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Executives

Kristine Brenner – Director, IR

Cathleen Nash – President and CEO

Lisa McNeely – EVP and CFO

Mark Widawski – EVP and Chief Credit Officer

Brian Boike – SVP and Treasurer

Analysts

Terry McEvoy – Oppenheimer & Company

John Barber – KBW

Matthew Schultheis – Boenning & Scattergood

Citizens Republic Bancorp, Inc. (CRBC) Q1 2012 Earnings Call April 27, 2012 10:00 AM ET

Operator

Good day everyone, and welcome to today’s program. At this time, all participants are in a listen-only mode. Later you’ll have the opportunity to ask questions during the question-and-answer session. (Operator Instructions) I will be standing by should you need any assistance today.

It is now my pleasure to turn the conference over to Mrs. Kristine Brenner. Ma’am, go ahead.

Kristine Brenner

Thank you. Good morning, and welcome to the Citizens Republic Bancorp’s First Quarter Conference Call. This call is being recorded and will be archived for 90 days on the Investor Relations page on our website www.citizensbanking.com.

The format of our call today will be Cathy Nash, President and Chief Executive Officer providing highlights for the quarter; Lisa McNeely, Chief Financial Officer; and Mark Widawski, Chief Credit Officer will provide details of the quarter. Cathy Nash will share some concluding remarks then we will open the line up for questions from research analysts and Brian Boike, our Treasurer is also here to answer questions.

During this conference call, statements may be made that are not historical facts such as those regarding Citizens’ future financial and operating results, plans, objectives, expectations and intentions. Such forward-looking statements are subject to risks and uncertainties, which include but are not limited to those discussed in Citizens’ annual and quarterly reports filed with the SEC.

Forward-looking statements are not guarantees of future performance and actual results could differ materially. These forward-looking statements reflect management’s judgment as of today, and we expressly disclaim any obligation to update or revise information contained in these statements in the future.

Now, I’ll turn the call over to our President and Chief Executive Officer, Cathy Nash. Cathy?

Cathleen Nash

Thank you, Kristine. We are pleased to report our fourth consecutive quarterly profit. Net income attributable to common shareholders for the first quarter was $19 million or $0.47 per share. A substantial improvement in earnings was primarily due to significantly reduced credit costs, which are reflective of the continued improvements in our credit quality metrics.

Provision expense fell by 44% from last quarter. As we announced in our press release, we expect to reverse the valuation allowance against our deferred tax asset next quarter. Lisa will talk more about that in a moment.

Changes in our balance sheet continue to positively reflect our strategic focuses. We were able to improve our deposit mix and funding cost by growing core deposits 5% during the quarter and 9% over the last year. Time deposits are down 24% from last year as we continue to strategically reduce single service and brokered CDs.

Our strategic focus on C&I lending led to another strong quarter of growth in this line of businesses – in this line of business, excuse me, where balance is up over 7% compared to December. Compared to the first quarter of last year, C&I loans are up over 22%.

Our indirect loan originations were also strong with a portfolio up almost 6% compared to the first quarter of last year. Mark will provide more detail about this focus. Our commercial real estate and residential mortgage portfolios continue to decline as we had planned and discussed in previous calls.

I’ll now turn the call over to Lisa and Mark to talk through the quarter in more detail. Lisa?

Lisa McNeely

Thanks, Cathy. As Cathy mentioned, we reported net income attributable to common shareholders for the quarter of $19 million. Provision expense of $8 million in the first quarter was $6.6 million less than last quarter as our credit metrics continue to improve. As the risk profile of our loan portfolio continues to improve, we would expect our allowance for loan loss reserve coverage to continue to move into closer alignment with our peers over the coming quarters.

Net interest margin was 3.56% in the first quarter, down 6 basis points compared to last quarter and up 3 basis points from the first quarter of last year. As we’ve said in the past, we expected our margin to be pressured given the low interest rate environment and substantial competition for quality earning assets. We have been successful in mitigating the majority of that pressure by maintaining disciplined loan pricing, decreasing non-performing assets, and excess on-balance sheet liquidity, and reducing our cost of funds.

Since the first quarter of 2011, interest bearing deposit costs have been reduced by 29 basis points. Compared to the fourth quarter, we were able to reduce these costs by 8 basis points. Similarly, our overall cost of funds fell by 6 and 24 basis points over fourth quarter and first quarter of last year respectively.

The reductions in these costs are the result of our bankers’ continued focus on growing core deposits and consistently carrying out our client relationship pricing strategy. Non-interest income was consistent with last quarter at $24 million. Gains from loans held-for-sale offset decreases in service charges.

Service charge income was right in line with our expectations as first quarter transaction levels generally trend down from the fourth quarter. We had worked diligently to offset the negative regulatory impact on our fee income as our bankers work with clients to fully utilize our competitively priced products that meet our clients’ transaction needs. We continue to focus on services and products that help provide a stable base of fee income.

Non-interest expense also remained consistent from last quarter at $67 million. We benefit from improved credit quality as workout-related expenses were down $570,000. And we realized a net gain on ORE sales this quarter compared to a loss last quarter. These improvements were offset by seasonal increase in payroll tax expense, weather-related occupancy charges and an increase in benefit cost from the reinstatement of our 401(k) employer match contribution. We did not record an income tax provision this quarter since we have a valuation allowance against our deferred tax assets.

As of March 31, the valuation allowance against our deferred tax asset is estimated at $300 million. As Cathy mentioned, we anticipate our second quarter DTA analysis will prompt a full reversal of the allowance. Continued positive performance of earnings and credit quality will provide the necessary evidence of our ability to fully utilize the future benefits of the deferred tax asset.

Reversing the allowance will have the effect of increasing assets and tangible common equity by the amount of the valuation allowance. Regulatory capital will increase as well. However, due to normal regulatory guidelines, the increase will be smaller than the amount recorded in our GAAP financial statements.

Taking a look at our balance sheet trends, we had another good quarter of core deposit growth as Cathy mentioned. Our bankers continue to focus on relationship banking providing high-quality client service and acquiring new clients.

We are growing the number of new clients by 9% annually. Growing and retaining client relationships will continue to provide a low-cost source of funding for future loan growth. Time deposits decreased 8% from the fourth quarter and 24% from last year, and reflecting our successful initiatives to reduce single service high cost retail CDs.

Since we started this focus over a year ago, we’ve reduced the amount of single service CD balances over 33%. Total portfolio loans at quarter end were flat at $5.5 billion. Our strong growth in C&I loans was offset by anticipated reductions in real estate based loan categories.

Cathy referred to the 7% growth in our C&I portfolio as we continue our focus on lending initiatives in our areas of expertise. Commercial production for the quarter was up 93% compared to the first quarter of last year.

Our indirect portfolio remained flat to last quarter as our new originations were offset by an increase in prepayments. Indirect loan production was up 17% compared to the first quarter of last year.

Reductions in our commercial real estate and residential mortgage portfolios were consistent with our portfolio rebalancing and concentration management strategies. The balance sheet growth generated through core deposits was deployed into investment securities, primarily Ginnie Mae and Fannie Mae mortgage backed securities. In the coming quarters, we anticipate using additional funding growth and cash flows from the investment portfolio by lending responsibly in our communities.

I will turn it over to Mark now for more insight into credit.

Mark Widawski

Thank you, Lisa and good morning. As Cathy and Lisa mentioned, all of our credit metrics showed further improvement resulting in a reduction in the quarterly provision. Total portfolio 30 to 89-day delinquencies of 72 basis points represent the fifth consecutive quarter of sub 1% performance.

All of the consumer asset classes benefited from typical seasonal trends posting lower delinquencies versus the linked quarter and evidencing the improvement of credit conditions in our markets, delinquencies were 20 basis points better than the seasonally comparable March 2011 results.

Commercial delinquencies were up modestly $2.3 million. Two owner occupied loans, a mid-Michigan and an Ohio credit each less than $1.6 million, and both managed by our special loans team accounted for the increase.

Non-performing loans were down to 1.37% of total loans, the lowest level since 2007 reflecting the benefits of our focus on resolving deteriorating credits. Problem asset formation has stabilized at significantly lower levels following steadily improving market conditions.

Commercial NPL inflows of $14 million represent the second consecutive quarter below $50 million and fifth consecutive quarter below $30 million. NPL inflow included the proactive movement of one $4 million owner occupied property to NPL prior to it being 90 days past due. The loan is being managed under an aggressive exit strategy by our special loans team.

Consumer NPLs were reduced to $21 million or 89 basis points of that portfolio. Residential mortgage inflow continued at a moderate pace and consumer NPLs were reduced with the adoption of a shorter timeframe for charge-offs.

The $14 million reduction in accruing restructured loans reflects the successful performance of three commercial loans. In 2011, the loans were restructured under AB notes and their performance permitted the removal of the TDR designation in the first quarter.

Our early problem resolution and asset disposition discipline produced another quarterly reduction in ORE ending at under $12 million. Lisa highlighted the $500,000 quarterly reduction in workout expenses and a gain on ORE sales that reflects our conservative marks on those assets.

As we have discussed on prior calls, our strategy is to aggressively reduce and resolve deteriorated real estate related assets to improve the stability of future earnings. Comparing year-over-year results, quarterly ORE expenses and markdowns were reduced by $10.8 million. These focused activities led to reduction in NPAs, plus TDRs to loans plus ORE with that ratio ending the quarter at 1.96%.

Net charge-offs of $28 million were down $4.5 million from the fourth quarter and represented 2.05% of the total portfolio. Total commercial charges were down $12 million and benefited from a $3.1 million in recoveries. There were three charge-offs greater than $1 million in the quarter with the largest being a $2.8 million owner occupied credit.

Consumer charge-offs were up $7.7 million over the fourth quarter. The increase was a direct result of our adoption of more stringent policies across all of the consumer asset classes, including reducing the timeframe for charge down of real estate secured loans to 120 days from 180 days. We expect these changes to have no material impact on the future run rate of consumer charge-offs.

Commercial special mention and substandard loans declined $29 million, representing 20% of commercial loans. The classified assets ratio was reduced to 33%. Upgrades outpaced downgrades this quarter 3 to 1. And new downgrades to classified status were below $35 million for the third consecutive quarter.

The across-the-board improvement in credit metrics and stabilized low levels of problem asset formation provided the foundation for the $6.6 million lower provision. The allowance remains strong at 2.77% of loans and 169% of NPAs.

Turning to the loan portfolio activity, our strategy to change our portfolio mix to focus more on C&I loans benefited from the strong results attained by all of our market teams. Our core and corporate groups both saw pipeline growth and produced a 7% first-quarter increase in C&I loans. Both core and corporate groups produced higher originations in the first quarter with strength continuing in healthcare and Citizens Bank Business Finances new loan bookings.

While pricing competition continues to be fierce, the team’s success in the first quarter included margin defense with average C&I loan rates increasing 29 basis points. As we have said in previous calls, we look to build on this meaningful growth by focusing strategically on areas where we have demonstrated expertise and our market recognized trusted advisers.

March total loans were essentially flat to December as the C&I increase was offset by a planned reduction in CRE and seasonally low originations in direct consumer and home equity portfolios.

We continue our efforts of rebalancing the portfolio away from higher risk investment commercial real estate. Our CRE lending continues to be limited to the owner occupied asset class and our clients remain reticent to commit their balance sheet to capital expansion projects.

Our strategy to geographically expand our indirect lending business to concentric states produced excellent results. First quarter new loan bookings were up 17% over the prior year with margins in line with our expectations. However, the indirect portfolio experienced an elevated level of pay-downs and pay-offs as clients used their tax refunds to reduce debt levels and refinancing activity increased.

While the indirect portfolio balances were up year-over-year, the increased amortization velocity led to a decrease in the portfolio’s average loan rate. We expect to build on the success of our value proposition with our existing dealers and continue our planned footprint expansion as we move into the prime second and third quarter seasonal high points for this business.

Cathy, back to you.

Cathleen Nash

Thanks Mark. As you heard in the details provided by Lisa and Mark, our results this quarter reflect our continued success in carrying out our strategic initiatives. Lending activity increased with strong production and pipeline growth.

Our strong core deposit growth helped mitigate margin pressure we expected, positive credit trends continued allowing for a lower provision expense, and we continued to receive services scores from clients that are above industry average. These strategies allow us to deliver consistency in our results.

We continue to organically grow our strong capital position through earnings and additionally, we’ve made significant progress in our key priorities including exiting our written agreement with regulators earlier this month and making significant progress towards restoring our deferred tax asset, which we expect to do next quarter.

Our continued good results and consistency put us in a better position to discuss catching up on our trust preferred and TARP dividends, as well as options around repaying TARP with our regulators. These discussions are ongoing.

With those final comments, Thomas, we will open the line up for questions.

Question-and-Answer Session

Operator

(Operator Instructions) The first question is going to come from Terry McEvoy, Oppenheimer & Company. Go ahead. Your line is open.

Terry McEvoy – Oppenheimer & Company

Thanks, good morning.

Cathleen Nash

Good morning, Terry.

Terry McEvoy – Oppenheimer & Company

The question – had restoring the DTA occurred in the first quarter, could you just talk about what that would have done to Tier 1 common? I know a piece of that is excluded from that ratio. I’m just trying to gauge the impact going forward in Q2.

Lisa McNeely

Yeah, Terry, I think the Tier 1 common ratio as we think about how the regulators look at, how capital gets applied with the DTA, there are some regulations around that. And it’s really – you look at a 12-month ability to use those in a taxable income formula or a 10% of total capital to the lesser of those two. That’s about all the guidance I think I can give around that. So, it will be a smaller percent.

Terry McEvoy – Oppenheimer & Company

And then in terms – in terms of just modeling, will there be – will taxes be paid in the second quarter and if so, any feel for what we should use in our model?

Lisa McNeely

So, as we go through into the – I think the best way to position it is once we recapture that valuation allowance in the future quarters, we would look towards getting back to a more normalized tax rate in the 30% to 35% category. The second quarter will recapture that DTA valuation and you should look really more towards the third and fourth quarter really to evaluate where the tax position will be go-forward.

Terry McEvoy – Oppenheimer & Company

Okay. And then Cathy, I guess, Michigan is back, how is Citizens positioned to be the hometown, home state kind of Michigan Bank now that you’ve got competitors coming in from out of state, looking to be more visible in your markets?

And I guess, as a part of that, how do you feel about second quarter loan growth trends? I know as talked about the consumer indirect comes back a bit, but specifically that C&I is the pipeline, pretty solid and do you think growth continues?

Cathleen Nash

Yeah, so I’m going to answer the second question first because it leads well into your first part, Terry. We feel good about what we’re seeing in the second quarter. We look at our pipelines on a weekly basis formally. We look at them once a month in what we call revenue committee. So, I feel good about where our pipelines are looking and anecdotally talking to our commercial bankers both on the core side C&I, as well as in the corporate side. They feel pretty good about where their pipelines are.

To your point though, others have made a fairly public play about opportunities in Michigan. And I guess, that’s a good sign that our economy is doing well, but others want to come and play in our sandbox with us. So, we take that for a good sign. Clearly, we see more competitors coming to the table on deals, but we’ve been pretty pleased so far with what I would call the number of assets we are getting and our ability to generate opportunity within the credit quality standards we have established for us. So, more competitors are not always a great thing, but more competitors who have good credit – a good deal of credit risk and are reasonable prices, we don’t have any problem with that at all.

Terry McEvoy – Oppenheimer & Company

Thank you.

Cathleen Nash

Thanks, Terry.

Operator

Our next question will come from John Barber at KBW. Go ahead, your line is open.

John Barber – KBW

(Inaudible) ongoing discussions, can you just talk about your appetite for repaying in tranches or do you want to repay it all at once?

Cathleen Nash

John, sorry. The first part of your question was cut off – could you do a repeat for me?

John Barber – KBW

Sure. I was just asking about TARP repayment. I know, it’s an ongoing discussion (inaudible).

Cathleen Nash

We have lost John again. But I think I know what the question was. All right, so John, I think your question was as we are thinking about TARP, do we think about it in parts and pieces or do we think about it all at once?

And my answer is going to be it depends. And it really depends on our ongoing discussions with our regulators, but it also depends on what makes the most sense for our shareholders. And the third factor, we think about is, our ongoing discussions with folks at treasury and kind of what they are seeing in the marketplace with what others are doing.

So, we really kind of look at all three, our overriding factor of course, is the impact to our shareholders and those are discussions we’re having with our regulators. So, long answer to a short question is, are we endeavored to get it just right that we have the elements that satisfy our regulators to support our plan, as well as are friendly to our shareholders. So, we will do the approach that makes the most sense for us.

John Barber – KBW

Okay, thanks. And the increase in the consumer charge-offs this quarter was due to more conservative loss recognition parameters. Can you just talk a little bit more about what drove that decision and also if you could potentially change your loss recognition parameters for any other portfolios going forward?

Mark Widawski

John, it’s Mark. What drove that is just our conservative view around real estate primarily on the home equity side and wanting to make sure that we have extended our conservative practices on the commercial book to the consumer side of the business as well. And the view on housing in particular that there is a long road back to valuation recovery there. And in terms of our commercial book, I feel very good about our policies around that today, that they are conservative and reflect our overall view of how we have aggressively managed to get to value in those portfolios.

John Barber – KBW

Thanks Mark. And also Mark, do you have the dollar amount of classified assets?

Mark Widawski

I don’t.

Lisa McNeely

I don’t have (inaudible).

Mark Widawski

Yeah.

John Barber – KBW

I can follow up with you later on that.

Mark Widawski

Okay, thanks John.

John Barber – KBW

And then I guess, regarding the loan portfolio, I mean strong growth from the C&I portfolio, how should we think about the ultimate size? Is there a target ratio or how should we think about it?

Cathleen Nash

In terms of the size of the loan book itself, John?

John Barber – KBW

I guess maybe as a percentage of the total loan book versus where your CRE is still running that off and some of your residential mortgages as well?

Cathleen Nash

Yeah. If you think about a focus on and you sort of just kind of run the math out, John, if you will, we clearly are comfortable with owner occupied CRE where we see opportunity within our credit risk appetite.

We have pretty publicly stated and you’ve seen the evidence of iCRE landholder development, construction not playing in that. And then also letting our mortgage portfolio which as you know was really an acquired portfolio with the acquisition rundown. Our contract with PHH who provides the services for our mortgage book lets us only hold about 10% of our production anyway, so those were the exception basis for us.

So, if you think about those books naturally declining and are focused on C&I, you start to see C&I as a more robust part of our total portfolio, as well as some amount of growth within the indirect portfolio and I would say a leveling out on the consumer side meaning primarily home equity for us. Mark, you want to add anything to that, you were looking more at the detailed numbers?

Mark Widawski

Yeah – no, I think that’s right. We’ve got a focus to move the C&I number up to be the bulk of the portfolio from a percentage perspective and it takes a while to get there with the runoff slower in those other portfolios. And John, back to your question on classified assets, the dollar amount is $313 million rounded.

John Barber – KBW

Okay. Thank you. Thank you. And I guess one last one on the securities portfolio. How should we think about the size of that going forward? I guess in the context of if you recapture DTA next quarter, net adds is close to $300 million of assets, you’re kind of bumping up close to that $10 billion in asset threshold?

Brian Boike

Good morning John, It’s Brian.

John Barber – KBW

Right.

Brian Boike

Our investment portfolio is larger today than it has been historically at about 30% of assets. Historically, we’ve run between 20% and 25% of assets. And that’s a size that we’re very comfortable with.

Frankly, our investment portfolio is larger right now because we’ve got a substantial amount of funding, we’ve had nice growth with our core deposits and we have to deploy those funds somewhere. We would expect our balance sheet mix to move more heavily towards loans as a percentage of assets going forward and we would use cashless investment portfolio as part of the way to get there. So, we are not worried about bumping up against that $10 billion threshold in the foreseeable future.

John Barber – KBW

Great. Thank you for taking my questions.

Cathleen Nash

Thank you John.

Operator

Our next question will come from Matt Schultheis with Boenning & Scattergood. Go ahead your line is open.

Matthew Schultheis – Boenning & Scattergood

Good morning. How are you?

Cathleen Nash

Good morning. Thanks for calling in.

Matthew Schultheis – Boenning & Scattergood

No problem. A couple of very quick questions. You had a significant increase in the yield on commercial and industrial loans during the quarter. Were there prepayment fees or anything in there that would have been more one-time in nature versus ongoing?

Mark Widawski

Matt, it’s Mark. It’s a couple of things. The continued reduction in non-performers that gives us a little bit of a leg up there again this quarter, as well as the activity in our Citizens Bank Business Finance unit, that, you know, as we’ve talked about over last year or so, we’re focusing on those guys that tend to provide more transactional type of financing through asset-based lending and the like that gets us a bit better yield.

Matthew Schultheis – Boenning & Scattergood

Okay, fair. And then lastly assuming you realize the valuation allowance back in earnings next quarter and everything is fine with your DTA, beyond next quarter, how should we think of your tax rate going forward or have you basically reached a normalized tax position at that stage?

Lisa McNeely

Once we recapture the DTA, yeah sure, you’re correct, we should reach a normalized tax position.

Matthew Schultheis – Boenning & Scattergood

Okay. Thank you very much. Have a nice day.

Cathleen Nash

Thank you.

Operator

And we had a follow-up from Terry McEvoy, Oppenheimer and Company. Your line is open.

Terry McEvoy – Oppenheimer & Company

Hi. You just mentioned the C&I yield theory – theory you’ve picked up. What would be the outlook for the net interest margin throughout the remainder of the year?

Lisa McNeely

Well, Terry, we would expect the net interest margin to be relatively flat. We’ve got pressures on the asset side and we’re making progress on the funding side. So, we expect a flat environment.

Terry McEvoy – Oppenheimer & Company

Okay. And I know expenses relative to the size of your balance sheet are below peers, they were up a little bit in the first quarter. Could you just talk about the run rate there? Do you expect as much movement as we progress this year?

Lisa McNeely

The run rate should be about the same. We had a couple of good quarters and the third and fourth quarter with some – of last year with some positive things that happened. But the first quarter, you might consider the range about normal right now.

Terry McEvoy – Oppenheimer & Company

And then just another question for Cathy. The written agreement and DTA kind of put that behind us, still TARP to think about. The question is, M&A, are you still kind of out of the M&A kind of world or environment right now or do you see Citizens giving what’s – what you’ve accomplished on a couple of those issues? In the past do you see yourselves looking at more deals going forward?

Cathleen Nash

Certainly it’s something we want to consider, Terry. As you know, we had some, kind of what we were referring to the big rocks that we had to get past, the written agreement being the first. We thought DTA was an important object for us and having a strong plan to replace TARP that we’re talking about with our shareholder – with our regulators, I sorry. So, I think getting two of the three down and working on the third in a way that is friendly to our shareholders, I think puts us in a good position to start to think about other alternatives – strategic alternatives for us.

Terry McEvoy – Oppenheimer & Company

Okay, thanks. Have a good weekend.

Cathleen Nash

Hey. Thank you, Terry.

Operator

And there are no further questions in queue at this time.

Cathleen Nash

Thank you and thank you for your questions and participation in the call. This was another positive quarter for our bank demonstrating our success in executing the strategies we’ve laid out. And we’ll continue to work hard this year focusing on topline revenue growth and improving our shareholder value. Thank you very much and as always, if you have follow-up questions, you may reach out to us directly. Have a good day.

Operator

This concludes today’s conference. You may now disconnect at this time. Thank you. Have a wonderful day.

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