Itaúsa S.A. (ITSA4) Earnings Call Transcript & Summary

August 16, 2022

B3 - Brasil Bolsa Balcao BR Financials Banks earnings 94 min

Earnings Call Speaker Segments

Priscila Grecco Toledo

executive
#1

Hello. Good morning. Priscila Grecco, CFO with Itaúsa. Welcome to the focus on results. This is the first session organized in this live format. And we're going to share with you the financial results of the first quarter of 2022 -- first half, sorry. It's a great pleasure to be in this event with Alfredo Setubal, our President and Director of Relations with Investors at Itaúsa. Good morning. Welcome, Alfredo.

Alfredo Setubal

executive
#2

Good morning, Priscila. It's a pleasure to be here with you and all the other shareholders, investors, analysts.

Priscila Grecco Toledo

executive
#3

Thank you for watching this live transmission. We are here on the Virada Paulista. This is what you saw on the short video that you saw in the beginning of this introduction. This is the headquarters of Itaúsa. It is a very important beauty here in the history of São Paulo. And we are here in the studio of Itau which is also located on Virada Paulista. I hope that you will enjoy this event. So let's go. So we have a couple of announcements for housekeeping. In order to have more transparency and be closer to you, investors and shareholders, so in this event, we decided to open the doors to welcome all of you in this new format, that seeks to share our performance and also our portfolio. We also plan to have more dialogue with you and have an open access to all of you. So we like to invite you all to send your questions to our Q&A box. It is on the platform of this broadcast, is on the right of the screen. For those who are watching us through the cell phone, you just have to click on the icon that has -- question mark icon. And you can also interact with us by sending your comments and suggestions and criticism through Twitter. We are also monitoring everything that is going on Twitter. Use this hashtag [indiscernible] Itaúsa. And they will also be shown here during this live transmission. And in this broadcast, we also have simultaneous interpretation to English. You can have access to it if you just click on EN on the lower bar that you have on your screen. So -- okay. So this is here. So let's start. On the first session, we're going to cover several topics. So we're going to speak about the business environment, also results of the first semester restructuring of capital and liquidity management, income, which is something that I also generates a lot of questions from our shareholders, capital allocation and management of portfolio, ESG agenda, and then the Q&A session. And to start up -- or to start off, Alfredo, before we just come to the results and show the Itaúsa's performance and also from our initiatives, I would like you to speak about the environment of business, what is everything that was behind the first semester.

Alfredo Setubal

executive
#4

Thank you, Priscila. Well, I think that the business environment was very challenging in the first semester of this year. We could see that high inflation was affecting here in Brazil and also other countries. And this affected all the performance of our companies because of the high inflation rate and high inflation -- high interest rate. So products -- or the most basic products also suffered a lot because of this. An increase in the interest rate also affected it greatly. And it also affected the consumption. There is also a default that also increased. So I think that environment is very challenging. But I think that, by and large, we have done very well. The bank has grown. The companies in general, even though they have suffered from the inflation rate, especially the industry, there was also a reduction in the margin and also there was a reduction in products that are very much connected with consumption. And income has also lowered. But -- in the portfolio, we have companies that are leading their segments in their industries. And this has helped us in terms of resilience. These are companies that have very good capital. They have very good resources. So in general, the performance of our portfolio was very favorable by taking into account all of the circumstances that we have lived in Brazil and also abroad. We have shown resilience and also financial consistency, not only Itaúsa but also from other companies. Okay. So let's have a look at this macroeconomic context. Let's see how this translate into numbers.

Priscila Grecco Toledo

executive
#5

So the first semester, we had the growth of nearly 30%, BRL 6.8 billion, in terms of recurrent net profit. And this has -- this leads to a growth of 20.5%, which is a very solid growth compared to the previous semester. Net equity, this has shown a growth of 10%. It has reached BRL 67.5 billion in that semester, and market value of assets have reached BRL 96.3 billion in the semester. Further, I would like you -- well, given this landscape, how has this translated in terms of Itaúsa's performance in the capital market. Can you speak a little bit about that?

Alfredo Setubal

executive
#6

Well, traditionally, Itaúsa has shown very consistent results and they're also very good. Historically, the performance of our shares have been going through different ups and downs in the different cycles. But the performance has been very favorable in the short and the long run. Historically, we gave return higher than Bovespa. This is what you can see on the screen. It shows that has been good. It has been better than the index. And year-to-date, we have -- in 2022 has also been good. And this year has been much above the index. And Itaúº Unibanco is the leader, which -- where we have a greater interest. And the other companies where we have also an investment in the last 5 years. So the portfolio has shown very, very solid. And the market has recognized this with the good performance of our shares in the market.

Priscila Grecco Toledo

executive
#7

And another topic that is very much connected with this is the discount. We received -- I can see here that was a question from the audience. Gustav Andrade. He would like to know more about the level of discount of Itaúsa. And what is our view in terms of what is the fair discount?

Alfredo Setubal

executive
#8

Well, at Itaúsa, we consider that the discounts are very high. There is no technical justification for that. The companies are very consistent, and they are growing. They have shown good results in the last few years. They have been very well. There is no objective reason from the perspective of a technical explanation or the results. But I believe that one of the reasons that the discount has increased because it was around 20%, and now it has come to 24% or 25%, depending on the day, I think this is an adjustment of the market because of the dividends. We're going to talk more about this later on based on the conjecture and also the investments in our companies. The flow of dividends in the holding company has also decreased. And of course, it also mirrors what we paid in terms of dividends to our shareholders. But the discount has been around 24%. And -- I agree that it's a little bit exaggerated. But we want to have it dropped into 20%. And later on, we want it to come to 15%.

Priscila Grecco Toledo

executive
#9

Now I would like to move on to the next part where we'll speak about... Well, now that we have just given you an overview of everything that happened in the first semester. We also spoke about the devaluation of Itaúsa. I would like to call the attention of people about the breakdown of the net earnings of Itaúsa. We have here their own result, which is based on all the strategy that we have implemented, and this has also been relevant to our earnings. We have closed away BRL 6.8 billion in recurrent net profit, which is something that we can mirror to what we have reported in the previous year. You can see that below, which is the 30%, and this is the breakdown of these earnings. Great part of that comes from our initiatives, nearly BRL 6.2 billion. This is for equivalence of equity. But here, we have other components, which is their own result, which is administrative cost of Itaúsa and also taxes and expenses, but it also mirrors a capital gain based on transactions of sales of assets that I will detail further on. This also impacts the selling of XP shares. And this is financial result. We will also go into detail this later on because this is the result of all the leverage initiatives that we have implemented. This semester, we had [ 250 ] of expenses because of all the debentures and also there was an increase of Selic rate which also led to these great expenses, especially related to the debentures that we have issued in the last few years. And now speaking about our own results. So as I said, the result before was equivalent to [ 169 ]. And now we have a positive number of nearly [ 900]. And there is a component that is very important, which is the selling of the XP companies. There were 2 transfers of sales, but this is the result of the first semester. So this is just one of them, which was in March '22, the shares that we sold. And this represents a capital gain of BRL 1.2 billion. And these are the tax expenses. This is our expenses related to PIS and COFINS, and especially of Itaúº Unibanco. And in terms of administrative expenses, we have a lot of material related to the core business. So these are the expenses that are always here, especially when we hire new consultants. I would like to speak about our financial expenses. As Alfredo said, we have had an evolution of that, especially when it has to do with an increase of the Selic rate that contributed to an increase by BRL 100 million. And also the fourth issuance of debentures that we should -- in mid last year to have more resources to buy shares in Aegea. So this has contributed to the increase of our expenses. And in this semester, we have a total of BRL 250 billion. And later on, I will speak about the strategy of our capital structure. Now this is the evolution of our results of the initiatives. I'd just like to remind you that the variation there compared to what we reported in 2021 is shown here. So we have BRL 5 billion. And now we have closed this semester with nearly BRL 6.2 billion. So this means 14% increase, and this is pretty much related to what Alfredo said before. This shows how strong the companies are, especially considering the challenging context we are living in this semester. And part of this growth when we see Itaúº Unibanco that has had a very good performance in the first semester, robust growth of credit portfolio. And it also has impacted all the profit margin with the clients. But I think the other lines of results are also very consistent. And this is also offset by the cost of credit and default. And XP, we had a recognition of 6 months of results compared to the previous year in which we had only 1 month. So here, we can normalize results. And NTS, as you know, we do not do any equity equivalence. This is a financial asset. So every quarter, we make a new evaluation of the assets. And this is much impacted by the inflation rate indicators, especially for long-term agreements that the company has. So in this semester, it was heavily impacted by the devaluation of this asset. It was a fair value. And Copa Energia this semester was very important in terms of results, and it reflects the recovery of margins. After a sequence of increases of the cost of their major products, which is their LPG, and Aegea has also come to a normal position, especially as a result of the next -- of the last initiative and thus Alpargatas has shown a decrease compared to last year. And 2021 was a company where they have shown a record in results. But this has shown how the market has shrunk. And it has also been affected by the heavily or the high inflation rate, especially compared -- especially on raw material. And now we have the BRL 6.2 billion in results. So Alfredo, I would like you to make comments on all these platforms and what people can expect in the second semester. What would you like to highlight here?

Alfredo Setubal

executive
#10

Well, in a nutshell, I can say that all the results of these companies have been disclosed and has also been in the media and committed by analysts. But in the case of Itaúº Unibanco. I would like to say that the result has been very consistent, much above in terms of quality compared to last year. I think that the numbers have been very solid, an increase of revenue and margins with clients and business margins. The services have also grown a lot. And something important is that for the first time in its history, the bank has reached an effectiveness index of 39%. So we have dropped -- or we have come below 40%. The lower it is, the better it is. So this has caused over revenue. So the better the efficiency, the better the earnings. The year was very good in terms of income, quality, credit and costs. And we are still focused on 2 major components of the strategy of the bank, which is client focus and use more of technology. We have 13,000 people that are totally dedicated to technology. And we have been transferring all our systems and applications to the cloud. And we want to have 60% of everything in the cloud by the end of this year, which will also allow to reduce the gap that we have compared to fintechs and other companies that are much more focused on some products. So I think that the semester was very good for Itaúº Unibanco. Now moving on to the other 2 more traditional companies in our portfolio. Let's start with Dexco. As you said, Dexco had the best results last year. It was the best result in its history. It was really an exceptional extraordinary period, especially in the growth of civil construction. This year, because of the interest rate and everything, of course, everything is being more impacted from the point of view of sales. There was also deceleration of the economy. And -- but the company is doing well in terms of results and especially in terms of the EBITDA, even though with a loss or a drop in revenue, they have had very good cash flow, especially with regard to what we expected it to have, especially because of the mix of products. I think that we have a more a good mix in the most basic products, but the other was -- the more sophisticated ones, they have shown great resilience, and this is where they have better products. And something that has not been giving enough light is our operations of cellulose. These operations started in April this year and is still being developed in terms of production. Lenzing is Austrian company. We have 49% of the company. They have the control of it. And we are going to have a result by equity equivalence. And until December when this cellulose company to be at full operation, it is still growing in production. So next year, we're going to have a full production of LD and this will, of course, be mirrored in our results. And we want to have positive results this year because the production of this company is sold to LD which is Lenzing. They will buy all the production of LD. So next year, we have to say that we're going to have very good results in this area of cellulose. Now with our expansion plans, we have announced it last year of BRL 2.5 billion for the next 2.5 years and we are accomplishing it by increasing our capacity. And then in the medium long run, we want to see the recovery of the civil construction segment. Alpargatas has also faced a very challenging landscape just like Dexco. But Alpargatas today is a company that basically focus on Havaianas, the sandles and also the other accessories. And it was also impacted by the crisis here in Brazil and also abroad. But I think that it has a fantastic brand and it has shown good results despite the conjuncture. And Rothy's an American company of sustainable shoe that we bought. So this is something to be highlighted to produce accessories that are also sustainable. And this is our startup, it is still growing. And we believe that it will also contribute not only to internationalize the brand, but also to improve revenue of Alpargatas. So next year, we expect this company to show very good results or positive results. I think that we're doing well. In terms of Copa Energia, I think that last year, we were still looking for synergy and integration between Copagaz and Liquigás. This year, they have been better, they have recovered their margins. And they also have a better cash flow now. And we are working on the business plan with them in terms of reducing the indebtedness of this company, which was 6x EBITDA when we made the transaction. And now we want to come to less than 4. So we are deleveraging process in this company. And as to Aegea, we -- this is a company that -- in which we bought 10% interest. It is a great private player, and it is a major platform in terms of sanitation. It has been growing. We bought in the -- during the bidding process of Setubal we bought 2 blocks, and the company is also in the deleveraging process, they are doing well, and we believe a lot that they will bring very good results, not only financially, but also benefit to the society in terms of public health improvement and the de-pollution of the rivers and also the Guanabara Bay. By and large, has been well, the companies are very resilient. And the earnings are very good considering the conjecture today. And I think that this will continue in the second semester.

Priscila Grecco Toledo

executive
#11

Excellent, Alfredo. Good prospects for our portfolio. It has shown how resilient and strong they are. Yes. And probably next year, we also have CCR. We are also going to mention that later. But this is the platform of mobility that we are now buying 10% interest. And NPS, everyone knows that, that also produce a lot of cash flow. We have received dividends, high CPs and everything that we invest in 2017. So they have been giving good return and also good cash flow. Yes. And considering the number that we have shown a valuation of [ BRL 18 million ] compared to the fair value that we paid for this company. I'd just like to remind you to send your questions through our Q&A session. We have received more than 100 questions. Yes, this is a good sign, isn't it? Yes, we have a lot of people just watching us right now. Now let's move on to the next session. This is a topic that is very important to us. Alfredo, I think something that has been monitored by the market is our capital restructure. And also, the evolution in terms of leverage. So now we're going to speak about this, and how we manage liquidity of our liabilities. We have always had more cash flow. You may remember this. We have always had more third parties' interest in our structure, this has increased to 7.1%. This means that this is still a percentage that is very solid and healthy and is also very significant in terms of our own capital. Now the thing is, where do resources come from? How is this -- or how can this impact dividends? I just would like to show you this. The debt that we have of BRL 8.1 billion, we have the portfolio in the market that has a value of BRL 96.3 billion, which is highly liquid. And this is our interest in XP. This is a non-strategic asset, as we have said before. But our interest in terms -- when we consider the prices by the analysts of market, we have come to BRL 9.1 billion in estimated market value. Now what is the amortization that we have seen for this? So starting this year, we have started the amortization of the debentures issued in 2017, and we have an annual schedule for this. When we consider the cash that we have today of BRL 2.4 billion and more money that we can have from the sale of XP, this amounts to [ BRL 11.6 million ] to pay the debt. So this is more than enough to pay the BRL 8.1 billion of debt that we have. And we're also going to have a surplus. So I think that this is a very comfortable situation to us, right, Alfredo? And when we consider the profile of our debt, we have a period of 4.5 years. So this is something very attractive and CDI 1.43 per annum and this shows how liquidity of Itaúsa is very established in the market. It's very comfortable.

Alfredo Setubal

executive
#12

Yes, I think that management of investments has been very good. We have tried to make very solid investments in order to have a bigger cash flow. And over the next few years, we, as companies, deleverage and also grow in terms of investments from nonfinancial companies. I think this is good news. I think then we have the opportunity over the next few years. We, of course, consider the amortization flow that we have, I think that we can still just perform the initiatives considering XP. When the bank announced the spin-off of XP, of course, it is a nonstrategic investment, of course. It's not that we don't like it. It is a company that has shown result, it has grown over the years, but we see that investment as something good. It has also contributed with -- greatly with our results. But the issue that we see is because it is a non-strategic investment of Itaúsa. And Itaúsa has sought to diversify its portfolio in order to have nonfinancial companies in its portfolio, and XP is a non-strategic asset. This is why over the years, we want to sell it in order to comply with our rules of amortization and also to reduce our level of indebtedness. And we can see that this is like a liquid coin. Every time we have to sell something, we see what is -- has a higher demand. And this is why I think that we are very good in terms of liquidity and cash flow. And we also expect dividends of CB to increase from these nonfinancial companies. They are going to increase in the next few years. So we have a lot to speak, but now we have... Alfredo, I think that this is the session that is the most important one. And we have had lots of questions and comments on this on the social media. Major part of the comments that we have received is related to income. On the platform, we have received more than 100 companies related to this. So I just would like to mention Bruno, [indiscernible], Mars, Aliano, Marcelo Lima [indiscernible] several companies have shown -- have sent their questions to us. I think this is a good moment for us to explain what's the policy that we use, what has been our practice what -- why some numbers have been dropping. What can we share with them. This is a very important topic because Itaúsa has always been regarded as a company that has had a very good dividend payment. And there has been a decrease in this flow for our shareholders. So let's explain them what has been our practice and how we see dividends and JCP. It is important to say that according to the bylaws, Itaúsa distributes 25% of its earnings, minimum. Of course, in some periods, it has been different. It has been higher than that. But right now, basically, we are just complying with the bylaws. Now we have quite a payments. And the bank pays monthly and we just pay on a quarterly basis to our shareholders. So this is what we receive from Itaúº Unibanco. This is our general practice. Itaúsa practices, in the last decades, a transfer to our shareholders, everything that we received in terms of dividends and JCPs from Itaúº Unibanco. And the rest of dividends that we distribute from nonfinancial companies is used to pay taxes and expenses of the holding company and so on. So this is the breakdown and the policy that we have adopted in the last years. So we have annual payments apart from the quarterly ones, so we pay dividends in August and also in February. And usually, we just complement the quarter payments this way. Yesterday, we have announced during the Board meeting, dividends that has been approved to be paid in August. So these are the 3 components. Now let's see the behavior of this in the history of Itaúsa. Here, we can see that the payout of Itaúsa over the years was of 37%. This is profit distribution the period of 2016. From 2017 to 2019, it was 83%, nearly 84%. So you can see that here there was a period in which the bank paid a lot of dividends. We have an excess of capital as a result of the previous years. And the bank was not expanding so much in terms of our credit portfolio and so the bank had a payout of 90%. So during this period of 2017 to 2019 was something out of the curve. Our shareholders did not realize that historically, we were at the right level, then we had an Apex. We had a higher payment. And we have paid dividends and JCPs at a rate of 25%, which is the minimum that we have. But we have good explanations for this. First, because there was a restriction of the Central Bank of Brazil in 2020 that the banks could not distribute more dividends than what was in the bylaws. So that in 2020, the bank had to pay 25%. But the banks still distributes 25% for a good reason. The bank is growing and the bank is producing more capital. but there is no surplus as it happened in the previous years. The bank has been growing in terms of credit portfolio and the growth has been significant. And its credit portfolio has also grown and also businesses in general. So the bank has paid less dividend for a good reason. It's not because the bank is doing badly, but it's because it is reinvesting in the growth of operations, and we have seen that the bank has grown in the last few years. but capital generation is not enough for the bank to have a payout of 44% that it has been paying to -- or that was paid into 2016. But anyway, the explanation is good. And for the same reason, we can see the same situation too in regard to the nonfinancial companies. So we see that dividend has decreased, but the companies we are invested in are growing. They are reversing their results, and this is why you expect that within a couple of years, these dividends from financial companies and nonfinancial companies will also increase. And then we are going to have a payout that will be at the same level of 2016.

Priscila Grecco Toledo

executive
#13

Yes, I think that this was very good to clarify. Now I just would like to add another piece of information. Here, we have a history of all the dividends and the revenue that we have from 2009 into 2021. And here we have a breakdown by year end. And in blue, we have seen their results from the nonfinancial companies. And the growth has come nearly to 1,000%. And as Alfredo said, as these companies deleverage and as they complete their cycle of investment, of course, we are going to see good results. The growth will be even better. So the prospects are good. Yes, the curve will also grow in the next few years. This is what we expect. And if we consider -- if we just eliminate these years when we had the highest payouts of Itaúsa, which was from 2017 to 2019, we can still have an average growth of 9.5% a year, which is higher than the major inflation rate indicators and interest rates.

Alfredo Setubal

executive
#14

Priscila, I think that it is important to say that the dividend or the yield is good. If we consider the future, the yield of Itaúsa in the next 12 years will be above the inflation rate, may be a little bit below the Selic rate. Let's see how it behaves over the year. But the dividend will be still 6% to 7%, which is still good payment considering the conjuncture now.

Priscila Grecco Toledo

executive
#15

Yes, that's it. And now the good news this is what we disclosed to the market, which was the announcement of the payment of BRL 927 million in JCP net price, which you will pay -- paid on August 30. And payment has to do with BRL 150 million that we have stated in March. So the payment will be on August 30. And also, this is a statement of the BRL 75 million that will reflect on the payment of BRL 927 million, that is equivalent to $0.10 per share. And the bank has also said that BRL 370 million will be paid in the future date, maybe next year. We're still -- or the Board of Directors still have to make a decision on this and the information will be disclosed later. Yes, probably January, March next year. Yes, this following the practice that we have had so far. So with this, we close this session, which is very important subject. And the next session is also very relevant. In the first semester, we have also seen good evolution with regard to our strategy of capital allocation and portfolio management. I would like you to make comments on our main highlights here.

Alfredo Setubal

executive
#16

I think that mostly the investment that we are about to finish this year. We are going to sign the definitive agreements related to Andrea [indiscernible]. They are selling their interest in CCR. We are buying this interest together with Votorantim Group. Both Itaúsa and Votorantim will have 10.3% of the capital in CCR. This is something very important in terms of governance for CCR. We expect to contribute to the growth of the company. I don't know if you know, but CCR is the biggest Brazilian platform of concessions connected to mobility. They manage airports, roads, ports, and they have an active participation in this industry, especially in the Southeast region, but they also operate in the south of Brazil and other states across the country. In metro -- sorry, in Bahia state, they also have the subway system under their management. So it is very important for us to finish this transaction together with [indiscernible]. And we're also very happy with this. I think that we're going to have a lot of opportunities for growth, and CCR also has a very good cash flow, and this will also improve dividends. And -- in the -- in the medium run, we expect to have good dividends to be paid. And this is coming from a no-financial company. This is BRL 3 billion that we have invested here. Part of that is used with our own money. And another part is made by the issuance of debentures that we made last year -- sorry, last week. So this financial aspect is very well solved. And now we have to participate in the committees and also in the Board of Directors, and we expect to be able to contributed to the growth of the companies.

Priscila Grecco Toledo

executive
#17

Yes, you also spoke about Alpargatas?

Alfredo Setubal

executive
#18

Yes, I mentioned that Alpargatas bought 50% of interest or 49.9% from Rothy's. It is an American company founded a few years ago. They produce sustainable products in shoe accessories and they have some great expansion. They basically work only on online sales. They do not really have many physical stores. And in the Board of Directors of Alpargatas, we chose in -- rather than just having another bet on behalf of the company, we decided to make -- we could also invest in a different way, but we decided to invest in shares. So Itaúsa invested BRL 800 million by increasing its interest because of some other shareholders that did not subscribe, but we are very optimistic. It is a strong and developing company. And next year, they will also contribute to the equivalents of equity of Alpargatas.

Priscila Grecco Toledo

executive
#19

And how about XP?

Alfredo Setubal

executive
#20

Yes, we made a lot of some comments in the beginning about this. It is a very good company. It is growing, not at the previous rate. It's just like China, they grew 10% before, and now it's not really that high. Same thing happened to XP, but the asset is good. It is still expanding their businesses, especially investments, funds and expansion of resources, equity. But we have divested over the years. But it is a company that we like, but we are going to sell it because of the reasons I explained before, because of our portfolio. We want nonfinancial companies to be in it.

Priscila Grecco Toledo

executive
#21

Now we're speaking about capital allocation, there is another topic that is very important, which is our repurchase program. We approved the program last year but we did not really execute everything that was in this program.

Alfredo Setubal

executive
#22

Yes, that's true. There are a couple of reasons for this. I think that the first reason is the increase of interest rate, we were forced because of this to have a bigger financial expenses than we had in the past when interest rate was only at 3% or 4%. So it was just -- we wanted to be more prudent in order not to increase indebtedness of the company, even though the levels were very low in terms of the share price, it came to BRL 9. But we also have another constraint, which is cash flow. Sorry, we cannot operate in moments where we have relevant events taking place either in -- where Itaúsa has shares or anything that can affect Itaúsa shares. So there are moments when we can really buy shares in the market. And I think this explains why eventually we did not really execute this plan or this program. We just actually made a couple of things that was in that program. Somehow, we missed opportunities to repurchase shares in very favorable moments. But okay, let's move on. We have investments in very solid and robust companies. They are still growing. We have other payments made related to that. And based on all of this, we are not renewing this program, which will expire this month. And the Board of Directors have chosen not to renew this program of repurchase. We are still considering the landscape and let's see the interest rate. And if we consider it to be timely, then we will just go back to this program.

Priscila Grecco Toledo

executive
#23

[indiscernible], thank you for the question. This is the question about the repurchase. So we finished this part and the next one has a very relevant topic. Alfredo, we spoke a lot about transparency during our previous sessions. I would like you to highlight our advancements in governance. We had several new things.

Alfredo Setubal

executive
#24

Yes, we had a movement of our governance process. Itaúsa always favors of good governance. Even though we are not in the B3 market, we are a level 1, but as much as possible, we want to be as close as possible to the best practices and the requirements of the market. Last year, we made a big update of our bylaws. We also opened the Board of Directors in a more formal way. In the bylaws, we used to have 1/3 of members that were independent -- we are now having more committees and they have a very good dynamic to the discussions. And now we have just created -- yesterday, during our meeting, we created the Audit Committee of the holding company. We only had a permanent tax audit company -- committee, sorry. But now we also have an audit committee that was appointed yesterday by the Board of Directors. So we have improved our governance a great deal. We want to provide more transparency. And like this event today, we want to show clearly our results. We also want to speak about our strategy in a more clear way. And here, we can see adherence to the Brazilian code of corporate governance. In 2019, we had 54.2%. And now we have 75% or 77%, and this has resulted from everything that the Board of Directors have approved. And next year, probably, we're going to reach more than 80% of this, and the average of the market is less than 60%. So in terms of governance and transparency, I think that we have done a lot.

Priscila Grecco Toledo

executive
#25

Also, let's speak about our integrated report. I recommend everyone to read it. It has a lot to do about our business model and how we prepare our initiatives. And something important here was the consultation that we made to 13,000 stakeholders that were heard, and they have given us their view about the aspects or materials that we should take into account in our strategies for the next few years. So all these topics of material was very much discussed here with the high management. And this topic was very much addressed in this survey. For those who are interested in understanding how Itaúsa decides on its investments, what is the rationale behind it, this report is something that is very good to show it. It has like 70%, but it has lots of charts and good things for you to go deeper into this topic. You can read -- it is available on our website, it's very easy to have access to it. Now about people management, Alfredo.

Alfredo Setubal

executive
#26

Well, we work a lot on the management of people. For the second year, Itaúsa was -- is considered one of the great companies to work. I think that this is important for the internal environment. And we also have worked together with our controlled companies and invested companies. We want them to also address this issues of diversity, focus on education, training. It's not that they did not do things related to this, especially Itaúº Unibanco, but we want these companies to also address other issues of social initiatives and environmental initiatives. And we want also to help influence the agendas of the company so that they can also focus on these relevant topics. So this is why we also have taken this into account not only in their Board of Directors and in the companies, but also in the new investments that we make. We have also considered this as something very important. So the ESG agenda of company is something very important to us.

Priscila Grecco Toledo

executive
#27

Now speaking of all the developments that we have seen in terms of communication, everyone knows that we have a base of shareholders, there are more than 900,000. So the base is also very young. They are very young age. And -- yes, so the audience is basically in their 20 to 25 years and so they are in their 20s. So we understood that it was very important to focus on this audience in our communication. Yes, we have many individuals in our base of shareholders. So we also increased our presence in our -- in the social media. We shared all the good news of Itaúsa and our portfolios. So everything is now available in social media with a very straight and transparent message. This year, we started focusing on Twitter. We are there in nearly all the social media. We have several followers in Instagram and also YouTube. YouTube, we have a number of views that come to 3 million views. In Instagram, 25 million of impressions on our process. And we have also used different ways to communicate with people. Alfredo, for example, has shown or has recorded videos to speak about the results of the company. We also have the Q&A through Itaúsa. So Ask Itaúsa, the name of the program. We have used these videos or short videos in order to bring content to the people in an easier way. So this is an example of our commitment with transparency. And speaking of it, I would like to invite you all to our next event, which is Panorama Itaúsa, which will be held on December 1. So please save the date, we want to see you there. And we're going to disclose more information on this event very shortly. So Alfredo, before we move on to the next session, which is the Q&A, I would like to know if you have any final message or any final comment to make?

Alfredo Setubal

executive
#28

I just would like to reinforce that we have a very good portfolio. It is also very solid. And it is in a growth process, deleveraging some companies. We have very strong brands and market share or companies that have very good market share in the industries in which we operate. And all of this will result in dividends in the medium term to our shareholders. I think this is it. Let's move on to the Q&A. Thank you.

Priscila Grecco Toledo

executive
#29

Alfredo, we received questions from the platform. We have received several questions here from the audience. And also, we're going to have analysts -- market analysts asking questions to us. Please do send your questions by using the Q&A icon on the platform. It's very easy for you to find it. Send your comments through the social media. We're also monitoring everything that you post. And also I would like to say that we have a survey. It is a satisfaction survey that is available on the platform, too. It is very important to have your feedback on this so that we can understand what are your expectations, what we can still add in order to improve. We want to continue evolving or developing. Yes, curiosities that you may have or anything that you want to see discussed here, and something that you want to see in our future sessions. I'd like to start by passing the floor to Thiago Batista, our first guest. He is from UBS. And he is live.

Thiago Bovolenta Batista

analyst
#30

The first question is regarding -- financial companies are close to Itaúsa expenses. So taxes is very similar to financial results. And in terms of the company's cash flow, in the medium term, do you think that Itaúsa will be able to pay an amount that is higher than Itaúº? Do you believe that this will be something that will be more constant? Second question, you mentioned a lot about Itaúsa's leverage. It has come to 7% in CCR. I think this is the highest level, and I would like to know whether this has caused any discomfort and possible the investment next be if this will be used to amortize the debt of Itaúsa.

Alfredo Setubal

executive
#31

Sorry, but the sound was very poor for simultaneous interpretation. I think that I briefly mentioned this during the presentation. We expect the financial companies because Itaúsa leverage itself, as you said. We have a debt today of about BRL 8 billion. But the companies in which we invested also leverage in order to make acquisitions and investments for their growth. Our expectation is the following: over the next few years, and this is what we have seen happening at Aegea and Copa Energia, for example, they have been deleveraging themselves. Aegea will also have to make important investments, but their EBITDA has been very comfortable, and we expect it to increase their base of payments in the next few years. Same thing to [indiscernible]. So these investments that we have made, companies are de-leveraging by reducing the necessary CapEx for their investments. Duratex also has an investment of BRL 2.5 billion. So as soon as we receive this dividends from nonfinancial companies. We believe that we're going to see a growth and then we can increase dividends paid to the shareholders. We don't see Itaúsa retaining money because this is not efficient. Considering an increasing inflow and the selling of XP in order to amortize the debt that we have and the debt level of debt is what we consider to be adequate. We have discussed this -- about this with the rating companies a lot. And because of the liquidity of our companies and cash flow that we have, that level could easily be a little bit higher than that. But this is not our policy in the short term. So we just want to reduce payment by selling XP. And with this, we can have a very good cash flow. And then depending on domestic and international conjectures, we want to think on other investments with Itaúsa. But we want to go slow with that and with care.

Priscila Grecco Toledo

executive
#32

Thank you. Thiago, thank you very much for your participation. Alfredo, we have a question from the platform. This is about diversification of portfolio. On the platform we received from [ Eltom]. They ask, do we want to add anything in the portfolio in the short term? And which is the segment we have an interest in? Is electricity one of them?

Alfredo Setubal

executive
#33

Thank you very much for the question. Right now, we do not want to invest. We do not want to make any new investments. We studied the opportunities, of course, and CCR, the cycle that started in 2019. This is the last company in which we invested. So I think that now we are just going to stop with that. We are going to consolidate all these investments. We want to see these companies giving more profit -- becoming more profitable and include -- we want to increase the level of dividends paid to shareholders. So right now, I don't -- we are not thinking of having any new investments in the short to medium term. Of course, it may be that a big opportunity comes up, but we are now not seeking anything like that. We are just trying to consolidate the investment that we have made. We want to deleverage the holding company. And we want to see higher dividends coming from our controlled companies and invested companies.

Priscila Grecco Toledo

executive
#34

Another question from Eduardo [indiscernible] from the platform. Is there any plan to invest out of Brazil?

Alfredo Setubal

executive
#35

No. No plan about that. We understand that Brazil is a volatile company. It grows -- and sometimes it grows, sometimes it grows more. So it's very volatile in terms of company and also in terms of politics. But this is the landscape we are using to operate. We have been here nearly 100 years, we have been investing in our companies. And we know how to handle these uncertainties and the volatility in the market. I think that Brazil is a country that still has a higher return rates in relation to our capital. We calculate capital by 14% abroad, it will be very difficult for you to have return to offset that risk. And this is why we still consider investments here in Brazil.

Priscila Grecco Toledo

executive
#36

Thank you, Alfredo. Our next guest, Gustavo Schroden from Bradesco BBI. Sorry, we have no sound in the booth. Sorry, cannot hear.

Gustavo Schroden

analyst
#37

[indiscernible]. But maybe the sustainable will be 15% I just would like to understand, what do you think that the market will be losing so that the discount will come to 50%? Or is any leverage of Itaúsa that can also be used over the following months or years? I just would like to understand what do you still need to have a better result? Because, of course, we understand that there is a cycle. You spoke about the dividends and also financial leverage. But the 15% is something that caught my attention. If you can elaborate more on this, I would appreciate.

Alfredo Setubal

executive
#38

Thank you, Gustavo. As -- when I said 15%, I think that any holding company has a discount, either because of diversification or because the investor wants to invest diverse investments by himself. But we also have a tax inefficiency because we have a holding company. And we also have some other sub-holding companies that produce this tax inefficiency. So I believe that 15% is a correct number. This is the number for discount. And by taking into account the diversification and also tax inefficiency. I think that it's difficult to come to that because in the short term, the market sees Itaúsa as a cheap way to buy the bank, indirectly speaking. And the market values our portfolio very little. It is a wonderful portfolio. It has excellent companies with great brands. They are leaders in their markets. So I think that the market has not valuing this portfolio in a fair way. This is a portfolio that we have created over the next -- over the years. As companies consolidate and when they produce dividends and et cetera. And of course, when we are able to distribute this dividend because Itaúsa does not want to keep it, of course, it is not good for tax reasons. So as all of this consolidates, I think that now we're going to see the discount below 20% in the next years, between 15% to 20%. I think that the market has to believe more in that. Itaúsa is not only Itaú Unibanco. We have also interest in other companies. And these companies have had a return that is higher than Itaú Unibanco. And time will show that this discount is really too high. We don't really have any magic to make just to show you -- we have made a very good investment. We have diversified investments, and this has been good in terms of profitability to the company.

Priscila Grecco Toledo

executive
#39

Thank you, Gustavo, for participation. Alfredo, this is a question from the platform. Paulo Martini, [ Luis Grappa ], [ Rodrigo Navis ], [indiscernible], they asked whether we plan to migrate to a new market and transform our shares in [indiscernible] and what are the difficulties?

Alfredo Setubal

executive
#40

Well, Itaúsa is a holding company, it was created in 1975 it was under the old law of the -- corporate law. And because of this, it was allowed to have a leverage of 1/3 of shares -- ordinary shares and preferable shares. And shareholders hold 30% of the total capital of Itaúsa, we have ordinary shares and also preferential shares, but there is no project or there is no idea to turn these preferential shares into ordinary ones. There is no study about that. What we have is what I mentioned before. We must have -- we have the best practices. We have a very good -- the best practices. And we want to have a [ CVM ] ranking in terms of governance corporate, which is above 80%. And we want to show that the government is the most important one. It means quality, transparency. We are in the market. Whether they are common stocks or preferred stores is not really what matters. What is important you can see there is that we have in our bylaws, a [indiscernible] loan of 80% for our preferred stock -- preferred shareholders. If the price can be higher than what is negotiated in the stock market, all the shareholders will be benefited by at least 80% of the [indiscernible], which is mandatory for those who also buy that. Of course, the control of the company is not on sale. But if there is any change in control, of course, the preferred shareholders, we have the right, 80% of that. So I think that the preferred shareholders very -- they have comfortable position because of the governance. We have all the best practices implemented. We also have independent members participate in the Board of Directors. And more than that, they're also leading processes. So I think that our governance plus a [indiscernible] will also make the situation very comfortable. And also, we have a tradition of being very ethical, have good management. And we have no history of any mal-conduct. We have no lawsuit. So of course, this results from transparency, good governance and good history of the company as listed company. This is why we have this number of shareholders apart from our portfolio, which is very robust. And this is why investors can be very comfortable with this.

Priscila Grecco Toledo

executive
#41

The next guest is from [indiscernible].

Unknown Analyst

analyst
#42

First of all, well, thank you very much for the results. And just a follow-up to XP to see if I really understood the situation. The idea to invest in the company is because it is very much connected with the program of amortization of the debt. It can also be accelerated, considering -- '24, sorry, I have 2 different sounds coming to the simultaneous booth.

Alfredo Setubal

executive
#43

Thank you for your question. Basically, we want to combine the XP share sales with the amortization program. But as we did -- during the month of June, we sold 7 million shares of XP. And this was a complement to pay part of our investment in CCR. So we use the shares of XP. And we also -- differently from other investments in which we leveraged 100% through the issuance of debentures. In the case of CCR, we chose to have 50% paid from our own cash flow. And also, we have shares so from XP to pay for this and another 50% was from the debentures. And another thing that we may have is from tax point of view. We also have to offset the [indiscernible] of the payments made in order to offset this. And somehow, we want to minimize the taxes to be paid by the company. So these are 3 different ways that we have to handle according to the need. Priscila, would you like to add anything to that?

Priscila Grecco Toledo

executive
#44

Yes, I think that you covered all. We have a tax laws as a holding company. So we have to see how we can optimize the way.

Alfredo Setubal

executive
#45

Yes, we don't have any kind of recipe. And because there is some inefficiency, we have to offset that with different income and the sale of XP can be something that can be used for this kind of compensation.

Priscila Grecco Toledo

executive
#46

Thank you, Thiago, for your participation. We have other questions coming from the platform, Alfredo. I think that there is one that I can answer. From [indiscernible], speaking about the investment in CCR, if they will be assessed by the asset equivalence method and when it's going to come into our bank statements. Well, as you said, there is payment to close this transaction that will be made in the next weeks. Yes. We are going to finish this transaction in August. So starting in September, we are going to have the results. And this will be made by this method that you mentioned because this we have a governance that will be very influential in this. We're also going to have representative in each committee of this company. We have 2 members in the Board of Directors. Another question from the platform, what other sectors are considering investment? I think that you also mentioned that [indiscernible], the timing of XP share sale, we also mentioned that, the decision process of new investments from [indiscernible].

Alfredo Setubal

executive
#47

Well, during the presentation, we mentioned this. But if you want to go deeper into that, you can also read integrate a report, which is available. It speaks all the process that we have inside the bank in order to decide on these kind of investments. We take into account companies that have growth potential. We do not want to invest in companies that do not have that. We want to see companies that can effectively grow their businesses, companies that are leaders in the market or strong brands, companies that have very good brands that can also produce cash flow. And even more, we have seen the focus of the company, how governance is, how they have operating of ESG and environmental, social and governance. There are some sectors, some industries in which we do not invest because they do not meet our values or do not agree with our values that not meet our requirements in terms of ESG. And also in terms of governance. So this is a mix of factors that we take into account when we make a new investment.

Priscila Grecco Toledo

executive
#48

So Alfredo, our next speaker Jason Mollin. He is from Scotiabank. He is coming live.

Jason Mollin

analyst
#49

[Foreign Language], Alfredo, Priscila. Alfredo, you did mention that Itaúsa is trading at a larger discount to net asset value than we have seen historically, and that you see a 15% discount as more reasonable due to the holding discount and fiscal inefficiencies. And this is really a follow-up on the question that was previously asked by Gustavo. So I've been talking with investors about ways to reduce the discount. And one suggestion that comes up is buying back Itaúsa shares. And you did mention that you didn't buy as much in the share buyback previously and that -- I don't -- I believe that the share buyback plan was not renewed. So could we see a renewal of the share buyback plan in the near term? And then maybe as a follow-on, I would cite the low multiples, the low valuation of Itaú Unibanco versus history, and maybe has Itaúsa considered increasing its stake in Itaú Unibanco, given this could be a good entry point or if you think it's a good entry point? [indiscernible].

Priscila Grecco Toledo

executive
#50

Well, just for people to understand, one of the level of discount of Itaúsa and of what you have mentioned, according to what is reasonable that in discount that will be about 15%. And one of the suggestions is why we are not more active in repurchase, and the second question has to do with the valuation of the bank and the quotation of the current share.

Alfredo Setubal

executive
#51

Well, I'm going to answer in Portuguese, Jason. I'm sorry, but you can understand Portuguese, too. But if you want, you can also follow through the simultaneous interpretation. Well, there is no doubt that buyback will be something very relevant, especially for investors because we understand that the shares have been negotiated with a discount or with a price that is not really the real one. But right now, we have some constraints, especially because of the future cash flow, because the financial expenses, because of the higher Selic rate has made things more difficult. Last year, we have BRL 20 million or BRL 30 million in financial expenses and now it's BRL 250 million without considering the fifth issuance of the ventures that we made last month. So in the third quarter, we're going to have additional corporate expenses. So importantly, we cannot have repurchased those shares because of our cash flow because basically, we have to deleverage the company and also amortize the debt that we have. So unfortunately, we are not renewing this. Well, we discussed this discussion -- we discussed this in the Board of Directors yesterday. So we are not doing -- we're just using that in the short run. As interest rate decreases as we have more cash flow, so undoubtedly, we are going to have this program repurchase. We're going to open a new one in the medium term. I have no doubt about that. But because of this, we have to have a better situation in terms of cash flow so that we can invest in our own shares, which I consider this discount really exaggerated. It will be a great opportunity to repurchase that because I think that the price has been negotiated now is really not the actual one. As to the bank, we see the results that are improving at every quarter. Since 2020, we have faced difficulties because of the pandemic and everything else. But I believe that the bank is growing very well. It has shown very good results, and especially they are more consistent in terms of quality. This quarter's results have been very good in terms of provisions and income. So I think the bank result is very robust now. The market still discusses the role of the fintechs and other companies in the future. And to what extent Itaú Unibanco will be able to respond to these challenges, to this new competition. We are very confident that we have been responding very well. We have 12,000 people directly dedicated to technology. And we're going to close this year with 60% of our operations in the cloud, which will make our process more agile. This will allow us to use more applications. So this is why we expect that the market recognizes this in the next quarters, especially the quality of our results, and we are just bridging the gap of technology. And as I said before, we have 2 strategies that are very relevant right now. Focus on the customer, on the client, by reducing rates or fees and also having more clients and improving services and having more friendly applications. So over the next quarters, I think that the market will also give more value to Itaú Unibanco. We have been growing very consistently, especially in products and clients and technology.

Jason Mollin

analyst
#52

[Foreign Language].

Alfredo Setubal

executive
#53

But you cannot separate...

Jason Mollin

analyst
#54

Of Itaú Unibanco.

Alfredo Setubal

executive
#55

Sorry, cannot have sound here.

Jason Mollin

analyst
#56

[Foreign Language].

Alfredo Setubal

executive
#57

Well, I forgot that. I forgot to answer a portion of your question. No. We are not thinking of that, Jason. I think that the bank is doing very well. It is a market leader, and it will continue to be a market leader but the bank has constraints imposed by the Central Bank of Brazil and the growth has to be only organic. We cannot make big investments in the financial market. We can make specific investments as we have been doing, we bought a broking company and another company for investments abroad. So we can only make investments that will complement our bigger investments or existing investments. But right now, we cannot make big investments that will transform Itaú Unibanco in a major way. We can grow in nonfinancial companies that have a potential for growth. I think that every company that we have a very big investment project. And as I said, many of these companies, if not all of them, have better returns than Itaú Unibanco. So going back to the question on discount, I think that the price has been twisted and the market has not valued our portfolio.

Priscila Grecco Toledo

executive
#58

Thank you, Jason, for your participation. Have a good day. Now Alfredo, I just would like to tell you that we -- many people like [indiscernible], [ Elona de Monteiro ] [ Jacui ], [ Rodrigo Navis ], [ Roberto ], [indiscernible] have been complementing us. They have been saying good things about our new broadcast. And well, we have just -- time is up a long time ago. I just have another thing from another investor. He's a foreign investor, Ricardo [ Lavilla ] from [indiscernible] Capital Management. He has this question. Itaúsa has operated with new investments in portfolio. Can investor expect a return investment to more aggressive investments? Or are you going to have more investments in the current portfolio?

Alfredo Setubal

executive
#59

Thank you very much for your question, Ricardo. What I said is very important. I believe that in medium term, meaning 2 or 3 years or 4 years, we are going to see these companies in which we have invested lowering or diminishing their CapEx. The bank has decreased its payout. It has also decreased its [indiscernible] dividend distribution for a good cost because the bank is growing. It is expanding its credit portfolio. It's growing its results. You can see the results that the analysts expect for our bank and the company. All of them are expanding. So the dividend decrease is for a good reason. The shareholders receiving less money, but on the other hand, he has had a very big equity, BRL 50 billion. Now we have BRL 67 billion in assets. because we have been distributing less in JCP. But why we are doing this? Because the bank is growing, that is growing just like Alpargatas and Aegea, Copa Energia. So this moment now is a valley. It's a valley which the companies are expanding, expanding their business as well, which is good. But at the same time, many of them are deleveraging, so they are trying to reduce their debt. And also this -- in a couple of years, this will result in more dividends. I have no doubt about that. But right now, we are in the valley. This is the valley where we have a very beautiful portfolio of companies, Dexco, [indiscernible], Portinari, [indiscernible] international market, CCR, the best platform of mobility, Aegea, the best platform of sanitation. So this is an extraordinary platform. And in the medium term, after we leave this valley period. And once we work heavily all the CapEx, then we're going to see very good increase in dividends. Itaúsa would not retain dividends, as I said before. It's going to distribute dividends to shareholders, and we will possibly use this -- we use the shares of XP to pay our liabilities. So this is a very good moment for companies. They are growing. And this is what is important to consider. Of course, the flow has decreased, but it would not -- it will go back to the 40% or 50%. It will not go back to the 90% of 2017 to 2019. That's something out of the curve. We are going back to normal, which is around 40% to 50% distribution payment.

Priscila Grecco Toledo

executive
#60

Well, unfortunately, this is the end of our event. Yes, I think that it was a very good partnership here, right? Thank you very much for everyone who participated here. We have more than 1,000 people watching us, and this content will be available on YouTube. So if you want to see this later, it will be available for you there. And the team of Investors Relations is -- will be very happy to answer any questions that you may have later. Every content that we have published or posted on our social meeting will also be available to you. So feel free to contact our team and send any other question that you may have. Again, thank you very much. And now I'll pass over to Alfredo for his final comments.

Alfredo Setubal

executive
#61

Thank you, Priscila. I think this was a very good partnership. We can think of having a show, having something on TV. But also I would like to thank, [indiscernible] from the [ RI ] team. You have had a very hard work. It's not easy to put up an event like this. It's a live program. Of course, it's difficult to have everything going well -- or doing well. And everything was a success. And thank you very much for the technical team here, the camera people and everyone in the backstage. They have been of great help to put up this event. I would like to thank all our investors for their trust. We have thousands of investors, we have a great responsibility with them in order to use our capital in a good way and to give them good return. Thank you very much to all the shareholders. And we want to have these companies that follow the ESG agenda, the agenda of growth and the agenda of diversity and that of expansion. And I think that importantly, we have been very good in our investments because we have covered all of this. We have created a very good portfolio of companies. They are very good and healthy and robust. Thank you very much. So thank you very much for trusting us, and thank you very much for watching us. Thank you to all these more than 1,000 people. And see you next time. Possibly, that will be Panorama Itaúsa in December. And then we're going to give you more details and the -- most probably the CEOs of the companies will also be taking part in this broadcast. It will be something very good to share content to you, which is something that is relevant to you. We want to focus on governance and be transparent to all of you. Thank you very much. Have a nice day.

Priscila Grecco Toledo

executive
#62

Thank you very much for watching us. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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