Capitol Bancorp Reports Third Quarter Results

RECENT 2009 HIGHLIGHTS - Total Assets of $5.4 Billion - Total Capital Approximating 11% - Sale of One Affiliate Bank Completed - Four Additional Divestitures In Process - Regional Consolidations In Process LANSING, Mich. and PHOENIX, Oct. 22 /PRNewswire-FirstCall/ -- Capitol reported a net loss for the third quarter of approximately $30.9 million. The net loss per share for the quarter ended September 30, 2009 was $1.78, compared to a net loss of $1.90 per diluted share reported for the third quarter of 2008. Consolidated assets were static year-over-year at approximately $5.4 billion, but reflect an annualized 6 percent decrease for the nine months ended September 30, 2009 from the approximate $5.7 billion reported at the beginning of the year, as a result of the implementation of the Corporation's capital preservation and balance sheet deleveraging strategies. Consistent with these efforts, total portfolio loans approximated $4.2 billion at September 30, 2009, a 10 percent decline year-over-year and a more than 11 percent decline from the approximate $4.7 billion level at the beginning of the year. Total deposits increased over 5 percent to $4.5 billion from the approximate $4.3 billion reported at September 30, 2008, reflecting the Corporation's focus on enhancing its core funding mix in this environment by emphasizing more traditional relationship-oriented deposit-gathering versus non-customer-centric borrowings. Consequently, since year-end 2008, total deposits have been relatively unchanged and reflect a modest 4 percent decline from the previous quarter. Capitol's Chairman and CEO Joseph D. Reid said, "Our continuing efforts to deleverage the consolidated balance sheet have been reinforced with the announcement of the divestitures of five affiliate banks, one of which was completed in the third quarter, as well as the consolidation of multiple bank charters in several regions. These pending transactions, coupled with the proposed spin-off of Michigan Commerce Bancorp, will serve to preserve capital resources and enhance the balance sheet strength of Capitol as we continue to face significant economic and operating challenges." Added Reid, "In this environment, the analyst and investor communities are focusing on two key performance metrics for the banking sector: the 'pre-tax, pre-provision' operating results and the 'tangible equity' measure of core balance sheet strength. When appropriately adjusted for noncontrolling interests, Capitol's 'pre-tax, pre-provision' operating results approximated $0.3 million for the third quarter of 2009 ($9.6 million for the nine-month period). And, even with a challenging first nine months of 2009 that has witnessed Capitol's provision for loan losses totaling $113 million while supporting a $5.4 billion balance sheet, the Corporation's 'tangible equity' level, inclusive of noncontrolling interests in consolidated subsidiaries, was a strong 6.4 percent at September 30, 2009." Chairman Reid stated further, "We remain resolute in our objectives to build balance sheet strength, enhance corporate-wide liquidity, marshal resources and preserve core capital to support our organization." Proposed Spin-Off of Michigan Commerce Bancorp Limited In July 2009, Capitol announced its intention to separate the operations of Michigan Commerce Bancorp Limited ("MCBL") as an independent publicly-traded company. Upon completion of the proposed spin-off, Capitol will continue to be a bank holding company on a national basis and MCBL will become a separate publicly-traded bank holding company consisting of the substantial majority of Capitol's prior Michigan-based banks (see pages 12 through 14 for pro forma financial statements illustrating the proposed spin-off and pending bank sales). In the proposed spin-off, Capitol's shareholders will receive shares of MCBL common stock according to a distribution ratio. The distribution ratio and related record date for the proposed distribution will be determined at a later date. The proposed spin-off is subject to a number of contingencies. The proposed transaction will enable the two separate publicly-traded companies to focus on maximizing opportunities for the distinct business markets of each, and will allow both Capitol and MCBL to each develop and implement strategic plans which fit their specific markets and operations, resulting in enhanced shareholder value in both companies. MCBL's consolidated total assets approximated $1.3 billion or about 23 percent of Capitol's total assets as of September 30, 2009. If the proposed spin-off had been completed on September 30, 2009, consolidated assets for Capitol would have totaled approximately $4.1 billion, while reflecting a material decline in nonperforming assets and a modest increase in the consolidated total capital ratio. Affiliate Bank Divestitures and Regional Bank Consolidations Capitol previously announced intentions to sell certain affiliate banks and consolidate others in several regions. In the second quarter, Capitol announced that it had entered into definitive agreements to sell the following five institutions: Yuma Community Bank, located in Yuma, Arizona; Bank of Belleville, located in Belleville, Illinois; Bank of Santa Barbara, located in Santa Barbara, California; 1st Commerce Bank, located in North Las Vegas, Nevada; and Community Bank of Rowan, located in Salisbury, North Carolina. In September, the sale of Yuma Community Bank was completed. The four pending divestitures are subject to regulatory approvals along with other customary contingencies and are expected to be completed in the coming months. At September 30, 2009, the four pending divestitures had total assets of approximately $313 million ($116 million included in consolidated total assets), and, with transaction book value multiples in a range of 1.4x to 1.6x of tangible equity, collectively represent in excess of $40 million of "franchise" value. The pro forma balance sheet implications and related pro forma results of operations regarding these transactions are attached (see pages 12 and 14), serving to highlight the potential capital preservation benefits of these deleveraging transactions. Additionally, Capitol has announced its plans to consolidate affiliate banks in several regions. During the first quarter of 2009, nine Michigan bank affiliates were consolidated into what is today Michigan Commerce Bank, with an application to merge a tenth Michigan-based affiliate into this entity currently pending regulatory approval. In Arizona, application has been made to merge five affiliate banks in the Phoenix area. In the state of Washington, Capitol intends to consolidate four affiliate banks into one charter, to operate as Bank of the Northwest, and in Nevada, four banks are intended to merge and operate as Bank of Las Vegas. All proposed consolidations are subject to regulatory approval and other contingencies. Chairman Reid stated, "In an effort to enhance balance sheet strength and preserve core capital, we have implemented plans designed to strategically realign our resources through select divestitures and consolidations. These initiatives will allow us to reallocate capital resources to markets currently struggling due to the turbulent economic environment, as well as to markets that are experiencing opportunities for growth. In addition, these initiatives will serve to better align our risk-management oversight nationwide while driving operating efficiencies within our consolidated network. With continued uncertainty and turmoil on the economic front, and the ongoing effects and implications of the national recession, we remain committed to ensuring that Capitol and its affiliate banks continue to build balance sheet strength and liquidity to weather this difficult and challenging climate." Quarterly Performance In the third quarter of 2009, consolidated net operating revenues were approximately $47.2 million, a slight decrease compared to the approximate $48 million reported for the same period in 2008, reflecting the impact of a static earning asset profile over the past twelve months, combined with elevated levels of nonperforming assets causing pressure on spread revenue sources. Even with continued increases in the amount of nonperforming assets, the Corporation experienced modest improvement in its consolidated net interest margin for the second consecutive quarter. A concerted effort to focus on core deposit funding sources, as referenced earlier, coupled with both empirical and anecdotal evidence of better pricing opportunities on loans in certain markets, has helped offset the effect of increases in nonearning assets and the typical margin pressure commensurate with efforts to build system-wide liquidity. Cash and cash equivalents totaled nearly $900 million, or more than 16 percent of the Corporation's consolidated total assets at September 30, 2009. The net interest margin increased to 3.13 percent in the third quarter from 3.02 percent for the three months ended June 30, 2009 and 2.81 percent in the first quarter of 2009. The Corporation continues to emphasize the reduction of operating expenses through salary and staffing reductions, operational efficiencies and tight controls on corporate overhead. Noninterest, or operating, expenses increased 3.1 percent year-over-year to approximately $55.5 million in the quarter ended September 30, 2009. This more modest increase was accomplished despite dramatic increases in both costs associated with foreclosed properties and other real estate owned (which approximated $9.8 million in the recent quarter versus $2.0 million in the 2008 period) and FDIC insurance premiums and other regulatory fees (which jumped from $1.0 million in last year's third quarter to approximately $3.8 million in the most recent three-month period). Combined, these two expense areas increased to approximately $13.6 million in the current quarter, representing a more than fourfold increase from the combined $3.1 million figure posted in 2008. The net loss for the third quarter of 2009 approximated $30.9 million compared to a net loss of $32.5 million reported for the third quarter of 2008. The net loss per share for the third quarter of 2009 was $1.78 compared to a net loss per share of $1.90 for the three months ended September 30, 2008. The third quarter 2009 provision for loan losses decreased to $48.8 million versus approximately $53.8 million for the corresponding period of 2008, but increased from $35.8 million recorded in the second quarter of 2009. During the third quarter of 2009, net loan charge-offs approximated $32.7 million, resulting in a provision-to-net-charge-offs coverage ratio of 1.5x, reflecting the Corporation's commitment to continue to build its allowance for loan losses in this challenging environment. Nine Month Performance Net operating revenues approximated $137.2 million for the nine months ended September 30, 2009, a 5.5 percent decrease compared to the approximate $145.2 million for the year-ago period, due to a lower earning-asset base and general softness across all major revenue components. Noninterest, or operating, expenses expanded 7 percent year-over-year to approximately $157.2 million, attributable primarily to the dramatic increases in costs associated with foreclosed properties and other real estate owned coupled with FDIC insurance premiums and other regulatory fees. For the nine-month period ended September 30, 2009, costs associated with foreclosed properties and other real estate owned increased to approximately $18 million from the $4.1 million reported in the comparable 2008 period, while FDIC insurance premiums and other regulatory fees increased from $2.9 million in the first nine months of 2008 to nearly $11.3 million in the 2009 period. Combining both expense categories would reflect a $29.3 million figure for the 2009 period, or more than four times greater than the combined $7.0 million total reported in the first nine months of 2008. A significant increase in the provision for loan losses, which approximated $112.8 million for the nine-month 2009 period (reflecting a provision-to-net-charge-offs ratio of 1.5x) versus $71.8 million for the comparable 2008 period, was a primary contributor in Capitol's loss for the period. The net loss per share for the nine-month period of 2009 was $3.78, compared to a net loss of $1.73 per diluted share reported for the corresponding period in 2008. Bank performance, reserve building and related operating losses of the Corporation's mature banks in its Great Lakes Region were major reasons for the net loss. Balance Sheet With total capital resources approximating $575.1 million at September 30, 2009, the total capital-to-asset ratio was 10.6 percent, providing continued support for the Corporation's $5.4 billion balance sheet. Net charge-offs of 2.90 percent of average loans (annualized) for the three months ended September 30, 2009 increased from the 1.83 percent reported for the second quarter, and 1.74 percent reported for the corresponding period of 2008. The ratio of nonperforming loans to total portfolio loans was 6.7 percent at September 30, 2009 compared to 5.8 percent reported at June 30, 2009. Although an increase from the previous quarter, the approximate 9 percent linked-quarter rate of increase during the three months ended September 30, 2009 for nonperforming assets continued the slowing trend first experienced last quarter, when the quarterly rate of increase measured in excess of 15 percent versus the dramatic 34 percent growth posted in the first quarter of 2009. The continued increase in nonperforming assets is attributable to borrower stress and nonperformance, coupled with a virtually nonexistent market, especially in the state of Michigan, for the sale of real estate, which hinders the disposition of such assets. The allowance coverage ratio of nonperforming loans improved to approximately 45 percent at September 30, 2009, while the allowance for loan losses increased significantly to 3.01 percent of portfolio loans from 2.49 percent at June 30, 2009 and 1.96 percent at the beginning of the year. The Michigan market, dealing with significant secular change versus what had historically been cyclical challenges, continues to be the source of a dominant portion of nonperforming loans, representing approximately 51 percent of consolidated nonperforming loans but only 33 percent of the Corporation's consolidated loan portfolio. Capitol's loan portfolio practices continue to reflect a disciplined approach to review, analysis and proper identification of portfolio issues with a long-term view to value preservation. Subsequent Events A new accounting standard became effective for interim 2009 financial reporting which requires the consideration of subsequent events occurring after the balance-sheet date for matters which may require adjustment to, or disclosure in, financial statements. The review period for subsequent events is up to and including the filing date of a public company's interim financial statements in Form 10-Q when filed with the Securities and Exchange Commission. Accordingly, the financial information in this announcement is subject to change. About Capitol Bancorp Limited Capitol Bancorp Limited (NYSE:CBC) is a $5.4 billion national community banking company, with a network of separately chartered banks with operations in 17 states. Founded in 1988, Capitol Bancorp Limited has executive offices in Lansing, Michigan, and Phoenix, Arizona. CAPITOL BANCORP LIMITED SUMMARY OF SELECTED FINANCIAL DATA (in thousands, except share and per share data) Three Months Ended Nine Months Ended September 30 September 30 ------------ ------------ 2009 2008 2009 2008 ---- ---- ---- ---- Condensed results of operations: Interest income $69,145 $75,496 $207,333 $231,136 Interest expense 27,293 34,457 87,442 105,970 ------ ------ ------ ------- Net interest income 41,852 41,039 119,891 125,166 Provision for loan losses 48,771 53,810 112,756 71,787 Noninterest income 5,362 6,951 17,313 19,993 Noninterest expense 55,477 53,792 157,160 146,385 Loss before income tax benefit (57,034) (59,612) (132,712) (73,013) Net loss attributable to Capitol Bancorp Limited $(30,890) $(32,495) $(65,260) $(29,681) ======== ======== ======== ======== Net loss per share attributable to Capitol Bancorp Limited: Basic $(1.78) $(1.90) $(3.78) $(1.73) Diluted (1.78) (1.90) (3.78) (1.73) Book value per share at end of period 16.61 20.37 16.61 20.37 Common stock closing price at end of period $2.61 $19.49 $2.61 $19.49 Common shares outstanding at end of period 17,510,000 17,337,000 17,510,000 17,337,000 Number of shares used to compute: Basic loss per share 17,398,000 17,145,000 17,269,000 17,144,000 Diluted loss per share 17,398,000 17,145,000 17,269,000 17,144,000 3rd Quarter 2nd Quarter 1st Quarter 2009 2009 2009 ---- ---- ---- Condensed summary of financial position: Total assets $5,415,214 $5,726,148 $5,782,608 Portfolio loans 4,189,534 4,580,428 4,695,317 Deposits 4,508,343 4,695,019 4,706,562 Capitol Bancorp Limited stockholders' equity 290,792 321,585 337,491 Total capital $575,056 $631,874 $656,942 Key performance ratios: Return on average assets -- -- -- Return on average Capitol Bancorp Limited stockholders' equity -- -- -- Net interest margin 3.13% 3.02% 2.81% Efficiency ratio 117.50% 108.64% 117.87% Asset quality ratios: Allowance for loan losses / portfolio loans 3.01% 2.49% 2.12% Total nonperforming loans / portfolio loans 6.72% 5.78% 4.95% Total nonperforming assets / total assets 7.42% 6.44% 5.53% Net charge-offs (annualized) / average portfolio loans 2.90% 1.83% 1.83% Allowance for loan losses / nonperforming loans 44.79% 43.17% 42.86% Capital ratios: Capitol Bancorp Limited stockholders' equity / total assets 5.37% 5.62% 5.84% Total capital / total assets 10.62% 11.03% 11.36% 4th Quarter 3rd Quarter 2008 2008 ---- ---- Condensed summary of financial position: Total assets $5,654,836 $5,427,347 Portfolio loans 4,735,229 4,662,772 Deposits 4,497,612 4,283,561 Capitol Bancorp Limited stockholders' equity 353,848 353,108 Total capital $680,361 $681,154 Key performance ratios: Return on average assets 0.08% -- Return on average Capitol Bancorp Limited stockholders' equity 1.23% -- Net interest margin 2.98% 3.30% Efficiency ratio 97.52% 112.09% Asset quality ratios: Allowance for loan losses / portfolio loans 1.96% 2.09% Total nonperforming loans / portfolio loans 3.59% 2.73% Total nonperforming assets / total assets 4.20% 3.43% Net charge-offs (annualized) / average portfolio loans 1.30% 1.74% Allowance for loan losses / nonperforming loans 54.66% 76.78% Capital ratios: Capitol Bancorp Limited stockholders' equity / total assets 6.26% 6.51% Total capital / total assets 12.03% 12.55% Forward-Looking Statements -------------------------- This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include expressions such as "expect," "intend," "believe," "estimate," "may," "will," "anticipate" and "should" and similar expressions also identify forward-looking statements which are not necessarily statements of belief as to the expected outcomes of future events. Actual results could materially differ from those presented due to a variety of internal and external factors. Actual results could materially differ from those contained in, or implied by, such statements. Capitol Bancorp Limited undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this release. Supplemental analyses follow providing additional detail regarding Capitol's results of operations, financial position, asset quality and other supplemental data. CAPITOL BANCORP LIMITED Condensed Consolidated Statements of Operations (Unaudited) (in thousands, except per share data) INTEREST INCOME: Portfolio loans (including fees) $66,502 $73,328 $202,937 $224,897 Loans held for sale 183 145 744 681 Taxable investment securities 128 154 432 389 Federal funds sold 31 1,259 89 3,480 Other 2,301 610 3,131 1,689 ----- --- ----- ----- Total interest income 69,145 75,496 207,333 231,136 INTEREST EXPENSE: Deposits 21,197 27,149 68,980 84,826 Debt obligations and other 6,096 7,308 18,462 21,144 ----- ----- ------ ------ Total interest expense 27,293 34,457 87,442 105,970 ------ ------ ------ ------- Net interest income 41,852 41,039 119,891 125,166 PROVISION FOR LOAN LOSSES 48,771 53,810 112,756 71,787 ------ ------ ------- ------ Net interest income (deficiency) after provision for loan losses (6,919) (12,771) 7,135 53,379 NONINTEREST INCOME: Service charges on deposit accounts 1,562 1,526 4,569 4,316 Trust and wealth-management revenue 1,288 1,791 3,811 4,999 Fees from origination of non-portfolio residential mortgage loans 788 926 3,186 2,910 Gain on sales of government -guaranteed loans 1,242 608 1,887 1,831 Realized gains (losses) on sale of investment securities available for sale (572) 5 (571) 50 Other 1,054 2,095 4,431 5,887 ----- ----- ----- ----- Total noninterest income 5,362 6,951 17,313 19,993 NONINTEREST EXPENSE: Salaries and employee benefits 23,482 29,319 76,977 82,597 Occupancy 4,864 4,968 14,598 13,872 Equipment rent, depreciation and maintenance 3,046 3,821 9,680 9,695 Costs associated with foreclosed properties and other real estate owned 9,834 2,040 17,971 4,132 FDIC insurance premiums and other regulatory fees 3,796 1,029 11,258 2,899 Other 10,455 12,615 26,676 33,190 ------ ------ ------ ------ Total noninterest expense 55,477 53,792 157,160 146,385 ------ ------ ------- ------- Loss before income tax benefit (57,034) (59,612) (132,712) (73,013) Income tax benefit (20,531) (20,732) (47,950) (25,428) ------- ------- ------- ------- NET LOSS (36,503) (38,880) (84,762) (47,585) Less interest in net losses attributable to noncontrolling interests 5,613 6,385 19,502 17,904 ----- ----- ------ ------ NET LOSS ATTRIBUTABLE TO CAPITOL BANCORP LIMITED $(30,890) $(32,495) $(65,260) $(29,681) ======== ======== ======== ======== NET LOSS PER SHARE ATTRIBUTABLE TO CAPITOL BANCORP LIMITED: Basic $(1.78) $(1.90) $(3.78) $(1.73) ====== ====== ====== ====== Diluted $(1.78) $(1.90) $(3.78) $(1.73) ====== ====== ====== ====== CAPITOL BANCORP LIMITED Condensed Consolidated Balance Sheets (in thousands, except share data) (Unaudited) September 30 December 31 2009 2008 ---- ---- ASSETS ------ Cash and due from banks $95,929 $136,499 Money market and interest-bearing deposits 768,582 391,836 Federal funds sold 25,183 96,031 ------ ------ Cash and cash equivalents 889,694 624,366 Loans held for sale 14,432 10,474 Investment securities: Available for sale, carried at fair value 18,005 15,584 Held for long-term investment, carried at amortized cost which approximates fair value 30,789 32,856 ------ ------ Total investment securities 48,794 48,440 Portfolio loans: Loans secured by real estate: Commercial 2,013,473 2,115,515 Residential (including multi-family) 806,027 879,754 Construction, land development and other land 579,752 797,486 ------- ------- Total loans secured by real estate 3,399,252 3,792,755 Commercial and other business-purpose loans 707,302 845,593 Consumer 45,866 61,340 Other 37,114 35,541 ------ ------ Total portfolio loans 4,189,534 4,735,229 Less allowance for loan losses (126,188) (93,040) -------- ------- Net portfolio loans 4,063,346 4,642,189 Premises and equipment 49,353 59,249 Accrued interest income 16,069 18,871 Goodwill 68,078 72,342 Other real estate owned 119,801 67,171 Other assets 145,647 111,734 ------- ------- TOTAL ASSETS $5,415,214 $5,654,836 ========== ========== LIABILITIES AND EQUITY ---------------------- LIABILITIES: Deposits: Noninterest-bearing $651,887 $700,786 Interest-bearing 3,856,456 3,796,826 --------- --------- Total deposits 4,508,343 4,497,612 Debt obligations: Notes payable and short-term borrowings 300,326 446,925 Subordinated debentures 167,402 167,293 ------- ------- Total debt obligations 467,728 614,218 Accrued interest on deposits and other liabilities 31,489 29,938 ------ ------ Total liabilities 5,007,560 5,141,768 EQUITY: Capitol Bancorp Limited stockholders' equity: Preferred stock, 20,000,000 shares authorized; none issued and outstanding Common stock, no par value, 50,000,000 shares authorized; issued and outstanding: 2009 - 17,509,631 shares 2008 - 17,293,908 shares 277,087 274,018 Retained earnings 14,158 80,255 Undistributed common stock held by employee- benefit trust (569) (569) Fair value adjustment (net of tax effect) for investment securities available for sale (accumulated other comprehensive income) 116 144 --- --- Total Capitol Bancorp Limited stockholders' equity 290,792 353,848 Noncontrolling interests in consolidated subsidiaries 116,862 159,220 ------- ------- Total equity 407,654 513,068 ------- ------- TOTAL LIABILITIES AND EQUITY $5,415,214 $5,654,836 ========== ========== CAPITOL BANCORP LIMITED Allowance for Loan Losses Activity ALLOWANCE FOR LOAN LOSSES ACTIVITY (in thousands): Periods Ended September 30 -------------------------- Three Month Period Nine Month Period ------------------ ---------------- 2009 2008 2009 2008 Allowance for loan losses at beginning of period $114,215 $63,904 $93,040 $58,124 Loans charged-off: Loans secured by real estate: Commercial (5,593) (2,186) (11,218) (5,630) Residential (including multi-family) (6,845) (2,428) (18,213) (5,590) Construction, land development and other land (11,862) (12,128) (25,729) (15,248) Total loans secured by real estate (24,300) (16,742) (55,160) (26,468) Commercial and other business-purpose loans (8,582) (3,753) (21,340) (8,051) Consumer (485) (73) (1,029) (262) Other (34) -- (35) (34) Total charge-offs (33,401) (20,568) (77,564) (34,815) Recoveries: Loans secured by real estate: Commercial 29 181 151 899 Residential (including multi-family) 51 130 252 590 Construction, land development and other land 385 17 506 240 Total loans secured by real estate 465 328 909 1,729 Commercial and other business-purpose loans 163 102 1,042 686 Consumer 88 9 117 74 Other 1 -- 2 -- Total recoveries 717 439 2,070 2,489 Net charge-offs (32,684) (20,129) (75,494) (32,326) Additions to allowance charged to expense 48,771 53,810 112,756 71,787 Less allowance for loan losses of subsidiaries no longer consolidated (4,114) (4,114) Allowance for loan Losses at September 30 $126,188 $97,585 $126,188 $97,585 Average total portfolio loans for period ended September 30 $4,505,447 $4,617,153 $4,623,317 $4,521,165 Ratio of net charge-offs (annualized) to average portfolio loans outstanding 2.90% 1.74% 2.18% 0.95% CAPITOL BANCORP LIMITED Asset Quality Data ASSET QUALITY (in thousands): September June March December 30 30 31 31 2009 2009 2009 2008 Nonaccrual loans: Loans secured by real estate: Commercial $101,704 $84,879 $68,537 $39,892 Residential (including multi-family) 54,226 57,764 62,961 35,675 Construction, land development and other land 86,720 87,055 77,861 72,996 ------ ------ ------ ------ Total loans secured by real estate 242,650 229,698 209,359 148,563 Commercial and other business-purpose loans 25,002 24,767 17,233 16,283 Consumer 513 586 356 190 --- --- --- --- Total nonaccrual loans 268,165 255,051 226,948 165,036 Past due (>90 days) loans and accruing interest: ------------------------- Loans secured by real estate: Commercial 4,520 2,706 2,345 1,623 Residential (including multi-family) 1,787 1,318 2,371 365 Construction, land development and other land 2,990 4,284 109 2,293 ----- ----- --- ----- Total loans secured by real estate 9,297 8,308 4,825 4,281 Commercial and other business-purpose loans 4,223 1,152 636 747 Consumer 29 42 50 146 -- -- -- --- Total past due loans 13,549 9,502 5,511 5,174 ------ ----- ----- ----- Total nonperforming loans $281,714 $264,553 $232,459 $170,210 ======== ======== ======== ======== Real estate owned and other repossessed assets 120,107 103,953 87,074 67,449 ------- ------- ------ ------ Total nonperforming assets $401,821 $368,506 $319,533 $237,659 ======== ======== ======== ======== CAPITOL BANCORP LIMITED Selected Supplemental Data EPS COMPUTATION COMPONENTS (in thousands): Periods Ended September 30 -------------------------- Three Month Period Nine Month Period ------------------ ----------------- 2009 2008 2009 2008 ---- ---- ---- ---- Numerator-net loss attributable to Capitol Bancorp Limited for the period $(30,890) $(32,495) $(65,260) $(29,681) ======== ======== ======== ======== Denominator: Weighted average number of shares outstanding, excluding unvested restricted shares (denominator for basic earnings per share) 17,398 17,145 17,269 17,144 Effect of dilutive securities: Unvested restricted shares -- -- -- -- Stock options -- -- -- -- Total effect of dilutive securities -- -- -- -- Denominator for diluted net loss per share- Weighted average number of shares and potential dilution 17,398 17,145 17,269 17,144 ====== ====== ====== ====== Number of antidilutive stock options excluded from diluted net loss per share computation 2,375 2,389 2,375 2,389 ===== ===== ===== ===== Number of antidilutive unvested restricted shares excluded from diluted net loss per share computation 109 61 109 73 === == === == AVERAGE BALANCES (in thousands): Periods Ended September 30 -------------------------- Three Month Period Nine Month Period ------------------ ----------------- 2009 2008 2009 2008 ---- ---- ---- ---- Portfolio loans $4,505,447 $4,617,153 $4,623,317 $4,521,165 Earning assets 5,347,993 4,971,600 5,348,237 4,809,042 Total assets 5,730,665 5,379,283 5,722,755 5,182,329 Deposits 4,731,159 4,212,518 4,662,313 4,044,868 Capitol Bancorp Limited stockholders' equity 313,260 375,914 329,869 383,251 Unaudited Pro Forma Condensed Consolidated Balance Sheet Capitol Bancorp Limited and Subsidiaries September 30, 2009 (in $1,000s) Pro Forma Adjustments Proposed Spin-Off of Michigan Commerce Historical Bancorp Subtotal Amounts Limited Pro Forma As Reported (Note A) Consolidated ASSETS Cash and cash equivalents $889,694 $(167,784) $721,910 Loans held for sale 14,432 (984) 13,448 Investment securities 48,794 (13,453) 35,341 Portfolio loans 4,189,534 (1,032,553) 3,156,981 Less allowance for loan losses (126,188) 45,686 (80,502) -------- ------ ------- Net portfolio loans 4,063,346 (986,867) 3,076,479 Premises and equipment, net 49,353 (11,639) 37,714 Goodwill 68,078 (2,875) 65,203 Other real estate owned 119,801 (24,178) 95,623 Other assets 161,716 (41,114) 120,602 ------- ------- ------- TOTAL ASSETS $5,415,214 $(1,248,894) $4,166,320 ========== =========== ========== LIABILITIES AND EQUITY Liabilities: Deposits $4,508,343 $(1,095,958) $3,412,385 Debt obligations 467,728 (57,750) 409,978 Other liabilities 31,489 (7,683) 23,806 ------ ------ ------ Total liabilities 5,007,560 (1,161,391) 3,846,169 Equity: Capitol Bancorp Limited stockholders' equity: Preferred stock - - - Common stock 276,518 (118,546) 157,972 Retained earnings 14,158 31,071 45,229 Other, net 116 (28) 88 --- --- -- Total Capitol Bancorp Limited stockholders' equity 290,792 (87,503) 203,289 Noncontrolling interests in consolidated subsidiaries 116,862 - 116,862 ------- - ------- Total equity 407,654 (87,503) 320,151 ------- ------- ------- TOTAL LIABILITIES AND EQUITY $5,415,214 $(1,248,894) $4,166,320 ========== =========== ========== Nonperforming loans $281,714 $(109,004) $172,710 Real estate owned and other repossessed assets 120,107 (24,196) 95,911 ------- ------- ------ Total nonperforming assets $401,821 $(133,200) $268,621 ======== ========= ======== Selected ratios: Total equity as a percentage of total assets 7.53% 7.68% Total capital as a percentage of total assets--Note D 10.62% 11.70% Allowance for loan losses as a percentage of portfolio loans 3.01% 2.55% Allowance for loan losses coverage ratio of nonperforming loans 44.79% 46.61% Nonperforming loans as a percentage of portfolio loans 6.72% 5.47% Nonperforming assets as a percentage of total assets 7.42% 6.45% Pending Sale of Four Bank Subsidiaries Pro Forma (Note B) Consolidated ASSETS Cash and cash equivalents $(14,528) $707,382 Loans held for sale (125) 13,323 Investment securities (274) 35,067 Portfolio loans (97,635) 3,059,346 Less allowance for loan losses 2,145 (78,357) ----- ------- Net portfolio loans (95,490) 2,980,989 Premises and equipment, net (1,086) 36,628 Goodwill - 65,203 Other real estate owned (555) 95,068 Other assets (2,720) 117,882 ------ ------- TOTAL ASSETS $(114,778) $4,051,542 ========= ========== LIABILITIES AND EQUITY Liabilities: Deposits $(103,908) $3,308,477 Debt obligations - 409,978 Other liabilities (306) 23,500 ---- ------ Total liabilities (104,214) 3,741,955 Equity: Capitol Bancorp Limited stockholders' equity: Preferred stock - Common stock 157,972 Retained earnings 1,705 C 46,934 Other, net 88 ----- -- Total Capitol Bancorp Limited stockholders' equity 1,705 204,994 Noncontrolling interests in consolidated subsidiaries (12,269) 104,593 ------- ------- Total equity (10,564) 309,587 ------- ------- TOTAL LIABILITIES AND EQUITY $(114,778) $4,051,542 ========= ========== Nonperforming loans $(6,333) $166,377 Real estate owned and other repossessed assets (555) 95,356 ---- ------ Total nonperforming assets $(6,888) $261,733 ======= ======== Selected ratios: Total equity as a percentage of total assets 7.64% Total capital as a percentage of total assets--Note D 11.77% Allowance for loan losses as a percentage of portfolio loans 2.56% Allowance for loan losses coverage ratio of nonperforming loans 47.10% Nonperforming loans as a percentage of portfolio loans 5.44% Nonperforming assets as a percentage of total assets 6.46% Pro Forma Adjustment Pending Sale of Historical Four Bank Amounts Subsidiaries Pro Forma As Reported (Note B) Consolidated ASSETS Cash and cash equivalents $889,694 $(14,528) $875,166 Loans held for sale 14,432 (125) 14,307 Investment securities 48,794 (274) 48,520 Portfolio loans 4,189,534 (97,635) 4,091,899 Less allowance for loan losses (126,188) 2,145 (124,043) -------- ----- -------- Net portfolio loans 4,063,346 (95,490) 3,967,856 Premises and equipment, net 49,353 (1,086) 48,267 Goodwill 68,078 - 68,078 Other real estate owned 119,801 (555) 119,246 Other assets 161,716 (2,720) 158,996 ------- ------ ------- TOTAL ASSETS $5,415,214 $(114,778) $5,300,436 ========== ========= ========== LIABILITIES AND EQUITY Liabilities: Deposits $4,508,343 $(103,908) $4,404,435 Debt obligations 467,728 - 467,728 Other liabilities 31,489 (306) 31,183 ------ ---- ------ Total liabilities 5,007,560 (104,214) 4,903,346 Equity: Capitol Bancorp Limited stockholders' equity: Preferred stock - - - Common stock 276,518 - 276,518 Retained earnings 14,158 1,705 C 15,863 Other, net 116 - 116 --- - --- Total Capitol Bancorp Limited stockholders' equity 290,792 1,705 292,497 Noncontrolling interests in consolidated subsidiaries 116,862 (12,269) 104,593 ------- ------- ------- Total equity 407,654 (10,564) 397,090 ------- ------- ------- TOTAL LIABILITIES AND EQUITY $5,415,214 $(114,778) $5,300,436 ========== ========= ========== Nonperforming loans $281,714 $(6,333) $275,381 Real estate owned and other repossessed assets 120,107 (555) 119,552 ------- ---- ------- Total nonperforming assets $401,821 $(6,888) $394,933 ======== ======= ======== Selected ratios: Total equity as a percentage of total assets 7.53% 7.49% Total capital as a percentage of total assets--Note D 10.62% 10.65% Allowance for loan losses as a percentage of portfolio loans 3.01% 3.03% Allowance for loan losses coverage ratio of nonperforming loans 44.79% 45.04% Nonperforming loans as a percentage of portfolio loans 6.72% 6.73% Nonperforming assets as a percentage of total assets 7.42% 7.45% Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet: A--Pro forma spin-off of Michigan Commerce Bancorp Limited (MCBL), a wholly-owned subsidiary of Capitol Bancorp Limited (Capitol). MCBL's amounts include its wholly-owned subsidiaries, Michigan Commerce Bank and Bank of Auburn Hills. B--Pending sale of Bank of Santa Barbara, Bank of Belleville, Community Bank of Rowan and 1st Commerce Bank. C--Estimated gain on pending sale of banks (see Note B), less transaction expenses and related federal income tax effect. Sale proceeds are estimated to approximate $23.0 million. D--Total capital includes trust-preferred securities (subordinated debentures) and total equity. Unaudited Pro Forma Condensed Consolidated Statements of Operations Capitol Bancorp Limited and Subsidiaries (in $1,000s, except per-share data) Nine Months Ended September 30, 2009 Proposed Spin-Off of Michigan Commerce Bancorp Limited Historical (Notes A Pro Forma Amounts and B) Consolidated Interest income $207,333 $(47,112) $160,221 Interest expense 87,442 (21,343) 66,099 ------ ------- ------ Net interest income 119,891 (25,769) 94,122 Provision for loan losses 112,756 (41,654) 71,102 ------- ------- ------ Net interest income after provision for loan losses 7,135 15,885 23,020 Noninterest income 17,313 (3,439) 13,874 Noninterest expense 157,160 (36,170) 120,990 ------- ------- ------- Loss before income tax benefit (132,712) 48,616 (84,096) Income tax benefit (47,950) 16,577 (31,373) ------- ------ ------- NET LOSS (84,762) 32,039 (52,723) Less net losses attributable to noncontrolling interests 19,502 - 19,502 ------ - ------ NET LOSS ATTRIBUTABLE TO CAPITOL BANCORP LIMITED $(65,260) $32,039 $(33,221) ======== ======= ======== NET LOSS PER SHARE ATTRIBUTABLE TO CAPITOL BANCORP LIMITED: Basic $(3.78) $(1.92) ====== ====== Diluted $(3.78) $(1.92) ====== ====== Year Ended December 31, 2008 Pro Forma Adjustments Proposed Proposed Spin-Off of Spin-Off Michigan of Commerce Bank of Bancorp Auburn Historical Limited Hills Pro Forma Amounts (Notes A) (Notes B) Consolidated Interest income $304,315 $(75,446) $(2,674) $226,195 Interest expense 140,466 (36,809) (1,512) 102,145 ------- ------- ------ ------- Net interest income 163,849 (38,637) (1,162) 124,050 Provision for loan losses 82,492 (30,040) (1,189) 51,263 ------ ------- ------ ------ Net interest income after provision for loan losses 81,357 (8,597) 27 72,787 Noninterest income 26,432 (4,491) (91) 21,850 Noninterest expense 190,388 (33,916) (1,509) 154,963 ------- ------- ------ ------- Loss before income tax benefit (82,599) 20,828 1,445 (60,326) Income tax benefit (30,148) 7,060 487 (22,601) ------- ----- --- ------- NET LOSS (52,451) 13,768 958 (37,725) Less net losses attributable to noncontrolling interests 23,844 - - 23,844 ------ - - ------ NET LOSS ATTRIBUTABLE TO CAPITOL BANCORP LIMITED $(28,607) $13,768 $958 $(13,881) ======== ======= ==== ======== NET LOSS PER SHARE ATTRIBUTABLE TO CAPITOL BANCORP LIMITED: Basic $(1.67) $(0.81) ====== ====== Diluted $(1.67) $(0.81) ====== ====== Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations: A--Pro forma spin-off of Michigan Commerce Bancorp Limited (MCBL), a wholly-owned subsidiary of Capitol Bancorp Limited (Capitol). On March 31, 2009, Capitol transferred its interest in Michigan Commerce Bank (MCB, a wholly-owned subsidiary of Capitol) to MCBL, resulting in MCB becoming a wholly-owned subsidiary of MCBL. The pro forma adjustment removes the operating results of MCB as if the spin-off occurred at the beginning of the period presented. B--Pro forma spin-off of Bank of Auburn Hills (BAH), previously a wholly- owned subsidiary of Capitol. On June 30, 2009, Capitol transferred its interest in BAH to MCBL, resulting in BAH becoming a wholly-owned subsidiary of MCBL. The pro forma adjustment removes the operating results of BAH as if the spin-off occurred at the beginning of the period presented. Unaudited Pro Forma Condensed Consolidated Statements of Operations Capitol Bancorp Limited and Subsidiaries (in $1,000s, except per-share data) Nine Months Ended September 30, 2009 Pending Sale of Sale Subtotal Four of Yuma Pro Bank Community Forma Subsid- Historical Bank Consol- iaries Amounts (Note A) idated (Note B) Interest income $207,333 $(5,013) $202,320 $(11,367) Interest expense 87,442 (673) 86,769 (4,245) ------ ---- ------ ------ Net interest income 119,891 (4,340) 115,551 (7,122) Provision for loan losses 112,756 (112) 112,644 (3,115) ------- ---- ------- ------ Net interest income after provision for loan losses 7,135 (4,228) 2,907 (4,007) Noninterest income 17,313 601 17,914 887 Noninterest expense 157,160 (1,829) 155,331 (7,114) ------- ------ ------- ------ Loss before income tax benefit (132,712) (1,798) (134,510) 3,994 Income tax benefit (47,950) (239) (48,189) 876 ------- ---- ------- --- NET LOSS (84,762) (1,559) (86,321) 3,118 Less net losses attributable to noncontrolling interests 19,502 - 19,502 (1,350) ------ - ------ ------ NET LOSS ATTRIBUTABLE TO CAPITOL BANCORP LIMITED $(65,260) $(1,559) $(66,819) $1,768 ======== ======= ======== ====== NET LOSS PER SHARE ATTRIBUTABLE TO CAPITOL BANCORP LIMITED: Basic $(3.78) $(3.87) ====== ====== Diluted $(3.78) $(3.87) ====== ====== Proposed Spin-Off of Michigan Commerce Bancorp Limited Pro Forma (Notes C and D) Consolidated Interest income $(47,112) $143,841 Interest expense (21,343) 61,181 ------- ------ Net interest income (25,769) 82,660 Provision for loan losses (41,654) 67,875 ------- ------ Net interest income after provision for loan losses 15,885 14,785 Noninterest income (3,439) 15,362 Noninterest expense (36,170) 112,047 ------- ------- Loss before income tax benefit 48,616 (81,900) Income tax benefit 16,577 (30,736) ------ ------- NET LOSS 32,039 (51,164) Less net losses attributable to noncontrolling interests - 18,152 - ------ NET LOSS ATTRIBUTABLE TO CAPITOL BANCORP LIMITED $32,039 $(33,012) ======= ======== NET LOSS PER SHARE ATTRIBUTABLE TO CAPITOL BANCORP LIMITED: Basic $(1.91) ====== Diluted $(1.91) ====== Year Ended December 31, 2008 Pending Sale of Sale Four of Yuma Bank Community Subsid- Historical Bank iaries Amounts (Note A) (Note B) Interest income $304,315 $(4,936) $(16,498) Interest expense 140,466 (1,596) (8,021) ------- ------ ------ Net interest income 163,849 (3,340) (8,477) Provision for loan losses 82,492 (312) (2,148) ------ ---- ------ Net interest income after provision for loan losses 81,357 (3,028) (6,329) Noninterest income 26,432 (337) (862) Noninterest expense 190,388 (2,439) (8,014) ------- ------ ------ Loss before income tax benefit (82,599) (926) 823 Income tax benefit (30,148) (361) 224 ------- ---- --- NET LOSS (52,451) (565) 599 Less net losses attributable to noncontrolling interests 23,844 - (575) ------ - ---- NET LOSS ATTRIBUTABLE TO CAPITOL BANCORP LIMITED $(28,607) $(565) $24 ======== ===== === NET LOSS PER SHARE ATTRIBUTABLE TO CAPITOL BANCORP LIMITED: Basic $(1.67) ====== Diluted $(1.67) ====== Proposed Proposed Spin-Off of Spin-Off Michigan of Commerce Bank at Bancorp Auburn Limited Hills Pro Forma (Note C) (Note D) Consolidated Interest income $(75,446) $(2,674) $204,761 Interest expense (36,809) (1,512) 92,528 ------- ------ ------ Net interest income (38,637) (1,162) 112,233 Provision for loan losses (30,040) (1,189) 48,803 ------- ------ ------ Net interest income after provision for loan losses (8,597) 27 63,430 Noninterest income (4,491) (91) 20,651 Noninterest expense (33,916) (1,509) 144,510 ------- ------ ------- Loss before income tax benefit 20,828 1,445 (60,429) Income tax benefit 7,060 487 (22,738) ----- --- ------- NET LOSS 13,768 958 (37,691) Less net losses attributable to noncontrolling interests - - 23,269 - - ------ NET LOSS ATTRIBUTABLE TO CAPITOL BANCORP LIMITED $13,768 $958 $(14,422) ======= ==== ======== NET LOSS PER SHARE ATTRIBUTABLE TO CAPITOL BANCORP LIMITED: Basic $(0.84) ====== Diluted $(0.84) ====== Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations: A--On September 21, 2009, Yuma Community Bank (YCB) was sold for approximately $9.5 million in sale proceeds. The pro forma adjustment removes the operating results of YCB and related net gain on the sale of approximately $1.2 million as if the sale had occurred at the beginning of the period presented. B--Pending sale of Bank of Santa Barbara, Bank of Belleville, Community Bank of Rowan and 1st Commerce Bank. The pro forma adjustment removes the operating results of these four banks as if the sales occurred at the beginning of the period and includes the estimated gain on pending sale of banks of approximately $1.7 million, after transaction expenses and related federal income tax effect. Sale proceeds are estimated to approximate $23.0 million. C--Pro forma spin-off of Michigan Commerce Bancorp Limited (MCBL), a wholly-owned subsidiary of Capitol Bancorp Limited (Capitol). On March 31, 2009, Capitol transferred its interest in Michigan Commerce Bank (MCB, a wholly-owned subsidiary of Capitol) to MCBL, resulting in MCB becoming a wholly-owned subsidiary of MCBL. The pro forma adjustment removes the operating results of MCB as if the spin-off occurred at the beginning of the period presented. D--Pro forma spin-off of Bank of Auburn Hills (BAH), previously a wholly- owned subsidiary of Capitol. On June 30, 2009, Capitol transferred its interest in BAH to MCBL, resulting in BAH becoming a wholly-owned subsidiary of MCBL. The pro forma adjustment removes the operating results of BAH as if the spin-off occurred at the beginning of the period presented. Capitol Bancorp's National Network of Community Banks Arizona Region: Arrowhead Community Bank Glendale, Arizona Asian Bank of Arizona Phoenix, Arizona Bank of Tucson Tucson, Arizona Camelback Community Bank Phoenix, Arizona Central Arizona Bank Casa Grande, Arizona Colonia Bank Phoenix, Arizona Mesa Bank Mesa, Arizona Southern Arizona Community Bank Tucson, Arizona Sunrise Bank of Albuquerque Albuquerque, New Mexico Sunrise Bank of Arizona Phoenix, Arizona California Region: Bank of Escondido Escondido, California Bank of Feather River Yuba City, California Bank of San Francisco San Francisco, California Bank of Santa Barbara Santa Barbara, California Napa Community Bank Napa, California Point Loma Community Bank San Diego, California Sunrise Bank of San Diego San Diego, California Sunrise Community Bank Palm Desert, California Colorado Region: Fort Collins Commerce Bank Fort Collins, Colorado Larimer Bank of Commerce Fort Collins, Colorado Loveland Bank of Commerce Loveland, Colorado Mountain View Bank of Commerce Westminster, Colorado Great Lakes Region: Bank of Auburn Hills Auburn Hills, Michigan Bank of Maumee Maumee, Ohio Bank of Michigan Farmington Hills, Michigan Capitol National Bank Lansing, Michigan Elkhart Community Bank Elkhart, Indiana Evansville Commerce Bank Evansville, Indiana Goshen Community Bank Goshen, Indiana Michigan Commerce Bank Ann Arbor, Michigan Ohio Commerce Bank Beachwood, Ohio Paragon Bank & Trust Holland, Michigan Midwest Region: Adams Dairy Bank Blue Springs, Missouri Bank of Belleville Belleville, Illinois Community Bank of Lincoln Lincoln, Nebraska Summit Bank of Kansas City Lee's Summit, Missouri Nevada Region: 1st Commerce Bank North Las Vegas, Nevada Bank of Las Vegas Las Vegas, Nevada Black Mountain Community Bank Henderson, Nevada Desert Community Bank Las Vegas, Nevada Red Rock Community Bank Las Vegas, Nevada Northeast Region: USNY Bank Geneva, New York Northwest Region: Bank of Bellevue Bellevue, Washington Bank of Everett Everett, Washington Bank of Tacoma Tacoma, Washington High Desert Bank Bend, Oregon Issaquah Community Bank Issaquah, Washington Capitol's National Network of Community Banks - Continued Southeast Region: Bank of Valdosta Valdosta, Georgia Community Bank of Rowan Salisbury, North Carolina First Carolina State Bank Rocky Mount, North Carolina Peoples State Bank Jeffersonville, Georgia Pisgah Community Bank Asheville, North Carolina Sunrise Bank of Atlanta Atlanta, Georgia Texas Region: Bank of Fort Bend Sugar Land, Texas Bank of Las Colinas Irving, Texas DATASOURCE: Capitol Bancorp Limited CONTACT: Analysts: Michael M. Moran, Chief of Capital Markets, +1-877-884-5662; Media: Stephanie Swan, Director of Shareholder Services, +1-517-372-7402 Web Site: http://www.capitolbancorp.com/