|
☒
|
ANNUAL 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.)
|
|
|
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
||
Tanger Factory Outlet Centers, Inc.:
|
||
Title of each class
|
Trading Symbol (s)
|
Name of exchange on which registered
|
Common Shares, $.01 par value
|
SKT
|
New York Stock Exchange
|
|
|
|
Tanger Properties Limited Partnership:
|
||
None
|
||
|
||
Securities registered pursuant to Section 12(g) of the Act:
|
||
Tanger Factory Outlet Centers, Inc.: None
|
||
Tanger Properties Limited Partnership: None
|
Tanger Factory Outlet Centers, Inc.
|
Yes
|
☒
|
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.
|
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.
|
•
|
Consolidated financial statements;
|
•
|
The following notes to the consolidated financial statements:
|
•
|
Debt of the Company and the Operating Partnership;
|
•
|
Shareholders' Equity and Partners' Equity;
|
•
|
Earnings Per Share and Earnings Per Unit;
|
•
|
Accumulated Other Comprehensive Income of the Company and the Operating Partnership; and
|
•
|
Liquidity and Capital Resources in the Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
ITEM 1.
|
BUSINESS
|
|
|
2019
|
||
Rental revenues - fixed
|
|
$
|
360,513
|
|
Rental revenues - variable (1)
|
|
103,433
|
|
|
Rental revenues
|
|
$
|
463,946
|
|
(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.
|
•
|
significant expenditure of money and time on projects that may be delayed or never be completed;
|
•
|
higher than projected construction costs;
|
•
|
shortage of construction materials and supplies;
|
•
|
failure to obtain zoning, occupancy or other governmental approvals or to the extent required, tenant approvals; and
|
•
|
late completion because of construction delays, delays in the receipt of zoning, occupancy and other approvals or other factors outside of our control.
|
•
|
adverse effects of changes in the exchange rate between the U.S. and Canadian dollar;
|
•
|
changes in Canadian political and economic environments, regionally, nationally, and locally;
|
•
|
challenges of complying with a wide variety of foreign laws;
|
•
|
changes in applicable laws and regulations in the United States that affect foreign operations;
|
•
|
property management services being provided directly by our 50/50 co-owner, not by us; and
|
•
|
obstacles to the repatriation of earnings and cash.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
Outlet Center
|
|
Acres
|
|
Expiration
|
|
Expiration including renewal terms at our option
|
|
Myrtle Beach Hwy 17, SC
|
|
40.0
|
|
|
2027
|
|
2096
|
Atlantic City, NJ
|
|
21.3
|
|
|
2101
|
|
2101
|
Sevierville, TN
|
|
43.6
|
|
|
2086
|
|
2086
|
Riverhead, NY
|
|
47.0
|
|
|
2024
|
|
2039
|
Mashantucket, CT (Foxwoods)
|
|
8.1
|
|
|
2040
|
|
2090
|
Rehoboth Beach, DE
|
|
2.7
|
|
|
2044
|
|
(1)
|
(1)
|
Lease may be renewed at our option for additional terms of twenty years each.
|
State
|
|
Number of
Outlet Centers
|
|
Square
Feet
|
|
%
of Square Feet
|
||
South Carolina
|
|
5
|
|
|
1,600,362
|
|
|
13
|
New York
|
|
2
|
|
|
1,468,888
|
|
|
12
|
Georgia
|
|
3
|
|
|
1,121,579
|
|
|
9
|
Texas
|
|
3
|
|
|
1,001,357
|
|
|
8
|
Pennsylvania
|
|
3
|
|
|
1,000,556
|
|
|
8
|
Michigan
|
|
2
|
|
|
671,541
|
|
|
6
|
Delaware
|
|
1
|
|
|
557,353
|
|
|
5
|
Alabama
|
|
1
|
|
|
554,587
|
|
|
5
|
New Jersey
|
|
1
|
|
|
489,718
|
|
|
4
|
Tennessee
|
|
1
|
|
|
447,815
|
|
|
4
|
North Carolina
|
|
2
|
|
|
422,895
|
|
|
3
|
Ohio
|
|
1
|
|
|
411,867
|
|
|
3
|
Arizona
|
|
1
|
|
|
410,751
|
|
|
3
|
Florida
|
|
1
|
|
|
351,721
|
|
|
3
|
Missouri
|
|
1
|
|
|
329,861
|
|
|
3
|
Mississippi
|
|
1
|
|
|
324,716
|
|
|
3
|
Louisiana
|
|
1
|
|
|
321,066
|
|
|
3
|
Connecticut
|
|
1
|
|
|
311,507
|
|
|
3
|
New Hampshire
|
|
1
|
|
|
250,107
|
|
|
2
|
Total
|
|
32
|
|
|
12,048,247
|
|
|
100
|
Location
|
|
Legal Ownership %
|
|
Square Feet
|
|
% Occupied
|
|
||
Consolidated Outlet Centers
|
|
|
|
|
|
|
|
||
Deer Park, New York
|
|
100
|
|
|
739,110
|
|
|
99
|
|
Riverhead, New York (1)
|
|
100
|
|
|
729,778
|
|
|
97
|
|
Rehoboth Beach, Delaware (1)
|
|
100
|
|
|
557,353
|
|
|
99
|
|
Foley, Alabama
|
|
100
|
|
|
554,587
|
|
|
94
|
|
Atlantic City, New Jersey (1) (3)
|
|
100
|
|
|
489,718
|
|
|
80
|
|
San Marcos, Texas
|
|
100
|
|
|
471,816
|
|
|
96
|
|
Sevierville, Tennessee (1)
|
|
100
|
|
|
447,815
|
|
|
100
|
|
Savannah, Georgia
|
|
100
|
|
|
429,089
|
|
|
98
|
|
Myrtle Beach Hwy 501, South Carolina
|
|
100
|
|
|
426,523
|
|
|
98
|
|
Jeffersonville, Ohio
|
|
100
|
|
|
411,867
|
|
|
92
|
|
Glendale, Arizona (Westgate)
|
|
100
|
|
|
410,751
|
|
|
100
|
|
Myrtle Beach Hwy 17, South Carolina (1)
|
|
100
|
|
|
403,425
|
|
|
100
|
|
Charleston, South Carolina
|
|
100
|
|
|
382,180
|
|
|
100
|
|
Lancaster, Pennsylvania
|
|
100
|
|
|
376,997
|
|
|
95
|
|
Pittsburgh, Pennsylvania
|
|
100
|
|
|
373,863
|
|
|
97
|
|
Commerce, Georgia
|
|
100
|
|
|
371,408
|
|
|
97
|
|
Grand Rapids, Michigan
|
|
100
|
|
|
357,103
|
|
|
97
|
|
Fort Worth, Texas
|
|
100
|
|
|
351,741
|
|
|
100
|
|
Daytona Beach, Florida
|
|
100
|
|
|
351,721
|
|
|
99
|
|
Branson, Missouri
|
|
100
|
|
|
329,861
|
|
|
100
|
|
Southaven, Mississippi (2) (3)
|
|
50
|
|
|
324,716
|
|
|
100
|
|
Locust Grove, Georgia
|
|
100
|
|
|
321,082
|
|
|
100
|
|
Gonzales, Louisiana
|
|
100
|
|
|
321,066
|
|
|
99
|
|
Mebane, North Carolina
|
|
100
|
|
|
318,886
|
|
|
100
|
|
Howell, Michigan
|
|
100
|
|
|
314,438
|
|
|
94
|
|
Mashantucket, Connecticut (Foxwoods) (1)
|
|
100
|
|
|
311,507
|
|
|
95
|
|
Tilton, New Hampshire
|
|
100
|
|
|
250,107
|
|
|
96
|
|
Hershey, Pennsylvania
|
|
100
|
|
|
249,696
|
|
|
100
|
|
Hilton Head II, South Carolina
|
|
100
|
|
|
206,564
|
|
|
92
|
|
Hilton Head I, South Carolina
|
|
100
|
|
|
181,670
|
|
|
100
|
|
Terrell, Texas
|
|
100
|
|
|
177,800
|
|
|
97
|
|
Blowing Rock, North Carolina
|
|
100
|
|
|
104,009
|
|
|
89
|
|
Total
|
|
|
|
12,048,247
|
|
|
97
|
|
(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 8 and 9 to the consolidated financial statements for further details of our debt obligations.
|
Location
|
|
Legal Ownership %
|
|
Square
Feet |
|
%
Occupied |
|
||
Unconsolidated joint venture properties
|
|
|
|
|
|
|
|
||
Charlotte, North Carolina (1)
|
|
50
|
|
|
398,674
|
|
|
99
|
|
Ottawa, Ontario
|
|
50
|
|
|
357,218
|
|
|
97
|
|
Columbus, Ohio (1)
|
|
50
|
|
|
355,245
|
|
|
98
|
|
Texas City, Texas (Galveston/Houston) (1)
|
|
50
|
|
|
352,705
|
|
|
98
|
|
National Harbor, Maryland (1)
|
|
50
|
|
|
341,156
|
|
|
99
|
|
Cookstown, Ontario
|
|
50
|
|
|
307,779
|
|
|
100
|
|
Saint-Sauveur, Quebec (1)
|
|
50
|
|
|
99,405
|
|
|
92
|
|
Total
|
|
|
|
2,212,182
|
|
|
98
|
|
(1)
|
Property encumbered by mortgage. See Note 6, to the consolidated financial statements for further details of our joint ventures' debt obligations.
|
Year
|
|
No. of Leases Expiring
|
|
Approx. Square Feet (in 000's) (1)
|
|
Average Annualized Base Rent per sq. ft
|
|
Annualized Base Rent
(in 000's) (2)
|
|
% of Annualized Base Rent Represented by Expiring Leases
|
||||||
2020
|
|
265
|
|
|
1,148
|
|
|
$
|
22.95
|
|
|
$
|
26,346
|
|
|
10
|
2021
|
|
327
|
|
|
1,542
|
|
|
24.47
|
|
|
37,734
|
|
|
14
|
||
2022
|
|
291
|
|
|
1,338
|
|
|
26.83
|
|
|
35,892
|
|
|
13
|
||
2023
|
|
227
|
|
|
1,182
|
|
|
25.80
|
|
|
30,501
|
|
|
11
|
||
2024
|
|
205
|
|
|
970
|
|
|
30.95
|
|
|
30,023
|
|
|
11
|
||
2025
|
|
270
|
|
|
1,373
|
|
|
26.98
|
|
|
37,050
|
|
|
13
|
||
2026
|
|
210
|
|
|
916
|
|
|
27.19
|
|
|
24,904
|
|
|
9
|
||
2027
|
|
137
|
|
|
670
|
|
|
26.61
|
|
|
17,828
|
|
|
7
|
||
2028
|
|
117
|
|
|
815
|
|
|
20.81
|
|
|
16,962
|
|
|
6
|
||
2029
|
|
77
|
|
|
382
|
|
|
26.87
|
|
|
10,264
|
|
|
4
|
||
2030 and after
|
|
31
|
|
|
307
|
|
|
20.65
|
|
|
6,341
|
|
|
2
|
||
|
|
2,157
|
|
|
10,643
|
|
|
$
|
25.73
|
|
|
$
|
273,845
|
|
|
100
|
(1)
|
Excludes leases that have been entered into but which tenant has not yet taken possession, vacant suites, space under construction, temporary leases and month-to-month leases totaling in the aggregate approximately 1.4 million square feet.
|
(2)
|
Annualized base rent is defined as the minimum monthly payments due as of December 31, 2019 annualized, excluding periodic contractual fixed increases and rents calculated based on a percentage of tenants' sales. The annualized base rent disclosed in the table above includes all concessions, abatements and reimbursements of rent to tenants.
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Occupancy
|
|
97
|
%
|
|
97
|
%
|
|
97
|
%
|
|
98
|
%
|
|
97
|
%
|
|||||
Average annual base rent per square foot (1)
|
|
$
|
25.35
|
|
|
$
|
25.51
|
|
|
$
|
25.81
|
|
|
$
|
26.10
|
|
|
$
|
25.19
|
|
(1)
|
Average annual base rent per square foot is calculated based on base rental revenues recognized during the year on a straight-line basis including non-cash adjustments to base rent required by United States Generally Accepted Accounting Principles ("GAAP") and the effects of inducements and rent concessions.
|
|
|
Total Expiring
|
|
Renewed by Existing
Tenants
|
||||||
Year(1)
|
|
Square Feet
(in 000's)
|
|
% of
Total Outlet Center Square Feet (2)
|
|
Square Feet
(in 000's)
|
|
% of
Expiring Square Feet
|
||
2019
|
|
1,320
|
|
|
11
|
|
1,020
|
|
|
77
|
2018
|
|
1,742
|
|
|
13
|
|
1,418
|
|
|
81
|
2017
|
|
1,549
|
|
|
12
|
|
1,296
|
|
|
84
|
2016
|
|
1,440
|
|
|
12
|
|
1,223
|
|
|
85
|
2015
|
|
1,532
|
|
|
13
|
|
1,282
|
|
|
84
|
(1)
|
Excludes data for properties sold in each respective year.
|
(2)
|
Represents the percentage of total square footage at the beginning of each year that is scheduled to expire during the respective year.
|
|
|
Renewals of Existing Leases
|
|
Stores Re-leased to New Tenants (1)
|
|||||||||||||||||||||||
|
|
|
|
Average Annualized Base Rent
|
|
|
|
Average Annualized Base Rent
|
|||||||||||||||||||
|
|
|
|
($ per sq. ft.)
|
|
|
|
($ per sq. ft.)
|
|||||||||||||||||||
Year(2)
|
|
Square Feet
(in 000's)
|
|
Expiring
|
|
New
|
|
%
Increase
|
|
Square Feet
(in 000's)
|
|
Expiring
|
|
New
|
|
% Increase
|
|||||||||||
2019(3)
|
|
1,064
|
|
|
$
|
31.93
|
|
|
$
|
31.91
|
|
|
—
|
|
|
460
|
|
|
$
|
35.88
|
|
|
$
|
38.93
|
|
|
9
|
2018(3)
|
|
1,398
|
|
|
$
|
30.12
|
|
|
$
|
31.65
|
|
|
5
|
|
|
431
|
|
|
$
|
30.63
|
|
|
$
|
32.40
|
|
|
6
|
2017(3)
|
|
1,261
|
|
|
$
|
28.21
|
|
|
$
|
30.65
|
|
|
9
|
|
|
413
|
|
|
$
|
30.46
|
|
|
$
|
33.24
|
|
|
9
|
2016(3)
|
|
1,187
|
|
|
$
|
27.44
|
|
|
$
|
32.26
|
|
|
18
|
|
|
384
|
|
|
$
|
32.15
|
|
|
$
|
42.84
|
|
|
33
|
2015
|
|
1,282
|
|
|
$
|
21.77
|
|
|
$
|
26.06
|
|
|
20
|
|
|
444
|
|
|
$
|
24.33
|
|
|
$
|
31.48
|
|
|
29
|
(1)
|
The square footage released to new tenants for 2019, 2018, 2017, 2016, and 2015, contains 109,000, 144,000, 107,000, 93,000, and 149,000 square feet respectively, that was released to new tenants upon expiration of an existing lease during the respective year.
|
(2)
|
Excludes data for properties sold in each respective year.
|
(3)
|
Includes both minimum base rent and common area maintenance rents and excludes license agreements, temporary tenants, and month-to-month leases.
|
Year
|
|
Occupancy Costs as a
% of Tenant Sales
|
|
2019
|
|
10.0
|
|
2018
|
|
9.9
|
|
2017
|
|
10.0
|
|
2016
|
|
9.9
|
|
2015
|
|
9.3
|
|
Tenant
|
Brands
|
# of
Stores |
|
Gross Leasable Area (GLA)
|
|
% of
Total GLA |
|
% of Total Annualized Base Rent (2)
|
||||
The Gap, Inc.
|
Gap, Banana Republic, Janie & Jack, Old Navy
|
96
|
|
|
947,819
|
|
|
7.9
|
%
|
|
5.9
|
%
|
Ascena Retail Group, Inc.
|
LOFT, Ann Taylor, Justice, Lane Bryant
|
96
|
|
|
534,084
|
|
|
4.4
|
%
|
|
4.6
|
%
|
PVH Corp.
|
Tommy Hilfiger, Van Heusen, Calvin Klein
|
62
|
|
|
390,692
|
|
|
3.2
|
%
|
|
4.1
|
%
|
Tapestry, Inc.
|
Coach, Kate Spade, Stuart Weitzman
|
48
|
|
|
226,289
|
|
|
1.9
|
%
|
|
2.8
|
%
|
Under Armour, Inc.
|
Under Armour, Under Armour Kids
|
30
|
|
|
233,877
|
|
|
1.9
|
%
|
|
2.8
|
%
|
Nike, Inc.
|
Nike, Converse, Hurley
|
39
|
|
|
423,215
|
|
|
3.5
|
%
|
|
2.7
|
%
|
American Eagle Outfitters, Inc.
|
American Eagle Outfitters, Aerie
|
39
|
|
|
272,104
|
|
|
2.3
|
%
|
|
2.6
|
%
|
G-III Apparel Group, Ltd.
|
Bass, Wilsons Leather, DKNY, Karl Lagerfeld Paris
|
44
|
|
|
203,734
|
|
|
1.7
|
%
|
|
2.4
|
%
|
Carter’s, Inc.
|
Carters, OshKosh B Gosh
|
51
|
|
|
224,227
|
|
|
1.9
|
%
|
|
2.2
|
%
|
Michael Kors Holdings Limited
|
Michael Kors, Michael Kors Men’s
|
28
|
|
|
136,816
|
|
|
1.1
|
%
|
|
2.0
|
%
|
Signet Jewelers Limited
|
Kay Jewelers, Zales, Jared Vault
|
51
|
|
|
117,204
|
|
|
1.0
|
%
|
|
1.9
|
%
|
Hanesbrands Inc.
|
Hanesbrands, Maidenform, Champion
|
36
|
|
|
176,907
|
|
|
1.5
|
%
|
|
1.9
|
%
|
Ralph Lauren Corporation
|
Polo Ralph Lauren, Polo Children, Polo Ralph Lauren Big & Tall
|
33
|
|
|
358,736
|
|
|
3.0
|
%
|
|
1.8
|
%
|
Columbia Sportswear Company
|
Columbia Sportswear
|
19
|
|
|
148,145
|
|
|
1.2
|
%
|
|
1.8
|
%
|
Chico’s, FAS Inc.
|
Chicos, White House/Black Market, Soma Intimates
|
42
|
|
|
121,931
|
|
|
1.0
|
%
|
|
1.8
|
%
|
Adidas AG
|
Adidas, Reebok
|
28
|
|
|
172,867
|
|
|
1.4
|
%
|
|
1.7
|
%
|
Skechers USA, Inc.
|
Skechers
|
30
|
|
|
149,167
|
|
|
1.2
|
%
|
|
1.6
|
%
|
V. F. Corporation
|
The North Face, Vans, Timberland, Dickies
|
26
|
|
|
138,846
|
|
|
1.2
|
%
|
|
1.6
|
%
|
Caleres Inc.
|
Famous Footwear, Naturalizer, Allen Edmonds
|
33
|
|
|
167,841
|
|
|
1.4
|
%
|
|
1.6
|
%
|
H&M Hennes & Mauritz L.P.
|
H&M
|
19
|
|
|
407,342
|
|
|
3.4
|
%
|
|
1.5
|
%
|
L Brands, Inc.
|
Bath & Body Works, Pink, Victoria’s Secret
|
30
|
|
|
118,662
|
|
|
1.0
|
%
|
|
1.5
|
%
|
Express Inc.
|
Express Factory
|
23
|
|
|
160,730
|
|
|
1.3
|
%
|
|
1.5
|
%
|
Levis
|
Levis
|
29
|
|
|
121,486
|
|
|
1.0
|
%
|
|
1.4
|
%
|
J. Crew Group, Inc.
|
J. Crew, J. Crew Men’s
|
26
|
|
|
140,366
|
|
|
1.2
|
%
|
|
1.4
|
%
|
Rack Room Shoes, Inc.
|
Rack Room Shoes
|
22
|
|
|
129,699
|
|
|
1.0
|
%
|
|
1.4
|
%
|
Total of Top 25 tenants
|
|
980
|
|
|
6,222,786
|
|
|
51.6
|
%
|
|
56.5
|
%
|
(1)
|
Excludes leases that have been entered into but which tenant has not yet taken possession, temporary leases and month-to-month leases.
|
(2)
|
Annualized base rent is defined as the minimum monthly payments due as of the end of the reporting period annualized, excluding periodic contractual fixed increases. Includes rents which are based on a percentage of sales in lieu of fixed contractual rents.
|
Deer Park
|
|
Square Feet
|
|
2019
|
|
2018
|
|
2017
|
|||||||
Outlet Center Occupancy
|
|
739,110
|
|
|
99
|
%
|
|
96
|
%
|
|
95
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Average base rental rates per weighted average square foot (1)
|
|
|
|
$
|
34.41
|
|
|
$
|
31.67
|
|
|
$
|
31.64
|
|
(1)
|
Average annual base rent per square foot is calculated based on base rental revenues recognized during the year on a straight-line basis including non-cash adjustments to base rent required by GAAP and the effects of inducements and rent concessions.
|
Year
|
|
No. of
Leases
Expiring (1)
|
|
Square Feet
(in 000's) (1)
|
|
Annualized
Base Rent
per Square Foot
|
|
Annualized
Base Rent
(in 000's) (2)
|
|
% of Gross
Annualized
Base Rent
Represented
by Expiring
Leases
|
|||||||
2020
|
|
10
|
|
|
34
|
|
|
$
|
37.21
|
|
|
$
|
1,265
|
|
|
5
|
|
2021
|
|
13
|
|
|
63
|
|
|
49.40
|
|
|
3,112
|
|
|
13
|
|
||
2022
|
|
7
|
|
|
23
|
|
|
43.65
|
|
|
1,004
|
|
|
4
|
|
||
2023
|
|
12
|
|
|
111
|
|
|
26.04
|
|
|
2,890
|
|
|
12
|
|
||
2024
|
|
14
|
|
|
137
|
|
|
35.30
|
|
|
4,836
|
|
|
20
|
|
||
2025
|
|
6
|
|
|
26
|
|
|
22.85
|
|
|
594
|
|
|
3
|
|
||
2026
|
|
7
|
|
|
22
|
|
|
34.73
|
|
|
764
|
|
|
3
|
|
||
2027
|
|
6
|
|
|
19
|
|
|
39.42
|
|
|
749
|
|
|
3
|
|
||
2028
|
|
10
|
|
|
105
|
|
|
39.43
|
|
|
4,140
|
|
|
18
|
|
||
2029
|
|
9
|
|
|
61
|
|
|
39.26
|
|
|
2,395
|
|
|
10
|
|
||
2030 and thereafter
|
|
4
|
|
|
105
|
|
|
19.47
|
|
|
2,044
|
|
|
9
|
|
||
Total
|
|
98
|
|
|
706
|
|
|
$
|
33.70
|
|
|
$
|
23,793
|
|
|
100
|
%
|
(1)
|
Excludes leases that have been entered into but which tenant has not taken possession, vacant suites, temporary leases and month-to-month leases totaling in the aggregate approximately 33,000 square feet.
|
(2)
|
Annualized base rent is defined as the minimum monthly payments due as of December 31, 2019, excluding periodic contractual fixed increases and rents calculated based on a percentage of tenants' sales. The annualized base rent disclosed in the table above includes all concessions, abatements and reimbursements of rent to tenants.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
NAME
|
|
AGE
|
|
POSITION
|
Steven B. Tanger
|
|
71
|
|
Director, Chief Executive Officer
|
James F. Williams
|
|
55
|
|
Executive Vice President - Chief Financial Officer
|
Chad D. Perry
|
|
47
|
|
Executive Vice President - General Counsel and Secretary
|
Lisa J. Morrison
|
|
60
|
|
Executive Vice President - Leasing
|
Virginia R. Summerell
|
|
61
|
|
Senior Vice President of Finance - Treasurer and Assistant Secretary
|
Carrie A. Warren
|
|
57
|
|
Senior Vice President - Chief Marketing Officer
|
Charles A. Worsham
|
|
48
|
|
Senior Vice President - Construction and Development
|
Thomas J. Guerrieri Jr.
|
|
47
|
|
Vice President - Chief Accounting Officer and Controller
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Period
|
|
Total number of shares purchased (1)
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs
(in millions)
|
||||||
October 1, 2019 to October 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
80.0
|
|
November 1, 2019 to November 30, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80.0
|
|
||
December 1, 2019 to December 31, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80.0
|
|
||
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
80.0
|
|
(1)
|
For certain restricted common shares that vested during the three months ended December 31, 2019, we withheld shares with value equivalent up to the employees' obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total number of shares withheld upon vesting was approximately 51,000 for the three months ended December 31, 2019.
|
|
|
|
Period Ended
|
||||||||||||||
Index
|
12/31/2014
|
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
|
12/31/2018
|
|
12/31/2019
|
|||||
Tanger Factory Outlet Centers, Inc.
|
100.00
|
|
|
91.85
|
|
|
104.12
|
|
|
80.89
|
|
|
65.47
|
|
|
51.52
|
|
SNL US REIT Equity
|
100.00
|
|
|
102.76
|
|
|
111.89
|
|
|
121.25
|
|
|
115.57
|
|
|
148.45
|
|
SNL US REIT Retail
|
100.00
|
|
|
104.11
|
|
|
105.17
|
|
|
99.94
|
|
|
93.54
|
|
|
97.67
|
|
|
|
2019
|
||
First Quarter
|
|
$
|
0.3500
|
|
Second Quarter
|
|
0.3550
|
|
|
Third Quarter
|
|
0.3550
|
|
|
Fourth Quarter
|
|
0.3550
|
|
|
Distributions per unit
|
|
$
|
1.4150
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA (TANGER FACTORY OUTLET CENTERS, INC.)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(in thousands, except per share and outlet center data)
|
||||||||||||||||||
OPERATING DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues(1)
|
$
|
478,348
|
|
|
$
|
494,681
|
|
|
$
|
488,234
|
|
|
$
|
465,834
|
|
|
$
|
439,369
|
|
Net income(1)(2)(3)(4)(5)(6)(7)
|
92,728
|
|
|
45,563
|
|
|
71,876
|
|
|
204,329
|
|
|
222,168
|
|
|||||
Net income available to common
shareholders(1)(2)(3)(4)(5)(6)(7)
|
86,519
|
|
|
42,444
|
|
|
66,793
|
|
|
191,818
|
|
|
208,792
|
|
|||||
SHARE DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income available to common
shareholders (1)(2)(3)(4)(5)(6)(7)
|
$
|
0.93
|
|
|
$
|
0.45
|
|
|
$
|
0.71
|
|
|
$
|
2.02
|
|
|
$
|
2.20
|
|
Weighted average common shares
|
92,808
|
|
|
93,309
|
|
|
94,506
|
|
|
95,102
|
|
|
94,698
|
|
|||||
Diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income available to common
shareholders(1)(2)(3)(4)(5)(6)(7)
|
$
|
0.93
|
|
|
$
|
0.45
|
|
|
$
|
0.71
|
|
|
$
|
2.01
|
|
|
$
|
2.20
|
|
Weighted average common shares
|
92,808
|
|
|
93,310
|
|
|
94,522
|
|
|
95,345
|
|
|
94,759
|
|
|||||
Common dividends(7)
|
$
|
1.4150
|
|
|
$
|
1.3925
|
|
|
$
|
1.3525
|
|
|
$
|
1.2600
|
|
|
$
|
1.3050
|
|
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate assets, before depreciation
|
$
|
2,896,894
|
|
|
$
|
3,046,179
|
|
|
$
|
3,088,470
|
|
|
$
|
2,965,907
|
|
|
$
|
2,513,217
|
|
Total assets
|
2,285,211
|
|
|
2,384,902
|
|
|
2,540,105
|
|
|
2,526,214
|
|
|
2,314,825
|
|
|||||
Debt
|
1,569,773
|
|
|
1,712,918
|
|
|
1,763,651
|
|
|
1,687,866
|
|
|
1,551,924
|
|
|||||
Total equity
|
456,109
|
|
|
505,535
|
|
|
612,302
|
|
|
705,441
|
|
|
606,032
|
|
|||||
CASH FLOW DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
220,452
|
|
|
$
|
258,318
|
|
|
$
|
253,159
|
|
|
$
|
239,316
|
|
|
$
|
220,755
|
|
Investing activities
|
99,289
|
|
|
(40,023
|
)
|
|
(117,545
|
)
|
|
(45,501
|
)
|
|
(221,827
|
)
|
|||||
Financing activities
|
(312,133
|
)
|
|
(215,203
|
)
|
|
(141,679
|
)
|
|
(203,467
|
)
|
|
6,854
|
|
|||||
OTHER DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Square feet open:
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
12,048
|
|
|
12,923
|
|
|
12,930
|
|
|
12,710
|
|
|
11,746
|
|
|||||
Partially-owned (unconsolidated)
|
2,212
|
|
|
2,371
|
|
|
2,370
|
|
|
2,348
|
|
|
2,747
|
|
|||||
Number of outlet centers:
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
32
|
|
|
36
|
|
|
36
|
|
|
36
|
|
|
34
|
|
|||||
Partially-owned (unconsolidated)
|
7
|
|
|
8
|
|
|
8
|
|
|
8
|
|
|
9
|
|
(1)
|
For the year ended December 31, 2019, in connection with the adoption of ASC 842 on January 1, 2019, rental revenues is presented net of uncollectible tenant revenues and includes a straight-line rent adjustment of $6.4 million to record contractual payments received as consideration from certain executory costs on a straight-line basis.
|
(2)
|
For the year ended December 31, 2019, net income includes a $43.4 million gain recorded on the sale of our Nags Head, Ocean City, Park City, and Williamsburg outlet centers in March 2019 and a $37.6 million impairment charge related to our Jeffersonville, Ohio outlet center. In addition, due to the adoption of ASC 842 $4.9 million of indirect internal leasing costs previously capitalized were expensed as general and administrative expenses.
|
(3)
|
For the year ended December 31, 2018, net income includes a $49.7 million impairment charge related to our Jeffersonville, Ohio outlet center and a $7.2 million impairment charge associated with our RioCan Canada unconsolidated joint ventures.
|
(4)
|
For the year ended December 31, 2017, net income includes a $6.9 million gain on the sale of our outlet center in Westbrook, Connecticut, a $35.6 million loss on early extinguishment of debt related to the early redemption of senior notes due 2020 and a $9.0 million impairment charge associated with our RioCan Canada unconsolidated joint ventures.
|
(5)
|
For the year ended December 31, 2016, net income includes gains of approximately $95.5 million related to the acquisitions of our other venture partners' equity interests in the Westgate and Savannah joint ventures, and $6.3 million in gains on the sales of our Fort Myers, Florida outlet center and an outparcel at our Hwy 501 outlet center in Myrtle Beach, South Carolina.
|
(6)
|
For the year ended December 31, 2015, net income includes gains of approximately $120.4 million from the sale of our equity interest in the Wisconsin Dells joint venture and the sale of our Kittery I & II, Tuscola, West Branch and Barstow outlet centers.
|
(7)
|
For the year ended December 31, 2015, common dividends include a special dividend paid on January 15, 2016 to holders of record as of December 31, 2015.
|
ITEM 6.
|
SELECTED FINANCIAL DATA (TANGER PROPERTIES LIMITED PARTNERSHIP)
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(in thousands, except per unit and outlet center data)
|
||||||||||||||||||
OPERATING DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues(1)
|
|
$
|
478,348
|
|
|
$
|
494,681
|
|
|
$
|
488,234
|
|
|
$
|
465,834
|
|
|
$
|
439,369
|
|
Net income(1)(2)(3)(4)(5)(6)(7)
|
|
92,728
|
|
|
45,563
|
|
|
71,876
|
|
|
204,329
|
|
|
222,168
|
|
|||||
Net income available to common unitholders(1)(2)(3)(4)(5)(6)(7)
|
|
91,197
|
|
|
44,773
|
|
|
70,402
|
|
|
202,103
|
|
|
220,118
|
|
|||||
UNIT DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income available to common unitholders(1)(2)(3)(4)(5)(6)(7)
|
|
$
|
0.93
|
|
|
$
|
0.45
|
|
|
$
|
0.71
|
|
|
$
|
2.02
|
|
|
$
|
2.21
|
|
Weighted average common units
|
|
97,766
|
|
|
98,302
|
|
|
99,533
|
|
|
100,155
|
|
|
99,777
|
|
|||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income available to common unitholders(1)(2)(3)(4)(5)(6)(7)
|
|
$
|
0.93
|
|
|
$
|
0.45
|
|
|
$
|
0.71
|
|
|
$
|
2.01
|
|
|
$
|
2.20
|
|
Weighted average common units
|
|
97,766
|
|
|
98,303
|
|
|
99,549
|
|
|
100,398
|
|
|
99,838
|
|
|||||
Common distributions (7)
|
|
$
|
1.4150
|
|
|
$
|
1.3925
|
|
|
$
|
1.3525
|
|
|
$
|
1.2600
|
|
|
$
|
1.3050
|
|
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate assets, before depreciation
|
|
$
|
2,896,894
|
|
|
$
|
3,046,179
|
|
|
$
|
3,088,470
|
|
|
$
|
2,965,907
|
|
|
$
|
2,513,217
|
|
Total assets
|
|
2,284,814
|
|
|
2,384,540
|
|
|
2,539,434
|
|
|
2,525,687
|
|
|
2,314,154
|
|
|||||
Debt
|
|
1,569,773
|
|
|
1,712,918
|
|
|
1,763,651
|
|
|
1,687,866
|
|
|
1,551,924
|
|
|||||
Total equity
|
|
456,109
|
|
|
505,535
|
|
|
612,302
|
|
|
705,441
|
|
|
606,032
|
|
|||||
CASH FLOW DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
220,391
|
|
|
$
|
258,277
|
|
|
$
|
253,131
|
|
|
$
|
239,299
|
|
|
$
|
221,818
|
|
Investing activities
|
|
99,289
|
|
|
(40,023
|
)
|
|
(117,545
|
)
|
|
(45,501
|
)
|
|
(221,827
|
)
|
|||||
Financing activities
|
|
(312,133
|
)
|
|
(215,203
|
)
|
|
(141,679
|
)
|
|
(203,467
|
)
|
|
6,854
|
|
|||||
OTHER DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
12,048
|
|
|
12,923
|
|
|
12,930
|
|
|
12,710
|
|
|
11,746
|
|
|||||
Partially-owned (unconsolidated)
|
|
2,212
|
|
|
2,371
|
|
|
2,370
|
|
|
2,348
|
|
|
2,747
|
|
|||||
Number of outlet centers:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
32
|
|
|
36
|
|
|
36
|
|
|
36
|
|
|
34
|
|
|||||
Partially-owned (unconsolidated)
|
|
7
|
|
|
8
|
|
|
8
|
|
|
8
|
|
|
9
|
|
(1)
|
For the year ended December 31, 2019, in connection with the adoption of ASC 842 on January 1, 2019, rental revenues is presented net of uncollectible tenant revenues and includes a straight-line rent adjustment of $6.4 million to record contractual payments received as consideration from certain executory costs on a straight-line basis.
|
(2)
|
For the year ended December 31, 2019, net income includes a $43.4 million gain recorded on the sale of our Nags Head, Ocean City, Park City, and Williamsburg outlet centers in March 2019 and a $37.6 million impairment charge related to our Jeffersonville, Ohio outlet center. In addition, due to the adoption of ASC 842 $4.9 million of indirect internal leasing costs previously capitalized were expensed as general and administrative expenses.
|
(3)
|
For the year ended December 31, 2018, net income includes a $49.7 million impairment charge related to our Jeffersonville, Ohio outlet center and a $7.2 million impairment charge associated with our RioCan Canada unconsolidated joint ventures.
|
(4)
|
For the year ended December 31, 2017, net income includes a $6.9 million gain on the sale of our outlet center in Westbrook, Connecticut, a $35.6 million loss on early extinguishment of debt related to the early redemption of senior notes due 2020 and a $9.0 million impairment charge associated with our RioCan Canada unconsolidated joint ventures.
|
(5)
|
For the year ended December 31, 2016, net income includes gains of approximately $95.5 million related to the acquisitions of our other venture partners' equity interests in the Westgate and Savannah joint ventures, and $6.3 million in gains on the sales of our Fort Myers, Florida outlet center and an outparcel at our Hwy 501 outlet center in Myrtle Beach, South Carolina.
|
(6)
|
For the year ended December 31, 2015, net income includes gains of approximately $120.4 million from the sale of our equity interest in the Wisconsin Dells joint venture and the sale of our Kittery I & II, Tuscola, West Branch and Barstow outlet centers.
|
(7)
|
For the year ended December 31, 2015, common dividends include a special dividend paid on January 15, 2016 to holders of record as of December 31, 2015.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
|
|
Consolidated Outlet Centers
|
|
Unconsolidated Joint Venture Outlet Centers
|
||||||||
Outlet Center
|
|
Quarter Acquired/Open/Disposed/Demolished
|
|
Square Feet (in thousands)
|
|
Number of
Outlet Centers
|
|
Square Feet (in thousands)
|
|
Number of
Outlet Centers
|
||||
As of January 1, 2017
|
|
|
|
12,710
|
|
|
36
|
|
|
2,348
|
|
|
8
|
|
New Developments:
|
|
|
|
|
|
|
|
|
|
|
||||
Fort Worth
|
|
Fourth Quarter
|
|
352
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Expansion:
|
|
|
|
|
|
|
|
|
|
|
||||
Ottawa
|
|
Second Quarter
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
Lancaster
|
|
Third Quarter
|
|
148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dispositions:
|
|
|
|
|
|
|
|
|
|
|
||||
Westbrook
|
|
Second Quarter
|
|
(290
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Other
|
|
|
|
10
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
As of December 31, 2017
|
|
|
|
12,930
|
|
|
36
|
|
|
2,370
|
|
|
8
|
|
Other
|
|
|
|
(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
|
|
|
|
3
|
|
|
—
|
|
|
2
|
|
|
—
|
|
As of December 31, 2019
|
|
|
|
12,048
|
|
|
32
|
|
|
2,212
|
|
|
7
|
|
|
|
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
|
|
113
|
|
|
460
|
|
|
$
|
38.93
|
|
|
$
|
43.48
|
|
|
7.89
|
|
|
$
|
33.42
|
|
Renewal
|
|
224
|
|
|
1,064
|
|
|
31.91
|
|
|
0.59
|
|
|
3.54
|
|
|
31.74
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
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
|
|
92
|
|
|
431
|
|
|
$
|
32.40
|
|
|
$
|
50.19
|
|
|
7.81
|
|
|
$
|
25.97
|
|
Renewal
|
|
281
|
|
|
1,398
|
|
|
31.65
|
|
|
0.22
|
|
|
3.66
|
|
|
31.59
|
|
(1)
|
Rent includes both minimum base rents and common area maintenance ("CAM") rents. Excludes license agreements, temporary tenants, and month-to-month leases.
|
(2)
|
Excludes outlet centers sold in March 2019 (Nags Head, Ocean City, Park City, and Williamsburg Outlet Centers).
|
(3)
|
Net average annual 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 rent per year amount. The average annual straight-line rent disclosed in the table above includes all concessions, abatements and reimbursements of rent to tenants. The average tenant allowance disclosed in the table above includes other landlord costs.
|
•
|
the $43.4 million gain recorded on the sale of the four outlet centers in March 2019, and
|
•
|
inclusion in the 2018 period a $49.7 million impairment charge related to our Jeffersonville outlet center.
|
•
|
the sale of the four outlet centers in March 2019 discussed above,
|
•
|
an additional impairment charge in the 2019 period related to our Jeffersonville outlet center of $37.6 million.
|
•
|
a $4.4 million charge in the 2019 period related to the accelerated recognition of compensation cost as a result of a transition agreement (the “COO Transition Agreement”) with the Company’s former President and Chief Operating Officer in connection with his retirement, and
|
•
|
a $3.6 million foreign currency loss recorded in the 2019 period upon the sale of the Bromont property by the RioCan Canada joint venture.
|
|
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
||||||
Rental revenues from existing properties
|
|
$
|
449,333
|
|
|
$
|
450,092
|
|
|
$
|
(759
|
)
|
Rental revenues from properties disposed
|
|
6,321
|
|
|
25,647
|
|
|
(19,326
|
)
|
|||
Straight-line rent adjustments
|
|
7,721
|
|
|
5,843
|
|
|
1,878
|
|
|||
Lease termination fees
|
|
1,615
|
|
|
1,246
|
|
|
369
|
|
|||
Amortization of above and below market rent adjustments, net
|
|
(1,044
|
)
|
|
(2,121
|
)
|
|
1,077
|
|
|||
|
|
$
|
463,946
|
|
|
$
|
480,707
|
|
|
$
|
(16,761
|
)
|
|
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
||||||
Other revenues from existing properties
|
|
$
|
8,919
|
|
|
$
|
8,670
|
|
|
$
|
249
|
|
Other revenues from property disposed
|
|
64
|
|
|
309
|
|
|
(245
|
)
|
|||
|
|
$
|
8,983
|
|
|
$
|
8,979
|
|
|
$
|
4
|
|
|
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
||||||
Management and marketing
|
|
$
|
2,308
|
|
|
$
|
2,334
|
|
|
$
|
(26
|
)
|
Leasing and other fees
|
|
126
|
|
|
162
|
|
|
(36
|
)
|
|||
Expense reimbursements from unconsolidated joint ventures
|
|
2,985
|
|
|
2,499
|
|
|
486
|
|
|||
Total Fees
|
|
$
|
5,419
|
|
|
$
|
4,995
|
|
|
$
|
424
|
|
|
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
||||||
Property operating expenses from existing properties
|
|
$
|
149,590
|
|
|
$
|
147,185
|
|
|
$
|
2,405
|
|
Property operating expenses from property disposed
|
|
2,580
|
|
|
8,140
|
|
|
(5,560
|
)
|
|||
Expenses related to unconsolidated joint ventures
|
|
2,985
|
|
|
2,499
|
|
|
486
|
|
|||
Other property operating expense
|
|
2,579
|
|
|
2,633
|
|
|
(54
|
)
|
|||
|
|
$
|
157,734
|
|
|
$
|
160,457
|
|
|
$
|
(2,723
|
)
|
|
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
||||||
Depreciation and amortization expenses from existing properties
|
|
$
|
122,058
|
|
|
$
|
126,295
|
|
|
$
|
(4,237
|
)
|
Depreciation and amortization from property disposed
|
|
1,256
|
|
|
5,427
|
|
|
(4,171
|
)
|
|||
|
|
$
|
123,314
|
|
|
$
|
131,722
|
|
|
$
|
(8,408
|
)
|
|
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
||||||
Equity in earnings from existing properties
|
|
$
|
7,831
|
|
|
$
|
2,671
|
|
|
$
|
5,160
|
|
Equity in earnings from property disposed
|
|
8
|
|
|
(1,747
|
)
|
|
1,755
|
|
|||
|
|
$
|
7,839
|
|
|
$
|
924
|
|
|
$
|
6,915
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Total number of shares purchased
|
|
1,209,328
|
|
|
919,249
|
|
|
1,911,585
|
|
|||
Average price paid per share
|
|
$
|
16.52
|
|
|
$
|
21.74
|
|
|
$
|
25.80
|
|
Total price paid exclusive of commissions and related fees (in thousands)
|
|
$
|
19,976
|
|
|
$
|
19,980
|
|
|
$
|
49,324
|
|
|
|
2019
|
|
2018
|
|
Change
|
||||||
Net cash provided by operating activities
|
|
$
|
220,391
|
|
|
$
|
258,277
|
|
|
$
|
(37,886
|
)
|
Net cash provided by (used in) investing activities
|
|
99,289
|
|
|
(40,023
|
)
|
|
139,312
|
|
|||
Net cash used in financing activities
|
|
(312,133
|
)
|
|
(215,203
|
)
|
|
(96,930
|
)
|
|||
Effect of foreign currency rate changes on cash and equivalents
|
|
(19
|
)
|
|
(110
|
)
|
|
91
|
|
|||
Net increase in cash and cash equivalents
|
|
$
|
7,528
|
|
|
$
|
2,941
|
|
|
$
|
4,587
|
|
Senior unsecured notes financial covenants
|
|
Required
|
|
Actual
|
|
Total consolidated debt to adjusted total assets
|
|
< 60%
|
|
48
|
%
|
Total secured debt to adjusted total assets
|
|
< 40%
|
|
3
|
%
|
Total unencumbered assets to unsecured debt
|
|
> 150%
|
|
198
|
%
|
|
|
2019
|
|
2018
|
|
Change
|
||||||
Capital expenditures analysis:
|
|
|
|
|
|
|
||||||
New outlet center developments and expansions
|
|
$
|
8,865
|
|
|
$
|
8,863
|
|
|
$
|
2
|
|
Renovations
|
|
2,930
|
|
|
4,690
|
|
|
(1,760
|
)
|
|||
Second generation tenant allowances
|
|
18,189
|
|
|
15,729
|
|
|
2,460
|
|
|||
Other capital expenditures
|
|
20,133
|
|
|
19,075
|
|
|
1,058
|
|
|||
|
|
50,117
|
|
|
48,357
|
|
|
1,760
|
|
|||
Conversion from accrual to cash basis
|
|
(2,232
|
)
|
|
15,896
|
|
|
(18,128
|
)
|
|||
Additions to rental property-cash basis
|
|
$
|
47,885
|
|
|
$
|
64,253
|
|
|
$
|
(16,368
|
)
|
Contractual Obligations
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt (1)
|
|
$
|
3,566
|
|
|
$
|
57,193
|
|
|
$
|
4,436
|
|
|
$
|
254,768
|
|
|
$
|
605,140
|
|
|
$
|
657,206
|
|
|
$
|
1,582,309
|
|
Interest payments (2)
|
|
55,291
|
|
|
53,511
|
|
|
51,672
|
|
|
50,533
|
|
|
34,721
|
|
|
48,517
|
|
|
294,245
|
|
|||||||
Operating leases
|
|
5,568
|
|
|
5,613
|
|
|
5,669
|
|
|
5,709
|
|
|
5,765
|
|
|
226,876
|
|
|
255,200
|
|
|||||||
Other contractual obligations
|
|
1,431
|
|
|
1,239
|
|
|
1,158
|
|
|
1,148
|
|
|
1,148
|
|
|
4,527
|
|
|
10,651
|
|
|||||||
|
|
$
|
65,856
|
|
|
$
|
117,556
|
|
|
$
|
62,935
|
|
|
$
|
312,158
|
|
|
$
|
646,774
|
|
|
$
|
937,126
|
|
|
$
|
2,142,405
|
|
(1)
|
These amounts represent total future cash payments related to debt obligations outstanding as of December 31, 2019.
|
(2)
|
These amounts represent future interest payments related to our debt obligations based on the fixed and variable interest rates specified in the associated debt agreements, including the effects of our interest rate swaps. All of our variable rate debt agreements are based on the one month LIBOR rate, thus for purposes of calculating future interest amounts on variable interest rate debt, the one month LIBOR rate as of December 31, 2019 was used.
|
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 (1)
|
|
85.0
|
|
|
November 2020
|
|
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
|
|
9.1
|
|
|
May 2020
|
|
5.75
|
%
|
|
33.0
|
%
|
|
3.0
|
|
||
Debt premium and debt origination costs
|
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
|||||
|
|
$
|
368.0
|
|
|
|
|
|
|
|
|
$
|
19.4
|
|
(1)
|
In October 2019, the joint venture exercised its option to extend the mortgage loan for one year to November 2020 under the same terms. The mortgage loan has one remaining one-year extension option.
|
|
|
|
|
Impairment Charges(1)
|
||||||
|
|
Outlet Center
|
|
Total
|
|
Our Share
|
||||
2018
|
|
Bromont and Saint Sauveur
|
|
$
|
14,359
|
|
|
$
|
7,180
|
|
2017
|
|
Bromont and Saint Sauveur
|
|
18,042
|
|
|
9,021
|
|
(1)
|
The fair value was determined using an income approach considering the prevailing market income capitalization rates for similar assets.
|
•
|
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.
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
|
$
|
92,728
|
|
|
$
|
45,563
|
|
|
$
|
71,876
|
|
Adjusted for:
|
|
|
|
|
|
|
||||||
Depreciation and amortization of real estate assets - consolidated
|
|
120,856
|
|
|
129,281
|
|
|
125,621
|
|
|||
Depreciation and amortization of real estate assets - unconsolidated joint ventures
|
|
12,512
|
|
|
13,314
|
|
|
13,857
|
|
|||
Impairment charges - consolidated
|
|
37,610
|
|
|
49,739
|
|
|
|
||||
Impairment charges - unconsolidated joint ventures
|
|
—
|
|
|
7,180
|
|
|
9,021
|
|
|||
Foreign currency loss from sale of joint venture property
|
|
3,641
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of assets and interests in unconsolidated entities
|
|
(43,422
|
)
|
|
—
|
|
|
(6,943
|
)
|
|||
FFO
|
|
223,925
|
|
|
245,077
|
|
|
213,432
|
|
|||
FFO attributable to noncontrolling interests in other consolidated partnerships
|
|
(195
|
)
|
|
421
|
|
|
(265
|
)
|
|||
Allocation of earnings to participating securities
|
|
(1,991
|
)
|
|
(2,151
|
)
|
|
(1,943
|
)
|
|||
FFO available to common shareholders (1)
|
|
$
|
221,739
|
|
|
$
|
243,347
|
|
|
$
|
211,224
|
|
As further adjusted for:
|
|
|
|
|
|
|
||||||
Compensation related to executive officer retirement (2)
|
|
4,371
|
|
|
—
|
|
|
—
|
|
|||
Abandoned pre-development costs
|
|
—
|
|
|
—
|
|
|
528
|
|
|||
Recoveries from litigation settlement
|
|
—
|
|
|
—
|
|
|
(1,844
|
)
|
|||
Make-whole premium due to early extinguishment of debt (3)
|
|
—
|
|
|
—
|
|
|
34,143
|
|
|||
Write-off of debt discount and debt origination costs due to early extinguishment of debt (3)
|
|
—
|
|
|
—
|
|
|
1,483
|
|
|||
Impact of above adjustments to the allocation of earnings to participating securities
|
|
(35
|
)
|
|
—
|
|
|
(238
|
)
|
|||
AFFO available to common shareholders (1)
|
|
$
|
226,075
|
|
|
$
|
243,347
|
|
|
$
|
245,296
|
|
FFO available to common shareholders per share - diluted (1)
|
|
$
|
2.27
|
|
|
$
|
2.48
|
|
|
$
|
2.12
|
|
AFFO available to common shareholders per share - diluted (1)
|
|
$
|
2.31
|
|
|
$
|
2.48
|
|
|
$
|
2.46
|
|
Weighted Average Shares:
|
|
|
|
|
|
|
||||||
Basic weighted average common shares
|
|
92,808
|
|
|
93,309
|
|
|
94,506
|
|
|||
Effect of outstanding options and restricted common shares
|
|
—
|
|
|
1
|
|
|
16
|
|
|||
Diluted weighted average common shares (for earnings per share computations)
|
|
92,808
|
|
|
93,310
|
|
|
94,522
|
|
|||
Exchangeable operating partnership units
|
|
4,958
|
|
|
4,993
|
|
|
5,027
|
|
|||
Diluted weighted average common shares (for FFO and AFFO per share computations) (1)
|
|
97,766
|
|
|
98,303
|
|
|
99,549
|
|
(1)
|
Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's REIT status.
|
(2)
|
For the year ended December 31, 2019, represents the accelerated recognition of compensation cost entitled to be received by the Company’s former President and Chief Operating Officer per the terms of a transition agreement executed in connection with his retirement.
|
(3)
|
For the year end December 31, 2017, charges related to the redemption of our $300.0 million 6.125% senior notes due 2020.
|
|
|
2019
|
|
2018
|
||||
Net income
|
|
$
|
92,728
|
|
|
$
|
45,563
|
|
Adjusted to exclude:
|
|
|
|
|
||||
Equity in earnings of unconsolidated joint ventures
|
|
(7,839
|
)
|
|
(924
|
)
|
||
Interest expense
|
|
61,672
|
|
|
64,821
|
|
||
Gain on sale of assets
|
|
(43,422
|
)
|
|
—
|
|
||
Other non-operating (income) expense
|
|
2,761
|
|
|
(864
|
)
|
||
Impairment charges
|
|
37,610
|
|
|
49,739
|
|
||
Depreciation and amortization
|
|
123,314
|
|
|
131,722
|
|
||
Other non-property expenses
|
|
1,049
|
|
|
1,001
|
|
||
Corporate general and administrative expenses
|
|
53,881
|
|
|
43,291
|
|
||
Non-cash adjustments (1)
|
|
(6,237
|
)
|
|
(3,191
|
)
|
||
Lease termination fees
|
|
(1,615
|
)
|
|
(1,246
|
)
|
||
Portfolio NOI
|
|
313,902
|
|
|
329,912
|
|
||
Non-same center NOI (2)
|
|
(4,024
|
)
|
|
(17,900
|
)
|
||
Same Center NOI
|
|
$
|
309,878
|
|
|
$
|
312,012
|
|
(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
|
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
||
Fair value of debt
|
|
$
|
1,603,814
|
|
|
$
|
1,668,475
|
|
Recorded value of debt
|
|
$
|
1,569,773
|
|
|
$
|
1,712,918
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
(a)
|
Evaluation of disclosure control procedures.
|
(b)
|
Management's report on internal control over financial reporting.
|
(1)
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
(2)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
|
(c)
|
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
(a)
|
Evaluation of disclosure control procedures.
|
(b)
|
Management's report on internal control over financial reporting.
|
(1)
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Operating Partnership;
|
(2)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Operating Partnership are being made only in accordance with authorizations of management and trustees of the Operating Partnership; and
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Operating Partnership's assets that could have a material effect on the financial statements.
|
(c)
|
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.
|
Plan Category
|
|
(a)
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
(b)
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
(c)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
|
||||
Equity compensation plans approved by security holders
|
|
1,647,204
|
|
(1)
|
$
|
25.57
|
|
|
3,854,479
|
|
(2)
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
|
1,647,204
|
|
|
$
|
25.57
|
|
|
3,854,479
|
|
|
(1)
|
Includes (a) 523,300 common shares issuable upon the exercise of outstanding options (284,500 of which are vested and exercisable), (b) 290,022 restricted common shares that may be issued under the 2017 Outperformance Plan (the "2017 OPP") upon the satisfaction of certain conditions, (c) 381,065 restricted common shares that may be issued under the 2018 Outperformance Plan (the "2018 OPP") upon the satisfaction of certain conditions and (d) 452,817 restricted common shares that may be issued under the 2019 Outperformance Plan (the "2019 OPP") upon the satisfaction of certain conditions. Because there is no exercise price associated with the 2017, 2018 and 2019 OPP awards, such restricted common shares are not included in the weighted average exercise price calculation.
|
(2)
|
Represents common shares available for issuance under the Amended and Restated Incentive Award Plan. Under the Amended and Restated Incentive Award Plan, the Company may award restricted common shares, restricted share units, performance awards, dividend equivalents, deferred shares, deferred share units, share payments profit interests, and share appreciation rights.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
|
|
|
|
|
|
|
|
|
3.
|
Exhibits
|
Exhibit No.
|
|
Description
|
3.1
|
|
|
|
|
|
3.1A
|
|
|
|
|
|
3.1B
|
|
|
|
|
|
3.1C
|
|
|
|
|
|
3.1D
|
|
|
|
|
|
3.1E
|
|
|
|
|
|
3.1F
|
|
|
|
|
|
3.1G
|
|
|
|
|
|
3.1H
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
4.1
|
|
Senior Indenture dated as of March 1, 1996. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated March 6, 1996.)
|
|
|
|
|
|
|
4.1A
|
|
|
|
|
|
4.1B
|
|
|
|
|
|
4.1C
|
|
|
|
|
|
|
|
|
4.1E
|
|
|
|
|
|
4.1F
|
|
|
|
|
|
4.1G
|
|
|
|
|
|
4.2
|
|
|
|
|
|
10.1 *
|
|
|
|
|
|
10.2 *
|
|
|
|
|
|
10.3 *
|
|
|
|
|
|
10.4 *
|
|
|
|
|
|
10.5 *
|
|
|
|
|
|
10.6 *
|
|
|
|
|
|
10.7 *
|
|
|
|
|
|
10.8*
|
|
|
|
|
|
10.9*
|
|
|
|
|
|
10.10
|
|
Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.)
|
|
|
|
10.10A
|
|
Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1995.)
|
|
|
|
10.10B
|
|
|
|
|
|
10.10C
|
|
|
|
|
|
10.10D
|
|
|
|
|
|
10.10E
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
Agreement Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.)
|
|
|
|
10.13
|
|
Assignment and Assumption Agreement among Stanley K. Tanger, Stanley K. Tanger & Company, the Tanger Family Limited Partnership, the Operating Partnership and the Company. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.)
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16 *
|
|
10.17 *
|
|
|
|
|
|
10.17A *
|
|
|
|
|
|
10.18*
|
|
|
|
|
|
10.19*
|
|
|
|
|
|
10.20*
|
|
|
|
|
|
10.21*
|
|
|
|
|
|
10.22*
|
|
|
|
|
|
10.23*
|
|
|
|
|
|
10.24*
|
|
|
|
|
|
10.25*
|
|
|
|
|
|
10.26*
|
|
|
|
|
|
10.27*
|
|
|
|
|
|
10.28*
|
|
|
|
|
|
10.29*
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
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|
|
10.33
|
|
|
|
|
|
10.34
|
|
|
|
|
|
10.35
|
|
|
|
|
|
10.36
|
|
|
|
|
|
10.37
|
|
|
|
|
|
10.38
|
|
|
|
|
|
10.39
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.41
|
|
|
|
|
|
21.1
|
|
|
|
|
|
21.2
|
|
|
|
|
|
23.1
|
|
|
|
|
|
23.2
|
|
|
|
|
|
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)
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
TANGER FACTORY OUTLET CENTERS, INC.
|
|
|
|
|
By:
|
/s/ Steven B. Tanger
|
|
|
Steven B. Tanger
|
|
|
Chief Executive Officer
|
|
Signature
|
|
Title
|
|
Date
|
/s/ David B. Henry
|
|
|
|
|
David B. Henry
|
|
Non-Executive Chairman of the Board of Directors
|
|
February 19, 2020
|
|
|
|
|
|
/s/ Steven B. Tanger
|
|
|
|
|
Steven B. Tanger
|
|
Director, Chief Executive Officer (Principal Executive Officer)
|
|
February 19, 2020
|
|
|
|
|
|
/s/ James F. Williams
|
|
|
|
|
James F. Williams
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 19, 2020
|
|
|
|
|
|
/s/ Thomas J. Guerrieri Jr.
|
|
|
|
|
Thomas J. Guerrieri Jr.
|
|
Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)
|
|
February 19, 2020
|
|
|
|
|
|
/s/ William G. Benton
|
|
|
|
|
William G. Benton
|
|
Director
|
|
February 19, 2020
|
|
|
|
|
|
/s/ Jeffrey B. Citrin
|
|
|
|
|
Jeffrey B. Citrin
|
|
Director
|
|
February 19, 2020
|
|
|
|
|
|
/s/ Thomas J. Reddin
|
|
|
|
|
Thomas J. Reddin
|
|
Director
|
|
February 19, 2020
|
|
|
|
|
|
/s/ Thomas E. Robinson
|
|
|
|
|
Thomas E. Robinson
|
|
Director
|
|
February 19, 2020
|
|
|
|
|
|
/s/ Bridget M. Ryan-Berman
|
|
|
|
|
Bridget M. Ryan-Berman
|
|
Director
|
|
February 19, 2020
|
|
|
|
|
|
/s/ Allan L. Schuman
|
|
|
|
|
Allan L. Schuman
|
|
Director
|
|
February 19, 2020
|
|
|
|
|
|
/s/ Susan E. Skerritt
|
|
|
|
|
Susan E. Skerritt
|
|
Director
|
|
February 19, 2020
|
|
|
|
|
|
/s/ Luis A. Ubiñas
|
|
|
|
|
Luis A. Ubiñas
|
|
Director
|
|
February 19, 2020
|
|
TANGER PROPERTIES LIMITED PARTNERSHIP
|
|
|
|
|
By:
|
Tanger GP Trust, its sole general partner
|
|
|
|
|
By:
|
/s/ Steven B. Tanger
|
|
|
Steven B. Tanger
|
|
|
Chief Executive Officer
|
|
Signature
|
|
Title
|
|
Date
|
/s/ Steven B. Tanger
|
|
|
|
|
Steven B. Tanger
|
|
Chairman of the Board of Trustees, Chief Executive Officer (Principal Executive Officer)
|
|
February 19, 2020
|
|
|
|
|
|
/s/ James F. Williams
|
|
|
|
|
James F. Williams
|
|
Vice President and Treasurer (Principal Financial Officer)
|
|
February 19, 2020
|
|
|
|
|
|
/s/ Thomas J. Guerrieri Jr.
|
|
|
|
|
Thomas J. Guerrieri Jr.
|
|
Vice President and Assistant Treasurer (Principal Accounting Officer)
|
|
February 19, 2020
|
|
|
|
|
|
/s/ William G. Benton
|
|
|
|
|
William G. Benton
|
|
Trustee
|
|
February 19, 2020
|
|
|
|
|
|
/s/ Jeffrey B. Citrin
|
|
|
|
|
Jeffrey B. Citrin
|
|
Trustee
|
|
February 19, 2020
|
|
|
|
|
|
/s/ David B. Henry
|
|
|
|
|
David B. Henry
|
|
Trustee
|
|
February 19, 2020
|
|
|
|
|
|
/s/ Thomas J. Reddin
|
|
|
|
|
Thomas J. Reddin
|
|
Trustee
|
|
February 19, 2020
|
|
|
|
|
|
/s/ Thomas E. Robinson
|
|
|
|
|
Thomas E. Robinson
|
|
Trustee
|
|
February 19, 2020
|
|
|
|
|
|
/s/ Bridget M. Ryan-Berman
|
|
|
|
|
Bridget M. Ryan-Berman
|
|
Trustee
|
|
February 19, 2020
|
|
|
|
|
|
/s/ Allan L. Schuman
|
|
|
|
|
Allan L. Schuman
|
|
Trustee
|
|
February 19, 2020
|
|
|
|
|
|
/s/ Susan E. Skerritt
|
|
|
|
|
Susan E. Skerritt
|
|
Trustee
|
|
February 19, 2020
|
|
|
|
|
|
/s/ Luis A. Ubiñas
|
|
|
|
|
Luis A. Ubiñas
|
|
Trustee
|
|
February 19, 2020
|
•
|
We tested the effectiveness of controls over management’s evaluation of the recoverability of rental property assets and management’s estimate of fair value to determine impairment, including those over rental, occupancy, capitalization, and discount rates, and estimated holding periods.
|
•
|
We evaluated the undiscounted and discounted future cash flows analysis, including estimates of rental, occupancy, capitalization, and discount rates, and estimated holding periods for each rental property asset with possible impairment indicators by (1) evaluating the source information and assumptions used by management, which included the use of our fair value specialists for certain of these assumptions, and (2) testing the mathematical accuracy of the undiscounted and discounted future cash flows analysis.
|
•
|
We evaluated the reasonableness of management’s undiscounted and discounted future cash flows analysis by comparing management’s projections to the Company’s historical results and external market sources.
|
•
|
We tested the effectiveness of controls over management’s selection of the discount and capitalization rates and management’s evaluation of whether the impairments in their investments in unconsolidated joint ventures are other than temporary.
|
•
|
We evaluated the reasonableness of the valuation methodology.
|
•
|
With the assistance of our fair value specialists, we evaluated the discount and capitalization rates by evaluating the source information and assumptions used by management.
|
•
|
We tested the mathematical accuracy for each of management’s fair value estimates.
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
|
|
|
||
Rental property:
|
|
|
|
|
||||
Land
|
|
$
|
266,537
|
|
|
$
|
278,428
|
|
Buildings, improvements and fixtures
|
|
2,630,357
|
|
|
2,764,649
|
|
||
Construction in progress
|
|
—
|
|
|
3,102
|
|
||
|
|
2,896,894
|
|
|
3,046,179
|
|
||
Accumulated depreciation
|
|
(1,009,951
|
)
|
|
(981,305
|
)
|
||
Total rental property, net
|
|
1,886,943
|
|
|
2,064,874
|
|
||
Cash and cash equivalents
|
|
16,672
|
|
|
9,083
|
|
||
Investments in unconsolidated joint ventures
|
|
94,691
|
|
|
95,969
|
|
||
Deferred lease costs and other intangibles, net
|
|
96,712
|
|
|
116,874
|
|
||
Operating lease right-of-use assets
|
|
86,575
|
|
|
—
|
|
||
Prepaids and other assets
|
|
103,618
|
|
|
98,102
|
|
||
Total assets
|
|
$
|
2,285,211
|
|
|
$
|
2,384,902
|
|
Liabilities and Equity
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Debt:
|
|
|
|
|
||||
Senior, unsecured notes, net
|
|
$
|
1,138,603
|
|
|
$
|
1,136,663
|
|
Unsecured term loans, net
|
|
347,367
|
|
|
346,799
|
|
||
Mortgages payable, net
|
|
83,803
|
|
|
87,471
|
|
||
Unsecured lines of credit, net
|
|
—
|
|
|
141,985
|
|
||
Total debt
|
|
1,569,773
|
|
|
1,712,918
|
|
||
Accounts payable and accrued expenses
|
|
79,562
|
|
|
82,676
|
|
||
Operating lease liabilities
|
|
91,237
|
|
|
—
|
|
||
Other liabilities
|
|
88,530
|
|
|
83,773
|
|
||
Total liabilities
|
|
1,829,102
|
|
|
1,879,367
|
|
||
Commitments and contingencies (Note 22)
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
Tanger Factory Outlet Centers, Inc.:
|
|
|
|
|
||||
Common shares, $.01 par value, 300,000,000 shares authorized, 92,892,260 and 93,941,783 shares issued and outstanding at December 31, 2019 and 2018, respectively
|
|
929
|
|
|
939
|
|
||
Paid in capital
|
|
775,035
|
|
|
778,845
|
|
||
Accumulated distributions in excess of net income
|
|
(317,263
|
)
|
|
(272,454
|
)
|
||
Accumulated other comprehensive loss
|
|
(25,495
|
)
|
|
(27,151
|
)
|
||
Equity attributable to Tanger Factory Outlet Centers, Inc.
|
|
433,206
|
|
|
480,179
|
|
||
Equity attributable to noncontrolling interests:
|
|
|
|
|
||||
Noncontrolling interests in Operating Partnership
|
|
22,903
|
|
|
25,356
|
|
||
Noncontrolling interests in other consolidated partnerships
|
|
—
|
|
|
—
|
|
||
Total equity
|
|
456,109
|
|
|
505,535
|
|
||
Total liabilities and equity
|
|
$
|
2,285,211
|
|
|
$
|
2,384,902
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Rental revenues
|
|
$
|
463,946
|
|
|
$
|
480,707
|
|
|
$
|
475,283
|
|
Management, leasing and other services
|
|
5,419
|
|
|
4,995
|
|
|
3,664
|
|
|||
Other revenues
|
|
8,983
|
|
|
8,979
|
|
|
9,287
|
|
|||
Total revenues
|
|
478,348
|
|
|
494,681
|
|
|
488,234
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Property operating
|
|
157,734
|
|
|
160,457
|
|
|
155,235
|
|
|||
General and administrative
|
|
53,790
|
|
|
44,167
|
|
|
44,004
|
|
|||
Abandoned pre-development costs
|
|
—
|
|
|
—
|
|
|
528
|
|
|||
Impairment charges
|
|
37,610
|
|
|
49,739
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
123,314
|
|
|
131,722
|
|
|
127,744
|
|
|||
Total expenses
|
|
372,448
|
|
|
386,085
|
|
|
327,511
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(61,672
|
)
|
|
(64,821
|
)
|
|
(64,825
|
)
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(35,626
|
)
|
|||
Gain on sale of assets
|
|
43,422
|
|
|
—
|
|
|
6,943
|
|
|||
Other non-operating income (expense)
|
|
(2,761
|
)
|
|
864
|
|
|
2,724
|
|
|||
Total other income (expense)
|
|
(21,011
|
)
|
|
(63,957
|
)
|
|
(90,784
|
)
|
|||
Income before equity in earnings of unconsolidated joint ventures
|
|
84,889
|
|
|
44,639
|
|
|
69,939
|
|
|||
Equity in earnings of unconsolidated joint ventures
|
|
7,839
|
|
|
924
|
|
|
1,937
|
|
|||
Net income
|
|
92,728
|
|
|
45,563
|
|
|
71,876
|
|
|||
Noncontrolling interests in Operating Partnership
|
|
(4,678
|
)
|
|
(2,329
|
)
|
|
(3,609
|
)
|
|||
Noncontrolling interests in other consolidated partnerships
|
|
(195
|
)
|
|
421
|
|
|
(265
|
)
|
|||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
87,855
|
|
|
$
|
43,655
|
|
|
$
|
68,002
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per common share:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
0.93
|
|
|
$
|
0.45
|
|
|
$
|
0.71
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
0.93
|
|
|
$
|
0.45
|
|
|
$
|
0.71
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
|
$
|
92,728
|
|
|
$
|
45,563
|
|
|
$
|
71,876
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
7,917
|
|
|
(8,691
|
)
|
|
8,138
|
|
|||
Change in fair value of cash flow hedges
|
|
(6,174
|
)
|
|
405
|
|
|
1,351
|
|
|||
Other comprehensive income (loss)
|
|
1,743
|
|
|
(8,286
|
)
|
|
9,489
|
|
|||
Comprehensive income
|
|
94,471
|
|
|
37,277
|
|
|
81,365
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(4,960
|
)
|
|
(1,488
|
)
|
|
(4,353
|
)
|
|||
Comprehensive income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
89,511
|
|
|
$
|
35,789
|
|
|
$
|
77,012
|
|
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except share and per share data)
|
|||||||||||||||||||||||||
|
|
Common shares
|
Paid in capital
|
Accumulated distributions in excess of earnings
|
Accumulated other comprehensive income (loss)
|
Total shareholders' equity
|
Noncontrolling interest in Operating Partnership
|
Noncontrolling interests in other consolidated partnerships
|
Total
equity
|
||||||||||||||||
Balance, December 31, 2016
|
|
$
|
961
|
|
$
|
820,251
|
|
$
|
(122,701
|
)
|
$
|
(28,295
|
)
|
$
|
670,216
|
|
$
|
35,066
|
|
$
|
159
|
|
$
|
705,441
|
|
Net income
|
|
—
|
|
—
|
|
68,002
|
|
—
|
|
68,002
|
|
3,609
|
|
265
|
|
71,876
|
|
||||||||
Other comprehensive income
|
|
—
|
|
—
|
|
—
|
|
9,010
|
|
9,010
|
|
479
|
|
—
|
|
9,489
|
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
14,629
|
|
—
|
|
—
|
|
14,629
|
|
—
|
|
—
|
|
14,629
|
|
||||||||
Issuance of 1,800 common shares upon exercise of options
|
|
—
|
|
54
|
|
—
|
|
—
|
|
54
|
|
—
|
|
—
|
|
54
|
|
||||||||
Grant of 411,968 restricted common share awards, net of forfeitures
|
|
4
|
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Repurchase of 1,911,585 common shares, including transaction costs
|
|
(18
|
)
|
(49,343
|
)
|
—
|
|
—
|
|
(49,361
|
)
|
—
|
|
—
|
|
(49,361
|
)
|
||||||||
Withholding of
69,886 common shares for employee income taxes |
|
(1
|
)
|
(2,435
|
)
|
—
|
|
—
|
|
(2,436
|
)
|
—
|
|
—
|
|
(2,436
|
)
|
||||||||
Contributions from noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13
|
|
13
|
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
|
—
|
|
1,630
|
|
—
|
|
—
|
|
1,630
|
|
(1,630
|
)
|
—
|
|
—
|
|
||||||||
Acquisition of noncontrolling interests in other consolidated partnerships
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(159
|
)
|
(159
|
)
|
||||||||
Exchange of 32,348 Operating Partnership units for 32,348 common shares
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Common dividends ($1.3525 per share)
|
|
—
|
|
—
|
|
(130,166
|
)
|
—
|
|
(130,166
|
)
|
—
|
|
—
|
|
(130,166
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(6,800
|
)
|
(278
|
)
|
(7,078
|
)
|
||||||||
Balance,
December 31, 2017 |
|
$
|
946
|
|
$
|
784,782
|
|
$
|
(184,865
|
)
|
$
|
(19,285
|
)
|
$
|
581,578
|
|
$
|
30,724
|
|
$
|
—
|
|
$
|
612,302
|
|
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except share and per share data)
|
|||||||||||||||||||||||||
|
|
Common shares
|
Paid in capital
|
Accumulated distributions in excess of earnings
|
Accumulated other comprehensive income (loss)
|
Total shareholders' equity
|
Noncontrolling interest in Operating Partnership
|
Noncontrolling interests in other consolidated partnerships
|
Total
equity
|
||||||||||||||||
Balance, December 31, 2017
|
|
$
|
946
|
|
$
|
784,782
|
|
$
|
(184,865
|
)
|
$
|
(19,285
|
)
|
$
|
581,578
|
|
$
|
30,724
|
|
$
|
—
|
|
$
|
612,302
|
|
Net income
|
|
—
|
|
—
|
|
43,655
|
|
—
|
|
43,655
|
|
2,329
|
|
(421
|
)
|
45,563
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
—
|
|
(7,866
|
)
|
(7,866
|
)
|
(420
|
)
|
—
|
|
(8,286
|
)
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
15,800
|
|
—
|
|
—
|
|
15,800
|
|
—
|
|
—
|
|
15,800
|
|
||||||||
Grant of 355,184 restricted common share awards
|
|
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
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
626
|
|
626
|
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
|
—
|
|
322
|
|
—
|
|
—
|
|
322
|
|
(322
|
)
|
—
|
|
—
|
|
||||||||
Exchange of 34,749 Operating Partnership units for 34,749 common shares
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Common dividends ($1.3925 per share)
|
|
—
|
|
—
|
|
(131,244
|
)
|
—
|
|
(131,244
|
)
|
—
|
|
—
|
|
(131,244
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(6,955
|
)
|
(205
|
)
|
(7,160
|
)
|
||||||||
Balance,
December 31, 2018 |
|
$
|
939
|
|
$
|
778,845
|
|
$
|
(272,454
|
)
|
$
|
(27,151
|
)
|
$
|
480,179
|
|
$
|
25,356
|
|
$
|
—
|
|
$
|
505,535
|
|
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except share and per share data)
|
|||||||||||||||||||||||||
|
|
Common shares
|
Paid in capital
|
Accumulated distributions in excess of earnings
|
Accumulated other comprehensive income (loss)
|
Total shareholders' equity
|
Noncontrolling interest in Operating Partnership
|
Noncontrolling interests in other consolidated partnerships
|
Total
equity |
||||||||||||||||
Balance, December 31, 2018
|
|
$
|
939
|
|
$
|
778,845
|
|
$
|
(272,454
|
)
|
$
|
(27,151
|
)
|
$
|
480,179
|
|
$
|
25,356
|
|
$
|
—
|
|
$
|
505,535
|
|
Net income
|
|
—
|
|
—
|
|
87,855
|
|
—
|
|
87,855
|
|
4,678
|
|
195
|
|
92,728
|
|
||||||||
Other comprehensive income
|
|
—
|
|
—
|
|
—
|
|
1,656
|
|
1,656
|
|
87
|
|
—
|
|
1,743
|
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
18,504
|
|
—
|
|
—
|
|
18,504
|
|
—
|
|
—
|
|
18,504
|
|
||||||||
Grant of 242,167 restricted common share awards
|
|
3
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Repurchase of 1,209,328 common shares, including transaction costs
|
|
(12
|
)
|
(19,988
|
)
|
—
|
|
—
|
|
(20,000
|
)
|
—
|
|
—
|
|
(20,000
|
)
|
||||||||
Withholding of
131,873 common shares for employee income taxes |
|
(1
|
)
|
(2,523
|
)
|
—
|
|
—
|
|
(2,524
|
)
|
—
|
|
—
|
|
(2,524
|
)
|
||||||||
Contributions from noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
47
|
|
47
|
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
|
—
|
|
200
|
|
—
|
|
—
|
|
200
|
|
(200
|
)
|
—
|
|
—
|
|
||||||||
Exchange of 49,511 Operating Partnership units for 49,511 common shares
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Common dividends ($1.415 per share)
|
|
—
|
|
—
|
|
(132,664
|
)
|
—
|
|
(132,664
|
)
|
—
|
|
—
|
|
(132,664
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(7,018
|
)
|
(242
|
)
|
(7,260
|
)
|
||||||||
Balance,
December 31, 2019
|
|
$
|
929
|
|
$
|
775,035
|
|
$
|
(317,263
|
)
|
$
|
(25,495
|
)
|
$
|
433,206
|
|
$
|
22,903
|
|
$
|
—
|
|
$
|
456,109
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
92,728
|
|
|
$
|
45,563
|
|
|
$
|
71,876
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
123,314
|
|
|
131,722
|
|
|
127,744
|
|
|||
Impairment charge
|
|
37,610
|
|
|
49,739
|
|
|
—
|
|
|||
Amortization of deferred financing costs
|
|
3,004
|
|
|
3,058
|
|
|
3,263
|
|
|||
Gain on sale of assets
|
|
(43,422
|
)
|
|
—
|
|
|
(6,943
|
)
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
35,626
|
|
|||
Equity in earnings of unconsolidated joint ventures
|
|
(7,839
|
)
|
|
(924
|
)
|
|
(1,937
|
)
|
|||
Equity-based compensation expense
|
|
18,120
|
|
|
14,669
|
|
|
13,585
|
|
|||
Amortization of debt (premiums) and discounts, net
|
|
448
|
|
|
416
|
|
|
462
|
|
|||
Amortization (accretion) of market rent rate adjustments, net
|
|
1,432
|
|
|
2,577
|
|
|
2,829
|
|
|||
Straight-line rent adjustments
|
|
(7,721
|
)
|
|
(5,844
|
)
|
|
(5,632
|
)
|
|||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
7,587
|
|
|
7,941
|
|
|
10,697
|
|
|||
Other non-cash
|
|
3,638
|
|
|
—
|
|
|
—
|
|
|||
Changes in other asset and liabilities:
|
|
|
|
|
|
|
||||||
Other assets
|
|
(4,159
|
)
|
|
2,079
|
|
|
365
|
|
|||
Accounts payable and accrued expenses
|
|
(4,288
|
)
|
|
7,322
|
|
|
1,224
|
|
|||
Net cash provided by operating activities
|
|
220,452
|
|
|
258,318
|
|
|
253,159
|
|
|||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|||
Additions to rental property
|
|
(47,884
|
)
|
|
(64,253
|
)
|
|
(166,231
|
)
|
|||
Additions to investments in unconsolidated joint ventures
|
|
(2,316
|
)
|
|
(1,916
|
)
|
|
(5,892
|
)
|
|||
Net proceeds on sale of assets
|
|
128,505
|
|
|
—
|
|
|
39,213
|
|
|||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
17,819
|
|
|
25,232
|
|
|
25,084
|
|
|||
Additions to non-real estate assets
|
|
(1,155
|
)
|
|
(1,330
|
)
|
|
(8,909
|
)
|
|||
Additions to deferred lease costs
|
|
(5,142
|
)
|
|
(6,703
|
)
|
|
(6,584
|
)
|
|||
Other investing activities
|
|
9,462
|
|
|
8,947
|
|
|
5,774
|
|
|||
Net cash provided by (used in) investing activities
|
|
99,289
|
|
|
(40,023
|
)
|
|
(117,545
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Cash dividends paid
|
|
(132,664
|
)
|
|
(131,244
|
)
|
|
(130,166
|
)
|
|||
Distributions to noncontrolling interests in Operating Partnership
|
|
(7,018
|
)
|
|
(6,955
|
)
|
|
(6,800
|
)
|
|||
Proceeds from revolving credit facility
|
|
282,870
|
|
|
491,900
|
|
|
719,521
|
|
|||
Repayments of revolving credit facility
|
|
(427,970
|
)
|
|
(554,900
|
)
|
|
(572,421
|
)
|
|||
Proceeds from notes, mortgages and loans
|
|
—
|
|
|
25,000
|
|
|
299,460
|
|
|||
Repayments of notes, mortgages and loans
|
|
(3,369
|
)
|
|
(11,783
|
)
|
|
(373,258
|
)
|
|||
Payment of make-whole premium related to early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(34,143
|
)
|
|||
Repurchase of common shares, including transaction costs
|
|
(20,000
|
)
|
|
(19,998
|
)
|
|
(49,361
|
)
|
|||
Employee income taxes paid related to shares withheld upon vesting of equity awards
|
|
(2,524
|
)
|
|
(2,068
|
)
|
|
(2,436
|
)
|
|||
Additions to deferred financing costs
|
|
(115
|
)
|
|
(4,428
|
)
|
|
(2,850
|
)
|
|||
Proceeds from exercise of options
|
|
—
|
|
|
—
|
|
|
54
|
|
|||
Proceeds from other financing activities
|
|
47
|
|
|
626
|
|
|
12,054
|
|
|||
Payment for other financing activities
|
|
(1,390
|
)
|
|
(1,353
|
)
|
|
(1,333
|
)
|
|||
Net cash used in financing activities
|
|
(312,133
|
)
|
|
(215,203
|
)
|
|
(141,679
|
)
|
|||
Effect of foreign currency rate changes on cash and cash equivalents
|
|
(19
|
)
|
|
(110
|
)
|
|
(56
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
7,589
|
|
|
2,982
|
|
|
(6,121
|
)
|
|||
Cash and cash equivalents, beginning of year
|
|
9,083
|
|
|
6,101
|
|
|
12,222
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
16,672
|
|
|
$
|
9,083
|
|
|
$
|
6,101
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
|
|
|
||
Rental property:
|
|
|
|
|
||||
Land
|
|
$
|
266,537
|
|
|
$
|
278,428
|
|
Buildings, improvements and fixtures
|
|
2,630,357
|
|
|
2,764,649
|
|
||
Construction in progress
|
|
—
|
|
|
3,102
|
|
||
|
|
2,896,894
|
|
|
3,046,179
|
|
||
Accumulated depreciation
|
|
(1,009,951
|
)
|
|
(981,305
|
)
|
||
Total rental property, net
|
|
1,886,943
|
|
|
2,064,874
|
|
||
Cash and cash equivalents
|
|
16,519
|
|
|
8,991
|
|
||
Investments in unconsolidated joint ventures
|
|
94,691
|
|
|
95,969
|
|
||
Deferred lease costs and other intangibles, net
|
|
96,712
|
|
|
116,874
|
|
||
Operating lease right-of-use assets
|
|
86,575
|
|
|
—
|
|
||
Prepaids and other assets
|
|
103,374
|
|
|
97,832
|
|
||
Total assets
|
|
$
|
2,284,814
|
|
|
$
|
2,384,540
|
|
Liabilities and Equity
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Debt:
|
|
|
|
|
||||
Senior, unsecured notes, net
|
|
$
|
1,138,603
|
|
|
$
|
1,136,663
|
|
Unsecured term loans, net
|
|
347,367
|
|
|
346,799
|
|
||
Mortgages payable, net
|
|
83,803
|
|
|
87,471
|
|
||
Unsecured lines of credit, net
|
|
—
|
|
|
141,985
|
|
||
Total debt
|
|
1,569,773
|
|
|
1,712,918
|
|
||
Accounts payable and accrued expenses
|
|
79,165
|
|
|
82,314
|
|
||
Operating lease liabilities
|
|
91,237
|
|
|
—
|
|
||
Other liabilities
|
|
88,530
|
|
|
83,773
|
|
||
Total liabilities
|
|
1,828,705
|
|
|
1,879,005
|
|
||
Commitments and contingencies (Note 22)
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
Partners' Equity:
|
|
|
|
|
||||
General partner, 1,000,000 units outstanding at December 31, 2019 and 2018
|
|
4,435
|
|
|
4,914
|
|
||
Limited partners, 4,911,173 and 4,960,684 Class A units and 91,892,260 and 92,941,783 Class B units outstanding at December 31, 2019 and 2018, respectively
|
|
478,562
|
|
|
529,252
|
|
||
Accumulated other comprehensive loss
|
|
(26,888
|
)
|
|
(28,631
|
)
|
||
Total partners' equity
|
|
456,109
|
|
|
505,535
|
|
||
Noncontrolling interests in consolidated partnerships
|
|
—
|
|
|
—
|
|
||
Total equity
|
|
456,109
|
|
|
505,535
|
|
||
Total liabilities and equity
|
|
$
|
2,284,814
|
|
|
$
|
2,384,540
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Rental revenues
|
|
$
|
463,946
|
|
|
$
|
480,707
|
|
|
$
|
475,283
|
|
Management, leasing and other services
|
|
5,419
|
|
|
4,995
|
|
|
3,664
|
|
|||
Other revenues
|
|
8,983
|
|
|
8,979
|
|
|
9,287
|
|
|||
Total revenues
|
|
478,348
|
|
|
494,681
|
|
|
488,234
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Property operating
|
|
157,734
|
|
|
160,457
|
|
|
155,235
|
|
|||
General and administrative
|
|
53,790
|
|
|
44,167
|
|
|
44,004
|
|
|||
Abandoned pre-development costs
|
|
—
|
|
|
—
|
|
|
528
|
|
|||
Impairment charges
|
|
37,610
|
|
|
49,739
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
123,314
|
|
|
131,722
|
|
|
127,744
|
|
|||
Total expenses
|
|
372,448
|
|
|
386,085
|
|
|
327,511
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(61,672
|
)
|
|
(64,821
|
)
|
|
(64,825
|
)
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(35,626
|
)
|
|||
Gain on sale of assets
|
|
43,422
|
|
|
—
|
|
|
6,943
|
|
|||
Other non-operating income (expense)
|
|
(2,761
|
)
|
|
864
|
|
|
2,724
|
|
|||
Total other income (expense)
|
|
(21,011
|
)
|
|
(63,957
|
)
|
|
(90,784
|
)
|
|||
Income before equity in earnings of unconsolidated joint ventures
|
|
84,889
|
|
|
44,639
|
|
|
69,939
|
|
|||
Equity in earnings of unconsolidated joint ventures
|
|
7,839
|
|
|
924
|
|
|
1,937
|
|
|||
Net income
|
|
92,728
|
|
|
45,563
|
|
|
71,876
|
|
|||
Noncontrolling interests in consolidated partnerships
|
|
(195
|
)
|
|
421
|
|
|
(265
|
)
|
|||
Net income available to partners
|
|
92,533
|
|
|
45,984
|
|
|
71,611
|
|
|||
Net income available to limited partners
|
|
91,597
|
|
|
45,522
|
|
|
70,900
|
|
|||
Net income available to general partner
|
|
$
|
936
|
|
|
$
|
462
|
|
|
$
|
711
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per common unit:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
0.93
|
|
|
$
|
0.45
|
|
|
$
|
0.71
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common unit:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
0.93
|
|
|
$
|
0.45
|
|
|
$
|
0.71
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
|
$
|
92,728
|
|
|
$
|
45,563
|
|
|
$
|
71,876
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
7,917
|
|
|
(8,691
|
)
|
|
8,138
|
|
|||
Change in fair value of cash flow hedges
|
|
(6,174
|
)
|
|
405
|
|
|
1,351
|
|
|||
Other comprehensive income (loss)
|
|
1,743
|
|
|
(8,286
|
)
|
|
9,489
|
|
|||
Comprehensive income
|
|
94,471
|
|
|
37,277
|
|
|
81,365
|
|
|||
Comprehensive (income) loss attributable to noncontrolling interests in consolidated partnerships
|
|
(195
|
)
|
|
421
|
|
|
(265
|
)
|
|||
Comprehensive income attributable to the Operating Partnership
|
|
$
|
94,276
|
|
|
$
|
37,698
|
|
|
$
|
81,100
|
|
|
|
General partner
|
Limited partners
|
Accumulated other comprehensive income (loss)
|
Total partners' equity
|
Noncontrolling interests in consolidated partnerships
|
Total equity
|
||||||||||||
Balance, December 31, 2016
|
|
$
|
6,485
|
|
$
|
728,631
|
|
$
|
(29,834
|
)
|
$
|
705,282
|
|
$
|
159
|
|
$
|
705,441
|
|
Net income
|
|
711
|
|
70,900
|
|
—
|
|
71,611
|
|
265
|
|
71,876
|
|
||||||
Other comprehensive income
|
|
—
|
|
—
|
|
9,489
|
|
9,489
|
|
—
|
|
9,489
|
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
14,629
|
|
—
|
|
14,629
|
|
—
|
|
14,629
|
|
||||||
Issuance of 1,800 common units upon exercise of options
|
|
—
|
|
54
|
|
—
|
|
54
|
|
—
|
|
54
|
|
||||||
Grant of 411,968 restricted common share awards by the Company, net of forfeitures
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Repurchase of 1,911,585 units, including transaction costs
|
|
—
|
|
(49,361
|
)
|
—
|
|
(49,361
|
)
|
—
|
|
(49,361
|
)
|
||||||
Withholding of 69,886 common units for employee income taxes
|
|
—
|
|
(2,436
|
)
|
—
|
|
(2,436
|
)
|
—
|
|
(2,436
|
)
|
||||||
Contributions from noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13
|
|
13
|
|
||||||
Acquisition of noncontrolling interest in other consolidated partnership
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(159
|
)
|
(159
|
)
|
||||||
Common distributions ($1.3525 per common unit)
|
|
(1,352
|
)
|
(135,614
|
)
|
—
|
|
(136,966
|
)
|
—
|
|
(136,966
|
)
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(278
|
)
|
(278
|
)
|
||||||
Balance, December 31, 2017
|
|
$
|
5,844
|
|
$
|
626,803
|
|
$
|
(20,345
|
)
|
$
|
612,302
|
|
$
|
—
|
|
$
|
612,302
|
|
Net income
|
|
462
|
|
45,522
|
|
—
|
|
45,984
|
|
(421
|
)
|
45,563
|
|
||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
(8,286
|
)
|
(8,286
|
)
|
—
|
|
(8,286
|
)
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
15,800
|
|
—
|
|
15,800
|
|
—
|
|
15,800
|
|
||||||
Grant of 355,184 restricted common share awards by the Company
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
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
|
|
—
|
|
—
|
|
—
|
|
—
|
|
626
|
|
626
|
|
||||||
Common distributions ($1.3925 per common unit)
|
|
(1,392
|
)
|
(136,807
|
)
|
—
|
|
(138,199
|
)
|
—
|
|
(138,199
|
)
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(205
|
)
|
(205
|
)
|
||||||
Balance, December 31, 2018
|
|
$
|
4,914
|
|
$
|
529,252
|
|
$
|
(28,631
|
)
|
$
|
505,535
|
|
$
|
—
|
|
$
|
505,535
|
|
Net income
|
|
936
|
|
91,597
|
|
—
|
|
92,533
|
|
195
|
|
92,728
|
|
||||||
Other comprehensive income
|
|
—
|
|
—
|
|
1,743
|
|
1,743
|
|
—
|
|
1,743
|
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
18,504
|
|
—
|
|
18,504
|
|
—
|
|
18,504
|
|
||||||
Grant of 242,167 restricted common share awards by the Company
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Repurchase of 1,209,328 units, including transaction costs
|
|
—
|
|
(20,000
|
)
|
—
|
|
(20,000
|
)
|
—
|
|
(20,000
|
)
|
||||||
Withholding of 131,873 common units for employee income taxes
|
|
—
|
|
(2,524
|
)
|
—
|
|
(2,524
|
)
|
—
|
|
(2,524
|
)
|
||||||
Contributions from noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
47
|
|
47
|
|
||||||
Common distributions ($1.415 per common unit)
|
|
(1,415
|
)
|
(138,267
|
)
|
—
|
|
(139,682
|
)
|
—
|
|
(139,682
|
)
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(242
|
)
|
(242
|
)
|
||||||
Balance, December 31, 2019
|
|
$
|
4,435
|
|
$
|
478,562
|
|
$
|
(26,888
|
)
|
$
|
456,109
|
|
$
|
—
|
|
$
|
456,109
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
92,728
|
|
|
$
|
45,563
|
|
|
$
|
71,876
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
123,314
|
|
|
131,722
|
|
|
127,744
|
|
|||
Impairment charge
|
|
37,610
|
|
|
49,739
|
|
|
—
|
|
|||
Amortization of deferred financing costs
|
|
3,004
|
|
|
3,058
|
|
|
3,263
|
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
35,626
|
|
|||
Gain on sale of assets
|
|
(43,422
|
)
|
|
—
|
|
|
(6,943
|
)
|
|||
Equity in earnings of unconsolidated joint ventures
|
|
(7,839
|
)
|
|
(924
|
)
|
|
(1,937
|
)
|
|||
Equity-based compensation expense
|
|
18,120
|
|
|
14,669
|
|
|
13,585
|
|
|||
Amortization of debt (premiums) and discounts, net
|
|
448
|
|
|
416
|
|
|
462
|
|
|||
Amortization (accretion) of market rent rate adjustments, net
|
|
1,432
|
|
|
2,577
|
|
|
2,829
|
|
|||
Straight-line rent adjustments
|
|
(7,721
|
)
|
|
(5,844
|
)
|
|
(5,632
|
)
|
|||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
7,587
|
|
|
7,941
|
|
|
10,697
|
|
|||
Other non-cash
|
|
3,638
|
|
|
—
|
|
|
—
|
|
|||
Changes in other assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Other assets
|
|
(4,185
|
)
|
|
1,729
|
|
|
481
|
|
|||
Accounts payable and accrued expenses
|
|
(4,323
|
)
|
|
7,631
|
|
|
1,080
|
|
|||
Net cash provided by operating activities
|
|
220,391
|
|
|
258,277
|
|
|
253,131
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|
|||
Additions to rental property
|
|
(47,884
|
)
|
|
(64,253
|
)
|
|
(166,231
|
)
|
|||
Additions to investments in unconsolidated joint ventures
|
|
(2,316
|
)
|
|
(1,916
|
)
|
|
(5,892
|
)
|
|||
Net proceeds on sale of assets
|
|
128,505
|
|
|
—
|
|
|
39,213
|
|
|||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
17,819
|
|
|
25,232
|
|
|
25,084
|
|
|||
Additions to non-real estate assets
|
|
(1,155
|
)
|
|
(1,330
|
)
|
|
(8,909
|
)
|
|||
Additions to deferred lease costs
|
|
(5,142
|
)
|
|
(6,703
|
)
|
|
(6,584
|
)
|
|||
Other investing activities
|
|
9,462
|
|
|
8,947
|
|
|
5,774
|
|
|||
Net cash provided by (used in) investing activities
|
|
99,289
|
|
|
(40,023
|
)
|
|
(117,545
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Cash distributions paid
|
|
(139,682
|
)
|
|
(138,199
|
)
|
|
(136,966
|
)
|
|||
Proceeds from revolving credit facility
|
|
282,870
|
|
|
491,900
|
|
|
719,521
|
|
|||
Repayments of revolving credit facility
|
|
(427,970
|
)
|
|
(554,900
|
)
|
|
(572,421
|
)
|
|||
Proceeds from notes, mortgages and loans
|
|
—
|
|
|
25,000
|
|
|
299,460
|
|
|||
Repayments of notes, mortgages and loans
|
|
(3,369
|
)
|
|
(11,783
|
)
|
|
(373,258
|
)
|
|||
Payment of make-whole premium related to early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(34,143
|
)
|
|||
Repurchase of common shares, including transaction costs
|
|
(20,000
|
)
|
|
(19,998
|
)
|
|
(49,361
|
)
|
|||
Employee income taxes paid related to shares withheld upon vesting of equity awards
|
|
(2,524
|
)
|
|
(2,068
|
)
|
|
(2,436
|
)
|
|||
Additions to deferred financing costs
|
|
(115
|
)
|
|
(4,428
|
)
|
|
(2,850
|
)
|
|||
Proceeds from exercise of options
|
|
—
|
|
|
—
|
|
|
54
|
|
|||
Proceeds from other financing activities
|
|
47
|
|
|
626
|
|
|
12,054
|
|
|||
Payment for other financing activities
|
|
(1,390
|
)
|
|
(1,353
|
)
|
|
(1,333
|
)
|
|||
Net cash used in financing activities
|
|
(312,133
|
)
|
|
(215,203
|
)
|
|
(141,679
|
)
|
|||
Effect of foreign currency rate changes on cash and cash equivalents
|
|
(19
|
)
|
|
(110
|
)
|
|
(56
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
7,528
|
|
|
2,941
|
|
|
(6,149
|
)
|
|||
Cash and cash equivalents, beginning of year
|
|
8,991
|
|
|
6,050
|
|
|
12,199
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
16,519
|
|
|
$
|
8,991
|
|
|
$
|
6,050
|
|
1.
|
Organization of the Company
|
2.
|
Summary of Significant Accounting Policies
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Payroll and related costs capitalized
|
|
$
|
1,581
|
|
|
$
|
1,521
|
|
|
$
|
2,345
|
|
Interest costs capitalized
|
|
$
|
25
|
|
|
$
|
93
|
|
|
$
|
2,289
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation expense related to rental property
|
|
$
|
107,129
|
|
|
$
|
114,198
|
|
|
$
|
107,845
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Deferred lease costs capitalized- payroll and related costs
|
|
$
|
679
|
|
|
$
|
6,007
|
|
|
$
|
6,098
|
|
Total deferred lease costs capitalized
|
|
$
|
5,142
|
|
|
$
|
6,703
|
|
|
$
|
6,584
|
|
Common dividends per share:
|
|
2019
|
|
2018
|
|
2017
|
||||||
Ordinary income
|
|
$
|
1.3261
|
|
|
$
|
1.3919
|
|
|
$
|
1.1660
|
|
Capital gain
|
|
—
|
|
|
0.0006
|
|
|
—
|
|
|||
Return of capital
|
|
0.0889
|
|
|
—
|
|
|
0.1865
|
|
|||
|
|
$
|
1.4150
|
|
|
$
|
1.3925
|
|
|
$
|
1.3525
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income available to the Company's shareholders
|
|
$
|
87,855
|
|
|
$
|
43,655
|
|
|
$
|
68,002
|
|
Book/tax difference on:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
51,602
|
|
|
58,208
|
|
|
10,685
|
|
|||
Sale of assets and interests in unconsolidated entities
|
|
(41,138
|
)
|
|
(3,243
|
)
|
|
(8,718
|
)
|
|||
Equity in earnings from unconsolidated joint ventures
|
|
1,447
|
|
|
18,444
|
|
|
15,662
|
|
|||
Share-based payment compensation
|
|
8,246
|
|
|
6,269
|
|
|
221
|
|
|||
Other differences
|
|
8,948
|
|
|
(630
|
)
|
|
(1,089
|
)
|
|||
Taxable income available to common shareholders
|
|
$
|
116,960
|
|
|
$
|
122,703
|
|
|
$
|
84,763
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Costs relating to construction included in accounts payable and accrued expenses
|
|
$
|
17,619
|
|
|
$
|
15,772
|
|
|
$
|
32,060
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest paid, net of interest capitalized
|
|
$
|
57,237
|
|
|
$
|
60,529
|
|
|
$
|
56,730
|
|
|
|
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
|
|
Properties
|
|
Locations
|
|
Date Sold
|
|
Square Feet
|
|
Net Sales Proceeds
|
|
Gain on Sale
|
|||||
2019 Dispositions:(1)
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
|
Land outparcels
|
|
Savannah, GA and Seymour, IN
|
|
July 2019
|
|
—
|
|
|
$
|
257
|
|
|
$
|
—
|
|
|
|
|
|
|
|
878
|
|
|
$
|
128,505
|
|
|
$
|
43,422
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2017 Dispositions:(1)
|
|
|
|
|
|
|
|
|
|
|
|||||
Westbrook
|
|
Westbrook, CT
|
|
May 2017
|
|
290
|
|
|
$
|
39,213
|
|
|
$
|
6,943
|
|
(1)
|
The rental properties sold did not meet the criteria to be reported as discontinued operations.
|
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 $1.1 million and $1.4 million as of December 31, 2019 and 2018, respectively.
|
(2)
|
We separately report investments in joint ventures for which accumulated distributions have exceeded investments in and our share of net income or loss of the joint ventures within other liabilities in the consolidated balance sheets because we are committed and intend to provide further financial support to these joint ventures. The negative carrying value is due to the distributions of proceeds from mortgage loans and quarterly distributions of excess cash flow exceeding the original contributions from the partners and equity in earnings of the joint ventures.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Fees:
|
|
|
|
|
|
|
||||||
Management and marketing
|
|
$
|
2,308
|
|
|
$
|
2,334
|
|
|
$
|
2,310
|
|
Leasing and other fees
|
|
126
|
|
|
162
|
|
|
142
|
|
|||
Expense reimbursements from unconsolidated joint ventures
|
|
2,985
|
|
|
2,499
|
|
|
1,212
|
|
|||
Total Fees
|
|
$
|
5,419
|
|
|
$
|
4,995
|
|
|
$
|
3,664
|
|
|
|
|
|
Impairment Charge(1)
|
||||||
|
|
Outlet Center
|
|
Total
|
|
Our Share
|
||||
2018
|
|
Bromont and Saint Sauveur
|
|
$
|
14,359
|
|
|
$
|
7,180
|
|
2017
|
|
Bromont and Saint Sauveur
|
|
$
|
18,042
|
|
|
$
|
9,021
|
|
(1)
|
The fair value was determined using an income approach considering the prevailing market income capitalization rates for similar assets.
|
Condensed Combined Balance Sheets - Unconsolidated Joint Ventures
|
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
|
||||
Land
|
|
$
|
90,859
|
|
|
$
|
91,443
|
|
Buildings, improvements and fixtures
|
|
477,061
|
|
|
469,834
|
|
||
Construction in progress
|
|
4,779
|
|
|
2,841
|
|
||
|
|
572,699
|
|
|
564,118
|
|
||
Accumulated depreciation
|
|
(132,860
|
)
|
|
(113,713
|
)
|
||
Total rental property, net
|
|
439,839
|
|
|
450,405
|
|
||
Cash and cash equivalents
|
|
19,750
|
|
|
16,216
|
|
||
Deferred lease costs, net
|
|
6,772
|
|
|
8,437
|
|
||
Prepaids and other assets
|
|
17,789
|
|
|
25,648
|
|
||
Total assets
|
|
$
|
484,150
|
|
|
$
|
500,706
|
|
Liabilities and Owners' Equity
|
|
|
|
|
||||
Mortgages payable, net
|
|
$
|
368,032
|
|
|
$
|
367,865
|
|
Accounts payable and other liabilities
|
|
17,173
|
|
|
13,414
|
|
||
Total liabilities
|
|
385,205
|
|
|
381,279
|
|
||
Owners' equity
|
|
98,945
|
|
|
119,427
|
|
||
Total liabilities and owners' equity
|
|
$
|
484,150
|
|
|
$
|
500,706
|
|
Condensed Combined Statements of Operations- Unconsolidated Joint Ventures:
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
|
$
|
93,508
|
|
|
$
|
94,509
|
|
|
$
|
96,776
|
|
Expenses:
|
|
|
|
|
|
|
||||||
Property operating
|
|
36,812
|
|
|
37,121
|
|
|
36,507
|
|
|||
General and administrative
|
|
271
|
|
|
266
|
|
|
350
|
|
|||
Impairment charges
|
|
—
|
|
|
14,359
|
|
|
18,042
|
|
|||
Depreciation and amortization
|
|
24,454
|
|
|
26,262
|
|
|
28,162
|
|
|||
Total expenses
|
|
61,537
|
|
|
78,008
|
|
|
83,061
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(16,234
|
)
|
|
(14,518
|
)
|
|
(10,365
|
)
|
|||
Other non-operating income
|
|
507
|
|
|
234
|
|
|
71
|
|
|||
Total other income (expense)
|
|
$
|
(15,727
|
)
|
|
$
|
(14,284
|
)
|
|
$
|
(10,294
|
)
|
Net income
|
|
$
|
16,244
|
|
|
$
|
2,217
|
|
|
$
|
3,421
|
|
The Company and Operating Partnership's share of:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
7,839
|
|
|
$
|
924
|
|
|
$
|
1,937
|
|
Depreciation, amortization and asset impairments (real estate related)
|
|
$
|
12,512
|
|
|
$
|
20,494
|
|
|
$
|
22,878
|
|
|
|
2019
|
|
2018
|
||||
Deferred lease costs
|
|
$
|
85,444
|
|
|
$
|
87,590
|
|
Intangible assets:
|
|
|
|
|
||||
Above market leases
|
|
46,252
|
|
|
49,869
|
|
||
Lease in place value
|
|
58,195
|
|
|
64,152
|
|
||
Tenant relationships
|
|
37,221
|
|
|
40,690
|
|
||
Other intangibles
|
|
41,531
|
|
|
48,639
|
|
||
|
|
268,643
|
|
|
290,940
|
|
||
Accumulated amortization
|
|
(171,931
|
)
|
|
(174,066
|
)
|
||
Deferred lease costs and other intangibles, net
|
|
$
|
96,712
|
|
|
$
|
116,874
|
|
Year
|
|
Above/(Below) Market Leases, Net (1)
|
|
Deferred Lease Costs and Other Intangibles (2)
|
||||
2020
|
|
$
|
410
|
|
|
$
|
5,172
|
|
2021
|
|
299
|
|
|
4,611
|
|
||
2022
|
|
285
|
|
|
4,319
|
|
||
2023
|
|
368
|
|
|
3,668
|
|
||
2024
|
|
298
|
|
|
3,407
|
|
||
Total
|
|
$
|
1,660
|
|
|
$
|
21,177
|
|
(1)
|
These net amounts are recorded as a reduction of base rentals.
|
(2)
|
These amounts are recorded as an increase in depreciation and amortization.
|
|
|
2019
|
|
2018
|
||||
Unsecured lines of credit
|
|
$
|
—
|
|
|
$
|
145,100
|
|
Unsecured term loan
|
|
$
|
350,000
|
|
|
$
|
350,000
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
2019
|
|
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
|
|
|
247,308
|
|
|
250,000
|
|
|
246,664
|
|
||||
Senior notes
|
|
3.750
|
%
|
|
|
December 2024
|
|
250,000
|
|
|
248,127
|
|
|
250,000
|
|
|
247,765
|
|
||||
Senior notes
|
|
3.125
|
%
|
|
|
September 2026
|
|
350,000
|
|
|
346,215
|
|
|
350,000
|
|
|
345,669
|
|
||||
Senior notes
|
|
3.875
|
%
|
|
|
July 2027
|
|
300,000
|
|
|
296,953
|
|
|
300,000
|
|
|
296,565
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Mortgages payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Atlantic City (2) (3)
|
|
5.14
|
%
|
-
|
7.65%
|
November 2021- December 2026
|
|
30,909
|
|
|
32,531
|
|
|
34,279
|
|
|
36,298
|
|
||||
Southaven
|
|
LIBOR
|
|
+
|
1.80%
|
April 2021
|
|
51,400
|
|
|
51,272
|
|
|
51,400
|
|
|
51,173
|
|
||||
Unsecured term loan
|
|
LIBOR
|
|
+
|
0.90%
|
April 2024
|
|
350,000
|
|
|
347,367
|
|
|
350,000
|
|
|
346,799
|
|
||||
Unsecured lines of credit
|
|
LIBOR
|
|
+
|
0.875%
|
October 2021
|
|
—
|
|
|
—
|
|
|
145,100
|
|
|
141,985
|
|
||||
|
|
|
|
|
|
|
$
|
1,582,309
|
|
|
$
|
1,569,773
|
|
|
$
|
1,730,779
|
|
|
$
|
1,712,918
|
|
(1)
|
Includes premiums and net of debt discount and unamortized debt origination costs. Excludes $2.0 million of unamortized debt origination costs related to unsecured lines of credit as of December 31, 2019 recorded in prepaids and other assets in the Consolidated Balance Sheet. Unamortized debt origination costs were $11.2 million and $14.1 million as of December 31, 2019 and 2018, respectively. Amortization of deferred debt origination costs included in interest expense for the years ended December 31, 2019, 2018 and 2017 was $3.0 million, $3.1 million and $3.3 million, respectively.
|
(2)
|
The effective interest rate assigned during the purchase price allocation to this assumed mortgage during the acquisition in 2011 was 5.05%.
|
(3)
|
Principal and interest due monthly with remaining principal due at maturity.
|
Calendar Year
|
|
Amount
|
|
|
2020
|
|
$
|
3,566
|
|
2021
|
|
57,193
|
|
|
2022
|
|
4,436
|
|
|
2023
|
|
254,768
|
|
|
2024
|
|
605,140
|
|
|
Thereafter
|
|
657,206
|
|
|
Subtotal
|
|
1,582,309
|
|
|
Net discount and debt origination costs
|
|
(12,536
|
)
|
|
Total
|
|
$
|
1,569,773
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|||||||||
Effective Date
|
|
Maturity Date
|
|
Notional Amount
|
|
Bank Pay Rate
|
|
Company Average Fixed Pay Rate
|
|
2019
|
|
2018
|
||||||||
Assets (Liabilities)(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
April 13, 2016
|
|
January 1, 2021
|
|
$
|
175,000
|
|
|
1
|
month LIBOR
|
|
1.03
|
%
|
|
$
|
1,018
|
|
|
$
|
4,948
|
|
March 1, 2018
|
|
January 31, 2021
|
|
40,000
|
|
|
1
|
month LIBOR
|
|
2.47
|
%
|
|
(376
|
)
|
|
(6
|
)
|
|||
August 14, 2018
|
|
January 1, 2021
|
|
150,000
|
|
|
1
|
month LIBOR
|
|
2.20
|
%
|
|
(896
|
)
|
|
807
|
|
|||
July 1, 2019
|
|
February 1, 2024
|
|
25,000
|
|
|
1
|
month LIBOR
|
|
1.75
|
%
|
|
(170
|
)
|
|
—
|
|
|||
Total
|
|
|
|
$
|
390,000
|
|
|
|
|
|
|
|
$
|
(424
|
)
|
|
$
|
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.
|
|
|
|
||||||||||
|
|
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest Rate Swaps (Effective Portion):
|
|
|
|
|
|
|
||||||
Amount of gain (loss) recognized in OCI
|
|
$
|
(6,174
|
)
|
|
$
|
405
|
|
|
$
|
1,351
|
|
Tier
|
|
Description
|
Level 1
|
|
Observable inputs such as quoted prices in active markets
|
Level 2
|
|
Inputs other than quoted prices in active markets that are either directly or indirectly observable
|
Level 3
|
|
Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
|
Quoted Prices in Active Markets for Identical Assets or Liabilities
|
|
Significant Observable Inputs
|
|
Significant Unobservable Inputs
|
||||||||
|
|
Total
|
|
|
|
|||||||||||
Fair value as of December 31, 2019:
|
|
|
|
|
|
|
|
|
||||||||
Asset:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps (prepaids and other assets)
|
|
$
|
1,018
|
|
|
$
|
—
|
|
|
$
|
1,018
|
|
|
$
|
—
|
|
Total assets
|
|
$
|
1,018
|
|
|
$
|
—
|
|
|
$
|
1,018
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps (other liabilities)
|
|
$
|
1,442
|
|
|
$
|
—
|
|
|
$
|
1,442
|
|
|
$
|
—
|
|
Total liabilities
|
|
$
|
1,442
|
|
|
$
|
—
|
|
|
$
|
1,442
|
|
|
$
|
—
|
|
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
|
$
|
—
|
|
|
|
|
|
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, 2019:
|
|
|
|
|
|
|
|
|
||||||||
Asset:
|
|
|
|
|
|
|
|
|
||||||||
Long-lived assets
|
|
$
|
10,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,000
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value as of September 30, 2018:
|
|
|
|
|
|
|
|
|
||||||||
Asset:
|
|
|
|
|
|
|
|
|
||||||||
Long-lived assets
|
|
$
|
50,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,000
|
|
|
|
December 31, 2019
|
|
September 30, 2018
|
||
Terminal capitalization rate
|
|
12
|
%
|
|
10
|
%
|
Discount rate
|
|
13
|
%
|
|
10
|
%
|
|
|
2019
|
|
2018
|
||||
Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
Level 2 Significant Observable Inputs
|
|
1,169,481
|
|
|
1,085,138
|
|
||
Level 3 Significant Unobservable Inputs
|
|
434,333
|
|
|
583,337
|
|
||
Total fair value of debt
|
|
$
|
1,603,814
|
|
|
$
|
1,668,475
|
|
|
|
|
|
|
||||
Recorded value of debt
|
|
$
|
1,569,773
|
|
|
$
|
1,712,918
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Exchange of Class A limited partnership units
|
|
49,511
|
|
|
34,749
|
|
|
32,348
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Total number of shares purchased
|
|
1,209,328
|
|
|
919,249
|
|
|
1,911,585
|
|
|||
Average price paid per share
|
|
$
|
16.52
|
|
|
$
|
21.74
|
|
|
$
|
25.80
|
|
Total price paid exclusive of commissions and related fees (in thousands)
|
|
$
|
19,976
|
|
|
$
|
19,980
|
|
|
$
|
49,324
|
|
|
|
|
|
Limited Partnership Units
|
||||||||
|
|
General partnership units
|
|
Class A
|
|
Class B
|
|
Total
|
||||
Balance December 31, 2016
|
|
1,000,000
|
|
|
5,027,781
|
|
|
95,095,891
|
|
|
100,123,672
|
|
Units withheld for employee income taxes
|
|
—
|
|
|
—
|
|
|
(69,886
|
)
|
|
(69,886
|
)
|
Exchange of Class A limited partnership units
|
|
—
|
|
|
(32,348
|
)
|
|
32,348
|
|
|
—
|
|
Grant of restricted common share awards by the Company, net of forfeitures
|
|
—
|
|
|
—
|
|
|
411,968
|
|
|
411,968
|
|
Repurchase of units
|
|
—
|
|
|
—
|
|
|
(1,911,585
|
)
|
|
(1,911,585
|
)
|
Units issued upon exercise of options
|
|
—
|
|
|
—
|
|
|
1,800
|
|
|
1,800
|
|
Balance December 31, 2017
|
|
1,000,000
|
|
|
4,995,433
|
|
|
93,560,536
|
|
|
98,555,969
|
|
Units withheld for employee income taxes
|
|
—
|
|
|
—
|
|
|
(89,437
|
)
|
|
(89,437
|
)
|
Exchange of Class A limited partnership units
|
|
—
|
|
|
(34,749
|
)
|
|
34,749
|
|
|
—
|
|
Grant of restricted common share awards by the Company
|
|
—
|
|
|
—
|
|
|
355,184
|
|
|
355,184
|
|
Repurchase of units
|
|
—
|
|
|
—
|
|
|
(919,249
|
)
|
|
(919,249
|
)
|
Balance December 31, 2018
|
|
1,000,000
|
|
|
4,960,684
|
|
|
92,941,783
|
|
|
97,902,467
|
|
Units withheld for employee income taxes
|
|
—
|
|
|
—
|
|
|
(131,873
|
)
|
|
(131,873
|
)
|
Exchange of Class A limited partnership units
|
|
—
|
|
|
(49,511
|
)
|
|
49,511
|
|
|
—
|
|
Grant of restricted common share awards by the Company
|
|
—
|
|
|
—
|
|
|
242,167
|
|
|
242,167
|
|
Repurchase of units
|
|
—
|
|
|
—
|
|
|
(1,209,328
|
)
|
|
(1,209,328
|
)
|
Balance December 31, 2019
|
|
1,000,000
|
|
|
4,911,173
|
|
|
91,892,260
|
|
|
96,803,433
|
|
|
|
2019
|
|
2018
|
||||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
87,855
|
|
|
$
|
43,655
|
|
Increase in Tanger Factory Outlet Centers, Inc. paid-in-capital adjustments to noncontrolling interests
|
|
200
|
|
|
322
|
|
||
Changes from net income attributable to Tanger Factory Outlet Centers, Inc. and transfers from noncontrolling interest
|
|
$
|
88,055
|
|
|
$
|
43,977
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
87,855
|
|
|
$
|
43,655
|
|
|
$
|
68,002
|
|
Less allocation of earnings to participating securities
|
|
(1,336
|
)
|
|
(1,211
|
)
|
|
(1,209
|
)
|
|||
Net income available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
$
|
86,519
|
|
|
$
|
42,444
|
|
|
$
|
66,793
|
|
Denominator
|
|
|
|
|
|
|
||||||
Basic weighted average common shares
|
|
92,808
|
|
|
93,309
|
|
|
94,506
|
|
|||
Effect of outstanding options and certain restricted common shares
|
|
—
|
|
|
1
|
|
|
16
|
|
|||
Diluted weighted average common shares
|
|
92,808
|
|
|
93,310
|
|
|
94,522
|
|
|||
Basic earnings per common share:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
0.93
|
|
|
$
|
0.45
|
|
|
$
|
0.71
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
0.93
|
|
|
$
|
0.45
|
|
|
$
|
0.71
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Net income attributable to partners of the Operating Partnership
|
|
$
|
92,533
|
|
|
$
|
45,984
|
|
|
$
|
71,611
|
|
Allocation of earnings to participating securities
|
|
(1,336
|
)
|
|
(1,211
|
)
|
|
(1,209
|
)
|
|||
Net income available to common unitholders of the Operating Partnership
|
|
$
|
91,197
|
|
|
$
|
44,773
|
|
|
$
|
70,402
|
|
Denominator
|
|
|
|
|
|
|
||||||
Basic weighted average common units
|
|
97,766
|
|
|
98,302
|
|
|
99,533
|
|
|||
Effect of outstanding options and certain restricted common units
|
|
—
|
|
|
1
|
|
|
16
|
|
|||
Diluted weighted average common units
|
|
97,766
|
|
|
98,303
|
|
|
99,549
|
|
|||
Basic earnings per common unit:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
0.93
|
|
|
$
|
0.45
|
|
|
$
|
0.71
|
|
Diluted earnings per common unit:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
0.93
|
|
|
$
|
0.45
|
|
|
$
|
0.71
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Restricted common shares
|
|
$
|
12,036
|
|
|
$
|
9,870
|
|
|
$
|
9,395
|
|
Notional unit performance awards
|
|
5,918
|
|
|
4,356
|
|
|
3,913
|
|
|||
Options
|
|
166
|
|
|
443
|
|
|
277
|
|
|||
Total equity-based compensation
|
|
$
|
18,120
|
|
|
$
|
14,669
|
|
|
$
|
13,585
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Equity-based compensation expense capitalized
|
|
$
|
384
|
|
|
$
|
1,131
|
|
|
$
|
1,044
|
|
Unvested Restricted Common Shares and Restricted Share Units
|
|
Number of shares and units
|
|
Weighted average grant date fair value
|
|||
Outstanding at December 31, 2016
|
|
879,268
|
|
|
$
|
31.09
|
|
Granted
|
|
253,431
|
|
|
33.07
|
|
|
Vested
|
|
(368,043
|
)
|
|
29.87
|
|
|
Forfeited
|
|
(14,750
|
)
|
|
34.39
|
|
|
Outstanding at December 31, 2017
|
|
749,906
|
|
|
$
|
32.30
|
|
Granted (1)
|
|
407,156
|
|
|
21.13
|
|
|
Vested
|
|
(314,982
|
)
|
|
31.43
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Outstanding at December 31, 2018
|
|
842,080
|
|
|
$
|
27.56
|
|
Granted (2)
|
|
308,623
|
|
|
21.05
|
|
|
Vested
|
|
(469,178
|
)
|
|
27.73
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Outstanding at December 31, 2019
|
|
681,525
|
|
|
$
|
23.92
|
|
(1)
|
Includes 44,452 restricted share units.
|
(2)
|
Includes 51,217 restricted share units.
|
|
|
2019
OPP(1)
|
|
2018
OPP(1)
|
|
2017
OPP(2)
|
|
2016
OPP(2),(3)
|
|
2015
OPP(2),(4)
|
|||||||||||||||||||||||||
Performance targets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Absolute portion of award:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Percent of total award
|
|
33%
|
|
33%
|
|
50%
|
|
50%
|
|
60%
|
|||||||||||||||||||||||||
Absolute total shareholder return range
|
|
19
|
%
|
-
|
30%
|
|
19
|
%
|
-
|
30%
|
|
18
|
%
|
-
|
35%
|
|
18
|
%
|
-
|
35%
|
|
25
|
%
|
-
|
35%
|
||||||||||
Percentage of units to be earned
|
|
20
|
%
|
-
|
100%
|
|
20
|
%
|
-
|
100%
|
|
20
|
%
|
-
|
100%
|
|
20
|
%
|
-
|
100%
|
|
33
|
%
|
-
|
100%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Relative portion of award:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Percent of total award
|
|
67%
|
|
67%
|
|
50%
|
|
50%
|
|
40%
|
|||||||||||||||||||||||||
Percentile rank of peer group range
|
|
30
|
th
|
-
|
80th
|
|
30
|
th
|
-
|
80th
|
|
40
|
th
|
-
|
70th
|
|
40
|
th
|
-
|
70th
|
|
50
|
th
|
-
|
70th
|
||||||||||
Percentage of units to be earned
|
|
20
|
%
|
-
|
100%
|
|
20
|
%
|
-
|
100%
|
|
20
|
%
|
-
|
100%
|
|
20
|
%
|
-
|
100%
|
|
33
|
%
|
-
|
100%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Maximum number of restricted common shares that may be earned
|
|
531,827
|
|
|
409,972
|
|
|
296,400
|
|
|
321,900
|
|
|
306,600
|
|
||||||||||||||||||||
Grant date fair value per share
|
|
$
|
12.09
|
|
|
$
|
12.42
|
|
|
$
|
16.60
|
|
|
$
|
15.10
|
|
|
$
|
15.85
|
|
(1)
|
The number of restricted common shares received under the 2019 and 2018 OPP will be determined on a pro-rata basis by linear interpolation between total shareholder return thresholds, both for absolute total shareholder return and for relative total shareholder return amongst the Company's peer group. The peer group is based on companies included in the FTSE NAREIT Retail Index.
|
(2)
|
The performance shares for the 2017 OPP will convert on a pro-rata basis by linear interpolation between share price appreciation thresholds, both for absolute total shareholder return and for relative total shareholder return. The share price for the purposes of calculation of share price appreciation will be adjusted on a penny-for-penny basis with respect to any dividend payments made during the measurement period. The peer group is based on companies included in the SNL Equity REIT index.
|
(3)
|
On February 15, 2019, the measurement period for the 2016 OPP expired and neither of the Company’s absolute nor relative total shareholder returns were sufficient for employees to earn, and therefore become eligible to vest in, any restricted shares under the plan. Accordingly, all 2016 OPP performance awards were automatically forfeited.
|
(4)
|
On December 31, 2017, the measurement period for the 2015 OPP expired and neither of the Company’s absolute nor relative total shareholder returns were sufficient for employees to earn, and therefore become eligible to vest in, any restricted shares under the plan. Accordingly, all 2015 OPP performance awards were automatically forfeited.
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Risk free interest rate (1)
|
|
2.55
|
%
|
|
2.40
|
%
|
|
1.52
|
%
|
Expected dividend yield (2)
|
|
5.3
|
%
|
|
4.8
|
%
|
|
3.4
|
%
|
Expected volatility (3)
|
|
24
|
%
|
|
27
|
%
|
|
19
|
%
|
(1)
|
Represents the interest rate as of the grant date on U.S. treasury bonds having the same life as the estimated life of the restricted unit grants.
|
(2)
|
The dividend yield is calculated utilizing the dividends paid for the previous five-year period.
|
(3)
|
Based on a mix of historical and implied volatility for our common shares and the common shares of our peer index companies over the measurement period.
|
Unvested OPP Awards
|
|
Number of units
|
|
Weighted average grant date fair value
|
|||
Outstanding as of December 31, 2016
|
|
759,176
|
|
|
$
|
15.36
|
|
Awarded
|
|
296,400
|
|
|
16.60
|
|
|
Earned (1)
|
|
(184,455
|
)
|
|
14.71
|
|
|
Forfeited
|
|
(267,710
|
)
|
|
15.84
|
|
|
Outstanding as of December 31, 2017
|
|
603,411
|
|
|
$
|
15.83
|
|
Awarded
|
|
409,972
|
|
|
12.42
|
|
|
Earned
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Outstanding as of December 31, 2018
|
|
1,013,383
|
|
|
$
|
14.44
|
|
Awarded
|
|
531,827
|
|
|
12.09
|
|
|
Earned
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
(421,306
|
)
|
|
14.36
|
|
|
Outstanding as of December 31, 2019
|
|
1,123,904
|
|
|
$
|
13.36
|
|
(1)
|
Represents the units under the 2014 OPP that are no longer outstanding and have been settled in restricted common shares.
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
Exercise prices
|
|
Options
|
|
Weighted average exercise price
|
|
Weighted remaining contractual life in years
|
|
Options
|
|
Weighted average exercise price
|
||||||||
$
|
21.94
|
|
|
298,500
|
|
|
$
|
21.94
|
|
|
8.21
|
|
59,700
|
|
|
$
|
21.94
|
|
$
|
26.06
|
|
|
61,700
|
|
|
26.06
|
|
|
1.15
|
|
61,700
|
|
|
26.06
|
|
||
$
|
32.02
|
|
|
163,100
|
|
|
32.02
|
|
|
4.01
|
|
163,100
|
|
|
32.02
|
|
||
|
|
523,300
|
|
|
$
|
25.57
|
|
|
6.06
|
|
284,500
|
|
|
$
|
28.61
|
|
Options
|
|
Shares
|
|
Weighted-average exercise price
|
|
Weighted-average remaining contractual life in years
|
|
Aggregate intrinsic value
|
|||||
Outstanding as of December 31, 2016
|
|
242,200
|
|
|
$
|
30.46
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(1,800
|
)
|
|
29.70
|
|
|
|
|
|
|||
Forfeited
|
|
(9,200
|
)
|
|
31.83
|
|
|
|
|
|
|||
Outstanding as of December 31, 2017
|
|
231,200
|
|
|
$
|
30.42
|
|
|
5.24
|
|
$
|
28
|
|
Granted
|
|
331,000
|
|
|
21.94
|
|
|
|
|
|
|||
Exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
|
(27,700
|
)
|
|
22.62
|
|
|
|
|
|
|||
Outstanding as of December 31, 2018
|
|
534,500
|
|
|
$
|
25.56
|
|
|
7.08
|
|
$
|
—
|
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
|
(11,200
|
)
|
|
25.27
|
|
|
|
|
|
|||
Outstanding as of December 31, 2019
|
|
523,300
|
|
|
$
|
25.57
|
|
|
6.06
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||
Vested and Expected to Vest as of
|
|
|
|
|
|
|
|
|
|||||
December 31, 2019
|
|
498,008
|
|
|
$
|
25.75
|
|
|
5.97
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable as of December 31, 2019
|
|
284,500
|
|
|
$
|
28.61
|
|
|
4.27
|
|
$
|
—
|
|
|
|
Tanger Factory Outlet Centers, Inc. Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive (Income) Loss
|
||||||||||||||||||||
|
|
Foreign currency
|
|
Cash flow hedges
|
|
Total
|
|
Foreign currency
|
|
Cash flow hedges
|
|
Total
|
||||||||||||
Balance December 31, 2016
|
|
$
|
(32,087
|
)
|
|
$
|
3,792
|
|
|
$
|
(28,295
|
)
|
|
$
|
(1,740
|
)
|
|
$
|
201
|
|
|
$
|
(1,539
|
)
|
Other comprehensive income before reclassifications
|
|
7,727
|
|
|
1,020
|
|
|
8,747
|
|
|
411
|
|
|
55
|
|
|
466
|
|
||||||
Reclassification out of accumulated other comprehensive income into interest expense
|
|
—
|
|
|
263
|
|
|
263
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||||
Balance December 31, 2017
|
|
(24,360
|
)
|
|
5,075
|
|
|
(19,285
|
)
|
|
(1,329
|
)
|
|
269
|
|
|
(1,060
|
)
|
||||||
Other comprehensive income (loss) before reclassifications
|
|
(8,250
|
)
|
|
2,335
|
|
|
(5,915
|
)
|
|
(441
|
)
|
|
126
|
|
|
(315
|
)
|
||||||
Reclassification out of accumulated other comprehensive income into interest expense
|
|
—
|
|
|
(1,951
|
)
|
|
(1,951
|
)
|
|
—
|
|
|
(105
|
)
|
|
(105
|
)
|
||||||
Balance December 31, 2018
|
|
(32,610
|
)
|
|
5,459
|
|
|
(27,151
|
)
|
|
(1,770
|
)
|
|
290
|
|
|
(1,480
|
)
|
||||||
Other comprehensive income (loss) before reclassifications
|
|
4,062
|
|
|
(3,755
|
)
|
|
307
|
|
|
217
|
|
|
(202
|
)
|
|
15
|
|
||||||
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges
|
|
3,454
|
|
|
(2,105
|
)
|
|
1,349
|
|
|
184
|
|
|
(112
|
)
|
|
72
|
|
||||||
Balance December 31, 2019
|
|
$
|
(25,094
|
)
|
|
$
|
(401
|
)
|
|
$
|
(25,495
|
)
|
|
$
|
(1,369
|
)
|
|
$
|
(24
|
)
|
|
$
|
(1,393
|
)
|
|
|
Foreign currency
|
|
Cash flow hedges
|
|
Accumulated other comprehensive income (loss)
|
||||||
Balance December 31, 2016
|
|
$
|
(33,827
|
)
|
|
$
|
3,993
|
|
|
$
|
(29,834
|
)
|
Other comprehensive income before reclassifications
|
|
8,138
|
|
|
1,075
|
|
|
9,213
|
|
|||
Reclassification out of accumulated other comprehensive income into interest expense
|
|
—
|
|
|
276
|
|
|
276
|
|
|||
Balance December 31, 2017
|
|
(25,689
|
)
|
|
5,344
|
|
|
(20,345
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
|
(8,691
|
)
|
|
2,461
|
|
|
(6,230
|
)
|
|||
Reclassification out of accumulated other comprehensive income into interest expense
|
|
—
|
|
|
(2,056
|
)
|
|
(2,056
|
)
|
|||
Balance December 31, 2018
|
|
(34,380
|
)
|
|
5,749
|
|
|
(28,631
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
|
4,279
|
|
|
(3,957
|
)
|
|
322
|
|
|||
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges
|
|
3,638
|
|
|
(2,217
|
)
|
|
1,421
|
|
|||
Balance December 31, 2019
|
|
$
|
(26,463
|
)
|
|
$
|
(425
|
)
|
|
$
|
(26,888
|
)
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Advertising and promotion
|
|
$
|
26,022
|
|
|
$
|
27,066
|
|
|
$
|
29,046
|
|
Common area maintenance
|
|
70,472
|
|
|
73,367
|
|
|
71,195
|
|
|||
Real estate taxes
|
|
33,430
|
|
|
32,836
|
|
|
30,695
|
|
|||
Other operating expenses
|
|
27,810
|
|
|
27,188
|
|
|
24,299
|
|
|||
|
|
$
|
157,734
|
|
|
$
|
160,457
|
|
|
$
|
155,235
|
|
|
|
2019
|
||
Rental revenues - fixed
|
|
$
|
360,513
|
|
Rental revenues - variable (1)
|
|
103,433
|
|
|
Rental revenues
|
|
$
|
463,946
|
|
(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.
|
2020
|
|
$
|
316,397
|
|
2021
|
|
282,225
|
|
|
2022
|
|
247,874
|
|
|
2023
|
|
213,932
|
|
|
2024
|
|
179,081
|
|
|
Thereafter
|
|
349,234
|
|
|
|
|
$
|
1,588,743
|
|
2019
|
|
$
|
285,343
|
|
2020
|
|
265,361
|
|
|
2021
|
|
229,553
|
|
|
2022
|
|
195,808
|
|
|
2023
|
|
164,845
|
|
|
Thereafter
|
|
364,844
|
|
|
|
|
$
|
1,505,754
|
|
|
|
2019
|
||
Operating lease costs
|
|
$
|
5,519
|
|
Short-term lease costs
|
|
2,297
|
|
|
Variable lease costs (1)
|
|
231
|
|
|
Total lease costs
|
|
$
|
8,047
|
|
(1)
|
Our variable lease costs relate to our ground leases where increases in payments are based on center financial performance.
|
|
|
2019
|
|
Weighted - average remaining lease term (years)
|
|
50
|
|
Weighted - average discount rate
|
|
5.0
|
%
|
|
|
December 31, 2019
|
||
Operating cash outflows related to operating leases
|
|
$
|
5,569
|
|
2020
|
|
$
|
5,568
|
|
2021
|
|
5,613
|
|
|
2022
|
|
5,669
|
|
|
2023
|
|
5,709
|
|
|
2024
|
|
5,765
|
|
|
Thereafter
|
|
226,876
|
|
|
Total lease payments
|
|
$
|
255,200
|
|
Less imputed interest
|
|
163,963
|
|
|
Present value of lease liabilities
|
|
$
|
91,237
|
|
2019
|
|
$
|
7,526
|
|
2020
|
|
7,311
|
|
|
2021
|
|
7,140
|
|
|
2022
|
|
7,127
|
|
|
2023
|
|
7,167
|
|
|
Thereafter
|
|
258,438
|
|
|
Total minimum payment
|
|
$
|
294,709
|
|
|
|
Year Ended December 31, 2019(1)
|
||||||||||||||
|
|
First Quarter(2)
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter(3)
|
||||||||
Total revenues
|
|
$
|
123,155
|
|
|
$
|
115,707
|
|
|
$
|
118,994
|
|
|
$
|
120,492
|
|
Net income (loss)
|
|
65,841
|
|
|
14,457
|
|
|
24,809
|
|
|
(12,379
|
)
|
||||
Income (loss) attributable to Tanger Factory Outlet Centers, Inc.
|
|
62,331
|
|
|
13,727
|
|
|
23,546
|
|
|
(11,749
|
)
|
||||
Income (loss) available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
$
|
61,720
|
|
|
$
|
13,613
|
|
|
$
|
23,241
|
|
|
$
|
(12,055
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
0.66
|
|
|
$
|
0.15
|
|
|
$
|
0.25
|
|
|
$
|
(0.13
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
0.66
|
|
|
$
|
0.15
|
|
|
$
|
0.25
|
|
|
$
|
(0.13
|
)
|
(1)
|
Quarterly amounts may not add to annual amounts due to the effect of rounding on a quarterly basis.
|
(2)
|
In the first quarter of 2019, net income includes a $43.4 million gain recorded on the sale of our Nags Head, Ocean City, Park City, and Williamsburg outlet centers.
|
(3)
|
In the fourth quarter of 2019, net income includes a $37.6 impairment charge related to our Jeffersonville, Ohio outlet center.
|
|
|
Year Ended December 31, 2018(1)
|
||||||||||||||
|
|
First Quarter
|
|
Second Quarter(2)
|
|
Third Quarter(3)
|
|
Fourth Quarter
|
||||||||
Total revenues
|
|
$
|
123,535
|
|
|
$
|
119,711
|
|
|
$
|
124,236
|
|
|
$
|
127,199
|
|
Net income (loss)
|
|
23,685
|
|
|
24,290
|
|
|
(23,031
|
)
|
|
20,619
|
|
||||
Income (loss) attributable to Tanger Factory Outlet Centers, Inc.
|
|
22,838
|
|
|
22,969
|
|
|
(21,859
|
)
|
|
19,707
|
|
||||
Income (loss) available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
$
|
22,575
|
|
|
$
|
22,656
|
|
|
$
|
(22,172
|
)
|
|
$
|
19,385
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share :
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
(0.24
|
)
|
|
$
|
0.21
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
(0.24
|
)
|
|
$
|
0.21
|
|
(1)
|
Quarterly amounts may not add to annual amounts due to the effect of rounding on a quarterly basis.
|
(2)
|
In the third quarter of 2018, net income includes a $49.7 million impairment charge related to our Jeffersonville, Ohio outlet center.
|
(3)
|
In the fourth quarter of 2018, net income includes a $7.2 million impairment charge, associated with our RioCan Canada unconsolidated joint ventures.
|
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||||||||||||||||
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
|
||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
|
||||||||||||||||||||||||||||||||||||||
For the Year Ended December 31, 2019 (in thousands)
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Description
|
|
|
|
Initial cost to Company
|
|
Costs Capitalized
Subsequent to Acquisition
(Improvements) (1)
|
|
Gross Amount Carried at Close of Period
December 31, 2019(2)
|
|
|
|
|
|
|
||||||||||||||||||||||||
Outlet Center Name
|
|
Location
|
|
Encum-brances (3)
|
|
Land
|
Buildings,
Improve-ments & Fixtures
|
|
Land
|
Buildings,
Improve-ments & Fixtures
|
|
Land
|
Buildings,
Improve-ments & Fixtures
|
Total
|
|
Accumulated
Depreciation (1)
|
|
Date of
Construction or Acquisition
|
|
Life Used to
Compute
Depreciation
in Income
Statement
|
||||||||||||||||||
Atlantic City
|
|
Atlantic City, NJ
|
|
$
|
32,531
|
|
|
$
|
—
|
|
$
|
125,988
|
|
|
$
|
—
|
|
$
|
9,451
|
|
|
$
|
—
|
|
$
|
135,439
|
|
$
|
135,439
|
|
|
$
|
36,927
|
|
|
2011 (5)
|
|
(4)
|
Blowing Rock
|
|
Blowing Rock, NC
|
|
—
|
|
|
1,963
|
|
9,424
|
|
|
—
|
|
10,469
|
|
|
1,963
|
|
19,893
|
|
21,856
|
|
|
11,195
|
|
|
1997 (5)
|
|
(4)
|
|||||||||
Branson
|
|
Branson, MO
|
|
—
|
|
|
4,407
|
|
25,040
|
|
|
396
|
|
25,097
|
|
|
4,803
|
|
50,137
|
|
54,940
|
|
|
32,789
|
|
|
1994
|
|
(4)
|
|||||||||
Charleston
|
|
Charleston, SC
|
|
—
|
|
|
10,353
|
|
48,877
|
|
|
—
|
|
17,173
|
|
|
10,353
|
|
66,050
|
|
76,403
|
|
|
32,984
|
|
|
2006
|
|
(4)
|
|||||||||
Commerce
|
|
Commerce, GA
|
|
—
|
|
|
1,262
|
|
14,046
|
|
|
707
|
|
36,896
|
|
|
1,969
|
|
50,942
|
|
52,911
|
|
|
34,814
|
|
|
1995
|
|
(4)
|
|||||||||
Daytona Beach
|
|
Daytona Beach, FL
|
|
—
|
|
|
9,913
|
|
80,410
|
|
|
—
|
|
791
|
|
|
9,913
|
|
81,201
|
|
91,114
|
|
|
14,862
|
|
|
2016
|
|
(4)
|
|||||||||
Deer Park
|
|
Deer Park, NY
|
|
—
|
|
|
82,413
|
|
173,044
|
|
|
—
|
|
17,076
|
|
|
82,413
|
|
190,120
|
|
272,533
|
|
|
46,951
|
|
|
2013 (5)
|
|
(4)
|
|||||||||
Foley
|
|
Foley, AL
|
|
—
|
|
|
4,400
|
|
82,410
|
|
|
693
|
|
42,259
|
|
|
5,093
|
|
124,669
|
|
129,762
|
|
|
62,616
|
|
|
2003 (5)
|
|
(4)
|
|||||||||
Fort Worth
|
|
Fort Worth, TX
|
|
—
|
|
|
11,157
|
|
87,025
|
|
|
—
|
|
159
|
|
|
11,157
|
|
87,184
|
|
98,341
|
|
|
10,335
|
|
|
2017
|
|
(4)
|
|||||||||
Foxwoods
|
|
Mashantucket, CT
|
|
—
|
|
|
—
|
|
130,941
|
|
|
—
|
|
1,281
|
|
|
—
|
|
132,222
|
|
132,222
|
|
|
25,949
|
|
|
2015
|
|
(4)
|
|||||||||
Gonzales
|
|
Gonzales, LA
|
|
—
|
|
|
679
|
|
15,895
|
|
|
—
|
|
34,987
|
|
|
679
|
|
50,882
|
|
51,561
|
|
|
35,269
|
|
|
1992
|
|
(4)
|
|||||||||
Grand Rapids
|
|
Grand Rapids, MI
|
|
—
|
|
|
8,180
|
|
75,420
|
|
|
—
|
|
2,439
|
|
|
8,180
|
|
77,859
|
|
86,039
|
|
|
18,246
|
|
|
2015
|
|
(4)
|
|||||||||
Hershey
|
|
Hershey, PA
|
|
—
|
|
|
3,673
|
|
48,186
|
|
|
—
|
|
6,466
|
|
|
3,673
|
|
54,652
|
|
58,325
|
|
|
16,666
|
|
|
2011(5)
|
|
(4)
|
|||||||||
Hilton Head I
|
|
Bluffton, SC
|
|
—
|
|
|
4,753
|
|
—
|
|
|
—
|
|
33,684
|
|
|
4,753
|
|
33,684
|
|
38,437
|
|
|
15,697
|
|
|
2011
|
|
(4)
|
|||||||||
Hilton Head II
|
|
Bluffton, SC
|
|
—
|
|
|
5,128
|
|
20,668
|
|
|
—
|
|
13,816
|
|
|
5,128
|
|
34,484
|
|
39,612
|
|
|
17,857
|
|
|
2003 (5)
|
|
(4)
|
|||||||||
Howell
|
|
Howell, MI
|
|
—
|
|
|
2,250
|
|
35,250
|
|
|
—
|
|
15,895
|
|
|
2,250
|
|
51,145
|
|
53,395
|
|
|
26,914
|
|
|
2002 (5)
|
|
(4)
|
|||||||||
Jeffersonville(6)
|
|
Jeffersonville, OH
|
|
—
|
|
|
2,752
|
|
111,276
|
|
|
(2,452
|
)
|
(101,576
|
)
|
|
300
|
|
9,700
|
|
10,000
|
|
|
21
|
|
|
2011 (5)
|
|
(4)
|
|||||||||
Lancaster
|
|
Lancaster, PA
|
|
—
|
|
|
3,691
|
|
19,907
|
|
|
6,656
|
|
60,706
|
|
|
10,347
|
|
80,613
|
|
90,960
|
|
|
32,751
|
|
|
1994 (5)
|
|
(4)
|
|||||||||
Locust Grove
|
|
Locust Grove, GA
|
|
—
|
|
|
2,558
|
|
11,801
|
|
|
57
|
|
33,185
|
|
|
2,615
|
|
44,986
|
|
47,601
|
|
|
27,976
|
|
|
1994
|
|
(4)
|
|||||||||
Mebane
|
|
Mebane, NC
|
|
—
|
|
|
8,821
|
|
53,362
|
|
|
—
|
|
5,663
|
|
|
8,821
|
|
59,025
|
|
67,846
|
|
|
28,524
|
|
|
2010
|
|
(4)
|
|||||||||
Myrtle Beach Hwy 17
|
|
Myrtle Beach, SC
|
|
—
|
|
|
—
|
|
80,733
|
|
|
—
|
|
28,742
|
|
|
—
|
|
109,475
|
|
109,475
|
|
|
37,699
|
|
|
2009 (5)
|
|
(4)
|
|||||||||
Myrtle Beach Hwy 501
|
|
Myrtle Beach, SC
|
|
—
|
|
|
8,781
|
|
56,798
|
|
|
—
|
|
42,046
|
|
|
8,781
|
|
98,844
|
|
107,625
|
|
|
47,849
|
|
|
2003 (5)
|
|
(4)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||||||||||||||||
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
|
||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
|
||||||||||||||||||||||||||||||||||||||
For the Year Ended December 31, 2019 (in thousands)
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Description
|
|
|
|
Initial cost to Company
|
|
Costs Capitalized
Subsequent to Acquisition
(Improvements)(1)
|
|
Gross Amount Carried at Close of Period
December 31, 2019(2) |
|
|
|
|
|
|
||||||||||||||||||||||||
Outlet Center Name
|
|
Location
|
|
Encum-brances (3)
|
|
|
Land
|
Buildings,
Improve-ments & Fixtures
|
|
Land
|
Buildings,
Improve-ments & Fixtures
|
|
Land
|
Buildings,
Improve-ments & Fixtures
|
Total
|
|
Accumulated
Depreciation (1)
|
|
Date of
Construction or Acquisition |
|
Life Used to
Compute
Depreciation
in Income
Statement
|
|||||||||||||||||
Pittsburgh
|
|
Pittsburgh, PA
|
|
—
|
|
|
5,528
|
|
91,288
|
|
|
3
|
|
13,909
|
|
|
5,531
|
|
105,197
|
|
110,728
|
|
|
58,455
|
|
|
2008
|
|
(4)
|
|||||||||
Rehoboth Beach
|
|
Rehoboth Beach, DE
|
|
—
|
|
|
20,600
|
|
74,209
|
|
|
1,875
|
|
56,705
|
|
|
22,475
|
|
130,914
|
|
153,389
|
|
|
55,904
|
|
|
2003 (5)
|
|
(4)
|
|||||||||
Riverhead
|
|
Riverhead, NY
|
|
—
|
|
|
—
|
|
36,374
|
|
|
6,152
|
|
134,514
|
|
|
6,152
|
|
170,888
|
|
177,040
|
|
|
100,686
|
|
|
1993
|
|
(4)
|
|||||||||
San Marcos
|
|
San Marcos, TX
|
|
—
|
|
|
1,801
|
|
9,440
|
|
|
2,301
|
|
59,157
|
|
|
4,102
|
|
68,597
|
|
72,699
|
|
|
45,384
|
|
|
1993
|
|
(4)
|
|||||||||
Savannah
|
|
Pooler, GA
|
|
—
|
|
|
8,432
|
|
167,780
|
|
|
—
|
|
3,870
|
|
|
8,432
|
|
171,650
|
|
180,082
|
|
|
21,432
|
|
|
2016 (5)
|
|
(4)
|
|||||||||
Sevierville
|
|
Sevierville, TN
|
|
—
|
|
|
—
|
|
18,495
|
|
|
—
|
|
51,339
|
|
|
—
|
|
69,834
|
|
69,834
|
|
|
41,527
|
|
|
1997 (5)
|
|
(4)
|
|||||||||
Southaven
|
|
Southaven, MS
|
|
51,272
|
|
|
14,959
|
|
60,263
|
|
|
—
|
|
675
|
|
|
14,959
|
|
60,938
|
|
75,897
|
|
|
16,047
|
|
|
2015
|
|
(4)
|
|||||||||
Terrell
|
|
Terrell, TX
|
|
—
|
|
|
523
|
|
13,432
|
|
|
—
|
|
10,089
|
|
|
523
|
|
23,521
|
|
24,044
|
|
|
19,154
|
|
|
1994
|
|
(4)
|
|||||||||
Tilton
|
|
Tilton, NH
|
|
—
|
|
|
1,800
|
|
24,838
|
|
|
29
|
|
14,274
|
|
|
1,829
|
|
39,112
|
|
40,941
|
|
|
19,468
|
|
|
2003 (5)
|
|
(4)
|
|||||||||
Westgate
|
|
Glendale, AZ
|
|
—
|
|
|
19,037
|
|
140,337
|
|
|
—
|
|
4,668
|
|
|
19,037
|
|
145,005
|
|
164,042
|
|
|
16,721
|
|
|
2016 (5)
|
|
(4)
|
|||||||||
Other
|
|
Various
|
|
—
|
|
|
306
|
|
1,495
|
|
|
—
|
|
—
|
|
|
306
|
|
1,495
|
|
1,801
|
|
|
282
|
|
|
Various
|
|
(4)
|
|||||||||
|
|
|
|
$
|
83,803
|
|
|
$
|
250,120
|
|
$
|
1,944,452
|
|
|
$
|
16,417
|
|
$
|
685,905
|
|
|
$
|
266,537
|
|
$
|
2,630,357
|
|
$
|
2,896,894
|
|
|
$
|
1,009,951
|
|
|
|
|
|
(1)
|
Includes impairments.
|
(2)
|
Aggregate cost for federal income tax purposes is approximately $3.0 billion.
|
(3)
|
Including premiums and net of debt origination costs.
|
(4)
|
We generally use estimated lives of 33 years for buildings and 15 years for land improvements. Tenant finishing allowances are depreciated over the initial lease term. Building, improvements & fixtures includes amounts included in construction in progress on the consolidated balance sheet.
|
(5)
|
Represents year acquired.
|
(6)
|
Amounts net of $85.4 million impairment charges taken during 2019 and 2018 consisting of a write-off of approximately $2.5 million of land, $116.0 million of building and improvement cost and $33.1 million of accumulated depreciation.
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance, beginning of year
|
|
$
|
3,046,179
|
|
|
$
|
3,088,470
|
|
|
$
|
2,965,907
|
|
Improvements
|
|
50,117
|
|
|
48,357
|
|
|
175,868
|
|
|||
Impairment charge
|
|
(40,539
|
)
|
|
(77,958
|
)
|
|
—
|
|
|||
Dispositions and other
|
|
(158,863
|
)
|
|
(12,690
|
)
|
|
(53,305
|
)
|
|||
Balance, end of year
|
|
$
|
2,896,894
|
|
|
$
|
3,046,179
|
|
|
$
|
3,088,470
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance, beginning of year
|
|
$
|
981,305
|
|
|
$
|
901,967
|
|
|
$
|
814,583
|
|
Depreciation for the period
|
|
107,129
|
|
|
114,198
|
|
|
107,845
|
|
|||
Impairment charge
|
|
(3,028
|
)
|
|
(30,050
|
)
|
|
—
|
|
|||
Dispositions and other
|
|
(75,455
|
)
|
|
(4,810
|
)
|
|
(20,461
|
)
|
|||
Balance, end of year
|
|
$
|
1,009,951
|
|
|
$
|
981,305
|
|
|
$
|
901,967
|
|
•
|
Authorizing the board of directors to issue preferred shares;
|
•
|
Prohibiting cumulative voting in the election of directors;
|
•
|
Limiting the persons who may call special meetings of shareholders; and
|
•
|
Establishing advance notice requirements for nominations for election to the board of directors for proposing matters that can be acted on by shareholders at shareholder meetings.
|
1.
|
I have reviewed this annual report on Form 10-K of Tanger Factory Outlet Centers, Inc. for the year ended December 31, 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 annual report on Form 10-K of Tanger Factory Outlet Centers, Inc. for the year ended December 31, 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 annual report on Form 10-K of Tanger Properties Limited Partnership for the year ended December 31, 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:
|
February 19, 2020
|
||
|
|||
/s/ Steven B. Tanger
|
|
||
Steven B. Tanger
|
|||
Chief Executive Officer
|
|||
Tanger GP Trust, sole general partner of the Operating Partnership
|
|
|||
1
|
I have reviewed this annual report on Form 10-K of Tanger Properties Limited Partnership for the year ended December 31, 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:
|
February 19, 2020
|
||
|
|||
/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:
|
February 19, 2020
|
/s/ Steven B. Tanger
|
|
|
Steven B. Tanger
Chief Executive Officer
Tanger Factory Outlet Centers, Inc.
|
Date:
|
February 19, 2020
|
/s/ James F. Williams
|
|
|
James F. Williams
Executive Vice President and Chief Financial Officer Tanger Factory Outlet Centers, Inc.
|
(i)
|
the accompanying Annual Report on Form 10-K of the Operating Partnership for the year ended December 31, 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:
|
February 19, 2020
|
/s/ Steven B. Tanger
|
|
Steven B. Tanger
|
|
|
Chief Executive Officer
|
|
|
Tanger GP Trust, sole general partner of the Operating Partnership
|
(i)
|
the accompanying Annual Report on Form 10-K of the Operating Partnership for the year ended December 31, 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:
|
February 19, 2020
|
/s/ James F. Williams
|
|
|
James F. Williams
|
|
|
Vice President and Treasurer
Tanger GP Trust, sole general partner of the Operating Partnership
(Principal Financial Officer)
|