EXHIBIT 99.1 ------------ FOR IMMEDIATE RELEASE MEDIA CONTACT: Tina Farrington, 419-784-2549, rfcmkt@rurban.net INVESTOR CONTACT: Sandra Stockhorst, 419-784-4023, rfcinv@rurban.net RURBAN FINANCIAL CORP. REPORTS SECOND QUARTER 2003 EARNINGS DEFIANCE, Ohio, July 24, 2003/PRNewswire-FirstCall/ -- Rurban Financial Corp. (Nasdaq: RBNF - News; "Rurban"), a leading provider of full-service banking, investment management, trust services and bank data processing, today announced second quarter earnings and the on-target completion of the restructuring plan previously communicated to shareholders. Earnings for the second quarter 2003 are $6.5 million or $1.42 per diluted share compared with a loss of $7.6 million or $1.68 per diluted share for the same period a year ago. Earnings totaled $11.8 million or $2.59 per diluted share for the six months ended June 30, 2003, compared with a loss of $7.4 million or $1.64 per diluted share for the same six-month period in 2002. Rurban's President and Chief Executive Officer, Kenneth A. Joyce said, "We have completed the final phase of our corporate restructuring during the second quarter with the sale of our Hancock and Putnam County Branches. Rurban reduced debt levels at the holding company and significantly increased our risk based capital levels with the pretax gains of approximately $12.0 million from the branch sale. Expenses incurred during the quarter, associated with the restructuring, totaled approximately $2.2 million and are reflected principally in the Professional Fees category which included such items as legal costs and consulting fees." Joyce cautioned, "We have made significant progress in turning Rurban around, however, our future growth will continue to be influenced by general economic conditions and the overall economic recovery which appears to be slowly underway." Net interest income, on a linked quarter basis, declined approximately $1.6 million from the first quarter of 2003. These reductions were expected and budgeted as a natural result of the sale of the Hancock and Putnam County branches during the quarter. Included in the branch sale were approximately $77 million of loans and the related interest income on those earning assets. Earning asset levels associated with these branches were reduced by approximately $74 million earlier in the quarter in anticipation of the liquidity needed for closing the transaction. The State Bank and Trust Company also experienced a reduction of loan volume of approximately $40 million primarily in the commercial loans and secondarily residential mortgages as consumers continued their refinancing activity. The company attributes the current loan level decline at State Bank to its exiting of the Cleveland market and having its loan staff focused on loan work outs, training as well as policy and procedure enhancement. The results of this investment will provide the foundation for the bank to achieve its goal of a high performance organization. Non-interest income, on a linked quarter basis, excluding the branch sales gains recorded in both the first and second quarter of this year, decreased by almost five percent or $203,000. Expected lower data service fees and bank customer service fees, due to the branch sales, were principally responsible for this decrease. Although overall trust fees were slightly lower; profit improvement was achieved. Significant effort was expended throughout the second quarter of 2003 relating to exploring opportunities to improve the fee income portion of our revenue stream with the recommendations projected to be implemented during the third and fourth quarter of 2003. Non-interest expenses, on a linked quarter basis, were up almost 15% from first quarter 2003 levels. Driving this expense increase were fees and costs primarily associated with the branch sales, which included both consulting fees, legal costs, and higher professional fee levels, associated with the revenue enhancement and expense reduction project completed in the second quarter. Costs related to relocations resulting from the restructuring and other staff changes were recognized in other expenses. The reductions in the other expense categories, such as occupancy, printing and office supplies and postage and delivery expenses were a function of the branch sales and elimination of associated overhead expenses. Joyce summarized, "Rurban's second quarter marked the very successful completion of key initiatives which will provide us the ability to focus on rebuilding our franchise, improving customer service levels and creating shareholder value. We have successfully laid the ground work in the company to allow us to return to a more normal business environment during the second half of the year." Joyce added, "We will continue to be relentless in our pursuit of excellence throughout the Corporation in all of our banking and business practices." ABOUT RURBAN FINANCIAL CORP. - ---------------------------- Rurban Financial Corp. is a publicly held bank holding company based in Defiance, Ohio and is located on the Internet at http://www.rurbanfinancial.net. Rurban's common stock is quoted on the Nasdaq National Market System under the symbol RBNF. The Company currently has 10,000,000 shares of stock authorized and 4,565,721 shares outstanding. Rurban's wholly owned subsidiaries are The State Bank and Trust Company, Reliance Financial Services, N.A., Rurbanc Data Services, Inc. (RDSI) and RFCBC Loan Subsidiary. The bank offers a full range of financial services through their offices in Defiance, Paulding and Fulton Counties. Reliance Financial Services offers a diversified array of trust and financial services to customers nationwide. RDSI provides data processing services to community banks in Ohio, Michigan and Indiana. Forward-Looking Statements - -------------------------- Certain statements within this document, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties and actual results may differ materially from those predicted by the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties inherent in the national and regional banking, insurance and mortgage industries, competitive factors specific to markets in which Rurban and its subsidiaries operate, future interest rate levels, legislative and regulatory actions, capital market conditions, general economic conditions, geopolitical events, the loss of key personnel and other factors. Forward-looking statements speak only as of the date on which they are made, and Rurban undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made. All subsequent written and oral forward-looking statements attributable to Rurban or any person acting on our behalf are qualified by these cautionary statements. RURBAN FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - UNAUDITED June 30, 2003, December 31, 2002 and June 30, 2002 June December June 2003 2002 2002 ------------- ------------- ------------- ASSETS Cash and due from banks $ 28,290,819 $ 37,018,337 $ 21,902,810 Federal funds sold 45,300,000 14,000,000 5,950,000 ------------- ------------- ------------- Cash and cash equivalents 73,590,819 51,018,337 27,852,810 Interest-earning deposits in other financial institutions 660,000 260,000 270,000 Available-for-sale securities 77,686,612 115,108,762 94,620,537 Loans held for sale 0 63,536,309 1,780,835 Loans, net of allowance for loan losses of $12,299,309 at June 30, 2003; $17,693,841 at December 31, 2002; and $19,016,725 at June 30, 2002 313,029,132 469,780,785 624,295,651 Premises and equipment, net 11,749,767 14,695,613 13,215,071 Federal Reserve and Federal Home Loan Bank Stock 3,728,900 3,665,900 3,593,500 Foreclosed assets held for sale, net 1,198,070 1,960,276 274,469 Accrued interest receivable 2,169,656 3,966,721 4,891,489 Deferred income taxes 5,397,313 5,495,812 1,945,129 Goodwill 2,144,303 2,323,643 2,475,573 Core deposits and other intangibles 706,742 770,777 654,325 Other assets 655,343 9,733,744 12,411,335 ------------- ------------- ------------- Total assets $ 492,716,657 $ 742,316,679 $ 788,280,724 ============= ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Demand $ 45,991,520 $ 46,114,153 $ 52,876,568 Savings, NOW and money market 107,058,255 117,738,013 184,632,246 Time 211,632,260 404,007,515 408,821,624 ------------- ------------- ------------- Total deposits 364,682,035 567,859,681 646,330,438 Deposits held for sale 0 68,175,660 0 Notes payable 14,461,049 6,000,000 7,000,000 Advances from Federal Home Loan Bank 39,500,000 47,850,000 57,350,000 Trust preferred securities 10,000,000 10,000,000 10,000,000 Accrued interest payable 2,241,987 2,971,448 2,997,021 Other liabilities 13,674,495 3,077,558 21,796,083 ------------- ------------- ------------- Total liabilities 444,559,566 705,934,347 745,473,542 Shareholders' Equity Common stock: stated value $2.50 per share; shares authorized: 10,000,000; shares issued: 4,575,702; shares outstanding: 2003 - 4,565,721; 2002 - 4,565,721 11,439,255 11,439,255 11,439,255 Additional paid-in capital 11,009,733 11,009,733 11,009,733 Retained earnings 25,683,244 13,904,212 19,888,360 Accumulated other comprehensive income (loss), net of tax of $320,074 in 2003 and $342,530 in 2002 621,320 664,911 1,195,173 Unearned ESOP shares (281,447) (320,765) (410,325) Treasury stock (315,014) (315,014) (315,014) ------------- ------------- ------------- Total shareholders' equity 48,157,091 36,382,332 42,807,182 ------------- ------------- ------------- Total liabilities and shareholders' equity $ 492,716,657 $ 742,316,679 $ 788,280,724 ============= ============= ============= RURBAN FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED For The Second Quarter Ended June 30, 2003 and First Quarter 2003 Second Quarter First Quarter 2003 2003 ------------ ------------ Interest income Loans $ 6,362,205 $ 8,790,024 Taxable 638,845 811,477 Tax-exempt 44,391 39,925 Other 179,205 101,023 ------------ ------------ Total interest income 7,224,646 9,742,449 Interest expense Deposits 2,886,822 3,839,800 Other borrowings 150,247 93,764 Federal Home Loan Bank advances 599,801 653,502 Trust preferred securities 267,944 265,000 ------------ ------------ Total interest expense 3,904,814 4,852,066 ------------ ------------ NET INTEREST INCOME 3,319,832 4,890,383 Provision for loan losses 300,000 1,194,000 ------------ ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,019,832 3,696,383 Noninterest income Data service fees 2,186,261 2,223,184 Trust fees 596,432 671,502 Customer service fees 559,037 636,256 Net gain on sales of loans 150,998 151,412 Net realized gains (losses) on sales of available-for-sale securities (2,901) 26,533 Loan servicing fees 111,484 117,453 Gain (loss) on sale of assets 11,914,699 8,035,912 Other income 155,384 133,153 ------------ ------------ Total noninterest income 15,671,394 11,995,405 Noninterest expense Salaries and employee benefits 3,710,122 3,814,914 Net occupancy expense 303,215 396,354 Equipment expense 1,057,472 1,059,154 Data processing fees 129,392 89,687 Professional fees 2,034,581 774,662 Marketing expense 92,677 100,854 Printing and office supplies 133,323 165,137 Telephone and communication 186,846 197,511 Postage and delivery expense 140,876 191,074 State, local and other taxes 169,032 158,399 Other expenses 895,838 721,739 ------------ ------------ Total noninterest expense 8,853,374 7,669,485 ------------ ------------ INCOME BEFORE INCOME TAX EXPENSE 9,837,852 8,022,303 Income tax expense 3,358,451 2,722,672 ------------ ------------ NET INCOME $ 6,479,401 $ 5,299,631 ============ ============ Earnings per common share: Basic $ 1.42 $ 1.17 ============ ============ Diluted $ 1.42 $ 1.17 ============ ============ RURBAN FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED For The Second Quarter Ended June 30, 2003 and 2002 Second Quarter Second Quarter 2003 2002 ------------ ------------ Interest income Loans $ 6,362,205 $ 11,303,046 Taxable 638,845 1,256,627 Tax-exempt 44,391 59,375 Other 179,205 25,182 ------------ ------------ Total interest income 7,224,646 12,644,230 Interest expense Deposits 2,886,822 5,124,762 Other borrowings 150,247 188,905 Federal Home Loan Bank advances 599,801 743,646 Trust preferred securities 267,944 267,944 ------------ ------------ Total interest expense 3,904,814 6,325,257 ------------ ------------ NET INTEREST INCOME 3,319,832 6,318,973 Provision for loan losses 300,000 11,852,000 ------------ ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,019,832 (5,533,027) Noninterest income Data service fees 2,186,261 1,829,902 Trust fees 596,432 656,884 Customer service fees 559,037 672,747 Net gain on sales of loans 150,998 54,118 Net realized gains (losses) on sales of available-for-sale securities (2,901) (1,737,232) Loan servicing fees 111,484 94,571 Gain (loss) on sale of assets 11,914,699 (3,393) Other income 155,384 147,338 ------------ ------------ Total noninterest income 15,671,394 1,714,935 Noninterest expense Salaries and employee benefits 3,710,122 3,894,342 Net occupancy expense 303,215 334,893 Equipment expense 1,057,472 966,455 Data processing fees 129,392 154,582 Professional fees 2,034,581 812,252 Marketing expense 92,677 126,264 Printing and office supplies 133,323 231,344 Telephone and communication 186,846 211,569 Postage and delivery expense 140,876 145,155 State, local and other taxes 169,032 194,848 Other expenses 895,838 694,165 ------------ ------------ Total noninterest expense 8,853,374 7,765,869 ------------ ------------ INCOME BEFORE INCOME TAX EXPENSE 9,837,852 (11,583,961) Income tax expense 3,358,451 (3,953,676) ------------ ------------ NET INCOME $ 6,479,401 $ (7,630,285) ============ ============ Earnings per common share: Basic $ 1.42 $ (1.68) ============ ============ Diluted $ 1.42 $ (1.68) ============ ============ RURBAN FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED For The Six Months Ended June 30, 2003 and 2002 Six Months Six Months 2003 2002 ------------ ------------ Interest income Loans $ 15,152,228 $ 22,587,172 Taxable 1,450,322 2,657,512 Tax-exempt 84,316 113,663 Other 280,229 38,586 ------------ ------------ Total interest income 16,967,095 25,396,933 Interest expense Deposits 6,726,621 10,579,230 Other borrowings 244,012 308,308 Federal Home Loan Bank advances 1,253,302 1,462,407 Trust preferred securities 532,944 532,944 ------------ ------------ Total interest expense 8,756,879 12,882,889 ------------ ------------ NET INTEREST INCOME 8,210,216 12,514,044 Provision for loan losses 1,494,000 13,984,000 ------------ ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 6,716,216 (1,469,956) Noninterest income Data service fees 4,409,445 3,568,766 Trust fees 1,267,933 1,369,766 Customer service fees 1,195,292 1,281,010 Net gain on sales of loans 302,410 183,806 Net realized gains (losses) on sales of available-for-sale securities 23,632 (1,817,938) Loan servicing fees 228,938 200,185 Gain (loss) on sale of assets 19,950,611 (1,766) Other income 288,538 329,492 ------------ ------------ Total noninterest income 27,666,799 5,113,321 Noninterest expense Salaries and employee benefits 7,525,035 7,762,032 Net occupancy expense 699,569 641,824 Equipment expense 2,116,626 1,848,986 Data processing fees 219,079 286,189 Professional fees 2,809,242 1,454,654 Marketing expense 193,531 235,080 Printing and office supplies 298,459 418,796 Telephone and communication 384,357 391,680 Postage and delivery expense 331,950 299,228 State, local and other taxes 327,430 355,183 Other expenses 1,617,582 1,262,559 ------------ ------------ Total noninterest expense 16,522,860 14,956,211 ------------ ------------ INCOME BEFORE INCOME TAX EXPENSE 17,860,155 (11,312,846) Income tax expense 6,081,123 (3,889,110) ------------ ------------ NET INCOME $ 11,779,032 $ (7,423,736) ============ ============ Earnings per common share: Basic $ 2.59 $ (1.64) ============ ============ Diluted $ 2.59 $ (1.64) ============ ============