UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2001

oTRANSITION 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 incorporation)                                                                                                                                                                                                                                                                                                            |        | (IRS Employer Identification Number)
|                                                                                                                                                                                                                                                                                                                                                          |        |                                     
|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   o |                                     
|                                                                                                                                                                                                                                                                                                                                                          |        |                                     
|Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                          |        |                                     
|15,376,198 common shares as of April 30, 2001                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                          |        |                                     
|                                                                                                                                                                                                                                                                                                                                                          |        |                                     



|TABLE OF CONTENTS            
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|PART I. FINANCIAL INFORMATION
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|PART II. OTHER INFORMATION   
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|SIGNATURES                   
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2




Part I. FINANCIAL INFORMATION





Item 1. Financial Statements





First Place Financial Corp. and Subsidiaries


Consolidated Statements of Financial Condition





|                                                                                                                                                                                                                    | March 31,

2001 |           | June 30,

2000
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------- | --------- | --------------
|(Dollars in thousands)                                                                                                                                                                                              |                 |           |               
|ASSETS:                                                                                                                                                                                                             |                 |           |               
|Cash and cash equivalents                                                                                                                                                                                           | $               | 34,384    |               
|Fed funds sold                                                                                                                                                                                                      |                 | 48,890    |               
|Securities available for sale                                                                                                                                                                                       |                 | 425,745   |               
|Loans held for sale                                                                                                                                                                                                 |                 | 15,321    |               
|Loans:                                                                                                                                                                                                              |                 |           |               
|Total
loans                                                                                                                                                                                                         |                 | 1,039,086 |               
|Less allowance
for loan losses                                                                                                                                                                                      |                 | (10,701   | )             
|                                                                                                                                                                                                                    |                 |           |               
|Net
loans                                                                                                                                                                                                           |                 | 1,028,385 |               
|Premises and equipment, net                                                                                                                                                                                         |                 | 20,007    |               
|Accrued interest receivable                                                                                                                                                                                         |                 | 9,417     |               
|Intangibles                                                                                                                                                                                                         |                 | 21,555    |               
|Other assets                                                                                                                                                                                                        |                 | 15,731    |               
|                                                                                                                                                                                                                    |                 |           |               
|TOTAL
ASSETS                                                                                                                                                                                                        | $               | 1,619,435 |               
|                                                                                                                                                                                                                    |                 |           |               
|LIABILITIES:                                                                                                                                                                                                        |                 |           |               
|Deposits                                                                                                                                                                                                            | $               | 1,016,374 |               
|Securities sold under agreement to repurchase                                                                                                                                                                       |                 | 89,446    |               
|Federal Home Loan Bank advances                                                                                                                                                                                     |                 | 264,080   |               
|Advances by borrowers for taxes and insurance                                                                                                                                                                       |                 | 2,836     |               
|Accrued interest payable                                                                                                                                                                                            |                 | 6,270     |               
|Other liabilities                                                                                                                                                                                                   |                 | 46,052    |               
|                                                                                                                                                                                                                    |                 |           |               
|TOTAL
LIABILITIES                                                                                                                                                                                                   |                 | 1,425,058 |               
|SHAREHOLDERS EQUITY:                                                                                                                                                                                               |                 |           |               
|Preferred stock, $.01 par value:                                                                                                                                                                                    |                 |           |               
|Authorized
3,000,000 shares, none outstanding                                                                                                                                                                       |                 |           |               
|Common stock, $.01 per value:

                    33,000,000 shares authorized;

                    18,362,113 shares issued at March 31, 2001 and

                    11,241,250 shares issued at June 30, 2000 |                 | 184       |               
|Additional paid in capital                                                                                                                                                                                          |                 | 179,797   |               
|Retained earnings, substantially restricted                                                                                                                                                                         |                 | 62,392    |               
|Unearned recognition and retention plan shares                                                                                                                                                                      |                 | (3,646    | )             
|Unearned employee stock ownership plan shares                                                                                                                                                                       |                 | (7,568    | )             
|Treasury stock, at cost, 2,941,865 shares at March 31, 2001and 552,800 shares at June 30, 2000                                                                                                                      |                 | (33,603   | )             
|Accumulated other comprehensive income (loss)                                                                                                                                                                       |                 | (3,179    | )             
|                                                                                                                                                                                                                    |                 |           |               
|TOTAL
SHAREHOLDERS EQUITY                                                                                                                                                                                          |                 | 194,377   |               
|                                                                                                                                                                                                                    |                 |           |               
|TOTAL
LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                                          | $               | 1,619,435 |               
|                                                                                                                                                                                                                    |                 |           |               



See notes to consolidated financial statements.  
 First Place Financial Corp. and Subsidiaries
 Consolidated Statements of Income
 
 Three months ended

March 31,

Nine months ended

March 31,(Dollars in thousands, except per share date)

2001

2000


2001


2000INTEREST INCOME:Loans

$        22,322

$      10,175


$        52,363


$      28,980Securities

2,859

704


5,137


2,257Mortgage-backed and related securities

4,909

3,536


11,601


10,578TOTAL INTEREST
INCOME

30,090

14,415


69,101


41,815INTEREST EXPENSEDeposits

11,732

4,980


27,265


14,367Borrowed funds

4,256

1,962


12,430


5,023Repurchase agreements

1,317

1,116


3,241


2,901TOTAL INTEREST
EXPENSE

17,305

8,058


42,936


22,291NET INTEREST INCOME

12,785

6,357


26,165


19,524PROVISION FOR LOAN LOSSES

658

222


2,463


605NET INTEREST INCOME AFTER

          PROVISION FOR LOAN LOSSES

12,127

6,135


23,702


18,919NONINTEREST INCOME:Service charges

770

368


1,898


1,062Security gains (losses), net

280

(1
)

(1,121
)

(6
)Gain (loss) on sale of loans

608

96


(1,357
)

271Other

773

129


1,125


399TOTAL NONINTEREST
INCOME

2,431

592


545


1,726NONINTEREST EXPENSE:Salaries and benefits

5,636

2,121


11,159


6,109Occupancy and equipment

1,238

523


2,518


1,555Franchise taxes

345

215


1,194


622Goodwill and intangible amortization

358

0


1,002


0Other

1,842

801


5,767


2,544TOTAL NONINTEREST
EXPENSE

9,419

3,660


21,640


10,830INCOME BEFORE INCOME TAXES

5,139

3,067


2,607


9,815PROVISION FOR INCOME TAX

1,585

1,029


234


3,199NET INCOME

$          3,554

$        2,038


$          2,373


$        6,616Basic earnings per share

$            0.24

$          0.26


$            0.22


$          0.72Diluted earnings per share

$            0.24

$          0.26


$            0.22


$          0.72Average shares outstanding  basic

14,918,420

7,931,541


10,910,527


9,144,179Average shares outstanding  diluted

15,119,789

7,931,541


10,982,157


9,144,179 
 See notes to consolidated financial statements.
 
  
 First Place Financial Corp. and Subsidiaries
 Condensed Consolidated Statements of Changes in
 Shareholders Equity
 
 Three months ended

March 31,

Nine months ended

March 31,(Dollars in thousands)

2001

2000

2001

2000Balance at beginning of period

$203,624


$131,305


$147,975


$158,054Comprehensive income:Net Income (Loss)

3,554


2,038


2,373


6,616Change in fair value of interest rate swaps, net of tax

(1,966
)

18


(5,630
)

18Change in fair value of securities available for sale, net of tax

2,412


(949
)

7,960


(3,334
)Comprehensive income

4,000


1,107


4,703


3,300Cash dividends declared

(1,950
)

(600
)

(2,835
)

(2,015
)Issuance of 7,120,863 shares of common stock for merger







69,428Acquisition of FFY Financial Corp. ESOP







(1,088
)Acquisition of FFY Financial Corp. recognition and retention plan







(2
)Amortization of ESOP expense

148


233


444


533Recognition and retention plan shares purchased (449,650)










(5,955
)Amortization of recognition and retention plan expense

229


298


1,120


893Difference between average fair value per share and cost per

    share on ESOP shares committed to be released

26


11


57


67Stock options exercised

597





597Treasury stock purchased

(12,297
)

(6,062
)

(26,022
)

(28,585
)Balance at end of period

$194,377


$126,292


$194,377


$126,292Cash dividends per share

$    0.125


$    0.075


$    0.225


$    0.225 
 See notes to consolidated financial statements.
   First Place Financial Corp. and Subsidiaries
 Condensed Consolidated Statements of Cash Flows
 Nine months ended

March 31,(Dollars in thousands)

2001

2000
Cash flows from operating activities:Net cash from
operating activities

$
7,215


$
7,686
Cash flows from investing activities:Investment and mortgage-backed securities available for saleProceeds from
sales


239,124



23,640Proceeds from
maturities, calls and principal paydowns


50,621



23,996Purchases


(59,105
)


(54,942
)Net decrease in interest bearing deposits


0



22,584Net cash received in acquisition


4,431



0Net (increase) in fed funds sold


(32,668
)


0Purchase of Federal Home Loan Bank stock


(1,773
)


(1,139
)Net (increase) in loans


(23,860
)


(89,441
)Premises and equipment expenditures, net


(1,262
)


(573
)Net cash from
investing activities


175,508



(75,875
)Cash flows from financing activities:Net change in deposits


(5,722
)


37,608Net change in advances by borrowers for taxes and insurance


(2,672
)


(860
)Net change in repurchase agreements


(44,284
)


20,570Net change in Federal Home Loan Bank advances


(81,481
)


50,846Purchase of incentive plan shares


0



(5,955
)Treasury stock purchases


(25,363
)


(28,585
)Cash dividends paid


(2,835
)


(2,191
)Proceeds from stock options exercised


597



0Net cash from
financing activities


(161,760
)


71,433Net change in cash and cash equivalents


20,963



3,244
Cash and cash equivalents at beginning of year


13,421



5,849Cash and cash equivalents, end of period

$
34,384


$
9,093
Supplemental disclosures of cash flow information:Cash payments of interest expense

$
38,402


$
22,620Cash payments of income taxes


260



3,105Proceeds from sales of loans originated for sale


31,017



10,152Loans securized


192,000



0  See notes to consolidated financial statements.
 6
 
  FIRST PLACE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Notes to Consolidated Financial Statements(Dollar amounts in thousands except per share data) Principles of Consolidation: The interim consolidated financial statements of the Company include the accounts of First Place Financial Corp. (the Company) and its wholly-owned subsidiaries First Place Bank (the Bank
 formerly known as First Federal Savings and Loan Association of Warren) and First Place Holdings, Inc. The consolidated financial statements also include the accounts of First Place Insurance Agency, Ltd., the insurance affiliate of First
Place Holdings, Inc. The accounts of First Place Holdings, Inc.s real estate affiliate, Coldwell Banker First Place Real Estate, are not consolidated since the Company owns a non-controlling one-third interest. All significant intercompany
balances and transactions have been eliminated in consolidation. Basis of Presentation: The consolidated financial statements have been prepared in conformity with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in First Place Financial Corp.s 2000 Annual Report to Shareholders incorporated by
reference into First Place Financial Corp.s 2000 Annual Report on Form 10-K. The interim consolidated financial statements include all adjustments (consisting of only normal recurring items) which, in the opinion of management, are necessary
for a fair presentation of the financial position and results of operations for the periods presented. The results of operations for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full
year. Merger and Name Change On December 22, 2000, the Company completed the merger of equals transaction with FFY Financial Corp. (FFY) which was announced on May 24, 2000. FFY was merged with and into the Company and
FFYs thrift subsidiary, FFY Bank, was merged with and into First Federal Savings and Loan Association of Warren. In addition, FFY Holdings, Inc., a subsidiary of FFY became a subsidiary of the Company. The Company issued 7,120,863 shares of common stock valued at approximately $69.4 million. FFY was a holding company engaged in the financial services business through its wholly-owned
subsidiaries, FFY Bank, a federally-chartered savings bank, and FFY Holdings, Inc. FFY Bank operated 11 full service banking facilities and 2 loan production offices in Mahoning and Trumbull Counties, Ohio. The transaction was recorded as a purchase
and, accordingly, the operating results of FFY have been included in the Companys consolidated financial statements since the date of acquisition. The excess of the aggregate purchase price over the fair market value of net assets acquired of
approximately $5.7 million will be amortized over 17 years. As a part of the merger transaction, the Company changed the name of its thrift subsidiary, First Federal Savings and Loan Association of Warren, to First Place Bank. 7  
 SecuritiesAvailable for Sale
 
 The amortized cost, gross unrealized gains and losses and estimated fair values of securities available for sale at March 31, 2001 and June 30, 2000 are as
follows:
 
 March 31, 2001Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Estimated

Fair

ValueDebt securitiesU.S. Government agencies

$  12,878

$    97




$  12,975Trust preferred securities

22,850

244

$      (21
)

23,073Obligations of states and

               political subdivisions

46,862

1,972

(213
)

48,62182,590

2,313

(234
)

84,669Equity securitiesFederal Home Loan Bank stock

20,078






20,078Equity securities

1,725

498




2,223FNMA and FHLMC preferred stock

30,369

197

(56
)

30,51052,172

695

(56
)

52,811Mortgage-backed securities and

    collateralized mortgage obligations

275,514

1,794

(448
)

276,860Asset-backed SLMAs

11,487



(82
)

11,405287,001

1,794

(530
)

288,265$421,763

$4,802

$    (820
)

$425,745June 30, 2000Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Estimated

Fair

ValueDebt securitiesU.S. Government agencies

$  26,996



$    (292
)

$  26,704Obligations of states and

                political subdivisions

6,368

$    23

(103
)

6,28833,364

23

(395
)

32,992Equity securitiesFederal Home Loan Bank stock

11,413






11,413FNMA and FHLMC preferred stock

17,732



(25
)

17,70729,145



(25
)

29,120Mortgage-backed securities and

    collateralized mortgage obligations

206,907

342

(8,310
)

198,939$269,416

$  365

$(8,730
)

$261,051 
 The amortized cost and estimated fair value of debt securities at March 31, 2001, by contractual maturity, are shown below. Expected maturities may differ from
contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 Amortized

Cost

Estimated

Fair ValueAvailable for saleDue in one year or less
$
5,544

$
5,623Due after one year through five years

12,115


12,204Due after five years through ten years

16,053


16,558Due after ten years

48,878


50,284$
82,590

$
84,669Mortgage-backed securities and

                collateralized mortgage obligations
$
287,001

$
288,265$
369,591

$
372,934Loans

Loans as presented on the balance sheet are comprised of the following classifications at: 
March 31,

2001

June 30,

2000Real estate mortgage loansOne to four family
$
720,229

$
527,543Multifamily

30,190


17,068Commercial

65,081


27,787Construction

43,322


45,770Home equity

43,477


17,768902,298


635,936Consumer and other loansAutomobile

74,336


62,694Home equity lines of credit

67,055


25,584Other

7,745


2,679149,136


90,957Commercial loans

13,264


9,092Less:Loans in process

22,723


23,250Net deferred loan origination fees

2,889


1,519Allowance for loan losses

10,701


6,15036,313


30,919$
1,028,385

$
705,066
A summary of the activity in the allowance for loan losses is as follows:
Balance at beginning of period, July 1, 2000
$
6,150Provision for loan losses

2,463Acquisition

4,087Charge-offs

(2,111
)Recoveries

112Balance at end of period, March 31, 2001
$
10,701

Nonaccural loans totaled $14,996 and $6,566 at March 31, 2001 and June 30, 2000.
Deposits
Deposits consist of the following at:
March 31,

2001

June 30,

2000Non interest-bearing demand

$        19,913

$  11,088Savings

139,117

76,230NOW

79,845

44,757Money Market

188,165

108,299Certificates of deposit

589,334

346,374$   1,016,374

$586,748At March 31, 2001, scheduled maturities of certificates of deposit are as follows:
2001

$225,6602002

215,5152003

69,1352004

17,9852005

35,907Thereafter

25,132$589,334Securities sold under agreements to repurchase
Securities sold under agreements to repurchase are financing arrangements that mature based on the contractual terms of each agreement. They are collateralized by mortgage-backed
securities. At maturity, the securities underlying the agreements are returned to the Company. Information concerning securities sold under agreements to repurchase is summarized as follows:
March 31, 2001

June 30, 2000Average daily balance during the period

$72,663


$70,632Average interest rate during the period

5.75
%

5.78
%Maximum month-end balance during the period

$89,622


75,000FederalHome Loan Bank Advances
Advances from the Federal Home Loan Bank are as follows:
March 31, 2001

June 30, 2000Year of Maturity

Interest

Rate

Amount

Interest

Rate

Amount2001

5.04
%

$145,573

6.45
%

$157,1462002

6.18


13,600

6.17


21,3502003

5.75


9,151

6.05


9,3402005

5.95


29,1472006

5.53


12,800

6.42


5,8002008






6.20


2,0002009

5.92


28,193

5.07


3,5002010

6.26


25,000

6.18


28,0002014

5.00


616

5.00


626$264,080




$227,762Hedging ActivitiesThe Company is involved in certain hedging strategies, which are intended to improve the predictability of future transactions. These activities include protecting the cash flow of
certain of its short-term variable rate borrowings against interest rate movements and entering into long-term fixed rate borrowings to fix the dollar amounts to be paid.
To protect the predictability of future cash flows as it pertains to its borrowings, the Company has entered into agreements to assume fixed interest payments in exchange for variable
interest payments. The Company has
demonstrated these to be cash flow hedges of its borrowings and includes the change in the fair value in other comprehensive income until such time as the impact of the hedged item is
included in earnings.

The Company has entered into several agreements during fiscal year 2001 to assume fixed interest payments in exchange for variable interest payments (interest rate swaps). The
notional amount of the interest rate swaps does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the interest rate swaps. The interest rate swaps were
designated as cash flow hedges. The following table summarizes the terms of the swap at March 31, 2001.

Notional amount

$140,000Weighted average fixed rate

6.47
%Weighted average variable rate in effect at March 31, 2001

5.55
%Market value at March 31, 2001

$  (8,532
)The maturities of these contracts range from 2 years to 10 years. Variable interest payments received are based on one month LIBOR which is adjusted on a monthly basis.

Stock Option Plan

On July 2, 1999, the Board of Directors granted options to purchase 1,007,600 common shares at an exercise price of $12.31 to certain officers and directors of the Bank and Company.
On December 22, 2000, the option plan of FFY Financial Corp. was merged with, and into, the option plan of First Place Financial Corp. A total of 587,499 options were added to the plan as a result of the merger. With the addition of FFYs
options, the Company now has total options available under its plan of 1,711,624.Earningsper Share: ($ in thousands, except per share data)The computation of basic and diluted earnings per share is shown in the following table.Three months ended

March 31,

Nine months ended

March 31,2001

2000

2001

2000Basic earnings per share computation:Numerator      Net income

$          3,554

$        2,038

$          2,373

$        6,616Denominator  Weighted average common

                                      shares
outstanding

14,918,420

7,931,541

10,910,527

9,144,179Basic earnings per share

$            0.24

$          0.26

$            0.22

$          0.72Diluted earnings per share computation:Numerator      Net income

$          3,554

$        2,038

$          2,373

$        6,616Denominator  Weighted average common

                                       shares
outstanding

14,918,420

7,931,541

10,910,527

9,144,179& effect of stock options

201,369

0

71,630

0& average common shares

                                        and
common stock equivalents

15,119,789

7,931,541

10,982,157

9,144,179Diluted earnings per share

$            0.24

$          0.26

$            0.22

$          0.72Stock options for 1,510,075 and 1,124,250 shares of common stock were not considered in computing diluted earnings per common share for March 31, 2001 and March 31, 2000 because they
were anti-dilutive.
Item 2. Managements Discussion and Analysis of Financial Condition And Results of Operations Forward-Looking Statements
When used in this Form 10-Q, or, in future filings with the Securities and Exchange Commission, in press releases or other public or shareholder communications, or in oral statements
made with the approval of an authorized executive officer, the words or phrases will likely result, are expected to, will continue, is anticipated, estimate, project or similar
expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including, but not limited to,
changes in economic conditions in the Companys market area, changes

11


in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Companys market area and competition, that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company wishes to
advisereaders that the factors listed above and other factors could affect the Companys financial
performance and could cause the Companys actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.
The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events
or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Financial Condition
General.On December 22, 2000, the Company completed the merger of equals transaction with FFY Financial Corp.
which was announced on May 24, 2000. At the time of merger, assets acquired totaled $681.8 million and liabilities assumed totaled $614.1 million. Also during the quarter ended December 31, 2000, the Company restructured its balance sheet to lower
its interest rate risk profile and to provide additional liquidity. The Company securitized $192.0 million in primarily fixed rate 1-4 family mortgage loans and sold $149.4 million of the securities. In addition, $50.1 million in mortgage backed and
related securities were sold. Approximately $61.6 million in Federal Home Loan Bank advances were repaid with the proceeds of the securities sale.
At March 31, 2001, total assets were $1,619.4 million compared to $1,051.6 million at June 30, 2000, an increase of $567.8 million, or 54.0%. The increase in assets was primarily attributable
to assets acquired in the merger with FFY offset by the use of securities sales proceeds to repay borrowings. Total liabilities at March 31, 2001 were $1,425.1 million compared to $903.6 million at June 30, 2000, an increase of $521.5 million, or
57.7%. The increase in liabilities was also primarily attributable to liabilities acquired in the merger with FFYoffset by the repayment of borrowings. The discussion below provides greater detail regarding significant changes to the balance
sheet.
Fed Funds Sold.Fed funds sold increased $32.7 million, or 201.4% during the nine months ended March 31, 2001 and totaled $48.9 million at March 31, 2001. The increase was
primarily due to the investment of proceeds from sales of securities associated with the balance sheet restructuring described above.
Securities.Securities available for sale increased $164.6 million, or 63.0%, during the nine months ended March 31, 2001, and totaled $425.7 million at March 31, 2001. The
increase was primarily the result of $156.3 million in securities acquired in the merger with FFY. In addition, $192.0 million in securities from the loan securitization transaction and $59.1 million in purchases were partially offset by the sale of
$239.1 million in mortgage-backed and related securities and $50.6 million in proceeds from maturities and principal paydowns.
Loans.Net loans increased $323.3 million, or 45.9% during the nine months ended March 31, 2001 and totaled $1,028.4 million at March 31, 2001. The increase was primarily due
to the acquisition of $492.5 million in loans in the merger with FFY and current production partially offset by the loan securitization transaction.
Deposits.  Deposits increased $429.7 million, or 73.2% during the nine months ended March 31, 2001, and totaled $1,016.4 million at March 31, 2001. The increase was primarily
attributable to $432.3 million in deposits acquired in the merger with FFY.
Repurchase Agreements. Repurchase agreements increased $14.4 million, or 19.3% during the nine months ended March 31, 2001 and totaled $89.4 million at March 31, 2001. The increase
was due to $58.9 million in repurchase agreements acquired in the merger with FFY offset by $44.5 million in maturities and repayments.
Federal Home Loan Bank Advances.Federal Home Loan Bank advances increased $36.3 million, or 15.9% during the nine months ended March 31, 2001 and totaled $264.1 million at
March 31, 2001. The increase was due to $115.9 million in advances acquired in the merger with FFY partially offset by repayment of certain advances with proceeds from securities and loan sales.
Shareholders Equity. Total shareholders equity increased $46.4 million, or 31.4% during the nine months ended March 31, 2001 and totaled $194.4 million at March 31,
2001. The increase was primarily the result of the merger with FFY, which added $68.3 million in shareholders equity, offset by treasury share repurchases.
12

Results of Operations Comparison of the Three and Nine Months Ended March 31, 2001 and 2000
General.Net income for the three months ended March 31, 2001 totaled $3.6 million, or $.24 per diluted share compared to net income of $2.0 million, or $.26 per diluted share
for the three months ended March 31, 2000. Excluding $1.6 million in pre-tax expenses related to the merger, net income for the quarter totaled $4.6 million, or $. 30 per diluted share.
The increase in net income was primarily attributable to the merger with FFY.
Net income for the nine months ended March 31, 2001 totaled $2.4 million, or $.22 per diluted share compared to net income of $6.6 million, or $.72 per diluted share for the nine months ended
March 31, 2000. The decline for the nine-month period was also attributable to $8.1 million in pre-taxmerger and restructuring charges discussed below. Net income for the nine months ended March 31, 2001, excluding merger and restructuring costs,
totaled $7.7 million, or $.72 per share.
Interest Income.   Interest income for the three months ended March 31, 2001 totaled $30.1 million compared to $14.4
million for the three months ended March 31, 2000. The $15.7 million increase in interest income was primarily due to a $12.1 million increase in income on loans caused by higher average loan volume outstanding as a result of the acquisition of
Ravenna Savings Bank in May 2000 and the FFY merger. In addition, income on securities increased $3.5 million compared to a year ago as a result of the two mergers.
Interest income for the nine months ended March 31, 2001 totaled $69.1 million compared to $41.8 million for the nine months ended March 31, 2000. The $27.3 million increase in interest income
was primarily due to a $23.4 million increase in income on loans caused by higher average loan volumes outstanding.
Interest Expense.  Interest expense for the three months ended March 31, 2001 totaled $17.3 million compared to $8.1 million for the three months ended March 31, 2000. The
$9.2 million increase in interest expense was due to a $6.7 million increase in interest expense on deposits and a $2.5 million increase in interest expense on borrowed funds. The $6.7 million increase in interest expense on deposits was primarily
due to the deposit volume acquired from Ravenna Savings Bank and FFY. The $2.5 million increase in interest expense on borrowed funds and repurchase agreements was primarily due to FHLB advances acquired from Ravenna Savings Bank and FFY and
repurchase agreements acquired from FFY.
Interest expense for the nine months ended March 31, 2001 totaled $42.9 million compared to $22.3 million for the nine months ended March 31, 2000. The $20.6 million increase in interest
expense during the nine-month period resulted from higher deposit and borrowing balances compared to the nine months ended March 31, 2000.
Provision for Loan Losses.  The provision for loan losses totaled $658,000 for the three months ended March 31, 2001 compared to $222,000 for the same period last year. The
$436,000 increase in provision expense was primarily due to the larger size of the loan portfolio as a result of the two mergers. At March 31, 2001, the allowance for loan losses to gross loans outstanding was 1.02% compared to 0.86% at June 30,
2000. The provision for loan losses reflects managements evaluation of the underlying credit risk of the loan portfolio to adequately provide for probable loan losses inherent in the loan portfolio as of the balance sheet date. The ratio of
the allowance for loan losses to non-performing loans was 71.4% at March 31, 2001 compared to 93.7% at June 30, 2000. Non-performing loans totaled $15.0 million at March 31, 2001. Of this figure, over 75% of the volume was comprised of real estate
mortgage loans, primarily one- to four-family loans which have historically had low loss rates. Future additions to the allowance for loan losses will be dependent on a number of factors including the performance of the loan portfolio, the economy,
changes in interest rates and the effect of such changes on real estate values and inflation. Management believes that the allowance for loan losses was adequate at March 31, 2001.
The provision for loan losses totaled $2.5 million for the nine months ended March 31, 2001 compared to $605,000 for the nine months ended March 31, 2000. The $1.9 million increase was due to
the higher level of charge-offs due to the acquisition of Ravenna Savings Bank and a larger loan portfolio as compared to a year ago.
Non Interest Income.  Non interest income totaled $2.4 million for the three months ended March 31, 2001 compared to income of $592,000 for the three months ended March 31,
2000. The $1.8 million increase was due to several factors. Service charges increased $402,000 to $770,000 for the quarter ended March 31, 2001 due to the increased customer base resulting from the two mergers previously discussed. Gains on the sale
of loans totaled $608,000 for the three months ended March 31, 2001 compared to $96,000 for the same period a year ago due to a larger mortgage banking operation in the current year. Security gains totaled $280,000 for the three months ended March
31, 2001 compared to a loss of $1,000 for the three months ended March 31, 2000. Other non interest
13

income increased from $129,000 at March 31, 2000 to $773,000 at March 31, 2001 due primarily to the addition of First Place Insurance and the additional income generated by the increased
customer base mentioned previously.
Non interest income totaled $545,000 for the nine months ended March 31, 2001 compared to $1.7 million for the nine months ended March 31, 2000. The $1.2 million decline was due to loan and
security sale losses incurred in the balance sheet restructuring in December of 2000 offset by additional service charge income.
Non Interest Expense.Non interest expense totaled $9.4 million for the three months ended March 31, 2001 compared to $3.7 million for the three months ended March 31, 2000.
The $5.7 million increase was primarily due to $1.6 million in charges incurred for merger related expenses with FFY and increased operating expenses associated with the acquisition of Ravenna Savings Bank and merger with FFY. The $1.6 million in
merger charges for the quarter were related to a voluntary separation incentive program, information systems conversion and marketing associated with the Companys merger with FFY.
Going forward, the Company expects that its operating expense results will be lower as a result of the merger with FFY. Management has identified $3.8 million in annual cost savings related to
the merger. Through March 31, 2001, approximately $2.1 million of the annual savings have been achieved. The remaining $1.7 million in annual cost savings, principally salaries and benefits, are expected to be achieved over the next two fiscal
quarters. Annualized cost savings achieved through the current quarter included $600,000 as a result of termination of the FFY ESOP, $800,000 in franchise taxes and $350,000 resulting from
computer system consolidation.
Non interest expense totaled $21.6 million for the nine months ended March 31, 2001 compared to $10.8 million for the nine months ended March 31, 2000. The $10.8 million increase was primarily
due to $4.0 million in expenses related to the FFY merger and increased operating expenses associated with the Ravenna Savings Bank and FFY acquisitions. Significant merger related expense in addition to those incurred in the current quarter
discussed above included $384,000 to prepay FHLB advances, $820,000 for the write-off of fixed assets and other contracts and $508,000 for employee expenses, including severance. The Company also added staff for the new commercial lending operation
during the quarter ended December 31, 2000.
Non interest expenses primarily related to information systems conversion and marketing the First Place Bank name will be incurred by the Company over the next two fiscal quarters.
Pretax costs of approximately $950,000 and $200,000 are expected to be incurred in the quarters ending June 30, 2001 and September 30, 2001, respectively.
Income Taxes.  Income tax expense totaled $1.6 million for the three months ended March 31, 2001, compared to expense of $1.0 million for the three months ended March 31,
2000. For the nine months ended March 31, 2000, income tax expense was $234,000 compared to expense of $3.2 million for the nine months ended March 31, 2000. The decrease in expense for the nine months ended March 31, 2001 is due to lower income
before tax compared to the prior year.
Market Area and Economy
The bank conducts its operations through its main office in Warren, Ohio, which is located approximately halfway between Cleveland and Pittsburgh, and through its network of 24 branch locations
in northeast Ohio. Thirteen of the offices are located in Mahoning County, eight in Trumbull County and three in Portage County. The Youngstown-Warren area (Mahoning-Trumbull Counties) makes up the 7th
largest metropolitan statistical area in the State of Ohio.
Mahoning County was once a leading steel producing area, however, this industry experienced significant declines in the total number of persons employed. Major industries in Mahoning County
include light manufacturing, transportation, health care, as well as retail and wholesale trade and services. Major industries in Trumbull and Portage Counties include manufacturing, trade and services. Major employers in Mahoning County include
Western Reserve Care System, St. Elizabeth Health Center, U.S. Postal Service, Youngstown City Schools and Youngstown State University. The largest employers in the area include General Motors Corporation in Lordstown, Ohio and Delphi Packard
Electric Systems in Warren, Ohio, both located in Trumbull County.
As the national economy has weakened over the last six months, so to has the economy in the Companys core market area. To date, the downturn in the local economy has been no more severe
than the general slowdown that much of the nation has been experiencing. CSC Steel, Inc. declared bankruptcy and shut down operations during the quarter and is not expected to reopen. This company employed 1,300 workers in the area. The other steel
producers in the area are also reporting weaker operating results due to the continued glut of steel worldwide. While still a large provider of employment in the area, the area is not as reliant on steel for jobs as it was in the 1970s.
General
14
Motors Corporation has stated that they will keep the Lordstown facility open through at least 2004. The Companys business and
operating results could be significantly affected by continued changes in general economic conditions, as well as changes in population levels, unemployment rates, strikes and layoffs.
Management
As a result of the merger with FFY, management responsibilities at the Company and Bank level have changed. The following listing provides an overview of senior management and their
backgrounds.
Steven R. Lewis  Mr. Lewis has been the President and Chief Executive Officer of First Place Financial and the Bank since 1997.
With the Bank since 1982, he served as Executive Vice President from 1995 to 1997 and as Vice President and Treasurer from 1985 to 1995.
Jeffrey L. Francis  Mr. Francis became President and Chief Operating Officer of First Place Bank and Executive Vice President of
First Place Financial in December 2000. Prior to this position, Mr. Francis had been President and Chief Executive Officer of FFY Financial Corp. and FFY Bank since March 1996. Mr. Francis was named Executive Vice President and Treasurer of FFY Financial Corp. and Executive Vice President and Chief Operating Officer of FFY Bank in October 1995, having served in various capacities since 1973.
Therese Ann Liutkus  Ms. Liutkus became Chief Financial Officer of First Place Financial Corp. in December 2000. Prior to this position, Ms. Liutkus served as Treasurer of FFY Financial
Corp. and FFY Bank since January 1996 and March 1996, respectively, as well as Chief Financial Officer of FFY Financial Corp. and FFY Bank since October 1996. Since joining FFY Bank in 1986, Ms. Liutkus has held various senior level positions in the
accounting and finance area.
David S. Hinkle  Mr. Hinkle was named Senior Vice President  Retail in December 2000. Previously, Mr. Hinkle had served as Vice President-Operations of FFY Bank since January 1996.
He began his career with FFY Bank in 1979 as a member of the data processing department.
J. Craig Carr  Mr. Carr became General Counsel and Secretary of First Place Financial in December 2000. Prior to this position, Mr. Carr had been General Counsel and Secretary of FFY
Financial Corp. and FFY Bank since January 1999. With FFY since 1973, Mr. Carr is a member of the Ohio State and Mahoning County Bar Associations.
Richard K. Smith  Mr. Smith, a certified public accountant, holds the position of Senior Vice President and Treasurer of First Place Bank. Since joining the Bank in 1990, he has held
various senior level positions in the accounting and finance area.
Dominique K. Stoeber  Ms. Stoeber is Senior Vice President  Human Resources for First Place Bank. She has been the senior human resource executive since joining the Bank in
1990.
Brian E. Hoopes  Mr. Hoopes joined the Bank in 1998 as Vice President of Banking Systems. In December 2000, he was named Senior Vice President - Technology for First Place Bank. Prior to
joining the Bank, he was employed with Michelin Tire Corporation for over 18 years in positions responsible for electronic data processing and financial operations.
Albert P. Blank  Mr. Blank joined the Bank in November 2000 as the Senior Vice President of Retail Lending, where he is responsible for coordinating retail lending activities, policies
and procedures. Prior to joining the Bank, Mr. Blank was the Head of Mortgage Banking for Republic Bank in Cleveland, Ohio.
Timothy A. Beaumont  Mr. Beaumont joined the Bank in June 2000 as Senior Vice President of Commercial Lending. Prior to joining the Bank, he was the Vice President of Commercial Lending
for Mahoning National Bank of Youngstown, where he was employed for nine years. In total, Mr. Beaumont brings to the Bank over fifteen years of experience in corporate banking.
Lending
15

Mortgage Banking
The largest component of the Banks loan origination volume in the past has been first mortgage loans secured by one- to four-family residences. The Bank originates adjustable rate
mortgage (ARM) loans or shorter-term fixed rate loans for its own portfolio. The Bank also offers 15 and 30-year fixed-rate loans which, if they qualify, are sold on the secondary market to the Federal National Mortgage Corporation (Fannie Mae). To
a lesser extent, the Bank sells adjustable-rate loans to Fannie Mae.The Bank originates one- to four-family mortgages from its network of five loan production offices spread throughout northeast Ohio. Currently the Bank has offices located in Akron, Canfield,
Warren, Medina, Newark and Mount Vernon. The Bank anticipates opening three additional offices within the year. Two of the offices will be located in the Cleveland metropolitan area with a
third located in the Dayton market. All three of these new offices are located in fast growing markets and will also allow the Bank to continue to geographically diversify its portfolio and production. Given the history of the Bank and the history
of the organizations that have been acquired, mortgage banking will continue to be a large component of the Banks operating strategy. In order for this strategy to be profitable, volume is the key component. The Bank would like to achieve
annual originations of one- to four-family mortgages of approximately $400 million. With the addition of more offices, management expects that this goal can be reached within a year. Depending upon factors such as interest rates and the level of
refinancings, however, the amount of originations ultimately sold may vary significantly.Consumer Lending
Consumer loans at March 31, 2001 amounted to $149.1 million, or 14.5% of the Banks total loans and consisted of new and used automobile loans, home equity lines of credit and secured and
unsecured personal loans. These loans are generally originated in the Banks primary market area and are usually secured by real estate, deposit accounts, personal property and automobiles. Automobiles continue to total approximately half of
the Banks consumer portfolio. The Bank originates automobile loans through an automobile dealer network, primarily composed of new car dealers located in the Banks primary market area. The typical loan term is sixty-six months.The Bank also offers variable rate home equity lines of credit based on the applicants credit worthiness and equity in the home. Generally, the credit line, when combined with the balance
of the prior mortgage liens, may not exceed 95% of the appraised value of the property at the time of the loan commitment. Home equity lines of credit are secured by a mortgage on the underlying real estate. The Bank holds the first mortgage on the
majority of the properties securing these lines of credit.
While management understands that rapidly depreciable assets such as automobiles entail greater risks than one-to four-family residential mortgage loans, these loans also offer the greatest
return using prudent underwriting guidelines. The Bank utilizes a credit scoring system to evaluate customers for credit worthiness and then uses tiered pricing to reward those with excellent credit ratings or superior loan-to-value ratios for real
estate lending. Those customers who are less credit worthy can still obtain financing but at a higher rate commensurate with their risk profile.
Management also understands that a bank that relies on mortgage banking for income must cross sell and deepen its existing relationships with its customers. When interest rates rise and
mortgage loan sales slow, management wants to have a core portfolio business that it can fall back on for earnings. As such, management would like to grow the consumer portfolio to one third of its overall loan portfolio in the next three to five
years with the auto portfolio remaining at roughly its current size.
Commercial Lending
In the past, the Bank has originated commercial loans on a very limited basis in the form of term loans and lines of credit to small- and medium-sized businesses operating in the Banks
primary market area. At March 31, 2001, the Bank had $13.3 million of commercial loans with $7.0 million of that figure represented by one loan to a local bank holding company.
It is the intention of the Bank to expand its commercial lending operations in its primary market. In the last nine months, the Bank has hired an experience commercial banking team to begin
this operation. That team is as follows:
16
Robert H. Kempe  Mr. Kempe joined the Bank in August of 2000 as Vice President of the Business Financial Services Division. Prior to joining the Bank, he was a Vice President in the
Corporate Banking Group at KeyBank, where he worked for eleven years.
Mark E. Taylor  Mr. Taylor was named a Loan Officer for the Banks Business and Financial Services Division in December
2000. Prior to joining the Bank, Mr. Taylor had been a Loan Officer with FFY Bank. Mr. Taylor joined FFY Bank in June of 1987 and has served in various sectors of the bank including mortgage lending and appraising.
Caroline M. York  Ms. York joined the Bank as Vice President of the Banks Business Financial Services Division in November 2000 and is responsible for the development and sales of
commercial deposits and treasury management services. Ms. York has over 22 years of commercial banking experience. She was previously employed by Firstar Bank (Northern Ohio Region) for 8 years as Vice President in the regional treasury management
sales division.
The Bank recognizes the inherent risks associated with commercial lending especially in a slowing economy but it feels that the banking consolidation in its primary market area has provided an
opportunity to grow this line of business. In December of 2000, the Company appointed Donald Cagigas to the Board of Directors. Mr. Cagigas was formerly president of the Mahoning Valley region for Bank One, NA and has over 34 years of experience in
the financial services industry. Mr. Cagigas adds valuable insight with regard to the startup of this division. In order to further limit the risks associated with this venture, the Bank will be setting aside loan loss allowances equal to 150 basis
points for every commercial dollar lent. In addition, compensation for the commercial lending will be tied to the credit quality of the loans underwritten.
Liquidity
In general terms, liquidity is a measurement of the Company's ability to meet its cash needs. The Companys objective in liquidity management is to maintain the ability to meet loan
commitments, purchase securities or to repay deposits and other liabilities in accordance with their terms without an adverse impact on current or future earnings. The Companys principal sources of funds are deposits, amortization and
prepayments of loans, maturities, sales and principal receipts of securities, borrowings, repurchase agreements and operations.
In the past, Federal regulations required the Bank to maintain minimum levels of liquid assets in each calendar quarter of not less than 4% of either (i) its liquidity base at the end of the
preceding quarter, or (ii) the average daily balance of its liquidity base during the preceding quarter. The quantitative regulations were removed during the quarter ended March 31, 2001 and the Bank is now required to maintain sufficient liquidity
to ensure its safe and sound operation. Thus, adequate liquidity may vary depending on the Banks overall asset/liability structure, market conditions, the activities of competitors, and the requirements of its own deposit and loan customers.
Management believes that the Banks liquidity is sufficient.
Liquidity management is both a daily and long-term responsibility of management. The Bank adjusts its investments in liquid assets based upon management's assessment of (i) expected loan
demand, (ii) expected deposit flows, (iii) yields available on interest-earning deposits and securities and (iv) the objective of its asset/liability management program. Along with its liquid assets, First Place Bank has additional sources of
liquidity available including, but not limited to, the ability to obtain deposits by offering above-market interest rates and access to advances from the Federal Home Loan Bank.
The primary investing activities of the Company are originating loans and purchasing securities. For the nine months ended March 31, 2001, growth in the Banks loan portfolio used $23.9
million in cash, while proceeds from the securities portfolio provided $230.6 million. For the nine months ended March 31, 2000, an increase in the Banks loan portfolio used $89.4 million and an increase in the securities portfolio used $7.3
million. Generally, during periods of declining interest rates, the Bank would be expected to experience increased loan prepayments, which would likely be reinvested at lower interest rates. During periods of increasing interest rates, loan
prepayments would be expected to decline, reducing funds available for investment at higher interest rates.
The primary financing activities of the Company are deposits, repurchase agreements and borrowings. For the nine months ended March 31, 2001, a decline in deposit accounts used $5.7 million,
whereas repayments of repurchase agreements and borrowed funds used $44.3 million and $81.5 million, respectively. For the nine months ended March 31, 2000, an increase in deposits provided $37.6 million, whereas an increase in repurchase agreements
and borrowed funds provided $20.6 million and $50.8 million, respectively.
17
Approximately three years ago, the Company adopted an internal policy limiting its use of borrowed money (repurchase agreements and FHLB advances) to 35% of assets. Management recognizes the
inherent value in growing a strong customer deposit base but also recognizes that prudent fiscal management dictates that the Company examine the least expensive methods of funding available
to grow its business. To that end, the Company has at times utilized both repurchase agreements and FHLB advances as a less expensive funding source than certificates of deposit. Competition for deposits continues to be very intense in the
Companys market and at times irrational. It is during these times of irrational pricing or when the Company elects to employ a leverage strategy to grow the balance sheet that it will turn to the secondary market for funding. At March 31,
2001, total borrowings to assets totaled 21.8%.
Capital Resources
Office of Thrift Supervision (OTS) regulations require savings institutions to maintain certain minimum levels of regulatory capital. An institution that fails to comply with its regulatory
capital requirements must obtain OTS approval of a capital plan and can be subject to a capital directive and certain restrictions on its operations. At March 31, 2001, the minimum capital regulations require institutions to have tangible capital to
total tangible assets of 1.5%; a minimum leverage ratio of core (Tier 1) capital to total adjusted tangible assets of 3.0%; and a minimum ratio of total capital (core capital and supplementary capital) to risk weighted assets of 8.0%, of which 4.0%
must be core capital.
Under the prompt corrective action regulations, the OTS is required to take certain supervisory actions (and may take additional discretionary actions) with respect to an undercapitalized
institution. Such actions could have a direct material effect on an institutions financial statements. The regulations establish a framework for the classification of savings institutions into five categories: well capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. Generally, an institution is considered well capitalized if it has a core (Tier 1) capital ratio of at least 5.0% (based on average total assets); a core
(Tier 1) risk-based capital ratio of at least 6.0%; and a total risk-based capital ratio of at least 10.0%.
The foregoing capital ratios are based in part on specific quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices.
Capital amounts and classifications are also subject to qualitative judgments by the OTS about capital components, risk weightings and other factors.
At March 31, 2001, the Bank met all capital adequacy requirements to which it was subject. Further, the most recent OTS notification categorized the Bank as a well-capitalized institution under
the prompt corrective action regulations. There have been no conditions or events since that notification that management believes have changed the Banks capital classification.
The Company has been significantly overcapitalized since becoming a public company in December of 1998. The Company has aggressively employed repurchases of its common stock to bring these
capital levels down to more reasonable levels. Since going public, the Company has repurchased 4.9 million shares reducing capital by $56.9 million. The Company will continue to employ share repurchases as a capital management tool as long as the
purchases are accretive to earnings. In addition to the share repurchases, the acquisition of Ravenna Savings Bank and the merger with FFY have served to further leverage the capital of the Company. Management recognizes the potential value of
mergers and acquisitions but also recognizes the potential risks associated with an acquisition strategy. While the Company will continue to evaluate any and all opportunities for further acquisitions, management wants to more fully integrate and
streamline the operations of the last two mergers before engaging in additional merger activity. Through the use of share repurchases and prudent acquisitions, the Companys goal is to reduce capital to 8-9% of assets within three years. At
March 31, 2001, the Companys capital to asset ratio was 12.0%.
Item 3.      Quantitative and Qualitative Disclosures About Market Risk
The Company has sold fixed rate mortgages and mortgage backed securities during the last nine months and has also obtained fixed rate interest rate swap contracts to help mitigate interest rate
risk. This was the only material change in information about market risk from that provided in the 2000 Annual Report to Shareholders, which was incorporated by reference into First Place Financial Corp.s 2000 Annual Report on Form
10-K.
18
 
PART II.           OTHER INFORMATION
Item 1             Legal Proceedings
The Company is involved as plaintiff or defendant in various legal actions arising in the normal course of business. While the ultimate outcome of these proceedings cannot be predicted with
certainty, it is the opinion of management, after consultation with counsel representing the Company in the proceedings, that the resolution of these proceedings should not have a material effect on the Companys results of operations.
Item 2             Changes in Securities and Use of Proceeds  None to be reported.
Item 3             Defaults Upon Senior Securities None to be reported.
Item 4             Submission of Matters to a Vote of Security Holders None to be reported.
Item 5             Other Information None to be reported.
Item 6             Exhibits and Reports on Form 8-K
a. Forms 8-K filed during the quarter:On January 8, 2001, the Company filed an 8-K announcing the acquisition of the assets of FFY Financial Corp. on December 22, 2000.On January 26, 2001, the Company filed an 8-K announcing the results of its fiscal second quarter and an increase in the quarterly dividend.On February 27, 2001, the Company filed an 8-K announcing the completion of its previously announced share repurchase program and the initiation of another 1,000,000 share common
stock repurchase program.On March 9, 2001, the Company filed an 8-K amendment to the 8-K filed January 8, 2001. The amendment provided proforma and historical financial data related to the acquisition of
the assets of FFY Financial Corp. on December 22, 2000.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:
May 15, 2001
/s/  Steven R. Lewis

/s/  Therese A. LiutkusSteven R. Lewis, President and CEO

Therese A. Liutkus, CFO19