Rurban Financial Corp. Reports Consistent First Quarter 2009 Earnings


DEFIANCE, Ohio, April 15, 2009 (GLOBE NEWSWIRE) -- Rurban Financial Corp. (Nasdaq:RBNF), a leading provider of full-service community banking, investment management, trust services and bank data and item processing, reported first quarter 2009 earnings of $1.10 million, or $0.23 per diluted share, compared to the $1.11 million, or $0.22 per diluted share, reported in first quarter 2008. The earnings reflected additional reserve building of $300 thousand and a write-down of mortgage servicing rights of $150 thousand due to declining interest rates.

Rurban's on-going investments in its franchise will continue to mature during 2009 and are projected to continue to bring added value to the bottom line. These initiatives include the acquisition of National Bank of Montpelier ("NBM"), recruitment of a Toledo Regional President, and expanding our Columbus Loan Production Office to include an experienced Mortgage Banking team. The investment costs for these initiatives, coupled with a very difficult banking environment requiring additional reserves, are the underlying factors for the flat quarterly earnings in comparison to the year-ago quarter.

"We are pleased we were able to report consistent earnings despite an increase in our provision for loan losses as compared to the year-ago quarter," commented Kenneth A. Joyce, President and CEO of Rurban Financial Corp.

"In the current environment of deteriorating economic conditions, we took a prudent and appropriate $300 thousand of additional provision for loan losses, compared to the year-ago quarter, for a total of $495 thousand. We experienced an increase in our non-performing assets of 37 basis points compared to the year-ago quarter and 59 basis points to our linked quarter totals. Approximately 22 percent of the increase in non-performers was due to the NBM acquisition as we aggressively classified these loans. This did not increase our reserves for the current quarter, as we addressed setting appropriate reserves at the time of the acquisition. The increase in the reserve was primarily due to a large commercial credit going past due ninety days, and our election to reserve for potential losses on this credit. Our experience has shown that using conservative lending practices and collateral positioning ultimately yields relatively minor net charge-offs. Despite the economic challenges faced by all community banks as unemployment grows and local businesses are affected, we believe we continue to be well-positioned for the current economic environment and the opportunities going forward," stated Mr. Joyce.

Highlights of Rurban's consolidated 2009 first quarter performance include:



 * Successful integration of our recent acquisition of NBM with
   approximately $1.0 million in expense savings on an annualized
   basis since the merger date from a total expense base of $3.0
   million. Also in connection with the merger, State Bank has
   announced the closure of two banking centers, one each in
   Montpelier and Ney, Ohio, which will occur by the end of the second
   quarter, further improving the profitability of this acquisition.

 * Emphasis on building mortgage loan production was rewarded as loan
   production was $67.0 million during the quarter compared to $18.0
   million from the year-ago quarter. With few exceptions, these loans
   were sold into the secondary market with servicing retained.  The
   result is an increased mortgage loan servicing portfolio that now
   totals $122.0 million. This retention of mortgage servicing rights
   is building an on-going revenue stream into the future, although
   adding some earnings volatility due to the process of quarterly
   receiving a valuation of the value of mortgage servicing rights.

 * The State Bank and Trust Company has experienced strong core
   deposits growth as transaction accounts have grown by $12.8 million,
   or 5.3 percent, from the year-end balances. This growth is a
   reflection of customer confidence in Rurban's stability during a
   difficult banking environment and the success of our marketing
   programs. Part of that growth is the positive public perception
   resulting from not needing, or requesting, the TARP funds.

 * RDSI continued to build franchise value during the first quarter.
   The first quarter of 2009 net income was $768 thousand, compared
   with $800 thousand in the 2008 first quarter and $715 thousand for
   the linked quarter. Last year's first quarter contained a
   significant one-time termination fee.

The following chart and narrative reflect the combined results of Rurban across both of its business segments, banking and data / item processing:



 CONSOLIDATED - FIRST QUARTER RESULTS
 ------------------------------------
 (Dollars in thousands except per share data)

 Earnings:                               1Q 2009   4Q 2008    1Q 2008
 ---------                               -------   -------    -------
 Net interest income                    $  5,016  $  4,830   $  3,817
 Non-interest income                       7,448     6,755      7,516
 Revenue                                  12,464    11,585     11,333
 Provision (credit) for loan losses          495       138        192
 Non-interest expense                     10,475     9,566      9,601
 Net income                                1,104     1,328      1,109
 Diluted EPS                            $   0.23  $   0.27   $   0.22

Net interest income increased to $5.0 million for the quarter, compared to $3.8 million for the first quarter of 2008. This 31.4 percent increase is due primarily to the acquisition of the five banking centers in Williams County coupled with a 48 basis point improvement in State Bank's net interest margin for the year-over-year period. Further margin improvement appears possible, as during the first quarter the banking segment was provided with excess liquidity from two sources. Excess cash remained from the December, 2008 acquisition and an unprecedented increase in customer deposits from external sources. Throughout the first quarter, management invested approximately $32.9 million of these funds into higher-yielding investment securities at a spread comparable to the average bank net interest margin and the impact of that investment will be fully realized in the second quarter.

Non-interest income was essentially flat at $7.45 million for 2009 compared to $7.52 million for 2008 resulting from a number of offsetting items. Mortgage Banking revenue increased by $803 thousand (an increase of loan production from $18 million to $67 million), but this increase was partially offset by declines in trust fees of $271 thousand and Data Processing fees of $292 thousand. The reductions in trust fees were due to the decline in the equity market valuations. The Data Processing revenue decrease was partially due to de-conversion fees included within the first quarter of 2008 which totaled $150 thousand. The 2008 first quarter also included one-time income items resulting from the VISA IPO offering of $132 thousand and recoveries of $197 thousand on WorldCom bonds.

Non-interest expense for the year-over-year first quarter increased $874 thousand, or 9.10 percent. As previously mentioned, the growth initiatives detailed above were the primary drivers. The NBM acquisition's normal operating expenses contributed approximately $488 thousand of this increase. Also, during the quarter the company recorded $150 thousand in impairment charges on mortgage servicing rights associated with the company's serviced loan portfolio resulting from the decline in mortgage interest rates. Incentive payments on mortgage banking activities also increased by $265 thousand for the current quarter compared to the year-ago first quarter, as a result of the increase in mortgage banking production.

CONSOLIDATED BALANCE SHEET

Total assets were $665.8 million on March 31, 2009, up $94.1 million from 12 months ago and up $8.2 million, or an annualized 5.0 percent, from the linked quarter. Net loans were $434.1 million at March 31, 2009, up $42.1 million from twelve months ago and down $16.1 million, or 3.6 percent, from December 31, 2008. Total deposits were $487.6 million at March 31, 2009, up $70.9 million from twelve months ago and up $3.41 million, or 0.70 percent, from December 31, 2008. Total available for sale securities increased by $25.3 million to $127.9 million at March 31, 2009 compared to the year-end balance of $102.6 million. Total shareholder's equity increased to $63.6 million at March 31, 2009, compared to $59.9 million at March 31, 2008 and $61.7 million at December 31, 2008.

BANK OPERATING RESULTS

The Banking Segment reported earnings of $863 thousand for the first quarter of 2009, compared to $917 thousand for the first quarter of 2008. The current quarter's one-time charges were somewhat offset by the additional earnings from the recent acquisition and the improvement in Mortgage Banking earnings.

Mr. Joyce further commented, "It is pleasing to see a report of consistent earnings within our banking segment, despite having recorded a larger than normal provision for loan losses and mortgage servicing rights impairment charges. Our banking model continues improving as we integrate the recent acquisition and expect further improvement from closing two associated banking centers during the second quarter. As we have stated previously in press releases, we would expect to realize the full benefits of the efficiencies within this acquisition by the third quarter of 2009. These incremental earnings may be an offset to the challenges we are facing within the banking industry, including our trust division, as equity balances decline. We expect to continue to build our deposit balances in 2009 in our various markets, and maintain tight control on expenses and aggressively address any asset quality issues."

Total loans were $434.1 million at March 31, 2009, down $16.1 million from year-end levels. We received approximately $8.3 million in pay-offs during the first quarter from mortgages refinancing out of our residential loan portfolio. We also had several large pay downs and pay-offs of commercial credits where the borrower was deleveraging, or sold a portion of their company. The overall yield on our loan portfolio has declined to 6.20 percent compared to 7.04 percent for the year-ago quarter, but by aggressive margin management, we have significantly increased net interest income.

Total deposits at March 31, 2009 were $487.6 million compared to $484.2 million at December 31, 2008 and $416.7 million for the year-ago quarter-end. The cost of deposits dropped to 1.56 percent for the first quarter 2009, compared to the year-ago quarter cost of 2.97 percent. Rurban's deposit mix continues to shift toward core transaction deposits (DDA, NOW, SAV & MMA), which accounted for 52.2 percent of total deposits for first quarter 2009, compared with 47.6 percent for the year-ago first quarter.

"Maintaining this reduction in funding costs remains key to future profitability as some of our earning assets price downward, as a result of the rate cuts implemented in late 2008. However, we have not fully realized our aggressive repricing of deposit products initiated during the first quarter in response to general rate reductions. This will have a positive influence on our margin as we leverage this low cost money into higher yielding loans. Our loan production remains consistent, although we have certainly become more cautious in our lending practices. We believe that we manage our asset/liability process prudently and proactively. For example, we are now moving to become more "asset sensitive" in anticipation of rising rates over the next twelve to eighteen months. We have also maintained adequate liquidity from our acquisition and core deposit growth to fund our loan growth for the near future," continued Mr. Joyce.

ASSET QUALITY

Provision for Loan Losses was $495 thousand in the first quarter of 2009, compared to $192 thousand in the first quarter of 2008 and $138 thousand for the linked quarter. For the first quarter of 2009, net charge-offs totaled $167 thousand, or 0.15 percent of average loans on an annualized basis, compared to $166 thousand, or 0.17 percent of average loans for the year-ago quarter. Non-performing assets increased to 1.59 percent of assets, versus 1.22 percent for the year-ago quarter and 1.00 percent for year-end. Our reserve for loan losses increased to 1.23 percent of loans, compared to 1.02 percent for the year-ago quarter and 1.12 percent for year-end. The following chart and narrative summarizes the asset quality picture:



 (Dollars in thousands except percent data)

 ASSET QUALITY                           1Q 2009   4Q 2008    1Q 2008
 -------------                           -------   -------    -------
 Net charge-offs                        $    167  $    280   $    166
 Net charge-offs to avg. loans
  (Annualized)                              0.15%     0.27%      0.17%
 Non-performing loans                   $  9,163  $  5,178   $  5,305
 OREO + OAO                             $  1,426  $  1,409   $  1,662
 Non-performing assets (NPA's)          $ 10,589  $  6,587   $  6,967
 NPA / Total assets                         1.59%     1.00%      1.22%
 Allowance for loan losses              $  5,349  $  5,020   $  4,016
 Allowance for loan losses / Loans          1.23%     1.12%      1.02%

Non-performing assets (loans + OREO + OAO=NPA) were $10.6 million, or 1.59 percent, of total assets at March 31, 2009, an increase of $3.6 million from a year-ago and $4.00 million from the linked quarter. The acquisition of NBM has increased non-performing assets, adding 28 basis points to our ratio compared to the linked quarter. We have been aggressive in classifying and collecting these problem loans. It will take a year to work these problem loans through the pipeline and either get the borrowers onto a timely payment methodology, or collect the loans through more aggressive action. We also had a $1.8 million loan go ninety days past due and we moved it into non-performing status. We aggressively reserved what we see as the potential loss for this credit during the first quarter, although some recovery on this loan is certainly possible. In addition to the above mentioned non-performers, management was very proactive in reaching out to customers to restructure loans. During the first quarter, approximately $6.8 million in loans were restructured and are currently paying under the new terms.

The economic challenges facing the banking industry are increasing, as evidenced by the number of established customers who are struggling to make their payments. We believe that any resultant losses associated with our identified non-performing assets is covered by our current allowance; however, until there is general improvement in the economy, we will continue to see stress on our loan portfolio. We believe our underwriting and collateral positioning will result in relatively minor losses well covered by our reserve. The Company has very successfully managed through a difficult 2008, but we are not insulated from the economic factors facing the financial industry in 2009, and an economic recovery is critical to our industry, as is true of all industries.

RDSI OPERATING RESULTS

Revenue for the Data and Item Processing Segment was $5.3 million, down $258 thousand, or 4.6 percent, below the $5.6 million reported for first quarter of 2008. A portion of this decrease was due to $150 thousand of one-time, de-conversion fees received in the year-ago quarter. The decline in revenues represents continuing pressure on pricing and declining account volumes among most banks because the banking environment continues to be challenged. Responding to these declines in revenue, RDSI has reacted by decreasing its operating expenses. Operating expenses totaled $4.2 million in the first quarter of 2009, compared to $4.4 in the year-ago quarter, reflecting a $209 thousand, or 4.8 percent, decrease.

Net Income for the first quarter was $768 thousand, compared to $800 thousand for the year-ago first quarter and $715 thousand for the linked quarter. RDSI has been able to maintain its profit margins by the introduction of new products and cost controls during this period of economic shrinkage. "RDSI experienced solid growth in 2008, and we continue to have strong sales, as six bank conversions have been completed, or are scheduled for the remainder of 2009. We also have a strong pipeline of prospects, but this will be a challenging year, as we expect to have offsetting client losses as banks seek to lower their costs and the game of musical chairs is being played. Offsetting our projected new business is the loss of our largest client bank in the fourth quarter of this year. We remain optimistic, in recognition that the current economic conditions will also challenge RDSI; however, we are positioning RDSI for a strong recovery on the other side of this economic downturn," said Mr. Joyce.

Mr. Joyce concluded, "We believe that our consistent earnings are reflective of our prudent standards and our commitment to high quality lending practices. We are confident of our position for future growth and we look forward to overcoming any challenges that may present themselves."

ABOUT RURBAN FINANCIAL CORP.

Rurban Financial Corp. is a publicly-held financial services holding company based in Defiance, Ohio. Rurban's wholly-owned subsidiaries are The State Bank and Trust Company, including Reliance Financial Services and RDSI Banking Systems (RDSI), including DCM. The State Bank and Trust Company offers financial services through its 22 banking centers in Allen, Defiance, Fulton, Lucas, Paulding, Williams and Wood Counties, Ohio and Allen County, Indiana and a Loan Production Office in Franklin County, Ohio. Reliance Financial Services, a division of the Bank, offers a diversified array of trust and financial services to customers throughout the Midwest. RDSI and DCM provide data and item processing services to community banks in Arkansas, Florida, Illinois, Indiana, Kansas, Michigan, Missouri, Nebraska, Nevada, Ohio and Wisconsin. Rurban's common stock is quoted on the NASDAQ Global Market under the symbol RBNF. The Company currently has 10,000,000 shares of stock authorized and 4,870,573 shares outstanding. The Company's website is http://www.rurbanfinancial.net.

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, except as required by law. 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.
 CONSOLIDATED BALANCE SHEETS
 March 31, 2009 and December 31, 2008 and March 31, 2008

                                  March       December        March
                                  2009          2008          2008
                                  ----          ----          ----
                               (Unaudited)                 (Unaudited)
 ASSETS
  Cash and due from banks     $ 14,814,685  $ 18,059,532  $ 15,758,593
  Federal funds sold             8,200,000    10,000,000     6,400,000
                              ------------  ------------  ------------
   Cash and cash equivalents    23,014,685    28,059,532    22,158,593
  Available-for-sale
   securities                  127,879,529   102,606,475    94,378,377
  Loans held for sale            9,095,776     3,824,499     2,464,643
  Loans, net of unearned
   income                      434,051,854   450,111,653   391,962,691
  Allowance for loan losses     (5,348,952)   (5,020,197)   (4,016,230)
  Premises and equipment, net   17,159,167    17,621,262    15,180,760
  Purchased software             5,741,678     5,867,395     4,149,202
  Federal Reserve and Federal
   Home Loan Bank Stock          3,544,100     4,244,100     4,062,100
  Foreclosed assets held for
   sale, net                     1,393,155     1,384,335     1,572,644
  Accrued interest receivable    2,864,190     2,964,663     2,752,252
  Goodwill                      21,414,790    21,414,790    13,940,618
  Core deposits and other
   intangibles                   5,614,025     5,835,936     4,961,846
  Cash value of life insurance  12,734,983    12,625,015    12,276,003
  Other assets                   6,653,626     6,079,451     5,889,849
                              ------------  ------------  ------------
    Total assets              $665,812,606  $657,618,909  $571,733,348
                              ============  ============  ============

 LIABILITIES AND SHAREHOLDERS'
  EQUITY
  Deposits
   Non interest bearing
    demand                    $ 49,968,772  $ 52,242,626  $ 41,748,793
   Interest bearing NOW         77,058,528    73,123,095    59,547,916
   Savings                      37,150,700    34,313,586    24,289,198
   Money Market                 90,318,191    82,025,074    72,676,846
   Time Deposits               233,137,761   242,516,203   218,449,515
                              ------------  ------------  ------------
    Total deposits             487,633,952   484,220,584   416,712,268
  Notes payable                  2,500,000     1,000,000       817,584
  Advances from Federal Home
   Loan Bank                    36,059,017    36,646,854    23,000,000
  Repurchase Agreements         47,894,843    43,425,978    43,536,570
  Trust preferred securities    20,620,000    20,620,000    20,620,000
  Accrued interest payable       1,724,525     1,965,842     2,481,629
  Other liabilities              5,759,759     8,077,647     4,694,986
                              ------------  ------------  ------------

    Total liabilities          602,192,096   595,956,905   511,863,037

  Shareholders' Equity
   Common stock                 12,568,583    12,568,583    12,568,583
   Additional paid-in capital   15,072,847    15,042,781    14,944,315
   Retained earnings            36,449,912    35,785,317    32,956,244
   Accumulated other
    comprehensive income
    (loss)                       1,222,435      (121,657)      432,429
   Treasury stock               (1,693,267)   (1,613,020)   (1,031,260)
                              ------------  ------------  ------------

    Total shareholders'
     equity                     63,620,510    61,662,004    59,870,311
                              ------------  ------------  ------------

    Total liabilities and
     shareholders' equity     $665,812,606  $657,618,909  $571,733,348
                              ============  ============  ============


 RURBAN FINANCIAL CORP.
 CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED

                                                 First        First
                                                Quarter      Quarter
                                                 2009         2008
                                                 ----         ----
 Interest income
  Loans
   Taxable                                    $ 6,814,633  $ 6,808,196
   Tax-exempt                                      25,457       21,350
  Securities
   Taxable                                      1,079,497    1,039,894
   Tax-exempt                                     227,884      158,367
  Other                                               132       97,409
                                              -----------  -----------
    Total interest income                       8,147,603    8,125,216

 Interest expense
  Deposits                                      1,898,304    3,091,902
  Other borrowings                                 14,392       17,506
  Retail Repurchase Agreements                    427,487      460,552
  Federal Home Loan Bank advances                 392,572      302,336
  Trust preferred securities                      398,985      435,704
                                              -----------  -----------
    Total interest expense                      3,131,740    4,308,000
                                              -----------  -----------

 Net interest income                            5,015,863    3,817,216

  Provision for loan losses                       495,142      192,218
                                              -----------  -----------

 Net interest income after provision for loan
  losses                                        4,520,721    3,624,998

 Non-interest income
  Data service fees                             4,972,549    5,264,565
  Trust fees                                      583,623      855,107
  Customer service fees                           574,699      586,207
  Net gain on sales of loans                    1,078,047      274,603
  Net realized gain on sales of securities         53,807           --
  Net proceeds from VISA IPO                           --      132,106
  Investment securities recoveries                     --      197,487
  Loan servicing fees                              67,873       62,940
  Gain (loss) on sale of assets                   (58,655)     (71,032)
  Other income                                    175,562      213,530
                                              -----------  -----------
    Total non-interest income                   7,447,505    7,515,513

 Non-interest expense
  Salaries and employee benefits                4,924,122    4,438,764
  Net occupancy expense                           672,401      566,016
  Equipment expense                             1,613,393    1,567,637
  Data processing fees                            135,736       96,567
  Professional fees                               498,055      570,687
  Marketing expense                               188,746      181,747
  Printing and office supplies                    214,542      186,052
  Telephone and communication                     406,393      421,929
  Postage and delivery expense                    609,022      602,634
  State, local and other taxes                    232,896      180,768
  Employee expense                                259,938      230,611
  Other expenses                                  719,780      557,948
                                              -----------  -----------
    Total non-interest expense                 10,475,024    9,601,360
                                              -----------  -----------

 Income before income tax expense               1,493,202    1,539,151
  Income tax expense                              389,649      429,795
                                              -----------  -----------

 Net income                                   $ 1,103,553  $ 1,109,356
                                              ===========  ===========

 Earnings per common share:
  Basic                                       $      0.23  $      0.22
                                              ===========  ===========
  Diluted                                     $      0.23  $      0.22
                                              ===========  ===========


                        RURBAN FINANCIAL CORP.
                  CONSOLIDATED FINANCIAL HIGHLIGHTS
                             (Unaudited)
 ------------------  --------  --------  --------  --------   --------
 (dollars in
  thousands except    1st Qtr   4th Qtr   3rd Qtr   2nd Qtr    1st Qtr
  per share data)      2009      2008      2008      2008       2008
 ------------------  --------  --------  --------  --------   --------

 EARNINGS
  Net interest
   income            $  5,016  $  4,830  $  4,448  $  4,432   $  3,817
  Provision for loan
   loss              $    495  $    138  $    146  $    213   $    192
  Non-interest
   income            $  7,448  $  6,755  $  6,989  $  6,801   $  7,516
  Revenue (net
   interest income
   plus non-interest
   income)           $ 12,464  $ 11,585  $ 11,437  $ 11,233   $ 11,333
  Non-interest
   expense           $ 10,475  $  9,566  $  9,279  $  9,111   $  9,601
  Net income         $  1,104  $  1,328  $  1,424  $  1,356   $  1,109

 PER SHARE DATA
  Basic earnings per
   share             $   0.23  $   0.27  $   0.29  $   0.28   $   0.22
  Diluted earnings
   per share         $   0.23  $   0.27  $   0.29  $   0.28   $   0.22
  Book value per
   share             $  13.06  $  12.63  $  12.25  $  12.08   $  12.11
  Tangible book
   value per share   $   7.24  $   7.06  $   8.65  $   8.41   $   8.10
  Cash dividend per
   share             $   0.09  $   0.09  $   0.09  $   0.08   $   0.08

 PERFORMANCE RATIOS
  Return on average
   assets                0.66%     0.88%     0.99%     0.94%      0.78%
  Return on average
   equity                7.04%     8.75%     9.54%     9.09%      7.50%
  Net interest margin
   (tax equivalent)      3.67%     3.83%     3.56%     3.55%      3.26%
  Net interest margin
   (Bank Only)           3.93%     4.06%     3.84%     3.83%      3.45%
  Non-interest
   expense / Average
   assets                6.29%     6.31%     6.44%     6.29%      6.77%
  Efficiency Ratio -
   bank (non-GAAP)      77.41%    73.15%    71.13%    69.85%     75.90%

 MARKET DATA PER
  SHARE
  Market value per
   share -- Period
   end               $   7.90  $   7.60  $   9.00  $   9.52   $  10.24
  Market as a % of
   book                    60%       60%       73%       79%        85%
  Cash dividend
   yield                 4.56%     4.74%     4.00%     3.36%      3.13%
  Period-end common
   shares outstanding
   (000)                4,871     4,881     4,906     4,914      4,942
  Common stock market
   capitalization
   ($000)            $ 38,484  $ 37,099  $ 44,154  $ 46,781   $ 50,605

 CAPITAL & LIQUIDITY
  Equity to assets        9.6%      9.4%     10.3%     10.3%      10.5%
  Period-end tangible
   equity to tangible
   assets                 5.5%      6.6%      7.5%      7.4%       7.2%
  Total risk-based
   capital ratio
   (Estimate)            13.5%     14.2%     16.2%     15.7%      15.8%

 ASSET QUALITY
  Net charge-offs /
   (Recoveries)      $    167  $    280  $    336  $    (18)  $    166
  Net loan
   charge-offs
   (Ann.) / Average
   loans                 0.15%     0.27%     0.33%    (0.02%)     0.17%
  Non-performing
   loans             $  9,163  $  5,178  $  4,659  $  5,141   $  5,305
  OREO / OAOs        $  1,426  $  1,409  $  1,611  $  1,566   $  1,662
  Non-performing
   assets            $ 10,589  $  6,587  $  6,270  $  6,707   $  6,967
  Non-performing
   assets / Total
   assets                1.59%     1.00%     1.07%     1.16%      1.22%
  Allowance for loan
   losses / Total
   loans                 1.23%     1.12%     1.01%     1.04%      1.02%
  Allowance for loan
   losses /
   Non-performing
   Assets                50.5%     76.2%     64.7%     63.3%      57.6%

 END OF PERIOD
  BALANCES
  Total loans, net of
   unearned income   $434,052  $450,112  $399,910  $404,435   $391,963
  Allowance for loan
   loss              $  5,349  $  5,020  $  4,057  $  4,247   $  4,016
  Total assets       $665,813  $657,619  $585,022  $576,513   $571,733
  Deposits           $487,634  $484,221  $406,454  $402,558   $416,712
  Stockholders'
   equity            $ 63,621  $ 61,662  $ 60,117  $ 59,362   $ 59,870
  Full-time
   equivalent
   employees             306        306       271       273        272

 AVERAGE BALANCES
  Loans              $448,271  $412,222  $401,790  $404,756   $389,917
  Total earning
   assets            $561,566  $518,707  $506,760  $510,521   $498,731
  Total assets       $666,292  $606,655  $576,774  $579,004   $567,129
  Deposits           $490,526  $431,076  $403,064  $412,080   $412,424
  Stockholders'
   equity            $ 62,692  $ 60,686  $ 59,717  $ 59,671   $ 59,149


                        Rurban Financial Corp.
                          Segment Reporting
                  First Quarter Ended March 31, 2009
                           ($ in Thousands)

           -----------------------------------------------------------
                                      Parent                 Rurban
              Total        Data      Company   Elimination  Financial
             Banking    Processing  and Other    Entries      Corp.
           -----------------------------------------------------------
 Income
  Statement
  Measures
 ----------
  Interest
   Income   $   8,159   $      --   $      --   $     (11)  $   8,148

  Interest
   Expense      2,719          25         399         (11)  $   3,132

  Net
   Interest
   Income       5,440         (25)       (399)         --   $   5,016

  Provision
   For Loan
   Loss           495          --          --          --   $     495

  Non-
   interest
   Income       2,502       5,373         400        (827)  $   7,448

  Non-
   interest
   Expense      6,309       4,185         808        (827)  $  10,475

  Net Income
   QTD      $     863   $     768   $    (527)  $      --   $   1,104

 Performance
  Measures
 -----------
  Average
   Assets
   - QTD    $ 645,365   $  20,256   $  85,313   $ (84,642)  $ 666,292

  ROAA           0.53%      15.17%         --          --        0.66%

  Average
   Equity -
   QTD      $  66,532   $  14,529   $  62,692    $(81,061)   $ 62,692

  ROAE           5.19%      21.14%         --          --        7.04%

  Efficiency
   Ratio - %    77.41%         --          --          --       82.42%

  Average
   Loans -
   QTD      $ 449,426   $      --   $      --   $  (1,155)  $ 448,271

  Average
   Deposits
   - QTD    $ 492,951   $      --   $      --   $  (2,425)  $ 490,526


                        Rurban Financial Corp.
                   Proforma Performance Measurement
              Quarterly Comparison - First Quarter 2009
                           ($ in Thousands)

           -----------------------------------------------------------
                                      Parent                 Rurban
              Total        Data      Company   Elimination  Financial
             Banking    Processing  and Other    Entries      Corp.
           -----------------------------------------------------------

 Revenue
 -------
  1Q09      $   7,942   $   5,348   $       1   $    (827)  $  12,464
  4Q08      $   7,007   $   5,381   $     (18)  $    (785)  $  11,585
  3Q08      $   6,877   $   5,294   $       5   $    (738)  $  11,438
  2Q08      $   6,729   $   5,285   $     (15)  $    (766)  $  11,233
  1Q08      $   6,464   $   5,606   $     (27)  $    (710)  $  11,333
   1st
    Quarter
    Compari-
    son     $   1,478   $    (258)  $      28   $      --   $   1,131

 Non-interest
  Expenses
 ------------
  1Q09      $   6,309   $   4,185   $     836   $    (827)  $  10,475
  4Q08      $   5,254   $   4,299   $     798   $    (785)  $   9,566
  3Q08      $   5,003   $   4,286   $     728   $    (738)  $   9,279
  2Q08      $   4,812   $   4,316   $     748   $    (766)  $   9,110
  1Q08      $   5,018   $   4,394   $     899   $    (710)  $   9,601
   1st
    Quarter
    Compari-
    son     $   1,240   $    (209)  $     (63)  $      --   $     851

 Net Income
 ----------
  1Q09      $     863   $     768   $    (527)  $      --   $   1,104
  4Q08      $   1,146   $     715   $    (533)  $      --   $   1,328
  3Q08      $   1,233   $     664   $    (473)  $      --   $   1,424
  2Q08      $   1,217   $     640   $    (501)  $      --   $   1,356
  1Q08      $     917   $     800   $    (608)  $      --   $   1,109
   1st
    Quarter
    Compari-
    son     $     (54)  $     (32)  $      81   $      --   $      (5)

 Average
  Assets
 -------
  1Q09      $ 645,365   $  20,256   $  85,313   $ (84,642)  $ 666,292
  4Q08      $ 596,469   $  19,804   $  82,775   $ (92,393)  $ 606,655
  3Q08      $ 557,306   $  20,344   $  81,707   $ (82,583)  $ 576,774
  2Q08      $ 560,223   $  20,214   $  81,579   $ (83,011)  $ 579,004
  1Q08      $ 547,502   $  20,103   $  81,297   $ (81,773)  $ 567,129
   1st
    Quarter
    Compari-
    son     $  97,863   $     153   $   4,016   $      --   $  99,163

 ROAA
 ----
  1Q09           0.53%      15.17%         --          --        0.66%
  4Q08           0.77%      14.44%         --          --        0.88%
  3Q08           0.88%      13.06%         --          --        0.99%
  2Q08           0.87%      12.66%         --          --        0.94%
  1Q08           0.67%      15.92%         --          --        0.78%
   1st
    Quarter
    Compari-
    son         (0.14%)     (0.75%)        --          --       (0.12%)

 Average
  Equity
 -------
  1Q09      $  66,532   $  14,529   $  62,692   $ (81,061)  $  62,692
  4Q08      $  63,224   $  15,816   $  60,686   $ (79,040)  $  60,686
  3Q08      $  59,899   $  16,063   $  59,717   $ (75,962)  $  59,717
  2Q08      $  59,395   $  15,861   $  59,671   $ (75,256)  $  59,671
  1Q08      $  59,044   $  15,282   $  59,149   $ (74,326)  $  59,149
   1st
    Quarter
    Compari-
    son     $   7,488   $    (753)  $   3,543   $      --   $   3,543

 ROAE
 ----
  1Q09           5.19%      21.14%         --          --        7.04%
  4Q08           7.25%      18.08%         --          --        8.75%
  3Q08           8.23%      16.53%         --          --        9.54%
  2Q08           8.20%      16.14%         --          --        9.09%
  1Q08           6.21%      20.94%         --          --        7.50%
   1st
    Quarter
    Compari-
    son         (1.02%)      0.20%         --          --       (0.46%)

 Efficiency
  Ratio
 ----------
  1Q09          77.41%      77.48%         --          --       82.24%
  4Q08          73.15%      73.15%         --          --       80.92%
  3Q08          71.13%      79.79%         --          --       79.60%
  2Q08          69.85%      80.50%         --          --       79.56%
  1Q08          75.90%      77.28%         --          --       83.19%
   1st
    Quarter
    Compari-
    son          1.51%       0.20%         --          --       (0.95%)


            

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