Title
of each class
|
Name
of exchange on which registered
|
Common
Shares, $.01 par value
|
New
York Stock Exchange
|
7.5%
Class C Cumulative Preferred Shares,
|
New
York Stock Exchange
|
Liquidation
Preference $25 per share
|
-- | significant expenditure of money and time on projects that may be delayed or never be completed; |
-- | higher than projected construction costs; |
-- |
shortage
of construction materials and
supplies;
|
-- | failure to obtain zoning, occupancy or other governmental approvals or to the extent required, tenant approvals; and |
-- | late completion because of construction delays, delays in the receipt of zoning, occupancy and other approvals or other factors outside of our control. |
State
|
Number
of
Centers
|
GLA
(sq.
ft.
|
)
|
%
of
GLA
|
||||||
South
Carolina
|
2
|
820,511
|
10
|
|||||||
Georgia
|
3
|
820,274
|
10
|
|||||||
New
York
|
1
|
729,315
|
9
|
|||||||
Alabama
|
2
|
636,668
|
8
|
|||||||
Texas
|
2
|
620,000
|
8
|
|||||||
Delaware
|
1
|
568,873
|
7
|
|||||||
Michigan
|
2
|
436,751
|
5
|
|||||||
Tennessee
|
1
|
419,038
|
5
|
|||||||
Utah
|
1
|
300,602
|
4
|
|||||||
Connecticut
|
1
|
291,051
|
4
|
|||||||
Missouri
|
1
|
277,883
|
3
|
|||||||
Iowa
|
1
|
277,230
|
3
|
|||||||
Oregon
|
1
|
270,280
|
3
|
|||||||
Illinois
|
1
|
256,514
|
3
|
|||||||
Pennsylvania
|
1
|
255,152
|
3
|
|||||||
Louisiana
|
1
|
243,499
|
3
|
|||||||
New
Hampshire
|
1
|
227,998
|
3
|
|||||||
Florida
|
1
|
198,924
|
3
|
|||||||
North
Carolina
|
2
|
186,458
|
2
|
|||||||
Minnesota
|
1
|
134,480
|
2
|
|||||||
California
|
1
|
108,950
|
1
|
|||||||
Maine
|
2
|
84,313
|
1
|
|||||||
Total
|
30
|
8,164,764
|
100
|
Location
|
GLA
(sq.
ft.)
|
%
Occupied
|
|||
Wholly
Owned Properties
|
|||||
Riverhead,
NY (1)
|
729,315
|
99
|
|||
Rehoboth,
DE (1)
|
568,873
|
99
|
|||
557,093
|
95
|
||||
San
Marcos, TX
|
442,510
|
98
|
|||
Myrtle
Beach 501, SC
|
427,417
|
92
|
|||
Sevierville,
TN (1)
|
419,038
|
100
|
|||
Hilton
Head, SC
|
393,094
|
84
|
|||
Commerce
II, GA
|
340,656
|
98
|
|||
Howell,
MI
|
324,631
|
98
|
|||
Park
City, UT
|
300,602
|
100
|
|||
Locust
Grove, GA
|
293,868
|
97
|
|||
Westbrook,
CT
|
291,051
|
94
|
|||
Branson,
MO
|
277,883
|
100
|
|||
Williamsburg,
IA
|
277,230
|
99
|
|||
Lincoln
City, OR
|
270,280
|
95
|
|||
Tuscola,
IL
|
256,514
|
75
|
|||
Lancaster,
PA
|
255,152
|
100
|
|||
Gonzales,
LA
|
243,499
|
98
|
|||
Tilton,
NH
|
227,998
|
100
|
|||
Fort
Meyers, FL
|
198,924
|
95
|
|||
Commerce
I, GA
|
185,750
|
86
|
|||
Terrell,
TX
|
177,490
|
99
|
|||
North
Branch, MN
|
134,480
|
100
|
|||
West
Branch, MI
|
112,120
|
100
|
|||
Barstow,
CA
|
108,950
|
82
|
|||
Blowing
Rock, NC
|
104,280
|
100
|
|||
Nags
Head, NC
|
82,178
|
98
|
|||
Boaz,
AL
|
79,575
|
95
|
|||
Kittery
I, ME
|
59,694
|
100
|
|||
Kittery
II, ME
|
24,619
|
100
|
|||
8,164,764
|
96
|
Unconsolidated
Joint Ventures
|
|||
Myrtle
Beach 17, SC (1)
(50% owned)
|
401,992
|
100
|
Managed
Properties
|
|||
Pigeon
Forge, TN
|
94,694
|
||
Burlington,
NC
|
64,288
|
(1) |
These
properties or a portion thereof are subject to a ground
lease.
|
Lender/Location
|
GLA
(sq.
ft.)
|
Mortgage
Debt (000’s) as of December 31, 2005
|
Interest
Rate
|
Maturity
Date
|
||||
Woodmen
of the World
|
||||||||
Blowing
Rock, NC
|
104,280
|
|||||||
Nags
Head, NC
|
82,178
|
|||||||
Subtotal
|
186,458
|
$15,445
|
8.86%
|
9/01/2010
|
||||
GMAC
|
||||||||
Rehoboth
Beach, DE
|
568,873
|
|||||||
Foley,
AL
|
557,093
|
|||||||
Myrtle
Beach Hwy 501, SC
|
427,417
|
|||||||
Hilton
Head, SC
|
393,094
|
|||||||
Park
City, UT
|
300,602
|
|
||||||
Westbrook,
CT
|
291,051
|
|||||||
Lincoln
City, OR
|
270,280
|
|||||||
Tuscola,
IL
|
256,514
|
|||||||
Tilton,
NH
|
227,998
|
|||||||
3,292,922
|
180,017
|
6.590%
|
7/10/2008
|
|||||
Debt
premium
|
5,771
|
|||||||
Subtotal
|
185,788
|
|||||||
Totals
|
3,479,380
|
$201,233
|
||||||
Year
|
No.
of Leases Expiring
|
Approx.
GLA (sq. ft(1))
|
Average
Annualized Base Rent per sq. ft
|
Annualized
Base Rent (2)
|
%
of Gross Annualized Base Rent Represented by Expiring
Leases
|
||
2006
|
223
|
860,000
|
$
|
14.34
|
$
|
12,332,000
|
11
|
2007
|
347
|
1,488,000
|
$
|
14.64
|
$
|
21,791,000
|
19
|
2008
|
282
|
1,256,000
|
$
|
15.89
|
$
|
19,956,000
|
17
|
2009
|
295
|
1,348,000
|
$
|
15.24
|
$
|
20,546,000
|
18
|
2010
|
287
|
1,200,000
|
$
|
18.27
|
$
|
21,924,000
|
19
|
2011
|
143
|
716,000
|
$
|
15.31
|
$
|
10,960,000
|
9
|
2012
|
29
|
189,000
|
$
|
12.32
|
$
|
2,329,000
|
2
|
2013
|
14
|
77,000
|
$
|
18.97
|
$
|
1,461,000
|
1
|
2014
|
15
|
65,000
|
$
|
19.43
|
$
|
1,263,000
|
1
|
2015
|
30
|
120,000
|
$
|
19.78
|
$
|
2,373,000
|
2
|
2016
& thereafter
|
17
|
92,000
|
$
|
12.50
|
$
|
1,150,000
|
1
|
1,682
|
7,411,000
|
$
|
15.66
|
$
|
116,085,000
|
100
|
(1)
|
Excludes
leases that have been entered into but which tenant has not yet taken
possession, vacant suites, space under construction, temporary leases
and
month-to-month leases totaling in the aggregate approximately 754,000
square feet.
|
(2)
|
Annualized
base rent is defined as the minimum monthly payments due as of February
1,
2006 annualized, excluding periodic contractual fixed increases and
rents
calculated based on a percentage of tenants’
sales.
|
Total
Expiring
|
Renewed
by Existing
Tenants
|
Re-leased
to
New
Tenants
|
|||||||||||||
Year
|
GLA
(sq.
ft.)
|
%
of
Total
Center GLA
|
GLA
(sq.
ft.)
|
%
of
Expiring
GLA
|
GLA
(sq.
ft.)
|
%
of
Expiring
GLA
|
|||||||||
2005
|
1,812,000
|
22
|
1,525,000
|
84
|
112,000
|
6
|
|||||||||
2004
|
1,790,000
|
20
|
1,571,000
|
88
|
94,000
|
5
|
|||||||||
2003
|
1,070,000
|
12
|
854,000
|
80
|
49,000
|
5
|
|||||||||
2002
|
935,000
|
16
|
819,000
|
88
|
56,000
|
6
|
|||||||||
2001
|
684,000
|
13
|
560,000
|
82
|
55,000
|
8
|
Renewals
of Existing Leases
|
Stores
Re-leased to New Tenants (1)
|
|||||||||||||||||||||||
Average
Annualized Base Rents
|
Average
Annualized Base Rents
|
|||||||||||||||||||||||
($
per sq. ft.)
|
($
per sq. ft.)
|
|||||||||||||||||||||||
Year
|
GLA
(sq.
ft.)
|
Expiring
|
New
|
%
Increase
|
GLA
(sq.
ft.)
|
Expiring
|
New
|
%
Increase
|
||||||||||||||||
2005
|
1,525,000
|
$15.44
|
$16.37
|
6
|
419,000
|
$16.56
|
$17.74
|
7
|
||||||||||||||||
2004
|
1,571,000
|
13.63
|
14.40
|
6
|
427,000
|
16.43
|
17.27
|
5
|
||||||||||||||||
2003
|
854,000
|
13.29
|
13.32
|
--
|
272,000
|
16.47
|
17.13
|
4
|
||||||||||||||||
2002
|
819,000
|
14.86
|
15.02
|
1
|
229,000
|
15.14
|
15.74
|
4
|
||||||||||||||||
2001
|
560,000
|
14.08
|
14.89
|
6
|
269,000
|
14.90
|
16.43
|
10
|
(1)
|
The
square footage released to new tenants for 2005, 2004, 2003, 2002
and 2001
contains 112,000, 94,000, 49,000, 56,000 and 55,000 square feet,
respectively, that was released to new tenants upon expiration of
an
existing lease during the current
year.
|
Year
|
Occupancy
Costs as a
%
of Tenant Sales
|
|
2005
|
7.5
|
|
2004
|
7.3
|
|
2003
|
7.4
|
|
2002
|
7.2
|
|
2001
|
7.1
|
Tenant
|
Number
of
Stores
|
GLA
(sq.
ft.
|
)
|
%
of Total
GLA
|
|||||||||
The
Gap, Inc.:
|
|||||||||||||
Old
Navy
|
16
|
236,591
|
2.9
|
||||||||||
GAP
|
24
|
209,666
|
2.6
|
||||||||||
Banana
Republic
|
14
|
112,405
|
1.4
|
||||||||||
Gap
Kids
|
2
|
6,892
|
0.1
|
||||||||||
Baby
Gap
|
1
|
3,885
|
---
|
||||||||||
57
|
569,439
|
7.0
|
|||||||||||
Phillips-Van
Heusen Corporation:
|
|||||||||||||
Bass
Shoe
|
28
|
185,118
|
2.3
|
||||||||||
Van
Heusen
|
27
|
117,747
|
1.4
|
||||||||||
Geoffrey
Beene Co. Store
|
14
|
53,640
|
0.7
|
||||||||||
Calvin
Klein, Inc.
|
9
|
49,494
|
0.6
|
||||||||||
Izod
|
14
|
36,740
|
0.4
|
||||||||||
92
|
442,739
|
5.4
|
|||||||||||
Liz
Claiborne:
|
|||||||||||||
Liz
Claiborne
|
25
|
273,014
|
3.4
|
||||||||||
Liz
Claiborne Women
|
7
|
24,284
|
0.3
|
||||||||||
Ellen
Tracy
|
3
|
10,436
|
0.1
|
||||||||||
Dana
Buchman
|
3
|
6,975
|
0.1
|
||||||||||
DKNY
Jeans
|
2
|
5,820
|
0.1
|
||||||||||
Claiborne
Mens
|
1
|
3,100
|
---
|
||||||||||
41
|
323,629
|
4.0
|
|||||||||||
Adidas:
|
|||||||||||||
Reebok
|
23
|
207,456
|
2.5
|
||||||||||
Adidas
|
5
|
39,169
|
0.5
|
||||||||||
Rockport
|
4
|
12,046
|
0.2
|
||||||||||
Greg
Norman
|
1
|
3,000
|
---
|
||||||||||
33
|
261,671
|
3.2
|
|||||||||||
VF
Factory Outlet:
|
|||||||||||||
VF
Factory Outlet, Inc
|
6
|
157,122
|
1.9
|
||||||||||
Nautica
Factory Stores
|
21
|
91,730
|
1.1
|
||||||||||
Nautica
Kids
|
2
|
5,841
|
0.1
|
||||||||||
Vans
|
2
|
4,915
|
0.1
|
||||||||||
Earl
Jeans Retail
|
1
|
1,200
|
---
|
||||||||||
32
|
260,808
|
3.2
|
|||||||||||
Carter’s:
|
|||||||||||||
OshKosh
B”Gosh
|
25
|
125,988
|
1.5
|
||||||||||
Carter’s
|
21
|
98,205
|
1.2
|
||||||||||
46
|
224,193
|
2.7
|
|||||||||||
Dress
Barn, Inc.:
|
|||||||||||||
Dress
Barn
|
23
|
183,155
|
2.2
|
||||||||||
Dress
Barn Petite
|
2
|
9,570
|
0.1
|
||||||||||
Maurice’s
|
2
|
7,785
|
0.1
|
||||||||||
Dress
Barn Woman
|
2
|
7,470
|
0.1
|
||||||||||
29
|
207,980
|
2.5
|
|||||||||||
Polo
Ralph Lauren:
|
|||||||||||||
Polo
Ralph Lauren
|
20
|
177,128
|
2.2
|
||||||||||
Polo
Jeans Outlet
|
2
|
8,500
|
0.1
|
||||||||||
Polo
Ralph Lauren Children
|
1
|
3,000
|
---
|
||||||||||
23
|
188,628
|
2.3
|
|||||||||||
Jones
Retail Corporation:
|
|||||||||||||
Jones
Retail Corporation
|
15
|
52,144
|
0.6
|
||||||||||
Nine
West
|
19
|
49,477
|
0.6
|
||||||||||
Easy
Spirit
|
13
|
37,096
|
0.5
|
||||||||||
Kasper
|
10
|
25,869
|
0.3
|
||||||||||
Anne
Klein
|
4
|
9,755
|
0.2
|
||||||||||
Treza
|
2
|
5,000
|
---
|
||||||||||
63
|
179,341
|
2.2
|
|||||||||||
Brown
Group Retail, Inc:
|
|||||||||||||
Factory
Brand Shoe
|
21
|
120,919
|
1.5
|
||||||||||
Naturalizer
|
15
|
39,749
|
0.5
|
||||||||||
Etienne
Aigner
|
3
|
7,670
|
0.1
|
||||||||||
39
|
168,338
|
2.1
|
|||||||||||
Total
of all tenants listed in table
|
455
|
2,826,766
|
34.6
|
Center
Occupancy
|
2005
|
2004
|
2003
|
Riverhead,
NY
|
99%
|
99%
|
100%
|
Foley,
AL
|
97%
|
99%
|
99%
|
Rehoboth
Beach, DE
|
99%
|
99%
|
99%
|
Average
base rental rates per weighted average GLA
|
2005
|
2004
|
2003
|
Riverhead,
NY
|
$22.73
|
$21.39
|
$20.90
|
Foley,
AL
|
$17.96
|
$18.63
|
*(1)
|
Rehoboth
Beach, DE
|
$20.04
|
$19.56
|
*(1)
|
Year
|
No.
of
Leases
Expiring
(1)
|
GLA
(sq.
ft.) (1)
|
Annualized
Base
Rent
per
sq. ft.
|
Annualized
Base
Rent (2)
|
%
of Gross
Annualized
Base
Rent
Represented
by
Expiring
Leases
|
||||||
2006
|
37
|
109,000
|
$
23.50
|
$
2,561,000
|
7
|
||||||
2007
|
79
|
336,000
|
19.09
|
6,413,000
|
19
|
||||||
2008
|
69
|
347,000
|
18.30
|
6,349,000
|
18
|
||||||
2009
|
70
|
304,000
|
19.35
|
5,883,000
|
17
|
||||||
2010
|
86
|
370,000
|
21.35
|
7,899,000
|
23
|
||||||
2011
|
25
|
126,000
|
20.01
|
2,521,000
|
7
|
||||||
2012
|
7
|
41,000
|
11.93
|
489,000
|
1
|
||||||
2013
|
4
|
39,000
|
19.69
|
768,000
|
2
|
||||||
2014
|
7
|
25,000
|
21.88
|
547,000
|
2
|
||||||
2015
|
11
|
46,000
|
22.76
|
1,047,000
|
3
|
||||||
2016
and thereafter
|
2
|
9,000
|
26.33
|
237,000
|
1
|
||||||
Total
|
397
|
1,752,000
|
$
19.81
|
$
34,714,000
|
100
|
Item
3.
|
Legal
Proceedings
|
Item
4.
|
Submission
of Matters to a Vote of Security
Holders
|
NAME
|
AGE
|
POSITION
|
Stanley
K. Tanger
|
82
|
Founder,
Chairman of the Board of Directors and Chief Executive
Officer
|
Steven
B Tanger
|
57
|
Director,
President and Chief Operating Officer
|
Frank
C. Marchisello, Jr.
|
47
|
Executive
Vice President - Chief Financial Officer and Secretary
|
Willard
A. Chafin, Jr.
|
68
|
Executive
Vice President - Leasing, Site Selection, Operations and
Marketing
|
Joseph
N. Nehmen
|
57
|
Senior
Vice President - Operations
|
Carrie
A. Warren
|
43
|
Senior
Vice President - Marketing
|
Kevin
M. Dillon
|
47
|
Senior
Vice President - Construction and Development
|
Lisa
J. Morrison
|
46
|
Senior
Vice President - Leasing
|
James F. Williams | 41 | Senior Vice President - Controller |
Virginia
R. Summerell
|
47
|
Vice
President - Treasurer and Assistant
Secretary
|
Item
5.
|
Market
For Registrant’s Common Equity and Related Shareholder
Matters
|
2005
|
High
|
Low
|
Common
Dividends
Paid
|
First
Quarter
|
$
26.500
|
$
21.920
|
$
.3125
|
Second
Quarter
|
27.810
|
21.000
|
.3225
|
Third
Quarter
|
29.990
|
26.320
|
.3225
|
Fourth
Quarter
|
29.680
|
24.720
|
.3225
|
Year
2005
|
$
29.990
|
$
21.000
|
$
1.2800
|
2004
|
High
|
Low
|
Common
Dividends
Paid
|
First
Quarter
|
$
22.660
|
$
20.300
|
$
.3075
|
Second
Quarter
|
23.410
|
17.400
|
.3125
|
Third
Quarter
|
22.750
|
18.955
|
.3125
|
Fourth
Quarter
|
26.775
|
22.330
|
.3125
|
Year
2004
|
$
26.775
|
$
17.400
|
$
1.2450
|
(a)
|
As
of February 1, 2006, there were approximately 647 common shareholders
of
record. We operate in a manner intended to enable us to qualify as
a REIT
under the Internal Revenue Code, or the Code. A REIT is required
to
distribute at least 90% of its taxable income to its shareholders
each
year. We intend to continue to qualify as a REIT and to distribute
substantially all of our taxable income to our shareholders through
the
payment of regular quarterly dividends. Certain of our debt agreements
limit the payment of dividends such that dividends shall not exceed
funds
from operations, or FFO, as defined in the agreements, for the prior
fiscal year on an annual basis or 95% of FFO on a cumulative basis.
|
(c) |
During
1998, our Board of Directors authorized the repurchase of up to $6
million
of our common shares. The timing and amount of the repurchases is
at the
discretion of management. We have not made any repurchases since
1999 and
the amount authorized for future repurchases remaining at December
31,
2005 totaled $4.8 million.
|
(d) |
The
information required by this Item is set forth in Part III Item 12
of this
document.
|
2005
|
2004
|
2003
|
2002
|
2001
|
|||||||
(In
thousands, except per share and center data)
|
|||||||||||
OPERATING
DATA
|
|||||||||||
Total
revenues
|
$
|
202,799
|
$
|
193,040
|
$
|
116,313
|
$
|
104,584
|
$
|
99,032
|
|
Operating
income
|
76,215
|
70,038
|
40,528
|
35,706
|
33,706
|
||||||
Income
from continuing operations
|
8,403
|
7,208
|
10,929
|
6,103
|
2,846
|
||||||
Net
income
|
5,089
|
7,046
|
12,849
|
11,007
|
7,112
|
||||||
SHARE
DATA
|
|||||||||||
Basic:
|
|||||||||||
Income
from continuing operations
|
$
|
.14
|
$
.27
|
$
.50
|
$ .26
|
$ .07
|
|||||
Net
income
|
$
|
.16
|
$
.26
|
$
.60
|
$ .55
|
$ .34
|
|||||
Weighted
average common shares
|
28,380
|
27,044
|
20,103
|
16,645
|
15,851
|
||||||
Diluted:
|
|||||||||||
Income
from continuing operations
|
$
|
.14
|
$
.26
|
$
.49
|
$ .25
|
$ .07
|
|||||
Net
income
|
$
|
.16
|
$
.26
|
$
.59
|
$ .54
|
$ .34
|
|||||
Weighted
average common shares
|
28,646
|
27,261
|
20,566
|
17,029
|
15,895
|
||||||
Common
dividends paid
|
$
|
1.28
|
$
1.25
|
$
1.23
|
$ 1.22
|
$ 1.22
|
|||||
BALANCE
SHEET DATA
|
|||||||||||
Real
estate assets, before depreciation
|
$ 1,152,866
|
$
1,077,393
|
$1,078,553
|
$ 622,399
|
$ 599,266
|
||||||
Total
assets
|
1,000,605
|
936,378
|
987,437
|
477,675
|
476,272
|
||||||
Debt
|
663,607
|
488,007
|
540,319
|
345,005
|
358,195
|
||||||
Shareholders’
equity
|
250,214
|
161,133
|
167,418
|
90,635
|
76,371
|
||||||
OTHER
DATA
|
|||||||||||
Cash
flows provided by (used in):
|
|||||||||||
Operating
activities
|
$
|
83,902
|
$
84,816
|
$ 46,561
|
$ 39,687
|
|
$
44,626
|
||||
Investing
activities
|
$
|
(336,563
|
)
|
$
2,607
|
$(327,068
|
)
|
$ (26,883
|
)
|
$
(23,269)
|
||
Financing
activities
|
$
|
251,488
|
$
(93,156
|
)
|
$ 289,271
|
$
(12,247
|
)
|
$
(21,476)
|
|||
Gross
Leasable Area Open:
|
|||||||||||
Wholly-owned
|
8,261
|
5,066
|
5,299
|
5,469
|
5,332
|
||||||
Partially-owned
(consolidated)
|
---
|
3,271
|
3,273
|
---
|
---
|
||||||
Partially-owned
(unconsolidated)
|
402
|
402
|
324
|
260
|
---
|
||||||
Managed
|
64
|
105
|
434
|
457
|
105
|
||||||
Number
of centers:
|
|||||||||||
Wholly-owned
|
31
|
23
|
26
|
28
|
29
|
||||||
Partially-owned
(consolidated)
|
---
|
9
|
9
|
---
|
---
|
||||||
Partially-owned
(unconsolidated)
|
1
|
1
|
1
|
1
|
---
|
||||||
Managed
|
1
|
3
|
4
|
5
|
3
|
||||||
|
No.
of Centers
|
GLA
(000’s
|
)
|
States
|
||||||
As
of December 31, 2004
|
32
|
8,337
|
23
|
|||||||
New
development expansion:
|
||||||||||
Locust
Grove, Georgia
|
---
|
46
|
---
|
|||||||
Foley,
Alabama
|
---
|
21
|
---
|
|||||||
Dispositions:
|
||||||||||
Seymour,
Indiana
|
(1
|
)
|
(141
|
)
|
(1
|
)
|
||||
Other
|
---
|
(2
|
)
|
---
|
||||||
As
of December 31, 2005
|
31
|
8,261
|
22
|
Contractual
Obligations
|
2006
|
2007
|
2008
|
2009
|
2010
|
Thereafter
|
Total
|
|||||||||||||||
Debt
|
$
|
3,849
|
$
|
4,121
|
$
|
386,314
|
$
|
394
|
$
|
14,059
|
$
|
250,000
|
$
|
658,737
|
||||||||
Operating
leases
|
3,115
|
2,988
|
2,659
|
2,271
|
2,024
|
83,420
|
96,477
|
|||||||||||||||
Preferred
share
|
||||||||||||||||||||||
dividends
(2)
|
4,125
|
4,125
|
4,125
|
4,125
|
59,125
|
---
|
75,625
|
|||||||||||||||
Interest
payments (1)
|
43,718
|
43,446
|
34,760
|
21,202
|
17,225
|
76,875
|
237,226
|
|||||||||||||||
$
|
54,807
|
$
|
54,680
|
$
|
427,858
|
$
|
27,992
|
$
|
92,433
|
$
|
410,295
|
$
|
1,068,065
|
(1) |
These
amounts represent future interest payments related to our debt obligations
based on the fixed and variable interest rates specified in the associated
debt agreements. All of our variable rate agreements are based on
the
30-day LIBOR rate. For calculating future interest amounts on variable
interest rate debt, the rate at December 31, 2005 was
used.
|
(2) |
Preferred
share dividends reflect cumulative dividends on our Class C Preferred
Shares on which we pay an annual dividend of $1.875 per share on
2,200,000
outstanding shares as of December 31, 2005. The Class C Preferred
Shares
are redeemable at the option of the Company for $25.00 per share
after the
respective optional redemption date. The future obligations include
future
dividends on preferred shares/units through the optional redemption
date
and the redemption amount is included on the optional redemption
date.
|
Commercial
Commitments
|
2006
|
Construction
commitments
|
$
34,431
|
Unconsolidated
joint venture debt guarantees
|
18,191
|
$
52,622
|
§ |
FFO
does not reflect our cash expenditures, or future requirements, for
capital expenditures or contractual
commitments;
|
§ |
FFO
does not reflect changes in, or cash requirements for, our working
capital
needs;
|
§ |
Although
depreciation and amortization are non-cash charges, the assets being
depreciated and amortized will often have to be replaced in the future,
and FFO does not reflect any cash requirements for such
replacements;
|
§ |
FFO
does not reflect the impact of earnings or charges resulting from
matters
which may not be indicative of our ongoing operations;
and
|
§ |
Other
companies in our industry may calculate FFO differently than we do,
limiting its usefulness as a comparative
measure.
|
2005
|
2004
|
2003
|
||||||||
Funds
from Operations:
|
||||||||||
Net
income
|
$
|
5,089
|
$
|
7,046
|
$
|
12,849
|
||||
Adjusted
for:
|
||||||||||
Minority
interest in operating partnership
|
1,721
|
1,611
|
2,991
|
|||||||
Minority
interest adjustment - consolidated joint venture
|
(315
|
)
|
(180
|
)
|
(33
|
)
|
||||
Minority
interest, depreciation and amortization
|
||||||||||
attributable
to discontinued operations
|
358
|
768
|
2,361
|
|||||||
Depreciation
and amortization uniquely significant
|
||||||||||
to
real estate - consolidated
|
48,395
|
50,979
|
27,623
|
|||||||
Depreciation
and amortization uniquely significant
to
real estate - unconsolidated joint venture
|
1,493
|
1,334
|
1,101
|
|||||||
Loss
on sale of real estate
|
3,843
|
1,460
|
147
|
|||||||
Funds
from operations (1)
|
60,584
|
63,018
|
47,039
|
|||||||
Preferred
share dividends
|
(538
|
)
|
---
|
---
|
||||||
Funds
from operations available to common shareholders
|
$
|
60,046
|
$
|
63,018
|
$
|
47,039
|
||||
Weighted
average shares outstanding (2)
|
34,713
|
33,328
|
27,283
|
|||||||
Item
9.
|
Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
|
Item
9A.
|
Contol
and Procedures
|
(a)
|
Evaluation
of disclosure control procedures.
|
The
Chief Executive Officer, Stanley K. Tanger, and Chief Financial Officer,
Frank C. Marchisello Jr., evaluated the effectiveness of the registrant’s
disclosure controls and procedures on December 31, 2005 and concluded
that, as of that
date, the registrant’s disclosure controls and procedures were effective
to ensure that the information the registrant is required to disclose
in
its filings with the Securities and Exchange Commission under the
Securities and Exchange Act of 1934 is recorded, processed, summarized
and
reported, within the time periods specified in the Commission’s rules and
forms, and to ensure that information required to be disclosed by
the
registrant in the reports that it files under the Exchange Act is
accumulated and communicated to the registrant’s management, including its
principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required
disclosure.
|
Management’s
Report on Internal Control over Financial Reporting appears on page
F-1.
|
(c)
|
There
were no changes in our internal control over financial reporting
identified in connection with the evaluation required by paragraph
(d) of
Exchange Act Rules 13a-15 or 15d-15 that occurred during our last
fiscal
quarter ended December 31, 2005 that have materially affected, or
are
reasonably likely to materially affect, our internal control over
financial reporting.
|
Item
9B.
|
Other
Information
|
Item
10.
|
Directors
and Executive Officers of the
Registrant
|
Item
11.
|
Executive
Compensation
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and
Management
|
Plan
Category
|
(a)
Number
of Securities to be Issued Upon Exercise of Outstanding Options,
Warrants
and Rights
|
|
|
(b)
Weighted
Average Exercise Price of Outstanding Options, Warrants
and Rights
|
|
|
(c)
Number
of
Securities
Remaining Available for Future Issuance Under Equity Compensation
Plans
(Excluding SecuritiesReflected
in Column (a))
|
|
||||
Equity
compensation plans approved by security holders
|
632,240
|
$
|
18.08
|
2,047,050
|
||||||||
Equity
compensation plans not approved by security holders
|
---
|
---
|
---
|
|||||||||
Total
|
632,240
|
$
|
18.08
|
2,047,050
|
Item
13.
|
Certain
Relationships and Related
Transactions
|
Item
14.
|
Principal
Accounting Fees and
Services
|
Item
15.
|
Exhibits,
Financial Statements Schedules, and Reports on Form
8_K
|
1. |
|
Financial
Statements
|
Management’s
Report on Internal Control over Financial Reporting
|
F-1
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated
Balance Sheets-December 31, 2005 and 2004
|
F-4
|
Consolidated
Statements of Operations-
|
|
Years
Ended December 31, 2005, 2004 and 2003
|
F-5
|
Consolidated
Statements of Shareholders’ Equity-
|
|
Years
Ended December 31, 2005, 2004 and 2003
|
F-6
|
Consolidated
Statements of Cash Flows-
|
|
Years
Ended December 31, 2005, 2004 and 2003
|
F-7
|
Notes
to Consolidated Financial Statements
|
F-8
to F-29
|
Schedule
III
|
|
Real
Estate and Accumulated Depreciation
|
F-30
to F-31
|
2.1
|
Purchase
and Sale Agreement between COROC Holdings, LLC and various entities
dated
October 3, 2003. (Incorporated by reference to the exhibits to
the
Company’s Current Report on Form 8-K dated December 8,
2003.)
|
2.2
|
Purchase
and Sale Agreement for interests in COROC Holdings, LLC between
BROC
Portfolio, L.L.C. and Tanger COROC, LLC dated August 22, 2005
(Incorporated by reference to the exhibits to the Company’s Quarterly
Report on Form 10-Q for the quarter ended September 30,
2005.)
|
3.1
|
Amended
and Restated Articles of Incorporation of the Company. (Incorporated
by
reference to the exhibits to the Company’s Annual Report on Form 10-K for
the year ended December 31, 1996.)
|
3.1A
|
Amendment
to Amended and Restated Articles of Incorporation dated May 29,
1996.
(Incorporated by reference to the exhibits to the Company’s Annual Report
on Form 10-K for the year ended December 31, 1996.)
|
|
|
3.1B
|
Amendment
to Amended and Restated Articles of Incorporation dated August
20, 1998.
(Incorporated by reference to the exhibits to the Company’s Annual Report
on Form 10-K for the year ended December 31, 1998.)
|
3.1C
|
Amendment
to Amended and Restated Articles of Incorporation dated September
30,
1999. (Incorporated by reference to the exhibits to the Company’s Annual
Report on Form 10-K for the year ended December 31,
1999.)
|
3.1D
|
Amendment
to Amended and Restated Articles of Incorporation dated November
10, 2005.
(Incorporated by reference to the exhibits to the Company’s Current Report
on Form 8-K dated November 11, 2005.)
|
3.2
|
Restated
By-Laws of the Company. (Incorporated by reference to the exhibits
to the
Company’s Annual Report on Form 10-K for the year ended December 31,
1999.)
|
3.3
|
Amended
and Restated Agreement of Limited Partnership for Tanger Properties
Limited Partnership dated November 11, 2005. (Incorporated by reference
to
the exhibits to the Company’s Current Report on Form 8-K dated November
21, 2005.)
|
4.1
|
Form
of Deposit Agreement, by and between the Company and the Depositary,
including Form of Depositary Receipt. (Incorporated by reference
to the
exhibits to the Company’s Registration Statement on Form S-11 filed
October 6, 1993, as amended.)
|
4.2
|
Form
of Preferred Stock Certificate. (Incorporated by reference to the
exhibits
to the Company’s Registration Statement on Form S-11 filed October 6,
1993, as amended.)
|
4.3
|
Rights
Agreement, dated as of August 20, 1998, between Tanger Factory
Outlet
Centers, Inc. and BankBoston, N.A., which includes the form of
Articles of
Amendment to the Amended and Restated Articles of Incorporation,
designating the preferences, limitations and relative rights of
the Class
B Preferred Stock as Exhibit A, the form of Right Certificate as
Exhibit B
and the Summary of Rights as Exhibit C. (Incorporated by reference
to
Exhibit 1.1 to the Company’s Registration Statement on Form 8-A, filed
August 24, 1998.)
|
4.3A
|
Amendment
to Rights Agreement, dated as of October 30, 2001. (Incorporated
by
reference to the exhibits to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2001.)
|
10.1
|
Amended
and Restated Incentive Award Plan of Tanger Factory Outlet Centers,
Inc. and Tanger Properties Limited Partnership, effective May 14,
2004.
(Incorporated by reference to the Appendix A of the Company’s definitive
proxy statement filed on Schedule 14A dated April 12,
2004.)
|
10.3
|
Form
of Stock Option Agreement between the Company and certain Directors.
(Incorporated by reference to the exhibits to the Company’s Annual Report
on Form 10-K for the year ended December 31, 1993.)
|
10.4
|
Form
of Unit Option Agreement between the Operating Partnership and
certain
employees. (Incorporated by reference to the exhibits to the Company’s
Annual Report on Form 10-K for the year ended December 31, 1993.)
|
10.5
|
Amended
and Restated Employment Agreement for Stanley K. Tanger, as of
January 1,
2004. (Incorporated by reference to the exhibits to the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30,
2004.)
|
10.6
|
Amended
and Restated Employment Agreement for Steven B. Tanger, as of January
1,
2004. (Incorporated by reference to the exhibits to the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30,
2004.)
|
10.7
|
Amended
and Restated Employment Agreement for Frank C. Marchisello, Jr.,
as of
January 1, 2004. (Incorporated by reference to the exhibits to
the
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2004.)
|
10.8
|
Amended
and Restated Employment Agreement for Willard Albea Chafin, Jr.,
as of
January 1, 2005. (Incorporated by reference to the exhibits to
the
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2005.)
|
10.9
|
Amended
and Restated Employment Agreement for Joe Nehmen, as of January
1, 2003.
(Incorporated by reference to the exhibits to the Company’s Quarterly
Report on Form 10-Q for the quarter ended September 30,
2003.)
|
10.11
|
Registration
Rights Agreement among the Company, the Tanger Family Limited Partnership
and Stanley K. Tanger. (Incorporated by reference to the exhibits
to the
Company’s Registration Statement on Form S-11 filed May 27, 1993, as
amended.)
|
10.11A
|
Amendment
to Registration Rights Agreement among the Company, the Tanger
Family
Limited Partnership and Stanley K. Tanger. (Incorporated by reference
to
the exhibits to the Company’s Annual Report on Form 10-K for the year
ended December 31, 1995.)
|
10.11B
|
Second
Amendment to Registration Rights Agreement among the Company, the
Tanger
Family Limited Partnership and Stanley K. Tanger dated September
4, 2002.
(Incorporated by reference to the exhibits to the Company’s Annual Report
on Form 10-K for the year ended December 31, 2003.)
|
10.11C
|
Third
Amendment to Registration Rights Agreement among the Company, the
Tanger
Family Limited Partnership and Stanley K. Tanger dated December
5, 2003.
(Incorporated by reference to the exhibits to the Company’s Annual Report
on Form 10-K for the year ended December 31, 2003.)
|
10.12
|
Agreement
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. (Incorporated
by
reference to the exhibits to the Company’s Registration Statement on Form
S-11 filed May 27, 1993, as
amended.)
|
10.13
|
Assignment
and Assumption Agreement among Stanley K. Tanger, Stanley K. Tanger
&
Company, the Tanger Family Limited Partnership, the Operating Partnership
and the Company. (Incorporated by reference to the exhibits to
the
Company’s Registration Statement on Form S-11 filed May 27, 1993, as
amended.)
|
10.14
|
Promissory
Notes by and between the Operating Partnership and John Hancock
Mutual
Life Insurance Company aggregating $66,500,000. (Incorporated by
reference
to the exhibits to the Company’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999.)
|
10.15
|
Form
of Senior Indenture. (Incorporated by reference to the exhibits
to the
Company’s Current Report on Form 8-K dated March 6,
1996.)
|
10.16
|
Form
of First Supplemental Indenture (to Senior Indenture). (Incorporated
by
reference to the exhibits to the Company’s Current Report on Form 8-K
dated March 6, 1996.)
|
10.16A
|
Form
of Second Supplemental Indenture (to Senior Indenture) dated October
24,
1997 among Tanger Properties Limited Partnership, Tanger Factory
Outlet
Centers, Inc. and State Street Bank & Trust Company. (Incorporated by
reference to the exhibits to the Company’s Current Report on Form 8-K
dated October 24, 1997.)
|
10.16B
|
Form
of Third Supplemental Indenture (to Senior Indenture) dated February
15,
2001. (Incorporated by reference to the exhibits to the Company’s Current
Report on Form 8-K dated February 16, 2001.)
|
10.17
|
COROC
Holdings, LLC Limited Liability Company Agreement dated October
3, 2003.
(Incorporated
by reference to the exhibits to the Company’s Current Report on Form 8-K
dated December 8, 2003.)
|
10.18
|
Form
of Shopping Center Management Agreement between owners of COROC
Holdings,
LLC and Tanger Properties Limited Partnership. (Incorporated by
reference
to the exhibits to the Company’s Current Report on Form 8-K dated December
8, 2003.)
|
10.19
|
Form
of Restricted Share Agreement between the Company and certain Officers.
(Incorporated by reference to the exhibits to the Company’s Quarterly
Report on Form 10-Q for the quarter ended March 31,
2005.)
|
10.20
|
Form
of Restricted Share Agreement between the Company and certain Officers
with certain performance criteria vesting. (Incorporated by reference
to
the exhibits to the Company’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2005.)
|
10.21
|
Form
of Restricted Share Agreement between the Company and certain Directors.
(Incorporated by reference to the exhibits to the Company’s Quarterly
Report on Form 10-Q for the quarter ended March 31,
2005.)
|
10.22
|
Purchase
Agreement between Tanger Factory Outlet Centers, Inc. and Cohen
&
Steers Capital Management, Inc. relating to a registered direct
offering
of 3,000,000 of the Company’s common shares dated August 30, 2005.
(Incorporated by reference to the exhibits to the Company’s Current Report
on Form 8-K dated August 30, 2005.)
|
21.1
|
List
of Subsidiaries.
|
|
|
23.1
|
Consent
of PricewaterhouseCoopers LLP.
|
31.1
|
Principal
Executive Officer Certification Pursuant to 18 U.S.C. Section 1350,
as
Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of
2002.
|
31.2
|
Principal
Financial Officer Certification Pursuant to 18 U.S.C. Section 1350,
as
Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of
2002.
|
32.1
|
Principal
Executive Officer Certification Pursuant to 18 U.S.C. Section 1350,
as
Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of
2002.
|
32.2
|
Principal
Financial Officer Certification Pursuant to 18 U.S.C. Section 1350,
as
Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of
2002.
|
Signature
|
Title
|
Date
|
/s/
Stanley K. Tanger
Stanley
K. Tanger
|
Chairman
of the Board and Chief Executive Officer (Principal Executive
Officer)
|
March
3, 2006
|
/s/
Steven B. Tanger
Steven
B. Tanger
|
Director,
President and
Chief
Operating Officer
|
March
3, 2006
|
/s/
Frank C. Marchisello, Jr.
Frank
C. Marchisello Jr.
|
Executive
Vice President and
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
March
3, 2006
|
/s/
Jack Africk
Jack
Africk
|
Director
|
March
3, 2006
|
/s/
William G. Benton
William
G. Benton
|
Director
|
March
3, 2006
|
/s/
Thomas E. Robinson
Thomas
E. Robinson
/s/
Allan L. Schuman
Allan
L. Schuman
|
Director
Director
|
March
3, 2006
March
3, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31,
|
|
|||||||||
|
|
|
|
|||||||||
|
|
2005
|
|
|
2004
|
|
||||||
ASSETS
|
|
|
|
|
|
|
|
|
||||
Rental
property
|
||||||||||||
|
Land
|
|
$
|
120,715
|
|
|
$
|
113,830
|
|
|||
|
Buildings,
improvements and fixtures
|
|
|
1,004,545
|
|
|
|
963,563
|
|
|||
|
Construction
in progress
|
|
|
27,606
|
|
|
|
---
|
|
|||
|
|
|
1,152,866
|
|
|
|
1,077,393
|
|
||||
|
Accumulated
depreciation
|
|
|
(253,765
|
)
|
|
|
(224,622
|
)
|
|||
|
|
Rental
property, net
|
|
|
899,101
|
|
|
|
852,771
|
|
||
|
Cash
and cash equivalents
|
|
|