Q1 2018 Earnings Presentation - Haya Real Estate

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Q1 2018 Earnings Presentation - Haya Real Estate
Q1 2018
   Earnings
   Presentation
   24 May 2018

   Haya Real Corporativa
Presentación Estate        1 1
Q1 2018 Earnings Presentation - Haya Real Estate
Disclaimer

The purpose of this presentation is purely informative. The information contained in this presentation is subject to, and must be read in conjunction with, all other publicly available information, including,
where relevant any fuller disclosure document published by Haya Real Estate, S.L. (together with any of its subsidiaries, “Haya Real Estate”). Any person at any time acquiring securities must do so only on the
basis of such person’s own judgment as to the merits or the suitability of the securities for its purpose and only on such information as is contained in such public information having taken all such profession
or other advice as it considers necessary or appropriate in the circumstances and not in reliance on the information contained in this presentation. No investment activity should be undertaken on the basis of
the information contained in this presentation. In making the presentation available, Haya Real Estate gives no advice and makes no recommendation to buy, sell or otherwise deal in any securities or
investments whatsoever.

Neither this presentation nor any of the information contained therein constitutes an offer to sell or the solicitation of an offer to buy any securities.

This presentation contains forward-looking statements regarding Haya Real Estate’s financial position and plans for future operations. All statements other than statements of historical facts may be forward-
looking statements. These forward-looking statements speak only as of the date of the notice and are subject to a number of factors that could cause actual results to differ materially from any expected
results in such forward-looking statements. Haya Real Estate expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).

Haya Real Estate uses certain alternative performance measures (APMs), which have not been audited, Adjusted EBITDA and Free Cash Flow, to benchmark and compare performance, both between its own
operations and as against other companies for a better understanding of Haya Real Estate financial performance. These measures are used, together with measures of performance under the International
Financial Reporting Standards (IFRS), to compare the relative performance of operations in planning, budgeting and reviewing the performance of its business. Haya Real Estate believes that EBITDA-based
and other measures are useful and commonly used measures of financial performance in addition to net profit, operating profit and other profitability measures under IFRS because they facilitate operating
performance comparison from period to period and company to company. By eliminating potential differences in results of operations between periods or companies caused by factors such as depreciation
and amortization methods, historic cost and age of assets, financing and capital structures and taxation positions or regimes, Haya Real Estate believes that EBITDA-based and other measures can provide a
useful additional basis for comparing the current performance of the underlying operations being evaluated. For these reasons, Haya Real Estate believes that EBITDA-based and other measures are regularly
used by the investment community as a means of comparison of companies in the industry. However, these measures are considered additional disclosures and in no case replace the financial information
prepared under IFRS. Moreover, the way Haya Real Estate defines and calculates these measures may differ to the way similar measures are calculated by other companies. Accordingly, they may not be
comparable.

Regarding any data which may have been provided by third parties, neither Haya Real Estate, nor any of its administrators, directors or employees, either explicitly or implicitly, guarantees that these
contents are exact, accurate, comprehensive or complete, nor are they obliged to keep them updated, nor to correct them in the case that any deficiency, error or omission were to be detected. Moreover, in
reproducing these contents in by any means, Haya Real Estate may introduce any changes it deems suitable, may omit partially or completely any of the elements of this document, and in case of any
deviation between such a version and this one, Haya Real Estate assumes no liability for any discrepancy.

  Haya Real Estate                                                                                                                                                                               22 2
Q1 2018 Earnings Presentation - Haya Real Estate
Today´s Presenters

                   Carlos Abad Rico        Bárbara Zubiría Furest

                   CEO & Director of the   CFO
                   Board

Haya Real Estate                                                    33 3
Q1 2018 Earnings Presentation - Haya Real Estate
Agenda

              01   Key Highlights

              02   Business Review

              03   Financial Review

              04   Annex

Haya Real Estate                      44 4
1. Key Highlights

Haya RealHaya
         EstateReal Estate                       5
1      Key Highlights

                   ✓   In Q1 ´18, our transaction volumes increased by +40% (€895MM), allowing 12% growth in revenues
                       (€55.9MM) and 6% growth in Adjusted EBITDA (€24.4MM)

                   ✓   Strong free cash flow generation in Q1 ´18 (€20.2MM, +59% YoY) driven by lower capex and an
                       improvement of in working capital, resulting in a cash conversion above 80% in the quarter

                   ✓   Leverage ratio below 3.0x

                   ✓   Assets under management at €39.8BN with new contract wins in the quarter. We continue to
                       develop our institutional asset management business

                   ✓   In April, we have been awarded the new Bankia contract with a tenor of 10 years, including the
                       REOs of Bankia’s recently merged entity Banco Mare Nostrum (BMN). Bankia REDs to be managed
                       by Bankia directly

Haya Real Estate                                                                                            66 6
2. Business Review

Haya RealHaya
         EstateReal Estate                    7
2              Strategic Update

                                                                  2018
         1                     2                   3                  4                  5                       6                     7
                                                                                                            Institutional
   Future of                                   Bankia /          Liberbank                                 Investors and          Capital
                           Cajamar              BMN             Integration
                                                                                       BBVA
 Sareb contract                                                                                            New Servicing          Markets
                                                                                                              Business
Strong performance                           Haya awarded                           Initiating joint        Haya has been          Continuing
 in Q1 ´18 across all       Excellent           the new          Integration      planning activities     awarded two new       preparatory works
business lines. Sareb      operational          servicing          plans on       for the servicing of   servicing contracts    for a potential IPO.
     is exploring        performance in       contract with     schedule. Focus   BBVA´s future REO        with institutional   Specific timetable
alternative scenarios    Q1 ´18 across all   Bankia/BMN in a    on improving       flows. Set up of      investors. Continued     will depend on
  which include the       business lines     very competitive    commercial       Cerberus/BBVA JV       focus to capture new   market conditions
potential sale of our                        process in April      activity          Co yet to be          business in the      and visibility over
      portfolio                                   2018                                completed                 market           Sareb and BBVA

      Haya Real Estate                                                                                                                88 8
2           Bankia / BMN Contract
             The novation of the Bankia contract proves our capacity to renew our existing contracts with our core clients

                      •   As a result of the Spanish government’s plan to add value to the bank, Bankia bought BMN (savings bank located in the
                          Mediterranean region), effective Jan 1st 2018
                      •   Bankia has entrusted in Haya Real Estate the management of all its real estate assets, including the BMN´s REOs portfolio

                      ✓ Key contract for the company’s long-term strategy

                      ✓ 10 years contract (expires April, 2028) for the management and commercialization on a exclusive basis of Bankia´s REO stock

                          and future flow with €5.7BN of assets under management at the beginning of the contract
 Contract             ✓ Bankia´s prohibition to lend to real estate developers has been lifted
Highlights
                      ✓ HRE has been awarded the contract in a very competitive process demonstrating our capacity to retain core clients

                      ✓ Pre-eminent position to capture new business due to our long-term relationship and our excellent service

                      ✓ Upfront payment of €108MM to be financed through operating cash flows

    Haya Real Estate                                                                                                                                  99 9
2        BBVA/Cerberus transaction
       BBVA/Cerberus transaction extends HRE´s success in securing new contracts

                                                                                                          Servicing contract: BBVA & Haya
                                                                                             •   Agreed form subject to the closing of the
                                 Servicing contract for future REOs inflows
                                                                                                 Cerberus/BBVA JV transaction
                                                                                             •   8 yr. with a potential extension of two additional
                                                                                                 years
                                                                                             •   No upfront payment will be required
          REOs stock in
         Spain @ cut-off                                                                     •   Preparatory activities with BBVA / Anida have begun
              date

                                                                                                      Potential servicing contract: JV Co & Haya
                                                                                             •   Cerberus/BBVA JV transaction has been approved by

            JV Co                   Servicing contract for the JV Co stock             TBD       Anti-trust/Competition Authorities

                                            ~€11,000MM – €13,000MM1                          •   JVCo management bodies are pending to entrust
                                                                                                 servicing of acquired stock
                                                                                             •   Haya is well positioned to participate in the servicing
 80%                       20%
                                                                                                 of the JV Co due to demonstrated experience, track
                                                                                                 record and relationship with Cerberus/BBVA

                                                                                                                                             10 10
                       (1) Depends on final perimeter agreed between BBVA & Cerberus
Haya Real Estate                                                                                                                             10
2          Sareb – Potential Scenarios

1                         May ´18     Significant
                                                                   Cerberus
                                                                                             Potential new servicing contract                ✓ Protection mechanisms:
     Sareb decides to                portfolio Sale                                                                                               • Portfolio sales above the
                                                        Buyers                                            Potential new servicing contract            threshold agreed in the
     sell a significant                                            Other      Retain Haya as servicer
                                                                                                                                                      contract will increase the
         portfolio                   Portfolio Sale                                                              Migration period
                                                                   funds                                                                              avg. portfolio sale
                                      Commission                              Does not retain Haya as servicer
                                                                                                                                                      commission

2                                     Sareb cancels                                                                                          ✓ Make whole payment:
     Sareb decides to     May ´18      the contract                                                              Dec ´19                         • The indemnity will be
                                                Migration period                                                                                     calculated by an
    cancel the contract
                                                                                                                                                     independent expert, with
     before Dec. 2019                                 Early termination make whole payment: value of the                                             a penalty factor to be
                                                                  contract for the remaining life                                                    applied

3                         May ´18
                                                                       Jun ‘19
                                                                                                                 Dec ´19
     Sareb decides to                                                 or before                                                              ✓ No upfront payment expected
    renew the contract                                                                                                                       × Potential reduction in fees
                                       Negotiations                                Potential new contract with new terms
      with new terms
                                       HRE & Sareb

4 Sareb decides not       May ´18                                      Jun ´19                                   Dec ´19                     ✓ Absolute focus on operational
                                                                                                                       Migration period
       to renew the                                                                                                                            excellence to Sareb to maximize
      contract at its                   We continue
                                                                     Notice of
                                                                                          We continue                                          our renewal options
         maturity                     working with Sareb                                working with Sareb
                                                                    termination

                           Leverage ratio under any scenario not to exceed 3.5x in 2020
       Haya Real Estate                                                                                                                                           11 11
                                                                                                                                                                  11
2      New business update
                                             •    Two new servicing agreements
                                                                                                                    3 potential portfolio sales in

      1
                                                                                                                •
              New servicing                       awarded by two different institutional
                                                                                                                    Non Binding Offer or Binding
                                   New            investors
             agreements with     servicing
                                                                                                  Potential
                                                                                                                    Offer phases
               institutional                 •    In both cases, we continue to service         Opportunities
                                agreements                                                                      •   1 strong HPM lead (250
                                                  portfolios sold by our clients
                 investors                                                                                          assets with potential to grow
                                             •    Our knowledge of the NPAs allows us to
                                                                                                                    up to 5,000)
                                                  offer our services to potential buyers

      2             Insurance   •    Rental management business
                                •    New contract awarded with an insurance company
                   companies
                                •    Identifying new opportunities in the market with other insurance companies

      3
                                •    Negotiations in place to offer:
                   Developers         •    Land identification
                                      •    Due diligence and administration
                                      •    REOs commercialization for their non core portfolio

      4           Other
               opportunities
                                •
                                •
                                •
                                     Ancillary services with current clients: tax, residential mortgage debt and property management
                                     Managing ad-hoc REO commercialization
                                     Land development: 50 new land plots analysed in Q1 ´18; potential purchases: family offices, private bankers

Haya Real Estate                                                                                                                     12 12
                                                                                                                                     12
3. Financial Review

Haya RealHaya
         EstateReal Estate                    13
3         Q1 2018 Key Financial Highlights
                                                                               RED Volumes
                                                                                €272.0 MM
                                                                                   +2% YoY
                        Assets Under                 Transaction
                        Management                    Volumes
                                                                             REO Co. Volumes
                     €39,807 MM                    €895.2 MM                    €296.8 MM
                          +0.9% YoY                   +40% YoY                     +104 YoY

                                                                               REO Volumes
                                                                                €326.4 MM
                                                                                   +46% YoY

         Revenues                      Adjusted EBITDA             Free Cash Flow                Net Debt

      €55.9 MM                          €24.4 MM                   €20.2 MM                    €414 MM
         +12% YoY                         +6% YoY                    +59% YoY
    Avg. Volume serv. fee 3.59%        EBITDA margin 44%           Cash conversion 83%         Leverage ratio 2.8x
     Avg. Mangmt. fee 0.20%

Haya Real Estate                                                                                                14 14
                                                                                                                14
3            Assets Under Management
               AuMs decreased by €352MM compared to December 2017 mainly due to natural evolution of the Sareb portfolio (closed perimeter)
               partially offset by the inflows from the existing contracts during the fist quarter of 2018
Asset under Management evolution (GBV)
(€ MM)

                                                                            (251)                 227                                  RED             REO
                                                       435
                                                                                                                                       Increase        Decrease
                                                        82
                                                                                                                      (631)
                                 104
         Total 40,159             74                                                                                  (392)               Total 39,807

           11,918
                                                                                                                                              12,053

           28,241
                                                                                                                                              27,754

     AuMs EoP 2017            Inflows from              Inflows in       Outflow REO Co        Inflow REO Co        Outflows from        AuMs 1Q ´18
                              new contract               existing                                                    recoveries
                                   wins                 contracts
         Haya Real Estate                                                                                                                         15 15
                                                                                                                                                  15
3          Terms of New Bankia Contract
                         Main Terms                                                                        AuMs evolution proforma
                                                                      (€ MM)

                          •   Current stock
                                                                      Total 39,807                                                                                     Total 39,920
              REOs
Portfolio
                          •   Future inflow                              Bankia

                                                                                                                                                                          14,107
                                                                        12,053
                          +€3.7BN from Bankia
 AuMs         €5.7BN      +€2.0BN from BMN                               Bankia
                          + Future flow

                                                                                                         1,941               2,054
                          •   Indefinite tenor with a period of         27,754
 Tenor        10 years                                                               3,685                                                                                25,813
                              exclusivity due to April, 2028                                      Very low remaining
                                                                                                  actionable perimeter   + 17,376 assets                       5,739
                                                                                                  < 2% revenues          + 600 bank branches
                                                                                                  contribution in 2017

                          •   Financed through operating cash flows                  1,941
Upfront                   •   Deferred payment
payment       €108MM
                                 • €40.8MM paid in April               AuMs       Bankia Q1 ´18      Bankia REDs             BMN           Future inflows   Bankia Q1 ´18 AuMs
                                                                       Q1 ´18                                                                                             Q1 ´18
                                 • €20.0MM expect to pay in July                                                                                              proforma
                                                                                                                                                                          Proforma
                                 • €46.8MM expect to pay In October

   Haya Real Estate                                                                                                                                            16 16
                                                                                                                                                               16
3               Transaction volumes
                  Transaction volumes increased by 40% compared to Q1 ´17 due to the overall strong performance in all of our contracts

Transaction volumes comparison
(€ MM)
                                                      REO
                               895.2                         •   REO volumes increased by 46% due to:
                  +40%
                                                                    •   Overall strong performance in the contracts and the inclusion of €75MM coming from the Liberbank
                                                                        contract
                               326.4                                •   Portfolio sales in Bankia and Cajamar with no corresponding impact in 2017
          637.2

                                                      REO Co.
          223.6
                                                             •   REO Conversion volumes increased by 104% impacted by:
                               296.8                                •   Strong activity in Sareb resulting in a sharp increase in number of claims filed during the period
          145.8                                                     •   Large deeds in lieu and foreclosures in Cajamar

                                                      RED
          267.8                272.0
                                                             •   RED volumes increased by 2% impacted by:
                                                                    •   Lower recoveries in Sareb, offset by stronger performance in Bankia and in other clients
          Q12017
         Q1  ´17               Q12018
                              Q1  ´18

            RED      REO Co      REO

         Haya Real Estate                                                                                                                                          17 17
                                                                                                                                                                   17
3                Revenues
                 Revenues increased by 12% due to the increase in volume and management fees mainly impacted by the strong performance in REOs, REO
                 Conversion and the Liberbank contribution during Q1 ´18
Revenues Comparison
(€MM)
                                                         Volume fee
                    +12%                                         •     Volume fee increased by 20% mainly due to:
                                   55.9                                   • strong performance in REOs due to the Liberbank contribution
                                  3.3 (6%)                                • improvement in REO Co due to high transaction volumes in Sareb and Cajamar
         49.7                                                    •     The average volume servicing fee as % of volumes was 3.59% due to the product mix and the portfolio sales
                                                                       which have contractually lower commissions
         3.9 (8%)

                                   20.5
                                                                                                                           REO                                                  RED
                                   (37%)                                        Breakdown                                                                               REO
                                                                                                       Q1 ´17:             36%      RED            Q1 ´18:              42%     41%
         19.1                                                                   by product                                          53%
                                                                                                      €26.7MM              REO Co                 €32.1MM                  REO Co
         (38%)                                                                                                              11%                                             17%

                                                         Management fee                                                              Other Revenues
                                                             •       The management fee increased by 7% due to the                         •   The other revenues decreased by 16%
                                   32.1                              Liberbank and other clients contribution, which                           (€0.6MM) impacted by lower activity in
         26.7                      (57%)                             have offset the decline in Sareb due to the closed                        Advisory and Securitization business lines
         (54%)                                                       nature of the perimeter under management

         4.19%                     3.59%
                                                                                 •   In the context of the CNMV review of our 2017 Financial Statements due to the IPO preparatory works, we have
                                                         Revenues from               changed the accounting policy applied to Sareb´s upfront payment, treating it in 2017 as an intangible asset, and
         Q12017
        Q1  ´17                   Q12018
                                 Q1  ´18                 Sareb contract              amortized over the contract term, in consistency with the accounting treatment given to other contracts.
                                                                                     Therefore, no adjustment to revenues is required and prior periods have been restated for comparative purposes
   Volume fee       Management fee      Other revenues
(%) of total        % average volume servicing fee

        Haya Real Estate                                                                                                                                                              18 18
                                                                                                                                                                                      18
3             Adjusted EBITDA bridge
                Adjusted EBITDA increased by 6% compared to Q1 ´17 explained by a strong performance in REO Co, REOs and the Liberbank
                contribution
Adjusted1 EBITDA Bridge
(€ MM)

                                              1.4
                                                                 (0.6)                                                                                 1         Operating costs impacted by:
                                                                                     (4.2)
                         5.4                                                                                                                             •       New costs associated to the Liberbank

                                                                                                         (0.6)                                                   contract
                                                                                       1
                                                                                                                                                         •       Higher related direct costs (litigation) due
                                                                                                           2                                                     to REO Conversion transaction volumes
                                                                                                                                                                 increase
                                                                                                                                                         •       Higher opex due to temporary external
                                                                                                                                                                 workforce and professional services and
                                                                                                                              24.4
         23.0                                                                                                                                                    new commercial campaigns

                                                                                                                             43.7%
    46.4%
                                                                                                                                                        2        Personnel costs impacted by:
   LTM 50.8%                                                                                                               LTM 60.2%
                                                                                                                                                             •    Liberbank contract acquisition, partially
                                                                                                                                                                  offset by lower severance costs.

    1Q
     Q12017
        ´17          Volumen fee      Management fee Other revenues            Operating costs      Personnel costs          Q12018
                                                                                                                            1Q  ´18

                % Adjusted EBITDA margin

                                   (1) Adjusted EBTIDA is the sum of GAAP operating profit plus D&A, adding back €2.1MM costs estimated to have been incurred in

         Haya Real Estate
                                   connection with the IPO exploratory activities
                                                                                                                                                                                               19 19
                                                                                                                                                                                               19
3                Free Cash Flow and Net Debt Position
                   Free cash flow increased by 59% (€20.2MM) and the leverage ratio is 2.8x as of March 2018

Free Cash Flow                                                                                                             Net Debt

                         (€ MM)
                                                                             Q1 ´17              Q1 ´18
                                                                                                                                                        •     Repayment of €18MM of Liberbank´s VAT facility
  Free Cash                                                                                                                                             •     Leverage ratio in Q1´18 below 3.0x
                           Adjusted EBITDA2                                   23.0                 24.4                          Main
    Flow1
                                                                                                                               Highlights               •     The Bankia´s upfront payment of €108MM will be
 Comparison                Capital expenditures paid                          -5.9                 -4.9
                           Change in working capital                          -4.4                  0.7                                                       financed through the operating cash flows:
                           Free Cash Flow                                     12.7                 20.2

(€ MM)                                                                                                                      (€ MM)
                                                                                                                                                        443.1
                                                                            5.1                                                                                                                    414.1
                                                     1.0
                               1.4
                                                                      Improvement in
                                                                                                  20.2
                                                                  working capital due to                                                                    3.0x                                    2.8x
                                                                   the higher collections
          12.8
                                                                 partially offset by higher
          55%                                                            payments                  83%

         1Q 2017            Adjusted
                             EBITDA         Capital expenditures Change in working              1Q 2018                                                     2017                                   Q12018
                                                                                                                                                                                                  1Q  ´18
         Q1 ´17              EBITDA
                                                                                                 Q1 ´18
                                                                      capital
         % Cash Conversion: FCF / Adjusted EBITDA2                                                                               Leverage ratio: Net debt / Adjusted EBTDA2

                                     (1) Free Cash Flow is defined as Adjusted EBITDA less capital expenditures and change in working capital. (2) Adjusted EBTIDA is the sum of GAAP operating profit
         Haya Real Estate            plus D&A, adding back €2.1MM costs estimated to have been incurred in connection with the IPO exploratory activities
                                                                                                                                                                                                            20 20
                                                                                                                                                                                                            20
4. Annex

Haya RealHaya
         EstateReal Estate              21
4      Q1 ´18 Key Metrics
         (€ MM)
                                                                                                   Q1 ´17                   Q1 ´18                 (%)

                            Total transaction volumes                                               637.2                    895.2                40.5%

                            Revenues                                                                49.7                      55.9                 12.4%
                             Volume fee                                                             26.7                      32.1                 20.3%
                             Management fee                                                         19.1                      20.5                 7.2%
                             Other revenues                                                          3.9                       3.3                -16.1%

                            Operating expenses                                                      26.6                      31.4                18.0%
          P&L
                            Other operating expenses1                                               14.3                      18.5                29.4%
                            Personnel Cost                                                          12.4                      13.0                4.8%

                            Adjusted EBITDA2                                                        23.0                      24.4                6.0%
                            Adjusted EBITDA margin                                                 46.4%                     43.7%                -5.7%

                            Adjusted EBIT1                                                          5.5                       2.0                 -64.0%
                            Adjusted EBIT margin                                                   11.2%                     3.6%                 -68.0%

                            Assets under management                                                40,159 3                 39,807                -0.9%

                            Average volume servicing fee                                           4.19%                     3.59%                -14.4%

         Other              Average management servicing fee                                       0.20%                     0.20%                0.3%
          Key
         Metrics            Free cash flow                                                          12.7                      20.2                58.8%

                            Net debt position                                                       443.1 3                  414.1                -6.5%

                            Leverage ratio                                                          3.0x 3                    2.8x                -7.9%

                   (1) Other operating expenses adjusted by €2.1MM costs estimated to have been incurred in connection with the IPO exploratory
                   activities (2) Adjusted EBTIDA is the sum of GAAP operating profit plus D&A, adding back €2.1MM costs estimated to have been
Haya Real Estate   incurred in connection with the IPO exploratory activities (3) Figures as of December, 2017                                             22 22
                                                                                                                                                           22
Calle Vía de los Poblados nº3. Parque Empresarial Cristalia, Edificio nº9, CP 28033, Madrid
           901 11 77 88 | www.haya.es
Haya Real Estate                                                                                         23
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