SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
APRIL 28, 1997
Date of Report (Date of earliest event reported)
TANGER FACTORY OUTLET CENTERS, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
1-11986 56-1815473
(COMMISSION FILE NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
1400 WEST NORTHWOOD STREET, GREENSBORO, NC 27408
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(910) 274-1666
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANACIAL INFOMATION AND EXHIBITS
(c) Exhibits
The exhibit listed below relates to the Company's press
release on April 28, 1997 to announce the financial results for the quarter
ended March 31, 1997.
Exhibit No. Description
99 Press release to annouce the financial results for the quarter
ended March 31, 1997.*
* Filed herewith
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 FACTORY OUTLET CENTERS, INC.
By: /s/ Frank C. Marchisello, Jr
Frank C. Marchisello, Jr.
Vice President, Chief Financial Officer
Date: May 1, 1997
2
EXHIBIT 99
TANGER FACTORY OUTLET CENTERS, INC.
NEWS RELEASE
FOR RELEASE: IMMEDIATE RELEASE
CONTACT: Frank C. Marchisello, Jr.
(910) 274-1666
TANGER REPORTS COMP STORE SALES UP 10%
FIRST QUARTER FUNDS FROM OPERATIONS UP 5%
Greensboro, NC, April 28, 1997, Tanger Factory Outlet Centers, Inc. (NYSE:SKT),
today reported tenant sales for stores open the first quarter of 1997 and 1996
were up approximately 10%. Total tenant sales for all centers increased
approximately 17% for the first quarter of 1997 to $149 million compared to $127
million for the same period of 1996.
Funds from operations (FFO), assuming full conversion of the minority interest
in the operating partnership, for the first quarter ended March 31, 1997 rose 5%
to $8.2 million, or $.77 per share on a fully-diluted basis, compared to $7.8
million, or $.74 per share in the same period of 1996. This marks the 15th
consecutive quarter in which the Company's FFO has exceeded its FFO for the same
period in the prior year.
Tanger posted the following increases during the quarter ended March 31, 1997,
compared to the quarter ended March 31, 1996; base rental income increased 7.8%
to $13.2 million from $12.3 million; total revenues increased 6.1% to $19.2
million from $18.1 million; and net operating income increased 10.6% to $12.1
million from $10.9 million.
During the quarter, the Company completed the acquisition of the Five Oaks
Factory Stores (renamed Tanger Five Oaks) in Sevierville (Pigeon Forge), TN for
$18 million. This 123,000 square foot center features 29 upscale outlet stores
including Polo Ralph Lauren, Tommy Hilfiger, Nautica, Gap, and Reebok. Tanger
also received an upgrade from Moody's Investors Services on its Series A
Cumulative Convertible Redeemable Preferred Shares from "b2" to "b1" and a
change in Moody's overall ratings outlook on the Company from "stable" to
"positive". In addition, on April 10, 1997, the Board of Directors approved a
$.12 per share increase in the annual cash dividend on the Company's common
shares and a $.11 per share increase on the preferred depositary shares, both
representing a 5.8% increase in the per share dividend rate.
1400 West Northwood Street * Greensboro, NC 27408 * 910-274-1666 *
FAX 910-274-6632
2
<PAGE>
TANGER REPORTS COMP STORE SALES UP 10%
FIRST QUARTER FUNDS FROM OPERATIONS UP 5%
Tanger is continuing construction on a 241,436 square foot expansion of its
very successful center in Riverhead, NY. Stores are scheduled to begin opening
in late April 1997 with stores continuing to open for several months, at which
time the entire Riverhead center totalling 527,631 square feet will be at 100%
occupancy with more than 150 tenants. The Company has also begun construction on
a 26,815 square foot expansion to its property in Lancaster, PA which is
scheduled to open in the fourth quarter of 1997. In addition, Tanger's Board of
Directors has approved construction of a 57,851 square foot expansion to
Tanger's property in Commerce, GA with completion currently estimated for late
1997.
The Company ended the quarter with approximately 3.9 million square feet of
gross leasable area in operation, up 8.2% from 3.6 million at March 31, 1996,
and its operating properties were 97% leased.
Stanley K. Tanger, Chairman of the Board and Chief Executive Officer, said, "We
are extremely pleased with the results for the first quarter of 1997. A
strategic acquisition, a ratings upgrade, a 10% increase in comp sales and a
5.8% increase in the annual dividend paid to our shareholders, together with our
strong first quarter earnings and our current development activity signal an
aggressive start to what we believe will be a very exciting year for our
company."
Tanger Factory Outlet Centers, Inc., a fully-integrated, self-administered and
self-managed publicly-traded REIT, presently owns and operates 28 factory outlet
centers in 22 states coast to coast, totalling approximately 3.9 million square
feet of gross leasable area.
1400 West Northwood Street * Greensboro, NC 27408 * 910-274-1666 *
FAX 910-274-6632
###
<PAGE>
TANGER FACTORY OUTLET CENTERS, INC.
C O N S O L I D A T E D S T A T E M E N T S O F O P E R A T I O N S
(In thousands, except share data)
Three Months Ended March 31,
----------------------------
1997 1996
----------- -----------
(Unaudited) (Unaudited)
Revenues
Base rentals (a) $ 13,248 $ 12,295
Percentage rentals 398 267
Expense reimbursements 5,397 5,335
Other income 182 226
----------- ------------
Total revenues 19,225 18,123
----------- -----------
Expenses
Operating and maintenance 5,625 5,804
General and administrative 1,524 1,403
Interest 3,822 3,063
Depreciation and amortization 4,289 3,943
----------- -----------
Total expenses 15,260 14,213
----------- -----------
Income before minority interest and
extraordinary item 3,965 3,910
Minority interest (b) (1,107) (1,061)
----------- -----------
Income before extraordinary item 2,858 2,849
Extraordinary item - Loss on early
extinguishment of debt, net of minority
interest of $270 -- (561)
----------- -----------
Net income $ 2,858 $ 2,288
=========== ===========
Per common share outstanding (c):
Income before extraordinary item $ 0.36 $ 0.35
Net income $ 0.36 $ 0.26
=========== ===========
Funds from operations before minority interest (d) $ 8,202 $ 7,820
Funds from operations per share (fully diluted)(e) $ 0.77 $ 0.74
=========== ===========
Weighted average number of shares outstanding 6,705,969 6,291,281
========== ============
(a) Includes straight-line rent of $132 and $372, respectively.
(b) Minority interest represents the Original Owners of the Company's
percentage ownership in the Operating Partnership during each period
shown.
(c) Income in the per share computations are net of applicable preferred
dividends.
(d) Funds from operations is defined as income (loss) before extraordinary
items and gains (losses) on sale of property, plus depreciation and
amortization uniquely significant to real estate.
(e) Assumes conversion of all preferred depositary shares to common shares
as of January 1, 1996. Not shown in the income per share computations
since the effect of conversion would be anti-dilutive.
=============================================================================
C O N D E N S E D C O N S O L I D A T E D B A L A N C E S H E E T S
(In thousands)
March 31, December 31,
1997 1996
------------------------------------------------
(Unaudited)
Assets:
Rental property, net $336,425 $311,454
Cash and cash equivalents 2,515 2,585
Other assets 16,938 18,099
------------------------------------------------
$355,878 $332,138
================================================
Liabilities:
Long-term debt $203,650 $178,004
Other liabilities 17,431 17,878
------------------------------------------------
Total liabilities 221,081 195,882
Minority interest 25,156 25,599
Shareholders' equity 109,641 110,657
------------------------------------------------
$355,878 $332,138
================================================
<PAGE>
TANGER FACTORY OUTLET CENTERS, INC.
SUPPLEMENTAL INFORMATION
MARCH 31, 1997
(Unaudited and in thousands, except share data and other information)
===============================================================================
CALCULATION OF FUNDS FROM OPERATIONS
Three Months Ended March 31,
--------------------
1997 1996
--------------------
Income before minority interest & extraordinary item $3,965 $3,910
Adjusted for:
Depreciation & amortization of assets uniquely
significant to real estate 4,237 3,910
-------------------
Funds From Operations $8,202 $7,820
===================
Funds From Operations Per Share (fully-diluted) $0.77 $0.74
===================
===============================================================================
CALCULATION OF FULLY-DILUTED NUMBER OF SHARES
Three Months Ended March 31,
----------------------------
1997 1996
-----------------------------
Weighted Average Common Shares 6,705,969 6,291,281
Effect of Outstanding Stock and Unit Options 72,658 11,741
Weighted Average Preferred Shares
As if Converted to Common 855,376 1,270,069
Minority Interest Limited Partnership Units 3,033,305 3,033,305
--------------------------
Total Fully-Diluted Number of Shares 10,667,308 10,606,396
==========================
===============================================================================
OTHER INFORMATION
Three Months Ended March 31,
----------------------------------
1997 1996
---------------------------------
Gross leasable area open at end of period 3,865,369 3,571,500
Weighted average gross leasable area 3,781,430 3,542,472
Outlet centers in operation 28 27
New centers opened 0 0
New centers aquired 1 0
Centers expanded 0 1
States operated in at end of period 22 22
