Exhibit 13
Growth by Design
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First Defiance
Financial Corp.
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2005 Annual Report
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TABLE OF CONTENTS
Financial Highlights...........................................................1
Chairman's Letter..............................................................2
Growth by Design...............................................................4
Designing a High Performing Community Bank.....................................6
Board and Executives...........................................................9
Shareholder Information........................................Inside Back Cover
First Defiance Financial Corp. Annual Report
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First Defiance Financial Corp., headquartered in Defi ance, Ohio, is the holding
company for First Federal Bank of the Midwest and First Insurance & Investments.
First Federal Bank operates 25 full service branches and 31 ATMs in 12 counties
in northwest Ohio. First Insurance & Investments is the largest property and
casualty insurance agency in the Defiance, Ohio area, specializing in life and
group health insurance as well as fi nancial planning.
Founded in 1920 and chartered in 1935 as a mutual savings and loan company,
First Federal converted to a Mutual Holding Company and issued its fi rst stock
to the public and employees in 1993. In September 1995, First Federal converted
to a full stock company, trading on the NASDAQ National Market under the ticker
symbol FDEF. At the same time, First Defiance Financial Corp. was founded as the
holding company for First Federal. The bank's name was changed to First Federal
Bank of the Midwest in 1999, to reflect its desire to provide more comprehensive
financial products and services. Since 2003, First Defiance has acquired three
banking offices and two whole banks, opened three de novo offices and broken
ground for two more offices in our market area.
Statements contained in this Annual Report may not be based on historical facts
and are "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1993, as amended, and Section 21B of the Securities Act of
1934, as amended. Actual results could vary materially depending on risks and
uncertainties inherent in general and local banking and insurance conditions,
competitive factors specific to markets in which the Company and its
subsidiaries operate, future interest rate levels, legislative and regulatory
decisions or capital market conditions. The Company assumes no responsibility to
update this information. For more details, please refer to the Company's SEC
filings, including its most recent Annual Report on Form 10-K and quarterly
reports on Form 10-Q.
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Growth by Design
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2005 Financial Highlights
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Diluted Core Operating Earnings Per Share
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Annual Dividends Per Share
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Net Interest Income
(in thousands)
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(In thousands, except per share amounts)
2005 2004 2003
At Period End:
Assets $ 1,461,082 $ 1,126,667 $ 1,040,599
Loans, net 1,164,481 878,912 735,255
Deposits 1,069,501 797,701 728,996
Stockholders' equity 151,216 126,874 124,269
Book value per share $ 21.34 $ 20.20 $ 19.64
Tangible book value per share $ 15.81 $ 17.19 $ 16.39
Stockholders' equity to assets 10.35% 11.26% 11.94%
Average Balances:
Assets $ 1,364,797 $ 1,070,803 $ 975,047
Loans, net 1,089,942 806,877 667,165
Deposits 1,018,777 755,328 680,539
Stockholders' equity 144,983 125,920 121,234
Summary of Operating Results:
Net interest income $ 47,282 $ 34,350 29,776
Provisions for loan losses 1,442 1,548 1,719
Non-interest income (excluding securities gains) 14,703 12,570 14,906
Securities gains (losses) 1,222 1,426 1,575
Non-interest expense 43,942 31,200 27,126
Net income 11,970 10,796 12,082
Acquisition-related and other significant 3,476 1,927 --
non-recurring transactions
Core operating earnings* 14,229 12,049 12,082
Basic earnings per share $ 1.75 $ 1.77 $ 2.00
Diluted earnings per share $ 1.69 $ 1.69 $ 1.91
Basic core operating earnings per share $ 2.08 $ 1.98 $ 2.00
Diluted core operating earnings per share $ 2.01 $ 1.89 $ 1.91
Dividend per share $ 0.90 $ 0.82 $ 0.65
Return on average equity--core operations 9.81% 9.57% 9.97%
Return on average assets--core operations 1.04% 1.13% 1.24%
*Core operating earnings reflect net income less the after-tax impact of
acquisition-related and other significant non-recurring transactions.
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First Defiance Financial Corp. 1
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Dear Shareholders:
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William J. Small
Chairman, President and CEO
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"Growth by Design" appropriately describes the accomplishments of 2005. It
was both a challenging and rewarding year for First Defiance Financial Corp.,
and one that we believe puts us in an advantageous position for the future.
During the first four months of 2005, we closed on and converted two whole
bank acquisitions. In January, we added four offices in Allen County, Ohio with
the acquisition of The Commercial Bank of Delphos. In April, we added three
offices in the greater Toledo, Ohio area by acquiring Genoa Savings and Loan.
With the addition of these new offices, the First Federal Bank franchise now
consists of 25 banking centers in 12 counties throughout northwest Ohio, and as
of December 31, 2005, total assets reached $1.46 billion.
The acquisitions and conversions were successful because of the hard work
and dedication of all our associates, and our well designed and implemented
plan. The time and energy devoted to completing the acquisitions themselves
stretched our resources, but the greater challenge involved integrating our
strategy in the new market areas and integrating our culture in the acquired
entities. I am delighted to report that both acquisitions have outperformed our
expectations in account retention and are already creating expanded relationship
opportunities.
I'm also pleased to note that throughout the acquisition period and the
remainder of the year, we effectively executed our community financial services
business plan. Loan growth and deposit growth were both very strong, over and
above the balances added through the acquisitions. Excluding the acquisitions,
average loan balances grew 12.4% during 2005 and deposits overall were up
substantially, led by non-interest bearing deposits, which increased 14.5%. The
loan growth did not come at the expense of quality, as we continued to
outperform our peer groups in asset quality ratios.
In addition to the acquisitions in 2005, we also built and opened a new
north-side office in Defiance. This office combined our smaller north-side
facility and our Kmart in-store branch into one larger banking center with
expanded evening and weekend hours. The response to this more convenient option
in a high retail area has been very positive, prompting us to look for other
opportunities within our system to replicate this model. One of those sites is
in Napoleon, where we are relocating an office to a higher-traffic site and
planning to open this spring. We also have a branch under construction in the
Shawnee area of Lima that has great potential for deposit generation as well as
mortgage loan originations when it opens in early fall of this year.
Of course, the world did not stand still while we worked on achieving our
company goals. Along with the side effects of unprecedented growth, we had to
address challenges presented by a changing interest rate environment, soaring
energy prices, and record bankruptcy filings in our area and across the country.
All of these factors combined to create quite a remarkable environment for the
banking industry as a whole in 2005.
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2 Growth by Design
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Another significant transition in our company took place at the end of the
year. Don C. Van Brackel retired from his position as Director and Vice Chairman
of our Board of Directors effective December 31, 2005. Don was my predecessor as
Chairman and CEO of First Defiance and served our employees, shareholders and
communities faithfully and diligently since 1979. He had the vision and courage
to move the Company forward with a comprehensive business plan and essentially
established the foundation upon which we continue to build. To me personally, he
is not only a mentor, but also a friend. I offer many thanks to Don and best
wishes on his retirement.
There's no question that the effort required to integrate the two
acquisitions in 2005 caused us to divert energy from other areas. As we move
forward into 2006, we are focused on operating efficiently. We must achieve
maximum production from all of our business generators to drive the revenue
necessary to achieve our goals. We will establish a customer-centric,
consultative sales culture throughout the organization. We will improve the
processes that directly affect our customers. We will grow low-cost deposits
that will allow us to fund even greater loan growth. And as always, we will look
for ways to increase efficiency without sacrificing our effectiveness. We expect
our growth in 2006 to come from within our existing structure rather than
through acquisitions. However, we will continue to evaluate other potential
sites for additional offices to enhance or expand current markets.
I am anticipating continued profitability and growth at First Defiance. We
have worked relentlessly over the last several years to build a franchise that
places us in markets with exciting potential. We are encouraged by what has
developed in these newer markets, in addition to the strong presence we enjoy in
our established markets. At $1.5 billion in assets and with a business
philosophy focused on relationship building, we are in a unique position to
offer a complete menu of products and services, while remaining flexible enough
to react to our customers' needs.
We appreciate your interest and investment in First Defiance Financial
Corp. and look forward to another year of Growth by Design.
Sincerely,
/s/ William J. Small
William J. Small
Chairman, President and CEO
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First Defiance Financial Corp. 3
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Growth by Design
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Progressive companies continually seek advantageous growth opportunities. Growth
builds momentum, keeps an organization energized and prevents complacency from
setting in. The risk with rapid growth is that it could be carried out
haphazardly, resulting in major mistakes and negative consequences for customers
and shareholders.
At First Defiance Financial Corp., our growth in 2005 was accomplished through
careful planning and design, putting our customers' needs and concerns first. In
addition to significant organic growth, the strategic plan called for two bank
acquisitions, the grand opening of a new office, and groundbreaking for two more
offices to take place over the course of the year. Considering that the
combination of these events would change the footprint and complexity of the
entire organization, First Federal Bank developed a detailed plan to manage the
process and minimize customer impact. The result of our meticulous efforts was
the successful retention of customers from both The Commercial Bank and The
Genoa Savings and Loan acquisitions, and a grand opening that exceeded budgeted
growth expectations.
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Fast Facts:
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In 2005, First Defiance Financial Corp. and its subsidiary, First Federal Bank,
experienced 30% growth in asset size, adding:
o 22,499 new customers
o 7 new branches
o 2 new counties to the footprint
o 122 employees
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Groundbreaking for the Napoleon North office, opening April, 2006
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Changing the sign from Genoa Savings to First Federal Bank in Perrysburg
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Ribbon Cutting for the new Defiance North office, which opened April, 2005
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First Federal Bank's Delphos office, acquired in the ComBanc, Inc. acquisition
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4 Growth by Design
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Growth by Design
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First Federal Bank
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Branch Locations
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We know the conversion of accounts from one institution to another is just the
first step in any acquisition. We continue to work on integration issues such as
employee training, customer education and the building of our brand in the new
markets. We have moved into the markets with determination and are confident
that we are uniquely suited to fill the community banking void in those markets.
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The ad campaigns for the 2005 acquisitions conveyed First Federal Bank's
commitment and excitement about our presence in these markets.
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First Defiance Financial Corp. 5
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Designing a High Performing Community Bank
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Even in today's challenging financial environment, First Federal Bank thrives.
We believe in putting the customer first, making each and every transaction
personal and accurate, serving as trusted advisors to our clients, being
involved in and supportive of our communities, and making decisions locally.
These core values form the foundation of our long-term strategic initiatives as
well as our day-to-day interactions with customers. By making deliberate choices
and putting together a measured strategy that preserves our core values as we
grow, we are making advances toward our definition of a high performing
community bank.
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Deb Burkey, Branch Manager for Napoleon Main, reviews new product offerings with
Sylvia Lecklider.
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Fast Facts:
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In 2005, First Federal Bank:
o Grew retail deposits by 38%.
o Kept net loan charge-offs for the year at a low 0.07% of average loans,
despite inheriting a troubled loan portfolio with acquisitions.
o Developed a new money market account, two new mortgage loan products and
two new checking accounts to meet the needs of our customers.
o Donated over $300,000 and countless hours of volunteer time to community
improvement projects.
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FIRST FEDERAL BANK COMMUNITY ADVISORY BOARDS
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DEFIANCE, OHIO
Craig Hoffman
Mast-Mock-Hoffman
Funeral Home
Mike Koester
Koester Corporation
Rick Weaver
Poggemeyer Design
DELPHOS, OHIO
C. Stanley Strayer
Retired, Elida Local Schools
Richard Thompson
Thompson Seed Farm
Robert J. Schulte
HR Services
Timothy DeHaven
DeHaven Garden Center
FINDLAY, OHIO
James Koehler
Country Club Acres, Inc.
Paul Kramer
Kramer Enterprises, Inc.
M. Michael Roberts
dmh Toyota-Lift
Alan Tong, M.D.
Cascade Women's Health
FOSTORIA, OHIO
Steve Dandurand
Corporate One Benefit Agency, Inc.
Peggy Frankart
Fostoria Community Hospital
Frank Kinn
Business/Financial Consultant
Lynn Radabaugh
M& B Asphalt
Tom Reineke
Reineke Ford
HICKSVILLE, OHIO
Larry Haver
Haver Construction & Lumber
Michael Headley
H & W Automotive Parts, Inc.
Robert Ramus
Robert Ramus D.D.S.
NAPOLEON, OHIO
Jeffery Spangler
Holgate Metal Fab, Inc.
Kay Wesche
Henry County Development Services
Bradley Westhoven
Midwest Trim, Inc.
Susan Witt
Gerken Paving
Greg Beck
Beck's Construction
OTTAWA, OHIO
Kevin Ellerbrock
Kevin Ellerbrock Construction
Kenneth Konst
Farmer
Mike Ruhe
Ret. Supt. O-G Schools
Dean Walther
Optometrist
PAULDING, OHIO
Joseph Burkhard
Paulding County Prosecutor
Jeff Clark
JA Clark Home Improvements
William Shugars
Paulding School Administration
WAUSEON, OHIO
Kerry Ackerman
J and B Feed Company
Bill Fortier
Aquatek Water Conditioning
Leon Mann
Trailite Sales, Inc.
Steven McElrath
BMW Services
WILLIAMS CO., OHIO
Stacey Bock
C.P.A.
Walter Bumb
D.D.S.
LeRoy Feather
Community Hospitals of Williams Co.
Renee Isaac
Martin Sostoi
Attorney
James (Chip) Wood
Bryan Ford Lincoln Mercury
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6 Growth by Design
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Designing a High Performing Community Bank
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Dave Figley, Commercial Lender in Defiance, discusses commercial services with
Brad Mangas of B.E. Mangas Construction.
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An integral part of a high performing community bank is the ability to provide
quality commercial services that meet the needs of both small and large
businesses. At First Federal Bank, we blend the personalized services and
flexibility of a community bank with the lending capacity of a much larger bank.
This advantage has contributed to our dramatic commercial loan growth over the
years and has helped us design beneficial partnerships with a variety of
commercial customers.
Asset Quality Measures
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Commercial and Non-Residential Real Estate Loan Growth
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First Defiance Financial Corp. 7
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First Insurance & Investments
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First Insurance & Investments is a full-service insurance and financial planning
entity that completes the First Defiance Financial Corp. picture. Led by
experienced insurance professionals and financial planners, the company provides
property and casualty protection, life insurance, employee benefits and
investment services to thousands of customers in northwest Ohio. Operating from
a similar set of core values as First Federal Bank, the First Insurance &
Investments staff wants to meet the individual financial needs of each customer
in a personalized way. First Insurance & Investments offers "Solutions for Today
and Tomorrow."
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Steve Grosenbacher and Karen Dickerson of First Insurance & Investments discuss
a variety of insurance opportunities with Mike McCann, owner of ServiceMaster of
Defiance.
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FIRST INSURANCE & INVESTMENTS, INC.
L to R Steven P. Grosenbacher, President, Timothy S. Whetstone, Executive
Vice President, Lawrence H. Woods, Executive Vice President,
Kenneth G. Keller, Executive Vice President
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Commission Income
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8 Growth by Design
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First Defiance Financial Corp.
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BOARD OF DIRECTORS
Seated (L to R): William J. Small, Stephen L. Boomer, James L. Rohrs, John L.
Bookmyer, Gerald W. Monnin
Standing (L to R): Dwain I. Metzger, Peter A. Diehl, Thomas A. Voigt,
Douglas A. Burgei, John U. Fauster, Samuel S. Strausbaugh
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1. Permanent Member of Executive Committee
2. Audit Committee
3. Investment Committee
4. Compensation Committee
5. Long Range Planning Committee
6. Corporate Governance Committee
7. Trust Committee
8. First Insurance & Investments Board of Directors
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Don C. Van Brackel
Vice Chairman
Retired, December 2005
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FIRST DEFIANCE FINANCIAL CORP. BOARD OF DIRECTORS
William J. Small - 1,3,7,8
Chairman, President, and Chief Executive Officer,
First Defiance Financial Corp.
Age 55, Joined Company in 1994,
Director Since 1998
Stephen L. Boomer - 1,2,4,6,7,8
Vice Chairman, First Defiance Financial Corp.
President, Arps Dairy,
Defiance, Ohio
Age 55, Director Since 1994
John L. Bookmyer - 2,4
Executive Vice President, Blanchard Valley Medical Center
Age 41, Director Since 2005
Douglas A. Burgei, D.V.M. - 3,5,6
Veterinarian, Napoleon, Ohio
Age 51, Director Since 1995
Peter A. Diehl - 2,4,5
President, Diehl, Inc.
Defiance, Ohio
Age 55, Director Since 1998
John U. Fauster, III, D.D.S. - 3,5,6
Retired Dentist, Defiance, Ohio
Age 68, Director Since 1975
Dwain I. Metzger - 5
Farmer, Elida, Ohio
Age 64, Director Since 2005
Gerald W. Monnin - 2,4,6
Retired Business Owner
Defiance, Ohio
Age 67, Director Since 1997
James L. Rohrs - 1,3,8
President and Chief Operating Officer,
First Federal Bank; Executive Vice President,
First Defiance Financial Corp.
Age 58, Joined Company 1999,
Director Since 2002
Samuel S. Strausbaugh - 3,5,8
Chief Financial Officer, Defiance Metal Products
Defiance, Ohio
Age 42, Director Since 2006
Thomas A. Voigt - 4,5,6
Vice President, General Manager
Bryan Publishing Company
Bryan, Ohio
Age 63, Director Since 1995
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First Defiance Financial Corp. 9
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First Defiance Financial Corp.
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EXECUTIVE VICE PRESIDENTS
Seated L to R: Dennis E. Rose, Gregory R. Allen, John C. (Jack) Wahl
Standing L to R: Jeffery D. Vereecke, Rachel L. Ulrich
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FIRST FEDERAL BANK OF THE MIDWEST OFFICERS
William J. Small
Chairman and
Chief Executive Officer
James L. Rohrs
President, Chief Operating Officer
Northern Market Area President
Gregory R. Allen
Executive Vice President,
Southern Market Area President
Dennis E. Rose, Jr.
Executive Vice President,
Operations
Rachel L. Ulrich
Executive Vice President,
Human Resources
Jeffery D. Vereecke
Executive Vice President,
Retail Banking
John C. Wahl
Executive Vice President, Finance
Chief Financial Officer
John W. Boesling
Senior Vice President, Secretary
Patricia A. Cooper
Senior Vice President, Operations
Steven H. Caryer
Senior Vice President,
Financial Strategies, Controller
Timothy K. Harris
Senior Vice President,
Commercial Lending
Nancy K. Kistler
Senior Vice President,
Loan Operations
Kathleen A. Miller
Senior Vice President,
Information Technology
Eric A. Morman
Senior Vice President,
Commercial Lending
Michael D. Mulford
Senior Vice President,
Credit Administration
Patrick S. Rothgery
Senior Vice President,
Residential Lending
Paul N. Windisch
Senior Vice President,
Retail Administrator
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FIRST DEFIANCE FINANCIAL CORP. CORPORATE OFFICERS
William J. Small
Chairman, President
and Chief Executive Officer
Joined Company in 1994
Stephen L. Boomer
Vice Chairman
Officer Since 2006
John C. Wahl
Executive Vice President, Chief Financial Officer and
Corporate Treasurer
Age 45, Joined Company in 1994
James L. Rohrs
Executive Vice President, First Defiance Financial Corp.
President, Chief Operating Officer, First Federal Bank
Joined Company in 1999
John W. Boesling
Senior Vice President, Corporate Secretary
Age 58, Joined Company in 1971
Rachel L. Ulrich
Executive Vice President
Age 40, Joined Company in 1996
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10 Growth by Design
Shareholder Information
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Annual Meeting Securities Listing Dividends Policy
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The Annual Meeting of First Defiance Financial Corp. Cash dividends on the common
Shareholders of First Defiance common stock trades on the stock are declared quarterly
Financial Corp. will be held National Market System of the and have been paid since First
on Tuesday, April 18, 2006 at NASDAQ Stock Market under the Defiance and its predecessor,
1:00 p.m. at the office of First symbol FDEF. First Federal Savings and
Federal Bank, 601 Clinton Street, Loan, went public in 1993. The
Defiance, Ohio 43512. companys Board of Directors has
As of March 3, 2006, there were increased the quarterly rate ten t
approximately 2,170 stockholders imes since 1997. The current
of record and 7,152,942 shares annual dividend rate is $.96 per
Investor Information outstanding. share.
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Shareholders, investors and
analysts interested in additional
information about First Defiance Price Range Dividend Reinvestment Plan
Financial Corp. may contact --------------------------------- -----------------------------------
Jack Wahl, Chief Financial Year Ended December 31, 2005 Shareholders may automatically
Officer, at the corporate office, reinvest dividends in additional
(419)782-5015. High Low First Defiance Financial Corp.
First Quarter $29.90 $26.00 common stock through the
Second Quarter $30.46 $25.29 Dividend Reinvestment Plan,
Third Quarter $31.44 $26.21 which also provides for purchase
Fourth Quarter $30.06 $25.56 by voluntary cash contributions.
For additional information,
please contact the Registrar and
Transfer Company at 800-368-
Stock Transfer Agent Year Ended December 31, 2004 5948.
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Shareholders with questions High Low
concerning the transfer of First Quarter $29.00 $26.60 Auditors
shares, lost certificates, Second Quarter $28.88 $22.07 -----------------------------------
dividend payments, dividend Third Quarter $26.80 $19.28 Crowe Chizek and Company LLC
reinvestment, receipt of multiple Fourth Quarter $30.65 $24.00 330 East Jefferson Boulevard
dividend checks, duplicate South Bend, IN 46624
mailings or changes of address
should contact:
General Counsel
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Registrar and Transfer Company Vorys, Sater, Seymour and Pease LLP
First Defiance Financial Corp. Suite 2100 Atrium Two
Transfer Agent 221 East Fourth Street
Cincinnati, Ohio 45201
10 Commerce Drive
Cranford, NJ 07016-3573
Telephone: 800-368-5948
[LOGO]
First Defiance Financial Corp. Headquarters
601 Clinton Street
Defiance, OH 43512
www.fdef.com
419-782-5015
[LOGO]
First Federal Bank of the Midwest
601 Clinton Street
Defiance, OH 43512
www.first-fed.com
419-782-5015
[LOGO]
First Insurance & Investments
419 Fifth Street, Suite 1200
Defiance, OH 43512
www.firstii.com
419-782-5431
For investor relations information
access www.fdef.com
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