Exhibit 99.1

 

Contact:

NEWS RELEASE     Donald P. Hileman President and CEO (419) 782-5104 dhileman@first-fed.com

For Immediate Release

FIRST DEFIANCE FINANCIAL CORP. ANNOUNCES 2019

THIRD QUARTER EARNINGS

·         Quarterly dividend increased 29.4% to $0.22 per share, up from $0.17 per share paid in the 2018 fourth quarter

·         Diluted earnings per share of $0.66 for the 2019 third quarter, up from $0.55 in the 2018 third quarter

·         Net income of $13.2 million for the 2019 third quarter, up from $11.3 million in the 2018 third quarter

·         Return on average assets of 1.58% for the 2019 third quarter, up from 1.47% in the 2018 third quarter

·         Loan growth of $41 million during the 2019 third quarter

·         Deposit growth of $80 million during the 2019 third quarter

·         Non-performing assets of $14.7 million for the 2019 third quarter, compared to $22.6 million for 2018 third quarter

·         Announces strategic merger with UCFC and a Trust acquisition

DEFIANCE, OHIO (October 21, 2019) – First Defiance Financial Corp. (NASDAQ: FDEF) announced today its unaudited financial results for the three- and nine-month periods ended September 30, 2019. Net income for the third quarter ended September 30, 2019, totaled $13.2 million, or $0.66 per diluted common share compared to $11.3 million or $0.55 per diluted common share for the quarter ended September 30, 2018. Net income for the nine months ended September 30, 2019, totaled $36.9 million, or $1.85 per diluted common share compared to $34.2 million or $1.67 per diluted common share for the quarter ended September 30, 2018. The year-to-year comparison is impacted by the current year’s results, including merger-related costs, which had an after tax cost of $427,000, or $0.02 per diluted share.

“Our third quarter results reflect our company’s continued high financial performance,” said Donald P. Hileman, President and Chief Executive Officer of First Defiance Financial Corp. “With earnings per share up 20% from the third quarter last year, our shareholders were delivered excellent results as we grew our balance sheet and maintained strong profitability.”

Net Interest Income up Compared to Third Quarter 2018

Net interest income of $28.9 million in the third quarter of 2019 was up from $27.5 million in the third quarter of 2018. The increase was primarily due to the growth in earning assets offset partly by compression in the net interest margin versus the third quarter last year. The net interest margin was 3.88% for the third quarter of 2019, down from 4.03% in the second quarter of 2019 and 4.00% in the third quarter of 2018. Yield on interest earning assets increased by 15 basis points, to 4.78% in the third quarter of 2019 from 4.63% in the third quarter of 2018. The cost of interest-bearing liabilities increased by 35 basis points in the third quarter of 2019 to 1.20% from 0.85% in the third quarter of 2018.

“Our solid loan and core deposit growth helped generate growth in net interest income despite margin compression,” said Hileman. “Year-to-date loan growth was 6.6% annualized while deposit growth was 7.1%. This growth combined with a net interest margin that remains healthy for the quarter produced a 5% increase in our net interest income over the third quarter last year.”

Non-Interest Income up from Third Quarter 2018

First Defiance’s non-interest income for the third quarter of 2019 was $11.8 million compared with $9.9 million in the third quarter of 2018. The third quarter of 2019 included gains of $11,000 from the sale of securities compared to gains of $76,000 in the third quarter of 2018. Results for the third quarter of 2019 included $325,000 of BOLI income death benefit whereas the third quarter of 2018 included no BOLI income death benefit. Total income from BOLI was $783,000 in the third quarter of 2019, up from $399,000 in the third quarter of 2018.

Mortgage banking income was $2.8 million in the third quarter of 2019, up from $1.9 million in the third quarter of 2018. Mortgage originations totaled $126.9 million in the third quarter of 2019 compared to $74.0 million in the same quarter last year. As a result of the higher volumes, gains from the sale of mortgage loans increased in the third quarter of 2019 to $2.6 million from $1.3 million in the third quarter of 2018. Mortgage loan servicing revenue was $960,000 in the third quarter of 2019, up from $929,000 in the third quarter of 2018, and amortization of mortgage servicing rights increased to $579,000 from $340,000 in the third quarter last year. Valuation adjustments in the third quarter of 2019 were a negative $155,000 compared to a positive $8,000 in the third quarter of 2018.

Service fees and other charges were $4.0 million in the third quarter of 2019, up from $3.3 million in the third quarter of 2018. Insurance commissions and trust income for the third quarters 2019 and 2018 were consistent year over year at $3.3 million and $0.5 million, respectively.

“Key business lines drove our 16% growth in non-interest income over the third quarter last year, excluding BOLI death benefits,” said Hileman. “This growth was led by a 50% increase in mortgage banking and a 21% increase in services fees year over year.”

Non-Interest Expenses up from Third Quarter 2018

Total non-interest expense was $23.2 million in the third quarter of 2019, an increase from $22.3 million in the third quarter of 2018. Compensation and benefits increased to $14.1 million in the third quarter of 2019, compared to $12.9 million in the third quarter of 2018. Occupancy expense and data processing expense were $2.2 million and $1.7 million, respectively, in the third quarter of 2019, compared to $2.2 million and $2.2 million, respectively, in the third quarter of 2018. Other non-interest expense of $4.1 million in the third quarter of 2019 was up from $4.0 million in the third quarter of 2018. FDIC insurance premiums were a credit of $255,000 in the third quarter of 2019 compared to an expense of $255,000 in the third quarter of 2018 due to the receipt of small bank assessment credits. In addition, merger-related costs totaled $540,000 in the third quarter of 2019 compared to none in the prior year.

Credit Quality

Non-performing loans totaled $14.7 million at September 30, 2019, a decrease from $20.9 million at September 30, 2018. In addition, First Defiance had no real estate owned at September 30, 2019, compared to $1.7 million at September 30, 2018. Accruing troubled debt restructured loans were $10.3 million at September 30, 2019, compared with $12.6 million at September 30, 2018.

The third quarter 2019 results include net charge-offs of $11,000 and a provision for loan losses of $1.3 million compared with net charge-offs of $1.1 million and a provision of $1.4 million for the same period in 2018. The allowance for loan loss as a percentage of total loans was 1.13% at September 30, 2019, consistent with 1.13% at September 30, 2018.

“We continue to be pleased with the steady improvement in our non-performing assets,” said Hileman. “Total non-performing assets including troubled debt restructurings declined 29% from last year, now representing only 0.74% of assets compared to 1.18% a year ago.”

Year-To-Date Results

For the nine-month period ended September 30, 2019, net income totaled $36.9 million, or $1.85 per diluted common share, compared to $34.2 million, or $1.67 per diluted common share for the nine months ended September 30, 2018. The year-to-year comparison is impacted by the prior year’s results, including a significant loan recovery and a loan loss provision expense of $704,000, which had an after-tax cost of $556,000, or $0.03 per diluted share. The first nine months of 2019 included a provision for loan losses expense of $1,821,000, which had an after-tax cost of $1,439,000, or $0.07 per diluted share.

Net interest income was $86.2 million for the first nine months of 2019 compared with $79.8 million in the first nine months of 2018. Average interest-earning assets increased to $2.92 billion in the first nine months of 2019 compared to $2.71 billion in the first nine months of 2018. Net interest margin for the first nine months of 2019 was 3.98%, up one basis point from the 3.97% margin reported in the nine-month period ended September 30, 2018.

Non-interest income for the first nine months of 2019 was $33.1 million compared to $30.8 million during the same period of 2018. Results for the first nine months of 2019 included $418,000 of BOLI income death benefit compared to $168,000 for the same period in 2018.

Service fees and other charges were $10.3 million for the first nine months of 2019, up from $9.8 million during the same period of 2018. Mortgage banking income was $6.8 million for the first nine months of 2019 compared with $5.6 million during the same period of 2018. Insurance commissions were $11.0 million for the first nine months of 2019 consistent with $11.0 million for the same period of 2018. Non-interest income for the first nine months of 2019 included $11,000 of gains from the sale of securities compared with securities gains of $76,000 during the same period of 2018.

Non-interest expense was $72.3 million for the first nine months of 2019, up from $68.2 million for the same period of 2018. Compensation and benefits expense was $42.5 million for the first nine months of 2019 compared with $39.0 million during the same period of 2018. Expenses also included increases in occupancy of $500,000, merger-related costs of $540,000 and other expenses of $217,000. FDIC insurance premiums were $276,000 for the first nine months of 2019 compared to $817,000 during the same period of 2018 due to the receipt of small bank assessment credits in the third quarter of 2019.

Total Assets at $3.35 Billion

Total assets at September 30, 2019, were $3.35 billion compared to $3.18 billion at December 31, 2018, and $3.10 billion at September 30, 2018. Net loans receivable (excluding loans held for sale) were $2.64 billion at September 30, 2019, compared to $2.51 billion at December 31, 2018, and $2.43 billion at September 30, 2018. Also, at September 30, 2019, goodwill and other intangible assets totaled $104.1 million compared to $103.0 million at December 31, 2018, and $103.3 million at September 30, 2018. Total deposits at September 30, 2019, were $2.76 billion compared with $2.62 billion at December 31, 2018, and $2.52 billion at September 30, 2018.

Total stockholders’ equity was $418.0 million at September 30, 2019, compared to $399.6 million at December 31, 2018, and $393.5 million at September 30, 2018. The change in stockholders’ equity from year-end 2018 was impacted by the company’s repurchase of 515,000 shares of its common stock for $15.1 million during the first quarter of 2019. During the quarter ended June 30, 2019, the company announced a new 500,000 share repurchase plan authorization with all such shares available for repurchase as of September 30, 2019.

Strategic Mergers and Acquisitions

On September 9, 2019, First Defiance and United Community Financial Corp. (NASDAQ: UCFC) (“United Community”) announced the signing of a definitive merger agreement under which United Community will merge into First Defiance in a stock-for-stock transaction. Under the terms of the merger agreement, shareholders of United Community will receive 0.3715 shares of First Defiance common stock for each share of United Community common stock. The merger combines two complementary banking platforms, and First Defiance and United Community consider this partnership an ideal strategic, financial and operational fit, particularly given their respective strong and consistent performance over time. The pro forma combined company will have approximately $6.1 billion in assets, $5.0 billion in loans and $4.9 billion in deposits, utilizing financial information as of June 30, 2019. It will leverage the respective strengths of each institution in commercial banking, residential lending, retail banking, insurance and wealth management and better position the combined company to serve the geographies of Ohio, Michigan, Indiana, Pennsylvania and West Virginia with increased scale and expanded product offerings. The transaction is expected to close early in the first quarter of 2020, subject to the approval of shareholders of both First Defiance and United Community and regulatory approvals, as well as satisfaction or waiver of other customary closing conditions.

On September 30, 2019, First Defiance, through its wholly owned subsidiary First Federal Bank of the Midwest (“First Federal Bank”), completed the acquisition of Strategic Investment Advisors, LLC (“SIA”), a financial advisory and brokerage firm. Located in Sylvania, Ohio, with assets under management of approximately $115 million and annual revenues of approximately $0.6 million, SIA will be added to First Federal Bank’s Trust and Wealth Management platform.

Dividend to be Paid November 22

The Board of Directors declared a quarterly cash dividend of $0.22 per common share payable November 22, 2019, to shareholders of record at the close of business on November 15, 2019. This represents an increase of 15.8% from the prior quarter and 29.4% from the prior year. The dividend represents an annual dividend of 3.02 percent based on the First Defiance common stock closing price on October 18, 2019. First Defiance has approximately 19,728,588 common shares outstanding.

Conference Call

First Defiance Financial Corp. will host a conference call at 11:00 a.m. ET on Tuesday, October 22, 2019, to discuss the earnings results and business trends. The conference call may be accessed by calling 1-877-444-1726. In addition, a live webcast may be accessed at https://services.choruscall.com/links/fdef191022.html. The replay of the conference call webcast will be available at www.fdef.com until October 21, 2020, at 9:00 a.m. ET.

First Defiance Financial Corp.

First Defiance Financial Corp. (NASDAQ:FDEF), headquartered in Defiance, Ohio, is the holding company for First Federal Bank of the Midwest and First Insurance Group. First Federal Bank operates 44 full-service branches in northwest and central Ohio, southeast Michigan and northeast Indiana and a loan production office in Ann Arbor, Michigan. First Insurance Group is a full-service insurance agency with nine offices throughout northwest Ohio.

For more information, visit the company’s website 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 real estate owned properties, continued strength in the market area for First Federal Bank of the Midwest, and the ability 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 First Defiance 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 our Securities and Exchange Commission (SEC) filings, including our Annual Report on Form 10-K for the year ended December 31, 2018. One or more of these factors have affected or could in the future affect First Defiance'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 First Defiance or any other persons, that our objectives and plans will be achieved. All forward-looking statements made in this news release are based on information presently available to the management of First Defiance. We assume no obligation to update any forward-looking statements.

As required by U.S. GAAP, First Defiance will evaluate the impact of subsequent events through the issuance date of its September 30, 2019, consolidated financial statements as part of its Quarterly Report on Form 10-Q to be filed with the SEC. Accordingly, subsequent events could occur that may cause First Defiance to update its critical accounting estimates and to revise its financial information from that which is contained in this news release.