TFOC 8K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
___________
 
FORM 8-K/A
 
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
(Date of earliest event reported):  October 26, 2005
 
TANGER FACTORY OUTLET CENTERS, INC.
_________________________________________
(Exact name of registrant as specified in its charter)
 

 North Carolina
(State or other jurisdiction of Incorporation)
 1-11986
(Commission File Number)
56-1815473
(I.R.S. Employer Identification Number)
  

3200 Northline Avenue, Greensboro, North Carolina 27408
(Address of principal executive offices) (Zip Code)
 
(336) 292-3010
(Registrants’ 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))
 
1
 
TANGER FACTORY OUTLET CENTERS, INC.
 
CURRENT REPORT
 
ON
 
FORM 8-K/A
                                              
 
Section 9.  Financial Statements and Exhibits

We are amending the Form 8-K/A dated October 24, 2005, in order to revise our financial assumptions as a result of our preferred share offering which priced on October 26, 2005.

Item 9.01 Financial Statements and Exhibits
 
Tanger Factory Outlet Centers, Inc., (the “Company”), filed a Form 8-K dated August 22, 2005 to announce an agreement to acquire for $282.5 million the remaining two-thirds interest in the portfolio of nine factory outlet centers with approximately 3.3 million square feet, (the “Charter Oak Portfolio”) owned by an affiliate of Blackstone Real Estate Advisors (“Blackstone”).  The Company and Blackstone originally acquired the Charter Oak Portfolio in December 2003 through a joint venture, COROC Holdings LLC (“COROC”), whereby the Company owned a one-third interest and Blackstone owned a two-thirds interest.
 
Our factory outlet centers and other assets are held by, and all of our operations are conducted by, our majority owned subsidiary, Tanger Properties Limited Partnership (the “Operating Partnership”).  The terms “we”, “our” and “us” refer to the Company and the Operating Partnership together, as the context requires.
 
Separate financial statements for the Charter Oak Portfolio are not required since the results of its operations have been included in our audited consolidated financial statements since December 2003.  Unaudited pro forma financial information filed herewith to give effect to the proposed acquisition are as set forth below:
 
(b)  Pro Forma Financial Information                                                                           Page
 
      (1)  Pro Forma Consolidated Statements of Operations (unaudited)
                        for the nine months ended September 30, 2005 and notes thereto      5
                        for the year ended December 31, 2004 and notes thereto                     7
 
      (2)  Pro Forma Consolidated Balance Sheet (unaudited)   
                        as of September 30, 2005 and notes thereto                              9

 
2

TANGER FACTORY OUTLET CENTERS, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
  
The accompanying unaudited Pro Forma Consolidated Financial Statements have been derived from the historical statements of the Company and give effect to the proposed acquisition of the remaining two-thirds interest in the Charter Oak Portfolio owned by Blackstone. The unaudited Pro Forma Consolidated Statements of Operations for the nine months ended September 30, 2005 and the year ended December 31, 2004 assume the acquisition had occurred as of January 1, 2004.  The unaudited Pro forma Consolidated Balance Sheet assumes the acquisition had occurred on September 30, 2005.
 
The purchase price of $282.5 million involves an all-cash payment, which we expect to finance in the public markets through a mixture of long-term unsecured debt and equity.  Closing of the transaction is subject to certain conditions including those contained within an existing GMAC loan currently collateralizing the properties. We anticipate the transaction will close sometime in November 2005.
 
The unaudited Pro Forma Consolidated Financial Statements reflect the early prepayment of our mortgages with John Hancock totaling $77.4 million as well as an associated prepayment premium of $9.4 million on October 3, 2005, which were secured by four properties in our portfolio.

The unaudited Pro Forma Consolidated Financial Statements also reflect our assumption that we will finance the purchase price of $282.5 million, the related estimated closing costs of $3.3 million and the early prepayment of the John Hancock mortgages and related prepayment premium totaling $86.8 million. The financing will include (1) the issuance of 2.0 million preferred shares with net proceeds of approximately $48.1 million; (2) the issuance of long-term unsecured public debt with net proceeds of approximately $248.1 million; (3) the use of $24.75 million in cash equivalents and short-term investments available as of September 30, 2005; and (4) draw downs of $51.6 million of available lines of credit. There can be no assurance that closing on the transaction will actually occur or that we will be able to issue these securities in the form and for the amounts stated above to fund our transaction.  Changes in the form of securities issued or in the amount of common shares, preferred shares and debt actually issued could result in an increase or decrease in pro forma income from continuing operations and related pro forma earnings per share.
 
The accompanying unaudited Pro Forma Consolidated Financial Statements reflect a preliminary allocation of the purchase price under Statement of Financial Accounting Standards No. 141, “Business Combinations” (“FAS 141”).  This allocation is subject to final adjustment following the acquisition.  The Company expects to finalize the valuation following the consummation of the transaction.  Changes in the allocation of the purchase price and/or estimated useful lives from those used in the unaudited Pro Forma Consolidated Financial Statements could result in an increase or decrease in pro forma income from continuing operations and related pro forma earnings per share. The following table summarizes our preliminary allocation of purchase price plus closing costs and the estimated useful lives used for the pro forma calculations.
 
 
Amount
(in thousands)
Average estimated
useful life (in years)
Land
$
4,873 
 
  
Buildings, improvements and fixtures
 
41,048 
 
24.4
Deferred lease and other intangibles:
 
  
 
  
     Above (below) market leases, net
 
     (4,754)
 
3.8
     Other lease related intangibles (principally tenant relationships and
 
 
 
  
        lease in place value)
 
16,186
 
5.9
Debt premium
 
1,173
 
3.0
Minority interest    
 
227,234
 
  
     Net assets acquired
 $
285,760
 
  
 
 


 
3


The unaudited Pro Forma Consolidated Financial Statements have been prepared by the Company's management.  These pro forma statements may not be indicative of the results that would have actually occurred if the acquisition and the early prepayment of the John Hancock mortgages had been in effect on the dates indicated, nor do they purport to represent the results of operations for future periods.  The unaudited Pro Forma Consolidated Financial Statements should be read in conjunction with the Company's unaudited financial statements and notes thereto as of September 30, 2005 and for the nine months then ended (which are contained in the Company's Form 10-Q for the period ended September 30, 2005), and the Company’s audited financial statements and notes thereto as of December 31, 2004 and for the year then ended (which are contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2004).
 


 



4


TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 2005
(Unaudited)
(In thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      
Pro forma
        
Pro forma
 
 
 
Historical
    
Adjustments
        
Consolidated
 
             
 
(a) 
 
 
 
 
 
 
 
 
 
REVENUES
 
 
 
 
 
 
 
 
 
 
 
  Base rentals
$
99,370
 
$
929
 
(b
)
$
100,299
 
  Percentage rentals
 
3,968
 
 
 
 
 
 
 
3,968
 
  Expense reimbursements
 
41,165
 
 
 
 
 
 
 
41,165
 
  Other income
 
3,747
 
 
(74
)
(c
)
 
3,673
 
    Total revenues
 
148,250
 
 
855
  
 
 
 
149,105
 
EXPENSES
 
 
 
 
 
 
 
 
 
 
 
  Property operating
 
46,911
 
 
 
 
 
 
 
46,911
 
  General and administrative
 
10,333
 
 
 
 
 
 
 
10,333
  
  Depreciation and amortization
 
36,458
 
 
3,317
 
(d
)
 
39,775
 
    Total expenses
 
93,702
 
 
3,317
 
 
 
 
97,019
 
  Operating income
 
54,548
 
 
(2,462
)
 
 
 
52,086
 
  Interest expense
 
24,327
 
 
7,631
 
(e
)
 
31,958
 
Income before equity in earnings of unconsolidated joint
 
 
 
 
 
 
 
 
 
 
 
  ventures, minority interest, discontinued operations
 
 
 
 
 
 
 
 
 
 
 
  and loss on sale of real estate
 
30,221
 
 
(10,093
)
 
 
 
20,128
 
Equity in earnings of unconsolidated joint ventures
 
714
 
 
 
 
 
 
 
714
 
Minority interests:
 
 
 
 
 
 
 
 
 
 
 
   Consolidated joint venture
 
(20,211
)
 
20,211
 
(f
)
 
-
 
   Operating partnership
 
(1,917
)
 
(1,085
)
(f
)
 
(3,002
)
Income from continuing operations
$
8,807
 
$
9,033
 
 
 
$
17,840
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic earnings per common share:
 
 
 
 
 
 
 
 
 
 
 
   Income from continuing operations
$
.18
 
 
 
 
 
 
$
.49
 (h)
   Weighted average shares
 
27,682
 
 
2,681
 
(g
)
 
30,363
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted earnings per common share:
 
 
 
 
 
 
 
 
 
 
 
   Income from continuing operations
$
.18
 
 
 
 
 
 
$
.49
 (h)
   Weighted average shares
 
27,934
 
 
2,681
 
(g
)
 
30,615
 
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

5
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2005
 
a)      As reported in the unaudited consolidated statement of operations of Tanger Factory Outlet Centers, Inc. and Subsidiaries for the nine months ended September 30, 2005. 
 
b)      To reflect amortization of the portion of the purchase price assigned to above and below market leases in accordance with FAS 141.
 
c)      To reflect the elimination of interest income earned from available cash equivalents and short-term investments remaining from the September 2, 2005 issuance of 3.0 million common shares.
 
d)      To reflect depreciation and amortization on the partial step-up of assets to fair value.
 
e)      To reflect (1) interest expense from the assumed issuance of $250.0 million in unsecured public debt with a coupon rate of 6.00% (effective rate of 6.08% after underwriting discount; an increase or decrease of 100 basis points in the coupon rate would result in an increase or decrease in interest expense of $2.5 million on an annual basis); (2) the amortization of debt issuance costs ($1.9 million amortized over ten years); (3) reduction in the amortization of debt premium of $1.2 million amortized over three years; (4) adjustments to interest expense to reflect an assumed $51.6 million balance outstanding on available lines of credit at an interest rate of 4.79% based on one month LIBOR plus 0.85%; and (5) the elimination of interest paid during the year on the John Hancock mortgage loans, which were repaid early on October 3, 2005, totaling $77.4 million with interest rates ranging from 7.875% to 7.89% and their associated loan cost amortization.   
 
f)      To eliminate the minority interest in the net income of the consolidated joint venture that is being acquired in this transaction and to reflect the minority interest in the additional income of the Operating Partnership resulting from the pro forma adjustments.
 
g)       To reflect the 3.0 million common shares issued on September 2, 2005, which had a weighted average of 319,000 shares outstanding for the nine months ended September 30, 2005, as if the shares had been issued as of the beginning of the nine month period.
 
h)      Pro forma income per share is computed as follows:  Income from continuing operations less preferred share dividends of $2.8 million (from the issuance of 2.0 million preferred shares at a price of $25 per share and at a coupon rate of 7.5%) divided by pro forma weighted average shares outstanding.  

 
 
 



6



 
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended December 31, 2004
(Unaudited)
(In thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
      
Pro forma
          
Pro forma
 
 
 
 
Historical
    
Adjustments
          
Consolidated
 
 
 
 
(a) 
 
 
 
 
 
 
 
 
 
 
REVENUES
 
 
 
 
 
 
 
 
 
 
 
 
 
  Base rentals
 
$
129,884
 
$
1,238
 
 
(b
)
$
131,122
 
  Percentage rentals
 
 
5,338
 
 
 
 
 
 
 
 
5,338
 
  Expense reimbursements
 
 
52,585
 
 
 
 
 
 
 
 
52,585
 
  Other income
 
 
6,746
 
 
 
 
 
 
 
 
6,746
 
    Total revenues
 
 
194,553
 
 
1,238
 
 
 
 
 
195,791
 
EXPENSES
 
 
 
 
 
 
 
 
 
 
 
 
 
  Property operating
 
 
59,759
 
 
 
 
 
 
 
 
59,759
 
  General and administrative
 
 
12,820
 
 
 
 
 
 
 
 
12,820
 
  Depreciation and amortization
 
 
51,446
 
 
4,422
 
 
(c
)
 
55,868
 
    Total expenses
 
 
124,025
 
 
4,422
 
 
 
 
 
128,447
 
Operating income
 
 
70,528
 
 
(3,184
)
 
 
 
 
67,344
 
  Interest expense
 
 
35,117
 
 
11,290
 
 
(d
)
 
46,407
 
Income before equity in earnings of unconsolidated joint
 
 
35,411
 
 
(14,474
)
 
 
 
 
20,937
 
   ventures, minority interest and discontinued operations
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity in earnings of unconsolidated joint ventures
 
 
1,042
 
 
 
 
 
 
 
 
1,042
 
Minority interests:
 
 
 
 
 
 
 
 
 
 
 
 
 
   Consolidated joint venture
 
 
(27,144
)
 
27,144
 
 
(e
)
 
-
 
   Operating partnership
 
 
(1,701
)
 
(1,361
)
 
(e
)
 
(3,062
)
Income from continuing operations
 
$
7,608
 
$
11,309
 
 
 
 
$
18,917
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic earnings per common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
   Income from continuing operations
 
$
.28
 
 
 
 
 
 
 
$
.50
 (g)
   Weighted average shares
 
 
27,044
 
 
3,000
 
 
(f
)
 
30,044
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted earnings per common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
   Income from continuing operations
 
$
.28
 
 
 
 
 
 
 
$
.50
 (g)
   Weighted average shares
 
 
27,261
 
 
3,000
 
 
(f
)
 
30,261
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements. 



7


TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2004
 
a)      As reported in the audited consolidated statement of operations of Tanger Factory Outlet Centers, Inc. and Subsidiaries for the year ended December 31, 2004. 
 
b)      To reflect amortization of the portion of the purchase price assigned to above and below market leases in accordance with FAS 141.
 
c)      To reflect depreciation and amortization on the partial step-up of assets to fair value.
 
d)      To reflect (1) interest expense from the assumed issuance of $250.0 million in unsecured public debt with a coupon rate of 6.00% (effective rate of 6.08% after underwriting discount; an increase or decrease of 100 basis points in the coupon rate would result in an increase or decrease in interest expense of $2.5 million on an annual basis): (2) the amortization of debt issuance costs ($1.9 million amortized over ten years); (3) reduction in the amortization of debt premium of $1.2 million amortized over three years; (4) adjustments to interest expense to reflect an assumed $51.6 million balance outstanding on available lines of credit at an interest rate of 4.79% based on one month LIBOR plus 0.85%; and (5) the elimination of interest paid during the year on the John Hancock mortgage loans, which were repaid early on October 3, 2005, totaling $77.4 million with interest rates ranging from 7.875% to 7.89% and their associated loan cost amortization.   
 
e)      To eliminate the minority interest in the net income of the consolidated joint venture that is being acquired in this transaction and to reflect the minority interest in the additional income of the Operating Partnership resulting from the pro forma adjustments.
 
f)       To reflect the issuance of 3.0 million common shares on September 2, 2005 with net proceeds of approximately $81.0 million as part of the funding of the transaction.
 
g)    Pro forma income per share is computed as follows: Income from continuing operations less preferred share dividends of $3.8 million (from the issuance of 2.0 million preferred shares at a price of $25 per share and at a coupon rate of 7.5%) divided by pro forma weighted average shares outstanding.
 



8

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
As of September 30, 2005
(Unaudited)
(In thousands)
           
Pro forma
          
Pro forma
  
     
Historical
    
Adjustments
          
Consolidated
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS
 
 
(a
)
 
 
 
 
 
 
 
 
 
  Rental Property
 
 
 
 
 
 
 
 
 
 
 
 
 
    Land
 
$
113,284
 
$
4,873
 
 
(b
)
$
118,157
 
    Buildings, improvements and fixtures
 
 
960,105
 
 
41,048
 
 
(b
)
 
1,001,153
 
    Construction in progress
 
 
8,797
 
 
 
 
 
 
 
 
8,797
 
 
 
 
1,082,186
 
 
45,921
 
 
 
 
 
1,128,107
 
    Accumulated depreciation
 
 
(247,179
)
 
 
 
 
 
 
 
(247,179
)
    Rental property, net
 
 
835,007
 
 
45,921
 
 
 
 
 
880,928
 
  Cash and cash equivalents
 
 
6,219
 
 
(4,750
)
 
(c
)
 
1,469
 
Short-term investments
    
20,000
    
(20,000)
    
(c
)
  
-
  
  Deferred charges, net
 
 
52,873
 
 
12,948
 
 
(b
)
 
65,821
 
  Other assets
 
 
26,895
 
 
 
 
 
 
 
 
26,895
 
      Total assets
 
$
940,994
 
$
34,119
 
 
 
 
$
975,113
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES, MINORITY INTERESTS AND SHAREHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
  Debt
 
 
 
 
 
 
 
 
 
 
 
 
 
     Senior, unsecured notes
 
$
100,000
 
$
250,000
 
 
(d
)
$
350,000
  
     Mortgages payable
 
 
281,069
 
 
(78,587
)
 
(b
)(e)
  
202,482
 
     Unsecured note
 
 
53,500
 
 
 
 
 
 
 
 
53,500
 
     Lines of credit
 
 
-
 
 
51,643
 
 
(f
)
 
51,643
 
 
 
 
434,569
 
 
223,056
 
 
 
 
 
657,625
 
  Construction trade payables
 
 
8,294
 
 
 
 
 
 
 
 
8,294
 
  Accounts payable and accrued expenses
 
 
14,849
 
 
 
 
 
 
 
 
14,849
 
       Total liabilities
 
 
457,712
 
 
223,056
 
 
 
 
 
680,768
 
Commitments
 
 
 
 
 
 
 
 
 
 
 
 
 
Minority interests:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Consolidated joint venture
 
 
227,234
 
 
(227,234
)
 
(g
)
 
-
 
  Operating partnership
 
 
42,220
 
 
 
 
 
 
 
 
42,220
 
    Total minority interest
 
 
269,454
 
 
(227,234
)
 
 
 
 
42,220
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shareholders' equity
 
 
 
 
 
 
 
 
 
 
 
 
 
   Preferred shares
 
 
-
 
 
50,000 
 
 
(h
)
 
50,000
 
   Common shares
 
 
307
 
 
 
 
 
    
 
307
 
   Paid in capital
 
 
349,287
 
 
(1,875
)
 
(h
)
 
347,412
 
   Distributions in excess of net income
 
 
(130,955
)
 
(9,828
)
 
(i
)
 
(140,783
)
   Deferred compensation
 
 
(5,930
)
 
 
 
 
 
 
 
(5,930
)
   Accumulated other comprehensive loss
 
 
1,119
  
 
 
 
 
 
 
 
1,119
  
       Total shareholders' equity
 
 
213,828
 
 
38,297
 
 
 
 
 
252,125
 
         Total liabilities, minority interests and shareholders' equity
 
$
940,994
 
$
34,119
 
 
 
 
$
975,113
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

9


TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of September 30, 2005
 
a)      As reported in the unaudited consolidated balance sheet of Tanger Factory Outlet Centers, Inc. and Subsidiaries as of September 30, 2005. 
 
b)      To reflect (1) the assumed acquisition of the two-thirds share of the difference between the fair value of the Charter Oak Portfolio and underlying book value of the assets and liabilities.  See table on page 3 for amounts allocated to the assets and liabilities acquired and the average useful lives assigned to each major caption; (2) $1.9 million in deferred financing costs from the assumed issuance of long-term unsecured debt and (3) the write-off of $.4 million in deferred financing costs associated with the early repayment of the John Hancock mortgages on October 3, 2005.
 
c)      To reflect the assumed use of $4.75 million in available cash equivalents and $20.0 million in short-term investments as of September 30, 2005 as part of the funding of the acquisition.
 
d)      To reflect the assumed issuance of $250.0 million of unsecured public debt generating net proceeds of $248.1 million.
 
e)      To reflect the early repayment of the John Hancock mortgages loans totaling $77.4 million on October 3, 2005.
 
f)       To reflect the assumed draw down of $51.6 million of available lines of credit and as part of the funding of the acquisition.
 
g)      To eliminate the minority interest in the consolidated joint venture that is being acquired in this transaction.
 
h)      To reflect the issuance of 2.0 million preferred shares at a coupon rate of 7.5% and a liquidation preference value of $25 per share with net proceeds of approximately $48.1 million, as part of the funding of the acquisition.
 
i)       To reflect the debt prepayment premium of $9.4 million and the write-off of $.4 million in deferred financing costs associated with the early repayment of the John Hancock mortgages on October 3, 2005.


 


10


SIGNATURES
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused the report to be signed its behalf by the undersigned thereunto duly authorized.
 
 
                                                            TANGER FACTORY OUTLET CENTERS, INC.
 
                                                            By:  /s/ Frank C. Marchisello, Jr.      
                                                                    Frank C. Marchisello, Jr.
                                                                   Executive Vice President, Chief Financial Officer
 
 
 
Date: October 27, 2005