| FIRST PLACE FINANCIAL CORP /DE/ Item 1A Risk Factors The Company’s business is subject to interest rate risk and variations in market interest rates may negatively affect its financial performance The Company is unable to accurately predict future market interest rates, which are affected by many factors, including: inflation; recession; changes in employment levels; changes in the money supply; and domestic and international disorder and instability in domestic and foreign financial markets |
| Changes in the interest rate environment may reduce the Company’s profits |
| The Company expects that it will continue to realize income from the differential or “spread” between the interest earned on loans, securities and other interest-earning assets, and interest paid on deposits, borrowings and other interest-bearing liabilities |
| Net interest spreads are affected by the difference between the maturities and repricing characteristics of interest-earning assets and interest-bearing liabilities |
| In addition, residential mortgage loan volumes are affected by market interest rates on loans; rising interest rates generally are associated with a lower volume of loan originations while falling interest rates are usually associated with higher loan originations |
| Conversely, in rising interest rate environments, loan repayment rates will decline, and in falling interest rate environments, loan repayment rates will increase |
| In addition, an increase in the general level of interest rates may adversely affect the ability of some borrowers to pay the interest on and principal of their obligations, especially borrowers with loans that have adjustable rates of interest |
| Changes in interest rates also significantly impact the valuation of the Company’s mortgage servicing rights and loans held for sale |
| As interest rates decline and mortgage loans prepay faster, mortgage servicing rights will generally decline in value |
| At June 30, 2006, the Company had servicing rights of dlra16dtta2 million, which is net of an impairment allowance of dlra0dtta1 million |
| Changes in mortgage prepayments, interest rates and other factors can cause the value of this asset to decrease rapidly over a short period of time |
| Changes in interest rates, prepayment speeds and other factors may also cause the value of the Company’s loans held for sale to change |
| At June 30, 2006, the Company had dlra154dtta8 million of loans classified as held for sale |
| When interest rates rise, the cost of borrowing increases |
| Accordingly, changes in levels of market interest rates could materially and adversely affect the Company’s net interest spread, loan volume, asset quality, levels of prepayments, value of mortgage servicing rights, loans held for sale and cash flows as well as the market value of its securities portfolio and overall profitability |
| 26 ______________________________________________________________________ The Company’s allowance for loan losses may not be adequate to cover actual losses The Company maintains an allowance for loan losses to provide for loan defaults and non-performance |
| The Company’s allowance for loan losses may not be adequate to cover actual loan losses, and future provisions for loan losses could materially and adversely affect the Company’s operating results |
| The Company’s allowance for loan losses is based on its historical loss experience, as well as an evaluation of the risks associated with its loans held for investment |
| The amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates, that may be beyond the Company’s control, and these losses may exceed current estimates |
| Federal regulatory agencies, as an integral part of their examination process, review the Company’s loans and allowance for loan losses |
| While the Company believes that its allowance for loan losses is adequate to cover current losses, the Company cannot provide assurance that the Company will not need to increase its allowance for loan losses or that regulators will not require it to increase this allowance |
| Either of these occurrences could materially and adversely affect the Company’s earnings and profitability |
| The Company seeks to mitigate the risks inherent in its loan portfolio by adhering to specific underwriting practices |
| These practices include analysis of a borrower’s prior credit history, financial statements, tax returns and cash flow projections, valuation of collateral based on reports of independent appraisers and verification of liquid assets |
| Although the Company believes that its underwriting criteria are appropriate for the various kinds of loans it makes, the Company may incur losses on loans that meet its underwriting criteria, and these losses may exceed the amounts set aside as reserves in its allowance for loan losses |
| Changes in economic conditions, particularly an economic slowdown in Ohio and Michigan, could hurt the Company’s business The Company’s business is directly affected by political and market conditions, broad trends in industry and finance, legislative and regulatory changes, changes in governmental monetary and fiscal policies and inflation, all of which are beyond its control |
| A deterioration in economic conditions, in particular an economic slowdown within Ohio and Michigan, could result in the following consequences, any of which could hurt the Company’s business materially: loan delinquencies may increase; problem assets and foreclosures may increase; demand for the Company’s products and services may decline; and collateral for loans made by the Company, especially real estate, may decline in value, in turn reducing a client’s borrowing power, and reducing the value of assets and collateral associated with the Company’s loans held for investment |
| The Company faces strong competition from other financial institutions, financial service companies and other organizations offering services similar to those offered by it, which could result in the Company not being able to grow its loan and deposit businesses The Company conducts its business operations primarily in Northeastern Ohio and Southeastern Michigan |
| Increased competition within these markets may result in reduced loan originations and deposits |
| Ultimately, the Company may not be able to compete successfully against current and future competitors |
| Many competitors offer the types of loans and banking services that the Company offers |
| These competitors include other savings associations, national banks, regional banks and other community banks |
| The Company also faces competition from many other types of financial institutions, including finance companies, brokerage firms, insurance companies, credit unions, mortgage banks and other financial intermediaries |
| In particular, the Company’s competitors include national banks and major financial companies whose greater resources may afford them a marketplace advantage by enabling them to maintain numerous banking locations and mount extensive promotional and advertising campaigns |
| Additionally, banks and other financial institutions with larger capitalization and financial intermediaries not subject to bank regulatory restrictions have larger lending limits and are thereby able to serve the credit needs of larger clients |
| These institutions, particularly to the extent they are more diversified than the Company, may be able to offer the same loan products and services that the Company offers at more competitive rates and prices |
| If the Company is unable to attract and retain banking clients, it may be unable to continue its loan and deposit growth and its business, financial condition and prospects may be negatively affected |
| The Company relies, in part, on external financing to fund its operations and the unavailability of such funds in the future could adversely impact its growth strategy and prospects The Company relies on deposits, advances from the Federal Home Loan Bank of Cincinnati and other borrowings to fund its operations |
| The Company also has previously issued junior subordinated debentures to raise additional capital to fund its operations |
| Although the Company considers such sources of funds adequate for its current capital needs, the Company may seek additional debt or equity capital in the future to achieve its long-term business objectives |
| The sale of equity or convertible debt securities in the future may be dilutive to the Company shareholders, and debt refinancing arrangements may require the Company to pledge some of its assets and enter into covenants that would restrict its ability to incur further indebtedness |
| There can be no assurance that additional financing sources, if sought, would be available to the Company or, if available, would be on terms favorable to it |
| If additional financing sources are unavailable or are not available on reasonable terms, the Company’s growth strategy and future prospects could be adversely impacted |
| 27 ______________________________________________________________________ The Company may have difficulty managing its growth, which may divert resources and limit its ability to expand its operations successfully In past years, the Company has incurred substantial expenses to build its management team and personnel, develop its delivery systems and establish its infrastructure to support its future growth |
| The Company’s future success will depend on the ability of its officers and key employees to continue to implement and improve its operational, financial and management controls, reporting systems and procedures and manage a growing number of client relationships |
| The Company may not be able to implement improvements in its management information and control systems in an efficient or timely manner |
| Thus, the Company cannot give assurances that its growth strategy will not place a strain on its administrative and operational infrastructure |
| In addition, the Company intends to grow its deposits and expand its retail banking franchise |
| Further expansion will require additional capital expenditures and the Company may not be successful in expanding its franchise or in attracting or retaining the personnel it requires |
| Furthermore, various factors such as economic conditions, regulatory and legislative considerations and competition may impede or limit the Company’s growth |
| If the Company is unable to expand its business as anticipated, the Company may be unable to realize any benefit from the investments made to support future growth |
| Alternatively, if the Company is unable to manage future expansion in its operations, the Company may have to incur additional expenditures beyond current projections to support such growth |
| The Company is subject to extensive regulation that could adversely affect it The Company’s operations are subject to extensive regulation by federal, state and local governmental authorities and are subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of its operations |
| The Company believes that it is in substantial compliance in all material respects with applicable federal, state and local laws, rules and regulations |
| Any change in the laws or regulations applicable to the Company, or in banking regulators’ supervisory policies or examination procedures, whether by the OTS, the FDIC, the Federal Home Loan Bank System, the United States Congress or other federal or state regulators, could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows |
| The Bank’s ability to pay dividends is subject to regulatory limitations which, to the extent the Company requires such dividends in the future, may affect its ability to service its debt and pay dividends The Company is a separate legal entity from its subsidiaries and does not have significant operations of its own |
| Dividends from the Bank provide a significant source of capital for the Company |
| The availability of dividends from the Bank is limited by various statutes and regulations |
| It is possible, depending upon the financial condition of the Bank and other factors, that the OTS, as the Bank’s primary regulator, could assert that the payment of dividends or other payments by the Bank are an unsafe or unsound practice |
| In the event the Bank is unable to pay dividends to the Company, the Company may not be able to service its debt, pay its obligations as they become due, or pay dividends on its common stock |
| Consequently, the potential inability to receive dividends from the Bank could adversely affect the Company’s financial condition, results of operations and prospects |
| The Company may fail to realize the anticipated benefits of its acquisition of Northern Difficulties may arise in the integration of the business and operations of Northern with the Company and, as a result, the Company may not be able to achieve revenue enhancements, cost savings and synergies that it expects to result from the acquisition of Northern |
| Achieving the expected revenue enhancements will depend on prevailing market interest rates |
| Achieving cost savings is dependent on consolidating certain operational and functional areas, eliminating duplicative positions and terminating certain agreements for outside services |
| Additional operational savings are dependent upon the integration of the banking businesses of the Company and Northern, and the conversion of Northern’s core operating systems, data systems and products to those of the Company and the standardization of business practices |
| Complications or difficulties in the conversion of the core operating systems, data systems and products of Northern to those of the Company may result in the loss of customers, damage to the Company’s reputation within the financial services industry, operational problems, one-time costs currently not anticipated by the Company or reduced cost savings resulting from the acquisition |
| Additionally, actual savings may be materially less than expected if the integration of Northern’s operations is delayed or the conversion to a single data system is not accomplished on a timely basis |