S-1 1 customerss1.htm CUSTOMERS BANCORP, INC. FORM S-1 customerss1.htm
 
As filed with the Securities and Exchange Commission on March 28, 2012
 
Registration No. 333-
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-l
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 
Customers Bancorp, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Pennsylvania
(State or other jurisdiction of
incorporation or organization)
 
6022
(Primary Standard Industrial
Classification Code Number)
 
1015 Penn Avenue
Suite 103
Wyomissing PA 19610
(610) 933-2000
27-2290659
(l.R.S. Employer
Identification Number)
 
 
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
 
Jay S. Sidhu
Customers Bancorp, Inc.
1015 Penn Avenue
Suite 103
Wyomissing PA 19610
(610) 933-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
With a Copy to:
   
Eric D. Schoenborn, Esq.
Stradley Ronon Stevens & Young, LLP
LibertyView
457 Haddonfield Road, Suite 100
Cherry Hill, NJ 08002-2223
Scott Brown, Esq.
Kilpatrick Townsend & Stockton LLP
Suite 900, 607 14th Street, NW
Washington, DC  20005-2018
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  
 
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.
 
 Large accelerated filer     [   ]
Accelerated Filer  
[   ]
       
Non-accelerated filer [X]   (Do not check if a smaller reporting company)
Smaller reporting company  
[   ]
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class
of Securities to be Registered
 
Proposed
Maximum
Aggregate
Offering Price (1)(2)
 
Amount of
Registration Fee
Voting Common Stock, par value $1.00 per share
 
$115,000,000
 
$13,179
 
(1)
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933. This amount represents the proposed maximum aggregate offering price of the securities registered hereunder to be sold by the Registrant.
(2)
Includes shares of Voting Common Stock which may be sold pursuant to the underwriters’ option to purchase additional shares of Voting Common Stock.

The Registrant hereby amends this Registration Statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
 
 
 
 

 
 
 
The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
 
Subject to Completion, dated [­­­­­­­­        ], 2012
 
PROSPECTUS
 
            Shares
 
Customers Bancorp, Inc.
 
Voting Common Stock

This prospectus relates to the initial public offering of our Voting Common Stock. We are offering              shares of our Voting Common Stock. We will bear all expenses of registration incurred in connection with this offering, which expenses will be deducted from the proceeds of the offering.
 
Prior to this offering, there has been no established public market for our Voting Common Stock.  It is currently estimated that the public offering price per share of our Voting Common Stock will be between $         and $         per share. We intend to apply to list our Voting Common Stock on the Nasdaq Global Market under the symbol “CUBI.”
 

See “Risk Factors” beginning on page 14 to read about risk factors you should consider before making an investment decision to purchase our Voting Common Stock.

 
The shares of our Voting Common Stock that you purchase in this offering will not be savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
 
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
 
   
Per Share
   
Total
 
Initial public offering price
  $       $    
Underwriting discounts
  $       $    
Proceeds, before expenses, to us
  $       $    
                 
We have granted the underwriters the option to purchase up to an additional              shares of our Voting Common Stock from us at the initial public offering price less the underwriting discounts.
 
The underwriters expect to deliver the shares of our Voting Common Stock against payment in New York, New York on ______________ ___, 2012.
 
Macquarie Capital
  
Keefe, Bruyette & Woods
 

 

Prospectus dated ________, 2012
 
 
 
 
 

 
 
 

TABLE OF CONTENTS
 

 
Page
   
Prospectus Summary
1
Risk Factors
14
Cautionary Note Regarding Forward-Looking Statements
31
Use of Proceeds
33
Dividend Policy
33
Capitalization
34
Dilution
35
Selected Historical Consolidated Financial Information
37
Management's Discussion and Analysis of Financial Condition and Results of Operations
40
Business 72
Supervision and Regulation
81
Management
88
Executive Compensation
92
Security Ownership of Certain Beneficial Owners 109
Transactions with Related Parties
110
Market Price of Common Stock and Dividends 113
Shares Eligible for Future Sale
115
Description of Capital Stock 117
Material U.S. Federal Tax Considerations
123
Underwriting
127
Legal Matters
130
Experts
130
Where You Can Find More Information
130
Index to Financial Statements
F-1
 
 
 
 
 
 
 
 
 
i

 
 
 
 
Unless we state otherwise or the context otherwise requires, references in this prospectus to "Customers Bancorp" refer to Customers Bancorp, Inc., a Pennsylvania corporation and references in this prospectus to “Customers Bank” or the “Bank”  refer to Customers Bank, a Pennsylvania-chartered bank and wholly-owned subsidiary of Customers Bancorp.  All share and per share information have been restated to reflect the Reorganization (as defined below), including that three shares of Customers Bank were exchanged for one share of Customers Bancorp in the Reorganization.  Unless we state otherwise or the context otherwise requires, references in this prospectus to "we," "our," "us" and the "Company" refer to Customers Bancorp and its consolidated subsidiary for all periods on or after September 17, 2011 and refer to Customers Bank for all periods before September 17, 2011.


About this Prospectus
 
We have not, and the underwriters have not, authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. If anyone provides you with different or inconsistent information you should not rely on it.  We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted.  The information contained in this prospectus is accurate only as of the date of this prospectus.  Our business, financial condition, results of operations or prospects may have changed since that date.
 
No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions.
 
Unless otherwise expressly stated or the context otherwise requires, all information in this prospectus assumes that the underwriters have not exercised their option to purchase additional shares of Voting Common Stock.
 
Market Data
 
Market data used in this prospectus has been obtained from independent industry sources and publications as well as from research reports prepared for other purposes. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. We have not independently verified the data obtained from these sources, and we cannot assure you of the accuracy or completeness of the data. Forward-looking information obtained from these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements in this prospectus.
 
 
 
 
 
 
 
 
ii

 
 
 
 
This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before making an investment decision to purchase Voting Common Stock in this offering. Before making an investment decision to purchase our Voting Common Stock, you should read the entire prospectus carefully, including the section entitled "Risk Factors," our consolidated financial statements, and the related notes thereto and management's discussion and analysis of financial condition and results of operations included elsewhere in this prospectus.
 
 
Company Overview
 
Customers Bancorp was incorporated in Pennsylvania in April 2010 to facilitate a reorganization into a bank holding company structure pursuant to which Customers Bank became a wholly-owned subsidiary of Customers Bancorp (the “Reorganization”) on September 17, 2011.  Pursuant to the Reorganization, all of the issued and outstanding shares of Voting Common Stock and Class B Non-Voting Common Stock of Customers Bank were exchanged on a three-to-one basis for shares of Voting Common Stock and Class B Non-Voting Common Stock, respectively, of Customers Bancorp (i.e., each three shares of Customers Bank being exchanged for one share of Customers Bancorp).  In December 2010, Customers Bank changed its name from New Century Bank.  New Century Bank was incorporated in 1994 and is a Pennsylvania state chartered bank and a member of the Federal Reserve System.

Customers Bancorp, through its wholly-owned subsidiary Customers Bank, provides financial products and services to small businesses, not-for-profits and consumers through its fourteen branches in Southeastern Pennsylvania (Bucks, Berks, Chester and Delaware Counties), Rye, New York (Westchester County) and Hamilton, New Jersey (Mercer County).  Customers Bank also provides liquidity to the mortgage market nationwide through the operation of its mortgage warehouse business.  At December 31, 2011, Customers Bancorp had total assets of $2.08 billion, including net loans (including held for sale loans) of $1.50 billion, total deposits of $1.58 billion and shareholders’ equity of $147.8 million.

Our management team consists of experienced banking executives.  The team is led by our Chairman and Chief Executive Officer Jay Sidhu, who joined Customers Bank in June 2009. Mr. Sidhu brings 36 years of banking experience, including 20 years as the Chief Executive Officer of Sovereign Bank and 17 years as the Chief Executive Officer and Chairman of Sovereign Bancorp. In addition to Mr. Sidhu, most of the members of our current management team joined us following Mr. Sidhu’s arrival in 2009 and have extensive experience working together at Sovereign with Mr. Sidhu. This team has significant experience in building a banking organization, in completing and integrating mergers and acquisitions, as well as developing existing valuable community and business relationships in our core markets.
 
Our Strategy

Our strategic plan is to become a leading regional bank holding company through organic growth and value-added acquisitions.  We differentiate ourselves from our competitors through our focus on and understanding of the banking needs of small businesses, not-for-profits and consumers. We will also focus on certain low-cost, low-risk specialty lending segments such as warehouse lending.  Our lending is funded by our branch model, which seeks higher deposit levels than a typical branch, combined with lower branch operating expenses, without sacrificing exceptional customer service.  We also create franchise value through our disciplined approach to acquisitions, both in terms of identifying targets and structuring transactions, including Federal Deposit Insurance Corporation (“FDIC”)-assisted transactions of troubled financial institutions.  Risk management practices are an important part of the strategies we initiate.
 
 
 
 
 
- 1 -

 
 

 
A central part of this strategy is generating core deposit customers to support growth of a strong and stable loan portfolio. We believe we can achieve this through exceptional convenience and pricing flexibility for deposits while remaining more responsive to our customers’ needs and providing a high level of personal and specialized service.  We will strive for flexibility and responsiveness in operating and growing our franchise, while maintaining tight internal controls and adhering to the following “Critical Success Factors:”

·  
Talent - Attract, retain and develop a seasoned and innovative executive management team, experienced high-producing relationship managers to accelerate organic growth and experienced business development officers;
 
·  
Profitability - Create a culture that focuses on profitability and delivering services in a cost-effective, efficient manner with the goal of increasing our revenues significantly faster than our expenses;
 
·  
Superior Asset Quality - Develop and adhere to conservative underwriting policies while maintaining diversified portfolios of earning assets and a conservative level of loan loss reserves;
 
·  
Risk Management - Manage other enterprise-wide risks, including minimizing interest rate risk through positioning the balance sheet so as to not place directional speculation on interest rate movements; and
 
·  
Capital - Maintain an adequate capital cushion that insulates us from adverse economic climates.
 
 
We intend to achieve our objectives under these guidelines by adhering to a combination of the following strategies:

·  
Organic growth through “High Touch, High Tech” Strategy.  We focus our customer service efforts on relationship banking, personalized service and the ability to quickly make credit and other business decisions. Relationship managers, available 12 hours a day, seven days a week, are assigned for all customers, establishing a single point of contact for all issues and products. This “concierge banking” approach allows Customers Bank to provide services in a convenient and expeditious manner, delivered by experienced bankers, and enhances the overall customer experience, offering pricing flexibility, speed and convenience.  This approach is supplemented with sophisticated high technology services, such as remote deposit capture and mobile banking, collectively creating “virtual branch banks.”  We can open accounts at the location of the customer and remote account opening is also available via our web site.  To ensure functionality across the customer base, Customers Bank will not only provide the technology, but also set up and train customers on how to benefit from this technology.  We believe that the combination of our “concierge banking” approach and creation of a more inexpensive network of “virtual” branches, which require less staff and smaller branch locations, provides greater convenience and cost savings.  We believe this allows us to capture market share from and have a competitive advantage over larger institutions, which we expect will continue to contribute to the profitability of our franchise and allows us to generate core deposits.

·  
Value-Added Acquisitions. We plan to take advantage of acquisition opportunities that will add immediate value to our core franchise. The recent U.S. recession and the related crisis in the financial services industry present a unique opportunity for us to execute our acquisition strategy.  Many banks are trading at historically low multiples and are in need of capital at a time when traditional sources of capital have diminished.  The current weakness in the banking sector and the potential duration of any recovery provide us with an opportunity to successfully execute our strategy.  Our management team has a long history of identifying targets, assessing and pricing risk and executing acquisitions. We believe our acquisition strategy will deliver transactions that add substantial value while minimizing potential risks.

Our acquisition strategy focuses on community banks, primarily in Pennsylvania, New Jersey, New York, Maryland, Connecticut and Delaware. We seek to achieve sufficient scale in each market that we enter by acquiring healthy, distressed, undercapitalized and weakened banking institutions that have stable core deposit franchises, local market share, quantifiable risks or that are acquired from the FDIC with federal assistance, and that offer synergies through add-on acquisitions, expense reduction and organic growth opportunities. We also seek to purchase assets and banking platforms, as well as assumptions of deposits from the FDIC and possibly enter into loss mitigation arrangements with the FDIC in connection with such purchases.
 
 
 
 
- 2 -

 
 

 
·  
Creative and Efficient Integration. We will seek to integrate acquired banks into our existing model, where our operational strategies and systems will have already proven themselves in our core banking franchise.  Our strategy includes maximizing customer retention, improving on the products and services offered to new customers, and a seamless integration and conversion focusing on achieving appropriate cost savings. As we grow our franchise, we will seek to capitalize on the existing goodwill, customer loyalty and brand values. We intend to actively manage banks we acquire, integrate and reposition existing management to maximize the use of their talents and evaluate the competitive models of our acquired franchises to determine how best our overall company can profit from the strongest features of each business.

·  
Lending initiatives focused on small business and specialty lending.  We maintain a specialty lending line, warehouse lending, that is relatively low risk and low cost.  Warehouse lending is a national business where we provide liquidity to non-depository mortgage companies to fund their mortgage pipelines.  We have also established a multi-family and commercial real estate segment that is focused in the Mid-Atlantic region, which targets the refinancing of existing loans utilizing conservative underwriting standards.

·  
Expand fee-based services and products.  We will provide fee-based services for core retail and small business customers including cash management, deposit services, merchant services and asset management.  We are working with vendors to expand our suite of fee-based services.  Our management team has significant experience in building these capabilities and creating sales processes to increase fee revenue.

·  
Maintain strong risk management culture.  We are very focused on maintaining a strong risk management culture.  We employ conservative underwriting in our lending, with a loan committee chaired by our Chief Credit Officer.  Customer Bank’s Risk Management Committee performs an independent review of all risks at Customers Bank, and the Bank's Management Risk Committee, chaired by the Head of Enterprise Risk Management, reviews all risks.  We intend to maintain strong capital levels and utilize our investment portfolio to primarily manage liquidity and interest rate risk.
 
 
Our Financial Targets
 
We hope through the execution of our strategy we will achieve certain financial goals, which are outlined below.  The table below also contains these goals and compares our 2011 fourth quarter unaudited results against these goals.
 
Category
Metric
Fourth Quarter 2011
Long Term Goal
Return on Capital
Return on Equity
8.47%
10.0-12.0%
Return on Assets
0.66%
1.0-1.1%
Capital Adequacy
Tier I Leverage Ratio
7.59%
8.0-10.0%
Total - Risk Based Capital Ratio
11.43%
12.0%+
Fee Revenue/Total Revenue
23.62%
15.0-25.0%
Income Generation
Net Interest Margin
3.05%
3.0%+
Efficiency Ratio
63.74%
≤50.0%
Balance Sheet Management
Loan to Deposit Ratio
95.9%
70.0-90.0%
 

 
- 3 -

 
 

Our Competitive Strengths

· 
Experienced and respected management team. An integral element of our business strategy is to capitalize on and leverage the prior experience of our executive management team. The management team is led by our Chairman and Chief Executive Officer, Jay Sidhu, who is the former Chief Executive Officer and Chairman of Sovereign Bancorp. In addition to Mr. Sidhu, most of the members of our current management team have extensive experience working together at Sovereign with Mr. Sidhu, including Richard Ehst, President and Chief Operating Officer of Customers Bancorp, Warren Taylor, President of Community Banking for Customers Bank, and Thomas Brugger, Chief Financial Officer of Customers Bancorp. During their tenure at Sovereign, the team established a track record of producing strong financial results, integrating acquisitions, managing risk, working with regulators and achieving organic growth and expense control. In addition, our warehouse lending group is led by Glenn Hedde, who brings more than 23 years of experience in this sector. This team has significant experience in successfully building a banking organization as well as existing valuable community and business relationships in our core markets.
 
·  
Unique Asset Generation Strategy. We focus on local market lending combined with relatively low-risk specialty lending segments.  Our local market asset generation provides consumer lending products, such as mortgage loans and home equity loans.  We have also established a multi-family and commercial real estate product line that is focused on the Mid-Atlantic region.  The strategy is to focus on refinancing existing loans with conservative underwriting and to keep costs low.  Through the multi-family and commercial real estate product, we earn interest income, fee income and generate commercial deposits.  We also maintain a specialty lending business, warehousing lending, which is a national business where we provide liquidity to non-depository mortgage companies to fund their mortgage pipelines. Through the warehouse lending business, we earn interest income and generate fees.
 
·  
Attractive risk profile.  We have sought to maintain high asset quality and moderate credit risk by using conservative underwriting standards and early identification of potential problem assets.  We have also formed a special assets department to both manage our covered assets portfolio and to review our other classified and non-performing assets.  As shown below, a significant portion of our loan portfolio has been subjected to acquisition accounting adjustments and, in some cases, is also subject to loss sharing agreements with the FDIC (“Loss Sharing Agreements”):
 
·  
as of December 31, 2011, approximately 22.87% of our loans (by dollar amount) were acquired loans and all of those loans were adjusted to their estimated fair values at the time of acquisition; and
 
·  
as of December 31, 2011, 8.32% of our loans and 45.74% of our other real estate owned (“OREO”) (each by dollar amount) were covered by a loss sharing arrangement with the FDIC in which the FDIC will reimburse us for 80% of our losses on these assets.
 
Please refer to the Asset Quality tables regarding legacy and acquired loans beginning on page 59 in the Management’s Discussion and Analysis section.

·  
Superior Community Banking Model.  We expect to drive organic growth by employing our “concierge banking” strategy, which provides specific relationship managers for all customers, delivering an appointment banking approach available 12 hours a day, seven days a week. This allows us to provide services in a personalized, convenient and expeditious manner.  This approach, coupled with superior technology, including remote account opening, remote deposit capture and mobile banking, results in a competitive advantage over larger institutions, which we believe contributes to the profitability of our franchise and allows us to generate core deposits.  Our “high tech, high touch,” model requires less staff and smaller branch locations to operate, thereby significantly reducing our operating costs.
 
 
 
 
- 4 -

 
 
 
 
·  
Acquisition Expertise.  The depth of our management team and their experience working together and successfully completing acquisitions provides us with unique insight in identifying and analyzing potential markets and acquisition targets. Our team’s experience, which includes the acquisition and integration of over 30 institutions, as well as numerous branch acquisitions, provides us a substantial advantage in pursuing and consummating future acquisitions.  Additionally, we believe our strengths in structuring transactions to limit our risk, our experience in the financial reporting and regulatory process related to troubled bank acquisitions, and our ongoing risk management expertise, particularly in problem loan workouts, collectively enable us to capitalize on the potential of the franchises we acquire. With our depth of operational experience in connection with completing merger and acquisition transactions, we expect to be able to integrate and reposition acquired franchises cost-efficiently and with a minimum disruption to customer relationships.
 
We believe our ability to operate efficiently is enhanced by our centralized management structure, our access to attractive labor and real estate costs in our markets, and an infrastructure that is unencumbered by legacy systems. Furthermore, we anticipate additional expense synergies from the integration of our recent acquisitions, which we believe will enhance our financial performance.
 

 
Our Markets
Market Criteria

We look to grow organically as well as through selective acquisitions in our current and prospective markets.  We believe there is significant opportunity to both enhance our presence in our current markets and enter new complementary markets that meet our objectives.

We focus on markets that we believe are characterized by some or all of the following:

·  
Population density
·  
Concentration of business activity
·  
Attractive deposit bases; large market share held by large banks
·  
Advantageous competitive landscape that provides opportunity to achieve meaningful market presence
·  
Lack of consolidation in the banking sector and corresponding opportunities for add-on transactions
·  
Potential for economic growth over time
·  
Management experience in the applicable markets

Current Markets

Our current markets are broadly defined as the greater Philadelphia region and Berks County in Pennsylvania, Mercer County, New Jersey and Southeastern New York.  The table below describes certain key statistics regarding our presence in these markets as of June 30, 2011:
 
 
 
 
 
- 5 -

 

 
Market
 
Deposit Market Share Rank
   
Offices
   
Deposits
(in millions)
   
Deposit
Market Share
 
                         
Philadelphia-Camden-Wilmington, PA, NJ, DE, MSA
    27       8     $ 947.6       0.23 %
                                 
Berks County, PA(1)
    9       6       271.9       3.07  
                                 
Mercer County, NJ
    19       1       141.7       1.17  
                                 
Westchester County, NY
    26       1       170.7       0.37  
_________________
(1)  
Includes deposits and offices of Berkshire Bank.  See “Berkshire Bank Acquisition.”

Source:  FDIC Website as of June 30, 2011
 
 
 
 
 
 
 
- 6 -

 

 
We believe that these markets have highly attractive demographic, economic and competitive dynamics that are consistent with our objectives and favorable to executing our organic growth and acquisition strategy. The table below describes certain key demographic statistics regarding these markets.
 
Market Environment
Market
Deposits ($bn)
# of Businesses (thousands)
Market Population (millions)
Population Density Current (#/sq. mi.)
Population Growth
(%) (2000 to 2011)
Median Household
Income ($) 2011
Household Income
Growth (%) (2000-2011)
Top 3 Competitor Combined Deposit Market Share (%)
Philadelphia – Camden – Wilmington, PA-NJ-DE-MD
417.2
219
6.0
1,228.9
5.2
58,051
20.4
53
Berks, PA
8.8
14
0.4
482.0
10.5
54,769
22.5
59
Mercer, NJ
12.1
16
0.4
1,638.2
4.9
71,646
26.0
49
Westchester, NY
46.5
41
0.9
2,203.0
2.7
81,147
27.5
53
U.S.
     
88.0
10.4
50,227
19.1
33
 

Source: SNL Financial; Deposit data as of June 30, 2011

 
 
 
 

 
- 7 -

 

Prospective Markets

Our organic growth strategy focuses on expanding market share in our existing and contiguous markets by generating deposits through personalized service and taking advantage of technology and through our commercial, consumer and specialized lending products.  Our acquisition strategy primarily focuses on undervalued and troubled community banks in Pennsylvania, New Jersey, New York, Maryland, Connecticut and Delaware, where such acquisitions further our objectives and meet our critical success factors.  As we evaluate potential acquisition opportunities, we believe there are many banking institutions that continue to face credit challenges, capital constraints and liquidity issues and that lack the scale and management expertise to manage the increasing regulatory burden.

Our Acquisitions

Since July 2010, we have completed three acquisitions, two of which were FDIC-assisted transactions. On September 17, 2011, we acquired Berkshire Bancorp, Inc. and its subsidiary, Berkshire Bank, which served Berks County, Pennsylvania.  On the closing date, Berkshire Bancorp had total assets of approximately $132.5 million, including total loans of $98.4 million, and total liabilities of approximately $122.8 million, including total deposits of $121.9 million.  The transaction was immediately accretive to earnings.

On July 9, 2010, Customers Bank acquired substantially all of the assets and assumed all of the non-brokered deposits and substantially all other liabilities of USA Bank from the FDIC, as receiver.  The transaction consisted of assets with a fair value of $221.1 million, including $124.7 million of loans (with a corresponding unpaid principal balance (“UPB”), of $153.6 million), a $22.7 million FDIC loss sharing receivable and $3.4 million of foreclosed assets. Liabilities with a fair value of $202.1 million were also assumed, including $179.3 million of non-brokered deposits.  Customers Bank also received cash consideration from the FDIC of $25.6 million.  Furthermore, Customers Bank recognized a bargain purchase gain before taxes of $28.2 million, which represented 12.2% of the fair value of the total assets acquired.  Customers Bank entered into this transaction to expand its franchise into a lucrative new market, accrete its book value per share and add significant capital.

On September 17, 2010, Customers Bank acquired substantially all of the assets and assumed all of the non-brokered deposits and substantially all other liabilities of ISN Bank from the FDIC, as receiver.  The transaction consisted of assets with a fair value of $83.9 million, including $51.3 million of loans (with a corresponding UPB of $58.2 million), a $5.6 million FDIC loss sharing receivable and $1.2 million of foreclosed assets. Liabilities with a fair value of $75.8 million were also assumed, including $71.9 million of non-brokered deposits.  Customers Bank received cash consideration from the FDIC of $5.9 million.  Furthermore, Customers Bank recognized a bargain purchase gain before taxes of $12.1 million, which represented 14.4% of the fair value of the total assets acquired. Customers Bank entered into this transaction to enhance book value per share, add capital and enter the New Jersey market in a more efficient manner than de novo expansion.

 
We believe we have structured acquisitions that limit our credit risk, which has positioned us for attractive risk-adjusted returns.
 
 
 

 
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Additional Information

Our principal executive offices are located at 1015 Penn Avenue, Suite 103, Wyomissing, Pennsylvania, 19610. Our telephone number is (610) 993-2000. Our Internet address is www.customersbank.com. Information on, or accessible through, our web site is not part of this prospectus.

The Offering
 
Voting Common Stock offered by us
____ shares of Voting Common Stock.
 
Option of underwriters to purchase additional shares of Voting Common Stock from us
____ shares of Voting Common Stock.
 
Common stock to be outstanding after this offering
____ shares of Voting Common Stock and ____ shares of Class B Non-Voting Common Stock. (1)
 
Use of proceeds
Assuming an initial public offering price of $____  per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, we estimate that the net proceeds to us from the sale of our Voting Common Stock in this offering will be $____ (or $____ if the underwriters exercise in full their option to purchase additional shares of Voting Common Stock from us), after deducting estimated underwriting discounts and offering expenses. We intend to use our net proceeds from this offering (i) to fund our organic growth; (ii) to fund the acquisition of depository and non-bank institutions; and (iii) for working capital and other general corporate purposes. For additional information, see “Use of Proceeds.”
 
Regulatory ownership restrictions
We are a bank holding company. A holder of shares of Voting Common Stock (or group of holders acting in concert) that (i) directly or indirectly owns, controls or has the power to vote more than 5% of the total voting power of the Company, (ii) directly or indirectly owns, controls or has the power to vote 10% or more of any class of voting securities of the Company, (iii) directly or indirectly owns, controls or has the power to vote 25% or more of the total equity of the Company, or (iv) is otherwise deemed to “control” the Company under applicable regulatory standards, may be subject to important restrictions, such as prior regulatory notice or approval requirements and applicable provisions of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions. For a further discussion of regulatory ownership restrictions, see “Supervision and Regulation.”
   
Voting Common Stock and Class B Non-Voting Common Stock
The Voting Common Stock possesses all of the voting power for all matters requiring action by holders of our common stock, with certain limited exceptions. Our articles of incorporation provide that, except with respect to voting rights, the Voting Common Stock and Class B Non-Voting Common Stock are treated equally.
   
Dividend Policy 
We have never paid cash dividends to holders of our common stock. We do not expect to declare or pay any cash or other dividends on our common stock in the foreseeable future after the completion of this offering.  For additional information, see “Dividend Policy.”
 
Listing
We intend to apply to list our Voting Common Stock on the Nasdaq Global Market under the trading symbol “CUBI.”
 
Risk factors
Investing in our Voting Common Stock involves risks. Please read the section entitled “Risk Factors” beginning on page 14 for a discussion of various matters you should consider before making an investment decision to purchase our Voting Common Stock.
 
 


 
(1)
Based on 8,503,541 shares of Voting Common Stock and 2,844,142 shares of Class B Non-Voting Common Stock issued and outstanding as of December 31, 2011.  Unless otherwise indicated, information contained in this prospectus regarding the number of shares of our common stock outstanding after this offering does not include shares underlying awards issuable under our Bonus Recognition and Retention Program* and  an aggregate of up to _____ shares of Voting Common Stock and ___ shares of Non-Voting Common Stock as of December 31, 2011, which is comprised of:
 
 
 
 
- 9 -

 
 
 
 
·  
up to _____ shares of Voting Common Stock which may be issued by us upon exercise in full of the underwriters’ option to purchase additional shares of our Voting Common Stock;
 
·  
35,289 shares of Voting Common Stock underlying restricted stock units awarded but not yet vested under the Amended and Restated 2004 Incentive Equity and Deferred Compensation Plan, as amended (“2004 Plan”);
 
·  
589,005 shares of Voting Common Stock and 81,036 shares of Class B Non-Voting Common Stock issuable upon exercise of outstanding warrants with exercise prices from $10.50 to $73.01 per share, of which all were vested as of December 31, 2011;
 
·  
1,194,695 shares of Voting Common Stock issuable upon exercise of outstanding stock options under our 2010 Stock Option Plan ("2010 Stock Option Plan") and 2004 Plan with a weighted average exercise price of $11.13 per share, of which 6,592 shares were vested as of December 31, 2011;
 
·  
2,603,350 shares of Voting Common Stock and Class B Non-Voting Common Stock reserved for future issuance under the 2004 Plan and 2010 Stock Option Plan (excluding (i) the 1,229,984 shares issuable upon exercise of outstanding stock options and vesting of restricted stock units as noted above and (ii) the 15% limitation currently in place on the number of shares that can be awarded under the 2010 Stock Option Plan at any point in time – see footnote 3 to the  disclosure under “Equity Compensation Plans” for more details on this 15% limitation); and
 
·  
6,736 shares of Voting Common Stock issuable to directors as compensation for service as a director (see “Director Compensation” for details).
 
*  The Bonus Recognition and Retention Program does not provide for a specific number of shares to be reserved under this formula-based plan.  By its terms, the award of restricted stock units under this plan is limited by the amount of the cash bonuses paid to the participants in the plan.  See the description of the Bonus Recognition and Retention Program in this prospectus under the heading “Executive Compensation -Bonus Recognition and Retention Program.”
 
 
 
 
 
 
 
 

 
 
- 10 -

 

Summary Selected Historical Consolidated Financial Information

 
Customers Bancorp and Subsidiary

The following table presents Customers Bancorp’s summary consolidated financial data.  We derived our balance sheet and income statement data for the years ended December 31, 2011, 2010, 2009, 2008 and 2007 from our audited financial statements.  The summary consolidated financial data should be read in conjunction with, and are qualified in their entirety by, our financial statements and the accompanying notes and the other information included elsewhere in this prospectus.

Dollars in thousands except per share data

   
2011(1)
     
2010(2) 
     
2009 
     
2008
     
2007
 
For the Period
                                     
Interest income
 
$
61,439
   
$
30,907
   
$
13,486
   
$
15,502
   
$
17,659
 
Interest expense
   
22,463
     
11,546
     
6,336
     
8,138
     
10,593
 
Net interest income
   
38,976
     
19,361
     
7,150
     
7,364
     
7,066
 
Provision for loan losses
   
9,450
     
10,397
     
11,778
     
611
     
444
 
Bargain purchase gain on bank acquisitions
   
     
40,254
     
     
     
 
Total non-interest income (loss) excluding bargain purchase gains
   
13,652
     
5,349
     
1,043
     
(350
   
356
 
Total non-interest expense
   
37,309
     
26,101
     
9,650
     
7,654
     
6,908
 
Income (loss) before taxes
   
5,869
     
28,466
     
(13,235
)
   
(1,251
   
70
 
Income tax expense (benefit)
   
1,835
     
4,731
     
     
(426
   
(160
Net income (loss)
   
4,034
     
23,735
     
(13,235
)
   
(825
   
230
 
Net income (loss) attributable to common shareholders
 
$
3,990
   
$
23,735
   
$
(13,235
)
 
$
(825
)
 
$
230
 
Basic earnings (loss) per share (3)
 
$
0.40
   
$
3.78
   
$
(10.98
)
 
$
(1.23
 
$
0.33
 
Diluted earnings (loss) per share (3)
 
$
0.39
   
$
3.69
   
$
(10.98
)
 
$
(1.23
)
 
$
0.33
 
At Period End
                                       
Total assets
 
$
2,077,532
   
$
1,374,407
   
$
349,760
   
$
274,038
   
$
272,004
 
Cash and cash equivalents
   
73,570
     
238,724
     
68,807
     
6,295
     
6,683
 
Investment securities (4)
   
398,684
     
205,828
     
44,588
     
32,061
     
40,779
 
Loans held for sale
   
174,999
     
199,970
     
     
     
 
Loans receivable not covered by Loss Sharing Agreements with the FDIC (5)
   
1,216,265
     
514,087
     
230,258
     
223,752
     
214,569
 
Allowance for loan and lease losses
   
15,032
     
15,129
     
10,032
     
2,876
     
2,460
 
Loans receivable covered under Loss Sharing Agreements with the FDIC (5)
   
126,276
     
164,885
     
     
     
 
FDIC loss sharing receivable (5)
   
13,077
     
16,702
     
     
     
 
Deposits
   
1,583,189
     
1,245,690
     
313,927
     
237,842
     
220,345
 
Other borrowings
   
331,000
     
11,000
     
     
     
 
Shareholders’ equity
   
147,748
     
105,140
     
21,503
     
16,849
     
16,830
 
Tangible common equity(6)
 
$
146,150
   
$
105,140
   
$
21,503
   
$
15,869
   
$
16,830
 
Selected Ratios and Share
       Data
                                       
Return on average assets
   
0.24
   
3.40
%
   
(4.69
)%
   
(0.30
)%
   
0.09
%
Return on average equity
   
3.56
   
41.29
%
   
(65.35
)%
   
(4.98
)%
   
1.40
%
Book value per share (3)
 
$
13.02
   
$
12.52
   
$
11.68
   
$
25.00
   
$
24.97
 
 
 
 
 
- 11 -

 
 
 
 
Tangible book value per common share(3) (6)
 
$
12.88
   
$
12.52
   
$
11.68
   
$
23.54
   
$
24.97
 
Common shares outstanding (3)
   
11,347,683
     
8,398,014
     
1,840,902
     
673,693
     
673,693
 
Net interest margin
   
2.44
%
   
2.70
%
   
2.62
%
   
2.82
%
   
2.83
%
Equity to assets
   
7.11
%
   
7.65
%
   
6.14
%
   
6.15
%
   
6.19
%
Tangible common equity to tangible assets(6)
   
7.04
%
   
7.65
%
   
6.14
%
   
5.79
%
   
6.19
%
Tier 1 leverage ratio - Bank
   
7.33
%
   
8.67
%
   
6.68
%
   
6.21
%
   
6.22
%
Tier 1 leverage ratio – Customers Bancorp
   
7.59
%
   
 %
   
%
   
%
   
%
Tier 1 risk-based capital ratio - Bank
   
9.97
%
   
19.65
%
   
9.76
%
   
7.87
%
   
8.03
%
Tier 1 risk-based capital ratio - Customers Bancorp
   
10.32
%
   
%
   
%
   
%
   
%
Total risk-based capital ratio - Bank
   
11.08
%
   
21.14
%
   
11.77
%
   
10.50
%
   
10.62
%
Total risk-based capital ratio – Customers Bancorp
   
11.43
%
   
%
   
%
   
%
   
%
Asset Quality - Non-Covered Assets
                                       
Non-performing loans (5)
 
 $
45,137
   
$
27,055
   
$
19,150
   
$
7,175
   
$
2,069
 
Non-performing loans to total non-covered loans (5)
   
3.71
%
   
5.26
%
   
8.32
%
   
3.21
%
   
1.63
%
Other real estate owned (5)
 
$
7,316
   
$
1,906
   
$
1,155
   
$
1,519
   
$
 
Non-performing assets (5)
 
$
52,453
   
$
28,961
   
$
20,305
   
$
8,694
   
$
2,069
 
Non-performing, non-covered assets to total non-covered assets (5)
   
2.70
%
   
2.41
%
   
5.81
%
   
3.17
%
   
1.28
%
Allowance for loan and lease losses to total non-covered loans (5)
   
1.24
%
   
2.94
%
   
4.36
%
   
1.29
%
   
1.15
%
Allowance for loan and lease losses to non-performing, non-covered loans (5)
   
33.30
%
   
55.92
%
   
52.39
%
   
40.08
%
   
70.41
%
Net charge offs
 
$
9,547
   
$
5,250
   
$
4,622
   
$
195
   
$
13
 
Net charge offs to average non-covered loans(5)
   
1.13
%
   
1.00
%
   
2.05
%
   
0.09
%
   
0.01
%
Asset Quality - Covered Assets
                                       
Non-performing loans (5)
   
45,213
     
43,454
     
     
     
 
Non-performing loans to total covered loans
   
35.80
%
   
26.35
%
   
     
     
 
Other real estate owned (5)
   
6,166
     
5,342
     
     
     
 
Non-performing assets (5)
   
51,379
     
48,796
     
     
     
 
Non-performing assets to total covered assets
   
38.79
%
   
28.67
%
                       
 
(1) On September 17, 2011, we completed our acquisition of Berkshire Bancorp, Inc. All transactions since the acquisition date are included in our consolidated financial statements.
 
(2) During the third quarter of 2010, we acquired two banks in FDIC assisted transactions. All transactions since the acquisition dates are included in our consolidated financial statements.
 
(3) Effective September 17, 2011, Customers Bank reorganized into the holding company structure pursuant to which all of the issued and outstanding common stock of the Bank was exchanged on a three to one basis for common stock of Customers Bancorp (i.e., each three shares of Customers Bank being exchanged for one share of Customers Bancorp). All share and per share information has been restated retrospectively to reflect the reorganization.
 
(4) Includes available-for-sale and held-to-maturity investment securities.
 
 
 
 
 
 
- 12 -

 
 
 
(5) Certain loans and other real estate owned (described as “covered”) acquired in the two FDIC assisted transactions are subject to Loss Sharing Agreements between Customers Bank and the FDIC. If certain provisions within the Loss Sharing Agreements are maintained, the FDIC will reimburse Customers Bank for 80% of the unpaid principal balance and certain expenses. A loss sharing receivable was recorded based upon the credit evaluation of the acquired loan portfolio and the estimated periods for repayments. Loans receivable and assets that are not subject to the Loss Sharing Agreement are described as “non-covered”.
 
(6) Our selected financial data contains non-GAAP financial measures calculated using non-GAAP amounts. These measures include tangible common equity and tangible book value per common share and tangible common equity to tangible assets.
 
Management uses these non-GAAP measures to present historical periods comparable to the current period presentation.   In addition, we believe the use of these non-GAAP measures provides additional clarity when assessing our financial results and use of equity.  These disclosures should not be viewed as substitutes for results determined to be in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. We calculate tangible common equity by excluding preferred stock and goodwill from total shareholders’ equity. Tangible book value per common share equals tangible common equity divided by common shares outstanding.  A reconciliation of each of these Non-GAAP financial measures against the most directly comparable GAAP measures is set forth below.
 
 
   
(Dollars in thousands, except per share data)
 
   
2011
   
2010
   
2009
   
2008
   
2007
 
Shareholders’ equity
  $ 147,748     $ 105,140     $ 21,503     $ 16,849     $ 16,830  
Less:
                                       
     Preferred stock
                      (980 )      
     Intangible assets
    (1,598 )                        
Tangible common equity
  $ 146,150     $ 105,140     $ 21,503     $ 15,869     $ 16,830  
                                         
Shares outstanding
    11,348       8,398       1,841       674       674  
                                         
Book value per share
  $ 13.02     $ 12.52     $ 11.68     $ 25.01     $ 24.97  
Less:  effect of excluding intangible
                                       
   assets and preferred stock
    (0.14 )     -       -       (1.45 )     -  
Tangible book value per share
  $ 12.88     $ 12.52     $ 11.68     $ 23.54     $ 24.97  
                                         
Total assets
  $ 2,077,532     $ 1,374,407     $ 349,760     $ 274,038     $ 272,004  
Less:  intangible assets
    (1,598 )     -       -       -       -  
Total tangible assets
  $ 2,075,934     $ 1,374,407     $ 349,760     $ 274,038     $ 272,004  
                                         
Equity to assets
    7.11 %     7.65 %     6.15 %     6.15 %     6.19 %
Less:  effect of excluding intangible
                                       
   assets and preferred stock
    (0.07 )                 (0.36 )      
Tangible common equity to tangible
                                       
   assets
    7.04 %     7.65 %     6.15 %     5.79 %     6.19 %



 
 
- 13 -

 

 
 
Investing in our Voting Common Stock involves a high degree of risk. You should carefully consider the following risk factors, as well as all of the other information contained in this prospectus, including our consolidated historical financial statements and the related notes thereto, before making an investment decision to purchase our Voting Common Stock. The occurrence or realization of any of the following risks could materially and adversely affect our business, prospects, financial condition, liquidity, results of operations, cash flows and capital levels. In any such case, the market price of our Voting Common Stock could decline substantially, and you could lose all or part of your investment.
 
Risks Related to Our Banking Operations

Our level of assets categorized as doubtful, substandard or special mention expose us to increased lending risk.  If our allowance for loan losses is insufficient to absorb losses in our loan portfolio, our earnings could decrease.

Lending money is a substantial part of our business, and each loan carries a risk that it will not be repaid in accordance with its terms or that any underlying collateral will not be sufficient to assure repayment. This risk is affected by, among other things:
 
·  
the financial condition and cash flows of the borrower and/or the project being financed;
·  
the changes and uncertainties as to the future value of the collateral, in the case of a collateralized loan;
·  
the discount on the loan at the time of its acquisition;
·  
the duration of the loan;
·  
the credit history of a particular borrower; and
·  
changes in economic and industry conditions.

At December 31, 2011, our delinquent loans greater than 90 days and non-accrual loans not covered under the Loss Sharing Agreements with the FDIC totaled $38.9 million, which represented 2.77% of total loans not covered under the Loss Sharing Agreements, and our allowance for loan losses totaled $15.0 million, which represented 1.24% of total loans not covered under the Loss Sharing Agreements with the FDIC. We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the probability of receiving payment, as well as the value of real estate and other assets serving as collateral for the repayment of many of our loans. Loans covered under the Loss Sharing Agreements totaled $126.3 million at December 31, 2011. In determining the amount of the allowance for loan losses, significant factors considered include loss experience in particular segments of the portfolio, trends and absolute levels of classified and criticized loans, trends and absolute levels in delinquent loans, trends in risk ratings, trends in industry charge-offs by particular segments and changes in existing general economic and business conditions affecting our lending areas and the national economy. If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to the allowance.  Material additions to our allowance could materially decrease net income. Our regulators, as an integral part of their examination process, periodically review our allowance for loan losses and may require us to increase our allowance for loan losses by recognizing additional provisions for loan losses charged to expense, or to decrease our allowance for loan losses by recognizing loan charge-offs, net of recoveries. Any such additional provisions for loan losses or charge-offs, as required by these regulatory agencies, could have a material adverse effect on our financial condition and results of operations.

Our emphasis on commercial and mortgage warehouse lending may expose us to increased lending risks.

We intend to continue to emphasize the origination of commercial and specialty loans, including mortgage warehouse financing. Commercial loans generally expose a lender to greater risk of non-payment and loss than one- to four-family residential mortgage loans because repayment of the loans often depends on the successful operation of the property and the income stream of the borrowers. Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. In addition, since such loans generally entail greater credit risk than one- to four-family residential mortgage loans, we may need to increase our allowance for loan losses in the future to account for the likely increase in probable incurred credit losses associated with the growth of such loans. Also, we expect that many of our commercial borrowers will have more than one loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss compared to an adverse development with respect to a one- to four-family residential mortgage loan.

As a mortgage warehouse lender, we provide a form of financing to mortgage bankers by purchasing the underlying residential mortgages on a short-term basis under a master repurchase agreement. We are subject to the risks associated with such lending, including, but not limited to, the risks of fraud, bankruptcy and default of the underlying residential borrower, any of which could result in credit losses. The risk of fraud associated with this type of lending includes, but is not limited to, the risk of financing nonexistent loans or fictitious mortgage loan transactions, or that the collateral delivered is fraudulent creating exposure that could result in the loss of the full amount financed on the underlying residential mortgage loan.
 
 
 
 
 
- 14 -

 

 
Decreased residential mortgage originations and pricing decisions of competitors may adversely affect our profitability.

We do not currently operate in the residential mortgage origination business.  However we may originate, sell and service residential mortgage loans in the future. If we do, changes in interest rates and pricing decisions by our loan competitors may adversely affect demand for our residential mortgage loan products, the revenue realized on the sale of loans and revenues received from servicing such loans for others, and ultimately reduce our net income. New regulations, increased regulatory reviews, and/or changes in the structure of the secondary mortgage markets which we would utilize to sell mortgage loans, may be introduced and may increase costs and make it more difficult to operate a residential mortgage origination business.

Federal Home Loan Bank of Pittsburgh may not pay dividends or repurchase capital stock in the future.

On December 23, 2008, the Federal Home Loan Bank of Pittsburgh (“FHLB”) announced that it would voluntarily suspend the payment of dividends and the repurchase of excess capital stock until further notice. The FHLB announced at that time that it expected its ability to pay dividends and add to retained earnings to be significantly curtailed due to low short-term interest rates, an increased cost of maintaining liquidity, other than temporary impairment charges, and constrained access to debt markets at attractive rates. While FHLB announced on February 22, 2012 that a dividend would be paid and capital stock repurchase would resume, capital stock repurchases from member banks are reviewed on a quarterly basis by the FHLB.  Such dividends and capital stock repurchases may not continue in the future.  As of December 31, 2011, we held $17.9 million of FHLB capital stock.

The fair value of our investment securities can fluctuate due to market conditions outside of our control.

As of December 31, 2011, the fair value of our investment securities portfolio was approximately $409.9 million.  We have historically taken a conservative investment strategy, with concentrations of securities that are backed by government sponsored enterprises. In the future, we may seek to increase yields through more aggressive strategies, which may include a greater percentage of corporate securities and structured credit products. Factors beyond our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse changes to the fair value of these securities. These factors include, but are not limited to, rating agency actions in respect of the securities, defaults by the issuer or with respect to the underlying securities, and changes in market interest rates and continued instability in the capital markets. Any of these factors, among others, could cause other-than-temporary impairments and realized and/or unrealized losses in future periods and declines in other comprehensive income, which could have a material adverse effect on us. The process for determining whether impairment of a security is other-than-temporary usually requires complex, subjective judgments about the future financial performance and liquidity of the issuer and any collateral underlying the security in order to assess the probability of receiving all contractual principal and interest payments on the security.

We may not be able to meet the cash flow requirements of deposit withdrawals and other business needs or support earnings growth unless we maintain sufficient liquidity.

We need adequate liquidity to fund our balance sheet growth in order for us to be able to successfully grow our revenues, make loans and to repay deposit and other liabilities as they become due or are demanded by customers.  This liquidity can be gathered in both wholesale and non-wholesale funding markets. Our asset growth over the past few years has been funded with various forms of deposits and wholesale funding, which is defined as wholesale deposits (primarily certificates of deposit) and borrowed funds (FHLB advances, Federal advances and Federal fund line borrowings). Wholesale funding at December 31, 2011 represented approximately 17.6% of total funding compared with approximately 6.0% at December 31, 2010.  Wholesale funding generally costs more than deposits generated from our traditional branch system and is subject to certain practical limits such as the FHLB’s maximum borrowing capacity and our liquidity policy limits.  Additionally, regulators might consider wholesale funding beyond certain points to be imprudent and might suggest that future asset growth be reduced or halted.  In the absence of wholesale funding sources, we might need to reduce earning asset growth through the reduction of current production, sale of assets, and/or the participating out of future and current loans or leases. Alternatively, we may need to seek third party funding or other sources of liquidity.  This in turn might reduce our future net income.
 
 
 
 
 
- 15 -

 

 
Downgrades in U.S. Government and federal agency securities could adversely affect Customers Bancorp and the Bank

The long-term impact of the downgrade of the U.S. Government and federal agencies from an AAA to an AA+ credit rating is currently unknown.  However, in addition to causing economic and financial market disruptions, the recent downgrade, and any future downgrades and/or failures to raise the U.S. debt limit if necessary in the future, could, among other things, materially adversely affect the market value of the U.S. and other government and governmental agency securities that we hold, the availability of those securities as collateral for borrowing, and our ability to access capital markets on favorable terms, as well as have other material adverse effects on the operation of our business and our financial results and condition. In particular, it could increase interest rates and disrupt payment systems, money markets, and long-term or short-term fixed income markets, adversely affecting the cost and availability of funding, which could negatively affect profitability. Also, the adverse consequences as a result of the downgrade could extend to the borrowers of the loans the Bank makes and, as a result, could adversely affect its borrowers’ ability to repay their loans.

We may not be able to retain or develop a strong core deposit base or other low-cost funding sources.

We depend on checking, savings and money market deposit account balances and other forms of customer deposits as our primary source of funding for our lending activities. Our future growth will largely depend on our ability to retain and grow a strong, low-cost deposit base. Because 45% of our deposit base as of December 31, 2011 is time deposits, the large majority of which we acquired, it may prove harder to maintain and grow our deposit base than would otherwise be the case, especially since many of them currently pay interest at above-market rates. During the 12 months following December 31, 2011, $495.4 million of our time deposits are scheduled to mature.

We are working to transition certain of our customers to lower cost traditional banking services as higher cost funding sources, such as high interest time deposits, mature. Many banks in the United States are struggling to maintain depositors in light of the recent financial crisis, and there may be competitive pressures to pay higher interest rates on deposits, which could increase funding costs and compress net interest margins. Customers may not transition to lower yielding savings and investment products, which could materially and adversely affect us. In addition, with recent concerns about bank failures, customers have become concerned about the extent to which their deposits are insured by the FDIC, particularly customers that may maintain deposits in excess of insured limits. Customers may withdraw deposits in an effort to ensure that the amount that they have on deposit with us is fully insured and may place them in other institutions or make investments that are perceived as being more secure. Further, even if we are able to grow and maintain our deposit base, the account and deposit balances can decrease when customers perceive alternative investments, such as the stock market, as providing a better risk/return tradeoff. If customers move money out of bank deposits, we could lose a relatively low cost source of funds, increasing our funding costs and reducing our net interest income and net income. Additionally, any such loss of funds could result in lower loan originations, which could materially and adversely affect us.

We may not be able to maintain consistent earnings or profitability.

We have had periods in which we experienced operating losses, including in 2009, portions of 2010 and the first quarter of 2011. Although we made a profit in the second, third and fourth quarter of 2011 and for the fiscal year ended December 31, 2011, we may not be able to remain profitable in future periods, of, if profitable, our earnings may not remain consistent or increase in the future.  Our earnings also may be reduced by any increased expenses associated with increased assets, such as additional employee compensation expense, and increased interest expense on any liabilities incurred or deposits solicited to fund increases in assets. If earnings do not grow proportionately with our assets or equity, our overall profitability may be adversely affected.

Continued or worsening general business and economic conditions could materially and adversely affect us.

Our business and operations are sensitive to general business and economic conditions in the United States, which remain guarded. If the U.S. economy is unable to steadily emerge from the recent recession that began in 2007 or we experience worsening economic conditions, such as a so-called “double-dip” recession, we could be materially and adversely affected. Weak economic conditions may be characterized by deflation, fluctuations in debt and equity capital markets, including a lack of liquidity and/or depressed prices in the secondary market for mortgage loans, increased delinquencies on loans, residential and commercial real estate price declines and lower home sales and commercial activity. All of these factors would be detrimental to our business. Our business is significantly affected by monetary and related policies of the U.S. federal government, its agencies and government-sponsored entities. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our control and could have a material adverse effect on us.
 
 
 
 
 
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Downturns in the local economies and depressed banking markets could materially and adversely affect our financial condition and results of operations.

Our loan and deposit activities are largely based in Suburban Philadelphia, Central New Jersey and Southeastern New York State. As a result, our financial performance depends largely upon economic conditions in this region. This region has recently experienced deteriorating local economic conditions and a continued downturn in the regional real estate market that could harm our financial condition and results of operations because of the geographic concentration of loans within this region and because a large percentage of the loans are secured by real property.  If there is further decline in real estate values, the collateral for our loans will provide less security. As a result, the ability to recover on defaulted loans by selling the underlying real estate will be diminished, and we will be more likely to suffer losses on defaulted loans.  Additionally, a significant portion of our loan portfolio is invested in commercial real estate loans. Often in a commercial real estate transaction, repayment of the loan is dependent on rental income.

Economic conditions may affect the tenant’s ability to make rental payments on a timely basis, and may cause some tenants not to renew their leases, each of which may impact the debtor’s ability to make loan payments. Further, if expenses associated with commercial properties increase dramatically, the tenant’s ability to repay, and therefore the debtor’s ability to make timely loan payments, could be adversely affected.  All of these factors could increase the amount of non-performing loans, increase our provision for loan and lease losses and reduce our net income.

Our business is highly susceptible to credit risk.

As a lender, we are exposed to the risk that our customers will be unable to repay their loans according to their terms and that the collateral securing the payment of their loans (if any) may not be sufficient to assure repayment. The risks inherent in making any loan include risks with respect to the ability of borrowers to repay their loans and, if applicable, the period of time over which the loan is repaid, risks relating to proper loan underwriting and guidelines, risks resulting from changes in economic and industry conditions, risks inherent in dealing with individual borrowers and risks resulting from uncertainties as to the future value of collateral. Our credit standards, procedures and policies may not prevent us from incurring substantial credit losses, particularly in light of market developments in recent years.  Additionally, we may restructure originated or acquired loans if we believe the borrowers are likely to fully repay their restructured obligations. We may also be subject to legal or regulatory requirements for restructured loans. For our originated loans, if interest rates or other terms are modified subsequent to extension of credit or if terms of an existing loan are renewed because a borrower is experiencing financial difficulty and a concession is granted, we may be required to classify such action as a troubled debt restructuring (which we refer to in this prospectus as a “TDR”). With respect to restructured loans, we may grant concessions to borrowers experiencing financial difficulties in order to facilitate repayment of the loan by (1) reduction of the stated interest rate for the remaining life of the loan to lower than the current market rate for new loans with similar risk or (2) extension of the maturity date. In situations where a TDR is unsuccessful and the borrower is unable to satisfy the terms of the restructured loan, the loan would be placed on nonaccrual status and written down to the underlying collateral value less estimated selling costs.

We depend on our executive officers and key personnel to implement our strategy and could be harmed by the loss of their services.

We believe that the implementation of our strategy will depend in large part on the skills of our executive management team and our ability to motivate and retain these and other key personnel. Accordingly, the loss of service of one or more of our executive officers or key personnel could reduce our ability to successfully implement our growth strategy and materially and adversely affect us. Leadership changes will occur from time to time, and if significant resignations occur, we may not be able to recruit additional qualified personnel. We believe our executive management team possesses valuable knowledge about the banking industry and that their knowledge and relationships would be very difficult to replicate.  Although our Chief Executive Officer, President and Chief Financial Officer have entered into employment agreements with us, it is possible that they may not complete the term of their respective employment agreements or may choose not to renew their respective employment agreements upon expiration. Our success also depends on the experience of our branch managers and lending officers and on their relationships with the customers and communities they serve. The loss of these key personnel could negatively impact our banking operations. The loss of key senior personnel, or the inability to recruit and retain qualified personnel in the future, could have a material adverse effect on us.
 
 
 
 
 
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Customers Bancorp’s chairman and chief executive officer also serves as Non-Executive Chairman of the holding company for another financial institution and such responsibilities could affect his ability to devote sufficient time to our operations.

Customers Bancorp’s Chairman and Chief Executive Officer, Jay S. Sidhu, also serves as Non-Executive Chairman of the Board of Atlantic Coast Financial Corporation, a holding company for Atlantic Coast Bank, a federal savings bank with branches in Florida and Georgia. Mr. Sidhu’s duties at Atlantic Coast Financial Corporation have the potential to cause him to devote less of his time to our operations, thereby potentially reducing his effectiveness in overseeing the strategic plan. A reduction in the time that Mr. Sidhu may devote to our operations could adversely affect our ability to successfully implement our strategic plan and results of operations.

We face significant competition from other financial institutions and financial services providers, which may materially and adversely affect us.

Consumer and commercial banking is highly competitive. Our markets contain a large number of community and regional banks as well as a significant presence of the country’s largest commercial banks. We compete with other state and national financial institutions, including savings and loan associations, savings banks and credit unions, for deposits and loans. In addition, we compete with financial intermediaries, such as consumer finance companies, mortgage banking companies, insurance companies, securities firms, mutual funds and several government agencies, as well as major retailers, in providing various types of loans and other financial services. Some of these competitors may have a long history of successful operations in our markets, greater ties to local businesses and more expansive banking relationships, as well as better established depositor bases. Competitors may also have greater resources and access to capital and may possess an advantage by being capable of maintaining numerous banking locations in more convenient sites, operating more ATMs and conducting extensive promotional and advertising campaigns or operating a more developed Internet platform. Competitors may also exhibit a greater tolerance for risk and behave more aggressively with respect to pricing in order to increase their market share.

The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Increased competition among financial services companies due to the recent consolidation of certain competing financial institutions may adversely affect our ability to market our products and services. Technological advances have lowered barriers to entry and made it possible for banks to compete in our market without a retail footprint by offering competitive rates, as well as non-banks to offer products and services traditionally provided by banks. Our ability to compete successfully depends on a number of factors, including, among others:

·  
the ability to develop, maintain and build upon long-term customer relationships based on high quality, personal service, effective and efficient products and services, high ethical standards and safe and sound assets;
·  
the scope, relevance and competitive pricing of products and services offered to meet customer needs and demands;
·  
the ability to provide customers with maximum convenience of access to services and availability of banking representatives;
·  
the ability to attract and retain highly qualified employees to operate our business;
·  
the ability to expand our market position;
·  
customer access to our decision makers, and customer satisfaction with our level of service; and
·  
the ability to operate our business effectively and efficiently.

Failure to perform in any of these areas could significantly weaken our competitive position, which could materially and adversely affect us.

We are affected by a variety of factors, including changes in interest rates, which can impact the value of financial instruments held by us.

Like other financial services institutions, we have asset and liability structures that are essentially monetary in nature and are directly affected by many factors, including domestic and international economic and political conditions, broad trends in business and finance, legislation and regulation affecting the national and international business and financial communities, monetary and fiscal policies, inflation, currency values, market conditions, the availability and terms (including cost) of short-term or long-term funding and capital, the credit capacity or perceived creditworthiness of customers and counterparties and the level and volatility of trading markets. Such factors can impact customers and counterparties of a financial services institution and may impact the value of financial instruments held by a financial services institution.
 
 
 
 
 
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Our earnings and cash flows largely depend upon the level of our net interest income, which is the difference between the interest income we earn on loans, investments and other interest-earning assets, and the interest we pay on interest-bearing liabilities, such as deposits and borrowings. Because different types of assets and liabilities may react differently and at different times to market interest rate changes, changes in interest rates can increase or decrease our net interest income. When interest-bearing liabilities mature or reprice more quickly than interest-earning assets in a period, an increase in interest rates would reduce net interest income. Similarly, when interest-earning assets mature or reprice more quickly, and because the magnitude of repricing of interest-earning assets is often greater than interest-bearing liabilities, falling interest rates would reduce net interest income.

Accordingly, changes in the level of market interest rates affect our net yield on interest-earning assets and liabilities, loan and investment securities portfolios and our overall results. Changes in interest rates may also have a significant impact on any future loan origination revenues. Historically, there has been an inverse correlation between the demand for loans and interest rates. Loan origination volume and revenues usually decline during periods of rising or high interest rates and increase during periods of declining or low interest rates. Changes in interest rates also have a significant impact on the carrying value of a significant percentage of the assets, both loans and investment securities, on our balance sheet. We may incur debt in the future and that debt may also be sensitive to interest rates and any increase in interest rates could materially and adversely affect us. Interest rates are highly sensitive to many factors beyond our control, including general economic conditions and policies of various governmental and regulatory agencies, particularly the Federal Reserve. Adverse changes in the Federal Reserve’s interest rate policies or other changes in monetary policies and economic conditions could materially and adversely affect us.

We are dependent on our information technology and telecommunications systems and third-party servicers, and systems failures, interruptions or breaches of security could have a material adverse effect on us.

Our business is highly dependent on the successful and uninterrupted functioning of our information technology and telecommunications systems and third-party servicers. We outsource many of our major systems, such as data processing, loan servicing and deposit processing systems. The failure of these systems, or the termination of a third-party software license or service agreement on which any of these systems is based, could interrupt our operations. Because our information technology and telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such services exceeds capacity or such third-party systems fail or experience interruptions. If significant, sustained or repeated, a system failure or service denial could compromise our ability to operate effectively, damage our reputation, result in a loss of customer business, and/or subject us to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on us.

In addition, we provide our customers with the ability to bank remotely, including over the Internet and over the telephone. The secure transmission of confidential information over the Internet and other remote channels is a critical element of remote banking. Our network could be vulnerable to unauthorized access, computer viruses, phishing schemes and other security breaches. We may be required to spend significant capital and other resources to protect against the threat of security breaches and computer viruses, or to alleviate problems caused by security breaches or viruses. To the extent that our activities or the activities of our customers involve the storage and transmission of confidential information, security breaches and viruses could expose us to claims, regulatory scrutiny, litigation and other possible liabilities. Any inability to prevent security breaches or computer viruses could also cause existing customers to lose confidence in our systems and could materially and adversely affect us.

Additionally, financial products and services have become increasingly technology-driven.  Our ability to meet the needs of our customers competitively, and in a cost-efficient manner, is dependent on the ability to keep pace with technological advances and to invest in new technology as it becomes available. Many of our competitors have greater resources to invest in technology than we do and may be better equipped to market new technology-driven products and services. The ability to keep pace with technological change is important, and the failure to do so could have a material adverse impact on our business and therefore on our financial condition and results of operations.
 
 
 
 
 
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We intend to engage in acquisitions of other businesses from time to time.  These acquisitions may not produce revenue or earnings enhancements or cost savings at levels or within timeframes originally anticipated and may result in unforeseen integration difficulties.

On September 17, 2011, we completed the acquisition of Berkshire Bancorp, Inc. We regularly evaluate opportunities to strengthen our current market position by acquiring and investing in banks and in other complementary businesses, or opening new branches, and when appropriate opportunities arise, subject to regulatory approval, we plan to engage in acquisitions of other businesses and in opening new branches. Such transactions could, individually or in the aggregate, have a material effect on our operating results and financial condition, including short and long-term liquidity. Our acquisition activities could be material to our business. For example, we could issue additional shares of Voting Common Stock in a purchase transaction, which could dilute current shareholders’ value or ownership interest. These activities could require us to use a substantial amount of cash, other liquid assets and/or incur debt. Our acquisition activities could involve a number of additional risks, including the risks of:

·  
incurring time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, resulting in our attention being diverted from the operation of our existing business;
·  
using inaccurate estimates and judgments to evaluate credit, operations, management and market risks with respect to the target institution or assets;
·  
potential exposure to unknown or contingent liabilities of banks and businesses we acquire;
·  
the time and expense required to integrate the operations and personnel of the combined businesses;
·  
experiencing higher operating expenses relative to operating income from the new operations;
·  
creating an adverse short-term effect on our results of operations;
·  
losing key employees and customers as a result of an acquisition that is poorly received; or
·  
significant problems relating to the conversion of the financial and customer data of the entity being acquired into our financial and customer product systems.

Depending on the condition of any institutions or assets that are acquired, any acquisition may, at least in the near term, materially adversely affect our capital and earnings and, if not successfully integrated following the acquisition, may continue to have such effects. We may not be successful in overcoming these risks or any other problems encountered in connection with pending or potential acquisitions. Our inability to overcome these risks could have an adverse effect on levels of reported net income, return on equity and return on assets, and the ability to achieve our business strategy and maintain market value.

Our acquisitions generally will require regulatory approvals, and failure to obtain them would restrict our growth.

We intend to complement and expand our business by pursuing strategic acquisitions of community banking franchises. Generally, any acquisition of target financial institutions, banking centers or other banking assets by us will require approval by, and cooperation from, a number of governmental regulatory agencies, possibly including the Federal Reserve, the Office of the Comptroller of the Currency and the FDIC, as well as state banking regulators. In acting on applications, federal banking regulators consider, among other factors:

·  
the effect of the acquisition on competition;
·  
the financial condition, liquidity, results of operations, capital levels and future prospects of the applicant and the bank(s) involved;
·  
the quantity and complexity of previously consummated acquisitions;
·  
the managerial resources of the applicant and the bank(s) involved;
·  
the convenience and needs of the community, including the record of performance under the Community Reinvestment Act of 1977 (the “CRA”);
·  
the effectiveness of the applicant in combating money laundering activities; and
·  
the extent to which the acquisition would result in greater or more concentrated risks to the stability of the United States banking or financial system.

Such regulators could deny our application based on the above criteria or other considerations, which would restrict our growth, or the regulatory approvals may not be granted on terms that are acceptable to us. For example, we could be required to sell banking centers as a condition to receiving regulatory approvals, and such a condition may not be acceptable to us or may reduce the benefit of any acquisition.
 
 
 
 
 
 
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The success of future acquisition transactions will depend on our ability to successfully identify and consummate acquisitions of banking franchises that meet our investment objectives. Because of the intense competition for acquisition opportunities and the limited number of potential targets, we may not be able to successfully consummate acquisitions on attractive terms, or at all.

The success of future acquisition transactions will depend on our ability to successfully identify and consummate transactions with target banking franchises that meet our investment objectives. There are significant risks associated with our ability to identify and successfully consummate these acquisitions. There are a limited number of acquisition opportunities, and we expect to encounter intense competition from other banking organizations competing for acquisitions and also from other investment funds and entities looking to acquire financial institutions. Many of these entities are well established and have extensive experience in identifying and consummating acquisitions directly or through affiliates. Many of these competitors possess ongoing banking operations with greater financial, technical, human and other resources and access to capital than we do. Our competitors may be able to achieve greater cost savings, through consolidating operations or otherwise, than we could. These competitive limitations give others an advantage in pursuing certain acquisitions. In addition, increased competition may drive up the prices for the acquisitions we pursue and make the other acquisition terms more onerous, which would make the identification and successful consummation of those acquisitions less attractive to us. Competitors may be willing to pay more for acquisitions than we believe are justified, which could result in us having to pay more for them than we prefer or to forego the opportunity. As a result, we may be unable to successfully identify and consummate acquisitions on attractive terms, or at all, that are necessary to grow our business.

We will generally establish the pricing of transactions and the capital structure of banking franchises to be acquired by us on the basis of financial projections for such banking franchises. In general, projected operating results will be based on the judgment of our management team. Projections are estimates of future results that are based upon assumptions made at the time that the projections are developed and the projected results may vary significantly from actual results. General economic, political and market conditions can have a material adverse impact on the reliability of such projections. In the event that the projections made in connection with our acquisitions, or future projections with respect to new acquisitions, are not accurate, such inaccuracies could materially and adversely affect us.

We are subject to certain risks related to FDIC-assisted acquisitions.

In evaluating potential acquisition opportunities we may seek to acquire failed banks through FDIC-assisted acquisitions. We recently completed the acquisition, from the FDIC, of (1) assets of the former USA Bank, which had been headquartered in Port Chester, New York, and (2) assets of the former ISN Bank, which had been headquartered in Cherry Hill, New Jersey. While the FDIC may, in such acquisitions, provide assistance to mitigate certain risks, such as sharing in exposure to loan losses, and providing indemnification against certain liabilities of the failed institution, we may not be able to accurately estimate our potential exposure to loan losses and other potential liabilities, or the difficulty of integration, in acquiring such institutions.

The success of past FDIC-assisted acquisitions, and any FDIC-assisted acquisitions in which we may participate in the future, will depend on a number of factors, including our ability to:

·  
fully integrate, and to integrate successfully, the branches acquired into bank operations;
·  
limit the outflow of deposits held by new customers in the acquired branches and to successfully retain and manage interest-earning assets (loans) acquired in FDIC-assisted acquisitions;
·  
retain existing deposits and generate new interest-earning assets in the geographic areas previously served by the acquired banks;
·  
effectively compete in new markets in which we did not previously have a presence;
·  
successfully deploy the cash received in the FDIC-assisted acquisitions into assets bearing sufficiently high yields without incurring unacceptable credit or interest rate risk;
·  
control the incremental non-interest expense from the acquired branches in a manner that enables us to maintain a favorable overall efficiency ratio;
·  
retain and attract the appropriate personnel to staff the acquired branches; and
·  
earn acceptable levels of interest and non-interest income, including fee income, from the acquired branches.

As with any acquisition involving a financial institution, particularly one involving the transfer of a large number of bank branches (as is often the case with FDIC-assisted acquisitions), there may be higher than average levels of service disruptions that would cause inconveniences or potentially increase the effectiveness of competing financial institutions in attracting our customers.  Integrating the acquired branches could present unique challenges and opportunities because of the nature of the transactions.  Integration efforts will also likely divert our management’s attention and resources. It is not known whether we will be able to integrate acquired branches successfully, and the integration process could result in the loss of key employees, the disruption of ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the FDIC-assisted acquisitions. We may also encounter unexpected difficulties or costs during integration that could materially and adversely affect our earnings and financial condition.  Additionally, we may be unable to compete effectively in the market areas previously served by the acquired branches or to manage any growth resulting from FDIC-assisted acquisitions effectively.
 
 
 
 
 
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Our willingness and ability to grow acquired branches following FDIC-assisted acquisitions depend on several factors, most importantly the ability to retain certain key personnel that we hire or transfer in connection with FDIC-assisted acquisitions. Our failure to retain these employees could adversely affect the success of FDIC-assisted acquisitions and our future growth.

Our ability to continue to receive benefits of our Loss Sharing Agreements with the FDIC is conditioned upon compliance with certain requirements under the Purchase and Assumption Agreements.

Pursuant to the Purchase and Assumption Agreements we signed in connection with our FDIC-assisted acquisitions of USA Bank and ISN Bank (“Purchase and Assumption Agreements”), we are the beneficiary of Loss Sharing Agreements that require the FDIC to fund a portion of the losses on a majority of the assets acquired in connection with the transactions. Our ability to recover a portion of losses and retain the loss sharing protection is subject to compliance with certain requirements imposed on us in the Purchase and Assumption Agreements. The requirements of the Loss Sharing Agreements relate primarily to loan servicing standards concerning the assets covered by the Loss Sharing Agreements (the “Covered Assets”), as well as obtaining the consents of the FDIC to engage in certain corporate transactions that may be deemed under the agreements to constitute a transfer of the loss sharing benefits. For example, FDIC approval will be required for any merger we undertake that would result in the pre-merger shareholders of such entity owning less than 66.66% of the equity of the surviving entity.

As the loan servicing standards evolve, we may experience difficulties in complying with the requirements of the Loss Sharing Agreements, which could result in Covered Assets losing some or all of their loss sharing coverage. In accordance with the terms of the Loss Sharing Agreements, we are subject to audits by the FDIC through its designated agent. The required terms of the Loss Sharing Agreements are extensive and failure to comply with any of the guidelines could result in a specific asset or group of assets losing their loss sharing coverage.

In such instances in which the consent of the FDIC is required under the Purchase and Assumption Agreements, the FDIC may withhold its consent to such transactions or may condition its consent on terms that we do not find acceptable, which may cause us not to engage in a corporate transaction that might otherwise benefit shareholders or to pursue such a transaction without obtaining the FDIC’s consent, which could result in termination of the Loss Sharing Agreements with the FDIC.

FDIC-assisted acquisition opportunities may not become available and increased competition may make it more difficult for us to bid on failed bank transactions on terms considered to be acceptable.

Our near-term business strategy includes consideration of potential acquisitions of failing banks that the FDIC plans to place in receivership. The FDIC may not place banks that meet our strategic objectives into receivership. Failed bank transactions are attractive opportunities in part because of loss sharing arrangements with the FDIC that limit the acquirer’s downside risk on the purchased loan portfolio and, apart from our assumption of deposit liabilities, we have significant discretion as to the non-deposit liabilities that we assume. In addition, assets purchased from the FDIC are marked to their fair value and in many cases there is little or no addition to goodwill arising from an FDIC-assisted acquisition. The bidding process for failing banks could become very competitive, and the increased competition may make it more difficult for us to bid on terms we consider to be acceptable. Further, all FDIC-assisted acquisitions would require us to obtain applicable regulatory approval.

If we do not open new branches as planned or do not achieve profitability on new branches, earnings may be reduced.

We plan to open approximately four to six new branches each year over the next few years in and around our target markets of southeastern Pennsylvania, New Jersey, New York, Maryland, Connecticut and Delaware. These plans may change. The opening of new branches is subject to regulatory approvals. We cannot predict whether the banking regulators will agree with our growth plans or if or when they will provide the necessary branch approvals. Numerous factors contribute to the performance of a new branch, such as the ability to select a suitable location, competition, our ability to hire and retain qualified personnel, and the effectiveness of our marketing strategy. It takes time for a new branch to generate significant deposits and loan volume to offset expenses, some of which, like salaries and occupancy expense, are relatively fixed costs. The initial cost, including capital asset purchases, for each new branch to open would be in a range of approximately $200,000 to $250,000. These new branches may not become profitable. During the period of time before a branch can become profitable, operating a branch will negatively impact net income.
 
 
 
 
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To the extent that we are unable to increase loans through organic loan growth, we may be unable to successfully implement our growth strategy, which could materially and adversely affect us.

In addition to growing our business through strategic acquisitions, we also intend to grow our business through organic loan growth.  While loan growth has been strong and our loan balances have increased from December 31, 2010 to December 31, 2011, much of this growth has come from our warehouse lending business and loans that we have acquired.  This warehouse lending business tends to be volatile and we have seen strong growth due to the low interest rate environmental and strong refinancing activity.  If the Bank is unsuccessful with diversifying its loan originations, our results of operations and financial condition could be negatively impacted.

We may not be able to effectively manage our growth.

Our future operating results depend to a large extent on our ability to successfully manage our rapid growth. Our rapid growth has placed, and it may continue to place, significant demands on our operations and management. Whether through additional acquisitions or organic growth, our current plan to expand our business is dependent upon our ability to:

·  
continue to implement and improve our operational, credit, financial, management and other internal risk controls and processes and our reporting systems and procedures in order to manage a growing number of client relationships;
·  
scale our technology platform;
·  
integrate our acquisitions and develop consistent policies throughout the various businesses; and
·  
attract and retain management talent.

We may not successfully implement improvements to, or integrate, our management information and control systems, procedures and processes in an efficient or timely manner and may discover deficiencies in existing systems and controls. In particular, our controls and procedures must be able to accommodate an increase in loan volume in various markets and the infrastructure that comes with new banking centers and banks. Thus, our growth strategy may divert management from our existing franchises and may require us to incur additional expenditures to expand our administrative and operational infrastructure and, if we are unable to effectively manage and grow our banking franchise, we could be materially and adversely affected. In addition, if we are unable to manage future expansion in our operations, we may experience compliance and operational problems, have to slow the pace of growth, or have to incur additional expenditures beyond current projections to support such growth, any one of which could materially and adversely affect us.

We may face risks related to minority investments.

From time to time, we may make or consider making minority investments in other financial institutions or technology companies in the financial services business. If we do so, we may not be able to influence the activities of companies in which we invest, and may suffer losses due to these activities. Investments in foreign companies could pose additional risks as a result of distance, language barriers and potential lack of information (for example, foreign institutions, including foreign financial institutions, may not be obligated to provide as much information regarding their operations as those in the United States).

Some institutions we may acquire may have distressed assets and we may not be able to realize the value predicted from these assets or have sufficient provision for future losses, or accurately estimate the future write-downs taken in respect of, these assets.

The decline in real estate values in many markets across the United States and weakened general economic conditions may result in increases in delinquencies and losses in the loan portfolios and other assets of financial institutions that we acquire in amounts that exceed initial forecasts developed during the due diligence investigation prior to acquiring those institutions. In addition, asset values may be impaired in the future due to factors that cannot currently be predicted, including significant deterioration in economic conditions and further declines in collateral values and credit quality indicators. Any of these events could adversely affect the financial condition, liquidity, capital position and value of institutions acquired and of our business as a whole. Further, as a registered bank holding company, if we acquire bank subsidiaries, they may become subject to cross-guaranty liability under applicable banking law. If we do so and any of the foregoing adverse events occur with respect to one subsidiary, they may adversely affect other subsidiaries.  Current economic conditions have created an uncertain environment with respect to asset valuations and we may not be able to sell assets of target institutions, even if it is determined to be in our best interests to do so. The institutions we will target may have substantial amounts of asset classes for which there is currently limited or no marketability.
 
 
 
 
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As a result of an investment or acquisition transaction, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition and results of operations.

We conduct due diligence investigations of target institutions we intend to acquire. Intensive due diligence is time consuming and expensive due to the operations, accounting, finance and legal professionals who must be involved in the due diligence process. Even if extensive due diligence is conducted on a target institution with which we may be combined, this diligence may not reveal all material issues that may affect a particular target institution, and factors outside our control or the control of the target institution may later arise. If, during the diligence process, we fail to identify issues specific to a target institution or the environment in which the target institution operates, we may be forced to later write down or write off assets, restructure operations or incur impairment or other charges that could result in reporting losses. These charges may also occur if we are not successful in integrating and managing the operations of the target institution with which we combine. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming preexisting debt held by a target institution or by virtue of obtaining debt financing.

Resources could be expended in considering or evaluating potential investment or acquisition transactions that are not consummated, which could materially and adversely affect subsequent attempts to locate and acquire or merge with another business.

We anticipate that the investigation of each specific target institution and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If a decision is made not to complete a specific investment or acquisition transaction, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, even if an agreement is reached relating to a specific target institution, we may fail to consummate the investment or acquisition transaction for any number of reasons, including those beyond our control. Any such event will result in a loss of the related costs incurred, which could materially and adversely affect subsequent attempts to locate and acquire or merge with another institution.

Risks Relating to the Regulation of Our Industry

The enactment of the Dodd-Frank Act Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) may have a material adverse effect on our business.

The key effects of the Dodd-Frank Act on our business are:

·  
changes to regulatory capital requirements;
·  
exclusion of hybrid securities, including trust preferred securities, issued on or after May 19, 2010 from Tier 1 capital;
·  
creation of new government regulatory agencies (such as the Financial Stability Oversight Council, which will oversee systemic risk, and the Consumer Financial Protection Bureau, which will develop and enforce rules for bank and non-bank providers of consumer financial products);
·  
potential limitations on federal preemption;
·  
changes to deposit insurance assessments;
·  
regulation of debit interchange fees we earn;
·  
changes in retail banking regulations, including potential limitations on certain fees we may charge; and
·  
changes in regulation of consumer mortgage loan origination and risk retention.
 
 
 
 
 
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In addition, the Dodd-Frank Act restricts the ability of banks to engage in certain proprietary trading or to sponsor or invest in private equity or hedge funds. The Dodd-Frank Act also contains provisions designed to limit the ability of insured depository institutions, their holding companies and their affiliates to conduct certain swaps and derivatives activities and to take certain principal positions in financial instruments.

Some provisions of the Dodd-Frank Act became effective immediately upon its enactment. Many provisions, however, will require regulations to be promulgated by various federal agencies in order to be implemented, some of which have been proposed by the applicable federal agencies. The provisions of the Dodd-Frank Act may have unintended effects, which will not be clear until implementation. The changes resulting from the Dodd-Frank Act could limit our business activities, require changes to certain of our business practices, impose upon us more stringent capital, liquidity and leverage requirements or otherwise materially and adversely affect us. These changes may also require us to invest significant management attention and resources to evaluate and make any changes necessary to comply with new statutory and regulatory requirements. Failure to comply with the new requirements could also materially and adversely affect us. For a more detailed description of the Dodd-Frank Act, see “Business–Supervision and Regulation—Federal Banking Laws—Dodd-Frank Wall Street Reform and Consumer Protection Act.”

We operate in a highly regulated environment and the laws and regulations that govern our operations, corporate governance, executive compensation and accounting principles, or changes in them, or our failure to comply with them, could materially and adversely affect us.

We are subject to extensive regulation, supervision, and legislation that govern almost all aspects of our operations. Intended to protect customers, depositors and the Deposit Insurance Fund (the “DIF”), these laws and regulations, among other matters, prescribe minimum capital requirements, impose limitations on the business activities in which we can engage, limit the dividends or distributions that we can pay, restrict the ability of institutions to guarantee our debt, and impose certain specific accounting requirements on us that may be more restrictive and may result in greater or earlier charges to earnings or reductions in our capital than under accounting principles generally accepted in the United States (“GAAP”). Compliance with laws and regulations can be difficult and costly, and changes to laws and regulations often impose additional compliance costs. Our failure to comply with these laws and regulations, even if the failure follows a good faith effort or reflects a difference in interpretation, could subject us to restrictions on our business activities, fines and other penalties, any of which could materially and adversely affect us. Further, any new laws, rules and regulations could make compliance more difficult or expensive and also materially and adversely affect us.

The FDIC’s restoration plan and the related increased assessment rate could materially and adversely affect us.

The FDIC insures deposits at FDIC-insured depository institutions up to applicable limits. The amount of a particular institution’s deposit insurance assessment is based on that institution’s risk classification under an FDIC risk-based assessment system. An institution’s risk classification is assigned based on its capital levels and the level of supervisory concern the institution poses to its regulators. Market developments have significantly depleted the DIF of the FDIC and reduced the ratio of reserves to insured deposits. As a result of recent economic conditions and the enactment of the Dodd-Frank Act, the FDIC has increased the deposit insurance assessment rates and thus raised deposit insurance premiums for many insured depository institutions. If these increases are insufficient for the DIF to meet its funding requirements, there may need to be further special assessments or increases in deposit insurance premiums. We are generally unable to control the amount of premiums that we are required to pay for FDIC insurance. If there are additional bank or financial institution failures, we may be required to pay even higher FDIC premiums than the recently increased levels. Any future additional assessments, increases or required prepayments in FDIC insurance premiums may materially and adversely affect us, including by reducing our profitability or limiting our ability to pursue certain business opportunities.

Federal banking agencies periodically conduct examinations of our business, including compliance with laws and regulations, and our failure to comply with any supervisory actions to which we become subject as a result of such examinations could materially and adversely affect us.

Federal banking agencies periodically conduct examinations of our business, including our compliance with laws and regulations. If, as a result of an examination, a federal banking agency were to determine that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of our operations had become unsatisfactory, or that the Company or its management was in violation of any law or regulation, it may take a number of different remedial actions as it deems appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative actions to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to assess civil monetary penalties against our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate our deposit insurance. If we become subject to such regulatory actions, we could be materially and adversely affected.
 
 
 
 
 
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The Federal Reserve may require us to commit capital resources to support our subsidiary banks.

As a matter of policy, the Federal Reserve, which examines us and our subsidiaries, expects a bank holding company to act as a source of financial and managerial strength to a subsidiary bank and to commit resources to support such subsidiary bank. Under the “source of strength” doctrine, the Federal Reserve may require a bank holding company to make capital injections into a troubled subsidiary bank and may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit resources to such a subsidiary bank. In addition, the Dodd-Frank Act directs the federal bank regulators to require that all companies that directly or indirectly control an insured depository institution serve as a source of strength for the institution. Under this requirement, we could be required to provide financial assistance to Customers Bank or any other subsidiary banks we may own in the future should they experience financial distress. A capital injection may be required at times when we do not have the resources to provide it and therefore we may be required to borrow the funds or raise additional equity capital from third parties. Any financing that must be done by the holding company in order to make the required capital injection may be difficult and expensive and may not be available on attractive terms, or at all, which likely would have a material adverse effect on us.

The short-term and long-term impact of the new regulatory capital standards and the forthcoming new capital rules on U.S. banks is uncertain.

On September 12, 2010, the Group of Governors and Heads of Supervision, the oversight body of the Basel Committee, announced an agreement to a strengthened set of capital requirements for internationally active banking organizations in the United States and around the world, known as “Basel III”.  Basel III increases the requirements for minimum common equity, minimum Tier 1 capital, and minimum total capital, to be phased in over time until fully phased in by January 1, 2019.

Various provisions of the Dodd-Frank Act increase the capital requirements of bank holding companies, such as Customers Bancorp, and non-bank financial companies that are supervised by the Federal Reserve. The leverage and risk-based capital ratios of these entities may not be lower than the leverage and risk-based capital ratios for insured depository institutions. In particular, bank holding companies, many of which have long relied on trust preferred securities as a component of their regulatory capital, will no longer be permitted to count trust preferred securities toward their Tier 1 capital. While the Basel III changes and other regulatory capital requirements will likely result in generally higher regulatory capital standards, it is not known at this time how any new standards will ultimately be applied to us and our bank subsidiary.

We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.

The federal Bank Secrecy Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”) and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and file suspicious activity and currency transaction reports as appropriate. The federal Financial Crimes Enforcement Network, established by the U.S. Treasury Department to administer the Bank Secrecy Act, is authorized to impose significant civil money penalties for violations of those requirements, and has recently engaged in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration, and Internal Revenue Service. There is also increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control (the “OFAC”). If our policies, procedures and systems are deemed deficient or the policies, procedures and systems of the financial institutions that we have already acquired or may acquire in the future are deficient, we would be subject to liability, including fines and regulatory actions (such as restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including our acquisition plans), which could materially and adversely affect us. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us.
 
 
 
 
 
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Risks Relating to Our Voting Common Stock

There is currently no public market for our Voting Common Stock and an active, liquid market for our Voting Common Stock may not develop.

Before this offering, there has been no established public market for our Voting Common Stock.  We intend to apply to having our Voting Common Stock listed on the Nasdaq Global Market, but our application may not be approved.  Even if approved, an active, liquid trading market for our Voting Common Stock may not develop.  Accordingly, shareholders may not be able to sell their shares of our Voting Common Stock at the volume, prices and times desired.  We cannot predict the extent to which investor interest will lead to an active trading market in our Voting Common Stock or how liquid that market might become. A public trading market having the desired characteristics of depth, liquidity and orderliness depends upon the presence in the marketplace of willing buyers and sellers of our Voting Common Stock at any given time, which presence will be dependent upon the individual decisions of investors, over which we have no control.  The lack of an established market could have a material adverse effect on the value of our Voting Common Stock.

Even if an established trading market develops, the market price of our Voting Common Stock may be highly volatile, which may make it difficult for shareholders to sell their shares of our Voting Common Stock at the volume, prices and times desired. There are many factors that may impact the market price of our Voting Common Stock, including, without limitation:

·  
general market conditions, including price levels and volume;
·  
national, regional and local economic or business conditions;
·  
the effects of, and changes in, trade, monetary and fiscal policies, including the interest rate policies of the Federal Reserve;
·  
our actual or projected financial condition, liquidity, results of operations, cash flows and capital levels;
·  
publication of research reports about us, our competitors or the financial services industry generally, or changes in, or failure to meet, securities analysts’ estimates of our financial and operating performance, or lack of research reports by industry analysts or ceasing of coverage;
·  
market valuations, as well as the financial and operating performance and prospects, of similar companies;
·  
future issuances or sales, or anticipated sales, of our common stock or other securities convertible into or exchangeable or exercisable for our common stock;
·  
additions or departures of key personnel;
·  
the availability, terms and deployment of capital;
·  
the impact of changes in financial services laws and regulations (including laws concerning taxes, banking, securities and insurance);
·  
unanticipated regulatory or judicial proceedings, and related liabilities and costs;
·  
the timely implementation of services and products by us and the acceptance of such services and products by customers;
·  
our ability to continue to grow our business internally and through acquisitions and successful integration of new or acquired financial institutions, banking centers or other banking assets while controlling costs;
·  
compliance with laws and regulatory requirements, including those of federal, state and local agencies;
·  
our failure to satisfy the continuing listing requirements of the Nasdaq Global Market;
·  
our failure to comply with the Sarbanes-Oxley Act of 2002;
·  
changes in accounting principles, policies and guidelines;
·  
actual, potential or perceived accounting problems affecting us;
·  
rapidly changing technology;
·  
other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services; and
·  
other news, announcements or disclosures (whether by us or others) related to us, our competitors, our core markets or the financial services industry.

The stock markets in general have experienced substantial fluctuations and volatility that has often been unrelated to the operating performance and prospects of particular companies. These broad market movements may materially and adversely affect the market price of our Voting Common Stock.
 
 
 
 
 
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You will incur immediate dilution as a result of this offering.

If you purchase our Voting Common Stock in this offering, you will pay more for your shares than the pro forma net tangible book value of your shares. As a result, you will incur immediate dilution of $_______ per share, assuming an initial public offering price of $_____ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, representing the difference between such assumed initial public offering price and our pro forma net tangible book value per share of common stock as of December 31, 2011. Accordingly, if we were liquidated at our pro forma net tangible book value, you would not receive the full amount of your investment. See “Dilution.”

You may incur dilution in your ability to affect and impact shareholder votes.

We may from time to time offer the holders of our issued and outstanding shares of Class B Non-Voting Common Stock the right to convert each share of Class B Non-Voting Common Stock held by them into one share of Voting Common Stock, subject to each holder not holding more than 4.9% of our Voting Common Stock after completion of this offering. These conversions may occur simultaneously with the consummation of this offering.  If all of the holders of our issued and outstanding shares of Class B Non-Voting Common Stock elect to convert all of their eligible shares of Class B Non-Voting Common Stock into shares of Voting Common Stock, there could be an additional 2,844,142 shares of Voting Common Stock issued and outstanding, with each share of Voting Common Stock entitling the holder thereof to one vote on all matters submitted to our shareholders for approval.  As a result, you should expect that you may incur additional dilution in your ability to affect and impact shareholder votes.
 
We do not expect to pay dividends on our Voting Common Stock in the foreseeable future, and our ability to pay dividends is subject to regulatory limitations.

We have not historically declared or paid dividends on our Voting Common Stock and we do not expect to do so in the near future. Any future determination relating to dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, ability to service any equity or debt obligations senior to the Voting Common Stock, and other factors deemed relevant by the board of directors.

In addition, as a bank holding company, we are subject to general regulatory restrictions on the payment of cash dividends. Federal bank regulatory agencies have the authority to prohibit bank holding companies from engaging in unsafe or unsound practices in conducting their business, which depending on the financial condition and liquidity of the holding company at the time, could include the payment of dividends. Further, various federal and state statutory provisions limit the amount of dividends that our bank subsidiary can pay to us as its holding company without regulatory approval. See “Market Price of Common Stock and Dividends - Dividends on Voting Common Stock” for further detail regarding restrictions on our ability to pay dividends.

We may issue additional shares of our common stock following this offering, which could adversely affect the value or voting power of the Voting Common Stock.

Actual or anticipated issuances or sales of substantial amounts of our common stock following this offering could cause the value of our Voting Common Stock to decline significantly and make it more difficult for us to sell equity or equity-related securities in the future at a time and on terms that we deem appropriate.  The issuance of any shares of our common stock in the future also would, and equity-related securities could, dilute the percentage ownership interest held by shareholders prior to such issuance. Actual issuances of our Voting Common Stock could also significantly dilute the voting power of our Voting Common Stock.

We have also made grants of restricted stock units and stock options with respect to shares of Voting Common Stock and Class B Non-Voting Common Stock.   We may also issue further equity-based awards in the future.  As such shares are issued upon vesting and as such options may be exercised and the underlying shares are or become freely tradeable, the value or voting power of our Voting Common Stock may be adversely affected and our ability to sell more equity or equity-related securities could also be adversely affected.
 
 
 
 
 
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The market price of our Voting Common Stock could decline significantly if our existing shareholders sell their freely tradeable shares.
 
Almost all of our outstanding shares of Voting Common Stock are freely tradeable, and the holders thereof have had limited ability to sell their shares in the over-the-counter market.  As of February 29, 2012, there were 8,084,541 shares of Voting Common Stock that are freely tradeable, and assuming all of our holders of  Class B Non-Voting Common Stock convert into Voting Common Stock, there will be another 2,278,294 shares of Voting Common Stock that are freely tradeable.  Of such freely tradeable shares of Voting Common Stock and Class B Non-Voting Common Stock, 1,511,908 will be subject to lock-up agreements for 90 days after the closing of this offering, but the balance will remain freely tradeable. Upon the listing of our shares of Voting Common Stock on NASDAQ,  our existing shareholders not subject to such lock-up agreements may seek to sell their shares of Voting Common Stock and gain liquidity.  Depending on how many shares may be offered for sale, the market price of our Voting Common Stock could be adversely affected and may decline significantly.
 
Future issuances of debt and equity securities, which would dilute the holdings of our existing holders of Voting Common and may be senior to our Voting Common Stock for the purposes of making distributions, periodically or upon liquidation, may negatively affect the market price of our Voting Common Stock.

In the future, we may issue debt or equity securities or incur other borrowings. If we incur debt in the future, our future interest costs could increase, and adversely affect our liquidity, cash flows and results of operations. Additional common stock issuances, directly or through convertible or exchangeable securities, warrants or options, will generally dilute the holdings of our existing holders of Voting Common Stock and such issuances or the perception of such issuances may reduce the market price of our Voting Common Stock. Our preferred stock, if issued, would likely have a preference on distribution payments, periodically or upon liquidation, which could eliminate or otherwise limit our ability to make distributions to holders of our Voting Common Stock. Because our decision to issue debt or equity securities or incur other borrowings in the future will depend on market conditions and other factors beyond our control, the amount, timing, nature or success of our future capital raising efforts is uncertain. Thus, holders of our Voting Common Stock bear the risk that our future issuances of debt or equity securities or our incurrence of other borrowings will negatively affect the value of our Voting Common Stock.

Our directors and executive officers can influence the outcome of shareholder votes and, in some cases, shareholders may have no opportunity to evaluate and affect the decision regarding a potential investment or acquisition transaction.

As of February 29, 2012, the directors and executive officers of Customers Bancorp as a group owned a total of 666,600 shares of Voting Common Stock and exercisable options or warrants to purchase up to an additional 286,584 shares of Voting Common Stock, which potentially gives them, as a group, the ability to control approximately 10.8% of the issued and outstanding Voting Common Stock.  In addition, directors of Customers Bank who are not directors of Customers Bancorp own an additional 887,501 shares of Voting Common Stock, which if combined with the directors and officers of Customers Bancorp, potentially gives them, as a group, the ability to control approximately 21.23% of the issued and outstanding Voting Common Stock.  We believe ownership of stock causes directors and officers to have the same interests as shareholders, but it also gives them the ability to vote as shareholders for matters that are in their personal interest, which may be contrary to the wishes of other shareholders.  Shareholders will not necessarily be provided with an opportunity to evaluate the specific merits or risks of one or more target institutions. In those instances, decisions regarding a potential investment or acquisition transaction will be made by our board of directors. Except in limited circumstances as required by applicable law, consummation of an acquisition will not require the approval of holders of Voting Common Stock. Accordingly, a shareholder may not have an opportunity to evaluate and affect the decision regarding potential investment or acquisition transactions.

Provisions in our articles of incorporation and bylaws may inhibit a takeover of us, which could discourage transactions that would otherwise be in the best interests of our shareholders and could entrench management.

Provisions of our articles of incorporation and bylaws, and applicable provisions of Pennsylvania law and the federal Change in Bank Control Act may delay, inhibit or prevent someone from gaining control of our business through a tender offer, business combination, proxy contest or some other method even though some of our shareholders might believe a change in control is desirable. They might also increase the costs of completing a transaction in which we acquire another financial services business, merge with another financial institution, or sell our business to another financial institution. These increased costs could reduce the value of the shares held by our shareholders upon completion of these types of transactions.
 
 
 
 
 
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Shareholders may be deemed to be acting in concert or otherwise in control of us and our bank subsidiaries, which could impose prior approval requirements and result in adverse regulatory consequences for such holders.

We are a bank holding company regulated by the Federal Reserve. Any entity (including a “group” composed of natural persons) owning 25% or more of a class of our outstanding shares of voting stock, or a lesser percentage if such holder or group otherwise exercises a “controlling influence” over us, may be subject to regulation as a “bank holding company” in accordance with the Bank Holding Company Act of 1956, as amended (the “BHCA”). In addition, (1) any bank holding company or foreign bank with a U.S. presence is required to obtain the approval of the Federal Reserve under the BHCA to acquire or retain 5% or more of a class of our outstanding shares of voting stock, and (2) any person other than a bank holding company may be required to obtain prior regulatory approval under the Change in Bank Control Act to acquire or retain 10% or more of our outstanding shares of voting stock. Any shareholder that is deemed to “control” the Company for bank regulatory purposes would become subject to prior approval requirements and ongoing regulation and supervision. Such a holder may be required to divest amounts equal to or exceeding 5% of the voting shares of investments that may be deemed incompatible with bank holding company status, such as an investment in a company engaged in non-financial activities. Regulatory determination of “control” of a depository institution or holding company is based on all of the relevant facts and circumstances. Potential investors are advised to consult with their legal counsel regarding the applicable regulations and requirements.

Our common stock owned by holders determined by a bank regulatory agency to be acting in concert would be aggregated for purposes of determining whether those holders have control of a bank or bank holding company. Each shareholder obtaining control that is a “company” would be required to register as a bank holding company. “Acting in concert” generally means knowing participation in a joint activity or parallel action towards the common goal of acquiring control of a bank or a parent company, whether or not pursuant to an express agreement. The manner in which this definition is applied in individual circumstances can vary and cannot always be predicted with certainty. Many factors can lead to a finding of acting in concert, including where: (i) the shareholders are commonly controlled or managed; (ii) the shareholders are parties to an oral or written agreement or understanding regarding the acquisition, voting or transfer of control of voting securities of a bank or bank holding company; (iii) the shareholders each own stock in a bank and are also management officials, controlling shareholders, partners or trustees of another company; or (iv) both a shareholder and a controlling shareholder, partner, trustee or management official of such shareholder own equity in the bank or bank holding company.

The FDIC’s recent policy statement imposing restrictions and criteria on private investors in failed bank acquisitions may apply to us and certain of our investors, including a prohibition on sales or transfers of our securities by such investors until three years from such investor’s acquisition of shares of common stock without FDIC approval.

On August 26, 2009, the FDIC issued a policy statement imposing restrictions and criteria on certain institutions and private investors in failed bank acquisitions. The policy statement is broad in scope and both complex and potentially ambiguous in its application. In most cases it would apply to an investor with more than 5% of the total voting power of an acquired depository institution or its holding company, but in certain circumstances it could apply to investors holding fewer voting shares. The policy statement will be applied to us if we make additional failed bank acquisitions from the FDIC or if the FDIC changes its interpretation of the policy statement or determines at some future date that it should be applied because of our circumstances.

In the event the policy statement applies to us, investors subject to the policy statement could be prohibited from selling or transferring their interests for three years. They also would be required to provide the FDIC with information about the investor and all entities in the investor’s ownership chain, including information on the size of the capital fund or funds, its diversification, its return profile, its marketing documents, and its management team and business model. Investors owning 80% or more of two or more banks or savings associations would be required to pledge their proportionate interests in each institution to cross-guarantee the FDIC against losses to the DIF.

Under the policy statement, the FDIC also could prohibit investment through ownership structures involving multiple investment vehicles that are owned or controlled by the same parent company. Investors that directly or indirectly hold 10% or more of the equity of a bank or savings association in receivership also would not be eligible to bid to become investors in the deposit liabilities of that failed institution. In addition, an investor using ownership structures with entities that are domiciled in bank secrecy jurisdictions would not be eligible to own a direct or indirect interest in an insured depository institution unless the investor’s parent company is subject to comprehensive consolidated supervision as recognized by the Federal Reserve and the investor enters into certain agreements with the U.S. bank regulators regarding access to information, maintenance of records and compliance with U.S. banking laws and regulations. If the policy statement applies, we (including any failed bank we acquire) could be required to maintain a ratio of Tier 1 common equity to total assets of at least 10% for a period of 3 years, and thereafter maintain a capital level sufficient to be well capitalized under regulatory standards during the remaining period of ownership of the investors. Our bank subsidiary also may be prohibited from extending any new credit to investors that own at least 10% of our equity.
 
 
 
 
 
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CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
 
This Prospectus, including audited financial statements, as well as other written or oral communications made from time to time by us may contain certain forward-looking information within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (“Exchange Act”). These statements relate to future events or future predictions, including events or predictions relating to future financial performance, and are generally identifiable by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “plan,” “intend,” or “anticipate” or the negative thereof or comparable terminology, identify forward-looking statements, which are generally historical in nature. These forward-looking statements are only predictions and estimates regarding future events and circumstances and involve known and unknown risks, uncertainties and other factors, including the risks described under “Risk Factors” that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. This information is based on various assumptions that may not prove to be correct.  In addition to the risks described in the “Risk Factors” section of this Prospectus, important factors to consider and evaluate in such forward-looking statements include:
 
 
·
Changes in the external competitive market factors that might impact results of operations;
 
·
Changes in laws and regulations, including without limitation changes in capital requirements under the federal prompt corrective action regulations;
 
·
Changes in business strategy or an inability to execute strategy due to the occurrence of unanticipated events;
 
·
Ability to identify potential candidates for, and consummate, acquisition or investment transactions;
 
·
Failure to complete any or all of the transactions described herein on the terms currently contemplated;
 
·
Local, regional and national economic conditions and events and the impact they may have on Customers Bancorp and their customers;
 
·
Ability to attract deposits and other sources of liquidity;
 
·
Changes in the financial performance and/or condition of Customers Bancorp’s borrowers;
 
·
Changes in the level of non-performing and classified assets and charge-offs;
 
·
Changes in estimates of future loan loss reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements;
 
·
Changes in Customers Bancorp’s capital structure resulting from future capital offerings or acquisitions;
 
·
The integration of Customers Bancorp’s recent FDIC-assisted acquisitions may present unforeseen challenges;
 
·
Inflation, interest rate, securities market and monetary fluctuations;
 
·
The timely development and acceptance of new banking products and services and perceived overall value of these products and services by users;
 
·
Changes in consumer spending, borrowing and saving habits;
 
·
Technological changes;
 
·
The ability to increase market share and control expenses;
 
·
Volatility in the credit and equity markets and its effect on the general economy;
 
·
The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters;
 
·
The businesses of Customers Bancorp and subsidiaries, not integrating successfully or such integration being more difficult, time-consuming or costly than expected;
 
·
Material differences in the actual financial results of merger and acquisition activities compared with expectations, such as with respect to the full realization of anticipated cost savings and revenue enhancements within the expected time frame, including as to the merger;
 
·
Revenues following the merger being lower than expected; and
 
·
Deposit attrition, operating costs, customer loss and business disruption following the merger, including, without limitation, difficulties in maintaining relationships with employees, being greater than expected.
 
 
 
 
 
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These forward-looking statements are subject to significant uncertainties and contingencies, many of which are beyond the control of Customers Bancorp.  Although the expectations reflected in the forward-looking statements are currently believed to be reasonable, future results, levels of activity, performance or achievements cannot be guaranteed.  Accordingly, there can be no assurance that actual results will meet expectations or will not be materially lower than the results contemplated in this document and the attachments hereto.  You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document or, in the case of documents referred to, the dates of those documents.
 
 
 
 
 
 
 
 
 

 

 
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USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of our Voting Common Stock in this offering will be approximately $___, or approximately $___ if the underwriters' option to purchase additional shares of our Voting Common Stock from us is exercised in full, assuming an initial public offering price of $___ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and offering expenses. Each $1.00 increase (decrease) in the assumed initial public offering price of $___ per share of Voting Common Stock would increase (decrease) the net proceeds to us of this offering by $___, or $___ if the underwriters' option to purchase additional shares of our Voting Common Stock from us is exercised in full, assuming that the number of shares of Voting Common Stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and offering expenses.
 
We intend to use the net proceeds from this offering: (i) to fund our organic growth in a manner consistent with our growth strategy; (ii) to fund the acquisition of depository institutions through traditional unassisted and FDIC-assisted bank acquisitions, as well as through selective acquisitions of banking franchises and non-bank institutions that are consistent with our growth strategy; and (iii) for working capital and other general corporate purposes.  While we are constantly assessing various acquisition opportunities, we currently do not have any binding commitments or agreements for any acquisitions.
 
Pending use of the net proceeds as described above, we intend to invest the net proceeds in bank accounts at Customers Bank.
 
DIVIDEND POLICY
 
We intend to follow a policy of retaining earnings, if any, to increase our net worth and reserves over the next few years. We have not historically declared or paid dividends on our Voting Common Stock and we do not expect to do so in the near future. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including our earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, our ability to service any equity or debt obligations senior to Voting Common Stock, and other factors deemed relevant by our board of directors.  See “Description of Capital Stock – Dividend Rights” and “Market Price of Common Stock and Dividends - Dividends on Voting Common Stock” for further detail regarding restrictions on our ability to pay dividends.
 
 
 
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The following table sets forth our cash and cash equivalents and our capitalization as of December 31, 2011 on an actual basis and on an as adjusted basis to give effect to our sale of shares of Voting Common Stock in this offering at an assumed initial public offering price of $_____ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and offering expenses.
 
This table should be read in conjunction with “Selected Historical Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, as well as the statements of assets acquired and liabilities assumed and the related notes thereto appearing elsewhere in this prospectus.
 
   
At Dec. 31, 2011
   
Actual
    As Adjusted  
   
(unaudited)
   
(dollars in thousands, except
share and per share data)
Cash and cash equivalents
  $ 73,570     $  
Long-term debt
    13,000          
Shareholders’ equity:
               
Common stock, par value $1.00 per share; 100,000,000 shares of Voting Common stock authorized, 8,503,541 shares of Voting Common Stock issued and outstanding (actual), and _____ shares of Voting Common Stock issued and outstanding (as adjusted);  100,000,000 shares of Class B Non-Voting Common Stock authorized, 2,844,142 shares of Class B Non-Voting Common Stock issued and outstanding (actual) and _____ shares of Class B Non-Voting Common Stock issued and outstanding (as adjusted) (1)
    11,395        
Additional Paid-in capital
    122,602        
Retained earnings
    14,496        
Accumulated other comprehensive income
    (245 )      
        Less: cost of treasury stock, 47,619 shares at December 31, 2011
    (500 )        
                 
Total shareholders’ equity
  $ 147,748     $    
                 
Total capitalization
  $ 234,318     $    
 
 
 
 
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If you invest in our Voting Common Stock, your ownership interest will be diluted by the amount by which the initial offering price per share paid by the purchasers of Voting Common Stock in this offering exceeds the net tangible book value per share of our Voting Common Stock and Class B Non-Voting Common Stock following this offering. As of December 31, 2011, our net tangible book value was approximately $146.1 million, or $12.88 per share of common stock based on 11,347,683 shares of common stock issued and outstanding (including 8,503,541 shares of Voting Common Stock and 2,844,142 shares of Class B Non-Voting Common Stock). Net tangible book value per share equals total consolidated tangible assets minus total consolidated liabilities divided by the number of shares of our Voting Common Stock outstanding and Class B Non-Voting Common Stock.
 
Our net tangible book value, as of December 31, 2011 would have been approximately $        , or $___ per share of common stock based on _____ shares of common stock issued and outstanding (including shares of Voting Common Stock and _____ shares of Class B Non-Voting Common Stock), after giving effect to the sale by us of ____ shares of Voting Common Stock in this offering at an assumed initial public offering price of $___ per share, the midpoint of the offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and offering expenses.
 
This represents an immediate increase in the net tangible book value of $_____ per share to existing stockholders and an immediate dilution in the net tangible book value of $_____ per share to the new investors who purchase our Voting Common Stock in this offering.
 
The following table illustrates this per share dilution:
             
Assumed initial public offering price per share
        $    
Net tangible book value per share as of December 31, 2011
  $ 12.88          
Increase in net tangible book value per share attributable to this offering
               
                 
Net tangible book value per share after this offering
               
                 
Dilution per share to new investors
          $    
 
 
Each $1.00 increase (decrease) in the assumed initial public offering price of $_____ per share of Voting Common Stock would increase (decrease) our net tangible book value as of December 31, 2011 by approximately $_____ million, or approximately $_____ per share, and the pro forma dilution per share to new investors in this offering by approximately $_____ per share, assuming that the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting estimated underwriting discounts and offering expenses. The number of shares offered by us in this offering may be increased or decreased from the number of shares on the cover page of this prospectus. Each increase of 1.0 million shares in the number of shares offered by us, together with a $1.00 increase in the assumed offering price of $_____ per share of Voting Common Stock, would increase  our net tangible book value as of December 31, 2011 by approximately $_____ million, or approximately $_____ per share, and the pro forma dilution per share to new investors in this offering by approximately $_____ per share.  Similarly, a decrease of 1.0 million shares in the number of shares of Voting Common Stock offered by us, together with a $1.00 decrease in the assumed public offering price of approximately $_____ per share, would decrease our net tangible book value, as of December 31, 2011, by approximately $_____ million, or $_____ per share, and the pro forma dilution per share to new investors in this offering would be approximately $_____ per share. The as adjusted information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing.
 
If the underwriters exercise their option to purchase additional shares of our Voting Common Stock in full in this offering, our net tangible book value at December 31, 2011 would be $_____ million, or $_____ per share, representing an immediate increase in the net tangible book value of $_____ per share to existing stockholders and an immediate dilution in the net tangible book value of $_____ per share to the new investors who purchase our Voting Common Stock in this offering.
 
The following table summarizes, as of December 31, 2011, the difference between existing stockholders and new investors with respect to the number of shares of Voting Common Stock purchased from us, the total consideration paid to us for these shares and the average price per share paid by our existing stockholders and to be paid by the new investors in this offering. The calculation below reflecting the effect of shares purchased by new investors is based on the assumed initial public offering price of $_____ per share, which is the midpoint of the offering price range set forth in the cover of this prospectus, before deducting estimated underwriting discounts and offering expenses.
 

 
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Shares Purchased
   
Total Consideration
   
Average
Price
 
  
  
Number
  
Percent
   
  Amount  
  
  Percent  
   
Per Share
 
Existing stockholders
  
 
  
 
    
   
  
 
    
 
$
            
  
New investors
  
 
  
 
    
   
  
 
    
 
$
 
  
 
  
 
  
         
  
             
Total
  
 
  
 
100.0
   
  
 
100.0
 
$
 
  
 
The discussion and tables above include 8,503,541 shares of Voting Common Stock and 2,844,142 shares of Class B Non-Voting Common Stock issued and outstanding as of December 31, 2011, and excludes 35,289 shares Voting Common Stock underlying restricted stock units awarded but not yet vested under the 2004 Plan; 589,005 shares of Voting Common Stock and 81,036 shares of Class B Non-Voting Common Stock issuable upon exercise of outstanding warrants with exercise prices from $10.50 to $73.01 per share, of which all were vested as of December 31, 2011; 1,194,695 shares of Voting Common Stock issuable upon exercise of outstanding stock options issuable under our 2010 Stock Option Plan and 2004 Plan with a weighted average exercise price of $11.13 per share, of which 6,592 shares were vested as of December 31, 2011;  and 6,736 shares of Voting Common Stock issuable to directors as compensation for service as a director (see “Director Compensation” for details).
  
To the extent any outstanding options are exercised, there will be further dilution to new investors. To the extent all outstanding options had been exercised as of December 31, 2011, the net tangible book value per share after this offering would be $_____ and total dilution per share to new investors would be $_____.

If the underwriters exercise their option to purchase additional shares in full:
·  
The percentage of shares of Voting Common Stock held by existing stockholders will decrease to approximately _____% of the total number of shares of our Voting Common Stock outstanding after this offering; and
 
·  
The number of shares held by new investors will increase to _____________, or approximately ______% of the total number of shares of our Voting Common Stock outstanding after this offering.
 
 
 
 
 
 
 
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

Customers Bancorp and Subsidiary

The following table presents Customers Bancorp’s summary consolidated financial data.  We derived our balance sheet and income statement data for the years ended December 31, 2011, 2010, 2009, 2008 and 2007 from our audited financial statements.  The summary consolidated financial data should be read in conjunction with, and are qualified in their entirety by, our financial statements and the accompanying notes and the other information included elsewhere in this prospectus.

Dollars in thousands except per share data

 
 
2011(1)
   
2010(2)
   
2009
   
2008
   
2007
 
For the Period
                             
Interest income
  $ 61,439     $ 30,907     $ 13,486     $ 15,502     $ 17,659  
Interest expense
    22,463       11,546       6,336       8,138       10,593  
Net interest income
    38,976       19,361       7,150       7,364       7,066  
Provision for loan losses
    9,450       10,397       11,778       611       444  
Bargain purchase gain on bank acquisitions
          40,254                    
Total non-interest income (loss) excluding bargain purchase gains
    13,652       5,349       1,043       (350     356  
Total non-interest expense
    37,309       26,101       9,650       7,654       6,908  
Income (loss) before taxes
    5,869       28,466       (13,235 )     (1,251     70  
Income tax expense (benefit)
    1,835       4,731             (426     (160
Net income (loss)
    4,034       23,735       (13,235 )     (825     230  
Net income (loss) attributable to common shareholders
  $ 3,990     $ 23,735     $ (13,235 )   $ (825 )   $ 230  
Basic earnings (loss) per share (3)
  $ 0.40     $ 3.78     $ (10.98 )   $ (1.23 )   $ 0.33  
Diluted earnings (loss) per share (3)
  $ 0.39     $ 3.69     $ (10.98 )   $ (1.23 )   $ 0.33  
At Period End
                                       
Total assets
  $ 2,077,532     $ 1,374,407     $ 349,760     $ 274,038     $ 272,004  
Cash and cash equivalents
    73,570       238,724       68,807       6,295       6,683  
Investment securities (4)
    398,684       205,828       44,588       32,061       40,779  
Loans held for sale
    174,999       199,970                    
Loans receivable not covered by Loss Sharing Agreements with the FDIC (5)
    1,216,265       514,087       230,258       223,752       214,569  
Allowance for loan and lease losses
    15,032       15,129       10,032       2,876       2,460  
Loans receivable covered under Loss Sharing Agreements with the FDIC (5)
    126,276       164,885                    
FDIC loss sharing receivable (5)
    13,077       16,702                    
Deposits
    1,583,189       1,245,690       313,927       237,842       220,345  
Other borrowings
    331,000       11,000                    
Shareholders’ equity
    147,748       105,140       21,503       16,849       16,830  
Tangible common equity(6)
  $ 146,150     $ 105,140     $ 21,503     $ 15,869     $ 16,830  
Selected Ratios and Share Data
                                       
Return on average assets
    0.24     3.40 %     (4.69 )%     (0.30 )%     0.09 %
Return on average equity
    3.56     41.29 %     (65.35 )%     (4.98 )%     1.40 %
Book value per share (3)
  $ 13.02     $ 12.52     $ 11.68     $ 25.00     $ 24.97  
Tangible book value per common share(3) (6)
  $ 12.88     $ 12.52     $ 11.68     $ 23.54     $ 24.97  
Common shares outstanding (3)
    11,347,683       8,398,014       1,840,902       673,693       673,693  
Net interest margin
    2.44 %     2.70 %     2.62 %     2.82 %     2.83 %
Equity to assets
    7.11 %     7.65 %     6.14 %     6.15 %     6.19 %
 
 
 
 
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Tangible common equity to tangible assets (6)
    7.04 %     7.65 %     6.14 %     5.79 %     6.19 %
Tier 1 leverage ratio - Bank
    7.33 %     8.67 %     6.68 %     6.21 %     6.22 %
Tier 1 leverage ratio – Customers Bancorp
    7.59 %     %     %     %     %
Tier 1 risk-based capital ratio - Bank
    9.97 %     19.65 %     9.76 %     7.87 %     8.03 %
Tier 1 risk-based capital ratio - Customers Bancorp
    10.32 %     %     %     %     %
Total risk-based capital ratio - Bank
    11.08 %     21.14 %     11.77 %     10.50 %     10.62 %
Total risk-based capital ratio – Customers Bancorp
    11.43 %     %     %     %     %
Asset Quality - Non-Covered Assets
                                       
Non-performing loans (5)
  $ 45,137     $ 27,055     $ 19,150     $ 7,175     $ 2,069  
Non-performing loans to total non-covered
loans (5)
    3.71 %     5.26 %     8.32 %     3.21 %     1.63 %
Other real estate owned (5)
  $ 7,316     $ 1,906     $ 1,155     $ 1,519     $  
Non-performing assets (5)
  $ 52,453     $ 28,961     $ 20,305     $ 8,694     $ 2,069  
Non-performing, non-covered assets to total non-covered assets (5)
    2.70 %     2.41 %     5.81 %     3.17 %     1.28 %
Allowance for loan and lease losses to total non-covered loans (5)
    1.24 %     2.94 %     4.36 %     1.29 %     1.15 %
Allowance for loan and lease losses to non-performing, non-covered loans (5)
    33.30 %     55.92 %     52.39 %     40.08 %     70.41 %
Net charge offs
  $ 9,547     $ 5,250     $ 4,622     $ 195     $ 13  
Net charge offs to average non-covered loans (5)
    1.13 %     1.00 %     2.05 %     0.09 %     0.01 %
Asset Quality - Covered Assets
                                       
Non-performing loans (5)
  45,213     43,454                    
Non-performing loans to total covered loans
    35.80 %     26.35 %                  
Other real estate owned (5)
  6,166     5,342                    
Non-performing assets (5)
    51,379       48,796                    
Non-performing assets to total covered assets
    38.79 %     28.67 %      —        —        —  

(1)  On September 17, 2011, we completed our acquisition of Berkshire Bancorp, Inc. All transactions since the acquisition date are included in our consolidated financial statements.
 
(2)  During the third quarter of 2010, we acquired two banks in FDIC assisted transactions. All transactions since the acquisition dates are included in our consolidated financial statements.
 
(3)  Effective September 17, 2011, Customers Bank reorganized into the holding company structure pursuant to which all of the issued and outstanding common stock of the Bank was exchanged on a three to one basis for common stock of Customers Bancorp (i.e., each of three shares of Customers Bank  being exchanged for one share of Customers Bancorp).  All share and per share information has been restated retrospectively to reflect the Reorganization.
 
 
 
- 38 -

 
 
 
(4)  Includes available-for-sale and held-to-maturity investment securities.
 
(5)  Certain loans and other real estate owned (described as “covered”) acquired in the two FDIC assisted transactions are subject to Loss Sharing Agreements between Customers Bank and the FDIC. If certain provisions within the Loss Sharing Agreements are maintained, the FDIC will reimburse Customers Bank for 80% of the unpaid principal balance and certain expenses. A loss sharing receivable was recorded based upon the credit evaluation of the acquired loan portfolio and the estimated periods for repayments. Loans receivable and assets that are not subject to the Loss Sharing Agreement are described as “non-covered”.
 
(6)  Our selected financial data contains non-GAAP financial measures calculated using non-GAAP amounts. These measures include tangible common equity and tangible book value per common share and tangible common equity to tangible assets.
 
Management uses these non-GAAP measures to present historical periods comparable to the current period presentation.   In addition, we believe the use of these non-GAAP measures provides additional clarity when assessing our financial results and use of equity.  These disclosures should not be viewed as substitutes for results determined to be in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. We calculate tangible common equity by excluding preferred stock and goodwill from total shareholders’ equity. Tangible book value per common share equals tangible common equity divided by common shares outstanding.  A reconciliation of each of these Non-GAAP financial measures against the most directly comparable GAAP measure is set forth below.
 
   
(Dollars in thousands, except per share data)
 
   
2011
   
2010
   
2009
   
2008
   
2007
 
Shareholders’ equity
  $ 147,748     $ 105,140     $ 21,503     $ 16,849     $ 16,830  
Less:
                                       
     Preferred stock
                      (980 )      
     Intangible assets
    (1,598 )                        
Tangible common equity
  $ 146,150     $ 105,140     $ 21,503     $ 15,869     $ 16,830  
                                         
Shares outstanding
    11,348       8,398       1,841