Arena REIT (ARF) Earnings Call Transcript & Summary

Well, good morning. On behalf of the Board of Directors, it's my pleasure to welcome you all to the general meetings of security holders in Arena REIT #1 and Arena REIT #2, and the Annual General Meeting of Shareholders in Arena REIT Limited, which together constitute Arena REIT's 2024 Annual General Meeting. My name is David Ross, and I'm the Chair of the Board of Directors of Arena REIT Limited and of the Board of Directors of Arena REIT Management Limited, and I have been appointed as the Chair of today's meeting. I would like to acknowledge the traditional custodians of the land 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. 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, at the other end, the CFO and Company Secretary and an Executive Director of Arena Management Limited; Rosemary Hartnett, Helen Thornton, Independent Director; Adam Tindall, next to Helen, an Independent Non-Executive Director; and Dennis Wildenburg, second from the end, another 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's Arena's auditor. John Hutchinson and Vanessa Murphy, representing Hall & Wilcox, Arena's Corporate Advisory; Stacey Spence, Returning Officer from BoardRoom Limited. The agenda for today's meeting includes 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 2024 financial year and the outlook for the 2025 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 physical meeting, which allows security holders, proxies and guests to attend the meeting in person. We will also be broadcasting a live webcast of today's meeting for those stakeholders who are unable to attend. Just moving on to the highlights for FY '24. Arena has again delivered positive outcomes for our stakeholders during financial year 2024. Despite broader challenges in real estate investment markets arising from persistently high inflation and higher interest rates, Arena has performed well against its investment objective. This has been achieved through our ongoing disciplined capital, leasing and portfolio management and the careful management of operating costs, while at the same time, embedding sustainability across our business strategies. Arena has produced earnings and distribution growth, successfully delivered development completions, replenish the development pipeline and maintain the portfolio's long weighted average lease expiry. Arena's statutory net profit for the year was $57.5 million, representing a decrease of 22.5%. This was primarily due to a lower revaluation gain on investment properties and derivatives. Underlying net operating profit increased by 4.7% to $62 million due to higher operating income from contracted annual rent growth and positive market rent review outcomes, acquisitions and development completions. The result represents earnings per security of $0.1765, an increase of 3.2% on the prior year. Arena has paid a full year distribution per security of $0.174, an increase of 3.6% on the prior year. Arena's total assets increased by 3% to $1.62 billion as a result of acquisition and development capital expenditure. Arena's net asset value was $3.41 as at the 30th of June, in line with $3.42 at June 2023. Arena continues to operate well within its banking covenant requirements. We have extended the maturity dates in each tranche of our $500 million syndicated borrowing facility while maintaining hedge discipline and capacity to pursue investments consistent with strategy. Arena completed a post-balance date $120 million institutional placement that was strongly supported by new and existing security holders. Eligible existing security holders were also offered the opportunity to participate in a post-balance state security purchase plan, which was oversubscribed, raising an additional $24 million on the same terms as the institutional placement. The positive outcomes achieved during FY 2024 are a result of the quality of Arena's property portfolio. The proactive approach of Arena's management team and a strong macroeconomic themes that support investment in social infrastructure property. It is also an endorsement of Arena's disciplined strategy and ability to deliver on our investment objectives. Arena's investment proposition and partnership approach are integral to building better communities together. Strong macroeconomic drivers continue to support growth in the demand for essential community services across Australia. These themes, combined with Arena's disciplined origination, capital management and asset management expertise have positioned the balance sheet -- positioned the business well to sustainably deliver on its purpose and investment objective of delivering predictable distributions to securityholders with prospects for growth. I'm pleased to advise that we are forecasting DPS growth for FY 2025 and reaffirm distribution guidance of $0.1825 per security, representing 4.9% growth on FY '24. Moving on to remuneration. Arena's remuneration framework is designed to attract incentivize and retain talent by providing market competitive rewards with incentive opportunity aligned to strategy and performance thereby guiding the behavior and actions of our executives. There were no changes to the remuneration framework in FY 2024. Executive KMP were awarded 95% of their target short-term incentive, which reflects the delivery of a minimum 2024 distribution target of $0.174 per security, the delivery of 24 distributable income per security in the target range of 3% to 4% growth, expected '25 distributable income security supporting '25 guidance in the range of 3% to 4% growth, and the strong performance in respect of a range of nonfinancial strategic business objectives across culture, disciplined relationships and capital deployment as detailed in the Arena 2024 remuneration report. The FY '22 long-term incentive was tested as at 30 June 2024 and fully vested as Arena's distributable income security of $0.1765 per security, which represented [Audio Gap] performance period exceeded the high hurdle of $0.176 per security. And the Arena's TSR of 25%, which is an equivalent to an 8% compound annual growth rate, ranked at the 83rd percentile of the comparator group over the 3-year period ended the 30 June '24. 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 in security holding interest. Arena has a minimum security holding requirement for Executive KMP, which is set at 100% of their fixed annual remuneration to be accumulated over a maximum period of 4 years. All KMP are compliant with Arena's policy. Arena's remuneration framework will continue to clearly link and equitably reward and incentivize the achievement of performance-based outcomes and behaviors that reflect our purpose, values and stakeholder expectations. In terms of the 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 [Audio Gap] -- as an Independent Non-Executive Director. Adam's depth of experience across investment management and real estate strongly complements the Board's existing mix of skills and experience. As foreshadowed last month, Dennis Wildenburg, will retire as a Director of Arena following today's AGM. On behalf of the Arena Board, we would all like to thank Dennis for a substantial contribution to the strong performance of Arena since its ASX listing. Dennis has been an exemplary Chair of Arena's Audit Committee, a valuable member of the Board and its other committees and will retire after more than a decade of service. The changes undertaken during '24 to continue the renewal and succession planning of your Board [Audio Gap] during diversity, innovation and sustained excellence in governance. During 2024, Arena maintained its gender balance target for the Arena REIT Limited Board and 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 the skills, experience and perspectives that complement Arena's existing Board members and best positions Arena for future success. In conclusion, 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 our business partners for their ongoing support. On behalf of the Board, I would also like to acknowledge and express our appreciation to the Arena management team for their ongoing commitment and contribution to Arena's performance. Thank you. And I'll now hand over to Rob.

Thanks very much, David. I would also like to acknowledge the Traditional Custodians of the land on which we meet today and recognize their ongoing connection to land, waters and community and to offer a very warm welcome to everyone to Arena REIT's Annual General Meeting. Over the last 2 decades, Arena has developed, owned and managed a leading portfolio of social infrastructure property, providing positive investment returns to our security holders and delivering [Audio Gap]. Whilst we have seen a new investment environment emerge in financial year 2024 [Audio Gap] and higher interest rates, Arena's performance was again positive, underpinned by the growing community demand for the community services that we accommodate and the ongoing disciplined capital asset and interest rate management undertaken by your management team. During the year, Arena achieved strong rental growth across the portfolio with like-for-like annual rent increases of 4.9%. We maintained its sector-leading long contracted lease duration of 18.5 years and maintained a stable net asset value per security as an increase in 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 90% of the portfolio using the solar renewable energy. We've had success in executing on our investment and development activities, including completing 7 Early Learning Center development projects at initial yields on total cost of 5.1%. Replenished our development pipeline with 14 new projects to take our development pipeline to 21 Early Learning Center projects that will support future earnings growth. And post balance date, we acquired a further 6 operating Early Learning Center properties at a net average yield of -- initial yield of 6%. Arena's management team has specialist asset management and development expertise and a strong track record that includes the successful delivery of 77 development projects for our tenant partners over the last 12 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 provide 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 2024, Arena's portfolio consisted of 276 social infrastructure properties with the portfolio valuation of just over $1.5 billion. Geographically, we have 78% 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 services and increases in long day care participation rates. The Federal Government recently announced additional funding to support a 15% wage increase for early child care, education and care workers in services that agree to limit their daily fee increases to 4.4% over the next 12 months. This increased funding is expected to result in improved staff availability and better outcomes for families. Federal government investment into creating affordable child care for working families has bipartisan support and is 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. Arena's community-based health care and specialist disability accommodation portfolios continue to perform in line with management's expectation. The broader Australian health care sector is facing short-term challenges arising from inflation, and higher interest rates as well as sector-specific issues. Accordingly, we anticipate some short-term downward pressure on some Australian health care real estate values as a result of more challenging operating conditions. Over the long [Audio Gap] due to supportive macroeconomic themes. Moving on to sustainability. And sustainability is embedded across all Arena's business strategies. And we believe that business -- that positions the business to achieve better long-term commercial and community outcomes. We're very proud of the achievements made by the team and our tenant partners over financial year 2024. Highlights of these include 0 organizational Scope 1 and 2 emissions; Six-star rating for organizational NABERS energy co-assessment; certified carbon neutral by Climate Active for business services and business operations in 2022 and 2023; solar renewable energy systems are now installed on over 90% of Arena's property portfolio. We've achieved an emissions reduction plan that was adopted in the year to targeting net 0 financed emissions by 2050, with an interim 2030 target of a 60% to 70% reduction in the intensity of Arena's financed emissions. We've also achieved a 36% absolute reduction and 42% reduction in intensity of Arena's financed emissions to the end of financial year 2023. For further insights on these programs, please refer to Arena's FY '24 sustainability report. Moving on to Arena's outlook. Arena's portfolio of social infrastructure properties facilitates access to essential community services that provide a positive social impact. Strong macroeconomic themes underpin the value proposition of Arena's portfolio, which provides long-term income predictability with inflation protection. We have today reaffirmed distribution guidance for financial year [Audio Gap] year 2024. Arena is well positioned to navigate ongoing and emerging economic challenges and has an expanded and experienced management team ready to capitalize on new growth opportunities as they emerge. Arena's outlook is positive, and we look forward to continue to execute on our well-defined strategy and investment objective of delivering attractive and predictable distributions to our investors with earnings growth prospects over the medium to long term while delivering on our purpose of better communities together. 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 '24 and to thank you, our securityholders, for your support and ongoing interest in Arena REIT. I'll now pass you back to our Chair. Thank you.

Thank you, Rob. I'll 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 2024 as contained in the 2024 Annual Report. I note there will also be an opportunity to ask questions specific really related to the formal business of the meeting as each resolution is proposed. Are there any general questions from securityholders in the room here? No. If there are no questions, I'll move to the formal business of the meeting. The first item of business is to receive and consider the financial report, the directors' report and the auditor's report each of the financial year -- each for the financial year ended 30 June 2024. This item of business does not require a vote. However, the reports are open for discussion. If any security holder has questions or comments relating to this item, please raise your hand. If 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 2 resolutions for the company being an advisory resolution to adopt the remuneration report and an ordinary resolution to elect Adam Tindall as a Director. And then to consider 5 resolutions of separate audit resolutions of the company in each of the trusts, including the ratification of the institutional placement and to grant deferred short-term incentive rights and long-term incentive performance rights to Rob de Vos and Gareth Winter. Resolution 1 is an advisory resolution. Resolutions 2 to 7 are ordinary resolutions, which will be passed to 50% or more of the votes cast by security holders present in person 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 forms part of the notice of meeting. Our 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. Security holders or proxy holders 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. And holders of white cards are not permitted to vote or ask questions at this meeting. 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. So Resolution #1, the nonbinding 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 has questions or comments relating to this resolution, please raise your hand. There are no questions. I will move on to the next resolution. Resolution 2, the election of Mr. Adam Tindall as the Director of the company. Resolution 2 and the proxy votes received in relation to this resolution are displayed on the screen. If any security holders questions or comments relating to this resolution, please raise your hand. There are no questions. I'll now move on to the next resolution, Resolution 3, ratification of placement. Resolution 3 and the proxy votes received in relation to this resolution are displayed on the screen. If any security holder has questions or comments relating to this resolution, please raise your hand. Resolution 4, Grant of Deferred STI rights to Mr. Rob de Vos. Resolution 4 and the proxy votes received in relation to this resolution are displayed on the screen. If any security holder has questions or comments relating to this resolution, please raise your hand. There are no questions. I'll move on to the next resolution. Resolution 5, 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 has questions or comments relating to this resolution, please raise your hand. No questions. We'll move on to the next resolution. Resolution 6, 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 has questions or comments relating to this resolution, please raise your hand. No questions. I'll move on to the next resolution. Resolution 7 Grant of LTI Performance Rights to Mr. Gareth Winter. In relation to this resolution are displayed on the screen. If any security holders [Audio Gap]. No questions. So ladies and gentlemen, that concludes our discussion on the items of business. Voting procedures. 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 Stacey Spence of Arena's registrar BoardRoom to be the Returning Officer and scrutineer for these polls. Each eligible securityholder or proxy holder 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 related to the resolution must not exceed your voting entitlements. 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 Stacey, if you have any questions in relation to completing your voting cards. Once you have completed your voting card, please place it in the box that will be brought around. And that -- ladies and gentlemen, this brings us to the conclusion of the meeting. We'll have the votes now collected. I'll declare the meeting closed. Results will be announced to the ASX following the meeting. Now I'd like to thank all security holders for attending.