|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
North Carolina (Tanger Factory Outlet Centers, Inc.)
|
56-1815473
|
North Carolina (Tanger Properties Limited Partnership)
|
56-1822494
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
3200 Northline Avenue, Suite 360
|
(336) 292-3010
|
Greensboro, NC 27408
|
(Registrant's telephone number)
|
(Address of principal executive offices)
|
|
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
Tanger Factory Outlet Centers, Inc.:
|
|
Title of each class
|
Name of exchange on which registered
|
Common Shares, $.01 par value
|
New York Stock Exchange
|
|
|
Tanger Properties Limited Partnership:
|
|
None
|
|
|
|
Securities registered pursuant to Section 12(g) of the Act:
|
|
Tanger Factory Outlet Centers, Inc.: None
|
|
Tanger Properties Limited Partnership: None
|
Tanger Factory Outlet Centers, Inc.
|
Yes
x
No
o
|
Tanger Properties Limited Partnership
|
Yes
o
No
x
|
Tanger Factory Outlet Centers, Inc.
|
Yes
o
No
x
|
Tanger Properties Limited Partnership
|
Yes
o
No
x
|
Tanger Factory Outlet Centers, Inc.
|
Yes
x
No
o
|
Tanger Properties Limited Partnership
|
Yes
x
No
o
|
Tanger Factory Outlet Centers, Inc.
|
Yes
x
No
o
|
Tanger Properties Limited Partnership
|
Yes
x
No
o
|
x
Large accelerated filer
|
|
o
Accelerated filer
|
|
o
Non-accelerated filer
|
|
o
Smaller reporting company
|
o
Large accelerated filer
|
|
o
Accelerated filer
|
|
x
Non-accelerated filer
|
|
o
Smaller reporting company
|
Tanger Factory Outlet Centers, Inc.
|
Yes
o
No
x
|
Tanger Properties Limited Partnership
|
Yes
o
No
x
|
•
|
enhancing investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
|
•
|
eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
|
•
|
creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.
|
•
|
Debt of the Company and the Operating Partnership;
|
•
|
Shareholders' Equity and Partners' Equity;
|
•
|
Earnings Per Share and Earnings Per Unit;
|
•
|
Accumulated Other Comprehensive Income of the Company and the Operating Partnership;
|
•
|
Liquidity and Capital Resources in the Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
Item 1.
|
Business
|
Item 1A.
|
Risk Factors
|
•
|
significant expenditure of money and time on projects that may be delayed or never be completed;
|
•
|
higher than projected construction costs;
|
•
|
shortage of construction materials and supplies;
|
•
|
failure to obtain zoning, occupancy or other governmental approvals or to the extent required, tenant approvals; and
|
•
|
late completion because of construction delays, delays in the receipt of zoning, occupancy and other approvals or other factors outside of our control.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Outlet Center
|
|
Acres
|
|
Expiration
|
|
Expiration including renewal terms
|
|
Myrtle Beach Hwy 17, SC
|
|
40.0
|
|
|
2027
|
|
2096
|
Atlantic City, NJ
|
|
21.3
|
|
|
2101
|
|
2101
|
Ocean City, MD
|
|
18.5
|
|
|
2084
|
|
2084
|
Sevierville, TN
|
|
42.8
|
|
|
2086
|
|
2086
|
Riverhead, NY
(2)
|
|
47.0
|
|
|
2014
|
|
2039
|
Rehoboth Beach, DE
|
|
2.7
|
|
|
2044
|
|
(1)
|
(1)
|
Lease may be renewed at our option for additional terms of twenty years each.
|
(2)
|
The ground lease automatically renews in 2014 for a period of 5 years.
|
State
|
|
Number of
Centers
|
|
Square
Feet
|
|
%
of Square Feet
|
||
South Carolina
|
|
5
|
|
|
1,576,888
|
|
|
15
|
New York
|
|
2
|
|
|
1,471,715
|
|
|
7
|
Pennsylvania
|
|
3
|
|
|
874,474
|
|
|
8
|
Georgia
|
|
2
|
|
|
691,582
|
|
|
6
|
Texas
|
|
2
|
|
|
619,729
|
|
|
6
|
Delaware
|
|
1
|
|
|
564,593
|
|
|
5
|
Alabama
|
|
1
|
|
|
557,014
|
|
|
5
|
North Carolina
|
|
3
|
|
|
505,225
|
|
|
5
|
New Jersey
|
|
1
|
|
|
489,762
|
|
|
4
|
Tennessee
|
|
1
|
|
|
438,076
|
|
|
4
|
Michigan
|
|
2
|
|
|
437,222
|
|
|
4
|
Ohio
|
|
1
|
|
|
411,776
|
|
|
4
|
Louisiana
|
|
1
|
|
|
318,666
|
|
|
3
|
Missouri
|
|
1
|
|
|
302,922
|
|
|
3
|
Utah
|
|
1
|
|
|
298,391
|
|
|
3
|
Connecticut
|
|
1
|
|
|
289,898
|
|
|
3
|
Iowa
|
|
1
|
|
|
277,230
|
|
|
2
|
Oregon
|
|
1
|
|
|
270,212
|
|
|
2
|
Illinois
|
|
1
|
|
|
250,439
|
|
|
2
|
New Hampshire
|
|
1
|
|
|
245,698
|
|
|
2
|
Florida
|
|
1
|
|
|
198,877
|
|
|
2
|
Maryland
|
|
1
|
|
|
198,840
|
|
|
2
|
California
|
|
1
|
|
|
171,300
|
|
|
2
|
Maine
|
|
2
|
|
|
76,356
|
|
|
1
|
Total
|
|
37
|
|
|
11,536,885
|
|
|
100
|
Location
|
|
Square Feet
|
|
% Occupied
|
|
Consolidated Outlet Centers
|
|
|
|
|
|
Deer Park, New York
|
|
741,981
|
|
|
93
|
Riverhead, New York
(1)
|
|
729,734
|
|
|
99
|
Rehoboth Beach, Delaware
(1)
|
|
564,593
|
|
|
98
|
Foley, Alabama
|
|
557,014
|
|
|
96
|
Atlantic City, New Jersey
(1)
|
|
489,762
|
|
|
95
|
San Marcos, Texas
|
|
441,929
|
|
|
99
|
Sevierville, Tennessee
(1)
|
|
438,076
|
|
|
98
|
Myrtle Beach Hwy 501, South Carolina
|
|
425,247
|
|
|
98
|
Jeffersonville, Ohio
|
|
411,776
|
|
|
99
|
Myrtle Beach Hwy 17, South Carolina
(1)
|
|
402,791
|
|
|
99
|
Pittsburgh, Pennsylvania
|
|
372,972
|
|
|
99
|
Commerce II, Georgia
|
|
370,512
|
|
|
99
|
Charleston, South Carolina
|
|
365,107
|
|
|
99
|
Howell, Michigan
|
|
324,652
|
|
|
99
|
Locust Grove, Georgia
|
|
321,070
|
|
|
99
|
Mebane, North Carolina
|
|
318,910
|
|
|
100
|
Gonzales, Louisiana
|
|
318,666
|
|
|
99
|
Branson, Missouri
|
|
302,922
|
|
|
99
|
Park City, Utah
|
|
298,391
|
|
|
99
|
Westbrook, Connecticut
|
|
289,898
|
|
|
100
|
Williamsburg, Iowa
|
|
277,230
|
|
|
100
|
Lincoln City, Oregon
|
|
270,212
|
|
|
98
|
Lancaster, Pennsylvania
|
|
254,002
|
|
|
99
|
Tuscola, Illinois
|
|
250,439
|
|
|
92
|
Hershey, Pennsylvania
|
|
247,500
|
|
|
99
|
Tilton, New Hampshire
|
|
245,698
|
|
|
99
|
Hilton Head II, South Carolina
|
|
206,544
|
|
|
100
|
Fort Myers, Florida
|
|
198,877
|
|
|
93
|
Ocean City, Maryland
(1)
|
|
198,840
|
|
|
99
|
Terrell, Texas
|
|
177,800
|
|
|
99
|
Hilton Head I, South Carolina
|
|
177,199
|
|
|
98
|
Barstow, California
|
|
171,300
|
|
|
100
|
West Branch, Michigan
|
|
112,570
|
|
|
100
|
Blowing Rock, North Carolina
|
|
104,154
|
|
|
100
|
Nags Head, North Carolina
|
|
82,161
|
|
|
100
|
Kittery I, Maine
|
|
51,737
|
|
|
100
|
Kittery II, Maine
|
|
24,619
|
|
|
100
|
Total
|
|
11,536,885
|
|
|
98
|
Location
|
|
Square Feet
|
|
% Occupied
|
|
Unconsolidated joint venture properties
|
|
|
|
|
|
Texas City, TX (50% owned)
|
|
352,705
|
|
|
100
|
Washington D.C. (50% owned)
|
|
338,786
|
|
|
99
|
Glendale, AZ (58% owned)
|
|
331,739
|
|
|
99
|
Wisconsin Dells, WI (50% owned)
|
|
265,086
|
|
|
98
|
Bromont, QC (50% owned)
|
|
161,617
|
|
|
82
|
Cookstown, ON
(50% owned)
|
|
155,522
|
|
|
100
|
Saint-Sauveur, QC
(50% owned)
|
|
115,697
|
|
|
100
|
Total
|
|
1,721,152
|
|
|
|
Year
|
|
No. of Leases Expiring
|
|
Approx.
(1)
Square Feet
|
|
Average Annualized Base Rent per sq. ft
|
|
Annualized Base Rent
(2)
|
|
% of Gross Annualized Base Rent Represented by Expiring Leases
|
||||||
2014
|
|
176
|
|
|
713,000
|
|
|
$
|
19.38
|
|
|
$
|
13,821,000
|
|
|
7
|
2015
|
|
322
|
|
|
1,361,000
|
|
|
20.80
|
|
|
28,302,000
|
|
|
13
|
||
2016
|
|
348
|
|
|
1,521,000
|
|
|
21.24
|
|
|
32,310,000
|
|
|
14
|
||
2017
|
|
312
|
|
|
1,490,000
|
|
|
21.14
|
|
|
31,497,000
|
|
|
14
|
||
2018
|
|
326
|
|
|
1,613,000
|
|
|
24.58
|
|
|
39,643,000
|
|
|
15
|
||
2019
|
|
173
|
|
|
801,000
|
|
|
26.25
|
|
|
21,023,000
|
|
|
7
|
||
2020
|
|
123
|
|
|
751,000
|
|
|
18.06
|
|
|
13,560,000
|
|
|
7
|
||
2021
|
|
158
|
|
|
854,000
|
|
|
21.37
|
|
|
18,250,000
|
|
|
8
|
||
2022
|
|
139
|
|
|
525,000
|
|
|
29.55
|
|
|
15,516,000
|
|
|
5
|
||
2023
|
|
155
|
|
|
684,000
|
|
|
25.45
|
|
|
17,410,000
|
|
|
6
|
||
2024 & thereafter
|
|
58
|
|
|
446,000
|
|
|
24.85
|
|
|
11,085,000
|
|
|
4
|
||
|
|
2,290
|
|
|
10,759,000
|
|
|
$
|
22.53
|
|
|
$
|
242,417,000
|
|
|
100
|
(1)
|
Excludes leases that have been entered into but which tenant has not yet taken possession, vacant suites, space under construction, temporary leases and month-to-month leases totaling in the aggregate approximately 778,000 square feet.
|
(2)
|
Annualized base rent is defined as the minimum monthly payments due as of February 1, 2014 annualized, excluding periodic contractual fixed increases and rents calculated based on a percentage of tenants' sales. The annualized base rent disclosed in the table above includes all concessions, abatements and reimbursements of rent to tenants.
|
|
|
Total Expiring
|
|
Renewed by Existing
Tenants
|
|||||||
Year
|
|
Square Feet
|
|
% of
Total Center Square Feet
(1)
|
|
Square Feet
|
|
% of
Expiring Square Feet
|
|||
2013
|
|
1,950,000
|
|
|
18
|
|
|
1,574,000
|
|
|
81
|
2012
|
|
1,814,000
|
|
|
17
|
|
|
1,536,000
|
|
|
85
|
2011
|
|
1,771,000
|
|
|
18
|
|
|
1,459,000
|
|
|
82
|
2010
|
|
1,460,000
|
|
|
16
|
|
|
1,217,000
|
|
|
83
|
2009
|
|
1,502,000
|
|
|
16
|
|
|
1,218,000
|
|
|
81
|
|
|
Renewals of Existing Leases
|
|
Stores Re-leased to New Tenants
(1)
|
||||||||||||||||||||||
|
|
|
|
Average Annualized Base Rents
|
|
|
|
Average Annualized Base Rents
|
||||||||||||||||||
|
|
|
|
($ per sq. ft.)
|
|
|
|
($ per sq. ft.)
|
||||||||||||||||||
Year
|
|
Square Feet
|
|
Expiring
|
|
New
|
|
%
Increase
|
|
Square Feet
|
|
Expiring
|
|
New
|
|
% Increase
|
||||||||||
2013
|
|
1,574,000
|
|
|
$
|
20.09
|
|
|
$
|
23.96
|
|
|
19
|
|
510,000
|
|
|
$
|
22.19
|
|
|
$
|
30.57
|
|
|
38
|
2012
|
|
1,536,000
|
|
|
18.70
|
|
|
21.75
|
|
|
16
|
|
450,000
|
|
|
20.60
|
|
|
31.72
|
|
|
54
|
||||
2011
|
|
1,459,000
|
|
|
18.16
|
|
|
20.54
|
|
|
13
|
|
548,000
|
|
|
18.82
|
|
|
28.24
|
|
|
50
|
||||
2010
|
|
1,217,000
|
|
|
18.00
|
|
|
19.65
|
|
|
9
|
|
432,000
|
|
|
19.21
|
|
|
24.18
|
|
|
26
|
||||
2009
|
|
1,218,000
|
|
|
16.80
|
|
|
18.43
|
|
|
10
|
|
305,000
|
|
|
18.83
|
|
|
24.66
|
|
|
31
|
(1)
|
The square footage released to new tenants for 2013, 2012, 2011, 2010 and 2009 contains 224,000, 137,000, 172,000, 91,000, and 73,000, respectively, that was released to new tenants upon expiration of an existing lease during the respective year.
|
Year
|
|
Occupancy Costs as a
% of Tenant Sales
|
|
2013
|
|
8.6
|
|
2012
|
|
8.4
|
|
2011
|
|
8.4
|
|
2010
|
|
8.3
|
|
2009
|
|
8.5
|
|
Tenant
|
|
Number
of Stores
|
|
Square Feet
|
|
% of Total
Square Feet
|
||
The Gap, Inc.:
|
|
|
|
|
|
|
||
Old Navy
|
|
24
|
|
|
368,196
|
|
|
3.2
|
GAP
|
|
32
|
|
|
302,359
|
|
|
2.6
|
Banana Republic
|
|
27
|
|
|
225,437
|
|
|
1.9
|
Gap Kids
|
|
1
|
|
|
7,887
|
|
|
0.1
|
|
|
84
|
|
|
903,879
|
|
|
7.8
|
Dress Barn, Inc.:
|
|
|
|
|
|
|
||
Dress Barn
|
|
28
|
|
|
232,708
|
|
|
2.0
|
Lane Bryant
|
|
24
|
|
|
130,572
|
|
|
1.1
|
Justice
|
|
26
|
|
|
110,556
|
|
|
1.0
|
Maurice's
|
|
10
|
|
|
44,492
|
|
|
0.4
|
Dress Barn Woman
|
|
2
|
|
|
7,470
|
|
|
*
|
|
|
90
|
|
|
525,798
|
|
|
4.5
|
Phillips-Van Heusen Corporation:
|
|
|
|
|
|
|
||
Tommy Hilfiger
|
|
29
|
|
|
206,724
|
|
|
1.8
|
Van Heusen
|
|
33
|
|
|
133,675
|
|
|
1.2
|
Calvin Klein, Inc.
|
|
13
|
|
|
80,978
|
|
|
0.7
|
Izod
|
|
22
|
|
|
59,432
|
|
|
0.5
|
|
|
97
|
|
|
480,809
|
|
|
4.2
|
Nike:
|
|
|
|
|
|
|
||
Nike
|
|
26
|
|
|
359,747
|
|
|
3.1
|
Converse
|
|
8
|
|
|
28,190
|
|
|
0.2
|
Hurley
|
|
2
|
|
|
4,633
|
|
|
0.1
|
|
|
36
|
|
|
392,570
|
|
|
3.4
|
VF Outlet Inc.:
|
|
|
|
|
|
|
||
VF Outlet
|
|
9
|
|
|
218,763
|
|
|
1.9
|
Nautica Factory Stores
|
|
17
|
|
|
87,126
|
|
|
0.8
|
Timberland
|
|
11
|
|
|
55,330
|
|
|
0.5
|
North Face
|
|
2
|
|
|
13,579
|
|
|
0.1
|
Vans
|
|
4
|
|
|
13,000
|
|
|
0.1
|
Kipling
|
|
1
|
|
|
1,000
|
|
|
—
|
|
|
44
|
|
|
388,798
|
|
|
3.4
|
G-III Apparel:
|
|
|
|
|
|
|
||
Bass
|
|
33
|
|
|
207,242
|
|
|
1.8
|
Wilson's Leather
|
|
32
|
|
|
120,866
|
|
|
1.0
|
Andrew Marc
|
|
2
|
|
|
6,589
|
|
|
0.1
|
Vince Camuto
|
|
2
|
|
|
5,800
|
|
|
0.1
|
|
|
69
|
|
|
340,497
|
|
|
3.0
|
ANN Inc.:
|
|
|
|
|
|
|
||
Loft
|
|
28
|
|
|
196,546
|
|
|
1.7
|
Ann Taylor
|
|
19
|
|
|
124,683
|
|
|
1.1
|
|
|
47
|
|
|
321,229
|
|
|
2.8
|
Polo Ralph Lauren:
|
|
|
|
|
|
|
||
Polo Ralph Lauren
|
|
28
|
|
|
299,599
|
|
|
2.6
|
Polo Ralph Lauren Children
|
|
2
|
|
|
9,700
|
|
|
0.1
|
Polo Women
|
|
1
|
|
|
6,250
|
|
|
0.1
|
|
|
31
|
|
|
315,549
|
|
|
2.8
|
Adidas:
|
|
|
|
|
|
|
||
Reebok
|
|
27
|
|
|
204,440
|
|
|
1.8
|
Adidas
|
|
11
|
|
|
78,793
|
|
|
0.7
|
Rockport
|
|
4
|
|
|
10,960
|
|
|
*
|
|
|
42
|
|
|
294,193
|
|
|
2.5
|
Carter's:
|
|
|
|
|
|
|
||
OshKosh B'Gosh
|
|
30
|
|
|
144,518
|
|
|
1.3
|
Carter's
|
|
31
|
|
|
142,036
|
|
|
1.2
|
|
|
61
|
|
|
286,554
|
|
|
2.5
|
|
|
|
|
|
|
|
||
Total of all tenants listed in table
|
|
601
|
|
|
4,249,876
|
|
|
36.9
|
Deer Park
|
|
Square Feet
|
|
2013
|
|||
Center Occupancy
|
|
741,981
|
|
|
95
|
%
|
|
|
|
|
|
|
|||
Average base rental rates per weighted average square foot
(1)
|
|
|
|
$
|
29.73
|
|
Year
|
|
No. of
Leases
Expiring
(1)
|
|
Square Feet
(1)
|
|
Annualized
Base Rent
per Square Foot
|
|
Annualized
Base Rent
(2)
|
|
% of Gross
Annualized
Base Rent
Represented
by Expiring
Leases
|
|||||||
2014
|
|
4
|
|
|
11,000
|
|
|
$
|
11.47
|
|
|
$
|
130,000
|
|
|
1
|
|
2015
|
|
7
|
|
|
21,000
|
|
|
24.30
|
|
|
499,000
|
|
|
3
|
|
||
2016
|
|
11
|
|
|
55,000
|
|
|
31.37
|
|
|
1,715,000
|
|
|
9
|
|
||
2017
|
|
4
|
|
|
13,000
|
|
|
27.01
|
|
|
341,000
|
|
|
2
|
|
||
2018
|
|
26
|
|
|
147,000
|
|
|
33.94
|
|
|
4,982,000
|
|
|
26
|
|
||
2019
|
|
23
|
|
|
128,000
|
|
|
38.24
|
|
|
4,895,000
|
|
|
26
|
|
||
2020
|
|
2
|
|
|
6,000
|
|
|
33.60
|
|
|
213,000
|
|
|
1
|
|
||
2021
|
|
1
|
|
|
3,000
|
|
|
51.90
|
|
|
180,000
|
|
|
1
|
|
||
2022
|
|
3
|
|
|
12,000
|
|
|
36.41
|
|
|
458,000
|
|
|
2
|
|
||
2023
|
|
7
|
|
|
54,000
|
|
|
20.97
|
|
|
1,129,000
|
|
|
6
|
|
||
2024 and thereafter
|
|
3
|
|
|
185,000
|
|
|
23.59
|
|
|
4,361,000
|
|
|
23
|
|
||
Total
|
|
91
|
|
|
635,000
|
|
|
$
|
29.77
|
|
|
$
|
18,903,000
|
|
|
100
|
%
|
(1)
|
Excludes leases that have been entered into but which tenant has not taken possession, vacant suites, temporary leases and month-to-month leases totaling in the aggregate approximately 107,000 square feet.
|
(2)
|
Annualized base rent is defined as the minimum monthly payments due as of February 1, 2014, excluding periodic contractual fixed increases and rents calculated based on a percentage of tenants' sales. The annualized base rent disclosed in the table above includes all concessions, abatements and reimbursements of rent to tenants.
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
NAME
|
|
AGE
|
|
POSITION
|
Steven B. Tanger
|
|
65
|
|
Director, President and Chief Executive Officer
|
Frank C. Marchisello, Jr.
|
|
55
|
|
Executive Vice President - Chief Financial Officer
|
Thomas E. McDonough
|
|
56
|
|
Executive Vice President - Chief Operating Officer
|
Chad D. Perry
|
|
42
|
|
Executive Vice President - General Counsel and Secretary
|
Carrie A. Geldner
|
|
51
|
|
Senior Vice President - Chief Marketing Officer
|
Lisa J. Morrison
|
|
54
|
|
Senior Vice President - Leasing
|
James F. Williams
|
|
49
|
|
Senior Vice President - Chief Accounting Officer and Controller
|
Virginia R. Summerell
|
|
55
|
|
Senior Vice President - Treasurer and Assistant Secretary
|
Manuel O. Jessup
|
|
58
|
|
Senior Vice President - Human Resources
|
Item 5.
|
Market For Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
|
2013
|
|
High
|
|
Low
|
|
Common Dividends Paid
|
||||||
First Quarter
|
|
$
|
36.48
|
|
|
$
|
33.43
|
|
|
$
|
0.2100
|
|
Second Quarter
|
|
39.45
|
|
|
31.54
|
|
|
0.2250
|
|
|||
Third Quarter
|
|
35.85
|
|
|
30.06
|
|
|
0.2250
|
|
|||
Fourth Quarter
|
|
35.71
|
|
|
31.40
|
|
|
0.2250
|
|
|||
Year 2013
|
|
$
|
39.45
|
|
|
$
|
30.06
|
|
|
$
|
0.8850
|
|
|
|
|
|
|
|
|
||||||
2012
|
|
High
|
|
Low
|
|
Common Dividends Paid
|
||||||
First Quarter
|
|
$
|
30.27
|
|
|
$
|
27.72
|
|
|
$
|
0.2000
|
|
Second Quarter
|
|
32.75
|
|
|
28.94
|
|
|
0.2100
|
|
|||
Third Quarter
|
|
34.09
|
|
|
31.50
|
|
|
0.2100
|
|
|||
Fourth Quarter
|
|
34.46
|
|
|
30.87
|
|
|
0.2100
|
|
|||
Year 2012
|
|
$
|
34.46
|
|
|
$
|
27.72
|
|
|
$
|
0.8300
|
|
|
|
|
Period Ended
|
||||||||||||||
Index
|
12/31/2008
|
|
|
12/31/2009
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|||||
Tanger Factory Outlet Centers, Inc.
|
100.00
|
|
|
108.27
|
|
|
147.29
|
|
|
173.75
|
|
|
208.14
|
|
|
199.79
|
|
NAREIT All Equity REIT Index
|
100.00
|
|
|
127.99
|
|
|
163.76
|
|
|
177.32
|
|
|
212.26
|
|
|
218.32
|
|
SNL REIT Retail Shopping Ctr Index
|
100.00
|
|
|
98.72
|
|
|
128.15
|
|
|
124.48
|
|
|
157.17
|
|
|
167.92
|
|
|
|
2013
|
|
2012
|
||||
First Quarter
|
|
$
|
0.210
|
|
|
$
|
0.200
|
|
Second Quarter
|
|
0.225
|
|
|
0.210
|
|
||
Third Quarter
|
|
0.225
|
|
|
0.210
|
|
||
Fourth Quarter
|
|
0.225
|
|
|
0.210
|
|
||
|
|
$
|
0.885
|
|
|
$
|
0.830
|
|
Item 6.
|
Selected Financial Data (Tanger Factory Outlet Centers, Inc.)
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
(in thousands, except per share and center data)
|
||||||||||||||||||
OPERATING DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
385,009
|
|
|
$
|
356,997
|
|
|
$
|
315,223
|
|
|
$
|
276,303
|
|
|
$
|
270,595
|
|
Operating income
|
|
127,895
|
|
|
109,585
|
|
|
97,936
|
|
|
79,631
|
|
|
69,940
|
|
|||||
Income from continuing operations
(1)(2)(3)
|
|
113,321
|
|
|
56,476
|
|
|
50,989
|
|
|
38,342
|
|
|
72,709
|
|
|||||
Net income
(1)(2)(3)
|
|
113,321
|
|
|
56,476
|
|
|
50,989
|
|
|
38,244
|
|
|
67,495
|
|
|||||
SHARE DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
1.14
|
|
|
$
|
0.57
|
|
|
$
|
0.53
|
|
|
$
|
0.32
|
|
|
$
|
0.78
|
|
Net income available to common shareholders
|
|
$
|
1.14
|
|
|
$
|
0.57
|
|
|
$
|
0.53
|
|
|
$
|
0.32
|
|
|
$
|
0.72
|
|
Weighted average common shares
|
|
93,311
|
|
|
91,733
|
|
|
83,000
|
|
|
80,187
|
|
|
71,832
|
|
|||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
1.13
|
|
|
$
|
0.57
|
|
|
$
|
0.52
|
|
|
$
|
0.32
|
|
|
$
|
0.78
|
|
Net income available to common shareholders
|
|
$
|
1.13
|
|
|
$
|
0.57
|
|
|
$
|
0.52
|
|
|
$
|
0.32
|
|
|
$
|
0.72
|
|
Weighted average common shares
|
|
94,247
|
|
|
92,661
|
|
|
84,129
|
|
|
80,390
|
|
|
72,024
|
|
|||||
Common dividends paid
|
|
$
|
0.8850
|
|
|
$
|
0.8300
|
|
|
$
|
0.7938
|
|
|
$
|
0.7725
|
|
|
$
|
0.7638
|
|
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate assets, before depreciation
|
|
$
|
2,249,819
|
|
|
$
|
1,947,352
|
|
|
$
|
1,916,045
|
|
|
$
|
1,576,214
|
|
|
$
|
1,507,870
|
|
Total assets
|
|
2,006,456
|
|
|
1,678,800
|
|
|
1,633,273
|
|
|
1,220,359
|
|
|
1,184,300
|
|
|||||
Debt
|
|
1,328,049
|
|
|
1,093,537
|
|
|
1,025,542
|
|
|
714,616
|
|
|
584,611
|
|
|||||
Total shareholders' equity
|
|
557,595
|
|
|
513,875
|
|
|
528,432
|
|
|
421,895
|
|
|
521,063
|
|
|||||
CASH FLOW DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
187,486
|
|
|
$
|
165,750
|
|
|
$
|
135,994
|
|
|
$
|
118,500
|
|
|
$
|
127,297
|
|
Investing activities
|
|
(174,226
|
)
|
|
(147,909
|
)
|
|
(361,076
|
)
|
|
(86,853
|
)
|
|
(76,228
|
)
|
|||||
Financing activities
|
|
(7,072
|
)
|
|
(15,415
|
)
|
|
227,218
|
|
|
(29,156
|
)
|
|
(52,779
|
)
|
|||||
OTHER DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Square feet open:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
11,537
|
|
|
10,737
|
|
|
10,724
|
|
|
9,190
|
|
|
9,216
|
|
|||||
Partially-owned (unconsolidated)
|
|
1,719
|
|
|
2,156
|
|
|
1,110
|
|
|
948
|
|
|
950
|
|
|||||
Number of outlet centers:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
37
|
|
|
36
|
|
|
36
|
|
|
31
|
|
|
31
|
|
|||||
Partially-owned (unconsolidated)
|
|
7
|
|
|
7
|
|
|
3
|
|
|
2
|
|
|
2
|
|
Item 6.
|
Selected Financial Data (Tanger Properties Limited Partnership)
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
(in thousands, except per unit and center data)
|
||||||||||||||||||
OPERATING DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
385,009
|
|
|
$
|
356,997
|
|
|
$
|
315,223
|
|
|
$
|
276,303
|
|
|
$
|
270,595
|
|
Operating income
|
|
127,895
|
|
|
109,585
|
|
|
97,936
|
|
|
79,631
|
|
|
69,940
|
|
|||||
Income from continuing operations
(1)(2)(3)
|
|
113,321
|
|
|
56,476
|
|
|
50,989
|
|
|
38,342
|
|
|
72,709
|
|
|||||
Net income
(1)(2)(3)
|
|
113,321
|
|
|
56,476
|
|
|
50,989
|
|
|
38,244
|
|
|
67,495
|
|
|||||
UNIT DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
1.14
|
|
|
$
|
0.57
|
|
|
$
|
0.53
|
|
|
$
|
0.32
|
|
|
$
|
0.79
|
|
Net income available to common unitholders
|
|
$
|
1.14
|
|
|
$
|
0.57
|
|
|
$
|
0.53
|
|
|
$
|
0.32
|
|
|
$
|
0.73
|
|
Weighted average common units
|
|
98,193
|
|
|
97,677
|
|
|
94,892
|
|
|
92,321
|
|
|
83,965
|
|
|||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
1.13
|
|
|
$
|
0.57
|
|
|
$
|
0.52
|
|
|
$
|
0.32
|
|
|
$
|
0.79
|
|
Net income available to common unitholders
|
|
$
|
1.13
|
|
|
$
|
0.57
|
|
|
$
|
0.52
|
|
|
$
|
0.32
|
|
|
$
|
0.73
|
|
Weighted average common units
|
|
99,129
|
|
|
98,605
|
|
|
96,021
|
|
|
92,523
|
|
|
84,157
|
|
|||||
Common distributions paid
|
|
$
|
0.8850
|
|
|
$
|
0.8300
|
|
|
$
|
0.7938
|
|
|
$
|
0.7725
|
|
|
$
|
0.7638
|
|
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate assets, before depreciation
|
|
$
|
2,249,819
|
|
|
$
|
1,947,352
|
|
|
$
|
1,916,045
|
|
|
$
|
1,576,214
|
|
|
$
|
1,507,870
|
|
Total assets
|
|
2,005,950
|
|
|
1,678,326
|
|
|
1,632,921
|
|
|
1,219,901
|
|
|
1,183,939
|
|
|||||
Debt
|
|
1,328,049
|
|
|
1,093,537
|
|
|
1,025,542
|
|
|
714,616
|
|
|
584,611
|
|
|||||
Total equity
|
|
557,595
|
|
|
513,875
|
|
|
528,432
|
|
|
421,895
|
|
|
521,063
|
|
|||||
CASH FLOW DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
187,269
|
|
|
$
|
165,738
|
|
|
$
|
136,053
|
|
|
$
|
118,466
|
|
|
$
|
127,269
|
|
Investing activities
|
|
(174,226
|
)
|
|
(147,909
|
)
|
|
(361,076
|
)
|
|
(86,853
|
)
|
|
(76,228
|
)
|
|||||
Financing activities
|
|
(7,072
|
)
|
|
(15,415
|
)
|
|
227,218
|
|
|
(29,156
|
)
|
|
(52,779
|
)
|
|||||
OTHER DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
11,537
|
|
|
10,737
|
|
|
10,724
|
|
|
9,190
|
|
|
9,216
|
|
|||||
Partially-owned (unconsolidated)
|
|
1,719
|
|
|
2,156
|
|
|
1,110
|
|
|
948
|
|
|
950
|
|
|||||
Number of outlet centers:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
37
|
|
|
36
|
|
|
36
|
|
|
31
|
|
|
31
|
|
|||||
Partially-owned (unconsolidated)
|
|
7
|
|
|
7
|
|
|
3
|
|
|
2
|
|
|
2
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
Center
|
|
Date Acquired/Open/Disposed/Demolished
|
|
Purchase Price (in millions)
|
|
Square Feet (in thousands)
|
|
Centers
|
|
States
|
|||||
As of January 1, 2011
|
|
|
|
|
|
9,190
|
|
|
31
|
|
|
21
|
|
||
Redevelopment:
|
|
|
|
|
|
|
|
|
|
|
|||||
Hilton Head I, SC
|
|
March 2011
|
|
|
|
177
|
|
|
1
|
|
|
—
|
|
||
Acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|||||
Jeffersonville, OH
|
|
June 2011
|
|
$
|
134.0
|
|
|
410
|
|
|
1
|
|
|
1
|
|
Atlantic City, NJ and Ocean City, MD
(1)
|
|
July 2011
|
|
$
|
200.3
|
|
|
689
|
|
|
2
|
|
|
2
|
|
Hershey, PA
(2)
|
|
September 2011
|
|
$
|
49.8
|
|
|
247
|
|
|
1
|
|
|
—
|
|
Other
|
|
|
|
|
|
11
|
|
|
|
|
|
||||
As of December 31, 2011
|
|
|
|
|
|
10,724
|
|
|
36
|
|
|
24
|
|
||
Expansion:
|
|
|
|
|
|
|
|
|
|
|
|||||
Locust Grove, GA
|
|
Second quarter 2012
|
|
|
|
26
|
|
|
—
|
|
|
—
|
|
||
Other
|
|
|
|
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
As of December 31, 2012
|
|
|
|
|
|
10,737
|
|
|
36
|
|
|
24
|
|
||
Expansion:
|
|
|
|
|
|
|
|
|
|
|
|||||
Gonzales, LA
|
|
First and second quarters 2013
|
|
|
|
40
|
|
|
—
|
|
|
—
|
|
||
Sevierville, TN
|
|
Third quarter 2013
|
|
|
|
19
|
|
|
—
|
|
|
—
|
|
||
Acquisition:
|
|
|
|
|
|
|
|
|
|
|
|||||
Deer Park, NY
(3)
|
|
August 2013
|
|
|
|
742
|
|
|
1
|
|
|
—
|
|
||
Other
|
|
|
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||
As of December 31, 2013
|
|
|
|
|
|
11,537
|
|
|
37
|
|
|
24
|
|
|
|
2013
|
|||||||||||||||||||
|
|
# of Leases
|
|
Square Feet
|
|
Average
Annual
Straight-line Rent (psf)
|
|
Average
Tenant
Allowance (psf)
|
|
Average Initial Term (in years)
|
|
Net Average
Annual
Straight-line Rent (psf)
(1)
|
|||||||||
Re-tenant
|
|
154
|
|
|
510,000
|
|
|
$
|
30.57
|
|
|
$
|
40.69
|
|
|
8.68
|
|
|
$
|
25.88
|
|
Renewal
|
|
341
|
|
|
1,574,000
|
|
|
23.96
|
|
|
0.86
|
|
|
4.71
|
|
|
23.78
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
2012
|
|||||||||||||||||||
|
|
# of Leases
|
|
Square Feet
|
|
Average
Annual
Straight-line Rent (psf)
|
|
Average
Tenant
Allowance (psf)
|
|
Average Initial Term (in years)
|
|
Net Average
Annual
Straight-line Rent (psf)
(1)
|
|||||||||
Re-tenant
|
|
136
|
|
|
450,000
|
|
|
$
|
31.72
|
|
|
$
|
42.25
|
|
|
8.57
|
|
|
$
|
26.79
|
|
Renewal
|
|
322
|
|
|
1,536,000
|
|
|
21.75
|
|
|
0.04
|
|
|
4.56
|
|
|
21.74
|
|
|
|
2013
|
|
2012
|
|
Increase/
(Decrease)
|
||||||
Base rentals from existing properties
|
|
$
|
245,985
|
|
|
$
|
233,553
|
|
|
$
|
12,432
|
|
Base rentals from 2013 acquisitions
|
|
7,494
|
|
|
—
|
|
|
7,494
|
|
|||
Termination fees
|
|
609
|
|
|
877
|
|
|
(268
|
)
|
|||
Amortization of net above and below market lease values
|
|
(686
|
)
|
|
803
|
|
|
(1,489
|
)
|
|||
|
|
$
|
253,402
|
|
|
$
|
235,233
|
|
|
$
|
18,169
|
|
|
|
2013
|
|
2012
|
|
Increase/
(Decrease)
|
||||||
Expense reimbursements from existing properties
|
|
$
|
106,061
|
|
|
$
|
100,832
|
|
|
$
|
5,229
|
|
Expense reimbursements from 2013 acquisitions
|
|
3,317
|
|
|
—
|
|
|
3,317
|
|
|||
Termination fees allocated to expense reimbursements
|
|
276
|
|
|
278
|
|
|
(2
|
)
|
|||
|
|
$
|
109,654
|
|
|
$
|
101,110
|
|
|
$
|
8,544
|
|
|
|
2013
|
|
2012
|
|
Increase/
(Decrease)
|
||||||
Other income from existing properties
|
|
$
|
7,496
|
|
|
$
|
7,637
|
|
|
$
|
(141
|
)
|
Other income from 2013 acquisitions
|
|
213
|
|
|
—
|
|
|
213
|
|
|||
Fees recognized from unconsolidated joint ventures
|
|
2,993
|
|
|
1,845
|
|
|
1,148
|
|
|||
|
|
$
|
10,702
|
|
|
$
|
9,482
|
|
|
$
|
1,220
|
|
|
|
2013
|
|
2012
|
|
Increase/
(Decrease)
|
||||||
Property operating expenses from existing properties
|
|
$
|
115,979
|
|
|
$
|
111,160
|
|
|
$
|
4,819
|
|
Property operating expenses from 2013 acquisitions
|
|
5,067
|
|
|
—
|
|
|
5,067
|
|
|||
|
|
$
|
121,046
|
|
|
$
|
111,160
|
|
|
$
|
9,886
|
|
|
|
2013
|
|
2012
|
|
Increase/
(Decrease)
|
||||||
Depreciation and amortization from existing properties
|
|
$
|
88,920
|
|
|
$
|
98,683
|
|
|
$
|
(9,763
|
)
|
Depreciation and amortization from 2013 acquisitions
|
|
6,826
|
|
|
—
|
|
|
6,826
|
|
|||
|
|
$
|
95,746
|
|
|
$
|
98,683
|
|
|
$
|
(2,937
|
)
|
|
|
2012
|
|
2011
|
|
Increase/
(Decrease)
|
||||||
Base rentals from existing properties
|
|
$
|
199,129
|
|
|
$
|
190,423
|
|
|
$
|
8,706
|
|
Base rentals from new developments
|
|
3,947
|
|
|
2,601
|
|
|
1,346
|
|
|||
Base rentals from 2011 acquisitions
|
|
30,477
|
|
|
13,408
|
|
|
17,069
|
|
|||
Termination fees
|
|
877
|
|
|
508
|
|
|
369
|
|
|||
Amortization of net above and below market lease values
|
|
803
|
|
|
697
|
|
|
106
|
|
|||
|
|
$
|
235,233
|
|
|
$
|
207,637
|
|
|
$
|
27,596
|
|
|
|
2012
|
|
2011
|
|
Increase/
(Decrease)
|
||||||
Percentage rentals from existing properties
|
|
$
|
9,325
|
|
|
$
|
8,495
|
|
|
$
|
830
|
|
Percentage rentals from new developments
|
|
248
|
|
|
66
|
|
|
182
|
|
|||
Percentage rentals from 2011 acquisitions
|
|
1,599
|
|
|
523
|
|
|
1,076
|
|
|||
|
|
$
|
11,172
|
|
|
$
|
9,084
|
|
|
$
|
2,088
|
|
|
|
2012
|
|
2011
|
|
Increase/
(Decrease)
|
||||||
Expense reimbursements from existing properties
|
|
$
|
87,619
|
|
|
$
|
83,800
|
|
|
$
|
3,819
|
|
Expense reimbursements from new developments
|
|
1,532
|
|
|
1,172
|
|
|
360
|
|
|||
Expense reimbursements from 2011 acquisitions
|
|
11,681
|
|
|
4,397
|
|
|
7,284
|
|
|||
Termination fees allocated to expense reimbursements
|
|
278
|
|
|
251
|
|
|
27
|
|
|||
|
|
$
|
101,110
|
|
|
$
|
89,620
|
|
|
$
|
11,490
|
|
|
|
2012
|
|
2011
|
|
Increase/
(Decrease)
|
||||||
Other income from existing properties
|
|
$
|
7,158
|
|
|
$
|
7,475
|
|
|
$
|
(317
|
)
|
Fees recognized from unconsolidated joint ventures
|
|
1,845
|
|
|
1,216
|
|
|
629
|
|
|||
Other income from new developments
|
|
73
|
|
|
50
|
|
|
23
|
|
|||
Other income from 2011 acquisitions
|
|
406
|
|
|
141
|
|
|
265
|
|
|||
|
|
$
|
9,482
|
|
|
$
|
8,882
|
|
|
$
|
600
|
|
|
|
2012
|
|
2011
|
|
Increase/
(Decrease)
|
||||||
Property operating expenses from existing properties
|
|
$
|
94,048
|
|
|
$
|
93,184
|
|
|
$
|
864
|
|
Property operating expenses from new developments
|
|
1,740
|
|
|
1,496
|
|
|
244
|
|
|||
Property operating expenses from 2011 acquisitions
|
|
15,372
|
|
|
5,566
|
|
|
9,806
|
|
|||
|
|
$
|
111,160
|
|
|
$
|
100,246
|
|
|
$
|
10,914
|
|
|
|
2012
|
|
2011
|
|
Increase/
(Decrease)
|
||||||
Depreciation and amortization from existing properties
|
|
$
|
68,374
|
|
|
$
|
70,860
|
|
|
$
|
(2,486
|
)
|
Depreciation and amortization from new developments
|
|
2,092
|
|
|
1,090
|
|
|
1,002
|
|
|||
Depreciation and amortization from 2011 acquisitions
|
|
28,217
|
|
|
12,065
|
|
|
16,152
|
|
|||
|
|
$
|
98,683
|
|
|
$
|
84,015
|
|
|
$
|
14,668
|
|
|
|
2013
|
|
2012
|
|
Change
|
||||||
Net cash provided by operating activities
|
|
$
|
187,269
|
|
|
$
|
165,738
|
|
|
$
|
21,531
|
|
Net cash used in investing activities
|
|
(174,226
|
)
|
|
(147,909
|
)
|
|
(26,317
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(7,072
|
)
|
|
(15,415
|
)
|
|
8,343
|
|
|||
Effect of foreign currency rate changes on cash and equivalents
|
|
$
|
(1,282
|
)
|
|
$
|
15
|
|
|
$
|
(1,297
|
)
|
Net increase in cash and cash equivalents
|
|
$
|
4,689
|
|
|
$
|
2,429
|
|
|
$
|
2,260
|
|
|
|
2013
|
|
2012
|
|
Change
|
||||||
Capital expenditures analysis:
|
|
|
|
|
|
|
||||||
New center developments
|
|
$
|
17,600
|
|
|
$
|
5,525
|
|
|
$
|
12,075
|
|
Center redevelopment
|
|
—
|
|
|
392
|
|
|
(392
|
)
|
|||
Major center renovations
|
|
4,595
|
|
|
10,129
|
|
|
(5,534
|
)
|
|||
Second generation tenant improvement allowances
|
|
16,843
|
|
|
10,794
|
|
|
6,049
|
|
|||
Other capital expenditures
|
|
11,090
|
|
|
7,871
|
|
|
3,219
|
|
|||
|
|
50,128
|
|
|
34,711
|
|
|
15,417
|
|
|||
Conversion from accrual to cash basis
|
|
(2,692
|
)
|
|
6,572
|
|
|
(9,264
|
)
|
|||
Additions to rental property-cash basis
|
|
$
|
47,436
|
|
|
$
|
41,283
|
|
|
$
|
6,153
|
|
•
|
New center development expenditures, which includes first generation tenant improvement allowances, included expansions in Gonzales, Louisiana and Sevierville, Tennessee and the initial development costs associated with the construction of our center at the Foxwoods Resort Casino in Connecticut in the 2013 period. The 2012 period included expansions to our centers in Locust Grove, Georgia and Gonzales, Louisiana.
|
•
|
Major center renovations in the 2013 period included renovation activities at our Gonzales, Louisiana center. The 2012 period included on-going renovation efforts at the centers acquired during the second and third quarters of 2011.
|
•
|
Other capital expenditures in 2013 increased over the 2012 period due to a higher number of other capital expenditure projects within our existing consolidated portfolio.
|
Contractual Obligations
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt
(1)
|
|
$
|
3,603
|
|
|
$
|
282,343
|
|
|
$
|
20,283
|
|
|
$
|
36,708
|
|
|
$
|
153,183
|
|
|
$
|
834,278
|
|
|
$
|
1,330,398
|
|
Interest payment
(2)
|
|
59,373
|
|
|
56,713
|
|
|
41,111
|
|
|
40,580
|
|
|
38,124
|
|
|
84,133
|
|
|
320,034
|
|
|||||||
Operating leases
|
|
5,602
|
|
|
5,234
|
|
|
5,015
|
|
|
4,875
|
|
|
4,850
|
|
|
280,983
|
|
|
306,559
|
|
|||||||
Deferred financing obligation
(3)
|
|
—
|
|
|
28,388
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,388
|
|
|||||||
|
|
$
|
68,578
|
|
|
$
|
372,678
|
|
|
$
|
66,409
|
|
|
$
|
82,163
|
|
|
$
|
196,157
|
|
|
$
|
1,199,394
|
|
|
$
|
1,985,379
|
|
(1)
|
These amounts represent total future cash payments related to debt obligations outstanding as of
December 31, 2013
.
|
(2)
|
These amounts represent future interest payments related to our debt obligations based on the fixed and variable interest rates specified in the associated debt agreements. All of our variable rate debt agreements are based on the one month LIBOR rate, thus for purposes of calculating future interest amounts on variable interest rate debt, the one month LIBOR rate as of
December 31, 2013
was used.
|
(3)
|
As part of the acquisition of a controlling ownership interest in Deer Park, we and the noncontrolling interest have entered into an agreement whereby they may require us to acquire their ownership interest in the property on the second anniversary of the acquisition date for a price of $28.4 million, and we have the option to acquire their ownership interest on the fourth anniversary of the acquisition date at the same price. Due to the other owner's ability to require us to purchase their interest, we have recorded an obligation to redeem their interest at the redemption price as a deferred financing obligation in the other liabilities section of the balance sheet.
|
Senior unsecured notes financial covenants
(1)
|
|
Required
|
|
Actual
|
|
Total consolidated debt to adjusted total assets
|
|
< 60%
|
|
48
|
%
|
Total secured debt to adjusted total assets
|
|
< 40%
|
|
9
|
%
|
Total unencumbered assets to unsecured debt
|
|
> 150%
|
|
188
|
%
|
(1)
|
For a complete listing of all debt covenants related to our senior unsecured notes, as well as definitions of the above terms, refer to our applicable supplemental indenture filing with the SEC.
|
Joint Venture
|
|
Center Location
|
|
Ownership
%
|
|
Square
Feet
|
|
Carrying Value
of Investment
(in millions)
|
|||
Charlotte
|
|
Charlotte, NC
|
|
50.0
|
|
—
|
|
|
$
|
11.6
|
|
Galveston/Houston
|
|
Texas City, TX
|
|
50.0
|
|
352,705
|
|
|
7.4
|
|
|
National Harbor
|
|
Washington D.C. Metro Area
|
|
50.0
|
|
336,286
|
|
|
16.7
|
|
|
RioCan Canada
|
|
Various
|
|
50.0
|
|
432,836
|
|
|
85.7
|
|
|
Westgate
|
|
Glendale, AZ
|
|
58.0
|
|
331,739
|
|
|
16.1
|
|
|
Wisconsin Dells
|
|
Wisconsin Dells, WI
|
|
50.0
|
|
265,086
|
|
|
2.5
|
|
|
Other
|
|
|
|
|
|
—
|
|
|
0.2
|
|
|
Total
|
|
|
|
|
|
|
|
$
|
140.2
|
|
Joint Venture
|
|
Total Joint
Venture Debt (in millions) |
|
Maturity Date
|
|
Interest Rate
|
||
Galveston/Houston
|
|
$
|
65.0
|
|
|
July 2017
|
|
LIBOR + 1.50%
|
National Harbor
|
|
52.4
|
|
|
May 2016
|
|
LIBOR + 1.65%
|
|
RioCan Canada
|
|
17.9
|
|
|
June 2015 and May 2020
|
|
5.10% to 5.75%
|
|
Westgate
|
|
43.1
|
|
|
June 2015
|
|
LIBOR + 1.75%
|
|
Wisconsin Dells
|
|
24.3
|
|
|
December 2022
|
|
LIBOR + 2.25%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Fees:
|
|
|
|
|
|
|
||||||
Development and leasing
|
|
$
|
595
|
|
|
$
|
193
|
|
|
$
|
5
|
|
Loan guarantee
|
|
161
|
|
|
80
|
|
|
—
|
|
|||
Management
|
|
1,831
|
|
|
1,301
|
|
|
1,048
|
|
|||
Marketing
|
|
493
|
|
|
433
|
|
|
163
|
|
|||
Total Fees
|
|
$
|
3,080
|
|
|
$
|
2,007
|
|
|
$
|
1,216
|
|
•
|
FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
|
•
|
FFO does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and FFO does not reflect any cash requirements for such replacements;
|
•
|
FFO, which includes discontinued operations, may not be indicative of our ongoing operations; and
|
•
|
Other companies in our industry may calculate FFO differently than we do, limiting its usefulness as a comparative measure.
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Funds from Operations:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
113,321
|
|
|
$
|
56,476
|
|
|
$
|
50,989
|
|
Adjusted for:
|
|
|
|
|
|
|
||||||
Depreciation and amortization uniquely significant to real estate - consolidated
|
|
94,515
|
|
|
97,760
|
|
|
83,275
|
|
|||
Depreciation and amortization uniquely significant to real estate - unconsolidated joint ventures
|
|
12,419
|
|
|
8,105
|
|
|
5,175
|
|
|||
Gain on previously held interest in acquired joint venture
|
|
(26,002
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment charges - unconsolidated joint ventures
|
|
—
|
|
|
140
|
|
|
300
|
|
|||
Funds from operations
|
|
194,253
|
|
|
162,481
|
|
|
139,739
|
|
|||
FFO attributable to noncontrolling interests in other consolidated partnerships
|
|
(202
|
)
|
|
(26
|
)
|
|
(37
|
)
|
|||
Allocation of FFO to participating securities
|
|
(2,025
|
)
|
|
(1,576
|
)
|
|
(1,240
|
)
|
|||
Funds from operations available to common shareholders and noncontrolling interests in Operating Partnership
|
|
$
|
192,026
|
|
|
$
|
160,879
|
|
|
$
|
138,462
|
|
Tanger Factory Outlet Centers, Inc.:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
(1) (2)
|
|
99,129
|
|
|
98,605
|
|
|
96,021
|
|
|||
Dilutive funds from operations per share
|
|
$
|
1.94
|
|
|
$
|
1.63
|
|
|
$
|
1.44
|
|
Tanger Properties Limited Partnership:
|
|
|
|
|
|
|
||||||
Weighted average Operating Partnership units outstanding
(1)
|
|
99,129
|
|
|
98,605
|
|
|
96,021
|
|
|||
Dilutive funds from operations per unit
|
|
$
|
1.94
|
|
|
$
|
1.63
|
|
|
$
|
1.44
|
|
(1)
|
Includes the dilutive effect of options, restricted shares not considered participating securities, notional units and exchangeable notes.
|
(2)
|
Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interest are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's REIT status.
|
•
|
AFFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
|
•
|
AFFO does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and AFFO does not reflect any cash requirements for such replacements;
|
•
|
AFFO does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and
|
•
|
other companies in our industry may calculate AFFO differently than we do, limiting its usefulness as a comparative measure.
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Adjusted Funds from Operations:
|
|
|
|
|
|
|
||||||
Funds from operations
|
|
$
|
194,253
|
|
|
$
|
162,481
|
|
|
$
|
139,739
|
|
Adjusted for non-core items:
|
|
|
|
|
|
|
||||||
Acquisition costs
|
|
1,203
|
|
|
117
|
|
|
2,736
|
|
|||
Abandoned development costs
|
|
—
|
|
|
—
|
|
|
158
|
|
|||
Demolition costs
|
|
140
|
|
|
—
|
|
|
—
|
|
|||
AFFO adjustments from unconsolidated joint ventures
(1)
|
|
(7,422
|
)
|
|
1,370
|
|
|
—
|
|
|||
Adjusted funds from operations (AFFO)
|
|
188,174
|
|
|
163,968
|
|
|
142,633
|
|
|||
AFFO attributable to noncontrolling interests in other consolidated partnerships
|
|
(202
|
)
|
|
(26
|
)
|
|
(37
|
)
|
|||
Allocation of AFFO to participating securities
|
|
(1,958
|
)
|
|
(1,590
|
)
|
|
(1,266
|
)
|
|||
Adjusted funds from operations available to common shareholders and noncontrolling interest in Operating Partnership
|
|
$
|
186,014
|
|
|
$
|
162,352
|
|
|
$
|
141,330
|
|
Tanger Factory Outlet Centers, Inc.:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
(2) (3)
|
|
99,129
|
|
|
98,605
|
|
|
96,021
|
|
|||
Dilutive adjusted funds from operations per share
|
|
$
|
1.88
|
|
|
$
|
1.65
|
|
|
$
|
1.47
|
|
Tanger Properties Limited Partnership:
|
|
|
|
|
|
|
||||||
Weighted average Operating Partnership units outstanding
(2)
|
|
99,129
|
|
|
98,605
|
|
|
96,021
|
|
|||
Dilutive adjusted funds from operations per unit
|
|
$
|
1.88
|
|
|
$
|
1.65
|
|
|
$
|
1.47
|
|
(1)
|
Includes our share of acquisition costs, litigation settlement proceeds, abandoned development costs and gain on early extinguishment of debt from unconsolidated joint ventures. The gain on early extinguishment of debt was $4.6 million and the litigation settlement proceeds were $3.2 million, for the year ended, December 31, 2013.
|
(2)
|
Includes the dilutive effect of options, restricted shares not considered participating securities, notional units and exchangeable notes.
|
(3)
|
Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interest are exchanged for common shares of the Company.
|
|
|
2013
|
|
2012
|
||||
Same Center Net Operating Income
|
|
|
|
|
||||
Income before equity in earnings (losses) of unconsolidated joint ventures
|
|
$
|
102,281
|
|
|
$
|
59,771
|
|
Interest expense
|
|
51,616
|
|
|
49,814
|
|
||
Gain on previously held interest in acquired joint venture
|
|
(26,002
|
)
|
|
—
|
|
||
Operating income
|
|
127,895
|
|
|
109,585
|
|
||
Adjusted to exclude:
|
|
|
|
|
||||
Depreciation and amortization
|
|
95,746
|
|
|
98,683
|
|
||
Other non-property income and losses
|
|
(8,821
|
)
|
|
(5,615
|
)
|
||
Acquisition costs
|
|
1,203
|
|
|
117
|
|
||
General and administrative expenses
|
|
39,119
|
|
|
37,452
|
|
||
Property net operating income
|
|
255,142
|
|
|
240,222
|
|
||
Less: non-cash adjustments and termination rents
(1)
|
|
(5,596
|
)
|
|
(5,470
|
)
|
||
Property net operating income - cash basis
|
|
249,546
|
|
|
234,752
|
|
||
Less: non-same center and other NOI
(2)
|
|
(5,296
|
)
|
|
(505
|
)
|
||
Total same center NOI - cash basis
|
|
$
|
244,250
|
|
|
$
|
234,247
|
|
(1)
|
Non-cash items include straight-line rent, net above and below market rent amortization and gains or losses on outparcel sales.
|
(2)
|
Excluded from Same Center NOI are the following:
|
a.
|
Locust Grove - 26,000 square foot expansion which opened during April 2012.
|
b.
|
Gonzales - 40,000 square foot expansion which opened during March and April 2013.
|
c.
|
Sevierville - 20,000 expansion which opened during September 2013.
|
d.
|
Deer Park - The Company acquired a controlling interest in the
741,981
square foot center located in Deer Park, NY on August 30, 2013.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
(a)
|
Evaluation of disclosure control procedures.
|
(b)
|
Management's report on internal control over financial reporting.
|
(1)
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
(2)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
|
(c)
|
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter ended
December 31, 2013
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
(a)
|
Evaluation of disclosure control procedures.
|
(b)
|
Management's report on internal control over financial reporting.
|
(1)
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Operating Partnership;
|
(2)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Operating Partnership are being made only in accordance with authorizations of management and trustees of the Operating Partnership; and
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Operating Partnership's assets that could have a material effect on the financial statements.
|
(c)
|
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter ended
December 31, 2013
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
|
Plan Category
|
|
(a)
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
(1)
|
|
(b)
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
(c)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
(2)
|
||||
Equity compensation plans approved by security holders
|
|
1,415,219
|
|
|
$
|
24.13
|
|
|
3,140,128
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,415,219
|
|
|
$
|
24.13
|
|
|
3,140,128
|
|
(1)
|
Includes 933,769 restricted common shares that were issued in January 2014 under the 2010 Multi-Year Performance Plan. Under the plan, we issued 392,000 notional units, net of notional units forfeited, which would convert into restricted common shares on a one-for one basis to one-for-three basis depending upon the amount by which the Company's common shares appreciated above a minimum level over a four year performance period ending December 31, 2013. Also includes 315,150 restricted common shares, the maximum amount of restricted common shares that may be issued under the 2013 Outperformance Plan (the "2013 OPP"). Under the 2013 OPP, award recipients may earn up to an aggregate of
315,150
restricted common shares of the Company based on the Company’s absolute share price appreciation (or total shareholder return) and its share price appreciation relative to its peer group, over a
three
year measurement period from January 1, 2013 through December 31, 2015.The weighted average exercise price in column (b) does not take these awards into account.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
Report of Independent Registered Public Accounting Firm (Tanger Factory Outlet Centers, Inc.)
|
|
Report of Independent Registered Public Accounting Firm (Tanger Properties Limited Partnership)
|
|
|
|
Financial Statements of Tanger Factory Outlet Centers, Inc.
|
|
Consolidated Balance Sheets - December 31, 2013 and 2012
|
|
Consolidated Statements of Operations - Years Ended December 31, 2013, 2012 and 2011
|
|
Consolidated Statements of Comprehensive Income - Years Ended December 31, 2013, 2012 and 2011
|
|
Consolidated Statements of Shareholders' Equity - Years Ended December 31, 2013, 2012 and 2011
|
|
Consolidated Statements of Cash Flows - Years Ended December 31, 2013, 2012 and 2011
|
|
|
|
Financial Statements of Tanger Properties Limited Partnership
|
|
Consolidated Balance Sheets-December 31, 2013 and 2012
|
|
Consolidated Statements of Operations- Years Ended December 31, 2013, 2012 and 2011
|
|
Consolidated Statements of Comprehensive Income - Years Ended December 31, 2013, 2012 and 2011
|
|
Consolidated Statements of Equity- Years Ended December 31, 2013, 2012 and 2011
|
|
Consolidated Statements of Cash Flows- Years Ended December 31, 2013, 2012 and 2011
|
|
Notes to Consolidated Financial Statements (Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership
|
Schedule III
|
|
Real Estate and Accumulated Depreciation
|
3.
|
Exhibits
|
Exhibit No.
|
|
Description
|
3.1
|
|
Amended and Restated Articles of Incorporation of the Company. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1996.)
|
|
|
|
3.1A
|
|
Amendment to Amended and Restated Articles of Incorporation dated May 29, 1996. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1996.)
|
|
|
|
3.1B
|
|
Amendment to Amended and Restated Articles of Incorporation dated August 20, 1998. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1998.)
|
|
|
|
3.1C
|
|
Amendment to Amended and Restated Articles of Incorporation dated September 30, 1999. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1999.)
|
|
|
|
3.1D
|
|
Amendment to Amended and Restated Articles of Incorporation dated November 10, 2005. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated November 10, 2005.)
|
|
|
|
3.1E
|
|
Amendment to Amended and Restated Articles of Incorporation dated June 13, 2007. (Incorporated by reference to the exhibits of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.)
|
|
|
|
3.1F
|
|
Articles of Amendment to Amended and Restated Articles of Incorporation dated August 27, 2008. (Incorporated by reference to the exhibits of the Company's current report on Form 8-K dated August 29, 2008).
|
|
|
|
3.1G
|
|
Articles of Amendment to Amended and Restated Articles of Incorporation of Tanger Factory Outlet Centers, Inc. dated May 18, 2011. (Incorporated by reference to the exhibits of the Company's and Operating Partnership's Report on Form 10-Q for the quarter ended June 30, 2011.)
|
|
|
|
3.1 H
|
|
Articles of Amendment to Amended and Restated Articles of Incorporation of Tanger Factory Outlet Centers, Inc., dated May 24, 2012. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Form S-3 dated June 7, 2012.)
|
|
|
|
3.2
|
|
By-laws of Tanger Factory Outlet Centers, Inc. restated to reflect all amendments through May 18, 2012. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Form S-3 dated June 7, 2012.)
|
|
|
|
3.3
|
|
Amended and Restated Agreement of Limited Partnership for Tanger Properties Limited Partnership dated August 30, 2013.
|
|
|
|
4.1
|
|
Form of Senior Indenture. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated March 6, 1996.)
|
|
|
|
4.1A
|
|
Form of First Supplemental Indenture (to Senior Indenture). (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated March 6, 1996.)
|
|
|
|
4.1B
|
|
Form of Second Supplemental Indenture (to Senior Indenture) dated October 24, 1997 among Tanger Properties Limited Partnership, Tanger Factory Outlet Centers, Inc. and State Street Bank & Trust Company. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated October 29, 1997.)
|
|
|
|
4.1C
|
|
Form of Third Supplemental Indenture (to Senior Indenture) dated February 15, 2001. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated February 16, 2001.)
|
|
|
|
4.1D
|
|
Form of Fourth Supplemental Indenture (to Senior Indenture) dated November 4, 2005. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2006.)
|
|
|
|
4.1E
|
|
Form of Fifth Supplemental Indenture (to Senior Indenture) dated August 16, 2006. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2006.)
|
|
|
|
4.1F
|
|
Form of Sixth Supplemental Indenture (to Senior Indenture) dated July 2, 2009. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-3 filed on July 2, 2009.)
|
|
|
|
4.1G
|
|
Form of Seventh Supplemental Indenture (to Senior Indenture) dated June 7, 2010. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Current Report on Form 8-K dated June 7, 2010.)
|
|
|
|
4.1H
|
|
Form of Eighth Supplemental Indenture (to Senior Indenture) dated November 25, 2013. (Incorporated by reference to exhibits to the Company's and Operating Partnership's Current Report on Form 8-K dated November 25, 2013.)
|
|
|
|
10.1 *
|
|
Amended and Restated Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership, effective December 29, 2008. (Incorporated by reference to the Company's Current Report on Form 8-K/A dated March 20, 2009.)
|
|
|
|
10.1A *
|
|
Amendment to the Amended and Restated Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership, dated May 14, 2010. (Incorporated by reference to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.)
|
|
|
|
10.2 *
|
|
Form of Stock Option Agreement between the Company and certain Directors. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1993.)
|
10.3 *
|
|
Form of Unit Option Agreement between the Operating Partnership and certain employees. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1993.)
|
|
|
|
10.4 *
|
|
Form of Non-Qualified Share Option Agreement between Tanger Factory Outlet Centers, Inc., Tanger Properties Limited Partnership and certain employees. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.)
|
|
|
|
10.5 *
|
|
Amended and Restated Employment Agreement of Steven B. Tanger dated February 28, 2012. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Current Report on Form 8-K dated February 29, 2012.)
|
|
|
|
10.6 *
|
|
Amended and Restated Employment Agreement for Frank C. Marchisello, Jr., as of December 29, 2008. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated December 31, 2008.)
|
|
|
|
10.7 *
|
|
Amended and Restated Employment Agreement for Lisa J. Morrison, as of December 29, 2008. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated December 31, 2008.)
|
|
|
|
10.8 *
|
|
Amended and Restated Employment Agreement for Carrie A. Geldner, as of December 29, 2008. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2009.)
|
|
|
|
10.9 *
|
|
Employment Agreement for Chad D. Perry, dated as of December 12, 2011. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2011.)
|
|
|
|
10.10 *
|
|
Employment Agreement for Thomas E. McDonough, dated August 23, 2010. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Current Report on form 8-K dated August 23, 2010.)
|
|
|
|
10.11 *
|
|
Amended and Restated Employment Agreement for James F. Williams, as of December 29, 2008. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.)
|
|
|
|
10.12 *
|
|
Amended and Restated Employment Agreement for Virginia R. Summerell, as of December 29, 2008. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.)
|
|
|
|
10.13 *
|
|
Employment Agreement for Manuel O. Jessup, dated October 5, 2012.(Incorporated by reference to the exhibits to the Company's and Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.)
|
|
|
|
10.14
|
|
Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.)
|
|
|
|
10.14A
|
|
Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1995.)
|
|
|
|
10.14B
|
|
Second Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger dated September 4, 2002. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2003.)
|
|
|
|
10.14C
|
|
Third Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger dated December 5, 2003. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2003.)
|
|
|
|
10.14D
|
|
Fourth Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger dated August 8, 2006. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-3, dated August 9, 2006.)
|
|
|
|
10.14E
|
|
Fifth Amendment to Registration Rights Agreement among the Company, The Tanger Family Limited Partnership and Stanley K. Tanger dated August 10, 2009. (Incorporated by reference to exhibits to the Company's Current Report on Form 8-K dated August 14, 2009.)
|
|
|
|
10.15
|
|
Registration Rights Agreement amount Tanger Factory Outlet Centers, Inc., Tanger Properties Limited Partnership and DPSW Deer Park LLC. (Incorporated by reference to the exhibits to the Company's and the Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.)
|
|
|
|
10.16
|
|
Agreement Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.)
|
|
|
|
10.17
|
|
Assignment and Assumption Agreement among Stanley K. Tanger, Stanley K. Tanger & Company, the Tanger Family Limited Partnership, the Operating Partnership and the Company. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.)
|
|
|
|
10.18
|
|
COROC Holdings, LLC Limited Liability Company Agreement dated October 3, 2003. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated December 8, 2003.)
|
|
|
|
10.19
|
|
Form of Shopping Center Management Agreement between owners of COROC Holdings, LLC and Tanger Properties Limited Partnership. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated December 8, 2003.)
|
|
|
|
10.20 *
|
|
Form of Restricted Share Agreement between the Company and certain Officers. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2008.)
|
10.21 *
|
|
Form of Restricted Share Agreement between the Company and certain Officers with certain performance criteria vesting. (Incorporated by reference to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.)
|
|
|
|
10.21A *
|
|
Form of Amendment to Restricted Share Agreement between the Company and certain Officers with certain performance criteria vesting. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2008.)
|
|
|
|
10.22 *
|
|
Form of Restricted Share Agreement between the Company and certain Directors. (Incorporated by reference to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.)
|
|
|
|
10.23 *
|
|
Restricted Share Agreement between the Company and Steven. B. Tanger dated February 28, 2012. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.)
|
|
|
|
10.24 *
|
|
Form of Tanger Factory Outlet Centers, Inc. Notional Unit Award Agreement between the Company and certain Officers. (Incorporated by reference to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.)
|
|
|
|
10.25*
|
|
Form of 2013 Outperformance Plan Notional Unit Award agreement. (Incorporated by reference to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.)
|
|
|
|
10.26 *
|
|
Director Deferred Share Program of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership. (Incorporated by reference to the exhibits to the Company's and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.)
|
|
|
|
10.27
|
|
Purchase Agreement between Tanger Factory Outlet Centers, Inc. and Cohen & Steers Capital Management, Inc. relating to a registered direct offering of 3,000,000 of the Company's common shares dated August 30, 2005. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated August 31, 2005.)
|
|
|
|
10.28
|
|
Credit Agreement, dated as of November 29, 2010, among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent, and the Other Lenders Party Thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, successor by merger to Banc of America Securities LLC, and Wells Fargo Securities, LLC, as Joint Bookrunners and Joint Lead Arrangers, Wells Fargo Bank, National Association, as Syndication Agent, and Branch Banking and Trust Company, SunTrust Bank and U.S. Bank National Association, as Documentation Agents. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Current Report on Form 8-K dated December 3, 2010.)
|
|
|
|
10.29
|
|
Amended and Restated Credit Agreement, dated as of November 10, 2011, among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto, Bank of America Merrill Lynch, Well Fargo Securities, LLC, and US Bank National Association, as Joint Bookrunners and Joint Lead Arrangers, Well Fargo Bank, National Association, as Syndication Agent, US Bank National Association, as Syndication Agent, Suntrust Bank, as Documentation Agent and Branch Banking and Trust Company, as Documentation Agent. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Current Report on Form 8-K dated November 15, 2011.)
|
|
|
|
10.30
|
|
Modification Agreement, dated October 24, 2013 to the Amended and Restated Credit Agreement, dated as of November 10, 2011, among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto, Bank of America Merrill Lynch, Well Fargo Securities, LLC, and US Bank National Association, as Joint Bookrunners and Joint Lead Arrangers, Well Fargo Bank, National Association, as Syndication Agent, US Bank National Association, as Syndication Agent, Suntrust Bank, as Documentation Agent and Branch Banking and Trust Company, as Documentation Agent.
|
|
|
|
10.31
|
|
Bridge Term Loan Agreement dated June 27, 2011 between Tanger Properties Limited Partnership and Wells Fargo Bank, National Association, as administrative and syndication agent and Wells Fargo Securities, LLC, as bookrunner and lead arranger. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Current Report on Form 8-K dated June 27, 2011.)
|
|
|
|
10.32
|
|
Term loan credit agreement dated February 24, 2012 between Tanger Properties Limited Partnership and Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Bank Securities, LLC, SunTrust Robinson Humphrey, Inc.m and PNC Capital MArkets LLC, as Joint Lead Arrangers, SunTrust Bank and PNC Bank, National Association, as Co-Syndication Agents, Regions Bank, as Documentation Agent and Wells Fargo Securities, LLC, as Sole Bookrunner. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Current Report on Form 8-K dated February 29, 2012.)
|
|
|
|
12.1
|
|
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Dividends.
|
|
|
|
12.2
|
|
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Distributions.
|
|
|
|
21.1
|
|
List of Subsidiaries of the Company.
|
|
|
|
21.2
|
|
List of Subsidiaries of the Operating Partnership.
|
|
|
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
23.2
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
31.1
|
|
Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
|
|
|
|
31.2
|
|
Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
|
|
|
|
31.3
|
|
Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership.
|
|
|
|
31.4
|
|
Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership.
|
|
|
|
32.1
|
|
Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
|
|
|
|
32.2
|
|
Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
|
|
|
|
32.3
|
|
Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership.
|
|
|
|
32.4
|
|
Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership.
|
|
|
|
101.1
|
|
The following Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership financial information for the year ended December 31, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Other Comprehensive Income (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements.
|
|
TANGER FACTORY OUTLET CENTERS, INC.
|
|
|
|
|
By:
|
/s/ Steven B. Tanger
|
|
|
Steven B. Tanger
|
|
|
President and Chief Executive Officer
|
|
Signature
|
|
Title
|
|
Date
|
/s/ William G. Benton
|
|
|
|
|
William G. Benton
|
|
Non-Executive Chairman of the Board of Directors
|
|
March 3, 2014
|
|
|
|
|
|
/s/ Steven B. Tanger
|
|
|
|
|
Steven B. Tanger
|
|
Director, President and Chief Executive Officer (Principal Executive Officer)
|
|
March 3, 2014
|
|
|
|
|
|
/s/ Frank C. Marchisello Jr.
|
|
|
|
|
Frank C. Marchisello Jr.
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
March 3, 2014
|
|
|
|
|
|
/s/ James F. Williams
|
|
|
|
|
James F. Williams
|
|
Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)
|
|
March 3, 2014
|
|
|
|
|
|
/s/ Jack Africk
|
|
|
|
|
Jack Africk
|
|
Director
|
|
March 3, 2014
|
|
|
|
|
|
/s/ Bridget Ryan Berman
|
|
|
|
|
Bridget Ryan Berman
|
|
Director
|
|
March 3, 2014
|
|
|
|
|
|
/s/ Donald G. Drapkin
|
|
|
|
|
Donald G. Drapkin
|
|
Director
|
|
March 3, 2014
|
|
|
|
|
|
/s/ Thomas J. Reddin
|
|
|
|
|
Thomas J. Reddin
|
|
Director
|
|
March 3, 2014
|
|
|
|
|
|
/s/ Thomas E. Robinson
|
|
|
|
|
Thomas E. Robinson
|
|
Director
|
|
March 3, 2014
|
|
|
|
|
|
/s/ Allan L. Schuman
|
|
|
|
|
Allan L. Schuman
|
|
Director
|
|
March 3, 2014
|
|
TANGER PROPERTIES LIMITED PARTNERSHIP
|
|
|
|
|
By:
|
Tanger GP Trust, its sole general partner
|
|
|
|
|
By:
|
/s/ Steven B. Tanger
|
|
|
Steven B. Tanger
|
|
|
President and Chief Executive Officer
|
|
Signature
|
|
Title
|
|
Date
|
/s/ Steven B. Tanger
|
|
|
|
|
Steven B. Tanger
|
|
Chairman of the Board of Trustees, President and Chief Executive Officer (Principal Executive Officer)
|
|
March 3, 2014
|
|
|
|
|
|
/s/ Frank C. Marchisello Jr.
|
|
|
|
|
Frank C. Marchisello Jr.
|
|
Vice President and Treasurer (Principal Financial Officer)
|
|
March 3, 2014
|
|
|
|
|
|
/s/ James F. Williams
|
|
|
|
|
James F. Williams
|
|
Vice President and Assistant Treasurer (Principal Accounting Officer)
|
|
March 3, 2014
|
|
|
|
|
|
/s/ Jack Africk
|
|
|
|
|
Jack Africk
|
|
Trustee
|
|
March 3, 2014
|
|
|
|
|
|
/s/ William G. Benton
|
|
|
|
|
William G. Benton
|
|
Trustee
|
|
March 3, 2014
|
|
|
|
|
|
/s/ Bridget Ryan Berman
|
|
|
|
|
Bridget Ryan Berman
|
|
Trustee
|
|
March 3, 2014
|
|
|
|
|
|
/s/ Donald G. Drapkin
|
|
|
|
|
Donald G. Drapkin
|
|
Trustee
|
|
March 3, 2014
|
|
|
|
|
|
/s/ Thomas J. Reddin
|
|
|
|
|
Thomas J. Reddin
|
|
Trustee
|
|
March 3, 2014
|
|
|
|
|
|
/s/ Thomas E. Robinson
|
|
|
|
|
Thomas E. Robinson
|
|
Trustee
|
|
March 3, 2014
|
|
|
|
|
|
/s/ Allan L. Schuman
|
|
|
|
|
Allan L. Schuman
|
|
Trustee
|
|
March 3, 2014
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
|
|
|
||
Rental property
|
|
|
|
|
||||
Land
|
|
$
|
230,415
|
|
|
$
|
148,002
|
|
Buildings, improvements and fixtures
|
|
2,009,971
|
|
|
1,796,042
|
|
||
Construction in progress
|
|
9,433
|
|
|
3,308
|
|
||
|
|
2,249,819
|
|
|
1,947,352
|
|
||
Accumulated depreciation
|
|
(654,631
|
)
|
|
(582,859
|
)
|
||
Total rental property, net
|
|
1,595,188
|
|
|
1,364,493
|
|
||
Cash and cash equivalents
|
|
15,241
|
|
|
10,335
|
|
||
Investments in unconsolidated joint ventures
|
|
140,214
|
|
|
126,632
|
|
||
Deferred lease costs and other intangibles, net
|
|
163,581
|
|
|
107,415
|
|
||
Deferred debt origination costs, net
|
|
10,818
|
|
|
9,083
|
|
||
Prepaids and other assets
|
|
81,414
|
|
|
60,842
|
|
||
Total assets
|
|
$
|
2,006,456
|
|
|
$
|
1,678,800
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Debt
|
|
|
|
|
||||
Senior, unsecured notes (net of discount of $5,752 and $1,967, respectively)
|
|
$
|
794,248
|
|
|
$
|
548,033
|
|
Unsecured term loans (net of discount of $396 and $547, respectively)
|
|
267,104
|
|
|
259,453
|
|
||
Mortgages payable (including premiums of $3,799 and $6,362, respectively)
|
|
250,497
|
|
|
107,745
|
|
||
Unsecured lines of credit
|
|
16,200
|
|
|
178,306
|
|
||
Total debt
|
|
1,328,049
|
|
|
1,093,537
|
|
||
Construction trade payables
|
|
9,776
|
|
|
7,084
|
|
||
Accounts payable and accrued expenses
|
|
49,686
|
|
|
41,149
|
|
||
Deferred financing obligation
|
|
28,388
|
|
|
—
|
|
||
Other liabilities
|
|
32,962
|
|
|
23,155
|
|
||
Total liabilities
|
|
1,448,861
|
|
|
1,164,925
|
|
||
Commitments and contingencies
|
|
—
|
|
|
—
|
|
||
Equity
|
|
|
|
|
||||
Tanger Factory Outlet Centers, Inc.
|
|
|
|
|
||||
Common shares, $.01 par value, 300,000,000 authorized, 94,505,685 and 94,061,384 shares issued and outstanding at December 31, 2013 and 2012, respectively
|
|
945
|
|
|
941
|
|
||
Paid in capital
|
|
788,984
|
|
|
766,056
|
|
||
Accumulated distributions in excess of net income
|
|
(265,242
|
)
|
|
(285,588
|
)
|
||
Accumulated other comprehensive (loss) income
|
|
(2,428
|
)
|
|
1,200
|
|
||
Equity attributable to Tanger Factory Outlet Centers, Inc.
|
|
522,259
|
|
|
482,609
|
|
||
Equity attributable to noncontrolling interests:
|
|
|
|
|
||||
Noncontrolling interests in Operating Partnership
|
|
28,432
|
|
|
24,432
|
|
||
Noncontrolling interests in other consolidated partnerships
|
|
6,904
|
|
|
6,834
|
|
||
Total equity
|
|
557,595
|
|
|
513,875
|
|
||
Total liabilities and equity
|
|
$
|
2,006,456
|
|
|
$
|
1,678,800
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
REVENUES
|
|
|
|
|
|
|
|
|
|
|||
Base rentals
|
|
$
|
253,402
|
|
|
$
|
235,233
|
|
|
$
|
207,637
|
|
Percentage rentals
|
|
11,251
|
|
|
11,172
|
|
|
9,084
|
|
|||
Expense reimbursements
|
|
109,654
|
|
|
101,110
|
|
|
89,620
|
|
|||
Other income
|
|
10,702
|
|
|
9,482
|
|
|
8,882
|
|
|||
Total revenues
|
|
385,009
|
|
|
356,997
|
|
|
315,223
|
|
|||
EXPENSES
|
|
|
|
|
|
|
|
|
|
|||
Property operating
|
|
121,046
|
|
|
111,160
|
|
|
100,246
|
|
|||
General and administrative
|
|
39,119
|
|
|
37,452
|
|
|
30,132
|
|
|||
Acquisition costs
|
|
1,203
|
|
|
117
|
|
|
2,736
|
|
|||
Abandoned development costs
|
|
—
|
|
|
—
|
|
|
158
|
|
|||
Depreciation and amortization
|
|
95,746
|
|
|
98,683
|
|
|
84,015
|
|
|||
Total expenses
|
|
257,114
|
|
|
247,412
|
|
|
217,287
|
|
|||
Operating income
|
|
127,895
|
|
|
109,585
|
|
|
97,936
|
|
|||
Interest expense
|
|
(51,616
|
)
|
|
(49,814
|
)
|
|
(45,382
|
)
|
|||
Gain on previously held interest in acquired joint venture
|
|
26,002
|
|
|
—
|
|
|
—
|
|
|||
Income before equity in earnings (losses) of unconsolidated joint ventures
|
|
102,281
|
|
|
59,771
|
|
|
52,554
|
|
|||
Equity in earnings (losses) of unconsolidated joint ventures
|
|
11,040
|
|
|
(3,295
|
)
|
|
(1,565
|
)
|
|||
Net income
|
|
113,321
|
|
|
56,476
|
|
|
50,989
|
|
|||
Noncontrolling interests in Operating Partnership
|
|
(5,643
|
)
|
|
(3,267
|
)
|
|
(6,356
|
)
|
|||
Noncontrolling interests in other consolidated partnerships
|
|
(121
|
)
|
|
19
|
|
|
8
|
|
|||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
107,557
|
|
|
$
|
53,228
|
|
|
$
|
44,641
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per common share
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1.14
|
|
|
$
|
0.57
|
|
|
$
|
0.53
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1.13
|
|
|
$
|
0.57
|
|
|
$
|
0.52
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
|
$
|
113,321
|
|
|
$
|
56,476
|
|
|
$
|
50,989
|
|
Other comprehensive loss
|
|
|
|
|
|
|
||||||
Reclassification adjustments for amounts recognized in net income
|
|
(242
|
)
|
|
(351
|
)
|
|
(331
|
)
|
|||
Foreign currency translation adjustments
|
|
(4,968
|
)
|
|
(5
|
)
|
|
—
|
|
|||
Change in fair value of cash flow hedges
|
|
1,382
|
|
|
—
|
|
|
—
|
|
|||
Changes in fair value of our portion of our unconsolidated joint ventures' cash flow hedges
|
|
—
|
|
|
—
|
|
|
46
|
|
|||
Other comprehensive loss
|
|
(3,828
|
)
|
|
(356
|
)
|
|
(285
|
)
|
|||
Comprehensive income
|
|
109,493
|
|
|
56,120
|
|
|
50,704
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(5,564
|
)
|
|
(3,227
|
)
|
|
(6,312
|
)
|
|||
Comprehensive income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
103,929
|
|
|
$
|
52,893
|
|
|
$
|
44,392
|
|
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except share and per share data)
|
|||||||||||||||||||||||||
|
|
Common shares
|
Paid in capital
|
Distributions in excess of earnings
|
Accumulated other comprehensive income (loss)
|
Total shareholders' equity
|
Noncontrolling interest in Operating Partnership
|
Noncontrolling interests in other consolidated partnerships
|
Total
equity
|
||||||||||||||||
Balance, December 31, 2010
|
|
$
|
810
|
|
$
|
604,359
|
|
$
|
(240,024
|
)
|
$
|
1,784
|
|
$
|
366,929
|
|
$
|
54,966
|
|
$
|
—
|
|
$
|
421,895
|
|
Net income
|
|
—
|
|
—
|
|
44,641
|
|
—
|
|
44,641
|
|
6,356
|
|
(8
|
)
|
50,989
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
—
|
|
(249
|
)
|
(249
|
)
|
(36
|
)
|
—
|
|
(285
|
)
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
7,291
|
|
—
|
|
—
|
|
7,291
|
|
—
|
|
—
|
|
7,291
|
|
||||||||
Issuance of 4,600,000 common shares, net of issuance costs of $670,000
|
|
46
|
|
117,329
|
|
—
|
|
—
|
|
117,375
|
|
—
|
|
—
|
|
117,375
|
|
||||||||
Issuance of 36,500 common shares upon exercise of options
|
|
—
|
|
353
|
|
—
|
|
—
|
|
353
|
|
—
|
|
—
|
|
353
|
|
||||||||
Grant of 317,400 restricted shares, net of forfeitures
|
|
3
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Adjustment for noncontrolling interest in Operating Partnership
|
|
—
|
|
(9,242
|
)
|
—
|
|
—
|
|
(9,242
|
)
|
9,242
|
|
—
|
|
—
|
|
||||||||
Adjustment for noncontrolling interests in other consolidated partnerships
|
|
—
|
|
(6
|
)
|
—
|
|
—
|
|
(6
|
)
|
—
|
|
6,851
|
|
6,845
|
|
||||||||
Exchange of 641,328 Operating Partnership units for 641,328 common shares
|
|
7
|
|
(7
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Issuance of 136,360 common shares upon exchange of exchangeable notes
|
|
1
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Common dividends ($0.7938 per share)
|
|
—
|
|
—
|
|
(66,530
|
)
|
—
|
|
(66,530
|
)
|
—
|
|
—
|
|
(66,530
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(9,501
|
)
|
—
|
|
(9,501
|
)
|
||||||||
Balance, December 31, 2011
|
|
$
|
867
|
|
$
|
720,073
|
|
$
|
(261,913
|
)
|
$
|
1,535
|
|
$
|
460,562
|
|
$
|
61,027
|
|
$
|
6,843
|
|
$
|
528,432
|
|
Net income
|
|
—
|
|
—
|
|
53,228
|
|
—
|
|
53,228
|
|
3,267
|
|
(19
|
)
|
56,476
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
—
|
|
(335
|
)
|
(335
|
)
|
(21
|
)
|
—
|
|
(356
|
)
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
10,676
|
|
—
|
|
—
|
|
10,676
|
|
—
|
|
—
|
|
10,676
|
|
||||||||
Issuance of 37,700 common shares upon exercise of options
|
|
—
|
|
481
|
|
—
|
|
—
|
|
481
|
|
—
|
|
—
|
|
481
|
|
||||||||
Grant of 566,000 restricted shares, net of forfeitures
|
|
6
|
|
(6
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
|
—
|
|
34,910
|
|
—
|
|
—
|
|
34,910
|
|
(34,910
|
)
|
—
|
|
—
|
|
||||||||
Adjustment for noncontrolling interests in other consolidated partnerships
|
|
—
|
|
(10
|
)
|
—
|
|
—
|
|
(10
|
)
|
—
|
|
10
|
|
—
|
|
||||||||
Exchange of 6,730,028 Operating Partnership units for 6,730,028 common shares
|
|
68
|
|
(68
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Common dividends ($0.8300 per share)
|
|
—
|
|
—
|
|
(76,903
|
)
|
—
|
|
(76,903
|
)
|
—
|
|
—
|
|
(76,903
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,931
|
)
|
—
|
|
(4,931
|
)
|
||||||||
Balance, December 31, 2012
|
|
$
|
941
|
|
$
|
766,056
|
|
$
|
(285,588
|
)
|
$
|
1,200
|
|
$
|
482,609
|
|
$
|
24,432
|
|
$
|
6,834
|
|
$
|
513,875
|
|
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except share and per share data)
|
|||||||||||||||||||||||||
|
|
Common shares
|
Paid in capital
|
Distributions in excess of earnings
|
Accumulated other comprehensive income (loss)
|
Total shareholders' equity
|
Noncontrolling interest in Operating Partnership
|
Noncontrolling interests in other consolidated partnerships
|
Total
equity
|
||||||||||||||||
Balance, December 31, 2012
|
|
$
|
941
|
|
$
|
766,056
|
|
$
|
(285,588
|
)
|
$
|
1,200
|
|
$
|
482,609
|
|
$
|
24,432
|
|
$
|
6,834
|
|
$
|
513,875
|
|
Net income
|
|
—
|
|
—
|
|
107,557
|
|
—
|
|
107,557
|
|
5,643
|
|
121
|
|
113,321
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
—
|
|
(3,628
|
)
|
(3,628
|
)
|
(200
|
)
|
—
|
|
(3,828
|
)
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
11,743
|
|
—
|
|
—
|
|
11,743
|
|
—
|
|
—
|
|
11,743
|
|
||||||||
Issuance of 44,500 common shares upon exercise of options
|
|
—
|
|
635
|
|
—
|
|
—
|
|
635
|
|
—
|
|
—
|
|
635
|
|
||||||||
Issuance of 450,576 Operating Partnership limited partner units
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13,981
|
|
—
|
|
13,981
|
|
||||||||
Grant of 332,373 restricted shares, net of forfeitures
|
|
3
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
|
—
|
|
11,130
|
|
—
|
|
—
|
|
11,130
|
|
(11,130
|
)
|
—
|
|
—
|
|
||||||||
Adjustment for noncontrolling interests in other consolidated partnerships
|
|
—
|
|
(576
|
)
|
—
|
|
—
|
|
(576
|
)
|
—
|
|
576
|
|
—
|
|
||||||||
Acquisition of noncontrolling interests in other consolidated partnerships
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(525
|
)
|
(525
|
)
|
||||||||
Exchange of 67,428 Operating Partnership units for 67,428 common shares
|
|
1
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Common dividends ($0.885 per share)
|
|
—
|
|
—
|
|
(87,211
|
)
|
—
|
|
(87,211
|
)
|
—
|
|
—
|
|
(87,211
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,294
|
)
|
(102
|
)
|
(4,396
|
)
|
||||||||
Balance, December 31, 2013
|
|
$
|
945
|
|
$
|
788,984
|
|
$
|
(265,242
|
)
|
$
|
(2,428
|
)
|
$
|
522,259
|
|
$
|
28,432
|
|
$
|
6,904
|
|
$
|
557,595
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
113,321
|
|
|
$
|
56,476
|
|
|
$
|
50,989
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
95,746
|
|
|
98,683
|
|
|
84,015
|
|
|||
Amortization of deferred financing costs
|
|
2,194
|
|
|
2,313
|
|
|
2,143
|
|
|||
Gain on previously held interest in acquired joint venture
|
|
(26,002
|
)
|
|
—
|
|
|
—
|
|
|||
Equity in (earnings) losses of unconsolidated joint ventures
|
|
(11,040
|
)
|
|
3,295
|
|
|
1,565
|
|
|||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
5,853
|
|
|
1,005
|
|
|
499
|
|
|||
Share-based compensation expense
|
|
11,376
|
|
|
10,676
|
|
|
7,291
|
|
|||
Amortization of debt (premiums) and discounts, net
|
|
(886
|
)
|
|
(1,007
|
)
|
|
(315
|
)
|
|||
Net amortization (accretion) of market rent rate adjustments
|
|
1,141
|
|
|
(348
|
)
|
|
(454
|
)
|
|||
Straight-line rent adjustments
|
|
(5,529
|
)
|
|
(3,649
|
)
|
|
(3,829
|
)
|
|||
Changes in other asset and liabilities:
|
|
|
|
|
|
|
||||||
Other assets
|
|
(7,676
|
)
|
|
(5,557
|
)
|
|
(9,080
|
)
|
|||
Accounts payable and accrued expenses
|
|
8,988
|
|
|
3,863
|
|
|
3,170
|
|
|||
Net cash provided by operating activities
|
|
187,486
|
|
|
165,750
|
|
|
135,994
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Additions to rental property
|
|
(47,436
|
)
|
|
(41,283
|
)
|
|
(60,314
|
)
|
|||
Acquisition of interest in unconsolidated joint venture, net of cash acquired
|
|
(11,271
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of rental property
|
|
—
|
|
|
—
|
|
|
(266,211
|
)
|
|||
Additions to investments in and notes receivable from unconsolidated joint ventures
|
|
(150,854
|
)
|
|
(103,041
|
)
|
|
(25,314
|
)
|
|||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
47,149
|
|
|
1,471
|
|
|
701
|
|
|||
Additions to non-real estate assets
|
|
(7,768
|
)
|
|
—
|
|
|
—
|
|
|||
Additions to deferred lease costs
|
|
(4,046
|
)
|
|
(5,056
|
)
|
|
(10,661
|
)
|
|||
Net proceeds from sales of real estate
|
|
—
|
|
|
—
|
|
|
723
|
|
|||
Net cash used in investing activities
|
|
(174,226
|
)
|
|
(147,909
|
)
|
|
(361,076
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Cash dividends paid
|
|
(87,211
|
)
|
|
(76,903
|
)
|
|
(66,530
|
)
|
|||
Distributions to noncontrolling interests in Operating Partnership
|
|
(4,294
|
)
|
|
(4,931
|
)
|
|
(9,501
|
)
|
|||
Proceeds from issuance of common shares
|
|
—
|
|
|
—
|
|
|
117,375
|
|
|||
Proceeds from debt issuances
|
|
785,803
|
|
|
585,800
|
|
|
876,342
|
|
|||
Repayments of debt
|
|
(697,377
|
)
|
|
(517,271
|
)
|
|
(687,390
|
)
|
|||
Acquisition of noncontrolling interests in other consolidated partnerships
|
|
(525
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to noncontrolling interests in other consolidated partnerships
|
|
(102
|
)
|
|
—
|
|
|
—
|
|
|||
Additions to deferred financing costs
|
|
(4,001
|
)
|
|
(2,591
|
)
|
|
(3,431
|
)
|
|||
Proceeds from exercise of options
|
|
635
|
|
|
481
|
|
|
353
|
|
|||
Net cash provided by (used in) financing activities
|
|
(7,072
|
)
|
|
(15,415
|
)
|
|
227,218
|
|
|||
Effect of foreign currency rate changes on cash and equivalents
|
|
(1,282
|
)
|
|
15
|
|
|
—
|
|
|||
Net increase in cash and cash equivalents
|
|
4,906
|
|
|
2,441
|
|
|
2,136
|
|
|||
Cash and cash equivalents, beginning of year
|
|
10,335
|
|
|
7,894
|
|
|
5,758
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
15,241
|
|
|
$
|
10,335
|
|
|
$
|
7,894
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
|
|
|
||
Rental property
|
|
|
|
|
||||
Land
|
|
$
|
230,415
|
|
|
$
|
148,002
|
|
Buildings, improvements and fixtures
|
|
2,009,971
|
|
|
1,796,042
|
|
||
Construction in progress
|
|
9,433
|
|
|
3,308
|
|
||
|
|
2,249,819
|
|
|
1,947,352
|
|
||
Accumulated depreciation
|
|
(654,631
|
)
|
|
(582,859
|
)
|
||
Total rental property, net
|
|
1,595,188
|
|
|
1,364,493
|
|
||
Cash and cash equivalents
|
|
14,984
|
|
|
10,295
|
|
||
Investments in unconsolidated joint ventures
|
|
140,214
|
|
|
126,632
|
|
||
Deferred lease costs and other intangibles, net
|
|
163,581
|
|
|
107,415
|
|
||
Deferred debt origination costs, net
|
|
10,818
|
|
|
9,083
|
|
||
Prepaids and other assets
|
|
81,165
|
|
|
60,408
|
|
||
Total assets
|
|
$
|
2,005,950
|
|
|
$
|
1,678,326
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Debt
|
|
|
|
|
||||
Senior, unsecured notes (net of discount of $5,752 and $1,967, respectively)
|
|
$
|
794,248
|
|
|
$
|
548,033
|
|
Unsecured term loans (net of discount of $396 and $547, respectively)
|
|
267,104
|
|
|
259,453
|
|
||
Mortgages payable (including premiums of $3,799 and $6,362, respectively)
|
|
250,497
|
|
|
107,745
|
|
||
Unsecured lines of credit
|
|
16,200
|
|
|
178,306
|
|
||
Total debt
|
|
1,328,049
|
|
|
1,093,537
|
|
||
Construction trade payables
|
|
9,776
|
|
|
7,084
|
|
||
Accounts payable and accrued expenses
|
|
49,180
|
|
|
40,675
|
|
||
Deferred financing obligation
|
|
28,388
|
|
|
—
|
|
||
Other liabilities
|
|
32,962
|
|
|
23,155
|
|
||
Total liabilities
|
|
1,448,355
|
|
|
1,164,451
|
|
||
Commitments and contingencies
|
|
—
|
|
|
—
|
|
||
Equity
|
|
|
|
|
||||
Partners' Equity
|
|
|
|
|
||||
General partner, 1,000,000 units outstanding at December 31, 2013 and 2012
|
|
4,988
|
|
|
4,720
|
|
||
Limited partners, 5,145,012 and 4,761,864 Class A units and 93,505,685 and 93,061,384 Class B units outstanding at December 31, 2013 and 2012, respectively
|
|
548,424
|
|
|
501,214
|
|
||
Accumulated other comprehensive (loss) income
|
|
(2,721
|
)
|
|
1,107
|
|
||
Total partners' equity
|
|
550,691
|
|
|
507,041
|
|
||
Noncontrolling interests in consolidated partnerships
|
|
6,904
|
|
|
6,834
|
|
||
Total equity
|
|
557,595
|
|
|
513,875
|
|
||
Total liabilities and equity
|
|
$
|
2,005,950
|
|
|
$
|
1,678,326
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
REVENUES
|
|
|
|
|
|
|
|
|
|
|||
Base rentals
|
|
$
|
253,402
|
|
|
$
|
235,233
|
|
|
$
|
207,637
|
|
Percentage rentals
|
|
11,251
|
|
|
11,172
|
|
|
9,084
|
|
|||
Expense reimbursements
|
|
109,654
|
|
|
101,110
|
|
|
89,620
|
|
|||
Other income
|
|
10,702
|
|
|
9,482
|
|
|
8,882
|
|
|||
Total revenues
|
|
385,009
|
|
|
356,997
|
|
|
315,223
|
|
|||
|
|
|
|
|
|
|
||||||
EXPENSES
|
|
|
|
|
|
|
|
|
|
|||
Property operating
|
|
121,046
|
|
|
111,160
|
|
|
100,246
|
|
|||
General and administrative
|
|
39,119
|
|
|
37,452
|
|
|
30,132
|
|
|||
Acquisition costs
|
|
1,203
|
|
|
117
|
|
|
2,736
|
|
|||
Abandoned development costs
|
|
—
|
|
|
—
|
|
|
158
|
|
|||
Depreciation and amortization
|
|
95,746
|
|
|
98,683
|
|
|
84,015
|
|
|||
Total expenses
|
|
257,114
|
|
|
247,412
|
|
|
217,287
|
|
|||
Operating income
|
|
127,895
|
|
|
109,585
|
|
|
97,936
|
|
|||
Interest expense
|
|
(51,616
|
)
|
|
(49,814
|
)
|
|
(45,382
|
)
|
|||
Gain on previously held interest in acquired joint venture
|
|
26,002
|
|
|
—
|
|
|
—
|
|
|||
Income before equity in earnings (losses) of unconsolidated joint ventures
|
|
102,281
|
|
|
59,771
|
|
|
52,554
|
|
|||
Equity in earnings (losses) of unconsolidated joint ventures
|
|
11,040
|
|
|
(3,295
|
)
|
|
(1,565
|
)
|
|||
Net income
|
|
113,321
|
|
|
56,476
|
|
|
50,989
|
|
|||
Noncontrolling interests in consolidated partnerships
|
|
(121
|
)
|
|
19
|
|
|
8
|
|
|||
Net income available to partners
|
|
113,200
|
|
|
56,495
|
|
|
50,997
|
|
|||
Net income available to limited partners
|
|
112,047
|
|
|
55,917
|
|
|
50,473
|
|
|||
Net income available to general partner
|
|
$
|
1,153
|
|
|
$
|
578
|
|
|
$
|
524
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per common unit
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1.14
|
|
|
$
|
0.57
|
|
|
$
|
0.53
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common unit
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1.13
|
|
|
$
|
0.57
|
|
|
$
|
0.52
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
|
$
|
113,321
|
|
|
$
|
56,476
|
|
|
$
|
50,989
|
|
Other comprehensive loss
|
|
|
|
|
|
|
||||||
Reclassification adjustments for amounts recognized in net income
|
|
(242
|
)
|
|
(351
|
)
|
|
(331
|
)
|
|||
Foreign currency translation adjustments
|
|
(4,968
|
)
|
|
(5
|
)
|
|
—
|
|
|||
Change in fair value of cash flow hedges
|
|
1,382
|
|
|
—
|
|
|
—
|
|
|||
Changes in fair value of our portion of our unconsolidated joint ventures' cash flow hedges
|
|
—
|
|
|
—
|
|
|
46
|
|
|||
Other comprehensive loss
|
|
(3,828
|
)
|
|
(356
|
)
|
|
(285
|
)
|
|||
Comprehensive income
|
|
109,493
|
|
|
56,120
|
|
|
50,704
|
|
|||
Comprehensive income attributable to noncontrolling interests in consolidated partnerships
|
|
(121
|
)
|
|
19
|
|
|
8
|
|
|||
Comprehensive income attributable to the Operating Partnership
|
|
$
|
109,372
|
|
|
$
|
56,139
|
|
|
$
|
50,712
|
|
|
|
General partner
|
Limited partners
|
Accumulated other comprehensive income (loss)
|
Total partners' equity
|
Noncontrolling interests in consolidated partnerships
|
Total equity
|
||||||||||||
Balance, December 31, 2010
|
|
$
|
5,221
|
|
$
|
414,926
|
|
$
|
1,748
|
|
$
|
421,895
|
|
$
|
—
|
|
$
|
421,895
|
|
Net income
|
|
524
|
|
50,473
|
|
—
|
|
50,997
|
|
(8
|
)
|
50,989
|
|
||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
(285
|
)
|
(285
|
)
|
—
|
|
(285
|
)
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
7,291
|
|
—
|
|
7,291
|
|
—
|
|
7,291
|
|
||||||
Issuance of 52,000 general partner common units and 4,548,000 limited partner common units, net of issuance costs of $670,000
|
|
—
|
|
117,375
|
|
—
|
|
117,375
|
|
—
|
|
117,375
|
|
||||||
Issuance of 36,500 common units upon exercise of options
|
|
—
|
|
353
|
|
—
|
|
353
|
|
—
|
|
353
|
|
||||||
Grant of 317,400 restricted units, net of forfeitures
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Adjustments for noncontrolling interests in consolidated partnerships
|
|
—
|
|
(6
|
)
|
—
|
|
(6
|
)
|
6,851
|
|
6,845
|
|
||||||
Common distributions ($0.7938 per common unit)
|
|
(773
|
)
|
(75,258
|
)
|
—
|
|
(76,031
|
)
|
—
|
|
(76,031
|
)
|
||||||
Balance, December 31, 2011
|
|
$
|
4,972
|
|
$
|
515,154
|
|
$
|
1,463
|
|
$
|
521,589
|
|
$
|
6,843
|
|
$
|
528,432
|
|
Net income
|
|
578
|
|
55,917
|
|
—
|
|
56,495
|
|
(19
|
)
|
56,476
|
|
||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
(356
|
)
|
(356
|
)
|
—
|
|
(356
|
)
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
10,676
|
|
—
|
|
10,676
|
|
—
|
|
10,676
|
|
||||||
Issuance of 37,700 common units upon exercise of options
|
|
—
|
|
481
|
|
—
|
|
481
|
|
—
|
|
481
|
|
||||||
Grant of 566,000 restricted units, net of forfeitures
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Adjustments for noncontrolling interests in consolidated partnerships
|
|
—
|
|
(10
|
)
|
—
|
|
(10
|
)
|
10
|
|
—
|
|
||||||
Common distributions ($0.8300 per common unit)
|
|
(830
|
)
|
(81,004
|
)
|
—
|
|
(81,834
|
)
|
—
|
|
(81,834
|
)
|
||||||
Balance, December 31, 2012
|
|
$
|
4,720
|
|
$
|
501,214
|
|
$
|
1,107
|
|
$
|
507,041
|
|
$
|
6,834
|
|
$
|
513,875
|
|
Net income
|
|
1,153
|
|
112,047
|
|
—
|
|
113,200
|
|
121
|
|
113,321
|
|
||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
(3,828
|
)
|
(3,828
|
)
|
—
|
|
(3,828
|
)
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
11,743
|
|
—
|
|
11,743
|
|
—
|
|
11,743
|
|
||||||
Issuance of 44,500 common units upon exercise of options
|
|
—
|
|
635
|
|
—
|
|
635
|
|
—
|
|
635
|
|
||||||
Issuance of 450,576 limited partner units
|
|
—
|
|
13,981
|
|
—
|
|
13,981
|
|
—
|
|
13,981
|
|
||||||
Grant of 332,373 restricted units, net of forfeitures
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Adjustments for noncontrolling interests in consolidated partnerships
|
|
—
|
|
(576
|
)
|
—
|
|
(576
|
)
|
576
|
|
—
|
|
||||||
Acquisition of noncontrolling interests in consolidated partnerships
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(525
|
)
|
(525
|
)
|
||||||
Common distributions ($0.885 per common unit)
|
|
(885
|
)
|
(90,620
|
)
|
—
|
|
(91,505
|
)
|
—
|
|
(91,505
|
)
|
||||||
Distributions to noncontrolling interests in consolidated partnerships
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(102
|
)
|
(102
|
)
|
||||||
Balance, December 31, 2013
|
|
$
|
4,988
|
|
$
|
548,424
|
|
$
|
(2,721
|
)
|
$
|
550,691
|
|
$
|
6,904
|
|
$
|
557,595
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
113,321
|
|
|
$
|
56,476
|
|
|
$
|
50,989
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
95,746
|
|
|
98,683
|
|
|
84,015
|
|
|||
Amortization of deferred financing costs
|
|
2,194
|
|
|
2,313
|
|
|
2,143
|
|
|||
Gain on previously held interest in acquired joint venture
|
|
(26,002
|
)
|
|
—
|
|
|
—
|
|
|||
Equity in (earnings) losses of unconsolidated joint ventures
|
|
(11,040
|
)
|
|
3,295
|
|
|
1,565
|
|
|||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
5,853
|
|
|
1,005
|
|
|
499
|
|
|||
Equity-based compensation expense
|
|
11,376
|
|
|
10,676
|
|
|
7,291
|
|
|||
Amortization of debt (premiums) and discounts, net
|
|
(886
|
)
|
|
(1,007
|
)
|
|
(315
|
)
|
|||
Net amortization (accretion) of market rent rate adjustments
|
|
1,141
|
|
|
(348
|
)
|
|
(454
|
)
|
|||
Straight-line rent adjustments
|
|
(5,529
|
)
|
|
(3,649
|
)
|
|
(3,829
|
)
|
|||
Increases (decreases) due to changes in:
|
|
|
|
|
|
|
|
|
|
|||
Other assets
|
|
(7,861
|
)
|
|
(5,447
|
)
|
|
(9,127
|
)
|
|||
Accounts payable and accrued expenses
|
|
8,956
|
|
|
3,741
|
|
|
3,276
|
|
|||
Net cash provided by operating activities
|
|
187,269
|
|
|
165,738
|
|
|
136,053
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Additions to rental property
|
|
(47,436
|
)
|
|
(41,283
|
)
|
|
(60,314
|
)
|
|||
Acquisition of interest in unconsolidated joint venture, net of cash acquired
|
|
(11,271
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of rental property
|
|
—
|
|
|
—
|
|
|
(266,211
|
)
|
|||
Additions to investments in and notes receivable from unconsolidated joint ventures
|
|
(150,854
|
)
|
|
(103,041
|
)
|
|
(25,314
|
)
|
|||
Additions to non-real estate assets
|
|
(7,768
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
47,149
|
|
|
1,471
|
|
|
701
|
|
|||
Additions to deferred lease costs
|
|
(4,046
|
)
|
|
(5,056
|
)
|
|
(10,661
|
)
|
|||
Net proceeds from sales of real estate
|
|
—
|
|
|
—
|
|
|
723
|
|
|||
Net cash used in investing activities
|
|
(174,226
|
)
|
|
(147,909
|
)
|
|
(361,076
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Cash distributions paid
|
|
(91,505
|
)
|
|
(81,834
|
)
|
|
(76,031
|
)
|
|||
Contributions from partners
|
|
—
|
|
|
—
|
|
|
117,375
|
|
|||
Proceeds from debt issuance
|
|
810,803
|
|
|
585,800
|
|
|
876,342
|
|
|||
Repayments of debt
|
|
(722,377
|
)
|
|
(517,271
|
)
|
|
(687,390
|
)
|
|||
Acquisition of noncontrolling interests in other consolidated partnerships
|
|
(525
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to noncontrolling interests in other consolidated partnerships
|
|
(102
|
)
|
|
—
|
|
|
—
|
|
|||
Additions to deferred financing costs
|
|
(4,001
|
)
|
|
(2,591
|
)
|
|
(3,431
|
)
|
|||
Proceeds from exercise of options
|
|
635
|
|
|
481
|
|
|
353
|
|
|||
Net cash provided by (used in) financing activities
|
|
(7,072
|
)
|
|
(15,415
|
)
|
|
227,218
|
|
|||
Effect of foreign currency rate changes on cash and equivalents
|
|
(1,282
|
)
|
|
15
|
|
|
—
|
|
|||
Net increase in cash and cash equivalents
|
|
4,689
|
|
|
2,429
|
|
|
2,195
|
|
|||
Cash and cash equivalents, beginning of year
|
|
10,295
|
|
|
7,866
|
|
|
5,671
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
14,984
|
|
|
$
|
10,295
|
|
|
$
|
7,866
|
|
1.
|
Organization of the Company
|
2.
|
Summary of Significant Accounting Policies
|
a.
|
The power to direct the activities of the VIE that most significantly impact the entity's economic performance
|
b.
|
The obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE
|
Common dividends per share:
|
|
2013
|
|
2012
|
|
2011
|
||||||
Ordinary income
|
|
$
|
0.7894
|
|
|
$
|
0.8293
|
|
|
$
|
0.7938
|
|
Capital gain
|
|
0.0115
|
|
|
—
|
|
|
—
|
|
|||
Return of capital
|
|
0.0841
|
|
|
0.0007
|
|
|
—
|
|
|||
|
|
$
|
0.8850
|
|
|
$
|
0.8300
|
|
|
$
|
0.7938
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income available to the Company's shareholders
|
|
$
|
107,557
|
|
|
$
|
53,228
|
|
|
$
|
44,641
|
|
Book/tax difference on:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
(10,697
|
)
|
|
16,034
|
|
|
16,232
|
|
|||
Loss on sale or disposal of real estate
|
|
(1,805
|
)
|
|
(1,543
|
)
|
|
(3,113
|
)
|
|||
Equity in earnings from unconsolidated joint ventures
|
|
5,601
|
|
|
5,037
|
|
|
2,482
|
|
|||
Share-based payment compensation
|
|
(3,818
|
)
|
|
(6,298
|
)
|
|
(491
|
)
|
|||
Gain on previously held interest in acquired joint venture
|
|
(24,710
|
)
|
|
—
|
|
|
—
|
|
|||
Other differences
|
|
(5,823
|
)
|
|
(850
|
)
|
|
997
|
|
|||
Taxable income available to common shareholders
|
|
$
|
66,305
|
|
|
$
|
65,608
|
|
|
$
|
60,748
|
|
Cash transferred
|
$
|
13,939
|
|
Common limited partnership units issued
|
13,981
|
|
|
Fair value of total consideration transferred to acquire one-third interest
|
27,920
|
|
|
Fair value of our previously held one-third interest
|
27,920
|
|
|
Fair value of noncontrolling interest
|
27,920
|
|
|
Fair value of net assets acquired
|
$
|
83,760
|
|
|
|
Fair Value
(in thousands)
|
|
Weighted-Average Amortization Period (in years)
|
||
Land
|
|
$
|
82,413
|
|
|
|
Buildings, improvements and fixtures
|
|
172,694
|
|
|
|
|
Deferred lease costs and other intangibles
|
|
|
|
|
||
Above market lease value
|
|
18,807
|
|
|
11.9
|
|
Below market lease value
|
|
(12,658
|
)
|
|
18.5
|
|
Lease in place value
|
|
28,846
|
|
|
7.6
|
|
Tenant relationships
|
|
27,594
|
|
|
19.0
|
|
Lease and legal costs
|
|
1,724
|
|
|
8.9
|
|
Total deferred lease costs and other intangibles, net
|
|
64,313
|
|
|
|
|
Other identifiable assets acquired and liabilities assumed, net
|
|
2,265
|
|
|
|
|
Debt
|
|
(237,925
|
)
|
|
|
|
Total fair value of net assets acquired
|
|
$
|
83,760
|
|
|
|
|
|
Value
(in thousands)
|
|
Weighted-Average Amortization Period (in years)
|
||
Land
|
|
$
|
6,425
|
|
|
|
Buildings, improvements and fixtures
|
|
298,147
|
|
|
|
|
Deferred lease costs and other intangibles
|
|
|
|
|
||
Above/below market lease value, net
|
|
5,166
|
|
|
7.1
|
|
Below market ground lease value
|
|
31,993
|
|
|
87.6
|
|
Lease in place value
|
|
24,232
|
|
|
4.0
|
|
Tenant relationships
|
|
28,628
|
|
|
10.2
|
|
Lease and legal costs
|
|
3,444
|
|
|
3.2
|
|
Total deferred lease costs and other intangibles, net
|
|
93,463
|
|
|
|
|
Mortgage fair value adjustments
|
|
(7,081
|
)
|
|
|
|
Net assets acquired
|
|
390,954
|
|
|
|
|
Less: contingent consideration
|
|
(3,023
|
)
|
|
|
|
Less: noncontrolling interests
|
|
(6,845
|
)
|
|
|
|
Consideration transferred
|
|
$
|
381,086
|
|
|
|
As of December 31, 2013
|
|||||||||||||||
Joint Venture
|
|
Center Location
|
|
Ownership %
|
|
Square Feet
|
|
Carrying Value of Investment (in millions)
|
|
Total Joint Venture Debt
(in millions)
|
|||||
Charlotte
|
|
Charlotte, NC
|
|
50.0
|
|
—
|
|
|
$
|
11.6
|
|
|
$
|
—
|
|
Galveston/Houston
|
|
Texas City, TX
|
|
50.0
|
|
352,705
|
|
|
7.4
|
|
|
65.0
|
|
||
National Harbor
|
|
Washington D.C. Metro Area
|
|
50.0
|
|
336,286
|
|
|
16.7
|
|
|
52.4
|
|
||
RioCan Canada
|
|
Various
|
|
50.0
|
|
432,836
|
|
|
85.7
|
|
|
17.9
|
|
||
Westgate
|
|
Glendale, AZ
|
|
58.0
|
|
331,739
|
|
|
16.1
|
|
|
43.1
|
|
||
Wisconsin Dells
|
|
Wisconsin Dells, WI
|
|
50.0
|
|
265,086
|
|
|
2.5
|
|
|
24.3
|
|
||
Other
|
|
|
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
$
|
140.2
|
|
|
$
|
202.7
|
|
As of December 31, 2012
|
|||||||||||||||
Joint Venture
|
|
Center Location
|
|
Ownership %
|
|
Square Feet
|
|
Carrying Value of Investment (in millions)
|
|
Total Joint Venture Debt
(in millions)
|
|||||
Deer Park
|
|
Deer Park,
Long Island NY
|
|
33.3
|
|
741,981
|
|
|
$
|
3.0
|
|
|
$
|
246.9
|
|
Deer Park Warehouse
|
|
Deer Park,
Long Island NY
|
|
33.3
|
|
29,253
|
|
|
—
|
|
|
1.9
|
|
||
Galveston/Houston
|
|
Texas City, TX
|
|
50.0
|
|
352,705
|
|
|
36.7
|
|
|
—
|
|
||
National Harbor
|
|
Washington D.C. Metro Area
|
|
50.0
|
|
—
|
|
|
2.6
|
|
|
—
|
|
||
RioCan Canada
|
|
Various
|
|
50.0
|
|
434,562
|
|
|
62.2
|
|
|
20.1
|
|
||
Westgate
|
|
Glendale, AZ
|
|
58.0
|
|
332,234
|
|
|
19.1
|
|
|
32.0
|
|
||
Wisconsin Dells
|
|
Wisconsin Dells, WI
|
|
50.0
|
|
265,086
|
|
|
2.8
|
|
|
24.3
|
|
||
Other
|
|
|
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
$
|
126.6
|
|
|
$
|
325.2
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Fees:
|
|
|
|
|
|
|
||||||
Development and leasing
|
|
$
|
595
|
|
|
$
|
193
|
|
|
$
|
5
|
|
Loan guarantee
|
|
161
|
|
|
80
|
|
|
—
|
|
|||
Management
|
|
1,831
|
|
|
1,301
|
|
|
1,048
|
|
|||
Marketing
|
|
493
|
|
|
433
|
|
|
163
|
|
|||
Total Fees
|
|
$
|
3,080
|
|
|
$
|
2,007
|
|
|
$
|
1,216
|
|
Condensed Combined Balance Sheets - Unconsolidated Joint Ventures
|
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
|
||||
Land
|
|
$
|
66,020
|
|
|
$
|
110,665
|
|
Buildings, improvements and fixtures
|
|
327,972
|
|
|
493,424
|
|
||
Construction in progress, including land
|
|
86,880
|
|
|
2,128
|
|
||
|
|
480,872
|
|
|
606,217
|
|
||
Accumulated depreciation
|
|
(29,523
|
)
|
|
(62,547
|
)
|
||
Total rental property, net
|
|
451,349
|
|
|
543,670
|
|
||
Assets held for sale
(1)
|
|
—
|
|
|
1,828
|
|
||
Cash and cash equivalents
|
|
22,704
|
|
|
21,879
|
|
||
Deferred lease costs, net
|
|
19,281
|
|
|
24,411
|
|
||
Deferred debt origination costs, net
|
|
1,737
|
|
|
5,213
|
|
||
Prepaids and other assets
|
|
9,107
|
|
|
25,350
|
|
||
Total assets
|
|
$
|
504,178
|
|
|
$
|
622,351
|
|
Liabilities and Owners' Equity
|
|
|
|
|
||||
Mortgages payable
|
|
$
|
202,688
|
|
|
$
|
325,192
|
|
Construction trade payables
|
|
19,370
|
|
|
21,734
|
|
||
Accounts payable and other liabilities
|
|
8,540
|
|
|
31,944
|
|
||
Total liabilities
|
|
230,598
|
|
|
378,870
|
|
||
Owners' equity
|
|
273,580
|
|
|
243,481
|
|
||
Total liabilities and owners' equity
|
|
$
|
504,178
|
|
|
$
|
622,351
|
|
Condensed Combined Statements of Operations- Unconsolidated Joint Ventures:
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
(1)
|
|
$
|
85,682
|
|
|
$
|
54,936
|
|
|
$
|
38,847
|
|
Expenses:
|
|
|
|
|
|
|
||||||
Property operating
|
|
31,610
|
|
|
24,678
|
|
|
18,034
|
|
|||
General and administrative
|
|
977
|
|
|
970
|
|
|
250
|
|
|||
Acquisition costs
|
|
477
|
|
|
1,437
|
|
|
—
|
|
|||
Abandoned development costs
|
|
153
|
|
|
1,447
|
|
|
—
|
|
|||
Impairment charge
(2)
|
|
—
|
|
|
420
|
|
|
900
|
|
|||
Depreciation and amortization
|
|
26,912
|
|
|
19,914
|
|
|
14,242
|
|
|||
|
|
60,129
|
|
|
48,866
|
|
|
33,426
|
|
|||
Operating income
|
|
25,553
|
|
|
6,070
|
|
|
5,421
|
|
|||
Gain on early extinguishment of debt
|
|
13,820
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
|
(11,602
|
)
|
|
(14,760
|
)
|
|
(10,456
|
)
|
|||
Net income (loss)
|
|
$
|
27,771
|
|
|
$
|
(8,690
|
)
|
|
$
|
(5,035
|
)
|
The Company and Operating Partnership's share of:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
11,040
|
|
|
$
|
(3,295
|
)
|
|
$
|
(1,565
|
)
|
Depreciation and asset impairments (real estate related)
(2)
|
|
12,419
|
|
|
8,245
|
|
|
5,475
|
|
(1)
|
Note that revenues for the year ended December 31, 2013 include approximately
$9.5 million
of other income from the settlement of a lawsuit at Deer Park prior to our acquisition of an additional one-third interest in and the consolidation of the property.
|
(2)
|
The years ended December 31, 2012 and 2011, respectively, includes impairment charges recorded at the Deer Park Warehouse joint venture entity, of which our share is one-third based on our 33.3% ownership percentage. There has been no significant amount of income or expense associated with the activities of this entity in any of the years presented. The assets related to the venture were sold in March 2013.
|
|
|
2013
|
|
2012
|
||||
Deferred lease costs
|
|
$
|
60,657
|
|
|
$
|
56,327
|
|
Intangible assets:
|
|
|
|
|
||||
Above market leases
|
|
49,584
|
|
|
31,735
|
|
||
Lease in place value
|
|
102,085
|
|
|
75,910
|
|
||
Tenant relationships
|
|
62,438
|
|
|
37,360
|
|
||
Other intangibles
|
|
45,534
|
|
|
44,139
|
|
||
|
|
320,298
|
|
|
245,471
|
|
||
Accumulated amortization
|
|
(156,717
|
)
|
|
(138,056
|
)
|
||
Deferred lease costs and other intangibles, net
|
|
$
|
163,581
|
|
|
$
|
107,415
|
|
Year
|
|
Above/below market leases, net
|
|
Deferred lease costs and other intangibles
|
||||
2014
|
|
$
|
2,157
|
|
|
$
|
14,109
|
|
2015
|
|
2,466
|
|
|
12,136
|
|
||
2016
|
|
2,101
|
|
|
10,578
|
|
||
2017
|
|
2,133
|
|
|
8,680
|
|
||
2018
|
|
1,970
|
|
|
7,612
|
|
||
Total
|
|
$
|
10,827
|
|
|
$
|
53,115
|
|
|
|
2013
|
|
2012
|
||||
Deferred debt origination costs
|
|
$
|
20,112
|
|
|
$
|
16,110
|
|
Accumulated amortization
|
|
(9,294
|
)
|
|
(7,027
|
)
|
||
Deferred debt origination costs, net
|
|
$
|
10,818
|
|
|
$
|
9,083
|
|
|
|
|
|
|
|
As of
|
|
As of
|
|||||||||||||
|
|
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|||||||||||||
|
|
Stated Interest Rate(s)
|
|
Maturity Date
|
|
Principal
|
|
Premium
(Discount)
|
|
Principal
|
|
Premium
(Discount)
|
|||||||||
Senior, unsecured notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior notes
|
|
6.15
|
%
|
|
November 2015
|
|
$
|
250,000
|
|
|
$
|
(211
|
)
|
|
$
|
250,000
|
|
|
$
|
(317
|
)
|
Senior notes
|
|
6.125
|
%
|
|
June 2020
|
|
300,000
|
|
|
(1,469
|
)
|
|
300,000
|
|
|
(1,650
|
)
|
||||
Senior notes
|
|
3.875
|
%
|
|
December 2023
|
|
250,000
|
|
|
(4,072
|
)
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Mortgages payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Atlantic City
(1)
|
|
5.14%-7.65%
|
|
|
November 2021- December 2026
|
|
48,535
|
|
|
4,091
|
|
|
52,212
|
|
|
4,495
|
|
||||
Deer Park
|
|
LIBOR + 1.50%
|
|
|
August 2018
|
|
150,000
|
|
|
(1,478
|
)
|
|
—
|
|
|
—
|
|
||||
Hershey
(1)
|
|
5.17%-8.00%
|
|
|
August 2015
|
|
29,970
|
|
|
993
|
|
|
30,631
|
|
|
1,582
|
|
||||
Ocean City
(1)
|
|
5.24
|
%
|
|
January 2016
|
|
18,193
|
|
|
193
|
|
|
18,540
|
|
|
285
|
|
||||
Note payable
(1)
|
|
1.50
|
%
|
|
June 2016
|
|
10,000
|
|
|
(396
|
)
|
|
10,000
|
|
|
(547
|
)
|
||||
Unsecured term loan
(2)
|
|
LIBOR + 1.60%
|
|
|
February 2019
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
||||
Unsecured term note
|
|
LIBOR + 1.30%
|
|
|
August 2017
|
|
7,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Unsecured lines of credit
|
|
LIBOR + 1.00%
|
|
|
October 2017
|
|
16,200
|
|
|
—
|
|
|
178,306
|
|
|
—
|
|
||||
|
|
|
|
|
|
$
|
1,330,398
|
|
|
$
|
(2,349
|
)
|
|
$
|
1,089,689
|
|
|
$
|
3,848
|
|
(1)
|
The effective interest rates assigned during the purchase price allocation to these assumed mortgages and note payable during acquisitions in 2011 were as follows: Atlantic City
5.05%
, Ocean City
4.68%
, Hershey
3.40%
and note payable
3.15%
.
|
(2)
|
This unsecured term loan is pre-payable without penalty beginning in February of 2015.
|
Calendar Year
|
|
Amount
|
||
2014
|
|
$
|
3,603
|
|
2015
|
|
282,343
|
|
|
2016
|
|
30,283
|
|
|
2017
|
|
26,708
|
|
|
2018
|
|
153,183
|
|
|
Thereafter
|
|
834,278
|
|
|
Subtotal
|
|
1,330,398
|
|
|
Net discount
|
|
(2,349
|
)
|
|
Total
|
|
$
|
1,328,049
|
|
Effective Date
|
|
Maturity Date
|
|
Notional Amount
|
|
Bank Pay Rate
|
|
Company Fixed Pay Rate
|
|
Fair Value 2013
|
|||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|||||
November 14, 2013
|
|
August 14, 2018
|
|
$
|
50,000
|
|
|
1 month LIBOR
|
|
1.3075
|
%
|
|
$
|
455
|
|
November 14, 2013
|
|
August 14, 2018
|
|
50,000
|
|
|
1 month LIBOR
|
|
1.2970
|
%
|
|
440
|
|
||
November 14, 2013
|
|
August 14, 2018
|
|
50,000
|
|
|
1 month LIBOR
|
|
1.3025
|
%
|
|
487
|
|
||
Total
|
|
|
|
$
|
150,000
|
|
|
|
|
|
|
$
|
1,382
|
|
|
|
|
|
Location of Gain (Loss)
|
|
Amount of Gain (Loss)
|
||||||||||||||||||||
|
|
Amount of Gain (Loss)
|
|
Reclassification from
|
|
Reclassified from
|
||||||||||||||||||||
|
|
Recognized in OCI on
|
|
Accumulated OCI into
|
|
Accumulated OCI into
|
||||||||||||||||||||
|
|
Derivative
|
|
Income
|
|
Income
|
||||||||||||||||||||
|
|
(Effective Portion)
|
|
(Effective Portion)
|
|
(Effective Portion)
|
||||||||||||||||||||
|
|
December 31,
|
|
|
|
December 31,
|
||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Interest Rate Swaps
|
|
$
|
1,382
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Treasury Rate Lock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Interest Expense
|
|
371
|
|
|
351
|
|
|
331
|
|
Tier
|
|
Description
|
Level 1
|
|
Observable inputs such as quoted prices in active markets
|
|
|
|
Level 2
|
|
Inputs other than quoted prices in active markets that are either directly or indirectly observable
|
|
|
|
Level 3
|
|
Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
|
Quoted Prices in Active Markets for Identical Assets or Liabilities
|
|
Significant Observable Inputs
|
|
Significant Unobservable Inputs
|
||||||||
|
|
Total
|
|
|
|
|||||||||||
Fair value as of December 31, 2013:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps (prepaids and other assets)
|
|
$
|
1,382
|
|
|
$
|
—
|
|
|
$
|
1,382
|
|
|
$
|
—
|
|
Total assets
|
|
$
|
1,382
|
|
|
$
|
—
|
|
|
$
|
1,382
|
|
|
$
|
—
|
|
|
|
|
|
Limited Partnership Units
|
||||||||
|
|
General partnership units
|
|
Class A
|
|
Class B
|
|
Total
|
||||
Balance December 31, 2010
|
|
948,000
|
|
|
12,133,220
|
|
|
80,048,068
|
|
|
92,181,288
|
|
Units issued in exchange for proceeds from the Company's common share offering
|
|
52,000
|
|
|
—
|
|
|
4,548,000
|
|
|
4,548,000
|
|
Exchange of Class A limited partnership units
|
|
—
|
|
|
(641,328
|
)
|
|
641,328
|
|
|
—
|
|
Grant of restricted units
|
|
—
|
|
|
—
|
|
|
317,400
|
|
|
317,400
|
|
Units issued upon redemption of senior exchangeable notes
|
|
—
|
|
|
—
|
|
|
136,360
|
|
|
136,360
|
|
Units issued upon exercise of options
|
|
—
|
|
|
—
|
|
|
36,500
|
|
|
36,500
|
|
Balance December 31, 2011
|
|
1,000,000
|
|
|
11,491,892
|
|
|
85,727,656
|
|
|
97,219,548
|
|
Exchange of Class A limited partnership units
|
|
—
|
|
|
(6,730,028
|
)
|
|
6,730,028
|
|
|
—
|
|
Grant of restricted units
|
|
—
|
|
|
—
|
|
|
566,000
|
|
|
566,000
|
|
Units issued upon exercise of options
|
|
—
|
|
|
—
|
|
|
37,700
|
|
|
37,700
|
|
Balance December 31, 2012
|
|
1,000,000
|
|
|
4,761,864
|
|
|
93,061,384
|
|
|
97,823,248
|
|
Exchange of Class A limited partnership units
|
|
—
|
|
|
(67,428
|
)
|
|
67,428
|
|
|
—
|
|
Grant of restricted units
|
|
—
|
|
|
—
|
|
|
332,373
|
|
|
332,373
|
|
Units issued upon exercise of options
|
|
—
|
|
|
—
|
|
|
44,500
|
|
|
44,500
|
|
Units issued as consideration for business acquisition (see Note 3)
|
|
—
|
|
|
450,576
|
|
|
—
|
|
|
450,576
|
|
Balance December 31, 2013
|
|
1,000,000
|
|
|
5,145,012
|
|
|
93,505,685
|
|
|
98,650,697
|
|
|
|
2013
|
|
2012
|
||||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
107,557
|
|
|
$
|
53,228
|
|
Increase (decrease) in Tanger Factory Outlet Centers, Inc. paid-in-capital adjustments to noncontrolling interests
(1)
|
|
11,130
|
|
|
34,910
|
|
||
Changes from net income attributable to Tanger Factory Outlet Centers, Inc. and transfers from noncontrolling interest
|
|
$
|
118,687
|
|
|
$
|
88,138
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
NUMERATOR
|
|
|
|
|
|
|
||||||
Income from continuing operations available to partners of the Operating Partnership
|
|
$
|
113,200
|
|
|
$
|
56,495
|
|
|
$
|
50,997
|
|
Allocation of earnings to participating securities
|
|
(1,129
|
)
|
|
(784
|
)
|
|
(684
|
)
|
|||
Net income available to common unitholders of the Operating Partnership
|
|
$
|
112,071
|
|
|
$
|
55,711
|
|
|
$
|
50,313
|
|
DENOMINATOR
|
|
|
|
|
|
|
||||||
Basic weighted average common units
|
|
98,193
|
|
|
97,677
|
|
|
94,892
|
|
|||
Effect of notional units
|
|
849
|
|
|
846
|
|
|
965
|
|
|||
Effect of exchangeable notes
|
|
—
|
|
|
—
|
|
|
93
|
|
|||
Effect of outstanding options and certain restricted units
|
|
87
|
|
|
82
|
|
|
71
|
|
|||
Diluted weighted average common units
|
|
99,129
|
|
|
98,605
|
|
|
96,021
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings per common unit:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1.14
|
|
|
$
|
0.57
|
|
|
$
|
0.53
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common unit:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1.13
|
|
|
$
|
0.57
|
|
|
$
|
0.52
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Restricted common shares
|
|
$
|
8,354
|
|
|
$
|
8,497
|
|
|
$
|
5,227
|
|
Notional unit performance awards
|
|
2,847
|
|
|
1,970
|
|
|
1,885
|
|
|||
Options
|
|
175
|
|
|
209
|
|
|
179
|
|
|||
Total share based compensation
|
|
$
|
11,376
|
|
|
$
|
10,676
|
|
|
$
|
7,291
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
Exercise prices
|
|
Options
|
|
Weighted average exercise price
|
|
Weighted remaining contractual life in years
|
|
Options
|
|
Weighted average exercise price
|
||||||||
$
|
9.71
|
|
|
9,200
|
|
|
$
|
9.71
|
|
|
0.32
|
|
9,200
|
|
|
$
|
9.71
|
|
11.81
|
|
|
12,000
|
|
|
11.81
|
|
|
0.84
|
|
12,000
|
|
|
11.81
|
|
|||
26.06
|
|
|
145,100
|
|
|
26.06
|
|
|
7.10
|
|
48,200
|
|
|
26.06
|
|
|||
|
|
166,300
|
|
|
$
|
24.13
|
|
|
6.28
|
|
69,400
|
|
|
$
|
21.43
|
|
Options
|
|
Shares
|
|
Weighted-average exercise price
|
|
Weighted-average remaining contractual life in years
|
|
Aggregate intrinsic value
|
|||||
Outstanding as of December 31, 2012
|
|
215,800
|
|
|
$
|
22.16
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(44,500
|
)
|
|
14.37
|
|
|
|
|
|
|||
Forfeited
|
|
(5,000
|
)
|
|
26.06
|
|
|
|
|
|
|||
Outstanding as of December 31, 2013
|
|
166,300
|
|
|
$
|
24.13
|
|
|
6.28
|
|
$
|
1,334
|
|
|
|
|
|
|
|
|
|
|
|||||
Vested and Expected to Vest as of
|
|
|
|
|
|
|
|
|
|||||
December 31, 2013
|
|
140,020
|
|
|
$
|
23.76
|
|
|
6.11
|
|
$
|
1,174
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable as of December 31, 2013
|
|
69,400
|
|
|
$
|
21.43
|
|
|
5.05
|
|
$
|
744
|
|
Unvested Restricted Common Shares
|
|
Number of shares
|
|
Weighted average grant date fair value
|
|||
Unvested at December 31, 2012
|
|
1,047,993
|
|
|
$
|
24.39
|
|
Granted
|
|
349,373
|
|
|
31.01
|
|
|
Vested
|
|
(327,400
|
)
|
|
23.26
|
|
|
Forfeited
|
|
(12,000
|
)
|
|
25.61
|
|
|
Unvested at December 31, 2013
|
|
1,057,966
|
|
|
$
|
26.91
|
|
|
|
Tanger Factory Outlet Centers, Inc. Accumulated Other Comprehensive Income
|
|
Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income
|
||||||||||||||||||||
|
|
Foreign Currency
|
|
Cash flow hedges
|
|
Total
|
|
Foreign Currency
|
|
Cash flow hedges
|
|
Total
|
||||||||||||
Balance December 31, 2010
|
|
$
|
—
|
|
|
$
|
1,784
|
|
|
$
|
1,784
|
|
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
37
|
|
Amortization of our portion of our unconsolidated joint ventures' cash flow hedges
|
|
—
|
|
|
40
|
|
|
40
|
|
|
—
|
|
|
6
|
|
|
6
|
|
||||||
Amortization of cash flow hedges
|
|
—
|
|
|
(289
|
)
|
|
(289
|
)
|
|
—
|
|
|
(42
|
)
|
|
(42
|
)
|
||||||
Balance December 31, 2011
|
|
—
|
|
|
1,535
|
|
|
1,535
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Amortization of cash flow hedges
|
|
—
|
|
|
(330
|
)
|
|
(330
|
)
|
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
||||||
Unrealized gains/(losses) on foreign currency translation adjustments
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance December 31, 2012
|
|
(5
|
)
|
|
1,205
|
|
|
1,200
|
|
|
—
|
|
|
(20
|
)
|
|
(20
|
)
|
||||||
Amortization of cash flow hedges
|
|
—
|
|
|
(353
|
)
|
|
(353
|
)
|
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
||||||
Unrealized gains/(losses) on foreign currency translation adjustments
|
|
(4,708
|
)
|
|
—
|
|
|
(4,708
|
)
|
|
(260
|
)
|
|
—
|
|
|
(260
|
)
|
||||||
Change in fair value of cash flow hedges
|
|
—
|
|
|
1,310
|
|
|
1,310
|
|
|
—
|
|
|
72
|
|
|
72
|
|
||||||
Realized loss on foreign currency
|
|
123
|
|
|
—
|
|
|
123
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||
Balance December 31, 2013
|
|
$
|
(4,590
|
)
|
|
$
|
2,162
|
|
|
$
|
(2,428
|
)
|
|
$
|
(254
|
)
|
|
$
|
34
|
|
|
$
|
(220
|
)
|
Details about Accumulated Other Comprehensive Income Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income
|
|
Affected Line Item in Statement of Operations
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|
||||||
Amortization of cash flow hedges
|
|
$
|
(353
|
)
|
|
$
|
(330
|
)
|
|
$
|
(289
|
)
|
|
Interest expense
|
Realized loss on foreign currency
|
|
123
|
|
|
—
|
|
|
—
|
|
|
Interest expense
|
|
|
Foreign Currency
|
|
Cash flow hedges
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
Balance December 31, 2010
|
|
$
|
—
|
|
|
$
|
1,748
|
|
|
$
|
1,748
|
|
Amortization of our portion of our unconsolidated joint ventures' cash flow hedges
|
|
—
|
|
|
46
|
|
|
46
|
|
|||
Amortization of cash flow hedges
|
|
—
|
|
|
(331
|
)
|
|
(331
|
)
|
|||
Balance December 31, 2011
|
|
—
|
|
|
1,463
|
|
|
1,463
|
|
|||
Amortization of cash flow hedges
|
|
—
|
|
|
(351
|
)
|
|
(351
|
)
|
|||
Unrealized gains/(losses) on foreign currency translation adjustments
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Balance December 31, 2012
|
|
(5
|
)
|
|
1,112
|
|
|
1,107
|
|
|||
Amortization of cash flow hedges
|
|
—
|
|
|
(371
|
)
|
|
(371
|
)
|
|||
Unrealized gains/(losses) on foreign currency translation adjustments
|
|
(4,968
|
)
|
|
—
|
|
|
(4,968
|
)
|
|||
Change in fair value of cash flow hedges
|
|
—
|
|
|
1,382
|
|
|
1,382
|
|
|||
Realized loss on foreign currency
|
|
129
|
|
|
—
|
|
|
129
|
|
|||
Balance December 31, 2013
|
|
$
|
(4,844
|
)
|
|
$
|
2,123
|
|
|
$
|
(2,721
|
)
|
Details about Accumulated Other Comprehensive Income Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income
|
|
Affected Line Item in Statement of Operations
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|
||||||
Amortization of cash flow hedges
|
|
$
|
(371
|
)
|
|
$
|
(351
|
)
|
|
$
|
(331
|
)
|
|
Interest expense
|
Realized loss on foreign currency
|
|
129
|
|
|
—
|
|
|
—
|
|
|
Interest expense
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Advertising and promotion
|
|
$
|
24,035
|
|
|
$
|
23,051
|
|
|
$
|
21,880
|
|
Common area maintenance
|
|
57,693
|
|
|
53,179
|
|
|
48,333
|
|
|||
Real estate taxes
|
|
21,976
|
|
|
19,842
|
|
|
16,710
|
|
|||
Other operating expenses
|
|
17,342
|
|
|
15,088
|
|
|
13,323
|
|
|||
|
|
$
|
121,046
|
|
|
$
|
111,160
|
|
|
$
|
100,246
|
|
2014
|
|
$
|
237,215
|
|
2015
|
|
217,055
|
|
|
2016
|
|
188,601
|
|
|
2017
|
|
158,404
|
|
|
2018
|
|
123,830
|
|
|
Thereafter
|
|
331,274
|
|
|
|
|
$
|
1,256,379
|
|
2014
|
|
$
|
5,602
|
|
2015
|
|
5,234
|
|
|
2016
|
|
5,015
|
|
|
2017
|
|
4,875
|
|
|
2018
|
|
4,850
|
|
|
Thereafter
|
|
280,983
|
|
|
|
|
$
|
306,559
|
|
|
|
Year Ended December 31, 2013
|
||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
(2)
|
|
Fourth Quarter
|
||||||||
Total revenues
|
|
$
|
88,689
|
|
|
$
|
91,015
|
|
|
$
|
97,903
|
|
|
$
|
107,402
|
|
Operating income
|
|
28,515
|
|
|
29,856
|
|
|
33,531
|
|
|
35,993
|
|
||||
Net income
|
|
16,229
|
|
|
17,776
|
|
|
56,180
|
|
|
23,136
|
|
||||
Income attributable to Tanger Factory Outlet Centers, Inc.
|
|
15,439
|
|
|
16,888
|
|
|
53,294
|
|
|
21,936
|
|
||||
Income available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
15,245
|
|
|
16,657
|
|
|
52,685
|
|
|
21,706
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share available to common shareholders
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.16
|
|
|
$
|
0.18
|
|
|
$
|
0.56
|
|
|
$
|
0.23
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share available to common shareholders
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.16
|
|
|
$
|
0.18
|
|
|
$
|
0.56
|
|
|
$
|
0.23
|
|
|
|
Year Ended December 31, 2012
|
||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Total revenues
|
|
$
|
84,243
|
|
|
$
|
87,335
|
|
|
$
|
90,483
|
|
|
$
|
94,936
|
|
Operating income
|
|
22,620
|
|
|
25,736
|
|
|
29,042
|
|
|
32,187
|
|
||||
Net income
|
|
8,834
|
|
|
12,458
|
|
|
16,170
|
|
|
19,014
|
|
||||
Income attributable to Tanger Factory Outlet Centers, Inc.
|
|
8,128
|
|
|
11,717
|
|
|
15,237
|
|
|
18,056
|
|
||||
Income available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
7,970
|
|
|
11,508
|
|
|
15,118
|
|
|
17,848
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share available to common shareholders
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.09
|
|
|
$
|
0.13
|
|
|
$
|
0.16
|
|
|
$
|
0.19
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share available to common shareholders
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.09
|
|
|
$
|
0.12
|
|
|
$
|
0.16
|
|
|
$
|
0.19
|
|
(1)
|
Quarterly amounts may not add to annual amounts due to the effect of rounding on a quarterly basis.
|
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||||||||||||||||
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
|
||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
|
||||||||||||||||||||||||||||||||||||||
For the Year Ended December 31, 2013 (in thousands)
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Description
|
|
|
|
Initial cost to Company
|
|
Costs Capitalized
Subsequent to Acquisition
(Improvements)
|
|
Gross Amount Carried at Close of Period
December 31, 2012
(1)
|
|
|
|
|
|
|
||||||||||||||||||||||||
Outlet Center Name
|
|
Location
|
|
Encum-brances
|
|
Land
|
Buildings,
Improve-ments & Fixtures
|
|
Land
|
Buildings,
Improve-ments & Fixtures
|
|
Land
|
Buildings,
Improve-ments & Fixtures
|
Total
|
|
Accumulated
Depreciation
|
|
Date of
Construction or Acquisition
|
|
Life Used to
Compute
Depreciation
in Income
Statement
|
||||||||||||||||||
Atlantic City
|
|
Atlantic City, NJ
|
|
$
|
52,626
|
|
|
$
|
—
|
|
$
|
125,988
|
|
|
$
|
—
|
|
$
|
2,669
|
|
|
$
|
—
|
|
$
|
128,657
|
|
$
|
128,657
|
|
|
$
|
11,775
|
|
|
2011
(3)
|
|
(2)
|
Barstow
|
|
Barstow, CA
|
|
—
|
|
|
3,281
|
|
12,533
|
|
|
—
|
|
21,447
|
|
|
3,281
|
|
33,980
|
|
37,261
|
|
|
17,598
|
|
|
1995
|
|
(2)
|
|||||||||
Blowing Rock
|
|
Blowing Rock, NC
|
|
—
|
|
|
1,963
|
|
9,424
|
|
|
—
|
|
5,245
|
|
|
1,963
|
|
14,669
|
|
16,632
|
|
|
7,696
|
|
|
1997
(3)
|
|
(2)
|
|||||||||
Branson
|
|
Branson, MO
|
|
—
|
|
|
4,407
|
|
25,040
|
|
|
396
|
|
14,614
|
|
|
4,803
|
|
39,654
|
|
44,457
|
|
|
24,891
|
|
|
1994
|
|
(2)
|
|||||||||
Charleston
|
|
Charleston, SC
|
|
—
|
|
|
10,353
|
|
48,877
|
|
|
—
|
|
8,641
|
|
|
10,353
|
|
57,518
|
|
67,871
|
|
|
18,936
|
|
|
2006
|
|
(2)
|
|||||||||
Commerce II
|
|
Commerce, GA
|
|
—
|
|
|
1,262
|
|
14,046
|
|
|
707
|
|
30,378
|
|
|
1,969
|
|
44,424
|
|
46,393
|
|
|
26,098
|
|
|
1995
|
|
(2)
|
|||||||||
Deer Park
|
|
Deer Park, NY
|
|
148,522
|
|
|
82,413
|
|
173,044
|
|
|
—
|
|
—
|
|
|
82,413
|
|
173,044
|
|
255,457
|
|
|
2,426
|
|
|
2013
(3)
|
|
(2)
|
|||||||||
Foley
|
|
Foley, AL
|
|
—
|
|
|
4,400
|
|
82,410
|
|
|
693
|
|
40,845
|
|
|
5,093
|
|
123,255
|
|
128,348
|
|
|
38,757
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Foxwoods
|
|
Mashantucket, CT
|
|
—
|
|
|
—
|
|
9,371
|
|
|
—
|
|
—
|
|
|
—
|
|
9,371
|
|
9,371
|
|
|
—
|
|
|
(4)
|
|
(4)
|
|||||||||
Gonzales
|
|
Gonzales, LA
|
|
—
|
|
|
679
|
|
15,895
|
|
|
—
|
|
35,402
|
|
|
679
|
|
51,297
|
|
51,976
|
|
|
23,750
|
|
|
1992
|
|
(2)
|
|||||||||
Hershey
|
|
Hershey, PA
|
|
30,963
|
|
|
3,673
|
|
48,186
|
|
|
—
|
|
2,048
|
|
|
3,673
|
|
50,234
|
|
53,907
|
|
|
4,871
|
|
|
2011
(3)
|
|
(2)
|
|||||||||
Hilton Head I
|
|
Bluffton, SC
|
|
—
|
|
|
4,753
|
|
—
|
|
|
—
|
|
31,180
|
|
|
4,753
|
|
31,180
|
|
35,933
|
|
|
5,215
|
|
|
2011
|
|
(2)
|
|||||||||
Hilton Head II
|
|
Bluffton, SC
|
|
—
|
|
|
5,128
|
|
20,668
|
|
|
—
|
|
8,098
|
|
|
5,128
|
|
28,766
|
|
33,894
|
|
|
10,465
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Howell
|
|
Howell, MI
|
|
—
|
|
|
2,250
|
|
35,250
|
|
|
—
|
|
11,029
|
|
|
2,250
|
|
46,279
|
|
48,529
|
|
|
16,856
|
|
|
2002
(3)
|
|
(2)
|
|||||||||
Jeffersonville
|
|
Jeffersonville, OH
|
|
—
|
|
|
2,752
|
|
111,276
|
|
|
—
|
|
5,866
|
|
|
2,752
|
|
117,142
|
|
119,894
|
|
|
10,110
|
|
|
2011
(3)
|
|
(2)
|
|||||||||
Kittery I
|
|
Kittery, ME
|
|
—
|
|
|
1,242
|
|
2,961
|
|
|
229
|
|
2,311
|
|
|
1,471
|
|
5,272
|
|
6,743
|
|
|
4,373
|
|
|
1986
|
|
(2)
|
|||||||||
Kittery II
|
|
Kittery, ME
|
|
—
|
|
|
1,451
|
|
1,835
|
|
|
—
|
|
874
|
|
|
1,451
|
|
2,709
|
|
4,160
|
|
|
2,275
|
|
|
1989
|
|
(2)
|
|||||||||
Lancaster
|
|
Lancaster, PA
|
|
—
|
|
|
3,691
|
|
19,907
|
|
|
—
|
|
17,324
|
|
|
3,691
|
|
37,231
|
|
40,922
|
|
|
23,361
|
|
|
1994
(3)
|
|
(2)
|
|||||||||
Lincoln City
|
|
Lincoln City, OR
|
|
—
|
|
|
6,268
|
|
28,663
|
|
|
267
|
|
9,862
|
|
|
6,535
|
|
38,525
|
|
45,060
|
|
|
13,937
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Locust Grove
|
|
Locust Grove, GA
|
|
—
|
|
|
2,558
|
|
11,801
|
|
|
—
|
|
26,747
|
|
|
2,558
|
|
38,548
|
|
41,106
|
|
|
20,854
|
|
|
1994
|
|
(2)
|
|||||||||
Mebane
|
|
Mebane, NC
|
|
—
|
|
|
8,821
|
|
53,362
|
|
|
—
|
|
658
|
|
|
8,821
|
|
54,020
|
|
62,841
|
|
|
10,506
|
|
|
2010
|
|
(2)
|
|||||||||
Myrtle Beach Hwy 17
|
|
Myrtle Beach, SC
|
|
—
|
|
|
—
|
|
80,733
|
|
|
—
|
|
5,392
|
|
|
—
|
|
86,125
|
|
86,125
|
|
|
17,531
|
|
|
2009
(3)
|
|
(2)
|
|||||||||
Myrtle Beach Hwy 501
|
|
Myrtle Beach, SC
|
|
—
|
|
|
10,236
|
|
57,094
|
|
|
—
|
|
36,083
|
|
|
10,236
|
|
93,177
|
|
103,413
|
|
|
28,049
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Nags Head
|
|
Nags Head, NC
|
|
—
|
|
|
1,853
|
|
6,679
|
|
|
—
|
|
5,139
|
|
|
1,853
|
|
11,818
|
|
13,671
|
|
|
6,710
|
|
|
1997
(3)
|
|
(2)
|
|||||||||
Ocean City
|
|
Ocean City, MD
|
|
18,386
|
|
|
—
|
|
16,334
|
|
|
—
|
|
7,216
|
|
|
—
|
|
23,550
|
|
23,550
|
|
|
2,617
|
|
|
2011
(3)
|
|
(2)
|
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||||||||||||||||
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
|
||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
|
||||||||||||||||||||||||||||||||||||||
For the Year Ended December 31, 2013 (in thousands)
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Description
|
|
|
|
Initial cost to Company
|
|
Costs Capitalized
Subsequent to Acquisition
(Improvements)
|
|
Gross Amount Carried at Close of Period
December 31, 2012
(1)
|
|
|
|
|
|
|
||||||||||||||||||||||||
Outlet Center Name
|
|
Location
|
|
Encum-brances
|
|
|
Land
|
Buildings,
Improve-ments & Fixtures
|
|
Land
|
Buildings,
Improve-ments & Fixtures
|
|
Land
|
Buildings,
Improve-ments & Fixtures
|
Total
|
|
Accumulated
Depreciation
|
|
Date of
Construction
|
|
Life Used to
Compute
Depreciation
in Income
Statement
|
|||||||||||||||||
Park City
|
|
Park City, UT
|
|
—
|
|
|
6,900
|
|
33,597
|
|
|
343
|
|
18,013
|
|
|
7,243
|
|
51,610
|
|
58,853
|
|
|
17,337
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Pittsburgh
|
|
Pittsburgh, PA
|
|
—
|
|
|
5,528
|
|
91,288
|
|
|
3
|
|
10,516
|
|
|
5,531
|
|
101,804
|
|
107,335
|
|
|
29,859
|
|
|
2008
|
|
(2)
|
|||||||||
Rehoboth Beach
|
|
Rehoboth Beach, DE
|
|
—
|
|
|
20,600
|
|
74,209
|
|
|
1,875
|
|
28,248
|
|
|
22,475
|
|
102,457
|
|
124,932
|
|
|
32,848
|
|
|
2003 (3)
|
|
(2)
|
|||||||||
Riverhead
|
|
Riverhead, NY
|
|
—
|
|
|
—
|
|
36,374
|
|
|
6,152
|
|
87,631
|
|
|
6,152
|
|
124,005
|
|
130,157
|
|
|
70,559
|
|
|
1993
|
|
(2)
|
|||||||||
San Marcos
|
|
San Marcos, TX
|
|
—
|
|
|
1,801
|
|
9,440
|
|
|
16
|
|
47,261
|
|
|
1,817
|
|
56,701
|
|
58,518
|
|
|
33,721
|
|
|
1993
|
|
(2)
|
|||||||||
Sanibel
|
|
Sanibel, FL
|
|
—
|
|
|
4,916
|
|
23,196
|
|
|
—
|
|
12,386
|
|
|
4,916
|
|
35,582
|
|
40,498
|
|
|
18,375
|
|
|
1998
(3)
|
|
(2)
|
|||||||||
Sevierville
|
|
Sevierville, TN
|
|
—
|
|
|
—
|
|
18,495
|
|
|
—
|
|
42,911
|
|
|
—
|
|
61,406
|
|
61,406
|
|
|
28,456
|
|
|
1997
(3)
|
|
(2)
|
|||||||||
Seymour
|
|
Seymour, IN
|
|
—
|
|
|
200
|
|
—
|
|
|
—
|
|
—
|
|
|
200
|
|
—
|
|
200
|
|
|
—
|
|
|
1994
|
|
(2)
|
|||||||||
Terrell
|
|
Terrell, TX
|
|
—
|
|
|
523
|
|
13,432
|
|
|
—
|
|
8,812
|
|
|
523
|
|
22,244
|
|
22,767
|
|
|
16,284
|
|
|
1994
|
|
(2)
|
|||||||||
Tilton
|
|
Tilton, NH
|
|
—
|
|
|
1,800
|
|
24,838
|
|
|
29
|
|
9,227
|
|
|
1,829
|
|
34,065
|
|
35,894
|
|
|
12,332
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Tuscola
|
|
Tuscola, IL
|
|
—
|
|
|
1,600
|
|
15,428
|
|
|
43
|
|
4,350
|
|
|
1,643
|
|
19,778
|
|
21,421
|
|
|
7,171
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
West Branch
|
|
West Branch, MI
|
|
—
|
|
|
319
|
|
3,428
|
|
|
120
|
|
9,262
|
|
|
439
|
|
12,690
|
|
13,129
|
|
|
8,629
|
|
|
1991
|
|
(2)
|
|||||||||
Westbrook
|
|
Westbrook, CT
|
|
—
|
|
|
6,264
|
|
26,991
|
|
|
4,233
|
|
5,894
|
|
|
10,497
|
|
32,885
|
|
43,382
|
|
|
11,643
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Williamsburg
|
|
Williamsburg, IA
|
|
—
|
|
|
706
|
|
6,781
|
|
|
718
|
|
16,951
|
|
|
1,424
|
|
23,732
|
|
25,156
|
|
|
17,760
|
|
|
1991
|
|
(2)
|
|||||||||
|
|
|
|
$
|
250,497
|
|
|
$
|
214,591
|
|
$
|
1,388,874
|
|
|
$
|
15,824
|
|
$
|
630,530
|
|
|
$
|
230,415
|
|
$
|
2,019,404
|
|
$
|
2,249,819
|
|
|
$
|
654,631
|
|
|
|
|
|
(1)
|
Aggregate cost for federal income tax purposes is approximately
$2.0 billion
.
|
(2)
|
We generally use estimated lives of
33
years for buildings and
15
years for land improvements. Tenant finishing allowances are depreciated over the initial
|
(3)
|
Represents year acquired.
|
(4)
|
Under construction.
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance, beginning of year
|
|
$
|
1,947,352
|
|
|
$
|
1,916,045
|
|
|
$
|
1,576,214
|
|
Acquisitions
|
|
255,107
|
|
|
—
|
|
|
304,572
|
|
|||
Improvements
|
|
50,283
|
|
|
34,633
|
|
|
42,161
|
|
|||
Dispositions and assets held for sale
|
|
(2,923
|
)
|
|
(3,326
|
)
|
|
(6,902
|
)
|
|||
Balance, end of year
|
|
$
|
2,249,819
|
|
|
$
|
1,947,352
|
|
|
$
|
1,916,045
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance, beginning of year
|
|
$
|
582,859
|
|
|
$
|
512,485
|
|
|
$
|
453,145
|
|
Depreciation for the period
|
|
74,695
|
|
|
73,700
|
|
|
66,242
|
|
|||
Dispositions and assets held for sale
|
|
(2,923
|
)
|
|
(3,326
|
)
|
|
(6,902
|
)
|
|||
Balance, end of year
|
|
$
|
654,631
|
|
|
$
|
582,859
|
|
|
$
|
512,485
|
|
(a)
|
General Partner Right of First Refusal
. The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to
|
(b)
|
Qualified Transferee
. Any transfer of a Partnership Interest shall be made only to Qualified Transferees;
|
|
GENERAL PARTNER:
TANGER GP TRUST By: /s/ Steven B. Tanger
Name: Steven B. Tanger
Title: President and Chief Executive Officer
|
|
LIMITED PARTNER:
TANGER LP TRUST By: /s/ Steven B. Tanger
Name: Steven B. Tanger
Title: President and Chief Executive Officer
|
BORROWER
:
|
Tanger Properties Limited Partnership,
a North Carolina limited partnership
By: Tanger GP Trust, its sole general partner
By:
/s/ Frank C. Marchisello, Jr.
Frank C. Marchisello, Jr.
Vice President, Treasurer, Assistant Secretary
|
|
Tanger Factory Outlet Centers, Inc.,
a North Carolina corporation
By:
/s/ Frank C. Marchisello, Jr.
Frank C. Marchisello, Jr.
Executive Vice President, Chief Financial Officer, Secretary
|
|
TWMB Associates, LLC
,
a North Carolina limited liability company
By: Tanger Properties Limited Partnership, Its manager
By: Tanger GP Trust, Its sole general partner
By:
/s/ Frank C. Marchisello, Jr.
Frank C. Marchisello, Jr.
Executive Vice President, Chief Financial Officer, Secretary
|
|
COROC/Hilton Head I L.L.C.
By: COROC Holdings, LLC
By: Tanger COROC, LLC and Tanger COROC II, LLC
By: Tanger Devco, LLC their Manager
By:
/s/ Frank C. Marchisello, Jr.
Frank C. Marchisello, Jr.
Executive Vice President, Chief Financial Officer, Secretary
[signature pages continue]
|
|
COROC/Hilton Head II L.L.C.
By: COROC Holdings, LLC
By: Tanger COROC, LLC and Tanger COROC II, LLC
By: Tanger Devco, LLC their Manager
By:
/s/ Frank C. Marchisello, Jr.
Frank C. Marchisello, Jr.
Executive Vice President, Chief Financial Officer, Secretary
|
|
COROC/Lakes Region L.L.C.
By: COROC Holdings, LLC
By: Tanger COROC, LLC and Tanger COROC II, LLC
By: Tanger Devco, LLC their Manager
By:
/s/ Frank C. Marchisello, Jr.
Frank C. Marchisello, Jr.
Executive Vice President, Chief Financial Officer, Secretary
|
|
COROC/Lincoln City L.L.C.
By: COROC Holdings, LLC
By: Tanger COROC, LLC and Tanger COROC II, LLC
By: Tanger Devco, LLC their Manager
By:
/s/ Frank C. Marchisello, Jr.
Frank C. Marchisello, Jr.
Executive Vice President, Chief Financial Officer, Secretary
[signature pages continue]
|
|
COROC/Myrtle Beach L.L.C.
By: COROC Holdings, LLC
By: Tanger COROC, LLC and Tanger COROC II, LLC
By: Tanger Devco, LLC their Manager
By:
/s/ Frank C. Marchisello, Jr.
Frank C. Marchisello, Jr.
Executive Vice President, Chief Financial Officer, Secretary
|
|
COROC/Park City L.L.C.
By: COROC Holdings, LLC
By: Tanger COROC, LLC and Tanger COROC II, LLC
By: Tanger Devco, LLC their Manager
By:
/s/ Frank C. Marchisello, Jr.
Frank C. Marchisello, Jr.
Executive Vice President, Chief Financial Officer, Secretary
|
|
COROC/Rehoboth I L.L.C.
By: COROC Holdings, LLC
By: Tanger COROC, LLC and Tanger COROC II, LLC
By: Tanger Devco, LLC their Manager
By:
/s/ Frank C. Marchisello, Jr.
Frank C. Marchisello, Jr.
Executive Vice President, Chief Financial Officer, Secretary
[signature pages continue]
|
|
COROC/ Rehoboth II L.L.C.
By: COROC Holdings, LLC
By: Tanger COROC, LLC and Tanger COROC II, LLC
By: Tanger Devco, LLC their Manager
By:
/s/ Frank C. Marchisello, Jr.
Frank C. Marchisello, Jr.
Executive Vice President, Chief Financial Officer, Secretary
|
|
COROC/ Rehoboth III L.L.C.
By: COROC Holdings, LLC
By: Tanger COROC, LLC and Tanger COROC II, LLC
By: Tanger Devco, LLC their Manager
By:
/s/ Frank C. Marchisello, Jr.
Frank C. Marchisello, Jr.
Executive Vice President, Chief Financial Officer, Secretary
|
|
COROC/Riviera L.L.C.
By: COROC Holdings, LLC
By: Tanger COROC, LLC and Tanger COROC II, LLC
By: Tanger Devco, LLC their Manager
By:
/s/ Frank C. Marchisello, Jr.
Frank C. Marchisello, Jr.
Executive Vice President, Chief Financial Officer, Secretary
[signature pages continue]
|
|
COROC/Tuscola L.L.C.
By: COROC Holdings, LLC
By: Tanger COROC, LLC and Tanger COROC II, LLC
By: Tanger Devco, LLC their Manager
By:
/s/ Frank C. Marchisello, Jr.
Frank C. Marchisello, Jr.
Executive Vice President, Chief Financial Officer, Secretary
|
|
COROC/Westbrook I L.L.C.
By: COROC Holdings, LLC
By: Tanger COROC, LLC and Tanger COROC II, LLC
By: Tanger Devco, LLC their Manager
By:
/s/ Frank C. Marchisello, Jr.
Frank C. Marchisello, Jr.
Executive Vice President, Chief Financial Officer, Secretary
[signature pages continue]
|
|
Year ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before equity in earnings (losses) of unconsolidated joint ventures and noncontrolling interests
(1) (2) (3)
|
$
|
102,281
|
|
|
$
|
59,771
|
|
|
$
|
52,554
|
|
|
$
|
38,806
|
|
|
$
|
74,221
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributed income of unconsolidated joint ventures
|
5,853
|
|
|
1,005
|
|
|
499
|
|
|
653
|
|
|
660
|
|
|||||
Amortization of capitalized interest
|
513
|
|
|
509
|
|
|
507
|
|
|
492
|
|
|
474
|
|
|||||
Interest expense
|
51,616
|
|
|
49,814
|
|
|
45,382
|
|
|
41,789
|
|
|
37,684
|
|
|||||
Portion of rent expense - interest factor
|
2,078
|
|
|
1,908
|
|
|
1,938
|
|
|
1,753
|
|
|
1,743
|
|
|||||
Total earnings
|
162,341
|
|
|
113,007
|
|
|
100,880
|
|
|
83,493
|
|
|
114,782
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
51,616
|
|
|
49,814
|
|
|
45,382
|
|
|
41,789
|
|
|
37,684
|
|
|||||
Capitalized interest and capitalized amortization of debt issue costs
|
1,628
|
|
|
1,233
|
|
|
413
|
|
|
1,527
|
|
|
310
|
|
|||||
Portion of rent expense - interest factor
|
2,078
|
|
|
1,908
|
|
|
1,938
|
|
|
1,753
|
|
|
1,743
|
|
|||||
Total fixed charges
|
$
|
55,322
|
|
|
$
|
52,955
|
|
|
$
|
47,733
|
|
|
$
|
45,069
|
|
|
$
|
39,737
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
2.9
|
|
|
2.1
|
|
|
2.1
|
|
|
1.9
|
|
|
2.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before equity in earnings (losses) of unconsolidated joint ventures, noncontrolling interests and discontinued operations
(1) (2) (3)
|
$
|
102,281
|
|
|
$
|
52,554
|
|
|
$
|
52,554
|
|
|
$
|
38,806
|
|
|
$
|
74,221
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributed income of unconsolidated joint ventures
|
5,853
|
|
|
499
|
|
|
499
|
|
|
653
|
|
|
660
|
|
|||||
Amortization of capitalized interest
|
513
|
|
|
507
|
|
|
507
|
|
|
492
|
|
|
474
|
|
|||||
Interest expense
|
51,616
|
|
|
45,382
|
|
|
45,382
|
|
|
41,789
|
|
|
37,684
|
|
|||||
Portion of rent expense - interest factor
|
2,078
|
|
|
1,938
|
|
|
1,938
|
|
|
1,753
|
|
|
1,743
|
|
|||||
Total Earnings
|
162,341
|
|
|
100,880
|
|
|
100,880
|
|
|
83,493
|
|
|
114,782
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges and preferred share dividends:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
51,616
|
|
|
49,814
|
|
|
45,382
|
|
|
41,789
|
|
|
37,684
|
|
|||||
Capitalized interest and capitalized amortization of debt issue costs
|
1,628
|
|
|
1,233
|
|
|
413
|
|
|
1,527
|
|
|
310
|
|
|||||
Portion of rent expense - interest factor
|
2,078
|
|
|
1,908
|
|
|
1,938
|
|
|
1,753
|
|
|
1,743
|
|
|||||
Preferred share dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
5,297
|
|
|
5,625
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total combined fixed charges and preferred share dividends
|
$
|
55,322
|
|
|
$
|
52,955
|
|
|
$
|
47,733
|
|
|
$
|
50,366
|
|
|
$
|
45,362
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to combined fixed charges and preferred share dividends
|
2.9
|
|
|
2.1
|
|
|
2.1
|
|
|
1.7
|
|
|
2.5
|
|
(1)
|
Income before equity in earnings (losses) of unconsolidated joint ventures and noncontrolling interests for the period ended December 31, 2013, includes a $26.0 million gain on a previously held interest in an acquired joint venture.
|
(2)
|
The year ended December 31, 2010 includes a loss on termination of derivatives of $6.1 million.
|
(3)
|
The year ended December 31, 2009 includes a $10.5 million gain on early extinguishment of debt from an exchange offer of common shares for convertible debt and a $31.5 million gain on acquisition of previously held unconsolidated joint venture interest.
|
|
Year ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before equity in earnings (losses) of unconsolidated joint ventures and noncontrolling interests
(1) (2) (3)
|
$
|
102,281
|
|
|
$
|
59,771
|
|
|
$
|
52,554
|
|
|
$
|
38,806
|
|
|
$
|
74,221
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributed income of unconsolidated joint ventures
|
5,853
|
|
|
1,005
|
|
|
499
|
|
|
653
|
|
|
660
|
|
|||||
Amortization of capitalized interest
|
513
|
|
|
509
|
|
|
507
|
|
|
492
|
|
|
474
|
|
|||||
Interest expense
|
51,616
|
|
|
49,814
|
|
|
45,382
|
|
|
41,789
|
|
|
37,684
|
|
|||||
Portion of rent expense - interest factor
|
2,078
|
|
|
1,908
|
|
|
1,938
|
|
|
1,753
|
|
|
1,743
|
|
|||||
Total earnings
|
162,341
|
|
|
113,007
|
|
|
100,880
|
|
|
83,493
|
|
|
114,782
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
51,616
|
|
|
49,814
|
|
|
45,382
|
|
|
41,789
|
|
|
37,684
|
|
|||||
Capitalized interest and capitalized amortization of debt issue costs
|
1,628
|
|
|
1,233
|
|
|
413
|
|
|
1,527
|
|
|
310
|
|
|||||
Portion of rent expense - interest factor
|
2,078
|
|
|
1,908
|
|
|
1,938
|
|
|
1,753
|
|
|
1,743
|
|
|||||
Total fixed charges
|
$
|
55,322
|
|
|
$
|
52,955
|
|
|
$
|
47,733
|
|
|
$
|
45,069
|
|
|
$
|
39,737
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
2.9
|
|
|
2.1
|
|
|
2.1
|
|
|
1.9
|
|
|
2.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before equity in earnings (losses) of unconsolidated joint ventures and discontinued operations
(1) (2) (3)
|
$
|
102,281
|
|
|
$
|
59,771
|
|
|
$
|
52,554
|
|
|
$
|
38,806
|
|
|
$
|
74,221
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributed income of unconsolidated joint ventures
|
5,853
|
|
|
1,005
|
|
|
499
|
|
|
653
|
|
|
660
|
|
|||||
Amortization of capitalized interest
|
513
|
|
|
509
|
|
|
507
|
|
|
492
|
|
|
474
|
|
|||||
Interest expense
|
51,616
|
|
|
49,814
|
|
|
45,382
|
|
|
41,789
|
|
|
37,684
|
|
|||||
Portion of rent expense - interest factor
|
2,078
|
|
|
1,908
|
|
|
1,938
|
|
|
1,753
|
|
|
1,743
|
|
|||||
Total earnings
|
162,341
|
|
|
113,007
|
|
|
100,880
|
|
|
83,493
|
|
|
114,782
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges and preferred unit distributions:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
51,616
|
|
|
49,814
|
|
|
45,382
|
|
|
41,789
|
|
|
37,684
|
|
|||||
Capitalized interest and capitalized amortization of debt issue costs
|
1,628
|
|
|
1,233
|
|
|
413
|
|
|
1,527
|
|
|
310
|
|
|||||
Portion of rent expense - interest factor
|
2,078
|
|
|
1,908
|
|
|
1,938
|
|
|
1,753
|
|
|
1,743
|
|
|||||
Preferred unit distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
5,297
|
|
|
5,625
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total combined fixed charges and preferred unit distributions
|
$
|
55,322
|
|
|
$
|
52,955
|
|
|
$
|
47,733
|
|
|
$
|
50,366
|
|
|
$
|
45,362
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to combined fixed charges and preferred unit distributions
|
2.9
|
|
|
2.1
|
|
|
2.1
|
|
|
1.7
|
|
|
2.5
|
|
(1)
|
Income before equity in earnings (losses) of unconsolidated joint ventures and noncontrolling interests for the period ended December 31, 2013, includes a $26.0 million gain on a previously held interest in an acquired joint venture.
|
(2)
|
The year ended December 31, 2010 includes a loss on termination of derivatives of $6.1 million.
|
(3)
|
The year ended December 31, 2009 includes a $10.5 million gain on early extinguishment of debt from an exchange offer of common shares for convertible debt and a $31.5 million gain on acquisition of previously held unconsolidated joint venture interest.
|
1.
|
I have reviewed this annual report on Form 10-K of Tanger Factory Outlet Centers, Inc. for the year ended
December 31, 2013
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
I have reviewed this annual report on Form 10-K of Tanger Factory Outlet Centers, Inc. for the year ended
December 31, 2013
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|||
1
|
I have reviewed this annual report on Form 10-K of Tanger Properties Limited Partnership for the year ended December 31, 2013;
|
||
|
|
||
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||
|
|
||
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||
|
|
||
4
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
||
|
|
||
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
||
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
|
|
|
|
5
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
||
|
|
|
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
|
|
|
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|||
Date:
|
March 3, 2014
|
||
|
|||
/s/ Steven B. Tanger
|
|
||
Steven B. Tanger
|
|||
President and Chief Executive Officer
|
|||
Tanger GP Trust, sole general partner of the Operating Partnership
|
|
|||
1
|
I have reviewed this annual report on Form 10-K of Tanger Properties Limited Partnership for the year ended December 31, 2013;
|
||
|
|
||
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||
|
|
||
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||
|
|
||
4
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
||
|
|
||
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
|
|
||
5
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
||
|
|
||
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
|
|
|
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|||
Date:
|
March 3, 2014
|
||
|
|||
/s/ Frank C. Marchisello, Jr.
|
|
||
Frank C. Marchisello, Jr.
|
|||
Vice-President and Treasurer
|
|||
Tanger GP Trust, sole general partner of the Operating Partnership
(Principal Financial Officer)
|
Date:
|
March 3, 2014
|
/s/ Steven B. Tanger
|
|
|
Steven B. Tanger
President and Chief Executive Officer
Tanger Factory Outlet Centers, Inc.
|
Date:
|
March 3, 2014
|
/s/ Frank C. Marchisello, Jr.
|
|
|
Frank C. Marchisello, Jr.
Executive Vice President and Chief Financial Officer Tanger Factory Outlet Centers, Inc.
|
(i)
|
the accompanying Annual Report on Form 10-K of the Operating Partnership for the year ended December 31, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
|
Date:
|
March 3, 2014
|
/s/ Steven B. Tanger
|
|
Steven B. Tanger
|
|
|
President and Chief Executive Officer
|
|
|
Tanger GP Trust, sole general partner of the Operating Partnership
|
(i)
|
the accompanying Annual Report on Form 10-K of the Operating Partnership for the year ended December 31, 2013 (the “
Report
”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
|
Date:
|
March 3, 2014
|
/s/ Frank C. Marchisello, Jr.
|
|
|
Frank C. Marchisello, Jr.
|
|
|
Vice President and Treasurer
Tanger GP Trust, sole general partner of the Operating Partnership
(Principal Financial Officer)
|