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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 1-11986
TANGER FACTORY OUTLET CENTERS, INC.
(Exact name of Registrant as specified in its charter)
North Carolina 56-1815473
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3200 Northline Avenue
Suite 360
Greensboro, NC 27408 (336) 292-3010
(Address of principal executive offices (Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
Common Shares, $.01 par value New York Stock Exchange
Series A Cumulative Convertible Redeemable New York Stock Exchange
Preferred Shares, $.01 par value
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[ ]
The aggregate market value of voting shares held by nonaffiliates of the
Registrant was approximately $133,070,000 based on the closing price on the New
York Stock Exchange for such stock on March 1, 2000.
The number of Common Shares of the Registrant outstanding as of March 1, 2000
was 7,876,835.
Documents Incorporated By Reference
Part III incorporates certain information by reference from the Registrant's
definitive proxy statement to be filed with respect to the Annual Meeting of
Shareholders to be held May 16, 2000.
PART I
Item 1. Business
The Company
Tanger Factory Outlet Centers, Inc. (the "Company"), a fully-integrated,
self-administered and self-managed real estate investment trust ("REIT"),
focuses exclusively on developing, acquiring, owning and operating factory
outlet centers, and provides all development, leasing and management services
for its centers. According to Value Retail News, an industry publication, the
Company is one of the largest owners and operators of factory outlet centers in
the United States. As of December 31, 1999, the Company owned and operated 31
centers (the "Centers") with a total gross leasable area ("GLA") of
approximately 5.1 million square feet. These centers were approximately 97%
leased, contained over 1,300 stores and represented over 280 brand name
companies as of such date.
The factory outlet centers and other assets of the Company's business are held
by, and all of its operations are conducted by, Tanger Properties Limited
Partnership (the "Operating Partnership"). Accordingly, the descriptions of the
business, employees and properties of the Company are also descriptions of the
business, employees and properties of the Operating Partnership.
Prior to 1999, the Company owned the majority of the units of partnership
interest issued by the Operating Partnership (the "Units") and served as its
sole general partner. During 1999, the Company transferred its ownership of
Units into two wholly-owned subsidiaries, the Tanger GP Trust and the Tanger LP
Trust. The Tanger GP Trust controls the Operating Partnership as its sole
general partner. The Tanger LP Trust holds a limited partnership interest. The
Tanger Family Limited Partnership ("TFLP"), holds the remaining Units as a
limited partner. Stanley K. Tanger, the Company's Chairman of the Board and
Chief Executive Officer, is the sole general partner of TFLP.
As of December 31, 1999, the Company's wholly-owned subsidiaries owned 7,876,835
Units, and 85,270 Preferred Units (which are convertible into approximately
795,309 limited partnership Units) and TFLP owned 3,033,305 Units. TFLP's Units
are exchangeable, subject to certain limitations to preserve the Company's
status as a REIT, on a one-for-one basis for common shares of the Company. See
"Business-The Operating Partnership". Preferred Units are automatically
converted into limited partnership Units to the extent of any conversion of
preferred shares of the Company into common shares of the Company. Management of
the Company beneficially owns approximately 27% of all outstanding common shares
(assuming the Series A Preferred Shares and the limited partner's Units are
exchanged for common shares but without giving effect to the exercise of any
outstanding stock and partnership Unit options).
Ownership of the Company's common and preferred shares is restricted to preserve
the Company's status as a REIT for federal income tax purposes. Subject to
certain exceptions, a person may not actually or constructively own more than 4%
of the Company's common shares (including common shares which may be issued as a
result of conversion of Series A Preferred Shares) or more than 29,400 Series A
Preferred Shares (or a lesser number in certain cases). The Company also
operates in a manner intended to enable it to preserve its status as a REIT,
including, among other things, making distributions with respect to its
outstanding common and preferred shares equal to at least 95% of its taxable
income each year.
The Company is a North Carolina corporation that was formed in March 1993. The
executive offices are currently located at 3200 Northline Avenue, Suite 360,
Greensboro, North Carolina, 27408 and the telephone number is (336) 292-3010.
Recent Developments
At December 31, 1999, the Company owned 31 centers in 22 states totaling
5,149,000 square feet of operating GLA compared to 31 centers in 23 states
totaling 5,011,000 square feet of operating GLA as of December 31, 1998. The
138,000 net increase in GLA is comprised primarily of an increase of 176,000
square feet due to expansions in five existing centers during the year, an
increase of 165,000 square feet due the acquisition of Bass Pro Outdoor World in
Fort Lauderdale, Florida and a decrease of 198,000 square feet due to the
tornado destruction of the center in Stroud, Oklahoma. In addition, the Company
has approximately 114,000 square feet of expansion space under construction in
three centers, which are scheduled to open during the first six months of 2000.
2
The center in Stroud, Oklahoma was destroyed by a tornado in May 1999. At
December 31, 1999, the Company had recorded a receivable of $4.2 million from
the Company's property insurance carrier. This amount, which was collected in
January 2000, represents the unpaid portion of an insurance settlement of $13.4
million related to the loss of the Stroud center. Approximately $1.9 million of
the settlement proceeds represented business interruption insurance. The
business interruption proceeds are being amortized to other income over a period
of fourteen months. The unrecognized portion of the business interruption
proceeds at December 31, 1999 totaled $985,200. The remaining portion of the
settlement, net of related expenses, was considered replacement proceeds for the
portion of the center that was totally destroyed. As a result, the Company
recognized a gain on disposal of $4.1 million during 1999. The remaining
carrying value for this property consists of land and related site work totaling
$1.7 million.
The Company also is in the process of developing plans for additional expansions
and new centers for completion in 2000 and beyond. Currently, the Company is in
the preleasing stage of a second phase of the Fort Lauderdale development that
will include 130,000 square feet of GLA to be developed on the 12-acre parcel
adjacent to the Bass Pro Outdoor World store. If the Company decides to develop
this project, it anticipates stores in this phase to begin opening in early
2001. Based on tenant demand, the Company also has an option to purchase the
retail portion of a site at the Bourne Bridge Rotary in Cape Cod, MA where it
plans to develop a new 300,000 square foot outlet center. The entire site will
contain more than 950,000 square feet of mixed-use entertainment, retail, office
and residential community built in the style of a Cape Cod Village. The local
and state planning authorities are currently reviewing the project and the
Company anticipates final approvals by early 2001.
These anticipated or planned developments or expansions may not be started or
completed as scheduled, or may not result in accretive funds from operations. In
addition, the Company regularly evaluates acquisition or disposition proposals,
engages from time to time in negotiations for acquisitions or dispositions and
may from time to time enter into letters of intent for the purchase or sale of
properties. Any prospective acquisition or disposition that is being evaluated
or which is subject to a letter of intent also may not be consummated, or if
consummated, may not result in accretive funds from operations.
During March 1999, the Company refinanced its 8.92% notes that had a carrying
amount of $47.3 million. The refinancing reduced the interest rate to 7.875%,
increased the loan amount to $66.5 million and extended the maturity date to
April 2009. The additional proceeds were used to reduce amounts outstanding
under the Company's revolving lines of credit. In addition, the Company extended
the maturity of all of its revolving lines of credit by one year. The lines of
credit now have maturity dates in the years 2001 and 2002.
In January 2000, the Company entered into a $20.0 million two year unsecured
term loan with interest payable at LIBOR plus 2.25%. The proceeds were used to
reduce amounts outstanding under the existing lines of credit. Also in January
2000, the Company entered into interest rate swap agreements on notional amounts
totaling $20.0 million at a cost of $162,000. The agreements mature in January
2002. The swap agreements have the effect of fixing the interest rate on the new
$20.0 million loan at 8.75%.
The Factory Outlet Concept
Factory outlets are manufacturer-operated retail stores that sell primarily
first quality, branded products at significant discounts from regular retail
prices charged by department stores and specialty stores. Factory outlet centers
offer numerous advantages to both consumers and manufacturers. Manufacturers
selling in factory outlet stores are often able to charge customers lower prices
for brand name and designer products by eliminating the third party retailer,
and because factory outlet centers typically have lower operating costs than
other retailing formats. Factory outlet centers enable manufacturers to optimize
the size of production runs while continuing to maintain control of their
distribution channels. In addition, factory outlet centers benefit manufacturers
by permitting them to sell out-of-season, overstocked or discontinued
merchandise without alienating department stores or hampering the manufacturer's
brand name, as is often the case when merchandise is distributed via discount
chains.
The Company's factory outlet centers range in size from 11,000 to 716,529 square
feet of GLA and are typically located at least 10 miles from densely populated
areas, where major department stores and manufacturer-owned full-price retail
stores are usually located. Manufacturers prefer these locations so that they do
not compete directly with their major customers and their own stores. Many of
the Company's factory outlet centers are located near tourist destinations to
attract tourists who consider shopping to be a recreational activity and are
typically situated in close proximity to interstate highways that provide
accessibility and visibility to potential customers.
3
Management believes that factory outlet centers continue to present attractive
opportunities for capital investment by the Company, particularly with respect
to strategic re-merchandising plans and expansions of existing centers.
Management believes that under present conditions such development or expansion
costs, coupled with current market lease rates, permit attractive investment
returns. Management further believes, based upon its contacts with present and
prospective tenants, that many companies, including prospective new entrants
into the factory outlet business, desire to open a number of new factory outlet
stores in the next several years, particularly where there are successful
factory outlet centers in which such companies do not have a significant
presence or where there are few factory outlet centers. Thus, the Company
believes that its commitment to developing, re-merchandising and expanding
factory outlet centers is justified by the potential financial returns on such
centers.
With the decline in the real estate debt and equity markets, the Company may
not, in the short term, be able to access these markets on favorable terms in
order to maintain its historical rate of external growth. In the interim, the
Company may consider the use of operational and developmental joint ventures and
other related strategies to generate additional cash funding. See
"Business-Capital Strategy" below.
The Company's Factory Outlet Centers
Each of the Company's factory outlet centers carry the Tanger brand name. The
Company believes that both national manufacturers and consumers recognize the
Tanger name as a company that provides outlet shopping centers where consumers
can trust the brand, quality and price of the merchandise they purchase directly
from the manufacturers.
As one of the original participants in this industry, the Company has developed
long-standing relationships with many national and regional manufacturers.
Because of its established relationships with many manufacturers, the Company
believes it is well positioned to capitalize on industry growth.
As of December 31, 1999, the Company had a diverse tenant base comprised of over
280 different well-known, upscale, national designer or brand name companies,
such as Liz Claiborne, Reebok International, Ltd., Tommy Hilfiger, Polo Ralph
Lauren, The Gap, Nautica and Nike. A majority of the factory outlet stores
leased by the Company are directly operated by the respective manufacturer.
No single tenant (including affiliates) accounted for 10% or more of combined
base and percentage rental revenues during 1999, 1998 and 1997. As of March 1,
2000, the Company's largest tenant, including all of its store concepts,
accounted for approximately 6.6% of its GLA. Because the typical tenant of the
Company is a large, national manufacturer, the Company has not experienced any
material problems with respect to rent collections or lease defaults.
Revenues from fixed rents and operating expense reimbursements accounted for
approximately 90% of the Company's total revenues in 1999. Revenues from
contingent sources, such as percentage rents, which fluctuate depending on
tenant's sales performance, accounted for approximately 6% of 1999 revenues. As
a result, only a small portion of the Company's revenues are dependent on
contingent revenue sources.
Business History
Stanley K. Tanger, the Company's founder, Chairman and Chief Executive Officer,
entered the factory outlet center business in 1981. Prior to founding the
Company, Stanley K. Tanger and his son, Steven B. Tanger, the Company's
President and Chief Operating Officer, built and managed a successful family
owned apparel manufacturing business, Tanger/Creighton Inc.
("Tanger/Creighton"), which business included the operation of five factory
outlet stores. Based on their knowledge of the apparel and retail industries, as
well as their experience operating Tanger/Creighton's factory outlet stores, the
Tangers recognized that there would be a demand for factory outlet centers where
a number of manufacturers could operate in a single location and attract a large
number of shoppers.
From 1981 to 1986, Stanley K. Tanger solely developed the first successful
factory outlet centers. Steven Tanger joined the company in 1986 and by June
1993, together, the Tangers had developed 17 Centers with a total GLA of
approximately 1.5 million square feet. In June of 1993, the Company completed
its initial public offering ("IPO"), making Tanger Factory Outlet Centers, Inc.
the first publicly traded outlet center company. Since its IPO, the Company has
developed nine Centers and acquired seven Centers and, together with expansions
of existing Centers net of centers disposed of, added approximately 3.6 million
square feet of GLA to its portfolio, bringing its portfolio of properties as of
December 31, 1999 to 31 Centers totaling approximately 5.1 million square feet
of GLA.
4
Business and Operating Strategy
The Company intends to increase its cash flow and the value of its portfolio
over the long-term by continuing to own, manage, acquire, develop, and expand
factory outlet centers. The Company's strategy is to increase revenues through
new development, selective acquisitions and expansions of factory outlet centers
while minimizing its operating expenses by designing low maintenance properties
and achieving economies of scale. In connection with the ownership and
management of its properties, the Company places an emphasis on regular
maintenance and intends to make periodic renovations as necessary.
While factory outlet stores continue to be a profitable and fundamental
distribution channel for brand name manufacturers, some retail formats are more
successful than others. As typical in the retail industry, certain tenants have
closed, or will close, certain stores by terminating their lease prior to its
original expiration or as a result of filing for protection under bankruptcy
laws.
As part of its strategy of aggressively managing its assets, the Company is
strengthening the tenant base in several of its centers by adding strong new
anchor tenants, such as Nike, GAP, Polo, Tommy Hilfiger and Nautica. To
accomplish this goal, stores may remain vacant for a longer period of time in
order to recapture enough space to meet the size requirement of these upscale,
high volume tenants. Consequently, the Company anticipates that its average
occupancy level will remain strong, but may be more in line with the industry
average going forward.
The Company typically seeks locations for its new centers that have at least 3.5
million people residing within an hour's drive, an average household income
within a 50 mile radius of at least $35,000 per year and access to frontage on a
major or interstate highway with a traffic count of at least 35,000 cars per
day. The Company will vary its minimum conditions based on the particular
characteristics of a site, especially if the site is located near or at a
tourist destination. The Company's current goal is to target sites that are
large enough to support centers with approximately 75 stores totaling at least
300,000 square feet of GLA. Generally, the Company will build such centers in
phases, with the first phase containing 150,000 to 200,000 square feet of GLA.
Subsequent phases are considered based on the success of the center and tenant
demand. Future phases have historically been less expensive to build than the
first phase because the Company generally consummates land acquisition and
finishes most of the site work, including parking lots, utilities, zoning and
other developmental work, in the first phase.
The Company generally preleases at least 50% of the space in each center prior
to acquiring the site and beginning construction. Construction of a new factory
outlet center has normally taken the Company four to six months from
groundbreaking to the opening of the first tenant store. Construction of
expansions to existing properties typically takes less time, usually between
three to four months.
Capital Strategy
The Company's capital strategy is to maintain a strong and flexible financial
position by: (i) maintaining a low level of leverage, (ii) extending and
sequencing debt maturity dates, (iii) managing its floating interest rate
exposure, (iv) maintaining its liquidity and (v) reinvesting a significant
portion of its cash flow by maintaining a low distribution payout ratio, defined
as annual distributions as a percent of funds from operations ("FFO" - See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Funds From Operations") for such year.
The Company has successfully increased its dividend each of its first six years
as a public company. At the same time, the Company continues to have one of the
lowest payout ratios in the REIT industry. The distribution payout ratio for the
year ended December 31, 1999 was 68%. As a result, the Company retained
approximately $13.3 million of its 1999 FFO.
A low distribution payout ratio policy allows the Company to retain capital to
maintain the quality of its portfolio as well as to develop, acquire and expand
properties and reduce debt. In addition, the Company has purchased some of its
outstanding common shares and may continue to do so when its stock price
declines to further reduce the distribution payout ratio and improve earnings
and FFO per share. The Company's Board of Directors has authorized the
repurchase of up to $6.0 million of the Company's common shares, of which $4.8
million was available for future repurchases at December 31, 1999.
5
The Company intends to retain the ability to raise additional capital, including
additional debt, to pursue attractive investment opportunities that may arise
and to otherwise act in a manner that it believes to be in the best interest of
the Company and its shareholders. The Company maintains revolving lines of
credit that provide for unsecured borrowings up to $100 million, of which $11.0
million was available for additional borrowings at December 31, 1999. In January
2000, the Company enterd into a $20.0 million two year unsecured term loan. The
proceeds were used to reduce amounts outstanding under the existing lines of
credit, the effect of which was to take the amounts available under the lines to
$31.0 million
As a general matter, the Company anticipates utilizing its lines of credit as an
interim source of funds to acquire, develop and expand factory outlet centers
and repaying the credit lines with longer-term debt or equity when management
determines that market conditions are favorable. Under joint shelf registration,
the Company and the Operating Partnership could issue up to $100 million in
additional equity securities and $100 million in additional debt securities.
With the decline in the real estate debt and equity markets, the Company may
not, in the short term, be able to access these markets on favorable terms.
Management believes the decline is temporary and may utilize these funds as the
markets improve to continue its external growth. In the interim, the Company may
consider the use of operational and developmental joint ventures and other
related strategies to generate additional cash funding. The Company may also
consider selling certain properties that do not meet the Company's long-term
investment criteria as well as outparcels on existing properties to generate
capital to reinvest into other attractive investment opportunities. Based on
cash provided by operations, existing credit facilities, ongoing negotiations
with certain financial institutions and funds available under the shelf
registration, management believes that the Company has access to the necessary
financing to fund the planned capital expenditures during 2000.
The Operating Partnership
The Centers and other assets of the Company are held by, and all of the
Company's operations are conducted by, the Operating Partnership. As of December
31, 1999, the Company's wholly-owned subsidiaries owned 7,876,835 Units, and
85,270 Preferred Units (which are convertible into approximately 795,309 limited
partnership Units) and TFLP owned 3,033,305 Units. TFLP's Units are
exchangeable, subject to certain limitations to preserve the Company's status as
a REIT, on a one-for-one basis for common shares of the Company.
Each preferred partnership Unit entitles the Company to receive distributions
from the Operating Partnership, in an amount equal to the distribution payable
with respect to a share of Series A Preferred Shares, prior to the payment by
the Operating Partnership of distributions with respect to the general
partnership Units. Preferred partnership Units will be automatically converted
by holders into limited partnership Units to the extent that the Series A
Preferred Shares are converted into Common Shares and will be redeemed by the
Operating Partnership to the extent that the Series A Preferred Shares are
redeemed by the Company.
Competition
The Company carefully considers the degree of existing and planned competition
in a proposed area before deciding to develop, acquire or expand a new center.
The Company's centers compete for customers primarily with factory outlet
centers built and operated by different developers, traditional shopping malls
and full- and off-price retailers. However, management believes that the
majority of the Company's customers visit factory outlet centers because they
are intent on buying name-brand products at discounted prices. Traditional full-
and off-price retailers are often unable to provide such a variety of name-brand
products at attractive prices.
6
Tenants of factory outlet centers typically avoid direct competition with major
retailers and their own specialty stores, and, therefore, generally insist that
the outlet centers be located not less than 10 miles from the nearest major
department store or the tenants' own specialty stores. For this reason, the
Company's centers compete only to a very limited extent with traditional malls
in or near metropolitan areas.
Management believes that the Company competes favorably with as many as three
large national developers of factory outlet centers and numerous small
developers. Competition with other factory outlet centers for new tenants is
generally based on cost, location, quality and mix of the centers' existing
tenants, and the degree and quality of the support and marketing services
provided. As a result of these factors and due to the strong tenant
relationships that presently exist with the current major outlet developers, the
Company believes there are significant barriers to entry into the outlet center
industry by new developers. The Company believes that its centers have an
attractive tenant mix, as a result of the Company's decision to lease
substantially all of its space to manufacturer operated stores rather than to
off-price retailers, and also as a result of the strong brand identity of the
Company's major tenants.
Corporate and Regional Headquarters
The Company rents space in an office building in Greensboro, North Carolina in
which its corporate headquarters is located. In addition, the Company rents a
regional office in New York City, New York under a lease agreement and sublease
agreement, respectively, to better service its principal fashion-related
tenants, many of who are based in and around that area.
The Company maintains offices and employee on-site managers at 25 Centers. The
managers closely monitor the operation, marketing and local relationships at
each of their centers.
Insurance
Management believes that the Centers are covered by adequate fire, flood and
property insurance provided by reputable companies and with commercially
reasonable deductibles and limits.
Employees
As of March 1, 2000, the Company had 150 full-time employees, located at the
Company's corporate headquarters in North Carolina, its regional office in New
York and its 25 business offices.
Item 2. Business and Properties
As of March 1, 2000, the Company's portfolio consisted of 31 Centers located in
22 states. The Company's Centers range in size from 11,000 to 716,529 square
feet of GLA. These Centers are typically strip shopping centers that enable
customers to view all of the shops from the parking lot, minimizing the time
needed to shop. The Centers are generally located near tourist destinations or
along major interstate highways to provide visibility and accessibility to
potential customers.
The Company believes that the Centers are well diversified geographically and by
tenant and that it is not dependent upon any single property or tenant. The only
Center that represents more than 10% of the Company's consolidated total assets
or consolidated gross revenues as of and for the year ended December 31, 1999 is
the property in Riverhead, NY. See "Business and Properties - Significant
Property". No other Center represented more than 10% of the Company's
consolidated total assets or consolidated gross revenues as of December 31,
1999.
Management has an ongoing strategy of acquiring Centers, developing new Centers
and expanding existing Centers. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital Resources"
for a discussion of the cost of such programs and the sources of financing
thereof.
Certain of the Company's Centers serve as collateral for mortgage notes payable.
Of the 31 Centers, the Company owns the land underlying 28 and has ground leases
on three. The land on which the Pigeon Forge and Sevierville Centers are located
are subject to long-term ground leases expiring in 2086 and 2046, respectively.
The land on which the original Riverhead Center is located, approximately 47
acres, is also subject to a ground lease with an initial term expiring in 2004,
with renewal at the option of the Company for up to seven additional terms of
five years each. The land on which the Riverhead Center expansion is located,
containing approximately 43 acres, is owned by the Company.
7
The term of the Company's typical tenant lease ranges from five to ten years.
Generally, leases provide for the payment of fixed monthly rent in advance.
There are often contractual base rent increases during the initial term of the
lease. In addition, the rental payments are customarily subject to upward
adjustments based upon tenant sales volume. Most leases provide for payment by
the tenant of real estate taxes, insurance, common area maintenance, advertising
and promotion expenses incurred by the applicable Center. As a result,
substantially all operating expenses for the Centers are borne by the tenants.
Location of Centers (as of March 1, 2000)
Number of GLA %
State Centers (sq. ft.) of GLA
- ---------------------------------------------------------- ------------- -------------- ---------------
Georgia 4 950,590 18
New York 1 716,529 14
Tennessee 2 434,350 8
Texas 2 414,830 8
Florida 2 363,956 7
Missouri 1 277,494 5
Iowa 1 277,237 5
Louisiana 1 245,325 5
Pennsylvania 1 230,063 4
Arizona 1 186,018 4
North Carolina 2 187,910 4
Indiana 1 141,051 3
Minnesota 1 134,480 3
Michigan 1 112,120 2
California 1 105,950 2
Oregon 1 97,749 2
Kansas 1 88,200 2
Maine 2 84,397 2
Alabama 1 80,730 1
New Hampshire 2 61,915 1
West Virginia 1 49,252 ---
Massachusetts 1 23,417 ---
- ---------------------------------------------------------- ------------- -------------- ---------------
Total 31 5,263,563 100
========================================================== ============= ============== ===============
8
The table set forth below summarizes certain information with respect to the
Company's existing centers as of March 1, 2000.
Mortgage
Debt
GLA % Outstanding Fee or
Date Opened Location (sq. ft.) Occupied (000's) (5) Ground Lease
- ------------------- ------------------------------------------ ----------- ---- ----------- --------------- ---------------------
Jun. 1986 Kittery I, ME 59,694 100 $6,634 Fee
Mar. 1987 Clover, North Conway, NH 11,000 100 --- Fee
Nov. 1987 Martinsburg, WV 49,252 86 --- Fee
Apr. 1988 LL Bean, North Conway, NH 50,915 92 --- Fee
Jul. 1988 Pigeon Forge, TN 94,750 95 --- Ground Lease
Aug. 1988 Boaz, AL 80,730 100 --- Fee
Jun. 1988 Kittery II, ME 24,703 100 --- Fee
Jul. 1989 Commerce, GA 185,750 98 9,460 Fee
Oct. 1989 Bourne, MA 23,417 100 --- Fee
Feb. 1991 West Branch, MI 112,120 97 7,401 Fee
May 1991 Williamsburg, IA 277,237 (1) 98 20,346 Fee
Feb. 1992 Casa Grande, AZ 186,018 89 --- Fee
Dec. 1992 North Branch, MN 134,480 92 --- Fee
Feb. 1993 Gonzales, LA 245,325 99 --- Fee
May 1993 San Marcos, TX 237,395 (2) 97 19,802 Fee
Dec. 1993 Lawrence, KS 88,200 68 --- Fee
Dec. 1993 McMinnville, OR 97,749 (3) 69 --- Fee
Aug. 1994 Riverhead, NY 716,529 (7) 98 --- Ground Lease (4)
Aug. 1994 Terrell, TX 177,435 88 --- Fee
Sep. 1994 Seymour, IN 141,051 77 --- Fee
Oct. 1994 (6) Lancaster, PA 230,063 100 15,351 Fee
Nov. 1994 Branson, MO 277,494 99 --- Fee
Nov. 1994 Locust Grove, GA 248,854 95 --- Fee
Jan. 1995 Barstow, CA 105,950 80 --- Fee
Dec. 1995 Commerce II, GA 342,556 (7) 98 --- Fee
Feb. 1997 (6) Sevierville, TN 339,600 (7) 100 --- Ground Lease
Sept. 1997 (6) Blowing Rock, NC 105,448 98 --- Fee
Sep. 1997 (6) Nags Head, NC 82,462 100 --- Fee
Mar. 1998 (6) Dalton, GA 173,430 95 11,658 Fee
Jul. 1998 (6) Fort Meyers, FL 198,956 98 --- Fee
Nov. 1999 (6) Fort Lauderdale, FL 165,000 100 Fee
- ------------------- ----------------------------------------- ------------ ---- -------- --------------- ------------------------
Total 5,263,563 (7) 95 $ 90,652
=================== ========================================= ============ ==== ======== =============== ========================
(1) GLA excludes 21,781 square foot land lease on outparcel occupied by Pizza
Hut.
(2) GLA excludes 17,400 square foot land lease on outparcel occupied by
Wendy's.
(3) GLA excludes 26,030 square foot land lease to a theatre.
(4) The original Riverhead Center is subject to a ground lease which may be
renewed at the option of the Company for up to seven additional terms of
five years each. The land on which the Riverhead Center expansion is
located is owned by the Company.
(5) As of December 31, 1999. The weighted average interest rate for debt
outstanding at December 31, 1999 was 8.2% and the weighted average maturity
date was December 2003.
(6) Represents date acquired by the Company.
(7) GLA includes square feet of new space not yet open as of December 31, 1999,
which totaled 114,041 square feet (Riverhead - 44,929; Commerce II -
19,300; Sevierville - 49,812)
- --------------------------------
9
Lease Expirations
The following table sets forth, as of March 1, 2000, scheduled lease
expirations, assuming none of the tenants exercise renewal options. Most leases
are renewable for five year terms at the tenant's option.
% of Gross
Annualized
Average Base Rent
No. of Approx. Annualized Annualized Represented
Leases GLA Base Rent Base Rent by Expiring
Year Expiring(1) (sq. ft.) (1) per sq. ft. (000's) (2) Leases
- ------------------------ ----------------- ----------------- ------------- --------------- --------------
2000 116 453,000 (3) $ 12.69 $5,748 9
2001 174 629,000 13.38 8,418 13
2002 242 884,000 15.05 13,301 20
2003 200 871,000 14.04 12,225 17
2004 210 914,000 14.82 13,547 21
2005 64 294,000 15.00 4,411 7
2006 14 105,000 14.35 1,507 2
2007 11 70,000 14.67 1,027 2
2008 9 60,000 13.93 836 1
2009 8 51,000 10.92 557 3
2010 & thereafter 25 395,000 8.92 3,522 5
- ------------------------ ----------- ----------------------- ---------- -------------- ------------------
Total 1,073 4,726,000 $ 13.77 $ 65,099 100
======================== =========== ======================= ========== ============== ==================
(1) Excludes leases that have been entered into but which tenant has not yet
taken possession, vacant suites and month-to-month leases totaling in the
aggregate approximately 491,000 square feet.
(2) Base rent is defined as the minimum payments due, excluding periodic
contractual fixed increases.
(3) Excludes 221,000 square feet scheduled to expire in 2000 that had already
renewed as of March 1, 2000.
Rental and Occupancy Rates
The following table sets forth information regarding the expiring leases during
each of the last five calendar years.
Renewed by Existing Re-leased to
Total Expiring Tenants New Tenants
----------------------------------- ---------------------------- ----------------------------
% of % of % of
GLA Total Center GLA Expiring GLA Expiring
Year (sq. ft.) GLA (sq. ft.) GLA (sq. ft.) GLA
- ---------------- --------------- ---------------- ------------- ----------- ------------ ------------
1999 715,197 14 606,450 85 22,882 3
1998 548,504 11 407,837 74 38,526 7
1997 238,250 5 195,380 82 18,600 8
1996 149,689 4 134,639 90 15,050 10
1995 93,650 3 91,250 97 2,400 3
10
The following table sets forth the average base rental rate increases per square
foot upon re-leasing stores that were turned over or renewed during each of the
last five calendar years.
Renewals of Existing Leases Stores Re-leased to New Tenants (1)
---------------------------------------------------- ------------------------------------------------------
Average Annualized Base Rents Average Annualized Base Rents
($ per sq. ft.) ($ per sq. ft.)
-------------------------------------- ----------------------------------------
GLA % GLA
Year (sq. ft.) Expiring New Increase (sq. ft.) Expiring New % Change
- --------- ---------- ----------- --------- ---------- ---------- ----------- --------- ----------
1999 606,450 $ 14.36 $ 14.36 -- 240,851 $ 15.51 $ 16.57 7
1998 407,387 13.83 14.07 2 220,890 15.33 13.87 (9)
1997 195,380 14.21 14.41 1 171,421 14.59 13.42 (8)
1996 134,639 12.44 14.02 13 78,268 14.40 14.99 4
1995 91,250 11.54 13.03 13 59,455 13.64 14.80 9
- ---------------------
(1) The square footage released to new tenants for 1999, 1998, 1997, 1996 and
1995 contains 22,882, 38,526, 18,600, 15,050 and 2,400 square feet,
respectively, that was released to new tenants upon expiration of an
existing lease during the current year.
The following table shows certain information on rents and occupancy rates for
the Centers during each of the last five calendar years.
Average GLA Open at Aggregate
% Annualized Base End of Each Number of Percentage
Year Leased(1) Rent per sq. ft. (2) Year Centers Rents (000's)
- ------------ ----------- ------------------------ ------------------ ----------------- ----------------
1999 97 $ 13.85 5,149,000 31 $ 3,141
1998 97 13.88 5,011,000 31 3,087
1997 98 14.04 4,458,000 30 2,637
1996 99 13.89 3,739,000 27 2,017
1995 99 13.92 3,507,000 27 2,068
- ---------------------
(1) As of December 31st of each year shown.
(2) Represents total base rental revenue divided by Weighted Average GLA of the
portfolio, which amount does not take into consideration fluctuations in
occupancy throughout the year.
Occupancy Costs
The Company believes that its ratio of average tenant occupancy cost (which
includes base rent, common area maintenance, real estate taxes, insurance,
advertising and promotions) to average sales per square foot is low relative to
other forms of retail distribution. The following table sets forth, for each of
the last five years, tenant occupancy costs per square foot as a percentage of
reported tenant sales per square foot.
Occupancy Costs as a
Year % of Tenant Sales
------------------------------ --------------------------
1999 7.8
1998 7.9
1997 8.2
1996 8.7
1995 8.5
11
Tenants
The following table sets forth certain information with respect to the Company's
ten largest tenants and their store concepts as of March 1, 2000.
Number GLA % of Total
Tenant of Stores (sq. ft.) GLA open
- -------------------------------------------------------------------- ------------- ------------- ---------------------
Liz Claiborne, Inc.:
Liz Claiborne 28 291,368 5.7
Elizabeth 8 29,284 0.5
DKNY Jeans 4 8,820 0.2
Dana Buchman 3 6,600 0.1
Claiborne Mens 2 3,100 0.1
-------- ---------------- ----------------
45 339,172 6.6
Phillips-Van Heusen Corporation:
Bass 21 139,553 2.7
Van Heusen 20 85,156 1.7
Geoffrey Beene Co. Store 11 45,680 0.9
Izod 14 31,217 0.6
-------- ---------------- ----------------
66 301,606 5.9
Reebok International, Ltd. 24 172,161 3.3
Bass Pro Outdoor World 1 165,000 3.2
The Gap, Inc.
GAP 12 101,387 2.0
Banana Republic 4 31,323 0.6
Old Navy 2 30,000 0.5
-------- ---------------- ----------------
18 162,710 3.1
Sara Lee Corporation:
L'eggs, Hanes, Bali 25 108,809 2.1
Coach 11 26,561 0.5
Socks Galore 7 8,680 0.2
-------- ---------------- ----------------
43 144,050 2.8
Dress Barn Inc. 16 112,328 2.2
American Commercial, Inc.:
Mikasa Factory Store 12 98,000 1.9
Corning Revere 21 97,931 1.9
Brown Group Retail, Inc.:
Factory Brand Shores 15 76,880 1.5
Naturalizer 8 20,475 0.4
-------- ---------------- ----------------
23 97,355 1.9
- -------------------------------------------------------------------- -------- ---------------- ----------------
Total of all tenants listed in table 269 1,690,313 32.8
==================================================================== ======== ================ ================
12
Significant Property
The Center in Riverhead, New York is the Company's only Center that comprises
more than 10% of consolidated total assets or consolidated total revenues. The
Riverhead Center was originally constructed in 1994. Upon completion of
expansions currently underway totaling approximately 44,929 square feet, the
Riverhead Center will total 716,529 square feet.
Tenants at the Riverhead Center principally conduct retail sales operations. The
occupancy rate as of the end of 1999, 1998 and 1997, excluding expansions under
construction, was 99%, 97% and 99%. Average annualized base rental rates during
1999, 1998, and 1997 were $19.15, $18.89, and $18.65 per weighted average GLA.
Depreciation on the Riverhead Center is recognized on a straight-line basis over
33.33 years, resulting in a depreciation rate of 3% per year. At December 31,
1999, the net federal tax basis of this Center was approximately $83.3 million.
Real estate taxes assessed on this Center during 1999 amounted to $2.4 million.
Real estate taxes for 2000 are estimated to be approximately $2.5 million.
The following table sets forth, as of March 1, 2000, scheduled lease expirations
at the Riverhead Center assuming that none of the tenants exercise renewal
options:
% of Gross
Annualized
Base Rent
No. of Annualized Annualized Represented
Leases GLA Base Rent Base Rent by Expiring
Year Expiring (1) (sq. ft.) (1) per sq. ft. (000) (2) Leases
- --------------------------- ----------------- ----------------- ------------------ ---------------- ----------------
2000 4 28,985 $ 18.18 $ 527 4
2001 7 36,000 18.64 671 5
2002 62 206,724 21.43 4,431 35
2003 21 86,170 18.86 1,625 13
2004 41 175,015 19.22 3,363 27
2005 6 21,410 24.71 529 4
2006 1 1,600 35.00 56 1
2007 4 22,060 17.23 380 3
2008 1 7,500 18.00 135 1
2009 1 3,000 25.00 75 1
2010 and thereafter 5 73,000 9.95 726 6
- ---------------------------- --------- --------------------- ------------------ --------------- --------------------
Total 153 661,464 $ 18.92 $ 12,518 100
============================ ========= ===================== ================== =============== ====================
(1) Excludes leases that have been entered into but which tenant has not taken
possession, vacant suites and month-to-month leases.
(2) Base rent is defined as the minimum payments due, excluding periodic
contractual fixed increases.
Item 3. Legal Proceedings
The Company is subject to legal proceedings and claims that have arisen in the
ordinary course of its business and have not been finally adjudicated. In
managements' opinion, the ultimate resolution of these matters will have no
material effect on the Company's results of operations or financial condition.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders, through
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year ended December 31, 1999.
13
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information concerning the executive
officers of the Company:
NAME AGE POSITION
- -------------------------- --- -----------------------------------------------
Stanley K. Tanger......... 76 Founder, Chairman of the Board of Directors and
Chief Executive Officer
Steven B. Tanger.......... 51 Director, President and Chief Operating Officer
Rochelle G. Simpson ... 61 Secretary and Executive Vice President -
Administration and Finance
Willard A. Chafin, Jr.. 62 Executive Vice President - Leasing, Site
Selection, Operations and Marketing
Frank C. Marchisello, Jr.. 41 Senior Vice President - Chief Financial Officer
Joseph H. Nehmen.......... 51 Senior Vice President - Operations
Virginia R. Summerell..... 41 Treasurer and Assistant Secretary
C. Randy Warren, Jr....... 35 Senior Vice President - Leasing
Carrie A. Warren.......... 37 Vice President - Marketing
Kevin M. Dillon........... 41 Vice President - Construction
The following is a biographical summary of the experience of the executive
officers of the Company:
Stanley K. Tanger. Mr. Tanger is the founder, Chief Executive Officer and
Chairman of the Board of Directors of the Company. He also served as President
from inception of the Company to December 1994. Mr. Tanger opened one of the
country's first outlet shopping centers in Burlington, North Carolina in 1981.
Before entering the factory outlet center business, Mr. Tanger was President and
Chief Executive Officer of his family's apparel manufacturing business,
Tanger/Creighton, Inc., for 30 years.
Steven B. Tanger. Mr. Tanger is a director of the Company and was named
President and Chief Operating Officer effective January 1, 1995. Previously, Mr.
Tanger served as Executive Vice President since joining the Company in 1986. He
has been with Tanger-related companies for most of his professional career,
having served as Executive Vice President of Tanger/Creighton for 10 years. He
is responsible for all phases of project development, including site selection,
land acquisition and development, leasing, marketing and overall management of
existing outlet centers. Mr. Tanger is a graduate of the University of North
Carolina at Chapel Hill and the Stanford University School of Business Executive
Program. Mr. Tanger is the son of Stanley K. Tanger.
Rochelle G. Simpson. Ms. Simpson was named Executive Vice President -
Administration and Finance in January 1999. She previously held the position of
Senior Vice President - Administration and Finance since October 1995. She is
also the Secretary of the Company and previously served as Treasurer from May
1993 through May 1995. She entered the factory outlet center business in January
1981, in general management and as chief accountant for Stanley K. Tanger and
later became Vice President - Administration and Finance of the Predecessor
Company. Ms. Simpson oversees the accounting and finance departments and has
overall management responsibility for the Company's headquarters.
Willard A. Chafin, Jr. Mr. Chafin was named Executive Vice President -
Leasing, Site Selection, Operations and Marketing of the Company in January
1999. Mr. Chafin previously held the position of Senior Vice President -
Leasing, Site Selection, Operations and Marketing since October 1995. He joined
the Company in April 1990, and since has held various executive positions where
his major responsibilities included supervising the Marketing, Leasing and
Property Management Departments, and leading the Asset Management Team. Prior to
joining the Company, Mr. Chafin was the Director of Store Development for the
Sara Lee Corporation, where he spent 21 years. Before joining Sara Lee, Mr.
Chafin was employed by Sears Roebuck & Co. for nine years in advertising/sales
promotion, inventory control and merchandising.
14
Frank C. Marchisello, Jr. Mr. Marchisello was named Senior Vice President
and Chief Financial Officer in January 1999. He was named Vice President and
Chief Financial Officer in November 1994. Previously, he served as Chief
Accounting Officer since joining the Company in January 1993 and Assistant
Treasurer since February 1994. He was employed by Gilliam, Coble & Moser,
certified public accountants, from 1981 to 1992, the last six years of which he
was a partner of the firm in charge of various real estate clients. Mr.
Marchisello is a graduate of the University of North Carolina at Chapel Hill and
is a certified public accountant.
Joseph H. Nehmen. Mr. Nehmen was named Senior Vice President of Operations
in January 1999. He joined the Company in September 1995 and was named Vice
President of Operations in October 1995. Mr. Nehmen has over 20 years experience
in private business. Prior to joining Tanger, Mr. Nehmen was owner of Merchants
Wholesaler, a privately held distribution company in St. Louis, Missouri. He is
a graduate of Washington University. Mr. Nehmen is the son-in-law of Stanley K.
Tanger and brother-in-law of Steven B. Tanger.
Virginia R. Summerell. Ms. Summerell was named Treasurer of the Company in
May 1995 and Assistant Secretary in November 1994. Previously, she held the
position of Director of Finance since joining the Company in August 1992, after
nine years with NationsBank. Her major responsibilities include maintaining
banking relationships, oversight of all project and corporate finance
transactions and development of treasury management systems. Ms. Summerell is a
graduate of Davidson College and holds an MBA from the Babcock School at Wake
Forest University.
C. Randy Warren, Jr. Mr. Warren was named Senior Vice President of Leasing
in January 1999. He joined the Company in November 1995 as Vice President of
Leasing. He was previously director of anchor leasing at Prime Retail, L.P.,
where he managed anchor tenant relations and negotiation on a national basis.
Prior to that, he worked as a leasing executive for the company. Before entering
the outlet industry, he was founder of Preston Partners, a development
consulting firm in Baltimore, MD. Mr. Warren is a graduate of Towson State
University and holds an MBA from Loyola College. Mr. Warren is the husband of
Ms. Carrie A. Warren.
Carrie A. Warren. Ms. Warren was named Vice President - Marketing in
September 1996. Previously, she held the position of Assistant Vice President -
Marketing since joining the Company in December 1995. Prior to joining Tanger,
Ms. Warren was with Prime Retail, L.P. for 4 years where she served as Regional
Marketing Director responsible for coordinating and directing marketing for five
outlet centers in the southeast region. Prior to joining Prime Retail, L.P., Ms.
Warren was Marketing Manager for North Hills, Inc. for five years and also
served in the same role for the Edward J. DeBartolo Corp. for two years. Ms.
Warren is a graduate of East Carolina University and is the wife of Mr. C. Randy
Warren, Jr.
Kevin M. Dillon. Mr. Dillon was named Vice President - Construction in
October 1997. Previously, he held the position of Director of Construction from
September 1996 to October 1997 and Construction Manager from November 1993, the
month he joined the Company, to September 1996. Prior to joining the Company,
Mr. Dillon was employed by New Market Development Company for six years where he
served as Senior Project Manager. Prior to joining New Market, Mr. Dillon was
the Development Director of Western Development Company where he spent 6 years.
15
PART II
Item 5. Market For Registrant's Common Equity and Related Shareholder Matters
The Common Shares commenced trading on the New York Stock Exchange on May 28,
1993. The initial public offering price was $22.50 per share. The following
table sets forth the high and low sales prices of the Common Shares as reported
on the New York Stock Exchange Composite Tape, during the periods indicated.
Common
1999 High Low Dividends Paid
----------------------------------- -------------- ----------------- ------------------------
First Quarter $ 22.7500 $ 18.6875 $ .600
Second Quarter 26.5000 18.8750 .605
Third Quarter 26.7500 21.9375 .605
Fourth Quarter 23.1875 18.9375 .605
----------------------------------- ---------------- ------------------ ---------------------
Year 1999 $ 26.7500 $ 18.6875 $ 2.415
----------------------------------- ---------------- ------------------ ---------------------
Common
1998 High Low Dividends Paid
----------------------------------- -------------- ----------------- ------------------------
First Quarter $ 31.1875 $ 28.5625 $ .55
Second Quarter 31.8750 29.1250 .60
Third Quarter 31.8125 22.0000 .60
Fourth Quarter 23.8750 18.8125 .60
----------------------------------- ---------------- ------------------ ---------------------
Year 1998 $ 31.8750 $ 18.8125 $ 2.35
----------------------------------- ---------------- ------------------ ---------------------
As of March 1, 2000, there were approximately 619 shareholders of record.
Certain of the Company's debt agreements limit the payment of dividends such
that dividends shall not exceed FFO, as defined in the agreements, for the prior
fiscal year on an annual basis or 95% of FFO on a cumulative basis. Based on
continuing favorable operations and available funds from operations, the Company
intends to continue to pay regular quarterly dividends.
16
Item 6. Selected Financial Data
1999 1998 1997 1996 1995
- ------------------------------------------ ------------- ------------- ------------ ------------- -------------
(In thousands, except per share and center data)
OPERATING DATA
Total revenues $ 104,016 $ 97,766 $ 85,271 $ 75,500 $ 68,604
Income before minority interest and
extraordinary income 21,211 16,103 17,583 16,177 15,352
Income before extraordinary item 15,837 12,159 12,827 11,752 11,218
Net income 15,588 11,827 12,827 11,191 11,218
- ------------------------------------------ ------------- ------------- ------------ ------------- -------------
SHARE DATA
Basic:
Income before extraordinary item $ 1.77 $ 1.30 $ 1.57 $ 1.46 $ 1.36
Net income $ 1.74 $ 1.26 $ 1.57 $ 1.37 $ 1.36
Weighted average common shares 7,861 7,886 7,028 6,402 6,095
Diluted:
Income before extraordinary item $ 1.74 $ 1.28 $ 1.54 $ 1.46 $ 1.36
Net income $ 1.74 $ 1.24 $ 1.54 $ 1.37 $ 1.36
Weighted average common shares 7,872 8,009 7,140 6,408 6,096
Common dividends paid $ 2.42 $ 2.35 $ 2.17 $ 2.06 $ 1.96
- ------------------------------------------ ------------- ------------- ------------ ------------- -------------
BALANCE SHEET DATA
Real estate assets, before depreciation $ 566,216 $ 529,247 $ 454,708 $ 358,361 $ 325,881
Total assets 490,069 471,795 416,014 332,138 315,130
Long term debt 329,647 302,485 229,050 178,004 156,749
Shareholders' equity 107,764 114,039 122,119 101,738 107,560
- ------------------------------------------ ------------- ------------- ------------ ------------- -------------
OTHER DATA
EBITDA (1) $ 70,274 $ 60,285 $ 52,857 $ 46,633 $ 41,058
Funds from operations (1) $ 41,673 $ 39,748 $ 35,840 $ 32,313 $ 29,597
Cash flows provided by (used in):
Operating activities $ 43,175 $ 35,787 $ 39,214 $ 38,051 $ 32,423
Investing activities $ (45,959) $ (79,236) $ (93,636) $ (36,401) $ (44,788)
Financing activities $ (3,043) $ 46,172 $ 55,444 $ (4,176) $ 13,802
Gross leasable area open at year end 5,149 5,011 4,458 3,739 3,507
Number of centers 31 31 30 27 27
- -----------------------
(1) EBITDA and Funds from Operations ("FFO") are widely accepted financial
indicators used by certain investors and analysts to analyze and compare
companies on the basis of operating performance. EBITDA represents earnings
before minority interest, interest expense, income taxes, depreciation and
amortization. Funds from operations is defined as net income (loss),
computed in accordance with generally accepted accounting principles,
before extraordinary items and gains (losses) on sale of depreciable
operating properties, plus depreciation and amortization uniquely
significant to real estate. The Company cautions that the calculations of
EBITDA and FFO may vary from entity to entity and as such the presentation
of EBITDA and FFO by the Company may not be comparable to other similarly
titled measures of other reporting companies. EBITDA and FFO are not
intended to represent cash flows for the period. EBITDA and FFO have not
been presented as an alternative to operating income as an indicator of
operating performance, and should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with
generally accepted accounting principles.
17
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion should be read in conjunction with the consolidated
financial statements appearing elsewhere in this report. Historical results and
percentage relationships set forth in the consolidated statements of operations,
including trends which might appear, are not necessarily indicative of future
operations.
The discussion of the Company's results of operations reported in the
consolidated statements of operations compares the years ended December 31, 1999
and 1998, as well as December 31, 1998 and 1997. Certain comparisons between the
periods are made on a percentage basis as well as on a weighted average gross
leasable area ("GLA") basis, a technique which adjusts for certain increases or
decreases in the number of centers and corresponding square feet related to the
development, acquisition, expansion or disposition of rental properties. The
computation of weighted average GLA, however, does not adjust for fluctuations
in occupancy that may occur subsequent to the original opening date.
Cautionary Statements
Certain statements made below are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Reform Act of
1995 and included this statement for purposes of complying with these safe
harbor provisions. Forward-looking statements, which are based on certain
assumptions and describe our future plans, strategies and expectations, are
generally identifiable by use of the words `believe', `expect', `intend',
`anticipate', `estimate', `project', or similar expressions. You should not rely
on forward-looking statements since they involve known and unknown risks,
uncertainties and other factors which are, in some cases, beyond our control and
which could materially affect our actual results, performance or achievements.
Factors which may cause actual results to differ materially from current
expectations include, but are not limited to, the following:
o general economic and local real estate conditions could change (for
example, our tenant's business may change if the economy changes, which
might effect (1) the amount of rent they pay us or their ability to pay
rent to us, (2) their demand for new space, or (3) our ability to renew or
re-lease a significant amount of available space on favorable terms;
o the laws and regulations that apply to us could change (for instance, a
change in the tax laws that apply to REITs could result in unfavorable tax
treatment for us);
o availability and cost of capital (for instance, financing opportunities may
not be available to us, or may not be available to us on favorable terms);
o our operating costs may increase or our costs to construct or acquire new
properties or expand our existing properties may increase or exceed our
original expectations.
General Overview
At December 31, 1999, the Company owned 31 centers in 22 states totaling
5,149,000 square feet of operating GLA compared to 31 centers in 23 states
totaling 5,011,000 square feet of operating GLA as of December 31, 1998. The
138,000 net increase in GLA is comprised primarily of an increase of 176,000
square feet due to expansions in five existing centers during the year, an
increase of 165,000 square feet due the acquisition of Bass Pro Outdoor World in
Fort Lauderdale, Florida and a decrease of 198,000 square feet due to the
tornado destruction of the center in Stroud, Oklahoma. In addition, the Company
has approximately 114,000 square feet of expansion space under construction in
three centers, which are scheduled to open during the first six months of 2000.
During 1998, the Company added a total of 569,000 square feet to its portfolio
including: Dalton Factory Stores, a 173,000 square foot factory outlet center
located in Dalton, GA, acquired in March 1998; Sanibel Factory Stores, a 186,000
square foot factory outlet center located in Fort Myers, FL, acquired in July
1998; and 210,000 square feet of expansions in 5 existing centers. Also during
1998, the Company completed the sale of its 8,000 square foot, single tenant
property in Manchester, VT for $1.85 million.
The center in Stroud, Oklahoma was destroyed by a tornado in May 1999. At
December 31, 1999, the Company had recorded a receivable of $4.2 million from
the Company's property insurance carrier. This amount, which was collected in
January 2000, represents the unpaid portion of an insurance settlement of $13.4
18
million related to the loss of the Stroud center. Approximately $1.9 million of
the settlement proceeds represented business interruption insurance. The
business interruption proceeds are being amortized to other income over a period
of fourteen months. The unrecognized portion of the business interruption
proceeds at December 31, 1999 totaled $985,200. The remaining portion of the
settlement, net of related expenses, was considered replacement proceeds for the
portion of the center that was totally destroyed. As a result, the Company
recognized a gain on disposal of $4.1 million during 1999. The remaining
carrying value for this property consists of land and related site work totaling
$1.7 million.
A summary of the operating results for the years ended December 31, 1999, 1998
and 1997 is presented in the following table, expressed in amounts calculated on
a weighted average GLA basis.
1999 1998 1997
- ----------------------------------------------------------------------- -------------- --------------- ---------------
GLA open at end of period (000's) 5,149 5,011 4,458
Weighted average GLA (000's) (1) 4,996 4,768 4,046
Outlet centers in operation 31 31 30
New centers acquired 1 2 3
Centers disposed of or sold 1 1 ---
Centers expanded 5 1 5
States operated in at end of period 22 23 23
Occupancy percentage at end of period 97 97 98
Per square foot
Revenues
Base rentals $13.85 $13.88 $14.04
Percentage rentals .63 .65 .65
Expense reimbursements 5.59 5.63 6.10
Other income .76 .34 .29
- ----------------------------------------------------------------------- -------------- --------------- ---------------
Total revenues 20.83 20.50 21.08
- ----------------------------------------------------------------------- -------------- --------------- ---------------
Expenses
Property operating 6.12 6.10 6.49
General and administrative 1.46 1.40 1.52
Interest 4.85 4.62 4.16
Depreciation and amortization 4.97 4.65 4.56
- ----------------------------------------------------------------------- -------------- --------------- ---------------
Total expenses 17.40 16.77 16.73
- ----------------------------------------------------------------------- -------------- --------------- ---------------
Income before gain on disposal or sale of real estate,
minority interest and extraordinary item $ 3.43 $ 3.73 $ 4.35
- ----------------------------------------------------------------------- -------------- --------------- ---------------
(1) GLA weighted by months of operations. GLA is not adjusted for fluctuations
in occupancy that may occur subsequent to the original opening date.
Results of Operations
1999 Compared to 1998
Base rentals increased $3.0 million, or 5%, in the 1999 period when compared to
the same period in 1998. The increase is primarily due to the effect of a full
year of rent in 1999 from the centers acquired on March 31, 1998 and July 31,
1998 as well as the expansions mentioned in the Overview above, offset by the
loss of rent from the center in Stroud, Oklahoma. Base rent per weighted average
GLA decreased $.03 per foot due to the portfolio of properties having a lower
overall average occupancy rate during 1999 compared to 1998. Base rent per
square foot, however, was favorably impacted during the year due to the loss of
the Stroud center which had a lower average base rent per square foot than the
portfolio average.
Percentage rentals, which represent revenues based on a percentage of tenants'
sales volume above predetermined levels (the "breakpoint"), increased by $54,000
and on a weighted average GLA basis, decreased $.02 per square foot in 1999
compared to 1998. For the year ended December 31, 1999, reported same-store
sales, defined as the weighted average sales per square foot reported by tenants
for stores open since January 1, 1998, were down approximately 1% with that of
the previous year. However, same-space sales for the year ended December 31,
1999 actually increased 5% to $261 per square foot due to the Company's efforts
to re-merchandise selected centers by replacing low volume tenants with high
volume tenants.
19
Expense reimbursements, which represent the contractual recovery from tenants of
certain common area maintenance, insurance, property tax, promotional,
advertising and management expenses generally fluctuates consistently with the
reimbursable property operating expenses to which it relates. Expense
reimbursements, expressed as a percentage of property operating expenses,
decreased to 91% in 1999 from 92% in 1998 primarily as a result of a lower
average occupancy rate in the 1999 period compared to the 1998 period.
Other income increased $2.1 million in 1999 as compared to 1998. The increase is
primarily due to gains on sale of out parcels of land totaling $687,000 during
1999 as well as to the recognition of $880,000 of business interruption
insurance proceeds relating to the Stroud center.
Property operating expenses increased by $1.5 million, or 5%, in 1999 as
compared to 1998. On a weighted average GLA basis, property operating expenses
increased slightly from $6.10 to $6.12 per square foot. Higher real estate taxes
per square foot were offset by decreases in advertising and promotion expenses
per square foot and lower common area maintenance expenses per square foot.
General and administrative expenses increased $629,000, or 9%, in 1999 as
compared to 1998. As a percentage of revenues, general and administrative
expenses were approximately 7.0% of revenues in 1999 and 6.8% in 1998. On a
weighted average GLA basis, general and administrative expenses increased $.06
per square foot from $1.40 in 1998 to $1.46 in 1999. The increase in general and
administrative expenses per square foot reflects the rental and related expenses
for the new corporate office space to which the Company relocated its corporate
headquarters in April 1999.
Interest expense increased $2.2 million during 1999 as compared to 1998 due to
financing the 1998 acquisitions and the 1998 and 1999 expansions. However,
interest expense was favorably impacted by the insurance proceeds received from
the loss of the Stroud center that were used to immediately reduce outstanding
amounts under the Company's lines of credit. Depreciation and amortization per
weighted average GLA increased from $4.65 per square foot in 1998 to $4.97 per
square foot in the 1999 period due to a higher mix of tenant finishing
allowances included in buildings and improvements which are depreciated over
shorter lives (i.e., over lives generally ranging from 3 to 10 years as opposed
to other construction costs which are depreciated over lives ranging from 15 to
33 years.)
The gain on disposal of real estate during 1999 represents the amount of
insurance proceeds from the loss of the Stroud center in excess of the carrying
amount for the portion of the related assets destroyed by the tornado. The gain
on sale of real estate during 1998 is due primarily to the sale of an 8,000
square foot, single tenant property in Manchester, VT.
The extraordinary losses recognized in each year represent the write-off of
unamortized deferred financing costs related to debt that was extinguished
during each period prior to its scheduled maturity.
1998 Compared to 1997
Base rentals increased $9.4 million, or 17%, in 1998 when compared to the same
period in 1997 primarily as a result of the 18% increase in weighted average
GLA. The increase in weighted average GLA is due primarily to the acquisitions
in October 1997 (180,000 square feet), March 1998 (173,000 square feet), and
July 1998 (186,000 square feet), as well as expansions completed in the fourth
quarter of 1997 and first quarter 1998. The decrease in base rentals per
weighted average GLA of $.16 in 1998 compared to 1997 reflects (1) the impact of
these acquisitions which collectively have a lower average base rental rate per
square foot and (2) lower average occupancy rates in 1998 compared to 1997. Base
rentals per weighted average GLA, excluding these acquisitions, during the 1998
period decreased $.08 per square foot to $13.96.
Percentage rentals increased $450,000, or 17%, in 1998 compared to 1997 due to
the acquisitions and expansions completed in 1997. Same store sales, defined as
the weighted average sales per square foot reported for tenant stores open all
of 1998 and 1997, decreased 2.7% to approximately $242 per square foot.
Expense reimbursements, which represent the contractual recovery from tenants of
certain common area maintenance, insurance, property tax, promotional and
advertising and management expenses generally fluctuates consistently with the
reimbursable property operating expenses to which it relates. Expense
reimbursements, expressed as a percentage of property operating expenses,
decreased from 94% in 1997 to 92% in 1998 primarily as a result of the decrease
in occupancy.
20
Property operating expenses increased by $2.8 million, or 11%, in 1998 as
compared to 1997. On a weighted average GLA basis, property operating expenses
decreased from $6.49 to $6.10 per square foot. Higher expenses for real estate
taxes per square foot were offset by decreases in advertising and promotion and
common area maintenance expenses per square foot. The decrease in property
operating expenses per square foot is also attributable to the acquisitions that
collectively have a lower average operating cost per square foot. Excluding the
acquisitions, property operating expenses during 1998 were $6.19 per square
foot.
General and administrative expenses increased $524,000 in 1998 compared to 1997.
As a percentage of revenues, general and administrative expenses decreased from
7.2% in 1997 to 6.8% in 1998. On a weighted average GLA basis, general and
administrative expenses decreased $.12 per square foot to $1.40 in 1998,
reflecting the absorption of the acquisitions in 1997 and 1998 without relative
increases in general and administrative expenses.
Interest expense increased $5.2 million during 1998 as compared to 1997 due to
higher average borrowings outstanding during the period and due to less interest
capitalized during 1998 as a result of a decrease in ongoing construction
activity during 1998 compared to 1997. Average borrowings have increased
principally to finance the acquisitions and expansions to existing centers (see
"General Overview" above). Depreciation and amortization per weighted average
GLA increased from $4.56 per square foot to $4.65 per square foot.
The asset write-down of $2.7 million in 1998 represents the write-off of
pre-development costs capitalized for certain projects, primarily the Romulus,
MI project, which were discontinued and terminated during the year.
The gain on sale of real estate for 1998 represents the sale of an 8,000 square
foot, single tenant property in Manchester, VT for $1.85 million and the sale of
three outparcels at other centers for sales prices aggregating $940,000. The
extraordinary item in 1998 represents a write-off of unamortized deferred
financing costs due to the termination of a $50 million secured line of credit.
Liquidity and Capital Resources
Net cash provided by operating activities was $43.2, $35.8 and $39.2 million for
the years ended December 31, 1999, 1998 and 1997, respectively. The increase in
cash provided by operating activities in 1999 compared to 1998 is primarily due
to increases in operating income from the 1998 and 1999 acquisitions and
expansions and increases in accounts payable. Net cash provided by operating
activities decreased $3.4 million in 1998 compared to 1997 as decreases in
accounts payable offset the increases in operating income associated with
acquired or expanded centers. Net cash used in investing activities amounted to
$46.0, $79.2, and $93.6 million during 1999, 1998 and 1997, respectively, and
reflects the fluctuation in construction and acquisition activity during each
year. Net cash used in investing activities also decreased in 1999 compared to
1998 due to approximately $6.5 million in net insurance proceeds received from
the loss of the Stroud center. Cash provided by (used in) financing activities
of $(3.0), $46.2, and $55.4 in 1999, 1998 and 1997, respectively, has fluctuated
consistently with the capital needed to fund the current development and
acquisition activity and reflects increases in dividends paid during both 1999
and 1998. In 1999, net cash provided by financing activities was further reduced
by $958,000 paid to purchase and retire some of the Company's common shares and
$1.0 million paid in deferred financing costs to refinance its 8.92% notes
during 1999.
During 1999, the Company added approximately 176,000 square feet of expansions
in five existing centers and acquired the 165,000 square foot Bass Pro Outdoor
World in Fort Lauderdale, Florida. In addition, the Company has approximately
114,000 square feet of expansion space under construction in three centers,
which are scheduled to open during the first six months of 2000. Commitments for
construction of these projects (which represent only those costs contractually
required to be paid by the Company) amounted to $3.0 million at December 31,
1999.
The Company also is in the process of developing plans for additional expansions
and new centers for completion in 2000 and beyond. Currently, the Company is in
the preleasing stage of a second phase of the Fort Lauderdale development that
will include 130,000 square feet of GLA to be developed on the 12-acre parcel
adjacent to the Bass Pro Outdoor World. If the Company decides to develop this
project, it anticipates stores in this phase to begin opening in early 2001.
Based on tenant demand, the Company also has an option to purchase the retail
portion of a site at the Bourne Bridge Rotary in Cape Cod, MA where it plans to
develop a new 300,000 square foot outlet center. The entire site will contain
more than 950,000 square feet of mixed-use entertainment, retail, office and
residential community built in the style of a Cape Cod Village. The local and
state planning authorities are currently reviewing the project and the Company
anticipates final approvals by early 2001.
21
These anticipated or planned developments or expansions may not be started or
completed as scheduled, or may not result in accretive funds from operations. In
addition, the Company regularly evaluates acquisition or disposition proposals,
engages from time to time in negotiations for acquisitions or dispositions and
may from time to time enter into letters of intent for the purchase or sale of
properties. Any prospective acquisition or disposition that is being evaluated
or which is subject to a letter of intent also may not be consummated, or if
consummated, may not result in accretive funds from operations.
Other assets include a receivable totaling $2.8 million from Stanley K. Tanger,
the Company's Chairman of theBoard and Chief Executive Officer. Mr. Tanger and
the Company have entered into demand note agreements whereby he may borrow up to
$3.5 million through various advances from the Company for an investment in a
separate E-commerce business venture. The notes bear interest at a rate of 8%
per annum and are collateralized by Mr. Tanger's limited partnership interest in
Tanger Investments Limited Partnership. Mr. Tanger intends to fully repay the
loans.
The Company maintains revolving lines of credit which provide for unsecured
borrowings up to $100 million, of which $11.0 million was available for
additional borrowings at December 31, 1999. As a general matter, the Company
anticipates utilizing its lines of credit as an interim source of funds to
acquire, develop and expand factory outlet centers and repaying the credit lines
with longer-term debt or equity when management determines that market
conditions are favorable. Under joint shelf registration, the Company and the
Operating Partnership could issue up to $100 million in additional equity
securities and $100 million in additional debt securities. With the decline in
the real estate debt and equity markets, the Company may not, in the short term,
be able to access these markets on favorable terms. Management believes the
decline is temporary and may utilize these funds as the markets improve to
continue its external growth. In the interim, the Company may consider the use
of operational and developmental joint ventures and other related strategies to
generate additional capital. The Company may also consider selling certain
properties that do not meet the Company's long-term investment criteria as well
as outparcels on existing properties to generate capital to reinvest into other
attractive opportunities. Based on cash provided by operations, existing credit
facilities, ongoing negotiations with certain financial institutions and funds
available under the shelf registration, management believes that the Company has
access to the necessary financing to fund the planned capital expenditures
during 2000.
During March 1999, the Company refinanced its 8.92% notes that had a carrying
amount of $47.3 million. The refinancing reduced the interest rate to 7.875%,
increased the loan amount to $66.5 million and extended the maturity date to
April 2009. The additional proceeds were used to reduce amounts outstanding
under the revolving lines of credit. In addition, the Company extended the
maturity of all of its revolving lines of credit by one year. The lines of
credit now have maturity dates in the years 2001 and 2002.
In January 2000, the Company entered into a $20.0 million two year unsecured
term loan with interest payable at LIBOR plus 2.25%. The proceeds were used to
reduce amounts outstanding under the existing lines of credit. Also in January
2000, the Company entered into interest rate swap agreements on notional amounts
totaling $20.0 million at a cost of $162,000. The agreements mature in January
2002. The swap agreements have the effect of fixing the interest rate on the new
$20.0 million loan at 8.75%.
At December 31, 1999, approximately 73% of the outstanding long-term debt
represented unsecured borrowings and approximately 81% of the Company's real
estate portfolio was unencumbered. The weighted average interest rate on debt
outstanding on December 31, 1999 was 8.2%.
The Company anticipates that adequate cash will be available to fund its
operating and administrative expenses, regular debt service obligations, and the
payment of dividends in accordance with REIT requirements in both the short and
long term. Although the Company receives most of its rental payments on a
monthly basis, distributions to shareholders are made quarterly and interest
payments on the senior, unsecured notes are made semi-annually. Amounts
accumulated for such payments will be used in the interim to reduce the
outstanding borrowings under the existing lines of credit or invested in
short-term money market or other suitable instruments. Certain of the Company's
debt agreements limit the payment of dividends such that dividends will not
exceed funds from operations ("FFO"), as defined in the agreements, for the
prior fiscal year on an annual basis or 95% of FFO on a cumulative basis from
the date of the agreement.
Market Risk
The Company is exposed to various market risks, including changes in interest
rates. Market risk is the potential loss arising from adverse changes in market
rates and prices, such as interest rates. The Company does not enter into
derivatives or other financial instruments for trading or speculative purposes.
22
The Company negotiates long-term fixed rate debt instruments and enters into
interest rate swap agreements to manage its exposure to interest rate changes on
its floating rate debt. The swaps involve the exchange of fixed and variable
interest rate payments based on a contractual principal amount and time period.
Payments or receipts on the agreements are recorded as adjustments to interest
expense. In June 1999, the Company terminated its only interest rate swap
agreement effective through October 2001 with a notional amount of $20 million.
Under this agreement, the Company received a floating interest rate based on the
30 day LIBOR index and paid a fixed interest rate of 5.47%. Upon termination of
the agreement, the Company received $146,000 in cash proceeds. The proceeds have
been recorded as deferred income and are being amortized as a reduction to
interest expense over the remaining life of the original contract term. In
January 2000, the Company entered into new interest rate swap agreements on
notional amounts totaling $20.0 million at a cost of $162,000.
The fair market value of long-term fixed interest rate debt is subject to
interest rate risk. Generally, the fair market value of fixed interest rate debt
will increase as interest rates fall and decrease as interest rates rise. The
estimated fair value of the Company's total long-term debt at December 31, 1999
was $324.4 million. A 1% increase from prevailing interest rates at December 31,
1999 would result in a decrease in fair value of total long-term debt by
approximately $5.0 million. Fair values were determined from quoted market
prices, where available, using current interest rates considering credit ratings
and the remaining terms to maturity.
Funds from Operations
Management believes that for a clear understanding of the consolidated
historical operating results of the Company, FFO should be considered along with
net income as presented in the audited consolidated financial statements
included 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 real estate investment trust ("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 of depreciable operating
properties, plus depreciation and amortization uniquely significant to real
estate. The Company cautions that the calculation of FFO may vary from entity to
entity and as such the presentation of FFO by the Company 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 generally
accepted accounting principles and should not be considered an alternative to
net income as an indication of operating performance or to cash 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.
Below is a calculation of funds from operations for the years ended December 31,
1999, 1998 and 1997 as well as actual cash flow and other data for those
respective years (in thousands):
1999 1998 1997
- --------------------------------------------------------------- ---------------- ------------- ---------------
Funds from Operations:
Net income $ 15,588 $ 11,827 $ 12,827
Adjusted for:
Extraordinary item-loss on early extinguishment of debt 249 332 ---
Minority interest 5,374 3,944 4,756
Depreciation and amortization uniquely significant
to real estate 24,603 21,939 18,257
Gain on disposal or sale of real estate (4,141) (994) ---
Asset write-down --- 2,700 ---
- --------------------------------------------------------------- ---------------- ------------- ---------------
Funds from operations before minority interest (1) $ 41,673 $ 39,748 $ 35,840
- --------------------------------------------------------------- ---------------- ------------- ---------------
Cash flow provided by (used in):
Operating activities $ 43,175 $ 35,787 $ 39,214
Investing activities $ (45,959) $ (79,236) $ (93,636)
Financing activities $ (3,043) $ 46,172 $ 55,444
Weighted average shares outstanding (2) 11,698 11,847 11,000
- --------------------------------------------------------------- ---------------- ------------- ---------------
(1) For the year ended December 31, 1999, includes $687,000 in gains on sales
of outparcels of land.
(2) Assumes the partnership units of the Operating Partnership held by the
minority interest, preferred shares of the Company and share and unit
options are all converted to common shares of the Company.
23
In October 1999, the National Association of Real Estate Investment Trusts
("NAREIT") issued interpretive guidance regarding the calculation of FFO.
NAREIT's leadership determined that FFO should include both recurring and
non-recurring operating results, except those results defined as extraordinary
items under generally accepted accounting principles and gains and losses from
sales of depreciable operating property. All REITS are encouraged to implement
the recommendations of this guidance effective for fiscal periods beginning in
2000 for all periods presented in financial statements or tables. The Company
intends to adopt the new NAREIT clarification beginning January 1, 2000. Below
is a calculation of FFO under the new proposed method as if the Company had
adopted the method as of January 1, 1997.
New Proposed Method 1999 1998 1997
- ------------------------------------------------------------- -------------- ---------------- ---------------
Funds from Operations:
Net income $15,588 $11,827 $12,827
Adjusted for:
Extraordinary item-loss on early extinguishment of debt 249 332 ---
Minority interest 5,374 3,944 4,756
Depreciation and amortization uniquely significant
to real estate 24,603 21,939 18,257
Gain on disposal or sale of real estate (4,141) (994) ---
- ------------------------------------------------------------- -------------- ---------------- ---------------
Funds from operations before minority interest $41,673 $37,048 $35,840
- ------------------------------------------------------------- -------------- ---------------- ---------------
New Accounting Pronouncements
During 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 requires entities to recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at their fair value. In June 1999, the
FASB issued SFAS No. 137 "Accounting for Derivative Instruments and Hedging
Activities-Deferral of the Effective Date of FASB Statement No. 133-an amendment
of the FASB Statement No. 133" that revises SFAS No. 133 to become effective in
the first quarter of 2001. Management of the Company anticipates that, due to
its limited use of derivative instruments, the adoption of SFAS No. 133 will not
have a significant effect on the Company's results of operations or its
financial position.
Economic Conditions and Outlook
The majority of the Company's leases contain provisions designed to mitigate the
impact of inflation. Such provisions include clauses for the escalation of base
rent and clauses enabling the Company to receive percentage rentals based on
tenants' gross sales (above predetermined levels, which the Company believes
often are lower than traditional retail industry standards) which generally
increase as prices rise. Most of the leases require the tenant to pay their
share of property operating expenses, including common area maintenance, real
estate taxes, insurance and advertising and promotion, thereby reducing exposure
to increases in costs and operating expenses resulting from inflation.
While factory outlet stores continue to be a profitable and fundamental
distribution channel for brand name manufacturers, some retail formats are more
successful than others. As typical in the retail industry, certain tenants have
closed, or will close, certain stores by terminating their lease prior to its
natural expiration or as a result of filing for protection under bankruptcy
laws.
As part of its strategy of aggressively managing its assets, the Company is
strengthening the tenant base in several of its centers by adding strong new
anchor tenants, such as Nike, GAP, Polo, Tommy Hilfiger and Nautica. To
accomplish this goal, stores may remain vacant for a longer period of time in
order to recapture enough space to meet the size requirement of these upscale,
high volume tenants. Consequently, the Company anticipates that its average
occupancy level will remain strong, but may be more in line with the industry
average.
Approximately 26% of the Company's lease portfolio is scheduled to expire during
the next two years. Approximately 721,000 square feet of space is up for renewal
during 2000 and approximately 629,000 square feet will come up for renewal in
2001. If the Company were unable to successfully renew or release a significant
amount of this space on favorable economic terms, the loss in rent could have a
material adverse effect on its results of operations.
24
Existing tenants' sales have remained stable and renewals by existing tenants
have remained strong. Approximately 221,000, or 31%, of the square feet
scheduled to expire in 2000 have already been renewed by the existing tenants.
In addition, the Company continues to attract and retain additional tenants. The
Company's factory outlet centers typically include well known, national, brand
name companies. By maintaining a broad base of creditworthy tenants and a
geographically diverse portfolio of properties located across the United States,
the Company reduces its operating and leasing risks. No one tenant (including
affiliates) accounts for more than 7% of the Company's combined base and
percentage rental revenues. Accordingly, management currently does not expect
any material adverse impact on the Company's results of operation and financial
condition as a result of leases to be renewed or stores to be released.
Year 2000 Compliance
The Company did not experience any systems or other Year 2000 ("Y2K") problems
during January 2000. In 1999, the Company spent approximately $220,000 to
upgrade or replace equipment or systems specifically to bring them in compliance
with Y2K. The Company is not aware of any other significant costs to be incurred
to address future Y2K problems.
There are a number of Y2K related items that may affect the Company's results of
operations. For example, the Company's spending patterns or cost relationships
may have been affected by large Y2K remediation expenditures or the postponement
of certain expenses. The Company's revenue patterns may have been affected by
unusual tenant behavior, such as delayed openings or delayed payments of rents
until after Y2K. In addition, some companies may have postponed Information
Technology projects or other capital spending in preparing for Y2K which could
impact the company's liquidity requirements. The Company has not experienced any
of these situations and does not believe that any exist which might materially
impact the Company's results of operations or liquidity.
The Company has third-party relationships with approximately 280 tenants and
over 8,000 suppliers and contractors. Many of these third party tenants are
publicly-traded corporations and subject to disclosure requirements. The
principal risks to the Company in its relationships with third parties are the
failure of third-party systems used to conduct business such as tenants being
unable to stock stores with merchandise, use cash registers and pay invoices;
banks being unable to process receipts and disbursements; vendors being unable
to supply needed materials and services to the centers; and processing of
outsourced employee payroll.
The Company's assessment of major third parties' Y2K readiness included sending
surveys to tenants and key suppliers of outsourced services including stock
transfer, debt servicing, banking collection and disbursement, payroll and
benefits. The majority of the Company's vendors are small suppliers that the
Company believes can manually execute their business and are readily
replaceable. Management also believes there is no material risk of being unable
to procure necessary supplies and services from third parties who have not
already indicated that they are currently Y2K compliant. The Company received
responses to approximately 73% of the surveys sent to tenants, banks and key
suppliers. Of the companies who responded, 99% indicated they were presently, or
would be by December 31, 1999, Y2K compliant. The Company is not aware of any
significant third parties who are not currently Y2K compliant. However, there
can be no assurance that all third parties are currently Y2K compliant and that
all will be able to continue to conduct transactions with the Company
successfully. There also can be no assurance that Y2K problems of third parties
or of the Company's own systems which did not surface in January 2000 will not
be a problem sometime in the near future.
Item 8. Financial Statements and Supplementary Data
The information required by this Item is set forth at the pages indicated in
Item 14(a) below.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
Not applicable.
25
PART III
Certain information required by Part III is omitted from this Report in that the
registrant will file a definitive proxy statement pursuant to Regulation 14A
(the "Proxy Statement") not later than 120 days after the end of the fiscal year
covered by this Report, and certain information included therein is incorporated
herein by reference. Only those sections of the Proxy Statement which
specifically address the items set forth herein are incorporated by reference.
Item 10. Directors and Executive Officers of the Registrant
The information concerning the Company' directors required by this Item is
incorporated by reference to the Company's Proxy Statement.
The information concerning the Company's executive officers required by this
Item is incorporated by reference herein to the section in Part I, Item 4,
entitled "Executive Officers of the Registrant".
The information regarding compliance with Section 16 of the Securities and
Exchange Act of 1934 is to be set forth in the Proxy Statement and is hereby
incorporated by reference.
Item 11. Executive Compensation
The information required by this Item is incorporated by reference to the
Company's Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this Item is incorporated by reference to the
Company's Proxy Statement.
Item 13. Certain Relationships and Related Transactions
The information required by this Item is incorporated by reference to the
Company's Proxy Statement.
PART IV
Item 14. Exhibits, Financial Statements Schedules, and Reports on Form 8-K
(a) Documents filed as a part of this report:
1. Financial Statements
Report of Independent Accountants F-1
Consolidated Balance Sheets-December 31, 1999 and 1998 F-2
Consolidated Statements of Operations-
Years Ended December 31, 1999, 1998 and 1997 F-3
Consolidated Statements of Shareholders' Equity-
For the Years Ended December 31, 1999, 1998 and 1997 F-4
Consolidated Statements of Cash Flows-
Years Ended December 31, 1999, 1998 and 1997 F-5
Notes to Consolidated Financial Statements F-6 to F-14
2. Financial Statement Schedule
Schedule III
Report of Independent Accountants F-15
Real Estate and Accumulated Depreciation F-16 to F-17
All other schedules have been omitted because of the absence of
conditions under which they are required or because the required
information is given in the above-listed financial statements or notes
thereto.
26
3. Exhibits
Exhibit No. Description
3.1 Amended and Restated Articles of Incorporation of the
Company. (Note 6)
3.1A Amendment to Amended and Restated Articles of Incorporation
dated May 29, 1996. (Note 6)
3.1B Amendment to Amended and Restated Articles of Incorporation
dated August 20, 1998. (Note 9)
3.1C Amendment to Amended and Restated Articles of Incorporation
dated September 30, 1999.
3.2 Restated By-Laws of the Company.
3.3 Amended and Restated Agreement of Limited Partnership for
the Operating Partnership.
4.1 Form of Deposit Agreement, by and between the Company and
the Depositary, including Form of Depositary Receipt. (Note
1)
4.2 Form of Preferred Stock Certificate. (Note 1)
4.3 Rights Agreement, dated as of August 20, 1998, between
Tanger Factory Outlet Centers, Inc. and BankBoston, N.A.,
which includes the form of Articles of Amendment to the
Amended and Restated Articles of Incorporation, designating
the preferences, limitations and relative rights of the
Class B Preferred Stock as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Rights as
Exhibit C. (Note 8)
10.1 Amended and Restated Unit Option Plan. (Note 9)
10.2 Amended and Restated Share Option Plan of the Company. (Note
9)
10.3 Form of Stock Option Agreement between the Company and
certain Directors. (Note 3)
10.4 Form of Unit Option Agreement between the Operating
Partnership and certain employees. (Note 3)
10.5 Amended and Restated Employment Agreement for Stanley K.
Tanger, as of January 1, 1998. (Note 9)
10.6 Amended and Restated Employment Agreement for Steven B.
Tanger, as of January 1, 1998. (Note 9)
10.7 Amended and Restated Employment Agreement for Willard Albea
Chafin, Jr., as of January 1, 1999. (Note 9)
10.8 Amended and Restated Employment Agreement for Rochelle
Simpson, as of January 1, 1999. (Note 9)
10.9 Amended and Restated Employment Agreement for Joseph Nehmen,
as of January 1, 1999. (Note 9)
10.10 Amended and Restated Employment Agreement for Frank C.
Marchisello, Jr., as of January 1, 1999.
10.11 Registration Rights Agreement among the Company, the Tanger
Family Limited Partnership and Stanley K. Tanger. (Note 2)
10.11A Amendment to Registration Rights Agreement among the
Company, the Tanger Family Limited Partnership and Stanley
K. Tanger. (Note 4)
10.12 Agreement Pursuant to Item 601(b)(4)(iii)(A) of Regulation
S-K. (Note 2)
10.13 Assignment and Assumption Agreement among Stanley K. Tanger,
Stanley K. Tanger & Company, the Tanger Family Limited
Partnership, the Operating Partnership and the Company.
(Note 2)
27
10.14 Promissory Notes by and between the Operating Partnership
and John Hancock Mutual Life Insurance Company aggregating
$66,500,000. (Note 10)
10.15 Form of Senior Indenture. (Note 5)
10.16 Form of First Supplemental Indenture (to Senior Indenture).
(Note 5)
10.16A Form of Second Supplemental Indenture (to Senior Indenture)
dated October 24, 1997 among Tanger Properties Limited
Partnership, Tanger Factory Outlet Centers, Inc. and State
Street Bank & Trust Company. (Note 7)
10.17 Promissory Notes by and between Stanley K. Tanger
and Tanger Properties Limited Partnership dated June 25,
1999 and August 27, 1999
21.1 List of Subsidiaries.
23.1 Consent of PricewaterhouseCoopers LLP.
Notes to Exhibits:
1. Incorporated by reference to the exhibits to the Company's
Registration Statement on Form S-11 filed October 6, 1993, as amended.
2. Incorporated by reference to the exhibits to the Company's
Registration Statement on Form S-11 filed May 27, 1993, as amended.
3. Incorporated by reference to the exhibits to the Company's Annual
Report on Form 10-K for the year ended December 31, 1993.
4. Incorporated by reference to the exhibits to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.
5. Incorporated by reference to the exhibits to the Company's Current
Report on Form 8-K dated March 6, 1996.
6. Incorporated by reference to the exhibits to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996.
7. Incorporated by reference to the exhibits to the Company's Current
Report on Form 8-K dated October 24, 1997.
8. Incorporated by reference to Exhibit 1.1 to the Company's Registration
Statement on Form 8-A, filed August 24, 1998.
9. Incorporated by reference to the exhibits to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.
10. Incorporated by reference to the exhibit to the Company's Quarterly
Report on 10-Q for the quarter ended March 31, 1999.
(b) Reports on Form 8-K - none.
28
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TANGER FACTORY OUTLET CENTERS, INC.
By: /s/ Stanley K. Tanger
----------------------------------
Stanley K. Tanger
Chairman of the Board and
Chief Executive Officer
March 28, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ Stanley K. Tanger Chairman of the Board and Chief March 28, 2000
- ----------------------------- Executive Officer (Principal
Stanley K. Tanger Executive Officer)
/s/ Steven B. Tanger Director, President and March 28, 2000
- ----------------------------- Chief Operating Officer
Steven B. Tanger
/s/ Frank C. Marchisello, Jr. Senior Vice President and March 28, 2000
- ----------------------------- Chief Financial Officer
Frank C. Marchisello, Jr. (Principal Financial and
Accounting Officer)
/s/ Jack Africk Director March 28, 2000
- -----------------------------
Jack Africk
/s/ William G. Benton Director March 28, 2000
- -----------------------------
William G. Benton
/s/ Thomas E. Robinson Director March 28, 2000
- -----------------------------
Thomas E. Robinson
29
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES:
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, shareholders' equity and cash flows
present fairly, in all material respects, the financial position of Tanger
Factory Outlet Centers, Inc. and its subsidiaries at December 31, 1999 and 1998,
and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
PricewaterhouseCoopers LLP
Greensboro, NC
January 26, 2000
F - 1
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
December 31,
1999 1998
- -------------------------------------------------------------------------------------------------------
ASSETS
Rental Property
Land $ 63,045 $ 53,869
Buildings, improvements and fixtures 484,277 458,546
Developments under construction 18,894 16,832
- -------------------------------------------------------------------------------------------------------
566,216 529,247
Accumulated depreciation (104,511) (84,685)
- -------------------------------------------------------------------------------------------------------
Rental property, net 461,705 444,562
Cash and cash equivalents 503 6,330
Deferred charges, net 8,176 8,218
Other assets 19,685 12,685
- -------------------------------------------------------------------------------------------------------
Total assets $490,069 $471,795
- -------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilites
Long-term debt
Senior, unsecured notes $150,000 $150,000
Mortgages payable 90,652 72,790
Lines of credit 88,995 79,695
- -------------------------------------------------------------------------------------------------------
329,647 302,485
Construction trade payables 6,287 9,224
Accounts payable and accrued expenses 13,081 10,723
- -------------------------------------------------------------------------------------------------------
Total liabilities 349,015 322,432
- -------------------------------------------------------------------------------------------------------
Commitments
Minority interest 33,290 35,324
- -------------------------------------------------------------------------------------------------------
Shareholders' equity
Preferred shares, $.01 par value, 1,000,000 shares authorized,
85,270 and 88,270 shares issued and outstanding
at December 31, 1999 and 1998 1 1
Common shares, $.01 par value, 50,000,000 shares authorized,
7,876,835 and 7,897,606 shares issued and outstanding
at December 31, 1999 and 1998 79 79
Paid in capital 136,571 137,530
Distributions in excess of net income (28,887) (23,571)
- -------------------------------------------------------------------------------------------------------
Total shareholders' equity 107,764 114,039
- -------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $490,069 $471,795
- -------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
F - 2
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Year Ended December 31,
1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------
REVENUES
Base rentals $ 69,180 $ 66,187 $ 56,807
Percentage rentals 3,141 3,087 2,637
Expense reimbursements 27,910 26,852 24,665
Other income 3,785 1,640 1,162
- -----------------------------------------------------------------------------------------------------------------
Total revenues 104,016 97,766 85,271
- -----------------------------------------------------------------------------------------------------------------
EXPENSES
Property operating 30,585 29,106 26,269
General and administrative 7,298 6,669 6,145
Interest 24,239 22,028 16,835
Depreciation and amortization 24,824 22,154 18,439
Asset write-down --- 2,700 ---
- -----------------------------------------------------------------------------------------------------------------
Total expenses 86,946 82,657 67,688
- -----------------------------------------------------------------------------------------------------------------
Income before gain on disposal or sale of real estate,
minority interest and extraordinary item 17,070 15,109 17,583
Gain on disposal or sale of real estate 4,141 994 ---
- -----------------------------------------------------------------------------------------------------------------
Income before minority interest and extraordinary item 21,211 16,103 17,583
Minority interest (5,374) (3,944) (4,756)
- -----------------------------------------------------------------------------------------------------------------
Income before extraordinary item 15,837 12,159 12,827
Extraordinary item - Loss on early extinguishment of debt,
net of minority interest of $96 and $128 (249) (332) ---
- -----------------------------------------------------------------------------------------------------------------
Net income 15,588 11,827 12,827
Less applicable preferred share dividends (1,917) (1,911) (1,808)
- -----------------------------------------------------------------------------------------------------------------
Net income available to common shareholders $ 13,671 $ 9,916 $ 11,019
- -----------------------------------------------------------------------------------------------------------------
Basic earnings per common share:
Income before extraordinary item $ 1.77 $ 1.30 $ 1.57
Extraordinary item (0.03) (0.04) ---
- -----------------------------------------------------------------------------------------------------------------
Net income $ 1.74 $ 1.26 $ 1.57
- -----------------------------------------------------------------------------------------------------------------
Diluted earnings per common share:
Income before extraordinary item $ 1.77 $ 1.28 $ 1.54
Extraordinary item (0.03) (0.04) ---
- -----------------------------------------------------------------------------------------------------------------
Net income $ 1.74 $ 1.24 $ 1.54
- -----------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
F - 3
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Years Ended December 31, 1999, 1998, and 1997
(In thousands, except share data) Distributions Total
Preferred Common Paid in in Excess of Shareholder's
Shares Shares Capital Net Income Equity
- --------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1996 $ 1 $ 66 $ 112,465 $ (10,794) $ 101,738
Conversion of 15,730 preferred shares
into 141,726 common shares --- 1 (1) --- ---
Issuance of 29,700 common shares upon
exercise of unit options --- --- 703 --- 703
Issuance of 1,080,000 common shares,
net of issuance costs --- 11 29,230 --- 29,241
Compensation under unit Option Plan --- --- 234 --- 234
Adjustment for minority interest in
the Operating Partnership --- --- (5,611) --- (5,611)
Net income --- --- --- 12,827 12,827
Preferred dividends ($19.55 per share) --- --- --- (1,789) (1,789)
Common dividends ($2.17 per share) --- --- --- (15,224) (15,224)
- --------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1997 1 78 137,020 (14,980) 122,119
Conversion of 2,419 preferred shares
into 21,790 common shares --- 1 (1) --- ---
Issuance of 31,880 commn shares upon
exercise of unit options --- --- 762 --- 762
Repurchase and retirement of 10,000
common shares --- --- (216) --- (216)
Compensation under Unit Option Plan --- --- 142 --- 142
Adjustment for minority interest in
the Operating Partnership --- --- (177) --- (177)
Net income --- --- --- 11,827 11,827
Preferred dividends ($21.17 per share) --- --- --- (1,894) (1,894)
Common dividends ($2.35 per share) --- --- --- (18,524) (18,524)
- --------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1998 1 79 137,530 (23,571) 114,039
Conversion of 3,000 preferred shares
into 27,029 common shares --- 1 (1) --- ---
Issuance of 500 common shares upon
exercise of unit options --- --- 12 --- 12
Repurchase and retirement of 48,300
common shares --- (1) (957) --- (958)
Adjustment for minority interest in
the Operating Partnership --- --- (13) --- (13)
Net income --- --- --- 15,588 15,588
Preferred dividends ($21.76 per share) --- --- --- (1,918) (1,918)
Common dividends ($2.42 per share) --- --- --- (18,986) (18,986)
- -----------------------------------------------------------------------------------------------------------------
Balance, December 31, 1999 $ 1 $ 79 $ 136,571 $ (28,887) $ 107,764
- -----------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
F - 4
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
Net income $ 15,588 $ 11,827 $ 12,827
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 24,824 22,154 18,439
Amortization of deferred financing costs 1,005 1,076 1,094
Minority interest 5,278 3,816 4,756
Loss on early extinguishment of debt 345 460 ---
Asset write-down --- 2,700 ---
Gain on disposal or sale of real estate (4,141) (994) ---
Gain on sale of outparcels of land (687) --- ---
Straight-line base rent adjustment (214) (688) (347)
Compensation under Unit Option Plan --- 195 338
Increase (decrease) due to changes in:
Other assets (1,181) (1,956) (1,861)
Accounts payable and accrued expenses 2,358 (2,803) 3,968
- ----------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activites 43,175 35,787 39,214
- ----------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Acquisition of rental properties (15,500) (44,650) (37,500)
Additions to rental properties (34,224) (35,252) (54,795)
Additions to deferred lease costs (1,862) (1,895) (1,341)
Net proceeds from sale of real estate 1,987 2,561 ---
Net insurance proceeds from property losses 6,451 --- ---
Advances to officer (2,811) --- ---
- ----------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (45,959) (79,236) (93,636)
- ----------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Net proceeds from issuance of common shares --- --- 29,241
Repurchase of common shares (958) (216) ---
Cash dividends paid (20,904) (20,418) (17,013)
Distributions to minority interest (7,325) (7,128) (6,583)
Proceeds from mortgages payable 66,500 --- 75,000
Repayments on mortgages payable (48,638) (1,260) (1,154)
Proceeds from revolving lines of credit 118,555 152,760 118,450
Repayments on revolving lines of credit (109,255) (78,065) (141,250)
Additions to deferred financing costs (1,030) (263) (1,950)
Proceeds from exercise of unit options 12 762 703
- ----------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities (3,043) 46,172 55,444
- ----------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (5,827) 2,723 1,022
Cash and cash equivalents, beginning of period 6,330 3,607 2,585
- ----------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 503 $ 6,330 $ 3,607
- ----------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
F - 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization of the Company
Tanger Factory Outlet Centers, Inc. (the "Company"), a fully-integrated,
self-administered, self-managed real estate investment trust ("REIT"), develops,
owns and operates factory outlet centers. Recognized as one of the largest
owners and operators of factory outlet centers in the United States, the Company
owned and operated 31 factory outlet centers located in 22 states with a total
gross leasable area of approximately 5.1 million square feet at the end of 1999.
The Company provides all development, leasing and management services for its
centers.
The factory outlet centers and other assets of the Company's business are held
by, and all of its operations are conducted by, Tanger Properties Limited
Partnership (the "Operating Partnership"). Prior to 1999, the Company owned the
majority of the units of partnership interest issued by the Operating
Partnership (the "Units") and served as its sole general partner. During 1999,
the Company transferred its ownership of Units into two wholly-owned
subsidiaries, the Tanger GP Trust and the Tanger LP Trust. The Tanger GP Trust
controls the Operating Partnership as its sole general partner. The Tanger LP
Trust holds a limited partnership interest. The Tanger Family Limited
Partnership ("TFLP"), holds the remaining Units as a limited partner. Stanley K.
Tanger, the Company's Chairman of the Board and Chief Executive Officer, is the
sole general partner of TFLP.
As of December 31, 1999, the Company's wholly-owned subsidiaries owned 7,876,835
Units, and 85,270 Preferred Units (which are convertible into approximately
795,309 limited partnership Units) and TFLP owned 3,033,305 Units. TFLP's Units
are exchangeable, subject to certain limitations to preserve the Company's
status as a REIT, on a one-for-one basis for common shares of the Company.
Preferred Units are automatically converted into limited partnership Units to
the extent of any conversion of preferred shares of the Company into common
shares of the Company.
2. Summary of Significant Accounting Policies
Principles of Consolidation - The consolidated financial statements include
the accounts of the Company, its wholly-owned subsidiaries and the Operating
Partnership. All significant intercompany balances and transactions have been
eliminated in consolidation.
Minority Interest - Minority interest reflects TFLP's percentage ownership
of the Operating Partnership's Units. Income is allocated to the TFLP based on
its respective ownership interest.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Operating Segments - The Company aggregates the financial information of
all its centers into one reportable operating segment because the centers all
have similar economic characteristics and provide similar products and services
to similar types and classes of customers.
Rental Properties - Rental properties are recorded at cost less accumulated
depreciation. Costs incurred for the acquisition, construction, and development
of properties are capitalized. Depreciation is computed on the straight-line
basis over the estimated useful lives of the assets. The Company generally uses
estimated lives ranging from 25 to 33 years for buildings, 15 years for land
improvements and seven years for equipment. Expenditures for ordinary
maintenance and repairs are charged to operations as incurred while significant
renovations and improvements, including tenant finishing allowances, that
improve and/or extend the useful life of the asset are capitalized and
depreciated over their estimated useful life.
Buildings, improvements and fixtures consist primarily of permanent
buildings and improvements made to land such as landscaping and infrastructure
and costs incurred in providing rental space to tenants. Interest costs
capitalized during 1999, 1998 and 1997 amounted to $1,242,000, $762,000, and
$1,877,000, and development costs capitalized amounted to $1,711,000,
$1,903,000, and $1,637,000, respectively. Depreciation expense for each of the
years ended December 31, 1999, 1998 and 1997 was $23,095,000, $20,873,000, and
$17,327,000, respectively.
F - 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The pre-construction stage of project development involves certain costs to
secure land control and zoning and complete other initial tasks essential to the
development of the project. These costs are transferred from other assets to
developments under construction when the pre-construction tasks are completed.
Costs of potentially unsuccessful pre-construction efforts are charged to
operations.
Cash and Cash Equivalents - All highly liquid investments with an original
maturity of three months or less at the date of purchase are considered to be
cash and cash equivalents. Cash balances at a limited number of banks may
periodically exceed insurable amounts. The Company believes that it mitigates
its risk by investing in or through major financial institutions. Recoverability
of investments is dependent upon the performance of the issuer.
Deferred Charges - Deferred lease costs consist of fees and costs incurred
to initiate operating leases and are amortized over the average minimum lease
term. Deferred financing costs include fees and costs incurred to obtain
long-term financing and are being amortized over the terms of the respective
loans. Unamortized deferred financing costs are charged to expense when debt is
retired before the maturity date.
Impairment of Long-Lived Assets - Rental property held and used by an
entity is reviewed for impairment in the event that facts and circumstances
indicate the carrying amount of an asset may not be recoverable. In such an
event, the Company compares the estimated future undiscounted cash flows
associated with the asset to the asset's carrying amount, and if less,
recognizes an impairment loss in an amount by which the carrying amount exceeds
its fair value. The Company believes that no material impairment existed at
December 31, 1999.
Derivatives - The Company selectively enters into interest rate protection
agreements to mitigate changes in interest rates on its variable rate
borrowings. The notional amounts of such agreements are used to measure the
interest to be paid or received and do not represent the amount of exposure to
loss. None of these agreements are used for speculative or trading purposes. The
cost of these agreements are included in deferred financing costs and are
amortized on a straight-line basis over the life of the agreements. As of
December 31, 1999, the Company had no such agreements.
Revenue Recognition - Base rentals are recognized on a straight line basis
over the term of the lease. Substantially all leases contain provisions which
provide additional rents based on tenants' sales volume ("percentage rentals")
and reimbursement of the tenants' share of advertising and promotion, common
area maintenance, insurance and real estate tax expenses. Percentage rentals are
recognized when specified targets that trigger the contingent rent are met.
Expense reimbursements are recognized in the period the applicable expenses are
incurred. Payments received from the early termination of leases are recognized
when the applicable space is released, or, otherwise are amortized over the
remaining lease term. Business interruption insurance proceeds received are
recognized as other income over the estimated period of interruption.
Income Taxes - The Company operates in a manner intended to enable it to
qualify as a REIT under the Internal Revenue Code (the "Code"). A REIT which
distributes at least 95% of its taxable income to its shareholders each year and
which meets certain other conditions is not taxed on that portion of its taxable
income which is distributed to its shareholders. The Company intends to continue
to qualify as a REIT and to distribute substantially all of its taxable income
to its shareholders. Accordingly, no provision has been made for Federal income
taxes. The Company paid preferred dividends per share of $21.76, $21.17, and
$19.55 in 1999, 1998, and 1997, respectively, all of which are treated as
ordinary income. The table below summarizes the common dividends paid per share
and the amount representing estimated return of capital.
Common dividends per share: 1999 1998 1997
------------------------------------ ---------- ------------ -----------
Ordinary income $1.328 $ 1.340 $ 1.779
Return of capital 1.039 1.010 .391
Long-term capital gain .048 --- ---
------------------------------------ ---------- ------------ -----------
$2.415 $ 2.350 $ 2.170
------------------------------------ ---------- ------------ -----------
F - 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Concentration of Credit Risk - The Company's management performs ongoing
credit evaluations of its tenants. Although the tenants operate principally in
the retail industry, the properties are geographically diverse. No single tenant
accounted for 10% or more of combined base and percentage rental income during
1999, 1998 or 1997.
Supplemental Cash Flow Information - The Company purchases capital
equipment and incurs costs relating to construction of new facilities, including
tenant finishing allowances. Expenditures included in construction trade
payables as of December 31, 1999, 1998 and 1997 amounted to $6,287,000,
$9,224,000, and $12,913,000, respectively. Interest paid, net of interest
capitalized, in 1999, 1998 and 1997 was $23,179,000, $20,690,000, and
$12,337,000, respectively. Other assets at December 31, 1999 include a property
loss receivable of $4.2 million from the Company's property insurance carrier.
3. Deferred Charges
Deferred charges as of December 31, 1999 and 1998 consist of the following (in
thousands):
1999 1998
---------------------------- ----------- -------------
Deferred lease costs $11,110 $ 9,551
Deferred financing costs 5,866 5,691
---------------------------- ----------- -------------
16,976 15,242
Accumulated amortization 8,800 7,024
---------------------------- ----------- -------------
$ 8,176 $ 8,218
---------------------------- ----------- -------------
Amortization of deferred lease costs for the years ended December 31, 1999, 1998
and 1997 was $1,459,000, $1,019,000, and $873,000, respectively. Amortization of
deferred financing costs, included in interest expense in the accompanying
consolidated statements of operations, for the years ended December 31, 1999,
1998 and 1997 was $1,005,000, $1,076,000, and $1,094,000 respectively. During
1999 and 1998, the Company expensed the remaining unamortized financing costs
totaling $345,000 and $460,000 related to debt extinguished prior to its
respective maturity date. Such amounts are shown as extraordinary items in the
accompanying consolidated statements of operations.
4. Other Assets
Included in other assets are notes receivable totaling $2.8 million from Stanley
K. Tanger, the Company's Chairman of the Board and Chief Executive Officer. Mr.
Tanger and the Company have entered into demand note agreements whereby he may
borrow up to $3.5 million through various advances from the Company for an
investment in a separate e-commerce business venture. The notes bear interest at
a rate of 8% per annum and are collateralized by Mr. Tanger's limited
partnership interest in Tanger Investments Limited Partnership. Mr. Tanger
intends to fully repay the loan.
Also included in other assets is a receivable of $4.2 million from the Company's
property insurance carrier. This amount, which was collected in January 2000,
represents the unpaid portion of an insurance settlement of $13.4 million
related to the loss of the Company's outlet center in Stroud, Oklahoma. The
center was destroyed by a tornado in May 1999. Approximately $1.9 million of the
settlement proceeds represented business interruption insurance. The business
interruption proceeds are being amortized to other income over a period of
fourteen months. The unrecognized portion of the business interruption proceeds
at December 31, 1999 totaled $985,200. The remaining portion of the settlement,
net of related expenses, was considered replacement proceeds for the portion of
the center that was totally destroyed. As a result, the Company recognized a
gain on disposal of $4.1 million during 1999. The remaining carrying value for
this property consists of land and related site work totaling $1.7 million.
5. Asset Write-Down
During 1998, the Company discontinued the development of its Concord, North
Carolina, Romulus, Michigan and certain other projects as the economics of these
transactions did not meet an adequate return on investment for the Company. As a
result, the Company recorded a $2.7 million charge in the fourth quarter of 1998
to write-off the carrying amount of these projects, net of proceeds received
from the sale of the Company's interest in the Concord project to an unrelated
third party.
F - 8
6. Long-term Debt
Long-term debt at December 31, 1999 and 1998 consists of the following (in
thousands):
1999 1998
------------------------------------------------------------------------ --------------- ---------------
8.75% Senior, unsecured notes, maturing March 2001 $ 75,000 $ 75,000
7.875% Senior, unsecured notes, maturing October 2004 75,000 75,000
Mortgage notes with fixed interest at:
8.625%, maturing September 2000 9,460 9,805
8.92%, maturing January 2002 --- 47,405
9.77%, maturing April 2005 15,351 15,580
7.875%, maturing April 2009 65,841 ---
Revolving lines of credit with variable interest rates ranging from either
prime less .25% to prime or from LIBOR plus 1.55% to LIBOR plus 1.60% 88,995 79,695
------------------------------------------------------------------------ --------------- ---------------
$ 329,647 $ 302,485
------------------------------------------------------------------------ --------------- ---------------
The Company maintains revolving lines of credit which provide for borrowing up
to $100 million. The agreements expire at various times through the year 2002.
Interest is payable based on alternative interest rate bases at the Company's
option. Amounts available under these facilities at December 31, 1999 totaled
$11.0 million. Certain of the Company's properties, which had a net book value
of approximately $88.9 million at December 31, 1999, serve as collateral for the
fixed rate mortgages.
The credit agreements require the maintenance of certain ratios, including debt
service coverage and leverage, and limit the payment of dividends such that
dividends and distributions will not exceed funds from operations, as defined in
the agreements, for the prior fiscal year on an annual basis or 95% of funds
from operations on a cumulative basis. All three existing fixed rate mortgage
notes are with insurance companies and contain prepayment penalty clauses.
During March 1999, the Company refinanced its 8.92% notes. The refinancing
reduced the interest rate to 7.875%, increased the loan amount to $66.5 million
and extended the maturity date to April 2009. The additional proceeds were used
to reduce amounts outstanding under the revolving lines of credit.
Maturities of the existing long-term debt are as follows (in thousands):
Year Amount %
---------------------------------- ------------- ------------
2000 $ 10,654 3
2001 117,291 36
2002 49,381 15
2003 1,497 ---
2004 76,618 23
Thereafter 74,206 23
---------------------------------- ------------- ------------
$ 329,647 100
---------------------------------- ------------- ------------
In January 2000, the Company entered into a $20.0 million two year unsecured
term loan with interest payable at LIBOR plus 2.25%. The proceeds were used to
reduce amounts outstanding under the existing lines of credit. Also in January
2000, the Company entered into interest rate swap agreements on notional amounts
totaling $20.0 million at a cost of $162,000. The agreements mature in January
2002. The swap agreements have the effect of fixing the interest rate on the new
$20.0 million loan at 8.75%.
F - 9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. Derivatives and Fair Value of Financial Instruments
In October 1998, the Company entered into an interest rate swap agreement
effective through October 2001 with a notional amount of $20 million that fixed
the 30 day LIBOR index at 5.47%. The Company terminated this agreement in June
1999. The Company had a similar agreement with a notional amount of $10 million
at a fixed 30 day LIBOR index of 5.99% that expired during 1998. The impact of
these agreements had an insignificant effect on interest expense during 1999,
1998 and 1997.
In anticipation of offering the senior, unsecured notes due 2004, the Company
entered into an interest rate protection agreement on October 3, 1997 which
fixed the index on the 10 year US Treasury rate at 5.995% for 30 days on a
notional amount of $70 million. The transaction settled on October 21, 1997, the
trade date of the $75 million offering, and, as a result of an increase in the
US Treasury rate, the Company received proceeds of $714,000. Such amount is
being amortized as a reduction to interest expense over the life of the notes.
The overall effective interest rate on the notes, after giving consideration to
these proceeds, is 7.75%.
The carrying amount of cash equivalents approximates fair value due to the
short-term maturities of these financial instruments. The fair value of
long-term debt at December 31, 1999, which is estimated as the present value of
future cash flows, discounted at interest rates available at the reporting date
for new debt of similar type and remaining maturity, was approximately $324.4
million.
8. Shareholders' Equity
During 1997, the Company completed an additional public offering of 1,080,000
common shares at a price of $29.0625 per share, receiving net proceeds of
approximately $29.2 million. The net proceeds, which were contributed to the
Operating Partnership in exchange for 1,080,000 Units, were used to acquire,
expand and develop factory outlet centers and for general corporate purposes.
The Series A Cumulative Convertible Redeemable Preferred Shares (the "Preferred
Shares") were sold to the public during 1993 in the form of Depositary Shares,
each representing 1/10 of a Preferred Share. Proceeds from this offering, net of
underwriters discount and estimated offering expenses, were contributed to the
Operating Partnership in return for preferred partnership Units. The Preferred
Shares have a liquidation preference equivalent to $25 per Depositary Share and
dividends accumulate per Depositary Share equal to the greater of (i) $1.575 per
year or (ii) the dividends on the common shares or portion thereof, into which a
depositary share is convertible. The Preferred Shares rank senior to the common
shares in respect of dividend and liquidation rights.
The Preferred Shares are convertible at the option of the holder at any time
into common shares at a rate equivalent to .901 common shares for each
Depositary Share. At December 31, 1999, 768,269 common shares were reserved for
the conversion of Depositary Shares. The Preferred Shares and Depositary Shares
may be redeemed at the option of the Company, in whole or in part, at a
redemption price of $25 per Depositary Share, plus accrued and unpaid dividends.
The Company's Board of Directors has authorized the repurchase of up to $6
million of the Company's common shares. The timing and amount of purchases will
be at the discretion of management. During 1999 and 1998, the Company purchased
and retired 48,300 and 10,000 common shares at a price of $958,000 and $216,000,
respectively. The amount authorized for future repurchases remaining at December
31, 1999 totaled $4.8 million.
9. Shareholders' Rights Plan
On July 30, 1998, the Company's Board of Directors declared a distribution of
one Preferred Share Purchase Right (a "Right") for each then outstanding common
share of the Company to shareholders of record on August 27, 1998. The Rights
are exercisable only if a person or group acquires 15% or more of the Company's
outstanding common shares or announces a tender offer the consummation of which
would result in ownership by a person or group of 15% or more of the common
shares. Each Right entitles shareholders to buy one-hundredth of a share of a
new series of Junior Participating Preferred Shares of the Company at an
exercise price of $120, subject to adjustment.
F - 10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
If an acquiring person or group acquires 15% or more of the Company's
outstanding common shares, an exercisable Right will entitle its holder (other
than the acquirer) to buy, at the Right's then-current exercise price, common
shares of the Company having a market value of two times the exercise price of
one Right. If an acquirer acquires at least 15%, but less than 50%, of the
Company's common shares, the Board may exchange each Right (other than those of
the acquirer) for one common share (or one-hundredth of a Class B Preferred
Share) per Right. In addition, under certain circumstances, if the Company is
involved in a merger or other business combination where it is not the surviving
corporation, an exercisable Right will entitle its holder to buy, at the Right's
then-current exercise price, common shares of the acquiring company having a
market value of two times the exercise price of one Right. The Company may
redeem the Rights at $.01 per Right at any time prior to a person or group
acquiring a 15% position. The Rights will expire on August 26, 2008.
10. Earnings Per Share
A reconciliation of the numerators and denominators in computing earnings per
share in accordance with Statement of Financial Accounting Standards No. 128,
Earnings per Share, for the years ended December 31, 1999, 1998 and 1997 is set
forth as follows (in thousands, except per share amounts):
1999 1998 1997
- -----------------------------------------------------------------------------------------------------
Numerator:
Income before extraordinary item $ 15,837 $ 12,159 $ 12,827
Less applicable preferred share dividends (1,917) (1,911) (1,808)
- -----------------------------------------------------------------------------------------------------
Income available to common shareholders -
numerator for basic and diluted earnings per share 13,920 10,248 11,019
- -----------------------------------------------------------------------------------------------------
Denominator:
Basic weighted average common shares 7,861 7,886 7,028
Effect of outstanding share and unit options 11 123 112
- -----------------------------------------------------------------------------------------------------
Diluted weighted average common shares 7,872 8,009 7,140
- -----------------------------------------------------------------------------------------------------
Basic earnings per share before extraordinary item $ 1.77 $ 1.30 $ 1.57
- -----------------------------------------------------------------------------------------------------
Diluted earnings per share before extaordinary item $ 1.77 $ 1.28 $ 1.54
- -----------------------------------------------------------------------------------------------------
Options to purchase common shares excluded from the computation of diluted
earnings per share during 1999, 1998 and 1997 because the exercise price was
greater than the average market price of the common shares totaled 683,218,
268,569, and 9,000 shares. The assumed conversion of the preferred shares as of
the beginning of each year would have been anti-dilutive. The assumed conversion
of the Units held by TFLP as of the beginning of the year, which would result in
the elimination of earnings allocated to the minority interest, would have no
impact on earnings per share since the allocation of earnings to an Operating
Partnership Unit is equivalent to earnings allocated to a common share.
11. Employee Benefit Plans
The Company has a non-qualified and incentive share option plan ("The Share
Option Plan") and the Operating Partnership has a non-qualified Unit option plan
("The Unit Option Plan"). Units received upon exercise of Unit options are
exchangeable for common shares. The Company accounts for these plans under APB
Opinion No. 25, under which no compensation cost has been recognized.
F - 11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Had compensation cost for these plans been determined for options granted since
January 1, 1995 consistent with Statement of Financial Accounting Standards No.
123, Accounting for Stock-Based Compensation (SFAS 123), the Company's net
income and earnings per share would have been reduced to the following pro forma
amounts (in thousands, except per share amounts):
1999 1998 1997
- ------------------ ---------------- ------------ ----------------- ----------------
Net income: As reported $ 15,588 $ 11,827 $ 12,827
Pro forma 15,387 $ 11,651 $ 12,696
Basic EPS: As reported $ 1.74 $ 1.26 $ 1.57
Pro forma $ 1.71 $ 1.24 $ 1.55
Diluted EPS: As reported $ 1.74 $ 1.24 $ 1.54
Pro forma $ 1.71 $ 1.22 $ 1.53
Because the SFAS 123 method of accounting has not been applied to options
granted prior to January 1, 1995, the resulting pro forma compensation cost may
not be representative of that to be expected in future years. The fair value of
each option grant is estimated on the date of grant using the Black-Scholes
option pricing model with the following weighted-average assumptions used for
grants in 1999 and 1998, respectively: expected dividend yields of 10%; expected
lives ranging from 5 years to 7 years; expected volatility 20%; and risk-free
interest rates ranging from 4.72% to 5.50%.
The Company may issue up to 1,750,000 shares under The Share Option Plan and The
Unit Option Plan. The Company has granted 1,343,070 options, net of options
forfeited, through December 31, 1999. Under both plans, the option exercise
price is determined by the Share and Unit Option Committee of the Board of
Directors. Non-qualified share and Unit options granted expire 10 years from the
date of grant and are exercisable in five equal installments commencing one year
from the date of grant.
Options outstanding at December 31, 1999 have exercise prices between $22.125
and $31.25, with a weighted average exercise price of $24.63 and a weighted
average remaining contractual life of 6.2 years.
Unamortized share compensation, which relates to options that were granted at an
exercise price below the fair market value at the time of grant, was fully
amortized in 1998. Compensation expense recognized during 1998 and 1997 was
$195,000, and $338,000, respectively.
A summary of the status of the Company's two plans at December 31, 1999, 1998
and 1997 and changes during the years then ended is presented in the table and
narrative below:
1999 1998 1997
----------------------- --------------------------- -----------------------
Wtd Avg Wtd Avg Wtd Avg
Shares Ex Price Shares Ex Price Shares Ex Price
- -------------------------------------- ------------ -------------- ------------- ------------- ----------- -----------
Outstanding at beginning of year 1,069,060 25.27 874,230 $23.76 915,950 $23.77
Granted 241,800 22.13 277,600 30.15 --- ---
Exercised (500) 23.80 (31,880) 23.91 (29,700) 23.68
Forfeited (29,470) 26.94 (50,890) 26.94 (12,020) 24.41
- -------------------------------------- ------------ -------------- ------------- ------------- ----------- -----------
Outstanding at end of year 1,280,890 24.63 1,069,060 $25.27 874,230 $23.76
- -------------------------------------- ------------ -------------- ------------- ------------- ----------- -----------
Exercisable at end of year 742,030 24.08 608,520 $23.51 470,750 $23.46
Weighted average fair value of
options granted $1.05 $1.59 ---
The Company has a qualified retirement plan, with a salary deferral feature
designed to qualify under Section 401 of the Code (the "401(k) Plan"), which
covers substantially all officers and employees of the Company. The 401(k) Plan
permits employees of the Company, in accordance with the provisions of Section
401(k) of the Code, to defer up to 20% of their eligible compensation on a
pre-tax basis subject to certain maximum amounts. Employee contributions are
F - 12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
fully vested and are matched by the Company at a rate of compensation deferred
to be determined annually at the Company's discretion. The matching contribution
is subject to vesting under a schedule providing for 20% annual vesting starting
with the third year of employment and 100% vesting after seven years of
employment. The employer matching contribution expense for the years 1999, 1998
and 1997 was immaterial.
12. Supplementary Income Statement Information
The following amounts are included in property operating expenses for the years
ended December 31, 1999, 1998 and 1997 (in thousands):
1999 1998 1997
------------------------------ ----------- ----------- ------------
Advertising and promotion $ 8,579 $ 9,069 $ 8,452
Common area maintenance 12,296 11,929 11,113
Real estate taxes 7,396 6,202 5,004
Other operating expenses 2,314 1,906 1,700
------------------------------ ----------- ----------- ------------
$ 30,585 $ 29,106 $ 26,269
------------------------------ ----------- ----------- ------------
13. Lease Agreements
The Company is the lessor of a total of 1,310 stores in 31 factory outlet
centers, under operating leases with initial terms that expire from 2000 to
2017. Most leases are renewable for five years at the lessee's option. Future
minimum lease receipts under noncancellable operating leases as of December 31,
1999 are as follows (in thousands):
2000 $ 63,730
2001 56,549
2002 46,886
2003 32,125
2004 20,449
Thereafter 44,106
-------------------- --------------------
$ 263,845
-------------------- --------------------
14. Commitments and Contingencies
At December 31, 1999, commitments for construction of new developments and
additions to existing properties amounted to $3.0 million. Commitments for
construction represent only those costs contractually required to be paid by the
Company.
The Company purchased the rights to lease land on which two of the outlet
centers are situated for $1,520,000. These leasehold rights are being amortized
on a straight-line basis over 30 and 40 year periods. Accumulated amortization
was $566,000 and $517,000 at December 31, 1999 and 1998, respectively.
The Company's noncancellable operating leases, with initial terms in excess of
one year, have terms that expire from 2000 to 2085. Annual rental payments for
these leases aggregated $1,481,000, 1,090,000, and $778,000, for the years ended
December 31, 1999, 1998 and 1997, respectively. Minimum lease payments for the
next five years and thereafter are as follows (in thousands):
2000 $1,821
2001 1,759
2002 1,705
2003 1,550
2004 1,507
Thereafter 55,164
------------------ ---------------------
$63,506
------------------ ---------------------
The Company is also subject to legal proceedings and claims which have arisen in
the ordinary course of its business and have not been finally adjudicated. In
management's opinion, the ultimate resolution of these matters will have no
material effect on the Company's results of operations or financial condition.
F - 13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. Quarterly Financial Information
The following table sets forth summary quarterly financial information for the
years ended December 31, 1999 and 1998 (unaudited and in thousands, except per
share data).
1999 by Quarter First Second Third Fourth
-------------------------------------------- ----------- ----------- ----------- -----------
Total revenues $24,163 $25,139 $26,905 $27,809
Income before minority interest and
extraordinary item 3,452 3,757 6,188 7,814
Income before extraordinary item 2,626 2,844 4,597 5,770
Net income 2,377 2,844 4,597 5,770
Basic earnings per common share:
Income before extraordinary item (1) .27 .30 .52 .67
Net income (1) .24 .30 .52 .67
Diluted earnings per common share:
Income before extraordinary item (1) .27 .30 .52 .67
Net income (1) .24 .30 .52 .67
-------------------------------------------- ----------- ----------- ----------- -----------
1998 by Quarter First Second Third Fourth
-------------------------------------------- ----------- ----------- ----------- -----------
Total revenues $22,806 $24,350 $25,067 $25,543
Income before minority interest and
extraordinary item 5,523 4,335 3,891 2,354
Income before extraordinary item 4,115 3,265 2,945 1,834
Net income 3,783 3,265 2,945 1,834
Basic earnings per common share:
Income before extraordinary item (1) .46 .35 .31 .17
Net income (1) .42 .35 .31 .17
Diluted earnings per common share:
Income before extraordinary item (1) .45 .34 .31 .17
Net income (1) .41 .34 .31 .17
-------------------------------------------- ----------- ----------- ----------- -----------
(1) Quarterly amounts do not add to annual amounts due to the effect of rounding
on a quarterly basis.
16. Acquisitions
During 1998, the Company completed the acquisitions of two factory outlet
centers containing approximately 359,000 square feet of gross leasable area for
purchase prices that aggregated $44.7 million. The acquisitions were accounted
for using the purchase method whereby the purchase price was allocated to assets
acquired based on their fair values. The results of operations of the acquired
properties have been included in the consolidated results of operations since
the applicable acquisition date.
The pro forma information is presented for informational purposes only and may
not be indicative of what actual results of operations would have been had the
acquisitions occurred at the beginning of each period presented, nor does it
purport to represent the results of operations for future periods. The following
unaudited summarized pro forma results of operations reflect adjustments to
present the historical information as if the all of the acquisitions had
occurred as of the January 1, 1998 (unaudited and in thousands, except per share
data).
1998
------------------------------------------- ------------
Total revenues $100,840
Income before extraordinary item 12,349
Net income 12,017
Basic net income per common share:
Income before extraordinary item 1.32
Net income 1.28
Diluted net income per common share:
Income before extraordinary item 1.30
Net income 1.26
------------------------------------------- ------------
F - 14
REPORT OF INDEPENDENT ACCOUNTANTS
Our report on the consolidated financial statements of Tanger Factory
Outlet Centers, Inc. and Subsidiaries is included on page F-1 of this Form 10-K.
In connection with our audits of such financial statements, we have also audited
the related financial statement schedule listed in the index on page 26 of this
Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
PricewaterhouseCoopers LLP
Greensboro, North Carolina
January 26, 2000
F - 15
TANGER FACTORY OUTLET CENTERS, INC. and SUBSIDIARY
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Year Ended December 31, 1999
(In thousands)
- ------------------------------------- -------------- ------------------------ ----------------------- ----------------------------
Costs Capitalized Gross Amount
Subsequent to Carried at
Acquisition Close of Period
Description Initial cost to Company (Improvements) 12/31/99 (1)
- ------------------------------------- -------------- ------------------------ ----------------------- -----------------------------
Buildings, Buildings, Buildings,
Outlet Center Improvements Improvements Improvements
Name Location Encumbrances Land & Fixtures Land & Fixtures Land & Fixtures Total
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- ---------- ---------- ----------
Barstow Barstow, CA $ -- $3,941 $ 12,533 $ --- $1,110 $3,941 $13,643 $17,584
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- ---------- ---------- ----------
Blowing Rock Blowing Rock, NC --- 1,963 9,424 --- 2,032 1,963 11,456 13,419
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Boaz Boaz, AL --- 616 2,195 --- 1,673 616 3,868 4,484
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Bourne Bourne, MA --- 899 1,361 --- 255 899 1,616 2,515
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Branch North Branch, MN --- 304 5,644 249 2,514 553 8,158 8,711
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Branson Branson, MO --- 4,557 25,040 --- 6,146 4,557 31,186 35,743
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Casa Grande Casa Grande, AZ --- 753 9,091 --- 1,233 753 10,324 11,077
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Clover North Conway, NH --- 393 672 --- 246 393 918 1,311
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Commerce I Commerce, GA 9,460 755 3,511 492 8,318 1,247 11,829 13,076
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Commerce II Commerce, GA --- 1,262 14,046 541 16,986 1,803 31,032 32,835
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Dalton Dalton, GA 11,658 1,641 15,596 --- 54 1,641 15,650 17,291
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Ft. Lauderdale Ft. Lauderdale, FL 9,412 6,986 --- --- 9,412 6,986 16,398
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Gonzales Gonzales, LA --- 947 15,895 17 3,908 964 19,803 20,767
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Kittery-I Kittery, ME 6,634 1,242 2,961 229 1,288 1,471 4,249 5,720
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Kittery-II Kittery, ME --- 921 1,835 529 236 1,450 2,071 3,521
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Lancaster Lancaster, PA 15,351 3,691 19,907 --- 6,341 3,691 26,248 29,939
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Lawrence Lawrence, KS --- 1,013 5,542 429 865 1,442 6,407 7,849
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
LL Bean North Conway, NH --- 1,894 3,351 --- 1,026 1,894 4,377 6,271
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Locust Grove Locust Grove, GA --- 2,558 11,801 --- 7,304 2,558 19,105 21,663
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Martinsburg Martinsburg, WV --- 800 2,812 --- 1,256 800 4,068 4,868
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
McMinnville McMinnville, OR --- 1,071 8,162 6 748 1,077 8,910 9,987
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Nags Head Nags Head, NC --- 1,853 6,679 --- 1,016 1,853 7,695 9,548
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Pigeon Forge Pigeon Forge, TN --- 299 2,508 --- 1,639 299 4,147 4,446
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Riverhead Riverhead, NY --- --- 36,374 6,152 66,736 6,152 103,110 109,262
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
San Marcos San Marcos, TX 19,802 1,895 9,440 17 11,006 1,912 20,446 22,358
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Sanibel Sanibel, FL --- 4,916 23,196 --- 2,121 4,916 25,317 30,233
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Sevierville Sevierville, TN --- --- 18,495 --- 22,242 --- 40,737 40,737
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Seymour Seymour, IN --- 1,671 13,249 --- 693 1,671 13,942 15,613
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Stroud Stroud, OK --- 446 2,242 --- --- 446 2,242 2,688
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Terrell Terrell, TX --- 778 13,432 --- 4,387 778 17,819 18,597
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
West Branch West Branch, MI 7,401 350 3,428 121 4,382 471 7,810 8,281
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
Williamsburg Williamsburg, IA 20,346 706 6,781 716 11,221 1,422 18,002 19,424
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
$90,652 $ 53,547 $314,189 $9,498 $188,982 $63,045 $503,171 $566,216
- ----------------- ------------------- -------------- --------- -------------- -------- ----------- --------- ---------- -----------
TANGER FACTORY OUTLET CENTERS, INC. and SUBSIDIARY
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Year Ended December 31, 1999
(In thousands)
Description
- ----------------- ------------- ------------- --------------
Life Used to
Compute
Depreciation
Outlet Center Accumulated Date of in Income
Name Depreciation Construction Statement
- ----------------- ------------- ------------- --------------
Barstow $3,647 1995 (2)
- ----------------- ------------- ------------- --------------
Blowing Rock 786 1997 (3) (2)
- ----------------- ------------- ------------- --------------
Boaz 1,600 1988 (2)
- ----------------- ------------- ------------- --------------
Bourne 757 1989 (2)
- ----------------- ------------- ------------- --------------
Branch 2,966 1992 (2)
- ----------------- ------------- ------------- --------------
Branson 7,739 1994 (2)
- ----------------- ------------- ------------- --------------
Casa Grande 4,133 1992 (2)
- ----------------- ------------- ------------- --------------
Clover 419 1987 (2)
- ----------------- ------------- ------------- --------------
Commerce I 3,923 1989 (2)
- ----------------- ------------- ------------- --------------
Commerce II 4,454 1995 (2)
- ----------------- ------------- ------------- --------------
Dalton 930 1998 (3) (2)
- ----------------- ------------- ------------- --------------
Ft. Lauderdale 44 1999 (3) (2)
- ----------------- ------------- ------------- --------------
Gonzales 6,578 1992 (2)
- ----------------- ------------- ------------- --------------
Kittery-I 2,175 1986 (2)
- ----------------- ------------- ------------- --------------
Kittery-II 923 1989 (2)
- ----------------- ------------- ------------- --------------
Lancaster 5,913 1994 (3) (2)
- ----------------- ------------- ------------- --------------
Lawrence 1,839 1993 (2)
- ----------------- ------------- ------------- --------------
LL Bean 1,786 1988 (2)
- ----------------- ------------- ------------- --------------
Locust Grove 4,547 1994 (2)
- ----------------- ------------- ------------- --------------
Martinsburg 1,876 1987 (2)
- ----------------- ------------- ------------- --------------
McMinnville 3,021 1993 (2)
- ----------------- ------------- ------------- --------------
Nags Head 685 1997 (3) (2)
- ----------------- ------------- ------------- --------------
Pigeon Forge 1,754 1988 (2)
- ----------------- ------------- ------------- --------------
Riverhead 14,376 1993 (2)
- ----------------- ------------- ------------- --------------
San Marcos 4,984 1993 (2)
- ----------------- ------------- ------------- --------------
Sanibel 1,112 1998 (3) (2)
- ----------------- ------------- ------------- --------------
Sevierville 2,878 1997 (3) (2)
- ----------------- ------------- ------------- --------------
Seymour 3,920 1994 (2)
- ----------------- ------------- ------------- --------------
Stroud 948 1992 (2)
- ----------------- ------------- ------------- --------------
Terrell 4,738 1994 (2)
- ----------------- ------------- ------------- --------------
West Branch 2,672 1991 (2)
- ----------------- ------------- ------------- --------------
Williamsburg 6,568 1991 (2)
- ----------------- ------------- ------------- --------------
$104,511
- ----------------- ------------- ------------- --------------
(1) Aggregate cost for federal income tax purposes is approximately $559,611,000
(2) The Company generally uses estimated lives ranging from 25 to 33 years for
buildings and 15 years for land improvements. Tenant finishing allowances are
depreciated over the initial lease term.
(3)Represents year acquired
F - 16
TANGER FACTORY OUTLET CENTERS, INC. and SUBSIDIARY
SCHEDULE III - (Continued)
REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Year Ended December 31, 1999
(In Thousands)
The changes in total real estate for the three years ended December 31, 1999 are
as follows:
1999 1998 1997
-------------- ---------------- ----------------
Balance, beginning of year $529,247 $ 454,708 $ 358,361
Acquisition of real estate 15,500 44,650 37,500
Improvements 31,343 31,599 59,519
Dispositions and other (9,874) (1,710) (672)
-------------- ---------------- ----------------
Balance, end of year $566,216 $ 529,247 $ 454,708
============== ================ ================
The changes in accumulated depreciation for the three years ended December 31,
1999 are as follows:
1999 1998 1997
-------------- ---------------- ----------------
Balance, beginning of year $84,685 $ 64,177 $ 46,907
Depreciation for the period 23,095 20,873 17,327
Dispositions and other (3,269) (365) (57)
-------------- ---------------- ----------------
Balance, end of year $104,511 $ 84,685 $ 64,177
============== ================ ================
F -17