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 June 30, 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
PAGE NUMBER
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Statements of Operations
For the three and six months ended June 30, 1999 and 1998 3
Balance Sheets
As of June 30, 1999 and December 31, 1998 4
Statements of Cash Flows
For the six months ended June 30, 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 18
Item 6. Exhibits and Reports on Form 8-K 18
Signatures 18
2
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TANGER PROPERTIES LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(In thousands, except per unit data)
<TABLE>
<CAPTION>
Three Months Ended, Six Months Ended,
June 30 June 30,
1999 1998 1999 1998
- ---------------------------------------------------------------------------------------
(unaudited) (unaudited)
REVENUES
<S> <C> <C> <C> <C>
Base rentals $ 17,092 $ 16,469 $ 34,163 $ 32,124
Percentage rentals 478 381 886 875
Expense reimbursements 6,851 7,125 13,209 13,485
Other income 718 375 1,044 672
- ---------------------------------------------------------------------------------------
Total revenues 25,139 24,350 49,302 47,156
- ---------------------------------------------------------------------------------------
EXPENSES
Property operating 7,339 7,397 14,228 14,049
General and administrative 1,855 1,640 3,529 3,339
Interest 6,042 5,433 12,011 10,225
Depreciation and amortization 6,146 5,545 12,325 10,679
- ---------------------------------------------------------------------------------------
Total expenses 21,382 20,015 42,093 38,292
- ---------------------------------------------------------------------------------------
Income before gain on sale of real estate
and extraordinary item 3,757 4,335 7,209 8,864
Gain on sale of real estate -- -- -- 994
- ---------------------------------------------------------------------------------------
Income before extraordinary item 3,757 4,335 7,209 9,858
Extraordinary item - Loss on early
estinguishment of debt -- -- (345) (460)
- ---------------------------------------------------------------------------------------
Net income 3,757 4,335 6,864 9,398
Less preferred unit distributions (481) (484) (960) (952)
- ---------------------------------------------------------------------------------------
Income available to partners 3,276 3,851 5,904 8,446
Income allocated to the limited partner (913) (1,070) (1,643) (2,350)
- ---------------------------------------------------------------------------------------
Income available to the general partner $ 2,363 $ 2,781 $ 4,261 $ 6,096
- ---------------------------------------------------------------------------------------
Basic earnings per unit:
Income before extraordinary item $ .30 $ .35 $ .57 $ .82
Extraordinary item -- -- (.03) (.05)
- ---------------------------------------------------------------------------------------
Net income $ .30 $ .35 $ .54 $ .77
- ---------------------------------------------------------------------------------------
Diluted earnings unit:
Income before extraordinary item $ .30 $ .35 $ .57 $ .80
Extraordinary item -- -- (.03) (.04)
- ---------------------------------------------------------------------------------------
Net income $ .30 $ .35 $ .54 $ .76
- ---------------------------------------------------------------------------------------
Dividends paid per unit $ .61 $ .60 $ 1.21 $ 1.15
- ---------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
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TANGER PROPERTIES LIMITED PARTNERSHIP
BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
- -------------------------------------------------------------------------------------
(unaudited)
ASSETS
Rental property
<S> <C> <C>
Land $ 53,869 $ 53,869
Buildings, improvements and fixtures 476,456 458,546
Developments under construction 15,036 16,832
- -------------------------------------------------------------------------------------
545,361 529,247
Accumulated depreciation (96,203) (84,685)
- -------------------------------------------------------------------------------------
Rental property, net 449,158 444,562
Cash and cash equivalents 200 6,334
Deferred charges, net 8,810 8,218
Other assets 11,942 12,454
- -------------------------------------------------------------------------------------
Total assets $ 470,110 $ 471,568
- -------------------------------------------------------------------------------------
LIABILITIES AND PARTNERS' EQUITY
Liabilites
Long-term debt
Senior, unsecured notes $ 150,000 $ 150,000
Mortgages payable 91,461 72,790
Lines of credit 67,298 79,695
- -------------------------------------------------------------------------------------
308,759 302,485
Construction trade payables 6,459 9,224
Accounts payable and accrued expenses 13,712 10,496
- -------------------------------------------------------------------------------------
Total liabilities 328,930 322,205
- -------------------------------------------------------------------------------------
Commitments
Partners' equity
General partner 122,575 128,746
Limited partner 18,605 20,617
- -------------------------------------------------------------------------------------
Total partners' equity 141,180 149,363
- -------------------------------------------------------------------------------------
Total liabilities and partners' equity $ 470,110 $ 471,568
- -------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
4
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TANGER PROPERTIES LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(In thousands)
Six Months Ended
June 30,
1999 1998
- --------------------------------------------------------------------------------
(Unaudited)
OPERATING ACTIVITIES
Net income $ 6,864 $ 9,398
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 12,325 10,679
Amortization of deferred financing costs 519 542
Loss on early extinguishment of debt 345 460
Gain on sale of real estate -- (994)
Straight-line base rent adjustment (194) (470)
Compensation under Unit Option Plan -- 168
Increase (decrease) due to changes in:
Other assets 1,988 (1,160)
Accounts payable and accrued expenses 2,716 (1,978)
- --------------------------------------------------------------------------------
Net cash provided by operating activites 24,563 16,645
- --------------------------------------------------------------------------------
INVESTING ACTIVITIES
Acquisition of rental properties -- (17,000)
Additions to rental properties (18,853) (16,298)
Additions to deferred lease costs (1,253) (1,313)
Net proceeds from sale of real estate -- 2,411
Advances to officer (1,418) --
Insurance proceeds from casualty losses 500 --
- --------------------------------------------------------------------------------
Net cash used in investing activities (21,024) (32,200)
- --------------------------------------------------------------------------------
FINANCING ACTIVITIES
Repurchase of partnership units (958) --
Cash distributions paid (14,101) (13,461)
Proceeds from mortgages payable 66,500 --
Repayments on mortgages payable (47,829) (616)
Proceeds from revolving lines of credit 46,303 56,190
Repayments on revolving lines of credit (58,700) (27,790)
Additions to deferred financing costs (900) (257)
Proceeds from exercise of unit options 12 754
- --------------------------------------------------------------------------------
Net cash provided by (used in) financing activities (9,673) 14,820
- --------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (6,134) (735)
Cash and cash equivalents, beginning of period 6,334 3,607
- --------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 200 $ 2,872
- --------------------------------------------------------------------------------
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 June 30,
1999 and 1998 amounted to $6,459 and $6,924, respectively.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
5
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TANGER PROPERTIES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
June 30, 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. RENTAL PROPERTIES
During the first six months of 1999, the Operating Partnership completed
expansions at two of its centers, opening an additional 66,500 square feet in
Sevierville, Tennessee and 16,900 square feet in Riverhead, New York.
Additionally, approximately 204,000 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 destroyed the Operating Partnership's outlet center
in Stroud, Oklahoma, making the center non-operational. The Stroud center's
total assets are less than 2% of the Operating Partnership's total assets and
its revenues are less than 3% of the Operating Partnership's total revenues.
The Operating Partnership is currently in the process of filing claims with
its insurance carrier. 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.
Business interruption insurance is being recognized on a straight-line basis
over the expected period of business interruption. A portion of these
proceeds has been recognized as Other Income for the second quarter.
Commitments to complete construction of the expansions to the existing
centers and other capital expenditure requirements amounted to approximately
$4.3 million at June 30, 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 June 30, 1999 and
1998 amounted to $264,000 and $63,000, respectively, and during the six
months ended June 30, 1999 and 1998 amounted to $610,000 and $399,000,
respectively.
3. OTHER ASSETS
Other assets include a note receivable totaling $1.4 million from Stanley K.
Tanger, the Chairman of the Board and Chief Executive Officer of the
Operating Partnership's general partner. During the second quarter, Mr.
Tanger and the Operating Partnership entered into a demand note agreement
whereby he may borrow up to $2 million through various advances from the
Operating Partnership for an investment in a separate E-commerce business.
The note bears interest at a rate of 8% per annum and is secured by Mr.
Tanger's limited partnership interest in Tanger Investments Limited
Partnership. Mr. Tanger intends to fully repay the
6
<PAGE>
loan.
4. LONG-TERM DEBT
On March 18, 1999, the Operating Partnership obtained a $66.5 million
non-recourse loan due April 1, 2009 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 first quarter and are
reflected as an extraordinary item in the accompanying statements of
operations.
The Operating Partnership has revolving lines of credit with an unsecured
borrowing capacity of $100 million, of which $32.7 million was available for
additional borrowings at June 30, 1999. During the first six months of 1999,
the Operating Partnership has extended the maturities of all of its lines of
credit by one year. The lines of credit now have maturity dates in the years
2001 and 2002.
In June 1999, the Operating Partnership terminated its interest rate swap
agreement with a notional amount of $20 million and, based on its fair value
at that time, received cash proceeds of $146,000. The agreement was scheduled
to expire in October 2001. The proceeds have been recorded as deferred income
and are being amortized as a reduction to interest expense over the remaining
life of the original contract term.
5. STOCK REPURCHASES
The Board of Directors of the general partner has authorized the repurchase
of up to $6.0 million of its outstanding common shares. The Operating
Partnership will fund the proceeds necessary for the general partner to
purchase the common shares and will retire a number of partnership units held
by the general partner equivalent to the number of common shares purchased.
During the six months ended June 30, 1999, the Operating Partnership funded
approximately $958,000 for the repurchase and retirement of an additional
48,300 shares, leaving a balance of $4.8 million authorized for future
repurchases.
6. 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 Six Months Ended
June 30, June 30,
1999 1998 1999 1998
- -----------------------------------------------------------------------------------------------
Numerator:
<S> <C> <C> <C> <C>
Income before extraodinary item $ 3,757 $ 4,335 $ 7,209 $ 9,858
Less preferred unit distributions (481) (484) (960) (952)
- -----------------------------------------------------------------------------------------------
Income available to the general and
limited partners-numerator for basic and
diluted earnings per unit 3,276 3,851 6,249 8,906
- -----------------------------------------------------------------------------------------------
Denominator:
Basic weighted average partnership units 10,883 10,917 10,901 10,904
Effect of outstanding unit options 69 189 2 183
- -----------------------------------------------------------------------------------------------
Diluted weighted average partnership units 10,952 11,106 10,903 11,087
- -----------------------------------------------------------------------------------------------
Basic earning per unit before extraordinary
item $ .30 $ .35 $ .57 $ .82
- -----------------------------------------------------------------------------------------------
Diluted earnings per unit before extraordinary
item $ .30 $ .35 $ .57 $ .80
- -----------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
Options to purchase units which were excluded from the computation of diluted
earnings per unit because the exercise price was greater than the average
market price of the general partner's common shares totaled 379,000 and 6,000
for the three months ended June 30, 1999 and 1998, respectively, and
1,068,000 and 129,000 for the six months ended June 30, 1999 and 1998,
respectively. The assumed conversion of preferred units as of the beginning
of the year would have been anti-dilutive.
At June 30, 1999 and December 31, 1998, the ownership interests of the
Operating Partnership consisted of the following:
June 30, December 31,
1999 1998
- -----------------------------------------------------------------------
Preferred units, held by the general partner 88,220 88,270
- -----------------------------------------------------------------------
Partnership units:
General partner 7,850,256 7,897,606
Limited partner 3,033,305 3,033,305
- -----------------------------------------------------------------------
Total 10,883,561 10,930,911
- -----------------------------------------------------------------------
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 and six months ended June 30,
1999 with the three and six months ended June 30, 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 tenants' 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);
8
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- - 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.
General Overview
At June 30, 1999, the Operating Partnership owned 31 centers in 23 states
totaling 5.1 million square feet of GLA compared to 30 centers in 22 states
totaling 4.7 million square feet of GLA at June 30, 1998. GLA has increased
381,000 square feet as the Operating Partnership has acquired one center and
expanded three centers since June 30, 1998.
During the first six months of 1999, the Operating Partnership completed
expansions at two of its centers, opening an additional 66,500 square feet in
Sevierville, Tennessee and 16,900 square feet in Riverhead, New York.
Additionally, approximately 204,000 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 destroyed the Operating Partnership's outlet center in
Stroud, Oklahoma, making the center non-operational. The Stroud center's total
assets are less than 2% of the Operating Partnership's total assets and its
revenues are less than 3% of the Operating Partnership's total revenues. The
Operating Partnership is currently in the process of filing claims with its
insurance carrier. 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. Business interruption insurance
is being recognized on a straight-line basis over the expected period of
business interruption. A portion of these proceeds has been recognized as Other
Income for the second quarter.
9
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A summary of the operating results for the three and six months ended June 30,
1999 and 1998 is presented in the following table, expressed in amounts
calculated on a weighted average GLA basis.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
GLA open at end of period (000's)(2) 5,115 4,734 5,115 4,734
Weighted average GLA (000's)(1) 4,963 4,729 5,000 4,615
Outlet centers in operation (2) 31 30 31 30
New centers acquired --- --- --- 1
Centers sold --- --- --- 1
Centers expanded 1 --- 2 ---
States operated in at end of period (2) 23 22 23 22
Occupancy percentage at end of period 95 97 95 97
Per square foot
- ---------------
Revenues
Base rentals $3.44 $3.48 $6.83 $6.96
Percentage rentals .10 .08 .18 .19
Expense reimbursements 1.38 1.51 2.64 2.92
Other income .14 .08 .21 .15
- ----------------------------------------------------------------------------------------------------
Total revenues 5.06 5.15 9.86 10.22
- ----------------------------------------------------------------------------------------------------
Expenses
Property operating 1.48 1.56 2.85 3.04
General and administrative .37 .35 .71 .72
Interest 1.22 1.15 2.40 2.22
Depreciation and amortization 1.24 1.17 2.46 2.31
- ----------------------------------------------------------------------------------------------------
Total expenses 4.31 4.23 8.42 8.29
- ----------------------------------------------------------------------------------------------------
Income before gain on sale of real estate
and extraordinary item $.75 $.92 $1.44 $1.93
- ----------------------------------------------------------------------------------------------------
</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.
(2) Currently includes the center in Stroud, Oklahoma which was destroyed by a
tornado on May 3, 1999.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 1999 TO THE THREE MONTHS ENDED
JUNE 30, 1998
Base rentals increased $623,000, or 4%, in the 1999 period when compared to the
same period in 1998. The increase is primarily due to the acquisition and
expansions as mentioned in the Overview, offset by the loss of rent from the
destruction of the outlet center in Stroud, Oklahoma by a tornado on May 3,
1999. Base rent per weighted average GLA decreased $.04 per foot due to the
portfolio of properties having a lower overall average occupancy rate in the
three months ended June 30, 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"), increased $97,000,
and on a weighted average GLA basis, increased $.02 per square foot in the 1999
period compared to the same period in 1998. The increase reflects higher sales
for certain tenants who normally achieve sales over their breakpoints in the
second quarter as well as some sales for certain other tenants shifting more to
second quarter from first quarter.
10
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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 93% 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.
Other income has increased $343,000 in the 1999 period as compared to the 1998
period. The increase is primarily due to the recognition of a portion of the
business interruption insurance proceeds relating to the Stroud, Oklahoma
center.
Property operating expenses decreased by $58,000, or 1%, in the 1999 period as
compared to the 1998 period. However, on a weighted average GLA basis, property
operating expenses decreased $.08 per square foot from $1.56 to $1.48. 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 increased $215,000, or 13%, 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, increased $.02 per square
foot from $.35 in 1998 to $.37 in 1999. The increase in general and
administrative expenses is primarily due to rental and related expenses for the
new corporate office space to which the Operating Partnership relocated its
corporate headquarters in April 1999.
Interest expense increased $609,000 during the 1999 period as compared to the
1998 period due to financing the 1998 acquisitions and the 1998 and 1999
expansions. Depreciation and amortization per weighted average GLA increased
from $1.17 per square foot in the 1998 period to $1.24 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.)
COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 1999 TO THE SIX MONTHS ENDED JUNE
30, 1998
Base rentals increased $2.0 million, or 6%, in the 1999 period when compared to
the same period in 1998. The increase is primarily due to the acquisition and
expansions as mentioned in the Overview, offset by the loss of rent from the
destruction of the outlet center in Stroud, Oklahoma by a tornado on May 3,
1999. Base rent per weighted average GLA decreased $.13 per foot due to the
portfolio of properties having a lower overall average occupancy rate in the
first six 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"), increased slightly
by $11,000, and on a weighted average GLA basis, decreased $.01 per square foot
in the 1999 period compared to the same period in 1998. For the six months ended
June 30, 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
approximately 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 six month period to 93% in the 1999 six month
period primarily as a result of a lower average occupancy rate in the 1999
period compared to the 1998 period.
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<PAGE>
Other income has increased $372,000 in the 1999 period as compared to the 1998
period. The increase is primarily due to the recognition of a portion of the
business interruption insurance proceeds relating to the Stroud, Oklahoma
center.
Property operating expenses increased by $179,000, or 1%, in the 1999 period as
compared to the 1998. However, on a weighted average GLA basis, property
operating expenses decreased $.19 per square foot from $3.04 to $2.85. 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 increased $190,000, or 6%, 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 $.01 per square
foot from $.72 in 1998 to $.71 in 1999. The decrease in general and
administrative expenses per square foot reflects the absorption of the 1998
acquisitions and the 1998 and 1999 expansions without corresponding increases in
general and administrative expenses offset by rental and related expenses for
the new corporate office space to which the Operating Partnership relocated its
corporate headquarters in April 1999.
Interest expense increased $1.8 million during the 1999 period as compared to
the 1998 period due to financing the 1998 acquisitions and the 1998 and 1999
expansions. Depreciation and amortization per weighted average GLA increased
from $2.31 per square foot in the 1998 period to $2.46 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 six months ended June 30, 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 six 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.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $24.6 million and $16.6 million
for the six months ended June 30, 1999 and 1998, respectively. The increase in
cash provided by operating activities is due primarily to a decrease in
receivables and an increase in accounts payable during 1999 when compared to the
same period in 1998. Net cash used in investing activities was $21.0 million and
$32.2 million during the first six 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 $(9.7) and $14.8 million during the first six 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 six months of 1999 compared to the
same period in 1998 was an increase in distributions paid of $640,000 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
$958,000 in 1999.
During the first six months of 1999, the Operating Partnership completed
expansions at two of its centers, opening an additional 66,500 square feet in
Sevierville, Tennessee and 16,900 square feet in Riverhead, New York.
Additionally, approximately 204,000 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 centers and other capital
expenditure requirements amounted to approximately $4.3 million at June 30,
1999. Commitments for construction represent only those costs contractually
required to be paid by the Operating Partnership.
12
<PAGE>
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 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.
Other assets include a receivable totaling $1.4 million from Stanley K. Tanger,
the Chairman of the Board and Chief Executive Officer of the Operating
Partnership's general partner. During the second quarter, Mr. Tanger and the
Operating Partnership entered into a demand note agreement whereby he may borrow
up to $2 million through various advances from the Operating Partnership for an
investment in a separate E-commerce business. The note bears interest at a rate
of 8% per annum and is secured by Mr. Tanger's limited partnership interest in
Tanger Investments Limited Partnership. Mr. Tanger intends to fully repay the
loan.
The Operating Partnership maintains revolving lines of credit which provide for
unsecured borrowings up to $100 million, of which $32.7 million was available
for additional borrowings at June 30, 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 has extended the maturities of all of its revolving lines of credit
by one year. The lines of credit now have maturity dates in the years 2001 and
2002.
At June 30, 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 June 30, 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.
13
<PAGE>
On July 8, 1999, the Board of Directors of the general partner declared a $.605
cash distribution per unit payable on August 16, 1999 to each unitholder of
record on July 30, 1999. The Board of Directors of the general partner also
declared a cash distribution of $.5451 per preferred partnership unit payable on
August 16, 1999 to each preferred unitholder of record on July 30, 1999.
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. In June 1999, the Operating Partnership terminated its only
interest rate swap agreement effective through October 2001 with a notional
amount of $20 million. Under this agreement, the Operating Partnership received
a floating interest rate based on the 30 day LIBOR index and paid a fixed
interest rate of 5.47%. Upon termination of the agreement, the Operating
Partnership received $146,000 in cash proceeds. The proceeds have been recorded
as deferred income and are being amortized as a reduction to interest expense
over the remaining life of the original contract term.
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 June 30, 1999 was
$308.6 million. A 1% increase from prevailing interest rates at June 30, 1999
would result in a decrease in fair value of total long-term debt by
approximately $5.7 million. Fair values were determined from quoted market
prices, where available, using current interest rates considering credit ratings
and the remaining terms to maturity.
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 ("SFAS 133"). SFAS 133, as amended by SFAS 137, is
effective for the first quarter of fiscal 2001. 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.
14
<PAGE>
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 and six months
ended June 30, 1999 and 1998 as well as actual cash flow and other data for
those respective periods (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Funds from Operations:
Income before gain on sale of real estate
and extraordinary item $ 3,757 $ 4,335 $ 7,209 $ 8,864
Adjusted for depreciation and
amortization uniquely significant
to real estate 6,093 5,503 12,214 10,589
- -----------------------------------------------------------------------------------------
Funds from operations $ 9,850 $ 9,838 $ 19,423 $ 19,453
- -----------------------------------------------------------------------------------------
Weighted average units outstanding (1) 11,747 11,912 11,698 11,897
- -----------------------------------------------------------------------------------------
Cash flows provided by (used in):
Operating activities $ 24,563 $ 16,645
Investing activities (21,024) (32,200)
Financing activities (9,673) 14,820
____________________
</TABLE>
(1)Assumes the preferred partnership units and unit options are 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 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.
As of June 30, 1999, the Operating Partnership has renewed approximately 508,000
square feet, or 70% of the square feet scheduled to expire in 1999.
Approximately 633,000 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. In addition, the Operating Partnership continues to attract and retain
additional tenants. The Operating Partnership's
15
<PAGE>
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 "00"
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 computer hardware and operating systems
and software applications at the corporate office. 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 Operating Partnership has replaced
all critical non-compliant equipment and also has installed current upgrades for
the DOS-based accounting software and the network operating systems which has
made these systems compliant with Y2K.
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 has also identified date sensitive systems and equipment
including HVAC units, telephones, security systems and alarms, fire warning
systems and general office systems at each of its outlet centers. The Operating
Partnership has replaced, or will have replaced by the end of 1999, all critical
non-compliant systems. Based on our current 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 party tenants 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
69% of the surveys sent to tenants, banks and key suppliers and intends to
contact the remaining companies for a response. 99% of the companies who
responded 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 were
executed under existing maintenance and support agreements with software
vendors, and thus the Operating Partnership did not incur incremental 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
16
<PAGE>
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 as soon as
such certifications are available.
CONTINGENCY PLANS. Contingency plans generally involve the development and
testing of manual procedures or the use of alternate systems. Viable contingency
plans are difficult to develop for potential third party Y2K failures. The
Operating Partnership has not yet adopted a formal Y2K contingency plan to date,
but continues to explore and research alternate systems or uses which may be
necessary in the event that a critical third party is not Y2K compliant by
December 31, 1999.
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. The most likely worst case scenario would be that
certain tenants would not be able to pay their rent and that certain accounting
functions would have to be processed manually.
17
<PAGE>
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 parter 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
10.1Promissory Notes by and between Tanger Properties Limited
Partnership and John Hancock Mutual Life Insurance Company
aggregating $66,500,000 incorporated herein by reference to the
exhibits to the Quarterly Report of Form 10-Q for Tanger Factory
Outlet Centers, Inc. 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.
Senior Vice President, Chief
Financial Officer
DATE: August 10, 1999
18
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
**The schedule contains summary financial information extracted from the
financial statement as of and for the six months ended June 30, 1999 included
herein and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 200
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 545,361
<DEPRECIATION> 96,203
<TOTAL-ASSETS> 470,110
<CURRENT-LIABILITIES> 0
<BONDS> 308,759
0
0
<COMMON> 0
<OTHER-SE> 141,180
<TOTAL-LIABILITY-AND-EQUITY> 470,110
<SALES> 0
<TOTAL-REVENUES> 49,302
<CGS> 0
<TOTAL-COSTS> 14,228
<OTHER-EXPENSES> 12,325 <F1>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,011
<INCOME-PRETAX> 7,209
<INCOME-TAX> 0
<INCOME-CONTINUING> 7,209
<DISCONTINUED> 0
<EXTRAORDINARY> (345)
<CHANGES> 0
<NET-INCOME> 6,864
<EPS-BASIC> .54
<EPS-DILUTED> .54
<FN>
Depreciation and amortization
</FN>
</TABLE>
