Citizens Republic Bancorp Announces Second Quarter 2008 Results in Line With Revised Expectations and Expects Profitable Third and Fourth Quarters of 2008

FLINT, Mich., July 17, 2008 /PRNewswire-FirstCall via COMTEX/ -- CRBC | Quote | Chart | News | PowerRating -- Citizens Republic Bancorp (Nasdaq: CRBC | Quote | Chart | News | PowerRating) reported today results in line with revised guidance from June 2008, when Citizens announced a non-cash goodwill impairment charge (which had no impact on regulatory capital ratios or Citizens' overall liquidity) and a credit writedown that together totaled $220.5 million ($205.6 million after-tax). The net loss of $201.6 million for the three months ended June 30, 2008 represents a decrease of $212.7 million from the first quarter of 2008 net income of $11.1 million and a decrease of $211.2 million from the second quarter of 2007 net income of $9.6 million. Diluted net loss per share was $2.53, compared with diluted net income per share of $0.15 for the first quarter of 2008 and $0.13 for the second quarter of 2007. Annualized returns on average assets and average equity during the second quarter of 2008 were (6.10)% and (52.47)%, respectively, compared with 0.33% and 2.83% for the first quarter of 2008 and 0.29% and 2.49% for the second quarter of 2007.

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For the first six months of 2008, Citizens recorded a net loss of $190.5 million, or $2.46 per diluted share, which represents a decrease in net income of $231.6 million or $3.00 per diluted share from the same period of 2007. The decrease was primarily the result of the goodwill impairment charge and credit writedown in the second quarter of 2008 as well as a higher provision for loan losses.

Core operating earnings (loss), which exclude restructuring and merger-related expenses, amortization of core deposit intangibles and the goodwill impairment, were $(0.28) per diluted share for the second quarter of 2008, a decrease of $0.45 from $0.17 in the first quarter of 2008 and a decrease of $0.46 from $0.18 in the second quarter of 2007. Annualized core operating earnings (loss) to average tangible assets and annualized core operating earnings (loss) to average tangible equity for the second quarter of 2008 were (0.71)% and (10.87)%, respectively, compared with 0.40% and 6.52% for the first quarter of 2008 and 0.44% and 7.39% for the second quarter of 2007. These non-GAAP financial measures are discussed in more detail under "Use of Non-GAAP Financial Measures" and are reconciled to the related GAAP measures in the tables on page 17.

"We understand the economic challenges in the Midwest and have taken steps to ensure we have the capital and balance sheet strength to prudently manage through this cycle," stated William R. Hartman, chairman, president and chief executive officer. "We expect to return to profitability for the third and fourth quarters of 2008, assuming our provision for loan losses stabilizes as we expect," continued Hartman.

Key Performance Highlights in the Quarter: -- Citizens issued $79.6 million of common stock and $120.4 million of contingent convertible perpetual non-cumulative preferred stock in June 2008 to enhance its balance sheet. As a result of this action, Citizens improved its key capital ratios from March 31, 2008. June 30, 2008 March 31, 2008 ------------- -------------- -- Leverage ratio 8.71% 7.40% -- Tier 1 capital ratio (estimate) 10.75% 9.04% -- Total capital ratio (estimate) 12.98% 11.26% -- Tangible common equity to tangible assets* 7.35% 6.07% * Assumes conversion of preferred stock to common stock -- Citizens recorded a non-cash goodwill impairment charge of $178.1 million in the second quarter of 2008. The goodwill impairment charge is not tax deductible and has no impact on tangible equity or regulatory capital ratios, or Citizens' overall liquidity position. -- Citizens recorded a non-cash credit writedown of $42.4 million ($27.6 million after-tax) in the second quarter of 2008. This is $4.7 million less than the $47.1 million amount announced in June, which was based on April 30, 2008 balances. The actual credit writedown reflects a net reduction in principal balances, including paydowns and payoffs between April 2008 and June 2008, when the charges were applied to the individual loans. The writedown was comprised of three components: -- Gross charge-offs of $35.1 million as a result of transferring $86.2 million of nonperforming commercial real estate and $42.3 million of nonperforming residential mortgage loans to held for sale ("HFS") status at an aggregate estimated fair market value of $93.4 million; -- Loss of $2.3 million as a result of a fair-value adjustment on $29.8 million of commercial real estate loans previously held for sale; and a -- Loss on Other Real Estate ("ORE") of $5.0 million as a result of a fair-value adjustment on $34.2 million of commercial and residential repossessed assets. -- The provision for loan losses for the second quarter of 2008 was $74.5 million, compared with $30.6 million for the first quarter of 2008. Net charge-offs for the second quarter of 2008 totaled $69.3 million, compared with $17.4 million for the first quarter of 2008. The significant increases in the provision for loan losses and net charge-offs were primarily due to the aforementioned $35.1 million credit writedown as a result of transferring nonperforming commercial real estate and residential mortgage loans to held for sale status and higher commercial real estate charge-offs due to continued deterioration in the Midwest economy. As a result of these actions, Citizens improved its key credit ratios from March 31, 2008. June 30, 2008 March 31, 2008 ------------- -------------- -- Allowance for loan losses to portfolio loans 1.92% 1.84% -- Allowance for loan losses to nonperforming loans 130.54% 69.64% -- Nonperforming loans to total portfolio loans 1.47% 2.65% -- Even though the second quarter continued to create significant credit challenges for the financial industry, Citizens' credit results reflect good trends. The 30-89 day loan delinquencies at June 30, 2008 were essentially unchanged from March 31, 2008. Nonperforming assets at June 30, 2008 totaled $285.9 million, a decrease of $40.7 million from March 31, 2008 as the $42.4 million reduction in nonperforming assets due to the aforementioned credit writedown was not materially offset by loans migrating to nonperforming status. -- Commercial and industrial loans at June 30, 2008 increased $50.0 million or 1.9% over March 31, 2008. Citizens continues to see high quality, profitable customer demand for commercial and industrial loans in all of its markets. -- Core deposits, which exclude time deposits, increased $67.7 million or 1.5% over March 31, 2008. This represents the third consecutive quarter of core deposit growth. -- Citizens continues to show improvement in treasury management sales and wealth management revenue. -- Treasury management sales totaled $0.6 million for the second quarter of 2008, an increase of 16.8% over the first quarter of 2008. For the first six months of 2008, treasury management sales totaled $1.1 million or an increase of 12.6% over the same period of 2007. -- Brokerage and investment fees totaled $2.2 million for the second quarter of 2008, an increase of 15.4% over the first quarter of 2008. For the first six months of 2008, brokerage and investment fees totaled $4.1 million or an increase of 10.6% over the same period of 2007. -- Citizens has identified approximately $15 million in annual cost savings opportunities from process improvements, technology enhancements, benefits and other controllable costs which will begin to be implemented during the last six months of 2008. These initiatives should more than offset anticipated increases in future expenses, such as marketing and other promotional expenses to support deposit growth strategies, industry-wide increases on FDIC insurance and higher credit workout expenses. These new cost saving opportunities are in addition to the $34 million of cost reductions made subsequent to the Republic merger announcement in 2006. -- Citizens' parent company cash resources totaled $277.9 million at June 30, 2008 and its annual interest and preferred stock dividend payments are approximately $22 million. Therefore, Citizens has no plans to suspend the regularly scheduled quarterly dividends of $2.8 million on its enhanced trust preferred security (NYSE: CTZPrA).

Balance Sheet

Total assets at June 30, 2008 were $13.2 billion, a decrease of $369.3 million or 2.7% from March 31, 2008 and essentially unchanged from June 30, 2007. The decrease from March 31, 2008 was primarily the result of lower investment securities, total portfolio loans, and goodwill. Total portfolio loans were $9.4 billion at June 30, 2008, a decrease of $123.8 million or 1.3% from March 31, 2008 and an increase of $233.1 million or 2.5% over June 30, 2007. The decrease from March 31, 2008 was primarily the result of the aforementioned transfer of nonperforming commercial real estate and residential mortgage loans to loans held for sale. The increase over June 30, 2007 was primarily the result of growth in the commercial and industrial loan portfolio, partially offset by the aforementioned loans transferred to loans held for sale and reductions in all other loan portfolios.

Investment securities at June 30, 2008 decreased $94.2 million or 4.2% from March 31, 2008 to $2.1 billion and decreased $210.9 million or 9.0% from June 30, 2007. The decreases were primarily the result of using portfolio cash flow to fund commercial loan growth and to reduce short-term borrowings.

Total commercial loans at June 30, 2008 were $5.8 billion, essentially unchanged from March 31, 2008 and an increase of $565.9 million or 10.8% over June 30, 2007. When compared with March 31, 2008, growth in the commercial and industrial loan portfolio was offset by a reduction in the commercial real estate portfolio due to the aforementioned transfer of nonperforming commercial real estate loans to loans held for sale and managed reductions in several loans. The increase over June 30, 2007 was primarily the result of new relationships in all of Citizens' markets and growth from the Citizens Bank Business Finance division (the asset-based lending unit), partially offset by the aforementioned transfer. The following table displays historical commercial loan portfolios by segment:

Commercial Loan Portfolio June 30, Mar 31, Dec 31, Sept 30, June 30, in millions 2008 2008 2007 2007 2007 -------------------------------------------------- Land Hold $49.8 $61.6 $63.8 $78.9 $81.6 Land Development 128.2 159.2 167.8 161.0 178.7 Construction 344.1 370.7 342.6 376.3 371.2 Income Producing 1,569.9 1,567.3 1,526.0 1,338.8 1,338.9 Owner-Occupied 1,009.3 1,015.6 997.0 1,113.5 1,115.6 ---------- -------- -------- -------- -------- Total Commercial Real Estate 3,101.3 3,174.4 3,097.2 3,068.5 3,086.0 Commercial and Industrial 2,703.8 2,653.8 2,557.1 2,236.2 2,153.2 ---------- -------- -------- -------- -------- Total Commercial Loans $5,805.1 $5,828.2 $5,654.3 $5,304.7 $5,239.2 ======== ======== ========= ========= =========

The following definitions are provided to clarify the types of loans included in each of the commercial real estate segments identified in the above table. Land hold loans are secured by undeveloped land which has been acquired for future development. Land development loans are secured by land being developed in terms of infrastructure improvements to create finished marketable lots for commercial or residential construction. Construction loans are secured by commercial, retail and residential real estate in the construction phase with the intent to be sold or become an income producing property. Income producing loans are secured by non-owner occupied real estate leased to one or more tenants. Owner occupied loans are secured by real estate occupied by the owner for ongoing operations.

Residential mortgage loans at June 30, 2008 decreased $85.1 million or 6.1% from March 31, 2008 to $1.3 billion and decreased $185.7 million or 12.4% from June 30, 2007. The decreases were primarily the result of weak consumer demand in Citizens' markets, the sale of more than 70% of new mortgage originations into the secondary market, and the aforementioned transfer of nonperforming residential mortgage loans to loans held for sale.

Direct consumer loans, which are primarily home equity loans, were $1.5 billion at June 30, 2008, a decrease of $29.6 million or 1.9% from March 31, 2008 and a decrease of $133.7 million or 8.2% from June 30, 2007. The decreases were due to weak consumer demand, which is being experienced throughout the industry.

Indirect consumer loans, which are primarily marine and recreational vehicle loans, at June 30, 2008 increased $13.9 million or 1.7% over March 31, 2008 to $832.8 million and decreased $13.4 million or 1.6% from June 30, 2007. The increase over March 31, 2008 was primarily the result of seasonal interest for products traditionally financed with indirect loans. The decrease from June 30, 2007 was primarily the result of lower consumer demand compared with one year ago.

Loans held for sale at June 30, 2008 increased $30.0 million or 36.8% over March 31, 2008 to $111.5 million and increased $25.6 million or 29.8% over June 30, 2007. The increases were primarily the result of transferring $93.4 million (the aforementioned $128.5 million net of the fair-value adjustment) in nonperforming commercial real estate and residential mortgage loans to loans held for sale, partially offset by a decrease in residential mortgage origination volume awaiting sale in the secondary market as a result of faster funding through Citizens' alliance with PHH Mortgage which began in the first quarter of 2008 and, to a lesser extent, a decline in commercial loans held for sale due to customer paydowns, adjustments to reflect current fair-market value, and transfers to ORE status.

Goodwill at June 30, 2008 was $597.2 million, a decrease of $178.1 million or 23.0% from March 31, 2008 and a decrease of $183.7 million or 23.5% from June 30, 2007. The declines were due to a $178.1 million goodwill impairment charge recorded in the second quarter of 2008 after Citizens conducted interim analyses to determine if the fair value of the assets and liabilities in the Regional Banking and Specialty Commercial lines of business exceeded their carrying amounts. Citizens determined it was necessary to perform these analyses as a result of ongoing volatility in the financial industry, Citizens' market capitalization decreasing to a level below tangible book value, and continued deterioration in the credit quality of Citizens' commercial real estate portfolio. As required under SFAS 142, "Goodwill and Other Intangible Assets," Citizens is currently performing a step-two impairment test to value all assets and liabilities within the Regional Banking and Specialty Commercial lines of business in a manner consistent with business combinations. While the aforementioned goodwill impairment charge is an estimate, Citizens does not anticipate the results of the more thorough analysis to be materially different. This interim goodwill assessment will not change the timing of Citizens' annual goodwill impairment test, which is typically completed as of the end of the third quarter. There can be no assurance, however, that further interim assessments of goodwill will not be necessary due to further developments in the banking industry or Citizens' markets or that any such assessment will not result in further material charges.

Total deposits at June 30, 2008 increased $174.2 million or 2.1% over March 31, 2008 to $8.7 billion and increased $579.5 million or 7.2% over June 30, 2007. Core deposits, which exclude all time deposits, totaled $4.5 billion at June 30, 2008, an increase of $67.7 million or 1.5% over March 31, 2008 and an increase of $408.2 million or 9.9% over June 30, 2007. The increases in core deposits were primarily the result of a new on-balance sheet sweep product for Citizens' commercial clients introduced in late 2007 and migration of funds from time deposits to savings. The increase over June 30, 2007 was partially offset by the migration of funds from lower-cost deposits to time deposits with higher yields during 2007. Time deposits totaled $4.1 billion at June 30, 2008, an increase of $106.4 million or 2.6% over March 31, 2008 and an increase of $171.3 million or 4.3% over June 30, 2007. The increases were primarily the result of a shift in funding mix from short-term borrowings to brokered certificates of deposit.

Other interest-bearing liabilities, which include federal funds purchased and securities sold under agreements to repurchase, other short-term borrowings, and long-term debt, decreased $495.8 million or 14.8% from March 31, 2008 to $2.8 billion and decreased $652.5 million or 18.7% from June 30, 2007. The decreases were primarily the result of a shift in the mix of funding to deposits and the proceeds from the issuance of equity securities in June 2008 being used to paydown debt.

While shareholders' equity was essentially unchanged from both March 31, 2008 and June 30, 2007 at $1.5 billion, there were two offsetting actions which occurred during the second quarter of 2008. During May 2008, Citizens recorded the aforementioned goodwill impairment charge and credit writedown that together reduced shareholders' equity by $220.5 million. On June 11, 2008, Citizens issued $79.6 million of common stock and $120.4 million of contingent convertible perpetual non-cumulative preferred stock ("preferred stock") that together increased shareholders' equity by $189.7 million (net of issuance costs and the underwriting discount). At the time of the issuance, Citizens granted the underwriters a 15% over-allotment option on each offering, which they elected not to exercise. The newly issued shares of common stock trade on the Nasdaq Global Select Market under the symbol CRBC and the preferred stock trades on the New York Stock Exchange under the symbol CTZPrB. Shareholder approval is required to increase the number of authorized common shares to allow for conversion of the preferred stock to common stock and Citizens intends to hold a special shareholder meeting in September 2008 to seek such approval. The preferred stock will automatically convert to a total of 30.1 million shares of Citizens' common stock five business days after the approval date.

In accordance with SFAS 128, "Earnings per Share," the outstanding shares of preferred stock were excluded from dilutive earnings per share calculations for the second quarter of 2008 because the effect would be antidilutive.

Net Interest Margin and Net Interest Income

Net interest margin was 3.11% for the second quarter of 2008 compared with 3.12% for the first quarter of 2008 and 3.44% for the second quarter of 2007. The decrease in net interest margin from the first quarter of 2008 was primarily the result of a shift in funding mix from lower cost savings and transaction accounts to higher cost savings and time deposits and commercial loan spread compression, although compression occurred at a much slower, more favorable pace than experienced in recent quarters. In addition, the effect of fewer commercial loans transitioning to nonaccrual status during the second quarter was offset by a decrease in the investment portfolio yield.

The decrease in net interest margin from the second quarter of 2007 was primarily the result of deposit price competition resulting in lower spreads and a longer deposit repricing lag-time, a shift in funding mix, pricing pressure on loans, and the movement of commercial loans to nonperforming status, partially offset by a shift in asset mix from investment securities to higher yielding commercial loans. The shift in funding mix included funds migrating within the deposit portfolio from lower cost savings and transaction accounts to higher cost savings and time deposits and a greater reliance on wholesale funding. For the first six months of 2008, net interest margin declined to 3.12% compared with 3.44% for the same period of 2007 as a result of the aforementioned factors.

Net interest income was $87.6 million for the second quarter of 2008, essentially unchanged from the first quarter of 2008 and a decrease of $9.2 million or 9.5% from the second quarter of 2007. The decrease from the second quarter of 2007 was primarily the result of the lower net interest margin, partially offset by an increase of $89.8 million in average earning assets. The increase in average earning assets was primarily the result of an increase in commercial loan balances, partially offset by decreases in the investment portfolio and the residential mortgage and consumer loan portfolios.

For the first six months of 2008, net interest margin totaled $175.9 million, a decrease of $19.2 million or 9.8% from the same period of 2007 as a result of the aforementioned factors.

Citizens anticipates net interest income for the third quarter of 2008 will be consistent with the second quarter of 2008.

Credit Quality

The quality of Citizens' loan portfolio is impacted by numerous factors, including the economic environment in the markets in which Citizens operates. Citizens carefully monitors its loans in an effort to identify, monitor, and mitigate any potential credit quality issues and losses in a proactive manner. By consistently monitoring credits and pre-emptively addressing loan issues, Citizens strives to protect shareholder value through all economic cycles. The following tables represent four qualitative aspects of the loan portfolio that illustrate the overall level of quality and risk inherent in the loan portfolio.

-- Table 1 - Delinquency Rates by Loan Portfolio - This table illustrates the loans where the contractual payment is 30 to 89 days past due and interest is still accruing. While these loans are actively worked to bring them current, past due loan trends may be a leading indicator of potential future nonperforming loans and charge-offs.

-- Table 2 - Commercial Watchlist - This table illustrates the commercial loans that, while still accruing interest, may be at risk due to general economic conditions or changes in a borrower's financial status.

-- Table 3 - Nonperforming Assets - This table illustrates the loans that are in nonaccrual status, loans past due 90 days or more on which interest is still accruing, nonperforming loans that are held for sale, and other repossessed assets acquired. The commercial loans included in this table are reviewed as part of the watchlist process in addition to the loans displayed in Table 2.

-- Table 4 - Net Charge-Offs - This table illustrates the portion of loans that have been charged-off during each quarter.

Table 1 -- Delinquency Rates By Loan Portfolio 30 to 89 days Past Due June 30, 2008 March 31, 2008 December 31, 2007 ---------------- ---------------------------------- % of % of % of in millions $ Portfolio $ Portfolio $ Portfolio ---------------- ---------------- ----------------- Land Hold $9.3 18.67 % $ 6.6 10.71 % $ 4.6 7.21 % Land Development 1.1 0.86 16.3 10.24 28.7 17.10 Construction 11.9 3.46 10.5 2.83 31.7 9.25 Income Producing 48.5 3.09 29.3 1.87 54.0 3.54 Owner-Occupied 18.6 1.84 19.0 1.87 20.3 2.04 ---------------- ---------------- ----------------- Total Commercial Real Estate 89.4 2.88 81.7 2.57 139.3 4.50 Commercial and Industrial 29.5 1.09 39.9 1.50 39.0 1.53 ---------------- ---------------- ----------------- Total Commercial Loans 118.9 2.05 121.6 2.09 178.3 3.15 Residential Mortgage 38.5 2.94 33.5 2.40 46.4 3.21 Direct Consumer 18.4 1.22 21.7 1.42 24.3 1.55 Indirect Consumer 14.4 1.73 13.3 1.62 15.9 1.92 ---------------- ---------------- ----------------- Total Delinquent Loans $190.2 2.01 % $190.1 1.99 % $264.9 2.79 % ======= ======= ======= September 30, 2007 June 30, 2007 ---------------- --------------- % of % of in millions $ Portfolio $ Portfolio --------------------------------- Land Hold $ 4.2 5.32 % $ 2.9 3.55 % Land Development 18.4 11.43 22.7 12.70 Construction 17.6 4.68 11.1 2.99 Income Producing 31.2 2.33 24.1 1.80 Owner-Occupied 10.8 0.97 17.1 1.54 ---------------- --------------- Total Commercial Real Estate 82.2 2.68 77.9 2.53 Commercial and Industrial 22.0 0.98 22.7 1.05 ---------------- --------------- Total Commercial Loans 104.2 1.96 100.6 1.92 Residential Mortgage 37.7 2.58 38.5 2.58 Direct Consumer 21.5 1.34 19.6 1.20 Indirect Consumer 14.7 1.73 11.6 1.37 ---------------- --------------- Total Delinquent Loans $ 178.1 1.93 % $170.3 1.85 % ======== =======

Total delinquencies at June 30, 2008 were essentially unchanged from March 31, 2008 at $190.2 million as decreases in the commercial and industrial and direct consumer portfolios were essentially offset by increases in the other portfolios. The decline in commercial and industrial was primarily the result of loans migrating to nonperforming status. The increase in commercial real estate was primarily in the income producing segment due to three loans. The increase in residential mortgage was primarily the result of seasonal client behavior during the first quarter of 2008. These portfolios continue to be affected by the weak Midwest economy and its related impact on real estate values and development.

As part of the overall credit underwriting and review process, Citizens carefully monitors commercial and commercial real estate credits that are current in terms of principal and interest payments but may deteriorate in quality as economic conditions change. Commercial relationship officers monitor their clients' financial condition and initiate changes in loan ratings based on their findings. Loans that have migrated within the loan rating system to a level that requires increased oversight are considered watchlist loans (generally consistent with the regulatory definition of special mention, substandard, and doubtful loans) and include loans that are in accruing (see Table 2) or nonperforming status (see Table 3). Citizens utilizes the watchlist process as a proactive credit risk management practice to help mitigate the migration of commercial loans to nonperforming status and potential loss. Once a loan is placed on the watchlist, it is reviewed quarterly by the chief credit officer, senior credit officers, senior market managers, and commercial relationship officers to assess cash flows, collateral valuations, and other pertinent trends. During these reviews, action plans are affirmed to address emerging problem loans or to implement a specific plan for removing the loans from the portfolio. Additionally, loans viewed as substandard or doubtful are transferred to Citizens' special loans or small business workout groups and are subjected to an even higher level of monitoring and workout activity.

Table 2 -- Commercial Watchlist Accruing loans only June 30, 2008 March 31, 2008 December 31, 2007 ---------------- ---------------- ----------------- % of % of % of in millions $ Portfolio $ Portfolio $ Portfolio ---------------- ---------------------------------- Land Hold $24.2 48.59 % $ 27.7 44.97 % $ 27.1 42.48 % Land Development 47.5 37.05 55.9 35.11 72.7 43.33 Construction 86.3 25.08 66.7 17.99 90.1 26.30 Income Producing 239.3 15.24 221.3 14.12 225.5 14.78 Owner-Occupied 161.8 16.03 155.8 15.34 153.0 15.35 ---------------- ---------------- ----------------- Total Commercial Real Estate 559.1 18.03 527.4 16.61 568.4 18.35 Commercial and Industrial 432.5 16.00 407.1 15.34 387.4 15.15 ---------------- ---------------- ----------------- Total Watchlist Loans $991.6 17.08 % $934.5 16.03 % $955.8 16.90 % ======= ======= ======= September 30, 2007 June 30, 2007 ---------------- ----------------- % of % of in millions $ Portfolio $ Portfolio ----------------------------------- Land Hold $ 27.0 34.22 % $ 25.2 30.88 % Land Development 52.3 32.48 73.0 40.85 Construction 91.7 24.37 101.4 27.32 Income Producing 173.8 12.98 161.0 12.02 Owner-Occupied 213.0 19.13 219.4 19.67 ---------------- ----------------- Total Commercial Real Estate 557.8 18.18 580.0 18.79 Commercial and Industrial 362.4 16.21 359.8 16.71 ---------------- ----------------- Total Watchlist Loans $ 920.2 17.35 % $939.8 17.94 % ======== =======

Accruing watchlist loans at June 30, 2008 increased $57.1 million or 6.1% over March 31, 2008. The increase was primarily the result of greater scrutiny of commercial real estate construction and income producing loans as well as several asset-based lending loans, which are monitored daily, included in the commercial and industrial category.

Table 3 -- Nonperforming Assets June 30, 2008 March 31, 2008 December 31, 2007 ---------------- ---------------- ------------------- % of % of % of in millions $ Portfolio $ Portfolio $ Portfolio ---------------- ------------------------------------ Land Hold $3.4 6.83 % $ 5.5 8.93 % $ 4.5 7.05 % Land Development 22.8 17.78 46.4 29.15 35.6 21.22 Construction 12.6 3.66 51.9 14.00 28.8 8.41 Income Producing 23.1 1.47 40.5 2.58 21.5 1.41 Owner-Occupied 13.1 1.30 23.5 2.31 19.7 1.98 ---------------- ---------------- ------------------- Total Commercial Real Estate 75.0 2.42 167.8 5.29 110.1 3.55 Commercial and Industrial 31.6 1.17 20.3 0.76 12.7 0.50 ---------------- ---------------- ------------------- Total Nonperforming Commercial Loans 106.6 1.84 188.1 3.23 122.8 2.17 Residential Mortgage 12.4 0.95 45.8 3.29 46.9 3.25 Direct Consumer 16.3 1.09 13.5 0.88 13.7 0.87 Indirect Consumer 1.4 0.17 1.7 0.21 2.1 0.25 Loans 90+ days still accruing and restructured 2.5 0.03 4.4 0.05 3.9 0.04 ---------------- ---------------- -------------------- Total Nonperforming Portfolio Loans 139.2 1.47 % 253.5 2.65 % 189.4 1.99 % Nonperforming Held for Sale 92.6 22.8 21.6 Other Repossessed Assets Acquired 54.1 50.3 40.5 --------- ---------- ----------- Total Nonperforming Assets $285.9 $326.6 $251.5 ========= ========== =========== September 30, 2007 June 30, 2007 ------------------ ------------------ % of % of in millions $ Portfolio $ Portfolio ------------------------------------- Land Hold $ 3.0 3.80 % $ 0.2 0.25 % Land Development 40.4 25.09 17.7 9.90 Construction 18.6 4.94 20.9 5.63 Income Producing 26.5 1.98 14.8 1.11 Owner-Occupied 9.0 0.81 7.2 0.65 ----------------- ------------------ Total Commercial Real Estate 97.5 3.18 60.8 1.97 Commercial and Industrial 9.4 0.42 8.6 0.40 ----------------- ------------------ Total Nonperforming Commercial Loans 106.9 2.02 69.4 1.32 Residential Mortgage 32.8 2.25 35.4 2.37 Direct Consumer 10.9 0.68 9.1 0.56 Indirect Consumer 1.8 0.21 1.1 0.13 Loans 90+ days still accruing and restructured 2.4 0.03 1.4 0.02 ----------------- ------------------ Total Nonperforming Portfolio Loans 154.8 1.68 % 116.4 1.26 % Nonperforming Held for Sale 5.8 5.1 Other Repossessed Assets Acquired 30.4 24.9 ----------- --------- Total Nonperforming Assets $191.0 $146.4 =========== =========

Nonperforming assets are comprised of nonaccrual loans, loans past due over 90 days and still accruing interest, restructured loans, nonperforming held for sale, and other repossessed assets acquired. Nonperforming assets totaled $285.9 million at June 30, 2008, a decrease of $40.7 million or 12.5% from March 31, 2008 and an increase of $139.5 million over June 30, 2007. The decrease from March 31, 2008 was primarily the result of the aforementioned $42.4 million net credit writedown, which was comprised of: 1) a $128.5 million decrease in nonperforming loans ($86.2 million in commercial real estate and $42.3 million in residential mortgage); 2) a $5.0 million decrease in other repossessed assets acquired; and 3) a net increase of $91.1 million in nonperforming held for sale loans. In addition to the effects of the credit writedown, nonperforming loans decreased as a result of loans charged off during the second quarter of 2008 and loans migrating to other repossessed assets acquired, partially offset by an increase in nonperforming commercial and industrial loans due to three accruing loans migrating from the watchlist. The increase over June 30, 2007 was primarily the result of deterioration in the real estate secured portfolios (particularly commercial) and general economic deterioration in the Midwest. Nonperforming assets at June 30, 2008 represented 3.01% of total loans plus other repossessed assets acquired compared with 3.39% at March 31, 2008 and 1.58% at June 30, 2007. Nonperforming commercial loan inflows were $54.5 million in the second quarter of 2008 compared with $99.0 million in the first quarter of 2008 and $48.4 million in the second quarter of 2007.

Nonperforming commercial loan outflows were $135.9 million in the second quarter of 2008 compared with $33.7 million in the first quarter of 2008 and $28.5 million in the second quarter of 2007. The second quarter of 2008 outflows included $59.2 million that transferred to nonperforming loans held for sale, $12.6 million in loans that returned to accruing status, $11.9 million in loan payoffs and paydowns, $42.6 million in charged-off loans, and $9.6 million transferring to other repossessed assets acquired.

Table 4 -- Net Charge-Offs Three Months Ended ------------------------------------- June 30, 2008 March 31, 2008 ----------------- ------------------- % of % of in millions $ Portfolio** $ Portfolio** ----------------- ------------------- Land Hold $ 0.7 5.62 % $ 0.5 3.25 % Land Development 16.4 51.17 6.6 16.58 Construction 13.8 16.04 1.2 1.29 Income Producing 7.7 1.96 0.9 0.23 Owner-Occupied 3.4 1.35 (0.1) (0.04) --------------- ------------------- Total Commercial Real Estate 42.0 5.42 9.1 1.15 Commercial and Industrial 0.6 0.09 0.9 0.14 --------------- ------------------- Total Commercial Loans 42.6 2.94 10.0 0.69 Residential Mortgage 20.7 6.33 1.8 0.52 Direct Consumer 3.1 0.83 3.0 0.79 Indirect Consumer 2.9 1.39 2.6 1.27 ----------------- ------------------- Total Net Charge-offs $69.3 2.93 % $ 17.4 0.74 % ======= ======== Three Months Ended ---------------------------------------------------- December 31, 2007 September 30, 2007 June 30, 2007 ------------------ ------------------ -------------- % of % of % of in millions $ Portfolio** $ Portfolio* $ Portfolio** ---------------------------------------------------- Land Hold $ 0.4 2.51 % $--- - % $--- - % Land Development 6.3 15.02 0.4 0.99 6.4 14.33 Construction 1.8 2.10 0.1 0.11 4.1 4.43 Income Producing 2.4 0.63 0.1 0.03 2.3 0.69 Owner-Occupied (0.2) (0.08) 0.6 0.22 0.9 0.32 ----------------- -------------- ----------------- Total Commercial Real Estate 10.7 1.38 1.2 0.16 13.7 1.78 Commercial and Industrial 1.4 0.22 0.6 0.11 1.8 0.33 ----------------- -------------- ----------------- Total Commercial Loans 12.1 0.86 1.8 0.14 15.5 1.19 Residential Mortgage 2.0 0.55 1.6 0.44 0.7 0.18 Direct Consumer 2.3 0.59 2.6 0.65 2.6 0.64 Indirect Consumer 3.3 1.59 1.9 0.88 1.2 0.58 ----------------- -------------- ----------------- Total Net Charge- offs $19.7 0.84 % $7.9 0.34 % $20.0 0.87 % ========= ====== ======= ** Represents an annualized rate.

Net charge-offs totaled $69.3 million or 2.93% of average portfolio loans in the second quarter of 2008 compared with $17.4 million or 0.74% of average portfolio loans in the first quarter of 2008 and $20.0 million or 0.87% of average portfolio loans in the second quarter of 2007. The increases were primarily the result of the aforementioned $35.1 million fair-value adjustment ($16.8 million on commercial real estate and $18.3 million on residential mortgage) and higher commercial real estate charge-offs. During May 2008, Citizens performed a comprehensive evaluation of its nonperforming commercial real estate and residential mortgage loan portfolios due to continued deterioration in the underlying collateral values for loans secured by real estate, the continued challenges in the Midwest economy, and an expectation of a more protracted workout period. Based on this review, Citizens identified certain assets that it elected to market for sale and recorded the aforementioned fair-value adjustment as a charge-off and moved the loans to held for sale status.

After determining what Citizens believes is an adequate allowance for loan losses, the provision for loan losses is calculated as a result of the net effect of the quarterly change in the allowance for loan losses identified based on the risk in the portfolio and the quarterly net charge-offs. The provision for loan losses was $74.5 million in the second quarter of 2008, compared with $30.6 million in the first quarter of 2008 and $31.9 million in the second quarter of 2007. The increases were primarily the result of the aforementioned transfer of nonperforming commercial real estate and residential mortgage loans to loans held for sale, higher commercial real estate charge-offs, and the continued migration of commercial real estate watchlist loans to nonperforming status. This migration caused an increase in the allowance for loan losses due to the higher likelihood that portions of these loans may eventually be charged-off. For the first six months of 2008, the provision for loan losses totaled $105.1 million compared with $35.4 million for the same period of 2007 due to the aforementioned factors.

The allowance for loan losses was $181.7 million or 1.92% of portfolio loans at June 30, 2008, compared with $176.5 million or 1.84% at March 31, 2008. The increase was primarily the result of continued deterioration in commercial real estate loans and an increase in the trend of residential mortgage and consumer loan charge-offs. Based on current conditions and expectations, it is Citizens' belief that the allowance for loan losses at June 30, 2008 is adequate to address the estimated loan losses inherent in the existing loan portfolio.

Citizens anticipates commercial net charge-offs for the third quarter of 2008 will be higher than the first quarter of 2008 but less than half of the commercial net charge-offs for the second quarter of 2008. Additionally, Citizens anticipates total consumer net charge-offs will be consistent with the first quarter. Citizens anticipates the provision for loan losses will be higher than net charge-offs due to growth in historical loss migration metrics used to calculate the allowance for loan losses. Given the uncertainties in the Midwest economy and the real estate markets, however, there can be no assurance that more additions to the allowance for loan losses will not be necessary over the next several quarters.

Noninterest Income

Noninterest income for the second quarter of 2008 was $27.1 million, a decrease of $3.9 million or 12.5% from the first quarter of 2008 and a decrease of $4.2 million or 13.5% from the second quarter of 2007. The second quarter of 2008 includes a $2.3 million loss as a result of the aforementioned fair-value adjustment on commercial real estate loans held for sale. For the first six months of 2008, noninterest income totaled $58.0 million, a decrease of $4.7 million from the same period of 2007.

The decrease in noninterest income from the first quarter of 2008 was primarily the result of lower other income ($2.4 million) and a net loss on HFS loans ($2.2 million), partially offset by an increase in service charges on deposit accounts ($0.6 million) and a net increase from minor changes in several other categories. The decrease in other income was primarily the result of a $2.1 million gain realized in the first quarter of 2008 due to Citizens' receipt of proceeds from the partial redemption of its Visa shares. The net loss on HFS loans was primarily the result of the aforementioned fair- value adjustment. The increase in service charges on deposit accounts was primarily due to a seasonal increase in volume during the second quarter of 2008.

The decrease in noninterest income from the second quarter of 2007 was primarily due to a net loss on HFS loans ($2.2 million), lower mortgage and other loan income ($1.2 million) and lower other income ($0.8 million), partially offset by higher bankcard fees ($0.5 million). The net loss on HFS loans was primarily the result of the aforementioned fair-value adjustment. The decrease in mortgage and other loan income was primarily the result of lower mortgage sales during the second quarter of 2008. The decrease in other income was due to a lower unrealized gain on deferred compensation plan assets. Bankcard fees increased 33.3% as a result of higher client debit card volume.

The decrease in noninterest income from the first six months of 2007 was primarily due to lower mortgage and other loan income ($4.0 million) and a net loss on HFS loans ($2.2 million), partially offset by higher bankcard fees ($1.0 million), higher other income ($0.5 million), and a net increase from minor changes in several other categories as a result of the aforementioned factors.

Citizens anticipates total noninterest income for the third quarter of 2008 will be higher than the second quarter of 2008 due to the $2.3 million net loss on HFS loans recorded in the second quarter of 2008 as part of the credit writedown, partially offset by lower mortgage origination volume.

Noninterest Expense Noninterest expense for the second quarter of 2008 was $261.2 million, an increase of $184.7 million over the first quarter of 2008 and an increase of $173.7 million over the second quarter of 2007. The second quarter of 2008 includes a $178.1 million goodwill impairment charge and a $5.0 million net loss as a result of the aforementioned fair-value adjustment on commercial and residential repossessed assets. For the first six months of 2008, noninterest expense totaled $337.8 million, an increase of $166.6 million over the same period of 2007.

The increase in noninterest expense over the first quarter of 2008 was primarily the result of the aforementioned goodwill impairment charge, and, to a lesser extent, higher ORE expenses, profits, and losses, net ($5.2 million), other expense ($3.0 million), and other loan expense ($1.6 million), partially offset by lower salaries and employee benefits ($3.2 million) and occupancy expense ($0.7 million). The increase in ORE expenses, profits, and losses, net was primarily the result of the aforementioned fair-value adjustment. The increase in other expense was primarily the result of releasing a $0.9 million liability during the first quarter of 2008 in connection with Visa's recent litigation, $0.7 million related to exiting two third-party contracts, higher losses related to mortgage indemnification payments to third party investors due to underwriting and documentation issues, and higher FDIC premiums as a result of a mandatory phase-out of FDIC credits. The increase in other loan expense was primarily the result of higher other mortgage processing fees due to the alliance with PHH Mortgage entered into in the first quarter of 2008, higher expenses related to processing commercial loans, higher foreclosure expenses associated with repossessing collateral underlying commercial and residential real estate loans, and higher provisioning to fund the reserve for unused loan commitments, which fluctuates with the amount of unadvanced customer lines of credit. The decrease in salaries and employee benefits was primarily the result of fewer employee separation agreements as well as lower payroll tax, unemployment insurance premiums, and hospitalization insurance expense. The decrease in occupancy expense was primarily the result of lower seasonal maintenance and utilities costs.

The increase in noninterest expense over the second quarter of 2007 was primarily the result of the aforementioned goodwill impairment charge and, to a lesser extent, higher ORE expenses, profits, and losses, net ($6.3 million), other loan expenses ($2.4 million) and other expense ($1.4 million), partially offset by a general decline in all other expenses due to cost savings and efficiencies implemented throughout 2007 following completion of the Republic merger as well as the effect of $3.4 million in restructuring and merger- related expenses incurred in the second quarter of 2007. The increase in ORE expenses, profits, and losses, net was primarily the result of the aforementioned fair-value adjustment. The increases in other loan expense and other expense were primarily due to the factors discussed above.

Salary costs included severance expense of less than $0.1 million for the second quarter of 2008, $1.6 million for the first quarter of 2008, and $2.8 million for the second quarter of 2007. Citizens had 2,321 full-time equivalent employees at June 30, 2008 compared with 2,409 at March 31, 2008 and 2,348 at June 30, 2007.

The increase in noninterest expense over the first six months of 2007 was primarily due to the aforementioned $178.1 million goodwill impairment charge, the $5.0 million fair-value adjustment on ORE, and higher other loan expenses ($3.3 million) due to the factors discussed above, partially offset by a general decline in all expenses due to cost savings and efficiencies implemented during 2007 as well as the effect of $7.6 million in restructuring and merger-related expenses incurred in 2007.

Citizens anticipates total noninterest expense for the third quarter of 2008 will be slightly higher than the second quarter of 2008, excluding the $178.1 million goodwill impairment charge and the $5.0 million loss on ORE as part of the credit writedown, primarily due to higher expenses associated with repossessed commercial and residential real estate.

Income Tax Provision

The effective tax rate for the second quarter of 2008 was 8.78%. Pre-tax income includes several items that are excluded from the tax calculation, such as the $178.1 million goodwill impairment and tax-exempt interest. Citizens anticipates that the effective tax rate for 2008 will be approximately 5% - 9%.

Income tax provision (benefit) for the second quarter of 2008 was $(19.4) million, a decrease of $20.3 million from the first quarter of 2008 and a decrease of $18.5 million from the second quarter of 2007. For the first six months of 2008, the income tax provision (benefit) totaled $(18.5) million, a decrease of $28.6 million from the same period of 2007. The decreases were primarily the result of lower pre-tax income, excluding the goodwill impairment charge which is not tax-deductible, as well as the first quarter of 2008 recognition of a $1.5 million discrete tax item.

Use of Non-GAAP Financial Measures

In addition to results presented in accordance with Generally Accepted Accounting Principles ("GAAP"), this release includes non-GAAP financial measures, including those presented on page 1, which are reconciled to GAAP financial measures on page 17. Citizens believes these non-GAAP financial measures provide information useful to investors in understanding the underlying operational performance of the company, its business, and performance trends and facilitates comparisons with the performance of others in the banking industry. Specifically, Citizens believes the exclusion of restructuring and merger-related expenses, intangible asset amortization, and the goodwill impairment to create "core operating earnings" as well as the exclusion of related goodwill and other intangible assets, net of applicable deferred tax amounts, to create "average tangible assets," "average tangible equity" and core efficiency ratio facilitates evaluation of the effect of the Republic merger and related goodwill on business operations of the combined company and facilities a comparison of results for ongoing business operations. Citizens' management internally assesses the company's performance based, in part, on these non-GAAP financial measures.

In accordance with industry standards, certain designated net interest income amounts are presented on a taxable equivalent basis, including the calculation of net interest margin and the efficiency ratio. Citizens believes the presentation of net interest margin on a taxable equivalent basis allows comparability of net interest margin with our industry peers by eliminating the effect of the differences in portfolios attributable to the proportion represented by both taxable and tax-exempt investments.

Although Citizens believes the above non-GAAP financial measures enhance investors' understanding of its business and performance, these non-GAAP measures should not be considered a substitute for GAAP basis financial measures.

Other News

Stock Repurchase Program

During the second quarter of 2008, Citizens did not repurchase any shares of its stock under the stock repurchase program. As of June 30, 2008, there were 1,241,154 shares remaining to be purchased under the program approved by the Board of Directors on October 16, 2003.

Analyst Conference Call

William R. Hartman, chairman, president and CEO, Charles D. Christy, CFO, John D. Schwab, chief credit officer, and Martin E. Grunst, treasurer will review the quarter's results in a conference call for analysts and investors at 10:00 a.m. ET on Friday, July 18, 2008.

A live audio webcast is available at www.citizensbanking.com through the Investor Relations page or by calling (800) 894-5910 (conference ID: Citizens Republic). To participate in the conference call, please connect approximately 10 minutes prior to the scheduled conference time.

The call will be archived for 90 days at www.citizensbanking.com. In addition, a digital recording will be available approximately two hours after the completion of the conference call until July 25, 2008. To listen to the replay, please dial (800) 925-9346.

Corporate Profile

Citizens Republic Bancorp is a diversified financial services company providing a wide range of commercial, consumer, mortgage banking, trust and financial planning services to a broad client base. Citizens serves communities in Michigan, Ohio, Wisconsin, and Indiana as Citizens Bank and in Iowa as F&M Bank, with 235 offices and 265 ATMs. Citizens Republic Bancorp is the largest bank holding company headquartered in Michigan with roots dating back to 1871 and is the 41st largest bank holding company headquartered in the United States. More information about Citizens Republic Bancorp is available at www.citizensbanking.com.

Safe Harbor Statement

Discussions and statements in this release that are not statements of historical fact, including statements that include terms such as "will," "may," "should," "believe," "expect," "anticipate," "estimate," "project," "intend," and "plan," including without limitation future financial and operating results, plans, objectives, expectations and intentions and other statements that are not historical facts, are forward-looking statements that involve risks and uncertainties. Any forward-looking statement is not a guarantee of future performance and actual results could differ materially from those contained in the forward-looking information.

Factors that could cause or contribute to such differences include, without limitation, the following:

-- Deteriorating economic conditions in Michigan and the other Upper Midwest states in which Citizens operates have adversely affected its business and may continue to adversely affect Citizens.

-- Declining real estate markets have adversely affected the value of Citizens' loan portfolio and may lead to further losses.

Citizens may be required to record further impairment charges in respect of its goodwill and other intangible assets.

-- Loan losses such as those due to changes in loan portfolios, fraud and economic factors could exceed the allowance for loan losses, requiring additional increases in the allowance that would reduce Citizens' net income and could have a negative impact on its capital and financial position.

-- A rapid or substantial increase or decrease in interest rates could adversely affect Citizens' net interest income and results of operations.

-- The ability of Citizens' holding company to pay dividends, repurchase its shares or to repay its indebtedness depends upon the results of operations of its subsidiaries and their legal ability to pay dividends to the holding company.

-- If Citizens is unable to continue to attract core deposits or continue to obtain third party financing on favorable terms, its cost of funds will increase, adversely affecting the ability to generate the funds necessary for lending operations, reducing net interest margin and negatively affecting results of operations.

-- Increased competition with other financial institutions or an adverse change in Citizens' relationship with a number of major customers could reduce its net interest margin and net income by decreasing the number and size of loans originated, the interest rates charged on these loans and the fees charged for services to customers, and could cause Citizens to lend to customers who are less likely to pay in order to maintain historical origination levels.

-- Litigation to which Citizens is a party is subject to many uncertainties such that the expenses and ultimate exposure with respect to many of these matters cannot be ascertained.

-- If Citizens is unable to adequately invest in and implement new technology-driven products and services to respond to rapid technological changes in its industry,

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