PREMIER FINANCIAL CORP - Quarter Report: 2019 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended September 30, 2019

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

For the Transition Period from ___________ to __________

Commission file number 0-26850

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

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

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. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted 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 such files). Yes x No ¨

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 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 filer x
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 ¨ No x

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 – 19,729,215 shares outstanding at October 31, 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 – September 30, 2019 and December 31, 2018	2

	Consolidated Condensed Statements of Income - Three and Nine months ended September 30, 2019 and 2018	4

	Consolidated Condensed Statements of Comprehensive Income – Three and Nine months ended September 30, 2019 and 2018	5

	Consolidated Condensed Statements of Changes in Stockholders’ Equity – Nine months ended September 30, 2019 and 2018	6

	Consolidated Condensed Statements of Cash Flows - Nine months ended September 30, 2019 and 2018	7

	Notes to Consolidated Condensed Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	51

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	76

Item 4.	Controls and Procedures	77

PART II - OTHER INFORMATION:

Item 1.	Legal Proceedings	78

Item 1A.	Risk Factors	78

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	78

Item 3.	Defaults upon Senior Securities	78

Item 4.	Mine Safety Disclosures	78

Item 5.	Other Information	79

Item 6.	Exhibits	79

	Signatures	80

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)

	September 30, 2019		December 31, 2018
Assets
Cash and cash equivalents:
Cash and amounts due from depository institutions	$	56,994	$	55,962
Federal funds sold		55,000		43,000
		111,994		98,962
Securities:
Available-for-sale, carried at fair value		290,054		294,076
Held-to-maturity, carried at amortized cost (fair value $481 and $526 at September 30, 2019 and December 31, 2018, respectively)		481		526
		290,535		294,602
Loans held for sale		22,909		6,613
Loans receivable, net of allowance of $30,250 at September 30, 2019 and $28,331 at December 31, 2018, respectively		2,635,050		2,511,708
Mortgage servicing rights		9,859		10,119
Accrued interest receivable		11,386		9,641
Federal Home Loan Bank stock		11,915		14,217
Bank owned life insurance		75,088		67,660
Premises and equipment		39,911		40,670
Real estate and other assets held for sale		-		1,205
Goodwill		100,069		98,569
Core deposit and other intangibles		4,052		4,391
Other assets		37,956		23,365
Total assets	$	3,350,724	$	3,181,722

(continued)

FIRST DEFIANCE FINANCIAL CORP.

Consolidated Condensed Statements of Financial Condition

(UNAUDITED)

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

	September 30, 2019			December 31, 2018
Liabilities and stockholders’ equity
Liabilities:
Deposits	$	2,760,615		$	2,620,882
Advances from the Federal Home Loan Bank		85,095			85,189
Subordinated debentures		36,083			36,083
Securities sold under repurchase agreements		2,851			5,741
Advance payments by borrowers		5,504			3,652
Deferred taxes		1,459			264
Other liabilities		41,071			30,322
Total liabilities		2,932,678			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: 50,000,000 shares authorized; 25,371,086 and 25,398,992 shares issued and 19,728,590 and 20,171,392 shares outstanding at September 30, 2019 and December 31, 2018, respectively		127			127
Additional paid-in capital		161,577			161,593
Accumulated other comprehensive income (loss), net of tax of $1,356 and $(468), respectively		5,101			(2,148	)
Retained earnings		320,998			295,588
Treasury stock, at cost, 5,642,496 shares at September 30, 2019 and 5,227,600 shares at December 31, 2018		(69,757	)		(55,571	)
Total stockholders’ equity		418,046			399,589
Total liabilities and stockholders’ equity	$	3,350,724		$	3,181,722

See accompanying notes.

FIRST DEFIANCE FINANCIAL CORP.

Consolidated Condensed Statements of Income

(UNAUDITED)

(Amounts in Thousands, except per share data)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2019			2018		2019		2018
Interest Income
Loans	$	33,284		$	29,371	$	97,158	$	83,557
Investment securities:
Taxable		1,134			1,207		3,788		3,445
Non-taxable		818			870		2,507		2,522
Interest-bearing deposits		312			275		857		945
FHLB stock dividends		135			240		533		698
Total interest income		35,683			31,963		104,843		91,167
Interest Expense
Deposits		6,029			3,753		16,615		9,508
FHLB advances and other		431			342		1,011		943
Subordinated debentures		329			334		1,043		934
Notes payable		2			5		23		19
Total interest expense		6,791			4,434		18,692		11,404
Net interest income		28,892			27,529		86,151		79,763
Provision for loan losses		1,327			1,376		1,821		704
Net interest income after provision for loan losses		27,565			26,153		84,330		79,059
Non-interest Income
Service fees and other charges		4,027			3,335		10,335		9,762
Insurance commissions		3,263			3,254		10,994		11,024
Mortgage banking income		2,822			1,877		6,800		5,632
Gain on sale of non-mortgage loans		105			33		215		300
Gain on sale or call of securities		11			76		11		76
Trust income		511			514		1,510		1,588
Income from Bank Owned Life Insurance		783			399		1,702		1,365
Other non-interest income		320			434		1,574		1,092
Total non-interest income		11,842			9,922		33,141		30,839
Non-interest Expense
Compensation and benefits		14,061			12,882		42,544		39,016
Occupancy		2,206			2,154		6,751		6,251
FDIC insurance premium		(255	)		255		276		817
Financial institutions tax		555			531		1,667		1,593
Data processing		1,728			2,161		6,292		6,349
Acquisition related charges		540			-		540		-
Amortization of intangibles		264			319		839		998
Other non-interest expense		4,104			3,984		13,395		13,178
Total non-interest expense		23,203			22,286		72,304		68,202
Income before income taxes		16,204			13,789		45,167		41,696
Federal income taxes		3,033			2,483		8,315		7,544
Net Income	$	13,171		$	11,306	$	36,852	$	34,152

Earnings per common share ⁽¹⁾
Basic	$	0.67		$	0.55	$	1.86	$	1.68
Diluted	$	0.66		$	0.55	$	1.85	$	1.67
Dividends declared per share ⁽¹⁾	$	0.19		$	0.17	$	0.57	$	0.47
Average common shares outstanding ⁽¹⁾
Basic		19,790			20,400		19,862		20,373
Diluted		19,875			20,467		19,943		20,465

See accompanying notes.

FIRST DEFIANCE FINANCIAL CORP.

Consolidated Condensed Statements of Comprehensive Income

(UNAUDITED)

(Amounts in Thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Net income	$	13,171		$	11,306		$	36,852		$	34,152

Other comprehensive income (loss):
Unrealized gains (losses) on securities available for sale		1,192			(2,058	)		9,084			(6,487	)
Reclassification adjustment for securities gains
Included in net income⁽¹⁾		(11	)		(76	)		(11	)		(76	)
Income tax expense (benefit)		(247	)		448			(1,906	)		1,378
Net of tax amount		934			(1,686	)		7,167			(5,185	)

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)		934			(1,686	)		7,249			(5,185	)

Comprehensive income	$	14,105		$	9,620		$	44,101		$	28,967

(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 September 30, 2019 and 2018 was $2 and $16, respectively. Income tax expense associated with the reclassification adjustments, included in federal income taxes, for the nine months ended September 30, 2019 and 2018 was $2 and $16, respectively.

See accompanying notes.

FIRST DEFIANCE FINANCIAL CORP.

Consolidated Statement of Changes in Stockholders’ Equity

(UNAUDITED)

(Amounts in Thousands, except share data)

											Accumulated
			Common					Additional			Other									Total
	Preferred		Stock			Common		Paid-In			Comprehensive			Retained			Treasury			Stockholders’
	Stock		Shares⁽¹⁾			Stock		Capital			Income			Earnings			Stock			Equity
Balance at December 31, 2018	$	-		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
Net income															12,199						12,199
Other comprehensive income												2,598									2,598
Deferred compensation plan									(12	)								29			17
Stock based compensation expenses									255												255
Shares issued under stock option plan, net of 0 repurchased and retired				1,200					(9	)								15			6
Restricted share activity under stock incentive plans net of 2,533 repurchased and retired				12,304					129						(153	)		98			74
Shares issued from direct stock sales				934					14									11			25
Common stock dividends declared															(3,747	)					(3,747	)
Balance at June 30, 2019	$	-		19,727,630		$	127	$	161,205		$	4,167		$	311,576		$	(69,859	)	$	407,216
Net income															13,171						13,171
Other comprehensive income												934									934
Deferred compensation plan									(12	)								31			19
Stock based compensation expenses									6												6
Restricted share activity under stock incentive plans net of 0 repurchased and retired									362									59			421
Shares issued from direct stock sales				960					15									12			27
Common stock dividends declared															(3,748	)					(3,748	)
Balance at September 30, 2019	$	-		19,728,590		$	127	$	161,576		$	5,101		$	320,999		$	(69,757	)	$	418,046

										Accumulated
			Common				Additional			Other									Total
	Preferred		Stock		Common		Paid-In			Comprehensive			Retained			Treasury			Stockholders’
	Stock		Shares⁽¹⁾		Stock		Capital			Income			Earnings			Stock			Equity
Balance at December 31, 2017	$	-		20,312,082	$	127	$	160,940		$	217		$	262,900		$	(50,898	)	$	373,286
Net income														11,737						11,737
Other comprehensive loss											(2,810	)								(2,810	)
Adoption of ASU 2018-02 – See Note 2											47			(47	)					-
Stock based compensation expenses								84												84
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				744				14									7			21
Common stock dividends declared														(3,047	)					(3,047	)
Balance at March 31, 2018	$	-		20,363,798	$	127	$	160,547		$	(2,546	)	$	271,426		$	(50,340	)	$	379,214
Net income														11,109						11,109
Other comprehensive loss											(689	)								(689	)
Stock based compensation expenses								88												88
Shares issued under stock option plan, net of 7,648 repurchased and retired				27,352				(60	)					(234	)		349			55
Restricted share activity under stock incentive plans net of 0 repurchased and retired				4,104				253						(120	)		40			173
Shares issued from direct stock sales				924				19									10			29
Common stock dividends declared														(3,059	)					(3,059	)
Balance at June 30, 2018	$	-		20,396,178	$	127	$	160,847		$	(3,235	)	$	279,122		$	(49,941	)	$	386,920
Net income														11,306						11,306
Other comprehensive loss											(1,686	)								(1,686	)
Stock based compensation expenses								122												122
Restricted share activity under stock incentive plans net of 0 repurchased and retired				4,500				192									45			237
Shares issued from direct stock sales				783				18									8			26
Common stock dividends declared														(3,468	)					(3,468	)
Balance at September 30, 2018	$	-		20,401,461	$	127	$	161,179		$	(4,921	)	$	286,960		$	(49,888	)	$	393,457

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

See accompanying notes.

FIRST DEFIANCE FINANCIAL CORP.

Consolidated Condensed Statements of Cash Flows

(UNAUDITED)

(Amounts in Thousands)

	Nine Months Ended
	September 30,
	2019			2018
Operating Activities
Net income	$	36,852		$	34,152
Items not requiring (providing) cash:
Provision for loan losses		1,821			704
Depreciation		3,137			2,688
Amortization of mortgage servicing rights, net of impairment charges/recoveries		1,714			918
Amortization of core deposit and other intangible assets		839			998
Net accretion of premiums and discounts on loans and deposits		(599	)		(238	)
Amortization of premiums and discounts on securities		1,073			905
Change in deferred taxes		(637	)		224
Proceeds from the sale of loans held for sale		201,571			161,185
Originations of loans held for sale		(213,649	)		(160,655	)
Gain from sale of loans		(5,887	)		(4,044	)
Gain from sale or call of securities		(11	)		(76	)
Loss on sale or write down of property plant and equipment		10			13
Gain/loss on sale / write-down of real estate and other assets held for sale		178			529
Stock option expense		272			294
Restricted stock /expense		184			297
Income from bank owned life insurance including income from death benefits in excess of cash surrender value		(1,702	)		(1,365	)
Excess tax benefit on stock compensation plans		(108	)		(162	)
Changes in:
Accrued interest receivable		(1,745	)		(2,552	)
Other assets		(5,783	)		(2,985	)
Other liabilities		1,705			2,188
Net cash provided by operating activities		19,235			33,018

Investing Activities
Proceeds from maturities of held-to-maturity securities		42			45
Proceeds from maturities, calls and pay-downs of available-for-sale securities		29,913			19,916
Proceeds from the sale of available-for-sale securities		783			1,944
Proceeds from sale of premises and equipment, real estate and other assets held for sale		1,173			482
Proceeds from sale of non-mortgage loans		15,944			28,277
Purchases of available-for-sale securities		(18,652	)		(51,535	)
Proceeds from Federal Home Loan stock redemption		2,302			1,775
Net cash paid for acquisition		(1,600	)		-
Proceeds from sale of bank owned life insurance		-			17,689
Purchases of premises and equipment, net		(2,388	)		(2,911	)
Investment in bank owned life insurance		(6,600	)		-
Proceeds from bank owned life insurance death benefit		874			336
Net increase in loans receivable		(140,439	)		(136,083	)
Net cash used by investing activities		(118,648	)		(120,065	)

Financing Activities
Net increase in deposits and advance payments by borrowers		141,585			88,184
Repayment of Federal Home Loan Bank advances		(35,094	)		(34,059	)
Proceeds from Federal Home Loan Bank advances		35,000			50,000
Decrease in securities sold under repurchase agreements		(2,890	)		(21,857	)
Net cash paid for repurchase of common stock		(15,147	)		-
Proceeds from exercise of stock options		191			111
Proceeds from direct stock sales		83			75
Cash dividends paid on common stock		(11,283	)		(9,574	)
Net cash provided by financing activities		112,445			72,880
Increase in cash and cash equivalents		13,032			(14,167	)
Cash and cash equivalents at beginning of period		98,962			113,693
Cash and cash equivalents at end of period	$	111,994		$	99,526

Supplemental cash flow information:
Interest paid	$	18,459		$	11,335
Income taxes paid	$	7,350		$	6,950
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	$	146		$	1,141
Securities purchased but not yet settled	$	-		$	577

See accompanying notes.

FIRST DEFIANCE FINANCIAL CORP.

Notes to Consolidated Condensed Financial Statements (UNAUDITED)

September 30, 2019 and 2018

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 community banking. It attracts deposits from the general public through its offices and website, and uses those and other available sources of funds to originate residential real estate loans, commercial 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 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 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 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 help minimize the risk allocable to each participating insurer.

The consolidated condensed statement of financial condition at December 31, 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, 2018 (the “2018 Form 10-K”).

The accompanying consolidated condensed financial statements as of September 30, 2019, and for the three and nine month periods ended September 30, 2019 and 2018 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 (“GAAP”). These consolidated condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the 2018 Form 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 and nine month periods ended September 30, 2019, are not necessarily indicative of the results that may be expected for the entire year.

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 GAAP 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.

Accounting Standards Adopted in 2019

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The guidance in the update supersedes the requirements in ASC Topic 840, Leases. The guidance is intended to increase transparency and comparability among organizations by recognizing right-of-use assets and lease liabilities on the balance sheet. For public companies, this update was effective for interim and annual periods beginning after December 15, 2018. The Company adopted this guidance in the first quarter of 2019. Upon adoption, the Company elected a practical expedient which allows existing leases to retain their classification as operating leases. The Company has elected to account for lease and related non-lease components as a single lease component. The Company has also elected to not recognize right-of-use assets and lease liabilities arising from short-term leases, which are twelve months or less. Implementation of the guidance resulted in the recording of a right-of-use asset and lease liability on the balance sheet; however it does not have a material impact on the Company's other consolidated financial statements. See additional disclosures in Note 10.

Accounting Standards Updates

In June 2016, the FASB issued ASU No. 2016-13, “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 are 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. 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 continues its implementation efforts through its established Company-wide implementation committee along with a third-party software vendor to assist in the implementation process. The committee’s 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. The Company is currently running parallel computations in 2019 and continues to evaluate the impact of adoption of this ASU.

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.

FASB ASC Topic 820 requires the use of valuation techniques that are consistent with the market 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 techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on the 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.

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. federal government agencies, mortgage-backed securities, corporate bonds and municipal securities.

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 investor’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 estate 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 but are not limited to: physical condition of comparable properties sold, net operating income generated by the property and investor rates of return.

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).

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

September 30, 2019	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(In Thousands)
Available for sale securities: Obligations of U.S. federal government corporations and agencies	$	-	$	2,531	$	-	$	2,531
Mortgage-backed - residential		-		82,080		-		82,080
REMICs		-		2,087		-		2,087
Collateralized mortgage obligations-residential		-		90,708		-		90,708
Preferred Stock		1		-		-		1
Corporate bonds		-		12,970		-		12,970
Obligations of state and political subdivisions		-		99,677		-		99,677
Mortgage banking derivative - asset		-		1,657		-		1,657
Mortgage banking derivative - liability		-		-		-		-

December 31, 2018		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
		(In Thousands)
Available for sale securities: Obligations of U.S. federal government corporations and agencies	$	-	$	2,503	$	-	$	2,503
Mortgage-backed - residential		-		74,710		-		74,710
REMICs		-		2,709		-		2,709
Collateralized mortgage obligations-residential		-		101,461		-		101,461
Corporate bonds		-		12,806		-		12,806
Obligations of state and political subdivisions		-		99,887				99,887
Mortgage banking derivative - asset		-		367		-		367
Mortgage banking derivative -liability		-		73		-		73

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

September 30, 2019	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(In Thousands)
Impaired loans
Other Commercial real estate	$	-	$	-	$	24	$	24
Total impaired loans		-		-		24		24
Mortgage servicing rights		-		288		-		288

December 31, 2018	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(In Thousands)
Impaired loans
Commercial real estate	$	-	$	-	$	1,456	$	1,456
Commercial		-		-		319		319
Total impaired loans		-		-		1,775		1,775
Mortgage servicing rights		-		629		-		629
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 September 30, 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)

Impaired Loans- Applies to all loan classes

Appraisals which utilize sales comparison, net income and cost approach

Discounts for collection issues and changes in market conditions

15%

For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of December 31, 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
	(Dollars in Thousands)
Impaired Loans- Applies to all loan classes	$	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	$	705	Appraisals which utilize sales comparison, net income and cost approach	Discounts for changes in market conditions		20%		20	%

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 September 30, 2019, and December 31, 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.

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 FHLB stock due to restrictions placed on its transferability.

The Company adopted the amendments to ASU 2016-01 relating to the loan portfolio in the first quarter of 2018 and an exit price income approach is now used to determine the fair value. The loans were valued on an individual basis, with consideration given to the 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. 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 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, checking 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 September 30, 2019.

	Carrying		Fair Value Measurements at September 30, 2019 (In Thousands)
	Value		Total		Level 1		Level 2		Level 3
Financial Assets:
Cash and cash equivalents	$	111,994	$	111,994	$	111,994	$	-	$	-
Investment securities		290,535		290,535		1		290,534		-
Federal Home Loan Bank Stock		11,915		N/A		N/A		N/A		N/A
Loans, net, including loans held for sale		2,657,959		2,675,786		-		23,417		2,652,369
Accrued interest receivable		11,386		11,386		12		1,576		9,798

Financial Liabilities:
Deposits	$	2,760,615	$	2,758,523	$	604,129	$	2,154,394	$	-
Advances from Federal Home Loan Bank		85,095		85,339		-		85,339		-
Securities sold under repurchase agreements		2,851		2,851		-		2,851		-
Subordinated debentures		36,083		33,102		-		-		33,102

	Carrying		Fair Value Measurements at December 31, 2018 (In Thousands)
	Value		Total		Level 1		Level 2		Level 3
Financial Assets:
Cash and cash equivalents	$	98,962	$	98,962	$	98,962	$	-	$	-
Investment securities		294,602		294,602		-		294,602		-
FHLB Stock		14,217		N/A		N/A		N/A		N/A
Loans, net, including loans held for sale		2,518,321		2,501,096		-		6,865		2,494,231
Accrued interest receivable		9,641		9,641		18		1,168		8,455

Financial Liabilities:
Deposits	$	2,620,882	$	2,613,965	$	607,198	$	2,006,767	$	-
Advances from FHLB		85,189		84,281		-		84,281		-
Securities sold under repurchase agreements		5,741		5,741		-		5,741		-
Subordinated debentures		36,083		28,854		-		-		28,854

4. Stock Compensation Plans

First Defiance has established equity based compensation plans for its directors and employees. On February 27, 2018, the Board adopted, and the shareholders approved at the 2018 Annual Shareholders Meeting, the First Defiance Financial Corp. 2018 Equity Incentive Plan (the “2018 Equity Plan”). The 2018 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 2018 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 2018 Equity Plan. The 2018 Equity Plan allows for issuance of up to 900,000 common shares through the award of options, stock grants, restricted stock units (“RSU”), stock appreciation rights or other stock-based awards.

As of September 30, 2019, 20,200 options to 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.

The Company approved a Short-Term Incentive Plan (“STIP”) and a Long-Term Equity Incentive Plan (“LTIP”) for selected members of management.

Under the 2018 and 2019 STIPs, the participants could earn between 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 the payment.

Under each LTIP, the participants could earn between 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 41,676 and 69,014 RSUs to the participants in the 2018 and 2019 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 the payment. A total of 48,363 RSUs were issued to the participants of the 2016 LTIP in the first quarter of 2019 for the three year performance period ended December 31, 2018.

In the nine months ended September 30, 2019, the Company also granted to employees 13,916 RSUs and 24,651 shares of restricted stock. Of the 24,651 restricted shares granted, 5,258 were issued to directors and have a one-year vesting period. The remaining 19,393 were issued to employees and have a three-year vesting period. The fair value of all granted restricted shares was determined by the stock price on 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 or nine months ended September 30, 2019, or September 30, 2018.

Following is stock option activity under the plans during the nine months ended September 30, 2019:

	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		(19,200	)		10.15
Granted		-			-
Options outstanding, September 30, 2019		20,200		$	17.66		5.02	$	228
Vested or expected to vest at September 30, 2019		20,200		$	17.66		5.02	$	228
Exercisable at September 30, 2019		14,500		$	17.48		4.70	$	166

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Proceeds of options exercised	$	-	$	-	$	191	$	111
Related tax benefit recognized		-		-		4		28
Intrinsic value of options exercised		-		-		390		1,034

As of September 30, 2019, there was $20,000 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 1.1 years.

At September 30, 2019, 160,196 RSUs and 48,919 restricted stock grants were unvested. Compensation expense related to RSUs and STIP is recognized over the performance period based on the achievements of targets as established under the plan documents. A total expense of $559,000 and $1.5 million was recorded during the three and nine months ended September 30, 2019 compared to an expense of $470,000 and $1.4 million for the three and nine months ended September 30, 2018. There was approximately $801,000 and $961,000 included within other liabilities at September 30, 2019 and December 31, 2018, respectively, related to the STIP.

				Restricted Stock Units					Stock Grants
				Weighted- Average					Weighted- Average
				Grant Date					Grant Date
Unvested Shares	Shares			Fair Value		Shares			Fair Value
Unvested at January 1, 2019		144,586		$	23.94		30,372		$	28.48
Granted		82,930			25.61		78,922			22.25
Vested		(54,771	)		20.13		(60,375	)		21.17
Forfeited		(12,549	)		25.64		-			-
Unvested at September 30, 2019		160,196		$	25.72		48,919		$	27.18

The maximum amount of compensation expense that may be recorded for the 2019 STIP and the active LTIPs at September 30, 2019, is approximately $4.8 million. However, the estimated expense expected to be recorded as of September 30, 2019, based on the performance measures in the plans, is $4.0 million of which $1.5 million is unrecognized at September 30, 2019, and will be recognized over the remaining performance periods.

5. Dividends on Common Stock

First Defiance declared and paid a $0.19 per common stock dividend in the first, second and third quarters of 2019 and declared and paid a $0.15 per common stock dividend in the first and second quarters of 2018 and a $0.17 per common stock dividend in the third quarter of 2018.

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 September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
	(In Thousands, except per share data)
Basic Earnings Per Share:
Net income available to common shareholders	$	13,171	$	11,306	$	36,852	$	34,152
Less: Income allocated to participating securities		1		1		3		3
Net income allocated to common shareholders		13,170		11,305		36,849		34,149

Weighted average common shares outstanding including participating securities⁽¹⁾		19,801		20,409		19,873		20,382
Less: Participating securities		11		9		11		9
Average common shares⁽¹⁾		19,790		20,400		19,862		20,373

Basic earnings per common share	$	0.67	$	0.55	$	1.86	$	1.68

Diluted Earnings Per Share:
Net income allocated to common shareholders	$	13,170	$	11,305	$	36,849	$	34,149
Weighted average common shares outstanding for basic earnings per common share⁽¹⁾		19,790		20,400		19,862		20,373
Add: Dilutive effects of stock options		85		67		81		92
Average shares and dilutive potential common shares⁽¹⁾		19,875		20,467		19,943		20,465

Diluted earnings per common share	$	0.66	$	0.55	$	1.85	$	1.67

(1)

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

There were no shares excluded from the diluted earnings per share calculation for the three and nine months ended September 30, 2019 and September 30, 2018, as no shares were anti-dilutive during these time periods.

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
	(In Thousands)
At September 30, 2019
Available-for-Sale Securities:
Obligations of U.S. government corporations and agencies	$	2,519	$	12	$	-		$	2,531
Mortgage-backed securities – residential		80,965		1,233		(118	)		82,080
REMICs		2,072		15		-			2,087
Collateralized mortgage obligations		89,802		997		(91	)		90,708
Preferred stock		-		1		-			1
Corporate bonds		12,902		86		(18	)		12,970
Obligations of state and political subdivisions		95,326		4,351		-			99,677
Total Available-for-Sale	$	283,586	$	6,695	$	(227	)	$	290,054

	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value
	(In Thousands)
Held-to-Maturity Securities*:
FHLMC certificates	$	6	$	-	$	-	$	6
FNMA certificates		23		-		-		23
GNMA certificates		8		-		-		8
Obligations of state and political subdivisions		444		-		-		444
Total Held-to Maturity	$	481	$	-	$	-	$	481

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(In Thousands)
At December 31, 2018
Available-for-sale
Obligations of U.S. government corporations and agencies	$	2,519	$	2	$	(18	)	$	2,503
Mortgage-backed securities - residential		76,165		111		(1,566	)		74,710
REMICs		2,712		4		(7	)		2,709
Collateralized mortgage obligations - residential		103,026		124		(1,689	)		101,461
Corporate bonds		12,910		44		(148	)		12,806
Obligations of state and political subdivisions		99,349		1,258		(720	)		99,887
Total Available-for-Sale	$	296,681	$	1,543	$	(4,148	)	$	294,076

			Gross		Gross
	Amortized		Unrecognized		Unrecognized		Fair
	Cost		Gains		Losses		Value
	(In Thousands)
Held-to-Maturity
FHLMC certificates	$	8	$	-	$	-	$	8
FNMA certificates		31		-		-		31
GNMA certificates		12		-		-		12
Obligations of states and political subdivisions		475		-		-		475
Total Held-to-Maturity	$	526	$	-	$	-	$	526

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

The amortized cost and fair value of the investment securities portfolio at September 30, 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
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
	(In Thousands)
Due in one year or less	$	5,091	$	5,097	$	-	$	-
Due after one year through five years		17,766		17,953		-		-
Due after five years through ten years		32,514		33,359		444		444
Due after ten years		55,376		58,770		-		-
MBS/CMO/REMIC		172,839		174,875		37		37
	$	283,586	$	290,054	$	481	$	481

Investment securities with a carrying amount of $160.9 million at September 30, 2019, were pledged as collateral on public deposits, securities sold under repurchase agreements and the Federal Reserve discount window.

As of September 30, 2019, the Company’s investment portfolio consisted of 432 securities, 37 of which were in an unrealized loss position.

The following tables summarize First Defiance’s securities that were in an unrealized loss position at September 30, 2019, and December 31, 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		Losses
	(In Thousands)
At September 30, 2019
Available-for-sale securities:
Mortgage-backed securities-residential		3,407		(20	)		10,162		(98	)		13,569		(118	)
Collateralized mortgage obligations		15 414		(42	)		5,850		(49	)		21,264		(91	)
Corporate bonds		1,998		(2	)		873		(16	)		2,871		(18	)
Total temporarily impaired securities	$	20,819	$	(64	)	$	16,885	$	(163	)	$	37,704	$	(227	)

	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		Losses
	(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	)
Total temporarily impaired securities	$	40,928	$	(341	)	$	137,099	$	(3,807	)	$	178,027	$	(4,148	)

There were net realized gains of $11,000 ($9,000 after tax) from the sales and calls of investment securities for the three and nine months ended September 30, 2019, while there were net realized gains of $76,000 ($60,000 after tax) for the three and nine months ended September 30, 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, Investments-Debt and Equity Securities. Certain collateralized debt obligations (“CDOs”) are evaluated for OTTI under FASB ASC Topic 325, Investment – Other.

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.

For the three and nine month period of 2019 and 2018, management determined there was no OTTI.

8. Loans

Loans receivable consist of the following:

	September 30, 2019			December 31, 2018
	(In Thousands)
Real Estate:

Secured by 1-4 family residential	$	330,369		$	322,686
Secured by multi-family residential		275,944			278,358
Secured by commercial real estate		1,154,975			1,126,452
Construction		308,061			265,772
		2,069,349			1,993,268
Other Loans:
Commercial		537,806			509,577
Home equity and improvement		123,871			128,152
Consumer finance		36,644			34,405
		698,321			672,134
Total loans		2,767,670			2,665,402
Deduct:
Undisbursed loan funds		(100,260	)		(123,293	)
Net deferred loan origination fees and costs		(2,110	)		(2,070	)
Allowance for loan loss		(30,250	)		(28,331	)
Totals	$	2,635,050		$	2,511,708

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

The following table discloses allowance for loan loss activity for the quarters ended September 30, 2019 and 2018 by portfolio segment (In Thousands):

Quarter Ended September 30, 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	$	2,793		$	3,102	$	12,149	$	887	$	7,888		$	1,763		$	352		$	28,934
Charge-Offs		(74	)		0		0		0		(25	)		(12	)		(80	)		(191	)
Recoveries		6			6		55		0		30			77			6			180
Provisions		213			51		832		216		(5	)		(76	)		96			1,327
Ending Allowance	$	2,938		$	3,159	$	13,036	$	1,103	$	7,888		$	1,752		$	374		$	30,250

Quarter Ended September 30, 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	$	2,682		$	2,913	$	11,253		$	737		$	7,455		$	2,032		$	249		$	27,321
Charge-Offs		(136	)		0		(1,048	)		0			(528	)		(36	)		(25	)		(1,773	)
Recoveries		27			38		182			0			413			47			8			715
Provisions		251			61		1,281			(122	)		(179	)		28			56			1,376
Ending Allowance	$	2,824		$	3,012	$	11,668		$	615		$	7,161		$	2,071		$	288		$	27,639

The following table discloses allowance for loan loss activity for the year-to-date periods ended September 30, 2019 and 2018 by portfolio segment (In Thousands):

Year-to-date Period Ended September 30, 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	$	2,881		$	3,101	$	12,041		$	682	$	7,281		$	2,026		$	319		$	28,331
Charge-Offs		(257	)		0		(15	)		0		(225	)		(109	)		(255	)		(861	)
Recoveries		176			42		408			0		136			161			36			959
Provisions		138			16		602			421		696			(326	)		274			1,821
Ending Allowance	$	2,938		$	3,159	$	13,036		$	1,103	$	7,888		$	1,752		$	374		$	30,250

Year-to-date Period Ended September 30, 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	$	2,532		$	2,702	$	10,354		$	647		$	7,965		$	2,255		$	228		$	26,683
Charge-Offs		(230	)		0		(1,357	)		0			(709	)		(194	)		(128	)		(2,618	)
Recoveries		85			40		392			0			2,200			132			21			2,870
Provisions		437			270		2,279			(32	)		(2,295	)		(122	)		167			704
Ending Allowance	$	2,824		$	3,012	$	11,668		$	615		$	7,161		$	2,071		$	288		$	27,639

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 September 30, 2019 (In Thousands):

	1-4 Family		Multi Family
	Residential		Residential		Commercial						Home Equity		Consumer
	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	$	185	$	2	$	61	$	-	$	65	$	62	$	-	$	375
Collectively evaluated for impairment		2,753		3,157		12,975		1,103		7,823		1,690		374		29,875
Acquired with deteriorated credit quality		-		-		-		-		-		-		-		-
Total ending allowance balance	$	2,938	$	3,159	$	13,036	$	1,103	$	7,888	$	1,752	$	374	$	30,250

Loans:
Loans individually evaluated for impairment	$	7,337	$	173	$	21,544	$	-	$	7,543	$	857	$	16	$	37,470
Loans collectively evaluated for impairment		322,455		275,934		1,136,877		207,633		532,154		123,871		36,775		2,635,699
Loans acquired with deteriorated credit quality		998		292		627		-		14		-		-		1,931
Total ending loans balance	$	330,790	$	276,399	$	1,159,048	$	207,633	$	539,711	$	124,728	$	36,791	$	2,675,100

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, 2018 (In Thousands):

	1-4 Family		Multi Family
	Residential		Residential		Commercial						Home Equity		Consumer
	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	$	175	$	3	$	95	$	-	$	79	$	242	$	1	$	595
Collectively evaluated for impairment		2,706		3,098		11,946		682		7,202		1,784		318		27,736
Acquired with deteriorated credit quality		-		-		-		-		-		-		-		-
Total ending allowance balance	$	2,881	$	3,101	$	12,041	$	682	$	7,281	$	2,026	$	319	$	28,331

Loans:
Loans individually evaluated for impairment	$	6,774	$	1,347	$	26,334	$	-	$	10,477	$	963	$	45	$	45,940
Loans collectively evaluated for impairment		315,385		277,105		1,102,355		142,096		500,730		128,065		34,486		2,500,222
Loans acquired with deteriorated credit quality		1,012		296		846		-		177		-		-		2,331
Total ending loans balance	$	323,171	$	278,748	$	1,129,535	$	142,096	$	511,384	$	129,028	$	34,531	$	2,548,493

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 September 30, 2019						Nine Months Ended September 30, 2019
	Average Balance		Interest Income Recognized		Cash Basis Income Recognized		Average Balance		Interest Income Recognized		Cash Basis Income Recognized
Residential Owner Occupied	$	5,251	$	50	$	50	$	5,005	$	138	$	131
Residential Non Owner Occupied		2,113		28		27		2,078		106		106
Total Residential Real Estate		7,364		78		77		7,083		244		237
Construction		-		-		-		-		-		-
Multi-Family		175		5		5		604		32		32
CRE Owner Occupied		6,367		45		45		7,082		268		222
CRE Non Owner Occupied		1,898		19		19		1,943		70		63
Agriculture Land		12,981		168		114		13,206		544		405
Other CRE		479		13		11		810		66		61
Total Commercial Real Estate		21,725		245		189		23,041		948		751
Commercial Working Capital		6,224		55		55		7,302		281		217
Commercial Other		1,372		15		14		1,597		63		59
Total Commercial		7,596		70		69		8,899		344		276
Home Equity and Improvement		868		6		6		893		26		24
Consumer Finance		17		-		-		26		1		1
Total Impaired Loans	$	37,745	$	404	$	346	$	40,545	$	1,595	$	1,321

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 September 30, 2018						Nine Months Ended September 30, 2018
	Average Balance		Interest Income Recognized		Cash Basis Income Recognized		Average Balance		Interest Income Recognized		Cash Basis Income Recognized
Residential Owner Occupied	$	4,848	$	41	$	41	$	4,695	$	113	$	110
Residential Non Owner Occupied		2,371		31		31		2,424		105		102
Total Residential Real Estate		7,219		72		72		7,119		218		212
Construction		-		-		-		-		-		-
Multi-Family		1,582		22		22		1,744		71		70
CRE Owner Occupied		10,058		57		49		10,545		179		156
CRE Non Owner Occupied		2,321		19		18		2,815		76		75
Agriculture Land		14,115		150		96		13,370		400		248
Other CRE		1,223		25		25		1,346		75		67
Total Commercial Real Estate		27,717		251		188		28,076		730		546
Commercial Working Capital		10,181		91		84		8,059		196		180
Commercial Other		3,282		34		31		3,809		88		83
Total Commercial		13,463		125		115		11,868		284		263
Home Equity and Improvement		1,091		9		9		1,195		29		29
Consumer Finance		33		1		1		35		3		3
Total Impaired Loans	$	51,105	$	480	$	407	$	50,037	$	1,334	$	1,123

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

	September 30, 2019						December 31, 2018
	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	$	385	$	386	$	-	$	901	$	775	$	-
Residential Non Owner Occupied		997		1,001		-		950		955		-
Total 1-4 Family Residential Real Estate		1,382		1,387		-		1,851		1,730		-
Multi-Family Residential Real Estate		131		134		-		1,296		1,302		-
CRE Owner Occupied		5,847		4,684		-		7,464		6,202		-
CRE Non Owner Occupied		1,713		1,547		-		1,824		1,659		-
Agriculture Land		12,473		12,632		-		14,915		14,994		-
Other CRE		175		183		-		464		462		-
Total Commercial Real Estate		20,208		19,046		-		24,667		23,317		-
Construction		-		-		-		-		-		-
Commercial Working Capital		5,627		5,641		-		7,569		7,498		-
Commercial Other		1,090		1,095		-		2,095		2,100		-
Total Commercial		6,717		6,736		-		9,664		9,598		-
Home Equity and Home Improvement		-		-		-		-		-		-
Consumer Finance		-		-		-		-		-		-
Total loans with no allowance recorded	$	28,438	$	27,303	$	-	$	37,478	$	35,947	$	-

With an allowance recorded:
Residential Owner Occupied	$	5,070	$	4,910	$	165	$	3,926	$	3,884	$	148
Residential Non Owner Occupied		1,036		1,040		20		1,152		1,160		27
Total 1-4 Family Residential Real Estate		6,106		5,950		185		5,078		5,044		175
Multi-Family Residential Real Estate		39		39		2		44		44		3
CRE Owner Occupied		2,011		1,592		28		2,419		1,935		38
CRE Non Owner Occupied		327		330		14		350		353		16
Agriculture Land		277		290		4		37		38		2
Other CRE		504		286		15		1,107		691		39
Total Commercial Real Estate		3,119		2,498		61		3,913		3,017		95
Construction		-		-		-		-		-		-
Commercial Working Capital		565		568		42		525		528		55
Commercial Other		243		239		23		560		352		24
Total Commercial		808		807		65		1,085		880		79
Home Equity and Home Improvement		904		857		62		1,013		963		242
Consumer Finance		16		16		-		45		45		1
Total loans with an allowance recorded	$	10,992	$	10,167	$	375	$	11,178	$	9,993	$	595

* Presented gross of charge-offs

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:

	September 30, 2019		December 31, 2018
	(In Thousands)
Non-accrual loans	$	14,677	$	19,016
Loans over 90 days past due and still accruing		-		-
Total non-performing loans		14,677		19,016
Real estate and other assets held for sale		-		1,205
Total non-performing assets	$	14,677	$	20,221
Troubled debt restructuring, still accruing	$	10,334	$	11,573

The following table presents the aging of the recorded investment in past due and non- accrual loans as of September 30, 2019, by class of loans (In Thousands):

	Current		30-59 days		60-89 days		90+ days		Total Past Due		Total Non- Accrual
Residential Owner Occupied	$	201,689	$	1,645	$	447	$	1,281	$	3,373	$	2,769
Residential Non Owner Occupied		125,670		26		13		19		58		221

Total 1-4 Family Residential Real Estate		327,359		1,671		460		1,300		3,431		2,990

Multi-Family Residential Real Estate		276,399		-		-		-		-		-

CRE Owner Occupied		412,720		8,099		2		1,354		9,455		3,183
CRE Non Owner Occupied		560,436		-		-		561		561		610
Agriculture Land		121,945		-		-		1,641		1,641		4,370
Other Commercial Real Estate		52,285		5		-		-		5		24

Total Commercial Real Estate		1,147,386		8,104		2		3,556		11,662		8,187

Construction		207,633		-		-		-		-		-

Commercial Working Capital		238,132		273		-		2,502		2,775		2,502
Commercial Other		298,310		253		-		241		494		466

Total Commercial		536,442		526		-		2,743		3,269		2,968

Home Equity/Home Improvement		123,343		1,244		79		62		1,385		487
Consumer Finance		36,558		208		25		-		233		-

Total Loans	$	2,655,120	$	11,753	$	566	$	7,661	$	19,980	$	14,632

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

	Current		30-59 days		60-89 days		90+ days		Total Past Due		Total Non Accrual
Residential Owner Occupied	$	199,664	$	887	$	821	$	1,402	$	3,110	$	3,266
Residential Non Owner Occupied		119,988		64		180		165		409		363

Total 1-4 Family Residential Real Estate		319,652		951		1,001		1,567		3,519		3,629

Multi-Family Residential Real Estate		278,748		-		-		-		-		102

CRE Owner Occupied		416,879		52		300		138		490		4,377
CRE Non Owner Occupied		534,823		6		119		-		125		620
Agriculture Land		129,040		66		-		2,869		2,935		5,253
Other Commercial Real Estate		45,232		11		-		-		11		-

Total Commercial Real Estate		1,125,974		135		419		3,007		3,561		10,250

Construction		142,096		-		-		-		-		-

Commercial Working Capital		217,832		268		-		3,838		4,106		4,021
Commercial Other		289,125		32		54		235		321		480

Total Commercial		506,957		300		54		4,073		4,427		4,501

Home Equity and Home Improvement		127,346		1,446		146		90		1,682		394
Consumer Finance		34,224		134		77		96		307		126

Total Loans	$	2,534,997	$	2,966	$	1,697	$	8,833	$	13,496	$	19,002

Troubled Debt Restructurings

As of September 30, 2019, and December 31, 2018, the Company had a recorded investment in troubled debt restructurings (“TDRs”) of $17.1 million and $19.2 million, respectively. The Company allocated $375,000 and $581,000 of specific reserves to those loans at September 30, 2019, and December 31, 2018, respectively, and had committed to lend additional amounts totaling up to $520,000 and $169,000 at September 30, 2019, and December 31, 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 September 30, 2019, $6.7 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.

The following tables present loans by class modified as TDRs that occurred during the three and nine month periods ending September 30, 2019, and September 30, 2018:

	Loans Modified as a TDR for the Three Months Ended September 30, 2019 ($ in thousands)				Loans Modified as a TDR for the Nine Months Ended September 30, 2019 ($ in thousands)
Troubled Debt Restructurings	Number of Loans		Recorded Investment (as of period end)		Number of Loans		Recorded Investment (as of period end)
1-4 Family Owner Occupied		3	$	218		10	$	1,118
1-4 Family Non Owner Occupied		0		-		0		-
Multi Family		0		-		0		-
CRE Owner Occupied		0		-		0		-
CRE Non Owner Occupied		0		-		0		-
Agriculture Land		0		-		0		-
Other CRE		0		-		0		-
Commercial Working Capital		1		101		2		101
Commercial Other		1		140		2		152
Home Equity and Improvement		0		-		2		26
Consumer Finance		0		-		-		-
Total		5	$	459		16	$	1,397

The loans described above increased the allowance for loan and lease losses (“ALLL”) by $11,000 in the three month period ending September 30, 2019, and increased the ALLL by $32,000 in the nine month period ending September 30, 2019.

	Loans Modified as a TDR for the Three Months Ended September 30, 2018 ($ in thousands)				Loans Modified as a TDR for the Nine Months Ended September 30, 2018 ($ in thousands)
Troubled Debt Restructurings	Number of Loans		Recorded Investment (as of period end)		Number of Loans		Recorded Investment (as of period end)
1-4 Family Owner Occupied		2	$	149		14	$	770
1-4 Family Non Owner Occupied		1		29		3		170
Multi Family		0		-		0		-
CRE Owner Occupied		4		335		11		1,849
CRE Non Owner Occupied		0		-		1		44
Agriculture Land		0		-		0		-
Other CRE		0		-		0		-
Commercial Working Capital		0		-		5		2,823
Commercial Other		1		66		1		66
Home Equity and Improvement		5		123		7		123
Consumer Finance		4		10		4		10
Total		17	$	712		46	$	5,855

The loans described above decreased the ALLL by $39,000 in the three month period ending September 30, 2018 and decreased the ALLL by $60,000 in the nine month period ending September 30, 2018.

Of the 2019 modifications, one was made a TDR due to extending the maturity date, five were made TDRs due to bankruptcy and ten were made TDRs because the current debt was refinanced due to maturity or for payment relief.

The following tables present loans by class modified as TDRs for which there was a payment default within twelve months following the modification during the three and nine month periods ended September 30, 2019, and September 30, 2018:

	Three Months Ended September 30, 2019 ($ in thousands)				Nine Months Ended September 30, 2019 ($ 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	$	-		1	$	76
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		-		3		2,248
Commercial Other		0		-		0		-
Home Equity and Improvement		0		-		1		61
Consumer Finance		0		-		0		-
Total		0	$	0		1	$	2,385

The TDRs that subsequently defaulted described above had no effect on the ALLL for the three month period ended September 30, 2019 and increased the ALLL by $4,000 for the nine month period ended September 30, 2019.

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.

	Three Months Ended September 30, 2018 ($ in thousands)				Nine Months Ended September 30, 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		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		3		2,644		3		2,644
Commercial Other		1		30		2		226
Home Equity and Improvement		1		61		1		61
Consumer Finance		0		-		0		-
Total		5	$	2,735		6	$	2,931

The TDRs that subsequently defaulted described above had no effect on the ALLL for the three and nine month period ended September 30, 2018.

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’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.

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 September 30, 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	$	9,189	$	-	$	3,076	$	-	$	192,797	$	205,062
1-4 Family Non Owner Occupied		116,969		430		2,696		-		5,633		125,728

Total 1-4 Family Real Estate		126,158		430		5,772		-		198,430		330,790

Multi-Family Residential Real Estate		275,565		-		729		-		105		276,399

CRE Owner Occupied		400,499		15,733		5,871		-		72		422,175
CRE Non Owner Occupied		554,742		3,814		2,441		-		-		560,997
Agriculture Land		106,318		3,529		13,739		-		-		123,586
Other CRE		49,745		849		549		-		1,147		52,290

Total Commercial Real Estate		1,111,304		23,925		22,600		-		1,219		1,159,048

Construction		182,359		1,6662		-		-		23,612		207,633

Commercial Working Capital		227,053		7,875		5,979		-		-		240,907
Commercial Other		289,121		7,688		1,995		-		-		298,804

Total Commercial		516,174		15,563		7,974		-		-		539,711

Home Equity and Home Improvement		-		-		367		-		124,361		124,728
Consumer Finance		-		-		57		-		36,734		36,791

Total Loans	$	2,211,560	$	41,580	$	37,499	$	-	$	384,461	$	2,675,100

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

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):

	September 30, 2019		December 31, 2018
1-4 Family Residential Real Estate	$	1,019	$	1,045
Multi-Family Residential Real Estate		293		300
Commercial Real Estate Loans		727		899
Commercial		65		227
Consumer		-		-
Total Outstanding Balance	$	2,104	$	2,471
Recorded Investment, net of allowance of $0	$	1,917	$	2,331

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

	2019			2018
Balance at January 1	$	468		$	804
New Loans Purchased		-			-
Accretion of Income		(26	)		(115	)
Reclassification from Non-accretable		-			-
Charge-off of Accretable Yield		-			(197	)
Balance at September 30	$	442		$	492

For those purchased loans disclosed above, the Company did not increase the allowance for loan losses during the nine months ended September 30, 2019 or 2018. No allowances for loan losses were reversed during the same period.

Foreclosure Proceedings

Consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure totaled $941,000 as of September 30, 2019 and $796,000 as of December 31, 2018.

9. Mortgage Banking

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	(In Thousands)
Gain from sale of mortgage loans	$	2,596		$	1,280		$	5,672		$	3,744
Mortgage loans servicing revenue (expense):
Mortgage loans servicing revenue		960			929			2,842			2,806
Amortization of mortgage servicing rights		(579	)		(340	)		(1,256	)		(1,009	)
Mortgage servicing rights valuation adjustments		(155	)		8			(458	)		91
		226			597			1,128			1,888

Net revenue from sale and servicing of mortgage loans	$	2,822		$	1,877		$	6,800		$	5,632

The unpaid principal balance of residential mortgage loans serviced for third parties was $1.44 billion at September 30, 2019 and $1.41 billion at December 31, 2018.

Activity for capitalized mortgage servicing rights and the related valuation allowance follows for the three and nine months ended September 30, 2019 and 2018:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
		(In Thousands)
Mortgage servicing assets:
Balance at beginning of period	$	10,458		$	10,297		$	10,419		$	10,240
Loans sold, servicing retained		738			438			1,454			1,164
Amortization		(579	)		(340	)		(1,256	)		(1,009	)
Carrying value before valuation allowance at end of period		10,617			10,395			10,617			10,395

Valuation allowance:
Balance at beginning of period		(603	)		(349	)		(300	)		(432	)
Impairment recovery (charges)		(155	)		8			(458	)		91
Balance at end of period		(758	)		(341	)		(758	)		(341	)
Net carrying value of MSRs at end of period	$	9,859		$	10,054		$	9,859		$	10,054
Fair value of MSRs at end of period	$	9,859		$	10,558		$	9,859		$	10,558

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.

The Company has established an accrual for secondary market buy-back activity. A liability of $43,000 was accrued at both September 30, 2019, and December 31, 2018, respectively. There was no expense or credit recognized related to the accrual in the three or nine months ended September 30, 2019 or 2018.

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 were not provided for dates and periods before January 1, 2019.

As of September 30, 2019, the Company has entered into lease agreements covering seven First Insurance offices, five banking center locations, one future banking center location, one loan production office, one future loan production office, two land leases for which the Company owns the banking centers, one land lease which is primarily used for parking 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 17.58 years as of September 30, 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 3.50% as of September 30, 2019.

The total operating lease costs were $233,000 and $708,000 for the three and nine months ended September 30, 2019, respectively, and $251,000 and $744,000 for the three and nine months ended September 30, 2018, respectively.

The short-term lease costs and cash payments on operating leases were $0 and $225,000 for the three months ended September 30, 2019 respectively. The right-of-use asset, included in other assets, and lease liabilities, included in other liabilities, were $8.3 million and $8.9 million as of September 30, 2019 respectively.

Total estimated rental commitments for the operating leases were as follows as of September 30, 2019:

Remainder of 2019	$	229
2020		1,123
2021		1,106
2022		1,033
2023		1,012
Thereafter		14,498
Total	$	19,001

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 September 30, 2019, is shown below.

Undiscounted cash flows	$	19,001
Undiscounted cash flows associated with new lease effective approx. 11/2019		(157	)
Undiscounted cash flows associated with new lease effective 1/1/2020		(2,459	)
Undiscounted cash flows associated with new lease effective approx. 02/2020		(1,369	)
Undiscounted cash flows associated with new lease effective approx. 04/2020		(2,239	)
Discount effect of cash flows		(3,875	)
Total	$	8,902

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 $4.6 million.

On August 15, 2019, the Company entered into a new lease agreement with an effective date based upon when the retail office becomes operational. This lease is expected to become effective in February 2020. This lease will result in an additional right-of-use asset and lease liability of approximately $1.1 million.

On August 15, 2019, the Company entered into a new lease agreement with an effective date based upon when the loan production office becomes operational. This lease is expected to become effective in April 2020. This lease will result in an additional right-of-use asset and lease liability of approximately $1.8 million.

On August 20, 2019, the Company entered into a new lease agreement with an effective date based upon when the ATM becomes operational. This lease is expected to become effective in November 2019. This lease will result in an additional right-of-use asset and lease liability of approximately $0.1 million.

11. Deposits

A summary of deposit balances is as follows:

	September 30, 2019		December 31, 2018
	(In Thousands)
Non-interest-bearing checking accounts	$	604,129	$	607,198
Interest-bearing checking and money market accounts		1,124,208		1,040,471
Savings deposits		294,594		292,829
Retail certificates of deposit less than $250,000		634,737		591,822
Retail certificates of deposit greater than $250,000		102,947		88,562
	$	2,760,615	$	2,620,882

12. Borrowings

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

	September 30, 2019			December 31, 2018
	(In Thousands)
FHLB Advances:
Single maturity fixed rate advances	$	84,000		$	59,000
Amortizable mortgage advances		1,117			1,213
Overnight advances		-			25,000
Fair value adjustment on acquired balances		(22	)		(24	)
Total	$	85,095		$	85,189
Junior subordinated debentures owed to unconsolidated subsidiary trusts	$	36,083		$	36,083

In March 2007, the Company sponsored an affiliated trust, First Defiance Statutory Trust II (“Trust Affiliate II”) that issued $15 million of Guaranteed Capital Trust Securities (“Trust Preferred 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 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 coupon rate payable on the Trust Preferred Securities issued by Trust Affiliate II was 3.62% as of September 30, 2019, and 4.29% as of December 31, 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.

The Company also sponsored an affiliated trust, First Defiance Statutory Trust I (“Trust Affiliate 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 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 coupon rate payable on the Trust Preferred Securities issued by Trust Affiliate I was 3.50% and 4.17% on September 30, 2019 and December 31, 2018, respectively.

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 September 30, 2019 and December 31, 2018, is presented in the following tables.

Overnight and
Continuous

Up to 30 Days

30-90 Days

Greater
than 90
Days

Total

(In Thousands)

At September 30, 2019

Repurchase agreements:

Mortgage-backed securities – residential

2,851

Total borrowings

2,851

Gross amount of recognized liabilities for repurchase agreements

2,851

	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

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’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):

	September 30, 2019				December 31, 2018
	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
Commitments to make loans	$	100,465	$	110,131	$	44,352	$	114,308
Unused lines of credit		17,876		442,757		7,523		382,189
Standby letters of credit		-		15,418		-		7,239
Total	$	118,341	$	568,306	$	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 $39.1 million and $8.6 million of loans to Freddie Mac, Fannie Mae, FHLB or BB&T Mortgage at September 30, 2019, and December 31, 2018, respectively.

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 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.

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 $39.1 million and $8.6 million of interest rate lock commitments at September 30, 2019, and December 31, 2018, respectively. There were $61.1 million and $11.5 million of forward commitments for the future delivery of residential mortgage loans at September 30, 2019, and December 31, 2018, respectively.

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:

September 30, 2019

December 31, 2018

Assets

(Liabilities)

Assets

(Liabilities)

Derivative

Carrying

Net Carrying

Carrying

Net Carrying

Value

(In Thousands)

Derivatives not designated as hedging instruments

Mortgage Banking Derivatives

1,657

367

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 September 30,					Nine Months Ended September 30,
	2019		2018			2019		2018
	(In Thousands)
Derivatives not designated as hedging instruments
Mortgage Banking Derivatives – Gain (Loss)	$	471	$	(111	)	$	1,363	$	67

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

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
	(In Thousands)
Three months ended September 30, 2019:
Securities available for sale and transferred securities:
Change in net unrealized gain/loss during the period	$	1,192		$	(249	)	$	943
Reclassification adjustment for net gains included in net income		(11	)		2			(9	)
Defined benefit postretirement medical plan:
Reclassification adjustment for deferred tax on defined benefit postretirement medical plan		-			-			-
Total other comprehensive loss	$	1,181		$	(247	)	$	934

Nine months ended September 30, 2019:
Securities available for sale:
Change in net unrealized gain/loss during the period	$	9,084		$	(1,908	)	$	7,176
Reclassification adjustment for net gains included in net income		(11	)		2			(9	)
Defined benefit postretirement medical plan:
Reclassification adjustment for deferred tax on defined benefit
Postretirement medical plan		-			82			82
Total other comprehensive loss	$	9,073		$	(1,824	)	$	7,249

	Before Tax Amount			Tax Expense (Benefit)		Net of Tax Amount
	(In Thousands)
Three months ended September 30, 2018:
Securities available for sale:
Change in net unrealized gain/loss during the period	$	(2,058	)	$	432	$	(1,626	)
Reclassification adjustment for net gains included in net income		(76	)		16		(60	)
Total other comprehensive loss	$	(2,134	)	$	448	$	(1,686	)

Nine months ended September 30, 2018:
Securities available for sale:
Change in net unrealized gain/loss during the period	$	(6,487	)	$	1,362	$	(5,125	)
Reclassification adjustment for net gains included in net income		(76	)		16		(60	)
Total other comprehensive loss	$	(6,563	)	$	1,378	$	(5,185	)

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

							Accumulated
	Securities			Post-			Other
	Available			retirement			Comprehensive
	For Sale			Benefit			Income (Loss)
	(In Thousands)
Balance January 1, 2019	$	(2,057	)	$	(91	)	$	(2,148	)
Other comprehensive income before reclassifications		7,176			-			7,176
Amounts reclassified from accumulated other comprehensive income		(9	)		82			73

Net other comprehensive income during period		7,167			82			7,249

Balance September 30, 2019	$	5,110		$	(9	)	$	5,101

Balance January 1, 2018	$	601		$	(384	)	$	217
Other comprehensive income (loss) before reclassifications		(5,125	)		-			(5,125	)
Amounts reclassified from accumulated other comprehensive income		(60	)		-			(60	)

Net other comprehensive income during period		(5,185	)		-			(5,185	)

Reclassification adjustment upon adoption of ASU 2018-02		129			(82	)		47

Balance September 30, 2018	$	(4,455	)	$	(466	)	$	(4,291	)

17. 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. 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.

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 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 as a component of income tax expense (benefit). The Company utilized the proportional amortization method for all of its instruments. As of September 30, 2019, and December 31, 2018, the Company had $13.4 million and $11.3 million in qualified investments recorded in other assets and $8.8 million and $6.9 million in unfunded commitments recorded in other liabilities, respectively.

Unfunded Commitments

As of September 30, 2019, the expected payments for unfunded affordable housing commitments were as follows:

(dollars in thousands)	Amount
2019	$	1,803
2020		2,402
2021		2,318
2022		525
2023		409
Thereafter		1,334
Total Unfunded Commitments	$	8,791

The following table presents tax credits and other tax benefits recognized and amortization expense related to affordable housing for the three months ended September 30, 2019 and 2018.

	Three Months Ended September 30,
(dollars in thousands)	2019		2018
Proportional Amortization Method
Tax credits and other tax benefits recognized	$	340	$	276
Amortization expense in federal income taxes		292		234

	Nine Months Ended September 30,
(dollars in thousands)	2019		2018
Proportional Amortization Method
Tax credits and other tax benefits recognized	$	995	$	785
Amortization expense in federal income taxes		861		703

There were no impairment losses of LIHTC investments for the three and nine months ended September 30, 2019 and 2018.

18. Business Combinations

On September 9, 2019, First Defiance and United Community Financial Corp. (“United Community”) announced the signing of a definitive merger agreement under which United Community will merge into First Defiance in a stock-for-stock transaction. Immediately thereafter, Home Savings Bank, a wholly owned subsidiary of United Community, will merge into First Federal. Under the terms of the merger agreement, shareholders of United Community will receive 0.3715 shares of First Defiance common stock for each share of United Community common stock. The transaction is expected to close early in the first quarter of 2020, subject to the approval of shareholders of both First Defiance and United Community, and regulatory approvals, and the satisfaction or waiver of other customary closing conditions.

On September 30, 2019, First Defiance, through First Federal, completed the acquisition of Strategic Investment Advisors, LLC (“SIA”), a financial advisory and brokerage firm. Located in Sylvania, Ohio, with assets under management of approximately $115 million and annual revenues of approximately $0.6 million, SIA will be added to First Federal’s Trust and Wealth Management platform. The total purchase price paid in cash is made up of the following: $1.6 million was paid at closing, and $400,000 at the end of a two-year earn-out based on the compound revenue growth over the performance period of SIA, for a total purchase price of $2.0 million. As of September 30, 2019, the Company recorded goodwill of $1.5 million and identifiable intangible assets of $500,000 consisting of a customer relationship intangible. The fair value estimates are preliminary and subject to revision until final values are determined by management, which is expected to occur by December 31, 2019.

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

Forward-Looking Information

Certain statements contained in this quarterly report and other publicly available documents, including the documents incorporated herein by reference, 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”, “intend”, “plan”, “seek”, “believe”, “protect”, “estimate”, “likely”, “should”, 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, including those related to the proposed merger with United Community. The Company assumes no obligation to update any forward-looking statements.

Non-GAAP Financial Measures

In addition to results presented in accordance with GAAP, this report includes non-GAAP financial measures. The Company believes these non-GAAP financial measures provide additional information that is useful to investors in helping to understand the underlying performance and trends of the Company. The Company monitors the non-GAAP financial measures and the Company’s management believes they are helpful to investors because they provide an additional tool to use in evaluating the Company’s financial and business trends and operating results. In addition, the Company’s management uses these non-GAAP measures to compare the Company’s performance to that of prior periods for trend analysis and for budgeting and planning purposes. Fully taxable-equivalent (“FTE”) is an adjustment to net interest income to reflect tax-exempt income on an equivalent before-tax basis.

Non-GAAP financial measures have inherent limitations, which are not required to be uniformly applied and are not audited. Readers should be aware of these limitations and should be cautious with respect to the use of such measures. To mitigate these limitations, the Company has practices in place to ensure that these measures are calculated using the appropriate GAAP or regulatory components in their entirety and to ensure that our performance is properly reflected to facilitate consistent period-to-period comparisons. The Company’s method of calculating these non-GAAP measures may differ from methods used by other companies. Although the Company believes the non-GAAP financial measures disclosed in this report enhance investors' understanding of our business and performance, these non-GAAP measures should not be considered in isolation, or as a substitute for those financial measures prepared in accordance with GAAP.

The following tables present a reconciliation of non-GAAP measures to their respective GAAP measures for the three and nine month periods ended September 30, 2019 and 2018.

Non-GAAP Financial Measures – Net Interest Income on an FTE basis, Net Interest Margin and Efficiency Ratio

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	(In Thousands)
Net interest income (GAAP)	$	28,892		$	27,529		$	86,151		$	79,763
Add: FTE adjustment		239			257			735			746
Net interest income on a FTE basis (1)	$	29,131		$	27,786		$	86,886		$	80,509

Non-interest income-less securities gains/losses (2)		11,831			9,846			33,130			30,763
Non-interest expense (3)		23,203			22,286			72,304			68,202
Average interest-earning assets net of average
Unrealized gains/losses on securities (4)		2,979,238			2,757,967			2,921,521			2,713,659
Average interest-earning assets		2,985,498			2,754,561			2,923,809			2,710,998
Average unrealized gains/losses on securities		6,260			(3,406	)		2,288			(2,661	)

Ratios:
Net interest margin (1) / (4)		3.88	%		4.00	%		3.98	%		3.97	%
Efficiency ratio (3) / (1) + (2)		56.65	%		59.22	%		60.25	%		61.29	%

Critical Accounting Policies

First Defiance has established various accounting policies which govern the application of GAAP 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 2018 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 2018 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 nine months of 2019.

General

First Defiance is a unitary thrift holding company that, through its subsidiaries, First Federal, First Insurance, and First Defiance Risk Management Inc. (collectively, “the Subsidiaries”), focuses on traditional banking and property, casualty, life and group health insurance products.

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, three 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. 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 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 help minimize the risk allocable to each participating insurer.

On September 9, 2019, First Defiance and United Community announced the signing of a definitive merger agreement under which United Community will merge into First Defiance in a stock-for-stock transaction. Immediately after the merger of First Defiance and United Community, Home Savings Bank, a wholly owned subsidiary of United Community, will merge into First Federal. Under the terms of the merger agreement, shareholders of United Community will receive 0.3715 shares of First Defiance common stock for each share of United Community common stock. The transaction is expected to close early in the first quarter of 2020, subject to the approval of shareholders of both First Defiance and United Community and regulatory approvals, and the satisfaction or waiver of other customary closing conditions.

On September 30, 2019, First Federal Bank completed the acquisition of Strategic Investment Advisors, LLC (“SIA”), a financial advisory and brokerage firm. Located in Sylvania, Ohio, with assets under management of approximately $115 million and annual revenues of approximately $0.6 million, SIA will be added to First Federal’s Trust and Wealth Management platform. The total purchase price paid in cash is made up of the following: $1.6 million was paid at closing, and $400,000 at the end of a two-year earn-out based on the compound revenue growth over the performance period of SIA, for a total purchase price of $2.0 million. As of September 30, 2019, total Company recorded goodwill of $1.5 million and identifiable intangible assets of $500,000 consisting a of customer relationship intangible. The fair value estimates are preliminary and subject to revision until final values are determined by management, which is expected to occur by December 31, 2019.

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.

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.

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.

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 Regulation – First 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 federal 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, and a new capital conservation buffer and deductions from common equity capital phased in from January 1, 2016, 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 CET1 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 CET1 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 ALLL, subject to new eligibility criteria, less applicable deductions.

The deductions from CET1 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.

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 CET1 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 was fully phased in effective January 1, 2019 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 capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “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.

In order to be “well-capitalized,” a financial institution must have a CET1 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 September 30, 2019, First Federal met the ratio requirements in effect to be deemed "well-capitalized."

Deposit Insurance - The FDIC maintains the 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.

Pursuant to the Dodd-Frank Act, the FDIC has established 2.0% as the designated reserve ratio (“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.

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 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-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-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.

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 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, online bill pay, and online account opening as well as the MoneyPass ATM Network offering access to our customers to over 32,000 ATMs nationwide without a surcharge fee.

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.

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”) and real estate mortgage investment conduits (“REMICs”). Management determines the appropriate classification of all such securities at the time of purchase in accordance with FASB ASC Topic 320, Investments –Debt and Equity Securities.

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 $290.1 million at September 30, 2019. The available-for-sale portfolio included obligations of U.S. federal government corporations and agencies ($2.5 million), certain municipal obligations ($99.7 million), CMOs/REMICs ($92.8 million), corporate bonds ($13.0 million), and mortgage backed securities ($82.1 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 $481,000 at September 30, 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 ensure 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.

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, a new 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-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.

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-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. Based on these results, changes may occur in the processes used.

Loan modifications constitute a troubled 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 ALLL. For those loans measured for impairment utilizing the fair value of the collateral, any shortfall is charged off.

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, Federal 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’s earnings also depend on the provision for loan losses, non-interest expenses (such as employee compensation and benefits, occupancy and equipment expense, deposit insurance premiums, and miscellaneous other expenses) and federal income tax expense.

Changes in Financial Condition

At September 30, 2019, First Defiance's total assets, deposits and stockholders’ equity amounted to $3.35 billion, $2.76 billion and $418.0 million, respectively, compared to $3.18 billion, $2.62 billion and $399.6 million, respectively, at December 31, 2018.

Net loans receivable (excluding loans held for sale) increased $123.3 million to $2.6 billion. The variance in loans receivable between September 30, 2019, and December 31, 2018, includes an increase of $65.3 million in construction loans, a $28.2 million increase in commercial loans, a $28.5 million increase in commercial real estate loans, a $7.7 million increase in residential loans and a $2.2 million increase in consumer loans. That growth was slightly offset by a $4.3 million decrease in home equity and improvement loans and a $2.4 million decrease in multi-family residential real estate loans.

The investment securities portfolio decreased $4.1 million to $290.5 million at September 30, 2019 from $294.6 million at December 31, 2018. The decrease is a result of $29.9 million of securities maturing or being called, $1.1 million net securities amortization and $783,000 of securities being sold during the first nine months of 2019. This was offset by $18.7 million of purchases of securities in the first three quarters of 2019 as well as a $9.1 million increase in the market value of available-for-sale securities during the period ended September 30, 2019.

Deposits increased $139.7 million from $2.62 billion at December 31, 2018, to $2.76 billion as of September 30, 2019. Interest bearing demand and money market deposits increased $83.7 million to $1.12 billion, retail time deposits increased $57.3 million to $737.7 million and savings deposits increased $1.8 million to $294.6 million. These increases were partially offset by a $3.1 million decrease in non-interest bearing demand deposits to $604.1 million.

Stockholders’ equity increased $18.5 million from $399.6 million at December 31, 2018, to $418.0 million at September 30, 2019. The increase in stockholders’ equity was primarily the result of recording net income of $36.9 million and $7.2 million in other comprehensive gain. The increase was partially offset by the repurchase of 515,977 shares of common stock totaling $15.1 million and $11.3 million of common stock dividends being paid.

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 September 30,
	2019							2018
	Average				Yield/			Average				Yield/
	Balance		Interest(1)		Rate(2)			Balance		Interest(1)		Rate(2)
Interest-earning assets:
Loans receivable	$	2,624,314	$	33,306		5.04	%	$	2,403,932	$	29,397		4.85	%
Securities (3)		293,876		2,169		2.99			286,507		2,308		3.16
Interest bearing deposits		55,393		312		2.23			49,734		275		2.19
FHLB stock		11,915		135		4.50			14,388		240		6.62
Total interest-earning assets		2,985,198		35,922		4.78			2,754,561		32,220		4.63
Non-interest-earning assets		317,515							304,664
Total assets	$	3,303,013						$	3,059,225

Interest-bearing liabilities:
Deposits	$	2,129,306	$	6,029		1.12	%	$	1,955,518	$	3,753		0.76	%
FHLB advances and other		85,339		431		2.00			77,719		342		1.75
Subordinated debentures		36,083		329		3.62			36,196		334		3.66
Securities sold under repurchase agreements		3,025		2		0.26			5,431		5		0.37
Total interest-bearing liabilities		2,253,753		6,791		1.20			2,074,864		4,434		0.85
Non-interest bearing deposits		589,326		-					558,190		-
Total including non-interest bearing demand deposits		2,843,079		6,791		0.95			2,633,054		4,434		0.67
Other non-interest-bearing liabilities		48,893							36,810
Total liabilities		2,891,972							2,669,864
Stockholders’ equity		411,041							389,361
Total liabilities and stock-Holders’ equity	$	3,303,013						$	3,059,225
Net interest income; interest rate spread			$	29,131		3.58	%			$	27,786		3.78	%
Net interest margin (4)						3.88	%						4.00	%
Average interest-earning assets to average interest-bearing liabilities						132	%						133	%

(1)

Interest on certain tax-exempt loans and securities is not taxable for federal income tax purposes. In order to compare the tax-exempt yields on these assets to taxable yields, the interest earned on these assets is adjusted to a pre-tax equivalent amount based on the marginal corporate federal income tax rate of 21%.

(2)

Annualized

(3)

Securities 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.

	Nine Months Ended September 30,
	2019							2018
	Average				Yield/			Average				Yield/
	Balance		Interest (1)		Rate (2)			Balance		Interest (1)		Rate (2)
Interest-earning assets:
Loans receivable	$	2,567,646	$	97,227		5.06	%	$	2,352,514	$	83,633		4.75	%
Securities (3)		296,312		6,961		3.14			276,745		6,637		3.21
Interest bearing deposits		47,360		857		2.42			66,283		945		1.91
FHLB stock		12,491		533		5.71			15,456		698		6.04
Total interest-earning assets		2,923,809		105,578		4.83			2,710,998		91,913		4.53
Non-interest-earning assets		312,865							307,634
Total assets	$	3,236,674						$	3,018,632

Interest-bearing liabilities:
Deposits	$	2,094,693	$	16,615		1.06	%	$	1,925,972	$	9,508		0.66	%
FHLB advances		68,920		1,011		1.96			74,634		943		1.69
Subordinated debentures		36,083		1,043		3.86			36,195		934		3.45
Securities sold under repurchase agreements		4,355		23		0.71			10,185		19		0.25
Total interest-bearing liabilities		2,204,051		18,692		1.13			2,046,986		11,404		0.74
Non-interest bearing deposits		584,923		-					552,554		-
Total including non-interest bearing demand deposits		2,788,974		18,692		0.90			2,599,540		11,404		0.59
Other non-interest-bearing liabilities		46,103							37,586
Total liabilities		2,835,077							2,637,126
Stockholders' equity		401,597							381,506
Total liabilities and stock-holders' equity	$	3,236,674						$	3,018,632
Net interest income; interest rate spread			$	86,886		3.70	%			$	80,509		3.79	%
Net interest margin (4)						3.98	%						3.97	%
Average interest-earning assets to average interest-bearing liabilities						133	%						132	%

(1)

Interest on certain tax-exempt loans and securities is not taxable for Federal income tax purposes. In order to compare the tax-exempt yields on these assets to taxable yields, the interest earned on these assets is adjusted to a pre-tax equivalent amount based on the marginal corporate federal income tax rate of 21%.

(2)

Annualized

(3)

Securities yield represents 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.

Results of Operations

Three Months Ended September 30, 2019 and 2018

On a consolidated basis, First Defiance’s net income for the quarter ended September 30, 2019, was $13.2 million compared to net income of $11.3 million for the comparable period in 2018. On a per share basis, basic earnings per share were $0.67 and diluted earnings per common share were $0.66 for the three months ended September 30, 2019, compared to basic and diluted earnings per share of $0.55 for the quarter ended September 30, 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 $28.9 million for the quarter ended September 30, 2019, up from $27.5 million for the same period in 2018. The tax-equivalent net interest margin was 3.88% for the quarter ended September 30, 2019, a decrease from 4.00% for the same period in 2018. The decrease in margin between the 2019 and 2018 third quarters was primarily due to an increase in the cost of interest bearing liabilities. The yield on interest-earning assets was 4.78% for the quarter ended September 30, 2019, up 15 basis points from 4.63% for the same period in 2018. The cost of interest-bearing liabilities between the two periods increased 35 basis points to 1.20% in the third quarter of 2019 from 0.85% in the third quarter of 2018.

Total interest income increased $3.7 million to $35.7 million for the quarter ended September 30, 2019, from $32.0 million for the quarter ended September 30, 2018. This is due to continued solid loan growth in average earning assets year-over-year. Income from loans increased to $33.3 million for the quarter ended September 30, 2019, compared to $29.4 million for the same period in 2018 due to average loan growth of $220.4 million. The increase in the loan portfolio yield to 5.04% for the three months ended September 30, 2019 from 4.85% for the same period in 2018, was due mainly to increasing rates and management’s continued discipline on loan pricing. Interest income from investments decreased $125,000 in the third quarter of 2019 to $2.0 million. The yield decreased 17 basis points to 2.99% for the three months ended September 30, 2019, compared to 3.16% for the same period in 2018. Income from interest bearing deposits increased to $312,000 in the third quarter of 2019 compared to $275,000 for the same period in 2018 while income from FHLB stock decreased to $135,000 in the third quarter of 2019 compared to $240,000 for the same period in 2018.

Interest expense increased by $2.4 million in the third quarter of 2019 compared to the same period in 2018, to $6.8 million from $4.4 million. The cost of interest bearing liabilities increased 35 basis points from 0.85% at September 30, 2018 to 1.20% at September 30, 2019. Interest expense related to interest-bearing deposits was $6.0 million in the third quarter of 2019 compared to $3.8 million for the same period in 2018. Interest expense recognized by the Company related to FHLB advances was $431,000 in the third quarter of 2019 compared to $342,000 for the same period in 2018 as a result of both increased volumes and increased rates. Expenses on subordinated debentures and notes payable were $329,000 and $2,000 respectively in the third quarter of 2019 compared to $334,000 and $5,000 respectively for the same period in 2018.

Allowance for Loan and Lease Losses (“ALLL”)

The ALLL 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 ALLL 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 ALLL 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 ALLL associated with these types of loans.

The ALLL 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 SBA or Farm Service Agency guarantees. The specific reserve portion of the ALLL was $375,000 at September 30, 2019, and $595,000 at December 31, 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. The Company’s historical loss calculation uses an average of all four-year loss migration periods to the present beginning with data from the second quarter 2011. Management believes this provides a 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.

The quantitative general allowance decreased $200,000 to $5.7 million at September 30, 2019, from $5.9 million at December 31, 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

Changes in international, national and local economic business conditions and developments, including the condition of various market segments.

Changes in the value of underlying collateral for collateral dependent loans.

ENVIRONMENT

Changes in the nature and volume in the loan portfolio.

The existence and effect of any concentrations of credit and changes in the level of such concentrations.

Changes in lending policies and procedures, including underwriting standards and collection, charge-off and recovery practices.

Changes in the quality and breadth of the loan review process.

Changes in the experience, ability and depth of lending management and staff.

RISK

Changes in the trends of the volume and severity of delinquent and classified loans, and changes in the volume of non-accrual loans, TDRs, and other loan modifications.

Changes in the political and regulatory environment.

The qualitative analysis indicated a general reserve of $24.1 million at September 30, 2019 compared to $21.8 million at December 31, 2018. 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 loan segments increased in the first nine months of 2019, due to a slight increase in local unemployment levels and uncertainty in global economic conditions.

The environmental factors for the commercial real estate, commercial loan and construction loan segments increased in the first nine months of 2019, mainly due to increases in credit concentrations and deviations.

The risk factors for all loan segments decreased in the first nine months of 2019 due to favorable trends in non-performing assets.

First Defiance’s general reserve percentages for main loan segments not otherwise classified ranged from 0.53% for construction loans to 1.45% for home equity and improvement loans at September 30, 2019.

As a result of the quantitative and qualitative analyses, along with the change in specific reserves and the increase in net charge-offs in the quarter, the Company’s provision for loan losses for the third quarter of 2019 was $1.3 million compared to $1.4 million for the same period in 2018. The ALLL was $30.3 million at September 30, 2019 and $28.3 million at December 31, 2018. The ALLL represented 1.13% of loans, net of undisbursed loan funds and deferred fees and costs, at September 30, 2019 and 1.12% at December 31, 2018. In management’s opinion, the overall ALLL of $30.3 million as of September 30, 2019, is adequate to cover probable incurred losses.

Management also assesses the value of OREO 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 and nine month periods ended September 30, 2019, there were write-downs of real estate held for sale in the amounts of $0 and $264,000, respectively. Management believes that the values recorded at September 30, 2019, for OREO and repossessed assets represent the realizable value of such assets.

Total classified loans decreased to $37.3 million at September 30, 2019, compared to $50.8 million at December 31, 2018, a decrease of $13.5 million due to payoffs and upgrades of classified relationships during the first nine months of 2019.

First Defiance’s ratio of ALLL to non-performing loans was 206.1% at September 30, 2019, compared with 149.0% at December 31, 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 September 30, 2019, are appropriate. Of the $14.7 million in non-accrual loans at September 30, 2019, $6.8 million or 46.1% are less than 90 days past due.

At September 30, 2019, First Defiance had total non-performing assets of $14.7 million, compared to $20.2 million at December 31, 2018. Non-performing assets include loans that are on non-accrual, OREO and other assets held for sale. Non-performing assets at September 30, 2019, and December 31, 2018, by category were as follows:

Table 1 – Nonperforming Asset

	September 30,			December 31,
	2019			2018
	(In Thousands)
Non-performing loans:
One to four family residential real estate	$	3,009		$	3,640
Non-residential and multi-family residential real estate		8,213			10,357
Commercial		2,969			4,500
Construction		-			-
Home equity and improvement		486			393
Consumer finance		-			126
Total non-performing loans		14,677			19,016

Real estate owned		-			1,205
Total repossessed assets		-			1,205

Total Nonperforming assets	$	14,677		$	20,221

TDR loans, accruing	$	10,334		$	11,573

Total nonperforming assets as a percentage of total assets		0.44	%		0.64	%
Total nonperforming loans as a percentage of total loans*		0.55	%		0.75	%
Total nonperforming assets as a percentage of total loans plus REO*		0.55	%		0.80	%
ALLL as a percent of total nonperforming assets		206.10	%		140.11	%

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

Non-performing loans in the commercial loan category represented 0.55% of the total loans in that category at September 30, 2019, compared to 0.88% for the same category at December 31, 2018. Non-performing loans in the non-residential and multi-family residential real estate loan category were 0.57% of the total loans in this category at September 30, 2019, compared to 0.74% at December 31, 2018. Non-performing loans in the residential loan category represented 0.91% of the total loans in that category at September 30, 2019, compared to 1.13% for the same category at December 31, 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 Loan Loss Reserve Committee.

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 Nine Months Ended September 30, 2019						As of September 30, 2019
	Net								% of Total
	Charge-offs (Recovery)			% of Total Net Charge-offs			Nonaccrual Loans		Non-Accrual Loans
	(In Thousands)						(In Thousands)
Residential	$	81			(82.65	)%	$	3,009		20.50	%
Construction		-			0.00	%		-		0.00	%
Multi-Family residential and Commercial real estate		(435	)		443.88	%		8,213		55.96	%
Commercial		89			(90.82	)%		2,969		20.23	%
Consumer Finance		219			(223.47	)%		-		0.00	%
Home equity and improvement		(52	)		53.06	%		486		3.31	%
Total	$	(98	)		100.00	%	$	14,677		100.00	%

	For the Nine Months Ended September 30, 2018						As of September 30, 2018
	Net								% of Total
	Charge-offs (Recovery)			% of Total Net Charge-offs			Nonaccrual Loans		Non-Accrual Loans
	(In Thousands)						(In Thousands)
Residential	$	145			(57.54	)%	$	3,512		16.78	%
Construction		-			0.00	%		-		0.00	%
Commercial real estate		925			(367.06	)%		11,692		55.87	%
Commercial		(1,491	)		591.67	%		5,129		24.51	%
Consumer		107			(42.47	)%		34		0.16	%
Home equity and improvement		62			(24.60	)%		562		2.68	%
Total	$	(252	)		100.00	%	$	20,929		100.00	%

Table 3 – ALLL Activity

	For the Quarter Ended
	3rd 2019		2nd 2019			1st 2019		4th 2018		3rd 2018
	(In Thousands)
Allowance at beginning of period	$	28,934	$	28,164		$	28,331	$	27,639	$	27,321
Provision (credit) for loan losses		1,327		282			212		472		1,376
Charge-offs:
Residential		74		11			172		31		136
Construction		-		-			-		-		-
Multi-Family residential and Commercial real estate		-		15			-		30		1,048
Commercial		25		13			187		15		528
Consumer finance		80		33			142		105		25
Home equity and improvement		12		64			33		75		36
Total charge-offs		191		136			534		256		1,773
Recoveries		180		624			155		476		715
Net charge-offs		11		(488	)		379		220		1,058
Ending allowance	$	30,250	$	28,934		$	28,164	$	28,331	$	27,639

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

Table 4 – ALLL Allocation by Loan Category

	September 30, 2019					June 30, 2019					March 31, 2019					December 31, 2018					September 30, 2018
			Percent of					Percent of					Percent of					Percent of					Percent of
			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
	(Dollars In Thousands)
Residential	$	2,938		11.94	%	$	2,793		11.67	%	$	2,811		11.96	%	$	2,881		12.11	%	$	2,824		12.04	%
Construction		1,103		11.13	%		887		12.16	%		731		11.32	%		682		9.97	%		615		10.54	%
Multi-Family residential and Commercial real estate		16,195		51.70	%		15,251		51.12	%		15,069		51.87	%		15,142		52.71	%		14,680		52.39	%
Commercial		7,888		19.43	%		7,888		19.21	%		7,276		18.95	%		7,281		19.12	%		7,161		18.81	%
Consumer		374		1.32	%		352		1.28	%		349		1.27	%		319		1.29	%		288		1.25	%
Home equity and improvement		1,752		4.48	%		1,763		4.56	%		1,928		4.63	%		2,026		4.80	%		2,071		4.97	%
	$	30,250		100.00	%	$	28,934		100.00	%	$	28,164		100.00	%	$	28,331		100.00	%	$	27,639		100.00	%

Key Asset Quality Ratio Trends

Table 5 – Key Asset Quality Ratio Trends

	3rd Qtr 2019			2nd Qtr 2019			1st Qtr 2019			4th Qtr 2018			3rd Qtr 2018
Allowance for loan losses / loans*		1.13	%		1.10	%		1.10	%		1.12	%		1.13	%
Allowance for loan losses / non-performing assets		206.10	%		188.69	%		151.53	%		140.11	%		122.27	%
Allowance for loan losses / non-performing loans		206.10	%		188.69	%		159.61	%		148.99	%		132.06	%
Non-performing assets / loans plus OREO*		0.55	%		0.58	%		0.73	%		0.80	%		0.92	%
Non-performing assets / total assets		0.44	%		0.47	%		0.58	%		0.64	%		0.73	%
Net charge-offs / average loans (annualized)		0.00	%		(0.08	)%		0.06	%		(0.04	)%		0.18	%

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

Non-Interest Income.

Total non-interest income increased $1.9 million in the third quarter of 2019 to $11.8 million from $9.9 million for the same period in 2018.

Service Fees. Service fees and other charges increased by $692,000 in the third quarter of 2019 compared to the same period in 2018. The increase is due primarily to an increase in commercial loan fees, including swap fee income of $589,000 in the third quarter of 2019 compared to $96,000 in the same period in 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 non-interest income rather than interest income. Fee income recorded for the quarters ending September 30, 2019 and 2018 related to the overdraft privilege product, net of adjustments to the allowance for uncollectible overdrafts, was $675,000 and $686,000, respectively. Accounts charged off are included in non-interest expense. The allowance for uncollectible overdrafts was $28,000 at September 30, 2019, $34,000 at December 31, 2018, and $21,000 at September 30, 2018.

Mortgage Banking Activity. Mortgage banking income increased to $2.8 million in the third quarter of 2019 from $1.9 million in the third quarter of 2018. As a result of higher origination volumes due to the current rate environment, gains from the sale of mortgage loans increased to $2.6 million in the third quarter of 2019 from $1.3 million in the third quarter of 2018. Mortgage loan servicing revenue increased to $1.0 million in the third quarter of 2019 compared to $0.9 million in the third quarter of 2018 and amortization of mortgage servicing rights increase to $579,000 from $340,000 in the third quarter of last year. First Defiance had a negative change in the valuation adjustment in mortgage servicing assets of $155,000 in the third quarter of 2019 compared with a positive adjustment of $8,000 in the third quarter of 2018.

Bank-Owned Life Insurance. Income from bank-owned life insurance was $783,000 for the third quarter of 2019 compared to $399,000 in the third quarter of 2018. This increase was primarily a result of $325,000 of death benefits received in the third quarter of 2019 whereas the third quarter of 2018 included no death benefit.

Other Non-Interest Income. Other non-interest income decreased to $320,000 in the third quarter of 2019 from the same period in 2018 due mainly to a decrease in the assets of the deferred compensation plan.

Non-Interest Expense.

Non-interest expense increased $0.9 million to $23.2 million for the third quarter of 2019 compared to $22.3 million for the same period in 2018. The increase is mainly attributable to the increase in compensation and benefits of $1.2 million further explained in the section below.

Compensation and Benefits. Compensation and benefits increased to $14.1 million in the third quarter of 2019, compared to $12.9 million in the third quarter of 2018. The increase in compensation and benefits from a year ago is mainly due to additions to staff to support growth strategies, merit increases, and higher medical benefit costs.

FDIC Insurance premium. FDIC insurance premiums were a credit of $255,000 in the third quarter of 2019 compared to an expense of $255,000 due to the receipt of small bank assessment credits.

Data Processing. Data processing cost was $1.7 million in the third quarter of 2019, a decrease of $0.5 million from $2.2 million in the third quarter of 2018. This is due to a renegotiated contract with the core service provider resulting in lower costs.

Acquisition Related Charges. There were $540,000 of merger-related cost for the pending merger with United Community in the third quarter of 2019 compared to none in the third quarter of 2018.

Nine Months Ended September 30, 2019 and 2018

On a consolidated basis, First Defiance’s net income for the nine months ended September 30, 2019 was $36.9 million compared to income of $34.2 million for the same period in 2018. On a per share basis, basic and diluted earnings per common share for the nine months ended September 30, 2019 were $1.86 and $1.85, respectively, compared to basic and diluted earnings per common share of $1.68 and $1.67, respectively, for the same period in 2018.

Net Interest Income

Net interest income was $86.2 million for the first nine months of 2019 compared with $79.8 million in the first nine months of 2018. Average interest-earning assets increased to $2.92 billion in the first nine months of 2019 compared to $2.71 billion in the first nine months of 2018.

For the nine month period ended September 30, 2019, total interest income was $104.8 million compared to $91.2 million for the same period in 2018. Interest expense increased by $7.3 million to $18.7 million for the nine months ended September 30, 2019 compared to $11.4 million for the same period in 2018.

Net interest margin for the first nine months of 2019 was 3.98%, up 1 basis point from the 3.97% margin reported in the nine month period ended September 30, 2018.

Provision for Loan Losses

The provision for loan losses was $1.8 million for the nine months ended September 30, 2019, compared to $704,000 during the nine months ended September 30, 2018. Charge-offs as of the third quarter of 2019 were $861,000 and recoveries of previously charged off loans totaled $959,000 for net recoveries of $98,000. By comparison, $2.7 million of charge-offs were recorded in the same period of 2018 and $2.9 million of recoveries were realized for net recoveries of $252,000.

Non-Interest Income

Total non-interest income increased $2.3 million to $33.1 million for the nine months ended September 30, 2019 from $30.8 million recognized for the same period in 2018.

Service Fees. Service fees and other charges were $10.3 million for the first nine months of 2019, an increase of $573,000 from $9.8 million for the same period in 2018. The increase is due primarily to an increase in commercial loan fees, including swap fee income to $761,000 for the first nine months of 2019 compared to $228,000 in the same period in 2018.

Mortgage Banking Activity. Total revenue from the sale and servicing of mortgage loans increased $1.2 million to $6.8 million for the nine months ended September 30, 2019 from $5.6 million for the same period in 2018. Gains realized from the sale of mortgage loans increased $1.9 million to $5.7 million for the first nine months of 2019 from $3.7 million for the same period in 2018. Mortgage loan servicing revenue remained steady at $2.8 million in both the first nine months of 2019 and 2018. The Company recorded a negative valuation adjustment of $458,000 in the first nine months of 2019 compared to a positive adjustment of $91,000 in the first nine months of 2018.

Bank-Owned Life Insurance. Income from bank-owned life insurance was $1.7 million for the first nine months of 2019 compared to $1.4 million for the same period of 2018. This increase was primarily a result of $418,000 of death benefits received in 2019 compared to $168,000 for the same period in 2018.

Other Non-Interest Income. Other non-interest income for the first nine months of 2019 was $1.6 million, up from $1.1 million in the first nine months of 2018 primarily due to a $281,000 increase in the assets of the deferred compensation plan.

Non-Interest Expense

Non-interest expense was $72.3 million for the first nine months of 2019, up from $68.2 million for the same period in 2018.

Compensation and Benefits. Compensation and benefits increased to $42.5 million for the nine months ended September 30, 2019, compared to $39.0 million for the same period in 2018. The increase is mainly related to merit increases, additional increases to minimum pay levels, higher incentive compensation, increases to staff related to growth strategies and higher medical costs.

Occupancy. Occupancy expense increased by $500,000 to $6.8 million for the nine months ended September 30, 2019, compared to the same period in 2018. This can be attributed to continued growth strategies.

FDIC Insurance premium. FDIC insurance premiums were $276,000 for the first nine months of 2019 compared to $817,000 in the same period of 2018, due to the receipt of small bank assessment credits.

Acquisition Related Charges. There were $540,000 of merger-related cost for the pending merger with United Community in the first nine months of 2019 compared to none in the prior year.

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 18.41% for the nine months ended September 30, 2019 compared to 18.09% for the same period in 2018. The tax rate 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.

Liquidity

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

First Defiance had $19.2 million of cash provided by operating activities during the first nine months of 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 September 30, 2019, First Federal had $210.6 million in outstanding loan commitments and loans in process to be funded generally within the next six months and an additional $460.6 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 $39.4 million of loans held-for-sale. First Federal 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 Federal requires funds beyond its internal funding capabilities, advances from the FHLB 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.

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 the business, as well as flexibility needed for future growth and new business opportunities.

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 were 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 CET1 capital to risk-weighted assets ratio 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 September 30, 2019. The following table indicates the capital ratios for First Defiance (consolidated) and First Federal at September 30, 2019, and December 31, 2018. (In Thousands):

September 30, 2019

	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	$	313,906		10.62	%	$	132,968		4.5	%		N/A		N/A
First Federal	$	330,635		11.21	%	$	132,699		4.5	%	$	191,676		6.5	%

Tier 1 Capital (1)
Consolidated	$	348,906		10.91	%	$	127,881		4.0	%		N/A		N/A
First Federal	$	330,635		10.37	%	$	127,496		4.0	%	$	159,370		5.0	%

Tier 1 Capital (to Risk Weighted Assets) (1)
Consolidated	$	348,906		11.81	%	$	177,290		6.0	%		N/A		N/A
First Federal	$	330,635		11.21	%	$	176,932		6.0	%	$	235,909		8.0	%

Total Capital (to Risk Weighted Assets) (1)
Consolidated	$	379,156		12.83	%	$	236,387		8.0	%		N/A		N/A
First Federal	$	360,885		12.24	%	$	235,909		8.0	%	$	294,887		10.0	%

(1)

Excludes capital conservation buffer of 2.50%.

(2)

Core capital is computed as a percentage of adjusted total assets of $3.20 billion for consolidated and $3.19 billion for First Federal, respectively. Risk-based capital is computed as a percentage of total risk-weighted assets of $2.95 billion for consolidated and $2.95 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 December 31, 2018.
	(2)	Core capital is computed as a percentage of adjusted total assets of $3.04 billion for consolidated and for the Bank. Risk-based capital is computed as a percentage of total risk-weighted assets of $2.76 billion for consolidated and for the Bank.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As discussed in detail in the 2018 Form 10-K, 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.

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 September 30, 2019 and December 31, 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 September 30, 2019, net interest income sensitivity to changes in interest rates for the twelve months subsequent to September 30, 2019, remained relatively stable for the ramp and shock compared to the sensitivity profile for the twelve months subsequent to December 31, 2018.

Net Interest Income Sensitivity Profile

	Impact on Future Annual Net Interest Income
(dollars in thousands)	September 30, 2019					December 31, 2018
Gradual Change in Interest Rates
+200	$	2,902		2.49	%	$	1,910		1.61	%
+100		1,484		1.27	%		981		0.83	%
-100		(2,624	)	-2.25	%		(2,025	)	-1.71	%
-200		(7,022	)	-6.02	%		(6,236	)	-5.27	%

Immediate Change in Interest Rates
+200	$	6,086		5.21	%	$	3,424		2.89	%
+100		3,199		2.74	%		1,865		1.57	%
-100		(5,534	)	-4.74	%		(5,057	)	-4.27	%
-200		(13,812	)	-11.83	%		(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 Company’s Board mandated guidelines as of September 30, 2019, except for the down 200 basis points over the first twelve months in a dynamic and static shock balance sheet, the down 200 basis points over the cumulative 24 months in both a dynamic and static balance sheet and the down 100 basis points over the first twelve months in a dynamic ramp balance sheet. Management is reviewing the Board 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 Board guidelines.

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. The results of this analysis are reflected in the following tables for the nine months ended September 30, 2019, and the year-ended December 31, 2018.

September 30, 2019
Economic Value of Equity
Change in Rates	$ Amount		$ Change			% Change
(Dollars in Thousands)
+400 bp		730,401		114,814			18.65	%
+ 300 bp		710,758		95,171			15.46	%
+ 200 bp		687,546		71,959			11.69	%
+ 100 bp		657,249		41,662			6.77	%
0 bp		615,587		-			-
- 100 bp		555,654		(59,934	)		(9.74	)%
- 200 bp		465,865		(149,723	)		(24.32	)%

December 31, 2018
Economic Value of Equity
Change in Rates	$ Amount		$ Change			% Change
(Dollars in Thousands)
+400 bp		751,259		66,752			9.75	%
+ 300 bp		741,404		56,897			8.31	%
+ 200 bp		729,505		44,998			6.57	%
+ 100 bp		710,688		26,181			3.82	%
0 bp		684,507		-			-
- 100 bp		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, 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.

An evaluation was carried out under the supervision and with the participation of the Company’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 September 30, 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 September 30, 2019, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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. However, on October 18, 2019 after the announcement of the merger with United Community, an action was filed on behalf of a purported class of United Community shareholders under the caption Parshall v. United Community Financial Corp. et al., Case No. 1:19-cv-01989, in the U.S. District Court for the District of Delaware against United Community, its directors, and First Defiance. The complaint contends, among other things, the disclosures contained in the joint proxy statement/prospectus filed with the SEC in connection with the proposed transaction were not adequate. The action seeks, among other things, to: (i) enjoin the defendants from consummating the merger unless and until the defendants disseminate revised disclosures; and (ii) recover damages in the event the merger is completed. The court has not acted on the complaints, and no relief has been granted as of this time. The defendants believe the claims are without merit and intend to defend against them.

Item 1A. Risk Factors

There are no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in the 2018 Form 10-K.

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

The Company had no unregistered sales of equity securities during the quarter ended September 30, 2019.

The following table provides information regarding First Defiance’s purchases of its common stock during the three-month period ended September 30, 2019:

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, June 30, 2019								515,000
July 1 – July 31, 2019		-	$	-		-		515,000
August 1 – August 31, 2019		-		-		-		515,000
September 1 – September 30, 2019		-		-		-		515,000
Total		-	$	-		-		515,000

(1)

On May 23, 2019, the Company announced that its Board of Directors authorized a program for the repurchase of up to 5% of the outstanding common shares as of that date, or 500,000 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.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit 2.1	Agreement and Plan of Merger, dated as of September 9, 2019, between First Defiance Financial Corp. and United Community Financial Corp. (certain schedules and similar attachments omitted pursuant to Item 601(b)(2) of Regulation S-K) (1)

Exhibit 3.1	Articles of Incorporation of First Defiance Financial Corp. (reflecting all amendments filed with the Ohio Secretary of State) [restated for purposes of SEC reporting compliance only – not filed with the Ohio Secretary of State] (2)

Exhibit 3.2	Code of Regulations of First Defiance Financial Corp. (reflecting all amendments) [restated for purposes of SEC reporting compliance only – not filed with the Ohio Secretary of State] (3)

Exhibit 10.1	Employment Agreement by and among First Defiance Financial Corp., First Federal Bank of the Midwest and Donald P. Hileman, dated September 9, 2019 (4)

Exhibit 10.2	Employment Agreement by and among First Defiance Financial Corp., First Federal Bank of the Midwest, and Gary M. Small, dated September 9, 2019. (4)

Exhibit 31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 101	The following financial information from the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 is formatted in eXtensible Business Reporting Language (“XBRL”): (i) Unaudited Consolidated Condensed Statements of Financial Condition at September 30, 2019 and December 31, 2018; (ii) Unaudited Consolidated Condensed Statements of Income for the Three and Nine Months ended September 30, 2019 and 2018; (iii) Unaudited Consolidated Condensed Statements of Comprehensive Income for the Three and Nine Months ended September 30, 2019 and 2018; (iv) Unaudited Consolidated Condensed Statements of Changes in Stockholders’ Equity for the Nine Months ended September 30, 2019 and 2018; (v) Unaudited Consolidated Condensed Statements of Cash Flows for the Nine Months ended September 30, 2019 and 2018; and (vi) Notes to Unaudited Consolidated Condensed Financial Statements.

(1)

Incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K (File No. 000-26850), filed on September 10, 2019.

(2)

Incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-4 (File No. 333-234144), filed on September 10, 2019.

(3)

Incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form S-4 (File No. 333-234144), filed on September 10, 2019.

(4)

Incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K (File No. 000-26850), filed on September 10, 2019.

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: November 12, 2019	By:	/s/ Donald P. Hileman
		Donald P. Hileman
		President and Chief Executive Officer

Date: November 12, 2019	By:	/s/ Paul D. Nungester, Jr.
		Paul D. Nungester, Jr.
		Executive Vice President and Chief Financial Officer