SKT
Tanger INC
NYSE
DEF 14A: Tanger Inc. Seeks Shareholder Approval for Executive Pay and Director Elections at 2024 Annual Meeting
Sentiment:
Proxy Statement
4 April 2024 8:46 AM
Tanger Inc. is soliciting proxies for its upcoming annual shareholder meeting on May 17, 2024, featuring proposals for director elections, ratification of the accounting firm, and executive compensation approval.
Better than expected
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.
Summary
- Tanger Inc. will hold its 2024 Annual Meeting of Shareholders virtually on May 17, 2024.
- Shareholders of record as of March 22, 2024, are entitled to vote on the election of nine director nominees, the ratification of Deloitte & Touche LLP as the company's independent accounting firm, and the advisory vote on executive compensation.
- In 2023, Tanger significantly led the REIT industry in delivering total shareholder returns to investors.
- The Board of Directors recommends voting in favor of all proposals.
- 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.
- Dividends totaled $0.97 per share, a 21% increase over 2022.
- Average tenant sales were $436 per square foot, a decrease of 1.8% compared to 2022.
- The Net Debt to Adjusted EBITDA ratio was 5.7 times, or 5.0 to 5.1 times on a pro forma basis.
- The interest coverage ratio improved to 5.2 times.
- In 2023, Tanger added three new centers to its portfolio: Tanger Outlets Nashville, Asheville Outlets, and Bridge Street Town Centre.
- 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, outstanding debt aggregated approximately $1.4 billion with $89.7 million of floating rate debt.
- The company's ESG reporting is guided by GRI, SASB, and TCFD standards.
- A portion of the 2023 short-term incentive plan for named executive officers was contingent on achieving goals related to emissions reductions and sustainability initiatives.
Sentiment
Score: 8
Explanation: The document presents a positive outlook with strong financial results and strategic growth initiatives. The company's leading shareholder returns and ESG commitments contribute to a favorable sentiment.
Positives
- Tanger Inc. significantly led the REIT industry in delivering total shareholder returns to investors in 2023.
- The company achieved 97.3% occupancy for the consolidated portfolio on December 31, 2023.
- The company paid dividends totaling $0.97 per share in 2023, a 21% increase over 2022.
- The interest coverage ratio improved to 5.2 times in 2023.
- Fitch Ratings assigned a first-time BBB long-term issuer default rating to the Company and the Operating Partnership in May 2023.
- The company's ESG reporting is guided by GRI, SASB, and TCFD standards.
Negatives
- Average tenant sales decreased by 1.8% to $436 per square foot for the total portfolio in 2023 compared to 2022.
- The Net Debt to Adjusted EBITDA ratio increased to 5.7 times for the year ended December 31, 2023, compared to 4.9 times for the year ended December 31, 2022.
- The occupancy cost ratio increased to 9.3% for the year ended December 31, 2023, compared to 8.6% for the year ended December 31, 2022.
Risks
- The document mentions risks related to pandemics, supply chain and labor issues, and rising interest rates on the company's business, financial results, and financial condition.
- The company's ability to raise additional capital, including via future issuances of equity and debt, is a risk factor.
- The outlook for the retail environment, potential bankruptcies, and other store closings are risks.
- Consumer shopping trends and preferences could impact the company's performance.
- The outcome of legal proceedings arising in the normal course of business is a risk factor.
- Real estate joint ventures pose potential risks.
Future Outlook
The document contains forward-looking statements regarding future plans, strategies, beliefs, and expectations, including those related to pandemics, supply chain and labor issues, rising interest rates, ability to raise capital, results of operations, capital expenditure, working capital needs, repurchase of common shares, future dividend payments, interest rates, asset impairments, development initiatives, strategic partnerships, compliance with debt covenants, renewal and re-lease of leased space, the outlook for the retail environment, potential bankruptcies, consumer shopping trends, outcome of legal proceedings, and real estate joint ventures.
Management Comments
- Stephen Yalof assumed the role of Chief Executive Officer of Tanger in 2021, there has been tremendous and sustained growth, as evidenced by our leading 3-year and 1-year performance among REIT industry stocks.
- Under their leadership, there has been a revitalization of our shopping centers and employee base, positioning the organization for ongoing value creation.
- This will further align the company to fulfill its vision of leveraging customer insights and experiences to inform the future of shopping.
Industry Context
Tanger operates in the retail REIT sector, specifically focusing on outlet and open-air centers. The company competes with other retail REITs for tenants, investors, and talent. The document highlights Tanger's leading total shareholder return compared to the retail REIT index, indicating a strong relative performance within the industry.
Comparison to Industry Standards
- The document compares Tanger's performance to the Dow Jones U.S. Real Estate Retail Index, Dow Jones Equity ALL REIT Index, and S&P 500 indices.
- Tanger's peer group includes Regency Centers Corporation, Federal Realty Investment Trust, NNN REIT, Inc, Kite Realty Group Trust, Phillips Edison & Company, Inc., SITE Centers Corp., Four Corners Property Trust, Inc., Urban Edge Properties, Retail Opportunity Investments Corp., InvenTrust Properties Corp., Acadia Realty Trust, and Saul Centers, Inc.
- The document notes that Tanger is the only public REIT focused predominantly on outlet centers, requiring unique skill sets and relationships.
Stakeholder Impact
- The company's performance directly impacts shareholders through stock value and dividend payments.
- Employees are affected by compensation plans and overall company success.
- Retail partners benefit from the company's ability to attract shoppers and maintain high occupancy rates.
- Communities benefit from the company's philanthropic and sustainable commitments.
Next Steps
- Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
- The company will hold its Annual Meeting of Shareholders on May 17, 2024.
- The Board of Directors and the Compensation and Human Capital Committee will review the voting results in connection with their ongoing evaluation of the Company’s compensation program.
Related Party Transactions
- As of December 31, 2023, the Company and its wholly owned subsidiaries owned 108,793,251 Units and other limited partners (the 'Non-Company LPs') collectively owned 4,707,958 Class A common limited partnership units.
- Most of the Non-Company LPs are the descendants of Stanley K. Tanger, the Companys founder (including Steven B. Tanger, the Company's Non-Executive Chairman), their spouses or former spouses or their children and/or trusts for their benefit.
- For the year ended December 31, 2023, the Non-Company LPs received distributions of earnings from the Operating Partnership totaling $4.8 million.
Key Dates
- 1993: Tanger became a public company in May.
- 2009-01-01: Steven B. Tanger became President and Chief Executive Officer.
- 2016-05-20: Thomas J. Reddin became Non-Executive Chair of the Board.
- 2019-05-17: David B. Henry became Non-Executive Chair of the Board.
- 2020-04-10: Stephen J. Yalof entered into an employment agreement with Tanger.
- 2020-07-20: Stephen J. Yalof was appointed to the Board.
- 2021-01-01: Steven B. Tanger transitioned to Executive Chair of the Board and Stephen J. Yalof assumed the role of Chief Executive Officer.
- 2021-03-31: Tanger Inc. Executive Severance Plan was adopted.
- 2023-05: Fitch Ratings assigned a first-time BBB long-term issuer default rating to Tanger Inc.
- 2023-07-01: Bridget Ryan-Berman was appointed Lead Independent Director.
- 2023-09-28: Letter Agreement between Mr. Tanger and the Company.
- 2023-10-24: Tanger Inc. Policy for Recovery of Erroneous Awarded Compensation, effective.
- 2023-12-31: Steven B. Tanger transitioned to Non-Executive Chair of the Board.
- 2024-02-01: Commencement date of forward-starting swaps.
- 2024-02-09: Andrew R. Wingrove separated from the Company.
- 2024-03-22: Record date for the Annual Meeting of Shareholders.
- 2024-04-04: Anticipated date of sending proxy materials to shareholders.
- 2024-05-17: Date of the Annual Meeting of Shareholders.
Keywords
shareholder, executive compensation, REIT, dividends, occupancy, EBITDA, ESG, directors, proxy, Tanger
SKT
Tanger INC
NYSE
Sector: Real Estate
Filings with Classifications
Capital raise
2 May 2025 9:08 AM
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.
Worse than expected
2 May 2025 9:08 AM
Quarterly Report
- Net income decreased from $23.3 million to $20.0 million due to an impairment charge.
Better than expected
28 March 2025 8:46 AM
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.
Capital raise
24 February 2025 4:05 PM
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.
Capital raise
21 February 2025 4:25 PM
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.
Capital raise
19 February 2025 4:06 PM
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.
Better than expected
19 February 2025 4:06 PM
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.
Worse than expected
7 November 2024 4:14 PM
Quarterly Report
- Net income decreased by approximately $3 million compared to the same quarter last year, indicating a worse performance than the prior year.
Capital raise
7 November 2024 4:14 PM
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.
Better than expected
6 November 2024 4:08 PM
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.
Delay expected
6 November 2024 4:08 PM
Quarterly Report
- Tanger Outlets Asheville was temporarily closed due to a lack of utilities following Hurricane Helene, causing a delay in operations.
Capital raise
6 November 2024 4:08 PM
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.
Capital raise
5 August 2024 8:02 AM
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.
Better than expected
1 August 2024 4:06 PM
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.
Worse than expected
1 May 2024 4:55 PM
Quarterly Report
- Net income decreased by $1.6 million compared to the first quarter of 2023, indicating a worse performance than the previous year.
Capital raise
1 May 2024 4:55 PM
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.
Better than expected
30 April 2024 4:07 PM
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.
Better than expected
15 April 2024 9:21 AM
Credit Agreement Amendment
- The increase in borrowing capacity, extended maturity, and improved pricing grid are all better than the previous terms.
Better than expected
4 April 2024 8:46 AM
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.
Capital raise
21 February 2024 4:08 PM
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.
Capital raise
15 February 2024 4:07 PM
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.
Better than expected
15 February 2024 4:07 PM
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.