SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended Commission File June 30, 1996 No. 1-8019 P R O V I D E N T B A N C O R P , I N C . Incorporated under IRS Employer I.D. the Laws of Ohio No. 31-0982792 One East Fourth Street, Cincinnati, Ohio 45202 Phone: 513-579-2000 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: Common stock, without par value, outstanding at July 31, 1996 is 26,345,695. Please address all correspondence to: John R. Farrenkopf Vice President and Chief Financial Officer Provident Bancorp, Inc. One East Fourth Street Cincinnati, Ohio 45202 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PROVIDENT BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) June 30, December 31, 1996 1995 ASSETS (Unaudited) Cash and Noninterest Bearing Deposits $165,019 $213,594 Investment Securities Available for Sale (amortized cost - $1,123,477 and $955,994) 1,121,010 959,904 Loans and Leases (Net of Unearned Income): Commercial Lending: Commercial and Financial 2,243,307 2,250,542 Mortgage 465,936 448,906 Construction 222,024 266,354 Lease Financing 139,263 128,686 Consumer Lending: Instalment 980,493 1,000,940 Residential 494,647 466,422 Lease Financing 450,337 334,226 Total Loans and Leases 4,996,007 4,896,076 Reserve for Loan and Lease Losses (61,169) (60,235) Net Loans and Leases 4,934,838 4,835,841 Premises and Equipment 92,798 90,976 Other Assets 114,799 105,036 $6,428,464 $6,205,351 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Deposits: Noninterest Bearing $455,229 $523,631 Interest Bearing 3,793,380 3,654,920 Total Deposits 4,248,609 4,178,551 Short-Term Debt 819,523 637,240 Long-Term Debt 765,721 820,083 Accrued Interest and Other Liabilities 136,270 136,940 Total Liabilities 5,970,123 5,772,814 Shareholders' Equity: Preferred Stock, 5,000,000 Shares Authorized, Series D, 70,272 Issued 7,000 7,000 Common Stock, No Par Value, $.44 Stated Value, 90,000,000 Shares Authorized, 26,344,395 and 26,316,617 Issued 11,715 11,703 Capital Surplus 137,883 137,313 Retained Earnings 297,346 265,017 Reserve for Retirement of Capital Securities 6,000 9,000 Treasury Stock, - Shares and 1,689 Shares - (38) Unrealized Gains (Losses) on Marketable Securities (net of deferred income tax) (1,603) 2,542 Total Shareholders' Equity 458,341 432,537 $6,428,464 $6,205,351 PROVIDENT BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) (In Thousands, Except Per Share Amounts) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 Interest Income: Interest and Fees on Loans and Leases $109,778 $101,298 $220,178 $197,191 Interest on Investment Securities: Taxable 17,227 12,671 32,244 21,976 Exempt From Federal Income Taxes 155 100 258 195 17,382 12,771 32,502 22,171 Interest on Federal Funds Sold and Reverse Repurchase Agreements 452 75 730 746 Total Interest Income 127,612 114,144 253,410 220,108 Interest Expense: Interest on Deposits: Savings and Demand Deposits 5,127 7,012 10,389 14,067 Time Deposits 42,030 41,797 83,690 82,188 Total Interest on Deposits 47,157 48,809 94,079 96,255 Interest on Short-Term Debt 9,735 9,704 18,716 15,496 Interest on Long-Term Debt 12,071 6,567 24,502 13,177 Total Interest Expense 68,963 65,080 137,297 124,928 Net Interest Income 58,649 49,064 116,113 95,180 Provision for Loan and Lease Losses 13,750 3,000 23,750 5,000 Net Interest Income After Provision for Loan and Lease Losses 44,899 46,064 92,363 90,180 Noninterest Income: Service Charges on Deposit Accounts 5,317 3,911 10,182 7,682 Other Service Charges and Fees 7,373 7,100 16,600 10,885 Gain on Sales of Loans and Leases 1,149 630 2,123 2,432 Security Gains 96 - 96 - Other 8,640 1,205 12,382 2,642 Total Noninterest Income 22,575 12,846 41,383 23,641 Noninterest Expense: Compensation: Salaries 14,767 13,600 30,409 26,888 Benefits 2,596 2,288 5,404 4,738 Profit Sharing 935 864 1,911 1,670 Occupancy 2,454 2,198 4,827 4,345 Equipment Expense 2,805 2,298 5,164 4,601 Deposit Insurance 887 2,177 1,774 4,354 Professional Fees 2,183 1,566 4,009 2,937 Other 9,979 8,872 19,380 16,672 Total Noninterest Expense 36,606 33,863 72,878 66,205 Earnings Before Income Taxes 30,868 25,047 60,868 47,616 Applicable Income Taxes 10,618 8,572 20,943 16,141 Net Earnings $20,250 $16,475 $39,925 $31,475 Net Earnings Per Common Share: Primary $.74 $.67 $1.46 $1.27 Fully Diluted .73 .60 1.44 1.15 Average Primary Shares 27,127 23,758 27,093 23,780 Average Fully Diluted Shares 27,792 27,263 27,783 27,274 PROVIDENT BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in Thousands) Six Months Ended June 30, 1996 1995 Operating Activities: Net Earnings $39,925 $31,475 Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities: Provision for Loan and Lease Losses 23,750 5,000 Provision for Depreciation and Amortization 7,947 5,763 Amortization of Investment Security Discounts (3,406) (336) Amortization of Unearned Income (17,474) (10,260) Net (Increase) Decrease in Trading Securities (216) 100 Proceeds from Sale of Loans Held for Sale 93,083 40,828 Origination of Loans Held for Sale (91,965) (39,470) Realized Gains on Loans Held for Sale (1,118) (557) Realized Gains on Sale of Loans and Leases (1,005) (1,875) Realized Investment Security Gains (96) - (Increase) Decrease in Interest Receivable (3,687) 1,557 Increase in Accounts Receivable and Other Assets (3,155) (27,496) Increase (Decrease) in Interest Payable (3,019) 5,476 Increase in Accounts Payable and Other Liabilities 4,581 6,957 Other (234) 313 Net Cash Provided By Operating Activities 43,911 17,475 Investing Activities: Investment Securities Available for Sale: Proceeds from Sales 79,398 427 Proceeds from Maturities and Prepayments 357,494 82,036 Purchases (536,827) (66,519) Investment Securities Held to Maturity: Proceeds from Maturities and Prepayments - 5,264 Purchases - (227,334) Net Increase in Loans and Leases (172,934) (186,355) Proceeds from Sale of Other Real Estate 5,316 1,997 Purchases of Premises and Equipment (12,945) (16,889) Proceeds from Sales of Premises and Equipment 131 1,299 Net Cash Used In Investing Activities (280,367) (406,074) Financing Activities: Net Decrease in Demand and Savings Deposits (114,841) (93,573) Net Increase in Certificates of Deposit 184,899 6,676 Net Increase in Short-Term Debt 182,283 155,690 Principal Payments on Long-Term Debt (54,716) (23,494) Proceeds From Issuance of Long-Term Debt 248 100,000 Cash Dividends Paid (10,617) (8,948) Proceeds from Sale of Common and Treasury Stock 625 2,717 Repurchase of Common Stock - (6,109) Net Cash Provided By Financing Activities 187,881 132,959 Decrease in Cash and Cash Equivalents (48,575) (255,640) Cash and Cash Equivalents at Beginning of Period 213,594 424,575 Cash and Cash Equivalents at End of Period $165,019 $168,935 Supplemental Disclosures of Cash Flow Information: Cash Paid for: Interest $140,316 $119,452 Income Taxes 5,000 9,000 Non-Cash Activity: Additions to Other Real Estate in Settlement of Loans and Leases 8,080 495 Reclassification of Operating Leases to (from) Lease Financing 3,439 (4,225) Securitization of Residential Loans 64,025 - PROVIDENT BANCORP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary for fair presentation. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The financial statements presented herein should be read in conjunction with the financial statements and notes thereto included in Provident Bancorp, Inc.'s 1995 annual report on Form 10-K filed with the Securities and Exchange Commission. All data relating to Provident Bancorp's common stock and per share information has been adjusted for a 3-for-2 common stock split effective May 24, 1996. Basis of Presentation The consolidated financial statements include the accounts of Provident Bancorp, Inc. and its subsidiaries ("Bancorp"), all of which are wholly owned. All significant intercompany balances and transactions have been eliminated. Certain reclassifications have been made to conform to the current year presentation. The accompanying financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary to be in conformity with generally accepted accounting principles. Bancorp adopted Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" on January 1, 1996. This statement requires that long-lived assets be segregated into two categories, those to be held and used and those to be disposed of. Long-lived assets to be held and used are reviewed for impairment whenever circumstances indicate that the carrying value may not be recoverable. An impairment loss is recorded when the sum of the expected future cash flows is less than the carrying amount of the assets. In this situation, an impairment loss is recorded in the amount of the difference between the carrying amount and the fair value of the asset. Assets to be disposed of that are subject to the reporting requirements of Accounting Principles Board ("APB") Opinion No. 30, "Reporting the Results of Operations -- Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" are to be measured at the lower of carrying amount or net realizable value. Long-lived assets to be disposed of that are not subject to APB Opinion No. 30 requirements are to be accounted for at the lower of carrying amount or fair value less cost to sell. SFAS No. 122, "Accounting for Mortgage Servicing Rights" was also adopted by Bancorp on January 1, 1996. Under this statement, when mortgage loans are originated or purchased by an institution and subsequently sold or securitized with servicing retained, the cost of the loan shall be allocated between the loan (without servicing) and the fair value of the servicing. Prior to this statement, no costs of the loan were allocated to the servicing. Additionally, the statement specifies how mortgage servicing rights and excess servicing rights should be evaluated for impairment. The adoption of SFAS No. 121 and SFAS No. 122 had no material impact on Bancorp's consolidated financial position or results of operations. SFAS No. 123, "Accounting for Stock-Based Compensation" was issued in October, 1995. The statement encourages, but does not require, adoption of a fair value-based accounting method for stock-based employee compensation plans. Bancorp elected to continue its accounting in accordance with APB Opinion No. 25, "Accounting for Stock Issued to Employees", whereby no compensation expense is recognized for the granting of stock options. Pro forma disclosures of what net earnings and earnings per share would have been had the new fair value method been used will be presented in Bancorp's 1996 annual report on Form 10-K. Stock Options Pursuant to Bancorp's 1988 Stock Option Plan and 1992 Outside Director's Stock Option Plan, options to purchase 554,950 shares of Bancorp common stock were granted during the first six months of 1996. The options have exercise prices ranging from $31.75 to $35.86. Off-Balance Sheet Financial Agreements In the normal course of business, Bancorp uses various financial instruments with off-balance sheet risk to manage its interest rate risk and to meet the financing needs of its customers. At June 30, 1996, these off-balance sheet instruments consisted of standby letters of credit of $107.0 million, commitments to extend credit of $1.7 billion and interest rate swaps with a notional amount of $2.2 billion. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Summary Bancorp's net earnings for the second quarter of 1996 were $20.3 million compared to $16.5 million for the second quarter of 1995. Net interest income increased by $9.6 million, or 20%, over the comparable period in 1995. Interest income increased by $13.5 million, or 12%, which more than offset the $3.9 million, or 6%, increase in interest expense. The provision for loan and lease losses increased $10.8 million, or 358%, to cover the growth of total loans and leases and expected net charge-offs during 1996. Noninterest income increased $9.7 million, or 76%, primarily due to increases in service charges on deposits and other income. Noninterest expense increased $2.7 million, or 8%, primarily as a result of increases in compensation expense, professional services and other expense which more than offset a decrease in deposit insurance. Bancorp's net earnings for the first six months of 1996 were $39.9 million compared to $31.5 million for the first six months of 1995. Net interest income increased by $20.9 million, or 22%, over the comparable period in 1995. Interest income increased by $33.3 million, or 15%, which more than offset the $12.4 million, or 10%, increase in interest expense. The provision for loan and lease losses increased $18.8 million, or 375%, to cover an increase in the balance of total loans and leases and expected net charge-offs during 1996. Noninterest income increased $17.7 million, or 75%, primarily due to the increase in other service charges and fees and other income. Noninterest expense increased $6.7 million, or 10%, primarily due to increases in compensation expense, professional services and other expense which more than offset a decrease in deposit insurance. The following ratios compare returns on average assets and average equity for the first six months of 1996 and for the year 1995. Six Months Ended Year Ended June 30, 1996 December 31, 1995 Net Earnings to Average Assets(1) 1.28% 1.29% Net Earnings to Average Shareholders' Equity(1) 18.02% 18.37% <FN> (1)Net earnings for the six months ended June 30, 1996 have been annualized. The ratio of noninterest expense to tax equivalent revenue ("efficiency ratio") was 46.2% for the first six months of 1996 compared to 56.9% for the first six months of 1995. Tax equivalent revenue includes tax equivalent net interest income and noninterest income but excludes non-recurring gains and security gains or losses. The improvement in the efficiency ratio was due primarily to increased noninterest income which grew at a proportionately greater rate than noninterest expense. Nonperforming assets as of June 30, 1996 decreased $19.6 million compared to December 31, 1995, but increased $2.2 million compared to June 30, 1995. The ratio of nonperforming loans to total loans and leases was .39% at June 30, 1996, compared to .86% at December 31, 1995 and .55% at June 30, 1995. The ratio of nonperforming assets to total loans, leases and other real estate owned was .57% at June 30, 1996, compared to .98% at December 31, 1995 and .59% at June 30, 1995. Net Interest Income See Table 1 for net interest income on a tax equivalent basis and Table 2 for consolidated average balances, average rates and net interest margin. Net interest income on a tax equivalent basis increased approximately $20.9 million for the first six months of 1996 over the comparable period in 1995. This increase resulted from a $11.8 million increase due to changes in volume and a $9.1 million increase which was caused by changes in rates. Volume changes are caused by changes in the average balances of interest earning assets and interest bearing liabilities. The net interest margin was 3.97% for the first six months of 1996 as compared to 3.81% for the comparable period in 1995. The improvement in the net interest margin during this period reflects the decrease in the average rate paid on interest bearing liabilities of 30 basis points, more than offsetting the decrease in the average rate received on interest earning assets of 13 basis points. The decrease in Bancorp's overall rate on interest bearing liabilities was due to the decline in the rate paid on deposits and long-term debt, which more than offset an increase in higher cost liabilities. The decrease in the average rate earned on interest earning assets was due to a lower average rate earned on commercial and financial loans which was partially offset by an increase in higher yield assets. Bancorp's interest bearing liabilities have reacted more quickly to changing interest rates in the environment than its interest earning assets, causing the net interest margin to increase. Interest rate swaps increased the net interest margin by 21 basis points during the first six months of 1996. During the first six months of 1995, interest rate swaps decreased the net interest margin by 20 basis points. In preparing the net interest margin tables, nonaccrual loan balances are included in the average balances for loans and leases. Loan and lease fees are included in loan and lease revenue as follows: second quarter 1996 - $3.8 million, second quarter 1995 - $4.1 million, year- to-date 1996 - $8.8 million, and year-to-date 1995 - $8.7 million. Provision for Loan and Lease Losses For the first six months of 1996 and 1995, the provision for loan and lease losses was $23.8 million and $5.0 million, respectively. The increase in the provision was the result of two factors. Total loans and leases have increased by $601.2 million, or 14%, over the last twelve months. Additionally, a higher level of charge-offs and lower level of recoveries are expected during 1996 compared to 1995. Noninterest Income Second Quarter 1996 Compared to Second Quarter 1995 Noninterest income increased $9.7 million during the second quarter of 1996 compared to the same quarter in 1995. Service charges on deposit accounts increased primarily due to increased fee rates on corporate deposit accounts, nonsufficient funds and ATM usage. Service charges and fees include $2.1 million of gains and fees related to commercial lending during the second quarter of 1996 and a $2.7 million gain from the sale of mortgage loan servicing rights during the same time period in 1995. Gain on sales of loans and leases increased primarily due to gains recorded on the sale of consumer leases. Other income increased primarily as a result of the receipt of additional consideration related to a restructured loan. Six Months Ended June 30, 1996 Compared to Six Months Ended June 30, 1995 Noninterest income increased $17.7 million during the first six months of 1996 compared to the same period in 1995. Service charges on deposit accounts, other service charges and fees and other income increased primarily for the same reasons given in the quarterly comparison. Noninterest Expense Second Quarter 1996 Compared to Second Quarter 1995 Noninterest expense increased $2.7 million during the second quarter of 1996 when compared to 1995. Compensation expense, primarily in the areas of commercial and consumer lending, securities brokerage, and customer service, increased as a result of merit and promotion increases, increases in incentives and increased personnel. Equipment expense increased primarily due to the depreciation of expanded telebanking and computer equipment. The decline in deposit insurance expense was due to the lowering of the FDIC insurance rate. Professional fees increased primarily due to management consulting and residential loan subservicing expenses. Increases in franchise taxes, loan origination expense and credit card processing were the primary reasons for the increase in other expense. Six Months Ended June 30, 1995 Compared to Six Months Ended June 30, 1995 Noninterest expense increased $6.7 million during the first half of 1996 when compared to 1995. Areas of significant change were in compensation expense, deposit insurance, professional fees, and other expense. The explanation of these changes are the same as those given in the quarterly comparison. Financial Condition Investment Securities Investment securities increased $161.1 million during 1996. During 1996, Bancorp purchased $175.0 million in securitized credit card portfolios. In addition, Bancorp securitized approximately $64 million of its own residential mortgage loans which resulted in this balance being transferred from residential loans to investment securities. Loans and Leases Total loans and leases increased $99.9 million during 1996. The increase was primarily due to growth in consumer lease financing. The following table shows the composition of the commercial and financial loan category by industry type at June 30, 1996 (dollars in millions): Amount on Type Amount % Nonaccrual Construction $77.1 3 $1.3 Manufacturing 453.6 20 4.2 Transportation/Utilities 138.9 6 3.5 Wholesale Trade 214.8 10 1.1 Retail Trade 246.9 11 .2 Finance & Insurance 104.7 5 .5 Real Estate Operators/Investment 285.4 13 .7 Service Industries 368.9 16 1.1 Automobile Dealers 106.3 5 - Other(1) 246.7 11 1.7 Total $2,243.3 100 $14.3 <FN> (1) Includes various kinds of loans, such as small business loans and loans with balances under $100,000. The composition of the commercial mortgage and construction loan categories by property type at June 30, 1996 is shown in the following table (dollars in millions): Amount on Type Amount % Nonaccrual Apartments $95.1 14 $- Office/Warehouse 145.2 21 .3 Residential Development 95.9 14 .1 Shopping/Retail 136.8 20 - Land 40.9 6 - Industrial Plants 16.7 2 - Hotel/Motel 48.4 7 - Health Facilities 4.5 1 - Auto Sales and Service 23.6 3 - Churches 12.1 2 - Mobile Home Parks 10.7 2 - Other Commercial Properties 58.1 8 - Total $688.0 100 $.4 Bancorp maintains a reserve to absorb potential losses in its loan and lease portfolio. Management's determination of the adequacy of the reserve is based on reviews of specific loans and leases, credit loss experience, general economic conditions and other pertinent factors. Loans and leases deemed uncollectible are charged off and deducted from the reserve and recoveries on loans and leases previously charged off are added to the reserve. Management considers the present reserve to be appropriate and adequate to cover potential losses inherent in the loan and lease portfolio based on the current economic environment. However, future economic changes cannot be predicted. Deterioration in general economic conditions could result in an increase in the risk characteristics of the loan and lease portfolio and an increase in the provision for loan and lease losses. The following table shows the progression of the reserve for loan and lease losses (dollars in thousands): 1996 1995 Balance at January 1 $60,235 $51,979 Provision for Loan and Lease Losses 23,750 5,000 Loans and Leases Charged Off (24,807) (6,483) Recoveries 1,991 3,779 Balance at June 30 $61,169 $54,275 Net charge-offs totaled $22.8 million during the first six months of 1996 compared to $2.7 million for the same time period in 1995. Net charge-offs for commercial lending were $14.2 million which was comprised principally of commercial and financial loans. Net charge- offs for consumer lending were $8.6 million which consisted primarily of instalment loans. Management expects the trend in net charge-offs to decline in the second half of 1996. As a percentage of total loans and leases outstanding, the reserve was 1.22% at June 30, 1996 compared to 1.23% at December 31, 1995 and June 30, 1995. Table 3 shows a comparison of the major components of nonperforming assets over the past five quarters along with various asset quality ratios. Nonperforming assets have decreased $19.6 million during the first six months of 1996. Nonaccrual loans decreased $18.6 million during the first six months of 1996. Significant activity within nonaccrual loans includes the addition of a loan for $5.2 million, the charge-off of five loans totaling $11.1 million, the transfer of two loans to other real estate totaling $6.6 million and the repayment of one loan for $5.2 million. Renegotiated loans decreased $4.2 million primarily due to the sale of one loan. Other real estate increased $3.3 million. Significant activity within other real estate includes the transfer in of two nonaccrual loans totaling $6.6 million, as noted above, and the sale of one property for $3.8 million. At June 30, 1996, nonperforming assets as a percentage of total loans, leases and other real estate is .57% which compares favorably to Bancorp's most recent five-year average of .94%. Deposits Noninterest bearing deposits decreased $68.4 million, or 13%, from December 31, 1995 to June 30, 1996. The decrease was primarily in commercial deposits. Short-Term Debt Short-term debt increased $182.3 million, or 29%, to $819.5 million during the first half of 1996. The increase was due to the purchase of overnight federal funds. Capital Resources and Adequacy During the first six months of 1996, shareholders' equity increased $25.8 million, or 6%, to $458.3 million. Dividends of $10.4 million on common stock and $259,000 on preferred stock were paid in the first six months of 1996. Unrealized gains on marketable securities, net of deferred income taxes, decreased $4.1 million during the first six months of 1996. The following table of ratios is important to the analysis of the adequacy of capital resources. Six Months Ended Year Ended June 30, 1996 December 31, 1995 Average Shareholders' Equity to Average Assets 7.11% 7.02% Preferred Dividend Payout to Net Earnings 0.65 3.39 Common Dividend Payout to Net Earnings 25.94 22.78 Tier 1 Leverage Ratio 7.11 7.13 Tier 1 Capital to Risk-Weighted Assets 7.73 7.52 Total Risk-Based Capital To Risk-Weighted Assets 11.79 11.77 Bancorp's quarterly dividend on its common stock increased from $.18 per share to $.21 per share effective with the dividend paid in the second quarter of 1996. This higher dividend rate should cause the common and preferred dividend payout ratios to increase in the future. Capital expenditures planned by Bancorp for building improvements and furniture and equipment in 1996 are currently estimated to be approximately $16 million. Included in this amount are projected capital expenditures for improvements of data processing capabilities and improvement of the branch banking network, with emphasis being placed on enhancing the branches located in local supermarkets and placement of additional ATMs. Bancorp also intends to expand and improve its telephone banking operations. Through June 30, 1996, approximately $7.0 million of these expenditures have been made. Management believes that currently available funds and funds provided by normal operations will be sufficient to meet capital requirements. Liquidity Adequate liquidity is necessary to meet the borrowing needs and deposit withdrawal requirements of customers as well as to satisfy liabilities, fund operations and support asset growth. Bancorp has a number of sources to provide for liquidity needs. First, liquidity needs can be met by the liquid assets on its balance sheet such as cash and deposits with other banks. Another source is the generation of new deposits. Bancorp may borrow both short-term and long-term funds. Bancorp has an additional $137.5 million available for borrowing under a medium-term bank note program. Additional sources of liquidity include the sale of investment securities and the sale of commercial and consumer loans and leases. The major source of liquidity for Bancorp on a parent-only basis ("the Parent") is dividends paid to it by its subsidiaries. Pursuant to Federal Reserve and state banking regulations, the maximum amount available for dividend distribution to the Parent at June 30, 1996 by its banking subsidiaries was approximately $114.5 million. The Parent has not received dividends from its subsidiaries during the first six months of 1996. At June 30, 1996, the Parent had $132.4 million of short-term commercial paper outstanding. A portion of commercial paper proceeds was used to fund short-term loans. Contractual lines of credit totaling $175 million have been obtained by the Parent to support its commercial paper borrowings. Also, the Parent has $30 million in general purpose lines of credit. These lines had not been used at June 30, 1996. The Parent had approximately $126.8 million in cash and interest earning deposits at June 30, 1996. Provident Bancorp, Inc. and Subsidiaries Condensed Consolidated Statements Of Earnings (unaudited) (In Thousands) Table 1. Quarter Ended Six Months Ended June June June June 1996 1995 1996 1995 Total Interest Income $127,612 $114,144 $253,410 $220,108 Taxable Equivalent Adjustment 142 127 257 249 Taxable Equivalent Interest Income 127,754 114,271 253,667 220,357 Total Interest Expense 68,963 65,080 137,297 124,928 Net Interest Income 58,791 49,191 116,370 95,429 Provision for Loan and Lease Losses 13,750 3,000 23,750 5,000 Taxable Equivalent Net Interest Income After Provision for Loan and Lease Losses 45,041 46,191 92,620 90,429 Noninterest Income 22,575 12,846 41,383 23,641 Noninterest Expense 36,606 33,863 72,878 66,205 Taxable Equivalent Earnings Before Income Taxes 31,010 25,174 61,125 47,865 Applicable Income Taxes 10,618 8,572 20,943 16,141 Taxable Equivalent Adjustment 142 127 257 249 Net Earnings $20,250 $16,475 $39,925 $31,475 Net Earnings Applicable to Common Stock $20,112 $15,894 $39,666 $30,314 Provident Bancorp, Inc. and Subsidiaries Consolidated Average Balances, Rates and Yields On a Fully Taxable Equivalent Basis (unaudited) (Dollars In Millions) Table 2. Quarter Ended Six Months Ended June 30, 1996 June 30, 1995 June 30, 1996 June 30, 1995 Average Avg Average Avg Average Avg Average Avg Balance Rate Balance Rate Balance Rate Balance Rate Assets: Loans and Leases (Net of Unearned Income): Commercial Lending: Commercial and Financial $2,249 9.11% $1,995 10.12% $2,237 9.35% $1,952 10.09% Mortgage 452 9.37 425 9.14 447 9.15 424 9.17 Construction 231 8.92 200 9.59 247 9.01 191 9.56 Lease Financing 128 8.00 95 7.71 126 7.65 99 7.68 Consumer Lending: Instalment 991 9.27 925 9.09 997 9.30 926 8.79 Residential 465 8.63 497 7.82 470 8.33 500 7.99 Lease Financing 421 7.53 228 7.14 390 7.50 213 7.03 Total Loans and Leases 4,937 8.95 4,365 9.31 4,914 9.02 4,305 9.25 Reserve for Loan and Lease Losses (66) (56) (65) (55) Net Loans and Leases 4,871 9.07 4,309 9.43 4,849 9.14 4,250 9.37 Investment Securities: Taxable 1,060 6.54 851 5.97 998 6.50 770 5.76 Tax-Exempt 16 6.17 10 5.99 13 6.09 10 5.93 Total Investment Securities 1,076 6.53 861 5.97 1,011 6.49 780 5.76 Federal Funds Sold and Reverse Repurchase Agreements 35 5.18 5 6.22 28 5.18 26 5.73 Total Earning Assets 5,982 8.59 5,175 8.85 5,888 8.66 5,056 8.79 Cash and Noninterest Bearing Deposits 157 146 148 146 Other Assets 196 159 193 148 Total Assets $6,335 $5,480 $6,229 $5,350 Liabilities and Shareholders' Equity: Deposits: Demand Deposits $253 1.94 $258 2.23 $253 1.94 $260 2.23 Savings Deposits 588 2.68 657 3.41 594 2.69 664 3.40 Time Deposits 2,928 5.77 2,689 6.23 2,872 5.86 2,690 6.16 Total Deposits 3,769 5.03 3,604 5.43 3,719 5.09 3,614 5.37 Short-Term Debt: Federal Funds Purchased and Repurchase Agreements 596 5.23 499 6.07 558 5.28 391 5.95 Commercial Paper 145 5.45 140 6.13 148 5.47 131 6.02 Short-Term Notes Payable 1 6.46 1 5.21 1 6.68 1 5.46 Total Short-Term Debt 742 5.27 640 6.08 707 5.32 523 5.97 Long-Term Debt 812 5.98 390 6.75 816 6.04 383 6.95 Total Interest Bearing Liabilities 5,323 5.21 4,634 5.63 5,242 5.27 4,520 5.57 Noninterest Bearing Deposits 413 381 405 375 Other Liabilities 148 86 139 83 Shareholders' Equity 451 379 443 372 Total Liabilities and Shareholders' Equity $6,335 $5,480 $6,229 $5,350 Net Interest Spread 3.38% 3.22% 3.39% 3.22% Net Interest Margin 3.95% 3.81% 3.97% 3.81% Provident Bancorp, Inc. and Subsidiaries Consolidated Quarterly Nonperforming Assets (unaudited) (Dollars In Thousands) Table 3. Quarter Ended June Mar. Dec. Sept. June 1996 1996 1995 1995 1995 Nonaccrual Loans: (1) Commercial Lending: Commercial and Financial $14,283 $26,749 $26,190 $12,231 $14,655 Mortgage 300 1,162 6,716 1,521 2,465 Construction 71 78 78 78 78 Lease Financing 2,720 2,664 2,605 - - Consumer Lending: Instalment - - 230 30 - Residential 1,489 1,296 1,678 1,367 1,388 Lease Financing - - - - - Total Nonaccrual Loans 18,863 31,949 37,497 15,227 18,586 Renegotiated Loans (2) 551 558 4,753 4,886 5,721 Total Nonperforming Loans 19,414 32,507 42,250 20,113 24,307 Other Real Estate and Equipment Owned: Commercial 7,341 7,460 3,714 - - Closed bank branches - - 189 189 189 Residential 897 989 468 292 265 Multifamily - 588 594 601 607 Land 661 663 663 734 724 Total 8,899 9,700 5,628 1,816 1,785 Total Nonperforming Assets $28,313 $42,207 $47,878 $21,929 $26,092 Loans 90 Days Past Due Still Accruing $25,426 $31,178 $26,578 $6,309 $4,717 Total Loans and Leases 4,996,007 4,890,021 4,896,076 4,646,366 4,394,802 Reserve for Loan and Lease Losses 61,169 60,966 60,235 55,830 54,275 Total Assets 6,428,464 6,243,786 6,205,351 5,955,257 5,607,455 Reserve for Loan and Lease Losses as a Percent of: Nonperforming Loans 315.08% 187.55% 142.57% 277.58% 223.29% Nonperforming Assets 216.05% 144.45% 125.81% 254.59% 208.01% Total Loans and Leases 1.22% 1.25% 1.23% 1.20% 1.23% Nonperforming Loans as a % of Total Loans and Leases .39% .66% .86% .43% .55% Nonperforming Assets as a Percent of: Total Loans, Leases and Other Real Estate .57% .86% .98% .47% .59% Total Assets .44% .68% .77% .37% .47% <FN> (1) Bancorp generally stops accruing interest on loans and leases when the payment of principal and/or interest is past due 90 days or more. (2) Loans renegotiated to provide a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders Registrant's annual meeting of shareholders was held on May 16, 1996. Proxies were solicited pursuant to Regulation 14 under the Securities Exchange Act of 1934 and the following matters were voted upon and approved by the shareholders as indicated below. All votes have been adjusted for the 3-for-2 common stock split effective May 24, 1996. Election of the following directors: (a) Jack M. Cook, 23,205,416 votes for, 3,228 votes against and 178,313 abstentions. (b) Allen L. Davis, 23,202,095 votes for, 3,228 votes against and 181,634 abstentions. (c) Thomas D. Grote, Jr., 23,205,716 votes for, 3,228 votes against and 178,013 abstentions. (d) Philip R. Myers, 23,205,716 votes for, 3,228 votes against and 178,013 abstentions. (e) Joseph A. Pedoto, 23,205,084 votes for, 3,228 votes against and 178,644 abstentions. (f) Sidney A. Peerless, 23,205,084 votes for, 3,228 votes against and 178,644 abstentions. (g) Joseph A. Steger, 23,201,702 votes for, 3,228 votes against and 182,027 abstentions. Amendment and restatement of the 1988 Stock Option Plan: 22,415,856 votes for, 751,769 votes against, and 219,332 abstentions. Item 6. Exhibits and Reports on Form 8-K (a) Exhibit filed: Exhibit 27 - Financial Data Schedule All other items required in Part II of this form have been omitted since they are not applicable or not required. 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. Provident Bancorp, Inc. Registrant Date: August 12, 1996 \s\ John R. Farrenkopf John R. Farrenkopf Vice President and Chief Financial Officer