First Defiance Financial Corp. (First Defiance or the Company) is a unitary thrift holding company that, through its subsidiaries (the Subsidiaries), focuses on traditional banking and property and casualty, life and group health insurance products. The Company’s traditional banking activities include originating and servicing residential, commercial, and consumer loans and providing a broad range of depository services. The Company’s insurance activities consist primarily of commissions relating to the sale of property and casualty, life and group health insurance and investment products.
At December 31, 2006, the Company had consolidated assets of $1.528 billion, consolidated deposits of $1.138 billion, and consolidated stockholder’s equity of $159.8 million. The Company was incorporated in Ohio in June of 1995. Its principal executive offices are located at 601 N. Clinton Street, Defiance, Ohio 43512, and its telephone number is (419) 782-5015.
First Defiance's Internet site, www.fdef.com contains a hyperlink under the Investor Relations section to EDGAR where the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge as soon as reasonably practicable after First Defiance has filed the report with the SEC.
The Subsidiaries
The Company’s core business operations are conducted through the following Subsidiaries:
First Federal Bank of the Midwest: First Federal Bank of the Midwest (First Federal) is a federally chartered stock savings bank headquartered in Defiance, Ohio. As of December 31, 2006, it conducts operations through its main office and 26 full service branch offices in Allen, Defiance, Fulton, Hancock, Henry, Lucas, Ottawa, Paulding, Putnam, Seneca, Williams and Wood Counties in northwest Ohio.
On January 21, 2005, First Defiance completed the acquisition of ComBanc, Inc. (ComBanc) and its subsidiary, the Commercial Bank, Delphos, Ohio. That acquisition added four branch offices located in Allen County, Ohio which is adjacent to First Defiance’s existing footprint. On April 8, 2005, First Defiance completed the acquisition of the Genoa Savings and Loan Company, (Genoa) which added three offices in the metropolitan Toledo, Ohio area.
First Federal is primarily engaged in community banking. It attracts deposits from the general public through its offices and uses those and other available sources of funds to originate residential real estate loans, non-residential real estate loans, commercial loans, home improvement and home equity loans and consumer 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 which are issued by federal agencies, including REMICs and 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.
-2-
First Insurance & Investments: First Insurance & Investments (First Insurance) is a wholly owned subsidiary of First Defiance. First Insurance is an insurance agency that does business in the Defiance, Ohio area. First Insurance offers property and casualty insurance, life insurance, group health insurance, and investment products.
Securities
First Defiance’s securities portfolio is managed in accordance with a written policy adopted by the Board of Directors and administered by the Investment Committee. The Chief Financial Officer, the Chief Operating Officer, and the Chief Executive Officer of First Federal can each approve transactions up to $1 million. Two of the three officers are required to approve transactions between $1 million and $5 million. All transactions in excess of $5 million must be approved by the Board of Directors.
First Defiance’s investment portfolio includes 23 CMO and REMIC issues totaling $23.0 million, all of which are fully amortizing securities. One of these securities with a carrying value of $3.1 million is considered to be “high risk” based on the stress test developed by the banking regulators. Management does not believe the risks associated with any of its CMO or REMIC investments, including the security that failed the stress test developed by the banking regulators are significantly different from risks associated with other pass-through mortgage-backed securities. First Defiance does not invest in off-balance sheet derivative securities.
Management determines the appropriate classification of debt securities at the time of purchase. Debt securities are classified as held-to-maturity when First Defiance has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost. Debt securities not classified as held-to-maturity and equity securities are classified as available-for-sale. Available-for-sale securities are stated at fair value.
The amortized cost and fair value of securities at December 31, 2006 by contractual maturity are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Money market mutual funds and other mutual funds are not due at a single maturity date. For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been allocated over maturity groupings based on the weighted-average contractual maturities of underlying collateral. The mortgage-backed securities may mature earlier than their weighted-average contractual maturities because of principal prepayments.
-3-
|
Contractually
Maturing
|
Total
|
||||||||||||||||||||||||||||||
|
Under
1
Year
|
Weighted
Average
Rate
|
1
- 5
Years
|
Weighted
Average
Rate
|
6-10
Years
|
Weighted
Average
Rate
|
Over
10
Years
|
Weighted
Average
Rate
|
Amount
|
Yield
|
||||||||||||||||||||||
|
(Dollars
in Thousands)
|
|||||||||||||||||||||||||||||||
|
Mortgage-backed
securities
|
$
|
3,602
|
5.21
|
%
|
$
|
9,889
|
5.19
|
%
|
$
|
4,642
|
5.24
|
%
|
$
|
1,499
|
5.42
|
%
|
$
|
19,632
|
5.22
|
%
|
|||||||||||
|
REMICs
and CMOs
|
3,184
|
4.41
|
12,387
|
4.54
|
7,518
|
5.18
|
173
|
4.85
|
23,262
|
4.73
|
|||||||||||||||||||||
|
U.S.
government and federal agency obligations
|
11,000
|
4.15
|
21,550
|
5.14
|
3,570
|
5.42
|
−
-
|
−
|
36,120
|
4.87
|
|||||||||||||||||||||
|
Obligations
of states and political subdivisions (1)
|
610
|
4.60
|
8,695
|
4.60
|
2,701
|
4.89
|
12,765
|
4.77
|
24,771
|
4.72
|
|||||||||||||||||||||
|
Trust
preferred stock
|
−
|
−
|
−
|
8,134
|
7.76
|
8,134
|
7.76
|
||||||||||||||||||||||||
|
Total
|
$
|
18,396
|
$
|
52,521
|
$
|
18,431
|
$
|
22,571
|
$
|
111,919
|
|||||||||||||||||||||
|
Unamortized
premiums/ (discounts)
|
351
|
||||||||||||||||||||||||||||||
|
Unrealized
loss on securities available for sale
|
(147
|
)
|
|||||||||||||||||||||||||||||
|
Total
|
$
|
112,123
|
(1) Tax exempt yield based on effective tax rate of 35%. Actual coupon rate is approximately equal to the weighted average rate disclosed in the table times 65%.
The carrying value of investment securities is as follows:
|
December
31
|
||||||||||
|
2006
|
2005
|
2004
|
||||||||
|
(In
Thousands)
|
||||||||||
|
Available-for-sale
securities:
|
||||||||||
|
Corporate
bonds
|
$
|
−
|
$
|
−
|
$
|
6,468
|
||||
|
U.
S. treasury and federal agency obligations
|
36,043
|
41,065
|
50,313
|
|||||||
|
Obligations
of state and political subdivisions
|
25,254
|
23,818
|
32,092
|
|||||||
|
CMOs,
REMICS and mortgage-backed securities
|
41,207
|
40,395
|
41,765
|
|||||||
|
Other
|
8,178
|
7,801
|
6,365
|
|||||||
|
Total
|
$
|
110,682
|
$
|
113,079
|
$
|
137,003
|
||||
|
Held-to-maturity
securities:
|
||||||||||
|
Mortgage-backed
securities
|
$
|
1,081
|
$
|
1,330
|
$
|
1,725
|
||||
|
Obligations
of state and political subdivisions
|
360
|
445
|
530
|
|||||||
|
Total
|
$
|
1,441
|
$
|
1,775
|
$
|
2,255
|
For additional information regarding First Defiance’s investment portfolio refer to Note 5 to the consolidated financial statements.
Interest-Bearing Deposits
First Defiance had interest-earning deposits in the FHLB of Cincinnati amounting to $2.4 million and $5.2 million at December 31, 2006 and 2005, respectively.
-4-
Residential Loan Servicing Activities
Servicing mortgage loans for investors involves a contractual right to receive a fee for processing and administering loan payments on mortgage loans that are not owned by the Company and are not included on the Company’s balance sheet. This processing involves collecting monthly mortgage payments on behalf of investors, reporting information to those investors on a monthly basis and maintaining custodial escrow accounts for the payment of principal and interest to investors and property taxes and insurance premiums on behalf of borrowers. At December 31, 2006, First Federal serviced 8,097 loans totaling $665.4 million. The vast majority of the loans serviced for others are fixed rate conventional mortgage loans.
As compensation for its mortgage servicing activities, the Company receives servicing fees, usually 0.25% per annum of the loan balances serviced, plus any late charges collected from delinquent borrowers and other fees incidental to the services provided. In the event of a default by the borrower, the Company receives no servicing fees until the default is cured.
The following table sets forth certain information regarding the number and aggregate principal balance of the mortgage loans serviced by the Company, including both fixed and adjustable rate loans, at various interest rates:
|
December
31
|
||||||||||||||||||||||||||||
|
2006
|
2005
|
2004
|
||||||||||||||||||||||||||
|
Rate
|
Number
of
Loans
|
Aggregate
Principal
Balance
|
Percentage
of
Aggregate
Principal
Balance
|
Number
of
Loans
|
Aggregate
Principal
Balance
|
Percentage
of
Aggregate
Principal
Balance
|
Number
of
Loans
|
Aggregate
Principal
Balance
|
Percentage
of
Aggregate
Principal
Balance
|
|||||||||||||||||||
|
(Dollars
in Thousands)
|
||||||||||||||||||||||||||||
|
Less
than 5.00%
|
810
|
$
|
65,938
|
9.91
|
%
|
865
|
$
|
74,784
|
12.41
|
%
|
770
|
$
|
72,321
|
15.59
|
%
|
|||||||||||||
|
5.00%
- 5.99%
|
3,473
|
280,779
|
42.20
|
3,689
|
310,665
|
51.56
|
2,881
|
244,842
|
52.79
|
|||||||||||||||||||
|
6.00%
- 6.99%
|
3,129
|
278,651
|
41.87
|
2,356
|
190,172
|
31.56
|
1,609
|
126,132
|
27.20
|
|||||||||||||||||||
|
7.00%
- 7.99%
|
582
|
36,158
|
5.43
|
465
|
21,766
|
3.61
|
383
|
17,810
|
3.84
|
|||||||||||||||||||
|
8.00%
- 8.99%
|
86
|
3,476
|
0.52
|
108
|
4,483
|
0.74
|
63
|
2,503
|
0.54
|
|||||||||||||||||||
|
9.00%
and over
|
17
|
437
|
0.07
|
28
|
641
|
0.10
|
4
|
182
|
0.04
|
|||||||||||||||||||
|
Total
|
8,097
|
$
|
665,439
|
100.00
|
%
|
7,511
|
$
|
602,511
|
100.00
|
%
|
5,710
|
$
|
463,790
|
100.00
|
%
|
Loan servicing fees decrease as the principal balance on the outstanding loan decreases and as the remaining time to maturity of the loan shortens. The following table sets forth certain information regarding the remaining maturity of the mortgage loans serviced by the Company as of the dates shown.
|
2006
|
2005
|
2004
|
|||||||||||||||||||||||||||||||||||
|
Maturity
|
Number
of
Loans
|
%
of Number of Loans
|
Unpaid
Principal Amount
|
%
of Unpaid Principal Amount
|
Number
of
Loans
|
%
of Number
of
Loans
|
Unpaid
Principal Amount
|
%
of
Unpaid
Principal Amount
|
Number
of
Loans
|
%
of Number
of
Loans
|
Unpaid
Principal
Amount
|
%
of Unpaid Principal Amount
|
|||||||||||||||||||||||||
|
(Dollars
in Thousands)
|
|||||||||||||||||||||||||||||||||||||
|
1-5
years
|
559
|
6.90
|
%
|
$
|
40,545
|
6.09
|
%
|
546
|
7.27
|
%
|
$
|
40,710
|
6.76
|
%
|
392
|
6.88
|
%
|
$
|
30,317
|
6.54
|
%
|
||||||||||||||||
|
6-10
years
|
659
|
8.14
|
26,342
|
3.96
|
602
|
8.01
|
27,965
|
4.64
|
614
|
10.75
|
41,076
|
8.86
|
|||||||||||||||||||||||||
|
11-15
years
|
2,408
|
29.74
|
163,796
|
24.61
|
2,573
|
34.26
|
177,564
|
29.47
|
2,122
|
37.16
|
153,680
|
33.14
|
|||||||||||||||||||||||||
|
16-20
years
|
992
|
12.25
|
81,262
|
12.21
|
1,006
|
13.39
|
83,444
|
13.85
|
787
|
13.78
|
67,964
|
14.65
|
|||||||||||||||||||||||||
|
21-25
years
|
338
|
4.17
|
28,604
|
4.30
|
207
|
2.76
|
17,254
|
2.86
|
107
|
1.87
|
8,551
|
1.84
|
|||||||||||||||||||||||||
|
More
than 25 years
|
3,141
|
38.80
|
324,890
|
48.83
|
2,577
|
34.31
|
255,574
|
42.42
|
1,688
|
29.56
|
162,202
|
34.97
|
|||||||||||||||||||||||||
|
Total
|
8,097
|
100.00
|
%
|
$
|
665,439
|
100.00
|
%
|
7,511
|
100.00
|
%
|
$
|
602,511
|
100.00
|
%
|
5,710
|
100.00
|
%
|
$
|
463,790
|
100.00
|
%
|
-5-
Lending Activities
General - A savings bank generally may not make loans to one borrower and related entities in an amount which exceeds 15% of its unimpaired capital and surplus, although loans in an amount equal to an additional 10% of unimpaired capital and surplus may be made to a borrower if the loans are fully secured by readily marketable securities. Real estate is not considered “readily marketable collateral.” Certain types of loans are not subject to these limits. In applying these limits, loans to certain borrowers may be aggregated. Notwithstanding the specified limits, a savings bank may lend to one borrower up to $500,000 “for any purpose”. At December 31, 2006, First Federal’s limit on loans-to-one borrower was $23.0 million and its five largest loans (including available lines of credit) or groups of loans to one borrower, including related entities, were $16.5 million, $16.0 million, $14.3 million, $13.2 million and $10.6 million. All of these loans or groups of loans were performing in accordance with their terms at December 31, 2006.
Loan Portfolio Composition - The net increase in net loans receivable over the prior year was $61.8 million, $285.6 million, and $143.7 million in 2006, 2005, and 2004, respectively. First Defiance acquired net loans of $117.5 million in the ComBanc acquisition and $66.9 million in the Genoa acquisition in 2005. The loan portfolio contains no foreign loans nor any concentrations to identified borrowers engaged in the same or similar industries exceeding 10% of total loans.
-6-
The following table sets forth the composition of the Company’s loan portfolio by type of loan at the dates indicated.
|
December
31
|
|||||||||||||||||||||||||||||||
|
2006
|
2005
|
2004
|
2003
|
2002
|
|||||||||||||||||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
Amount
|
%
|
Amount
|
%
|
Amount
|
%
|
|||||||||||||||||||
|
Real
estate:
|
|||||||||||||||||||||||||||||||
|
One
to four family residential
|
$
|
250,808
|
20.1
|
%
|
$
|
275,497
|
23.2
|
%
|
$
|
187,775
|
20.9
|
%
|
$
|
162,111
|
21.6
|
%
|
$
|
142,355
|
24.7
|
%
|
|||||||||||
|
Five
or more family residential
|
57,263
|
4.6
|
50,040
|
4.2
|
39,049
|
4.4
|
30,322
|
4.0
|
32,324
|
5.6
|
|||||||||||||||||||||
|
Nonresidential
real estate
|
522,597
|
41.9
|
501,943
|
42.2
|
376,115
|
42.0
|
311,101
|
41.4
|
195,431
|
33.9
|
|||||||||||||||||||||
|
Construction
|
17,339
|
1.4
|
21,173
|
1.8
|