First Defiance Announces 2009 Third Quarter Earnings

October 19, 2009 7:20 PM EDT

DEFIANCE, Ohio, Oct. 19 /PRNewswire-FirstCall/ -- First Defiance Financial Corp. (Nasdaq: FDEF) today announced that net income for its third quarter ended September 30, 2009 totaled $329,000, or ($0.02) per diluted common share, compared to $322,000 or $0.04 per diluted common share for the quarter ended September 30, 2008.

For the nine month period ended September 30, 2009, First Defiance earned $6.6 million or $0.63 per diluted common share compared to $6.5 million or $0.83 per diluted common share for the nine month period ended September 30, 2008. Excluding the after-tax cost of $700,000 of acquisition-related charges from the 2008 results, First Defiance earned $7.1 million or $0.91 per diluted common share for the first nine months of 2008.

"The impact of the economic environment continues to be reflected in our results for the third quarter," said William J. Small, Chairman, President, and Chief Executive Officer of First Defiance Financial Corp. "Most core operating metrics were again very solid; however, higher provision expense and additional expenses related to collections and OREO had a negative effect on earnings. Through all of this, net income remained flat with the third quarter 2008 due primarily to better net interest margin and a larger loan base this year compared to September 30, 2008."

Credit Quality

The third quarter 2009 results include expense for provision for loan losses of $8.1 million, compared with $4.9 million in the same period in 2008 and $4.0 million in the second quarter of 2009. "In light of the continued environment of high unemployment, as well as the continued uncertainty of the commercial real estate market, we believe it is prudent to build general reserves," said Small. "This decision drove the provision expense increase in the third quarter." The allowance for loan loss as a percentage of average total loans increased to 1.92% at September 30, 2009 from 1.60% at June 30, 2009 and 1.47% at September 30, 2008.

Non-performing loans totaled $40.1 million at September 30, 2009, down slightly from $40.4 million at June 30, 2009. The September 30, 2009 balance included $35.5 million of loans that are on non-accrual or 90 days past due and another $4.6 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 $9.4 million of Real Estate Owned at September 30, 2009. For the third quarter of 2009, First Defiance recorded net charge-offs of $2.6 million, which represented 0.66% of average loans outstanding (annualized) for the quarter, down from 0.96% in the second quarter of 2009.

"Asset quality continues to be a drag on earnings in this economy," Small said. "However, our delinquency numbers improved in the third quarter over the second quarter results and we hope this indicates a positive trend. We also saw a reduction in charge-offs in the linked quarters. We continue to devote significant resources to the monitoring and early recognition of any weaknesses in the portfolio. While we are not seeing new specific loan problems arise in the portfolio, we are focused on the overall economic environment we are operating in. The overall reserve build was appropriate based on our general view regarding the near term direction of the economy."

Investment Portfolio

The Other-Than-Temporary Impairment (OTTI) charge recognized by First Defiance in the third quarter of 2009 totaled $994,000. The OTTI charge for the quarter related to one security with a book value of $163,000 at June 30, 2009, which was written down to zero in the third quarter, and four other Trust Preferred Collateralized Debt Obligations (CDOs) with a remaining book value of $2.2 million. First Defiance also has another 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 $170,000 at September 30, 2009, which has seen positive upward movement in its discounted cash flows and resulted in no additional OTTI charge for the current and previous quarter. OTTI charges are due to the deterioration of the underlying collateral and relate to the credit component of the security.

First Defiance also has other Trust Preferred CDO investments with a total book value of $2.9 million and market value of $1.2 million at September 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 increased to $17.6 million in the third quarter of 2009 compared to $16.4 million in the 2008 third quarter, and was up from $16.2 million for the second quarter of 2009. Net interest margin was 3.88% for the 2009 third quarter compared to 3.61% in the second quarter of 2009 and 3.81% in the third quarter of 2008. Yield on interest earning assets declined by 58 basis points, to 5.60% in the third quarter of 2009 from 6.18% in the 2008 third quarter while the cost of interest-bearing liabilities and non-interest-bearing demand deposits decreased by 62 basis points, to 1.77% from 2.39%.

"Our disciplined pricing strategy resulted in the improved net interest margin," said Small. "We will continue to focus on managing the margin and adjusting our pricing strategy in this challenging rate environment."

Non-Interest Income

Non-interest income for the 2009 third quarter increased to $5.6 million from $4.1 million in the third quarter of 2008. Loss on investment securities, net of gains of $154,000, for the third quarter of 2009 was $840,000, which included $994,000 of OTTI charges compared with a loss of $2.1 million in the third quarter of 2008 related to OTTI charges. Mortgage banking income decreased to $980,000 in the third quarter of 2009, from $1.0 million for the same period in 2008. Gains from the sale of mortgage loans increased in the third quarter of 2009 to $1.5 million from $624,000 in the third quarter of 2008. Mortgage loan servicing revenue increased slightly for the 2009 third quarter compared to 2008. The increases in gains and servicing revenue were offset by expense increases of $246,000 for the amortization of mortgage servicing rights and increases of $736,000 for valuation adjustments.

First Defiance recorded a charge of $772,000 on mortgage servicing rights (MSR) valuation adjustment in the third quarter of 2009 compared with a charge of $36,000 in the third quarter of 2008. The MSR valuation adjustment is a reflection of the decrease in the fair value of certain sectors of the Company's portfolio of mortgage servicing rights.

"Other Than Temporary Impairment charges and the adjustment to the valuation of the mortgage servicing rights more than offset the large increase in the gain on sale of mortgages this quarter, but we increased non-interest income $1.5 million over the third quarter 2008," commented Small. "We did see a reduction in mortgage originations compared to the first two quarters of 2009, a trend we expect to continue, but originations are still ahead of the 2008 pace."

Non-Interest Expenses

Total non-interest expense was $14.8 million for the quarter ended September 30, 2009, a decrease from the $15.2 million of non-interest expense, which included $20,000 of acquisition related charges recognized in the 2008 third quarter.

Compensation and benefits decreased by $1.4 million or 18%, compared to 2008 third quarter. The decrease is primarily due to adjustments in performance based variable compensation. FDIC insurance expense increased to $649,000 in the third quarter of 2009 from $327,000 in the same period of 2008 as a result of the FDIC rate increases and higher insured deposits. Other non-interest expense increased to $3.7 million in the third quarter of 2009 from $2.8 million in the third quarter of 2008. Credit, collection and OREO-related costs increased $777,000 over the third quarter of 2008. Deferred compensation expense increased $462,000 from the third quarter of 2008. These increases were partially offset by decreases in marketing, credit card servicing charges and miscellaneous other operating expenses.

Year-To-Date Results

For the nine month period ended September 30, 2009, net interest income totaled $49.8 million, compared with $46.2 million in the first nine months of 2008. Average interest-earning assets increased to $1.81 billion for the nine months of 2009 compared to $1.63 billion for the first nine months of 2008. Net interest margin for the first nine months of 2009 was 3.73%, down 10 basis points from the 3.83% margin reported in the nine month period ended September 30, 2008.

The provision for loan losses for the nine months of 2009 was $14.8 million, compared to $8.8 million recorded during the first nine months of 2008.

Non-interest income for the first nine months of 2009 was $20.7 million compared to $16.3 million during the same period of 2008. Most of the non-interest income increase was in mortgage banking, which increased 112% to $7.7 million for the first nine months of 2009 compared to $3.6 million in the first nine months of 2008. In addition, service fees and other charges were $10.0 million for the first nine months of 2009 compared to $9.8 million during the first nine months of 2008. Non-interest income for the first nine month period of 2009 was reduced by $2.5 million of OTTI charges recognized for impaired investment securities.

Non-interest expense increased to $45.9 million for the first nine months of 2009 from $44.2 million in 2008. Excluding one-time acquisition-related charges of $1.0 million, non-interest expense was $43.2 million for the first nine months of 2008. For the nine months ending September 30, 2009 compared to the same period in 2008, FDIC insurance expense increased by $1.9 million due to increases in the assessment rates, a 2009 special assessment of $900,000 recorded in the second quarter and full utilization early in the 2008 first quarter of credits issued by the FDIC. Credit, collection and OREO-related costs have increased $1.9 million. Year to date 2008 non-interest expense included the $752,000 of expense associated with losses related to a former investment advisor.

"We are proceeding cautiously in this tentative environment," said Small. "We believe that we will see indications of improvement in the national and local economies, but we realize there are still many challenges out there for certain sectors. We also are monitoring the Washington scene for new regulatory initiatives and potential FDIC premium increases and additional assessments."

Total Assets at $2.02 Billion

Total assets at September 30, 2009 were $2.02 billion, compared to $1.96 billion at December 31, 2008. Net loans receivable (excluding loans held for sale) were $1.59 billion at September 30, 2009 compared to $1.59 billion at December 31, 2008. Total cash and cash equivalents were $77.3 million at September 30, 2009 compared with $46.1 million at December 31, 2008, an increase of $31.1 million. Total deposits at September 30, 2009 were $1.54 billion compared to $1.47 billion at December 31, 2008, an increase of $73.2 million. Non-interest bearing deposits at September 30, 2009 were $174.1 million compared to $176.1 million at December 31, 2008. Total stockholders' equity was $234.5 million at September 30, 2009 compared to $229.2 million at the December 31, 2008. Also at September 30, 2009, goodwill and other intangible assets totaled $63.8 million compared to $64.9 million at December 31, 2008.

Conference Call

First Defiance Financial Corp. will host a conference call at 11:00 a.m. (EDT) on Tuesday, October 20th 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=127665.

Audio replay of the Internet Web cast will be available at www.fdef.com until Wednesday November 4th, 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)
                                        Sept. 30,     Dec. 31,    Sept. 30,
    (in thousands)                         2009         2008        2008
    -----------------------------------------------------------------------
    Assets
    Cash and cash equivalents
         Cash and amounts due from
          depository institutions           $30,207     $40,980     $34,230
         Interest-bearing deposits           47,109       5,172         358
                                             ------  ----------------------
                                             77,316      46,152      34,588
    Securities
         Available-for sale, carried
          at fair value                     126,985     117,575     113,036
         Held-to-maturity, carried
          at amortized cost                   1,697         886         978
                                              -----  ----------------------
                                            128,682     118,461     114,014

    Loans                                 1,623,627   1,617,235   1,596,327
    Allowance for loan losses               (31,248)    (24,592)    (23,445)
                                            -------  ----------------------
    Loans, net                            1,592,379   1,592,643   1,572,882
    Loans held for sale                      24,340      10,960       9,363
    Mortgage servicing rights                 8,350       6,611       9,335
    Accrued interest receivable               8,110       7,293       8,672
    Federal Home Loan Bank stock             21,376      21,376      21,376
    Bank Owned Life Insurance                30,585      28,747      29,174
    Office properties and equipment          46,372      47,756      47,379
    Real estate and other assets
     held for sale                            9,352       7,000       4,776
    Goodwill                                 56,585      56,585      56,830
    Core deposit and other
     intangibles                              7,242       8,344       8,771
    Deferred taxes                            1,305         336           -
    Other assets                              6,604       5,136       4,866
                                              -----  ----------------------
         Total Assets                    $2,018,598  $1,957,400  $1,922,026
                                         ==========  ======================

    Liabilities and Stockholders'
     Equity
    Non-interest-bearing deposits          $174,145    $176,063    $158,139
    Interest-bearing deposits             1,368,940   1,293,849   1,277,665
                                          ---------  ----------------------
          Total deposits                  1,543,085   1,469,912   1,435,804
    Advances from Federal Home Loan
     Bank                                   146,937     156,067     173,581
    Notes payable and other
     interest-bearing liabilities            43,280      49,454      70,238
    Subordinated debentures                  36,083      36,083      36,083
    Advance payments by borrowers
     for tax and insurance                      492         652         496
    Deferred taxes                                -           -       1,469
    Other liabilities                        14,192      16,073      14,679
                                             ------  ----------------------
          Total liabilities               1,784,069   1,728,241   1,732,350
    Stockholders' Equity
          Preferred stock-
           including warrants and
           amortization of discount
           on preferred shares               37,000      37,000           -
          Preferred stock discount             (748)       (867)          -
          Common stock, net                     127         127         127
          Common stock warrant                  878         878           -
          Additional paid-in-
           capital                          140,622     140,449     140,360
          Accumulated other
           comprehensive income (loss)          446      (1,904)     (4,933)
          Retained earnings                 128,835     126,114     126,760
          Treasury stock, at cost           (72,631)    (72,638)    (72,638)
                                            -------  ----------------------
          Total stockholders' equity        234,529     229,159     189,676
                                            -------  ----------------------
          Total liabilities and
           stockholders' equity          $2,018,598  $1,957,400  $1,922,026
                                         ==========  ======================



    Consolidated Statements of Income (Unaudited)
    First Defiance Financial Corp.

                                       Three Months Ended  Nine Months Ended
                                          September 30,      September 30,
    (in thousands, except per             -------------      -------------
     share amounts)                       2009     2008     2009     2008
    ------------------------------------------------------------------------
    Interest Income:
         Loans                          $23,766  $24,902  $70,229  $72,220
         Investment securities            1,422    1,435    4,388    4,382
         Interest-bearing deposits           41        5       89      119
         FHLB stock dividends               258      301      726      797
                                            ---      ---      ---      ---
    Total interest income                25,487   26,643   75,432   77,518
    Interest Expense:
         Deposits                         6,163    7,658   20,206   23,851
         FHLB advances and other          1,267    1,603    3,865    4,803
         Subordinated debentures            344      461    1,139    1,445
         Notes Payable                      140      555      433    1,217
                                            ---      ---      ---    -----
    Total interest expense                7,914   10,277   25,643   31,316
                                          -----   ------   ------   ------
    Net interest income                  17,573   16,366   49,789   46,202
    Provision for loan losses             8,051    4,907   14,762    8,761
                                          -----    -----   ------    -----
    Net interest income after
     provision for loan losses            9,522   11,459   35,027   37,441
    Non-interest Income:
         Service fees and other charges   3,577    3,717    9,989    9,756
         Mortgage banking income            980    1,011    7,677    3,627
         Gain on sale of non-mortgage
          loans                             151      134      251      177
         Loss on securities                (840)  (2,051)  (2,262)  (2,564)
         Insurance and investment sales
          commissions                     1,129    1,179    3,945    4,381
         Trust income                       101      114      306      343
         Income from Bank Owned Life
          Insurance                         201      224      338      751
         Other non-interest income          257     (188)     475     (166)
                                            ---     ----      ---     ----
    Total Non-interest Income             5,556    4,140   20,719   16,305
    Non-interest Expense:
         Compensation and benefits        6,551    7,980   21,501   22,421
         Occupancy                        1,860    1,949    5,901    5,562
         FDIC insurance premium             649      327    2,713      792
         State franchise tax                571      533    1,668    1,540
         Acquisition related charges          -       20        -    1,032
         Data processing                  1,100    1,221    3,330    3,384
         Amortization of intangibles        355      424    1,101    1,035
         Other non-interest expense       3,700    2,779    9,701    8,458
                                          -----    -----    -----    -----
    Total Non-interest Expense           14,786   15,233   45,915   44,224
                                         ------   ------   ------   ------
    Income before income taxes              292      366    9,831    9,522
    Income taxes                            (37)      44    3,193    3,046
                                            ---       --    -----    -----
    Net Income                             $329     $322   $6,638   $6,476
                                           ====     ====   ======   ======

                                           ----       --   ------       --
    Dividends Accrued on Preferred
     Shares                                (473)       -   (1,403)       -
    Accretion on Preferred Shares           (40)       -     (118)       -
                                            ===       ==     ====       ==

                                          -----     ----   ------   ------
    Net Income Applicable to Common
     Shares                               $(184)    $322   $5,117   $6,476
                                          =====     ====   ======   ======

    Earnings per common share:
        Basic                            $(0.02)   $0.04    $0.63    $0.83
        Diluted                          $(0.02)   $0.04    $0.63    $0.83

    Core operating earnings per common
     share*:
         Basic                           $(0.02)   $0.04    $0.63    $0.91
         Diluted                         $(0.02)   $0.04    $0.63    $0.91

    Average Shares Outstanding:
         Basic                            8,117    8,113    8,117    7,813
         Diluted                          8,117    8,123    8,172    7,842

    * - See Non-GAAP Disclosure Reconciliations



    Financial Summary and Comparison
    First Defiance Financial Corp.

                             (Unaudited)                   (Unaudited)
                           Three Months Ended            Nine Months Ended
    (dollars in              September 30,                 September 30,
     thousands, except       -------------                 -------------
     per share data)
                       2009      2008  % change     2009       2008  % change
    -------------------------------------------------------------------------
    Summary of
     Operations

    Tax-
     equivalent
     interest
     income (1)       25,796     26,876    (4.0)    76,293     78,171    (2.4)
    Interest
     expense           7,914     10,277   (23.0)    25,643     31,316   (18.1)
    Tax-equivalent
     net interest
     income (1)       17,882     16,599     7.7     50,650     46,855     8.1
    Provision for
     loan losses       8,051      4,907    64.1     14,762      8,761    68.5
    Tax-equivalent
     NII after
     provision
     for loan
     loss (1)          9,831     11,692   (15.9)    35,888     38,094    (5.8)
    Securities
     losses             (840)    (2,051)  (59.0)    (2,262)    (2,564)  (11.8)
    Non-interest
     income-
     excluding
     securities
     losses            6,396      6,191     3.3     22,981     18,869    21.8
    Non-interest
     expense          14,786     15,233    (2.9)    45,915     44,224     3.8
    Non-interest
     expense-
     excluding
     non-core
     charges          14,786     15,213    (2.8)    45,915     43,192     6.3
    One time
     acquisition
     related
     charges               -         20      NM          -      1,032      NM
    Income taxes         (37)        44  (184.1)     3,193      3,046     4.8
    Net Income           329        322     2.2      6,638      6,476     2.5
    Dividends
     Declared on
     Preferred
     Shares             (473)         -      NM     (1,403)         -      NM
    Accretion on
     Preferred
     Shares              (40)         -      NM       (118)         -      NM
    Net Income
     Applicable
     to Common
     Shares             (184)       322  (157.1)     5,117      6,476   (21.0)
    Core operating
     earnings (2)        329        335    (1.8)     6,638      7,147    (7.1)
    Tax equivalent
     adjustment (1)      309        233    32.6        861        653    31.9
    -------------------------------------------------------------------------
    At Period End
    Assets         2,018,598  1,922,026     5.0
    Earning
     assets        1,845,134  1,741,438     6.0
    Loans          1,623,627  1,596,327     1.7
    Allowance for
     loan losses      31,248     23,445    33.3
    Deposits       1,543,085  1,435,804     7.5
    Stockholders'
     equity          234,529    189,676    23.6
    -------------------------------------------------------------------------
    Average
     Balances
    Assets         2,029,970  1,928,987     5.2  2,014,238  1,824,197    10.4
    Earning
     assets        1,826,400  1,727,343     5.7  1,812,230  1,630,873    11.1
    Deposits and
     interest-
     bearing
     liabilities   1,778,223  1,712,212     3.9  1,764,667  1,611,785     9.5
    Loans          1,613,529  1,585,489     1.8  1,600,878  1,485,455     7.8
    Deposits       1,550,369  1,437,273     7.9  1,538,986  1,365,631    12.7
    Stockholders'
     equity          234,241    194,452    20.5    231,912    187,330    23.8
    Stockholders'
     equity /
     assets            11.54%     10.08%   14.5      11.51%     10.27%   12.1
    -------------------------------------------------------------------------
    Per Common
     Share Data
    Net Income
         Basic        $(0.02)     $0.04  (150.0)     $0.63      $0.83   (24.1)
         Diluted       (0.02)      0.04  (150.0)      0.63       0.83   (24.1)
    Core operating
     earnings (2)
         Basic        $(0.02)     $0.04  (154.9)     $0.63      $0.91   (31.1)
         Diluted       (0.02)      0.04  (155.0)      0.63       0.91   (31.3)
    Dividends           0.04       0.26   (84.6)     0.295       0.78   (62.2)
    Market Value:
         High         $18.33     $17.66     3.8     $18.33     $22.51   (18.6)
         Low           12.00      10.00    20.0       3.76      10.00   (62.4)
         Close         14.91      11.01    35.4      14.91      11.01    35.4
    Book Value         24.32      23.37     4.1      24.32      23.37     4.1
    Tangible Book
     Value             16.45      15.29     7.6      16.45      15.29     7.6
    Shares
     outstanding,
     end of period
     (000)             8,118      8,117     0.0      8,118      8,117     0.0
    -------------------------------------------------------------------------
    Performance Ratios
     (annualized)
    Tax-equivalent
     net interest
     margin (1)         3.88%      3.81%    1.8       3.73%      3.83%   (2.6)
    Return on
     average
     assets -GAAP       0.06%      0.07%   (3.2)      0.44%      0.47%   (7.1)
    Return on
     average
     assets -Core
     Operating          0.06%      0.07%   (6.9)      0.44%      0.52%  (15.8)
    Return on
     average
     equity- GAAP       0.56%      0.66%  (15.4)      3.83%      4.62%  (17.1)
    Return on
     average
     equity-Core
     Operating          0.56%      0.69%  (18.7)      3.83%      5.10%  (24.9)
    Efficiency
     ratio (3) -
     GAAP              60.90%     66.84%   (8.9)     62.36%     67.29%   (7.3)
    Efficiency
     ratio (3) -
     Core
     Operating         60.90%     66.75%   (8.8)     62.36%     65.72%   (5.1)
    Effective tax
     rate             -12.67%     12.02% (205.4)     32.48%     31.99%    1.5
    Dividend
     payout ratio
     (basic)         -200.00%    650.00% (130.8)     46.83%     93.98%  (50.2)
    -------------------------------------------------------------------------

    (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.
    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     Nine Months
                                                   Ended           Ended
    Core Operating Earnings                     September 30,   September 30,
    (dollars in thousands, except per share     ------------    -------------
     data)                                      2009    2008    2009     2008
    --------------------------------------------------------------------------
    Net Income                                  $329    $322  $6,638   $6,476

      Acquisition related charges                  -      20       -    1,032
      Tax effect                                   -      (7)      -     (361)
                                                ------------  ---------------
    After-tax non-operating items                  -      13       -      671
                                                ------------  ---------------
    Core operating earnings                     $329    $335  $6,638   $7,147
                                                ============  ===============

    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     Nine Months
                                                   Ended           Ended
                                                September 30,   September 30,
                                                -------------   -------------
    (dollars in thousands)                       2009    2008    2009    2008
    --------------------------------------------------------------------------
    Gain from sale of mortgage loans           $1,541    $624  $7,276  $2,808
    Mortgage loan servicing revenue (expense):
      Mortgage loan servicing revenue             725     691   2,109   1,839
      Amortization of mortgage servicing
       rights                                    (514)   (268) (2,625) (1,008)
      Mortgage servicing rights valuation
       adjustments                               (772)    (36)    917     (12)
                                               --------------  --------------
                                                 (561)    387     401     819
                                               --------------  --------------
    Total revenue from sale and servicing of
     mortgage loans                              $980  $1,011  $7,677  $3,627
                                               ==============  ==============



    Yield Analysis
    First Defiance Financial Corp.

                                  Three Months Ended September 30,
                    ---------------------------------------------------------
                                 2009                         2008
                    ---------------------------- ----------------------------
                       Average  Interest Yield      Average  Interest Yield
                       Balance     (1)   Rate(2)    Balance     (1)   Rate(2)
    Interest-earning
     assets:
      Loans
       receivable   $1,613,529  $23,812   5.85%  $1,585,489  $24,934   6.26%
      Securities       130,673    1,685   5.08%     118,502    1,636   5.31%
      Interest
       Bearing
       Deposits         60,822       41   0.27%       2,231        5   0.89%
      FHLB stock        21,376      258   4.79%      21,121      301   5.67%
                    ----------  -------          ----------  -------
      Total
       interest-
       earning
       assets        1,826,400   25,796   5.60%   1,727,343   26,876   6.18%
      Non-
       interest-
       earning
       assets          203,570                      201,644
                    ----------                   ----------
    Total
     assets         $2,029,970                   $1,928,987
                    ==========                   ==========
    Deposits and
     Interest-
     bearing
     liabilities:
      Interest
       bearing
       deposits     $1,374,441   $6,163   1.78%  $1,268,016   $7,658   2.40%
      FHLB
       advances
       and other       146,941    1,267   3.42%     174,343    1,603   3.66%
      Other
       Borrowings       44,685      140   1.24%      64,368      555   3.43%
      Subordinated
       debentures       36,228      344   3.77%      36,228      461   5.06%
                    ----------  -------          ----------  -------
      Total
       interest-
       bearing
       liabilities   1,602,295    7,914   1.96%   1,542,955   10,277   2.65%
      Non-interest
       bearing
       deposits        175,928        -      -      169,257        -      -
                    ----------  -------          ----------  -------
    Total
     including
     non-interest-
     bearing
     demand
     deposits        1,778,223    7,914   1.77%   1,712,212   10,277   2.39%
    Other non-
     interest-
     bearing
     liabilities        17,506                       22,323
                    ----------                   ----------
    Total
     liabilities     1,795,729                    1,734,535
      Stockholders'
       equity          234,241                      194,452
                    ----------                   ----------
    Total
     liabilities
     and
     stockholders'
     equity         $2,029,970                   $1,928,987
                    ==========  -------           ========== -------
    Net interest
     income;
     interest
     rate spread                $17,882   3.64%              $16,599   3.53%
                                =======   =====              =======   =====
    Net interest
     margin (3)                           3.88%                        3.81%
                                          =====                        =====
    Average
     interest-
     earning
     assets to
     average
     interest
     bearing
     liabilities                           114%                         112%
                                           ====                         ====



                                   Nine Months Ended September 30,
                    ---------------------------------------------------------
                                 2009                         2008
                    ---------------------------- ----------------------------
                       Average  Interest Yield      Average  Interest Yield
                       Balance     (1)   Rate(2)    Balance     (1)   Rate(2)
    Interest-earning
     assets:
      Loans
       receivable   $1,600,878  $70,333   5.87%  $1,485,455  $72,297   6.50%
      Securities       126,883    5,145   5.36%     118,908    4,959   5.50%
      Interest
       Bearing
       Deposits         63,093       89   0.19%       6,311      119   2.52%
      FHLB stock        21,376      726   4.54%      20,199      797   5.27%
                    ----------  -------          ----------  -------
      Total
       interest-
       earning
       assets        1,812,230   76,293   5.61%   1,630,873   78,172   6.40%
      Non-
       interest-
       earning
       assets          202,008                      193,324
                    ----------                   ----------
    Total assets    $2,014,238                   $1,824,197
                    ==========                   ==========
    Deposits and
     Interest-
     bearing
     liabilities:
      Interest
       bearing
       deposits     $1,366,645  $20,206   1.98%  $1,210,631  $23,851   2.63%
      FHLB
       advances
       and other       146,994    3,865   3.52%     161,891    4,803   3.96%
      Other
       Borrowings       42,446      433   1.36%      48,018    1,217   3.39%
      Subordinated
       debentures       36,241    1,139   4.19%      36,245    1,445   5.33%
                    ----------  -------          ----------  -------
      Total
       interest-
       bearing
       liabilities   1,592,326   25,643   2.15%   1,456,785   31,316   2.87%
      Non-interest
       bearing
       deposits        172,341        -      -      155,000        -      -
                    ----------  -------          ----------  -------
    Total including
     non-interest-
     bearing demand
     deposits        1,764,667   25,643   1.94%   1,611,785   31,316   2.60%
    Other non-
     interest-bearing
     liabilities        17,659                       25,082
                    ----------                   ----------
    Total
     liabilities     1,782,326                    1,636,867
      Stockholders'
       equity          231,912                      187,330
                    ----------                   ----------
    Total liabilities
     and stockholders'
     equity         $2,014,238                   $1,824,197
                    ==========                   ==========
    Net interest
     income; interest
     rate spread                $50,650   3.46%              $46,856   3.53%
                                =======   =====              =======   =====
    Net interest
     margin (3)                           3.73%                        3.83%
                                          =====                        =====
    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        3rd Qtr     2nd Qtr     1st Qtr     4th Qtr     3rd Qtr
     share data)        2009        2009        2009        2008        2008
    --------------------------------------------------------------------------
    Summary of
     Operations
    Tax-equivalent
     interest
     income (1)       $25,796     $25,117     $25,379     $26,188     $26,876
    Interest
     expense            7,914       8,643       9,085       9,952      10,277
    Tax-equivalent
     net interest
     income (1)        17,882      16,474      16,294      16,236      16,599
    Provision
     for loan
     losses             8,051       3,965       2,746       3,824       4,907
    Tax-equivalent
     NII after
     provision for
     loan losses
     (1)                9,831      12,509      13,548      12,412      11,692
    Investment
     securities
     gains
     (losses)            (840)       (750)       (672)       (596)     (2,051)
    Non-interest
     income
     (excluding
     securities
     gains/losses)      6,396       9,109       7,476       3,360       6,191
    Non-interest
     expense           14,786      16,133      14,996      13,571      15,233
    Acquisition
     and
     other on-time
     charges                -           -           -          85          20
    Income taxes          (37)      1,539       1,691         482          44
    Net income            329       2,901       3,408         880         322
    Dividends
     Declared on
     Preferred
     Shares              (473)       (468)       (463)       (134)          -
    Accretion on
     Preferred
     Shares               (40)        (40)        (38)        (11)          -
    Net Income
     Applicable to
     Common Shares       (184)      2,393       2,907         735         322
    Core operating
     earnings (2)         329       2,901       3,408         935         335
    Tax equivalent
     adjustment
     (1)                  309         295         257         243         233
    --------------------------------------------------------------------------
    At Period End
    Total assets   $2,018,598  $2,023,563  $2,010,662  $1,957,400  $1,922,026
    Earning
     assets         1,845,134   1,846,689   1,838,397   1,773,204   1,741,438
    Loans           1,623,627   1,610,460   1,585,897   1,617,235   1,596,327
    Allowance
     for loan
     losses            31,248      25,840      25,694      24,592      23,445
    Deposits        1,543,085   1,553,144   1,540,235   1,469,912   1,435,804
    Stockholders'
     equity           234,529     232,683     230,608     229,159     189,676
    Stockholders'
     equity /
     assets             11.62%      11.50%      11.47%      11.71%       9.87%
    Goodwill           56,585      56,585      56,585      56,585      56,830
    --------------------------------------------------------------------------
    Average
     Balances
    Total assets   $2,029,970  $2,027,760  $1,984,985  $1,938,461  $1,928,987
    Earning
     assets         1,826,400   1,828,272   1,782,019   1,730,284   1,727,343
    Deposits
     and
     interest-
     bearing
     liabilities    1,778,223   1,778,848   1,736,933   1,718,315   1,712,212
    Loans           1,613,529   1,592,513   1,596,592   1,591,144   1,585,489
    Deposits        1,550,369   1,552,533   1,514,059   1,466,366   1,437,273
    Stockholders'
     equity           234,241     231,397     230,099     201,499     194,452
    Stockholders'
     equity /
     assets             11.54%      11.41%      11.59%      10.39%      10.08%
    --------------------------------------------------------------------------
    Per Common
     Share Data
    Net Income:
     Basic             $(0.02)      $0.29       $0.36       $0.09       $0.04
     Diluted            (0.02)       0.29        0.36        0.09        0.04
    Core operating
     earnings (2)
     Basic              (0.02)       0.29        0.36        0.10        0.04
     Diluted            (0.02)       0.29        0.36        0.10        0.04
    Dividends            0.04       0.085        0.17        0.17        0.26
    Market
     Value:
     High              $18.33      $14.25       $8.95      $14.50      $17.66
     Low                12.00        6.10        3.76        6.00       10.00
     Close              14.91       13.00        6.08        7.73       11.01
    Book Value          24.32       24.10       23.85       23.67       23.37
    Shares
     outstanding,
     end of period
     (in
     thousands)         8,118       8,118       8,117       8,117       8,117
    --------------------------------------------------------------------------
    Performance
     Ratios
     (annualized)
    Tax-equivalent
     net interest
     margin (1)          3.88%       3.61%       3.71%       3.72%       3.81%
    Return on
     average
     assets -
     GAAP                0.06%       0.57%       0.70%       0.18%       0.07%
    Return on
     average
     assets -
     Core
     Operating           0.06%       0.57%       0.70%       0.19%       0.07%
    Return on
     average
     equity-GAAP         0.56%       5.03%       6.02%       1.74%       0.66%
    Return on
     average
     equity-
     Core
     Operating           0.56%       5.03%       6.02%       1.85%       0.69%
    Efficiency
     ratio (3) -
     GAAP               60.90%      63.06%      63.09%      69.25%      66.84%
    Efficiency
     ratio (3) -
     Core
     Operating          60.90%      63.06%      63.09%      68.82%      66.75%
    Effective
     tax rate          -12.67%      34.66%      33.16%      35.39%      12.02%
    Common
     dividend
     payout ratio
     (basic)          -200.00%      29.31%      47.22%     188.89%     650.00%
    --------------------------------------------------------------------------
    (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)      3rd Qtr    2nd Qtr    1st Qtr    4th Qtr    3rd Qtr
                            2009       2009       2009       2008       2008
    -------------------------------------------------------------------------
    Loan Portfolio
     Composition
    One to four family
     residential real
     estate              $233,958   $238,000   $241,119   $251,807   $250,244
    Construction           53,605     44,670     50,534     72,938     75,822
    Commercial real
     estate               802,434    768,636    764,841    755,740    746,676
    Commercial            371,881    382,434    350,070    356,574    353,453
    Consumer finance       36,416     38,074     38,676     41,012     41,964
    Home equity and
     improvement          150,379    151,213    156,668    161,106    158,992
                       ---------- ---------- --------------------------------
    Total loans         1,648,673  1,623,027  1,601,908  1,639,177  1,627,151
    Less:
       Loans in process    23,957     11,602     14,954     20,892     29,794
       Deferred loan
        origination fees    1,089        965      1,057      1,050      1,030
      Allowance for
       loan loss           31,248     25,840     25,694     24,592     23,445
                       ---------- ---------- --------------------------------
    Net Loans          $1,592,379 $1,584,620 $1,560,203 $1,592,643 $1,572,882
                       ========== ========== ================================
    -------------------------------------------------------------------------
    Allowance for loan
     loss activity
    Beginning allowance    25,840     25,694     24,592    $23,445    $20,578
    Provision for loan
     losses                 8,051      3,965      2,746      3,824      4,907
    Reserve from
     acquisitions               -          -          -          -        121
      Credit loss
       charge-offs:
        One to four
         family
         residential
         real estate          744        505        148        369        478
        Commercial real
         estate             1,152      2,066        669      1,480      1,495
        Commercial            658        950        702        593          -
        Consumer finance       39         83        123        224         73
        Home equity and
         improvement          196        301        130         57        216
                       ---------- ---------- --------------------------------
    Total charge-offs       2,789      3,905      1,772      2,723      2,262
    Total recoveries          146         86        128         46        101
                       ---------- ---------- --------------------------------
    Net charge-offs
     (recoveries)           2,643      3,819      1,644      2,677      2,161
                       ---------- ---------- --------------------------------
    Ending allowance      $31,248    $25,840    $25,694    $24,592    $23,445
                       ========== ========== ================================
    -------------------------------------------------------------------------
    Credit Quality
    Non-accrual loans     $35,490    $35,528    $29,473    $28,017    $24,630
    Restructured loans,
     accruing               4,574      4,845      7,199      6,250        905
                       ---------- ---------- --------------------------------
      Total non-
       performing
       loans (1)           40,064     40,373     36,672     34,267     25,535
    Real estate owned
     (REO)                  9,352      8,567      7,839      7,000      4,776
                       ---------- ---------- --------------------------------
      Total non-
       performing
       assets (2)         $49,416    $48,940    $44,511    $41,267    $30,311
                       ========== ========== ================================
    Net charge-offs         2,643      3,819      1,644      2,677      2,161

    Allowance for loan
     losses / loans          1.92%      1.60%      1.62%      1.52%      1.47%
    Allowance for loan
     losses / non-
     performing assets      63.23%     52.80%     57.73%     59.59%     77.35%
    Allowance for loan
     losses / non-
     performing loans       78.00%     64.00%     70.06%     71.77%     91.82%
    Non-performing assets
     / loans plus REO        3.03%      3.02%      2.79%      2.54%      1.89%
    Non-performing assets
     / total assets          2.45%      2.42%      2.21%      2.11%      1.58%
    Net charge-offs /
     average loans
     (annualized)            0.66%      0.96%      0.41%      0.67%      0.55%

    -------------------------------------------------------------------------
    Deposit Balances
    Non-interest-bearing
     demand deposits     $174,145   $180,035   $163,855   $176,063   $158,139
    Interest-bearing
     demand deposits and
     money market         477,566    456,177    413,104    374,488    365,251
    Savings deposits      132,333    135,821    132,590    132,145    145,019
    Retail time deposits
     less than $100,000   544,957    568,595    608,811    578,245    557,643
    Retail time deposits
     greater than
     $100,000             166,787    165,401    171,588    170,485    177,848
    National/Brokered
     time deposits         47,297     47,115     50,287     38,486     31,904
                       ---------- ---------- --------------------------------
    Total deposits     $1,543,085 $1,553,144 $1,540,235 $1,469,912 $1,435,804
                       ========== ========== ================================

    (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
                              Total                 days    Accrual   Restru-
    (dollars in thousands)   Balance    Current   past due   Loans    cturing
    --------------------------------------------------------------------------
    September 30, 2009
    --------------------------------------------------------------------------
    One to four family
     residential real
     estate                  $233,958   $221,077   $4,637   $5,839    $2,405
    Construction               53,605     53,340       71      194         -
    Commercial real
     estate                   802,434    765,469   11,570   23,279     2,116
    Commercial                371,881    363,739    2,525    5,564        53
    Consumer finance           36,416     35,913      454       49         -
    Home equity and
     improvement              150,379    147,031    2,783      565         -
                           ---------------------------------------------------
    Total loans            $1,648,673 $1,586,569  $22,040  $35,490    $4,574
                           ===================================================
    June 30, 2009
    --------------------------------------------------------------------------
    One to four family
     residential real
     estate                  $238,000   $223,846   $5,594   $5,541    $3,019
    Construction               44,670     44,416      194       60         -
    Commercial real
     estate                   768,636    727,983   13,212   25,672     1,769
    Commercial                382,434    375,007    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 $1,556,822  $25,832  $35,528    $4,845
                           ===================================================

    December 31, 2008
    --------------------------------------------------------------------------
    One to four family
     residential real
     estate                  $251,807   $241,446   $4,676   $4,584    $1,101
    Construction               72,938     72,814       52       72         -
    Commercial real
     estate                   755,740    728,150    5,406   19,979     2,205
    Commercial                356,574    349,078    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 $1,587,566  $17,344  $28,017    $6,250
                           ===================================================

    September 30, 2008
    --------------------------------------------------------------------------
    One to four family
     residential real
     estate                  $250,244   $239,889   $4,053   $5,400      $902
    Construction               75,822     74,232      101    1,489         -
    Commercial real
     estate                   746,676    726,013    6,914   13,749         -
    Commercial                353,453    348,504    1,371    3,575         3
    Consumer finance           41,964     41,341      473      150         -
    Home equity and
     improvement              158,992    156,645    2,080      267         -
                           ---------------------------------------------------
    Total loans            $1,627,151 $1,586,624  $14,992  $24,630      $905
                           ===================================================

SOURCE First Defiance Financial Corp.


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