8-K: Current report filing
Published on July 2, 2009
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________
FORM
8-K
Current
Report Pursuant to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (date of earliest event reported): July 2, 2009
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))
Item
8.01 Other Events
Tanger
Factory Outlet Centers, Inc., or the “Company”, is filing this Current Report on
Form 8-K
solely to reflect certain accounting adjustments described below with respect to
the financial information contained in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2008 or the “2008 Form 10-K”, which was filed
with the United States Securities and Exchange Commission or the “SEC”, on
February 27, 2009. This Current Report on Form 8-K shows the effects
of the retrospective adoption on January 1, 2009 of the following:
·
|
Financial
Accounting Standards Board, or “FASB”, Staff
Position APB 14-1, “Accounting
for Convertible Debt Instruments That May Be Settled in Cash upon
Conversion (Including Partial Cash Settlement)”, or FSP APB
14-1. The adoption of FSP APB 14-1 affects
the accounting for our $149.5 million 3.75% convertible unsecured notes
due 2026, or the Exchangeable Notes. FSP APB
14-1 requires bifurcation of the Exchangeable Notes into a debt component
that is initially recorded at fair value and an equity component. The
difference between the fair value of the debt component and the initial
proceeds from issuance of the instrument is recorded as a component of
equity. The
liability component of the debt instrument is accreted to par using the
effective interest method over the remaining life of the debt (the first
redemption date in August 2011). The
accretion is reported as a component of interest expense. The
equity component is not subsequently re-valued as long as it continues to
qualify for equity treatment. The
retrospective adoption of FSP APB 14-1 affects the Company’s financial
information for the years 2006 through 2008, as reflected in Exhibit 99.1,
99.2 and 99.3, respectively, The adoption reduced income from
continuing operations and net income by approximately $2.7 million, $2.5
million and $934,000 in each of the years ending December 31, 2008, 2007
and 2006, respectively.
|
·
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FASB
No. 160, “No. 160 “Noncontrolling Interests in Consolidated Financial
Statements, an amendment of ARB No. 51”, or FAS 160 and the
adoption of the recent revisions to EITF Topic D-98, "Classification and
Measurements of Redeemable Securities", which became effective upon our
adoption of FAS 160. FAS
160 amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. FAS 160
clarifies that a noncontrolling interest in a subsidiary should be
reported as equity in the consolidated balance sheet and the
noncontrolling interest's share of earnings is included in consolidated
net income. The calculation of earnings per share continues to be based on
income amounts attributable to the Company. The
retrospective adoption of FSP APB 14-1 affects the Company’s financial
information for the years 2004 through 2008, as reflected in Exhibit 99.1,
99.2 and 99.3, respectively. The adoption increased equity by
approximately $30.7 million, $35.6 million, $41.3 million, $49.4 million
and $35.6 million as of December 31, 2008, 2007, 2006, 2005 and 2004,
respectively.
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·
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FASB
Staff Position EITF 03-6-1, “Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities” or FSP EITF
03-6-1. FSP
EITF 03-6-1 addresses whether instruments granted in share-based payment
awards are participating securities prior to vesting, and therefore, need
to be included in the earnings allocation when computing earnings per
share under the two-class method as described in SFAS No. 128. In
accordance with FSP EITF 03-6-1, unvested share-based payment awards that
contain non-forfeitable rights to dividends or dividend equivalents
(whether paid or unpaid) are participating securities and shall be
included in the computation of earnings per share pursuant to the
two-class method. The
retrospective adoption of FSP APB 14-1 affects the Company’s financial
information for the years 2004 through 2008, as reflected in Exhibit 99.1,
99.2 and 99.3, respectively. The adoption decreased diluted
earnings per share by approximately $.02, $.02, $.01, $.01 and $.01 per
share in each of the years ending December 31, 2008, 2007, 2006, 2005 and
2004, respectively.
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The
information in this Form 8-K does not reflect any event or development occurring
after February 27, 2009, the date on which the Company filed its 2008
10-K. Except as described above, we have not modified or updated any
disclosures in our 2008 Form 10-K. This Current Report on Form 8-K
should be read in conjunction with our 2008 Form 10-K. For a
discussion of events and developments subsequent to the filing of the Company’s
2008 Form 10-K, please refer to the Company’s SEC filings since that
date.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits
Exhibit
|
|
Number
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Description
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23.1
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Consent
of Independent Registered Public Accounting Firm (PricewaterhouseCoopers
LLP)
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99.1
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Selected
Company Financial Data as of and for the years ended December 31, 2008,
2007, 2006, 2005 and 2004
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99.2
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Management’s
Discussion and Analysis of Financial Condition and Results of Operations
as of December 31, 2008
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99.3
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Consolidated
Financial Statements
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: July
2, 2009
TANGER
FACTORY OUTLET CENTERS, INC.
By: /s/ Frank C. Marchisello, Jr.
Frank C.
Marchisello, Jr.
Executive Vice
President, Chief Financial Officer & Secretary