Q1 2018 Earnings Presentation - Haya Real Estate
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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
Today´s Presenters Carlos Abad Rico Bárbara Zubiría Furest CEO & Director of the CFO Board Haya Real Estate 33 3
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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