|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
North Carolina (Tanger Factory Outlet Centers, Inc.)
|
56-1815473
|
North Carolina (Tanger Properties Limited Partnership)
|
56-1822494
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
3200 Northline Avenue, Suite 360, Greensboro, NC 27408
|
|
(Address of principal executive offices)
|
|
|
|
(336) 292-3010
|
|
(Registrant's telephone number, including area code)
|
Tanger Factory Outlet Centers, Inc.
|
Yes
x
No
o
|
Tanger Properties Limited Partnership
|
Yes
x
No
o
|
Tanger Factory Outlet Centers, Inc.
|
Yes
x
No
o
|
Tanger Properties Limited Partnership
|
Yes
x
No
o
|
Tanger Factory Outlet Centers, Inc.
|
||
Large accelerated filer
x
|
|
Accelerated filer
o
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
Emerging growth company
o
|
Tanger Properties Limited Partnership
|
||
Large accelerated filer
o
|
|
Accelerated filer
o
|
Non-accelerated filer
x
|
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
Emerging growth company
o
|
Tanger Factory Outlet Centers, Inc.
|
o
|
Tanger Properties Limited Partnership
|
o
|
Tanger Factory Outlet Centers, Inc.
|
Yes
o
No
x
|
Tanger Properties Limited Partnership
|
Yes
o
No
x
|
•
|
enhancing investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
|
•
|
eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
|
•
|
creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.
|
•
|
Debt of the Company and the Operating Partnership;
|
•
|
Shareholders' Equity, if applicable, and Partners' Equity;
|
•
|
Earnings Per Share and Earnings Per Unit;
|
•
|
Accumulated Other Comprehensive Income of the Company and the Operating Partnership;
|
•
|
Liquidity and Capital Resources in the Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
|
Page Number
|
Part I. Financial Information
|
|
Item 1.
|
|
FINANCIAL STATEMENTS OF TANGER FACTORY OUTLET CENTERS, INC.
(Unaudited)
|
|
Consolidated Balance Sheets - as of March 31, 2018 and December 31, 2017
|
|
Consolidated Statements of Operations - for the three months ended March 31, 2018 and 2017
|
|
Consolidated Statements of Comprehensive Income - for the three months ended March 31, 2018 and 2017
|
|
Consolidated Statements of Shareholders' Equity - for the three months ended March 31, 2018 and 2017
|
|
Consolidated Statements of Cash Flows - for the three months ended March 31, 2018 and 2017
|
|
|
|
FINANCIAL STATEMENTS OF TANGER PROPERTIES LIMITED PARTNERSHIP
(Unaudited)
|
|
Consolidated Balance Sheets - as of March 31, 2018 and December 31, 2017
|
|
Consolidated Statements of Operations - for the three months ended March 31, 2018 and 2017
|
|
Consolidated Statements of Comprehensive Income - for the three months ended March 31, 2018 and 2017
|
|
Consolidated Statements of Equity - for the three months ended March 31, 2018 and 2017
|
|
Consolidated Statements of Cash Flows - for the three months ended March 31, 2018 and 2017
|
|
|
|
Condensed Notes to Consolidated Financial Statements of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership
|
|
|
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
Item 3. Quantitative and Qualitative Disclosures about Market Risk
|
|
|
|
Item 4. Controls and Procedures (Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership)
|
|
|
|
Part II. Other Information
|
|
|
|
Item 1. Legal Proceedings
|
|
|
|
Item 1A. Risk Factors
|
|
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
Item 4. Mine Safety Disclosure
|
|
|
|
Item 6. Exhibits
|
|
|
|
Signatures
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
|
|
|
||
Rental property:
|
|
|
|
|
|
|
||
Land
|
|
$
|
279,978
|
|
|
$
|
279,978
|
|
Buildings, improvements and fixtures
|
|
2,810,980
|
|
|
2,793,638
|
|
||
Construction in progress
|
|
615
|
|
|
14,854
|
|
||
|
|
3,091,573
|
|
|
3,088,470
|
|
||
Accumulated depreciation
|
|
(929,608
|
)
|
|
(901,967
|
)
|
||
Total rental property, net
|
|
2,161,965
|
|
|
2,186,503
|
|
||
Cash and cash equivalents
|
|
3,427
|
|
|
6,101
|
|
||
Investments in unconsolidated joint ventures
|
|
114,304
|
|
|
119,436
|
|
||
Deferred lease costs and other intangibles, net
|
|
127,493
|
|
|
132,061
|
|
||
Prepaids and other assets
|
|
98,669
|
|
|
96,004
|
|
||
Total assets
|
|
$
|
2,505,858
|
|
|
$
|
2,540,105
|
|
Liabilities and Equity
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||
Debt:
|
|
|
|
|
|
|
||
Senior, unsecured notes, net
|
|
$
|
1,135,230
|
|
|
$
|
1,134,755
|
|
Unsecured term loan, net
|
|
323,082
|
|
|
322,975
|
|
||
Mortgages payable, net
|
|
90,109
|
|
|
99,761
|
|
||
Unsecured lines of credit, net
|
|
223,634
|
|
|
206,160
|
|
||
Total debt
|
|
1,772,055
|
|
|
1,763,651
|
|
||
Accounts payable and accrued expenses
|
|
66,405
|
|
|
90,416
|
|
||
Other liabilities
|
|
73,907
|
|
|
73,736
|
|
||
Total liabilities
|
|
1,912,367
|
|
|
1,927,803
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Equity
|
|
|
|
|
|
|
||
Tanger Factory Outlet Centers, Inc.:
|
|
|
|
|
|
|
||
Common shares, $.01 par value, 300,000,000 shares authorized, 94,382,583 and 94,560,536 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively
|
|
944
|
|
|
946
|
|
||
Paid in capital
|
|
776,753
|
|
|
784,782
|
|
||
Accumulated distributions in excess of net income
|
|
(194,416
|
)
|
|
(184,865
|
)
|
||
Accumulated other comprehensive loss
|
|
(19,623
|
)
|
|
(19,285
|
)
|
||
Equity attributable to Tanger Factory Outlet Centers, Inc.
|
|
563,658
|
|
|
581,578
|
|
||
Equity attributable to noncontrolling interests:
|
|
|
|
|
||||
Noncontrolling interests in Operating Partnership
|
|
29,833
|
|
|
30,724
|
|
||
Noncontrolling interests in other consolidated partnerships
|
|
—
|
|
|
—
|
|
||
Total equity
|
|
593,491
|
|
|
612,302
|
|
||
Total liabilities and equity
|
|
$
|
2,505,858
|
|
|
$
|
2,540,105
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Revenues:
|
|
|
|
|
||||
Base rentals
|
|
$
|
81,533
|
|
|
$
|
80,330
|
|
Percentage rentals
|
|
1,429
|
|
|
1,855
|
|
||
Expense reimbursements
|
|
38,280
|
|
|
36,598
|
|
||
Management, leasing and other services
|
|
613
|
|
|
579
|
|
||
Other income
|
|
1,680
|
|
|
2,006
|
|
||
Total revenues
|
|
123,535
|
|
|
121,368
|
|
||
Expenses:
|
|
|
|
|
|
|||
Property operating
|
|
42,218
|
|
|
40,387
|
|
||
General and administrative
|
|
11,112
|
|
|
11,412
|
|
||
Abandoned pre-development costs
|
|
—
|
|
|
627
|
|
||
Depreciation and amortization
|
|
33,123
|
|
|
31,294
|
|
||
Total expenses
|
|
86,453
|
|
|
83,720
|
|
||
Operating income
|
|
37,082
|
|
|
37,648
|
|
||
Other income (expense):
|
|
|
|
|
||||
Interest expense
|
|
(15,800
|
)
|
|
(16,487
|
)
|
||
Other non-operating income (expense)
|
|
209
|
|
|
35
|
|
||
Income before equity in earnings of unconsolidated joint ventures
|
|
21,491
|
|
|
21,196
|
|
||
Equity in earnings of unconsolidated joint ventures
|
|
2,194
|
|
|
2,318
|
|
||
Net income
|
|
23,685
|
|
|
23,514
|
|
||
Noncontrolling interests in Operating Partnership
|
|
(1,217
|
)
|
|
(1,178
|
)
|
||
Noncontrolling interests in other consolidated partnerships
|
|
370
|
|
|
—
|
|
||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
22,838
|
|
|
$
|
22,336
|
|
|
|
|
|
|
||||
Basic earnings per common share:
|
|
|
|
|
||||
Net income
|
|
$
|
0.24
|
|
|
$
|
0.23
|
|
Diluted earnings per common share:
|
|
|
|
|
||||
Net income
|
|
$
|
0.24
|
|
|
$
|
0.23
|
|
|
|
|
|
|
||||
Dividends declared per common share
|
|
$
|
0.3425
|
|
|
$
|
0.3250
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Net income
|
|
$
|
23,685
|
|
|
$
|
23,514
|
|
Other comprehensive income (loss):
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
(3,095
|
)
|
|
1,010
|
|
||
Change in fair value of cash flow hedges
|
|
2,739
|
|
|
722
|
|
||
Other comprehensive income (loss)
|
|
(356
|
)
|
|
1,732
|
|
||
Comprehensive income
|
|
23,329
|
|
|
25,246
|
|
||
Comprehensive income attributable to noncontrolling interests
|
|
(829
|
)
|
|
(1,247
|
)
|
||
Comprehensive income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
22,500
|
|
|
$
|
23,999
|
|
|
|
Common shares
|
Paid in capital
|
Accumulated distributions in excess of earnings
|
Accumulated other comprehensive loss
|
Equity attributable to Tanger Factory Outlet Centers, Inc.
|
Noncontrolling interests 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
|
|
—
|
|
—
|
|
22,336
|
|
—
|
|
22,336
|
|
1,178
|
|
—
|
|
23,514
|
|
||||||||
Other comprehensive income
|
|
—
|
|
—
|
|
—
|
|
1,663
|
|
1,663
|
|
69
|
|
—
|
|
1,732
|
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
3,537
|
|
—
|
|
—
|
|
3,537
|
|
—
|
|
—
|
|
3,537
|
|
||||||||
Issuance of 1,800 common shares upon exercise of options
|
|
—
|
|
54
|
|
—
|
|
—
|
|
54
|
|
—
|
|
—
|
|
54
|
|
||||||||
Grant of 428,312 restricted common share awards, net of forfeitures
|
|
4
|
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Withholding of 69,886 common shares for employee income taxes
|
|
—
|
|
(2,435
|
)
|
—
|
|
—
|
|
(2,435
|
)
|
—
|
|
—
|
|
(2,435
|
)
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
|
—
|
|
106
|
|
—
|
|
—
|
|
106
|
|
(106
|
)
|
—
|
|
—
|
|
||||||||
Common dividends ($.325 per share)
|
|
—
|
|
—
|
|
(32,206
|
)
|
—
|
|
(32,206
|
)
|
—
|
|
—
|
|
(32,206
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,634
|
)
|
—
|
|
(1,634
|
)
|
||||||||
Balance,
March 31, 2017
|
|
$
|
965
|
|
$
|
821,509
|
|
$
|
(132,571
|
)
|
$
|
(26,632
|
)
|
$
|
663,271
|
|
$
|
34,573
|
|
$
|
159
|
|
$
|
698,003
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands, except share and per share data, unaudited)
|
|||||||||||||||||||||||||
|
|
Common shares
|
Paid in capital
|
Accumulated distributions in excess of earnings
|
Accumulated other comprehensive loss
|
Equity attributable to Tanger Factory Outlet Centers, Inc.
|
Noncontrolling interests in Operating Partnership
|
Noncontrolling
interests in
other consolidated partnerships
|
Total
equity
|
||||||||||||||||
Balance, December 31, 2017
|
|
$
|
946
|
|
$
|
784,782
|
|
$
|
(184,865
|
)
|
$
|
(19,285
|
)
|
$
|
581,578
|
|
$
|
30,724
|
|
$
|
—
|
|
$
|
612,302
|
|
Net income
|
|
—
|
|
—
|
|
22,838
|
|
—
|
|
22,838
|
|
1,217
|
|
(370
|
)
|
23,685
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
—
|
|
(338
|
)
|
(338
|
)
|
(18
|
)
|
—
|
|
(356
|
)
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
3,656
|
|
—
|
|
—
|
|
3,656
|
|
—
|
|
—
|
|
3,656
|
|
||||||||
Grant of 355,184 restricted common share awards, net of forfeitures
|
|
3
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Repurchase of 443,700 common shares, including transaction costs
|
|
(4
|
)
|
(9,994
|
)
|
—
|
|
—
|
|
(9,998
|
)
|
—
|
|
—
|
|
(9,998
|
)
|
||||||||
Withholding of
89,437 common shares for employee income taxes |
|
(1
|
)
|
(2,067
|
)
|
—
|
|
—
|
|
(2,068
|
)
|
—
|
|
—
|
|
(2,068
|
)
|
||||||||
Contributions from noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
445
|
|
445
|
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
|
—
|
|
379
|
|
—
|
|
—
|
|
379
|
|
(379
|
)
|
—
|
|
—
|
|
||||||||
Common dividends
($.3425 per share)
|
|
—
|
|
—
|
|
(32,389
|
)
|
—
|
|
(32,389
|
)
|
—
|
|
—
|
|
(32,389
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,711
|
)
|
(75
|
)
|
(1,786
|
)
|
||||||||
Balance,
March 31, 2018
|
|
$
|
944
|
|
$
|
776,753
|
|
$
|
(194,416
|
)
|
$
|
(19,623
|
)
|
$
|
563,658
|
|
$
|
29,833
|
|
$
|
—
|
|
$
|
593,491
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|||
Net income
|
|
$
|
23,685
|
|
|
$
|
23,514
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
33,123
|
|
|
31,294
|
|
||
Amortization of deferred financing costs
|
|
783
|
|
|
878
|
|
||
Equity in earnings of unconsolidated joint ventures
|
|
(2,194
|
)
|
|
(2,318
|
)
|
||
Equity-based compensation expense
|
|
3,392
|
|
|
3,292
|
|
||
Amortization of debt (premiums) and discounts, net
|
|
101
|
|
|
125
|
|
||
Amortization (accretion) of market rent rate adjustments, net
|
|
562
|
|
|
722
|
|
||
Straight-line rent adjustments
|
|
(1,948
|
)
|
|
(1,705
|
)
|
||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
2,198
|
|
|
2,473
|
|
||
Changes in other assets and liabilities:
|
|
|
|
|
||||
Other assets
|
|
1,714
|
|
|
(909
|
)
|
||
Accounts payable and accrued expenses
|
|
(11,412
|
)
|
|
(761
|
)
|
||
Net cash provided by operating activities
|
|
50,004
|
|
|
56,605
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Additions to rental property
|
|
(19,714
|
)
|
|
(35,527
|
)
|
||
Additions to investments in unconsolidated joint ventures
|
|
(514
|
)
|
|
(1,371
|
)
|
||
Additions to non-real estate assets
|
|
(303
|
)
|
|
(6,949
|
)
|
||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
4,494
|
|
|
3,313
|
|
||
Additions to deferred lease costs
|
|
(1,014
|
)
|
|
(1,430
|
)
|
||
Other investing activities
|
|
2,969
|
|
|
2,833
|
|
||
Net cash used in investing activities
|
|
(14,082
|
)
|
|
(39,131
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Cash dividends paid
|
|
(32,389
|
)
|
|
(32,206
|
)
|
||
Distributions to noncontrolling interests in Operating Partnership
|
|
(1,711
|
)
|
|
(1,634
|
)
|
||
Proceeds from revolving credit facility
|
|
149,200
|
|
|
128,855
|
|
||
Repayments of revolving credit facility
|
|
(129,700
|
)
|
|
(117,500
|
)
|
||
Repayments of notes, mortgages and loans
|
|
(9,379
|
)
|
|
(736
|
)
|
||
Repurchase of common shares, including transaction costs
|
|
(9,998
|
)
|
|
—
|
|
||
Employee income taxes paid related to shares withheld upon vesting of equity awards
|
|
(2,068
|
)
|
|
(2,435
|
)
|
||
Additions to deferred financing costs
|
|
(2,606
|
)
|
|
(50
|
)
|
||
Proceeds from exercise of options
|
|
—
|
|
|
54
|
|
||
Proceeds from other financing activities
|
|
445
|
|
|
3,283
|
|
||
Payment for other financing activities
|
|
(362
|
)
|
|
(104
|
)
|
||
Net cash used in financing activities
|
|
(38,568
|
)
|
|
(22,473
|
)
|
||
Effect of foreign currency rate changes on cash and cash equivalents
|
|
(28
|
)
|
|
2
|
|
||
Net decrease in cash and cash equivalents
|
|
(2,674
|
)
|
|
(4,997
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
6,101
|
|
|
12,222
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
3,427
|
|
|
$
|
7,225
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
|
|
|
||
Rental property:
|
|
|
|
|
|
|
||
Land
|
|
$
|
279,978
|
|
|
$
|
279,978
|
|
Buildings, improvements and fixtures
|
|
2,810,980
|
|
|
2,793,638
|
|
||
Construction in progress
|
|
615
|
|
|
14,854
|
|
||
|
|
3,091,573
|
|
|
3,088,470
|
|
||
Accumulated depreciation
|
|
(929,608
|
)
|
|
(901,967
|
)
|
||
Total rental property, net
|
|
2,161,965
|
|
|
2,186,503
|
|
||
Cash and cash equivalents
|
|
3,338
|
|
|
6,050
|
|
||
Investments in unconsolidated joint ventures
|
|
114,304
|
|
|
119,436
|
|
||
Deferred lease costs and other intangibles, net
|
|
127,493
|
|
|
132,061
|
|
||
Prepaids and other assets
|
|
97,860
|
|
|
95,384
|
|
||
Total assets
|
|
$
|
2,504,960
|
|
|
$
|
2,539,434
|
|
Liabilities and Equity
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Debt:
|
|
|
|
|
||||
Senior, unsecured notes, net
|
|
$
|
1,135,230
|
|
|
$
|
1,134,755
|
|
Unsecured term loan, net
|
|
323,082
|
|
|
322,975
|
|
||
Mortgages payable, net
|
|
90,109
|
|
|
99,761
|
|
||
Unsecured lines of credit, net
|
|
223,634
|
|
|
206,160
|
|
||
Total debt
|
|
1,772,055
|
|
|
1,763,651
|
|
||
Accounts payable and accrued expenses
|
|
65,507
|
|
|
89,745
|
|
||
Other liabilities
|
|
73,907
|
|
|
73,736
|
|
||
Total liabilities
|
|
1,911,469
|
|
|
1,927,132
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Equity
|
|
|
|
|
||||
Partners' Equity:
|
|
|
|
|
||||
General partner, 1,000,000 units outstanding at March 31, 2018 and December 31, 2017
|
|
5,743
|
|
|
5,844
|
|
||
Limited partners, 4,995,433 and 4,995,433 Class A common units, and 93,382,583 and 93,560,536 Class B common units outstanding at March 31, 2018 and December 31, 2017, respectively
|
|
608,449
|
|
|
626,803
|
|
||
Accumulated other comprehensive loss
|
|
(20,701
|
)
|
|
(20,345
|
)
|
||
Total partners' equity
|
|
593,491
|
|
|
612,302
|
|
||
Noncontrolling interests in consolidated partnerships
|
|
—
|
|
|
—
|
|
||
Total equity
|
|
593,491
|
|
|
612,302
|
|
||
Total liabilities and equity
|
|
$
|
2,504,960
|
|
|
$
|
2,539,434
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Revenues:
|
|
|
|
|
||||
Base rentals
|
|
$
|
81,533
|
|
|
$
|
80,330
|
|
Percentage rentals
|
|
1,429
|
|
|
1,855
|
|
||
Expense reimbursements
|
|
38,280
|
|
|
36,598
|
|
||
Management, leasing and other services
|
|
613
|
|
|
579
|
|
||
Other income
|
|
1,680
|
|
|
2,006
|
|
||
Total revenues
|
|
123,535
|
|
|
121,368
|
|
||
Expenses:
|
|
|
|
|
||||
Property operating
|
|
42,218
|
|
|
40,387
|
|
||
General and administrative
|
|
11,112
|
|
|
11,412
|
|
||
Abandoned pre-development costs
|
|
—
|
|
|
627
|
|
||
Depreciation and amortization
|
|
33,123
|
|
|
31,294
|
|
||
Total expenses
|
|
86,453
|
|
|
83,720
|
|
||
Operating income
|
|
37,082
|
|
|
37,648
|
|
||
Other income (expense):
|
|
|
|
|
||||
Interest expense
|
|
(15,800
|
)
|
|
(16,487
|
)
|
||
Other non-operating income (expense)
|
|
209
|
|
|
35
|
|
||
Income before equity in earnings of unconsolidated joint ventures
|
|
21,491
|
|
|
21,196
|
|
||
Equity in earnings of unconsolidated joint ventures
|
|
2,194
|
|
|
2,318
|
|
||
Net income
|
|
23,685
|
|
|
23,514
|
|
||
Noncontrolling interests in consolidated partnerships
|
|
370
|
|
|
—
|
|
||
Net income available to partners
|
|
24,055
|
|
|
23,514
|
|
||
Net income available to limited partners
|
|
23,814
|
|
|
23,281
|
|
||
Net income available to general partner
|
|
$
|
241
|
|
|
$
|
233
|
|
|
|
|
|
|
||||
Basic earnings per common unit:
|
|
|
|
|
||||
Net income
|
|
$
|
0.24
|
|
|
$
|
0.23
|
|
Diluted earnings per common unit:
|
|
|
|
|
||||
Net income
|
|
$
|
0.24
|
|
|
$
|
0.23
|
|
|
|
|
|
|
||||
Distribution declared per common unit
|
|
$
|
0.3425
|
|
|
$
|
0.3250
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Net income
|
|
$
|
23,685
|
|
|
$
|
23,514
|
|
Other comprehensive income (loss):
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
(3,095
|
)
|
|
1,010
|
|
||
Changes in fair value of cash flow hedges
|
|
2,739
|
|
|
722
|
|
||
Other comprehensive income (loss)
|
|
(356
|
)
|
|
1,732
|
|
||
Comprehensive income
|
|
23,329
|
|
|
25,246
|
|
||
Comprehensive income attributable to noncontrolling interests in consolidated partnerships
|
|
370
|
|
|
—
|
|
||
Comprehensive income attributable to the Operating Partnership
|
|
$
|
23,699
|
|
|
$
|
25,246
|
|
|
|
General partner
|
Limited partners
|
Accumulated other comprehensive loss
|
Total partners' equity
|
Noncontrolling interests in consolidated partnerships
|
Total equity
|
||||||||||||
Balance, December 31, 2016
|
|
$
|
6,485
|
|
$
|
728,631
|
|
$
|
(29,834
|
)
|
$
|
705,282
|
|
$
|
159
|
|
$
|
705,441
|
|
Net income
|
|
233
|
|
23,281
|
|
—
|
|
23,514
|
|
—
|
|
23,514
|
|
||||||
Other comprehensive income
|
|
—
|
|
—
|
|
1,732
|
|
1,732
|
|
—
|
|
1,732
|
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
3,537
|
|
—
|
|
3,537
|
|
—
|
|
3,537
|
|
||||||
Issuance of 1,800 common units upon exercise of options
|
|
—
|
|
54
|
|
—
|
|
54
|
|
—
|
|
54
|
|
||||||
Grant of 428,312 restricted common share awards by the Company, net of forfeitures
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Withholding of 69,886 common units for employee income taxes
|
|
—
|
|
(2,435
|
)
|
—
|
|
(2,435
|
)
|
—
|
|
(2,435
|
)
|
||||||
Common distributions ($.325 per common unit)
|
|
(325
|
)
|
(33,515
|
)
|
—
|
|
(33,840
|
)
|
—
|
|
(33,840
|
)
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Balance, March 31, 2017
|
|
$
|
6,393
|
|
$
|
719,553
|
|
$
|
(28,102
|
)
|
$
|
697,844
|
|
$
|
159
|
|
$
|
698,003
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
General partner
|
Limited partners
|
Accumulated other comprehensive loss
|
Total partners' equity
|
Noncontrolling interests in consolidated partnerships
|
Total equity
|
||||||||||||
Balance, December 31, 2017
|
|
$
|
5,844
|
|
$
|
626,803
|
|
$
|
(20,345
|
)
|
$
|
612,302
|
|
$
|
—
|
|
$
|
612,302
|
|
Net income
|
|
241
|
|
23,814
|
|
—
|
|
24,055
|
|
(370
|
)
|
23,685
|
|
||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
(356
|
)
|
(356
|
)
|
—
|
|
(356
|
)
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
3,656
|
|
—
|
|
3,656
|
|
—
|
|
3,656
|
|
||||||
Grant of 355,184 restricted common share awards by the Company
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Repurchase of 443,700 units, including transaction costs
|
|
—
|
|
(9,998
|
)
|
—
|
|
(9,998
|
)
|
—
|
|
(9,998
|
)
|
||||||
Withholding of 89,437 common units for employee income taxes
|
|
—
|
|
(2,068
|
)
|
—
|
|
(2,068
|
)
|
—
|
|
(2,068
|
)
|
||||||
Contributions from noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
445
|
|
445
|
|
||||||
Common distributions ($.3425
per common unit)
|
|
(342
|
)
|
(33,758
|
)
|
—
|
|
(34,100
|
)
|
—
|
|
(34,100
|
)
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(75
|
)
|
(75
|
)
|
||||||
Balance, March 31, 2018
|
|
$
|
5,743
|
|
$
|
608,449
|
|
$
|
(20,701
|
)
|
$
|
593,491
|
|
$
|
—
|
|
$
|
593,491
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||
Net income
|
|
$
|
23,685
|
|
|
$
|
23,514
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
33,123
|
|
|
31,294
|
|
||
Amortization of deferred financing costs
|
|
783
|
|
|
878
|
|
||
Equity in earnings of unconsolidated joint ventures
|
|
(2,194
|
)
|
|
(2,318
|
)
|
||
Equity-based compensation expense
|
|
3,392
|
|
|
3,292
|
|
||
Amortization of debt (premiums) and discounts, net
|
|
101
|
|
|
125
|
|
||
Amortization (accretion) of market rent rate adjustments, net
|
|
562
|
|
|
722
|
|
||
Straight-line rent adjustments
|
|
(1,948
|
)
|
|
(1,705
|
)
|
||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
2,198
|
|
|
2,473
|
|
||
Changes in other assets and liabilities:
|
|
|
|
|
||||
Other assets
|
|
1,903
|
|
|
(869
|
)
|
||
Accounts payable and accrued expenses
|
|
(11,639
|
)
|
|
(843
|
)
|
||
Net cash provided by operating activities
|
|
49,966
|
|
|
56,563
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Additions to rental property
|
|
(19,714
|
)
|
|
(35,527
|
)
|
||
Additions to investments in unconsolidated joint ventures
|
|
(514
|
)
|
|
(1,371
|
)
|
||
Additions to non-real estate assets
|
|
(303
|
)
|
|
(6,949
|
)
|
||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
4,494
|
|
|
3,313
|
|
||
Additions to deferred lease costs
|
|
(1,014
|
)
|
|
(1,430
|
)
|
||
Other investing activities
|
|
2,969
|
|
|
2,833
|
|
||
Net cash used in investing activities
|
|
(14,082
|
)
|
|
(39,131
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Cash distributions paid
|
|
(34,100
|
)
|
|
(33,840
|
)
|
||
Proceeds from revolving credit facility
|
|
149,200
|
|
|
128,855
|
|
||
Repayments of revolving credit facility
|
|
(129,700
|
)
|
|
(117,500
|
)
|
||
Repayments of notes, mortgages and loans
|
|
(9,379
|
)
|
|
(736
|
)
|
||
Repurchase of units, including transaction costs
|
|
(9,998
|
)
|
|
—
|
|
||
Employee income taxes paid related to shares withheld upon vesting of equity awards
|
|
(2,068
|
)
|
|
(2,435
|
)
|
||
Additions to deferred financing costs
|
|
(2,606
|
)
|
|
(50
|
)
|
||
Proceeds from exercise of options
|
|
—
|
|
|
54
|
|
||
Proceeds from other financing activities
|
|
445
|
|
|
3,283
|
|
||
Payment for other financing activities
|
|
(362
|
)
|
|
(104
|
)
|
||
Net cash used in financing activities
|
|
(38,568
|
)
|
|
(22,473
|
)
|
||
Effect of foreign currency on cash and cash equivalents
|
|
(28
|
)
|
|
2
|
|
||
Net decrease in cash and cash equivalents
|
|
(2,712
|
)
|
|
(5,039
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
6,050
|
|
|
12,199
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
3,338
|
|
|
$
|
7,160
|
|
As of March 31, 2018
|
||||||||||||||||
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
|
|
|
$
|
0.1
|
|
|
$
|
84.5
|
|
National Harbor
|
|
National Harbor, MD
|
|
50.0
|
%
|
|
341
|
|
|
2.0
|
|
|
86.5
|
|
||
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
923
|
|
|
112.2
|
|
|
10.6
|
|
||
Investments included in investments in unconsolidated joint ventures
|
|
|
|
|
|
$
|
114.3
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Charlotte
(2)
|
|
Charlotte, NC
|
|
50.0
|
%
|
|
398
|
|
|
$
|
(4.3
|
)
|
|
$
|
89.9
|
|
Galveston/Houston
(2)
|
|
Texas City, TX
|
|
50.0
|
%
|
|
353
|
|
|
(14.7
|
)
|
|
79.5
|
|
||
Investments included in other liabilities
|
|
|
|
|
|
$
|
(19.0
|
)
|
|
|
|
As of December 31, 2017
|
||||||||||||||||
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
|
|
|
$
|
1.1
|
|
|
$
|
84.4
|
|
National Harbor
|
|
National Harbor, MD
|
|
50.0
|
%
|
|
341
|
|
|
2.5
|
|
|
86.4
|
|
||
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
923
|
|
|
115.8
|
|
|
11.1
|
|
||
Investments included in investments in unconsolidated joint ventures
|
|
|
|
|
|
$
|
119.4
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Charlotte
(2)
|
|
Charlotte, NC
|
|
50.0
|
%
|
|
398
|
|
|
$
|
(4.1
|
)
|
|
$
|
89.8
|
|
Galveston/Houston
(2)
|
|
Texas City, TX
|
|
50.0
|
%
|
|
353
|
|
|
(13.0
|
)
|
|
79.4
|
|
||
Investments included in other liabilities
|
|
|
|
|
|
$
|
(17.1
|
)
|
|
|
|
(1)
|
Net of debt origination costs and including premiums of
$1.3 million
and
$1.4 million
as of
March 31, 2018
and December 31, 2017, respectively.
|
(2)
|
The negative carrying value is due to distributions exceeding contributions and increases or decreases from the equity in earnings of the joint venture.
|
|
|
Three months ended
|
|
||||||
|
|
March 31,
|
|
||||||
|
|
2018
|
|
2017
|
|
||||
Fee:
|
|
|
|
|
|
||||
Management and marketing
|
|
$
|
567
|
|
|
$
|
542
|
|
|
Leasing and other fees
|
|
46
|
|
|
37
|
|
|
||
Total Fees
|
|
$
|
613
|
|
|
$
|
579
|
|
|
Condensed Combined Balance Sheets - Unconsolidated Joint Ventures
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
|
|
|
||
Land
|
|
$
|
94,138
|
|
|
$
|
95,686
|
|
Buildings, improvements and fixtures
|
|
500,209
|
|
|
505,618
|
|
||
Construction in progress, including land under development
|
|
3,094
|
|
|
3,005
|
|
||
|
|
597,441
|
|
|
604,309
|
|
||
Accumulated depreciation
|
|
(98,614
|
)
|
|
(93,837
|
)
|
||
Total rental property, net
|
|
498,827
|
|
|
510,472
|
|
||
Cash and cash equivalents
|
|
19,848
|
|
|
25,061
|
|
||
Deferred lease costs and other intangibles, net
|
|
10,405
|
|
|
10,985
|
|
||
Prepaids and other assets
|
|
14,614
|
|
|
15,073
|
|
||
Total assets
|
|
$
|
543,694
|
|
|
$
|
561,591
|
|
Liabilities and Owners' Equity
|
|
|
|
|
|
|
||
Mortgages payable, net
|
|
$
|
351,016
|
|
|
$
|
351,259
|
|
Accounts payable and other liabilities
|
|
11,289
|
|
|
14,680
|
|
||
Total liabilities
|
|
362,305
|
|
|
365,939
|
|
||
Owners' equity
|
|
181,389
|
|
|
195,652
|
|
||
Total liabilities and owners' equity
|
|
$
|
543,694
|
|
|
$
|
561,591
|
|
|
|
Three months ended
|
||||||
Condensed Combined Statements of Operations
|
|
March 31,
|
||||||
- Unconsolidated Joint Ventures
|
|
2018
|
|
2017
|
||||
Revenues
|
|
$
|
23,997
|
|
|
$
|
24,062
|
|
Expenses:
|
|
|
|
|
||||
Property operating
|
|
9,928
|
|
|
9,378
|
|
||
General and administrative
|
|
198
|
|
|
120
|
|
||
Depreciation and amortization
|
|
6,363
|
|
|
7,513
|
|
||
Total expenses
|
|
16,489
|
|
|
17,011
|
|
||
Operating income
|
|
7,508
|
|
|
7,051
|
|
||
Interest expense
|
|
(3,077
|
)
|
|
(2,260
|
)
|
||
Other non-operating income
|
|
52
|
|
|
2
|
|
||
Net income
|
|
$
|
4,483
|
|
|
$
|
4,793
|
|
|
|
|
|
|
||||
The Company and Operating Partnership's share of:
|
||||||||
Net income
|
|
$
|
2,194
|
|
|
$
|
2,318
|
|
Depreciation and amortization expense (real estate related)
|
|
$
|
3,229
|
|
|
$
|
3,838
|
|
|
|
As of
|
||||||
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Unsecured lines of credit
|
|
$
|
227,600
|
|
|
$
|
208,100
|
|
Unsecured term loan
|
|
$
|
325,000
|
|
|
$
|
325,000
|
|
|
|
|
|
|
|
As of
|
|
As of
|
|||||||||||||
|
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
|||||||||||||
|
|
Stated Interest Rate(s)
|
|
Maturity Date
|
|
Principal
|
|
Book Value
(1)
|
|
Principal
|
|
Book Value
(1)
|
|||||||||
Senior, unsecured notes:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior notes
|
|
3.875
|
%
|
|
December 2023
|
|
$
|
250,000
|
|
|
$
|
246,192
|
|
|
$
|
250,000
|
|
|
$
|
246,036
|
|
Senior notes
|
|
3.750
|
%
|
|
December 2024
|
|
250,000
|
|
|
247,498
|
|
|
250,000
|
|
|
247,410
|
|
||||
Senior notes
|
|
3.125
|
%
|
|
September 2026
|
|
350,000
|
|
|
345,263
|
|
|
350,000
|
|
|
345,128
|
|
||||
Senior notes
|
|
3.875
|
%
|
|
July 2027
|
|
300,000
|
|
|
296,277
|
|
|
300,000
|
|
|
296,182
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Mortgages payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Atlantic City
(2)(3)
|
|
5.14%-7.65%
|
|
|
November 2021- December 2026
|
|
36,682
|
|
|
39,001
|
|
|
37,462
|
|
|
39,879
|
|
||||
Southaven
|
|
LIBOR + 1.80%
|
|
|
April 2021
|
|
51,400
|
|
|
51,108
|
|
|
60,000
|
|
|
59,881
|
|
||||
Unsecured term loan
|
|
LIBOR + 0.95%
|
|
|
April 2021
|
|
325,000
|
|
|
323,082
|
|
|
325,000
|
|
|
322,975
|
|
||||
Unsecured lines of credit
|
|
LIBOR + 0.875%
|
|
|
October 2021
|
|
227,600
|
|
|
223,634
|
|
|
208,100
|
|
|
206,160
|
|
||||
|
|
|
|
|
|
$
|
1,790,682
|
|
|
$
|
1,772,055
|
|
|
$
|
1,780,562
|
|
|
$
|
1,763,651
|
|
(1)
|
Including premiums and net of debt discount and debt origination costs.
|
(2)
|
The effective interest rate assigned during the purchase price allocation to the Atlantic City mortgages assumed during the acquisition in 2011 was
5.05%
.
|
(3)
|
Principal and interest due monthly with remaining principal due at maturity.
|
Calendar Year
|
|
Amount
|
|
|
2018
|
|
$
|
2,404
|
|
2019
|
|
3,369
|
|
|
2020
|
|
3,566
|
|
|
2021
|
|
609,793
|
|
|
2022
|
|
4,436
|
|
|
Thereafter
|
|
1,167,114
|
|
|
Subtotal
|
|
1,790,682
|
|
|
Net discount and debt origination costs
|
|
(18,627
|
)
|
|
Total
|
|
$
|
1,772,055
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|||||||||
Effective Date
|
|
Maturity Date
|
|
Notional Amount
|
|
Bank Pay Rate
|
|
Company Fixed Pay Rate
|
|
March 31, 2018
|
|
December 31, 2017
|
|||||||
Assets (Liabilities)
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
November 14, 2013
|
|
August 14, 2018
|
|
$
|
150,000
|
|
|
1 month LIBOR
|
|
1.30
|
%
|
|
$
|
369
|
|
|
$
|
326
|
|
April 13, 2016
|
|
January 1, 2021
|
|
175,000
|
|
|
1 month LIBOR
|
|
1.03
|
%
|
|
6,636
|
|
|
5,207
|
|
|||
March 1, 2018
|
|
January 31, 2021
|
|
40,000
|
|
|
1 month LIBOR
|
|
2.47
|
%
|
|
(32
|
)
|
|
—
|
|
|||
August 14, 2018
|
|
January 1, 2021
|
|
150,000
|
|
|
1 month LIBOR
|
|
2.20
|
%
|
|
1,111
|
|
|
(188
|
)
|
|||
Total
|
|
|
|
$
|
515,000
|
|
|
|
|
|
|
$
|
8,084
|
|
|
$
|
5,345
|
|
(1)
|
Asset balances are recorded in prepaids and other assets on the consolidated balance sheets and liabilities are recorded in other liabilities on the consolidated balance sheets.
|
|
|
Three months ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Interest Rate Swaps (Effective Portion):
|
|
|
|
|
||||
Amount of gain recognized in OCI on derivative
|
|
$
|
2,739
|
|
|
$
|
722
|
|
Tier
|
|
Description
|
Level 1
|
|
Observable inputs such as quoted prices in active markets
|
Level 2
|
|
Inputs other than quoted prices in active markets that are either directly or indirectly observable
|
Level 3
|
|
Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
|
Quoted Prices in Active Markets for Identical Assets or Liabilities
|
|
Significant Observable Inputs
|
|
Significant Unobservable Inputs
|
||||||||
|
|
Total
|
|
|
|
|||||||||||
Fair value as of March 31, 2018:
|
|
|
|
|
|
|
|
|
||||||||
Asset:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps (prepaids and other assets)
|
|
$
|
8,116
|
|
|
$
|
—
|
|
|
$
|
8,116
|
|
|
$
|
—
|
|
Total assets
|
|
$
|
8,116
|
|
|
$
|
—
|
|
|
$
|
8,116
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps (other liabilities)
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
—
|
|
Total liabilities
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
|
|
|
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
|
|
|
$
|
—
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
Level 2 Significant Observable Inputs
|
|
1,096,355
|
|
|
1,139,064
|
|
||
Level 3 Significant Unobservable Inputs
|
|
644,249
|
|
|
636,476
|
|
||
Total fair value of debt
|
|
$
|
1,740,604
|
|
|
$
|
1,775,540
|
|
|
|
|
|
|
||||
Recorded value of debt
|
|
$
|
1,772,055
|
|
|
$
|
1,763,651
|
|
|
|
|
|
Limited Partnership Units
|
||||||||
|
|
General Partnership Units
|
|
Class A
|
|
Class B
|
|
Total
|
||||
Balance December 31, 2016
|
|
1,000,000
|
|
|
5,027,781
|
|
|
95,095,891
|
|
|
100,123,672
|
|
Grant of restricted common share awards by the Company, net of forfeitures
|
|
—
|
|
|
—
|
|
|
428,312
|
|
|
428,312
|
|
Units issued upon exercise of options
|
|
—
|
|
|
—
|
|
|
1,800
|
|
|
1,800
|
|
Units withheld for employee income taxes
|
|
—
|
|
|
—
|
|
|
(69,886
|
)
|
|
(69,886
|
)
|
Balance March 31, 2017
|
|
1,000,000
|
|
|
5,027,781
|
|
|
95,456,117
|
|
|
100,483,898
|
|
|
|
|
|
|
|
|
|
|
||||
Balance December 31, 2017
|
|
1,000,000
|
|
|
4,995,433
|
|
|
93,560,536
|
|
|
98,555,969
|
|
Grant of restricted common share awards by the Company, net of forfeitures
|
|
—
|
|
|
—
|
|
|
355,184
|
|
|
355,184
|
|
Repurchase of units
|
|
—
|
|
|
—
|
|
|
(443,700
|
)
|
|
(443,700
|
)
|
Units withheld for employee income taxes
|
|
—
|
|
|
—
|
|
|
(89,437
|
)
|
|
(89,437
|
)
|
Balance March 31, 2018
|
|
1,000,000
|
|
|
4,995,433
|
|
|
93,382,583
|
|
|
98,378,016
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Numerator:
|
|
|
|
|
||||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
22,838
|
|
|
$
|
22,336
|
|
Less allocation of earnings to participating securities
|
|
(263
|
)
|
|
(295
|
)
|
||
Net income available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
$
|
22,575
|
|
|
$
|
22,041
|
|
Denominator:
|
|
|
|
|
||||
Basic weighted average common shares
|
|
93,644
|
|
|
95,245
|
|
||
Effect of outstanding options and certain restricted common shares
|
|
—
|
|
|
66
|
|
||
Diluted weighted average common shares
|
|
93,644
|
|
|
95,311
|
|
||
Basic earnings per common share:
|
|
|
|
|
||||
Net income
|
|
$
|
0.24
|
|
|
$
|
0.23
|
|
Diluted earnings per common share:
|
|
|
|
|
||||
Net income
|
|
$
|
0.24
|
|
|
$
|
0.23
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Numerator:
|
|
|
|
|
|
|||
Net income attributable to partners of the Operating Partnership
|
|
$
|
24,055
|
|
|
$
|
23,514
|
|
Less allocation of earnings to participating securities
|
|
(263
|
)
|
|
(295
|
)
|
||
Net income available to common unitholders of the Operating Partnership
|
|
$
|
23,792
|
|
|
$
|
23,219
|
|
Denominator:
|
|
|
|
|
||||
Basic weighted average common units
|
|
98,640
|
|
|
100,273
|
|
||
Effect of outstanding options and certain restricted common units
|
|
—
|
|
|
66
|
|
||
Diluted weighted average common units
|
|
98,640
|
|
|
100,339
|
|
||
Basic earnings per common unit:
|
|
|
|
|
||||
Net income
|
|
$
|
0.24
|
|
|
$
|
0.23
|
|
Diluted earnings per common unit:
|
|
|
|
|
||||
Net income
|
|
$
|
0.24
|
|
|
$
|
0.23
|
|
|
|
Three months ended
|
||||||
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Restricted common shares
|
|
$
|
2,376
|
|
|
$
|
2,349
|
|
Notional unit performance awards
|
|
937
|
|
|
882
|
|
||
Options
|
|
79
|
|
|
61
|
|
||
Total equity-based compensation
|
|
$
|
3,392
|
|
|
$
|
3,292
|
|
|
|
Three months ended
|
||||||
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Equity-based compensation expense capitalized
|
|
$
|
264
|
|
|
$
|
246
|
|
Performance targets
(1)
|
|
|
||
Absolute portion of award:
|
|
|
||
Percent of total award
|
|
33.3%
|
||
Absolute total shareholder return range
|
|
19.1% - 29.5%
|
||
Percentage of units to be earned
|
|
20%-100%
|
||
|
|
|
||
Relative portion of award:
|
|
|
||
Percent of total award
|
|
66.7%
|
||
Percentile rank of peer group range
(2)
|
|
30th - 80th
|
||
Percentage of units to be earned
|
|
20%-100%
|
||
|
|
|
||
Maximum number of restricted common shares that may be earned
|
|
409,972
|
|
|
Grant date fair value per share
|
|
$
|
12.42
|
|
(1)
|
The number of restricted common shares received under the 2018 OPP will be determined on a pro-rata basis by linear interpolation between total shareholder return thresholds, both for absolute total shareholder return and for relative total shareholder return amongst the Company's peer group.
|
(2)
|
The peer group is based on companies included in the FTSE NAREIT Retail Index.
|
Risk free interest rate
(1)
|
|
2.40
|
%
|
Expected dividend yield
(2)
|
|
4.8
|
%
|
Expected volatility
(3)
|
|
27
|
%
|
(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.
|
|
|
|
||||||||||||||||||||||
|
|
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, 2017
|
|
$
|
(24,360
|
)
|
|
$
|
5,075
|
|
|
$
|
(19,285
|
)
|
|
$
|
(1,329
|
)
|
|
$
|
269
|
|
|
$
|
(1,060
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(2,938
|
)
|
|
2,914
|
|
|
(24
|
)
|
|
(157
|
)
|
|
156
|
|
|
(1
|
)
|
||||||
Reclassification out of accumulated other comprehensive income into interest expense
|
|
—
|
|
|
(314
|
)
|
|
(314
|
)
|
|
—
|
|
|
(17
|
)
|
|
(17
|
)
|
||||||
Balance March 31, 2018
|
|
$
|
(27,298
|
)
|
|
$
|
7,675
|
|
|
$
|
(19,623
|
)
|
|
$
|
(1,486
|
)
|
|
$
|
408
|
|
|
$
|
(1,078
|
)
|
|
|
|
||||||||||||||||||||||
|
|
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, 2016
|
|
$
|
(32,087
|
)
|
|
$
|
3,792
|
|
|
$
|
(28,295
|
)
|
|
$
|
(1,740
|
)
|
|
$
|
201
|
|
|
$
|
(1,539
|
)
|
Other comprehensive income before reclassifications
|
|
959
|
|
|
411
|
|
|
1,370
|
|
|
51
|
|
|
3
|
|
|
54
|
|
||||||
Reclassification out of accumulated other comprehensive income into interest expense
|
|
—
|
|
|
293
|
|
|
293
|
|
|
—
|
|
|
15
|
|
|
15
|
|
||||||
Balance March 31, 2017
|
|
$
|
(31,128
|
)
|
|
$
|
4,496
|
|
|
$
|
(26,632
|
)
|
|
$
|
(1,689
|
)
|
|
$
|
219
|
|
|
$
|
(1,470
|
)
|
|
|
Foreign Currency
|
|
Cash flow hedges
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
Balance December 31, 2017
|
|
$
|
(25,689
|
)
|
|
$
|
5,344
|
|
|
$
|
(20,345
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(3,095
|
)
|
|
3,070
|
|
|
(25
|
)
|
|||
Reclassification out of accumulated other comprehensive income into interest expense
|
|
—
|
|
|
(331
|
)
|
|
(331
|
)
|
|||
Balance March 31, 2018
|
|
$
|
(28,784
|
)
|
|
$
|
8,083
|
|
|
$
|
(20,701
|
)
|
|
|
Foreign Currency
|
|
Cash flow hedges
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
Balance December 31, 2016
|
|
$
|
(33,827
|
)
|
|
$
|
3,993
|
|
|
$
|
(29,834
|
)
|
Other comprehensive income before reclassifications
|
|
1,010
|
|
|
414
|
|
|
1,424
|
|
|||
Reclassification out of accumulated other comprehensive income into interest expense
|
|
—
|
|
|
308
|
|
|
308
|
|
|||
Balance March 31, 2017
|
|
$
|
(32,817
|
)
|
|
$
|
4,715
|
|
|
$
|
(28,102
|
)
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
Costs relating to construction included in accounts payable and accrued expenses
|
|
$
|
18,978
|
|
|
$
|
26,923
|
|
|
|
March 31, 2018
|
|
March 31, 2017
|
||||
Interest paid, net of interest capitalized
|
|
$
|
15,903
|
|
|
$
|
9,445
|
|
|
|
|
|
Consolidated Outlet Centers
|
|
Unconsolidated Joint Venture Outlet Centers
|
||||||||
Outlet Center
|
|
Quarter Opened/Disposed
|
|
Square Feet
|
|
Number of Outlet Centers
|
|
Square Feet
|
|
Number of Outlet Centers
|
||||
As of January 1, 2017
|
|
|
|
12,710
|
|
|
36
|
|
|
2,348
|
|
|
8
|
|
New Developments:
|
|
|
|
|
|
|
|
|
|
|
||||
Fort Worth
|
|
Fourth Quarter
|
|
352
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Expansion:
|
|
|
|
|
|
|
|
|
|
|
||||
Ottawa
|
|
First & 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
|
|
Other
|
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
As of March 31, 2018
|
|
|
|
12,920
|
|
|
36
|
|
|
2,370
|
|
|
8
|
|
Consolidated Outlet Centers
|
|
Legal
|
|
Square
|
|
%
|
||
Location
|
|
Ownership %
|
|
Feet
|
|
Occupied
|
||
Deer Park, New York
|
|
100
|
|
740,159
|
|
|
95
|
|
Riverhead, New York
(1)
|
|
100
|
|
729,706
|
|
|
95
|
|
Rehoboth Beach, Delaware
(1)
|
|
100
|
|
557,353
|
|
|
97
|
|
Foley, Alabama
|
|
100
|
|
556,677
|
|
|
96
|
|
Atlantic City, New Jersey
(1) (4)
|
|
100
|
|
489,706
|
|
|
89
|
|
San Marcos, Texas
|
|
100
|
|
471,816
|
|
|
97
|
|
Sevierville, Tennessee
(1)
|
|
100
|
|
448,150
|
|
|
100
|
|
Savannah, Georgia
|
|
100
|
|
429,089
|
|
|
96
|
|
Myrtle Beach Hwy 501, South Carolina
|
|
100
|
|
425,334
|
|
|
88
|
|
Jeffersonville, Ohio
|
|
100
|
|
411,793
|
|
|
89
|
|
Glendale, Arizona (Westgate)
|
|
100
|
|
410,783
|
|
|
97
|
|
Myrtle Beach Hwy 17, South Carolina
(1)
|
|
100
|
|
403,347
|
|
|
99
|
|
Charleston, South Carolina
|
|
100
|
|
382,117
|
|
|
98
|
|
Lancaster, Pennsylvania
|
|
100
|
|
376,997
|
|
|
95
|
|
Pittsburgh, Pennsylvania
|
|
100
|
|
372,944
|
|
|
99
|
|
Commerce, Georgia
|
|
100
|
|
371,408
|
|
|
99
|
|
Grand Rapids, Michigan
|
|
100
|
|
357,080
|
|
|
94
|
|
Fort Worth, Texas
|
|
100
|
|
351,741
|
|
|
94
|
|
Daytona Beach, Florida
|
|
100
|
|
351,721
|
|
|
99
|
|
Branson, Missouri
|
|
100
|
|
329,861
|
|
|
100
|
|
Locust Grove, Georgia
|
|
100
|
|
321,082
|
|
|
100
|
|
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
|
|
|
100
|
|
Howell, Michigan
|
|
100
|
|
314,459
|
|
|
94
|
|
Mashantucket, Connecticut (Foxwoods)
(1)
|
|
100
|
|
311,616
|
|
|
95
|
|
Williamsburg, Iowa
|
|
100
|
|
276,331
|
|
|
95
|
|
Tilton, New Hampshire
|
|
100
|
|
250,107
|
|
|
94
|
|
Hershey, Pennsylvania
|
|
100
|
|
247,500
|
|
|
99
|
|
Hilton Head II, South Carolina
|
|
100
|
|
206,564
|
|
|
94
|
|
Ocean City, Maryland
(1)
|
|
100
|
|
199,425
|
|
|
96
|
|
Hilton Head I, South Carolina
|
|
100
|
|
181,670
|
|
|
98
|
|
Terrell, Texas
|
|
100
|
|
177,800
|
|
|
96
|
|
Blowing Rock, North Carolina
|
|
100
|
|
104,009
|
|
|
96
|
|
Nags Head, North Carolina
|
|
100
|
|
82,161
|
|
|
98
|
|
Totals
|
|
|
|
12,920,467
|
|
|
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.
|
(3)
|
Excludes the occupancy rate at our Fort Worth center which opened during the fourth quarter of 2017 and has not yet stabilized.
|
(4)
|
Property encumbered by mortgage. See notes
4
and
5
to the consolidated financial statements for further details of our debt obligations.
|
Unconsolidated joint venture properties
|
|
Legal
|
|
Square
|
|
%
|
|
|
Location
|
|
Ownership %
|
|
Feet
|
|
Occupied
|
|
|
Charlotte, North Carolina
(1)
|
|
50
|
|
397,857
|
|
|
99
|
|
Columbus, Ohio
(1)
|
|
50
|
|
355,245
|
|
|
95
|
|
Ottawa, Ontario
|
|
50
|
|
354,978
|
|
|
93
|
|
Texas City, Texas (Galveston/Houston)
(1)
|
|
50
|
|
352,705
|
|
|
96
|
|
National Harbor, Maryland
(1)
|
|
50
|
|
341,156
|
|
|
95
|
|
Cookstown, Ontario
|
|
50
|
|
307,779
|
|
|
98
|
|
Bromont, Quebec
|
|
50
|
|
161,307
|
|
|
72
|
|
Saint-Sauveur, Quebec
(1)
|
|
50
|
|
99,405
|
|
|
96
|
|
Total
|
|
|
|
2,370,432
|
|
|
94
|
|
(1)
|
Property encumbered by mortgage. See note
3
to the consolidated financial statements for further details of our debt obligations.
|
|
Trailing twelve months ended March 31, 2018
(1)
|
||||||||||||||
|
# of Leases
|
Square Feet
(in 000's)
|
Average
Annual
Straight-line Rent (psf)
|
Average
Tenant
Allowance (psf)
|
Average Initial Term
(in years)
|
Net Average
Annual
Straight-line Rent (psf)
(2)
|
|||||||||
Re-tenant
|
84
|
|
415
|
|
$
|
34.32
|
|
$
|
70.88
|
|
8.55
|
|
$
|
26.03
|
|
Renewal
|
262
|
|
1,300
|
|
$
|
29.25
|
|
$
|
0.25
|
|
4.07
|
|
$
|
29.19
|
|
|
|
|
|
|
|
|
|||||||||
|
Trailing twelve months ended March 31, 2017
(1)
|
||||||||||||||
|
# of Leases
|
Square Feet
(in 000's)
|
Average
Annual
Straight-line Rent (psf)
|
Average
Tenant
Allowance (psf)
|
Average Initial Term
(in years)
|
Net Average
Annual
Straight-line Rent (psf)
(2)
|
|||||||||
Re-tenant
|
118
|
|
383
|
|
$
|
40.47
|
|
$
|
40.86
|
|
8.59
|
|
$
|
35.71
|
|
Renewal
|
281
|
|
1,235
|
|
$
|
32.26
|
|
$
|
0.50
|
|
4.47
|
|
$
|
32.15
|
|
(1)
|
Represents change in rent (base rent and common area maintenance) for all leases for new stores that opened or renewals that started during the respective trailing twelve month periods within the consolidated portfolio, expect for license agreements, seasonal tenants, and month-to-month leases.
|
(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.
|
|
|
2018
|
|
2017
|
|
Increase/(Decrease)
|
||||||
Base rentals from existing properties
|
|
$
|
74,899
|
|
|
$
|
75,278
|
|
|
$
|
(379
|
)
|
Base rentals from new developments and expansions
|
|
4,083
|
|
|
1,699
|
|
|
2,384
|
|
|||
Base rentals from property disposed
|
|
—
|
|
|
1,072
|
|
|
(1,072
|
)
|
|||
Straight-line rent adjustments
|
|
1,948
|
|
|
1,705
|
|
|
243
|
|
|||
Termination fees
|
|
1,051
|
|
|
1,184
|
|
|
(133
|
)
|
|||
Amortization of above and below market rent adjustments, net
|
|
(448
|
)
|
|
(608
|
)
|
|
160
|
|
|||
|
|
$
|
81,533
|
|
|
$
|
80,330
|
|
|
$
|
1,203
|
|
|
|
2018
|
|
2017
|
|
Increase/(Decrease)
|
||||||
Percentage rentals from existing properties
|
|
$
|
1,374
|
|
|
$
|
1,789
|
|
|
$
|
(415
|
)
|
Percentage rentals from new developments and expansions
|
|
55
|
|
|
2
|
|
|
53
|
|
|||
Percentage rentals from property disposed
|
|
—
|
|
|
64
|
|
|
(64
|
)
|
|||
|
|
$
|
1,429
|
|
|
$
|
1,855
|
|
|
$
|
(426
|
)
|
|
|
2018
|
|
2017
|
|
Increase/(Decrease)
|
||||||
Expense reimbursements from existing properties
|
|
$
|
36,100
|
|
|
$
|
35,402
|
|
|
$
|
698
|
|
Expense reimbursements from new developments and expansions
|
|
2,180
|
|
|
652
|
|
|
1,528
|
|
|||
Expense reimbursements from property disposed
|
|
—
|
|
|
544
|
|
|
(544
|
)
|
|||
|
|
$
|
38,280
|
|
|
$
|
36,598
|
|
|
$
|
1,682
|
|
|
|
2018
|
|
2017
|
|
Increase/(Decrease)
|
||||||
Management and marketing
|
|
$
|
567
|
|
|
$
|
542
|
|
|
$
|
25
|
|
Leasing and other fees
|
|
46
|
|
|
37
|
|
|
9
|
|
|||
|
|
$
|
613
|
|
|
$
|
579
|
|
|
$
|
34
|
|
|
|
2018
|
|
2017
|
|
Increase/(Decrease)
|
||||||
Other income from existing properties
|
|
$
|
1,616
|
|
|
$
|
1,948
|
|
|
$
|
(332
|
)
|
Other income from new developments and expansions
|
|
64
|
|
|
31
|
|
|
33
|
|
|||
Other income from property disposed
|
|
—
|
|
|
27
|
|
|
(27
|
)
|
|||
|
|
$
|
1,680
|
|
|
$
|
2,006
|
|
|
$
|
(326
|
)
|
|
|
2018
|
|
2017
|
|
Increase/(Decrease)
|
||||||
Property operating expenses from existing properties
|
|
$
|
40,012
|
|
|
$
|
39,022
|
|
|
$
|
990
|
|
Property operating expenses from new developments and expansions
|
|
2,191
|
|
|
672
|
|
|
1,519
|
|
|||
Property operating expenses from property disposed
|
|
15
|
|
|
693
|
|
|
(678
|
)
|
|||
|
|
$
|
42,218
|
|
|
$
|
40,387
|
|
|
$
|
1,831
|
|
|
|
2018
|
|
2017
|
|
Increase/(Decrease)
|
||||||
Depreciation and amortization from existing properties
|
|
$
|
31,039
|
|
|
$
|
30,542
|
|
|
$
|
497
|
|
Depreciation and amortization from new developments and expansions
|
|
2,084
|
|
|
322
|
|
|
1,762
|
|
|||
Depreciation and amortization from properties disposed
|
|
—
|
|
|
430
|
|
|
(430
|
)
|
|||
|
|
$
|
33,123
|
|
|
$
|
31,294
|
|
|
$
|
1,829
|
|
|
|
Three months ended March 31,
|
|
|
||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||
Net cash provided by operating activities
|
|
$
|
49,966
|
|
|
$
|
56,563
|
|
|
$
|
(6,597
|
)
|
Net cash used in investing activities
|
|
(14,082
|
)
|
|
(39,131
|
)
|
|
25,049
|
|
|||
Net cash used in financing activities
|
|
(38,568
|
)
|
|
(22,473
|
)
|
|
(16,095
|
)
|
|||
Effect of foreign currency rate changes on cash and equivalents
|
|
(28
|
)
|
|
2
|
|
|
(30
|
)
|
|||
Net decrease in cash and cash equivalents
|
|
$
|
(2,712
|
)
|
|
$
|
(5,039
|
)
|
|
$
|
2,327
|
|
|
|
Three months ended March 31,
|
|
|
||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||
Capital expenditures analysis:
|
|
|
|
|
|
|
||||||
New outlet center developments and expansions
|
|
$
|
883
|
|
|
$
|
27,329
|
|
|
$
|
(26,446
|
)
|
Major outlet center renovations
|
|
900
|
|
|
2,455
|
|
|
(1,555
|
)
|
|||
Second generation tenant allowances
|
|
3,152
|
|
|
4,089
|
|
|
(937
|
)
|
|||
Other capital expenditures
|
|
1,696
|
|
|
5,669
|
|
|
(3,973
|
)
|
|||
|
|
6,631
|
|
|
39,542
|
|
|
(32,911
|
)
|
|||
Conversion from accrual to cash basis
|
|
13,083
|
|
|
(4,015
|
)
|
|
17,098
|
|
|||
Additions to rental property-cash basis
|
|
$
|
19,714
|
|
|
$
|
35,527
|
|
|
$
|
(15,813
|
)
|
•
|
The decrease in new outlet center developments and expansions expenditures was primarily due to construction expenditures, including first generation tenant allowances, that occurred in the 2017 period for our Fort Worth, Daytona Beach and Lancaster outlet centers.
|
•
|
The decrease in major outlet center renovations in the 2018 period was primarily due to construction activities at our Riverhead and Rehoboth Beach outlet centers that occurred in 2017.
|
•
|
The decrease in other capital expenditures in the 2018 period is primarily due to tenant interior build outs and the installation of solar panels at several of our outlet centers that occurred in 2017.
|
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%
|
185
|
%
|
Joint Venture
|
|
Outlet Center Location
|
|
Ownership %
|
|
Square Feet
(in 000's)
|
|
Carrying Value of Investment (in millions)
|
||||
Columbus
|
|
Columbus, OH
|
|
50.0
|
%
|
|
355
|
|
|
$
|
0.1
|
|
National Harbor
|
|
National Harbor, MD
|
|
50.0
|
%
|
|
341
|
|
|
2.0
|
|
|
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
923
|
|
|
112.2
|
|
|
Investments included in investments in unconsolidated joint ventures
|
|
|
|
|
|
$
|
114.3
|
|
||||
|
|
|
|
|
|
|
|
|
||||
Charlotte
(1)
|
|
Charlotte, NC
|
|
50.0
|
%
|
|
398
|
|
|
$
|
(4.3
|
)
|
Galveston/Houston
(1)
|
|
Texas City, TX
|
|
50.0
|
%
|
|
353
|
|
|
(14.7
|
)
|
|
Investments included in other liabilities
|
|
|
|
|
|
$
|
(19.0
|
)
|
(1)
|
The negative carrying value is due to distributions exceeding contributions 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
|
|
87.0
|
|
|
November 2019
|
|
LIBOR + 1.65%
|
|
10.0
|
%
|
|
8.7
|
|
||
RioCan Canada
|
|
10.3
|
|
|
May 2020
|
|
5.75%
|
|
30.1
|
%
|
|
3.1
|
|
||
Debt premium and debt origination costs
|
|
(1.3
|
)
|
|
|
|
|
|
|
|
|
||||
|
|
$
|
351.0
|
|
|
|
|
|
|
|
|
$
|
32.7
|
|
|
|
Three months ended
|
||||||
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Fee:
|
|
|
|
|
||||
Management and marketing
|
|
$
|
567
|
|
|
$
|
542
|
|
Leasing and other fees
|
|
46
|
|
|
37
|
|
||
Total Fees
|
|
$
|
613
|
|
|
$
|
579
|
|
•
|
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.
|
|
|
Three months ended
|
||||||
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Net income
|
|
$
|
23,685
|
|
|
$
|
23,514
|
|
Adjusted for:
|
|
|
|
|
||||
Depreciation and amortization of real estate assets - consolidated
|
|
32,542
|
|
|
30,855
|
|
||
Depreciation and amortization of real estate assets - unconsolidated joint ventures
|
|
3,229
|
|
|
3,838
|
|
||
FFO
|
|
59,456
|
|
|
58,207
|
|
||
FFO attributable to noncontrolling interests in other consolidated partnerships
|
|
370
|
|
|
—
|
|
||
Allocation of earnings to participating securities
|
|
(477
|
)
|
|
(512
|
)
|
||
FFO available to common shareholders
(1)
|
|
$
|
59,349
|
|
|
$
|
57,695
|
|
As further adjusted for:
|
|
|
|
|
||||
Abandoned pre-development costs
|
|
—
|
|
|
627
|
|
||
Impact of above adjustments to the allocation of earnings to participating securities
|
|
—
|
|
|
(5
|
)
|
||
AFFO available to common shareholders
(1)
|
|
$
|
59,349
|
|
|
$
|
58,317
|
|
FFO available to common shareholders per share - diluted
(1)
|
|
$
|
0.60
|
|
|
$
|
0.58
|
|
AFFO available to common shareholders per share - diluted
(1)
|
|
$
|
0.60
|
|
|
$
|
0.58
|
|
|
|
|
|
|
||||
Weighted Average Shares:
|
|
|
|
|
||||
Basic weighted average common shares
|
|
93,644
|
|
|
95,245
|
|
||
Effect of outstanding options and restricted common shares
|
|
—
|
|
|
66
|
|
||
Diluted weighted average common shares (for earnings per share computations)
|
|
93,644
|
|
|
95,311
|
|
||
Exchangeable operating partnership units
|
|
4,996
|
|
|
5,028
|
|
||
Diluted weighted average common shares (for FFO and AFFO per share computations)
(1)
|
|
98,640
|
|
|
100,339
|
|
(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.
|
|
|
Three months ended
|
||||||
|
|
March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Net income
|
|
$
|
23,685
|
|
|
$
|
23,514
|
|
Adjusted to exclude:
|
|
|
|
|
||||
Equity in earnings of unconsolidated joint ventures
|
|
(2,194
|
)
|
|
(2,318
|
)
|
||
Interest expense
|
|
15,800
|
|
|
16,487
|
|
||
Other non-operating income
|
|
(209
|
)
|
|
(35
|
)
|
||
Depreciation and amortization
|
|
33,123
|
|
|
31,294
|
|
||
Other non-property expense
|
|
432
|
|
|
311
|
|
||
Abandoned pre-development costs
|
|
—
|
|
|
627
|
|
||
Corporate general and administrative expenses
|
|
11,023
|
|
|
11,277
|
|
||
Non-cash adjustments
(1)
|
|
(1,367
|
)
|
|
(963
|
)
|
||
Termination rents
|
|
(1,051
|
)
|
|
(1,184
|
)
|
||
Portfolio NOI
|
|
79,242
|
|
|
79,010
|
|
||
Non-same center NOI
(2)
|
|
(4,215
|
)
|
|
(2,856
|
)
|
||
Same Center NOI
|
|
$
|
75,027
|
|
|
$
|
76,154
|
|
(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:
|
Outlet centers opened:
|
|
Outlet centers sold:
|
|
Outlet center expansions:
|
|||
Fort Worth
|
October 2017
|
|
Westbrook
|
May 2017
|
|
Lancaster
|
September 2017
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|||||
Effective Date
|
|
Maturity Date
|
|
Notional Amount
|
|
Bank Pay Rate
|
|
Company Fixed Pay Rate
|
|
March 31, 2018
|
|||||
Assets (Liabilities):
|
|
|
|
|
|
|
|
|
|
|
|||||
November 14, 2013
|
|
August 14, 2018
|
|
$
|
150,000
|
|
|
1 month LIBOR
|
|
1.30
|
%
|
|
$
|
369
|
|
April 13, 2016
|
|
January 1, 2021
|
|
175,000
|
|
|
1 month LIBOR
|
|
1.03
|
%
|
|
6,636
|
|
||
March 1, 2018
|
|
January 31, 2021
|
|
40,000
|
|
|
1 month LIBOR
|
|
2.47
|
%
|
|
(32
|
)
|
||
August 14, 2018
|
|
January 1, 2021
|
|
150,000
|
|
|
1 month LIBOR
|
|
2.20
|
%
|
|
1,111
|
|
||
Total
|
|
|
|
$
|
515,000
|
|
|
|
|
|
|
$
|
8,084
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Fair value of debt
|
|
$
|
1,740,604
|
|
|
$
|
1,775,540
|
|
Recorded value of debt
|
|
$
|
1,772,055
|
|
|
$
|
1,763,651
|
|
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)
|
||||||
January 1, 2018 to January 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
75.7
|
|
February 1, 2018 to February 28, 2018
|
|
443,700
|
|
|
22.52
|
|
|
443,700
|
|
|
65.7
|
|
||
March 1, 2018 to March 31, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65.7
|
|
||
Total
|
|
443,700
|
|
|
|
|
443,700
|
|
|
$
|
65.7
|
|
TANGER FACTORY OUTLET CENTERS, INC.
|
|
By:
|
/s/ James F. Williams
|
|
James F. Williams
|
|
Senior Vice President and Chief Financial Officer
|
|
|
TANGER PROPERTIES LIMITED PARTNERSHIP
|
|
By: TANGER GP TRUST, its sole general partner
|
|
By:
|
/s/ James F. Williams
|
|
James F. Williams
|
|
Vice President and Treasurer (Principal Financial Officer)
|
|
TANGER FACTORY OUTLET CENTERS, INC.
|
|
|
|
|
|
By:
|
/s/ James F. Williams
|
|
Name:
|
James F. Williams
|
|
Title:
|
SVP, Chief Financial Officer
|
|
|
|
|
TANGER PROPERTIES LIMITED PARTNERSHIP
|
|
|
By:
|
/s/ Chad D. Perry
|
|
Name:
|
Chad D. Perry
|
|
Title:
|
Vice President & Secretary
|
|
TANGER FACTORY OUTLET CENTERS, INC.
|
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GRANTEE
|
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
TANGER FACTORY OUTLET CENTERS, INC.
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GRANTEE
|
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
Share Issuance Date(s):
|
February 15, 2021
with respect to
____
Restricted Share Units; or the date of consummation of a Change in Control, if earlier.
|
|
TANGER FACTORY OUTLET CENTERS, INC.
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GRANTEE
|
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
Three months ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Earnings:
|
|
|
|
||||
Income before equity in earnings (losses) of unconsolidated joint ventures and noncontrolling interests
|
$
|
21,491
|
|
|
$
|
21,196
|
|
Add:
|
|
|
|
||||
Distributed income of unconsolidated joint ventures
|
2,198
|
|
|
2,473
|
|
||
Amortization of capitalized interest
|
192
|
|
|
170
|
|
||
Interest expense
|
15,800
|
|
|
16,487
|
|
||
Portion of rent expense - interest factor
|
599
|
|
|
609
|
|
||
Total earnings
|
40,280
|
|
|
40,935
|
|
||
|
|
|
|
||||
Fixed charges:
|
|
|
|
||||
Interest expense
|
15,800
|
|
|
16,487
|
|
||
Capitalized interest and capitalized amortization of debt issue costs
|
73
|
|
|
520
|
|
||
Portion of rent expense - interest factor
|
599
|
|
|
609
|
|
||
Total fixed charges
|
$
|
16,472
|
|
|
$
|
17,616
|
|
|
|
|
|
||||
Ratio of earnings to fixed charges
|
2.4
|
|
|
2.3
|
|
||
|
|
|
|
||||
Earnings:
|
|
|
|
||||
Income before equity in earnings (losses) of unconsolidated joint ventures and noncontrolling interests
|
$
|
21,491
|
|
|
$
|
21,196
|
|
Add:
|
|
|
|
||||
Distributed income of unconsolidated joint ventures
|
2,198
|
|
|
2,473
|
|
||
Amortization of capitalized interest
|
192
|
|
|
170
|
|
||
Interest expense
|
15,800
|
|
|
16,487
|
|
||
Portion of rent expense - interest factor
|
599
|
|
|
609
|
|
||
Total Earnings
|
40,280
|
|
|
40,935
|
|
||
|
|
|
|
||||
Fixed charges and preferred share dividends:
|
|
|
|
||||
Interest expense
|
15,800
|
|
|
16,487
|
|
||
Capitalized interest and capitalized amortization of debt issue costs
|
73
|
|
|
520
|
|
||
Portion of rent expense - interest factor
|
599
|
|
|
609
|
|
||
Preferred share dividends
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Total combined fixed charges and preferred share dividends
|
$
|
16,472
|
|
|
$
|
17,616
|
|
|
|
|
|
||||
Ratio of earnings to combined fixed charges and preferred share dividends
|
2.4
|
|
|
2.3
|
|
|
|
|
|
|
Three months ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Earnings:
|
|
|
|
||||
Income before equity in earnings (losses) of unconsolidated joint ventures and noncontrolling interests
|
$
|
21,491
|
|
|
$
|
21,196
|
|
Add:
|
|
|
|
||||
Distributed income of unconsolidated joint ventures
|
2,198
|
|
|
2,473
|
|
||
Amortization of capitalized interest
|
192
|
|
|
170
|
|
||
Interest expense
|
15,800
|
|
|
16,487
|
|
||
Portion of rent expense - interest factor
|
599
|
|
|
609
|
|
||
Total earnings
|
40,280
|
|
|
40,935
|
|
||
|
|
|
|
||||
Fixed charges:
|
|
|
|
||||
Interest expense
|
15,800
|
|
|
16,487
|
|
||
Capitalized interest and capitalized amortization of debt issue costs
|
73
|
|
|
520
|
|
||
Portion of rent expense - interest factor
|
599
|
|
|
609
|
|
||
Total fixed charges
|
$
|
16,472
|
|
|
$
|
17,616
|
|
|
|
|
|
||||
Ratio of earnings to fixed charges
|
2.4
|
|
|
2.3
|
|
||
|
|
|
|
||||
Earnings:
|
|
|
|
||||
Income before equity in earnings (losses) of unconsolidated joint ventures and noncontrolling interests
|
$
|
21,491
|
|
|
$
|
21,196
|
|
Add:
|
|
|
|
||||
Distributed income of unconsolidated joint ventures
|
2,198
|
|
|
2,473
|
|
||
Amortization of capitalized interest
|
192
|
|
|
170
|
|
||
Interest expense
|
15,800
|
|
|
16,487
|
|
||
Portion of rent expense - interest factor
|
599
|
|
|
609
|
|
||
Total earnings
|
40,280
|
|
|
40,935
|
|
||
|
|
|
|
||||
Fixed charges and preferred unit distributions:
|
|
|
|
||||
Interest expense
|
15,800
|
|
|
16,487
|
|
||
Capitalized interest and capitalized amortization of debt issue costs
|
73
|
|
|
520
|
|
||
Portion of rent expense - interest factor
|
599
|
|
|
609
|
|
||
Preferred unit distributions
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Total combined fixed charges and preferred unit distributions
|
$
|
16,472
|
|
|
$
|
17,616
|
|
|
|
|
|
||||
Ratio of earnings to combined fixed charges and preferred unit distributions
|
2.4
|
|
|
2.3
|
|
|
|
|
|
1.
|
I have reviewed this
quarterly
report on Form
10-Q
of Tanger Factory Outlet Centers, Inc. for the
period ended
March 31, 2018
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
I have reviewed this
quarterly
report on Form
10-Q
of Tanger Factory Outlet Centers, Inc. for the
period ended
March 31, 2018
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|||
1
|
I have reviewed this quarterly report on Form 10-Q of Tanger Properties Limited Partnership for the period ended March 31, 2018;
|
||
|
|
||
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:
|
May 3, 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 quarterly report on Form 10-Q of Tanger Properties Limited Partnership for the period ended March 31, 2018;
|
||
|
|
||
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:
|
May 3, 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)
|
Date:
|
May 3, 2018
|
/s/ Steven B. Tanger
|
|
|
Steven B. Tanger
Chief Executive Officer
Tanger Factory Outlet Centers, Inc.
|
Date:
|
May 3, 2018
|
/s/ James F. Williams
|
|
|
James F. Williams
Senior Vice President and Chief Financial Officer Tanger Factory Outlet Centers, Inc.
|
(i)
|
the accompanying
Quarterly
Report on Form
10-Q
of the Operating Partnership for the
period ended
March 31, 2018
(the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
|
Date:
|
May 3, 2018
|
/s/ Steven B. Tanger
|
|
Steven B. Tanger
|
|
|
Chief Executive Officer
|
|
|
Tanger GP Trust, sole general partner of the Operating Partnership
|
(i)
|
the accompanying
Quarterly
Report on Form
10-Q
of the Operating Partnership for the
period ended
March 31, 2018
(the “
Report
”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
|
Date:
|
May 3, 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)
|