Earnings call: New York Community Bancorp outlines strategic transformation

New York Community Bancorp (NYSE: NYSE:NYCB) held its First Quarter 2024 Earnings Conference Call, where President and CEO Joseph Otting and CFO Craig Gifford detailed the company's strategies for long-term sustainable profitability and addressed the $335 million net loss for the quarter.

The call emphasized the bank's plans for growth, cost reduction, and credit risk management. Notably, the company completed a $1 billion equity raise, added new directors and senior leaders, and provided forecasts for financial metrics, including an expected tangible book value of around $7 by the end of 2026.

Key Takeaways

• Completed a $1 billion equity raise and appointed new directors and senior leaders.
• Plans to grow outstanding preferreds to $0.65 to $0.75 by end of 2026.
• Aims to reduce efficiency ratio to peer levels and improve capital ratios.
• Net loss of $335 million for the quarter, with a strong liquidity position.
• Anticipates growing loan portfolio, deposit base, and liquidity.
• Expects to reduce costs by 10-15% over the forecast period.
• Will focus on reducing commercial real estate concentration, particularly in the office market.

Company Outlook

• Forecast includes expectations for improved diluted EPS, efficiency ratio, capital ratios, return on assets, and return on tangible equity.
• Tangible book value anticipated to be around $7 by the end of 2026.
• Net interest income to benefit from loan repricing in coming years.
• Elevated provisioning expected in the near term due to market conditions, with normalization to follow.

Bearish Highlights

• Reported a significant net loss driven by provisioning.
• Acknowledged challenges ahead in executing the transformation plan.
• Some teams have departed, impacting talent retention.

Bullish Highlights

• Strong liquidity with over 200% of uninsured deposits in cash.
• Optimism about narrowing the valuation gap and executing the transformation plan.
• Retained a significant amount of deposits despite talent departures.

Misses

• Net loss of $335 million for the quarter due to provisioning for credit losses.
• Elevated loan-to-deposit ratio expected to persist over the next two years.

Q&A Highlights

• Emphasized the importance of relationship deposits and expanding into the C&I business.
• Discussed the stability of the multi-family loan book and retention of transactional accounts.
• Plans to focus on enhancing branch network and product offerings.
• Considering a strategic transaction worth $5 billion to improve capital ratios.
• Not in a position to acquire other entities in the short term, focusing on cleaning up operations and building risk management infrastructure.

New York Community Bancorp's executives have laid out a comprehensive strategy to steer the company toward profitability and stability. With a focus on managing credit risk, optimizing the loan portfolio, and improving operational efficiency, the bank is positioning itself for a stronger financial future.

Despite the challenges, including a substantial net loss and talent retention issues, the management team remains confident in their ability to execute the transformation plan and deliver value to shareholders.

InvestingPro Insights

New York Community Bancorp (NYCB) has been navigating a challenging financial landscape, as reflected in the recent earnings call. To provide a deeper understanding of the company's current market position, let's consider some key metrics and insights from InvestingPro.

InvestingPro Data reveals a mixed picture for NYCB. The bank's market capitalization stands at $2.66 billion, indicating a sizable presence in the market. However, the P/E ratio is negative at -0.786, and when adjusted for the last twelve months as of Q1 2024, it drops further to -10.01. This suggests that investors are concerned about the company's profitability in the near term. Additionally, the Price / Book ratio as of the last twelve months is notably low at 0.34, potentially indicating that the stock is undervalued relative to the company's book value.

On a more positive note, NYCB has experienced significant return over the last week, with a 1 Week Price Total Return of 10.75%. This could be a sign of investor confidence in the company's strategic initiatives or a market reaction to broader economic factors.

InvestingPro Tips shed light on some critical aspects of NYCB. The bank is trading at a low Price / Book multiple, which could attract value investors searching for stocks that are potentially undervalued. Furthermore, NYCB has maintained dividend payments for 31 consecutive years, demonstrating a commitment to returning value to shareholders even in challenging times. This could be a reassuring factor for income-focused investors.

For those interested in a comprehensive analysis, there are additional InvestingPro Tips available that could provide further insights into NYCB's performance and outlook. These include observations on earnings revisions, sales expectations, and stock volatility. To explore these tips and more, visit: https://www.investing.com/pro/NYCB and consider using the coupon code PRONEWS24 to get an additional 10% off a yearly or biyearly Pro and Pro+ subscription. There are 11 more InvestingPro Tips listed for NYCB, offering a more nuanced view of the company's financial health and market potential.

Full transcript - New York Community Bancorp (NYCB) Q1 2024:

Operator: Hello, and thank you for standing by. My name is Regina, and I will be your conference operator today. At this time, I would like to welcome everyone to the New York Community Bancorp, Inc. First Quarter 2024 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. [Operator Instructions] I would now like to turn the conference over to Sal DiMartino, Director of Investor Relations. Please go ahead.

Sal DiMartino: Thank you, Regina, and good morning, everyone. Thank you for joining the management team of New York Community Bancorp on short notice for today's conference call. Today's discussion of the company's first quarter 2024 results will be led by President and CEO, Joseph Otting, joined by the company's Chief Financial Officer, Craig Gifford. Before the discussion begins, I would like to remind everyone that our quarterly earnings press release and investor presentation can be found on the Investor Relations section of our company website at ir.mynycb.com. Additionally, certain comments made today by the management team may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements we may make are subject to the Safe Harbor rules. Please review the forward-looking disclaimer and Safe Harbor language in today's press release and presentation for more information about risks and uncertainties, which may affect us. Also, when discussing our results, we will reference certain non-GAAP measures, which exclude certain items from reported results. Please refer to today's earnings release for reconciliations of these non-GAAP measures. And now, I would like to turn the call over to Mr. Otting. Joseph?

Joseph Otting: Thank you, Sal, and good morning, everybody, and thank you for joining us today. Before I go into my prepared remarks, I'd like to also offer my apologies for the late notification for today's earnings call. Clearly, this is not the standard we intend to operate by in the future. And we will notify you in a timely manner in the future quarters. However, we made some big promises for this meeting when we met on March 7, which was a very tall order. And being a new management team, not only did we have to obtain and analyze information, we had to ensure we had both controls and processes and completed the credit review that we had indicated that we would conduct. As I indicated, we first got together on March 7, I had really three overarching items that I wanted to focus on in my first 12 weeks. The first was to reevaluate and get our forecast accurate and formulate strategies around the businesses. We wanted to conduct a review and understand our credit risk in the portfolio. And it was very important for us to engage with our regulators and develop relationships because they are very important to our overall organization and building our risk framework. We think that these were in critical components. We think we've done a tremendous amount of work on that. And we think you'll find through the slide presentation today, we came a long, really a long way in the last four weeks since the new team has come together. So now turning to the first quarter. During the quarter, the company took a number of actions designed to lay down the groundwork for a return to long-term sustainable profitability or in line with our regional bank peers. First and foremost, we successfully completed a little over $1 billion equity raise anchored by Liberty Strategic Capital, a firm led by former Secretary, Treasury Secretary, Steven Mnuchin, along with Hudson (NYSE:HUD) Bay Capital Management, Reverence Capital Partners and Citadel Global Equities. The completion of this equity raise significantly strengthens our capital and liquidity position, it really demonstrates the confidence that the new investors have in the turnaround currently underway at the company. Second, we bolstered our Board of Directors and executive management team. In conjunction with the capital raise, we reduced the size of our Board to nine members and added five new directors. All who bring extensive banking and turnaround experience to the bank. In addition, I have known for a long time and do them as independent thinkers and will challenge management appropriately as very strong board members. More recently, we announced the appointment of four senior leaders to our executive management team, each will have deep industry knowledge and extensive backgrounds in their respective fields. I think when you think about the characteristics of the people that have joined us, they all are coming from very strong organizations with backgrounds from organizations like US Bank, Bank of America and most of us have worked together either at one of those institutions or at OneWest Bank. So we understand the kind of culture and the type of risk organization that we want collectivity to build and we all came from those organizations that were viewed in the industry as very high-performing organizations. I'm confident together with the newly reconstructed Board, we'll be able to drive our strategic initiatives forward and solidify our position as the leading regional bank. We've done this before and we feel we can do it again. Third, we completed an in-depth due diligent process of our multifamily and commercial real estate portfolios, including the office portfolio performed both by the bank and separately by an independent third-party. We increased our credit loss reserves as a result of information from this review and other analysis we performed during the quarter. Now I'll take you through the earnings presentation beginning with slide 2. And on slide 2, it highlights our strategy. And as I said we bolstered the management and the Board. We've developed what we think we can share with you today a realistic operating plan to get the organization by the end of 2026 at or above industry standards for performance. We have achievable capital and earnings forecast. We have implemented now a rigorous credit risk management process and we've strengthened the talent on the credit risk process and we maintain sufficient liquidity as we'll walk you through earlier today. Our future targets are that we will be a strong diversified regional bank producing a return on average assets of 1%, a return on average total TCE of 11% or 12% and a CET1 ratio of 11% or 12%, we'll walk you through those later today. The goal is to create long-term meaningful shareholder value. 2024 will obviously be a transition year to a more normalized 2025 and 2026. On page 3 gives you a highlight and on that page seven of the 10 people are new to the company within the last five months and that adjuncts three important people that were legacy NYCB and Flagstar people who have joined the organization. And slide 4 gives a quick overview of the Board members and the depth and knowledge that they bring to the organization. On slide 5 -- slide 5 is a key slide outlining our path to profitability. As you can see we feel that we have multiple levers to get us there and I'll spend a few minutes kind of walking our way through that. So on number one, obviously, as the industry is confronted with the rapid rise in interest rates a lot of the loans that were fixed rates that had either three, five or seven interest rate resets a number of those are starting to come forward now and will go through a repricing process. And so that will benefit obviously net interest income and NIM. Number two, focus on workout of problem loans. We recently brought new resources into the company to bolster the talent and dealing with the workout side of our organization. And this obviously will have long-term reductions in our NPAs. Number three, we will begin to build a more robust middle market relationship banking franchise. Today we roughly have $20 billion in C&I loan outstandings in the portfolio that will create a really good basis for us to move forward and we see that business over $30 billion in the next three to five years. Just as a comment really I spent the vast majority of my career in this space. We successfully grew this business at US Bank under my leadership. We created that business at OneWest Bank in a very short order put billions of dollars of new loan outstanding attracted the right kind of talent. And I think that we will be able to do that here. And that will be one of the more successful areas of our story when we look to have a balanced balance sheet. On number 5, we'll look to fully integrate all three banks. Currently today in 2024, we integrated the Flagstar NYCB onto a single platform called Fiserv (NYSE:FI) and we have the signature legacy is on FIS. And so we will look to get to one platform in the future. And obviously, it's a very costly proposition when you're operating on two different platforms and consolidating that from an informational perspective. And number six, the efficiency ratio tells the story. We are an organization with an 80% efficiency ratio. Most of this came from US Bank, where Jerry Grundhofer taught us out to squeeze nickels. And so it's in our culture in our DNA. And we will aggressively look at our cost structure and make determinations of how we will be able to bring that back in with industry standards. As far as medium-term items, we will – as I indicated look to diversify our loan portfolio. Our commercial real estate portfolio today is around $47 billion. Our strategic target also bring that down around the $30 billion range. We'll improve funding by growing core deposits and we think that will be helpful by building more relationship-type strategies. And then number three, we'll increase our fee income by cross-selling into the businesses. Today we have capabilities on cash management, derivatives, commercial cards and syndication capabilities. And we can drive those further and deeper into our relationships. One comment I would like to make back on to the top in the short-term I jumped over number four, where it's a sale or runoff of non-strategic assets. We continue to look at the portfolio of assets on the balance sheet and have started a process within the organization where we're reviewing that. And we do have – and we have identified an opportunity that could close quickly for $5 billion at par minus a transaction fee that we believe could close within a 60- to 70-day period that we may be announcing here in the next week or so. So we've already begun that process of looking at which assets fit strategically going forward. And by doing that we'll obviously create additional capital for the balance sheet and will obviously create $5 billion of liquidity. And with that I'm going to turn it over to Craig Gifford, our newly appointed CFO, who I really enjoyed the opportunity to partner with on this project. He's a man of tremendous strengths and talents. And so Craig, I'll turn it over to you.

Craig Gifford: Thank you, Joseph and thanks to all those who were able to join the call today. I look forward to meeting many of you in the near future. Over the next few slides, I'll take you through how we think about our forecast, our loan portfolio and our credit risk and our deposit base and liquidity. If you turn to Slide 6, you can see a summary of the next three years' expectations of our financial performance. At the very beginning you can see that we expect our diluted EPS and this is on a fully converted basis for our outstanding preferreds. Growing from our current level through to about $0.65 to $0.75 at the end of 2026. As Joseph mentioned, you can see that we have expectations to reduce our efficiency ratio down to – from the current level down to peer levels. And we would see that happening through integration of our previous mergers and a close look at our overlapping cost structures. Our capital ratios were certainly bolstered by the recent capital infusion that Joseph mentioned, and we see that moving to peer levels over the next two years through our earnings power and retention of the earnings into capital. Our return on assets, we see improving through a rebalancing of our asset mix as well as loan repricing into current market rates. Our return on equity – our return on tangible equity will benefit as a result of these items and will drive this back to an 11% to 12% return on tangible capital over the outlook period. And finally, we believe that that will result in a tangible book value in the $7 range as we get to the end of 2026. These all reflect the strategies that Joseph outlined on the previous page. If you turn to Page 7, this is really where the rubber meets the road. How is this going to happen? Starting at the top of our income statement, our net interest income will benefit as we see loans reprice over the next couple of years. Our expectations with respect to rates that we built into these numbers follow the median rate forecast. We have about $4 billion a year over the next three years that we'll reprice and that's reflected in these numbers. We're actually relatively interest rate risk insensitive right now. We recently exited some pay-fixed swaps that moved us into a relatively flat neutral position. Our net interest margin certainly decreased this quarter. That was a result really of two things: our need to move into a bit more -- a different shift in our funding mix and more wholesale funding as well as an increase in our borrowing costs. We expect to see that improve over the next two years, again, principally a result of repricing of our loan portfolio. From a provision expense, as Joseph mentioned, after taking a deep dive look at our credit portfolio and looking at current market conditions, we did increase our loan loss reserves in the quarter. We do expect to see an elevated level of provisioning through the rest of the year as market conditions potentially impact more borrowers. But after that we expect to see a return to a more normalized through the cycle level of losses and we have shown you our expectations here. Our non-interest income expectations are relatively flat in these targets but we actually see upside as we balance our customer mix towards broader relationships as Joseph mentioned. Non-interest expense, we do expect that we'll be able to drive efficiencies through our platform as we focus on our merger activity we have systems processes and infrastructure duplication that we do believe that present us opportunities to reduce our costs. Over the forecast period, we've assumed between 10% and 15% reduction in our cost structure. If you move to slide 8, you can see where we currently stand. Our equity position -- our equity infusion in March has us at a 10.1% CET1 ratio on a fully converted basis. You can see that the reserve increase that we did in the first quarter brings us to a 1.58% allowance to loan loss as a percent of total loans excluding our warehouse loans. And importantly, and I'll cover this in a few minutes in more depth. 84% of our deposits are insured deposits. We have a very low level of uninsured deposits compared to our peers at the moment. If you move to slide 9, I'll talk a little bit about our loan portfolio and the level of credit review that we did on a number of our higher risk positions in the first quarter. This slide presents our loan portfolio in total at the left. And then covers on the right-hand side, the number of loans and the percentage of the portfolio that we did what we refer to as a deep dive. That deep dive involved a lot of internal analysis as well as getting third party information about property valuations. And we've taken that information and considered the credit exposure in the portfolio. And I would say, it confirms the potential for credit loss that was previously disclosed in our materials. You can see on the bottom right-hand side, the dollars and the percent of the portfolio that we covered and I'll cover the office and multi-family portfolios in detail on the next two pages. But at a high level, we had a deep dive on roughly 75% of our office portfolio and roughly 30% of our multi-family portfolio. If you move to slide 10, you can see what I'm saying in the top right-hand corner. We did a deep dive review of $2.5 billion of a $3 billion office portfolio, certainly office portfolio -- the office portfolio is in a market segment that is suffering a high degree of stress. Our overall -- it doesn't represent a particularly large percentage of our overall loan portfolio at only $3 billion. And you can see that we, on the bottom right-hand side, stand at a 10.3% allowance to total office loans excluding owner-occupied loans. On the bottom left you can see that in our deep dive review we covered our top 50 loans and those had an average principal balance of about $50 million. The remainder of the portfolio is fairly homogenous or an average loan balance you can see of about $5 million. And we believe those have a differentiated credit risk, largely because they have more refinancing options just given their loan size. If you move to slide 11, you can see more information about our multi-family portfolio. It's certainly our largest segment of the loan portfolio at $36.9 billion. You can see that we covered 36% of that portfolio in our deep dive credit review. And on the left-hand side you can see that at the end of the quarter we have a 1.3% allowance to total loan coverage ratio in the multi-family portfolio. Again, on the bottom right, you can see that the loan sizes that we covered in our deep dives were those loans that were largely above $50 million and the loan sizes that we think of as more of a homogenous basis portfolio are around $5 million. In the bullets, you'll note that we expect about $2.6 billion of our multi-family book to reprice in 2024. I mentioned an expectation of about $4 billion in total. We've had very good success with repricing of our existing portfolio over the last 15 months. We had $2.1 billion of loans that have repriced. About a fourth of those have actually paid off at the repricing date and the other three-fourths have repriced up to current market rates and we've seen almost no delinquencies to-date. In other words, the borrowers have been able to cover that service in spite of the elevated level of interest rates. If you move to Slide 12, we have some information on our non-office portfolio. Roughly $7.4 billion. Importantly, you can see on the bottom right that we have a very diverse book. There's no real credit concentrations. We did review about a fourth of this book and we don't really see any stresses in the rest of the portfolio. On Page 13 is a breakout of our allowance for loan losses and I'll just point out that on the multifamily portfolio, again, we're at 1.3% allowance coverage ratio. That's up 45 basis points from 82 basis points at the first quarter -- excuse me at the year-end. And again you can see the office allowance ratio is 10.3%. The office ratio in particular puts us at the high end of the range compared to our regional bank peers. Moving to liquidity -- deposits and liquidity if you turn to Page 14. You'll see in the top left-hand side that roughly 41% of our deposit base are transactional and lower-cost funding. It's not a CD-focused book. That said, we have looked to the CD market for some recent funding needs. Bottom left-hand side, importantly, you can see that our deposit base has been very stable since the capital infusion and in fact, we've grown deposits. And that's not only through the end of March, but subsequent to the end of March to-date in April, we've seen a very stable deposit base and stable growth. I'm sure you know you've seen that in the market we have a premium product. We call it the 555 product. Importantly, we're seeing good traction but it's not so large as to move our margin. It's focused on new money and new customers that we are bringing to the bank and I would say that it's not driving an overall wholesale repricing of our deposit book. If you turn to Slide 15. As I mentioned before, the vast majority of our deposits are insured deposits. We only have $12.4 billion of uninsured deposits. And on this slide, you can see that we have more cash on the balance sheet than the entire amount of our uninsured deposits. That's quite unusual compared to regional bank peers. In fact, from a total liquidity perspective, we have over 200% of our uninsured deposits. We continue to focus on building liquidity. And as Joseph mentioned, as we look at potential strategic portfolio transactions, we would expect to see some degree of further build in liquidity coming from those transactions. Slide 16 is just a brief look at our first quarter financial highlights. We had a net loss to shareholders -- to common shareholders of $335 million for the quarter that was largely driven by the provisioning of $315 million for the quarter. Certainly, elevated, there was a bit of noise as well in our net loss related to our merger-related activities, which we see declining throughout the year and don't see that carrying over into 2025 and 2026. And then we also had a bit of noise related to some adjustments from the previous bargain gain that we recorded last year as we close out the accounting associated with the Signature transaction. Excluding, those and at a more normal provision level, you can see that our base operations were actually at a slight net income level in the first quarter. And now, I'd like to turn the call back to Joseph. Thank you.

Joseph Otting: Thank you, Craig. First of all, I appreciate your patience. Since this is really our first opportunity to get together with all of you, we thought it was very important to go through the deck as opposed to just reading opening comments that you could get really the context and details of where the organization is today and then how we see that transforming into the future. So, I hope you found that helpful and useful and we clearly look forward Craig and I do to meeting a number of you and following up and having discussions in further detail and really what are the areas of the packet that you would like to have. One of the things that we look at is what is the upside for the company? And we are currently trading at roughly 0.42 of a fully converted tangible book value of $6.33. This compares to about 1.5 times for Category IV banks at about 1.4 times for regional banks. I believe this valuation gap will narrow significantly as we execute on our transformation plan. And this plan is we're all experienced of going down this journey and this path. We've done it before. We know what the end looks like. We know what we have to do to execute on it. And we as an executive management team are optimistic that we can deliver on the plan. It's going to be a lot of hard work. We recognize that, but this is a strong team that's come together with a very diversified background that has been in environments that they see what the strong regional banks can kind of look like. So finally, I'd like to really thank all of our teammates for their hard work and commitment to the bank and our customers. As you can appreciate, I've been here slightly under eight weeks now. Craig has been here 2.5 weeks, but it was very important for us to be able to kind of meet with you as soon as possible and give you an overview on the organization. And we look forward to fielding any questions from the group. And operator, I will turn it back over to you now, for you to be able to call on people for questions.

Operator: [Operator Instructions] Our first question comes from the line of Ebrahim Poonawala with Bank of America. Please go ahead.

Ebrahim Poonawala: Hey Good morning.

Joseph Otting: Hi, Ebrahim.

Craig Gifford: Good morning, Ebrahim.

Ebrahim Poonawala: Good morning, team. So appreciate everything that you outlined around business strategy and credit. Maybe first question, I guess, both of you wrote this better than most. We are in a tough interest rate backdrop. Just talk to us when you talk about growing the core deposit franchise which is extremely tough right now for even the best of banks in terms of the nuts and bolts of how you can execute that without undue pressure on deposit costs? And also if you don't mind addressing there's been a fair amount of challenge about talent leaving NYB over the last few weeks? Like, how impactful would that be? And how much of that is baked into your forecast and outlook from here? Thank you.

Joseph Otting: Yeah. Thank you very much. So the first question is when you look at kind of the legacy organization it was kind of a monoline business where they focused on multifamily and then they raised high money market and CD rates to fund that. And then the evolution with Flagstar brought more relationship deposits into the fold. And then the third leg of that was the Signature bank joining the organization through the FDIC assisted transaction. So we have been able to through those processes get to as when Craig, showed on the chart, 41% of our deposits are actually in non-interest-bearing and interest-bearing which are transaction-related accounts. And if you ask most people, Ebrahim, who is your bank? Most people identify, no matter if you have a $1 million in your brokerage account and you have your mortgage with somebody, they usually identify with who's their checking account is. And so, we have a strong baseline in our retail franchise to be able to grow off of those relationships. And then as we look to expand into the C&I business, usually if you can be important to the customer stack and usually in the middle market and the specialty industry business there's usually three to five banks. And if you can be important in that stack, you will usually get the relationship products and those will be deposits, cash management, derivatives, syndication activities and so really our big focus is developing and recruiting talent into that space and building upon what we already have. We already have some very good businesses in that space. And that's where I think as we execute on that strategy, you'll get less interest-sensitive clients and more clients that are interested in supporting the overall relationship. The second part of your question, I think, dealt with the Signature Bank (OTC:SBNY). And what I would say about Signature Bank is, we really want to build the baseline of our C&I commercial business around the Signature Bank teams. We really have a unique franchise that we were able to obtain where we have commercial bankers and private banking people from Signature Bank. They're really in some of the most lucrative markets in the United States. They're in the Southwest, the Northeast, the Southeast and then around the Greater Lakes, I will say it has been a tough integration of them into our bank. Some of it has been our fault and we have to take responsibility that not all of our products have slowed effectively for them. But I would also say some of the clients did not -- some of the legacy clients of Signature did not meet our BSA standards, and those clients are no longer with Flagstar. So there also was a little bit of a uniqueness of trying to fit. They had a decentralized risk model. We have a centralized risk model. So I think there was a higher standard around that. But we have lost roughly 200 people in that group. We do track on a daily basis. The departure balance when the teams left was $6.176 billion. And today, the current balance is $6 billion, so roughly slightly less than $200 million of deposits have left. And we do recognize some of those deposits will take time to migrate out of the organization. But I think we've done a couple -- there's been a couple of contrary things why that has stuck is when those teams left, they frequently did not take the whole team. So the team was ten, they took three and left seven people. Those seven people have done an extraordinary job of stepping up and calling on those contracts and retaining those. And that really has been quite positive. And we're -- there were smaller teams where the whole team left, we quickly reassigned those to other teams. And so I think the combination of that has helped us be able to retain a significant amount of those deposits and be in a position to kind of move forward. So there's always that risk for some more deposits, but it isn't like we've had a big wholesale and as Craig pointed out on the slide, we had very -- we've actually had pretty good growth in deposits during the quarter. And we continue to see that carrying through into April as well. And really, it's strong growth in the retail franchise and growth in the private bank. So where you would perhaps anticipate that, that would be rolling down, it's actually been rolling up.

Craig Gifford: As Joseph mentioned, there's been very little deposit departures since the press associated with the adviser -- with the group of advisers that left couple of hundred billion, I'm sorry, yes, a couple of hundred million dollars of departures. All of that occurred in the first two weeks and over the last couple of weeks, it's just been a trickle. Very positive.

Joseph Otting: Ebrahim, one of the other things is like most of -- those teams have left for small banks. And some of these clients just can't be serviced by those small banks. So they may move part of the relationship. But if they're fully integrated into the bank, it's very complicated to delink the treasury management and all the services and systems that you have. So my guess is we'll have split relationships with some of those small banks and things that can move over but we've been able to retain a significant portion of the deposits and activities. And we've been calling, Alessandro and I have spent a lot of time calling on the private banking clients, meeting with the people, trying to understand, as I said, some of this is our fault, the integration process and making sure we understand how we can be more responsive to credit needs, account opening and those things that can make it more transparent for those customers to integrate into the bank.

Ebrahim Poonawala: That's great color. And if I can have one quick follow-up. So, I appreciate all the deep dive you've done on the office and multi-family. When all this began, there was a lot of concern around New York cities and stabilized multi-family book. And I appreciate there's more to do in terms of the deep dive review. Just give us a sense, like for the longest time, I've covered the bank, it felt like the loss content in that book should be minimal. And I would love to hear your thoughts in terms of how we should think about the rents stabilize New York City multi-family and your view on the loss content? Thank you.

Joseph Otting: Well, a couple of things. I mean we all know about the 2019 legislative changes. And then the expectation perhaps that the Supreme Court would move against that and they haven't. So we're kind of in the army, so to speak with what we have. We may have hit the low point now that some of the jurisdictions are doing tax abatements. We've looked at the very big multi-families that have large exposures. And we'll do more work on the remainder of the portfolio during this particular quarter. But as we say, the revenue is pretty solid in that space. I mean, there's very few vacancies. They know, what the revenue -- where there's been problems, really is how on the other side of the operating expenses have risen. People will tell you to buy a new HVAC system, it's 30% or 40% higher than what it was two years ago, hiring people to do work on site, interest rate resets just a lot of negative consequences on the expense side. On one of the chart pages, Craig, yes, Chart 11, I think one of the important parts about our portfolio is, if you look at the part that shows the past due, stage that the one that shows the past due 30 to 89 days past due. Anyway, while he is finding that page Ebrahim, one of the things that our portfolio has exhibited amazing resiliency where clients are not going past due. So where we see that perhaps the property is over 100% loan-to-value. And just for the properties, the debt service coverage is below 1:1. These are frequently long-time owned properties by families, and they are supporting those properties from resources amongst the family, because they don't want those properties -- to lose those properties. And while in those instances we don't have guarantees, potential tax liabilities are motivating people to be at the table with us, negotiating to make sure that they can they have time to kind of manage their way. And Ebrahim, what I was referencing is on Page 8. The third item up from the bottom is -- or excuse me, second item up from the bottom is, total loans 30 to 89 days past due. At the end of the first quarter, we were 26% versus Category four were 64% and then $50 billion to $100 billion was 29%. So our portfolio, while we do feel there's loss given default and probability default, the portfolio has held up very well from the standpoint of the borrowers continue to make payments.

Ebrahim Poonawala: Got. Thanks for taking my questions.

Joseph Otting: You’re welcome.

Operator: Your next question comes from the line of Dave Rochester with Compass Point. Please go ahead.

Q – Dave Rochester: Hi, good morning, guys. Congrats, on getting all this together in such a short period of time. It's very impressive. Just following up on your comments on the $6 billion in deposits, I appreciate all the color on that. What's the mix of that $6 billion that's remaining? So, what portion of that is DDA versus interest-bearing or higher rate CDs. And then, if you could just talk about how many of those teams are remaining at the bank and where you stand with lockups and whatnot, with the remaining private bank teams and how you're managing that relationship, at this point going forward?

Joseph Otting: Yes. There's about 100 teams left, with the bank today. So if you said there was roughly 130 at the beginning, there's 100 left. And we had in place a cash payment after one year, cash payment after two years, and then an equity RSRs that would vest in the third year kind of on a cliff vesting. And -- but I would also say Dave, money is one thing. But if you're servicing your clients in that space and they have a really unique model, which I actually like is, they're a single point of contact for their customers, and I'm supportive of that model. If you're not able to support your clients, you're going to be frustrated. And you're not going to stay at an institution you don't think that will give you those tools. And so, it's really -- we've got to fix that. And if we can fix that, I think people can really have a successful career here and we can take care of their clients, because we have the ability to execute. So lockups are one thing, but if you're not able to take care of your customers and that's your franchise, then I don't think there's any money that would keep you out at the bank. And I don't know, do you have the number on...

Craig Gifford: To put some numbers around the deposit mix of that $5.8 billion, only about $250 million of that is CDs. So it's not -- it's stable because of the relationships in the business, not because of maturity term structure.

Q – Dave Rochester: What piece of that is DDA? Non-interest bearing?

Craig Gifford: I don't have that number in front of me but the bulk of it is transactional accounts.

Dave Rochester: Got you. What do you think in terms of the timing of ironing out all the issues on the service side?

Joseph Otting: We've been all over it. It's been one of my personal initiatives. We meet, we have that and continue to meet with they're called private bankers but I'll be honest with you. Most of them are just really good commercial bankers. And we're working through. We first worked through some of the approval levels that were assigned and we got them back to kind of what their approval levels were with Signature Bank. And then we've been working through the credit process. We've assigned a particular person to work through how credits get approved. So for the most part I think we're ironing those things out. We've basically gone down to a trickle of people leaving at this point. So I really think that people that are here are engaged and they want to be part of the organization.

Dave Rochester: All right. Great. Thanks guys. Appreciate it.

Joseph Otting: Thank you.

Craig Gifford: Thank you.

Operator: Your next question comes from the line of Mark Fitzgibbon with Piper Sandler. Please go ahead.

Mark Fitzgibbon: Hey guys, good morning, and thank you for all the detail. I wondered if you could share with us what you're assuming for the balance sheet size in your modeling?

Craig Gifford: Yes, we can. We are not assuming any significant reduction in the modeling that represents the numbers on pages 6 and 7 in our balance sheet size. As Joseph mentioned we are thinking about and looking at a number of strategic transactions, but we don't have a balance sheet reduction as our principal target. We'll make strategic moves that are right for the business and right for our balance sheet and importantly increase our shareholder returns.

Mark Fitzgibbon: Okay. And then secondly I think your lead independent director had suggested on CNBC recently that the company could be used as a roll-up vehicle for more FDIC deals. When do you think that's conceivable? Is any of that baked into your plan through 2026?

Joseph Otting: It's not baked into our plan. What I would, obviously, with my background of being the comptroller of the currency, I have good visions into what a good credit good risk management infrastructure looks like. What is first line of defense in second line and defense and third line of defense should be. And by no means are we in a position in the short-term to be in that position to be acquiring other entities. We'll clean up our house and get it in order. And really our focus is to work with our regulators at the OCC and the Fed. They're important partners to us to guide us and partner with us as we build the infrastructure here. We have a lot of work to do in this organization to put the risk structure in place. And we're committed to doing that. We've taken some actions where we formed a committee at the bank, we're hiring a person that coordinated in the organization. It's their job. We formed a management committee. We're really focused on it and we want to deliver because we think it's important for us. We're not doing it because anybody else wants us to do, a KPMG to regulate it. We want to do it because we think it's important.

Craig Gifford: And I would tell you that the financial impact of that infrastructure needs and build is included in the financial forecast. So we would see that some of the opportunities for efficiency that will drive out of the business will be reinvested in developing risk management infrastructure.

Mark Fitzgibbon: Great. And then just lastly would you consider selling a part of the branch franchise? Are there any far-flung areas where you see an opportunity to shrink down part of the branch franchise?

Joseph Otting: I don't think so, not at this point. I think we really like the deposits and how the bank has operated in the retail bank. If anything we would like to get more products that they could have available. We, obviously, are really good at originating mortgages and being better at originating mortgages out of the branch could be a strong initiative. Reggie is focused on doing more small business lending out of the branches as well. So I think we're more into, how do we enhance what we offer through our branch network. They've done a really strong job. We have a very powerful deposit base out of the branch network and we think we can grow upon that.

Mark Fitzgibbon: Thank you.

Joseph Otting: You're welcome.

Operator: Your next question comes from the line of Chris McGratty with KBW. Please go ahead.

Chris McGratty: Hi. Good morning. Thanks for the question. Can you just share where you are looking to run the loan-to-deposit ratio over the next two to three years?

Craig Gifford: Yeah. I think that the loan-to-deposit ratio as we -- as our current balance sheet mix looks will continue out at least over the next 24 months, as we get beyond that and look at our wholesale funding and our on-balance sheet liquidity position, you might see us move to a lower reliance on wholesale deposits -- I'm sorry, on wholesale funding and perhaps an increase in deposits that would reduce that ratio a bit. But I don't expect to see it transition significantly in the next 24 months.

Chris McGratty: It will remain elevated there?

Craig Gifford: Well, as we look at strategic transactions, we might see some reduction of loans that would reduce the loan-to-deposit ratio just through strategic transactions that would be intended to drive liquidity as well as perhaps operational efficiency and ultimately shareholder value, particularly by releasing some capital demand.

Joseph Otting: Right. Chris, one of the I'd say the overarching strategies within the company is to really look at where we have scale and where we have relationships. Some businesses where we don't know the customer, they're just singularly using the balance sheet. Those would be businesses that probably would be complicated and difficult for us to hold on to in the future. And the market today is -- there's a lot of buyers for that kind of product. And so as we would execute on transactions as Craig said that would give us the ability to use that liquidity either to reduce wholesale borrowings or increase our liquidity.

Chris McGratty: Great. And I guess as my follow-up it's two parts. The $5 billion you talked about that you might be at a point to announce details. Can you share what asset class that is? And also, would be strategic decisions with the balance sheet also be considering like a CRT transaction where you reduce risk-weighted assets? Thanks.

Joseph Otting: Yeah. Chris, I wanted to make sure people are aware of it in case we announced it in a day or two. But I don't want to go into details. I think at this point it's not appropriate to do that. But we are right at the doorstep of deciding whether we're going to move forward with that transaction.

Craig Gifford: Importantly, that transaction would be accretive to our capital ratios, it would reduce our capital demand and wouldn't have a significant effect on either immediate gains or losses or our earnings potential.

Chris McGratty: Great. Thank you.

Operator: Your next question comes from the line of Manan Gosalia with Morgan Stanley. Please go ahead.

Unidentified Analyst: This is Brian Wilsons [ph] selling in for Manan. Can you talk about your approach to complying with the long-term debt rules that were proposed last year? And related question is what do the rating agencies need to see in order for you to have a better rating? Thanks.

Craig Gifford: I'll move to the last one. The second question. They need to see a reliable path towards earnings and the ability to demonstrate our understanding of the credit risk. I don't see that as an immediate term. We certainly think that there are opportunities for us to demonstrate our understanding of the business and our financial performance in a repeatable way that could lead to upgrade potential or positive outlook in a medium-term time frame. In terms of long-term debt rules, I think where we stand from a capital position will benefit -- our funding will benefit as we continue to increase our capital ratios, but we continue to evaluate our balance sheet position and have -- really haven't made any long-term decisions on how we'd be structured there.

Unidentified Analyst: Okay. Great. Thank you. And then just as a follow-up when it comes to bringing down the commercial real estate concentration, can you give some more details on the types of commercial real estate that you might choose to maintain or grow over time versus what you are more likely to deemphasize?

Joseph Otting: Well, clearly the biggest concentration is in the multi-family sector of the portfolio. So to move any significant numbers you would have to reduce your exposure in that particular area. I would say from a risk perspective, it would be our desire to reduce our exposure in the office marketplace. We've done a pretty deep dive on $2.5 billion of the $3.3 billion of the portfolio. And so clearly, the stress there I think there's been a fundamental change in how people are going to work and what space is going to be used in the future. It's just – it's difficult to see the end on office and so I would say if I was where would I like to see the first reductions it would be an office but then eventually if you get down to that $30 billion level, we would definitely have to go into the multi-family book and reduce our exposure there.

Craig Gifford: But I'd say it's more likely to be through how we manage our relationships and the transactions as opposed to portfolio sales.

Joseph Otting: Right. Yes. I mean our goal around here is like A, if we have a relationship with you and the deposits then if you want to do something and it's a good credit we'll still do it for it. Option B, is if you want us to do a loan and you're either going to bring deposits back or we can gather a big part of your relationship we'll do those. Option C, where you just want to use our balance sheet we won't do transactions like that in the future.

Q –Unidentified Analyst: Thank you for taking my questions.

Joseph Otting: Welcome, Brian.

Operator: Your next question comes from the line of Ben Gerlinger with Citi. Please go ahead.

Ben Gerlinger: Hey, good morning.

Joseph Otting: Hi, Ben.

Ben Gerlinger: I know you gave a good amount of information on your independent – or excuse me the individual categories of some of your CRE book. Just curious just because I mean multi-family reviewed roughly one-third some non-office series for the quarter. Is there an intention to do a complete 100%? Or did you start with the largest just to make sure you're kind of – you're an appropriate area for your reserve levels?

Craig Gifford: So we started with the largest not only because it's – they're large loans and we get more coverage with less count but because they're generally more institutionally owned as opposed to either family-owned or privately owned investments. And the decisioning factors are different there as Joseph pointed out. Additionally, obviously, as I mentioned the refinance risk is more of a challenge when you're talking about $100 million credit as opposed to a $3 million credit. We will continue through our standard and improving credit processes to take a closer look at the smaller loan portfolio. And I'd say the next cut would be in a more standardized approach to look at our portfolio balances over about a $10 million threshold as we continue to look at that and as we continue to see borrower performance in the current environment that could impact our reserving levels. But we believe that we have appropriate levels of reserves for the portfolio right now.

Ben Gerlinger: Got you.

Joseph Otting: And one other thing. The next phase is we're kind of looking at the large borrowers and what we mean by that is instead of large loans we're going to look at where there's a consolidation of the borrowers. And then also any relationship whether it's $10 billion or more by June 30 we'll be through that process. So when we report to you next time as well we'll be able to kind of give some statistics around that. So we are kind of waterfalling our way down to the portfolio to make sure that we're comfortable with obviously the risk ratings and the reserves against the portfolio.

Ben Gerlinger: Got you. And just a follow up here quickly. I know you gave the guidance of an elevated loan loss provision throughout the rest of this year and it wanes pretty materially 2025 and 2026 in – for this year, what is it really predicated on? Is it more so allowance building? Or is there some sort of – as you push things that you might have to be marketing a loss similar to earlier this year? Just kind of – I'm just trying to get a sense of why anticipate higher provisioning going forward for the next...

Craig Gifford: Well, I think it's a good question. I think that what we've seen is repricing at higher interest rate levels obviously put stress on debt service coverage ratios for some borrowers. We've had really good experience and that's particularly relevant to the way we model credit loss for reserving purposes. But we also know that – there will be some classes of borrowers that will experience stress. And as we begin to get more insight into current market level debt service coverage ratios and see how those borrowers -- a broader population of those borrowers react in reset environments we could see that until we -- until the rate curve comes down that there'll be additional stress. Our expectations are based upon the current rate curve and the current marketing conditions. And those conditions could change. The Fed is talking about high longer and higher longer and that could have an impact on future conditions and we've considered that as we put our forecast together.

Ben Gerlinger: That’s helpful. Thank you.

Operator: Your next question will come from the line of Christopher Marinac with Janney Montgomery Scott. Please go ahead.

Christopher Marinac: Thanks. Good morning and thanks for taking all of our questions and information. I wanted to drill down on the net reserve build. So we look at the provision guide that you gave us this year or next year, what type of charge-offs should we anticipate and how should net reserves change over time?

Craig Gifford: Yes. So, we anticipate an elevated level of charge-offs, we had about $80 million this quarter. And in our outlook, we don't distinguish dramatically between charge-offs and reserving, I should say and reserve build, because they all ultimately reflect the underlying credit loss of the portfolio. But I think that we'll see a ramping of charge-offs over the next couple of quarters. And then, as we get out beyond that whether it's a charge-off or reserve build, we think it will come back to a more normalized run rate credit loss.

Christopher Marinac: Great. And some of those charge-offs are taken, would some of that be kind of new loans that are reset and just taking the value impairment? Or would some of those would be loans that leave the bank altogether?

Craig Gifford: So it's loans that the charge-offs this quarter are principally a couple of office loans. And as when we talked about the office market is pretty stressed and it was a couple of stressed office loans that got to the point where the investors chose to have come to us and we had to take over the property. I think -- I don't know that we've taken them at this point, but we look at them and believe that a loss is likely on those. But it's just a couple of office loans.

Christopher Marinac: Great. Thanks very much for the questions this morning.

Operator: Your next question will come from the line of Bernard Von Gizycki with Deutsche Bank. Please go ahead.

Bernard Von Gizycki: Hi good morning. So with regards to being a Category four bank, in the 10-K, you noted anticipating significant expenses to develop policies programs and systems that comply with the enhanced standards. I would have assumed the revamping of risk management infrastructure would also be costly. But I think Craig you noted it's included in the forecast today. So on today's call, it sounds you're optimistic about driving expenses down which are seen in your forecast on Page 7. Can you just help reconcile these expected cost pressures and efficiencies you expect over time?

Craig Gifford: Hi Bernard. Thanks for the question. So if you look on Page 7, you can see a walk forward. As I mentioned, it's roughly by year between 10% and 15% reduction. Obviously, there are some of those costs that are fixed that we can't do a lot about and there are other portions that are very manageable. If you think about our organization we took free -- it wasn't a large bank that bought a small bank and there's only a little bit of opportunity to drive efficiency out of the organization as three banks that had three full sets of infrastructure. And we -- while we partially been able to take advantage of the opportunities there. There's certainly more to come. As Joseph mentioned, we have a strong existing employee base, but we brought in a number of management team members that have experience building risk management functions. We've done this before. And we have a pretty good feel of what that scale looks like and what the costs are for that. And so, as we think about our forecast for the future, I think there's a pretty high degree of predictability around what the costs are associated with the risk management build and we've contemplated that in these numbers.

Bernard Von Gizycki: Okay. And then just another follow-up from the 10-K, you noted a number of items included in the remediation status of the reported material weaknesses identified by your auditors. Just a few items noted included the infrequency of reporting, expanding the use of independent credit analysis, reducing the reliance on internally created tools and just assessing staffing qualifications. Could you just help explain the situation you inherited? It does sound like the department was working entirely on manual spreadsheets had no defined reporting or guidelines. So, any color here would be helpful to just understand the situation that you inherited.

Craig Gifford: Yes. I think that probably the biggest indicator of the situation was just that there wasn't as much visibility to the developing situation in the office market and to a small degree, in the multi-family market and the impacts that, that would have on provisioning. So that ultimately passed through in the 10-K and the fourth quarter in a big reserve. I think what we've demonstrated here is that this management team, along with the existing staff, have done a good job to really catch up, so to speak. Now our internal infrastructure still has a lot of improvement to go, and we continue to work on those action plans. Again, many of us are pretty new here. And so we're jumping into existing action plans and bringing our knowledge and experience into how we can further improve those. So we have a ways to go. We're not done, but over the last four to six weeks, we've done a lot of work to make up for some of the previous deficiencies at least as we stand today.

Joseph Otting: Yes. And the other thing that I would add is we have brought very experienced talent into the company from Jim Simons, who for 20 years was the head approval officer and ran the work out for commercial real estate at U.S. Bank joined us, he's called the special assistant to the President, but we wanted Jim to come in and look at all the processes, the forecasting of NPLs, charge-offs, and so Jim is working on that project right now, and we're adding additional staff into that infrastructure as well. So we recognize the need to beat that up, but we don't see that as a heavy lift for us. We think that's more just bringing our expertise and the talents together. The information is available to us. We just need to formulate that information in the right way.

Bernard Von Gizycki: Okay. Thanks for taking my questions.

Joseph Otting: You're welcome.

Operator: And your next question will come from the line of Casey Haire with Jefferies. Please go ahead.

Casey Haire: Yes. Thanks. Good morning. Follow-up on credit quality. So, following the review of some of the more troubled exposures in your loan book, office, multifamily and traditional CRE. Just wondering what kind of price declines you guys came across as you build reserves? Just looking for some...

Craig Gifford: Yes, it depends on the book. But I would tell you that we're -- our reserving process contemplated 42% price declines in office and in the 30-ish range for multi-family, that's the way we've modeled it. If you think about LTVs, that's why we see offices pretty stressed because our origination LTVs that 42% puts us pretty close. On the multi-family book, our origination LTVs were in the 60% range. Our origination debt service coverage was in the 1.6 plus coverage ratio level. So if we think about current LTVs being in that multi-family book, perhaps down as much as 30%, which is what we modeled, that puts the overall loan-to-value ratio potentially in the high 80s, low 90s range. And if you think about the resets and the rate level for resets, depending on where we are in the rate curve and when those reset they're sort of hovering in that 1 to 1.1 debt service coverage ratio, which is why we're not seeing a lot of defaults is because they're able to cover the debt service, they're not making as much money as they would like for owners, but they're able to cover the debt service.

Casey Haire: Got it. Thanks. And then on Slide 8, you guys outlined your relative position versus Cat 4 banks. One of the metrics not here is the CRE concentration. It sounds like you guys are -- your forecast is based on a flat balance sheet aside from the $5 billion potential sale. But on a flat balance sheet, with C&I, I think, Craig, I think you mentioned a $10 billion growth opportunity in C&I longer-term. Just wondering how does the CRE concentration evolve in the coming years on a flat balance sheet?

Craig Gifford: I think it evolves as we work through the refinance reset and maturity cycle over the next two to three years and retain the credits that we want, where we have broader business relationships and allow the credits that are more balance sheet use focused to run off the balance sheet, then we're able to have capital to deploy into these growing business opportunities.

Joseph Otting: Yes. And just to point out of information. It isn't like we're saying the balance sheet is going to remain flat. In our baseline case, we had it flat. And then the other attributes of asset sales, winding down businesses could have obviously impacts to the size of the balance sheet. So it's just in the baseline case that's the way it sat. But clearly, if we're sitting here three years from now we would like to be looking down the path of a $30 billion CRE portfolio.

Casey Haire: Thank you.

Operator: Your next question will come from the line of George Shaw with Barclays. Please go ahead.

Craig Gifford: Hi, George.

Jared Shaw: Hi. Good morning. Hi. It is actually Jared Shaw. But just a quick question on liquidity expectations. How should we be thinking about on balance sheet liquidity and HQLA in light of some of the guidance that you're seeing here?

Craig Gifford: Yes. So on balance sheet liquidity right now is ample. As I pointed out we have quite a bit more on balance sheet liquidity today than what we have in uninsured deposits as I mentioned to the extent that we do transactions I would expect that a good portion of that at least in the near-term would be continuing on balance sheet liquidity. I don't really expect to grow the securities portfolio substantially. It will be pretty short-term liquid liquidity. As I mentioned, we're pretty interest rate risk neutral right now. I'm not sure I want to extend the duration very far out we'll take a look at it. But we're pretty interest rate risk neutral so we like the balance of our liquidity mix.

Jared Shaw: Okay. Thanks. And then just two quick modeling questions. Do you have what the loan accretion was in the quarter? And then when we look at the expense guide is that including intangible amortization?

Craig Gifford: The expense guide is including intangible amortization I don't have the loan accretion.

Jared Shaw: Okay. Thanks.

Operator: Your next question will come from the line of Steven Alexopoulos with JPMorgan. Please go ahead.

Janet Lee: Good morning. This is actually Janet Lee on for Steve Alexopoulos. Back to your flat balance sheet comment earlier is it fair to say that overall deposits are basically staying flattish through 2026 at the $75 billion level. And in your NII outlook what is assumed for your -- what is assumed for your non-interest-bearing deposits to bottom out? And can you share color on how that deposit mix should change from here for the remainder of 2024?

Craig Gifford: Hi, Janet. We've been pretty conservative from a forecasting standpoint. We've assumed a flat mix to-date. We do expect that we'll see as Joseph mentioned as we expand our relationships with many of these customers into deeper relationships. We expect to see more demand deposit and transactional type funding. And so there's the opportunity for upside in terms of our funding mix but in our base model that we presented we haven't included an optimistic outlook on that so to speak.

Janet Lee: Okay. And as your CRE loans are coming down to a $30 billion range over the next few years. Can you give us a more detailed time line on that? And then where do you expect your overall loan balance to be at towards the end of 2024? And what's a more normalized level of loan growth for you going forward in 2025 and 2026?

Craig Gifford: So the portfolio -- excuse me the forecast that we've included does not really include a loan mix change in the outlook. These are more think of them as strategic plans as opposed to forecasting. But as we think about the potential as I mentioned we have about $4 million a year that will hit -- that will hit resets and maturities over the next three years. And so you think about that's the kind of -- and the bulk of that is either multifamily or office about $2.5 million of that a year is multi-family. So as we think about the opportunity it's -- that kind of sizes what is -- would be a natural opportunity to adjust concentrations over the next three years as opposed to portfolio sales. And as we think about loan growth we haven't modeled substantial loan growth in the book here. We kept the balance sheet relatively flat.

Janet Lee: Okay. And my last question on credit. Besides the couple of office charge-offs you had in the first quarter, can you talk about how much of a rent-regulated multifamily and CRE loans that came due in 1Q 2024? And what happened to these loans? How much got refinanced or paid off or these given modifications and extensions?

Craig Gifford: Well as I mentioned over the last 18 months we've had $2 billion that has reached our reset dates and on-fourth of that has paid off and 75% of that has refinanced and the performance has been really, really strong. I'm not going to say that we haven't had any delinquencies. There's probably one or two out there but it's essentially no delinquencies to-date on those loans that have reset at current rate levels. And the first quarter performance is relatively similar. I mean something that reset in the first quarter hasn't had much time to perform. So I don't want to speak too hard on that. But the overall characteristics of the first quarter weren't any different than the previous 12 months.

Janet Lee: Thanks for taking my questions.

Craig Gifford: Thank you.

Operator: Your next question will come from the line of Peter Winter with D.A. Davidson. Please go ahead.

Peter Winter: Thanks. Good morning. Can you provide an update on the criticized and classified loans the trends this quarter?

Craig Gifford: Yes. So, we did have about a little over $1 billion of rating changes but criticized and classifieds, I'm just taking a quick look here. So, criticized and classifieds increased about $500 million from quarter-to-quarter -- not -- wrong number I'm sorry, resizing classifieds increased about $2 billion from quarter-to-quarter. And those were the -- two of the loans that we're looking at as we think about how do changes in the interest rate curve impact them when they get to the reprice dates. Not all of those reprice in the near term. But overall it was about a $2 billion increase.

Peter Winter: Got it. Thanks. And then just if I could just ask -- if I look at the average share count, pretty much most people got it wrong in the first quarter. Just how do we -- how should we think about the average share count in the second and third quarter?

Craig Gifford: Yes, I won't say that people necessarily got it wrong. It's a confusing math story in part because the way we're presenting in this deck is on a fully converted basis for the preferred stock. So, the transaction that we did in March had a good portion of that being preferred. So, we have 750 million shares today. And on an as-converted basis will be over 1 billion and we present the details of that in the materials, but that's an expectation that those shares would convert in the second quarter. And so all of our information has been presented as if those shares were fully converted throughout the forecast period.

Peter Winter: Okay. Thanks.

Craig Gifford: You're welcome.

Operator: Your next question comes from the line of Matthew Breese with Stephens. Please go ahead.

Matthew Breese: Good morning.

Joseph Otting: Hi Matthew.

Matthew Breese: I was hoping you could talk about the potential sale and one-off of nonstrategic assets beyond the identified $5 billion areas you're focused on and the amount you deem non-strategic. And then in addition last quarter you discussed the CRE concentration and the need to get that in line with Category 4 bank peers which is a significant gap between where you are today. I'm curious where you see that CRE concentration going by year-end 2016 with the rest of the guidance areas capital and profitability?

Joseph Otting: So, Matthew obviously we're not in a position to comment on the $5 billion. So, as I indicated, we are close to being have the option of choosing that transaction. So, we'll be working on that over the next 24, 48 hours. As far as like our process, we really have been -- both Craig and I have been here for a relatively short period of time, but going through sitting down with the business owners within the company and trying to understand the business, we have got within the company and trying to understand the business we've had numerous meetings to kind of go through sit down and understand the business and make a determination where is it that we have relationships. And so that has really given us the opportunity to kind of then come back and we're going to put through a process where we'll build our strategic plan for the company. And we'll be in a position to give you better identification when we get together for the second quarter. After we've had a little bit more time to kind of go through that and make some determination of which are strategic assets and which are not.

Matthew Breese: And then on the CRE concentration where do you anticipate that being by year-end 2016?

Joseph Otting: What do I think what Matthew?

Matthew Breese: The commercial real estate concentration.

Joseph Otting: I mean I think the commercial real estate concentration probably -- I think in an ideal world you're probably somewhere around 25% to 30% some type of consumer related, probably 40% in C&I and probably 30% in your CRE. We really see the growth potential in the C&I based upon, not only my experience but the talent that we will draw into the company.

Matthew Breese: Okay. And then I did want to touch on capital. How are you thinking about the warrants and timing on those being exercised? Or is that a longer-term item? And then I wanted to touch on TLAC-related debt whether that's incorporated in your 2026 outlook?

Craig Gifford: The answer is, on TLAC we haven't incorporated a significant amount of long-term debt in this outlook. With respect to the warrants, the capital numbers that we include here do not include any capital that would come from the exercise of the warrants. They do include an allocation of a portion of the $1 billion capital raise in March to the warrant classification but we haven't included anything from an exercise price. So there's potential upside from that.

Matthew Breese: Okay. And then last one for me is, how much in deposits are at the bank IV to Signature of legacy specialized mortgage solutions team? And then how sticky important is that business to you going forward?

Craig Gifford: Well, I think I'd focus on -- less on the Signature and more on the mortgage banking aspect. They're business relationships that are part of either broader business activities or our mortgage model more so than the Signature advisors so to speak. It's roughly about -- it varies because they're mortgage is escrow-related, so some of them move up and down in principal and interest and the cash flows is associated with that. But call it, big round numbers $3 billion to $4 billion. It's not a big number for us.

Matthew Breese: I’ll leave it there. Thanks for taking my questions.

Craig Gifford: You’re welcome

Joseph Otting: Thank you.

Operator: Your next question comes from the line of Steve Moss with Raymond James. Please go ahead.

Craig Gifford: Hi, Steve.

Steve Moss: Hi. Good morning. Maybe just going back to multi-family credit here. I hear you guys with regard to rates seem to be influencing your expectation on credit costs. Should we think about the provision primarily being driven by loans resetting over the next 12 to 18 months? And could that provision, therefore, be more elevated as we go through a larger set of resets over the next four to five years, if we stay up at a 4% to 5% coupon on the five year?

Craig Gifford: Well, I think we focused our credit review based on where the market forecasts are from interest rates. I mean certainly it could, as I mentioned, we have $4 billion in the whole book that matures that resets over the next -- each year over the next three years. If you get out into 2027, it's about $9 billion. So you've got a bit of a bubble as you sort of take five-year stuff out to 2027. So if you see rates stay as high that long, but I think that would think there's other issues that might foretell for the economy if we see rates that high that long.

Steve Moss: Okay. And then in terms of just the ability for a number of these borrowers who are in more aggressive structures to pay. It sounds like you have some expectation of government subsidies whether it's tax benefits or other programs. Just kind of curious how much maybe government programs are influencing your expectations on credit cost going forward? And one other thing, with regard to the coverage there, just curious as to -- I'll stop there with that.

Craig Gifford: So I'd say that we have -- government support hasn't really influenced our view on credit, credit risk or reserving. I think what we were really speaking to more is if not the government aspects but just simply the ownership aspects, what types of owners, how they've invested, what their historical investment path has been, whether they have significant basis or a small basis, and the potential for tax implications to them if they were to exit versus continue to hold and support the debt.

Joseph Otting: Yes. And Steve, the thing I would add there is the owners of these properties will come and advise us that they have -- are seeking tax abatement. And we do not put that into our models on their NOI until we…

Craig Gifford: Some of the here it, until they get it.

Joseph Otting: Until they get it. And so -- and there have been some recent surprises that they were able to get those completed which were very positive for the properties.

Steve Moss: Right. Okay. I appreciate that. And just two more for me. In terms of -- Craig, you mentioned, debt service coverage on the portfolio of 1.6. But I think when previous management was disclosing that it was on current payment terms. Is that service coverage ratio on current payment terms or full P&I for even the interest-only loans?

Craig Gifford: So the number I gave you was on current payment terms based upon current -- is on current payment terms and their existing contractual rates on full P&I it's call it 20 basis points lower than that.

Steve Moss: Okay. And last one for me, just curious, here as to when the lockup expires for the investors in March?

Craig Gifford: I don't know the answer to that question.

Steve Moss: Okay. I appreciate all the color and time. Thank you very much.

Craig Gifford: You're welcome.

Operator: Our next question will come from the line of Jon Arfstrom with RBC Capital Markets. Please go ahead.

Jon Arfstrom: Hey, thanks. Good morning guys.

Joseph Otting: Hi Jon.

Jon Arfstrom: Hey. One for each of you, Craig, for you on Slide 6, your numbers suggest maybe a modest loss from here for 2024 maybe breakeven, I don't know. But how should we think about the cadence of earnings in the very near-term? Should we expect a second quarter loss and then profitability to build from there? Are you sending a different message there?

Craig Gifford: No. I think you're seeing the message.

Jon Arfstrom: Okay. So all right. That's helpful. And then, Joseph, for you, much bigger picture, any major surprises for you on the deep dive. And you raised $1 billion based on what you know now is that enough? Or is it too much, given what you know right now?

Joseph Otting: No. We think it was appropriate. When we went through the due diligence process, initially we had a smaller number and then it was concluded it needed to be north of $1 billion. So I think that's the right number. When you look at kind of our CET1, and the baseline where we are today, and how that grows, we feel like we have sufficient liquidity and capital to execute the business plan.

Jon Arfstrom: Okay. And no real surprises from your point of view and the...

Joseph Otting: Well, I mean, when you say surprises, I wish the regulatory relationships were better at the organization. We have a lot of work to do. And that's on us, that we were -- we as an organization in some regards we're not ready to be regulated by the OCC. And so we have a lot of catching up to do to get our standards up, but we're committed to doing that. And we've hired the people who understand what that looks like. And I think part of the problem we had before was, we didn't have people that could visualize the end game or work environment that have that proper regulatory infrastructure. So I would say that is kind of number one. Number two, Craig and I, grew up where every unit in the bank of significance has their own personal financial statements and we do monthly reviews with them and we're constantly forecasting out with those business units what their business is going to look like over a 12-quarter basis. That doesn't exist in this company. I think culturally that will change a lot, when we get that implemented. That isn't a long-term thing. That will be a relatively short thing will get done. And then we can do a much more accurate job, I think and influence the performance of the company by driving that through those businesses.

Craig Gifford: It will make us more nimble.

Joseph Otting: Yeah. And the other thing I would just add to that is, when the infrastructure part of the company can spend money, and the business units are being allocated, and we need to create a little tension between infrastructure and the lines where they'll be paying for it. So there's a little bit of pushback and questioning the dollar amount. There's that enhances, I think our financial disciplines.

Jon Arfstrom: Okay. All right. Thanks guys. Good luck for progress.

Joseph Otting: Thank you.

Operator: I will now turn the call back over to Joseph Otting, for any closing remarks.

Joseph Otting: Okay. Well, first of all, thank you, all for joining the call today. It was an important day for us, and the company, and the Board to be able to share this information with you. We're excited about the journey ahead. We do recognize it's going to take a lot of work. But we also think that this plan is achievable and one that the management team will be able to execute on. And so appreciate your support and confidence in us. And as Craig said, we do look forward to having some follow-up calls and information to be able to address any particular questions that people have. So thank you very much.

Operator: That will conclude today's call. Thank you all for joining. You may now disconnect.

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