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8-K - 8-K - FIRST LITCHFIELD FINANCIAL CORPform8k-103965_flfl.txt




                                                                         EX 99.1

                     FIRST LITCHFIELD FINANCIAL CORPORATION
                 13 North Street, Litchfield, Connecticut 06759

NEWS RELEASE
For Immediate Release

     First Litchfield Financial Corporation Announces Third Quarter Results


Litchfield,   Connecticut,   November  17,  2009,  First  Litchfield   Financial
Corporation  (Trading  Symbol:  FLFL.OB) (the "Company") the holding company for
The First National Bank of Litchfield (the "Bank")  reported  financial  results
for the  three  (3) and nine (9)  months  ended  September  30,  2009.  Net loss
available  to  common  shareholders  for  the  third  quarter  of  2009  totaled
$2,253,000  versus a net loss of $5,426,000 for the third quarter of 2008. Basic
and  diluted net loss per common  share for the third  quarter of 2009 were both
$0.96,  compared  to basic and diluted net loss per share of $2.30 for the third
quarter of 2008. Net loss available to common  shareholders  for the nine months
ended  September 30, 2009 totaled  $1,878,000  versus net loss of $4,311,000 for
the nine months ended September 30, 2008.  Basic and diluted net loss per common
share for the nine months ended September 30, 2009 were both $0.80,  compared to
basic  and  diluted  net loss  per  share of  $1.82  for the nine  months  ended
September 30, 2008.

Third  quarter 2009 net  interest  income,  decreased  4.07%  year-over-year  to
$3,727,000  from  $3,885,000 in the third  quarter of 2008.  The decrease in the
volume of earning assets  resulted in the decrease in net interest  income.  For
the first nine months of 2009,  net interest  income was  $11,700,000,  up 4.70%
from $11,175,000 in the first nine months of 2008. The increase in the volume of
earning assets resulted in the improvement in net interest income.

The third quarter 2009 provision for loan and lease losses totaled $2,683,000 as
compared to $155,000  provided for the third quarter of 2008.  The provision for
the nine  months  ended  September  30,  2009  totaled  $3,470,000,  which is an
increase of  $3,103,000  from the nine months  ended  September  30,  2008.  The
year-over-year  increase  in the  provision  for loan and  lease  loss is due to
economic  uncertainty,  the continued  downturn in the real estate  markets both
regionally and nationally,  analysis of the risk within the loan  portfolio,  as
well as the growth in the loan and lease portfolio.  Despite the major increases
in the  reserves,  the  Company's  actual loan losses and  delinquencies  remain
relatively  low and  manageable.  The ratio of the  allowance  for such loan and
lease  losses to total  loans  and  leases at  September  30,  2009 was 1.59% as
compared  with 1.00% at December  31, 2008 and .64% at September  30,  2008.  At
September 30, 2009,  the  allowance for loan and lease losses was  equivalent to
48% of total  nonperforming  assets as compared with 66% of total  nonperforming
assets at December 31, 2008 and 48% of total  nonperforming  assets at September
30, 2008.

Noninterest  income  for the three and nine  months  ended  September  30,  2009
totaled  $1,215,000 and $3,260,000  respectively as compared to noninterest loss
for the  same  periods  in  2008,  which  were  $(5,808,000)  and  $(4,018,000),
respectively.  The change in noninterest income is primarily attributable to the
Other Than  Temporarily  Impaired losses totaling  $(6,946,000)  recorded in the
third quarter of 2008. During the three and nine months ended September 30, 2009


the Company originated and sold residential mortgages in the secondary market, which resulted in gains on sales of loans totaling $349,000 and $510,000, respectively, compared to similar sales transacted during the three and nine months ended September 30, 2008, which resulted in gains totaling $17,000 and $35,000, respectively. Trust income for the third quarter ended September 30, 2009 totaled $345,000, compared to third quarter 2008 trust income of $319,000. For the first nine months of 2009, trust income totaled $893,000, compared to the nine months ended September 30, 2008 trust income of $992,000. The increase from third quarter 2008 levels is due to new asset management business. The decrease on the year-to date basis reflects declines in the market value of assets under management and the resulting reduction in fees from such decline. Noninterest expense increased 35.94% for the third quarter of 2009 and increased 19.25% year-over-year. The majority of the increase is a result of higher 2009 costs for FDIC insurance and loss due to dishonored items. The impact of these increases was mitigated by cost containment efforts for advertising, salaries, insurance, travel, and memberships. In addition to boosting its regular insurance fees, the FDIC levied a special assessment on all banks to bolster its insurance fund. In addition to the $260,000 special FDIC assessment levied in the second quarter, regulatory assessments increased by $120,000 to $211,000 for the third quarter of 2009 from $91,000 paid in the third quarter a year ago. For the nine months ended September 30, 2009, these costs totaled $930,000 compared to $184,000 for the first nine months of 2008. On October 26, 2009, Union Savings Bank, a Connecticut-chartered mutual savings bank, and the Company jointly announced a definitive agreement for the merger of the Company and the Bank with and into Union Savings Bank. Under terms of the agreement, upon completion of the merger, each shareholder of the Company will receive $15.00 per share in cash, giving the transaction a value of approximately $35 million. The definitive agreement has been unanimously approved by the Boards of Union Savings Bank, the Company and the Bank. The transaction is subject to approval by the shareholders of the Company, as well as customary regulatory approvals including the Office of the Comptroller of the Currency, State of Connecticut Department of Banking and the Federal Deposit Insurance Corporation. The transaction is expected to close in the first quarter of 2010. Statements contained in this news release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and expectations of management as well as the assumption made using information currently available to management. Since these statements reflect the views of management concerning future events, these statements involve risks, uncertainties and assumptions, including, among others: changes in market interest rates and general and regional economic conditions; changes in government regulations; changes in accounting principles; and the quality or composition of the loan and investment portfolios and other factors that may be described in the Company's quarterly reports on Form 10-Q and its annual report on Form 10-K, each filed with the Securities and Exchange Commission, which are available at the Securities and Exchange Commission's internet website (www.sec.gov) and to which reference is hereby made. Therefore, actual future results may differ significantly from results discussed in the forward-looking statements.
The First National Bank of Litchfield is a community bank operating full-service banking offices in Canton, Goshen, Litchfield, Marble Dale, New Milford, Roxbury, Washington and two in Torrington. The Bank maintains a full service Trust Department that offers asset management, custody and estate settlement services to individuals, non-profit and commercial customers. Additionally, the Bank offers non-deposit retail investment products such as mutual funds, annuities and insurance through its relationship with Infinex Investments, Inc. The Bank's subsidiary, First Litchfield Leasing Corporation, provides middle market equipment leasing/financing to the commercial markets of Connecticut and Massachusetts. The Company's website address is www.fnbl.com. This press release does not constitute a solicitation of proxies. The Company will file a proxy statement and other relevant documents concerning the proposed transaction with the Securities and Exchange Commission ("SEC"). Shareholders of the Company are urged to read the proxy statement and all other documents which will be filed with the SEC, and any amendments or supplements to those documents, because they will contain important information which you should consider before making any decision regarding the transaction. You will be able to obtain a free copy of the proxy statement, as well as other filings containing information about the Company, at the SEC's website (www.sec.gov), and at the Company's website (www.fnbl.com). Copies of the proxy statement may also be obtained without charge, when available, by directing a request to First Litchfield Financial Corporation, 13 North Street, P. O. Box 578, Litchfield, CT 06759. The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the acquisition. Information about the directors and executive officers of the Company and their ownership of the Company common stock is set forth in its proxy statement for its 2009 annual meeting of shareholders, dated April 27, 2009, filed with the SEC which is available at the Company and SEC websites noted above. Additional information regarding the interests of such participants in the transaction will be contained in the proxy statement when it becomes available. Contact: Joseph J. Greco, President and CEO (860) 567-6438 Selected financial data follows
First Litchfield Financial Corporation Selected Consolidated Financial Data Unaudited Period end balance sheet data: September 30, 2009 2008 ------------ ------------ Total Assets $551,203,000 $506,538,000 Loans, net 376,567,000 351,737,000 Investments 98,324,000 104,949,000 Deposits 382,524,000 340,727,000 Borrowings 133,065,000 140,224,000 Stockholders' equity 31,241,000 20,061,000 Book value per common share $ 13.26 $ 8.51 Tangible book value per common share $ 13.26 $ 8.51 Leverage ratio 16.50% 6.31% Common shares issued and outstanding 2,356,875 2,356,875 Dividends declared per common share -- 0.15 For the Three Months Ended September 30, 2009 2008 ------------ ------------ Operating results: Net interest income $ 3,727,000 $ 3,885,000 Securities losses, net (6,000) (6,721,000) Total noninterest income (loss) 1,215,000 (5,808,000) Loan and lease loss provision 2,683,000 155,000 Total noninterest expense 5,102,000 3,753,000 Loss before tax (2,844,000) (5,831,000) Income tax benefit (770,000) (405,000) Net loss before preferred dividends and discount accretion (2,115,000) (5,426,000) Net loss available to common shareholders (2,253,000) (5,426,000) Loss per common share (basic) $ (0.96) $ (2.30) Return on average assets -1.60% -4.01% Return on average equity -26.86% -87.77% For the Nine Months Ended September 30, 2009 2008 ------------ ------------ Operating results: Net interest income $ 11,700,000 $ 11,175,000 Securities gains (losses), net 315,000 (6,688,000) Total noninterest income (loss) 3,260,000 (4,018,000) Loan and lease loss provision 3,470,000 367,000 Total noninterest expense 13,566,000 11,376,000 Loss before tax (2,076,000) (4,586,000) Income tax benefit (706,000) (275,000) Net loss before preferred dividends and discount accretion (1,465,000) (4,311,000) Net loss available to common shareholders (1,878,000) (4,311,000) Loss per common share (basic) $ (0.80) $ (1.82) Return on average assets -0.45% -1.08% Return on average equity -7.56% -21.28%