|
x
|
QUARTERLY 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, Greensboro, NC 27408
|
|
(Address of principal executive offices)
|
|
|
|
(336) 292-3010
|
|
(Registrant's telephone number, including area code)
|
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
|
Tanger Factory Outlet Centers, Inc.
|
|
|
|
|
||
x
Large accelerated filer
|
|
o
Accelerated filer
|
|
o
Non-accelerated filer
|
|
o
Smaller reporting company
|
Tanger Properties Limited Partnership
|
|
|
|
|
||
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.
|
|
Page Number
|
Part I. Financial Information
|
|
Item 1.
|
|
FINANCIAL STATEMENTS OF TANGER FACTORY OUTLET CENTERS, INC.
(Unaudited)
|
|
Consolidated Balance Sheets - as of March 31, 2016 and December 31, 2015
|
|
Consolidated Statements of Operations - for the three months ended March 31, 2016 and 2015
|
|
Consolidated Statements of Comprehensive Income - for the three months ended March 31, 2016 and 2015
|
|
Consolidated Statements of Shareholders' Equity - for the three months ended March 31, 2016 and 2015
|
|
Consolidated Statements of Cash Flows - for the for the three months ended March 31, 2016 and 2015
|
|
|
|
FINANCIAL STATEMENTS OF TANGER PROPERTIES LIMITED PARTNERSHIP
(Unaudited)
|
|
Consolidated Balance Sheets - as of March 31, 2016 and December 31, 2015
|
|
Consolidated Statements of Operations - for the three months ended March 31, 2016 and 2015
|
|
Consolidated Statements of Comprehensive Income - for the three months ended March 31, 2016 and 2015
|
|
Consolidated Statements of Equity - for the three months ended March 31, 2016 and 2015
|
|
Consolidated Statements of Cash Flows - for the for the three months ended March 31, 2016 and 2015
|
|
|
|
Notes to Consolidated Financial Statements of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership
|
|
|
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
Item 3. Quantitative and Qualitative Disclosures about Market Risk
|
|
|
|
Item 4. Controls and Procedures (Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership)
|
|
|
|
Part II. Other Information
|
|
|
|
Item 1. Legal Proceedings
|
|
|
|
Item 1A. Risk Factors
|
|
|
|
Item 4. Mine Safety Disclosure
|
|
|
|
Item 6. Exhibits
|
|
|
|
Signatures
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
|
|
|
||
Rental property
|
|
|
|
|
|
|
||
Land
|
|
$
|
235,622
|
|
|
$
|
240,267
|
|
Buildings, improvements and fixtures
|
|
2,219,955
|
|
|
2,249,417
|
|
||
Construction in progress
|
|
42,287
|
|
|
23,533
|
|
||
|
|
2,497,864
|
|
|
2,513,217
|
|
||
Accumulated depreciation
|
|
(749,325
|
)
|
|
(748,341
|
)
|
||
Total rental property, net
|
|
1,748,539
|
|
|
1,764,876
|
|
||
Cash and cash equivalents
|
|
18,877
|
|
|
21,558
|
|
||
Restricted cash
|
|
—
|
|
|
121,306
|
|
||
Investments in unconsolidated joint ventures
|
|
218,732
|
|
|
201,083
|
|
||
Deferred lease costs and other intangibles, net
|
|
123,404
|
|
|
127,089
|
|
||
Prepaids and other assets
|
|
81,054
|
|
|
78,913
|
|
||
Total assets
|
|
$
|
2,190,606
|
|
|
$
|
2,314,825
|
|
Liabilities and Equity
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||
Debt
|
|
|
|
|
|
|
||
Senior, unsecured notes, net
|
|
$
|
789,635
|
|
|
$
|
789,285
|
|
Unsecured term loans, net
|
|
258,540
|
|
|
265,832
|
|
||
Mortgages payable, net
|
|
167,603
|
|
|
310,587
|
|
||
Unsecured lines of credit, net
|
|
259,890
|
|
|
186,220
|
|
||
Total debt
|
|
1,475,668
|
|
|
1,551,924
|
|
||
Accounts payable and accrued expenses
|
|
67,608
|
|
|
97,396
|
|
||
Deferred financing obligation
|
|
—
|
|
|
28,388
|
|
||
Other liabilities
|
|
31,758
|
|
|
31,085
|
|
||
Total liabilities
|
|
1,575,034
|
|
|
1,708,793
|
|
||
Commitments and contingencies
|
|
—
|
|
|
—
|
|
||
Equity
|
|
|
|
|
|
|
||
Tanger Factory Outlet Centers, Inc.
|
|
|
|
|
|
|
||
Common shares, $.01 par value, 300,000,000 shares authorized, 96,126,507 and 95,880,825 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively
|
|
961
|
|
|
959
|
|
||
Paid in capital
|
|
808,779
|
|
|
806,379
|
|
||
Accumulated distributions in excess of net income
|
|
(195,654
|
)
|
|
(195,486
|
)
|
||
Accumulated other comprehensive loss
|
|
(29,814
|
)
|
|
(36,715
|
)
|
||
Equity attributable to Tanger Factory Outlet Centers, Inc.
|
|
584,272
|
|
|
575,137
|
|
||
Equity attributable to noncontrolling interests
|
|
|
|
|
||||
Noncontrolling interests in Operating Partnership
|
|
30,711
|
|
|
30,309
|
|
||
Noncontrolling interests in other consolidated partnerships
|
|
589
|
|
|
586
|
|
||
Total equity
|
|
615,572
|
|
|
606,032
|
|
||
Total liabilities and equity
|
|
$
|
2,190,606
|
|
|
$
|
2,314,825
|
|
|
|
Three months ended March 31,
|
|
||||||
|
|
2016
|
|
2015
|
|
||||
Revenues
|
|
|
|
|
|
||||
Base rentals
|
|
$
|
72,623
|
|
|
$
|
67,629
|
|
|
Percentage rentals
|
|
2,150
|
|
|
2,229
|
|
|
||
Expense reimbursements
|
|
33,242
|
|
|
33,364
|
|
|
||
Management, leasing and other services
|
|
1,121
|
|
|
1,283
|
|
|
||
Other income
|
|
1,669
|
|
|
1,421
|
|
|
||
Total revenues
|
|
110,805
|
|
|
105,926
|
|
|
||
Expenses
|
|
|
|
|
|
|
|||
Property operating
|
|
37,874
|
|
|
37,732
|
|
|
||
General and administrative
|
|
11,565
|
|
|
11,305
|
|
|
||
Depreciation and amortization
|
|
26,567
|
|
|
23,989
|
|
|
||
Total expenses
|
|
76,006
|
|
|
73,026
|
|
|
||
Operating income
|
|
34,799
|
|
|
32,900
|
|
|
||
Other income/(expense)
|
|
|
|
|
|
||||
Interest expense
|
|
(14,884
|
)
|
|
(13,089
|
)
|
|
||
Gain on sale of assets and interests in unconsolidated joint ventures
|
|
4,887
|
|
|
13,726
|
|
|
||
Other nonoperating income
|
|
316
|
|
|
306
|
|
|
||
Income before equity in earnings of unconsolidated joint ventures
|
|
25,118
|
|
|
33,843
|
|
|
||
Equity in earnings of unconsolidated joint ventures
|
|
3,499
|
|
|
2,543
|
|
|
||
Net income
|
|
28,617
|
|
|
36,386
|
|
|
||
Noncontrolling interests in Operating Partnership
|
|
(1,444
|
)
|
|
(1,855
|
)
|
|
||
Noncontrolling interests in other consolidated partnerships
|
|
(23
|
)
|
|
(19
|
)
|
|
||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
27,150
|
|
|
$
|
34,512
|
|
|
|
|
|
|
|
|
||||
Basic earnings per common share
|
|
|
|
|
|
||||
Net income
|
|
$
|
0.28
|
|
|
$
|
0.36
|
|
|
Diluted earnings per common share
|
|
|
|
|
|
||||
Net income
|
|
$
|
0.28
|
|
|
$
|
0.36
|
|
|
|
|
|
|
|
|
||||
Dividends declared per common share
|
|
$
|
0.285
|
|
|
$
|
0.240
|
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Net income
|
|
$
|
28,617
|
|
|
$
|
36,386
|
|
Other comprehensive income (loss)
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
8,654
|
|
|
(11,076
|
)
|
||
Change in fair value of cash flow hedges
|
|
(1,386
|
)
|
|
(1,287
|
)
|
||
Other comprehensive income (loss)
|
|
7,268
|
|
|
(12,363
|
)
|
||
Comprehensive income
|
|
35,885
|
|
|
24,023
|
|
||
Comprehensive income attributable to noncontrolling interests
|
|
(1,834
|
)
|
|
(1,243
|
)
|
||
Comprehensive income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
34,051
|
|
|
$
|
22,780
|
|
|
|
Common shares
|
Paid in capital
|
Accumulated distributions in excess of earnings
|
Accumulated other comprehensive loss
|
Total Tanger Factory Outlet Centers, Inc. equity
|
Noncontrolling interests 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
|
|
—
|
|
—
|
|
34,512
|
|
—
|
|
34,512
|
|
1,855
|
|
19
|
|
36,386
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
—
|
|
(11,732
|
)
|
(11,732
|
)
|
(631
|
)
|
—
|
|
(12,363
|
)
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
3,801
|
|
—
|
|
—
|
|
3,801
|
|
—
|
|
—
|
|
3,801
|
|
||||||||
Issuance of 8,300 common shares upon exercise of options
|
|
—
|
|
233
|
|
—
|
|
—
|
|
233
|
|
—
|
|
—
|
|
233
|
|
||||||||
Issuance of 348,844 restricted common shares
|
|
3
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Withholding of 30,578 common shares for employee income taxes
|
|
—
|
|
(1,084
|
)
|
—
|
|
—
|
|
(1,084
|
)
|
—
|
|
—
|
|
(1,084
|
)
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
|
—
|
|
(59
|
)
|
—
|
|
—
|
|
(59
|
)
|
59
|
|
—
|
|
—
|
|
||||||||
Adjustment for noncontrolling interests in other consolidated partnerships
|
|
—
|
|
198
|
|
—
|
|
—
|
|
198
|
|
—
|
|
(1
|
)
|
197
|
|
||||||||
Common dividends ($0.240 per share)
|
|
—
|
|
—
|
|
(22,957
|
)
|
—
|
|
(22,957
|
)
|
—
|
|
—
|
|
(22,957
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,219
|
)
|
(29
|
)
|
(1,248
|
)
|
||||||||
Balance, March 31, 2015
|
|
$
|
958
|
|
$
|
794,652
|
|
$
|
(270,124
|
)
|
$
|
(25,755
|
)
|
$
|
499,731
|
|
$
|
26,481
|
|
$
|
639
|
|
$
|
526,851
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands, except share and per share data, unaudited)
|
|||||||||||||||||||||||||
|
|
Common shares
|
Paid in capital
|
Accumulated distributions in excess of earnings
|
Accumulated other comprehensive loss
|
Total Tanger Factory Outlet Centers, Inc. equity
|
Noncontrolling interests in Operating Partnership
|
Noncontrolling
interests in
other consolidated partnerships
|
Total
equity
|
||||||||||||||||
Balance, December 31, 2015
|
|
$
|
959
|
|
$
|
806,379
|
|
$
|
(195,486
|
)
|
$
|
(36,715
|
)
|
$
|
575,137
|
|
$
|
30,309
|
|
$
|
586
|
|
$
|
606,032
|
|
Net income
|
|
—
|
|
—
|
|
27,150
|
|
—
|
|
27,150
|
|
1,444
|
|
23
|
|
28,617
|
|
||||||||
Other comprehensive income
|
|
—
|
|
—
|
|
—
|
|
6,901
|
|
6,901
|
|
367
|
|
—
|
|
7,268
|
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
4,230
|
|
—
|
|
—
|
|
4,230
|
|
—
|
|
—
|
|
4,230
|
|
||||||||
Issuance of 4,500 common shares upon exercise of options
|
|
—
|
|
123
|
|
—
|
|
—
|
|
123
|
|
—
|
|
—
|
|
123
|
|
||||||||
Issuance of 277,524 restricted common shares
|
|
3
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Issuance of 24,040 deferred shares
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Withholding of 60,382 common shares for employee income taxes
|
|
(1
|
)
|
(1,920
|
)
|
—
|
|
—
|
|
(1,921
|
)
|
—
|
|
—
|
|
(1,921
|
)
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
|
—
|
|
(31
|
)
|
—
|
|
—
|
|
(31
|
)
|
31
|
|
—
|
|
—
|
|
||||||||
Adjustment for noncontrolling interests in other consolidated partnerships
|
|
—
|
|
1
|
|
—
|
|
—
|
|
1
|
|
—
|
|
(1
|
)
|
—
|
|
||||||||
Common dividends ($.285 per share)
|
|
—
|
|
—
|
|
(27,318
|
)
|
—
|
|
(27,318
|
)
|
—
|
|
—
|
|
(27,318
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,440
|
)
|
(19
|
)
|
(1,459
|
)
|
||||||||
Balance,
March 31, 2016
|
|
$
|
961
|
|
$
|
808,779
|
|
$
|
(195,654
|
)
|
$
|
(29,814
|
)
|
$
|
584,272
|
|
$
|
30,711
|
|
$
|
589
|
|
$
|
615,572
|
|
|
||||||||
|
|
Three months ended
|
||||||
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|||
Net income
|
|
$
|
28,617
|
|
|
$
|
36,386
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
26,567
|
|
|
23,989
|
|
||
Amortization of deferred financing costs
|
|
744
|
|
|
599
|
|
||
Gain on sale of assets and interests in unconsolidated entities
|
|
(4,887
|
)
|
|
(13,726
|
)
|
||
Equity in earnings of unconsolidated joint ventures
|
|
(3,499
|
)
|
|
(2,543
|
)
|
||
Share-based compensation expense
|
|
4,001
|
|
|
3,613
|
|
||
Amortization of debt (premiums) and discounts, net
|
|
959
|
|
|
14
|
|
||
Amortization (accretion) of market rent rate adjustments, net
|
|
664
|
|
|
916
|
|
||
Straight-line rent adjustments
|
|
(1,607
|
)
|
|
(1,269
|
)
|
||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
2,709
|
|
|
2,719
|
|
||
Changes in other assets and liabilities:
|
|
|
|
|
||||
Other assets
|
|
732
|
|
|
1,885
|
|
||
Accounts payable and accrued expenses
|
|
(969
|
)
|
|
1,806
|
|
||
Net cash provided by operating activities
|
|
54,031
|
|
|
54,389
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Additions to rental property
|
|
(34,896
|
)
|
|
(51,044
|
)
|
||
Additions to investments in unconsolidated joint ventures
|
|
(12,161
|
)
|
|
(16,419
|
)
|
||
Net proceeds on sale of assets and interests in unconsolidated entities
|
|
25,785
|
|
|
15,495
|
|
||
Change in restricted cash
|
|
121,306
|
|
|
—
|
|
||
Proceeds from insurance reimbursements
|
|
72
|
|
|
103
|
|
||
Additions to non-real estate assets
|
|
(2,144
|
)
|
|
(208
|
)
|
||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
4,394
|
|
|
4,837
|
|
||
Additions to deferred lease costs
|
|
(1,520
|
)
|
|
(2,338
|
)
|
||
Net cash provided by (used in) investing activities
|
|
100,836
|
|
|
(49,574
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Cash dividends paid
|
|
(47,447
|
)
|
|
(22,957
|
)
|
||
Distributions to noncontrolling interests in Operating Partnership
|
|
(2,501
|
)
|
|
(1,219
|
)
|
||
Proceeds from debt issuances
|
|
327,342
|
|
|
118,341
|
|
||
Repayments of debt
|
|
(405,246
|
)
|
|
(99,742
|
)
|
||
Repayment of deferred financing obligation
|
|
(28,388
|
)
|
|
—
|
|
||
Employee income taxes paid related to shares withheld upon vesting of equity awards
|
|
(1,921
|
)
|
|
(1,084
|
)
|
||
Distributions to noncontrolling interests in other consolidated partnerships
|
|
(19
|
)
|
|
(29
|
)
|
||
Additions to deferred financing costs
|
|
(82
|
)
|
|
(191
|
)
|
||
Proceeds from exercise of options
|
|
123
|
|
|
233
|
|
||
Net cash used in financing activities
|
|
(158,139
|
)
|
|
(6,648
|
)
|
||
Effect of foreign currency rate changes on cash and cash equivalents
|
|
591
|
|
|
(381
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(2,681
|
)
|
|
(2,214
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
21,558
|
|
|
16,875
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
18,877
|
|
|
$
|
14,661
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
|
|
|
||
Rental property
|
|
|
|
|
|
|
||
Land
|
|
$
|
235,622
|
|
|
$
|
240,267
|
|
Buildings, improvements and fixtures
|
|
2,219,955
|
|
|
2,249,417
|
|
||
Construction in progress
|
|
42,287
|
|
|
23,533
|
|
||
|
|
2,497,864
|
|
|
2,513,217
|
|
||
Accumulated depreciation
|
|
(749,325
|
)
|
|
(748,341
|
)
|
||
Total rental property, net
|
|
1,748,539
|
|
|
1,764,876
|
|
||
Cash and cash equivalents
|
|
18,830
|
|
|
21,552
|
|
||
Restricted cash
|
|
—
|
|
|
121,306
|
|
||
Investments in unconsolidated joint ventures
|
|
218,732
|
|
|
201,083
|
|
||
Deferred lease costs and other intangibles, net
|
|
123,404
|
|
|
127,089
|
|
||
Prepaids and other assets
|
|
80,820
|
|
|
78,248
|
|
||
Total assets
|
|
$
|
2,190,325
|
|
|
$
|
2,314,154
|
|
Liabilities and Equity
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Debt
|
|
|
|
|
||||
Senior, unsecured notes, net
|
|
$
|
789,635
|
|
|
$
|
789,285
|
|
Unsecured term loans, net
|
|
258,540
|
|
|
265,832
|
|
||
Mortgages payable, net
|
|
167,603
|
|
|
310,587
|
|
||
Unsecured lines of credit, net
|
|
259,890
|
|
|
186,220
|
|
||
Total debt
|
|
1,475,668
|
|
|
1,551,924
|
|
||
Accounts payable and accrued expenses
|
|
67,327
|
|
|
96,725
|
|
||
Deferred financing obligation
|
|
—
|
|
|
28,388
|
|
||
Other liabilities
|
|
31,758
|
|
|
31,085
|
|
||
Total liabilities
|
|
1,574,753
|
|
|
1,708,122
|
|
||
Commitments and contingencies
|
|
—
|
|
|
—
|
|
||
Equity
|
|
|
|
|
||||
Partners' Equity
|
|
|
|
|
||||
General partner, 1,000,000 units outstanding at March 31, 2016 and December 31, 2015
|
|
5,724
|
|
|
5,726
|
|
||
Limited partners, 5,052,743 Class A common units, and 95,126,507 and 94,880,825 Class B common units outstanding at March 31, 2016 and December 31, 2015, respectively
|
|
640,693
|
|
|
638,422
|
|
||
Accumulated other comprehensive loss
|
|
(31,434
|
)
|
|
(38,702
|
)
|
||
Total partners' equity
|
|
614,983
|
|
|
605,446
|
|
||
Noncontrolling interests in consolidated partnerships
|
|
589
|
|
|
586
|
|
||
Total equity
|
|
615,572
|
|
|
606,032
|
|
||
Total liabilities and equity
|
|
$
|
2,190,325
|
|
|
$
|
2,314,154
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Revenues
|
|
|
|
|
||||
Base rentals
|
|
$
|
72,623
|
|
|
$
|
67,629
|
|
Percentage rentals
|
|
2,150
|
|
|
2,229
|
|
||
Expense reimbursements
|
|
33,242
|
|
|
33,364
|
|
||
Management, leasing and other services
|
|
1,121
|
|
|
1,283
|
|
||
Other income
|
|
1,669
|
|
|
1,421
|
|
||
Total revenues
|
|
110,805
|
|
|
105,926
|
|
||
Expenses
|
|
|
|
|
|
|
||
Property operating
|
|
37,874
|
|
|
37,732
|
|
||
General and administrative
|
|
11,565
|
|
|
11,305
|
|
||
Depreciation and amortization
|
|
26,567
|
|
|
23,989
|
|
||
Total expenses
|
|
76,006
|
|
|
73,026
|
|
||
Operating income
|
|
34,799
|
|
|
32,900
|
|
||
Other income/(expense)
|
|
|
|
|
||||
Interest expense
|
|
(14,884
|
)
|
|
(13,089
|
)
|
||
Gain on sale of assets and interests in unconsolidated joint ventures
|
|
4,887
|
|
|
13,726
|
|
||
Other nonoperating income
|
|
316
|
|
|
306
|
|
||
Income before equity in earnings of unconsolidated joint ventures
|
|
25,118
|
|
|
33,843
|
|
||
Equity in earnings of unconsolidated joint ventures
|
|
3,499
|
|
|
2,543
|
|
||
Net income
|
|
28,617
|
|
|
36,386
|
|
||
Noncontrolling interests in consolidated partnerships
|
|
(23
|
)
|
|
(19
|
)
|
||
Net income available to partners
|
|
28,594
|
|
|
36,367
|
|
||
Net income available to limited partners
|
|
28,311
|
|
|
36,007
|
|
||
Net income available to general partner
|
|
$
|
283
|
|
|
$
|
360
|
|
|
|
|
|
|
||||
Basic earnings per common unit
|
|
|
|
|
||||
Net income
|
|
$
|
0.28
|
|
|
$
|
0.36
|
|
Diluted earnings per common unit
|
|
|
|
|
||||
Net income
|
|
$
|
0.28
|
|
|
$
|
0.36
|
|
|
|
|
|
|
||||
Distribution declared per common unit
|
|
$
|
0.285
|
|
|
$
|
0.240
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Net income
|
|
$
|
28,617
|
|
|
$
|
36,386
|
|
Other comprehensive income (loss)
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
8,654
|
|
|
(11,076
|
)
|
||
Changes in fair value of cash flow hedges
|
|
(1,386
|
)
|
|
(1,287
|
)
|
||
Other comprehensive income (loss)
|
|
7,268
|
|
|
(12,363
|
)
|
||
Comprehensive income
|
|
35,885
|
|
|
24,023
|
|
||
Comprehensive income attributable to noncontrolling interests in consolidated partnerships
|
|
(23
|
)
|
|
(19
|
)
|
||
Comprehensive income attributable to the Operating Partnership
|
|
$
|
35,862
|
|
|
$
|
24,004
|
|
|
|
General partner
|
Limited partners
|
Accumulated other comprehensive loss
|
Total partners' equity
|
Noncontrolling interests in consolidated partnerships
|
Total equity
|
||||||||||||
Balance, December 31, 2014
|
|
$
|
4,828
|
|
$
|
533,199
|
|
$
|
(14,791
|
)
|
$
|
523,236
|
|
$
|
650
|
|
$
|
523,886
|
|
Net income
|
|
360
|
|
36,007
|
|
—
|
|
36,367
|
|
19
|
|
36,386
|
|
||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
(12,363
|
)
|
(12,363
|
)
|
—
|
|
(12,363
|
)
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
3,801
|
|
—
|
|
3,801
|
|
—
|
|
3,801
|
|
||||||
Issuance of 8,300 common units upon exercise of options
|
|
—
|
|
233
|
|
—
|
|
233
|
|
—
|
|
233
|
|
||||||
Issuance of 348,844 restricted common units
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Withholding of 30,578 common units for employee income taxes
|
|
—
|
|
(1,084
|
)
|
—
|
|
(1,084
|
)
|
—
|
|
(1,084
|
)
|
||||||
Adjustments for noncontrolling interests in consolidated partnerships
|
|
—
|
|
198
|
|
—
|
|
198
|
|
(1
|
)
|
197
|
|
||||||
Common distributions ($.240 per common unit)
|
|
(240
|
)
|
(23,936
|
)
|
—
|
|
(24,176
|
)
|
—
|
|
(24,176
|
)
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(29
|
)
|
(29
|
)
|
||||||
Balance, March 31, 2015
|
|
$
|
4,948
|
|
$
|
548,418
|
|
$
|
(27,154
|
)
|
$
|
526,212
|
|
$
|
639
|
|
$
|
526,851
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
General partner
|
Limited partners
|
Accumulated other comprehensive loss
|
Total partners' equity
|
Noncontrolling interests in consolidated partnerships
|
Total equity
|
||||||||||||
Balance, December 31, 2015
|
|
$
|
5,726
|
|
$
|
638,422
|
|
$
|
(38,702
|
)
|
$
|
605,446
|
|
$
|
586
|
|
$
|
606,032
|
|
Net income
|
|
283
|
|
28,311
|
|
—
|
|
28,594
|
|
23
|
|
28,617
|
|
||||||
Other comprehensive income
|
|
—
|
|
—
|
|
7,268
|
|
7,268
|
|
—
|
|
7,268
|
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
4,230
|
|
—
|
|
4,230
|
|
—
|
|
4,230
|
|
||||||
Issuance of 4,500 common units upon exercise of options
|
|
—
|
|
123
|
|
—
|
|
123
|
|
—
|
|
123
|
|
||||||
Issuance of 277,524 restricted common units
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Issuance of 24,040 deferred units
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Withholding of 60,382 common units for employee income taxes
|
|
—
|
|
(1,921
|
)
|
—
|
|
(1,921
|
)
|
—
|
|
(1,921
|
)
|
||||||
Adjustment for noncontrolling interests in consolidated partnerships
|
|
—
|
|
1
|
|
—
|
|
1
|
|
(1
|
)
|
—
|
|
||||||
Common distributions ($.285 per common unit)
|
|
(285
|
)
|
(28,473
|
)
|
—
|
|
(28,758
|
)
|
—
|
|
(28,758
|
)
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(19
|
)
|
(19
|
)
|
||||||
Balance, March 31, 2016
|
|
$
|
5,724
|
|
$
|
640,693
|
|
$
|
(31,434
|
)
|
$
|
614,983
|
|
$
|
589
|
|
$
|
615,572
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||
Net income
|
|
$
|
28,617
|
|
|
$
|
36,386
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
26,567
|
|
|
23,989
|
|
||
Amortization of deferred financing costs
|
|
744
|
|
|
599
|
|
||
Gain on sale of assets and interests in unconsolidated entities
|
|
(4,887
|
)
|
|
(13,726
|
)
|
||
Equity in earnings of unconsolidated joint ventures
|
|
(3,499
|
)
|
|
(2,543
|
)
|
||
Equity-based compensation expense
|
|
4,001
|
|
|
3,613
|
|
||
Amortization of debt (premiums) and discounts, net
|
|
959
|
|
|
14
|
|
||
Amortization (accretion) of market rent rate adjustments, net
|
|
664
|
|
|
916
|
|
||
Straight-line rent adjustments
|
|
(1,607
|
)
|
|
(1,269
|
)
|
||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
2,709
|
|
|
2,719
|
|
||
Changes in other assets and liabilities:
|
|
|
|
|
||||
Other assets
|
|
301
|
|
|
1,828
|
|
||
Accounts payable and accrued expenses
|
|
(579
|
)
|
|
2,854
|
|
||
Net cash provided by operating activities
|
|
53,990
|
|
|
55,380
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Additions to rental property
|
|
(34,896
|
)
|
|
(51,044
|
)
|
||
Additions to investments in unconsolidated joint ventures
|
|
(12,161
|
)
|
|
(16,419
|
)
|
||
Net proceeds on sale of assets and interests in unconsolidated entities
|
|
25,785
|
|
|
15,495
|
|
||
Change in restricted cash
|
|
121,306
|
|
|
—
|
|
||
Proceeds from insurance reimbursements
|
|
72
|
|
|
103
|
|
||
Additions to non-real estate assets
|
|
(2,144
|
)
|
|
(208
|
)
|
||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
4,394
|
|
|
4,837
|
|
||
Additions to deferred lease costs
|
|
(1,520
|
)
|
|
(2,338
|
)
|
||
Net cash provided by (used in) investing activities
|
|
100,836
|
|
|
(49,574
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Cash distributions paid
|
|
(49,948
|
)
|
|
(24,176
|
)
|
||
Proceeds from debt issuances
|
|
327,342
|
|
|
118,341
|
|
||
Repayments of debt
|
|
(405,246
|
)
|
|
(99,742
|
)
|
||
Repayment of deferred financing obligation
|
|
(28,388
|
)
|
|
—
|
|
||
Employee income taxes paid related to shares withheld upon vesting of equity awards
|
|
(1,921
|
)
|
|
(1,084
|
)
|
||
Distributions to noncontrolling interests in consolidated partnerships
|
|
(19
|
)
|
|
(29
|
)
|
||
Additions to deferred financing costs
|
|
(82
|
)
|
|
(191
|
)
|
||
Proceeds from exercise of options
|
|
123
|
|
|
233
|
|
||
Net cash used in financing activities
|
|
(158,139
|
)
|
|
(6,648
|
)
|
||
Effect of foreign currency on cash and cash equivalents
|
|
591
|
|
|
(381
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(2,722
|
)
|
|
(1,223
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
21,552
|
|
|
15,806
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
18,830
|
|
|
$
|
14,583
|
|
Properties
|
|
Locations
|
|
Date Sold
|
|
Square Feet
(in 000's)
|
|
Net Sales Price
(in 000's)
|
|
Gain on Sale(in 000's)
|
|||||
Sold:
|
|
|
|
|
|
|
|
|
|
|
|||||
Sanibel Center
|
|
Fort Myers, Florida
|
|
January 2016
|
|
199
|
|
|
$
|
25,785
|
|
|
$
|
4,887
|
|
Project
|
Approximate square feet
(in 000's) |
Costs Incurred to Date
(in millions) |
Borrowed to date
(in millions)
|
Projected Opening
|
||||
Daytona Beach
|
352
|
|
$
|
33.4
|
|
—
|
|
Holiday 2016
|
As of March 31, 2016
|
||||||||||||||||
Joint Venture
|
|
Outlet Center Location
|
|
Ownership %
|
|
Square Feet
(in 000's)
|
|
Carrying Value of Investment (in millions)
|
|
Total Joint Venture Net Debt
(in millions)
(1)
|
||||||
Columbus
|
|
Columbus, OH
|
|
50.0
|
%
|
|
—
|
|
|
$
|
30.7
|
|
|
$
|
—
|
|
National Harbor
|
|
National Harbor, MD
|
|
50.0
|
%
|
|
339
|
|
|
5.5
|
|
|
85.9
|
|
||
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
902
|
|
|
126.4
|
|
|
11.9
|
|
||
Savannah
(2)
|
|
Savannah, GA
|
|
50.0
|
%
|
|
377
|
|
|
43.8
|
|
|
93.5
|
|
||
Westgate
|
|
Glendale, AZ
|
|
58.0
|
%
|
|
411
|
|
|
12.3
|
|
|
61.9
|
|
||
|
|
|
|
|
|
|
|
$
|
218.7
|
|
|
$
|
253.2
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Charlotte
(3)
|
|
Charlotte, NC
|
|
50.0
|
%
|
|
398
|
|
|
$
|
(1.4
|
)
|
|
$
|
89.6
|
|
Galveston/Houston
(3)
|
|
Texas City, TX
|
|
50.0
|
%
|
|
353
|
|
|
(2.1
|
)
|
|
64.8
|
|
||
|
|
|
|
|
|
|
|
$
|
(3.5
|
)
|
|
$
|
154.4
|
|
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 Net Debt
(in millions) (1) |
||||||
Columbus
|
|
Columbus, OH
|
|
50.0
|
%
|
|
—
|
|
|
$
|
21.1
|
|
|
$
|
—
|
|
National Harbor
|
|
National Harbor, MD
|
|
50.0
|
%
|
|
339
|
|
|
6.1
|
|
|
85.8
|
|
||
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
870
|
|
|
117.2
|
|
|
11.3
|
|
||
Savannah
(2)
|
|
Savannah, GA
|
|
50.0
|
%
|
|
377
|
|
|
44.4
|
|
|
87.6
|
|
||
Westgate
|
|
Glendale, AZ
|
|
58.0
|
%
|
|
411
|
|
|
12.3
|
|
|
61.9
|
|
||
|
|
|
|
|
|
|
|
$
|
201.1
|
|
|
$
|
246.6
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Charlotte
(3)
|
|
Charlotte, NC
|
|
50.0
|
%
|
|
398
|
|
|
$
|
(1.1
|
)
|
|
$
|
89.6
|
|
Galveston/Houston
(3)
|
|
Texas City, TX
|
|
50.0
|
%
|
|
353
|
|
|
(1.5
|
)
|
|
64.7
|
|
||
|
|
|
|
|
|
|
|
$
|
(2.6
|
)
|
|
$
|
154.3
|
|
(1)
|
Net of debt origination costs and including premiums of
$2.8 million
and
$3.3 million
as of March 31, 2016 and December 31, 2015, respectively.
|
(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 indicated in the Ownership column, which states our legal interest in this venture. As of March 31 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.
|
(3)
|
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.
|
|
|
Three months ended
|
|
||||||
|
|
March 31,
|
|
||||||
|
|
2016
|
|
2015
|
|
||||
Fee:
|
|
|
|
|
|
||||
Development and leasing
|
|
$
|
192
|
|
|
$
|
581
|
|
|
Loan guarantee
|
|
182
|
|
|
196
|
|
|
||
Management and marketing
|
|
747
|
|
|
506
|
|
|
||
Total Fees
|
|
$
|
1,121
|
|
|
$
|
1,283
|
|
|
Condensed Combined Balance Sheets - Unconsolidated Joint Ventures
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
|
|
|
||
Land
|
|
$
|
107,403
|
|
|
$
|
103,046
|
|
Buildings, improvements and fixtures
|
|
632,456
|
|
|
615,662
|
|
||
Construction in progress, including land
|
|
83,701
|
|
|
62,308
|
|
||
|
|
823,560
|
|
|
781,016
|
|
||
Accumulated depreciation
|
|
(69,754
|
)
|
|
(60,629
|
)
|
||
Total rental property, net
|
|
753,806
|
|
|
720,387
|
|
||
Cash and cash equivalents
|
|
27,671
|
|
|
28,723
|
|
||
Deferred lease costs, net
|
|
18,605
|
|
|
18,399
|
|
||
Prepaids and other assets
|
|
17,217
|
|
|
14,455
|
|
||
Total assets
|
|
$
|
817,299
|
|
|
$
|
781,964
|
|
Liabilities and Owners' Equity
|
|
|
|
|
|
|
||
Mortgages payable, net
|
|
$
|
407,640
|
|
|
$
|
400,935
|
|
Accounts payable and other liabilities
|
|
27,604
|
|
|
31,805
|
|
||
Total liabilities
|
|
435,244
|
|
|
432,740
|
|
||
Owners' equity
|
|
382,055
|
|
|
349,224
|
|
||
Total liabilities and owners' equity
|
|
$
|
817,299
|
|
|
$
|
781,964
|
|
|
|
Three months ended
|
|
||||||
Condensed Combined Statements of Operations
|
|
March 31,
|
|
||||||
- Unconsolidated Joint Ventures
|
|
2016
|
|
2015
|
|
||||
Revenues
|
|
$
|
27,698
|
|
|
$
|
23,965
|
|
|
Expenses
|
|
|
|
|
|
||||
Property operating
|
|
10,318
|
|
|
9,144
|
|
|
||
General and administrative
|
|
117
|
|
|
218
|
|
|
||
Depreciation and amortization
|
|
8,799
|
|
|
7,822
|
|
|
||
Total expenses
|
|
19,234
|
|
|
17,184
|
|
|
||
Operating income
|
|
8,464
|
|
|
6,781
|
|
|
||
Interest expense
|
|
(2,554
|
)
|
|
(1,770
|
)
|
|
||
Other nonoperating income
|
|
1
|
|
|
8
|
|
|
||
Net income
|
|
$
|
5,911
|
|
|
$
|
5,019
|
|
|
|
|
|
|
|
|
||||
The Company and Operating Partnership's share of:
|
|
||||||||
Net income
|
|
$
|
3,499
|
|
|
$
|
2,543
|
|
|
Depreciation expense (real estate related)
|
|
$
|
5,339
|
|
|
$
|
4,076
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Unsecured lines of credit
|
|
$
|
263,700
|
|
|
$
|
190,300
|
|
Unsecured term loan
|
|
$
|
250,000
|
|
|
$
|
250,000
|
|
|
|
|
|
|
|
As of
|
|
As of
|
||||||||||||||
|
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||
|
|
Stated Interest Rate(s)
|
|
Maturity Date
|
|
Principal
|
|
Book Value
(1)
|
|
Principal
|
|
Book Value
(1)
|
||||||||||
Senior, unsecured notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior notes
|
|
6.125
|
%
|
|
June 2020
|
|
|
$
|
300,000
|
|
|
$
|
297,860
|
|
|
$
|
300,000
|
|
|
$
|
297,739
|
|
Senior notes
|
|
3.875
|
%
|
|
December 2023
|
|
|
250,000
|
|
|
244,977
|
|
|
250,000
|
|
|
244,829
|
|
||||
Senior notes
|
|
3.750
|
%
|
|
December 2024
|
|
|
250,000
|
|
|
246,798
|
|
|
250,000
|
|
|
246,717
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgages payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Atlantic City
(2)
|
|
5.14%-7.65%
|
|
|
November 2021- December 2026
|
|
|
42,617
|
|
|
45,728
|
|
|
43,312
|
|
|
46,605
|
|
||||
Deer Park
|
|
LIBOR + 1.50%
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
|
149,145
|
|
||||
Foxwoods
|
|
LIBOR + 1.65%
|
|
|
December 2017
|
|
|
70,250
|
|
|
69,651
|
|
|
70,250
|
|
|
69,564
|
|
||||
Southaven
|
|
LIBOR + 1.75%
|
|
|
April 2018
|
|
|
52,717
|
|
|
52,224
|
|
|
45,824
|
|
|
45,273
|
|
||||
Unsecured note payable
(2)
|
|
1.50
|
%
|
|
June 2016
|
|
|
10,000
|
|
|
9,959
|
|
|
10,000
|
|
|
9,919
|
|
||||
Unsecured term loan
|
|
LIBOR + 1.05%
|
|
|
February 2019
|
|
|
250,000
|
|
|
248,581
|
|
|
250,000
|
|
|
248,443
|
|
||||
Unsecured term note
|
|
LIBOR + 1.30%
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,500
|
|
|
7,470
|
|
||||
Unsecured lines of credit
|
|
LIBOR + .90%
|
|
|
October 2019
|
|
|
263,700
|
|
|
259,890
|
|
|
190,300
|
|
|
186,220
|
|
||||
|
|
|
|
|
|
$
|
1,489,284
|
|
|
$
|
1,475,668
|
|
|
$
|
1,567,186
|
|
|
$
|
1,551,924
|
|
(1)
|
Including premiums and net of debt discount and net debt origination costs.
|
(2)
|
The effective interest rates assigned during the purchase price allocation to the assumed mortgage and note payable during acquisitions in 2011 were as follows: Atlantic City
5.05%
and unsecured note payable
3.15%
.
|
Calendar Year
|
|
Amount
|
|
|
2016
|
|
$
|
12,148
|
|
2017
|
|
73,258
|
|
|
2018
|
|
55,900
|
|
|
2019
|
|
517,069
|
|
|
2020
|
|
303,566
|
|
|
Thereafter
|
|
527,343
|
|
|
Subtotal
|
|
1,489,284
|
|
|
Net discount and debt origination costs
|
|
(13,616
|
)
|
|
Total
|
|
$
|
1,475,668
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|||||||||
Effective Date
|
|
Maturity Date
|
|
Notional Amount
|
|
Bank Pay Rate
|
|
Company Fixed Pay Rate
|
|
March 31, 2016
|
|
December 31, 2015
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
November 14, 2013
|
|
August 14, 2018
|
|
$
|
50,000
|
|
|
1 month LIBOR
|
|
1.3075
|
%
|
|
$
|
(673
|
)
|
|
$
|
(212
|
)
|
November 14, 2013
|
|
August 14, 2018
|
|
50,000
|
|
|
1 month LIBOR
|
|
1.2970
|
%
|
|
(661
|
)
|
|
(198
|
)
|
|||
November 14, 2013
|
|
August 14, 2018
|
|
50,000
|
|
|
1 month LIBOR
|
|
1.3025
|
%
|
|
(668
|
)
|
|
(206
|
)
|
|||
Total
|
|
|
|
$
|
150,000
|
|
|
|
|
|
|
$
|
(2,002
|
)
|
|
$
|
(616
|
)
|
|
|
|
|
||||||
|
|
|
|
||||||
|
|
Three months ended March 31,
|
|
||||||
|
|
2016
|
|
2015
|
|
||||
Interest Rate Swaps (Effective Portion):
|
|
|
|
|
|
||||
Change in fair value of cash flow hedges
|
|
$
|
(1,386
|
)
|
|
$
|
(1,287
|
)
|
|
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 March 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps (other liabilities)
|
|
$
|
(2,002
|
)
|
|
$
|
—
|
|
|
$
|
(2,002
|
)
|
|
$
|
—
|
|
Total liabilities
|
|
$
|
(2,002
|
)
|
|
$
|
—
|
|
|
$
|
(2,002
|
)
|
|
$
|
—
|
|
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps (other liabilities)
|
|
$
|
(616
|
)
|
|
$
|
—
|
|
|
$
|
(616
|
)
|
|
$
|
—
|
|
Total assets
|
|
$
|
(616
|
)
|
|
$
|
—
|
|
|
$
|
(616
|
)
|
|
$
|
—
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Fair value of debt
|
|
$
|
1,556,139
|
|
|
$
|
1,615,833
|
|
Recorded value of debt
|
|
$
|
1,475,668
|
|
|
$
|
1,551,924
|
|
|
|
|
|
Limited Partnership Units
|
||||||||
|
|
General Partnership Units
|
|
Class A
|
|
Class B
|
|
Total
|
||||
Balance December 31, 2014
|
|
1,000,000
|
|
|
5,078,406
|
|
|
94,509,781
|
|
|
99,588,187
|
|
Issuance of restricted units
|
|
—
|
|
|
—
|
|
|
348,844
|
|
|
348,844
|
|
Units issued upon exercise of options
|
|
—
|
|
|
—
|
|
|
8,300
|
|
|
8,300
|
|
Units withheld for employee income taxes
|
|
—
|
|
|
—
|
|
|
(30,578
|
)
|
|
(30,578
|
)
|
Balance March 31, 2015
|
|
1,000,000
|
|
|
5,078,406
|
|
|
94,836,347
|
|
|
99,914,753
|
|
|
|
|
|
|
|
|
|
|
||||
Balance December 31, 2015
|
|
1,000,000
|
|
|
5,052,743
|
|
|
94,880,825
|
|
|
99,933,568
|
|
Issuance of restricted units
|
|
—
|
|
|
—
|
|
|
277,524
|
|
|
277,524
|
|
Issuance of deferred units
|
|
—
|
|
|
—
|
|
|
24,040
|
|
|
24,040
|
|
Units issued upon exercise of options
|
|
—
|
|
|
—
|
|
|
4,500
|
|
|
4,500
|
|
Units withheld for employee income taxes
|
|
—
|
|
|
—
|
|
|
(60,382
|
)
|
|
(60,382
|
)
|
Balance March 31, 2016
|
|
1,000,000
|
|
|
5,052,743
|
|
|
95,126,507
|
|
|
100,179,250
|
|
|
|
Three months ended March 31,
|
|
||||||
|
|
2016
|
|
2015
|
|
||||
Numerator
|
|
|
|
|
|
||||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
27,150
|
|
|
$
|
34,512
|
|
|
Less allocation of earnings to participating securities
|
|
(294
|
)
|
|
(408
|
)
|
|
||
Net income available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
$
|
26,856
|
|
|
$
|
34,104
|
|
|
Denominator
|
|
|
|
|
|
||||
Basic weighted average common shares
|
|
94,944
|
|
|
94,536
|
|
|
||
Effect of notional units
|
|
—
|
|
|
82
|
|
|
||
Effect of outstanding options and certain restricted common shares
|
|
59
|
|
|
79
|
|
|
||
Diluted weighted average common shares
|
|
95,003
|
|
|
94,697
|
|
|
||
Basic earnings per common share:
|
|
|
|
|
|
||||
Net income
|
|
$
|
0.28
|
|
|
$
|
0.36
|
|
|
Diluted earnings per common share:
|
|
|
|
|
|
||||
Net income
|
|
$
|
0.28
|
|
|
$
|
0.36
|
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Numerator
|
|
|
|
|
|
|||
Net income attributable to partners of the Operating Partnership
|
|
$
|
28,594
|
|
|
$
|
36,367
|
|
Less allocation of earnings to participating securities
|
|
(294
|
)
|
|
(408
|
)
|
||
Net income available to common unitholders of the Operating Partnership
|
|
$
|
28,300
|
|
|
$
|
35,959
|
|
Denominator
|
|
|
|
|
||||
Basic weighted average common units
|
|
99,997
|
|
|
99,614
|
|
||
Effect of notional units
|
|
—
|
|
|
82
|
|
||
Effect of outstanding options and certain restricted common units
|
|
59
|
|
|
79
|
|
||
Diluted weighted average common units
|
|
100,056
|
|
|
99,775
|
|
||
Basic earnings per common unit:
|
|
|
|
|
||||
Net income
|
|
$
|
0.28
|
|
|
$
|
0.36
|
|
Diluted earnings per common unit:
|
|
|
|
|
||||
Net income
|
|
$
|
0.28
|
|
|
$
|
0.36
|
|
|
|
Three months ended
|
||||||
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Restricted common shares
|
|
$
|
2,939
|
|
|
$
|
2,658
|
|
Notional unit performance awards
|
|
885
|
|
|
841
|
|
||
Options
|
|
177
|
|
|
114
|
|
||
Total share-based compensation
|
|
$
|
4,001
|
|
|
$
|
3,613
|
|
|
|
Three months ended
|
||||||
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Share-based compensation expense capitalized
|
|
$
|
230
|
|
|
$
|
188
|
|
|
|
|
||||||||||||||||||||||
|
|
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, 2015
|
|
$
|
(36,130
|
)
|
|
$
|
(585
|
)
|
|
$
|
(36,715
|
)
|
|
$
|
(1,956
|
)
|
|
$
|
(31
|
)
|
|
$
|
(1,987
|
)
|
Unrealized gain on foreign currency translation adjustments
|
|
8,217
|
|
|
—
|
|
|
8,217
|
|
|
437
|
|
|
—
|
|
|
437
|
|
||||||
Change in fair value of cash flow hedges
|
|
—
|
|
|
(1,316
|
)
|
|
(1,316
|
)
|
|
—
|
|
|
(70
|
)
|
|
(70
|
)
|
||||||
Balance March 31, 2016
|
|
$
|
(27,913
|
)
|
|
$
|
(1,901
|
)
|
|
$
|
(29,814
|
)
|
|
$
|
(1,519
|
)
|
|
$
|
(101
|
)
|
|
$
|
(1,620
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
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, 2014
|
|
$
|
(14,113
|
)
|
|
$
|
90
|
|
|
$
|
(14,023
|
)
|
|
$
|
(773
|
)
|
|
$
|
5
|
|
|
$
|
(768
|
)
|
Unrealized loss on foreign currency translation adjustments
|
|
(10,511
|
)
|
|
—
|
|
|
(10,511
|
)
|
|
(565
|
)
|
|
—
|
|
|
(565
|
)
|
||||||
Change in fair value of cash flow hedges
|
|
—
|
|
|
(1,221
|
)
|
|
(1,221
|
)
|
|
—
|
|
|
(66
|
)
|
|
(66
|
)
|
||||||
Balance March 31, 2015
|
|
$
|
(24,624
|
)
|
|
$
|
(1,131
|
)
|
|
$
|
(25,755
|
)
|
|
$
|
(1,338
|
)
|
|
$
|
(61
|
)
|
|
$
|
(1,399
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency
|
|
Cash flow hedges
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
Balance December 31, 2015
|
|
$
|
(38,086
|
)
|
|
$
|
(616
|
)
|
|
$
|
(38,702
|
)
|
Unrealized gain on foreign currency translation adjustments
|
|
8,654
|
|
|
—
|
|
|
8,654
|
|
|||
Change in fair value of cash flow hedges
|
|
—
|
|
|
(1,386
|
)
|
|
(1,386
|
)
|
|||
Balance March 31, 2016
|
|
$
|
(29,432
|
)
|
|
$
|
(2,002
|
)
|
|
$
|
(31,434
|
)
|
|
|
|
|
|
|
|
|
|
Foreign Currency
|
|
Cash flow hedges
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
Balance December 31, 2014
|
|
$
|
(14,886
|
)
|
|
$
|
95
|
|
|
$
|
(14,791
|
)
|
Unrealized loss on foreign currency translation adjustments
|
|
(11,076
|
)
|
|
—
|
|
|
(11,076
|
)
|
|||
Change in fair value of cash flow hedges
|
|
—
|
|
|
(1,287
|
)
|
|
(1,287
|
)
|
|||
Balance March 31, 2015
|
|
$
|
(25,962
|
)
|
|
$
|
(1,192
|
)
|
|
$
|
(27,154
|
)
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
March 31, 2015
|
||||
Costs relating to construction included in accounts payable and accrued expenses
|
|
$
|
19,620
|
|
|
$
|
31,859
|
|
|
|
|
|
Consolidated Outlet Centers
|
|
Unconsolidated Joint Venture Outlet Centers
|
||||||||
Outlet Center
|
|
Quarter Acquired/Open/Disposed/Demolished
|
|
Square Feet
|
|
Outlet Centers
|
|
Square Feet
|
|
Outlet Centers
|
||||
As of January 1, 2015
|
|
|
|
11,346
|
|
|
36
|
|
|
2,606
|
|
|
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
|
|
|
34
|
|
|
2,747
|
|
|
9
|
|
Dispositions:
|
|
|
|
|
|
|
|
|
|
|
||||
Fort Myers
|
|
First Quarter
|
|
(199
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Expansion:
|
|
|
|
|
|
|
|
|
|
|
||||
Ottawa
|
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
Other
|
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
As of March 31, 2016
|
|
|
|
11,527
|
|
|
33
|
|
|
2,779
|
|
|
9
|
|
Consolidated Outlet Centers
|
|
Legal
|
|
Square
|
|
%
|
||
Location
|
|
Ownership %
|
|
Feet
|
|
Occupied
|
||
Deer Park, New York
|
|
100
|
|
749,074
|
|
|
96
|
|
Riverhead, New York
(1)
|
|
100
|
|
729,734
|
|
|
99
|
|
Foley, Alabama
|
|
100
|
|
556,984
|
|
|
94
|
|
Rehoboth Beach, Delaware
(1)
|
|
100
|
|
556,638
|
|
|
99
|
|
Atlantic City, New Jersey
(1) (5)
|
|
99
|
|
489,706
|
|
|
91
|
|
San Marcos, Texas
|
|
100
|
|
465,697
|
|
|
98
|
|
Sevierville, Tennessee
(1)
|
|
100
|
|
448,335
|
|
|
100
|
|
Myrtle Beach Hwy 501, South Carolina
|
|
100
|
|
425,247
|
|
|
96
|
|
Jeffersonville, Ohio
|
|
100
|
|
411,776
|
|
|
98
|
|
Myrtle Beach Hwy 17, South Carolina
(1)
|
|
100
|
|
402,797
|
|
|
98
|
|
Charleston, South Carolina
|
|
100
|
|
382,117
|
|
|
98
|
|
Pittsburgh, Pennsylvania
|
|
100
|
|
372,958
|
|
|
100
|
|
Commerce, Georgia
|
|
100
|
|
371,408
|
|
|
94
|
|
Grand Rapids, Michigan
|
|
100
|
|
351,988
|
|
|
94
|
|
Branson, Missouri
|
|
100
|
|
329,861
|
|
|
100
|
|
Locust Grove, Georgia
|
|
100
|
|
321,070
|
|
|
100
|
|
Southaven, Mississippi
(2) (5)
|
|
50
|
|
320,334
|
|
|
97
|
|
Park City, Utah
|
|
100
|
|
319,661
|
|
|
98
|
|
Mebane, North Carolina
|
|
100
|
|
318,910
|
|
|
98
|
|
Gonzales, Louisiana
|
|
100
|
|
318,666
|
|
|
98
|
|
Howell, Michigan
|
|
100
|
|
315,041
|
|
|
92
|
|
Mashantucket, Connecticut (Foxwoods)
(1) (2) (5)
|
|
67
|
|
311,614
|
|
|
96
|
|
Westbrook, Connecticut
|
|
100
|
|
289,898
|
|
|
92
|
|
Williamsburg, Iowa
|
|
100
|
|
276,331
|
|
|
95
|
|
Hershey, Pennsylvania
|
|
100
|
|
247,500
|
|
|
99
|
|
Lancaster, Pennsylvania
|
|
100
|
|
247,002
|
|
|
97
|
|
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
|
|
|
98
|
|
Blowing Rock, North Carolina
|
|
100
|
|
104,052
|
|
|
100
|
|
Nags Head, North Carolina
|
|
100
|
|
82,161
|
|
|
97
|
|
Totals
|
|
|
|
11,527,112
|
|
|
97
|
(3), (4)
|
(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)
|
Excludes the occupancy rate at our Fort Myers outlet center which was sold on January 12, 2016.
|
(5)
|
Property encumbered by mortgage. See note 7 to the consolidated financial statements for further details of our debt obligations.
|
Unconsolidated joint venture properties
|
|
Legal
|
|
Square
|
|
%
|
|
Location
|
|
Ownership %
|
|
Feet
|
|
Occupied
|
|
Glendale, Arizona (Westgate)
(2)
|
|
58
|
|
410,664
|
|
|
96
|
Charlotte, North Carolina
(2)
|
|
50
|
|
397,839
|
|
|
98
|
Savannah, Georgia
(1) (2)
|
|
50
|
|
377,286
|
|
|
99
|
Texas City, Texas (Galveston/Houston)
(2)
|
|
50
|
|
352,705
|
|
|
97
|
National Harbor, Maryland
(2)
|
|
50
|
|
338,786
|
|
|
99
|
Ottawa, Ontario
|
|
50
|
|
316,494
|
|
|
95
|
Cookstown, Ontario
|
|
50
|
|
308,517
|
|
|
99
|
Bromont, Quebec
|
|
50
|
|
161,307
|
|
|
74
|
Saint-Sauveur, Quebec
(2)
|
|
50
|
|
115,771
|
|
|
97
|
Total
|
|
|
|
2,779,369
|
|
|
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 Legal Ownership column, which states our legal interest in this venture. As of March 31, 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)
|
Property encumbered by mortgage. See note 5 to the consolidated financial statements for further details of our debt obligations.
|
|
Three months ended March 31, 2016
(1)
|
||||||||||||||
|
# of Leases
|
Square Feet
(in 000's)
|
Average
Annual
Straight-line Rent (psf)
|
Average
Tenant
Allowance (psf)
|
Average Initial Term
(in years)
|
Net Average
Annual
Straight-line Rent (psf)
(2)
|
|||||||||
Re-tenant
|
62
|
|
185
|
|
$
|
33.38
|
|
$
|
28.12
|
|
9.10
|
|
$
|
30.29
|
|
Renewal
|
166
|
|
762
|
|
$
|
25.91
|
|
$
|
0.72
|
|
4.81
|
|
$
|
25.76
|
|
|
|
|
|
|
|
|
|||||||||
|
Three months ended March 31, 2015
(3)
|
||||||||||||||
|
# of Leases
|
Square Feet
(in 000's)
|
Average
Annual
Straight-line Rent (psf)
|
Average
Tenant
Allowance (psf)
|
Average Initial Term
(in years)
|
Net Average
Annual
Straight-line Rent (psf)
(2)
|
|||||||||
Re-tenant
|
69
|
|
262
|
|
$
|
31.15
|
|
$
|
26.84
|
|
9.51
|
|
$
|
28.33
|
|
Renewal
|
172
|
|
833
|
|
$
|
26.53
|
|
$
|
0.16
|
|
5.62
|
|
$
|
26.50
|
|
(1)
|
Excludes Fort Myers outlet center, which was sold in January 2016.
|
(2)
|
Net average straight-line 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 rent per year amount. The average annual straight-line 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.
|
(3)
|
Excludes Kittery I & II, Tuscola, West Branch and Barstow outlet centers which were sold in 2015.
|
|
|
2016
|
|
2015
|
|
Increase/(Decrease)
|
||||||
Base rentals from existing properties
|
|
$
|
65,708
|
|
|
$
|
63,699
|
|
|
$
|
2,009
|
|
Base rentals from new developments
|
|
6,843
|
|
|
—
|
|
|
6,843
|
|
|||
Base rentals from properties disposed
|
|
67
|
|
|
3,594
|
|
|
(3,527
|
)
|
|||
Termination fees
|
|
555
|
|
|
1,138
|
|
|
(583
|
)
|
|||
Amortization of above and below market rent adjustments, net
|
|
(550
|
)
|
|
(802
|
)
|
|
252
|
|
|||
|
|
$
|
72,623
|
|
|
$
|
67,629
|
|
|
$
|
4,994
|
|
|
|
2016
|
|
2015
|
|
Increase/(Decrease)
|
||||||
Percentage rentals from existing properties
|
|
$
|
2,048
|
|
|
$
|
1,981
|
|
|
$
|
67
|
|
Percentage rentals from new development
|
|
102
|
|
|
—
|
|
|
102
|
|
|||
Percentage rentals from properties disposed
|
|
—
|
|
|
248
|
|
|
(248
|
)
|
|||
|
|
$
|
2,150
|
|
|
$
|
2,229
|
|
|
$
|
(79
|
)
|
|
|
2016
|
|
2015
|
|
Increase/(Decrease)
|
||||||
Expense reimbursements from existing properties
|
|
$
|
30,692
|
|
|
$
|
31,658
|
|
|
$
|
(966
|
)
|
Expense reimbursements from new development
|
|
2,513
|
|
|
—
|
|
|
2,513
|
|
|||
Expense reimbursements from properties disposed
|
|
37
|
|
|
1,706
|
|
|
(1,669
|
)
|
|||
|
|
$
|
33,242
|
|
|
$
|
33,364
|
|
|
$
|
(122
|
)
|
|
|
2016
|
|
2015
|
|
Increase/(Decrease)
|
||||||
Development and leasing
|
|
$
|
192
|
|
|
$
|
581
|
|
|
$
|
(389
|
)
|
Loan guarantee
|
|
182
|
|
|
196
|
|
|
(14
|
)
|
|||
Management and marketing
|
|
747
|
|
|
506
|
|
|
241
|
|
|||
|
|
$
|
1,121
|
|
|
$
|
1,283
|
|
|
$
|
(162
|
)
|
|
|
2016
|
|
2015
|
|
Increase/(Decrease)
|
||||||
Property operating expenses from existing properties
|
|
$
|
33,891
|
|
|
$
|
35,590
|
|
|
$
|
(1,699
|
)
|
Property operating expenses from new developments
|
|
3,926
|
|
|
—
|
|
|
3,926
|
|
|||
Property operating expenses from properties disposed
|
|
57
|
|
|
2,142
|
|
|
(2,085
|
)
|
|||
|
|
$
|
37,874
|
|
|
$
|
37,732
|
|
|
$
|
142
|
|
|
|
2016
|
|
2015
|
|
Increase/(Decrease)
|
||||||
Depreciation and amortization from existing properties
|
|
$
|
22,957
|
|
|
$
|
23,649
|
|
|
$
|
(692
|
)
|
Depreciation and amortization from new developments
|
|
3,610
|
|
|
—
|
|
|
3,610
|
|
|||
Depreciation and amortization from properties disposed
|
|
—
|
|
|
340
|
|
|
(340
|
)
|
|||
|
|
$
|
26,567
|
|
|
$
|
23,989
|
|
|
$
|
2,578
|
|
|
|
2016
|
|
2015
|
|
Increase/(Decrease)
|
||||||
Equity in earnings from existing properties
|
|
$
|
2,706
|
|
|
$
|
2,385
|
|
|
$
|
321
|
|
Equity in earnings from new developments
|
|
793
|
|
|
—
|
|
|
$
|
793
|
|
||
Equity in earnings from properties disposed
|
|
—
|
|
|
158
|
|
|
(158
|
)
|
|||
|
|
$
|
3,499
|
|
|
$
|
2,543
|
|
|
$
|
956
|
|
|
|
Three months ended March 31,
|
|
|
||||||||
|
|
2016
|
|
2015
|
|
Change
|
||||||
Net cash provided by operating activities
|
|
$
|
53,990
|
|
|
$
|
55,380
|
|
|
$
|
(1,390
|
)
|
Net cash provided by (used in) investing activities
|
|
100,836
|
|
|
(49,574
|
)
|
|
150,410
|
|
|||
Net cash used in financing activities
|
|
(158,139
|
)
|
|
(6,648
|
)
|
|
(151,491
|
)
|
|||
Effect of foreign currency rate changes on cash and equivalents
|
|
591
|
|
|
(381
|
)
|
|
972
|
|
|||
Net decrease in cash and cash equivalents
|
|
$
|
(2,722
|
)
|
|
$
|
(1,223
|
)
|
|
$
|
(1,499
|
)
|
•
|
We used restricted cash of $121.3 million to repay in 2016 a portion of our
$150.0 million
floating rate mortgage loan, which had an original maturity date in August 2018, and our
$28.4 million
deferred financing obligation, both of which related to the Deer Park outlet center.
|
•
|
Cash provided from asset sales increased in 2016 compared to 2015, as proceeds from the sale of our Fort Myers outlet center exceeded the proceeds from the sale of our equity interest in the Wisconsin Dells outlet center.
|
•
|
Cash used for additions to rental property decreased due to lower new outlet center construction in 2016 as compared to 2015. The 2015 period included additions for our Foxwoods, Grand Rapids, and Southaven outlet centers, all of which opened throughout 2015, while the 2016 period primarily included construction at our Daytona Beach outlet center.
|
•
|
Increase in cash distributions paid due to a special dividend that was paid in January 2016 and an increase in quarterly dividends paid to common shareholders in 2016.
|
•
|
Increase in cash used for debt repayments, which included the repayments of our Deer Park
$150.0 million
floating rate mortgage loan and our
$7.5 million
unsecured term note. The increase in debt repayments was partially offset by an increase in borrowings.
|
•
|
Cash used for the payment of a deferred financing obligation to a former partner at Deer Park, which increased our legal ownership to 100%.
|
|
|
Three months ended March 31,
|
|
|
||||||||
|
|
2016
|
|
2015
|
|
Change
|
||||||
Capital expenditures analysis:
|
|
|
|
|
|
|
||||||
New center developments
|
|
$
|
21,196
|
|
|
$
|
56,234
|
|
|
$
|
(35,038
|
)
|
Major center renovations
|
|
854
|
|
|
747
|
|
|
107
|
|
|||
Second generation tenant allowances
|
|
1,672
|
|
|
956
|
|
|
716
|
|
|||
Other capital expenditures
|
|
2,129
|
|
|
1,933
|
|
|
196
|
|
|||
|
|
25,851
|
|
|
59,870
|
|
|
(34,019
|
)
|
|||
Conversion from accrual to cash basis
|
|
9,045
|
|
|
(8,826
|
)
|
|
17,871
|
|
|||
Additions to rental property-cash basis
|
|
$
|
34,896
|
|
|
$
|
51,044
|
|
|
$
|
(16,148
|
)
|
•
|
New center development expenditures, which include first generation tenant allowances, relate to construction
expenditures for our Daytona Beach, Southaven, and San Marcos outlet centers in the 2016 period. The 2015 period included new center development expenditures for our Grand Rapids, Southaven, and Foxwoods outlet centers.
|
•
|
Major center renovations in both the 2016 and 2015 periods included construction activities at our Riverhead and our Rehoboth Beach outlet centers. The 2016 period also includes renovations at our Howell outlet center. We expect to spend approximately $30.1 million during 2016 on the renovation of these three outlet centers.
|
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
|
|
$
|
91.3
|
|
$
|
33.4
|
|
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, Ohio
|
50
|
%
|
355
|
|
$
|
267
|
|
$
|
94.9
|
|
$
|
59.9
|
|
2Q16
|
Senior unsecured notes financial covenants
|
Required
|
Actual
|
|
Total consolidated debt to adjusted total assets
|
<60%
|
49
|
%
|
Total secured debt to adjusted total assets
|
<40%
|
6
|
%
|
Total unencumbered assets to unsecured debt
|
>150%
|
187
|
%
|
Joint Venture
|
|
Outlet Center Location
|
|
Ownership %
|
|
Square Feet
(in 000's)
|
|
Carrying Value of Investment (in millions)
|
||||
Columbus
|
|
Columbus, OH
|
|
50.0
|
%
|
|
—
|
|
|
$
|
30.7
|
|
National Harbor
|
|
National Harbor, MD
|
|
50.0
|
%
|
|
339
|
|
|
5.5
|
|
|
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
902
|
|
|
126.4
|
|
|
Savannah
(1)
|
|
Savannah, GA
|
|
50.0
|
%
|
|
377
|
|
|
43.8
|
|
|
Westgate
|
|
Glendale, AZ
|
|
58.0
|
%
|
|
411
|
|
|
12.3
|
|
|
|
|
|
|
|
|
|
|
$
|
218.7
|
|
||
|
|
|
|
|
|
|
|
|
||||
Charlotte
(2)
|
|
Charlotte, NC
|
|
50.0
|
%
|
|
398
|
|
|
$
|
(1.4
|
)
|
Galveston/Houston
(2)
|
|
Texas City, TX
|
|
50.0
|
%
|
|
353
|
|
|
(2.1
|
)
|
|
|
|
|
|
|
|
|
|
$
|
(3.5
|
)
|
(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
(2)
|
|
11.9
|
|
|
May 2020
|
|
5.75%
|
|
26.1
|
%
|
|
3.1
|
|
||
Savannah
(3)
|
|
95.1
|
|
|
May 2017
|
|
LIBOR + 1.65%
|
|
15.8
|
%
|
|
15.0
|
|
||
Westgate
|
|
62.0
|
|
|
June 2017
|
|
LIBOR + 1.75%
|
|
—
|
%
|
|
—
|
|
||
Debt origination costs
|
|
(3.4
|
)
|
|
|
|
|
|
|
|
|
||||
|
|
$
|
407.6
|
|
|
|
|
|
|
|
|
$
|
34.6
|
|
(1)
|
100% completion guaranty; 10% principal guaranty.
|
(2)
|
The joint venture debt amount includes premium of approximately $610,000.
|
(3)
|
100% completion guaranty; $15.0 million principal guaranty.
|
|
|
Three months ended
|
||||||
|
|
March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Fee:
|
|
|
|
|
||||
Development and leasing
|
|
$
|
192
|
|
|
$
|
581
|
|
Loan Guarantee
|
|
182
|
|
|
196
|
|
||
Management and marketing
|
|
747
|
|
|
506
|
|
||
Total Fees
|
|
$
|
1,121
|
|
|
$
|
1,283
|
|
•
|
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.
|
|
|
Three months ended
|
|
||||||
|
|
March 31,
|
|
||||||
|
|
2016
|
|
2015
|
|
||||
FFO
|
|
|
|
|
|
||||
Net income
|
|
$
|
28,617
|
|
|
$
|
36,386
|
|
|
Adjusted for:
|
|
|
|
|
|
||||
Depreciation and amortization of real estate assets - consolidated
|
|
26,205
|
|
|
23,637
|
|
|
||
Depreciation and amortization of real estate assets - unconsolidated joint ventures
|
|
5,339
|
|
|
4,076
|
|
|
||
Gain on sale of assets and interests in unconsolidated entities
|
|
(4,887
|
)
|
|
(13,726
|
)
|
|
||
FFO
|
|
55,274
|
|
|
50,373
|
|
|
||
FFO attributable to noncontrolling interests in other consolidated partnerships
|
|
(47
|
)
|
|
(42
|
)
|
|
||
Allocation of FFO to participating securities
|
|
(569
|
)
|
|
(560
|
)
|
|
||
FFO available to common shareholders and noncontrolling interests in Operating Partnership
|
|
$
|
54,658
|
|
|
$
|
49,771
|
|
|
Tanger Factory Outlet Centers, Inc.:
|
|
|
|
|
|
||||
Weighted average common shares outstanding
(1) (2)
|
|
100,056
|
|
|
99,775
|
|
|
||
Dilutive funds from operations per share
|
|
$
|
0.55
|
|
|
$
|
0.50
|
|
|
Tanger Properties Limited Partnership:
|
|
|
|
|
|
||||
Weighted average Operating Partnership units outstanding
(1)
|
|
100,056
|
|
|
99,775
|
|
|
||
Dilutive funds from operations per unit
|
|
$
|
0.55
|
|
|
$
|
0.50
|
|
|
(1)
|
Includes the dilutive effect of options, restricted common shares not considered participating securities, and notional units.
|
(2)
|
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.
|
|
|
Three months ended
|
|
||||||
|
|
March 31,
|
|
||||||
|
|
2016
|
|
2015
|
|
||||
AFFO
|
|
|
|
|
|
||||
FFO
|
|
$
|
55,274
|
|
|
$
|
50,373
|
|
|
Adjusted for:
|
|
|
|
|
|
||||
Accelerated vesting of share-based compensation
|
|
293
|
|
|
—
|
|
|
||
Write-off of debt costs due to repayment of debt prior to maturity
|
|
882
|
|
|
—
|
|
|
||
AFFO
|
|
56,449
|
|
|
50,373
|
|
|
||
AFFO attributable to noncontrolling interests in other consolidated partnerships
|
|
(47
|
)
|
|
(42
|
)
|
|
||
Allocation of AFFO to participating securities
|
|
(581
|
)
|
|
(560
|
)
|
|
||
AFFO available to common shareholders and noncontrolling interests in Operating Partnership
|
|
$
|
55,821
|
|
|
$
|
49,771
|
|
|
Tanger Factory Outlet Centers, Inc.:
|
|
|
|
|
|
||||
Weighted average common shares outstanding
(1) (2)
|
|
100,056
|
|
|
99,775
|
|
|
||
Dilutive adjusted funds from operations per share
|
|
$
|
0.56
|
|
|
$
|
0.50
|
|
|
Tanger Properties Limited Partnership:
|
|
|
|
|
|
||||
Weighted average Operating Partnership units outstanding
(1)
|
|
100,056
|
|
|
99,775
|
|
|
||
Dilutive adjusted funds from operations per unit
|
|
$
|
0.56
|
|
|
$
|
0.50
|
|
|
(1)
|
Includes the dilutive effect of options, restricted common shares not considered participating securities, and notional units.
|
(2)
|
Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interest are exchanged for common shares of the Company.
|
|
|
Three months ended
|
|
||||||
|
|
March 31,
|
|
||||||
|
|
2016
|
|
2015
|
|
||||
Same Center Net Operating Income - Cash Basis
|
|
|
|
|
|
||||
Income before equity in earnings of unconsolidated joint ventures
|
|
$
|
25,118
|
|
|
$
|
33,843
|
|
|
Interest expense
|
|
14,884
|
|
|
13,089
|
|
|
||
Gain on sale of assets and interests in unconsolidated entities
|
|
(4,887
|
)
|
|
(13,726
|
)
|
|
||
Other nonoperating income (expense)
|
|
(316
|
)
|
|
(306
|
)
|
|
||
Operating income
|
|
34,799
|
|
|
32,900
|
|
|
||
Adjusted to exclude:
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
26,567
|
|
|
23,989
|
|
|
||
Other non-property income and losses
|
|
(264
|
)
|
|
(436
|
)
|
|
||
General and administrative expenses
|
|
11,565
|
|
|
11,305
|
|
|
||
Non-cash adjustments and termination rents
(1)
|
|
(1,477
|
)
|
|
(1,468
|
)
|
|
||
Non-same center NOI
(2)
|
|
(5,558
|
)
|
|
(3,452
|
)
|
|
||
Same Center Net Operating Income - Cash Basis
|
|
$
|
65,632
|
|
|
$
|
62,838
|
|
|
(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; 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.
|
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
||
Fair value of debt
|
|
$
|
1,556,139
|
|
|
$
|
1,615,833
|
|
Recorded value of debt
|
|
$
|
1,475,668
|
|
|
$
|
1,551,924
|
|
TANGER FACTORY OUTLET CENTERS, INC.
|
|
By:
|
/s/ Frank C. Marchisello, Jr.
|
|
Frank C. Marchisello, Jr.
|
|
Executive Vice President and Chief Financial Officer
|
|
|
TANGER PROPERTIES LIMITED PARTNERSHIP
|
|
By: TANGER GP TRUST, its sole general partner
|
|
By:
|
/s/ Frank C. Marchisello, Jr.
|
|
Frank C. Marchisello, Jr.
|
|
Vice President and Treasurer (principle financial officer)
|
Exhibit Number
|
|
Exhibit Descriptions
|
|
|
|
|
|
10.1*
|
|
|
Form of 2016 Outperformance Plan Notional Unit Award agreement.
|
|
|
|
|
10.2
|
|
|
First Amendment to Amended and Restated Term Loan Agreement dated as of April 13, 2016 between Tanger Properties Limited Partnership and Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto (Incorporated by reference to the exhibits to the Company’s Form 8-K dated April 15, 2016).
|
|
|
|
|
12.1*
|
|
|
Company's Ratio of Earnings to Fixed Charges.
|
|
|
|
|
12.2*
|
|
|
Operating Partnership's Ratio of Earnings to Fixed Charges.
|
|
|
|
|
31.1*
|
|
|
Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted 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 18 U.S.C. Section 1350, as Adopted 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 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership.
|
|
|
|
|
31.4*
|
|
|
Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted 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
|
|
|
The following financial statements from Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership's dual Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Other Comprehensive income (unaudited), (iv) Consolidated Statements of Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited), and (vi) Notes to Consolidated Financial Statements (unaudited).
|
|
|
|
|
|
|
* Filed herewith.
|
|
|
|
** Furnished herewith.
|
|
TANGER FACTORY OUTLET CENTERS, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
|
|
|
|
|
|
|
GRANTEE
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Earnings:
|
|
|
|
||||
Income before equity in earnings of unconsolidated joint ventures and noncontrolling interests
(1)
|
$
|
25,118
|
|
|
$
|
33,843
|
|
Add:
|
|
|
|
||||
Distributed income of unconsolidated joint ventures
|
2,709
|
|
|
2,719
|
|
||
Amortization of capitalized interest
|
158
|
|
|
513
|
|
||
Interest expense
|
14,884
|
|
|
13,089
|
|
||
Portion of rent expense - interest factor
|
609
|
|
|
536
|
|
||
Total earnings
|
43,478
|
|
|
50,700
|
|
||
|
|
|
|
||||
Fixed charges:
|
|
|
|
||||
Interest expense
|
14,884
|
|
|
13,089
|
|
||
Capitalized interest and capitalized amortization of debt issue costs
|
507
|
|
|
1,438
|
|
||
Portion of rent expense - interest factor
|
609
|
|
|
536
|
|
||
Total fixed charges
|
$
|
16,000
|
|
|
$
|
15,063
|
|
|
|
|
|
||||
Ratio of earnings to fixed charges
|
2.7
|
|
|
3.4
|
|
(1)
|
Income before equity in earnings of unconsolidated joint ventures and noncontrolling interests includes a $4.9 million gain on the sale of our outlet center in Fort Myers, Florida located near Sanibel Island and a $13.7 million gain on the sale of our equity interest in the Wisconsin Dells joint venture for the period ended March 31, 2016 and March 31, 2015, respectively.
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Earnings:
|
|
|
|
||||
Income before equity in earnings of unconsolidated joint ventures and noncontrolling interests
(1)
|
$
|
25,118
|
|
|
$
|
33,843
|
|
Add:
|
|
|
|
||||
Distributed income of unconsolidated joint ventures
|
2,709
|
|
|
2,719
|
|
||
Amortization of capitalized interest
|
158
|
|
|
513
|
|
||
Interest expense
|
14,884
|
|
|
13,089
|
|
||
Portion of rent expense - interest factor
|
609
|
|
|
536
|
|
||
Total earnings
|
43,478
|
|
|
50,700
|
|
||
|
|
|
|
||||
Fixed charges:
|
|
|
|
||||
Interest expense
|
14,884
|
|
|
13,089
|
|
||
Capitalized interest and capitalized amortization of debt issue costs
|
507
|
|
|
1,438
|
|
||
Portion of rent expense - interest factor
|
609
|
|
|
536
|
|
||
Total fixed charges
|
$
|
16,000
|
|
|
$
|
15,063
|
|
|
|
|
|
||||
Ratio of earnings to fixed charges
|
2.7
|
|
|
3.4
|
|
(1)
|
Income before equity in earnings of unconsolidated joint ventures and noncontrolling interests includes a $4.9 million gain on the sale of our outlet center in Fort Myers, Florida located near Sanibel Island and a $13.7 million gain on the sale of our equity interest in the Wisconsin Dells joint venture for the period ended March 31, 2016 and March 31, 2015, respectively.
|
1.
|
I have reviewed this
quarterly
report on Form
10-Q
of Tanger Factory Outlet Centers, Inc. for the
period ended
March 31, 2016
;
|
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
quarterly
report on Form
10-Q
of Tanger Factory Outlet Centers, Inc. for the
period ended
March 31, 2016
;
|
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 quarterly report on Form 10-Q of Tanger Properties Limited Partnership for the period ended March 31, 2016;
|
||
|
|
||
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):
|
||
|
|
|
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(a)
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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
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(b)
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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.
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Date:
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May 4, 2016
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/s/ Steven B. Tanger
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Steven B. Tanger
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President and Chief Executive Officer
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Tanger GP Trust, sole general partner of the Operating Partnership
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1
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I have reviewed this quarterly report on Form 10-Q of Tanger Properties Limited Partnership for the period ended March 31, 2016;
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2
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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;
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3
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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;
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4
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5
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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):
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(a)
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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
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(b)
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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.
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Date:
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May 4, 2016
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|
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/s/ Frank C. Marchisello, Jr.
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Frank C. Marchisello, Jr.
|
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Vice-President and Treasurer
|
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Tanger GP Trust, sole general partner of the Operating Partnership
(Principal Financial Officer)
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Date:
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May 4, 2016
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/s/ Steven B. Tanger
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Steven B. Tanger
President and Chief Executive Officer
Tanger Factory Outlet Centers, Inc.
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Date:
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May 4, 2016
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/s/ Frank C. Marchisello, Jr.
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Frank C. Marchisello, Jr.
Executive Vice President and Chief Financial Officer Tanger Factory Outlet Centers, Inc.
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(i)
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the accompanying
Quarterly
Report on Form
10-Q
of the Operating Partnership for the
period ended
March 31, 2016
(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
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(ii)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
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Date:
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May 4, 2016
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/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
Quarterly
Report on Form
10-Q
of the Operating Partnership for the
period ended
March 31, 2016
(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
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(ii)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
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Date:
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May 4, 2016
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/s/ Frank C. Marchisello, Jr.
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Frank C. Marchisello, Jr.
|
|
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Vice President and Treasurer
Tanger GP Trust, sole general partner of the Operating Partnership
(Principal Financial Officer)
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