|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
☐
|
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.)
|
|
|
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Shares,
$0.01 par value |
SKT
|
New York Stock Exchange
|
Tanger Factory Outlet Centers, Inc.
|
Yes
|
☒
|
No
|
☐
|
Tanger Properties Limited Partnership
|
Yes
|
☒
|
No
|
☐
|
Tanger Factory Outlet Centers, Inc.
|
Yes
|
☒
|
No
|
☐
|
Tanger Properties Limited Partnership
|
Yes
|
☒
|
No
|
☐
|
Tanger Factory Outlet Centers, Inc.
|
||||
Large Accelerated Filer
|
☒
|
|
Accelerated Filer
|
☐
|
Non-accelerated Filer
|
☐
|
|
Smaller Reporting Company
|
☐
|
|
|
|
Emerging Growth Company
|
☐
|
Tanger Properties Limited Partnership
|
||||
Large Accelerated Filer
|
☐
|
|
Accelerated Filer
|
☐
|
Non-accelerated Filer
|
☒
|
|
Smaller Reporting Company
|
☐
|
|
|
|
Emerging Growth Company
|
☐
|
Tanger Factory Outlet Centers, Inc.
|
☐
|
Tanger Properties Limited Partnership
|
☐
|
Tanger Factory Outlet Centers, Inc.
|
Yes
|
☐
|
No
|
☒
|
Tanger Properties Limited Partnership
|
Yes
|
☐
|
No
|
☒
|
•
|
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 June 30, 2019 and December 31, 2018
|
|
Consolidated Statements of Operations - for the three and six months ended June 30, 2019 and 2018
|
|
Consolidated Statements of Comprehensive Income - for the three and six months ended June 30, 2019 and 2018
|
|
Consolidated Statements of Shareholders’ Equity - for the three and six months ended June 30, 2019 and 2018
|
|
Consolidated Statements of Cash Flows - for the six months ended June 30, 2019 and 2018
|
|
|
|
FINANCIAL STATEMENTS OF TANGER PROPERTIES LIMITED PARTNERSHIP (Unaudited)
|
|
Consolidated Balance Sheets - as of June 30, 2019 and December 31, 2018
|
|
Consolidated Statements of Operations - for the three and six months ended June 30, 2019 and 2018
|
|
Consolidated Statements of Comprehensive Income - for the three and six months ended June 30, 2019 and 2018
|
|
Consolidated Statements of Equity - for the three and six months ended June 30, 2019 and 2018
|
|
Consolidated Statements of Cash Flows - for the six months ended June 30, 2019 and 2018
|
|
|
|
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 6. Exhibits
|
|
|
|
Signatures
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
|
|
|
||
Rental property:
|
|
|
|
|
|
|
||
Land
|
|
$
|
267,966
|
|
|
$
|
278,428
|
|
Buildings, improvements and fixtures
|
|
2,651,300
|
|
|
2,764,649
|
|
||
Construction in progress
|
|
—
|
|
|
3,102
|
|
||
|
|
2,919,266
|
|
|
3,046,179
|
|
||
Accumulated depreciation
|
|
(966,805
|
)
|
|
(981,305
|
)
|
||
Total rental property, net
|
|
1,952,461
|
|
|
2,064,874
|
|
||
Cash and cash equivalents
|
|
7,379
|
|
|
9,083
|
|
||
Investments in unconsolidated joint ventures
|
|
96,299
|
|
|
95,969
|
|
||
Deferred lease costs and other intangibles, net
|
|
104,286
|
|
|
116,874
|
|
||
Operating lease right-of-use assets
|
|
87,430
|
|
|
—
|
|
||
Prepaids and other assets
|
|
95,913
|
|
|
98,102
|
|
||
Total assets
|
|
$
|
2,343,768
|
|
|
$
|
2,384,902
|
|
Liabilities and Equity
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||
Debt:
|
|
|
|
|
|
|
||
Senior, unsecured notes, net
|
|
$
|
1,137,629
|
|
|
$
|
1,136,663
|
|
Unsecured term loan, net
|
|
347,102
|
|
|
346,799
|
|
||
Mortgages payable, net
|
|
85,661
|
|
|
87,471
|
|
||
Unsecured lines of credit, net
|
|
15,917
|
|
|
141,985
|
|
||
Total debt
|
|
1,586,309
|
|
|
1,712,918
|
|
||
Accounts payable and accrued expenses
|
|
60,324
|
|
|
82,676
|
|
||
Operating lease liabilities
|
|
92,092
|
|
|
—
|
|
||
Other liabilities
|
|
88,235
|
|
|
83,773
|
|
||
Total liabilities
|
|
1,826,960
|
|
|
1,879,367
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Equity
|
|
|
|
|
|
|
||
Tanger Factory Outlet Centers, Inc.:
|
|
|
|
|
|
|
||
Common shares, $.01 par value, 300,000,000 shares authorized, 93,544,267 and 93,941,783 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively
|
|
935
|
|
|
939
|
|
||
Paid in capital
|
|
778,026
|
|
|
778,845
|
|
||
Accumulated distributions in excess of net income
|
|
(262,764
|
)
|
|
(272,454
|
)
|
||
Accumulated other comprehensive loss
|
|
(25,415
|
)
|
|
(27,151
|
)
|
||
Equity attributable to Tanger Factory Outlet Centers, Inc.
|
|
490,782
|
|
|
480,179
|
|
||
Equity attributable to noncontrolling interests:
|
|
|
|
|
||||
Noncontrolling interests in Operating Partnership
|
|
26,026
|
|
|
25,356
|
|
||
Noncontrolling interests in other consolidated partnerships
|
|
—
|
|
|
—
|
|
||
Total equity
|
|
516,808
|
|
|
505,535
|
|
||
Total liabilities and equity
|
|
$
|
2,343,768
|
|
|
$
|
2,384,902
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||||||
Rental revenues
|
|
$
|
112,385
|
|
|
$
|
116,518
|
|
|
$
|
232,339
|
|
|
$
|
237,174
|
|
Management, leasing and other services
|
|
1,245
|
|
|
1,142
|
|
|
2,587
|
|
|
2,340
|
|
||||
Other revenues
|
|
2,077
|
|
|
2,051
|
|
|
3,936
|
|
|
3,732
|
|
||||
Total revenues
|
|
115,707
|
|
|
119,711
|
|
|
238,862
|
|
|
243,246
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||
Property operating
|
|
36,726
|
|
|
37,946
|
|
|
79,103
|
|
|
80,164
|
|
||||
General and administrative
|
|
16,473
|
|
|
10,997
|
|
|
28,618
|
|
|
22,109
|
|
||||
Depreciation and amortization
|
|
31,146
|
|
|
32,694
|
|
|
62,906
|
|
|
65,817
|
|
||||
Total expenses
|
|
84,345
|
|
|
81,637
|
|
|
170,627
|
|
|
168,090
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(15,134
|
)
|
|
(16,181
|
)
|
|
(31,441
|
)
|
|
(31,981
|
)
|
||||
Gain on sale of assets
|
|
—
|
|
|
—
|
|
|
43,422
|
|
|
—
|
|
||||
Other income (expense)
|
|
(3,417
|
)
|
|
191
|
|
|
(3,193
|
)
|
|
400
|
|
||||
Total other income (expense)
|
|
(18,551
|
)
|
|
(15,990
|
)
|
|
8,788
|
|
|
(31,581
|
)
|
||||
Income before equity in earnings of unconsolidated joint ventures
|
|
12,811
|
|
|
22,084
|
|
|
77,023
|
|
|
43,575
|
|
||||
Equity in earnings of unconsolidated joint ventures
|
|
1,646
|
|
|
2,206
|
|
|
3,275
|
|
|
4,400
|
|
||||
Net income
|
|
14,457
|
|
|
24,290
|
|
|
80,298
|
|
|
47,975
|
|
||||
Noncontrolling interests in Operating Partnership
|
|
(730
|
)
|
|
(1,229
|
)
|
|
(4,045
|
)
|
|
(2,446
|
)
|
||||
Noncontrolling interests in other consolidated partnerships
|
|
—
|
|
|
(92
|
)
|
|
(195
|
)
|
|
278
|
|
||||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
13,727
|
|
|
$
|
22,969
|
|
|
$
|
76,058
|
|
|
$
|
45,807
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.15
|
|
|
$
|
0.24
|
|
|
$
|
0.81
|
|
|
$
|
0.48
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.15
|
|
|
$
|
0.24
|
|
|
$
|
0.81
|
|
|
$
|
0.48
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
|
$
|
14,457
|
|
|
$
|
24,290
|
|
|
$
|
80,298
|
|
|
$
|
47,975
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
|
5,443
|
|
|
(2,002
|
)
|
|
7,392
|
|
|
(5,097
|
)
|
||||
Change in fair value of cash flow hedges
|
|
(3,613
|
)
|
|
844
|
|
|
(5,565
|
)
|
|
3,583
|
|
||||
Other comprehensive income (loss)
|
|
1,830
|
|
|
(1,158
|
)
|
|
1,827
|
|
|
(1,514
|
)
|
||||
Comprehensive income
|
|
16,287
|
|
|
23,132
|
|
|
82,125
|
|
|
46,461
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
|
(822
|
)
|
|
(1,262
|
)
|
|
(4,331
|
)
|
|
(2,091
|
)
|
||||
Comprehensive income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
15,465
|
|
|
$
|
21,870
|
|
|
$
|
77,794
|
|
|
$
|
44,370
|
|
|
|
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, March 31, 2018
|
|
$
|
944
|
|
$
|
776,753
|
|
$
|
(194,416
|
)
|
$
|
(19,623
|
)
|
$
|
563,658
|
|
$
|
29,833
|
|
$
|
—
|
|
$
|
593,491
|
|
Net income
|
|
—
|
|
—
|
|
22,969
|
|
—
|
|
22,969
|
|
1,229
|
|
92
|
|
24,290
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
—
|
|
(1,099
|
)
|
(1,099
|
)
|
(59
|
)
|
—
|
|
(1,158
|
)
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
3,940
|
|
—
|
|
—
|
|
3,940
|
|
—
|
|
—
|
|
3,940
|
|
||||||||
Repurchase of 475,549 common shares, including transaction costs
|
|
(5
|
)
|
(9,995
|
)
|
—
|
|
—
|
|
(10,000
|
)
|
—
|
|
—
|
|
(10,000
|
)
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
|
—
|
|
179
|
|
—
|
|
—
|
|
179
|
|
(179
|
)
|
—
|
|
—
|
|
||||||||
Common dividends
($0.35 per share) |
|
—
|
|
—
|
|
(33,059
|
)
|
—
|
|
(33,059
|
)
|
—
|
|
—
|
|
(33,059
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,748
|
)
|
(92
|
)
|
(1,840
|
)
|
||||||||
Balance, June 30, 2018
|
|
$
|
939
|
|
$
|
770,877
|
|
$
|
(204,506
|
)
|
$
|
(20,722
|
)
|
$
|
546,588
|
|
$
|
29,076
|
|
$
|
—
|
|
$
|
575,664
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
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
|
|
—
|
|
—
|
|
45,807
|
|
—
|
|
45,807
|
|
2,446
|
|
(278
|
)
|
47,975
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
—
|
|
(1,437
|
)
|
(1,437
|
)
|
(77
|
)
|
—
|
|
(1,514
|
)
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
7,596
|
|
—
|
|
—
|
|
7,596
|
|
—
|
|
—
|
|
7,596
|
|
||||||||
Grant of 355,184 restricted common share awards, net of forfeitures
|
|
3
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Repurchase of 919,249 common shares, including transaction costs
|
|
(9
|
)
|
(19,989
|
)
|
—
|
|
—
|
|
(19,998
|
)
|
—
|
|
—
|
|
(19,998
|
)
|
||||||||
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
|
|
—
|
|
558
|
|
—
|
|
—
|
|
558
|
|
(558
|
)
|
—
|
|
—
|
|
||||||||
Common dividends
($0.6925 per share)
|
|
—
|
|
—
|
|
(65,448
|
)
|
—
|
|
(65,448
|
)
|
—
|
|
—
|
|
(65,448
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,459
|
)
|
(167
|
)
|
(3,626
|
)
|
||||||||
Balance, June 30, 2018
|
|
$
|
939
|
|
$
|
770,877
|
|
$
|
(204,506
|
)
|
$
|
(20,722
|
)
|
$
|
546,588
|
|
$
|
29,076
|
|
$
|
—
|
|
$
|
575,664
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
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, March 31, 2019
|
|
$
|
941
|
|
$
|
780,936
|
|
$
|
(276,491
|
)
|
$
|
(27,153
|
)
|
$
|
478,233
|
|
$
|
25,210
|
|
$
|
—
|
|
$
|
503,443
|
|
Net income
|
|
—
|
|
—
|
|
13,727
|
|
—
|
|
13,727
|
|
730
|
|
—
|
|
14,457
|
|
||||||||
Other comprehensive income
|
|
—
|
|
—
|
|
—
|
|
1,738
|
|
1,738
|
|
92
|
|
—
|
|
1,830
|
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
7,078
|
|
—
|
|
—
|
|
7,078
|
|
—
|
|
—
|
|
7,078
|
|
||||||||
Repurchase of 558,399 common shares, including transaction costs
|
|
(6
|
)
|
(9,994
|
)
|
—
|
|
—
|
|
(10,000
|
)
|
—
|
|
—
|
|
(10,000
|
)
|
||||||||
Contributions from noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
18
|
|
18
|
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
|
—
|
|
6
|
|
—
|
|
—
|
|
6
|
|
(6
|
)
|
—
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(18
|
)
|
(18
|
)
|
||||||||
Balance, June 30, 2019
|
|
$
|
935
|
|
$
|
778,026
|
|
$
|
(262,764
|
)
|
$
|
(25,415
|
)
|
$
|
490,782
|
|
$
|
26,026
|
|
$
|
—
|
|
$
|
516,808
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
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, 2018
|
|
$
|
939
|
|
$
|
778,845
|
|
$
|
(272,454
|
)
|
$
|
(27,151
|
)
|
$
|
480,179
|
|
$
|
25,356
|
|
$
|
—
|
|
$
|
505,535
|
|
Net income
|
|
—
|
|
—
|
|
76,058
|
|
—
|
|
76,058
|
|
4,045
|
|
195
|
|
80,298
|
|
||||||||
Other comprehensive income
|
|
—
|
|
—
|
|
—
|
|
1,736
|
|
1,736
|
|
91
|
|
—
|
|
1,827
|
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
10,988
|
|
—
|
|
—
|
|
10,988
|
|
—
|
|
—
|
|
10,988
|
|
||||||||
Grant of 242,167 restricted common share awards, net of forfeitures
|
|
3
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Repurchase of 558,399 common shares, including transaction costs
|
|
(6
|
)
|
(9,994
|
)
|
—
|
|
—
|
|
(10,000
|
)
|
—
|
|
—
|
|
(10,000
|
)
|
||||||||
Withholding of
81,284 common shares for employee income taxes |
|
(1
|
)
|
(1,780
|
)
|
—
|
|
—
|
|
(1,781
|
)
|
—
|
|
—
|
|
(1,781
|
)
|
||||||||
Contributions from noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
36
|
|
36
|
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
|
—
|
|
(30
|
)
|
—
|
|
—
|
|
(30
|
)
|
30
|
|
—
|
|
—
|
|
||||||||
Common dividends
($0.705 per share)
|
|
—
|
|
—
|
|
(66,368
|
)
|
—
|
|
(66,368
|
)
|
—
|
|
—
|
|
(66,368
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,496
|
)
|
(231
|
)
|
(3,727
|
)
|
||||||||
Balance, June 30, 2019
|
|
$
|
935
|
|
$
|
778,026
|
|
$
|
(262,764
|
)
|
$
|
(25,415
|
)
|
$
|
490,782
|
|
$
|
26,026
|
|
$
|
—
|
|
$
|
516,808
|
|
|
|
Six months ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|||
Net income
|
|
$
|
80,298
|
|
|
$
|
47,975
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
62,906
|
|
|
65,817
|
|
||
Amortization of deferred financing costs
|
|
1,497
|
|
|
1,532
|
|
||
Gain on sale of assets
|
|
(43,422
|
)
|
|
—
|
|
||
Equity in earnings of unconsolidated joint ventures
|
|
(3,275
|
)
|
|
(4,400
|
)
|
||
Equity-based compensation expense
|
|
10,799
|
|
|
7,045
|
|
||
Amortization of debt (premiums) and discounts, net
|
|
220
|
|
|
204
|
|
||
Amortization (accretion) of market rent rate adjustments, net
|
|
753
|
|
|
1,251
|
|
||
Straight-line rent adjustments
|
|
(4,886
|
)
|
|
(3,294
|
)
|
||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
3,154
|
|
|
4,332
|
|
||
Other non-cash
|
|
3,638
|
|
|
—
|
|
||
Changes in other assets and liabilities:
|
|
|
|
|
||||
Other assets
|
|
(577
|
)
|
|
3,738
|
|
||
Accounts payable and accrued expenses
|
|
(18,384
|
)
|
|
(8,833
|
)
|
||
Net cash provided by operating activities
|
|
92,721
|
|
|
115,367
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Additions to rental property
|
|
(22,402
|
)
|
|
(41,212
|
)
|
||
Additions to investments in unconsolidated joint ventures
|
|
(1,695
|
)
|
|
(1,497
|
)
|
||
Net proceeds from sale of assets
|
|
128,248
|
|
|
—
|
|
||
Additions to non-real estate assets
|
|
(480
|
)
|
|
(1,114
|
)
|
||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
12,303
|
|
|
13,911
|
|
||
Additions to deferred lease costs
|
|
(4,119
|
)
|
|
(2,821
|
)
|
||
Other investing activities
|
|
4,476
|
|
|
4,032
|
|
||
Net cash provided by (used) in investing activities
|
|
116,331
|
|
|
(28,701
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Cash dividends paid
|
|
(66,368
|
)
|
|
(65,448
|
)
|
||
Distributions to noncontrolling interests in Operating Partnership
|
|
(3,496
|
)
|
|
(3,459
|
)
|
||
Proceeds from revolving credit facility
|
|
207,500
|
|
|
295,600
|
|
||
Repayments of revolving credit facility
|
|
(334,100
|
)
|
|
(280,000
|
)
|
||
Repayments of notes, mortgages and loans
|
|
(1,661
|
)
|
|
(10,169
|
)
|
||
Repurchase of common shares, including transaction costs
|
|
(10,000
|
)
|
|
(19,998
|
)
|
||
Employee income taxes paid related to shares withheld upon vesting of equity awards
|
|
(1,781
|
)
|
|
(2,068
|
)
|
||
Additions to deferred financing costs
|
|
(65
|
)
|
|
(2,615
|
)
|
||
Proceeds from other financing activities
|
|
36
|
|
|
445
|
|
||
Payment for other financing activities
|
|
(805
|
)
|
|
(741
|
)
|
||
Net cash used in financing activities
|
|
(210,740
|
)
|
|
(88,453
|
)
|
||
Effect of foreign currency rate changes on cash and cash equivalents
|
|
(16
|
)
|
|
(53
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(1,704
|
)
|
|
(1,840
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
9,083
|
|
|
6,101
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
7,379
|
|
|
$
|
4,261
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
|
|
|
||
Rental property:
|
|
|
|
|
|
|
||
Land
|
|
$
|
267,966
|
|
|
$
|
278,428
|
|
Buildings, improvements and fixtures
|
|
2,651,300
|
|
|
2,764,649
|
|
||
Construction in progress
|
|
—
|
|
|
3,102
|
|
||
|
|
2,919,266
|
|
|
3,046,179
|
|
||
Accumulated depreciation
|
|
(966,805
|
)
|
|
(981,305
|
)
|
||
Total rental property, net
|
|
1,952,461
|
|
|
2,064,874
|
|
||
Cash and cash equivalents
|
|
7,345
|
|
|
8,991
|
|
||
Investments in unconsolidated joint ventures
|
|
96,299
|
|
|
95,969
|
|
||
Deferred lease costs and other intangibles, net
|
|
104,286
|
|
|
116,874
|
|
||
Operating lease right-of-use assets
|
|
87,430
|
|
|
—
|
|
||
Prepaids and other assets
|
|
95,628
|
|
|
97,832
|
|
||
Total assets
|
|
$
|
2,343,449
|
|
|
$
|
2,384,540
|
|
Liabilities and Equity
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Debt:
|
|
|
|
|
||||
Senior, unsecured notes, net
|
|
$
|
1,137,629
|
|
|
$
|
1,136,663
|
|
Unsecured term loan, net
|
|
347,102
|
|
|
346,799
|
|
||
Mortgages payable, net
|
|
85,661
|
|
|
87,471
|
|
||
Unsecured lines of credit, net
|
|
15,917
|
|
|
141,985
|
|
||
Total debt
|
|
1,586,309
|
|
|
1,712,918
|
|
||
Accounts payable and accrued expenses
|
|
60,005
|
|
|
82,314
|
|
||
Operating lease liabilities
|
|
92,092
|
|
|
—
|
|
||
Other liabilities
|
|
88,235
|
|
|
83,773
|
|
||
Total liabilities
|
|
1,826,641
|
|
|
1,879,005
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Equity
|
|
|
|
|
||||
Partners’ Equity:
|
|
|
|
|
||||
General partner, 1,000,000 units outstanding at June 30, 2019 and December 31, 2018
|
|
5,018
|
|
|
4,914
|
|
||
Limited partners, 4,960,684 and 4,960,684 Class A common units, and 92,544,267 and 92,941,783 Class B common units outstanding at June 30, 2019 and December 31, 2018, respectively
|
|
538,594
|
|
|
529,252
|
|
||
Accumulated other comprehensive loss
|
|
(26,804
|
)
|
|
(28,631
|
)
|
||
Total partners’ equity
|
|
516,808
|
|
|
505,535
|
|
||
Noncontrolling interests in consolidated partnerships
|
|
—
|
|
|
—
|
|
||
Total equity
|
|
516,808
|
|
|
505,535
|
|
||
Total liabilities and equity
|
|
$
|
2,343,449
|
|
|
$
|
2,384,540
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||||||
Rental revenues
|
|
$
|
112,385
|
|
|
$
|
117,080
|
|
|
$
|
232,339
|
|
|
$
|
238,322
|
|
Management, leasing and other services
|
|
1,245
|
|
|
630
|
|
|
2,587
|
|
|
1,243
|
|
||||
Other revenues
|
|
2,077
|
|
|
2,001
|
|
|
3,936
|
|
|
3,681
|
|
||||
Total revenues
|
|
115,707
|
|
|
119,711
|
|
|
238,862
|
|
|
243,246
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Property operating
|
|
36,726
|
|
|
37,946
|
|
|
79,103
|
|
|
80,164
|
|
||||
General and administrative
|
|
16,473
|
|
|
10,997
|
|
|
28,618
|
|
|
22,109
|
|
||||
Depreciation and amortization
|
|
31,146
|
|
|
32,694
|
|
|
62,906
|
|
|
65,817
|
|
||||
Total expenses
|
|
84,345
|
|
|
81,637
|
|
|
170,627
|
|
|
168,090
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(15,134
|
)
|
|
(16,181
|
)
|
|
(31,441
|
)
|
|
(31,981
|
)
|
||||
Gain on sale of assets
|
|
—
|
|
|
—
|
|
|
43,422
|
|
|
—
|
|
||||
Other income (expense)
|
|
(3,417
|
)
|
|
191
|
|
|
(3,193
|
)
|
|
400
|
|
||||
Total other income (expense)
|
|
(18,551
|
)
|
|
(15,990
|
)
|
|
8,788
|
|
|
(31,581
|
)
|
||||
Income before equity in earnings of unconsolidated joint ventures
|
|
12,811
|
|
|
22,084
|
|
|
77,023
|
|
|
43,575
|
|
||||
Equity in earnings of unconsolidated joint ventures
|
|
1,646
|
|
|
2,206
|
|
|
3,275
|
|
|
4,400
|
|
||||
Net income
|
|
14,457
|
|
|
24,290
|
|
|
80,298
|
|
|
47,975
|
|
||||
Noncontrolling interests in consolidated partnerships
|
|
—
|
|
|
(92
|
)
|
|
(195
|
)
|
|
278
|
|
||||
Net income available to partners
|
|
14,457
|
|
|
24,198
|
|
|
80,103
|
|
|
48,253
|
|
||||
Net income available to limited partners
|
|
14,311
|
|
|
23,954
|
|
|
79,294
|
|
|
47,768
|
|
||||
Net income available to general partner
|
|
$
|
146
|
|
|
$
|
244
|
|
|
$
|
809
|
|
|
$
|
485
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common unit:
|
|
|
|
|
|
|
|
|
|
|||||||
Net income
|
|
$
|
0.15
|
|
|
$
|
0.24
|
|
|
$
|
0.81
|
|
|
$
|
0.48
|
|
Diluted earnings per common unit:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.15
|
|
|
$
|
0.24
|
|
|
$
|
0.81
|
|
|
$
|
0.48
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
|
$
|
14,457
|
|
|
$
|
24,290
|
|
|
$
|
80,298
|
|
|
$
|
47,975
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
|
5,443
|
|
|
(2,002
|
)
|
|
7,392
|
|
|
(5,097
|
)
|
||||
Changes in fair value of cash flow hedges
|
|
(3,613
|
)
|
|
844
|
|
|
(5,565
|
)
|
|
3,583
|
|
||||
Other comprehensive income (loss)
|
|
1,830
|
|
|
(1,158
|
)
|
|
1,827
|
|
|
(1,514
|
)
|
||||
Comprehensive income
|
|
16,287
|
|
|
23,132
|
|
|
82,125
|
|
|
46,461
|
|
||||
Comprehensive income (loss) attributable to noncontrolling interests in consolidated partnerships
|
|
—
|
|
|
(92
|
)
|
|
(195
|
)
|
|
278
|
|
||||
Comprehensive income attributable to the Operating Partnership
|
|
$
|
16,287
|
|
|
$
|
23,040
|
|
|
$
|
81,930
|
|
|
$
|
46,739
|
|
|
|
General partner
|
Limited partners
|
Accumulated other comprehensive loss
|
Total partners’ equity
|
Noncontrolling interests in consolidated partnerships
|
Total equity
|
||||||||||||
Balance, March 31, 2018
|
|
$
|
5,743
|
|
$
|
608,449
|
|
$
|
(20,701
|
)
|
$
|
593,491
|
|
$
|
—
|
|
$
|
593,491
|
|
Net income
|
|
244
|
|
23,954
|
|
—
|
|
24,198
|
|
92
|
|
24,290
|
|
||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
(1,158
|
)
|
(1,158
|
)
|
—
|
|
(1,158
|
)
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
3,940
|
|
—
|
|
3,940
|
|
—
|
|
3,940
|
|
||||||
Repurchase of 475,549 units, including transaction costs
|
|
—
|
|
(10,000
|
)
|
—
|
|
(10,000
|
)
|
—
|
|
(10,000
|
)
|
||||||
Common distributions ($0.35 per common unit)
|
|
(350
|
)
|
(34,457
|
)
|
—
|
|
(34,807
|
)
|
—
|
|
(34,807
|
)
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(92
|
)
|
(92
|
)
|
||||||
Balance, June 30, 2018
|
|
$
|
5,637
|
|
$
|
591,886
|
|
$
|
(21,859
|
)
|
$
|
575,664
|
|
$
|
—
|
|
$
|
575,664
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
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
|
|
485
|
|
47,768
|
|
—
|
|
48,253
|
|
(278
|
)
|
47,975
|
|
||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
(1,514
|
)
|
(1,514
|
)
|
—
|
|
(1,514
|
)
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
7,596
|
|
—
|
|
7,596
|
|
—
|
|
7,596
|
|
||||||
Grant of 355,184 restricted common share awards by the Company, net of forfeitures
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Repurchase of 919,249 units, including transaction costs
|
|
—
|
|
(19,998
|
)
|
—
|
|
(19,998
|
)
|
—
|
|
(19,998
|
)
|
||||||
Withholding of 89,437 common units for employee income taxes
|
|
—
|
|
(2,068
|
)
|
—
|
|
(2,068
|
)
|
—
|
|
(2,068
|
)
|
||||||
Contributions from noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
445
|
|
445
|
|
||||||
Common distributions ($0.6925 per common unit)
|
|
(692
|
)
|
(68,215
|
)
|
—
|
|
(68,907
|
)
|
—
|
|
(68,907
|
)
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(167
|
)
|
(167
|
)
|
||||||
Balance, June 30, 2018
|
|
$
|
5,637
|
|
$
|
591,886
|
|
$
|
(21,859
|
)
|
$
|
575,664
|
|
$
|
—
|
|
$
|
575,664
|
|
|
|
|
|
|
|
|
|
||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except unit and per unit data, unaudited)
|
|||||||||||||||||||
|
|
General partner
|
Limited partners
|
Accumulated other comprehensive loss
|
Total partners’ equity
|
Noncontrolling interests in consolidated partnerships
|
Total equity
|
||||||||||||
Balance, March 31, 2019
|
|
$
|
5,227
|
|
$
|
526,850
|
|
$
|
(28,634
|
)
|
$
|
503,443
|
|
$
|
—
|
|
$
|
503,443
|
|
Net income
|
|
146
|
|
14,311
|
|
—
|
|
14,457
|
|
—
|
|
14,457
|
|
||||||
Other comprehensive income
|
|
—
|
|
—
|
|
1,830
|
|
1,830
|
|
—
|
|
1,830
|
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
7,078
|
|
—
|
|
7,078
|
|
—
|
|
7,078
|
|
||||||
Repurchase of 558,399 units, including transaction costs
|
|
—
|
|
(10,000
|
)
|
—
|
|
(10,000
|
)
|
—
|
|
(10,000
|
)
|
||||||
Reclassification of general and limited partner interest
|
|
(355
|
)
|
355
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Contributions from noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
18
|
|
18
|
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(18
|
)
|
(18
|
)
|
||||||
Balance, June 30, 2019
|
|
$
|
5,018
|
|
$
|
538,594
|
|
$
|
(26,804
|
)
|
$
|
516,808
|
|
$
|
—
|
|
$
|
516,808
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
General partner
|
Limited partners
|
Accumulated other comprehensive loss
|
Total partners’ equity
|
Noncontrolling interests in consolidated partnerships
|
Total equity
|
||||||||||||
Balance, December 31, 2018
|
|
$
|
4,914
|
|
$
|
529,252
|
|
$
|
(28,631
|
)
|
$
|
505,535
|
|
$
|
—
|
|
$
|
505,535
|
|
Net income
|
|
809
|
|
79,294
|
|
—
|
|
80,103
|
|
195
|
|
80,298
|
|
||||||
Other comprehensive income
|
|
—
|
|
—
|
|
1,827
|
|
1,827
|
|
—
|
|
1,827
|
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
10,988
|
|
—
|
|
10,988
|
|
—
|
|
10,988
|
|
||||||
Grant of 242,167 restricted common share awards by the Company
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Repurchase of 558,399 units, including transaction costs
|
|
—
|
|
(10,000
|
)
|
—
|
|
(10,000
|
)
|
—
|
|
(10,000
|
)
|
||||||
Withholding of 81,284 common units for employee income taxes
|
|
—
|
|
(1,781
|
)
|
—
|
|
(1,781
|
)
|
—
|
|
(1,781
|
)
|
||||||
Contributions from noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
36
|
|
36
|
|
||||||
Common distributions ($0.705
per common unit)
|
|
(705
|
)
|
(69,159
|
)
|
—
|
|
(69,864
|
)
|
—
|
|
(69,864
|
)
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(231
|
)
|
(231
|
)
|
||||||
Balance, June 30, 2019
|
|
$
|
5,018
|
|
$
|
538,594
|
|
$
|
(26,804
|
)
|
$
|
516,808
|
|
$
|
—
|
|
$
|
516,808
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||
Net income
|
|
$
|
80,298
|
|
|
$
|
47,975
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
62,906
|
|
|
65,817
|
|
||
Amortization of deferred financing costs
|
|
1,497
|
|
|
1,532
|
|
||
Gain on sale of assets
|
|
(43,422
|
)
|
|
—
|
|
||
Equity in earnings of unconsolidated joint ventures
|
|
(3,275
|
)
|
|
(4,400
|
)
|
||
Equity-based compensation expense
|
|
10,799
|
|
|
7,045
|
|
||
Amortization of debt (premiums) and discounts, net
|
|
220
|
|
|
204
|
|
||
Amortization (accretion) of market rent rate adjustments, net
|
|
753
|
|
|
1,251
|
|
||
Straight-line rent adjustments
|
|
(4,886
|
)
|
|
(3,294
|
)
|
||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
3,154
|
|
|
4,332
|
|
||
Other non-cash
|
|
3,638
|
|
|
—
|
|
||
Changes in other assets and liabilities:
|
|
|
|
|
||||
Other assets
|
|
(562
|
)
|
|
3,672
|
|
||
Accounts payable and accrued expenses
|
|
(18,341
|
)
|
|
(8,842
|
)
|
||
Net cash provided by operating activities
|
|
92,779
|
|
|
115,292
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Additions to rental property
|
|
(22,402
|
)
|
|
(41,212
|
)
|
||
Additions to investments in unconsolidated joint ventures
|
|
(1,695
|
)
|
|
(1,497
|
)
|
||
Net proceeds from sale of assets
|
|
128,248
|
|
|
—
|
|
||
Additions to non-real estate assets
|
|
(480
|
)
|
|
(1,114
|
)
|
||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
12,303
|
|
|
13,911
|
|
||
Additions to deferred lease costs
|
|
(4,119
|
)
|
|
(2,821
|
)
|
||
Other investing activities
|
|
4,476
|
|
|
4,032
|
|
||
Net cash provided by (used) in investing activities
|
|
116,331
|
|
|
(28,701
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Cash distributions paid
|
|
(69,864
|
)
|
|
(68,907
|
)
|
||
Proceeds from revolving credit facility
|
|
207,500
|
|
|
295,600
|
|
||
Repayments of revolving credit facility
|
|
(334,100
|
)
|
|
(280,000
|
)
|
||
Repayments of notes, mortgages and loans
|
|
(1,661
|
)
|
|
(10,169
|
)
|
||
Repurchase of units, including transaction costs
|
|
(10,000
|
)
|
|
(19,998
|
)
|
||
Employee income taxes paid related to shares withheld upon vesting of equity awards
|
|
(1,781
|
)
|
|
(2,068
|
)
|
||
Additions to deferred financing costs
|
|
(65
|
)
|
|
(2,615
|
)
|
||
Proceeds from other financing activities
|
|
36
|
|
|
445
|
|
||
Payment for other financing activities
|
|
(805
|
)
|
|
(741
|
)
|
||
Net cash used in financing activities
|
|
(210,740
|
)
|
|
(88,453
|
)
|
||
Effect of foreign currency on cash and cash equivalents
|
|
(16
|
)
|
|
(53
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(1,646
|
)
|
|
(1,915
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
8,991
|
|
|
6,050
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
7,345
|
|
|
$
|
4,135
|
|
Property
|
|
Location
|
|
Date Sold
|
|
Square Feet
(in 000’s)
|
|
Net Sales Proceeds
(in 000’s)
|
|
Gain on Sale (in 000’s)
|
|||||
Nags Head, Ocean City, Park City, and Williamsburg
|
|
Nags Head, NC, Ocean City, MD, Park City, UT, and Williamsburg, IA
|
|
March 2019
|
|
878
|
|
|
$
|
128,248
|
|
|
$
|
43,422
|
|
As of June 30, 2019
|
||||||||||||||||
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)
|
||||||
Investments included in investments in unconsolidated joint ventures:
|
|
|
|
|
||||||||||||
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
762
|
|
|
$
|
96.3
|
|
|
$
|
9.5
|
|
|
|
|
|
|
|
$
|
96.3
|
|
|
|
|
|||||
Investments included in other liabilities:
|
|
|
|
|
||||||||||||
Columbus(2)
|
|
Columbus, OH
|
|
50.0
|
%
|
|
355
|
|
|
$
|
(2.3
|
)
|
|
$
|
84.9
|
|
Charlotte(2)
|
|
Charlotte, NC
|
|
50.0
|
%
|
|
399
|
|
|
(11.5
|
)
|
|
99.5
|
|
||
National Harbor(2)
|
|
National Harbor, MD
|
|
50.0
|
%
|
|
341
|
|
|
(5.2
|
)
|
|
94.4
|
|
||
Galveston/Houston (2)
|
|
Texas City, TX
|
|
50.0
|
%
|
|
353
|
|
|
(20.5
|
)
|
|
79.7
|
|
||
|
|
|
|
|
|
$
|
(39.5
|
)
|
|
|
|
As of December 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)
|
||||||
Investments included in investments in unconsolidated joint ventures:
|
|
|
|
|
||||||||||||
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
924
|
|
|
$
|
96.0
|
|
|
$
|
9.3
|
|
|
|
|
|
|
|
$
|
96.0
|
|
|
|
||||||
Investments included in other liabilities:
|
|
|
|
|
|
|
||||||||||
Columbus (2)
|
|
Columbus, OH
|
|
50.0
|
%
|
|
355
|
|
|
$
|
(1.6
|
)
|
|
$
|
84.7
|
|
Charlotte(2)
|
|
Charlotte, NC
|
|
50.0
|
%
|
|
398
|
|
|
(10.8
|
)
|
|
99.5
|
|
||
National Harbor (2)
|
|
National Harbor, MD
|
|
50.0
|
%
|
|
341
|
|
|
(5.1
|
)
|
|
94.5
|
|
||
Galveston/Houston(2)
|
|
Texas City, TX
|
|
50.0
|
%
|
|
353
|
|
|
(15.0
|
)
|
|
79.6
|
|
||
|
|
|
|
|
|
$
|
(32.5
|
)
|
|
|
|
(1)
|
Net of debt origination costs and including premiums of $1.3 million and $1.4 million as of June 30, 2019 and December 31, 2018, respectively.
|
(2)
|
The negative carrying value is due to distributions exceeding contributions and increases or decreases from our equity in earnings of the joint venture.
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Fee:
|
|
|
|
|
|
|
|
|
|
|
||||||
Management and marketing
|
|
$
|
561
|
|
|
$
|
565
|
|
|
$
|
1,128
|
|
|
$
|
1,133
|
|
Leasing and other fees
|
|
9
|
|
|
65
|
|
|
40
|
|
|
110
|
|
||||
Expense reimbursements from unconsolidated joint ventures
|
|
675
|
|
|
512
|
|
|
1,419
|
|
|
1,097
|
|
||||
Total Fees
|
|
$
|
1,245
|
|
|
$
|
1,142
|
|
|
$
|
2,587
|
|
|
$
|
2,340
|
|
Condensed Combined Balance Sheets - Unconsolidated Joint Ventures
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
|
|
|
||
Land
|
|
$
|
90,579
|
|
|
$
|
91,443
|
|
Buildings, improvements and fixtures
|
|
473,016
|
|
|
469,834
|
|
||
Construction in progress
|
|
4,207
|
|
|
2,841
|
|
||
|
|
567,802
|
|
|
564,118
|
|
||
Accumulated depreciation
|
|
(121,741
|
)
|
|
(113,713
|
)
|
||
Total rental property, net
|
|
446,061
|
|
|
450,405
|
|
||
Cash and cash equivalents
|
|
15,345
|
|
|
16,216
|
|
||
Deferred lease costs and other intangibles, net
|
|
7,530
|
|
|
8,437
|
|
||
Prepaids and other assets
|
|
15,956
|
|
|
25,648
|
|
||
Total assets
|
|
$
|
484,892
|
|
|
$
|
500,706
|
|
Liabilities and Owners’ Equity
|
|
|
|
|
|
|
||
Mortgages payable, net
|
|
$
|
368,072
|
|
|
$
|
367,865
|
|
Accounts payable and other liabilities
|
|
12,932
|
|
|
13,414
|
|
||
Total liabilities
|
|
381,004
|
|
|
381,279
|
|
||
Owners’ equity
|
|
103,888
|
|
|
119,427
|
|
||
Total liabilities and owners’ equity
|
|
$
|
484,892
|
|
|
$
|
500,706
|
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
Condensed Combined Statements of Operations
|
|
June 30,
|
|
June 30,
|
||||||||||||
- Unconsolidated Joint Ventures
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
|
$
|
23,575
|
|
|
$
|
23,406
|
|
|
$
|
47,038
|
|
|
$
|
47,403
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|||||||
Property operating
|
|
9,611
|
|
|
8,958
|
|
|
19,400
|
|
|
18,886
|
|
||||
General and administrative
|
|
62
|
|
|
54
|
|
|
152
|
|
|
253
|
|
||||
Depreciation and amortization
|
|
6,317
|
|
|
6,545
|
|
|
12,427
|
|
|
12,907
|
|
||||
Total expenses
|
|
15,990
|
|
|
15,557
|
|
|
31,979
|
|
|
32,046
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
|
(4,138
|
)
|
|
(3,388
|
)
|
|
(8,272
|
)
|
|
(6,465
|
)
|
||||
Other income
|
|
60
|
|
|
55
|
|
|
126
|
|
|
107
|
|
||||
Total other income (expense)
|
|
(4,078
|
)
|
|
(3,333
|
)
|
|
$
|
(8,146
|
)
|
|
$
|
(6,358
|
)
|
||
Net income
|
|
$
|
3,507
|
|
|
$
|
4,516
|
|
|
$
|
6,913
|
|
|
$
|
8,999
|
|
The Company and Operating Partnership’s share of:
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
1,646
|
|
|
$
|
2,206
|
|
|
$
|
3,275
|
|
|
$
|
4,400
|
|
Depreciation and amortization (real estate related)
|
|
$
|
3,265
|
|
|
$
|
3,325
|
|
|
$
|
6,395
|
|
|
$
|
6,554
|
|
|
|
As of
|
||||||
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Unsecured lines of credit
|
|
$
|
18,500
|
|
|
$
|
145,100
|
|
Unsecured term loan
|
|
$
|
350,000
|
|
|
$
|
350,000
|
|
|
|
|
|
|
|
|
|
As of
|
|
As of
|
|||||||||||||
|
|
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|||||||||||||
|
|
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
|
|
|
$
|
246,983
|
|
|
$
|
250,000
|
|
|
$
|
246,664
|
|
Senior notes
|
|
3.750
|
%
|
|
|
|
December 2024
|
|
250,000
|
|
|
247,945
|
|
|
250,000
|
|
|
247,765
|
|
||||
Senior notes
|
|
3.125
|
%
|
|
|
|
September 2026
|
|
350,000
|
|
|
345,942
|
|
|
350,000
|
|
|
345,669
|
|
||||
Senior notes
|
|
3.875
|
%
|
|
|
|
July 2027
|
|
300,000
|
|
|
296,759
|
|
|
300,000
|
|
|
296,565
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Mortgages payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Atlantic City (2)(3)
|
|
5.14
|
%
|
-
|
7.65%
|
|
November 2021- December 2026
|
|
32,617
|
|
|
34,438
|
|
|
34,279
|
|
|
36,298
|
|
||||
Southaven
|
|
LIBOR
|
|
+
|
1.80%
|
|
April 2021
|
|
51,400
|
|
|
51,223
|
|
|
51,400
|
|
|
51,173
|
|
||||
Unsecured term loan
|
|
LIBOR
|
|
+
|
0.90%
|
|
April 2024
|
|
350,000
|
|
|
347,102
|
|
|
350,000
|
|
|
346,799
|
|
||||
Unsecured lines of credit
|
|
LIBOR
|
|
+
|
0.875%
|
|
October 2021
|
|
18,500
|
|
|
15,917
|
|
|
145,100
|
|
|
141,985
|
|
||||
|
|
|
|
|
|
|
|
$
|
1,602,517
|
|
|
$
|
1,586,309
|
|
|
$
|
1,730,779
|
|
|
$
|
1,712,918
|
|
(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
|
|
|
For the remainder of 2019
|
|
$
|
1,708
|
|
2020
|
|
3,566
|
|
|
2021
|
|
75,693
|
|
|
2022
|
|
4,436
|
|
|
2023
|
|
254,768
|
|
|
Thereafter
|
|
1,262,346
|
|
|
Subtotal
|
|
1,602,517
|
|
|
Net discount and debt origination costs
|
|
(16,208
|
)
|
|
Total
|
|
$
|
1,586,309
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|||||||||
Effective Date
|
|
Maturity Date
|
|
Notional Amount
|
|
Bank Pay Rate
|
|
Company Fixed Pay Rate
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||
Assets (Liabilities)(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
April 13, 2016
|
|
January 1, 2021
|
|
175,000
|
|
|
1
|
month LIBOR
|
|
1.03
|
%
|
|
$
|
1,842
|
|
|
$
|
4,948
|
|
|
March 1, 2018
|
|
January 31, 2021
|
|
40,000
|
|
|
1
|
month LIBOR
|
|
2.47
|
%
|
|
(475
|
)
|
|
(6
|
)
|
|||
August 14, 2018
|
|
January 1, 2021
|
|
150,000
|
|
|
1
|
month LIBOR
|
|
2.20
|
%
|
|
(1,054
|
)
|
|
807
|
|
|||
July, 1, 2019 (2)
|
|
February 1, 2024
|
|
25,000
|
|
|
1
|
month LIBOR
|
|
1.75
|
%
|
|
(129
|
)
|
|
—
|
|
|||
Total
|
|
|
|
$
|
390,000
|
|
|
|
|
|
|
|
$
|
184
|
|
|
$
|
5,749
|
|
(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.
|
(2)
|
In June 2019, we entered into a $25.0 million forward starting interest rate swap agreement, effective July 1, 2019.
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Interest Rate Swaps:
|
|
|
|
|
|
|
|
|
||||||||
Amount of gain (loss) recognized in Other comprehensive income on derivative
|
|
$
|
(3,613
|
)
|
|
$
|
844
|
|
|
$
|
(5,565
|
)
|
|
$
|
3,583
|
|
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 June 30, 2019:
|
|
|
|
|
|
|
|
|
||||||||
Asset:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps (prepaids and other assets)
|
|
$
|
1,842
|
|
|
$
|
—
|
|
|
$
|
1,842
|
|
|
$
|
—
|
|
Total assets
|
|
$
|
1,842
|
|
|
$
|
—
|
|
|
$
|
1,842
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps (other liabilities)
|
|
$
|
1,658
|
|
|
$
|
—
|
|
|
$
|
1,658
|
|
|
$
|
—
|
|
Total liabilities
|
|
$
|
1,658
|
|
|
$
|
—
|
|
|
$
|
1,658
|
|
|
$
|
—
|
|
|
|
|
|
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, 2018:
|
|
|
|
|
|
|
|
|
||||||||
Asset:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps (prepaids and other assets)
|
|
$
|
5,755
|
|
|
$
|
—
|
|
|
$
|
5,755
|
|
|
$
|
—
|
|
Total assets
|
|
$
|
5,755
|
|
|
$
|
—
|
|
|
$
|
5,755
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps (other liabilities)
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
Total liabilities
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
Level 2 Significant Observable Inputs
|
|
1,139,946
|
|
|
1,085,138
|
|
||
Level 3 Significant Unobservable Inputs
|
|
454,808
|
|
|
583,337
|
|
||
Total fair value of debt
|
|
$
|
1,594,754
|
|
|
$
|
1,668,475
|
|
|
|
|
|
|
||||
Recorded value of debt
|
|
$
|
1,586,309
|
|
|
$
|
1,712,918
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Total number of shares purchased
|
|
558,399
|
|
|
475,549
|
|
|
558,399
|
|
|
919,249
|
|
||||
Average price paid per share
|
|
$
|
17.89
|
|
|
$
|
21.01
|
|
|
$
|
17.89
|
|
|
$
|
21.74
|
|
Total price paid exclusive of commissions and related fees (in thousands)
|
|
$
|
9,989
|
|
|
$
|
9,990
|
|
|
$
|
9,989
|
|
|
$
|
19,980
|
|
|
|
|
|
Limited Partnership Units
|
||||||||
|
|
General Partnership Units
|
|
Class A
|
|
Class B
|
|
Total
|
||||
March 31, 2018
|
|
1,000,000
|
|
|
4,995,433
|
|
|
93,382,583
|
|
|
98,378,016
|
|
Repurchase of units
|
|
—
|
|
|
—
|
|
|
(475,549
|
)
|
|
(475,549
|
)
|
Balance June 30, 2018
|
|
1,000,000
|
|
|
4,995,433
|
|
|
92,907,034
|
|
|
97,902,467
|
|
|
|
|
|
|
|
|
|
|
||||
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
|
|
—
|
|
|
—
|
|
|
(919,249
|
)
|
|
(919,249
|
)
|
Units withheld for employee income taxes
|
|
—
|
|
|
—
|
|
|
(89,437
|
)
|
|
(89,437
|
)
|
Balance June 30, 2018
|
|
1,000,000
|
|
|
4,995,433
|
|
|
92,907,034
|
|
|
97,902,467
|
|
|
|
|
|
|
|
|
|
|
||||
March 31, 2019
|
|
1,000,000
|
|
|
4,960,684
|
|
|
93,102,666
|
|
|
98,063,350
|
|
Repurchase of units
|
|
—
|
|
|
—
|
|
|
(558,399
|
)
|
|
(558,399
|
)
|
Balance June 30, 2019
|
|
1,000,000
|
|
|
4,960,684
|
|
|
92,544,267
|
|
|
97,504,951
|
|
|
|
|
|
|
|
|
|
|
||||
Balance December 31, 2018
|
|
1,000,000
|
|
|
4,960,684
|
|
|
92,941,783
|
|
|
97,902,467
|
|
Grant of restricted common share awards by the Company, net of forfeitures
|
|
—
|
|
|
—
|
|
|
242,167
|
|
|
242,167
|
|
Repurchase of units
|
|
—
|
|
|
—
|
|
|
(558,399
|
)
|
|
(558,399
|
)
|
Units withheld for employee income taxes
|
|
—
|
|
|
—
|
|
|
(81,284
|
)
|
|
(81,284
|
)
|
Balance June 30, 2019
|
|
1,000,000
|
|
|
4,960,684
|
|
|
92,544,267
|
|
|
97,504,951
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
13,727
|
|
|
$
|
22,969
|
|
|
$
|
76,058
|
|
|
$
|
45,807
|
|
Less allocation of earnings to participating securities
|
|
(114
|
)
|
|
(313
|
)
|
|
(725
|
)
|
|
(576
|
)
|
||||
Net income available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
$
|
13,613
|
|
|
$
|
22,656
|
|
|
$
|
75,333
|
|
|
$
|
45,231
|
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares
|
|
93,187
|
|
|
93,298
|
|
|
93,245
|
|
|
93,470
|
|
||||
Diluted weighted average common shares
|
|
93,187
|
|
|
93,298
|
|
|
93,245
|
|
|
93,470
|
|
||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.15
|
|
|
$
|
0.24
|
|
|
$
|
0.81
|
|
|
$
|
0.48
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.15
|
|
|
$
|
0.24
|
|
|
$
|
0.81
|
|
|
$
|
0.48
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income attributable to partners of the Operating Partnership
|
|
$
|
14,457
|
|
|
$
|
24,198
|
|
|
$
|
80,103
|
|
|
$
|
48,253
|
|
Less allocation of earnings to participating securities
|
|
(114
|
)
|
|
(313
|
)
|
|
(725
|
)
|
|
(576
|
)
|
||||
Net income available to common unitholders of the Operating Partnership
|
|
$
|
14,343
|
|
|
$
|
23,885
|
|
|
$
|
79,378
|
|
|
$
|
47,677
|
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common units
|
|
98,147
|
|
|
98,294
|
|
|
98,205
|
|
|
98,466
|
|
||||
Diluted weighted average common units
|
|
98,147
|
|
|
98,294
|
|
|
98,205
|
|
|
98,466
|
|
||||
Basic earnings per common unit:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.15
|
|
|
$
|
0.24
|
|
|
$
|
0.81
|
|
|
$
|
0.48
|
|
Diluted earnings per common unit:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.15
|
|
|
$
|
0.24
|
|
|
$
|
0.81
|
|
|
$
|
0.48
|
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Restricted common shares (1)
|
|
$
|
4,627
|
|
|
$
|
2,366
|
|
|
$
|
7,140
|
|
|
$
|
4,855
|
|
Notional unit performance awards (1)
|
|
2,314
|
|
|
1,014
|
|
|
3,576
|
|
|
1,998
|
|
||||
Options
|
|
41
|
|
|
99
|
|
|
84
|
|
|
192
|
|
||||
Total equity-based compensation
|
|
$
|
6,982
|
|
|
$
|
3,479
|
|
|
$
|
10,800
|
|
|
$
|
7,045
|
|
(1)
|
Includes the accelerated recognition of compensation cost related to the planned retirement of an executive officer.
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Equity-based compensation expense capitalized
|
|
$
|
96
|
|
|
$
|
461
|
|
|
$
|
188
|
|
|
$
|
552
|
|
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
|
|
531,827
|
|
|
Grant date fair value per share
|
|
$
|
12.09
|
|
(1)
|
The number of restricted common shares received under the 2019 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)
|
|
2.6
|
%
|
Expected dividend yield (2)
|
|
5.3
|
%
|
Expected volatility (3)
|
|
24
|
%
|
(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 March 31, 2019
|
|
$
|
(30,759
|
)
|
|
$
|
3,606
|
|
|
$
|
(27,153
|
)
|
|
$
|
(1,672
|
)
|
|
$
|
191
|
|
|
$
|
(1,481
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
1,714
|
|
|
(2,683
|
)
|
|
(969
|
)
|
|
91
|
|
|
(143
|
)
|
|
(52
|
)
|
||||||
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges
|
|
3,454
|
|
|
(747
|
)
|
|
2,707
|
|
|
184
|
|
|
(40
|
)
|
|
144
|
|
||||||
Balance June 30, 2019
|
|
$
|
(25,591
|
)
|
|
$
|
176
|
|
|
$
|
(25,415
|
)
|
|
$
|
(1,397
|
)
|
|
$
|
8
|
|
|
$
|
(1,389
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
||||||||||||||||||||||
|
|
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, 2018
|
|
$
|
(32,610
|
)
|
|
$
|
5,459
|
|
|
$
|
(27,151
|
)
|
|
$
|
(1,770
|
)
|
|
$
|
290
|
|
|
$
|
(1,480
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
3,565
|
|
|
(3,849
|
)
|
|
(284
|
)
|
|
189
|
|
|
(205
|
)
|
|
(16
|
)
|
||||||
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges
|
|
3,454
|
|
|
(1,434
|
)
|
|
2,020
|
|
|
184
|
|
|
(77
|
)
|
|
107
|
|
||||||
Balance June 30, 2019
|
|
$
|
(25,591
|
)
|
|
$
|
176
|
|
|
$
|
(25,415
|
)
|
|
$
|
(1,397
|
)
|
|
$
|
8
|
|
|
$
|
(1,389
|
)
|
|
|
|
||||||||||||||||||||||
|
|
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 March 31, 2018
|
|
$
|
(27,298
|
)
|
|
$
|
7,675
|
|
|
$
|
(19,623
|
)
|
|
$
|
(1,486
|
)
|
|
$
|
408
|
|
|
$
|
(1,078
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(1,900
|
)
|
|
1,340
|
|
|
(560
|
)
|
|
(102
|
)
|
|
72
|
|
|
(30
|
)
|
||||||
Reclassification out of accumulated other comprehensive income (loss) into interest expense
|
|
—
|
|
|
(539
|
)
|
|
(539
|
)
|
|
—
|
|
|
(29
|
)
|
|
(29
|
)
|
||||||
Balance June 30, 2018
|
|
$
|
(29,198
|
)
|
|
$
|
8,476
|
|
|
$
|
(20,722
|
)
|
|
$
|
(1,588
|
)
|
|
$
|
451
|
|
|
$
|
(1,137
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
||||||||||||||||||||||
|
|
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
|
|
(4,838
|
)
|
|
4,254
|
|
|
(584
|
)
|
|
(259
|
)
|
|
228
|
|
|
(31
|
)
|
||||||
Reclassification out of accumulated other comprehensive income (loss) into interest expense
|
|
—
|
|
|
(853
|
)
|
|
(853
|
)
|
|
—
|
|
|
(46
|
)
|
|
(46
|
)
|
||||||
Balance June 30, 2018
|
|
$
|
(29,198
|
)
|
|
$
|
8,476
|
|
|
$
|
(20,722
|
)
|
|
$
|
(1,588
|
)
|
|
$
|
451
|
|
|
$
|
(1,137
|
)
|
|
|
Foreign Currency
|
|
Cash flow hedges
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
Balance March 31, 2019
|
|
$
|
(32,431
|
)
|
|
$
|
3,797
|
|
|
$
|
(28,634
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
1,805
|
|
|
(2,826
|
)
|
|
(1,021
|
)
|
|||
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges
|
|
3,638
|
|
|
(787
|
)
|
|
2,851
|
|
|||
Balance June 30, 2019
|
|
$
|
(26,988
|
)
|
|
$
|
184
|
|
|
$
|
(26,804
|
)
|
|
|
|
|
|
|
|
||||||
|
|
Foreign Currency
|
|
Cash flow hedges
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
Balance December 31, 2018
|
|
$
|
(34,380
|
)
|
|
$
|
5,749
|
|
|
$
|
(28,631
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
3,754
|
|
|
(4,054
|
)
|
|
(300
|
)
|
|||
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges
|
|
3,638
|
|
|
(1,511
|
)
|
|
2,127
|
|
|||
Balance June 30, 2019
|
|
$
|
(26,988
|
)
|
|
$
|
184
|
|
|
$
|
(26,804
|
)
|
|
|
Foreign Currency
|
|
Cash flow hedges
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
Balance March 31, 2018
|
|
$
|
(28,784
|
)
|
|
$
|
8,083
|
|
|
$
|
(20,701
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(2,002
|
)
|
|
1,412
|
|
|
(590
|
)
|
|||
Reclassification out of accumulated other comprehensive income (loss) into interest expense
|
|
—
|
|
|
(568
|
)
|
|
(568
|
)
|
|||
Balance June 30, 2018
|
|
$
|
(30,786
|
)
|
|
$
|
8,927
|
|
|
$
|
(21,859
|
)
|
|
|
|
|
|
|
|
||||||
|
|
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
|
|
(5,097
|
)
|
|
4,482
|
|
|
(615
|
)
|
|||
Reclassification out of accumulated other comprehensive income (loss) into interest expense
|
|
—
|
|
|
(899
|
)
|
|
(899
|
)
|
|||
Balance June 30, 2018
|
|
$
|
(30,786
|
)
|
|
$
|
8,927
|
|
|
$
|
(21,859
|
)
|
|
|
As of
|
|
As of
|
||||
|
|
June 30, 2019
|
|
June 30, 2018
|
||||
Costs relating to construction included in accounts payable and accrued expenses
|
|
$
|
13,822
|
|
|
$
|
15,187
|
|
|
|
Six months ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Interest paid
|
|
$
|
29,284
|
|
|
$
|
30,074
|
|
|
|
June 30, 2019
|
||
Non-Cash operating lease right-of-use assets exchanged for operating lease liabilities
|
|
$
|
87,679
|
|
Non-Cash operating lease liabilities exchanged for operating right-of-use assets
|
|
92,354
|
|
|
|
Three months ended
June 30, 2019
|
|
Six months ended
June 30, 2019
|
||||
Rental revenues - fixed
|
|
$
|
89,262
|
|
|
$
|
182,721
|
|
Rental revenues - variable (1)
|
|
23,123
|
|
|
49,618
|
|
||
Rental revenues
|
|
$
|
112,385
|
|
|
$
|
232,339
|
|
(1)
|
Primarily includes rents based on a percentage of tenant sales volume and reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes.
|
For the remainder of 2019
|
|
$
|
161,791
|
|
2020
|
|
315,266
|
|
|
2021
|
|
278,847
|
|
|
2022
|
|
243,310
|
|
|
2023
|
|
209,258
|
|
|
2024
|
|
173,803
|
|
|
Thereafter
|
|
325,913
|
|
|
|
|
$
|
1,708,188
|
|
2019
|
|
$
|
285,343
|
|
2020
|
|
265,361
|
|
|
2021
|
|
229,553
|
|
|
2022
|
|
195,808
|
|
|
2023
|
|
164,845
|
|
|
Thereafter
|
|
364,844
|
|
|
|
|
$
|
1,505,754
|
|
|
|
Three months ended
June 30, 2019 |
|
Six months ended
June 30, 2019 |
||||
Operating lease costs
|
|
$
|
1,372
|
|
|
$
|
2,776
|
|
Short-term lease costs
|
|
571
|
|
|
1,163
|
|
||
Variable lease costs (1)
|
|
53
|
|
|
131
|
|
||
Total lease costs
|
|
$
|
1,996
|
|
|
$
|
4,070
|
|
(1)
|
Our variable lease costs relate to our ground leases where increases in payments are based on center financial performance.
|
|
|
June 30, 2019
|
|
Weighted - average remaining lease term (years)
|
|
50
|
|
Weighted - average discount rate
|
|
5.0
|
%
|
|
|
June 30, 2019
|
||
Operating cash outflows related to operating leases
|
|
$
|
2,788
|
|
For the remainder of 2019
|
|
$
|
2,782
|
|
2020
|
|
5,568
|
|
|
2021
|
|
5,613
|
|
|
2022
|
|
5,669
|
|
|
2023
|
|
5,709
|
|
|
2024
|
|
5,765
|
|
|
Thereafter
|
|
226,837
|
|
|
Total lease payments
|
|
$
|
257,943
|
|
Less imputed interest
|
|
165,851
|
|
|
Present value of lease liabilities
|
|
$
|
92,092
|
|
2019
|
|
$
|
7,526
|
|
2020
|
|
7,311
|
|
|
2021
|
|
7,140
|
|
|
2022
|
|
7,127
|
|
|
2023
|
|
7,167
|
|
|
Thereafter
|
|
258,438
|
|
|
Total minimum payment
|
|
$
|
294,709
|
|
|
|
|
|
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, 2018
|
|
|
|
12,930
|
|
|
36
|
|
|
2,370
|
|
|
8
|
|
Other
|
|
|
|
(7
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
As of December 31, 2018
|
|
|
|
12,923
|
|
|
36
|
|
|
2,371
|
|
|
8
|
|
Dispositions:
|
|
|
|
|
|
|
|
|
|
|
||||
Nags Head
|
|
First Quarter
|
|
(82
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Ocean City
|
|
First Quarter
|
|
(200
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Park City
|
|
First Quarter
|
|
(320
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Williamsburg
|
|
First Quarter
|
|
(276
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Bromont
|
|
Second Quarter
|
|
—
|
|
|
—
|
|
|
(161
|
)
|
|
(1
|
)
|
Other
|
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of June 30, 2019
|
|
|
|
12,047
|
|
|
32
|
|
|
2,210
|
|
|
7
|
|
Consolidated Outlet Centers
|
|
Legal
|
|
Square
|
|
%
|
||
Location
|
|
Ownership %
|
|
Feet
|
|
Occupied
|
||
Deer Park, New York
|
|
100
|
|
739,109
|
|
|
97
|
|
Riverhead, New York (1)
|
|
100
|
|
729,778
|
|
|
96
|
|
Rehoboth Beach, Delaware (1)
|
|
100
|
|
557,353
|
|
|
98
|
|
Foley, Alabama
|
|
100
|
|
554,583
|
|
|
92
|
|
Atlantic City, New Jersey (1) (3)
|
|
100
|
|
489,706
|
|
|
78
|
|
San Marcos, Texas
|
|
100
|
|
471,816
|
|
|
92
|
|
Sevierville, Tennessee (1)
|
|
100
|
|
447,815
|
|
|
99
|
|
Savannah, Georgia
|
|
100
|
|
429,089
|
|
|
97
|
|
Myrtle Beach Hwy 501, South Carolina
|
|
100
|
|
426,523
|
|
|
99
|
|
Jeffersonville, Ohio
|
|
100
|
|
411,867
|
|
|
94
|
|
Glendale, Arizona (Westgate)
|
|
100
|
|
410,734
|
|
|
95
|
|
Myrtle Beach Hwy 17, South Carolina (1)
|
|
100
|
|
403,425
|
|
|
100
|
|
Charleston, South Carolina
|
|
100
|
|
382,180
|
|
|
99
|
|
Lancaster, Pennsylvania
|
|
100
|
|
376,997
|
|
|
95
|
|
Pittsburgh, Pennsylvania
|
|
100
|
|
372,856
|
|
|
98
|
|
Commerce, Georgia
|
|
100
|
|
371,408
|
|
|
99
|
|
Grand Rapids, Michigan
|
|
100
|
|
357,103
|
|
|
96
|
|
Fort Worth, Texas
|
|
100
|
|
351,741
|
|
|
96
|
|
Daytona Beach, Florida
|
|
100
|
|
351,721
|
|
|
99
|
|
Branson, Missouri
|
|
100
|
|
329,861
|
|
|
100
|
|
Southaven, Mississippi (2) (3)
|
|
50
|
|
324,716
|
|
|
97
|
|
Locust Grove, Georgia
|
|
100
|
|
321,082
|
|
|
97
|
|
Gonzales, Louisiana
|
|
100
|
|
321,066
|
|
|
94
|
|
Mebane, North Carolina
|
|
100
|
|
318,886
|
|
|
100
|
|
Howell, Michigan
|
|
100
|
|
314,438
|
|
|
92
|
|
Mashantucket, Connecticut (Foxwoods) (1)
|
|
100
|
|
311,529
|
|
|
94
|
|
Tilton, New Hampshire
|
|
100
|
|
250,107
|
|
|
95
|
|
Hershey, Pennsylvania
|
|
100
|
|
249,696
|
|
|
100
|
|
Hilton Head II, South Carolina
|
|
100
|
|
206,564
|
|
|
97
|
|
Hilton Head I, South Carolina
|
|
100
|
|
181,670
|
|
|
100
|
|
Terrell, Texas
|
|
100
|
|
177,800
|
|
|
97
|
|
Blowing Rock, North Carolina
|
|
100
|
|
104,009
|
|
|
95
|
|
Totals
|
|
|
|
12,047,228
|
|
|
96
|
|
(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)
|
Property encumbered by mortgage. See Notes 5 and 6 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
|
|
398,697
|
|
|
98
|
|
Columbus, Ohio (1)
|
|
50
|
|
355,245
|
|
|
94
|
|
Ottawa, Ontario
|
|
50
|
|
355,013
|
|
|
95
|
|
Texas City, Texas (Galveston/Houston) (1)
|
|
50
|
|
352,705
|
|
|
97
|
|
National Harbor, Maryland (1)
|
|
50
|
|
341,156
|
|
|
96
|
|
Cookstown, Ontario
|
|
50
|
|
307,779
|
|
|
97
|
|
Saint-Sauveur, Quebec (1)
|
|
50
|
|
99,405
|
|
|
94
|
|
Total
|
|
|
|
2,210,000
|
|
|
96
|
|
(1)
|
Property encumbered by mortgage. See Note 4 to the consolidated financial statements for further details of the joint venture debt obligations.
|
|
Trailing twelve months ended June 30, 2019(1),(2)
|
||||||||||||||
|
# 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) (3)
|
|||||||||
Re-tenant
|
83
|
|
420
|
|
$
|
33.93
|
|
$
|
43.37
|
|
8.65
|
|
$
|
28.92
|
|
Renewal
|
255
|
|
1,200
|
|
$
|
34.58
|
|
$
|
0.58
|
|
3.78
|
|
$
|
34.43
|
|
|
|
|
|
|
|
|
|||||||||
|
Trailing twelve months ended June 30, 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) (3)
|
|||||||||
Re-tenant
|
103
|
|
457
|
|
$
|
33.54
|
|
$
|
69.41
|
|
7.75
|
|
$
|
24.58
|
|
Renewal
|
261
|
|
1,349
|
|
$
|
29.92
|
|
$
|
0.11
|
|
3.63
|
|
$
|
29.89
|
|
(1)
|
Excludes license agreements, seasonal tenants, and month-to-month leases.
|
(2)
|
Excludes outlet centers sold in March 2019 (Nags Head, Ocean City, Park City, and Williamsburg Outlets Centers).
|
(3)
|
Net average straight-line base rent is calculated by dividing the average tenant allowance costs per square foot by the average initial term and subtracting this calculated number from the average straight-line base rent per year amount. The average annual straight-line base rent disclosed in the table above includes all concessions, abatements and reimbursements of rent to tenants. The average tenant allowance disclosed in the table above includes landlord costs.
|
|
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
||||||
Rental revenues from existing properties
|
|
$
|
109,360
|
|
|
$
|
109,437
|
|
|
$
|
(77
|
)
|
Rental revenues from properties disposed
|
|
20
|
|
|
6,297
|
|
|
(6,277
|
)
|
|||
Straight-line rent adjustments
|
|
2,916
|
|
|
1,346
|
|
|
1,570
|
|
|||
Lease termination fees
|
|
269
|
|
|
13
|
|
|
256
|
|
|||
Amortization of above and below market rent adjustments, net
|
|
(180
|
)
|
|
(575
|
)
|
|
395
|
|
|||
|
|
$
|
112,385
|
|
|
$
|
116,518
|
|
|
$
|
(4,133
|
)
|
|
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
||||||
Property operating expenses from existing properties
|
|
$
|
35,382
|
|
|
$
|
35,069
|
|
|
$
|
313
|
|
Properties operating expenses from properties disposed
|
|
5
|
|
|
1,834
|
|
|
(1,829
|
)
|
|||
Other property operating expenses
|
|
1,339
|
|
|
1,043
|
|
|
296
|
|
|||
|
|
$
|
36,726
|
|
|
$
|
37,946
|
|
|
$
|
(1,220
|
)
|
|
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
||||||
Depreciation and amortization from existing properties
|
|
$
|
31,146
|
|
|
$
|
31,339
|
|
|
$
|
(193
|
)
|
Depreciation and amortization from properties disposed
|
|
—
|
|
|
1,355
|
|
|
(1,355
|
)
|
|||
|
|
$
|
31,146
|
|
|
$
|
32,694
|
|
|
$
|
(1,548
|
)
|
|
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
||||||
Equity in earnings from existing properties
|
|
$
|
1,639
|
|
|
$
|
2,164
|
|
|
$
|
(525
|
)
|
Equity in earnings from property disposed
|
|
7
|
|
|
42
|
|
|
(35
|
)
|
|||
|
|
$
|
1,646
|
|
|
$
|
2,206
|
|
|
$
|
(560
|
)
|
|
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
||||||
Rental revenues from existing properties
|
|
$
|
220,182
|
|
|
$
|
221,001
|
|
|
$
|
(819
|
)
|
Rental revenues from properties disposed
|
|
6,422
|
|
|
12,838
|
|
|
(6,416
|
)
|
|||
Straight-line rent adjustments
|
|
4,886
|
|
|
3,294
|
|
|
1,592
|
|
|||
Lease termination fees
|
|
1,399
|
|
|
1,064
|
|
|
335
|
|
|||
Amortization of above and below market rent adjustments, net
|
|
(550
|
)
|
|
(1,023
|
)
|
|
473
|
|
|||
|
|
$
|
232,339
|
|
|
$
|
237,174
|
|
|
$
|
(4,835
|
)
|
|
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
||||||
Property operating expenses from existing properties
|
|
$
|
73,863
|
|
|
$
|
73,685
|
|
|
$
|
178
|
|
Property operating expenses from property disposed
|
|
2,598
|
|
|
4,082
|
|
|
(1,484
|
)
|
|||
Other property operating expense
|
|
2,642
|
|
|
2,397
|
|
|
245
|
|
|||
|
|
$
|
79,103
|
|
|
$
|
80,164
|
|
|
$
|
(1,061
|
)
|
|
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
||||||
Depreciation and amortization expenses from existing properties
|
|
$
|
61,650
|
|
|
$
|
63,126
|
|
|
$
|
(1,476
|
)
|
Depreciation and amortization from property disposed
|
|
1,256
|
|
|
2,691
|
|
|
(1,435
|
)
|
|||
|
|
$
|
62,906
|
|
|
$
|
65,817
|
|
|
$
|
(2,911
|
)
|
|
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
||||||
Equity in earnings from existing properties
|
|
$
|
3,267
|
|
|
$
|
4,364
|
|
|
$
|
(1,097
|
)
|
Equity in earnings from property disposed
|
|
8
|
|
|
36
|
|
|
(28
|
)
|
|||
|
|
$
|
3,275
|
|
|
$
|
4,400
|
|
|
$
|
(1,125
|
)
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Total number of shares purchased
|
|
558,399
|
|
|
475,549
|
|
|
558,399
|
|
|
919,249
|
|
||||
Average price paid per share
|
|
$
|
17.89
|
|
|
$
|
21.01
|
|
|
$
|
17.89
|
|
|
$
|
21.74
|
|
Total price paid exclusive of commissions and related fees (in thousands)
|
|
$
|
9,989
|
|
|
$
|
9,990
|
|
|
$
|
9,989
|
|
|
$
|
19,980
|
|
|
|
Six months ended June 30,
|
|
|
||||||||
|
|
2019
|
|
2018
|
|
Change
|
||||||
Net cash provided by operating activities
|
|
$
|
92,779
|
|
|
$
|
115,292
|
|
|
$
|
(22,513
|
)
|
Net cash provided by (used in) investing activities
|
|
116,331
|
|
|
(28,701
|
)
|
|
145,032
|
|
|||
Net cash used in financing activities
|
|
(210,740
|
)
|
|
(88,453
|
)
|
|
(122,287
|
)
|
|||
Effect of foreign currency rate changes on cash and equivalents
|
|
(16
|
)
|
|
(53
|
)
|
|
37
|
|
|||
Net decrease in cash and cash equivalents
|
|
$
|
(1,646
|
)
|
|
$
|
(1,915
|
)
|
|
$
|
269
|
|
|
|
Six months ended June 30,
|
|
|
||||||||
|
|
2019
|
|
2018
|
|
Change
|
||||||
Capital expenditures analysis:
|
|
|
|
|
|
|
||||||
New outlet center developments and expansions
|
|
$
|
4,010
|
|
|
$
|
5,285
|
|
|
$
|
(1,275
|
)
|
Major outlet center renovations
|
|
290
|
|
|
1,786
|
|
|
(1,496
|
)
|
|||
Second generation tenant allowances
|
|
6,050
|
|
|
8,326
|
|
|
(2,276
|
)
|
|||
Other capital expenditures
|
|
10,293
|
|
|
9,134
|
|
|
1,159
|
|
|||
|
|
20,643
|
|
|
24,531
|
|
|
(3,888
|
)
|
|||
Conversion from accrual to cash basis
|
|
1,759
|
|
|
16,681
|
|
|
(14,922
|
)
|
|||
Additions to rental property-cash basis
|
|
$
|
22,402
|
|
|
$
|
41,212
|
|
|
$
|
(18,810
|
)
|
Senior unsecured notes financial covenants
|
Required
|
Actual
|
|
Total consolidated debt to adjusted total assets
|
<60%
|
49
|
%
|
Total secured debt to adjusted total assets
|
<40%
|
3
|
%
|
Total unencumbered assets to unsecured debt
|
>150%
|
197
|
%
|
Joint Venture
|
|
Total Joint
Venture Debt |
|
Maturity Date
|
|
Interest Rate
|
|
Percent Guaranteed by the Operating Partnership
|
|
Maximum Guaranteed Amount by the Company
|
||||||
Charlotte
|
|
$
|
100.0
|
|
|
July 2028
|
|
4.27%
|
|
|
—
|
%
|
|
$
|
—
|
|
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
|
|
95.0
|
|
|
January 2030
|
|
4.63
|
%
|
|
—
|
%
|
|
—
|
|
||
RioCan Canada
|
|
9.4
|
|
|
May 2020
|
|
5.75
|
%
|
|
31.9
|
%
|
|
3.0
|
|
||
Debt premium and debt origination costs
|
|
(1.3
|
)
|
|
|
|
|
|
|
|
|
|||||
|
|
$
|
368.1
|
|
|
|
|
|
|
|
|
$
|
19.4
|
|
•
|
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; 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
|
|
Six months ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
|
$
|
14,457
|
|
|
$
|
24,290
|
|
|
$
|
80,298
|
|
|
$
|
47,975
|
|
Adjusted for:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization of real estate assets - consolidated
|
|
30,550
|
|
|
32,062
|
|
|
61,698
|
|
|
64,604
|
|
||||
Depreciation and amortization of real estate assets - unconsolidated joint ventures
|
|
3,265
|
|
|
3,325
|
|
|
6,395
|
|
|
6,554
|
|
||||
Foreign currency loss from sale of joint venture property
|
|
3,641
|
|
|
—
|
|
|
3,641
|
|
|
—
|
|
||||
Gain on sale of assets
|
|
—
|
|
|
—
|
|
|
(43,422
|
)
|
|
—
|
|
||||
FFO
|
|
51,913
|
|
|
59,677
|
|
|
108,610
|
|
|
119,133
|
|
||||
FFO attributable to noncontrolling interests in other consolidated partnerships
|
|
—
|
|
|
(92
|
)
|
|
(195
|
)
|
|
278
|
|
||||
Allocation of earnings to participating securities
|
|
(410
|
)
|
|
(534
|
)
|
|
(1,021
|
)
|
|
(1,011
|
)
|
||||
FFO available to common shareholders (1)
|
|
$
|
51,503
|
|
|
$
|
59,051
|
|
|
$
|
107,394
|
|
|
$
|
118,400
|
|
As further adjusted for:
|
|
|
|
|
|
|
|
|
||||||||
Compensation related to executive officer retirement (2)
|
|
4,371
|
|
|
—
|
|
|
4,371
|
|
|
—
|
|
||||
Impact of above adjustment to the allocation of earnings to participating securities
|
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
||||
AFFO available to common shareholders (1)
|
|
$
|
55,839
|
|
|
$
|
59,051
|
|
|
$
|
111,730
|
|
|
$
|
118,400
|
|
FFO available to common shareholders per share - diluted (1)
|
|
$
|
0.52
|
|
|
$
|
0.60
|
|
|
$
|
1.09
|
|
|
$
|
1.20
|
|
AFFO available to common shareholders per share - diluted (1)
|
|
$
|
0.57
|
|
|
$
|
0.60
|
|
|
$
|
1.14
|
|
|
$
|
1.20
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Shares:
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares
|
|
93,187
|
|
|
93,298
|
|
|
93,245
|
|
|
93,470
|
|
||||
Diluted weighted average common shares (for earnings per share computations)
|
|
93,187
|
|
|
93,298
|
|
|
93,245
|
|
|
93,470
|
|
||||
Exchangeable operating partnership units
|
|
4,960
|
|
|
4,996
|
|
|
4,960
|
|
|
4,996
|
|
||||
Diluted weighted average common shares (for FFO and AFFO per share computations) (1)
|
|
98,147
|
|
|
98,294
|
|
|
98,205
|
|
|
98,466
|
|
(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)
|
Represents the accelerated recognition of compensation cost entitled to be received by the Company’s President and Chief Operating Officer per the terms of a transition agreement executed in connection with his planned retirement.
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
|
$
|
14,457
|
|
|
$
|
24,290
|
|
|
$
|
80,298
|
|
|
$
|
47,975
|
|
Adjusted to exclude:
|
|
|
|
|
|
|
|
|
||||||||
Equity in earnings of unconsolidated joint ventures
|
|
(1,646
|
)
|
|
(2,206
|
)
|
|
(3,275
|
)
|
|
(4,400
|
)
|
||||
Interest expense
|
|
15,134
|
|
|
16,181
|
|
|
31,441
|
|
|
31,981
|
|
||||
Gain on sale of assets
|
|
—
|
|
|
—
|
|
|
(43,422
|
)
|
|
—
|
|
||||
Other non-operating (income) expense
|
|
3,417
|
|
|
(191
|
)
|
|
3,193
|
|
|
(400
|
)
|
||||
Depreciation and amortization
|
|
31,146
|
|
|
32,694
|
|
|
62,906
|
|
|
65,817
|
|
||||
Other non-property expense
|
|
180
|
|
|
(13
|
)
|
|
331
|
|
|
374
|
|
||||
Corporate general and administrative expenses
|
|
16,635
|
|
|
10,943
|
|
|
28,767
|
|
|
21,702
|
|
||||
Non-cash adjustments(1)
|
|
(2,628
|
)
|
|
(638
|
)
|
|
(4,100
|
)
|
|
(2,004
|
)
|
||||
Lease termination fees
|
|
(269
|
)
|
|
(13
|
)
|
|
(1,399
|
)
|
|
(1,064
|
)
|
||||
Portfolio NOI
|
|
76,426
|
|
|
81,047
|
|
|
154,740
|
|
|
159,981
|
|
||||
Non-same center NOI(2)
|
|
(23
|
)
|
|
(4,558
|
)
|
|
(4,108
|
)
|
|
(8,926
|
)
|
||||
Same Center NOI
|
|
$
|
76,403
|
|
|
$
|
76,489
|
|
|
$
|
150,632
|
|
|
$
|
151,055
|
|
(1)
|
Non-cash items include straight-line rent, above and below market rent amortization, straight-line rent expense on land leases and gains or losses on outparcel sales, as applicable.
|
(2)
|
Excluded from Same Center NOI:
|
Outlet centers sold:
|
|
Nags Head, Ocean City, Park City, and Williamsburg
|
March 2019
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Fair value of debt
|
|
$
|
1,594,754
|
|
|
$
|
1,668,475
|
|
Recorded value of debt
|
|
$
|
1,586,309
|
|
|
$
|
1,712,918
|
|
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)
|
||||||
April 1, 2019 to April 30, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
100.0
|
|
May 1, 2019 to May 31, 2019
|
|
558,399
|
|
|
17.89
|
|
|
558,399
|
|
|
90.0
|
|
||
June 1, 2019 to June 30, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90.0
|
|
||
Total
|
|
558,399
|
|
|
$
|
17.89
|
|
|
558,399
|
|
|
$
|
90.0
|
|
Exhibit Number
|
|
Exhibit Descriptions
|
|
|
|
|
|
|
|
|
|
10.1*
|
|
|
|
|
|
|
|
10.2
|
|
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
|
|
31.3*
|
|
|
|
|
|
|
|
31.4*
|
|
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
|
|
32.2**
|
|
|
|
|
|
|
|
32.3**
|
|
|
|
|
|
|
|
32.4**
|
|
|
|
|
|
|
|
101.INS***
|
|
|
Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
|
101.SCH***
|
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
|
101.CAL***
|
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
101.LAB***
|
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
101.PRE***
|
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
101.DEF***
|
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
104***
|
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
|
|
|
|
|
|
|
|
|
|
* Filed herewith.
|
|
|
|
** Furnished herewith.
|
|
|
|
*** Submitted herewith.
|
TANGER FACTORY OUTLET CENTERS, INC.
|
|
By:
|
/s/ James F. Williams
|
|
James F. Williams
|
|
Executive 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)
|
1.
|
The first sentence of Section 2.1(a) of the Plan is hereby amended and restated in its entirety as follows:
|
2.
|
This Amendment is adopted by the Board on the Amendment Date, effective as of the date of its approval by the shareholders of the Company within twelve (12) months following the Amendment Date (such date, the “Effective Date”). To the extent this Amendment is not approved by the shareholders of the Company within twelve (12) months following the Amendment Date, it shall be of no force and effect.
|
3.
|
Upon the Effective Date, this Amendment shall be incorporated in and form a part of the Plan.
|
4.
|
Except as set forth herein, the Plan shall remain unchanged and in full force and effect following the Amendment Date.
|
|
||
|
|
|
|
TANGER FACTORY OUTLET CENTERS, INC.
|
|
|
|
|
|
By:
|
/s/ James F. Williams
|
|
Name:
|
James F. Williams
|
|
Title:
|
EVP, Chief Financial Officer
|
|
|
|
|
TANGER PROPERTIES LIMITED PARTNERSHIP
|
|
|
By:
|
/s/ Chad D. Perry
|
|
Name:
|
Chad D. Perry
|
|
Title:
|
Vice President & Secretary
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Tanger Factory Outlet Centers, Inc. for the period ended June 30, 2019;
|
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 June 30, 2019;
|
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 June 30, 2019;
|
||
|
|
||
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:
|
August 5, 2019
|
||
|
|||
/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 June 30, 2019;
|
||
|
|
||
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:
|
August 5, 2019
|
||
|
|||
/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:
|
August 5, 2019
|
/s/ Steven B. Tanger
|
|
|
Steven B. Tanger
Chief Executive Officer
Tanger Factory Outlet Centers, Inc.
|
Date:
|
August 5, 2019
|
/s/ James F. Williams
|
|
|
James F. Williams
Executive 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 June 30, 2019 (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:
|
August 5, 2019
|
/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 June 30, 2019 (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:
|
August 5, 2019
|
/s/ James F. Williams
|
|
|
James F. Williams
|
|
|
Vice President and Treasurer
Tanger GP Trust, sole general partner of the Operating Partnership
(Principal Financial Officer)
|