<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1998
[ ] 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.
10,346,950 common shares as of January 31, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
Number
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Statement of Financial Condition
As of December 31, 1998 and June 30, 1998......................... 3
Consolidated Statement of Operations for the Three and Six
Months Ended December 31, 1998 and 1997............................ 4
Consolidated Statement of Comprehensive Income for
The Three and Six Months Ended December 31, 1998 and 1997.......... 5
Consolidated Statement of Changes in Shareholder's Equity
For the Six Months Ended December 31, 1998......................... 5
Consolidated Statement of Cash Flows for the Six Months
Ended December 31, 1998 and 1997................................... 6
Notes to Consolidated Financial Statements......................... 7-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................ 9-12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................................. 12
Item 2. Changes in Securities.............................................. 12
Item 3. Defaults Upon Senior Securities.................................... 12
Item 4. Submission of Matters to a Vote of Security Holders................ 12
Item 5. Other Information.................................................. 12
Item 6. Exhibits and Reports on Form 8-K................................... 12
SIGNATURES....................................................................... 12
</TABLE>
2
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
FIRST PLACE FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(UNAUDITED)
<TABLE>
<CAPTION>
December 31, June 30,
(Dollars in thousands) 1998 1998
- -------------------------- ------------ --------------
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 4,212 $ 6,669
Federal funds sold 58,137 1,565
Securities available for sale 257,105 211,185
Securities held to maturity, fair value of
$28,518,985 at June 30, 1998 28,295
Loans receivable, net 414,908 353,012
Premises and equipment, net 5,746 5,899
Accrued interest receivable 2,156 1,835
Deferred tax asset 1,656
Other Assets 266 938
------------ --------------
TOTAL ASSETS $744,186 $609,398
------------ --------------
LIABILITIES:
Deposits $422,136 $435,462
Repurchase Agreements 44,430 60,430
Federal Home Loan Bank Advances 34,645 44,820
Advances by borrowers for taxes and insurance 2,256 1,983
Accrued interest payable 1,032 1,090
Federal income taxes payable 1,702
Other liabilities 82,071 4,554
------------ --------------
TOTAL LIABILITIES 586,570 550,041
Commitments and Contingencies
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 per value:
Authorized 3,000,000 shares: none outstanding
Common stock, $.01 par value:
33,000,000 shares authorized; 11,241,250 shares issued,
10,341,950 shares outstanding at December 31, 1998 112
Paid in capital 110,200
Retained earnings 54,691 57,763
Unrealized gain on available for sale securities, net 1,606 1,594
Obligation under Employee Stock Ownership Plan (8,993)
------------ --------------
TOTAL SHAREHOLDERS' EQUITY 157,616 59,357
------------ --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $744,186 $609,398
============ ==============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
FIRST PLACE FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31, December 31,
(In thousands) 1998 1997 1998 1997
- -------------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Loans $ 7,919 $ 6,331 $15,306 $12,321
Securities 593 848 1,075 1,763
Mortgage-backed and related securities 3,339 3,319 6,685 6,608
------- ------- ------- -------
TOTAL INTEREST INCOME 11,851 10,498 23,066 20,692
INTEREST EXPENSE:
Deposits 5,034 5,027 10,169 9,904
FHLB advances 1,032 821 1,717 1,684
Repurchase agreements 855 510 1,734 864
------- ------- ------- -------
TOTAL INTEREST EXPENSE 6,921 6,358 13,620 12,452
NET INTEREST INCOME 4,930 4,140 9,446 8,240
PROVISION FOR LOAN LOSSES 475 95 658 340
------- ------- ------- -------
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES 4,455 4,045 8,788 7,900
NON INTEREST INCOME:
Service charges 344 257 665 517
Gains (losses) on securities available for
sale, net (40) 0 (40) 106
Other 149 116 285 308
------- ------- ------- -------
TOTAL NON INTEREST INCOME 453 373 910 931
NON INTEREST EXPENSE:
Salaries and benefits 1,573 1,394 3,097 2,796
Occupancy and equipment 477 385 911 911
Federal deposit insurance premiums 63 65 127 129
Franchise taxes 205 183 409 366
Restructuring charge - FHLB advance 495 495
Contribution to Foundation 8,026 8,026
Other 611 511 1,284 986
------- ------- ------- -------
TOTAL NON INTEREST EXPENSE 11,450 2,538 14,350 5,187
------- ------- ------- -------
INCOME (LOSS) BEFORE INCOME TAX (6,543) 1,880 (4,653) 3,644
PROVISION FOR INCOME TAX (2,224) 660 (1,581) 1,158
------- ------- ------- -------
NET INCOME (LOSS) $(4,319) $ 1,220 $(3,072) $ 2,486
======= ======= ======= =======
</TABLE>
Earnings per share data - See notes in consolidated financial statements.
See notes to consolidated financial statements.
4
<PAGE>
FIRST PLACE FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
December 31, December 31,
(In thousands) 1998 1997 1998 1997
- ---------------- ------- ------- ------- ------
<S> <C> <C> <C> <C>
Net Income ($4,319) 1220 ($3,072) $2,486
Unrealized gains (losses)
On available for sale securities (489) (550) 12 1,382
-------- ------ ------- ------
Comprehensive Income ($4,808) $670 ($3,060) $3,868
======== ====== ======= ======
</TABLE>
FIRST PLACE FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Six months ended
December 31,
(In thousands) 1998 1997
- -------------- --------- --------
<S> <C> <C>
Balance at July 1, $59,357 $53,747
Net Income (Loss) (3,072) 2,486
Proceeds from issuance of common
stock, net of issuance cost 110,312
Obligation under Employee Stock
Ownership Plan (8,993)
Change in fair value of
securities available for sale, net 12 1,382
-------- -------
Balance at December 31, $157,616 $57,615
======== =======
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
FIRST PLACE FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended
December 31,
(In thousands) 1998 1997
- -------------- ------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net cash from operating activities $81,067 $ 1,800
Cash flows from investing activities:
Investment and mortgage-backed securities
available for sale
Proceeds from sales 17,670 4,989
Proceeds from maturities, calls
and principal paydowns 29,764 26,933
Purchases (65,349) (26,680)
Investment and mortgage-backed securities
held to maturity
Proceeds from maturities, calls
and principal paydowns 1,226 3,225
Purchases
Net decrease (increase) in Fed Funds sold (56,571) (5,751)
Purchases of Federal Home Loan Bank Stock (1,165)
Sales of Federal Home Loan Bank Stock
Net increase in loans (62,894) (31,192)
Premises and equipment expenditures, net (270) (350)
------------ ------------
Net cash from investing activities (137,589) (28,826)
Cash flows from financing activities:
Net change in deposits (13,326) 7,916
Net change in advances by borrowers
for taxes and insurance 273 85
Net change in repurchase agreements (16,000) 19,430
Net change in FHLB advances (10,175) (3,145)
Net proceeds from issuance of common stock 93,293
------------ ------------
Net cash from financing activities 54,065 24,286
------------ ------------
Net change in cash and cash equivalents (2,457) (2,740)
Cash and cash equivalents at beginning of year 6,669 6,757
------------ ------------
Cash and cash equivalents, end of period $4,212 $4,017
============ ============
Supplemental disclosures of cash flow information
Cash paid during the period for
Interest $13,678 $12,425
Income taxes 1,783 1,200
</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. There are
no branch operations.
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:
Earnings per share calculations are not included as the Company did not complete
its conversion until December 31, 1998 rendering the information meaningless.
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 and six month periods ended
December 31, 1998 and 1997 is presented on page 5 of 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
<TABLE>
<CAPTION>
At or for the Three At or for the Six
Months Ended Months Ended
December 31, 1998 December 31, 1998
SELECTED FINANCIAL RATIOS AND OTHER DATA:(1) 1998 1997 1998 1997
- -------------------------------------------------- ---------- -------- --------- --------
<S> <C> <C> <C> <C>
Performance Ratios:
Return on average assets (2) -2.57% 0.85% -0.96% 0.85%
Return on average equity (3) -27.55% 8.44% -9.95% 8.54%
Interest rate spread (4) 2.58% 2.50% 2.56% 2.46%
Net interest margin (5) 3.02% 2.98% 3.02% 2.91%
Average interest-earning assets to
average interest-bearing liabilities 110.71% 110.73% 110.80% 110.68%
Efficiency ratio (6) 212.72% 56.23% 138.57% 56.56%
Net interest income to operating expenses 43.06% 163.14% 65.82% 158.85%
Regulatory Capital Ratios:
Tangible capital 21.03% 9.78% 21.03% 9.78%
Core capital 21.03% 9.78% 21.03% 9.78%
Total risk-based capital 48.95% 23.07% 48.95% 23.07%
Asset Quality Data and Ratios:
Nonperforming loans as a percent of total loans (7) 0.34% 0.76% 0.34% 0.76%
Nonperforming assets as a percent of total assets (8) 0.21% 0.42% 0.21% 0.42%
Allowance for loan losses as a percent of loans 0.83% 0.57% 0.83% 0.57%
Allowance for loan losses as a percent of
nonperforming loans 247.95% 74.98% 247.95% 74.98%
Number of full service offices 11 11 11 11
</TABLE>
(1) Ratios are annualized where appropriate.
(2) Ratio of net income in average total assets.
(3) Ratio of net income to average equity.
(4) Difference between weighted average yield on interest-earning assets and
weighted average cost of interest-bearing liabilities.
(5) Ratio of net interest income to average interest-earning assets.
(6) Ratio of non interest expense to the sum of net interest income plus non
interest income.
(7) Non performing loans consist of non accrual loans.
(8) Non performing assets consist of nonperforming loans and repossessed
automobiles.
Financial Condition
Total assets at December 31, 1998 were $744.2 million compared to $609.4 million
at June 30, 1998. The increase is primarily due to the sale of First Place
Financial Corp.'s stock in connection with the conversion that was completed on
December 31, 1998. Due to an over subscription for the Company's stock,
unfilled orders were mailed refunds on the date of conversion. These excess
funds were temporarily invested in overnight funds at December 31, 1998.
Net loans increased $61.9 million dollars, or 18%, from $353.0 million at June
30, 1998 to $414.9 million at December 31, 1998. Historically lower interest
rates during the last half of 1998 along with the increased presence of the
Company in Mahoning County, resulted in record production in the second quarter
of fiscal year 1999. This growth was primarily in one-to-four family homes with
originations concentrated in 15 and 20 year production.
9
<PAGE>
Securities available for sale increased $45.9 million and stood at $257.1
million at December 31, 1998 compared to $211.2 million at June 30, 1998.
Included in this increase was the transfer of all securities in held to maturity
to available for sale.
Deposits decreased $13.3 million from $435.5 million at June 30, 1998 to $422.1
million at December 31, 1998. This decrease was due to customers utilizing
deposits to purchase shares of the Company in the conversion. Federal Home Loan
Bank Advances decreased $10.2 million from $44.8 million at June 30, 1998 to
$34.6 million at December 31, 1998. The Company used the proceeds from the
issuance of the Company's stock to payoff and restructure a fixed rate advance.
Repurchase agreements also declined from $60.4 million at June 30, 1998 to $44.4
million at December 31, 1998. The decline was due to the maturity of a $16.0
million position in December that was also paid off using the proceeds from the
issuance of the Company's stock.
Other liabilities increased $77.5 million from $4.6 million at June 30, 1998 to
$82.1 million at December 31, 1998. This increase is due to the issuance of
checks on December 31, 1998 to reimburse those that subscribed in the conversion
offering but were denied because of the over subscription.
Total equity increased $98.2 million to $157.6 million at December 31, 1998 from
$59.4 million at June 30, 1998. This increase was primarily due to the
conversion at December 31, 1998 partially offset by the $3.1 million loss
incurred during the six month period.
Results of Operations
Comparison of the Three Months Ended December 31, 1998 and December 31, 1997
The Company reported a net loss of $4.3 million for the three months ended
December 31, 1998. The loss was primarily attributable to the $8.0 million
contribution to the First Federal of Warren Community Foundation. Also
contributing to the decline in the current period, was a restructure of fixed
rate Federal Home Loan Bank Advances that resulted in additional expense of
$500,000. Excluding these items, net income for the three months would have
been $1.3 million. Earnings for the comparable period in the prior year were
$1.2 million.
Net interest income increased $790,000, or 19%, for the second quarter of 1999
compared to the second quarter of 1998. This increase was primarily driven by
the 25% increase to interest earned on loans due to increased loan volume
compared to the same period a year ago.
The provision for loan losses increased $381,000 to $476,000 in the second
quarter of 1999. Continued strong loan growth was the primary reason for this
increase.
Non interest income increased $80,000 in the second quarter to $453,000 from
$373,000 during the second quarter of 1998. Increased revenue from prepayment
penalties on mortgage refinances and increased fees associated with checking
accounts accounted for the majority of this increase.
Non interest expense increased $8.9 million to $11.4 million for the second
quarter of 1999 from $2.5 million during the second quarter of 1998. The items
mentioned above, the Foundation contribution and the restructure of the Federal
Home Loan Bank Advances, accounts for $8.5 million of this increase, or 96% of
this increase.
The provision for income taxes decreased $2.9 million for the second quarter of
1999 compared to the second quarter of 1998. This decrease is attributable to
the lower level of income before taxes caused primarily by the contribution to
the Foundation.
Comparison of the Six Months Ended December 31, 1998 and December 31, 1997
Net income for the six months ended December 31, 1998 amounted to a loss of $3.1
million compared to net income of $2.5 million for the six month period ended
December 31, 1997. This loss was due to the contribution to the Foundation and
the restructure of the fixed rate borrowings. Excluding these items, net income
for the six months ended December 31, 1998 would have been $2.5 million.
10
<PAGE>
Net interest income increased $1.2 million during the six months ended December
31, 1998 to $9.4 million from $8.2 million during the same period in 1997.
This increase was also driven by the increase in interest earned on loans which
was due to increased loan volume compared to the same period a year ago.
Provision for loan losses increased $318,000 for the six month period in fiscal
year 1999. The increase was driven by the 18% increase in loan outstandings for
the six months ended December 31, 1998.
Non interest income decreased slightly from $931,000 during the first six months
of fiscal year 1998 to $910,000 for the same period in 1999. This decline was
primarily due to the recognition of $40,000 in losses on the sale of available
for sale securities compared to $106,000 in gains for the same period in 1998.
Service charge income increased $148,000, or 29%, for the first six months of
1999 compared to the same period in 1998. Increased revenue from prepayment
penalties on mortgage refinances and increased fees associated with checking
accounts accounted for the majority of this increase.
Non interest expense totaled $14.4 million in the current six month period
compared to $5.2 million in the same period last year. The majority of this
increase was due to the contribution to the Foundation and the restructure of
the fixed rate borrowings mentioned earlier.
The provision for income taxes decreased $2.7 million from $1.2 million for the
six-month period ended December 31, 1997 to ($1.6) million for the six-month
period ended December 31, 1998. This decrease was due to lower pre-tax earnings
due to the contribution to the Foundation and the fixed rate borrowing
restructure.
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 $25 million in cash management 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 to provide funding for growth.
Shareholders' equity has increased 165% since June 30, 1998 due primarily to the
conversion at December 31, 1998. The tangible and core capital ratios were
21.03% as of December 31, 1998 compared to 9.78% as of December 31, 1997.
Similarly, the risk-based capital ratio increased from 23.07% at December 31,
1997 to 48.95% at December 31, 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.
The Company has conducted a comprehensive review of all of its information
technology and non-information technology systems to identify potential Year
2000 problems and is in the process of testing hardware and software for
compliance. The Company has identified mission-critical applications. An
application, system or vendor is considered mission critical if it is vital to
the successful continuance of core business activity or is an application that
interfaces with a mission-critical system. The Company evaluates its Year 2000
preparedness based on the guidelines issued by the Federal Financial
Institutions Examination Council (FFIEC) outline. The following 5 phases were
identified by the FFIEC: Awareness, Assessment, Renovation, Validation and
Implementation. At December 31, 1998, the Awareness and Assessment phases have
been completed. The Company is in various stages of Renovation, Validation and
Implementation on those applications or systems identified as mission critical.
The Company is currently developing contingency plans and anticipates completion
some time in mid year 1999. The Company anticipates that all systems will be
Year 2000 compliant by mid year 1999 either through the modification of existing
hardware and software or through the purchase of new hardware and software. The
Company currently anticipates that it will spend approximately $500,000 related
to Year
11
<PAGE>
2000 issues. At this time, management does not believe that there will be a
significant negative impact on the operation of the Company if not properly
addressed, but management anticipates that the problem will be resolved and thus
will not have a significant impact on the Company's delivery of products and
services, or its core operations.
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", "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 Not applicable
Item 2 Changes in securities and use of proceeds
As discussed in the Notes to Consolidated Financial Statements under Conversion
to Stock Ownership of this quarterly report, the Conversion was completed on
December 31, 1998. In connection therewith:
. The effective date of the Registration Statement on Form S-1, as amended
(File No. 333-63099) ("Registration Statement"), was November 12, 1998.
. The offering closed on December 31, 1998 with the sale of all securities
registered pursuant to the Registration Statement. Charles Webb and Company
acted as the marketing agent for the Offering.
. The Holding Company issued 11,241,250 shares in connection with the
Conversion. Gross proceeds from the offering were $112,412,500, 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
802,625 shares sold to the Company for transfer to the First Federal of
Warren Community Foundation.
. Conversion costs amounted to $2,100,000.
Item 3 Not applicable
Item 4 Not applicable
Item 5 Not applicable
Item 6 Exhibits and Reports on Form 8-K
a. Exhibits Exhibit 27 Financial Data Schedule
b. Reports on Form 8-K On February 4, 1999 the Company filed a
Form 8-K disclosing earnings for the quarter ended December
31, 1998.
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: February 16, 1999 /s/ Steven R. Lewis
-----------------------------
Steven R. Lewis, President
Date: February 16, 1999 /s/ Richard K. Smith
-----------------------------
Richard K. Smith,
Vice-President, Treasurer
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM
10Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUN-30-1998
<PERIOD-END> DEC-31-1998
<CASH> 4,212
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 58,137
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 257,105
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 418,385
<ALLOWANCE> 3,477
<TOTAL-ASSETS> 744,186
<DEPOSITS> 422,136
<SHORT-TERM> 34,645
<LIABILITIES-OTHER> 85,359
<LONG-TERM> 44,430
0
0
<COMMON> 112
<OTHER-SE> 157,504
<TOTAL-LIABILITIES-AND-EQUITY> 744,186
<INTEREST-LOAN> 15,306
<INTEREST-INVEST> 6,685
<INTEREST-OTHER> 1,075
<INTEREST-TOTAL> 23,066
<INTEREST-DEPOSIT> 10,169
<INTEREST-EXPENSE> 13,620
<INTEREST-INCOME-NET> 9,446
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<INCOME-PRETAX> (4,653)
<INCOME-PRE-EXTRAORDINARY> (4,653)
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<NET-INCOME> (3,072)
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</TABLE>
