Equity-Based Compensation (Tables) - Tanger Factory Outlet Centers, Inc. [Member]
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12 Months Ended |
Dec. 31, 2017 |
|---|
| Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs |
We recorded equity-based compensation expense in general and administrative expenses in the consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015, respectively, as follows (in thousands):
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2017 |
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2016 |
|
2015 |
Restricted common shares |
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$ |
9,395 |
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|
$ |
10,976 |
|
|
$ |
11,220 |
|
Notional unit performance awards |
|
3,913 |
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|
3,967 |
|
|
3,030 |
|
Options |
|
277 |
|
|
376 |
|
|
462 |
|
Total equity-based compensation |
|
$ |
13,585 |
|
|
$ |
15,319 |
|
|
$ |
14,712 |
|
Equity-based compensation expense capitalized as a part of rental property and deferred lease costs were as follows (in thousands):
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2017 |
|
2016 |
|
2015 |
Equity-based compensation expense capitalized |
|
$ |
1,044 |
|
|
$ |
985 |
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|
$ |
837 |
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| Schedule of Share-based Compensation, Restricted Stock Units Award Activity |
The following table summarizes information related to unvested restricted common shares outstanding for the years ended December 31, 2017, 2016, and 2015:
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Unvested Restricted Common Shares |
|
Number of shares |
|
Weighted average grant date fair value |
Outstanding at December 31, 2014 |
|
1,099,450 |
|
|
$ |
29.01 |
|
Granted |
|
357,844 |
|
|
36.69 |
|
Vested |
|
(371,299 |
) |
|
28.12 |
|
Forfeited |
|
— |
|
|
— |
|
|
Outstanding at December 31, 2015
|
|
1,085,995 |
|
|
$ |
31.84 |
|
Granted |
|
286,524 |
|
|
29.64 |
|
Vested |
|
(388,851 |
) |
|
31.30 |
|
Forfeited |
|
(104,400 |
) |
|
34.13 |
|
Outstanding at December 31, 2016 |
|
879,268 |
|
|
$ |
31.09 |
|
Granted |
|
253,431 |
|
|
33.07 |
|
Vested |
|
(368,043 |
) |
|
29.87 |
|
Forfeited |
|
(14,750 |
) |
|
34.39 |
|
Outstanding at December 31, 2017 |
|
749,906 |
|
|
$ |
32.30 |
|
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| Schedule of Nonvested Performance-based Units Activity |
The following table sets forth OPP performance targets and other relevant information about each plan:
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2017 OPP |
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2016 OPP |
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2015 OPP(1)
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2014 OPP(2)
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2013 OPP (3)
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Performance targets (4)
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Absolute portion of award: |
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Percent of total award |
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50% |
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50% |
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60% |
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70% |
|
70% |
Absolute share price appreciation range |
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18% - 35% |
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18% - 35% |
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25% - 35% |
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25% - 35% |
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25% - 35% |
Percentage of units to be earned |
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20%-100% |
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20%-100% |
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33%-100% |
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33%-100% |
|
33%-100% |
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Relative portion of award: |
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Percent of total award |
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50% |
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50% |
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40% |
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30% |
|
30% |
Percentile rank of peer group range(5)
|
|
40th - 70th |
|
40th - 70th |
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50th - 70th |
|
50th - 70th |
|
50th - 70th |
Percentage of units to be earned |
|
20%-100% |
|
20%-100% |
|
33%-100% |
|
33%-100% |
|
33%-100% |
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Maximum number of restricted common shares that may be earned |
|
296,400 |
|
|
321,900 |
|
|
306,600 |
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|
329,700 |
|
|
315,150 |
|
Grant date fair value per share |
|
$ |
16.60 |
|
|
$ |
15.10 |
|
|
$ |
15.85 |
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|
$ |
14.71 |
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$ |
13.99 |
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|
(1) |
On December 31, 2017, the measurement period for the 2015 OPP expired and neither of the Company’s absolute nor relative total shareholder returns were sufficient for employees to earn, and therefore become eligible to vest in, any restricted shares under the plan. Accordingly, all 2015 OPP performance awards were automatically forfeited. |
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(2) |
On December 31, 2016, the measurement period for the 2014 OPP expired. Based on the Company’s absolute total shareholder return over the three-year measurement period, we issued 184,455 restricted common shares in January 2017, with 94,663 vesting immediately and the remaining 89,792 vesting in January one year thereafter, contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability). Our relative total shareholder return for the 2014 OPP did not meet the minimum share price appreciation and no shares were earned under this component of the 2014 OPP.
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(3) |
On December 31, 2015, the measurement period for the 2013 OPP expired and neither of the Company’s absolute nor relative total shareholder returns were sufficient for employees to earn, and therefore become eligible to vest in, any restricted shares under the plan. Accordingly, all 2013 OPP performance awards were automatically forfeited. |
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(4) |
The performance shares for the OPP will convert on a pro-rata basis by linear interpolation between share price appreciation thresholds, both for absolute total shareholder return and for relative total shareholder return. The share price for the purposes of calculation of share price appreciation will be adjusted on a penny-for-penny basis with respect to any dividend payments made during the measurement period. |
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(5) |
The peer group is based on companies included in the SNL Equity REIT index. |
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| Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions |
The fair values of the OPP awards granted during the years ended December 31, 2017, 2016, and 2015 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:
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2017 |
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2016 |
|
2015 |
Risk free interest rate (1)
|
|
1.52 |
% |
|
1.05 |
% |
|
0.86 |
% |
Expected dividend yield (2)
|
|
3.4 |
% |
|
3.1 |
% |
|
2.7 |
% |
Expected volatility (3)
|
|
19 |
% |
|
21 |
% |
|
20 |
% |
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|
(1) |
Represents the interest rate as of the grant date on US treasury bonds having the same life as the estimated life of the restricted unit grants. |
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(2) |
The dividend yield is calculated utilizing the dividends paid for the previous five-year period. |
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(3) |
Based on a mix of historical and implied volatility for our common shares and the common shares of our peer index companies over the measurement period. |
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| Schedule of Other Share-based Compensation, Activity |
The following table sets forth OPP activity for the years ended December 31, 2017, 2016, and 2015:
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Unvested OPP Awards
|
|
Number of units |
|
Weighted average grant date fair value |
Outstanding as of December 31, 2014 |
|
644,850 |
|
|
$ |
14.36 |
|
Awarded |
|
306,600 |
|
|
15.85 |
|
Forfeited |
|
(407,150 |
) |
|
14.28 |
|
Outstanding as of December 31, 2015 |
|
544,300 |
|
|
$ |
15.26 |
|
Awarded |
|
321,900 |
|
|
15.10 |
|
Forfeited |
|
(107,024 |
) |
|
14.77 |
|
Outstanding as of December 31, 2016 |
|
759,176 |
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|
$ |
15.36 |
|
Awarded |
|
296,400 |
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|
16.60 |
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Earned (1)
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|
(184,455 |
) |
|
14.71 |
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Forfeited |
|
(267,710 |
) |
|
15.84 |
|
Outstanding as of December 31, 2017 |
|
603,411 |
|
|
$ |
15.83 |
|
|
|
(1) |
Represents the units under the 2014 OPP that are no longer outstanding and have been settled in restricted common shares. |
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| Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range |
Options outstanding at December 31, 2017 had the following weighted average exercise prices and weighted average remaining contractual lives:
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Options Outstanding |
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Options Exercisable |
Exercise prices |
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Options |
|
Weighted average exercise price |
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Weighted remaining contractual life in years |
|
Options |
|
Weighted average exercise price |
$ |
26.06 |
|
|
62,200 |
|
|
$ |
26.06 |
|
|
3.15 |
|
62,200 |
|
|
$ |
26.06 |
|
32.02 |
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|
169,000 |
|
|
32.02 |
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|
6.00 |
|
89,800 |
|
|
32.02 |
|
|
|
231,200 |
|
|
$ |
30.42 |
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|
5.24 |
|
152,000 |
|
|
$ |
29.58 |
|
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| Schedule of Share-based Compensation, Stock Options, Activity |
A summary of option activity under the Plan for the years ended December 31, 2017, 2016, and 2015 (aggregate intrinsic value amount in thousands):
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Options |
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Shares |
|
Weighted-average exercise price |
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Weighted-average remaining contractual life in years |
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Aggregate intrinsic value |
Outstanding as of December 31, 2014 |
|
370,500 |
|
|
$ |
30.20 |
|
|
|
|
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Granted |
|
— |
|
|
— |
|
|
|
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Exercised |
|
(28,400 |
) |
|
27.76 |
|
|
|
|
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Forfeited |
|
(23,700 |
) |
|
31.58 |
|
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|
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Outstanding as of December 31, 2015 |
|
318,400 |
|
|
$ |
30.32 |
|
|
7.19 |
|
$ |
924 |
|
Granted |
|
— |
|
|
— |
|
|
|
|
|
Exercised |
|
(59,700 |
) |
|
29.31 |
|
|
|
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Forfeited |
|
(16,500 |
) |
|
31.86 |
|
|
|
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|
Outstanding as of December 31, 2016 |
|
242,200 |
|
|
$ |
30.46 |
|
|
6.26 |
|
$ |
1,287 |
|
Granted |
|
— |
|
|
— |
|
|
|
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Exercised |
|
(1,800 |
) |
|
29.70 |
|
|
|
|
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Forfeited |
|
(9,200 |
) |
|
31.83 |
|
|
|
|
|
Outstanding as of December 31, 2017 |
|
231,200 |
|
|
$ |
30.42 |
|
|
5.24 |
|
$ |
28 |
|
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Vested and Expected to Vest as of |
|
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|
|
|
|
|
|
December 31, 2017 |
|
227,569 |
|
|
$ |
30.39 |
|
|
5.22 |
|
$ |
28 |
|
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|
|
|
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|
Exercisable as of December 31, 2017 |
|
152,000 |
|
|
$ |
29.58 |
|
|
4.84 |
|
$ |
28 |
|
|