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, 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 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.)
3200 NORTHLINE AVENUE, SUITE 360, GREENSBORO, NORTH CAROLINA 27408
(Address of principal executive offices)
(Zip code)
(336) 292-3010
(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
<TABLE>
<CAPTION>
Page Number
<S> <C> <C>
Item 1. Financial Statements (Unaudited)
Statements of Operations
For the three months ended March 31, 1999 and 1998 3
Balance Sheets
As of March 31, 1999 and December 31, 1998 4
Statements of Cash Flows
For the three months ended March 31, 1999 and 1998 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 16
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 16
</TABLE>
2
<PAGE>
TANGER PROPERTIES LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(In thousands, except per unit data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1999 1998
- -------------------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
REVENUES
Base rentals $17,071 $15,655
Percentage rentals 408 494
Expense reimbursements 6,358 6,360
Other income 326 297
- -------------------------------------------------------------------------------------------------------------------
Total revenues 24,163 22,806
- -------------------------------------------------------------------------------------------------------------------
EXPENSES
Property operating 6,889 6,652
General and administrative 1,674 1,699
Interest 5,969 4,792
Depreciation and amortization 6,179 5,134
- -------------------------------------------------------------------------------------------------------------------
Total expenses 20,711 18,277
- -------------------------------------------------------------------------------------------------------------------
INCOME BEFORE GAIN ON SALE OF REAL ESTATE
AND EXTRAORDINARY ITEM 3,452 4,529
Gain on sale of real estate --- 994
- -------------------------------------------------------------------------------------------------------------------
INCOME BEFORE EXTRAORDINARY ITEM 3,452 5,523
Extraordinary item - Loss on early extinguishment of debt (345) (460)
- -------------------------------------------------------------------------------------------------------------------
NET INCOME 3,107 5,063
Less preferred unit distributions (479) (468)
- -------------------------------------------------------------------------------------------------------------------
Income available to partners 2,628 4,595
Income allocated to the limited partner (730) (1,280)
- -------------------------------------------------------------------------------------------------------------------
Income available to the general partner $1,898 $3,315
===================================================================================================================
BASIC EARNINGS PER UNIT:
Income before extraordinary item $.27 $.46
Extraordinary item (.03) (.04)
- -------------------------------------------------------------------------------------------------------------------
Net income $.24 $.42
===================================================================================================================
DILUTED EARNINGS PER UNIT:
Income before extraordinary item $.27 $ .46
Extraordinary item (.03) (.04)
- -------------------------------------------------------------------------------------------------------------------
Net income $.24 $.42
===================================================================================================================
DISTRIBUTIONS PAID PER UNIT $.60 $.55
===================================================================================================================
</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,
1999 1998
- -------------------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Rental property
Land $53,869 $53,869
Buildings, improvements and fixtures 470,534 458,546
Developments under construction 13,347 16,832
- -------------------------------------------------------------------------------------------------------------------
537,750 529,247
Accumulated depreciation (90,468) (84,685)
- -------------------------------------------------------------------------------------------------------------------
Rental property, net 447,282 444,562
Cash and cash equivalents 200 6,334
Deferred charges, net 8,588 8,218
Other assets 10,662 12,454
- -------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $466,732 $471,568
===================================================================================================================
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Long-term debt
Senior, unsecured notes $150,000 $150,000
Mortgages payable 91,746 72,790
Lines of credit 63,455 79,695
- -------------------------------------------------------------------------------------------------------------------
305,201 302,485
Construction trade payables 6,468 9,224
Accounts payable and accrued expenses 10,296 10,496
===================================================================================================================
TOTAL LIABILITIES 321,965 322,205
===================================================================================================================
Commitments
PARTNERS' EQUITY
General partner 125,240 128,746
Limited partner 19,527 20,617
===================================================================================================================
TOTAL PARTNERS' EQUITY 144,767 149,363
===================================================================================================================
TOTAL LIABILITIES AND PARTNERS' EQUITY $466,732 $471,568
===================================================================================================================
</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,
1999 1998
- --------------------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $3,107 $5,063
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 6,179 5,134
Amortization of deferred financing costs 274 258
Loss on early extinguishment of debt 345 460
Gain on sale of real of estate --- (994)
Straight-line base rent adjustment (150) (84)
Compensation under Unit Option Plan --- 84
Increase (decrease) due to changes in:
Other assets 1,870 592
Accounts payable and accrued expenses (200) (1,991)
- --------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 11,425 8,522
- --------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Acquisition of rental properties --- (17,000)
Additions to rental properties (11,237) (9,714)
Additions to deferred lease costs (549) (483)
Net proceeds from sale of real estate --- 2,411
- --------------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (11,786) (24,786)
- --------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Repurchase of partnership units (667) ---
Cash distributions paid (7,036) (6,437)
Proceeds from mortgages payable 66,500 ---
Repayments on mortgages payable (47,544) (304)
Proceeds from revolving lines of credit 26,110 35,765
Repayments on revolving lines of credit (42,350) (11,100)
Additions to deferred financing costs (786) (134)
Proceeds from exercise of unit options --- 48
- --------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (5,773) 17,838
- --------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (6,134) 1,574
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 6,334 3,607
====================================================================================================================
CASH AND CASH EQUIVALENTS, END OF PERIOD $200 $5,181
====================================================================================================================
</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,
1999 and 1998 amounted to $6,468 and $8,375, respectively.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
5
<PAGE>
TANGER PROPERTIES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
March 31, 1999
(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 generally accepted accounting principles 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, 1998. 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 the Securities and Exchange Commission's ("SEC") 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. DEVELOPMENT OF RENTAL PROPERTIES
During the first quarter of 1999, the Operating Partnership substantially
completed a 94,982 square foot expansion of its center in Sevierville,
Tennessee which began opening in fourth quarter 1998, opening an additional
48,279 square feet. Additionally, approximately 143,000 square feet of
expansions in five of the Operating Partnership's centers are currently
under construction and are scheduled to open in the second half of 1999.
Commitments to complete construction of the expansions to the existing
properties and other capital expenditure requirements amounted to
approximately $5.3 million at March 31, 1999. 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, 1999 and
1998 amounted to $346,000 and $336,000, respectively.
3. LONG-TERM DEBT
On March 18, 1999, the Operating Partnership obtained a $66.5 million
non-recourse 10 year loan with John Hancock Mutual Life Insurance at a fixed
interest rate of 7.875%. The new loan refinances a prior loan, also with
John Hancock, which had a balance of approximately $47.3 million, an
interest rate of 8.92% and a scheduled maturity of January 1, 2002. The
additional proceeds were used to reduce amounts outstanding under the
revolving lines of credit. The unamortized deferred financing costs
associated with the prior loan were expensed during the quarter and are
reflected as an extraordinary item in the accompanying statements of
operations.
At March 31, 1999, the Operating Partnership had revolving lines of credit
with an unsecured borrowing capacity of $100 million, of which $36.5 million
was available for additional borrowings.
6
<PAGE>
4. STOCK REPURCHASES
During the quarter, the Board of Directors of the general partner
increased the amount authorized to repurchase the general partner's
common shares from $5 million to $6 million. The Operating Partnership
will fund the proceeds necessary for the general partner to purchase the
common shares and will retire a number of units held by the general
partner equivalent to the common shares purchased. During the quarter
ended March 31, 1999, the Operating Partnership paid to the general
partner approximately $667,000 for the repurchase and retirement of an
additional 33,300 shares and corresponding partnership units, leaving a
balance of $5.2 million authorized for future repurchases.
5. EARNINGS 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, EARNINGS PER SHARE, (in
thousands, except per unit amounts):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1999 1998
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NUMERATOR:
Income before extraordinary item $3,452 $5,523
Less preferred unit distributions (479) (468)
- ---------------------------------------------------------------------------------------------------------------
Income available to the general and limited partners -
numerator for basic and diluted earnings per unit $2,973 $5,055
- ---------------------------------------------------------------------------------------------------------------
DENOMINATOR:
Basic weighted average partnership units 10,918 10,891
Effect of outstanding unit options --- 176
- ---------------------------------------------------------------------------------------------------------------
Diluted weighted average partnership units 10,918 11,067
- ---------------------------------------------------------------------------------------------------------------
Basic earnings per unit before extraordinary item $.27 $.46
===============================================================================================================
Diluted earnings per unit before extraordinary item $.27 $.46
===============================================================================================================
</TABLE>
Options to purchase units which were excluded from the computation of
diluted earnings per unit for the three months ended March 31, 1999 and
1998 because the exercise price was greater than the average market
price of the general partner's common shares totaled 1,262,109 and
20,000, respectively. The assumed conversion of preferred units as of
the beginning of the year would have been anti-dilutive.
At March 31, 1999 and December 31, 1998, the ownership interests of the
Operating Partnership consisted of the following:
<TABLE>
<CAPTION>
1999 1998
------------------------------------------------------------------------------------------------------
<S> <C> <C>
Preferred Units, held by the general partner 88,270 88,270
======================================================================================================
Partnership Units:
General partner 7,864,306 7,897,606
Limited partner 3,033,305 3,033,305
------------------------------------------------------------------------------------------------------
Total 10,897,611 10,930,911
======================================================================================================
</TABLE>
7
<PAGE>
6. Subsequent Events
On May 3, 1999, a tornado severely damaged the Operating Partnership's
outlet center in Stroud, Oklahoma. There were no reported injuries at
the center, but the extensive damage has made the center
non-operational. At March 31, 1999, the Stroud center's total assets
were less than 2% of the Operating Partnership's total assets and its
revenues in 1998 were less than 3% of the Operating Partnership's total
revenues in 1998. Based on the Operating Partnership's existing
insurance coverage for both replacement cost and business interruption
losses applicable to this property, the Operating Partnership believes
that the impact of this event will not have a material effect on the
Operating Partnership's financial condition, results of operations or
cash flows.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with the financial
statements appearing elsewhere in this report. 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, 1999 with
the three months ended March 31, 1998. 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 which 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 Operating Partnership 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:
- - 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;
- - 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);
- - capital availability (for instance, financing opportunities may not be
available to us, or may not be available to us on favorable terms);
- - 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.
8
<PAGE>
GENERAL OVERVIEW
At March 31, 1999, the Operating Partnership owned 31 centers in 23 states
totaling 5.1 million square feet compared to 30 centers in 22 states totaling
4.7 million square feet at March 31, 1998. Since March 31, 1998, the Operating
Partnership has acquired one center, expanded two centers and sold one center,
increasing GLA by approximately 362,000 square feet.
During the first quarter of 1999, the Operating Partnership substantially
completed a 94,982 square foot expansion of its center in Sevierville, Tennessee
which began opening in fourth quarter 1998, opening an additional 48,279 square
feet. Additionally, approximately 143,000 square feet of expansions in five of
the Operating Partnership's centers are currently under construction and are
scheduled to open in the second half of 1999.
On May 3, 1999, a tornado severely damaged the Operating Partnership's outlet
center in Stroud, Oklahoma. There were no reported injuries at the center, but
the extensive damage has made the center non-operational. At March 31, 1999, the
Stroud center's total assets were less than 2% of the Operating Partnership's
total assets and its revenues in 1998 were less than 3% of the Operating
Partnership's total revenues in 1998. Based on the Operating Partnership's
existing insurance coverage for both replacement cost and business interruption
losses applicable to this property, the Operating Partnership believes that the
impact of this event will not have a material effect on the Operating
Partnership's financial condition, results of operations or cash flows.
A summary of the operating results for the three months ended March 31, 1999 and
1998 is presented in the following table, expressed in amounts calculated on a
weighted average GLA basis.
<TABLE>
<CAPTION>
1999 1998
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
GLA open at end of period (000's) 5,062 4,700
Weighted average GLA (000's) (1) 5,039 4,499
Outlet centers in operation 31 30
New centers acquired C 1
Centers sold C 1
Centers expanded 1 C
States operated in at end of period 23 22
Occupancy percentage at end of period 94% 97%
PER SQUARE FOOT
Revenues
Base rentals $3.39 $3.48
Percentage rentals .08 .11
Expense reimbursements 1.26 1.41
Other income .06 .07
- --------------------------------------------------------------------------------------------------------------------
Total revenues 4.79 5.07
- --------------------------------------------------------------------------------------------------------------------
Expenses
Property operating 1.37 1.48
General and administrative .33 .38
Interest 1.18 1.07
Depreciation and amortization 1.23 1.14
- --------------------------------------------------------------------------------------------------------------------
Total expenses 4.11 4.07
- --------------------------------------------------------------------------------------------------------------------
Income before gain on sale of real estate and extraordinary item $.68 $1.00
====================================================================================================================
</TABLE>
(1) GLA WEIGHTED BY MONTHS OF OPERATIONS. GLA IS NOT ADJUSTED FOR FLUCTUATIONS
IN OCCUPANCY WHICH MAY OCCUR SUBSEQUENT TO THE ORIGINAL OPENING DATE.
9
<PAGE>
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 1999 TO THE THREE MONTHS ENDED
MARCH 31, 1998
Base rentals increased $1.4 million, or 9%, in the 1999 period when compared to
the same period in 1998 primarily as a result of a 12% increase in weighted
average GLA. The increase in weighted average GLA is due to the acquisitions in
March 1998 (173,000 square feet) and July 1998 (186,000 square feet) and
expansions at three of the Operating Partnership's centers totaling
approximately 125,642 square feet. Base rent per weighted average GLA decreased
$.09 per foot due to the portfolio of properties having a lower overall average
occupancy rate in the first three months of 1999 compared to the same period in
1998.
Percentage rentals, which represent revenues based on a percentage of tenants'
sales volume above predetermined levels (the "breakpoint"), decreased $86,000,
and on a weighted average GLA basis, decreased $.03 per square foot in the first
three months of 1999 compared to the first three months of 1998. The decrease
reflects lower sales for tenants whose lease years ended in the first quarter of
1999. For the three months ended March 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 even with that of the previous year.
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 from 96% in the 1998 three month period to 92% in the 1999 three month
period primarily as a result of a lower average occupancy rate in the 1999
period compared to the 1998 period.
Property operating expenses increased by $237,000, or 4%, in the 1999 period as
compared to the 1998 period due to a higher average GLA in 1999 versus 1998.
However, on a weighted average GLA basis, property operating expenses decreased
$.11 per square foot from $1.48 to $1.37. Slightly higher real estate taxes per
square foot were offset by considerable decreases in advertising and promotion
and common area maintenance expenses per square foot.
General and administrative expenses decreased $25,000, or 1%, in the 1999
quarter as compared to the 1998 quarter. As a percentage of revenues, general
and administrative expenses were approximately 7% of revenues in both the 1999
and 1998 periods and, on a weighted average GLA basis, decreased $.05 per square
foot from $.38 in 1998 to $.33 in 1999 reflecting the absorption of the
acquisitions and expansions in 1998 without corresponding increases in general
and administrative expenses.
Interest expense increased $1.2 million during the 1999 period as compared to
the 1998 period due to financing the 1998 acquisitions and expansions.
Depreciation and amortization per weighted average GLA increased from $1.14 per
square foot in the 1998 period to $1.23 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 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 outparcels at other centers
for sales prices aggregating $690,000.
The extraordinary losses recognized in each three month period represent the
write-off of unamortized deferred financing costs related to debt that was
extinguished during each period prior to its scheduled maturity.
10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $11.4 million and $8.5 million for
the three months ended March 31, 1999 and 1998, respectively. The increase in
cash provided by operating activities is due primarily to an increase in
receivables and a lesser decrease in accounts payable during 1999 when compared
to the same period in 1998. Net cash used in investing activities was $11.8
million and $24.8 million during the first three months of 1999 and 1998,
respectively. Cash used was higher in 1998 primarily due to the acquisition of a
factory outlet center in Dalton, Georgia in 1998. Likewise, net cash from
financing activities amounted to $(5.8) million and $17.8 million during the
first three months of 1999 and 1998, respectively, decreasing consistently with
the capital needs of the current acquisition and expansion activity. Also
attributing to the decrease in cash from financing activities in the first three
months of 1999 compared to the same period in 1998 was an increase in
distributions paid of $599,000 in 1999 and the funding to the general partner
for the repurchase and retirement of some of the general partner's common shares
and corresponding partnership units totaling $667,000 in 1999.
During the first quarter of 1999, the Operating Partnership substantially
completed a 94,982 square foot expansion of its center in Sevierville, Tennessee
which began opening in fourth quarter 1998, opening an additional 48,279 square
feet. Additionally, approximately 143,000 square feet of expansions in five of
the Operating Partnership's centers is currently under construction and is
scheduled to open in the second half of 1999. Commitments to complete
construction of the expansions to the existing properties and other capital
expenditure requirements amounted to approximately $5.3 million at March 31,
1999. 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 2000 and beyond.
Currently, the Operating Partnership is in the preleasing stages for a future
center in Bourne, Massachusetts and for further expansions of five existing
Centers. However, 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 Operating Partnership 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.
The Operating Partnership maintains revolving lines of credit which provide for
unsecured borrowings up to $100 million, of which $36.5 million was available
for additional borrowings at March 31, 1999. As a general matter, the Operating
Partnership anticipates utilizing its lines of credit as an interim source of
funds to acquire, develop and expand factory outlet centers and to repay the
credit lines with longer-term debt or equity when management determines that
market conditions are favorable. Under joint shelf registration, the Operating
Partnership and its general partner, Tanger Factory Outlet Centers, Inc., 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 Operating Partnership and the general partner 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 Operating Partnership may
consider the use of operational and developmental joint ventures and other
related strategies to generate additional capital. 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 Operating Partnership has access to the necessary
financing to fund the planned capital expenditures during 1999.
On March 18, 1999, the Operating Partnership refinanced its 8.92% notes which
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. As a result of this
refinancing, management expects to realize a savings in interest cost of
approximately $300,000 over the next twelve months. In addition, the Operating
Partnership
11
<PAGE>
extended the maturity of one of its revolving lines of credit from June 2000 to
June 2001.
At March 31, 1999, approximately 70% of the outstanding long-term debt
represented unsecured borrowings and approximately 79% of the Operating
Partnership's real estate portfolio was unencumbered. The weighted average
interest rate on debt outstanding on March 31, 1999 was 7.9%.
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 to
unitholders 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 Operating Partnership's debt agreements limit the payment of
distributions such that distributions 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.
On April 8, 1999, the Board of Directors of the general partner declared a $.605
cash distribution per unit payable on May 14, 1999 to each unitholder of record
on April 30, 1999. The Board of Directors of the general partner also declared a
cash distribution of $.5451 per preferred partnership unit payable on May 14,
1999 to each preferred unitholder of record on April 30, 1999. Both
distributions represent a 1% increase from the quarterly distributions
previously paid to holders of Operating Partnership units.
MARKET RISK
The Operating Partnership 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 Operating
Partnership does not enter into derivatives or other financial instruments for
trading or speculative purposes.
The Operating Partnership enters into interest rate swap agreements to manage
its exposure to interest rate changes. 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. At March 31, 1999, the Operating Partnership had an
interest rate swap agreement effective through October 2001 with a notional
amount of $20 million. Under this agreement, the Operating Partnership receives
a floating interest rate based on the 30 day LIBOR index and pays a fixed
interest rate of 5.47%. These swaps effectively change the Operating
Partnership's payment of interest on $20 million of variable rate debt to fixed
rate debt for the contract period.
The fair value of the interest rate swap agreement represents the estimated
receipts or payments that would be made to terminate the agreements. At March
31, 1999, the Operating Partnership would have paid $42,000 to terminate the
agreements. A 1% decrease in the 30 day LIBOR index would increase the amount
paid by approximately $501,000. The fair value is based on dealer quotes,
considering current interest rates.
The fair market value of long-term fixed interest rate debt is subject to market
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 Operating Partnership's total long-term debt at March 31, 1999 was
$282.5 million. A 1% increase from prevailing interest rates at March 31, 1999
would result in a decrease in fair value of total long-term debt by
approximately $6.1 million. Fair values were determined from quoted market
prices, where available, using current interest rates considering credit ratings
and the remaining terms to maturity.
12
<PAGE>
NEW ACCOUNTING PRONOUNCEMENTS
On June 15, 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS
AND HEDGING ACTIVITIES (ASFAS 133"). SFAS 133 is effective for all fiscal
quarters of all fiscal years beginning after June 15, 1999. SFAS 133 requires
that all derivative instruments be recorded on the balance sheet at their fair
value. Changes in the fair value of derivatives are recorded each period in
current earnings or other comprehensive income, depending on whether a
derivative is designated as part of a hedge transaction and, if it is, the type
of hedge transaction. Management of the Operating Partnership anticipates that,
due to its limited use of derivative instruments, the adoption of SFAS 133 will
not have a significant effect on the Operating Partnership=s results of
operations or its financial position.
FUNDS FROM OPERATIONS
Management believes that for a clear understanding of the historical operating
results of the Operating Partnership, FFO should be considered along 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 real estate, 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.
Below is a calculation of funds from operations for the three months ended March
31, 1999 and 1998 as well as actual cash flow and other data for those
respective periods (in thousands):
<TABLE>
<CAPTION>
1999 1998
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
FUNDS FROM OPERATIONS:
Income before gain on sale of real estate
and extraordinary item $3,452 $4,529
Adjusted for depreciation and amortization uniquely
significant to real estate 6,121 5,086
- --------------------------------------------------------------------------------------------------------------------------
Funds from operations $9,573 $9,615
==========================================================================================================================
CASH FLOWS PROVIDED BY (USED IN):
Operating activities $11,425 $8,522
Investing activities (11,786) (24,786)
Financing activities (5,773) 17,838
WEIGHTED AVERAGE UNITS OUTSTANDING (1) 11,713 11,881
==========================================================================================================================
</TABLE>
(1) ASSUMES THE PREFERRED PARTNERSHIP UNITS AND UNIT OPTIONS ARE ALL CONVERTED
TO GENERAL PARTNERSHIP UNITS.
ECONOMIC CONDITIONS AND OUTLOOK
The majority 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
13
<PAGE>
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 Operating
Partnership is strengthening the tenant base in several of its centers by adding
strong new anchor tenants, such as Nike, GAP 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 Operating Partnership anticipates that its average occupancy
level will remain strong, but may be more in line with the industry average.
Approximately 311,000 square feet of space is up for renewal during the
remainder of 1999 and approximately 690,000 square feet will come up for renewal
in 2000. If the Operating Partnership 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.
However, existing tenants' sales have remained stable and renewals by existing
tenants have remained strong. Approximately 409,000 square feet scheduled to
expire in 1999 has already been renewed. In addition, the Operating Partnership
continues 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 creditworthy 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 8% 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 operation and financial condition as a result of leases to be renewed
or stores to be released.
YEAR 2000 COMPLIANCE
The year 2000 ("Y2K") issue refers generally to computer applications using only
the last two digits to refer to a year rather than all four digits. As a result,
these applications could fail or create erroneous results if they recognize A00"
as the year 1900 rather than the year 2000. The Operating Partnership has taken
Y2K initiatives in three general areas which represent the areas that could have
an impact on the Operating Partnership - Information technology systems,
non-information technology systems and third-party issues. The following is a
summary of these initiatives:
INFORMATION TECHNOLOGY SYSTEMS. The Operating Partnership has focused its
efforts on the high-risk areas of the corporate office computer hardware,
operating systems and software applications. The Operating Partnership=s
assessment and testing of existing equipment and software revealed that certain
older desktop personal computers, the network operating system and the DOS-based
accounting system were not Y2K compliant. The non-compliant personal computers
have since been replaced. The Operating Partnership is currently in the process
of installing and testing current upgrades for the DOS-based accounting and the
network operating systems which will make these systems compliant with Y2K and
expects to complete this process by June 30, 1999.
NON-INFORMATION TECHNOLOGY SYSTEMS. Non-information technology consists mainly
of facilities management systems such as telephone, utility and security systems
for the corporate office and the outlet centers. The Operating Partnership has
reviewed the corporate facility management systems and made inquiry of the
building owner/manager and concluded that the corporate office building systems
including telephone, utilities, fire and security systems are Y2K compliant. The
Operating Partnership is in the process of identifying
14
<PAGE>
date sensitive systems and equipment including HVAC units, telephones, security
systems and alarms, fire warning systems and general office systems at its 31
outlet centers. Assessment and testing of these systems is expected to be
completed by June 30, 1999. Critical non-compliant systems will be replaced by
mid-1999. Based on preliminary assessment, the cost of replacement is not
expected to be significant.
THIRD PARTIES. The Operating Partnership has third-party relationships with
approximately 260 tenants and over 8,000 suppliers and contractors. Many of
these third parties are publicly-traded corporations and subject to disclosure
requirements. The Operating Partnership has begun assessment of major third
parties' Y2K readiness including tenants, key suppliers of outsourced services
including stock transfer, debt servicing, banking collection and disbursement,
payroll and benefits, while simultaneously responding to their inquiries
regarding the Operating Partnership's readiness. The majority of the Operating
Partnership's vendors are small suppliers that the Operating Partnership
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 Operating Partnership is
diligently working to substantially complete its third party assessment. The
Operating Partnership has received responses to approximately 66% of the surveys
sent to tenants, banks and key suppliers of which 99% have indicated they are
presently, or will be by December 31, 1999, Y2K compliant. The Operating
Partnership also intends to monitor Y2K disclosures in SEC filings of
publicly-owned third parties commencing with the current quarter filings.
COSTS. The accounting software and network operating system upgrades are being
executed under existing maintenance and support agreements with software
vendors, and thus the Operating Partnership does not expect to incur additional
costs to bring those systems in compliance . Approximately $220,000 has been
spent to upgrade or replace equipment or systems specifically to bring them in
compliance with Y2K. The total cost of Y2K compliance activities, expected to be
less than $400,000, has not been, and is not expected to be material to the
operating results or financial position of the Operating Partnership.
The identification and remediation of systems at the outlet centers is being
accomplished by in-house business systems personnel and outlet center general
managers whose costs are recorded as normal operating expenses. The assessment
of third-party readiness is also being conducted by in-house personnel whose
costs are recorded as normal operating expenses. The Operating Partnership is
not yet in a position to estimate the cost of third-party compliance issues, but
has no reason to believe, based upon its evaluations to date, that such costs
will exceed $100,000.
RISKS. The principal risks to the Operating Partnership relating to the
completion of its accounting software conversion is failure to correctly bill
tenants by December 31, 1999 and to pay invoices when due. Management believes
it has adequate resources, or could obtain the needed resources, to manually
bill tenants and pay bills until the systems became operational.
The principal risks to the Operating Partnership relating to non-information
systems at the outlet centers are failure to identify time-sensitive systems and
inability to find a suitable replacement system. The Operating Partnership
believes that adequate replacement components or new systems are available at
reasonable prices and are in good supply. The Operating Partnership also
believes that adequate time and resources are available to remediate these areas
as needed.
The principal risks to the Operating Partnership 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. Based on Y2K compliance work done to
date, the Operating Partnership has no reason to believe that key tenants, banks
and suppliers will not be Y2K compliant in all material respects or can not be
replaced within an acceptable time frame. The Operating Partnership will attempt
to obtain compliance certification from suppliers of key services
15
<PAGE>
as soon as such certifications are available.
CONTINGENCY PLANS. The Operating Partnership intends to deal with contingency
planning during the first half of 1999 after the results of the above
assessments are known. The Operating Partnership description of its Y2K
compliance issues are based upon information obtained by management through
evaluations of internal business systems and from tenant and vendor compliance
efforts. No assurance can be given that the Operating Partnership will be able
to address the Y2K issues for all its systems in a timely manner or that it will
not encounter unexpected difficulties or significant expenses relating to
adequately addressing the Y2K issue. If the Operating Partnership or the major
tenants or vendors with whom the Operating Partnership does business fail to
address their major Y2K issues, the Operating Partnership=s operating results or
financial position could be materially adversely affected.
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
(a) Exhibits
10.1 Promissory Notes by and between Tanger Properties Limited
Partnership and John Hancock Mutual Life Insurance Company
aggregating $66,500,000 incorporated herein by reference to
Tanger Factory Outlet Centers, Inc. Quarterly report on form
10-Q for the period ended March 31, 1999.
(b) Reports on Form 8-K
None
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 13, 1999
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extractd from the financial
statements as of and for the three months ended March 31, 1999 included herein
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 200
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 537,750
<DEPRECIATION> 90,468
<TOTAL-ASSETS> 466,732
<CURRENT-LIABILITIES> 0
<BONDS> 305,201
0
0
<COMMON> 0
<OTHER-SE> 144,767
<TOTAL-LIABILITY-AND-EQUITY> 466,732
<SALES> 0
<TOTAL-REVENUES> 24,163
<CGS> 0
<TOTAL-COSTS> 6,889
<OTHER-EXPENSES> 6,179<F1>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,969
<INCOME-PRETAX> 3,452
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,452
<DISCONTINUED> 0
<EXTRAORDINARY> (345)
<CHANGES> 0
<NET-INCOME> 2,628
<EPS-PRIMARY> .24
<EPS-DILUTED> .24
</TABLE>
