Good day, everyone, and welcome to the First Quarter 2018 Customers Bancorp Incorporated Earnings Call. Today’s call is being recorded. At this time, I would like to turn the call over to Bob Ramsey. Please go ahead.

Thank you, operator, and good morning, everyone. Customers Bancorp’s first quarter earnings release and accompanying slide deck was issued this morning and is posted on the company’s website at www.customersbank.com. Representing the company on the call today are Jay Sidhu, Chairman and Chief Executive Officer; Bob Wahlman, Chief Financial Officer; Luvleen Sidhu, president of BankMobile; myself, Bob Ramsey, Director of Investor Relations and Strategic Planning. Before we begin, I would like to remind you that some of the statements we make today may be considered forward-looking. These forward-looking statements are subject to a number of risk and uncertainties that cause – may cause actual performance results to differ materially, including the risks that the results are different from those currently anticipated. Please note that these forward-looking statements speak only as of the date of this presentation and undertake no obligation to update these forward-looking statements in light of new information or future events, except to the extent required by applicable securities laws. Please refer to our SEC filings, including our report on Form 10-K and also the 10-Q for a more detailed description of the risk factors that may affect our results. Copies may be obtained from the SEC by visiting the Investor Relations section of our website. I’d also like for everyone to pull up the investor deck, which has been provided on our Investor Relations website this morning. We’ll be referring to those slides as we make our prepared remarks this morning. At this time, it’s my pleasure to introduce Customers Bancorp’s, CEO, Jay Sidhu. Jay, the floor is yours.

Thank you very much, Bob, and good morning, ladies and gentlemen. I want to welcome, everybody. Thanks for taking the time to join us for this first quarter call. Joining me here in Wyoming, Pennsylvania, as Bob mentioned, is Bob Wahlman, our CFO; along with Carla Leibold, who is our Chief Accounting Officer. Dick Ehst, our President, is in Chicago today, because as we announced to the street, we opened up a new LPO, which is going well in Chicago, and Dick is there making calls to – with our clients in Chicago. Bob and I decided that we’ll take a slightly different view – review of our methodology this morning. Rather than going over the details of the press release, I’ll give you some highlights and then discuss some things that may not be appropriately covered by us or the questions that we have already heard from you. I discuss a few items on the outlook and then open it up for Q&A, and hopefully, end this call a little bit quicker with more information to you. As you know, in the first quarter, our GAAP net income was $20.5 million, $0.64 a share and the Community Business banking segment, which is our core business after BankMobile is divested on $21.5 million, or $0.67 a share. I’d like to draw your attention to the deck that we provided that’s accompanying our press release. So if you look at Page 2 of that deck, the $0.67 of the Community Business segment represented a 16% growth rate year-over-year and earnings per share for our so-called Community Business Banking segment, which is everything other than BankMobile and the net income available for our Business Banking business was $21.5 million and this number is 14% year-over-year. At the end of the first quarter,…

Certainly. [Operator Instructions] We’ll take our first question.

Hi, it’s Frank Schiraldi from Sandler. Good morning.

Hi, Frank, good morning.

Just a couple of question. First, Jay, I wondered if you could talk a little bit about – a little more about deposit gathering. Just where you’re seeing the greater success? And if you still have confidence in the growth you talked about for the year on the deposit front?

Yes, Frank, we have confidence in the growth. We – you should expect us to announce a recruitment of the new team, which is very exclusively deposit-oriented from a pretty significant competitor in New York and that team is on board. We’ve now completely staffed up our Chicago office and we are starting to see some deposit growth coming over there, too. We are staffing up and seeing some deposit growth coming from our D.C. office also, plus on our New England franchise we were at a retreat just last week. And we are very confident that we will start to see some activity in the more relationship-oriented deposits coming from there. We have no shortage of opportunities for deposits if we just focus on municipal deposits and institutional deposits. But we are seeing irrational pricing. To give you an idea, we are seeing like 2.4% somewhere in that range from institutional deposits. We are not – we’d rather see that money walk away than pay for short-term deposit those kind of rates and then we have several efforts going on. And we are confident that by the end of the year, you will see a much greater growth rate in deposits from us than you’re seeing – than you noticed in the first quarter.

Okay. And then just on, I appreciate the guidance on efficiency ratio, obviously, very, very strong a bank-only efficiency ratio in the 40s. And I wonder just for modeling purposes, if you could talk just a little bit about, where the bank-only expense is running at this point? And if that’s a decent run rate to think about once you exit the BankMobile business?

Sure, Frank, this is Bob. I’ll jump in here. See the bank-only expenses in the first quarter were $34.3 million. The efficiency, as Jay alluded here earlier, was just a hair under 50% this quarter. As I said, we expect that efficiency ratio to trend closer to the mid-40s as we go through the end of the year. So I think, what you are likely to see is expenses rise on a total dollar number, but the efficiency will trend lower as we grow revenues faster.

Okay, great. And then just finally, I wondered if just on the BankMobile front, I know, you’ve talked in the past about the partnership – the white label partnership. And I think you’ve talked about some new partnerships there. Is that – any of that public at this point, or do we have to wait, I guess, until you get the public filings closer to the IPO date to get some more detail there?

Our partners are very significant and they don’t want to see any leakage of their business strategies. And hence, the filing with FDIC – Form 10 filing with FDIC that was done along with the application to acquire the deposits, as well as the business. We’d buy flagship to FDIC was done on a confidential basis regarding the white label partnerships. So all we can say to you is that, everything is on track. And before the IPO, which is expected in the third quarter, our partners has agreed that they will be making and we will be simultaneously making the announcement as to who they are and what the BankMobile’s expectations are.

Okay. And I know you had a guess as to, you talked about the public filings made closer to the actual IPOs less spin-off dates. Should that – can you give any color on that timing? Do you think that’s a late 2Q, or too early to say at this point on the actual public filing, the filing is being made public?

Yes, the filings will be made public right after the approval of the acquisition of deposits by – from FDIC by Flagship as soon as they receive that. And as you know, they filed – they had to have – they were Flagship as a private company, so they had to have ordered the financial statements before they could file with FDIC. So their application was filed in the first week of April. So you got to give FDIC, at least, full quarter, so we are talking third quarter Frank. I would be – you would love it. I think, if FDIC is able to make a decision within this quarter, but it’s more likely that their Flagship received their approval in the early part of third quarter.

Gotcha.

And around the same time, then Customers Bancorp will be announcing a record date for the dividend, because it’s a very significant, it’s a very material dividend that we will be providing to our shareholders. And the shareholders would be able to sign a value and will be able to determine for themselves what is the future potential value of the dividend that we’ve given to them. And so all of that we believe will be a third quarter event.

Okay. Thank you very much.

Thank you, Frank.

We will take our next question.

Hey, good morning, everyone. It’s my Mike Perito from KBW.

Hi, Mike, how are you.

I’m good, Jay. How are you?

Great. Thank you.

So I had a few – a couple of other questions. I wanted to start on the – just with some financial-driven questions on the provision line. So it seems like, going forward, after your comments, Jay, the growth – a lot more variable C&I production, which will, obviously, help the margin, help diversify the portfolio a little bit. Is it parallel to assume that kind of the provisioning rates will be a – maybe a little higher historically when you were growing more in the multifamily and CRE space, when – with the incremental C&I growth? And, I guess, as we look at the provisioning rate in the first quarter, now still credit metrics look pretty good. So I mean, is that really kind of a growth-driven provision that we should be thinking about?

Mike, if you take a look at the Form 10-Qs historically and you’ll see it in this Form 10-Q, too, we do disclose provision rate by – provision levels quarterly by product. And you will see that the provision rate for the C&I portfolio is about 80 basis points, 83 basis point, where as provisioning rate for the multifamily is about 34 and 2 basis points. So to the extent, yes, to answer your question, yes, there will be some modest increase in the provisioning as we increase the C&I portfolio, there is a difference.

Okay, thank you. And then on the margin, the higher or lower prepayment penalty fees, it sounds like you expect that to bounce back. I was just curious if you have any thoughts on whether kind of the shape of the curve and the interest rate environment could impact that going forward? And will that potentially be a bit more volatile item? And maybe it’s been historically now that the multifamily book isn’t growing, or do you think this is more of a single quarter kind of timing-based issue?

That’s an interesting question. We do study and we have a lot of conversations about that, Mike, because there are a number of different drivers to the prepayments, particularly on commercial side as opposed to the residential, which seems to be much more sensitive to increasing interest rates and that does tend to extend. But there are lot of different reasons that businesses act that that drive that. And we’re finding at this point in time that maybe a little bit less on the multifamily, but we see it picking up in other areas of the business where there are prepayments and there are prepayment fees. So overall, we think that the average that we’ve had for – over the past two years. We’re not seeing a reason that it’s going to deviate that the mix of it may change from different products, but we’re not really seeing the overall number changing at this point in time.

Mike, this is Bob, I might just add. Jason, we do expect to rebound in the second quarter. We have had good activity already in the early part of this quarter. I would just say to, it obviously is a volatile number, right? We had a soft third quarter, a very strong fourth. The first quarter was not as strong again. We’re looking good into the second. Quarter-to-quarter, it’s a very difficult number to predict and it will bounce around.

Okay, no, that’s fair. I appreciate the color, guys. And just one last one, shifting over to maybe to more strategic type question. The – I want to make sure I heard it correctly. So the – and I think the press release kind of hinted at this, but the team that you hired in New York recently, that was the deposit focus team, correct, Jay?

That is correct. We’ve hired deposit-focused team in New York. And we are also in the process of hiring – we’ve already hired, but in the process of announcing a C&I-focused team in our market area.

In the New York market area, are you not or you just being across the...

It’s Pennsylvania and New Jersey market area.

Okay. And so, I guess, just the pipeline, when you talk about – to Frank’s earlier question on the deposit side, I mean, you guys see might be feel good about the stuff you’re going on. I’m curious, if there is more hiring that’s in your pipeline that you’re looking at, or do you think that with these – with the team currently in place, that will drive the deposit numbers that you guys are shooting for?

I think, it’s not just one team, Mike, as you can appreciate. It’s clearly all the efforts throughout the market area. So for the last 12 to 24 months, we’ve really improved our technology for our Treasury-based services and we recruited an individual from P&C, who has been very engaged in updating all our offerings. So we are pleased to share with you that there is no differentiation practically speaking between the product offerings and the deposit side between us and a Chase or a P&C or a BofA and that was important for us. So we can – so since March of this year, we have had – we have our – if all that work is done, we had to switch to AFIS from Pfizer. We announced to the public that’s been done. And so with the teams and coupled with the products that are needed to have those core accounts, that’s why our confidence is much higher in our ability by the end of the year to see a turnaround in the deposit side and to have much more franchise-enhancing-related core deposits rather than institutional and municipal deposits. Those will remain on our balance sheet. But there will be much or relationship-oriented as such, and you will see an improvement in our loan to deposit ratio. We will see a reduction in our deposits when BankMobile is divested. So that is it’s important for us to be working on all these efforts right now rather than at the end of third quarter, because it’s – our objective is to try to get as much growth in deposits as possible before the divestiture takes place. So that we don’t add meaningful numbers to our borrowings. If we decide to continue to maintain some growth and not shrink by the amount of sale of BankMobile deposits to Flagship.

Thanks, Jay, very helpful. And then just lastly, for me. I’m just curious, I mean, you guys launched the higher yield tracking. I’m just curious what you guys learned and – from the launch of the product? What kind of reaction you saw? And if you guys have any kind of internal thought, you could share with that – on the program that are kind of impacting your forward thinking?

Yes, our consumer deposit was introduced pretty much in the branch-based consumer area. We’ve seen a $55 million increase in our consumer deposits since the beginning of the year. The launch of our consumer initiatives, which principally were driven by that product.

Okay. Well, thank you for taking my question, guys. I appreciate the color.

Thank you, Mike.

We’ll take our next question.

Yes. Hi, it’s Joe Gladue from Merion Capital.

Hi, Joe.

Just want to get a few details on some of the fee income and expense categories sort of the quarter-over-quarter change. And I guess, the first one just on few of the bigger items. Can you give us some detail on, I guess, the significant change in the sort of the others fees and income line from the fourth quarter to first quarter about $1.7 million increase. What was driving that?

The other fee income line is the question, Joe?

Yes.

And this first quarter 2018 or first quarter 2017?

Well, I was asking the first quarter versus fourth quarter.

Yes.

I mean, Joe, we can circle back to you, the fourth quarter looks like it was a little bit light to begin with, this quarter was a little bit more but there are several items that go in there, I don’t think there was any one thing that was notable.

And then there is a number of different things, there is one – there is an offset to come down, they are really to do increases that are happening, or excuse me expenses that are being incurred elsewhere, but those things in there such as the sales of fixed assets looking for your income. There is a uptick in the University fees for financial aid disbursements and some subscription revenue, some commercial lease income is now going into there, that’s probably big item that’s been put in, they are now that’s up to $800,000, $850,000 and that’s going in there at this point in time. Also the derivative valuation change goes in there and that was $250,000 again in this particular quarter, you know that depending upon where interest rates go, that can go either way. Interest rates going up with our derivatives that increases our value. There is also some swap premiums that are included in there. And so as Bob had said, it’s a mix of a lot of different things and nothing really stands out.

Okay, of course I was going to ask you a similar question just on the salary and benefits line. I think that the press release talked about the first quarter 2018 versus first quarter 2017 which – where salaries line increased, but I guess compared to fourth quarter was down about a $1 million and just was there any, I guess there is fewer days in the quarter, but anything else lowering that?

I think it was, I can tell you a little bit. We – after we – in the four quarter, we always have a adjustment for bonus pools and I believe that we have had a bigger impact in the fourth quarter, and the first quarter as you know with the FICA taxes and whatnot usually you see the salaries and benefits lines go up above average a little bit, but that was more than offset by higher bonus dollars accrued by us in the fourth quarter.

Okay, thank you. That’s it for me.

Thank you Joe.

We’ll go next to Russell Gunther with D.A. Davidson.

Hey Good morning guys.

Hi, Russell, I look forward to seeing you next week.

Yes, very good to have you guys out there. Thanks for taking my questions. First one is a bit of a follow-up to some of the others, just hoping you could just provide some color around any targets you have for some of the newer teams that come on be it loans or deposits?

Like I mentioned, Russell, we have announced addition of a deposit oriented team. We are going to be announcing addition of C&I oriented team. We have added to our teams in Chicago and Washington DC and we are also making some small additions to our various teams in New York, as well as in the New England. It is important that we align our teams with their talent base and the book of business that we have and what they are bringing over to us and they put together their business plan. So we look at all of that and typically a team that we bring on, we see them breaking even within six months, and that is a good team for us, so at this time we are not looking at any more teams, first quarter also is usually a more robust quarter for team acquisitions after they’ve had their bonuses from their previous employer and you should not expect us to have any other significant additions at this time.

Okay, and then thanks for that Jay. Switching to the comments you made on capital earlier, you mentioned that there are certain assets you might not seek to replace with a divestiture of BankMobile, just if you could provide a little more color there in terms of what that strategy might look like?

So the BankMobile has about $500 million of deposits, they go – they range between $350 million to $800 million at different times from a seasonality point of view, so one other options for us would that in third quarter, let’s say, the deposits are about $500 million or $600 million that we may choose to shrink the balance sheet by a $200 million and that’s somewhere in between and then let go of certain term assets on the other side and either sell them to BankMobile at our arm’s length or in the market place as such. So that is what we look at from a capital allocation point of view. So that’s what I meant by saying that we will take steps to not have our capital ratios be negatively impacted by the BankMobile divestiture and our goals for the end of the year capital ratios to be significantly better than what you saw at March 31 remain. And in one way or another, we expect to beat them.

Okay, very good. Thanks for the help there. And then last one for me is, do you guys have a sense for just about how much capital Flagship needs to raise to get this BankMobile transaction completed?

It’s approximately $100 million, so it’s not significant amount, because our Customers Bancorp shareholders has to own 51% to keep this as a tax-free transaction. And hence, you look at a market cap of Flagship will be more or so in the $200 million-plus range.

Got it. Okay, thanks for that. Thanks for taking my questions, guys.

And we’ll take our next question.

A couple of questions. First of all, relative to first quarter of last year, what was special about BankMobile’s noninterest income? And then secondarily, what’s needed to get that noninterest income growing for BankMobile?

I’ll take that, because I don’t know if Luvleen is on the line. But Bill, how are you?

I’m well, thank you.

Good. I think BankMobile is noninterest income. We don’t charge – BankMobile doesn’t charge any fees of any significance at all. So it’s pretty much the debit card interchange income, which is the lion share of the noninterest income and then followed by the fees, which the non-enrolled students pay or when they use an ATM, which is out of the network. Those are the three main sources of noninterest income and there’s some seasonality to that. And – but there was nothing significant and we – and besides that and BankMobile did not raise any fees. In fact, if anything is looking at moderating the fees and building new sources of revenue by retaining customers and giving them incentives to remain with BankMobile as customers for life rather than simply making approaches to increase short-term noninterest income. But when they do go ahead and do their IPO, I think, that will be the time for you to ask the BankMobile management team more of these questions. We are sensitive to the closeness of the IPO and we would prefer not to talk about any of the future plans of BankMobile.

Okay, that’s very fair. Let me ask two more questions then. Circling back to that first quarter of last year, are you able to highlight what was unique about that quarter since that is in the past? And then secondarily, can you share with us this – what early success you are having relative to the retaining of students, as they move into the workforce?

I think, BankMobile will talk about their strategies in the IPO for retaining and attracting customers. So – but for last quarter like I mentioned earlier, there were some graduates who today are no longer students and that could have affected activities. But I’m sorry, but I don’t have the details of exactly where BankMobile’s details financial statements from last year first quarter. But if you’re interested, we can arrange for you to speak with the BankMobile management team. And as far as the team forward-looking, we would prefer not to comment on that.

Great. Thank you, and nice quarter on the Community Bank side.

Thank you.

[Operator Instructions]

Okay, hearing no other questions. Thank you very much, ladies and gentlemen, for again joining in. And please give us a call if you have any other follow-up questions and we look forward to speaking with you at various meetings. I know we’ll be at D.A. Davidson’s conference next week. We will be at KBW’s conference also, we’re also going to be at Deutsche Bank Financial Services Global Conference. What else, Bob?

Three Part Advisors Conference in Boston next week, sir.

Okay, and Three Part Advisors best IDEAS Conference in Boston. So we are going to be looking forward to meeting many of you. Thank you so much and have a good day.

And again, this does conclude today’s conference. We thank you for your participation. You may now disconnect.