Exhibit 99.2
Tanger Factory Outlet Centers, Inc.
Supplemental Operating and Financial Data
September 30, 2018
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Notice
For a more detailed discussion of the factors that affect our operating results, interested parties should review the Tanger Factory Outlet Centers, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
This Supplemental Portfolio and Financial Data is not an offer to sell or a solicitation to buy any securities of the Company. Any offers to sell or solicitations to buy any securities of the Company shall be made only by means of a prospectus.
2
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Table of Contents
|
| |
Section | |
| |
Portfolio Data: | |
| |
Geographic Diversification | |
Property Summary - Occupancy at End of Each Period Shown | |
Portfolio Occupancy at the End of Each Period | |
Average Tenant Sales Per Square Foot by Outlet Center Ranking | |
Top 25 Tenants Based on Percentage of Total Annualized Base Rent | |
Lease Expirations as of September 30, 2018 | |
Capital expenditures | |
Leasing Activity | |
| |
Financial Data: | |
| |
Consolidated Balance Sheets | |
Consolidated Statements of Operations | |
Unconsolidated Joint Venture Information | |
Debt Outstanding Summary | |
Future Scheduled Principal Payments | |
Senior Unsecured Notes Financial Covenants | |
| |
Non-GAAP Supplemental Measures: | |
| |
Non-GAAP Definitions | |
FFO and FAD Analysis | |
Portfolio NOI and Same Center NOI | |
Pro Rata Balance Sheet Information | |
Pro Rata Statement of Operations Information | |
| |
Investor Information | |
3
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Geographic Diversification
As of September 30, 2018
Consolidated Properties
|
| | | | | | | | |
State | # of Centers | | GLA | | % of GLA |
South Carolina | 5 |
| | 1,600,362 |
| | 12 | % |
New York | 2 |
| | 1,468,887 |
| | 11 | % |
Georgia | 3 |
| | 1,121,579 |
| | 9 | % |
Texas | 3 |
| | 1,001,357 |
| | 8 | % |
Pennsylvania | 3 |
| | 999,637 |
| | 8 | % |
Michigan | 2 |
| | 671,543 |
| | 5 | % |
Delaware | 1 |
| | 557,353 |
| | 4 | % |
Alabama | 1 |
| | 556,673 |
| | 4 | % |
North Carolina | 3 |
| | 505,056 |
| | 4 | % |
New Jersey | 1 |
| | 489,706 |
| | 4 | % |
Tennessee | 1 |
| | 448,150 |
| | 3 | % |
Ohio | 1 |
| | 411,859 |
| | 3 | % |
Arizona | 1 |
| | 410,734 |
| | 3 | % |
Florida | 1 |
| | 351,721 |
| | 3 | % |
Missouri | 1 |
| | 329,861 |
| | 3 | % |
Louisiana | 1 |
| | 321,066 |
| | 3 | % |
Mississippi | 1 |
| | 320,348 |
| | 3 | % |
Utah | 1 |
| | 319,661 |
| | 2 | % |
Connecticut | 1 |
| | 311,593 |
| | 2 | % |
Iowa | 1 |
| | 276,331 |
| | 2 | % |
New Hampshire | 1 |
| | 250,107 |
| | 2 | % |
Maryland | 1 |
| | 199,425 |
| | 2 | % |
Total | 36 |
| | 12,923,009 |
| | 100 | % |
| | | | | |
Unconsolidated Joint Venture Properties | | | | | |
| | | | | |
| # of Centers | | GLA | | Ownership % |
Charlotte, NC | 1 |
| | 397,857 |
| | 50.00 | % |
Columbus, OH | 1 |
| | 355,245 |
| | 50.00 | % |
Ottawa, ON | 1 |
| | 355,003 |
| | 50.00 | % |
Texas City, TX | 1 |
| | 352,705 |
| | 50.00 | % |
National Harbor, MD | 1 |
| | 341,156 |
| | 50.00 | % |
Cookstown, ON | 1 |
| | 307,779 |
| | 50.00 | % |
Bromont, QC | 1 |
| | 161,307 |
| | 50.00 | % |
Saint-Sauveur, QC | 1 |
| | 99,405 |
| | 50.00 | % |
Total | 8 |
| | 2,370,457 |
| | |
| | | | | |
Grand Total | 44 |
| | 15,293,466 |
| | |
4
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Property Summary - Occupancy at End of Each Period Shown
Consolidated properties
|
| | | | | | | | | | | | |
Location | Total GLA 9/30/18 | | % Occupied 9/30/18 | | % Occupied 6/30/18 | | % Occupied 9/30/17 | |
Deer Park, NY | 739,109 |
| | 97 | % | | 97 | % | | 95 | % | |
Riverhead, NY | 729,778 |
| | 95 | % | | 92 | % | | 98 | % | |
Rehoboth Beach, DE | 557,353 |
| | 97 | % | | 98 | % | | 99 | % | |
Foley, AL | 556,673 |
| | 94 | % | | 95 | % | | 99 | % | |
Atlantic City, NJ | 489,706 |
| | 86 | % | | 87 | % | | 87 | % | |
San Marcos, TX | 471,816 |
| | 97 | % | | 96 | % | | 97 | % | |
Sevierville, TN | 448,150 |
| | 100 | % | | 99 | % | | 100 | % | |
Savannah, GA | 429,089 |
| | 97 | % | | 96 | % | | 97 | % | |
Myrtle Beach Hwy 501, SC | 426,523 |
| | 99 | % | | 88 | % | | 94 | % | |
Jeffersonville, OH | 411,859 |
| | 97 | % | | 96 | % | | 95 | % | |
Glendale, AZ (Westgate) | 410,734 |
| | 99 | % | | 97 | % | | 97 | % | |
Myrtle Beach Hwy 17, SC | 403,425 |
| | 99 | % | | 100 | % | | 100 | % | |
Charleston, SC | 382,180 |
| | 98 | % | | 97 | % | | 97 | % | |
Lancaster, PA | 376,997 |
| | 92 | % | | 92 | % | | 93 | % | |
Pittsburgh, PA | 372,944 |
| | 99 | % | | 98 | % | | 100 | % | |
Commerce, GA | 371,408 |
| | 99 | % | | 96 | % | | 97 | % | |
Grand Rapids, MI | 357,105 |
| | 95 | % | | 95 | % | | 97 | % | |
Fort Worth, TX | 351,741 |
| | 98 | % | | 97 | % | | N/A |
| |
Daytona Beach, FL | 351,721 |
| | 100 | % | | 99 | % | | 97 | % | |
Branson, MO | 329,861 |
| | 100 | % | | 99 | % | | 100 | % | |
Locust Grove, GA | 321,082 |
| | 99 | % | | 100 | % | | 97 | % | |
Gonzales, LA | 321,066 |
| | 96 | % | | 98 | % | | 99 | % | |
Southaven, MS | 320,348 |
| | 93 | % | | 94 | % | | 97 | % | |
Park City, UT | 319,661 |
| | 98 | % | | 94 | % | | 97 | % | |
Mebane, NC | 318,886 |
| | 99 | % | | 99 | % | | 100 | % | |
Howell, MI | 314,438 |
| | 95 | % | | 94 | % | | 98 | % | |
Mashantucket, CT (Foxwoods) | 311,593 |
| | 95 | % | | 95 | % | | 94 | % | |
Williamsburg, IA | 276,331 |
| | 93 | % | | 93 | % | | 97 | % | |
Tilton, NH | 250,107 |
| | 94 | % | | 94 | % | | 93 | % | |
Hershey, PA | 249,696 |
| | 99 | % | | 100 | % | | 100 | % | |
Hilton Head II, SC | 206,564 |
| | 92 | % | | 92 | % | | 96 | % | |
Ocean City, MD | 199,425 |
| | 96 | % | | 96 | % | | 98 | % | |
Hilton Head I, SC | 181,670 |
| | 97 | % | | 97 | % | | 99 | % | |
Terrell, TX | 177,800 |
| | 95 | % | | 96 | % | | 96 | % | |
Blowing Rock, NC | 104,009 |
| | 96 | % | | 96 | % | | 98 | % | |
Nags Head, NC | 82,161 |
| | 98 | % | | 100 | % | | 100 | % | |
Total | 12,923,009 |
| | 96 | % | (1) | 96 | % | (1) | 97 | % | (2) |
| |
(1) | Excludes the occupancy rate at our Fort Worth outlet center which opened during the fourth quarter of 2017 and has not yet stabilized. |
| |
(2) | Excludes the occupancy rate at our Daytona Beach outlet center which opened during the fourth quarter of 2016 and had not yet stabilized. |
5
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Unconsolidated joint venture properties |
| | | | | | | | | | | | |
Location | Total GLA 9/30/18 | | % Occupied 9/30/18 | | % Occupied 6/30/18 | | % Occupied 9/30/17 | |
Charlotte, NC | 397,857 |
| | 99 | % | | 99 | % | | 99 | % | |
Columbus, OH | 355,245 |
| | 96 | % | | 95 | % | | 96 | % | |
Ottawa, ON | 355,003 |
| | 94 | % | | 94 | % | | 93 | % | |
Texas City, TX (Galveston/Houston) | 352,705 |
| | 95 | % | | 95 | % | | 99 | % | |
National Harbor, MD | 341,156 |
| | 95 | % | | 95 | % | | 98 | % | |
Cookstown, ON | 307,779 |
| | 100 | % | | 99 | % | | 98 | % | |
Bromont, QC | 161,307 |
| | 80 | % | | 73 | % | | 72 | % | |
Saint-Sauveur, QC | 99,405 |
| | 96 | % | | 89 | % | | 96 | % | |
Total | 2,370,457 |
| | 95 | % | | 94 | % | | 95 | % | (1) |
| |
(1) | Excludes the occupancy rate at our Columbus outlet center which opened in June 2016 and had not yet stabilized. |
6
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Portfolio Occupancy at the End of Each Period (1)
(1) Excludes unconsolidated outlet centers. See table on page 4.
7
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Average Tenant Sales Per Square Foot by Outlet Center Ranking As of September 30, 2018 (1)
|
| | | | | | | | | | | | | |
Ranking (2) | 12 Months SPSF | Period End Occupancy | Sq Ft (thousands) | % of Square Feet | % of Portfolio NOI (3) |
Consolidated Centers | | | | |
Centers 1 - 5 | $ | 520 |
| 97 | % | 2,793 |
| 22 | % | 30 | % |
Centers 6 - 10 | $ | 437 |
| 98 | % | 1,842 |
| 15 | % | 17 | % |
Centers 11 - 15 | $ | 392 |
| 98 | % | 1,544 |
| 12 | % | 12 | % |
Centers 16 - 20 | $ | 358 |
| 94 | % | 1,914 |
| 15 | % | 15 | % |
Centers 21 - 25 | $ | 317 |
| 95 | % | 1,703 |
| 14 | % | 12 | % |
Centers 26 - 30 | $ | 287 |
| 97 | % | 1,606 |
| 13 | % | 9 | % |
Centers 31 - 35 | $ | 246 |
| 95 | % | 1,169 |
| 9 | % | 5 | % |
| | | | | |
Ranking (2) | Cumulative 12 Months SPSF | Cumulative Period End Occupancy | Cumulative Sq Ft (thousands) | Cumulative % of Square Feet | Cumulative % of Portfolio NOI (3) |
Consolidated Centers | | | | |
Centers 1 - 5 | $ | 520 |
| 97 | % | 2,793 |
| 22 | % | 30 | % |
Centers 1 - 10 | $ | 485 |
| 97 | % | 4,635 |
| 37 | % | 47 | % |
Centers 1 - 15 | $ | 461 |
| 97 | % | 6,179 |
| 49 | % | 59 | % |
Centers 1 - 20 | $ | 436 |
| 97 | % | 8,093 |
| 64 | % | 74 | % |
Centers 1 - 25 | $ | 415 |
| 96 | % | 9,796 |
| 78 | % | 86 | % |
Centers 1 - 30 | $ | 396 |
| 97 | % | 11,402 |
| 91 | % | 95 | % |
Centers 1 - 35 | $ | 383 |
| 96 | % | 12,571 |
| 100 | % | 100 | % |
| | | | | |
Unconsolidated centers (4) | $ | 456 |
| 97 | % | 1,447 |
| n/a |
| n/a |
|
Domestic centers (5) | $ | 390 |
| 96 | % | 14,018 |
| n/a |
| n/a |
|
| |
(1) | Sales are based on reports for the trailing 12 months by retailers which have occupied outlet center stores for a minimum of 12 months. Sales per square foot are based on all stores less than 20,000 square feet in size. Centers are ranked by sales per square foot for the trailing twelve months ended September 30, 2018. Excludes outlet centers open less than 12 full calendar months and centers which have not yet stabilized (Fort Worth, Texas opened in October 2017). |
| | | | | | | |
(2) | Outlet centers included in each ranking group above are as follows (in alphabetical order): |
| Centers 1 - 5: | Deer Park, NY | Mebane, NC | Rehoboth, DE | Riverhead I, NY | Sevierville, TN | |
| Centers 6 - 10: | Branson, MO | Lancaster, PA | Locust Grove, GA | Myrtle Beach 17, SC | Westgate, AZ | |
| Centers 11 - 15: | Charleston, SC | Grand Rapids, MI | Hershey, PA | Hilton Head I, SC | Pittsburgh, PA | |
| Centers 16 - 20: | Atlantic City, NJ | Foxwoods, CT | Gonzales, LA | Park City, UT | San Marcos, TX | |
| Centers 21 - 25: | Foley, AL | Howell, MI | Nags Head, NC | Savannah, GA | Southaven (Memphis), MS | |
| Centers 26 - 30: | Commerce, GA | Daytona Beach, FL | Hilton Head II, SC | Myrtle Beach 501, SC | Tilton, NH | |
| Centers 31 - 34: | Blowing Rock, NC | Jeffersonville, OH | Ocean City, MD | Terrell, TX | Williamsburg, IA | |
| | | | | | | |
(3) | Based on the Company's forecast of Portfolio NOI (see non-GAAP definitions). The Company's forecast is based on management's estimates as of September 30, 2018 and may be considered a forward-looking statement which is subject to risks and uncertainties. Actual results could differ materially from those projected due to various factors including, but not limited to, the risks associated with general economic and real estate conditions. For a more detailed discussion of the factors that affect operating results, interested parties should review the Tanger Factory Outlet Centers, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2017. |
| |
(4) | Includes domestic outlet centers open 12 full calendar months (in alphabetical order): |
| Unconsolidated: | Charlotte, NC | Columbus, OH | National Harbor, MD | Texas City (Houston), TX | |
(5) | Includes consolidated portfolio and domestic unconsolidated joint ventures |
8
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Top 25 Tenants Based on Percentage to Total Annualized Base Rent
As of September 30, 2018 (1)
|
| | | | | | | | | | | | | | | |
Consolidated | | Unconsolidated |
Tenant | Brands | # of Stores | | GLA | | % of Total GLA | | % of Total Annualized Base Rent (2) | | # of Stores |
Ascena Retail Group, Inc. | Dress Barn, Loft, Ann Taylor, Justice, Lane Bryant, Maurices, roz & ALI | 145 |
| | 876,450 |
| | 6.8 | % | | 7.0 | % | | 18 |
|
The Gap, Inc. | Gap, Banana Republic, Old Navy | 98 |
| | 1,034,948 |
| | 8.0 | % | | 5.8 | % | | 17 |
|
PVH Corp. | Tommy Hilfiger, Van Heusen, Calvin Klein | 67 |
| | 410,108 |
| | 3.2 | % | | 3.8 | % | | 15 |
|
Under Armour, Inc. | Under Armour, Under Armour Kids | 33 |
| | 257,375 |
| | 2.0 | % | | 2.7 | % | | 6 |
|
Nike, Inc. | Nike, Converse, Hurley | 44 |
| | 468,184 |
| | 3.6 | % | | 2.7 | % | | 11 |
|
G-III Apparel Group, Ltd. | Bass, Wilson's Leather, Donna Karan | 59 |
| | 273,742 |
| | 2.1 | % | | 2.6 | % | | 6 |
|
Tapestry, Inc. | Coach, Kate Spade | 47 |
| | 225,215 |
| | 1.7 | % | | 2.5 | % | | 10 |
|
American Eagle Outfitters, Inc. | American Eagle Outfitters, Aerie | 38 |
| | 268,167 |
| | 2.1 | % | | 2.4 | % | | 7 |
|
Carter's, Inc. | Carters, OshKosh B Gosh | 57 |
| | 250,990 |
| | 1.9 | % | | 2.3 | % | | 11 |
|
V. F. Corporation | VF Outlet, The North Face, Vans, Timberland, Lee/Wrangler | 33 |
| | 289,948 |
| | 2.2 | % | | 2.2 | % | | 4 |
|
Signet Jewelers Limited | Kay Jewelers, Zales, Jared Vault | 56 |
| | 127,225 |
| | 1.0 | % | | 1.9 | % | | 8 |
|
Michael Kors Holdings Limited | Michael Kors, Michael Kors Men's | 29 |
| | 136,241 |
| | 1.1 | % | | 1.9 | % | | 5 |
|
Hanesbrands Inc. | Hanesbrands, Maidenform, Champion | 41 |
| | 200,056 |
| | 1.5 | % | | 1.9 | % | | 2 |
|
Ralph Lauren Corporation | Polo Ralph Lauren, Polo Children, Polo Ralph Lauren Big & Tall, Lauren Ralph Lauren | 38 |
| | 380,955 |
| | 2.9 | % | | 1.8 | % | | 5 |
|
Adidas AG | Adidas, Reebok | 30 |
| | 187,275 |
| | 1.4 | % | | 1.7 | % | | 12 |
|
Chico's, FAS Inc. | Chicos, White House/Black Market, Soma Intimates | 47 |
| | 135,901 |
| | 1.1 | % | | 1.7 | % | | 6 |
|
Columbia Sportswear Company | Columbia Sportswear | 19 |
| | 148,892 |
| | 1.2 | % | | 1.6 | % | | 3 |
|
Caleres Inc. | Famous Footwear, Naturalizer, Allen Edmonds | 38 |
| | 188,647 |
| | 1.5 | % | | 1.6 | % | | 11 |
|
J. Crew Group, Inc. | J. Crew, J. Crew Men's | 29 |
| | 155,376 |
| | 1.2 | % | | 1.5 | % | | 4 |
|
Brooks Brothers Group, Inc. | Brooks Brothers | 28 |
| | 165,469 |
| | 1.3 | % | | 1.5 | % | | 5 |
|
Skechers USA, Inc | Skechers | 32 |
| | 144,313 |
| | 1.1 | % | | 1.5 | % | | 6 |
|
Express Inc. | Express Factory | 24 |
| | 167,418 |
| | 1.3 | % | | 1.5 | % | | 4 |
|
Children's Place, Inc. | Children's Place | 25 |
| | 150,526 |
| | 1.2 | % | | 1.4 | % | | 5 |
|
Rack Room Shoes, Inc. | Rack Room Shoes | 24 |
| | 139,559 |
| | 1.1 | % | | 1.3 | % | | 2 |
|
Eddie Bauer, LLC | Eddie Bauer | 21 |
| | 144,870 |
| | 1.1 | % | | 1.3 | % | | 4 |
|
Total of Top 25 tenants | | 1,102 |
| | 6,927,850 |
| | 53.6 | % | | 58.1 | % | | 187 |
|
| |
(1) | Excludes leases that have been entered into but which tenant has not yet taken possession, temporary leases and month-to month leases. |
| |
(2) | Annualized base rent is defined as the minimum monthly payments due as of the end of the reporting period annualized, excluding periodic contractual fixed increases. Include rents which are based on a percentage of sales in lieu of fixed contractual rents. |
9
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Lease Expirations as of September 30, 2018
Percentage of Total Gross Leasable Area (1)
Percentage of Total Annualized Base Rent (1)
(1) Excludes unconsolidated outlet centers. See table on page 4.
10
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Capital expenditures (in thousands)
|
| | | | | | | | |
| | Nine months ended |
| | September 30, |
| | 2018 | | 2017 |
Value-enhancing: | | | | |
New center developments and expansions | | $ | 6,398 |
| | $ | 87,486 |
|
Other | | 1,419 |
| | 2,962 |
|
| | 7,817 |
| | 90,448 |
|
Recurring capital expenditures: | | | | |
Second generation tenant allowances | | 11,588 |
| | 15,815 |
|
Operational capital expenditures | | 14,510 |
| | 17,094 |
|
Major outlet center renovations | | 1,973 |
| | 13,813 |
|
| | 28,071 |
| | 46,722 |
|
Total additions to rental property-accrual basis | | 35,888 |
| | 137,170 |
|
Conversion from accrual to cash basis | | 17,461 |
| | (4,558 | ) |
Total additions to rental property-cash basis | | $ | 53,349 |
| | $ | 132,612 |
|
11
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Leasing Activity (1) |
| | | | | | | |
TTM ended | 09/30/2018 | | 09/30/2017 |
Re-tenanted Space (terms greater than 12 months)(1): | |
| | |
|
Number of leases | 94 |
| | 80 |
|
Gross leasable area | 392,670 |
| | 276,179 |
|
New initial rent per square foot | $ | 33.64 |
| | $ | 37.33 |
|
Prior expiring rent per square foot | $ | 32.47 |
| | $ | 33.91 |
|
Percent increase (2) | 3.6 | % | | 10.1 | % |
| | | |
New straight line rent per square foot | $ | 36.76 |
| | $ | 41.96 |
|
Prior straight line rent per square foot | $ | 32.29 |
| | $ | 33.13 |
|
Percent increase (2) | 13.8 | % | | 26.7 | % |
| | | |
Renewed Space (terms greater than 12 months)(1): | | | |
Number of leases | 211 |
| | 208 |
|
Gross leasable area | 1,103,411 |
| | 961,097 |
|
New initial rent per square foot | $ | 30.31 |
| | $ | 32.15 |
|
Prior expiring rent per square foot | $ | 29.06 |
| | $ | 29.74 |
|
Percent increase | 4.3 | % | | 8.1 | % |
| | | |
New straight line rent per square foot | $ | 31.41 |
| | $ | 34.17 |
|
Prior straight line rent per square foot | $ | 28.46 |
| | $ | 29.26 |
|
Percent increase | 10.4 | % | | 16.8 | % |
| | | |
Total Re-tenanted and Renewed Space (terms greater than 12 months)(1): | | | |
Number of leases | 305 |
| | 288 |
|
Gross leasable area | 1,496,081 |
| | 1,237,276 |
|
New initial rent per square foot | $ | 31.19 |
| | $ | 33.31 |
|
Prior expiring rent per square foot | $ | 29.95 |
| | $ | 30.67 |
|
Percent increase (2) | 4.1 | % | | 8.6 | % |
| | | |
New straight line rent per square foot | $ | 32.81 |
| | $ | 35.91 |
|
Prior straight line rent per square foot | $ | 29.47 |
| | $ | 30.12 |
|
Percent increase (2) | 11.4 | % | | 19.2 | % |
| | | |
Total Re-tenanted and Renewed Space (all terms)(3): | | | |
Number of leases | 361 |
| | 334 |
|
Gross leasable area | 1,758,296 |
| | 1,403,978 |
|
New initial rent per square foot | $ | 29.70 |
| | $ | 32.11 |
|
Prior expiring rent per square foot | $ | 29.90 |
| | $ | 30.38 |
|
Percent increase (decrease) (2) | (0.6 | )% | | 5.7 | % |
| | | |
New straight line rent per square foot | $ | 31.09 |
| | $ | 34.40 |
|
Prior straight line rent per square foot | $ | 29.30 |
| | $ | 29.82 |
|
Percent increase (2) | 6.1 | % | | 15.4 | % |
| |
(1) | Represents change in rent (base rent and common area maintenance) for leases for a term of more than 12 months for new stores that opened or renewals that started during the respective trailing twelve month periods within the consolidated portfolio |
| |
(2) | Excludes leases related to re-merchandising projects (see rent spreads including these leases on the following page) |
| |
(3) | Represents change in rent (base rent and common area maintenance) for all leases for new stores that opened or renewals that started during the respective trailing twelve month periods within the consolidated portfolio, except for license agreements, seasonal tenants, and month-to-month leases |
12
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Leasing Activity Including Re-merchandising Projects
|
| | | | | | |
TTM ended | 09/30/2018 | 09/30/2017 |
| | |
Number of leases related to re-merchandising projects | 3 |
| 6 |
|
Gross leasable area of these leases | 62,772 |
| 102,441 |
|
| | |
| | |
Re-tenanted Space (terms greater than 12 months)(1): | | |
|
Number of leases | 97 |
| 86 |
|
Gross leasable area | 455,442 |
| 378,620 |
|
New initial rent per square foot | $ | 31.35 |
| $ | 31.33 |
|
Prior expiring rent per square foot | $ | 30.28 |
| $ | 32.08 |
|
Percent increase | 3.5 | % | (2.4 | )% |
| | |
New straight line rent per square foot | $ | 34.09 |
| $ | 34.78 |
|
Prior straight line rent per square foot | $ | 30.13 |
| $ | 31.42 |
|
Percent increase | 13.1 | % | 10.7 | % |
| | |
Total Re-tenanted and Renewed Space (terms greater than 12 months)(1): | | |
|
Number of leases | 308 |
| 294 |
|
Gross leasable area | 1,558,853 |
| 1,339,717 |
|
New initial rent per square foot | $ | 30.62 |
| $ | 31.92 |
|
Prior expiring rent per square foot | $ | 29.42 |
| $ | 30.40 |
|
Percent increase | 4.1 | % | 5.0 | % |
| | |
New straight line rent per square foot | $ | 32.19 |
| $ | 34.34 |
|
Prior straight line rent per square foot | $ | 28.95 |
| $ | 29.87 |
|
Percent increase | 11.2 | % | 15.0 | % |
| | |
| | |
Re-tenanted Space (all terms)(2): | | |
|
Number of leases | 99 |
| 87 |
|
Gross leasable area | 478,289 |
| 380,420 |
|
New initial rent per square foot | $ | 30.31 |
| $ | 31.32 |
|
Prior expiring rent per square foot | $ | 30.25 |
| $ | 32.05 |
|
Percent increase | 0.2 | % | (2.3 | )% |
| | |
New straight line rent per square foot | $ | 32.92 |
| $ | 34.76 |
|
Prior straight line rent per square foot | $ | 29.98 |
| $ | 31.39 |
|
Percent increase | 9.8 | % | 10.7 | % |
| | |
Total Re-tenanted and Renewed Space (all terms)(2): | | |
|
Number of leases | 364 |
| 340 |
|
Gross leasable area | 1,821,068 |
| 1,506,419 |
|
New initial rent per square foot | $ | 29.27 |
| $ | 30.96 |
|
Prior expiring rent per square foot | $ | 29.44 |
| $ | 30.16 |
|
Percent increase (decrease) | (0.6 | )% | 2.6 | % |
| | |
New straight line rent per square foot | $ | 30.61 |
| $ | 33.11 |
|
Prior straight line rent per square foot | $ | 28.86 |
| $ | 29.62 |
|
Percent increase | 6.1 | % | 11.8 | % |
| |
(1) | Represents change in rent (base rent and common area maintenance) for leases for a term of more than 12 months for new stores that opened or renewals that started during the respective trailing twelve month periods within the consolidated portfolio |
| |
(2) | Represents change in rent (base rent and common area maintenance) for all leases for new stores that opened or renewals that started during the respective trailing twelve month periods within the consolidated portfolio, except for license agreements, seasonal tenants, and month-to-month leases |
13
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Consolidated Balance Sheets (dollars in thousands)
|
| | | | | | | |
| September 30, | | December 31, |
| 2018 | | 2017 |
Assets | | | |
Rental property: | | | |
Land | $ | 278,632 |
| | $ | 279,978 |
|
Buildings, improvements and fixtures | 2,755,698 |
| | 2,793,638 |
|
Construction in progress | 762 |
| | 14,854 |
|
| 3,035,092 |
| | 3,088,470 |
|
Accumulated depreciation | (953,158 | ) | | (901,967 | ) |
Total rental property, net | 2,081,934 |
| | 2,186,503 |
|
Cash and cash equivalents | 4,404 |
| | 6,101 |
|
Investments in unconsolidated joint ventures | 111,305 |
| | 119,436 |
|
Deferred lease costs and other intangibles, net | 120,064 |
| | 132,061 |
|
Prepaids and other assets | 103,910 |
| | 96,004 |
|
Total assets | $ | 2,421,617 |
| | $ | 2,540,105 |
|
| | | |
Liabilities and Equity | | | |
Liabilities | | | |
Debt: | | | |
Senior, unsecured notes, net | $ | 1,136,184 |
| | $ | 1,134,755 |
|
Unsecured term loan, net | 323,416 |
| | 322,975 |
|
Mortgages payable, net | 88,359 |
| | 99,761 |
|
Unsecured lines of credit, net | 199,701 |
| | 206,160 |
|
Total debt | 1,747,660 |
| | 1,763,651 |
|
Accounts payable and accrued expenses | 70,132 |
| | 90,416 |
|
Other liabilities | 79,342 |
| | 73,736 |
|
Total liabilities | 1,897,134 |
| | 1,927,803 |
|
Commitments and contingencies | | | |
Equity | | | |
Tanger Factory Outlet Centers, Inc.: | | | |
Common shares, $.01 par value, 300,000,000 shares authorized, 93,907,034 and 94,560,536 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 939 |
| | 946 |
|
Paid in capital | 774,724 |
| | 784,782 |
|
Accumulated distributions in excess of net income | (259,258 | ) | | (184,865 | ) |
Accumulated other comprehensive loss | (18,413 | ) | | (19,285 | ) |
Equity attributable to Tanger Factory Outlet Centers, Inc. | 497,992 |
| | 581,578 |
|
Equity attributable to noncontrolling interests: | | | |
Noncontrolling interests in Operating Partnership | 26,491 |
| | 30,724 |
|
Noncontrolling interests in other consolidated partnerships | — |
| | — |
|
Total equity | 524,483 |
| | 612,302 |
|
Total liabilities and equity | $ | 2,421,617 |
| | $ | 2,540,105 |
|
14
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Consolidated Statements of Operations (in thousands, except per share data)
|
| | | | | | | | | | | | | | | |
| Three months ended | | Nine months ended |
| September 30, | | September 30, |
| 2018 | | 2017 | | 2018 | | 2017 |
Revenues: | | | | | | | |
Base rentals | $ | 82,323 |
| | $ | 80,349 |
| | $ | 244,781 |
| | $ | 241,467 |
|
Percentage rentals | 3,210 |
| | 3,138 |
| | 6,666 |
| | 6,798 |
|
Expense reimbursements | 35,468 |
| | 34,180 |
| | 107,876 |
| | 104,801 |
|
Management, leasing and other services | 583 |
| | 588 |
| | 1,826 |
| | 1,776 |
|
Other income | 2,652 |
| | 2,510 |
| | 6,333 |
| | 6,905 |
|
Total revenues | 124,236 |
| | 120,765 |
| | 367,482 |
| | 361,747 |
|
Expenses: | | | | | | | |
Property operating | 39,653 |
| | 37,571 |
| | 119,817 |
| | 115,074 |
|
General and administrative | 10,752 |
| | 10,934 |
| | 32,861 |
| | 33,846 |
|
Abandoned pre-development costs | — |
| | (99 | ) | | — |
| | 528 |
|
Impairment charge | 49,739 |
| | — |
| | 49,739 |
| | — |
|
Depreciation and amortization | 32,850 |
| | 30,976 |
| | 98,667 |
| | 95,175 |
|
Total expenses | 132,994 |
| | 79,382 |
| | 301,084 |
| | 244,623 |
|
Operating income (loss) | (8,758 | ) | | 41,383 |
| | 66,398 |
| | 117,124 |
|
Other income (expense): | | | | | | | |
Interest expense | (16,367 | ) | | (16,489 | ) | | (48,348 | ) | | (49,496 | ) |
Loss on early extinguishment of debt | — |
| | (35,626 | ) | | — |
| | (35,626 | ) |
Gain on sale of assets | — |
| | — |
| | — |
| | 6,943 |
|
Other non-operating income | 261 |
| | 591 |
| | 661 |
| | 683 |
|
Income (loss) before equity in earnings (losses) of unconsolidated joint ventures | (24,864 | ) | | (10,141 | ) | | 18,711 |
| | 39,628 |
|
Equity in earnings (losses) of unconsolidated joint ventures | 1,833 |
| | (5,893 | ) | | 6,233 |
| | (1,201 | ) |
Net income (loss) | (23,031 | ) | | (16,034 | ) | | 24,944 |
| | 38,427 |
|
Noncontrolling interests in Operating Partnership | 1,172 |
| | 815 |
| | (1,274 | ) | | (1,920 | ) |
Noncontrolling interests in other consolidated partnerships | — |
| | — |
| | 278 |
| | — |
|
Net income (loss) attributable to Tanger Factory Outlet Centers, Inc. | (21,859 | ) | | (15,219 | ) | | 23,948 |
| | 36,507 |
|
Allocation of earnings to participating securities | (313 | ) | | (306 | ) | | (889 | ) | | (907 | ) |
Net income (loss) available to common shareholders of Tanger Factory Outlet Centers, Inc. | $ | (22,172 | ) | | $ | (15,525 | ) | | $ | 23,059 |
| | $ | 35,600 |
|
| | | | | | | |
Basic earnings per common share: | | | | | | | |
Net income (loss) | $ | (0.24 | ) | | $ | (0.17 | ) | | $ | 0.25 |
| | $ | 0.38 |
|
| | | | | | | |
Diluted earnings per common share: | | | | | | | |
Net income (loss) | $ | (0.24 | ) | | $ | (0.17 | ) | | $ | 0.25 |
| | $ | 0.38 |
|
15
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Unconsolidated Joint Venture Information
The following table details certain information as of September 30, 2018, except for Net Operating Income ("NOI") which is for the nine months ended September 30, 2018, about various unconsolidated real estate joint ventures in which we have an ownership interest (dollars in millions): |
| | | | | | | | | | | | | | | | | | | | |
Joint Venture | | Center Location | | Tanger's Ownership % | | Square Feet | | Tanger's Share of Total Assets | | Tanger's Share of NOI | | Tanger's Share of Net Debt (1) |
Charlotte | | Charlotte, NC | | 50.0 | % | | 397,857 |
| | $ | 40.3 |
| | $ | 5.4 |
| | $ | 49.7 |
|
Columbus | | Columbus, OH | | 50.0 | % | | 355,245 |
| | 41.3 |
| | 3.7 |
| | 42.3 |
|
Galveston/Houston | | Texas City, TX | | 50.0 | % | | 352,705 |
| | 25.2 |
| | 3.1 |
| | 39.8 |
|
National Harbor | | National Harbor, MD | | 50.0 | % | | 341,156 |
| | 44.4 |
| | 3.9 |
| | 43.4 |
|
RioCan Canada (2) | | Various | | 50.0 | % | | 923,494 |
| | 115.1 |
| | 5.2 |
| | 5.1 |
|
Total | | | | | | 2,370,457 |
| | $ | 266.3 |
| | $ | 21.3 |
| | $ | 180.3 |
|
| |
(1) | Net of debt origination costs and premiums. |
| |
(2) | Includes a 161,307 square foot center in Bromont, Quebec; a 307,779 square foot center in Cookstown, Ontario; a 355,003 square foot center in Ottawa, Ontario; and a 99,405 square foot center in Saint-Sauveur, Quebec. |
16
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Debt Outstanding Summary
As of September 30, 2018
(dollars in thousands) |
| | | | | | | | | | | | | | | | | | |
| Total Debt Outstanding | | Our Share of Debt | | Stated Interest Rate | | End of Period Effective Interest Rate(1) | | Maturity Date (2) | | Weighted Average Years to Maturity (2) |
Consolidated Debt: | | | | | | | | | | | |
Unsecured debt: | |
| | | | | | | | | | |
Unsecured lines of credit(3) | $ | 203,100 |
| | $ | 203,100 |
| | LIBOR + 0.875% |
| | 3.1 | % | | 10/28/2022 | | 4.1 |
|
2023 Senior unsecured notes | 250,000 |
| | 250,000 |
| | 3.875% |
| | 4.1 | % | | 12/1/2023 | | 5.2 |
|
2024 Senior unsecured notes | 250,000 |
| | 250,000 |
| | 3.75 | % | | 3.8 | % | | 12/1/2024 | | 6.2 |
|
2026 Senior unsecured notes | 350,000 |
| | 350,000 |
| | 3.125 | % | | 3.2 | % | | 9/1/2026 | | 7.9 |
|
2027 Senior unsecured notes | 300,000 |
| | 300,000 |
| | 3.875 | % | | 3.9 | % | | 7/15/2027 | | 8.8 |
|
Unsecured term loan(4) | 325,000 |
| | 325,000 |
| | LIBOR + 0.95% |
| | 2.5 | % | | 4/13/2021 | | 2.5 |
|
Net debt discounts and debt origination costs | (18,799 | ) | | (18,799 | ) | | |
| | | | | | |
Total net unsecured debt | 1,659,301 |
| | 1,659,301 |
| | |
| | 3.5 | % | | | | 5.9 |
|
Secured mortgage debt: | | | | | | | | | | | |
Atlantic City, NJ | 35,091 |
| | 35,091 |
| | 5.14% - 7.65% |
| | 5.1 | % | | 11/15/2021 - 12/8/2026 | | 6.2 |
|
Southaven, MS | 51,400 |
| | 51,400 |
| | LIBOR + 1.80% |
| | 4.2 | % | | 4/29/2023 | | 4.6 |
|
Debt premium and debt origination costs | 1,868 |
| | 1,868 |
| | | | | | | | |
Total net secured mortgage debt | 88,359 |
| | 88,359 |
| | | | 4.6 | % | | | | 5.2 |
|
Total consolidated debt | 1,747,660 |
| | 1,747,660 |
| | | | 3.5 | % | | | | 5.9 |
|
Unconsolidated JV debt: | |
| | | | |
| | | | | | |
Charlotte(5) | 100,000 |
| | 50,000 |
| | 4.27 | % | | 4.3 | % | | 7/1/2028 | | 9.8 |
|
Columbus | 85,000 |
| | 42,500 |
| | LIBOR + 1.65% |
| | 3.9 | % | | 11/28/2021 | | 3.2 |
|
Galveston/Houston | 80,000 |
| | 40,000 |
| | LIBOR + 1.65% |
| | 3.9 | % | | 7/1/2022 | | 3.8 |
|
National Harbor | 87,000 |
| | 43,500 |
| | LIBOR + 1.65% |
| | 3.9 | % | | 11/13/2019 | | 1.1 |
|
RioCan Canada | 9,998 |
| | 4,999 |
| | 5.75 | % | | 4.2 | % | | 5/10/2020 | | 1.6 |
|
Debt premium and debt origination costs | (1,399 | ) | | (700 | ) | | | | | | | | |
Total unconsolidated JV net debt | 360,599 |
| | 180,299 |
| | |
| | 4.0 | % | | | | 4.6 |
|
Total | $ | 2,108,259 |
| | $ | 1,927,959 |
| | | | 3.6 | % | | | | 5.6 |
|
| |
(1) | The effective interest rate includes the impact of discounts and premiums and interest rate swap agreements, as applicable. See page 18 for additional details. |
| |
(2) | Includes applicable extensions available at our option. |
| |
(3) | The Company has unsecured lines of credit that provide for borrowings of up to $600.0 million. The unsecured lines of credit include a $20.0 million liquidity line and a $580.0 million syndicated line. A 15 basis point facility fee is due annually on the entire committed amount of each facility. The syndicated line may be increased up to $1.2 billion through an accordion feature in certain circumstances. |
| |
(4) | In October 2018, we amended and restated our unsecured term loan, increasing the size of the loan from $325.0 million to $350.0 million, extending maturity from April 2021 to April 2024, and reducing the interest rate spread over LIBOR from 0.95% to 0.90%. The $25.0 million of proceeds were used to pay down the balances outstanding under our unsecured lines of credit. |
| |
(5) | In June 2018, the joint venture closed on a $100.0 million mortgage loan with a fixed interest rate of 4.3% and a maturity date of July 2028. The proceeds from the loan were used to pay off the $90.0 million mortgage loan with an interest rate of LIBOR + 1.45% that had an original maturity date of November 2018. The joint venture distributed the incremental net loan proceeds of $9.3 million equally to the partners. |
17
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Summary of Our Share of Fixed and Variable Rate Debt
As of September 30, 2018
(dollars in thousands)
|
| | | | | | | | | | | |
| Total Debt % | | Our Share of Debt | | End of Period Effective Interest Rate | | Average Years to Maturity (1) |
| |
| | | | | | |
Consolidated: | | | | | | | |
Fixed (2) | 88 | % | | $ | 1,536,811 |
| | 3.5 | % | | 6.1 |
Variable | 12 | % | | 210,849 |
| | 3.6 | % | | 4.1 |
| 100 | % | | 1,747,660 |
| | 3.5 | % | | 5.9 |
Unconsolidated Joint ventures: | | |
|
| | | | |
Fixed | 30 | % | | $ | 54,854 |
| | 4.3 | % | | 9.0 |
Variable | 70 | % | | 125,445 |
| | 3.9 | % | | 2.6 |
| 100 | % | | 180,299 |
| | 4.0 | % | | 4.6 |
Total: | | | | | | | |
Fixed | 83 | % | | 1,591,665 |
| | 3.6 | % | | 6.3 |
Variable | 17 | % | | 336,294 |
| | 3.8 | % | | 3.3 |
Total share of debt | 100 | % | | $ | 1,927,959 |
| | 3.6 | % | | 5.6 |
| |
(1) | Includes applicable extensions available at our option. |
| |
(2) | The effective interest rate includes interest rate swap agreements that fix the base LIBOR rate at a weighted average of 1.7% on notional amounts aggregating $365.0 million as follows: |
| |
(a) | Interest rate swaps entered into in December 2017 to hedge our variable interest rate exposure on notional amounts aggregating $150.0 million. These interest rate swap agreements fix the base LIBOR rate at an average of 2.2% from August 14, 2018 through January 1, 2021. |
| |
(b) | Interest rate swaps entered into in April 2016 to hedge our variable interest rate exposure on notional amounts aggregating $175.0 million. These interest rate swap agreements fix the base LIBOR rate at an average of 1.03% through January 1, 2021, |
| |
(c) | In March 2018, the consolidated joint venture that owns the Tanger outlet center in Southaven, Mississippi, entered into an interest rate swap, effective March 1, 2018, that fixed the base LIBOR rate at 2.5% on a notional amount of $40.0 million through January 31, 2021. |
18
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Future Scheduled Principal Payments (dollars in thousands)(1)
As of September 30, 2018
|
| | | | | | | | | | | |
Year | Tanger Consolidated Payments | | Tanger's Share of Unconsolidated JV Payments | | Total Scheduled Payments |
2018 | $ | 813 |
| | $ | 75 |
| | $ | 888 |
|
2019 | 3,369 |
| | 43,813 |
| | 47,182 |
|
2020 | 3,566 |
| | 4,611 |
| | 8,177 |
|
2021 | 330,793 |
| | 42,500 |
| | 373,293 |
|
2022(2) | 207,536 |
| | 40,000 |
| | 247,536 |
|
2023 | 306,168 |
| | 346 |
| | 306,514 |
|
2024 | 255,140 |
| | 855 |
| | 255,995 |
|
2025 | 1,501 |
| | 892 |
| | 2,393 |
|
2026 | 355,705 |
| | 931 |
| | 356,636 |
|
2027 | 300,000 |
| | 972 |
| | 300,972 |
|
2028 & thereafter | — |
| | 46,004 |
| | 46,004 |
|
| $ | 1,764,591 |
| | $ | 180,999 |
| | $ | 1,945,590 |
|
Net debt discounts and debt origination costs | (16,931 | ) | | (700 | ) | | (17,631 | ) |
| $ | 1,747,660 |
| | $ | 180,299 |
| | $ | 1,927,959 |
|
| |
(1) | Includes applicable extensions available at our option. |
| |
(2) | Includes principal balance of $203.1 million outstanding under the Company's unsecured lines of credit. |
Senior Unsecured Notes Financial Covenants (1)
As of September 30, 2018
|
| | | | | | |
| Required | | Actual | | Compliance |
Total Consolidated Debt to Adjusted Total Assets | <60% | | 51 | % | | Yes |
Total Secured Debt to Adjusted Total Assets | <40% | | 3 | % | | Yes |
Total Unencumbered Assets to Unsecured Debt | >150% | | 184 | % | | Yes |
Consolidated Income Available for Debt Service to Annual Debt Service Charge | >1.5 | | 5.25 |
| | Yes |
| |
(1) | For a complete listing of all debt covenants related to the Company's Senior Unsecured Notes, as well as definitions of the above terms, please refer to the Company's filings with the Securities and Exchange Commission. |
19
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
NON-GAAP SUPPLEMENTAL MEASURES
Funds From Operations
Funds From Operations ("FFO") is a widely used measure of the operating performance for real estate companies that supplements net income (loss) determined in accordance with GAAP. We determine FFO based on the definition set forth by the National Association of Real Estate Investment Trusts ("NAREIT"), of which we are a member. FFO represents net income (loss) (computed in accordance with GAAP) before extraordinary items and gains (losses) on sale or disposal of depreciable operating properties, plus depreciation and amortization of real estate assets, impairment charges on depreciable real estate of consolidated real estate and after adjustments for unconsolidated partnerships and joint ventures, including depreciation and amortization, and impairment losses on investments in unconsolidated joint ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated joint ventures.
FFO is intended to exclude historical cost depreciation of real estate as required by GAAP which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization of real estate assets, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income.
We present FFO because we consider it an important supplemental measure of our operating performance. In addition, a portion of cash bonus compensation to certain members of management is based on our FFO or Adjusted Funds From Operations ("AFFO"), which is described in the section below. We believe it is useful for investors to have enhanced transparency into how we evaluate our performance and that of our management. In addition, FFO is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is also widely used by us and others in our industry to evaluate and price potential acquisition candidates. NAREIT has encouraged its member companies to report their FFO as a supplemental, industry-wide standard measure of REIT operating performance.
FFO has significant limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
| |
• | FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; |
| |
• | FFO does not reflect changes in, or cash requirements for, our working capital needs; |
| |
• | Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and FFO does not reflect any cash requirements for such replacements; |
| |
• | FFO, which includes discontinued operations, may not be indicative of our ongoing operations; and |
| |
• | Other companies in our industry may calculate FFO differently than we do, limiting its usefulness as a comparative measure. |
Because of these limitations, FFO should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or our dividend paying capacity. We compensate for these limitations by relying primarily on our GAAP results and using FFO only as a supplemental measure.
Adjusted Funds From Operations
We present AFFO as a supplemental measure of our performance. We define AFFO as FFO further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance. These further adjustments are itemized in the table below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating AFFO you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of AFFO should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
We present AFFO because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we believe it is useful for investors to have enhanced transparency into how we evaluate management’s performance and the effectiveness of our business strategies. We use AFFO when certain material, unplanned transactions occur as a factor in evaluating management's performance and to evaluate the effectiveness of our business strategies, and may use AFFO when determining incentive compensation.
20
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
AFFO has limitations as an analytical tool. Some of these limitations are:
| |
• | AFFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; |
| |
• | AFFO does not reflect changes in, or cash requirements for, our working capital needs; |
| |
• | Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and AFFO does not reflect any cash requirements for such replacements; |
| |
• | AFFO does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and |
| |
• | Other companies in our industry may calculate AFFO differently than we do, limiting its usefulness as a comparative measure. |
Because of these limitations, AFFO should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using AFFO only as a supplemental measure.
Funds Available for Distribution
Funds Available for Distribution ("FAD") is a non-GAAP financial measure that we define as FFO, excluding corporate depreciation, amortization of finance costs, amortization of net debt discount (premium), amortization of share-based compensation, straight line rent amounts, market rent amounts, less 2nd generation tenant allowances, capital improvement expenditures, and our share of the items listed above for our unconsolidated joint ventures. Investors, analysts and the Company utilize FAD as an indicator of common dividend potential. The FAD payout ratio, which represents regular distributions to common shareholders and unit holders of the Operating Partnership expressed as a percentage of FAD, facilitates the comparison of dividend coverage between REITs.
We believe that net income (loss) is the most directly comparable GAAP financial measure to FAD. FAD does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of liquidity or our ability to make distributions. Other companies in our industry may calculate FAD differently than we do, limiting its usefulness as a comparative measure.
Portfolio Net Operating Income and Same Center Net Operating Income
We present portfolio net operating income ("Portfolio NOI") and same center net operating income ("Same Center NOI") as supplemental measures of our operating performance. Portfolio NOI represents our property level net operating income which is defined as total operating revenues less property operating expenses and excludes termination fees and non-cash adjustments including straight-line rent, net above and below market rent amortization and gains or losses on the sale of outparcels recognized during the periods presented. We define Same Center NOI as Portfolio NOI for the properties that were operational for the entire portion of both comparable reporting periods and which were not acquired, or subject to a material expansion or non-recurring event, such as a natural disaster, during the comparable reporting periods.
We believe Portfolio NOI and Same Center NOI are non-GAAP metrics used by industry analysts, investors and management to measure the operating performance of our properties because they provide performance measures directly related to the revenues and expenses involved in owning and operating real estate assets and provide a perspective not immediately apparent from net income, FFO or AFFO. Because Same Center NOI excludes properties developed, redeveloped, acquired and sold; as well as non-cash adjustments, gains or losses on the sale of outparcels and termination rents; it highlights operating trends such as occupancy levels, rental rates and operating costs on properties that were operational for both comparable periods. Other REITs may use different methodologies for calculating Portfolio NOI and Same Center NOI, and accordingly, our Portfolio NOI and Same Center NOI may not be comparable to other REITs.
Portfolio NOI and Same Center NOI should not be considered alternatives to net income (loss) or as an indicator of our financial performance since they do not reflect the entire operations of our portfolio, nor do they reflect the impact of general and administrative expenses, acquisition-related expenses, interest expense, depreciation and amortization costs, other non-property income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact our results from operations. Because of these limitations, Portfolio NOI and Same Center NOI should not be viewed in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Portfolio NOI and Same Center NOI only as supplemental measures.
21
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Non-GAAP Pro Rata Balance Sheet and Income Statement Information
The pro rata balance sheet and pro rata income statement information is not, and is not intended to be, a presentation in accordance with GAAP. The pro rata balance sheet and pro rata income statement information reflect our proportionate economic ownership of each asset in our portfolio that we do not wholly own. These assets may be found in the table found earlier in this report entitled, “Unconsolidated Joint Venture Information.” The amounts in the column labeled “Pro Rata Portion Unconsolidated Joint Ventures” were derived on a property-by-property basis by applying to each financial statement line item the ownership percentage interest used to arrive at our share of net income or loss during the period when applying the equity method of accounting. A similar calculation was performed for the amounts in the column labeled “Pro Rata Portion Noncontrolling interests.”
We do not control the unconsolidated joint ventures and the presentations of the assets and liabilities and revenues and expenses do not represent our legal claim to such items. The operating agreements of the unconsolidated joint ventures generally provide that partners may receive cash distributions (1) quarterly, to the extent there is available cash from operations, (2) upon a capital event, such as a refinancing or sale or (3) upon liquidation of the venture. The amount of cash each partner receives is based upon specific provisions of each operating agreement and vary depending on factors including the amount of capital contributed by each partner and whether any contributions are entitled to priority distributions. Upon liquidation of the joint venture and after all liabilities, priority distributions and initial equity contributions have been repaid, the partners generally would be entitled to any residual cash remaining based on the legal ownership percentage shown in the table found earlier in this report entitled “Unconsolidated Joint Venture Information”.
We provide pro rata balance sheet and income statement information because we believe it assists investors and analysts in estimating our economic interest in our unconsolidated joint ventures when read in conjunction with the Company’s reported results under GAAP. The presentation of pro rata financial information has limitations as an analytical tool. Some of these limitations include:
| |
• | The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and |
| |
• | Other companies in our industry may calculate their pro rata interest differently than we do, limiting the usefulness as a comparative measure. |
Because of these limitations, the pro rata balance sheet and income statement information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP results and using the pro rata balance sheet and income statement information only supplementally.
22
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Reconciliation of Net Income to FFO and AFFO (dollars and shares in thousands)
|
| | | | | | | | | | | | | | | | |
| | Three months ended | | Nine months ended |
| | September 30, | | September 30, |
| | 2018 | | 2017 | | 2018 | | 2017 |
Net income (loss) | | $ | (23,031 | ) | | $ | (16,034 | ) | | $ | 24,944 |
| | $ | 38,427 |
|
Adjusted for: | | | | | | | | |
Depreciation and amortization of real estate assets - consolidated | | 32,237 |
| | 30,396 |
| | 96,841 |
| | 93,634 |
|
Depreciation and amortization of real estate assets - unconsolidated joint ventures | | 3,466 |
| | 3,583 |
| | 10,020 |
| | 10,971 |
|
Impairment charge - consolidated | | 49,739 |
| | — |
| | 49,739 |
| | — |
|
Impairment charge - unconsolidated joint ventures | | — |
| | 9,021 |
| | — |
| | 9,021 |
|
Gain on sale of assets | | — |
| | — |
| | — |
| | (6,943 | ) |
FFO | | 62,411 |
| | 26,966 |
| | 181,544 |
| | 145,110 |
|
FFO attributable to noncontrolling interests in other consolidated partnerships | | — |
| | — |
| | 278 |
| | — |
|
Allocation of earnings to participating securities | | (560 | ) | | (306 | ) | | (1,571 | ) | | (1,346 | ) |
FFO available to common shareholders (1) | | $ | 61,851 |
| | $ | 26,660 |
| | $ | 180,251 |
| | $ | 143,764 |
|
As further adjusted for: | | | | | | | | |
Abandoned pre-development costs | | — |
| | (99 | ) | | — |
| | 528 |
|
Make-whole premium due to early extinguishment of debt (2) | | — |
| | 34,143 |
| | — |
| | 34,143 |
|
Write-off of debt discount and debt origination costs due to early extinguishment of debt (2) | | — |
| | 1,483 |
| | — |
| | 1,483 |
|
Impact of above adjustments to the allocation of earnings to participating securities | | — |
| | (249 | ) | | — |
| | (254 | ) |
AFFO available to common shareholders (1) | | $ | 61,851 |
| | $ | 61,938 |
| | $ | 180,251 |
| | $ | 179,664 |
|
FFO available to common shareholders per share - diluted (1) | | $ | 0.63 |
| | $ | 0.27 |
| | $ | 1.83 |
| | $ | 1.44 |
|
AFFO available to common shareholders per share - diluted (1) | | $ | 0.63 |
| | $ | 0.63 |
| | $ | 1.83 |
| | $ | 1.80 |
|
| | | | | | | | |
Weighted Average Shares: | | | | | | | | |
Basic weighted average common shares | | 93,109 |
| | 93,923 |
| | 93,349 |
| | 94,781 |
|
Effect of outstanding options and restricted common shares | | — |
| | — |
| | — |
| | 23 |
|
Diluted weighted average common shares (for earnings per share computations) | | 93,109 |
| | 93,923 |
| | 93,349 |
| | 94,804 |
|
Exchangeable operating partnership units | | 4,995 |
| | 5,028 |
| | 4,995 |
| | 5,028 |
|
Diluted weighted average common shares (for FFO and AFFO per share computations) (1) | | 98,104 |
| | 98,951 |
| | 98,344 |
| | 99,832 |
|
| |
(1) | Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's REIT status. |
| |
(2) | Due to charges related to the redemption of our $300.0 million 6.125% senior notes due 2020. |
23
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Reconciliation of FFO to FAD (dollars and shares in thousands) |
| | | | | | | | | | | | | | | | |
| | Three months ended | | Nine months ended |
| | September 30, | | September 30, |
| | 2018 | | 2017 | | 2018 | | 2017 |
FFO available to common shareholders | | $ | 61,851 |
| | $ | 26,660 |
| | $ | 180,251 |
| | $ | 143,764 |
|
Adjusted for: | | | | | | | | |
Corporate depreciation excluded above | | 613 |
| | 580 |
| | 1,826 |
| | 1,541 |
|
Amortization of finance costs | | 748 |
| | 1,655 |
| | 2,280 |
| | 3,404 |
|
Amortization of net debt discount (premium) | | 105 |
| | 837 |
| | 309 |
| | 1,082 |
|
Amortization of equity-based compensation | | 3,769 |
| | 3,318 |
| | 10,814 |
| | 10,114 |
|
Straight line rent adjustment | | (1,450 | ) | | (1,456 | ) | | (4,744 | ) | | (4,749 | ) |
Market rent adjustment | | 729 |
| | 416 |
| | 1,980 |
| | 2,107 |
|
2nd generation tenant allowances | | (3,262 | ) | | (5,573 | ) | | (11,588 | ) | | (14,788 | ) |
Capital improvements | | (5,562 | ) | | (9,567 | ) | | (16,483 | ) | | (30,907 | ) |
Adjustments from unconsolidated joint ventures | | (456 | ) | | (269 | ) | | (875 | ) | | (1,411 | ) |
FAD available to common shareholders (1) | | $ | 57,085 |
| | $ | 16,601 |
| | $ | 163,770 |
| | $ | 110,157 |
|
Dividends per share | | $ | 0.3500 |
| | $ | 0.3425 |
| | $ | 1.0425 |
| | $ | 1.0100 |
|
FFO payout ratio | | 56 | % | | 127 | % | | 57 | % | | 70 | % |
FAD payout ratio | | 60 | % | | 201 | % | | 62 | % | | 92 | % |
Diluted weighted average common shares (1) | | 98,104 |
| | 98,951 |
| | 98,344 |
| | 99,832 |
|
| |
(1) | Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's REIT status. |
24
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Reconciliation of Net Income to Portfolio NOI and Same Center NOI for the consolidated portfolio (in thousands)
|
| | | | | | | | | | | | | | | | |
| | Three months ended | | Nine months ended |
| | September 30, | | September 30, |
| | 2018 | | 2017 | | 2018 | | 2017 |
Net income (loss) | | $ | (23,031 | ) | | $ | (16,034 | ) | | $ | 24,944 |
| | $ | 38,427 |
|
Adjusted to exclude: | | | | | | | | |
Equity in (earnings) losses of unconsolidated joint ventures | | (1,833 | ) | | 5,893 |
| | (6,233 | ) | | 1,201 |
|
Interest expense | | 16,367 |
| | 16,489 |
| | 48,348 |
| | 49,496 |
|
Gain on sale of assets | | — |
| | — |
| | — |
| | (6,943 | ) |
Loss on early extinguishment of debt | | — |
| | 35,626 |
| | — |
| | 35,626 |
|
Other non-operating income | | (261 | ) | | (591 | ) | | (661 | ) | | (683 | ) |
Impairment charge | | 49,739 |
| | — |
| | 49,739 |
| | — |
|
Depreciation and amortization | | 32,850 |
| | 30,976 |
| | 98,667 |
| | 95,175 |
|
Other non-property expenses | | 501 |
| | 371 |
| | 1,143 |
| | 993 |
|
Abandoned pre-development costs | | — |
| | (99 | ) | | — |
| | 528 |
|
Corporate general and administrative expenses | | 10,725 |
| | 11,020 |
| | 32,532 |
| | 33,499 |
|
Non-cash adjustments (1) | | (702 | ) | | (1,020 | ) | | (2,707 | ) | | (2,580 | ) |
Lease termination fees | | (70 | ) | | (162 | ) | | (1,134 | ) | | (2,796 | ) |
Portfolio NOI | | 84,285 |
| | 82,469 |
| | 244,638 |
| | 241,943 |
|
Non-same center NOI (2) | | (4,580 | ) | | (1,972 | ) | | (13,022 | ) | | (6,910 | ) |
Same Center NOI | | $ | 79,705 |
| | $ | 80,497 |
| | $ | 231,616 |
| | $ | 235,033 |
|
| |
(1) | Non-cash items include straight-line rent, above and below market rent amortization and gains or losses on outparcel sales. |
| |
(2) | Excluded from Same Center NOI: |
|
| | | | | | | |
Outlet centers opened: | | Outlet centers sold: | | Outlet center expansions: |
Fort Worth | October 2017 | | Westbrook | May 2017 | | Lancaster | September 2017 |
25
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Non-GAAP Pro Rata Balance Sheet Information as of September 30, 2018 (in thousands)
|
| | | |
| Non-GAAP |
| Pro Rata Portion Unconsolidated Joint Ventures (1) |
Assets | |
Rental property: | |
Land | $ | 47,059 |
|
Buildings, improvements and fixtures | 251,715 |
|
Construction in progress | 1,584 |
|
| 300,358 |
|
Accumulated depreciation | (55,107 | ) |
Total rental property, net | 245,251 |
|
Cash and cash equivalents | 6,683 |
|
Deferred lease costs and other intangibles, net | 4,694 |
|
Prepaids and other assets | 9,681 |
|
Total assets | $ | 266,309 |
|
Liabilities and Owners' Equity | |
Liabilities | |
Mortgages payable, net | $ | 180,299 |
|
Accounts payable and accruals | 5,558 |
|
Total liabilities | 185,857 |
|
Owners' equity | 80,452 |
|
Total liabilities and owners' equity | $ | 266,309 |
|
| |
(1) | The carrying value of our investments in unconsolidated joint ventures as reported in our Consolidated Balance Sheet differs from our pro rata share of the net assets shown above due to adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the unconsolidated joint ventures. The differences in basis totaled $4.1 million as of September 30, 2018 and are being amortized over the various useful lives of the related assets. |
26
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Non-GAAP Pro Rata Statement of Operations Information year to date September 30, 2018 (in thousands)
|
| | | | | | | |
| Non-GAAP Pro Rata Portion |
| Noncontrolling Interests | | Unconsolidated Joint Ventures |
Revenues: | | | |
Base rentals | $ | — |
| | $ | 20,403 |
|
Percentage rentals | — |
| | 1,811 |
|
Expense reimbursements | — |
| | 12,900 |
|
Other income | — |
| | 356 |
|
Total revenues | — |
| | 35,470 |
|
Expense: | | | |
Property operating | — |
| | 14,016 |
|
General and administrative | — |
| | 151 |
|
Depreciation and amortization | — |
| | 10,021 |
|
Total expenses | — |
| | 24,188 |
|
Operating income | — |
| | 11,282 |
|
Other income (expense): | | | |
Interest expense | — |
| | (5,137 | ) |
Other nonoperating income | 278 |
| | 88 |
|
Net income | $ | 278 |
| | $ | 6,233 |
|
27
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018
Investor Information
Tanger Outlet Centers welcomes any questions or comments from shareholders, analysts, investment managers, media and prospective investors. Please address all inquiries to our Investor Relations Department.
|
| |
Tanger Factory Outlet Centers, Inc. |
Investor Relations |
Phone: | (336) 834-6892 |
Fax: | (336) 297-0931 |
e-mail: | tangerir@tangeroutlet.com |
Mail: | Tanger Factory Outlet Centers, Inc. |
| 3200 Northline Avenue |
| Suite 360 |
| Greensboro, NC 27408 |
28
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2018