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Unicaja Banco S.A.

Investor Presentation Nov 3, 2021

1893_iss_2021-11-03_341cbbe9-c657-4635-aebb-b474d03056c4.pdf

Investor Presentation

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3Q 2021 Earnings presentation

November 3 rd 2021

Strategic review

December 10th 2021

2

Merger advances at fast speed

Updated calendar Main milestones achieved
4Q20 Merger announcement Corporate
governance
New organizational structure deployed on August 6th


Appointed Unicaja's
new CEO and Board of Directors

Alignment of internal policies and procedures well
advanced
1Q21 Merger approved by Shareholders' Meeting Shareholders
Payout target of 50% results

Increasing share liquidity and research coverage
2Q21 Initial efficiency measures undertaken
Accelerating commercial performance

Most products and pricing aligned since day one
3Q21 Regulatory approval and closing Business
Life Insurance agreements and asset management
strategy overhaul currently taking place

Joint marketing campaigns and partnerships (ie. Real
4Q21 End of legal negotiation process with unions (1) Madrid, Playstation…)

IT integration roadmap well on track
2Q22 IT migration Technology
Initial scope for migration and IT development analysis
completed

Merger adjustments to unlock future value

Badwill calculation

Liberbank´s Total Equity (July 31st
2021)
€3,125m
Valuation adjustments (net of taxes) (€994m)
Adjusted Equity €2,131m
Acquisition price (€830m)
Badwill €1,301m

Capital deployment unlocks future value while maintaining strong capital ratios

In addition to the gross valuation adjustments, final restructuring charges to be booked in Q4 once the bank closes negotiations with trade unions

CET 1 FL Ratio. Sep21 (1)

Valuation adjustments
Amount in €m
(gross of taxes)
CET 1 impact
(€m)
Loan book 295 295
Real estate assets 200 200
Intangibles & goodwill 159 44
Macrohedge
cancellation
78 -2
Capital markets 156 156
Other adjustments 202 202
Total 1,091 899
Total (net of taxes) (A) 769
DTAs write-off (B) 225
Total (net of taxes) (A+B) 994

Cost synergies higher than initial estimate

Revenue synergies

  • Asset allocation Volume growth
  • Mutual funds coming from the best internal practice are c.30bps more profitable due to product mix
  • Internal best practice has improved profitability by c.20bps in two years
  • Current mutual funds penetration over total customer resources is 13% for Unicaja Banco and c.18% for the sector
  • We assume Unicaja´s penetration to still stand slightly below sector average in 2023

Mutual funds: Clear opportunities to keep improving fee income by 2023 Lending: Commercial dynamism

Other initiatives

  • Life insurance JVs: Restructuring of the joint ventures already currently in negotiations
  • Non-life insurance: Distribution agreement with Caser, additional profitability expected starting in 2023
  • Other segments: Potential to grow with our 4.5m customer base in consumer lending and payments

Coverage levels will facilitate lower cost of risk and Opex

Best in class coverage levels with a conservative loan book

Conservative loan book: 75% pure retail and public sector

Corporate loans

Residential mortgages

Consumer & other

Total provisioning to normalize at low levels

Credit impairments:

  • €295m gross provisions in the valuation adjustments to increase coverage to 72%
  • Stage2 loans coverage 2x compared to peers(1)

Real estate assets:

  • €200m provisioned in the valuation adjustments to increase coverage to 62%
  • Plan to accelerate disposals thus reducing operating and maintenance expenses

Other provisions:

€202m provisioned in the valuation adjustments to cover potential JVs restructuring and legal charges

Key highlights

Business activity

Financial results

Asset quality

Solvency & Balance Sheet

Key Highlights

Business
activity

Strong commercial momentum maintained in a seasonal weak quarter while
integration was taking place

Mutual funds, insurance business and residential mortgages to keep driving growth and
profitability
Mutual funds
+27% YoY
Mortgages
+4.0% YoY
Profitability
NII temporary influenced by Euribor repricing, lower ALCO contribution and strong
liquidity

Fee income keeps delivering growth in a seasonal weak quarter.

Opex savings accelerate as synergies start to crystalize. Organic closure of 10% of the
branch network in the year
Recurrent
fee
income
+3.3% QoQ
+22% 9M21 vs
9M20
OPEX (incl. D&A)
-2.2% QoQ
-1.6%
9M21 vs
9M20
Asset quality
Recurrent cost of risk of 29 basis points in the quarter

Best in class NPA coverage ratio of 67% that will enhance acceleration of disposals
reducing maintenance and operating expenses
NPL ratio
3.4%
NPLs Coverage
72.1%
Solvency
CET 1 FL at 13.6% as of September 2021
(1)

Capital deployed to improve profitability in the near future of the bank while maintaining a
strong balance sheet
CET 1 FL excess
(2)
€1.9bn
Payout target
50%
9

Key highlights

Agenda

Business activity

Financial results

Asset quality

Solvency & Balance Sheet

Customer funds

Customer funds breakdown

Million Euros 3Q20 2Q21 3Q21 QoQ YoY
Customer funds on balance sheet 66,824 70,552 73,283 3.9% 9.7%
Public institutions 5,946 6,960 9,198 32.1% 54.7%
Retail customers 60,704 63,453 63,389 -0.1% 4.4%
Demand deposits 51,748 56,612 56,969 0.6% 10.1%
Term deposits 8,956 6,841 6,420 -6.2% -28.3%
Customer funds off balance sheet 18,991 21,102 21,443 1.6% 12.9%
Mutual funds 9,282 11,455 11,811 3.1% 27.2%
Pension plans 3,715 3,988 4,005 0.4% 7.8%
Insurance funds 5,081 4,711 4,658 -1.1% -8.3%
Other 914 947 968 2.2% 5.9%
Total customer funds 85,815 91,654 94,726 3.4% 10.4%

Strong franchise keeps delivering growth in customer funds. Main focus going forward is to keep growing and increasing off balance sheet penetration

Mutual funds

Mutual funds evolution (€bn)

Lending: Performing book

Performing loan book

Million
Euros
3Q20 2Q21 3Q21 QoQ YoY
Public sector 5,029 6,006 5,915 -1.5% 17.6%
Corporate loans 13,775 13,769 13,435 -2.4% -2.5%
Real Estate developers 978 943 926 -1.8% -5.3%
Other corporates 12,797 12,827 12,508 -2.5% -2.3%
Loans to individuals 32,545 34,436 33,729 -2.1% 3.6%
Residential mortgages 29,813 30,966 31,001 0.1% 4.0%
Consumer & other (1) 2,732 3,470 2,728 -21.4% -0.1%
Total Performing book 51,349 54,211 53,079 -2.1% 3.4%

(1) Impacted by pension payment advances seasonality

Total performing book grows 3.4% YoY and residential mortgages book 4.0%

New lending

Lending: Main portfolios

Residential mortgage portfolio Corporates portfolio

Strong geographic leadership with potential to capture captive clients outside traditional territories

Main KPIs

  • 72% at floating rate
  • 87% first residence
  • 89% loan to value < 80%

We continue to expand our sustainable products with a new green mortgage

Green Mortgage

Agro Eco Sustainable Financing Credit Line

Green Eco Motor Loan

Mobility Master Plan

(financing recharging points for electric or plug-in hybrid vehicles)

Sustainable Investment Funds

(Unifond Sostenible & Liberbank Solidario)

Sustainable Pension Funds

(Uniplan Futuro Sostenible)

16

Key highlights

Agenda

Business activity

Financial results

Asset quality

Solvency & Balance Sheet

Quarterly income statement

3Q21 P&L statement. Proforma1

Million
euros
3Q20 2Q21 3Q21 QoQ (%) YoY (%)
Net Interest
Income
283 266 251 -5.7% -11.2%
Net fees 100 117 121 3.3% 21.3%
Dividends 2 17 1 -91.3% -32.2%
Associates 13 23 15 -32.9% 16.3%
Trading income + Exch. Diff. 7 6 4 -35.9% -49.5%
Other revenues/(expenses) 2 (28) (7) -74.5% nm
Gross
Margin
406 400 385 -3.7% -5.2%
Operating expenses (237) (240) (235) -2.2% -0.7%
Personnel expenses (149) (145) (141) -3.0% -5.4%
SG&A (63) (69) (70) 2.1% 11.1%
D&A (24) (26) (23) -9.5% -3.0%
Pre Provision Profit 170 160 150 -5.8% -11.5%
Other provisions (19) (38) (12) -69.0% -37.4%
Loan loss provision (108) (81) (57) -29.7% -47.4%
Other
profits
or
losses
(1) 0 (10) nm nm
Pre Tax
profit
41 41 71 74.9% 72.2%
Tax (6) (5) (18) nm nm
Net Income 35 36 54 49.5% 53.1%

Revenues

  • Net interest income: Impacted by the lower Euribor, restructuring of the Alco portfolio in the integration process and increasing excess liquidity
  • Fee income: Strong momentum supported by payments, off balance sheet and banking services
  • Other revenues: Quarterly comparison impacted by seasonal items in the second quarter
  • Expenses Personnel expenses: Includes partial savings from Liberbank´s employees on agreed leave of absence, expected yearly savings of c.€40m
  • Amortization: Includes Liberbank´s intangibles write down, expected yearly savings of €15m
  • Provisions Credit charges: Influenced by a non recurrent impairment of €16m
  • Other provisions: includes some one-offs related with the integration.

(1) P&L includes all 3 months from both Unicaja Banco and Liberbank under Unicaja Banco accounting criteria. Proforma P&L does not include transaction charges of €39m (gross), badwill and €143m of personnel restructuring in 2Q21 coming from Liberbank agreed leave employees.

Net interest income: Yields

Customer spread (1) (%)

Net interest income: Evolution

Net interest income quarterly evolution (€m)

  • Loan yield: Average yield down 7 bps QoQ mainly on the back of Euribor repricing which is almost over
  • Lending volumes: Keep improving in a seasonal weak quarter and it is expected to keep delivering positive growth
  • Fixed income portfolio: Smaller size of the portfolio due to the maturity and the sale of some bonds from Liberbank portfolio
  • Money markets / ECB: temporary cost from increased excess liquidity in the quarter
  • Wholesale issuances: Lower interest rates and PPA adjustments have a positive impact

Fee income

Fee income evolution. €m

Fee income breakdown

Million
Euros
3Q20 2Q21 3Q21 QoQ
(%)
9M20 9M21 9M21 vs
9M20 (%)
Recurrent
fees
100 117 121 3.3% 292 355 21.6%
Banking
Fees
54 67 72 8.2% 162 203 25.2%
Non-Banking
fees
46 50 49 -3.1% 130 152 17.1%
Mutual funds 20 24 25 3.0% 55 71 28.1%
Insurance 22 23 19 -15.3% 61 68 11.2%
Other 4 3 5 34.7% 13 13 -1.5%
Non recurrent
fees
0 0 0 nm 6 0 nm
Total Fees 100 117 121 3.3% 298 355 19.1%

Fee income keeps delivering strong growth on the back of mutual funds, payments and transactional services

Operating expenses

Since the merger announcement, 153 branches have been closed, 10% of the total network, and average number of employees have decreased by 9% taking into account Liberbank employees on leave of absence

Cost of risk

Loan loss provisions (€m) Quarterly cost of risk(1) (bps)

Key highlights

Agenda

Business activity

Financial results

Solvency & Balance Sheet

Non performing loans

Non performing loans evolution Loan book NPL ratio and coverage

Lower than sector net NPLs
Sector
1
NPL ratio (%) 3.4% 4.4%
Coverage ratio (%) 72.1% 60%

Foreclosed assets

Non performing assets (€m)

Foreclosed assets quarterly evolution (€m) Foreclosed assets breakdown and coverage

Foreclosed
assets
(€m)
Gross Debt NBV Coverage
(€m)
Coverage
(%)
Residential 698 324 374 54%
Building under construction 266 92 174 66%
Commercial RE 269 130 139 52%
Land 1,090 335 755 69%
Total 2,323 881 1,442 62%

Key highlights

Agenda

Business activity

Financial results

Asset quality

Solvency (I/II)

CET 1 Fully loaded(1) quarter evolution

  • PPA impact. The impact net of taxes amounts to 178bp. In addition the impact coming from DTAs and thresholds together with integration costs(2) implies another 82p
  • Following a conservative criteria we write-off € 225m DTAs from balance sheet. The DTAs continue to be claimable with no maturity
  • 3Q21 Net Income. The bank generated 15bps organically in the quarter
  • Dividend accrual. Payout target of 50%

  • It includes € 39m integration costs not included in the PPA

Solvency (II/II)

Fixed income portfolio

Fixed income portfolio breakdown (%)

Liquidity and wholesale funding

(1) Includes covered bonds, T2 and long term repos (and excludes €49 m of AT1 convertible bonds)

Appendix

Share and book value

Share metrics and book value (1)

Share and liquidity: 3Q21
# O/S shares (m) 2,655
Last price (€) 0.90
Max price (€) 0.92
Min price
(€)
0.73
Avg. traded volume (#shares m) 3.55
Avg. traded volume (€
m)
2.86
Market Capitalization (€
m)
2,397
Book Value:
BV exc. minorities (€m) 6,013
TBV (€m) 5,929
Ratios:
BVps (€) 2.26
TBVps (€) 2.23
PBV 0.40x
PTBV 0.40x
  • The merger with Liberbank was registered on Friday July 30th
  • Unicaja Banco issued 1,075 million shares to be exchanged for Liberbank shares under the agreed exchange rate for the merger.
  • The newly issued shares started trading on August 2 nd .

Strong shareholder base

Source. CNMV as of 27/10/2021.

.

33

Income statement. Proforma

Million
euros
1Q20 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21 QoQ (%) 9M20 9M21 9M21 vs
9M20 (%)
Net Interest Income 287 268 283 286 277 266 251 -5.7% 837 793 -5.3%
Net fees 103 95 100 111 117 117 121 3.3% 298 355 19.1%
Dividends 7 4 2 3 1 17 1 -91.3% 13 19 41.4%
Associates 12 32 13 12 10 23 15 -32.9% 57 49 -15.3%
Trading income + Exch. Diff. 34 35 7 22 17 6 4 -35.9% 76 26 -66.3%
Other revenues/(expenses) (10) 24 2 (100) (2) (28) (7) -74.5% 15 (37) -344.0%
Gross Margin 433 458 406 335 419 400 385 -3.7% 1,297 1,204 -7.2%
Operating expenses (246) (243) (237) (231) (239) (240) (235) -2.2% (726) (714) -1.6%
Personnel expenses (150) (156) (149) (150) (145) (145) (141) -3.0% (456) (432) -5.4%
SG&A (74) (65) (63) (56) (69) (69) (70) 2.1% (202) (208) 3.0%
D&A (21) (22) (24) (26) (25) (26) (23) -9.5% (67) (74) 10.0%
Pre Provision Profit 188 214 170 104 180 160 150 -5.8% 572 490 -14.3%
Other
provisions
(1)
(8) (17) (19) (24) (15) (38) (12) -69.0% (44) (65) 47.0%
Loan loss provision (69) (134) (108) (104) (77) (81) (57) -29.7% (312) (214) -31.2%
Other
profits
or
losses
(23) (55) (1) 1 4 0 (10) nm (79) (6) -92.3%
Pre Tax
profit
86 9 41 (23) 92 41 71 74.9% 136 204 49.7%
Tax (21) 1 (6) 6 (26) (5) (18) nm (26) (48) 86.9%
Net Income 65 10 35 (17) 66 36 54 49.5% 110 156 41.0%

Legal income statement

Million
euros
9M21 Merger
adjustments
9M21
(excl. Adjustments)
Net Interest Income 495 495
Net fees 228 228
Dividends 15 15
Associates 31 31
Trading income + Exch. Diff. 31 31
Other revenues/(expenses) (14) (17) 3
Gross
Margin
786 (17) 804
Operating expenses (484) (484)
Personnel expenses (298) (298)
SG&A (139) (139)
D&A (47) (47)
Pre Provision Profit 302 (17) 320
Other provisions (57) (22) (35)
Loan loss provision (126) (126)
Other
profits
or
losses
2 2
Badwill 1,301 1,301 0
Pre Tax
profit
1,422 1,262 160
Tax (27) 12 (39)
Net Income 1,395 1,274 120

Balance sheet

Million
euros
30/09/2020 31/21/20 30/06/2021 30/09/2021
Cash on hand, Central Banks and Other demand deposits 4,600 6,667 8,855 15,367
Assets held for trading & Finantial assets at fair value through P&L 362 284 169 356
Financial assets at fair value through other comprehensive income 2,440 1,494 1,040 1,346
Financial assets at amortised
cost
28,611 29,391 29,676 56,839
Loans and advances to central banks and credit institution 1,115 1,762 1,736 1,453
Loans and advances to customers 27,496 27,629 27,939 55,386
Debt securities at amortised
cost
20,564 22,157 20,951 24,932
Hedging derivatives 589 617 657 796
Investment in joint ventures and associates 376 362 368 1,030
Tangible assets 1,155 1,145 1,122 2,273
Intangible assets 73 74 77 84
Tax assets 2,674 2,741 2,770 4,760
Other assets 456 367 393 626
Non current assets held for sale 245 244 235 735
Total Assets 62,145 65,544 66,313 109,144
Financial liabilities held for trading & at fair value through P&L 21 12 24 29
Financial liabilities at amortised cost 55,685 59,053 59,916 99,616
Deposits from central banks 5,011 4,998 5,456 10,318
Deposits from credit institutions 2,306 3,805 3,596 3,864
Customer deposits 46,847 48,701 48,691 82,041
Other Issued Securities 369 363 366 1,916
Other financial liabilities 1,152 1,186 1,807 1,477
Hedging derivatives 455 609 609 1,053
Provisions 798 799 723 1,118
Tax liabilities 268 258 267 411
Other liabilities 842 809 808 902
Total Liabilities 58,070 61,539 62,347 103,131
Own Funds 3,991 4,001 4,049 6,161
Accumulated other comprehensive income 84 4 (84) (149)
Minority Interests 0 0 1 0
Total Equity 4,075 4,005 3,966 6,013
Total Equity and Liabilities 62,145 65,544 66,313 109,144

Important legal information

This presentation (the Presentation) has been prepared by Unicaja Banco, S.A. (the Company or Unicaja Banco) for informational use only.

The recipient of this presentation has the obligation of undertaking its own analysis of the Company. The information provided herein is not to be relied upon in substitution for the recipient's own exercise of independent judgment with regard to the operations, financial condition and prospects of the Company. The information contained in this presentation does not purport to be comprehensive or to contain all the information that a prospective purchaser of securities of the Company may desire or require in deciding whether or not to purchase such securities, and, unless otherwise stated, it has not been verified by the Company or any other person.

The information contained in the Presentation may be subject to change without notice and must not be relied upon for any purpose. Neither the Company nor any of affiliates, advisors or agents makes any representation or warranty, express or implied, as to the fairness, accuracy, completeness or correctness of any information contained in this document and, by hereby, shall not be taken for granted. Each Unicaja Banco and its affiliates, advisors or agents expressly disclaims any and all liabilities which may be based on this document, the information contained or referred to therein, any errors therein or omissions therefrom. Neither the Company, nor any of its affiliates, advisors or agents undertake any obligation to provide the recipients with access to additional information or to update this document or to correct any inaccuracies in the information contained or referred to in the Presentation.

Unicaja Banco cautions that this Presentation may contain forward looking statements with respect to the business, financial condition, results of operations, strategy, plans and objectives of the Unicaja Banco and its affiliates. While these forward looking statements represent Unicaja Banco's judgment and future expectations concerning the development of its business, a certain number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from the current expectations of Unicaja Banco and its affiliates. These factors include, but are not limited to, (1) general market, macroeconomic, governmental, political and regulatory trends; (2) movements in local and international securities markets, currency exchange rate and interest rates; (3) competitive pressures; (4) technical developments; and (5) changes in the financial position or credit worthiness of Unicaja Banco's and its affiliates customers, obligors and counterparts. These and other risk factors published in past and future filings and reports of Unicaja Banco, including those with the Spanish Securities and Exchange Commission (CNMV) and available to the public both in Unicaja Banco's website (https://www.unicajabanco.com) and in the CNMV's website (https://www.cnmv.es), as well as other risk factors currently unknown or not foreseeable, which may be beyond Unicaja Banco's control, could adversely affect its business and financial performance and cause actual results to differ materially from those implied in the forward-looking statements.

Market and competitive position data in the Presentation has generally been obtained from industry publications and surveys or studies conducted by third-party sources. Peer firm information presented herein has been taken from peer firm public reports. There are limitations with respect to the availability, accuracy, completeness and comparability of such data. Unicaja Banco has not independently verified such data and can provide no assurance of its accuracy or completeness. Likewise, certain statements in the Presentation regarding the market and competitive position data are based on the internal analyses of Unicaja Banco, which involve certain assumptions and estimates. These internal analyses have not been verified by any independent source and there can be no assurance that the assumptions or estimates are accurate. Accordingly, undue reliance should not be placed on any of the industry, market or Unicaja Banco's competitive position data contained in the Presentation.

This Presentation includes accounts and estimations issued by the management, which may have not been audited by the Company's auditors. In addition, this document includes certain Alternative Performance Measures (APMs) as defined in the guidelines on Alternative Performance Measures published by the European Securities and Markets Authority on 5 October 2015 (ESMA/2015/1415es) (the ESMA guidelines). This report uses certain APMs, which are performance measures that have been calculated using the financial information from Unicaja Banco and its affiliates but that are not defined or detailed in the applicable financial framework and therefore have neither been audited nor are capable of being completely audited. These APMs are aimed to enable a better understanding of Unicaja Banco's and its affiliates' financial performance but should be considered only as additional disclosures and in no case as a replacement of the financial information prepared under International Financial Reporting Standards (IFRS). Moreover, the way the Unicaja Banco defines and calculates these measures may differ to the way these are calculated by other companies, and therefore they may not be comparable. Please refer to Unicaja Banco's past and future filings and reports including those with CNMV and available to the public both in Unicaja Banco's website (https://www.unicajabanco.com) and in the CNMV's website (https://www.cnmv.es) for further details of the APMs used, including its definition or a reconciliation between any applicable management indicators and the financial data presented in the consolidated financial statements prepared under IFRS. In any case, the financial information included in this Presentation has not been reviewed to the extent of its accuracy and completeness and, therefore, neither such financial information nor the APMs shall be relied upon.

Neither this presentation nor any copy of it may be taken, transmitted into, disclosed or distributed in the United States, Canada, Australia or Japan. The distribution of this presentation in other jurisdictions may also be restricted by law and persons into whose possession this presentation comes should inform themselves about and observe any such restrictions. The securities of the Company have not been and, should there be an offering, will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or the U.S. Investment Company Act of 1940, as amended (the Investment Company Act). Such securities may not be offered or sold in the United States except on a limited basis, if at all, to Qualified Institutional Buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A or another exemption from, or transaction not subject to, the registration requirements of the Securities Act. The securities of the Company have not been and, should there be an offering, will not be registered under the applicable securities laws of any state or jurisdiction of Canada or Japan and, subject to certain exceptions, may not be offered or sold within Canada or Japan or to or for the benefit of any national, resident or citizen of Canada or Japan.

THIS PRESENTATION DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER FOR SALE OR SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES NOR SHALL IT OR ANY PART OF IT FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH ANY CONTRACT OR COMMITMENT TO PURCHASE SHARES. ANY DECISION TO PURCHASE SHARES IN ANY OFFERING SHOULD BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION ON THE COMPANY.

By receiving or accessing to this Presentation you accept and agree to be bound by the foregoing terms, conditions and restrictions.

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