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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





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FORM 10-Q





|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
|- |  | --------------------------------------------------------

| |  | SECURITIES EXCHANGE ACT OF 1934
| |  | -------------------------------




| |  | For the quarterly period ended March 31, 2002
| |  | ---------------------------------------------




| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
|- |  | ---------------------------------------------------------

| |  | SECURITIES EXCHANGE ACT OF 1934
| |  | -------------------------------




| |  | For the transition period
from    to
| |  | ------------------------------------




Commission File Number 0-25049





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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)





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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No  ̈





Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.





14,208,716 common shares as of April 30, 2002





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##### Table of Contents




TABLE OF CONTENTS





Page NumberPART I.    FINANCIAL INFORMATIONItem 1.

Financial StatementsConsolidated Statements of Financial Condition As of March 31, 2002 and June 30, 2001

3Consolidated Statements of Income For the Three and Nine Months Ended March 31, 2002 and 2001

4Condensed Consolidated Statements of Changes in Stockholders Equity For the Three and Nine Months Ended March 31, 2002 and 2001

5Condensed Consolidated Statements of Cash Flows For the Nine Months Ended March 31, 2002 and 2001

6Notes to Consolidated Financial Statements

7Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

11Item 3.

Quantitative and Qualitative Disclosures About Market Risk

16PART II.    OTHER INFORMATIONItem 1.

Legal Proceedings

17Item 2.

Changes in Securities and Use of Proceeds

17Item 3.

Defaults Upon Senior Securities

17Item 4.

Submission of Matters to a Vote of Security Holders

17Item 5.

Other Information

17Item 6.

Exhibits and Reports on Form 8-K

17SIGNATURES

17




2




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##### Table of Contents




Part I.    FINANCIAL INFORMATION





Item 1.Financial Statements





FIRST PLACE FINANCIAL CORP. AND SUBSIDIARIES





CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION





March 31, 2002


June 30, 2001(Unaudited)(Dollars in thousands, except per share data)ASSETS:Cash and cash equivalents

$
37,828


$
29,549Federal funds sold


78,704



21,521Securities available for sale


513,940



435,348Loans held for sale


22,156



14,259Loans:Total loans


927,575



1,006,343Less allowance for loan losses


(9,426
)


(9,757
)Net loans


918,149



996,586Premises and equipment, net


21,219



20,088Accrued interest receivable


9,693



9,274Intangibles


6,043



6,776Goodwill


14,725



14,420Other assets


25,850



43,430TOTAL ASSETS

$
1,648,307


$
1,591,251LIABILITIES:Deposits

$
1,095,453


$
1,018,829Securities sold under agreement to repurchase


96,244



91,064Federal Home Loan Bank advances


252,823



263,528Advances by borrowers for taxes and insurance


2,818



4,784Accrued interest payable


4,780



3,475Other liabilities


11,068



15,535TOTAL LIABILITIES


1,463,186



1,397,215STOCKHOLDERS EQUITY:Preferred stock, $.01 par value:Authorized 3,000,000 shares, none outstanding


0



0Common stock, $.01 par value:33,000,000 shares authorized 18,128,272 shares issued at March 31, 2002 and June 30, 2001


181



181Additional paid in capital


177,188



177,396Retained earnings, substantially restricted


72,162



64,505Unearned recognition and retention plan shares


(2,799
)


(3,429
)Unearned employee stock ownership plan shares


(6,974
)


(7,420
)Treasury stock, at cost, 3,840,756 shares at March 31, 2002 and 2,948,804 shares at June 30, 2001


(49,014
)


(34,040
)Accumulated other comprehensive loss


(5,623
)


(3,157
)TOTAL STOCKHOLDERS EQUITY


185,121



194,036TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
1,648,307


$
1,591,251





See accompanying notes to consolidated financial statements




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FIRST PLACE FINANCIAL CORP. AND SUBSIDIARIES





CONSOLIDATED STATEMENTS OF INCOME


(Unaudited)





Three months ended March 31,

Nine months ended March 31,2002


2001

2002


2001(Dollars in thousands, except per share date)INTEREST INCOMELoans

$
19,330


$
22,322

$
60,746


$
52,363Securities


3,371



2,859


9,058



5,137Mortgage-backed and related securities


3,034



4,909


10,977



11,601TOTAL INTEREST INCOME


25,735



30,090


80,781



69,101INTEREST EXPENSEDeposits


9,629



11,732


31,087



27,265Borrowed funds


3,943



4,256


11,979



12,430Repurchase agreements


1,259



1,317


3,876



3,241TOTAL INTEREST EXPENSE


14,831



17,305


46,942



42,936NET INTEREST INCOME


10,904



12,785


33,839



26,165PROVISION FOR LOAN LOSSES


1,010



658


2,330



2,463NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES


9,894



12,127


31,509



23,702NONINTEREST INCOMEService charges


1,160



770


3,267



1,898Security gains (losses), net


412



280


1,353



(1,121
)Gain (loss) on sale of loans


1,770



608


5,783



(1,357
)Other


361



773


1,145



1,125TOTAL NONINTEREST INCOME


3,703



2,431


11,548



545NONINTEREST EXPENSESalaries and benefits


4,496



4,262


11,776



9,497Occupancy and equipment


1,323



1,238


3,983



2,518Merger, integration and restructuring expense


0



1,563


0



3,230Franchise taxes


409



345


978



1,194Intangible amortization


248



358


736



1,002Other


2,208



1,653


6,416



4,199TOTAL NONINTEREST EXPENSE


8,684



9,419


23,889



21,640INCOME BEFORE INCOME TAX AND MINORITY INTEREST


4,913



5,139


19,168



2,607INCOME TAX AND MINORITY INTERESTProvision for income tax


1,495



1,585


6,207



234Minority interest in loss of consolidated subsidiary


(17
)


0


(17
)


0NET INCOME

$
3,435


$
3,554

$
12,978


$
2,373Basic earnings per share

$
0.25


$
0.24

$
0.94


$
0.22Diluted earnings per share

$
0.25


$
0.24

$
0.91


$
0.22








See accompanying notes to consolidated financial
statements




4




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##### Table of Contents




FIRST PLACE FINANCIAL CORP. AND SUBSIDIARIES





CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY


(Unaudited)





Three months ended March 31,


Nine months ended March 31,2002


2001


2002


2001(Dollars in thousands, except per share data)Balance at beginning of period

$
190,421


$
203,624


$
194,036


$
147,975Comprehensive income:Net income (loss)


3,435



3,554



12,978



2,373Change in unrealized gain (loss) on swaps, net of tax


1,897



(1,966
)


131



(5,630
)Change in unrealized gain (loss) on securities available for sale, net of tax


(2,821
)


2,412



(2,597
)


7,960Comprehensive income


2,511



4,000



10,512



4,703Cash dividends declared


(1,729
)


(1,950
)


(5,321
)


(2,835
)Issuance of 6,887,022 shares of common stock for merger


0



0



0



68,340Commitment to release ESOP shares


149



148



446



444Acquisition of FFY recognition and retention plan


0



0



0



(2
)Commitment to release recognition and retention plan shares


210



229



630



1,120Difference between average fair value per share and cost per share on ESOP shares committed to be released


100



26



228



57Stock options exercised


222



597



2,122



597Tax benefit related to exercise of stock options


380



0



469



0Treasury stock purchased


(7,143
)


(12,297
)


(18,001
)


(26,022
)Balance at end of period

$
185,121


$
194,377


$
185,121


$
194,377Cash dividends per share

$
0.125


$
0.125


$
0.375


$
0.225





See accompanying notes to consolidated financial statements




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FIRST PLACE FINANCIAL CORP. AND SUBSIDIARIES





CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaduited)





Nine months ended March 31,2002


2001(Dollars in thousands)Cash flows from operating activities:Net cash from operating activities

$
59,725


$
7,215Cash flows from investing activities:Securities available for saleProceeds from sales


77,720



239,124Proceeds from maturities, calls and principal paydowns


92,845



50,621Purchases


(250,669
)


(59,105
)Net change in federal funds sold


(57,183
)


(32,668
)Purchase of Federal Home Loan Bank stock


0



(1,773
)Net cash received in acquisition


0



4,431Net change in loans


38,175



(23,860
)Purchase of premises and equipment


(1,119
)


(1,262
)Investment in Coldwell Banker First Place Real Estate, Ltd.


(300
)


0Net cash from (used in) investing activities


(100,531
)


175,508Cash flows from financing activities:Net change in deposits


76,750



(5,722
)Net change in advances by borrowers for taxes and insurance


(1,966
)


(2,672
)Net change in repurchase agreements


5,557



(44,284
)Cash dividends paid


(5,321
)


(2,835
)Proceeds and tax benefit from stock options exercised


2,582



597Purchase of treasury stock


(18,001
)


(25,363
)Net change in overnight FHLB borrowings


(916
)


(1,425
)Proceeds from FHLB borrowings


0



475,593Repayment of FHLB borrowings


(9,600
)


(555,649
)Net cash from (used in) financing activities


49,085



(161,760
)Net change in cash and cash equivalents


8,279



20,963Cash and cash equivalents at beginning of year


29,549



13,421Cash and cash equivalents, end of period

$
37,828


$
34,384Supplemental cash flow information:Cash payments of interest expense

$
45,637


$
38,402Cash payments of income taxes


4,051



260Supplemental noncash disclosures:Acquisition of FFY Financial Corp. through issuance of common


0



68,341Loans securitized


7,290



192,024





See accompanying notes to consolidated financial statements




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##### Table of Contents







FIRST PLACE FINANCIAL CORP.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Summary of Significant Accounting Policies





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) 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. On December 28, 2001, First Place Holdings, Inc. purchased an additional interest in its real estate
affiliate, Coldwell Banker First Place Real Estate, Ltd. As a result, the consolidated financial statements also include the accounts of Coldwell Banker First Place Real Estate, Ltd. since that date. 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 2001 Annual
Report to Stockholders incorporated by reference into First Place Financial Corp.s 2001 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.





Treasury Share Repurchases:





Treasury shares are purchased in open market transactions and recorded at cost.





Premises and Equipment:





Premises and equipment are stated
at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the assets useful lives, as follows: land improvements5 years; buildings and improvements20 years; furniture and equipment2 to 10
years; leasehold improvements5 to 10 years.





Intangibles:





Purchased intangibles, primarily goodwill and core deposit intangibles, are recorded at cost. Goodwill is assessed regularly for impairment, with any such impairment recognized as a
reduction to earnings in the period identified. Prior to the Companys adoption of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, on July 1, 2001, goodwill was amortized over its
estimated useful life of 20 years; see Effect of Recent Accounting Standards. Core deposit intangibles are amortized over their estimated useful life of 7 to 8 years. The purchase premium or discount for the fair value adjustment of assets
acquired and liabilities assumed is amortized over the estimated life of the asset acquired or liability assumed.





Securitizations:





The Company may, from time to time, sell mortgage loans through securitization. Securitized
loans are removed from the balance sheet and net gain or loss is recorded when the net sales proceeds and residual interest differ from the loans allocated carrying amount. In some cases, the Company retains a residual interest in securitized
loans which may take the form of a servicing asset and/or a security. In these cases, the carrying amount of the assets sold is allocated between the retained interests and the assets sold based on their relative fair values at the date of transfer.
Fair value is based on market quotes or on the present value of estimated cash flows, using a discount rate considered commensurate with the risks associated with the cash flows and the dates that the Company expects to receive the cash flows. Cash
flows are estimated using the Public Securities Associations (PSA) standard prepayment model.




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##### Table of Contents



FIRST PLACE FINANCIAL CORP.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







Acquisitions


(Dollars in thousands)





On December 22, 2000,
the Company completed the merger of equals transaction with FFY Financial Corp. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at that date.





At December 22, 2000Cash and cash equivalents

$
4,431Securities available for sale


156,278Loans held for sale


21,544Net loans


470,986Premises and equipment, net


9,814Core deposit intangibles


4,388Goodwill


2,145Other assets


12,178Total assets acquired


681,764Deposits


432,294Securities sold under agreement to repurchase


58,856Federal Home Loan Bank advances


115,910Other liabilities


6,364Total liabilities assumed


613,424Net assets acquired

$
68,340





On May 12, 2000, the Company acquired The Ravenna Savings Bank. The following
table summarizes the estimated fair values of the assets acquired and liabilities assumed at that date.





At May 12, 2000Securities available for sale

$
33,507Net loans


150,497Premises and equipment, net


4,024Core deposit intangibles


2,972Goodwill


13,199Other assets


9,770Total assets acquired


213,969Deposits


121,294Federal Home Loan Bank advances


66,174Other liabilities


2,610Total liabilities assumed


190,078Net assets acquired

$
23,891




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##### Table of Contents



FIRST PLACE FINANCIAL CORP.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)




Acquired Intangible Assets


(Dollars in thousands)


As of March 31, 2002Gross Carrying Amount

Accumulated AmortizationAmortized intangible assets:Core deposit intangibles

$
7,360

$
1,325Other


20


12Total

$
7,380

$
1,337





Three months ended March 31, 2002

Nine months ended March 31, 2002Aggregate amortization expense

$
244

$
732Estimated amortization expense:Remainder of fiscal year ending June 30, 2002

$
245For the year ending June 30, 2003


976June 30, 2004


970June 30, 2005


970June 30, 2006


970June 30, 2007


970





Goodwill





(Dollars in thousands)





The change in the
carrying amount of goodwill for the nine months ended March 31, 2002 is as follows:





Balance as of June 30, 2001

$14,420Goodwill acquired during the period


305Balance as of March 31, 2002

$
14,725





On December 28, 2001, First Place Holdings, Inc., a wholly owned subsidiary of
the Company, purchased an additional 1/3 interest in Coldwell Banker First Place Real Estate, Ltd. for $300,000.




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##### Table of Contents



FIRST PLACE FINANCIAL CORP.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







Earnings per Share


(Dollars in thousands, except per share data)





The computation of basic and diluted earnings per share is shown in the following table.





Three months endedMarch 31,


Nine months endedMarch 31,2002


2001


2002


2001Basic earnings per share computation:NumeratorNet income

$
3,435


$
3,554


$
12,978


$
2,373DenominatorWeighted average common shares outstanding


14,456,061



15,971,913



14,831,091



12,009,462Less: Average unearned ESOP shares


(707,142
)


(766,512
)


(722,175
)


(781,337
)Less: Average unearned RRP shares


(221,603
)


(286,981
)


(237,560
)


(317,598
)Average shares


13,527,316



14,918,420



13,871,356



10,910,527Basic earnings per share

$
0.25


$
0.24


$
0.94


$
0.22Diluted earnings per share computation:NumeratorNet income

$
3,435


$
3,554


$
12,978


$
2,373DenominatorWeighted average common shares outstanding for basic earnings per share


13,527,316



14,918,420



13,871,356



10,910,527Dilutive effect of stock options


392,879



201,369



356,351



71,630Dilutive effect of RRP shares


19,247



0



13,827



0Weighted average common shares and common stock equivalents


13,939,442



15,119,789



14,241,534



10,982,157Diluted earnings per share

$
0.25


$
0.24


$
0.91


$
0.22





Stock options for 21,381 and 1,510,075 shares of common stock were not considered
in computing diluted earnings per share for the quarters ended March 31, 2002 and 2001, respectively, because they were antidilutive. Stock options for 21,381 and 1,072,143 shares of common stock were not considered in computing diluted earnings per
share for the nine months ended March 31, 2002 and 2001, respectively, because they were antidulutive.





Reclassifications





Certain amounts in the prior period consolidated financial statements have been reclassified to conform with the current
periods presentation.





Effect of Recent Accounting Standards





In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 141, Business Combinations. SFAS No. 141 requires all business combinations
within its scope to be accounted for using the purchase method, rather than the pooling-of-interests method. The provisions of this Statement apply to all business combinations initiated after June 30, 2001. The adoption of this statement will only
impact the Companys financial statements if it enters into a business combination.





Also in June
2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets, which addresses the accounting for such assets arising from prior and future business combinations. Upon the adoption of this Statement, goodwill arising from
business combinations is no longer amortized, but rather is assessed regularly for impairment, with any such impairment recognized as a reduction to earnings in the period identified. Other identified intangible assets, such as core deposit
intangible assets, continue to be amortized over their estimated useful lives. The Company adopted this statement on July 1, 2001, and it has resulted in an elimination of amortization expense that otherwise would have been recorded of $192,000 and
$576,000 for the three and nine months ended March 31, 2002. Net income and earnings per share for the three and nine months ended March 31, 2002 and 2001, excluding amortization of goodwill is as follows:




10




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##### Table of Contents



FIRST PLACE FINANCIAL CORP.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







For the three months ended March 31,

For the nine months ended March 31,2002

2001

2002

2001(Dollars in thousands, except per share data)Reported net income

$
3,435

$
3,554

$
12,978

$
2,373Add back: Goodwill amortization





125





339Adjusted net income

$
3,435

$
3,679

$
12,978

$
2,712Basic earnings per share:Reported net income

$
0.25

$
0.24

$
0.94

$
0.22Goodwill amortization





0.01





0.03Adjusted net income

$
0.25

$
0.25

$
0.94

$
0.25Diluted earnings per share:Reported net income

$
0.25

$
0.24

$
0.91

$
0.22Goodwill amortization





0.01





0.03Adjusted net income

$
0.25

$
0.25

$
0.91

$
0.25





Item 2.Managements Discussion and Analysis of Financial Condition And Results of Operations





The following analysis discusses changes in the Companys financial condition and results of operations at and for the three and nine months ended March 31, 2002.





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 stockholder 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 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 advise readers 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.    Assets totaled $1,648.3 million at March 31, 2002, an increase of $57.1 million, or 3.6% from $1,591.3 million at June 30, 2001. The increase in assets was primarily due to growth in securities
available for sale and short-term cash investments (cash and cash equivalents and federal funds sold) funded by growth in deposits. Liabilities totaled $1,463.2 million at March 31, 2002, an increase of $66.0 million, or 4.7% from $1,397.2 million
at June 30, 2001 primarily due to deposit growth. The discussion below provides greater detail regarding significant changes in balance sheet items.





Federal Funds Sold.    Federal funds sold totaled $78.7 million at March 31, 2002, an increase of $57.2 million from $21.5 million at June 30, 2001 primarily due to
cash provided by $76.6 million growth in deposits. These funds are available for general corporate purposes and will be invested in accordance with the Companys investment policies and asset/liability management objectives. The Company invests
in Federal funds sold generally on a short term basis while examining alternative investments that are consistent with the Companys investment policies and asset/liability management objectives. These alternative investments generally have a
higher yield and require a commitment to a longer term.




11




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##### Table of Contents




FIRST PLACE FINANCIAL CORP.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Securities.    Securities available for sale increased by $78.6 million, or 18.1% during the period ended March 31, 2002 and totaled $513.9 million compared to $435.3 million at June 30, 2001. The increase was
primarily due to increased investments in treasury and agency securities and mutual funds, partially offset by principal repayments on mortgage backed securities.





Loans Held for Sale.    Loans held for sale totaled $22.2 million at March 31, 2002, an increase of $7.9 million from $14.3 million at June 30, 2001 primarily
due to increased long-term fixed-rate mortgage production resulting from the historically low market interest rate environment that existed during much of the period. As part of its interest rate risk management strategy, the Company generally
originates long-term fixed-rate mortgage loans for sale instead of holding them in its portfolio.





Loans.    Net loans receivable totaled $918.2 million at March 31, 2002, a decline of $78.4 million, or 7.9% from $996.6 million at June 30, 2001. Mortgage loans totaled $627.2 million at March 31, 2002, a decline
of $63.6 million, or 9.2% from $690.8 million at June 30, 2001 due to refinancing activity in the low market interest rate environment that existed during the period and the Companys continued strategy to originate long-term fixed-rate
mortgage loans for sale instead of holding them in its portfolio. Real estate construction loans totaled $51.9 million at March 31, 2002, an increase of $2.6 million, or 5.3% from $49.3 million at June 30, 2001 due to increased demand for these
loans during the low market interest rate environment. Commercial loans totaled $88.4 million at March 31, 2002, down $3.2 million, or 3.5% from $91.6 million at June 30, 2001 due to principal repayments. Consumer loans totaled $161.9 million at
March 31, 2002, a decline of $15.7 million, or 8.8% from $177.6 million at June 30, 2001 due to a decline in auto loan balances. The Companys auto loan originations were negatively impacted by the 0% financing incentives and cash-back rebates
offered by the auto industry during the nine-month period ended March 31, 2002.





Deposits.    Deposits increased $76.6 million or 7.5% and totaled $1,095.5 million at March 31, 2002 compared to $1,018.8 million at June 30, 2001. Growth in money market accounts of $70.9 million and checking
accounts of $9.9 million accounted for the majority of the increase due to the competitive pricing of these products within our market. Due to the strong liquidity position of the Company and low yields available on investments, the Company
currently anticipates becoming more conservative in the future with the pricing of these products relative to the market competition and that strategy may result in a slower rate of growth.





Repurchase Agreements.    Repurchase agreements increased $5.1 million, or 5.6% and totaled $96.2 million at March 31, 2002 compared to $91.1 million at June
30, 2001. The increase was due to growth in commercial treasury management accounts.





Federal Home Loan Bank
Advances.    Federal Home Loan Bank advances declined $10.7 million or 4.1% and totaled $252.8 million at March 31, 2002 compared to $263.5 million at June 30, 2001 due to maturities and regular principal payments on
advances.





Stockholders Equity.    Total stockholders equity decreased $8.9 million, or
4.6% and totaled $185.1 million at March 31, 2002 compared to $194.0 million at June 30, 2001. The decrease was principally due to $18.0 million in stock repurchases and dividends of $5.3 million paid to stockholders. Management utilizes stock
repurchases as a component of its strategy to reduce/invest excess capital after consideration of market and economic factors, the effect on stockholder dilution, adequacy of capital, effect on liquidity and an assessment of alternative investment
returns. The Companys shares are also acquired for reissuance in connection with the stock option plan. The decline in equity caused by stock repurchases and dividends was partially offset by $13.0 million in net income and $2.1 million in
stock options exercised during the nine-month period ended March 31, 2002. At March 31, 2002, the ratio of equity to total assets was 11.23% compared to 12.19% at June 30, 2001.





Results of Operations





Comparison of the Three and Nine Months Ended March 31, 2002
and 2001





General.    Net income for the quarter ended March 31, 2002 totaled $3.4 million, or
$.25 per diluted share compared to net income of $3.6 million, or $.24 per diluted share for the quarter ended March 31, 2001. The prior year quarter included $1.6 million in pre-tax merger costs primarily related to a voluntary separation incentive
program, information systems conversion and marketing associated with the Companys merger with FFY Financial Corp., which was completed in December 2000. Net income for the quarter ended March 31, 2001, excluding merger costs, totaled $4.6
million, or $.30 per diluted share.





Net income for the nine months ended March 31, 2002 totaled $13.0 million, or $.91 per
diluted share compared to net income of $2.4 million, or $.22 per diluted share for the nine months ended March 31, 2001. The prior year period included pre-tax merger and restructuring charges related to the merger with FFY of $8.1 million. Net
income for the nine-month period ended March 31, 2001, excluding merger and restructuring costs, totaled $7.7 million, or $.70 per diluted share. See Noninterest Income and Noninterest Expense for a description of merger and
restructuring charges.





Interest Income.    Interest income for the three
months ended March 31, 2002 totaled $25.7 million, a decrease of $4.4 million from $30.1 million for the prior year quarter ended March 31, 2001. Interest income on loans totaled $19.3 million for the quarter ended March 31, 2002, compared to $22.3
million for the prior year quarter ended March 31, 2001, a decrease of $3.0 million. The decrease in interest income on loans was due to a 78 basis point decline in average yield, from 8.53% during the




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quarter ended March 31, 2002, and a $49.1 million decline in average balances, from $1,046.5 million during the quarter
ended March 31, 2001 to $997.4 million during the quarter ended March 31, 2002, as the Company continued its strategy to sell fixed-rate loan production rather than retain the loans in its portfolio. Interest income on securities totaled $6.4
million for the quarter ended March 31, 2002 compared to $7.8 million for the prior year quarter ended March 31, 2001, a decrease of $1.4 million. The decline in interest income on securities was due to a 256 basis point decline in average yield on
the portfolio from 7.36% during the quarter ended March 31, 2001 to 4.80% during the quarter ended March 31, 2002 reflecting the lower market interest rate environment during the current year and the Companys strategy to increase liquidity and
reduce interest rate risk during this period of low interest rates. The decline in yield was partially offset by a $94.1 million increase in average balances, principally short-term securities and overnight investments, from $460.7 million during
the quarter ended March 31, 2001 to $554.8 million during the quarter ended March 31, 2002. The Company anticipates that the results of the Companys strategy of selling fixed-rate mortgages, increasing liquidity and reducing interest rate risk
has put it in a favorable position to take advantage of the steepening yield curve and to enhance future earnings if interest rates should increase, although current earnings were negatively impacted by the decline in interest income.





Interest income for the nine months ended March 31, 2002 totaled $80.8 million, an increase of $11.7 million from $69.1 million for the nine
months ended March 31, 2001. Interest income on loans totaled $60.7 million for the nine months ended March 31, 2002 compared to $52.4 million for the nine months ended March 31, 2001, an increase of $8.3 million. The increase in interest income on
loans was due to a $158.9 million increase in average balances, from $850.3 million for the nine months ended March 31, 2001 to $1,009.2 million for the nine months ended March 31, 2002, primarily due to loans acquired in the merger with FFY offset
by loan repayments and sale of fixed-rate loan production in the current year period, as discussed above. The increase in income from higher average balances was partially offset by an 18 basis point decline in average yield, from 8.21% during the
nine months ended March 31, 2001 to 8.03% during the nine months ended March 31, 2002. Interest income on securities increased $3.3 million and totaled $20.0 million for the nine months ended March 31, 2002 compared to $16.7 million for the same
period from the prior year. The increase in interest income on securities was primarily due to a $177.1 million increase in average balances, from $333.7 million for the nine months ended March 31, 2001 to $510.8 million for the nine months ended
March 31, 2002, due to securities acquired in the merger with FFY and the Companys strategy to increase liquidity in the current year period, as discussed above.





Interest Expense.    Interest expense decreased $2.5 million and totaled $14.8 million for the quarter ended March 31, 2002 compared to $17.3 million for the
prior year quarter ended March 31, 2001. The decrease in interest expense was due primarily to a $2.1 million decrease in interest expense on deposits, which totaled $9.6 million for the quarter ended March 31, 2002 compared to $11.7 million for the
prior year quarter. The decrease in interest expense on deposits was primarily due to a 107 basis point decline in average cost of deposits from 4.72% during the quarter ended March 31, 2001 to 3.65% during the quarter ended March 31, 2002
reflecting the lower market interest rate environment during the current year. The decline in cost was partially offset by a $60.1 million increase in average balances from $993.7 million during the quarter ended March 31, 2001 to $1,053.8 million
during the quarter ended March 31, 2002.





Interest expense for the nine months ended March 31, 2002 was $46.9 million, an
increase of $4.0 million from $42.9 million for the prior year nine-month period ended March 31, 2001. Interest expense on deposits increased by $3.8 million from $27.3 million for the nine months ended March 31, 2001 to $31.1 million for the nine
months ended March 31, 2002. The increase in interest expense on deposits was primarily due to a $311.1 million increase in average balances, from $724.3 million during the nine months ended March 31, 2001 to $1,035.4 million during the nine months
ended March 31, 2002, resulting from deposits acquired in the merger with FFY and current year deposit growth. The increase in expense from higher average balances was partially offset by a 102 basis point decline in the average cost of deposits
from 5.02% for the nine months ended March 31, 2001 to 4.00% for the nine months ended March 31, 2002.





Net Interest
Income.    Net interest income for the quarter ended March 31, 2002 totaled $10.9 million, a decrease of $1.9 million, or 14.8% from $12.8 million for the quarter ended March 31, 2001. The Companys net interest margin
declined 71 basis points, from 3.59% for the quarter ended March 31, 2001 to 2.88% for the quarter ended March 31, 2002. The decline in net interest income was primarily due to the Companys interest rate swap position. The interest rate swaps,
which have a notional value of $140 million, were designated as cash flow hedges of certain floating rate FHLB advances. The swap position provided that the company pay a 6.50% fixed rate of interest and receive a variable rate. Interest expense
related to the swaps for the quarter ended March 31, 2002 totaled $1.6 million, an increase of $1.4 million from $200,000 for the quarter ended March 31, 2001. The increase in expense associated with the swaps represented 84% of the decline in net
interest income for the quarter ended March 31, 2002. At March 31, 2002, the after-tax loss included in stockholders equity associated with the swaps totaled $5.1 million.





Net interest income for the nine months ended March 31, 2002 totaled $33.8 million versus $26.2 million for the nine months ended March 31, 2001, an increase of $7.6 million. The
increase in net interest income was due primarily to higher average balances resulting from the merger with FFY, which was completed on December 22, 2000. Partially offsetting the favorable impact of the higher average balances was an increase in
the net interest expense of the Companys interest rate swaps. These




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interest rate swaps, as discussed above, had a net interest expense of $4.0 million for the nine months ended March 31, 2002 versus $90,000 for the nine months
ended March 31, 2001. These interest rate swaps were entered into primarily during the six month period ended December 31, 2000, thus the net interest expense of these swaps for the nine month period ended March 31, 2001 was less than the current
period.





Provision for Loan Losses.    The provision for loan losses totaled $1.0 million for the
quarter ended March 31, 2002 compared to $0.7 million for the quarter ended March 31, 2001, an increase of $0.3 million. The provision for loan losses reflects managements evaluation of the underlying credit risk of the Banks loan
portfolio to adequately provide for probable loan losses inherent in the portfolio as of the balance sheet date. At March 31, 2002, the allowance for loan losses totaled 1.02% of gross loans outstanding compared to .97% at June 30, 2001. In December
2001, the Company charged off $1.5 million in delinquent and nonperforming loans and subsequently sold $11.1 million in delinquent 1-4 family mortgage loans, including $4.4 million in nonperforming loans. The sale of these loans provided the Company
with the opportunity to deploy the proceeds into stronger performing assets and focus existing staff resources to more effectively manage the remaining loan portfolio. Nonperforming loans totaled $12.2 million at March 31, 2002, a decrease of $2.2
million from $14.4 million at June 30, 2001. At March 31, 2002, nonaccrual loans totaled $12.2 million and there were no restructured loans or loans past due greater than 90 days still accruing. At June 30, 2001, nonperforming loans included $14.1
million in nonaccrual loans and $295,000 of restructured loans. There were no loans past due greater than 90 days still accruing at June 30, 2001. The ratio of allowance for loan losses to nonperforming loans totaled 77.0% at March 31, 2002 compared
to 67.6% at June 30, 2001.





Management analyzes the adequacy of the allowance for loan losses regularly through reviews of the
performance of the loan portfolio considering economic conditions, changes in interest rates and the effect of such changes on real estate values and changes in the composition of the loan portfolio. The allowance for loan losses is a material
estimate that is particularly susceptible to significant changes in the near term and is established through a provision for loan losses based on managements evaluation of the risk inherent in its loan portfolio and the general economy. Such
evaluation, which includes a review of all loans for which full collectibility may not be reasonably assured, considers among other matters, the estimated fair value of the underlying collateral, economic conditions, historical loan loss experience
and other factors that warrant recognition in providing for an adequate loan loss allowance. Costs to carry real estate owned are considered in estimating the amount and timing of cash flows and in assessing the fair value of the underlying
collateral on impaired loans. The Company reflects actual costs to carry real estate owned as period costs in operations when incurred. Future additions to the allowance for loan losses will be dependent on these factors. Management believes that
the allowance for loan losses is adequate at March 31, 2002.





Noninterest Income.    Noninterest
income totaled $3.7 million for the quarter ended March 31, 2002, an increase of $1.3 million from $2.4 million for the prior year quarter ended March 31, 2001. Gains from the sale of loans totaled $1.8 million for the quarter ended March 31, 2002,
an increase of $1.2 million over the $0.6 million for the prior year quarter ended March 31, 2001. As a component of its strategy to reduce interest rate risk, the Company originates long-term fixed rate loans for sale instead of portfolio. Mortgage
loans closed during the quarter ended March 31, 2002 totaled $138.0 million, an increase of $85.8 million, or 164% from $52.2 million during the prior year quarter ended March 31, 2001. Contributing to the increase in loan originations were the 3
new loan production offices opened in the Cleveland and Dayton markets in June 2001 and refinancing activity associated with the historically low market interest rate environment that existed during the quarter.





Service charge income was $1.2 million for the quarter ended March 31, 2002, an increase of $390,000 from $770,000 for the prior year quarter due to
growth in the number of customer deposit accounts and increases in service charge rates. Other income was $361,000 for the quarter ended March 31, 2002, a decrease of $412,000 from $773,000 for the prior year quarter ended March 31, 2001 primarily
due to a reduction of mortgage servicing income attributable to higher amortization expense of the mortgage servicing asset.





Noninterest income totaled $11.5 million for the nine months ended March 31, 2002, an increase of $11.0 million over $0.5 million for the prior nine months ended March 31, 2001. The prior year included the effect of balance sheet
restructuring transactions following the FFY merger. In December 2000, the Company restructured its balance sheet to provide additional liquidity and to reduce the interest rate risk directly resulting from the merger with FFY. The Company
securitized $192.0 million in primarily 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. The transactions resulted in a pre-tax loss of $4.1 million.





Gains on sale of loans totaled $5.8 million for the nine months ended March 31, 2002, an increase of $7.2 million from a loss
on sale of loans of $1.4 million for the nine months ended March 31, 2001. The restructuring transactions described above contributed a loss of $2.7 million on sale of loans to the nine months ended March 31, 2001. The opening of 3 new loan
production offices as described above, the effect on loan origination volume of the historically low market interest rate environment, and the increased volume due to the FFY merger were the other reasons for the increase from the prior period.
Mortgage loan origination volume for the nine months ended March 31, 2002 was $488.0 million, an increase of 189% or $319.2 million over the $168.8 million for the prior year quarter ended March 31, 2001.




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Gains on sale of securities totaled $1.4 million for the nine months ended March 31, 2002, an increase of $2.5 million from a loss of $1.1 million for the nine
months ended March 31, 2001. The current year period gains on sale of securities included $926,000 gains on the sale of $51.1 million in long-term fixed-rate securities sold to reduce the overall duration of the securities portfolio and improve the
Companys interest rate risk profile. A loss on sale of securities of $1.4 million in the prior year period was primarily due to the effect of the restructuring transactions described above.





Service charge income totaled $3.3 million for the nine months ended March 31, 2002, compared to $1.9 million for the nine months ended March 31, 2001, an increase of $1.4 million
due to a larger customer base as a result of the FFY merger.





Noninterest Expense.    Noninterest
expense totaled $8.7 million for the quarter ended March 31, 2002, a decrease of $735,000 from $9.4 million for the prior year quarter ended March 31, 2001, which included $1.6 million in merger and integration costs associated with the FFY merger.
Merger and integration costs included $1.4 million in costs related to a voluntary separation incentive program designed to reduce staffing levels as a result of the merger with FFY. Excluding the merger and integration costs, noninterest expense
for the quarter ended March 31, 2002 would have increased $800,000 over the prior quarter. Contributing to this increase versus the prior period was an increase in other operating expenses of $555,000 and salaries and benefits of $234,000. Other
operating expenses includes costs associated with the Companys 3 new loan production offices that opened in June 2001, and other expenses such as postage, supplies, legal and professional fees, communication, etc.





Noninterest expense for the nine months ended March 31, 2002 totaled $23.9 million, an increase of $2.3 million from $21.6 million for the nine months
ended March 31, 2001, which included $3.2 million in merger, integration and restructuring costs associated with the FFY merger. In additions to the merger and integration costs described above, additional merger, integration and restructuring costs
for the period ended March 31, 2001 included $221,000 in severance expense associated with integrating back office operations and elimination of duplicate positions as a result of the merger with FFY. At December 31, 2000, 25 employees had been
identified which were to be terminated in accordance with the severance program. The aggregate salary and benefits of these individuals totaled approximately $900,000. Merger, integration and restructuring costs also included $821,000 related to the
elimination of duplicate computer systems and $625,000 in additional one-time costs related to the FFY merger. For the nine-month period ended March 31, 2002, salaries and benefits increased $2.3 million, occupancy and equipment expenses increased
$1.5 million, and all other expenses, principally operational expenses such as phone, postage, security, supplies, etc., increased $1.7 million from the prior year nine-month period ended March 31, 2001, primarily due to the increase in the size of
the organization resulting from the FFY merger.





Income Taxes.    Income tax expense totaled $1.5
million for the quarter ended March 31, 2002, a decrease of $100,000 compared to income tax expense of $1.6 million for the prior year quarter ended March 31, 2001. The decrease was due to lower net income in the current quarter compared to the
prior year quarter.





For the nine-month period ended March 31, 2002 income tax expense was $6.2 million, an increase of $6.0
million over the income tax expense for the nine-month period ended March 31, 2001 of $234,000. As mentioned above, the prior year nine-month period ended March 31, 2001 included $8.1 million in pretax merger, integration, and restructuring costs
which significantly reduced net income, and therefore, income tax expense for the period.





Liquidity and Cash Flows





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.





The Bank is required by regulation 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.





Since the FFY merger and particularly during the current fiscal year, the Company strategy has been to increase liquidity and reduce interest rate risk. In a balance sheet restructuring
in December 2000 related to the merger transaction with FFY, the Company securitized $192.0 million in primarily fixed-rate 1-4 family mortgage loans and sold $149.4 million of these and




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$50.1 million other securities to provide additional liquidity and lower its interest rate risk profile. Since that time, the Company has continued its strategy
to reduce interest rate risk and expects that this strategy will reduce the Companys exposure to rising rates. During the historically low market interest rate and high refinancing environment that existed during much of the current fiscal
year to date, the Company sold long-term fixed-rate mortgage loan production rather than retain the loans in its portfolio. Primarily as a result of this strategy, net portfolio loan balances declined $78.4 million during the nine months ended March
31, 2002. The liquidity generated by the decline in loan balances was invested in short-term securities and overnight investments at lower yields than were earned in the loan portfolio, causing margins to decline. In addition, the Company has
pursued an aggressive duration reduction strategy within its investment portfolio bringing the Companys liquidity position to all-time highs. The Company believes its current high level of liquidity and low interest rate risk position put it
in a favorable position to take advantage of the steepening yield curve and to enhance future earnings if interest rates should increase, although current earnings were negatively impacted by the margin compression.





The primary investing activities of the Company are originating loans and purchasing securities. For the nine months ended March 31, 2002, the
Banks loan portfolio provided $38.2 million in cash due to repayments, while proceeds from the securities portfolio provided $170.6 million. For the nine-month period ended March 31, 2001, the growth in the loan portfolio used $23.9 million
and the securities portfolio provided $289.7 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. During the nine-month period ended March 31, 2002, the Bank invested $250.7 million in securities
due to a net surplus of funds that became available during the period. The investments were primarily short-term securities and overnight investments in line with the Companys strategy of increasing liquidity.





The primary financing activities of the Company are deposits, repurchase agreements and borrowings. For the nine months ended March 31, 2002, growth in
deposit accounts provided $76.8 million, repurchase agreements provided $5.6 million and repayment of borrowings used $10.5 million. The Company also utilized funds of $5.3 million and $18.0 million to pay dividends to stockholders and to buyback
common stock in open market transactions, respectively. For the nine-month period ended March 31, 2001, deposit account balances used $5.7 million, repurchase agreement repayments used $44.3 million and net repayments of borrowings used $81.5
million.





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, 2002, 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, 2002, 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.





Item
3.Quantitative and Qualitative Disclosures About Market Risk





The
Company began a program in October 2001 to reduce the interest rate risk associated with the interest rate commitment made to borrowers for mortgage loans that have not yet been closed and potentially made eligible for sale to secondary markets. The
Company will, from time to time depending on market interest rates and loan volume, enter into interest rate hedging contracts to limit the exposure to potential movements in market interest rates. These interest rate hedging contracts are limited
to $50 million. At March 31, 2002, interest rate hedging contracts outstanding totaled $28.5 million. This was the only material




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change in information about market risk from that provided in the 2001 Annual Report to Stockholders, which was incorporated by reference into First Place
Financial Corp.s 2001 Annual Report on Form 10-K.





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None to be reported.





a.  Forms 8-K filed
during the quarter:





On March 6, 2002 the Company filed Form 8-K/A amending previous Current Report 8-K dated
December 22, 2000, which was filed on January 8, 2001 and Form 8-K/A dated December 22, 2000, which was filed on March 9, 2001 to include financial statements and pro forma financial information pursuant to First Place Financial Corps
acquisition of FFY Financial Corp., which became effective as of the close of business 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./s/    STEVEN R. LEWISSteven R. Lewis, President and CEO/s/    THERESE ANN LIUTKUSTherese Ann Liutkus, CFO





Date:    May 15, 2002







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