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Item 5. Market for Registrant’s Common Equity

2022-02-22 compared with 2021-02-23 · 22 added, 103 removed, 43 unchanged (74% of the section changed)

6 unchanged sentences

Share Repurchases

In May 2017, we announced that our Board of Directors authorized the repurchase of up to $125 million of our outstanding common shares as market conditions warrant over a period commencing on May 19, 2017 and expiring on May 18, 2019.

In February 2019, the Company’s Board of Directors authorized the repurchase of an additional $44.3 million of our outstanding common shares for an aggregate authorization of $169.3 million until May 2021.

Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated stock repurchase transactions), or other methods of acquiring shares.

In May 2021, the Company’s Board of Directors authorized the repurchase of up to $80.0 million of the Company’s outstanding shares through May 31, 2023.

This authorization replaced a previous repurchase authorization for approximately $80.0 million that expired in May 2021.

In June 2020, we amended our debt agreements primarily to improve future covenant flexibility and such amendments included a prohibition on share repurchases for twelve months starting July 1, 2020 (the “Repurchase Covenant”).

The Company temporarily suspended share repurchases for at least the twelve months starting July 1, 2020 and ending on June 30, 2021 in light of the Repurchase Covenant.

On July 1, 2021, the Repurchase Covenant expired.

Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares.

The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18.

The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization.

The Company has temporarily suspended share repurchases for at least the twelve months starting July 1, 2020 as the June 2020 amendments to our debt agreements for our lines of credit and bank term loan prohibit share repurchases during such time and in order to preserve our liquidity position.

The Company did not repurchase any shares subsequent to the authorization of the repurchase plan.

The remaining amount authorized to be repurchased under the program as of December 31, 2021 was approximately $80.0 million.

The following table summarizes our common share repurchases for the fiscal quarter ended December 31, 2021:

5 unchanged sentences

Total — $ — — $ 80.0

For certain restricted common shares that vested during the three months ended December 31, 2021, we withheld shares with value equivalent up to the employees' obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities.

The total number of shares withheld upon vesting was approximately 18,560 for the three months ended December 31, 2021.

The Company operates in a manner intended to enable it to qualify as a REIT under the Internal Revenue Code.

3 unchanged sentences

Given the uncertainty related to the pandemic’s near and potential long-term impact, in May 2020 the Company’s Board of Directors temporarily suspended dividend distributions to conserve approximately $35.0 million in cash per quarter and preserve our balance sheet strength and flexibility.

On January 14, 2021, the Board reinstated dividend distributions and declared a dividend of $0.1775 per share paid in February 2021.

Beginning in January 2021, the Board reinstated dividend distributions and paid dividends on a quarterly basis for the year ended December 31, 2021.

On January 13, 2022, the Board declared a dividend of $0.1825 per share paid in February 2022.

The Board continues to evaluate the potential for future dividend distributions on a quarterly basis.

6 unchanged sentences

equity REITs and an index of U.S.

retail REITs, both prepared by SNL Financial.

retail REITs, both prepared by S&P Global Market Intelligence.

Equity REITs are defined as those that derive more than 75% of their income from equity investments in real estate assets.

The SNL Retail index includes all publicly traded retail REITs (including malls, shopping centers and other retail REITs) listed on the New York Stock Exchange, NYSE MKT, NASDAQ National Market System or the OTC Market Group.

The Dow Jones U.S.

Real Estate Retail index is designed to track the performance of real estate investment trusts (REIT) and other companies that invest directly or indirectly in real estate through development, management, or ownership, including property agencies.

All share price performance assumes an initial investment of $100 at the beginning of the period and assumes the reinvestment of dividends.

3 unchanged sentences

100.00 77.70 62.95 49.52 36.01 72.60

SNL US REIT Equity 100.00 108.88 118.00 112.46 144.54 137.09

SNL US REIT Retail 100.00 101.02 95.99 89.85 93.88 69.40

Dow Jones Equity All REIT Index (1)

100.00 108.69 104.23 134.18 127.76 180.39

Dow Jones U.S.

Real Estate Retail Index (1)

100.00 93.74 84.51 89.40 57.02 89.37

(1) In the 2020, we were using the SNL US REIT Equity and SNL US REIT Retail indexes, These indexes were retired in August 2021 and we now are using comparable replacement indexes.

Tanger Properties Limited Partnership Market Information

There is no established public trading market for the Operating Partnership's common units.

As of December 31, 2020, the Company's wholly-owned subsidiaries, Tanger GP Trust and Tanger LP Trust, owned 93,569,801 units of the Operating Partnership and the Non-Company LPs owned 4,794,643 units.

As of December 31, 2021, the Company and its wholly-owned subsidiary, Tanger LP Trust, owned 104,084,734 units of the Operating Partnership and the Non-Company LPs owned 4,761,559 units.

We made distributions per common unit during 2021 as follows:

4 unchanged sentences

Distributions per unit $ 0.7150

(1) Given the uncertainty related to the pandemic’s near and potential long-term impact, in May 2020 the Company’s Board of Directors temporarily suspended dividend distributions to conserve approximately $35.0 million in cash per quarter and preserve our balance sheet strength and flexibility.

On January 14, 2021, the Board reinstated dividends and declared a dividend of $0.1775 per share paid in February 2021.

The Board continues to evaluate the potential for future dividend distributions on a quarterly basis.

We were in compliance with REIT taxable income distribution requirements for the 2020 tax year.

SELECTED FINANCIAL DATA (TANGER FACTORY OUTLET CENTERS, INC.)

The following data should be read in conjunction with our consolidated financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Annual Report on Form 10-K:

2020 2019 2018 2017 2016

(in thousands, except per share and outlet center data)

OPERATING DATA

Total revenues (1)(3)

$ 389,991 $ 478,348 $ 494,681 $ 488,234 $ 465,834

Net income (loss) (1)(2)(3)(4)(5)(6)(7)

(38,013) 92,728 45,563 71,876 204,329

Net income (loss) available to common

shareholders (1)(2)(3)(4)(5)(6)(7)

(36,970) 86,519 42,444 66,793 191,818

Net income (loss) available to common

shareholders (1)(2)(3)(4)(5)(6)(7)

$ (0.40) $ 0.93 $ 0.45 $ 0.71 $ 2.02

Weighted average common shares 92,618 92,808 93,309 94,506 95,102

Net income (loss) available to common

shareholders (1)(2)(3)(4)(5)(6)(7)

$ (0.40) $ 0.93 $ 0.45 $ 0.71 $ 2.01

Weighted average common shares 92,618 92,808 93,310 94,522 95,345

Common dividends $ 0.7125 $ 1.4150 $ 1.3925 $ 1.3525 $ 1.2600

BALANCE SHEET DATA

Real estate assets, before depreciation $ 2,793,372 $ 2,896,894 $ 3,046,179 $ 3,088,470 $ 2,965,907

Total assets 2,189,531 2,285,211 2,384,902 2,540,105 2,526,214

Debt 1,567,886 1,569,773 1,712,918 1,763,651 1,687,866

Total equity 358,883 456,109 505,535 612,302 705,441

CASH FLOW DATA

Cash flows provided by (used in):

Operating activities $ 164,747 $ 220,452 $ 258,318 $ 253,159 $ 239,316

Investing activities (18,771) 99,289 (40,023) (117,545) (45,501)

Financing activities (77,593) (312,133) (215,203) (141,679) (203,467)

Square feet open:

Consolidated 11,873 12,048 12,923 12,930 12,710

Partially-owned (unconsolidated) 2,212 2,212 2,371 2,370 2,348

Number of outlet centers:

Consolidated 31 32 36 36 36

Partially-owned (unconsolidated) 7 7 8 8 8

(1) For the year ended December 31, 2020, we had significant revenue reductions caused by the COVID-19 pandemic.

(2) For the year ended December 31, 2020, net loss includes a $2.3 million gain recorded on the sale of our Terrell, Texas outlet center in August 2020 and impairments charges of $67.2 million on the outlet center in Mashantucket, Connecticut, and our Jeffersonville, Ohio outlet center.

Also includes our share of an impairment charge totaling $3.1 million related to the Saint-Sauveur, Quebec outlet center in our Canadian joint venture.

(3) For the year ended December 31, 2019, in connection with the adoption of ASC 842 on January 1, 2019, rental revenues is presented net of uncollectible tenant revenues and includes a straight-line rent adjustment of $6.4 million to record contractual payments received as consideration from certain executory costs on a straight-line basis.

(4) For the year ended December 31, 2019, net income includes a $43.4 million gain recorded on the sale of our Nags Head, Ocean City, Park City, and Williamsburg outlet centers in March 2019 and a $37.6 million impairment charge related to our Jeffersonville, Ohio outlet center.

In addition, due to the adoption of ASC 842 $4.9 million of indirect internal leasing costs previously capitalized were expensed as general and administrative expenses.

(5) For the year ended December 31, 2018, net income includes a $49.7 million impairment charge related to our Jeffersonville, Ohio outlet center and a $7.2 million impairment charge associated with our RioCan Canada unconsolidated joint ventures.

(6) For the year ended December 31, 2017, net income includes a $6.9 million gain on the sale of our outlet center in Westbrook, Connecticut, a $35.6 million loss on early extinguishment of debt related to the early redemption of senior notes due 2020 and a $9.0 million impairment charge associated with our RioCan Canada unconsolidated joint ventures.

(7) For the year ended December 31, 2016, net income includes gains of approximately $95.5 million related to the acquisitions of our other venture partners' equity interests in the Westgate and Savannah joint ventures, and $6.3 million in gains on the sales of our Fort Myers, Florida outlet center and an outparcel at our Hwy 501 outlet center in Myrtle Beach, South Carolina.

SELECTED FINANCIAL DATA (TANGER PROPERTIES LIMITED PARTNERSHIP)

2020 2019 2018 2017 2016

(in thousands, except per unit and outlet center data)

OPERATING DATA

Total revenues (1)(3)

$ 389,991 $ 478,348 $ 494,681 $ 488,234 $ 465,834

Net income (loss) (1)(2)(3)(4)(5)(6)(7)

(38,013) 92,728 45,563 71,876 204,329

Net income (loss) available to common unitholders (1)(2)(3)(4)(5)(6)(7)

(38,895) 91,197 44,773 70,402 202,103

Net income (loss) available to common unitholders (1)(2)(3)(4)(5)(6)(7)

$ (0.40) $ 0.93 $ 0.45 $ 0.71 $ 2.02

Weighted average common units 97,521 97,766 98,302 99,533 100,155

Net income (loss) available to common unitholders (1)(2)(3)(4)(5)(6)(7)

$ (0.40) $ 0.93 $ 0.45 $ 0.71 $ 2.01

Weighted average common units 97,521 97,766 98,303 99,549 100,398

Common distributions

$ 0.7125 $ 1.4150 $ 1.3925 $ 1.3525 $ 1.2600

BALANCE SHEET DATA

Real estate assets, before depreciation $ 2,793,372 $ 2,896,894 $ 3,046,179 $ 3,088,470 $ 2,965,907

Total assets 2,188,967 2,284,814 2,384,540 2,539,434 2,525,687

Debt 1,567,886 1,569,773 1,712,918 1,763,651 1,687,866

Total equity 358,883 456,109 505,535 612,302 705,441

CASH FLOW DATA

Cash flows provided by (used in):

Operating activities $ 164,818 $ 220,391 $ 258,277 $ 253,131 $ 239,299

Investing activities (18,771) 99,289 (40,023) (117,545) (45,501)

Financing activities (77,593) (312,133) (215,203) (141,679) (203,467)

Consolidated 11,873 12,048 12,923 12,930 12,710

Partially-owned (unconsolidated) 2,212 2,212 2,371 2,370 2,348

Number of outlet centers:

Consolidated 31 32 36 36 36

Partially-owned (unconsolidated) 7 7 8 8 8

(1) For the year ended December 31, 2020, we had significant revenue reductions caused by the COVID-19 pandemic.

Also includes our share of an impairment charge totaling $3.1 million related to the Saint-Sauveur, Quebec outlet center in our Canadian joint venture.

In addition, due to the adoption of ASC 842 $4.9 million of indirect internal leasing costs previously capitalized were expensed as general and administrative expenses.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity