Good afternoon and welcome to the 2016 Q2 Customers Bancorp Incorporated Earnings Call. Today’s conference is being recorded. At this time, I would like to turn the call over to Joe Noyons. Please go ahead, sir.

Thank you, Renee and good afternoon everyone. Welcome to Customers Bancorp’s second quarter 2016 earnings conference call. Our earnings release was issued today after the close and is posted on the company’s website at www.customersbank.com. Representing the company today are Jay Sidhu, Chairman and Chief Executive Officer; Bob Wahlman, Chief Financial Officer; and Dick Ehst, President and Chief Operating Officer. Before we begin, we would like to remind you that some of the statements we make today maybe considered forward-looking. These forward-looking statements are subject to a number of risks and uncertainties that may cause the actual performance results to differ materially, including the risks that the results are different than currently anticipated. Please note that these forward-looking statements speak only as of the date of this presentation and we undertake no obligation to update these forward-looking statements in light of new information or future events, except to the extent required by securities laws. Please refer to our SEC filings including our report on Form 10-K and 10-Q for a more detailed description of the risk factors that may affect our results. Copies maybe obtained from the SEC or by visiting the Investor Relations section of our website. At this time, it is my pleasure to introduce Customers Bancorp Chief Executive Officer, Jay Sidhu. Jay, the floor is yours.

Okay, thank you very much, Joe and good afternoon ladies and gentlemen. I too want to welcome you to our second quarter call. As Joe mentioned, joining me over here today is Bob Wahlman, our Chief Financial Officer; Dick Ehst, our President as well as Luvleen Sidhu from our BankMobile division. Dick will be covering asset quality and risk management, while Luvleen will be talking about the BankMobile strategy and Bob and I will cover information about Customers Bancorp Inc. We are really pleased to report record earnings for the second quarter and the first six months of 2016. As you know, customer single point of contact business model in our opinion has delivered through highly experienced professional teams, a very – originations which are very strong of very high quality and these originations in our loan portfolio in our opinion limits our interest rate risk exposures while controlling our operating expenses. And also we completed in this quarter a strategic acquisition of disbursements business from Higher One Holding Inc. On June 15, 2016 and combining this business with our BankMobile division and the platform gives customers over 2.1 million BankMobile serviced millennials and middle income Americans as our customers and potential to add as many as 500,000 new BankMobile customers annually. So, today, we will be discussing with you not just Customers Bancorp’s performance, but also give you some highlights of BankMobile that we had covered with those of you who were able to join us for our Analyst Day. As you know, from a second quarter earnings point of view, we had very strong quarter. Second quarter 2016 diluted earnings per share was up 54% over second quarter of 2015. Our ROA was 84 basis points and return on common equity was 13%. Our pre-tax pre-provision ROA and…

Thank you, Jay and good afternoon everyone and thank you for joining our call. As Jay noted in his comments, Customers’ management is pleased with the second quarter of 2016 operating results reporting net income of $17.4 million or $0.60 per share for the quarter. That compares with $11 million or $0.41 per share for Q2 2015 in a quarter-over-quarter comparison, an increase in earnings of approximately 50%. The Q2 2015 results did include a one-time $6 million provision for loan losses related to a fraudulent loan identified in the second quarter of last year, which decreased Q2 2015 by over $0.09 a share. The Q2 2016 results includes headwinds of $2.7 million for acquisition-related transaction costs, an effective tax rate true-up for 2016 and a negative run-rate for the disbursements business post the June 15, 2015 acquisition and I will cover that in a little bit more detail later. Customers’ increase in earnings quarter-over-quarter is primarily the result of the increase in interest income driven by the growth in the loan balances. Average loan balances increased by approximately $2.1 billion Q2 2016 over Q2 2015 to $8.1 billion. By product, the average balance has increased for C&I loans, which includes owner-occupied CRE loans that excludes mortgage warehouse loans, so $546 million for the commercial excluding the mortgage warehouse portfolio. Mortgage warehouse loans increased $425 million average balance quarter-over-quarter and multi-family loans were up $1.2 billion quarter-over-quarter average balances. Customers also benefited from an increase in its net interest margin. Regarding the asset yields, the loan portfolio yield was 3.92% and 2 basis points higher for their held-for-sale investment portfolio in the second quarter this year as opposed to last year and was 21 basis points higher for the held-for-sale mortgage loan warehouse portfolio at 3.41% in Q2 2016 compared…

Thank you very much, Bob. We here at Customers’ focus on our commercial real estate concentration risks and as a consequence of that we of course provide high net worth family loans to their multi-family colleagues. Our loans collateralized by multi-family properties were approximately 39.6% of our total loan portfolio. Recognizing the risks that accompany certain elements of commercial real estate lending we have as part of our core strategy studiously sought to limit its risks. For example, total real estate construction and development exposure arguably the riskiest of all CRE was under $100 million as of June 30. Our current CRE exposures are focused principally on loans to high net worth families, collateralized by multi-family properties that are of modest size and subject to what we believe are conservative underwriting standards. As of June 30, we had no non-performing multi-family loans. We believe we have a strong risk management process to manage the portfolio risks prospectively and that this portfolio will perform well even under a stressed scenario. Here are some unique characteristics of Customers’ multi-family loan portfolio. First, principally concentrated in New York City and principally to high net worth families. Second is our average loan size is between $5 million and $7 million. Third, the annual debt service coverage ratio is about 140%. Our loan to value is 67% on a median basis. All loans are individually stressed with an increase of 1% and 2% to the cap rate and an increase of 1.5% and 3% in interest rates. All properties are inspected by a senior member of the lending team prior to a loan being granted and thereafter monitored on an annual basis by dedicated portfolio managers. We today have never experienced more than a 30-day delinquency on any of the multi-family loans that we have…

Thank you, Mr. Ehst. What I would like to do is briefly share with you the strategy for BankMobile and what investors should expect from us going forward. We launched BankMobile in January 2015 with a mission to make banking affordable, effortless and financially empowering for millennials, middle income Americans and the under-banked, to provide them with wild memorable experiences and not just sell them products. And most importantly to create happy customers for life and do all this with a strong risk management culture. We launched BankMobile because there was a need in the market that was not being met. Consumer behavior is rapidly changing with U.S. customers now interacting with their banks more through mobile devices than any other channel. On average, customers are visiting bank branches only one to two times a year versus interacting with their bank 20 to 30 times per month on their mobile device. Americans are also frustrated with banking fees with 48% of customers saying they switched banks because of fees. With BankMobile, we have turned traditional banking on its head to provide customers with what they are looking for, a digital banking experience focused on simplicity, best-in-class user experience and customer service and analytics to proactively provide value additive products and services to our customers. We believe the traditional customer acquisition model via branches is gradually becoming obsolete. We estimate that approximately one net new check-in account is opened per branch, per week. This is a very inefficient, costly model and these inefficient branches are being subsidized by about $32 billion in overdraft fees charged to customers each year by banks across America. That’s more than what Americans spend on buying vegetables. At BankMobile, we have eliminated the need for branches and are instead pursuing two strategies. First, direct to consumer…

Okay. Thank you very much, Luvleen. Before we open it up for questions and answers, let me just go over a few other highlights. Number one is what is our model for shareholder value creation? As you all would know, we are an organic revenue growth company that is building a scalable infrastructure. We are shooting for sustainable double-digit earnings per share and hence double-digit growth rate in shareholder value. So as you know, over the last couple of years, we have grown our revenues by 45% since 2011 up until today. Over last year, we have grown revenues from the first – second quarter 2016 to 2000 – second quarter 2015 to 2016 by 35%. Our net interest income over last year as Bob mentioned has gone up by 36%. Our core net income last year to this year has gone up by 68%. So that’s our model. We combine that model then with a very robust risk management driven business strategy that Dick shared with you about credit risk and interest rate risk. As a result of that, we build tangible book value per share and that to us is a very sustainable way to increase shareholder value. We are very disciplined about acquisitions. We believe that if we do any acquisitions, any book value dilution must be overcome within 1 year to 2 years otherwise we are going to stick with our revenue growth to organic growth strategy. Even this acquisition of the disbursement business that we have done, we believe any dilution to our book value through the intangibles of about $5 million to $6 million I guess approximately that we may have created. We believe that, that will be overcome within a 1 to 2 year period if not less. And last but not the…

Yes, sure Jay. I thought it was a good question too and we had looked at that. But the disbursements business added approximately $2 million pre-tax drag on earnings, $900,000 for transaction-related expenses and $1.1 million related to the net pre-tax operating results of the disbursements business acquired in the last two weeks. So, had that drag not occurred, earnings would have been about $0.04 higher, so instead of 60, it would have been 64. Return on assets would have been about 89 basis points and return on equity would have been 13.8%, almost 13.9%. And the efficiency ratio that we have noted earlier would have been about 49.3%. So, pretty much, what’s interesting is when we compare that ongoing bank – second quarter ongoing bank, the first quarter ongoing bank which is what this comparison does. When you compare that to what we have said as our long-term objectives, we would have been pretty much on top of our long-term objectives for the company.

Okay, thank you, Bob. Renee, could you open it up for Q&A please?

Absolutely. [Operator Instructions] And we will move to our first question. Caller, please go ahead.

Hey, good afternoon. It’s Bob Ramsey, FBR here. I guess if you could talk first about loan growth through the back half of the year. I think previously you guys had sort of guided to 5% to 10% loan growth for all of 2016 and you have exceeded those numbers at this point. Does the portfolio stay flattish from here or do you think there will be some contraction in the mortgage warehouse given the seasonality in that business or how should we think about it?

I think Bob I will take that first and then please Bob Wahlman if you want to add anything to do it. We are at almost $9.7 billion right now. We are not going to cross the $10 billion mark, sometime earliest would be sometime in the second half of 2017. So it will be prudent for us to manage our asset growth through our loan growth in the second half of this year and also in the couple of quarters of next year. So we expect that mortgage warehouse business should remain strong because of the slope of the curve. So you should expect that portfolio at September 30 to be pretty close to where it was at June 30. On an average it should be pretty close to where it was in the second quarter and maybe even a little bit higher. C&I business, we expect that to be adding to our loan growth and we expect of our multi-family and our commercial real estate portfolios to be flat or even slightly lower over the next two quarters. We are not emphasizing that business as much right now but we are building our franchise related business as well as improving our interest rate risk for the – in this kind of uncertain environment by putting only short-term assets on our balance sheet and getting even medium-term assets deemphasizing those on our balance sheet and staying somewhere between $9.7 billion to $9.85 billion over the next four to five quarters.

Okay. What about – talk a little bit about multi-family loan sales, it looks like you guys didn’t have any this quarter, I am just curious why that was the case given the amount of growth you had I would assume like an obvious valve to sort of let off some of that excess?

Bob we manage the balance sheet by looking at the seasonality of our different portfolios and the market was flooded with sales of multi-family loans due to a competitors’ acquisition of another company. So we are also very disciplined whereby when we saw the flatness of the curve our multi-family loan portfolio is an extremely valuable portfolio as I have shared with you where its nothing at all which is delinquent and in the 60s loan to value ratio and with our debt coverage ratio of 1.5%. So if anything we will be opportunistic and if we see opportunities to sell our – some of the multi-family portfolio in the second half we will take advantage of it. But we are not counting on that in any of our forecast.

Okay, great. I guess last question and I will hop out, but given that full quarter benefit next quarter from the new student loan disbursement business, any direction you can sort of point us to in terms of fee income and expenses on a consolidated basis?

Bob as Bob Wahlman mentioned to you this is a seasonal business, so we will have a very, very slow July and August. But we will have somewhat of a decent September and it will be the fourth quarter that we will start to see our non-interest income revenues really go up. So we expect a small loss net-net from this business in the third quarter. And you will see this business reach a much better levels of performance and more normalized performance. We would rather have you give us a chance to share with you over the next couple of quarters the segment reporting. And I think it will become very clear to you what is the power and the normal seasonality over here rather than us guessing absolutely correct.

Okay, great. Thank you, guys.

Thank you. We will take our next question. Caller, please go ahead.

Hi, good afternoon. It’s Mike Pareto from KBW.

Hi Mike.

Jay, maybe a quick follow-up to Bob’s question, so I appreciate the seasonality on the revenue side, but if we think about the expenses with the Higher One acquisition, are they pretty much more evenly spread out over the year and with this kind of run rating this $3.2 million, I know it was only for a couple of weeks, but is that kind of the right ballpark number to use as we think about the expenses coming on for a full quarter?

Let me take that one Mike and it’s we are still learning, right. It’s still early days, but this – the business really – the business expenses break down into two separate components. One is the fixed costs component and the other is the variable costs component. And the variable costs component is probably about two-thirds of the total costs. So what you will see is probably about half of the total costs. So what you will see in the quarter or in the third quarter was I think that you will see the – let me I am struggling a little bit with the answer here.

No. That’s actually already helpful so I mean there is still some seasonality in the expenses?

There will be seasonality in the expenses because as the environment. Yes. It will be variable driven fees.

So I think on an annualized – on an average on an annualized basis Mike you should expect between $4 million to $5 million a month of non-interest income flowing through our income statement. So we are talking about $12 million to $15 million low would be – on low month might be closer to – please don’t hold that’s exact as Bob said. We want to be…

Low would be low and the high will be greater than $15 million. But you say average is $5 million among which is $15 million close to $60 million in non-interest income from this business, I think that would be a fairly good number.

Okay, I appreciate. I just want to make sure there was seasonality on both sides, I was capturing that accurately…?

And Mike I just want to add one point, I mean one thing that makes us very more difficult to do than we would normally see in an acquisition is because the Department of Education rule changes and business strategy changes, it’s changing so many things. We are still learning.

Right. And so I mean did the transaction closed on June 15, I guess sort of looking at the period end balance sheet how – are all the I think it was $250 million deposits those were not incorporated – it didn’t look like those were incorporated on the quarter end balance sheet, I mean I guess am I missing something there?

Yes. Mike, there were deposits of this business were held at two banks. One is Customers Bank which had about $250 million of deposits at June 30. They were already under Customers Bank’s balance sheet. The second set of deposits were held at WEX Bank and WEX Bank deposits at June 30 were approximately $300 million. They had a little bit greater share. What we are doing this quarter is we are continuing to service for WEX Bank. Those deposit relationships that they have had we are not going to service those beyond this quarter. We have informed those customers that and we are giving the choice to those customers to do what they would like to do whatever is their preference. I mean if their preference is to get a check from us we will send that check. If their preference is to take the best check-in account available in America, we will let them take that preference.

So the other piece of the deposits will still come over whatever percent retention you have of that $300 million will hit the balance sheet in the third quarter?

Into latest early fourth quarter.

Okay. Thanks for this help. So, maybe switching over on the question you guys got I guess via e-mail about the legacy bank kind of performance and just want to maybe zero in on the 89 basis point ROA. As you guys kind of think forward there is going to be some capital building and obviously there is not much more capacity from a balance sheet perspective just given kind of the smaller percentage of securities you already have, what do you think is needs to happen for you guys to kind of bridge the gap between the current ROA and the 1% that you guys are just shooting for over time?

I think like our belief is what we had told you is that within a 2-year to 3-year period we will get there. We have a very high confidence level of getting there and the wave through that would be it will be much – a little more cleaner it will be noisy over the next three to four quarters because of seasonality of BankMobile Technologies and the one-time deal costs that will be flowing through for us off as Bob mentioned that $8 million to $12 million, all that will be behind us once we get to the end of the second quarter next year. So it will start to see the normalization of our bank, it is possible that we got to that level once BankMobile Technologies is profitable which we expect it to be in no later than middle of next year. Second thing is once BankMobile Technologies is separated from Customers Bank as such and is an independent company that we expect within 12 months after that we would be operating at a 1% ROA.

Yes. And I guess that’s maybe let me ask the question a different way. So, I guess just isolating the legacy banks, so I understand that BankMobile will certainly be a little bit of a drag here for the next 6 to 12 months, but as you look at just the legacy Customers Bank now to when you guys spin-off BankMobile and expect to be at the 1%. What are some of the things you guys think are key to achieving that? Is it just becoming more profitable with each individual customer relationship? Is it more broad-based expense kind of scaling up on your fixed expense infrastructure or I mean anything else that maybe I didn’t mention?

No, I think what I shared with you which is the scalable infrastructure you know as you start to build your organic growth, we already have the expense infrastructure that we built in also for the $10 - $10 billion and higher bank, we have already gone through preliminary deep-fast analysis. We have already gone through preliminary capital plannings which I shared with you in very much detail. We have done our stress testing for the deep-fast. We think it will only crossing the $10 billion for us might cost us only $1 million to $2 million to maybe a max of $3 million unlike other companies costing them greater than $10 million. So, we have our models and when we share with you that combination of building its positive operating leverage, building your revenues faster than your expenses having a scalable infrastructure in place is what’s going to do, what’s going to get us to a 1% ROA. There is no magic to it. And we think that will happen within one year after divestiture of BankMobile.

Great. Thanks, Jay. I appreciate it.

Thank you. We will move to our next question. Caller, please go ahead.

Hi, guys. Frank Schiraldi from Sandler O'Neill. Just a couple of questions. Under the disbursement business, Bob, what is the $8 million to $12 million in additional expense, is that part of the payout for Higher One?

These are such things as card issuance cards, because we will need to reissue all the cards, because that will have the different – as the processor bank will be different and you know there is over 2 million cards to be issued. It’s a lot of cost. There is the retention bonuses that we have in terms of stabilizing the employee workforce and our team members up with the company. And then there is also the transition services agreement and then there is an assortment of other – what we would call one-time cost that would come through there.

Okay. So, you just look at it as merger – merger – one-time merger cost and that will flow through the P&L?

Yes, it will flow through the P&L.

Okay.

And then just like it flows through to our P&L this quarter.

Yes. We have no discontinued operations, Frank, so there is no one-time discontinued operations adjustment. You often time see in acquisitions, because we picked out only what we wanted. So, these will be cost on a going forward basis.

Got it. Okay. And then the expense that you note for those two weeks related to the disbursement business that wouldn’t include sort of BankMobile expense that would be separate, right?

The BankMobile’s expenses are not included in that number. They are a separate number.

Okay. And then just finally, I just wanted to make sure I understand. So, as you look at – think about BankMobile and divesting of that business at some point, would you say your customers is likely to cross over the $10 billion asset threshold prior to that divestiture?

Frank, we are not dumb. That will cost us $40 million if we do that and you know that too. So, we are not going to cross the $10 billion mark till BankMobile is divested.

Okay, okay. That didn’t make sense to me. And then just finally on the TCE ratio, at your Investor Day, I think part of the presentation you talked about a 7.4 TCE ratio about there by the end of 2017. Is that still, I am assuming that’s still sort of a reasonable target you think you can get to sort of just internally by a controlling balance sheet growth?

I think Frank, as we shared with you our TCE target is greater than 7%, so that’s consistent with that.

Okay. Okay, thank you.

Thank you. [Operator Instructions] And we will take our next question. Caller, please go ahead.

Thank you. It’s Bill Dezellem at Tieton Capital. Couple of questions. First of all, relative to that $8 million to $12 million of cost from Higher One, two things, is that going to be spread out somewhat evenly over the next four quarters or will it be something different and if so would you share that with us? And then secondarily, are you going to be breaking those numbers out for us so we will be able to calibrate them?

I answer the second question, first. Yes, I think we will break them out as part of our segment disclosure or discussion in regards to segment disclosure. In regards to the first question, it’s going to be as it relates to the TSA expenses that will be spread out over the full 12 months, bonuses will probably be mostly rear-end loaded and then the card issuing cost will be more upfront.

Great. And then I would like to shift if we could to the $1.3 million that you do not see how you are going to owe the FDIC, that reduction. Would you talk through the dynamics of what lead to that, please?

Okay. So with the FDIC, we have entered an agreement, signed an agreement it was done after June 30, but you know we still have the cash flows to estimate and we know what the cash flow estimate was going to be as of June 30. So, we did figure that into the agreement. And so we have a $2.2 million accrual at this point in time and the amount that we agreed to pay the FDIC upon conclusion was $1.4 million. So, that’s an $800,000 difference there. The additional $400,000, $500,000 that you are referring to that when you said $1.3 million, there is a second component piece of that and that is some of these loans that we have purchased are accounted for in accordance with the old account standard SOP 03-3 and that’s also based on cash flow expectations. And as we go forward there what we are finding is we have a good estimate, a conservative estimate. And from time-to-time, we do make collections on loans that we were not anticipating and those cash flows just flow through to the P&L. So, there is another $400,000, $500,000 that came through this period in regards to the 03-3 in addition to the FDIC settlement.

And just to make sure I heard that last part correctly, you are collecting more on those loans than you otherwise anticipated and that’s why that additional $400,000, $500,000?

That’s correct.

Great, thank you.

Thank you. We will take our next question. Caller, please go ahead.

Steve Emerson, Emerson Investment Group. Please give us an update. Hi, give us an update please on Reliance India divestment efforts?

Okay.

And also if there are any discussions going on with the Philadelphia Fed which would finally enable you to purchase a bank charter for MobileOne, perhaps some flavor for the status?

Okay. Steve, as far as the Religare investment is concerned, I think we had shared with you that we are going to be looking at evaluating this by – till the end of this year. And we are still very confident that either will be out of it or we will have some kind of a BankMobile related partnership. And as a result of that which we will only do that if we believe it’s going to be very beneficial to BankMobile and that will become more of the BankMobile divestiture. So, that’s where we stand on that. And as far as looking at acquiring a banking charter, we are on the process of looking at various options. There is no two ways about it that we are very hopeful that by the end of the year, it will become or into the first quarter, it will become very clear and we will be able to make announcements. We just closed this deal. We are not going to give away BankMobile. BankMobile is worth a lot to our shareholders. We have just taken our time to make sure that we show a few quarters of earnings and income and expense relationships like all the questions that were asked today. We think the valuation is going to be more dependent upon that and that gives us a little more time not to add anymore expenses by having another second bank on our balance sheet for too long. We just want to try to time it, so that it would be the most efficient execution by us.

Thank you.

Thank you. At this time, there are no further questions. I would like to turn the conference back to our presenters for any additional or closing remarks.

Well, thank you very much for dialing in and please give us a call if you have any follow-up questions and have a good evening.

That does conclude today’s presentation. We thank you for your participation.