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EX-99.1 - EXHIBIT 99.1 - TANGER FACTORY OUTLET CENTERS, INCskt8kex991june302017.htm
8-K - 8-K - TANGER FACTORY OUTLET CENTERS, INCa8kpressreleasejune302017.htm


Exhibit 99.2
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Tanger Factory Outlet Centers, Inc.
  
Supplemental Operating and Financial Data
June 30, 2017



Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017

tangeroutlet-small93015a01.jpg



Notice
  
  
For a more detailed discussion of the factors that affect our operating results, interested parties should review the Tanger Factory Outlet Centers, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
 
This Supplemental Portfolio and Financial Data is not an offer to sell or a solicitation to buy any securities of the Company. Any offers to sell or solicitations to buy any securities of the Company shall be made only by means of a prospectus.


2
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



Table of Contents
Section
 
 
 
Portfolio Data:
 
 
 
Geographic Diversification
Property Summary - Occupancy at End of Each Period Shown
Portfolio Occupancy at the End of Each Period
Average Tenant Sales Per Square Foot by Outlet Center Ranking
Major Tenants
Lease Expirations as of June 30, 2017
Leasing Activity
Development Summary
 
 
Financial Data:
 
 
 
Consolidated Balance Sheets
Consolidated Statements of Operations
Unconsolidated Joint Venture Information
Debt Outstanding Summary
Future Scheduled Principal Payments
Senior Unsecured Notes Financial Covenants
 
 
Non-GAAP Supplemental Measures:
 
 
 
Non-GAAP Definitions
FFO and FAD Analysis
Portfolio NOI and Same Center NOI
Pro Rata Balance Sheet Information
Pro Rata Statement of Operations Information
 
 
Investor Information


3
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



Geographic Diversification
As of June 30, 2017
Consolidated Properties
State
# of Centers
 
GLA
 
% of GLA
South Carolina
5

 
1,598,877

 
13
%
New York
2

 
1,478,780

 
12
%
Georgia
3

 
1,121,904

 
9
%
Pennsylvania
3

 
849,873

 
7
%
Michigan
2

 
671,539

 
5
%
Texas
2

 
649,616

 
5
%
Delaware
1

 
557,404

 
4
%
Alabama
1

 
556,677

 
4
%
North Carolina
3

 
505,080

 
4
%
New Jersey
1

 
489,706

 
4
%
Tennessee
1

 
448,355

 
4
%
Ohio
1

 
411,849

 
3
%
Arizona
1

 
407,673

 
3
%
Florida
1

 
349,402

 
3
%
Missouri
1

 
329,861

 
3
%
Louisiana
1

 
321,066

 
3
%
Mississippi
1

 
320,337

 
3
%
Utah
1

 
319,661

 
3
%
Connecticut
1

 
311,614

 
2
%
Iowa
1

 
276,331

 
2
%
New Hampshire
1

 
250,107

 
2
%
Maryland
1

 
198,800

 
2
%
Total
35

 
12,424,512

 
100
%
Unconsolidated Joint Venture Properties
 
# of Centers
 
GLA
 
Ownership %
Charlotte, NC
1

 
397,844

 
50.00
%
Ottawa, ON
1

 
355,747

 
50.00
%
Columbus, OH
1

 
355,220

 
50.00
%
Texas City, TX
1

 
352,705

 
50.00
%
National Harbor, MD
1

 
341,156

 
50.00
%
Cookstown, ON
1

 
307,779

 
50.00
%
Bromont, QC
1

 
161,307

 
50.00
%
Saint-Sauveur, QC
1

 
99,405

 
50.00
%
Total
8

 
2,371,163

 
 


4
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



Property Summary - Occupancy at End of Each Period Shown
Consolidated properties
Location
Total GLA
6/30/17
 
% Occupied
6/30/17
 
% Occupied
12/31/16
 
% Occupied
6/30/16
 
Deer Park, NY
749,074

 
94
%
 
97
%
 
96
%
 
Riverhead, NY
729,706

 
97
%
 
99
%
 
99
%
 
Rehoboth Beach, DE
557,404

 
99
%
 
99
%
 
100
%
 
Foley, AL
556,677

 
99
%
 
99
%
 
96
%
 
Atlantic City, NJ
489,706

 
87
%
 
90
%
 
92
%
 
San Marcos, TX
471,816

 
95
%
 
98
%
 
98
%
 
Sevierville, TN
448,355

 
100
%
 
100
%
 
99
%
 
Savannah, GA
429,089

 
97
%
 
99
%
 
N/A

 
Myrtle Beach Hwy 501, SC
425,334

 
93
%
 
98
%
 
97
%
 
Jeffersonville, OH
411,849

 
94
%
 
96
%
 
98
%
 
Glendale, AZ (Westgate)
407,673

 
96
%
 
100
%
 
97
%
 
Myrtle Beach Hwy 17, SC
403,192

 
93
%
 
98
%
 
100
%
 
Charleston, SC
382,117

 
95
%
 
97
%
 
98
%
 
Pittsburgh, PA
372,958

 
97
%
 
99
%
 
100
%
 
Commerce, GA
371,408

 
98
%
 
100
%
 
99
%
 
Grand Rapids, MI
357,080

 
94
%
 
97
%
 
94
%
 
Daytona Beach, FL
349,402

 
96
%
 
94
%
 
N/A

 
Branson, MO
329,861

 
100
%
 
100
%
 
100
%
 
Locust Grove, GA
321,407

 
98
%
 
100
%
 
100
%
 
Gonzales, LA
321,066

 
100
%
 
99
%
 
98
%
 
Southaven, MS
320,337

 
96
%
 
97
%
 
96
%
 
Park City, UT
319,661

 
98
%
 
100
%
 
97
%
 
Mebane, NC
318,910

 
99
%
 
100
%
 
97
%
 
Howell, MI
314,459

 
97
%
 
94
%
 
92
%
 
Mashantucket, CT (Foxwoods)
311,614

 
94
%
 
96
%
 
96
%
 
Williamsburg, IA
276,331

 
97
%
 
99
%
 
97
%
 
Tilton, NH
250,107

 
96
%
 
99
%
 
97
%
 
Hershey, PA
247,500

 
100
%
 
100
%
 
100
%
 
Lancaster, PA
229,415

 
97
%
 
98
%
 
97
%
 
Hilton Head II, SC
206,564

 
97
%
 
100
%
 
94
%
 
Ocean City, MD
198,800

 
82
%
 
80
%
 
81
%
 
Hilton Head I, SC
181,670

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

 
96
%
 
98
%
 
98
%
 
Blowing Rock, NC
104,009

 
98
%
 
98
%
 
99
%
 
Nags Head, NC
82,161

 
100
%
 
96
%
 
100
%
 
Westbrook, CT (1)
N/A

 
N/A

 
86
%
 
87
%
 
Total
12,424,512

 
96
%
(2) 
98
%
(3) 
97
%
(4) 
(1)
Sold Westbrook outlet center in May 2017.
(2)
Excludes the occupancy rate at our Daytona Beach outlet center which opened during the fourth quarter of 2016 and has not yet stabilized.
(3)
Excludes the occupancy rate of centers not stabilized (our Foxwoods, Southaven, and Daytona centers, which opened during the second quarter of 2015, fourth quarter of 2015, and fourth quarter of 2016, respectively).
(4)
Excludes the occupancy rate of centers not stabilized (Foxwoods, Grand Rapids and Southaven centers which opened during the second, third and fourth quarters of 2015, respectively).



5
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg




Unconsolidated joint venture properties
Location
Total GLA
6/30/17
 
% Occupied
6/30/17
 
% Occupied
12/31/16
 
% Occupied
6/30/16
 
Charlotte, NC
397,844

 
98
%
 
98
%
 
97
%
 
Ottawa, ON
355,747

 
90
%
 
99
%
 
95
%
 
Columbus, OH
355,220

 
93
%
 
98
%
 
95
%
 
Texas City, TX (Galveston/Houston)
352,705

 
99
%
 
99
%
 
99
%
 
National Harbor, MD
341,156

 
96
%
 
99
%
 
98
%
 
Cookstown, ON
307,779

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

 
69
%
 
69
%
 
72
%
 
Saint-Sauveur, QC
99,405

 
96
%
 
97
%
 
97
%
 
Savannah, GA (1)
N/A

 
N/A

 
N/A

 
99
%
 
Total
2,371,163

 
94
%
(2) 
96
%
(2) 
96
%
(2) 
(1)
The Company acquired our partners' interest in the Savannah outlet center in August 2016. The center is now reported above in the section labeled consolidated properties.
(2)
Excludes the occupancy rate at our Columbus outlet center which opened in June 2016 and has not yet stabilized.


6
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



Portfolio Occupancy at the End of Each Period (1) 
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(1) Excludes unconsolidated outlet centers. See table on page 4.




7
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



Average Tenant Sales Per Square Foot by Outlet Center Ranking As of June 30, 2017 (1) 
 Ranking (2)
12 Months
 SPSF
 Period End
 Occupancy
  Sq Ft
(thousands)
% of
 Square Feet
% of
Portfolio
NOI (3)
Consolidated Centers
 
 
 
 
Centers 1 - 5
$
520

97
%
2,803

23
%
31
%
Centers 6 - 10
$
429

97
%
1,692

14
%
16
%
Centers 11 - 15
$
390

99
%
1,215

10
%
9
%
Centers 16 - 20
$
354

94
%
2,011

17
%
17
%
Centers 21 - 25
$
320

97
%
1,932

16
%
14
%
Centers 26 - 30
$
285

94
%
1,452

12
%
8
%
Centers 31 - 34
$
263

96
%
970

8
%
5
%
 
 
 
 
 
 
 Ranking (2)
Cumulative 12 Months
 SPSF
 Cumulative Period End
 Occupancy
  Cumulative Sq Ft
(thousands)
Cumulative % of
 Square Feet
Cumulative % of
Portfolio
NOI (3)
Consolidated Centers
 
 
 
 
Centers 1 - 5
$
520

97
%
2,803

23
%
31
%
Centers 1 - 10
$
482

97
%
4,495

37
%
47
%
Centers 1 - 15
$
462

97
%
5,710

47
%
56
%
Centers 1 - 20
$
433

96
%
7,721

64
%
73
%
Centers 1 - 25
$
410

97
%
9,653

80
%
87
%
Centers 1 - 30
$
393

96
%
11,105

92
%
95
%
Centers 1 - 34
$
383

96
%
12,075

100
%
100
%
 
 
 
 
 
 
Unconsolidated centers (4)
$
438

97
%
1,092

n/a

n/a

 
 
(1)
Sales are based on reports for the trailing 12 months by retailers which have occupied outlet center stores for a minimum of 12 months. Sales per square foot are based on all stores less than 20,000 square feet in size. Centers are ranked by sales per square foot for the twelve months ended June 30, 2017. Excludes outlet centers in Columbus, Ohio (opened in the second quarter of 2016) and Daytona Beach, Florida (opened in the fourth quarter of 2016), which have been open for less than 12 full calendar months.
 
 
 
 
 
 
 
 
(2)
Outlet centers included in each ranking group above are as follows (in alphabetical order):
 
Centers 1 - 5:
Deer Park, NY
Mebane, NC
Rehoboth Beach, DE
Riverhead, NY
Sevierville, TN
 
 
Centers 6 - 10:
Branson, MO
Lancaster, PA
Locust Grove, GA
Myrtle Beach 17, SC
Westgate (Glendale), AZ
 
 
Centers 11 - 15:
Charleston, SC
Gonzales, LA
Hershey, PA
Hilton Head I, SC
Nags Head, NC
 
 
Centers 16 - 20:
Atlantic City, NJ
Grand Rapids, MI
Park City, UT
Pittsburgh, PA
San Marcos, TX
 
 
Centers 21 - 25:
Foley, AL
Foxwoods (Mashantucket), CT
Howell, MI
Savannah, GA
Southaven (Memphis), MS
 
 
Centers 26 - 30:
Commerce, GA
Hilton Head II, SC
Myrtle Beach 501, SC
Ocean City, MD
Tilton, NH
 
 
Centers 31 - 34
Blowing Rock, NC
Jeffersonville, OH
Terrell, TX
Williamsburg, IA

 
 
 
 
 
 
 
 
 
(3)
Based on the Company’s forecast of 2017 Portfolio NOI (see Non-GAAP Definitions). The Company’s forecast is based on management’s estimates as of June 30, 2017 and may be considered a forward-looking statement which is subject to risks and uncertainties. Actual results could differ materially from those projected due to various factors including, but not limited to, the risks associated with general economic and real estate conditions. For a more detailed discussion of the factors that affect operating results, interested parties should review the Tanger Factory Outlet Centers, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
 
 
(4)
Includes domestic outlet centers open 12 full calendar months (in alphabetical order):
 
Unconsolidated:
Charlotte, NC
National Harbor, MD
Texas City (Houston), TX
 
 
 

8
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



Major Tenants (1) 
Ten Largest Tenants as of June 30, 2017  
Tenant
# of
Stores
 
GLA
 
% of
Total GLA
The Gap, Inc.
91

 
956,402

 
7.7
%
Ascena Retail Group, Inc.
144

 
862,125

 
7.0
%
Nike, Inc.
43

 
452,537

 
3.7
%
PVH Corp.
65

 
399,608

 
3.2
%
Ralph Lauren Corporation
38

 
365,246

 
2.9
%
V. F. Corporation
42

 
353,162

 
2.8
%
H&M Group
14

 
290,876

 
2.3
%
G-III Apparel Group, Ltd.
60

 
281,610

 
2.3
%
Carter's, Inc.
60

 
260,506

 
2.1
%
Under Armour, Inc.
32

 
245,396

 
2.0
%
Total of All Listed Above
589

 
4,467,468

 
36.0
%
(1)
Excludes unconsolidated outlet centers. See table on page 4.


9
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



Lease Expirations as of June 30, 2017

Percentage of Total Gross Leasable Area (1) 
skt8kex99_chart-27808.jpg

Percentage of Total Annualized Base Rent (1) 
skt8kex99_chart-29848.jpg

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


10
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



Leasing Activity (1)  
 
3/31/2017
 
06/30/17
 
09/30/17
 
12/31/17
 
Year to
Date
(2)
 
Prior
Year to
Date(3)
Re-tenanted Space:
 
 
 

 
 
 
 
 
 

 
 

Number of leases
37

 
17

 

 

 
54

 
98

Gross leasable area
135,441

 
50,909

 

 

 
186,350

 
302,156

New initial base rent per square foot
$
29.78

 
$
34.21

 

 

 
$
30.99

 
$
28.98

Prior expiring base rent per square foot
$
27.56

 
$
33.91

 

 

 
$
29.29

 
$
25.92

Percent increase (decrease) (4)
8.1
%
 
0.9
%
 

 

 
5.8
%
 
11.8
%
 
 
 
 
 
 
 
 
 
 
 


New straight line base rent per square foot
$
32.71

 
$
37.19

 

 

 
$
33.93

 
$
31.97

Prior straight line base rent per square foot
$
26.96

 
$
33.23

 

 

 
$
28.67

 
$
25.00

Percent increase (decrease) (4)
21.3
%
 
11.9
%
 

 

 
18.4
%
 
27.9
%
 
 
 
 
 
 
 
 
 
 
 


Renewed Space:
 
 
 
 
 
 
 
 
 
 


Number of leases
155

 
56

 

 

 
211

 
200

Gross leasable area
698,896

 
301,852

 

 

 
1,000,748

 
934,036

New initial base rent per square foot
$
25.80

 
$
20.25

 

 

 
$
24.13

 
$
24.72

Prior expiring base rent per square foot
$
24.56

 
$
20.15

 

 

 
$
23.23

 
$
22.91

Percent increase
5.0
%
 
0.5
%
 

 

 
3.8
%
 
7.9
%
 
 
 
 
 
 
 
 
 
 
 


New straight line base rent per square foot
$
26.96

 
$
20.66

 

 

 
$
25.06

 
$
25.96

Prior straight line base rent per square foot
$
24.00

 
$
19.88

 

 

 
$
22.76

 
$
22.12

Percent increase
12.3
%
 
3.9
%
 

 

 
10.1
%
 
17.4
%
 
 
 
 
 
 
 
 
 
 
 


Total Re-tenanted and Renewed Space:
 
 
 
 
 
 
 
 
 
 


Number of leases
192

 
73

 

 

 
265

 
298

Gross leasable area
834,337

 
352,761

 

 

 
1,187,098

 
1,236,192

New initial base rent per square foot
$
26.45

 
$
22.26

 

 

 
$
25.20

 
$
25.76

Prior expiring base rent per square foot
$
25.05

 
$
22.13

 

 

 
$
24.18

 
$
23.65

Percent increase (4)
5.6
%
 
0.6
%
 

 

 
4.2
%
 
8.9
%
 
 
 
 
 
 
 
 
 
 
 


New straight line base rent per square foot
$
27.89

 
$
23.04

 

 

 
$
26.45

 
$
27.43

Prior straight line base rent per square foot
$
24.48

 
$
21.80

 

 

 
$
23.68

 
$
22.82

Percent increase (4)
13.9
%
 
5.7
%
 

 

 
11.7
%
 
20.2
%
(1)
Excludes unconsolidated outlet centers. See table on page 4.
(2)
All 2017 information excludes the outlet center in Westbrook, CT, which was sold in May 2017.
(3)
All 2016 information excludes the outlet center in Fort Myers, FL, which was sold in January 2016 and includes the Westgate and Savannah outlet centers as the Company acquired its partners' interests in the centers in June and August 2016, respectively.
(4)
Rent spreads including 8 leases (149,588 square feet) with an average suite size of approximately 18,700 square feet related to re-merchandising projects:
 
3/31/2017
06/30/17
09/30/17
12/31/17
Year to Date(2)
Re-tenanted Space:
 
 

 
 
 

Cash basis
(7.6
)%
(2.5
)%
 
 
(6.3
)%
Straight-line basis
0.2
 %
7.1
 %
 
 
2.0
 %
 
 
 
 
 
 
Total Re-tenanted and Renewed Space:
 
 
 

Cash basis
1.7
 %
(0.3
)%
 
 
1.2
 %
Straight-line basis
9.1
 %
4.8
 %
 
 
7.9
 %

11
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



External Growth Pipeline Summary as of June 30, 2017

Project/Market
Projected
Opening Date
Approx Size in
Sq Ft (000s)
Est
Total Net Cost
(millions)
Cost to Date
(millions)
Tanger Ownership Percentage
Est Total Construction Loan (millions)
Amount Drawn
(millions)
Est Future Tanger Capital Requirement (millions)
Projected Stabilized Yield (1)
 
 
 
 
 
 
 
 
 
 
 
Under Construction
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New Developments:
 
 
 
 
 
 
 
 
 
Fort Worth, TX
10/27/2017
352

$
90.2

$
33.1

100%
$

$

$
57.1

9.5% - 10.5%
Total New Developments
 
352

$
90.2

$
33.1

 
$

$

$
57.1

10.0%
 
 
 
 
 
 
 
 
 
 
Expansions:
 
 
 
 
 
 
 
 
 
Lancaster, PA
09/01/17
123

$
47.7

$
19.5

100%
$

$

$
28.2

7.5% - 8.5%
Total Expansions
 
123

$
47.7

$
19.5

 
$

$

$
28.2

8.0%
Total Under Construction
 
475

$
137.9

$
52.6

 
$

$

$
85.3

9.3%
(1)
Weighted average projected stabilized yield for projects under construction is calculated using the midpoint of the projected stabilized yield disclosed for each project
The Company's estimates, projections and judgments with respect to projected opening date, approximate size, estimated total net cost, Tanger ownership percentage, estimated total construction loan, estimated future Tanger capital requirement and projected stabilized yield for new development and expansion projects are subject to adjustment prior to and during the development process. Estimated total net cost shown net of outparcel sales and public financing, if applicable. There are risks inherent to real estate development, some of which are not under the direct control of the Company. Please refer to the Company's filings with the Securities and Exchange Commission on Form10-K and Form 10-Q for a discussion of these risks.


12
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg


Consolidated Balance Sheets (dollars in thousands)
 
June 30,
 
December 31,
 
2017
 
2016
Assets
 
 
 
   Rental property:
 
 
 
   Land
$
262,166

 
$
272,153

   Buildings, improvements and fixtures
2,651,419

 
2,647,477

   Construction in progress
94,490

 
46,277

 
3,008,075

 
2,965,907

   Accumulated depreciation
(849,652
)
 
(814,583
)
      Total rental property, net
2,158,423

 
2,151,324

   Cash and cash equivalents
8,362

 
12,222

   Investments in unconsolidated joint ventures
131,172

 
128,104

   Deferred lease costs and other intangibles, net
139,675

 
151,579

   Prepaids and other assets
91,861

 
82,985

         Total assets
$
2,529,493

 
$
2,526,214

 
 
 
 
Liabilities and Equity
 
 
 
Liabilities
 
 
 
   Debt:
 
 
 
Senior, unsecured notes, net
$
1,136,296

 
$
1,135,309

Unsecured term loan, net
322,793

 
322,410

Mortgages payable, net
171,215

 
172,145

Unsecured lines of credit, net
98,698

 
58,002

Total debt
1,729,002

 
1,687,866

Accounts payable and accrued expenses
71,383

 
78,143

Other liabilities
67,979

 
54,764

         Total liabilities
1,868,364

 
1,820,773

Commitments and contingencies
 
 
 
Equity
 
 
 
Tanger Factory Outlet Centers, Inc.:
 
 
 
Common shares, $.01 par value, 300,000,000 shares authorized, 94,958,136 and 96,095,891 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively
950

 
961

   Paid in capital
787,255

 
820,251

   Accumulated distributions in excess of net income
(136,225
)
 
(122,701
)
   Accumulated other comprehensive loss
(24,247
)
 
(28,295
)
         Equity attributable to Tanger Factory Outlet Centers, Inc.
627,733

 
670,216

Equity attributable to noncontrolling interests:
 
 
 
Noncontrolling interests in Operating Partnership
33,237

 
35,066

Noncontrolling interests in other consolidated partnerships
159

 
159

         Total equity
661,129

 
705,441

            Total liabilities and equity
$
2,529,493

 
$
2,526,214




13
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



Consolidated Statements of Operations (in thousands, except per share data)
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2017
 
2016
 
2017
 
2016
Revenues:
 
 
 
 
 
 
 
Base rentals
$
80,788

 
$
75,003

 
$
161,118

 
$
147,626

Percentage rentals
1,805

 
2,326

 
3,660

 
4,476

Expense reimbursements
34,023

 
30,754

 
70,621

 
63,996

Management, leasing and other services
609

 
1,332

 
1,188

 
2,453

Other income
2,389

 
1,918

 
4,395

 
3,587

Total revenues
119,614

 
111,333

 
240,982

 
222,138

Expenses:
 
 
 
 
 
 
 
Property operating
37,116

 
35,012

 
77,503

 
72,886

General and administrative
11,500

 
11,675

 
22,912

 
23,240

Abandoned pre-development costs

 

 
627

 

Depreciation and amortization
32,905

 
26,306

 
64,199

 
52,873

Total expenses
81,521

 
72,993

 
165,241

 
148,999

Operating income
38,093

 
38,340

 
75,741

 
73,139

Other income (expense):
 
 
 
 
 
 
 
Interest expense
(16,520
)
 
(13,800
)
 
(33,007
)
 
(28,684
)
Gain on sale of assets and interests in unconsolidated entities
6,943

 

 
6,943

 
4,887

Gain on previously held interest in acquired joint ventures

 
49,258

 

 
49,258

Other non-operating income (expense)
57

 
38

 
92

 
354

Income before equity in earnings of unconsolidated joint ventures
28,573

 
73,836

 
49,769

 
98,954

Equity in earnings of unconsolidated joint ventures
2,374

 
3,466

 
4,692

 
6,965

Net income
30,947

 
77,302

 
54,461

 
105,919

Noncontrolling interests in Operating Partnership
(1,557
)
 
(3,897
)
 
(2,735
)
 
(5,341
)
Noncontrolling interests in other consolidated partnerships

 
12

 

 
(11
)
Net income attributable to Tanger Factory Outlet Centers, Inc.
29,390

 
73,417

 
51,726

 
100,567

Allocation of earnings to participating securities
(306
)
 
(725
)
 
(601
)
 
(1,019
)
Net income available to common shareholders of
Tanger Factory Outlet Centers, Inc.
$
29,084

 
$
72,692

 
$
51,125

 
$
99,548

 
 
 
 
 
 
 
 
Basic earnings per common share:
 
 
 
 
 
 
 
Net income
$
0.31

 
$
0.76

 
$
0.54

 
$
1.05

 
 
 
 
 
 
 
 
Diluted earnings per common share:
 
 
 
 
 
 
 
Net income
$
0.31

 
$
0.76

 
$
0.54

 
$
1.04



14
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



Unconsolidated Joint Venture Information  

The following table details certain information as of June 30, 2017, except for Net Operating Income ("NOI") which is for the six months ended June 30, 2017, about various unconsolidated real estate joint ventures in which we have an ownership interest (dollars in millions):
Joint Venture
 
Center Location
 
Tanger's Ownership %
 
Square Feet
 
Tanger's Share of Total Assets
 
Tanger's Share of NOI
 
Tanger's Share of Net Debt (1)
Charlotte
 
Charlotte, NC
 
50.0
%
 
397,844

 
$
42.2

 
$
3.5

 
$
44.9

Columbus
 
Columbus, OH
 
50.0
%
 
355,220

 
50.6

 
2.7

 
42.2

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

 
27.8

 
2.3

 
32.5

National Harbor
 
National Harbor, MD
 
50.0
%
 
341,156

 
47.0

 
2.5

 
43.1

RioCan Canada (2)
 
Various
 
50.0
%
 
924,238

 
127.3

 
3.4

 
5.5

Total
 
 
 
 
 
2,371,163

 
$
294.9

 
$
14.4

 
$
168.2

(1)
Net of debt origination costs and premiums.
(2)
Includes a 161,307 square foot center in Bromont, Quebec; a 307,779 square foot center in Cookstown, Ontario; a 355,747 square foot center in Ottawa, Ontario; and a 99,405 square foot center in Saint-Sauveur, Quebec.


15
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



Debt Outstanding Summary
As of June 30, 2017
(dollars in thousands)
 
Total Debt Outstanding
 
Our Share of Debt
 
Stated
Interest Rate
 
End of Period Effective Interest Rate(1) 
 
Maturity
Date (2)
 
Weighted Average Years to Maturity (2)
Consolidated Debt:
 
 
 
 
 
 
 
 
 
 
 
Unsecured debt:
 

 
 
 
 
 
 
 
 
 
 
Unsecured lines of credit(3)
$
101,155

 
$
101,155

 
LIBOR + 0.90%

 
2.12
%
 
10/29/2020
 
3.3

2020 Senior unsecured notes(4)
300,000

 
300,000

 
6.125%

 
6.22
%
 
6/1/2020
 
2.9

2023 Senior unsecured notes
250,000

 
250,000

 
3.875%

 
4.08
%
 
12/1/2023
 
6.4

2024 Senior unsecured notes
250,000

 
250,000

 
3.75
%
 
3.82
%
 
12/1/2024
 
7.4

2026 Senior unsecured notes
350,000

 
350,000

 
3.125
%
 
3.19
%
 
9/1/2026
 
9.2

Unsecured term loan
325,000

 
325,000

 
LIBOR + 0.95%

 
2.11
%
 
4/13/2021
 
3.8

Net debt discounts and debt origination costs
(18,368
)
 
(18,368
)
 
 

 
 
 
 
 
 
Total net unsecured debt
1,557,787

 
1,557,787

 
 

 
3.77
%
 
 
 
5.8

Secured mortgage debt:
 
 
 
 
 
 
 
 
 
 
 
Atlantic City, NJ
38,988

 
38,988

 
5.14% - 7.65%

 
5.05
%
 
11/15/2021 - 12/8/2026
 
7.3

Foxwoods, CT
70,250

 
70,250

 
LIBOR + 1.55%

 
2.77
%
 
12/5/2019
 
2.4

Southaven, MS
59,731

 
59,731

 
LIBOR + 1.75%

 
2.97
%
 
4/29/2020
 
2.8

Debt premium and debt origination costs
2,246

 
2,246

 
 
 
 
 
 
 
 
Total net secured mortgage debt
171,215

 
171,215

 
 
 
3.37
%
 
 
 
3.7

Total consolidated debt
1,729,002

 
1,729,002

 
 
 
3.73
%
 
 
 
5.6

Unconsolidated JV debt:
 

 
 
 
 

 
 
 
 
 
 
Charlotte 
90,000

 
45,000

 
LIBOR + 1.45%

 
2.67
%
 
11/24/2019
 
2.4

Columbus
85,000

 
42,500

 
LIBOR + 1.65%

 
2.87
%
 
11/28/2021
 
4.4

Galveston/Houston(5)
65,000

 
32,500

 
LIBOR + 1.50%

 
2.72
%
 
7/1/2018
 
1.0

National Harbor
87,000

 
43,500

 
LIBOR + 1.65%

 
2.87
%
 
11/13/2019
 
2.4

RioCan Canada
10,659

 
5,330

 
5.75
%
 
4.18
%
 
5/10/2020
 
2.9

Debt premium and debt origination costs
(1,272
)
 
(637
)
 
 
 
 
 
 
 
 
Total unconsolidated JV net debt
336,387

 
168,193

 
 

 
2.83
%
 
 
 
2.6

Total
$
2,065,389

 
$
1,897,195

 
 
 
3.65
%
 
 
 
5.3

(1)
The effective interest rate includes the impact of discounts and premiums and interest rate swap agreements, as applicable, See page 17 for additional details.
(2)
Includes applicable extensions available at our option.
(3)
The Company has an unsecured, syndicated credit line with a borrowing capacity totaling $500.0 million and a separate cash management line of credit with a borrowing capacity of $20.0 million with one of the participants in the syndication. A 15 basis point facility fee is due annually on the entire committed amount of each facility. The syndicated credit line may be increased to $1.0 billion through an accordion feature in certain circumstances.
(4)
In July 2017, the Company completed a public offering to sell $300.0 million of 3.875% senior notes due 2027 in an underwritten public offering. The notes priced at 99.579% of the principal amount to yield 3.926% to maturity. The outstanding notes pay interest semi-annually at a rate of 3.875% per annum and mature on July 15, 2027. The estimated net proceeds from the offering, after deducting the underwriting discount and offering expenses, were approximately $295.9 million. The Company intends to use the net proceeds from the sale of the notes, together with borrowings under its unsecured lines of credit, to redeem all of its 6.125% senior notes due 2020, approximately $300.0 million in aggregate principal amount outstanding. The senior notes due 2020 are currently redeemable at par plus a “make-whole” premium of approximately $34.1 million. The redemption of the senior notes due 2020 is expected to occur on August 2, 2017.



16
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



(5)
In July, the joint venture amended and restated the initial construction loan to increase the amount available to borrow from $70.0 million to $80.0 million and extended the maturity date until July 2020 with two one-year options. The amended and restated loan also changed the interest rate from LIBOR + 1.50% to an interest rate of LIBOR + 1.65%. At the closing of the amendment, the joint venture distributed approximately $14.5 million equally between the partners.


17
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



Summary of Our Share of Fixed and Variable Rate Debt
As of June 30, 2017
(dollars in thousands)
 
Total Debt %
 
Our Share of Debt
 
End of Period Effective Interest Rate
 
Average Years to Maturity (1)
 
 

 
 
 
 
 
 
Consolidated:
 
 
 
 
 
 
 
Fixed (2)
87
%
 
$
1,500,693

 
3.86
%
 
6.0
Variable
13
%
 
228,309

 
2.88
%
 
2.9
 
100
%
 
1,729,002

 
3.73
%
 
5.6
Unconsolidated Joint ventures:
 
 


 
 
 
 
Fixed
3
%
 
$
5,542

 
4.18
%
 
2.9
Variable
97
%
 
162,651

 
2.79
%
 
2.6
 
100
%
 
168,193

 
2.83
%
 
2.6
Total:
 
 
 
 
 
 
 
Fixed
79
%
 
1,506,235

 
3.86
%
 
6.0
Variable
21
%
 
390,960

 
2.84
%
 
2.8
Total share of debt

100
%
 
$
1,897,195

 
3.65
%
 
5.3
(1)
Includes applicable extensions available at our option.
(2)
The effective interest rate includes interest rate swap agreements that fix the base LIBOR rate at an average of 1.16% on notional amounts aggregating $325.0 million as follows:
(a)
Interest rate swaps entered into in October 2013 to hedge our variable interest rate exposure on notional amounts aggregating $150.0 million. These interest rate swap agreements fix the base LIBOR rate at an average of 1.30% through August 14, 2018, and
(b)
Interest rate swaps entered into in April 2016 to hedge our variable interest rate exposure on notional amounts aggregating $175.0 million. These interest rate swap agreements fix the base LIBOR rate at an average of 1.03% through January 1, 2021.




18
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



Future Scheduled Principal Payments (dollars in thousands)
As of June 30, 2017
Year
Tanger
Consolidated
Payments (1)
 
Tanger's Share
of Unconsolidated
JV Payments (1)
 
Total
Scheduled
Payments (1)
2017
$
1,525

 
$
140

 
$
1,665

2018
3,183

 
32,794

 
35,977

2019
133,350

 
88,811

 
222,161

2020(2)
404,721

 
4,585

 
409,306

2021
330,793

 
42,500

 
373,293

2022
4,436

 

 
4,436

2023
254,768

 

 
254,768

2024
255,140

 

 
255,140

2025
1,501

 

 
1,501

2026
355,707

 

 
355,707

 
$
1,745,124

 
$
168,830

 
$
1,913,954

Net debt discounts and debt origination costs
(16,122
)
 
(637
)
 
(16,759
)
 
$
1,729,002

 
$
168,193

 
$
1,897,195

(1)
Includes applicable extensions available at our option.
(2)
Includes principal balance of $101.2 million outstanding under the Company's unsecured lines of credit.
Senior Unsecured Notes Financial Covenants (1) 
As of June 30, 2017
 
Required
 
Actual
 
Compliance
Total Consolidated Debt to Adjusted Total Assets
<60%
 
51
%
 
Yes
Total Secured Debt to Adjusted Total Assets
<40%
 
5
%
 
Yes
Total Unencumbered Assets to Unsecured Debt
>150%
 
186
%
 
Yes
Consolidated Income Available for Debt Service to Annual Debt Service Charge
>1.5
 
4.93

 
Yes
(1)
For a complete listing of all debt covenants related to the Company's Senior Unsecured Notes, as well as definitions of the above terms, please refer to the Company's filings with the Securities and Exchange Commission.


19
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



NON-GAAP SUPPLEMENTAL MEASURES

Funds From Operations

Funds From Operations ("FFO") is a widely used measure of the operating performance for real estate companies that supplements net income (loss) determined in accordance with GAAP. We determine FFO based on the definition set forth by the National Association of Real Estate Investment Trusts ("NAREIT"), of which we are a member. FFO represents net income (loss) (computed in accordance with GAAP) before extraordinary items and gains (losses) on sale or disposal of depreciable operating properties, plus depreciation and amortization of real estate assets, impairment losses on depreciable real estate of consolidated real estate and after adjustments for unconsolidated partnerships and joint ventures, including depreciation and amortization, and impairment losses on investments in unconsolidated joint ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated joint ventures.

FFO is intended to exclude historical cost depreciation of real estate as required by GAAP which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization of real estate assets, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income.

We present FFO because we consider it an important supplemental measure of our operating performance. In addition, a portion of cash bonus compensation to certain members of management is based on our FFO or Adjusted Funds From Operations ("AFFO"), which is described in the section below. We believe it is useful for investors to have enhanced transparency into how we evaluate our performance and that of our management. In addition, FFO is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is also widely used by us and others in our industry to evaluate and price potential acquisition candidates. NAREIT has encouraged its member companies to report their FFO as a supplemental, industry-wide standard measure of REIT operating performance.

FFO has significant limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

FFO does not reflect changes in, or cash requirements for, our working capital needs;

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and FFO does not reflect any cash requirements for such replacements;

FFO, which includes discontinued operations, may not be indicative of our ongoing operations; and

Other companies in our industry may calculate FFO differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, FFO should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or our dividend paying capacity. We compensate for these limitations by relying primarily on our GAAP results and using FFO only as a supplemental measure.

Adjusted Funds From Operations

We present AFFO as a supplemental measure of our performance. We define AFFO as FFO further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance. These further adjustments are itemized in the table below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating AFFO you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of AFFO should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

We present AFFO because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we believe it is useful for investors to have enhanced transparency into how we evaluate management’s performance and the effectiveness of our business strategies. We use AFFO when certain material, unplanned transactions occur as a factor in evaluating management's performance and to evaluate the effectiveness of our business strategies, and may use AFFO when determining incentive compensation.


20
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



AFFO has limitations as an analytical tool. Some of these limitations are:

AFFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

AFFO does not reflect changes in, or cash requirements for, our working capital needs;

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and AFFO does not reflect any cash requirements for such replacements;

AFFO does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and

Other companies in our industry may calculate AFFO differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, AFFO should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using AFFO only as a supplemental measure.

Funds Available for Distribution

Funds Available for Distribution ("FAD") is a non-GAAP financial measure that we define as FFO, excluding corporate depreciation, amortization of finance costs, amortization of net debt discount (premium), amortization of share-based compensation, straight line rent amounts, market rent amounts, less 2nd generation tenant allowances, capital improvement expenditures, and our share of the items listed above for our unconsolidated joint ventures. Investors, analysts and the Company utilize FAD as an indicator of common dividend potential. The FAD payout ratio, which represents regular distributions to common shareholders and unit holders of the Operating Partnership expressed as a percentage of FAD, facilitates the comparison of dividend coverage between REITs.

We believe that net income (loss) is the most directly comparable GAAP financial measure to FAD. FAD does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of liquidity or our ability to make distributions. Other companies in our industry may calculate FAD differently than we do, limiting its usefulness as a comparative measure.

Portfolio Net Operating Income and Same Center Net Operating Income

We present portfolio net operating income ("Portfolio NOI") and same center net operating income ("Same Center NOI") as supplemental measures of our operating performance. Portfolio NOI represents our property level net operating income which is defined as total operating revenues less property operating expenses and excludes termination fees and non-cash adjustments including straight-line rent, net above and below market rent amortization and gains or losses on the sale of outparcels recognized during the periods presented. We define Same Center NOI as Portfolio NOI for the properties that were operational for the entire portion of both comparable reporting periods and which were not acquired, or subject to a material expansion or non-recurring event, such as a natural disaster, during the comparable reporting periods.

We believe Portfolio NOI and Same Center NOI are non-GAAP metrics used by industry analysts, investors and management to measure the operating performance of our properties because they provide performance measures directly related to the revenues and expenses involved in owning and operating real estate assets and provide a perspective not immediately apparent from net income, FFO or AFFO. Because Same Center NOI excludes properties developed, redeveloped, acquired and sold; as well as non-cash adjustments, gains or losses on the sale of outparcels and termination rents; it highlights operating trends such as occupancy levels, rental rates and operating costs on properties that were operational for both comparable periods. Other REITs may use different methodologies for calculating Portfolio NOI and Same Center NOI, and accordingly, our Portfolio NOI and Same Center NOI may not be comparable to other REITs.

Portfolio NOI and Same Center NOI should not be considered alternatives to net income (loss) or as an indicator of our financial performance since they do not reflect the entire operations of our portfolio, nor do they reflect the impact of general and administrative expenses, acquisition-related expenses, interest expense, depreciation and amortization costs, other non-property income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact our results from operations. Because of these limitations, Portfolio NOI and Same Center NOI should not be viewed in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Portfolio NOI and Same Center NOI only as supplemental measures.


21
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



Non-GAAP Pro Rata Balance Sheet and Income Statement Information

The pro rata balance sheet and pro rata income statement information is not, and is not intended to be, a presentation in accordance with GAAP. The pro rata balance sheet and pro rata income statement information reflect our proportionate economic ownership of each asset in our portfolio that we do not wholly own. These assets may be found in the table found earlier in this report entitled, “Unconsolidated Joint Venture Information.” The amounts in the column labeled “Pro Rata Portion Unconsolidated Joint Ventures” were derived on a property-by-property basis by applying to each financial statement line item the ownership percentage interest used to arrive at our share of net income or loss during the period when applying the equity method of accounting. A similar calculation was performed for the amounts in the column labeled “Pro Rata Portion Noncontrolling interests.”

We do not control the unconsolidated joint ventures and the presentations of the assets and liabilities and revenues and expenses do not represent our legal claim to such items. The operating agreements of the unconsolidated joint ventures generally provide that partners may receive cash distributions (1) quarterly, to the extent there is available cash from operations, (2) upon a capital event, such as a refinancing or sale or (3) upon liquidation of the venture. The amount of cash each partner receives is based upon specific provisions of each operating agreement and vary depending on factors including the amount of capital contributed by each partner and whether any contributions are entitled to priority distributions. Upon liquidation of the joint venture and after all liabilities, priority distributions and initial equity contributions have been repaid, the partners generally would be entitled to any residual cash remaining based on the legal ownership percentage shown in the table found earlier in this report entitled “Unconsolidated Joint Venture Information”.

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

The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and
Other companies in our industry may calculate their pro rata interest differently than we do, limiting the usefulness as a comparative measure.

Because of these limitations, the pro rata balance sheet and income statement information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP results and using the pro rata balance sheet and income statement information only supplementally.



22
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



Reconciliation of Net Income to FFO and AFFO (dollars and shares in thousands)

 
 
Three months ended
 
Six months ended
 
 
June 30,
 
June 30,
 
 
2017
 
2016
 
2017
 
2016
Net income
 
$
30,947

 
$
77,302

 
$
54,461

 
$
105,919

Adjusted for:
 
 
 
 
 
 
 
 
Depreciation and amortization of real estate assets - consolidated
 
32,383

 
25,937

 
63,238

 
52,142

Depreciation and amortization of real estate assets - unconsolidated joint ventures
 
3,550

 
5,808

 
7,388

 
11,147

Gain on sale of assets and interests in unconsolidated entities
 
(6,943
)
 

 
(6,943
)
 
(4,887
)
Gain on previously held interest in acquired joint ventures
 

 
(49,258
)
 

 
(49,258
)
FFO
 
59,937

 
59,789

 
118,144

 
115,063

FFO attributable to noncontrolling interests in other consolidated partnerships
 

 
(12
)
 

 
(59
)
Allocation of earnings to participating securities
 
(528
)
 
(564
)
 
(1,040
)
 
(1,133
)
FFO available to common shareholders  (1)
 
$
59,409

 
$
59,213

 
$
117,104

 
$
113,871

As further adjusted for:
 
 
 
 
 
 
 
 
Director compensation upon termination of service  (2)
 

 

 

 
293

Abandoned pre-development costs
 

 

 
627

 

Demolition costs
 

 
182

 

 
182

Write-off of debt discount due to repayment of debt prior to maturity  (3)
 

 

 

 
882

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

 
(1
)
 
(5
)
 
(13
)
AFFO available to common shareholders (1)
 
$
59,409

 
$
59,394

 
$
117,726

 
$
115,215

FFO available to common shareholders per share - diluted (1)
 
$
0.59

 
$
0.59

 
$
1.17

 
$
1.14

AFFO available to common shareholders per share - diluted (1)
 
$
0.59

 
$
0.59

 
$
1.17

 
$
1.15

 
 
 
 
 
 
 
 
 
Weighted Average Shares:
 
 
 
 
 
 
 
 
Basic weighted average common shares
 
95,025

 
95,124

 
95,217

 
95,034

Effect of notional units
 

 
183

 

 
167

Effect of outstanding options and restricted common shares
 
5

 
68

 
35

 
64

Diluted weighted average common shares (for earnings per share computations)
 
95,030

 
95,375

 
95,252

 
95,265

Exchangeable operating partnership units
 
5,028

 
5,053

 
5,028

 
5,053

Diluted weighted average common shares (for FFO and AFFO per share computations) (1)
 
100,058

 
100,428

 
100,280

 
100,318

(1)
Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's REIT status.
(2)
For the six months ended June 30, 2016, represents the accelerated vesting of restricted shares due to the death of a director in February 2016.
(3)
Due to the January 28, 2016 early repayment of the $150 million mortgage secured by the Deer Park, New York property, which was scheduled to mature August 30, 2018.



23
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



Reconciliation of FFO to FAD (dollars and shares in thousands)
 
 
Three months ended
 
Six months ended
 
 
June 30,
 
June 30,
 
 
2017
 
2016
 
2017
 
2016
FFO available to common shareholders
 
$
59,409

 
$
59,213

 
$
117,104

 
$
113,871

Adjusted for:
 
 
 
 
 
 
 
 
Corporate depreciation excluded above
 
522

 
369

 
961

 
731

Amortization of finance costs
 
871

 
761

 
1,749

 
1,505

Amortization of net debt discount (premium)
 
120

 
117

 
245

 
1,076

Amortization of share-based compensation
 
3,504

 
3,654

 
6,796

 
7,655

Straight line rent adjustment
 
(1,588
)
 
(1,713
)
 
(3,293
)
 
(3,320
)
Market rent adjustment
 
969

 
641

 
1,691

 
1,304

2nd generation tenant allowances
 
(5,836
)
 
(2,804
)
 
(9,215
)
 
(4,475
)
Capital improvements
 
(15,430
)
 
(8,391
)
 
(21,340
)
 
(11,434
)
Adjustments from unconsolidated joint ventures
 
(619
)
 
(504
)
 
(1,143
)
 
(888
)
FAD available to common shareholders (1)
 
$
41,922

 
$
51,343

 
$
93,555

 
$
106,025

Dividends per share
 
$
0.343

 
$
0.325

 
$
0.668

 
$
0.610

FFO payout ratio
 
58
%
 
55
%
 
57
%
 
54
%
FAD payout ratio
 
82
%
 
64
%
 
72
%
 
58
%
Diluted weighted average common shares
 
100,058

 
100,428

 
100,280

 
100,318

(1)
Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's REIT status.




24
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg




Reconciliation of Net Income to Portfolio NOI and Same Center NOI for the consolidated portfolio (in thousands)
 
 
Three months ended
 
Six months Ended
 
 
June 30,
 
June 30,
 
 
2017
 
2016
 
2017
 
2016
Net income
 
$
30,947

 
$
77,302

 
$
54,461

 
$
105,919

Adjusted to exclude:
 
 
 
 
 
 
 
 
Equity in earnings of unconsolidated joint ventures
 
(2,374
)
 
(3,466
)
 
(4,692
)
 
(6,965
)
Interest expense
 
16,520

 
13,800

 
33,007

 
28,684

Gain on sale of assets and interests in unconsolidated entities
 
(6,943
)
 

 
(6,943
)
 
(4,887
)
Gain on previously held interest in acquired joint venture
 

 
(49,258
)
 

 
(49,258
)
Other non-operating (income) expense
 
(57
)
 
(38
)
 
(92
)
 
(354
)
Depreciation and amortization
 
32,905

 
26,306

 
64,199

 
52,873

Other non-property (income) expenses
 
308

 
(290
)
 
621

 
(388
)
Abandoned pre-development costs
 

 

 
627

 

Demolition Costs
 

 
182

 

 
182

Corporate general and administrative expenses
 
11,202

 
11,448

 
22,479

 
22,913

Non-cash adjustments (1)
 
(596
)
 
(1,050
)
 
(1,561
)
 
(1,972
)
Termination rents
 
(1,450
)
 
(1,487
)
 
(2,633
)
 
(2,042
)
Portfolio NOI
 
80,462

 
73,449

 
159,473

 
144,705

Non-same center NOI (2)
 
(9,585
)
 
(3,054
)
 
(19,830
)
 
(6,194
)
Same Center NOI
 
$
70,877

 
$
70,395

 
$
139,643

 
$
138,511

(1)
Non-cash items include straight-line rent, above and below market rent amortization and gains or losses on outparcel sales.
(2)
Excluded from Same Center NOI:
Outlet centers opened:
 
Outlet centers sold:
 
Outlet centers acquired:
 
Outlet center expansions:
Daytona Beach
November 2016
 
Fort Myers
January 2016
 
Glendale (Westgate)
June 2016
 
Lancaster (under construction)
 
 
 
Westbrook
May 2017
 
Savannah
August 2016
 
 



25
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



Non-GAAP Pro Rata Balance Sheet Information as of June 30, 2017 (in thousands)
 
Non-GAAP Pro Rata Information
 
Pro Rata Portion Noncontrolling Interests
 
Pro Rata Portion Unconsolidated Joint Ventures (1)
Assets
 
 
 
Rental property:
 
 
 
Land
$

 
$
45,370

Buildings, improvements and fixtures
(159
)
 
260,111

Construction in progress

 
4,240

 
(159
)
 
309,721

Accumulated depreciation

 
(40,226
)
Total rental property, net
(159
)
 
269,495

Cash and cash equivalents

 
12,305

Deferred lease costs and other intangibles, net

 
6,108

Prepaids and other assets

 
6,971

Total assets
$
(159
)
 
$
294,879

Liabilities and Owners' Equity
 
 
 
Liabilities
 
 
 
Mortgages payable, net
$

 
$
168,193

Accounts payable and accruals

 
7,237

Total liabilities

 
175,430

Owners' equity
(159
)
 
119,449

Total liabilities and owners' equity
$
(159
)
 
$
294,879

(1)
The carrying value of our investments in unconsolidated joint ventures as reported in our Consolidated Balance Sheet differs from our pro rata share of the net assets shown above due to adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the unconsolidated joint ventures. The differences in basis totaled $3.7 million as of June 30, 2017 and are being amortized over the various useful lives of the related assets.


26
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



Non-GAAP Pro Rata Statement of Operations Information year to date June 30, 2017 (in thousands)
 
Non-GAAP Pro Rata Information
 
Pro Rata Portion Noncontrolling Interests
 
Pro Rata Portion Unconsolidated Joint Ventures
Revenues:
 
 
 
Base rentals
$

 
$
13,524

Percentage rentals

 
1,424

Expense reimbursements

 
8,406

Other income

 
320

Total revenues

 
23,674

Expense:
 
 
 
Property operating

 
9,128

General and administrative

 
108

Depreciation and amortization

 
7,388

Total expenses

 
16,624

Operating income

 
7,050

Other income/(expense):
 
 
 
Interest expense

 
(2,360
)
Other nonoperating income (expense)

 
2

Net income
$

 
$
4,692



27
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg



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


28
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2017
tangeroutlet-small93015a01.jpg