UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

xQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the Quarterly Period EndedMarch 31, 2019

For the Quarterly Period EndedMarch 31, 2018

OR

¨Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the Transition Period from ___________to__________

For the Transition Period from ___________to__________

 

Commission file number0-26850

 

First Defiance Financial Corp.

First Defiance Financial Corp.

(Exact name of registrant as specified in its charter)

 

Ohio 34-1803915
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

601 Clinton Street, Defiance, Ohio 43512
(Address of principal executive office) (Zip Code)

 

Registrant's telephone number, including area code:(419) 782-5015

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesxNo¨

 

Indicate by check mark whether the registrant submitted electronically, and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesxNo¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer¨Accelerated filerx
Non-accelerated filer¨Smaller reporting company¨
Emerging growth company¨ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨Nox

 

Title of each classTrading symbolName of each exchange on which registered
Common Stock, Par Value $0.01 Per ShareFDEFThe NASDAQ Stock Market

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock, $.01 Par Value – 10,197,05019,719,969 shares outstanding at April 30, 2018.2019.

 

 

 

 

 

FIRST DEFIANCE FINANCIAL CORP.

 

INDEX

 

  Page Number
PART I.-FINANCIAL INFORMATION 
   
Item 1.Consolidated Condensed Financial Statements (Unaudited):
Consolidated Condensed Statements of Financial Condition – March 31, 20182019 and December 31, 201720182
   
 Consolidated Condensed Statements of Income - Three months ended March 31, 20182019 and 201720184
   
 Consolidated Condensed Statements of Comprehensive Income – Three months ended March 31, 20182019 and 201720185
   
 Consolidated Condensed Statements of Changes in Stockholders’ Equity – Three months ended March 31, 20182019 and 201720186
   
 Consolidated Condensed Statements of Cash Flows - Three months ended March 31, 20182019 and 201720187
   
 Notes to Consolidated Condensed Financial Statements8
   
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations5248
   
Item 3.Quantitative and Qualitative Disclosures about Market Risk7269
   
Item 4.Controls and Procedures7471
   
PART II-OTHER INFORMATION: 
   
Item 1.Legal Proceedings7573
   
Item 1A.Risk Factors7573
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds7573
   
Item 3.Defaults upon Senior Securities7573
   
Item 4.Mine Safety Disclosures7573
   
Item 5.Other Information7574
   
Item 6.Exhibits7675
   
 Signatures7776

 

 1 

 

 

PART I-FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

FIRST DEFIANCE FINANCIAL CORP.

 

Consolidated Condensed Statements of Financial Condition

(UNAUDITED)

(Amounts in Thousands, except share and per share data)

 

 

 

 

March 31,

2018

 

December 31,

2017

  

March 31,

2019

  December 31,
2018
 
      
Assets                
Cash and cash equivalents:                
Cash and amounts due from depository institutions $46,566  $58,693  $45,517  $55,962 
Federal funds sold  92,000   55,000   67,000   43,000 
  138,566   113,693   112,517   98,962 
Securities:                
Available-for-sale, carried at fair value  270,110   260,650   299,895   294,076 
Held-to-maturity, carried at amortized cost        
(fair value $642 and $649 at March 31, 2018 and December 31, 2017, respectively)  642   648 
Held-to-maturity, carried at amortized cost (fair value $523 and $526 at March 31, 2019 and December 31, 2018, respectively)  523   526 
  270,752   261,298   300,418   294,602 
Loans held for sale  11,266   10,435   6,239   6,613 
Loans receivable, net of allowance of $27,267 at March 31, 2018 and $26,683 at December 31, 2017, respectively  2,331,063   2,322,030 
Loans receivable, net of allowance of $28,164 at March 31, 2019 and $28,331 at December 31, 2018, respectively  2,520,804   2,511,708 
Mortgage servicing rights  9,850   9,808   9,998   10,119 
Accrued interest receivable  9,359   8,706   11,180   9,641 
Federal Home Loan Bank stock  15,989   15,992   12,235   14,217 
Bank owned life insurance  66,630   66,230   68,052   67,660 
Premises and equipment  39,826   40,217   40,422   40,670 
Real estate and other assets held for sale  1,440   1,532   941   1,205 
Goodwill  98,569   98,569   98,569   98,569 
Core deposit and other intangibles  5,356   5,703   4,092   4,391 
Deferred taxes  958   231 
Other assets  23,360   38,959   35,782   23,365 
Total assets $3,022,984  $2,993,403  $3,221,249  $3,181,722 

 

(continued)

 

 2 

 

 

FIRST DEFIANCE FINANCIAL CORP.

 

Consolidated Condensed Statements of Financial Condition

(UNAUDITED)

(Amounts in Thousands, except share and per share data)

 

 

 

 

March 31,

2018

 

December 31,

2017

  

March 31,

2019

 

December 31,

2018

 
      
Liabilities and stockholders’ equity                
Liabilities:                
Deposits $2,491,801  $2,437,656  $2,685,792  $2,620,882 
Advances from the Federal Home Loan Bank  71,001   84,279   55,158   85,189 
Subordinated debentures  36,083   36,083   36,083   36,083 
Securities sold under repurchase agreements  9,321   26,019   3,513   5,741 
Advance payments by borrowers  2,482   2,925   2,943   3,652 
Deferred taxes  1,304   264 
Other liabilities  33,082   33,155   40,667   30,322 
Total liabilities  2,643,770   2,620,117   2,825,460   2,782,133 
                
Stockholders’ equity:                
Preferred stock, $.01 par value per share: 37,000 shares authorized; no shares issued            
Preferred stock, $.01 par value per share:        
4,963,000 shares authorized; no shares issued      
Common stock, $.01 par value per share:        
25,000,000 shares authorized; 12,703,320 and 12,712,841 shares issued and 10,181,899 and 10,156,041 shares outstanding, respectively  127   127 
Preferred stock, $.01 par value per share: 4,963,000 shares authorized; no shares issued      
Common stock, $.01 par value per share:
50,000,000 shares authorized; 25,373,619 and 25,398,992 shares issued and 19,713,192 and 20,171,392 shares outstanding at March 31, 2019 and December 31, 2018, respectively
  127   127 
Additional paid-in capital  160,547   160,940   160,828   161,593 
Accumulated other comprehensive income (loss), net of tax of $(677) and $117, respectively  (2,546)  217 
Accumulated other comprehensive income (loss), net of tax of $417 and $(468), respectively  1,569   (2,148)
Retained earnings  271,426   262,900   303,277   295,588 
Treasury stock, at cost, 2,521,421 and 2,556,800 shares respectively  (50,340)  (50,898)
Treasury stock, at cost, 5,660,427 shares at March 31, 2019 and 5,227,600 shares at December 31, 2018  (70,012)  (55,571)
Total stockholders’ equity  379,214   373,286   395,789   399,589 
        
Total liabilities and stockholders’ equity $3,022,984  $2,993,403  $3,221,249  $3,181,722 

 

See accompanying notesnotes.

 3 

 

 

FIRST DEFIANCE FINANCIAL CORP.

Consolidated Condensed Statements of Income

(UNAUDITED)

(Amounts in Thousands, except share and per share data)

 

  Three Months Ended 
  March 31, 
  2019  2018 
Interest Income        
Loans $31,214  $26,526 
Investment securities:        
Taxable  1,365   1,049 
Non-taxable  840   802 
Interest-bearing deposits  285   297 
FHLB stock dividends  215   231 
Total interest income  33,919   28,905 
Interest Expense        
Deposits  5,005   2,611 
FHLB advances and other  276   319 
Subordinated debentures  364   280 
Notes payable  4   8 
Total interest expense  5,649   3,218 
Net interest income  28,270   25,687 
Provision for loan losses  212   (1,095)
Net interest income after provision for loan losses  28,058   26,782 
Non-interest Income        
Service fees and other charges  3,007   3,131 
Insurance commissions  4,115   4,277 
Mortgage banking income  1,841   1,742 
Gain on sale of non-mortgage loans  89   224 
Trust income  523   552 
Income from Bank Owned Life Insurance  392   400 
Other non-interest income  846   377 
Total non-interest income  10,813   10,703 
Non-interest Expense        
Compensation and benefits  14,085   13,249 
Occupancy  2,241   2,071 
FDIC insurance premium  273   360 
Financial institutions tax  556   531 
Data processing  2,297   2,105 
Amortization of intangibles  299   347 
Other non-interest expense  5,115   4,588 
Total non-interest expense  24,866   23,251 
Income before income taxes  14,005   14,234 
Federal income taxes  2,523   2,497 
Net Income $11,482  $11,737 
         
Earnings per common share (Note 6)        
Basic $0.57  $0.58 
Diluted $0.57  $0.57 
Dividends declared per share (Note 5) $0.19  $0.15 
Average common shares outstanding (Note 6)        
Basic  20,014   20,330 
Diluted  20,095   20,438 

 

  Three Months Ended 
  March 31, 
  2018  2017 
Interest Income        
Loans $26,526  $21,969 
Investment securities:        
Taxable  802   979 
Non-taxable  1,049   777 
Interest-bearing deposits  297   145 
FHLB stock dividends  231   166 
Total interest income  28,905   24,036 
Interest Expense        
Deposits  2,611   1,796 
FHLB advances and other  319   366 
Subordinated debentures  280   215 
Notes payable  8   14 
Total interest expense  3,218   2,391 
Net interest income  25,687   21,645 
Provision for loan losses  (1,095)  55 
Net interest income after provision for loan losses  26,782   21,590 
Non-interest Income        
Service fees and other charges  3,131   2,760 
Insurance commissions  4,277   3,457 
Mortgage banking income  1,742   1,738 
Gain on sale of non-mortgage loans  224   - 
Trust income  552   450 
Income from Bank Owned Life Insurance  400   1,823 
Other non-interest income  377   321 
Total non-interest income  10,703   10,549 
Non-interest Expense        
Compensation and benefits  13,249   14,335 
Occupancy  2,071   1,837 
FDIC insurance premium  360   290 
Financial institutions tax  531   480 
Data processing  2,105   1,939 
Amortization of intangibles  347   232 
Other non-interest expense  4,588   4,029 
Total non-interest expense  23,251   23,142 
Income before income taxes  14,234   8,997 
Federal income taxes  2,497   3,857 
Net Income $11,737  $5,140 
         
Earnings per common share (Note 6)        
Basic $1.15  $0.54 
Diluted $1.15  $0.54 
Dividends declared per share (Note 5) $0.30  $0.25 
Average common shares outstanding (Note 6)        
Basic  10,165   9,441 
Diluted  10,219   9,497 
(1)Share and per share data has been adjusted to reflect a 2-for-1 stock split on July 12, 2018.

 

See accompanying notes.

 4 

 

 

FIRST DEFIANCE FINANCIAL CORP.

Consolidated Condensed Statements of Comprehensive Income

(UNAUDITED)

(Amounts in Thousands)

 

 

  Three Months Ended 
  March 31, 
  2018  2017 
Net income $11,737  $5,140 
         
Other comprehensive income (loss):        
Unrealized gains (losses) on securities available for sale  (3,557)  1,580 
Reclassification adjustment for security gains        
included in net income(1)  -   - 
Income tax expense (benefit)  747   (553)
Other comprehensive income (loss)  (2,810)  1,027 
         
Comprehensive income $8,927  $6,167 

(1) Amounts are included in gains on sale or call of securities on the consolidated condensed statements of income. Income tax expense associated with the reclassification adjustments, included in federal income taxes, for the three months ended March 31, 2018 and 2017 was $0 and $0, respectively.

  Three Months Ended 
  March 31, 
  2019  2018 
Net income $11,482  $11,737 
         
Other comprehensive income (loss):        
Unrealized gains (losses) on securities available for sale  4,603   (3,557)
Reclassification adjustment for security gains        
included in net income  -   - 
Income tax expense (benefit)  (968)  747 
Net of tax amount  3,635   (2,810)
         
Change in unrealized gain/(loss) on postretirement benefit:        
Reclassification adjustment for deferred tax on defined benefit postretirement medical plan  82   - 
Net of tax amount  82   - 
         
Total other comprehensive income (loss)  3,717   (2,810)
         
Comprehensive income $15,199  $8,927 

 

See accompanying notes.

 5 

 

FIRST DEFIANCE FINANCIAL CORP.

Consolidated Statement of Changes in Stockholders’ Equity

(UNAUDITED)

(Amounts in Thousands, except share data)

 

         Accumulated                Accumulated       
   Common   Additional Other     Total    Common   Additional Other     Total 
 Preferred Stock Common Paid-In Comprehensive Retained Treasury Stockholders’  Preferred Stock Common Paid-In Comprehensive Retained Treasury Stockholders’ 
 Stock Shares Stock Capital Income Earnings Stock Equity  Stock Shares(1) Stock Capital Income Earnings Stock Equity 
                 
Balance at January 1, 2019 $-   20,171,392  $127  $161,593  $(2,148) $295,588  $(55,571) $399,589 
Net income                      11,482       11,482 
Other comprehensive income                  3,717           3,717 
Deferred compensation plan              (22)          42   20 
Stock based compensation expenses              11               11 
Shares issued under stock option plan, net of 178 repurchased and retired      17,822       (22)      (5)  212   185 
Restricted share activity under stock incentive plans net of 25,195 repurchased and retired      38,890       (751)          440   (311)
Shares issued from direct stock sales      1,065       19           12   31 
Shares repurchased      (515,977)                  (15,147)  (15,147)
Common stock dividends declared                      (3,788)      (3,788)
Balance at March 31, 2019 $-   19,713,192  $127  $160,828  $1,569  $303,277  $(70,012) $395,789 
                                                 
Balance at January 1, 2018 $-   10,156,041  $127  $160,940  $217  $262,900  $(50,898) $373,286  $-   20,312,082  $127  $160,940  $217  $262,900  $(50,898) $373,286 
Net income                      11,737       11,737                       11,737       11,737 
Other comprehensive loss                  (2,810)          (2,810)                  (2,810)          (2,810)
Adoption of ASU 2018-02 – See Note 2                  47   (47)      -                   47   (47)      - 
Stock based compensation expenses              84               84               84               84 
Shares issued under stock option plan, net of 612 repurchased and retired      5,638       (33)      (36)  125   56 
Restricted share activity under stock incentive plans net of 8,909 repurchased and retired      19,848       (458)      (81)  426   (113)
Shares issued under stock option plan, net of 1,224 repurchased and retired      11,276       (33)      (36)  125   56 
Restricted share activity under stock incentive plans net of 17,818 repurchased and retired      39,696       (458)      (81)  426   (113)
Shares issued from direct stock sales      372       14           7   21       744       14           7   21 
Common stock dividends declared                      (3,047)      (3,047)                      (3,047)      (3,047)
Balance at March 31, 2018 $-   10,181,899  $127  $160,547  $(2,546) $271,426  $(50,340) $379,214  $-   20,363,798  $127  $160,547  $(2,546) $271,426  $(50,340) $379,214 
                                
Balance at January 1, 2017 $-   8,983,206  $127  $126,390  $215  $240,591  $(74,306) $293,017 
Net income                      5,140       5,140 
Other comprehensive income                  1,027           1,027 
Stock based compensation expenses              45               45 
Shares issued under stock option plan, net of 6,962 repurchased and retired      588       22       (39)  151   134 
Capital stock issuance      1,139,502       33,792           22,740   56,532 
Restricted share activity under stock incentive plans      19,416       138           387   525 
Shares issued from direct stock sales      340       10           7   17 
Common stock dividends declared                      (2,246)      (2,246)
Balance at March 31, 2017 $-   10,143,052  $127  $160,397  $1,242  $243,446  $(51,021) $354,191 

 

(1)Share data has been adjusted to reflect a 2-for-1 stock split on July 12, 2018

See accompanying notes.

 

 6 

 

 

FIRST DEFIANCE FINANCIAL CORP.

Consolidated Condensed Statements of Cash Flows

(UNAUDITED)

(Amounts in Thousands)

 

 

 

 Three Months Ended  Three Months Ended 
 March 31,  March 31, 
 2018  2017  2019  2018 
Operating Activities                
Net income $11,737  $5,140  $11,482  $11,737 
Items not requiring (providing) cash        
Items not requiring (providing) cash:        
Provision for loan losses  (1,095)  55   212   (1,095)
Depreciation  867   867   1,031   867 
Amortization of mortgage servicing rights, net of impairment recoveries  282   279 
Amortization of mortgage servicing rights, net of impairment charges/recoveries  399   282 
Amortization of core deposit and other intangible assets  347   232   299   347 
Net amortization (accretion)of premiums and discounts on loans and deposits  (52)  27 
Net accretion of premiums and discounts on loans and deposits  (155)  (52)
Amortization of premiums and discounts on securities  284   240   285   284 
Change in deferred taxes  20   777   155   20 
Proceeds from the sale of loans held for sale  44,399   48,356   38,910   44,399 
Originations of loans held for sale  (44,474)  (45,977)  (37,513)  (44,474)
Gain from sale of loans  (1,304)  (1,083)  (1,390)  (1,304)
Loss on sale / write-down of real estate and other assets held for sale  537   - 
Loss on sale or write down of property plant and equipment  10   - 
Gain/loss on sale / write-down of real estate and other assets held for sale  249   537 
Stock option expense  84   45   11   84 
Restricted stock (income) expense  (113)  525 
Restricted stock income  (311)  (113)
Income from bank owned life insurance  (400)  (1,823)  (392)  (400)
Excess tax benefit on stock compensation plans  (148)  (162)  (105)  (148)
Changes in:                
Accrued interest receivable  (653)  (790)  (1,539)  (653)
Other assets  (1,541)  (1,801)  (3,609)  (1,541)
Other liabilities  75   3,364   1,662   75 
Net cash provided by operating activities  8,852   8,271   9,691   8,852 
                
Investing Activities                
Proceeds from maturities of held-to-maturity securities  6   5   -   6 
Proceeds from maturities, calls and pay-downs of available-for-sale securities  5,860   5,960   6,673   5,860 
Proceeds from sale of premises and equipment, real estate and other assets held for sale  249   9   161   249 
Proceeds from sale of non-mortgage loans  4,050   9,880   1,749   4,050 
Purchases of available-for-sale securities  (19,710)  (8,815)  (8,172)  (19,710)
Proceeds from Federal Home Loan stock redemption  3   -   1,982   3 
Net cash received in acquisitions  -   25,840 
Investment in bank owned life insurance  -   (20,000)
Proceeds from sale of bank owned life insurance  17,689   -   -   17,689 
Purchase of portfolio mortgage loans  -   (10,133)
Purchases of premises and equipment, net  (476)  (1,278)  (793)  (476)
Net increase in loans receivable  (12,335)  (12,851)  (10,959)  (12,335)
Net cash used by investing activities  (4,664)  (11,383)  (9,359)  (4,664)
                
Financing Activities                
Net increase in deposits and advance payments by borrowers  53,631   83,369   64,201   53,631 
Repayment of Federal Home Loan Bank advances  (23,278)  (242)  (35,031)  (23,278)
Proceeds from Federal Home Loan Bank advances  10,000   -   5,000   10,000 
Decrease in securities sold under repurchase agreements  (16,698)  (6,925)  (2,228)  (16,698)
Net cash paid for repurchase of common stock  (15,147)  - 
Proceeds from exercise of stock options  56   134   185   56 
Proceeds from direct stock sales  21   17   31   21 
Cash dividends paid on common stock  (3,047)  (2,246)  (3,788)  (3,047)
Net cash provided by financing activities  20,685   74,107   13,223   20,685 
Increase in cash and cash equivalents  24,873   70,995   13,555   24,873 
Cash and cash equivalents at beginning of period  113,693   99,003   98,962   113,693 
Cash and cash equivalents at end of period $138,566  $169,998  $112,517  $138,566 
                
Supplemental cash flow information:                
Interest paid $3,160  $2,308  $5,593  $3,160 
Income taxes paid $-  $-  $-  $- 
Initial recognition of right-of-use asset $8,808  $- 
Initial recognition of lease liability $9,339  $- 
Transfers from loans to real estate and other assets held for sale $694  $259  $146  $694 
Securities purchased but not yet settled $-  $1,668 
Sale of bank owned life insurance not yet settled $-  $17,840 

See accompanying notes.

 7 

 

 

FIRST DEFIANCE FINANCIAL CORP.

Notes to Consolidated Condensed Financial Statements (UNAUDITED)

March 31, 20182019 and 20172018

 

 

 

1.Basis of Presentation

 

First Defiance Financial Corp. (“First Defiance” or the “Company”) is a unitary thrift holding company that conducts business through its three wholly owned subsidiaries, First Federal Bank of the Midwest (“First Federal” or the “Bank”), First Insurance Group of the Midwest, Inc. (“First Insurance”), and First Defiance Risk Management Inc. (“First Defiance Risk Management”). All significant intercompany transactions and balances are eliminated in consolidation.

 

First Federal is primarily engaged in attractingcommunity banking. It attracts deposits from the general public through its offices and usingwebsite, and uses those and other available sources of funds to originate loans primarily in the counties in which its offices are located. First Federal’s traditional banking activities include originating and servicing residential non-residential real estate loans, commercial real estate loans, commercial loans, home improvement and home equity loans and consumer loans and providing a broad range of depository, trust and wealth management services.loans. In addition, First Federal invests in U.S. Treasury and federal government agency obligations, obligations of the State of Ohio and its political subdivisions, mortgage-backed securities that are issued by federal agencies, including real estate mortgage investment conduits (“REMICs”) and residential collateralized mortgage obligations (“CMOs”), and corporate bonds. First Federal’s deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”). First Federal is a member of the Federal Home Loan Bank (“FHLB”) System.

First Insurance is an insurance agency that conducts business throughthroughout First Federal’s markets. The Maumee and Oregon, Ohio, offices locatedwere consolidated into a new office in the Defiance, Sylvania, Bryan, Lima, Archbold, Fostoria, Tiffin, Findlay and Bowling Green, Ohio, areas.in January 2018. First Insurance offers property and casualty insurance, life insurance and group health insurance.

First Defiance Risk Management is a wholly-owned insurance company subsidiary of the Company that insures the Company and its subsidiaries against certain risks unique to the operations of the Company and for which insurance may not be currently available or economically feasible in today’s insurance marketplace. First Defiance Risk Management pools resources with several other similar insurance company subsidiaries of financial institutions to spread a limited amount ofhelp minimize the risk among themselves.allocable to each participating insurer.

 

The consolidated condensed statement of financial condition at December 31, 2017,2018, has been derived from the audited financial statements at that date, which were included in First Defiance’s Annual Report on Form 10-K for the year ended December 31, 2017.2018 (the “2018 Form 10-K”).

 

The accompanying consolidated condensed financial statements as of March 31, 2018,2019, and for the three month periods ended March 31, 20182019 and 20172018 have been prepared by First Defiance without audit and do not include information or footnotes necessary for the complete presentation of financial condition, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States.States (“GAAP”). These consolidated condensed financial statements should be read in conjunction with the financial statements and notes thereto included in First Defiance's 2017 Annual Report onthe 2018 Form 10-K for the year ended December 31, 2017.10-K. However, in the opinion of management, all adjustments, consisting of only normal recurring items, necessary for the fair presentation of the financial statements have been made. The results for the three month period ended March 31, 20182019, are not necessarily indicative of the results that may be expected for the entire year.

 

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2.Significant Accounting Policies

On June 22, 2018, the Company announced a stock split in the form of a share distribution of one common share for each outstanding common share. The stock split was distributed on July 12, 2018, to shareholders of record as of July 2, 2018. All share and per share data in this Quarterly Report on Form 10-Q has been adjusted and is reflective of the stock split.

2.Significant Accounting Policies

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of AmericaGAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ.

 

Earnings Per Common Share

 

Basic earnings per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. All outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends are considered participating securities for the calculation. Diluted earnings per common share include the dilutive effect of additional potential common shares issuable under stock options, restricted stock awards and stock grants.

 

Goodwill and Other Intangibles

 

Goodwill resulting from business combinations prior to January 1, 2009, represents the excess of the purchase price over the fair value of the net assets of businesses acquired. Goodwill resulting from business combinations after January 1, 2009, is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually. The Company has selected November 30 as the date to perform the annual impairment test. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on First Defiance’s balance sheet.

 

Other intangible assets consist of core deposit and acquired customer relationship intangible assets arising from whole bank, insurance and branch acquisitions. They are initially recorded at fair value and then amortized on an accelerated basis over their estimated lives, which range from five years for non-compete agreements to 10 to 20 years for core deposit and customer relationship intangibles.

 

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Accounting Standards Adopted in 2018

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies generally will be required to use more judgment and make more estimates than under current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. Subsequent to the issuance of ASU 2014-09, the FASB issued targeted updates to clarify specific implementation issues including ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU No. 2016-10, “Identifying Performance Obligations and Licensing,” ASU No. 2016-12, “Narrow-Scope Improvements and Practical Expedients,” and ASU No. 2016-20 “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” For financial reporting purposes, the standard allows for either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoption, meaning the standard is applied only to the most current period presented in the financial statements with the cumulative effect of initially applying the standard recognized at the date of initial application. Since the guidance does not apply to revenue associated with financial instruments, including loans and securities that are accounted for under other GAAP, the new guidance did not have a material impact on revenue most closely associated with financial instruments, including interest income and expense. The Company completed its overall assessment of revenue streams and review of related contracts potentially affected by the ASU, including trust and asset management fees, deposit related fees, interchange fees, merchant income, and annuity and insurance commissions. Based on this assessment, the Company concluded that ASU 2014-09 did not materially change the method in which the Company currently recognizes revenue for these revenue streams. The Company adopted ASU 2014-09 and its related amendments on its required effective date of January 1, 2018, utilizing the modified retrospective approach. Since there was no net income impact upon adoption of the new guidance, a cumulative effect adjustment to opening retained earnings was not deemed necessary. See below for additional information related to revenue generated from contracts with customers.

In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” This ASU addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments by making targeted improvements to GAAP as follows: (1) require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer; (2) simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value; (3) eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (4) eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (5) require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (6) require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (7) require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans receivable) on the balance sheet or the accompanying notes to the financial statements; and (8) clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The adoption of ASU No. 2016-01 on January 1, 2018, did not have a material impact on the Company’s Consolidated Financial Statements. Also in conjunction with the adoption, our fair value measurement of financial instruments will be based upon an exit price notion as required in ASU 2016-01. The guidance was applied on a prospective approach resulting in prior-periods no longer being comparable.

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In February 2018, the FASB issued ASU No. 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” This ASU allows a reclassification from accumulated other comprehensive income (“AOCI”) to retained earnings for certain income tax effects stranded in AOCI as a result of the Tax Act. Consequently, the reclassification eliminates the stranded tax effects resulting from the Tax Act and is intended to improve the usefulness of information reported to financial statement users. However, because the ASU only relates to the reclassification of the income tax effects of the Tax Act, the underlying guidance that requires the effect of a change in tax laws or rates to be included in income from continuing operations is not affected. The Company adopted ASU No. 2018-02 during the first quarter of 2018, and elected to reclassify the income tax effects of the Tax Act from AOCI to retained earnings. The reclassification increased AOCI and decreased retained earnings by $47,000, with zero net effect on total shareholders’ equity.

Accounting Standards Pending Adoption2019

 

In February 2016, the FASBFinancial Accounting Standards Board (“FASB”) issued ASUAccounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The objective ofguidance in the update supersedes the requirements in ASC Topic 840, Leases. The guidance is intended to increase transparency and comparability among organizations by recognizing leaseright-of-use assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments insheet. For public companies, this update arewas effective for fiscal yearsinterim and annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early2018. The Company adopted this guidance in the first quarter of 2019. Upon adoption, is permitted.the Company elected a practical expedient which allows existing leases to retain their classification as operating leases. The Company has not yet selectedelected to account for lease and related nonlease components as a transition method as it is in the process of determining the effect of the ASU on its consolidated financial statements and disclosures.single lease component. The Company has severalalso elected to not recognize right-of-use assets and lease agreements, such as branch locations,liabilities arising from short-term leases, which are currently considered operating leases, and therefore, not recognized ontwelve months or less. Implementation of the Company’s consolidated condensed statementsguidance resulted in the recording of financial condition. The Company expects the new guidance will require these lease agreements to now be recognized on the consolidated condensed statements of financial condition as a right-of-use asset and a corresponding lease liability. Therefore, the Company’s preliminary evaluation indicates the provisions of ASU No. 2016-02 are expected to impact the Company’s consolidated condensed statements of financial condition, along with our regulatory capital ratios. However, the Company continues to evaluate the extent of potential impact the new guidance will haveliability on the Company’sbalance sheet; however it does not have a material impact on the Company's other consolidated financial statements. At March 31, 2018, the Company had contractual operating lease commitments of approximately $11.0 million, before considering renewal options that are generally present.See additional disclosures in Note 10.

Accounting Standards Updates

 

In June 2016, the FASB issued ASU No. 2016-13,“Measurement “Measurement of Credit Losses on Financial Instruments.” This ASU significantly changes how entities will measure credit losses for most financial assets and certain other instruments that aren’tare not measured at fair value through net income. In issuing the standard, the FASB is responding to criticism that today’s guidance delays recognition of credit losses. The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures. This includes, but is not limited to, loans, leases, held-to-maturity securities, loan commitments, and financial guarantees. The CECL model does not apply to available-for-sale (“AFS”) debt securities. For AFS debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. As a result, entities will recognize improvements to estimated credit losses immediately in earnings rather than as interest income over time, as they do today. The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. ASU No. 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early2019. Early adoption is permitted for interim and annual reporting periods beginning after December 15, 2018.2018; however, the Company does not currently plan to adopt this ASU early. As a result of this ASU, the Company could experience an increase in its allowance. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective approach). Interagency guidance issued in December 2018 allows for a three-year phase-in of the cumulative-effect adjustment for regulatory capital reporting purposes. The Company has beguncontinues its implementation efforts by establishing athrough its established Company-wide implementation committee along with engaging a third-party software vendor to assist in the implementation process. The committee’s initial review indicates the Company has maintained sufficient historical loan data to support the requirement of this pronouncement and is currently evaluating the various loss methodologies to determine their correlations to the Company’s loan segments historical performance. EarlyThe Company anticipates running parallel computations during 2019 and continues to evaluate the impact of adoption is permitted, however, the Company does not currently plan to early adoptof this ASU.

 

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Revenue Recognition

Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

The majority of our revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as our loans, letters of credit, and investment securities, as well as revenue related to our mortgage servicing activities, as these activities are subject to other GAAP discussed elsewhere within our disclosures. Descriptions of our revenue-generating activities that are within the scope of ASC 606, which are presented in our income statements as components of non-interest income are as follows:

·Service charges on deposit accounts - these represent general service fees for monthly account maintenance and activity or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when our performance obligation is completed which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). Payment for such performance obligations are generally received at the time the performance obligations are satisfied. Service charges on deposit accounts that are within the scope of ASC 606 were $2.1 million in the first quarter of 2018. Income from services charges on deposit accounts is included in service fees and other charges in non-interest income.

·Interchange income – this represents fees earned from debit cardholder transactions. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrent with the transaction processing services provided to the cardholder. Interchange fees in the first quarter of 2018, which are reported net of network related charges, was $982,000. Interchange income is included in service fees and other charges in non-interest income.

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·Wealth management and trust fee income - this represents monthly fees due from wealth management customers as consideration for managing the customers' assets. Wealth management and trust services include custody of assets, investment management, escrow services, fees for trust services and similar fiduciary activities. Revenue is recognized when our performance obligation is completed each month, which is generally the time that payment is received. Also included are fees received from a third party broker-dealer as part of a revenue-sharing agreement for fees earned from customers that we refer to the third party. These fees are paid to us by the third party on a quarterly basis and recognized ratably throughout the quarter as our performance obligation is satisfied. Revenue from wealth management and trust services were $214,000 and $551,000, respectively, in the first quarter of 2018. Income from wealth management services is included in other income in non-interest income.

·Gain/loss on sales of OREO – the Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain or loss on sale if a significant financing component is present. Income from the gain/loss on sales of OREO was $7,000 in the first quarter of 2018. Income from the gain or loss on sales of OREO is included in other income in non-interest income.

·Insurance commissions - this represents new commissions that are recognized when the Company sells insurance policies to customers. The Company is also entitled to renewal commissions and, in some cases, contingent commissions in the form of profit sharing which are recognized in subsequent periods. The initial commission is recognized when the insurance policy is sold to a customer. Renewal commission is variable consideration and is recognized in subsequent periods when the uncertainty around variable consideration is subsequently resolved (i.e., when customer renews the policy). Contingent commission is also a variable consideration that is not recognized until the variability surrounding realization of revenue is resolved. Another source of variability is the ability of the policy holder to cancel the policy anytime and in such cases, the Company may be required, under the terms of the contract, to return part of the commission received. The variability related to cancellation of the policy is not deemed significant and thus, does not impact the amount of revenue recognized. In the event the policyholder chooses to cancel the policy at any time, the revenue for amounts which qualify for claw-back are reversed in the period the cancellation occurs. Management views the income sources from insurance commissions in two categories: 1) new/renewal commissions and 2) contingent commissions. Insurance commissions were $4.3 million in the first quarter of 2018 of which, $3.3 million were new/renewal commissions and $1.0 million were contingent commissions.

 

3.Fair Value

 

FASB ASC Topic 820, Fair Value Measurements, defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

 

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The methodsFASB ASC Topic 820 requires the use of determining the fair value of assets and liabilities presented in this notevaluation techniques that are consistent with our methodologies disclosed in Note 22 of the Company’s 2017 Form 10-K, except formarket approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation of loans which was impacted by the adoption of ASU 2016-01. Priortechniques to adopting the amendments included in the standard, the Company was permittedconvert future amounts, such as cash flows or earnings, to measure fair value under an entry price notion. The entry price notion previously applied by the Company useda single present amount on a discounted cash flows techniquebasis. The cost approach is based on the amount that currently would be required to calculatereplace the present valueservice capacity of expected future cash flows for a financial instrument. The exit price notion usesan asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the same approach, but also incorporates other factors, such as enhanced credit risk, illiquidity risk andassumptions that market factorsparticipants would use in pricing the asset or liability. Inputs may be observable, meaning those that sometimes existreflect the assumptions market participants would use in exit prices in dislocated markets. As of March 31, 2018,pricing the technique used byasset or liability developed based on the Company to estimate the exit price of the loan portfolio consists of similar procedures to those used as of December 31, 2017, but with added emphasis on both illiquidity risk and credit risk not captured by the previously applied entry price notion. This credit risk assumption is intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction.best information available. In that regard, FASB ASC Topic 820 established a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

 

·Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

 

·Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by a correlation or other means.

 

·Level 3: Unobservable inputs for determining fair value of assets and liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

 

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A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

 

Available for sale securities - Securities classified as available for sale are generally reported at fair value utilizing Level 2 inputs where the Company obtains fair value measurements from an independent pricing service that uses matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows and the bonds’ terms and conditions, among other things. Securities in Level 2 include U.S. Governmentfederal government agencies, mortgage-backed securities, corporate bonds and municipal securities.

 

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Impaired loans -Fair values for impaired collateral dependent loans are generally based on appraisals obtained from licensed real estate appraisers and in certain circumstances consideration of offers obtained to purchase properties prior to foreclosure.  Appraisals for commercial real estate generally use three methods to derive value: cost, sales or market comparison and income approach.  The cost method bases value on the cost to replace the current property.  Value of market comparison approach evaluates the sales price of similar properties in the same market area.  The income approach considers net operating income generated by the property and an investorsinvestor’s required return.  Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available.  Comparable sales adjustments are based on known sales prices of similar type and similar use properties and duration of time that the property has been on the market to sell.  Such adjustments made in the appraisal process are typically significant and result in a Level 3 classification of the inputs for determining fair value.

 

Real Estateestate held for sale- Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are then reviewed monthly by members of the asset review committee for valuation changes and are accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which may utilize a single valuation approach or a combination of approaches including cost, comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments may be significant and typically result in a Level 3 classification of the inputs for determining fair value.

 

Appraisals for both collateral-dependent impaired loans and other real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company.  Once received, a member of the Company’s asset quality or collections department reviews the assumptions and approaches utilized in the appraisal.  Appraisal values are discounted from 0% to 30% to account for other factors that may impact the value of collateral. In determining the value of impaired collateral dependent loans and other real estate owned, significant unobservable inputs may be used, which include:include but are not limited to:  physical condition of comparable properties sold, net operating income generated by the property and investor rates of return.

 

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Mortgage servicing rights - On a quarterly basis, mortgage servicing rights are evaluated for impairment based upon the fair value of the rights as compared to the carrying amount. If the carrying amount of an individual tranche exceeds fair value, impairment is recorded on that tranche so that the servicing asset is carried at fair value. Fair value is determined at a tranche level based on a model that calculates the present value of estimated future net servicing income. The valuation model utilizes assumptions that market participants would use in estimating future net servicing income and are validated against available market data (Level 2).

 

Mortgage banking derivative - The fair value of mortgage banking derivatives are evaluated monthly based on derivative valuation models using quoted prices for similar assets adjusted for specific attributes of the commitments and other observable market data at the valuation date (Level 2).

 

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The following table summarizes the financial assets measured at fair value on a recurring basis segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

 

Assets and Liabilities Measured on a Recurring Basis

 

March 31, 2018 

Level 1

Inputs

 

Level 2

Inputs

 

Level 3

Inputs

 

Total Fair

Value

 
March 31, 2019 Level 1
Inputs
  Level 2
Inputs
  Level 3
Inputs
  Total Fair
Value
 
 (In Thousands)  (In Thousands) 
Available for sale securities:                                
                
Obligations of U.S. government corporations and agencies $-  $2,501  $-  $2,501 
Obligations of U.S. federal government corporations and agencies $-  $3,911  $-  $3,911 
Mortgage-backed - residential  -   62,418   -   62,418   -   77,496   -   77,496 
REMICs  -   1,020   -   1,020   -   2,600   -   2,600 
Collateralized mortgage obligations- residential  -   95,192   -   95,192   -   101,420   -   101,420 
Preferred Stock  1   -   -   1 
Corporate bonds  -   13,042   -   13,042   -   12,978   -   12,978 
Obligations of state and political subdivisions  -   95,937   -   95,937   -   101,489   -   101,489 
Mortgage banking derivative - asset  -   652   -   652   -   879   -   879 
Mortgage banking derivative -liability  -   12   -   12 
Mortgage banking derivative - liability  -   147   -   147 

 

December 31, 2017 Level 1
Inputs
  

Level 2

Inputs

 

Level 3

Inputs

 

Total Fair

Value

 
December 31, 2018 Level 1
Inputs
  Level 2
Inputs
  Level 3
Inputs
  Total Fair
Value
 
 (In Thousands)  (In Thousands) 
Available for sale securities:                                
                
Obligations of U.S. Government corporations and agencies $-  $508  $-  $508 
Obligation of U.S. federal government corporations and agencies $-  $2,503  $-  $2,503 
Mortgage-backed - residential  -   59,269   -   59,269   -   74,710   -   74,710 
REMICs  -   1,065   -   1,065   -   2,709   -   2,709 
Collateralized mortgage obligations-residential  -   93,876   -   93,876   -   101,461   -   101,461 
Preferred stock  1   -   -   1 
Corporate bonds  -   13,103   -   13,103   -   12,806   -   12,806 
Obligations of state and political subdivisions  -   92,828       92,828   -   99,887       99,887 
Mortgage banking derivative - asset  -   609   -   609   -   367   -   367 
Mortgage banking derivative -liability  -   11   -   11   -   73   -   73 

 

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The following table summarizes the financial assets measured at fair value on a non-recurring basis segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

 

Assets and Liabilities Measured on a Non-Recurring Basis

 

March 31, 2018 Level 1
Inputs
  Level 2
Inputs
  Level 3
Inputs
  Total Fair
Value
 
  (In Thousands) 
Impaired loans                
Commercial Real Estate $-  $-  $-  $- 
Commercial  -   -   -   - 
Total Impaired loans  -   -   -   - 
Mortgage servicing rights  -   539   -   539 
Real estate held for sale                
Commercial Real Estate  -   -   705   705 
Total Real Estate held for sale  -   -   705   705 
March 31, 2019 Level 1 Inputs  Level 2 Inputs  Level 3 Inputs  Total Fair
Value
 
  (In Thousands) 
Mortgage servicing rights $-  $501  $-  $501 
Real estate held for sale Commercial real estate  -   -   236   236 
Total real estate held for sale  -   -   236   236 

 

December 31, 2017 Level 1
Inputs
  Level 2
Inputs
  Level 3
Inputs
  Total Fair
Value
 
December 31, 2018 Level 1 Inputs  Level 2 Inputs  Level 3 Inputs  Total Fair
Value
 
 (In Thousands)  (In Thousands) 
Impaired loans                                
Commercial Real Estate $-   -  $1,787  $1,787 
Commercial real estate $-  $-  $1,456  $1,456 
Commercial          2,817   2,817           319   319 
Total impaired loans  -   -   4,604   4,604   -   -   1,775   1,775 
Mortgage servicing rights  -   534   -   534   -   629   -   629 
Commercial Real Estate  -   -   227   227 
Total Real Estate held for sale  -   -   227   227 
Real estate held for sale                
Commercial real estate  -   -   705   705 
Total real estate held for sale  -   -   705   705 

 

For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of March 31, 2018,2019, the significant unobservable inputs used in the fair value measurements were as follows:

 

  

Fair

Value

  Valuation Technique Unobservable Inputs 

Range of

Inputs

  

Weighted

Average

 
     (Dollars in Thousands)
                 
Real estate held for sale – Applies to all classes $705  Appraisals which utilize sales comparison, net income and cost approach Discounts for changes in market conditions  20%  20%
  

Fair

Value

  Valuation Technique Unobservable Inputs Range of
Inputs
  Weighted
Average
 
     (Dollars in Thousands)
                 
Real estate held for sale – Applies to all classes $236  Purchase agreement. Discounts for changes in market conditions  42.8%  42.8%

 

 1714 

 

 

For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of December 31, 2017,2018, the significant unobservable inputs used in the fair value measurements were as follows:

 

 

Fair

Value

  Valuation Technique Unobservable Inputs 

Range of

Inputs

  Weighted
Average
  Fair
Value
  Valuation Technique Unobservable Inputs Range of
Inputs
  Weighted
Average
 
   (Dollars in Thousands)   (Dollars in Thousands)
                           
Impaired Loans- Applies to all loan classes $4,604  Appraisals which utilize sales comparison, net income and cost approach Discounts for collection issues and changes in market conditions      10-20%   10% $1,775  Appraisals which utilize sales comparison, net income and cost approach Discounts for collection issues and changes in market conditions   10-13%   10.86%
                              
Real estate held for sale – Applies to all classes $227  Appraisals which utilize sales comparison, net income and cost approach Discounts for changes in market conditions  0%  0% $705  Appraisals which utilize sales comparison, net income and cost approach Discounts for changes in market conditions  20%  20%

 

There were no impaired loans which were measured for impairment using the fair value of collateral at March 31, 2018.2019. Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a fair value of $4.6$1.8 million, with a no$9,000 valuation allowance December 31, 2017.2018. A provision expense of $124,000 for the three months ended March 31, 2019 and $134,000 for the three months ended March 31, 2018, and $208,000 for the three months ended March 31, 2017, were included in earnings.

 

Mortgage servicing rights which are carried at the lower of cost or fair value, had a fair value of $539,000$501,000 with a valuation allowance of $395,000$413,000 and a fair value of $534,000$629,000 with a valuation allowance of $432,000$300,000 at March 31, 20182019 and December 31, 2017,2018, respectively. A charge of $113,000 and a recovery of $37,000 and $33,000 for the three months ended March 31, 2018,2019, and March 31, 2017,2018, respectively, was included in earnings.

 

Real estate held for sale is determined using Level 3 inputs which include appraisals and are adjusted for estimated costs to sell. The change in fair value of real estate held for sale was $544,000$264,000 for the three months ended March 31, 2018,2019, which was recorded directly as an adjustment to current earnings through non-interest expense. The change in fair value of real estate held for sale was not material$544,000 for the three months ended March 31, 2017.2018.

 

In accordance with FASB ASC Topic 825, the Fair Value Measurements tables are a comparative condensed consolidated statement of financial condition based on carrying amount and estimated fair values of financial instruments as of March 31, 2018,2019, and December 31, 2017.2018. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of First Defiance.

 

Much of the information used to arrive at “fair value” is highly subjective and judgmental in nature and therefore the results may not be precise. Subjective factors include, among other things, estimated cash flows, risk characteristics and interest rates, all of which are subject to change. With the exception of investment securities, the Company’s financial instruments are not readily marketable and market prices do not exist. Since negotiated prices for the instruments, which are not readily marketable, depend greatly on the motivation of the buyer and seller, the amounts that will actually be realized or paid per settlement or maturity of these instruments could be significantly different.

 

 1815 

 

 

The carrying amount of cash and cash equivalents and notes payable, as a result of their short-term nature, is considered to be equal to fair value and are classified as Level 1.

 

It was not practicable to determine the fair value of Federal Home Loan Bank (“FHLB”)FHLB stock due to restrictions placed on its transferability.

 

The Company adopted the amendments to ASU 2016-01 relating to the loan portfolio forin the first quarter ended March 31,of 2018 and an exit price income approach wasis now used to determine the fair value. The loans were valued on an individual basis, with consideration given to the loans'loans underlying characteristics, including account types, remaining terms (in months), annual interest rates or coupons, interest types, past delinquencies, timing of principal and interest payments, current market rates, loss exposures, and remaining balances. The model utilizes a discounted cash flow approach to estimate the fair value of the loans using assumptions for the coupon rates, remaining maturities, prepayment speeds, projected default probabilities, losses given defaults, and estimates of prevailing discount rates. The discounted cash flow approach models the credit losses directly in the projected cash flows. The model applies various assumptions regarding credit, interest, and prepayment risks for the loans based on loan types, payment types and fixed or variable classifications. As of December 31, 2017, the fair value was estimated by discounting the future cash flows using the rates at which similar notes would be written for the same remaining maturities or an entry price income approach. The market rates used were based on current rates the Company would impose for similar loans and reflect a market participant assumption about risks associated with non-performance, illiquidity, and the structure and term of the loans along with local economic and market conditions. For all periods presented, the estimated fair value of impaired loans is based on the fair value of the collateral, less estimated cost to sell, or the present value of the loan’s expected future cash flows (discounted at the loan’s effective interest rate). All impaired loans are classified as Level 3 and all other loans are classified as Level 2 within the valuation hierarchy.

 

The fair value of accrued interest receivable is equal to the carrying amounts resulting in a Level 2 or Level 3 classification which is consistent with its underlying value.

 

The fair value of non-interest bearing deposits are considered equal to the amount payable on demand at the reporting date (i.e. carrying value) and are classified as Level 1. The fair value of savings, NOWchecking and certain money market accounts are equal to their carrying amounts and are a Level 2 classification. Fair values of fixed rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.

 

The fair values of securities sold under repurchase agreements are equal to their carrying amounts resulting in a Level 2 classification. The carrying value of subordinated debentures and deposits with fixed maturities is estimated based discounted cash flow analyses based on interest rates currently being offered on instruments with similar characteristics and maturities resulting in a Level 3 classification.

 

FHLB advances with maturities greater than 90 days are valued based on a discounted cash flow analysis, using interest rates currently being quoted for similar characteristics and maturities resulting in a Level 2 classification. The cost or value of any call or put options is based on the estimated cost to settle the option at March 31, 2018.2019.

 

     

Fair Value Measurements at March 31, 2019

(In Thousands)

 
  Carrying
Value
  Total  Level 1  Level 2  Level 3 
Financial Assets:                    
Cash and cash equivalents $112,517  $112,517  $112,517  $-  $- 
Investment securities  300,418   300,418   1   300,417   - 
Federal Home Loan Bank Stock  12,235   N/A   N/A   N/A   N/A 
Loans, net, including loans held for sale  2,527,043   2,530,106   -   6,913   2,523,193 
Accrued interest receivable  11,180   11,180   12   1,699   9,469 
                     
Financial Liabilities:                    
Deposits $2,685,792  $2,682,404  $586,033  $2,096,371  $- 
Advances from Federal Home Loan Bank  55,158   54,709   -   54,709   - 
Securities sold under repurchase agreements  3,513   3,513   -   3,513   - 
Subordinated debentures  36,083   31,455   -   -   31,455 

 1916 

 

 

     

Fair Value Measurements at March 31, 2018

(In Thousands)

 
  

Carrying

Value

  Total  Level 1  Level 2  Level 3 
Financial Assets:                    
Cash and cash equivalents $138,566  $138,566  $138,566  $-  $- 
Investment securities  270,752   270,752   -   270,752   - 
Federal Home Loan Bank Stock  15,989   N/A   N/A   N/A   N/A 
Loans,  including loans held for sale  2,369,596   2,318,895   -   11,674   2,307,221 
Accrued interest receivable  9,359   9,359   9   1,510   7,840 
                     
Financial Liabilities:                    
Deposits $2,491,801  $2,483,228  $550,742  $1,932,486  $- 
Advances from Federal Home Loan Bank  71,001   69,665   -   69,665   - 
Securities sold under repurchase agreements  9,321   9,321   -   9,321   - 
Subordinated debentures  36,083   35,558   -   -   35,558 

   

Fair Value Measurements at December 31, 2017

(In Thousands)

    

Fair Value Measurements at December 31, 2018

(In Thousands)

 
 

Carrying

Value

  Total  Level 1  Level 2  Level 3  Carrying
Value
  Total  Level 1  Level 2  Level 3 
Financial Assets:                                        
Cash and cash equivalents $113,693  $113,693  $113,693  $-  $-  $98,962  $98,962  $98,962  $-  $- 
Investment securities  261,298   261,299   1   261,298   -   294,602   294,602   -   294,602   - 
Federal Home Loan Bank Stock  15,992   N/A   N/A   N/A   N/A 
FHLB Stock  14,217   N/A   N/A   N/A   N/A 
Loans, net, including loans held for sale  2,332,465   2,315,791   -   10,830   2,304,961   2,518,321   2,501,096   -   6,865   2,494,231 
Accrued interest receivable  8,706   8,706   13   917   7,776   9,641   9,641   18   1,168   8,455 
                                        
Financial Liabilities:                                        
Deposits $2,437,656  $2,444,683  $571,360  $1,873,323  $-  $2,620,882  $2,613,965  $607,198  $2,006,767  $- 
Advances from Federal Home Loan Bank  84,279   83,261   -   83,261   - 
Advances from FHLB  85,189   84,281   -   84,281   - 
Securities sold under repurchase agreements  26,019   26,019   -   26,019   -   5,741   5,741   -   5,741   - 
Subordinated debentures  36,083   35,385   -   -   35,385   36,083   28,854   -   -   28,854 

 

4.Stock Compensation Plans

 

First Defiance has established equity based compensation plans for its directors and employees. On March 15, 2010,February 27, 2018, the Board adopted, and the shareholders approved at the 20102018 Annual Shareholders Meeting, the First Defiance Financial Corp. 20102018 Equity Incentive Plan (the “2010“2018 Equity Plan”). The 20102018 Equity Plan replaced all existing plans, although the Company’s former equity plans remain in existence to the extent there were outstanding grants thereunder at the time the 20102018 Equity Plan was approved. All awards currently outstanding under prior plans will remain in effect in accordance with their respective terms. Any new awards will be made under the 20102018 Equity Plan. The 20102018 Equity Plan allows for issuance of up to 350,000900,000 common shares through the award of options, stock grants, restricted stock units (“RSU”), stock appreciation rights or other stock-based awards.

 

 2017 

 

 

As of March 31, 2018, 37,2002019, 21,400 options remainto acquire First Defiance shares were outstanding at option prices based on the market value of the underlying shares on the date the options were granted. Options granted vest 20% per year. All options expire ten years from the date of grant. Vested options of retirees expire on the earlier of the scheduled expiration date or three months after the retirement date.

 

Annually, theThe Company approvesapproved a Short-Term Incentive Plan (“STIP”) and a Long-Term Equity Incentive Plan and a Long-Term (“LTIP”) Equity Incentive Plan for selected members of management.

 

Under the 20172018 and 20182019 STIPs, the participants could earn up tobetween 10% to 45% of their salary for potential payout based on the achievement of certain corporate performance targets during the calendar year. The final amount of benefits under the STIPs is determined as of December 31 of the same year and paid out in cash in the first quarter of the following year. The participants are required to be employed on the day of payout in order to receive suchthe payment.

 

Under each LTIP, the participants may earn up tobetween 20% to 45% of their salary for potential payout in the form of equity awards based on the achievement of certain corporate performance targets over a three-year period. The Company granted 24,526, 20,65741,676 and 20,83869,014 RSU’s to the participants in the 2016, 20172018 and 20182019 LTIPs, respectively, effective January 1 in the year the award was made, which represents the maximum target award. The amount of benefit under each LTIP will be determined individually at the end of the 36 month performance period ending December 31. The benefits earned under each LTIP will be paid out in equity in the first quarter following the end of the performance period. The participants are required to be employed on the day of payout in order to receive suchthe payment.

A total of 24,75748,363 RSU’s were issued to the participants of the 20152016 LTIP in the first quarter of 20182019 for the three year performance period ended December 31, 2017.2018.

 

In the three months ended March 31, 2018,2019, the Company also granted to employees 7,578 restricted13,916 RSUs and 15,722 shares of which 3,578restricted stock. All awards were restricted stock units and 4,000 were restricted stock grants. The shares allissued to employees, 27,424 of the awardshave a three-year vesting period while 2,214 have a three yearone-year vesting period. The fair value of all granted restricted shares was determined by the stock price aton the date of the grant.

 

The fair value of each option award is estimated on the date of grant using the Black-Scholes model. Expected volatilities are based on historical volatilities of the Company’s common stock. The Company uses historical data to estimate option exercise and post-vesting termination behavior. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

 

There were no options granted during the three months ended March 31, 2018,2019, or March 31, 2017.2018.

 

 2118 

 

 

Following is stock option activity under the plans during the three months ended March 31, 2018:2019:

 

  

Options

Outstanding

  

Weighted

Average

Exercise Price

  

Weighted

Average

Remaining

Contractual

Term (in years)

  

Aggregate

Intrinsic

Value

(in 000’s)

 
Options outstanding, January 1, 2018  43,450  $21.62         
Forfeited or cancelled  -   -         
Exercised  (6,250)  15.53         
Granted  -   -         
Options outstanding, March 31, 2018  37,200  $22.60   3.32  $1,291 
Vested or expected to vest at March 31, 2018  37,200  $22.60   3.32  $1,291 
Exercisable at March 31, 2018  29,450  $19.74   2.36  $1,107 
  Options
Outstanding
  Weighted
Average
Exercise Price
  Weighted
Average
Remaining
Contractual
Term (in years)
  Aggregate
Intrinsic
Value
(in 000’s)
 
Options outstanding, January 1, 2019  39,400  $14.00         
Forfeited or cancelled  -   -         
Exercised  (18,000)  10.52         
Granted  -   -         
Options outstanding, March 31, 2019  21,400  $16.92   5.92  $253 
Vested or expected to vest at March 31, 2019  21,400  $16.92   5.92  $253 
Exercisable at March 31, 2019  14,600  $16.36   5.67  $181 

 

Proceeds, related tax benefits realized from options exercised and intrinsic value of options exercised were as follows (in thousands):

 

 Three Months Ended March 31,  Three Months Ended March 31, 
 2018  2017  2019  2018 
Proceeds of options exercised $56  $134  $185  $56 
Related tax benefit recognized  21   44   4   21 
Intrinsic value of options exercised  253   200   360   253 

 

As of March 31, 2018,2019, there was $90,000$39,000 of total unrecognized compensation cost related to unvested stock options granted under the Company’s equity plans. The cost is expected to be recognized over a weighted-average period of 2.11.5 years.

 

At March 31, 2018, 72,1972019, 178,465 RSU’s and 14,53645,094 restricted stock grants were unvested. Compensation expense is recognized over the performance period based on the achievements of targets as established under the plan documents. A total expense of $565,000$523,000 was recorded during the three months ended March 31, 20182019 compared to an expense of $849,000$565,000 for the three months ended March 31, 2017.2018. There was approximately $211,000$249,000 and $774,000$961,000 included within other liabilities at March 31, 20182019 and December 31, 2017,2018, respectively, related to the STIP.

 

    Restricted Stock Units     Stock Grants     Restricted Stock Units     Stock Grants 
    Weighted-Average     Weighted-Average     Weighted-Average     Weighted-Average 
    Grant Date     Grant Date     Grant Date     Grant Date 
Unvested Shares Shares  Fair Value  Shares  Fair Value  Shares  Fair Value  Shares  Fair Value 
                  
Unvested at January 1, 2018  72,538  $40.52   10,536  $50.56 
Unvested at January 1, 2019  144,586  $23.94   30,372  $28.48 
Granted  24,416   53.94   28,757   35.79   82,930   25.61   64,585   20.92 
Vested  (24,757)  32.30   (24,757)  32.30   (48,863)  19.65   (49,863)  19.84 
Forfeited  -   -   -   -   (188)  19.65   -   - 
Unvested at March 31, 2018  72,197  $47.87   14,536  $52.44 
Unvested at March 31, 2019  178,465  $25.66   45,094  $27.18 

 

The maximum amount of compensation expense that may be recorded for the 20182019 STIP and the 2016, 2017 and 2018active LTIPs at March 31, 2018,2019, is approximately $3.9$4.7 million. However, the estimated expense expected to be recorded as of March 31, 2018,2019, based on the performance measures in the plans, is $3.6$4.2 million of which $2.0$2.7 million is unrecognized at March 31, 20182019, and will be recognized over the remaining performance periods.

22

 

5.Dividends on Common Stock

 

First Defiance declared and paid a $0.30$0.19 per common stock dividend in the first quarter of 20182019 and declared and paid a $0.25$0.15 per common stock dividend in the first quarter of 2017.2018.

19

 

6.Earnings Per Common Share

 

Basic earnings per share are calculated using the two-class method. The two-class method is an earnings allocation formula under which earnings per share is calculated from common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Under this method, all earnings distributed and undistributed, are allocated to participating securities and common shares based on their respective rights to receive dividends. Unvested share-based payment awards that contain non-forfeitable rights to dividends are considered participating securities (i.e., unvested restricted stock), not subject to performance based measures.

 

The following table sets forth the computation of basic and diluted earnings per common share:

 

 

Three Months Ended

March 31,

  Three Months Ended
March 31,
 
 2018  2017  2019  2018 
 (In Thousands, except per
share data)
  (In Thousands, except per share data) 
Basic Earnings Per Share:             
Net income available to common shareholders $11,737  $5,140  $11,482  $11,737 
Less: Income allocated to participating securities  3   1   9   3 
Net income allocated to common shareholders  11,734   5,139   11,473   11,734 
                
Weighted average common shares outstanding Including participating securities  10,176   9,446   20,030   20,352 
Less: Participating securities  11   5   16   22 
Average common shares  10,165   9,441   20,014   20,330 
                
Basic earnings per common share $1.15  $0.54  $0.57  $0.58 
                
Diluted Earnings Per Share:                
Net income allocated to common shareholders $11,734  $5,139  $11,473  $11,734 
Weighted average common shares outstanding for basic earnings per common share  10,165   9,441   20,014   20,330 
Add: Dilutive effects of stock options  54   56   81   108 
Average shares and dilutive potential common shares  10,219   9,497   20,095   20,438 
                
Diluted earnings per common share $1.15  $0.54  $0.57  $0.57 

Share and per share data in above table has been adjusted for a 2-for-1 stock split on July 12, 2018.

20

 

Shares subject to issue upon exercise of options of 3,5003,376 in 20182019 and 4,5697,000 in 20172018 were excluded from the diluted earnings per common share calculation as they were anti-dilutive.

23

 

7.Investment Securities

 

The following is a summary of available-for-sale and held-to-maturity securities:

 

 

Amortized

Cost

 

Gross

Unrealized

Gains

 

Gross

Unrealized

Losses

  Fair Value  Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Fair Value 
 (In Thousands)  (In Thousands) 
At March 31, 2018   
At March 31, 2019   
Available-for-Sale Securities:                                
Obligations of U.S. government corporations and agencies $2,518  $-  $(17) $2,501 
U.S. Treasury securities and obligations of U.S. federal government corporations and agencies $3,913  $4  $(6) $3,911 
Mortgage-backed securities – residential  64,093   57   (1,732)  62,418   77,682   418   (604)  77,496 
REMICs  1,025   -   (5)  1,020   2,587   13   -   2,600 
Collateralized mortgage obligations  97,115   46   (1,969)  95,192   101,524   418   (522)  101,420 
Preferred stock  -   1   -   1 
Corporate bonds  12,913   129   -   13,042   12,909   98   (29)  12,978 
Obligations of state and political subdivisions  95,080   1,711   (854)  95,937   99,282   2,366   (159)  101,489 
Total Available-for-Sale $272,744  $1,943  $(4,577) $270,110  $297,897  $3,318  $(1,320) $299,895 

 

 

Amortized

Cost

 

Gross

Unrecognized

Gains

 

Gross

Unrecognized

Losses

  Fair Value  Amortized
Cost
  Gross
Unrecognized
Gains
  Gross
Unrecognized
Losses
  Fair Value 
 (In Thousands)  (In Thousands) 
Held-to-Maturity Securities*:                                
FHLMC certificates $9  $-  $-  $9  $7  $-  $-  $7 
FNMA certificates  38   -   -   38   30   -   -   30 
GNMA certificates  15   -   -   15   11   -   -   11 
Obligations of state and political subdivisions  580   -   -   580   475   -   -   475 
Total Held-to Maturity $642  $-  $-  $642  $523  $-  $-  $523 

 

    Gross Gross        Gross Gross    
 Amortized Unrealized Unrealized Fair  Amortized Unrealized Unrealized Fair 
 Cost  Gains  Losses  Value  Cost  Gains  Losses  Value 
 (In Thousands)  (In Thousands) 
At December 31, 2017                
At December 31, 2018                
Available-for-sale                                
Obligations of U.S. government corporations and agencies $518  $-  $(10) $508  $2,519  $2  $(18) $2,503 
Mortgage-backed securities - residential  59,942   90   (763)  59,269   76,165   111   (1,566)  74,710 
REMICs  1,072   -   (7)  1,065   2,712   4   (7)  2,709 
Collateralized mortgage obligations  94,588   180   (892)  93,876 
Preferred stock  -   1   -   1 
Collateralized mortgage obligations - residential  103,026   124   (1,689)  101,461 
Corporate bonds  12,914   189   -   13,103   12,910   44   (148)  12,806 
Obligations of state and political subdivisions  90,692   2,426   (290)  92,828   99,349   1,258   (720)  99,887 
Total Available-for-Sale $259,726  $2,886  $(1,962) $260,650  $296,681  $1,543  $(4,148) $294,076 

 

 2421 

 

 

    Gross Gross        Gross Gross    
 Amortized Unrecognized Unrecognized Fair  Amortized Unrecognized Unrecognized Fair 
 Cost  Gains  Losses  Value  Cost  Gains  Losses  Value 
 (In Thousands)  (In Thousands) 
Held-to-Maturity*         
Held-to-Maturity                
FHLMC certificates $10  $-  $-  $10  $8  $-  $-  $8 
FNMA certificates  41   1   -   42   31   -   -   31 
GNMA certificates  17   -   -   17   12   -   -   12 
Obligations of states and political subdivisions  580   -   -   580   475   -   -   475 
Total Held-to-Maturity $648  $1  $-  $649  $526  $-  $-  $526 

 

* FHLMC, FNMA, and GNMA certificates are residential mortgage-backed securities.

 

The amortized cost and fair value of the investment securities portfolio at March 31, 2018,2019, are shown below by contractual maturity. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. For purposes of the maturity table, mortgage-backed securities (“MBS”), collateralized mortgage obligations (“CMO”) and REMICs, which are not due at a single maturity date, have not been allocated over the maturity groupings. These securities may mature earlier than their weighted-average contractual maturities because of principal prepayments.

 

 Available-for-Sale  Held-to-Maturity  Available-for-Sale  Held-to-Maturity 
 Amortized Fair Amortized Fair  Amortized Fair Amortized Fair 
 Cost  Value  Cost  Value  Cost  Value  Cost  Value 
 (In Thousands)  (In Thousands) 
Due in one year or less $1,408  $1,420  $-  $-  $4,987  $5,007  $31  $31 
Due after one year through five years  22,370   22,694   62   62   19,869   20,047   -   - 
Due after five years through ten years  38,284   39,267   518   518   34,265   35,050   444   444 
Due after ten years  48,449   48,099   -   -   56,983   58,275   -   - 
MBS/CMO/REMIC  162,233   158,630   62   62   181,793   181,516   48   48 
 $272,744  $270,110  $642  $642  $297,897  $299,895  $523  $523 

 

Investment securities with a carrying amount of $151.6$150.2 million at March 31, 2018,2019, were pledged as collateral on public deposits, securities sold under repurchase agreements and the Federal Reserve discount window.

 

As of March 31, 2018,2019, the Company’s investment portfolio consisted of 425439 securities, 167104 of which were in an unrealized loss position.

25

 

The following tables summarize First Defiance’s securities that were in an unrealized loss position at March 31, 2018,2019, and December 31, 2017:2018:

 

  Duration of Unrealized Loss Position    
  Less than 12 Months  12 Months or Longer  Total 
     Gross     Gross       
  Fair  Unrealized  Fair  Unrealized  Fair  Unrealized 
  Value  Loss  Value  Loss  Value  Loses 
  (In Thousands) 
At March 31, 2018                  
Available-for-sale securities:                        
Obligations of U.S. government corporations and agencies $501  $(17) $-  $-  $501  $(17)
Mortgage-backed securities-residential  36,935   (865)  18,210   (867)  55,145   (1,732)
REMICs  1,020   (5)  -   -   1,020   (5)
Collateralized mortgage obligations  73,810   (1,214)  16,646   (755)  90,456   (1,969)
Obligations of state and political subdivisions  24,030   (641)  3,285   (213)  27,315   (854)
Total temporarily impaired securities $136,296  $(2,742) $38,141  $(1,835) $174,437  $(4,577)

  Duration of Unrealized Loss Position    
  Less than 12 Months  12 Months or Longer  Total 
     Gross     Gross       
  Fair  Unrealized  Fair  Unrealized  Fair  Unrealized 
  Value  Loss  Value  Loss  Value  Loses 
  (In Thousands) 
At March 31, 2019                        
Available-for-sale securities:                        
Obligations of U.S. government corporations and agencies $-  $-  $513  $(6) $513  $(6)
Mortgage-backed securities-residential  -   -   44,304   (604)  44,304   (604)
Collateralized mortgage obligations  904   (3)  48,948   (519)  49,852   (522)
Corporate bonds  2,859   (29)  -   -   2,859   (29)
Obligations of state and political subdivisions  -   -   10,124   (159)  10,124   (159)
Total temporarily impaired securities $3,763  $(32) $103,889  $(1,288) $107,652  $(1,320)

 

  Duration of Unrealized Loss Position    
  Less than 12 Months  12 Months or Longer  Total 
     Gross     Gross       
  Fair  Unrealized  Fair  Unrealized  Fair  Unrealized 
  Value  Loss  Value  Loss  Value  Loses 
  (In Thousands) 
At December 31, 2017                        
Available-for-sale securities:                        
Obligations of U.S. government corporations and agencies $-  $-  $508  $(10) $508  $(10)
Mortgage-backed securities-residential  27,881   (215)  19,038   (548)  46,919   (763)
REMICs  1,065   (7)  -   -   1,065   (7)
Collateralized mortgage obligations  49,107   (320)  20,804   (572)  69,911   (892)
Obligations of state and political subdivisions  14,249   (163)  3,370   (127)  17,619   (290)
Held to maturity securities:  12   -   9   -   21   - 
Total temporarily impaired securities $92,314  $(705) $43,729  $(1,257) $136,043  $(1,962)

22

  Duration of Unrealized Loss Position    
  Less than 12 Months  12 Months or Longer  Total 
     Gross     Gross       
  Fair  Unrealized  Fair  Unrealized  Fair  Unrealized 
  Value  Loss  Value  Loss  Value  Loses 
  (In Thousands) 
At December 31, 2018                        
Available-for-sale securities:                        
Obligations of U.S. government corporations and agencies $-  $-  $500  $(18) $500  $(18)
Mortgage-backed securities-residential  11,589   (71)  48,665   (1,495)  60,254   (1,566)
REMIC’s  -   -   857   (7)  857   (7)
Collateralized mortgage obligations  11,613   (53)  70,585   (1,636)  82,198   (1,689)
Corporate Bonds  5,752   (148)  -   -   5,752   (148)
Obligations of state and political subdivisions  11,974   (69)  16,492   (651)  28,466   (720)
Held to maturity securities:  8   -   26   -   34   - 
Total temporarily impaired securities $40,936  $(341) $137,125  $(3,807) $178,061  $(4,148)

 

There were no realized gains from the sales and calls of investment securities in the first quarter of 20182019 or in the first quarter of 2017.2018.

 

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least quarterly, and more frequently when economic or market conditions warrant such an evaluation. The investment portfolio is evaluated for OTTI by segregating the portfolio into two general segments. Investment securities classified as available-for-sale or held-to-maturity are generally evaluated for OTTI under FASB ASC Topic 320.320, Investments-Debt and Equity Securities. Certain collateralized debt obligations (“CDOs”) are evaluated for OTTI under FASB ASC Topic 325, Investment – Other.

 

 2623 

 

 

When OTTI occurs under either model, the amount of the OTTI recognized in earnings depends on whether an entity intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current period credit loss. If an entity intends to sell or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current period credit loss, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current period loss, the OTTI shall be separated into the amount representing the credit loss and the amount related to all other factors. The amount of OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected compared to the book value of the security and is recognized in earnings. The amount of OTTI related to other factors shall be recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings shall become the new amortized cost basis of the investment.

 

With the exception of corporate bonds, the above securities all have fixed interest rates, and all securities have defined maturities. Their fair value is sensitive to movements in market interest rates. First Defiance has the ability and intent to hold these investments for a time necessary to recover the amortized cost without impacting its liquidity position and it is not more than likely that the Company will be required to sell the investments before anticipated recovery.

 

In the first quarter of 20182019 and 2017,2018, management determined there was no OTTI.

 

There were no sales or calls of securities during the three months ended March 31, 20182019 or 2017.2018.

27

 

8.Loans

 

Loans receivable consist of the following:

 

 

March 31,

2018

 

December 31,

2017

  

March 31,

2019

 

December 31,

2018

 
 (In Thousands)  (In Thousands) 
Real Estate:                
        
Secured by 1-4 family residential $275,547  $274,862  $321,644  $322,686 
Secured by multi-family residential  270,733   248,092   279,175   278,358 
Secured by commercial real estate  1,011,294   987,129   1,115,325   1,126,452 
Construction  251,944   265,476   304,241   265,772 
  1,809,518   1,775,559   2,020,385   1,993,268 
Other Loans:                
Commercial  500,496   526,142   509,627   509,577 
Home equity and improvement  133,407   135,457   124,450   128,152 
Consumer finance  28,035   29,109   34,262   34,405 
  661,938   690,708   668,339   672,134 
Total loans  2,471,456   2,466,267   2,688,724   2,665,402 
Deduct:                
Undisbursed loan funds  (111,450)  (115,972)  (137,742)  (123,293)
Net deferred loan origination fees and costs  (1,676)  (1,582)  (2,014)  (2,070)
Allowance for loan loss  (27,267)  (26,683)  (28,164)  (28,331)
Totals $2,331,063  $2,322,030  $2,520,804  $2,511,708 

24

 

Loan segments have been identified by evaluating the portfolio based on collateral and credit risk characteristics.

 

28

The following table discloses allowance for loan loss activity for the quarters ended March 31, 20182019 and 20172018 by portfolio segment (In Thousands):

 

Quarter Ended March, 2018 1-4 Family
Residential
Real Estate
 Multi-
Family
Residential
Real Estate
 Commercial
Real Estate
 Construction Commercial Home Equity
and
Improvement
 Consumer
Finance
 Total 
Quarter Ended March 31,
2019
 1-4 Family
Residential
Real Estate
 Multi-
Family
Residential
Real Estate
 Commercial
Real Estate
 Construction Commercial Home Equity
and
Improvement
 Consumer
Finance
 Total 
Beginning Allowance $2,532  $2,702  $10,354  $647  $7,965  $2,255  $228  $26,683  $2,881  $3,101  $12,041  $682  $7,281  $2,026  $319  $28,331 
Charge-Offs  (16)  0   (55)  0   (97)  (117)  (31)  (316)  (172)  0   0   0   (187)  (33)  (142)  (534)
Recoveries  24   0   184   0   1,757   28   2   1,995   13   12   84   0   12   24   10   155 
Provisions  (6)  281   290   20   (1,787)  43   64   (1,095)  89   (45)  (124)  49   170   (89)  162   212 
Ending Allowance $2,534  $2,983  $10,773  $667  $7,838  $2,209  $263  $27,267  $2,811  $3,068  $12,001  $731  $7,276  $1,928  $349  $28,164 

 

Quarter Ended March 31, 2017 1-4 Family
Residential
Real Estate
 Multi-
Family
Residential
Real Estate
 Commercial
Real Estate
 Construction Commercial Home Equity
and
Improvement
 Consumer
Finance
 Total 
Quarter Ended March 31,
2018
 1-4 Family
Residential
Real Estate
 Multi-
Family
Residential
Real Estate
 Commercial
Real Estate
 Construction Commercial Home Equity
and
Improvement
 Consumer
Finance
 Total 
Beginning Allowance $2,627  $2,228  $10,625  $450  $7,361  $2,386  $207  $25,884  $2,532  $2,702  $10,354  $647  $7,965  $2,255  $228  $26,683 
Charge-Offs  (49)  0   (290)  0   0   (54)  (71)  (464)  (16)  0   (55)  0   (97)  (117)  (31)  (316)
Recoveries  56   32   34   0   115   33   4   274   24   0   184   0   1,757   28   2   1,995 
Provisions  (13)  (138)  (159)  8   333   (65)  89   55   (6)  281   290   20   (1,787)  43   64   (1,095)
Ending Allowance $2,621  $2,122  $10,210  $458  $7,809  $2,300  $229  $25,749  $2,534  $2,983  $10,773  $667  $7,838  $2,209  $263  $27,267 

 

 2925 

 

 

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of March 31, 20182019 (In Thousands):

 

 1-4 Family Multi Family               1-4 Family Multi Family             
 Residential Residential Commercial       Home Equity Consumer     Residential Residential Commercial     Home Equity Consumer   
 Real Estate  Real Estate  Real Estate  Construction  Commercial  & Improvement  Finance  Total  Real Estate Real Estate Real Estate Construction Commercial & Improvement Finance Total 
Allowance for loan losses:                                                                
                                                                
Ending allowance balance attributable to loans:                                                                
                                                                
Individually evaluated for impairment $218  $2  $164  $-  $83  $312  $-  $779  $177  $2  $98  $-  $67  $236 $-   $580  
                                                                
Collectively evaluated for impairment  2,316   2,981   10,609   667   7,755   1,897   263   26,488   2,634   3,066   11,903   731   7,209   1,692   349   27,584 
                                                                
Acquired with deteriorated credit quality  -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   - 
                                                                
Total ending allowance balance $2,534  $2,983  $10,773  $667  $7,838  $2,209  $263  $27,267  $2,811  $3,068  $12,001  $731  $7,276  $1,928  $349  $28,164 
                                                                
Loans:                                                                
                                                                
Loans individually evaluated for impairment $7,117  $2,042  $30,070  $-  $10,328  $1,463  $36  $51,056  $6,640  $1,333  $23,297  $-  $10,052  $914  $33  $42,269 
                                                                
Loans collectively evaluated for impairment  267,814   268,745   982,263   140,221   491,616   132,707   28,062   2,311,428   314,510   278,011   1,095,031   166,137   501,403   124,443   34,362   2,513,897 
                                                                
Loans acquired with deteriorated credit quality  1,045   300   2,024   -   318   -   -   3,687   1,007   294   808   -   163   -   -   2,272 
                                                                
Total ending loans balance $275,976  $271,087  $1,014,357  $140,221  $502,262  $134,170  $28,098  $2,366,171  $322,157  $279,638  $1,119,136  $166,137  $511,618  $125,357  $34,395  $2,558,438 

 

 3026 

 

 

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 20172018 (In Thousands):

 

 1-4 Family  Multi Family               1-4 Family Multi Family             
 Residential Residential Commercial       Home Equity Consumer     Residential Residential Commercial     Home Equity Consumer   
 Real Estate  Real Estate  Real Estate  Construction  Commercial  & Improvement  Finance  Total  Real Estate Real Estate Real Estate Construction Commercial & Improvement Finance Total 
Allowance for loan losses:                                                                
                                                                
Ending allowance balance attributable to loans:                                                                
                                                                
Individually evaluated for impairment $167  $7  $118  $-  $187  $279  $-  $758  $175  $3  $95  $-  $79  $242  $1  $595 
                                                                
Collectively evaluated for impairment  2,365   2,695   10,236   647   7,778   1,976   228   25,925   2,706   3,098   11,946   682   7,202   1,784   318   27,736 
                                                                
Acquired with deteriorated credit quality  -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   - 
                                                                
Total ending allowance balance $2,532  $2,702  $10,354  $647  $7,965  $2,255  $228  $26,683  $2,881  $3,101  $12,041  $682  $7,281  $2,026  $319  $28,331 
                                                                
Loans:                                                                
                                                                
Loans individually evaluated for impairment $6,910  $2,278  $31,821  $-  $14,373  $1,176  $50  $56,608  $6,774  $1,347  $26,334  $-  $10,477  $963  $45  $45,940 
                                                                
Loans collectively evaluated for impairment  267,377   245,823   956,238   149,174   513,218   135,098   29,125   2,296,053   315,385    277,105   1,102,355   142,096   500,730   128,065    34,486    2,500,222  
                                                                
Loans acquired with deteriorated credit quality  1,069   301   2,121   -   337   -   -   3,828   1,012   296   846   -   177   -   -   2,331 
                                                                
Total ending loans balance $275,356  $248,402  $990,180  $149,174  $527,928  $136,274  $29,175  $2,356,489  $323,171  $278,748  $1,129,535  $142,096  $511,384  $129,028  $34,531  $2,548,493 

 

 31

The following table presents the average balance, interest income recognized and cash basis income recognized on impaired loans by class of loans (In Thousands):

  Three Months Ended March 31, 2018 
  

Average

Balance

  

Interest

Income

Recognized

  

Cash Basis

Income

Recognized

 
Residential Owner Occupied $4,639  $32  $31 
Residential Non Owner Occupied  2,509   44   41 
Total Residential Real Estate  7,148   76   72 
Construction  -   -   - 
Multi-Family  2,049   27   26 
CRE Owner Occupied  13,225   44   35 
CRE Non Owner Occupied  3,482   34   34 
Agriculture Land  11,516   95   42 
Other CRE  1,486   25   20 
Total Commercial Real Estate  29,709   198   131 
Commercial Working Capital  5,208   24   24 
Commercial Other  5,100   25   23 
Total Commercial  10,308   49   47 
Home Equity and  Improvement  1,474   11   11 
Consumer Finance  39   1   1 
Total Impaired Loans $50,727  $362  $288 

3227 

 

 

The following table presents the average balance, interest income recognized and cash basis income recognized on impaired loans by class of loans (In Thousands):

 

 Three Months Ended March 31, 2017  Three Months Ended March 31, 2019 
 

Average

Balance

 

Interest

Income

Recognized

 

Cash Basis

Income

Recognized

  Average
Balance
  Interest
Income
Recognized
  Cash Basis
Income
Recognized
 
Residential Owner Occupied $2,820  $28  $28  $4,552  $64  $60 
Residential Non Owner Occupied  3,891   36   36   2,080   30   32 
Total Residential Real Estate  6,711   64   64   6,632   94   92 
Construction  3,374   10   10   -   -   - 
Multi-Family  4,614   22   22   1,332   20   20 
CRE Owner Occupied  4,499   42   39   7,365   166   132 
CRE Non Owner Occupied  2,707   47   19   1,989   33   26 
Agriculture Land  1,668   13   12   12,903   206   197 
Other CRE  13,488   124   92   1,154   34   33 
Total Commercial Real Estate  -   -   -   23,411   439   388 
Commercial Working Capital  2,372   19   19   8,089   143   91 
Commercial Other  1,722   21   16   1,870   27   24 
Total Commercial  4,094   40   35   9,959   170   115 
Home Equity and Improvement  1,254   10   10   921   14   13 
Consumer Finance  74   1   1   36   1   1 
Total Impaired Loans $28,995  $249  $212  $42,291  $738  $629 

 

 3328

The following table presents the average balance, interest income recognized and cash basis income recognized on impaired loans by class of loans (In Thousands):

  Three Months Ended March 31, 2018 
  Average
Balance
  Interest
Income
Recognized
  Cash Basis
Income
Recognized
 
Residential Owner Occupied $4,639  $32  $31 
Residential Non Owner Occupied  2,509   44   41 
Total Residential Real Estate  7,148   76   72 
Construction  -   -   - 
Multi-Family  2,049   27   26 
CRE Owner Occupied  13,225   44   35 
CRE Non Owner Occupied  3,482   34   34 
Agriculture Land  11,516   95   42 
Other CRE  1,486   25   20 
Total Commercial Real Estate  29,709   198   131 
Commercial Working Capital  5,208   24   24 
Commercial Other  5,100   25   23 
Total Commercial  10,308   49   47 
Home Equity and Improvement  1,474   11   11 
Consumer Finance  39   1   1 
Total Impaired Loans $50,727  $362  $288 

29 

 

 

The following table presents loans individually evaluated for impairment by class of loans (In Thousands):

 

 March 31, 2018 December 31, 2017  March 31, 2019 December 31, 2018 
 

Unpaid

Principal

Balance*

 

Recorded

Investment

 

Allowance

for Loan

Losses

Allocated

 

Unpaid

Principal

Balance*

 

Recorded

Investment

 

Allowance

for Loan

Losses

Allocated

  

 

Unpaid

Principal

Balance*

  Recorded
Investment
  Allowance
for Loan
Losses
Allocated
  

 

Unpaid

Principal

Balance*

  Recorded
Investment
  Allowance
for Loan
Losses
Allocated
 
With no allowance recorded:                                                
Residential Owner Occupied $2,744  $2,597  $-  $2,507  $2,364  $-  $468  $343  $-  $901  $775  $- 
Residential Non Owner Occupied  1,468   1,464   -   1,711   1,708   -   906   911   -   950   955   - 
Total 1-4 Family Residential Real Estate  4,212   4,061   -   4,218   4,072   -   1,374   1,254   -   1,851   1,730   - 
Multi-Family Residential Real Estate  1,863   1,870   -   2,095   2,102   -   1,282   1,289   -   1,296   1,302   - 
CRE Owner Occupied  11,847   11,387   -   12,273   11,804   -   6,884   5,631   -   7,464   6,202   - 
CRE Non Owner Occupied  3,035   2,873   -   3,085   2,925   -   1,794   1,628   -   1,824   1,659   - 
Agriculture Land  11,682   11,860   -   13,029   13,185   -   12,664   12,809   -   14,915   14,994   - 
Other CRE  959   748   -   981   768   -   457   459   -   464   462   - 
Total Commercial Real Estate  27,523   26,868   -   29,368   28,682   -   21,799   20,527   -   24,667   23,317   - 
Construction  -   -   -   -   -   -   -   -   -   -   -   - 
Commercial Working Capital  4,888   4,815   -   5,462   5,422   -   7,715   7,725   -   7,569   7,498   - 
Commercial Other  4,744   4,757   -   9,916   7,644   -   1,688   1,686   -   2,095   2,100   - 
Total Commercial  9,632   9,572   -   15,378   13,066   -   9,403   9,411   -   9,664   9,598   - 
Home Equity and Home Improvement  614   569   -   630   584   -   -   -   -   -   -   - 
Consumer Finance  36   36   -   42   42   -   -   -   -   -   -   - 
Total loans with no allowance recorded $43,880  $42,976  $-  $51,731  $48,548  $-  $33,858  $32,481  $-  $37,478  $35,947  $- 
                                                
With an allowance recorded:                                                
Residential Owner Occupied $1,998  $1,978  $144  $1,841  $1,814  $137  $4,291  $4,255  $151  $3,926  $3,884  $148 
Residential Non Owner Occupied  1,076   1,078   74   1,031   1,024   30   1,126   1,131   26   1,152   1,160   27 
Total 1-4 Family Residential Real Estate  3,074   3,056   218   2,872   2,838   167   5,417   5,386   177   5,078   5,044   175 
Multi-Family Residential Real Estate  171   172   2   175   176   7   43   44   2   44   44   3 
CRE Owner Occupied  2,077   1,616   50   2,007   1,546   44   2,141   1,657   40   2,419   1,935   38 
CRE Non Owner Occupied  644   584   42   651   593   28   342   345   15   350   353   16 
Agriculture Land  287   284   32   293   292   14   95   96   6   37   38   2 
Other CRE  916   718   40   909   708   32   1,088   672   37   1,107   691   39 
Total Commercial Real Estate  3,924   3,202   164   3,860   3,139   118   3,666   2,770   98   3,913   3,017   95 
Construction  -   -   -   -   -   -   -   -   -   -   -   - 
Commercial Working Capital  458   461   62   447   449   77   507   510   54   525   528   55 
Commercial Other  293   295   21   854   858   110   128   131   13   560   352   24 
Total Commercial  751   756   83   1,301   1,307   187   635   641   67   1,085   880   79 
Home Equity and Home Improvement  898   894   312   596   592   279   965   914   236   1,013   963   242 
Consumer Finance  -   -   -   8   8   -   33   33   -   45   45   1 
Total loans with an allowance recorded $8,818  $8,080  $779  $8,812  $8,060  $758  $10,759  $9,788  $580  $11,178  $9,993  $595 

 

* Presented gross of charge offscharge-offs

 

 3430 

 

 

The following table presents the current balance of the aggregate amounts of non-performing assets, comprised of non-performing loans and real estate owned on the dates indicated:

 

 

March 31,

2018

  December 31,
2017
  

March 31,

2019

  December 31,
2018
 
 (In Thousands)  (In Thousands) 
Non-accrual loans $27,925  $30,715  $17,645  $19,016 
Loans over 90 days past due and still accruing  -   -   -   - 
Total non-performing loans  27,925   30,715   17,645   19,016 
Real estate and other assets held for sale  1,440   1,532   941   1,205 
Total non-performing assets $29,365  $32,247  $18,586  $20,221 
Troubled debt restructuring, still accruing $13,722  $13,770  $11,908  $11,573 

 

The following table presents the aging of the recorded investment in past due and non- accrual loans as of March 31, 2018,2019, by class of loans (In Thousands):

 Current  30-59 days  60-89 days  90+ days  Total
Past Due
  Total
Non-
Accrual
 
              Current  30-59 days  60-89 days  90+ days  Total
Past Due
 Total
Non-
Accrual
 
Residential Owner Occupied $177,799  $537  $259  $933  $1,729  $2,111  $201,526  $84  $789  $1,535  $2,408  $2,933 
Residential Non Owner Occupied  96,275   76   -   97   173   342   118,110   39   22   52   113   241 
                                                
Total 1-4 Family Residential Real Estate  274,074   613   259   1,030   1,902   2,453   319,636   123   811   1,587   2,521   3,174 
                                                
Multi-Family Residential Real Estate  271,087   -   -   -   -   124   279,638   -   -   -   -   - 
                                                
CRE Owner Occupied  407,019   592   76   847   1,515   10,170   416,888   616   320   331   1,267   4,122 
CRE Non Owner Occupied  424,247   1,074   29   263   1,366   2,164   527,519   513   -   -   513   672 
Agriculture Land  130,940   82   -   208   290   4,275   129,563   -   171   3   174   4,618 
Other Commercial Real Estate  48,868   13   -   99   112   611   43,057   110   -   45   155   45 
                                                
Total Commercial Real Estate  1,011,074   1,761   105   1,417   3,283   17,220   1,117,027   1,239   491   379   2,109   9,457 
                                                
Construction  140,221   -   -   -   -   -   166,137   -   -   -   -   - 
                                                
Commercial Working Capital  229,844   209   -   100   309   3,550   220,777   85   -   3,874   3,959   3,903 
Commercial Other  271,422   49   -   638   687   3,620   286,182   469   -   231   700   456 
                                                
Total Commercial  501,266   258   -   738   996   7,170   506,959   554   -   

4,105

   4,659   4,359 
                                                
Home Equity/Home Improvement  133,552   29   7   582   618   909   125,080   89   64   124   277   606 
Consumer Finance  27,764   199   96   39   334   39   34,247   108   9   31   148   38 
                                                
Total Loans $2,359,038  $2,860  $467  $3,806  $7,133  $27,915  $2,548,724  $2,113  $1,375  $6,226  $9,714  $17,634 

 

 3531 

 

 

The following table presents the aging of the recorded investment in past due and non-accrual loans as of December 31, 2017,2018, by class of loans (In Thousands):

 

 Current  30-59 days  60-89 days  90+ days  Total
Past Due
  Total
Non-
Accrual
  Current  30-59 days  60-89 days  90+ days  Total
Past Due
 Total Non
Accrual
 
                          
Residential Owner Occupied $175,139  $821  $1,033  $1,227  $3,081  $2,510  $199,664  $887  $821  $1,402  $3,110  $3,266 
Residential Non Owner Occupied  96,400   495   8   233   736   520   119,988   64   180   165   409   363 
                                                
Total 1-4 Family Residential Real Estate  271,539   1,316   1,041   1,460   3,817   3,030   319,652   951   1,001   1,567   3,519   3,629 
                                                
Multi-Family Residential Real Estate  247,980   422   -   -   422   128   278,748   -   -   -   -   102 
                                                
CRE Owner Occupied  393,125   195   188   1,268   1,651   10,775   416,879   52   300   138   490   4,377 
CRE Non Owner Occupied  403,656   1   91   424   516   2,431   534,823   6   119   -   125   620 
Agriculture Land  131,753   412   -   66   478   4,144   129,040   66   -   2,869   2,935   5,253 
Other Commercial Real Estate  58,784   13   -   204   217   734   45,232   11   -   -   11   - 
                                                
Total Commercial Real Estate  987,318   621   279   1,962   2,862   18,084   1,125,974   135   419   3,007   3,561   10,250 
                                                
Construction  149,174   -   -   -   -   -   142,096   -   -   -   -   - 
                                                
Commercial Working Capital  233,632   102   1,264   876   2,242   2,369   217,832   268   -   3,838   4,106   4,021 
Commercial Other  291,455   82   -   517   599   6,474   289,125   32   54   235   321   480 
                                                
Total Commercial  525,087   184   1,264   1,393   2,841   8,843   506,957   300   54   4,073   4,427   4,501 
                                                
Home Equity and Home Improvement  133,144   2,490   434   206   3,130   591   127,346   1,446   146   90   1,682   394 
Consumer Finance  28,800   293   80   2   375   27   34,224   134   77   96   307   126 
                                                
Total Loans $2,343,042  $5,326  $3,098  $5,023  $13,447  $30,703  $2,534,997  $2,966  $1,697  $8,833  $13,496  $19,002 

 

 3632 

 

 

Troubled Debt Restructurings

 

As of March 31, 2018,2019, and December 31, 2017,2018, the Company had a recorded investment in troubled debt restructurings (“TDRs”) of $20.4$19.0 million and $21.7$19.2 million, respectively. The Company allocated $686,000$580,000 and $751,000$581,000 of specific reserves to those loans at March 31, 2018,2019, and December 31, 2017,2018, respectively, and had committed to lend additional amounts totaling up to $769,000$330,000 and $242,000$169,000 at March 31, 2018,2019, and December 31, 2017,2018, respectively.

 

The Company offers various types of concessions when modifying a loan, however, forgiveness of principal is rarely granted. Each TDR is uniquely designed to meet the specific needs of the borrower. Commercial and industrial loans modified in a TDR often involve temporary interest-only payments, term extensions and converting revolving credit lines to term loans. Additional collateral or an additional guarantor is often requested when granting a concession. Commercial mortgage loans modified in a TDR often involve temporary interest-only payments, re-amortization of remaining debt in order to lower payments and sometimes reducing the interest rate lower than the current market rate. Residential mortgage loans modified in a TDR are comprised of loans where monthly payments are lowered, either through interest rate reductions or principal only payments for a period of time, to accommodate the borrowers’ financial needs, interest is capitalized into principal, or the term and amortization are extended. Home equity modifications are made infrequently and usually involve providing an interest rate that is lower than the borrower would be able to obtain due to credit issues. All retail loans where the borrower is in bankruptcy are classified as TDRs regardless of whether or not a concession is made.

 

Of the loans modified in a TDR as of March 31, 2018, $6.62019, $7.1 million were on non-accrual status and partial charge-offs have in some cases been taken against the outstanding balance. Loans modified as a TDR may have the financial effect of increasing the allowance associated with the loan. If the loan is determined to be collateral dependent, the estimated fair value of the collateral, less any selling costs is used to determine if there is a need for a specific allowance or charge-off. If the loan is determined to be cash flow dependent, the allowance is measured based on the present value of expected future cash flows discounted at the loan’s pre-modification effective interest rate.

 

 3733 

 

 

The following tabletables present loans by class modified as TDRs that occurred during the three month periods ending March 31, 2018,2019, and March 31, 2017:2018:

 

 

Loans Modified as a TDR for the Three

Months Ended March 31, 2018

($ in thousands)

 

Loans Modified as a TDR for the Three

Months Ended March 31, 2017

($ in thousands)

  

Loans Modified as a TDR for the Three
Months Ended March 31, 2019

($ in thousands)

 

Loans Modified as a TDR for the Three
Months Ended March 31, 2018

($ in thousands)

 
Troubled Debt Restructurings 

Number of

Loans

 

Recorded Investment

(as of period end)

 

Number of

Loans

 

Recorded Investment

(as of period end)

  Number of
Loans
 Recorded Investment
(as of period end)
 Number of
Loans
 Recorded Investment
(as of period end)
 
                  
1-4 Family Owner Occupied  3  $145   4  $100   3  $473   3  $145 
1-4 Family Non Owner Occupied  1   69   2   84   0   -   1   69 
Multi Family  0   -   0   -   0   -   0   - 
CRE Owner Occupied  2   650   1   119   0   -   2   650 
CRE Non Owner Occupied  0   -   0   -   0   -   0   - 
Agriculture Land  0   -   0   -   0   -   0   - 
Other CRE  0   -   0   -   0   -   0   - 
Commercial Working Capital  4   2,114   0   -   0   -   4   2,114 
Commercial Other  0   -   1   46   1   14   0   - 
Home Equity and Improvement  0   -   1   25   1   20   0   - 
Consumer Finance  0   -   2   15   1   7   0   - 
Total  10  $2,978   11  $389   6  $514   10  $2,978 

 

The loans described above decreased the allowance for loan and lease losses (“ALLL”) by $6,000 in the three month period ending March 31, 2019, and decreased the ALLL by $5,000 in the three month period ending March 31, 2018 and decreased the ALLL by $19,000 in the three month period ending March 31, 2017.2018.

 

Of the 20182019 modifications, one wasthree were made a TDR due to terming out lines of credit, five were made TDR due to advancing or renewing money to a watch list credit, one loan made a TDR due to an reduction of the interest rate,bankruptcy and three were made a TDR because the current debt was refinanced due to maturity or for payment relief.

 

The following tabletables present loans by class modified as TDRs for which there was a payment default within twelve months following the modification during the three month periodperiods ended March 31, 2018,2019, and March 31, 2017:2018:

 

  

Three Months Ended March 31, 2018

($ in thousands)

  

Three Months Ended March 31, 2017

($ in thousands)

 

Troubled Debt Restructurings

That Subsequently Defaulted

 

Number of

Loans

  

Recorded Investment

(as of period end)

  

Number of

Loans

  

Recorded Investment

(as of period end)

 
             
1-4 Family Owner Occupied  0  $-   0  $- 
1-4 Family Non Owner Occupied  0   -   0   - 
CRE Owner Occupied  0   -   0   - 
CRE Non Owner Occupied  0   -   0   - 
Agriculture Land  0   -   0   - 
Other CRE  0   -   0   - 
Commercial Working Capital or Other  0   -   0   - 
Commercial Other  1   197   0   - 
Home Equity and Improvement  0   -   0   - 
Consumer Finance  0   -   0   - 
Total  1  $197   0  $- 

38

  

Three Months Ended March 31, 2019

($ in thousands)

  

Three Months Ended March 31, 2018

($ in thousands)

 
Troubled Debt Restructurings
That Subsequently Defaulted
 Number of
Loans
  

Recorded Investment

(as of period end)

  Number of
Loans
  Recorded Investment
(as of period end)
 
             
1-4 Family Owner Occupied  1  $76   0  $- 
1-4 Family Non Owner Occupied  0   -   0   - 
CRE Owner Occupied  0   -   0   - 
CRE Non Owner Occupied  0   -   0   - 
Agriculture Land  0   -   0   - 
Other CRE  0   -   0   - 
Commercial Working Capital or Other  3   2,544   0   - 
Commercial Other  0   -   1   197 
Home Equity and Improvement  1   61   0   - 
Consumer Finance  0   -   0   - 
Total  5  $2,681   1  $197 

 

The TDRs that subsequently defaulted described above had no effect ondecreased the allowance for loan losses by $1,000 for the three month period ended March 31, 2018.2019.

34

 

In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed on the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification.

 

Credit Quality Indicators

 

Loans are categorized into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. Loans are analyzed individually by classifying the loans as to credit risk. This analysis includes all non-homogeneous loans, such as commercial and commercial real estate loans and certain homogenous mortgage, home equity and consumer loans. This analysis is performed on a quarterly basis. First Defiance uses the following definitions for risk ratings:

 

Special Mention.Loans classified as special mention have a potential weakness that deserves management'smanagement’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution's credit position at some future date.

 

Substandard.Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

 

Doubtful.Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

 

Not Graded.Loans classified as not graded are generally smaller balance residential real estate, home equity and consumer installment loans which are originated primarily by using an automated underwriting system. These loans are monitored based on their delinquency status and are evaluated individually only if they are seriously delinquent.

 

35

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. As of March 31, 2019, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows (In Thousands):

Class Pass  Special
Mention
  Substandard  Doubtful  Not
Graded
  Total 
                   
1-4 Family Owner Occupied $8,480  $89  $2,921  $-  $192,444  $203,934 
1-4 Family Non Owner Occupied  107,979   768   2,862   -   6,614   118,223 
                         
Total 1-4 Family Real Estate  116,459   857   5,783   -   199,058   322,157 
                         
Multi-Family Residential Real Estate  277,614   -   1,918   -   106   279,638 
                         
CRE Owner Occupied  396,581   13,673   7,820   -   84   418,158 
CRE Non Owner Occupied  520,779   5,057   2,194   -   -   528,030 
Agriculture Land  109,365   6,488   13,882   -   -   129,735 
Other CRE  40,238   718   1,227   -   1,030   43,213 
                         
Total Commercial Real Estate  1,066,963   25,936   25,123   -   1,114   1,119,136 
                         
Construction  146,556   219   -   -   19,362   166,137 
                         
Commercial Working Capital  207,960   8,534   8,241   -   -   224,735 
Commercial Other  276,814   7,590   2,479   -   -   286,883 
                         
Total Commercial  484,774   16,124   10,720   -   -   511,618 
                         
Home Equity and Home Improvement  -   -   417   -   124,940   125,357 
Consumer Finance  -   -   122   -   34,273   34,395 
                         
Total Loans $2,092,366  $43,136  $44,083  $-  $378,853  $2,558,438 

36

As of December 31, 2018, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows (In Thousands):

 

Class Pass  Special
Mention
  Substandard  Doubtful  Not
Graded
  Total 
                   
Residential Owner Occupied $9,419  $91  $3,130  $-  $190,134  $202,774 
Residential Non Owner Occupied  109,885   700   3,087   -   6,725   120,397 
                         
Total 1-4 Family Real Estate  119,304   791   6,217   -   196,859   323,171 
                         
Multi-Family Residential Real Estate  276,594   -   2,047   -   107   278,748 
                         
CRE Owner Occupied  402,008   5,724   9,547   -   89   417,368 
CRE Non Owner Occupied  529,842   2,807   2,297   -   -   534,946 
Agriculture Land  111,595   4,023   16,358   -   -   131,976 
Other CRE  42,189   730   1,244   -   1,082   45,245 
                         
Total Commercial Real Estate  1,085,634   13,284   29,446   -   1,171   1,129,535 
                         
Construction  122,775   219   -   -   19,102   142,096 
                         
Commercial Working Capital  205,903   6,546   9,489   -   -   221,938 
Commercial Other  279,234   7,011   3,201   -   -   289,446 
                         
Total Commercial  485,137   13,557   12,690   -   -   511,384 
                         
Home Equity and Home Improvement  -   -   434   -   128,594   129,028 
Consumer Finance  -   -   206   -   34,325   34,531 
                         
Total Loans $2,089,444  $27,851  $51,040  $-  $380,158  $2,548,493 

 39

Class Pass  

Special

Mention

  Substandard  Doubtful  

Not

Graded

  Total 
                   
1-4 Family Owner Occupied $6,764  $96  $2,387  $-  $170,282  $179,529 
1-4 Family Non Owner Occupied  84,434   1,280   3,385   -   7,348   96,447 
                         
Total 1-4 Family Real Estate  91,198   1,376   5,772   -   177,630   275,976 
                         
Multi-Family Residential Real Estate  266,216   2,063   2,698   -   110   271,087 
                         
CRE Owner Occupied  384,271   11,521   13,100   -   125   409,017 
CRE Non Owner Occupied  412,587   7,425   5,119   -   -   425,131 
Agriculture Land  109,860   7,896   13,473   -   -   131,229 
Other CRE  46,014   159   1,664   -   1,143   48,980 
                         
Total Commercial Real Estate  952,732   27,001   33,356   -   1,268   1,014,357 
                         
Construction  119,950   1,153   -   -   19,118   140,221 
                         
Commercial Working Capital  206,697   18,428   5,028   -   -   230,153 
Commercial Other  263,830   2,831   5,448   -   -   272,109 
                         
Total Commercial  470,527   21,259   10,476   -   -   502,262 
                         
Home Equity and Home Improvement  -   -   931   -   133,239   134,170 
Consumer Finance  -   -   128   -   27,970   28,098 
                         
Total Loans $1,900,623  $52,852  $53,361  $-  $359,335  $2,366,171 

40

As of December 31, 2017, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows (In Thousands):

Class Pass  

Special

Mention

  Substandard  Doubtful  

Not

Graded

  Total 
                   
Residential Owner Occupied $7,534  $99  $2,367  $-  $168,220  $178,220 
Residential Non Owner Occupied  85,802   935   3,835   -   6,564   97,136 
                         
Total 1-4 Family Real Estate  93,336   1,034   6,202   -   174,784   275,356 
                         
Multi-Family Residential Real Estate  242,969   2,503   2,819   -   111   248,402 
                         
CRE Owner Occupied  370,613   10,432   13,575   -   156   394,776 
CRE Non Owner Occupied  395,264   3,464   5,444   -   -   404,172 
Agriculture Land  114,776   2,639   14,816   -   -   132,231 
Other CRE  56,133   165   1,788   -   915   59,001 
                         
Total Commercial Real Estate  936,786   16,700   35,623   -   1,071   990,180 
                         
Construction  125,519   1,254   -   -   22,401   149,174 
                         
Commercial Working Capital  222,526   7,605   5,743   -   -   235,874 
Commercial Other  280,013   3,443   8,598   -   -   292,054 
                         
Total Commercial  502,539   11,048   14,341   -   -   527,928 
                         
Home Equity and Home Improvement  -   -   600   -   135,674   136,274 
Consumer Finance  -   -   82   -   29,093   29,175 
                         
Total Loans $1,901,149  $32,539  $59,667  $-  $363,134  $2,356,489 

4137 

 

 

The Company has purchased loans, for which there was, at acquisition, evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected. The outstanding balance of those loans is as follows (In Thousands):

 

 March 31, 2019  December 31, 2018 
 March 31, 2018  December 31, 2017      
1-4 Family Residential Real Estate $1,124  $1,154  $1,036  $1,045 
Multi-Family Residential Real Estate  307   309   298   300 
Commercial Real Estate Loans  2,833   2,921   871   899 
Commercial  389   407   209   227 
Consumer  1   2   -   - 
Total Outstanding Balance $4,654  $4,793  $2,414  $2,471 
Recorded Investment, net of allowance of $0 $3,687  $3,828  $2,272  $2,331 

 

Accretable yield, or income expected to be collected, is as follows:

 

  2018  2017 
       
Balance at January 1 $804  $- 
         
New Loans Purchased  -   1,034 
Accretion of Income  (15)  - 
Reclassification from Non-accretable  -   - 
Charge-off of Accretable Yield  -   - 
Balance at March 31 $789  $1,034 

  2019   2018 
Balance at January 1 $468  $804 
New Loans Purchased  -   - 
Accretion of Income  (12)  (15)
Reclassification from Non-accretable  -   - 
Charge-off of Accretable Yield  -   - 
Balance at March 31 $456  $789 

 

For those purchased loans disclosed above, the Company did not increase the allowance for loan losses during the three months ended March 31, 20182019 or 2017.2018. No allowances for loan losses were reversed during the same period.

Contractually required payments receivable of loans purchased with evidence of credit deterioration during the period ended March 31, 2017, using information as of the date of acquisition are included in the table below. There were no such loans purchased during the period ended March 31, 2018. (In Thousands)

1-4 Family Residential Real Estate $1,720 
Commercial Real Estate  4,724 
Commercial  785 
Consumer  4 
Total $7,233 

Cash Flows Expected to be Collected at Acquisition $ 5,721

Fair Value of Acquired Loans at Acquisition $ 4,703

 

Foreclosure Proceedings

 

Consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure totaled $741,000$912,000 as of March 31, 2019 and $796,000 as of December 31, 2018.

 

 4238 

 

 

9.Mortgage Banking

 

Net revenues from the sales and servicing of mortgage loans consisted of the following:

 

 

Three Months Ended

March 31,

  

Three Months Ended

March 31,

 
 2018  2017  2019  2018 
 (In Thousands)  (In Thousands) 
Gain from sale of mortgage loans $1,080  $1,083  $1,301  $1,080 
Mortgage loans servicing revenue (expense):                
Mortgage loans servicing revenue  944   934   939   944 
Amortization of mortgage servicing rights  (319)  (312)  (286)  (319)
Mortgage servicing rights valuation adjustments  37   33   (113)  37 
  662   655   540   662 
                
Net revenue from sale and servicing of mortgage loans $1,742  $1,738  $1,841  $1,742 

 

The unpaid principal balance of residential mortgage loans serviced for third parties was $1.39$1.41 billion at both March 31, 2018,2019 and $1.39 billion at December 31, 2017.2018.

 

Activity for capitalized mortgage servicing rights and the related valuation allowance follows for the three months ended March 31, 20182019 and 2017:2018:

 

 

March 31,

2018

  March 31,
2017
  March 31,
2019
 March 31,
2018
 
 (In Thousands)  (In Thousands) 
Mortgage servicing assets:                
Balance at beginning of period $10,240  $10,117  $10,419  $10,240 
Loans sold, servicing retained  324   356   278   324 
Amortization  (319)  (312)  (286)  (319)
Carrying value before valuation allowance at end of period  10,245   10,161   10,411   10,245 
                
Valuation allowance:                
Balance at beginning of period  (432)  (522)  (300)  (432)
Impairment (expense) recovery  37   33   (113)  37 
Balance at end of period  (395)  (489)  (413)  (395)
Net carrying value of MSRs at end of period $9,850  $9,672  $9,998  $9,850 
Fair value of MSRs at end of period $10,280  $10,013  $10,264  $10,280 

 

Amortization of mortgage servicing rights is computed based on payments and payoffs of the related mortgage loans serviced. Estimates of future amortization expense are not easily estimable.estimable.

 

The Company has established an accrual for secondary market buy-back activity. A liability of $43,000 was accrued at both March 31, 2018,2019, and December 31, 2017,2018, respectively. There was no accrual recorded in the first quarter 2018 while aexpense or credit was recognized related to the accrual of $28,000 in the first quarter 2017. The activity in the first quarters of 2018 and 2017 was due to no actual losses being recorded.three March 31, 2019 or 2018.

 

 4339 

 

 

10.Leases

Effective January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842). A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The Company chose to use the effective date approach. As such, all periods presented after January 1, 2019 are under ASC 842 whereas periods presented prior to January 1, 2019 are in accordance with prior lease accounting of ASC 840. Financial information was not updated and the disclosures required under ASC 842 was not provided for dates and periods before January 1, 2019.

As of March 31, 2019, the Company has entered into lease agreements covering eight First Insurance offices, five banking center locations, one loan production office, two land leases for which the Company owns the banking centers, one land lease which is primarily used for parking, one land lease for future branch development and numerous stand-alone Automated Teller Machine sites with varying terms and options to renew. First Federal and First Insurance share office space for one lease as a branch and insurance office. The lease agreements have maturity dates ranging from December 2019 to December 2039, some of which include options for multiple five and ten year extensions. The weighted average remaining life of the lease term for these leases was 17.84 years as of March 31, 2019.

The discount rate used in determining the lease liability for each individual lease was the FHLB fixed advance rate which corresponded with the remaining lease term as of January 1, 2019 for leases that existed at adoption and as of the lease commencement date for leases subsequently entered in to. The weighted average discount rate for leases was 3.49% as of March 31, 2019.

The total operating lease costs were $243 for the three months ended March 31, 2019 and $249 for the three months ended March 31, 2018.

The short-term lease costs and cash payments on operating leases, $0 and $236 for the three months ended March 31, 2019 respectively. The right-of-use asset, included in other assets, and lease liabilities, included in other liabilities, were $8,647 and $9,185 as of March 31, 2019 respectively.

Total estimated rental commitments for the operating leases were as follows as of March 31, 2019:

2019 $677 
2020  982 
2021  941 
2022  864 
2023  840 
Thereafter  11,379 
Total $15,683 

40

Future minimum commitments under non-cancelable operating leases were as follows as of December 31, 2018:

2019 $967 
2020  884 
2021  843 
2022  768 
2023  739 
Thereafter  8,078 
Total $12,279 

A reconciliation of the undiscounted cash flows in the maturity analysis above and the lease liability recognized in the consolidated balance sheet as of March 31, 2019, is shown below.

Undiscounted cash flows $15,683 
Undiscounted cash flows associated with new lease effective 1/1/2020  (2,496)
Discount effect of cash flows  (4,002)
Total $9,185 

On February 28, 2019, the Company entered into a new lease agreement with an effective date of January 1, 2020, which will result in an additional right-of-use asset and lease liability of approximately $2.0 million.

11.Deposits

 

A summary of deposit balances is as follows:

 

 

March 31,

2018

 

December 31,

2017

  

March 31,

2019

 

December 31,

2018

 
 (In Thousands)  (In Thousands) 
Non-interest-bearing checking accounts $550,742  $571,360  $586,033  $607,198 
Interest-bearing checking and money market accounts  1,055,416   1,005,519   1,107,511   1,040,471 
Savings deposits  306,510   302,022   300,244   292,829 
Retail certificates of deposit less than $250,000  512,746   504,912   601,012   591,822 
Retail certificates of deposit greater than $250,000  66,387   53,843   90,992   88,562 
 $2,491,801  $2,437,656  $2,685,792  $2,620,882 

41

 

11.12.Borrowings

 

First Defiance’s debt, FHLB advances and junior subordinated debentures owed to unconsolidated subsidiary trusts are comprised of the following:

 

 

March 31,

2018

 

December 31,

2017

  

March 31,

2019

 

December 31,

2018

 
 (In Thousands)  (In Thousands) 
FHLB Advances:                
Single maturity fixed rate advances $64,000  $92,000  $54,000  $59,000 
Putable advances  -   5,000 
Amortizable mortgage advances  7,027   6,943   1,181   1,213 
Overnight advances  -   25,000 
Fair value adjustment on acquired balances  (26)  -   (23)  (24)
Total $71,001  $103,943  $55,158  $85,189 
Junior subordinated debentures owed to unconsolidated subsidiary trusts $36,083  $36,083  $36,083  $36,083 

 

In March 2007, the Company sponsored an affiliated trust, First Defiance Statutory Trust II (Trust(“Trust Affiliate II)II”) that issued $15 million of Guaranteed Capital Trust Securities (Trust(“Trust Preferred Securities)Securities”). In connection with this transaction, the Company issued $15.5 million of Junior Subordinated Deferrable Interest Debentures (Subordinated Debentures) to Trust Affiliate II. The Company formed Trust Affiliate II for the purpose of issuing Trust Preferred Securities to third-party investors and investing the proceeds from the sale of these capital securities solely in Subordinated Debentures of the Company. The Subordinated Debentures held by Trust Affiliate II are the sole assets of that trust. The Company is not considered the primary beneficiary of this Trust Affiliate II (variable interest entity), therefore the trust is not consolidated in the Company’s financial statements, but rather the subordinated debentures are shown as a liability. Distributions on the Trust Preferred Securities issued by Trust Affiliate II are payable quarterly at a variable rate equal to the three-month LIBOR rate plus 1.5%. The Couponcoupon rate payable on the Trust Preferred Securities issued by Trust Affiliate II was 3.62%4.11% as of March 31, 2018,2019, and 3.09%4.29% as of December 31, 2017.2018.

 

The Trust Preferred Securities issued by Trust Affiliate II are subject to mandatory redemption, in whole or part, upon repayment of the Subordinated Debentures. The Company has entered into an agreement that fully and unconditionally guarantees the Trust Preferred Securities subject to the terms of the guarantee. The Trust Preferred Securities and Subordinated Debentures mature on June 15, 2037, but can be redeemed at the Company’s option at any time now.

 

44

The Company also sponsored an affiliated trust, First Defiance Statutory Trust I (Trust(“Trust Affiliate I)I”), that issued $20 million of Trust Preferred Securities in 2005. In connection with this transaction, the Company issued $20.6 million of Subordinated Debentures to Trust Affiliate I. Trust Affiliate I was formed for the purpose of issuing Trust Preferred Securities to third-party investors and investing the proceeds from the sale of these capital securities solely in Subordinated Debentures of the Company. The Junior Debentures held by Trust Affiliate I are the sole assets of the trust. The Company is not considered the primary beneficiary of this Trust Affiliate I (variable interest entity), therefore the trust is not consolidated in the Company’s financial statements, but rather the subordinated debentures are shown as a liability. Distributions on the Trust Preferred Securities issued by Trust Affiliate I are payable quarterly at a variable rate equal to the three-month LIBOR rate plus 1.38%. The Couponcoupon rate payable on the Trust Preferred Securities issued by Trust Affiliate I was 3.50%3.99% and 2.97%4.17% on March 31, 20182019 and December 31, 2017,2018, respectively.

42

 

The Trust Preferred Securities issued by Trust Affiliate I are subject to mandatory redemption, in whole or in part, upon repayment of the Subordinated Debentures. The Company has entered into an agreement that fully and unconditionally guarantees the Trust Preferred Securities subject to the terms of the guarantee. The Trust Preferred Securities and Subordinated Debentures mature on December 15, 2035, but can be redeemed at the Company’s option at any time now.

 

The subordinated debentures may be included in Tier 1 capital (with certain limitations applicable) under current regulatory guidelines and interpretations.

 

Interest on both issues of Trust Preferred Securities may be deferred for a period of up to five years at the option of the issuer.

 

Repurchase Agreements.We utilize securities sold under agreements to repurchase to facilitate the needs of our customers and to facilitate secured short-term funding needs. Securities sold under agreements to repurchase are stated at the amount of cash received in connection with the transaction. We monitor levels on a continuous basis. We may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agent.

 

The remaining contractual maturity of the securities sold under agreements to repurchase in the consolidated balance sheets as of March 31, 20182019 and December 31, 2017,2018, is presented in the following tables.

 

 

Overnight and

Continuous

 

Up to 30

Days

  30-90 Days  

Greater

than 90

Days

  Total  Overnight and
Continuous
 Up to 30
Days
  30-90 Days  Greater
than 90
Days
  Total 
   (In Thousands)    (In Thousands) 
At March 31, 2018                    
At March 31, 2019     
Repurchase agreements:                                        
Mortgage-backed securities – residential $3,645  $-  $-  $-  $3,645  $3,513  $-  $-  $-  $3,513 
Collateralized mortgage obligations  5,676   -   -   -   5,676 
Total borrowings $9,321  $-  $-  $-  $9,321  $3,513  $-  $-  $-  $3,513 
Gross amount of recognized liabilities for repurchase agreements                 $9,321                  $3,513 

 

  Overnight and
Continuous
  Up to 30
Days
  30-90 Days  Greater
than 90
Days
  Total 
    (In Thousands) 
At December 31, 2018      
Repurchase agreements:                    
Mortgage-backed securities – residential $4,199  $-  $-  $-  $4,199 
Collateralized mortgage obligations  1,542   -   -   -   1,542 
Total borrowings $5,741  $-  $-  $-  $5,741 
Gross amount of recognized liabilities for repurchase agreements                 $5,741 

 4543 

 

 

  

Overnight and

Continuous

  

Up to 30

Days

  30-90 Days  

Greater

than 90

Days

  Total 
     (In Thousands) 
At December 31, 2017               
Repurchase agreements:                    
Mortgage-backed securities – residential $6,599  $-  $-  $-  $6,599 
Collateralized mortgage obligations  19,420   -   -   -   19,420 
Total borrowings $26,019  $-  $-  $-  $26,019 
Gross amount of recognized liabilities for repurchase agreements                 $26,019 

12.13.Commitments, Guarantees and Contingent Liabilities

 

Loan commitments are made to accommodate the financial needs of First Federal’s customers; however, there are no long-term, fixed-rate loan commitments that result in market risk. Standby letters of credit commit the Company to make payments on behalf of customers when certain specified future events occur. They primarily are issued to facilitate customers’ trade transactions.

 

Both arrangements have credit risk, essentially the same as that involved in extending loans to customers, and are subject to the Company’s normal credit policies. Collateral (e.g., securities, receivables, inventory and equipment) is obtained based on Management’smanagement’s credit assessment of the customer.

 

The Company’s maximum obligation to extend credit for loan commitments (unfunded loans and unused lines of credit) and standby letters of credit outstanding as of the periods stated below were as follows (In Thousands):

 

 March 31, 2018  December 31, 2017  March 31, 2019  December 31, 2018 
 Fixed Rate  Variable Rate  Fixed Rate Variable Rate  Fixed Rate  Variable Rate  Fixed Rate Variable Rate 
Commitments to make loans $53,556  $174,401  $42,458  $161,778  $75,068  $140,721  $44,352  $114,308 
Unused lines of credit  9,799   468,512   6,245   408,831   18,531   416,774   7,523   382,189 
Standby letters of credit  -   7,882   -   7,605   -   8,067   -   7,239 
Total $63,355  $650,795  $48,703  $578,214  $93,599  $565,562  $51,875  $503,736 

 

Commitments to make loans are generally made for periods of 60 days or less.

In addition to the above commitments, First Defiance had commitments to sell $16.8$23.6 million and $14.9$8.6 million of loans to Freddie Mac, Fannie Mae, Federal Home Loan Bank of CincinnatiFHLB or BB&T Mortgage at March 31, 2018,2019, and December 31, 2017,2018, respectively.

 

13.14.Income Taxes

 

The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax in the state of Indiana. The Company is no longer subject to examination by taxing authorities for years before 2013.2014. The Company currently operates primarily in the states of Ohio and Michigan, which tax financial institutions based on their equity rather than their income.

 

Public law No. 115-97, known as the Tax Cuts and Jobs Act ("Tax Act"), enacted on December 22, 2017, reduced the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018.

46

14.15.Derivative Financial Instruments

 

Commitments to fund certain mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of mortgage loans to third party investors are considered derivatives. It is the Company’s practice to enter into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in order to economically hedge the effect of changes in interest rates resulting from its commitments to fund the loans. These mortgage banking derivatives are not designated in hedge relationships. First Federal had approximately $25.0$23.1 million and $14.8$8.6 million of interest rate lock commitments at March 31, 2018,2019, and December 31, 2017,2018, respectively. There were $16.7$28.9 million and $23.2$11.5 million of forward commitments for the future delivery of residential mortgage loans at March 31, 2018,2019, and December 31, 2017,2018, respectively.

44

 

The fair value of these mortgage banking derivatives are reflected by a derivative asset recorded in other assets in the Consolidated Statements of Financial Condition. The table below provides data about the carrying values of these derivative instruments:

 

 March 31, 2018 December 31, 2017  March 31, 2019  December 31, 2018 
 Assets (Liabilities)   Assets (Liabilities)    Assets (Liabilities)   Assets (Liabilities)   
     Derivative     Derivative      Derivative     Derivative 
 Carrying Carrying Net Carrying Carrying Carrying Net Carrying  Carrying Carrying Net Carrying Carrying Carrying Net Carrying 
 Value Value Value Value Value Value  Value Value Value Value Value Value 
 (In Thousands)  (In Thousands) 
Derivatives not designated as hedging instruments                                     
Mortgage Banking Derivatives $652  $12  $640  $609  $11  $598  $879  $147  $732  $367  $73  $294 

 

The table below provides data about the amount of gains and losses recognized in income on derivative instruments not designated as hedging instruments:

 

 

Three Months Ended

March 31,

  Three Months Ended
March 31,
 
 2018 2017  2019 2018 
 (In Thousands)  (In Thousands) 
Derivatives not designated as hedging instruments          
                
Mortgage Banking Derivatives – Gain (Loss) $42  $65  $438  $42 

 

The above amounts are included in mortgage banking income with gain on sale of mortgage loans.

 

47

15.16.Other Comprehensive Income

 

The before and after tax amounts allocated to each component of other comprehensive income (loss) are presented in the table below. Reclassification adjustments related to securities available for sale are included in gains on sale or call of securities in the accompanying consolidated condensed statements of income.

 

 

Before Tax

Amount

 

Tax Expense

(Benefit)

 

Net of Tax

Amount

  Before Tax
Amount
 Tax (Expense)
Benefit
 Net of Tax
Amount
 
 (In Thousands) 
Three months ended March 31, 2019:   
Securities available for sale and transferred securities:            
Change in net unrealized gain/loss during the period $4,603  $(968) $3,635 
Reclassification adjustment for net gains included in net income  -   -   - 
Defined benefit postretirement medical plan:            
Reclassification adjustment for deferred tax on defined benefit postretirement medical plan  -   82   82 
Total other comprehensive loss $4,603  $(886) $3,717 
 (In Thousands)             
Three months ended March 31, 2018:                   
Securities available for sale:                        
Change in net unrealized gain/loss during the period $(3,557) $747  $(2,810) $(3,557) $747  $(2,810)
Reclassification adjustment for net gains included in net income  -   -   -   -   -   - 
Total other comprehensive loss $(3,557) $747  $(2,810) $(3,557) $747  $(2,810)
            
Three months ended March 31, 2017:            
Securities available for sale:            
Change in net unrealized gain/loss during the period $1,580  $(553) $1,027 
Reclassification adjustment for net gains included in net income  -   -   - 
Total other comprehensive income $1,580  $(553) $1,027 

45

 

Activity in accumulated other comprehensive income (loss), net of tax, was as follows:

 

      Accumulated       Accumulated 
 Securities Post- Other  Securities Post- Other 
 Available retirement Comprehensive  Available retirement Comprehensive 
 For Sale  Benefit  Income  For Sale  Benefit  Income (Loss) 
 (In Thousands) 
Balance January 1, 2019 $(2,057) $(91) $(2,148)
Other comprehensive income before reclassifications  3,635   -   3,635 
Amounts reclassified from accumulated other comprehensive income  -   82   82 
            
Net other comprehensive income during period  3,635   82   3,717 
            
Balance March 31, 2019 $1,578  $(9) $1,569 
 (In Thousands)             
Balance January 1, 2018 $601  $(384) $217  $601  $(384) $217 
Other comprehensive income (loss) before reclassifications  (2,810)  -   (2,810)  (2,810)  -   (2,810)
                        
Net other comprehensive income (loss) during period  (2,810)  -   (2,810)  (2,810)  -   (2,810)
                        
Reclassification adjustment upon adoption of ASU 2018-02  129   (82)  47   129   (82)  47 
                        
Balance March 31, 2018 $(2,080) $(466) $(2,546) $(2,080) $(466) $(2,546)
            
Balance January 1, 2017 $504  $(289) $215 
Other comprehensive income before reclassifications  1,027   -   1,027 
Amounts reclassified from accumulated other comprehensive income  -   -   - 
            
Net other comprehensive income during period  1,027   -   1,027 
            
Balance March 31, 2017 $1,531  $(289) $1,242 

 

17. Affordable Housing Projects Tax Credit Partnership

48

16.Affordable Housing Projects Tax Credit Partnership

 

The Company makes certain equity investments in various limited partnerships that sponsor affordable housing projects utilizing the Low Income Housing Tax Credit (“LIHTC”) pursuant to Section 42 of the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory return on capital, to facilitate the sale of affordable housing product offerings, and to assist in achieving goals associated with the Community Reinvestment Act. The primary activities of the limited partnerships include the identification, development, and operation of multi-family housing that is leased to qualifying residential tenants. Generally, these types of investments are funded through a combination of debt and equity.

 

The Company is a limited partner in each LIHTC Partnership.partnership. A separate unrelated third party is the general partner. Each limited partnership is managed by the general partner, who exercises full control over the affairs of the limited partnership. The general partner has all the rights, powers and authority granted or permitted to be granted to a general partner of a limited partnership. Duties entrusted to the general partner of each limited partnership include, but are not limited to: investment in operating companies, company expenditures, investment of excess funds, borrowing funds, employment of agents, disposition of fund property, prepayment and refinancing of liabilities, votes and consents, contract authority, disbursement of funds, accounting methods, tax elections, bank accounts, insurance, litigation, cash reserve, and use of working capital reserve funds. Except for limited rights granted to consent to certain transactions, the limited partner(s) may not participate in the operation, management, or control of the limited partnership’s business, transact any business in the limited partnership’s name or have any power to sign documents for or otherwise bind the limited partnership. In addition, the general partner may only be removed by the limited partner(s) in the event the general partner fails to comply with the terms of the agreement or is negligent in performing its duties.

 

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The general partner of each limited partnership has both the power to direct the activities which most significantly affect the performance of each partnership and the obligation to absorb losses or the right to receive benefits that could be significant to the entities. Therefore, the Company has determined that it is not the primary beneficiary of any LIHTC partnership. In January of 2014, the FASB issued ASU 2014-01“Accounting “Accounting for Investments in Qualified Affordable Housing Projects.” The pronouncement permitted reporting entities to make an accounting policy election to account for these investments using the proportional amortization method if certain conditions exist. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received, and will recognize the net investment performance in the statement of income statement as a component of income tax expense (benefit). The Company utilized the proportional amortization method for all of its instruments. As of March 31, 2018,2019, and December 31, 2017,2018, the Company had $9.0$11.0 million and $9.2$11.3 million in qualified investments recorded in other assets and $5.4$6.3 million and $6.2$6.9 million in unfunded commitments recorded in other liabilities, respectively.

 

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Unfunded Commitments

 

As of March 31, 2018,2019, the expected payments for unfunded affordable housing commitments were as follows:

 

(dollars in thousands) Amount  Amount 
2018 $2,149 
2019  1,351  $2,208 
2020  392   1,954 
2021  368   467 
2022  240   338 
2023  306 
Thereafter  883   991 
Total Unfunded Commitments $5,383  $6,264 

 

The following table presents tax credits and other tax benefits recognized and amortization expense related to affordable housing for the three and nine months ended March 31, 20182019 and 2017.2018.

 

 Three Months Ended March 31,  Three Months Ended March 31, 
(dollars in thousands) 2018  2017  2019  2018 
Proportional Amortization Method                
Tax credits and other tax benefits recognized $254  $211  $328  $254 
Amortization expense in federal income taxes  234   165   284   234 
        

 

There were no impairment losses of LIHTC investments for the three months ended March 31, 20182019 and 2017.2018.

 

17.Business Combinations

Effective February 24, 2017, the Company acquired Commercial Bancshares, Inc. (“Commercial Bancshares”) and its subsidiary, The Commercial Savings Bank (“CSB”), pursuant to an Agreement and Plan of Merger (“merger agreement”), dated August 23, 2016. The acquisition was accomplished by the merger of Commercial Bancshares into First Defiance, immediately followed by the merger of CSB into First Federal. CSB operated 7 full-service banking offices in northwest and north central, Ohio and 1 commercial loan production office in central Ohio. Commercial Bancshares’ consolidated assets and equity (unaudited) as of February 24, 2017, totaled $348.4 million and $37.5 million, respectively. The Company accounted for the transaction under the acquisition method of accounting which means that the acquired assets and liabilities were recorded at fair value at the date of acquisition. The fair value included in these financial statements is based on final valuations.

In accordance with ASC 805, the Company expensed approximately $3.7 million of direct acquisition costs, of which $2.8 million was to settle employment and benefit agreements and for personnel expenses related to operating the new Commercial Bancshares locations. The Company recorded $28.9 million of goodwill and $4.9 million of intangible assets. Goodwill represents the future economic benefits arising from net assets acquired that are not individually identified and separately recognized and is attributable to synergies expected to be derived from the combination of the two entities. The acquisition was consistent with the Company’s strategy to enhance and expand its presence in northwestern and north central Ohio. The acquisition offers the Company the opportunity to increase profitability by introducing existing products and services to the acquired customer base as well as add new customers in the expanded market area. The intangible assets are related to core deposits and are being amortized over 10 years on an accelerated basis. For tax purposes, goodwill totaling $28.9 million is non-deductible. Goodwill is evaluated annually for impairment. The following table summarizes the fair value of the total consideration transferred as part of the Commercial Bancshares acquisition as well as the fair value of identifiable assets and liabilities assumed as of the effective date of the transaction

 5047 

 

  February 24, 2017 
  (In Thousands) 
    
Cash Consideration $12,340 
Equity – Dollar Value of Issued Shares  56,532 
Fair Value of Total Consideration Transferred  68,872 
     
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed:    
Cash and Cash Equivalents  35,411 
Federal Funds Sold  2,769 
Securities  4,338 
Loans  285,448 
FHLB Stock of Cincinnati and Other Stock  2,194 
Office Properties and Equipment  5,256 
Intangible Assets  4,900 
Bank-Owned Life Insurance  8,168 
Accrued Interest Receivable and Other Assets  3,606 
Deposits – Non-Interest Bearing  (56,061)
Deposits – Interest Bearing  (251,931)
Advances from FHLB  (1,403)
Accrued Interest Payable and Other Liabilities  (2,717)
Total Identifiable Net Assets  39,978 
     
Goodwill $28,894 

Under the terms of the merger agreement, Commercial Bancshares common shareholders had the opportunity to elect to receive 1.1808 shares of common stock of the Company or cash in the amount of $51.00 for each share of Commercial Bancshares common stock, subject to adjustment as provided for in the merger agreement. Total consideration for Commercial Bancshares common shares outstanding was paid 80% in Company stock and 20% in cash. The Company issued 1,139,502 shares of its common stock and paid $12.3 million in cash to the former shareholders of Commercial Bancshares.

On April 13, 2017, First Defiance and Corporate One Benefits Agency, Inc. (“Corporate One”) jointly announced the acquisition of Corporate One’s business by First Defiance. The total purchase price paid in cash was made up of the following: $6.5 million was paid at closing, $500,000 is due in July 2018, and $2.3 million at the end of a three-year earn-out based on the compound annual growth rate of net revenue over the performance period of Corporate One, for a total purchase price of $9.3 million. The recorded fair value of the $2.3 million earn-out was $1.8 million at December 31, 2017. As of December 31, 2017, total Company recorded goodwill of $7.9 million as well as identifiable intangible assets of $756,000 consisting of customer relationship intangible of $564,000 and a non-compete intangible of $192,000. The fair value included in these financial statements is based on final valuation. Corporate One was a full-service employee benefits consulting organization founded in 1996 with offices located in Archbold, Findlay, Fostoria and Tiffin, Ohio. Corporate One consulted employers to better manage their employee benefit programs to effectively lead them into the future. It is anticipated that the transaction will enhance employee benefit offerings and expand First Insurance’s presence into adjacent markets in northwest Ohio.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Information

 

Certain statements contained in this quarterly report are not statements of historical facts, including but not limited to statements that can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “anticipate”, or “continue” or the negative thereof or other variations thereon or comparable terminology, and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results could differ materially from those indicated in such statements due to risks, uncertainties and changes with respect to a variety of market and other factors. The Company assumes no obligation to update any forward-looking statements.

 

Non-GAAP Financial Measures

 

This document contains GAAP financial measures and certain non-GAAP financial measures which are presented as management believes they are helpful in understanding the Company’s results of operations or financial position. Fully taxable-equivalent (“FTE”) is an adjustment to net interest income to reflect tax-exempt income on an equivalent before-tax basis. The following tables present a reconciliation of non-GAAP measures to their respective GAAP measures for the ninethree months ended March 31, 20182019 and 2017.2018.

 

Non-GAAP Financial Measures – Net Interest Income on an
FTE basis, Net Interest Margin and Efficiency Ratio
          
($ in Thousands) 

March 31,

2018

 March 31,
2017
  March 31,  
2019
  March 31,
2018
 
Net interest income (GAAP) $25,687   21,645  $28,270   25,687 
Add: FTE adjustment  237   469   247   237 
Net interest income on a FTE basis (1) $25,924   22,114  $28,517   25,924 
                
Noninterest income – less securities gains/losses (2) $10,703   10,549  $10,813   10,703 
Noninterest expense (3)  23,251   23,142   24,866   23,251 
Average interest-earning assets net of average unrealized gains/losses on securities(4)  2,665,035   2,353,930   2,873,133   2,665,035 
Average interest-earning assets  2,664,114   2,355,544   2,871,340   2,664,114 
Average unrealized gains/(losses) on securities  (921)  1,614   (1,793)  (921)
                
Ratios:                
Net interest margin (1) / (4)  3.95%  3.81%  4.03%  3.95%
Efficiency ratio (3) / (1) + (2)  63.48   70.85%  63.22%  63.48%

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Critical Accounting Policies

 

First Defiance has established various accounting policies which govern the application of accounting principles generally accepted in the United StatesGAAP in the preparation of its financial statements. The significant accounting policies of First Defiance are described in the footnotes to the consolidated financial statements included in the Company’s Annual Report on2018 Form 10-K. Certain accounting policies involve significant judgments and assumptions by management, which have a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies. Those policies which are identified and discussed in detail in the Company’s Annual Report on2018 Form 10-K include the Allowance for Loan Losses, Goodwill, and the Valuation of Mortgage Servicing Rights. There have been no material changes in assumptions or judgments relative to those critical policies during the first three months of 2018.2019.

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General

 

First Defiance Financial Corp. (“First Defiance” or “the Company”) is a unitary thrift holding company that, conducts business through its wholly owned subsidiaries, First Federal Bank of the Midwest (“First Federal” or “the Bank”), First Insurance Group of the Midwest, Inc. (“First Insurance”), and First Defiance Risk Management.Management Inc. (collectively, “the Subsidiaries”), focuses on traditional banking and property, casualty, life and group health insurance products.

On June 22, 2018, the Company announced a stock split in the form of a share distribution of one common share for each of the Company’s authorized and outstanding common shares. The stock split was distributed on July 12, 2018, to shareholders of record as of July 2, 2018. All share and per share data in this Quarterly Report on Form 10-Q has been adjusted and is reflective of the stock split.

 

First Federal is a federally chartered stock savings bank headquartered in Defiance, Ohio. It conducts operations through thirty-six full-service banking center offices in Allen, Defiance, Fulton, Hancock, Henry, Lucas, Marion, Ottawa, Paulding, Putnam, Seneca, Williams, Wood, and Wyandot counties in northwest and central Ohio, twothree full-service banking center offices in Allen County in northeast Indiana, five full-service banking center offices in Lenawee County in southeast Michigan and one commercial loan production office in Ann Arbor, Michigan that was opened late in the fourth quarter of 2017.Michigan.

 

First Federal provides a broad range of financial services including checking accounts, savings accounts, certificates of deposit, real estate mortgage loans, commercial loans, consumer loans, home equity loans and trust and wealth management services through its extensive branch network.

 

First Insurance is a wholly owned subsidiary of First Defiance. First Insurance is an insurance agency that conducts business through offices located in the Archbold, Bowling Green, Bryan, Defiance, Findlay, Fostoria, Lima, Sylvania, and Tiffin, Ohio areas.throughout First Federal’s markets. The Maumee and Oregon, Ohio, offices were consolidated into a new office in Sylvania, Ohio, in January 2018. First Insurance offers property and casualty insurance, life insurance and group health insurance.

 

First Defiance Risk Management is a wholly owned insurance company subsidiary of the Company to insure the Company and its subsidiaries against certain risks unique to the operations of the Company and for which insurance may not be currently available or economically feasible in today’s insurance marketplace. First Defiance Risk Management pools resources with several other similar insurance company subsidiaries of financial institutions to spread a limited amount ofhelp minimize the risk among themselves. First Defiance Risk Management was incorporated on December 20, 2012.allocable to each participating insurer.

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Regulation - First Defiance is subject to regulation, examination and oversight by the Federal Reserve Board (“Federal Reserve”). First Federal is subject to regulation, examination and oversight by the Office of the Comptroller of the Currency (“OCC”). Because the FDIC insures First Federal’s deposits, First Federal is also subject to examination and regulation by the FDIC. In addition, First Federal is subject to regulations of the Consumer Financial Protection Bureau (the “CFPB”), which was established by the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and has broad powers to adopt and enforce consumer protection regulations. First Defiance and First Federal must file periodic reports with the Federal Reserve and the OCC, and examinations are conducted periodically by the Federal Reserve, the OCC and the FDIC to determine whether First Defiance and First Federal are in compliance with various regulatory requirements and are operating in a safe and sound manner.

 

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First Defiance is also subject to various Ohio laws which restrict takeover bids, tender offers and control-share acquisitions involving public companies which have significant ties to Ohio.

 

Economic Growth, Regulatory Relief and Consumer Protection Act

On May 25, 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the “Regulatory Relief Act”) was signed into law. The Regulatory Relief Act was designed to provide regulatory relief for banking organizations, particularly for all but the very largest, those with assets in excess of $250 billion. Bank holding companies with assets of less than $100 billion are no longer subject to enhanced prudential standards, and those with assets between $100 billion and $250 billion will be relieved of those requirements in 18 months, unless the Federal Reserve Board takes action to maintain those standards. Certain regulatory requirements applied only to banks with assets in excess of $50 billion and so did not apply to First Federal even before the enactment of the Regulatory Relief Act.

The Regulatory Relief Act also provides that the banking regulators must adopt regulations implementing the provision that banking organizations with assets of less than $10 billion are permitted to satisfy capital standards and be considered “well capitalized” under the prompt corrective action framework if their leverage ratios of tangible assets to average consolidated assets is between 8% and 10%, unless the bank’s federal banking agency determines that the organization’s risk profile warrants a more stringent leverage ratio. The OCC, the Federal Reserve Board and the FDIC have proposed for comment the leverage ratio framework for any banking organization with total consolidated assets of less than $10 billion, limited amounts of certain types of assets and off-balance sheet exposures, and a community bank leverage ratio greater than 9%. The community bank leverage ratio would be calculated as the ratio of tangible equity capital divided by average total consolidated assets. Tangible equity capital would be defined as total bank equity capital or total holding company equity capital, as applicable, prior to including minority interests, and excluding accumulated other comprehensive income, deferred tax assets arising from net operating loss and tax credit carry forwards, goodwill and other intangible assets (other than mortgage servicing assets). Average total assets would be calculated in a manner similar to the current tier 1 leverage ratio denominator in that amounts deducted from the community bank leverage ratio numerator would also be excluded from the community bank leverage ratio denominator.

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The OCC, the Federal Reserve Board and the FDIC also adopted a rule providing banking organizations the option to phase in over a three-year period the day-one adverse effects on regulatory capital that may result from the adoption of new current expected credit loss methodology accounting under GAAP.

The Regulatory Relief Act also relieves bank holding companies and banks with assets of less than $100 billion in assets from certain record-keeping, reporting and disclosure requirements.

Holding Company RegulationFirst Defiance is a unitary thrift holding company and is subject to the Federal Reserve regulations, examination, supervision and reporting requirements. Federal law generally prohibits a thrift holding company from controlling any other savings association or thrift holding company, without prior approval of the Federal Reserve, or from acquiring or retaining more than 5% of the voting shares of a savings association or holding company thereof, which is not a subsidiary.

Regulatory Capital Requirements and Prompt Corrective Action –The federal banking regulators have adopted risk-based capital guidelines for financial institutions and their holding companies, designed to absorb losses. The guidelines provide a systematic analytical framework, which makes regulatory capital requirements sensitive to differences in risk profiles among banking organizations, takes off-balance sheet exposures expressly into account in evaluating capital adequacy and minimizes disincentives to holding liquid, low-risk assets. Capital levels as measured by these standards are also used to categorize financial institutions for purposes of certain prompt corrective action regulatory provisions.

 

In July 2013, the United Statesfederal banking regulators issued final new capital rules applicable to smaller banking organizations which also implement certain provisions of the Dodd-Frank Act. The new minimum capital requirements became effective on January 1, 2015, whereas a new capital conservation buffer and deductions from common equity capital phasephased in from January 1, 2016, through January 1, 2019, and most deductions from common equity tier 1 capital are being phased in from January 1, 2015, through January 1, 2019.

 

The rules include (a) a minimum common equity Tier 1 (“CET1”) capital ratio of 4.5%, (b) a minimum Tier 1 capital ratio of 6.0%, (c) a minimum total capital ratio of 8.0%, and (d) a minimum leverage ratio of 4%.

 

Common equity for the common equity Tier 1CET1 capital ratio includes common stock (plus related surplus) and retained earnings, plus limited amounts of minority interests in the form of common stock, less the majority of certain regulatory deductions.

 

Tier 1 capital includes common equity as defined for the common equity Tier 1CET1 capital ratio, plus certain non-cumulative preferred stock and related surplus, cumulative preferred stock and related surplus and trust preferred securities that have been grandfathered (but which are not permitted going forward), and limited amounts of minority interests in the form of additional Tier 1 capital instruments, less certain deductions.

 

Tier 2 capital, which can be included in the total capital ratio, includes certain capital instruments (such as subordinated debt) and limited amounts of the allowance for loan and lease losses,ALLL, subject to new eligibility criteria, less applicable deductions.

 

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The deductions from common equity tier 1CET1 capital include goodwill and other intangibles, certain deferred tax assets, mortgage-servicing assets above certain levels, gains on sale in connection with a securitization, investments in a banking organization’s own capital instruments and investments in the capital of unconsolidated financial institutions (above certain levels).

 

Under the guidelines, capital is compared to the relative risk related to the balance sheet. To derive the risk included in the balance sheet, one of several risk weights is applied to different balance sheet and off-balance sheet assets, primarily based on the relative credit risk of the counterparty. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

 

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The rules also place restrictions on the payment of capital distributions, including dividends, and certain discretionary bonus payments to executive officers if the company does not hold a capital conservation buffer of greater than 2.5% composed of common equity tier 1CET1 capital above its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter. The capital conservation buffer phaseswas fully phased in througheffective January 1, 2019 and is currently 1.875%at 2.5%.

 

The federal banking agencies have established a system of “prompt corrective action” to resolve certain problems of undercapitalized banks. This system is based on five capital level categories for insured depository institutions: "well“well capitalized," "adequately” “adequately capitalized," "undercapitalized," "significantly undercapitalized"” “undercapitalized,” “significantly undercapitalized” and "critically“critically undercapitalized." The federal banking agencies may (or in some cases must) take certain supervisory actions depending upon a bank's capital level. For example, the banking agencies must appoint a receiver or conservator for a bank within 90 days after it becomes "critically undercapitalized" unless the bank's primary regulator determines, with the concurrence of the FDIC, that other action would better achieve regulatory purposes. Banking operations otherwise may be significantly affected depending on a bank's capital category. For example, a bank that is not "well capitalized" generally is prohibited from accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market, and the holding company of any undercapitalized depository institution must guarantee, in part, specific aspects of the bank's capital plan for the plan to be acceptable.

 

Effective January 1, 2015, in order to be "well-capitalized,"“well-capitalized,” a financial institution must have a common equity Tier 1CET1 capital ratio of 6.5%, a total risk-based capital ratio of at least 10%, a Tier 1 risk-based capital of at least 8% and a leverage ratio of at least 5%, and the institution must not be subject to any written agreement, order, capital directive or prompt corrective action directive to meet and maintain a specific capital level for any capital measure. As of DecemberMarch 31, 2017,2019, First Federal met the ratio requirements in effect at that date to be deemed "well-capitalized."

 

Deposit Insurance- TheThe FDIC maintains the DIF,Deposit Insurance Fund (“DIF’), which insures the deposit accounts of First Federal to the maximum amount provided by law. The general insurance limit is $250,000 per separately insured depositor. This insurance is backed by the full faith and credit of the United States government.

 

The FDIC assesses deposit insurance premiums on each insured institution quarterly based on risk characteristics of the institution. The FDIC may also impose a special assessment in an emergency situation.

 

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Pursuant to the Dodd-Frank Act, the FDIC has established 2.0% as the designated reserve ratio (DRR)(“DRR”), which is the ratio of the DIF to insured deposits of the total industry. In March 2016, the FDIC adopted final rules designed to meet the statutory minimum DRR of 1.35% by September 30, 2020, the deadline imposed by the Dodd-Frank Act. The Dodd-Frank Act requires the FDIC to offset the effect on institutions with assets of less than $10 billion of the increase in the statutory minimum DRR to 1.35% from the former statutory minimum of 1.15%. The FDIC’s rules reduced assessment rates on all banks but imposed a surcharge on banks with assets of $10 billion or more until the DRR reaches 1.35% and provide assessment credits to banks with assets of less than $10 billion for the portion of their assessments that contribute to the increase of the DRR to 1.35%. The DRR reached 1.36% at September 30, 2018. The credits will be applied when the reserve ratio is at least 1.38%. The rules also changed the method to determine risk-based assessment rates for established banks with less than $10 billion in assets to better ensure that banks taking on greater risks pay more for deposit insurance than less risky banks.

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In addition, all institutions with deposits insured by the FDIC are required to pay assessments to fund interest payments on bonds issued by the Financing Corporation, a mixed-ownership government corporation established to recapitalize a predecessor to the DIF. These assessments will continue until the Financing Corporation bonds mature in September 2019.

 

As insurer, the FDIC is authorized to conduct examinations of, and to require reporting by, federally-insured institutions. It also may prohibit any federally-insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious threat to the Deposit Insurance Fund.DIF. The FDIC also has the authority to take enforcement actions against insured institutions. Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged or is engaging in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or written agreement entered into with the FDIC.

 

Business Strategy- First Defiance’s primary objective is to be a high-performing community banking organization,community-focused financial institution, well regarded in its market areas. First Defiance accomplishes this through emphasis on local decision making and empowering its employees with tools and knowledge to serve its customers’ needs. First Defiance believes in a “Customer First” philosophy that is strengthened by its Trusted Advisor initiative. First Defiance also has a tagline of “Better Together” as an indication of its commitment to local, responsive, personalized service. First Defiance believes this strategy results in greater customer loyalty and profitability through core relationships. First Defiance is focused on diversification of revenue sources and increased market penetration in areas where the growth potential exists for a balance between acquisition and organic growth. The primary elements of First Defiance’s business strategy are commercial banking, consumer banking, including the origination and sale of single-family residential loans, enhancement of fee income, wealth management and insurance sales, each united by a strong customer service culture throughout the organization.

 

Commercial and Commercial Real Estate Lending -Commercial and commercial real estate lending have been an ongoing focus and a major component of First Federal’s success. First Federal provides primarily commercial real estate and commercial business loans with an emphasis on owner- occupiedowner-occupied commercial real estate and commercial business lending, including a focus on the deposit balances that accompany these relationships. First Federal’s client base tends to be small to middle market customers with annual gross revenues generally between $1 million and $50 million. First Federal’s focus is also on securing multiple guarantors in addition to collateral where possible. These customers require First Federal to have a high degree of knowledge and understanding of their business in order to provide them with solutions to meet their financial needs. First Federal’s “Customer First” philosophy and culture complements this need of its clients. First Federal believes this personal service model differentiates First Federal from its competitors, particularly the larger regional institutions. First Federal offers a wide variety of products to support commercial clients including remote deposit capture and other cash management services. First Federal also believes that the small business customer is a strong market for First Federal. First Federal participates in many of the Small Business Administration (“SBA”) lending programs and implemented a program targeting the small business customer. Maintaining a diversified portfolio with an emphasis on monitoring industry concentrations and reacting to changes in the credit characteristics of industries is an ongoing focus.

 

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Consumer Banking -First Federal offers customers a full range of deposit and investment products including demand, checking, money market, certificates of deposits, Certificate of Deposit Account Registry Service (“CDARS”) and savings accounts. First Federal offers a full range of investment products through the wealth management department and a wide variety of consumer loan products, including residential mortgage loans, home equity loans, and installment loans. First Federal also offers online banking services, which include mobile banking, People Pay, (“P2P”)online bill pay, and online bill pay.account opening as well as the MoneyPass ATM Network offering access to our customers to over 32,000 ATMs nationwide without a surcharge fee.

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Fee Income Development - Generation of fee income and the diversification of revenue sources are accomplished through the mortgage banking operation, First Insurance and the wealth management department as First Defiance seeks to reduce reliance on retail transaction fee income.

 

Deposit Growth - First Federal’s focus has been to grow core deposits with an emphasis on total relationship banking with both our retail and commercial customers. First Federal has initiated a pricing strategy that considers the whole relationship of the customer. First Federal will continue to focus on increasing its market share in the communities it serves by providing quality products with extraordinary customer service, business development strategies and branch expansion. First Federal will look to grow its footprint in areas believed to further complement its overall market share and complement its strategy of being a high-performing community bank.

 

Asset Quality -Maintaining a strong credit culture is of the utmost importance to First Federal. First Federal has maintained a strong credit approval and review process that has allowed the Company to maintain a credit quality standard that balances the return with the risks of industry concentrations and loan types. First Federal is primarily a collateral lender with an emphasis on cash flow performance, while obtaining additional support from personal guarantees and secondary sources of repayment. First Federal has directed its attention to loan types and markets that it knows well and in which it has historically been successful. First Federal strives to have loan relationships that are well diversified in both size and industry, and monitors the overall trends in the portfolio to maintain its industry and loan type concentration targets. First Federal maintains a problem loan remediation process that focuses on detection and resolution. First Federal maintains a strong process of internal control that subjects the loan portfolio to periodic internal reviews as well as independent third-party loan review.

 

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Expansion Opportunities - First Defiance believes it is well positioned to take advantage of acquisitions or other business expansion opportunities in its market areas. First Defiance believes it has a track record of successfully accomplishing both acquisitions and de novo branching in its market area. This track record puts the Company in a solid position to enter or expand its business. First Defiance will continue to be disciplined as well as opportunistic in its approach to future acquisitions and de novo branching with a focus on its primary geographic market area, which it knows well, and has been competing in for a long period of time, as well as surrounding market areas.

 

Investments - First Defiance invests in U.S. Treasury and federal government agency obligations, obligations of municipal and other political subdivisions, mortgage-backed securities which are issued by federal agencies, corporate bonds, and collateralized mortgage obligations ("CMOs"(“CMOs”) and real estate mortgage investment conduits ("REMICs"(“REMICs”). Management determines the appropriate classification of all such securities at the time of purchase in accordance with FASB ASC Topic 320.320, Investments –Debt and Equity Securities.

 

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First Defiance’s securities portfolio is classified as either “available-for-sale” or “held-to-maturity.”  Securities classified as available-for-sale may be sold prior to maturity due to changes in interest rates, prepayment risks, and availability of alternative investments, or to meet the Company’s liquidity needs. Securities classified as available-for-sale, which are stated at fair value, had a recorded value of $299.9 million at March 31, 2019. The available-for-sale portfolio included obligations of U.S. federal government corporations and agencies ($3.9 million), certain municipal obligations ($101.4 million), CMOs/REMICs ($104.0 million), corporate bonds ($13.0 million), and mortgage backed securities ($77.5 million). Securities are classified as held-to-maturity when First Defiance has the positive intent and ability to hold the security to maturity. Held-to-maturity securities are stated at amortized cost and had a recorded value of $642,000$523,000 at March 31, 2018. Securities not classified as held-to-maturity are classified as available-for-sale, which are stated at fair value and had a recorded value of $270.1 million at March 31, 2018. The available-for-sale portfolio included obligations of U.S. Government corporations and agencies ($2.5 million), certain municipal obligations ($95.9 million), CMOs/REMICs ($96.2 million), corporate bonds ($13.0 million), and mortgage backed securities ($62.4 million).2019.

 

In accordance with ASC Topic 320, declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the impairment is related to credit losses. The amount of the impairment related to other factors is recognized in other comprehensive income.

 

Lending - In order to properly assess the collateral dependent loans included in its loan portfolio, the Company has established policies regarding the monitoring of the collateral underlying such loans. The Company requires an appraisal that is less than one year old for all new collateral dependent real estate loans, and all renewed collateral dependent real estate loans where significant new money is extended. The appraisal process is handled by the Company’s Credit Department, which selects the appraiser and orders the appraisal. First Defiance’s loan policy prohibits the account officer from talking or communicating with the appraiser to insureensure that the appraiser is not influenced by the account officer in any way in making their determination of value.

 

First Federal generally does not require updated appraisals for performing loans unless significant new money is requested by the borrower.

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When a collateral dependent loan is downgraded to classified status, First Federal reviews the most current appraisal on file and, if necessary, based on First Federal’s assessment of the appraisal, such as age, market, etc., First Federal will discount this amount to a more appropriate current value based on inputs from lenders and realtors. This amount may then be discounted further by First Federal’s estimation of the carrying and selling costs. In most instances, if the appraisal is more than twelve to fifteen months old, we may require a new appraisal.appraisal may be required. Finally, First Federal assesses whether there is any collateral short fall, taking into consideration guarantor support and liquidity, and determines if a charge off is necessary.

 

When a collateral dependent loan moves to non-performing status, First Federal generally gets a new third party appraisal and charges the loan down appropriately based upon the new appraisal and an estimate of costs to liquidate the collateral. All properties that are moved into the Other Real Estate Owned (“OREO”) category are supported by current appraisals, and the OREO is carried at the lower of cost or fair value, which is determined based on appraised value less First Federal’s estimate of the liquidation costs.

 

First Federal does not adjust any appraisals upward without written documentation of this valuation change from the appraiser. When setting reserves and charge offscharge-offs on classified loans, appraisal values may be discounted downward based upon First Federal’s experience with liquidating similar properties.

 

All loans over 90 days past due and/or on non-accrual are classified as non-performing loans. Non-performing status automatically occurs in the month in which the 90 day delinquency occurs.

 

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As stated above, once a collateral dependent loan is identified as non-performing, First Federal generally gets an appraisal.

 

Appraisals are received within approximately 60 days after they are requested. The First Federal Loan Loss Reserve Committee reviews the amount of each new appraisal and makes any necessary charge offcharge-off decisions at its meeting prior to the end of each quarter.

 

Any partially charged-off collateral dependent loans are considered non-performing, and as such, would need to show an extended period of time with satisfactory payment performance as well as cash flow coverage capability supported by current financial statements before First Federal will consider an upgrade to performing status. First Federal may consider moving the loan to accruing status after approximately six months of satisfactory payment performance.

 

For loans where First Federal determines that an updated appraisal is not necessary, other means are used to verify the value of the real estate, such as recent sales of similar properties on which First Federal had loans as well as calls to appraisers, brokers, realtors and investors. First Federal monitors and tracks its loan to value quarterly to determine accuracy and any necessary charge offs.charge-offs. Based on these results, changes may occur in the processes used.

 

Loan modifications constitute a TDRtroubled debt restructuring (“TDR”) if First Federal for economic or legal reasons related to the borrower’s financial difficulties grants a concession to the borrower that it would not otherwise consider. For loans that are considered TDRs, First Federal either computes the present value of expected future cash flows discounted at the original loan’s effective interest rate or it may measure impairment based on the fair value of the collateral. For those loans measured for impairment utilizing the present value of future cash flows method, any discount is carried as a reserve in the allowance for loan and lease losses.ALLL. For those loans measured for impairment utilizing the fair value of the collateral, any shortfall is charged off.

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Earnings - The profitability of First Defiance is primarily dependent on its net interest income and non-interest income. Net interest income is the difference between interest income on interest-earning assets, principally loans and securities, and interest expense on interest-bearing deposits, FHLBFederal Home Loan Bank of Cincinnati (“FHLB”) advances, and other borrowings. The Company’s non-interest income is mainly derived from service fees and other charges, mortgage banking income, and insurance commissions. First Defiance'sDefiance’s earnings also depend on the provision for loan losses, and non-interest expenses such(such as employee compensation and benefits, occupancy and equipment expense, deposit insurance premiums, and miscellaneous other expenses, as well asexpenses) and federal income tax expense.

 

Changes in Financial Condition

 

At March 31, 2018,2019, First Defiance's total assets, deposits and stockholders'stockholders’ equity amounted to $3.02$3.22 billion, $2.49$2.69 billion and $379.2$395.8 million, respectively, compared to $2.99$3.02 billion, $2.44$2.62 billion and $373.3$399.6 million, respectively, at December 31, 2017.2018.

 

Net loans receivable (excluding loans held for sale) increased $9.7$9.1 million to $2.36$2.52 billion. The variance in loans receivable between March 31, 2018,2019, and December 31, 20172018 includes an increase of $46.8$24.0 million in commercial real estate loans and a $0.7 million increase in residential real estateconstruction loans. That growth was partially offset by a $13.5$11.1 million decrease in constructioncommercial real estate loans, a $25.6 decrease in commercial loans, a $1.1 million decrease in consumer loans and a $2.1$3.7 million decrease in home equity and improvement loans, a $1.0 million decrease in residential real estate loans and a $0.8 million decrease in multi-family residential loans.

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The investment securities portfolio increased $9.5$5.8 million to $270.8$300.4 million at March 31, 20182019 from $261.3$294.6 million at December 31, 2017.2018. The increase is a result of $19.7$8.2 million of securities being purchased during the period.first quarter of 2019 as well as a $4.6 million increase in the market value of available-for-sale securities during the period ended March 31, 2019. This was offset by $5.9$6.7 million of securities maturing or being called in the period. There was a $3.6first quarter of 2019 and $0.3 million decrease in the market value of available-for-sale securities during the period.amortization.

 

Deposits increased $64.9 million from $2.44$2.62 billion at December 31, 2017,2018, to $2.49$2.69 billion as of March 31, 2018.2019. Interest bearing demand and money market deposits increased $49.9$67.0 million to $1.06$1.11 billion, savings deposits increased $4.5 million to $306.5 million, and retail time deposits increased $20.4$11.6 million to $579.1$692.0 million and savings deposits increased $7.4 million to $300.2 million. Non-interestThese increases were partially offset by a $21.2 million decrease in non-interest bearing demand deposits decreased $20.6to $586.0 million to $550.7 million.

 

Stockholders’ equity increaseddecreased $3.8 million from $373.3$399.6 million at December 31, 2017,2018, to $379.2$395.8 million at March 31, 2018.2019. The increasedecrease in stockholders’ equity was primarily the result of recording net incomethe repurchase of $11.7 million. This was offset by $3.0515,977 shares of common stock totaling $15.1 million and $3.8 million of common stock dividends being paidpaid. The decrease was partially offset by recording net income of $11.5 million and $3.7 million in the first three months of 2018 and a $2.8 million other comprehensive loss.gain.

 

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Average Balances, Net Interest Income and Yields Earned and Rates Paid

 

The following table presents for the periods indicated the total dollar amount of interest from average interest-earning assets and the resultant yields, as well as the interest expense on average interest-bearing liabilities, expressed both in thousands of dollars and rates, and the net interest margin. The table reports interest income from tax-exempt loans and investment on a fully tax-equivalent basis. All average balances are based upon daily balances (dollars in thousands).

 

  Three Months Ended March 31, 
  2018  2017 
  Average     Yield/  Average     Yield/ 
  Balance  Interest(1)  Rate(2)  Balance  Interest(1)  Rate(2) 
Interest-earning assets:                        
Loans receivable $2,316,316  $26,550   4.65% $2,026,067  $22,020   4.41%
Securities  263,596   2,064   3.16(3)  254,842   2,174   3.48(3)
Interest bearing deposits  68,211   297   1.77   60,083   145   0.98 
FHLB stock  15,991   231   5.86   14,552   166   4.63 
Total interest-earning assets  2,664,114   29,142   4.43   2,355,544   24,505   4.22 
Non-interest-earning assets  313,750           266,858         
Total assets $2,977,864          $2,622,402         
                         
Interest-bearing liabilities:                        
Deposits $1,888,990  $2,611   0.56% $1,626,742  $1,796   0.45%
FHLB advances and other  78,923   319   1.64   104,277   366   1.42 
Subordinated debentures  36,192   280   3.14   36,150   215   2.41 
Securities sold under repurchase agreements  15,982   8   0.20   25,660   14   0.22 
Total interest-bearing liabilities  2,020,087   3,218   0.65   1,792,829   2,391   0.54 
Non-interest bearing deposits  545,450   -       482,895   -     
Total including non-interest bearing demand deposits  2,565,537   3,218   0.51   2,275,724   2,391   0.43 
Other non-interest-bearing liabilities  38,334           32,236         
Total liabilities  2,603,871           2,307,960         
Stockholders' equity  373,993           314,442         
Total liabilities and stock- holders' equity $2,977,864          $2,622,402         
Net interest income; interest rate spread     $25,924   3.78%     $22,114   3.68%
Net interest margin (4)          3.95%          3.81%
Average interest-earning assets to average interest-bearing liabilities          132%          131%

  Three Months Ended March 31, 
  2019  

2018

 
  Average     Yield/  Average     Yield/ 
  Balance  Interest(1)  Rate(2)  Balance  Interest(1)  Rate(2) 
Interest-earning assets:                        
Loans receivable $2,517,283  $31,238   5.03% $2,316,316  $26,550   4.65%
Securities (3)  295,824   2,428   3.31   263,596   2,064   3.16 
Interest bearing deposits  44,752   285   2.58   68,211   297   1.77 
FHLB stock  13,481   215   6.47   15,991   231   5.86 
Total interest-earning assets  2,871,340   34,166   4.82   2,664,114   29,142   4.43 
Non-interest-earning assets  311,672           313,750         
Total assets $3,183,012          $2,977,864         
                         
Interest-bearing liabilities:                        
Deposits $2,061,023  $5,005   0.98% $1,888,990  $2,611   0.56%
FHLB advances and other  58,954   276   1.90   78,923   319   1.64 
Subordinated debentures  36,083   364   4.09   36,192   280   3.14 
Securities sold under repurchase agreements  5,431   4   0.30   15,982   8   0.20 
Total interest-bearing liabilities  2,161,491   5,649   1.06   2,020,087   3,218   0.65 
Non-interest bearing deposits  581,135   -       545,450   -     
Total including non-interest bearing demand deposits  2,742,626   5,649   0.84   2,565,537   3,218   0.51 
Other non-interest-bearing liabilities  45,248           38,334         
Total liabilities  2,787,874           2,603,871         
Stockholders’ equity  395,138           373,993         
Total liabilities and stock- Holders’ equity $3,183,012          $2,977,864         
Net interest income; interest rate spread   28,517    3.76%     $25,924   3.78%
Net interest margin (4)          4.03%          3.95%
Average interest-earning assets to average interest-bearing liabilities          133%          132%

 

 

(1)Interest on certain tax-exempt loans and securities is not taxable for Federalfederal 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 21% for the period in 2018 and 35% for the period in 2017..
(2)Annualized
(3)Securities yield=yield is annualized interest income divided by the average balance of securities, excluding average unrealized gains/losses. See Non-GAAP Financial Measure discussion for further details.
(4)Net interest margin is net interest income divided by average interest-earning assets. See Non-GAAP Financial Measure discussion for further details.

 

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Results of Operations

 

Three Months Ended March 31, 20182019 and 20172018

 

On a consolidated basis, First Defiance’s net income for the quarter ended March 31, 2018,2019, was $11.7$11.5 million compared to net income of $5.1$11.7 million for the comparable period in 2017.2018. On a per share basis, basic and diluted earnings per common share for the three months ended March 31, 2018,2019, were both $1.15,$0.57, compared to basic earnings per share of $0.58 and diluted earnings per common share of $0.54$0.57 for the quarter ended March 31, 2017.2018.

 

Net Interest Income

 

First Defiance’s net interest income is determined by its interest rate spread (i.e. the difference between the yields on its interest-earning assets and the rates paid on its interest-bearing liabilities) and the relative amounts of interest-earning assets and interest-bearing liabilities.

 

Net interest income was $25.7$28.3 million for the quarter ended March 31, 2018,2019, up from $21.6$25.7 million for the same period in 2017.2018. The tax-equivalent net interest margin was 3.95%4.03% for the quarter ended March 31, 2018,2019, an increase from 3.81%3.95% for the same period in 2017.2018. The increase in margin between the 20182019 and 20172018 first quarters was primarily due to having a full quarter of added operations from the CSB merger as well an increase in interest rates, organic loan growth and organic growth.continued growth in non-interest bearing deposits. The yield on interest-earning assets was 4.43%4.82% for the quarter ended March 31, 2018,2019, up 2139 basis points from 4.22%4.43% for the same period in 2017.2018. The cost of interest-bearing liabilities between the two periods increased 1141 basis points to 0.65%1.06% in the first quarter of 20182019 from 0.54%0.65% in the same period in 2017.2018.

 

Total interest income increased $4.9$5.0 million to $33.9 million for the quarter ended March 31, 2019, from $28.9 million for the quarter ended March 31, 2018, from $24.0 million for the quarter ended March 31, 2017.2018. This is due to continued organic loan growth, a full quarter of CSB operations and an increase in interest rates. Income from loans increased to $26.5$31.2 million for the quarter ended March 31, 2018,2019, compared to $22.0$26.5 million for the same period in 20172018 due to average loan growth of $290.2$201.0 million. The increase in the loan portfolio yield to 4.65%5.03% at March 31, 2018,2019, was due mainly to increasing interest rates. The investment interestrates and continued discipline on loan pricing. Interest income from investments increased $95,000$354,000 in the first quarter of 20182019 to $1.9 million; however, the$2.2 million. The yield dropped 32increased 15 basis points to 3.31% at March 31, 2019, compared to 3.16% at March 31, 2018, compared to 3.48% at March 31, 2017.2018. The declineincrease in investment yield is primarily attributable to the reinvestment of matured securities at lower yields.increase in interest rates. Income from interest bearing deposits and FHLB stock increaseddecreased to $297,000$285,000 and $231,000$215,000 respectively in the first quarter of 20182019 compared to $145,000$297,000 and $166,000$231,000 for the same period in 2017 due to increased2018 as decreased volumes offset the increase in interest rates.

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Interest expense increased by $827,000$2.4 million in the first quarter of 20182019 compared to the same period in 2017,2018, to $3.2$5.6 million from $2.4$3.2 million. The cost of interest bearing liabilities increased 1141 basis points from 0.54% at March 31, 2017 to 0.65% at March 31, 2018.2018 to 1.06% at March 31, 2019. Interest expense related to interest-bearing deposits was $2.6$5.0 million in the first quarter of 20182019 compared to $1.8$2.6 million for the same period in 2017.2018. Interest expense recognized by the Company related to FHLB advances was $319,000$276,000 in the first quarter of 20182019 compared to $366,000$319,000 for the same period in 20172018 as decreased volumes offset the increase in interest rates. Expenses on subordinated debentures and notes payable were $280,000$364,000 and $8,000$4,000 respectively in the first quarter of 20182019 compared to $215,000$280,000 and $14,000$8,000 respectively for the same period in 2017.2018.

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Allowance for Loan and Lease Losses (“ALLL”)

 

The allowance for loan lossesALLL represents management’s assessment of the estimated probable incurred credit losses in the loan portfolio at each balance sheet date. Management analyzes the adequacy of the allowance for loan lossesALLL regularly through reviews of the loan portfolio. Consideration is given to economic conditions, changes in interest rates and the effect of such changes on collateral values and borrower’s ability to pay, changes in the composition of the loan portfolio and trends in past due and non-performing loan balances. The allowance for loan lossesALLL is a material estimate that is susceptible to significant fluctuation and is established through a provision for loan losses based on management’s evaluation of the inherent risk in the loan portfolio. In addition to extensive in-house loan monitoring procedures, the Company utilizes an outside party to conduct an independent loan review of commercial loan and commercial real estate loan relationships. The Company’s goal is to have approximately 55% to 60% of the portfolio reviewed annually. This includes all relationships over $5.0 million with new exposure greater than $2.0 million and a sample of other relationships greater than $5.0 million; loan relationships between $1.0 million and $5.0 million with new exposure greater than $750,000 and a sample of other relationships between $1.0 million and $5.0 million; and a sample of relationships less than $1.0 million. Management utilizes the results of this outside loan review to assess the effectiveness of its internal loan grading system as well as to assist in the assessment of the overall adequacy of the allowance for loan lossesALLL associated with these types of loans.

 

The allowance for loan lossALLL is made up of two basic components. The first component of the allowance for loan loss is the specific reserve in which the Company sets aside reserves based on the analysis of individual impaired credits. In establishing specific reserves, the Company analyzes all substandard, doubtful and loss graded loans quarterly and makes judgments about the risk of loss based on the cash flow of the borrower, the value of any collateral and the financial strength of any guarantors. If the loan is impaired and cash flow dependent, then a specific reserve is established for the discount on the net present value of expected future cash flows. If the loan is impaired and collateral dependent, then any shortfall is usually charged off. The Company also considers the impacts of any Small Business AssociationSBA or Farm Service Agency guarantees. The specific reserve portion of the allowance for loan lossesALLL was $779,000$580,000 at March 31, 2018,2019, and $758,000$595,000 at December 31, 2017.2018.

 

The second component is a general reserve, which is used to record loan loss reserves for groups of homogenous loans in which the Company estimates the potential losses incurred in the portfolio based on quantitative and qualitative factors. For purposes of the general reserve analysis, the loan portfolio is stratified into nine different loan pools based on loan type to allocate historic loss experience. The loss experience factor is then applied to the non-impaired loan portfolio. The Company utilizes a loss migration measurement for each loan portfolio segment with differentiation between loan risk grades in calculating the general reserve component for non-impaired loans. Beginning December 31, 2016, theThe Company’s historical loss calculation was changed from using an average of four (4) four-year loss migration periods to usinguses an average of all four-year loss migration periods to the present beginning with data from the second quarter 2011. Management believes this enhancement is consistent with the rationale of the previous measurement but provides a more precise calculation of historical losses by incorporating more data points for the average loss ratio and including periods that provide a more complete coverage of the full business cycle. Management believes that capturing the risk grade changes and cumulative losses over the life cycle of a loan more accurately depicts management’s estimate of historical losses as well as being more reflective of the ongoing risks in the loan portfolio.

 

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The quantitative general allowance increased $1.3 milliondecreased $100,000 to $7.3$5.8 million at March 31, 2018,2019, from $6.0$5.9 million at December 31, 2017 primarily due to an increase in the balances of special mention rated loans in the commercial loan portfolio.2018.

 

In addition to the quantitative analysis, a qualitative analysis is performed each quarter to provide additional general reserves on the non-impaired loan portfolio for various factors. The overall qualitative factors are based on nine sub-factors. The nine sub-factors have been aggregated into three qualitative factors: economic, environment and risk.

 

ECONOMIC

1)Changes in international, national and local economic business conditions and developments, including the condition of various market segments.
2)Changes in the value of underlying collateral for collateral dependent loans.

 

ENVIRONMENT

3)Changes in the nature and volume in the loan portfolio.
4)The existence and effect of any concentrations of credit and changes in the level of such concentrations.
5)Changes in lending policies and procedures, including underwriting standards and collection, charge-off and recovery practices.
6)Changes in the quality and breadth of the loan review process.
7)Changes in the experience, ability and depth of lending management and staff.

 

RISK

8)Changes in the trends of the volume and severity of delinquent and classified loans, and changes in the volume of non-accrual loans, trouble debt restructuring,TDRs, and other loan modifications.
9)Changes in the political and regulatory environment.

 

The qualitative analysis at both March 31, 2019 and December 31, 2018, indicated a general reserve of $19.3 million compared with $20.0 million at December 31, 2017, a decrease of $0.7$21.8 million. Management reviewed the overall economic, environmental and risk factors and determined that it was appropriate to make adjustments to these sub-factors based on that review.

 

The economic factors for all residential, consumer and home equity and improvement loan segments increase slight in the first three months of 2018 due to mixed trends in the U.S. economy particularly unemployment rates which increased slightly in all markets.

The environmental factors increaseddecreased slightly in the first three months of 2018 in2019, primarily due to the continuing trend of strengthening collateral values.

The environmental factors for the commercial commercial real estate, commercial loan and construction loan segments increased in the first three months of 2019, mainly due to an increaseslight increases in the mix of lending concentration in FFB’s defined metro markets.credit concentrations and deviations.

 

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The risk factors for all major loan segments but particularly the commercial loan segment,except consumer loans, were decreased slightly in the first three months of 20182019 due to favorable trends in the levels of non-performing loans and classified assets.overall trends.

 

First Defiance’s general reserve percentages for main loan segments not otherwise classified ranged from 0.48%0.44% for construction loans to 1.55%1.46% for home equity and improvement loans at March 31, 2018.2019.

 

As a result of a large recovery resulting from to a large relationship that was previously downgraded being paid off, the quantitative and qualitative analyses, along with the change in specific reserves and the Company had a negativeincrease in net charge-offs in the quarter, the Company’s provision for loan losses for the first quarter of 20182019 was $212,000 compared to a negative provision of $1,095,000 compared to $55,000 for the same period in 2017.2018. The allowance for loan lossesALLL was $27.3$28.2 million at March 31, 2018,2019 and $26.7$28.3 million at December 31, 2017.2018. The allowance for loans losses represented 1.16%1.10% of loans, net of undisbursed loan funds and deferred fees and costs, at March 31, 20182019 and 1.14%1.12% at December 31, 2017.

The negative provision of $1,095,000 was due mainly to total recoveries of $2.0 million, offset by charge offs of $316,000, and resulted in an increase to the overall allowance for loan loss of $584,000 for the first quarter of 2018. In management’s opinion, the overall allowance for loan lossesALLL of $27.3$28.2 million as of March 31, 2018,2019, is adequate.adequate to cover probable incurred losses.

 

Management also assesses the value of real estate owned as of the end of each accounting period and recognizes write-downs to the value of that real estate in the income statement if conditions dictate. In the three month period ended March 31, 2018,2019, there were $544,000was $264,000 of write-downs of real estate held for sale. Management believes that the values recorded at March 31, 2018,2019, for real estate owned and repossessed assets represent the realizable value of such assets.

 

Total classified loans increaseddecreased to $53.1$43.8 million at March 31, 2018,2019, compared to $59.4$50.8 million at December 31, 2017,2018, a decrease of $6.3$7.0 million due to apayoffs and upgrades of classified relationship that was paid offrelationships during the quarter.first quarter of 2019.

 

First Defiance’s ratio of allowance for loan lossesALLL to non-performing loans was 97.6%159.6% at March 31, 2018,2019, compared with 86.9%149.0% at December 31, 2017.2018. Management monitors collateral values of all loans included on the watch list that are collateral dependent and believes that allowances for those loans at March 31, 2018,2019, are appropriate. Of the $27.9$17.6 million in non-accrual loans at March 31, 2018, $24.12019, $11.4 million or 86.4%64.7% are less than 90 days past due.

 

At March 31, 2018,2019, First Defiance had total non-performing assets of $29.4$18.6 million, compared to $32.2$20.2 million at December 31, 2017.2018. Non-performing assets include loans that are on non-accrual, real estate ownedOREO and other assets held for sale. Non-performing assets at March 31, 2018,2019, and December 31, 2017,2018, by category were as follows:

 

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Table 1 – Nonperforming Asset

 

 March 31, December 31,  March 31, December 31, 
 2018  2017  2019  2018 
 (In Thousands)  (In Thousands) 
Non-performing loans:                
One to four family residential real estate $2,460  $3,037  $3,184  $3,640 
Non-residential and multi-family residential real estate  17,351   18,219   9,460   10,357 
Commercial  7,166   8,841   4,358   4,500 
Construction  -   -   -   - 
Home equity and improvement  909   590   605   393 
Consumer Finance  39   28 
Consumer finance  38   126 
Total non-performing loans  27,925   30,715   17,645   19,016 
                
Real estate owned  1,440   1,532   941   1,205 
Total repossessed assets $1,440   1,532   941   1,205 
                
Total Nonperforming assets $29,365  $32,247  $18,586  $20,221 
                
Restructured loans, accruing $13,722  $13,770 
TDR loans, accruing $11,908  $11,573 
                
Total nonperforming assets as a percentage of total assets  0.97%  1.08%  0.58%  0.64%
Total nonperforming loans as a percentage of total loans*  1.18%  1.31%  0.69%  0.75%
Total nonperforming assets as a percentage of total loans plus REO*  1.24%  1.37%  0.73%  0.80%
Allowance for loan losses as a percent of total nonperforming assets  92.86%  82.75%
ALLL as a percent of total nonperforming assets  151.53%  140.11%

 

* Total loans are net of undisbursed loan funds and deferred fees and costs.

 

Non-performing loans in the commercial loan category represented 1.43%0.66% of the total loans in that category at March 31, 2018,2019, compared to 1.68%0.88% for the same category at December 31, 2017.2018. Non-performing loans in the non-residential and multi-family residential real estate loan category were 1.35%0.68% of the total loans in this category at March 31, 2018,2019, compared to 1.47%0.74% at December 31, 2017.2018. Non-performing loans in the residential loan category represented 0.89%0.99% of the total loans in that category at March 31, 2018,2019, compared to 1.10%1.13% for the same category at December 31, 2017.2018.

 

First Federal’s Asset Review Committee meets monthly to review the status of work-out strategies for all criticized relationships, which include all non-accrual loans. Based on such factors as anticipated collateral values in liquidation scenarios, cash flow projections, assessment of net worth of guarantors and all other factors which may mitigate risk of loss, the Asset Review Committee makes recommendations regarding proposed charge-offs which are approved by the Senior Loan Committee or the Loan Loss Reserve Committee.

 

 6663 

 

 

The following table details net charge-offs and nonaccrual loans by loan type.

 

Table 2 – Net Charge-offs and Non-Accruals by Loan Type

 

 For the Three Months Ended March 31, 2018  As of March 31, 2018  For the Three Months Ended March 31, 2019  As of March 31, 2019 
 Net         Net       
 

Charge-offs

(Recovery)

 

% of Total Net

Charge-offs

 

Nonaccrual

Loans

 

% of Total Non-

Accrual Loans

  Charge-offs
(Recovery)
 % of Total Net
Charge-offs
 Nonaccrual
Loans
 % of Total Non-
Accrual Loans
 
 (In Thousands)   (In Thousands)    (In Thousands) (In Thousands) 
Residential $(8)  0.48% $2,460   8.81% $159   41.70% $3,184   18.04%
Construction  -   0.00%  -   0.00%  -   0.00%  -   0.00%
Commercial real estate  (129)  7.68%  17,351   62.13%
Multi-Family residential and Commercial real estate  (96)  (25.33)%  9,460   53.61%
Commercial  (1,660)  98.87%  7,166   25.66%  175   46.17%  4,358   24.70%
Consumer  29   (5.30)%  39   0.14%
Consumer Finance  132   35.09%  38   0.22%
Home equity and improvement  89   (1.73)%  909   3.26%  9   2.37%  605   3.43%
Total $(1,679)  100.00% $27,925   100.00% $379   100.00% $17,645   100.00%

 

 For the Three Months Ended March 31, 2017  As of March 31, 2017  For the Three Months Ended March 31, 2018  As of March 31, 2018 
 Net
Charge-offs
 % of Total Net  Nonaccrual % of Total Non-  Net       
 (Recoveries)  Charge-offs  Loans  Accrual Loans  Charge-offs
(Recovery)
 % of Total Net
Charge-offs
 Nonaccrual
Loans
 % of Total Non-
Accrual Loans
 
 (In Thousands)   (In Thousands)    (In Thousands) (In Thousands) 
Residential $(7)  (3.68)% $2,759   18.32% $(8)  0.48% $2,460   8.81%
Construction  -   0.00%  -   0.00%  -   0.00%  -   0.00%
Commercial real estate  224   117.89%  9,823   65.24%
Multi-Family residential and Commercial real estate  (129)  7.68%  17,351   62.13%
Commercial  (115)  (60.53)%  1,498   9.95%  (1,660)  98.87%  7,166   25.66%
Consumer finance  67   35.27%  102   0.68%
Consumer Finance  29   (5.30)%  39   0.14%
Home equity and improvement  21   11.05%  875   5.81%  89   (1.73)%  909   3.26%
Total $190   100.00% $15,074   100.00% $(1,679)  100.00% $27,925   100.00%

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Table 3 – Allowance for Loan LossALLL Activity

 

 For the Quarter Ended  For the Quarter Ended 
 1st 2018  4th 2017  3rd 2017  2nd 2017  1st 2017  1st 2019 4th 2018 3rd 2018 2nd 2018 1st 2018 
 (In Thousands)  (In Thousands) 
                      
Allowance at beginning of period $26,683  $26,341  $25,915  $25,749  $25,884  $28,331  $27,639  $27,321  $27,267  $26,683 
Provision for credit losses  (1,095)  314   462   2,118   55 
Provision (credit) for loan losses  212   472   1,376   423   (1,095)
Charge-offs:                                        
Residential  16   170   60   -   49   172   31   136   78   16 
Commercial real estate  55   29   -   110   290 
Construction  -   -   -   -   - 
Multi-Family residential and Commercial real estate  -   30   1,048   254   55 
Commercial  97   210   64   2,027   -   187   15   528   84   97 
Consumer finance  31   27   20   21   71   142   105   25   72   31 
Home equity and improvement  117   55   92   100   54   33   75   36   41   117 
Total charge-offs  316   491   236   2,258   464   534   256   1,773   529   316 
Recoveries  1,995   519   200   306   274   155   476   715   160   1,995 
Net charge-offs  (1,679)  (28)  36   1,952   190   379   220   1,058   369   (1,679)
Ending allowance $27,267  $26,683  $26,341  $25,915  $25,749  $28,164  $28,331  $27,639  $27,321  $27,267 

 

The following table sets forth information concerning the allocation of First Federal’s allowance for loan lossesALLL by loan categories at the dates indicated.

 

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Table 4 – Allowance for Loan LossALLL Allocation by Loan Category

 

 March 31, 2018  December 31, 2017  September 30, 2017  June 30, 2017  March 31, 2017  March 31, 2019 December 31, 2018 September 30, 2018 June 30, 2018 March 31, 2018 
    Percent of     Percent of     Percent of     Percent of     Percent of    Percent of   Percent of   Percent of   Percent of   Percent of 
    total loans     total loans     total loans     total loans     total loans    total loans   total loans   total loans   total loans   total loans 
 Amount  by category  Amount  by category  Amount  by category  Amount  by category  Amount  by category  Amount by category Amount by category Amount by category Amount by category Amount by category 
 (Dollars In Thousands)  (Dollars In Thousands) 
Residential $2,534   11.15% $2,532   11.14% $2,538   11.33% $2,641   11.68% $2,621   11.86% $2,811   11.96% $2,881   12.11% $2,824   12.04% $2,682   12.18% $2,534   11.15%
Construction  667   10.19%  647   10.76%  578   10.23%  540   9.91%  458   8.55%  731   11.32%  682   9.97%  615   10.54%  737   11.25%  667   10.19%
Commercial real estate  13,756   51.88%  13,056   50.10%  12,774   50.38%  12,329   49.93%  12,332   51.12%
Multi-Family residential andCommercial real estate  15,069   51.87%  15,142   52.71%  14,680   52.39%  14,166   50.85%  13,756   51.88%
Commercial  7,838   20.25%  7,965   21.33%  8,025   21.32%  7,973   21.75%  7,809   21.59%  7,276   18.95%  7,281   19.12%  7,161   18.81%  7,455   19.39%  7,838   20.25%
Consumer  263   1.13%  228   1.18%  241   1.21%  233   1.22%  229   1.19%  349   1.27%  319   1.29%  288   1.25%  249   1.18%  263   1.13%
Home equity and improvement  2,209   5.40%  2,255   5.49%  2,185   5.53%  2,199   5.51%  2,300   5.69%  1,928   4.63%  2,026   4.80%  2,071   4.97%  2,032   5.15%  2,209   5.40%
 $27,267   100.00% $26,683   100.00% $26,341   100.00% $25,915   100.00% $25,749   100.00% $28,164   100.00% $28,331   100.00% $27,639   100.00% $27,321   100.00% $27,267   100.00%

 

Key Asset Quality Ratio Trends

 

Table 5 – Key Asset Quality Ratio Trends

 

 1st Qtr 2018  4th Qtr 2017  3rd Qtr 2017  2nd Qtr2017  1st Qtr 2017  1st Qtr 2019 4th Qtr 2018 3rd Qtr 2018 2nd Qtr 2018 1st Qtr 2018 
Allowance for loan losses / loans*  1.16%  1.14%  1.16%  1.15%  1.15%  1.10%  1.12%  1.13%  1.15%  1.16%
Allowance for loan losses / non-performing assets  92.86%  82.75%  88.74%  83.51%  163.19%  151.53%  140.11%  122.27%  135.69%  92.86%
Allowance for loan losses / non-performing loans  97.64%  86.87%  90.36%  85.36%  171.82%  159.61%  148.99%  132.06%  148.97%  97.64%
Non-performing assets / loans plus REO*  1.24%  1.37%  1.30%  1.38%  0.70%
Non-performing assets / loans plus OREO*  0.73%  0.80%  0.92%  0.84%  1.24%
Non-performing assets / total assets  0.97%  1.08%  1.01%  1.07%  0.54%  0.58%  0.64%  0.73%  0.66%  0.97%
Net charge-offs / average loans (annualized)  (0.29)%  0.00%  0.01%  0.35%  0.04%  0.06%  (0.04)%  0.18%  0.06%  (0.29)%

* Total loans are net of undisbursed funds and deferred fees and costs.

 

Non-Interest Income.

 

Total non-interest income increased $154,000$110,000 in the first quarter of 20182019 to $10.7$10.8 million from $10.5$10.7 million for the same period in 2017. The first quarter 2017 included a $1.5 million enhancement value gain related to the purchase of bank owned life insurance. Excluding the enhancement gain, non-interest income increased $1.7 million.2018.

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Service Fees.Service fees and other charges increaseddecreased by $371,000$124,000 or 13.4%4.0% in the first quarter of 20182019 compared to the same period in 2017. This is due mainly to the inclusion of operations from CSB for a full quarter in 2018 versus 2017.2018.

 

Overdrawn balances, net of an allowance for losses, are reflected as loans on First Defiance’s balance sheet. The fees charged for this service are established based both on the return of processing costs plus a profit, and on the level of fees charged by competitors in the Company’s market area for similar services. These fees are considered to be compensation for providing a service to the customer and therefore deemed to be noninterestnon-interest income rather than interest income. Fee income recorded for the quarters ending March 31, 20182019 and 20172018 related to the overdraft privilege product, net of adjustments to the allowance for uncollectible overdrafts, was $619,000$602,000 and $569,000,$619,000, respectively. Accounts charged off are included in noninterestnon-interest expense. The allowance for uncollectible overdrafts was $13,000 at March 31, 2019, $34,000 at December 31, 2018, and $17,000 at March 31, 2018, $24,000 at December 31, 2017, and $12,000 at March 31, 2017.2018.

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Mortgage Banking Activity. Total revenue from the sale and servicing of mortgage loans was flat at $1.7 Mortgage banking income increased to $1.8 million in both the first quarter of 2018 and 2017.2019 from $1.7 million in the first quarter of 2018. Gains from the sale of mortgage loans alsoincreased to $1.3 million in the first quarter of 2019 from $1.1 million in the first quarter of 2018. Mortgage loan servicing revenue remained consistentflat at $1.1$0.9 million in the first quarters of 20182019 and 2017. Mortgage loan servicing revenue was $944,000 in the first quarter of 2018, up slightly from $934,000 in the first quarter of 2017.2018. First Defiance had a positivenegative change in the valuation adjustment in mortgage servicing assets of $113,000 in the first quarter of 2019 compared with a positive adjustment of $37,000 in the first quarter of 2018 compared with a positive adjustment of $33,000 in the first quarter of 2017.2018.

 

Insurance Commission Income. Incomefrom the sale of insurance products were $4.1 million in the first quarter of 2019, down from $4.3 million in the first quarter of 2018, up from $3.5 million in the first quarter of 2017.The increase is mainly driven by the operations of the Corporate One merger that was complete on April 1, 2017.2018. The first quarter of 20182019 included contingent revenues of $1.0$0.9 million, compared to $1.2$1.0 million during the first quarter of 2017.2018.

 

Bank-Owned Life InsuranceOther Non-Interest Income.Income from bank-owned life insurance was $400,000Other non-interest income for the first quarter of 2018, a decrease of $1.4 million2019 was $846,000, up from $1.8 million$377,000 in the first quarter of 2017. In February 2017,2018 primarily due to a $559,000 increase in the Company surrendered an underperforming BOLI policy and recordedassets of the deferred compensation plan compared to a tax penalty$37,000 decrease for the same period in 2018. This was mainly due to improved stock market performance in the first quarter of $1.7 million (recorded in income tax expense) and purchased a new BOLI policy receiving a $1.5 million enhancement value gain.2019.

 

Non-Interest Expense.

 

Non-interest expense increased $109,000$1.6 million to $23.3$24.9 million for the first quarter of 20182019 compared to $23.1$23.3 million for the same period in 2017.2018. The first quarter of 2017 included expenses of $3.6 million relatedincrease is mainly attributable to the CSB merger and conversion. Excluding the 2017 merger and conversion expenses, the increase in non-interest expenses was $3.7compensation and benefits of $1.1 million mostly due tofurther explained in the additional expenses from the operations of CSB and Corporate One mergers completed in 2017.section below.

 

Compensation and Benefits.Compensation and benefits decreasedincreased to $14.1 million in the first quarter of 2019, compared to $13.2 million in the first quarter of 2018, compared to $14.3 million in the first quarter of 2017.2018. The decreaseincrease in compensation and benefits from a year over yearago is mainly due to the first quarter of 2017 including $2.8 million of merger costsadditions to settle employmentstaff to support growth strategies, merit increases, and higher medical benefit agreements, while the first quarter of 2018 includes a full quarter of personnel expenses for the acquired CSB and Corporate One locations.costs.

 

Occupancy.Occupancy expense increased $234,000by $170,000 to $2.1$2.2 million for the quarter ended March 31, 2018,2019, compared to $1.8 million for the same period in 2017, again mainly due2018. This can be attributed to continued growth strategies.

Data Processing. Data processing cost was $2.3 million in the CSB merger resultingfirst quarter of 2019, up from $2.1 million in additional locations.the first quarter of 2018.

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Other Non-Interest Expenses.Other non-interest expense of $5.1 million in the first quarter of 2019 increased from $4.6 million in the first quarter of 2018 increased2018. The increase in other non-interest expenses from $4.0 milliona year ago is primarily due to a $559,000 increase in the liabilities of the deferred compensation plan compared to a $130,000 increase for the same period in 2018. Additionally, other non-interest expenses for the first quarter 2019 included OREO write-downs of $264,000 compared to $544,000 for the first quarter of 2017. Other expenses in the first quarter 2018 include OREO write-downs of $544,000, while the first quarter 2017 included $667,000 of CSB merger and conversion related costs.2018.

 

The efficiency ratio, considering tax equivalent interest income and excluding securities gains and losses, for the first quarter of 20182019 was 63.48%63.22% compared to 70.85%63.48% for the first quarter of 2017.2018.

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Income Taxes.

 

The Tax Cuts and Jobs Act was enacted on December 22, 2017, establishing a new, flat corporate federal statutory income tax rate of 21% effective January 1, 2018.

 

First Defiance computes federal income tax expense in accordance with ASC Topic 740, Subtopic 942, which resulted in an effective tax rate of 17.5%18.01% for the quarterthree months ended March 31, 20182019 compared to 42.9%17.54% for the same period in 2017.2018. The tax rate for 2018 is lower than the statutory 21% tax rate for the Company mainly because of investments in tax-exempt securities. The earnings on tax-exempt securities are not subject to federal income tax. The tax rate for 2017 is higher than the statutory 35% tax rate due to the $1.7 million tax penalty related to the surrender of a BOLI policy.

 

Liquidity

 

As a regulated financial institution, First Federal is required to maintain appropriate levels of "liquid"“liquid” assets to meet short-term funding requirements.

 

First Defiance had $8.9$9.7 million of cash provided by operating activities during the first three months of 2018.2019. The Company's cash provided by operating activities primarily resulted from the origination of loans held for sale and net income mostly offset by the proceeds on the sale of loans.

 

At March 31, 2018,2019, First Federal had $228.0$215.8 million in outstanding loan commitments and loans in process to be funded generally within the next six months and an additional $486.2$443.4 million committed under existing consumer and commercial lines of credit and standby letters of credit. Also at that date, First Federal had commitments to sell $16.7$23.6 million of loans held-for-sale. First Defiance believes that it has adequate resources to fund commitments as they arise and that it can adjust the rate on savings certificates to retain deposits in changing interest rate environments. If First Defiance requires funds beyond its internal funding capabilities, advances from the FHLB of Cincinnati and other financial institutions are available.

 

Liquidity risk arises from the possibility that the Company may not be able to meet its financial obligations and operating cash needs or may become overly reliant upon external funding sources. In order to manage this risk, the Company’s Board of Directors has established a Liquidity Policy that identifies primary sources of liquidity, establishes procedures for monitoring and measuring liquidity and quantifies minimum liquidity requirements. This policy designates First Federal’s Asset/Liability Committee (“ALCO”) as the body responsible for meeting these objectives. The ALCO reviews liquidity on a monthly basis and approves significant changes in strategies that affect balance sheet or cash flow positions. Liquidity is centrally managed on a daily basis by the Company’s Chief Financial Officer and Controller.

 

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Capital Resources

 

Capital is managed at First Federal and on a consolidated basis. Capital levels are maintained based on regulatory capital requirements and the economic capital required to support credit, market, liquidity and operational risks inherent in ourthe business, as well as flexibility needed for future growth and new business opportunities.

70

 

In July 2013, the federal banking agencies approved the final rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (commonly known as Basel III). Under the final rules, which began for the Company and the Bank on January 1, 2016, and arewere subject to a phase-in period through January 1, 2019, minimum requirements increased for both quantity and quality of capital held by the Company and the Bank. The rules include a new minimum common equity Tier 1CET1 capital to risk-weighted assets ratio (“CET1”) of 4.5% and a capital conservation buffer of 0.625% of risk-weighted assets during 2016, 1.25% during the year 2017, 1.875% during the year 2018, and increasing each year until fully phased-in during 2019 at 2.50%, effectively resulting in a minimum CET1 ratio of 7.0%. Basel III raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0% (which, with the capital conservation buffer, effectively results in a minimum Tier 1 capital ratio of 8.5% when fully phased-in), which effectively results in a minimum total capital to risk-weighted assets ratio of 10.5% (with the capital conservation buffer fully phased-in), and requires a minimum leverage ratio of 4.0%. Basel III also makes changes to risk weights for certain assets and off-balance sheet exposures.

 

The Company met each of the well capitalized ratio guidelines at March 31, 2018.2019. The following table indicates the capital ratios for First Defiance (consolidated) and First Federal at March 31, 2018,2019, and December 31, 2017.2018. (In Thousands):

 

March 31, 2018
March 31, 2019March 31, 2019
 Actual  

Minimum Required for

Adequately Capitalized

 

Minimum Required for Well

Capitalized

  Actual Minimum Required for
Adequately Capitalized
 Minimum Required for Well
Capitalized
 
 Amount Ratio Amount Ratio(1) Amount Ratio  Amount Ratio Amount Ratio(1) Amount Ratio 
CET1 Capital (to Risk-Weighted Assets) (2)
Consolidated $282,861   10.62% $119,867   4.5%  N/A   N/A  $296,641   10.49% $127,194   4.5%  N/A   N/A 
First Federal $308,709   11.60% $119,753   4.5% $172,977   6.5% $325,992   11.56% $126,861   4.5% $183,224   6.5%
                                                
Tier 1 Capital (1)                                                
Consolidated $317,861   11.03% $115,266   4.0%  N/A   N/A  $331,641   10.75% $123,352   4.0%  N/A   N/A 
First Federal $308,709   10.60% $114,995   4.0% $143,743   5.0% $325,992   10.61% $122,893   4.0% $153,617   5.0%
                                                
Tier 1 Capital (to Risk Weighted Assets) (1)
Consolidated $317,861   11.93% $159,823   6.0%  N/A   N/A  $331,641   11.73% $169,592   6.0%  N/A   N/A 
First Federal $308,709   11.60% $159,671   6.0% $212,895   8.0% $325,992   11.56% $169,149   6.0% $225,531   8.0%
                                                
Total Capital (to Risk Weighted Assets) (1)
Consolidated $345,128   12.96% $213,097   8.0%  N/A   N/A  $359,805   12.73% $226,123   8.0%  N/A   N/A 
First Federal $335,976   12.63% $212,895   8.0% $266,119   10.0% $354,155   12.56% $225,531   8.0% $281,914   10.0%

(1)Excludes capital conservation buffer of 2.50% as of March 31, 2019.

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(2)Core capital is computed as a percentage of adjusted total assets of $3.08 billion for consolidated and $3.07 billion for First Federal, respectively. Risk-based capital is computed as a percentage of total risk-weighted assets of $2.83 billion for consolidated and $2.82 billion for First Federal, respectively.

December 31, 2018

  Actual  Minimum Required for
Adequately Capitalized
  Minimum Required to be Well
Capitalized for Prompt
Corrective Action
 
  Amount  Ratio  Amount  Ratio(1)  Amount  Ratio 
CET1 Capital (to Risk-Weighted Assets) (2)
Consolidated $303,860   11.00% $124,339   4.5%  N/A   N/A 
First Federal $322,520   11.68% $124,225   4.5% $179,436   6.5%
                         
Tier 1 Capital (2)                        
Consolidated $338,860   11.14% $121,716   4.0%  N/A   N/A 
First Federal $322,520   10.62% $121,461   4.0% $151,827   5.0%
                         
Tier 1 Capital (to Risk Weighted Assets) (2)
Consolidated $338,860   12.26% $165,786   6.0%  N/A   N/A 
First Federal $322,520   11.68% $165,633   6.0% $220,844   8.0%
                         
Total Capital (to Risk Weighted Assets) (2)
Consolidated $367,191   13.29% $221,048   8.0%  N/A   N/A 
First Federal $350,851   12.71% $220,844   8.0% $276,055   10.0%

 

(1)Excludes capital conservation buffer of 1.875% as of MarchDecember 31, 2018.
(2)Core capital is computed as a percentage of adjusted total assets of $2.88$3.04 billion for consolidated and $2.87 billion for the Bank, respectively. Risk-based capital is computed as a percentage of total risk-weighted assets of $2.66 billion for consolidated and the Bank, respectively.

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December 31, 2017
  Actual  

Minimum Required for

Adequately Capitalized

  

Minimum Required for Well

Capitalized

 
  Amount  Ratio  Amount  Ratio(1)  Amount  Ratio 
                   
CET1 Capital (to Risk-Weighted Assets) (2)
Consolidated $274,832   10.43% $118,596   4.5%  N/A   N/A 
First Federal $298,571   11.33% $118,534   4.5% $171,216   6.5%
                         
Tier 1 Capital (1)                        
Consolidated $309,832   10.80% $114,773   4.0%  N/A   N/A 
First Federal $298,571   10.43% $114,539   4.0% $143,173   5.0%
                         
Tier 1 Capital (to Risk Weighted Assets) (1)
Consolidated $309,832   11.76% $158,128   6.0%  N/A   N/A 
First Federal $298,571   11.33% $158,046   6.0% $210,728   8.0%
                         
Total Capital (to Risk Weighted Assets) (1)
Consolidated $336,515   12.77% $210,838   8.0%  N/A   N/A 
First Federal $325,254   12.35% $210,728   8.0% $263,410   10.0%

(1)Excludes capital conservation buffer of 1.25% as of December 31, 2017.
(2)Core capital is computed as a percentage of adjusted total assets of $2.87 billion for consolidated and $2.86 billion for the Bank. Risk-based capital is computed as a percentage of total risk-weighted assets of $2.64$2.76 billion for consolidated and $2.63 billion for the Bank.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As discussed in detail in the Annual Report on2018 Form 10-K, for the year ended December 31, 2017, First Defiance’s ability to maximize net income is dependent on management’s ability to plan and control net interest income through management of the pricing and mix of assets and liabilities. Because a large portion of assets and liabilities of First Defiance are monetary in nature, changes in interest rates and monetary or fiscal policy affect its financial condition and can have significant impact on the net income of the Company. First Defiance does not use off-balance sheet derivatives to enhance its risk management, nor does it engage in trading activities beyond the sale of mortgage loans.

 

69

First Defiance monitors its exposure to interest rate risk on a monthly basis through simulation analysis that measures the impact changes in interest rates can have on net interest income. The simulation technique analyzes the effect of a presumed 100 basis point shift in interest rates (which is consistent with management’s estimate of the range of potential interest rate fluctuations) and takes into account prepayment speeds on amortizing financial instruments, loan and deposit volumes and rates, non-maturity deposit assumptions and capital requirements.

 

The table below presents, for the twelve months subsequent to March 31, 20182019 and December 31, 2017,2018, an estimate of the change in net interest income that would result from a gradual (ramp) and immediate (shock) change in interest rates, moving in a parallel fashion over the entire yield curve, relative to the measured base case scenario. Based on our net interest income simulation as of March 31, 2018,2019, net interest income sensitivity to changes in interest rates for the twelve months subsequent to March 31, 2018,2019, remained relatively stable for the ramp and shock compared to the sensitivity profile for the twelve months subsequent to December 31, 2017.2018.

 

72

Net Interest Income Sensitivity Profile                  
 Impact on Future Annual Net Interest Income  Impact on Future Annual Net Interest Income 
(dollars in thousands) March 31, 2018  December 31, 2017  March 31, 2019  December 31, 2018 
Gradual Change in Interest Rates                                
+200 $2,263   2.04% $2,354   2.18% $2,073   1.75% $1,910   1.61%
+100  1,150   1.04%  1,200   1.11%  1,081   0.91%  981   0.83%
-100  (2,782)  -2.51%  (3,033)  -2.81%  (1,940)  -1.64%  (2,025)  -1.71%
-200  (6,417)  -5.42%  (6,236)  -5.27%
                                
Immediate Change in Interest Rates                                
+200 $5,164   4.66% $4,821   4.47% $4,462   3.77% $3,424   2.89%
+100  2,672   2.41%  2,463   2.28%  2,404   2.03%  1,865   1.57%
-100  (6,339)  -5.72%  (6,223)  -5.77%  (4,851)  -4.10%  (5,057)  -4.27%
-200  (15,478)  -13.08%  (14,455)  -12.21%

 

To analyze the impact of changes in interest rates in a more realistic manner, non-parallel interest rate scenarios are also simulated. These non-parallel interest rate scenarios indicate that net interest income may decrease from the base case scenario should the yield curve flatten or become inverted. Conversely, if the yield curve should steepen, net interest income may increase.

 

The results of all the simulation scenarios are within the boardCompany’s Board mandated guidelines as of March 31, 2018,2019, except for the down 100200 basis points over the first twelve months in a dynamic and static and dynamic-shockshock balance sheet as well as inand the down 100200 basis points for aover the cumulative twenty-four24 months in both a staticdynamic and dynamic rampstatic balance sheet. Management is reviewing the boardBoard policy limits in all scenarios to determine if they are adequate and if so, any measures to be taken to bring the current results back into alignment with boardBoard guidelines.

70

 

In addition to the simulation analysis, First Defiance also uses an economic value of equity (“EVE”) analysis to measure risk in the balance sheet incorporating all cash flows over the estimated remaining life of all balance sheet positions. The EVE analysis generally calculates the net present value of First Federal’s assets and liabilities in rate shock environments that range from -400 basis points to +400 basis points. However, the likelihood of a decrease in rates beyond 100200 basis points as of March 31, 2018,2019, was considered to be unlikely given the current interest rate environment and, therefore, was not included in this analysis. The results of this analysis are reflected in the following tables for the threenine months ended March 31, 2018,2019, and the year-ended December 31, 2017.2018.

 

March 31, 2018
March 31, 2019March 31, 2019
Economic Value of Equity
Change in Rates $ Amount  $ Change  % Change  $ Amount  $ Change  % Change 
 (Dollars in Thousands)     (Dollars in Thousands)   
+400 bp  713,388   64,905   10.01%  727,290   77,743   11.97%
+ 300 bp  701,930   53,448   8.24%  715,198   65,651   10.11%
+ 200 bp  687,487   39,005   6.01%  700,790   51,244   7.89%
+ 100 bp  671,285   22,802   3.52%  679,109   29,562   4.55%
0 bp  648,482   -   -   649,547   -   - 
- 100 bp  619,338   (29,144)  (4.49)%  601,075   (48,471)  (7.46)%
- 200 bp  532,376   (117,171)  (18.04)%

 

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December 31, 2017
December 31, 2018December 31, 2018
Economic Value of Equity
Change in Rates $ Amount  $ Change  % Change  $ Amount  $ Change  % Change 
 (Dollars in Thousands)     (Dollars in Thousands)   
+400 bp  700,563   80,544   12.99%  751,259   66,752   9.75%
+ 300 bp  685,883   65,864   10.62%  741,404   56,897   8.31%
+ 200 bp  668,127   48,108   7.76%  729,505   44,998   6.57%
+ 100 bp  647,439   27,420   4.42%  710,688   26,181   3.82%
0 bp  620,019   -   -   684,507   -   - 
- 100 bp  585,967   (34,052)  (5.49)%  642,625   (41,882)  (6.12)%
-200 bp  578,124   (106,383)  (15.54)%

 

Item 4. Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in the Company's reports filed under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, (the “SEC”), including those disclosure controls and procedures designed to ensure that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

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An evaluation was carried out under the supervision and with the participation of the Company'sCompany’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of March 31, 2018.2019. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

 

No changes occurred in the Company’s internal controls over financial reporting during the quarter ended March 31, 2018,2019, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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FIRST DEFIANCE FINANCIAL CORP.

 

PART II-OTHER INFORMATION

 

Item 1.Legal Proceedings

 

Neither First Defiance nor any of its subsidiaries is engaged in any legal proceedings of a material nature.

 

Item 1A. Risk Factors

 

There are no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.2018.

 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

 

The Company had no unregistered sales of equity securities during the quarter ended March 31, 2018.2019.

 

The following table provides information regarding First Defiance’s purchases of its common stock during the three-month period ended March 31, 2018:2019 (share data has been adjusted to reflect a 2-for-1 stock split on July 12, 2018):

PeriodTotal Number
of Shares
Purchased
Average
Price Paid
Per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs(1)
Beginning Balance, December 31, 2017377,500
January 1 – January 31, 2018-$--377,500
February 1 – February 28, 2018---377,500
March 1 – March 31, 2018---377,500
Total-$--377,500
Period Total Number of
Shares
Purchased
  Average Price
Paid Per
Share
  Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
  Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs(1)
 
Beginning Balance, December 31, 2018              523,840 
January 1 – January 31, 2019  120,279  $27.32   119,605   404,235 
February 1 – February 28, 2019  230,934   29.59   230,934   173,301 
March 1 – March 31, 2019  164,764   30.68   164,473   8,828 
Total  515,977  $29.41   515,012   8,828 

 

(1)On January 29, 2016, the Company announced that its Board of Directors authorized anothera program for the repurchase of up to 5% of the outstanding common shares, or 450,000900,000 shares. There is no expiration date for the repurchase program.

 

Item 3.Defaults upon Senior Securities

 

Not applicable.

 

Item 4.Mine Safety Disclosures

 

Not applicable.

73

 

Item 5.Other Information

 

Not applicable.On May 1, 2019, First Defiance Financial Corp. and First Federal Bank of the Midwest (the “Companies”) entered into an employment agreement with Paul D. Nungester. Jr. (the “Employment Agreement”) pursuant to which Mr. Nungester will serve as Chief Financial Officer of the Company. Pursuant to the terms of the Employment Agreement, Mr. Nungester will receive an annual base salary of $270,000 and will be eligible to receive an annual cash bonus based on such terms and conditions as are set forth from time to time in the Companies’ short term incentive bonus program. In addition, Mr. Nungester shall be entitled to other benefits of any pension or other retirement benefit plan, deferred compensation, profit sharing, stock option, management recognition, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Companies, to the extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Companies. The term of the Employment Agreement is effective as of May 1, 2019, and will continue for a period of 12 months (together with any renewal periods as provided in the Employment Agreement). The Companies and Mr. Nungester may terminate the Employment Agreement at any time for any reason.

 

If Mr. Nungester’s employment is terminated by the Companies (other than termination for cause or by reason of death, disability or retirement) or if Mr. Nungester terminates his employment for “good reason” (as defined in the Employment Agreement) and such termination does not occur within six months before or one year after a change in control (as defined in the Employment Agreement), and Mr. Nungester executes a release of claims against the Companies, Mr. Nungester will receive a lump sum severance payment equal to the sum of his then current annual base salary and the average annual short-term cash bonus payable to Mr. Nungester for the five years preceding the date of termination.

If within six months before or one year after a change in control, Mr. Nungester’s employment is terminated by the Companies (other than termination for cause or by reason of death, disability or retirement) or if Mr. Nungester terminates his employment for “good reason,” and Mr. Nungester executes a release of claims against the Companies, Mr. Nungester will receive a lump sum severance payment equal to 2.99 times the sum of his then current annual base salary and the average annual short-term cash bonus payable to Mr. Nungester for the five years preceding the date of termination. In addition, the Employment Agreement provides that Mr. Nungester will be entitled to continued participation in the Company’s medical, dental and vision insurance benefits for the lesser of 1 year or until Mr. Nungester becomes eligible to participate in comparable benefits as an employee of another employer. In lieu of providing continued insurance benefits, the Companies have the right to pay Mr. Nungester a lump sum cash payment equal to the Companies’ cost to provide such insurance coverage.

The foregoing description of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.

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Item 6.Exhibits

 

Exhibit 3.1Articles of Incorporation of First Defiance as amended (1)
Exhibit 3.2Amendment to Articles of Incorporation of First Defiance (2)
Exhibit 3.3Code of Regulations of First Defiance (1)(3)
Exhibit 10.1First Amendment to Donald P. Hileman’s Employment Agreement, (2)dated as of May 1, 2019, among First Defiance Financial Corp., First Federal Bank of the Midwest, and Paul D. Nungester, Jr.*
Exhibit 10.2First Amendment to Kevin T. Thompson’sthe Employment Agreement (2)
Exhibit 10.3Change of Controlbetween First Defiance and Non-Solicitation Agreement with John R. Reisner (3)
Exhibit 10.4Change of Control and Non-Compete Agreement with Gregory R. AllenDonald P. Hileman, effective March 4, 2019 (4)
Exhibit 31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101The following financial information from the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 20182019 is formatted in eXtensible Business Reporting Language (“XBRL”): (i) Unaudited Consolidated Condensed Statements of Financial Condition at March 31, 20182019 and December 31, 2017,2018, (ii) Unaudited Consolidated Condensed Statements of Income for the Three Months ended March 31, 20182019 and 20172018 (iii) Unaudited Consolidated Condensed Statements of Comprehensive Income for the Three Months ended March 31, 20182019 and 2017,2018, (iv) Unaudited Consolidated Condensed Statements of Changes in Stockholders’ Equity for the Three Months ended March 31, 20182019 and 2017,2018, (v) Unaudited Consolidated Condensed Statements of Cash Flows for the Three Months ended March 31, 20182019 and 20172018 and (vi) Notes to Unaudited Consolidated Condensed Financial Statements.

 

(1)Incorporated herein by reference to the like numbered exhibit in the Registrant’s Form S-3 (File No. 333-163014), filed on November 10, 2009.
(2)Incorporated herein by reference to Exhibit 3.1 of the like numbered exhibit inRegistrant’s Form 8-K filed February 23, 2018 (File No. 000-26850)., filed on June 22, 2018.
(3)Incorporated herein by reference to exhibitExhibit 4.3 of the Registrant’s Form S-8 POS (File No. 333-197203), filed on July 17, 2018.
(4)Incorporated by reference to Exhibit 10.1 inof the Registrant’s Form 8-K filed March 22, 2018 (File No. 000-26850)., filed on March 6, 2019.
*Filed herewith.

 

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FIRST DEFIANCE FINANCIAL CORP.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 First Defiance Financial Corp.
 (Registrant)
  
Date:May 8, 20187, 2019By:/s/ Donald P. Hileman
  Donald P. Hileman
  President and
  Chief Executive Officer
   
Date:May 8, 20187, 2019By:/s/ Kevin T. ThompsonPaul D. Nungester, Jr.
  Kevin T. ThompsonPaul D. Nungester, Jr.
  Executive Vice President and
  Chief Financial Officer

 

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