Winton Land Limited (WIN) Earnings Call Transcript & Summary

Welcome, and thank you, everybody, for joining us at Winton General Meeting for 2023, which is being held both virtually and in person. My name is Chris Meehan, and I'm the Chair of the Board of Directors and CEO of Winton. It's my pleasure to address you here today. We're very pleased to welcome our online participants through our virtual meeting platform, which is being provided by our share registrar Link Market Services, and to those that have joined us in person, thank you. Before I begin, a few house giving points to cover. For those here in attendance, can I ask that you please put your mobile phone on silent, please? And the toilet facilities should you need them right down on the right as you pass through the reception. If a fire alarm goes off, please follow directions from the Link staff, who will direct you to the appropriate fire exit. For those online, the next slide demonstrates the voting and the question platform. You can vote and ask questions online. I'll provide you with further instructions as we progress through the meeting. If you encounter any issues, please refer to the virtual annual meeting online portal guide, where you can phone the help line on 0800-200-220, if you are in New Zealand or 1-800-990-363, if you are dialing in from Australia or elsewhere. You can send for any questions at any time. So I encourage you to send them through as you can. Now this will allow us to answer these questions at the appropriate time of the meeting. To ask a question, you need to click the Ask a Question button within the online meeting platform, select the item of business and type in your question and click submit. Before we formally begin, I'd just like to reintroduce the other members of the Winton Board. In the room here at Link's Offices, we have Julian Cook, who's our Executive Director and Director of Retirement, and we have Michaela Meehan, who's a non-executive Director. Online, we also have Steven Joyce, who's Independent Director; Glen Tupuhi here, who's an Independent Director. We have David Liptak, who's a Non-Executive Director; James Kemp, who's a Non-Executive Director; and Jelte Bakker, who's also a Non-Executive Director. We also have some members of our senior management team in attendance. We have Simon Ash, our Chief Operating Officer. We have Jean McMahon, who's our CFO; and we have Justine Hollows, who's our General Manager of Corporate Services. Finally, I'd like to welcome the representatives from our FY '23 auditors, Ernst & Young; and our legal counsel, Chapman Tripp, as well as the team from our share registrar Link Market Services, and thank you for being here today. Link Market Services will help conduct the voting on the formal business later in the meeting, and they will also act as scrutineer. The Company Secretary has confirmed that the Notice of Meeting has been sent to shareholders and other persons entitled to receive it. And I have been advised that we have a quorum present. On that basis, I'm pleased to advise and formally declare that the meeting is open. Proxies have been appointed for the purposes of this meeting in respect of approximately 226 million shares, and that represents over 76% of the total number of shares on issue. I'd like to thank shareholders for their participation in today's meeting. My fellow directors and I intend to vote all discretionary proxies that we've received in favor of the resolutions that are set out in the notice of meeting. The order of events for this afternoon's meeting will be as follows. I will start with a short presentation. Then as you have seen in the notice of meeting, we have 2 resolutions that we would like you to approve. We will take questions from shareholders on each of those resolutions. Voting on all resolutions will be conducted by way of a poll. After the resolutions, we will then open up the meeting to other business from shareholders before we close the meeting today. This will provide the opportunity for you to ask questions and/or to make comments about the presentation, the financial statements or the auditor's report. I do encourage shareholders to submit their questions online through the virtual meeting platform as soon as possible. For those attending in person, we invite you to join us for some light refreshments at the conclusion of the meeting here in this room. So after our first full year on the NZX and the ASX, we've successfully transitioned and adapted to being a listed company. We've delivered a record year with 565 units settled, driving EBITDA of $95.6 million and a net profit after tax of $64.6 million. Our presale book is extensive at $419.3 million as at June 30, 2023, and that remains at a similar level today, net of new sales and recent settlements. Our long-term strategy of seeking presales has served us well through the market headwinds that have presented themselves over the last 18 months. We continue to operate on an unlevered basis with $76.3 million in cash as at June 30, 2023, and no debt across the group, which places us in a very enviable position. During FY '23, Winton was successful in obtaining resource consent for our Northbrook sites at Wanaka, Wynyard Quarter and Avon Loop. It was Northbrook Launch Bay subsequently receiving resource consent in September 2023. We have successfully launched sales at Northbrook Wynyard Quarter and Northbrook Wanaka, and we're pleased, very pleased with how those sales -- those projects are being received by the market. We're also pleased to have appointed Steven Joyce to the Board, who stands here for reelection today, and we very much value his expertise and experience. In FY '23, we settled 565 units and delivered $211.5 million in total revenue, lower than the $344.7 million, we forecast at PFI due to inclement weather conditions delaying the timing of completion of some of our projects into FY '24. Gross profit was $108.7 million, $36.3 million above FY '22, resulting in a gross profit margin of 51.4%. Winton met earnings at the lower end of guidance at $73.8 million. On to Northbrook. Northbrook is targeting the premium sector of the market, which has been underserved by the incumbent operators. We have received resounding positive feedback from future residents with feedback noting that there was nothing quite like Northbrook in the market available for sale. The Northbrook Wynyard Quarter sales suite, which includes a full-size example of one of our apartments, opened in late June 2023. And the construction of Northbrook Wynyard Quarter is expected to commence on the sixth of November in a few weeks' time. The Northbrook Wanaka sales suite, which includes 2 full-sized apartments opened in September '23, and on site, civil works continue and are nearing completion. We've seen strong interest in the Northbrook product at Wynyard Quarter and Wanaka with presales now north of $80 million. We're continuing with earthworks at Northbrook Arrowtown, under the existing resource consent with the construction of a show apartment due for completion in January 2024. A resource consent variation has also been lodged. At our Northbrook Avon Loop received resource during FY23, and we continue to work through the design phase at pace. We'll also build a show apartment there on site in FY '24 following the issuance of building consent. We are pleased to have resource consent for Northbrook Launch Bay on 4th of September 2023. This will incorporate the existing heritage listed hanger and a 15-story apartment complex with sweeping harbour views. I'd like to introduce our Ayrburn precinct. Ayrburn is a new hospitality offering near Arrowtown. As one of the areas original estates, it boasts a number of historic buildings an unrivaled landscaping. Set near and around Mill Creek, there are numerous walks around the estate, which included the stroll along Mill Creek to the picturesque waterfall. With the township of Arrowtown at capacity, Ayrburn is an exciting opportunity to expand into a high-end offering in an area, which is a very popular tourist destination. We've obtained a number of consents to remediate the historic buildings with the first stage of development complete ahead of the December 8 scheduled opening. There are 10 stores and venues to choose from within the Ayrburn precinct from casual snacks at the Bakehouse or the Dairy, to high-end dining at Billy's’. Ayrburn offers something for everybody. A large outdoor venue complete with a sound stage, offers events for up to 500 people under the current consent, whilst we're pursuing a resource consent for a bespoke bigger events in this venue known as the Dell. There's nothing else quite like it in New Zealand. We expect very strong interest from the locals, New Zealand residents and obviously, overseas tourists, which will continue as the venues open -- additional venues open over the next 2 to 3 years. There's something for everyone, and we look forward to people experiencing it for themselves in the next few weeks and months. It creates the perfect setting for our Northbrook village, and will turn our food and beverage operations there from a cost center into a profit center. I'd like to turn to Sunfield. In the first half of FY '22, Winton lodged the Sunfield Specified Development Project Application with Kainga Ora, under the Urban Development Act of 2020 legislation. And this legislation, we sought to rezone the property to allow the proposed development of a forward-thinking, sustainable 15-minute neighborhood. Winton submission under the Urban Development Act legislation was declined in April 2022. To say we were disappointed was an understatement. We remain firm in our resolve to re-zone the entire Sunfield site as it is currently master planned. Consenting Sunfield would not only be good for Winton, it will be good for Auckland, creating 11,000 permanent jobs and over 3,600 permanent homes, affordable homes. It would be good for New Zealand, it would be pioneer the development of a solar-powered neighborhood and an integrated community. And obviously, we believe it will be good for the planet with clean green neighborhoods like Sunfield are a step change in avoiding carbon emissions that are embedded in our conventional lifestyles. An Amended Statement of Claim was filed in the Auckland High Court in July to include the provisionally and independently assessed amount of $138 million in damages plus cost plus interest, which represents Winton's view as to the quantum of the loss and damages it has suffered as a result of Kainga Ora's alleged anti-competitive conduct. Winton is seeking Court declarations that Kainga Ora's conduct is unlawful and is in breach of the Commerce Act, and an order requiring Kainga Ora to consider Sunfield for assessment under the UDA, as well as substantial damages for Kainga Ora's conduct to date. As a matter is before the courts, we will not be able to comment any further. In regard to ESG, we've made significant progress on our ESG journey since our last shareholder meeting. We've finalized our sustainability framework. We have completed our first emissions inventory, and we've just had the second one audited, completed the health and safety review and implemented a master health and safety system. We've also submitted the design for our first building with the Homestar 6 New Zealand green rating with the New Zealand Building Council. The sustainability framework is structured around 3 pillars: the thriving planet, thriving people and a sustainable future. At Winton's core, positively contributing to New Zealand housing supply provides opportunities for communities, and therefore, people to thrive. In delivering 565 units this year, we've created a large range of products at various price points, supported local businesses. We've created lots of job opportunities through new businesses, new business units and contributed over $11.7 million towards the infrastructure and long-term growth of the communities that we operate in. We've also persisted with our carless, solar-powered Sunfield neighborhood, which as I covered earlier, would unlock significant value across each of the 3 pillars of our sustainability framework. We now have a solid base from which to leverage. And in FY '24, we will continue this momentum. Alongside completing our first year of climate-related disclosures, we'll set emissions reduction targets, complete and emissions reduction plan, extend our Scope 3 emissions boundary and implement initiatives to support the commitments within this framework. As to the market. New Zealand's housing market has no doubt faced headwinds over the last 18 months. There are now signs of it if the market is stabilized and is starting to show some signs of recovery. Despite increasing demand, building consents and construction activity remains low, rental prices are continuing to rise, which we see at the beginning of a translation into increased house prices over time. New Zealand's aging population demonstrates that it now is the right time to provide a premium retirement offering, which has never been before seen in New Zealand. The policy of the incoming National lead government is generally good for housing development and housing demand. FY23 results were the culmination of years of development, a standout year for settlements. While some units initially planned for settlement have been moved into FY24, we expect the overall number of settlements to be lower than in FY23. We will not be issuing formal guidance however will naturally keep the market informed of our plans and progress. This will allow us to focus on operating the business for maximum long-term shareholder value. We'll now move to the formal part of the meeting, formal part business, and those are the matters requiring resolution, which are outlined in the notice of meeting. You may ask questions on each matter being put to shareholders. When I call for questions, can shareholder please present in the room, raise your hand and wait for a microphone to be provided before you clearly state your name and whether you're a shareholder or a proxy voter. As previously instructed, online attendees can send me questions by clicking the Ask A Question button in the virtual meeting platform. Each resolution will be voted on by a poll. Shareholders joining us here today, you would have been given your paper of shareholder voting card. If you're a shareholder and did not register on arrival and wish to vote, please make your way to the registration desk outside the room and staff from Link will assist you there. Please hear to mark your online intention for each resolution on your paper voting card, which will be collected at the conclusion of the meeting. Shareholders voting online will be able to cast their vote using the electronic voting card received when the online restoration is validated. To vote, you'll need to get voting card within the online meeting platform. You'll be asked to enter your shareholder or proxy number to validate. Please then mark your voting card in the box that you wish to vote by clicking for, against or abstain on the voting card. Once you have made your selection, please click submit vote on the bottom of the card to lodge your vote. Please refer to the virtual meeting online portal guide or use the help lines classified should you require assistance. Voting will remain open for 5 minutes after the conclusion of the meeting and the results of the vote will be announced via the Stock Exchange. Each resolution set out in the notice of meeting is to be considered as an ordinary resolution. And as such, it must be approved by a simple majority of the votes cast by shareholders entitled to vote and voting on that resolution. The outcome of the proxy votes will be displayed for your information after voting on the resolutions. So turning to the resolutions. The first resolution is that Steven Joyce, having been appointed by the Board and only holding office until the annual meeting, be elected as a director of the company. The Board considers Steven to be an independent director, if reelected and support his reelection. Steven has significant governance experience and its capacity as the Chair of the Audit and Financial Risk Committee offers a wealth of knowledge to the business. You would have seen as a profile of Steven in the notice of meeting, but I might, if I can call upon Steven, just to say a few words at this time.

Thanks, Chris. Look, [indiscernible] I just want to comment a lot around some of you were on [indiscernible] ground perhaps to review where my commercial background, which is I want to be there where we most comfortable in [indiscernible]. And it's great to have the opportunity to work with Winton [indiscernible] that an advisory company, which one a little bit of customer than previously an impressive [indiscernible] being to join [indiscernible] to be able to step up. I'm excited about because we very impressive with the product that Chris and the team produced outline to you, excited about the challenge of moving to retirement and into the climate area and [indiscernible]. So I do offer myself for reelection, and we appreciate your support. Thank you.

Fantastic. Thanks, Steven. So the resolution is that Steve Joyce having been appointed by the Board and only holding office until the annual meeting be elected as a Director of the company. Are there any questions for the Board concerning the motion from any shareholders?

There are no questions from the shareholders in attendance or online.

No questions. Okay. Thank you. Well, thank you. So now please either select for, against or abstain in relation to Resolution 1 on the voting card. I'll turn now to the second resolution. This resolution is that the Board be authorized to fix the fees and expenses of Ernst & Young as the auditor of the company for the ensuing year. The current auditor of the company, Ernst & Young, will be automatically reappointed as Winton's auditor at the Annual Meeting in accordance with Section 207T of the Companies Act 1993. Winton remains satisfied with the quality of the audit work performed by Ernst & Young. Are there any questions of the Board -- for the Board concerning this motion from any shareholders?

There are no questions from the shareholders present or online.

Thank you. So please now just select for, against, to abstain for Resolution 2 on the voting card. And that then completes the voting on the resolutions. At this time, I'd like to advise the outcome of proxy votes that were lodged in respect of each of the resolutions. The results are shown up on the screen here now. You can see the for, 226 million, against 10,000. In relation to Steven Joyce being appointed as a director and the auditor's remuneration, again, 226 million for and 17,600 against. Link Market Services will now move through the room and collect any paper voting cards and voting will be open until 5 minutes after the conclusion of the meeting. Thank you. I'd now like to give shareholders the opportunity to ask questions, whether these be related to the presentations, the financial statements, the auditor's report or the management of the company. Shareholders online can continue to provide questions through the portal, and we will also address questions from the room. When I call for questions, can shareholders please present in the room and once a microphone is provided to you then clearly state your name before asking a question. I will take questions from those present in the meeting first before moving on to any shareholder questions from online. I do ask that in the interest of fairness to all shareholders attending this meeting, the only one will -- wanting to ask a question to be as concise as possible and be considerate to other shareholders also wishing to ask questions. If there is any media either here or online, we're, of course, happy to answer questions after the meeting. Are there any questions from shareholders?

Question from [ Mark Hamilton ]. Is there likely to be an increase in the dividend in the foreseeable future?

Thank you. The Board has a defined dividend policy, which is to pay out somewhere in the range of 20% to 40% of declared profit that will be assessed at the time the Board will make a decision. And I guess the factors that would weigh into that are, where do we see good valid opportunities to reinvest capital into the business or whether we think that capital is better paid out as dividends, but those questions will be addressed by the Board at the time the dividend is declared, and we'll advise you that in due course, having considered all the factors at that time.