<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _________________
Commission File Number 0-25049
FIRST PLACE FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 34-1880130
-------- ----------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation)
185 E. Market Street, Warren, OH 44482
-------------------------------- --------
(Address of principal executive offices) (Zip Code)
(330) 373-1221
--------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(Former name, former address and former fiscal year,
if change since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----------- ------------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
11,241,250 common shares as of October 31, 1999
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TABLE OF CONTENTS
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statement of Financial Condition
As of September 30, 1999 and June 30, 1999.................. 3
Condensed Consolidated Statement of Operations for the Three
Months Ended September 30, 1999 and 1998.................... 4
Condensed Consolidated Statement of Comprehensive Income for
The Three Months Ended September 30, 1999 and 1998.......... 5
Condensed Consolidated Statement of Changes in Shareholder's
Equity For the Three Months Ended September 30,1999......... 5
Condensed Consolidated Statement of Cash Flows for the
Three Months Ended September 30, 1999 and 1998.............. 6
Notes to Consolidated Financial Statements.................. 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............... 9-11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 11
Item 2. Changes in Securities....................................... 11
Item 3. Defaults Upon Senior Securities............................. 11
Item 4. Submission of Matters to a Vote of Security Holders......... 11
Item 5. Other Information........................................... 11
Item 6. Exhibits and Reports on Form 8-K............................ 11
SIGNATURES............................................................... 11
<PAGE>
Part 1. FINANCIAL INFORMATION
Item 1. Financial Statements
FIRST PLACE FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(Unaudited)
<TABLE>
<CAPTION>
September 30, June 30,
(Dollars in thousands) 1999 1999
- -------------------------- ------------- --------
ASSETS:
<S> <C> <C>
Cash and cash equivalents $6,693 $5,849
Interest-bearing deposits 28,184 22,869
Securities available for sale 260,172 249,159
Loans receivable, net 487,054 453,791
Loans available for sale 565 945
Premises and equipment, net 6,047 6,181
Other assets 7,193 8,538
-------- --------
TOTAL ASSETS 795,908 747,332
======== ========
LIABILITIES:
Deposits 438,681 429,225
Repurchase agreements 74,430 54,430
Federal Home Loan Bank advances 120,964 94,811
Advances by borrowers for taxes and insurance 1,395 2,348
Other liabilities 8,474 8,464
-------- --------
TOTAL LIABILITIES 643,944 589,278
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value:
Authorized 3,000,000 shares; none outstanding
Common stock, $.01 par value:
33,000,000 shares authorized; 11,241,250 shares issued 112 112
Paid in capital 110,262 110,230
Retained earnings 60,666 59,042
Unrealized gain on available for sale securities, net (4,876) (2,637)
Common stock purchased by:
Recognition and retention plans (5,657)
Employee Stock Ownership Plan (8,543) (8,693)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 151,964 158,054
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $795,908 $747,332
======== ========
</TABLE>
See notes to consolidated financial statements
3
<PAGE>
FIRST PLACE FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
September 30,
(Dollars in thousands) 1999 1998
- ------------------------------- ---------------- ---------------
<S> <C> <C>
INTEREST INCOME:
Loans $9,098 $7,388
Securities 707 482
Mortgage-backed and related securities 3,594 3,345
---------------- ---------------
TOTAL INTEREST INCOME 13,399 11,215
INTEREST EXPENSE:
Deposits 4,587 5,134
FHLB advances 1,350 686
Repurchase agreements 853 880
---------------- ---------------
TOTAL INTEREST EXPENSE 6,790 6,700
NET INTEREST INCOME 6,609 4,515
PROVISION FOR LOAN LOSSES 169 183
---------------- ---------------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 6,440 4,332
NON INTEREST INCOME:
Service charges 346 322
Gains (losses) on securities
available for sale, net 0 0
Gain on sale of loans 79 0
Other 134 136
---------------- ---------------
TOTAL NON INTEREST INCOME 559 458
NON INTEREST EXPENSE:
Salaries and benefits 2,012 1,524
Occupancy and equipment 512 434
Federal deposit insurance premiums 60 64
Franchise taxes 204 205
Other 697 673
---------------- ---------------
TOTAL NON INTEREST EXPENSE 3,485 2,900
---------------- ---------------
INCOME (LOSS) BEFORE INCOME TAX 3,514 1,890
PROVISION FOR INCOME TAX 1,114 643
---------------- ---------------
NET INCOME (LOSS) $2,400 $1,247
================ ===============
Basic earnings per share $0.24 N/A
Diluted earnings per share $0.24 N/A
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
FIRST PLACE FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months
Ended
September 30,
(Dollars in thousands) 1999 1998
- --------------------------- ------------- -------------
Net Income $2,400 $1,247
Change in unrealized gains(losses)
on available for sale securities, net (2,239) 501
------------- -------------
Comprehensive Income $161 $1,748
============= =============
FIRST PLACE FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY
(Unaudited)
Three months ended
September 30,
(Dollars in thousands) 1999 1998
- --------------------------- ------------- -------------
Balance at July 1, $158,054 $59,357
Net Income (Loss) 2,400 1,247
Dividends paid (776)
Amortization of ESOP expense 150
Purchase of Incentive Plan shares (5,955)
Amortization of Incentive Plan expense 298
Difference between average fair value per
share and cost per share on ESOP shares
committed to be released 32
Change in fair value of
securities available for sale, net (2,239) 501
------------- -------------
Balance at September 30, $151,964 $61,105
============= =============
See notes to consolidated financial statements.
5
<PAGE>
FIRST PLACE FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
September 30,
(Dollars in thousands) 1999 1998
- -------------------------- ----------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net cash from operating activities 5,584 2,745
Cash flows from investing activities:
Investment and mortgage-backed securities
available for sale
Proceeds from sales
Proceeds from maturities, calls
and principal paydowns 11,480 12,143
Purchases (25,545) 0
Investment and mortgage-backed securities
held to maturity
Proceeds from maturities, calls
and principal paydowns 1,226
Net decrease (increase) in interest bearing deposits (5,315) 1,463
Purchases of Federal Home Loan Bank Stock (101) 0
Net increase in loans (33,111) (32,216)
Premises and equipment expenditures, net (73) (130)
----------------- ----------------
Net cash from investing activities (52,665) (17,514)
----------------- ----------------
Cash flows from financing activities:
Net change in deposits 9,456 1,920
Net change in advances by borrowers
for taxes and insurance (953) (591)
Net change in repurchase agreements 20,000 0
Net change in FHLB advances 26,153 12,874
Purchase of Incentive Plan shares (5,955) 0
Dividends paid (776) 0
----------------- ----------------
Net cash from financing activities 47,925 14,203
----------------- ----------------
Net change in cash and cash equivalents 844 (566)
Cash and cash equivalents at beginning of year 5,849 6,668
----------------- ----------------
Cash and cash equivalents, end of period $6,693 $6,102
================= ================
Supplemental disclosures of cash flow information:
Cash payments of interest expense $6,609 $6,696
Cash payments of income taxes 845 25
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
FIRST PLACE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Notes to Consolidated Financial Statements
Principles of Consolidation:
The consolidated financial statements of the Company include the accounts of
First Place Financial Corp. (the Holding Company) and its wholly owned
subsidiary First Federal Savings & Loan Association of Warren (the Bank). All
significant intercompany balances have been eliminated in consolidation.
Basis of Presentation:
First Place Financial Corp. (the Company) was incorporated under Delaware law in
August 1998 by First Federal Savings & Loan Association of Warren (the Bank) in
connection with the conversion of the Bank from a federally-chartered mutual
savings and loan association to a federally-chartered stock savings and loan
association and the issuance of the Bank's capital stock to the Company pursuant
to the Bank's Plan of Conversion.
The accompanying consolidated financial statements were prepared in accordance
with instructions to Form 10-Q, and therefore, do not include all information or
footnotes necessary for a complete presentation of financial position, results
of operations and cash flows in conformity with generally accepted accounting
principles. All normal, recurring adjustments, which, in the opinion of
management are necessary for a fair presentation of the financial statements,
have been included.
Industry Segment Information:
The Company is engaged in the business of banking with operations conducted
through its office located in Warren, Ohio. The Company originates and holds
primarily residential and consumer loans to customers throughout the Trumbull
and Mahoning County area in Northeast Ohio. The Company's primary deposit
products are interest bearing checking and certificates of deposit.
Use of Estimates in Preparation of Financial Statements:
In preparing financial statements, management must make estimates and
assumptions. These estimates and assumptions affect the amounts reported for
assets, liabilities, revenues and expenses as well as affecting the disclosures
provided. Future results could differ from current estimates.
Areas involving the use of management's estimates and assumptions primarily
include the allowance for loan losses, the realization of deferred tax assets,
fair value of certain securities and the determination and carrying value of
impaired loans.
Conversion to Stock Ownership:
On December 31, 1998, First Federal Savings & Loan Association of Warren
converted from a federally-chartered mutual savings and loan association to a
federally-chartered stock savings and loan association. As part of the
conversion, the Company issued 11,241,250 shares of its Common Stock in a public
offering to its depositors and the general public. Gross proceeds from the
offering were $110,312,500 which includes the $10 value of the 899,300 shares
issued to the First Federal Savings and Loan Association of Warren Employee
Stock Ownership Plan and the 802,625 shares transferred to the First Federal of
Warren Community Foundation.
In connection with the conversion, First Place Financial Corp. acquired all of
the stock of the Bank in exchange for approximately one-half of the net
proceeds.
7
<PAGE>
Earnings per Share:
Both basic and diluted earnings per share for the three months ended September
30, 1999, were calculated using 10,018,153 average shares outstanding for the
quarter. Earnings per share are not presented for prior periods, as there was
no common stock issued or outstanding.
Reporting Comprehensive Income:
In June 1997, Statement of Financial Accounting Standards (SFAS) No. 130,
"Reporting Comprehensive Income" was issued. The statement requires that
companies report all items that are recognized as components of comprehensive
income under accounting standards. At the Company, comprehensive income
represents net income plus other comprehensive income net of taxes, which
consists of the net unrealized gains or losses on securities available for sale
for the period. Comprehensive income for the three-month period ended September
30, 1999 and 1998 is presented in the Financial Statements.
Accounting for Derivative Instruments and Hedging Activities:
Effective October 1, 1998, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging
Activities." At that time, management elected to reclassify all held to
maturity securities to available for sale as allowed by SFAS No. 133.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations
Financial Condition
General. Total assets at September 30, 1999, increased to $795.9 million
compared to $747.3 million at June 30, 1999, an increase of $48.6 million, or
6.5%. The increase was primarily attributable to growth in the loan portfolio
along with an increase in available for sale securities. Funding for the
increase in loans and securities was primarily provided by an increase in
borrowings.
Interest-bearing deposits. Total interest-bearing deposits increased to $28.2
million at September 30, 1999 compared to $22.9 million at June 30, 1999. This
increase was due to a decision by management to maintain additional liquidity
during the last quarter of 1999.
Securities. The securities portfolio increased $11.0 million, or 4.4%, for the
first three months of fiscal year 2000 and totaled $260.2 million at September
30, 1999. The increase during this period resulted primarily from purchases of
floating rate agency securities.
Loans. Net loans receivable increased $33.3 million dollars, or 7.3%, from
$453.8 million at June 30, 1999 to $487.1 million at September 30, 1999. This
growth was primarily due to growth in residential mortgage loans along with
slight increases in consumer, multi-family and commercial real estate loans.
Deposits. Deposits increased from $429.2 million at June 30, 1999, to $438.7
million at September 30, 1999. The increase was primarily due to growth in
certificates of deposit.
Repurchase Agreements. Repurchase agreements increased from $54.4 million at
June 30, 1999, to $74.4 million at September 30, 1999. This increase was used
to fund the increases in loans and securities with longer term fixed rate
contracts.
Federal Home Loan Bank Advances. Federal Home Loan Bank Advances increased
$26.2 million from $94.8 million at June 30, 1999, to $121.0 million at
September 30, 1999. Advances also increased to fund loan and security growth.
Shareholders' Equity. Total shareholders' equity declined to $152.0 million at
September 30, 1999 from $158.1 million at June 30, 1999. This decline was
primarily the result of the Company's purchase of 4% of its outstanding stock to
fund the First Place Financial Corp. 1999 Incentive Plan. The plan was approved
by shareholders at a special, shareholders' meeting held on July 2, 1999.
Results of Operations
Comparison of the Three Months Ended September 30, 1999 and 1998
General. The Company reported earnings of $2.4 million for the three months
ended September 30, 1999, or 24 cents per basic and diluted share. This
compares with earnings of $1.2 million for the three months ended September 30,
1998.
Net Interest Income. Net interest income increased $2.1 million, or 46.4%, to
$6.6 million for the three months ended September 30, 1999 compared to $4.5
million for the three months ended September 30, 1998. The increase in net
interest income was the result of both the growth in the earning assets of the
Company along with an increase in the net interest margin. The increase in both
earning assets and net interest margin was primarily driven by the Company's
conversion to a stock form of ownership on December 31, 1998 which raised
approximately $93 million net of conversion expenses
Provision for Loan Losses. The provision for loan losses totaled $169,000 for
the three months ended September 30, 1999, compared to $183,000 for the three
months ended September 30, 1998. The provision reflects the continued growth in
residential mortgages. The allowance for loan losses to total loans was 0.75%
at September 30, 1999, compared to 0.81% at September 30, 1998. The allowance
for loan losses to nonperforming loans was 217.5% at September 30, 1999 and
243.8% at September 30, 1998
9
<PAGE>
Non Interest Income. For the three months ended September 30, 1999, non
interest income increased $101,000 to $559,000 from $458,000 for the three
months ended September 30, 1998. This increase is primarily due to the
secondary market mortgage operation in Akron that opened in March of 1999. This
operation generated gains of $79,000 for the three months ended September 30,
1999. In addition to the income generated by the sale of mortgages, service
charges increased $24,000 for the three months ended September 30, 1999 compared
to the same period a year ago. This increase was due to continued growth in
both the number of checking accounts as well as the fee income generated by each
account.
Non Interest Expense. Non interest expense totaled $3.5 million for the three
months ended September 30, 1999, an increase of $585,000 over the same period a
year ago. Approximately $300,000 of this increase was due to the adoption of
the First Place Financial Corp. 1999 Incentive Plan. Additional factors for the
increase in non interest expense include the expense related to the ESOP and the
additional personnel expense associated with the openings of the loan production
offices in Akron, Newark, Mt. Vernon and Medina.
Income Taxes. The provision for income taxes totaled $1.1 million for the three
months ended September 30, 1999, compared to $643,000 for the three months ended
September 30, 1998. This increase was due to greater income before tax expense
in the current period.
Liquidity and Capital Resources
The Company provides funds for asset growth, deposit withdrawals and other
liability maturities through maturing securities, payments made on loans, and
through the acquisition of new deposits. The Company also has the ability to
borrow up to $100 million in advances from the Federal Home Loan Bank to satisfy
short term liquidity needs. The Company also uses other types of advances from
the Federal Home Loan Bank and repurchase agreements with brokerage firms to
provide funding for growth.
At September 30, 1999, the Company's equity to total assets totaled 19.09%
compared to 9.72% at September 30, 1998.
Year 2000
The Year 2000 is the result of many computer programs being written using two
digits rather than four to define an applicable year. The Company's hardware,
data-driven automated equipment, or computer programs that have date sensitive
software, may recognize a date using "00" as the year 1900 rather than the year
2000. This faulty recognition could result in a system failure or
miscalculation causing disruptions of operations, including, among other things,
a temporary inability to process transactions or engage in normal business
activities.
Through the establishment of a Year 2000 task force, the Company has conducted a
comprehensive review of all of its information technology and non-information
technology systems to identify potential Year 2000 problems. To facilitate the
review of all systems, the task force utilized the guidelines issued by the
Federal Financial Institutions Examination Council (FFIEC). The FFIEC outline
breaks the resolution of Year 2000 problem into phases which are as follows:
Awareness, Assessment, Renovation, Validation and Implementation. All of these
phases were completed by June 30, 1999.
The Company has additionally developed contingency plans for all mission
critical systems and applications. The contingency plans encompass not only
potential internal disruptions but also the possible external disruptions
associated with utilities and other essential services. The plans detail
procedures that the Company will follow to allow for the delivery of products
and services to our customers should problems occur.
The Company has spent approximately $600,000 related to Year 2000 issues.
<PAGE>
Forward Looking Statements
Certain statements contained in this report that are not historical facts are
forward looking statements that are subject to certain risks and uncertainties.
When used herein, the terms "anticipates", "plans",
10
<PAGE>
"expects", "believes", and similar expressions as they relate to the Company or
its management are intended to identify such forward looking statements. The
Company's actual results, performance or achievements may materially differ from
those expressed or implied in the forward-looking statements. Risks and
uncertainties that could cause or contribute to such material differences
include, but are not limited to, general economic conditions, interest rate
environment, competitive conditions in the financial services industry, changes
in law, governmental policies and regulations, and rapidly changing technology
affecting financial services.
PART II. OTHER INFORMATION
Item 1 Legal Proceedings - None to be reported.
Item 2 Changes in securities - None to be reported.
Item 3 Defaults on Senior Securities - None to be reported.
Item 4 Submission of Matters to a Vote of Security Holders
The Company held a special meeting of stockholders on July 2, 1999 and ratified
the First Place Financial Corp. 1999 Incentive Plan. The Incentive Plan
authorizes the granting of options to purchase common stock, option-related
awards and awards of common stock. Subject to certain adjustments to prevent
dilution of awards to participants, the maximum number of shares reserved for
awards under the Incentive Plan is 1,573,775 shares, provided such number is not
in excess of 14% of the outstanding shares of the common stock as of the
effective date of the Incentive Plan. Of the 11,241,250 shares eligible to
vote, 7,666,145, or 68% were voted. The number of votes cast for the plan was
6,414,962. The number of votes against was 1,194,188 and the number that
abstained was 56,995.
Item 5 Other Information - None to be reported.
Item 6 Exhibits and Reports on Form 8-K
a. Exhibits - Exhibit 27 - Financial Data Schedule
b. Reports on Form 8-K - On October 21, 1999 the Company filed a
Form 8-K disclosing earnings for the quarter ended
September 30, 1999.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST PLACE FINANCIAL CORP.
Date: November 12, 1999 /s/ Steven R. Lewis /s/ Richard K. Smith
--------------------- ----------------------
Steven R. Lewis, President Richard K. Smith,
Vice-President, Treasurer
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 6,693
<INT-BEARING-DEPOSITS> 28,184
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 260,172
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 487,054
<ALLOWANCE> 3,663
<TOTAL-ASSETS> 795,908
<DEPOSITS> 438,681
<SHORT-TERM> 120,964
<LIABILITIES-OTHER> 9,869
<LONG-TERM> 74,430
0
0
<COMMON> 112
<OTHER-SE> 151,852
<TOTAL-LIABILITIES-AND-EQUITY> 795,908
<INTEREST-LOAN> 9,098
<INTEREST-INVEST> 4,301
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 13,399
<INTEREST-DEPOSIT> 4,587
<INTEREST-EXPENSE> 6,790
<INTEREST-INCOME-NET> 6,609
<LOAN-LOSSES> 169
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 3,485
<INCOME-PRETAX> 3,514
<INCOME-PRE-EXTRAORDINARY> 2,400
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,400
<EPS-BASIC> .24
<EPS-DILUTED> .24
<YIELD-ACTUAL> 3.61
<LOANS-NON> 1,684
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3,623
<CHARGE-OFFS> 153
<RECOVERIES> 24
<ALLOWANCE-CLOSE> 3,663
<ALLOWANCE-DOMESTIC> 3,663
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
