Rurban Financial Corp. Reports Another Substantial Increase in Earnings


DEFIANCE, Ohio, July 16, 2008 (PRIME NEWSWIRE) -- Rurban Financial Corp. (Nasdaq:RBNF), reported second quarter 2008 earnings of $1.36 million, or $0.28 per diluted share, an increase of 72.7 percent above the $785,000, or $0.16 per diluted share, reported in second quarter 2007, and 22.3 percent above linked first quarter earnings of $1.11 million, or $0.22 per diluted share. Rurban's strong second quarter performance reflects growth initiatives and efficiency enhancements implemented in Rurban's operating subsidiaries, The State Bank and Trust Company and RDSI. Rurban is a leading provider of community banking, investment management, trust services and bank data and item processing services.

Consolidated earnings for the 2008 second quarter include a one-time after-tax gain of $132,000 ($200,000 pre-tax) arising from the recovery of legal fees associated with Rurban's workout subsidiary, RFCBC, Inc. Excluding the net after-tax impact of this $132,000 gain, operating earnings were $1.22 million, or $0.25 per share for the 2008 quarter, compared with $785,000 for the prior-year quarter, up 55.9 percent.

For the first half of 2008, consolidated earnings were $2.5 million, or $0.50 per diluted share, an increase of 65.7 percent over the $1.5 million, or $0.30 per diluted share, recorded for the first half of 2007. Consolidated earnings for the first half of 2008 include one-time pre-tax gains of $200,000, $197,000, and $132,000, respectively, from the recovery of legal fees associated with RFCBC, the partial recovery of previously written-off WorldCom securities, and proceeds from the sale of equity securities derived from the VISA Inc. Initial Public Offering (IPO). These gains were partially offset by $176,000 of one-time expenses associated with the wind-down of RFCBC. The net of these one-time items resulted in an after-tax gain of $233,000 for year-to-date 2008. The first half of 2007 included a pre-tax merger-related expense of $95,000 ($63,000 after-tax). Excluding the after-tax impact of the $233,000 net gain during the first six months of 2008, and the $63,000 expense from the year-ago period, operating earnings were $2.2 million in 2008, compared with $1.6 million for the first half of 2007, an improvement of 44.0 percent.

"Our success this quarter and this year is the result of the planning and execution of strategies that began two years ago," said Kenneth Joyce, President and Chief Executive Officer of Rurban Financial Corp. "I had previously characterized the first three months of 2008 as a breakthrough quarter for Rurban," Mr. Joyce continued. "I am even more pleased now to confirm that we have built a strong, dynamic franchise, which continues adding value through extremely challenging economic conditions. We are improving our performance quarterly, and I am confident that the initiatives and people we have in place will continue to support this momentum."

"We believe we have a unique combination of businesses that gives us a good balance between fee revenue and loan income, and this balance makes us less vulnerable to dislocations in the credit markets. Also, because of our experience with problem loans in the past, we entered this turbulent period in the financial industry with a disciplined credit framework, strong controls and seasoned, well-trained lenders. As a result, we have been able to grow our business this year, while many others in the industry are contracting and retreating; we are not experiencing any credit quality decline at this time."

The Banking Group (including RFCBC, the workout company) increased earnings 46.6 percent from $830,000 in the second quarter of 2007 to $1.2 million in the second quarter of 2008. Excluding from earnings a one-time net after-tax gain of $132,000 ($200,000 pre-tax) in second quarter 2008, which represents RFCBC's recovery of legal fees, the Banking Group's second quarter 2008 operating earnings were $1.1 million compared with $830,000 in second quarter 2007, up $255,000, or 30.7 percent.

RDSI earned $640,000 during the second quarter 2008, an increase of $164,000, or 34.4 percent, above the $476,000 earned in the year-ago quarter.

Highlights of Rurban's consolidated second quarter performance are as follows:



 * Consolidated Return on Average Assets (ROAA) was 0.94 percent for
   the second quarter of 2008 compared with 0.57 percent for the year-
   ago quarter, up 37 basis points. On an operating basis, excluding
   one-time items, second quarter 2008 ROAA was 0.85 percent, while
   second quarter 2007 ROAA was 0.57 percent, an increase of 28 basis
   points for the year-over-year quarters.
 * Loans grew $22.8 million, or 6.0 percent, over the past twelve
   months, resulting from aggressive calling initiatives and Rurban's
   entry into higher growth markets, such as Lima, Toledo suburbs,
   Columbus, and Fort Wayne, Indiana. Rurban's strategy of efficient,
   in-market acquisitions and opening loan production offices followed
   by full-service branches has been a cost-effective approach to
   building franchise value and improving earnings.
 * The recent rate reductions were beneficial to The State Bank and
   Trust Company, which is liability sensitive. The Banking Group net
   interest margin for the second quarter 2008 was 3.83 percent, up 38
   basis points from the linked quarter and 27 basis points from the
   prior-year period. 
 * On May 23, 2008, the Company announced plans to acquire NBM
   Bancorp, Incorporated and its subsidiary, National Bank of
   Montpelier. The acquisition is expected to close later this year
   pending the approval of NBM Bancorp, Incorporated shareholders,
   banking regulators, and the satisfaction of customary closing
   conditions. Upon completion, the deal will add approximately $109
   million in assets and $90 million in deposits and extend Rurban's
   banking operations into Williams County, Ohio. The acquisition is
   projected to be immediately accretive to earnings with full
   contribution in approximately six months from closing. A nominal
   charge for merger related expenses before year-end is expected.

 CONSOLIDATED - QUARTERLY RESULTS
                                                                   
 (Dollars in thousands except per share data)                      
                                                                   
 OPERATING EARNINGS:              2Q 2008      1Q 2008     2Q 2007 
 -------------------            ---------    ---------   ---------
 Net interest income            $   4,432    $   3,817   $   3,751 
 Non-interest income*               6,801        7,186       6,508 
 Operating revenue*                11,233       11,003      10,259 
 Provision for loan losses            213          192         146 
 Operating expense*                 9,111        9,601       9,065 
 Net income (GAAP)                  1,356        1,109         785 
 Operating income                   1,224        1,008         785 
 Diluted EPS                    $    0.28    $    0.22   $    0.16 
 
 * Nonrecurring item in 2Q 2008 is a (pretax) gain of $200,000 from
 the recovery of legal fees associated with RFCBC. Nonrecurring items
 in 1Q 2008 are (pretax) gains of $197,500 from WorldCom bond
 recovery, $132,000 of proceeds from VISA IPO and expenses of $176,000
 associated with RFCBC (workout company).  

Operating revenue, consisting of net interest income and non-interest income, was $11.2 million for the second quarter of 2008, up 9.5 percent from the year-ago quarter. For second quarter 2008, net-interest income increased $681,000, or 18.2 percent, compared to the year-ago quarter. Growth in net interest income was driven from the combined impact of a 6.0 percent increase in average loans and a 36 basis point, or 11.3 percent, improvement in the year-over-year consolidated net interest margin.

Operating expenses were $9.1 million for the second quarter of 2008, which were unchanged from the second quarter of 2007. Expenses were well-controlled, mainly as a result of a 12 FTE decline in staffing, ending the current quarter with 273 FTE employees. This staff reduction kept salaries and employee benefits virtually unchanged over the course of the year. The increased postage and delivery expense - up $152,000 from second quarter 2007 - is a result of RDSI bringing mailing operations in-house during first quarter 2008 instead of outsourcing preparation and mailing. This is a pass-through expense, which also increases revenue, resulting in a net contribution to net income. The large decrease in professional fees from the year-ago quarter reflects the recovery of litigation expenses previously mentioned.

BANKING GROUP OPERATING RESULTS

Net income for the Banking Group was $1.2 million for the second quarter of 2008 compared with $830,000 reported for the prior-year quarter, an increase of 46.6 percent. Included in second quarter 2008 results is a recovery of $200,000 pre-tax ($132,000 after-tax) in legal fees associated with RFCBC.

"Our performance this quarter is being driven by initiatives begun two years ago with continuing innovations as markets change and opportunities are presented," said Mr. Joyce. "Our company has been, and continues to be, successful in growing our loan portfolio and originating mortgage loans meeting our stringent standards. We originated $13.0 million in new mortgage loans in the quarter, compared with $9.5 million in the year-ago second quarter. Our execution of deposit generation strategies continues to successfully increase low-cost deposits, while reducing our dependence on higher cost funding. These programs have virtually eliminated our current dependence on broker deposits."



 BANKING GROUP - QUARTERLY RESULTS

 (Dollars in thousands except per share data)                     
                                                                  
 OPERATING EARNINGS:              2Q 2008      1Q 2008     2Q 2007
 -------------------            ---------    ---------   ---------
 Net interest income            $   4,881    $   4,295   $   4,272
 Non-interest income*               1,848        1,938       1,858
 Operating revenue*                 6,729        6,233       6,130
 Provision for loan losses            213          192         146
 Operating expense*                 4,812        5,018       4,848
 Net income (GAAP)                  1,217          917         830
 Operating income               $   1,085    $     881   $     830
   
 * Nonrecurring item in 2Q 2008 is a (pretax) gain of $200,000 from
 the recovery of legal fees associated with RFCBC. Nonrecurring items
 in 1Q 2008 are (pretax) gains of $197,500 from WorldCom bond
 recovery, $132,000 of proceeds from VISA IPO and expenses of $176,000
 associated with RFCBC (workout company). 

Rurban's Banking Group consists of The State Bank and Trust Company, a $560 million asset organization with a trust business managing approximately $375 million of assets, and RFCBC, Inc., which is a loan workout company and a small portion of the Banking Group. RFCBC is projected to be closed out at the end of this year and has only one remaining credit relationship that is less than $500 thousand, classified non-performing, that is making significant, regular debt reduction payments.

Operating revenue for the Banking Group, consisting of net interest income and non-interest income, totaled $6.7 million for the second quarter of 2008, compared with $6.2 million for the second quarter of 2007, an increase of 8.0 percent. Net interest income increased 13.6 percent to $4.9 million over the past three months, reflecting average earning asset growth of 2.3 percent and a Banking Group net interest margin of 3.83 percent for second quarter 2008, an increase of 27 basis points, or 7.6 percent, over the same period. In a market where interest rates have been declining, Rurban's net interest margin has been aided by the Bank's liability sensitive position.

The Bank recorded a provision for loan losses this quarter of $213,000 compared with $192,000 in the linked-quarter and $146,000 in the year-ago quarter. The allowance for loan loss to total loans was 1.04 percent at the end of the quarter. The higher provision in the second quarter is principally due to loan growth.

Operating expenses were $4.8 million for the second quarter of 2008, down $206,000 from the linked quarter and $37,000 from the prior-year second quarter. This decline is attributable to the efficiencies gained from merging all the bank activities into The State Bank and Trust Company during the first quarter of 2007, and the one-time recovery of legal fees at RFCBC totaling $200,000. Overall, litigation fees within the workout company of RFCBC continue to decline. Reflecting this improvement, the efficiency ratio for the Banking Group declined to 69.85 percent for the current quarter, compared with 75.90 percent for the linked quarter, and 77.23 percent for the prior-year second quarter.

Total loans, net of unearned income, were $404.4 million at June 30, 2008, up $22.8 million, or 6.0 percent, during the past twelve months, and $12.5 million (annualized 12.7 percent) from the linked quarter. Growth over the past twelve months was derived primarily from commercial real estate loans, up $24.5 million, and commercial business loans, up $7.3 million. Commercial loans now account for 67.7 percent of the loan portfolio, compared with 63.6 percent twelve months ago. Linked quarter growth was derived from commercial real estate, up $14.0 million, and commercial business loans, up $3.0 million. Growth from both prior periods was partially offset by declines in consumer and residential mortgage loans.

Total deposits at June 30, 2008 were $402.6 million, down $14.2 million, or 3.4 percent, from the linked quarter and down $5.0 million, or 1.2 percent, from 2007 June quarter-end. Time Certificates of Deposits led the declines in both periods - down $11.5 million, or 5.2 percent, in the linked quarter and $18.6, or 8.2 percent in the year-ago period. Year-over-year declines were offset by increases in interest bearing NOW accounts, up $8.6 million, and Money Market accounts up $6.1 million to $57.5 million and $71.7 million, respectively. Broker Deposits totaled only $1.3 million at quarter-end.

"Liability management has been one of our major focal points over the last two years," Mr. Joyce remarked. "We have aggressively marketed low-cost transaction deposit accounts in our markets, and our success in transaction accounts reflects that effort. At the end of the second quarter, the percentage of transaction account balances to total deposits increased from the linked quarter, as well as the year-ago quarter. As a result, our average cost of funds declined by 46 basis points from second quarter 2007. We remain focused on low cost transaction accounts versus high cost Certificate of Deposit accounts. We are pleased with the results of this strategy and will continue to aggressively market deposit products in our banking footprint."



 ASSET QUALITY - QUARTERLY RESULTS

 (Dollars in thousands except percent data)                        
                                                                   
 ASSET QUALITY                    2Q 2008      1Q 2008     2Q 2007 
 -------------                  ---------    ---------   --------- 
 Net charge-offs (Recoveries)   $     (18)   $     166   $      90 
 Net charge-offs to avg. loans                                     
  (Annualized)                      (0.02%)       0.17%       0.09%
 Non-performing assets (NPA's)  $   6,707    $   6,967   $   5,997 
 NPA / Total assets                  1.16%        1.22%       1.09%
 Allowance for loan losses      $   4,247    $   4,016   $   3,824 
 Allowance for loan                                                
  losses / Loans                     1.04%        1.02%       1.00%

Non-performing assets (loans + OREO + OAO) were $6.7 million, or 1.16 percent, of total assets on June 30, 2008, compared with $7.0 million, or 1.22 percent, of total assets for the linked quarter and $6.0 million, or 1.09 percent, of total assets 12 months ago. All benchmarks of asset quality remain stable.

RDSI OPERATING RESULTS

Second quarter 2008 net income for RDSI was $640,000, an increase of 34.5 percent from the $476,000 reported for the prior-year second quarter. Mr. Joyce commented, "RDSI continues to provide strong performance through its revenue growth and disciplined control of expenses." Total revenue for second quarter of 2008 was $5.3 million, an increase 6.8 percent above the $5.0 million reported for the second quarter of 2007. The increase in revenue was aided by strong growth in new client bank sales throughout 2007, which were converted in late 2007 and early 2008.

As of June 2008, RDSI clients totaled 117 banking organizations. RDSI provided Data Processing services to 75 clients and Item Processing services to a total of 92 clients.

Operating expenses were $4.3 million for second quarter 2008, up $88,000, or 2.1 percent, from the second quarter of 2007. The increase was due largely to postage expenses associated with the aforementioned in-house process RDSI started in the first quarter of 2008. Excluding this change in how the company handles postage expense, operating expenses decreased $86,000, or 2.0 percent, reflecting numerous efficiencies gained on consolidations within the item processing segment of RDSI's business.

Mr. Joyce concluded, "We continue to be pleased with RDSI's contribution to Rurban's performance. RDSI has been a key component to our successful first half of 2008, and we are looking forward to new avenues of growth for the business within a framework of careful, disciplined expense management. Again, this solid base of steady and consistent fee growth is a strategic competitive advantage for Rurban and contributes to shareholder value."

Rurban continues to maintain a strong capital position. Stockholders' equity totaled $59.4 million for June 30, 2008, an increase of $2.0 million, or 3.5 percent, from 12 months ago. Period-end tangible equity to tangible assets remains strong at 7.4%. Capital ratios exceed the regulatory minimums for a well-capitalized institution.

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 Rurbanc Data Services, Inc. (RDSI), including DCM. The State Bank and Trust Company offers financial services through its 17 branches in Allen, Defiance, Fulton, Lucas, Paulding 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, 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 4,913,933 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. 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
 June 30, 2008, December 31, 2007 and June 30, 2007

                                June       December       June
                                2008         2007         2007
                                ----         ----         ----
                             (Unaudited)               (Unaudited)
 ASSETS

  Cash and due from banks   $ 11,876,639 $ 15,183,627 $  12,120,732
  Federal funds sold                  --    2,000,000            --
                            ------------ ------------ -------------
   Cash and cash
    equivalents               11,876,639   17,183,627    12,120,732
  Available-for-sale
   securities                 96,706,231   92,661,386    93,376,749
  Loans held for sale          2,644,049    1,649,758       389,900
  Loans, net of unearned
   income                    404,434,895  389,268,744   381,661,661
  Allowance for loan losses   (4,246,794)  (3,990,455)   (3,824,445)
  Premises and equipment,
   net                        15,128,647   15,128,754    15,710,869
  Purchased software           4,656,742    4,282,563     4,639,198
  Federal Reserve and
   Federal Home Loan Bank
   Stock                       4,105,000    4,021,200     4,040,700
  Foreclosed assets held
   for sale, net               1,479,561      124,131        83,891
  Accrued interest
   receivable                  2,757,523    3,008,968     2,971,082
  Goodwill                    13,940,618   13,940,618    13,690,092
  Core deposits and other
   intangibles                 4,788,465    5,135,228     5,503,122
  Cash value of life
   insurance                  12,393,478   12,160,581    10,953,313
  Other assets                 5,847,772    6,638,895     6,883,346
                            ------------ ------------ -------------

     Total assets           $576,512,826 $561,213,998 $ 548,200,210
                            ============ ============ =============

 LIABILITIES AND
  SHAREHOLDERS' EQUITY
  Deposits
   Non interest bearing
    demand                  $ 41,419,072 $ 41,541,297 $  41,163,381
   Interest bearing NOW       57,503,181   54,308,665    48,910,162
   Savings                    24,980,849   25,320,126    26,356,783
   Money Market               71,656,108   61,380,252    65,599,894
   Time Deposits             206,998,707  223,480,842   225,554,636
                            ------------ ------------ -------------
    Total deposits           402,557,917  406,031,182   407,584,856
   Notes payable                    --        922,457     1,126,860
   Advances from Federal
    Home Loan Bank            37,808,264   24,000,000    21,000,000
   Fed Funds Purchased         3,600,000           --     1,000,000
   Repurchase Agreements      44,509,511   43,006,438    33,116,993
   Trust preferred
    securities                20,620,000   20,620,000    20,620,000
   Accrued interest payable    2,158,948    2,532,914     2,121,446
   Other liabilities           5,896,457    4,775,773     4,280,560
                            ------------ ------------ -------------

     Total liabilities       517,151,097  501,888,764   490,850,715

   Shareholders' Equity

    Common stock              12,568,583   12,568,583    12,568,583
    Additional paid-in
     capital                  14,964,795   14,923,571    14,882,083
    Retained earnings         33,916,713   32,361,106    31,291,504
    Accumulated other
     comprehensive income
     (loss)                     (761,502)      82,235    (1,243,475)
    Treasury stock            (1,326,860)    (610,260)     (149,200)
                            ------------ ------------ -------------

     Total shareholders'
      equity                  59,361,729   59,325,235    57,349,495
                            ------------ ------------ -------------

     Total liabilities
      and shareholders'
      equity                $576,512,826 $561,213,998 $ 548,200,210
                            ============ ============ =============

 RURBAN FINANCIAL CORP.
 CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED

                      Three Months Ended       Six Months Ended
                           June 30,                June 30,
                           --------                --------
                       2008        2007        2008        2007
                       ----        ----        ----        ----
 Interest income
  Loans
   Taxable         $ 7,023,308 $ 6,976,506 $13,831,504 $13,653,319
   Tax-exempt           20,469      17,250      41,819      34,543
  Securities
   Taxable           1,090,570   1,044,300   2,130,464   2,135,497
   Tax-exempt          165,798     160,845     324,165     313,902
  Other                 15,380      35,138     112,789     113,606
                   ----------- ----------- ----------- -----------
   Total interest
    income           8,315,525   8,234,039  16,440,741  16,250,867

 Interest expense
  Deposits           2,623,590   3,381,667   5,715,492   6,715,397
  Other borrowings       9,483      57,546      26,989     108,618
  Retail
   Repurchase
   Agreements          450,763     351,833     911,315     695,682
  Federal Home
   Loan Bank
   advances            377,146     242,658     679,482     492,245
  Trust preferred
   securities          422,385     450,197     858,089     895,511
                   ----------- ----------- ----------- -----------
   Total interest
    expense          3,883,367   4,483,901   8,191,367   8,907,453
                   ----------- ----------- ----------- -----------

 Net interest
  income             4,432,158   3,750,138   8,249,374   7,343,414

  Provision for
   loan losses         212,997     145,594     405,215     238,234
                   ----------- ----------- ----------- -----------

 Net interest
  income after
  provision for
  loan losses        4,219,161   3,604,544   7,844,159   7,105,180

 Non-interest
  income
  Data service
   fees              4,948,783   4,629,258  10,213,348   9,463,394
  Trust fees           815,734     865,880   1,670,841   1,692,262
  Customer service
   fees                612,825     533,209   1,199,032   1,061,633
  Net gain on
   sales of loans      183,145     207,366     457,748     307,442
  Net realized
   gain on sales
   of securities            --         367          --         367
  Net proceeds
   from VISA IPO            --          --     132,106          --
  Investment
   securities
   recoveries               --          --     197,487          --
  Loan servicing
   fees                 55,220      56,234     118,160     119,143
  Gain (loss) on
   sale of assets         (390)     14,010     (71,422)     49,977
  Other income         185,841     201,376     399,371     552,224
                   ----------- ----------- ----------- -----------
   Total non-
    interest
    income           6,801,158   6,507,700  14,316,671  13,246,442

 Non-interest
  expense
  Salaries and
   employee
   benefits          4,435,657   4,185,324   8,874,421   8,582,111
  Net occupancy
   expense             511,179     505,925   1,077,195   1,033,058
  Equipment
   expense           1,625,708   1,676,676   3,193,345   3,282,549
  Data processing
   fees                104,792     114,243     201,359     270,424
  Professional
   fees                284,536     501,015     855,223   1,178,406
  Marketing
   expense             156,090     187,098     337,837     342,783
  Printing and
   office supplies     119,686     181,362     305,738     379,454
  Telephone and
   communication       421,858     437,690     843,787     882,894
  Postage and
   delivery
   expense             535,813     384,091   1,138,447     776,352
  State, local and
   other taxes         186,418     165,175     367,186     364,916
  Employee expense     303,372     280,078     533,983     535,147
  Other expenses       425,237     446,693     983,185     737,529
                   ----------- ----------- ----------- -----------
   Total non-
    interest
    expense          9,110,346   9,065,370  18,711,706  18,365,623
                   ----------- ----------- ----------- -----------

 Income before
  income tax
  expense            1,909,973   1,046,874   3,449,124   1,985,999
  Income tax
   expense             554,149     261,829     983,944     498,501
                   ----------- ----------  ----------- -----------

 Net income        $ 1,355,824 $   785,045 $ 2,465,180 $ 1,487,498
                   =========== =========== =========== ===========

 Earnings per
  common share:
      Basic        $      0.28 $      0.16 $      0.50 $      0.30
                   =========== =========== =========== ===========
      Diluted      $      0.28 $      0.16 $      0.50 $      0.30
                   =========== =========== =========== ===========

   RURBAN FINANCIAL CORP.
   CONSOLIDATED FINANCIAL 
         HIGHLIGHTS
        (Unaudited)
 ------------------------
                           Three Months Ended     Six Months Ended
                                June 30,              June 30,
   (dollars in thousands        --------              --------
   except per share data)    2008       2007       2008       2007
 ------------------------ ---------  ---------  ---------  ---------

 EARNINGS
  Net interest income     $   4,432  $   3,750  $   8,249  $   7,344
  Provision for loan loss $     213  $     146  $     405  $     239
  Non-interest income     $   6,801  $   6,508  $  14,317  $  13,247
  Revenue (net interest
   income plus non-
   interest income)       $  11,233  $  10,258  $  22,566  $  20,591
  Non-interest expense    $   9,111  $   9,065  $  18,712  $  18,366
  Net income              $   1,356  $     785  $   2,465  $   1,487

 PER SHARE DATA
  Basic earnings per
   share                  $    0.28  $    0.16  $    0.50  $    0.30
  Diluted earnings per
   share                  $    0.28  $    0.16  $    0.50  $    0.30
  Book value per share    $   12.08  $   11.43  $   12.08  $   11.43
  Tangible book value per
   share                  $    8.41  $    7.83  $    8.41  $    7.83
  Cash dividend per share $    0.08  $    0.06  $    0.16  $    0.12

 PERFORMANCE RATIOS
  Return on average
   assets                      0.94%      0.57%      0.86%      0.54%
  Return on average
   equity                      9.09%      5.45%      8.27%      5.18%
  Net interest margin
   (tax equivalent)            3.55%      3.19%      3.34%      3.11%
  Net interest margin
   (Banking Group)             3.83%      3.56%      3.64%      3.51%
  Non-interest expense /
   Average assets              6.29%      6.60%      6.53%      6.65%
  Efficiency Ratio - 
   (Banking Group)
   (non-GAAP)                 69.85%     77.23%     72.83%     80.69%

 MARKET DATA PER SHARE
  Market value per share
   - Period end           $    9.52  $   12.82  $    9.52  $   12.82
  Market as a % of book          79%       112%        79%       112%
  Cash dividend yield          3.36%      1.87%      3.36%      1.87%
  Period-end common
   shares outstanding
   (000)                      4,914      5,015      4,914      5,015
  Common stock market
   capitalization ($000)  $  46,781  $  64,298  $  46,781  $  64,298

 CAPITAL & LIQUIDITY
  Equity to assets             10.3%      10.5%      10.3%      10.5%
  Period-end tangible
   equity to tangible
   assets                       7.4%       7.4%       7.4%       7.4%
  Tier 1 risk-based
   capital ratio               14.6%      14.9%      14.6%      14.9%
  Total risk-based
   capital ratio               15.7%      16.1%      15.7%      16.1%

 ASSET QUALITY
  Net charge-offs /
   (Recoveries)           $     (18) $      90  $     149  $     131
  Net loan charge-offs
   (Ann.) / Average loans     (0.02%)     0.09%      0.07%      0.14%
  Non-performing loans    $   5,141  $   5,913  $   5,141  $   5,913
  OREO / OAOs             $   1,566  $      84  $   1,566  $      84
  Non-performing assets   $   6,707  $   5,997  $   6,707  $   5,997
  Non-performing assets /
   Total assets                1.16%      1.09%      1.16%      1.09%
  Allowance for loan
   losses / Total loans        1.04%      1.00%      1.04%      1.00%
  Allowance for loan
   losses / Non-performing
   Assets                      63.3%      63.8%      59.0%      63.8%

 END OF PERIOD BALANCES
  Total loans, net of
   unearned income        $ 404,435  $ 381,662  $ 404,435  $ 381,662
  Allowance for loan loss $   4,247  $   3,824  $   4,247  $   3,824
  Total assets            $ 576,513  $ 548,200  $ 576,513  $ 548,200
  Deposits                $ 402,558  $ 407,585  $ 402,558  $ 407,585
  Stockholders' equity    $  59,362  $  57,349  $  59,362  $  57,349
  Full-time equivalent
   employees                    273        285        273        285

 AVERAGE BALANCES         
  Loans                   $ 404,756  $ 379,191  $ 397,338  $ 375,499
  Total earning assets    $ 510,521  $ 482,036  $ 504,628  $ 483,449
  Total assets            $ 579,004  $ 549,426  $ 572,914  $ 552,398
  Deposits                $ 412,080  $ 410,392  $ 412,045  $ 412,979
  Stockholders' equity    $  59,671  $  57,617  $  59,628  $  57,443

 RURBAN FINANCIAL CORP.
 CONSOLIDATED FINANCIAL 
       HIGHLIGHTS 
       (Unaudited)              
 -------------------- --------  -------- -------- -------- --------
 (dollars in thousands 
   except per share    2nd Qtr  1st Qtr  4th Qtr  3rd Qtr   2nd Qtr
        data)           2008      2008     2007     2007     2007
 -------------------- --------  -------- -------- -------- --------

 EARNINGS
  Net interest income $  4,432  $  3,817 $  3,783 $  3,661 $  3,750
  Provision for loan 
   loss               $    213  $    192 $    143 $    140 $    146
  Non-interest income $  6,801  $  7,516 $  6,832 $  6,783 $  6,508
  Revenue (net 
   interest income 
   plus non-
   interest income)   $ 11,233  $ 11,333 $ 10,615 $ 10,444 $ 10,258
  Non-interest 
   expense            $  9,111  $  9,601 $  9,164 $  9,106 $  9,065
  Net income          $  1,356  $  1,109 $    906 $    864 $    785

 PER SHARE DATA
  Basic earnings per
   share              $   0.28  $   0.22 $   0.18 $   0.17 $   0.16
  Diluted earnings 
   per share          $   0.28  $   0.22 $   0.18 $   0.17 $   0.16
  Book value per 
   share              $  12.08  $  12.11 $  11.92 $  11.70 $  11.43
  Tangible book value
   per share          $   8.41  $   8.10 $   8.00 $   7.87 $   7.83
  Cash dividend per
   share              $   0.08  $   0.08 $   0.07 $   0.07 $   0.06

 PERFORMANCE RATIOS
  Return on average
   assets                 0.94%     0.78%    0.64%    0.62%    0.57%
  Return on average
   equity                 9.09%     7.50%    6.15%    5.97%    5.45%
  Net interest margin
   (tax equivalent)       3.55%     3.26%    3.12%    2.96%    3.19%
  Net interest margin
   (Banking Group)        3.83%     3.45%    3.43%    3.41%    3.56%
  Non-interest 
   expense / 
   Average assets         6.29%     6.77%    6.48%    6.56%    6.60%
  Efficiency Ratio -
   (Banking Group)
   (non-GAAP)            69.85%    75.90%   76.68%   80.17%   77.23%

 MARKET DATA PER 
  SHARE
  Market value per
   share - Period 
   end                $   9.52  $  10.24 $  12.49 $  12.65 $  12.82
  Market as a % of 
   book                     79%       85%     105%     108%     112%
  Cash dividend yield     3.36%     3.13%    2.24%    2.21%    1.87%
  Period-end common
   shares outstanding
   (000)                 4,914     4,942    4,979    4,999    5,015
  Common stock market
   capitalization
 ($000)               $ 46,781  $ 50,605 $ 62,188 $ 63,237 $ 64,298

 CAPITAL & LIQUIDITY
  Equity to assets        10.3%     10.5%    10.6%    10.3%    10.5%
  Period-end tangible
   equity to tangible
   assets                  7.4%      7.2%     7.3%     7.2%     7.4%
  Tier 1 risk-based
   capital ratio          14.6%     14.9%    14.8%    14.6%    14.9%
  Total risk-based
   capital ratio          15.7%     15.8%    16.0%    15.7%    16.1%

 ASSET QUALITY
  Net charge-offs /
   (Recoveries)       $    (18) $    166 $     89 $     28 $     90
  Net loan charge-
   offs (Ann.) / 
   Average loans         (0.02%)    0.17%    0.09%    0.03%    0.09%
  Non-performing 
   loans              $  5,141  $  5,305 $  5,990 $  6,361 $  5,913
  OREO / OAOs         $  1,566  $  1,662 $    172 $     71 $     84
  Non-performing 
   assets             $  6,707  $  6,967 $  6,162 $  6,432 $  5,997
  Non-performing 
   assets / Total 
   assets                 1.16%     1.22%    1.10%    1.14%    1.09%
  Allowance for loan
   losses / Total 
   loans                  1.04%     1.02%    1.03%    1.01%    1.00%
  Allowance for loan
   losses / Non-
   performing Assets      63.3%     57.6%    64.8%    61.2%    63.8%

 END OF PERIOD 
  BALANCES
  Total loans, net of
   unearned income    $404,435  $391,963 $389,269 $388,264 $381,662
  Allowance for loan
   loss               $  4,247  $  4,016 $  3,990 $  3,937 $  3,824
  Total assets        $576,513  $571,733 $561,214 $565,674 $548,200
  Deposits            $402,558  $416,712 $406,031 $413,152 $407,585
  Stockholders' 
   equity             $ 59,362  $ 59,870 $ 59,325 $ 58,504 $ 57,349
  Full-time 
   equivalent
   employees               273       272      275      280      285

 AVERAGE BALANCES
  Loans               $404,756  $389,917 $389,526 $385,126 $379,191
  Total earning 
   assets             $510,521  $498,731 $496,782 $488,798 $482,036
  Total assets        $579,004  $567,129 $565,779 $555,451 $549,426
  Deposits            $412,080  $412,424 $413,473 $411,948 $410,392
  Stockholders' 
   equity             $ 59,671  $ 59,149 $ 58,928 $ 57,830 $ 57,617


                           Rurban Financial Corp.
                               Segment Reporting
                        Three Months Ended June 30, 2008
                              ($ in Thousands)

                   ---------------------------------------------------
                                         Parent
                                         Company              Rurban
 Income Statement   Banking     Data       and   Elimination Financial
  Measures           Group   Processing   Other    Entries    Corp.
 ----------------  ---------------------------------------------------
 Interest Income   $  8,339  $     --  $     --  $    (24)  $  8,315

 Interest Expense     3,458        32       417       (24)  $  3,883

 Net Interest
  Income              4,881       (32)     (417)       --   $  4,432

 Provision For
  Loan Loss             213        --        --        --   $    213

 Non-interest
  Income              1,848     5,317       402      (766)  $  6,801

 Non-interest
  Expense             4,812     4,316       748      (766)  $  9,110

 Net Income QTD    $  1,217  $    640  $   (501) $     --   $  1,356

 Performance
  Measures
 -----------
 Average Assets
  -QTD             $560,223  $ 20,214  $ 81,579  $(83,011)  $579,004

 ROAA                  0.87%    12.66%       --        --       0.94%

 Average Equity
  - QTD            $ 59,395  $ 15,861  $ 59,671  $(75,256)  $ 59,671

 ROAE                  8.20%    16.14%       --        --       9.09%

 Efficiency Ratio
  - %                 69.85%       --        --        --      79.56%

 Average Loans
  - QTD            $406,051  $     --  $     --  $ (1,295)  $404,756

 Average Deposits
  - QTD            $418,541  $     --  $     --  $ (6,460)  $412,080


                              Rurban Financial Corp.
                                 Segment Reporting
                            Six Months Ended June 30, 2008
                                  ($ in Thousands)

                   ---------------------------------------------------
                                         Parent                  
                                         Company              Rurban 
 Income Statement   Banking     Data       and   Elimination Financial
  Measures           Group   Processing   Other    Entries    Corp.
 ----------------  ---------------------------------------------------
  Interest Income  $ 16,490  $     --   $      1  $    (51) $ 16,440

  Interest Expense    7,314        76        852       (51) $  8,191

  Net Interest
   Income             9,176       (76)      (851)       --  $  8,249

  Provision For
   Loan Loss            405        --         --        --  $    405

  Non-interest
   Income             4,016    10,967        809    (1,476) $ 14,316

  Non-interest
   Expense            9,831     8,710      1,647    (1,476) $ 18,712

  Net Income YTD   $  2,134  $  1,440   $ (1,109) $     --  $  2,465

 Performance
  Measures
 -----------
  Average Assets
   -YTD            $553,862  $ 20,130   $ 81,659  $(82,737) $572,914

  ROAA                 0.77%    14.31%        --        --      0.86%

  Average Equity
   - YTD           $ 59,219  $ 15,711   $ 59,628  $(74,930) $ 59,628

  ROAE                 7.21%    18.33%        --        --      8.27%

  Efficiency
   Ratio - %          72.83%       --         --        --     81.39%

  Average Loans
   - YTD           $398,715  $     --   $     --  $ (1,377) $397,338

  Average Deposits
   - YTD           $418,475  $     --   $     --  $ (6,430) $412,045

 
                              Rurban Financial Corp.
                        Proforma Performance Measurement
                   Quarterly Comparison - Second Quarter 2008

                                ($ in Thousands)
               -----------------------------------------------------
                                       Parent                Rurban
                 Banking     Data      Company  Elimination Financial
                  Group   Processing  and Other   Entries     Corp.
               -----------------------------------------------------
 Revenue
 -------
  2Q08         $   6,729  $   5,285  $     (15) $    (766) $  11,233
  1Q08         $   6,464  $   5,606  $     (27) $    (710) $  11,333
  4Q07         $   6,232  $   5,184  $    (114) $    (687) $  10,615
  3Q07         $   5,939  $   5,332  $    (100) $    (727) $  10,444
  2Q07         $   6,130  $   4,949  $     (82) $    (739) $  10,258
   2nd Quarter
    Comparison $     599  $     336  $      67  $      --  $     975

 Non-interest
  Expenses
 ------------
  2Q08         $   4,812  $   4,316  $     748  $    (766) $   9,110
  1Q08         $   5,018  $   4,394  $     899  $    (710) $   9,601
  4Q07         $   4,908  $   4,202  $     742  $    (687) $   9,164
  3Q07         $   4,874  $   4,334  $     626  $    (727) $   9,106
  2Q07         $   4,849  $   4,228  $     728  $    (739) $   9,065
   2nd Quarter
    Comparison $     (37) $      88  $      20  $      --  $      45

 Net Income
 ----------
  2Q08         $   1,217  $     640  $    (501) $      --  $   1,356
  1Q08         $     917  $     800  $    (608) $      --  $   1,109
  4Q07         $     836  $     648  $    (578) $      --  $     906
  3Q07         $     674  $     659  $    (470) $      --  $     864
  2Q07         $     830  $     476  $    (521) $      --  $     785
   2nd Quarter
    Comparison $     387  $     164  $      20  $      --  $     571

 Average 
  Assets
 -------
  2Q08         $ 560,223  $  20,214  $  81,579  $ (83,011) $ 579,004
  1Q08         $ 547,502  $  20,103  $  81,297  $ (81,773) $ 567,129
  4Q07         $ 546,609  $  20,014  $  80,827  $ (81,671) $ 565,779
  3Q07         $ 536,470  $  19,739  $  79,380  $ (80,137) $ 555,451
  2Q07         $ 530,618  $  20,320  $  78,908  $ (80,420) $ 549,426
   2nd Quarter
    Comparison $  29,605  $    (107) $   2,671  $      --  $  29,579

 ROAA
 ----
  2Q08              0.87%     12.66%        --         --       0.94%
  1Q08              0.67%     15.92%        --         --       0.78%
  4Q07              0.61%     12.95%        --         --       0.64%
  3Q07              0.50%     13.35%        --         --       0.62%
  2Q07              0.63%      9.37%        --         --       0.57%
   2nd Quarter
    Comparison      0.24%      3.29%        --         --       0.37%

 Average 
  Equity
 -------
  2Q08         $  59,395  $  15,861  $  59,671  $ (75,256) $  59,671
  1Q08         $  59,044  $  15,282  $  59,149  $ (74,326) $  59,149
  4Q07         $  58,115  $  15,222  $  58,928  $ (73,337) $  58,928
  3Q07         $  56,805  $  14,732  $  57,830  $ (71,536) $  57,830
  2Q07         $  56,249  $  14,182  $  57,617  $ (70,431) $  57,617
   2nd Quarter
    Comparison $   3,146  $   1,678  $   2,054  $      --  $   2,054

 ROAE
 ----
  2Q08              8.20%     16.14%        --         --       9.09%
  1Q08              6.21%     20.94%        --         --       7.50%
  4Q07              5.75%     17.03%        --         --       6.15%
  3Q07              4.75%     17.89%        --         --       5.97%
  2Q07              5.90%     13.43%        --         --       5.45%
   2nd Quarter
   Comparison       2.30%      2.71%        --         --       3.64%

 Efficiency 
  Ratio
 ----------
  2Q08             69.85%     80.50%        --         --      79.56%
  1Q08             75.90%     77.28%        --         --      83.19%
  4Q07             76.68%     79.77%        --         --      84.49%
  3Q07             80.17%     80.04%        --         --      85.47%
  2Q07             77.23%     84.09%        --         --      86.61%
   2nd Quarter
    Comparison     (7.38%)    (3.59%)       --         --      (7.05%)


            

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