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Tanger Inc. (SKT)

Q4 2012 Earnings Call· Wed, Feb 13, 2013

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Transcript

Cyndi M. Holt

Management

Good morning everyone. I am Cyndi Holt, Vice President, Finance and Investor Relations, and I would like to welcome you to the Tanger Factory Outlet Centers' Fourth Quarter and Year End 2012 conference call. Yesterday we issued the quarter’s earnings release as well as our supplemental package and Investor Presentation. This information is available on our website under the Investor Relations’ tab. Please note that during this conference call, some of management's comments will be forward-looking statements, including statements regarding the Company's property operations, leasing, tenant sales trends, development, acquisition, expansion and disposition activities, as well as our comments regarding the Company's funds from operations, funds available for distribution and dividends. These forward-looking statements are subject to numerous risks and uncertainties, and actual results could differ materially from those projected due to factors including but not limited to changes in economic and real estate conditions, the availability and cost of capital, the Company's ongoing ability to lease, develop, and acquire properties as well as potential tenant bankruptcies and competition. We direct you to the Company's filings with the Securities and Exchange Commission for a detailed discussion of the risks and uncertainties. During the call, we will also discuss non-GAAP financial measures as defined by SEC Regulation G. Reconciliations of these non-GAAP measures to the comparable GAAP financial measures are included in our earnings release and in our supplemental information. This call is being recorded for rebroadcast for a period of time in the future. As such, it’s important to note that management’s comments include time-sensitive information that may be accurate only as of today’s date February 13, 2013. At this time, all participants are in listen-only mode. Following management’s prepared comments, the call will be opened up for your questions. We ask to please limit your questions to two, so that all callers will have the opportunity to ask questions. On the call today will be Steven Tanger, President and Chief Executive Officer; and Frank Marchisello, Executive Vice President and Chief Financial Officer. I will now turn the call over to Steven Tanger. Please go ahead, Steve.

Steven B. Tanger

Management

Thank you, Cyndi, and good morning everyone. I’m delighted to report that Tanger generated 19.8% total return for our shareholders in 2012, comparing favorably to both the NAREIT All Equity REIT Index and the S&P 500, solid operating performance results and adjusted funds from operation above the high end of our previous and initial guidance. We achieved significant milestones in the fourth quarter. With occupancy at 98.9% within our consolidated portfolio, December 31, 2012 marked Tanger’s 32nd consecutive year of reporting year end consolidated occupancy of 95% or greater. Our fourth quarter 2012 same center net operating income growth of 4.7% extends our streak of positive same center NOI growth to 32 consecutive quarters, dating back to the first quarter of 2005 when we began tracking this metric. Also driving our 2012 growth was the year end, the full-year impact of the five consolidated properties and one joint-venture property that we added to the Tanger portfolio in 2011, which resulted in a 15% expansion of our footprint. In the fourth quarter of 2012, we expanded our total gross leasable area by another 8% when we delivered through joint-venture arrangements two newly developed outlet centers in the United States, and acquired two existing outward centers in Canada. We are proud of achieving this significant portfolio expansion, while maintaining a balance sheet that is a fortress. Tanger’s low-leverage at December 31, 2012 was best in the mall sector according to KeyBanc’s leadership report in terms of debt to total market capitalization, total debt to recurring EBITDA and recurring EBITDA to interest expense. I know that many of you want to learn more about the progress of our various development projects, but first let me turn the call over to Frank, who will take you through our financial results. I will then follow up with a discussion of our operating performance, our development pipeline and our current expectations for 2013.

Frank C. Marchisello, Jr.

Management

Thank you, Steve and good morning everyone. Our reported year-end funds from operations or FFO of $1.63 per share was at the top end of our guidance range of $1.61 to $1.63 per share, and increased 13.2% from $1.44 per share in 2011. Adjusted FFO for 2012 increased 12.2% to $1.65 per share, compared to $1.47 per share for 2011. This year-over-year increase is a direct result of our ability to continue to drive rental rates and grow same center NOI, as well as the accretive impact of the acquisitions made during 2011. On a consolidated basis, our total market capitalization at December 31, 2012 was approximately $4.5 billion, up 14.5% from $3.9 billion last year. Our debt to total market capitalization was approximately 24.4% at December 31, 2012 compared to 26.3% last year. We also maintained a strong interest coverage ratio of 4.18 times for 2012, up from 4.07 times for 2011. As of December 31, 2012 approximately 60.8% of our debt was at fixed rates. Our balance sheet strategy continues to be conservative targeting minimal use of secured financing and a manageable schedule of debt maturities. In fact, we have no significant maturities on our balance sheet before November of 2015. Our Board of Directors declared a dividend of $0.21 per share for the quarter ended December 31, 2012 payable this Friday to shareholders of record on January 30. The annualized dividend equates to $0.84 per share. We have paid a cash dividend each quarter over the past 19 consecutive years since becoming a publicly traded entity in May of 1993. We are one of only a handful of REITs that has raised their dividend each year since going public. Our dividend is well covered; our FAD payout ratio for 2012 was approximately 56%. At these levels, we are able to significantly – generate significant incremental cash flow over our dividends, which we plan to use to help fund our growth and/or to reduce amounts outstanding under our lines of credit. I will now turn it back over to Steve.

Steven B. Tanger

Management

Thank you, Frank. Although our portfolio was fared any significant property damage and did not experience any prolong center closings related to Hurricane Sandy, the storm did have a negative impact on shopping patterns in the affected areas during the fourth quarter of 2012. This impacted eight of our consolidated properties totaling 2.7 million square feet or 25% of the consolidated portfolio. These centers which were closed for one or more days included Atlantic City, New Jersey; Kittery, Maine; Nags Head, North Carolina; Ocean City, Maryland; Rehoboth Beach, Delaware; Riverhead, New York; Tilton, New Hampshire; and Westbrook, Connecticut. Including these properties, consolidated comparable tenant sales increased 2.9% to $376 per square foot for the 12 months ended December 31, 2012 and decreased 0.9% for the fourth quarter. This annual growth rate is consistent with Tanger's long term tenant sales compounded annual growth rate of approximately 3%. Excluding the storm affected properties; consolidated comparable tenant sales increased 3.4% for the 12 months and 1.4% for the three months ended December 31, 2012. Our initial reaction to the severe weather experienced in the Northeast and the Midwest over the last several days is that it impacted our portfolio that the impact on our portfolio will not be as significant as that of Hurricane Sandy in terms of either the number of centers affected or the extent of the impact. We are hopeful this weather event will result in delayed, not reduced retail spending in these regions. I am pleased to report that we continue to see positive base rent rate spreads for space renewed and released through the end of the fourth quarter. A 31.7% blended straight-line rental rate spread on the renewal and releasing of space throughout the consolidated portfolio during the quarter, boosted our rental rate increase for the year…

Operator

Operator

(Operator Instructions) Your first question comes from Christy McElroy with UBS, your line is open. Christy McElroy – UBS: Hi, good morning guys. Just wanted to ask a couple of follow-up questions on guidance, you saw some good growth in percentage rents last year. What kind of growth are you budgeting in your 2013 guidance and what kind of releasing spreads are assumed in that 4% same-store NOI growth forecast.

Frank C. Marchisello, Jr.

Management

From a releasing spread standpoint, we are forecasting similar spreads to 2012. But as we typically have done in the past our percentage rents were forecasting relatively stable percentage rents. Certain tenants that renew break points are increased, therefore sometimes we lose some of the percentage rents on those guys hopefully making it up somewhere else. And if sales trend upward, then we certainly think there is upside to be percentage rent line. Christy McElroy – UBS: Okay. And then on the development pipeline, I appreciate the additional disclosure and the stuff. You have several big projects that were completion in the second half of ‘l4. Is it possible that any of those get pushed out into 2015 and can you sort of discuss plans for financing development spend over the next 2 years.

Frank C. Marchisello, Jr.

Management

We are under construction in the National Harbor, which is the larger project of about 340,000 feet. We expect to deliver in the fourth quarter around November 2013. The other small expansions in (inaudible) Sevierville we are still comfortable meeting those deliveries. So unless there is severe weather in the Washington D.C. market, we are comfortable that we will meet the delivery of the National Harbor project. Christy McElroy – UBS: I’m talking about really the second half 2014 deliveries, there is several big projects here, couple of small ones, but just wondering when you’ve got a lot going on there. Wondering if any of those might get pushed out.

Frank C. Marchisello, Jr.

Management

We have not broken ground on any of those yet, we have not met our minimum leasing thresholds to break ground, we’re anticipating breaking ground sometime in the second to third quarter of 2013, but I'll be happy to give you an update on every quarter on updated delivery schedule once we break ground. Christy McElroy – UBS: Great. And then on the development spend, are you planning on getting any construction months for any of these projects or would you consider maybe using an ATM to sort of match fund some of your investments?

Frank C. Marchisello, Jr.

Management

Christie, this is Frank. The National Harbor we’ve already funded our equity, and we are using a construction loan. You can pretty much assume that if it is a joint-venture project, we will use some type of project financing at roughly 60% the project being funded to the construction loan and then the remaining 40% would be equity contributed from Tanger and the partner. Their funding requirements will be met with internally generated cash flow and supplemented by lines of credit. So at this point, we don't think there will be any need for an ATM on anything similar to that. Christy McElroy – UBS: Okay.

Steven B. Tanger

Management

Just to clarify Christie, we do not have an ATM in place. Christy McElroy – UBS: Right.

Steven B. Tanger

Management

And at this point we have no intentions of putting an ATM in place. Christy McElroy – UBS: Okay. Thank you so much.

Operator

Operator

Your next question comes from Andrew John with Green Street Advisors. Your line is open. Andrew John – Green Street Advisors: Thank you. Hey guys appreciate the disclosure on the development pipeline, it’s helpful. I'm curious though what are the criteria or maybe your internal benchmarks for adding a project to the summary?

Steven B. Tanger

Management

Good morning, Andrew. We will add projects as they become real in our minds. We have a shadow pipeline that we continue to do our due diligence and study that has not risen to a project that we feel is developable at this stage. When we feel they are developable and we really start to exert leasing efforts, then we will add into this pipeline. Then we will add it to the schedule. Andrew John – Green Street Advisors: Okay that’s great. And then may be switching topics, in the supplemental, the key performance metrics are generally reported for the consolidated portfolio only, can you talk just a little bit about the performance of the unconsolidated portfolio and some of the key metrics may be sales per square foot, tenant sales growth and then your outlook for same property growth?

Frank C. Marchisello, Jr.

Management

This is Frank. We had typically only included consolidated properties in the leasing stats. I will say that the statistics should not be unusually different for the joint-venture projects we just for various reasons chosen not to selectively disclose those. I think given the location of the properties, you can expect that sales trends and leasing trends are very similar to our core portfolio. Andrew John – Green Street Advisors: Okay, great. Thanks.

Operator

Operator

Your next question comes from Todd Thomas with KeyBanc Capital Markets. Your line is open. Jordan Sadler – KeyBanc Capital Markets: Hi, it’s Jordan Sadler here with Todd. Good morning. Can you may be just give us a little bit on the merit and the strategy behind the joint ventures with your largest competitor in the space, Charlotte and Columbus being the second and third joint ventures with Simon?

Steven B. Tanger

Management

Good morning, Jordon. We have a successful partnership with Simon in Houston, where the two companies work together and all the various disciplines of the corporate entities to deliver a successful fully leased property. Based upon that success and in the markets in Charlotte and Columbus, we decided it best to jointly develop in those markets as opposed to the distraction of the leasing battle and the mall wars, or whatever you folks want to call it. We felt that that was an appropriate use of our human resources and our skill sets to jointly develop as opposed to prolonged battle where the yields were greatly reduced and the timing of the opening of the center was probably be delayed. And it prove to be the correct strategy in Houston based upon the tenants embracing our joint venture sites in Columbus and Charlotte, it appears that we will have two more very successful joint ventures in both of those markets. Jordan Sadler – KeyBanc Capital Markets: It's an essence it's easier to go to sort of partner up with another strong player who is well capitalized rather than go head-to-head with them not terribly for apart in the same market or similar market?

Steven B. Tanger

Management

Jordan, you can draw whatever conclusions you want. Jordan Sadler – KeyBanc Capital Markets: Okay. In that context, Andrew asked a question earlier about sort of predevelopment pipeline some of the stuff that hasn’t yet obviously made it onto the list obviously the development pipeline has shaped up nicely, I'm curious also about the predevelopment pipeline. One, would you expect the phase that we see here on page 17 of the supplemental, thank you for that, to be maintained into 2015 and 2016 I know it’s a long time away, but obviously you are working on it?

Steven B. Tanger

Management

Well, first of all, thank you for complimenting us on our robust pipeline. I appreciate that. We are a growth company in a growth sector with a balance sheet that is a fortress. And that allows us to make plans to continue to develop successful outlet centers. We have disclosed the properties that we are currently leasing for delivery in 2013 and 2014. As I mentioned to Christie earlier, we will continue to update this as appropriate each quarter and happy to continue to update you and the other fine analysts that cover our company as we go forward. But right now, Jordan for competitive reasons as you highlighted in your first two questions, we want to keep the shadow pipeline as a shadow pipeline until we are ready to announce appropriate leasing. Jordan Sadler – KeyBanc Capital Markets: Great, that's helpful. Thank you.

Steven B. Tanger

Management

Thank you.

Operator

Operator

You next question comes from Quentin Velleley. Your line is open. Michael J. Bilerman – Citi Investment Research: Hi, it’s Michael Bilerman. I’m here with Emmanuel Korchman. Quentin will be very happy about how his name was pronounced. Steve, I just wanted to go first on just the comp plan that was introduced. I guess how it has both an absolute and a relative metric with the absolute return sort of driving that 70% of the value anywhere minimum of 25%, up to over 35% and then 30% of it being a relative measure in terms of peers getting above 50%, 60% and 70%. I guess, how did you and the comp committee and the board sort of come to that split? I guess with the discussions at all about making it fully an absolute and relative combined. I’m starting to thinking about and going through the thought process a little bit.

Frank C. Marchisello, Jr.

Management

This is Frank, the comp committee hires a comp consultant to address issues of compensation, this is the topic they came up this year. We had a long-term plan which was basically maturing at the end of 2013. We had additional executive officers that were not in that plan, and the comp committee felt like it was a reasonable time to implement a new plan. With help from the advisors it was determined how to split that high if you will up between relative performance and the like. So there was a lot of thought put into the overall plan. And In lieu of that our senior team will be getting less base salary increases if you will, and we’re focused more on long term equity incentive plans. So this was just part of our overall strategy, and the strategy that was presented by the consultants to our comp committee. Michael J. Bilerman – Citi Investment Research: And how does the total value, the maximum payout of $13.25 million, how does that compared to previous plans in terms of amount?

Frank Marchisello

Analyst

It’s about a fourth of the original plan, which was put in place, in I guess 40 years ago at this point.

Steven B. Tanger

Management

The first plan was put in place January 1, 2010 and the measuring period ends December 31 of this year, the original plan.

Frank C. Marchisello, Jr

Analyst

With a one-year vest on that – beyond that.

Steven B. Tanger

Management

Good morning, Michael, by the way it’s Steve. Michael J. Bilerman – Citi Investment Research: Yeah.

Steven B. Tanger

Management

We want to shift both for our senior management, our executive leadership team, short-term current compensation to long-term performance-based compensation and one of the features of the plan, which I don't know if you’ve mentioned, but if there is not a minimum of 25% growth in shareholder value, we had nothing. And the plan only kicks in between 25% growth and 35% growth. Michael J. Bilerman – Citi Investment Research: Does that in terms of the split on the relative, does that 30% so the shares were split 70% absolute return with the minimum threshold of 25%, 30% is based on where you rank. I thought the 30% you could still have below 25% total return, but still earn no shares if your return is better than your peers, better than the 50% though.

Frank C. Marchisello, Jr.

Management

That would be correct. But the value of this could be anything from zero to the…

Steven B. Tanger

Management

Maximum amount you see. Michael J. Bilerman – Citi Investment Research: Right. And just thinking going back to Jordan’s question in terms of the relationship with Simon, I’m just curious as you are now getting involved at the successful project in Houston and two more. I guess what you're learning just concerning your both largest in the industry, what you're learning about, what you do, what they do and interesting of your project you have one that’s going to be, two there going to be Tanger, one there is going to be premium, Simon premium outlet, what are you learning about how they operate, how they build, what they do, and what are they learning from you, what have been the similarities, and what have been the differences.

Steven B. Tanger

Management

We have learned that Simon Property Group is well run with very thoughtful seasoned executives and I hope they’ve learned the same thing about our company. And that's about all I really want to say. Michael J. Bilerman – Citi Investment Research: Is there anything that's come out at least in the tenant side, I mean you’ve been with competitors for a very long time, I’m just curious if you sort of come to realize well maybe you do something little bit different or what sort of benefits could it bring to the Tanger organization in doing these projects with Simon?

Steven B. Tanger

Management

The tenant community has embraced the partnership. They are excited about the delivery of successful well leased, well constructed, well operated, well marketed centers in the Houston, Columbus and Charlotte markets. So we respond to what our customers ask and they’ve asked for that type of mature type of development. And really Michael that's all I want to say about it. Michael J. Bilerman – Citi Investment Research: Okay. Just last question on just going to the balance sheet, I do agree with your comments in terms of overall debt levels relative to asset value and your fixed charge and all those are extremely strong in position to be able to find the development. But I'm just curious your mix of fixed versus floating clearly is benefiting you dramatically today given where the rate environment is, but just as you fund developments either on the line especially in the joint venture side, with floating rate debt, how are you thinking about the split between fix and floating rate debt? Because obviously at some point as you term out those financings you will have some dilution from that?

Steven B. Tanger

Management

Right now just as data point for you, our floating rate debt is about $437 million, and our enterprise value is about $4.75 billion. So our percentage of floating rate to our enterprise value is only 9.2%, which I believe you’ll find is either the lowest or at the very low end of the mall rates. We’ve only have – we have a line utilization today of a $178 million on our line of $520 million. So we have lots of capacity there. We also internally generate about $60 million or so free cash flow over dividends, which has used to fund – internally fund without increasing our line and our equity share of the joint-ventures or to pay down the line. So we have no acquisitions in the immediate horizon that would require large chunk in cash. So we’re very comfortable with our current position on the floating rate debt, utilization of our line of credit. And don’t expect short-term any as you say terming out or utilization of the bond markets to add more to long-term debt. Michael J. Bilerman – Citi Investment Research: So there is nothing in guidance right now for terming out or fixing any of the floating rate debt at all?

Steven B. Tanger

Management

That’s correct. Michael J. Bilerman – Citi Investment Research: Okay. Your 430 is just your consolidated, because your unconsolidated debt is predominantly of floating rate that’s another $100 million, which would the fact there will be an increase, I agree with you conceptually, because you are lower leveraged, even though you have high floating rate debt relative to your debt stack that percentage is lower. But I think that at some point there would probably be some level especially when you include the unconsolidated joint ventures that as you fix that debt it’s an unbelievable time to go longer term on debt today. I’m just curious why the company wouldn't do that to build in that capacity.

Steven B. Tanger

Management

We don't have the need today Michael. We monitor the debt markets constantly, but if we do reach a point where there is a need, we certainly will execute as we have in the past. Michael J. Bilerman – Citi Investment Research: Okay. Thank you.

Steven B. Tanger

Management

Thank you, Michael.

Operator

Operator

Your next question comes from Tayo Okusanya with Jefferies. Your line is open. Omotayo Okusanya – Jefferies & Co.: Hi, good morning everyone. Two questions, first of all with the guidance numbers and the same-store NOI guidance of 4%, which is slowing now materially from where you were in 2012, could you talk a little bit just about why the slowdown just kind of given strong fundamentals you're talking about the mark-to-market to looking very similar in 2013 versus 2012 and leasing capacity remaining pretty strong?

Steven B. Tanger

Management

Well, I guess that proves everybody has a point of view its relative to the marketplace. I think that 4% comp NOI growth is terrific and certainly compares very favorable to the other mall REITs as a comp NOI growth considering that we've been growing on a comp basis our NOI for the past 32 quarters, so we are satisfied with that and that’s our current thinking today. You may realize that at 98.8% or 98.9% occupancy we are at virtual statistical full occupancy, so we’ve not provided any income on a comp basis from filling vacancies in this number. Omotayo Okusanya – Jefferies & Co.: Okay.

Steven B. Tanger

Management

Okay, so that's how we derive the number, that’s our best thinking as of today. Omotayo Okusanya – Jefferies & Co.: Okay, that's helpful. And then again just wanted to add my thoughts of thanks for the extra disclosure on the upper pipeline, could we get a sense at this point of how much you have spent pipeline wise and also what you estimate capitalized interest will be in 2013?

Frank C. Marchisello, Jr.

Management

Like I mentioned earlier, we have funded our capital on National Harbor, we haven't broken ground on the other projects, so the funding in those has been fairly minimal. The expansion projects are relatively small, and believe right now the only one under construction is Gonzales and then in Canada we have not began construction on any of those, so there's very little funded there. Omotayo Okusanya – Jefferies & Co.: Okay.

Frank C. Marchisello, Jr.

Management

That kind of gives you an idea. I don't have the capitalized interest number expectation for 2013, but I think we should kind of be able to back into that, if not feel free to give us the call back and we can discuss it. Omotayo Okusanya – Jefferies & Co.: Okay. But the basic idea, the basic assumption that you are modeling is that you start to break ground on a lot of these things in the back half of 2013, correct?

Frank C. Marchisello, Jr.

Management

Second half of 2013.

Steven B. Tanger

Management

That's correct. Omotayo Okusanya – Jefferies & Co.: Okay. Thank you very much.

Operator

Operator

Your next question comes from Steve Sakwa with ISI Group. Your line is open Steve Sakwa – ISI Group: Thanks, good morning. Steve I wonder if you could just go back on the sales point, I don’t want to draw too much out of one quarter, and I know that the storm impacted sales a bit, but it still seems even if you adjust for the sales from Sandy, sales of 1.4% was a pretty slow number. I’m just wondering if you have any thoughts about regional performance, and if that’s just a kind of a broader concern you have over things like, the payroll tax kind of kicking back in and kind of taking a bite out of people’s wallet. It sounded like from your comments you’re little more cautious on sales growth in 2013. And I was just trying to kind of take all of that and reconcile, given the sharp slow down that you saw in sales from Q3 to Q4?

Steven B. Tanger

Management

Hi Steve and good morning. We are cautious as we usually are until we get more information on the consumer spending particularly this year. Obviously the increase in the payroll tax and the uncertainty that’s being caused in Washington, weighs on people’s minds. We will not raise the guidance on our sales until we see more clarity. And I don’t know what else to tell you. I think still people want value, and they want to shop in outlets and get the best value on brand names. But until we see more clarity both from Washington and consumer spending, we’re going to keep our guidance where it is. Steve Sakwa – ISI Group: Okay. Is there anything you kind of give us as you look at the geography of the, may be sales increases or lack thereof or maybe by product category or other things that by region look much weaker than others were product categories did much better than others?

Steven B. Tanger

Management

Steve, unfortunately we have a small portfolio as you are aware, and I don't think that we will be proxy to give appropriate information with regard to geographic or any sort of product line that would be useful to you. Steve Sakwa – ISI Group: Okay, thank you.

Steven B. Tanger

Management

Thank you.

Operator

Operator

Your next question comes from Andrew Rosivach with Goldman Sachs. Your line is open. Caitlin Burrows – Goldman Sachs: This is actually Caitlin Burrows. This is kind of similar to may be the question that was just asked, but I know it was only a slight decline in Sandy was during the fourth quarter, but then again Christmas also was. Can you describe what factors may have led to the sequential decline in sales per square foot from $381 in the third quarter to $376 in the fourth quarter?

Steven B. Tanger

Management

I think you just answered your own questions. The storm had a major impact on 25% of our portfolio, of course, Christmas comes every year, but the impact was may be greater than might have been imagine both in the run-up to Sandy and in the aftermath of Sandy. So it was a major event and in affected based on the geography of our properties 25% of our portfolio. Caitlin Burrows – Goldman Sachs: Okay, so then going forward in 2013, obviously assuming that there is not another huge storm or as additional centers are added to the comparable sales portfolio, do you expect it to continue to go up then?

Steven B. Tanger

Management

I think we've given guidance on our expectation for sales, and I think we'll stick with it. Caitlin Burrows – Goldman Sachs: Okay, thank you.

Operator

Operator

Your next question comes from the Rich Moore with RBC Capital Markets. Your line is open. Rich Moore – RBC Capital Markets: Hi good morning guys. And I’d like to add my thanks for the new disclosure as well Frank. And Steve thank you as well for the kind comment about analysts, we don’t usually hear those. I want to ask you, in terms of demand Steve, what do you think as you look beyond 2014, I mean, how are retailers thinking about the long-term need for additional outlet center space? Has it changed at all in your mind?

Steven B. Tanger

Management

Hi Rich and good morning. We always love analysts as we have, we are celebrating our 20th year of a public company and this is about our 80th conference call. So we have great love and affection for the analyst community. Rich Moore – RBC Capital Markets: Yeah we don’t always hear that, so that’s very nice of you to say.

Steven B. Tanger

Management

And people have different opinions on the stock, but the best news is our shareholders last year got close to a 20% total return. The crystal ball out beyond 2014 for our retailers is cloudy as you might imagine. The CEOs of our tenant partners today are still allocating tremendous capital to growing the outlet distribution channel. We’ve not seen that change. We are working hard to get our fair share of their allocation of new stores in 2013. Several of them have not even announced their allocation of for 2014 yet, that alone 2015 and 2016. So we are communicating with our customers on a daily basis. Really Rich it’s tough for us to give you an answer on that beyond 2013. Rich Moore – RBC Capital Markets: Okay, but no slowdown and enthusiasm Steve at least in the near-term?

Steven B. Tanger

Management

No slowdown, if anything more enthusiasm as other distribution channels seem to slowdown. Rich Moore – RBC Capital Markets: Okay, good thank you. And then Frank, on the other income line, remind me what’s in there and that's a little higher this quarter and I'm curious how to think about that line as we look forward?

Frank C. Marchisello, Jr.

Management

Other income is basically majority of that is bending related income, coupon book income, things like that as well as some of the net fee income that we earn. We were at about $10.5 million this year, I think we projected to go up maybe $1 million next year to additional other income and net fees. Rich Moore – RBC Capital Markets: Okay, is there – I don't remember exactly, is there seasonality that you expect in that, that is unusual?

Frank C. Marchisello, Jr.

Management

It’s typically the lowest in the first quarter and then ramps up quarter-by-quarter. It should be similar to what we saw in 2012 quarter-to-quarter. Rich Moore – RBC Capital Markets: Very good. Thank you guys.

Operator

Operator

We still have a few questions in queue, would you like to take them?

Steven B. Tanger

Management

Sure.

Operator

Operator

Okay, thank you very much. Your next question comes from Carol Kemple with Hilliard Lyons. Your line is open. Carol L. Kemple – Hilliard Lyons: Good morning. Thanks for taking my question. I know earlier in the call you all mentioned that you didn't have any acquisitions in the near-term, did you all bid on the property in Kansas City, can you kind of talk about if you did the bidding environment for that, what kind of people were looking at the property, were they public REITs, private or how that sale went?

Steven B. Tanger

Management

Hi, Carol. Yes, we were an active participant in the auction in Kansas City, the property name was the Legends. It was a fully marketed transaction. It was a property that was foreclosed upon, and this was – the auction was run by the trustee. There were highly sophisticated public REITs participating, highly sophisticated outlet developers participating, along with private equity funds. So it was a interesting process to go through. The winning bid by our estimation was very close to 6% cap, which for a property that only generated what would have been at about our average sales per square foot. We felt the numbers just didn't work for us. We will participate in any property due diligence process where we think we can add value. But at the price at 6% for that asset, we were not willing to go higher. Carol L. Kemple – Hilliard Lyons: Okay, thank you.

Operator

Operator

Your next question comes from Todd Lukasik with Morningstar. Your line is open. Todd Lukasik – Morningstar: Hi, good morning. Thanks for – it’s been a little longer in taking a few extra questions, I appreciate it. I just had a question on the U.S. shadow pipeline and whether or not you could share your expectation with regard to whether those will come on the balance sheet eventually as wholly owned entities or as joint ventures.

Steven B. Tanger

Management

Good morning, Todd. I think it's premature to discuss, as I mentioned before the shadow pipeline. Right now it's a mix of both joint ventures and wholly owned, but we will certainly provide complete disclosure as the analysts have complemented us on when we are ready to announce the addition of or the movement on the shadow pipeline to our development pipeline. Todd Lukasik – Morningstar: Okay. And then just with regards to the returns in the U.S. versus the returns in Canada, I think the range is slightly lower, still very good in Canada, but slightly lower than in the U.S. and I was just wondering if you could comment on that. In particular, I thought that may be relative lack of supply of the outlet product there might provide some better return opportunities than in the U.S., but if you could comment on that, that will be great?

Steven B. Tanger

Management

There is a scarcity of product in Canada. There are also is a scarcity of developable land. The cost of the land and the time involved, and the cost of the development process, and the entitlement process and the construction in Canada due to the climate is greater than the States. However, the value creation for our stakeholders is about the same, because the resale cap rate in Canada is below the resale cap rate in the States. So we add significant value when we open new centers in Canada. Todd Lukasik – Morningstar: Okay. And is the expectation still for potentially around ten over the longer term in Canada?

Steven B. Tanger

Management

I think we have given guidance in the range of 8% to 10%. Todd Lukasik – Morningstar: In terms of the total number of Canada projects?

Steven B. Tanger

Management

Oh, I’m sorry I misunderstood your question, Todd. Yeah we’re still looking, what did you say, for about 10 projects in Canada? Todd Lukasik – Morningstar: Yeah.

Steven B. Tanger

Management

I think that’s a reasonable expectation over a five to seven year build out. Todd Lukasik – Morningstar: Okay, great. Thanks again for taking my questions.

Operator

Operator

Your next question comes from Nathan Isbee with Stifel Nicolaus. Your line is open. Nate Isbee – Stifel, Nicolaus & Company, Inc. : Hi, good morning. Just going back to the same-store NOI guidance question, you did 6% in 2012 really a great number, and well 4% is what I would call a solid number at the end of the day it is down from 6%, the 6% was done without really any benefit of occupancy lease up in 2012 as well. So I'm just curious you can give some sort of color as to why there may be a moderation in same-store in 2013?

Frank C. Marchisello, Jr.

Management

Hi, Nate, it's Frank. As Steve alluded to you, we really don't expect a whole lot of, we will release some space and get increase in rents, but we don't really see any movement in occupancy. Last year, we started our guidance at 4% to 5%, and we are able to increase that mainly because sales productivity was higher than expectation. This year, we are at 4% hopefully we’ll be able to make some adjustments to that, but at this point, we're not able or willing to do so. We expect same type of renewal rate increases et cetera in last year, but really just don't have lot of additional space to lease and our current expectation like we said is sales would be stable to slightly up. If that changes that will be able to look at the guidance on same-center NOI and probably make some adjustments. So we are not ready to do that. Nate Isbee – Stifel, Nicolaus & Company, Inc. : Do you have a fewer number of tenants that are maturing you’re choosing not to renew?

Steven B. Tanger

Management

As of today that number is similar to last year, but again it is very early in the year. We’ll monitor as we go forward quarter-to-quarter and update our guidance just as we did last year, and as – if we’re unfortunate to have ramp up and sales increases obviously that impacts on the NOI growth. So give us another quarter or two and we’ll have a better picture for you as to what the year might be. But our current expectation as we sit here in the middle of February is a 4% growth, which by the way I think is amongst the highest in the mall REIT sector. Nate Isbee – Stifel, Nicolaus & Company, Inc.: I agree. I said that it was definitely up there. And then just moving to National Harbor, just curious has there been any change of the plans in terms of leasing, in terms of tenants and the overall scope of the project, given the recent introduction and approval of full-fledged casino?

Steven B. Tanger

Management

Thank you for mentioning the casino, it should be another major draw to National Harbor in addition to the 2,200 room conventional hotel, and the Gaylord Hotel that’s currently there. The casino I believe will come on stream in probably ‘14 or ‘15, but the tenant community is not basing their decision on the casino, that will be just on overlay of traffic. They’re basing on the decision that this is the closest outlet center to metropolitan Washington, D.C. And we’re going to go after the 33 million visitors that come to D.C. and try to capture that sales that’s out there. And a lot of those 33 million people are coming from various parts of the world. Nate Isbee – Stifel, Nicolaus & Company, Inc.: You might even get people driving there from Baltimore?

Steven B. Tanger

Management

We might even get the Isbee family driving there. Nate Isbee – Stifel, Nicolaus & Company, Inc.: All right thanks.

Steven B. Tanger

Management

Thank you, Nate.

Operator

Operator

There are no further questions at this time. I now turn the call back over to the presenters.

Steven B. Tanger

Management

Well, thank you all for participating on the call today and for your interest in our Company. Tanger is the only public REIT with a pure outlet portfolio. We have a conservatively structured balance sheet, high brand recognition and a tenured management team with a disciplined development approach. Our strong portfolio of geographically diversified operating properties has historically provided significant returns for our shareholders. And our external growth pipeline is deeper than it ever has been. Frank and I are always available to answer any other questions you may have. Thank you again. Have a great day. And think outlets, think Tanger.

Operator

Operator

This concludes today's conference call. You may now disconnect.