Edgar Filing: Customers Bancorp, Inc.

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller Reporting Company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x	Quarterly report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2013

¨	Transition report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to .

333-166225

(Commission File number)

LOGO

(Exact name of registrant as specified in its charter)

Pennsylvania

27-2290659

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

1015 Penn Avenue

Suite 103

Wyomissing PA 19610

(Address of principal executive offices)

(610) 933-2000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x

On August 6, 2013, 19,970,122 shares of Voting Common Stock and 4,691,897 shares of Class B Non-Voting Common Stock were issued and outstanding.

CUSTOMERS BANCORP, INC. AND SUBSIDIARIES

Customers Bancorp, Inc.

Table of Contents


Part I

Item 1.	Customers Bancorp, Inc. Consolidated Financial Statements as of June 30, 2013 and for the three and six month periods ended June 30, 2013 (unaudited)	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	54

Item 4.	Controls and Procedures	54

PART II

Item 1.	Legal Proceedings	55

Item 1A.	Risk Factors	55

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57

Item 3.	Defaults Upon Senior Securities	57

Item 4.	Mine Safety Disclosures	57

Item 5.	Other Information	57

Item 6.	Exhibits	58

SIGNATURES		59

Ex-31.1

Ex-31.2

Ex-32.1

Ex-32.2

Ex-101

CUSTOMERS BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET — UNAUDITED


	June 30, 2013			December 31, 2012
	(dollars in thousands, except share data)
ASSETS
Cash and due from banks	$	10,728		$	12,908
Interest earning deposits		194,957			173,108

Cash and cash equivalents		205,685			186,016
Investment securities available for sale, at fair value		182,314			129,093
Loans held for sale (including $1,148,001 and $1,248,935 of mortgage warehouse loans at fair value at June 30, 2013 and December 31, 2012, respectively)		1,414,943			1,439,889
Loans receivable not covered under Loss Sharing Agreements with the FDIC		1,753,658			1,216,941
Loans receivable covered under Loss Sharing Agreements with the FDIC		91,614			107,526
Less: Allowance for loan losses		(28,142	)		(25,837	)

Total loans receivable, net		1,817,130			1,298,630
FDIC loss sharing receivable		14,169			12,343
Bank premises and equipment, net		10,170			9,672
Bank-owned life insurance		67,762			56,191
Other real estate owned (2013 $4,362; 2012 $4,109 covered under Loss Sharing Agreements with the FDIC)		10,607			8,114
Goodwill and other intangibles		3,683			3,689
Restricted stock		33,188			30,163
Accrued interest receivable and other assets		33,607			27,434

Total assets	$	3,793,258		$	3,201,234

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Demand, non-interest bearing	$	265,842		$	219,687
Interest bearing		2,509,867			2,221,131

Total deposits		2,775,709			2,440,818
Federal funds purchased		120,000			5,000
Other borrowings		505,000			471,000
Subordinated debt		2,000			2,000
Accrued interest payable and other liabilities		10,776			12,941

Total liabilities		3,413,485			2,931,759

Shareholders’ equity:
Preferred stock, no par value or as set by the board; 100,000,000 shares authorized; none issued		0			0
Common stock, par value $1.00 per share; 200,000,000 shares authorized; 24,709,638 shares issued and 24,662,019 outstanding at June 30, 2013 and 18,507,121 shares issued and 18,459,502 outstanding at December 31, 2012		24,710			18,507
Additional paid in capital		305,364			212,090
Retained earnings		53,729			38,314
Accumulated other comprehensive (loss) income		(3,530	)		1,064
Less: cost of treasury stock; 47,619 shares at June 30, 2013 and December 31, 2012		(500	)		(500	)

Total shareholders’ equity		379,773			269,475

Total liabilities and shareholders’ equity	$	3,793,258		$	3,201,234

See accompanying notes to the unaudited consolidated financial statements.

CUSTOMERS BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME — UNAUDITED


	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(dollars in thousands, except per share data)
Interest income:
Loans held for sale	$	11,157	$	1,469	$	22,041	$	2,491
Loans receivable, taxable, including fees		19,099		15,881		35,126		30,482
Loans receivable, non-taxable, including fees		97		41		169		55
Investment securities, taxable		1,082		2,219		1,911		5,131
Investment securities, non-taxable		0		21		0		43
Other		114		69		222		134

Total interest income		31,549		19,700		59,469		38,336

Interest expense:
Deposits		5,136		5,424		10,272		10,496
Federal funds purchased		74		1		79		3
Borrowed funds		330		106		568		240
Subordinated debt		17		17		33		35

Total interest expense		5,557		5,548		10,952		10,774

Net interest income		25,992		14,152		48,517		27,562
Provision for loan losses		4,620		2,738		5,720		4,538

Net interest income after provision for loan losses		21,372		11,414		42,797		23,024

Non-interest income
Deposit fees		159		117		289		233
Mortgage warehouse transactional fees		3,868		3,384		7,536		5,483
Bank-owned life insurance		567		323		1,043		589
Gain on sale of investment securities		0		8,797		0		9,006
Accretion of FDIC loss sharing receivable		2,505		0		3,722		655
Gain on sale of loans		358		339		408		339
Other		721		278		1,295		665

Total non-interest income		8,178		13,238		14,293		16,970

Non-interest expense
Salaries and employee benefits		8,508		5,598		15,905		11,095
Occupancy		2,110		1,849		4,020		3,228
Technology, communications and bank operations		1,061		691		1,902		1,338
Advertising and promotion		408		301		523		576
Professional services		1,252		769		1,958		1,655
FDIC assessments, taxes, and regulatory fees		1,058		867		2,405		1,536
Other real estate owned		525		709		561		815
Loan workout		72		543		746		902
Loss contingency		0		0		2,000		0
Stock-offering expenses		0		1,340		0		1,340
Other		1,901		1,907		3,355		2,716

Total non-interest expense		16,895		14,574		33,375		25,201

Income before income tax expense		12,655		10,078		23,715		14,793
Income tax expense		4,429		3,574		8,300		5,177

Net income	$	8,226	$	6,504	$	15,415	$	9,616


Basic earnings per share	$	0.39	$	0.57	$	0.78	$	0.85
Diluted earnings per share		0.38		0.56		0.76		0.83

See accompanying notes to the unaudited consolidated financial statements.

CUSTOMERS BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME — UNAUDITED


	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(dollars in thousands)
Net income	$	8,226		$	6,504		$	15,415		$	9,616

Other comprehensive income (loss):
Unrealized holding gains (losses) on securities arising during the period		(5,976	)		543			(7,069	)		629
Income tax effect		2,092			(190	)		2,475			(220	)
Unrealized holding gain on securities transferred from the held-to-maturity category into the available-for-sale category		0			8,509			0			8,509
Income tax effect		0			(2,978	)		0			(2,978	)
Reclassification adjustment for gains included in net income		0			(8,797	)		0			(9,006	)
Income tax effect		0			3,079			0			3,152

Other comprehensive income (loss), net of tax		(3,884	)		166			(4,594	)		86

Comprehensive income	$	4,342		$	6,670		$	10,821		$	9,702

See accompanying notes to the unaudited consolidated financial statements.

CUSTOMERS BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY — UNAUDITED


	For the Six Months Ended June 30, 2013 and 2012
	Shares of Common Stock		Common Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total
	(dollars in thousands)
Balance, January 1, 2012		11,347,683	$	11,395	$	122,602	$	14,496	$	(245	)	$	(500	)	$	147,748
Comprehensive income								9,616		86						9,702
Share-based-compensation expense						1,266										1,266

Balance, June 30, 2012		11,347,683	$	11,395	$	123,868	$	24,112	$	(159	)	$	(500	)	$	158,716


	Shares of Common Stock		Common Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total
	(dollars in thousands)
Balance, January 1, 2013		18,459,502	$	18,507	$	212,090	$	38,314	$	1,064		$	(500	)	$	269,475
Comprehensive income								15,415		(4,594	)					10,821
Share-based-compensation expense						1,535										1,535
Public offering of common stock, net of costs of $5,811		6,179,104		6,179		91,511										97,690
Issuance of common stock under share-based-compensation arrangements		23,413		24		228										252

Balance, June 30, 2013		24,662,019	$	24,710	$	305,364	$	53,729	$	(3,530	)	$	(500	)	$	379,773

See accompanying notes to the unaudited consolidated financial statements.

CUSTOMERS BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED


Six Months Ended June 30,	2013			2012
	(dollars in thousands)
Cash Flows from Operating Activities
Net income	$	15,415		$	9,616
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for loan losses		5,720			4,538
Loss contingency		2,000			0
Provision for depreciation and amortization		1,279			687
Stock-based compensation		1,535			1,266
Deferred taxes		1			188
Net amortization of investment securities premiums and discounts		228			193
Gain on sale of investment securities		0			(9,006	)
Gain on sale of loans		(408	)		(339	)
Origination/purchase of loans held for sale		(12,445,164	)		(1,359,676	)
Proceeds from the sale of loans held for sale		12,467,413			1,251,140
Net increase in FDIC loss sharing receivable		(4,815	)		(741	)
Amortization (accretion) of fair value discounts		(273	)		46
Net loss on sales of other real estate owned		180			601
Impairment charges on other real estate owned		13			0
Change in investment in bank-owned life insurance		(1,043	)		(633	)
(Increase) decrease in accrued interest receivable and other assets		(3,492	)		471
Decrease in accrued interest payable and other liabilities		(1,913	)		(3,185	)

Net Cash Provided by (Used In) Operating Activities		36,676			(104,834	)

Cash Flows from Investing Activities
Proceeds from maturities, calls and principal repayments of investment securities available for sale		9,252			23,543
Proceeds from sales of investment securities available for sale		0			306,610
Purchases of investment securities available for sale		(69,770	)		(108,249	)
Proceeds from maturities and principal repayments of investment securities held to maturity		0			50,968
Net increase in loans		(377,601	)		(312,624	)
Purchase of loan portfolio		(155,306	)		0
Proceeds from sales of SBA loans		3,900			3,689
Purchases of bank-owned life insurance		(10,465	)		(10,000	)
Net (purchases of) proceeds from restricted stock		(3,025	)		1,693
Reimbursements from the FDIC on loss sharing agreements		3,128			1,442
Purchases of bank premises and equipment		(1,344	)		(1,558	)
Proceeds from sales of other real estate owned		2,599			4,022

Net Cash Used In Investing Activities		(598,632	)		(40,464	)

Cash Flows from Financing Activities
Net increase in deposits		334,935			346,780
Net increase (decrease) in short-term borrowed funds		99,000			(153,000	)
Proceeds from FHLB borrowings		50,000			0
Net proceeds from stock offering		97,690			0

Net Cash Provided by Financing Activities		581,625			193,780

Net Increase in Cash and Cash Equivalents		19,669			48,482
Cash and Cash Equivalents - Beginning		186,016			73,570

Cash and Cash Equivalents - Ending	$	205,685		$	122,052

Supplementary Cash Flows Information
Interest paid	$	10,955		$	10,916
Income taxes paid		5,574			4,855
Non-cash items:
Transfer of loans to other real estate owned	$	5,424		$	4,941
Transfer of held to maturity investments to available for sale		0			268,671

See accompanying notes to the unaudited consolidated financial statements.

CUSTOMERS BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Customers Bancorp, Inc. (the “Bancorp” or “Customers Bancorp”) is a Pennsylvania corporation formed on April 7, 2010 to facilitate the reorganization of Customers Bank (the “Bank” or “Customers Bank”) into a bank holding company structure. The reorganization was completed on September 17, 2011.

The unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although the Bancorp believes that the disclosures made are adequate to make the information not misleading. The Bancorp’s unaudited consolidated interim financial statements reflect all adjustments that are, in the opinion of management, necessary for fair statement of the results of interim periods presented. Certain amounts reported in the 2012 consolidated financial statements have been reclassified to conform to the 2013 presentation. These reclassifications did not significantly impact the Bancorp’s financial position or results of operations.

The accounting policies of Customers Bancorp, Inc. and Subsidiaries, as applied in the consolidated interim financial statements presented herein, are substantially the same as those followed on an annual basis as disclosed on pages 85 through 93 of Customers’ Annual Report on Form 10-K for the fiscal year ended December 31, 2012. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the latest Form 10-K.

Operating results for the three and six-month periods ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ended December 31, 2013.

The Bancorp evaluated its June 30, 2013 consolidated financial statements for subsequent events through the date the financial statements were issued. The Bancorp is not aware of any additional subsequent events which would require recognition or disclosure in the financial statements.

NOTE 2 — ACQUISITION ACTIVITY

CMS Bancorp Acquisition

Effective as of April 22, 2013, the Bancorp entered into an Amendment to the Agreement and Plan of Merger (“Amendment”) to that certain Agreement and Plan of Merger, dated as of August 10, 2012 (“Merger Agreement”), by and between the Bancorp and CMS Bancorp, Inc. (“CMS”).

The Amendment extended from April 30, 2013 to December 31, 2013 the initial date at which, if the merger of CMS with and into the Bancorp pursuant to the Merger Agreement, as amended, has not closed, either the Bancorp or CMS may terminate the Agreement, subject to the termination date being extended until March 31, 2014 under certain specified circumstances.

The Amendment also updated the definitions of “CMS Valuation” and “Customers Valuation,” establishing the valuation date for book value as of March 31, 2013. The exchange ratio will remain fixed for the pendency of the transaction, using the multiples of 0.95x for CMS common equity, and 1.25x for Customers common equity for purposes of calculating the exchange ratio.

Other key terms agreed to by the Bancorp and CMS under the Amendment provided for:

•

CMS’s ability to have terminated the Merger Agreement, as amended, exercisable at any time after May 20, 2013, if either (i) the Bancorp had not made an investment in CMS of $1.5 million of CMS Preferred Stock, or (ii) the Bancorp and CMS had not agreed upon the terms of a $2.0 million senior secured lending facility that the Bancorp will have made available to CMS;

•

the Bancorp’s payment of $300,000 to CMS as partial reimbursement for merger-related expenses incurred as of March 31, 2013; and

•

the Bancorp to pay to CMS a termination fee of $1.0 million in the event the Merger Agreement, as amended, is terminated under certain provisions primarily relating to failure to consummate the Parent Merger due to non-receipt of required government approvals.

•

On May 22, 2013, the Bancorp purchased $1.5 million (1,500 shares) of CMS Series A Noncumulative Perpetual Preferred Stock, satisfying the first obligation listed above.

•

On April 23, 2013, the Bancorp paid to CMS $300,000, satisfying the second obligation listed above.

Acacia Federal Savings Bank Acquisition

On April 4, 2013, Customers Bancorp, Inc., Acacia Life Insurance Company (“Acacia”) and Ameritas Life Insurance Corp. (together with Acacia, “Sellers”) announced their mutual decision, due to delays in the receipt of regulatory approvals, not to extend the term of that certain Stock Purchase Agreement, dated as of June 20, 2012, as amended by those certain Amendment to Stock Purchase Agreement, dated as of December 18, 2012, Amendment No. 2 to Stock Purchase Agreement dated as of January 30, 2013, and Amendment No. 3 to Stock Purchase Agreement dated as of February 28, 2013, by and among the Company and Sellers (the “Purchase Agreement”). Instead, on April 4, 2013, the parties entered into a Termination and Non-Renewal Agreement to terminate the Purchase Agreement and the transactions contemplated thereby (the “Termination Agreement”). Each party will bear its own costs and expenses in connection with the terminated transaction, without penalties. The parties mutually agreed that the termination was in each company’s best interest. Costs related to the acquisition have been expensed.

New England Commercial Lending Acquisition

On March 28, 2013, Customers Bank completed the purchase of certain commercial loans from Michigan-based Flagstar Bank. Under the terms of the agreement, Customers Bank acquired $182.3 million in commercial loan commitments, of which $155.1 million has been drawn at the date of acquisition. Also, as part of the agreement, Customers Bank assumed the leases for two of Flagstar’s commercial lending offices in New England. The purchase price was 98.7% of loans outstanding.

NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES

Purchased Loans

The Bancorp believes that the varying circumstances under which it purchases loans and the diverse quality of loans purchased should drive the decision as to whether or not loans in a portfolio should be deemed to be purchased-credit-impaired loans (“PCI” loans). Therefore, loan acquisitions are and will be evaluated on a case-by-case basis to determine the appropriate accounting treatment. Loans acquired that do not have evidence of credit deterioration at the purchase date are and will be accounted for in accordance with ASC 310-20, Nonrefundable Fees and Other Costs, and loans acquired with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are and will be accounted for in accordance with ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality.

Loans that are purchased that do not have evidence of credit deterioration

Purchased performing loans are recorded at fair value and include credit and interest rate marks associated with acquisition accounting adjustments, as accounted for under the contractual cash flow method of accounting. The fair value adjustment is accreted as an adjustment to yield over the estimated contractual lives of the loans. There is no allowance for loan losses established at the acquisition date for the acquired performing loans. A provision for loan losses is recorded for any credit deterioration in these loans subsequent to acquisition.

Loans that are purchased that have evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected

For purchases of this type of loan, evidence of deteriorated credit quality may include past-due and non-accrual status, borrower credit scores and recent loan-to-value percentages.

The fair value of loans with evidence of credit deterioration is recorded net of a nonaccretable difference and, if appropriate, an accretable yield. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is the nonaccretable difference, which is not included in the carrying amount of acquired loans. Subsequent to acquisition, estimates of cash flows expected to be collected are updated each reporting period based on updated assumptions regarding default rates, loss severities, and other factors that are reflective of current market conditions. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses. Subsequent increases in cash flows result in a reversal of the provision for loan losses to the extent of prior charges, or a reclassification of the difference from nonaccretable to accretable with a positive impact on accretion of interest income in future periods. Further, any excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable yield and is recognized in interest income over the remaining life of the loan when there is a reasonable expectation about the amount and timing of those cash flows.

PCI loans acquired in the same fiscal quarter may be aggregated into one or more pools, provided that the loans have common risk characteristics. A pool is then accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows. On a quarterly basis, the Bank re-estimates the total cash flows (both principal and interest) expected to be collected over the remaining life of each pool. These estimates incorporate assumptions regarding default rates, loss severities, the amounts and timing of prepayments and other factors that reflect then-current market conditions. If the timing and/or amounts of expected cash flows on PCI loans were determined not to be reasonably estimable, no interest would be accreted and the loans would be reported as non-accrual loans; however, when the timing and amounts of expected cash flows for PCI loans are reasonably estimable, interest is being accreted and the loans are being reported as performing loans.

Recently Issued Accounting Standards

In January, 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, to clarify that the scope of ASU 2011-11 applies to derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with relevant accounting guidance or subject to an enforceable master netting arrangement or similar agreement. The guidance in this ASU was effective for the first interim or annual period beginning on or after January 1, 2013 (the same effective date for ASU 2011-11) and is to be applied retrospectively. See “NOTE 13 — DISCLOSURES ABOUT OFFSETTING ASSETS AND LIABILITIES” for the required disclosures.

In October, 2012, the FASB issued ASU 2012-06, Business Combinations (Topic 805): Subsequent Accounting for an Indemnification Asset Recognized at the Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial Institution (a consensus of the FASB Emerging Issues Task Force). This ASU requires an entity to subsequently account for the change in the measurement of the indemnification asset on the same basis as the change in the assets subject to indemnification. The amendments in this ASU were effective for the first interim periods or annual period beginning on or after December 15, 2012 and are to be applied prospectively. Adoption of this ASU has not had a significant impact on the Bancorp’s results of operations or financial position.

In February, 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which adds new disclosure requirements for items reclassified out of accumulated other comprehensive income (“AOCI”). The ASU requires entities to disclose additional information about reclassification adjustments, including (1) changes in accumulated other comprehensive income balances by component and (2) significant items reclassified out of AOCI. The new disclosure requirements were effective for fiscal years and interim periods beginning after December 15, 2012 for public companies. See “NOTE 4 — CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME BY COMPONENT” for the required disclosures.

NOTE 4 — CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME BY COMPONENT (a)


	Unrealized Gains and Losses on Available-for-Sale Securities
	(dollars in thousands)
Beginning balance - April 1, 2013	$	354

Other comprehensive loss before reclassifications		(3,884	)
Amounts reclassified from accumulated other comprehensive income		0

Net current-period other comprehensive loss		(3,884	)

Ending balance - June 30, 2013	$	(3,530	)


	Unrealized Gains and Losses on Available-for-Sale Securities
	(dollars in thousands)
Beginning balance - January 1, 2013	$	1,064

Other comprehensive loss before reclassifications		(4,594	)
Amounts reclassified from accumulated other comprehensive income		0

Net current-period other comprehensive loss		(4,594	)

Ending balance - June 30, 2013	$	(3,530	)

(a)	All amounts are net of tax. Amounts in parentheses indicate debits.

NOTE 5 — EARNINGS PER SHARE

The following are the components and results of the Bancorp’s earnings per share calculation for the periods presented:


	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(dollars in thousands, except per share data)
Net income allocated to common shareholders	$	8,226	$	6,504	$	15,415	$	9,616


Weighted-average number of common shares - basic		21,266,904		11,347,683		19,876,779		11,347,683
Share-based compensation plans		398,229		188,673		342,019		183,859
Warrants		189,516		102,712		172,734		100,809

Weighted-average number of common shares - diluted		21,854,649		11,639,068		20,391,532		11,632,351

Basic earnings per share	$	0.39	$	0.57	$	0.78	$	0.85

Diluted earnings per share	$	0.38	$	0.56	$	0.76	$	0.83

The following is a summary of securities that could potentially dilute basic earnings per share in the future that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive for the periods presented:


	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Weighted average anti-dilutive securities:
Share-based compensation awards		55,561		1,590,162		81,572		1,594,976
Warrants		118,745		567,329		118,745		569,232

Total anti-dilutive securities		174,306		2,157,491		200,317		2,164,208

NOTE 6 — INVESTMENT SECURITIES

In May 2012, Customers Bancorp reclassified its $269.0 million held-to-maturity investment portfolio to available for sale. Due to its strong outlook for loan growth, falling interest rates, and its decision to postpone its initial public offering of stock, the Bancorp decided to proceed with this reclassification to provide liquidity. In accordance with regulatory and accounting requirements, the Bancorp is prohibited from classifying security purchases as held to maturity for a period of two years.

The amortized cost and approximate fair value of investment securities as of June 30, 2013 and December 31, 2012 are summarized as follows:


	June 30, 2013
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(dollars in thousands)
*Available for Sale:*
Mortgage-backed securities (1)	$	162,739	$	37	$	(5,433	)	$	157,343
Corporate notes		25,000		65		(100	)		24,965
Equities		6		0		0			6

	$	187,745	$	102	$	(5,533	)	$	182,314

(1)	Includes private-label securities with an aggregate amortized cost of $561 and an aggregate fair value of $549.


	December 31, 2012
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(dollars in thousands)
*Available for Sale:*
Mortgage-backed securities (1)	$	102,449	$	1,795	$	(109	)	$	104,135
Corporate notes		25,000		89		(137	)		24,952
Equities		6		0		0			6

	$	127,455	$	1,884	$	(246	)	$	129,093

(1)	Includes private-label securities with an aggregate amortized cost of $629 and an aggregate fair value of $612.

The following table shows proceeds from the sale of available-for-sale investment securities and gross gains and gross losses realized on those sales for the three and six months ended June 30, 2013 and 2012:


	Three months ended June 30,				Six months ended June 30,
	2013		2012		2013		2012
	(dollars in thousands)
Proceeds from sale of available-for-sale securities	$	0	$	257,645	$	0	$	306,610


Gross gains	$	0	$	8,797	$	0	$	9,006
Gross losses		0		0		0		0

Net gains	$	0	$	8,797	$	0	$	9,006

These gains and losses were determined using the specific identification method and were included in non-interest income.

The following table shows available-for-sale debt securities by stated maturity. Debt securities backed by mortgages have expected maturities that differ from contractual maturities because borrowers have the right to call or prepay and are, therefore, classified separately with no specific maturity date:


	June 30, 2013
	Amortized Cost		Fair Value
	(dollars in thousands)
Due in one year or less	$	0	$	0
Due after one year through five years		25,000		24,965
Due after five years through ten years		0		0
Due after ten years		0		0
Mortgage-backed securities		162,739		157,343

Total debt securities	$	187,739	$	182,308

The Bancorp’s investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2013 and December 31, 2012 were as follows:


	June 30, 2013
	Less Than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(dollars in thousands)
*Available for Sale:*
Mortgage-backed securities	$	155,124	$	(5,419	)	$	323	$	(14	)	$	155,447	$	(5,433	)
Corporate notes		4,912		(88	)		4,988		(12	)		9,900		(100	)

Total	$	160,036	$	(5,507	)	$	5,311	$	(26	)	$	165,347	$	(5,533	)


	December 31, 2012
	Less Than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(dollars in thousands)
*Available for Sale:*
Mortgage-backed securities	$	5,695	$	(87	)	$	429	$	(22	)	$	6,124	$	(109	)
Corporate notes		0		0			9,862		(137	)		9,862		(137	)

Total	$	5,695	$	(87	)	$	10,291	$	(159	)	$	15,986	$	(246	)

At June 30, 2013, there were 20 available-for-sale investment securities in the less-than-twelve-month category and seven available-for-sale investment securities in the twelve-month-or-more category. At December 31, 2012, there were two available-for-sale investment securities in the less-than-twelve-month category and eight available-for-sale investment securities in the twelve-month-or-more category. In management’s opinion, the unrealized losses reflect primarily changes in interest rates due to changes in economic conditions and the liquidity of the market, and not credit quality. In addition, the Bancorp does not believe that it will be more likely than not that the Bancorp will be required to sell the securities prior to maturity or market-price recovery.

During June 2012, Moody’s downgraded all five corporate bonds in the Bancorp’s portfolio. This downgrade was anticipated since Moody’s placed these bonds on negative watch in February 2012. The Bancorp analyzed these bonds in more detail at the time of downgrade. The Bancorp does not intend to sell these debt securities prior to recovery, and it is more likely than not that the Bancorp will not have to sell these debt securities prior to recovery. These bonds continue to pay their scheduled interest payments on time. No additional downgrades are anticipated at this time. The holdings are all in the financial services industry and all issuers are well capitalized.

At June 30, 2013 and December 31, 2012, Customers Bank had pledged investment securities aggregating $156.8 million and $103.5 million, respectively, as collateral for borrowings from the FHLB.

NOTE 7 — LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES

The composition of net loans receivable was as follows:


	June 30, 2013			December 31, 2012
	(dollars in thousands)
Construction	$	25,769		$	27,792
Commercial real estate		35,901			44,901
Commercial and industrial		7,226			11,153
Residential real estate		19,213			19,952
Manufactured housing		3,505			3,728

Total loans receivable covered under FDIC loss sharing agreements (1)		91,614			107,526

Construction		33,459			28,897
Commercial real estate		1,255,481			835,488
Commercial and industrial		189,013			75,118
Mortgage warehouse		7,560			9,565
Manufactured housing		145,927			154,703
Residential real estate		120,782			109,430
Consumer		1,808			2,061

Total loans receivable not covered under FDIC loss sharing agreements		1,754,030			1,215,262

Total loans receivable		1,845,644			1,322,788
Deferred (fees) costs, net		(372	)		1,679
Allowance for loan losses		(28,142	)		(25,837	)

Loans receivable, net	$	1,817,130		$	1,298,630

(1)	Loans that were acquired in two FDIC-assisted transactions and are covered under loss sharing agreements with the FDIC are referred to as “covered” loans throughout these financial statements.

Customers Bank takes advantage of Federal Home Loan Bank (“FHLB”) programs for overnight and term borrowings. Under the terms of a blanket collateral agreement, advances from the FHLB are collateralized by qualifying first-mortgage loans.

Non-Covered Nonaccrual Loans and Loans Past Due

The following tables summarize non-covered loans, by class:


	June 30, 2013
	30-89 Days Past Due (1)		Greater Than 90 Days (1)		Total Past Due (1)		Non- Accrual		Current (2)		PCI Loans (5)		Total Loans (4)
	(dollars in thousands)
Commercial and industrial	$	0	$	0	$	0	$	500	$	186,057	$	2,456	$	189,013
Commercial real estate		341		0		341		14,296		1,199,236		41,608		1,255,481
Construction		0		0		0		2,613		30,072		774		33,459
Residential real estate		307		0		307		951		108,674		10,850		120,782
Consumer		1		0		1		56		1,308		443		1,808
Mortgage warehouse		0		0		0		0		7,560		0		7,560
Manufactured housing (3)		6,388		2,435		8,823		1,152		130,444		5,508		145,927

Total	$	7,037	$	2,435	$	9,472	$	19,568	$	1,663,351	$	61,639	$	1,754,030


	December 31, 2012
	30-89 Days Past Due (1)		Greater Than 90 Days (1)		Total Past Due (1)		Non- Accrual		Current (2)		PCI Loans (5)		Total Loans (4)
	(dollars in thousands)
Commercial and industrial	$	38	$	0	$	38	$	288	$	72,715	$	2,077	$	75,118
Commercial real estate		1,437		0		1,437		17,770		770,508		45,773		835,488
Construction		0		0		0		2,423		25,022		1,452		28,897
Residential real estate		381		0		381		1,669		95,396		11,984		109,430
Consumer		0		0		0		56		1,486		519		2,061
Mortgage warehouse		0		0		0		0		9,565		0		9,565
Manufactured housing (3)		9,234		1,966		11,200		141		135,924		7,438		154,703

Total	$	11,090	$	1,966	$	13,056	$	22,347	$	1,110,616	$	69,243	$	1,215,262

(1)	Loan balances do not include non-accrual loans.

(2)	Loans where payments are due within 29 days of the scheduled payment date.

(3)	Purchased manufactured housing loans, purchased in 2010, are subject to cash reserves held at the Bank that are used to fund the past-due payments when the loan becomes 90-days or more delinquent.

(4)	Loans exclude deferred costs and fees.

(5)

PCI loans that were aggregated into pools are accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows, the past due status of the pools, or that of the individual loans within the pools, is not meaningful. Because we recognize interest income on each pool of loans, they are all considered to be performing. PCI loans that are not in pools accrete interest when the timing and amount of their expected cash flows are reasonably estimable, and being reported as performing loans.

Covered Nonaccrual Loans and Loans Past Due

The following tables summarize covered loans, by class:


	June 30, 2013
	30-89 Days Past Due (1)		Greater Than 90 Days Past Due (1)		Total Past Due (1)		Non- Accrual		Current (2)(3)		PCI Loans (5)		Total Loans (4)
	(dollars in thousands)
Commercial and industrial	$	0	$	0	$	0	$	53	$	4,470	$	2,703	$	7,226
Commercial real estate		0		0		0		3,267		16,209		16,425		35,901
Construction		0		0		0		4,055		5,924		15,790		25,769
Residential real estate		297		0		297		564		14,082		4,270		19,213
Manufactured housing		52		0		52		41		3,352		60		3,505

Total	$	349	$	0	$	349	$	7,980	$	44,037	$	39,248	$	91,614


	December 31, 2012
	30-89 Days Past Due (1)		Greater Than 90 Days Past Due (1)		Total Past Due (1)		Non- Accrual		Current (2)(3)		PCI Loans (5)		Total Loans (4)
	(dollars in thousands)
Commercial and industrial	$	220	$	0	$	220	$	100	$	8,404	$	2,429	$	11,153
Commercial real estate		0		0		0		3,712		20,859		20,330		44,901
Construction		0		0		0		5,244		6,472		16,076		27,792
Residential real estate		0		0		0		1,358		14,226		4,368		19,952
Manufactured housing		48		0		48		90		3,527		63		3,728

Total	$	268	$	0	$	268	$	10,504	$	53,488	$	43,266	$	107,526

(1)	Loans balances do not include nonaccrual loans.

(2)	Loans receivable that were not identified upon acquisition as a loan with credit deterioration.

(3)	Loans where payments are due within 29 days of the scheduled payment date.

(4)	Loans exclude deferred costs and fees.

(5)

Impaired Loans — Covered and Non-Covered

The following table presents a summary of impaired loans:


	June 30, 2013				For the Six Months Ended June 30, 2013
	Unpaid Principal Balance (1)		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(dollars in thousands)
With no related allowance recorded:
Commercial and industrial	$	7,970			$	5,249	$	118
Commercial real estate		28,187				24,277		554
Construction		5,609				7,075		10
Consumer		77				100		0
Residential real estate		2,272				2,436		14
With an allowance recorded:
Commercial and industrial		2,177	$	602		886		63
Commercial real estate		5,157		1,818		8,095		105
Construction		5,361		1,533		6,172		3
Consumer		0		0		45		0
Residential real estate		629		327		1,035		2

Total	$	57,439	$	4,280	$	55,370	$	869

(1)	Also represents the recorded investment.


	December 31, 2012				For the Six Months Ended June 30, 2012
	Unpaid Principal Balance (1)		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(dollars in thousands)
With no related allowance recorded:
Commercial and industrial	$	3,844			$	5,593	$	72
Commercial real estate		26,626				20,329		303
Construction		6,588				7,788		16
Consumer		101				101		0
Residential real estate		3,188				2,131		10
With an allowance recorded:
Commercial and industrial		374	$	295		806		4
Commercial real estate		8,708		2,505		8,955		81
Construction		5,116		1,541		7,196		100
Consumer		100		14		20		1
Residential real estate		1,331		270		822		9

Total	$	55,976	$	4,625	$	53,741	$	596

(1)	Also represents the recorded investment.

Troubled Debt Restructurings

At June 30, 2013, there were $9.2 million in loans categorized as troubled debt restructurings (“TDR”), and at June 30, 2012, there were $7.7 million in loans categorized as troubled debt restructurings. All TDRs are considered impaired loans in the calendar year of their restructuring. In subsequent years, a TDR may cease being classified as impaired if the loan was modified at a market rate and has performed according to the modified terms for at least six months. A loan that has been modified at a below-market rate will be returned to performing status if it satisfies the six-month performance requirement; however, it will remain classified as impaired.

Modification of PCI loans that are accounted for within loan pools in accordance with the accounting standards for PCI loans do not result in the removal of these loans from the pool even if modifications would otherwise be considered a TDR. Accordingly, as each pool is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows, modifications of loans within such pools are not TDRs.

The following is an analysis of loans modified in a troubled debt restructuring by type of concession for the three and six months ended June 30, 2013 and 2012. There were no modifications that involved forgiveness of debt.


	TDRs in Compliance with Their Modified Terms and Accruing Interest		TDRs in Compliance with Their Modified Terms and Not Accruing Interest		Total
	(dollars in thousands)
Three months ended June 30, 2013
Extended under forbearance	$	0	$	0	$	0
Multiple extensions resulting from financial difficulty		0		0		0
Interest-rate reductions		93		910		1,003

Total	$	93	$	910	$	1,003

Six months ended June 30, 2013
Extended under forbearance	$	0	$	0	$	0
Multiple extensions resulting from financial difficulty		0		0		0
Interest-rate reductions		93		1,167		1,260

Total	$	93	$	1,167	$	1,260

Three months ended June 30, 2012
Extended under forbearance	$	0	$	0	$	0
Multiple extensions resulting from financial difficulty		47		0		47
Interest-rate reductions		241		0		241

Total	$	288	$	0	$	288

Six months ended June 30, 2012
Extended under forbearance	$	0	$	0	$	0
Multiple extensions resulting from financial difficulty		47		0		47
Interest-rate reductions		268		0		268

Total	$	315	$	0	$	315

The following table provides, by class, the number of loans modified in troubled debt restructurings and the recorded investments and unpaid principal balances during the three and six months ended June 30, 2013 and 2012.


	TDRs in Compliance with Their Modified Terms and Accruing Interest				TDRs in Compliance with Their Modified Terms and Not Accruing Interest
	Number of Loans		Recorded Investment		Number of Loans		Recorded Investment
	(dollars in thousands)
Three months ended June 30, 2013
Commercial and industrial		0	$	0		0	$	0
Commercial real estate		0		0		0		0
Construction		0		0		0		0
Manufactured housing		2		60		7		910
Residential real estate		0		0		0		0
Consumer		1		33		0		0

Total		3	$	93		7	$	910

Six months ended June 30, 2013
Commercial and industrial		0	$	0		0	$	0
Commercial real estate		0		0		0		0
Construction		0		0		0		0
Manufactured housing		2		60		10		1,167
Residential real estate		0		0		0		0
Consumer		1		33		0		0

Total		3	$	93		10	$	1,167

Three months ended June 30, 2012
Commercial and industrial		0	$	0		0	$	0
Commercial real estate		0		0		0		0
Construction		0		0		0		0
Manufactured housing		5		288		0		0
Residential real estate		0		0		0		0
Consumer		0		0		0		0

Total		5	$	288		0	$	0

Six months ended June 30, 2012
Commercial and industrial		0	$	0		0	$	0
Commercial real estate		0		0		0		0
Construction		0		0		0		0
Manufactured housing		6		315		0		0
Residential real estate		0		0		0		0
Consumer		0		0		0		0

Total		6	$	315		0	$	0

At June 30, 2013 and 2012, there were no commitments to lend additional funds to debtors whose terms have been modified in troubled debt restructuring.

All loans modified in troubled debt restructurings are evaluated for impairment. The nature and extent of impairment of TDRs, including those which have experienced a subsequent default, is considered in the determination of an appropriate level of allowance for credit losses. There was $0 in specific reserves resulting from the addition of TDR modifications for both the three and six months ended June 30, 2013 and 2012. There were no TDRs that defaulted in the three and six month periods ended June 30, 2013 and 2012.

Credit Quality Indicators

Credit quality indicators for commercial and industrial, commercial real estate, residential real estate, and construction loans are based on an internal risk-rating system and are assigned at the loan origination and reviewed on a periodic or on an “as needed” basis. Consumer, mortgage warehouse, and manufactured housing loans are evaluated on the basis of the payment activity of the loan.

To facilitate the monitoring of credit quality within the commercial and industrial, commercial real estate, construction portfolio, and residential real estate classes, and for purposes of analyzing historical loss rates used in the determination of the allowance for loan losses for the respective portfolio class, the Bank utilizes the following categories of risk ratings: pass/satisfactory, special mention, substandard, and doubtful. The risk rating categories, which are derived from standard regulatory rating definitions, are assigned upon initial approval of credit to borrowers and updated periodically thereafter. Pass/satisfactory ratings, which are assigned to those borrowers that do not have identified potential or well defined weaknesses and for which there is a high likelihood of orderly repayment, are updated periodically based on the size and credit characteristics of the borrower. All other categories are updated on a quarterly basis during the month preceding the end of the calendar quarter. While assigning risk ratings involves judgment and estimates, the risk rating process is intended to permit management to identify riskier credits in a timely manner and allocate the appropriate resources to managing the loans.

The Bank assigns a special mention rating to loans that have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may, at some future date, result in the deterioration of the repayment prospects for the loan and the Bank’s credit position.

The Bank assigns a substandard rating to loans that are inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged. Substandard loans have well defined weaknesses or weaknesses that could jeopardize the orderly repayment of the debt. Loans in this category also are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies noted are not addressed and corrected.

The Bank assigns a doubtful rating to loans that have all the attributes of a substandard rating with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonable specific pending factors that may work to the advantage of and strengthen the credit quality of the loan, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors may include a proposed merger or acquisition, liquidation proceeding, capital injection, perfecting liens on additional collateral or refinancing plans. When it is determined that these loans are uncollectible they are charged off in the period in which they are determined to be uncollectible.

Risk ratings are not established for home equity loans, consumer loans, and installment loans, mainly because these portfolios consist of a larger number of homogenous loans with smaller balances. Instead, these portfolios are evaluated for risk mainly based on aggregate payment history, through the monitoring of delinquency levels and trends and are classified as performing and nonperforming.

The following presents the credit quality tables as of June 30, 2013 and December 31, 2012 for the non-covered loan portfolio.


	June 30, 2013
	Commercial and Industrial		Commercial Real Estate		Construction		Residential Real Estate
	(dollars in thousands)
Pass/Satisfactory	$	178,927	$	1,217,390	$	30,364	$	117,946
Special Mention		9,526		19,638		389		1,070
Substandard		560		18,453		2,706		1,766
Doubtful		0		0		0		0

Total	$	189,013	$	1,255,481	$	33,459	$	120,782


	Consumer		Mortgage Warehouse		Manufactured Housing
	(dollars in thousands)
Performing	$	1,751	$	7,560	$	145,917
Nonperforming (1)		57		0		10

Total	$	1,808	$	7,560	$	145,927

(1)	Includes loans that are on nonaccrual status at June 30, 2013.


	December 31, 2012
	Commercial and Industrial		Commercial Real Estate		Construction		Residential Real Estate
	(dollars in thousands)
Pass/Satisfactory	$	70,955	$	794,187	$	26,020	$	105,490
Special Mention		3,836		18,737		454		1,017
Substandard		327		21,801		1,971		2,919
Doubtful		0		763		452		4

Total	$	75,118	$	835,488	$	28,897	$	109,430


	Consumer		Mortgage Warehouse		Manufactured Housing
	(dollars in thousands)
Performing	$	2,005	$	9,565	$	154,562
Nonperforming (1)		56		0		141

Total	$	2,061	$	9,565	$	154,703

(1)	Includes loans that are on nonaccrual status at December 31, 2012.

The following presents the credit quality tables as of June 30, 2013 and December 31, 2012 for the covered loan portfolio.


	June 30, 2013
	Commercial and Industrial		Commercial Real Estate		Construction		Residential Real Estate
	(dollars in thousands)
Pass/Satisfactory	$	4,827	$	16,930	$	1,976	$	14,170
Special Mention		121		3,063		3,949		455
Substandard		2,278		15,908		19,844		4,588
Doubtful		0		0		0		0

Total	$	7,226	$	35,901	$	25,769	$	19,213


	Manufactured Housing
	(dollars in thousands)
Performing	$	3,412
Nonperforming (1)		93

Total	$	3,505

(1)	Includes loans that are on nonaccrual status at June 30, 2013.


	December 31, 2012
	Commercial and Industrial		Commercial Real Estate		Construction		Residential Real Estate
	(dollars in thousands)
Pass/Satisfactory	$	8,888	$	26,195	$	2,434	$	14,021
Special Mention		51		225		4,038		455
Substandard		2,214		18,481		21,320		5,476
Doubtful		0		0		0		0

Total	$	11,153	$	44,901	$	27,792	$	19,952


	Manufactured Housing
	(dollars in thousands)
Performing	$	3,638
Nonperforming (1)		90

Total	$	3,728

(1)	Includes loans that are on nonaccrual status at December 31, 2012.

Allowance for loan losses

The changes in the allowance for loan losses for the three and six months ended June 30, 2013 and 2012 and the loans and allowance for loan losses by loan segment based on impairment evaluation method are as follows. Please read in conjunction with disclosures in the Bancorp’s 2012 Annual Report on Form 10-K.


	Commercial and Industrial			Commercial Real Estate			Construction			Residential Real Estate			Manufactured Housing			Consumer			Mortgage Warehouse			Unallocated			Total
	(dollars in thousands)
Three months ended June 30, 2013
Beginning Balance, April 1, 2013	$	1,990		$	15,223		$	4,279		$	3,248		$	846		$	141		$	54		$	658		$	26,439
Charge-offs		(76	)		(1,481	)		(1,471	)		(65	)		0			0			0			0			(3,093	)
Recoveries		154			8			0			10			0			4			0			0			176
Provision for loan losses		417			2,935			1,509			359			(168	)		(39	)		2			(395	)		4,620

Ending Balance, June 30, 2013	$	2,485		$	16,685		$	4,317		$	3,552		$	678		$	106		$	56		$	263		$	28,142


Six months ended June 30, 2013

Beginning Balance, January 1, 2013	$	1,477		$	15,439		$	3,991		$	3,233		$	750		$	154		$	71		$	722		$	25,837
Charge-offs		(96	)		(1,891	)		(1,471	)		(198	)		0			0			0			0			(3,656	)
Recoveries		165			60			0			7			0			9			0			0			241
Provision for loan losses		939			3,077			1,797			510			(72	)		(57	)		(15	)		(459	)		5,720

Ending Balance, June 30, 2013	$	2,485		$	16,685		$	4,317		$	3,552		$	678		$	106		$	56		$	263		$	28,142


At June 30, 2013
Loans:
Individually evaluated for impairment	$	10,147		$	33,344		$	10,970		$	2,901		$	0		$	77		$	0					$	57,439
Collectively evaluated for impairment		180,933			1,200,004			31,695			121,973			143,925			1,228			7,560						1,687,318
Loans acquired with credit deterioration		5,159			58,034			16,563			15,121			5,507			503			0						100,887

																									$	1,845,644

Allowance for loan losses:
Individually evaluated for impairment	$	602		$	1,818		$	1,533		$	327		$	0		$	0		$	0		$	0		$	4,280
Collectively evaluated for impairment		1,477			9,402			279			1,022			76			48			56			263			12,623
Loans acquired with credit deterioration		406			5,465			2,505			2,203			602			58			0			0			11,239

	$	2,485		$	16,685		$	4,317		$	3,552		$	678		$	106		$	56		$	263		$	28,142


	Commercial and Industrial			Commercial Real Estate			Construction			Residential Real Estate			Manufactured Housing		Consumer			Mortgage Warehouse			Unallocated			Total
	(dollars in thousands)
Three months ended June 30, 2012
Beginning Balance, April 1, 2012	$	1,464		$	7,117		$	5,099		$	775		$	33	$	95		$	763		$	54		$	15,400
Charge-offs		0			(938	)		(979	)		(179	)		0		(10	)		0			0			(2,106	)
Recoveries		66			14			0			1			0		5			0			0			86
Provision for loan losses		(27	)		2,073			232			483			8		(16	)		39			(54	)		2,738

Ending Balance, June 30, 2012	$	1,503		$	8,266		$	4,352		$	1,080		$	41	$	74		$	802		$	0		$	16,118


Six months ended June 30, 2012

Beginning Balance, January 1, 2012	$	1,441		$	7,029		$	4,656		$	844		$	18	$	61		$	929		$	54		$	15,032
Charge-offs		(34	)		(1,143	)		(2,191	)		(200	)		0		(10	)		0			0			(3,578	)
Recoveries		66			50			0			5			0		5			0			0			126
Provision for loan losses		30			2,330			1,887			431			23		18			(127	)		(54	)		4,538

Ending Balance, June 30, 2012	$	1,503		$	8,266		$	4,352		$	1,080		$	41	$	74		$	802		$	0		$	16,118


At June 30, 2012
Loans:
Individually evaluated for impairment	$	3,232		$	25,648		$	14,309		$	1,754		$	0	$	83		$	0		$	0		$	45,026
Collectively evaluated for impairment		68,212			405,632			7,809			89,617			96,713		5,141			801,994			0			1,475,118
Loans acquired with credit deterioration		12,253			77,378			23,203			22,413			9,097		722			0			0			145,066

																								$	1,665,210

Allowance for loan losses:
Individually evaluated for impairment	$	481		$	1,651		$	3,007		$	45		$	0	$	0		$	0		$	0		$	5,184
Collectively evaluated for impairment		868			4,995			181			994			41		57			802			0			7,938
Loans acquired with credit deterioration		154			1,620			1,164			41			0		17			0			0			2,996

	$	1,503		$	8,266		$	4,352		$	1,080		$	41	$	74		$	802		$	0		$	16,118

The non-covered manufactured housing portfolio was purchased in August 2010. A portion of the purchase price may be used to reimburse the Bank under the specified terms in the Purchase Agreement for defaults of the underlying borrower and other specified items. At June 30, 2013 and 2012, funds available for reimbursement, if necessary, were $2.7 million and $5.0 million, respectively. Quarterly, these funds are evaluated to determine if they would be sufficient to absorb probable losses within the manufactured housing portfolio.

The changes in accretable yield related to PCI loans since origination for the three and six months ended June 30, 2013 and 2012 were as follows:


For the Three Months Ended June 30,	2013			2012
	(dollars in thousands)
Balance, beginning of period	$	29,665		$	44,703
Accretion to interest income		(1,601	)		0
Reclassification from nonaccretable difference and disposals, net		(415	)		(1,473	)

Balance, end of period	$	27,649		$	43,230


For the Six Months Ended June 30,	2013			2012
	(dollars in thousands)
Balance, beginning of period	$	32,174		$	45,358
Accretion to interest income		(3,672	)		(2,059	)
Reclassification from nonaccretable difference and disposals, net		(853	)		(69	)

Balance, end of period	$	27,649		$	43,230

FDIC Loss Sharing Receivable

The following table summarizes the activity related to the FDIC loss sharing receivable for the three and six months ended June 30, 2013 and 2012:


Three Months Ended June 30,	2013			2012
	(dollars in thousands)
Balance, beginning of period	$	12,043		$	14,149
Change in FDIC loss sharing receivable		2,884			(449	)
Reimbursement from the FDIC		(758	)		(1,324	)

Balance, end of period	$	14,169		$	12,376


Six Months Ended June 30,	2013			2012
	(dollars in thousands)
Balance, beginning of period	$	12,343		$	13,077
Change in FDIC loss sharing receivable		4,954			741
Reimbursement from the FDIC		(3,128	)		(1,442	)

Balance, end of period	$	14,169		$	12,376

NOTE 8 — SHAREHOLDERS’ EQUITY

On May 22, 2013, the Bancorp raised $103.5 million in gross proceeds by issuing 6,179,104 shares of its voting common stock at a price to the public of $16.75 per share. The net proceeds to Customers after deducting underwriting discounts and commissions and offering expenses were $97.7 million.

During the third quarter of 2012, the Bancorp sold 7,111,819 shares of common stock in private offerings. The proceeds, net of offering costs, were $94.6 million.

On May 8, 2012, the Bancorp announced that, due to market conditions, it had postponed its initial public offering of voting common stock. Costs related to this postponed offering in the amount of $1.3 million were expensed.

NOTE 9 — SHARE-BASED COMPENSATION

Stock Options

Options to purchase an aggregate of 617,910 and 92,687 shares of voting common stock, representing 10% and 1.5% of the number of shares issued in the May 2013 offering of voting common stock, were granted to the Chief Executive Officer and the Chief Operating Officer in connection with the completion of the offering pursuant to their existing employment agreements, respectively. The options will vest over five years from the date of grant, subject to a 50% increase in the value options to purchase of the Bancorp’s Voting Common Stock and have a term of 10 years. In addition, in matters unrelated to the May 2013 offering, options to purchase an aggregate of 50,000 shares of Voting Common Stock were granted to certain other officers. The fair values of the options were estimated using the Black-Scholes option pricing model. The following table presents the weighted-average assumptions used and the resultant weighted-average fair value of the options.


	2013			2012
Weighted-average risk-free interest rate		1.39	%		1.15	%
Expected dividend yield		0.00	%		0.00	%
Weighted-average expected volatility		6.54	%		17.47	%
Expected life (in years)		7.00			6.98
Weighted-average fair value	$	2.04		$	3.04

The following table summarizes stock option activity for the six months ended June 30, 2013.


	Number of Options		Weighted- average Exercise Price		Weighted- average Remaining Contractual Term in Years		Aggregate Intrinsic Value
	(aggregate intrinsic value in thousands)
Outstanding at January 1, 2013		2,003,889	$	12.49
Granted		760,597		16.66

Outstanding at June 30, 2013		2,764,486	$	13.64		8.40	$	7,650

Vested and expected to vest at June 30, 2013		2,764,486		13.64		8.40		7,650
Exercisable at June 30, 2013		14,438	$	20.06		3.82	$	13

NOTE 10 — REGULATORY MATTERS

The Bank and the Bancorp are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet the minimum capital requirements can initiate certain mandatory and possibly additional discretionary-actions by regulators that, if undertaken, could have a direct material effect on the Bancorp’s consolidated financial statements. At June 30, 2013, the Bank and the Bancorp met all capital adequacy requirements to which they are subject.

The Bank experienced rapid loan growth during the final days of 2012. During the standard closing process of the Bank’s December 2012 financial statements, management determined on January 30, 2013 that the rapid loan growth resulted in a reduction in the Bank’s capital ratios, causing the Bank to become adequately capitalized as of December 31, 2012. Management immediately transferred sufficient capital from the Bancorp to the Bank, returning the Bank to well-capitalized status. Sufficient cash is maintained at the Bancorp to ensure that the Bank remains well capitalized, and management remains committed to taking all steps necessary to ensure that both the Bancorp and the Bank remain well capitalized going forward. The Bank is well capitalized as of June 30, 2013. Since the Bank was adequately capitalized at December 31, 2012, regulatory approval was required to accept, renew or roll over any brokered deposits. Effective January 1, 2013, the interest rate paid for deposits by institutions that are less than well capitalized is limited to 75 basis points above the national rate for similar products unless the institution can support to the FDIC that prevailing rates in its market area exceed the national average. This has been subsequently lifted based upon the well-capitalized status as of June 30, 2013.

The Bancorp’s and the Bank’s capital amounts and ratios at June 30, 2013 and December 31, 2012 are as follows:


	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
(dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of June 30, 2013:

Total capital (to risk weighted assets)
Customers Bancorp, Inc.	$	406,314		13.32	%	$	244,036		8.0	%		N/A		N/A
Customers Bank	$	378,972		12.43	%	$	243,915		8.0	%	$	304,894		10.0	%

Tier 1 capital (to risk weighted assets)
Customers Bancorp, Inc.	$	377,617		12.38	%	$	122,018		4.0	%		N/A		N/A
Customers Bank	$	350,275		11.49	%	$	121,958		4.0	%	$	182,937		6.0	%

Tier 1 capital (to average assets)
Customers Bancorp, Inc.	$	377,617		11.20	%	$	134,895		4.0	%		N/A		N/A
Customers Bank	$	350,275		10.39	%	$	134,845		4.0	%	$	168,556		5.0	%

As of December 31, 2012:

Total capital (to risk weighted assets)
Customers Bancorp, Inc.	$	289,035		11.26	%	$	205,443		8.0	%		N/A		N/A
Customers Bank	$	244,710		9.53	%	$	205,442		8.0	%	$	256,802		10.0	%

Tier 1 capital (to risk weighted assets)
Customers Bancorp, Inc.	$	262,719		10.23	%	$	102,722		4.0	%		N/A		N/A
Customers Bank	$	218,394		8.50	%	$	102,721		4.0	%	$	154,081		6.0	%

Tier 1 capital (to average assets)
Customers Bancorp, Inc.	$	262,719		9.30	%	$	112,939		4.0	%		N/A		N/A
Customers Bank	$	218,394		7.74	%	$	112,896		4.0	%	$	141,120		5.0	%

NOTE 11 — DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The Bancorp uses fair value measurements to record fair value adjustments to certain assets and to disclose the fair value of its financial instruments. FASB ASC 825, Financial Instruments, requires disclosure of the estimated fair value of an entity’s assets and liabilities considered to be financial instruments. For the Bancorp, as for most financial institutions, the majority of its assets and liabilities are considered to be financial instruments. However, many of such instruments lack an available trading market as characterized by a willing buyer and willing seller engaging in an exchange transaction. For fair value disclosure purposes, the Bancorp utilized certain fair value measurement criteria under the FASB ASC 820, Fair Value Measurement, as explained below.

Cash and cash equivalents:

The carrying amounts reported in the balance sheet for cash and short-term instruments approximate those assets’ fair values.

Investment Securities:

The fair value of investment securities available for sale and held to maturity are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices, or externally developed models that use unobservable inputs due to limited or no market activity of the instrument (Level 3).

The carrying amount of restricted stock approximates fair value, and considers the limited marketability of such securities.

Loans held for sale:

The fair value of loans receivable held for sale is based on commitments on hand from investors within the secondary market for loans with similar characteristics.

Loans held for sale — Mortgage warehouse loans:

The Fair Value Option

The Bancorp elected the fair value option for warehouse lending transactions documented under a Master Repurchase Agreement originated after July 1, 2012 in order to more accurately represent the short-term nature of the transaction and its inherent credit risk. This adoption was in accordance with the parameters established by Accounting Standards Codification (“ASC”) 825-10-25, Financial Instruments-Overall-Recognition: The Fair Value Option. As a result of this election, warehouse lending transactions are classified as “Loans held for sale” on the balance sheet. The interest income from the warehouse lending transactions is classified in “Interest Income — Loans held for sale on the income statement. An allowance for loan losses is not recorded for the warehouse lending transactions when measured at fair value since the exit price (the repurchase price) for warehouse lending transactions considers the effect of expected credit losses.

The fair value of mortgage warehouse loans is the amount of cash initially advanced to fund the mortgage, plus accrued interest and fees, as specified in the respective agreements. The loan is used by the mortgage company as short-term bridge financing between the funding of mortgage loans and the finalization of the sale of the loans to an investor. Changes in fair value are not expected to be recognized since at inception of the transaction the underlying loans have already been sold to an approved investor or they have been hedged by the mortgage company. Additionally, the interest rate is variable, and the transaction is short-term, with an average life of 17 days from purchase to sale.

Loans receivable, net:

The fair values of loans are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.

Impaired loans:

Impaired loans are those that are accounted for under FASB ASC 450, Contingencies, in which the Bancorp has measured impairment generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.

FDIC loss sharing receivable:

The FDIC loss sharing receivable is measured separately from the related covered assets, as it is not contractually embedded in the assets and is not transferable with the assets should the assets be sold. Fair value is estimated using projected cash flows related to the loss sharing agreements based on the expected reimbursements for losses using the applicable loss share percentages and the estimated true-up payment. These cash flows are discounted to reflect the estimated timing of the receipt of the loss share reimbursement from the FDIC.

Other real estate owned:

The fair value of OREO is determined using appraisals, which may be discounted based on management’s review and changes in market conditions (Level 3 Inputs). All appraisals must be performed in accordance with the Uniform Standards of Professional Appraisal Practice (“USPAP”). Appraisals are certified to the Bancorp and performed by appraisers on the Bancorp’s approved list of appraisers. Evaluations are completed by a person independent of management. The content of the appraisal depends on the complexity of the property. Appraisals are completed on a “retail value” and an “as is value”.

Accrued interest receivable and payable:

The carrying amount of accrued interest receivable and accrued interest payable approximates its fair value.

Deposit liabilities:

The fair values disclosed for deposits (e.g., interest and noninterest checking, passbook savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Federal funds purchased:

For those short-term instruments, the carrying amount is a reasonable estimate of fair value.

Borrowings:

Borrowings consist of FHLB advances. The carrying amount of short-term FHLB borrowings approximates its fair value. Fair values of long-term FHLB advances are estimated using discounted cash flow analysis, based on quoted prices for new FHLB advances with similar credit risk characteristics, terms and remaining maturity. These prices obtained from this active market represent a market value that is deemed to represent the transfer price if the liability were assumed by a third party.

Subordinated debt:

Fair values of subordinated debt are estimated using discounted cash flow analysis, based on market rates currently offered on such debt with similar credit risk characteristics, terms and remaining maturity.

Derivatives (Assets and Liabilities):

The fair values of interest rate swaps are determined using models that incorporate readily observable market data into a market standard methodology. The methodology nets the discounted future fixed cash receipts and the discounted expected variable cash payments. The discounted variable cash payments are based on expectations of future interest rates derived from observable market interest rate curves. In addition, fair value is adjusted for the effect of nonperformance risk by incorporating credit valuation adjustments for the Bancorp and its counterparties.

Off-balance-sheet financial instruments:

Fair values for the Bancorp’s off-balance-sheet financial instruments (lending commitments and letters of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing.

The following information should not be interpreted as an estimate of the fair value of the entire Bancorp since a fair value calculation is only provided for a limited portion of the Bancorp’s assets. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Bancorp’s disclosures and those of other companies may not be meaningful.

The estimated fair values of the Bancorp’s financial instruments were as follows at June 30, 2013 and December 31, 2012.


					Fair Value Measurements at June 30, 2013
	Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(dollars in thousands)
Assets:
Cash and cash equivalents	$	205,685	$	205,685	$	205,685	$	0	$	0
Investment securities, available for sale		182,314		182,314		6		182,308		0
Loans held for sale		1,414,943		1,414,943		0		1,414,943		0
Loans receivable, net		1,817,130		1,817,362		0		0		1,817,362
FDIC loss sharing receivable		14,169		14,169		0		14,169		0
Derivatives not designated as hedging instruments		1,919		1,919		0		1,919		0
Restricted stock		33,188		33,188		0		33,188		0
Fraudulent loans receivable (1)		669		669		0		0		669
Accrued interest receivable		7,077		7,077		7,077		0		0

Liabilities:
Deposits	$	2,775,709	$	2,763,089	$	265,842	$	2,497,247	$	0
Federal funds purchased		120,000		120,000		120,000		0		0
Other borrowings		505,000		506,228		0		506,228		0
Subordinated debt		2,000		2,000		0		2,000		0
Derivatives not designated as hedging instruments		1,868		1,868		0		1,868		0
Accrued interest payable		1,534		1,534		1,534		0		0

(1)	Included in Other Assets


					Fair Value Measurements at December 31, 2012
	Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(dollars in thousands)
Assets:
Cash and cash equivalents	$	186,016	$	186,016	$	186,016	$	0	$	0
Investment securities, available for sale		129,093		129,093		6		129,087		0
Loans held for sale		1,439,889		1,439,889		0		1,439,889		0
Loans receivable, net		1,298,630		1,307,049		0		0		1,307,049
FDIC loss sharing receivable		12,343		12,343		0		12,343		0
Restricted stock		30,163		30,163		0		30,163		0
Accrued interest receivable		5,790		5,790	</