Banca Sistema S.p.A.

Banca Sistema S.p.A.

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Q2 FY2026 · Earnings Call TranscriptAugust 6, 2026

Operator

Afternoon. This is the Chorus Call conference operator.

Welcome, and thank you for joining the Banca Sistema First Half 2026 Results Conference Call. As a reminder, all participants are in listen-only mode, and after the presentation, there will be an opportunity to ask questions.

Should anyone need assistance during the conference call, they may signal an operator by pressing star and 0 on their telephone. At this time, I would like to turn the conference over to Mr.

Christian Carrese, Head of Investor Officer. Please go ahead, sir.

Hey,

Christian Carrese

good afternoon. Thank you very much for joining the first-half 2026 conference call of Banca Sistema.

Before starting the conference, I would like to remind you that all the press release presentation and analyst kit is found in the website of Banca Sistema, www.bancasistema.it, in the Investor Relations section and Results. Now, I hand over the call to the CEO of Banca Sistema, Mr.

Iacopo De Francisco.

Iacopo De Francisco

Thank you, Christian. Good evening to everyone, and thank you for joining on August the 6th at 5:00.

Thank you for being here now. Let me start with the headline.

This is the quarter where the integration stopped being a plan on a PowerPoint page and became a running business. The mandatory tender offer is closed, KK, Kruso Kapital, has been deconsolidated, and both boards have approved the reverse merger.

We are on schedule and, in some respects, we are ahead of it. Today, what I want to give you is a couple of things, a couple of messages.

I want to, let's say, give you a clean read of where the numbers stand. Second, I would like to give you a clear view of where this platform is going.

Both the reported figures and the adjusted figures will be very helpful to give you a sense of where we stand and where we are going. One very important point, one additional remark is the following: a clarification on the perimeter, because it's not the same on the consolidation perimeter.

It's not the same if you look at the balance sheet or if you look at the P&L. Because on the P&L side, Q1 includes CF+ only, and Q2 includes CF+ and Banca Sistema, but not Kruso Kapital that has been deconsolidated.

On the balance sheet side, Q1 includes CF+, Sistema, and Kruso Kapital, while Q2 does not include Kruso Kapital. This is very important because we have a moving perimeter, and the perimeter will change.

It is very important that we are able to give you the sense of what is happening on our numbers, both P&L and both balance sheet. Christian will be at your disposal to, let's say, clarify your doubts regarding our consolidated numbers.

Let's go to page 2 of the presentation. On the integration process, this slide gives you a very clear evidence of where we stand.

Let me walk through it because execution is the story in this quarter. On June 15, the mandatory tender offer closed.

CF+ stake in Sistema is 85.6%. On the 22nd, we completed the translisting of KK, and the deferred consideration was paid.

Kruso Kapital stake at the time was reduced to a little bit less than 5% and has been deconsolidated. If I have to give you the number of our participation in Kruso Kapital as of now, we are roughly above 2%.

We sold also a small remaining part, and our target is to completely reduce to zero our participation. On the 24th of June, Sistema and CF+ boards approved the reverse merger and exchange ratio.

By September, we expect the authorization of Bank of Italy on the reverse merger. By mid-November, the legal and IT migration, on top of all the operational merger, will be complete.

By year-end, we will present the new business plan. Every milestone here on this slide, either we hit it or we are on track to hit it.

Page 3. Last time, I brought you through our three key management priorities this year, and I would like to give you a sense of where we stand on each of these points.

I already mentioned the industrial integration. OPA is completed.

The KK has been deconsolidated. Both in terms of legal, organizational, and IT merger and synergies, we are, let's say, fully on track, and we confirm the timing.

On our second priorities, I called that last time stabilize NHS and PA factoring and roll out a new normal operating model. What we will describe in details today to you is that the assurance on the operational compliance to the new definition of default regulation and on credit and collection processes You remember that was asked in relation to the inspection that Banca Sistema had in 2024, was asked by the regulator, has been completed.

I will give you a sense of where we stand, what we have found, and what are the findings. Backbook.

We told you that we were studying a securitization. We were studying a disposal of the past due backbook.

In first-half results, you don't see yet those evidences, the impact of what we have done, what we achieved. Actually, this does not happen in first-half results because we submitted to Bank of Italy an SRT authorization.

We show up all the full numbers when Bank of Italy will complete its authorization process. We will give you now a sense of where we stand and what we have done.

We are keep on working on the front book. On number three, lay the foundations to unlock the platform full potential, this is where our energy is shifting now.

Here, we completely closed the securitization programs on tax credits. We reclassified securities portfolio in Banca Sistema from held to collect and sell to held to collect.

On all the other points, Spain JV, new business line, review football securitization, and the salary-back loan business, we are fully on track. One important point on the new business line, we already hired a new desk, a new team that will be active on structured and acquisition financing.

Let's go ahead on page 4. This is something that you well know.

I will be quick on the mechanics. The voluntary offer closed in March after the reopening period, and after the voluntary offer, we were at 80 80%.

After the mandatory offer, we are at 85.67%. Now, on the 22nd of June, KK deconsolidation happened.

This situation altogether, the 85%, the deconsolidation, and so on, forth, does have impact on the capital position. One important point is that, actually, we were putting in our pen the deconsolidation of Kruso in September.

From a formal point of view, this happened before, happened in June. What I want to highlight is that our capital position will be additionally improved by the fact that the credit line that it is still present in CF+ related to Kruso will be most of it will be closed by September, and therefore, there will be an additional release of capital related to the fact that Kruso will have a securitization instead of the credit line from Banca Sistema.

On page 5, the assurance. This is the review that we anticipated, and it's complete.

Let me give you the outcome directly area by area. First point, we verified the application of the new definition of default rules, materiality threshold, mitigant adoption.

We verified all the positions that have active mitigants. We verified all the IT and relevant systems in place.

What we have found and that has an impact of €40 million in terms of additional past due, it's been a new reclassification, is related to the materiality threshold formula that has been aligned to the latest, let's say, regulation, and this is the impact that it's been already taken into consideration in half-year results. Then, we went through all the allocation of collection procedure, IT, operational processes, organization, and so on, forth, and there is no material findings that we identified.

We reviewed tax credit and factoring litigation and the negative rulings. With negative rulings, the result has been an additional risk and charge position of €5 million.

The fourth area was the analysis of the resolution, where we assessed the classification and valuation needs. We have found that the legal construct is fully valid, and in terms of additional, let's say, impairment, we put €6.9 million additional impairment.

The overall assurance that we completed on what are the critical areas regarding the application of DoD in Banca Sistema related to 2024 Bank of Italy inspection have an impact of €40 million of additional past due and €11.9 million of impairments. Let's go to another important point.

In July, at the beginning of July, let's say, Banca Sistema signed a securitization of NPEs related to public administration exposure and submitted SRT findings to Bank of Italy. We are waiting for the authorization, and once it lands, we'll give you full details of the capital and P&L effects.

What I want to give you a sense of what is that and how it works. We are talking about €115 million transfer to the SPV, and in line with net book value.

Three rated tranches by Moody's, you see here what has been the effort done by Moody's, what is the rating on the senior note, what is the rating on the mezzanine, and then we have a junior note. We signed with a third-party investor binding agreements related the sale of the mezzanine and the junior note.

The very important point here is that the price at which the transaction will be completed once Bank of Italy will authorize through the SRT the sale is aligned to our net book value, it does not have economic impact from that point of view. One important point here is that clearly, you can understand that there will be a positive impact in terms of capital release.

The senior will be hold on our books. The senior risk-weighted asset is 70 sorry, density is 78%.

The impact that you see on this page comes from the overall reduction of exposure that will go out. On the other side, the fact that we will keep the senior at a 78% density on our book.

Clearly, all these effects and the validity of this transaction is subject to Bank of Italy authorization. Let's go on page 7.

Now, let's talk about the business itself, starting with volumes, because this is the number I care about most in this moment here. New volumes were up 36% year-on-year, to €3.8 billion.

That tells that the capital constraint that, as I mentioned last time, historically limited the commercial potential of Banca Sistema is gone. The bank was never short on demand, but it was short on capital.

You see here some evidences. Factoring is up 29%, NHS & PA is up 65%, corporate is up 13%.

Tax credit is up 70%, while financing, that you will remember is mostly related to guaranteed financing, is down 44%. Now, what is very important, let's remember, we are talking about aggregated data.

We are talking about the fact that we are putting together Banca Sistema and CF+ along the different business lines we have seen last time. In the next pages, also, I will show you details on the business lines' performance.

On the balance sheet, loans to customers are up 3% to €4.3 billion, and core funding is up 4% to €5.7 billion. The funding base is growing in step with the asset side, so that's a discipline that we want to see.

Page 8. This is the consolidated first-half '26 performance composition.

I'm going back to the consolidation perimeter, to the clarification that I gave you at the beginning as an introduction to these numbers. Here, we are seeing the P&L.

That means that half-year results include two quarters of Banca CF+ and one quarter of Banca Sistema. What you see here in terms of profit before tax is an overall result of €91 million, which is influenced by extraordinary items in a range of €75 million and a profit before tax adjusted of €16 million.

Let me start from the extraordinary items, because the size of the impact of these items is very relevant. The badwill is in a range of €96.6 million.

Then we have, as we mentioned already, €11.9 million of one-off loan loss provision related to the assurance that I just described. We have, as of today, €10.9 million of integration and transaction cost, and then we have other residual impacts.

What does this mean? That overall, the extraordinary items have a weight of €75.3 million out of €91.4 million of, let's say, profit before tax.

The ordinary, let's say, the ordinary results, let me call it the adjusted results, is €16 million. Let me point one element here.

On the badwill, it is real. It is IFRS compliant.

It arose because we acquired the Sistema below the net asset value. It won't repeat.

We are not leaning on it as operating performance. What is very relevant, if you go to the next slide, is that we are trying to give you also a sense of how the operating performance is moving.

In fact, from the €16 million of profit before tax adjusted for the extraordinary items, what we are showing you here, in the second column, what we call here aggregated first-half '26 results, which is pointing at €22.3 million of adjusted, relates to the fact that in this column, what we did is including also the first-quarter results of Banca Sistema, always without including KK. KK is excluded from these numbers, it's been excluded also from the first quarter of Banca Sistema.

This column that points at €22.3 million is a sort of, let's say, aggregated consolidated results under the assumption that deconsolidation would have happened including Banca Sistema and not Kruso since the beginning of the year. This is relevant.

This number is relevant. I'm spending time to give you the sense of the numbers because 2026 will be a year where many extraordinary items, many extraordinary situations will happen, where many one-off will be, let's say, put into the numbers, and where the consolidation perimeter will change.

It is very important that you try to follow us step by step in how the numbers create and what is the meaning of the number. If we take this €22.3 million and we compare, let's go to the next page, to the same number in first year sorry, first-half '25, this is the slide I'd like you to focus on.

On an aggregated basis, net banking income of point €85.5 million compared to last year €86.4. Net revenues in a range of €76.5 million compared to €67.9 million in first first-half '25.

The overall cost already started going down, and we have a profit before tax adjusted that this year is €22.3 million, as we already have seen, while last year on a peer-to-peer basis was €13 million. This is the results.

This is the comparison that is showing how, let's say, this year compares to last year. Okay.

Page 10. Last time, we introduced the point of unit economics.

The way, from a managerial point of view, we look at our businesses, the way we analyze businesses, the way we analyze their performance. It is a process ongoing where we are, let's say, I'll say week by week improving the methodology, aligning the methodology.

We are not yet there. One important, let's say, point I would like to underline here is that both cost of funding and operating expenses allocation methodologies are still under review.

I will mention, let's say, clearly where especially cost allocation might have, let's say, a significant impact. If you look at first-half results, first of all, we are presenting here our six business lines, where one of those is in run-off, which is our legacy business deriving from CF+.

Then we have factoring NHS, we have factoring corporate, we have tax credit, we have financing, we have salary-backed loan, and we have the legacy business. Now, if we start from the return indicator that as of now we are showing to you, which is not our final, let's say, KPI that will be a pure RORAC including therefore also the costs and so on, forth, we are in front of different businesses, which range from a return of 148% in tax to a return of 4%, 6% in terms of factoring NHS and corporate, down to 2% in salary-backed loan and 3% on the legacy business.

In terms of contribution, you see here overall, let's say, net revenues contribution, you see here that factoring corporate and tax credit altogether have a weight of more than half of our revenues, and then we have factoring NHS and PA. I want to underline a point that I already made very clear last time.

The overall NHS and PA activity has a limited, let's say, weight in terms of exposure. Out of, let's say, an overall balance sheet of more than €6 billion of assets, factoring NHS and PA has a weight of something in a range of €500 to €600 million.

That is the weight. Still, it has an important contribution to net revenues.

Let me say that once we allocate operating expenses properly, the salary-backed loan business would go negative, while all the other businesses will remain significantly positive. As we mentioned, we are reviewing our position and our strategic, let's say, attitude towards salary-backed loan business.

Okay. Here, we are showing, again, let's say, data regarding to the group.

What is relevant here is that our net NPE ratio in the period grew from 9.4% to 11%. This is related to the fact that, as we mentioned, we, from one side, we have done this important reclassification related to the assurance process that we put in place.

I underline that this assurance process introduced an updated methodology for the past due definition, specifically as far as concern the LPI inclusion. One second point that I want to highlight here is what we call the net NPE ratio post-guarantee.

You well know that a relevant exposure in CF+ is related to guaranteed financing, where, on average, we do have a guarantee in a range of 75% of the overall exposure. That means that as and an additional point also relevant for you is that as of now, considering all the situation in which we went back to SACE or MCC asking for the guarantee payment, we did have a 100% hit ratio.

That means that we collected everything we asked on that. Excluding the guaranteed portion, the NPE ratio is 7 7.4% in the first quarter and is 9% in the second quarter.

The coverage, the NPE coverage, goes up to 32%. Cost of risk on a recurring basis is 43 basis points.

Recurring means that we have not included into these numbers the 11.9 one-off provision that we booked in first half related to the assurance process. Okay.

I will now leave immediately to Ilaria for the following page. On this page, what I want to highlight here is that, first point, in terms of past due, if you consider the position in first-quarter '25, it was €333 million.

It went down in first-quarter '26 to €199. Now, as a consequence of first-half '26 reclassification related to the assurance, we are up to €249.

One important point is that the ongoing securitization is expected to remove €98 million of past due loans. That means that if I make the assumption that Bank of Italy will approve and the SRT will be given, you should consider in your number a reduced number in terms of past due of €98 million.

Let's go to the next page. Risk-weighted asset.

Sorry, Ilaria, I made a mistake on the page. In terms of risk-weighted asset, we are at €2.5 billion.

In terms of density, you see here that the legacy has 100% risk-weight density. Then we are moving from very low-density businesses, like tax credit, to businesses where we are in a range of 20%, 30%, like financing and salary-backed loan.

If we look at factoring, clearly, we do have the corporate, which is at 68%, while the NHS and PA segment, if you put together the exposure of the performing exposure together with the past due, on average, we stayed at 84%. If we look at how risk-weighted asset are present, you see that out of €1.889 billion in terms of risk-weighted asset related to loans to customers, we have €800 million related to corporate factoring exposure, €463 related to NHS and PA, and €262 related to legacy.

This is very important to allocate how our capital is allocated, where we want to allocate, looking forward, our capital, and what are the businesses that do have a higher performance than others. Let's go ahead.

Capital ratios. We are at 11%, we were at 11.4%.

In here, you see a mix of effect. You have plus 40 basis point due to the deconsolidation of KK.

You have more or less 55 basis point related to the completion of the assurance process, and you have a reduction of 20 basis point deriving from a mix effect of the increased stake acquired and PPA adjustments. One important point I want to highlight is that related to the deconsolidation of KK, this 40 bps impact is a sort of partial, initial effect of the deconsolidation because, as I told you at the beginning, as of now, we do have still a credit line, which has an impact of roughly €90 million of risk-weighted asset and that will be reduced by September, credit line versus KK.

Next page. That's it.

Okay. Well.

I am now leaving the space for Q&A. Operator, you can take control.

Operator

Thank you. This is the Chorus Call conference operator.

We will now begin the question and answer session. Anyone who wishes to ask a question may press star and 1 on their touch-tone telephone.

To remove yourself from the question queue, please press star and 2. First question is from Irene Rossetto, Banca Akros.

Irene Rossetto

Yes, hello to everyone. Three questions from my side.

Regarding the securitization, just a confirmation. If I understood correctly, the transaction did not result in any loss for the bank, and you have already identified a buyer for the mezzanine and the junior tranches.

Is that correct? Then on factoring volumes, they showed a very positive trend in the quarter.

Was this also driven by the temporary absence of securitization, or does it only reflect genuine commercial momentum? Lastly, where do you expect the common equity tier 1 ratio to settle once the merger and the SRT transaction are fully completed?

Thank you.

Iacopo De Francisco

Okay. Let's start from the securitization.

I would say that we have more than identified a buyer, in the sense that we signed binding agreements, binding contracts with the buyer. It is more than having identified somebody, an investor, but it's that we do have already binding contracts signed with this investor.

Let me also make one important point that I think that is helpful to you to understand what are the impacts of a securitization like this. You are correct.

If I sell, as we did, at the same price of our net book value, I do have nil, zero economic impact. Second, in terms of capital impact, clearly, I have some exposure that have a 150% risk-weighted that are exiting the bank.

On the other side, I will keep on my book the senior note, which, as we said, has a risk weighting of 78%. Then there are other, let's say, impacts that we should consider looking at securitization.

The first one is that we do have some impact, positive impact on the reduction of the forward calendar provisioning. Second impact is that I do have some revenues that likely in the next year will not be present because I'm selling exposures.

A bank exposure provides some earnings, and so I do have to consider that one. The third element, which, by the way, is already incorporated in the impact in terms of basis point, is the fact that once that we sell this type of exposure, the sale has some impact on our accrual models.

This has a negative impact immediately in the moment in which we will account for it, but then, as it is only a financial impact, a fair value impact, looking forward in the next years, I will recover that. All these elements are elements that you have to consider in order to appropriately look at a securitization.

I confirm that if I put together price and NV, the economic impact is zero. In terms of capital release is the impact that we highlighted in the presentation, which already incorporates the impact on the accrual models.

Now, let me say one important point. The effectiveness of the transaction is subject to Bank of Italy authorization on SRT.

As the matter is relevant, and as we signed the binding agreement at the beginning of July with the investor, and Moody's went public on the rating, we consider appropriate to start giving you a sense of and a direction of this important action that we put in place. Then on factoring, it's not related to securitization.

It's related to the fact that, for instance, on a quarterly basis, due to capital limitation, Banca Sistema historically, for instance, was reselling to other factors specific exposure in order to match capital requirements. This is something that is not happening anymore.

Additionally, as you saw on page 3 in the presentation, we already closed the securitization program on tax. Therefore, that means that volumes that before was somehow shared in a securitization with other investor are 100% remaining on our book.

Let's also say that we are putting together, in terms of this number, CF+ and Banca Sistema. We are not only in front of Banca Sistema results, but we are in front of Banca Sistema and CF+ commercial activity, commercial productivity.

CF+, on a stand-alone basis, is also having very good results, especially on factoring and on tax. A great result, I would say.

The financing business is a business that, as you well understand, which was mainly focused on guaranteed lending, is a business where we suffer the fact that during first quarter, the SACE guarantee scheme was not yet, let's say, made available to operator in the market. We had a first quarter which was very slow in terms of productiveness.

What was the last question?

Irene Rossetto

Yes, sorry, on the capital.

Iacopo De Francisco

Yes. On the capital, we do expect, considering the merger, considering, let's say, the full effect of KK and other effects, we are expecting a CET1 ratio by the end of the year at 12%, 12.2%.

Irene Rossetto

Thank you very much.

Iacopo De Francisco

Okay.

Operator

Next question is from Lorenzo Giacometti, Intermonte.

Lorenzo Giacometti

Yes, good afternoon. Thank you for taking my questions, and thank you for the presentation, which I found very helpful to better understand the new group.

I have a few questions. The first one is about the clean-up.

Now that the assurance exercise is complete with the €40 million exposure reclassified to past due and the almost €12 million of charges booked, do you expect that the clean-up to be finished as of now? What kind of normalized cost of risk shall we assume for the second half of 2026?

The second one is on the integration costs. Basically, if you can give us some color about potential integration costs also on the second half 2026.

Thank you.

Iacopo De Francisco

Okay. These two are the questions, or you were saying either more questions?

Because I understood more questions than two.

Lorenzo Giacometti

Oh, no. Just these two.

Thank you.

Iacopo De Francisco

Okay. I would say on integration costs, let me say that I went through the assumption that you have made in your recent report.

I would say that you could keep that specific number as a reference number. Then in terms of clean-up, the assurance was an important activity that was asked to us that somehow was related to the inspection that Bank of Italy ran on Banca Sistema in 2024 related to the new definition of default application, classification, and provision related to the past due.

As the PA exposure was the largest source of potential risk within Banca Sistema, we started this assurance, that by the way, was also, let's say, strongly asked by the regulator, and we completed that. It was an assurance on the procedures, the policies, the IT, the organization, and on the numbers, clearly.

As far as that topic is concerned, that assurance for us is finished, and these are the impacts. Then, I cannot say that we won't have any other provisions, clearly, because that is part of the business.

Those will be ordinary provisions related to a specific exposure, a specific deal, whatever, as a normal activity. I'm not expecting other extraordinary type of impacts as far as, let's say, the past due topic is concerned.

Now we are very focused on ordinary activities, on clearly putting together the loan books, putting together the data tape, assessing specific positions. On that topic, I would say the chapter is closed.

Integration cost, I mentioned. Clean-up finished.

Did you have another question?

Lorenzo Giacometti

I was talking about a potential normalized cost of risk within the two second half of 2026.

Iacopo De Francisco

Okay. If I have to consider a normalized situation, without the €11.9 million and so on, forth, I will say that a range that we have is in a range of 60 to 70 basis point cost of risk end of year, normalized.

Lorenzo Giacometti

Okay. Perfect.

Thank you.

Operator

Next question is from Davide Rimini, Intesa Sanpaolo.

Davide Rimini

Good afternoon, and thank you for taking my questions. I have three questions.

One is what you might share with us your expectations in terms of cost of funding. We have seen over the last few quarters improving and, if I'm not mistaken, it is just in 25 basis point quarter on quarter last quarter.

The same sort of the moving rates over the last 3 months, I was wondering whether you might share with us your thoughts on the cost of funding going forward. The second question is, I noticed also in the presentation the amount of badwill has been updated, and whether you might share with us some elements versus the previous number that has been given in Q1.

The last question is in terms of one of the first slides was leaving also the theme of M&A optionality, which, if I'm not mistaken, was also touched upon at the Q1 results. The question is twofold: is whether sort of it's referred to this review of the SBL business, and if that is the case, what are the optionality that you're considering, or whether instead sort of is open to other type of activities in the market, since you've been in the press speculated to be looking for some other assets?

Thank you.

Iacopo De Francisco

Davide, sorry. Can you repeat a second the point that you made on the review of the NPL activity?

You mentioned that or not? Sorry.

Davide Rimini

No, sorry. It was the badwill that, if I'm not mistaken, it has now gone up to—

Iacopo De Francisco

It was the last part regarding the M&A. You mentioned something on that that we didn't get properly because the microphone didn't get your voice clearly.

Davide Rimini

Sorry. No, the point on M&A, it was just simply sort of whether you can expand.

I noticed that you put sort of "if any," while

Iacopo De Francisco

sort of in

Davide Rimini

Q1 it was a bit of more open. At the same time, if I'm not mistaken, you've been on the press mentioned to be potentially interested in buying some assets.

Now, I was just wondering whether sort of these M&A optionality refers to the SBL review, or whether that is sort of enlarged the footprint of the business. Okay.

Iacopo De Francisco

Sorry, I got. Sorry, in terms of cost of funding, our target this year is Euribor plus 20 to 25 basis point.

Then we all have our assumption on Euribor, but that is the target that we have. In terms of M&A, yes, we are on the newspapers.

We are, I would say, active and paying a lot of attention to all the opportunities. As we mentioned last time during the call, we do have three strategic directions that could influence our M&A attitude.

First one is to grow in scale in our businesses. Second one is to grow internationally.

Third one is to find not organic solution regarding our, let's say, cost of funding. All these type of opportunities are strictly driven and assessed based on return and value creation.

We can look at papers, we can look at documents, and this is what we can say on M&A. As I mentioned, SBL is an area where we need to come up with a decision.

Today, we are under scale, and it is not performing properly as the other business line are performing. We are clearly trying to consider all the potential strategic opportunities to cope with this situation.

As far as the badwill is concerned, I will leave the stage to Luca Ghislandi, which is our Head of Planning and Control at group level.

Luca Ghislandi

Thank you, Iacopo. With regard to badwill, what we can say is that in the second quarter, basically, as you saw, we have €97 million of badwill rising €21 million from the previous quarter, mainly as a result of the deconsolidation of KK, which had an impact on the tangible book value of the company.

As you may know, there was a sizable amount of goodwill within the Kruso Kapital company, which have been released. Badwill increased as a result of the deconsolidation of KK, while other effects are the results of, basically, slight adjustments on fair value of assets, and of course, as we already said last quarter, we are still working on the PPA process, which, as can last 1 year.

We are advancing on the analysis, but still is considered these figures as provisional, which will be updated on a quarterly basis.

Davide Rimini

Thank you. If I may, sort of just to follow up on these last two points.

The first, on the badwill. Shall I consider that despite being still 12 months to assess the PPA, but the sort of the amount of badwill won't probably change by that much versus what is compared to the delta Q2 versus Q1, if that is a fair assumption?

The second follow-up, since you mentioned three reasoning behind potential M&A, I was wondering whether sort of in the way you presented it was in order of preference, growing scale, international, and potentially solutions to improve the cost of funding, or it was just a sequence?

Iacopo De Francisco

On the M&A part, our point is that we want to reduce our cost of funding. If you read we might have interest in M&A that could reduce our cost of funding, as well as we might have interest in M&A that increase our scale in the businesses in which we are, as well as we might have interest in situations locally or internationally that help us diversifying, both from a geographical terms and a, let's say, business line terms.

We do have, as you well know, high appetite and targets in terms of return. Clearly, both the strategic actions on the asset side and potential strategic actions on the liability side need to prove their, let's say, nature of being accretive.

On the badwill—

Luca Ghislandi

On the badwill, basically, let's say that it can change again probably next quarter, but still we don't expect a sizable change as the one that happened between the first and the second quarter, because this quarter has been impacted, as I said before, mainly by the deconsolidation of KK, which won't happen any longer in the future.

Davide Rimini

Thank you.

Iacopo De Francisco

Maybe only on this, you can understand that badwill also in some situation can have positive impact, can release some numbers. It's a combination of potentially negative with a combination of potentially positive.

This is an ongoing process. Let me say that all the areas on which we had to identify something has been identified and been sized and are within the current number.

We don't expect much, but potentially could change still for some minor effects.

Davide Rimini

Thank you.

Operator

Next question is from Raul Leonard, Sona.

Iacopo De Francisco

Raul Leonard,

Operator

your line is open. Raul Leonard from Sona, your line is open.

For any further questions, please press star and 1 on your touch-tone telephone. Once again, if you wish to ask a question, please press star and 1 on your telephone.

Mr. Carrese, gentlemen, there are no more questions registered at this time.

Iacopo De Francisco

Okay. Thank you to everybody.

I'm still Iacopo here, and not yet Christian. Just some conclusion maybe and thanking you for being here on August the 6th.

Three messages I want you to take away. Execution is on or ahead of schedule.

Second, the business is growing exactly where it was capital constrained before. Third one, on the assurance, we took the hard questions head-on rather than let them linger.

We are trying to be, let's say, very effective and very pragmatic. A very important point is that we are confirming the migration to happen at the beginning of November.

If that is the case, we will have completed a two-bank merger in 7 months, which definitely will be a super achievement for the teams that are involved. Our focus is really on execution.

Thanks a lot. Thanks for joining.

Thanks for your question, and Christian?

Christian Carrese

Thank you all, and speak to you for the third-quarter results.

Iacopo De Francisco

Thank you.

Christian Carrese

Thank you.

Operator

Ladies and gentlemen, thank you for joining. The conference is now over.

You may disconnect your telephones.