-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QZcmoVSJ+hIQ8DxWE19vT1RNwFY+25Nfo+GtSKxCIvrrRVVfYZQx43NtpJ3b5T/F 6vlEElYsmIjjh98YRZFnIA== 0000950168-97-001111.txt : 19970502 0000950168-97-001111.hdr.sgml : 19970502 ACCESSION NUMBER: 0000950168-97-001111 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970426 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970501 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TANGER FACTORY OUTLET CENTERS INC CENTRAL INDEX KEY: 0000899715 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 561815473 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11986 FILM NUMBER: 97593079 BUSINESS ADDRESS: STREET 1: 1400 WEST NORTHWOOD ST CITY: GREENSBORO STATE: NC ZIP: 27408 BUSINESS PHONE: 9192741666 MAIL ADDRESS: STREET 1: 1400 WEST NORTHWOOD STREET CITY: GREENSBORO STATE: NC ZIP: 27408 8-K 1 TANGER FACTORY OUTLET 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 APRIL 28, 1997 Date of Report (Date of earliest event reported) TANGER FACTORY OUTLET CENTERS, INC. (Exact name of registrant as specified in its charter) NORTH CAROLINA (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) 1-11986 56-1815473 (COMMISSION FILE NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.) 1400 WEST NORTHWOOD STREET, GREENSBORO, NC 27408 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) (910) 274-1666 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) NOT APPLICABLE (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANACIAL INFOMATION AND EXHIBITS (c) Exhibits The exhibit listed below relates to the Company's press release on April 28, 1997 to announce the financial results for the quarter ended March 31, 1997. Exhibit No. Description 99 Press release to annouce the financial results for the quarter ended March 31, 1997.* * Filed herewith SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. TANGER FACTORY OUTLET CENTERS, INC. By: /s/ Frank C. Marchisello, Jr Frank C. Marchisello, Jr. Vice President, Chief Financial Officer Date: May 1, 1997 2 EX-99 2 EXHIBIT 99 EXHIBIT 99 TANGER FACTORY OUTLET CENTERS, INC. NEWS RELEASE FOR RELEASE: IMMEDIATE RELEASE CONTACT: Frank C. Marchisello, Jr. (910) 274-1666 TANGER REPORTS COMP STORE SALES UP 10% FIRST QUARTER FUNDS FROM OPERATIONS UP 5% Greensboro, NC, April 28, 1997, Tanger Factory Outlet Centers, Inc. (NYSE:SKT), today reported tenant sales for stores open the first quarter of 1997 and 1996 were up approximately 10%. Total tenant sales for all centers increased approximately 17% for the first quarter of 1997 to $149 million compared to $127 million for the same period of 1996. Funds from operations (FFO), assuming full conversion of the minority interest in the operating partnership, for the first quarter ended March 31, 1997 rose 5% to $8.2 million, or $.77 per share on a fully-diluted basis, compared to $7.8 million, or $.74 per share in the same period of 1996. This marks the 15th consecutive quarter in which the Company's FFO has exceeded its FFO for the same period in the prior year. Tanger posted the following increases during the quarter ended March 31, 1997, compared to the quarter ended March 31, 1996; base rental income increased 7.8% to $13.2 million from $12.3 million; total revenues increased 6.1% to $19.2 million from $18.1 million; and net operating income increased 10.6% to $12.1 million from $10.9 million. During the quarter, the Company completed the acquisition of the Five Oaks Factory Stores (renamed Tanger Five Oaks) in Sevierville (Pigeon Forge), TN for $18 million. This 123,000 square foot center features 29 upscale outlet stores including Polo Ralph Lauren, Tommy Hilfiger, Nautica, Gap, and Reebok. Tanger also received an upgrade from Moody's Investors Services on its Series A Cumulative Convertible Redeemable Preferred Shares from "b2" to "b1" and a change in Moody's overall ratings outlook on the Company from "stable" to "positive". In addition, on April 10, 1997, the Board of Directors approved a $.12 per share increase in the annual cash dividend on the Company's common shares and a $.11 per share increase on the preferred depositary shares, both representing a 5.8% increase in the per share dividend rate. 1400 West Northwood Street * Greensboro, NC 27408 * 910-274-1666 * FAX 910-274-6632 2 TANGER REPORTS COMP STORE SALES UP 10% FIRST QUARTER FUNDS FROM OPERATIONS UP 5% Tanger is continuing construction on a 241,436 square foot expansion of its very successful center in Riverhead, NY. Stores are scheduled to begin opening in late April 1997 with stores continuing to open for several months, at which time the entire Riverhead center totalling 527,631 square feet will be at 100% occupancy with more than 150 tenants. The Company has also begun construction on a 26,815 square foot expansion to its property in Lancaster, PA which is scheduled to open in the fourth quarter of 1997. In addition, Tanger's Board of Directors has approved construction of a 57,851 square foot expansion to Tanger's property in Commerce, GA with completion currently estimated for late 1997. The Company ended the quarter with approximately 3.9 million square feet of gross leasable area in operation, up 8.2% from 3.6 million at March 31, 1996, and its operating properties were 97% leased. Stanley K. Tanger, Chairman of the Board and Chief Executive Officer, said, "We are extremely pleased with the results for the first quarter of 1997. A strategic acquisition, a ratings upgrade, a 10% increase in comp sales and a 5.8% increase in the annual dividend paid to our shareholders, together with our strong first quarter earnings and our current development activity signal an aggressive start to what we believe will be a very exciting year for our company." Tanger Factory Outlet Centers, Inc., a fully-integrated, self-administered and self-managed publicly-traded REIT, presently owns and operates 28 factory outlet centers in 22 states coast to coast, totalling approximately 3.9 million square feet of gross leasable area. 1400 West Northwood Street * Greensboro, NC 27408 * 910-274-1666 * FAX 910-274-6632 ### TANGER FACTORY OUTLET CENTERS, INC. C O N S O L I D A T E D S T A T E M E N T S O F O P E R A T I O N S (In thousands, except share data) Three Months Ended March 31, ---------------------------- 1997 1996 ----------- ----------- (Unaudited) (Unaudited) Revenues Base rentals (a) $ 13,248 $ 12,295 Percentage rentals 398 267 Expense reimbursements 5,397 5,335 Other income 182 226 ----------- ------------ Total revenues 19,225 18,123 ----------- ----------- Expenses Operating and maintenance 5,625 5,804 General and administrative 1,524 1,403 Interest 3,822 3,063 Depreciation and amortization 4,289 3,943 ----------- ----------- Total expenses 15,260 14,213 ----------- ----------- Income before minority interest and extraordinary item 3,965 3,910 Minority interest (b) (1,107) (1,061) ----------- ----------- Income before extraordinary item 2,858 2,849 Extraordinary item - Loss on early extinguishment of debt, net of minority interest of $270 -- (561) ----------- ----------- Net income $ 2,858 $ 2,288 =========== =========== Per common share outstanding (c): Income before extraordinary item $ 0.36 $ 0.35 Net income $ 0.36 $ 0.26 =========== =========== Funds from operations before minority interest (d) $ 8,202 $ 7,820 Funds from operations per share (fully diluted)(e) $ 0.77 $ 0.74 =========== =========== Weighted average number of shares outstanding 6,705,969 6,291,281 ========== ============ (a) Includes straight-line rent of $132 and $372, respectively. (b) Minority interest represents the Original Owners of the Company's percentage ownership in the Operating Partnership during each period shown. (c) Income in the per share computations are net of applicable preferred dividends. (d) Funds from operations is defined as income (loss) before extraordinary items and gains (losses) on sale of property, plus depreciation and amortization uniquely significant to real estate. (e) Assumes conversion of all preferred depositary shares to common shares as of January 1, 1996. Not shown in the income per share computations since the effect of conversion would be anti-dilutive. ============================================================================= C O N D E N S E D C O N S O L I D A T E D B A L A N C E S H E E T S (In thousands) March 31, December 31, 1997 1996 ------------------------------------------------ (Unaudited) Assets: Rental property, net $336,425 $311,454 Cash and cash equivalents 2,515 2,585 Other assets 16,938 18,099 ------------------------------------------------ $355,878 $332,138 ================================================ Liabilities: Long-term debt $203,650 $178,004 Other liabilities 17,431 17,878 ------------------------------------------------ Total liabilities 221,081 195,882 Minority interest 25,156 25,599 Shareholders' equity 109,641 110,657 ------------------------------------------------ $355,878 $332,138 ================================================ TANGER FACTORY OUTLET CENTERS, INC. SUPPLEMENTAL INFORMATION MARCH 31, 1997 (Unaudited and in thousands, except share data and other information) =============================================================================== CALCULATION OF FUNDS FROM OPERATIONS Three Months Ended March 31, -------------------- 1997 1996 -------------------- Income before minority interest & extraordinary item $3,965 $3,910 Adjusted for: Depreciation & amortization of assets uniquely significant to real estate 4,237 3,910 ------------------- Funds From Operations $8,202 $7,820 =================== Funds From Operations Per Share (fully-diluted) $0.77 $0.74 =================== =============================================================================== CALCULATION OF FULLY-DILUTED NUMBER OF SHARES Three Months Ended March 31, ---------------------------- 1997 1996 ----------------------------- Weighted Average Common Shares 6,705,969 6,291,281 Effect of Outstanding Stock and Unit Options 72,658 11,741 Weighted Average Preferred Shares As if Converted to Common 855,376 1,270,069 Minority Interest Limited Partnership Units 3,033,305 3,033,305 -------------------------- Total Fully-Diluted Number of Shares 10,667,308 10,606,396 ========================== =============================================================================== OTHER INFORMATION Three Months Ended March 31, ---------------------------------- 1997 1996 --------------------------------- Gross leasable area open at end of period 3,865,369 3,571,500 Weighted average gross leasable area 3,781,430 3,542,472 Outlet centers in operation 28 27 New centers opened 0 0 New centers aquired 1 0 Centers expanded 0 1 States operated in at end of period 22 22 -----END PRIVACY-ENHANCED MESSAGE-----