FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
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 Numbers: 33-99736-01, 333-3526-01,333-39365-01
TANGER PROPERTIES LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its Charter)
NORTH CAROLINA 56-1822494
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1400 West Northwood Street, Greensboro, North Carolina 27408
(Address of principal executive offices)
(Zip code)
(336) 274-1666
(Registrant's telephone number, including area code)
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 [ ]
<PAGE>
TANGER PROPERTIES LIMITED PARTNERSHIP
Index
Part I. Financial Information
Page Number
Item 1. Financial Statements (Unaudited)
Statements of Operations
For the three months ended March 31, 1998 and 1997 3
Balance Sheets
As of March 31, 1998 and December 31, 1997 4
Statements of Cash Flows
For the three months ended March 31, 1998 and 1997 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. Other Information
Item 1. Legal proceedings 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
2
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TANGER PROPERTIES LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(In thousands, except per unit data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1998 1997
--------------------
(Unaudited)
<S> <C> <C>
REVENUES
Base rentals $ 15,655 $ 13,248
Percentage rentals 494 398
Expense reimbursements 6,360 5,397
Other income 297 182
--------------------
Total revenues 22,806 19,225
--------------------
EXPENSES
Property operating 6,652 5,625
General and administrative 1,699 1,524
Interest 4,792 3,822
Depreciation and amortization 5,134 4,289
--------------------
Total expenses 18,277 15,260
--------------------
Income before gain on sale of real estate and extraordinary item 4,529 3,965
Gain on sale of real estate 994 --
--------------------
Income before extraordinary item 5,523 3,965
Extraordinary item - Loss on early extinguishment of debt (460) --
--------------------
Net income 5,063 3,965
Income allocated to the limited partner (1,280) (1,107)
--------------------
Income allocated to the general partner $ 3,783 $ 2,858
====================
Basic earnings per unit:
Income before extraordinary item $ .46 $ .36
Extraordinary item (.04) --
--------------------
Net income $ .42 $ .36
====================
Diluted earnings per unit:
Income before extraordinary item $ .46 $ .36
Extraordinary item (.04) --
--------------------
Net income $ .42 $ .36
====================
Distributions paid per unit $ .55 $ .52
====================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
TANGER PROPERTIES LIMITED PARTNERSHIP
BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
----------------------
(Unaudited)
<S> <C> <C>
ASSETS
Rental property
Land $ 49,036 $ 48,059
Buildings, improvements and fixtures 425,780 379,842
Developments under construction 501 26,807
--------------------
475,317 454,708
Accumulated depreciation (68,644) (64,177)
--------------------
Rental property, net 406,673 390,531
Cash and cash equivalents 5,181 3,607
Deferred charges, net 8,288 8,651
Other assets 12,026 12,789
--------------------
Total assets $432,168 $415,578
====================
LIABILITIES AND PARTNERS' EQUITY
Liabilities
Long-term debt
Senior, unsecured notes $150,000 $150,000
Mortgages payable 73,746 74,050
Lines of credit 29,665 5,000
--------------------
253,411 229,050
Construction trade payables 8,375 12,913
Accounts payable and accrued expenses 11,099 13,090
--------------------
Total liabilities 272,885 255,053
--------------------
Commitments
Partners' equity
General partner 135,772 136,649
Limited partner 23,511 23,876
--------------------
Total partners' equity 159,283 160,525
--------------------
Total liabilities and partners' equity $432,168 $415,578
====================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
TANGER PROPERTIES LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1998 1997
--------------------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 5,063 $ 3,965
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 5,134 4,289
Amortization of deferred financing costs 258 256
Loss on early extinguishment of debt 460 --
Gain on sale of real of estate (994) --
Straight-line base rent adjustment (84) (132)
Compensation under Unit Option Plan 84 84
Increase (decrease) due to changes in:
Other assets 592 1,707
Accounts payable and accrued expenses (1,991) (1,493)
--------------------
Net cash provided by operating activities 8,522 8,676
--------------------
INVESTING ACTIVITIES
Acquisition of rental properties (17,000) (18,000)
Additions to rental properties (9,714) (10,396)
Additions to deferred lease costs (483) (442)
Net proceeds from sale of real estate 2,411 --
--------------------
Net cash used in investing activities (24,786) (28,838)
--------------------
FINANCING ACTIVITIES
Cash distributions paid (6,437) (5,508)
Proceeds from notes payable -- --
Repayments on notes payable (304) (279)
Proceeds from revolving lines of credit 35,765 41,375
Repayments on revolving lines of credit (11,100) (15,450)
Additions to deferred financing costs (134) (28)
Proceeds from exercise of unit options 48 --
--------------------
Net cash provided by financing activities 17,838 20,110
--------------------
Net increase (decrease) in cash and cash equivalents 1,574 (52)
Cash and cash equivalents, beginning of period 3,607 2,567
--------------------
Cash and cash equivalents, end of period $ 5,181 $ 2,515
====================
</TABLE>
Supplemental schedule of non-cash investing activities:
The Operating Partnership purchases capital equipment and incurs costs
relating to construction of new facilities, including tenant finishing
allowances. Expenditures included in construction trade payables as of March 31,
1998 and 1997 amounted to $8,375 and $9,401, respectively.
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
TANGER PROPERTIES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
March 31, 1998
(Unaudited)
1. Interim Financial Statements
The unaudited Financial Statements of Tanger Properties Limited
Partnership, a North Carolina limited partnership (the "Operating
Partnership"), have been prepared pursuant to the Securities and Exchange
Commissions' ("SEC") rules and regulations and should be read in
conjunction with the Financial Statements and Notes thereto of the
Operating Partnership's Annual Report on Form 10-K for the year ended
December 31, 1997. Certain information and note disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such rules and regulations, although management believes that the
disclosures are adequate to make the information presented not misleading.
The accompanying Financial Statements reflect, in the opinion of
management, all adjustments necessary for a fair presentation of the
interim financial statements. All such adjustments are of a normal and
recurring nature.
2. Acquisitions, Dispositions and Development of Rental Properties
On March 31, 1998, the Operating Partnership completed the acquisition of
Dalton Factory Stores, a factory outlet center in Dalton, GA containing
approximately 173,000 square feet, for an aggregate purchase price of $17
million. The acquisition was 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 property have been
included in the results of operations since the acquisition date.
On March 31, 1998, the Operating Partnership also completed the sale of its
8,000 square foot, single tenant property in Manchester, VT for $1.85
million and the sale of two out parcels at other centers for sales prices
aggregating $690,000. As a result of these dispositions, the Operating
Partnership recognized a gain on sale of real estate of $994,000 for the
quarter ended March 31, 1998.
During the quarter, the Operating Partnership placed in service the related
assets of the expansions which were significantly underway at December 31,
1997 totaling approximately 297,000 square feet. As a result, the balance
sheet caption Developments under Construction decreased from $26.8 million
as of December 31, 1997 to $501,000 at March 31, 1998. Approximately 59,000
square feet of this space remained to be opened as of March 31, 1998.
Commitments to complete construction of the expansions to the existing
properties and other capital expenditure requirements amounted to
approximately $2.0 million at March 31, 1998. Commitments for construction
represent only those costs contractually required to be paid by the
Operating Partnership.
Interest costs capitalized during the three months ended March 31, 1998 and
1997 amounted to $336,000 and $401,000, respectively.
6
<PAGE>
3. Long-Term Debt
During the quarter, the Operating Partnership amended certain of its
unsecured lines of credit to increase the maximum borrowing capacity by an
aggregate amount of $25 million. In addition, the Operating Partnership
terminated its $50 million secured line of credit and expensed the related
unamortized deferred financing costs, recognizing an extraordinary loss of
$460,000 in the accompanying statements of operations.
At March 31, 1998, the Operating Partnership had revolving lines of credit
with an unsecured borrowing capacity of $100 million, of which $70.3
million was available for additional borrowings.
4. Income Per Unit
The following table sets forth a reconciliation of the numerators and
denominators in computing earnings per unit in accordance with Statement of
Financial Accounting Standards No. 128, which the Operating Partnership
adopted in its financial statements for the year ended December 31, 1997.
The impact of adopting this statement had no effect on the reported
earnings per unit for the three months ended March 31, 1997.
Three Months Ended
March 31,
1998 1997
---------------------
Basic earnings per unit
Income before extraordinary item $ 5,523 $ 3,965
Less: Preferred Unit distributions (468) (412)
---------------------
Income available to the general and limited partners $ 5,055 $ 3,553
Weighted average partnership Units (in thousands) 10,891 9,739
---------------------
Basic earnings per unit $ .46 $ .36
=====================
Diluted earnings per unit
Income before extraordinary item $ 5,523 $ 3,965
Less: Preferred Unit distributions (468) (412)
---------------------
Income available to the general and limited partners $ 5,055 $ 3,553
---------------------
Units (in thousands):
Weighted average partnership Units 10,891 9,739
Effect of outstanding unit options 176 63
---------------------
Weighted average partnership Units plus
assumed conversions 11,067 9,802
---------------------
Diluted earnings per unit $ .46 $ .36
=====================
Options to purchase partnership Units which were excluded from the
computation of diluted earnings per unit for the three months ended March
31, 1998 and 1997, because the exercise price was greater than the average
market price of the Common Shares of the general partner, totaled 20,000
and 120,500, respectively. The assumed conversion of the Preferred Units as
of the beginning of the year would have been anti-dilutive.
7
<PAGE>
At March 31, 1998 and December 31, 1997, the ownership interests of the
Operating Partnership consisted of the following:
March 31, December 31,
1998 1997
=======================
Preferred Units, held by the general partner 89,649 90,689
=======================
Partnership Units:
General partner 7,865,303 7,853,936
Limited partner 3,033,305 3,033,305
-----------------------
Total 10,898,608 10,887,241
=======================
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
CAUTIONARY STATEMENTS
Certain statements contained in the discussion below, including, without
limitation, statements containing the words "believes," "anticipates,"
"expects," and words of similar import, constitute "forward-looking statements"
within the meaning of the Private Securities Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the Operating Partnership, or industry results, to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
the effects of future events on the Operating Partnership's financial
performance; the risk that the Operating Partnership may not be able to finance
its planned development, acquisition and expansion activities; risks related to
the retail industry in which the Operating Partnership's outlet centers compete,
including the potential adverse impact of external factors such as inflation,
tenant demand for space, consumer confidence, unemployment rates and consumer
tastes and preferences; risks associated with the Operating Partnership's
development, acquisition and expansion activities, such as the potential for
cost overruns, delays and lack of predictability with respect to the financial
returns associated with these development activities; the risk of potential
increase in market interest rates from current rates; risks associated with real
estate ownership, such as the potential adverse impact of changes in the local
economic climate on the revenues and the value of the Operating Partnership's
properties; and the risks that a significant number of tenants may become unable
to meet their lease obligations or that the Operating Partnership may be unable
to renew or re-lease a significant amount of available space on economically
favorable terms. Given these uncertainties, current and prospective investors
are cautioned not to place undue reliance on such forward-looking statements.
The Operating Partnership disclaims any obligation to update any such factors or
to publicly announce the result of any revisions to any of the forward-looking
statements contained herein to reflect future events or developments.
OVERVIEW
The discussion and analysis of the financial condition and results of operations
should be read in conjunction with the Financial Statements and Notes thereto.
Historical results and percentage relationships set forth in the Statements of
Operations, including trends which might appear, are not necessarily indicative
of future operations.
The discussion of the Operating Partnership's results of operations reported in
the Statements of Operations compares the three months ended March 31, 1998 with
the three months ended March 31, 1997. Certain comparisons between the periods
are also made on a percentage basis as well as on a weighted average gross
8
<PAGE>
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 since GLA is not reduced when original occupied space subsequently
becomes vacant.
The Operating Partnership continues to grow principally through acquisitions and
expansions of existing factory outlet centers. On March 31, 1998, the Operating
Partnership completed the acquisition of Dalton Factory Stores, a factory outlet
center in Dalton, GA, containing approximately 173,000 square feet, for an
aggregate purchase price of $17 million. On March 31, 1998, the Operating
Partnership also completed the sale of its 8,000 square foot, single tenant
property in Manchester, VT for $1.85 million.
During the quarter, the Operating Partnership placed in service the related
assets of the expansions which were significantly underway at December 31, 1997
totaling approximately 297,000 square feet. Approximately 59,000 square feet of
this space remained to be opened as of March 31, 1998.
A summary of the operating results for three months ended March 31, 1998 and
1997, calculated on a weighted average GLA basis, is presented in the following
table.
Three Months Ended
March 31,
1998 1997
---------------------
GLA open at end of period (000's) 4,700 3,865
Weighted average GLA (000's) (1) 4,499 3,781
Outlet centers in operation 30 28
New centers opened -- --
New centers acquired 1 1
Centers sold 1 --
Centers expanded -- --
States operated in at end of period 22 22
Per square foot
Revenues
Base rentals $ 3.48 $ 3.50
Percentage rentals .11 .11
Expense reimbursements 1.41 1.43
Other income .07 .05
---------------------
Total revenues 5.07 5.09
---------------------
Expenses
Property operating 1.48 1.49
General and administrative .38 .40
Interest 1.07 1.01
Depreciation and amortization 1.14 1.13
---------------------
Total expenses 4.07 4.03
---------------------
Income before gain on sale of real estate
and extraordinary item $ 1.00 $ 1.06
=====================
(1) GLA weighted by months of operations.
9
<PAGE>
RESULTS OF OPERATIONS
Comparison of the three months ended March 31, 1998 to the three months ended
March 31, 1997
Base rentals increased $2.4 million, or 18%, in the 1998 period when compared to
the same period in 1997 primarily as a result of a 19% increase in weighted
average GLA. The increase in weighted average GLA is due to the acquisitions in
February 1997 (approximately 123,000 square feet), October 1997 (180,000 square
feet) and March 1998 (173,000 square feet), as well as expansions completed in
the fourth quarter of 1997 and first quarter 1998 totaling approximately 539,000
square feet. Base rent per weighted average GLA decreased $.02 in the first
three months of 1998 compared to the same period in 1997 due to slightly lower
average rental and occupancy rates across the portfolio.
Percentage rentals, which represent revenues based on a percentage of tenants'
sales volume above predetermined levels (the "breakpoint"), increased $96,000,
or 24%, due to the acquisitions and expansions completed in 1997. On a weighted
average GLA basis, percentage rentals were level with the prior year. For the
three months ended March 31, 1998, reported comp-store sales, defined as the
weighted average sales per square foot reported by tenants for stores open since
January 1,1997, were down approximately 3% from last year due to the shift of
the Easter holiday season from March 1997 to April 1998. Total tenant sales for
all centers increased approximately 17% for the first quarter in 1998 to $174
million compared to $149 million for the same period in 1997.
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,
remained level at 96% in each of the 1998 and 1997 periods.
Property operating expenses increased by $1.0 million, or 18%, in the 1998
period as compared to the 1997 period but, on a weighted average GLA basis,
decreased $.01 per square foot to $1.48 from $1.49.
General and administrative expenses increased $175,000, or 11%, in the 1998
quarter as compared to the 1997 quarter. As a percentage of revenues, general
and administrative expenses decreased from approximately 8% of revenues in the
1997 period to 7% in the 1998 period and, on a weighted average GLA basis,
decreased $.02 per square foot to $.38 in 1998.
Interest expense increased $970,000 during the 1998 period as compared to the
1997 period due to higher average borrowings outstanding during the period.
Average borrowings have increased principally to finance the acquisitions and
expansions to existing centers (see "Overview" above). Depreciation and
amortization per weighted average GLA increased slightly from $1.13 per square
foot in the 1997 period to $1.14 per square foot in the 1998 period.
The gain on sale of real estate for the three months ended March 31, 1998
represents the sale of an 8,000 square foot, single tenant property in
Manchester, VT for $1.85 million and the sale of two out parcels at other
centers for sales prices aggregating $690,000.
The extraordinary loss for the three months ended March 31, 1998 represents a
write-off of the unamortized deferred financing costs due to the termination of
a $50 million secured line of credit.
10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $8.5 and $8.7 million for the
three months ended March 31, 1998 and 1997, respectively. Net cash used in
investing activities amounted to $24.8 and $28.8 million during the first three
months of 1998 and 1997, respectively, reflecting comparable levels of capital
expenditures for the acquisition and expansion of factory outlet centers. The
decrease in the 1998 period is primarily due to the proceeds received from the
sale of one factory outlet center and two out parcels surrounding other existing
centers. Net cash from financing activities amounted to $17.8 and $20.1 million
during the first three months of 1998 and 1997, respectively, and has decreased
consistently with the capital needs of the current acquisition and expansion
activity. The decrease of $2.3 million in the 1998 period compared with the 1997
period also reflects a $.03 per unit increase in the quarterly distributions
paid.
During the quarter, the Operating Partnership placed in service the related
assets of the expansions which were significantly underway at December 31, 1997
totaling approximately 297,000 square feet. Approximately 59,000 square feet of
this space remained to be opened as of March 31, 1998. As a result of placing
the related assets in service, the balance sheet caption Developments under
Construction decreased from $26.8 million as of December 31, 1997 to $501,000 at
March 31, 1998. Commitments to complete construction of the expansions to the
existing properties and other capital expenditure requirements amounted to
approximately $2.0 million at March 31, 1998. Commitments for construction
represent only those costs contractually required to be paid by the Operating
Partnership.
The Operating Partnership also is in the process of developing plans for
additional expansions and new centers for completion in 1998 and beyond and will
consider other acquisitions that are suitable for its portfolio. The Operating
Partnership is continuing the preleasing of two planned sites located in
Concord, North Carolina (Charlotte) and Romulus, Michigan (Detroit). However,
there can be no assurance that any of these anticipated or planned developments
or expansions will be started or completed as scheduled, or that any development
or expansion will result in accretive funds from operations. In addition, the
Operating Partnership regularly evaluates acquisition proposals, engages from
time to time in negotiations for acquisitions and may from time to time enter
into letters of intent for the purchase of properties. No assurance can be given
that any of the prospective acquisitions that are being evaluated or which are
subject to a letter of intent will be consummated, or if consummated, will
result in accretive funds from operations.
The Operating Partnership intends to continually have access to the capital
resources necessary to expand and develop its business and, accordingly, may
seek to obtain additional funds through equity offerings or debt financing. The
Operating Partnership, together with the general partner, have an active shelf
registration with the SEC providing for the issuance of up to $100 million in
additional equity securities and $100 million in additional debt securities. In
addition, the Operating Partnership maintains revolving lines of credit which
provide for unsecured borrowings of up to $100 million, of which $70.3 million
was available for additional borrowings as of March 31, 1998. Based on existing
credit facilities, ongoing negotiations with certain financial institutions and
funds available under the shelf registration, management believes that the
Operating Partnership has access to the necessary financing to fund the planned
capital expenditures during 1998.
Management is continuing its strategy of unencumbering the Operating
Partnership's real estate assets to improve its access to capital with more
favorable interest rates. During the first quarter of 1998, the Operating
Partnership terminated a $50 million secured line of credit and increased the
unsecured lines of credit by $25 million. At March 31, 1998, approximately 71%
of the outstanding long-term debt represented unsecured borrowings and
approximately 77% of the Operating Partnership's real estate portfolio was
unencumbered.
11
<PAGE>
The Operating Partnership anticipates that adequate cash will be available to
fund its operating and administrative expenses, regular debt service
obligations, and the payment of distributions in accordance with REIT
requirements in both the short and long term. Although the Operating Partnership
receives most of its rental payments on a monthly basis, distributions are made
quarterly. Amounts accumulated for distribution will be used 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 Operating
Partnership's debt agreements or instruments limit the payment of distributions
such that distributions will not exceed funds from operations ("FFO"), as
defined in the agreements, on an annual basis or 95% of FFO on a cumulative
basis from the date of the agreement.
On April 9, 1998, the Board of Directors of the general partner declared a $.60
cash distribution per partnership Unit payable on May 15, 1998 to each
unitholder of record on April 30, 1998. The Board of Directors of the general
partner also declared a cash distribution of $.5406 per preferred partnership
Unit payable on May 15, 1998 to each unitholder of record on April 30, 1998.
Both distributions represent a 9% increase from the quarterly distributions
previously paid to holders of partnership Units.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131, "
Disclosures about Segments of an Enterprise and Related Information." SFAS No.
131 requires public business enterprises to adopt its provisions for fiscal
years beginning after December 15, 1997, and to report certain information about
operating segments in complete sets of financial statements of the enterprise.
Segment disclosures will also be required in interim financial statements
beginning in the second year of application. The Operating Partnership is
evaluating the provisions of SFAS No. 131, but has not yet determined if
additional disclosures will be required.
FUNDS FROM OPERATIONS
Management believes that to facilitate a clear understanding of the historical
operating results of the Operating Partnership, FFO should be considered in
conjunction with net income as presented in the unaudited 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 properties, plus depreciation
and amortization uniquely significant to real estate. The Operating Partnership
cautions that the calculation of FFO may vary from entity to entity and as such
the presentation of FFO by the Operating Partnership 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 distributions to unitholders and other cash needs.
12
<PAGE>
Below is a computation of FFO for the three months ended March 31, 1998 and 1997
as well as actual cash flow and other data for those respective periods:
<TABLE>
<CAPTION>
Three months ended March 31, 1998 1997
--------------------
(In thousands)
<S> <C> <C>
Funds from operations:
Income before gain on sale of real estate and extraordinary item $ 4,529 $ 3,965
Adjusted for depreciation and amortization uniquely significant
to real estate 5,086 4,237
--------------------
Funds from operations $ 9,615 $ 8,202
====================
Cash flows provided by (used in):
Operating activities $ 8,522 $ 8,676
Investing activities ($24,786) ($28,838)
Financing activities $ 17,838 $ 20,110
Weighted average unit outstanding(1) 11,881 10,658
====================
</TABLE>
(1) Assumes the preferred partnership Units and Unit options are converted to
general partnership Units.
ECONOMIC CONDITIONS AND OUTLOOK
Substantially all of the Operating Partnership'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 Operating Partnership
to receive percentage rentals based on tenants' gross sales (above predetermined
levels, which the Operating Partnership 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,
advertising and promotion, thereby reducing exposure to increases in costs and
operating expenses resulting from inflation.
Approximately 306,000 square feet of space is up for renewal during 1998 and
approximately 695,000 square feet will come up for renewal in 1999. In addition,
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. There can be no
assurance that any tenant whose lease expires will renew such lease or that
renewals or terminated leases will be released on economically favorable terms.
Also, certain tenants have requested, or may request, and management may grant,
from time to time, a reduction in rent to remain in operation.
The Operating Partnership's portfolio is currently 97% leased. Existing tenants'
sales have remained stable and renewals by existing tenants have remained
strong. In addition, the Operating Partnership has continued to attract and
retain additional tenants. The Operating Partnership's factory outlet centers
typically include well known, national, brand name companies. By maintaining a
broad base of credit tenants and a geographically diverse portfolio of
properties located across the United States, the Operating Partnership reduces
its operating and leasing risks. No one tenant (including affiliates) accounts
for more than 10% of the Operating Partnership's combined base and percentage
rental revenues. Accordingly, management currently does not expect any material
adverse impact on the Operating Partnership's results of operations and
financial condition as a result of leases to be renewed or stores to be
released.
13
<PAGE>
The Operating Partnership has evaluated its computer systems and applications
for potential software failures as a result of recognizing the Year 2000 and
beyond. Most of the systems are compliant with the Year 2000, or will be with
normal upgrades currently available to the Operating Partnership. Therefore, the
Operating Partnership believes the costs to bring the remaining systems and
applications in compliance will be insignificant. While the Operating
Partnership believes its planning efforts are adequate to address its Year 2000
concerns, there can be no guarantee that the systems of other companies on which
the Operating Partnership's systems and operations rely will be converted on a
timely basis and will not have a material effect on the Operating Partnership's
results of operations or financial condition.
CONTINGENCIES
There are no recorded amounts resulting from environmental liabilities as there
are no known material loss contingencies with respect thereto. Future claims for
environmental liabilities are not measurable given the uncertainties surrounding
whether there exists a basis for any such claims to be asserted and, if so,
whether any claims will, in fact, be asserted. Furthermore, no condition is
known to exist that would give rise to a material environmental liability for
site restoration, post-closure and monitoring commitments, or other costs that
may be incurred upon the sale or disposal of a property. Management has no plans
to abandon any of the properties and is unaware of any other material loss
contingencies.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Neither the general partner nor the Operating Partnership is presently involved
in any material litigation nor, to their knowledge, is any material litigation
threatened against the general partner or the Operating Partnership or its
properties, other than routine litigation arising in the ordinary course of
business and which is expected to be covered by the liability insurance.
Item 6. Exhibits and Reports on Form 8-K
None.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
TANGER PROPERTIES LIMITED PARTNERSHIP
By: Tanger Factory Outlet Centers, Inc.,
its general partner
By: /s/ FRANK C. MARCHISELLO, JR.
--------------------------------------
Frank C. Marchisello, Jr.
Vice President, Chief Financial Officer
DATE: May 11, 1998
15
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<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-END> Mar-31-1998
<CASH> 5,181
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0
0
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<FN>
Depreciation and amortization.
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