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Form 8-K TANGER FACTORY OUTLET For: Apr 26

April 26, 2016 4:26 PM


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): April 26, 2016

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 April 26, 2016, 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 March 31, 2016. 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 7.01   Regulation FD Disclosure

On April 26, 2016, the Company made publicly available on its website, www.tangeroutlet.com, certain supplemental operating and financial information for the quarter ended March 31, 2016. 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 March 31, 2016.

Exhibit 99.2
Supplemental operating and financial information of the Company as of and for the quarter ended March 31, 2016.






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: April 26, 2016


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 March 31, 2016.
 
 
 
99.2
 
Supplemental operating and financial information of the Company as of and for the quarter ended March 31, 2016.
 
 
 





EXHIBIT 99.1

News Release
TANGER REPORTS FIRST QUARTER 2016 RESULTS
Adjusted Funds From Operations Per Share Increases 12.0%

Greensboro, NC, April 26, 2016, Tanger Factory Outlet Centers, Inc. (NYSE: SKT) today reported adjusted funds from operations ("AFFO") available to common shareholders for the three months ended March 31, 2016 increased 12.0% to $0.56 per share, or $55.8 million, from $0.50 per share, or $49.8 million for the three months ended March 31, 2015. A reconciliation of funds from operations ("FFO") available to common shareholders, a widely accepted supplemental measure of REIT performance, to AFFO available to common shareholders is shown in the table below.

"While we are excited to report our first quarter results, we were also deeply saddened by the tragic loss of Donald Drapkin, a member of our board of directors, in February of this year. He was an exceptional leader, friend and advisor who will be greatly missed by all of us at Tanger Outlets," commented Steven B. Tanger, President & Chief Executive Officer.

"AFFO of $0.56 per share for the quarter represents 12.0% growth over the first quarter of last year. Our consolidated portfolio generated same center net operating income growth for the 45th consecutive quarter, up 4.4% during the quarter, on top of the 4.0% increase we posted for the first quarter of 2015. In addition, during the first quarter of 2016, traffic into Tanger centers was up over 6% and average tenant sales increased 4.7% compared to the first quarter of 2015. As a result, average tenant sales for the rolling twelve months ended March 31, 2016 were up 1.5% compared to the rolling twelve months ended December 31, 2015 and were stable when compared to the rolling twelve months ended March 31, 2015," he added.
 
Three months ended
 
 
March 31,
 
In thousands, except per share amounts:
2016
2015
 
FFO available to common shareholders, as reported
$
54,658

$
49,771

 
As adjusted for:
 
 
 
 
Accelerated vesting of share-based compensation (1)
293


 
 
Write-off of debt discount due to repayment of debt prior to maturity (2)
882


 
 
Impact of above adjustments to the allocation of earnings to participating securities
(12
)

 
AFFO available to common shareholders
$
55,821

$
49,771

 
Diluted weighted average common shares
100,056

99,775

 
FFO per share
$
0.55

$
0.50

 
AFFO per share
$
0.56

$
0.50

 

(1)
Represents restricted shares that vested immediately upon the death of Director Donald Drapkin.
(2)
Due to the January 28, 2016 early repayment of the $150 million mortgage secured by the Deer Park, New York property, which was scheduled to mature August 30, 2018.

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Net income available to common shareholders for the three months ended March 31, 2016 was $26.9 million, or $0.28 per share, compared to $34.1 million, or $0.36 per share, for the three months ended March 31, 2015. Net income available to common shareholders for three months ended March 31, 2016 was positively impacted by a $4.9 million gain recognized on the sale of the company's outlet center located in Fort Myers, Florida. Net income available to common shareholders for three months ended March 31, 2015 was positively impacted by a $13.7 million gain on the sale of the company's 50% ownership interest in the Wisconsin Dells, Wisconsin joint venture.

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 4.4% during the quarter, on top of a 4.0% increase during the first quarter of 2015
Blended average base rental rates on space renewed and released throughout the consolidated portfolio increased 21.1%, on top of a 23.1% increase for the first quarter of 2015
Consolidated portfolio occupancy rate of 96.6% as of March 31, 2016, compared to 96.7% at March 31, 2015
Average tenant sales for the consolidated portfolio for the rolling twelve months ended March 31, 2016 were $401 per square foot, up 1.5% compared to the rolling twelve months ended December 31, 2015
Average tenant sales for the consolidated portfolio for the rolling twelve months ended March 31, 2016 were stable when compared to the rolling twelve months ended March 31, 2015
Debt-to-total market capitalization ratio of 29% as of March 31, 2016, compared to 32% as of December 31, 2015
Interest coverage ratio for the quarter of 4.12 times
Raised regular quarterly common share cash dividend in April 2016 by 14% on annualized basis to $1.30 per share, marking the 23rd consecutive year of increased dividends
Continued construction of two new Tanger Outlet Centers scheduled to open in 2016
Completed the sale of one non-core outlet center in Fort Myers, Florida near Sanibel Island in January 2016
Reduced floating rate debt exposure by $108.7 million and unencumbered the Deer Park, New York outlet center in January 2016 by repaying a $150.0 million mortgage loan secured by the property
Amended the $250 million unsecured term loan in April 2016 to expand the notional amount to $325 million, extend the maturity to April 2021, and reduce the interest rate spread by 10 basis points
Reduced floating rate debt exposure by $175 million in April 2016 by entering into interest rate swap agreements

Cash Dividend Increased
On April 7, 2016, Tanger announced that its Board of Directors approved a 14% increase in the annual cash dividend on its common shares to $1.30 per share from $1.14 per share, which represents a three-year growth rate of 44% on a cumulative basis, or 13% on a compounded annual growth basis.  Simultaneously, the Board of Directors declared a quarterly dividend of $0.325 per share for the first quarter ended March 31, 2016, which will be payable May 13, 2016 to holders of record on April 29, 2016.  The company has paid cash dividends each quarter and has raised its dividend each year since becoming a public company in May 1993.
 
Core Portfolio Drives Operating Results
During the three months ended March 31, 2016, Tanger executed 228 leases totaling 948,000 square feet throughout its consolidated portfolio with a 21.1% increase in average base rental rates, on top of a 23.1% increase for the three months ended March 31, 2015. Lease renewals accounted for approximately 763,000 square feet, which generated an 18.0% increase in average base rental rates. As of March 31, 2016, Tanger had leases executed or in process for

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65% of the consolidated portfolio space scheduled to expire by year-end, compared to 62% as of March 31, 2015. Re-tenanted space accounted for the remaining 185,000 square feet, with an increase in average base rental rates of 32.3%.
    
For the three months ended March 31, 2016, consolidated portfolio same center net operating income increased 4.4%, on top of a 4.0% increase for the three months ended March 31, 2015. Same center net operating income excludes lease termination fees of $0.6 million and $1.1 million for the three months ended March 31, 2016 and March 31, 2015, respectively.

Consolidated portfolio average tenant sales for the rolling twelve months ended March 31, 2016 were $401 per square foot, up 1.5% compared to the rolling twelve months ended December 31, 2015 and stable when compared to the rolling twelve months ended March 31, 2015. Sales are based on reports by all reporting retailers leasing outlet center stores less than 20,000 square feet in size which have occupied such stores for a minimum of twelve months.
 
As of March 31, 2016, the company's consolidated portfolio was 96.6% occupied, compared to 96.7% as of March 31, 2015.

Investment Activities Provide Potential Future Growth
In 2015, Tanger delivered four new Tanger Outlet Centers totaling 1.4 million square feet, or approximately 10% expansion based on the company's footprint at the beginning of the year. These projects represent a total investment of approximately $386.1 million and are currently expected to generate a weighted average stabilized yield of approximately 10.1%. Tanger's net equity requirement for these projects was approximately $153.1 million, substantially all of which had been funded as of March 31, 2016.
Construction of two additional Tanger Outlet Centers is ongoing, with plans to open both properties during 2016. Grand opening festivities are currently scheduled for June 2016 in the Columbus, Ohio market, and Tanger currently expects to complete construction in the Daytona Beach, Florida market in time for a holiday 2016 opening. These projects represent a total investment of approximately $186.2 million and are currently expected to generate a weighted average stabilized yield of approximately 10.3%. Tanger's net equity requirement is expected to be approximately $138.8 million. As of March 31, 2016, $82.4 million of the company's expected net equity requirement remained to be funded.
On March 16, 2016, Tanger announced the company's newest pre-development project, located in the greater Fort Worth, Texas market within the 279-acre Champions Circle mixed-use development adjacent to Texas Motor Speedway. The company plans to develop a 350,000 square foot outlet center featuring over 70 upscale brand name and designer retailers. Tanger has executed leases with a number of retailers, including Nike, Levi's, Banana Republic, Gap, Old Navy, Express, Skechers, Carter's and OshKosh. Pre-development and pre-leasing efforts for the project are ongoing. Pending sufficient progress, the company plans to acquire the land and commence construction. In addition, the company has a shadow pipeline of new development opportunities that have not yet been announced, all of which are also currently in the pre-development stage.
Asset Recycling Activity
On January 12, 2016, the company completed the sale of a small non-core outlet center in Fort Myers, Florida near Sanibel Island. The $26.0 million transaction represented a capitalization rate of approximately 7.0% for this bottom-tier asset. Tanger recognized a gain of $4.9 million on the sale of this asset during the first quarter of 2016 and has elected not to defer any taxable gain, as the transaction is not expected to have a significant impact on 2016 taxable income.
Since 2014, including the consolidated and unconsolidated portfolio of properties, Tanger has sold eight properties totaling approximately 1.3 million square feet with an average age of 22 years. During the same time period, the company added six new centers totaling approximately 2.1 million square feet. Currently, the average age of assets in the Tanger portfolio is 16 years.

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Balance Sheet Summary
As of March 31, 2016, Tanger had a total market capitalization of approximately $5.2 billion including approximately $1.5 billion of debt outstanding, equating to a 29% debt-to-total market capitalization ratio. The company had $263.7 million outstanding under its $520.0 million in available unsecured lines of credit. For the three months ended March 31, 2016, Tanger maintained an interest coverage ratio of 4.12 times.

In January 2016, Tanger unencumbered the Deer Park, New York center by repaying the $150.0 million floating rate mortgage loan secured by the property and increased its legal ownership interest in the property to 100% by repaying a $28.4 million deferred financing obligation owed to its former partner. The transactions were funded with a portion of the proceeds from the asset sales and borrowings under the company's unsecured lines of credit, resulting in a $108.7 million reduction of Tanger's floating rate debt.

Subsequent to the end of the first quarter, on April 13, 2016, Tanger closed on an amendment to its outstanding $250 million unsecured term loan. The company increased the size of the unsecured term loan to $325 million, extended the maturity date more than two years from February 23, 2019 to April 13, 2021, and reduced the LIBOR spread from LIBOR plus 105 basis points to LIBOR plus 95 basis points. The proceeds of $75 million were used to pay down balances under the company's unsecured lines of credit.
In April 2016, Tanger also entered into interest rate swap agreements that fix the base LIBOR rate at an average of 1.03% on $175 million in LIBOR denominated debt through January 1, 2021. These derivatives, combined with derivatives in place since October 2013 that fix the base LIBOR rate at an average of 1.30% on $150 million in LIBOR denominated debt through August 14, 2018, effectively lock $325 million of the company's floating rate debt at an average of 2.11%.
On a pro-forma basis, as if these transactions had occurred on March 31, 2016, Tanger's floating rate debt exposure would have been 21% of total outstanding debt, or 6% of total enterprise value, and availability under the company's lines of credit would have been $331.3 million, or 64% of total line capacity.

FFO Per Share Guidance for 2016
Based on Tanger's internal budgeting process, the company's view on current market conditions, and the strength and stability of its core portfolio, management currently believes its net income, funds from operations, and adjusted funds from operations for 2016 will be as follows:
For the year ended December 31, 2016:
 
 
 
Low Range
High Range
Estimated diluted net income per share
$1.05
$1.11
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
1.24
1.24
Estimated diluted FFO per share
$2.29
$2.35
AFFO Adjustments
0.01
0.01
Estimated diluted AFFO per share
$2.30
$2.36

Tanger's guidance reflects the net dilutive impact of approximately $0.08 per share related to assets sold during 2015 and January 2016. The company's estimates assume same center net operating income growth of 3.0% to 3.5% and that tenant sales remain stable. In addition, 2016 guidance includes incremental net operating income related to the full year impact of four new outlet centers that opened in 2015, and the partial year impact of the new

4



outlet center in Columbus, Ohio that is expected to open in 2016. The Daytona Beach, Florida project is not expected to have a significant impact until 2017, as it is not expected to open until holiday 2016.

Tanger's estimates reflect average projected general and administrative expense of approximately $11.4 million to $11.9 million per quarter and average projected management, leasing, and other services income of approximately $1.0 million per quarter . Tanger's guidance does not include the impact of any additional termination rents or brand-wide store closures, additional refinancing transactions, the sale of any out parcels of land, any property acquisitions, or the sale of any additional properties. The company's guidance is based on approximately 100.1 million weighted average diluted common shares for 2016.

First Quarter Conference Call

Tanger will host a conference call to discuss its first quarter results for analysts, investors and other interested parties on Wednesday, April 27, 2016, at 10 a.m. Eastern Time. To access the conference call, listeners should dial 1-877-277-5113 and provide conference ID # 7901236 to be connected to the Tanger Factory Outlet Centers First Quarter 2016 Financial Results call. Alternatively, the call will be web cast by SNL IR Solutions and can be accessed at Tanger's web site, investors.tangeroutlets.com. A telephone replay of the call will be available from April 27, 2016 at 1:00 p.m. through May 11, 2016 at 11:59 p.m. by dialing 1-855-859-2056, conference ID # 7901236. An online archive of the web cast will also be available through May 11, 2016.

About Tanger Factory Outlet Centers

Tanger Factory Outlet Centers, Inc. (NYSE: SKT), is a publicly-traded REIT headquartered in Greensboro, North Carolina that operates and owns, or has an ownership interest in, a portfolio of 42 upscale outlet shopping centers and 2 additional centers currently under construction. Tanger's operating properties are located in 21 states coast to coast and in Canada, totaling approximately 14.3 million square feet leased to over 3,000 stores operated by more than 470 different brand name companies. The company has more than 35 years experience in the outlet industry. Tanger Outlet Centers continue to attract more than 185 million shoppers annually. Tanger is furnishing a Form 8-K with the Securities and Exchange Commission that includes a supplemental information package for the quarter ended March 31, 2016. For more information on Tanger Outlet Centers, call 1-800-4TANGER or visit the company's web site at www.tangeroutlet.com.

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, FFO and AFFO per share, same center net operating income, general and administrative expenses, income from management, leasing, and other services, and the dilutive impact from sales of certain assets; plans for new developments; timing of land purchases, achievement of sufficient pre-leasing, projected openings of proposed developments; total costs and equity requirements to complete construction of outlet centers and the expected average stabilized yield; the impact of asset sales on taxable income 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, 2015.

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TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
 
 
Three months ended
 
 
 
March 31,
 
 
 
2016
 
2015
 
Revenues
 
 
 
 
 
Base rentals (a)
 
$
72,623

 
$
67,629

 
Percentage rentals
 
2,150

 
2,229

 
Expense reimbursements
 
33,242

 
33,364

 
Management, leasing and other services
 
1,121

 
1,283

 
Other income
 
1,669

 
1,421

 
Total revenues
 
110,805

 
105,926

 
Expenses
 
 
 
 
 
Property operating
 
37,874

 
37,732

 
General and administrative
 
11,565

 
11,305

 
Depreciation and amortization
 
26,567

 
23,989

 
Total expenses
 
76,006

 
73,026

 
Operating income
 
34,799

 
32,900


Other income/(expense)
 
 
 
 
 
Interest expense
 
(14,884
)
 
(13,089
)
 
Gain on sale of assets and interests in unconsolidated entities
 
4,887

 
13,726

 
Other nonoperating income (expense)
 
316

 
306

 
Income before equity in earnings of unconsolidated joint ventures
 
25,118

 
33,843

 
Equity in earnings of unconsolidated joint ventures
 
3,499

 
2,543

 
Net income
 
28,617

 
36,386

 
Noncontrolling interests in Operating Partnership
 
(1,444
)
 
(1,855
)
 
Noncontrolling interests in other consolidated partnerships
 
(23
)
 
(19
)
 
Net income attributable to Tanger Factory Outlet Centers, Inc.
 
27,150

 
34,512

 
Allocation of earnings to participating securities
 
(294
)
 
(408
)
 
Net income available to common shareholders of
Tanger Factory Outlet Centers, Inc.
 
$
26,856

 
$
34,104

 
 
 
 
 
 
 
Basic earnings per common share:
 
 
 
 
 
Net income
 
$
0.28

 
$
0.36

 
 
 
 
 
 
 
Diluted earnings per common share:
 
 
 
 
 
Net income
 
$
0.28

 
$
0.36

 
 
 
 
 
 
 
a.
Includes straight-line rent and market rent adjustments of $1,058 and $468 for the three months ended March 31, 2016 and 2015, respectively.



6



TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(Unaudited)
 
March 31,
 
December 31,
 
2016
 
2015
Assets
 
 
 
   Rental property
 
 
 
   Land
$
235,622

 
$
240,267

   Buildings, improvements and fixtures
2,219,955

 
2,249,417

   Construction in progress
42,287

 
23,533

 
2,497,864

 
2,513,217

   Accumulated depreciation
(749,325
)
 
(748,341
)
      Total rental property, net
1,748,539

 
1,764,876

   Cash and cash equivalents
18,877

 
21,558

   Restricted cash (a)

 
121,306

   Investments in unconsolidated joint ventures
218,732

 
201,083

   Deferred lease costs and other intangibles, net
123,404

 
127,089

   Prepaids and other assets
81,054

 
78,913

         Total assets (b)
$
2,190,606

 
$
2,314,825

 
 
 
 
Liabilities and Equity
 
 
 
Liabilities
 
 
 
   Debt
 
 
 
Senior, unsecured notes, net
$
789,635

 
$
789,285

Unsecured term loans, net
258,540

 
265,832

Mortgages payable, net
167,603

 
310,587

Unsecured lines of credit, net
259,890

 
186,220

Total debt (b)
1,475,668

 
1,551,924

Accounts payable and accrued expenses
67,608

 
97,396

Deferred financing obligation

 
28,388

Other liabilities
31,758

 
31,085

         Total liabilities
1,575,034

 
1,708,793

Commitments and contingencies

 

Equity
 
 
 
Tanger Factory Outlet Centers, Inc.
 
 
 
Common shares, $.01 par value, 300,000,000 shares authorized, 96,126,507 and 95,880,825 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively
961

 
959

   Paid in capital
808,779

 
806,379

   Accumulated distributions in excess of net income
(195,654
)
 
(195,486
)
   Accumulated other comprehensive loss
(29,814
)
 
(36,715
)
         Equity attributable to Tanger Factory Outlet Centers, Inc.
584,272

 
575,137

Equity attributable to noncontrolling interests
 
 
 
Noncontrolling interests in Operating Partnership
30,711

 
30,309

Noncontrolling interests in other consolidated partnerships
589

 
586

         Total equity
615,572

 
606,032

            Total liabilities and equity
$
2,190,606

 
$
2,314,825

a.
Represents net proceeds from the sale of four properties being held by a qualified intermediary.
b.
In accordance with recent accounting guidance, "Simplifying the Presentation of Debt Issuance Costs", our deferred debt origination costs and related accumulated amortization previously recorded in the line item “deferred debt origination costs, net” have been reclassified from assets to the respective debt line items within the liabilities section in the consolidated balance sheet as of December 31, 2015. The reclassification decreases previously reported total assets and total liabilities by $11.9 million.

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TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
(in thousands, except per share, state and center information)
(Unaudited)
 
 
Three months ended
 
 
 
March 31,
 
 
 
2016
 
2015
 
Funds from Operations (FFO) (a)
 
 
 
 
 
Net income
 
$
28,617

 
$
36,386

 
Adjusted for:
 
 
 
 
 
Depreciation and amortization of real estate assets - consolidated
 
26,205

 
23,637

 
Depreciation and amortization of real estate assets - unconsolidated joint ventures
 
5,339

 
4,076

 
Gain on sale of assets and interests in unconsolidated entities
 
(4,887
)
 
(13,726
)
 
FFO
 
55,274

 
50,373

 
FFO attributable to noncontrolling interests in other consolidated partnerships
 
(47
)
 
(42
)
 
Allocation of earnings to participating securities
 
(569
)
 
(560
)
 
FFO available to common shareholders
 
$
54,658

 
$
49,771

 
FFO available to common shareholders per share - diluted
 
$
0.55

 
$
0.50

 
 
 
 
 
 
 
Weighted Average Shares
 
 
 
 
 
Basic weighted average common shares
 
94,944

 
94,536

 
Effect of notional units
 

 
82

 
Effect of outstanding options and restricted common shares
 
59

 
79

 
Diluted weighted average common shares (for earnings per share computations)
 
95,003

 
94,697

 
Exchangeable operating partnership units (b)
 
5,053

 
5,078

 
Diluted weighted average common shares (for funds from operations per share computations)
 
100,056

 
99,775

 
 
 
 
 
 
 
Other Information
 
 
 
 
 
Gross leasable area open at end of period -
 
 
 
 
 
Consolidated
 
11,527

 
11,345

 
Partially owned - unconsolidated
 
2,779

 
2,370

 
 
 
 
 
 
 
Outlet centers in operation at end of period -
 
 
 
 
 
Consolidated
 
33

 
36

 
Partially owned - unconsolidated
 
9

 
8

 
 
 
 
 
 
 
States operated in at end of period (c)
 
20

 
23

 
Occupancy at end of period (c,d)
 
96.6
%
 
96.7
%
 

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.
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.

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

d.
Excludes the Fort Myers, FL center which was sold on January 12, 2016.



    


9


Exhibit 99.2
Tanger Factory Outlet Centers, Inc.
  
Supplemental Operating and Financial Data
March 31, 2016


1
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2016



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, 2015.
  
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 3/31/2016



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 March 31, 2016
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 3/31/2016



Geographic Diversification

Consolidated Properties
As of March 31, 2016
State
# of Centers
 
GLA
 
% of GLA
South Carolina
5

 
1,598,375

 
14
%
New York
2

 
1,478,808

 
12
%
Pennsylvania
3

 
867,460

 
8
%
Georgia
2

 
692,478

 
6
%
Michigan
2

 
667,029

 
6
%
Texas
2

 
643,497

 
6
%
Connecticut
2

 
601,512

 
5
%
Alabama
1

 
556,984

 
5
%
Delaware
1

 
556,638

 
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
%
Mississippi
1

 
320,334

 
3
%
Utah
1

 
319,661

 
3
%
Louisiana
1

 
318,666

 
3
%
Iowa
1

 
276,331

 
2
%
New Hampshire
1

 
245,698

 
2
%
Maryland
1

 
198,840

 
2
%
Total
33

 
11,527,112

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

 
410,664

 
58.00
%
Charlotte, NC
1

 
397,839

 
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
%
Ottawa, ON
1

 
316,494

 
50.00
%
Cookstown, ON
1

 
308,517

 
50.00
%
Bromont, QC
1

 
161,307

 
50.00
%
Saint-Sauveur, QC
1

 
115,771

 
50.00
%
Total
9

 
2,779,369

 
 


4
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2016



Property Summary - Occupancy at End of Each Period Shown
Consolidated properties
 
 
 
 
 
 
 
 
 
 
Location
Total GLA
3/31/16
 
% Occupied
3/31/16
 
% Occupied
12/31/15
 
% Occupied
9/30/15
 
% Occupied
6/30/15
 
% Occupied
3/31/15
Deer Park, NY
749,074

 
96
%
 
95
%
 
95
%
 
94
%
 
94
%
Riverhead, NY
729,734

 
99
%
 
99
%
 
98
%
 
97
%
 
97
%
Foley, AL
556,984

 
94
%
 
96
%
 
93
%
 
96
%
 
96
%
Rehoboth Beach, DE
556,638

 
99
%
 
100
%
 
100
%
 
99
%
 
98
%
Atlantic City, NJ
489,706

 
91
%
 
91
%
 
94
%
 
95
%
 
94
%
San Marcos, TX
465,697

 
98
%
 
98
%
 
98
%
 
95
%
 
97
%
Sevierville, TN
448,335

 
100
%
 
100
%
 
100
%
 
100
%
 
99
%
Myrtle Beach Hwy 501, SC
425,247

 
96
%
 
95
%
 
97
%
 
98
%
 
96
%
Jeffersonville, OH
411,776

 
98
%
 
100
%
 
99
%
 
97
%
 
98
%
Myrtle Beach Hwy 17, SC
402,797

 
98
%
 
100
%
 
99
%
 
100
%
 
100
%
Charleston, SC
382,117

 
98
%
 
99
%
 
99
%
 
99
%
 
99
%
Pittsburgh, PA
372,958

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

 
94
%
 
97
%
 
97
%
 
96
%
 
92
%
Grand Rapids, MI
351,988

 
94
%
 
95
%
 
93
%
 
N/A

 
N/A

Branson, MO
329,861

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

 
100
%
 
100
%
 
100
%
 
99
%
 
100
%
Southaven, MS
320,334

 
97
%
 
96
%
 
N/A

 
N/A

 
N/A

Park City, UT
319,661

 
98
%
 
100
%
 
99
%
 
99
%
 
99
%
Mebane, NC
318,910

 
98
%
 
100
%
 
95
%
 
100
%
 
97
%
Gonzales, LA
318,666

 
98
%
 
99
%
 
100
%
 
100
%
 
100
%
Howell, MI
315,041

 
92
%
 
94
%
 
94
%
 
93
%
 
93
%
Mashantucket, CT (Foxwoods)
311,614

 
96
%
 
95
%
 
94
%
 
91
%
 
N/A

Westbrook, CT
289,898

 
92
%
 
94
%
 
93
%
 
95
%
 
95
%
Williamsburg, IA
276,331

 
95
%
 
99
%
 
99
%
 
97
%
 
99
%
Hershey, PA
247,500

 
99
%
 
100
%
 
98
%
 
95
%
 
100
%
Lancaster, PA
247,002

 
97
%
 
99
%
 
99
%
 
99
%
 
99
%
Tilton, NH
245,698

 
97
%
 
98
%
 
98
%
 
96
%
 
96
%
Hilton Head II, SC
206,544

 
95
%
 
97
%
 
95
%
 
95
%
 
95
%
Ocean City, MD
198,840

 
79
%
 
79
%
 
99
%
 
99
%
 
97
%
Hilton Head I, SC
181,670

 
97
%
 
97
%
 
97
%
 
100
%
 
100
%
Terrell, TX
177,800

 
98
%
 
98
%
 
97
%
 
95
%
 
96
%
Blowing Rock, NC
104,052

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

 
97
%
 
97
%
 
100
%
 
100
%
 
94
%
Barstow, CA (2)
N/A

 
N/A

 
N/A

 
100
%
 
100
%
 
100
%
Fort Myers, FL (2)
N/A

 
N/A

 
91
%
 
90
%
 
91
%
 
93
%
Kittery I, ME(2)
N/A

 
N/A

 
N/A

 
N/A

 
100
%
 
100
%
Kittery II, ME(2)
N/A

 
N/A

 
N/A

 
N/A

 
92
%
 
100
%
Tuscola, IL(2)
N/A

 
N/A

 
N/A

 
N/A

 
88
%
 
85
%
West Branch, MI(2)
N/A

 
N/A

 
N/A

 
N/A

 
88
%
 
88
%
Total
11,527,112

 
97
%
(1) 
98
%
(1),(3) 
97
%
(1),(4) 
97
%
(1) 
97
%
(1)
Excludes the occupancy rate at our Foxwoods, Grand Rapids and Southaven centers which opened during the second, third and fourth quarters of 2015, respectively, and have not yet stabilized.
(2)
Sold the Kittery I, Kittery II, Tuscola, and West Branch centers in September 2015, sold the Barstow center in October 2015 and sold Fort Myers center in January 2016.
(3)
Excludes the occupancy rate of the Fort Myers center which was sold on January 12, 2016.
(4)
Excludes the occupancy rate at our Barstow center which was sold on October 5, 2015. Excludes the occupancy rate of the Fort Myers center which was sold on January 12, 2016.

5
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2016



Unconsolidated joint venture properties
 
 
 
 
 
 
 
 
 
 
Location
Total GLA
3/31/16
 
% Occupied
3/31/16
 
% Occupied
12/31/15
 
% Occupied
9/30/15
 
% Occupied
6/30/15
 
% Occupied
3/31/15
Glendale, AZ (Westgate)
410,664

 
96
%
 
100
%
 
100
%
 
99
%
 
99
%
Charlotte, NC
397,839

 
98
%
 
99
%
 
99
%
 
99
%
 
98
%
Savannah, GA (1)
377,286

 
99
%
 
99
%
 
99
%
 
96
%
 
N/A

Texas City, TX (Galveston/Houston)
352,705

 
97
%
 
99
%
 
99
%
 
100
%
 
98
%
National Harbor, MD
338,786

 
99
%
 
99
%
 
99
%
 
99
%
 
97
%
Ottawa, ON
316,494

 
95
%
 
97
%
 
97
%
 
95
%
 
92
%
Cookstown, ON
308,517

 
99
%
 
100
%
 
100
%
 
93
%
 
96
%
Bromont, QC
161,307

 
74
%
 
75
%
 
74
%
 
74
%
 
73
%
Saint-Sauveur, QC
115,771

 
97
%
 
97
%
 
97
%
 
97
%
 
92
%
Total
2,779,369

 
96
%
 
98
%
 
97
%
 
96
%
 
95
%

(1)
Center opened in April 2015.




6
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2016



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 3/31/2016



Average Tenant Sales Per Square Foot by Outlet Center Ranking As of March 31, 2016(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
$
538

98
%
2,803

27
%
34
%
Centers 6 - 10
$
443

98
%
1,243

12
%
14
%
Centers 11 - 15
$
401

97
%
1,906

18
%
18
%
Centers 16 - 20
$
351

97
%
1,738

16
%
15
%
Centers 21 - 25
$
310

92
%
1,438

14
%
11
%
Centers 26 - 30
$
280

95
%
1,415

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
$
538

98
%
2,803

27
%
34
%
Centers 1 - 10
$
504

98
%
4,046

39
%
48
%
Centers 1 - 15
$
469

98
%
5,952

57
%
66
%
Centers 1 - 20
$
440

98
%
7,690

73
%
81
%
Centers 1 - 25
$
420

97
%
9,128

87
%
92
%
Centers 1 - 30
$
401

97
%
10,543

100
%
100
%
 
 





Unconsolidated centers (4)
$
416

97
%
1,500

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 December 31, 2015.
 
 
 
 
 
 
 
(2)
Outlet centers included in each ranking group (in alphabetical order) are as follows :
 
Centers 1 - 5: Deer Park, NY; Mebane, NC; Rehoboth Beach, DE, Riverhead, NY; Sevierville, TN
 
Centers 6 - 10: Branson, MO; Hilton Head I, SC; Lancaster, PA; Myrtle Beach 17, SC; Nags Head, NC
 
Centers 11 - 15: Atlantic City, NJ; Charleston, SC; Hershey, PA; Locust Grove, GA; San Marcos, TX
 
Centers 16 - 20: Gonzales, LA; Howell, MI; Jeffersonville, OH; Park City, UT; Pittsburgh, PA
 
 
Centers 21 - 25: Blowing Rock, NC; Commerce II, GA; Foley, AL; Hilton Head II, SC; Ocean City, MD
 
Centers 26 - 30: Myrtle Beach 501, SC; Terrell, TX; Tilton, NH; Westbrook, CT; Williamsburg, IA
 
 
 
Excludes outlet centers not open for 12 full calendar months and the Fort Myers, FL center which was sold in January 2016.
 
 
 
 
 
 
 
(3)
% of Portfolio NOI is based on the company’s forecast of 2016 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 March 31, 2016 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, 2015.
 
 
 
 
 
 
 
(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 3/31/2016



Major Tenants (1) 
Ten Largest Tenants as of March 31, 2016
Tenant
# of
Stores

 
GLA

 
% of
Total GLA

The Gap, Inc.
83

 
883,868

 
7.7
%
Ascena Retail Group, Inc.
133

 
812,121

 
7.0
%
Nike, Inc.
36

 
387,854

 
3.4
%
PVH Corp.
61

 
364,365

 
3.2
%
V. F. Corporation
36

 
331,845

 
2.9
%
Ralph Lauren Corporation
35

 
323,266

 
2.8
%
G-III Apparel Group, Ltd.
64

 
304,166

 
2.6
%
Carter's, Inc.
57

 
254,359

 
2.2
%
Adidas AG
35

 
236,474

 
2.0
%
Hanes Brands
39

 
216,871

 
1.9
%
Total of All Listed Above
579

 
4,115,189

 
35.7
%
(1)
Excludes unconsolidated outlet centers. See table on page 4.


9
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2016



Lease Expirations as of March 31, 2016



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


10
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2016



Leasing Activity (1) (2)  
 
3/31/2016
 
6/30/2016
 
9/30/2016
 
12/31/2016
 
Year to Date
 
Prior
Year to
Date(3)
Re-tenanted Space :
 
 
 
 
 
 
 
 
 

 
 

Number of leases
62

 

 

 

 
62

 
69

Gross leasable area
185,245

 

 

 

 
185,245

 
262,689

New initial base rent per square foot
$
30.29

 

 

 

 
$
30.29

 
$
27.71

Prior expiring base rent per square foot
$
25.99

 

 

 

 
$
25.99

 
$
24.90

Percent increase
16.5
%
 

 

 

 
16.5
%
 
11.3
%
 
 
 
 
 
 
 
 
 
 
 


New straight line base rent per square foot
$
33.38

 

 

 

 
$
33.38

 
$
31.15

Prior straight line base rent per square foot
$
25.24

 

 

 

 
$
25.24

 
$
24.67

Percent increase
32.3
%
 

 

 

 
32.3
%
 
26.3
%
 
 
 
 
 
 
 
 
 
 
 


Renewed Space:
 
 
 
 
 
 
 
 
 
 


Number of leases
166

 

 

 

 
166

 
172

Gross leasable area
762,300

 

 

 

 
762,300

 
833,106

New initial base rent per square foot
$
24.69

 

 

 

 
$
24.69

 
$
24.94

Prior expiring base rent per square foot
$
22.78

 

 

 

 
$
22.78

 
$
22.38

Percent increase
8.4
%
 

 

 

 
8.4
%
 
11.5
%
 
 
 
 
 
 
 
 
 
 
 


New straight line base rent per square foot
$
25.91

 

 

 

 
$
25.91

 
$
26.53

Prior straight line base rent per square foot
$
21.96

 

 

 

 
$
21.96

 
$
21.74

Percent increase
18.0
%
 

 

 

 
18.0
%
 
22.0
%
 
 
 
 
 
 
 
 
 
 
 


Total Re-tenanted and Renewed Space (3):
 
 
 
 
 
 
 
 
 
 


Number of leases
228

 

 

 

 
228

 
241

Gross leasable area
947,545

 

 

 

 
947,545

 
1,095,795

New initial base rent per square foot
$
25.78

 

 

 

 
$
25.78

 
$
25.60

Prior expiring base rent per square foot
$
23.41

 

 

 

 
$
23.41

 
$
22.98

Percent increase
10.2
%
 

 

 

 
10.2
%
 
11.4
%
 
 
 
 
 
 
 
 
 
 
 


New straight line base rent per square foot
$
27.37

 

 

 

 
$
27.37

 
$
27.64

Prior straight line base rent per square foot
$
22.60

 

 

 

 
$
22.60

 
$
22.44

Percent increase
21.1
%
 

 

 

 
21.1
%
 
23.1
%
(1)
Excludes unconsolidated outlet centers. See table on page 4.
(2)
All 2016 information excludes the outlet center in Fort Myers, FL, which was sold on January 12, 2016.
(3)
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.



11
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2016


Consolidated Balance Sheets (dollars in thousands)
 
3/31/2016
 
12/31/2015
 
9/30/2015
 
6/30/2015
 
3/31/2015
Assets
 
 
 
 
 
 
 
 
 
Rental property
 
 
 
 
 
 
 
 
 
Land
$
235,622

 
$
240,267

 
$
225,306

 
$
217,994

 
$
217,994

Buildings, improvements and fixtures
2,219,955

 
2,249,417

 
2,173,499

 
2,078,946

 
1,950,092

Construction in progress
42,287

 
23,533

 
63,445

 
95,167

 
154,328

 
2,497,864

 
2,513,217

 
2,462,250

 
2,392,107

 
2,322,414

Accumulated depreciation
(749,325
)
 
(748,341
)
 
(727,921
)
 
(699,836
)
 
(680,739
)
Total rental property, net
1,748,539

 
1,764,876

 
1,734,329

 
1,692,271

 
1,641,675

Cash and cash equivalents
18,877

 
21,558

 
20,661

 
16,949

 
14,661

Restricted cash

 
121,306

 
42,904

 

 

Rental property held for sale

 

 
19,286

 
46,862

 
46,530

Investments in unconsolidated joint ventures
218,732

 
201,083

 
197,964

 
212,939

 
205,083

Deferred lease costs and other intangibles, net
123,404

 
127,089

 
130,390

 
133,909

 
137,478

Prepaids and other assets
81,054

 
78,913

 
74,577

 
74,393

 
71,924

Total assets (a)
$
2,190,606

 
$
2,314,825

 
$
2,220,111

 
$
2,177,323

 
$
2,117,351

Liabilities and Equity
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
Debt
 
 
 
 
 
 
 
 
 
Senior, unsecured notes, net
$
789,635

 
$
789,285

 
$
788,930

 
$
788,577

 
$
788,128

Unsecured term loans, net
258,540

 
265,832

 
265,674

 
265,500

 
265,325

Mortgages payable, net
167,603

 
310,587

 
280,594

 
275,463

 
284,126

Unsecured lines of credit, net
259,890

 
186,220

 
193,338

 
173,533

 
112,622

Total debt (a)
1,475,668

 
1,551,924

 
1,528,536

 
1,503,073

 
1,450,201

Accounts payable and accruals
67,608

 
97,396

 
90,506

 
83,787

 
80,835

Deferred financing obligation

 
28,388

 
28,388

 
28,388

 
28,388

Other liabilities
31,758

 
31,085

 
31,405

 
30,639

 
31,076

Total liabilities
1,575,034

 
1,708,793

 
1,678,835

 
1,645,887

 
1,590,500

Commitments and contingencies

 

 

 

 

Equity
 
 
 
 
 
 
 
 
 
Tanger Factory Outlet Centers, Inc.
 
 
 
 
 
 
 
 
 
Common shares
961

 
959

 
958

 
958

 
958

Paid in capital
808,779

 
806,379

 
802,638

 
798,587

 
794,652

Accumulated distributions in excess of net income
(195,654
)
 
(195,486
)
 
(256,180
)
 
(272,948
)
 
(270,124
)
Accumulated other comprehensive loss
(29,814
)
 
(36,715
)
 
(33,943
)
 
(22,470
)
 
(25,755
)
  Equity attributable to Tanger Factory Outlet
  Centers, Inc.
584,272

 
575,137

 
513,473

 
504,127

 
499,731

Equity attributable to noncontrolling interests
 
 
 
 
 
 
 
 
 
Noncontrolling interests in Operating Partnership
30,711

 
30,309

 
27,207

 
26,712

 
26,481

Noncontrolling interest in other consolidated partnerships
589

 
586

 
596

 
597

 
639

Total equity
615,572

 
606,032

 
541,276

 
531,436

 
526,851

Total liabilities and equity
$
2,190,606

 
$
2,314,825

 
$
2,220,111

 
$
2,177,323

 
$
2,117,351

(a)
In accordance with recent accounting guidance, "Simplifying the Presentation of Debt Issuance Costs", our deferred debt origination costs and related accumulated amortization previously recorded in the line item “deferred debt origination costs, net” have been reclassified from assets to the respective debt line items within the liabilities section in the consolidated balance sheet as of December 31, 2015.

12
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2016



Consolidated Statements of Operations (dollars and shares in thousands)
 
 
 
Three Months Ended
 
YTD
 
3/31/16
 
12/31/15
 
9/30/15
 
6/30/15
 
3/31/15
 
 
3/31/16
 
3/31/15
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Base rentals
$
72,623

 
$
73,889

 
$
75,841

 
$
72,329

 
$
67,629

 
 
$
72,623

 
$
67,629

Percentage rentals
2,150

 
3,261

 
2,625

 
2,042

 
2,229

 
 
2,150

 
2,229

Expense reimbursements
33,242

 
32,653

 
30,542

 
29,909

 
33,364

 
 
33,242

 
33,364

Management, leasing and other services
1,121

 
1,163

 
1,253

 
1,727

 
1,283

 
 
1,121

 
1,283

Other income
1,669

 
1,835

 
2,645

 
1,729

 
1,421

 
 
1,669

 
1,421

Total revenues
110,805

 
112,801

 
112,906

 
107,736

 
105,926

 
 
110,805

 
105,926

Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property operating
37,874

 
37,582

 
36,231

 
34,958

 
37,732

 
 
37,874

 
37,732

General and administrative
11,565

 
10,038

 
11,514

 
11,612

 
11,305

 
 
11,565

 
11,305

Depreciation and amortization
26,567

 
26,890

 
28,785

 
24,272

 
23,989

 
 
26,567

 
23,989

Total expenses
76,006

 
74,510

 
76,530

 
70,842

 
73,026

 
 
76,006

 
73,026

Operating income
34,799

 
38,291

 
36,376

 
36,894

 
32,900

 
 
34,799

 
32,900

Other income/(expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
(14,884
)
 
(14,078
)
 
(13,933
)
 
(13,088
)
 
(13,089
)
 
 
(14,884
)
 
(13,089
)
Gain on sale of assets and interests in unconsolidated entities
4,887

 
86,506

 
20,215

 

 
13,726

 
 
4,887

 
13,726

Other nonoperating income (expense)
316

 
62

 
89

 
(493
)
 
306

 
 
316

 
306

Income before equity in earnings of unconsolidated joint ventures
25,118

 
110,781

 
42,747

 
23,313

 
33,843

 
 
25,118

 
33,843

Equity in earnings of unconsolidated joint ventures
3,499

 
3,182

 
3,713

 
2,046

 
2,543

 
 
3,499

 
2,543

Net income
28,617

 
113,963

 
46,460

 
25,359

 
36,386

 
 
28,617

 
36,386

Noncontrolling interests in Operating Partnership
(1,444
)
 
(5,799
)
 
(2,364
)
 
(1,313
)
 
(1,855
)
 
 
(1,444
)
 
(1,855
)
Noncontrolling interests in other consolidated partnerships
(23
)
 
(32
)
 
(21
)
 
435

 
(19
)
 
 
(23
)
 
(19
)
Net income attributable to Tanger Factory Outlet Centers, Inc.
27,150

 
108,132

 
44,075

 
24,481

 
34,512

 
 
27,150

 
34,512

Allocation to participating securities
(294
)
 
(1,198
)
 
(494
)
 
(308
)
 
(408
)
 
 
(294
)
 
(408
)
Net income available to common shareholders
$
26,856

 
$
106,934

 
$
43,581

 
$
24,173

 
$
34,104

 
 
$
26,856

 
$
34,104

Basic earnings per common share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
0.28

 
$
1.13

 
$
0.46

 
$
0.26

 
$
0.36

 
 
$
0.28

 
$
0.36

Diluted earnings per common share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
0.28

 
$
1.13

 
$
0.46

 
$
0.26

 
$
0.36

 
 
$
0.28

 
$
0.36

Weighted average common shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
94,944

 
94,768

 
94,746

 
94,741

 
94,536

 
 
94,944

 
94,536

Diluted
95,003

 
94,827

 
94,799

 
94,795

 
94,697

 
 
95,003

 
94,697


13
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2016



Funds from operations (FFO) and Funds available for distribution (FAD) Analysis (dollars and shares in thousands)
 
 
 
Three Months Ended
 
YTD
 
3/31/16
 
12/31/15
 
9/30/15
 
6/30/15
 
3/31/15
 
 
3/31/16
 
3/31/15
FFO:
 
 
 
 
 
 
 
 
 
 
 
 

 
 

Net income
$
28,617

 
$
113,963

 
$
46,460

 
$
25,359

 
$
36,386

 
 
$
28,617

 
$
36,386

Adjusted for -
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization of real estate assets - consolidated properties
26,205

 
26,531

 
28,428

 
23,919

 
23,637

 
 
26,205

 
23,637

Depreciation and amortization of real estate assets - unconsolidated joint ventures
5,339

 
5,528

 
5,411

 
5,038

 
4,076

 
 
5,339

 
4,076

Gain on sale of assets and interests in unconsolidated entities
(4,887
)
 
(86,506
)
 
(20,215
)
 

 
(13,726
)
 
 
(4,887
)
 
(13,726
)
FFO
55,274

 
59,516

 
60,084

 
54,316

 
50,373

 
 
55,274

 
50,373

FFO attributable to noncontrolling interests in other consolidated partnerships
(47
)
 
(57
)
 
(45
)
 
412

 
(42
)
 
 
(47
)
 
(42
)
Allocation to participating securities
(569
)
 
(625
)
 
(640
)
 
(583
)
 
(560
)
 
 
(569
)
 
(560
)
FFO available to common shareholders
$
54,658

 
$
58,834

 
$
59,399

 
$
54,145

 
$
49,771

 
 
$
54,658

 
$
49,771

FFO per common share
$
0.55

 
$
0.59

 
$
0.59

 
$
0.54

 
$
0.50

 
 
$
0.55

 
$
0.50

FAD available to common shareholders:
 
 
 
 
 
 
 
 
 
FFO available to common shareholders
$
54,658

 
$
58,834

 
$
59,399

 
$
54,145

 
$
49,771

 
 
$
54,658

 
$
49,771

Adjusted for -
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate depreciation excluded above
362

 
359

 
357

 
353

 
352

 
 
362

 
352

Amortization of finance costs
744

 
835

 
694

 
603

 
599

 
 
744

 
599

Amortization of net debt discount (premium)
959

 
191

 
139

 
(88
)
 
14

 
 
959

 
14

Amortization of share-based compensation
4,001

 
3,152

 
3,994

 
3,953

 
3,613

 
 
4,001

 
3,613

Straight line rent adjustment
(1,607
)
 
(1,605
)
 
(1,924
)
 
(1,549
)
 
(1,269
)
 
 
(1,607
)
 
(1,269
)
Market rent adjustment
663

 
337

 
825

 
383

 
916

 
 
663

 
916

2nd generation tenant allowances
(1,671
)
 
(3,960
)
 
(1,428
)
 
(4,128
)
 
(956
)
 
 
(1,671
)
 
(956
)
Capital improvements
(3,043
)
 
(1,231
)
 
(3,555
)
 
(4,558
)
 
(2,738
)
 
 
(3,043
)
 
(2,738
)
Adjustments from unconsolidated joint ventures
(384
)
 
(196
)
 
(506
)
 
(399
)
 
(479
)
 
 
(384
)
 
(479
)
FAD available to common shareholders
$
54,682

 
$
56,716

 
$
57,995

 
$
48,715

 
$
49,823

 
 
$
54,682

 
$
49,823

FAD per common share
0.55

 
$
0.57

 
$
0.58

 
$
0.49

 
$
0.50

 
 
$
0.55

 
$
0.50

Dividends per share
$
0.285

 
$
0.285

 
$
0.285

 
$
0.285

 
$
0.240

 
 
$
0.285

 
$
0.240

Special dividends per share

 
0.210

 

 

 

 
 

 

Total dividends per share
$
0.285

 
$
0.495

 
$
0.285

 
$
0.285

 
$
0.240

 
 
$
0.285

 
$
0.240

FFO payout ratio (1)
52
%
 
48
%
 
48
%
 
53
%
 
48
%
 
 
52
%
 
48
%
FAD payout ratio (1)
52
%
 
50
%
 
49
%
 
58
%
 
48
%
 
 
52
%
 
48
%
Diluted weighted average common shares
100,056

 
99,905

 
99,877

 
99,873

 
99,775

 
 
100,056

 
99,775

(1)
Excludes the special dividend of $0.21 per share paid on January 15, 2016 to holders of record on December 31, 2015.

14
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2016



Unconsolidated Joint Venture Information

The following table details certain information as of March 31, 2016, except for Net Operating Income ("NOI") which is for the three months ended March 31, 2016, about various unconsolidated real estate joint ventures in which we have an ownership interest (dollars in millions):
Joint Venture
 
Center Location
 
Tanger's Ownership %
 
Square Feet
 
Tanger's Share of Total Assets
 
Tanger's Share of NOI
 
Tanger's Share of Net Debt (1)
Charlotte
 
Charlotte, NC
 
50.0
%
 
397,839

 
$
43.4

 
$
1.8

 
$
44.8

 
 
 
 
 
 
 
 
 
 
 
 
 
Columbus (2)
 
Columbus, OH
 
50.0
%
 

 
35.2

 

 

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

 
30.3

 
1.1

 
32.4

 
 
 
 
 
 
 
 
 
 
 
 
 
National Harbor
 
National Harbor, MD
 
50.0
%
 
338,786

 
49.7

 
1.4

 
42.9

 
 
 
 
 
 
 
 
 
 
 
 
 
RioCan Canada (3)
 
Various
 
50.0
%
 
902,089

 
135.0

 
1.4

 
6.0

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

 
97.0

 
3.2

 
46.8

 
 
 
 
 
 
 
 
 
 
 
 
 
Westgate
 
Glendale, AZ
 
58.0
%
 
410,664

 
48.9

 
1.5

 
35.9

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
$
439.5

 
$
10.4

 
$
208.8

(1)
Net of debt origination costs and premiums
(2)
Center is currently under construction.
(3)
Includes a 161,307 square foot center in Bromont, Quebec; a 308,517 square foot center in Cookstown, Ontario; a 316,494 square foot center in Ottawa, Ontario; a 115,771 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's Ownership % column, which states our legal interest in this venture. As of March 31, 2016, 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.










15
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2016



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 3/31/2016



Non-GAAP Pro Rata Balance Sheet as of March 31, 2016 (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
$
235,622

 
$

 
$
56,849

 
$
292,471

Buildings, improvements and fixtures
2,219,955

 
(160
)
 
342,848

 
2,562,643

Construction in progress
42,287

 

 
42,763

 
85,050

 
2,497,864

 
(160
)
 
442,460

 
2,940,164

Accumulated depreciation
(749,325
)
 

 
(36,992
)
 
(786,317
)
Total rental property, net
1,748,539

 
(160
)
 
405,468

 
2,153,847

Cash and cash equivalents
18,877

 

 
14,952

 
33,829

Investments in unconsolidated joint ventures
218,732

 
(429
)
 
(218,303
)
 

Deferred lease costs and other intangibles, net
123,404

 

 
9,905

 
133,309

Prepaids and other assets
81,054

 

 
7,088

 
88,142

Total assets
$
2,190,606

 
$
(589
)
 
$
219,110

 
$
2,409,127

Liabilities and Equity
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Debt
 
 
 
 
 
 
 
Senior, unsecured notes, net
$
789,635

 
$

 
$

 
$
789,635

Unsecured term loans, net
258,540

 

 

 
258,540

Mortgages payable, net
167,603

 

 
208,774

 
376,377

Unsecured lines of credit, net
259,890

 

 

 
259,890

Total debt
1,475,668

 

 
208,774

 
1,684,442

Accounts payable and accruals
67,608

 

 
13,909

 
81,517

Other liabilities
31,758

 

 
(3,573
)
 
28,185

Total liabilities
1,575,034

 

 
219,110

 
1,794,144

Commitments and contingencies

 

 

 

Equity
 
 
 
 
 
 
 
Tanger Factory Outlet Centers, Inc.
 
 
 
 
 
 
 
Common shares
961

 

 

 
961

Paid in capital
808,779

 

 

 
808,779

Accumulated distributions in excess of net income
(195,654
)
 

 

 
(195,654
)
Accumulated other comprehensive loss
(29,814
)
 

 

 
(29,814
)
Equity attributable to Tanger Factory Outlet Centers, Inc.
584,272

 

 

 
584,272

Equity attributable to noncontrolling interests
 
 
 
 
 
 
 
Noncontrolling interests in Operating Partnership
30,711

 

 

 
30,711

Noncontrolling interest in other consolidated partnerships
589

 
(589
)
 

 

Total equity
615,572

 
(589
)
 

 
614,983

Total liabilities and equity
$
2,190,606

 
$
(589
)
 
$
219,110

 
$
2,409,127




17
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2016



Non-GAAP Pro Rata Statement of Operations year to date March 31, 2016 (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
$
72,623

 
$
(3
)
 
$
10,098

 
$
82,718

Percentage rentals
2,150

 

 
493

 
2,643

Expense reimbursements
33,242

 
(2
)
 
5,256

 
38,496

Management, leasing and other services
1,121

 

 

 
1,121

Other income
1,669

 

 
398

 
2,067

Total revenues
110,805

 
(5
)
 
16,245

 
127,045

Expense
 
 
 
 
 
 
 
Property operating
37,874

 
(1
)
 
5,755

 
43,628

General and administrative
11,565

 

 
64

 
11,629

Depreciation and amortization
26,567

 
(2
)
 
5,317

 
31,882

Total expenses
76,006

 
(3
)
 
11,136

 
87,139

Operating income
34,799

 
(2
)
 
5,109

 
39,906

Other income/(expense)
 
 
 
 
 
 
 
Interest expense
(14,884
)
 
1

 
(1,633
)
 
(16,516
)
Gain on sale of assets and interests in unconsolidated entities
4,887

 

 

 
4,887

Other nonoperating income (expense)
316

 


 
1

 
317

Income before equity in earnings of unconsolidated joint ventures
25,118

 
(1
)
 
3,477

 
28,594

Equity in earnings of unconsolidated joint ventures
3,499

 
(22
)
 
(3,477
)
 

Net income
28,617

 
(23
)
 

 
28,594

Noncontrolling interests in Operating Partnership
(1,444
)
 

 

 
(1,444
)
Noncontrolling interests in other consolidated partnerships
(23
)
 
23

 

 

Net income attributable to Tanger Factory Outlet Centers, Inc.
27,150

 

 

 
27,150

Allocation to participating securities
(294
)
 

 

 
(294
)
Net income available to common shareholders
$
26,856

 
$

 
$

 
$
26,856



18
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2016



External Growth Pipeline Summary as of March 31, 2016
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
 
 
 
 
 
 
 
 
 
Columbus, OH (2)
June 2016
355

$
94.9

$
59.9

50%
$

$

$
17.5

10.0% - 11.0%
Daytona Beach, FL
Holiday 2016
352

91.3

26.4

100%


64.9

9.5% - 10.5%
Total New Developments
 
707

$
186.2

$
86.3

 
$

$

$
82.4

10.3%
 
 
 
 
 
 
 
 
 
 
(1)
Weighted average projected stabilized yield for projects under construction is calculated using the midpoint of the projected stabilized yield disclosed for each project.
(2)
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 3/31/2016



Debt Outstanding Summary (dollars in thousands)
As of March 31, 2016
 
Principal
Balance
 
Stated
Interest Rate
 
Effective(1) Interest Rate
 
Maturity
Date
Unsecured debt:
 

 
 
 
 
 
 
Unsecured lines of credit (2)
$
263,700

 
LIBOR + 0.90%

 
 
 
10/29/2019
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 (3)
250,000

 
LIBOR + 1.05%

 
 
 
2/23/2019
Unsecured note payable
10,000

 
1.50%

 
3.153%

 
6/30/2016
Net debt discounts and debt origination costs
(15,635
)
 
 

 
 
 
 
Total unsecured debt
$
1,308,065

 
 

 
 
 
 
Secured mortgage debt:
 
 
 
 
 
 
 
Atlantic City, NJ (4)
$
42,617

 
5.14% - 7.65%

 
5.05%

 
11/15/2021 - 12/8/2026
Foxwoods, CT (5)
70,250

 
LIBOR + 1.65%

 
 
 
12/5/2017
Southaven, MS (6)
52,717

 
LIBOR + 1.75%

 
 
 
4/29/2018
Debt premium and debt origination costs
2,019

 
 
 
 
 
 
Total secured mortgage debt
$
167,603

 
 
 
 
 
 
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%

 
 
 
7/1/2017
National Harbor (9)
43,500

 
LIBOR + 1.65%

 
 
 
11/13/2019
RioCan Canada(10)
5,671

 
5.75
%
 
4.18
%
 
5/10/2020
Savannah (11)
47,549

 
LIBOR + 1.65%

 
 
 
5/21/2017
Westgate (12)
35,960

 
LIBOR + 1.75%

 
 
 
6/27/2017
Debt premium and debt origination costs
(1,406
)
 
 
 
 
 
 
Total Tanger's share of unconsolidated JV debt
$
208,774

 
 

 
 
 
 
(1)
The effective interest rate excludes interest rate swap agreements that fix the base LIBOR rate at an average of 1.16% on notional amounts aggregating $325.0 million as follows:
(a)
Interest rate swaps entered into in October 2013 to hedge our variable interest rate exposure on notional amounts aggregating $150.0 million. These interest rate swap agreements fix the base LIBOR rate at an average of 1.30% through August 14, 2018, and
(b)
Interest rate swaps entered into in April 2016 to hedge our variable interest rate exposure on notional amounts aggregating $175.0 million. These interest rate swap agreements fix the base LIBOR rate at an average of 1.03% through January 1, 2021.



20
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2016



(2)
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. The syndicated credit line may be increased to $1.0 billion through an accordion feature in certain circumstances. The unsecured lines of credit have an expiration date of October 29, 2019 with an option for a one year extension.

(3)
On April 13, 2016, the company amended the unsecured term loan to increase the size of the loan from $250 million to $325 million, extend the maturity date from February 23, 2019 to April 13, 2021, and reduce the LIBOR spread from LIBOR plus 105 basis points to LIBOR plus 95 basis points. The additional loan proceeds of $75 million were used to pay down balances under the Operating Partnership's unsecured lines of credit.

(4)
Represents mortgages assumed in the acquisition of this property.

(5)
Represents 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.

(6)
Represents 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 March 31, 2016, the principal balance on the loan was $52.7 million. The additional $7.3 million is available to fund the remaining construction costs to complete the center which opened in November 2015.

(7)
Represents a mortgage loan of $90.0 million. The loan initially matures on November 24, 2018, with one one -year extension option. As of March 31, 2016, the principal balance on the loan was $90.0 million.

(8)
Represents 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 March 31, 2016, the principal balance on the loan was $65.0 million. The additional $5.0 million is available for future expansion.

(9)
Represents a construction loan with with the ability to borrow up to $87.0 million. As of March 31, 2016, the principal balance on the loan was $87.0 million.

(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 $11.3 million and matures on May 10, 2020.

(11)
Represents a construction loan with a with the ability to borrow up 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 March 31, 2016, the principal balance on the loan was $95.1 million. The additional $5.8 million is available for construction of the approximately 42,000 square foot expansion that is currently in progress.

(12)
Represents a construction loan with with the ability to borrow up to $62.0 million. On April 1, 2015, the joint venture exercised the option to extend the maturity date of the loan to June 27, 2017. As of March 31, 2016, the principal balance on the loan was $62.0 million.


21
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2016



Future Scheduled Principal Payments (dollars in thousands)
As of March 31, 2016
Year
Tanger
Consolidated
Payments
 
Tanger's Share
of Unconsolidated
JV Payments
 
Total
Scheduled
Payments
2016
$
12,148

 
$
198

 
$
12,346

2017
73,258

 
116,287

 
189,545

2018
55,900

 
45,294

 
101,194

2019 (1)
517,069

 
43,811

 
560,880

2020
303,566

 
4,590

 
308,156

2021
5,793

 

 
5,793

2022
4,436

 

 
4,436

2023
254,768

 

 
254,768

2024
255,140

 

 
255,140

2025
1,501

 

 
1,501

2026 & thereafter
5,705

 

 
5,705

 
$
1,489,284

 
$
210,180

 
$
1,699,464

Net debt discounts and debt origination costs
(13,616
)
 
(1,406
)
 
(15,022
)
 
$
1,475,668

 
$
208,774

 
$
1,684,442

(1)
Includes principal balance of $263.7 million outstanding under the company's unsecured lines of credit.
Senior Unsecured Notes Financial Covenants (1) 
As of March 31, 2016
 
Required
 
Actual
 
Compliance
Total Consolidated Debt to Adjusted Total Assets
<60%
 
49
%
 
Yes
Total Secured Debt to Adjusted Total Assets
<40%
 
6
%
 
Yes
Total Unencumbered Assets to Unsecured Debt
>150%
 
187
%
 
Yes
Consolidated Income Available for Debt Service to Annual Debt Service Charge
>1.5
 
5.26

 
Yes
(1)
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 3/31/2016



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 3/31/2016

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