Rurban Financial Corp. Reports a Parallel 2009 Second Quarter


DEFIANCE, Ohio, July 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 second quarter 2009 earnings of $1.00 million, or $0.20 per diluted share, compared to the $1.36 million, or $0.28 per diluted share, reported in second quarter 2008. Core operating earnings were essentially even at $1.29 million excluding one-time items recorded during the quarter. These one-time pre-tax charges include increased loan loss reserve building of $500 thousand, a special FDIC insurance assessment of $300 thousand and $190 thousand in professional fees associated with the planned spin-off of RDSI Banking Systems and merger of RDSI with New Core Holdings, Inc. d/b/a New Core Banking Systems ("New Core"). Partially off-setting the one-time charges were a $424 thousand gain on the sale of securities taken as part of a portfolio restructuring and recognition of $125 thousand recapture of the valuation allowance in Originated Mortgage Servicing Rights (OMSR's) due to the rise in mortgage rates.

For the first half of 2009, consolidated earnings were $2.11 million, or $0.43 per diluted share, compared to $2.47 million, or $0.50 per diluted share, recorded for the first half of 2008. The year-to-date earnings have been impacted by $700 thousand in additional loan loss reserves, $300 thousand in a special FDIC insurance assessment and $257 thousand in professional fees associated with the planned RDSI spin-off and merger of RDSI with New Core. Offsetting these costs were gains from the sale of securities of $477 thousand. Excluding the after-tax impact of all these one-time items, core earnings were $2.63 million, or $0.54 per diluted share, for the first half of 2009.

"Although the second quarter and year-to-date earnings are slightly lower, there are many positive developments in the quarterly results. Loan growth continued at a 6.6 percent annualized rate, mortgage banking production was beyond our expectations, and the banking segment interest margin improved to 4.04 percent for the quarter. The first half of the year also completed our integration of the Williams County banking centers acquired in the year-end 2008 acquisition of National Bank of Montpelier," commented Kenneth A. Joyce, President and CEO of Rurban Financial Corp. "We continue to report encouraging earnings despite the challenges we and the banking industry continue to face on the asset quality front. We had a nominal increase in our non-performing assets for the quarter, (up 15 basis points), and we have not experienced discernable signs of an improving economy within our operating sphere. We therefore, expect to continue to see nominal increases in non-performers and reserve levels well within our earnings capability."

The Banking Segment reported earnings of $1.05 million in the second quarter of 2009 compared to $1.22 million in the second quarter of 2008 and $863 thousand in the first quarter of 2009.

RDSI earned $608 thousand during the second quarter 2009, a slight decrease from the $640 thousand earned in the year-ago quarter, and a $160 thousand decrease compared to the first quarter 2009 results of $768 thousand, which, historically, is high due to year-end processing charges.

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



 * RDSI, the Company's data and item processing segment, announced during 
   the second quarter that it has partnered with New Core to be the 
   exclusive provider of New Core's Single Source(tm) banking application 
   to the banking industry. As part of this partnership, RDSI and New Core 
   have also entered into a plan of merger that, if completed, would be 
   consummated by the end of 2010. A prerequisite of this merger would be 
   the spin-off of RDSI from Rurban, resulting in RDSI becoming a 
   separate, independent public company. During the second quarter, the 
   Holding Company recorded $190 thousand in professional services fees 
   associated with the planned merger and spin-off, which resulted in the 
   decline in earnings compared with the 2009 first quarter.

 * The State Bank and Trust Company continued to substantially increase 
   mortgage production. Total mortgage production for the second quarter 
   was $66.7 million compared to $11.5 million for the previous year's 
   second quarter. On a year-to-date basis, mortgage production totaled 
   $144.5 million, compared to $30.0 million for the first half of 2008. 
   This production improvement is the result of the Bank's 2008 investment 
   in mortgage production initiatives, such as our Columbus, Ohio Loan 
   Production Office and the building of our mortgage production staff in 
   its operating footprint. The Bank recorded a $125 thousand recovery of 
   the $250 thousand in impairment on mortgage servicing rights during the 
   quarter. The mortgage loan servicing portfolio increased to $158 
   million from $122 million in the first quarter and $59.4 million from 
   the year-ago quarter.

 * During the quarter State Bank elected to sell $12 million in mortgage 
   backed securities. This is part of an on-going strategy to restructure 
   State Bank's balance sheet to a more "asset sensitive" position. This 
   sale also provided for $424 thousand in gains on the sale of 
   securities. As a result of this strategy, the one year maturity gap has 
   moved from a negative gap of $43 million to a positive gap of $3 
   million. This restructuring will result in giving up short-term 
   earnings, but should improve long-term earnings as rates increase.

 * As previously announced by the FDIC, all banks received a 5 basis point 
   special assessment on asset balances (less Tier 1 capital) at June 30, 
   2009. The Bank expensed $300 thousand during the quarter for this 
   special FDIC assessment. The FDIC also announced that an additional 5 
   basis point special assessment later in 2009 is probable. Year-to-date 
   FDIC fees were $389 thousand for 2009 through the second quarter, 
   compared to $24 thousand for the same period in 2008.

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



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

 Earnings:                              2Q 2009    1Q 2009    2Q 2008
 ---------                             ---------  ---------  ---------
 Net interest income                   $   5,361  $   5,016  $   4,432
 Non-interest income                       7,897      7,448      6,801
 Revenue                                  13,258     12,464     11,233
 Provision (credit) for loan losses          799        495        213
 Non-interest expense                     11,108     10,475      9,111
 Net income                                1,003      1,104      1,356
 Diluted EPS                           $    0.20  $    0.23  $    0.28

Net interest income increased to $5.36 million for the quarter, compared to $4.43 million for the second quarter of 2008. This 21.0 percent increase is due primarily to the acquisition of the five banking centers in Williams County, coupled with a 21 basis point improvement in State Bank's net interest margin for the year-over-year period. Further margin improvement appears possible, as excess liquidity from the growth in deposits and sale of securities is invested in higher-yielding loans. Loan growth totaled $7.17 million, or 6.6 percent on an annualized basis for the quarter.

Non-interest income totaled $7.90 million in the second quarter of 2009, compared to $6.80 million for the 2008 second quarter. Mortgage banking revenue increased gain on sale of loans to $938 thousand from the $183 thousand for the 2008 second quarter. The previously mentioned gain on sale of securities of $424 thousand also contributed to this increase. Trust fees declined by $175 thousand from the current quarter, compared to the year-ago quarter, due to the decline in the equity market valuations. Data Processing revenue was unchanged for the second quarter of 2009 compared to 2008.

Non-interest expense for the 2009 second quarter totaled $11.11 million compared to $9.11 million for the second quarter of 2008, for an increase of $2.00 million. Approximately $407 thousand is attributable to the core operating expenses related to the December 2008 acquisition of the Williams County banking centers. Also contributing to the increase was the aforementioned special FDIC insurance assessment of $300 thousand, and the $190 thousand in professional fees associated with the planned RDSI spin-off and merger of RDSI with New Core. Mortgage banking expenses increased by $572 thousand from the second quarter 2009 compared to the second quarter 2008. The 2008 second quarter included the recovery of $200 thousand in legal fees associated with RFCBC, Inc., increasing the variance to last year. Exclusive of these adjustments, non-interest expense increased 3.60 percent over the year-ago quarter.

CONSOLIDATED BALANCE SHEET

Total assets were $661.5 million on June 30, 2009, up $85.0 million from 12 months ago due to the National Bank of Montpelier acquisition, but down slightly, $4.27 million, from the linked-quarter. Net loans were $441.2 million at June 30, 2009, up $36.8 million from twelve months ago and up $7.17 million compared to last quarter. Total deposits were $473.0 million at June 30, 2009, up $70.4 million from twelve months ago and down $14.6 million from first quarter 2009. Total available-for-sale securities decreased by $17.9 million to $110.0 million at June 30, 2009, compared to the first quarter balance of $127.9 million. Total shareholders' equity increased to $63.4 million at June 30, 2009, compared to $59.4 million for the year-ago quarter, and decreased slightly from the $63.6 million for the first quarter 2009.

BANK OPERATING RESULTS

Reported by the Banking Segment for the second quarter of 2009 were earnings of $1.05 million, compared to $1.22 million for the second quarter of 2008, and $863 thousand for first quarter 2009.

Mr. Joyce commented, "We continue to navigate through asset quality headwinds within the banking industry. The good news is we have experienced five straight months of declining loan delinquencies, and the current delinquency rate of 2.49 percent is encouraging. To ensure adequate loan loss coverage, we increased our reserve for loan losses by an additional $500 thousand over the $300 thousand budgeted amount. The special FDIC assessment came to the industry at a difficult time, and it was sizable, $300 thousand for The State Bank and Trust Company. Our core banking franchise continues to grow quality loans and mortgage banking was strong, but slowing, toward the end of the second quarter due to rising rates."

Total loans were $441.2 million at June 30, 2009 up from $404.4 million from the year-ago quarter and up from the $434.1 million reported in the first quarter of 2009. Loan growth continues to be generated from all markets, with the largest portion of the growth coming from our Columbus market.

Total deposits at June 30, 2009 were $473.0 million, compared to $487.6 million at March 31, 2009 and $402.6 million for the year-ago quarter. The cost of deposits dropped to 1.37 percent for the second quarter 2009, compared to the year-ago quarter cost of 2.51 percent. State Bank's deposit mix continues to shift toward core transaction deposits (DDA, NOW, SAV & MMA), which accounted for 53.6 percent of total deposits for second quarter 2009, compared with 48.6 percent for the year-ago second quarter. Core transaction growth continues to be driven by the High Performance Checking Account Program and a relentless effort to cross-sell additional products.

"We continue to aggressively manage both sides of the balance sheet, which is paying dividends, as not many Ohio banks are reporting a margin above 4.00 percent. Our focus on core transaction accounts, layering in some longer-term alternative funding, and shifting the balance sheet toward asset sensitivity should provide for a strong margin as we enter the next rate cycle," stated Mr. Joyce.

ASSET QUALITY

The Provision for Loan Losses was $799 thousand in the second quarter of 2009, compared to $213 thousand in the second quarter of 2008 and $495 thousand for the linked-quarter. The additional Loan Loss Provision of $500 thousand over the budgeted amount of $300 thousand per quarter is reflective of declining asset quality on four specific credits. During the quarter, additional specific allocations of $1.1 million were allocated to these four credits. These additional reserves were offset by several credits improving and the associated reserves were accordingly reduced. For the second quarter of 2009, net charge-offs totaled $275 thousand, or 0.25 percent of average loans on an annualized basis, compared to $167 thousand, or 0.15 percent of average loans for the linked-quarter. Total non-performing assets increased by $930 thousand over the previous quarter's balances moving up slightly to 1.74 percent of assets, versus 1.59 percent for the first quarter. The following chart and narrative summarizes the asset quality picture:


 (Dollars in thousands except percent data)

 ASSET QUALITY                          2Q 2009    1Q 2009    2Q 2008
 -------------                         ---------  ---------  ---------
 Net charge-offs                       $     275  $     167  $     (18)
 Net charge-offs to avg. loans
  (Annualized)                             0.25%      0.15%     (0.02%)
 Non-performing loans                  $  10,173  $   9,163  $   5,141
 OREO + OAO                            $   1,346  $   1,426  $   1,566
 Non-performing assets (NPA's)         $  11,519  $  10,589  $   6,707
 NPA / Total assets                        1.74%      1.59%      1.16%
 Allowance for loan losses             $   5,873  $   5,349  $   4,247
 Allowance for loan losses / Loans         1.33%      1.23%      1.04%

Non-performing assets (loans + OREO + OAO=NPA) were $11.5 million, or 1.74 percent, of total assets at June 30, 2009, an increase of $4.81 million from a year-ago and $930 thousand from the linked-quarter. In addition to the above mentioned non-performers, management continues to be very proactive in reaching out to customers to restructure loans. Total restructured loan balances were $7.00 million for the second quarter, compared to $6.80 million reported last quarter. All loans that were restructured are currently paying under the new terms.

The Bank has very minimal exposure in real estate development loans, which appears to be the category having the most risk in the current economy. The Bank's total outstanding balance of loans within this category is $2.7 million, with most of the balances being non-performing and for which, we believe, we have adequately reserved. As previously discussed, delinquencies have been improving over the last five months and are at 2.49 percent at quarter-end, which is considerably better than national averages.

RDSI OPERATING RESULTS

The Data and Item Processing Segment reported second quarter 2009 net income at $608 thousand, compared to $640 thousand reported for the prior-year second quarter. Mr. Joyce commented, "RDSI performance year-to-date has been consistent because of its stable revenue and disciplined control of expenses." Total revenue for second quarter of 2009 was $5.32 million, virtually unchanged from the $5.29 million reported for the second quarter of 2008.

As of June 2009, RDSI clients totaled 117 banking organizations. RDSI provided Data Processing services to 76 clients and Item Processing services to a total of 92 clients.

Operating expenses were $4.39 million for second quarter 2009, up $78 thousand, or 1.80 percent, from the second quarter of 2008. The increase was due largely to software expenses increasing $80 thousand, which is associated with additional product offerings.

Mr. Joyce concluded, "We continue to be pleased with RDSI's contribution to Rurban's overall performance and RDSI was a key component to the success we achieved in the first half of 2009. As we stated in an earlier press release, we plan to spin-off RDSI within the next 18 months and merge RDSI with New Core. We also disclosed in a Form 8K filed on May 29, 2009, that Information Technology, Inc. and Fiserv Solutions, Inc. (collectively, "Fiserv") delivered notices to RDSI stating their intention to terminate a series of license agreements and filed a lawsuit against RDSI in Nebraska seeking a declaratory judgment regarding Fiserv's ability to terminate those license agreements. Pursuant to the license agreements, RDSI licenses Fiserv's Premier software products which it has used to provide data processing services to many of its financial institution customers. An agreement is being negotiated, while the legal action is being currently stayed. RDSI believes that its data processing customers will have the choice of moving their processing to Fiserv or remaining with RDSI and being processed on Single Source(tm). The result could be the loss of some clients now being serviced by RDSI that choose to move their processing to Fiserv. The positive is that we believe RDSI and Single Source(tm) will likely have a sizable installed base, marking an exceptional start for a new core system and an exciting beginning point for an independent RDSI. While there will be many short-term challenges, we are excited about RDSI's long-term business opportunities as we create an exciting platform with strong possibilities for market share growth."

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 20 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 4,863,079 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. Certain statements within this document regarding the current litigation and dispute between RDSI and Fiserv also involve risks and uncertainties that include, but are not limited to, that the litigation may result in an adverse determination regarding RDSI's right to continue to license the Fiserv Premier software products, that existing customers of RDSI may move their processing to Fiserv, and that the litigation may result in significant costs and expenses and could divert management's attention and resources, which would have a material adverse affect on RDSI's business, financial condition and results of operations.

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.

ADDITIONAL INFORMATION REGARDING PLANNED SPIN-OFF OF RDSI

If and when the Board of Directors of Rurban decides to proceed with the planned spin-off of RDSI, Rurban and/or RDSI will file with the SEC a registration statement concerning the spin-off and the merger transaction between RDSI and New Core. That registration statement would include a combined prospectus for the offer and sale of RDSI common shares, as well as an information statement or proxy statement to be delivered to the New Core shareholders in connection with the approval of the merger transaction by the New Core shareholders. The combined prospectus and information statement/proxy statement and other documents filed by Rurban and/or RDSI with the SEC will contain important information about Rurban, RDSI, New Core and the merger transaction. WE URGE INVESTORS AND NEW CORE SHAREHOLDERS TO READ CAREFULLY THE COMBINED PROSPECTUS AND INFORMATION STATEMENT/PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS ALSO FILED WITH THE SEC. NEW CORE SHAREHOLDERS IN PARTICULAR SHOULD READ THE COMBINED PROSPECTUS AND INFORMATION STATEMENT/PROXY STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER TRANSACTION. Investors and shareholders will be able to obtain a free copy of the combined prospectus and information statement/proxy statement -- along with other filings containing information about Rurban and RDSI -- at the SEC's website at http://www.sec.gov. Copies of the combined prospectus and information statement/proxy statement, and the filings with the SEC incorporated by reference in the combined prospectus and information statement/proxy statement, can also be obtained free of charge by directing a request to Rurban Financial Corp., 401 Clinton Street, Defiance, Ohio 43512; Attention: Ms. Valda Colbart, Investor Relations Officer; Telephone: (419) 784-2759.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation, or sale is unlawful before registration or qualification of the securities under the securities laws of the jurisdiction. No offer of securities shall be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended.



 RURBAN FINANCIAL CORP.
 CONSOLIDATED BALANCE SHEETS
 June 30, 2009 and December 31, 2008 and June 30, 2008

                                June         December        June
                                2009           2008          2008
                             ------------  ------------  ------------
                             (Unaudited)                 (Unaudited)

 ASSETS
  Cash and due from banks    $ 25,617,514  $ 18,059,532  $ 11,876,639
  Federal funds sold                   --    10,000,000            --
                             ------------  ------------  ------------
    Cash and cash
     equivalents               25,617,514    28,059,532    11,876,639
  Available-for-sale
   securities                 109,988,049   102,606,475    96,706,231
  Loans held for sale          13,310,045     3,824,499     2,644,049
  Loans, net of unearned
   income                     441,217,413   450,111,653   404,434,895
  Allowance for loan
   losses                      (5,873,146)   (5,020,197)   (4,246,794)
  Premises and equipment,
   net                         16,636,308    17,621,262    15,128,647
  Purchased software            5,567,099     5,867,395     4,656,742
  Federal Reserve and
   Federal Home Loan
   Bank Stock                   3,748,250     4,244,100     4,105,000
  Foreclosed assets held
   for sale, net                1,346,449     1,384,335     1,479,561
  Accrued interest
   receivable                   2,512,786     2,964,663     2,757,523
  Goodwill                     21,414,790    21,414,790    13,940,618
  Core deposits and other
   intangibles                  5,392,114     5,835,936     4,788,465
  Cash value of life
   insurance                   12,845,586    12,625,015    12,393,478
  Other assets                  7,821,698     6,079,451     5,847,772
                             ------------  ------------  ------------

      Total assets           $661,544,955  $657,618,909  $576,512,826
                             ============  ============  ============


 LIABILITIES AND
 SHAREHOLDERS' EQUITY
  Deposits
   Non interest bearing
    demand                   $ 52,755,779  $ 52,242,626  $ 41,419,072
   Interest bearing NOW        77,890,648    73,123,095    57,503,181
   Savings                     37,978,225    34,313,586    24,980,849
   Money Market                84,810,835    82,025,074    71,656,108
   Time Deposits              219,558,052   242,516,203   206,998,707
                             ------------  ------------  ------------
      Total deposits          472,993,539   484,220,584   402,557,917
  Notes payable                 2,563,687     1,000,000            --
  Advances from Federal
   Home Loan Bank              40,466,373    36,646,854    37,808,264
  Fed Funds Purchased          10,000,000            --     3,600,000
  Repurchase Agreements        42,703,632    43,425,978    44,509,511
  Trust preferred
   securities                  20,620,000    20,620,000    20,620,000
  Accrued interest payable      1,750,093     1,965,842     2,158,948
  Other liabilities             7,034,918     8,077,647     5,896,457
                             ------------  ------------  ------------

     Total liabilities        598,132,242   595,956,905   517,151,097

  Shareholders' Equity
   Common stock                12,568,583    12,568,583    12,568,583
   Additional paid-in
    capital                    15,102,913    15,042,781    14,964,795
   Retained earnings           37,015,166    35,785,317    33,916,713
   Accumulated other
    comprehensive income
    (loss)                        478,565      (121,657)     (761,502)
   Treasury stock              (1,752,514)   (1,613,020)   (1,326,860)
                             ------------  ------------  ------------

     Total shareholders'
      equity                   63,412,713    61,662,004    59,361,729
                             ------------  ------------  ------------

     Total liabilities and
      shareholders' equity   $661,544,955  $657,618,909  $576,512,826
                             ============  ============  ============




 RURBAN FINANCIAL CORP.
 CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED

                        Three Months Ended        Six Months Ended
                              June 30,                June 30,
                      ----------------------- -----------------------
                         2009        2008        2009         2008
                      ----------- ----------- ----------- -----------
 Interest income
  Loans
    Taxable           $ 6,855,627 $ 7,023,308 $13,670,260 $13,831,504
    Tax-exempt             25,390      20,469      50,847      41,819
  Securities

    Taxable             1,134,573   1,090,570   2,214,070   2,130,464
    Tax-exempt            244,331     165,798     472,215     324,165
  Other                    29,745      15,380      29,877     112,789
                      ----------- ----------- ----------- -----------
    Total interest
     income             8,289,666   8,315,525  16,437,269  16,440,741

 Interest expense
  Deposits              1,657,345   2,623,590   3,555,649   5,715,492
  Other borrowings         33,411       9,483      47,803      26,989
  Retail Repurchase
   Agreements             431,336     450,763     858,823     911,315
  Federal Home Loan
   Bank advances          411,556     377,146     804,128     679,482
  Trust preferred
   securities             394,629     422,385     793,614     858,089
                      ----------- ----------- ----------- -----------
    Total interest
     expense            2,928,277   3,883,367   6,060,017   8,191,367
                      ----------- ----------- ----------- -----------

 Net interest income    5,361,389   4,432,158  10,377,252   8,249,374

   Provision for
    loan losses           798,850     212,997   1,293,992     405,215
                      ----------- ----------- ----------- -----------

 Net interest income
  after provision
  for loan losses       4,562,539   4,219,161   9,083,260   7,844,159

 Non-interest income
  Data service fees     4,956,034   4,948,783   9,928,583  10,213,348
  Trust fees              641,033     815,734   1,224,656   1,670,841
  Customer service
   fees                   649,003     612,825   1,223,702   1,199,032
  Net gain on sales
   of loans               938,345     183,145   2,016,392     457,748
  Net realized gain
   on sales of
   securities             423,784          --     477,591          --
  Net proceeds from
   VISA IPO                    --          --          --     132,106
  Investment
   securities
   recoveries                  --          --          --     197,487
  Loan servicing fees     103,863      55,220     171,736     118,160
  Gain (loss) on sale
   of assets               16,241        (390)    (42,414)    (71,422)
  Other income            169,488     185,841     345,050     399,371
                      ----------- ----------- ----------- -----------
   Total non-interest
    income              7,897,791   6,801,158  15,345,296  14,316,671

 Non-interest expense
  Salaries and
   employee benefits    5,298,604   4,435,657  10,222,726   8,874,421
  Net occupancy
   expense                911,719     511,179   1,584,120   1,077,195
  Equipment expense     1,698,905   1,625,708   3,312,298   3,193,345
  Data processing fees    208,726     104,792     344,462     201,359
  Professional fees       642,988     284,536   1,141,043     855,223
  Marketing expense       234,557     156,090     423,303     337,837
  Printing and office
   supplies               117,335     119,686     331,877     305,738
  Telephone and
   communication          399,835     421,858     806,228     843,787
  Postage and
   delivery expense       514,490     535,813   1,123,512   1,138,447
  State, local and
   other taxes            233,157     186,418     466,053     367,186
  Employee expense        257,204     303,372     517,142     533,983
  Other expenses          590,537     425,237   1,310,317     983,185
                      ----------- ----------- ----------- -----------
    Total non-interest
     expense           11,108,057   9,110,346  21,583,081  18,711,706
                      ----------- ----------- ----------- -----------

 Income before income
  tax expense           1,352,273   1,909,973   2,845,475   3,449,124
   Income tax expense     348,687     554,149     738,336     983,944
                      ----------- ----------- ----------- -----------

 Net income           $ 1,003,586 $ 1,355,824 $ 2,107,139 $ 2,465,180
                      =========== =========== =========== ===========

 Earnings per common
  share:
    Basic             $      0.20 $      0.28 $      0.43 $      0.50
                      =========== =========== =========== ===========
    Diluted           $      0.20 $      0.28 $      0.43 $      0.50
                      =========== =========== =========== ===========




                         RURBAN FINANCIAL CORP.
                   CONSOLIDATED FINANCIAL HIGHLIGHTS
                              (Unaudited)
 ----------------------------  --------------------------------------
                               Three Months Ended   Six Months Ended
                                     June 30,            June 30,
 (dollars in thousands except  ------------------  ------------------
  per share data)                2009      2008      2009      2008
 ----------------------------  --------  --------  --------  --------

 EARNINGS
  Net interest income          $  5,361  $  4,432  $ 10,377  $  8,249
  Provision for loan loss      $    799  $    213  $  1,294  $    405
  Non-interest income          $  7,897  $  6,801  $ 15,345  $ 14,317
  Revenue (net interest income
   plus non-interest income)   $ 13,258  $ 11,233  $ 25,722  $ 22,566
  Non-interest expense         $ 11,108  $  9,111  $ 21,583  $ 18,712
  Net income                   $  1,003  $  1,356  $  2,107  $  2,465

 PER SHARE DATA
  Basic earnings per share     $   0.20  $   0.28  $   0.43  $   0.50
  Diluted earnings per share   $   0.20  $   0.28  $   0.43  $   0.50
  Book value per share         $  13.04  $  12.08  $  13.04  $  12.08
  Tangible book value per share$   7.40  $   8.41  $   7.40  $   8.41
  Cash dividend per share      $   0.09  $   0.08  $   0.18  $   0.16

 PERFORMANCE RATIOS
  Return on average assets         0.61%     0.94%     0.64%     0.86%
  Return on average equity         6.29%     9.09%     6.67%     8.27%
  Net interest margin (tax
   equivalent)                     3.82%     3.55%     3.74%     3.34%
  Net interest margin -
   banking group                   4.04%     3.83%     3.98%     3.64%
  Non-interest expense /
   Average assets                  6.71%     6.29%     6.51%     6.53%
  Efficiency Ratio - bank
   (non-GAAP)                     72.67%    69.85%    82.18%    72.83%

 MARKET DATA PER SHARE
  Market value per share --
   Period end                  $   7.75  $   9.52  $   7.75  $   9.52
  Market as a % of book              59%       79%       59%       79%
  Cash dividend yield              4.65%     3.36%     4.65%     3.36%
  Period-end common shares
   outstanding (000)              4,864     4,914     4,864     4,914
  Common stock market
   capitalization ($000)       $ 37,696  $ 46,781  $ 37,696  $ 46,781

 CAPITAL & LIQUIDITY
  Equity to assets                  9.6%     10.3%      9.6%     10.3%
  Period-end tangible equity
   to tangible assets               5.6%      7.4%      5.6%      7.4%
  Total risk-based capital
   ratio (Estimate)                13.3%     15.7%     13.3%     15.7%

 ASSET QUALITY
  Net charge-offs/
   (Recoveries)                $    275  $    (18) $    442  $    149
  Net loan charge-offs (Ann.)/
   Average loans                   0.24%    (0.02%)    0.20%     0.07%
  Non-performing loans         $ 10,173  $  5,141  $ 10,173  $  5,141
  OREO / OAOs                  $  1,346  $  1,566  $  1,346  $  1,566
  Non-performing assets        $ 11,519  $  6,707  $ 11,519  $  6,707
  Non-performing assets/
   Total assets                    1.74%     1.16%     1.74%     1.16%
  Allowance for loan losses/
   Total loans                     1.33%     1.04%     1.33%     1.04%
  Allowance for loan losses/
   Non-performing Assets           51.0%     63.3%     51.0%     63.3%

 END OF PERIOD BALANCES
  Total loans, net of unearned
   income                      $441,217  $404,435  $441,217  $404,435
  Allowance for loan loss      $  5,873  $  4,247  $  5,873  $  4,247
  Total assets                 $661,545  $576,513  $661,545  $576,513
  Deposits                     $472,994  $402,558  $472,994  $402,558
  Stockholders' equity         $ 63,413  $ 59,362  $ 63,413  $ 59,362
  Full-time equivalent
   employees                        309       273       309       273

 AVERAGE BALANCES
  Loans                        $448,677  $404,756  $448,851  $397,338
  Total earning assets         $575,240  $510,521  $568,754  $504,628
  Total assets                 $662,589  $579,004  $663,177  $572,914
  Deposits                     $483,882  $412,080  $487,079  $412,045
  Stockholders' equity         $ 63,823  $ 59,671  $ 63,203  $ 59,628




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

 EARNINGS
  Net interest income    $  5,361 $  5,016 $  4,830 $  4,448 $  4,432
  Provision for loan
   loss                  $    799 $    495 $    138 $    146 $    213
  Non-interest income    $  7,897 $  7,448 $  6,755 $  6,989 $  6,801
  Revenue (net interest
   income plus non-
   interest income)      $ 13,258 $ 12,464 $ 11,585 $ 11,437 $ 11,233
  Non-interest expense   $ 11,108 $ 10,475 $  9,566 $  9,279 $  9,111
  Net income             $  1,003 $  1,104 $  1,328 $  1,424 $  1,356

 PER SHARE DATA
  Basic earnings per
   share                 $   0.20 $   0.23 $   0.27 $   0.29 $   0.28
  Diluted earnings per
   share                 $   0.20 $   0.23 $   0.27 $   0.29 $   0.28
  Book value per share   $  13.04 $  13.06 $  12.63 $  12.25 $  12.08
  Tangible book value
   per share             $   7.24 $   7.24 $   7.06 $   8.65 $   8.41
  Cash dividend per
   share                 $   0.09 $   0.09 $   0.09 $   0.09 $   0.08

 PERFORMANCE RATIOS
  Return on average
   assets                    0.61%    0.66%    0.88%    0.99%    0.94%
  Return on average
   equity                    6.29%    7.04%    8.75%    9.54%    9.09%
  Net interest margin
   (tax equivalent)          3.82%    3.67%    3.83%    3.56%    3.55%
  Net interest margin
   (Bank Only)               4.04%    3.93%    4.06%    3.84%    3.83%
  Non-interest expense/
   Average assets            6.71%    6.29%    6.31%    6.44%    6.29%
  Efficiency Ratio -
   bank (non-GAAP)          72.67%   77.41%   73.15%   71.13%   69.85%

 MARKET DATA PER SHARE
  Market value per share
   -- Period end         $   7.75 $   7.90 $   7.60 $   9.00 $   9.52
  Market as a % of book        59%      60%      60%      73%      79%
  Cash dividend yield        4.65%    4.56%    4.74%    4.00%    3.36%
  Period-end common
   shares outstanding
   (000)                    4,864    4,871    4,881    4,906    4,914
  Common stock market
   capitalization ($000) $ 37,696 $ 38,484 $ 37,099 $ 44,154 $ 46,781

 CAPITAL & LIQUIDITY
  Equity to assets            9.6%     9.6%     9.4%    10.3%    10.3%
  Period-end tangible
   equity to tangible
   assets                     5.6%     5.5%     6.6%     7.5%     7.4%
  Total risk-based
   capital ratio
   (Estimate)                13.3%    13.5%    13.0%    16.5%    15.6%

 ASSET QUALITY
  Net charge-offs/
   (Recoveries)          $    275 $    167 $    280 $    336 $    (18)
  Net loan charge-offs
   (Ann.) / Average loans    0.25%    0.15%    0.27%    0.33%   (0.02%)
  Non-performing loans   $ 10,173 $  9,163 $  5,178 $  4,659 $  5,141
  OREO / OAOs            $  1,346 $  1,426 $  1,409 $  1,611 $  1,566
  Non-performing assets  $ 11,519 $ 10,589 $  6,587 $  6,270 $  6,707
  Non-performing assets/
   Total assets              1.74%    1.59%    1.00%    1.07%    1.16%
  Allowance for loan
   losses / Total loans      1.33%    1.23%    1.12%    1.01%    1.04%
  Allowance for loan
   losses / Non-
   performing Assets         51.0%    50.5%    76.2%    64.7%    63.3%

 END OF PERIOD BALANCES
  Total loans, net of
   unearned income       $441,217 $434,052 $450,112 $399,910 $404,435
  Allowance for loan
   loss                  $  5,873 $  5,349 $  5,020 $  4,057 $  4,247
  Total assets           $661,545 $665,813 $657,619 $585,022 $576,513
  Deposits               $472,994 $487,634 $484,221 $406,454 $402,558
  Stockholders' equity   $ 63,413 $ 63,621 $ 61,662 $ 60,117 $ 59,362
  Full-time equivalent
   employees                  309      306      306      271      273

 AVERAGE BALANCES
  Loans                  $448,677 $448,271 $412,222 $401,790 $404,756
  Total earning assets   $575,240 $561,566 $518,707 $506,760 $510,521
  Total assets           $662,589 $666,292 $606,655 $576,774 $579,004
  Deposits               $483,882 $490,526 $431,076 $403,064 $412,080
  Stockholders' equity   $ 63,823 $ 62,692 $ 60,686 $ 59,717 $ 59,671




                        Rurban Financial Corp.
                           Segment Reporting
                   Three Months Ended June 30, 2009
                           ($ in Thousands)
                    -------------------------------------------------
                                         Parent   Elimin-   Rurban
 Income Statement    Total      Data     Company   ation   Financial
  Measures           Banking Processing and Other Entries    Corp.
 ----------------   --------- --------- --------- --------- ---------
  Interest Income    $  8,291  $    30   $    --  $    (32) $  8,289

  Interest Expense      2,501       64       395       (32)    2,928

  Net Interest Income   5,790      (34)     (395)       --     5,361

  Provision For Loan
   Loss                   799       --        --        --       799

  Non-interest Income   2,941    5,350       376      (770)    7,897

  Non-interest
   Expense              6,505    4,394       979      (770)   11,108

  Net Income QTD     $  1,048  $   608   $  (653) $     --  $  1,003

 Performance Measures
 --------------------
  Average  Assets -
   QTD               $641,939  $22,166   $86,005  $(87,521) $662,589

  ROAA                   0.65%   10.97%       --        --      0.61%

  Average Equity -
   QTD               $ 67,760  $14,674   $63,823  $(82,434) $ 63,823

  ROAE                   6.19%   16.57%       --        --      6.29%

  Efficiency Ratio
   - %                  72.67%      --        --        --     82.11%

  Average Loans
   - QTD             $449,595  $ 2,044   $    --  $ (2,972) $448,667

  Average Deposits
   - QTD             $485,997  $    --   $    --  $ (2,115) $483,882




                        Rurban Financial Corp.
                           Segment Reporting
                    Six Months Ended June 30, 2009
                           ($ in Thousands)
                    -------------------------------------------------
                                         Parent   Elimin-   Rurban
 Income Statement    Total      Data     Company   ation   Financial
  Measures           Banking Processing and Other Entries    Corp.
 ----------------   --------- --------- --------- --------- ---------

  Interest Income    $ 16,450  $    30   $    --  $    (43)  $ 16,437

  Interest Expense      5,220       89       794       (43)     6,060

  Net Interest Income  11,230      (59)     (794)       --     10,377

  Provision For Loan
   Loss                 1,294       --        --        --      1,294

  Non-interest Income   5,443   10,723       776    (1,597)    15,345

  Non-interest
   Expense             12,814    8,579     1,787    (1,597)    21,583


 Net Income YTD      $  1,910  $ 1,376   $(1,179) $     --   $  2,107

 Performance Measures
 --------------------
  Average  Assets -
   YTD               $642,105  $21,226   $85,700  $(85,854)  $663,177

  ROAA                   0.59%   12.97%       --        --       0.64%

  Average Equity -
   YTD               $ 67,149  $14,641   $63,203  $(81,790)  $ 63,203

  ROAE                   5.69%   18.80%       --        --       6.67%

  Efficiency Ratio
   - %                  74.93%      --        --        --      82.18%

  Average Loans
   - YTD             $449,511  $ 1,028   $    --  $ (1,688)  $448,851

  Average Deposits
   - YTD             $489,455  $    --   $    --  $ (2,376)  $487,079




                        Rurban Financial Corp.
                   Proforma Performance Measurement
              Quarterly Comparison - Second Quarter 2009

                           ($ in Thousands)
                    -------------------------------------------------
                                         Parent   Elimin-    Rurban
                    Total       Data     Company   ation    Financial
                    Banking  Processing and Other Entries     Corp.
                    --------- --------- --------- --------- ---------

 Revenue
 -------
  2Q09              $  8,731   $ 5,316  $   (19)  $   (770) $ 13,258
  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
   2nd Quarter
    Comparison      $  2,002   $    31  $    (4)  $     --  $  2,025

 Non-interest
  Expenses
 ------------
  2Q09              $  6,505   $ 4,394  $   979   $   (770) $ 11,108
  1Q09              $  6,309   $ 4,185  $   808   $   (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
   2nd Quarter
    Comparison      $  1,693   $    78  $   231   $     --  $  1,998

 Net Income
 ----------
  2Q09              $  1,048   $   608  $  (653)  $     --  $  1,003
  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
  2nd Quarter
   Comparison       $   (169)  $   (32) $  (152)  $     --  $   (353)

 Average Assets
 --------------
  2Q09              $641,939   $22,166  $86,005   $(87,521) $662,589
  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
   2nd Quarter
    Comparison      $ 81,716   $ 1,952  $ 4,426   $     --  $ 83,585

 ROAA
 ----
  2Q09                  0.65%    10.97%      --         --      0.61%
  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%
   2nd Quarter
    Comparison         (0.22%)   (1.69%)     --         --     (0.33%)

 Average Equity
 --------------
  2Q09              $ 67,760   $14,674  $63,823   $(82,434) $ 63,823
  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
   2nd Quarter
    Comparison      $  8,365   $(1,187) $ 4,152   $     --  $  4,152

 ROAE
 ----
  2Q09                  6.19%    16.57%      --         --      6.29%
  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%
   2nd Quarter
    Comparison         (2.01%)    0.43%      --         --     (2.80%)

 Efficiency Ratio
 -----------------
  2Q09                 72.67%    81.49%      --         --     82.11%
  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%
   2nd Quarter
    Comparison          2.82%     0.99%      --         --      2.55%


            

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