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 March 31, 1997 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 April 30, 1997 is 41,040,444. Please address all correspondence to: John R. Farrenkopf Vice President and Chief Financial Officer Provident Bancorp, Inc. One East Fourth Street Cincinnati, Ohio 45202 -1- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PROVIDENT BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) March 31, December 31, 1997 1996 (Unaudited) ASSETS Cash and Noninterest Bearing Deposits $203,635 $208,097 Federal Funds Sold and Reverse Repurchase Agreements 261,829 70,650 Investment Securities Available for Sale (amortized cost - $1,032,566 and $1,026,784) 1,027,452 1,032,907 Loans and Leases (Net of Unearned Income): Commercial Lending: Commercial and Financial 2,392,135 2,404,890 Mortgage 495,203 475,882 Construction 284,543 283,673 Lease Financing 245,744 239,064 Consumer Lending: Instalment 890,241 924,561 Residential - Held for Sale 134,193 73,545 Residential - Portfolio - 318,070 Lease Financing 629,653 591,763 Total Loans and Leases 5,071,712 5,311,448 Reserve for Loan and Lease Losses (68,371) (66,693) Net Loans and Leases 5,003,341 5,244,755 Premises and Equipment 143,447 145,641 Other Assets 140,647 127,038 $6,780,351 $6,829,088 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Deposits: Noninterest Bearing $528,452 $554,262 Interest Bearing 4,294,335 4,042,218 Total Deposits 4,822,787 4,596,480 Short-Term Debt 467,657 599,540 Long-Term Debt 766,170 949,913 Accrued Interest and Other Liabilities 183,068 166,350 Total Liabilities 6,239,682 6,312,283 Shareholders' Equity: Preferred Stock, 5,000,000 Shares Authorized, Series D, 70,272 Issued 7,000 7,000 Common Stock, No Par Value, $.30 Stated Value, 60,000,000 Shares Authorized, 41,027,352 and 40,655,916 Issued 12,081 11,973 Capital Surplus 171,019 160,586 Retained Earnings 346,893 326,599 Reserve for Retirement of Capital Securities 7,000 6,667 Unrealized Gains (Losses) on Marketable Securities (net of deferred income tax) (3,324) 3,980 Total Shareholders' Equity 540,669 516,805 $6,780,351 $6,829,088 -2- PROVIDENT BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) (In Thousands, Except Per Share Amounts) Three Months Ended March 31, 1997 1996 Interest Income: Interest and Fees on Loans and Leases $119,701 $110,400 Interest on Investment Securities: Taxable 17,314 15,017 Exempt From Federal Income Taxes 55 103 17,369 15,120 Interest on Federal Funds Sold and Reverse Repurchase Agreements 216 278 Total Interest Income 137,286 125,798 Interest Expense: Interest on Deposits: Savings and Demand Deposits 4,789 5,262 Time Deposits 47,044 41,660 Total Interest on Deposits 51,833 46,922 Interest on Short-Term Debt 7,651 8,981 Interest on Long-Term Debt 14,269 12,431 Total Interest Expense 73,753 68,334 Net Interest Income 63,533 57,464 Provision for Loan and Lease Losses 11,000 10,000 Net Interest Income After Provision for Loan and Lease Losses 52,533 47,464 Noninterest Income: Service Charges on Deposit Accounts 5,578 4,865 Other Service Charges and Fees 9,233 9,227 Gain on Sales of Loans and Leases 14,908 974 Security Gains 2,223 - Other 4,850 3,742 Total Noninterest Income 36,792 18,808 Noninterest Expense: Compensation: Salaries 18,729 15,642 Benefits 3,439 2,808 Profit Sharing 1,559 976 Occupancy 2,646 2,373 Equipment Expense 3,267 2,359 Professional Fees 3,048 1,826 Charges and Fees 3,433 1,473 Other 11,149 8,815 Total Noninterest Expense 47,270 36,272 Earnings Before Income Taxes 42,055 30,000 Applicable Income Taxes 14,748 10,325 Net Earnings $27,307 $19,675 Net Earnings Per Common Share: Primary $.64 $.48 Fully Diluted .63 .47 Average Primary Shares 42,205 40,589 Average Fully Diluted Shares 43,193 41,660 -3- PROVIDENT BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in Thousands) Three Months Ended March 31, 1997 1996 Operating Activities: Net Earnings $27,307 $19,675 Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities: Provision for Loan and Lease Losses 11,000 10,000 Amortization of Goodwill 381 283 Amortization of Unearned Income and Other (17,536) (9,911) Depreciation of Premises and Equipment 6,269 3,535 Realized Investment Security Gains (2,223) - Proceeds from Sale of Loans Held for Sale 409,287 41,408 Origination of Loans Held for Sale (151,873) (40,847) Realized Gains on Loans Held for Sale (13,729) (561) Realized Gains on Sale of Other Loans and Leases (1,179) (413) (Increase) Decrease in Interest Receivable 18 (2,756) (Increase) Decrease in Other Assets (10,774) 8,680 Increase in Interest Payable 15,420 10,402 Increase (Decrease) in Other Liabilities 5,231 (968) Net Cash Provided By Operating Activities 277,599 38,527 Investing Activities: Investment Securities Available for Sale: Proceeds from Sales 109,714 - Proceeds from Maturities and Prepayments 34,099 155,387 Purchases (133,429) (96,190) Net Increase in Loans and Leases (8,653) (66,913) Net Increase in Premises and Equipment (4,075) (6,194) Acquisition 3,918 - Net Cash Provided By (Used In) Investing Activities 1,574 (13,910) Financing Activities: Net Increase in Deposits 226,307 23,052 Net Decrease in Short-Term Debt (131,883) (11,058) Principal Payments on Long-Term Debt (183,589) (374) Proceeds From Issuance of Long-Term Debt - 248 Cash Dividends Paid (6,680) (4,948) Proceeds from Sale of Common Stock 3,389 442 Net Increase in Other Equity Items - 40 Net Cash Provided By (Used In) Financing Activities (92,456) 7,402 Increase in Cash and Cash Equivalents 186,717 32,019 Cash and Cash Equivalents at Beginning of Period 278,747 213,594 Cash and Cash Equivalents at End of Period $465,464 $245,613 Supplemental Disclosures of Cash Flow Information: Cash Paid for: Interest $58,333 $57,932 Income Taxes - - Non-Cash Activity: Transfer of Loans and Premises and Equipment to Other Real Estate 4,882 7,776 Securitization of Residential Loans - 64,025 Residual Interest Securities Created from the Sale of Residential Loans 13,737 - Common Stock Issued To Acquire Business 7,152 - -4- 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 1996 annual report on Form 10-K filed with the Securities and Exchange Commission. All data relating to Provident Bancorp's Common Stock and per Common Share information has been adjusted for 3-for-2 common stock splits effective May 24, 1996 and December 19, 1996. Basis of Presentation The consolidated financial statements include the accounts of Provident Bancorp, Inc. and its subsidiaries, 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 No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" as amended by Statement No. 127, "Deferral of the Effective Date of Certain Provisions of FASB Statement No. 125, an amendment of FASB Statement No. 125" on January 1, 1997. This Statement provides standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings. Under this Statement, a company would remove from the balance sheet those assets it no longer controls and liabilities it has satisfied. The adoption of SFAS No. 125 had no material impact on Bancorp's financial position or results of operations. Statement No. 128, "Earnings per Share" establishes revised standards for computing and presenting earnings per share. It replaces the presentation of primary and fully diluted earnings per share with a presentation of basic and diluted earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share -5- reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock that then shared in the earnings of the entity. This Statement is effective for financial statements for both interim and annual periods ending after December 15, 1997. Bancorp's pro forma basic and diluted earnings per share would not have differed materially from primary and fully diluted earnings per share. Stock Options Options to purchase 48,000 shares of Bancorp Common Stock were granted during the first three months of 1997. The options have exercise prices ranging from $36.10 to $37.76. 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 March 31, 1997, these off-balance sheet instruments consisted of standby letters of credit of $115.1 million, commitments to extend credit of $1.8 billion and interest rate swaps with a notional amount of $2.2 billion. Acquisition On February 12, 1997, Bancorp completed its previously announced acquisition of South Hillsborough Community Bank. South Hillsborough, which had $40 million in assets at the time of merger, is a Florida state chartered bank having three offices in Hillsborough County, Florida. This transaction was accounted for as a purchase, and accordingly, the assets acquired and liabilities assumed were recorded at estimated fair value. South Hillsborough's shareholders received 189,259 shares of Bancorp Common Stock having an aggregate value of $7,151,900 as a result of the merger. -6- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Summary Bancorp's net earnings for the first quarter of 1997 were $27.3 million compared to $19.7 million for the first quarter of 1996. Net interest income increased by $6.1 million, or 11%, over the comparable period in 1996. Interest income increased by $11.5 million, or 9%, which more than offset the $5.4 million, or 8%, increase in interest expense. The provision for loan and lease losses was $11.0 million, an increase of $1.0 million from the first quarter in 1996. Noninterest income increased $18.0 million, or 96%, due primarily to gains recognized on the sale of loans and leases. Noninterest expense increased $11.0 million, or 30%, primarily as a result of the restructuring of retail banking's delivery channels and lending functions, the national expansion of Provident Consumer Financial Services ("PCFS") and the continued development of the MeritValu division. As noted above, the recognition of gains on the sale of loans and leases made a significant contribution to Bancorp's net income during the first quarter of 1997. Of the $14.9 million gain recorded during this period, $10.5 million was realized from the sale of $140.1 million of residential closed-end nonconforming home equity loans originated by PCFS. The following is a summary of selected operational data for PCFS for the past five quarters (in millions): Quarter Ended Mar. 1997 Dec. 1996 Sept. 1996 June 1996 March 1996 Loan Originations $143.3 $130.2 $111.4 $76.7 $41.4 Loan Sales 140.1 110.0 204.0 - - Gain on Sale of Loans 10.5 9.5 14.5 - - Interest and Fees on Loans 4.2 2.5 4.2 2.8 1.3 The following ratios compare Bancorp's returns on average assets and average equity for the first three months of 1997 and for the year 1996. Three Months Ended Year Ended March 31, 1997 December 31, 1996 Net Earnings to Average Assets(1) 1.62% 1.28% Net Earnings to Average Shareholders' Equity(1) 20.76% 17.67% <FN> (1)Net earnings for the three months ended March 31, 1997 have been annualized. -7- The ratio of noninterest expense to tax equivalent revenue ("efficiency ratio") was 48.1% for the first three months of 1997 compared to 47.5% for the first three months of 1996. For purposes of calculating the efficiency ratio, noninterest expense excludes non- recurring expenses. Tax equivalent revenue includes tax equivalent net interest income and noninterest income but excludes non-recurring income, and security gains or losses. Nonperforming assets as of March 31, 1997 increased $5.9 million compared to December 31, 1996, but decreased $7.8 million compared to March 31, 1996. The ratio of nonperforming loans to total loans and leases was .47% at March 31, 1997, compared to .41% at December 31, 1996 and .66% at March 31, 1996. The ratio of nonperforming assets to total loans, leases and other real estate owned was .68% at March 31, 1997, compared to .54% at December 31, 1996 and .86% at March 31, 1996. 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 $6.0 million for the first three months of 1997 over the comparable period in 1996. This increase resulted from a $3.6 million increase due to changes in volume and a $2.4 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 4.04% for the first three months of 1997 as compared to 3.95% for the comparable period in 1996. The improvement in the net interest margin during this period reflects the increase in the average rate received on interest earning assets of 9 basis points, more than offsetting the increase in the average rate paid on interest bearing liabilities of 5 basis points. The increase in Bancorp's overall rate on interest earning assets was due to the increase in the rate received on equipment leases. The increase in the average rate paid on interest bearing liabilities was due to a higher average rate paid on demand deposits and long-term debt. Interest rate swaps increased the net interest margin by 27 basis points and 17 basis points during the first three months of 1997 and 1996, respectively. In preparing the net interest margin tables, nonaccrual loan balances are included in the average balances for loans and leases. Fees included in interest and fees on loans and leases during the first quarter of 1997 and 1996 were $3.9 million and $5.0 million, respectively. -8- Noninterest Income Noninterest income increased $18.0 million during the first quarter of 1997 compared to the same quarter in 1996. Service charges on deposit accounts increased primarily as a result of increased fees received on corporate demand deposit accounts. Gain on sales of loans and leases increased primarily as a result of $10.5 million in gains on the sale of non-conforming home equity loans by PCFS and $2.8 million in gains on the sale of seasoned residential loans. Security gains of $2.2 million were recognized primarily from the sale of mortgage-backed securities. The increase in other income was due primarily to additional revenues from operating leases resulting from the acquisition of Information Leasing Corporation. Noninterest Expense Noninterest expense increased $11.0 million during the first quarter of 1997 when compared to 1996. Compensation expense increased primarily as a result of the acquisition of Information Leasing, the expansion of PCFS and MeritValu, and the restructuring of consumer lending and retail distribution. Equipment expense increased due primarily to the depreciation of expanded telebanking and computer equipment. Professional fees increased due primarily to increased management consulting fees. Charges and fees increased primarily as a result of a $1.0 million charge-off on other real estate owned and increased loan origination costs. Marketing expense and franchise taxes were the primary reasons for the increase in other expense. Financial Condition Short-Term Investments Federal funds sold and reverse repurchase agreements increased $191.2 million during 1997. The amount of federal funds sold changes daily as cash is managed to meet reserve requirements and customer needs. After funds have been allocated to meet lending and investment requirements, the remainder is placed in overnight federal funds. The higher level of federal funds sold at March 31, 1997 was a result of having additional funds available from the sale of residential loans at the end of the quarter. Loans and Leases Total loans and leases decreased $239.7 million during 1997. The decrease was due primarily to the sale of $409.3 million in residential loans during the first three months of 1997. -9- The following table shows the composition of the commercial and financial loan category by industry type at March 31, 1997 (dollars in millions): Amount on Type Amount % Nonaccrual Construction $89.4 4 $1.2 Manufacturing 537.8 22 3.9 Transportation/Utilities 155.3 6 3.5 Wholesale Trade 207.4 9 2.0 Retail Trade 254.3 11 .5 Finance & Insurance 109.6 5 .4 Real Estate Operators/Investment 299.2 12 .8 Service Industries 353.1 15 .7 Automobile Dealers 118.6 5 - Other(1) 267.4 11 1.6 Total $2,392.1 100 $14.6 (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 March 31, 1997 is shown in the following table (dollars in millions): Amount on Type Amount % Nonaccrual Apartments $124.9 16 $- Office/Warehouse 163.6 21 - Residential Development 90.6 12 .2 Shopping/Retail 191.2 24 - Land 42.2 5 - Industrial Plants 15.2 2 - Hotels/Motels 29.0 4 - Health Facilities 4.4 1 - Auto Sales and Service 26.0 3 - Churches 12.2 2 - Mobile Home Parks 7.8 1 - Other Commercial Properties 72.6 9 - Total $779.7 100 $.2 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. -10- The following table shows the progression of the reserve for loan and lease losses (dollars in thousands): 1997 1996 Balance at January 1 $66,693 $60,235 Provision for Loan and Lease Losses 11,000 10,000 Loans and Leases Charged Off (11,572) (10,002) Recoveries 2,250 733 Balance at March 31 $68,371 $60,966 Net charge-offs totaled $9.3 million for both the first quarter of 1997 and 1996. During the first quarter of 1997, net charge-offs for commercial lending were $1.2 million which was primarily caused by the charge-off of one commercial mortgage loan. Net charge-offs for consumer lending were $8.1 million which consisted principally of auto loans and credit cards. As a percentage of total loans and leases outstanding, the reserve was 1.35% at March 31, 1997 compared to 1.26% at December 31, 1996 and 1.25% at March 31, 1996. The increase in the ratio reflects the sale of low risk seasoned residential loans during the first quarter of 1997. 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 increased $5.9 million during the first three months of 1997. Nonaccrual loans increased $2.2 million due primarily to one loan and two leases being added during the first three months of 1997. Other real estate increased $4.0 million due primarily to foreclosing on one commercial property. At March 31, 1997, nonperforming assets as a percentage of total loans, leases and other real estate was .68% which compares favorably to Bancorp's most recent five-year average of .85%. Short-Term Debt Short-term debt decreased $131.9 million, or 22%, to $467.7 million during the first quarter of 1997. The decrease was due primarily to the reduction of overnight federal funds. Long-Term Debt During the first three months of 1997, long-term debt decreased $183.7 million, or 19%, reflecting the repayment of debt, primarily to the Federal Home Loan Bank. Capital Resources and Adequacy During the first three months of 1997, shareholders' equity increased $23.9 million, or 5%, to $540.7 million. Dividends of $6.5 million on common stock and $158,000 on preferred stock were paid in the first quarter of 1997. Unrealized gains/losses on marketable securities, net of deferred income taxes, decreased $7.3 million during the first three months of 1997. -11- The following table of ratios is important to the analysis of the adequacy of capital resources. Three Months Ended Year Ended March 31, 1997 December 31, 1996 Average Shareholders' Equity to Average Assets 7.78% 7.23% Preferred Dividend Payout to Net Earnings .58 .66 Common Dividend Payout to Net Earnings 23.88 26.40 Tier 1 Leverage Ratio 9.11 9.02 Tier 1 Capital to Risk-Weighted Assets 9.48 9.23 Total Risk-Based Capital To Risk-Weighted Assets 13.25 13.05 Capital expenditures planned by Bancorp for building improvements and furniture and equipment in 1997 are currently estimated to be approximately $9 million. Included in this amount are projected capital expenditures for the purchase or construction of system applications, data processing equipment, ATMs and branches. Through March 31, 1997, approximately $2.7 million of these expenditures have been made. 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, deposits with other banks and federal funds sold. Another source is the generation of new deposits. Bancorp may borrow both short-term and long-term funds. Bancorp has an additional $687.5 million available for borrowing under a $1 billion bank notes 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 March 31, 1997 by its banking subsidiaries was approximately $128.3 million. The Parent has not received dividends from its subsidiaries during the first quarter of 1997. At March 31, 1997, the Parent had $133.2 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 $40 million in general purpose lines of credit. These lines had not been used at March 31, 1997. The Parent had approximately $231.0 million in cash and interest earning deposits at March 31, 1997. -12- Provident Bancorp, Inc. and Subsidiaries Condensed Consolidated Statements Of Earnings (unaudited) (In Thousands, Except Per Share Amounts) Table 1. Quarter Ended Mar. Mar. 1997 1996 Total Interest Income $137,286 $125,798 Taxable Equivalent Adjustment 78 115 Taxable Equivalent Interest Income 137,364 125,913 Total Interest Expense 73,753 68,334 Net Interest Income 63,611 57,579 Provision for Loan and Lease Losses 11,000 10,000 Taxable Equivalent Net Interest Income After Provision for Loan and Lease Losses 52,611 47,579 Noninterest Income 36,792 18,808 Noninterest Expense 47,270 36,272 Taxable Equivalent Earnings Before Income Taxes 42,133 30,115 Applicable Income Taxes 14,748 10,325 Taxable Equivalent Adjustment 78 115 Net Earnings $27,307 $19,675 Net Earnings Applicable to Common Stock $27,149 $19,554 -13- 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 Mar. 31, 1997 Mar. 31, 1996 Average Avg Average Avg Balance Rate Balance Rate Assets: Loans and Leases (Net of Unearned Income): Commercial Lending: Commercial and Financial $2,392 9.21% $2,224 9.59% Mortgage 481 9.39 441 8.93 Construction 280 8.69 263 9.09 Lease Financing 241 11.07 124 7.29 Consumer Lending: Instalment 909 9.67 1,004 9.32 Residential 425 7.98 474 8.04 Lease Financing 615 7.69 360 7.46 Total Loans and Leases 5,343 9.09 4,890 9.08 Investment Securities: Taxable 1,018 6.90 936 6.45 Tax-Exempt 8 4.45 11 5.97 Total Investment Securities 1,026 6.88 947 6.45 Federal Funds Sold and Reverse Repurchase Agreements 15 5.78 22 5.17 Total Earning Assets 6,384 8.73 5,859 8.64 Cash and Noninterest Bearing Deposits 169 139 Other Assets 208 125 Total Assets $6,761 $6,123 Liabilities and Shareholders' Equity: Deposits: Demand Deposits $246 2.39 $252 1.94 Savings Deposits 491 2.76 601 2.71 Time Deposits 3,375 5.65 2,817 5.95 Total Deposits 4,112 5.11 3,670 5.14 Short-Term Debt: Federal Funds Purchased and Repurchase Agreements 441 5.24 519 5.34 Commercial Paper 142 5.51 152 5.48 Short-Term Notes Payable 1 5.96 1 6.91 Total Short-Term Debt 584 5.31 672 5.37 Long-Term Debt 878 6.59 820 6.10 Total Interest Bearing Liabilities 5,574 5.37 5,162 5.32 Noninterest Bearing Deposits 489 397 Other Liabilities 172 129 Shareholders' Equity 526 435 Total Liabilities and Shareholders' Equity $6,761 $6,123 Net Interest Spread 3.36% 3.32% Net Interest Margin 4.04% 3.95% -14- Provident Bancorp, Inc. and Subsidiaries Consolidated Quarterly Nonperforming Assets (unaudited) (Dollars In Thousands) Table 3. Quarter Ended Mar. Dec. Sept. June Mar. 1997 1996 1996 1996 1996 Nonaccrual Loans: (1) Commercial Lending: Commercial and Financial $14,597 $14,164 $18,024 $14,283 $26,749 Mortgage 103 103 48 300 1,162 Construction 71 71 71 71 78 Lease Financing 4,980 3,973 2,653 2,720 2,664 Consumer Lending: Instalment - - - - - Residential 3,583 2,805 2,008 1,489 1,296 Lease Financing - - - - - Total Nonaccrual Loans 23,334 21,116 22,804 18,863 31,949 Renegotiated Loans (2) 526 786 787 551 558 Total Nonperforming Loans 23,860 21,902 23,591 19,414 32,507 Other Real Estate and Equipment Owned: Commercial 5,191 6,102 6,477 7,341 7,460 Closed bank branches - - - - - Residential 3,752 475 480 897 989 Multifamily - - - - 588 Land 1,615 15 660 661 663 Total 10,558 6,592 7,617 8,899 9,700 Total Nonperforming Assets $34,418 $28,494 $31,208 $28,313 $42,207 Loans 90 Days Past Due Still Accruing $11,848 $18,751 $19,989 $25,426 $31,178 Total Loans and Leases 5,071,712 5,311,448 5,047,441 4,996,007 4,890,020 Reserve for Loan and Lease Losses 68,371 66,693 63,665 61,169 60,966 Total Assets 6,780,351 6,829,088 6,483,920 6,428,464 6,243,785 Reserve for Loan and Lease Losses as a Percent of: Nonperforming Loans 286.55% 304.51% 269.87% 315.08% 187.55% Nonperforming Assets 198.65% 234.06% 204.00% 216.05% 144.45% Total Loans and Leases 1.35% 1.26% 1.26% 1.22% 1.25% Nonperforming Loans as a % of Total Loans and Leases .47% .41% .47% .39% .66% Nonperforming Assets as a Percent of: Total Loans, Leases and Other Real Estate .68% .54% .62% .57% .86% Total Assets .51% .42% .48% .44% .68% <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. -15- PART II - OTHER INFORMATION 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. -16- 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: May 7, 1997 \s\ John R. Farrenkopf John R. Farrenkopf Vice President and Chief Financial Officer -17-