<PAGE>
================================================================================
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: JUNE 30, 1999
OR
[ ] 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 0-25956
FIRST PLACE FINANCIAL CORPORATION
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Mexico 85-0317365
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S) Employer
incorporation or organization) Identification No.
100 East Broadway
Farmington, New Mexico 87401
---------------------------------------------------------
(Address, including ZIP Code, or registrant's executive offices)
(505) 324-9500
-----------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
------------------------------------------------
(Former name, former address and former fiscal year,
if changed 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, 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.
<TABLE>
<CAPTION>
Outstanding at
Class July 29, 1999
- --------------------- -------------
<S> <C>
Common shares, no par value 2,208,196
</TABLE>
================================================================================
<PAGE>
FIRST PLACE FINANCIAL CORPORATION
FORM 10Q
INDEX
<TABLE>
<CAPTION>
PAGE
PART I. FINANCIAL INFORMATION NUMBER
- ------------------------------- ------
<S> <C> <C>
Item 1. Financial Statements:
Consolidated Balance Sheets at June 30, 1999,
December 31, 1998 and June 30, 1998 3
Consolidated Statements of Income for the three months ended
June 30, 1999 and 1998 and the six months ended June 30,
1999 and June 30, 1998 4
Consolidated Statements of Changes in Stockholders' Equity
for the six months ended June 30, 1999 and 1998 and
year-ended December 31, 1998 5
Consolidated Statements of Cash Flows for the six months ended
June 30, 1999 and 1998 7
Notes to the Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 17
PART II. OTHER INFORMATION
- ---------------------------
Item 4. Submission of Matters to Vote of Security Holders 18
Item 6. Exhibits and Reports on Form 8-K 18
SIGNATURES 19
- ----------
</TABLE>
<PAGE>
FIRST PLACE FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(in thousands)
-------------------------------------------------
June 30, December 31, June 30,
1999 1998 1998
(Unaudited) (Unaudited)
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 69,843 $ 89,982 $ 75,861
Interest-bearing deposits in banks 4,781 14,221 58,922
Federal funds sold 7,401 15,700 23,250
----------- ----------- -----------
Total cash and cash equivalents 82,025 119,903 158,033
----------- ----------- -----------
Investment securities:
Available-for-sale (at market value) 325,309 320,943 291,965
----------- ----------- -----------
Loans 432,680 429,665 456,548
Allowance for loan losses (9,354) (9,807) (9,629)
----------- ----------- -----------
Total net loans 423,326 419,858 446,919
----------- ----------- -----------
Bank premises and equipment, net 20,952 20,679 19,400
Other real estate owned 924 811 1,276
Other assets 22,170 19,853 17,992
----------- ----------- -----------
Total assets $ 874,706 $ 902,047 $ 935,585
----------- ----------- -----------
----------- ----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing demand deposits $ 141,629 $ 144,214 $ 136,536
Interest-bearing transaction accounts 128,127 110,604 124,346
Savings and money market accounts 106,994 109,453 104,479
Time certificates, $100,000 and over 131,877 149,500 142,421
Other time certificates 104,885 111,626 109,873
----------- ----------- -----------
Total deposits 613,512 625,397 617,655
Securities sold under agreements to repurchase 76,681 68,629 74,690
Federal funds purchased 29,385 44,257 65,739
Federal Home Loan Banks and other notes payable 67,295 76,546 94,381
Other liabilities 11,261 10,172 8,933
----------- ----------- -----------
Total liabilities 798,134 825,001 861,398
----------- ----------- -----------
Stockholder's equity:
Common stock, no par value
Authorized shares - 5,000,000;
issued and outstanding shares - 2,170,422 at 6/30/99;
2,170,372 at 12/31/98; 2,159,522 at 6/30/98 14,839 14,837 14,523
Additional paid-in capital 731 731 588
Accumulated other comprehensive income (2,245) 2,035 1,452
Retained earnings 63,247 59,443 57,624
----------- ----------- -----------
Total stockholders' equity 76,572 77,046 74,187
----------- ----------- -----------
Total liabilities and stockholders' equity $ 874,706 $ 902,047 $ 935,585
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
See notes to consolidated financial statements
3
<PAGE>
FIRST PLACE FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
(in thousands, except per share)
---------------------------------------------------------------
Three Months Ended Six Months End
June 30, June 30,
-------------------------- ----------------------------
1999 1998 1999 1998
-------- -------- --------- --------
<S> <C> <C> <C> <C>
Interest income:
Loans, including fees $ 10,068 $ 11,623 $ 19,852 $ 23,246
Investment securities:
Taxable 3,849 3,249 7,614 6,494
Tax-exempt 894 773 1,773 1,548
Interest-bearing deposits 72 731 171 973
Federal funds sold 163 304 475 372
-------- -------- --------- --------
Total interest income 15,046 16,680 29,885 32,633
-------- -------- --------- --------
Interest expense:
Time deposits $100,000 and over 1,754 2,115 3,689 4,370
Other deposits 2,861 3,632 5,753 7,122
Short-term borrowings 1,266 1,762 2,488 3,219
Other borrowings 1,057 1,347 2,192 2,648
-------- -------- --------- --------
Total interest expense 6,938 8,856 14,122 17,359
-------- -------- --------- --------
Net interest income 8,108 7,824 15,763 15,274
Provision for loan losses 120 570 (489) 1,135
-------- -------- --------- --------
Net interest income after provision for loan losses 7,988 7,254 16,252 14,139
-------- -------- --------- --------
Other income:
Service charges on deposit accounts 897 688 1,700 1,363
Other service charges and fees 419 350 892 690
Gains on sale of other real estate owned 316 11 316 19
Investment securities gains 4 - - - 4 3
Other operating income 28 103 248 205
-------- -------- --------- --------
Total other income 1,664 1,152 3,160 2,280
-------- -------- --------- --------
Other expense:
Salaries and employee benefits 3,532 2,858 6,908 6,045
Occupancy expenses, net 548 526 1,109 1,038
Other operating expenses 2,200 2,166 4,172 4,271
-------- -------- --------- --------
Total other expenses 6,280 5,550 12,189 11,354
-------- -------- --------- --------
Income before income taxes 3,372 2,856 7,223 5,065
Income taxes 974 596 1,804 1,120
-------- -------- --------- --------
Net Income $ 2,398 $ 2,260 $ 5,419 $ 3,945
-------- -------- --------- --------
-------- -------- --------- --------
Earnings per common share:
Basic $ 1.10 $ 1.05 $ 2.50 $ 1.83
Diluted $ 1.09 $ 1.03 $ 2.47 $ 1.80
</TABLE>
See notes to consolidated financial statements
4
<PAGE>
FIRST PLACE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
(in thousands)
----------------------------------------------------------------------
Six Months Ended
June 30,
---------------------------------------------------------------------
1999 1998
--------------------------- --------------------------
<S> <C> <C> <C> <C>
Retained earnings:
Balance at beginning of year $ 59,443 $ 55,286
Net income 5,419 $ 5,419 3,945 $ 3,945
Cash dividends declared (1,615) (1,607)
------- -------
Balance at end of period 63,247 57,624
------- -------
Accumulated other comphrensive income:
Balance at beginning of year 2,035 1,775
Unrealized (losses) on securities
net of reclassification adjustment (4,280) (4,280) (323) (323)
------ ------
Comprehensive income $1,139 $3,622
------ ------
------ ------
------- -------
Balance at end of period (2,245) 1,452
------- -------
Common stock:
Balance at beginning of year 14,837 14,364
Issuance of new common stock 2 347
Retirement of common stock - - - (188)
------- -------
Balance at end of period 14,839 14,523
------- -------
Additional paid-in capital:
Balance at beginning of year 731 406
Additions related to sale of common stock - - - 182
------- -------
Balance at end of period 731 588
------- -------
Total stockholders' equity $76,572 $74,187
------- -------
------- -------
Disclosure of reclassification amount:
Unrealized holding (losses) arising during period $ (4,167) $ (326)
Less: reclassification adjustment for gains
included in net income 113 - - -
Plus: reclassification adjustment for losses
included in net income - - - 3
-------- ------
Net unrealized (losses) on securities $ (4,280) $ (323)
-------- ------
-------- ------
</TABLE>
See notes to consolidated financial statements
5
<PAGE>
FIRST PLACE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Year Ended December 31, 1998
<TABLE>
<CAPTION>
1998
---------------------------
<S> <C> <C>
Retained earnings:
Balance at beginning of year $ 55,286
Net income 8,161 $ 8,161
Cash dividends declared (4,004)
--------
Balance at end of period 59,443
--------
Accumulated other comphrensive income:
Balance at beginning of year 1,775
Unrealized gains on securities
net of reclassification adjustment 260 260
-------
Comprehensive income $ 8,421
-------
-------
--------
Balance at end of period 2,035
--------
Common stock:
Balance at beginning of year 14,363
Issuance of new common stock 662
Retirement of common stock (188)
--------
Balance at end of period 14,837
--------
Additional paid-in capital:
Balance at beginning of year 406
Additions related to sale of common stock 325
--------
Balance at end of period 731
--------
Total stockholders' equity $ 77,046
--------
--------
Disclosure of reclassification amount:
Unrealized holding gains arising during period $ 316
Less: reclassification adjustment for gains
included in net income 56
Plus: reclassification adjustment for losses
included in net income - - -
-------
Net unrealized gains on securities $ 260
-------
-------
</TABLE>
See notes to consolidated financial statements
6
<PAGE>
FIRST PLACE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION> (in thousands)
Six Months Ended
June 30
------------------------------
1999 1998
---------- ----------
<S> <C> <C>
Cash flow from operating activities:
Net income $ 5,419 $ 3,945
Adjustments to reconcile net income to net cash provided by operations:
Amortization 193 (159)
Depreciation 1,089 864
Provision for loan losses (489) 1,135
Net decrease in other assets 271 1,498
Net increase (decrease) in other liabilities 1,883 (1,245)
Gain on sale of bank premises (1) (4)
Gain on sale of other real estate (316) (19)
Writedown of other real estate 0 80
Gain on sale of available-for-sale securities (4) (3)
---------- ----------
Net cash from operating activities 8,045 6,092
---------- ----------
Cash flows from investing activities:
Proceeds from sales of available-for-sale securities 5,633 1,000
Proceeds from maturities of available-for-sale securities 51,801 41,858
Purchases of available-for-sale securities (68,858) (55,407)
Net (increase) decrease in loans (3,192) 34,919
Proceeds from the sale of bank premises and equipment 16 39
Proceeds from sale of other real estate 415 47
Purchase of bank premises and equipment (1,377) (2,790)
---------- ----------
Net cash from investing activities (15,562) 19,666
---------- ----------
Cash flows from financing activities:
Net increase in deposit accounts 12,482 22,008
Net decrease in certificates of deposit (24,364) (13,099)
Net increase (decrease) in securities sold under agreements to repurchase 8,052 (7,817)
Net increase (decrease) in federal funds purchased (14,872) 30,394
Proceeds from Federal Home Loan Bank advances 1,550 9,037
Payments on Federal Home Loan Bank advances (9,150) (4,093)
Net decrease in other notes payable (1,651) 1,021
Cash dividends paid (2,410) (2,399)
Proceeds from issuance of common stock 2 342
---------- ----------
Net cash from financing activities (30,361) 35,394
---------- ----------
Net increase(decrease) in cash and cash equivalents (37,878) 61,152
Cash and cash equivalents at beginning of period 119,903 96,881
---------- ----------
Cash and cash equivalents at end of period $ 82,025 $ 158,033
========== ==========
</TABLE>
See notes to consolidated financial statements
7
<PAGE>
FIRST PLACE FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(Unaudited)
<TABLE>
<S> <C> <C>
Supplemental Disclosure of Cash Flow Information:
Cash paid during period for:
Interest $ 14,468 $ 17,062
Taxes 1,137 540
Non-cash assets acquired through foreclosure 213 266
</TABLE>
See notes to consolidated financial statements
8
<PAGE>
FIRST PLACE FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS
(Unaudited)
NOTE 1 - PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of First Place
Financial Corporation and its subsidiaries. Significant intercompany
accounts and transactions have been eliminated in consolidation.
The information contained in the financial statements for June 30, 1999
and June 30, 1998, was unaudited. In the opinion of management, all
adjustments necessary for a fair presentation of the results have been
made. Certain prior year amounts are reclassified to conform to current
year classifications.
NOTE 2 - RECONCILIATION OF EARNINGS PER SHARE
The following is the reconciliation of the numerator and denominator of
the basic and diluted earnings per common share ("EPS") computations:
Basic and Diluted EPS
(in thousands, except per share data)
<TABLE>
<CAPTION>
At June 30 1999 1998
---------------------------------------- ----------------------------------------
Weighted Weighted
Income Average Shares Per-Share Income Average Shares Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- -------------- --------- ----------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS:
Income available to
common stockholders $5,419 2,170,390 $2.50 $3,945 2,157,976 $1.83
===== =====
Effect of dilutive
securities-options --- 19,601 --- 33,712
Diluted EPS: ----- --------- ----- ---------
Income available to
common stockholders $5,419 2,189,991 $2.47 $3,945 2,191,688 $1.80
===== ========= ==== ===== ========= ====
</TABLE>
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1999
This management discussion and analysis of financial condition should be read
in conjunction with the consolidated financial statements and accompanying
notes and Form 10-K for the year ended December 31, 1998.
Words or phrases when used in this Form 10-Q or other filings with the
Securities and Exchange Commission, such as "does not expect" and "are
expected to", or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Readers should not place undue expectations on
any forward-looking statements. Such statements are only as of the date made
and will not necessarily be updated after the date of such statements.
Various factors, such as national and regional economic conditions, changes
in market interest rates, credit and other risks of lending and investment
activities, and competitive and regulatory factors, could affect First Place
Financial Corporation and its subsidiaries' financial performance and could
cause actual results for future periods to differ from those anticipated.
OVERVIEW
First Place Financial Corporation ("First Place"), its wholly owned
subsidiaries, First National Bank of Farmington, New Mexico ("FNBF"), Burns
National Bank of Durango, Colorado ("BNBD"), Western Bank, Gallup, New Mexico
("WBG") and Capital Bank, Albuquerque, New Mexico ("CBA") (collectively, the
"Subsidiary Banks") and its non-bank subsidiary, FPFC Management, LLC ("LLC")
on a consolidated basis are the "Company". The Company recorded, for the
first six months of 1999, net income of $5,419,000, compared to net income of
$3,945,000 for the first six months of 1998. Basic and diluted EPS were $2.50
and $2.47, respectively, for the six months ended June 30, 1999 compared to
$1.83 and $1.80, respectively, for the same period a year ago. The net income
for the first six months of 1999 increased $1,474,000 from net income
reported for the first six months of 1998 due to the net result of the
$1,624,000 pre-tax decrease in the provision for loan losses, $489,000
increase in net interest income and $880,000 increase in non-interest income
offset by an increase of $835,000 in non-interest expense and an increase of
$684,000 in taxes. The 1999 net income included a $276,000 year-to-date loss
at CBA which opened in October, 1998.
Net income of $2,398,000 was recorded for the second quarter of 1999, up
$138,000 from the $2,260,000 recorded for the second quarter of 1998. Basic
and diluted EPS were $1.10 and $1.09, respectively, for the three months
ended June 30, 1999 compared to $1.05 and $1.03, respectively, for the same
period a year ago.
10
<PAGE>
On an annualized basis, the return on average assets for the first six months
of 1999 was 1.21 percent and the return on average assets for the first six
months of 1998 was .88 percent. On an annualized basis, the return on average
equity for the first six months of 1999 was 13.97 percent compared to 10.87
percent for the same period a year ago. For the year ended December 31, 1998,
the return on average assets and the return on average equity were .90
percent and 10.96 percent, respectively.
NET INTEREST INCOME AND MARGIN
Interest income for the six months ended June 30, 1999, was $29,885,000, an
8.4 percent decrease from the $32,633,000 recorded for the first half of
1998. Total interest earning assets averaged $800,731,000 for the first half
of 1999, a decrease of $3,696,000 from average earning assets of $804,427,000
for the six months ended June 30, 1998. This decrease was largely due to the
$36,955,000, or 7.7 percent, decrease in average loans and a decrease in
average interest-bearing deposits of $28,104,000, or 79.1 percent, offset by
increases of $55,512,000, or 20.0 percent, in average investment securities
and $5,851,000, or 43.1 percent, in average federal funds sold. The average
yield on earning assets for the first half of 1999 was 7.78 percent, compared
to 8.41 percent for the like period a year ago.
Interest income for the quarter ended June 30, 1999 was $15,046,000, a 9.8
percent decrease from the $16,680,000 recorded for the second quarter of 1998.
Interest expense for the six months ended June 30, 1999, was $14,122,000, an
18.6 percent decrease compared to $17,359,000 for the six months ended June
30, 1998. Average interest-bearing liabilities were $678,721,000 for the
first half of 1999, a 3.4 percent decrease from average interest-bearing
liabilities of $702,269,000 for the first half of 1998. This decrease was
largely due to the $7,240,000 decrease in average time deposits, the
$13,197,000 decrease in average federal funds purchased and the $16,536,000
decrease in average Federal Home Loan Bank advances and other notes payable.
These decreases were offset somewhat by increases of $4,961,000 in average
interest-bearing transaction accounts, $5,219,000 in average savings and
money market accounts and $3,245,000 in average securities sold under
agreements to repurchase. The average rate paid on these liabilities for the
first half of 1999 was 4.20 percent compared to 4.98 percent paid for the
same period a year ago.
Interest expense for the quarter ended June 30, 1999 was $6,938,000 a 21.7
percent decrease from the $8,856,000 recorded for the quarter ended June 30,
1998.
Net interest income increased $489,000 for the first six months of 1999 compared
to the first six months of 1998. This increase was primarily due to efforts to
reduce the Company's cost of funds. Net interest margin, on a fully
tax-equivalent basis, which is tax-equivalent net interest income expressed as a
percent of total average earning assets for the first half of 1999, was 4.22
percent, up from 4.05 percent a year ago. Average interest-bearing liabilities
were 84.8 percent of average earning assets for the first half of 1999, compared
to 87.3 percent for the same period a year ago.
Net interest income increased $284,000, or 3.6 percent, for the second quarter
of 1999 compared to the same period in 1998.
11
<PAGE>
PROVISION FOR LOAN LOSSES
The Company's provision for loan losses for the first half of 1999 was
($489,000) a decrease of $1,624,000 from the same period last year. FNBF
recorded an $800,000 reverse provision for loan losses during the first
quarter of 1999. The reverse provision was mainly due to a reduction in
adversely classified commercial and commercial real estate loans at FNBF.
For the second quarter of 1999, the provision for loan losses was $120,000,
down $450,000 from the year-ago quarter. The provision decrease was due to
the reduction of adversely classified commercial and commercial real estate
loans at FNBF.
OTHER INCOME
The Company recorded other income of $3,160,000 for the first six months of
1999, up $880,000 from the $2,280,000 recorded in the first six months of
1998. This increase was primarily in account analysis fees, non-sufficient
funds fees, ATM fees and other real estate owned (OREO) gains.
Other income for the second quarter of 1999 was $1,664,000, up $512,000 from
the $1,152,000 reported for the same period a year ago. This increase was
primarily in account analysis fees, non-sufficient funds fees and OREO gains.
OTHER EXPENSES
Other expenses for the six months ended June 30, 1999 were $12,189,000, up
$835,000 from the $11,354,000 recorded for the same period a year ago. This
increase was primarily due to increases in salaries and benefits of $863,000
and data processing expenses of $201,000, which were offset somewhat by a
decrease in supply expenses of $142,000. Salaries and benefits increased
primarily due to normal salary increases and a higher level of full-time
equivalent employees added to support expansion. At June 30, 1998, seven
staff members had been hired for Capital Bank and, as of June 30,1999,
Capital Bank had fifteen staff members. The increases in data processing
expenses were primarily due to increases in depreciation expense due to
technical enhancements.
Other expenses for the three months ended June 30, 1999 were $6,280,000, up
$730,000 from the $5,550,000 recorded for the same period a year ago. This
increase was primarily due to increases in salaries and benefits of $674,000.
INCOME TAXES
Income tax expense for the first half of 1999 was $1,804,000, up $684,000
from the $1,120,000, recorded for the first half of 1998. The effective tax
rates for the first half of 1999 and 1998 were 25 percent and 22 percent,
respectively.
12
<PAGE>
The income tax expense for the second quarter of 1999 was $974,000, up
$378,000 from $596,000 recorded in the second quarter of 1998. The effective
tax rates for the second quarter of 1999 and 1998 were 29 percent and 21
percent, respectively.
The increase in the effective tax rates for the six months and second quarter
ended June 30, 1999 compared to the like periods a year ago was primarily due to
an increase in taxable income without a corresponding proportionate increase in
tax-exempt income and the 1999 low income housing tax credits remained at the
1998 level.
BALANCE SHEET REVIEW
Average total assets were $903,507,000 for the first six months of 1999
compared to $905,220,000 for the first six months of 1998. Period-end assets
were $874,706,000, $902,047,000 and $935,585,000 at June 30, 1999, December
31, 1998, and June 30, 1998, respectively. CBA had $19,267,000 average total
assets and $23,641,000 period-end assets at June 30, 1999.
Cash and due from banks at June 30, 1999 was $69,843,000 compared to
$75,861,000 reported for the same period a year ago. This decrease of
$6,018,000 was primarily in due from bank balances which decreased
$10,755,000 from June 30, 1998 to June 30, 1999. The average cash and due
from banks during the first six months of 1999 was $70,872,000 compared to
$72,163,000 average during the first six months of 1998 and $71,848,000
average for the year ended December 31, 1998.
Available-for-sale securities at June 30, 1999 were $325,309,000, an increase
of $33,344,000 from $291,965,000 reported for June 30, 1998. This 11.4
percent increase was partially due to the availability of funds resulting
from a decrease in loan demand.
Interest-bearing deposits in banks, which consist of balances maintained at
Federal Home Loan Banks and Bank CD's, decreased from $58,922,000 at June 30,
1998 to $4,781,000 at June 30, 1999. Federal funds sold decreased from
$23,250,000 at June 30, 1998 to $7,401,000 at June 30, 1999. CBA had
$5,013,000 in federal funds sold at June 30, 1999.
Loans decreased $23,868,000 to $432,680,000 at June 30, 1999, from
$456,548,000 at June 30, 1998. All categories of loans, except for commercial
real estate, decreased from June 30, 1998 to June 30, 1999. Loans at June 30,
1999, increased $3,015,000 from December 31, 1998. This increase was
primarily in the commercial, commercial real estate and consumer categories
and was offset somewhat by a decrease in the real estate residential and
construction categories. CBA loans at June 30, 1999 were $11,541,000.
Total deposits of $613,512,000 at June 30, 1999, decreased $11,885,000 and
$4,143,000 from December 31, 1998 and June 30, 1998, respectively. CBA had
$12,770,000 in total deposits at June 30, 1999. Interest-bearing transaction
accounts of $128,127,000 at June 30, 1999, increased $17,523,000 and
$3,781,000 from the December 31, 1998 and June 30, 1998 balances,
respectively. The $17,523,000 increase from December 31, 1998 to June 30,
1999 was primarily in public deposit balances.
13
<PAGE>
Securities sold under agreements to repurchase as of June 30, 1999, were
$76,681,000 compared to $68,629,000 as of December 31, 1998 and $74,690,000
as of June 30, 1998. Federal funds purchased were $29,385,000 as of June 30,
1999, compared to $44,257,000 as of December 31, 1998, and $65,739,000 as of
June 30, 1998. The Company routinely purchases excess federal funds from
downstream correspondents and resells those funds as part of its own federal
funds sold. These balances fluctuate based on the downstream correspondents'
liquidity.
Federal Home Loan Bank ("FHLB") advances and other notes payable were
$67,295,000 as of June 30, 1999, compared to $76,546,000 as of December 31,
1998, and $94,381,000 at June 30, 1998. The $27,086,000 decrease from June
30, 1998 compared to June 30, 1999 was primarily due to payments on FHLB
advances and other notes payable. FHLB advances of $1,550,000 were taken
during the second quarter of 1999.
ASSET QUALITY
Nonperforming loans and other real estate owned ("OREO") and other foreclosed
assets are presented in the following table:
<TABLE>
<CAPTION>
(in thousands)
----------------------------------------------
June 30, December 31, June 30,
1999 1998 1998
------------ ------------ ------------
<S> <C> <C> <C>
Nonaccrual loans $ 5,107 $4,336 $ 4,223
Accruing loans past due 90 days or more 975 893 3,349
Restructured loans (in compliance with modified terms) 3,470 3,082 3,101
OREO and other foreclosed assets 997 898 1,463
------------ ------------ ------------
Total nonperforming assets $10,549 $9,209 $12,136
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
Management identified $160,000 of potential problem loans as of June 30, 1999.
Potential problem loans are performing loans that management had doubts about
the borrower's ability to comply with the present loan repayment terms. These
loans are less than 90 days past due and are accruing interest.
14
<PAGE>
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is presented in the following table:
<TABLE>
<CAPTION>
(in thousands)
------------------------------------
June 30, December 31, June 30,
1999 1998 1998
-------- ------------ --------
<S> <C> <C> <C>
Beginning balance $9,807 $ 8,722 $8,722
Provision charged to expense (489) 2,045 1,135
Recoveries on loans previously charged-off 555 857 477
Loans charged-off (519) (1,817) (705)
------ ------- ------
Balance $9,354 $ 9,807 $9,629
------ ------- ------
------ ------- ------
</TABLE>
The Company considered the allowance for loan losses at June 30, 1999, to be
adequate to absorb known risks in the loan portfolio. Year-to-date loan
charge-offs were .12 percent of loans outstanding at June 30, 1999, compared
to .15 percent at June 30, 1998.
Based on recent experience, management estimates gross charge-offs of
$1,350,000 for 1999, broken down as follows: commercial - $100,000;
commercial real estate - $425,000; residential real estate - $125,000 and
consumer - $700,000.
The allowance for loan losses was determined in compliance with Statement of
Financial Accounting Standards ("SFAS") No.5, "ACCOUNTING FOR CONTINGENCIES"
and No. 114, "ACCOUNTING BY CREDITORS FOR IMPAIRMENT OF A LOAN" and upon
review of the Financial Accounting Standards Board ("FASB") Viewpoints
article "APPLICATION OF FASB STATEMENTS 5 AND 114 TO A LOAN PORTFOLIO" no
adjustments were required.
LIQUIDITY
The Company maintains an adequate liquidity position through stable deposits
generated from the Company's branches, the disciplined use of debt, and from
a high quality securities portfolio.
Other sources of liquidity are provided by federal funds purchased, securities
sold under repurchase agreements, borrowings from Federal Home Loan Banks and
access to the Federal Reserve for short term liquidity needs. The Company has
increased its federal funds lines of credit by $27,700,000 from a year ago
bringing the total of such lines to $105,700,000 as of June 30, 1999. The
ratio of loans to deposits, which is a measure of liquidity, was 70.5 percent
at June 30, 1999 compared to 68.7 percent and 73.9 percent at December 31,
1998, and June 30, 1998, respectively.
While the above-mentioned sources of liquidity are expected to continue to
provide significant amounts of funds in the future, their mix, as well as the
possible use of other sources, will depend upon future economic and market
conditions.
15
<PAGE>
ASSET/LIABILITY MANAGEMENT
The Company's Asset Liability Management Committee ("ALCO") is responsible
for the identification, assessment and management of the liquidity and
interest rate risk of the respective subsidiary banks. The ALCO has focused
on maintaining acceptable liquidity levels and maintaining a position of
minimal interest rate risk exposure with an emphasis on deposit gathering,
nondeposit options and taking advantage of lending opportunities.
STOCKHOLDERS' EQUITY AND CAPITAL ADEQUACY
The subsidiary banks each exceeded regulatory requirements for "well
capitalized" status as of June 30, 1999. The Company's risk-based capital
ratios at June 30, 1999, were:
Tier 1 capital (regulatory minimum = 4.00% or above) was 14.75 percent
compared to 14.09 percent at year end.
Total capital (regulatory minimum = 8.00% or above) was 15.98 percent
compared to 15.33 percent at year end.
Leverage ratio (regulatory minimum = 4.00% or above) was 8.66 percent
compared to 8.17 percent at year end.
Stockholders' equity increased 3.2 percent to $76,572,000 from a year ago and
was down $474,000 from year-end 1998. Accumulated other comprehensive income,
which is the net of tax mark-to-market adjustments for available-for-sale
securities, was ($2,245,000), $2,035,000 and $1,452,000 at June 30, 1999,
December 31, 1998 and June 30, 1998, respectively. The $4,280,000 decrease in
comprehensive income offset by earnings retention resulted in the $474,000
decrease from year-end 1998. The $4,280,000 decrease in comprehensive income
is largely due to the increase in the yield curve since December 31, 1998
which resulted in lower market values in mortgage-backed securities and
U.S. agency securities. The ratio of stockholders' equity to total assets was
8.75 percent at June 30, 1999, compared to 8.54 percent and 7.93 percent at
December 31, 1998, and June 30, 1998, respectively.
YEAR 2000 COMPLIANCE PLAN
The Company has been actively engaged in resolving the issues involved with
the year 2000 challenge. Under the guidance of a full-time year 2000
compliance manager, a team is working to address the various issues. As of
June 30, 1999, the Company had completed the remediation and testing of its
mission critical systems. Additionally, 100 percent of all non-mission
critical systems have been upgraded, and the internal testing is
substantially complete.
The Company has identified and assessed all non-computer related systems as
well. These systems include elevators, vault doors, security, physical plant
systems such as heating and cooling, electronic access, and sprinkler
systems. All are currently year 2000 compliant.
16
<PAGE>
The Company has assessed the year 2000 compliance status of its third party
service providers. All third party vendors with which the Company has a
material relationship have represented that they have allocated sufficient
resources and manpower to the year 2000 project. Furthermore, the Company
continues to reevaluate these third party service providers through the
independent review of each in accordance with guidelines published by
industry regulatory agencies.
The estimated cost for the Company's year 2000 project is not expected to be
material (approximately $200,000 for 1999 and $100,000 for 2000). The
completion dates and costs are based on management's current best estimates.
The Company has also assessed the scope of the year 2000 issue in regard to
major customers and has developed contingency plans which address the
potential credit and liquidity risks involved. As is the case with all
financial institutions, if the Company's customers fail to address the year
2000 compliance problems within their own industries or lose confidence in
the financial industry as a whole, the Company could be adversely affected.
It is management's belief that the greatest risk lies in the area of cash
availability and liquidity. The Company's contingency plans include expanding
sources of funds, increasing cash availability, and maintaining a liquid
securities portfolio.
In the unlikely event that a disruption does occur, the Company has developed
detailed contingency plans for all mission critical applications. Contingency
plans are focused on two areas: (1) providing uninterrupted service to our
customers in the event a system malfunctions and (2) restoring or replacing
the system.
Management believes that the worst case scenario for providing uninterrupted
service to customers would include the loss of power to individual branch
locations. Management will not open branch locations if there is inadequate
security due to lack of power. Based on published reports, the worst case
scenario would be a four hour power outage. If there is electrical power, all
other services could be provided using manual operating procedures.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
There have been no material changes in the Company's interest rate risk
position since December 31, 1998.
SUBSEQUENT EVENTS
On August 4, 1999, the Company and Wells Fargo & Company ("Wells Fargo")
signed a definitive agreement for Wells Fargo to acquire the Company. The
acquisition is scheduled to be completed in the first quarter of next year
and requires approval from banking regulators and shareholders of the
Company. In the acquisition, Wells Fargo will issue 4.6 million shares of its
common stock in exchange for 100 percent of the stock of the Company.
17
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders
The Annual Meeting of First Place Financial Corporation was held on
April 30, 1999. Votes were taken to elect two directors to serve for
terms of one and two years, respectively. The table below outlines
the results of the election:
<TABLE>
<CAPTION>
NOMINEES FOR ELECTION NUMBER OF SHARES VOTED
IN 1999 FOR AGAINST ABSTAIN
--------------------- --------- ------- -------
<S> <C> <C> <C>
Ike Kalangis 1,392,412 12,264 0
Jack M. Morgan 1,404,676 0 0
</TABLE>
The following eight retained their position on the Board of Directors:
<TABLE>
<CAPTION>
NAME TERM EXPIRES
-------------------- ------------
<S> <C>
Robert S. Culpepper 2000
J. Gregory Merrion 2000
Roy L. "Bunky" Owen 2000
Marlo Webb 2000
Robert M. Goodman 2001
Richard I. Ledbetter 2001
James D. Rose 2001
Thomas C. Taylor 2001
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 3 (i). Articles of Incorporation of Registrant*
Exhibit 3 (ii). Bylaws of Registrant*
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K
(1) Report dated July 23, 1999, regarding the
press release announcing the results for the
second quarter ended June 30, 1999, and
reporting the quarterly dividend and the
second quarter 1999 shareholder letter.
(2) Report dated August 4, 1999, on August 4,
1999 the Company entered into an Agreement
and Plan of Reorganization with Wells Fargo.
- ------------------------
*Incorporated by reference from Exhibits to the Registrant's Registration
Statement on Form S-4, dated April 18, 1995, Registration No. 33-91310.
18
<PAGE>
SIGNATURES
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 CORPORATION
---------------------------------
(Registrant)
Date: August 10, 1999 /s/ James D. Rose
---------------------- -------------------------------------
James D. Rose
President and Chief Operating Officer
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 69,843
<INT-BEARING-DEPOSITS> 4,781
<FED-FUNDS-SOLD> 7,401
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 325,309
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 432,680
<ALLOWANCE> 9,354
<TOTAL-ASSETS> 874,706
<DEPOSITS> 613,512
<SHORT-TERM> 106,066
<LIABILITIES-OTHER> 11,261
<LONG-TERM> 67,295<F1>
0
0
<COMMON> 14,839
<OTHER-SE> 61,733
<TOTAL-LIABILITIES-AND-EQUITY> 874,706
<INTEREST-LOAN> 19,852
<INTEREST-INVEST> 9,387
<INTEREST-OTHER> 646
<INTEREST-TOTAL> 29,885
<INTEREST-DEPOSIT> 9,442
<INTEREST-EXPENSE> 14,122
<INTEREST-INCOME-NET> 15,763
<LOAN-LOSSES> (489)
<SECURITIES-GAINS> 4
<EXPENSE-OTHER> 12,189
<INCOME-PRETAX> 7,223
<INCOME-PRE-EXTRAORDINARY> 5,419
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,419
<EPS-BASIC> 2.50<F2>
<EPS-DILUTED> 2.47
<YIELD-ACTUAL> 4.22
<LOANS-NON> 5,107
<LOANS-PAST> 975
<LOANS-TROUBLED> 3,470
<LOANS-PROBLEM> 160
<ALLOWANCE-OPEN> 9,807
<CHARGE-OFFS> 519
<RECOVERIES> 555
<ALLOWANCE-CLOSE> 9,354
<ALLOWANCE-DOMESTIC> 9,354
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
<FN>
<F1>LONGTERM AND OTHER NOTES PAYABLE
<F2>BASIC EPS
</FN>
</TABLE>
