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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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North Carolina (Tanger Factory Outlet Centers, Inc.)
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56-1815473
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North Carolina (Tanger Properties Limited Partnership)
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56-1822494
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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3200 Northline Avenue, Suite 360
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(336) 292-3010
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Greensboro, NC 27408
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(Registrant's telephone number)
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(Address of principal executive offices)
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Securities registered pursuant to Section 12(b) of the Act:
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Tanger Factory Outlet Centers, Inc.:
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Title of each class
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Name of exchange on which registered
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Common Shares, $.01 par value
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New York Stock Exchange
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Tanger Properties Limited Partnership:
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None
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Securities registered pursuant to Section 12(g) of the Act:
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Tanger Factory Outlet Centers, Inc.: None
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Tanger Properties Limited Partnership: None
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Tanger Factory Outlet Centers, Inc.
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Yes
x
No
o
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Tanger Properties Limited Partnership
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Yes
x
No
o
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Tanger Factory Outlet Centers, Inc.
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Yes
o
No
x
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Tanger Properties Limited Partnership
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Yes
o
No
x
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Tanger Factory Outlet Centers, Inc.
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Yes
x
No
o
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Tanger Properties Limited Partnership
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Yes
x
No
o
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Tanger Factory Outlet Centers, Inc.
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Yes
x
No
o
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Tanger Properties Limited Partnership
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Yes
x
No
o
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Tanger Factory Outlet Centers, Inc.
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||
Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Emerging growth company
o
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Tanger Properties Limited Partnership
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||
Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Emerging growth company
o
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Tanger Factory Outlet Centers, Inc.
|
o
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Tanger Properties Limited Partnership
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o
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Tanger Factory Outlet Centers, Inc.
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Yes
o
No
x
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Tanger Properties Limited Partnership
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Yes
o
No
x
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•
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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;
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•
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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
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•
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creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.
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•
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Consolidated financial statements;
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•
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The following notes to the consolidated financial statements:
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•
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Debt of the Company and the Operating Partnership;
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•
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Shareholders' Equity and Partners' Equity;
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•
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Earnings Per Share and Earnings Per Unit;
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•
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Accumulated Other Comprehensive Income of the Company and the Operating Partnership;
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•
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Liquidity and Capital Resources in the Management's Discussion and Analysis of Financial Condition and Results of Operations.
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ITEM 1.
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BUSINESS
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•
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significant expenditure of money and time on projects that may be delayed or never be completed;
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•
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higher than projected construction costs;
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•
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shortage of construction materials and supplies;
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•
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failure to obtain zoning, occupancy or other governmental approvals or to the extent required, tenant approvals; and
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•
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late completion because of construction delays, delays in the receipt of zoning, occupancy and other approvals or other factors outside of our control.
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•
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adverse effects of changes in the exchange rates between the US and Canadian dollar;
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•
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changes in Canadian political and economic environments, regionally, nationally, and locally;
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•
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challenges of complying with a wide variety of foreign laws;
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•
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changes in applicable laws and regulations in the United States that affect foreign operations;
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•
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property management services being provided directly by our 50/50 co-owner, not by us; and
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•
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obstacles to the repatriation of earnings and cash.
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•
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temporarily reducing individual U.S. federal income tax rates on ordinary income;
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•
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permanently eliminating the progressive corporate tax rate structure, which previously imposed a maximum corporate tax rate of 35%, and replacing it with a flat corporate tax rate of 21%;
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•
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permitting a deduction for certain pass-through business income, including dividends received by our shareholders from us that are not designated by us as capital gain dividends or qualified dividend income, which will allow individuals, trusts, and estates to deduct up to 20% of such amounts for taxable years beginning after December 31, 2017 and before January 1, 2026;
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•
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reducing the highest rate of withholding with respect to our distributions to non-U.S. stockholders that are treated as attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%;
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•
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generally limiting the deduction for net business interest expense in excess of 30% of a business’s “adjusted taxable income,” except for taxpayers (including certain REITs) that engage in certain real estate businesses and elect out of this rule (provided that such electing taxpayers must use an alternative depreciation system with longer depreciation periods); and
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•
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eliminating the corporate alternative minimum tax
.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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Outlet Center
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Acres
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Expiration
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Expiration including renewal terms
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Myrtle Beach Hwy 17, SC
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40.0
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2027
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2096
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Atlantic City, NJ
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21.3
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2101
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2101
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Ocean City, MD
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18.5
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2084
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2084
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Sevierville, TN
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43.6
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2086
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2086
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Riverhead, NY
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47.0
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2019
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2039
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Mashantucket, CT (Foxwoods)
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8.1
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2040
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2090
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Rehoboth Beach, DE
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2.7
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2044
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(1)
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(1)
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Lease may be renewed at our option for additional terms of twenty years each.
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State
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Number of
Outlet Centers
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Square
Feet
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%
of Square Feet
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South Carolina
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5
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1,599,024
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12
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New York
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2
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1,469,865
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11
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Georgia
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3
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1,121,579
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9
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Texas
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3
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1,001,357
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8
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Pennsylvania
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3
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997,741
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8
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Michigan
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2
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671,539
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5
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Delaware
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1
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557,404
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4
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Alabama
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1
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556,677
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4
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North Carolina
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3
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505,056
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4
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New Jersey
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1
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489,706
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4
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Tennessee
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1
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448,355
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3
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Ohio
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1
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411,793
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3
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Arizona
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1
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410,783
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3
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Florida
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1
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351,704
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3
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Missouri
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1
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329,861
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3
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Louisiana
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1
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|
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321,066
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3
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Mississippi
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1
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320,348
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3
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Utah
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1
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319,661
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2
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Connecticut
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1
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311,614
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2
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Iowa
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1
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276,331
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2
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New Hampshire
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1
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250,107
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2
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Maryland
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1
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199,425
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2
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Total
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36
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12,920,996
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100
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Location
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Legal Ownership %
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Square Feet
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% Occupied
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||
Consolidated Outlet Centers
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|
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Deer Park, New York
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100
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740,159
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|
95
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Riverhead, New York
(1)
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|
100
|
|
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729,706
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|
|
97
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Rehoboth Beach, Delaware
(1)
|
|
100
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|
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557,404
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|
|
98
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Foley, Alabama
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100
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556,677
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99
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Atlantic City, New Jersey
(1) (4)
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|
100
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489,706
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|
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88
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San Marcos, Texas
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|
100
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471,816
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|
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98
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Sevierville, Tennessee
(1)
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|
100
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448,355
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|
|
100
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Savannah, Georgia
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|
100
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|
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429,089
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|
|
96
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Myrtle Beach Hwy 501, South Carolina
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|
100
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425,334
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|
|
93
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Jeffersonville, Ohio
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|
100
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|
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411,793
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93
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Glendale, Arizona (Westgate)
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|
100
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410,783
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|
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98
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Myrtle Beach Hwy 17, South Carolina
(1)
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|
100
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|
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403,339
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|
|
99
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Charleston, South Carolina
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|
100
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|
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382,117
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|
|
99
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Lancaster, Pennsylvania
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|
100
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|
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377,283
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|
|
95
|
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Pittsburgh, Pennsylvania
|
|
100
|
|
|
372,958
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|
|
98
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Commerce, Georgia
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|
100
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|
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371,408
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|
|
100
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Grand Rapids, Michigan
|
|
100
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|
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357,080
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|
|
96
|
|
Fort Worth, Texas
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|
100
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|
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351,741
|
|
|
94
|
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Daytona Beach, Florida
|
|
100
|
|
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351,704
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|
|
98
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Branson, Missouri
|
|
100
|
|
|
329,861
|
|
|
99
|
|
Locust Grove, Georgia
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|
100
|
|
|
321,082
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|
|
97
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|
Gonzales, Louisiana
|
|
100
|
|
|
321,066
|
|
|
97
|
|
Southaven, Mississippi
(2) (4)
|
|
50
|
|
|
320,348
|
|
|
95
|
|
Park City, Utah
|
|
100
|
|
|
319,661
|
|
|
96
|
|
Mebane, North Carolina
|
|
100
|
|
|
318,886
|
|
|
99
|
|
Howell, Michigan
|
|
100
|
|
|
314,459
|
|
|
97
|
|
Mashantucket, Connecticut (Foxwoods)
(1)
|
|
100
|
|
|
311,614
|
|
|
94
|
|
Williamsburg, Iowa
|
|
100
|
|
|
276,331
|
|
|
96
|
|
Tilton, New Hampshire
|
|
100
|
|
|
250,107
|
|
|
94
|
|
Hershey, Pennsylvania
|
|
100
|
|
|
247,500
|
|
|
96
|
|
Hilton Head II, South Carolina
|
|
100
|
|
|
206,564
|
|
|
94
|
|
Ocean City, Maryland
(1)
|
|
100
|
|
|
199,425
|
|
|
98
|
|
Hilton Head I, South Carolina
|
|
100
|
|
|
181,670
|
|
|
99
|
|
Terrell, Texas
|
|
100
|
|
|
177,800
|
|
|
96
|
|
Blowing Rock, North Carolina
|
|
100
|
|
|
104,009
|
|
|
98
|
|
Nags Head, North Carolina
|
|
100
|
|
|
82,161
|
|
|
87
|
|
Total
|
|
|
|
12,920,996
|
|
|
96
|
(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.
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(3)
|
Excludes the occupancy rate at our Fort Worth center which opened during the fourth quarter of 2017 and has not yet stabilized.
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(4)
|
Property encumbered by mortgage. See notes 8 and 9 to the consolidated financial statements for further details of our debt obligations.
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Location
|
|
Legal Ownership %
|
|
Square Feet
|
|
% Occupied
|
|
||
Unconsolidated joint venture properties
|
|
|
|
|
|
|
|
||
Charlotte, North Carolina
(1)
|
|
50
|
|
|
397,857
|
|
|
99
|
|
Columbus, Ohio
(1)
|
|
50
|
|
|
355,245
|
|
|
95
|
|
Ottawa, Ontario
|
|
50
|
|
|
354,978
|
|
|
94
|
|
Texas City, Texas (Galveston/Houston)
(1)
|
|
50
|
|
|
352,705
|
|
|
98
|
|
National Harbor, Maryland
(1)
|
|
50
|
|
|
341,156
|
|
|
98
|
|
Cookstown, Ontario
|
|
50
|
|
|
307,779
|
|
|
98
|
|
Bromont, Quebec
|
|
50
|
|
|
161,307
|
|
|
72
|
|
Saint-Sauveur, Quebec
(1)
|
|
50
|
|
|
99,405
|
|
|
96
|
|
Total
|
|
|
|
2,370,432
|
|
|
95
|
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(1)
|
Property encumbered by mortgage. See Note 6, to the consolidated financial statements for further details of our debt obligations.
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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
|
||||||
2018
|
|
179
|
|
|
758
|
|
|
$
|
25.41
|
|
|
$
|
19,263
|
|
|
7
|
2019
|
|
273
|
|
|
1,154
|
|
|
24.87
|
|
|
28,700
|
|
|
10
|
||
2020
|
|
311
|
|
|
1,613
|
|
|
22.00
|
|
|
35,489
|
|
|
12
|
||
2021
|
|
285
|
|
|
1,473
|
|
|
23.13
|
|
|
34,072
|
|
|
12
|
||
2022
|
|
271
|
|
|
1,226
|
|
|
25.38
|
|
|
31,119
|
|
|
11
|
||
2023
|
|
200
|
|
|
1,103
|
|
|
23.04
|
|
|
25,417
|
|
|
9
|
||
2024
|
|
144
|
|
|
645
|
|
|
33.16
|
|
|
21,389
|
|
|
7
|
||
2025
|
|
278
|
|
|
1,259
|
|
|
27.55
|
|
|
34,682
|
|
|
12
|
||
2026
|
|
237
|
|
|
1,002
|
|
|
26.87
|
|
|
26,923
|
|
|
9
|
||
2027
|
|
143
|
|
|
708
|
|
|
24.94
|
|
|
17,661
|
|
|
6
|
||
2028 and after
|
|
77
|
|
|
674
|
|
|
19.96
|
|
|
13,451
|
|
|
5
|
||
|
|
2,398
|
|
|
11,615
|
|
|
$
|
24.81
|
|
|
$
|
288,166
|
|
|
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 1.3 million square feet.
|
(2)
|
Annualized base rent is defined as the minimum monthly payments due as of February 1,
2018
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.
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Occupancy
|
|
97
|
%
|
|
98
|
%
|
|
97
|
%
|
|
98
|
%
|
|
99
|
%
|
|||||
Average annual base rent per square foot
(1)
|
|
$
|
25.81
|
|
|
$
|
26.10
|
|
|
$
|
25.19
|
|
|
$
|
23.78
|
|
|
$
|
22.98
|
|
(1)
|
Average annual base rent per square foot is calculated based on base rental revenues recognized during the year on a straight-line basis including non-cash adjustments to base rent required by United States Generally Accepted Accounting Principles ("GAAP") and 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
|
||
2017
(2)
|
|
1,549
|
|
|
12
|
|
1,296
|
|
|
84
|
2016
(3)
|
|
1,440
|
|
|
12
|
|
1,223
|
|
|
85
|
2015
(4)
|
|
1,532
|
|
|
13
|
|
1,282
|
|
|
84
|
2014
(5)
|
|
1,613
|
|
|
14
|
|
1,241
|
|
|
77
|
2013
|
|
1,950
|
|
|
18
|
|
1,574
|
|
|
81
|
(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 Westbrook outlet center, which was sold in 2017.
|
(3)
|
Excludes Fort Myers outlet center, which was sold in 2016.
|
(4)
|
Excludes the outlet centers in Kittery I & II, Tuscola, West Branch, and Barstow, which were sold during 2015.
|
(5)
|
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
|
||||||||||
2017
(2)(3)
|
|
1,261
|
|
|
$
|
28.21
|
|
|
$
|
30.65
|
|
|
9
|
|
413
|
|
|
$
|
30.46
|
|
|
$
|
33.24
|
|
|
9
|
2016
(2)(4)
|
|
1,187
|
|
|
27.44
|
|
|
32.26
|
|
|
18
|
|
384
|
|
|
32.15
|
|
|
42.84
|
|
|
33
|
||||
2015
(5)
|
|
1,282
|
|
|
21.77
|
|
|
26.06
|
|
|
20
|
|
444
|
|
|
24.33
|
|
|
31.48
|
|
|
29
|
||||
2014
(6)
|
|
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
|
(1)
|
The square footage released to new tenants for 2017, 2016, 2015, 2014, and 2013 contains 107,000, 93,000 149,000, 207,000, and 224,000, respectively, that was released to new tenants upon expiration of an existing lease during the respective year.
|
(2)
|
Includes both minimum base rent and common area maintenance rents.
|
(3)
|
Excludes Westbrook outlet center, which was sold in 2017.
|
(4)
|
Excludes Fort Myers outlet center, which was sold in 2016 and includes the Westgate and Savannah outlet centers, which are both now consolidated due to the acquisition of the other joint venture partners' interests during 2016 .
|
(5)
|
Excludes the outlet centers in Kittery I & II, Tuscola, West Branch, and Barstow, which were sold during 2015.
|
(6)
|
Excludes the Lincoln City outlet center, which was sold in 2014.
|
Year
|
|
Occupancy Costs as a
% of Tenant Sales
|
|
2017
|
|
10.0
|
|
2016
|
|
9.9
|
|
2015
|
|
9.3
|
|
2014
|
|
8.9
|
|
2013
|
|
8.6
|
|
Tenant
|
|
Number of Stores
|
|
Square Feet
|
|
% of Total Square Feet
|
||
The Gap, Inc.:
|
|
|
|
|
|
|
||
Old Navy
|
|
30
|
|
|
437,584
|
|
|
3.4
|
GAP
|
|
34
|
|
|
315,134
|
|
|
2.4
|
Banana Republic
|
|
33
|
|
|
269,930
|
|
|
2.1
|
|
|
97
|
|
|
1,022,648
|
|
|
7.9
|
Ascena Retail Group, Inc.:
|
|
|
|
|
|
|
||
Dress Barn
|
|
28
|
|
|
225,298
|
|
|
1.7
|
Loft
|
|
31
|
|
|
204,535
|
|
|
1.6
|
Ann Taylor
|
|
24
|
|
|
154,291
|
|
|
1.2
|
Lane Bryant
|
|
24
|
|
|
121,663
|
|
|
0.9
|
Justice
|
|
26
|
|
|
112,752
|
|
|
0.9
|
Maurice's
|
|
12
|
|
|
58,561
|
|
|
0.5
|
|
|
145
|
|
|
877,100
|
|
|
6.8
|
Nike, Inc.:
|
|
|
|
|
|
|
||
Nike
|
|
30
|
|
|
422,279
|
|
|
3.3
|
Converse
|
|
13
|
|
|
43,772
|
|
|
0.3
|
Hurley
|
|
1
|
|
|
2,133
|
|
|
*
|
|
|
44
|
|
|
468,184
|
|
|
3.6
|
PVH Corp.:
|
|
|
|
|
|
|
||
Tommy Hilfiger
|
|
31
|
|
|
233,074
|
|
|
1.8
|
Van Heusen
|
|
24
|
|
|
97,599
|
|
|
0.8
|
Calvin Klein, Inc.
|
|
12
|
|
|
79,435
|
|
|
0.6
|
|
|
67
|
|
|
410,108
|
|
|
3.2
|
H&M Group:
|
|
|
|
|
|
|
||
H&M
|
|
19
|
|
|
407,342
|
|
|
3.2
|
|
|
19
|
|
|
407,342
|
|
|
3.2
|
|
|
|
|
|
|
|
||
Ralph Lauren Corporation:
|
|
|
|
|
|
|
||
Polo Ralph Lauren
|
|
31
|
|
|
340,768
|
|
|
2.6
|
Polo Children
|
|
4
|
|
|
20,607
|
|
|
0.2
|
Polo Ralph Lauren Big & Tall
|
|
2
|
|
|
9,230
|
|
|
0.1
|
Lauren Ralph Lauren
|
|
1
|
|
|
6,250
|
|
|
*
|
|
|
38
|
|
|
376,855
|
|
|
2.9
|
V. F. Corporation:
|
|
|
|
|
|
|
||
VF Outlet
|
|
10
|
|
|
183,639
|
|
|
1.4
|
Nautica
|
|
10
|
|
|
49,078
|
|
|
0.4
|
The North Face
|
|
7
|
|
|
51,445
|
|
|
0.4
|
Timberland
|
|
8
|
|
|
41,426
|
|
|
0.3
|
Vans
|
|
9
|
|
|
37,702
|
|
|
0.3
|
|
|
44
|
|
|
363,290
|
|
|
2.8
|
|
|
|
|
|
|
|
||
G-III Apparel Group, Ltd.:
|
|
|
|
|
|
|
||
Bass
|
|
29
|
|
|
165,562
|
|
|
1.3
|
Wilson's Leather
|
|
31
|
|
|
116,148
|
|
|
0.9
|
DKNY Donna Karan New York
|
|
2
|
|
|
7,000
|
|
|
0.1
|
|
|
62
|
|
|
288,710
|
|
|
2.3
|
|
|
|
|
|
|
|
||
Carter's Inc.:
|
|
|
|
|
|
|
||
OshKosh B'Gosh
|
|
30
|
|
|
123,943
|
|
|
0.9
|
Carter's
|
|
32
|
|
|
143,563
|
|
|
1.1
|
|
|
62
|
|
|
267,506
|
|
|
2.0
|
Under Armour, Inc.:
|
|
|
|
|
|
|
||
Under Armour
|
|
30
|
|
|
247,374
|
|
|
1.9
|
Under Armour Kids
|
|
3
|
|
|
10,022
|
|
|
0.1
|
|
|
33
|
|
|
257,396
|
|
|
2.0
|
|
|
|
|
|
|
|
||
Total of all tenants listed in table
|
|
611
|
|
|
4,739,139
|
|
|
36.7
|
Deer Park
|
|
Square Feet
|
|
2017
|
|
2016
|
|
2015
|
|||||||
Outlet Center Occupancy
|
|
749,074
|
|
|
95
|
%
|
|
97
|
%
|
|
95
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Average base rental rates per weighted average square foot
(1)
|
|
|
|
$
|
31.64
|
|
|
$
|
30.24
|
|
|
$
|
30.34
|
|
(1)
|
Average annual base rent per square foot is calculated based on base rental revenues recognized during the year on a straight-line basis including non-cash adjustments to base rent required by GAAP and the effects of inducements and rent concessions.
|
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
|
|||||||
2018
|
|
19
|
|
|
103
|
|
|
$
|
32.78
|
|
|
$
|
3,376
|
|
|
16
|
|
2019
|
|
18
|
|
|
68
|
|
|
45.97
|
|
|
3,126
|
|
|
15
|
|
||
2020
|
|
6
|
|
|
21
|
|
|
45.86
|
|
|
963
|
|
|
4
|
|
||
2021
|
|
10
|
|
|
54
|
|
|
49.04
|
|
|
2,648
|
|
|
12
|
|
||
2022
|
|
3
|
|
|
11
|
|
|
32.00
|
|
|
352
|
|
|
2
|
|
||
2023
|
|
6
|
|
|
80
|
|
|
20.20
|
|
|
1,616
|
|
|
7
|
|
||
2024
|
|
8
|
|
|
75
|
|
|
31.31
|
|
|
2,348
|
|
|
11
|
|
||
2025
|
|
6
|
|
|
26
|
|
|
22.00
|
|
|
572
|
|
|
3
|
|
||
2026
|
|
6
|
|
|
17
|
|
|
25.41
|
|
|
432
|
|
|
2
|
|
||
2027
|
|
6
|
|
|
19
|
|
|
37.21
|
|
|
707
|
|
|
3
|
|
||
2028 and thereafter
|
|
8
|
|
|
204
|
|
|
26.57
|
|
|
5,421
|
|
|
25
|
|
||
Total
|
|
96
|
|
|
678
|
|
|
$
|
31.80
|
|
|
$
|
21,561
|
|
|
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 62,000 square feet.
|
(2)
|
Annualized base rent is defined as the minimum monthly payments due as of February 1,
2018
, 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
|
|
69
|
|
Director, Chief Executive Officer
|
Thomas E. McDonough
|
|
59
|
|
Executive Vice President - President and Chief Operating Officer
|
Chad D. Perry
|
|
46
|
|
Executive Vice President - General Counsel and Secretary
|
James F. Williams
|
|
53
|
|
Senior Vice President - Chief Financial Officer
|
Lisa J. Morrison
|
|
58
|
|
Senior Vice President - Leasing
|
Carrie A. Warren
|
|
55
|
|
Senior Vice President - Chief Marketing Officer
|
Virginia R. Summerell
|
|
59
|
|
Senior Vice President of Finance - Treasurer and Assistant Secretary
|
Charles A. Worsham
|
|
46
|
|
Senior Vice President - Construction and Development
|
Thomas J. Guerrieri Jr.
|
|
45
|
|
Vice President - Chief Accounting Officer and Controller
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
2017
|
|
High
|
|
Low
|
|
Common Dividends Paid
|
|
||||||
First Quarter
|
|
$
|
37.34
|
|
|
$
|
30.98
|
|
|
$
|
0.3250
|
|
|
Second Quarter
|
|
33.68
|
|
|
24.71
|
|
|
0.3425
|
|
|
|||
Third Quarter
|
|
27.88
|
|
|
23.06
|
|
|
0.3425
|
|
|
|||
Fourth Quarter
|
|
26.73
|
|
|
21.81
|
|
|
0.3425
|
|
|
|||
Year 2017
|
|
$
|
37.34
|
|
|
$
|
21.81
|
|
|
$
|
1.3525
|
|
|
|
|
|
|
|
|
|
|
||||||
2016
|
|
High
|
|
Low
|
|
Common Dividends Paid
|
|
||||||
First Quarter
|
|
$
|
36.51
|
|
|
$
|
29.46
|
|
|
$
|
0.2850
|
|
|
Second Quarter
|
|
40.22
|
|
|
33.71
|
|
|
0.3250
|
|
|
|||
Third Quarter
|
|
42.20
|
|
|
38.01
|
|
|
0.3250
|
|
|
|||
Fourth Quarter
|
|
38.77
|
|
|
32.71
|
|
|
0.3250
|
|
|
|||
Year 2016
|
|
$
|
42.20
|
|
|
$
|
29.46
|
|
|
$
|
1.2600
|
|
|
Period
|
|
Total number of shares purchased
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs
(in millions)
|
||||||
October 1, 2017 to October 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
75.7
|
|
November 1, 2017 to November 30, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75.7
|
|
||
December 1, 2017 to December 31, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75.7
|
|
||
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
75.7
|
|
|
|
|
Period Ended
|
||||||||||||||
Index
|
12/31/2012
|
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
|||||
Tanger Factory Outlet Centers, Inc.
|
100.00
|
|
|
95.99
|
|
|
113.83
|
|
|
104.55
|
|
|
118.51
|
|
|
92.08
|
|
SNL US REIT Equity
|
100.00
|
|
|
103.72
|
|
|
132.24
|
|
|
135.89
|
|
|
147.96
|
|
|
159.94
|
|
SNL US REIT Retail
|
100.00
|
|
|
103.15
|
|
|
131.84
|
|
|
137.26
|
|
|
138.66
|
|
|
131.76
|
|
|
|
2017
|
|
2016
|
||||
First Quarter
|
|
$
|
0.3250
|
|
|
$
|
0.285
|
|
Second Quarter
|
|
0.3425
|
|
|
0.325
|
|
||
Third Quarter
|
|
0.3425
|
|
|
0.325
|
|
||
Fourth Quarter
|
|
0.3425
|
|
|
0.325
|
|
||
Distributions per unit
|
|
$
|
1.3525
|
|
|
$
|
1.260
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA (TANGER FACTORY OUTLET CENTERS, INC.)
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(in thousands, except per share and outlet center data)
|
||||||||||||||||||
OPERATING DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
488,234
|
|
|
$
|
465,834
|
|
|
$
|
439,369
|
|
|
$
|
418,558
|
|
|
$
|
384,819
|
|
Operating income
|
|
160,723
|
|
|
151,277
|
|
|
144,461
|
|
|
131,863
|
|
|
127,705
|
|
|||||
Net income
(1)(2)(3)(4)(5)
|
|
71,876
|
|
|
204,329
|
|
|
222,168
|
|
|
78,152
|
|
|
113,321
|
|
|||||
Net income available to common shareholders
(1)(2)(3)(4)(5)
|
|
66,793
|
|
|
191,818
|
|
|
208,792
|
|
|
72,139
|
|
|
106,431
|
|
|||||
SHARE DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income available to common
shareholders
(1)(2)(3)(4)(5)
|
|
$
|
0.71
|
|
|
$
|
2.02
|
|
|
$
|
2.20
|
|
|
$
|
0.77
|
|
|
$
|
1.14
|
|
Weighted average common shares
|
|
94,506
|
|
|
95,102
|
|
|
94,698
|
|
|
93,769
|
|
|
93,311
|
|
|||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income available to common
shareholders
(1)(2)(3)(4)(5)
|
|
$
|
0.71
|
|
|
$
|
2.01
|
|
|
$
|
2.20
|
|
|
$
|
0.77
|
|
|
$
|
1.13
|
|
Weighted average common shares
|
|
94,522
|
|
|
95,345
|
|
|
94,759
|
|
|
93,839
|
|
|
94,247
|
|
|||||
Common dividends
(6)
|
|
$
|
1.3525
|
|
|
$
|
1.2600
|
|
|
$
|
1.3050
|
|
|
$
|
0.9450
|
|
|
$
|
0.8850
|
|
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate assets, before depreciation
|
|
$
|
3,088,470
|
|
|
$
|
2,965,907
|
|
|
$
|
2,513,217
|
|
|
$
|
2,263,603
|
|
|
$
|
2,249,819
|
|
Total assets
|
|
2,540,105
|
|
|
2,526,214
|
|
|
2,314,825
|
|
|
2,085,534
|
|
|
1,995,638
|
|
|||||
Debt
|
|
1,763,651
|
|
|
1,687,866
|
|
|
1,551,924
|
|
|
1,431,068
|
|
|
1,317,231
|
|
|||||
Total equity
|
|
612,302
|
|
|
705,441
|
|
|
606,032
|
|
|
523,886
|
|
|
557,595
|
|
|||||
CASH FLOW DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
253,159
|
|
|
$
|
239,316
|
|
|
$
|
220,755
|
|
|
$
|
188,771
|
|
|
$
|
187,486
|
|
Investing activities
|
|
(117,545
|
)
|
|
(45,501
|
)
|
|
(221,827
|
)
|
|
(188,588
|
)
|
|
(174,226
|
)
|
|||||
Financing activities
|
|
(141,679
|
)
|
|
(203,467
|
)
|
|
6,854
|
|
|
1,977
|
|
|
(7,072
|
)
|
|||||
OTHER DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Square feet open:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
12,930
|
|
|
12,710
|
|
|
11,746
|
|
|
11,346
|
|
|
11,537
|
|
|||||
Partially-owned (unconsolidated)
|
|
2,370
|
|
|
2,348
|
|
|
2,747
|
|
|
2,606
|
|
|
1,719
|
|
|||||
Number of outlet centers:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
36
|
|
|
36
|
|
|
34
|
|
|
36
|
|
|
37
|
|
|||||
Partially-owned (unconsolidated)
|
|
8
|
|
|
8
|
|
|
9
|
|
|
9
|
|
|
7
|
|
(1)
|
For the year ended December 31, 2017, net income includes a $6.9 million gain on the sale of our outlet center in Westbrook, Connecticut, a $35.6 million loss on early extinguishment of debt related to the early redemption of senior notes due 2020 and a $9.0 million impairment charge, associated with our RioCan Canada unconsolidated joint ventures.
|
(2)
|
For the year ended December 31, 2016, net income includes gains of approximately $95.5 million related to the acquisitions of our other venture partners' equity interests in the Westgate and Savannah joint ventures, and $6.3 million in gains on the sale of our Fort Myers, Florida outlet center and the sale of an outparcel at our Hwy 501 outlet center in Myrtle Beach, South Carolina.
|
(3)
|
For the year ended December 31, 2015, net income includes gains of approximately $120.4 million from the sale of our equity interest in the Wisconsin Dells joint venture and the sale of our Kittery I & II, Tuscola, West Branch and Barstow outlet centers.
|
(4)
|
For the year ended December 31, 2014, 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.
|
(5)
|
For the year ended December 31, 2013, net income includes 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.
|
(6)
|
For the year ended December 31, 2015, common dividends include a special dividend paid on January 15, 2016 to holders of record as of December 31, 2015.
|
ITEM 6.
|
SELECTED FINANCIAL DATA (TANGER PROPERTIES LIMITED PARTNERSHIP)
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(in thousands, except per unit and outlet center data)
|
||||||||||||||||||
OPERATING DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
488,234
|
|
|
$
|
465,834
|
|
|
$
|
439,369
|
|
|
$
|
418,558
|
|
|
$
|
384,819
|
|
Operating income
|
|
160,723
|
|
|
151,277
|
|
|
144,461
|
|
|
131,863
|
|
|
127,705
|
|
|||||
Net income
(1)(2)(3)(4)(5)
|
|
71,876
|
|
|
204,329
|
|
|
222,168
|
|
|
78,152
|
|
|
113,321
|
|
|||||
Net income available to common unitholders
(1)(2)(3)(4)(5)
|
|
70,402
|
|
|
202,103
|
|
|
220,118
|
|
|
76,175
|
|
|
112,071
|
|
|||||
UNIT DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income available to common unitholders
(1)(2)(3)(4)(5)
|
|
$
|
0.71
|
|
|
$
|
2.02
|
|
|
$
|
2.21
|
|
|
$
|
0.77
|
|
|
$
|
1.14
|
|
Weighted average common units
|
|
99,533
|
|
|
100,155
|
|
|
99,777
|
|
|
98,883
|
|
|
98,193
|
|
|||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income available to common unitholders
(1)(2)(3)(4)(5)
|
|
$
|
0.71
|
|
|
$
|
2.01
|
|
|
$
|
2.20
|
|
|
$
|
0.77
|
|
|
$
|
1.13
|
|
Weighted average common units
|
|
99,549
|
|
|
100,398
|
|
|
99,838
|
|
|
98,953
|
|
|
99,129
|
|
|||||
Common distributions
(6)
|
|
$
|
1.3525
|
|
|
$
|
1.2600
|
|
|
$
|
1.3050
|
|
|
$
|
0.9450
|
|
|
$
|
0.8850
|
|
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate assets, before depreciation
|
|
$
|
3,088,470
|
|
|
$
|
2,965,907
|
|
|
$
|
2,513,217
|
|
|
$
|
2,263,603
|
|
|
$
|
2,249,819
|
|
Total assets
|
|
2,539,434
|
|
|
2,525,687
|
|
|
2,314,154
|
|
|
2,083,959
|
|
|
1,995,132
|
|
|||||
Debt
|
|
1,763,651
|
|
|
1,687,866
|
|
|
1,551,924
|
|
|
1,431,068
|
|
|
1,317,231
|
|
|||||
Total equity
|
|
612,302
|
|
|
705,441
|
|
|
606,032
|
|
|
523,886
|
|
|
557,595
|
|
|||||
CASH FLOW DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
253,131
|
|
|
$
|
239,299
|
|
|
$
|
221,818
|
|
|
$
|
187,959
|
|
|
$
|
187,269
|
|
Investing activities
|
|
(117,545
|
)
|
|
(45,501
|
)
|
|
(221,827
|
)
|
|
(188,588
|
)
|
|
(174,226
|
)
|
|||||
Financing activities
|
|
(141,679
|
)
|
|
(203,467
|
)
|
|
6,854
|
|
|
1,977
|
|
|
(7,072
|
)
|
|||||
OTHER DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
12,930
|
|
|
12,710
|
|
|
11,746
|
|
|
11,346
|
|
|
11,537
|
|
|||||
Partially-owned (unconsolidated)
|
|
2,370
|
|
|
2,348
|
|
|
2,747
|
|
|
2,606
|
|
|
1,719
|
|
|||||
Number of outlet centers:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
36
|
|
|
36
|
|
|
34
|
|
|
36
|
|
|
37
|
|
|||||
Partially-owned (unconsolidated)
|
|
8
|
|
|
8
|
|
|
9
|
|
|
9
|
|
|
7
|
|
(1)
|
For the year ended December 31, 2017, net income includes a $6.9 million gain on the sale of our outlet center in Westbrook, Connecticut, a $35.6 million loss on early extinguishment of debt related to the early redemption of senior notes due 2020 and a $9.0 million impairment charge, associated with our RioCan Canada unconsolidated joint ventures.
|
(2)
|
For the year ended December 31, 2016, net income includes gains of approximately $95.5 million related to the acquisitions of our other venture partners' equity interests in the Westgate and Savannah joint ventures, and $6.3 million in gains on the sale of our Fort Myers, Florida outlet center and the sale of an outparcel at our Hwy 501 outlet center in Myrtle Beach, South Carolina.
|
(3)
|
For the year ended December 31, 2015, net income includes gains of approximately $120.4 million from the sale of our equity interest in the Wisconsin Dells joint venture and the sale of our Kittery I & II, Tuscola, West Branch and Barstow outlet centers.
|
(4)
|
For the year ended December 31, 2014, 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.
|
(5)
|
For the year ended December 31, 2013, net income includes 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.
|
(6)
|
For the year ended December 31, 2015, common dividends include a special dividend paid on January 15, 2016 to holders of record as of December 31, 2015.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
|
|
Consolidated Outlet Centers
|
|
Unconsolidated Joint Venture Outlet Centers
|
||||||||
Outlet Center
|
|
Quarter Acquired/Open/Disposed/Demolished
|
|
Square Feet (in thousands)
|
|
Number Centers
|
|
Square Feet (in thousands)
|
|
Number of
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
|
|
|
—
|
|
|
—
|
|
Expansions:
|
|
|
|
|
|
|
|
|
|
|
||||
Westgate
|
|
First Quarter
|
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
San Marcos
|
|
Fourth Quarter
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dispositions:
|
|
|
|
|
|
|
|
|
|
|
||||
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
|
|
New Developments:
|
|
|
|
|
|
|
|
|
|
|
||||
Columbus
|
|
Second Quarter
|
|
—
|
|
|
—
|
|
|
355
|
|
|
1
|
|
Daytona Beach
|
|
Fourth Quarter
|
|
349
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Acquisition:
|
|
|
|
|
|
|
|
|
|
|
||||
Westgate
|
|
Second Quarter
|
|
408
|
|
|
1
|
|
|
(408
|
)
|
|
(1
|
)
|
Savannah
|
|
Third Quarter
|
|
419
|
|
|
1
|
|
|
(419
|
)
|
|
(1
|
)
|
Expansions:
|
|
|
|
|
|
|
|
|
|
|
||||
Ottawa
|
|
First Quarter
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
Savannah
|
|
Second Quarter
|
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
Dispositions:
|
|
|
|
|
|
|
|
|
|
|
||||
Fort Myers
|
|
First Quarter
|
|
(199
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Demolition:
|
|
|
|
|
|
|
|
|
|
|
||||
Lancaster
|
|
First and Third Quarter
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
|
|
|
12
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
As of December 31, 2016
|
|
|
|
12,710
|
|
|
36
|
|
|
2,348
|
|
|
8
|
|
New Developments:
|
|
|
|
|
|
|
|
|
|
|
||||
Fort Worth
|
|
Fourth Quarter
|
|
352
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Expansion:
|
|
|
|
|
|
|
|
|
|
|
||||
Ottawa
|
|
Second Quarter
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
Lancaster
|
|
Third Quarter
|
|
148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dispositions:
|
|
|
|
|
|
|
|
|
|
|
||||
Westbrook
|
|
Second Quarter
|
|
(290
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Other
|
|
|
|
10
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
As of December 31, 2017
|
|
|
|
12,930
|
|
|
36
|
|
|
2,370
|
|
|
8
|
|
|
|
2017
(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
|
|
79
|
|
|
413
|
|
|
$
|
33.24
|
|
|
$
|
70.51
|
|
|
5.79
|
|
|
$
|
21.06
|
|
Renewal
|
|
273
|
|
|
1,261
|
|
|
30.65
|
|
|
0.25
|
|
|
4.40
|
|
|
30.59
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
2016
(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
|
|
124
|
|
|
384
|
|
|
$
|
42.84
|
|
|
$
|
34.69
|
|
|
8.75
|
|
|
$
|
38.88
|
|
Renewal
|
|
259
|
|
|
1,187
|
|
|
32.26
|
|
|
0.46
|
|
|
4.56
|
|
|
32.16
|
|
(1)
|
Represents change in rent (base rent and common area maintenance) for leases for new stores that opened or renewals that started during the respective trailing twelve month periods, excluding temporary tenants and month to month leases. Includes consolidated outlet centers owned as of current period end date. Excludes unconsolidated outlet centers.
|
(2)
|
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.
|
|
|
2017
|
|
2016
|
|
Increase/
(Decrease)
|
||||||
Base rentals from existing properties
|
|
$
|
279,170
|
|
|
$
|
278,732
|
|
|
$
|
438
|
|
Base rentals from new developments and expansions
|
|
16,174
|
|
|
8,326
|
|
|
7,848
|
|
|||
Base rentals from acquisitions
|
|
20,154
|
|
|
8,920
|
|
|
11,234
|
|
|||
Base rentals from properties disposed
|
|
1,596
|
|
|
4,621
|
|
|
(3,025
|
)
|
|||
Straight-line rent adjustments
|
|
5,632
|
|
|
7,002
|
|
|
(1,370
|
)
|
|||
Termination fees
|
|
3,633
|
|
|
3,599
|
|
|
34
|
|
|||
Amortization of above and below market rent adjustments, net
|
|
(2,374
|
)
|
|
(2,847
|
)
|
|
473
|
|
|||
|
|
$
|
323,985
|
|
|
$
|
308,353
|
|
|
$
|
15,632
|
|
|
|
2017
|
|
2016
|
|
Increase/
(Decrease)
|
||||||
Percentage rentals from existing properties
|
|
$
|
8,547
|
|
|
$
|
10,303
|
|
|
$
|
(1,756
|
)
|
Percentage rentals from new developments and expansions
|
|
198
|
|
|
22
|
|
|
176
|
|
|||
Percentage rentals from acquisitions
|
|
1,043
|
|
|
759
|
|
|
284
|
|
|||
Percentage rentals from properties disposed
|
|
65
|
|
|
137
|
|
|
(72
|
)
|
|||
|
|
$
|
9,853
|
|
|
$
|
11,221
|
|
|
$
|
(1,368
|
)
|
|
|
2017
|
|
2016
|
|
Increase/
(Decrease)
|
||||||
Expense reimbursements from existing properties
|
|
$
|
122,323
|
|
|
$
|
123,032
|
|
|
$
|
(709
|
)
|
Expense reimbursements from new developments and expansions
|
|
8,502
|
|
|
3,675
|
|
|
4,827
|
|
|||
Expense reimbursements from acquisitions
|
|
11,240
|
|
|
4,877
|
|
|
6,363
|
|
|||
Expense reimbursements from properties disposed
|
|
752
|
|
|
2,234
|
|
|
(1,482
|
)
|
|||
|
|
$
|
142,817
|
|
|
$
|
133,818
|
|
|
$
|
8,999
|
|
|
|
2017
|
|
2016
|
|
Increase/
(Decrease)
|
||||||
Management and marketing
|
|
$
|
2,310
|
|
|
$
|
2,744
|
|
|
$
|
(434
|
)
|
Development and leasing
|
|
124
|
|
|
651
|
|
|
(527
|
)
|
|||
Loan guarantee
|
|
18
|
|
|
452
|
|
|
(434
|
)
|
|||
|
|
$
|
2,452
|
|
|
$
|
3,847
|
|
|
$
|
(1,395
|
)
|
|
|
2017
|
|
2016
|
|
Increase/
(Decrease)
|
||||||
Other income from existing properties
|
|
$
|
7,796
|
|
|
$
|
7,826
|
|
|
$
|
(30
|
)
|
Other income from new developments and expansions
|
|
463
|
|
|
237
|
|
|
226
|
|
|||
Other income from acquisitions
|
|
812
|
|
|
399
|
|
|
413
|
|
|||
Other income from properties disposed
|
|
56
|
|
|
133
|
|
|
(77
|
)
|
|||
|
|
$
|
9,127
|
|
|
$
|
8,595
|
|
|
$
|
532
|
|
|
|
2017
|
|
2016
|
|
Increase/
(Decrease)
|
||||||
Property operating expenses from existing properties
|
|
$
|
136,564
|
|
|
$
|
140,146
|
|
|
$
|
(3,582
|
)
|
Property operating expenses from new developments and expansions
|
|
8,698
|
|
|
4,425
|
|
|
4,273
|
|
|||
Property operating expenses from acquisitions
|
|
9,090
|
|
|
4,295
|
|
|
4,795
|
|
|||
Property operating expenses from properties disposed
|
|
883
|
|
|
3,151
|
|
|
(2,268
|
)
|
|||
|
|
$
|
155,235
|
|
|
$
|
152,017
|
|
|
$
|
3,218
|
|
|
|
2017
|
|
2016
|
|
Increase/
(Decrease)
|
||||||
Depreciation and amortization expenses from existing properties
|
|
$
|
104,309
|
|
|
$
|
105,550
|
|
|
$
|
(1,241
|
)
|
Depreciation and amortization expenses from new developments and expansions
|
|
7,300
|
|
|
2,407
|
|
|
4,893
|
|
|||
Depreciation and amortization expenses from acquisitions
|
|
15,448
|
|
|
5,999
|
|
|
9,449
|
|
|||
Depreciation and amortization from properties disposed
|
|
687
|
|
|
1,401
|
|
|
(714
|
)
|
|||
|
|
$
|
127,744
|
|
|
$
|
115,357
|
|
|
$
|
12,387
|
|
|
|
2017
|
|
2016
|
|
Increase/
(Decrease)
|
||||||
Equity in earnings from existing properties
|
|
$
|
505
|
|
|
$
|
6,361
|
|
|
$
|
(5,856
|
)
|
Equity in earnings from new developments
|
|
1,432
|
|
|
868
|
|
|
$
|
564
|
|
||
Equity in earnings from properties previously held in unconsolidated joint ventures
|
|
—
|
|
|
3,643
|
|
|
(3,643
|
)
|
|||
|
|
$
|
1,937
|
|
|
$
|
10,872
|
|
|
$
|
(8,935
|
)
|
•
|
an increase in operating income due to the opening of one new outlet center, the acquisitions of our partners' interest in two joint ventures, and the full year impact of the addition of three new consolidated centers in 2015; offset by
|
•
|
a decrease in operating income due to the properties disposed of in early 2016 and 2015; and
|
•
|
an increase in interest expense due to higher average borrowing levels and an increase in interest rates.
|
|
|
2016
|
|
2015
|
|
Increase/
(Decrease)
|
||||||
Base rentals from existing properties
|
|
$
|
265,207
|
|
|
$
|
262,522
|
|
|
$
|
2,685
|
|
Base rentals from new developments
|
|
26,406
|
|
|
10,618
|
|
|
15,788
|
|
|||
Base rentals from acquisitions
|
|
8,920
|
|
|
—
|
|
|
8,920
|
|
|||
Base rentals from properties disposed
|
|
66
|
|
|
7,631
|
|
|
(7,565
|
)
|
|||
Straight-line rent adjustments
|
|
7,002
|
|
|
6,347
|
|
|
655
|
|
|||
Termination fees
|
|
3,599
|
|
|
4,576
|
|
|
(977
|
)
|
|||
Amortization of above and below market rent adjustments, net
|
|
(2,847
|
)
|
|
(2,006
|
)
|
|
(841
|
)
|
|||
|
|
$
|
308,353
|
|
|
$
|
289,688
|
|
|
$
|
18,665
|
|
|
|
2016
|
|
2015
|
|
Increase/
(Decrease)
|
||||||
Percentage rentals from existing properties
|
|
$
|
9,428
|
|
|
$
|
8,972
|
|
|
$
|
456
|
|
Percentage rentals from new developments
|
|
844
|
|
|
45
|
|
|
799
|
|
|||
Percentage rentals from acquisitions
|
|
759
|
|
|
—
|
|
|
759
|
|
|||
Percentage rentals from properties disposed
|
|
190
|
|
|
1,140
|
|
|
(950
|
)
|
|||
|
|
$
|
11,221
|
|
|
$
|
10,157
|
|
|
$
|
1,064
|
|
|
|
2016
|
|
2015
|
|
Increase/
(Decrease)
|
||||||
Expense reimbursements from existing properties
|
|
$
|
118,870
|
|
|
$
|
117,290
|
|
|
$
|
1,580
|
|
Expense reimbursements from new developments
|
|
9,931
|
|
|
4,005
|
|
|
5,926
|
|
|||
Expense reimbursements from acquisitions
|
|
4,877
|
|
|
—
|
|
|
4,877
|
|
|||
Expense reimbursements from properties disposed
|
|
140
|
|
|
5,173
|
|
|
(5,033
|
)
|
|||
|
|
$
|
133,818
|
|
|
$
|
126,468
|
|
|
$
|
7,350
|
|
|
|
2016
|
|
2015
|
|
Increase/
(Decrease)
|
||||||
Management and marketing
|
|
$
|
2,744
|
|
|
$
|
2,853
|
|
|
$
|
(109
|
)
|
Development and leasing
|
|
651
|
|
|
1,827
|
|
|
(1,176
|
)
|
|||
Loan guarantee
|
|
452
|
|
|
746
|
|
|
(294
|
)
|
|||
|
|
$
|
3,847
|
|
|
$
|
5,426
|
|
|
$
|
(1,579
|
)
|
|
|
2016
|
|
2015
|
|
Increase/
(Decrease)
|
||||||
Other income from existing properties
|
|
$
|
7,510
|
|
|
$
|
6,874
|
|
|
$
|
636
|
|
Other income from new developments
|
|
700
|
|
|
457
|
|
|
243
|
|
|||
Other income from acquisitions
|
|
366
|
|
|
—
|
|
|
366
|
|
|||
Other income from properties disposed
|
|
19
|
|
|
299
|
|
|
(280
|
)
|
|||
|
|
$
|
8,595
|
|
|
$
|
7,630
|
|
|
$
|
965
|
|
|
|
2016
|
|
2015
|
|
Increase/
(Decrease)
|
||||||
Property operating expenses from existing properties
|
|
$
|
131,928
|
|
|
$
|
131,252
|
|
|
$
|
676
|
|
Property operating expenses from new developments
|
|
15,761
|
|
|
8,610
|
|
|
7,151
|
|
|||
Property operating expenses from acquisitions
|
|
4,279
|
|
|
—
|
|
|
4,279
|
|
|||
Property operating expenses from properties disposed
|
|
49
|
|
|
6,641
|
|
|
(6,592
|
)
|
|||
|
|
$
|
152,017
|
|
|
$
|
146,503
|
|
|
$
|
5,514
|
|
|
|
2016
|
|
2015
|
|
Increase/
(Decrease)
|
||||||
Depreciation and amortization expenses from existing properties
|
|
$
|
93,903
|
|
|
$
|
94,762
|
|
|
$
|
(859
|
)
|
Depreciation and amortization expenses from new developments
|
|
15,455
|
|
|
5,902
|
|
|
9,553
|
|
|||
Depreciation and amortization expenses from acquisitions
|
|
5,999
|
|
|
—
|
|
|
5,999
|
|
|||
Depreciation and amortization from properties disposed
|
|
—
|
|
|
3,272
|
|
|
(3,272
|
)
|
|||
|
|
$
|
115,357
|
|
|
$
|
103,936
|
|
|
$
|
11,421
|
|
|
|
2016
|
|
2015
|
|
Increase/
(Decrease)
|
||||||
Equity in earnings from existing properties
|
|
$
|
6,361
|
|
|
$
|
8,550
|
|
|
$
|
(2,189
|
)
|
Equity in earnings from new developments
|
|
868
|
|
|
—
|
|
|
868
|
|
|||
Equity in earnings from properties acquired or disposed
|
|
3,643
|
|
|
2,934
|
|
|
709
|
|
|||
|
|
$
|
10,872
|
|
|
$
|
11,484
|
|
|
$
|
(612
|
)
|
|
|
2017
|
|
2016
|
|
Change
|
||||||
Net cash provided by operating activities
|
|
$
|
253,131
|
|
|
$
|
239,299
|
|
|
$
|
13,832
|
|
Net cash used in investing activities
|
|
(117,545
|
)
|
|
(45,501
|
)
|
|
(72,044
|
)
|
|||
Net cash used in financing activities
|
|
(141,679
|
)
|
|
(203,467
|
)
|
|
61,788
|
|
|||
Effect of foreign currency rate changes on cash and equivalents
|
|
(56
|
)
|
|
316
|
|
|
(372
|
)
|
|||
Net decrease in cash and cash equivalents
|
|
$
|
(6,149
|
)
|
|
$
|
(9,353
|
)
|
|
$
|
3,204
|
|
•
|
incremental operating income in 2017 as a result of the full year impact of the acquisition of our venture partners' interest in our Westgate and Savannah outlet centers, previously held in unconsolidated joint ventures, in June 2016 and August 2016, respectively, and
|
•
|
incremental operating income from the opening of our two new wholly-owned outlet centers in Daytona Beach and Fort Worth, which opened in November 2016 and October 2017, respectively.
|
•
|
the use of restricted cash in 2016, which represented a portion of the proceeds received from certain assets sales in 2015, to pay 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 our Deer Park outlet center, and
|
•
|
partially offsetting the increase, cash used in 2016 to acquire our venture partners' interest in our Westgate joint venture and Savannah joint venture.
|
•
|
lower outstanding borrowing amounts in 2017 to fund the Company's development needs, net of asset sales proceeds, due to a significant portion of the 2016 development needs being funded with the $121.3 million held in restricted cash during that period,
|
•
|
a special dividend of approximately $21.0 million that was paid during 2016, and
|
•
|
offsetting the decrease, $49.4 million used to repurchase Operating Partnership units in 2017.
|
|
|
2016
|
|
2015
|
|
Change
|
||||||
Net cash provided by operating activities
|
|
$
|
239,299
|
|
|
$
|
221,818
|
|
|
$
|
17,481
|
|
Net cash used in investing activities
|
|
(45,501
|
)
|
|
(221,827
|
)
|
|
176,326
|
|
|||
Net cash provided by (used in) financing activities
|
|
(203,467
|
)
|
|
6,854
|
|
|
(210,321
|
)
|
|||
Effect of foreign currency rate changes on cash and equivalents
|
|
316
|
|
|
(1,099
|
)
|
|
1,415
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
(9,353
|
)
|
|
$
|
5,746
|
|
|
$
|
(15,099
|
)
|
•
|
We used restricted cash of $121.3 million in 2016, which was received in 2015, to repay 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 decreased in 2016 compared to 2015, as proceeds from the sales of our Fort Myers outlet center and an outparcel at our outlet center in Myrtle Beach, South Carolina located on Highway 501 were lower than the proceeds from the sale of our equity interest in the Wisconsin Dells outlet center in 2015.
|
•
|
Cash used for additions to rental property decreased in 2016 due to less new outlet center construction activity in 2016 as compared to 2015. The 2015 period included additions for our Foxwoods, Grand Rapids, and Southaven outlet centers, all of which opened during 2015, while the 2016 period primarily included construction at our Daytona Beach outlet center.
|
•
|
Distributions in excess of earnings increased in the 2016 period due the Columbus joint venture closing on an interest-only mortgage loan of $85.0 million. The joint venture received net loan proceeds of $84.2 million and distributed them equally to the partners. Our share of the distribution was $42.1 million.
|
•
|
Partially offsetting the above items were the acquisitions of our venture partners' interest in our Westgate joint venture and Savannah joint venture and fewer contributions in the 2016 period to our unconsolidated joint ventures as a result of less development activity in the 2016 period compared to the 2015 period.
|
•
|
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 the Deer Park $150.0 million floating rate mortgage loan, the $10.0 million unsecured note payable, the $7.5 million unsecured term note, the Westgate $62.0 million floating rate mortgage and our Savannah $98.0 million floating rate mortgage.
|
•
|
Cash used for the payment of a deferred financing obligation to a former partner at Deer Park, which increased our legal ownership to 100%.
|
•
|
Partially offsetting the above items was an increase in borrowings including the public offering of an aggregate $350 million of 3.125% unsecured senior notes due September 2026, netting proceeds of approximately $344.5 million and an additional $75.0 million in proceeds received from an amendment to our unsecured term loan to increase the size of the loan from $250.0 million to $325.0 million. In 2015, new borrowings for notes, mortgages, loans totaled $90.8 million and was primarily related to construction draws related to the Southaven and Foxwoods mortgages. In 2015, we also repaid the mortgages at our Hershey and Ocean City outlet centers, which totaled $46.6 million.
|
|
|
2017
|
|
2016
|
|
Change
|
||||||
Capital expenditures analysis:
|
|
|
|
|
|
|
||||||
New outlet center developments and expansions
|
|
$
|
110,783
|
|
|
$
|
112,831
|
|
|
$
|
(2,048
|
)
|
Major outlet center renovations
|
|
20,227
|
|
|
17,079
|
|
|
3,148
|
|
|||
Second generation tenant allowances
|
|
21,926
|
|
|
11,307
|
|
|
10,619
|
|
|||
Other capital expenditures
|
|
22,448
|
|
|
21,528
|
|
|
920
|
|
|||
|
|
175,384
|
|
|
162,745
|
|
|
12,639
|
|
|||
Conversion from accrual to cash basis
|
|
(9,153
|
)
|
|
2,315
|
|
|
(11,468
|
)
|
|||
Additions to rental property-cash basis
|
|
$
|
166,231
|
|
|
$
|
165,060
|
|
|
$
|
1,171
|
|
•
|
New center development and expansion expenditures in the 2017 period, which include first generation tenant allowances, relate to construction expenditures for our new Fort Worth and Daytona Beach outlet centers and the expansion of our Lancaster outlet center. The 2016 period included new center development and expansion expenditures for our Daytona Beach, Fort Worth, Lancaster, and Southaven outlet centers.
|
•
|
Major center renovations in the 2017 period included construction activities at our Riverhead, Rehoboth Beach, and Myrtle Beach Hwy 17 outlet centers. The 2016 period renovation expenditures included our Riverhead, Rehoboth Beach and Howell outlet centers.
|
•
|
Second generation tenant allowances increased due to the re-merchandising efforts to bring high volume tenants to 5 outlet centers during 2017.
|
Contractual Obligations
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt
(1)
|
|
$
|
63,184
|
|
|
$
|
211,469
|
|
|
$
|
3,566
|
|
|
$
|
330,793
|
|
|
$
|
4,436
|
|
|
$
|
1,167,114
|
|
|
$
|
1,780,562
|
|
Interest payments
(2)
|
|
57,899
|
|
|
56,902
|
|
|
51,775
|
|
|
45,753
|
|
|
42,982
|
|
|
122,186
|
|
|
377,497
|
|
|||||||
Operating leases
|
|
7,523
|
|
|
7,385
|
|
|
7,187
|
|
|
7,119
|
|
|
7,190
|
|
|
307,521
|
|
|
343,925
|
|
|||||||
|
|
$
|
128,606
|
|
|
$
|
275,756
|
|
|
$
|
62,528
|
|
|
$
|
383,665
|
|
|
$
|
54,608
|
|
|
$
|
1,596,821
|
|
|
$
|
2,501,984
|
|
(1)
|
These amounts represent total future cash payments related to debt obligations outstanding as of
December 31, 2017
.
|
(2)
|
These amounts represent future interest payments related to our debt obligations based on the fixed and variable interest rates specified in the associated debt agreements, including the effects of our interest rate swaps. 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, 2017
was used.
|
Senior unsecured notes financial covenants
|
|
Required
|
|
Actual
|
|
Total consolidated debt to adjusted total assets
|
|
< 60%
|
|
51
|
%
|
Total secured debt to adjusted total assets
|
|
< 40%
|
|
3
|
%
|
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
|
%
|
|
355
|
|
|
$
|
1.1
|
|
National Harbor
|
|
National Harbor, MD
|
|
50.0
|
%
|
|
341
|
|
|
2.5
|
|
|
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
923
|
|
|
115.8
|
|
|
Investments included in investments in unconsolidated joint ventures
|
|
|
|
|
|
$
|
119.4
|
|
||||
|
|
|
|
|
|
|
|
|
||||
Charlotte
(1)
|
|
Charlotte, NC
|
|
50.0
|
%
|
|
398
|
|
|
$
|
(4.1
|
)
|
Galveston/Houston
(1)
|
|
Texas City, TX
|
|
50.0
|
%
|
|
353
|
|
|
(13.0
|
)
|
|
Investments included in other liabilities
|
|
|
|
|
|
$
|
(17.1
|
)
|
(1)
|
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 and increases or decreases from the equity in earnings of the joint venture.
|
Joint Venture
|
|
Total Joint
Venture Debt |
|
Maturity Date
|
|
Interest Rate
|
|
Percent Guaranteed by the Operating Partnership
|
|
Maximum Guaranteed Amount by the Company
|
|||||
Charlotte
|
|
$
|
90.0
|
|
|
November 2018
|
|
LIBOR + 1.45%
|
|
5.0
|
%
|
|
$
|
4.5
|
|
Columbus
|
|
85.0
|
|
|
November 2019
|
|
LIBOR + 1.65%
|
|
7.5
|
%
|
|
6.4
|
|
||
Galveston/Houston
|
|
80.0
|
|
|
July 2020
|
|
LIBOR + 1.65%
|
|
12.5
|
%
|
|
10.0
|
|
||
National Harbor
(1)
|
|
87.0
|
|
|
November 2019
|
|
LIBOR + 1.65%
|
|
10.0
|
%
|
|
8.7
|
|
||
RioCan Canada
|
|
10.7
|
|
|
May 2020
|
|
5.75%
|
|
29.9
|
%
|
|
3.2
|
|
||
Debt premium and debt origination costs
|
|
(1.4
|
)
|
|
|
|
|
|
|
|
|
||||
|
|
$
|
351.3
|
|
|
|
|
|
|
|
|
$
|
32.8
|
|
(1)
|
100% completion guaranty; 10% principal guaranty.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Fees:
|
|
|
|
|
|
|
||||||
Management and marketing
|
|
$
|
2,310
|
|
|
$
|
2,744
|
|
|
$
|
2,853
|
|
Development and leasing
|
|
124
|
|
|
651
|
|
|
1,827
|
|
|||
Loan guarantee
|
|
18
|
|
|
452
|
|
|
746
|
|
|||
Total Fees
|
|
$
|
2,452
|
|
|
$
|
3,847
|
|
|
$
|
5,426
|
|
•
|
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.
|
•
|
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.
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
|
$
|
71,876
|
|
|
$
|
204,329
|
|
|
$
|
222,168
|
|
Adjusted for:
|
|
|
|
|
|
|
||||||
Depreciation and amortization of real estate assets - consolidated
|
|
125,621
|
|
|
113,645
|
|
|
102,515
|
|
|||
Depreciation and amortization of real estate assets - unconsolidated joint ventures
|
|
13,857
|
|
|
18,910
|
|
|
20,053
|
|
|||
Impairment charges - unconsolidated joint ventures
|
|
9,021
|
|
|
2,919
|
|
|
—
|
|
|||
Gain on sale of assets and interests in unconsolidated entities
|
|
(6,943
|
)
|
|
(4,887
|
)
|
|
(120,447
|
)
|
|||
Gain on previously held interests in acquired joint ventures
|
|
—
|
|
|
(95,516
|
)
|
|
—
|
|
|||
FFO
|
|
213,432
|
|
|
239,400
|
|
|
224,289
|
|
|||
FFO attributable to noncontrolling interests in other consolidated partnerships
|
|
(265
|
)
|
|
(348
|
)
|
|
268
|
|
|||
Allocation of earnings to participating securities
|
|
(1,943
|
)
|
|
(2,192
|
)
|
|
(2,408
|
)
|
|||
FFO available to common shareholders
(1)
|
|
$
|
211,224
|
|
|
$
|
236,860
|
|
|
$
|
222,149
|
|
As further adjusted for:
|
|
|
|
|
|
|
||||||
Compensation related to director and executive officer terminations
(2)
|
|
—
|
|
|
1,180
|
|
|
(731
|
)
|
|||
Acquisition costs
|
|
—
|
|
|
487
|
|
|
—
|
|
|||
Demolition costs
|
|
—
|
|
|
441
|
|
|
—
|
|
|||
Gain on sale of outparcel
|
|
—
|
|
|
(1,418
|
)
|
|
—
|
|
|||
Abandoned pre-development costs
|
|
528
|
|
|
—
|
|
|
—
|
|
|||
Recoveries from litigation settlement
|
|
(1,844
|
)
|
|
—
|
|
|
—
|
|
|||
Make-whole premium due to early extinguishment of debt
(3)
|
|
34,143
|
|
|
—
|
|
|
—
|
|
|||
Write-off of debt discount and debt origination costs due to early extinguishment of debt
(3)
|
|
1,483
|
|
|
882
|
|
|
—
|
|
|||
Impact of above adjustments to the allocation of earnings to participating securities
|
|
(238
|
)
|
|
(15
|
)
|
|
8
|
|
|||
AFFO available to common shareholders
(1)
|
|
$
|
245,296
|
|
|
$
|
238,417
|
|
|
$
|
221,426
|
|
FFO available to common shareholders per share - diluted
(1)
|
|
$
|
2.12
|
|
|
$
|
2.36
|
|
|
$
|
2.23
|
|
AFFO available to common shareholders per share - diluted
(1)
|
|
$
|
2.46
|
|
|
$
|
2.37
|
|
|
$
|
2.22
|
|
Weighted Average Shares:
|
|
|
|
|
|
|
||||||
Basic weighted average common shares
|
|
94,506
|
|
|
95,102
|
|
|
94,698
|
|
|||
Effect of notional units
|
|
—
|
|
|
175
|
|
|
—
|
|
|||
Effect of outstanding options and restricted common shares
|
|
16
|
|
|
68
|
|
|
61
|
|
|||
Diluted weighted average common shares (for earnings per share computations)
|
|
94,522
|
|
|
95,345
|
|
|
94,759
|
|
|||
Exchangeable operating partnership units
|
|
5,027
|
|
|
5,053
|
|
|
5,079
|
|
|||
Diluted weighted average common shares (for FFO and AFFO per share computations)
(1)
|
|
99,549
|
|
|
100,398
|
|
|
99,838
|
|
(1)
|
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.
|
(2)
|
For the year ended December 31, 2016, represents cash severance and accelerated vesting of restricted shares associated with the departure of an officer in August 2016 and the accelerated vesting of restricted shares due to the death of a director in February 2016. For the year ended December 31, 2015, represents the reversal of certain share-based compensation awards previously recognized on awards not expected to vest due to the announcement that the Company’s then Chief Financial Officer would retire in May 2016.
|
(3)
|
For the year end December 31, 2017, charges related to the redemption of our
$300.0 million
6.125%
senior notes due 2020. For the year ended December 31, 2016, charges relate to the January 28, 2016 early repayment of the $150.0 million mortgage secured by the Deer Park property, which was scheduled to mature August 30, 2018.
|
|
|
2017
|
|
2016
|
||||
Net income
|
|
$
|
71,876
|
|
|
$
|
204,329
|
|
Adjusted to exclude:
|
|
|
|
|
||||
Equity in earnings of unconsolidated joint ventures
|
|
(1,937
|
)
|
|
(10,872
|
)
|
||
Interest expense
|
|
64,825
|
|
|
60,669
|
|
||
Gain on sale of assets
|
|
(6,943
|
)
|
|
(6,305
|
)
|
||
Gain on previously held interests in acquired joint ventures
|
|
—
|
|
|
(95,516
|
)
|
||
Loss on early extinguishment of debt
|
|
35,626
|
|
|
—
|
|
||
Other non-operating income
|
|
(2,724
|
)
|
|
(1,028
|
)
|
||
Depreciation and amortization
|
|
127,744
|
|
|
115,357
|
|
||
Other non-property expenses
|
|
1,232
|
|
|
382
|
|
||
Abandoned pre-development costs
|
|
528
|
|
|
—
|
|
||
Acquisition costs
|
|
—
|
|
|
487
|
|
||
Demolition Costs
|
|
—
|
|
|
441
|
|
||
Corporate general and administrative expenses
|
|
43,767
|
|
|
46,138
|
|
||
Non-cash adjustments
(1)
|
|
(2,721
|
)
|
|
(3,613
|
)
|
||
Termination rents
|
|
(3,633
|
)
|
|
(3,599
|
)
|
||
Portfolio NOI
|
|
327,640
|
|
|
306,870
|
|
||
Non-same center NOI
(2)
|
|
(42,450
|
)
|
|
(23,072
|
)
|
||
Same Center NOI
|
|
$
|
285,190
|
|
|
$
|
283,798
|
|
(1)
|
Non-cash items include straight-line rent, net above and below market rent amortization and gains or losses on outparcel sales, as applicable.
|
(2)
|
Excluded from Same Center NOI:
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
•
|
In December 2017, we entered into
three
separate forward starting interest rate swap agreements, effective August 14, 2018 that fix the base LIBOR rate at an average of
2.20%
on notional amounts totaling
$150.0 million
through January 1, 2021,
|
•
|
in April 2016, we entered into
four
separate interest rate swap agreements, effective April 13, 2016 that fix the base LIBOR rate at an average of
1.03%
on notional amounts totaling
$175.0 million
through January 1, 2021 and
|
•
|
in October 2013, we entered into interest rate swap agreements that fix the base LIBOR rate at an average of 1.30% on notional amounts totaling $150.0 million and mature in August 2018.
|
|
|
December 31, 2017
|
|
|
December 31, 2016
|
|
||
Fair value of debt
|
|
$
|
1,775,540
|
|
|
$
|
1,704,644
|
|
Recorded value of debt
|
|
$
|
1,763,651
|
|
|
$
|
1,687,866
|
|
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, 2017
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, 2017
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
|
|
834,611
|
|
|
$
|
30.42
|
|
|
1,896,301
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
834,611
|
|
|
$
|
30.42
|
|
|
1,896,301
|
|
(1)
|
Includes (a) 231,200 common shares issuable upon the exercise of outstanding options (152,000 of which are vested and exercisable), (b) 311,111 restricted common shares that may be issued under the 2016 Outperformance Plan (the "2016 OPP") upon the satisfaction of certain conditions, and (c) 292,300 restricted common shares that may be issued under the 2017 Outperformance Plan (the "2017 OPP") upon the satisfaction of certain conditions. Because there is no exercise price associated with the 2016 and 2017 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.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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3.
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Exhibits
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Exhibit No.
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Description
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3.1
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3.1A
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3.1B
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3.1C
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3.1D
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3.1E
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3.1F
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3.1G
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3.1 H
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3.2
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3.3
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4.1
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Senior Indenture dated as of March 1, 1996. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated March 6, 1996.)
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4.1A
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4.1B
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4.1C
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4.1E
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4.1F
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4.1G
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10.1 *
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10.2 *
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10.3 *
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10.4 *
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10.5 *
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10.6 *
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10.7 *
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10.8 *
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10.9 *
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10.10 *
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10.11 *
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10.12
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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.)
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10.12A
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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.)
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10.12B
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10.12C
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10.12D
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10.12E
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10.13
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10.14
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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.)
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10.15
|
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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.)
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10.16
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10.17
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10.18 *
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10.19 *
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10.19A *
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10.20 *
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10.21 *
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10.22 *
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10.23 *
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10.24*
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10.25*
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10.26*
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10.27 *
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10.28
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10.29
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10.30
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10.31
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10.32
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10.33
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10.34
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10.35
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10.36
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12.1
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12.2
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21.1
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21.2
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23.1
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23.2
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23.3
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23.4
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31.1
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31.2
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31.3
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31.4
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32.1
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32.2
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32.3
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32.4
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101.1
|
|
The following Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership financial information for the year ended December 31, 2017, 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.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
TANGER FACTORY OUTLET CENTERS, INC.
|
|
|
|
|
By:
|
/s/ Steven B. Tanger
|
|
|
Steven B. Tanger
|
|
|
Chief Executive Officer
|
|
Signature
|
|
Title
|
|
Date
|
/s/ Thomas J. Reddin
|
|
|
|
|
Thomas J. Reddin
|
|
Non-Executive Chairman of the Board of Directors
|
|
February 22, 2018
|
|
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|
|
/s/ Steven B. Tanger
|
|
|
|
|
Steven B. Tanger
|
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Director, Chief Executive Officer (Principal Executive Officer)
|
|
February 22, 2018
|
|
|
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|
|
/s/ James F. Williams
|
|
|
|
|
James F. Williams
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 22, 2018
|
|
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|
|
/s/ Thomas J. Guerrieri Jr.
|
|
|
|
|
Thomas J. Guerrieri Jr.
|
|
Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)
|
|
February 22, 2018
|
|
|
|
|
|
/s/ William G. Benton
|
|
|
|
|
William G. Benton
|
|
Director
|
|
February 22, 2018
|
|
|
|
|
|
/s/ Jeffrey B. Citrin
|
|
|
|
|
Jeffrey B. Citrin
|
|
Director
|
|
February 22, 2018
|
|
|
|
|
|
/s/ David B. Henry
|
|
|
|
|
David B. Henry
|
|
Director
|
|
February 22, 2018
|
|
|
|
|
|
/s/ Thomas E. Robinson
|
|
|
|
|
Thomas E. Robinson
|
|
Director
|
|
February 22, 2018
|
|
|
|
|
|
/s/ Bridget M. Ryan-Berman
|
|
|
|
|
Bridget M. Ryan-Berman
|
|
Director
|
|
February 22, 2018
|
|
|
|
|
|
/s/ Allan L. Schuman
|
|
|
|
|
Allan L. Schuman
|
|
Director
|
|
February 22, 2018
|
|
TANGER PROPERTIES LIMITED PARTNERSHIP
|
|
|
|
|
By:
|
Tanger GP Trust, its sole general partner
|
|
|
|
|
By:
|
/s/ Steven B. Tanger
|
|
|
Steven B. Tanger
|
|
|
Chief Executive Officer
|
|
Signature
|
|
Title
|
|
Date
|
/s/ Steven B. Tanger
|
|
|
|
|
Steven B. Tanger
|
|
Chairman of the Board of Trustees, Chief Executive Officer (Principal Executive Officer)
|
|
February 22, 2018
|
|
|
|
|
|
/s/ James F. Williams
|
|
|
|
|
James F. Williams
|
|
Vice President and Treasurer (Principal Financial Officer)
|
|
February 22, 2018
|
|
|
|
|
|
/s/ Thomas J. Guerrieri Jr.
|
|
|
|
|
Thomas J. Guerrieri Jr.
|
|
Vice President and Assistant Treasurer (Principal Accounting Officer)
|
|
February 22, 2018
|
|
|
|
|
|
/s/ William G. Benton
|
|
|
|
|
William G. Benton
|
|
Trustee
|
|
February 22, 2018
|
|
|
|
|
|
/s/ Jeffrey B. Citrin
|
|
|
|
|
Jeffrey B. Citrin
|
|
Trustee
|
|
February 22, 2018
|
|
|
|
|
|
/s/ David B. Henry
|
|
|
|
|
David B. Henry
|
|
Trustee
|
|
February 22, 2018
|
|
|
|
|
|
/s/ Thomas J. Reddin
|
|
|
|
|
Thomas J. Reddin
|
|
Trustee
|
|
February 22, 2018
|
|
|
|
|
|
/s/ Thomas E. Robinson
|
|
|
|
|
Thomas E. Robinson
|
|
Trustee
|
|
February 22, 2018
|
|
|
|
|
|
/s/ Bridget M. Ryan-Berman
|
|
|
|
|
Bridget M. Ryan-Berman
|
|
Trustee
|
|
February 22, 2018
|
|
|
|
|
|
/s/ Allan L. Schuman
|
|
|
|
|
Allan L. Schuman
|
|
Trustee
|
|
February 22, 2018
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
|
|
|
||
Rental property:
|
|
|
|
|
||||
Land
|
|
$
|
279,978
|
|
|
$
|
272,153
|
|
Buildings, improvements and fixtures
|
|
2,793,638
|
|
|
2,647,477
|
|
||
Construction in progress
|
|
14,854
|
|
|
46,277
|
|
||
|
|
3,088,470
|
|
|
2,965,907
|
|
||
Accumulated depreciation
|
|
(901,967
|
)
|
|
(814,583
|
)
|
||
Total rental property, net
|
|
2,186,503
|
|
|
2,151,324
|
|
||
Cash and cash equivalents
|
|
6,101
|
|
|
12,222
|
|
||
Investments in unconsolidated joint ventures
|
|
119,436
|
|
|
128,104
|
|
||
Deferred lease costs and other intangibles, net
|
|
132,061
|
|
|
151,579
|
|
||
Prepaids and other assets
|
|
96,004
|
|
|
82,985
|
|
||
Total assets
|
|
$
|
2,540,105
|
|
|
$
|
2,526,214
|
|
Liabilities and Equity
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Debt:
|
|
|
|
|
||||
Senior, unsecured notes, net
|
|
$
|
1,134,755
|
|
|
$
|
1,135,309
|
|
Unsecured term loans, net
|
|
322,975
|
|
|
322,410
|
|
||
Mortgages payable, net
|
|
99,761
|
|
|
172,145
|
|
||
Unsecured lines of credit, net
|
|
206,160
|
|
|
58,002
|
|
||
Total debt
|
|
1,763,651
|
|
|
1,687,866
|
|
||
Accounts payable and accrued expenses
|
|
90,416
|
|
|
78,143
|
|
||
Other liabilities
|
|
73,736
|
|
|
54,764
|
|
||
Total liabilities
|
|
1,927,803
|
|
|
1,820,773
|
|
||
Commitments and contingencies (Note 23)
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
Tanger Factory Outlet Centers, Inc.:
|
|
|
|
|
||||
Common shares, $.01 par value, 300,000,000 shares authorized, 94,560,536 and 96,095,891 shares issued and outstanding at December 31, 2017 and 2016, respectively
|
|
946
|
|
|
961
|
|
||
Paid in capital
|
|
784,782
|
|
|
820,251
|
|
||
Accumulated distributions in excess of net income
|
|
(184,865
|
)
|
|
(122,701
|
)
|
||
Accumulated other comprehensive loss
|
|
(19,285
|
)
|
|
(28,295
|
)
|
||
Equity attributable to Tanger Factory Outlet Centers, Inc.
|
|
581,578
|
|
|
670,216
|
|
||
Equity attributable to noncontrolling interests:
|
|
|
|
|
||||
Noncontrolling interests in Operating Partnership
|
|
30,724
|
|
|
35,066
|
|
||
Noncontrolling interests in other consolidated partnerships
|
|
—
|
|
|
159
|
|
||
Total equity
|
|
612,302
|
|
|
705,441
|
|
||
Total liabilities and equity
|
|
$
|
2,540,105
|
|
|
$
|
2,526,214
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Base rentals
|
|
$
|
323,985
|
|
|
$
|
308,353
|
|
|
$
|
289,688
|
|
Percentage rentals
|
|
9,853
|
|
|
11,221
|
|
|
10,157
|
|
|||
Expense reimbursements
|
|
142,817
|
|
|
133,818
|
|
|
126,468
|
|
|||
Management, leasing and other services
|
|
2,452
|
|
|
3,847
|
|
|
5,426
|
|
|||
Other income
|
|
9,127
|
|
|
8,595
|
|
|
7,630
|
|
|||
Total revenues
|
|
488,234
|
|
|
465,834
|
|
|
439,369
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Property operating
|
|
155,235
|
|
|
152,017
|
|
|
146,503
|
|
|||
General and administrative
|
|
44,004
|
|
|
46,696
|
|
|
44,469
|
|
|||
Acquisition costs
|
|
—
|
|
|
487
|
|
|
—
|
|
|||
Abandoned pre-development costs
|
|
528
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
127,744
|
|
|
115,357
|
|
|
103,936
|
|
|||
Total expenses
|
|
327,511
|
|
|
314,557
|
|
|
294,908
|
|
|||
Operating income
|
|
160,723
|
|
|
151,277
|
|
|
144,461
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(64,825
|
)
|
|
(60,669
|
)
|
|
(54,188
|
)
|
|||
Loss on early extinguishment of debt
|
|
(35,626
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of assets and interests in unconsolidated entities
|
|
6,943
|
|
|
6,305
|
|
|
120,447
|
|
|||
Gain on previously held interest in acquired joint ventures
|
|
—
|
|
|
95,516
|
|
|
—
|
|
|||
Other non-operating income (expense)
|
|
2,724
|
|
|
1,028
|
|
|
(36
|
)
|
|||
Income before equity in earnings of unconsolidated joint ventures
|
|
69,939
|
|
|
193,457
|
|
|
210,684
|
|
|||
Equity in earnings of unconsolidated joint ventures
|
|
1,937
|
|
|
10,872
|
|
|
11,484
|
|
|||
Net income
|
|
71,876
|
|
|
204,329
|
|
|
222,168
|
|
|||
Noncontrolling interests in Operating Partnership
|
|
(3,609
|
)
|
|
(10,287
|
)
|
|
(11,331
|
)
|
|||
Noncontrolling interests in other consolidated partnerships
|
|
(265
|
)
|
|
(298
|
)
|
|
363
|
|
|||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
68,002
|
|
|
$
|
193,744
|
|
|
$
|
211,200
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per common share:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
0.71
|
|
|
$
|
2.02
|
|
|
$
|
2.20
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
0.71
|
|
|
$
|
2.01
|
|
|
$
|
2.20
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
|
$
|
71,876
|
|
|
$
|
204,329
|
|
|
$
|
222,168
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
8,138
|
|
|
4,259
|
|
|
(23,200
|
)
|
|||
Change in fair value of cash flow hedges
|
|
1,351
|
|
|
4,609
|
|
|
(711
|
)
|
|||
Other comprehensive income (loss)
|
|
9,489
|
|
|
8,868
|
|
|
(23,911
|
)
|
|||
Comprehensive income
|
|
81,365
|
|
|
213,197
|
|
|
198,257
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(4,353
|
)
|
|
(11,033
|
)
|
|
(9,749
|
)
|
|||
Comprehensive income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
77,012
|
|
|
$
|
202,164
|
|
|
$
|
188,508
|
|
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
|
Accumulated 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
|
|
||||||||
Grant 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
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(6,622
|
)
|
(156
|
)
|
(6,778
|
)
|
||||||||
Balance, December 31, 2015
|
|
$
|
959
|
|
$
|
806,379
|
|
$
|
(195,486
|
)
|
$
|
(36,715
|
)
|
$
|
575,137
|
|
$
|
30,309
|
|
$
|
586
|
|
$
|
606,032
|
|
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
|
Accumulated 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, 2015
|
|
$
|
959
|
|
$
|
806,379
|
|
$
|
(195,486
|
)
|
$
|
(36,715
|
)
|
$
|
575,137
|
|
$
|
30,309
|
|
$
|
586
|
|
$
|
606,032
|
|
Net income
|
|
—
|
|
—
|
|
193,744
|
|
—
|
|
193,744
|
|
10,287
|
|
298
|
|
204,329
|
|
||||||||
Other comprehensive income
|
|
—
|
|
—
|
|
—
|
|
8,420
|
|
8,420
|
|
448
|
|
—
|
|
8,868
|
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
16,304
|
|
—
|
|
—
|
|
16,304
|
|
—
|
|
—
|
|
16,304
|
|
||||||||
Issuance of 59,700 common shares upon exercise of options
|
|
—
|
|
1,749
|
|
—
|
|
—
|
|
1,749
|
|
—
|
|
—
|
|
1,749
|
|
||||||||
Grant of 173,124 restricted common shares, net of forfeitures
|
|
2
|
|
(2
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Issuance of 24,040 deferred shares
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Withholding of
66,760 common shares for employee income taxes |
|
—
|
|
(2,177
|
)
|
—
|
|
—
|
|
(2,177
|
)
|
—
|
|
—
|
|
(2,177
|
)
|
||||||||
Contributions from noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
35
|
|
35
|
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
|
—
|
|
(389
|
)
|
—
|
|
—
|
|
(389
|
)
|
389
|
|
—
|
|
—
|
|
||||||||
Adjustment for noncontrolling interests in other consolidated partnerships
|
|
—
|
|
4
|
|
—
|
|
—
|
|
4
|
|
—
|
|
(4
|
)
|
—
|
|
||||||||
Acquisition of noncontrolling interest in other consolidated partnership
|
|
—
|
|
(1,617
|
)
|
—
|
|
—
|
|
(1,617
|
)
|
—
|
|
(325
|
)
|
(1,942
|
)
|
||||||||
Exchange of 24,962 Operating Partnership units for 24,962 common shares
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Common dividends ($1.260 per share)
|
|
—
|
|
—
|
|
(120,959
|
)
|
—
|
|
(120,959
|
)
|
—
|
|
—
|
|
(120,959
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(6,367
|
)
|
(431
|
)
|
(6,798
|
)
|
||||||||
Balance,
December 31, 2016 |
|
$
|
961
|
|
$
|
820,251
|
|
$
|
(122,701
|
)
|
$
|
(28,295
|
)
|
$
|
670,216
|
|
$
|
35,066
|
|
$
|
159
|
|
$
|
705,441
|
|
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
|
Accumulated 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, 2016
|
|
$
|
961
|
|
$
|
820,251
|
|
$
|
(122,701
|
)
|
$
|
(28,295
|
)
|
$
|
670,216
|
|
$
|
35,066
|
|
$
|
159
|
|
$
|
705,441
|
|
Net income
|
|
—
|
|
—
|
|
68,002
|
|
—
|
|
68,002
|
|
3,609
|
|
265
|
|
71,876
|
|
||||||||
Other comprehensive income
|
|
—
|
|
—
|
|
—
|
|
9,010
|
|
9,010
|
|
479
|
|
—
|
|
9,489
|
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
14,629
|
|
—
|
|
—
|
|
14,629
|
|
—
|
|
—
|
|
14,629
|
|
||||||||
Issuance of 1,800 common shares upon exercise of options
|
|
—
|
|
54
|
|
—
|
|
—
|
|
54
|
|
—
|
|
—
|
|
54
|
|
||||||||
Grant of 411,968 restricted common share awards, net of forfeitures
|
|
4
|
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Repurchase of 1,911,585 common shares, including transaction costs
|
|
(18
|
)
|
(49,343
|
)
|
—
|
|
—
|
|
(49,361
|
)
|
—
|
|
—
|
|
(49,361
|
)
|
||||||||
Withholding of
69,886 common shares for employee income taxes |
|
(1
|
)
|
(2,435
|
)
|
—
|
|
—
|
|
(2,436
|
)
|
—
|
|
—
|
|
(2,436
|
)
|
||||||||
Contributions from noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13
|
|
13
|
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
|
—
|
|
1,630
|
|
—
|
|
—
|
|
1,630
|
|
(1,630
|
)
|
—
|
|
—
|
|
||||||||
Acquisition of noncontrolling interest in other consolidated partnership
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(159
|
)
|
(159
|
)
|
||||||||
Exchange of 32,348 Operating Partnership units for 32,348 common shares
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Common dividends ($1.3525 per share)
|
|
—
|
|
—
|
|
(130,166
|
)
|
—
|
|
(130,166
|
)
|
—
|
|
—
|
|
(130,166
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(6,800
|
)
|
(278
|
)
|
(7,078
|
)
|
||||||||
Balance,
December 31, 2017
|
|
$
|
946
|
|
$
|
784,782
|
|
$
|
(184,865
|
)
|
$
|
(19,285
|
)
|
$
|
581,578
|
|
$
|
30,724
|
|
$
|
—
|
|
$
|
612,302
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
71,876
|
|
|
$
|
204,329
|
|
|
$
|
222,168
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
127,744
|
|
|
115,357
|
|
|
103,936
|
|
|||
Amortization of deferred financing costs
|
|
3,263
|
|
|
3,237
|
|
|
2,730
|
|
|||
Gain on sale of assets and interests in unconsolidated entities
|
|
(6,943
|
)
|
|
(6,305
|
)
|
|
(120,447
|
)
|
|||
Gain on previously held interest in acquired joint ventures
|
|
—
|
|
|
(95,516
|
)
|
|
—
|
|
|||
Loss on early extinguishment of debt
|
|
35,626
|
|
|
—
|
|
|
—
|
|
|||
Equity in earnings of unconsolidated joint ventures
|
|
(1,937
|
)
|
|
(10,872
|
)
|
|
(11,484
|
)
|
|||
Equity-based compensation expense
|
|
13,585
|
|
|
15,319
|
|
|
14,712
|
|
|||
Amortization of debt (premiums) and discounts, net
|
|
462
|
|
|
1,290
|
|
|
256
|
|
|||
Net amortization of market rent rate adjustments
|
|
2,829
|
|
|
3,302
|
|
|
2,461
|
|
|||
Straight-line rent adjustments
|
|
(5,632
|
)
|
|
(7,002
|
)
|
|
(6,347
|
)
|
|||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
10,697
|
|
|
13,662
|
|
|
12,137
|
|
|||
Changes in other asset and liabilities:
|
|
|
|
|
|
|
||||||
Other assets
|
|
365
|
|
|
(544
|
)
|
|
(798
|
)
|
|||
Accounts payable and accrued expenses
|
|
1,224
|
|
|
3,059
|
|
|
1,431
|
|
|||
Net cash provided by operating activities
|
|
253,159
|
|
|
239,316
|
|
|
220,755
|
|
|||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|||
Additions to rental property
|
|
(166,231
|
)
|
|
(165,060
|
)
|
|
(238,706
|
)
|
|||
Acquisitions of interest in unconsolidated joint ventures, net of cash acquired
|
|
—
|
|
|
(45,219
|
)
|
|
—
|
|
|||
Additions to investments in unconsolidated joint ventures
|
|
(5,892
|
)
|
|
(32,968
|
)
|
|
(45,286
|
)
|
|||
Net proceeds on sale of assets and interests in unconsolidated entities
|
|
39,213
|
|
|
28,706
|
|
|
164,587
|
|
|||
Change in restricted cash
|
|
—
|
|
|
121,306
|
|
|
(121,306
|
)
|
|||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
25,084
|
|
|
60,267
|
|
|
26,875
|
|
|||
Additions to non-real estate assets
|
|
(8,909
|
)
|
|
(6,503
|
)
|
|
(837
|
)
|
|||
Additions to deferred lease costs
|
|
(6,584
|
)
|
|
(7,013
|
)
|
|
(7,803
|
)
|
|||
Other investing activities
|
|
5,774
|
|
|
983
|
|
|
649
|
|
|||
Net cash used in investing activities
|
|
(117,545
|
)
|
|
(45,501
|
)
|
|
(221,827
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Cash dividends paid
|
|
(130,166
|
)
|
|
(141,088
|
)
|
|
(104,877
|
)
|
|||
Distributions to noncontrolling interests in Operating Partnership
|
|
(6,800
|
)
|
|
(7,428
|
)
|
|
(5,561
|
)
|
|||
Proceeds from revolving credit facility
|
|
719,521
|
|
|
845,650
|
|
|
537,000
|
|
|||
Repayments of revolving credit facility
|
|
(572,421
|
)
|
|
(974,950
|
)
|
|
(457,700
|
)
|
|||
Proceeds from notes, mortgages and loans
|
|
299,460
|
|
|
437,420
|
|
|
90,839
|
|
|||
Repayments of notes, mortgages and loans
|
|
(373,258
|
)
|
|
(330,329
|
)
|
|
(49,783
|
)
|
|||
Payment of make-whole premium related to early extinguishment of debt
|
|
(34,143
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of deferred financing obligation
|
|
—
|
|
|
(28,388
|
)
|
|
—
|
|
|||
Repurchase of common shares, including transaction costs
|
|
(49,361
|
)
|
|
—
|
|
|
—
|
|
|||
Employee income taxes paid related to shares withheld upon vesting of equity awards
|
|
(2,436
|
)
|
|
(2,177
|
)
|
|
(1,126
|
)
|
|||
Additions to deferred financing costs
|
|
(2,850
|
)
|
|
(5,496
|
)
|
|
(2,829
|
)
|
|||
Proceeds from exercise of options
|
|
54
|
|
|
1,749
|
|
|
788
|
|
|||
Proceeds from other financing activities
|
|
12,054
|
|
|
3,897
|
|
|
259
|
|
|||
Payment for other financing activities
|
|
(1,333
|
)
|
|
(2,327
|
)
|
|
(156
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(141,679
|
)
|
|
(203,467
|
)
|
|
6,854
|
|
|||
Effect of foreign currency rate changes on cash and cash equivalents
|
|
(56
|
)
|
|
316
|
|
|
(1,099
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
(6,121
|
)
|
|
(9,336
|
)
|
|
4,683
|
|
|||
Cash and cash equivalents, beginning of year
|
|
12,222
|
|
|
21,558
|
|
|
16,875
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
6,101
|
|
|
$
|
12,222
|
|
|
$
|
21,558
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
|
|
|
||
Rental property:
|
|
|
|
|
||||
Land
|
|
$
|
279,978
|
|
|
$
|
272,153
|
|
Buildings, improvements and fixtures
|
|
2,793,638
|
|
|
2,647,477
|
|
||
Construction in progress
|
|
14,854
|
|
|
46,277
|
|
||
|
|
3,088,470
|
|
|
2,965,907
|
|
||
Accumulated depreciation
|
|
(901,967
|
)
|
|
(814,583
|
)
|
||
Total rental property, net
|
|
2,186,503
|
|
|
2,151,324
|
|
||
Cash and cash equivalents
|
|
6,050
|
|
|
12,199
|
|
||
Investments in unconsolidated joint ventures
|
|
119,436
|
|
|
128,104
|
|
||
Deferred lease costs and other intangibles, net
|
|
132,061
|
|
|
151,579
|
|
||
Prepaids and other assets
|
|
95,384
|
|
|
82,481
|
|
||
Total assets
|
|
$
|
2,539,434
|
|
|
$
|
2,525,687
|
|
Liabilities and Equity
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Debt:
|
|
|
|
|
||||
Senior, unsecured notes, net
|
|
$
|
1,134,755
|
|
|
$
|
1,135,309
|
|
Unsecured term loans, net
|
|
322,975
|
|
|
322,410
|
|
||
Mortgages payable, net
|
|
99,761
|
|
|
172,145
|
|
||
Unsecured lines of credit, net
|
|
206,160
|
|
|
58,002
|
|
||
Total debt
|
|
1,763,651
|
|
|
1,687,866
|
|
||
Accounts payable and accrued expenses
|
|
89,745
|
|
|
77,616
|
|
||
Other liabilities
|
|
73,736
|
|
|
54,764
|
|
||
Total liabilities
|
|
1,927,132
|
|
|
1,820,246
|
|
||
Commitments and contingencies (Note 23)
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
Partners' Equity:
|
|
|
|
|
||||
General partner, 1,000,000 units outstanding at December 31, 2017 and 2016
|
|
5,844
|
|
|
6,485
|
|
||
Limited partners, 4,995,433 and 5,027,781 Class A units and 93,560,536 and 95,095,891 Class B units outstanding at December 31, 2017 and 2016, respectively
|
|
626,803
|
|
|
728,631
|
|
||
Accumulated other comprehensive loss
|
|
(20,345
|
)
|
|
(29,834
|
)
|
||
Total partners' equity
|
|
612,302
|
|
|
705,282
|
|
||
Noncontrolling interests in consolidated partnerships
|
|
—
|
|
|
159
|
|
||
Total equity
|
|
612,302
|
|
|
705,441
|
|
||
Total liabilities and equity
|
|
$
|
2,539,434
|
|
|
$
|
2,525,687
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Base rentals
|
|
$
|
323,985
|
|
|
$
|
308,353
|
|
|
$
|
289,688
|
|
Percentage rentals
|
|
9,853
|
|
|
11,221
|
|
|
10,157
|
|
|||
Expense reimbursements
|
|
142,817
|
|
|
133,818
|
|
|
126,468
|
|
|||
Management, leasing and other services
|
|
2,452
|
|
|
3,847
|
|
|
5,426
|
|
|||
Other income
|
|
9,127
|
|
|
8,595
|
|
|
7,630
|
|
|||
Total revenues
|
|
488,234
|
|
|
465,834
|
|
|
439,369
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Property operating
|
|
155,235
|
|
|
152,017
|
|
|
146,503
|
|
|||
General and administrative
|
|
44,004
|
|
|
46,696
|
|
|
44,469
|
|
|||
Acquisition costs
|
|
—
|
|
|
487
|
|
|
—
|
|
|||
Abandoned pre-development costs
|
|
528
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
127,744
|
|
|
115,357
|
|
|
103,936
|
|
|||
Total expenses
|
|
327,511
|
|
|
314,557
|
|
|
294,908
|
|
|||
Operating income
|
|
160,723
|
|
|
151,277
|
|
|
144,461
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(64,825
|
)
|
|
(60,669
|
)
|
|
(54,188
|
)
|
|||
Loss on early extinguishment of debt
|
|
(35,626
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of assets and interests in unconsolidated entities
|
|
6,943
|
|
|
6,305
|
|
|
120,447
|
|
|||
Gain on previously held interest in acquired joint ventures
|
|
—
|
|
|
95,516
|
|
|
—
|
|
|||
Other non-operating income (expense)
|
|
2,724
|
|
|
1,028
|
|
|
(36
|
)
|
|||
Income before equity in earnings of unconsolidated joint ventures
|
|
69,939
|
|
|
193,457
|
|
|
210,684
|
|
|||
Equity in earnings of unconsolidated joint ventures
|
|
1,937
|
|
|
10,872
|
|
|
11,484
|
|
|||
Net income
|
|
71,876
|
|
|
204,329
|
|
|
222,168
|
|
|||
Noncontrolling interests in consolidated partnerships
|
|
(265
|
)
|
|
(298
|
)
|
|
363
|
|
|||
Net income available to partners
|
|
71,611
|
|
|
204,031
|
|
|
222,531
|
|
|||
Net income available to limited partners
|
|
70,900
|
|
|
202,012
|
|
|
220,328
|
|
|||
Net income available to general partner
|
|
$
|
711
|
|
|
$
|
2,019
|
|
|
$
|
2,203
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per common unit:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
0.71
|
|
|
$
|
2.02
|
|
|
$
|
2.21
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common unit:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
0.71
|
|
|
$
|
2.01
|
|
|
$
|
2.20
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
|
$
|
71,876
|
|
|
$
|
204,329
|
|
|
$
|
222,168
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
8,138
|
|
|
4,259
|
|
|
(23,200
|
)
|
|||
Change in fair value of cash flow hedges
|
|
1,351
|
|
|
4,609
|
|
|
(711
|
)
|
|||
Other comprehensive income (loss)
|
|
9,489
|
|
|
8,868
|
|
|
(23,911
|
)
|
|||
Comprehensive income
|
|
81,365
|
|
|
213,197
|
|
|
198,257
|
|
|||
Comprehensive (income) loss attributable to noncontrolling interests in consolidated partnerships
|
|
(265
|
)
|
|
(298
|
)
|
|
363
|
|
|||
Comprehensive income attributable to the Operating Partnership
|
|
$
|
81,100
|
|
|
$
|
212,899
|
|
|
$
|
198,620
|
|
|
|
General partner
|
Limited partners
|
Accumulated other comprehensive income (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
|
|
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
|
|
Net income
|
|
2,019
|
|
202,012
|
|
—
|
|
204,031
|
|
298
|
|
204,329
|
|
||||||
Other comprehensive income
|
|
—
|
|
—
|
|
8,868
|
|
8,868
|
|
—
|
|
8,868
|
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
16,304
|
|
—
|
|
16,304
|
|
—
|
|
16,304
|
|
||||||
Issuance of 59,700 common units upon exercise of options
|
|
—
|
|
1,749
|
|
—
|
|
1,749
|
|
—
|
|
1,749
|
|
||||||
Grant of 173,124 restricted common share awards by the Company, net of forfeitures
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Issuance of 24,040 deferred units
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Withholding of 66,760 common units for employee income taxes
|
|
—
|
|
(2,177
|
)
|
—
|
|
(2,177
|
)
|
—
|
|
(2,177
|
)
|
||||||
Contributions from noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
35
|
|
35
|
|
||||||
Adjustment for noncontrolling interests in other consolidated partnerships
|
|
—
|
|
4
|
|
—
|
|
4
|
|
(4
|
)
|
—
|
|
||||||
Acquisition of noncontrolling interest in other consolidated partnership
|
|
—
|
|
(1,617
|
)
|
—
|
|
(1,617
|
)
|
(325
|
)
|
(1,942
|
)
|
||||||
Common distributions ($1.260 per common unit)
|
|
(1,260
|
)
|
(126,066
|
)
|
—
|
|
(127,326
|
)
|
—
|
|
(127,326
|
)
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(431
|
)
|
(431
|
)
|
||||||
Balance, December 31, 2016
|
|
$
|
6,485
|
|
$
|
728,631
|
|
$
|
(29,834
|
)
|
$
|
705,282
|
|
$
|
159
|
|
$
|
705,441
|
|
Net income
|
|
711
|
|
70,900
|
|
—
|
|
71,611
|
|
265
|
|
71,876
|
|
||||||
Other comprehensive income
|
|
—
|
|
—
|
|
9,489
|
|
9,489
|
|
—
|
|
9,489
|
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
14,629
|
|
—
|
|
14,629
|
|
—
|
|
14,629
|
|
||||||
Issuance of 1,800 common units upon exercise of options
|
|
—
|
|
54
|
|
—
|
|
54
|
|
—
|
|
54
|
|
||||||
Grant of 411,968 restricted common share awards by the Company
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Repurchase of 1,911,585 units, including transaction costs
|
|
—
|
|
(49,361
|
)
|
—
|
|
(49,361
|
)
|
—
|
|
(49,361
|
)
|
||||||
Withholding of 69,886 common units for employee income taxes
|
|
—
|
|
(2,436
|
)
|
—
|
|
(2,436
|
)
|
—
|
|
(2,436
|
)
|
||||||
Contributions from noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13
|
|
13
|
|
||||||
Acquisition of noncontrolling interest in other consolidated partnership
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(159
|
)
|
(159
|
)
|
||||||
Common distributions
($1.3525 per common unit)
|
|
(1,352
|
)
|
(135,614
|
)
|
—
|
|
(136,966
|
)
|
—
|
|
(136,966
|
)
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(278
|
)
|
(278
|
)
|
||||||
Balance, December 31, 2017
|
|
$
|
5,844
|
|
$
|
626,803
|
|
$
|
(20,345
|
)
|
$
|
612,302
|
|
$
|
—
|
|
$
|
612,302
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
71,876
|
|
|
$
|
204,329
|
|
|
$
|
222,168
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
127,744
|
|
|
115,357
|
|
|
103,936
|
|
|||
Amortization of deferred financing costs
|
|
3,263
|
|
|
3,237
|
|
|
2,730
|
|
|||
Loss on early extinguishment of debt
|
|
35,626
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of assets and interests in unconsolidated entities
|
|
(6,943
|
)
|
|
(6,305
|
)
|
|
(120,447
|
)
|
|||
Gain on previously held interest in acquired joint ventures
|
|
—
|
|
|
(95,516
|
)
|
|
—
|
|
|||
Equity in earnings of unconsolidated joint ventures
|
|
(1,937
|
)
|
|
(10,872
|
)
|
|
(11,484
|
)
|
|||
Equity-based compensation expense
|
|
13,585
|
|
|
15,319
|
|
|
14,712
|
|
|||
Amortization of debt (premiums) and discounts, net
|
|
462
|
|
|
1,290
|
|
|
256
|
|
|||
Net amortization of market rent rate adjustments
|
|
2,829
|
|
|
3,302
|
|
|
2,461
|
|
|||
Straight-line rent adjustments
|
|
(5,632
|
)
|
|
(7,002
|
)
|
|
(6,347
|
)
|
|||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
10,697
|
|
|
13,662
|
|
|
12,137
|
|
|||
Changes in other assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Other assets
|
|
481
|
|
|
(705
|
)
|
|
(639
|
)
|
|||
Accounts payable and accrued expenses
|
|
1,080
|
|
|
3,203
|
|
|
2,335
|
|
|||
Net cash provided by operating activities
|
|
253,131
|
|
|
239,299
|
|
|
221,818
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|
|||
Additions to rental property
|
|
(166,231
|
)
|
|
(165,060
|
)
|
|
(238,706
|
)
|
|||
Acquisitions of interest in unconsolidated joint ventures, net of cash acquired
|
|
—
|
|
|
(45,219
|
)
|
|
—
|
|
|||
Additions to investments in unconsolidated joint ventures
|
|
(5,892
|
)
|
|
(32,968
|
)
|
|
(45,286
|
)
|
|||
Net proceeds on sale of assets and interests in unconsolidated entities
|
|
39,213
|
|
|
28,706
|
|
|
164,587
|
|
|||
Change in restricted cash
|
|
—
|
|
|
121,306
|
|
|
(121,306
|
)
|
|||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
25,084
|
|
|
60,267
|
|
|
26,875
|
|
|||
Additions to non-real estate assets
|
|
(8,909
|
)
|
|
(6,503
|
)
|
|
(837
|
)
|
|||
Additions to deferred lease costs
|
|
(6,584
|
)
|
|
(7,013
|
)
|
|
(7,803
|
)
|
|||
Other investing activities
|
|
5,774
|
|
|
983
|
|
|
649
|
|
|||
Net cash used in investing activities
|
|
(117,545
|
)
|
|
(45,501
|
)
|
|
(221,827
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Cash distributions paid
|
|
(136,966
|
)
|
|
(148,516
|
)
|
|
(110,438
|
)
|
|||
Proceeds from revolving credit facility
|
|
719,521
|
|
|
845,650
|
|
|
537,000
|
|
|||
Repayments of revolving credit facility
|
|
(572,421
|
)
|
|
(974,950
|
)
|
|
(457,700
|
)
|
|||
Proceeds from notes, mortgages and loans
|
|
299,460
|
|
|
437,420
|
|
|
90,839
|
|
|||
Repayments of notes, mortgages and loans
|
|
(373,258
|
)
|
|
(330,329
|
)
|
|
(49,783
|
)
|
|||
Payment of make-whole premium related to early extinguishment of debt
|
|
(34,143
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of deferred financing obligation
|
|
—
|
|
|
(28,388
|
)
|
|
—
|
|
|||
Repurchase of common shares, including transaction costs
|
|
(49,361
|
)
|
|
—
|
|
|
—
|
|
|||
Employee income taxes paid related to shares withheld upon vesting of equity awards
|
|
(2,436
|
)
|
|
(2,177
|
)
|
|
(1,126
|
)
|
|||
Additions to deferred financing costs
|
|
(2,850
|
)
|
|
(5,496
|
)
|
|
(2,829
|
)
|
|||
Proceeds from exercise of options
|
|
54
|
|
|
1,749
|
|
|
788
|
|
|||
Proceeds from other financing activities
|
|
12,054
|
|
|
3,897
|
|
|
259
|
|
|||
Payment for other financing activities
|
|
(1,333
|
)
|
|
(2,327
|
)
|
|
(156
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(141,679
|
)
|
|
(203,467
|
)
|
|
6,854
|
|
|||
Effect of foreign currency rate changes on cash and cash equivalents
|
|
(56
|
)
|
|
316
|
|
|
(1,099
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
(6,149
|
)
|
|
(9,353
|
)
|
|
5,746
|
|
|||
Cash and cash equivalents, beginning of year
|
|
12,199
|
|
|
21,552
|
|
|
15,806
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
6,050
|
|
|
$
|
12,199
|
|
|
$
|
21,552
|
|
1.
|
Organization of the Company
|
2.
|
Summary of Significant Accounting Policies
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Payroll and related costs capitalized
|
|
$
|
2,345
|
|
|
$
|
2,095
|
|
|
$
|
2,989
|
|
Interest costs capitalized
|
|
$
|
2,289
|
|
|
$
|
2,259
|
|
|
$
|
3,448
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Depreciation expense related to rental property
|
|
$
|
107,845
|
|
|
$
|
96,813
|
|
|
$
|
85,872
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Deferred lease costs capitalized
|
|
$
|
6,584
|
|
|
$
|
7,013
|
|
|
$
|
7,803
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Deferred lease costs capitalized- payroll and related costs
|
|
$
|
6,098
|
|
|
$
|
6,210
|
|
|
$
|
6,236
|
|
Common dividends per share:
|
|
2017
|
|
2016
|
|
2015
|
||||||
Ordinary income
|
|
$
|
1.1660
|
|
|
$
|
1.2459
|
|
|
$
|
1.2846
|
|
Capital gain
|
|
—
|
|
|
0.0141
|
|
|
0.0204
|
|
|||
Return of capital
|
|
0.1865
|
|
|
—
|
|
|
—
|
|
|||
|
|
$
|
1.3525
|
|
|
$
|
1.2600
|
|
|
$
|
1.3050
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income available to the Company's shareholders
|
|
$
|
68,002
|
|
|
$
|
193,744
|
|
|
$
|
211,200
|
|
Book/tax difference on:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
10,685
|
|
|
1,666
|
|
|
12,446
|
|
|||
Sale of assets and interests in unconsolidated entities
|
|
(8,718
|
)
|
|
(8,688
|
)
|
|
(110,248
|
)
|
|||
Equity in earnings from unconsolidated joint ventures
|
|
15,662
|
|
|
4,305
|
|
|
6,772
|
|
|||
Share-based payment compensation
|
|
221
|
|
|
4,596
|
|
|
4,751
|
|
|||
Gain on previously held interest in acquired joint venture
|
|
—
|
|
|
(91,467
|
)
|
|
—
|
|
|||
Other differences
|
|
(1,089
|
)
|
|
6,294
|
|
|
(2,831
|
)
|
|||
Taxable income available to common shareholders
|
|
$
|
84,763
|
|
|
$
|
110,450
|
|
|
$
|
122,090
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Costs relating to construction included in accounts payable and accrued expenses
|
|
$
|
32,060
|
|
|
$
|
22,908
|
|
|
$
|
28,665
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest paid, net of interest capitalized
|
|
$
|
56,730
|
|
|
$
|
50,270
|
|
|
$
|
49,542
|
|
Cash transferred for equity interests
|
$
|
54,000
|
|
Fair value of our previously held interests
|
145,581
|
|
|
Fair value of net assets
|
$
|
199,581
|
|
|
|
Fair Value
(in thousands)
|
|
Weighted-Average Amortization Period (in years)
|
||
Cash
|
|
$
|
8,781
|
|
|
|
Land
|
|
27,593
|
|
|
|
|
Buildings, improvements and fixtures
|
|
308,117
|
|
|
|
|
Deferred lease costs and other intangibles
|
|
|
|
|
||
Above market lease value
|
|
15,882
|
|
|
7.2
|
|
Lease in place value
|
|
13,972
|
|
|
5.9
|
|
Lease and legal costs
|
|
10,264
|
|
|
6.4
|
|
Total deferred lease costs and other intangibles
|
|
40,118
|
|
|
|
|
Prepaids and other assets
|
|
477
|
|
|
|
|
Debt
|
|
(158,994
|
)
|
|
|
|
Accounts payable and accrued expenses
|
|
(7,183
|
)
|
|
|
|
Other liabilities (below market lease value)
|
|
(19,328
|
)
|
|
12.0
|
|
Total fair value of net assets
|
|
$
|
199,581
|
|
|
|
Properties
|
|
Locations
|
|
Date Sold
|
|
Square Feet
|
|
Net Sales Proceeds
|
|
Gain on Sale
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
2017 Dispositions:
(1)
|
|
|
|
|
|
|
|
|
|
|
|||||
Westbrook
|
|
Westbrook, CT
|
|
May 2017
|
|
290
|
|
|
$
|
39,213
|
|
|
$
|
6,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2016 Dispositions:
(1)
|
|
|
|
|
|
|
|
|
|
|
|||||
Fort Myers
|
|
Fort Myers, FL
|
|
January 2016
|
|
199
|
|
|
$
|
25,785
|
|
|
$
|
4,887
|
|
Land outparcel
|
|
Myrtle Beach, SC
|
|
September 2016
|
|
—
|
|
|
$
|
2,921
|
|
|
1,418
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,305
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||||
2015 Dispositions:
(1)(2)
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
106,721
|
|
(1)
|
The rental properties did not meet the criteria set forth in the guidance for reporting discontinued operations (See Note 2), thus their results of operations have remained in continuing operations.
|
(2)
|
We received combined net proceeds of
$149.1 million
of which
$121.3 million
was recorded in restricted cash as of December 31, 2015. The restricted cash represented the cash proceeds from property sales that were being held by a qualified intermediary for such amounts subsequently being invested in the 2016 period in a tax efficient manner under Section 1031 of the Internal Revenue Code of 1986, as amended.
|
As of December 31, 2016
|
||||||||||||||||
Joint Venture
|
|
Outlet Center Location
|
|
Ownership %
|
|
Square Feet
(in 000's)
|
|
Carrying Value of Investment (in millions)
|
|
Total Joint Venture Debt, Net
(in millions)
(1)
|
||||||
Columbus
|
|
Columbus, OH
|
|
50.0
|
%
|
|
355
|
|
|
$
|
6.7
|
|
|
$
|
84.2
|
|
National Harbor
|
|
National Harbor, MD
|
|
50.0
|
%
|
|
341
|
|
|
4.1
|
|
|
86.1
|
|
||
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
901
|
|
|
117.3
|
|
|
11.1
|
|
||
Investments included in investments in unconsolidated joint ventures
|
|
|
|
|
|
$
|
128.1
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Charlotte
(2)
|
|
Charlotte, NC
|
|
50.0
|
%
|
|
398
|
|
|
$
|
(2.5
|
)
|
|
$
|
89.7
|
|
Galveston/Houston
(2)
|
|
Texas City, TX
|
|
50.0
|
%
|
|
353
|
|
|
(3.8
|
)
|
|
64.9
|
|
||
Investments included in other liabilities
|
|
|
|
|
|
$
|
(6.3
|
)
|
|
|
|
(1)
|
Net of debt origination costs and including premiums of
$1.4 million
and
$1.6 million
as of
December 31, 2017
and December 31, 2016, respectively.
|
(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,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Fees:
|
|
|
|
|
|
|
||||||
Management and marketing
|
|
$
|
2,310
|
|
|
$
|
2,744
|
|
|
$
|
2,853
|
|
Development and leasing
|
|
124
|
|
|
651
|
|
|
1,827
|
|
|||
Loan guarantee
|
|
18
|
|
|
452
|
|
|
746
|
|
|||
Total Fees
|
|
$
|
2,452
|
|
|
$
|
3,847
|
|
|
$
|
5,426
|
|
Condensed Combined Balance Sheets - Unconsolidated Joint Ventures
|
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
|
||||
Land
|
|
$
|
95,686
|
|
|
$
|
88,015
|
|
Buildings, improvements and fixtures
|
|
505,618
|
|
|
503,548
|
|
||
Construction in progress, including land under development
|
|
3,005
|
|
|
13,037
|
|
||
|
|
604,309
|
|
|
604,600
|
|
||
Accumulated depreciation
|
|
(93,837
|
)
|
|
(67,431
|
)
|
||
Total rental property, net
|
|
510,472
|
|
|
537,169
|
|
||
Cash and cash equivalents
|
|
25,061
|
|
|
27,271
|
|
||
Deferred lease costs, net
|
|
10,985
|
|
|
13,612
|
|
||
Prepaids and other assets
|
|
15,073
|
|
|
12,567
|
|
||
Total assets
|
|
$
|
561,591
|
|
|
$
|
590,619
|
|
Liabilities and Owners' Equity
|
|
|
|
|
||||
Mortgages payable, net
|
|
$
|
351,259
|
|
|
$
|
335,971
|
|
Accounts payable and other liabilities
|
|
14,680
|
|
|
20,011
|
|
||
Total liabilities
|
|
365,939
|
|
|
355,982
|
|
||
Owners' equity
|
|
195,652
|
|
|
234,637
|
|
||
Total liabilities and owners' equity
|
|
$
|
561,591
|
|
|
$
|
590,619
|
|
Condensed Combined Statements of Operations- Unconsolidated Joint Ventures:
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
$
|
96,776
|
|
|
$
|
106,766
|
|
|
$
|
106,042
|
|
Expenses:
|
|
|
|
|
|
|
||||||
Property operating
|
|
36,507
|
|
|
39,576
|
|
|
40,639
|
|
|||
General and administrative
|
|
350
|
|
|
349
|
|
|
571
|
|
|||
Asset impairment
|
|
18,042
|
|
|
5,838
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
28,162
|
|
|
32,930
|
|
|
34,516
|
|
|||
Total expenses
|
|
83,061
|
|
|
78,693
|
|
|
75,726
|
|
|||
Operating income
|
|
13,715
|
|
|
28,073
|
|
|
30,316
|
|
|||
Interest expense
|
|
(10,365
|
)
|
|
(8,946
|
)
|
|
(8,674
|
)
|
|||
Other non-operating income
|
|
71
|
|
|
6
|
|
|
19
|
|
|||
Net income
|
|
$
|
3,421
|
|
|
$
|
19,133
|
|
|
$
|
21,661
|
|
The Company and Operating Partnership's share of:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1,937
|
|
|
$
|
10,872
|
|
|
$
|
11,484
|
|
Depreciation, amortization and asset impairments (real estate related)
|
|
$
|
22,878
|
|
|
$
|
21,829
|
|
|
$
|
20,052
|
|
|
|
2017
|
|
2016
|
||||
Deferred lease costs
|
|
$
|
81,888
|
|
|
$
|
76,733
|
|
Intangible assets:
|
|
|
|
|
||||
Above market leases
|
|
54,763
|
|
|
57,077
|
|
||
Lease in place value
|
|
71,801
|
|
|
77,858
|
|
||
Tenant relationships
|
|
49,184
|
|
|
52,925
|
|
||
Other intangibles
|
|
49,730
|
|
|
52,346
|
|
||
|
|
307,366
|
|
|
316,939
|
|
||
Accumulated amortization
|
|
(175,305
|
)
|
|
(165,360
|
)
|
||
Deferred lease costs and other intangibles, net
|
|
$
|
132,061
|
|
|
$
|
151,579
|
|
Year
|
|
Above/below market leases, net
(1)
|
|
Deferred lease costs and other intangibles
(2)
|
||||
2018
|
|
$
|
2,387
|
|
|
$
|
9,173
|
|
2019
|
|
911
|
|
|
7,018
|
|
||
2020
|
|
447
|
|
|
5,945
|
|
||
2021
|
|
284
|
|
|
5,156
|
|
||
2022
|
|
267
|
|
|
4,767
|
|
||
Total
|
|
$
|
4,296
|
|
|
$
|
32,059
|
|
(1)
|
These amounts are recorded as a reduction of base rentals.
|
(2)
|
These amounts are recorded as an increase in depreciation and amortization.
|
|
|
2017
|
|
2016
|
||||
Unsecured lines of credit
|
|
$
|
208,100
|
|
|
$
|
61,000
|
|
Unsecured term loan
|
|
$
|
325,000
|
|
|
$
|
325,000
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
2017
|
|
2016
|
|||||||||||||
|
|
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
|
|
|
$
|
298,226
|
|
Senior notes
|
|
3.875
|
%
|
|
December 2023
|
|
250,000
|
|
|
246,036
|
|
|
250,000
|
|
|
245,425
|
|
||||
Senior notes
|
|
3.750
|
%
|
|
December 2024
|
|
250,000
|
|
|
247,410
|
|
|
250,000
|
|
|
247,058
|
|
||||
Senior notes
|
|
3.125
|
%
|
|
September 2026
|
|
350,000
|
|
|
345,128
|
|
|
350,000
|
|
|
344,600
|
|
||||
Senior notes
|
|
3.875
|
%
|
|
July 2027
|
|
300,000
|
|
|
296,182
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Mortgages payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Atlantic City
(2) (3)
|
|
5.14%-7.65%
|
|
|
November 2021- December 2026
|
|
37,462
|
|
|
39,879
|
|
|
40,471
|
|
|
43,286
|
|
||||
Foxwoods
|
|
LIBOR + 1.55%
|
|
|
December 2017
|
|
—
|
|
|
—
|
|
|
70,250
|
|
|
69,902
|
|
||||
Southaven
|
|
LIBOR + 1.75%
|
|
|
April 2018
|
|
60,000
|
|
|
59,881
|
|
|
59,277
|
|
|
58,957
|
|
||||
Unsecured term loan
|
|
LIBOR + 0.95%
|
|
|
April 2021
|
|
325,000
|
|
|
322,975
|
|
|
325,000
|
|
|
322,410
|
|
||||
Unsecured lines of credit
|
|
LIBOR + 0.90%
|
|
|
October 2019
|
|
208,100
|
|
|
206,160
|
|
|
61,000
|
|
|
58,002
|
|
||||
|
|
|
|
|
|
$
|
1,780,562
|
|
|
$
|
1,763,651
|
|
|
$
|
1,705,998
|
|
|
$
|
1,687,866
|
|
(1)
|
Includes premiums and net of debt discount and unamortized debt origination costs. Unamortized debt origination costs were
$12.7 million
and
$14.0 million
for the years ended
December 31, 2017
and
2016
, respectively. Amortization of deferred debt origination costs included in interest expense for the years ended
December 31, 2017
,
2016
and
2015
was
$3.3 million
,
$3.2 million
and
$2.7 million
, respectively.
|
(2)
|
The effective interest rate assigned during the purchase price allocation to this assumed mortgage during the acquisition in 2011 was
5.05%
.
|
(3)
|
Principal and interest due monthly with remaining principal due at maturity.
|
Calendar Year
|
|
Amount
|
|
|
2018
|
|
$
|
63,184
|
|
2019
|
|
211,469
|
|
|
2020
|
|
3,566
|
|
|
2021
|
|
330,793
|
|
|
2022
|
|
4,436
|
|
|
Thereafter
|
|
1,167,114
|
|
|
Subtotal
|
|
1,780,562
|
|
|
Net discount and debt origination costs
|
|
(16,911
|
)
|
|
Total
|
|
$
|
1,763,651
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|||||||||
Effective Date
|
|
Maturity Date
|
|
Notional Amount
|
|
Bank Pay Rate
|
|
Company Average Fixed Pay Rate
|
|
2017
|
|
2016
|
|||||||
Assets (Liabilities)
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
November 14, 2013
|
|
August 14, 2018
|
|
$
|
150,000
|
|
|
1 month LIBOR
|
|
1.30
|
%
|
|
$
|
326
|
|
|
$
|
(344
|
)
|
April 13, 2016
|
|
January 1, 2021
|
|
175,000
|
|
|
1 month LIBOR
|
|
1.03
|
%
|
|
5,207
|
|
|
4,337
|
|
|||
August 14, 2018
(2)
|
|
January 1, 2021
|
|
150,000
|
|
|
1 month LIBOR
|
|
2.20
|
%
|
|
(188
|
)
|
|
—
|
|
|||
Total
|
|
|
|
$
|
475,000
|
|
|
|
|
|
|
$
|
5,345
|
|
|
$
|
3,993
|
|
(1)
|
Net asset balances are recorded in prepaids and other assets on the consolidated balance sheets and net liabilities are recorded in other liabilities on the consolidated balance sheets.
|
(2)
|
In December 2017, we entered into
three
separate forward starting interest rate swap agreements, effective August 14, 2018.
|
|
|
|
||||||||||
|
|
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest Rate Swaps (Effective Portion):
|
|
|
|
|
|
|
||||||
Amount of gain (loss) recognized in OCI on derivative
|
|
$
|
1,351
|
|
|
$
|
4,609
|
|
|
$
|
(711
|
)
|
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, 2017:
|
|
|
|
|
|
|
|
|
||||||||
Asset:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps (prepaids and other assets)
|
|
$
|
5,533
|
|
|
$
|
—
|
|
|
$
|
5,533
|
|
|
$
|
—
|
|
Total assets
|
|
$
|
5,533
|
|
|
$
|
—
|
|
|
$
|
5,533
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps (other liabilities)
|
|
$
|
188
|
|
|
$
|
—
|
|
|
$
|
188
|
|
|
$
|
—
|
|
Total liabilities
|
|
$
|
188
|
|
|
$
|
—
|
|
|
$
|
188
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps (prepaids and other assets)
|
|
$
|
3,993
|
|
|
$
|
—
|
|
|
$
|
3,993
|
|
|
$
|
—
|
|
Total assets
|
|
$
|
3,993
|
|
|
$
|
—
|
|
|
$
|
3,993
|
|
|
$
|
—
|
|
|
|
2017
|
|
2016
|
||||
Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
Level 2 Significant Observable Inputs
|
|
1,139,064
|
|
|
1,137,976
|
|
||
Level 3 Significant Unobservable Inputs
|
|
636,476
|
|
|
566,668
|
|
||
Total fair value of debt
|
|
$
|
1,775,540
|
|
|
$
|
1,704,644
|
|
|
|
|
|
|
||||
Recorded value of debt
|
|
$
|
1,763,651
|
|
|
$
|
1,687,866
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Exchange of Class A limited partnership units
|
|
32,348
|
|
|
24,962
|
|
|
25,663
|
|
|
|
|
|
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
|
|
Units withheld for employee income taxes
|
|
—
|
|
|
—
|
|
|
(31,863
|
)
|
|
(31,863
|
)
|
Exchange of Class A limited partnership units
|
|
—
|
|
|
(25,663
|
)
|
|
25,663
|
|
|
—
|
|
Grant of restricted common share awards by the Company, net of forfeitures
|
|
—
|
|
|
—
|
|
|
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
|
|
Units withheld for employee income taxes
|
|
—
|
|
|
—
|
|
|
(66,760
|
)
|
|
(66,760
|
)
|
Exchange of Class A limited partnership units
|
|
—
|
|
|
(24,962
|
)
|
|
24,962
|
|
|
—
|
|
Grant of restricted common share awards by the Company, net of forfeitures
|
|
—
|
|
|
—
|
|
|
173,124
|
|
|
173,124
|
|
Issuance of deferred units
|
|
—
|
|
|
—
|
|
|
24,040
|
|
|
24,040
|
|
Units issued upon exercise of options
|
|
—
|
|
|
—
|
|
|
59,700
|
|
|
59,700
|
|
Balance December 31, 2016
|
|
1,000,000
|
|
|
5,027,781
|
|
|
95,095,891
|
|
|
100,123,672
|
|
Units withheld for employee income taxes
|
|
—
|
|
|
—
|
|
|
(69,886
|
)
|
|
(69,886
|
)
|
Exchange of Class A limited partnership units
|
|
—
|
|
|
(32,348
|
)
|
|
32,348
|
|
|
—
|
|
Grant of restricted common share awards by the Company, net of forfeitures
|
|
—
|
|
|
—
|
|
|
411,968
|
|
|
411,968
|
|
Repurchase of units
|
|
—
|
|
|
—
|
|
|
(1,911,585
|
)
|
|
(1,911,585
|
)
|
Units issued upon exercise of options
|
|
—
|
|
|
—
|
|
|
1,800
|
|
|
1,800
|
|
Balance December 31, 2017
|
|
1,000,000
|
|
|
4,995,433
|
|
|
93,560,536
|
|
|
98,555,969
|
|
|
|
2017
|
|
2016
|
||||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
68,002
|
|
|
$
|
193,744
|
|
Increase (decrease) in Tanger Factory Outlet Centers, Inc. paid-in-capital adjustments to noncontrolling interests
|
|
1,630
|
|
|
(389
|
)
|
||
Changes from net income attributable to Tanger Factory Outlet Centers, Inc. and transfers from noncontrolling interest
|
|
$
|
69,632
|
|
|
$
|
193,355
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
68,002
|
|
|
$
|
193,744
|
|
|
$
|
211,200
|
|
Less allocation of earnings to participating securities
|
|
(1,209
|
)
|
|
(1,926
|
)
|
|
(2,408
|
)
|
|||
Net income available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
$
|
66,793
|
|
|
$
|
191,818
|
|
|
$
|
208,792
|
|
Denominator
|
|
|
|
|
|
|
||||||
Basic weighted average common shares
|
|
94,506
|
|
|
95,102
|
|
|
94,698
|
|
|||
Effect of notional units
|
|
—
|
|
|
175
|
|
|
—
|
|
|||
Effect of outstanding options and certain restricted common shares
|
|
16
|
|
|
68
|
|
|
61
|
|
|||
Diluted weighted average common shares
|
|
94,522
|
|
|
95,345
|
|
|
94,759
|
|
|||
Basic earnings per common share:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
0.71
|
|
|
$
|
2.02
|
|
|
$
|
2.20
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
0.71
|
|
|
$
|
2.01
|
|
|
$
|
2.20
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Net income attributable to partners of the Operating Partnership
|
|
$
|
71,611
|
|
|
$
|
204,031
|
|
|
$
|
222,531
|
|
Allocation of earnings to participating securities
|
|
(1,209
|
)
|
|
(1,928
|
)
|
|
(2,413
|
)
|
|||
Net income available to common unitholders of the Operating Partnership
|
|
$
|
70,402
|
|
|
$
|
202,103
|
|
|
$
|
220,118
|
|
Denominator
|
|
|
|
|
|
|
||||||
Basic weighted average common units
|
|
99,533
|
|
|
100,155
|
|
|
99,777
|
|
|||
Effect of notional units
|
|
—
|
|
|
175
|
|
|
—
|
|
|||
Effect of outstanding options and certain restricted common units
|
|
16
|
|
|
68
|
|
|
61
|
|
|||
Diluted weighted average common units
|
|
99,549
|
|
|
100,398
|
|
|
99,838
|
|
|||
Basic earnings per common unit:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
0.71
|
|
|
$
|
2.02
|
|
|
$
|
2.21
|
|
Diluted earnings per common unit:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
0.71
|
|
|
$
|
2.01
|
|
|
$
|
2.20
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Restricted common shares
|
|
$
|
9,395
|
|
|
$
|
10,976
|
|
|
$
|
11,220
|
|
Notional unit performance awards
|
|
3,913
|
|
|
3,967
|
|
|
3,030
|
|
|||
Options
|
|
277
|
|
|
376
|
|
|
462
|
|
|||
Total equity-based compensation
|
|
$
|
13,585
|
|
|
$
|
15,319
|
|
|
$
|
14,712
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Equity-based compensation expense capitalized
|
|
$
|
1,044
|
|
|
$
|
985
|
|
|
$
|
837
|
|
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
|
|
Granted
|
|
286,524
|
|
|
29.64
|
|
|
Vested
|
|
(388,851
|
)
|
|
31.30
|
|
|
Forfeited
|
|
(104,400
|
)
|
|
34.13
|
|
|
Outstanding at December 31, 2016
|
|
879,268
|
|
|
$
|
31.09
|
|
Granted
|
|
253,431
|
|
|
33.07
|
|
|
Vested
|
|
(368,043
|
)
|
|
29.87
|
|
|
Forfeited
|
|
(14,750
|
)
|
|
34.39
|
|
|
Outstanding at December 31, 2017
|
|
749,906
|
|
|
$
|
32.30
|
|
|
|
2017 OPP
|
|
2016 OPP
|
|
2015 OPP
(1)
|
|
2014 OPP
(2)
|
|
2013 OPP
(3)
|
||||||||||
Performance targets
(4)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Absolute portion of award:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Percent of total award
|
|
50%
|
|
50%
|
|
60%
|
|
70%
|
|
70%
|
||||||||||
Absolute share price appreciation range
|
|
18% - 35%
|
|
18% - 35%
|
|
25% - 35%
|
|
25% - 35%
|
|
25% - 35%
|
||||||||||
Percentage of units to be earned
|
|
20%-100%
|
|
20%-100%
|
|
33%-100%
|
|
33%-100%
|
|
33%-100%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Relative portion of award:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Percent of total award
|
|
50%
|
|
50%
|
|
40%
|
|
30%
|
|
30%
|
||||||||||
Percentile rank of peer group range
(5)
|
|
40th - 70th
|
|
40th - 70th
|
|
50th - 70th
|
|
50th - 70th
|
|
50th - 70th
|
||||||||||
Percentage of units to be earned
|
|
20%-100%
|
|
20%-100%
|
|
33%-100%
|
|
33%-100%
|
|
33%-100%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Maximum number of restricted common shares that may be earned
|
|
296,400
|
|
|
321,900
|
|
|
306,600
|
|
|
329,700
|
|
|
315,150
|
|
|||||
Grant date fair value per share
|
|
$
|
16.60
|
|
|
$
|
15.10
|
|
|
$
|
15.85
|
|
|
$
|
14.71
|
|
|
$
|
13.99
|
|
(1)
|
On December 31, 2017, the measurement period for the 2015 OPP expired and neither of the Company’s absolute nor relative total shareholder returns were sufficient for employees to earn, and therefore become eligible to vest in, any restricted shares under the plan. Accordingly, all 2015 OPP performance awards were automatically forfeited.
|
(2)
|
On December 31, 2016, the measurement period for the 2014 OPP expired. Based on the Company’s absolute total shareholder return over the three-year measurement period, we issued
184,455
restricted common shares in January 2017, with
94,663
vesting immediately and the remaining
89,792
vesting in January one year thereafter
,
contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability). Our relative total shareholder return for the 2014 OPP did not meet the minimum share price appreciation and no shares were earned under this component of the 2014 OPP.
|
(3)
|
On December 31, 2015, the measurement period for the 2013 OPP expired and neither of the Company’s absolute nor relative total shareholder returns were sufficient for employees to earn, and therefore become eligible to vest in, any restricted shares under the plan. Accordingly, all 2013 OPP performance awards were automatically forfeited.
|
(4)
|
The performance shares for the OPP will convert on a pro-rata basis by linear interpolation between share price appreciation thresholds, both for absolute total shareholder return and for relative total shareholder return. The share price for the purposes of calculation of share price appreciation will be adjusted on a penny-for-penny basis with respect to any dividend payments made during the measurement period.
|
(5)
|
The peer group is based on companies included in the SNL Equity REIT index.
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Risk free interest rate
(1)
|
|
1.52
|
%
|
|
1.05
|
%
|
|
0.86
|
%
|
Expected dividend yield
(2)
|
|
3.4
|
%
|
|
3.1
|
%
|
|
2.7
|
%
|
Expected volatility
(3)
|
|
19
|
%
|
|
21
|
%
|
|
20
|
%
|
(1)
|
Represents the interest rate as of the grant date on US treasury bonds having the same life as the estimated life of the restricted unit grants.
|
(2)
|
The dividend yield is calculated utilizing the dividends paid for the previous five-year period.
|
(3)
|
Based on a mix of historical and implied volatility for our common shares and the common shares of our peer index companies over the measurement period.
|
Unvested OPP Awards
|
|
Number of units
|
|
Weighted average grant date fair value
|
|||
Outstanding as of December 31, 2014
|
|
644,850
|
|
|
$
|
14.36
|
|
Awarded
|
|
306,600
|
|
|
15.85
|
|
|
Forfeited
|
|
(407,150
|
)
|
|
14.28
|
|
|
Outstanding as of December 31, 2015
|
|
544,300
|
|
|
$
|
15.26
|
|
Awarded
|
|
321,900
|
|
|
15.10
|
|
|
Forfeited
|
|
(107,024
|
)
|
|
14.77
|
|
|
Outstanding as of December 31, 2016
|
|
759,176
|
|
|
$
|
15.36
|
|
Awarded
|
|
296,400
|
|
|
16.60
|
|
|
Earned
(1)
|
|
(184,455
|
)
|
|
14.71
|
|
|
Forfeited
|
|
(267,710
|
)
|
|
15.84
|
|
|
Outstanding as of December 31, 2017
|
|
603,411
|
|
|
$
|
15.83
|
|
(1)
|
Represents the units under the 2014 OPP that are no longer outstanding and have been settled in restricted common shares.
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
Exercise prices
|
|
Options
|
|
Weighted average exercise price
|
|
Weighted remaining contractual life in years
|
|
Options
|
|
Weighted average exercise price
|
||||||||
$
|
26.06
|
|
|
62,200
|
|
|
$
|
26.06
|
|
|
3.15
|
|
62,200
|
|
|
$
|
26.06
|
|
32.02
|
|
|
169,000
|
|
|
32.02
|
|
|
6.00
|
|
89,800
|
|
|
32.02
|
|
|||
|
|
231,200
|
|
|
$
|
30.42
|
|
|
5.24
|
|
152,000
|
|
|
$
|
29.58
|
|
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
|
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(59,700
|
)
|
|
29.31
|
|
|
|
|
|
|||
Forfeited
|
|
(16,500
|
)
|
|
31.86
|
|
|
|
|
|
|||
Outstanding as of December 31, 2016
|
|
242,200
|
|
|
$
|
30.46
|
|
|
6.26
|
|
$
|
1,287
|
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(1,800
|
)
|
|
29.70
|
|
|
|
|
|
|||
Forfeited
|
|
(9,200
|
)
|
|
31.83
|
|
|
|
|
|
|||
Outstanding as of December 31, 2017
|
|
231,200
|
|
|
$
|
30.42
|
|
|
5.24
|
|
$
|
28
|
|
|
|
|
|
|
|
|
|
|
|||||
Vested and Expected to Vest as of
|
|
|
|
|
|
|
|
|
|||||
December 31, 2017
|
|
227,569
|
|
|
$
|
30.39
|
|
|
5.22
|
|
$
|
28
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable as of December 31, 2017
|
|
152,000
|
|
|
$
|
29.58
|
|
|
4.84
|
|
$
|
28
|
|
|
|
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
|
)
|
Other comprehensive loss before reclassifications
|
|
(22,017
|
)
|
|
(2,279
|
)
|
|
(24,296
|
)
|
|
(1,183
|
)
|
|
(122
|
)
|
|
(1,305
|
)
|
||||||
Reclassification out of accumulated other comprehensive income into interest expense
|
|
—
|
|
|
1,604
|
|
|
1,604
|
|
|
—
|
|
|
86
|
|
|
86
|
|
||||||
Balance December 31, 2015
|
|
(36,130
|
)
|
|
(585
|
)
|
|
(36,715
|
)
|
|
(1,956
|
)
|
|
(31
|
)
|
|
(1,987
|
)
|
||||||
Other comprehensive income before reclassifications
|
|
4,043
|
|
|
2,539
|
|
|
6,582
|
|
|
216
|
|
|
135
|
|
|
351
|
|
||||||
Reclassification out of accumulated other comprehensive income into interest expense
|
|
—
|
|
|
1,838
|
|
|
1,838
|
|
|
—
|
|
|
97
|
|
|
97
|
|
||||||
Balance December 31, 2016
|
|
(32,087
|
)
|
|
3,792
|
|
|
(28,295
|
)
|
|
(1,740
|
)
|
|
201
|
|
|
(1,539
|
)
|
||||||
Other comprehensive income before reclassifications
|
|
7,727
|
|
|
1,020
|
|
|
8,747
|
|
|
411
|
|
|
55
|
|
|
466
|
|
||||||
Reclassification out of accumulated other comprehensive income into interest expense
|
|
—
|
|
|
263
|
|
|
263
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||||
Balance December 31, 2017
|
|
$
|
(24,360
|
)
|
|
$
|
5,075
|
|
|
$
|
(19,285
|
)
|
|
$
|
(1,329
|
)
|
|
$
|
269
|
|
|
$
|
(1,060
|
)
|
|
|
Foreign currency
|
|
Cash flow hedges
|
|
Accumulated other comprehensive income (loss)
|
||||||
Balance December 31, 2014
|
|
$
|
(14,886
|
)
|
|
$
|
95
|
|
|
$
|
(14,791
|
)
|
Other comprehensive loss before reclassifications
|
|
(23,200
|
)
|
|
(2,401
|
)
|
|
(25,601
|
)
|
|||
Reclassification out of accumulated other comprehensive income into interest expense
|
|
—
|
|
|
1,690
|
|
|
1,690
|
|
|||
Balance December 31, 2015
|
|
(38,086
|
)
|
|
(616
|
)
|
|
(38,702
|
)
|
|||
Other comprehensive income before reclassifications
|
|
4,259
|
|
|
2,674
|
|
|
6,933
|
|
|||
Reclassification out of accumulated other comprehensive income into interest expense
|
|
—
|
|
|
1,935
|
|
|
1,935
|
|
|||
Balance December 31, 2016
|
|
(33,827
|
)
|
|
3,993
|
|
|
(29,834
|
)
|
|||
Other comprehensive income before reclassifications
|
|
8,138
|
|
|
1,075
|
|
|
9,213
|
|
|||
Reclassification out of accumulated other comprehensive income into interest expense
|
|
—
|
|
|
276
|
|
|
276
|
|
|||
Balance December 31, 2017
|
|
$
|
(25,689
|
)
|
|
$
|
5,344
|
|
|
$
|
(20,345
|
)
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Advertising and promotion
|
|
$
|
29,046
|
|
|
$
|
29,108
|
|
|
$
|
29,144
|
|
Common area maintenance
|
|
71,195
|
|
|
70,616
|
|
|
68,886
|
|
|||
Real estate taxes
|
|
30,695
|
|
|
28,542
|
|
|
26,168
|
|
|||
Other operating expenses
|
|
24,299
|
|
|
23,751
|
|
|
22,305
|
|
|||
|
|
$
|
155,235
|
|
|
$
|
152,017
|
|
|
$
|
146,503
|
|
2018
|
|
$
|
280,644
|
|
2019
|
|
253,637
|
|
|
2020
|
|
231,031
|
|
|
2021
|
|
199,028
|
|
|
2022
|
|
171,083
|
|
|
Thereafter
|
|
448,227
|
|
|
|
|
$
|
1,583,650
|
|
|
|
Operating Leases
|
||
2018
|
|
$
|
7,523
|
|
2019
|
|
7,385
|
|
|
2020
|
|
7,187
|
|
|
2021
|
|
7,119
|
|
|
2022
|
|
7,190
|
|
|
Thereafter
|
|
307,521
|
|
|
Total minimum payment
|
|
$
|
343,925
|
|
|
|
Year Ended December 31, 2017
(1)
|
||||||||||||||
|
|
First Quarter
|
|
Second Quarter
(2)
|
|
Third Quarter
(3)
|
|
Fourth
Quarter
|
||||||||
Total revenues
|
|
$
|
121,368
|
|
|
$
|
119,614
|
|
|
$
|
120,765
|
|
|
$
|
126,487
|
|
Operating income
|
|
37,648
|
|
|
38,093
|
|
|
41,383
|
|
|
43,599
|
|
||||
Net income (loss)
|
|
23,514
|
|
|
30,947
|
|
|
(16,034
|
)
|
|
33,449
|
|
||||
Income (loss) attributable to Tanger Factory Outlet Centers, Inc.
|
|
22,336
|
|
|
29,390
|
|
|
(15,219
|
)
|
|
31,495
|
|
||||
Income (loss) available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
22,041
|
|
|
29,084
|
|
|
(15,525
|
)
|
|
31,193
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
0.23
|
|
|
$
|
0.31
|
|
|
$
|
(0.17
|
)
|
|
$
|
0.33
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
0.23
|
|
|
$
|
0.31
|
|
|
$
|
(0.17
|
)
|
|
$
|
0.33
|
|
(1)
|
Quarterly amounts may not add to annual amounts due to the effect of rounding on a quarterly basis.
|
(2)
|
In the second quarter of 2017, net income includes a
$6.9 million
gain on the sale of our outlet center in Westbrook, Connecticut.
|
(3)
|
In the third quarter of 2017, net income includes a
$35.6 million
loss on early extinguishment of debt related to the early redemption of senior notes due 2020
a
nd a
$9.0 million
impairment charge, associated with our RioCan Canada unconsolidated joint ventures.
|
|
|
Year Ended December 31, 2016
(1)
|
||||||||||||||
|
|
First Quarter
(2)
|
|
Second Quarter
(3)
|
|
Third Quarter
(4)
|
|
Fourth
Quarter
|
||||||||
Total revenues
|
|
$
|
110,805
|
|
|
$
|
111,333
|
|
|
$
|
119,137
|
|
|
$
|
124,559
|
|
Operating income
|
|
34,799
|
|
|
38,340
|
|
|
39,875
|
|
|
38,263
|
|
||||
Net income
|
|
28,617
|
|
|
77,302
|
|
|
72,774
|
|
|
25,636
|
|
||||
Income attributable to Tanger Factory Outlet Centers, Inc.
|
|
27,150
|
|
|
73,417
|
|
|
69,104
|
|
|
24,073
|
|
||||
Income available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
26,856
|
|
|
72,692
|
|
|
68,477
|
|
|
23,793
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share :
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.28
|
|
|
$
|
0.76
|
|
|
$
|
0.72
|
|
|
$
|
0.25
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.28
|
|
|
$
|
0.76
|
|
|
$
|
0.72
|
|
|
$
|
0.25
|
|
(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 2016, net income includes a gain of
$4.9 million
on the sale of our outlet center in Fort Myers, Florida.
|
(3)
|
In the second quarter of 2016, net income includes a gain of
$49.3 million
on the acquisition of our other venture partners' equity interests in the Westgate joint venture.
|
(4)
|
In the third quarter of 2016, net income includes a gain of
$46.3 million
on the acquisition of our other venture partners' equity interests in the Savannah joint venture and a
$1.4 million
gain on the sale of an outparcel at our outlet center in Myrtle Beach, South Carolina located on Highway 501.
|
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, 2017 (in thousands)
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Description
|
|
|
|
Initial cost to Company
|
|
Costs Capitalized
Subsequent to Acquisition
(Improvements)
|
|
Gross Amount Carried at Close of Period
December 31, 2017
(1)
|
|
|
|
|
|
|
||||||||||||||||||||||||
Outlet Center Name
|
|
Location
|
|
Encum-brances
(2)
|
|
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
|
|
$
|
39,879
|
|
|
$
|
—
|
|
$
|
125,988
|
|
|
$
|
—
|
|
$
|
5,006
|
|
|
$
|
—
|
|
$
|
130,994
|
|
$
|
130,994
|
|
|
$
|
28,612
|
|
|
2011
(4)
|
|
(3)
|
Blowing Rock
|
|
Blowing Rock, NC
|
|
—
|
|
|
1,963
|
|
9,424
|
|
|
—
|
|
8,652
|
|
|
1,963
|
|
18,076
|
|
20,039
|
|
|
10,028
|
|
|
1997
(4)
|
|
(3)
|
|||||||||
Branson
|
|
Branson, MO
|
|
—
|
|
|
4,407
|
|
25,040
|
|
|
396
|
|
23,057
|
|
|
4,803
|
|
48,097
|
|
52,900
|
|
|
30,082
|
|
|
1994
|
|
(3)
|
|||||||||
Charleston
|
|
Charleston, SC
|
|
—
|
|
|
10,353
|
|
48,877
|
|
|
—
|
|
14,816
|
|
|
10,353
|
|
63,693
|
|
74,046
|
|
|
28,547
|
|
|
2006
|
|
(3)
|
|||||||||
Commerce
|
|
Commerce, GA
|
|
—
|
|
|
1,262
|
|
14,046
|
|
|
707
|
|
34,928
|
|
|
1,969
|
|
48,974
|
|
50,943
|
|
|
31,710
|
|
|
1995
|
|
(3)
|
|||||||||
Daytona Beach
|
|
Daytona Beach, FL
|
|
—
|
|
|
9,913
|
|
81,183
|
|
|
—
|
|
—
|
|
|
9,913
|
|
81,183
|
|
91,096
|
|
|
5,315
|
|
|
2016
|
|
(3)
|
|||||||||
Deer Park
|
|
Deer Park, NY
|
|
—
|
|
|
82,413
|
|
173,044
|
|
|
—
|
|
12,194
|
|
|
82,413
|
|
185,238
|
|
267,651
|
|
|
32,435
|
|
|
2013
(4)
|
|
(3)
|
|||||||||
Foley
|
|
Foley, AL
|
|
—
|
|
|
4,400
|
|
82,410
|
|
|
693
|
|
41,927
|
|
|
5,093
|
|
124,337
|
|
129,430
|
|
|
54,558
|
|
|
2003
(4)
|
|
(3)
|
|||||||||
Fort Worth
|
|
Fort Worth, TX
|
|
—
|
|
|
11,157
|
|
83,827
|
|
|
—
|
|
—
|
|
|
11,157
|
|
83,827
|
|
94,984
|
|
|
601
|
|
|
2017
|
|
(3)
|
|||||||||
Foxwoods
|
|
Mashantucket, CT
|
|
—
|
|
|
—
|
|
130,561
|
|
|
—
|
|
1,262
|
|
|
—
|
|
131,823
|
|
131,823
|
|
|
14,665
|
|
|
2015
|
|
(3)
|
|||||||||
Gonzales
|
|
Gonzales, LA
|
|
—
|
|
|
679
|
|
15,895
|
|
|
—
|
|
34,684
|
|
|
679
|
|
50,579
|
|
51,258
|
|
|
31,867
|
|
|
1992
|
|
(3)
|
|||||||||
Grand Rapids
|
|
Grand Rapids, MI
|
|
—
|
|
|
8,180
|
|
75,420
|
|
|
—
|
|
566
|
|
|
8,180
|
|
75,986
|
|
84,166
|
|
|
10,177
|
|
|
2015
|
|
(3)
|
|||||||||
Hershey
|
|
Hershey, PA
|
|
—
|
|
|
3,673
|
|
48,186
|
|
|
—
|
|
3,905
|
|
|
3,673
|
|
52,091
|
|
55,764
|
|
|
12,597
|
|
|
2011
(4)
|
|
(3)
|
|||||||||
Hilton Head I
|
|
Bluffton, SC
|
|
—
|
|
|
4,753
|
|
—
|
|
|
—
|
|
33,346
|
|
|
4,753
|
|
33,346
|
|
38,099
|
|
|
12,605
|
|
|
2011
|
|
(3)
|
|||||||||
Hilton Head II
|
|
Bluffton, SC
|
|
—
|
|
|
5,128
|
|
20,668
|
|
|
—
|
|
12,137
|
|
|
5,128
|
|
32,805
|
|
37,933
|
|
|
15,458
|
|
|
2003
(4)
|
|
(3)
|
|||||||||
Howell
|
|
Howell, MI
|
|
—
|
|
|
2,250
|
|
35,250
|
|
|
—
|
|
14,288
|
|
|
2,250
|
|
49,538
|
|
51,788
|
|
|
23,380
|
|
|
2002
(4)
|
|
(3)
|
|||||||||
Jeffersonville
|
|
Jeffersonville, OH
|
|
—
|
|
|
2,752
|
|
111,276
|
|
|
—
|
|
11,683
|
|
|
2,752
|
|
122,959
|
|
125,711
|
|
|
26,729
|
|
|
2011
(4)
|
|
(3)
|
|||||||||
Lancaster
|
|
Lancaster, PA
|
|
—
|
|
|
3,691
|
|
19,907
|
|
|
6,656
|
|
55,935
|
|
|
10,347
|
|
75,842
|
|
86,189
|
|
|
26,569
|
|
|
1994
(4)
|
|
(3)
|
|||||||||
Locust Grove
|
|
Locust Grove, GA
|
|
—
|
|
|
2,558
|
|
11,801
|
|
|
—
|
|
28,687
|
|
|
2,558
|
|
40,488
|
|
43,046
|
|
|
25,694
|
|
|
1994
|
|
(3)
|
|||||||||
Mebane
|
|
Mebane, NC
|
|
—
|
|
|
8,821
|
|
53,362
|
|
|
—
|
|
3,024
|
|
|
8,821
|
|
56,386
|
|
65,207
|
|
|
23,015
|
|
|
2010
|
|
(3)
|
|||||||||
Myrtle Beach Hwy 17
|
|
Myrtle Beach, SC
|
|
—
|
|
|
—
|
|
80,733
|
|
|
—
|
|
24,911
|
|
|
—
|
|
105,644
|
|
105,644
|
|
|
29,791
|
|
|
2009
(4)
|
|
(3)
|
|||||||||
Myrtle Beach Hwy 501
|
|
Myrtle Beach, SC
|
|
—
|
|
|
8,781
|
|
56,798
|
|
|
—
|
|
38,156
|
|
|
8,781
|
|
94,954
|
|
103,735
|
|
|
41,492
|
|
|
2003
(4)
|
|
(3)
|
|||||||||
Nags Head
|
|
Nags Head, NC
|
|
—
|
|
|
1,853
|
|
6,679
|
|
|
—
|
|
6,298
|
|
|
1,853
|
|
12,977
|
|
14,830
|
|
|
8,301
|
|
|
1997
(4)
|
|
(3)
|
|||||||||
Ocean City
|
|
Ocean City, MD
|
|
—
|
|
|
—
|
|
16,334
|
|
|
—
|
|
12,946
|
|
|
—
|
|
29,280
|
|
29,280
|
|
|
7,013
|
|
|
2011
(4)
|
|
(3)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2017 (in thousands)
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Description
|
|
|
|
Initial cost to Company
|
|
Costs Capitalized
Subsequent to Acquisition
(Improvements)
|
|
Gross Amount Carried at Close of Period
December 31, 2017
(1)
|
|
|
|
|
|
|
||||||||||||||||||||||||
Outlet Center Name
|
|
Location
|
|
Encum-brances
(2)
|
|
|
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
|
|||||||||||||||||
Park City
|
|
Park City, UT
|
|
—
|
|
|
6,900
|
|
33,597
|
|
|
343
|
|
27,524
|
|
|
7,243
|
|
61,121
|
|
68,364
|
|
|
25,774
|
|
|
2003
(4)
|
|
(3)
|
|||||||||
Pittsburgh
|
|
Pittsburgh, PA
|
|
—
|
|
|
5,528
|
|
91,288
|
|
|
3
|
|
13,602
|
|
|
5,531
|
|
104,890
|
|
110,421
|
|
|
49,281
|
|
|
2008
|
|
(3)
|
|||||||||
Rehoboth Beach
|
|
Rehoboth Beach, DE
|
|
—
|
|
|
20,600
|
|
74,209
|
|
|
1,875
|
|
53,335
|
|
|
22,475
|
|
127,544
|
|
150,019
|
|
|
47,162
|
|
|
2003
(4)
|
|
(3)
|
|||||||||
Riverhead
|
|
Riverhead, NY
|
|
—
|
|
|
—
|
|
36,374
|
|
|
6,152
|
|
127,942
|
|
|
6,152
|
|
164,316
|
|
170,468
|
|
|
89,714
|
|
|
1993
|
|
(3)
|
|||||||||
San Marcos
|
|
San Marcos, TX
|
|
—
|
|
|
1,801
|
|
9,440
|
|
|
2,301
|
|
58,326
|
|
|
4,102
|
|
67,766
|
|
71,868
|
|
|
41,424
|
|
|
1993
|
|
(3)
|
|||||||||
Savannah
|
|
Pooler, GA
|
|
—
|
|
|
8,556
|
|
167,780
|
|
|
—
|
|
2,780
|
|
|
8,556
|
|
170,560
|
|
179,116
|
|
|
8,397
|
|
|
2016
(4)
|
|
(3)
|
|||||||||
Sevierville
|
|
Sevierville, TN
|
|
—
|
|
|
—
|
|
18,495
|
|
|
—
|
|
48,944
|
|
|
—
|
|
67,439
|
|
67,439
|
|
|
37,488
|
|
|
1997
(4)
|
|
(3)
|
|||||||||
Southaven
|
|
Southaven, MS
|
|
59,881
|
|
|
14,959
|
|
62,042
|
|
|
—
|
|
3,194
|
|
|
14,959
|
|
65,236
|
|
80,195
|
|
|
8,629
|
|
|
2015
|
|
(3)
|
|||||||||
Terrell
|
|
Terrell, TX
|
|
—
|
|
|
523
|
|
13,432
|
|
|
—
|
|
9,712
|
|
|
523
|
|
23,144
|
|
23,667
|
|
|
18,173
|
|
|
1994
|
|
(3)
|
|||||||||
Tilton
|
|
Tilton, NH
|
|
—
|
|
|
1,800
|
|
24,838
|
|
|
29
|
|
13,780
|
|
|
1,829
|
|
38,618
|
|
40,447
|
|
|
17,025
|
|
|
2003
(4)
|
|
(3)
|
|||||||||
Westgate
|
|
Glendale, AZ
|
|
—
|
|
|
19,037
|
|
140,337
|
|
|
—
|
|
2,329
|
|
|
19,037
|
|
142,666
|
|
161,703
|
|
|
7,013
|
|
|
2016
(4)
|
|
(3)
|
|||||||||
Williamsburg
|
|
Williamsburg, IA
|
|
—
|
|
|
706
|
|
6,781
|
|
|
716
|
|
17,798
|
|
|
1,422
|
|
24,579
|
|
26,001
|
|
|
20,510
|
|
|
1991
|
|
(3)
|
|||||||||
Other
|
|
Various
|
|
—
|
|
|
710
|
|
1,496
|
|
|
—
|
|
—
|
|
|
710
|
|
1,496
|
|
2,206
|
|
|
136
|
|
|
Various
|
|
(3)
|
|||||||||
|
|
|
|
$
|
99,760
|
|
|
$
|
260,107
|
|
$
|
2,006,818
|
|
|
$
|
19,871
|
|
$
|
801,674
|
|
|
$
|
279,978
|
|
$
|
2,808,492
|
|
$
|
3,088,470
|
|
|
$
|
901,967
|
|
|
|
|
|
(1)
|
Aggregate cost for federal income tax purposes is approximately
$3.1 billion
.
|
(2)
|
Including premiums and net of debt origination costs.
|
(3)
|
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.
|
(4)
|
Represents year acquired.
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance, beginning of year
|
|
$
|
2,965,907
|
|
|
$
|
2,513,217
|
|
|
$
|
2,263,603
|
|
Acquisitions
|
|
—
|
|
|
335,710
|
|
|
—
|
|
|||
Improvements
|
|
175,868
|
|
|
163,187
|
|
|
245,391
|
|
|||
Dispositions and reclassifications to and from rental property held for sale
|
|
(53,305
|
)
|
|
(46,207
|
)
|
|
4,223
|
|
|||
Balance, end of year
|
|
$
|
3,088,470
|
|
|
$
|
2,965,907
|
|
|
$
|
2,513,217
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance, beginning of year
|
|
$
|
814,583
|
|
|
$
|
748,341
|
|
|
$
|
662,236
|
|
Depreciation for the period
|
|
107,845
|
|
|
96,813
|
|
|
85,872
|
|
|||
Dispositions and reclassifications to and from rental property held for sale
|
|
(20,461
|
)
|
|
(30,571
|
)
|
|
233
|
|
|||
Balance, end of year
|
|
$
|
901,967
|
|
|
$
|
814,583
|
|
|
$
|
748,341
|
|
|
Year ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before equity in earnings of unconsolidated joint ventures and noncontrolling interests
(1)(2)(3)(4)(5)
|
$
|
69,939
|
|
|
$
|
193,457
|
|
|
$
|
210,684
|
|
|
$
|
69,099
|
|
|
$
|
102,281
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributed income of unconsolidated joint ventures
|
10,697
|
|
|
13,662
|
|
|
12,137
|
|
|
9,586
|
|
|
5,853
|
|
|||||
Amortization of capitalized interest
|
762
|
|
|
675
|
|
|
635
|
|
|
517
|
|
|
513
|
|
|||||
Interest expense
|
64,825
|
|
|
60,669
|
|
|
54,188
|
|
|
57,931
|
|
|
51,616
|
|
|||||
Portion of rent expense - interest factor
|
2,335
|
|
|
2,299
|
|
|
2,261
|
|
|
2,119
|
|
|
2,078
|
|
|||||
Total earnings
|
148,558
|
|
|
270,762
|
|
|
279,905
|
|
|
139,252
|
|
|
162,341
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
64,825
|
|
|
60,669
|
|
|
54,188
|
|
|
57,931
|
|
|
51,616
|
|
|||||
Capitalized interest and capitalized amortization of debt issue costs
|
2,416
|
|
|
2,382
|
|
|
3,791
|
|
|
5,318
|
|
|
1,628
|
|
|||||
Portion of rent expense - interest factor
|
2,335
|
|
|
2,299
|
|
|
2,261
|
|
|
2,119
|
|
|
2,078
|
|
|||||
Total fixed charges
|
$
|
69,576
|
|
|
$
|
65,350
|
|
|
$
|
60,240
|
|
|
$
|
65,368
|
|
|
$
|
55,322
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
2.1
|
|
|
4.1
|
|
|
4.6
|
|
|
2.1
|
|
|
2.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
(1)
|
Income before equity in earnings of unconsolidated joint ventures and noncontrolling interests for the period ended December 31, 2017, includes a $6.9 million gain on the sale of our outlet center in Westbrook, Connecticut and a $35.6 million loss on early extinguishment of debt related to the early redemption of senior notes due 2020.
|
(2)
|
Income before equity in earnings of unconsolidated joint ventures and noncontrolling interests for the period ended December 31, 2016, includes a gain on previously held interest in acquired joint ventures of $93.5 million associated with the acquisition of our Savannah and Westgate joint ventures, a $4.9 million gain on the sale of our outlet center in Fort Myers, Florida located near Sanibel Island, and a $1.4 million gain on the sale an outparcel at our outlet center in Myrtle Beach, South Carolina located on Highway 501.
|
(3)
|
Income before equity in earnings of unconsolidated joint ventures and noncontrolling interests for the period ended December 31, 2015, includes 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.
|
(4)
|
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.
|
(5)
|
Income before equity in earnings 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,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before equity in earnings of unconsolidated joint ventures and noncontrolling interests
(1)(2)(3)(4)(5)
|
$
|
69,939
|
|
|
$
|
193,457
|
|
|
$
|
210,684
|
|
|
$
|
69,099
|
|
|
$
|
102,281
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributed income of unconsolidated joint ventures
|
10,697
|
|
|
13,662
|
|
|
12,137
|
|
|
9,586
|
|
|
5,853
|
|
|||||
Amortization of capitalized interest
|
762
|
|
|
675
|
|
|
635
|
|
|
517
|
|
|
513
|
|
|||||
Interest expense
|
64,825
|
|
|
60,669
|
|
|
54,188
|
|
|
57,931
|
|
|
51,616
|
|
|||||
Portion of rent expense - interest factor
|
2,335
|
|
|
2,299
|
|
|
2,261
|
|
|
2,119
|
|
|
2,078
|
|
|||||
Total earnings
|
148,558
|
|
|
270,762
|
|
|
279,905
|
|
|
139,252
|
|
|
162,341
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
64,825
|
|
|
60,669
|
|
|
54,188
|
|
|
57,931
|
|
|
51,616
|
|
|||||
Capitalized interest and capitalized amortization of debt issue costs
|
2,416
|
|
|
2,382
|
|
|
3,791
|
|
|
5,318
|
|
|
1,628
|
|
|||||
Portion of rent expense - interest factor
|
2,335
|
|
|
2,299
|
|
|
2,261
|
|
|
2,119
|
|
|
2,078
|
|
|||||
Total fixed charges
|
$
|
69,576
|
|
|
$
|
65,350
|
|
|
$
|
60,240
|
|
|
$
|
65,368
|
|
|
$
|
55,322
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
2.1
|
|
|
4.1
|
|
|
4.6
|
|
|
2.1
|
|
|
2.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
(1)
|
Income before equity in earnings of unconsolidated joint ventures and noncontrolling interests for the period ended December 31, 2017, includes a $6.9 million gain on the sale of our outlet center in Westbrook, Connecticut and a $35.6 million loss on early extinguishment of debt related to the early redemption of senior notes due 2020.
|
(2)
|
Income before equity in earnings of unconsolidated joint ventures and noncontrolling interests for the period ended December 31, 2016, includes a gain on previously held interest in acquired joint ventures of $93.5 million associated with the acquisition of our Savannah and Westgate joint ventures, a $4.9 million gain on the sale of our outlet center in Fort Myers, Florida located near Sanibel Island, and $1.4 million gain on the sale an outparcel at our outlet center in Myrtle Beach, South Carolina located on Highway 5016.
|
(3)
|
Income before equity in earnings of unconsolidated joint ventures and noncontrolling interests for the period ended December 31, 2015, includes 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.
|
(4)
|
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.
|
(5)
|
Income before equity in earnings 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, 2017
;
|
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, 2017
;
|
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, 2017;
|
||
|
|
||
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 22, 2018
|
||
|
|||
/s/ Steven B. Tanger
|
|
||
Steven B. Tanger
|
|||
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, 2017;
|
||
|
|
||
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 22, 2018
|
||
|
|||
/s/ James F. Williams
|
|
||
James F. Williams
|
|||
Vice-President and Treasurer
|
|||
Tanger GP Trust, sole general partner of the Operating Partnership
(Principal Financial Officer)
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Date:
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February 22, 2018
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/s/ Steven B. Tanger
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Steven B. Tanger
Chief Executive Officer
Tanger Factory Outlet Centers, Inc.
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Date:
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February 22, 2018
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/s/ James F. Williams
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James F. Williams
Senior Vice President and Chief Financial Officer Tanger Factory Outlet Centers, Inc.
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(i)
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the accompanying
Annual
Report on Form
10-K
of the Operating Partnership for the
year ended
December 31, 2017
(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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February 22, 2018
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/s/ Steven B. Tanger
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|
Steven B. Tanger
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|
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Chief Executive Officer
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|
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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, 2017
(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)
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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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February 22, 2018
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/s/ James F. Williams
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James F. Williams
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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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