Form 8-K TANGER FACTORY OUTLET For: Oct 27

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October 27, 2015 4:29 PM EDT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
___________

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 27, 2015

TANGER FACTORY OUTLET CENTERS, INC.
_________________________________________
(Exact name of registrant as specified in its charter)
 
North Carolina
 
 
 
1-11986
 
 
 
56-1815473
 
 
(State or other jurisdiction of Incorporation)
 
 
 
(Commission File Number)
 
 
 
(I.R.S. Employer Identification Number)
 
 
3200 Northline Avenue, Greensboro, North Carolina 27408
 
 
 
(Address of principal executive offices) (Zip Code)
 
 
 
 
(336) 292-3010
 
 
 
 
(Registrants' telephone number, including area code)
 
 
 
 
N/A
 
 
 
(former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02   Results of Operations and Financial Condition

On October 27, 2015, Tanger Factory Outlet Centers, Inc. (the "Company") issued a press release announcing its results of operations and financial condition as of and for the quarter ended September 30, 2015. A copy of the Company's press release is hereby furnished as Exhibit 99.1 to this report on Form 8-K. The information contained in this report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specified otherwise.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 27, 2015, the Board of Directors of Tanger Factory Outlet Centers, Inc. (the "Company"), upon recommendation of the Board's Nominating and Corporate Governance Committee, voted to expand, effective January 1, 2016, the number of positions on the Company's board of directors from eight to nine and elected David B. Henry as a director to fill the vacancy, effective January 1, 2016. Mr. Henry's compensation for his services as a non-employee director will be consistent with the Company's compensation practices for non-employee directors described in the Company's Definitive Proxy Statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 2, 2015, under the caption "Compensation of Directors."

Mr. Henry will serve as a director until the next annual meeting of shareholders or until his successor is elected and qualified. Mr. Henry has not been named to serve on any of the Board's committees at this time.

Item 7.01   Regulation FD Disclosure

On October 27, 2015, the Company made publicly available on its website, www.tangeroutlet.com, certain supplemental operating and financial information for the quarter ended September 30, 2015. This supplemental operating and financial information is hereby attached to this current report as Exhibit 99.2. The information contained in this report on Form 8-K, including Exhibit 99.2, shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specified otherwise. The information found on, or otherwise accessible through, the Company's website is not incorporated into, and does not form a part of, this current report on Form 8-K or any other report or document the Company files with or furnishes to the United States Securities and Exchange Commission.

Item 9.01   Financial Statements and Exhibits

(d) Exhibits

The following exhibits are included with this Report:

Exhibit 99.1
Press release announcing the results of operations and financial condition of the Company as of and for the quarter ended September 30, 2015.

Exhibit 99.2
Supplemental operating and financial information of the Company as of and for the quarter ended September 30, 2015.





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 27, 2015


TANGER FACTORY OUTLET CENTERS, INC.

By:    /s/ Frank C. Marchisello, Jr.
Frank C. Marchisello, Jr.
Executive Vice President, Chief Financial Officer




EXHIBIT INDEX

Exhibit No.
 
 
99.1
 
Press release announcing the results of operations and financial condition of the Company as of and for the quarter ended September 30, 2015.
 
 
 
99.2
 
Supplemental operating and financial information of the Company as of and for the quarter ended September 30, 2015.
 
 
 
99.3
 
Press release announcing David B. Henry appointment to the Board of Directors of Tanger Factory Outlet Centers, Inc.





EXHIBIT 99.1

News Release
TANGER REPORTS THIRD QUARTER 2015 RESULTS
Funds From Operations Per Share Increase 13.5%
Elects David B. Henry to Board of Directors
Greensboro, NC, October 27, 2015, Tanger Factory Outlet Centers, Inc. (NYSE: SKT) today reported funds from operations ("FFO") available to common shareholders, a widely accepted supplemental measure of REIT performance, increased 13.5% to $0.59 per share, or $59.4 million for the three months ended September 30, 2015, from $0.52 per share, or $51.7 million for the three months ended September 30, 2014. For the nine months ended September 30, 2015, FFO increased 15.5% to $1.64 per share, or $163.3 million, from $1.42 per share, or $140.6 million for the nine months ended September 30, 2014. Adjusted funds from operations ("AFFO") for the three months ended September 30, 2015 also increased 13.5% to $0.59 per share, or $59.4 million, from $51.6 million for the three months ended September 30, 2014. For the nine months ended September 30, 2015 AFFO increased 13.9% to $1.64 per share, or $163.3 million, from $1.44 per share, or $142.1 million for the nine months ended September 30, 2014. A reconciliation of FFO to AFFO is shown in the table below.

"The third quarter of 2015 was another fantastic quarter for Tanger Outlets, with FFO per share up 13.5% compared to the third quarter of 2014 and $0.02 per share ahead of First Call consensus. Completing the sale of five non-core assets improved the overall quality and long-term growth profile of our portfolio," commented Steven B. Tanger, President & Chief Executive Officer. "In addition, we opened a new outlet center in Grand Rapids, Michigan on July 31, 2015, the third of four new Tanger Outlet Centers that we plan to open this year. We are looking forward to another successful grand opening next month in the Memphis, Tennessee market in Southaven, Mississippi," he added.
 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
In thousands, except per share amounts:
2015
2014
 
2015
2014
FFO as reported
$
59,399

$
51,655

 
$
163,315

$
140,592

As adjusted for:
 
 
 
 
Acquisition costs
—

—

 
—

7

 
Abandoned pre-development costs
—

—

 
—

1,596

 
Casualty gain
—

(329
)
 
—

(329
)
 
AFFO adjustments from unconsolidated joint ventures
—

237

 
—

237

 
Impact of above adjustments to the allocation of earnings to participating securities
—

2

 
—

(31
)
Adjusted FFO ("AFFO")
$
59,399

$
51,565

 
$
163,315

$
142,072

Diluted weighted average common shares
99,877

99,003

 
99,815

98,930

FFO per share
$
0.59

$
0.52

 
$
1.64

$
1.42

AFFO per share
$
0.59

$
0.52

 
$
1.64

$
1.44




1


Net income available to common shareholders for the three months ended September 30, 2015, which was positively impacted by a $20.2 million gain on the sale of four outlet centers, was $43.6 million, or $0.46 per share, as compared to $22.5 million, or $0.24 per share, for the three months ended September 30, 2014. Net income available to common shareholders for the nine months ended September 30, 2015, which was positively impacted by a $33.9 million gain on the sale of four outlet centers and the company's 50% ownership interest in the Wisconsin Dells, Wisconsin joint venture, was $101.9 million, or $1.08 per share, as compared to $55.1 million, or $0.59 per share, for the nine months ended September 30, 2014.

Net income, FFO and AFFO per share are on a diluted basis. FFO and AFFO are supplemental non-GAAP financial measures used in the real estate industry to measure and compare the operating performance of real estate companies. Complete reconciliations containing adjustments from GAAP net income to FFO and to AFFO are included in this release.
Highlights for the Quarter
•
Same center net operating income increased 3.3% for the third quarter of 2015, compared to 1.4% for the the third quarter of 2014
•
Blended average base rental rates on space renewed and released increased 24.6% throughout the consolidated portfolio during the first nine months of 2015, compared to 24.2% for the first nine months of 2014
•
Period-end consolidated portfolio occupancy rate of 97.2% as of September 30, 2015, up 40 basis points from 96.8% as of June 30, 2015
•
Average tenant sales for the consolidated portfolio increased 1% to $394 per square foot for the rolling twelve months ended September 30, 2015
•
Debt-to-total market capitalization ratio of 32% as of September 30, 2015, compared to 31% as of September 30, 2014
•
Interest coverage ratio of 4.68 times for the third quarter of 2015, compared to 4.40 for the three months ended September 30, 2014
•
Opened a new Tanger Outlet Center in the Grand Rapids, Michigan market on July 31, 2015
•
Completed the sale of 4 outlet centers on September 30, 2015 and one outlet center on October 5, 2015, all of which are excluded from current year consolidated portfolio operating metrics
•
On October 27, 2015, elected David B. Henry to Board of Directors effective January 1, 2016

Core Portfolio Drives Operating Results
During the nine months ended September 30, 2015, Tanger executed 357 leases totaling 1,562,000 square feet throughout its consolidated portfolio with a 24.6% increase in average base rental rates, compared to a 24.2% increase for the nine months ended September 30, 2014. Lease renewals accounted for 1,132,000 square feet, which generated a 21.8% increase in average base rental rates, compared to an 18.2% increase for the nine months ended September 30, 2014. Leases renewed represent 75% of the space scheduled to expire in 2015. Re-tenanted space accounted for the remaining 430,000 square feet, with an increase in average base rental rates of 31.1%, compared to a 36.0% increase for the nine months ended September 30, 2014.
    
Consolidated portfolio same center net operating income for the three months ended September 30, 2015, increased 3.3%, compared to a 1.4% increase for the three months ended September 30, 2014. For the nine months ended September 30, 2015, consolidated portfolio same center net operating income increased 3.9%, compared to a 2.6% increase for the nine months ended September 30, 2014. Same center net operating income excludes lease termination fees of $1.6 million and $4.4 million for the three months and nine months ended September 30, 2015, respectively. Consolidated portfolio average tenant sales for the twelve months ended September 30, 2015 increased approximately 1% to $394 per square foot. Sales are based on reports by retailers leasing outlet center stores for the trailing twelve months for tenants which have occupied such stores for a minimum of twelve months. In order to be more comparable to other retail REITs, sales per square foot are now based on all reporting tenants less than 20,000 square feet in size.


2


As of September 30, 2015, the company's consolidated portfolio was 97.2% occupied, up 40 basis points from 96.8% as of June 30, 2015, but down slightly from 97.7% as of September 30, 2014, due primarily to bankruptcy-related and brand-wide store closings that occurred during the second half of 2014 and the first nine months of 2015. Management believes the vacancy provides Tanger an exceptional opportunity to upgrade its tenant mix and mark rents to market.

Investment Activities Provide Potential Future Growth
In 2015, Tanger expects to deliver four new Tanger Outlet Centers totaling 1.4 million square feet, which represents approximately a 10% expansion based on the company's footprint at the beginning of the year. These projects represent a total investment of $386.5 million and are currently expected to generate a weighted average stabilized yield of approximately 10%. Tanger's net equity requirement is expected to be approximately $153.5 million, substantially all of which had been funded as of September 30, 2015.
Following the April 16, 2015 opening of Tanger Outlets Savannah, and the May 21, 2015 opening of Tanger Outlets at Foxwoods, the company opened its newest Tanger Outlet Center on July 31, 2015 in the Grand Rapids, Michigan market. The 351,000 square foot center, which features local architectural details and 80 brand name and designer outlets, was 93% occupied as of September 30, 2015. Record shopper turnout for the opening required the company to utilize nearby off-site overflow parking lots to accommodate the high volume of shopper traffic.
Construction of two additional Tanger Outlet Centers is ongoing. Grand opening festivities are scheduled for November 20, 2015 in the Memphis, Tennessee market in Southaven, Mississippi. Tanger currently expects to complete construction in the Columbus, Ohio market in time to open during the second quarter of 2016. In addition, the company has a pipeline of other development opportunities for which pre-development activities are ongoing.
Asset Recycling Activity Strengthens Portfolio
On September 30, 2015, the company closed on the sale of four outlet centers, which are located in Kittery, Maine (two centers); Tuscola, Illinois; and West Branch, Michigan, for $44.0 million, recognizing a gain of $20.2 million. On October 5, 2015, Tanger closed on the sale of a 171,000 square foot outlet center located in Barstow, California for $106.7 million. The company expects to recognize a gain of approximately $86.4 million on the transaction in the fourth quarter of 2015.
These centers had an average age of approximately 24 years, compared to Tanger's remaining portfolio average of 16 years. Because of the potential upcoming capital expenditures necessary to enhance these centers, as well as changes within each market, the company no longer felt these assets could produce the growth in long-term internal cash flow and tenant sales that Tanger expects within its core portfolio. While the Barstow center was performing at a very high level, the company believes it was an outlier in its portfolio given its relatively small size and exceptionally high reliance on foreign tourism.
Currently, the company estimates the total combined tax gains related to the sale of these five assets and the sale of its ownership interest in the Wisconsin Dells joint venture earlier in 2015 to be approximately $90 million to $100 million. The company continues to analyze the most efficient use of the net sales proceeds from the recent asset sales which have been placed with a third party qualified intermediary to potentially facilitate future reinvestment in a tax efficient manner.  Tanger currently expects it may be able to defer approximately 80% - 90% of the estimated gains.  However, the actual amount of gain deferred, if any, is dependent on a number of factors, some of which the company does not control. Any proceeds not deferred are expected to be used for the payment of a special dividend, if required, with the balance used to pay down the company's outstanding debt balances.
Tanger Elects New Board Member
At its meeting on October 27, 2015, the company's Board of Directors elected Mr. David B. Henry to serve as an independent director effective January 1, 2016. Mr. Henry has more than 35 years of experience in the real estate industry, and is currently serving as Vice Chairman of the Board of Directors and Chief Executive Officer of Kimco Realty Corporation, until his retirement which becomes effective January 1, 2016. He joined Kimco in April 2001 and prior to his current role, served in various other executive capacities including President and Chief Investment

3


Officer. Previously, Mr. Henry spent 23 years with G.E. Capital Real Estate, the last five of which he served as Senior Vice President and Chief Investment Officer.

FFO Per Share Guidance for 2015
Management currently believes its net income available to common shareholders and funds from operations for 2015 will be as follows:
For the year ended December 31, 2015:
 
 
 
Low Range
High Range
Estimated diluted net income per share
$2.19
$2.23
Noncontrolling interest, depreciation and amortization
 
 
 
of real estate assets including noncontrolling interest
 
 
 
share and our share of unconsolidated joint ventures,
 
 
 
and gains on sale of real estate and interests in unconsolidated entities
(0.03)
(0.03)
Estimated diluted FFO per share
$2.16
$2.20

Tanger's guidance reflects average general and administrative expense of approximately $11.5 million to $12.0 million per quarter and same center net operating income growth of 3.5% to 4.0%. The components of the change in the company's FFO guidance since the previous quarter include a $0.02 per share increase related to stronger than expected operations and termination fees during the third quarter of 2015 compared to the company's previous forecast, offset by a $0.03 per share decrease related to fourth quarter 2015 dilution associated with the recent sale of five outlet centers.

Third Quarter Conference Call

Tanger will host a conference call to discuss its third quarter results for analysts, investors and other interested parties on Wednesday, October 28, 2015, at 10 a.m. Eastern Time. To access the conference call, listeners should dial 1-877-277-5113 and provide conference ID # 34699255 to be connected to the Tanger Factory Outlet Centers Third Quarter 2015 Financial Results call. Alternatively, the call will be web cast by SNL IR Solutions and can be accessed at Tanger's web site by clicking the Investor Relations link at www.tangeroutlets.com. A telephone replay of the call will be available from October 28, 2015 at 1:00 p.m. through November 11, 2015 at 11:59 p.m. by dialing 1-855-859-2056, conference ID # 34699255. An online archive of the broadcast will also be available through November 11, 2015.

About Tanger Factory Outlet Centers

Tanger Factory Outlet Centers, Inc. (NYSE: SKT), is a publicly-traded REIT that, as of October 27, 2015, operates and owns, or has an ownership interest in, a portfolio of 42 upscale outlet shopping centers in 21 states coast to coast and in Canada, totaling approximately 14.2 million square feet leased to over 3,000 stores operated by more than 470 different brand name companies. With more than 30 years experience in the outlet industry and 2 additional centers currently under construction, Tanger Outlet Centers continue to attract more than 185 million shoppers annually. Tanger is headquartered in Greensboro, North Carolina. Tanger is furnishing a Form 8-K with the Securities and Exchange Commission that includes a supplemental information package for the quarter ended September 30, 2015. For more information on Tanger Outlet Centers, call 1-800-4TANGER or visit the company's web site at www.tangeroutlet.com.


4


This news release contains forward-looking statements within the meaning of federal securities laws. These statements include, but are not limited to, estimates of future net income and FFO per share, same center net operating income, general and administrative expenses, and the dilutive impact from sales of certain properties and equity interests in unconsolidated joint ventures; improvement in the overall quality and growth profile of the portfolio; plans for new developments, expansions, and dispositions; the projected openings of proposed developments; total costs and equity requirements to complete construction of new outlet centers and the expected average stabilized yield; tenant demand for space; the renewal and re-tenanting of space and the expected timing of rent commencement for executed leases; leasable space expected to be recaptured and the opportunity to upgrade tenant mix and rental rates for such space; the use of proceeds from the property sales, the company's ability to invest the proceeds in a tax efficient manner, the amount of taxable gains associated with asset sales, and the amount of such gains that can be deferred; expected growth in longer-term cash flow and tenant sales in the core portfolio; potential future dividends; tenant sales and sales trends as well as other statements regarding plans, estimates, intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. 

These forward-looking statements are subject to risks and uncertainties. Actual results could differ materially from those projected due to various factors including, but not limited to, the risks associated with general economic and real estate conditions in the United States and Canada, the company's ability to meet its obligations on existing indebtedness or refinance existing indebtedness on favorable terms, the availability and cost of capital, whether the company's regular evaluation of acquisition and disposition opportunities results in any consummated transactions, and whether or not any such consummated transaction results in an increase or decrease in liquidity, net income or funds from operations, whether projects in our pipeline convert into successful developments, the company's ability to lease its properties, the company's ability to implement its plans and strategies for joint venture properties that it does not fully control, the company's inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, and competition. For a more detailed discussion of the factors that affect our operating results, interested parties should review the Tanger Factory Outlet Centers, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

5


TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
 
 
Three months ended
 
Nine months ended
 
 
September 30,
 
September 30,
 
 
2015
 
2014
 
2015
 
2014
REVENUES
 
 
 
 
 
 
 
 
Base rentals (a)
 
$
75,841

 
$
69,612

 
$
215,799

 
$
204,748

Percentage rentals
 
2,625

 
2,634

 
6,896

 
6,632

Expense reimbursements
 
30,542

 
29,463

 
93,815

 
90,457

Management, leasing and other services
 
1,253

 
1,225

 
4,263

 
2,548

Other income
 
2,645

 
2,255

 
5,795

 
5,799

Total revenues
 
112,906

 
105,189

 
326,568

 
310,184

EXPENSES
 
 
 
 
 
 
 
 
Property operating
 
36,231

 
32,798

 
108,921

 
102,454

General and administrative
 
11,514

 
11,334

 
34,431

 
32,817

Acquisition costs (b)
 
—

 
—

 
—

 
7

Abandoned pre-development costs (c)
 
—

 
—

 
—

 
1,596

Depreciation and amortization
 
28,785

 
25,774

 
77,046

 
77,034

Total expenses
 
76,530

 
69,906

 
220,398

 
213,908

Operating income
 
36,376

 
35,283


106,170


96,276

 
 
 
 
 
 
 
 
 
OTHER INCOME/(EXPENSE)
 
 
 
 
 
 
 
 
Interest expense
 
(13,933
)
 
(13,902
)
 
(40,110
)
 
(43,404
)
Gain on sale of assets and interests in unconsolidated entities
 
20,215

 
—

 
33,941

 
—

Other nonoperating income (expense)
 
89

 
437

 
(98
)
 
560

Income before equity in earnings of unconsolidated joint ventures
 
42,747

 
21,818

 
99,903

 
53,432

Equity in earnings of unconsolidated joint ventures
 
3,713

 
2,479

 
8,302

 
6,200

Net income
 
46,460

 
24,297

 
108,205

 
59,632

Noncontrolling interests in Operating Partnership
 
(2,364
)
 
(1,252
)
 
(5,532
)
 
(3,083
)
Noncontrolling interests in other consolidated partnerships
 
(21
)
 
(42
)
 
395

 
(80
)
Net income attributable to Tanger Factory Outlet Centers, Inc.
 
44,075

 
23,003

 
103,068

 
56,469

Allocation of earnings to participating securities
 
(494
)
 
(481
)
 
(1,210
)
 
(1,391
)
Net income available to common shareholders of
Tanger Factory Outlet Centers, Inc.
 
$
43,581

 
$
22,522

 
$
101,858

 
$
55,078

 
 
 
 
 
 
 
 
 
Basic earnings per common share:
 
 
 
 
 
 
 
 
Net income
 
$
0.46

 
$
0.24

 
$
1.08

 
$
0.59

 
 
 
 
 
 
 
 
 
Diluted earnings per common share:
 
 
 
 
 
 
 
 
Net income
 
$
0.46

 
$
0.24

 
$
1.08

 
$
0.59

 
 
 
 
 
 
 
 
 
a.
Includes straight-line rent and market rent adjustments of $1,213 and $1,043 for the three months ended and $2,959 and $3,118 for the nine months ended September 30, 2015 and 2014, respectively.
b.
Represents potential acquisition related expenses incurred during the periods presented.
c.
Represents costs related to pre-development projects no longer considered probable.


6


TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(Unaudited)
 
September 30,
 
December 31,
 
2015
 
2014
ASSETS
 
 
 
   Rental property
 
 
 
   Land
$
225,306

 
$
217,994

   Buildings, improvements and fixtures
2,173,499

 
1,947,083

   Construction in progress
63,445

 
98,526

 
2,462,250

 
2,263,603

   Accumulated depreciation
(727,921
)
 
(662,236
)
      Total rental property, net
1,734,329

 
1,601,367

   Cash and cash equivalents
20,661

 
16,875

   Restricted cash (a)
42,904

 
—

   Rental property held for sale (b)
19,286

 
46,005

   Investments in unconsolidated joint ventures
197,964

 
208,050

   Deferred lease costs and other intangibles, net
130,390

 
140,883

   Deferred debt origination costs, net
10,688

 
12,126

   Prepaids and other assets
74,577

 
72,354

         Total assets
$
2,230,799

 
$
2,097,660

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Liabilities
 
 
 
   Debt
 
 
 
Senior, unsecured notes (net of discount of $5,919 and $6,426, respectively)
$
794,080

 
$
793,574

Unsecured term loans (net of discount of $122 and $241, respectively)
267,378

 
267,259

Mortgages payable (including premiums of $2,469 and $3,031, respectively)
281,966

 
271,361

Unsecured lines of credit
195,800

 
111,000

Total debt
1,539,224

 
1,443,194

     Accounts payable and accrued expenses
90,506

 
69,558

   Deferred financing obligation
28,388

 
28,388

     Other liabilities
31,405

 
32,634

         Total liabilities
1,689,523

 
1,573,774

Commitments and contingencies
—

 
—

Equity
 
 
 
Tanger Factory Outlet Centers, Inc.
 
 
 
Common shares, $.01 par value, 300,000,000 shares authorized, 95,843,493 and 95,509,781 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively
958

 
955

   Paid in capital
802,638

 
791,566

   Accumulated distributions in excess of net income
(256,180
)
 
(281,679
)
   Accumulated other comprehensive loss
(33,943
)
 
(14,023
)
         Equity attributable to Tanger Factory Outlet Centers, Inc.
513,473

 
496,819

Equity attributable to noncontrolling interests
 
 
 
Noncontrolling interests in Operating Partnership
27,207

 
26,417

Noncontrolling interests in other consolidated partnerships
596

 
650

         Total equity
541,276

 
523,886

            Total liabilities and equity
$
2,230,799

 
$
2,097,660


a.
Represents net proceeds from the sale of four properties being held by a qualified intermediary.
b.
The September 30, 2015 balance represents the outlet center in Barstow, California, which was sold on October 5, 2015.

7


TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
(in thousands, except per share, state and center information)
(Unaudited)
 
 
Three months ended
 
Nine months ended
 
 
September 30,
 
September 30,
 
 
2015
 
2014
 
2015
 
2014
FUNDS FROM OPERATIONS (a)
 
 
 
 
 
 
 
 
Net income
 
$
46,460

 
$
24,297

 
$
108,205

 
$
59,632

Adjusted for:
 
 
 
 
 
 
 
 
Depreciation and amortization of real estate assets - consolidated
 
28,428

 
25,425

 
75,984

 
75,909

Depreciation and amortization of real estate assets - unconsolidated joint ventures
 
5,411

 
3,040

 
14,525

 
8,048

Gain on sale of assets and interests in unconsolidated entities
 
(20,215
)
 
—

 
(33,941
)
 
—

Funds from operations (FFO)
 
60,084

 
52,762

 
164,773

 
143,589

FFO attributable to noncontrolling interests in other consolidated partnerships
 
(45
)
 
(62
)
 
325

 
(139
)
Allocation of earnings to participating securities (b)
 
(640
)
 
(1,045
)
 
(1,783
)
 
(2,858
)
Funds from operations available to common shareholders
 
$
59,399

 
$
51,655

 
$
163,315

 
$
140,592

Funds from operations available to common shareholders per share - diluted
 
$
0.59

 
$
0.52

 
$
1.64

 
$
1.42

 
 
 
 
 
 
 
 
 
WEIGHTED AVERAGE SHARES
 
 
 
 
 
 
 
 
Basic weighted average common shares
 
94,746

 
93,834

 
94,675

 
93,741

Effect of notional units
 
—

 
—

 
—

 
—

Effect of outstanding options and restricted common shares
 
53

 
67

 
62

 
70

Diluted weighted average common shares (for earnings per share computations)
 
94,799

 
93,901

 
94,737

 
93,811

Exchangeable operating partnership units (c)
 
5,078

 
5,102

 
5,078

 
5,119

Diluted weighted average common shares (for funds from operations per share computations)
 
99,877

 
99,003

 
99,815

 
98,930

 
 
 
 
 
 
 
 
 
OTHER INFORMATION
 
 
 
 
 
 
 
 
Gross leasable area open at end of period -
 
 
 
 
 
 
 
 
Consolidated
 
11,568

 
11,547

 
11,568

 
11,547

Partially owned - unconsolidated
 
2,750

 
1,379

 
2,750

 
1,379

 
 
 
 
 
 
 
 
 
Outlet centers in operation at end of period -
 
 
 
 
 
 
 
 
Consolidated
 
34

 
37

 
34

 
37

Partially owned - unconsolidated
 
9

 
6

 
9

 
6

 
 
 
 
 
 
 
 
 
States operated in at end of period (d)
 
21

 
24

 
21

 
24

Occupancy at end of period (d)
 
97.2
%
 
97.7
%
 
97.2
%
 
97.7
%

8




a.
FFO is a non-GAAP financial measure. The most directly comparable GAAP measure is net income (loss), to which it is reconciled. We believe that for a clear understanding of our operating results, FFO should be considered along with net income as presented elsewhere in this report. FFO is presented because it is a widely accepted financial indicator used by certain investors and analysts to analyze and compare one equity REIT with another on the basis of operating performance. FFO is generally defined as net income (loss), computed in accordance with generally accepted accounting principles, before extraordinary items and gains (losses) on sale or disposal of depreciable operating properties, plus depreciation and amortization of real estate assets, impairment losses on depreciable real estate of consolidated real estate and after adjustments for unconsolidated partnerships and joint ventures, including depreciation and amortization, and impairment losses on investments in unconsolidated joint ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated joint ventures. We caution that the calculation of FFO may vary from entity to entity and as such the presentation of FFO by us may not be comparable to other similarly titled measures of other reporting companies. FFO does not represent net income or cash flow from operations as defined by accounting principles generally accepted in the United States of America and should not be considered an alternative to net income as an indication of operating performance or to cash flows from operations as a measure of liquidity. FFO is not necessarily indicative of cash flows available to fund dividends to shareholders and other cash needs.

b.
Notional units granted in 2010 were converted into 933,769 restricted common shares in January 2014 which vested on December 31, 2014. The restricted common shares were considered participating securities through the vesting date.

c.
The exchangeable operating partnership units (noncontrolling interest in operating partnership) are not dilutive on earnings per share computed in accordance with generally accepted accounting principles.

d.
Excludes the centers in which we have ownership interests but are held in unconsolidated joint ventures.



    


9


Exhibit 99.2
Tanger Factory Outlet Centers, Inc.
  
Supplemental Operating and Financial Data
September 30, 2015


1
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


Notice
  
  
For a more detailed discussion of the factors that affect our operating results, interested parties should review the Tanger Factory Outlet Centers, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2014.
  
This Supplemental Operating and Financial Data is not an offer to sell or a solicitation to buy any securities of the Company. Any offers to sell or solicitations to buy any securities of the Company shall be made only by means of a prospectus.


2
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


Table of Contents
Section
 
 
 
Portfolio Data:
 
 
 
Geographic Diversification
Property Summary - Occupancy at End of Each Period Shown
Portfolio Occupancy at the End of Each Period
Average Tenant Sales Per Square Foot by Outlet Center Ranking
Major Tenants
Lease Expirations as of September 30, 2015
Leasing Activity
 
 
 
 
Financial Data:
 
 
 
Consolidated Balance Sheets
Consolidated Statements of Operations
FFO and FAD Analysis
Unconsolidated Joint Venture Information
Pro Rata Balance Sheet
Pro Rata Statement of Operations
Development Summary
Debt Outstanding Summary
Future Scheduled Principal Payments
Senior Unsecured Notes Financial Covenants
 
 
Investor Information


3
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


Geographic Diversification

Consolidated Properties
As of September 30, 2015
State
# of Centers
 
GLA
 
% of GLA
South Carolina
5

 
1,593,898

 
14
%
New York
2

 
1,478,808

 
13
%
Pennsylvania
3

 
874,460

 
8
%
Georgia
2

 
692,478

 
6
%
Michigan
2

 
670,560

 
6
%
Texas
2

 
619,621

 
5
%
Connecticut
2

 
601,538

 
5
%
Delaware
1

 
565,707

 
5
%
Alabama
1

 
557,014

 
5
%
North Carolina
3

 
505,123

 
4
%
New Jersey
1

 
489,706

 
4
%
Tennessee
1

 
448,335

 
4
%
Ohio
1

 
411,776

 
3
%
Missouri
1

 
329,861

 
3
%
Utah
1

 
319,661

 
3
%
Louisiana
1

 
318,666

 
3
%
Iowa
1

 
276,331

 
2
%
New Hampshire
1

 
245,698

 
2
%
Florida
1

 
198,877

 
2
%
Maryland
1

 
198,840

 
2
%
California
1

 
171,300

 
1
%
Total
34

 
11,568,258

 
100
%
Unconsolidated Joint Venture Properties
 
# of Centers
 
GLA
 
Ownership %
Glendale, AZ
1

 
413,527

 
58.00
%
Charlotte, NC
1

 
397,837

 
50.00
%
Savannah, GA
1

 
377,286

 
50.00
%
Texas City, TX
1

 
352,705

 
50.00
%
National Harbor, MD
1

 
338,786

 
50.00
%
Cookstown, ON
1

 
308,803

 
50.00
%
Ottawa, ON (1)
1

 
284,218

 
50.00
%
Bromont, QC
1

 
161,449

 
50.00
%
Saint-Sauveur, QC
1

 
115,717

 
50.00
%
Total
9

 
2,750,328

 
 
(1)
Excludes square feet to be completed and turned over to a magnet tenant at a later date.

4
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


Property Summary - Occupancy at End of Each Period Shown

Consolidated properties
 
 
 
 
 
 
 
 
 
 
Location
Total GLA
9/30/15
 
% Occupied
9/30/15
 
% Occupied
6/30/15
 
% Occupied
3/31/15
 
% Occupied
12/31/14
 
% Occupied
9/30/14
Deer Park, NY
749,074

 
95
%
 
94
%
 
94
%
 
95
%
 
95
%
Riverhead, NY
729,734

 
98
%
 
97
%
 
97
%
 
99
%
 
98
%
Rehoboth Beach, DE
565,707

 
100
%
 
99
%
 
98
%
 
98
%
 
98
%
Foley, AL
557,014

 
93
%
 
96
%
 
96
%
 
96
%
 
96
%
Atlantic City, NJ
489,706

 
94
%
 
95
%
 
94
%
 
94
%
 
90
%
Sevierville, TN
448,335

 
100
%
 
100
%
 
99
%
 
100
%
 
100
%
San Marcos, TX
441,821

 
98
%
 
95
%
 
97
%
 
99
%
 
99
%
Myrtle Beach Hwy 501, SC
425,247

 
97
%
 
98
%
 
96
%
 
96
%
 
98
%
Jeffersonville, OH
411,776

 
99
%
 
97
%
 
98
%
 
98
%
 
97
%
Myrtle Beach Hwy 17, SC
402,791

 
99
%
 
100
%
 
100
%
 
100
%
 
100
%
Charleston, SC
382,117

 
99
%
 
99
%
 
99
%
 
99
%
 
99
%
Pittsburgh, PA
372,958

 
100
%
 
99
%
 
99
%
 
100
%
 
100
%
Commerce II, GA
371,408

 
97
%
 
96
%
 
92
%
 
99
%
 
99
%
Grand Rapids, MI
350,671

 
93
%
 
N/A

 
N/A

 
N/A

 
N/A

Branson, MO
329,861

 
100
%
 
99
%
 
98
%
 
100
%
 
100
%
Locust Grove, GA
321,070

 
100
%
 
99
%
 
100
%
 
100
%
 
100
%
Howell, MI
319,889

 
94
%
 
93
%
 
93
%
 
98
%
 
98
%
Park City, UT
319,661

 
99
%
 
99
%
 
99
%
 
99
%
 
100
%
Mebane, NC
318,910

 
95
%
 
100
%
 
97
%
 
100
%
 
99
%
Gonzales, LA
318,666

 
100
%
 
100
%
 
100
%
 
100
%
 
100
%
Foxwoods, CT
311,640

 
94
%
 
91
%
 
N/A

 
N/A

 
N/A

Westbrook, CT
289,898

 
93
%
 
95
%
 
95
%
 
96
%
 
95
%
Williamsburg, IA
276,331

 
99
%
 
97
%
 
99
%
 
100
%
 
100
%
Lancaster, PA
254,002

 
99
%
 
99
%
 
99
%
 
100
%
 
100
%
Hershey, PA
247,500

 
98
%
 
95
%
 
100
%
 
100
%
 
100
%
Tilton, NH
245,698

 
98
%
 
96
%
 
96
%
 
99
%
 
98
%
Hilton Head II, SC
206,544

 
95
%
 
95
%
 
95
%
 
100
%
 
100
%
Fort Myers, FL
198,877

 
90
%
 
91
%
 
93
%
 
91
%
 
90
%
Ocean City, MD
198,840

 
99
%
 
99
%
 
97
%
 
98
%
 
99
%
Terrell, TX
177,800

 
97
%
 
95
%
 
96
%
 
99
%
 
100
%
Hilton Head I, SC
177,199

 
97
%
 
100
%
 
100
%
 
100
%
 
99
%
Barstow, CA
171,300

 
100
%
 
100
%
 
100
%
 
100
%
 
100
%
Blowing Rock, NC
104,052

 
100
%
 
97
%
 
97
%
 
100
%
 
97
%
Nags Head, NC
82,161

 
100
%
 
100
%
 
94
%
 
100
%
 
100
%
Kittery I, ME(3)
N/A

 
N/A

 
100
%
 
100
%
 
100
%
 
93
%
Kittery II, ME(3)
N/A

 
N/A

 
92
%
 
100
%
 
100
%
 
100
%
Lincoln City, OR (2)
N/A

 
N/A

 
N/A

 
N/A

 
N/A

 
98
%
Tuscola, IL(3)
N/A

 
N/A

  
88
%
  
85
%
 
87
%
 
87
%
West Branch, MI(3)
N/A

 
N/A

  
88
%
  
88
%
 
94
%
 
94
%
Total
11,568,258

 
97
%
(1),(4) 
97
%
(1) 
97
%
 
98
%
 
98
%
(1)
Excludes the occupancy rate at our Foxwoods, CT center and Grand Rapids, MI center which opened during the second and third quarters of 2015, respectively, and have not yet stabilized.
(2)
Sold center in December 2014.
(3)
Sold centers in September 2015.
(4)
Excludes the occupancy rate at our Barstow, CA outlet center which was sold on October 5, 2015.

5
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


Unconsolidated joint venture properties
 
 
 
 
 
 
 
 
 
 
Location
Total GLA
9/30/15
 
% Occupied
9/30/15
 
% Occupied
6/30/15
 
% Occupied
3/31/15
 
% Occupied
12/31/14
 
% Occupied
9/30/14
Glendale, AZ
413,527

 
100
%
 
99
%
 
99
%
 
97
%
 
100
%
Charlotte, NC (1)
397,837

 
99
%
 
99
%
 
98
%
 
99
%
 
99
%
Savannah, GA (2)
377,286

 
99
%
 
96
%
 
N/A

 
N/A

 
N/A

Texas City, TX
352,705

 
99
%
 
100
%
 
98
%
 
100
%
 
100
%
National Harbor, MD
338,786

 
99
%
 
99
%
 
97
%
 
100
%
 
100
%
Cookstown, ON
308,803

 
100
%
 
93
%
 
96
%
 
96
%
 
95
%
Ottawa, ON (3) (4)
284,218

 
97
%
 
95
%
 
92
%
 
95
%
 
N/A

Bromont, QC
161,449

 
74
%
 
74
%
 
73
%
 
81
%
 
81
%
Saint-Sauveur, QC
115,717

 
97
%
 
97
%
 
92
%
 
100
%
 
100
%
Wisconsin Dells, WI (5)
N/A

 
N/A

 
N/A

 
N/A

 
100
%
 
100
%
Total
2,750,328

 
97
%
 
96
%
 
95
%
 
97
%
 
98
%
(1)
Center opened in July 2014.
(2)
Center opened in April 2015.
(3)
Excludes square feet to be completed and turned over to a magnet tenant at a later date.
(4)
Center opened in October 2014.
(5)
Sold our equity interest in center in February 2015.






6
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


Portfolio Occupancy at the End of Each Period (1) 

(1) Excludes unconsolidated outlet centers. See table on page 4.




7
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


Average Tenant Sales Per Square Foot by Outlet Center Ranking As of September 30, 2015(1) 
 
 
 12 Months
 Period End
 Sq Ft
% of
% of Portfolio
 Ranking (2)
 SPSF
 Occupancy %
 (in thousands)
 Square Feet
 NOI (3)
Consolidated Centers
 
 
 
 
 
Centers 1 - 5
$
525

97
%
2,328

22
%
26
%
Centers 6 - 10
$
451

99
%
1,730

16
%
20
%
Centers 11 - 15
$
399

98
%
1,953

18
%
19
%
Centers 16 - 20
$
352

98
%
1,672

16
%
15
%
Centers 21 - 25
$
310

96
%
1,664

15
%
12
%
Centers 26 - 31
$
277

96
%
1,387

13
%
8
%
 
 
 
 
 
 
 
 
 
 Cumulative
 Cumulative
 Cumulative
 Cumulative
 Cumulative
 
 
 12 Months
 Period End
 Sq Ft
% of
% of Portfolio
 Ranking (2)
 SPSF
 Occupancy %
 (in thousands)
 Square Feet
 NOI (3)
Consolidated Centers
 
 
 
 
 
Centers 1 - 5
$
525

97
%
2,328

22
%
26
%
Centers 1 - 10
$
489

98
%
4,058

38
%
46
%
Centers 1 - 15
$
457

98
%
6,011

56
%
65
%
Centers 1 - 20
$
433

98
%
7,683

72
%
80
%
Centers 1 - 25
$
411

98
%
9,347

87
%
92
%
Centers 1 - 31
$
394

97
%
10,734

100
%
100
%
 
 





Unconsolidated centers (4)
$
403

99
%
1,503

n/a

n/a

 
 
 
 
 
 
 
(1)
Sales are based on reports by retailers leasing outlet center stores for the trailing 12 months for tenants which have occupied such stores for a minimum of 12 months. Sales per square foot are based on all tenants less then 20,000 square feet in size. Centers are ranked by sales per square foot as of September 30, 2015.
 
 
 
 
 
 
 
(2)
Outlet centers included in each ranking group (in alphabetical order) are as follows :
 
Centers 1 - 5: Deer Park, NY; Mebane, NC; Nags Head, NC; Riverhead, NY; Sevierville, TN
 
Centers 6 - 10: Branson, MO; Hilton Head I, SC; Lancaster, PA; Myrtle Beach 17, SC; Rehoboth Beach, DE
 
Centers 11 - 15: Atlantic City, NJ; Charleston, SC; Gonzales, LA; Locust Grove, GA; San Marcos, TX
 
Centers 16 - 20: Hershey, PA; Howell, MI; Jeffersonville, OH; Park City, UT; Pittsburgh, PA
 
 
Centers 21 - 25: Blowing Rock, NC; Commerce II, GA; Foley, AL; Hilton Head II, SC; Myrtle Beach 501, SC
 
Centers 26 - 31: Ocean City, MD; Fort Myers, FL; Terrell, TX; Tilton, NH; Westbrook, CT; Williamsburg, IA
 
 
 
Excludes outlet centers not open for 12 full calendar months and the Barstow, CA center sold in October 2015.
 
 
 
 
 
 
 
(3)
% of Portfolio NOI is based on the company’s forecast of 2015 property level net operating income which is defined as total operating revenues less property operating expenses and excludes termination fees and non-cash adjustments including straight-line rent, net above and below market rent amortization and gains or losses on sale of outparcels. The Company’s forecast is based on management’s estimates as of September 30, 2015 and may be considered a forward-looking statement which is subject to risks and uncertainties. Actual results could differ materially from those projected due to various factors including, but not limited to, the risks associated with general economic and real estate conditions.  For a more detailed discussion of the factors that affect our operating results, interested parties should review the Tanger Factory Outlet Centers, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2014.
 
 
 
 
 
 
 
(4)
Includes domestic outlet centers open 12 full calendar months (Charlotte, NC; Glendale, AZ; National Harbor, MD; Texas City, TX).

8
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


Major Tenants (1) 
Ten Largest Tenants as of September 30, 2015
Tenant
# of
Stores

 
GLA

 
% of
Total GLA

The Gap, Inc.
88

 
933,215

 
8.1
%
Ascena Retail Group, Inc.
139

 
855,533

 
7.4
%
PVH Corp.
78

 
432,881

 
3.7
%
Nike, Inc.
37

 
405,234

 
3.5
%
V. F. Corporation
43

 
370,855

 
3.2
%
Ralph Lauren Corporation
38

 
354,946

 
3.1
%
G-III Apparel Group, Ltd.
70

 
334,133

 
2.9
%
Adidas AG
41

 
285,462

 
2.5
%
Carter's, Inc.
62

 
282,811

 
2.4
%
Hanes Brands
43

 
228,758

 
2.0
%
Total of All Listed Above
639

 
4,483,828

 
38.8
%
(1)
Excludes unconsolidated outlet centers. See table on page 4.





9
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


Lease Expirations as of September 30, 2015



(1) Excludes unconsolidated outlet centers. See table on page 4.


10
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


Leasing Activity (1) (2) 
 
3/31/2015
 
6/30/2015
 
9/30/2015
 
12/31/2015
 
Year to Date
 
Prior
Year to
Date(3)
Re-tenanted Space :
 
 
 

 
 

 
 
 
 

 
 

Number of leases
69

 
26

 
20

 

 
115

 
131

Gross leasable area
262,689

 
93,579

 
74,004

 

 
430,272

 
459,735

New initial base rent per square foot
$
27.71

 
$
29.98

 
$
27.74

 

 
$
28.21

 
$
30.13

Prior expiring base rent per square foot
$
24.90

 
$
24.05

 
$
24.07

 

 
$
24.57

 
$
24.31

Percent increase
11.3
%
 
24.7
%
 
15.3
%
 

 
14.8
%
 
23.9
%
 
 
 
 
 
 
 
 
 
 
 
 
New straight line base rent per square foot
$
31.15

 
$
33.85

 
$
30.60

 

 
$
31.64

 
$
32.84

Prior straight line base rent per square foot
$
24.67

 
$
23.46

 
$
23.08

 

 
$
24.13

 
$
24.15

Percent increase
26.3
%
 
44.3
%
 
32.6
%
 

 
31.1
%
 
36.0
%
 
 
 
 
 
 
 
 
 
 
 
 
Renewed Space:
 
 
 
 
 
 
 
 
 
 
 
Number of leases
172

 
43

 
27

 

 
242

 
233

Gross leasable area
833,106

 
184,777

 
113,394

 

 
1,131,277

 
1,097,175

New initial base rent per square foot
$
24.94

 
$
26.40

 
$
24.29

 

 
$
25.11

 
$
22.22

Prior expiring base rent per square foot
$
22.38

 
$
22.67

 
$
22.09

 

 
$
22.40

 
$
20.03

Percent increase
11.5
%
 
16.4
%
 
9.9
%
 

 
12.1
%
 
10.9
%
 
 
 
 
 
 
 
 
 
 
 
 
New straight line base rent per square foot
$
26.53

 
$
27.58

 
$
24.93

 

 
$
26.54

 
$
23.18

Prior straight line base rent per square foot
$
21.74

 
$
22.03

 
$
21.79

 

 
$
21.79

 
$
19.61

Percent increase
22.0
%
 
25.3
%
 
14.4
%
 

 
21.8
%
 
18.2
%
 
 
 
 
 
 
 
 
 
 
 
 
Total Re-tenanted and Renewed Space (3):
 
 
 
 
 
 
 
 
 
 
 
Number of leases
241

 
69

 
47

 

 
357

 
364

Gross leasable area
1,095,795

 
278,356

 
187,398

 

 
1,561,549

 
1,556,910

New initial base rent per square foot
$
25.60

 
$
27.60

 
$
25.65

 

 
$
25.96

 
$
24.56

Prior expiring base rent per square foot
$
22.98

 
$
23.13

 
$
22.87

 

 
$
23.00

 
$
21.29

Percent increase
11.4
%
 
19.3
%
 
12.2
%
 

 
12.9
%
 
15.4
%
 
 
 
 
 
 
 
 
 
 
 
 
New straight line base rent per square foot
$
27.64

 
$
29.69

 
$
27.17

 

 
$
27.95

 
$
26.03

Prior straight line base rent per square foot
$
22.44

 
$
22.51

 
$
22.30

 

 
$
22.43

 
$
20.95

Percent increase
23.1
%
 
31.9
%
 
21.8
%
 

 
24.6
%
 
24.2
%
(1)
Excludes unconsolidated outlet centers. See table on page 4.
(2)
All 2015 information excludes the outlet centers in Kittery I & II, ME; Tuscola, IL; and West Branch, MI, which were sold on September 30, 2015, and Barstow, CA, which was sold on October 5, 2015.
(3)
Excludes outlet center in Lincoln City, Oregon, which was sold in December 2014.


11
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015

Consolidated Balance Sheets (dollars in thousands)
 
9/30/2015
 
6/30/2015
 
3/31/2015
 
12/31/2014
 
9/30/2014
ASSETS
 
 
 
 
 
 
 
 
 
Rental property
 
 
 
 
 
 
 
 
 
Land
$
225,306

 
$
217,994

 
$
217,994

 
$
217,994

 
$
230,415

Buildings, improvements and fixtures
2,173,499

 
2,078,946

 
1,950,092

 
1,947,083

 
2,043,583

Construction in progress
63,445

 
95,167

 
154,328

 
98,526

 
75,000

 
2,462,250

 
2,392,107

 
2,322,414

 
2,263,603

 
2,348,998

Accumulated depreciation
(727,921
)
 
(699,836
)
 
(680,739
)
 
(662,236
)
 
(708,515
)
Total rental property, net
1,734,329

 
1,692,271

 
1,641,675

 
1,601,367

 
1,640,483

Cash and cash equivalents
20,661

 
16,949

 
14,661

 
16,875

 
10,824

Restricted cash
42,904

 
—

 
—

 
—

 
—

Rental property held for sale
19,286

 
46,862

 
46,530

 
46,005

 
—

Investments in unconsolidated joint ventures
197,964

 
212,939

 
205,083

 
208,050

 
249,659

Deferred lease costs and other intangibles, net
130,390

 
133,909

 
137,478

 
140,883

 
146,642

Deferred debt origination costs, net
10,688

 
11,417

 
11,606

 
12,126

 
9,794

Prepaids and other assets
74,577

 
74,393

 
71,924

 
72,354

 
82,715

Total assets
$
2,230,799

 
$
2,188,740

 
$
2,128,957

 
$
2,097,660

 
$
2,140,117

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
Debt
 
 
 
 
 
 
 
 
 
Senior, unsecured notes, net of discounts
$
794,080

 
$
793,910

 
$
793,741

 
$
793,574

 
$
794,729

Unsecured term loans, net of discounts
267,378

 
267,338

 
267,298

 
267,259

 
267,219

Mortgages payable, including premiums
281,966

 
276,942

 
285,068

 
271,361

 
247,240

Unsecured lines of credit
195,800

 
176,300

 
115,700

 
111,000

 
139,800

Total debt
1,539,224

 
1,514,490

 
1,461,807

 
1,443,194

 
1,448,988

Accounts payable and accruals
90,506

 
83,787

 
80,835

 
69,558

 
79,227

Deferred financing obligation
28,388

 
28,388

 
28,388

 
28,388

 
28,388

Other liabilities
31,405

 
30,639

 
31,076

 
32,634

 
29,300

Total liabilities
1,689,523

 
1,657,304

 
1,602,106

 
1,573,774

 
1,585,903

Commitments and contingencies
—

 
—

 
—

 
—

 
—

Equity
 
 
 
 
 
 
 
 
 
Tanger Factory Outlet Centers, Inc.
 
 
 
 
 
 
 
 
 
Common shares
958

 
958

 
958

 
955

 
959

Paid in capital
802,638

 
798,587

 
794,652

 
791,566

 
801,363

Accumulated distributions in excess of net income
(256,180
)
 
(272,948
)
 
(270,124
)
 
(281,679
)
 
(276,218
)
Accumulated other comprehensive loss
(33,943
)
 
(22,470
)
 
(25,755
)
 
(14,023
)
 
(7,382
)
  Equity attributable to Tanger Factory Outlet
  Centers, Inc.
513,473

 
504,127

 
499,731

 
496,819

 
518,722

Equity attributable to noncontrolling interests
 
 
 
 
 
 
 
 
 
Noncontrolling interests in Operating Partnership
27,207

 
26,712

 
26,481

 
26,417

 
27,595

Noncontrolling interest in other consolidated partnerships
596

 
597

 
639

 
650

 
7,897

Total equity
541,276

 
531,436

 
526,851

 
523,886

 
554,214

Total liabilities and equity
$
2,230,799

 
$
2,188,740

 
$
2,128,957

 
$
2,097,660

 
$
2,140,117


12
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


Consolidated Statements of Operations (dollars and shares in thousands)
 
 
 
Three Months Ended
 
YTD
 
9/30/15
 
6/30/15
 
3/31/15
 
12/31/14
 
9/30/14
 
 
9/30/15
 
9/30/14
REVENUES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Base rentals
$
75,841

 
$
72,329

 
$
67,629

 
$
69,732

 
$
69,612

 
 
$
215,799

 
$
204,748

Percentage rentals
2,625

 
2,042

 
2,229

 
3,675

 
2,634

 
 
6,896

 
6,632

Expense reimbursements
30,542

 
29,909

 
33,364

 
32,075

 
29,463

 
 
93,815

 
90,457

Management, leasing and other services
1,253

 
1,727

 
1,283

 
1,043

 
1,225

 
 
4,263

 
2,548

Other income
2,645

 
1,729

 
1,421

 
1,849

 
2,255

 
 
5,795

 
5,799

Total revenues
112,906

 
107,736

 
105,926

 
108,374

 
105,189

 
 
326,568

 
310,184

EXPENSES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property operating
36,231

 
34,958

 
37,732

 
34,968

 
32,798

 
 
108,921

 
102,454

General and administrative
11,514

 
11,612

 
11,305

 
11,652

 
11,334

 
 
34,431

 
32,817

Acquisition costs
—

 
—

 
—

 
—

 
—

 
 
—

 
7

Abandoned pre-development costs
—

 
—

 
—

 
769

 
—

 
 
—

 
1,596

Depreciation and amortization
28,785

 
24,272

 
23,989

 
25,398

 
25,774

 
 
77,046

 
77,034

Total expenses
76,530

 
70,842

 
73,026

 
72,787

 
69,906

 
 
220,398

 
213,908

Operating income
36,376

 
36,894

 
32,900

 
35,587

 
35,283

 
 
106,170

 
96,276

OTHER INCOME/(EXPENSE)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
(13,933
)
 
(13,088
)
 
(13,089
)
 
(14,527
)
 
(13,902
)
 
 
(40,110
)
 
(43,404
)
Loss on early extinguishment of debt
—

 
—

 
—

 
(13,140
)
 
—

 
 
—

 
—

Gain on sale of assets and interests in unconsolidated entities
20,215

 
—

 
13,726

 
7,513

 
—

 
 
33,941

 
—

Other nonoperating income (expense)
89

 
(493
)
 
306

 
234

 
437

 
 
(98
)
 
560

Income before equity in earnings of unconsolidated joint ventures
42,747

 
23,313

 
33,843

 
15,667

 
21,818

 
 
99,903

 
53,432

Equity in earnings of unconsolidated joint ventures
3,713

 
2,046

 
2,543

 
2,853

 
2,479

 
 
8,302

 
6,200

Net income
46,460

 
25,359

 
36,386

 
18,520

 
24,297

 
 
108,205

 
59,632

Noncontrolling interests in Operating Partnership
(2,364
)
 
(1,313
)
 
(1,855
)
 
(954
)
 
(1,252
)
 
 
(5,532
)
 
(3,083
)
Noncontrolling interests in other consolidated partnerships
(21
)
 
435

 
(19
)
 
(24
)
 
(42
)
 
 
395

 
(80
)
Net income attributable to Tanger Factory Outlet Centers, Inc.
44,075

 
24,481

 
34,512

 
17,542

 
23,003

 
 
103,068

 
56,469

Allocation to participating securities
(494
)
 
(308
)
 
(408
)
 
(481
)
 
(481
)
 
 
(1,210
)
 
(1,391
)
Net income available to common shareholders
$
43,581

 
$
24,173

 
$
34,104

 
$
17,061

 
$
22,522

 
 
$
101,858

 
$
55,078

Basic earnings per common share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
0.46

 
$
0.26

 
$
0.36

 
$
0.18

 
$
0.24

 
 
$
1.08

 
$
0.59

Diluted earnings per common share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
0.46

 
$
0.26

 
$
0.36

 
$
0.18

 
$
0.24

 
 
$
1.08

 
$
0.59

Weighted average common shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
94,746

 
94,741

 
94,536

 
93,851

 
93,834

 
 
94,675

 
93,741

Diluted
94,799

 
94,795

 
94,697

 
93,922

 
93,902

 
 
94,737

 
93,811


13
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


FFO and FAD Analysis (dollars and shares in thousands)
 
 
 
Three Months Ended
 
YTD
 
9/30/15
 
6/30/15
 
3/31/15
 
12/31/14
 
9/30/14
 
 
9/30/15
 
9/30/14
Funds from operations:
 
 
 
 
 
 
 
 
 
 
 
 

 
 

Net income
$
46,460

 
$
25,359

 
$
36,386

 
$
18,520

 
$
24,297

 
 
$
108,205

 
$
59,632

Adjusted for -
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization of real estate assets - consolidated properties
28,428

 
23,919

 
23,637

 
25,052

 
25,425

 
 
75,984

 
75,909

Depreciation and amortization of real estate assets - unconsolidated joint ventures
5,411

 
5,038

 
4,076

 
4,164

 
3,040

 
 
14,525

 
8,048

Gain on sale of assets and interests in unconsolidated entities
(20,215
)
 
—

 
(13,726
)
 
(7,513
)
 
—

 
 
(33,941
)
 
—

Funds from operations
60,084

 
54,316

 
50,373

 
40,223

 
52,762

 
 
164,773

 
143,589

FFO attributable to noncontrolling interests in other consolidated partnerships
(45
)
 
412

 
(42
)
 
(46
)
 
(62
)
 
 
325

 
(139
)
Allocation to participating securities
(640
)
 
(583
)
 
(560
)
 
(795
)
 
(1,045
)
 
 
(1,783
)
 
(2,858
)
Funds from operations available to
    common shareholders
$
59,399

 
$
54,145

 
$
49,771

 
$
39,382

 
$
51,655

 
 
$
163,315

 
$
140,592

Funds from operations per share
$
0.59

 
$
0.54

 
$
0.50

 
$
0.40

 
$
0.52

 
 
$
1.64

 
$
1.42

Funds available for distribution to common shareholders:
 
 

 
 

 
 
 
 
 

Funds from operations
$
59,399

 
$
54,145

 
$
49,771

 
$
39,382

 
$
51,655

 
 
$
163,315

 
$
140,592

Adjusted for -
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate depreciation excluded above
357

 
353

 
352

 
346

 
349

 
 
1,062

 
1,125

Amortization of finance costs
694

 
603

 
599

 
728

 
547

 
 
1,896

 
1,654

Amortization of net debt discount (premium)
139

 
(88
)
 
14

 
(328
)
 
(92
)
 
 
65

 
(273
)
Amortization of share-based compensation
3,994

 
3,953

 
3,613

 
3,817

 
3,813

 
 
11,560

 
10,934

Straight line rent adjustment
(1,924
)
 
(1,549
)
 
(1,269
)
 
(1,047
)
 
(1,666
)
 
 
(4,742
)
 
(5,027
)
Market rent adjustment
825

 
383

 
916

 
961

 
734

 
 
2,124

 
2,247

2nd generation tenant allowances
(1,428
)
 
(4,128
)
 
(956
)
 
(6,718
)
 
(2,570
)
 
 
(6,512
)
 
(8,824
)
Capital improvements
(3,555
)
 
(4,558
)
 
(2,738
)
 
(7,668
)
 
(12,701
)
 
 
(10,851
)
 
(29,251
)
Adjustments from unconsolidated joint ventures
(506
)
 
(399
)
 
(479
)
 
(940
)
 
(286
)
 
 
(1,384
)
 
(543
)
Funds available for distribution
$
57,995

 
$
48,715

 
$
49,823

 
$
28,533

 
$
39,783

 
 
$
156,533

 
$
112,634

Funds available for distribution
   per share
$
0.58

 
$
0.49

 
$
0.50

 
$
0.29

 
$
0.40

 
 
$
1.57

 
$
1.14

Dividends paid per share
$
0.285

 
$
0.285

 
$
0.240

 
$
0.240

 
$
0.240

 
 
$
0.810

 
$
0.705

FFO payout ratio
48
%
 
53
%
 
48
%
 
60
%
 
46
%
 
 
49
%
 
50
%
FAD payout ratio
49
%
 
58
%
 
48
%
 
83
%
 
60
%
 
 
52
%
 
62
%
Diluted weighted average common shs.
99,877

 
99,873

 
99,775

 
99,023

 
99,003

 
 
99,815

 
98,930


14
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


Unconsolidated Joint Venture Information

The following table details certain information as of September 30, 2015, except for Net Operating Income ("NOI") which is for the nine months ended September 30, 2015, about various unconsolidated real estate joint ventures in which we have an ownership interest (dollars in millions):
Joint Venture
 
Center Location
 
Ownership %
 
Square Feet
 
Tanger's Share of Total Assets
 
Tanger's Share of NOI
 
Tanger's Share of Debt
Charlotte (1)
 
Charlotte, NC
 
50.0
%
 
397,837

 
$
44.0

 
$
5.2

 
$
45.0

 
 
 
 
 
 
 
 
 
 
 
 
 
Columbus (2)
 
Columbus, OH
 
50.0
%
 
—

 
12.3

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
Galveston/Houston
 
Texas City, TX
 
50.0
%
 
352,705

 
32.6

 
3.7

 
32.5

 
 
 
 
 
 
 
 
 
 
 
 
 
National Harbor
 
National Harbor, MD
 
50.0
%
 
338,786

 
51.4

 
4.1

 
41.8

 
 
 
 
 
 
 
 
 
 
 
 
 
RioCan Canada (3)
 
Various
 
50.0
%
 
870,187

 
129.7

 
4.7

 
5.9

 
 
 
 
 
 
 
 
 
 
 
 
 
Savannah (4) (5)
 
Savannah, GA
 
50.0
%
 
377,286

 
98.2

 
4.2

 
42.6

 
 
 
 
 
 
 
 
 
 
 
 
 
Westgate
 
Glendale, AZ
 
58.0
%
 
413,527

 
49.8

 
4.3

 
36.0

 
 
 
 
 
 
 
 
 
 
 
 
 
Wisconsin Dells (6)
 
Wisconsin Dells, WI
 
50.0
%
 
N/A

 
—

 
0.3

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
$
418.0

 
$
26.5

 
$
203.8

(1)
Center opened on July 31, 2014.
(2)
Center is currently under construction.
(3)
Includes a 161,449 square foot center in Bromont, Quebec, a 308,803 square foot center in Cookstown, Ontario, a 284,218 square foot center in Ottawa, Ontario (which opened on October 17, 2014), a 115,717 square foot center in Saint-Sauveur, Quebec, as well as due diligence costs for additional potential sites in Canada.
(4)
Based on capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in the venture's cash flow to be greater than indicated in the Tanger Ownership column, which states our legal interest in this venture. As of September 30, 2015, based upon the liquidation proceeds we would receive from a hypothetical liquidation of our investment based on depreciated book value, our estimated economic interest in the venture was approximately 98%. Our economic interest may fluctuate based on a number of factors, including mortgage financing, partnership capital contributions and distributions, and proceeds from gains or losses of asset sales.
(5)
Center opened on April 16, 2015.
(6)
In February 2015, we closed on the sale of our equity interest in the joint venture in Wisconsin Dells.








15
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


Non-GAAP Pro Rata Balance Sheet and Income Statement
The following pro rata information is not, and is not intended to be, a presentation in accordance with GAAP. The pro rata balance sheet and income statement data reflect our proportionate economic ownership of each asset in our portfolio that we do not wholly own. These assets may be found in the table above entitled, “Unconsolidated Joint Venture Information.” The amounts shown in the column labeled “Consolidated” were prepared on a basis consistent with the Company’s consolidated financial statements as filed with the SEC on the most recent Form 10-Q or 10-K, as applicable. The amounts in the column labeled “Pro Rata Portion Unconsolidated Joint Ventures” were derived on a property-by-property basis by applying to each financial statement line item the ownership percentage interest used to arrive at our share of net income or loss during the period when applying the equity method of accounting. A similar calculation was performed for the amounts in the column labeled “Pro Rata Portion Noncontrolling interests.”
We do not control the unconsolidated joint ventures and the presentations of the assets and liabilities and revenues and expenses do not represent our legal claim to such items. The operating agreements of the unconsolidated joint ventures generally provide that partners may receive cash distributions (1) quarterly, to the extent there is available cash from operations, (2) upon a capital event, such as a refinancing or sale or (3) upon liquidation of the venture. The amount of cash each partner receives is based upon specific provisions of each operating agreement and vary depending on factors including the amount of capital contributed by each partner and whether any contributions are entitled to priority distributions. Upon liquidation of the joint venture and after all liabilities, priority distributions and initial equity contributions have been repaid, the partners generally would be entitled to any residual cash remaining based on the legal ownership percentage shown in the table above entitled “Unconsolidated Joint Venture Information”.

We provide pro rata balance sheet and income statement information because we believe it assists investors and analysts in estimating our economic interest in our unconsolidated joint ventures when read in conjunction with the Company’s reported results under GAAP. The presentation of pro rata financial statements has limitations as an analytical tool. Some of these limitations include:

•The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and
•Other companies in our industry may calculate their pro rata interest differently than we do, limiting the usefulness as a comparative measure.
Because of these limitations, the pro rata balance sheet and income statement should not be considered in isolation or as a substitute for our financial statements as reported under GAAP, We compensate for these limitations by relying primarily on our GAAP results and using the pro rata balance sheet and income statement only supplementally.


16
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


Non-GAAP Pro Rata Balance Sheet as of September 30, 2015 (dollars in thousands)
 
 
 
Non-GAAP Pro Rata Adjustments
 
 
 
Consolidated
 
Pro Rata Portion Noncontrolling Interests
 
Pro Rata Portion Unconsolidated Joint Ventures
 
Non-GAAP
Pro Rata Balance Sheet
ASSETS
 
 
 
 
 
 
 
Rental property
 
 
 
 
 
 
 
Land
$
225,306

 
$
—

 
$
55,557

 
$
280,863

Buildings, improvements and fixtures
2,173,499

 
(160
)
 
336,711

 
2,510,050

Construction in progress
63,445

 
—

 
16,960

 
80,405

 
2,462,250

 
(160
)
 
409,228

 
2,871,318

Accumulated depreciation
(727,921
)
 
—

 
(27,937
)
 
(755,858
)
Total rental property, net
1,734,329

 
(160
)
 
381,291

 
2,115,460

Cash and cash equivalents
20,661

 
—

 
16,249

 
36,910

Restricted cash
42,904

 
—

 
—

 
42,904

Rental property held for sale
19,286

 
—

 
—

 
19,286

Investments in unconsolidated joint ventures
197,964

 
(436
)
 
(197,528
)
 
—

Deferred lease costs and other intangibles, net
130,390

 
—

 
10,292

 
140,682

Deferred debt origination costs, net
10,688

 
—

 
2,605

 
13,293

Prepaids and other assets
74,577

 
—

 
4,471

 
79,048

Total assets
$
2,230,799

 
$
(596
)
 
$
217,380

 
$
2,447,583

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Debt
 
 
 
 
 
 
 
Senior, unsecured notes, net of discounts
$
794,080

 
$
—

 
$
—

 
$
794,080

Unsecured term loans, net of discounts
267,378

 
—

 
—

 
267,378

Mortgages payable, including premiums
281,966

 
—

 
203,818

 
485,784

Unsecured lines of credit
195,800

 
—

 
—

 
195,800

Total debt
1,539,224

 
—

 
203,818

 
1,743,042

Accounts payable and accruals
90,506

 
—

 
15,006

 
105,512

Deferred financing obligation
28,388

 
—

 
—

 
28,388

Other liabilities
31,405

 
—

 
(1,444
)
 
29,961

Total liabilities
1,689,523

 
—

 
217,380

 
1,906,903

Commitments and contingencies
—

 
—

 
—

 
—

Equity
 
 
 
 
 
 
 
Tanger Factory Outlet Centers, Inc.
 
 
 
 
 
 
 
Common shares
958

 
—

 
—

 
958

Paid in capital
802,638

 
—

 
—

 
802,638

Accumulated distributions in excess of net income
(256,180
)
 
—

 
—

 
(256,180
)
Accumulated other comprehensive income
(33,943
)
 
—

 
—

 
(33,943
)
Equity attributable to Tanger Factory Outlet Centers, Inc.
513,473

 
—

 
—

 
513,473

Equity attributable to noncontrolling interests
 
 
 
 
 
 
 
Noncontrolling interests in Operating Partnership
27,207

 
—

 
—

 
27,207

Noncontrolling interest in other consolidated partnerships
596

 
(596
)
 
—

 
—

Total equity
541,276

 
(596
)
 
—

 
540,680

Total liabilities and equity
$
2,230,799

 
$
(596
)
 
$
217,380

 
$
2,447,583


17
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


Non-GAAP Pro Rata Statement of Operations year to date September 30, 2015 (dollars in thousands)
 
 
 
Non-GAAP Pro Rata Adjustments
 
 
 
Consolidated
 
Pro Rata Portion Noncontrolling Interests
 
Pro Rata Portion Unconsolidated Joint Ventures
 
Non-GAAP
Pro Rata Statement of Operations
REVENUES
 
 
 
 
 
 
 
Base rentals
$
215,799

 
$
(10
)
 
$
27,250

 
$
243,039

Percentage rentals
6,896

 
—

 
1,363

 
8,259

Expense reimbursements
93,815

 
(5
)
 
13,943

 
107,753

Management, leasing and other services
4,263

 
—

 
—

 
4,263

Other income
5,795

 
—

 
1,060

 
6,855

Total revenues
326,568

 
(15
)
 
43,616

 
370,169

EXPENSES
 
 
 
 
 
 
 
Property operating
108,921

 
(3
)
 
16,928

 
125,846

General and administrative
34,431

 
—

 
212

 
34,643

Acquisition costs
—

 
—

 
—

 
—

Abandoned pre-development costs
—

 
—

 
—

 
—

Depreciation and amortization
77,046

 
(5
)
 
14,459

 
91,500

Total expenses
220,398

 
(8
)
 
31,599

 
251,989

Operating income
106,170

 
(7
)
 
12,017

 
118,180

 
 
 
 
 
 
 
 
OTHER INCOME/(EXPENSE)
 
 
 
 
 
 
 
Interest expense
(40,110
)
 
2

 
(3,785
)
 
(43,893
)
Gain on sale of assets and interests in unconsolidated entities
33,941

 
—

 


 
33,941

Other nonoperating income (expense)
(98
)
 
461

 
9

 
372

Income before equity in earnings of unconsolidated joint ventures
99,903

 
456

 
8,241

 
108,600

Equity in earnings of unconsolidated joint ventures
8,302

 
(61
)
 
(8,241
)
 
—

Net income
108,205

 
395

 
—

 
108,600

Noncontrolling interests in Operating Partnership
(5,532
)
 
—

 
—

 
(5,532
)
Noncontrolling interests in other consolidated partnerships
395

 
(395
)
 
—

 
—

Net income attributable to Tanger Factory Outlet Centers, Inc.
103,068

 
—

 
—

 
103,068

Allocation to participating securities
(1,210
)
 
—

 
—

 
(1,210
)
Net income available to common shareholders
$
101,858

 
$
—

 
$
—

 
$
101,858



18
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


External Growth Pipeline Summary as of September 30, 2015
Project/Market
Projected
Opening
Approx Size in
Sq Ft (000s)
Est
Total Net Cost
(millions)
Cost to Date
(millions)
Tanger Ownership Percentage
Est Total Construction Loan (millions)
Amount Drawn
(millions)
Est Future Tanger Capital Requirement (millions)
Projected Stabilized Yield (1)
 
 
 
 
 
 
 
 
 
 
 
Under construction:
 
 
 
 
 
 
 
 
 
New Developments
 
 
 
 
 
 
 
 
 
Southaven, MS (Memphis) (2,3)
11/20/15
320

67.8

47.5

50%
60.0

15.2

—

9.5% - 10.5%
Columbus, OH (4)
2Q16
355

94.9

19.7

50%
—

—

37.6

10.0% - 11.0%
Total New Developments
 
675

$
162.7

$
67.2

 
$
60.0

$
15.2

$
37.6

10.3%
 
 
 
 
 
 
 
 
 
 
Expansions -
 
 
 
 
 
 
 
 
 
None
 
 
 
 
 
 
 
 
 
Total Expansions
 
—

$
—

$
—

 
$
—

$
—

$
—

—%
 
 
 
 
 
 
 
 
 
 
Total Under Construction
 
675

$
162.7

$
67.2

 
$
60.0

$
15.2

$
37.6

10.3%
 
 
 
 
 
 
 
 
 
 
Pre-development:
 
 
 
 
 
 
 
 
 
None
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
While actual yields for individual projects may vary, the company's current targeted stabilized yield on estimated total net cost for development projects is 9% - 11% in the United States and 7% - 9% in Canada. Weighted average projected stabilized yields for projects under construction are calculated using the midpoint of the projected stabilized yield disclosed for each project, or the midpoint of the company's targeted stabilized yield for projects labeled TBD.
(2)
Based on capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in the venture's cash flow to be greater than indicated in the Tanger Ownership Percentage column, which in this case, states the company's legal interest in this venture. The company's economic interest may fluctuate based on a number of factors, including mortgage financing, partnership capital contributions and distributions, and proceeds from the gain or losses of asset sales.
(3)
Joint venture is consolidated for financial reporting purposes.
(4)
Partners currently plan to initially fund the project with equity, but may secure mortgage financing upon stabilization.
The company's estimates, projections and judgments with respect to projected opening date, approximate size, estimated total net cost, Tanger ownership percentage, estimated total construction loan, estimated future Tanger capital requirement and projected stabilized yield for new development and expansion projects are subject to adjustment prior to and during the development process. Estimated total net cost shown net of outparcel sales and public financing. There are risks inherent to real estate development, some of which are not under the direct control of the company. Please refer to the company's filings with the Securities and Exchange Commission on Form10-K and Form 10-Q for a discussion of these risks.


19
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


Debt Outstanding Summary (dollars in thousands)
As of September 30, 2015
 
Principal
Balance
 
Stated
Interest Rate
 
Effective Interest Rate
 
Maturity
Date
Unsecured debt:
 

 
 
 
 
 
 
Unsecured lines of credit (1)
$
195,800

 
LIBOR + 1.00%

 
 
 
10/24/2017
2020 Senior unsecured notes
300,000

 
6.125%

 
6.219%

 
6/1/2020
2023 Senior unsecured notes
250,000

 
3.875%

 
4.076%

 
12/1/2023
2024 Senior unsecured notes
250,000

 
3.75
%
 
3.819%

 
12/1/2024
Unsecured term loan (2)
250,000

 
LIBOR + 1.05%

 
 
 
2/23/2019
Unsecured term note
7,500

 
LIBOR + 1.30%

 
 
 
8/28/2017
Unsecured note
10,000

 
1.50%

 
3.153%

 
6/30/2016
Net debt discounts
(6,041
)
 
 

 
 
 
 
Total unsecured debt
$
1,257,259

 
 

 
 
 
 
Secured mortgage debt:
 
 
 
 
 
 
 
Atlantic City, NJ (including premium of $3,393) (3)
$
47,391

 
5.14% - 7.65%

 
5.05%

 
11/15/2021 - 12/8/2026
Deer Park, NY (net of discount of $924) (4)
149,076

 
LIBOR + 1.50%

 
2.80%

 
8/30/2018
Foxwoods, CT (5)
70,250

 
LIBOR + 1.65%

 
 
 
12/5/2017
Southaven, MS (6)
15,248

 
LIBOR + 1.75%

 
 
 
4/29/2018
Total secured mortgage debt
$
281,965

 
 
 
 
 
 
Tanger's share of unconsolidated JV debt:
 

 
 

 
 
 
 
Charlotte (7)
$
45,000

 
LIBOR + 1.45%

 
 
 
11/24/2018
Galveston/Houston (8)
32,500

 
LIBOR + 1.50%

 
 
 
7/01/2017
National Harbor (9)
41,850

 
LIBOR + 1.65%

 
 
 
11/13/2019
RioCan Canada (including premium of $331) (10)
5,938

 
5.75
%
 
4.18
%
 
5/10/2020
Savannah (11)
42,570

 
LIBOR + 1.65%

 
 
 
5/21/2017
Westgate (12)
35,960

 
LIBOR + 1.75%

 
 
 
6/27/2017
Total Tanger's share of unconsolidated JV debt
$
203,818

 
 

 
 
 
 
(1)
The company has an unsecured, syndicated credit line with a borrowing capacity totaling $500.0 million and a separate cash management line of credit with a borrowing capacity of $20.0 million with one of the participants in the syndication. Both lines expire on October 24, 2017 with the option to further extend the maturity for one additional year. Facility fees of 15 basis points annually are charged in arrears based on the full amount of the commitment.

(2)
On July 2, 2014, the credit agreement for the unsecured term loan due February 23, 2019 was amended and restated to change the interest rate from LIBOR + 1.60% to LIBOR + 1.05%.

(3)
Represents mortgages assumed in the acquisitions of various properties.

(4)
On August 30, 2013, as part of the acquisition of a controlling interest in Deer Park, we assumed an interest-only mortgage loan that has a five year term and carries an interest rate of LIBOR + 1.50%. In October 2013, we entered into interest rate swap agreements to hedge our variable exposure on notional amounts aggregating $150.0 million. The interest rate swap agreements fix the base LIBOR rate at an average of 1.30%, creating a contractual interest rate of 2.80% on such amounts through August 14, 2018.

(5)
In December 2014, the joint venture closed on a mortgage loan with the ability to borrow up to $70.3 million. The loan initially matures on December 5, 2017, with two one -year extension options.

20
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015





(6)
In April 2015, the joint venture closed on a mortgage loan with the ability to borrow up to $60.0 million. The loan initially matures on April 29, 2018, with one two-year extension option. As of September 30, 2015 the balance on the loan was $15.2 million. The balance is available as constructions progresses.

(7)
In November 2014, the joint venture closed on a mortgage loan of $90.0 million. The loan initially matures on November 24, 2018, with one one -year extension option.

(8)
In July 2013, the joint venture closed on a mortgage loan with the ability to borrow up to $70.0 million with a maturity date of July 1, 2017 and the option to extend the maturity for one additional year. As of September 30, 2015, the balance on the loan was $65.0 million. The additional $5.0 million is available for future expansion.

(9)
In November 2014, the joint venture amended the initial construction loan to increase the amount available to borrow from $62.0 million to $87.0 million and extended the maturity date until November 13, 2019. As of September 30, 2015, the balance on the loan was $83.7 million. The additional $3.3 million is available for future expansion.

(10)
Represents the mortgage assumed related to the acquisition of the Saint-Sauveur, Quebec property by the RioCan co-owners in November 2012. The mortgage has a principal balance of $11.2 million and matures on May 10, 2020.

(11)
In May 2014, the joint venture closed on a construction loan with the ability to borrow up to $97.7 million. In September 2015, the loan maximum borrowing amount was increased to $100.9 million. The construction loan has a maturity date of May 21, 2017, with two options to extend the maturity date each for one additional year. As of September 30, 2015, the balance on the loan was $85.1 million. The additional $15.8 million is available for construction of the approximately 42,000 square foot expansion that is currently in process.

(12)
In May 2014, the joint venture amended and restated the initial construction loan to increase the amount available to borrow from $48.3 million to $62.0 million. The amended and restated loan had a maturity date of June 27, 2015. On April 1, 2015, the joint venture exercised the option to extend the maturity date of the loan to June 27, 2017. As of September 30, 2015, the balance on the loan was $62.0 million.







21
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


Future Scheduled Principal Payments (dollars in thousands)
As of September 30, 2015
Year
Tanger
Consolidated
Payments
 
Tanger's Share
of Unconsolidated
JV Payments
 
Total
Scheduled
Payments
2015
$
686

 
$
62

 
$
748

2016
12,842

 
254

 
13,096

2017 (1)
276,558

 
111,298

 
387,856

2018
168,432

 
45,284

 
213,716

2019
253,369

 
42,151

 
295,520

2020
303,566

 
4,438

 
308,004

2021
5,793

 
—

 
5,793

2022
4,436

 
—

 
4,436

2023
254,768

 
—

 
254,768

2024
255,140

 
—

 
255,140

2025 & thereafter
7,206

 
—

 
7,206

 
$
1,542,796

 
$
203,487

 
$
1,746,283

Net Discount on Debt
(3,572
)
 
331

 
(3,241
)
 
$
1,539,224

 
$
203,818

 
$
1,743,042

Senior Unsecured Notes Financial Covenants (2) 
As of September 30, 2015
 
Required
 
Actual
 
Compliance
Total Consolidated Debt to Adjusted Total Assets
<60%
 
50
%
 
Yes
Total Secured Debt to Adjusted Total Assets
<40%
 
9
%
 
Yes
Total Unencumbered Assets to Unsecured Debt
>150%
 
175
%
 
Yes
Consolidated Income Available for Debt Service to Annual Debt Service Charge
>1.5
 
4.95

 
Yes
(1)
Includes balances of $195.8 million outstanding under the company's unsecured lines of credit.
(2)
For a complete listing of all debt covenants related to the company's Senior Unsecured Notes, as well as definitions of the above terms, please refer to the company's filings with the Securities and Exchange Commission.


22
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


Investor Information
  
Tanger Outlet Centers welcomes any questions or comments from shareholders, analysts, investment managers, media and prospective investors. Please address all inquiries to our Investor Relations Department.
Tanger Factory Outlet Centers, Inc.
Investor Relations
Phone:
(336) 834-6892
Fax:
(336) 297-0931
e-mail:
Mail:
Tanger Factory Outlet Centers, Inc.
 
3200 Northline Avenue
 
Suite 360
 
Greensboro, NC 27408


23
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2015


Exhibit 99.3

Tanger Outlets Elects David B. Henry
to its Board of Directors

Greensboro, NC, October 27, 2015 -- Tanger Factory Outlet Centers, Inc. (NYSE: SKT) announced today the election of David B. Henry to its Board of Directors effective January 1, 2016. Mr. Henry will retire from his current role as Vice Chairman of the Board of Directors and Chief Executive Officer of Kimco Realty Corporation, effective January 1, 2016. He joined Kimco, North America's largest publicly-traded owner and operator of open air shopping centers, in April 2001 as Vice Chairman and Chief Investment Officer, served as its President from December 2008 through August 2014, and has served as CEO since December 2009.

Prior to Mr. Henry's career at Kimco, he spent 23 years with G.E. Capital Real Estate, the last 5 years of which he served as Senior Vice President and Chief Investment Officer. During his tenure, he also served as Chairman of G.E. Capital Investment Advisors.

“We welcome David to Tanger’s Board of Directors,” said William G. Benton, Non-Executive Chairman of the Board. "We will benefit from the insights of a director with more than 35 years experience in the real estate industry," he added.

“David’s knowledge of the REIT industry, particularly the retail sector, will bring valuable perspective to our Board,” added Steven B. Tanger, President and Chief Executive Officer.

Formerly its Chairman, Mr. Henry is currently a Trustee of the International Council of Shopping Centers and also serves on the Executive Committee of the Board of Governors of the National Association of Real Estate Investment Trusts. His other public REIT board experience includes service on the boards of HCP, Inc. since January 2004 and VEREIT, Inc. since September 2015. Mr. Henry is also a director of Fairfield County Bank, a Connecticut mutual savings bank.
Mr. Henry is a graduate of Bucknell University with a B.S. degree in Business Administration and he earned his MBA from the University of Miami.
About Tanger Factory Outlet Centers
Tanger Factory Outlet Centers, Inc. (NYSE: SKT), is a publicly-traded REIT headquartered in Greensboro, North Carolina that presently operates and owns, or has an ownership interest in, a portfolio of 42 upscale outlet shopping centers in 21 states coast to coast and in Canada, totaling approximately 14.2 million square feet leased to over 3,000 stores operated by more than 470 different brand name companies. With more than 30 years of experience in the outlet industry and 2 additional centers currently under construction, Tanger Outlet Centers continue to attract more than 185 million shoppers annually. For more information on Tanger Outlet Centers, call 1-800-4TANGER or visit the company's web site at www.tangeroutlets.com.

Contact: Frank C. Marchisello
Executive Vice President and CFO    
(336) 834-6834

Cyndi Holt
Vice President of Finance & Investor Relations
(336) 834-6892



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