Toggle SGML Header (+)


Section 1: 8-K (FORM 8-K)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 4, 2019

 

  FIRST DEFIANCE FINANCIAL CORP.  

(Exact name of registrant as specified in its charter)

 

                  OHIO                               0-26850                      34-1803915          
(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer I.D. No.)

 

  601 Clinton Street, Defiance, Ohio 43512  

(Address of principal executive offices) (Zip Code)

 

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

 

  Not Applicable  

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share FDEF The NASDAQ Stock Market

  

 

 

 

 

Section 8 – Other Events.

 

Item 8.01Other Events

 

Attached hereto as Exhibit 99 is an investor presentation being presented by management on Monday November 4, 2019.

 

Section 9 – Financial Statements and Exhibits.

 

Item 9.01Financial Statements and Exhibits

 

(d)Exhibits.

 

Exhibit

Number

 
Description 
   

99

 

Attached hereto as Exhibit 99 is an investor presentation being presented by management on Monday November 4, 2019 (furnished pursuant to Item 8.01 hereof).

  

2

 

 

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.  
       
       
       
  By:   /s/ Paul D. Nungester  
    Paul D. Nungester  
    Chief Financial Officer    

 

 

Date: November 4, 2019

 

3

(Back To Top)

Section 2: EX-99 (EXHIBIT 99)

 

Exhibit 99

 

Investor Update October 2019 Donald P. Hileman President & CEO Paul D. Nungester Executive VP & CFO

 

 

Forward Looking Statements The issuer has filed a registration statement including a prospectus, and will file a related supplement with the Securities and Exchange Commission (“SEC”), for the offering to which this communication relates . Before you invest, you should read the prospectus, the prospectus supplement and any other documents the issuer has filed or will file with the SEC for more complete information about the issuer and this offering . This presentation may contain certain forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 B of the Securities Exchange Act of 1934 , as amended, which are intended to be safe harbors created thereby . Those statements may include, but are not limited to, all statements regarding intent, beliefs, expectations, projections, forecasts and plans of First Defiance Financial Corp . and its management, and specifically include statements regarding : changes in economic conditions, the nature, extent and timing of governmental actions and reforms, future movements of interest rates, the production levels of mortgage loan generation, the ability to grow loans and deposits, the ability to benefit from a changing interest rate environment, the ability to sustain credit quality ratios at current or improved levels, the ability to sell OREO properties, the continued strength of First Federal Bank of the Midwest in its market area, and the ability of First Defiance to grow in existing and adjacent markets . These forward - looking statements involve numerous risks and uncertainties, including those inherent in general and local banking, insurance and mortgage conditions, competitive factors specific to markets in which First Defiance and its subsidiaries operate, future interest rate levels, legislative and regulatory decisions or capital market conditions and other risks and uncertainties detailed from time to time in the First Defiance’s SEC filings, including First Defiance’s Annual Report on Form 10 - K for the year ended December 31 , 2018 . One or more of these factors have affected or could in the future affect First Defiance’s business and financial results and could cause actual results to differ materially from plans and projections . Therefore, there can be no assurances that the forward - looking statements included in this investor presentation will prove to be accurate . In light of significant uncertainties in the forward - looking statements included herein, the inclusion of such information should not be regarded as a representation by First Defiance or any other persons, that the objectives and plans of First Defiance will be achieved . All forward - looking statement made in this investor presentation are based on information presently available to the management of First Defiance . First Defiance assumes no obligation to update any forward - looking statements . 2

 

 

Company Overview

 

 

Company Profile Unwavering focus for over 90 years: Community Financial Services • Consolidated Assets of $3.4 billion (09/30/19) • 44 branches throughout northwest and central Ohio, southeast Michigan and northeast Indiana • 1 loan production office in Ann Arbor, Michigan • Trust & Wealth Management services - AUM $645 million • Acquired Strategic Investment Advisors (9/30/19) • Acquired Commercial Savings Bank (2/24/17 ) - $342 million • 9 locations throughout the bank’s footprint • Built from agencies acquired – 1998 - 2017 • $13.9 million in fees & commissions – LTM • Specializes in property & casualty and group health & life insurance • Acquired Corporate One Benefits Agency , Inc. (4/1/17) 4

 

 

Investment Highlights • Market leader in northwest Ohio deeply rooted in the communities we have served since the 1920s • Growing presence in metro markets • Experienced, disciplined management team • Robust, diversified loan mix with a stable deposit base • Consistently strong net interest margin • Solid tangible capital levels 5

 

 

Executive Leadership Management Position Age Years with Company Years in Financial Services Donald P. Hileman President & CEO 66 12 45 Vince Liuzzi EVP, Bank President 53 <1 35 Paul D. Nungester EVP, Chief Financial Officer 45 1 18 John R. Reisner EVP, Chief Risk Officer, Legal Counsel 63 6 39 Sharon L. Davis EVP, Director of Human Resources 38 3 14 Gregory R. Allen EVP, Fort Wayne Market Area Executive 55 21 31 Joel P. Jerger EVP, Toledo Market Area Executive 41 2 20 David D. Dygert EVP, Columbus Market Area Executive 54 5 28 Amy L. Hackenberg EVP, Southern Market Area Executive 48 3 26 James R. Williams III EVP, Northern Market Area Executive 52 21 28 Marybeth Shunck EVP, Director of Sales 50 13 30 Dennis E. Rose, Jr. EVP, Director of Strategy Management 51 23 28 Timothy K. Harris EVP, Chief Credit Officer 61 19 40 Michael D. Mulford EVP, Chief Credit Administration Officer 54 15 32 Nick S. Mehdikhan President & COO, First Insurance Group 32 <1 12 6

 

 

The First Defiance Market • Largest community bank based in northwest Ohio • Footprint covers northwest and central OH, southeast MI and northeast IN 7

 

 

Our Footprint – Local Economy • Fort to Port Growth Corridor • Logistics and Transportation • Regional distribution centers • Food processing and production • Metro Markets • Fort Wayne, IN – diverse economy with manufacturing roots and companies that specialize in food processing, high tech communications, the defense and logistics industries and the specialty insurance industry . • Columbus, OH – robust population growth with diverse economy base of education, insurance, banking, fashion, defense, aviation, food, logistics, steel, energy, medical research, healthcare , hospitality, retail, technology . • Toledo, OH – strong legacy automotive, higher education, and healthcare presence, with expansion in energy, logistics and transportation, food processing, and advanced manufacturing . • Ann Arbor, MI – historically strong industries of IT, networking and high - speed internet services, life sciences, nanotechnologies and microelectromechanical systems in addition to higher education. 8

 

 

9 Strategic Focus • Profitability • High performance objectives for revenue growth, expense control and maintaining strong asset quality • Growth • Organic and through acquisitions, targeting newer markets, new relationships, enhanced delivery and deeper relationships in more established markets • Shareholder Value Enhancement • Effective capital management supporting growth, dividend increases and share repurchases Emphasis on the Community Bank Difference

 

 

Consistent Profitability 10 Source : Press releases 3Q18 4Q18 1Q19 2Q19 3Q19 Diluted Earnings per Share $0.55 $0.59 $0.57 $0.61 $0.66 Return on Average Assets 1.47% 1.53% 1.46% 1.52% 1.58% Return on Average Equity 11.52% 12.22% 11.78% 12.28% 12.71% Net Interest Margin - TE 4.00% 4.02% 4.03% 4.03% 3.88% Efficiency Ratio 59.22% 57.29% 63.22% 61.01% 56.65% *All 3Q19 and YTD19 results herein include a charge of $427,000 after - tax ($540,000 pre - tax) or $0.02 per diluted share for merger - related costs reflected as an increase of non - interest expenses.

 

 

11 2018 Performance Recognition • KBW Bank Honor Roll • Recognition of banks with more than $500 million in total assets that consistently deliver exceptional growth • Based on 9 consecutive years of increases in reported EPS results • One of only 18 banks admitted from a nearly 375 bank universe • S&P Global Market Intelligence Top - Performing Public Thrifts • Analysis used and scored performance based on six financial metrics • Ranked #8 amongst the country’s 50 largest public thrifts for 2018 performance scores

 

 

• Demonstrating our core values in all interactions to create long - term, profitable relationships • 5 - year annual average customer retention rate of 92.95% • Launched NPS program with 3 - month average score of 69 • Enhancing customer experience through technology advancements • Introduction of Card Controls – provides options with in mobile app to limit access and use of debit card • Joined MoneyPass ® ATM network for access to 32,000+ ATMs nationwide without a surcharge fee • Improved, personalized online mortgage experience • Retail Internet Banking enrollment now at 87% • Retail Mobile Banking utilization has risen to 43% with growth of 20.9% over the last 12 months 12 Strong Sales & Service Delivery

 

 

• Reaching more customers through digital channel development • Over 50% of our transactions are now outside of the branch • Growing our communities through our people • Financial literacy champions • Sponsor Banzai Financial Literacy Program for multiple schools throughout our footprint; numerous non - profit partnerships • Pay it Forward - Annual event since 2014 • Every employee performs random acts of kindness • Fund over $10,000 worth of grants annually • Building Better Communities - Annual event since 2018 • In celebration of National Homeownership Month • Valuable housing - relating partnerships with key community organizations throughout entire footprint • Two consecutive years of 500+ volunteer hours donated during the month: executive level – part - time employees participated 13 Strong Sales & Service Delivery

 

 

Dec 2015 – Sep 2019 14 Market Area Growth – Loans $0 $150,000 $300,000 $450,000 $600,000 $750,000 $900,000 2015 2016 2017 2018 2019 Toledo/BG Ft Wayne Columbus North South (In thousands) Source: Press Releases *2017 includes the acquisition of Commercial Savings Bank in the South. Total Loans Growth from $1.8B at 12/31/15 t o $2.7B at 9/30/19 Total CAGR 11.0% Organic CAGR 7.7%

 

 

Dec 2015 – Sep 2019 15 Market Area Growth – Deposits (In thousands) At June 30, 2019, Ranked #1 or #2 market share in 8 of 17 counties. $0 $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 2015 2016 2017 2018 2019 Toledo/BG Ft Wayne Columbus North South Source: Press Releases *2017 includes the acquisition of Commercial Savings Bank in the South. Total Deposits Growth from $1.8B at 12/31/15 to $2.8B at 9/30/19 Total CAGR 11.5% Organic CAGR 8.0%

 

 

First Defiance Financial Corp. – Total Return (%) Source: SNL data as of 10/23/19 – Five year 16 Strong Shareholder Returns

 

 

Financial Highlights

 

 

18 Net Income & Earnings Per Share (Net Income in thousands) Line Graph = Diluted EPS *All 4Q18 and FY18 results herein include a benefit of $636,000 after - tax ($806,000 pre - tax) or $0.03 per diluted share from an immaterial accounting correction related to the company’s deferred compensation plan reflected as a reduction of non - interest expenses. Source : Press releases $24,292 $26,423 $28,843 $32,268 $46,249 $34,152 $36,852 $1.22 $1.41 $1.59 $1.61 $2.26 $1.67 $1.85 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 $40,000 $45,000 $50,000 2014 2015 2016 2017 2018 YTD Sep 18 YTD Sep 19

 

 

19 Source : Press releases $2,179 $2,298 $2,477 $2,993 $3,182 $3,098 $3,351 1.12% 1.19% 1.20% 1.13% 1.52% 1.51% 1.52% 0.00% 0.25% 0.50% 0.75% 1.00% 1.25% 1.50% 1.75% $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 2014 2015 2016 2017 2018 YTD Sep 18 YTD Sep 19 Line Graph = ROA Total Assets & Return on Assets

 

 

20 Loan Portfolio Composition Commercial and Industrial 19% Non-Residential Real Estate Loans 42% Multi-Family Residential Real Estate Loans 10% Consumer 1% Construction Loans 11% 1-4 Family Residential Real Estate Loans 12% Home Equity and Improvement 5% (includes Agricultural Loans 11% of total) Total = $2.768 billion 2019 YTD Average Yield on Loans 5.06% Data as of 09/30/19 Source: Press releases and internally prepared files for 10 - Q

 

 

(In thousands) $30,311 $17,582 $14,803 $32,247 $20,221 $14,677 1.39% 0.77% 0.60% 1.08% 0.64% 0.44% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% $0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 2014 2015 2016 2017 2018 3Q2019 Line Graph = NPA/Total Assets 21 Non - performing Assets & NPAs/Assets Source : Press releases

 

 

Line Graph = ALLL/Total Loans 22 Net Charge - Offs/Average Loans (annualized) Source : Press releases 0.08% - 0.03% - 0.01% 0.10% - 0.02% 0.00% 1.50% 1.41% 1.33% 1.14% 1.12% 1.13% 0.00% 0.50% 1.00% 1.50% 2.00% -0.50% 0.00% 0.50% 1.00% 1.50% 2.00% 2014 2015 2016 2017 2018 YTD Sep 2019 ALLL/Total Loans

 

 

Quality Securities Portfolio US Government 0.9% CMO's 31.9% CDO's 4.5% MBS's 28.3% Municipals 34.4% 23 Total = $290.5 million Data as of 09/30/19 Source: Internally prepared files for 10 - Q

 

 

Total Deposits & Non - Interest Bearing % (In millions) $1,070 $1,138 $1,218 $1,470 $1,580 $1,575 $1,596 $1,667 $1,736 $1,761 $1,836 $1,982 $2,438 $2,621 $2,761 9.7% 9.3% 10.0% 12.0% 12.0% 13.8% 15.4% 18.9% 20.1% 21.6% 22.9% 24.6% 23.4% 23.2% 21.9% 0% 20% 40% 60% 80% 100% $500 $1,000 $1,500 $2,000 $2,500 $3,000 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 3Q2019 Line Graph = Non - Interest Deposits as % of Total Deposits 24 Source : Press releases

 

 

Source: Press releases Non - Interest Bearing Checking Accounts 22% Interest Bearing Checking & Money Market Accounts 41% Savings Accounts 10% CDs under $250,000 23% CDs over $250,000 4% Deposit Base Composition 25 Total Deposits= $ 2.761 billion 2019 YTD Average Cost of Deposits: 0.83% Data as of 09/30/19

 

 

Source : 10 - K and internally prepared documents for the 09/30/19 10 - Q 26 Capital Levels 0% 5% 10% 15% 20% Tier 1 Leverage Ratio Tier 1 Capital Ratio Total Capital Ratio Tangible Equity Ratio Common Equity Tier 1 Capital Ratio December 31, 2017 December 31, 2018 Proforma September 30, 2019 Well Capitalized Requirement Total Risk Based Capital 10.0% Tier 1 to Risk Weighted Assets 8.0% Tier 1 to Average Assets 5.0% Common Equity Tier 1 Cap. Ratio 6.5%

 

 

27 Net Interest Income & Margin Source : Press releases $71,487 $75,960 $80,773 $98,585 $109,259 $80,509 $86,886 3.68% 3.81% 3.74% 3.88% 3.98% 3.98% 3.97% 2.50% 3.00% 3.50% 4.00% 4.50% $0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $80,000 $90,000 $100,000 $110,000 $120,000 2014 2015 2016 2017 2018 YTD Sep 2018 YTD Sep 2019 Bar Graph = Tax - Equivalent Net Interest Income; Line Graph = Net Interest Margin

 

 

28 Source : Press releases Bar Graph = Pre - tax, pre - provision Income; Line Graph = ROA $34,572 $37,969 $41,880 $51,401 $58,051 $42,400 $46,988 1.60% 1.71% 1.75% 1.80% 1.90% 2.81% 2.90% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% $0 $20,000 $40,000 $60,000 $80,000 2014 2015 2016 2017 2018 YTD Sep 2018 YTD Sep 2019 PTPP Income & ROA

 

 

29 Non - Interest Income & Percent of Total Revenue Source : Press releases (In thousands) $30,709 $31,781 $33,521 $37,569 $39,035 $30,595 $32,173 30.6% 30.0% 29.8% 28.0% 26.5% 27.7% 27.2% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% 90.0% 100.0% $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 $40,000 $45,000 2014 2015 2016 2017 2018 YTD Sep 2018 YTD Sep 2019 Non - Interest Income excluding securities gains/losses and impairment on securities/BOLI enhancement gain/trust fee accrual Line Graph = Non - Interest Income as a % of Revenue

 

 

(In thousands) $66,758 $67,889 $71,093 $85,351 $89,412 $68,202 $72,304 65.3% 63.0% 62.2% 61.8% 60.3% 61.3% 60.3% 10% 20% 30% 40% 50% 60% 70% 80% 90% $0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $80,000 $90,000 2014 2015 2016 2017 2018 YTD Sep 2018 YTD Sep 2019 Line Graph = Efficiency Ratio 30 Non - Interest Expense & Efficiency Ratio Source : Press releases

 

 

Line Graph = Return On Tangible Equity 31 Return On Equity & ROTE Source : Press releases 8.78% 9.52% 10.10% 9.19% 12.03% 12.27% 11.46% 12.35% 12.98% 12.68% 16.47% 16.47% 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% 14.00% 16.00% 18.00% 20.00% 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% 14.00% 16.00% 18.00% 20.00% 2014 2015 2016 2017 2018 YTD Sep 2019

 

 

Shareholder Value

 

 

33 Maximizing Shareholder Value Source : Press releases EPS, Dividends and Stock Price

 

 

Includes all Major Exchange (NYSE, NYSE MKT, NASDAQ) Banks in SNL's coverage universe with $1B to $5B in Assets as of most recent financial data. First Defiance Financial Corp. (FDEF) SNL U.S. Banks $1B - $5B 34 Maximizing Shareholder Value Source : SNL data as of 10/23/19 – Five year

 

 

35 Source : SNL data as of 10/23/19 Maximizing Shareholder Value Investment Opportunity SNL Index FDEF $1B - $5B Price / Earnings 13.0x 14.0x Price / Book 148.8% 135.3% Price / Tangible Book 198.1% 157.4% Dividend Yield 2.8% 2.0%

 

 

36 • Disciplined management team with proven track record • Reputation of focusing on fundamentals • Strong capital levels • Balance sheet strength – attractive core deposit base • Balanced loan portfolio with a disciplined approach to lending • Well - positioned to grow our balance sheet and geographic footprint, enhancing long - term shareholder value Summary

 

 

37 Thank you. Donald P. Hileman | President & CEO 419 - 785 - 2210 | [email protected] - fed.com Paul D. Nungester | EVP & CFO 419 - 785 - 8700 | [email protected] - fed.com

 

 

 

 

(Back To Top)