Ladies and gentlemen, greetings and welcome to the BofI Fourth Quarter 2018 Earnings Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Johnny Lai. Thank you. You may begin.

Thanks Adam. Good afternoon everyone. Thanks for your interest in BofI. Joining us today for the BofI Holding, Inc. Fourth Quarter 2018 Financial Results Conference Call are the Company's President and Chief Executive Officer, Greg Garrabrants, and Executive Vice President and Chief Financial Officer, Andy Micheletti. Greg and Andy will review and comment on the financial and operational results for the 3 and 12 months ended June 30 and they will be available to answer questions after the prepared remarks. Before I begin, I would like to remind listeners that prepared remarks made on this call may contain forward-looking statements that are subject to risks and uncertainties and that management may make additional forward-looking statements in response to your questions. These forward-looking statements are made on the basis of current views and assumptions of management regarding future events and performance. Actual results could differ materially from those expressed or implied in such forward-looking statements as a result of risks and uncertainties. Therefore, the Company claims the Safe Harbor protection pertaining to the forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. This call is being Webcast and there will be an audio replay available in the Investor Relations section of the Company's Web-site located at bofiholding.com for 30 days. Details for this call were provided on the conference call announcement and in today's earnings press release. At this time, I would like to turn the call over to Greg for his prepared remarks.

Thank you, Johnny. Good afternoon everyone and thank you for joining us. I'd like to welcome everyone to BofI Holding's conference call for our fourth quarter and fiscal year 2018 ended June 30, 2018. I thank you for your interest in BofI Holding and BofI Federal Bank. BofI announced record income of $152.4 million for the fiscal year ended June 30, 2018, up 13.1% over the $134.7 million earned for the fiscal year ended June 30, 2017. BofI's return on average equity for fiscal 2018 was 17.05% and the Company's efficiency ratio was 39.58%, up slightly from a year ago but still best in class. Fiscal year 2018 earnings per share increased 14% to $2.36 per diluted share, compared $2.07 per diluted share in the fiscal year 2017. Net income for BofI's fourth quarter ended June 30, 2018 was $37.1 million, up 14% when compared to the $32.5 million earned in the fourth quarter ended June 30, 2017. Earnings attributable to BofI's common stockholders were $37 million or $0.58 per diluted share for the quarter ended June 30, 2018, compared to $0.50 per diluted share for the quarter ended June 30, 2017, and $0.80 per diluted share for the linked quarter ended March 31, 2018 in which we recognized a vast majority of our tax related revenue. Other highlights for the 2018 fiscal year and the fourth quarter include; net loans and leases increased by $367.6 million in the fourth quarter, representing 4.6% growth linked quarter and an annualized growth rate of 18.4%. For the full year ended June 30, 2018, net loans and leases grew by $1.1 billion, representing 14% growth year-over-year. Total assets reached $9.5 billion at June 30, 2018, up $1 billion or 12.2% when compared with June 30, 2017. For the fiscal year ended June 30,…

Thanks Greg. Our 8-K was filed with the SEC today and is available online through EDGAR or through our Web-site at bofiholding.com. In addition to our press release, the 8-K includes additional unaudited financial schedules. I will highlight a few areas rather than go through every individual line item. Please refer to the press release or 8-K for additional details. Net income for the year ended June 30, 2018 was a record $152.4 million, up $17.7 million from fiscal 2017. The increase in net income for the fiscal year was the result of a $55.3 million year-over-year increase in net interest income, a $2.8 million increase in non-interest income, and a decrease in the effective income tax rate from 42% to 36%. Partially offsetting the revenue growth for this fiscal year were increases in operating expenses and loan loss provisions of $36.3 million and $14.7 million respectively. Net income for the fourth quarter ended June 30, 2018 was $37.1 million, up 14.1% from the $32.5 million of net income for the fourth quarter of fiscal 2017. The increase in net income for the fiscal year was a result of an $8.5 million year-over-year increase in net interest income, a $3.4 million increase in non-interest income, and a decrease in the effective tax rate from 41.8% to 26.4%. Partially offsetting the revenue growth for the fourth quarter were increases in operating expenses and loan loss provisions of $13.7 million and $3.7 million respectively. I will focus my discussion on Nationwide Bank deposit transaction, loan quality, income tax rate, and operating cost efficiency. As Greg mentioned, we signed an agreement with Nationwide Bank to acquire approximately $3 billion in deposits. We expect to close the acquisition in November of 2018 with about $2.5 billion in deposit balances after expected attrition of maturing…

Thanks Andy. Adam, we're ready to take questions.

[Operator Instructions] Our first question comes from the line of Austin Nicholas from Stephens. Please go ahead.

I guess just on the Nationwide deal, could you or are you able to disclose the deposit premium that was paid or any color into the payment for that, the deposits?

The agreement was filed, and it has the deposit premium in there, the deposit premium is 2% of the checking and savings account balances at the time of the closing. So, you can do the math on roughly $1 billion, and it's in the filing, it's in the agreement.

And then maybe just on the net interest margin, was there any positive impact at all from the H&R Block loan products in that 380 number, or is that excluding the liquidity but also excluding any lingering loan product? I know that this quarter is generally relatively clean.

It's a very, very, very small, there's a small amount of balance that is taken out at a higher rate. But to your point, it's not impactful.

But it is a clean number?

Yes, it is. It's apples to apples, so it does exclude that small balance.

Understood. And then I guess just on the efficiency ratio guidance of 300 to 400 basis points for the next couple of quarters, is it correct to assume that that is incremental to the 40% to 41% core business that you guided to?

Yes.

Okay. And then I guess on the commentary on normalization, after the businesses are built up and the deposits start to come over from both the Epiq and Nationwide, is the normalization with that still go back down to that 40% ratio, is that the way we should think about it as these businesses mature?

Yes, that is how we are thinking about it as we grow. And we have to – obviously we have some plans to accelerate the timing on getting the Epiq deposits over. The Nationwide deposits are different. There could be run-off associated with them. So, there's always some variation moving, but in general I think that's a good framework.

Understood. And then I guess just the timing of the Epiq deposits, the $1 billion, can you maybe give us some color on any changes in the expectations for when that $1 billion is fully brought over to BofI's balance sheet, is it really as we look out to early calendar 2020, or to your point, is there opportunity to accelerate that full ramp in full-year calendar 2019?

I think there is opportunity to accelerate it. That's on an individualized basis with respect to each individual trustee, and we are looking to do that. It's I think that we have some early indications that there will be opportunities. How the quantity of those opportunities relative to the timing associated with the actual legal end dates of the partnership agreements with the banks is indeterminate right now.

Understood. And then I guess just a more general question relating to the use of capital and any kind of acquisitions, can you remind us of what your appetite is for M&A? Obviously with Nationwide announced, is there other opportunities in the market that you see for further funding transactions?

Yes, there is. I think there is. With respect to those opportunities, I think Nationwide was the largest one, there are other opportunities. When we look at, we think about something like efficiency ratio, I think it's important to remember, clearly it's an important metric and we are very focused on our cost efficiency as part of our model. As we look at fee-based businesses however, I think few people would look and say, a fee-based business is highly capital efficient, it has a 60% efficiency ratio and is synergistic with a broad customer base, would be a bad business to have. So, really, ultimately, efficiency ratio is a very crude measurement that really is attempting to get to something more important, which is a return on capital. So, to the extent that we look at fee-based businesses, that is something that obviously could change efficiency guidance given the nature of the capital efficiency of those businesses. And that's partially what's happening with Epiq right now, that the conversion of it from a fee-based business where it takes no capital because the deposits are off balance sheet, to a point where the deposits are on balance sheet, changes the efficiency ratio. There also happens to be a net benefit to that as well, but the efficiency ratio change is something to consider related to the capital efficiency of those fee-based businesses.

Understood. Thanks for the questions there. That's all I got.

Our next question comes from the line of Michael Perito from KBW. Your line is live.

I had a few things I wanted to hit. I guess on the Nationwide transaction, I mean it would seem like even with the kind of funding swap you guys are planning between Nat and Epiq, you guys will still kind of be through $10 billion at some point in calendar 2019, which I think mid-calendar 2020 would be when Durbin would come in. So, I guess first question is, are you guys at a point where given that the crossing seems to be of more certainty at this point, to this close, what the potential revenue hit from Durbin would be that we should be considering as we move our models out?

We don't have a number for you right now. There are really a couple of impacts there, one is our consumer and the other is some of the partnership side. And so, we don't have an exact number for you right now, but I do think the timing is correct. They will stay under the $10 billion limit until the calendar 2019, and then we will cross that $10 billion in calendar 2019.

I guess presumably, I mean I've always kind of viewed the breakeven point for a more traditional kind of branched community bank to be about $11.5 billion to $12 billion assets in terms of the Durbin impact, but I always kind of thought that you guys would be a little higher than that just because of the prepaid business and the exposure there. But I guess just a strategic question, I mean was there any thought I guess to using the Nationwide deal to kind of more thoroughly move through that barrier? I mean, with the timing of the close, it would still see like even if you didn't swap out, you would still be able to keep your trailing four-quarter average sub-$10 billion by calendar end 2019 and it would give you a little bit more scale to offset that. And I guess the reason for the question is, I'm trying to think of what the longer-term accretion of the Nationwide transaction is when you factor in some of these expenses and the eventual impact of Durbin as this will kind of push you over $10 billion.

I would say that – I'd say, of all the things that you said, I'd say there's a lot in there. I think it's inaccurate to say that the Nationwide transaction would push us over $10 billion. I think you should take essentially the asset growth side of it, and it's somewhat separate than with respect to what we're doing on the depository side, to the extent that we are simply working on continuing improving our deposit base and lowering our cost of funds. So, with respect to that, given the current platform we have for asset growth, where we are, it's not as if we can sort of create an additional $2 billion of assets and capital as a result of having one leg of the depository stool, right. So, that I think is probably not – you don't want to approach this that we want to do it. Obviously we're in a stage in a cycle where you have to be thoughtful about the assets you add to the Bank. I think we still have good runway there and we have a runway that's leading us into the mid-teens sort of target for asset growth. Is it possible that as we move through there, that there's opportunities with a very strong deposit base and essentially very little borrowing, and that's the borrowing capacity that we'll be able to do certain things on the asset side, I think that's certainly possible. I just think that it probably wouldn't be prudent to model those right now. With respect to the impact of Durbin, there's lots of different elements that we're considering with respect to certain elements of those. There are certain product design changes with respect to certain kinds of debit reward accounts and things like that that were changing. So there is a number of changes that are in flight in order to attempt to minimize the impact of Durbin, which is why it's difficult to come up and just provide a number, because depending upon the success of those initiatives, some of which are dependent on having lots of excess liquidity, which we will start to have as we add these acquisitions, we can start to change some of the checking account products, that's to better accommodate profitability without the interchange benefits.

Okay. And then just wanted a little bit more color on the accretion. So, I mean the 25 million of saved interest expense, I understand that's an eventual number, it's not necessarily a Day 1 number, but you also did mention in the higher near-term efficiency guide that there is some cost related to servicing these customers. I was curious if you can maybe just give us a little bit better of a breakdown of the financials of this transaction, what the expected earnings accretion will be more specifically?

With respect to the amount of personnel that we're going to add to service the Nationwide customers, we have some views on that, but I'm not going to go in and specify those in great detail. The transaction is accretive in the first year based on the premium and that savings. It simply is the case that one of the reasons that we were chosen by Nationwide and why we think we have opportunities to work with them in the future is that we're committed to providing a strong customer experience, and that means just simply that by adding that many customers we're going to have to scale our operations in a manner that will allow that to occur. That scaling is going to have to happen prior to the transaction, because essentially we are not taking any personnel associated with the bank. So, think of it as the deposit premium and then essentially there folks are being absorbed into a broader enterprise and those sort of things. So, we're not taking their personnel, so we have to staff in order to be able to accommodate that. And obviously that's not insignificant because it's a lot of accounts and we have a high standard at which we want to hold ourselves to from a standpoint of customer service. That's going to cost money. We also have, there is a conversion expense associated with that that has to occur as well. So, there just ultimately there's a lot of – obviously it's very positive and I think there's lots of opportunities with Nationwide, I think they are an amazing partner and we have a lot of things we may be able to do with them, but we've got to deliver on a great customer experience for their people.

Okay. But in terms of the [indiscernible] but the actual like earnings accretion expectations, I mean what are you guys – I mean there's kind of a lot of assumptions around here, I'm just trying to track down what you guys think the impact of this thing? I mean I understand it will be accretive, but are we talking kind of like 1% or 2% year one, mid-single-digits in year two, like Epiq, or has it been more than that? I mean is there any kind of color you can provide around your expectations there?

No, we provided the color that we have for you. We have given you a number on the savings with respect to the interest income or interest expense and we've also given you color on the efficiency ratio. So, I think from there you will be able to estimate it I think in a manner that will be helpful.

Okay. And then just one last quick clarification question, in the press release on the Nationwide transaction, you guys mentioned that the deal was going to be accretive to tangible book value, and I was just curious, I mean it seems like cash being paid out and I understand it's a small purchase price relatively so it's not going to be necessarily very dilutive or anything to tangible book value, but can you just help me walk through the math on how that's going to be accretive to tangible book value on the closing date?

That's not on the closing date, that's over time.

That is accretive on the closing date if you pay the dollar.

That's the reason for the question. I mean that's what the press release suggested, so I just wanted to clarify.

It doesn't suggest it's accretive on date, it's accretive to book value on Day 1. I mean, unless you are acquiring at a discount or something, but look, obviously it's a fantastic deal. We paid a very reasonable premium and that savings with respect to interest expense is less than a year. So, okay, thank you.

All right, thanks.

Our next question comes from the line of Andrew Liesch from Sandler O’Neill. Your line is live.

Just quick question here, fee income related to Epiq, did you guys disclose that in the quarter, was in the quarter?

We did not disclose it.

Can you share what it was?

I think that we've given you an overall number. We're not going to provide that particular number.

Okay. And then it sounds like some of this maybe the balance sheet manoeuvring ahead of the closing of the Nationwide deal, moving out some deposits but also maybe adding some overnight funds just ahead of September, and along with some of these recent rate hikes, especially the most recent one, why would you not or why would we not see more than just 5 basis points of core margin compression this quarter? It seems like funding costs are rising here and that they are poised to rise before the deal closes. So I'm just wondering why we wouldn't see more than 5 basis points of compression. Or maybe on the asset side, are you able to get stronger loan yields, have you raised your rates on multifamily or jumbo, just some clarity around that please?

Yes, I think we have stronger loan yields, we have adjustable rate. I mean remember, even over the entire period of last year with respect to the difference between the non-H&R Block loan yields and deposit rates, we didn't have anywhere near a 5 basis point compression in a quarter. So, obviously we're including H&R Block, we had an increase in net interest margin. If you exclude those products, there was a slight decrease, but it was slight. So, I think that's right. And then remember that also what's interesting about this is obviously you have an average deposit cost, but you're not taking out deposits with respect to the average deposit cost, you're taking out the higher rate deposit. And so, to the extent that those higher rate deposits are there or they were ex borrowings, they were extended over a period of time, and you're able to replace those with longer-term checking accounts that have better duration, then that allows you to take out higher-cost funding. So, it's a marginal question rather than an average question.

And it is accounting for a decline. Without the Block deposits, extra liquidity, we were at 380. So, 375 would be down slightly.

Okay. You covered all my other questions. Thanks.

Our following question comes from the line of Steve Moss with FBR. Your line is live.

Just on the efficiency ratio, I want to circle back to the normalization timeframe in case I missed it, it sounds like to me it's basically the fourth quarter of fiscal 2019 is when you expect the efficiency ratio should normalize?

Yes, because of course the March quarter is always lower because of the excess Block revenue. So, you're talking more of a normalization in Q4.

Right. But even ex the Block revenue, it would be the fourth quarter, or maybe it's the third quarter?

Look, I think that the fourth quarter is not an unreasonable assumption. Obviously we will have the full benefit we believe, unless the transaction is postponed, of a third quarter that includes that benefit. That will be – obviously it won't be related to cost cutting as much as it will simply be related to a revenue increase. So, that's within the realm of potential outcomes.

Okay. And one other question on the Nationwide transaction, what's the average term on the CDs you are acquiring?

By the time we take it over, it's relatively short, it's within a year or two.

Okay. And then moving on to the margin, just kind of wondering what are the – your thought process behind lowering the high end of the range for the margin, previously 4%, now 3.9%, just color around that?

I think that this – remember, this is sort of – this is what we're doing is we're starting to have a lot of pro forma here. So, we are saying, taking out everything with respect to H&R Block including all the benefits on the lending and deposit side, and then also removing the impact of Epiq and removing the impact of the Nationwide transaction, and what we see there is we just are uncertain as to what sort of loan yield increases we're going to be able to get that flow through at the same speed as what that deposit beta might be. However, there are so many things that are potentially able to work in our favor in this respect. Obviously we are seeing benefit of the treasury management investments that we are making and that is helping. So, we are going to be making more of those investments and we think that that's going to be helpful. So, assuming that that works as we expect it to, with the cost that is embedded in this increased efficiency ratio, we expect to be able to do better in that regard. So, it's just really more about those estimates and picking the right place for it.

Okay. And then on the C&I loan growth here for the quarter, just wondering what are the underlying drivers of C&I loan growth and what's the yield on your C&I and jumbo originations?

So, on our C&I book, when we look at the absolute total, our rate is up at 7.2% on a blended basis for all of that. The leasing side of the book is a little bit lower at 7%. So we're in the 7s as rates have risen and amounts have repriced. When you look at it on the dollar amount…

He asked about it, single-family as well, is that right?

Yes.

So single-family rates for the newly originated are well into the 5s, 4 for that product, weighted average basis is in the 4.90 in that entire portfolio.

Okay. And then in terms of the drivers of C&I loan growth, just wondering what was the primary thing there?

We just continue to establish strong relationships with the sponsors that we work with, and we have a wide variety of verticals, lender finance, the equipment leasing, specialty real estate. So, we're getting contributions across the board there.

All right. Thank you very much.

Our following question comes from the line of Edward Hemmelgarn from Shaker Investments. Your line is live.

Just a couple of questions. One, what was the reason behind the sale I guess of the Federal Home Loan Bank stock or the big reduction there?

I will tell you, Ed, they are no longer allowing us to buy excess. We were able to buy excess, meaning that we could borrow overnight a large amount and leave the stock there because it had a nice little excess rate, but they changed their policy in the last three months and are repricing and redeeming the stock daily. So, they won't let you hold more than your required ratio. So, on average, borrowings have gone down with more deposits, then you have less need for the stock which result in a lower dividend. But to be clear, we always over-invested. We borrowed enough to get as much as we could, but their policy change is, we won't let you do that, we're going to redeem it daily. So, if we have excess amount, we can't keep it. It's a great investment, to your point.

No, those why I noticed. That's unfortunate. The other thing is, when do you expect, you've made obviously a lot of investments in trying to improve the online experience, Greg, can you talk a little bit about what you expect to get [indiscernible] over the next 12 months?

Sure. So, we have launched our online platform and converted our customer set. Within that platform, we have essentially an app store. Now what that app store allows us to do is work with partners to sell their products and to be flexible in deciding what we're going to show our customers depending upon the cross-sell potential of each of those customers. So, over the next 12 months, now that the base product is launched, there's a number of things we need to do. First, we need to tune the cross-sell engine so that we're able to present those offers at the right time in order to sell our consumer products to those customers, so that we're developing a broader base and a stickier relationship with each of those consumers. So that's a big part of the product set that we've been developing to on the auto side and the unsecured side is to have a broad base of products to sell those customers. So that's one thing we need to do. The next is, obviously we're looking for a marquee partner who is interested in utilizing the co-branding and the ability to sell their products through that platform. So, that is something critical as well. With respect to every customer that touches the Bank, we've made a lot of progress here but we still have a long way to go, and that is that – so consider a use case where a customer comes in with respect to a single-family mortgage product, they are being serviced through the platform, and so when they are coming in for that mortgage account, they are getting a deposit account, they are getting a suite of services there, and they are utilizing our platform to do everything that they can to interact with…

Okay. And lastly, based upon current rates for yield that you can get off of securities, do you think there will be any opportunity for you to start growing your securities portfolio profitably beginning in calendar 2019, given that you don't have the restriction of keeping the balance sheet under 10 billion?

Right. The yield curve makes securities purchases very interesting and difficult. I think one of the things that we've done a pretty good job with is, at the right time we obviously sold a lot of our held-to-maturity securities and were able to get that positioned well for an operating environment. I think you need a little shape in the yield curve there and you probably need a little more spread. And I'm not saying there's no opportunity, but I just don't see that as some big potential next year. I think what you will see is that as we look at, obviously we no longer have those capital conditions and things like that and we are intending on keeping basically similar capital ratios, but we were running well above those capital minimums that had previously been mandated simply to ensure that we never fell below them. So now we have the ability to run more at those sort of levels. And so, to the extent that there is incremental capital, rather than grow with security deals, we'll probably work on returning that capital or doing things that make sense, unless there is a big change in the outlook in the securities market.

I mean our long-term goal of course is generating more no-cost deposits, and once we have a better funding on a no-cost deposit basis, the opportunities are wider for us, and that's why it is big focus on bringing those lower cost deposits in.

I understand. So, your basic intent though will be to wait for a better spread environment and a yield curve that isn't flat?

Yes, I think that there is – look, one of two things is going to happen. Short-term rates are going to start to go down eventually due to some economic blip or you're eventually going to get – you're just going to roll down that curve and rates will have to do something, right. So, it's just nothing right now out for – there's no benefit of taking duration right now, there just is nothing.

All right, very good. Okay, thanks.

Our next question comes from the line of Gary Tenner from D.A. Davidson & Co. Your line is live.

I just had a couple of follow up questions. I think in the press release you noted there were some deal related costs. Can you tell us what those were in the quarter?

Sure. Legal costs and various expenses related to advisors and other things. Then there's also some amortization of intangibles and those sort of things.

Yes, on the intangible side, we started to amortize the Epiq intangibles and that amount still is relatively small. There might be more down the road as we start to develop software that's been capitalized, but in the end you can see we put $60 million of intangibles on the balance sheet.

And when we're looking at transactions and we're doing work on those or having legal work done on transactions, whether they are announced or not, we are expensing that. So, there's…

As we go.

Okay, fair enough. So, your guidance on efficiency ratio for the back half of the calendar year also incorporates your expectations on deal related costs for the Nationwide deal, correct?

Correct, it does, including the conversion cost and the cost of hiring the people that are necessary to service more than 100,000 customers and potential opportunities with respect to cross-sell and any other kinds of relationships that we may be able to develop there.

All right but those are of course ongoing costs in terms of headcount as opposed to more one-time type of costs related to…

Yes, they are. There are some one-time costs and there's ongoing headcount, but those are also happening before the benefit associated with bringing on the deposits. So, the benefit more than offsets the cost, but the cost is coming before the benefit because we are simply having to assume the operations prior to actually getting the benefit of the lower-cost deposits.

Right, understood. Then just on the fee side, the gain on sale, structured settlements this quarter and lottery receivables, a little higher than it's been running at. Anything changed just functionally in that business or just…?

No, I think we saw an opportunity in the marketplace and if we see pricing that's good for longer-term, particularly long dated pools, we'll execute on it because there's still lots of interest rate risk in this. But amazingly, insurance companies and others are willing to buy this product with a five handle for a 18 to 20 year weighted average life. So that generates, when we have an opportunity, a reasonably sized gain.

Okay. And then finally, as it relates to the renewal of H&R Block program for next year, the RA program, any changes in terms of the maximum size of the loan or your fee on those loans that would [internal to seeing in our next year] [ph]?

We don't disclose particular details of any of the program terms with respect to anything. However, I would say that I think that that's guidance that you should utilize, is a revenue number that's comparable to last year. I think that's the best approach to that and that's I think probably what would be useful from a modeling perspective.

Okay, thank you.

I'd like to turn the floor…

All right, thank you everyone for listening and we'll see you next quarter.