|
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
|
•
|
To repay a $150.0 million floating rate mortgage loan and a
$28.4 million
deferred financing obligation, both of which are related to our
749,000
square foot outlet center in Deer Park, New York. These transactions allowed us to unencumber the Deer Park asset while simultaneously deferring a significant portion of the gains related to the asset sales for tax purposes.
|
•
|
To pay a special dividend to our share and unit holders of $0.21 per share on January 15, 2016.
|
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.
|
•
|
adverse effects of changes in the exchange rates between the US and Canadian dollar;
|
•
|
changes in Canadian political and economic environments, regionally, nationally, and locally;
|
•
|
challenges of complying with a wide variety of foreign laws;
|
•
|
changes in applicable laws and regulations in the United States that affect foreign operations;
|
•
|
property management services being provided directly by our 50/50 co-owner, not by us; and
|
•
|
obstacles to the repatriation of earnings and cash.
|
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
|
|
43.6
|
|
|
2086
|
|
2086
|
Riverhead, NY
|
|
47.0
|
|
|
2019
|
|
2039
|
Mashantucket, CT (Foxwoods)
|
|
8.1
|
|
|
2040
|
|
2090
|
Rehoboth Beach, DE
|
|
2.7
|
|
|
2044
|
|
(1)
|
(1)
|
Lease may be renewed at our option for additional terms of twenty years each.
|
State
|
|
Number of
Outlet Centers
|
|
Square
Feet
|
|
%
of Square Feet
|
||
South Carolina
|
|
5
|
|
|
1,598,375
|
|
|
14
|
New York
|
|
2
|
|
|
1,478,808
|
|
|
13
|
Pennsylvania
|
|
3
|
|
|
874,460
|
|
|
7
|
Georgia
|
|
2
|
|
|
692,478
|
|
|
6
|
Michigan
|
|
2
|
|
|
671,877
|
|
|
6
|
Texas
|
|
2
|
|
|
643,497
|
|
|
6
|
Connecticut
|
|
2
|
|
|
601,512
|
|
|
5
|
Delaware
|
|
1
|
|
|
565,707
|
|
|
5
|
Alabama
|
|
1
|
|
|
557,014
|
|
|
5
|
North Carolina
|
|
3
|
|
|
505,123
|
|
|
4
|
New Jersey
|
|
1
|
|
|
489,706
|
|
|
4
|
Tennessee
|
|
1
|
|
|
448,335
|
|
|
4
|
Ohio
|
|
1
|
|
|
411,776
|
|
|
3
|
Mississippi
|
|
1
|
|
|
320,334
|
|
|
3
|
Missouri
|
|
1
|
|
|
329,861
|
|
|
3
|
Utah
|
|
1
|
|
|
319,661
|
|
|
3
|
Louisiana
|
|
1
|
|
|
318,666
|
|
|
3
|
Iowa
|
|
1
|
|
|
276,331
|
|
|
2
|
New Hampshire
|
|
1
|
|
|
245,698
|
|
|
2
|
Maryland
|
|
1
|
|
|
198,840
|
|
|
2
|
Total
|
|
33
|
|
|
11,548,059
|
|
|
100
|
Location
|
|
Legal Ownership %
|
|
Square Feet
|
|
% Occupied
|
|
||
Consolidated Outlet Centers
|
|
|
|
|
|
|
|
||
Deer Park, New York
|
|
100
|
|
|
749,074
|
|
|
94
|
|
Riverhead, New York
(1)
|
|
100
|
|
|
729,734
|
|
|
98
|
|
Rehoboth Beach, Delaware
(1)
|
|
100
|
|
|
565,707
|
|
|
98
|
|
Foley, Alabama
|
|
100
|
|
|
557,014
|
|
|
94
|
|
Atlantic City, New Jersey
(1) (4)
|
|
99
|
|
|
489,706
|
|
|
91
|
|
San Marcos, Texas
|
|
100
|
|
|
465,697
|
|
|
98
|
|
Sevierville, Tennessee
(1)
|
|
100
|
|
|
448,335
|
|
|
99
|
|
Myrtle Beach Hwy 501, South Carolina
|
|
100
|
|
|
425,247
|
|
|
95
|
|
Jeffersonville, Ohio
|
|
100
|
|
|
411,776
|
|
|
99
|
|
Myrtle Beach Hwy 17, South Carolina
(1)
|
|
100
|
|
|
402,797
|
|
|
99
|
|
Charleston, South Carolina
|
|
100
|
|
|
382,117
|
|
|
99
|
|
Pittsburgh, Pennsylvania
|
|
100
|
|
|
372,958
|
|
|
100
|
|
Commerce, Georgia
|
|
100
|
|
|
371,408
|
|
|
99
|
|
Grand Rapids, Michigan
|
|
100
|
|
|
351,988
|
|
|
94
|
|
Branson, Missouri
|
|
100
|
|
|
329,861
|
|
|
99
|
|
Locust Grove, Georgia
|
|
100
|
|
|
321,070
|
|
|
99
|
|
Southaven, Mississippi
(2) (4)
|
|
50
|
|
|
320,334
|
|
|
96
|
|
Howell, Michigan
|
|
100
|
|
|
319,889
|
|
|
92
|
|
Park City, Utah
|
|
100
|
|
|
319,661
|
|
|
100
|
|
Mebane, North Carolina
|
|
100
|
|
|
318,910
|
|
|
99
|
|
Gonzales, Louisiana
|
|
100
|
|
|
318,666
|
|
|
99
|
|
Mashantucket, Connecticut (Foxwoods)
(1) (2) (4)
|
|
67
|
|
|
311,614
|
|
|
94
|
|
Westbrook, Connecticut
|
|
100
|
|
|
289,898
|
|
|
94
|
|
Williamsburg, Iowa
|
|
100
|
|
|
276,331
|
|
|
96
|
|
Lancaster, Pennsylvania
|
|
100
|
|
|
254,002
|
|
|
96
|
|
Hershey, Pennsylvania
|
|
100
|
|
|
247,500
|
|
|
99
|
|
Tilton, New Hampshire
|
|
100
|
|
|
245,698
|
|
|
97
|
|
Hilton Head II, South Carolina
|
|
100
|
|
|
206,544
|
|
|
95
|
|
Ocean City, Maryland
(1)
|
|
100
|
|
|
198,840
|
|
|
79
|
|
Hilton Head I, South Carolina
|
|
100
|
|
|
181,670
|
|
|
97
|
|
Terrell, Texas
|
|
100
|
|
|
177,800
|
|
|
96
|
|
Blowing Rock, North Carolina
|
|
100
|
|
|
104,052
|
|
|
100
|
|
Nags Head, North Carolina
|
|
100
|
|
|
82,161
|
|
|
97
|
|
Total
|
|
|
|
11,548,059
|
|
|
97
|
(3)
|
(1)
|
These properties or a portion thereof are subject to a ground lease.
|
(2)
|
Based on capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in the venture's cash flow to be greater than our legal ownership percentage. We currently receive substantially all the economic interest of the property.
|
(3)
|
Excludes the occupancy rate at our Foxwoods, Grand Rapids and Southaven centers which opened during the second, third and fourth quarters of 2015, respectively, and have not yet stabilized.
|
(4)
|
Property encumbered by mortgage. See note 9 to the consolidated financial statements for further detail of our debt obligations.
|
Location
|
|
Legal Ownership %
|
|
Square Feet
|
|
% Occupied
|
||
Unconsolidated joint venture properties
|
|
|
|
|
|
|
||
Charlotte, North Carolina
|
|
50
|
|
|
397,836
|
|
|
98
|
Glendale, Arizona (Westgate)
|
|
58
|
|
|
410,664
|
|
|
96
|
Texas City, Texas (Galveston/Houston)
|
|
50
|
|
|
352,705
|
|
|
99
|
Savannah, Georgia
|
|
50
|
|
(1)
|
377,286
|
|
|
98
|
National Harbor, Maryland
|
|
50
|
|
|
338,786
|
|
|
99
|
Cookstown, Ontario
|
|
50
|
|
|
308,745
|
|
|
99
|
Ottawa, Ontario
(2)
|
|
50
|
|
|
284,244
|
|
|
97
|
Bromont, Quebec
|
|
50
|
|
|
161,449
|
|
|
75
|
Saint-Sauveur, Quebec
|
|
50
|
|
|
115,771
|
|
|
97
|
Total
|
|
|
|
2,747,486
|
|
|
96
|
(1)
|
Based on capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in the venture's cash flow to be greater than indicated in the Tanger Ownership column, which states our legal interest in this venture. As of February 1, 2016, based upon the liquidation proceeds we would receive from a hypothetical liquidation of our investment based on depreciated book value, our estimated economic interest in the venture was approximately
98%
. Our economic interest may fluctuate based on a number of factors, including mortgage financing, partnership capital contributions and distributions, and proceeds from gains or losses of asset sales.
|
(2)
|
Excludes square feet to be completed and turned over to an anchor tenant at a later date.
|
Year
|
|
No. of Leases Expiring
|
|
Approx. Square Feet (in 000's)
(1)
|
|
Average Annualized Base Rent per sq. ft
|
|
Annualized Base Rent
(in 000's)
(2)
|
|
% of Gross Annualized Base Rent Represented by Expiring Leases
|
||||||
2016
|
|
194
|
|
|
785
|
|
|
$
|
23.01
|
|
|
$
|
18,061
|
|
|
7
|
2017
|
|
308
|
|
|
1,396
|
|
|
22.37
|
|
|
31,233
|
|
|
12
|
||
2018
|
|
328
|
|
|
1,560
|
|
|
25.39
|
|
|
39,613
|
|
|
16
|
||
2019
|
|
224
|
|
|
1,002
|
|
|
27.11
|
|
|
27,163
|
|
|
10
|
||
2020
|
|
243
|
|
|
1,385
|
|
|
21.30
|
|
|
29,507
|
|
|
11
|
||
2021
|
|
208
|
|
|
1,088
|
|
|
21.85
|
|
|
23,771
|
|
|
9
|
||
2022
|
|
136
|
|
|
528
|
|
|
30.72
|
|
|
16,221
|
|
|
6
|
||
2023
|
|
143
|
|
|
634
|
|
|
26.02
|
|
|
16,498
|
|
|
6
|
||
2024
|
|
129
|
|
|
521
|
|
|
32.74
|
|
|
17,057
|
|
|
6
|
||
2025
|
|
249
|
|
|
1,070
|
|
|
28.46
|
|
|
30,452
|
|
|
11
|
||
2026 and after
|
|
102
|
|
|
716
|
|
|
23.46
|
|
|
16,796
|
|
|
6
|
||
|
|
2,264
|
|
|
10,685
|
|
|
$
|
24.93
|
|
|
$
|
266,372
|
|
|
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 863,000 square feet.
|
(2)
|
Annualized base rent is defined as the minimum monthly payments due as of February 1, 2016 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.
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Occupancy
|
|
97
|
%
|
|
98
|
%
|
|
99
|
%
|
|
99
|
%
|
|
99
|
%
|
|||||
Average annual base rent per square foot
(1)
|
|
$
|
25.19
|
|
|
$
|
23.78
|
|
|
$
|
22.98
|
|
|
$
|
21.94
|
|
|
$
|
21.05
|
|
(1)
|
Average annual base rent per square foot is calculated on a straight-line basis including the effects of inducements and rent concessions.
|
|
|
Total Expiring
|
|
Renewed by Existing
Tenants
|
||||||
Year
|
|
Square Feet
(in 000's)
|
|
% of
Total Outlet Center Square Feet
(1)
|
|
Square Feet
(in 000's)
|
|
% of
Expiring Square Feet
|
||
2015
(2)
|
|
1,532
|
|
|
13
|
|
1,282
|
|
|
84
|
2014
(3)
|
|
1,613
|
|
|
14
|
|
1,241
|
|
|
77
|
2013
|
|
1,950
|
|
|
18
|
|
1,574
|
|
|
81
|
2012
|
|
1,814
|
|
|
17
|
|
1,536
|
|
|
85
|
2011
|
|
1,771
|
|
|
18
|
|
1,459
|
|
|
82
|
(1)
|
Represents the percentage of total square footage at the beginning of each year that is scheduled to expire during the respective year.
|
(2)
|
Excludes the outlet centers in Kittery I & II, Tuscola, West Branch, and Barstow, which were sold during 2015.
|
(3)
|
Excludes the Lincoln City outlet center, which was sold in 2014.
|
|
|
Renewals of Existing Leases
|
|
Stores Re-leased to New Tenants
(1)
|
||||||||||||||||||||||
|
|
|
|
Average Annualized Base Rent
|
|
|
|
Average Annualized Base Rent
|
||||||||||||||||||
|
|
|
|
($ per sq. ft.)
|
|
|
|
($ per sq. ft.)
|
||||||||||||||||||
Year
|
|
Square Feet
(in 000's)
|
|
Expiring
|
|
New
|
|
%
Increase
|
|
Square Feet
(in 000's)
|
|
Expiring
|
|
New
|
|
% Increase
|
||||||||||
2015
(2)
|
|
1,282
|
|
|
$
|
21.77
|
|
|
$
|
26.06
|
|
|
20
|
|
444
|
|
|
$
|
24.33
|
|
|
$
|
31.48
|
|
|
29
|
2014
(3)
|
|
1,241
|
|
|
19.97
|
|
|
23.38
|
|
|
17
|
|
470
|
|
|
24.20
|
|
|
32.93
|
|
|
36
|
||||
2013
|
|
1,574
|
|
|
20.09
|
|
|
23.96
|
|
|
19
|
|
510
|
|
|
22.19
|
|
|
30.57
|
|
|
38
|
||||
2012
|
|
1,536
|
|
|
18.70
|
|
|
21.75
|
|
|
16
|
|
450
|
|
|
20.60
|
|
|
31.72
|
|
|
54
|
||||
2011
|
|
1,459
|
|
|
18.16
|
|
|
20.54
|
|
|
13
|
|
548
|
|
|
18.82
|
|
|
28.24
|
|
|
50
|
(1)
|
The square footage released to new tenants for 2015, 2014, 2013, 2012, and 2011 contains 149,440, 207,000, 224,000, 137,000, and 172,000, respectively, that was released to new tenants upon expiration of an existing lease during the respective year.
|
(2)
|
Excludes the outlet centers in Kittery I & II, Tuscola, West Branch, and Barstow, which were sold during 2015.
|
(3)
|
Excludes the Lincoln City outlet center, which was sold in 2014.
|
Year
|
|
Occupancy Costs as a
% of Tenant Sales
|
|
2015
|
|
9.3
|
|
2014
|
|
8.9
|
|
2013
|
|
8.6
|
|
2012
|
|
8.4
|
|
2011
|
|
8.4
|
|
Tenant
|
|
Number of Stores
|
|
Square Feet
|
|
% of Total Square Feet
|
||
The Gap, Inc.:
|
|
|
|
|
|
|
||
Old Navy
|
|
24
|
|
|
359,562
|
|
|
3.1
|
GAP
|
|
30
|
|
|
283,451
|
|
|
2.5
|
Banana Republic
|
|
29
|
|
|
240,855
|
|
|
2.1
|
|
|
83
|
|
|
883,868
|
|
|
7.7
|
Ascena Retail Group, Inc.:
|
|
|
|
|
|
|
||
Dress Barn
|
|
27
|
|
|
221,026
|
|
|
1.9
|
Loft
|
|
27
|
|
|
180,985
|
|
|
1.6
|
Ann Taylor
|
|
20
|
|
|
131,294
|
|
|
1.1
|
Lane Bryant
|
|
22
|
|
|
115,526
|
|
|
1.0
|
Justice
|
|
26
|
|
|
111,229
|
|
|
1.0
|
Maurice's
|
|
10
|
|
|
48,461
|
|
|
0.4
|
Dress Barn Woman
|
|
1
|
|
|
3,600
|
|
|
*
|
|
|
133
|
|
|
812,121
|
|
|
7.0
|
Nike, Inc.:
|
|
|
|
|
|
|
||
Nike
|
|
25
|
|
|
353,096
|
|
|
3.1
|
Converse
|
|
10
|
|
|
32,625
|
|
|
0.3
|
Hurley
|
|
1
|
|
|
2,133
|
|
|
*
|
|
|
36
|
|
|
387,854
|
|
|
3.4
|
PVH Corp.:
|
|
|
|
|
|
|
||
Tommy Hilfiger
|
|
28
|
|
|
203,984
|
|
|
1.8
|
Van Heusen
|
|
21
|
|
|
86,122
|
|
|
0.7
|
Calvin Klein, Inc.
|
|
11
|
|
|
71,119
|
|
|
0.6
|
Tommy Kids
|
|
1
|
|
|
3,090
|
|
|
*
|
|
|
61
|
|
|
364,315
|
|
|
3.1
|
V. F. Corporation:
|
|
|
|
|
|
|
||
VF Outlet
|
|
11
|
|
|
204,570
|
|
|
1.8
|
Nautica
|
|
11
|
|
|
56,630
|
|
|
0.5
|
Timberland
|
|
8
|
|
|
41,426
|
|
|
0.4
|
The North Face
|
|
2
|
|
|
16,219
|
|
|
0.1
|
Vans
|
|
4
|
|
|
13,000
|
|
|
0.1
|
|
|
36
|
|
|
331,845
|
|
|
2.9
|
Ralph Lauren Corporation:
|
|
|
|
|
|
|
||
Polo Ralph Lauren
|
|
26
|
|
|
276,845
|
|
|
2.4
|
Polo Children
|
|
5
|
|
|
24,909
|
|
|
0.2
|
Polo Ralph Lauren Big & Tall
|
|
3
|
|
|
15,262
|
|
|
0.1
|
Lauren Ralph Lauren
|
|
1
|
|
|
6,250
|
|
|
0.1
|
|
|
35
|
|
|
323,266
|
|
|
2.8
|
G-III Apparel Group, Ltd.:
|
|
|
|
|
|
|
||
Bass
|
|
30
|
|
|
177,768
|
|
|
1.5
|
Wilson's Leather
|
|
34
|
|
|
128,388
|
|
|
1.1
|
|
|
64
|
|
|
306,156
|
|
|
2.6
|
Carter's Inc.:
|
|
|
|
|
|
|
||
Carter's
|
|
29
|
|
|
131,534
|
|
|
1.1
|
OshKosh B'Gosh
|
|
28
|
|
|
122,825
|
|
|
1.1
|
|
|
57
|
|
|
254,359
|
|
|
2.2
|
Adidas AG:
|
|
|
|
|
|
|
||
Reebok
|
|
18
|
|
|
134,970
|
|
|
1.2
|
Adidas
|
|
17
|
|
|
110,504
|
|
|
1.0
|
Taylor Made
|
|
1
|
|
|
3,000
|
|
|
*
|
|
|
36
|
|
|
248,474
|
|
|
2.2
|
Hanes Brands:
|
|
|
|
|
|
|
||
Hanesbrands
|
|
30
|
|
|
192,894
|
|
|
1.7
|
Maidenform
|
|
7
|
|
|
15,337
|
|
|
0.1
|
Champion
|
|
2
|
|
|
8,640
|
|
|
0.1
|
|
|
39
|
|
|
216,871
|
|
|
1.9
|
|
|
|
|
|
|
|
||
Total of all tenants listed in table
|
|
580
|
|
|
4,129,129
|
|
|
35.8
|
Deer Park
|
|
Square Feet
|
|
2015
|
|
2014
|
|
2013
|
|||||||
Outlet Center Occupancy
|
|
749,074
|
|
|
95
|
%
|
|
95
|
%
|
|
95
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Average base rental rates per weighted average square foot
(1)
|
|
|
|
$
|
30.34
|
|
|
$
|
29.45
|
|
|
$
|
29.73
|
|
(1)
|
Note that outlet center was acquired during August 2013. Represents average base rental rates per weighted average square foot since the acquisition date.
|
Year
|
|
No. of
Leases
Expiring
(1)
|
|
Square Feet
(in 000's)
(1)
|
|
Annualized
Base Rent
per Square Foot
|
|
Annualized
Base Rent
(in 000's)
(2)
|
|
% of Gross
Annualized
Base Rent
Represented
by Expiring
Leases
|
|||||||
2016
|
|
11
|
|
|
47
|
|
|
$
|
33.36
|
|
|
$
|
1,568
|
|
|
7
|
|
2017
|
|
4
|
|
|
11
|
|
|
25.73
|
|
|
283
|
|
|
2
|
|
||
2018
|
|
26
|
|
|
144
|
|
|
33.21
|
|
|
4,782
|
|
|
23
|
|
||
2019
|
|
24
|
|
|
136
|
|
|
38.74
|
|
|
5,269
|
|
|
25
|
|
||
2020
|
|
3
|
|
|
13
|
|
|
43.85
|
|
|
570
|
|
|
3
|
|
||
2021
|
|
3
|
|
|
11
|
|
|
43.45
|
|
|
478
|
|
|
2
|
|
||
2022
|
|
3
|
|
|
13
|
|
|
37.23
|
|
|
484
|
|
|
2
|
|
||
2023
|
|
7
|
|
|
54
|
|
|
21.15
|
|
|
1,142
|
|
|
5
|
|
||
2024
|
|
7
|
|
|
29
|
|
|
36.83
|
|
|
1,068
|
|
|
5
|
|
||
2025
|
|
6
|
|
|
26
|
|
|
20.65
|
|
|
537
|
|
|
3
|
|
||
2026 and thereafter
|
|
5
|
|
|
194
|
|
|
24.51
|
|
|
4,755
|
|
|
23
|
|
||
Total
|
|
99
|
|
|
678
|
|
|
$
|
30.88
|
|
|
$
|
20,936
|
|
|
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 71,000 square feet.
|
(2)
|
Annualized base rent is defined as the minimum monthly payments due as of February 1, 2016, 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
|
|
67
|
|
Director, President and Chief Executive Officer
|
Frank C. Marchisello, Jr.
|
|
57
|
|
Executive Vice President - Chief Financial Officer
|
Thomas E. McDonough
|
|
58
|
|
Executive Vice President - Chief Operating Officer
|
Chad D. Perry
|
|
44
|
|
Executive Vice President - General Counsel and Secretary
|
Carrie A. Geldner
|
|
53
|
|
Senior Vice President - Chief Marketing Officer
|
Manuel O. Jessup
|
|
60
|
|
Senior Vice President - Human Resources
|
Lisa J. Morrison
|
|
56
|
|
Senior Vice President - Leasing
|
Virginia R. Summerell
|
|
57
|
|
Senior Vice President of Finance - Treasurer and Assistant Secretary
|
James F. Williams
|
|
51
|
|
Senior Vice President - Chief Accounting Officer
|
Charles A. Worsham
|
|
44
|
|
Senior Vice President - Construction and Development
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
2015
|
|
High
|
|
Low
|
|
Common Dividends Paid
|
Special Dividends
|
|
||||||||
First Quarter
|
|
$
|
40.80
|
|
|
$
|
33.79
|
|
|
$
|
0.2400
|
|
$
|
—
|
|
|
Second Quarter
|
|
36.26
|
|
|
31.65
|
|
|
0.2850
|
|
—
|
|
|
||||
Third Quarter
|
|
33.93
|
|
|
30.30
|
|
|
0.2850
|
|
—
|
|
|
||||
Fourth Quarter
|
|
36.10
|
|
|
31.55
|
|
|
0.2850
|
|
0.2100
|
|
(1)
|
||||
Year 2015
|
|
$
|
40.80
|
|
|
$
|
30.30
|
|
|
$
|
1.0950
|
|
$
|
0.2100
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2014
|
|
High
|
|
Low
|
|
Common Dividends Paid
|
Special Dividends
|
|
||||||||
First Quarter
|
|
$
|
35.38
|
|
|
$
|
31.86
|
|
|
$
|
0.2250
|
|
$
|
—
|
|
|
Second Quarter
|
|
36.77
|
|
|
34.73
|
|
|
0.2400
|
|
—
|
|
|
||||
Third Quarter
|
|
35.94
|
|
|
32.39
|
|
|
0.2400
|
|
—
|
|
|
||||
Fourth Quarter
|
|
37.96
|
|
|
32.53
|
|
|
0.2400
|
|
—
|
|
|
||||
Year 2014
|
|
$
|
37.96
|
|
|
$
|
31.86
|
|
|
$
|
0.9450
|
|
$
|
—
|
|
|
(1)
|
Paid on January 15, 2016 to holders of record on December 31, 2015.
|
|
|
|
Period Ended
|
||||||||||||||
Index
|
12/31/2010
|
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|||||
Tanger Factory Outlet Centers, Inc.
|
100.00
|
|
|
117.96
|
|
|
141.31
|
|
|
135.64
|
|
|
160.85
|
|
|
147.74
|
|
SNL US REIT Equity
|
100.00
|
|
|
108.33
|
|
|
130.25
|
|
|
135.11
|
|
|
172.25
|
|
|
177.01
|
|
SNL US REIT Retail
|
100.00
|
|
|
110.21
|
|
|
141.43
|
|
|
145.89
|
|
|
186.47
|
|
|
194.13
|
|
|
|
2015
|
|
2014
|
||||
First Quarter
|
|
$
|
0.240
|
|
|
$
|
0.225
|
|
Second Quarter
|
|
0.285
|
|
|
0.240
|
|
||
Third Quarter
|
|
0.285
|
|
|
0.240
|
|
||
Fourth Quarter
|
|
0.285
|
|
|
0.240
|
|
||
Dividends per unit
|
|
$
|
1.095
|
|
|
$
|
0.945
|
|
Special dividends per unit
(1)
|
|
0.210
|
|
|
—
|
|
||
Total dividends per unit
|
|
$
|
1.305
|
|
|
$
|
0.945
|
|
(1)
|
Paid on January 15, 2016 to holders of record on December 31, 2015.
|
ITEM 6.
|
SELECTED FINANCIAL DATA (TANGER FACTORY OUTLET CENTERS, INC.)
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
(in thousands, except per share and outlet center data)
|
||||||||||||||||||
OPERATING DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
439,369
|
|
|
$
|
418,558
|
|
|
$
|
384,819
|
|
|
$
|
357,002
|
|
|
$
|
315,203
|
|
Operating income
|
|
144,461
|
|
|
131,863
|
|
|
127,705
|
|
|
109,590
|
|
|
97,915
|
|
|||||
Net income
(1)(2)(3)
|
|
222,168
|
|
|
78,152
|
|
|
113,321
|
|
|
56,476
|
|
|
50,989
|
|
|||||
Net income available to common shareholders
(1)(2)(3)
|
|
208,792
|
|
|
72,139
|
|
|
106,431
|
|
|
52,444
|
|
|
43,957
|
|
|||||
SHARE DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income available to common shareholders
(1)(2)(3)
|
|
$
|
2.20
|
|
|
$
|
0.77
|
|
|
$
|
1.14
|
|
|
$
|
0.57
|
|
|
$
|
0.53
|
|
Weighted average common shares
|
|
94,698
|
|
|
93,769
|
|
|
93,311
|
|
|
91,733
|
|
|
83,000
|
|
|||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income available to common shareholders
(1)(2)(3)
|
|
$
|
2.20
|
|
|
$
|
0.77
|
|
|
$
|
1.13
|
|
|
$
|
0.57
|
|
|
$
|
0.52
|
|
Weighted average common shares
|
|
94,759
|
|
|
93,839
|
|
|
94,247
|
|
|
92,661
|
|
|
84,129
|
|
|||||
Common dividends
(4)
|
|
$
|
1.3050
|
|
|
$
|
0.9450
|
|
|
$
|
0.8850
|
|
|
$
|
0.8300
|
|
|
$
|
0.7938
|
|
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate assets, before depreciation
|
|
$
|
2,513,217
|
|
|
$
|
2,263,603
|
|
|
$
|
2,249,819
|
|
|
$
|
1,947,352
|
|
|
$
|
1,916,045
|
|
Total assets
|
|
2,326,707
|
|
|
2,097,660
|
|
|
2,006,456
|
|
|
1,678,800
|
|
|
1,633,273
|
|
|||||
Debt
|
|
1,563,806
|
|
|
1,443,194
|
|
|
1,328,049
|
|
|
1,093,537
|
|
|
1,025,542
|
|
|||||
Total equity
|
|
606,032
|
|
|
523,886
|
|
|
557,595
|
|
|
513,875
|
|
|
528,432
|
|
|||||
CASH FLOW DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
220,755
|
|
|
$
|
188,771
|
|
|
$
|
187,486
|
|
|
$
|
165,750
|
|
|
$
|
135,994
|
|
Investing activities
|
|
(221,827
|
)
|
|
(188,588
|
)
|
|
(174,226
|
)
|
|
(147,909
|
)
|
|
(361,076
|
)
|
|||||
Financing activities
|
|
6,854
|
|
|
1,977
|
|
|
(7,072
|
)
|
|
(15,415
|
)
|
|
227,218
|
|
|||||
OTHER DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Square feet open:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
11,746
|
|
|
11,346
|
|
|
11,537
|
|
|
10,737
|
|
|
10,724
|
|
|||||
Partially-owned (unconsolidated)
|
|
2,747
|
|
|
2,606
|
|
|
1,719
|
|
|
2,156
|
|
|
1,110
|
|
|||||
Number of outlet centers:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
34
|
|
|
36
|
|
|
37
|
|
|
36
|
|
|
36
|
|
|||||
Partially-owned (unconsolidated)
|
|
9
|
|
|
9
|
|
|
7
|
|
|
7
|
|
|
3
|
|
(1)
|
For the year ended December 31, 2015, income from continuing operations and net income include a gain of approximately
$120.4 million
on the sale of our equity interest in the Wisconsin Dells joint venture and on the sale of our Kittery I & II, Tuscola, West Branch and Barstow outlet centers.
|
(2)
|
For the year ended December 31, 2014, income from continuing operations and net income include a $7.5 million gain on the sale of our Lincoln City outlet center and a $13.1 million loss on early extinguishment of debt related to the early redemption of senior notes due November 2015.
|
(3)
|
For the year ended December 31, 2013, income from continuing operations and net income include a $26.0 million gain on our previously held interest in Deer Park upon the acquisition of an additional one-third interest in August 2013, and the consolidation of Deer Park into our financial statements.
|
(4)
|
For the year ended December 31, 2015, common dividends include a special dividend paid on January 15, 2016 to holders of record on December 31, 2015.
|
ITEM 6.
|
SELECTED FINANCIAL DATA (TANGER PROPERTIES LIMITED PARTNERSHIP)
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
(in thousands, except per unit and outlet center data)
|
||||||||||||||||||
OPERATING DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
439,369
|
|
|
$
|
418,558
|
|
|
$
|
384,819
|
|
|
$
|
357,002
|
|
|
$
|
315,203
|
|
Operating income
|
|
144,461
|
|
|
131,863
|
|
|
127,705
|
|
|
109,590
|
|
|
97,915
|
|
|||||
Net income
(1)(2)(3)
|
|
222,168
|
|
|
78,152
|
|
|
113,321
|
|
|
56,476
|
|
|
50,989
|
|
|||||
Net income available to common unitholders
(1)(2)(3)
|
|
220,118
|
|
|
76,175
|
|
|
112,071
|
|
|
55,711
|
|
|
50,313
|
|
|||||
UNIT DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income available to common unitholders
(1)(2)(3)
|
|
$
|
2.21
|
|
|
$
|
0.77
|
|
|
$
|
1.14
|
|
|
$
|
0.57
|
|
|
$
|
0.53
|
|
Weighted average common units
|
|
99,777
|
|
|
98,883
|
|
|
98,193
|
|
|
97,677
|
|
|
94,892
|
|
|||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income available to common unitholders
(1)(2)(3)
|
|
$
|
2.20
|
|
|
$
|
0.77
|
|
|
$
|
1.13
|
|
|
$
|
0.57
|
|
|
$
|
0.52
|
|
Weighted average common units
|
|
99,838
|
|
|
98,953
|
|
|
99,129
|
|
|
98,605
|
|
|
96,021
|
|
|||||
Common distributions
(4)
|
|
$
|
1.3050
|
|
|
$
|
0.9450
|
|
|
$
|
0.8850
|
|
|
$
|
0.8300
|
|
|
$
|
0.7938
|
|
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate assets, before depreciation
|
|
$
|
2,513,217
|
|
|
$
|
2,263,603
|
|
|
$
|
2,249,819
|
|
|
$
|
1,947,352
|
|
|
$
|
1,916,045
|
|
Total assets
|
|
2,326,036
|
|
|
2,096,085
|
|
|
2,005,950
|
|
|
1,678,326
|
|
|
1,632,921
|
|
|||||
Debt
|
|
1,563,806
|
|
|
1,443,194
|
|
|
1,328,049
|
|
|
1,093,537
|
|
|
1,025,542
|
|
|||||
Total equity
|
|
606,032
|
|
|
523,886
|
|
|
557,595
|
|
|
513,875
|
|
|
528,432
|
|
|||||
CASH FLOW DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
221,818
|
|
|
$
|
187,959
|
|
|
$
|
187,269
|
|
|
$
|
165,738
|
|
|
$
|
136,053
|
|
Investing activities
|
|
(221,827
|
)
|
|
(188,588
|
)
|
|
(174,226
|
)
|
|
(147,909
|
)
|
|
(361,076
|
)
|
|||||
Financing activities
|
|
6,854
|
|
|
1,977
|
|
|
(7,072
|
)
|
|
(15,415
|
)
|
|
227,218
|
|
|||||
OTHER DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
11,746
|
|
|
11,346
|
|
|
11,537
|
|
|
10,737
|
|
|
10,724
|
|
|||||
Partially-owned (unconsolidated)
|
|
2,747
|
|
|
2,606
|
|
|
1,719
|
|
|
2,156
|
|
|
1,110
|
|
|||||
Number of outlet centers:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
34
|
|
|
36
|
|
|
37
|
|
|
36
|
|
|
36
|
|
|||||
Partially-owned (unconsolidated)
|
|
9
|
|
|
9
|
|
|
7
|
|
|
7
|
|
|
3
|
|
(1)
|
For the year ended December 31, 2015, income from continuing operations and net income include a gain of approximately
$120.4 million
on the sale of our equity interest in the Wisconsin Dells joint venture and on the sale of our Kittery I & II, Tuscola, West Branch and Barstow outlet centers.
|
(2)
|
For the year ended December 31, 2014, income from continuing operations and net income include a $7.5 million gain on the sale of our Lincoln City outlet center and a
$13.1 million
loss on early extinguishment of debt related to the early redemption of senior notes due November 2015.
|
(3)
|
For the year ended December 31, 2013, income from continuing operations and net income include a $26.0 million gain on our previously held interest in Deer Park upon the acquisition of an additional one-third interest in August 2013, and the consolidation of Deer Park into our financial statements.
|
(4)
|
For the year ended December 31, 2015, common distributions include a special dividend paid on January 15, 2016 to holders of record on December 31, 2015.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Outlet Center
|
|
Quarter Acquired/Open/Disposed/Demolished
|
|
Consolidated Outlet Center Square Feet (in thousands)
|
|
Unconsolidated Joint Venture Outlet Center Square Feet (in thousands)
|
|
Number of Consolidated Outlet Centers
|
|
Number of Unconsolidated
Outlet Centers
|
||||
As of January 1, 2013
|
|
|
|
10,737
|
|
|
2,156
|
|
|
36
|
|
|
7
|
|
New Developments:
|
|
|
|
|
|
|
|
|
|
|
||||
National Harbor
|
|
Fourth Quarter
|
|
—
|
|
|
336
|
|
|
—
|
|
|
1
|
|
Expansion:
|
|
|
|
|
|
|
|
|
|
|
||||
Gonzales
|
|
First and Second Quarter
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Sevierville
|
|
Third Quarter
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Acquisition/(Disposition):
|
|
|
|
|
|
|
|
|
|
|
||||
Deer Park
|
|
Third Quarter
|
|
742
|
|
|
(742
|
)
|
|
1
|
|
|
(1
|
)
|
Deer Park Warehouse
|
|
|
|
|
|
(29
|
)
|
|
|
|
|
|||
Other
|
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
As of December 31, 2013
|
|
|
|
11,537
|
|
|
1,719
|
|
|
37
|
|
|
7
|
|
New Developments:
|
|
|
|
|
|
|
|
|
|
|
||||
Charlotte
|
|
Third Quarter
|
|
—
|
|
|
398
|
|
|
—
|
|
|
1
|
|
Ottawa
|
|
Fourth Quarter
|
|
—
|
|
|
288
|
|
|
—
|
|
|
1
|
|
Expansion:
|
|
|
|
|
|
|
|
|
|
|
||||
Charleston
|
|
Second Quarter
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cookstown
|
|
Fourth Quarter
|
|
—
|
|
|
149
|
|
|
—
|
|
|
—
|
|
Branson
|
|
Fourth Quarter
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Westgate
|
|
Fourth Quarter
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
Park City
|
|
Fourth Quarter
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Sevierville
|
|
Fourth Quarter
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Disposition:
|
|
|
|
|
|
|
|
|
|
|
||||
Lincoln City
|
|
Fourth Quarter
|
|
(270
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
Other
|
|
|
|
4
|
|
|
2
|
|
|
—
|
|
|
—
|
|
As of December 31, 2014
|
|
|
|
11,346
|
|
|
2,606
|
|
|
36
|
|
|
9
|
|
New Developments:
|
|
|
|
|
|
|
|
|
|
|
||||
Foxwoods
|
|
Second Quarter
|
|
312
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Savannah
|
|
Second Quarter
|
|
—
|
|
|
377
|
|
|
—
|
|
|
1
|
|
Grand Rapids
|
|
Third Quarter
|
|
352
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Southaven
|
|
Fourth Quarter
|
|
320
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Expansion:
|
|
|
|
|
|
|
|
|
|
|
||||
Westgate
|
|
First Quarter
|
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
San Marcos
|
|
Fourth Quarter
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Disposition:
|
|
|
|
|
|
|
|
|
|
|
||||
Wisconsin Dells
|
|
First Quarter
|
|
—
|
|
|
(265
|
)
|
|
—
|
|
|
(1
|
)
|
Kittery I
|
|
Third Quarter
|
|
(52
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
Kittery II
|
|
Third Quarter
|
|
(25
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
Tuscola
|
|
Third Quarter
|
|
(250
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
West Branch
|
|
Third Quarter
|
|
(113
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
Barstow
|
|
Fourth Quarter
|
|
(171
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
Other
|
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
As of December 31, 2015
|
|
|
|
11,746
|
|
|
2,747
|
|
|
34
|
|
|
9
|
|
(1)
|
On August 30, 2013, we acquired an additional one-third interest in Deer Park, bringing our total ownership to a two-thirds interest, for total consideration of approximately
$27.9 million
. As a result of acquiring a controlling ownership interest, Deer Park has been consolidated in our balance sheet and statements of operations since the acquisition date. The fair value of the net assets acquired, on a consolidated basis, totaled $83.8 million, consisting of $319.4 million in rental property and lease related intangibles, $2.3 million in other identifiable assets and liabilities, and $237.9 million in debt. Previously Deer Park was reported within our unconsolidated portfolio of properties.
|
|
|
2015
(1)
|
|||||||||||||||||||
|
|
# of Leases
|
|
Square Feet (in 000's)
|
|
Average
Annual
Straight-line Base Rent (psf)
|
|
Average
Tenant
Allowance (psf)
|
|
Average Initial Term (in years)
|
|
Net Average
Annual
Straight-line Base Rent (psf)
(3)
|
|||||||||
Re-tenant
|
|
119
|
|
|
444
|
|
|
$
|
31.48
|
|
|
$
|
28.82
|
|
|
9.22
|
|
|
$
|
28.35
|
|
Renewal
|
|
278
|
|
|
1,282
|
|
|
26.06
|
|
|
0.11
|
|
|
5.04
|
|
|
26.04
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
2014
(2)
|
|||||||||||||||||||
|
|
# of Leases
|
|
Square Feet (in 000's)
|
|
Average
Annual
Straight-line Base Rent (psf)
|
|
Average
Tenant
Allowance (psf)
|
|
Average Initial Term (in years)
|
|
Net Average
Annual
Straight-line Base Rent (psf)
(3)
|
|||||||||
Re-tenant
|
|
134
|
|
|
470
|
|
|
$
|
32.93
|
|
|
$
|
39.39
|
|
|
9.02
|
|
|
$
|
28.56
|
|
Renewal
|
|
275
|
|
|
1,241
|
|
|
23.38
|
|
|
0.21
|
|
|
4.47
|
|
|
23.33
|
|
(1)
|
Excludes Kittery I & II, Tuscola, West Branch and Barstow outlet centers which were sold in 2015.
|
(2)
|
Excludes Lincoln City outlet center which was sold in 2014.
|
(3)
|
Net average straight-line base rent is calculated by dividing the average tenant allowance costs per square foot by the average initial term and subtracting this calculated number from the average straight-line base rent per year amount. The average annual straight-line base rent disclosed in the table above includes all concessions, abatements and reimbursements of rent to tenants. The average tenant allowance disclosed in the table above includes landlord costs.
|
•
|
incremental operating income from the opening of three new consolidated centers in 2015 and four small expansions of our consolidated properties completed since January 2014,
|
•
|
the overall growth in the operating income of our existing properties,
|
•
|
an increase in equity in earnings of unconsolidated joint ventures due to three new properties and two significant expansions completed within our unconsolidated joint ventures since January 2014, and
|
•
|
lower interest expense incurred in the 2015 period compared to the 2014 period as a result of debt refinancings completed in 2014.
|
•
|
lower operating income in 2015 due to the sale of our Lincoln City outlet center in December 2014 as well as the sales of the other outlet centers listed above in 2015, and,
|
•
|
lower earnings as a result of the sale of our equity interest in the Wisconsin Dells joint venture.
|
|
|
2015
|
|
2014
|
|
Increase/
(Decrease)
|
||||||
Base rentals from existing properties
|
|
$
|
266,317
|
|
|
$
|
259,672
|
|
|
$
|
6,645
|
|
Base rentals from new developments
|
|
11,656
|
|
|
—
|
|
|
11,656
|
|
|||
Base rentals from properties disposed
|
|
9,145
|
|
|
16,253
|
|
|
(7,108
|
)
|
|||
Termination fees
|
|
4,576
|
|
|
1,310
|
|
|
3,266
|
|
|||
Amortization of above and below market rent adjustments, net
|
|
(2,006
|
)
|
|
(2,755
|
)
|
|
749
|
|
|||
|
|
$
|
289,688
|
|
|
$
|
274,480
|
|
|
$
|
15,208
|
|
|
|
2015
|
|
2014
|
|
Increase/
(Decrease)
|
||||||
Percentage rentals from existing properties
|
|
$
|
9,111
|
|
|
$
|
8,679
|
|
|
$
|
432
|
|
Percentage rentals from new developments
|
|
45
|
|
|
—
|
|
|
45
|
|
|||
Percentage rentals from properties disposed
|
|
1,001
|
|
|
1,628
|
|
|
(627
|
)
|
|||
|
|
$
|
10,157
|
|
|
$
|
10,307
|
|
|
$
|
(150
|
)
|
|
|
2015
|
|
2014
|
|
Increase/
(Decrease)
|
||||||
Expense reimbursements from existing properties
|
|
$
|
118,434
|
|
|
$
|
114,988
|
|
|
$
|
3,446
|
|
Expense reimbursements from new developments
|
|
4,005
|
|
|
—
|
|
|
4,005
|
|
|||
Expense reimbursements from properties disposed
|
|
4,029
|
|
|
7,544
|
|
|
(3,515
|
)
|
|||
|
|
$
|
126,468
|
|
|
$
|
122,532
|
|
|
$
|
3,936
|
|
|
|
2015
|
|
2014
|
|
Increase/
(Decrease)
|
||||||
Development and leasing
|
|
$
|
1,827
|
|
|
$
|
725
|
|
|
$
|
1,102
|
|
Loan guarantee
|
|
746
|
|
|
463
|
|
|
283
|
|
|||
Management and marketing
|
|
2,853
|
|
|
2,403
|
|
|
450
|
|
|||
|
|
$
|
5,426
|
|
|
$
|
3,591
|
|
|
$
|
1,835
|
|
|
|
2015
|
|
2014
|
|
Increase/
(Decrease)
|
||||||
Other income from existing properties
|
|
$
|
6,917
|
|
|
$
|
7,202
|
|
|
$
|
(285
|
)
|
Other income from new developments
|
|
457
|
|
|
—
|
|
|
457
|
|
|||
Other income from properties disposed
|
|
256
|
|
|
446
|
|
|
(190
|
)
|
|||
|
|
$
|
7,630
|
|
|
$
|
7,648
|
|
|
$
|
(18
|
)
|
|
|
2015
|
|
2014
|
|
Increase/
(Decrease)
|
||||||
Property operating expenses from existing properties
|
|
$
|
132,439
|
|
|
$
|
127,952
|
|
|
$
|
4,487
|
|
Property operating expenses from new developments
|
|
9,242
|
|
|
—
|
|
|
9,242
|
|
|||
Property operating expenses from properties disposed
|
|
4,822
|
|
|
9,470
|
|
|
(4,648
|
)
|
|||
|
|
$
|
146,503
|
|
|
$
|
137,422
|
|
|
$
|
9,081
|
|
|
|
2015
|
|
2014
|
|
Increase/
(Decrease)
|
||||||
Depreciation and amortization expenses from existing properties
|
|
$
|
95,982
|
|
|
$
|
97,949
|
|
|
$
|
(1,967
|
)
|
Depreciation and amortization expenses from new developments
|
|
5,902
|
|
|
—
|
|
|
5,902
|
|
|||
Depreciation and amortization from properties disposed
|
|
2,052
|
|
|
4,483
|
|
|
(2,431
|
)
|
|||
|
|
$
|
103,936
|
|
|
$
|
102,432
|
|
|
$
|
1,504
|
|
|
|
2015
|
|
2014
|
|
Increase/
(Decrease)
|
||||||
Equity in earnings from existing properties
|
|
$
|
6,618
|
|
|
$
|
6,001
|
|
|
$
|
617
|
|
Equity in earnings from new developments
|
|
4,708
|
|
|
1,621
|
|
|
$
|
3,087
|
|
||
Equity in earnings from property disposed
|
|
158
|
|
|
1,431
|
|
|
(1,273
|
)
|
|||
|
|
$
|
11,484
|
|
|
$
|
9,053
|
|
|
$
|
2,431
|
|
|
|
2014
|
|
2013
|
|
Increase/
(Decrease)
|
||||||
Base rentals from existing properties
|
|
$
|
252,814
|
|
|
$
|
245,985
|
|
|
$
|
6,829
|
|
Base rentals from 2013 acquisitions
|
|
23,111
|
|
|
7,494
|
|
|
15,617
|
|
|||
Termination fees
|
|
1,310
|
|
|
609
|
|
|
701
|
|
|||
Amortization of net above and below market lease values
|
|
(2,755
|
)
|
|
(686
|
)
|
|
(2,069
|
)
|
|||
|
|
$
|
274,480
|
|
|
$
|
253,402
|
|
|
$
|
21,078
|
|
|
|
2014
|
|
2013
|
|
Increase/(Decrease)
|
||||||
Percentage rentals from existing properties
|
|
$
|
9,726
|
|
|
$
|
11,147
|
|
|
$
|
(1,421
|
)
|
Percentage rentals from 2013 acquisition
|
|
581
|
|
|
104
|
|
|
477
|
|
|||
|
|
$
|
10,307
|
|
|
$
|
11,251
|
|
|
$
|
(944
|
)
|
|
|
2014
|
|
2013
|
|
Increase/
(Decrease)
|
||||||
Expense reimbursements from existing properties
|
|
$
|
111,513
|
|
|
$
|
106,337
|
|
|
$
|
5,176
|
|
Expense reimbursements from 2013 acquisitions
|
|
11,019
|
|
|
3,317
|
|
|
7,702
|
|
|||
|
|
$
|
122,532
|
|
|
$
|
109,654
|
|
|
$
|
12,878
|
|
|
|
2014
|
|
2013
|
|
Increase/
(Decrease)
|
||||||
Development and leasing
|
|
$
|
725
|
|
|
$
|
595
|
|
|
$
|
130
|
|
Loan guarantee
|
|
463
|
|
|
161
|
|
|
302
|
|
|||
Management and marketing
|
|
2,403
|
|
|
2,324
|
|
|
79
|
|
|||
|
|
$
|
3,591
|
|
|
$
|
3,080
|
|
|
$
|
511
|
|
|
|
2014
|
|
2013
|
|
Increase/
(Decrease)
|
||||||
Other income from existing properties
|
|
$
|
7,056
|
|
|
$
|
7,223
|
|
|
$
|
(167
|
)
|
Other income from 2013 acquisitions
|
|
592
|
|
|
209
|
|
|
383
|
|
|||
|
|
$
|
7,648
|
|
|
$
|
7,432
|
|
|
$
|
216
|
|
|
|
2014
|
|
2013
|
|
Increase/
(Decrease)
|
||||||
Property operating expenses from existing properties
|
|
$
|
120,987
|
|
|
$
|
115,979
|
|
|
$
|
5,008
|
|
Property operating expenses from 2013 acquisitions
|
|
16,435
|
|
|
5,067
|
|
|
11,368
|
|
|||
|
|
$
|
137,422
|
|
|
$
|
121,046
|
|
|
$
|
16,376
|
|
|
|
2014
|
|
2013
|
|
Increase/
(Decrease)
|
||||||
Depreciation and amortization from existing properties
|
|
$
|
87,071
|
|
|
$
|
88,920
|
|
|
$
|
(1,849
|
)
|
Depreciation and amortization from 2013 acquisitions
|
|
15,361
|
|
|
6,826
|
|
|
8,535
|
|
|||
|
|
$
|
102,432
|
|
|
$
|
95,746
|
|
|
$
|
6,686
|
|
|
|
2015
|
|
2014
|
|
Change
|
||||||
Net cash provided by operating activities
|
|
$
|
221,818
|
|
|
$
|
187,959
|
|
|
$
|
33,859
|
|
Net cash used in investing activities
|
|
(221,827
|
)
|
|
(188,588
|
)
|
|
(33,239
|
)
|
|||
Net cash provided by financing activities
|
|
6,854
|
|
|
1,977
|
|
|
4,877
|
|
|||
Effect of foreign currency rate changes on cash and equivalents
|
|
(1,099
|
)
|
|
(526
|
)
|
|
(573
|
)
|
|||
Net increase in cash and cash equivalents
|
|
$
|
5,746
|
|
|
$
|
822
|
|
|
$
|
4,924
|
|
•
|
Cash used for additions to rental property increased due to the construction of our Foxwoods, Grand Rapids, and Memphis outlet centers which opened during 2015.
|
•
|
Less cash was received in 2015 compared to 2014 from unconsolidated joint ventures that represented a return of investment as the 2014 period included the distribution of $89.4 million in net loan proceeds related the Charlotte joint venture that was distributed equally to the partners.
|
•
|
Cash provided from assets sales increased year over year as in 2015 we sold our equity interest in the joint venture that owned the Wisconsin Dells outlet center and five other properties compared to a sale of one property in 2014. Of the $164.6 million in proceeds received from the 2015 asset sales, approximately $121.3 million was held as restricted cash as of December 31, 2015.
|
•
|
Contributions to our unconsolidated joint ventures for the property development activities was much less in 2015 compared to 2014 as one new joint venture project (Savannah) was under construction during the 2015 period compared to the construction of three new properties (Charlotte, Ottawa and Savannah) and two significant expansions (Cookstown and Westgate) in the 2014 period.
|
Project
|
Approximate square feet
(in 000's)
|
Projected Total Net Cost per Square Foot
(in dollars) |
Projected Total Net Cost
(in millions) |
Costs Incurred to Date
(in millions) |
Projected Opening
|
|||||||
Daytona Beach
|
352
|
|
$
|
259
|
|
$
|
91.2
|
|
$
|
17.3
|
|
Holiday 2016
|
Project
|
Ownership %
|
Approximate square feet
(in 000's)
|
Projected Total Net Cost per Square Foot
(in dollars) |
Projected Total Net Cost
(in millions) |
Costs Incurred to Date
(in millions) |
Projected Opening
|
||||||||
Columbus
|
50
|
%
|
355
|
|
$
|
267
|
|
$
|
94.9
|
|
$
|
41.2
|
|
June 2016
|
•
|
To repay a $150.0 million floating rate mortgage loan and a
$28.4 million
deferred financing obligation, both of which are related to our
749,000
square foot outlet center in Deer Park, New York. These transactions allowed us to unencumber the Deer Park asset while simultaneously deferring a significant portion of the gains related to the asset sales for tax purposes.
|
•
|
To pay a special dividend to our share and unit holders of $0.21 per share on January 15, 2016.
|
|
|
2015
|
|
2014
|
|
Change
|
||||||
Capital expenditures analysis:
|
|
|
|
|
|
|
||||||
New outlet center developments
|
|
$
|
222,111
|
|
|
$
|
107,907
|
|
|
$
|
114,204
|
|
Major outlet center renovations
|
|
1,602
|
|
|
18,412
|
|
|
(16,810
|
)
|
|||
Second generation tenant improvement allowances
|
|
10,414
|
|
|
14,324
|
|
|
(3,910
|
)
|
|||
Other capital expenditures
|
|
10,212
|
|
|
18,509
|
|
|
(8,297
|
)
|
|||
|
|
244,339
|
|
|
159,152
|
|
|
85,187
|
|
|||
Conversion from accrual to cash basis
|
|
(5,633
|
)
|
|
(13,256
|
)
|
|
7,623
|
|
|||
Additions to rental property-cash basis
|
|
$
|
238,706
|
|
|
$
|
145,896
|
|
|
$
|
92,810
|
|
•
|
New center development expenditures, which include first generation tenant allowances, relate to construction expenditures for our Grand Rapids, Southaven, and Foxwoods outlet centers in the 2015 period. The 2014 period included new center development expenditures for our Grand Rapids and Foxwoods outlet centers and expansions at our Charleston, Branson, Sevierville, and Park City outlet centers.
|
•
|
Major center renovations in both the 2015 and 2014 periods included construction activities at our Riverhead and our Rehoboth Beach outlet centers.
|
Contractual Obligations
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt
(1)(2)
|
|
$
|
12,842
|
|
|
$
|
80,758
|
|
|
$
|
199,008
|
|
|
$
|
443,669
|
|
|
$
|
303,566
|
|
|
$
|
527,343
|
|
|
$
|
1,567,186
|
|
Interest payment
(2)(3)
|
|
52,702
|
|
|
52,284
|
|
|
49,052
|
|
|
42,970
|
|
|
28,679
|
|
|
70,508
|
|
|
296,195
|
|
|||||||
Operating leases
|
|
5,982
|
|
|
5,981
|
|
|
5,667
|
|
|
5,716
|
|
|
5,720
|
|
|
294,851
|
|
|
323,917
|
|
|||||||
Deferred financing obligation
(4)
|
|
28,388
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,388
|
|
|||||||
|
|
$
|
99,914
|
|
|
$
|
139,023
|
|
|
$
|
253,727
|
|
|
$
|
492,355
|
|
|
$
|
337,965
|
|
|
$
|
892,702
|
|
|
$
|
2,215,686
|
|
(1)
|
These amounts represent total future cash payments related to debt obligations outstanding as of
December 31, 2015
.
|
(2)
|
In January 2016, we repaid our $150.0 million floating rate mortgage loan originally due in 2018, which is related to our outlet center in Deer Park, New York.
|
(3)
|
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, 2015
was used.
|
(4)
|
As part of the acquisition in 2013 of a controlling ownership interest in Deer Park, we and the noncontrolling interest 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 had the option to acquire their ownership interest on the fourth anniversary of the acquisition date at the same price. On September 30, 2015, the noncontrolling interest in our Deer Park outlet center exercised its right to require us to acquire their ownership interest in the property for
$28.4 million
. The transaction closed on January 5, 2016. The obligation to redeem their interest at the redemption price was recorded as a deferred financing obligation in the other liabilities section of the balance sheet as of December 31, 2015 and 2014.
|
Senior unsecured notes financial covenants
|
|
Required
|
|
Actual
|
|
Total consolidated debt to adjusted total assets
|
|
< 60%
|
|
49
|
%
|
Total secured debt to adjusted total assets
|
|
< 40%
|
|
10
|
%
|
Total unencumbered assets to unsecured debt
|
|
> 150%
|
|
181
|
%
|
Joint Venture
|
|
Outlet Center Location
|
|
Ownership %
|
|
Square Feet
(in 000's)
|
|
Carrying Value of Investment (in millions)
|
||||
Columbus
|
|
Columbus, OH
|
|
50.0
|
%
|
|
—
|
|
|
$
|
21.1
|
|
National Harbor
|
|
National Harbor, MD
|
|
50.0
|
%
|
|
339
|
|
|
6.1
|
|
|
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
870
|
|
|
117.2
|
|
|
Savannah
(1)
|
|
Savannah, GA
|
|
50.0
|
%
|
|
377
|
|
|
44.4
|
|
|
Westgate
|
|
Glendale, AZ
|
|
58.0
|
%
|
|
411
|
|
|
12.3
|
|
|
|
|
|
|
|
|
|
|
$
|
201.1
|
|
||
|
|
|
|
|
|
|
|
|
||||
Charlotte
(2)
|
|
Charlotte, NC
|
|
50.0
|
%
|
|
398
|
|
|
$
|
(1.1
|
)
|
Galveston/Houston
(2)
|
|
Texas City, TX
|
|
50.0
|
%
|
|
353
|
|
|
(1.5
|
)
|
|
|
|
|
|
|
|
|
|
$
|
(2.6
|
)
|
(1)
|
Based on capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in the venture's cash flow to be greater than the ownership percentage indicated above, which in this case, states our legal interest in this venture. Our economic interest may fluctuate based on a number of factors, including mortgage financing, partnership capital contributions and distributions, and proceeds from asset sales.
|
(2)
|
The negative carrying value is due to the distributions of proceeds from mortgage loans, and quarterly distributions of excess cash flow exceeding the original contributions from the partners.
|
Joint Venture
|
|
Total Joint
Venture Debt |
|
Maturity Date
|
|
Interest Rate
|
|
Percent Guaranteed by the Company
|
|
Maximum Guaranteed Amount by the Company
|
|||||
Charlotte
|
|
$
|
90.0
|
|
|
November 2018
|
|
LIBOR + 1.45%
|
|
5.0
|
%
|
|
$
|
4.5
|
|
Galveston/Houston
|
|
65.0
|
|
|
July 2017
|
|
LIBOR + 1.50%
|
|
5.0
|
%
|
|
3.3
|
|
||
National Harbor
(1)
|
|
87.0
|
|
|
November 2019
|
|
LIBOR + 1.65%
|
|
10.0
|
%
|
|
8.7
|
|
||
RioCan Canada
|
|
11.3
|
|
|
May 2020
|
|
5.75%
|
|
25.7
|
%
|
|
2.9
|
|
||
Savannah
(2)
|
|
89.5
|
|
|
May 2017
|
|
LIBOR + 1.65%
|
|
16.8
|
%
|
|
15.0
|
|
||
Westgate
|
|
62.0
|
|
|
June 2017
|
|
LIBOR + 1.75%
|
|
—
|
%
|
|
—
|
|
||
|
|
$
|
404.8
|
|
|
|
|
|
|
|
|
$
|
34.4
|
|
(1)
|
100% completion guaranty; 10% principal guaranty.
|
(2)
|
100% completion guaranty; $15.0 million principal guaranty.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Fees:
|
|
|
|
|
|
|
||||||
Development and leasing
|
|
$
|
1,827
|
|
|
$
|
725
|
|
|
$
|
595
|
|
Loan guarantee
|
|
746
|
|
|
463
|
|
|
161
|
|
|||
Management and marketing
|
|
2,853
|
|
|
2,403
|
|
|
2,324
|
|
|||
Total Fees
|
|
$
|
5,426
|
|
|
$
|
3,591
|
|
|
$
|
3,080
|
|
•
|
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.
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Funds from Operations:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
222,168
|
|
|
$
|
78,152
|
|
|
$
|
113,321
|
|
Adjusted for:
|
|
|
|
|
|
|
||||||
Depreciation and amortization of real estate assets - consolidated
|
|
102,515
|
|
|
100,961
|
|
|
94,515
|
|
|||
Depreciation and amortization of real estate assets - unconsolidated joint ventures
|
|
20,053
|
|
|
12,212
|
|
|
12,419
|
|
|||
Gain on sale of assets and interests in unconsolidated entities
|
|
(120,447
|
)
|
|
(7,513
|
)
|
|
—
|
|
|||
Gain on previously held interest in acquired joint venture
|
|
—
|
|
|
—
|
|
|
(26,002
|
)
|
|||
Funds from operations
|
|
224,289
|
|
|
183,812
|
|
|
194,253
|
|
|||
FFO attributable to noncontrolling interests in other consolidated partnerships
|
|
268
|
|
|
(185
|
)
|
|
(202
|
)
|
|||
Allocation of FFO to participating securities
(1)
|
|
(2,408
|
)
|
|
(3,653
|
)
|
|
(2,025
|
)
|
|||
Funds from operations available to common shareholders and noncontrolling interests in Operating Partnership
|
|
$
|
222,149
|
|
|
$
|
179,974
|
|
|
$
|
192,026
|
|
Tanger Factory Outlet Centers, Inc.:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
(2) (3)
|
|
99,838
|
|
|
98,954
|
|
|
99,129
|
|
|||
Dilutive funds from operations per share
|
|
$
|
2.23
|
|
|
$
|
1.82
|
|
|
$
|
1.94
|
|
Tanger Properties Limited Partnership:
|
|
|
|
|
|
|
||||||
Weighted average Operating Partnership units outstanding
(2)
|
|
99,838
|
|
|
98,954
|
|
|
99,129
|
|
|||
Dilutive funds from operations per unit
|
|
$
|
2.23
|
|
|
$
|
1.82
|
|
|
$
|
1.94
|
|
(1)
|
Notional units granted in 2010 were converted into 933,769 restricted common shares in January 2014 and vested on December 31, 2014. The restricted common shares were considered participating securities through the vesting date.
|
(2)
|
Includes the dilutive effect of options, restricted common shares not considered participating securities, and notional units.
|
(3)
|
Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests 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.
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Adjusted Funds from Operations:
|
|
|
|
|
|
|
||||||
Funds from operations
|
|
$
|
224,289
|
|
|
$
|
183,812
|
|
|
$
|
194,253
|
|
Adjusted for non-core items:
|
|
|
|
|
|
|
||||||
Acquisition costs
|
|
—
|
|
|
7
|
|
|
1,203
|
|
|||
Abandoned pre-development costs
|
|
—
|
|
|
2,365
|
|
|
—
|
|
|||
Demolition costs
|
|
—
|
|
|
—
|
|
|
140
|
|
|||
Casualty gain
|
|
—
|
|
|
(486
|
)
|
|
—
|
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
13,140
|
|
|
—
|
|
|||
Reversal of share-based compensation expense
(1)
|
|
(731
|
)
|
|
—
|
|
|
—
|
|
|||
AFFO adjustments from unconsolidated joint ventures
(2)
|
|
—
|
|
|
237
|
|
|
(7,422
|
)
|
|||
Adjusted funds from operations (AFFO)
|
|
223,558
|
|
|
199,075
|
|
|
188,174
|
|
|||
AFFO attributable to noncontrolling interests in other consolidated partnerships
|
|
268
|
|
|
(185
|
)
|
|
(202
|
)
|
|||
Allocation of AFFO to participating securities
(3)
|
|
(2,400
|
)
|
|
(3,955
|
)
|
|
(1,958
|
)
|
|||
Adjusted funds from operations available to common shareholders and noncontrolling interest in Operating Partnership
|
|
$
|
221,426
|
|
|
$
|
194,935
|
|
|
$
|
186,014
|
|
Tanger Factory Outlet Centers, Inc.:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
(4)(5)
|
|
99,838
|
|
|
98,954
|
|
|
99,129
|
|
|||
Dilutive adjusted funds from operations per share
|
|
$
|
2.22
|
|
|
$
|
1.97
|
|
|
$
|
1.88
|
|
Tanger Properties Limited Partnership:
|
|
|
|
|
|
|
||||||
Weighted average Operating Partnership units outstanding
(4)
|
|
99,838
|
|
|
98,954
|
|
|
99,129
|
|
|||
Dilutive adjusted funds from operations per unit
|
|
$
|
2.22
|
|
|
$
|
1.97
|
|
|
$
|
1.88
|
|
(1)
|
Represents the reversal of certain share-based compensation awards previously recognized on awards not expected to vest due to the announcement of the Company’s Chief Financial Officer's pending retirement in May 2016.
|
(2)
|
Includes our share of acquisition costs, litigation settlement proceeds, abandoned development costs and gain on early extinguishment of debt from unconsolidated joint ventures. For the year ended December 31, 2013, includes a gain on early extinguishment of debt of $4.6 million and litigation settlement proceeds of $3.2 million.
|
(3)
|
Notional units granted in 2010 were converted into 933,769 restricted common shares in January 2014 and vested on December 31, 2014. The restricted common shares were considered participating securities through the vesting date.
|
(4)
|
Includes the dilutive effect of options, restricted shares not considered participating securities, notional units and exchangeable notes.
|
(5)
|
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.
|
(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 - Cash Basis: Foxwoods outlet center, which opened in May of 2015; Grand Rapids outlet center, which opened in July of 2015; Southaven outlet center, which opened in November 2015, Lincoln City outlet center, which was sold in December 2014; Kittery I & II, Tuscola and West Branch outlet centers, which were sold in September 2015; Barstow outlet center, which was sold in October 2015; and Fort Myers outlet center, which was sold in January 2016.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
||
Fair value of debt
|
|
$
|
1,615,833
|
|
|
$
|
1,493,519
|
|
Recorded value of debt
|
|
$
|
1,563,806
|
|
|
$
|
1,443,194
|
|
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, 2015
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, 2015
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
|
|
954,700
|
|
|
$
|
30.32
|
|
|
2,304,732
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
954,700
|
|
|
$
|
30.32
|
|
|
2,304,732
|
|
(1)
|
Includes (a) 318,400 common shares issuable upon the exercise of outstanding options (104,700 of which are vested and exercisable), (b) 329,700 restricted common shares that may be issued under the 2014 Outperformance Plan (the "2014 OPP") upon the satisfaction of certain conditions, and (c) 306,600 restricted common shares that may be issued under the 2015 Outperformance Plan (the "2015 OPP") upon the satisfaction of certain conditions. Because there is no exercise price associated with the 2014 and 2015 OPP awards, such restricted common shares are not included in the weighted average exercise price calculation.
|
(2)
|
Represents common shares available for issuance under the Amended and Restated Incentive Award Plan. Under the Amended and Restated Incentive Award Plan, the Company may award restricted common shares, restricted share units, performance awards, dividend equivalents, deferred shares, deferred share units, share payments profit interests, and share appreciation rights.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
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 Quarterly 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. (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, 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 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.)
|
|
|
|
4.1B
|
|
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.)
|
|
|
|
4.1C
|
|
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.)
|
|
|
|
4.1D
|
|
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.)
|
|
|
|
4.1E
|
|
Form of Ninth Supplemental Indenture (to Senior Indenture) dated November 21, 2014. (Incorporated by reference to exhibits to the Company's and Operating Partnership's Current Report on Form 8-K dated November 21, 2014.)
|
|
|
|
10.1 *
|
|
Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership (Amended and Restated as of April 4, 2014) (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, 2014.)
|
|
|
|
10.2 *
|
|
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.)
|
|
|
|
10.3 *
|
|
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.)
|
|
|
|
10.4 *
|
|
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.)
|
|
|
|
10.5 *
|
|
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.)
|
|
|
|
10.6 *
|
|
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.)
|
|
|
|
10.7 *
|
|
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.)
|
|
|
|
10.8 *
|
|
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.)
|
|
|
|
10.9 *
|
|
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.)
|
|
|
|
10.10 *
|
|
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.)
|
|
|
|
10.11 *
|
|
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.)
|
|
|
|
10.12 *
|
|
Employment Agreement for Charles A. Worsham, dated July 17, 2014. (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, 2014.)
|
|
|
|
10.13
|
|
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.)
|
|
|
|
10.13A
|
|
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.)
|
|
|
|
10.13B
|
|
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.)
|
|
|
|
10.13C
|
|
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.)
|
|
|
|
10.13D
|
|
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.)
|
|
|
|
10.13E
|
|
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.)
|
|
|
|
10.14
|
|
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.)
|
|
|
|
10.15
|
|
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.)
|
|
|
|
10.16
|
|
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.)
|
|
|
|
10.17
|
|
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.)
|
|
|
|
10.18
|
|
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.)
|
|
|
|
10.19 *
|
|
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.)
|
10.20 *
|
|
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.)
|
|
|
|
10.20A *
|
|
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.)
|
|
|
|
10.21 *
|
|
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.)
|
|
|
|
10.22 *
|
|
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.)
|
|
|
|
10.23 *
|
|
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.)
|
|
|
|
10.24 *
|
|
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.)
|
|
|
|
10.25*
|
|
Form of 2014 Outperformance Plan Notional Unit Award agreement. (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, 2014.)
|
|
|
|
10.26*
|
|
Form of 2015 Outperformance Plan Notional Unit Award agreement. (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, 2015.)
|
|
|
|
10.27 *
|
|
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.)
|
|
|
|
10.28
|
|
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.)
|
|
|
|
10.29
|
|
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. (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, 2013.)
|
|
|
|
10.30
|
|
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.)
|
|
|
|
10.31
|
|
Letter Agreements between the Company and Jack Africk dated February 6, 2014 and May 16, 2014. (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, 2014.)
|
|
|
|
10.32
|
|
Second Amended and Restated Credit Agreement, dated as of October 29, 2015 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 Thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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, Branch Banking and Trust Company, as Documentation Agent, PNC Bank, National Association as Document Agent, and Regions Bank as Managing Agent.
|
|
|
|
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, 2015, 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
|
|
February 23, 2016
|
|
|
|
|
|
/s/ Steven B. Tanger
|
|
|
|
|
Steven B. Tanger
|
|
Director, President and Chief Executive Officer (Principal Executive Officer)
|
|
February 23, 2016
|
|
|
|
|
|
/s/ Frank C. Marchisello Jr.
|
|
|
|
|
Frank C. Marchisello Jr.
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 23, 2016
|
|
|
|
|
|
/s/ James F. Williams
|
|
|
|
|
James F. Williams
|
|
Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
|
|
February 23, 2016
|
|
|
|
|
|
/s/ Jeffrey B. Citrin
|
|
|
|
|
Jeffrey B. Citrin
|
|
Director
|
|
February 23, 2016
|
|
|
|
|
|
/s/ David B. Henry
|
|
|
|
|
David B. Henry
|
|
Director
|
|
February 23, 2016
|
|
|
|
|
|
/s/ Thomas J. Reddin
|
|
|
|
|
Thomas J. Reddin
|
|
Director
|
|
February 23, 2016
|
|
|
|
|
|
/s/ Thomas E. Robinson
|
|
|
|
|
Thomas E. Robinson
|
|
Director
|
|
February 23, 2016
|
|
|
|
|
|
/s/ Bridget Ryan-Berman
|
|
|
|
|
Bridget Ryan-Berman
|
|
Director
|
|
February 23, 2016
|
|
|
|
|
|
/s/ Allan L. Schuman
|
|
|
|
|
Allan L. Schuman
|
|
Director
|
|
February 23, 2016
|
|
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)
|
|
February 23, 2016
|
|
|
|
|
|
/s/ Frank C. Marchisello Jr.
|
|
|
|
|
Frank C. Marchisello Jr.
|
|
Vice President and Treasurer (Principal Financial Officer)
|
|
February 23, 2016
|
|
|
|
|
|
/s/ James F. Williams
|
|
|
|
|
James F. Williams
|
|
Vice President and Assistant Treasurer (Principal Accounting Officer)
|
|
February 23, 2016
|
|
|
|
|
|
/s/ William G. Benton
|
|
|
|
|
William G. Benton
|
|
Trustee
|
|
February 23, 2016
|
|
|
|
|
|
/s/ Jeffrey B. Citrin
|
|
|
|
|
Jeffrey B. Citrin
|
|
Trustee
|
|
February 23, 2016
|
|
|
|
|
|
/s/ David B. Henry
|
|
|
|
|
David B. Henry
|
|
Trustee
|
|
February 23, 2016
|
|
|
|
|
|
/s/ Thomas J. Reddin
|
|
|
|
|
Thomas J. Reddin
|
|
Trustee
|
|
February 23, 2016
|
|
|
|
|
|
/s/ Thomas E. Robinson
|
|
|
|
|
Thomas E. Robinson
|
|
Trustee
|
|
February 23, 2016
|
|
|
|
|
|
/s/ Bridget M. Ryan-Berman
|
|
|
|
|
Bridget M. Ryan-Berman
|
|
Trustee
|
|
February 23, 2016
|
|
|
|
|
|
/s/ Allan L. Schuman
|
|
|
|
|
Allan L. Schuman
|
|
Trustee
|
|
February 23, 2016
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|
|
|
||
Rental property
|
|
|
|
|
||||
Land
|
|
$
|
240,267
|
|
|
$
|
217,994
|
|
Buildings, improvements and fixtures
|
|
2,249,417
|
|
|
1,947,083
|
|
||
Construction in progress
|
|
23,533
|
|
|
98,526
|
|
||
|
|
2,513,217
|
|
|
2,263,603
|
|
||
Accumulated depreciation
|
|
(748,341
|
)
|
|
(662,236
|
)
|
||
Total rental property, net
|
|
1,764,876
|
|
|
1,601,367
|
|
||
Cash and cash equivalents
|
|
21,558
|
|
|
16,875
|
|
||
Restricted cash
|
|
121,306
|
|
|
—
|
|
||
Rental property held for sale
|
|
—
|
|
|
46,005
|
|
||
Investments in unconsolidated joint ventures
|
|
201,083
|
|
|
208,050
|
|
||
Deferred lease costs and other intangibles, net
|
|
127,089
|
|
|
140,883
|
|
||
Deferred debt origination costs, net
|
|
11,882
|
|
|
12,126
|
|
||
Prepaids and other assets
|
|
78,913
|
|
|
72,354
|
|
||
Total assets
|
|
$
|
2,326,707
|
|
|
$
|
2,097,660
|
|
Liabilities and Equity
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Debt
|
|
|
|
|
||||
Senior, unsecured notes (net of discount of $5,747 and $6,426, respectively)
|
|
$
|
794,253
|
|
|
$
|
793,574
|
|
Unsecured term loans (net of discount of $81 and $241, respectively)
|
|
267,419
|
|
|
267,259
|
|
||
Mortgages payable (including premiums of $2,448 and $3,031, respectively)
|
|
311,834
|
|
|
271,361
|
|
||
Unsecured lines of credit
|
|
190,300
|
|
|
111,000
|
|
||
Total debt
|
|
1,563,806
|
|
|
1,443,194
|
|
||
Accounts payable and accrued expenses
|
|
97,396
|
|
|
69,558
|
|
||
Deferred financing obligation
|
|
28,388
|
|
|
28,388
|
|
||
Other liabilities
|
|
31,085
|
|
|
32,634
|
|
||
Total liabilities
|
|
1,720,675
|
|
|
1,573,774
|
|
||
Commitments and contingencies
|
|
—
|
|
|
—
|
|
||
Equity
|
|
|
|
|
||||
Tanger Factory Outlet Centers, Inc.
|
|
|
|
|
||||
Common shares, $.01 par value, 300,000,000 shares authorized, 95,880,825 and 95,509,781 shares issued and outstanding at December 31, 2015 and 2014, respectively
|
|
959
|
|
|
955
|
|
||
Paid in capital
|
|
806,379
|
|
|
791,566
|
|
||
Accumulated distributions in excess of net income
|
|
(195,486
|
)
|
|
(281,679
|
)
|
||
Accumulated other comprehensive loss
|
|
(36,715
|
)
|
|
(14,023
|
)
|
||
Equity attributable to Tanger Factory Outlet Centers, Inc.
|
|
575,137
|
|
|
496,819
|
|
||
Equity attributable to noncontrolling interests:
|
|
|
|
|
||||
Noncontrolling interests in Operating Partnership
|
|
30,309
|
|
|
26,417
|
|
||
Noncontrolling interests in other consolidated partnerships
|
|
586
|
|
|
650
|
|
||
Total equity
|
|
606,032
|
|
|
523,886
|
|
||
Total liabilities and equity
|
|
$
|
2,326,707
|
|
|
$
|
2,097,660
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|||
Base rentals
|
|
$
|
289,688
|
|
|
$
|
274,480
|
|
|
$
|
253,402
|
|
Percentage rentals
|
|
10,157
|
|
|
10,307
|
|
|
11,251
|
|
|||
Expense reimbursements
|
|
126,468
|
|
|
122,532
|
|
|
109,654
|
|
|||
Management, leasing and other services
|
|
5,426
|
|
|
3,591
|
|
|
3,080
|
|
|||
Other income
|
|
7,630
|
|
|
7,648
|
|
|
7,432
|
|
|||
Total revenues
|
|
439,369
|
|
|
418,558
|
|
|
384,819
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|||
Property operating
|
|
146,503
|
|
|
137,422
|
|
|
121,046
|
|
|||
General and administrative
|
|
44,469
|
|
|
44,469
|
|
|
39,119
|
|
|||
Acquisition costs
|
|
—
|
|
|
7
|
|
|
1,203
|
|
|||
Abandoned pre-development costs
|
|
—
|
|
|
2,365
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
103,936
|
|
|
102,432
|
|
|
95,746
|
|
|||
Total expenses
|
|
294,908
|
|
|
286,695
|
|
|
257,114
|
|
|||
Operating income
|
|
144,461
|
|
|
131,863
|
|
|
127,705
|
|
|||
Other income (expense)
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(54,188
|
)
|
|
(57,931
|
)
|
|
(51,616
|
)
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
(13,140
|
)
|
|
—
|
|
|||
Gain on sale of assets and interests in unconsolidated entities
|
|
120,447
|
|
|
7,513
|
|
|
—
|
|
|||
Gain on previously held interest in acquired joint venture
|
|
—
|
|
|
—
|
|
|
26,002
|
|
|||
Other nonoperating income (expense)
|
|
(36
|
)
|
|
794
|
|
|
190
|
|
|||
Income before equity in earnings of unconsolidated joint ventures
|
|
210,684
|
|
|
69,099
|
|
|
102,281
|
|
|||
Equity in earnings of unconsolidated joint ventures
|
|
11,484
|
|
|
9,053
|
|
|
11,040
|
|
|||
Net income
|
|
222,168
|
|
|
78,152
|
|
|
113,321
|
|
|||
Noncontrolling interests in Operating Partnership
|
|
(11,331
|
)
|
|
(4,037
|
)
|
|
(5,643
|
)
|
|||
Noncontrolling interests in other consolidated partnerships
|
|
363
|
|
|
(104
|
)
|
|
(121
|
)
|
|||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
211,200
|
|
|
$
|
74,011
|
|
|
$
|
107,557
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per common share
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
2.20
|
|
|
$
|
0.77
|
|
|
$
|
1.14
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
2.20
|
|
|
$
|
0.77
|
|
|
$
|
1.13
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
|
$
|
222,168
|
|
|
$
|
78,152
|
|
|
$
|
113,321
|
|
Other comprehensive loss
|
|
|
|
|
|
|
||||||
Reclassification adjustments for amounts recognized in net income
|
|
—
|
|
|
(741
|
)
|
|
(242
|
)
|
|||
Foreign currency translation adjustments
|
|
(23,200
|
)
|
|
(10,042
|
)
|
|
(4,968
|
)
|
|||
Change in fair value of cash flow hedges
|
|
(711
|
)
|
|
(1,287
|
)
|
|
1,382
|
|
|||
Other comprehensive loss
|
|
(23,911
|
)
|
|
(12,070
|
)
|
|
(3,828
|
)
|
|||
Comprehensive income
|
|
198,257
|
|
|
66,082
|
|
|
109,493
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(9,749
|
)
|
|
(3,666
|
)
|
|
(5,564
|
)
|
|||
Comprehensive income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
188,508
|
|
|
$
|
62,416
|
|
|
$
|
103,929
|
|
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
|
|
||||||||
Issuance 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 ($0.8850 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
|
|
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, 2013
|
|
$
|
945
|
|
$
|
788,984
|
|
$
|
(265,242
|
)
|
$
|
(2,428
|
)
|
$
|
522,259
|
|
$
|
28,432
|
|
$
|
6,904
|
|
$
|
557,595
|
|
Net income
|
|
—
|
|
—
|
|
74,011
|
|
—
|
|
74,011
|
|
4,037
|
|
104
|
|
78,152
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
—
|
|
(11,595
|
)
|
(11,595
|
)
|
(475
|
)
|
—
|
|
(12,070
|
)
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
15,459
|
|
—
|
|
—
|
|
15,459
|
|
—
|
|
—
|
|
15,459
|
|
||||||||
Issuance of 47,000 common shares upon exercise of options
|
|
—
|
|
903
|
|
—
|
|
—
|
|
903
|
|
—
|
|
—
|
|
903
|
|
||||||||
Issuance of 1,302,729 restricted common shares, net of forfeitures
|
|
13
|
|
(13
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Withholding of 412,239 common shares for employee income taxes
|
|
(4
|
)
|
(15,516
|
)
|
—
|
|
—
|
|
(15,520
|
)
|
—
|
|
—
|
|
(15,520
|
)
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
|
—
|
|
741
|
|
—
|
|
—
|
|
741
|
|
(741
|
)
|
—
|
|
—
|
|
||||||||
Adjustment for noncontrolling interests in other consolidated partnerships
|
|
—
|
|
1,009
|
|
—
|
|
—
|
|
1,009
|
|
—
|
|
(5
|
)
|
1,004
|
|
||||||||
Acquisition of noncontrolling interests in other consolidated partnerships
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(6,226
|
)
|
(6,226
|
)
|
||||||||
Exchange of 66,606 Operating Partnership units for 66,606 common shares
|
|
1
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Common dividends ($.9450 per share)
|
|
—
|
|
—
|
|
(90,448
|
)
|
—
|
|
(90,448
|
)
|
—
|
|
—
|
|
(90,448
|
)
|
||||||||
Distributions to noncontrolling interests in Operating Partnership
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,836
|
)
|
(127
|
)
|
(4,963
|
)
|
||||||||
Balance, December 31, 2014
|
|
$
|
955
|
|
$
|
791,566
|
|
$
|
(281,679
|
)
|
$
|
(14,023
|
)
|
$
|
496,819
|
|
$
|
26,417
|
|
$
|
650
|
|
$
|
523,886
|
|
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, 2014
|
|
$
|
955
|
|
$
|
791,566
|
|
$
|
(281,679
|
)
|
$
|
(14,023
|
)
|
$
|
496,819
|
|
$
|
26,417
|
|
$
|
650
|
|
$
|
523,886
|
|
Net income
|
|
—
|
|
—
|
|
211,200
|
|
—
|
|
211,200
|
|
11,331
|
|
(363
|
)
|
222,168
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
—
|
|
(22,692
|
)
|
(22,692
|
)
|
(1,219
|
)
|
—
|
|
(23,911
|
)
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
15,550
|
|
—
|
|
—
|
|
15,550
|
|
—
|
|
—
|
|
15,550
|
|
||||||||
Issuance of 28,400 common shares upon exercise of options
|
|
—
|
|
788
|
|
—
|
|
—
|
|
788
|
|
—
|
|
—
|
|
788
|
|
||||||||
Issuance of 348,844 restricted common shares, net of forfeitures
|
|
4
|
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Withholding of 31,863 common shares for employee income taxes
|
|
—
|
|
(1,125
|
)
|
—
|
|
—
|
|
(1,125
|
)
|
—
|
|
—
|
|
(1,125
|
)
|
||||||||
Contributions from noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
461
|
|
461
|
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
|
—
|
|
(402
|
)
|
—
|
|
—
|
|
(402
|
)
|
402
|
|
—
|
|
—
|
|
||||||||
Adjustment for noncontrolling interests in other consolidated partnerships
|
|
—
|
|
6
|
|
—
|
|
—
|
|
6
|
|
—
|
|
(6
|
)
|
—
|
|
||||||||
Exchange of 25,663 Operating Partnership units for 25,663 common shares
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Common dividends ($1.305 per share)
|
|
—
|
|
—
|
|
(125,007
|
)
|
—
|
|
(125,007
|
)
|
—
|
|
—
|
|
(125,007
|
)
|
||||||||
Distributions to noncontrolling interests in Operating Partnership
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(6,622
|
)
|
(156
|
)
|
(6,778
|
)
|
||||||||
Balance,
December 31, 2015
|
|
$
|
959
|
|
$
|
806,379
|
|
$
|
(195,486
|
)
|
$
|
(36,715
|
)
|
$
|
575,137
|
|
$
|
30,309
|
|
$
|
586
|
|
$
|
606,032
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
222,168
|
|
|
$
|
78,152
|
|
|
$
|
113,321
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
103,936
|
|
|
102,432
|
|
|
95,746
|
|
|||
Amortization of deferred financing costs
|
|
2,730
|
|
|
2,382
|
|
|
2,194
|
|
|||
Abandoned pre-development costs
|
|
—
|
|
|
2,365
|
|
|
—
|
|
|||
Casualty gain
|
|
—
|
|
|
(486
|
)
|
|
—
|
|
|||
Gain on sale of assets and interests in unconsolidated entities
|
|
(120,447
|
)
|
|
(7,513
|
)
|
|
—
|
|
|||
Gain on previously held interest in acquired joint venture
|
|
—
|
|
|
—
|
|
|
(26,002
|
)
|
|||
Equity in earnings of unconsolidated joint ventures
|
|
(11,484
|
)
|
|
(9,053
|
)
|
|
(11,040
|
)
|
|||
Share-based compensation expense
|
|
14,712
|
|
|
14,750
|
|
|
11,376
|
|
|||
Amortization of debt (premiums) and discounts, net
|
|
256
|
|
|
(601
|
)
|
|
(886
|
)
|
|||
Net amortization of market rent rate adjustments
|
|
2,461
|
|
|
3,209
|
|
|
1,141
|
|
|||
Straight-line rent adjustments
|
|
(6,347
|
)
|
|
(6,073
|
)
|
|
(5,529
|
)
|
|||
Payment of discount on extinguishment of debt
|
|
—
|
|
|
(913
|
)
|
|
—
|
|
|||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
12,137
|
|
|
9,586
|
|
|
5,853
|
|
|||
Changes in other asset and liabilities:
|
|
|
|
|
|
|
||||||
Other assets
|
|
(798
|
)
|
|
4,160
|
|
|
(7,676
|
)
|
|||
Accounts payable and accrued expenses
|
|
1,431
|
|
|
(3,626
|
)
|
|
8,988
|
|
|||
Net cash provided by operating activities
|
|
220,755
|
|
|
188,771
|
|
|
187,486
|
|
|||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|||
Additions to rental property
|
|
(238,706
|
)
|
|
(145,896
|
)
|
|
(47,436
|
)
|
|||
Acquisition of interest in unconsolidated joint venture, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(11,271
|
)
|
|||
Additions to investments in and notes receivable from unconsolidated joint ventures
|
|
(45,286
|
)
|
|
(142,268
|
)
|
|
(150,854
|
)
|
|||
Net proceeds on sale of assets and interests in unconsolidated entities
|
|
164,587
|
|
|
38,993
|
|
|
—
|
|
|||
Change in restricted cash
|
|
(121,306
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from insurance reimbursements
|
|
649
|
|
|
1,964
|
|
|
—
|
|
|||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
26,875
|
|
|
65,336
|
|
|
47,149
|
|
|||
Additions to non-real estate assets
|
|
(837
|
)
|
|
(1,053
|
)
|
|
(7,768
|
)
|
|||
Additions to deferred lease costs
|
|
(7,803
|
)
|
|
(5,664
|
)
|
|
(4,046
|
)
|
|||
Net cash used in investing activities
|
|
(221,827
|
)
|
|
(188,588
|
)
|
|
(174,226
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Cash dividends paid
|
|
(104,877
|
)
|
|
(90,448
|
)
|
|
(87,211
|
)
|
|||
Distributions to noncontrolling interests in Operating Partnership
|
|
(5,561
|
)
|
|
(4,836
|
)
|
|
(4,294
|
)
|
|||
Proceeds from debt issuances
|
|
627,839
|
|
|
931,608
|
|
|
785,803
|
|
|||
Repayments of debt
|
|
(507,483
|
)
|
|
(815,690
|
)
|
|
(697,377
|
)
|
|||
Employee income taxes paid related to shares withheld upon vesting of equity awards
|
|
(1,126
|
)
|
|
(15,520
|
)
|
|
—
|
|
|||
Acquisition of noncontrolling interests in other consolidated partnerships
|
|
—
|
|
|
—
|
|
|
(525
|
)
|
|||
Distributions to noncontrolling interests in other consolidated partnerships
|
|
(156
|
)
|
|
(127
|
)
|
|
(102
|
)
|
|||
Additions to deferred financing costs
|
|
(2,829
|
)
|
|
(3,913
|
)
|
|
(4,001
|
)
|
|||
Proceeds from exercise of options
|
|
788
|
|
|
903
|
|
|
635
|
|
|||
Contributions from noncontrolling interests
|
|
259
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
|
6,854
|
|
|
1,977
|
|
|
(7,072
|
)
|
|||
Effect of foreign currency rate changes on cash and cash equivalents
|
|
(1,099
|
)
|
|
(526
|
)
|
|
(1,282
|
)
|
|||
Net increase in cash and cash equivalents
|
|
4,683
|
|
|
1,634
|
|
|
4,906
|
|
|||
Cash and cash equivalents, beginning of year
|
|
16,875
|
|
|
15,241
|
|
|
10,335
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
21,558
|
|
|
$
|
16,875
|
|
|
$
|
15,241
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|
|
|
||
Rental property
|
|
|
|
|
||||
Land
|
|
$
|
240,267
|
|
|
$
|
217,994
|
|
Buildings, improvements and fixtures
|
|
2,249,417
|
|
|
1,947,083
|
|
||
Construction in progress
|
|
23,533
|
|
|
98,526
|
|
||
|
|
2,513,217
|
|
|
2,263,603
|
|
||
Accumulated depreciation
|
|
(748,341
|
)
|
|
(662,236
|
)
|
||
Total rental property, net
|
|
1,764,876
|
|
|
1,601,367
|
|
||
Cash and cash equivalents
|
|
21,552
|
|
|
15,806
|
|
||
Restricted cash
|
|
121,306
|
|
|
—
|
|
||
Rental property held for sale
|
|
—
|
|
|
46,005
|
|
||
Investments in unconsolidated joint ventures
|
|
201,083
|
|
|
208,050
|
|
||
Deferred lease costs and other intangibles, net
|
|
127,089
|
|
|
140,883
|
|
||
Deferred debt origination costs, net
|
|
11,882
|
|
|
12,126
|
|
||
Prepaids and other assets
|
|
78,248
|
|
|
71,848
|
|
||
Total assets
|
|
$
|
2,326,036
|
|
|
$
|
2,096,085
|
|
Liabilities and Equity
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Debt
|
|
|
|
|
||||
Senior, unsecured notes (net of discount of $5,747 and $6,426, respectively)
|
|
$
|
794,253
|
|
|
$
|
793,574
|
|
Unsecured term loans (net of discount of $81 and $241, respectively)
|
|
267,419
|
|
|
267,259
|
|
||
Mortgages payable (including premiums of $2,448 and $3,031, respectively)
|
|
311,834
|
|
|
271,361
|
|
||
Unsecured lines of credit
|
|
190,300
|
|
|
111,000
|
|
||
Total debt
|
|
1,563,806
|
|
|
1,443,194
|
|
||
Accounts payable and accrued expenses
|
|
96,725
|
|
|
67,983
|
|
||
Deferred financing obligation
|
|
28,388
|
|
|
28,388
|
|
||
Other liabilities
|
|
31,085
|
|
|
32,634
|
|
||
Total liabilities
|
|
1,720,004
|
|
|
1,572,199
|
|
||
Commitments and contingencies
|
|
—
|
|
|
—
|
|
||
Equity
|
|
|
|
|
||||
Partners' Equity
|
|
|
|
|
||||
General partner, 1,000,000 units outstanding at December 31, 2015 and 2014
|
|
5,726
|
|
|
4,828
|
|
||
Limited partners, 5,052,743 and 5,078,406 Class A units and 94,880,825 and 94,509,781 Class B units outstanding at December 31, 2015 and 2014, respectively
|
|
638,422
|
|
|
533,199
|
|
||
Accumulated other comprehensive loss
|
|
(38,702
|
)
|
|
(14,791
|
)
|
||
Total partners' equity
|
|
605,446
|
|
|
523,236
|
|
||
Noncontrolling interests in consolidated partnerships
|
|
586
|
|
|
650
|
|
||
Total equity
|
|
606,032
|
|
|
523,886
|
|
||
Total liabilities and equity
|
|
$
|
2,326,036
|
|
|
$
|
2,096,085
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|||
Base rentals
|
|
$
|
289,688
|
|
|
$
|
274,480
|
|
|
$
|
253,402
|
|
Percentage rentals
|
|
10,157
|
|
|
10,307
|
|
|
11,251
|
|
|||
Expense reimbursements
|
|
126,468
|
|
|
122,532
|
|
|
109,654
|
|
|||
Management, leasing and other services
|
|
5,426
|
|
|
3,591
|
|
|
3,080
|
|
|||
Other income
|
|
7,630
|
|
|
7,648
|
|
|
7,432
|
|
|||
Total revenues
|
|
439,369
|
|
|
418,558
|
|
|
384,819
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|||
Property operating
|
|
146,503
|
|
|
137,422
|
|
|
121,046
|
|
|||
General and administrative
|
|
44,469
|
|
|
44,469
|
|
|
39,119
|
|
|||
Acquisition costs
|
|
—
|
|
|
7
|
|
|
1,203
|
|
|||
Abandoned pre-development costs
|
|
—
|
|
|
2,365
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
103,936
|
|
|
102,432
|
|
|
95,746
|
|
|||
Total expenses
|
|
294,908
|
|
|
286,695
|
|
|
257,114
|
|
|||
Operating income
|
|
144,461
|
|
|
131,863
|
|
|
127,705
|
|
|||
Other income (expense)
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(54,188
|
)
|
|
(57,931
|
)
|
|
(51,616
|
)
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
(13,140
|
)
|
|
—
|
|
|||
Gain on sale of assets and interests in unconsolidated entities
|
|
120,447
|
|
|
7,513
|
|
|
—
|
|
|||
Gain on previously held interest in acquired joint venture
|
|
—
|
|
|
—
|
|
|
26,002
|
|
|||
Other nonoperating income (expense)
|
|
(36
|
)
|
|
794
|
|
|
190
|
|
|||
Income before equity in earnings of unconsolidated joint ventures
|
|
210,684
|
|
|
69,099
|
|
|
102,281
|
|
|||
Equity in earnings of unconsolidated joint ventures
|
|
11,484
|
|
|
9,053
|
|
|
11,040
|
|
|||
Net income
|
|
222,168
|
|
|
78,152
|
|
|
113,321
|
|
|||
Noncontrolling interests in consolidated partnerships
|
|
363
|
|
|
(104
|
)
|
|
(121
|
)
|
|||
Net income available to partners
|
|
222,531
|
|
|
78,048
|
|
|
113,200
|
|
|||
Net income available to limited partners
|
|
220,328
|
|
|
77,263
|
|
|
112,047
|
|
|||
Net income available to general partner
|
|
$
|
2,203
|
|
|
$
|
785
|
|
|
$
|
1,153
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per common unit
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
2.21
|
|
|
$
|
0.77
|
|
|
$
|
1.14
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common unit
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
2.20
|
|
|
$
|
0.77
|
|
|
$
|
1.13
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
|
$
|
222,168
|
|
|
$
|
78,152
|
|
|
$
|
113,321
|
|
Other comprehensive loss
|
|
|
|
|
|
|
||||||
Reclassification adjustments for amounts recognized in net income
|
|
—
|
|
|
(741
|
)
|
|
(242
|
)
|
|||
Foreign currency translation adjustments
|
|
(23,200
|
)
|
|
(10,042
|
)
|
|
(4,968
|
)
|
|||
Change in fair value of cash flow hedges
|
|
(711
|
)
|
|
(1,287
|
)
|
|
1,382
|
|
|||
Other comprehensive loss
|
|
(23,911
|
)
|
|
(12,070
|
)
|
|
(3,828
|
)
|
|||
Comprehensive income
|
|
198,257
|
|
|
66,082
|
|
|
109,493
|
|
|||
Comprehensive income attributable to noncontrolling interests in consolidated partnerships
|
|
363
|
|
|
(104
|
)
|
|
(121
|
)
|
|||
Comprehensive income attributable to the Operating Partnership
|
|
$
|
198,620
|
|
|
$
|
65,978
|
|
|
$
|
109,372
|
|
|
|
General partner
|
Limited partners
|
Accumulated other comprehensive income (loss)
|
Total partners' equity
|
Noncontrolling interests in consolidated partnerships
|
Total equity
|
||||||||||||
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
|
|
||||||
Issuance 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 ($0.8850 per common unit)
|
|
(885
|
)
|
(90,620
|
)
|
—
|
|
(91,505
|
)
|
—
|
|
(91,505
|
)
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(102
|
)
|
(102
|
)
|
||||||
Balance, December 31, 2013
|
|
$
|
4,988
|
|
$
|
548,424
|
|
$
|
(2,721
|
)
|
$
|
550,691
|
|
$
|
6,904
|
|
$
|
557,595
|
|
Net income
|
|
785
|
|
77,263
|
|
—
|
|
78,048
|
|
104
|
|
78,152
|
|
||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
(12,070
|
)
|
(12,070
|
)
|
—
|
|
(12,070
|
)
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
15,459
|
|
—
|
|
15,459
|
|
—
|
|
15,459
|
|
||||||
Issuance of 47,000 common units upon exercise of options
|
|
—
|
|
903
|
|
—
|
|
903
|
|
—
|
|
903
|
|
||||||
Issuance of 1,302,729 restricted common units, net of forfeitures
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Withholding of 412,239 common units for employee income taxes
|
|
—
|
|
(15,520
|
)
|
—
|
|
(15,520
|
)
|
—
|
|
(15,520
|
)
|
||||||
Adjustment for noncontrolling interests in other consolidated partnerships
|
|
—
|
|
1,009
|
|
—
|
|
1,009
|
|
(5
|
)
|
1,004
|
|
||||||
Acquisition of noncontrolling interests in consolidated partnerships
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(6,226
|
)
|
(6,226
|
)
|
||||||
Common distributions ($.9450 per common unit)
|
|
(945
|
)
|
(94,339
|
)
|
—
|
|
(95,284
|
)
|
—
|
|
(95,284
|
)
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(127
|
)
|
(127
|
)
|
||||||
Balance, December 31, 2014
|
|
$
|
4,828
|
|
$
|
533,199
|
|
$
|
(14,791
|
)
|
$
|
523,236
|
|
$
|
650
|
|
$
|
523,886
|
|
Net income
|
|
2,203
|
|
220,328
|
|
—
|
|
222,531
|
|
(363
|
)
|
222,168
|
|
||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
(23,911
|
)
|
(23,911
|
)
|
—
|
|
(23,911
|
)
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
15,550
|
|
—
|
|
15,550
|
|
—
|
|
15,550
|
|
||||||
Issuance of 28,400 common units upon exercise of options
|
|
—
|
|
788
|
|
—
|
|
788
|
|
—
|
|
788
|
|
||||||
Issuance of 348,844 restricted common units, net of forfeitures
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Withholding of 31,863 common units for employee income taxes
|
|
—
|
|
(1,125
|
)
|
—
|
|
(1,125
|
)
|
—
|
|
(1,125
|
)
|
||||||
Contributions from noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
461
|
|
461
|
|
||||||
Adjustment for noncontrolling interests in other consolidated partnerships
|
|
—
|
|
6
|
|
—
|
|
6
|
|
(6
|
)
|
—
|
|
||||||
Common distributions
($1.305 per common unit)
|
|
(1,305
|
)
|
(130,324
|
)
|
—
|
|
(131,629
|
)
|
—
|
|
(131,629
|
)
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(156
|
)
|
(156
|
)
|
||||||
Balance, December 31, 2015
|
|
$
|
5,726
|
|
$
|
638,422
|
|
$
|
(38,702
|
)
|
$
|
605,446
|
|
$
|
586
|
|
$
|
606,032
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
222,168
|
|
|
$
|
78,152
|
|
|
$
|
113,321
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
103,936
|
|
|
102,432
|
|
|
95,746
|
|
|||
Amortization of deferred financing costs
|
|
2,730
|
|
|
2,382
|
|
|
2,194
|
|
|||
Abandoned pre-development costs
|
|
—
|
|
|
2,365
|
|
|
—
|
|
|||
Casualty gain
|
|
—
|
|
|
(486
|
)
|
|
—
|
|
|||
Gain on sale of assets and interests in unconsolidated entities
|
|
(120,447
|
)
|
|
(7,513
|
)
|
|
—
|
|
|||
Gain on previously held interest in acquired joint venture
|
|
—
|
|
|
—
|
|
|
(26,002
|
)
|
|||
Equity in earnings of unconsolidated joint ventures
|
|
(11,484
|
)
|
|
(9,053
|
)
|
|
(11,040
|
)
|
|||
Equity-based compensation expense
|
|
14,712
|
|
|
14,750
|
|
|
11,376
|
|
|||
Amortization of debt (premiums) and discounts, net
|
|
256
|
|
|
(601
|
)
|
|
(886
|
)
|
|||
Net amortization of market rent rate adjustments
|
|
2,461
|
|
|
3,209
|
|
|
1,141
|
|
|||
Straight-line rent adjustments
|
|
(6,347
|
)
|
|
(6,073
|
)
|
|
(5,529
|
)
|
|||
Payment of discount on extinguishment of debt
|
|
—
|
|
|
(913
|
)
|
|
—
|
|
|||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
12,137
|
|
|
9,586
|
|
|
5,853
|
|
|||
Increases (decreases) due to changes in:
|
|
|
|
|
|
|
|
|
|
|||
Other assets
|
|
(639
|
)
|
|
4,417
|
|
|
(7,861
|
)
|
|||
Accounts payable and accrued expenses
|
|
2,335
|
|
|
(4,695
|
)
|
|
8,956
|
|
|||
Net cash provided by operating activities
|
|
221,818
|
|
|
187,959
|
|
|
187,269
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|
|||
Additions to rental property
|
|
(238,706
|
)
|
|
(145,896
|
)
|
|
(47,436
|
)
|
|||
Acquisition of interest in unconsolidated joint venture, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(11,271
|
)
|
|||
Additions to investments in and notes receivable from unconsolidated joint ventures
|
|
(45,286
|
)
|
|
(142,268
|
)
|
|
(150,854
|
)
|
|||
Net proceeds on sale of assets and interests in unconsolidated entities
|
|
164,587
|
|
|
38,993
|
|
|
—
|
|
|||
Change in restricted cash
|
|
(121,306
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from insurance reimbursements
|
|
649
|
|
|
1,964
|
|
|
—
|
|
|||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
26,875
|
|
|
65,336
|
|
|
47,149
|
|
|||
Additions to non-real estate assets
|
|
(837
|
)
|
|
(1,053
|
)
|
|
(7,768
|
)
|
|||
Additions to deferred lease costs
|
|
(7,803
|
)
|
|
(5,664
|
)
|
|
(4,046
|
)
|
|||
Net cash used in investing activities
|
|
(221,827
|
)
|
|
(188,588
|
)
|
|
(174,226
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Cash distributions paid
|
|
(110,438
|
)
|
|
(95,284
|
)
|
|
(91,505
|
)
|
|||
Proceeds from debt issuance
|
|
627,839
|
|
|
931,608
|
|
|
810,803
|
|
|||
Repayments of debt
|
|
(507,483
|
)
|
|
(815,690
|
)
|
|
(722,377
|
)
|
|||
Employee income taxes paid related to shares withheld upon vesting of equity awards
|
|
(1,126
|
)
|
|
(15,520
|
)
|
|
—
|
|
|||
Acquisition of noncontrolling interests in other consolidated partnerships
|
|
—
|
|
|
—
|
|
|
(525
|
)
|
|||
Distributions to noncontrolling interests in other consolidated partnerships
|
|
(156
|
)
|
|
(127
|
)
|
|
(102
|
)
|
|||
Additions to deferred financing costs
|
|
(2,829
|
)
|
|
(3,913
|
)
|
|
(4,001
|
)
|
|||
Proceeds from exercise of options
|
|
788
|
|
|
903
|
|
|
635
|
|
|||
Contributions from noncontrolling interests
|
|
259
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
|
6,854
|
|
|
1,977
|
|
|
(7,072
|
)
|
|||
Effect of foreign currency rate changes on cash and cash equivalents
|
|
(1,099
|
)
|
|
(526
|
)
|
|
(1,282
|
)
|
|||
Net increase in cash and cash equivalents
|
|
5,746
|
|
|
822
|
|
|
4,689
|
|
|||
Cash and cash equivalents, beginning of year
|
|
15,806
|
|
|
14,984
|
|
|
10,295
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
21,552
|
|
|
$
|
15,806
|
|
|
$
|
14,984
|
|
1.
|
Organization of the Company
|
2.
|
Summary of Significant Accounting Policies
|
Common dividends per share:
|
|
2015
|
|
2014
|
|
2013
|
||||||
Ordinary income
|
|
$
|
1.2850
|
|
|
$
|
0.7645
|
|
|
$
|
0.7894
|
|
Capital gain
|
|
0.0200
|
|
|
—
|
|
|
0.0115
|
|
|||
Return of capital
|
|
—
|
|
|
0.1805
|
|
|
0.0841
|
|
|||
|
|
$
|
1.3050
|
|
|
$
|
0.9450
|
|
|
$
|
0.8850
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income available to the Company's shareholders
|
|
$
|
211,200
|
|
|
$
|
74,011
|
|
|
$
|
107,557
|
|
Book/tax difference on:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
12,446
|
|
|
20,575
|
|
|
(10,697
|
)
|
|||
Sale of assets and interests in unconsolidated entities
|
|
(110,248
|
)
|
|
(9,524
|
)
|
|
(1,805
|
)
|
|||
Equity in earnings from unconsolidated joint ventures
|
|
6,772
|
|
|
12,910
|
|
|
5,601
|
|
|||
Share-based payment compensation
|
|
4,751
|
|
|
(37,193
|
)
|
|
(3,818
|
)
|
|||
Gain on previously held interest in acquired joint venture
|
|
—
|
|
|
—
|
|
|
(24,710
|
)
|
|||
Other differences
|
|
(2,831
|
)
|
|
1,205
|
|
|
(5,823
|
)
|
|||
Taxable income available to common shareholders
|
|
$
|
122,090
|
|
|
$
|
61,984
|
|
|
$
|
66,305
|
|
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
|
|
|
|
Properties
|
|
Locations
|
|
Date Sold
|
|
Square Feet
|
|
Net Sales Proceeds
|
|
Gain on Sale
|
|||||
2015 Dispositions:
|
|
|
|
|
|
|
|
|
|
|
|||||
Barstow
|
|
Barstow, CA
|
|
October 2015
|
|
171
|
|
|
$
|
105,793
|
|
|
$
|
86,506
|
|
Kittery I and II, Tuscola, and West Branch
|
|
Kittery, ME, Tuscola, IL, and West Branch, MI
|
|
September 2015
|
|
439
|
|
|
$
|
43,304
|
|
|
$
|
20,215
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2014 Dispositions:
|
|
|
|
|
|
|
|
|
|
|
|||||
Lincoln City
|
|
Lincoln City, OR
|
|
December 2014
|
|
270
|
|
|
$
|
38,993
|
|
|
$
|
7,513
|
|
|
|
2014
|
||
Rental property, net
|
|
$
|
43,532
|
|
Deferred lease costs and other intangibles, net
|
|
757
|
|
|
Prepaids and other assets
|
|
1,716
|
|
|
Rental property held for sale
|
|
$
|
46,005
|
|
Project
|
Approximate square feet
(in 000's) |
Costs Incurred to Date
(in millions) |
Borrowed to date
(in millions)
|
Projected Opening
|
||||
Daytona Beach
|
352
|
|
$
|
17.3
|
|
—
|
|
Holiday 2016
|
As of December 31, 2015
|
||||||||||||||||
Joint Venture
|
|
Outlet Center Location
|
|
Ownership %
|
|
Square Feet
(in 000's)
|
|
Carrying Value of Investment (in millions)
|
|
Total Joint Venture Debt
(in millions)
|
||||||
Columbus
|
|
Columbus, OH
|
|
50.0
|
%
|
|
—
|
|
|
$
|
21.1
|
|
|
$
|
—
|
|
National Harbor
|
|
National Harbor, MD
|
|
50.0
|
%
|
|
339
|
|
|
6.1
|
|
|
87.0
|
|
||
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
870
|
|
|
117.2
|
|
|
11.3
|
|
||
Savannah
(1)
|
|
Savannah, GA
|
|
50.0
|
%
|
|
377
|
|
|
44.4
|
|
|
89.5
|
|
||
Westgate
|
|
Glendale, AZ
|
|
58.0
|
%
|
|
411
|
|
|
12.3
|
|
|
62.0
|
|
||
|
|
|
|
|
|
|
|
$
|
201.1
|
|
|
$
|
249.8
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Charlotte
(2)
|
|
Charlotte, NC
|
|
50.0
|
%
|
|
398
|
|
|
$
|
(1.1
|
)
|
|
$
|
90.0
|
|
Galveston/Houston
(2)
|
|
Texas City, TX
|
|
50.0
|
%
|
|
353
|
|
|
(1.5
|
)
|
|
65.0
|
|
||
|
|
|
|
|
|
|
|
$
|
(2.6
|
)
|
|
$
|
155.0
|
|
As of December 31, 2014
|
||||||||||||||||
Joint Venture
|
|
Outlet Center Location
|
|
Ownership %
|
|
Square Feet
(in 000's)
|
|
Carrying Value of Investment (in millions)
|
|
Total Joint Venture Debt
(in millions)
|
||||||
Galveston/Houston
|
|
Texas City, TX
|
|
50.0
|
%
|
|
353
|
|
|
$
|
1.3
|
|
|
$
|
65.0
|
|
National Harbor
|
|
National Harbor, MD
|
|
50.0
|
%
|
|
339
|
|
|
9.5
|
|
|
83.7
|
|
||
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
870
|
|
|
132.5
|
|
|
15.7
|
|
||
Savannah
(1)
|
|
Savannah, GA
|
|
50.0
|
%
|
|
—
|
|
|
46.5
|
|
|
25.5
|
|
||
Westgate
|
|
Glendale, AZ
|
|
58.0
|
%
|
|
381
|
|
|
14.3
|
|
|
54.0
|
|
||
Wisconsin Dells
|
|
Wisconsin Dells, WI
|
|
50.0
|
%
|
|
265
|
|
|
2.4
|
|
|
24.3
|
|
||
Other
|
|
|
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
$
|
208.0
|
|
|
$
|
268.2
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Charlotte
(2)
|
|
Charlotte, NC
|
|
50.0
|
%
|
|
398
|
|
|
$
|
(2.2
|
)
|
|
$
|
90.0
|
|
|
|
|
|
|
|
|
|
$
|
(2.2
|
)
|
|
$
|
90.0
|
|
(1)
|
Based on capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in the venture's cash flow to be greater than indicated in the Tanger Ownership column, which states our legal interest in this venture. As of December 31, 2015, based upon the liquidation proceeds we would receive from a hypothetical liquidation of our investment based on depreciated book value, our estimated economic interest in the venture was approximately
98%
. Our economic interest may fluctuate based on a number of factors, including mortgage financing, partnership capital contributions and distributions, and proceeds from gains or losses of asset sales.
|
(2)
|
The negative carrying value is due to the distributions of proceeds from mortgage loans and quarterly distributions of excess cash flow exceeding the original contributions from the partners.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Fees:
|
|
|
|
|
|
|
||||||
Development and leasing
|
|
$
|
1,827
|
|
|
$
|
725
|
|
|
$
|
595
|
|
Loan guarantee
|
|
746
|
|
|
463
|
|
|
161
|
|
|||
Management and marketing
|
|
2,853
|
|
|
2,403
|
|
|
2,324
|
|
|||
Total Fees
|
|
$
|
5,426
|
|
|
$
|
3,591
|
|
|
$
|
3,080
|
|
Condensed Combined Balance Sheets - Unconsolidated Joint Ventures
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|
||||
Land
|
|
$
|
103,046
|
|
|
$
|
102,601
|
|
Buildings, improvements and fixtures
|
|
615,662
|
|
|
542,501
|
|
||
Construction in progress, including land under development
|
|
62,308
|
|
|
104,780
|
|
||
|
|
781,016
|
|
|
749,882
|
|
||
Accumulated depreciation
|
|
(60,629
|
)
|
|
(48,233
|
)
|
||
Total rental property, net
|
|
720,387
|
|
|
701,649
|
|
||
Cash and cash equivalents
|
|
28,723
|
|
|
46,917
|
|
||
Deferred lease costs, net
|
|
18,399
|
|
|
21,234
|
|
||
Deferred debt origination costs, net
|
|
3,909
|
|
|
5,995
|
|
||
Prepaids and other assets
|
|
14,455
|
|
|
12,766
|
|
||
Total assets
|
|
$
|
785,873
|
|
|
$
|
788,561
|
|
Liabilities and Owners' Equity
|
|
|
|
|
||||
Mortgages payable
|
|
$
|
404,844
|
|
|
$
|
358,219
|
|
Accounts payable and other liabilities
|
|
31,805
|
|
|
70,795
|
|
||
Total liabilities
|
|
436,649
|
|
|
429,014
|
|
||
Owners' equity
|
|
349,224
|
|
|
359,547
|
|
||
Total liabilities and owners' equity
|
|
$
|
785,873
|
|
|
$
|
788,561
|
|
Condensed Combined Statements of Operations- Unconsolidated Joint Ventures:
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
(1)
|
|
$
|
106,042
|
|
|
$
|
78,625
|
|
|
$
|
85,682
|
|
Expenses:
|
|
|
|
|
|
|
||||||
Property operating
|
|
40,639
|
|
|
30,986
|
|
|
31,610
|
|
|||
General and administrative
|
|
571
|
|
|
621
|
|
|
977
|
|
|||
Acquisition costs
|
|
—
|
|
|
—
|
|
|
477
|
|
|||
Abandoned development costs
|
|
—
|
|
|
472
|
|
|
153
|
|
|||
Depreciation and amortization
|
|
34,516
|
|
|
23,426
|
|
|
26,912
|
|
|||
Total expenses
|
|
75,726
|
|
|
55,505
|
|
|
60,129
|
|
|||
Operating income
|
|
30,316
|
|
|
23,120
|
|
|
25,553
|
|
|||
Gain on early extinguishment of debt
(2)
|
|
—
|
|
|
—
|
|
|
13,820
|
|
|||
Interest expense
|
|
(8,674
|
)
|
|
(5,459
|
)
|
|
(11,602
|
)
|
|||
Other nonoperating income
|
|
19
|
|
|
—
|
|
|
$
|
—
|
|
||
Net income
|
|
$
|
21,661
|
|
|
$
|
17,661
|
|
|
$
|
27,771
|
|
The Company and Operating Partnership's share of:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
11,484
|
|
|
$
|
9,053
|
|
|
$
|
11,040
|
|
Depreciation and asset impairments (real estate related)
(2)
|
|
20,052
|
|
|
12,212
|
|
|
12,419
|
|
(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)
|
Represents a gain on early extinguishment of debt that was recorded as part of the refinancing of the debt at Deer Park in August 2013 (See Note 3).
|
|
|
2015
|
|
2014
|
||||
Deferred lease costs
|
|
$
|
70,379
|
|
|
$
|
61,205
|
|
Intangible assets:
|
|
|
|
|
||||
Above market leases
|
|
43,340
|
|
|
44,144
|
|
||
Lease in place value
|
|
68,194
|
|
|
69,893
|
|
||
Tenant relationships
|
|
55,538
|
|
|
57,230
|
|
||
Other intangibles
|
|
42,614
|
|
|
42,789
|
|
||
|
|
280,065
|
|
|
275,261
|
|
||
Accumulated amortization
|
|
(152,976
|
)
|
|
(134,378
|
)
|
||
Deferred lease costs and other intangibles, net
|
|
$
|
127,089
|
|
|
$
|
140,883
|
|
Year
|
|
Above/below market leases, net
|
|
Deferred lease costs and other intangibles
|
||||
2016
|
|
$
|
2,142
|
|
|
$
|
9,652
|
|
2017
|
|
2,087
|
|
|
7,943
|
|
||
2018
|
|
1,926
|
|
|
7,022
|
|
||
2019
|
|
463
|
|
|
4,809
|
|
||
2020
|
|
113
|
|
|
4,079
|
|
||
Total
|
|
$
|
6,731
|
|
|
$
|
33,505
|
|
|
|
2015
|
|
2014
|
||||
Deferred debt origination costs
|
|
$
|
24,955
|
|
|
$
|
22,126
|
|
Accumulated amortization
|
|
(13,073
|
)
|
|
(10,000
|
)
|
||
Deferred debt origination costs, net
|
|
$
|
11,882
|
|
|
$
|
12,126
|
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
||
Unsecured lines of credit
|
|
$
|
190,300
|
|
|
$
|
111,000
|
|
Unsecured term loan
|
|
$
|
250,000
|
|
|
$
|
250,000
|
|
Ocean City mortgage
|
|
$
|
—
|
|
|
$
|
17,926
|
|
|
|
|
|
|
|
As of
|
|
As of
|
||||||||||||||
|
|
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||
|
|
Stated Interest Rate(s)
|
|
Maturity Date
|
|
Principal
|
|
Premium
(Discount)
|
|
Principal
|
|
Premium
(Discount)
|
||||||||||
Senior, unsecured notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Senior notes
|
|
6.125
|
%
|
|
June 2020
|
|
|
$
|
300,000
|
|
|
$
|
(1,071
|
)
|
|
$
|
300,000
|
|
|
$
|
(1,276
|
)
|
Senior notes
|
|
3.875
|
%
|
|
December 2023
|
|
|
250,000
|
|
|
(3,378
|
)
|
|
250,000
|
|
|
(3,732
|
)
|
||||
Senior notes
|
|
3.750
|
%
|
|
December 2024
|
|
|
250,000
|
|
|
(1,298
|
)
|
|
250,000
|
|
|
(1,418
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgages payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Atlantic City
(1)
|
|
5.14%-7.65%
|
|
|
November 2021- December 2026
|
|
|
43,312
|
|
|
3,293
|
|
|
45,997
|
|
|
3,694
|
|
||||
Deer Park
|
|
LIBOR + 1.50%
|
|
|
August 2018
|
|
|
150,000
|
|
|
(845
|
)
|
|
150,000
|
|
|
(1,161
|
)
|
||||
Foxwoods
|
|
LIBOR + 1.65%
|
|
|
December 2017
|
|
|
70,250
|
|
|
—
|
|
|
25,235
|
|
|
—
|
|
||||
Hershey
(1)
|
|
5.17%-8.00%
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,271
|
|
|
399
|
|
||||
Ocean City
(1)
|
|
5.24
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,827
|
|
|
99
|
|
||||
Southaven
|
|
LIBOR + 1.75%
|
|
|
April 2018
|
|
|
45,824
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Note payable
(1)
|
|
1.50
|
%
|
|
June 2016
|
|
|
10,000
|
|
|
(81
|
)
|
|
10,000
|
|
|
(241
|
)
|
||||
Unsecured term loan
|
|
LIBOR + 1.05%
|
|
|
February 2019
|
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
||||
Unsecured term note
|
|
LIBOR + 1.30%
|
|
|
August 2017
|
|
|
7,500
|
|
|
—
|
|
|
7,500
|
|
|
—
|
|
||||
Unsecured lines of credit
|
|
LIBOR + 0.90%
|
|
|
October 2019
|
|
|
190,300
|
|
|
—
|
|
|
111,000
|
|
|
—
|
|
||||
|
|
|
|
|
|
$
|
1,567,186
|
|
|
$
|
(3,380
|
)
|
|
$
|
1,446,830
|
|
|
$
|
(3,636
|
)
|
(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%
.
|
Calendar Year
|
|
Amount
|
||
2016
|
|
$
|
12,842
|
|
2017
|
|
80,758
|
|
|
2018
|
|
199,008
|
|
|
2019
|
|
443,669
|
|
|
2020
|
|
303,566
|
|
|
Thereafter
|
|
527,343
|
|
|
Subtotal
|
|
1,567,186
|
|
|
Net discount
|
|
(3,380
|
)
|
|
Total
|
|
$
|
1,563,806
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|||||||||
Effective Date
|
|
Maturity Date
|
|
Notional Amount
|
|
Bank Pay Rate
|
|
Company Fixed Pay Rate
|
|
2015
|
|
2014
|
|||||||
Assets (Liabilities):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
November 14, 2013
|
|
August 14, 2018
|
|
$
|
50,000
|
|
|
1 month LIBOR
|
|
1.3075
|
%
|
|
$
|
(212
|
)
|
|
$
|
26
|
|
November 14, 2013
|
|
August 14, 2018
|
|
50,000
|
|
|
1 month LIBOR
|
|
1.2970
|
%
|
|
(198
|
)
|
|
40
|
|
|||
November 14, 2013
|
|
August 14, 2018
|
|
50,000
|
|
|
1 month LIBOR
|
|
1.3025
|
%
|
|
(206
|
)
|
|
29
|
|
|||
Total
|
|
|
|
$
|
150,000
|
|
|
|
|
|
|
$
|
(616
|
)
|
|
$
|
95
|
|
|
|
Location of Reclassification from Accumulated Other Comprehensive Income Into Income
|
|
|
||||||||||
|
|
|
December 31,
|
|||||||||||
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||
Interest Rate Swaps (Effective Portion):
|
|
|
|
|
|
|
|
|
||||||
Amount of gain (loss) recognized in OCI on derivative
|
|
|
|
$
|
(711
|
)
|
|
$
|
(1,287
|
)
|
|
$
|
1,382
|
|
|
|
|
|
|
|
|
|
|
||||||
Treasury Rate Lock (Effective Portion):
|
|
|
|
|
|
|
|
|
||||||
Amount of gain reclassified from accumulated OCI into income
|
|
Interest Expense
|
|
$
|
—
|
|
|
$
|
741
|
|
|
$
|
371
|
|
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, 2015:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps (other liabilities)
|
|
$
|
(616
|
)
|
|
$
|
—
|
|
|
$
|
(616
|
)
|
|
$
|
—
|
|
Total liabilities
|
|
$
|
(616
|
)
|
|
$
|
—
|
|
|
$
|
(616
|
)
|
|
$
|
—
|
|
|
|
|
|
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, 2014:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps (prepaids and other assets)
|
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
95
|
|
|
$
|
—
|
|
Total assets
|
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
95
|
|
|
$
|
—
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Fair value of debt
|
|
$
|
1,615,833
|
|
|
$
|
1,493,519
|
|
Recorded value of debt
|
|
$
|
1,563,806
|
|
|
$
|
1,443,194
|
|
|
|
|
|
Limited Partnership Units
|
||||||||
|
|
General partnership units
|
|
Class A
|
|
Class B
|
|
Total
|
||||
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
|
|
|
—
|
|
Issuance 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
|
|
Units withheld for employee income taxes
|
|
—
|
|
|
—
|
|
|
(412,239
|
)
|
|
(412,239
|
)
|
Exchange of Class A limited partnership units
|
|
—
|
|
|
(66,606
|
)
|
|
66,606
|
|
|
—
|
|
Issuance of restricted units
|
|
—
|
|
|
—
|
|
|
1,302,729
|
|
|
1,302,729
|
|
Units issued upon exercise of options
|
|
—
|
|
|
—
|
|
|
47,000
|
|
|
47,000
|
|
Balance December 31, 2014
|
|
1,000,000
|
|
|
5,078,406
|
|
|
94,509,781
|
|
|
99,588,187
|
|
Units withheld for employee income taxes
|
|
—
|
|
|
—
|
|
|
(31,863
|
)
|
|
(31,863
|
)
|
Exchange of Class A limited partnership units
|
|
—
|
|
|
(25,663
|
)
|
|
25,663
|
|
|
—
|
|
Issuance of restricted units
|
|
—
|
|
|
—
|
|
|
348,844
|
|
|
348,844
|
|
Units issued upon exercise of options
|
|
—
|
|
|
—
|
|
|
28,400
|
|
|
28,400
|
|
Balance December 31, 2015
|
|
1,000,000
|
|
|
5,052,743
|
|
|
94,880,825
|
|
|
99,933,568
|
|
|
|
2015
|
|
2014
|
||||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
211,200
|
|
|
$
|
74,011
|
|
Increase (decreases) in Tanger Factory Outlet Centers, Inc. paid-in-capital adjustments to noncontrolling interests
(1)
|
|
(402
|
)
|
|
741
|
|
||
Changes from net income attributable to Tanger Factory Outlet Centers, Inc. and transfers from noncontrolling interest
|
|
$
|
210,798
|
|
|
$
|
74,752
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
211,200
|
|
|
$
|
74,011
|
|
|
$
|
107,557
|
|
Less allocation of earnings to participating securities
|
|
(2,408
|
)
|
|
(1,872
|
)
|
|
(1,126
|
)
|
|||
Net income available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
$
|
208,792
|
|
|
$
|
72,139
|
|
|
$
|
106,431
|
|
Denominator
|
|
|
|
|
|
|
||||||
Basic weighted average common shares
|
|
94,698
|
|
|
93,769
|
|
|
93,311
|
|
|||
Effect of notional units
|
|
—
|
|
|
—
|
|
|
849
|
|
|||
Effect of outstanding options and certain restricted common shares
|
|
61
|
|
|
70
|
|
|
87
|
|
|||
Diluted weighted average common shares
|
|
94,759
|
|
|
93,839
|
|
|
94,247
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings per common share:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
2.20
|
|
|
$
|
0.77
|
|
|
$
|
1.14
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
2.20
|
|
|
$
|
0.77
|
|
|
$
|
1.13
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Net income attributable to partners of the Operating Partnership
|
|
$
|
222,531
|
|
|
$
|
78,048
|
|
|
$
|
113,200
|
|
Allocation of earnings to participating securities
|
|
(2,413
|
)
|
|
(1,873
|
)
|
|
(1,129
|
)
|
|||
Net income available to common unitholders of the Operating Partnership
|
|
$
|
220,118
|
|
|
$
|
76,175
|
|
|
$
|
112,071
|
|
Denominator
|
|
|
|
|
|
|
||||||
Basic weighted average common units
|
|
99,777
|
|
|
98,883
|
|
|
98,193
|
|
|||
Effect of notional units
|
|
—
|
|
|
—
|
|
|
849
|
|
|||
Effect of outstanding options and certain restricted common units
|
|
61
|
|
|
70
|
|
|
87
|
|
|||
Diluted weighted average common units
|
|
99,838
|
|
|
98,953
|
|
|
99,129
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings per common unit:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
2.21
|
|
|
$
|
0.77
|
|
|
$
|
1.14
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common unit:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
2.20
|
|
|
$
|
0.77
|
|
|
$
|
1.13
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Restricted common shares
|
|
$
|
11,220
|
|
|
$
|
9,978
|
|
|
$
|
8,354
|
|
Notional unit performance awards
|
|
3,030
|
|
|
4,313
|
|
|
2,847
|
|
|||
Options
|
|
462
|
|
|
459
|
|
|
175
|
|
|||
Total share based compensation
|
|
$
|
14,712
|
|
|
$
|
14,750
|
|
|
$
|
11,376
|
|
Unvested Restricted Common Shares
|
|
Number of shares
|
|
Weighted average grant date fair value
|
|||
Outstanding at December 31, 2014
|
|
1,099,450
|
|
|
$
|
29.01
|
|
Granted
|
|
357,844
|
|
|
36.69
|
|
|
Vested
|
|
(371,299
|
)
|
|
28.12
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Outstanding at December 31, 2015
|
|
1,085,995
|
|
|
$
|
31.84
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
Exercise prices
|
|
Options
|
|
Weighted average exercise price
|
|
Weighted remaining contractual life in years
|
|
Options
|
|
Weighted average exercise price
|
||||||||
$
|
26.06
|
|
|
91,000
|
|
|
$
|
26.06
|
|
|
5.16
|
|
62,500
|
|
|
$
|
26.06
|
|
32.02
|
|
|
227,400
|
|
|
32.02
|
|
|
8.01
|
|
42,200
|
|
|
32.02
|
|
|||
|
|
318,400
|
|
|
$
|
30.32
|
|
|
7.19
|
|
104,700
|
|
|
$
|
28.46
|
|
Options
|
|
Shares
|
|
Weighted-average exercise price
|
|
Weighted-average remaining contractual life in years
|
|
Aggregate intrinsic value
|
|||||
Outstanding as of December 31, 2014
|
|
370,500
|
|
|
$
|
30.20
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(28,400
|
)
|
|
27.76
|
|
|
|
|
|
|||
Forfeited
|
|
(23,700
|
)
|
|
31.58
|
|
|
|
|
|
|||
Outstanding as of December 31, 2015
|
|
318,400
|
|
|
$
|
30.32
|
|
|
7.19
|
|
$
|
924
|
|
|
|
|
|
|
|
|
|
|
|||||
Vested and Expected to Vest as of
|
|
|
|
|
|
|
|
|
|||||
December 31, 2015
|
|
258,633
|
|
|
$
|
30.13
|
|
|
7.10
|
|
$
|
800
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable as of December 31, 2015
|
|
104,700
|
|
|
$
|
28.46
|
|
|
6.31
|
|
$
|
498
|
|
|
|
Tanger Factory Outlet Centers, Inc. Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive (Income) Loss
|
||||||||||||||||||||
|
|
Foreign Currency
|
|
Cash flow hedges
|
|
Total
|
|
Foreign Currency
|
|
Cash flow hedges
|
|
Total
|
||||||||||||
Balance December 31, 2012
|
|
$
|
(5
|
)
|
|
$
|
1,205
|
|
|
$
|
1,200
|
|
|
$
|
—
|
|
|
$
|
(93
|
)
|
|
$
|
(93
|
)
|
Amortization of cash flow hedges
|
|
—
|
|
|
(353
|
)
|
|
(353
|
)
|
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
||||||
Unrealized loss on foreign currency translation adjustments
|
|
(4,708
|
)
|
|
—
|
|
|
(4,708
|
)
|
|
(260
|
)
|
|
—
|
|
|
(260
|
)
|
||||||
Change in fair value of cash flow hedges
|
|
—
|
|
|
1,310
|
|
|
1,310
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Realized loss on foreign currency
|
|
123
|
|
|
—
|
|
|
123
|
|
|
6
|
|
|
72
|
|
|
78
|
|
||||||
Balance December 31, 2013
|
|
(4,590
|
)
|
|
2,162
|
|
|
(2,428
|
)
|
|
(254
|
)
|
|
(39
|
)
|
|
(293
|
)
|
||||||
Amortization of cash flow hedges
|
|
—
|
|
|
(852
|
)
|
|
(852
|
)
|
|
—
|
|
|
111
|
|
|
111
|
|
||||||
Unrealized loss on foreign currency translation adjustments
|
|
(9,523
|
)
|
|
—
|
|
|
(9,523
|
)
|
|
(519
|
)
|
|
—
|
|
|
(519
|
)
|
||||||
Change in fair value of cash flow hedges
|
|
—
|
|
|
(1,220
|
)
|
|
(1,220
|
)
|
|
—
|
|
|
(67
|
)
|
|
(67
|
)
|
||||||
Balance December 31, 2014
|
|
(14,113
|
)
|
|
90
|
|
|
(14,023
|
)
|
|
(773
|
)
|
|
5
|
|
|
(768
|
)
|
||||||
Unrealized loss on foreign currency translation adjustments
|
|
(22,017
|
)
|
|
—
|
|
|
(22,017
|
)
|
|
(1,183
|
)
|
|
—
|
|
|
(1,183
|
)
|
||||||
Change in fair value of cash flow hedges
|
|
—
|
|
|
(675
|
)
|
|
(675
|
)
|
|
—
|
|
|
(36
|
)
|
|
(36
|
)
|
||||||
Balance December 31, 2015
|
|
$
|
(36,130
|
)
|
|
$
|
(585
|
)
|
|
$
|
(36,715
|
)
|
|
$
|
(1,956
|
)
|
|
$
|
(31
|
)
|
|
$
|
(1,987
|
)
|
Details about Accumulated Other Comprehensive Income Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income
|
|
Affected Line Item in Statement of Operations
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
|
||||||
Amortization of cash flow hedges
|
|
$
|
—
|
|
|
$
|
(852
|
)
|
|
$
|
(353
|
)
|
|
Interest expense
|
Realized loss on foreign currency
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
123
|
|
|
Interest expense
|
|
|
Foreign Currency
|
|
Cash flow hedges
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
Balance December 31, 2012
|
|
$
|
(5
|
)
|
|
$
|
1,112
|
|
|
$
|
1,107
|
|
Amortization of cash flow hedges
|
|
—
|
|
|
(371
|
)
|
|
(371
|
)
|
|||
Unrealized loss 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
|
)
|
|||
Amortization of cash flow hedges
|
|
—
|
|
|
(741
|
)
|
|
(741
|
)
|
|||
Unrealized loss on foreign currency translation adjustments
|
|
(10,042
|
)
|
|
—
|
|
|
(10,042
|
)
|
|||
Change in fair value of cash flow hedges
|
|
—
|
|
|
(1,287
|
)
|
|
(1,287
|
)
|
|||
Balance December 31, 2014
|
|
(14,886
|
)
|
|
95
|
|
|
(14,791
|
)
|
|||
Unrealized loss on foreign currency translation adjustments
|
|
(23,200
|
)
|
|
—
|
|
|
(23,200
|
)
|
|||
Change in fair value of cash flow hedges
|
|
—
|
|
|
(711
|
)
|
|
(711
|
)
|
|||
Balance December 31, 2015
|
|
$
|
(38,086
|
)
|
|
$
|
(616
|
)
|
|
$
|
(38,702
|
)
|
Details about Accumulated Other Comprehensive Income Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income
|
|
Affected Line Item in Statement of Operations
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
|
||||||
Amortization of cash flow hedges
|
|
$
|
—
|
|
|
$
|
(741
|
)
|
|
$
|
(371
|
)
|
|
Interest expense
|
Realized loss on foreign currency
|
|
—
|
|
|
—
|
|
|
129
|
|
|
Interest expense
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Advertising and promotion
|
|
$
|
29,144
|
|
|
$
|
25,431
|
|
|
$
|
24,035
|
|
Common area maintenance
|
|
68,886
|
|
|
65,980
|
|
|
57,693
|
|
|||
Real estate taxes
|
|
26,168
|
|
|
25,644
|
|
|
21,976
|
|
|||
Other operating expenses
|
|
22,305
|
|
|
20,367
|
|
|
17,342
|
|
|||
|
|
$
|
146,503
|
|
|
$
|
137,422
|
|
|
$
|
121,046
|
|
2016
|
|
$
|
264,249
|
|
2017
|
|
240,284
|
|
|
2018
|
|
208,880
|
|
|
2019
|
|
174,269
|
|
|
2020
|
|
152,380
|
|
|
Thereafter
|
|
453,760
|
|
|
|
|
$
|
1,493,822
|
|
2016
|
|
$
|
5,982
|
|
2017
|
|
5,981
|
|
|
2018
|
|
5,667
|
|
|
2019
|
|
5,716
|
|
|
2020
|
|
5,720
|
|
|
Thereafter
|
|
294,851
|
|
|
|
|
$
|
323,917
|
|
|
|
Year Ended December 31, 2015
(1)
|
||||||||||||||
|
|
First Quarter
|
|
Second Quarter
(2)
|
|
Third Quarter
(3)
|
|
Fourth
Quarter
(4)
|
||||||||
Total revenues
|
|
$
|
105,926
|
|
|
$
|
107,736
|
|
|
$
|
112,906
|
|
|
$
|
112,801
|
|
Operating income
|
|
32,900
|
|
|
36,894
|
|
|
36,376
|
|
|
38,291
|
|
||||
Net income
|
|
36,386
|
|
|
25,359
|
|
|
46,460
|
|
|
113,963
|
|
||||
Income attributable to Tanger Factory Outlet Centers, Inc.
|
|
34,512
|
|
|
24,481
|
|
|
44,075
|
|
|
108,132
|
|
||||
Income available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
34,104
|
|
|
24,173
|
|
|
43,581
|
|
|
106,934
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.36
|
|
|
$
|
0.26
|
|
|
$
|
0.46
|
|
|
$
|
1.13
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.36
|
|
|
$
|
0.26
|
|
|
$
|
0.46
|
|
|
$
|
1.13
|
|
(1)
|
Quarterly amounts may not add to annual amounts due to the effect of rounding on a quarterly basis.
|
(2)
|
In the first quarter of 2015, net income includes a gain of
$13.7 million
, on the sale of our equity interest in the unconsolidated joint venture that owned the Wisconsin Dells outlet center.
|
(3)
|
In the third quarter of 2015, net income includes a gain of
$20.2 million
on the sale of our Kittery I and II, Tuscola, and West Branch outlet centers.
|
(4)
|
In the fourth quarter of 2015, net income includes a gain of
$86.5 million
on the sale of our Barstow outlet center.
|
|
|
Year Ended December 31, 2014
(1)
|
||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
(2)
|
||||||||
Total revenues
|
|
$
|
102,783
|
|
|
$
|
102,212
|
|
|
$
|
105,189
|
|
|
$
|
108,374
|
|
Operating income
|
|
28,368
|
|
|
32,625
|
|
|
35,283
|
|
|
35,587
|
|
||||
Net income
|
|
15,440
|
|
|
19,895
|
|
|
24,297
|
|
|
18,520
|
|
||||
Income attributable to Tanger Factory Outlet Centers, Inc.
|
|
14,616
|
|
|
18,850
|
|
|
23,003
|
|
|
17,542
|
|
||||
Income available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
14,187
|
|
|
18,369
|
|
|
22,522
|
|
|
17,061
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share :
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.15
|
|
|
$
|
0.20
|
|
|
$
|
0.24
|
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.15
|
|
|
$
|
0.20
|
|
|
$
|
0.24
|
|
|
$
|
0.18
|
|
(1)
|
Quarterly amounts may not add to annual amounts due to the effect of rounding on a quarterly basis.
|
(2)
|
For the fourth quarter, net income includes a
$7.5 million
gain on the sale of our Lincoln City outlet center and a
$13.1 million
loss on early extinguishment of debt related to the early redemption of senior notes due November 2015.
|
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, 2015 (in thousands)
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Description
|
|
|
|
Initial cost to Company
|
|
Costs Capitalized
Subsequent to Acquisition
(Improvements)
|
|
Gross Amount Carried at Close of Period
December 31, 2015
(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
|
|
$
|
46,606
|
|
|
$
|
—
|
|
$
|
125,988
|
|
|
$
|
—
|
|
$
|
3,127
|
|
|
$
|
—
|
|
$
|
129,115
|
|
$
|
129,115
|
|
|
$
|
20,322
|
|
|
2011
(3)
|
|
(2)
|
Blowing Rock
|
|
Blowing Rock, NC
|
|
—
|
|
|
1,963
|
|
9,424
|
|
|
—
|
|
8,150
|
|
|
1,963
|
|
17,574
|
|
19,537
|
|
|
8,887
|
|
|
1997
(3)
|
|
(2)
|
|||||||||
Branson
|
|
Branson, MO
|
|
—
|
|
|
4,407
|
|
25,040
|
|
|
396
|
|
21,271
|
|
|
4,803
|
|
46,311
|
|
51,114
|
|
|
27,199
|
|
|
1994
|
|
(2)
|
|||||||||
Charleston
|
|
Charleston, SC
|
|
—
|
|
|
10,353
|
|
48,877
|
|
|
—
|
|
13,039
|
|
|
10,353
|
|
61,916
|
|
72,269
|
|
|
23,692
|
|
|
2006
|
|
(2)
|
|||||||||
Commerce
|
|
Commerce, GA
|
|
—
|
|
|
1,262
|
|
14,046
|
|
|
707
|
|
33,901
|
|
|
1,969
|
|
47,947
|
|
49,916
|
|
|
28,803
|
|
|
1995
|
|
(2)
|
|||||||||
Daytona Beach
|
|
Daytona Beach, FL
|
|
—
|
|
|
—
|
|
16,699
|
|
|
—
|
|
—
|
|
|
—
|
|
16,699
|
|
16,699
|
|
|
—
|
|
|
(4)
|
|
(2)
|
|||||||||
Deer Park
|
|
Deer Park, NY
|
|
149,155
|
|
|
82,413
|
|
173,044
|
|
|
—
|
|
3,448
|
|
|
82,413
|
|
176,492
|
|
258,905
|
|
|
17,564
|
|
|
2013
(3)
|
|
(2)
|
|||||||||
Foley
|
|
Foley, AL
|
|
—
|
|
|
4,400
|
|
82,410
|
|
|
693
|
|
40,720
|
|
|
5,093
|
|
123,130
|
|
128,223
|
|
|
46,826
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Foxwoods
|
|
Mashantucket, CT
|
|
70,250
|
|
|
—
|
|
130,562
|
|
|
—
|
|
—
|
|
|
—
|
|
130,562
|
|
130,562
|
|
|
3,338
|
|
|
2015
|
|
(4)
|
|||||||||
Gonzales
|
|
Gonzales, LA
|
|
—
|
|
|
679
|
|
15,895
|
|
|
—
|
|
35,059
|
|
|
679
|
|
50,954
|
|
51,633
|
|
|
27,622
|
|
|
1992
|
|
(2)
|
|||||||||
Grand Rapids
|
|
Grand Rapids, MI
|
|
—
|
|
|
8,180
|
|
75,479
|
|
|
—
|
|
—
|
|
|
8,180
|
|
75,479
|
|
83,659
|
|
|
1,812
|
|
|
2015
|
|
(4)
|
|||||||||
Hershey
|
|
Hershey, PA
|
|
—
|
|
|
3,673
|
|
48,186
|
|
|
—
|
|
2,927
|
|
|
3,673
|
|
51,113
|
|
54,786
|
|
|
8,558
|
|
|
2011
(3)
|
|
(2)
|
|||||||||
Hilton Head I
|
|
Bluffton, SC
|
|
—
|
|
|
4,753
|
|
—
|
|
|
—
|
|
32,920
|
|
|
4,753
|
|
32,920
|
|
37,673
|
|
|
9,205
|
|
|
2011
|
|
(2)
|
|||||||||
Hilton Head II
|
|
Bluffton, SC
|
|
—
|
|
|
5,128
|
|
20,668
|
|
|
—
|
|
9,728
|
|
|
5,128
|
|
30,396
|
|
35,524
|
|
|
12,864
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Howell
|
|
Howell, MI
|
|
—
|
|
|
2,250
|
|
35,250
|
|
|
—
|
|
11,794
|
|
|
2,250
|
|
47,044
|
|
49,294
|
|
|
20,351
|
|
|
2002
(3)
|
|
(2)
|
|||||||||
Jeffersonville
|
|
Jeffersonville, OH
|
|
—
|
|
|
2,752
|
|
111,276
|
|
|
—
|
|
7,220
|
|
|
2,752
|
|
118,496
|
|
121,248
|
|
|
18,308
|
|
|
2011
(3)
|
|
(2)
|
|||||||||
Lancaster
|
|
Lancaster, PA
|
|
—
|
|
|
3,691
|
|
19,907
|
|
|
—
|
|
22,704
|
|
|
3,691
|
|
42,611
|
|
46,302
|
|
|
25,101
|
|
|
1994
(3)
|
|
(2)
|
|||||||||
Locust Grove
|
|
Locust Grove, GA
|
|
—
|
|
|
2,558
|
|
11,801
|
|
|
—
|
|
26,986
|
|
|
2,558
|
|
38,787
|
|
41,345
|
|
|
23,223
|
|
|
1994
|
|
(2)
|
|||||||||
Mebane
|
|
Mebane, NC
|
|
—
|
|
|
8,821
|
|
53,362
|
|
|
—
|
|
2,043
|
|
|
8,821
|
|
55,405
|
|
64,226
|
|
|
17,435
|
|
|
2010
|
|
(2)
|
|||||||||
Myrtle Beach Hwy 17
|
|
Myrtle Beach, SC
|
|
—
|
|
|
—
|
|
80,733
|
|
|
—
|
|
6,477
|
|
|
—
|
|
87,210
|
|
87,210
|
|
|
23,892
|
|
|
2009
(3)
|
|
(2)
|
|||||||||
Myrtle Beach Hwy 501
|
|
Myrtle Beach, SC
|
|
—
|
|
|
10,236
|
|
57,094
|
|
|
—
|
|
36,947
|
|
|
10,236
|
|
94,041
|
|
104,277
|
|
|
35,090
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Nags Head
|
|
Nags Head, NC
|
|
—
|
|
|
1,853
|
|
6,679
|
|
|
—
|
|
5,831
|
|
|
1,853
|
|
12,510
|
|
14,363
|
|
|
7,420
|
|
|
1997
(3)
|
|
(2)
|
|||||||||
Ocean City
|
|
Ocean City, MD
|
|
—
|
|
|
—
|
|
16,334
|
|
|
—
|
|
7,782
|
|
|
—
|
|
24,116
|
|
24,116
|
|
|
4,695
|
|
|
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, 2015 (in thousands)
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Description
|
|
|
|
Initial cost to Company
|
|
Costs Capitalized
Subsequent to Acquisition
(Improvements)
|
|
Gross Amount Carried at Close of Period
December 31, 2015
(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
|
|
26,379
|
|
|
7,243
|
|
59,976
|
|
67,219
|
|
|
21,138
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Pittsburgh
|
|
Pittsburgh, PA
|
|
—
|
|
|
5,528
|
|
91,288
|
|
|
3
|
|
12,938
|
|
|
5,531
|
|
104,226
|
|
109,757
|
|
|
39,319
|
|
|
2008
|
|
(2)
|
|||||||||
Rehoboth Beach
|
|
Rehoboth Beach, DE
|
|
—
|
|
|
20,600
|
|
74,209
|
|
|
1,875
|
|
35,241
|
|
|
22,475
|
|
109,450
|
|
131,925
|
|
|
40,018
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Riverhead
|
|
Riverhead, NY
|
|
—
|
|
|
—
|
|
36,374
|
|
|
6,152
|
|
107,799
|
|
|
6,152
|
|
144,173
|
|
150,325
|
|
|
79,440
|
|
|
1993
|
|
(2)
|
|||||||||
San Marcos
|
|
San Marcos, TX
|
|
—
|
|
|
1,801
|
|
9,440
|
|
|
1,548
|
|
55,813
|
|
|
3,349
|
|
65,253
|
|
68,602
|
|
|
37,551
|
|
|
1993
|
|
(2)
|
|||||||||
Sanibel
|
|
Fort Myers, FL
|
|
—
|
|
|
4,916
|
|
23,196
|
|
|
—
|
|
12,585
|
|
|
4,916
|
|
35,781
|
|
40,697
|
|
|
20,383
|
|
|
1998
(3)
|
|
(2)
|
|||||||||
Sevierville
|
|
Sevierville, TN
|
|
—
|
|
|
—
|
|
18,495
|
|
|
—
|
|
47,298
|
|
|
—
|
|
65,793
|
|
65,793
|
|
|
32,958
|
|
|
1997
(3)
|
|
(2)
|
|||||||||
Seymour
|
|
Seymour, IN
|
|
—
|
|
|
200
|
|
—
|
|
|
—
|
|
—
|
|
|
200
|
|
—
|
|
200
|
|
|
—
|
|
|
1994
|
|
(2)
|
|||||||||
Southaven
|
|
Southaven, MS
|
|
45,824
|
|
|
14,959
|
|
62,042
|
|
|
—
|
|
—
|
|
|
14,959
|
|
62,042
|
|
77,001
|
|
|
447
|
|
|
2015
|
|
(2)
|
|||||||||
Terrell
|
|
Terrell, TX
|
|
—
|
|
|
523
|
|
13,432
|
|
|
—
|
|
9,400
|
|
|
523
|
|
22,832
|
|
23,355
|
|
|
17,199
|
|
|
1994
|
|
(2)
|
|||||||||
Tilton
|
|
Tilton, NH
|
|
—
|
|
|
1,800
|
|
24,838
|
|
|
29
|
|
10,560
|
|
|
1,829
|
|
35,398
|
|
37,227
|
|
|
14,614
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Westbrook
|
|
Westbrook, CT
|
|
—
|
|
|
6,264
|
|
26,991
|
|
|
4,233
|
|
6,104
|
|
|
10,497
|
|
33,095
|
|
43,592
|
|
|
13,861
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Williamsburg
|
|
Williamsburg, IA
|
|
—
|
|
|
706
|
|
6,781
|
|
|
719
|
|
17,322
|
|
|
1,425
|
|
24,103
|
|
25,528
|
|
|
19,206
|
|
|
1991
|
|
(2)
|
|||||||||
|
|
|
|
$
|
311,835
|
|
|
$
|
223,569
|
|
$
|
1,599,437
|
|
|
$
|
16,698
|
|
$
|
673,513
|
|
|
$
|
240,267
|
|
$
|
2,272,950
|
|
$
|
2,513,217
|
|
|
$
|
748,341
|
|
|
|
|
|
(1)
|
Aggregate cost for federal income tax purposes is approximately
$2.6 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 lease term. Building, improvements & fixtures includes amounts included in construction in progress on the consolidated balance sheet.
|
(3)
|
Represents year acquired.
|
(4)
|
Under construction.
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance, beginning of year
|
|
$
|
2,263,603
|
|
|
$
|
2,249,819
|
|
|
$
|
1,947,352
|
|
Acquisitions
|
|
—
|
|
|
—
|
|
|
255,107
|
|
|||
Improvements
|
|
245,391
|
|
|
160,560
|
|
|
50,283
|
|
|||
Dispositions and reclasses to and from rental property held for sale
|
|
4,223
|
|
|
(146,776
|
)
|
|
(2,923
|
)
|
|||
Balance, end of year
|
|
$
|
2,513,217
|
|
|
$
|
2,263,603
|
|
|
$
|
2,249,819
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance, beginning of year
|
|
$
|
662,236
|
|
|
$
|
654,631
|
|
|
$
|
582,859
|
|
Depreciation for the period
|
|
85,872
|
|
|
80,057
|
|
|
74,695
|
|
|||
Dispositions and reclasses to and from rental property held for sale
|
|
233
|
|
|
(72,452
|
)
|
|
(2,923
|
)
|
|||
Balance, end of year
|
|
$
|
748,341
|
|
|
$
|
662,236
|
|
|
$
|
654,631
|
|
Section
|
|
Page
|
|
Article I. DEFINITIONS AND ACCOUNTING TERMS
|
1
|
|
|
1.01
|
Defined Terms.
|
1
|
|
1.02
|
Other Interpretive Provisions
|
26
|
|
1.03
|
Accounting Terms.
|
27
|
|
1.04
|
Rounding.
|
27
|
|
1.05
|
Exchange Rates; Currency Equivalents.
|
27
|
|
1.06
|
Times of Day
|
28
|
|
1.07
|
Letter of Credit Amounts.
|
28
|
|
Article II. the COMMITMENTS and Credit Extensions
|
28
|
|
|
2.01
|
Committed Loans.
|
28
|
|
2.02
|
Borrowings, Conversions and Continuations of Committed Loans.
|
28
|
|
2.03
|
Bid Loans.
|
30
|
|
2.04
|
Letters of Credit.
|
32
|
|
2.05
|
Swing Line Loans.
|
39
|
|
2.06
|
Prepayments
|
41
|
|
2.07
|
Termination or Reduction of Commitments.
|
42
|
|
2.08
|
Repayment of Loans.
|
43
|
|
2.09
|
Interest.
|
43
|
|
2.10
|
Fees.
|
44
|
|
2.11
|
Computation of Interest and Fees.
|
44
|
|
2.12
|
Evidence of Debt.
|
44
|
|
2.13
|
Payments Generally; Administrative Agent’s Clawback.
|
45
|
|
2.14
|
Sharing of Payments by Lenders.
|
46
|
|
2.15
|
Extension of Maturity Date.
|
47
|
|
2.16
|
Increase in Commitments.
|
48
|
|
2.17
|
Cash Collateral.
|
49
|
|
2.18
|
Defaulting Lenders.
|
49
|
|
Article III. TAXES, YIELD PROTECTION AND ILLEGALITY
|
51
|
|
|
3.01
|
Taxes.
|
51
|
|
3.02
|
Illegality.
|
55
|
|
3.03
|
Inability to Determine Rates.
|
56
|
|
3.04
|
Increased Costs; Reserves on Eurocurrency Rate Loans.
|
56
|
|
3.05
|
Compensation for Losses.
|
58
|
|
3.06
|
Mitigation Obligations; Replacement of Lenders.
|
58
|
|
3.07
|
Survival.
|
59
|
|
Article IV. CONDITIONS PRECEDENT TO Credit Extensions
|
59
|
|
|
4.01
|
Conditions of Initial Credit Extension.
|
59
|
|
4.02
|
Conditions to all Credit Extensions.
|
61
|
|
|
|
|
|
|
|
|
Section
|
|
Page
|
|
Article V. REPRESENTATIONS AND WARRANTIES
|
61
|
|
|
5.01
|
Existence, Qualification and Power.
|
61
|
|
5.02
|
Authorization; No Contravention.
|
61
|
|
5.03
|
Governmental Authorization; Other Consents.
|
62
|
|
5.04
|
Binding Effect.
|
62
|
|
5.05
|
Financial Statements; No Material Adverse Effect.
|
62
|
|
5.06
|
Litigation.
|
62
|
|
5.07
|
No Default.
|
63
|
|
5.08
|
Ownership of Property; Liens.
|
63
|
|
5.09
|
Environmental Compliance.
|
63
|
|
5.10
|
Insurance.
|
63
|
|
5.11
|
Taxes.
|
63
|
|
5.12
|
ERISA Compliance.
|
63
|
|
5.13
|
Subsidiaries; Equity Interests.
|
64
|
|
5.14
|
Margin Regulations; Investment Company Act.
|
64
|
|
5.15
|
Disclosure.
|
64
|
|
5.16
|
Compliance with Laws.
|
64
|
|
5.17
|
Taxpayer Identification Number; Other Identifying Information.
|
64
|
|
5.18
|
Intellectual Property; Licenses, Etc.
|
64
|
|
5.19
|
OFAC.
|
65
|
|
5.20
|
Anti-Corruption Laws.
|
65
|
|
5.21
|
Representations as to Foreign Obligors.
|
65
|
|
Article VI. AFFIRMATIVE COVENANTS
|
66
|
|
|
6.01
|
Financial Statements.
|
66
|
|
6.02
|
Certificates; Other Information.
|
67
|
|
6.03
|
Notices.
|
68
|
|
6.04
|
Payment of Obligations.
|
68
|
|
6.05
|
Preservation of Existence, Etc.
|
69
|
|
6.06
|
Maintenance of Properties.
|
69
|
|
6.07
|
Maintenance of Insurance.
|
69
|
|
6.08
|
Compliance with Laws.
|
69
|
|
6.09
|
Books and Records.
|
69
|
|
6.10
|
Inspection Rights.
|
69
|
|
6.11
|
Use of Proceeds.
|
69
|
|
6.12
|
Additional Guarantors.
|
70
|
|
6.13
|
Approvals and Authorizations.
|
70
|
|
6.14
|
REIT Status.
|
70
|
|
6.15
|
Environmental Matters.
|
70
|
|
6.16
|
Anti-Corruption Laws.
|
71
|
|
|
|
|
|
|
|
|
Section
|
|
Page
|
|
Article VII. NEGATIVE COVENANTS
|
72
|
|
|
7.01
|
Liens.
|
72
|
|
7.02
|
Investments.
|
72
|
|
7.03
|
Indebtedness.
|
72
|
|
7.04
|
Fundamental Changes.
|
72
|
|
7.05
|
Dispositions.
|
73
|
|
7.06
|
Anti-Terrorism/Anti-Corruption Laws.
|
73
|
|
7.07
|
Change in Nature of Business.
|
74
|
|
7.08
|
Transactions with Affiliates.
|
74
|
|
7.09
|
Burdensome Agreements.
|
74
|
|
7.10
|
Use of Proceeds.
|
74
|
|
7.11
|
Financial Covenants.
|
75
|
|
7.12
|
Organizational Documents; Ownership of Subsidiaries.
|
75
|
|
7.14
|
Sale Leasebacks.
|
75
|
|
7.15
|
Prepayments of Indebtedness.
|
75
|
|
7.16
|
Sanctions.
|
75
|
|
Article VIII. EVENTS OF DEFAULT AND REMEDIES
|
76
|
|
|
8.01
|
Events of Default.
|
76
|
|
8.02
|
Remedies Upon Event of Default.
|
77
|
|
8.03
|
Application of Funds.
|
78
|
|
Article IX. ADMINISTRATIVE AGENT
|
78
|
|
|
9.01
|
Appointment and Authority.
|
79
|
|
9.02
|
Rights as a Lender.
|
79
|
|
9.03
|
Exculpatory Provisions.
|
79
|
|
9.04
|
Reliance by Administrative Agent.
|
80
|
|
9.05
|
Delegation of Duties.
|
80
|
|
9.06
|
Resignation of Administrative Agent.
|
80
|
|
9.08
|
Non-Reliance on Administrative Agent and Other Lenders.
|
82
|
|
9.09
|
No Other Duties, Etc.
|
82
|
|
9.10
|
Administrative Agent May File Proofs of Claim.
|
82
|
|
9.11
|
Removal of Administrative Agent.
|
82
|
|
9.12
|
Guaranty Matters.
|
82
|
|
Article X. MISCELLANEOUS
|
83
|
|
|
10.01
|
Amendments, Etc.
|
83
|
|
10.02
|
Notices; Effectiveness; Electronic Communication.
|
84
|
|
10.03
|
No Waiver; Cumulative Remedies; Enforcement.
|
86
|
|
10.04
|
Expenses; Indemnity; Damage Waiver.
|
86
|
|
10.05
|
Payments Set Aside.
|
88
|
|
10.06
|
Successors and Assigns.
|
88
|
|
10.07
|
Treatment of Certain Information; Confidentiality.
|
92
|
|
10.08
|
Right of Setoff.
|
92
|
|
Section
|
|
Page
|
|
10.09
|
Interest Rate Limitation.
|
93
|
|
10.10
|
Counterparts; Integration; Effectiveness.
|
93
|
|
10.11
|
Survival of Representations and Warranties.
|
93
|
|
10.12
|
Severability.
|
93
|
|
10.13
|
Replacement of Lenders.
|
93
|
|
10.14
|
Governing Law; Jurisdiction; Etc.
|
94
|
|
10.15
|
Waiver of Jury Trial.
|
95
|
|
10.16
|
No Advisory or Fiduciary Responsibility.
|
95
|
|
10.17
|
Electronic Execution of Assignments and Certain Other Documents.
|
95
|
|
10.18
|
USA PATRIOT Act.
|
96
|
|
10.19
|
Time of the Essence.
|
96
|
|
10.20
|
Judgment Currency
|
96
|
|
10.21
|
Replaced Credit Facility.
|
96
|
|
10.22
|
Entire Agreement.
|
97
|
|
SIGNATURES
|
S-1
|
|
Pricing Level
|
Borrower Debt Rating
|
Eurocurrency Applicable Spread/ LC Fee %
|
Base Rate Applicable Spread
|
Facility Fee
|
|
|
|
|
|
1
|
>
A-/A3
|
0.850%
|
0.000%
|
0.125%
|
2
|
BBB+/Baa1
|
0.900%
|
0.000%
|
0.150%
|
3
|
BBB/Baa2
|
1.000%
|
0.000%
|
0.200%
|
4
|
BBB-/Baa3
|
1.200%
|
0.200%
|
0.250%
|
5
|
<BBB-/Baa3
|
1.550%
|
0.550%
|
0.300%
|
BORROWER
:
|
Tanger Properties Limited Partnership,
a North Carolina limited partnership
By: Tanger GP Trust, its sole general partner
By:
/s/ Frank C. Marchisello, Jr
Name: Frank C. Marchisello Jr.
Title: Vice President and Treasurer
|
Lender
|
Commitment
|
Applicable Percentage
|
|||
Bank of America, N.A.
|
|
$80,000,000.00
|
|
16.000000000
|
%
|
Wells Fargo Bank, National Association
|
|
$80,000,000.00
|
|
16.000000000
|
%
|
U.S. Bank, National Association
|
|
$80,000,000.00
|
|
16.000000000
|
%
|
Branch Banking and Trust Company
|
|
$60,000,000.00
|
|
12.000000000
|
%
|
PNC Bank, National Association
|
|
$60,000,000.00
|
|
12.000000000
|
%
|
SunTrust Bank
|
|
$60,000,000.00
|
|
12.000000000
|
%
|
Regions Bank
|
|
$45,000,000.00
|
|
9.000000000
|
%
|
The Bank of Nova Scotia
|
|
$35,000,000.00
|
|
7.000000000
|
%
|
Total
|
|
$500,000,000.00
|
|
100.000000000
|
%
|
BORROWER
:
|
Tanger Properties Limited Partnership,
a North Carolina limited partnership
By: Tanger GP Trust, its sole general partner
By: ________________________________
Name:
Title:
|
|
Bid Loans based on an Absolute Rate
|
Bid Loans based on Eurodollar Rate
|
|||
Bid Loan No.
|
Interest Period requested
|
Maximum principal amount requested
|
|
||
1
|
_______days/mos
|
$
|
|
||
2
|
_______days/mos
|
$
|
|
||
3
|
_______days/mos
|
$
|
|
BORROWER
:
|
Tanger Properties Limited Partnership,
a North Carolina limited partnership
By: Tanger GP Trust, its sole general partner
By: ________________________________
Name:
Title:
|
2.
|
In an aggregate amount not exceeding $
(with any sublimits set forth below).
|
3.
|
Comprised of:
|
Bid Loan No.
|
Interest Period offered
|
Bid Maximum
|
Absolute Rate Bid or Eurodollar Margin Bid
*
|
1
|
_______days/mos
|
$
|
(- +)
_______
%
|
2
|
_______days/mos
|
$
|
(- +)
_______
%
|
3
|
_______days/mos
|
$
|
(- +)
_______
%
|
Bid Loan No.
|
Principal Amount Accepted
|
|
$
|
|
$
|
|
$
|
BORROWER
:
|
Tanger Properties Limited Partnership,
a North Carolina limited partnership
By: Tanger GP Trust, its sole general partner
By: ________________________________
Name:
Title:
|
BORROWER
:
|
Tanger Properties Limited Partnership,
a North Carolina limited partnership
By: Tanger GP Trust, its sole general partner
By: ________________________________
Name:
Title:
|
BORROWER
:
|
Tanger Properties Limited Partnership,
a North Carolina limited partnership
By: Tanger GP Trust, its sole general partner
By: ________________________________
Name:
Title:
|
Date
|
Type of Loan Made
|
Currency and Amount of Loan Made
|
End of Interest Period
|
Amount of Principal or Interest Paid This Date
|
Outstanding Principal Balance This Date
|
Notation Made By
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BORROWER
:
|
Tanger Properties Limited Partnership,
a North Carolina limited partnership
By: Tanger GP Trust, its sole general partner
By: ________________________________
Name:
Title:
|
2.
|
Assignee
[s]
: ______________________________
|
4.
|
Administrative Agent
: Bank of America, N.A., as the administrative agent under the Credit Agreement
|
5.
|
Credit Agreement
: Second Amended and Restated Credit Agreement, dated as of ___________, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "
Agreement
;" the terms defined therein being used herein as therein defined), among Tanger Properties Limited Partnership (the "
Borrower
"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender
|
Assignor
[s]
|
Assignee
[s]
|
Facility
Assigned
|
Aggregate
Amount of
Commitment
/Loans
for all Lenders
|
Amount of
Commitment/Loans
Assigned
|
Percentage
Assigned of
Commitment/
Loans
|
CUSIP
Number
|
|
|
|
|
|
|
|
|
|
____________
|
$________________
|
$_________
|
____________%
|
|
|
|
____________
|
$________________
|
$_________
|
____________%
|
|
|
|
____________
|
$________________
|
$_________
|
____________%
|
|
[NAME OF LENDER]
|
|
By: _______________________
|
|
|
Name: ________________________
|
|
Title: ________________________
|
[NAME OF PARTICIPANT]
|
|
By: _______________________
|
|
|
Name: ________________________
|
|
Title: ________________________
|
[NAME OF PARTICIPANT]
|
|
By: _______________________
|
|
|
Name: ________________________
|
|
Title: ________________________
|
[NAME OF LENDER]
|
|
By: _______________________
|
|
|
Name: ________________________
|
|
Title: ________________________
|
|
Year ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before equity in earnings of unconsolidated joint ventures and noncontrolling interests
(1) (2) (3)
|
210,684
|
|
|
$
|
69,099
|
|
|
$
|
102,281
|
|
|
$
|
59,771
|
|
|
$
|
52,554
|
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributed income of unconsolidated joint ventures
|
12,137
|
|
|
9,586
|
|
|
5,853
|
|
|
1,005
|
|
|
499
|
|
|||||
Amortization of capitalized interest
|
635
|
|
|
517
|
|
|
513
|
|
|
509
|
|
|
507
|
|
|||||
Interest expense
|
54,188
|
|
|
57,931
|
|
|
51,616
|
|
|
49,814
|
|
|
45,382
|
|
|||||
Portion of rent expense - interest factor
|
2,261
|
|
|
2,119
|
|
|
2,078
|
|
|
1,908
|
|
|
1,938
|
|
|||||
Total earnings
|
279,905
|
|
|
139,252
|
|
|
162,341
|
|
|
113,007
|
|
|
100,880
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
54,188
|
|
|
57,931
|
|
|
51,616
|
|
|
49,814
|
|
|
45,382
|
|
|||||
Capitalized interest and capitalized amortization of debt issue costs
|
3,791
|
|
|
5,318
|
|
|
1,628
|
|
|
1,233
|
|
|
413
|
|
|||||
Portion of rent expense - interest factor
|
2,261
|
|
|
2,119
|
|
|
2,078
|
|
|
1,908
|
|
|
1,938
|
|
|||||
Total fixed charges
|
$
|
60,240
|
|
|
$
|
65,368
|
|
|
$
|
55,322
|
|
|
$
|
52,955
|
|
|
$
|
47,733
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
4.6
|
|
|
2.1
|
|
|
2.9
|
|
|
2.1
|
|
|
2.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before equity in earnings of unconsolidated joint ventures, noncontrolling interests
(1) (2) (3)
|
$
|
210,684
|
|
|
$
|
69,099
|
|
|
$
|
102,281
|
|
|
$
|
59,771
|
|
|
$
|
52,554
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributed income of unconsolidated joint ventures
|
12,137
|
|
|
9,586
|
|
|
5,853
|
|
|
1,005
|
|
|
499
|
|
|||||
Amortization of capitalized interest
|
635
|
|
|
517
|
|
|
513
|
|
|
509
|
|
|
507
|
|
|||||
Interest expense
|
54,188
|
|
|
57,931
|
|
|
51,616
|
|
|
49,814
|
|
|
45,382
|
|
|||||
Portion of rent expense - interest factor
|
2,261
|
|
|
2,119
|
|
|
2,078
|
|
|
1,908
|
|
|
1,938
|
|
|||||
Total Earnings
|
279,905
|
|
|
139,252
|
|
|
162,341
|
|
|
113,007
|
|
|
100,880
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges and preferred share dividends:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
54,188
|
|
|
57,931
|
|
|
51,616
|
|
|
49,814
|
|
|
45,382
|
|
|||||
Capitalized interest and capitalized amortization of debt issue costs
|
3,791
|
|
|
5,318
|
|
|
1,628
|
|
|
1,233
|
|
|
413
|
|
|||||
Portion of rent expense - interest factor
|
2,261
|
|
|
2,119
|
|
|
2,078
|
|
|
1,908
|
|
|
1,938
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total combined fixed charges and preferred share dividends
|
$
|
60,240
|
|
|
$
|
65,368
|
|
|
$
|
55,322
|
|
|
$
|
52,955
|
|
|
$
|
47,733
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to combined fixed charges and preferred share dividends
|
4.6
|
|
|
2.1
|
|
|
2.9
|
|
|
2.1
|
|
|
2.1
|
|
(1)
|
For the year ended December 31, 2015, income from continuing operations and net income include a gain of approximately
$120.4 million
on the sale of our equity interest in the Wisconsin Dells joint venture and on the sale of our Kittery I & II, Tuscola, West Branch and Barstow outlet centers.
|
(2)
|
Income before equity in earnings of unconsolidated joint ventures and noncontrolling interests for the period ended December 31, 2014 includes a $7.5 million gain on the sale of our Lincoln City outlet center and a
$13.1 million
loss on early extinguishment of debt related to the early redemption of senior notes due November 2015.
|
(3)
|
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.
|
|
Year ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before equity in earnings of unconsolidated joint ventures and noncontrolling interests
(1) (2) (3)
|
$
|
210,684
|
|
|
$
|
69,099
|
|
|
$
|
102,281
|
|
|
$
|
59,771
|
|
|
$
|
52,554
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributed income of unconsolidated joint ventures
|
12,137
|
|
|
9,586
|
|
|
5,853
|
|
|
1,005
|
|
|
499
|
|
|||||
Amortization of capitalized interest
|
635
|
|
|
517
|
|
|
513
|
|
|
509
|
|
|
507
|
|
|||||
Interest expense
|
54,188
|
|
|
57,931
|
|
|
51,616
|
|
|
49,814
|
|
|
45,382
|
|
|||||
Portion of rent expense - interest factor
|
2,261
|
|
|
2,119
|
|
|
2,078
|
|
|
1,908
|
|
|
1,938
|
|
|||||
Total earnings
|
279,905
|
|
|
139,252
|
|
|
162,341
|
|
|
113,007
|
|
|
100,880
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
54,188
|
|
|
57,931
|
|
|
51,616
|
|
|
49,814
|
|
|
45,382
|
|
|||||
Capitalized interest and capitalized amortization of debt issue costs
|
3,791
|
|
|
5,318
|
|
|
1,628
|
|
|
1,233
|
|
|
413
|
|
|||||
Portion of rent expense - interest factor
|
2,261
|
|
|
2,119
|
|
|
2,078
|
|
|
1,908
|
|
|
1,938
|
|
|||||
Total fixed charges
|
$
|
60,240
|
|
|
$
|
65,368
|
|
|
$
|
55,322
|
|
|
$
|
52,955
|
|
|
$
|
47,733
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
4.6
|
|
|
2.1
|
|
|
2.9
|
|
|
2.1
|
|
|
2.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before equity in earnings of unconsolidated joint ventures
(1) (2) (3)
|
$
|
210,684
|
|
|
$
|
69,099
|
|
|
$
|
102,281
|
|
|
$
|
59,771
|
|
|
$
|
52,554
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributed income of unconsolidated joint ventures
|
12,137
|
|
|
9,586
|
|
|
5,853
|
|
|
1,005
|
|
|
499
|
|
|||||
Amortization of capitalized interest
|
635
|
|
|
517
|
|
|
513
|
|
|
509
|
|
|
507
|
|
|||||
Interest expense
|
54,188
|
|
|
57,931
|
|
|
51,616
|
|
|
49,814
|
|
|
45,382
|
|
|||||
Portion of rent expense - interest factor
|
2,261
|
|
|
2,119
|
|
|
2,078
|
|
|
1,908
|
|
|
1,938
|
|
|||||
Total earnings
|
279,905
|
|
|
139,252
|
|
|
162,341
|
|
|
113,007
|
|
|
100,880
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges and preferred unit distributions:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
54,188
|
|
|
57,931
|
|
|
51,616
|
|
|
49,814
|
|
|
45,382
|
|
|||||
Capitalized interest and capitalized amortization of debt issue costs
|
3,791
|
|
|
5,318
|
|
|
1,628
|
|
|
1,233
|
|
|
413
|
|
|||||
Portion of rent expense - interest factor
|
2,261
|
|
|
2,119
|
|
|
2,078
|
|
|
1,908
|
|
|
1,938
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total combined fixed charges and preferred unit distributions
|
$
|
60,240
|
|
|
$
|
65,368
|
|
|
$
|
55,322
|
|
|
$
|
52,955
|
|
|
$
|
47,733
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to combined fixed charges and preferred unit distributions
|
4.6
|
|
|
2.1
|
|
|
2.9
|
|
|
2.1
|
|
|
2.1
|
|
(1)
|
For the year ended December 31, 2015, income from continuing operations and net income include a gain of approximately
$120.4 million
on the sale of our equity interest in the Wisconsin Dells joint venture and on the sale of our Kittery I & II, Tuscola, West Branch and Barstow outlet centers.
|
(2)
|
Income before equity in earnings of unconsolidated joint ventures and noncontrolling interests for the period ended December 31, 2014 includes a $7.5 million gain on the sale of our Lincoln City outlet center and a
$13.1 million
loss on early extinguishment of debt related to the early redemption of senior notes due November 2015.
|
(3)
|
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.
|
1.
|
I have reviewed this
annual
report on Form
10-K
of Tanger Factory Outlet Centers, Inc. for the
year ended
December 31, 2015
;
|
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, 2015
;
|
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, 2015;
|
||
|
|
||
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:
|
February 23, 2016
|
||
|
|||
/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, 2015;
|
||
|
|
||
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:
|
February 23, 2016
|
||
|
|||
/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:
|
February 23, 2016
|
/s/ Steven B. Tanger
|
|
|
Steven B. Tanger
President and Chief Executive Officer
Tanger Factory Outlet Centers, Inc.
|
Date:
|
February 23, 2016
|
/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, 2015
(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:
|
February 23, 2016
|
/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, 2015
(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:
|
February 23, 2016
|
/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)
|