Executives: Tera Murphy - Vice President and Marketing Director Don Hileman - President and CEO Kevin Thompson - Executive Vice President and CFO

Analysts: Nick Cucharale - Sandler O'Neill & Partners Damon DelMonte - KBW Christopher Marinac - FIG Partners Daniel Cardenas - Raymond James

Operator: Good morning. And welcome to the First Defiance Financial Corp. Third Quarter 2018 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today’s presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note this event is being recorded. At this time, I would like to turn the conference over to Tera Murphy, Vice President and Marketing Director. Please go ahead, ma’am.

Tera Murphy: Thank you. Good morning, everyone. And thank you for joining us for today's 2018 third quarter earnings conference call. This call is also being webcast and the audio replay will be available at the First Defiance website at fdef.com. Providing commentary this morning will be Don Hileman, President and CEO of First Defiance; and Kevin Thompson, Executive Vice President and Chief Financial Officer. Following their prepared comments on the company's strategy and performance, they will be available to take your questions. Before we begin, I'd like to remind you that during the conference call today, including during the question-and-answer period, you may hear forward-looking statements related to future financial results and business operations for First Defiance Financial Corp. Actual results may differ materially from current management forecasts and projections as a result of factors over which the company has no control. Information on these risk factors and additional information on forward-looking statements are included in the news release and in the company's reports on file with the Securities and Exchange Commission. And now, I'll turn the call over to Mr. Hileman for his comments.

Don Hileman: Thank you. Good morning. And welcome to the First Defiance Financial Corporation third quarter conference call. At this time, I would like to discuss the third quarter results and give you a look into the remainder of 2018. Joining me on the call this morning to give more detail on the financial performance for the quarter is our CFO, Kevin Thompson. At the conclusion of our remarks, we will be happy to answer any of your questions. The third quarter results reflect strong operating performance, as we balance growth and profitability. Net income for the third quarter of 2018 on a GAAP basis was $11.3 million or $0.55 per diluted common share, compared to $9.4 million or $0.46 per diluted common share in the third quarter of 2017, an increase of 20%. We continued the trend of solid core performance with an average -- with a return on average asset of 1.47%, compared to 1.28% in the third quarter of ‘17 and 1.48% on a linked quarter basis. We are also pleased that our efficiency ratio declined under 60% this quarter and loan growth picked up in the third quarter to an annualized 12% growth rate. This puts us on pace for year-over-year growth of around 8%, which is consistent with our overall expectations. We are seeing very competitive rates on some lending deals despite the upward movement in loan rates throughout our footprint and are quite satisfied with the linked-quarter increase in net interest margin. In this lending environment filled with rate and structure pressures, we know a balanced approach is necessary to grow our loan portfolio, and we continue to be focused on market and relationship pricing, which is reflected in the upward trend of loan yields. Overall, we saw an increase in asset yields of 10 basis points on a linked quarter basis and an increase in interest costs on deposits of 9 basis points on a linked quarter basis. Strategically, we still feel confident in our annual goal of upper-single-digit loan growth is achievable with the current solid pipeline from across our footprint and stronger short-term economic confidence. Non-performing loans were down 28% from the third quarter of ’17, but increased slightly on a linked quarter basis, while restructured loans are down from third quarter of ‘17 and also on a linked-quarter basis. We also had an increase in charge-offs, primarily related to one credit experience in a dramatic decline in collateral value. We also saw a slight decline in the 30-day and 90-day past dues accounts to an immediate [ph] 14 basis points of total loans. Kevin will provide more details on non-performing assets and non-performing loans in a few minutes. In this environment, we know we must work hard to see stable and improving asset quality trends across the board in the near-term. In regards to our capital management plans, as disclosed, we recently completed a 2-for-1 stock split. We felt this was consistent with our overall capital plans and aids in attracting shareholders. We are also pleased to announce a 2018 fourth quarter dividend of $0.70 -- $0.17 per share and an annual dividend yield of approximately 2.5% I will now ask Kevin to provide additional financial details for the quarter before I conclude with an overview. Kevin?

Kevin Thompson: Thank you, Don, and good morning, everyone. As Don stated, net income for the third quarter was $11.3 million or $0.55 per diluted share. These results favorably compare to prior year’s third quarter results of $9.4 million or $0.46 per diluted share, that’s an increase of 19.6%. Our third quarter 2018 results reflect strong profitability with an ROA of 1.47% and a net interest margin of 4%, solid expense control with an efficiency ratio of 59.22%, healthy growth momentum for both loans and deposits and stable asset quality. Now to the details behind these highlights. First, we will turn to the balance sheet, with third quarter total loan growth at $71 million, which is just under 12% annualized and up from $27 million last quarter and $10 million in the first quarter, but more in line with the $73 million in the fourth quarter last year. Year-over-year loan growth at September 30th stood at 7.9%. On the other side of the ledger, total deposits reflected an increase of $35.3 million, an annualized growth rate of 5.7%. And after being flat last quarter, growing $54 million in the first quarter and $77 million in the fourth quarter last year, year-over-year deposit growth at September 30 was 6.9%. The combined loan and deposit growth impact maintained our strong earning asset mix, our low-cost deposit funding and profitable margin, all of which are expected to continue as we go forward. Next, we will move to the income statement. Our net interest income for the third-quarter 2018 was $27.5 million, up from $26.5 million in the linked quarter and up $2.5 million or 10% from $25 million in the third quarter last year. The increase over the prior year is primarily driven by growth, but also reflects margin expansion as the loan portfolio yield has increased with the right rate hikes over the past year, while total funding costs have been less impacted. As a result, our margin this quarter was 4%, up 5 basis points from last quarter and up 9 basis points from 3.91% in the third quarter last year. On a linked-quarter basis, our yield on earning assets was up 12 basis points as our loan portfolio yield rose to 4.85% for the third quarter 2018. Our cost of interest-bearing liabilities was up 11 basis points on a linked quarter basis, mostly due to marginal rate impacts. Anticipating additional rate increases from the Fed along with our balance sheet growth outlook, we are confident that our strong earning asset mix, low cost core deposit funding base, and balanced exposure to interest rate changes will continue to generate a strong profitable margin in the 3.95% to 4% range and solid growth in net interest income. Total non-interest income was $9.9 million in the third quarter of 2018, down from $10.2 million in the linked quarter, but up from $9.5 million in the third quarter of 2017. The third quarter 2018 did include $76,000 of securities gains versus $158,000 in the third quarter last year. Excluding the securities gains, quarterly non-interest income was up year-over-year about $509,000 or 5.5%, primarily due to increases in mortgage banking and insurance commissions. Regarding mortgage banking, revenues for the third quarter of 2018 were $1.9 million, down just $136,000 from the linked quarter but up $179,000 from the third quarter of 2017. The third quarter mortgage banking originations were $74 million compared to $80.5 million last quarter and $71.8 million in the third quarter 2017. Gain on sale income was $1.3 million in the third quarter 2018, compared to $1.4 million on a linked quarter basis and $1.2 million in the third quarter last year. In addition, service charges were $3.3 million, up $182,000 or 5.8% over a year ago and insurance commissions at $3.3 million, up $172,000 or 5.6% from last year. Trust revenues continue to grow at a strong pace, up 28,000 or 5.8%. Overall, we’re very pleased with the performance of our core fee businesses in the third quarter. As for non-interest expense, third quarter expenses totaled $22.3 million, down from $22.7 million in the linked quarter, but up from $20.4 million in the third quarter 2017. Compared to the same quarter last year, non-interest expenses were up $1.8 million or 9%. This increase was primarily attributable to costs from our Metro market expansion efforts in Fort Wayne, Indiana, Toledo and Columbus Ohio in Ann Arbor, Michigan. In addition to reinvesting some of the expected benefits of Tax Reform, as we had previously indicated we expected to spend approximately $300,000 for the tax benefit per quarter going forward. Even with the increase expenses we were pleased to see our efficiency ratio back below 60% coming in at 59.22% in the third quarter 2018 versus 61.24% last quarter and 58.7% in the third quarter last year. Regarding provision expense, in the third quarter of 2018, our provision totaled $1.4 million, compared to a provision of $423,000 last quarter and $462,000 in the third quarter last year. The provision increase this quarter was due to a higher level of net charge-offs recorded, which came in at about $1.1 million or about 18 basis points on an annualized basis. Our allowance for loan loss at September 30, 2018 was $27.6 million, up $318,000 versus June 30 and up $1.3 million from $26.3 million a year ago. The allowance for loan ratio at September 30, 2018 was 1.13%, down 2 basis points from last quarter and down 3 basis points from 1.16% last year. Going forward we expect net loan losses to normalize and for provision expense to reduce by about a $0.5 million from the third quarter of 2018 level. As for the non-performing balances, non-performing loans were up this quarter to $20.9 million from $18.3 million at last quarter end, but were down significantly from $29.2 billion at September 30, 2017. On the other hand, our accruing troubled debt restructured loans this quarter $12.6 million, down $15.5 million from last quarter and $13 million a year ago. Our OREO balance declined just slightly this quarter to $1.7 million, compared to $1.8 million last quarter and $532,000 in the third quarter last year. So, in total, non-performing assets including troubled debt restructuring finished the quarter at $35.2 million, down $753,000 from the linked quarter and down $7.5 million or 17.6% from the third quarter last year. As a result of the change in NPAs at quarter end, the allowance coverage of non-performing assets was 122%, compared to 89% at September 30, 2017. We are pleased with our asset quality position, but always looking for improvement to further strengthen our growth strategies. Looking at our capital position, total period end stockholders equity finished the quarter at $393.5 million, up from $367.9 million at September 30, 2017. Our capital position remains strong with quarter end shareholders equity to assets of 12.73%, up from 12.51% last year. The bank's total risk-based capital ratio was approximately 12.7% at quarter end September 30th. Our capital position remains solid in support of our ongoing growth and shareholder value enhancement objectives. So again in summary we are very pleased with our continued strong performance in the third quarter, diluted EPS up 19.6% from a year ago, strong balance sheet growth in the quarter, asset quality strong and stable, net interest margin at 4%, efficiency ratio of 59.22%, return on assets at 1.47% and return on tangible equity of 15.68%. Our performance outlook remains very positive. That completes my financial review and now I'll turn the call back over to Don.

Don Hileman: Thank you, Kevin. I am very pleased with the results this quarter and the core earnings improvement. Our steady performance, client focused values and engaged employees fund together to deliver strong results to our shareholders. Quarter balance sheet growth with a focus on loan and deposit growth, overall revenue growth, expense control and improved asset quality, all remain areas of focus in 2018 and our key areas for 2019. This level of strategic focus was eminent through our improvements noted in several of these areas during the third quarter. Our Metro markets of Toledo and Columbus, Ohio and Fort Wayne, Indiana all saw solid growth in the third quarter and we expect solid growth performance in the coming quarters. To be a consistently high-performing community bank and agency, we know it involves more than numbers on the balance sheet, it means living our better together philosophy. We must provide our clients and communities with smart solutions that fit their needs and add value to their lives. This is why we continue to look to meet the needs of our clients, attract new clients to our bank and seek opportunities to have a positive impact on the communities we call home. Earlier this year our employees rally behind our new building better communities initiative to share knowledge and resources with current and future homeowners, and now they are pushing our fourth annual pay-it-forward campaign forward with the same passion. Therefore it is a random act of kindness that spurs others to continue the cycle of giving. These acts can be as simple as providing slipping bags to the homeless, donating school supplies for children in need or helping to start or complete the community project. And on November 14th each of our 700 employees will receive $10 to perform their own pay-it-forward. To further our commitment to better our communities and inspire others to make a difference we will also be allocating 10,000 to fund community generated ideas, outlined in project applications submitted on our website now through November 14th. When we pay or organize annual initiatives like these with our ongoing financial literacy, outreach and leadership development opportunities throughout our footprint, it is the core of who we are. Our steady performance, client focused values and our engaged employees fund together to deliver exceptional results for our shareholders. First Defiance leverages these principles to keep us moving forward to look to introduce more clients to our community approach as we expand our branch and agency network through mergers and acquisitions, and by deepening relationships and pursuing organic growth within our footprint, especially in our Metro markets. Confidence in achieving a high single-digit growth rate for the year remains as we gain more momentum in our Metro markets and increased the stability in the rest of our footprint. While we expanded our branch network to 44 with the opening of our new full-service branch and ATM in Downtown Fort Wayne, Indiana early this month, we know enhancing the customer experience is equally important. Initiatives are in place to continually enhance the digital banking experience identified by customers as grow the important to banking relationship and new projects have been adopted to monitor customer satisfaction going forward. We continue to see a migration to more digital electronic transactions by our retail and commercial clients. Our recent performance in these initiatives drive our performance and lead us to a consistently high-performing community financial services company. Growth in our insurance and wealth management revenues continue to be a focal point in the overall strategic plan. We believe these revenue sources help in our ability to grow non-interest revenue in an environment with added pressure on NSF and other deposit fees. To continue this steady progression in wealth management we have dedicated resources, working to educate employees companywide on a wealth management products and services, and build relationships with the team dedicated to providing them to our clients. This education will also allow us to deliver more personalized banking solutions to our clients by enhancing our ability to match client needs and personalize solutions. Strategic initiatives such as these lead our focus and commitment to our clients and to improving our results relative to our peer group. We are very pleased by our recent financial performance and look to both a performance driven and people focused financial partnership. We remain strongly committed to all of our clients and shareholders, and we appreciate the confidence you have placed in us as we work to make First Defiance a company known for providing smart solutions to our customers and communities. Thank you for your interest in First Defiance Financial Corporation and we thank you for joining us this morning. We will now be glad to take your questions.

Operator: Thank you, sir. [Operator Instructions] And your first question will come from Nick Cucharale of Sandler O'Neill & Partners. Please go ahead.

Nick Cucharale: Good morning, gentlemen.

Don Hileman: Good morning, Nick.

Kevin Thompson: Good morning, Nick.

Nick Cucharale: So much of the sequential growth this quarter was from CRE, is this where you continue to see opportunity from a segment perspective or did the pipeline tilt away from CRE at quarter end?

Don Hileman: No. That continues to be our -- where we see the opportunity, Nick. I mean, that’s been where our growth has been traditionally, and it is sort of our core competency, probably within our commercial lending group and sort of remains where we see the business going forward as well.

Nick Cucharale: Sounds good. And then on expenses and other sequential decline as you mentioned, could you help us think about growth in your expense base for the fourth quarter and then heading into next year?

Kevin Thompson: Well, I will give you a little bit of guidance. I think the fourth quarter, I am expecting a little more of the same as to what we had here in the third quarter. As we look at our plans for 2019, I don’t want to get too far ahead of our budgets, but obviously we will expect some progression in the following year, probably a mid-single-digit range kind of increase.

Nick Cucharale: Sounds good. And then, in terms of capital, your ratios continue to build even given the strong growth this quarter. I know you’ve raised your regular cash dividend a few times recently, but I was wondering on your thoughts on capital more generally?

Kevin Thompson: Yeah. I think we are focused on that, I think, when we look at where we want to go, we want to have a strong capital base, but we also look to how we can contribute back to our shareholders. Dividend is one thing we talk about every quarter where we might want be. This is the second quarter at this current run rate, and then we will look at with some of the contraction in the valuation, we will also look at, if there is an opportunity for buying back some of our stocks. So, all of this are still on our plate of what we look at on a quite frequent basis.

Nick Cucharale: Okay. Thanks for taking my questions.

Kevin Thompson: Thank you.

Don Hileman: Thanks.

Operator: The next question will come from Damon DelMonte of KBW. Please go ahead.

Damon DelMonte: Hi. Good morning, guys. How is it going today?

Don Hileman: Good Damon.

Kevin Thompson: Good Damon.

Damon DelMonte: Great. And just kind of follow-up on that, the CRE growth this quarter, I think, it was around $79 million of end of period increase in outstandings. Could you just provide a little color on that growth in the context of size, location, and types of credits that you have been adding?

Kevin Thompson: Yeah. We’ve -- It's been pretty diversified. There is some growth in that in the general commercial, the hotel. There’s some hotels this quarter, new construction that came online, some multifamily. So it's kind of -- we look at it kind of on a granular basis, and it was no one large concentration. It was spread out fairly well, but there was -- also spread out fairly well within our markets.

Don Hileman: Right. Although, our Metro markets continue to be the predominant source of production, I think of the $71 million, about $50 million came from what we would consider our Metro markets of Fort Wayne, Columbus, and Toledo.

Damon DelMonte: Okay. Great. And then, with respect to credit, were the charge-offs associated with maybe the exiting of some of those restructured credits or is it from the uptick in non-performing loans?

Kevin Thompson: It’s nothing to do with the restructured loans, yes, and it probably is related a little bit to the uptick in non-accruals, one loan in particular. But really most of the significant part of the increase really came from one credit where, as Don indicated, we had a reduction in collateral value on an updated appraisal. There was about 50% of the original appraisal and resulted in a loss of about $650,000. That's the one that really stood out.

Damon DelMonte: Got you. Okay. And then, with respect to the margin, Kevin, I think, you said, 3.95% to 4% kind of the close out this year and head into next year. Does that include any -- are you guys baking in any additional rate increases by the Fed?

Kevin Thompson: We are anticipating a couple, I don’t know that I am -- I have got 4% in the book yet or anything like that, but we’re still expecting some movement forward, and we tend to be a little bit cautious in terms of projecting the rate increases. We've seen our margin continue to perform very well as rates have raised steadily. We are seeing, obviously, our deposit betas catch up a little bit to the loans or should I say, yes, pays equally with the loans. And I think our margin is going to continue to be very strong as we go forward. I'm not thinking 4% is the new norm necessarily, but I think, as we do our modeling and sensitivities, the 3.90s, upper 3.90s is where we are kind of thinking we are at.

Damon DelMonte: Okay. Great. And then, I guess, just lastly, have your commercial customers or any customers for that matter, have you seen any change in their approach with the tariffs impact from the tariffs?

Don Hileman: We have some clients that are affected by the tariffs. A couple of those have price agreements that automatically adjust upward. So they are not concern from a pricing standpoint, more concerned where that might do to volume. But I'm not hearing from our commercial team right now that they anticipate a significant impact yet on our business based on the tariffs.

Damon DelMonte: Okay. Could happen?

Don Hileman: Right.

Damon DelMonte: Yeah. Okay. Great. That’s all I have for now. Thanks.

Kevin Thompson: All right.

Don Hileman: Thank you, Damon.

Kevin Thompson: Thanks, Damon.

Operator: [Operator Instructions] The next question will be from Christopher Marinac of FIG Partners. Please go ahead.

Christopher Marinac: Thanks. Good morning, guys.

Don Hileman: Good morning.

Kevin Thompson: Good morning.

Christopher Marinac: Don, I was wondering about your M&A outlook just from the perspective of kind of how prices have evolve over the last couple of months. Does that make it more interesting for sellers to talk with you or does it create a headwind as you can sort of see how M&A may play out in the future?

Don Hileman: Good question. I think it give a little bit more emphasis and probably a lot more conversations going on there. As you start to look at the pricing environment where we are today, makes it little bit more challenging. So on one side I think there is more opportunities. On the other side little bit more challenging from price expectations.

Christopher Marinac: Okay. Great. And then, could you just update us on Columbus and both in terms of new loan and deposit activity there?

Don Hileman: Yeah. Most of activity in Columbus is going to be in new loan. It’s going to be CRE driven and we are still getting a lot of good looks and good pricing opportunities relatively speaking from some of the other markets in Columbus. Our deposit growth in Columbus is going to be a little lagging. We do have an office. But that's one of the initiatives as we work for through ’19, how can we generate a little bit more funding for the loan growth in the Columbus market. It’s a lagging I guess the other market right now, I guess.

Kevin Thompson: Right. I think our footings are up to about $250 million in the loan portfolio. So, again, it's really been a nice progression there. On the deposit side though we’re still very new to the game as Don indicated, we really don't have a full retail strategy and I think our totals are $10 million plus or minus on the deposit side only.

Christopher Marinac: Okay. Great. If you kind of juxtapose Michigan as another sort of alternatives, you are farther along there, just compare that versus your core higher markets?

Don Hileman: Would you repeat that question, Chris, I am sorry?

Christopher Marinac: Yeah. I expect the Board on the -- I was extending on the deposit side, so you know your comment…

Don Hileman: Yeah.

Christopher Marinac: … on deposit in Columbus, so we compare that with Michigan and some of your markets are not necessarily brand-new, but their new…

Don Hileman: Right.

Christopher Marinac: … long-term, how those are going and first is the Ohio?

Don Hileman: Oh! You're right.

Christopher Marinac: Yeah.

Don Hileman: The legacy market deposit growth impact is very good this quarter and Michigan continues to be a key source of new deposit funding for us. We have very strong position in the markets that we operate in there -- up there and continue to do very well, so that’s true.

Christopher Marinac: Can you tell any sort of discernible impact or maybe discernible difference in rates for new money in some of your rural markets versus your Metro markets, just curious if there's a definable difference that you can pinpoint?

Don Hileman: I would say there certainly is and we are pricing accordingly to the market conditions, but certainly the Metro markets are much higher price than we are experiencing and the legacy markets. It’s not to say that there isn’t competitive pricing in the legacy markets, but it certainly at a different level.

Christopher Marinac: Okay. Great. Thanks, Kevin. Thank you, Don. Appreciate your…

Don Hileman: Sure.

Kevin Thompson: Thank you.

Christopher Marinac: Appreciate your answers.

Operator: And the next question will be from Daniel Cardenas of Raymond James. Please go ahead.

Daniel Cardenas: Hey. Good morning, guys.

Don Hileman: Good morning, Dan.

Kevin Thompson: Good morning, Dan.

Daniel Cardenas: Most of my questions have been asked, just a couple housekeeping questions here. So, Kevin, on the provision guidance that you gave, you're saying that the number should be approximately $0.5 million lower than the third quarter number for Q4, is that correct?

Kevin Thompson: That is correct.

Daniel Cardenas: Okay. And then as we think -- kind of think about the provisioning on a go-forward basis, is that kind of a good run rate are in that number potentially come down a little bit?

Kevin Thompson: Yeah. I think it’s in that range, Dan, okay.

Daniel Cardenas: Okay.

Kevin Thompson: I mean, depending upon growth of the quarter could be a little less, little more, all kind of depends with some of that.

Daniel Cardenas: Okay. Fair enough. And then, how should we be thinking about your tax rate on a go-forward basis?

Kevin Thompson: Yeah. It came down a little bit this quarter. But I still -- when we do our modeling, I think, 18.5 is still a good number from an effective tax rate.

Daniel Cardenas: Okay. Great. That’s all I have for right now. Thanks, guys.

Don Hileman: Sure.

Kevin Thompson: Okay.

Don Hileman: Thanks a lot, Dan.

Kevin Thompson: Thank you.

Operator: [Operator Instructions] I am showing no additional questions, we will conclude the question-and-answer session. I would like to hand the conference back over to Tera Murphy for closing remarks.

Tera Murphy: Thank you for joining us today as we discussed our quarterly results. We appreciate your time and interest in First Defiance Financial Corp. Have a great day.

Operator: Thank you. Ladies and gentlemen, the conference has concluded. Thank you for attending today's presentation. At this time, you may disconnect your lines.