Item 2. Properties
First Place Bank maintains the corporate headquarters at 185 E. Market Street in Warren, Ohio, a building that also contains a retail office and certain administrative and operations support offices. At June 30, 2003, 14 of the retail locations of First Place Bank were owned. The remaining 10 retail locations and 11 of the 12 loan production offices were leased.
The following table sets forth certain information with respect to the offices and other properties of First Place. The net book value of First Place’s properties and leasehold improvements were $16.0 million at June 30, 2003. Additional information contained in Note 5 “Premises and Equipment” of the 2003 Annual Report is incorporated herein by reference in response to this item.
(1) Property is subject to a land lease
Item 3.
Item 3. Legal Proceedings
From time to time, First Place is involved either as a plaintiff or defendant in various legal proceedings that arise during the normal course of business. Currently, First Place is not involved in any material legal proceedings, the outcome of which would have a material impact on the financial condition of the company.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
The information contained in the 2003 Annual Report under the caption “Market Prices and Dividends Declared” is attached hereto as part of Exhibit 13 and is herein incorporated by reference.
Item 6.
Item 6. Selected Financial Data
The information contained in the 2003 Annual Report under the caption “Selected Financial and Other Data” is attached hereto as part of Exhibit 13 and is herein incorporated by reference.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in the 2003 Annual Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is attached hereto as part of Exhibit 13 and is herein incorporated by reference.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information contained in the 2003 Annual Report under the caption “Asset/Liability Management and Market Risk” is attached hereto as part of Exhibit 13 and is herein incorporated by reference.
Item 8.
Item 8. Financial Statements and Supplementary Data
See Item 15 of this report for information concerning financial statements and schedules filed with this report.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A.
Item 9A. Controls and Procedures
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective to ensure that the financial and nonfinancial information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, including this form 10-K for the period ended June 30, 2003, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation or any significant deficiencies or material weaknesses in such internal controls requiring corrective actions. As a result, no corrective actions were taken.
PART III
Item 10, Directors and Executive Officers of the Registrant
Executive Officers of First Place and First Place Bank who are not Directors. The following table sets forth certain information regarding executive officers of First Place and First Place Bank at June 30, 2003 who are not also directors.
Name
Age at
June 30, 2003
Positions Held with First Place
and First Place Bank
Timothy A. Beaumont
Senior Vice President of First Place Bank
Albert P. Blank
Executive Vice President and Chief Operating Officer of First Place Bank
J. Craig Carr
General Counsel and Secretary of First Place and Senior Vice President of First Place Bank
David S. Hinkle
Senior Vice President of First Place Bank
Brian E. Hoopes
Senior Vice President of First Place Bank
David L. Mead
Chief Financial Officer of First Place and First Place Bank
Dominique K. Stoeber
Senior Vice President of First Place Bank
R. Bruce Wenmoth
Senior Vice President of First Place Bank
Timothy A. Beaumont, Senior Vice President of Business Financial Services, joined First Place Bank in June 2000. He was previously employed with Mahoning National Bank of Youngstown for nine years as a Vice President of Commercial Lending. He has over fifteen years of experience in corporate banking. Mr. Beaumont is a Cum Laude graduate of Hiram College with a degree in Business Administration.
Albert P. Blank was named Executive Vice President and Chief Operating Officer in July 2003. Mr. Blank joined First Place Bank in November 2000 as Senior Vice President of Retail Lending. Prior to joining First Place Bank, Mr. Blank held various positions over approximately seven years with Republic Bancorp with his last position being the President of Sales for Republic Banc Mortgage Corp. He has a Bachelor of Arts degree from Mt. Union College and a Master of Business Administration degree from Kent State University.
J. Craig Carr became General Counsel and Secretary of First Place in December 2000. Prior to this position, Mr. Carr had been General Counsel and Secretary of FFY and FFY Bank since January 1999. With FFY Bank since 1973, Mr. Carr is a member of the Ohio State and Mahoning County Bar Associations.
David S. Hinkle was named Senior Vice President of Retail Operations in December 2000. Previously, Mr. Hinkle had served as Vice President of Operations of FFY Bank since January 1996. He began his career with FFY Bank in 1979 as a member of the data processing department. Mr. Hinkle has a Bachelor of Science degree in Business Administration and a Bachelor of Arts degree in Management from Youngstown State University.
Brian E. Hoopes joined First Place Bank in August 1998 as Vice President of Banking Systems and was promoted to his current position in January, 1999. He was previously employed with Michelin Tire Corporation for 18 years in positions responsible for electronic data processing and financial operations. Mr. Hoopes has a Bachelor of Science degree from the University of Akron.
David L. Mead, a certified public accountant, joined First Place Bank in 2002 as Senior Vice President and Treasurer. In November 2002 he was named Chief Financial Officer of First Place and First Place Bank. He
previously was Chief Financial Officer of Capital Bank, N.A. in Sylvania, OH prior to its acquisition by Fifth Third Bank. Mr. Mead has a Bachelor of Arts degree in Business Administration from Otterbein College and a Master of Business Administration degree from Xavier University.
Dominique K. Stoeber became Senior Vice President of Human Resources in January 1999. She joined First Place Bank in 1990 as Personnel Manager and was named Director of Human Resources in 1992. Ms. Stoeber has a Bachelor of Science degree in Human Resource Management from Ohio State University.
R. Bruce Wenmoth joined First Place Bank in June 2003 as Senior Vice President of Retail Lending. He was previously employed with Metropolitan Savings Bank for over five years and has over twenty years experience in mortgage banking. He has a Bachelor of Science degree from Cornell University.
Directors of First Place and First Place Bank
Information concerning Directors of the Board of First Place and First Place Bank is incorporated herein by reference from the proxy statement for the 2003 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on or about September 18, 2003.
Item 11.
Item 11. Executive Compensation
Summary Compensation Table
The following table shows, for the fiscal years ended June 30, 2003, 2002 and 2001, the cash compensation paid by First Place, as well as certain other compensation paid or accrued for those years, to the chief executive officer, the next four most highly paid executive officers and a recently retired executive who received salary and bonus in excess of $100,000 during the year ended June 30, 2003.
(1)
Under Annual Compensation, the column titled “Salary” includes amounts deferred pursuant to First Place Bank’s 401(k) Plan.
(2)
There were no (a) perquisites over the lesser of $50,000 or 10% of the individual’s total salary and bonus for the last year, (b) payments of above-market preferential earnings on deferred compensation, (c) payments of earnings with respect to long-term incentive plans prior to settlement or maturation, (d) tax payment reimbursements, or (e) preferential discounts on stock.
(3)
Shares of restricted stock were granted to Mr. Lewis and Mr. Hoopes on July 2, 1999 and vest at a rate of 20% each year over five years, beginning on July 2, 2000. Shares of restricted stock were granted to Mr. Blank on April 16, 2002 and vest at a rate of 20% each year over five years, beginning on July 2, 2002. At June 30, 2003, the values of unvested shares of restricted stock granted to Mr. Lewis, Mr. Blank and Mr. Hoopes, totaling 35,940, 6,000 and 4,400 shares, respectively, were $628,950, $105,000 and $77,000, respectively. These values were calculated by multiplying the total number of unvested shares of restricted stock by the closing market price of First Place common stock on June 30, 2003.
(4)
For fiscal years 2003, 2002 and 2001, First Place Bank had no long-term incentive plans in existence. Accordingly, there were no payments or awards under any long-term incentive plan.
(5)
Other compensation includes matching contributions under First Place Bank’s 401(k) Savings Plan, allocations from First Place Bank’s ESOP and term life insurance premiums. In fiscal 2003, other compensation for Mr. Francis includes $433,180 pursuant to an arrangement in connection with his retirement effective April 1, 2003. In fiscal 2001, other compensation for Mr. Francis and Mr. Carr include the final allocation from FFY Financial Corp.’s ESOP and 401(k) Savings Plan.
(6)
Mr. Mead was hired in May 2002 and appointed Chief Financial Officer in December 2002.
(7)
Mr. Carr’s 2001 compensation includes $44,421 in salary and $9,000 in bonus paid by FFY Financial Corp. prior to the consummation of the merger of equals with First Place on December 22, 2000.
(8)
Mr. Blank was hired in November 2000 and appointed Executive Vice President and Chief Operating Officer in July 2003.
(9)
Mr. Francis retired in April 2003. Mr. Francis’ 2001 compensation includes $92,500 in salary and $20,000 in bonus paid by FFY Financial Corp. prior to the consummation of the merger of equals with First Place on December 22, 2000.
Aggregated Option Exercises and Year-End Option Value Table
The following table sets forth information concerning the number and value of stock options held by the named executive officers at June 30, 2003, measured in terms of the $17.50 closing price of First Place common stock on June 30, 2003.
(1)
The difference between the aggregate option exercise price and the fair market value of the underlying shares at June 30, 2003.
Additional information concerning executive compensation required under this item is incorporated herein by reference from the proxy statement for the 2003 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on or about September 18, 2003.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference from the proxy statement for the 2003 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on or about September 18, 2003.
Item 13.
Item 13. Certain Relationships and Related Transactions
Information concerning certain relationships and related transactions is incorporated herein by reference from the proxy statement for the 2003 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on or about September 18, 2003.
Item 14.
Item 14. Principal Accounting Fees and Procedures
Information concerning principal accounting fees and procedures is incorporated herein by reference to the “Ratification of First Place Independent Auditors” section of the proxy statement for the 2003 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on or about September 18, 2003.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) Financial Statements
The following information appearing in First Place’s Annual Report to Shareholders for the year ended June 30, 2003, is incorporated by reference in this Annual Report on Form 10-K as Exhibit 13.
Annual Report Section
Pages in
Annual Report
Selected Financial Data and Other Data
1-2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
3-18
With the exception of the aforementioned information, First Place’s Annual Report to Shareholders for the year ended June 30, 2003, is not deemed filed as part of this Annual Report on Form 10-K.
(a)
(2) Financial Statement Schedules
All financial statement schedules have been omitted as the required information is inapplicable or has been included in the Consolidated Financial Statements.
(a)
(3) Exhibits
*
Filed as exhibits to First Place’s Form S-1 registration statement filed on September 9, 1998 (File No. 333-63099) pursuant to the Securities Act of 1933, as amended. All of such previously filed documents are hereby incorporated by reference in accordance with Item 601 of Regulation S-K.
**
Filed as an exhibit to First Place’s current report on Form 8-K filed on June 1, 2000.
(b)
Reports on Form 8-K
Report on Form 8-K dated April 1, 2003 announcing the retirement of Jeffrey L. Francis as Executive Vice President and Chief Operating Officer of First Place Financial Corp. and President and Chief Operating Officer of First Place Bank.
Report on Form 8-K dated April 15, 2003 to report the results of operations for the three and nine months ended March 31, 2003 and to announce a quarterly dividend.
Report on Form 8-K dated May 9, 2003 announcing the addition of mortgage loan production offices in Cincinnati and Toledo, Ohio.
Report on Form 8-K dated June 16, 2003 announcing a presentation by the President and Chief Executive Officer Steven R. Lewis and Chief Financial Officer David L. Mead at the Northeast 2003 Super-Community Bank Conference.
Report on Form 8-K dated June 26 announcing the appointment of Albert P. Blank to Executive Vice President and Chief Operating Officer of First Place Bank and the hiring of Bruce Wenmoth as Senior Vice President of Retail Lending of First Place Bank.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By:
/s/ Steven R. Lewis
Steven R. Lewis
President, Chief Executive Officer and a Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.