8-K
TANGER INC. (SKT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 5, 2021
TANGER FACTORY OUTLET CENTERS, INC.
_________________________________________
(Exact name of registrant as specified in its charter)
| North Carolina | 1-11986 | 56-1815473 |
|---|---|---|
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
3200 Northline Avenue, Suite 360, Greensboro, NC 27408
(Address of principal executive offices)
(336) 292-3010
(Registrant’s telephone number, including area code)
N/A
(former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares, <br>$0.01 par value | SKT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition
On May 5, 2021, Tanger Factory Outlet Centers, Inc. (the "Company") issued a press release announcing its results of operations and financial condition as of and for the quarter ended March 31, 2021. A copy of the Company's press release is hereby furnished as Exhibit 99.1 to this report on Form 8-K. The information contained in this report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specified otherwise.
Item 7.01 Regulation FD Disclosure
On May 5, 2021, the Company made publicly available on its website, www.tangeroutlet.com, certain supplemental operating and financial information for the quarter ended March 31, 2021. This supplemental operating and financial information is hereby attached to this current report as Exhibit 99.2. The information contained in this report on Form 8-K, including Exhibit 99.2, shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specified otherwise. The information found on, or otherwise accessible through, the Company's website is not incorporated into, and does not form a part of, this current report on Form 8-K or any other report or document the Company files with or furnishes to the United States Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are included with this Report:
| Exhibit No. | |
|---|---|
| 99.1 | Press release announcing the results of operations and financial condition of the Company as of and for the quarter ended March 31, 20201 |
| 99.2 | Supplemental operating and financial information of the Company as of and for the quarter ended March 31, 2021. |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 5, 2021
TANGER FACTORY OUTLET CENTERS, INC.
By: /s/ James F. Williams
James F. Williams
Executive Vice-President, Chief Financial Officer and Treasurer
Document
EXHIBIT 99.1
News Release
TANGER REPORTS FIRST QUARTER RESULTS
Collected 95% of First Quarter Rents
April Domestic Traffic Exceeds 2019
Greensboro, NC, May 5, 2021, Tanger Factory Outlet Centers, Inc. (NYSE:SKT), a leading owner and operator of open-air outlet centers, today reported financial results and operating metrics for the first quarter of 2021.
“We are pleased that traffic to our domestic open-air centers reached 97% of 2019 levels during the first quarter of 2021, and exceeded 2019 levels in April. These strong results clearly reflect the attraction of our centers, their dominant market locations and the value proposition that we offer to both our retailer partners and shoppers,” said Stephen Yalof, President and Chief Executive Officer. “As we further evolve Tanger’s core strategies – the leasing, operations and marketing of our outlet centers, we are empowering our team as we rebuild occupancy, drive leasing and curate our tenant mix to maximize shopper frequency and dwell time and attract new shoppers to Tanger Outlet Centers. We are also accelerating our digital transformation efforts to meet the customer where they are, and our outlets continue to demonstrate their importance as a vital component of an omnichannel strategy.”
“Beyond all these exciting initiatives, we remain committed to maintaining a strong balance sheet. During the first quarter of 2021, we opportunistically generated nearly $130 million in net proceeds from the issuance of equity, and year to date, we have reduced debt by $175 million, creating additional financial flexibility. As we move forward, we are confident that executing these operational and growth initiatives will create long-term shareholder value,” he added.
First Quarter Results
•Net income available to common shareholders was $0.04 per share, or $3.9 million, compared to net loss available to common shareholders of $0.30 per share, or $27.4 million, for the prior year period. The prior year period was impacted by a $45.7 million, or $0.47 per share, non-cash impairment charge.
•Funds From Operations (“FFO”) available to common shareholders was $0.38 per share, or $38.2 million, compared to $0.50 per share, or $48.7 million, for the prior year period.
•Core Funds From Operations (“Core FFO”) available to common shareholders was $0.40 per share, or $40.6 million, compared to $0.50 per share, or $48.7 million, for the prior year period. Core FFO for the first quarter of 2021 excludes general and administrative expense of $2.4 million, or $0.02 per share, for compensation costs related to a voluntary retirement plan and other executive severance costs, which the Company does not consider indicative of its ongoing operating performance.
FFO and Core FFO are widely accepted supplemental non-GAAP financial measures used in the real estate industry to measure and compare the operating performance of real estate companies. Complete reconciliations containing adjustments from GAAP net income (loss) to FFO and Core FFO, if applicable, are included in this release. Per share amounts for net income (loss), FFO and Core FFO are on a diluted basis.
Operating Metrics
The Company’s key portfolio results were as follows:
•Consolidated portfolio occupancy rate was 91.7% on March 31, 2021, compared to 91.9% on December 31, 2020 and 94.3% on March 31, 2020
•Blended average rental rates decreased 2.8% on a straight-line basis and 8.5% on a cash basis for all renewals and re-tenanted leases that commenced during the trailing twelve months ended March 31, 2021
•Lease termination fees totaled $0.7 million for the first quarter of 2021 compared to $0.2 million for the first quarter of 2020
•Same center net operating income (“Same Center NOI”) for the consolidated portfolio decreased to $65.0 million for the first quarter of 2021 from $70.7 million for the first quarter of 2020, largely due to the impact of the COVID-19 pandemic
Same Center NOI is a supplemental non-GAAP financial measure of operating performance. A complete definition of Same Center NOI and a reconciliation to the nearest comparable GAAP measure is included in this release.
Leasing Activity
Total commenced leases for the trailing twelve months ended March 31, 2021 that were renewed or re-leased for all terms included 280 leases, totaling over 1.4 million square feet.
As of March 31, 2021, Tanger had lease renewals executed or in process for 51.8% of the space in the consolidated portfolio scheduled to expire during 2021 compared to 62.7% of the space scheduled to expire during 2020 that was executed or in process as of March 31, 2020.
Tanger recaptured approximately 61,000 square feet within its consolidated portfolio during the first quarter of 2021 related to bankruptcies and brand-wide restructurings by retailers, compared to approximately 332,000 square feet during the first quarter of 2020.
Dividend
In April 2021, the Company’s Board of Directors declared a cash dividend of $0.1775 per share, payable May 14, 2021 to holders of record on April 30, 2021.
Rent Collections Update
Collections of contractual fixed rents billed of $85.6 million in the first quarter of 2021 were approximately 95%. Given that collection rates have normalized, the Company does not intend to provide further collection updates of rents billed in future quarters.
As of April 30, 2021, contractual fixed rents billed during 2020 that were deferred or under negotiation as a direct result of the COVID-19 pandemic and remain outstanding totaled $3.7 million and $2.9 million, respectively. Through April 30, 2021, the Company had collected 96% of 2020 deferred rents due to be repaid in the first quarter of 2021 and 83% of total 2020 rents deferred until 2021, and as a result, the Company recorded a $1.6 million reversal of rental revenue reserves during the first quarter related to prior period rents that were previously deferred. As of March 31, 2021, remaining rental revenue reserves totaled $2.6 million, or 39% of the total remaining 2020 rents deferred or under negotiation.
Balance Sheet and Liquidity
During the first quarter of 2021, Tanger raised $128.7 million in net proceeds from issuance of 6.9 million common shares under its at-the-market equity offering ("ATM") program at a weighted average price of $19.02 per share. As previously announced, Tanger paid down $25 million of borrowings under its $350 million unsecured term loan on March 11, 2021. Additionally, on April 30, 2021, Tanger’s operating partnership, Tanger Properties Limited Partnership, completed the partial early redemption of $150 million aggregate principal amount of its 3.875% senior notes due December 2023 (the “Notes”) for $163.0 million in cash, which included a make-whole premium of $13.0 million. Subsequent to the redemption, $100 million aggregate principal amount of the Notes remains outstanding. Other than the Company’s unsecured lines of credit, which mature in October of 2021 and may be extended for one additional year, Tanger has no significant debt maturities until December 2023.
As of March 31, 2021:
•Weighted average interest rate was 3.3% and weighted average term to maturity of outstanding consolidated debt, including extension options, was approximately 4.2 years
•Approximately 93% of the Company’s consolidated square footage was unencumbered by mortgages
•Interest coverage ratio (calculated as Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) divided by interest expense) was 3.7 times for the first quarter of 2021 and 3.2 times for the trailing twelve months ended March 31, 2021
•Total outstanding floating rate debt was approximately $76 million, representing approximately 5% of total consolidated debt outstanding and 2% of total enterprise value
•Funds Available for Distribution (“FAD”) payout ratio was 42% for the first quarter of 2021
Adjusted EBITDA and FAD are supplemental non-GAAP financial measures of operating performance. Definitions of Adjusted EBITDA and FAD and reconciliations to the nearest comparable GAAP measures are included in this release.
Guidance for 2021
Based on the Company’s internal budgeting process and its view on current market conditions, management currently believes the Company’s net income and FFO per share for 2021 will be as follows:
| For the year ended December 31, 2021: | ||||
|---|---|---|---|---|
| Low Range | High Range | |||
| Estimated diluted net income per share | $ | 0.13 | $ | 0.23 |
| Depreciation and amortization of real estate assets - consolidated and the Company’s share of unconsolidated joint ventures | 1.14 | 1.14 | ||
| Loss on sale of joint venture property, including foreign currency effect (1) | 0.04 | 0.04 | ||
| Estimated diluted FFO per share | $ | 1.31 | $ | 1.41 |
| Costs related to early extinguishment of debt | 0.14 | 0.14 | ||
| Compensation related to voluntary retirement plan and other executive severance | 0.02 | 0.02 | ||
| Estimated diluted Core FFO per share | $ | 1.47 | $ | 1.57 |
(1)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.
Tanger’s estimates reflect the following key assumptions:
•A $9 million to $10 million, or $0.09 to $0.10 per share, decrease in lease termination fees, to approximately $2 million to $3 million, from $12 million in 2020
•Additional store closures and lease adjustments related to recent tenant bankruptcy filings and restructuring announcements
•No further domestic government-mandated retail shutdowns
•Annual general and administrative expense of between $59 million and $62 million, including $2.4 million of compensation related to a voluntary retirement plan and other executive severance incurred during the first quarter of 2021. The year-over-year growth in general and administrative expense reflects the full-year impact of two senior executive positions created during 2020, as well as Tanger’s continued investments in its core strategies of reshaping operations, accelerating leasing and enhancing marketing through digital transformation
•Combined annual recurring capital expenditures and second generation tenant allowances of approximately $40 million to $45 million
•Does not include the impact of the sale of any outparcels, additional properties or joint venture interests, or the acquisition of any properties or joint venture partner interests
First Quarter 2021 Conference Call
Tanger will host a conference call to discuss its first quarter 2021 results for analysts, investors and other interested parties on Thursday, May 6, 2021, at 8:30 a.m. Eastern Time. To access the conference call, listeners should dial 1-844-492-3729 and request to join the Tanger Factory Outlets Centers, Inc. SKT Call. Alternatively, a live audio webcast of this call will be available to the public on Tanger’s Investor Relations website, investors.tangeroutlets.com. A telephone replay of the call will be available from May 6, 2021 at 11:30 a.m. through May 20, 2021 at 11:59 p.m. by dialing 1-877-344-7529, replay access code # 10153248. An online archive of the webcast will also be available through May 20, 2021.
About Tanger Factory Outlet Centers, Inc.
Tanger Factory Outlet Centers, Inc. (NYSE: SKT) is a leading operator of upscale open-air outlet centers that owns, or has an ownership interest in, a portfolio of 36 centers. Tanger’s operating properties are located in 20 states and in Canada, totaling approximately 13.6 million square feet, leased to over 2,500 stores operated by more than 500 different brand name companies. The Company has more than 40 years of experience in the outlet industry and is a publicly-traded REIT. Tanger is furnishing a Form 8-K with the Securities and Exchange Commission (“SEC”) that includes a supplemental information package for the quarter ended March 31, 2021. For more information on Tanger Outlet Centers, call 1-800-4TANGER or visit the Company’s website at www.tangeroutlets.com.
Safe Harbor Statement
This news release contains certain 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 Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “forecast” or similar expressions, and include the Company’s expectations regarding the impact of the COVID-19 pandemic on the Company’s business, financial results and financial condition, future financial results and assumptions underlying that guidance, expectations regarding rent collections, the financial condition of the Company’s tenants, its leasing strategy and value proposition to retailers, occupancy and rent concessions, uses of capital, liquidity, dividend payments and cash flows.
You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other important factors which are, in some cases, beyond our control and which could materially affect our actual results, performance or achievements. Important factors which may cause actual results to differ materially from current expectations include, but are not limited to: risks related to the impact of the COVID-19 pandemic on our tenants and on our business, financial condition, liquidity, results of operations and compliance with debt covenants; our inability to develop new outlet centers or expand existing outlet centers successfully; risks related to the economic performance and market value of our outlet centers; the relative illiquidity of real property investments; impairment charges affecting our properties; our dispositions of assets may not achieve anticipated results; competition for the acquisition and development of outlet centers, and our inability to complete outlet centers we have identified; environmental regulations affecting our business; risks associated with possible terrorist activity or other acts or threats of violence and threats to public safety; our dependence on rental income from real property; our dependence on the results of operations of our retailers and their bankruptcy, early termination or closing could adversely affect us; the fact that certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours; risks related to climate change; risks related to uninsured losses; the risk that consumer, travel, shopping and spending habits may change; risks associated with our Canadian investments; risks associated with attracting and retaining key personnel; risks associated with debt financing; risks associated with our guarantees of debt for, or other support we may provide to, joint venture properties; the effectiveness of our interest rate hedging arrangements; uncertainty relating to the potential phasing out of LIBOR; our potential failure to qualify as a REIT; our legal obligation to make distributions to our shareholders; legislative or regulatory actions that could adversely affect our shareholders, including the recent changes in the U.S. federal income taxation of U.S. businesses; our dependence on distributions from the Operating Partnership to meet our financial obligations, including dividends; the risk of a cyber-attack or an act of cyber-terrorism and other important factors set forth under Item 1A - “Risk Factors” in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2020, as may be updated or supplemented in the Company’s Quarterly Reports on Form 10-Q and the Company’s other filings with the SEC. Accordingly, there is no assurance that the Company’s expectations will be realized. The Company disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to refer to any further disclosures the Company makes or related subjects in the Company’s Current Reports on Form 8-K that the Company files with the SEC.
Investor Contact Information Media Contact Information
Cyndi Holt Jim Williams Quentin Pell
SVP, Finance and Investor Relations EVP & CFO SVP, Business Operations
336-834-6892 336-834-6800 336-834-6827
cyndi.holt@tangeroutlets.com jim.williams@tangeroutlets.com quentin.pell@tangeroutlets.com
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
| Three months ended | |||||
|---|---|---|---|---|---|
| March 31, | |||||
| 2021 | 2020 | ||||
| Revenues: | |||||
| Rental revenues | $ | 97,467 | $ | 108,558 | |
| Management, leasing and other services | 1,372 | 1,443 | |||
| Other revenues | 1,855 | 1,632 | |||
| Total revenues | 100,694 | 111,633 | |||
| Expenses: | |||||
| Property operating | 35,311 | 38,627 | |||
| General and administrative | 16,793 | 12,584 | |||
| Impairment charges | — | 45,675 | |||
| Depreciation and amortization | 28,150 | 29,417 | |||
| Total expenses | 80,254 | 126,303 | |||
| Other income (expense): | |||||
| Interest expense | (14,362) | (15,196) | |||
| Other income (expense) (1) | (3,505) | 220 | |||
| Total other income (expense) | (17,867) | (14,976) | |||
| Income (loss) before equity in earnings of unconsolidated joint ventures | 2,573 | (29,646) | |||
| Equity in earnings of unconsolidated joint ventures | 1,769 | 1,527 | |||
| Net income (loss) | 4,342 | (28,119) | |||
| Noncontrolling interests in Operating Partnership | (209) | 1,427 | |||
| Noncontrolling interests in other consolidated partnerships | — | (190) | |||
| Net income (loss) attributable to Tanger Factory Outlet Centers, Inc. | 4,133 | (26,882) | |||
| Allocation of earnings to participating securities | (207) | (516) | |||
| Net income (loss) available to common shareholders of <br>Tanger Factory Outlet Centers, Inc. | $ | 3,926 | $ | (27,398) | |
| Basic earnings per common share: | |||||
| Net income (loss) | $ | 0.04 | $ | (0.30) | |
| Diluted earnings per common share: | |||||
| Net income (loss) | $ | 0.04 | $ | (0.30) |
(1)The three months ended March 31, 2021 includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(Unaudited)
| March 31, | December 31, | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Assets | ||||
| Rental property: | ||||
| Land | $ | 265,714 | $ | 265,968 |
| Buildings, improvements and fixtures | 2,519,214 | 2,527,404 | ||
| 2,784,928 | 2,793,372 | |||
| Accumulated depreciation | (1,078,999) | (1,054,993) | ||
| Total rental property, net | 1,705,929 | 1,738,379 | ||
| Cash and cash equivalents | 201,721 | 84,832 | ||
| Investments in unconsolidated joint ventures | 89,482 | 94,579 | ||
| Deferred lease costs and other intangibles, net | 81,807 | 84,960 | ||
| Operating lease right-of-use assets | 81,222 | 81,499 | ||
| Prepaids and other assets | 99,260 | 105,282 | ||
| Total assets | $ | 2,259,421 | $ | 2,189,531 |
| Liabilities and Equity | ||||
| Liabilities | ||||
| Debt: | ||||
| Senior, unsecured notes, net | $ | 1,141,074 | $ | 1,140,576 |
| Unsecured term loan, net | 322,753 | 347,370 | ||
| Mortgages payable, net | 78,933 | 79,940 | ||
| Unsecured lines of credit | — | — | ||
| Total debt | 1,542,760 | 1,567,886 | ||
| Accounts payable and accrued expenses | 68,084 | 88,253 | ||
| Operating lease liabilities | 89,870 | 90,105 | ||
| Other liabilities | 75,693 | 84,404 | ||
| Total liabilities | 1,776,407 | 1,830,648 | ||
| Commitments and contingencies | ||||
| Equity | ||||
| Tanger Factory Outlet Centers, Inc.: | ||||
| Common shares, $0.01 par value, 300,000,000 shares authorized, 100,794,577 and 93,569,801 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 1,008 | 936 | ||
| Paid in capital | 913,236 | 787,143 | ||
| Accumulated distributions in excess of net income | (432,895) | (420,104) | ||
| Accumulated other comprehensive loss | (20,268) | (26,585) | ||
| Equity attributable to Tanger Factory Outlet Centers, Inc. | 461,081 | 341,390 | ||
| Equity attributable to noncontrolling interests: | ||||
| Noncontrolling interests in Operating Partnership | 21,933 | 17,493 | ||
| Noncontrolling interests in other consolidated partnerships | — | — | ||
| Total equity | 483,014 | 358,883 | ||
| Total liabilities and equity | $ | 2,259,421 | $ | 2,189,531 |
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CENTER INFORMATION
(Unaudited)
| March 31, | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Gross leasable area open at end of period (in thousands): | ||||
| Consolidated | 11,456 | 12,044 | ||
| Partially owned - unconsolidated | 2,113 | 2,212 | ||
| Total (1) | 13,569 | 14,257 | ||
| Outlet centers in operation at end of period: | ||||
| Consolidated | 30 | 32 | ||
| Partially owned - unconsolidated | 6 | 7 | ||
| Total | 36 | 39 | ||
| Occupancy at end of period: | ||||
| Consolidated | 91.7 | % | 94.3 | % |
| Partially owned - unconsolidated | 95.3 | % | 96.0 | % |
| Total | 92.3 | % | 94.6 | % |
| Total states operated in at end of period | 20 | 20 |
(1)Due to rounding, numbers may not add up precisely to the totals provided.
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 generally accepted accounting principles in the United States (“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. In December 2018, NAREIT issued “NAREIT Funds From Operations White Paper - 2018 Restatement” which clarifies, where necessary, existing guidance and consolidates alerts and policy bulletins into a single document for ease of use. NAREIT defines FFO as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis.
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 (loss).
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 Core FFO, 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. We believe that FFO payout ratio, which represents regular distributions to common shareholders and unit holders of the Operating Partnership expressed as a percentage of FFO, is useful to investors because it facilitates the comparison of dividend coverage between REITs. 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; 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.
Core FFO
If applicable, we present Core Funds From Operations ("”Core FFO”) as a supplemental measure of our performance. We define Core FFO 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, if applicable. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Core FFO 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 Core FFO should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
We present Core FFO 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 Core FFO 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 Core FFO when determining incentive compensation.
Core FFO has limitations as an analytical tool. Some of these limitations are:
•Core FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
•Core 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 Core FFO does not reflect any cash requirements for such replacements;
•Core FFO 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 Core FFO differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, Core FFO 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 Core FFO 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 equity-based compensation, straight-line rent amounts, market rent amounts, second generation tenant allowances and lease incentives, recurring 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, impairment charges and gains or losses on the sale of assets 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 (loss), FFO or Core FFO. 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.
Adjusted EBITDA, EBITDAre and Adjusted EBITDAre
We present Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as adjusted for items described below (“Adjusted EBITDA”), EBITDA for Real Estate (“EBITDAre”) and Adjusted EBITDAre, all non-GAAP measures, as supplemental measures of our operating performance. Each of these measures is defined as follows:
We define Adjusted EBITDA as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP before interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, joint venture properties, outparcels and other assets, gains and losses on change of control, impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate, compensation related to voluntary retirement plan and other executive severance, gains and losses on extinguishment of debt, net and other items that we do not consider indicative of the Company's ongoing operating performance.
We determine EBITDAre based on the definition set forth by NAREIT, which is defined as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP before interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, gains and losses on change of control and impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate and after adjustments to reflect our share of the EBITDAre of unconsolidated joint ventures.
Adjusted EBITDAre is defined as EBITDAre excluding gains and losses on extinguishment of debt, net, compensation related to voluntary retirement plan and other executive severance, gains and losses on sale of outparcels, and other items that that we do not consider indicative of the Company's ongoing operating performance.
We present Adjusted EBITDA, EBITDAre and Adjusted EBITDAre as we believe they are useful for investors, creditors and rating agencies as they provide additional performance measures that are independent of a Company’s existing capital structure to facilitate the evaluation and comparison of the Company’s operating performance to other REITs and provide a more consistent metric for comparing the operating performance of the Company’s real estate between periods.
Adjusted EBITDA, EBITDAre and Adjusted EBITDAre have significant limitations as analytical tools, including:
•They do not reflect our interest expense;
•They do not reflect gains or losses on sales of operating properties or impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate;
•Adjusted EBITDA and Adjusted EBITDAre do not reflect gains and losses on extinguishment of debt and other items that may affect operations; and
•Other companies in our industry may calculate these measures differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, Adjusted EBITDA, EBITDAre and Adjusted EBITDAre 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 Adjusted EBITDA, EBITDAre and Adjusted EBITDAre only as supplemental measures.
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP SUPPLEMENTAL MEASURES
(in thousands, except per share)
(Unaudited)
Below is a reconciliation of Net Income (Loss) to FFO and Core FFO:
| Three months ended | |||||
|---|---|---|---|---|---|
| March 31, | |||||
| 2021 | 2020 | ||||
| Net income (loss) | $ | 4,342 | $ | (28,119) | |
| Adjusted for: | |||||
| Depreciation and amortization of real estate assets - consolidated | 27,554 | 28,801 | |||
| Depreciation and amortization of real estate assets - unconsolidated joint ventures | 2,996 | 3,018 | |||
| Impairment charges - consolidated | — | 45,675 | |||
| Loss on sale of joint venture property, including foreign currency effect (1) | 3,704 | — | |||
| FFO | 38,596 | 49,375 | |||
| FFO attributable to noncontrolling interests in other consolidated partnerships | — | (190) | |||
| Allocation of earnings to participating securities | (392) | (516) | |||
| FFO available to common shareholders (2) | $ | 38,204 | $ | 48,669 | |
| As further adjusted for: | |||||
| Compensation related to voluntary retirement plan and other executive severance (3) | 2,418 | — | |||
| Impact of above adjustment to the allocation of earnings to participating securities | (22) | — | |||
| Core FFO available to common shareholders (2) | $ | 40,600 | $ | 48,669 | |
| FFO available to common shareholders per share - diluted (2) | $ | 0.38 | $ | 0.50 | |
| Core FFO available to common shareholders per share - diluted (2) | $ | 0.40 | $ | 0.50 | |
| Weighted Average Shares: | |||||
| Basic weighted average common shares | 94,812 | 92,500 | |||
| Effect of notional units | 288 | — | |||
| Effect of outstanding options | 717 | — | |||
| Diluted weighted average common shares (for earnings per share computations) | 95,817 | 92,500 | |||
| Exchangeable operating partnership units | 4,794 | 4,911 | |||
| Diluted weighted average common shares (for FFO and Core FFO per share computations) (2) | 100,611 | 97,411 |
(1)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.
(2)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.
(3)Includes compensation cost related to a voluntary retirement plan offer that required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021.
Below is a reconciliation of FFO to FAD:
| Three months ended | |||||||
|---|---|---|---|---|---|---|---|
| March 31, | |||||||
| 2021 | 2020 | ||||||
| FFO available to common shareholders | $ | 38,204 | $ | 48,669 | |||
| Adjusted for: | |||||||
| Corporate depreciation excluded above | 596 | 616 | |||||
| Amortization of finance costs | 1,173 | 757 | |||||
| Amortization of net debt discount | 127 | 118 | |||||
| Amortization of equity-based compensation | 3,845 | 3,789 | |||||
| Straight-line rent adjustments | 1,043 | (1,872) | |||||
| Market rent adjustments | (213) | 362 | |||||
| Second generation tenant allowances and lease incentives | (778) | (5,729) | |||||
| Capital improvements | (956) | (5,146) | |||||
| Adjustments from unconsolidated joint ventures | (543) | (32) | |||||
| FAD available to common shareholders (1) | $ | 42,498 | $ | 41,532 | |||
| Dividends per share | $ | 0.1775 | $ | 0.3550 | |||
| FFO payout ratio | 47 | % | 71 | % | |||
| FAD payout ratio | 42 | % | 83 | % | |||
| Diluted weighted average common shares (1) | 100,611 | 97,411 |
(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.
Below is a reconciliation of Net Income (Loss) to Portfolio NOI and Same Center NOI for the consolidated portfolio:
| Three months ended | |||||
|---|---|---|---|---|---|
| March 31, | |||||
| 2021 | 2020 | ||||
| Net income (loss) | $ | 4,342 | $ | (28,119) | |
| Adjusted to exclude: | |||||
| Equity in earnings of unconsolidated joint ventures | (1,769) | (1,527) | |||
| Interest expense | 14,362 | 15,196 | |||
| Other (income) expense | 3,505 | (220) | |||
| Impairment charges | — | 45,675 | |||
| Depreciation and amortization | 28,150 | 29,417 | |||
| Other non-property (income) expenses | (400) | 139 | |||
| Corporate general and administrative expenses | 16,770 | 12,579 | |||
| Non-cash adjustments (1) | 844 | (1,502) | |||
| Lease termination fees | (673) | (164) | |||
| Portfolio NOI | 65,131 | 71,474 | |||
| Non-same center NOI (2) | (83) | (741) | |||
| Same Center NOI | $ | 65,048 | $ | 70,733 |
(1)Non-cash items include straight-line rent, above and below market rent amortization, straight-line rent expense on land leases and gains or losses on outparcel sales, as applicable.
(2)Excluded from Same Center NOI:
| Outlet centers sold: | |
|---|---|
| Terrell | August 2020 |
| Jeffersonville | January 2021 |
Below are reconciliations of Net Income (Loss) to Adjusted EBITDA:
| Three months ended | |||||
|---|---|---|---|---|---|
| March 31, | |||||
| 2021 | 2020 | ||||
| Net income (loss) | $ | 4,342 | $ | (28,119) | |
| Adjusted to exclude: | |||||
| Interest expense | 14,362 | 15,196 | |||
| Depreciation and amortization | 28,150 | 29,417 | |||
| Impairment charges - consolidated | — | 45,675 | |||
| Loss on sale of joint venture property, including foreign currency effect (1) | 3,704 | — | |||
| Compensation related to voluntary retirement plan and other executive severance (2) | 2,418 | — | |||
| Adjusted EBITDA | $ | 52,976 | $ | 62,169 | |
| Twelve months ended | |||||
| --- | --- | --- | --- | ||
| March 31, | December 31, | ||||
| 2021 | 2020 | ||||
| Net loss | $ | (5,552) | $ | (38,013) | |
| Adjusted to exclude: | |||||
| Interest expense | 62,308 | 63,142 | |||
| Depreciation and amortization | 115,876 | 117,143 | |||
| Impairment charges - consolidated (3) | 21,551 | 67,226 | |||
| Impairment charge - unconsolidated joint ventures | 3,091 | 3,091 | |||
| Loss on sale of joint venture property, including foreign currency effect (1) | 3,704 | — | |||
| Gain on sale of assets | (2,324) | (2,324) | |||
| Compensation related to voluntary retirement plan and other executive severance (2) | 2,991 | 573 | |||
| Gain on sale of outparcel - unconsolidated joint ventures | (992) | (992) | |||
| Adjusted EBITDA | $ | 200,653 | $ | 209,846 |
(1)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.
(2)Includes compensation cost related to a voluntary retirement plan offer that required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021.
(3)Includes $1.4 million and $4.0 million for the twelve months ended March 31, 2021 and December 31, 2020, respectively, of impairment loss attributable to the right-of-use asset associated with the ground lease at the Mashantucket (Foxwoods), Connecticut outlet center.
Below are reconciliations of Net Income (Loss) to EBITDAre and Adjusted EBITDAre:
| Three months ended | |||||
|---|---|---|---|---|---|
| March 31, | |||||
| 2021 | 2020 | ||||
| Net income (loss) | $ | 4,342 | $ | (28,119) | |
| Adjusted to exclude: | |||||
| Interest expense | 14,362 | 15,196 | |||
| Depreciation and amortization | 28,150 | 29,417 | |||
| Impairment charges - consolidated | — | 45,675 | |||
| Loss on sale of joint venture property, including foreign currency effect (1) | 3,704 | — | |||
| Pro-rata share of interest expense - unconsolidated joint ventures | 1,472 | 1,867 | |||
| Pro-rata share of depreciation and amortization - unconsolidated joint ventures | 2,996 | 3,018 | |||
| EBITDAre | $ | 55,026 | $ | 67,054 | |
| Compensation related to voluntary retirement plan and other executive severance (2) | 2,418 | — | |||
| Adjusted EBITDAre | $ | 57,444 | $ | 67,054 | |
| Twelve months ended | |||||
| --- | --- | --- | --- | ||
| March 31, | December 31, | ||||
| 2021 | 2020 | ||||
| Net loss | $ | (5,552) | $ | (38,013) | |
| Adjusted to exclude: | |||||
| Interest expense | 62,308 | 63,142 | |||
| Depreciation and amortization | 115,876 | 117,143 | |||
| Impairment charges - consolidated (3) | 21,551 | 67,226 | |||
| Impairment charge - unconsolidated joint ventures | 3,091 | 3,091 | |||
| Loss on sale of joint venture property, including foreign currency effect (1) | 3,704 | — | |||
| Gain on sale of assets | (2,324) | (2,324) | |||
| Pro-rata share of interest expense - unconsolidated joint ventures | 6,150 | 6,545 | |||
| Pro-rata share of depreciation and amortization - unconsolidated joint ventures | 12,002 | 12,024 | |||
| EBITDAre | $ | 216,806 | $ | 228,834 | |
| Compensation related to voluntary retirement plan and other executive severance (2) | 2,991 | 573 | |||
| Gain on sale of outparcel - unconsolidated joint ventures | (992) | (992) | |||
| Adjusted EBITDAre | $ | 218,805 | $ | 228,415 |
(1)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.
(2)Includes compensation cost related to a voluntary retirement plan offer that required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021.
(3)Includes $1.4 million and $4.0 million for the twelve months ended March 31, 2021 and December 31, 2020, respectively, of impairment loss attributable to the right-of-use asset associated with the ground lease at the Mashantucket (Foxwoods), Connecticut outlet center.
15
Document
Exhibit 99.2
Tanger Factory Outlet Centers, Inc.
Supplemental Operating and Financial Data
March 31, 2021
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/21
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 year ended December 31, 2020.
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 3/31/2021
Table of Contents
| Section | |
|---|---|
| Portfolio Data: | |
| Geographic Diversification | 4 |
| Property Summary - Occupancy at End of Each Period Shown | 5 |
| Portfolio Occupancy at the End of Each Period | 6 |
| Outlet Center Ranking | 7 |
| Top 25 Tenants Based on Percentage of Total Annualized Base Rent | 8 |
| Lease Expirations as of March 31, 2021 | 9 |
| Capital Expenditures | 10 |
| Leasing Activity | 10 |
| Financial Data: | |
| Consolidated Balance Sheets | 12 |
| Consolidated Statements of Operations | 13 |
| Components of Rental Revenues | 14 |
| Unconsolidated Joint Venture Information | 15 |
| Debt Outstanding Summary | 16 |
| Future Scheduled Principal Payments | 18 |
| Senior Unsecured Notes Financial Covenants | 18 |
| Enterprise Value, Net Debt, Liquidity, Debt Ratios and Credit Ratings | 19 |
| Non-GAAP and Supplemental Measures: | |
| Non-GAAP Definitions | 20 |
| FFO and FAD Analysis | 24 |
| Portfolio NOI and Same Center NOI | 26 |
| Adjusted EBITDA and EBITDAre | 27 |
| Pro Rata Balance Sheet Information | 29 |
| Pro Rata Statement of Operations Information | 30 |
| Investor Information | 31 |
3
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Geographic Diversification
As of March 31, 2021
Consolidated Properties
| State | # of Centers | GLA | % of GLA | |
|---|---|---|---|---|
| South Carolina | 5 | 1,605,795 | 14 | % |
| New York | 2 | 1,468,670 | 13 | % |
| Georgia | 3 | 1,121,579 | 10 | % |
| Pennsylvania | 3 | 999,416 | 9 | % |
| Texas | 2 | 823,557 | 7 | % |
| Michigan | 2 | 671,560 | 6 | % |
| Alabama | 1 | 554,649 | 5 | % |
| Delaware | 1 | 552,841 | 5 | % |
| New Jersey | 1 | 487,718 | 4 | % |
| Tennessee | 1 | 447,810 | 4 | % |
| North Carolina | 2 | 422,895 | 3 | % |
| Arizona | 1 | 410,753 | 3 | % |
| Florida | 1 | 351,721 | 3 | % |
| Missouri | 1 | 329,861 | 3 | % |
| Mississippi | 1 | 324,717 | 3 | % |
| Louisiana | 1 | 321,066 | 3 | % |
| Connecticut | 1 | 311,283 | 3 | % |
| New Hampshire | 1 | 250,139 | 2 | % |
| Total Consolidated Properties | 30 | 11,456,030 | 100 | % |
| Unconsolidated Joint Venture Properties | ||||
| # of Centers | GLA | Ownership % | ||
| Charlotte, NC | 1 | 398,644 | 50.00 | % |
| Ottawa, ON | 1 | 357,217 | 50.00 | % |
| Columbus, OH | 1 | 355,245 | 50.00 | % |
| Texas City, TX | 1 | 352,705 | 50.00 | % |
| National Harbor, MD | 1 | 341,156 | 50.00 | % |
| Cookstown, ON | 1 | 307,883 | 50.00 | % |
| Total Unconsolidated Joint Venture Properties | 6 | 2,112,850 | ||
| Grand Total | 36 | 13,568,880 |
4
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Property Summary - Occupancy at End of Each Period Shown
| Location | Total GLA <br>03/31/21 | % Occupied <br>03/31/21 | % Occupied <br>12/31/20 | % Occupied <br>03/31/20 | |||
|---|---|---|---|---|---|---|---|
| Deer Park, NY | 739,112 | 92.9 | % | 88.9 | % | 97.9 | % |
| Riverhead, NY | 729,558 | 88.1 | % | 89.2 | % | 92.1 | % |
| Foley, AL | 554,649 | 87.1 | % | 88.9 | % | 88.1 | % |
| Rehoboth Beach, DE | 552,841 | 91.4 | % | 91.7 | % | 95.1 | % |
| Atlantic City, NJ | 487,718 | 79.4 | % | 79.5 | % | 78.8 | % |
| San Marcos, TX | 471,816 | 89.3 | % | 90.8 | % | 94.9 | % |
| Sevierville, TN | 447,810 | 97.1 | % | 98.8 | % | 99.4 | % |
| Savannah, GA | 429,089 | 97.7 | % | 96.9 | % | 95.6 | % |
| Myrtle Beach Hwy 501, SC | 426,523 | 96.6 | % | 97.6 | % | 96.1 | % |
| Glendale, AZ (Westgate) | 410,753 | 94.2 | % | 94.6 | % | 97.4 | % |
| Myrtle Beach Hwy 17, SC | 404,710 | 100.0 | % | 100.0 | % | 99.1 | % |
| Charleston, SC | 386,328 | 96.8 | % | 94.7 | % | 100.0 | % |
| Lancaster, PA | 375,857 | 99.1 | % | 98.3 | % | 90.9 | % |
| Pittsburgh, PA | 373,863 | 88.6 | % | 90.8 | % | 94.9 | % |
| Commerce, GA | 371,408 | 90.1 | % | 93.5 | % | 95.6 | % |
| Grand Rapids, MI | 357,122 | 85.6 | % | 87.3 | % | 90.3 | % |
| Fort Worth, TX | 351,741 | 98.1 | % | 97.8 | % | 99.2 | % |
| Daytona Beach, FL | 351,721 | 98.6 | % | 98.2 | % | 98.1 | % |
| Branson, MO | 329,861 | 98.5 | % | 98.5 | % | 99.1 | % |
| Southaven, MS | 324,717 | 95.6 | % | 97.7 | % | 98.8 | % |
| Locust Grove, GA | 321,082 | 94.7 | % | 96.1 | % | 95.3 | % |
| Gonzales, LA | 321,066 | 88.7 | % | 97.8 | % | 95.8 | % |
| Mebane, NC | 318,886 | 99.4 | % | 97.3 | % | 100.0 | % |
| Howell, MI | 314,438 | 74.2 | % | 76.5 | % | 87.8 | % |
| Mashantucket, CT (Foxwoods) | 311,283 | 76.2 | % | 80.7 | % | 93.3 | % |
| Tilton, NH | 250,139 | 78.8 | % | 84.4 | % | 92.6 | % |
| Hershey, PA | 249,696 | 97.6 | % | 95.0 | % | 99.4 | % |
| Hilton Head II, SC | 206,564 | 96.2 | % | 92.6 | % | 98.4 | % |
| Hilton Head I, SC | 181,670 | 94.6 | % | 94.6 | % | 97.5 | % |
| Blowing Rock, NC | 104,009 | 88.4 | % | 85.3 | % | 85.4 | % |
| Jeffersonville, OH | N/A | N/A | 77.6 | % | 83.5 | % | |
| Terrell, TX | N/A | N/A | N/A | 87.4 | % | ||
| Total Consolidated | 11,456,030 | 91.7 | % | 91.9 | % | 94.3 | % |
| Charlotte, NC | 398,644 | 97.9 | % | 97.9 | % | 97.2 | % |
| Ottawa, ON | 357,217 | 95.4 | % | 96.4 | % | 96.3 | % |
| Columbus, OH | 355,245 | 94.3 | % | 95.0 | % | 96.9 | % |
| Texas City, TX (Galveston/Houston) | 352,705 | 91.5 | % | 92.9 | % | 91.5 | % |
| National Harbor, MD | 341,156 | 100.0 | % | 98.8 | % | 95.8 | % |
| Cookstown, ON | 307,883 | 91.9 | % | 94.5 | % | 100.0 | % |
| Saint-Sauveur, QC | N/A | N/A | 86.9 | % | 91.7 | % | |
| Total Unconsolidated | 2,112,850 | 95.3 | % | 95.6 | % | 96.0 | % |
| Total | 13,568,880 | 92.3 | % | 92.4 | % | 94.6 | % |
5
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Portfolio Occupancy at the End of Each Period (1)
(1) Excludes unconsolidated outlet centers. See table on page 4.
6
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Outlet Center Ranking as of March 31, 2021 (1)
| Ranking (2) | Period End<br> Occupancy | Sq Ft<br>(thousands) | % of<br> Square Feet | % of<br><br>Portfolio<br><br>NOI (3) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Centers | ||||||||||
| Centers 1 - 5 | 94 | % | 2,471 | 20 | % | 29 | % | |||
| Centers 6 - 10 | 96 | % | 2,159 | 19 | % | 24 | % | |||
| Centers 11 - 15 | 92 | % | 1,434 | 13 | % | 11 | % | |||
| Centers 16 - 20 | 92 | % | 2,029 | 18 | % | 16 | % | |||
| Centers 21 - 25 | 90 | % | 2,019 | 18 | % | 12 | % | |||
| Centers 26 - 30 | 85 | % | 1,344 | 12 | % | 8 | % | |||
| Ranking (2) | Cumulative Period End<br> Occupancy | Cumulative Sq Ft<br>(thousands) | Cumulative % of<br> Square Feet | Cumulative % of<br><br>Portfolio<br><br>NOI (3) | ||||||
| Consolidated Centers | ||||||||||
| Centers 1 - 5 | 94 | % | 2,471 | 20 | % | 29 | % | |||
| Centers 1 - 10 | 95 | % | 4,630 | 39 | % | 53 | % | |||
| Centers 1 - 15 | 94 | % | 6,064 | 52 | % | 64 | % | |||
| Centers 1 - 20 | 93 | % | 8,093 | 70 | % | 80 | % | |||
| Centers 1 - 25 | 93 | % | 10,112 | 88 | % | 92 | % | |||
| Centers 1 - 30 | 92 | % | 11,456 | 100 | % | 100 | % | |||
| Unconsolidated centers (4) | 96 | % | 1,448 | n/a | n/a | |||||
| Domestic centers (5) | 92 | % | 12,904 | n/a | n/a | |||||
| (1) | Centers are ranked by sales per square foot for the trailing twelve months ended March 31, 2021 and sales per square foot include stores that have been occupied for a minimum of 12 months and are less than 20,000 square feet. Due to the portfolio-wide store closures experienced during the second quarter of 2020 as a result of COVID-19 mandates, sales per square foot is not separately presented herein. | |||||||||
| (2) | Outlet centers included in each ranking group above are as follows (in alphabetical order): | |||||||||
| Centers 1 - 5: | Deer Park, NY | Glendale, AZ (Westgate) | Locust Grove, GA | Rehoboth Beach, DE | Sevierville, TN | |||||
| Centers 6 - 10: | Branson, MO | Lancaster, PA | Mebane, NC | Myrtle Beach Hwy 17, SC | Riverhead, NY | |||||
| Centers 11 - 15: | Gonzales, LA | Grand Rapids, MI | Hershey, PA | Hilton Head I, SC | Southaven, MS | |||||
| Centers 16 - 20: | Atlantic City, NJ | Charleston, SC | Fort Worth, TX | Pittsburgh, PA | Savannah, GA | |||||
| Centers 21 - 25: | Commerce, GA | Daytona Beach, FL | Foley, AL | Howell, MI | Myrtle Beach Hwy 501, SC | |||||
| Centers 26 - 30: | Blowing Rock, NC | Hilton Head II, SC | Mashantucket, CT (Foxwoods) | San Marcos, TX | Tilton, NH | |||||
| (3) | Based on the Company’s forecast of 2021 Portfolio NOI (see non-GAAP definitions), excluding centers not yet stabilized (none). The Company’s forecast is based on management’s estimates as of March 31, 2021 and may be considered a forward-looking statement that 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 year ended December 31, 2020 and Quarterly Report on Form 10-Q for the three months ended March 31, 2021. | |||||||||
| (4) | Includes domestic outlet centers open 12 full calendar months (in alphabetical order): | |||||||||
| Unconsolidated: | Charlotte, NC | Columbus, OH | National Harbor, MD | Texas City, TX (Galveston/Houston) | ||||||
| (5) | Includes consolidated portfolio and domestic unconsolidated joint ventures. |
7
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Top 25 Tenants Based on Percentage of Total Annualized Base Rent
As of March 31, 2021 (1)
| Consolidated | Unconsolidated | |||||||
|---|---|---|---|---|---|---|---|---|
| Tenant | Brands | # of<br>Stores | GLA | % of<br>Total GLA | % of Total Annualized Base Rent (2) | # of<br>Stores | ||
| The Gap, Inc. | Gap, Banana Republic, Janie & Jack, Old Navy | 91 | 894,225 | 7.8 | % | 6.5 | % | 19 |
| PVH Corp. | Tommy Hilfiger, Van Heusen, Calvin Klein | 56 | 363,576 | 3.2 | % | 4.4 | % | 13 |
| Premium Apparel, LLC | LOFT, Ann Taylor, Lane Bryant | 56 | 342,620 | 3.0 | % | 3.6 | % | 9 |
| Under Armour, Inc. | Under Armour, Under Armour Kids | 29 | 228,931 | 2.0 | % | 3.1 | % | 6 |
| Tapestry, Inc. | Coach, Kate Spade, Stuart Weitzman | 46 | 219,313 | 1.9 | % | 3.1 | % | 11 |
| American Eagle Outfitters, Inc. | American Eagle Outfitters, Aerie | 39 | 268,350 | 2.3 | % | 3.0 | % | 7 |
| Nike, Inc. | Nike, Converse, Hurley | 31 | 370,448 | 3.2 | % | 2.8 | % | 9 |
| SPARC Group | Aéropostale, Brooks Brothers, Forever 21, Lucky Brands, Nautica | 61 | 361,884 | 3.1 | % | 2.7 | % | 8 |
| Carter’s, Inc. | Carters, OshKosh B Gosh | 45 | 200,418 | 1.7 | % | 2.3 | % | 9 |
| Adidas AG | Adidas, Reebok | 32 | 206,425 | 1.8 | % | 2.3 | % | 10 |
| Capri Holdings Limited | Michael Kors, Michael Kors Men’s | 27 | 134,989 | 1.2 | % | 2.3 | % | 5 |
| L Brands, Inc. | Bath & Body Works, Victoria's Secret, Pink by Victoria's Secret | 36 | 169,488 | 1.5 | % | 2.3 | % | 8 |
| Hanesbrands Inc. | Hanesbrands, Maidenform, Champion | 36 | 174,097 | 1.5 | % | 2.2 | % | 2 |
| Columbia Sportswear Company | Columbia Sportswear | 20 | 160,605 | 1.4 | % | 2.1 | % | 6 |
| Signet Jewelers Limited | Kay Jewelers, Zales, Jared Vault | 45 | 103,260 | 0.9 | % | 2.0 | % | 8 |
| Skechers USA, Inc. | Skechers | 28 | 154,913 | 1.3 | % | 2.0 | % | 6 |
| Chico’s, FAS Inc. | Chicos, White House/Black Market, Soma Intimates | 37 | 107,287 | 0.9 | % | 1.9 | % | 5 |
| Ralph Lauren Corporation | Polo Ralph Lauren, Polo Children, Polo Ralph Lauren Big & Tall, Club Monaco | 32 | 350,331 | 3.1 | % | 1.9 | % | 7 |
| V. F. Corporation | The North Face, Vans, Timberland, Dickies, Work Authority | 27 | 143,207 | 1.3 | % | 1.9 | % | 3 |
| Express Inc. | Express Factory | 24 | 168,000 | 1.5 | % | 1.8 | % | 4 |
| Rack Room Shoes, Inc. | Rack Room Shoes | 22 | 131,499 | 1.1 | % | 1.7 | % | 2 |
| Caleres Inc. | Famous Footwear, Naturalizer, Allen Edmonds | 30 | 157,518 | 1.4 | % | 1.7 | % | 8 |
| Luxottica Group S.p.A. | Sunglass Hut, Oakley, Lenscrafters | 52 | 76,178 | 0.7 | % | 1.7 | % | 10 |
| Levi Strauss & Co. | Levi's | 27 | 111,510 | 1.0 | % | 1.6 | % | 5 |
| H & M Hennes & Mauritz LP. | H&M | 18 | 385,321 | 3.4 | % | 1.6 | % | 1 |
| Total of Top 25 tenants | 947 | 5,984,393 | 52.2 | % | 62.5 | % | 181 |
(1)Excludes leases that have been entered into but which tenant has not yet taken possession, temporary leases and month-to-month leases. Includes all retail concepts of each tenant group for consolidated outlet centers; tenant groups are determined based on leasing relationships.
(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. Includes rents which are based on a percentage of sales in lieu of fixed contractual rents. In light of COVID-19 related closures and changes to rent arrangements that have not yet been in place for 12 months, rents based on a percentage of sales are annualized using pro rata sales for the number of days a store was open, adjusted for seasonal trends.
8
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Lease Expirations as of March 31, 2021
Percentage of Total Gross Leasable Area (1)
Percentage of Total Annualized Base Rent (1)
(1) Excludes unconsolidated outlet centers. See table on page 5.
9
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Capital Expenditures (in thousands)
| Three months ended | ||||
|---|---|---|---|---|
| March 31, | ||||
| 2021 | 2020 | |||
| Value-enhancing: | ||||
| New center developments and expansions | $ | 131 | $ | 843 |
| Other | 198 | — | ||
| 329 | 843 | |||
| Recurring capital expenditures: | ||||
| Second generation tenant allowances | 778 | 908 | ||
| Operational capital expenditures | 2,436 | 2,976 | ||
| Renovations | 23 | 2,170 | ||
| 3,237 | 6,054 | |||
| Total additions to rental property-accrual basis | 3,566 | 6,897 | ||
| Conversion from accrual to cash basis | 3,791 | 3,654 | ||
| Total additions to rental property-cash basis | $ | 7,357 | $ | 10,551 |
Leasing Activity
| Re-tenant(1) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Trailing twelve months ended: | # of Leases | Square Feet<br>(in 000’s) | Average<br>Annual<br>Straight-line Rent (psf) | Average<br><br>Tenant<br><br>Allowance (psf)(2) | Average Initial Term<br> (in years) | Net Average<br><br>Annual<br><br>Straight-line Rent (psf) (3) | |||
| 3/31/2021 | 64 | 304 | $ | 31.56 | $ | 64.21 | 6.63 | $ | 21.88 |
| 3/31/2020 | 118 | 504 | $ | 36.13 | $ | 47.70 | 7.75 | $ | 29.98 |
| Renewal(1) | |||||||||
| Trailing twelve months ended: | # of Leases | Square Feet<br>(in 000’s) | Average<br>Annual<br>Straight-line Rent (psf) | Average<br><br>Tenant<br><br>Allowance (psf)(2) | Average Initial Term<br> (in years) | Net Average<br><br>Annual<br><br>Straight-line Rent (psf) (3) | |||
| 3/31/2021 | 216 | 1,129 | $ | 26.49 | $ | 0.69 | 3.30 | $ | 26.28 |
| 3/31/2020 | 178 | 839 | $ | 33.32 | $ | 0.90 | 3.90 | $ | 33.09 |
| Total(1) | |||||||||
| Trailing twelve months ended: | # of Leases | Square Feet<br>(in 000’s) | Average<br>Annual<br>Straight-line Rent (psf) | Average<br><br>Tenant<br><br>Allowance (psf)(2) | Average Initial Term<br> (in years) | Net Average<br><br>Annual<br><br>Straight-line Rent (psf) (3) | |||
| 3/31/2021 | 280 | 1,433 | $ | 27.57 | $ | 14.17 | 4.01 | $ | 24.04 |
| 3/31/2020 | 296 | 1,343 | $ | 31.17 | $ | 18.46 | 5.34 | $ | 27.71 |
(1)Represents change in rent (base rent and common area maintenance (“CAM”)) 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.
(2)Includes other landlord costs.
(3)Net average straight-line base rent is calculated by dividing the average tenant allowance costs per square foot by the average initial term and subtracting this calculated number from the average straight-line base rent per year amount. The average annual straight-line base rent disclosed in the table above includes all concessions, abatements and reimbursements of rent to tenants. The average tenant allowance disclosed in the table above includes other landlord costs.
10
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Leasing Activity(1)
| TTM ended | TTM ended | |||||
|---|---|---|---|---|---|---|
| All Lease Terms | 3/31/2021 | 3/31/2020 | ||||
| Re-tenanted Space: | ||||||
| Number of leases | 64 | 118 | ||||
| Gross leasable area | 304,065 | 503,584 | ||||
| New initial rent per square foot | $ | 29.04 | $ | 32.76 | ||
| Prior expiring rent per square foot | $ | 33.55 | $ | 36.21 | ||
| Percent decrease | (13.4) | % | (9.5) | % | ||
| New straight-line rent per square foot | $ | 31.56 | $ | 36.13 | ||
| Prior straight-line rent per square foot | $ | 32.53 | $ | 35.50 | ||
| Percent increase (decrease) | (3.0) | % | 1.8 | % | ||
| Renewed Space: | ||||||
| Number of leases | 216 | 178 | ||||
| Gross leasable area | 1,128,813 | 838,574 | ||||
| New initial rent per square foot | $ | 25.94 | $ | 27.38 | ||
| Prior expiring rent per square foot | $ | 27.85 | $ | 28.66 | ||
| Percent decrease | (6.8) | % | (4.5) | % | ||
| New straight-line rent per square foot | $ | 26.49 | $ | 28.20 | ||
| Prior straight-line rent per square foot | $ | 27.23 | $ | 29.32 | ||
| Percent decrease | (2.7) | % | (3.8) | % | ||
| Total Re-tenanted and Renewed Space: | ||||||
| Number of leases | 280 | 296 | ||||
| Gross leasable area | 1,432,878 | 1,342,158 | ||||
| New initial rent per square foot | $ | 26.60 | $ | 29.40 | ||
| Prior expiring rent per square foot | $ | 29.06 | $ | 31.49 | ||
| Percent decrease | (8.5) | % | (6.7) | % | ||
| New straight-line rent per square foot | $ | 27.57 | $ | 31.17 | ||
| Prior straight-line rent per square foot | $ | 28.36 | $ | 31.64 | ||
| Percent decrease | (2.8) | % | (1.5) | % |
(1)For consolidated properties owned as of the period-end date. Represents change in rent (base rent and CAM) for all leases for new stores that opened or renewals that started during the respective trailing twelve month periods, except for license agreements, seasonal tenants, and month-to-month leases.
11
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Consolidated Balance Sheets (dollars in thousands)
| March 31, | December 31, | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Assets | ||||
| Rental property: | ||||
| Land | $ | 265,714 | $ | 265,968 |
| Buildings, improvements and fixtures | 2,519,214 | 2,527,404 | ||
| 2,784,928 | 2,793,372 | |||
| Accumulated depreciation | (1,078,999) | (1,054,993) | ||
| Total rental property, net | 1,705,929 | 1,738,379 | ||
| Cash and cash equivalents | 201,721 | 84,832 | ||
| Investments in unconsolidated joint ventures | 89,482 | 94,579 | ||
| Deferred lease costs and other intangibles, net | 81,807 | 84,960 | ||
| Operating lease right-of-use assets | 81,222 | 81,499 | ||
| Prepaids and other assets | 99,260 | 105,282 | ||
| Total assets | $ | 2,259,421 | $ | 2,189,531 |
| Liabilities and Equity | ||||
| Liabilities | ||||
| Debt: | ||||
| Senior, unsecured notes, net | $ | 1,141,074 | $ | 1,140,576 |
| Unsecured term loan, net | 322,753 | 347,370 | ||
| Mortgages payable, net | 78,933 | 79,940 | ||
| Unsecured lines of credit | — | — | ||
| Total debt | 1,542,760 | 1,567,886 | ||
| Accounts payable and accrued expenses | 68,084 | 88,253 | ||
| Operating lease liabilities | 89,870 | 90,105 | ||
| Other liabilities | 75,693 | 84,404 | ||
| Total liabilities | 1,776,407 | 1,830,648 | ||
| Commitments and contingencies | ||||
| Equity | ||||
| Tanger Factory Outlet Centers, Inc.: | ||||
| Common shares, $0.01 par value, 300,000,000 shares authorized, 100,794,577 and 93,569,801 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 1,008 | 936 | ||
| Paid in capital | 913,236 | 787,143 | ||
| Accumulated distributions in excess of net income | (432,895) | (420,104) | ||
| Accumulated other comprehensive loss | (20,268) | (26,585) | ||
| Equity attributable to Tanger Factory Outlet Centers, Inc. | 461,081 | 341,390 | ||
| Equity attributable to noncontrolling interests: | ||||
| Noncontrolling interests in Operating Partnership | 21,933 | 17,493 | ||
| Noncontrolling interests in other consolidated partnerships | — | — | ||
| Total equity | 483,014 | 358,883 | ||
| Total liabilities and equity | $ | 2,259,421 | $ | 2,189,531 |
12
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Consolidated Statements of Operations (in thousands, except per share data)
| Three months ended | |||||
|---|---|---|---|---|---|
| March 31, | |||||
| 2021 | 2020 | ||||
| Revenues: | |||||
| Rental revenues | $ | 97,467 | $ | 108,558 | |
| Management, leasing and other services | 1,372 | 1,443 | |||
| Other revenues | 1,855 | 1,632 | |||
| Total revenues | 100,694 | 111,633 | |||
| Expenses: | |||||
| Property operating | 35,311 | 38,627 | |||
| General and administrative | 16,793 | 12,584 | |||
| Impairment charges | — | 45,675 | |||
| Depreciation and amortization | 28,150 | 29,417 | |||
| Total expenses | 80,254 | 126,303 | |||
| Other income (expense): | |||||
| Interest expense | (14,362) | (15,196) | |||
| Other income (expense) (1) | (3,505) | 220 | |||
| Total other income (expense) | (17,867) | (14,976) | |||
| Income (loss) before equity in earnings of unconsolidated joint ventures | 2,573 | (29,646) | |||
| Equity in earnings of unconsolidated joint ventures | 1,769 | 1,527 | |||
| Net income (loss) | 4,342 | (28,119) | |||
| Noncontrolling interests in Operating Partnership | (209) | 1,427 | |||
| Noncontrolling interests in other consolidated partnerships | — | (190) | |||
| Net income (loss) attributable to Tanger Factory Outlet Centers, Inc. | 4,133 | (26,882) | |||
| Allocation of earnings to participating securities | (207) | (516) | |||
| Net income (loss) available to common shareholders of <br>Tanger Factory Outlet Centers, Inc. | $ | 3,926 | $ | (27,398) | |
| Basic earnings per common share: | |||||
| Net income (loss) | $ | 0.04 | $ | (0.30) | |
| Diluted earnings per common share: | |||||
| Net income (loss) | $ | 0.04 | $ | (0.30) |
(1)The three months ended March 31, 2021 includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.
13
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Components of Rental Revenues (in thousands)
As a lessor, substantially all of our revenues are earned from arrangements that are within the scope of Accounting Standards Codification Topic 842 “Leases” (“ASC 842”). We utilized the practical expedient in ASU 2018-11 to account for lease and non-lease components as a single component which resulted in all of our revenues associated with leases being recorded as rental revenues on the consolidated statements of operations.
The table below provides details of the components included in rental revenues:
| Three months ended | |||||
|---|---|---|---|---|---|
| March 31, | |||||
| 2021 | 2020 | ||||
| Rental revenues: | |||||
| Base rentals | $ | 66,675 | $ | 72,571 | |
| Percentage rentals | 1,991 | 1,674 | |||
| Tenant expense reimbursements | 28,994 | 33,379 | |||
| Lease termination fees | 673 | 164 | |||
| Market rent adjustments | 305 | (269) | |||
| Straight-line rent adjustments | (1,043) | 1,873 | |||
| Uncollectible tenant revenues | (128) | (834) | |||
| Rental revenues | $ | 97,467 | $ | 108,558 |
14
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Unconsolidated Joint Venture Information
The following table details certain information as of March 31, 2021, except for Net Operating Income (“NOI”) which is for the three months ended March 31, 2021, 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 | % | 398,644 | $ | 39.3 | $ | 1.5 | $ | 49.8 |
| Columbus | Columbus, OH | 50.0 | % | 355,245 | 38.0 | 1.2 | 35.4 | |||
| Galveston/Houston | Texas City, TX | 50.0 | % | 352,705 | 20.2 | 0.9 | 32.1 | |||
| National Harbor | National Harbor, MD | 50.0 | % | 341,156 | 38.2 | 1.1 | 47.3 | |||
| RioCan Canada (2) | Various | 50.0 | % | 665,100 | 87.6 | 1.6 | — | |||
| Total | 2,112,850 | $ | 223.3 | $ | 6.3 | $ | 164.6 |
(1)Net of debt origination costs and premiums.
(2)Includes a 307,883 square foot outlet center in Cookstown, Ontario; and a 357,217 square foot outlet center in Ottawa, Ontario. Tanger’s share of NOI includes $336,000 for the Saint-Sauveur, Quebec outlet center, which was sold in March 2021.
15
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Debt Outstanding Summary
As of March 31, 2021
(dollars in thousands)
| Total Debt Outstanding | Our Share of Debt | Stated<br>Interest Rate | End of Period Effective Interest Rate(1) | Maturity<br><br>Date (2) | Weighted Average Years to Maturity (2) | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Debt: | ||||||||||
| Unsecured debt: | ||||||||||
| Unsecured lines of credit(3) | $ | — | $ | — | LIBOR(4) + 1.0%(6) | 1.3 | % | 10/28/2022 | 1.6 | |
| 2023 Senior unsecured notes | 250,000 | 250,000 | 3.875% | 4.1 | % | 12/1/2023 | 2.7 | |||
| 2024 Senior unsecured notes | 250,000 | 250,000 | 3.75 | % | 3.8 | % | 12/1/2024 | 3.7 | ||
| 2026 Senior unsecured notes | 350,000 | 350,000 | 3.125 | % | 3.2 | % | 9/1/2026 | 5.4 | ||
| 2027 Senior unsecured notes | 300,000 | 300,000 | 3.875 | % | 3.9 | % | 7/15/2027 | 6.3 | ||
| Unsecured term loan | 325,000 | 325,000 | LIBOR(4) + 1.0%(6) | 1.5 | % | 4/22/2024 | 3.1 | |||
| Net debt discounts and debt origination costs | (11,173) | (11,173) | ||||||||
| Total net unsecured debt | 1,463,827 | 1,463,827 | 3.3 | % | 4.3 | |||||
| Secured mortgage debt: | ||||||||||
| Atlantic City, NJ | 26,420 | 26,420 | 5.14% - 7.65% | 5.1 | % | 11/15/2021 - 12/8/2026 | 4.2 | |||
| Southaven, MS | 51,400 | 51,400 | LIBOR + 1.80% | 1.9 | % | 4/29/2023 | 2.1 | |||
| Debt premium and debt origination costs | 1,113 | 1,113 | ||||||||
| Total net secured mortgage debt | 78,933 | 78,933 | 3.0 | % | 2.8 | |||||
| Total consolidated debt | 1,542,760 | 1,542,760 | 3.3 | % | 4.2 | |||||
| Unconsolidated JV debt: | ||||||||||
| Charlotte | 100,000 | 50,000 | 4.27 | % | 4.3 | % | 7/1/2028 | 7.3 | ||
| Columbus | 71,000 | 35,500 | LIBOR + 1.85% | 2.0 | % | 11/28/2022 | 1.7 | |||
| Galveston/Houston (5) | 64,500 | 32,250 | LIBOR + 1.85% | 2.0 | % | 7/1/2023 | 2.3 | |||
| National Harbor | 95,000 | 47,500 | 4.63 | % | 4.6 | % | 1/5/2030 | 8.8 | ||
| Debt origination costs | (1,251) | (625) | ||||||||
| Total unconsolidated JV net debt | 329,249 | 164,625 | 3.4 | % | 5.5 | |||||
| Total | $ | 1,872,009 | $ | 1,707,385 | 3.3 | % | 4.5 |
(1)The effective interest rate includes the impact of discounts and premiums and interest rate swap agreements, as applicable. See page 20 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 20 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)If LIBOR is less than 0.25% per annum, the rate will be deemed to be 0.25% for the portions of the lines of credit and bank term loan that are not fixed with an interest rate swap.
(5)In February 2021, the Galveston/Houston joint venture amended the mortgage loan to extend the maturity to July 2023, which required a reduction in principal balance from $80.0 million to $64.5 million. The amendment also increased the interest rate from LIBOR + 1.65% to LIBOR + 1.85%.
(6)On April 14, 2021, Moody’s lowered the company’s credit rating to Baa3, stable.As the company no longer has a split rating between the rating agencies, the pricing over LIBOR for the lines of credit and term loan will increase to 1.20% and 1.25%, respectively, effective May 1, 2021.
16
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Summary of Our Share of Fixed and Variable Rate Debt
As of March 31, 2021
(dollars in thousands)
| Total Debt % | Our Share of Debt | End of Period Effective Interest Rate | Average Years to Maturity (1) | ||||
|---|---|---|---|---|---|---|---|
| Consolidated: | |||||||
| Fixed (2) | 95 | % | $ | 1,466,374 | 3.4 | % | 4.3 |
| Variable | 5 | % | 76,386 | 1.7 | % | 2.4 | |
| 100 | % | 1,542,760 | 3.3 | % | 4.2 | ||
| Unconsolidated Joint ventures: | |||||||
| Fixed | 59 | % | $ | 97,054 | 4.4 | % | 8.0 |
| Variable | 41 | % | 67,571 | 2.0 | % | 1.9 | |
| 100 | % | 164,625 | 3.4 | % | 5.5 | ||
| Total: | |||||||
| Fixed | 92 | % | $ | 1,563,428 | 3.5 | % | 4.8 |
| Variable | 8 | % | 143,957 | 1.9 | % | 2.1 | |
| Total share of debt | 100 | % | $ | 1,707,385 | 3.3 | % | 4.5 |
(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 0.5% on notional amounts aggregating $300.0 million as follows:
| Effective Date | Maturity Date | Notional Amount | Bank Pay Rate | Company Fixed Pay Rate | |||
|---|---|---|---|---|---|---|---|
| Interest rate swaps: | |||||||
| July 1, 2019 | February 1, 2024 | 25,000 | 1 | month LIBOR | 1.75 | % | |
| January 1, 2021 | February 1, 2024 | 150,000 | 1 | month LIBOR | 0.60 | % | |
| January 1, 2021 | February 1, 2024 | 100,000 | 1 | month LIBOR | 0.22 | % | |
| March 1, 2021 | February 1, 2024 | 25,000 | 1 | month LIBOR | 0.24 | % | |
| Total | $ | 300,000 |
17
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Future Scheduled Principal Payments (dollars in thousands)(1)
As of March 31, 2021
| Year | Tanger<br>Consolidated<br>Payments | Tanger’s Share<br>of Unconsolidated<br>JV Payments | Total<br>Scheduled<br>Payments | |||
|---|---|---|---|---|---|---|
| 2021 | $ | 4,870 | $ | — | $ | 4,870 |
| 2022 | 4,436 | 35,500 | 39,936 | |||
| 2023 | 306,168 | 33,281 | 339,449 | |||
| 2024 | 580,140 | 1,636 | 581,776 | |||
| 2025 | 1,501 | 1,710 | 3,211 | |||
| 2026 | 355,705 | 1,788 | 357,493 | |||
| 2027 | 300,000 | 1,869 | 301,869 | |||
| 2028 | — | 46,944 | 46,944 | |||
| 2029 | — | 984 | 984 | |||
| 2030 | — | 41,538 | 41,538 | |||
| 2031 & thereafter | — | — | — | |||
| $ | 1,552,820 | $ | 165,250 | $ | 1,718,070 | |
| Net debt discounts and debt origination costs | (10,060) | (625) | (10,685) | |||
| $ | 1,542,760 | $ | 164,625 | $ | 1,707,385 |
(1)Includes applicable extensions available at our option.
Senior Unsecured Notes Financial Covenants (1)
As of March 31, 2021
| Required | Actual | Compliance | ||
|---|---|---|---|---|
| Total Consolidated Debt to Adjusted Total Assets | <60% | 45 | % | Yes |
| Total Secured Debt to Adjusted Total Assets | <40% | 3 | % | Yes |
| Total Unencumbered Assets to Unsecured Debt | >150% | 212 | % | Yes |
| Consolidated Income Available for Debt Service to Annual Debt Service Charge | >1.5 | 3.7 | 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.
Unsecured Lines of Credit & Term Loan Financial Covenants (1)
As of March 31, 2021
| Required | Actual | Compliance | ||
|---|---|---|---|---|
| Total Liabilities to Total Adjusted Asset Value (2) | <65% | 37 | % | Yes |
| Secured Indebtedness to Adjusted Unencumbered Asset Value | <35% | 5 | % | Yes |
| EBITDA to Fixed Charges | >1.5 | 3.3 | Yes | |
| Total Unsecured Indebtedness to Adjusted Unencumbered Asset Value (2) | <65% | 33 | % | Yes |
| Unencumbered Interest Coverage Ratio | >1.5 | 3.7 | Yes |
(1)For a complete listing of all debt covenants related to the Company’s Unsecured Lines of Credit & Term Loan, as well as definitions of the above terms, please refer to the Company’s filings with the Securities and Exchange Commission.
(2)Leverage ratios are based on a trailing six-month period annualized at March 31, 2021.
18
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Enterprise Value, Net Debt, Liquidity, Debt Ratios and Credit Ratings (in thousands, except per share data)
| March 31, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Enterprise Value: | ||||||
| Market value: | ||||||
| Common shares outstanding | 100,795 | 93,570 | ||||
| Exchangeable operating partnership units | 4,795 | 4,795 | ||||
| Total shares (1) | 105,589 | 98,364 | ||||
| Common share price | $ | 15.13 | $ | 9.96 | ||
| Total market value (1) | $ | 1,597,565 | $ | 979,710 | ||
| Debt: | ||||||
| Senior, unsecured notes | $ | 1,150,000 | $ | 1,150,000 | ||
| Unsecured term loans | 325,000 | 350,000 | ||||
| Mortgages payable | 77,820 | 78,743 | ||||
| Unsecured lines of credit | — | — | ||||
| Total principal debt | 1,552,820 | 1,578,743 | ||||
| Less: Net debt discounts | (2,727) | (2,851) | ||||
| Less: Debt origination costs | (7,333) | (8,006) | ||||
| Total debt | 1,542,760 | 1,567,886 | ||||
| Total enterprise value | $ | 3,140,325 | $ | 2,547,596 | ||
| Net Debt: | ||||||
| Total debt | $ | 1,542,760 | $ | 1,567,886 | ||
| Less: Cash and cash equivalents | (201,721) | (84,832) | ||||
| Net debt | $ | 1,341,039 | $ | 1,483,054 | ||
| Liquidity: | ||||||
| Cash and cash equivalents | $ | 201,721 | $ | 84,832 | ||
| Unused capacity under unsecured lines of credit | 600,000 | 600,000 | ||||
| Total liquidity | $ | 801,721 | $ | 684,832 | ||
| Ratios (2): | ||||||
| Net debt to Adjusted EBITDA (3) | 6.7 | x | 7.1 | x | ||
| Interest coverage (Adjusted EBITDA / interest expense) (3) | 3.2 | x | 3.3 | x |
(1)Amounts may not recalculate due to the effect of rounding.
(2)Ratios are presented for the trailing twelve-month period.
(3)Adjusted EBITDA is a non-GAAP measure. Refer to page 27 for a reconciliation of net income to Adjusted EBITDA.
| Credit Ratings: | |||
|---|---|---|---|
| Agency | Rating | Outlook | Latest Action |
| Moody’s Investors Services | Baa3 | Stable | April 14, 2021 |
| Standard & Poor’s Ratings Services | BBB- | Stable | February 19, 2021 |
19
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
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 generally accepted accounting principles in the United States (“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. In December 2018, NAREIT issued “NAREIT Funds From Operations White Paper - 2018 Restatement” which clarifies, where necessary, existing guidance and consolidates alerts and policy bulletins into a single document for ease of use. NAREIT defines FFO as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis.
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 (loss).
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 Core FFO, 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. We believe that FFO payout ratio, which represents regular distributions to common shareholders and unit holders of the Operating Partnership expressed as a percentage of FFO, is useful to investors because it facilitates the comparison of dividend coverage between REITs. 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; 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.
Core FFO
If applicable, we present Core FFO (formerly referred to as AFFO) as a supplemental measure of our performance. We define Core FFO 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, if applicable. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Core FFO 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 Core FFO should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
We present Core FFO 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 Core FFO 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 Core FFO when determining incentive compensation.
20
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Core FFO has limitations as an analytical tool. Some of these limitations are:
•Core FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
•Core 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 Core FFO does not reflect any cash requirements for such replacements;
•Core FFO 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 Core FFO differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, Core FFO 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 Core FFO 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 equity-based compensation, straight-line rent amounts, market rent amounts, second generation tenant allowances and lease incentives, recurring 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, impairment charges and gains or losses on the sale of assets 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 (loss), FFO or Core FFO. 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 3/31/2021
Adjusted EBITDA, EBITDAre and Adjusted EBITDAre
We present Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as adjusted for items described below (“Adjusted EBITDA”), EBITDA for Real Estate (“EBITDAre”) and Adjusted EBITDAre, all non-GAAP measures, as supplemental measures of our operating performance. Each of these measures is defined as follows:
We define Adjusted EBITDA as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP before interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, joint venture properties, outparcels and other assets, gains and losses on change of control, impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate, compensation related to voluntary retirement plan and other executive severance, gains and losses on extinguishment of debt, net and other items that we do not consider indicative of the Company's ongoing operating performance.
We determine EBITDAre based on the definition set forth by NAREIT, which is defined as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP before interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, gains and losses on change of control and impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate and after adjustments to reflect our share of the EBITDAre of unconsolidated joint ventures.
Adjusted EBITDAre is defined as EBITDAre excluding gains and losses on extinguishment of debt, net, compensation related to voluntary retirement plan and other executive severance, gains and losses on sale of outparcels, and other items that that we do not consider indicative of the Company's ongoing operating performance.
We present Adjusted EBITDA, EBITDAre and Adjusted EBITDAre as we believe they are useful for investors, creditors and rating agencies as they provide additional performance measures that are independent of a Company’s existing capital structure to facilitate the evaluation and comparison of the Company’s operating performance to other REITs and provide a more consistent metric for comparing the operating performance of the Company’s real estate between periods.
Adjusted EBITDA, EBITDAre and Adjusted EBITDAre have significant limitations as analytical tools, including:
•They do not reflect our interest expense;
•They do not reflect gains or losses on sales of operating properties or impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate;
•Adjusted EBITDA and Adjusted EBITDAre do not reflect gains and losses on extinguishment of debt and other items that may affect operations; and
•Other companies in our industry may calculate these measures differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, Adjusted EBITDA, EBITDAre and Adjusted EBITDAre 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 Adjusted EBITDA, EBITDAre and Adjusted EBITDAre only as supplemental measures.
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 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”.
22
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
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.
23
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
104dReconciliation of Net Income (Loss) to FFO and Core FFO (dollars and shares in thousands)
| Three months ended | |||||
|---|---|---|---|---|---|
| March 31, | |||||
| 2021 | 2020 | ||||
| Net income (loss) | $ | 4,342 | $ | (28,119) | |
| Adjusted for: | |||||
| Depreciation and amortization of real estate assets - consolidated | 27,554 | 28,801 | |||
| Depreciation and amortization of real estate assets - unconsolidated joint ventures | 2,996 | 3,018 | |||
| Impairment charges - consolidated | — | 45,675 | |||
| Loss on sale of joint venture property, including foreign currency effect (1) | 3,704 | — | |||
| FFO | 38,596 | 49,375 | |||
| FFO attributable to noncontrolling interests in other consolidated partnerships | — | (190) | |||
| Allocation of earnings to participating securities | (392) | (516) | |||
| FFO available to common shareholders (2) | $ | 38,204 | $ | 48,669 | |
| As further adjusted for: | |||||
| Compensation related to voluntary retirement plan and other executive severance (3) | 2,418 | — | |||
| Impact of above adjustment to the allocation of earnings to participating securities | (22) | — | |||
| Core FFO available to common shareholders (2) | $ | 40,600 | $ | 48,669 | |
| FFO available to common shareholders per share - diluted (2) | $ | 0.38 | $ | 0.50 | |
| Core FFO available to common shareholders per share - diluted (2) | $ | 0.40 | $ | 0.50 | |
| Weighted Average Shares: | |||||
| Basic weighted average common shares | 94,812 | 92,500 | |||
| Effect of notional units | 288 | — | |||
| Effect of outstanding options | 717 | — | |||
| Diluted weighted average common shares (for earnings per share computations) | 95,817 | 92,500 | |||
| Exchangeable operating partnership units | 4,794 | 4,911 | |||
| Diluted weighted average common shares (for FFO per share computations) (2) | 100,611 | 97,411 |
(1)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.
(2)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.
(3)Includes compensation cost related to a voluntary retirement plan offer that required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021.
24
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Reconciliation of FFO to FAD (dollars and shares in thousands)
| Three months ended | |||||||
|---|---|---|---|---|---|---|---|
| March 31, | |||||||
| 2021 | 2020 | ||||||
| FFO available to common shareholders | $ | 38,204 | $ | 48,669 | |||
| Adjusted for: | |||||||
| Corporate depreciation excluded above | 596 | 616 | |||||
| Amortization of finance costs | 1,173 | 757 | |||||
| Amortization of net debt discount | 127 | 118 | |||||
| Amortization of equity-based compensation | 3,845 | 3,789 | |||||
| Straight-line rent adjustments | 1,043 | (1,872) | |||||
| Market rent adjustments | (213) | 362 | |||||
| Second generation tenant allowances and lease incentives | (778) | (5,729) | |||||
| Capital improvements | (956) | (5,146) | |||||
| Adjustments from unconsolidated joint ventures | (543) | (32) | |||||
| FAD available to common shareholders (1) | $ | 42,498 | $ | 41,532 | |||
| Dividends per share | $ | 0.1775 | $ | 0.3550 | |||
| FFO payout ratio | 47 | % | 71 | % | |||
| FAD payout ratio | 42 | % | 83 | % | |||
| Diluted weighted average common shares (1) | 100,611 | 97,411 |
(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.
25
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Reconciliation of Net Income (Loss) to Portfolio NOI and Same Center NOI for the consolidated portfolio (in thousands)
| Three months ended | |||||
|---|---|---|---|---|---|
| March 31, | |||||
| 2021 | 2020 | ||||
| Net income (loss) | $ | 4,342 | $ | (28,119) | |
| Adjusted to exclude: | |||||
| Equity in earnings of unconsolidated joint ventures | (1,769) | (1,527) | |||
| Interest expense | 14,362 | 15,196 | |||
| Other (income) expense | 3,505 | (220) | |||
| Impairment charges | — | 45,675 | |||
| Depreciation and amortization | 28,150 | 29,417 | |||
| Other non-property (income) expenses | (400) | 139 | |||
| Corporate general and administrative expenses | 16,770 | 12,579 | |||
| Non-cash adjustments (1) | 844 | (1,502) | |||
| Lease termination fees | (673) | (164) | |||
| Portfolio NOI | 65,131 | 71,474 | |||
| Non-same center NOI (2) | (83) | (741) | |||
| Same Center NOI | $ | 65,048 | $ | 70,733 |
(1)Non-cash items include straight-line rent, above and below market rent amortization, straight-line rent expense on land leases and gains or losses on outparcel sales, as applicable.
(2)Excluded from Same Center NOI:
| Outlet centers sold: | |
|---|---|
| Terrell | August 2020 |
| Jeffersonville | January 2021 |
Same Center NOI for the consolidated portfolio (in thousands)
| Three months ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | % | |||||||
| 2021 | 2020 | Change | ||||||
| Same Center Revenues: | ||||||||
| Rental revenues | $ | 96,889 | $ | 104,297 | -7.1 | % | ||
| Other revenues | 2,019 | 1,759 | 14.8 | % | ||||
| Total same center revenues | 98,908 | 106,056 | -6.7 | % | ||||
| Same Center Expenses: | ||||||||
| Property operating | 33,821 | 35,317 | -4.2 | % | ||||
| General and administrative | 39 | 6 | 550.0 | % | ||||
| Total same center expenses | 33,860 | 35,323 | -4.1 | % | ||||
| Same Center NOI | $ | 65,048 | $ | 70,733 | -8.0 | % |
26
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Reconciliation of Net Income (Loss) to Adjusted EBITDA (in thousands)
| Three months ended | |||||
|---|---|---|---|---|---|
| March 31, | |||||
| 2021 | 2020 | ||||
| Net income (loss) | $ | 4,342 | $ | (28,119) | |
| Adjusted to exclude: | |||||
| Interest expense | 14,362 | 15,196 | |||
| Depreciation and amortization | 28,150 | 29,417 | |||
| Impairment charges - consolidated | — | 45,675 | |||
| Loss on sale of joint venture property, including foreign currency effect (1) | 3,704 | — | |||
| Compensation related to voluntary retirement plan and other executive severance (2) | 2,418 | — | |||
| Adjusted EBITDA | $ | 52,976 | $ | 62,169 | |
| Twelve months ended | |||||
| --- | --- | --- | --- | ||
| March 31, | December 31, | ||||
| 2021 | 2020 | ||||
| Net loss | $ | (5,552) | $ | (38,013) | |
| Adjusted to exclude: | |||||
| Interest expense | 62,308 | 63,142 | |||
| Depreciation and amortization | 115,876 | 117,143 | |||
| Impairment charges - consolidated (3) | 21,551 | 67,226 | |||
| Impairment charge - unconsolidated joint ventures | 3,091 | 3,091 | |||
| Loss on sale of joint venture property, including foreign currency effect (1) | 3,704 | — | |||
| Gain on sale of assets | (2,324) | (2,324) | |||
| Compensation related to voluntary retirement plan and other executive severance (2) | 2,991 | 573 | |||
| Gain on sale of outparcel - unconsolidated joint ventures | (992) | (992) | |||
| Adjusted EBITDA | $ | 200,653 | $ | 209,846 |
(1)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.
(2)Includes compensation cost related to a voluntary retirement plan offer that required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021.
(3)Includes $1.4 million and $4.0 million for the twelve months ended March 31, 2021 and December 31, 2020, respectively, of impairment loss attributable to the right-of-use asset associated with the ground lease at the Mashantucket (Foxwoods), Connecticut outlet center.
27
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Reconciliation of Net Income (Loss) to EBITDAre and Adjusted EBITDAre (in thousands)
| Three months ended | |||||
|---|---|---|---|---|---|
| March 31, | |||||
| 2021 | 2020 | ||||
| Net income (loss) | $ | 4,342 | $ | (28,119) | |
| Adjusted to exclude: | |||||
| Interest expense | 14,362 | 15,196 | |||
| Depreciation and amortization | 28,150 | 29,417 | |||
| Impairment charges - consolidated | — | 45,675 | |||
| Loss on sale of joint venture property, including foreign currency effect (1) | 3,704 | — | |||
| Pro-rata share of interest expense - unconsolidated joint ventures | 1,472 | 1,867 | |||
| Pro-rata share of depreciation and amortization - unconsolidated joint ventures | 2,996 | 3,018 | |||
| EBITDAre | $ | 55,026 | $ | 67,054 | |
| Compensation related to voluntary retirement plan and other executive severance (2) | 2,418 | — | |||
| Adjusted EBITDAre | $ | 57,444 | $ | 67,054 | |
| Twelve months ended | |||||
| --- | --- | --- | --- | ||
| March 31, | December 31, | ||||
| 2021 | 2020 | ||||
| Net loss | $ | (5,552) | $ | (38,013) | |
| Adjusted to exclude: | |||||
| Interest expense | 62,308 | 63,142 | |||
| Depreciation and amortization | 115,876 | 117,143 | |||
| Impairment charges - consolidated (3) | 21,551 | 67,226 | |||
| Impairment charge - unconsolidated joint ventures | 3,091 | 3,091 | |||
| Loss on sale of joint venture property, including foreign currency effect (1) | 3,704 | — | |||
| Gain on sale of assets | (2,324) | (2,324) | |||
| Pro-rata share of interest expense - unconsolidated joint ventures | 6,150 | 6,545 | |||
| Pro-rata share of depreciation and amortization - unconsolidated joint ventures | 12,002 | 12,024 | |||
| EBITDAre | $ | 216,806 | $ | 228,834 | |
| Compensation related to voluntary retirement plan and other executive severance (2) | 2,991 | 573 | |||
| Gain on sale of outparcel - unconsolidated joint ventures | (992) | (992) | |||
| Adjusted EBITDAre | $ | 218,805 | $ | 228,415 |
(1)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.
(2)Includes compensation cost related to a voluntary retirement plan offer that required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021.
(3)Includes $1.4 million and $4.0 million for the twelve months ended March 31, 2021 and December 31, 2020, respectively, of impairment loss attributable to the right-of-use asset associated with the ground lease at the Mashantucket (Foxwoods), Connecticut outlet center.
28
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Non-GAAP Pro Rata Balance Sheet Information as of March 31, 2021 (in thousands)
| Non-GAAP | ||
|---|---|---|
| Pro Rata Portion Unconsolidated Joint Ventures (1) | ||
| Assets | ||
| Rental property: | ||
| Land | $ | 41,743 |
| Buildings, improvements and fixtures | 233,658 | |
| Construction in progress | 1,530 | |
| 276,931 | ||
| Accumulated depreciation | (75,570) | |
| Total rental property, net | 201,361 | |
| Cash and cash equivalents | 10,229 | |
| Deferred lease costs and other intangibles, net | 2,238 | |
| Prepaids and other assets | 9,489 | |
| Total assets | $ | 223,317 |
| Liabilities and Owners’ Equity | ||
| Liabilities | ||
| Mortgages payable, net | $ | 164,625 |
| Accounts payable and accruals | 7,095 | |
| Total liabilities | 171,720 | |
| Owners’ equity | 51,597 | |
| Total liabilities and owners’ equity | $ | 223,317 |
(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 $3.4 million as of March 31, 2021 and are being amortized over the various useful lives of the related assets.
29
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
Non-GAAP Pro Rata Statement of Operations Information for the three months ended March 31, 2021 (in thousands)
| Non-GAAP Pro Rata Portion | ||||
|---|---|---|---|---|
| Noncontrolling Interests | Unconsolidated Joint Ventures | |||
| Revenues: | ||||
| Rental revenues | $ | — | $ | 10,271 |
| Other revenues | — | 225 | ||
| Total revenues | — | 10,496 | ||
| Expense: | ||||
| Property operating | — | 4,207 | ||
| General and administrative | — | 14 | ||
| Depreciation and amortization | — | 2,996 | ||
| Impairment charges | — | — | ||
| Total expenses | — | 7,217 | ||
| Other income (expense): | ||||
| Interest expense | — | (1,472) | ||
| Loss on sale of assets | (66) | |||
| Other income (expenses) | — | 28 | ||
| Total other income (expense) | $ | — | $ | (1,510) |
| Net income | $ | — | $ | 1,769 |
The table below provides details of the components included in our share of rental revenues for the three months ended March 31, 2021 (in thousands)
| Non-GAAP Pro Rata Portion | ||||
|---|---|---|---|---|
| Noncontrolling Interests | Unconsolidated Joint Ventures | |||
| Rental revenues: | ||||
| Base rentals | $ | — | $ | 6,231 |
| Percentage rentals | — | 483 | ||
| Tenant expense reimbursements | — | 3,811 | ||
| Lease termination fees | — | 94 | ||
| Market rent adjustments | — | (24) | ||
| Straight-line rent adjustments | — | (303) | ||
| Uncollectible tenant revenues | — | (21) | ||
| Rental revenues | $ | — | $ | 10,271 |
30
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021
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 |
31
Supplemental Operating and Financial Data for the
Quarter Ended 3/31/2021