UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report: April 22, 1999 ----------------------------------------- FIRST PLACE FINANCIAL CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-25049 34-1880130 - ----------------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer Identification #) of incorporation) 185 E. Market Street, Warren, OH 44482 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including are code (330) 373-1221 - -------------------------------------------------------------------------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5 Other Events Third Quarter Financial Information Press Release............ Item 7 Financial Statements & Exhibits 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 CORP. Date: April 22, 1999 By: /s/ Steven R. Lewis --------------------- ---------------------- Steven R. Lewis, President and CEO For Immediate Release For Further Information: Thursday, April 22, 1999 Steve Lewis, President and CEO Troy Adair, Investor Relations Phone (330)373-1221 Fax (330)392-8227 First Place Financial Corp. Announces Third Quarter Earnings Warren, Ohio, April 22, 1999 First Place Financial Corp. (NASDAQ: FPFC), the holding company for First Federal Savings and Loan Association of Warren (the "Association"), announced net income for the three months ended March 31, 1999 of $2.6 million, or $.25 per share. Earnings for the comparable period in the prior year were $1.3 million. Earnings per share data are not reported for the prior period as the company did not complete its stock offering until December 31, 1998. Net income for the nine-month period ended March 31, 1999 was ($0.5) million compared to $3.8 million in the year ago period. The decline in net income is primarily due to an $8.0 million contribution to the First Federal of Warren Community Foundation. In addition, a charge of $495,000 was taken in fiscal year 1999 to restructure fixed rate Federal Home Loan Bank borrowings. Again, earnings per share figures are not presented for either nine-month period since the stock offering was not completed until December 31, 1998. Assets totaled $739.5 million at March 31, 1999, an increase of $130.1 million, or 21%, from $609.4 million at June 30, 1998. This increase in assets was primarily due to the proceeds received in connection with the conversion of the Association from a federally chartered mutual association to a federally chartered stock association on December 31, 1998. These proceeds were used to fund an $81.6 million increase, or 23%, in loans receivable from $353.0 million at June 30, 1998 to $434.6 million at March 31, 1999. Deposits declined from $435.5 million at June 30, 1998 to $415.1 million at March 31, 1999. This decline was primarily due to deposits being used to purchase stock in the conversion. Borrowings, consisting of repurchase agreements and Federal Home Loan Bank advances, increased $48.4 million to $153.6 million at March 31, 1999 from $105.2 million at June 30, 1998. Total shareholders' equity totaled $159.2 million at March 31, 1999 compared to $59.4 million at June 30, 1998. This increase was due to the proceeds received in the mutual to stock conversion. On March 1, 1999, the Association commenced operation of a mortgage banking and loan production office in Akron with satellite offices in Newark, Mt. Vernon and Medina (suburbs of Columbus and Cleveland). These offices originate fixed rate loans, both 15 and 30 years, which are in turn sold to various secondary market investors including the Federal Home Loan Mortgage Corporation (FHLMC). A portion of the originations, 10-15%, will be held in portfolio but will qualify for sale to the secondary market in the event that the Association wishes to obtain additional liquidity. The opening of these facilities provides a low cost alternative to generate additional fee income while also providing geographic diversification to existing markets. The Association is a wholly owned subsidiary of First Place Financial Corp. In addition to the newly formed loan offices noted above, the Association operates eleven full-service banking facilities and two loan production offices serving Trumbull and Mahoning Counties in Northeastern Ohio. Additional information may be found on the Company's web site: www.firstfederalofwarren.com. ---------------------------- FIRST PLACE FINANCIAL CORP. Financial Statements & Exhibits (Unaudited) March 31, June 30, % Selected Consolidated Financial Condition Data: 1999 1998 Change - ------------------------------------------------------------------------------------------ ($ in thousands) Total assets $739,457 $609,398 21% Loans receivable, net 434,571 353,012 23% Loans available for sale 644 0 N/M Securities available for sale 267,596 211,185 27% Securities held to maturity (1) 0 28,295 N/M Deposits 415,088 435,462 -5% Federal Home Loan Bank Advances 109,192 44,820 144% Repurchase Agreements 44,430 60,430 -26% Total shareholders' equity 159,184 59,357 168% Three Months Ended Nine Months Ended March 31, % March 31, % Selected Consolidated Operations Data: 1999 1998 Change 1999 1998 Change - ------------------------------------------------------------------------------------------ --------------------------------------- ($ in thousands except per share amounts) Total interest income $12,455 $10,792 15% $35,522 $31,484 13% Total interest expense 5,990 6,515 -8% 19,611 18,967 3% ------------- ------------- ----------- ----------- Net interest income 6,465 4,277 51% 15,911 12,517 27% Provision for loan losses 166 151 10% 824 476 73% ------------- ------------- ----------- ----------- Net interest income after provision 6,299 4,126 53% 15,087 12,041 25% Non interest income 468 388 21% 1,418 1,199 18% Gain (loss) on sale of securities (8) (150) -95% (48) (44) 9% Contribution to Community Foundation 0 0 N/M 8,026 0 N/M Non interest expense 3,076 2,356 31% 9,401 7,543 25% ------------- ------------- ----------- ----------- Income before federal income tax 3,683 2,008 83% (970) 5,653 -117% Federal income tax expense 1,105 691 60% (476) 1,850 -126% ------------- ------------- ----------- ----------- Net income $2,578 $1,317 96% ($494) $3,803 -113% ============= ============= =========== =========== Basic earnings per share $0.25 N/A N/M N/A ============= ============= =========== =========== (1) Effective October 1, 1998, the company adopted Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." Management reclassified all held to maturity securities to available for sale as allowed by SFAS No. 133. At or for the Three At or for the Nine Months Ended Months Ended March 31, March 31, Selected Financial Ratios and Other Data: (1) 1999 1998 1999 1998 - ---------------------------------------------------- --------------------------- ---------------------------- Performance Ratios: Return on average assets (2) 1.43% 0.88% -0.10% 0.88% Return on average equity (3) 6.48% 8.90% -0.70% 8.83% Interest rate spread (4) 2.61% 2.41% 2.57% 2.50% Net interest margin (5) 3.63% 2.88% 3.24% 2.97% Efficiency ratio (6) 44.42% 52.18% 100.84% 55.17% Net interest income to operating expenses 210.18% 181.54% 91.30% 165.94% Capital Ratios: Equity to total assets at end of period 21.53% 9.83% 21.53% 9.83% Book value per share $15.37 N/A $15.37 N/A Average interest-earning assets to average interest-bearing liabilities 129.96% 110.60% 116.88% 110.59% Asset Quality Data and Ratios: Nonperforming assets as a percent of total assets (7) 0.19% 0.35% 0.19% 0.35% Allowance for loan losses to non performing assets 253.78% 89.41% 253.78% 89.41% Allowance for loan losses to gross loans outstanding 0.81% 0.56% 0.81% 0.56% (1) Ratios are annualized where appropriate. (2) Ratio of net income to 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 assets consist of nonperforming loans and repossessed automobiles.