DEF: Tanger Inc. Announces 2025 Annual Meeting and Board Updates
Summary
- Tanger Inc. will hold its 2025 Annual Meeting of Shareholders virtually on May 9, 2025.
- Sonia Syngal, former GAP CEO, joined the Board as an independent director in 2024.
- David Henry will retire from the Board at the Annual Meeting after nine years of service.
- In 2024, Tanger delivered a 28% total shareholder return, outperforming retail REITs, the REIT industry, and the broad market.
- The company increased dividends by 12% to $1.085 per share in 2024.
- Net income available to common shareholders was $0.88 per share, or $98.6 million, for 2024.
- Core FFO available to common shareholders was $2.13 per share, or $247 million, for 2024.
- Same Center NOI increased to $333.4 million in 2024 from $317.2 million in 2023.
- Occupancy was 98% for the consolidated portfolio as of December 31, 2024.
- Average tenant sales were $444 per square foot for the total portfolio in 2024, a 1.8% increase.
- Net Debt to Adjusted EBITDAre was 4.8x for the twelve months ended December 31, 2024.
- The company sold 3.4 million shares at a weighted average price of $34.34 per share, generating gross proceeds of $115.9 million in 2024.
- As of December 31, 2024, consolidated outstanding debt was approximately $1.6 billion.
- The company entered into amendments to its unsecured lines of credit, increasing borrowing capacity to $620 million and extending the maturity date to April 12, 2028.
- The Board recommends voting FOR the election of director nominees, ratification of Deloitte & Touche LLP, and approval of executive compensation.
Sentiment
Score: 8
Explanation: The document presents a positive outlook with strong financial performance and strategic initiatives. While risks are acknowledged, the overall tone is optimistic and confident.
Positives
- Strong shareholder return of 28% in 2024.
- Increased dividends by 12%.
- Growth in Core FFO and Same Center NOI.
- High occupancy rate of 98%.
- Improved Net Debt to Adjusted EBITDAre ratio.
- Increased borrowing capacity and extended debt maturity.
- Addition of Sonia Syngal to the Board brings significant retail expertise.
- High approval rate (96.8%) for the 2024 advisory executive compensation say-on-pay vote.
Negatives
- Net income available to common shareholders decreased slightly from $0.92 per share in 2023 to $0.88 per share in 2024.
Risks
- The document references forward-looking statements and lists numerous risks and uncertainties that could affect actual results, including economic conditions, competition, and regulatory changes.
- Risks related to macroeconomic conditions, including rising interest rates and inflation, on tenants and on the business.
- Dependence on rental income from real property and the results of operations of retailers.
- Potential failure to qualify as a Real Estate Investment Trust (REIT).
Future Outlook
The company aims to grow value for stakeholders by enhancing platform capabilities and elevating the shopping experience.
Management Comments
- Tanger is committed to operating with integrity and serving the best interests of its shareholders.
- The Board has continued to deliver value to stakeholders by executing its business strategy, which includes enhancing platform capabilities, elevating the shopping experience at its centers, and broadening its consumer base.
Industry Context
The company operates in the retail REIT sector, focusing on outlet and open-air centers, and competes with other retail-focused REITs for tenants, investors, and talent.
Comparison to Industry Standards
- Tanger's 28% total shareholder return outperformed retail REITs, the REIT industry, and the broad market.
- The company benchmarks its executive compensation against a peer group of retail-focused REITs, including Federal Realty Investment Trust, NNN REIT, Inc., and Kite Realty Group Trust.
- The company's performance is measured against the FTSE NAREIT Retail Index for relative TSR in its performance share plan.
Stakeholder Impact
- Shareholders benefit from increased dividends and strong total shareholder return.
- Retail partners benefit from the company's efforts to enhance platform capabilities and elevate the shopping experience.
- Employee team members benefit from the company's commitment to corporate responsibility and sustainability.
Next Steps
- Shareholders are encouraged to vote on the proposals outlined in the Proxy Statement.
- The company will continue to execute its business strategy to grow value for stakeholders.
- The Board will continue to oversee the company's risk management processes.
- The company will refresh its materiality assessment in alignment with double materiality to evaluate the impact of environmental and social issues on its financial performance in 2025.
Related Party Transactions
- Non-Company LPs, primarily descendants of the founder, received distributions of earnings from the Operating Partnership totaling $5.0 million in 2024.
Key Dates
- May 1993: Tanger became a public company.
- December 31, 2024: End of the fiscal year for performance review.
- March 13, 2025: Record date for shareholders entitled to vote at the Annual Meeting.
- March 28, 2025: Proxy Statement and proxy card first sent or available to shareholders.
- May 9, 2025: Date of the 2025 Annual Meeting of Shareholders.
- November 28, 2025: Deadline for shareholder proposals for inclusion in the 2026 proxy statement.
- January 9, 2026: Earliest date for shareholder nominations for director or other business at the 2026 Annual Meeting.
- February 8, 2026: Latest date for shareholder nominations for director or other business at the 2026 Annual Meeting.
- May 9, 2026: Expected date of the next Say-on-Pay advisory vote.
Keywords
Filings with Classifications
Quarterly Report
- The company has an at-the-market stock offering (ATM Offering) program, which commenced in February 2021, and replaced with a new program in February 2025, under which it may offer and sell its common shares, $0.01 par value per share, having an aggregate gross sales price of up to $400 million.
- As of March 31, 2025, we had approximately $400.0 million of common shares remaining available for sale under the ATM Offering program.
Quarterly Report
- Net income decreased from $23.3 million to $20.0 million due to an impairment charge.
Proxy Statement
- The company's total shareholder return outperformed retail REITs, the REIT industry, and the broad market.
- Core FFO increased to $2.13 per share, or $247 million, in 2024.
- Same Center NOI grew to $333.4 million in 2024.
- Net Debt to Adjusted EBITDAre improved to 4.8x.
8-K Filing
- Tanger Inc. is establishing an at-the-market offering program to issue and sell up to $400 million of its common shares.
- The company may sell shares through sales agents, directly to them as principals, or through forward stock purchase transactions.
- The net proceeds will be used for general corporate purposes, including property development, debt repayment, and working capital.
Annual Results
- During 2024, we sold 3.4 million common shares under our at-the-market stock offering (ATM Offering) program at a weighted average price of $34.34 per share, generating gross proceeds of $115.9 million.
- In addition, we issued 1.9 million forward shares for an estimated gross value of $69.7 million based on the initial forward sale price of $36.40 with respect to each forward sale agreement.
- Shares can be settled at any time over the next 12-15 months, unless otherwise extended.
- As of December 31, 2024, we have a remaining authorization of $34.5 million under the ATM Offering.
Earnings Release
- The company's FFO and Core FFO per share increased compared to the prior year period, indicating improved operating performance.
- The company's occupancy rate increased to 98.0% compared to 97.3% in the prior year, demonstrating strong demand for its properties.
- The company's Same Center NOI increased by 3.0% for the fourth quarter and 5.1% for the full year, indicating improved profitability from its existing properties.
Earnings Release
- During the fourth quarter of 2024, the Company sold 2.6 million common shares under its at-the-market stock offering program (the ATM Offering Program) at a weighted average price of $35.57 per share generating gross proceeds of $90.9 million.
- For the full year period, the Company sold 3.4 million common shares generating $115.9 million.
- Additionally, during the fourth quarter of 2024, the Company entered into forward sale agreements for 1.9 million shares at a weighted average price of $36.40 per share with total gross proceeds of approximately $69.7 million, all of which remain unsettled and can be drawn down over time.
- As of December 31, 2024, the Company had $34.5 million of common shares remaining available for sale under the ATM Offering Program.
Quarterly Report
- Net income decreased by approximately $3 million compared to the same quarter last year, indicating a worse performance than the prior year.
Quarterly Report
- The company issued 818,943 common shares under its at-the-market offering program, generating $25 million in gross proceeds.
- The company has approximately $195.1 million of common shares remaining available for sale under the ATM Offering program.
- In October 2024, the company issued an additional 484,741 common shares under its ATM program at an average price of $33.38 per share, totaling approximately $16.2 million of gross proceeds.
Quarterly Report
- Tanger Outlets Asheville was temporarily closed due to a lack of utilities following Hurricane Helene, causing a delay in operations.
Quarterly Report
- The company increased its full-year 2024 guidance for net income, FFO, and Core FFO per share, indicating better than expected performance.
- The company achieved its 11th consecutive quarter of positive leasing spreads, demonstrating better than expected rental growth.
- Net debt to Adjusted EBITDAre improved to 5.0x, indicating better than expected financial health.
Quarterly Report
- The company sold 0.8 million common shares under its at-the-market stock offering (the ATM Offering) at a weighted average price of $30.53 per share, generating gross proceeds of $25.0 million during the three and nine months ended September 30, 2024.
- In October 2024, the Company sold an additional 0.5 million common shares at a weighted average price of $33.38 per share, totaling approximately $16.2 million of gross proceeds.
- As of October 31, 2024, the Company had $179.0 million of common shares remaining available for sale under the ATM Offering.
Quarterly Report
- The company has an at-the-market stock offering program with approximately $220.1 million of common shares remaining available for sale.
- The company may issue equity from time to time on an opportunistic basis, dependent upon market conditions and available pricing.
Quarterly Report
- The company's results exceeded expectations due to strong leasing activity and positive rent spreads.
- The company's increased full-year guidance indicates management's confidence in continued strong performance.
- The company's same center NOI growth of 8.0% was better than expected.
Quarterly Report
- Net income decreased by $1.6 million compared to the first quarter of 2023, indicating a worse performance than the previous year.
Quarterly Report
- The company has an at-the-market stock offering program with approximately $220.1 million of common shares remaining available for sale.
- The company may issue equity from time to time on an opportunistic basis, dependent upon market conditions and available pricing.
Quarterly Report
- The company raised its full-year 2024 guidance for net income, FFO, and Core FFO per share.
- The company achieved a 5.2% increase in same center net operating income (NOI).
- The company increased its dividend by 5.8% to $1.10 per share annually.
Credit Agreement Amendment
- The increase in borrowing capacity, extended maturity, and improved pricing grid are all better than the previous terms.
Proxy Statement
- The company's 2023 performance highlights include net income available to common shareholders of $0.92 per share, Core FFO of $1.96 per share, and 97.3% occupancy for the consolidated portfolio, all of which are better than the previous year.
Annual Report
- During 2023, the company sold 3.5 million common shares under its at-the-market stock offering (ATM Offering) program at a weighted average price of $25.75 per share, generating gross proceeds of $90.0 million.
- As of December 31, 2023, the company has a remaining authorization of $220.1 million under the ATM Offering.
- The company is a well-known seasoned issuer with a shelf registration statement on Form S-3 that allows it to register unspecified amounts of different classes of securities.
Quarterly Report
- During the fourth quarter of 2023, Tanger sold 3.4 million common shares under its ATM equity offering program at a weighted average price of $25.77 per share, generating gross proceeds of $87.3 million.
- During 2023, the Company sold 3.5 million shares at a weighted average price of $25.75 per share, generating gross proceeds of $90.0 million.
- As of December 31, 2023, the Company has a remaining authorization of $220.1 million under its ATM equity offering program.
Quarterly Report
- The company's net income, FFO, and Core FFO all increased year-over-year, indicating improved financial performance.
- Same center NOI growth of 5.4% for the quarter and 6.2% for the year exceeded expectations.
- The company achieved record leasing activity with over 2.3 million square feet of leases executed in 2023.
- Blended average rental rates increased by 13.3%, demonstrating strong demand for the company's properties.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.