<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 December 31, 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.
9,317,250 common shares as of January 31, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
<S> <C> <C>
Condensed Consolidated Statement of Financial Condition
As of December 31, 1999 and June 30, 1999................................. 3
Condensed Consolidated Statement of Operations for the Three and Six
Months Ended December 31, 1999 and 1998................................... 4
Condensed Consolidated Statement of Comprehensive Income for
The Three and Six Months Ended December 31, 1999 and 1998................. 5
Condensed Consolidated Statement of Changes in Shareholder's Equity
For the Six Months Ended December 31, 1999................................ 5
Condensed Consolidated Statement of Cash Flows for the Six Months
Ended December 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............................. 9-10
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
</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) 1999 1999
============================ =============== ==============
<S> <C> <C>
ASSETS:
Cash and cash equivalents $10,914 $5,849
Fed funds sold 12,229 22,869
Securities available for sale 248,476 249,159
Loans receivable, net 516,036 453,791
Loans available for sale 815 945
Premises and equipment, net 5,767 6,181
Other assets 10,613 8,538
--------------- --------------
TOTAL ASSETS $804,850 $747,332
=============== ==============
LIABILITIES:
Deposits $445,240 $429,225
Repurchase agreements 74,430 54,430
Federal Home Loan Bank advances 142,351 94,811
Advances by borrowers for taxes and insurance 2,619 2,348
Other liabilities 8,905 8,464
--------------- --------------
TOTAL LIABILITIES 673,545 589,278
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
Additional paid in capital 110,285 110,230
Retained earnings, substantially restricted 62,202 59,042
Accumulated other comprehensive income (5,019) (2,637)
Treasury stock, at cost, 1,874,000 shares at December 31, 1999 (22,523)
Unearned recognition and retention plan shares (5,359)
Unearned employee stock ownership plan shares (8,393) (8,693)
--------------- --------------
TOTAL SHAREHOLDERS' EQUITY 131,305 158,054
--------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $804,850 $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 Six months ended
December 31, December 31,
(Dollars in thousands, except per share data) 1999 1998 1999 1998
- --------------------------------------------------- ---------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Loans $9,707 $7,919 $18,805 $15,306
Securities 845 593 1,552 1,075
Mortgage-backed and related securities 3,447 3,339 7,041 6,685
---------------- -------------- ------------- -------------
TOTAL INTEREST INCOME 13,999 11,851 27,398 23,066
INTEREST EXPENSE:
Deposits 4,800 5,034 9,387 10,169
FHLB advances 1,711 1,032 3,061 1,717
Repurchase agreements 932 855 1,785 1,734
---------------- -------------- ------------- -------------
TOTAL INTEREST EXPENSE 7,443 6,921 14,233 13,620
NET INTEREST INCOME 6,556 4,930 13,165 9,446
PROVISION FOR LOAN LOSSES 214 475 383 658
---------------- -------------- ------------- -------------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 6,342 4,455 12,782 8,788
NON INTEREST INCOME:
Service charges 347 344 693 665
Gains (losses) on securities
available for sale, net (6) (40) (6) (40)
Gain on sale of loans 96 0 175 0
Other 136 149 270 285
---------------- -------------- ------------- -------------
TOTAL NON INTEREST INCOME 573 453 1,132 910
NON INTEREST EXPENSE:
Salaries and benefits 1,976 1,573 3,988 3,097
Occupancy and equipment 520 477 1,032 911
Federal deposit insurance premiums 64 63 124 127
Franchise taxes 204 205 408 409
Contribution to foundation 0 8,026 0 8,026
Other 920 1,107 1,617 1,781
---------------- -------------- ------------- -------------
TOTAL NON INTEREST EXPENSE 3,684 11,451 7,169 14,351
---------------- -------------- ------------- -------------
INCOME (LOSS) BEFORE INCOME TAX 3,231 (6,543) 6,745 (4,653)
PROVISION FOR INCOME TAX 1,056 (2,224) 2,170 (1,581)
---------------- -------------- ------------- -------------
NET INCOME (LOSS) $2,175 ($4,319) $4,575 ($3,072)
================ ============== ============= =============
Basic earnings per share $0.23 N/A $0.47 N/A
================ =============
Diluted earnings per share $0.23 N/A $0.47 N/A
================ =============
Cash dividends declared per share $0.075 N/A $0.15 N/A
================ =============
</TABLE>
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,
(Dollars in thousands) 1999 1998 1999 1998
- --------------------------- ------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Net Income $2,175 ($4,319) $4,575 ($3,072)
Change in unrealized gains(losses)
on available for sale securities, net (143) (489) (2,382) 12
------------- ------------ ------------- -------------
Comprehensive Income $2,032 ($4,808) $2,193 ($3,060)
============= ============ ============= =============
</TABLE>
FIRST PLACE FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Six months ended
December 31,
(Dollars in thousands) 1999 1998
- --------------------------- ------------- -------------
<S> <C> <C>
Balance at July 1, $158,054 $59,357
Net Income (Loss) 4,575 (3,072)
Proceeds from issuance of common stock,
net of issuance cost 110,312
Obligation under Employee Stock Ownership Plan (8,993)
Dividends declared and paid (1,415)
Commitment to release employee stock ownership plan shares 356
Purchase of recognition and retention shares (5,955)
Commitment to release recognition and retention shares 595
Treasury stock purchased (22,523)
Change in fair value of
securities available for sale, net (2,382) 12
------------- -------------
Balance at December 31, $131,305 $157,616
============= =============
</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,
(Dollars in thousands) 1999 1998
- -------------------------- ----------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net cash from operating activities $8,160 $81,067
Cash flows from investing activities:
Investment and mortgage-backed securities
available for sale
Proceeds from sales 17,069 17,670
Proceeds from maturities, calls
and principal paydowns 18,225 29,764
Purchases (39,044) (65,349)
Investment and mortgage-backed securities
held to maturity
Proceeds from maturities, calls
and principal paydowns 1,226
Purchases
Net decrease (increase) in interest bearing deposits 10,640 (56,571)
Purchases of Federal Home Loan Bank Stock (1,281) (1,165)
Net increase in loans (62,067) (62,894)
Premises and equipment expenditures, net (434) (270)
----------------- ---------------
Net cash from investing activities (56,892) (137,589)
----------------- ---------------
Cash flows from financing activities:
Net change in deposits 16,015 (13,326)
Net change in advances by borrowers
for taxes and insurance 271 273
Net change in repurchase agreements 20,000 (16,000)
Net change in FHLB advances 47,540 (10,175)
Purchase of Incentive Plan shares (5,955)
Treasury stock purchases (22,523)
Dividends paid (1,551)
Net proceeds from issuance of common stock 93,293
----------------- ---------------
Net cash from financing activities 53,797 54,065
----------------- ---------------
Net change in cash and cash equivalents 5,065 (2,457)
Cash and cash equivalents at beginning of year 5,849 6,669
----------------- ---------------
Cash and cash equivalents, end of period $10,914 $4,212
================= ===============
Supplemental disclosures of cash flow information:
Cash payments of interest expense $13,917 $13,678
Cash payments of income taxes 2,045 1,783
</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 December
31, 1999, were calculated using 9,469,662 average shares outstanding. Basic and
diluted earnings per share for the six months ended December 31, 1999 were
calculated using 9,743,907 average shares outstanding. Earnings per share are
not presented for prior periods, as the conversion did not take place until
December 31, 1998 rendering the calculation meaningless.
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 and six-month periods
ended December 31, 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.
Stock Option Plan
On July 2, 1999, the Board of Directors granted options to purchase 1,007,600
shares of common stock at an exercise price of $12.3125 to certain officers and
directors of the Association and the Company. An additional 116,525 options
remain unallocated. One-fifth of the options awarded become first exercisable
on each of the first five anniversaries of the date of grant. The option period
expires 10 years from the date of grant. No options were exercised during the
three months ended December 31, 1999.
Recognition and Retention Plan
On July 2, 1999, the Board of Directors awarded 449,650 shares to certain
directors and officers of the Association and the Company. No shares had
previously been awarded. One-fifth of such shares will be earned and
nonforfeitable on each of the first five anniversaries of the date of the
awards. In the event of the death or disability of a participant, however, the
participants' shares will be deemed to be earned and nonforfeitable upon such
date. Compensation expense, which is based upon the cost of the shares, was
$298,000 for the three months ended December 31, 1999.
Signing of Agreement and Plan of Merger:
On November 22, 1999, First Place Financial Corp. and Ravenna Savings Bank, an
Ohio corporation ("Ravenna"), announced that the parties had entered into an
Agreement and Plan of Merger (the "Agreement"). The Agreement provides for the
merger of Ravenna into First Federal Savings and Loan Association of Warren, the
wholly owned subsidiary of First Place. As a result of the merger, First Place
will exchange 2,017 shares (as amended) of its common stock for each share of
Ravenna Savings Bank stock. The deal is valued at approximately $24 million.
The merger, which will be accounted for as a purchase, is expected to be
consummated in the second quarter of 2000, pending approval by Ravenna's
shareholders, regulatory approval and other customary conditions of closing.
The transaction is expected to be a tax-free reorganization for federal income
tax purposes. As part of an agreement with the Office of Thrift Supervision,
First Place may elect to repurchase up to 100 percent of the shares to be issued
in the transaction through open market purchases.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations
Financial Condition
General. Total assets at December 31, 1999, increased to $804.9 million compared
to $747.3 million at June 30, 1999, an increase of $57.6 million, or 7.7%. The
increase was primarily attributable to growth in the loan portfolio. Funding
for the increase in loans was primarily provided by an increase in borrowings.
Interest-bearing deposits. Total interest-bearing deposits decreased to $12.2
million at December 31, 1999 compared to $22.9 million at June 30, 1999. This
decrease was due to the Company repurchasing its common stock.
Securities. The securities portfolio decreased slightly to $248.5 million at
December 31, 1999 compared to $249.2 million at June 30, 1999. Proceeds from
maturities and principal paydowns were used to purchase floating rate mortgage-
backed and investment securities during this period.
Loans. Net loans receivable increased $62.2 million dollars, or 13.7%, from
$453.8 million at June 30, 1999 to $516.0 million at December 31, 1999. This
growth was primarily due to growth in residential mortgage loans along with
smaller increases in consumer, multi-family and commercial real estate loans.
Deposits. Deposits increased from $429.2 million at June 30, 1999, to $445.2
million at December 31, 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 December 31, 1999. This increase was used to
fund the increase in loans.
Federal Home Loan Bank Advances. Federal Home Loan Bank Advances increased
$47.6 million from $94.8 million at June 30, 1999, to $142.4 million at December
31, 1999. Advances increased to fund loan growth and the repurchase of common
stock.
Shareholders' Equity. Total shareholders' equity declined to $131.3 million at
December 31, 1999 from $158.1 million at June 30, 1999. This decline was
primarily the result of the Company's purchase of 5% of its outstanding stock,
or 562,062 shares, in addition to the purchase of 1,311,938 shares related to
the proposed purchase of Ravenna Savings Bank. The Company also purchased 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 and Six Months Ended December 31, 1999 and 1998
General. The Company reported earnings of $2.2 million for the three months
ended December 31, 1999, or 23 cents per basic and diluted share. Excluding a
one-time charge for the closing of a grocery store branch, earnings would have
been 24 cents per share. The Company reported a net loss of $4.3 million for
the three months end December 31, 1998. The loss was primarily attributable to
the $8.0 million contribution to the First Federal of Warren Community
Foundation.
Net income for the six months ended December 31, 1999 was $4.6 million, or 47
cents per share, compared to a loss of $3.1 million for the six months ended
December 31, 1998. Excluding the charge incurred for the branch closing,
earning per share would have been 48 cents for the six months ended December 31,
1999. Earnings per share figures are not presented for the three and six-month
periods ended December 31, 1998 since the conversion did not take place until
December 31, 1998.
Net Interest Income. Net interest income increased $1.7 million, or 34.7%, to
$6.6 million for the three months ended December 31, 1999 compared to $4.9
million for the three months ended December 31, 1998. For the six months ended
December 31, 1999 net interest income totaled $13.2 million compared to $9.4
million for the six-month period ended December 31, 1998. The increases in both
the three and six month periods ended December 31, 1999 were due to increased
loan and security volumes compared to the
9
<PAGE>
same periods a year ago. In addition, the net interest margin of the Company
increased in both the three and six month periods compared to a year ago. For
the three and six month periods ended December 31, 1999, the net interest margin
totaled 3.45% and 3.52% respectively, compared to 3.02% and 3.02% respectively
for the same periods a year ago. This increase in margin is primarily due to the
proceeds received in the conversion, which have funded the increase in earning
assets with no associated cost.
Provision for Loan Losses. The provision for loan losses totaled $214,000 for
the three months ended December 31, 1999, compared to $475,000 for the three
months ended December 31, 1998. For the six months ended December 31, 1999 the
provision for loan losses was $383,000 compared to $658,000 for the six months
ended December 31, 1998. The decrease in provision in both periods reflects
management's belief that loan loss reserves are adequate.
Non Interest Income. For the three months ended December 31, 1999, non interest
income increased $120,000 to $573,000 from $453,000 for the three months ended
December 31, 1999. This increase is primarily due to the secondary market
mortgage operation in Akron that opened in March of 1999. This operation
generated gains of $96,000 for the three months ended December 31, 1999. Non
interest income for the six months ended December 31, 1999 totaled $1.1 million
compared to $910,000 for the six months ended December 31, 1998. This increase
is also primarily due to secondary market mortgage activity.
Non Interest Expense. Non interest expense totaled $3.7 million for the three
months ended December 31, 1999, a decrease of $7.8 million over the same period
a year ago. Excluding the $8.0 million contribution to the Foundation and a
restructuring charge of $500,000 on a Federal Home Loan Bank advance, non
interest expense for the three months ended December 31, 1999 increased $700,000
compared to the three months ended December 31, 1998. 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.
Excluding the charge incurred for the funding of the Foundation and the
restructuring charge, non interest expense for the six months ended December 31,
1999, increased $800,000 to $7.2 million compared to the same period a year ago.
The adoption of the incentive plan, the ESOP expense and the opening of the new
offices were the primary reasons for this increase.
Income Taxes. The provision for income taxes totaled $1.1 million for the three
months ended December 31, 1999, compared to ($2.2) million for the three months
ended December 31, 1998. For the nine months ended December 31, 1999, the
provision for income tax increased $3.8 million to $2.2 million. Income taxes
for the three and six month periods ended December 31, 1998 were significantly
impacted by the $8.0 million contribution to the First Federal of Warren
Community Foundation.
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 $150 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 December 30, 1999, the Company's equity to total assets totaled 16.3%
compared to 21.2% at December 31, 1998.
Year 2000
As of this writing, January 1, 2000 has passed and the Company has experienced
no problems related to Y2K. The Company continues to monitor systems for
problems that may be related to Y2K and will continue to do so throughout 2000.
Contingency plans are still in place should a problem arise although the Company
does not anticipate any further issues with regard to Y2K.
Over the course of the last 30 months, the Company has spent approximately
$600,000 related to Year 2000 issues.
10
<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", "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 its first annual meeting of stockholders as a public company on
October 28, 1999. The matters approved by stockholders at the annual meeting
and the voting results as to each matter are set forth below.
Election of Directors for a three-year term:
Name For Withheld
- ----------------------------------------------------- --------- --------
Paul A. Watson 9,227,571 148,501
Steven R. Lewis 9,231,161 144,911
Ratification of the Appointment of Crowe, Chizek and Company LLP as
independent auditors for a one-year term:
Name For Withheld Abstain
- ------------------------------------------------- --------- -------- -------
Crowe, Chizek 9,249,313 104,907 21,852
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 November 23, 1999 the Company announced
the signing of an Agreement and Plan of Merger with Ravenna
Savings Bank.
On November 30, 1999, the Company announced the completion of a
5% share repurchase program.
On January 20, 2000, the Company announced earnings for the
quarter December 31, 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: February 14, 2000 /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> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 10,914
<INT-BEARING-DEPOSITS> 12,229
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 248,476
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 516,036
<ALLOWANCE> 3,743
<TOTAL-ASSETS> 804,850
<DEPOSITS> 445,240
<SHORT-TERM> 142,351
<LIABILITIES-OTHER> 11,524
<LONG-TERM> 74,430
0
0
<COMMON> 112
<OTHER-SE> 131,193
<TOTAL-LIABILITIES-AND-EQUITY> 804,850
<INTEREST-LOAN> 18,805
<INTEREST-INVEST> 8,593
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 27,398
<INTEREST-DEPOSIT> 9,387
<INTEREST-EXPENSE> 14,233
<INTEREST-INCOME-NET> 13,165
<LOAN-LOSSES> 383
<SECURITIES-GAINS> (6)
<EXPENSE-OTHER> 7,169
<INCOME-PRETAX> 6,745
<INCOME-PRE-EXTRAORDINARY> 6,745
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,575
<EPS-BASIC> .47
<EPS-DILUTED> .47
<YIELD-ACTUAL> 3.52
<LOANS-NON> 1,701
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3,623
<CHARGE-OFFS> 300
<RECOVERIES> 37
<ALLOWANCE-CLOSE> 3,743
<ALLOWANCE-DOMESTIC> 3,743
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
