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First Defiance Announces 2009 Second Quarter Earnings

 
 

-- Net Income of $2.9 million for 2009 second quarter up from $2.7 million in the second quarter of 2008

-- Provision for Loan Losses of $4.0 million reflects challenging credit environment

-- Recapture of $1.5 million of previously recorded MSR impairment

-- Other-Than-Temporary Impairment of $874,000 recognized on certain investment securities

-- FDIC special assessment of $900,000

-- Second quarter loan growth of $24.6 million

DEFIANCE, Ohio, July 20 /PRNewswire-FirstCall/ -- First Defiance Financial Corp. (Nasdaq: FDEF) today announced that net income for its second quarter ended June 30, 2009 totaled $2.9 million, or $0.29 per diluted common share, compared to $2.74 million or $0.34 per diluted common share for the quarter ended June 30, 2008. The 2008 results included $262,000 of acquisition-related charges associated with the March 14, 2008 acquisition of Pavilion Bancorp of Adrian, Michigan (Pavilion) and its subsidiary the Bank of Lenawee.

For the six month period ended June 30, 2009, First Defiance earned $6.3 million or $0.65 per diluted common share compared to $6.15 million or $0.80 per diluted common share for the six month period ended June 30, 2008. Excluding the after-tax cost of the $1.0 million acquisition-related charges from the 2008 results, First Defiance earned $6.81 million, or $0.88 per diluted common share for the first half of 2008.

"Given the economic environment, we are pleased with our second quarter results," said William J. Small, Chairman, President and Chief Executive Officer of First Defiance Financial Corp. "Net income increased compared to last year's second quarter, and record-breaking mortgage volume boosted non-interest income. Credit quality was once again the major drag on the results for the quarter as many of our borrowers continue to face challenges. The FDIC special assessment, which was assessed on all FDIC insured institutions to rebuild the insurance reserves, and some additional other-than-temporary impairment also negatively impacted earnings. Even in this environment we were able to grow loans and deposits including 10% growth in non-interest bearing demand deposits from the first quarter of 2009."

Credit Quality

The second quarter 2009 results include expense for provision for loan losses of $4.0 million, compared with $2.8 million in the same period in 2008 and $2.7 million in the first quarter of 2009.

Non-performing loans totaled $41.8 million at June 30, 2009, an increase from $36.7 million at March 31, 2009. The June 30, 2009 balance included $35.5 million of loans that are 90 days past due and another $6.3 million of loans considered non-performing because of changes in terms granted to borrowers although the loans are still accruing interest. In addition, First Defiance had $8.6 million of Real Estate Owned at June 30, 2009. For the second quarter of 2009, First Defiance recorded net charge-offs of $3.8 million, which represented 0.96% of average loans outstanding (annualized) for the quarter.

"First Federal Bank has a long history of excellent asset quality, but in the current economic situation, we, like most other banks, continue to see deterioration in some credits in our portfolio. These charge-offs were not unexpected, and were accounted for in our provision for loan losses in the quarter. Two credit relationships, one a land development credit and the other a manufacturing business, accounted for more than 60% of the charge-off amount this quarter. We continue to monitor the portfolio and the economic environments in our markets closely and react quickly to any identified weaknesses," Small said.

Investment Portfolio

The Other-Than-Temporary Impairment (OTTI) charge recognized by First Defiance in the second quarter of 2009 totaled $874,000. The OTTI charge for the quarter related to four Trust Preferred Collateralized Debt Obligations (CDOs) with a remaining book value of $2.3 million. First Defiance also has one other CDO investment that had an OTTI charge in the first quarter of 2009, which has a remaining book value of $243,000 and market value of $163,000 at June 30, 2009. The OTTI charge is due to the credit deterioration of the underlying collateral.

First Defiance also has other Trust Preferred CDO investments with a total book value of $3.8 million and market value of $1.4 million at June 30, 2009. The decline in value of those investments is primarily due to the overall lack of liquidity in the CDO market. These investments continue to pay principal and interest payments in accordance with the contractual terms of the securities. Management has not deemed the impairment in value of these CDO investments to be Other-Than-Temporary, and, therefore, has not recognized the reduction in value of those investments in earnings.

Net Interest Margin

Net interest income was basically flat compared to the 2008 second quarter, with a slight decrease to $16.2 million for the second quarter of 2009. Net interest margin was 3.61% for the 2009 second quarter compared to 3.71% in the first quarter of 2009 and 3.91% in the second quarter of 2008. Yield on interest earning assets declined by 79 basis points, to 5.50% from 6.29% in the 2008 second quarter while the cost of interest-bearing liabilities and non-interest-bearing demand deposits decreased by 44 basis points, to 1.95% from 2.39%.

"Despite the fact that we are seeing some encouraging signs of economic recovery in our markets, the challenges to net interest margin are far from over," said Small. "It's a low rate environment, which requires that we focus on a disciplined pricing strategy to strengthen net interest margin for the remainder of the year."

Non-Interest Income

Non-interest income for the 2009 second quarter increased to $8.4 million from $6.2 million in the second quarter of 2008. Most of the increase was in mortgage banking income, which increased to $4.0 million in the 2009 second quarter from $1.5 million for the same period in 2008. Gains from the sale of mortgage loans nearly tripled in the second quarter of 2009 to $2.9 million from $1.0 million in the second quarter of 2008. Mortgage loan servicing revenue remained relatively flat for the 2009 second quarter compared to 2008. The increases in gains and servicing revenue were offset by expense increases of $765,000 for the amortization of mortgage servicing rights due to the higher refinance activity during the quarter.

First Defiance recaptured $1.5 million of the mortgage servicing rights (MSR) valuation adjustment in the second quarter of 2009 compared with a recapture of $167,000 in the second quarter of 2008. The MSR valuation adjustment is a reflection of the increase in the fair value of certain sectors of the Company's portfolio of mortgage servicing rights.

Loss on investment securities for the second quarter of 2009 was $750,000, which included $874,000 of OTTI charges compared with a loss of $432,000 in the second quarter of 2008 related to OTTI charges.

"Mortgage banking activity in the second quarter surpassed all expectations," commented Small. "We broke records that were in place from the refinancing boom of 2002 through 2004. It's an accomplishment for a bank our size to generate $198.0 million in loans in a single quarter. We were also able to recapture a sizeable amount of the mortgage servicing impairment that we took in the 2008 fourth quarter to offset the increased amortization of the mortgage servicing rights due to the heavy refinancing during the quarter. We believe that the mortgage production will drop off in the second half of the year as mortgage rates have risen off the early-year lows. However, we are seeing a pick up in mortgages for the purchase of homes in recent months compared to most of the activity earlier in the year being for refinancing of existing mortgages."

Non-Interest Expenses

Total non-interest expense increased to $16.1 million for the quarter ended June 30, 2009, an increase from the $15.5 million of non-interest expense, which included $262,000 of acquisition related charges, recognized in the 2008 second quarter. FDIC insurance expense increased to $1.5 million in the second quarter of 2009 from $431,000 in the same period of 2008 as a result of the FDIC rate increases, higher insured deposits and a special assessment of $900,000.

Compensation and benefits increased by 3.6% compared to 2008, driven largely by increased medical costs. Other non-interest expense decreased to $3.0 million in the second quarter of 2009 from $3.5 million in the second quarter of 2008. The second quarter of 2008 included an expense of $752,000 associated with losses related to a former investment advisor. The period over period expense reduction benefit was offset partially by credit, collection and OREO-related costs, which increased $574,000 over the second quarter of 2008.

Year-To-Date Results

For the six month period ended June 30, 2009, net interest income totaled $32.2 million, compared with $29.8 million in the first six months of 2008. Average interest-earning assets increased to $1.81 billion for the first half of 2009 compared to $1.58 billion for the first half of 2008. Net interest margin for the first six months of 2009 was 3.66%, down 18 basis points from the 3.84% margin reported in the six month period ended June 30, 2008.

The provision for loan losses for the first half of 2009 was $6.7 million, compared to $3.9 million recorded during the first six months of 2008.

Non-interest income for the first half of 2009 was $15.2 million compared to $12.2 million during the same period of 2008. Most of the non-interest income increase was in mortgage banking, which increased 156% to $6.7 million for the first six months of 2009 compared to $2.6 million in the first six months of 2008. In addition, service fees and other charges were $6.4 million for the first half of 2009 compared to $6.0 million during the first half of 2008. The 2009 first half non-interest income was reduced by $1.6 million of OTTI charges recognized for impaired investment securities.

Non-interest expense increased to $31.1 million for the first six months of 2009 from $29.0 million in 2008. Excluding one-time acquisition-related charges of $1.0 million, non-interest expense was $28.0 million for the first six months of 2008. Most of the 2009 increase relates to ongoing costs of operating the eight branches acquired in the Pavilion acquisition for the full period in 2009. In addition, FDIC insurance expense has increased by $1.6 million due to changes in the assessment rates, a 2009 special assessment of $900,000 and full utilization early in the 2008 first quarter of credits issued by the FDIC. Credit, collection and OREO-related costs have increased $1.1 million in the first six months of 2009 over the first six months of 2008. Year to date 2008 non-interest expense included the $752,000 of expense associated with losses related to a former investment advisor.

"These are interesting times in banking," said Small. "We are proud of our ability to meet the challenges to date, and we are keeping a watchful eye on the federal government initiatives that are coming down the road. Regulation changes, stimulus package ramifications and special assessments by the FDIC will certainly have an impact on our operations in the future."

Total Assets at $2.02 Billion

Total assets at June 30, 2009 were $2.02 billion, compared to $1.93 billion at June 30, 2008. Net loans receivable (excluding loans held for sale) were $1.58 billion at June 30, 2009 compared to $1.56 billion at June 30, 2008. Total cash and cash equivalents were $88.8 million at June 30, 2009 compared with $44.7 million at June 30, 2008, an increase of $44.1 million. Total deposits at June 30, 2009 were $1.55 billion compared to $1.43 billion at June 30, 2008, an increase of $126 million. Non-interest bearing deposits at June 30, 2009 were $180.0 million compared to $181.0 million at June 30, 2008. Total stockholders' equity was $231.6 million at June 30, 2009 compared to $193.8 million at June 30, 2008. Also at June 30, 2009, goodwill and other intangible assets totaled $64.2 million compared to $65.3 million at June 30, 2008.

Conference Call

First Defiance Financial Corp. will host a conference call at 11:00 a.m. (EDT) on Tuesday, July 21, 2009 to discuss the earnings results and business trends. The conference call may be accessed by calling 1-800-860-2442. A live webcast may be accessed at http://www.talkpoint.com/viewer/starthere.asp?Pres=126299.

Audio replay of the Internet Web cast will be available at www.fdef.com until Wednesday August 5, 2009 at 9:00 a.m.

First Defiance Financial Corp.

First Defiance Financial Corp., headquartered in Defiance, Ohio, is the holding company for First Federal Bank of the Midwest and First Insurance & Investments. First Federal operates 35 full service branches and 47 ATM locations in northwest Ohio, southeast Michigan and Fort Wayne, Indiana. First Insurance & Investments specializes in property and casualty and group health and life insurance, with offices in Defiance and Bowling Green, Ohio.

For more information, visit the company's Web site at www.fdef.com.

Financial Statements and Highlights Follow-

Safe Harbor Statement

This news release may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21 B of the Securities Act of 1934, as amended, which are intended to be safe harbors created thereby. Those statements may include, but are not limited to, all statements regarding intent, beliefs, expectations, projections, forecasts and plans of First Defiance Financial Corp. and its management, and specifically include statements regarding: changes in economic conditions, the nature, extent and timing of governmental actions and reforms, future movements of interest rates, the production levels of mortgage loan generation, the ability to continue to grow loans and deposits, the ability to benefit from a changing interest rate environment, the ability to sustain credit quality ratios at current or improved levels, the ability to sell OREO properties, continued strength in the market area for First Federal Bank of the Midwest, and the ability of the Company to grow in existing and adjacent markets. These forward-looking statements involve numerous risks and uncertainties, including those inherent in general and local banking, insurance and mortgage conditions, competitive factors specific to markets in which the Company and its subsidiaries operate, future interest rate levels, legislative and regulatory decisions or capital market conditions and other risks and uncertainties detailed from time to time in the Company's Securities and Exchange Commission (SEC) filings, including the Company's Annual Report on Form 10-K for the year ended December 31, 2008. One or more of these factors have affected or could in the future affect the Company's business and financial results in future periods and could cause actual results to differ materially from plans and projections. Therefore, there can be no assurances that the forward-looking statements included in this news release will prove to be accurate. In light of the significant uncertainties in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other persons, that the objectives and plans of the Company will be achieved. All forward-looking statements made in this news release are based on information presently available to the management of the Company. The Company assumes no obligation to update any forward-looking statements.

    Consolidated Balance Sheets
    First Defiance Financial Corp.        (Unaudited)

                                            June 30,    December 31,  June 30,
    (in thousands)                            2009          2008        2008
    --------------                            ----          ----        ----

    Assets
    Cash and cash equivalents
         Cash and amounts due from
          depository institutions           $31,606       $40,980     $44,621
         Interest-bearing deposits           57,178         5,172          59
                                             ------         -----          --
                                             88,784        46,152      44,680
    Securities
         Available-for sale, carried
          at fair value                     133,009       117,575     118,825
         Held-to-maturity, carried at
          amortized cost                        831           886       1,035
                                                ---           ---       -----
                                            133,840       118,461     119,860

    Loans                                 1,610,460     1,617,235   1,582,751
    Allowance for loan losses               (25,840)      (24,592)    (20,578)
                                            -------       -------     -------
    Loans, net                            1,584,620     1,592,643   1,562,173
    Loans held for sale                      23,835        10,960      11,711
    Mortgage servicing rights                 8,919         6,611       9,348
    Accrued interest receivable               7,023         7,293       7,650
    Federal Home Loan Bank stock             21,376        21,376      21,118
    Bank Owned Life Insurance                28,884        28,747      28,950
    Office properties and equipment          46,835        47,756      47,999
    Real estate and other assets held
     for sale                                 8,567         7,000       3,158
    Goodwill                                 56,585        56,585      56,111
    Core deposit and other intangibles        7,598         8,344       9,195
    Deferred taxes                               52           336           -
    Other assets                              6,645         5,136       6,233
                                              -----         -----       -----
         Total Assets                    $2,023,563    $1,957,400  $1,928,186
                                         ==========    ==========  ==========

    Liabilities and Stockholders' Equity
    Non-interest-bearing deposits          $180,035      $176,063    $181,034
    Interest-bearing deposits             1,373,109     1,293,849   1,246,107
                                          ---------     ---------   ---------
          Total deposits                  1,553,144     1,469,912   1,427,141
    Advances from Federal Home Loan Bank    146,947       156,067     191,895
    Notes payable and other interest-
     bearing liabilities                     40,284        49,454      59,039
    Subordinated debentures                  36,083        36,083      36,083
    Advance payments by borrowers for
     tax and insurance                          389           652         599
    Deferred taxes                                -             -       3,623
    Other liabilities                        14,033        16,073      16,006
                                             ------        ------      ------
          Total liabilities               1,790,880     1,728,241   1,734,386
    Stockholders' Equity
             Preferred stock-
              including warrants and
              amortization of discount
              on preferred shares            37,000        37,000           -
          Preferred stock discount             (789)         (867)          -
          Common stock, net                     127           127         127
          Common stock warrant                  878           878           -
          Additional paid-in-capital        140,567       140,449     140,297
            Accumulated other
             comprehensive loss              (1,813)       (1,904)     (2,533)
          Retained earnings                 129,344       126,114     128,536
          Treasury stock, at cost           (72,631)      (72,638)    (72,627)
                                            -------       -------     -------
          Total stockholders' equity        232,683       229,159     193,800
                                            -------       -------     -------
           Total liabilities and
            stockholders' equity         $2,023,563    $1,957,400  $1,928,186
                                         ==========    ==========  ==========



    Consolidated Statements of Income (Unaudited)
    First Defiance Financial Corp.
                                      Three Months Ended   Six Months Ended
                                           June 30,            June 30,
    (in thousands, except per              --------            --------
     share amounts)                     2009     2008       2009     2008
    -------------------------           ----     ----       ----     ----
    Interest Income:
         Loans                        $23,086  $24,506    $46,463  $47,319
         Investment securities          1,474    1,462      2,966    2,947
         Interest-bearing deposits         33       15         47      113
         FHLB stock dividends             229      254        468      497
                                          ---      ---        ---      ---
    Total interest income              24,822   26,237     49,944   50,876
    Interest Expense:
         Deposits                       6,859    7,522     14,042   16,193
         FHLB advances and other        1,279    1,545      2,598    3,200
         Subordinated debentures          369      456        795      984
         Notes Payable                    136      468        293      662
                                          ---      ---        ---      ---
    Total interest expense              8,643    9,991     17,728   21,039
                                        -----    -----     ------   ------
    Net interest income                16,179   16,246     32,216   29,837
    Provision for loan losses           3,965    2,797      6,711    3,855
                                        -----    -----      -----    -----
    Net interest income after
     provision for loan losses         12,214   13,449     25,505   25,982
    Non-interest Income:
         Service fees and other
          charges                       3,326    3,417      6,412    6,039
         Mortgage banking income        3,983    1,501      6,697    2,616
         Gain on sale of non-
          mortgage loans                   45        8        100       43
         Loss on securities              (750)    (432)    (1,422)    (513)
         Insurance and investment
          sales commissions             1,293    1,267      2,816    3,202
         Trust income                     103      118        205      229
         Income from Bank Owned
          Life Insurance                   78      254        137      527
         Other non-interest income        281       17        218       22
                                          ---       --        ---       --
    Total Non-interest Income           8,359    6,150     15,163   12,165
    Non-interest Expense:
         Compensation and benefits      7,585    7,318     14,950   14,441
         Occupancy                      1,924    1,944      4,041    3,613
         FDIC insurance premium         1,497      431      2,064      465
         State franchise tax              596      513      1,097    1,007
         Acquisition related charges        -      262          -    1,012
         Data processing                1,176    1,134      2,230    2,163
         Amortization of intangibles      355      420        746      611
         Other non-interest expense     3,000    3,493      6,001    5,679
                                        -----    -----      -----    -----
    Total Non-interest Expense         16,133   15,515     31,129   28,991
                                       ------   ------     ------   ------
    Income before income taxes          4,440    4,084      9,539    9,156
    Income taxes                        1,539    1,349      3,230    3,002
                                        -----    -----      -----    -----
    Net Income                         $2,901   $2,735     $6,309   $6,154
                                       ======   ======     ======   ======

                                         ----       --       ----       --
    Dividends Accrued on Preferred
     Shares                              (468)       -       (930)       -
    Accretion on Preferred Shares         (40)       -        (78)       -
                                          ===       ==        ===       ==

                                       ------   ------     ------   ------
    Net Income Applicable to Common
     Shares                            $2,393   $2,735     $5,301   $6,154
                                       ======   ======     ======   ======

    Earnings per common share:
        Basic                           $0.29    $0.34      $0.65    $0.80
        Diluted                         $0.29    $0.34      $0.65    $0.80

    Core operating earnings per
     common share*:
         Basic                          $0.29    $0.36      $0.65    $0.89
         Diluted                        $0.29    $0.36      $0.65    $0.88

    Average Shares Outstanding:
         Basic                          8,117    8,094      8,117    7,662
         Diluted                        8,123    8,126      8,117    7,701

    * - See Non-GAAP Disclosure Reconciliations



    Financial Summary and Comparison
    First Defiance Financial Corp.
                                  (Unaudited)                 (Unaudited)
                               Three Months Ended          Six Months Ended
                                   June 30,                    June 30,
    (dollars in thousands,         --------                    --------
     except per share                         %                           %
     data)                 2009     2008    change     2009     2008    change
    ---------------------- ----     ----    ------     ----     ----    ------
    Summary of Operations

    Tax-equivalent interest
     income (1)           25,117   26,453    (5.1)    50,496   51,296    (1.6)
    Interest expense       8,643    9,991   (13.5)    17,728   21,039   (15.7)
    Tax-equivalent
     net interest
     income (1)           16,474   16,462     0.1     32,768   30,257     8.3
    Provision for loan
     losses                3,965    2,797    41.8      6,711    3,855    74.1
    Tax-equivalent
     NII after
     provision for
     loan loss (1)        12,509   13,665    (8.5)    26,057   26,402    (1.3)
    Securities
     losses                 (750)    (432)   73.6     (1,422)    (513)  177.2
    Non-interest
     income-excluding
     securities losses     9,109    6,582    38.4     16,585   12,678    30.8
    Non-interest
     expense              16,133   15,515     4.0     31,129   28,991     7.4
    Non-interest
     expense-excluding
     non-core charges     16,133   15,253     5.8     31,129   27,979    11.3
    One time
     acquisition
     related charges           -      262      NM          -    1,012      NM
    Income taxes           1,539    1,349    14.1      3,230    3,002     7.6
    Net Income             2,901    2,735     6.1      6,309    6,154     2.5
    Dividends Declared
     on Preferred
     Shares                 (468)       -      NM       (930)       -      NM
    Accretion on
     Preferred Shares        (40)       -      NM        (78)       -      NM
    Net Income
     Applicable to
     Common Shares         2,393    2,735   (12.5)     5,301    6,154   (13.9)
    Core operating
     earnings (2)          2,901    2,905    (0.1)     6,309    6,812    (7.4)
    Tax equivalent
     adjustment (1)          295      216    36.6        552      420    31.4
    ---------------          ---      ---    ----        ---      ---    ----
    At Period End
    Assets             2,023,563 1,928,925    4.9
    Earning assets     1,846,689 1,736,238    6.4
    Loans              1,610,460 1,582,751    1.8
    Allowance for loan
     losses               25,840   20,578    25.6
    Deposits           1,553,144 1,427,141    8.8
    Stockholders'
     equity              232,683  194,280    19.8
    -------------        -------  -------    ----
    Average Balances
    Assets             2,027,760 1,898,165    6.8  2,006,373 1,771,801   13.2
    Earning assets     1,828,272 1,689,398    8.2  1,805,144 1,582,640   14.1
    Deposits and
     interest-bearing
     liabilities       1,778,848 1,678,026    6.0  1,757,890 1,561,570   12.6
    Loans              1,592,513 1,544,409    3.1  1,594,553 1,435,438   11.1
    Deposits           1,552,533 1,423,266    9.1  1,533,295 1,329,810   15.3
    Stockholders'
     equity              231,397  195,845    18.2    230,748  183,769    25.6
    Stockholders'
     equity /assets        11.41%   10.32%   10.6      11.50%   10.37%   10.9
    ---------------        -----    -----    ----      -----    -----    ----
    Per Common Share Data
    Net Income
         Basic             $0.29    $0.34   (14.7)     $0.65    $0.80   (18.8)
         Diluted            0.29     0.34   (14.7)      0.65     0.80   (18.8)
    Core operating
     earnings (2)
         Basic             $0.29    $0.36   (17.9)     $0.65    $0.89   (26.5)
         Diluted            0.29     0.36   (17.6)      0.65     0.88   (26.2)
    Dividends              0.085     0.26   (67.3)     0.255     0.52   (51.0)
    Market Value:
         High             $14.25   $20.00   (28.8)    $14.25   $22.51   (36.7)
         Low                6.10    15.90   (61.6)      3.76    15.90   (76.4)
         Close             13.00    16.01   (18.8)     13.00    16.01   (18.8)
    Book Value             24.10    23.93     0.7      24.10    23.93     0.7
    Tangible Book Value    16.19    15.89     1.9      16.19    15.89     1.9
    Shares
     outstanding,
     end of period
     (000)                 8,118    8,118    (0.0)     8,118    8,118    (0.0)
    --------------         -----    -----    ----      -----    -----    ----
    Performance Ratios
     (annualized)
    Tax-equivalent
     net interest
     margin (1)             3.61%    3.92%   (7.9)      3.66%    3.85%   (5.0)
    Return on average
     assets -GAAP           0.57%    0.58%   (1.1)      0.63%    0.70%   (9.4)
    Return on average
     assets -Core
     Operating              0.57%    0.62%   (7.4)      0.63%    0.77%  (17.6)
    Return on average
     equity-GAAP            5.03%    5.62%  (10.5)      5.51%    6.73%  (18.1)
    Return on average
     equity-Core
     Operating              5.03%    5.97%  (15.8)      5.51%    7.45%  (26.0)
    Efficiency ratio
     (3) -GAAP             63.06%   67.33%   (6.3)     63.07%   67.52%   (6.6)
    Efficiency ratio
     (3) -Core Operating   63.06%   66.19%   (4.7)     63.07%   65.17%   (3.2)
    Effective tax rate     34.66%   33.03%    4.9      33.86%   32.79%    3.3
    Dividend payout
     ratio (basic)         29.31%   76.47%  (61.7)     39.23%   65.00%  (39.6)
    ---------------        -----    -----   -----      -----    -----   -----

    (1) Interest income on tax-exempt securities and loans has been adjusted
        to a tax-equivalent basis using the statutory federal income tax rate
        of 35%
    (2) Core operating earnings = Net income plus after tax effect of
        acquisition related and other one-time charges.  See Non-GAAP
        Disclosure Reconciliation.
    (3) Efficiency ratio = Non-interest expense divided by sum of tax-
        equivalent net interest income plus non-interest income, excluding
        securities gains or losses, net and asset sales gains, net.
    NM  Percentage change not meaningful



    Non-GAAP Disclosure Reconciliations
    First Defiance Financial Corp.
    Management believes that the presentation of the non-GAAP financial
    measures in this release assists investors when comparing results period-
    to-period in a more meaningful and consistent manner and provides a better
    measure of results for First Defiance's ongoing operations.

    Core operating earnings are net income adjusted to exclude discontinued
    operations, merger, integration and restructuring expenses and the results
    of certain significant transactions not representative of ongoing
    operations.


                                         Three Months Ended  Six Months Ended
    Core Operating Earnings                   June 30,          June 30,
                                              --------          --------
    (dollars in thousands, except per
     share data)                            2009    2008      2009    2008
    ---------------------------------       ----    ----      ----    ----
    Net Income                             $2,901  $2,735    $6,309  $6,154

      Acquisition related charges               -     262         -   1,012
      Tax effect                                -     (92)        -    (354)
                                              ---     ---       ---    ----
    After-tax non-operating items               -     170         -     658
                                              ---     ---       ---     ---
    Core operating earnings                $2,901  $2,905    $6,309  $6,812
                                           ======  ======    ======  ======

    Acquisition related charges in 2008 reflect charges associated with the
    acquisition of Pavilion Bancorp.

    Core operating earnings is used as the numerator to calculate core
    operating return on average assets, core operating return on average
    equity and core operating earnings per share. Additionally, non-operating
    items are deducted from non-interest expense in the numerator and non-
    interest income in the denominator of the core operating efficiency ratio
    disclosed in the tables. Comparable information on a GAAP basis is also
    provided in the tables.

    ----------------------------
    Income from Mortgage Banking

    Revenue from sales and servicing of mortgage loans consisted of the
    following:
                                          Three Months Ended  Six Months Ended
                                               June 30,          June 30,
                                               --------          --------
    (dollars in thousands)                   2009    2008      2009    2008
    ----------------------                   ----    ----      ----    ----

    Gain from sale of mortgage loans        $2,922  $1,041    $5,735  $2,184
    Mortgage loan servicing revenue
     (expense):
      Mortgage loan servicing revenue          695     682     1,384   1,148
      Amortization of mortgage servicing
       rights                               (1,154)   (389)   (2,111)   (740)
      Mortgage servicing rights valuation
       adjustments                           1,520     167     1,689      24
                                             -----     ---     -----      --
                                             1,061     460       962     432
                                             -----     ---       ---     ---
    Total revenue from sale and servicing
     of mortgage loans                      $3,983  $1,501    $6,697  $2,616
                                            ======  ======    ======  ======



    Yield Analysis
    First Defiance Financial Corp.

                                       Three Months Ended June 30,
                           --------------------------------------------------
                                     2009                       2008
                           -----------------------    -----------------------
                                              Yield                      Yield
                           Average  Interest  Rate    Average  Interest  Rate
                           Balance     (1)    (2)     Balance     (1)    (2)
    Interest-earning
     assets:
       Loans receivable  $1,592,513  $23,116  5.82% $1,544,409  $24,536  6.39%
       Securities           130,663    1,739  5.26%    121,506    1,648  5.42%
       Interest Bearing
        Deposits             83,720       33  0.16%      2,616       15  2.31%
       FHLB stock            21,376      229  4.30%     20,867      254  4.90%
                             ------      ---            ------      ---
       Total interest-
        earning assets    1,828,272   25,117  5.50%  1,689,398   26,453  6.29%
       Non-interest-
        earning assets      199,488                    208,767
                            -------                    -------
    Total assets         $2,027,760                 $1,898,165
                         ==========                 ==========
    Deposits and
     Interest-bearing
     liabilities:
       Interest bearing
        deposits         $1,377,317   $6,859  2.00% $1,252,165   $7,522  2.42%
       FHLB advances
        and other           146,951    1,279  3.49%    164,811    1,545  3.77%
       Other Borrowings      43,122      136  1.27%     53,724      468  3.50%
       Subordinated
        debentures           36,242      369  4.08%     36,225      456  5.06%
                             ------      ---            ------      ---
       Total interest-
        bearing
        liabilities       1,603,632    8,643  2.16%  1,506,925    9,991  2.67%
       Non-interest
        bearing deposits    175,216        -     -     171,101        -     -
                            -------      ---           -------      ---
    Total including
     non-interest-
     bearing demand
     deposits             1,778,848    8,643  1.95%  1,678,026    9,991  2.39%
    Other non-
     interest-bearing
     liabilities             17,515                     24,294
                             ------                     ------
    Total liabilities     1,796,363                  1,702,320
       Stockholders'
        equity              231,397                    195,845
                            -------                    -------
    Total liabilities
     and stockholders'
     equity              $2,027,760                 $1,898,165
                         ==========  -------        ==========  -------
    Net interest
     income; interest
     rate spread                     $16,474  3.34%             $16,462  3.62%
                                     =======  ====              =======  ====
    Net interest
     margin (3)                               3.61%                      3.91%
                                              ====                       ====
    Average
     interest-earning
     assets to average
     interest bearing
     liabilities                               114%                       112%
                                               ===                        ===



                                       Six Months Ended June 30,
                           --------------------------------------------------
                                     2009                       2008
                           -----------------------    -----------------------
                                              Yield                      Yield
                           Average  Interest  Rate    Average  Interest  Rate
                           Balance     (1)    (2)     Balance     (1)    (2)
    Interest-earning
     assets:
       Loans receivable  $1,594,553  $46,521  5.88% $1,435,438  $47,363  6.64%
       Securities           124,988    3,460  5.51%    119,112    3,323  5.60%
       Interest Bearing
        Deposits             64,227       47  0.15%      8,352      113  2.72%
       FHLB stock            21,376      468  4.42%     19,738      497  5.06%
                             ------      ---            ------      ---
       Total interest-
        earning assets    1,805,144   50,496  5.61%  1,582,640   51,296  6.52%
       Non-interest-
        earning assets      201,229                    189,161
                            -------                    -------
    Total assets         $2,006,373                 $1,771,801
                         ==========                 ==========
    Deposits and
     Interest-bearing
     liabilities:
       Interest bearing
        deposits         $1,362,747  $14,042  2.08% $1,181,938  $16,193  2.76%
       FHLB advances
        and other           147,021    2,598  3.56%    155,666    3,200  4.13%
       Other Borrowings      41,327      293  1.43%     39,841      662  3.34%
       Subordinated
        debentures           36,247      795  4.41%     36,253      984  5.46%
                             ------      ---            ------      ---
       Total interest-
        bearing
        liabilities       1,587,342   17,728  2.25%  1,413,698   21,039  2.99%
       Non-interest
        bearing deposits    170,548        -     -     147,872        -     -
                            -------      ---           -------      ---
    Total including
     non-interest-
     bearing demand
     deposits             1,757,890   17,728  2.03%  1,561,570   21,039  2.71%
    Other non-
     interest-bearing
     liabilities             17,735                     26,462
                             ------                     ------
    Total liabilities     1,775,625                  1,588,032
       Stockholders'
        equity              230,748                    183,769
                            -------                    -------
    Total liabilities
     and stockholders'
     equity              $2,006,373                 $1,771,801
                         ==========  -------        ==========  -------
    Net interest
     income; interest
     rate spread                     $32,768  3.36%             $30,257  3.53%
                                     =======  ====              =======  ====
    Net interest
     margin (3)                               3.66%                      3.84%
                                              ====                       ====
    Average
     interest-earning
     assets to average
     interest bearing
     liabilities                               114%                       112%
                                               ===                        ===


    (1) Interest on certain tax exempt loans and securities is not taxable for
        Federal income tax purposes.  In order to compare the tax-exempt
        yields on these assets to taxable yields, the interest earned on these
        assets is adjusted to a pre-tax equivalent amount based on the
        marginal corporate federal income tax rate of 35%.
    (2) Annualized
    (3) Net interest margin is net interest income divided by average
        interest-earning assets.



    Selected Quarterly Information
    First Defiance Financial Corp.

    (dollars in thousands, except per share data)

                      2nd Qtr     1st Qtr     4th Qtr     3rd Qtr     2nd Qtr
                       2009        2009        2008        2008        2008
                     --------    --------    --------    --------    --------
    Summary of
     Operations
    Tax-equivalent
     interest
     income (1)       $25,117     $25,379     $26,188     $26,876     $26,453
    Interest
     expense            8,643       9,085       9,952      10,277       9,991
    Tax-equivalent
     net interest
     income (1)        16,474      16,294      16,236      16,599      16,462
    Provision for loan
     losses             3,965       2,746       3,824       4,907       2,797
    Tax-equivalent
     NII after
     provision
     for loan
     losses (1)        12,509      13,548      12,412      11,692      13,665
    Investment
     securities
     gains (losses)      (750)       (672)       (596)     (2,051)       (432)
    Non-interest
     income
     (excluding
     securities
     gains/losses)      9,109       7,476       3,360       6,191       6,582
    Non-interest
     expense           16,133      14,996      13,571      15,233      15,515
    Acquisition
     and other on-
     time charges           -           -          85          20         262
    Income taxes        1,539       1,691         482          44       1,349
    Net income          2,901       3,408         880         322       2,735
    Dividends
     Declared on
     Preferred Shares    (468)       (463)       (134)          -           -
    Accretion on
     Preferred
     Shares               (40)        (38)        (11)          -           -
    Net Income
     Applicable
     to Common Shares   2,393       2,907         735         322       2,735
    Core
     operating
     earnings (2)       2,901       3,408         935         335       2,905
    Tax
     equivalent
     adjustment (1)       295         257         243         233         216
    ---------------       ---         ---         ---         ---         ---
    At Period End
    Total assets   $2,023,563  $2,010,662  $1,957,400  $1,922,026  $1,928,925
    Earning assets  1,846,689   1,838,397   1,773,204   1,741,438   1,736,238
    Loans           1,610,460   1,585,897   1,617,235   1,596,327   1,582,751
    Allowance
     for loan
     losses            25,840      25,694      24,592      23,445      20,578
    Deposits        1,553,144   1,540,235   1,469,912   1,435,804   1,427,141
    Stockholders'
     equity           232,683     230,608     229,159     189,676     194,280
    Stockholders'
     equity /
     assets             11.50%      11.47%      11.71%       9.87%      10.07%
    Goodwill           56,585      56,585      56,585      56,830      56,111
    ---------          ------      ------      ------      ------      ------
    Average
     Balances
    Total assets   $2,027,760  $1,984,985  $1,938,461  $1,928,987  $1,898,165
    Earning
     assets         1,828,272   1,782,019   1,730,284   1,727,343   1,689,398
    Deposits and
     interest-
     bearing
     liabilities    1,778,848   1,736,933   1,718,315   1,712,212   1,678,026
    Loans           1,592,513   1,596,592   1,591,144   1,585,489   1,544,409
    Deposits        1,552,533   1,514,059   1,466,366   1,437,273   1,423,266
    Stockholders'
     equity           231,397     230,099     201,499     194,452     195,845
    Stockholders'
     equity /
     assets             11.41%      11.59%      10.39%      10.08%      10.32%
    -------------       -----       -----       -----       -----       -----
    Per Common
     Share Data
    Net Income:
      Basic             $0.29       $0.36       $0.09       $0.04       $0.34
      Diluted            0.29        0.36        0.09        0.04        0.34
    Core operating
     earnings (2)
      Basic              0.29        0.36        0.10        0.04        0.36
      Diluted            0.29        0.36        0.10        0.04        0.36
    Dividends           0.085        0.17        0.17        0.26        0.26
    Market Value:
      High             $14.25       $8.95      $14.50      $17.66      $20.00
      Low                6.10        3.76        6.00       10.00       15.90
      Close             13.00        6.08        7.73       11.01       16.01
    Book Value          24.10       23.85       23.67       23.37       23.93
    Shares
     outstanding,
     end of period
     (in thousands)     8,118       8,117       8,117       8,117       8,118
    ---------------     -----       -----       -----       -----       -----
    Performance Ratios
     (annualized)
    Tax-equivalent
     net interest
     margin (1)          3.61%       3.71%       3.72%       3.81%       3.91%
    Return on
     average
     assets -
     GAAP                0.57%       0.70%       0.18%       0.07%       0.58%
    Return on
     average
     assets -
     Core
     Operating           0.57%       0.70%       0.19%       0.07%       0.62%
    Return on
     average
     equity-
     GAAP                5.03%       6.02%       1.74%       0.66%       5.62%
    Return on
     average
     equity-Core
     Operating           5.03%       6.02%       1.85%       0.69%       5.97%
    Efficiency
     ratio (3) -
     GAAP               63.06%      63.09%      69.25%      66.84%      67.33%
    Efficiency
     ratio (3) -
     Core
     Operating          63.06%      63.09%      68.82%      66.75%      66.19%
    Effective
     tax rate           34.66%      33.16%      35.39%      12.02%      33.03%
    Common
     dividend
     payout ratio
     (basic)            29.31%      47.22%     188.89%     650.00%      76.47%
    -------------       -----       -----      ------      ------       -----
    (1) Interest income on tax-exempt securities and loans has been adjusted
        to a tax-equivalent basis using the statutory federal income tax rate
        of 35%
    (2) See Non-GAAP Disclosure Reconciliation
    (3) Efficiency ratio = Non-interest expense divided by sum of tax-
        equivalent net interest income plus non-interest income, excluding
        securities gains, net and asset sales gains, net.



    Selected Quarterly Information
    First Defiance Financial Corp.

    (dollars in thousands, except per share data)

                      2nd Qtr     1st Qtr     4th Qtr     3rd Qtr     2nd Qtr
                       2009        2009        2008        2008        2008
                     --------    --------    --------    --------    --------
    Loan Portfolio
     Composition
    One to four
     family
     residential
     real estate     $238,000    $241,119    $251,807    $250,244    $251,887
    Construction       44,670      50,534      72,938      75,822      83,279
    Commercial real
     estate           768,636     764,841     755,740     746,676     731,472
    Commercial        382,434     350,070     356,574     353,453     351,812
    Consumer
     finance           38,074      38,676      41,012      41,964      41,251
    Home equity and
     improvement      151,213     156,668     161,106     158,992     153,715
                      -------     -------     -------     -------     -------
    Total loans     1,623,027   1,601,908   1,639,177   1,627,151   1,613,416
    Less:
       Loans in
        process        11,602      14,954      20,892      29,794      29,585
       Deferred loan
        origination
        fees              965       1,057       1,050       1,030       1,080
      Allowance for
       loan loss       25,840      25,694      24,592      23,445      20,578
                       ------      ------      ------      ------      ------
    Net Loans      $1,584,620  $1,560,203  $1,592,643  $1,572,882  $1,562,173
                   ==========  ==========  ==========  ==========  ==========

    -------------
    Allowance for
     loan loss
     activity
    Beginning
     allowance         25,694      24,592     $23,445     $20,578     $18,556
    Provision for
     loan losses        3,965       2,746       3,824       4,907       2,797
    Reserve from
     acquisitions           -           -           -         121          38
       Credit loss
        charge-
        offs:
         One to four
          family
          residential
          real estate     505         148         369         478         281
         Commercial
          real estate   2,066         669       1,480       1,495         319
         Commercial       950         702         593           -         220
         Consumer
          finance          83         123         224          73          56
         Home equity
          and
          improvement     301         130          57         216          18
                          ---         ---          --         ---          --
    Total charge-
     offs               3,905       1,772       2,723       2,262         894
    Total
     recoveries            86         128          46         101          81
                           --         ---          --         ---          --
    Net charge-offs
     (recoveries)       3,819       1,644       2,677       2,161         813
                        -----       -----       -----       -----         ---
    Ending
     allowance        $25,840     $25,694     $24,592     $23,445     $20,578
                      =======     =======     =======     =======     =======

    --------------
    Credit Quality
    Non-accrual
     loans            $35,528     $29,473     $28,017     $24,630     $17,727
    Restructured
     loans,
     accruing           4,845       7,199       6,250         905           -
                        -----       -----       -----       -----       -----
        Total non-
        performing
        loans (1)      40,373      36,672      34,267      25,535      17,727
    Real estate
     owned (REO)        8,567       7,839       7,000       4,776       3,158
                        -----       -----       -----       -----       -----
        Total non-
        performing
        assets (2)    $48,940     $44,511     $41,267     $30,311     $20,885
                      =======     =======     =======     =======     =======
    Net charge-offs     3,819       1,644       2,677       2,161         813

    Allowance for
     loan losses /
     loans               1.60%       1.62%       1.52%       1.47%       1.30%
    Allowance for
     loan losses /
     non-performing
     assets             52.80%      57.73%      59.59%      77.35%      98.53%
    Allowance for
     loan losses /
     non-performing
     loans              64.00%      70.06%      71.77%      91.82%     116.08%
    Non-performing
     assets /loans
     plus REO            3.02%       2.79%       2.54%       1.89%       1.32%
    Non-performing
     assets /total
     assets              2.42%       2.21%       2.11%       1.57%       1.08%
    Net charge-offs /
     average loans
     (annualized)        0.96%       0.41%       0.67%       0.56%       0.21%

    ---------
    Deposit
     Balances
    Non-interest-
     bearing demand
     deposits        $180,035    $163,855    $176,063    $158,139    $181,034
    Interest-
     bearing demand
     deposits and
     money market     456,177     413,104     374,488     365,251     401,401
    Savings
     deposits         135,821     132,590     132,145     145,019     146,697
    Retail time
     deposits less
     than $100,000    568,595     608,811     578,245     557,643     514,209
    Retail time
     deposits
     greater than
     $100,000         165,401     171,588     170,485     177,848     163,614
    National/
     Brokered time
     deposits          47,115      50,287      38,486      31,904      20,186
                       ------      ------      ------      ------      ------
    Total deposits $1,553,144  $1,540,235  $1,469,912  $1,435,804  $1,427,141
                   ==========  ==========  ==========  ==========  ==========

     (1) Non-performing loans consist of non-accrual loans that are
         contractually past due 90 days or more and loans that are deemed
         impaired under the criteria of FASB Statement No. 114.
     (2) Non-performing assets are non-performing loans plus real estate and
         other assets acquired by foreclosure or deed-in-lieu thereof.





    Loan Delinquency Information
    First Defiance Financial Corp.

                                                                Troubled
                                             30 to 89   Non     Debt
    (dollars in          Total               days past  Accrual Restruct-
     thousands)          Balance    Current  due        Loans   uring
    -----------          -------    -------  ---------  ------- ---------
    June 30, 2009
    -------------
    One to four family
     residential real
     estate              $238,000   $224,165    $5,594   $5,541    $3,019
    Construction           44,670     44,416       194       60         -
    Commercial real
     estate               768,636    726,778    13,212   25,672     1,769
    Commercial            382,434    374,761     3,781    3,589        57
    Consumer finance       38,074     37,595       440       39         -
    Home equity and
     improvement          151,213    147,975     2,611      627         -
                          -------    -------     -----      ---        --
    Total loans        $1,623,027 $1,555,690   $25,832  $35,528    $4,845
                       ========== ==========   =======  =======    ======

    March 31, 2009
    --------------
    One to four family
     residential real
     estate              $241,119   $230,751    $4,201   $6,167    $1,333
    Construction           50,534     50,112       297      125         -
    Commercial real
     estate               764,841    733,251    13,140   18,450     4,474
    Commercial            350,070    342,951     3,111    4,008     1,369
    Consumer finance       38,676     38,318       301       57         -
    Home equity and
     improvement          156,668    153,206     2,796      666        23
                          -------    -------     -----      ---        --
    Total loans        $1,601,908 $1,548,589   $23,846  $29,473    $7,199
                       ========== ==========   =======  =======    ======

    December 31, 2008
    -----------------
    One to four family
     residential real
     estate              $251,807   $242,547    $4,676   $4,584    $1,101
    Construction           72,938     72,814        52       72         -
    Commercial real
     estate               755,740    730,355     5,406   19,979     2,205
    Commercial            356,574    352,022     1,671    2,881     2,944
    Consumer finance       41,012     40,428       515       69         -
    Home equity and
     improvement          161,106    155,650     5,024      432         -
                          -------    -------     -----      ---        --
    Total loans        $1,639,177 $1,593,816   $17,344  $28,017    $6,250
                       ========== ==========   =======  =======    ======


    June 30, 2008
    -------------
    One to four family
     residential real
     estate              $251,887   $243,444    $2,870   $5,573        $-
    Construction           83,279     80,372     1,766    1,141         -
    Commercial real
     estate               731,472    710,980    11,230    9,262         -
    Commercial            351,812    347,020     3,899      893         -
    Consumer finance       41,251     40,714       352      185         -
    Home equity and
     improvement          153,715    151,217     1,825      673         -
                          -------    -------     -----      ---        --
    Total loans        $1,613,416 $1,573,747   $21,942  $17,727        $-
                       ========== ==========   =======  =======        ==

SOURCE First Defiance Financial Corp.

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