Arena REIT (ARF) Earnings Call Transcript & Summary

Good morning on behalf of the Board of Directors, it is my pleasure to welcome you all to the General Meetings of Security Holders in the Arena REIT #1, and Arena REIT #2, which together are the trusts and the Annual General Meeting of Shareholders in Arena REIT Limited, which is the company -- which together constitute Arena REIT's 2023 Annual General Meeting. My name is David Ross, and I'm the Chair -- Independent Chair of the Board of Directors of Arena REIT Limited and the Board of Directors of Arena REIT Management Limited, the responsible entity of the trusts, and I have been appointed as the Chair of today's meeting. We acknowledge the traditional custodians of the various lands on which we meet today and recognize their ongoing connection to land, waters, and community. The time is now 10 a.m., and a quorum is present, so I therefore declare the meeting open. Attending the meeting today are the other members of your Board of Directors, Rob de Vos, our Managing Director; Gareth Winter, our CFO and Company Secretary and an Executive Director of Arena REIT Management Limited; Rosemary Hartnett, the Independent Non-Executive Director; Helen Thornton, Independent Non-Executive Director; and Dennis Wildenburg, also Independent Non-Executive Director. Also with us today are members of the Arena REIT management team, [ Jamie Wills ], partner; and Will Drummond, Audit Director, representing PwC, Arena's auditor; John Hutchinson, and Vanessa Murphy, representing Hall & Wilcox, Arena's Corporate Legal Adviser; and Geoff Noonan, the Returning Officer of BoardRoom Limited. The agenda for today's meeting includes instructions for a hybrid meeting, a brief presentation from me, followed by a presentation from Arena's Managing Director, Rob de Vos, on the operating performance of Arena in the '23 financial year and the outlook for the '24 financial year. We will then move to general questions followed by the formal business of the meeting, being consideration of and voting on 7 resolutions. Today's meeting is being held as a hybrid meeting, which allows security holders, proxies, and guests to attend the meeting either in person or online. Security holders or proxy holders attending the meeting in person and holding yellow cards are permitted to vote and ask questions at this meeting. Security holders holding orange cards are permitted to ask questions but not to vote. Holders of white cards are not permitted to vote or ask questions at this meeting. [Operator Instructions] Voting today will be conducted by a way of a poll on all items of business. In order to provide you with enough time to vote, I will shortly open voting for all resolutions. At that time, if you are eligible to vote at this meeting and are participating in the meeting online, a voting tab will appear on the screen. Selecting this tab will bring up a list of resolutions and present you with voting options. To cast your vote, simply select one of the options. Your vote is automatically recorded. There is no need to press a submit or enter button. To change your vote, simply select another option or press cancel, if you wish to cancel your vote. You have the ability to change the direction of your vote up until the time I declare voting closed. I now declare the online voting open on all items of business. The voting table will soon appear. Please submit your votes at any time. I will give you a warning before I move to close voting. I'll now move to the financial year 2023 highlights. Financial year 2023 was characterized by a rapidly changing external economic environment arising from inflationary pressures, rapidly interest rate increases, cost and wages, pressures, and labor shortages. In response to this new environment, the Arena REIT team has maintained discipline across our capital leasing and portfolio management strategies and successfully managed operating costs while delivering on our investment objective. Arena has produced earnings and distribution growth successfully delivered acquisitions and development completions, replenish the development pipeline, maintain the portfolio's long WALE and made material progress on our sustainability objectives during the reporting period. These positive outcomes are a result of the quality of Arena's property portfolio, the proactive approach of Arena's management team, and the strong macroeconomic themes that support investment in social infrastructure property. It is also an endorsement of Arena's discipline strategy and ability to deliver on our investment objective. Arena's statutory net profit for the year was $74 million, representing a decrease of 78%, primarily due to a lower revaluation gain on investment properties and derivatives compared to the prior period. Underlying net operating profit increased by 6% to $60 million due to higher operating income from contracted annual rental growth and positive market rent review outcomes, acquisitions and development completions. The result represents earnings per security of $0.171, an increase of 5% on the prior year. Arena has paid a full year distribution per security of $0.168 an increase of also 5% on the prior year. Arena's total assets increased by 3% to $1.57 billion, as a result of acquisitions, development capital expenditure and the positive revaluation of the portfolio. The portfolio revaluation uplift was the primary contributor to the 1% increase in net asset value per security to $3.42 at 30 June 2023. Arena continues to operate well within its banking covenant requirements. We have expanded our liquidity while maintaining hedging discipline and capacity to pursue investments consistent with strategy. Arena's investment proposition and partnership approach are integral to building better communities together. We remain well positioned to navigate ongoing and emerging economic and investment challenges and to explore and consider new opportunities that are consistent with Arena's investment objective of generating an attractive and predictable distribution to investors with earnings growth prospects over the medium to long term. I am pleased to advise that we are forecasting the EPS growth for FY '24 and reaffirmed distribution guidance for FY '24 of $0.174 per security, representing 3.6% growth over FY 2023. Sustainability is integral to Arena's investment approach and best positions Arena to achieve positive long-term investment and community outcomes. Arena's portfolio facilitates access to essential community services with positive social impact. Early learning centers provide early childhood education and care which improved lifelong learning prospects of Australian children and allows parents and carers the opportunity to remain in join or rejoin the workforce. Medical centers provide local community-based primary health care services and specialist disability accommodation is designed to provide a better quality of life for residents with high physical support needs. We continue to make material progress on our sustainability goals during the reporting period. We recently issued Arena's 2023 sustainability report, which provides detail on our commitment strategies that address sustainability challenges faced by Arena and Arena stakeholders and identifies opportunities to progress positive changes, including goals for ongoing action and future reporting. Please refer to our FY 2023 sustainability report for more detailed information. On to remuneration. We remain focused on the development and engagement of our team and maintaining remuneration structures that clearly link and equitably reward, retain and incentivize the achievement and performance based outcomes and behaviors that reflect our purpose, values, and stakeholder expectations. There were no changes to the remuneration framework in FY 2023. Following Arena's entry into the ASX200 A-REIT Index in financial year 2022, the relative TSR comparative group for the FY 2023 LTI grant was changed to members of the ASX200 A-REIT Index on the first of July 2022. It was previously the ASX300 A-REITs. Executive KMP were awarded 75% of their target short-term incentive, which reflects the delivery of 5% target distribution growth for security in financial year 2023 and the performance in respect of nonfinancial objectives demonstrated through operational outcomes and advancement of Arena's sustainability program. The FY 2021 long-term incentive was tested as at June 30, 2023, and fully vested because Arena's FY 2023 DIS of $0.171 per security representing a 5% compound annual growth rate over the 3-year performance period exceeded the high hurdle of $0.169 for security, which is based upon a target of 5.1% compound annual growth. And the second measure, Arena's total shareholder return of 82%, equivalent to a 22% compound annual growth rate for the 3-year period ended June 2023 ranked first among the comparator group that comprised A-REITs, including Arena in the ASX300 REIT index at July 1, 2020. We recognize it is important for KMP to be aligned with security holders, not just through the remuneration framework, but also by maintaining a minimum security holder interest. In recognition of this, Arena's minimum security holder requirement for executive KMP is set at 100% of their fixed remuneration, which is required to be accumulated over a maximum period of 4 years. The minimum security holding requirement for non-executive directors is set at 100% of the Board base fee, which is required to be accumulated over a maximum period of 3 years. All KMP are compliant with our minimum security holding requirement. There are no changes to the remuneration framework proposed for this financial year 2024. Our focus in financial year 2024 as being ready for new growth opportunities as they arise, executing on our well-defined strategy and delivering on our purpose of better communities together. Your Board, Arena is strongly committed to diversity among both team members and the Board. We believe that a diverse set of team members reflects the communities in which we all live, makes us a better company and ensures that a range of different perspectives can be brought to the table when considering issues. It assists with team retention and engagement and helps us meet our stakeholders' expectations regarding key attributes of a sustainable company. Arena welcomed Helen Thornton as an independent nonexecutive director during the period. Helen's depth of experience across audit, finance, governance, property and risk management complement the Board's existing mix of skills and experience. Welcome, Helen. As foreshadowed at Arena's 2022 Annual General Meeting, Dr. Simon Parsons retired as a director of Arena in June 2023. On behalf of the Arena Board, we would like to thank Simon for his substantial contribution to Arena since its ASX listing. Simon was a valuable member of the Board and its Committees, retiring after 11 years of service. The changes undertaken during financial year 2023 marked the commencement of the renewal and succession planning of your Board and demonstrates our commitment to fostering diversity innovation and sustained excellence in governance. During FY 2023, Arena met its target to achieve that gender balance for the Arena REIT Limited Board and maintain gender balance for senior executives using the 40-40-20 model. Your Board has a deliberate and forward-looking approach to ongoing Board renewal. We expect this approach to mitigate governance risks while supporting Arena's resilience in the evolving corporate and economic landscape. Our proactive approach intends to deliver skills, experiences and perspectives to complement Arena's newer Board members and best position Arena for future success. Before handing over to Arena's Managing Director, Rob de Vos, I would like to take the opportunity on behalf of the Board and the management team to thank our investors, tenants, and business partners for their ongoing support. On behalf of the Board, I would also like to acknowledge and express our appreciation to the management team. And we're here today for their ongoing commitment and contribution to the performance of Arena REIT. Thank you.

Thank you, David. I'd also like to acknowledge the Traditional Custodians of the various lands on which we meet and recognize their ongoing connection to land, waters and community and to offer a very warm welcome to everyone to Arena REIT's 2023 Annual General Meeting. Financial year '23 marked Arena's tenth year as an ASX-listed business and over 20 years as trusts exclusively investing in social infrastructure property. Over the last 2 decades, the business has developed, owned, and managed a leading portfolio of social infrastructure property, providing positive investment returns to our security holders and delivering positive social impacts to the many Australian communities in which we invest. Whilst we've seen a new investing environment emerge over the last 12 months, characterized by higher inflation and higher interest rates, Arena's performance for financial year 2023 was again ultimately underpinned by the growing community demand for the essential community services that we accommodate. Demand for these services combined with ongoing disciplined capital asset and interest rate management has provided for overall positive outcomes across the portfolio and for the communities in which we invest. During the year, we achieved strong rental growth across the portfolio with like-for-like annual rent income increases of 6.8%. We maintained our sector-leading long contracted lease duration of just under 20 years. Successfully divested 2 health care properties at an average yield of 4.4% and reinvested those proceeds back into our development pipeline. We maintained a stable net asset value per security as an increase in the portfolio capitalization rate was offset by passing and market rent increases. We've worked in partnership with our tenants to further progress our solar renewable energy programs and now have over 83% of the portfolio using solar renewable energy. We've had success in executing on our investment and development activities, including acquiring 2 operating Early Learning Center properties at an average net initial yield of 6% on total cost, completing 10 Early Learning Center developments had an average net initial yield on total cost of 5.8%, and replenishing our development pipeline with 9 new projects to take a development pipeline, I should say, to 16 Early Learning Center projects that will support future earnings growth. Arena's management team has specialist asset management and development expertise with a strong track record that includes the successful delivery of 70 development projects for our tenant partners over the past 10 years. At the core of what we do and how we do it, are our purpose and values. And we continue to differentiate Arena's brand in the marketplace through a partnership approach working collaboratively with our tenant partners and other stakeholders to achieve better communities together. We're confident in Arena's strategy, the strength of our team, the portfolio and the important contribution the services we accommodate make to improving community outcomes. As at June 2023, Arena's portfolio consisted of 272 social infrastructure properties occupying over 73 hectares of land. Asset revaluations during the period provided for portfolio valuation of $1.52 billion, representing an increase of 1% from the prior year. Geographically, we have over 80% of the portfolio located in the high population Eastern Seaboard states, and we continue to improve our spread of tenant partnerships. Strong macroeconomic drivers continue to support the Australian childcare sector. Rising female workforce participation continues to drive demand for child care services and long day care participation rates over the medium to long term. From July 2023, Australian families have benefited from improved affordability measures introduced by the federal government, including increasing the maximum child care subsidy rate to 90% for the first child in care, retaining the childcare subsidy rate at a maximum of 95% for subsequent children in care, and increasing the child care subsidy for every family earning less than $530,000 in annual household income with one child in care. These measures have been designed to improve lifelong learning prospects for Australian children. Increased workforce participation, improved gender equality, including women's financial security, and stimulate economic activity over the medium to long term. Strong structural macroeconomic drivers also continue to support Australian healthcare accommodation, including a growing and aging population and sadly, an increased prevalence of chronic health diseases. Healthcare properties remain strongly sought after with ongoing domestic and international investor interest in Australian healthcare property and increasing interest in social infrastructure property more generally. Arena remains well positioned to navigate ongoing and emerging economic challenges. And today, we are reaffirming distribution guidance for financial year 2024 of $0.174 per security representing an increase of 3.6% on financial year 2023. Our portfolio of social infrastructure properties facilitates access to essential community services that provide for us positive social impact. Strong macroeconomic themes underpin the value proposition of Arena's portfolio, which provides long-term income predictability with inflation protection. Our ongoing disciplined approach to investment and capital management has positioned the business well to consider and act upon new opportunities that may arise in a changing investment environment, which are consistent with our purpose and strategy and will deliver on our investment objective. On behalf of Arena's management team, we look forward to continuing to work hard with and for our stakeholders to achieve positive investment outcomes for our security holders that will in turn provide positive outcomes for the many Australian communities in which we invest. In closing, I would like to thank our Board members and the Arena management team our contractors, service providers and tenant partners for their dedication and hard work through financial year 2023 and thank you, our security holders, for your ongoing support and interest in Arena REIT. I'll now hand the meeting back to our Chair.

Thank you, Rob. I now ask if there are any general questions in relation to Arena REIT, including in relation to the financial report, the director's report and the auditor's report for the financial year ended 30 June 2023 as contained in the 2023 annual report. I note that there will also be an opportunity to ask specific questions related to the formal business of the meeting as each resolution is proposed. Are there any questions in the room of a general nature? Any questions online? Okay. If we don't have any general questions, we'll move to the formal business of the meeting. The first item of business is to receive and consider the financial report, the director's report and the auditor's report, each for the financial year ended 30 June 2023. This item of business does not require a vote. However, the reports are open for discussion. If any security holder attending in person has questions or comments relating to this item, please raise your hand. If any security holder attending online has questions or comments relating to this item and has not already done so, please submit your question now. Do we have any questions in the room? Any online? There are no questions. As this matter does not require a vote, we will move to the remaining items of business which include: firstly, to consider 3 resolutions for the company, being an advisory resolution to adopt the remuneration report and ordinary resolutions to elect Helen Thornton and to reelect myself, David Ross as directors. And then secondly, to consider 4 resolutions as separate ordinary resolutions of the company and each of the trusts to grant deferred short-term incentive rights and long-term incentive rights -- performance rights to Mr. de Vos and Mr. Winter. Resolution 1 is an ordinary resolution. Resolutions 2 to 7 are -- as Resolution 1 is an advisory resolution, Resolutions 2 to 7 are ordinary resolutions, which will be passed if 50% or more of the votes cast by security holders present, in person, online, or by proxy and eligible to vote are cast in favor of the resolution. Information in relation to the resolutions is included in the explanatory memorandum, which form part of the notice of meeting. As security holders have already received a copy of the notice of meeting and explanatory memorandum, I propose to take each of the resolutions as read. We will now proceed to the resolutions, each of which will be displayed on the screen along with the details of the proxy votes received. Following the opportunity for security holders to ask questions relevant to the resolution we will then proceed to a poll on each resolution. All undirected votes for which the Chair of the meeting holds a valid proxy will be cast in favor of each resolution. Resolution #1, non-binding advisory vote on the remuneration report. Resolution 1 and the proxy votes received in relation to this resolution are displayed on the screen. If any security holder attending in person has questions or comments relating to this resolution, please raise your hand. If any security holder attending online has questions or comments relating to this question and has not already done so, please submit your question now. Do we have any questions in the room? Any questions online? Okay. There are no questions, so I'll move to the next resolution. Resolution 2, the election of Ms. Helen Thornton as a Director of the company. Resolution 2 and the proxy votes received in relation to this resolution are displayed on the screen. If any security holder attending in person has questions or comments relating to this resolution, please raise your hand. If any security holder attending online has questions or comments relating to this resolution and has not already done so, please submit your question now. Do we have any questions in the room? No. Do we have any questions online? No. I will then move to the next resolution. I will call on Rosemary Hartnett who chairs our Culture and Remuneration Committee to take the chair and to call a motion in relation to my reelection.

Thank you, David. Hi, everybody. Resolution 3 and the proxy votes received in relation to this resolution are displayed on the screen. If any security holder attending in person has questions or comments relating to this resolution, please raise your hand. If any security holder attending online has questions or comments relating to this resolution and has not already done so, please submit your questions now. Do we have any questions in the room? No. Do we have any questions online? No. So as we have no questions, I will hand back to David. Thank you very much.

Thank you, Rosemary, and thank you to security holders for your support. Resolution for the Grant of Deferred STI Rights to Rob de Vos. Resolution 4 and the proxy votes received in relation to this resolution are displayed on the screen. If any security holder attending in person has questions or comments relating to this resolution, please raise your hand. If any security holder attending online has questions or comments relating to this resolution that has not already done so, please submit your questions now. Do you have any questions in the room? Any questions online? If not, I will now move to the next resolution. Resolution 5, which is the Grant of LTI Performance Rights to Mr. Rob De Vos. Resolution 5 and the proxy votes received in relation to this resolution are displayed on the screen. If any security holder attending in person has questions or comments relating to this resolution, please raise your hand. If any security holder attending online has questions or comments relating to this resolution and has not already done so, please submit your question now. Any questions in the room? Any questions online? If we have no questions, I'll move to Resolution 6, which is the Grant of Deferred STI Rights to Mr. Gareth Winter. Resolution 6 and the proxy votes received in relation to this resolution are displayed on the screen. If any security holder attending in person has questions or comments relating to this resolution, please raise your hand, if any security holder attending online has questions or comments relating to this resolution and has not already done so, please make your question now. Any questions in the room? Any online? If not, we will move to Resolution 7, which is the final resolution, the Grant of LTI Performance Rights to Mr. Gareth Winter. Resolution 7 and the proxy votes received in relation to this resolution are displayed on the screen. Any security holder attending in person has questions or comments relating to this resolution, please raise your hand. If any security holder turning online has questions or comments relating to this resolution and has not already done so, please submit your question now. We don't have anything in the room, and apparently nothing online. So ladies and gentlemen, that concludes our discussions on the items of business. I will now put the resolutions to a poll following which the votes will be counted. The results of the polls will be announced to the Australian Securities Exchange after the close of the meeting and will also be available on Arena's website. I appoint Geoff Noonan of Arena's Registrar, BoardRoom, to be the returning officer and scrutiny for the in-person voting. Each eligible security holder or a proxy holder attending in person should have received a yellow voting card on registration. For your votes to be counted in these polls, you must now complete your voting cards. Visitors holding white cards and security holders holding orange cards are not entitled to vote on the polls. The sum of the votes cast for and against the resolution must not exceed your voting entitlement. If a proxy holder has been directed to vote in a particular manner, by completing the yellow voting card, the proxy holder will be deemed to have voted in accordance with those directions. Please ask Geoff, if you have any questions in relation to completing your voting cards. Once you've completed your voting card, please place it in a box that will be brought around. I'll remind all online attendees to cast your vote by selecting from the options available for each resolution. There is no need to press submit or enter button as the vote is automatically recorded. I think we need to collect the votes in the room. All of the in-person votes have now been collected. I will shortly close the voting system for online attendees, please ensure that you have cast your vote on all resolutions. I'll now pause to allow you time to finalize your vote and I will come back and let you know when voting is finished. Voting is now closed, and I declare the meeting closed. Results to be announced to the ASX following the meeting, as I said earlier, I would like to thank all security holders for attending and invite those attending in person to meet with the Board and senior executives over refreshments. That concludes our meeting. Thank you.