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 September 30, 1998 No. 1-8019 P R O V I D E N T F I N A N C I A L G R O U 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 October 30, 1998 is 42,889,761. Please address all correspondence to: John R. Farrenkopf Vice President and Chief Financial Officer Provident Financial Group, Inc. One East Fourth Street Cincinnati, Ohio 45202 - 1 - PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) September 30, December 31, 1998 1997 (Unaudited) ASSETS Cash and Noninterest Bearing Deposits $202,240 $274,521 Federal Funds Sold and Reverse Repurchase Agreements 36,000 1,720 Trading Account Securities 98,761 - Investment Securities Available for Sale (amortized cost - $1,600,102 and $1,371,303) 1,608,520 1,371,507 Loans and Leases (Net of Unearned Income): Commercial Lending: Commercial and Financial 3,380,275 2,733,556 Mortgage 446,994 469,505 Construction 395,704 305,150 Lease Financing 179,399 340,302 Consumer Lending: Instalment 734,060 624,340 Residential - Held for Sale 93,934 136,183 Lease Financing 449,156 442,806 Total Loans and Leases 5,679,522 5,051,842 Reserve for Loan and Lease Losses (76,445) (71,980) Net Loans and Leases 5,603,077 4,979,862 Premises and Equipment 225,766 183,854 Other Assets 506,453 312,195 $8,280,817 $7,123,659 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Deposits: Noninterest Bearing $540,054 $605,166 Interest Bearing 4,562,346 4,091,132 Total Deposits 5,102,400 4,696,298 Short-Term Debt 1,172,458 806,125 Long-Term Debt 890,365 688,157 Guaranteed Preferred Beneficial Interests in Company's Junior Subordinated Debentures 98,863 98,817 Accrued Interest and Other Liabilities 291,603 197,001 Total Liabilities 7,555,689 6,486,398 Shareholders' Equity: Preferred Stock, 5,000,000 Shares Authorized, Series D, 70,272 Issued 7,000 7,000 Common Stock, No Par Value, 110,000,000 Shares Authorized, 43,324,423 and 42,325,882 Issued 12,773 12,482 Capital Surplus 221,251 196,617 Retained Earnings 489,482 417,360 Reserve for Retirement of Capital Securities - 3,667 Treasury Stock, 253,000 Shares (10,850) - Unrealized Gain on Marketable Securities (net of deferred income taxes) 5,472 135 Total Shareholders' Equity 725,128 637,261 $8,280,817 $7,123,659 - 2 - PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) (In Thousands, Except Per Share Amounts) Three Months Ended Nine Months Ended September 30, September 30, 1998 1997 1998 1997 Interest Income: Interest and Fees on Loans and Leases $138,310 $124,683 $388,798 $366,223 Interest on Investment Securities: Taxable 23,348 21,677 72,371 58,892 Exempt From Federal Income Taxes 37 86 180 213 23,385 21,763 72,551 59,105 Other Interest Income 3,257 66 5,088 706 Total Interest Income 164,952 146,512 466,437 426,034 Interest Expense: Interest on Deposits: Savings and Demand Deposits 13,375 7,609 36,602 17,859 Time Deposits 42,538 49,663 129,237 147,342 Total Interest on Deposits 55,913 57,272 165,839 165,201 Interest on Short-Term Debt 22,355 11,234 53,547 26,969 Interest on Long-Term Debt 10,841 10,359 32,374 32,806 Interest on Junior Subordinated Debentures 2,166 2,166 6,497 6,497 Total Interest Expense 91,275 81,031 258,257 231,473 Net Interest Income 73,677 65,481 208,180 194,561 Provision for Loan and Lease Losses 9,500 9,500 19,500 35,500 Net Interest Income After Provision for Loan and Lease Losses 64,177 55,981 188,680 159,061 Noninterest Income: Service Charges on Deposit Accounts 6,878 6,331 20,079 18,238 Other Service Charges and Fees 9,346 6,281 38,147 25,887 Operating Lease Income 9,487 6,616 27,946 18,615 Gain on Sales of Loans and Leases 25,807 25,635 60,356 59,343 Security Gains 4,061 1,196 9,777 4,449 Other 1,149 2,158 6,959 9,023 Total Noninterest Income 56,728 48,217 163,264 135,555 Noninterest Expense: Compensation: Salaries 26,840 20,827 76,963 59,284 Benefits 3,228 3,160 11,537 9,634 Profit Sharing 1,425 1,709 3,899 4,876 Depreciation on Operating Lease Equipment 5,503 4,601 16,027 12,762 Occupancy 4,628 3,516 12,539 8,862 Equipment Expense 5,755 3,989 14,769 10,874 Professional Fees 4,958 3,660 13,272 10,389 Charges and Fees 4,008 4,023 10,009 10,458 Marketing 2,122 1,694 7,446 5,577 Other 12,488 11,619 40,029 30,965 Total Noninterest Expense 70,955 58,798 206,490 163,681 Earnings Before Income Taxes 49,950 45,400 145,454 130,935 Applicable Income Taxes 17,450 15,898 50,554 45,926 Net Earnings $32,500 $29,502 $94,900 $85,009 Net Earnings Per Common Share: Basic $.75 $.71 $2.20 $2.07 Diluted .72 .67 2.11 1.95 Average Basic Shares 43,095 41,152 42,912 40,855 Average Diluted Shares 45,033 43,967 45,009 43,519 - 3 - PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) (In Thousands) Reserve for Unrealized Retirement Gains (Losses) Preferred Common Capital Retained of Capital Treasury on Marketable Comprehensive Stock Stock Surplus Earnings Securities Stock Securities Income(1) Balance at January 1, 1997 $7,000 $11,973 $160,586 $326,599 $6,667 $- $3,980 Net Earnings 85,009 $85,009 Dividends Paid on: Preferred Stock (514) Common Stock (21,196) Allocation for Retirement of Capital Securities (833) 833 Retirement of Capital Securities 4,000 (4,000) Exercise of Stock Options 108 7,508 Acquisitions 262 15,771 2,701 143 Change in Unrealized Gains (Losses) on Marketable Securities 87 87 Other 81 6 87 Balance at September 30, 1997 $7,000 $12,343 $183,946 $395,772 $3,500 $- $4,210 $85,183 Balance at January 1, 1998 $7,000 $12,482 $196,617 $417,360 $3,667 $- $135 Net Earnings 94,900 $94,900 Dividends Paid on: Preferred Stock (593) Common Stock (25,852) Allocation for Retirement of Capital Securities (333) 333 Retirement of Capital Securities 4,000 (4,000) Exercise of Stock Options 291 24,348 Purchase of Treasury Stock (10,850) Change in Unrealized Gains (Losses) on Marketable Securities 5,337 5,337 Realization of Deferred Tax Benefit 286 286 Balance at September 30, 1998 $7,000 $12,773 $221,251 $489,482 $- ($10,850) $5,472 $100,523 <FN> (1) Comprehensive income for the three months ended September 30, 1998 and 1977 was $39,949,000 and $32,034,000, respectively. - 4 - PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In Thousands) Nine Months Ended September 30, 1998 1997 Operating Activities: Net Earnings $94,900 $85,009 Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities: Provision for Loan and Lease Losses 19,500 35,500 Amortization of Goodwill 1,279 1,231 Amortization of Unearned Income and Other (54,984) (55,961) Depreciation of Premises and Equipment 28,177 21,272 Realized Investment Security Gains (9,777) (4,449) Proceeds from Sale of Loans Held for Sale 908,362 943,143 Origination of Loans Held for Sale (901,598) (672,980) Realized Gains on Residential Loans Held for Sale (31,876) (45,591) Realized Gains on Sale of Other Loans and Leases (28,480) (13,752) Increase in Trading Account Securities (98,761) - Increase in Interest Receivable (5,664) (342) Increase in Other Assets (189,873) (28,947) Increase in Interest Payable 9,228 10,264 Increase in Other Liabilities 87,072 16,687 Net Cash Provided By (Used In) Operating Activities (172,495) 291,084 Investing Activities: Investment Securities Available for Sale: Proceeds from Sales 3,056,006 1,209,958 Proceeds from Maturities and Prepayments 566,411 105,760 Purchases (3,773,460) (1,529,466) Proceeds from Sale-Leaseback Transactions 170,600 230,000 Net Increase in Loans and Leases (772,506) (139,749) Net Increase in Operating Lease Equipment (47,689) (33,856) Net Increase in Premises and Equipment (22,400) (14,993) Net Cash and Cash Equivalents Received in Acquisitions - 13,690 Net Cash Used In Investing Activities (823,038) (158,656) Financing Activities: Net Increase in Deposits 406,102 209,552 Net Increase (Decrease) in Short-Term Debt 366,333 (64,069) Principal Payments on Long-Term Debt (43,244) (204,859) Proceeds From Issuance of Long-Term Debt 240,711 1,764 Cash Dividends Paid (26,445) (21,710) Purchase of Treasury Stock (10,850) - Proceeds from Sale of Common Stock 24,639 7,616 Net Increase in Other Equity Items 286 87 Net Cash Provided By (Used In) Financing Activities 957,532 (71,619) Increase (Decrease) in Cash and Cash Equivalents (38,001) 60,809 Cash and Cash Equivalents at Beginning of Period 276,241 278,747 Cash and Cash Equivalents at End of Period $238,240 $339,556 Supplemental Disclosures of Cash Flow Information: Cash Paid for: Interest $249,030 $221,210 Income Taxes 22,000 25,000 Non-Cash Activity: Transfer of Loans and Premises and Equipment to Other Real Estate 1,596 12,543 Interest-Only Securities Created from the Sale of Residential Loans 67,361 70,969 Common Stock Issued To Acquire Business - 7,152 - 5 - PROVIDENT FINANCIAL GROUP, 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 Financial Group, Inc.'s 1997 annual report on Form 10-K filed with the Securities and Exchange Commission. Basis of Presentation The consolidated financial statements include the accounts of Provident Financial Group, 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. Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" establishes standards for the reporting of comprehensive income and its components. Comprehensive income includes net income and certain items that are reported directly within a separate component of stockholders' equity and bypass net income. The provisions of this SFAS became effective with 1998 interim reporting and is disclosed within the Consolidated Statements of Changes in Shareholders' Equity. Implementation of this statement had no impact on net earnings or shareholders' equity. Prior periods have been restated to conform to the current presentation. Guaranteed Preferred Beneficial Interests in Company's Junior Subordinated Debentures In 1996, Provident Financial established Provident Capital Trust I. Capital Trust issued $100 million of preferred Capital Securities to the public and $3.1 million of common to Provident Financial. Proceeds from the issuance of the capital securities were invested in Provident Financial's 8.60% Junior Subordinated Debentures, due 2026. Provident Financial fully guarantees the Capital Securities. The sole assets (excluding interest receivable on the Debentures, prepaid expenses and receivables) of Capital Trust are the Debentures. - 6 - Restricted Assets During 1997 and 1998, Provident Financial formed Provident Auto Leasing Company, Provident Auto Rental Corporation and Provident Lease Receivables Corporation. Auto Leasing was created to avoid the administrative difficulty and expense associated with retitling leased vehicles in connection with the financing or transfer of beneficial ownership of automobile and light duty trucks subject to leases. Auto Rental's purpose is limited to the securitization and sale of leased vehicles to investors under sale-leaseback transactions. Lease Receivables' function is limited to the sale of equipment leases while retaining the servicing rights. Auto Leasing, Auto Rental and Lease Receivables are legal entities and each maintains books and records with respect to its assets and liabilities. The assets of these subsidiaries, totaling $329.4 million, are not available to secure financing or otherwise satisfy claims of creditors of Provident Financial or any of its other subsidiaries. In order to optimize after tax yields, leased vehicles have been sold in sale-leaseback transactions where the vehicle, lease contract and residual insurance are transferred to Auto Rental, and subsequently, to a securitization trust. No gain or loss is recognized on these transactions at the time of sale. Stock Options Options to purchase 823,125 shares of Provident Financial Common Stock were granted during the first nine months of 1998. The options have exercise prices ranging from $42.44 to $54.47. Off-Balance Sheet Financial Agreements In the normal course of business, Provident Financial 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 September 30, 1998, these off-balance sheet instruments consisted of standby letters of credit of $132.4 million, commitments to extend credit of $2.3 billion and interest rate swaps with a notional amount of $1.8 billion. - 7 - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward Looking Statements Provident Financial publishes forward-looking statements relating to such matters as anticipated financial performance, business prospects, new banking and financial service products, Year 2000 issues and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Provident Financial notes that a variety of factors could cause its actual results and experiences to differ materially from the anticipated results or other expectations expressed in its forward-looking statements. These risks and uncertainties include, without limitation, changes in interest rates, developments in the economies served by Provident Financial, changes in anticipated credit quality trends, changes in accounting, tax or regulatory practices or requirements and other factors noted in conjunction with forward looking statements. Forward-looking statements speak only as of the date made. Provident undertakes no obligations to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made. Results of Operations Summary Provident Financial's net earnings for the third quarter of 1998 were $32.5 million compared to $29.5 million for the third quarter of 1997. Net interest income increased by $8.2 million, or 13%, over the comparable period in 1997. The provision for loan and lease losses was $9.5 million for both periods. Noninterest income increased $8.5 million, or 18%, primarily due to increases in other service charges and fees, operating lease income and security gains. Noninterest expense increased $12.2 million, or 21%, primarily as a result of the continued expansion of Provident Consumer Financial Services, and expense related to operating leases and data processing. For the first nine months of 1998, Provident Financial's net earnings were $94.9 million, an increase of $9.9 million, or 12%, over the 1997 period. Net interest income increased by $13.6 million, or 7%, during the first three quarters of 1998 compared to the same period of 1997. The provision for loan and lease losses decreased $16.0 million from the 1997 period. Noninterest income increased $27.7 million, or 20%, while noninterest expense increased $42.8 million, or 26%. The reasons for the increases in noninterest income and expense are the same as those noted in the quarterly comparisons above. - 8 - The following ratios compare Provident Financial's annualized returns on average assets and average equity for the first nine months of 1998 to the year 1997: Nine Months Ended Year Ended September 30, 1998(1) December 31, 1997 Net Earnings to Average Assets 1.63% 1.67% Net Earnings to Average Shareholders' Equity 18.39% 20.32% <FN> (1) Net earnings for the nine months ended September 30, 1998 have been annualized. The ratio of noninterest expense to tax equivalent revenue ("efficiency ratio") was 57.1% for the first nine months of 1998 compared to 50.2% for the first nine months of 1997. For purposes of calculating the efficiency ratio, tax equivalent revenue excludes security gains or losses. The efficiency ratio has deteriorated during 1997 and 1998. As a result, management is taking initiatives to reduce operating expenses. Free Market Partners, a database marketing division of The Provident Bank, is being downsized and integrated into the Bank's retail division. The MeritValu program is being phased out as the outlook for profit is not satisfactory. The conforming mortgage division is changing its focus from national markets to Provident Financial's regional markets only. Nine supermarket branches which overlapped traditional branches were closed. In addition, a consulting firm has been employed to explore other ways to reduce costs, increase fee income, otherwise enhance earnings through such means as improved float management, liquidity, compensating balances and working capital, and to redeploy resources to enhance revenues. As a result of these and other efforts, third quarter operating expenses were essentially unchanged from those of the second quarter. Nonperforming assets as of September 30, 1998 were $46.6 million, a decrease of $12.6 million compared to December 31, 1997. The ratio of nonperforming assets to total loans, leases and other real estate owned was 0.82% at September 30, 1998, compared to 1.17% at December 31, 1997. Lines of Business For management reporting purposes, Provident Financial has eight major lines of business based on its management structure. Financial results are determined based on an assignment of balance sheet and income statement items to each business line. Activity-based costing is used to allocate expenses for centrally provided services. Matched maturity transfer pricing is used to allocate interest income and expense among the business lines. - 9 - The following table presents a summary of net earnings and managed earning assets by business line for the first nine months of 1998: Net Provision Non- Non- Managed Interest for Loan Interest Interest Net Earning Income Losses Income Expense Earnings Assets (In Millions) Commercial: Capital Corp $23.9 $.6 $15.0 $4.7 $23.9 $696.2 Commercial Banking 55.4 6.4 4.7 30.1 18.5 2,040.9 Commercial Mortgage 19.9 (.5) .2 2.8 13.0 908.9 Information Leasing 9.3 2.6 23.2 13.6 10.9 266.1 Equipment Leasing 3.5 1.8 20.0 12.9 6.5 497.1 Retail: Consumer Financial Services 4.0 .1 35.9 30.5 7.3 1,692.1 Consumer Lending 30.0 12.9 15.2 28.1 5.6 1,827.7 Consumer Banking 44.7 .6 33.8 71.6 5.2 308.0 Other 17.5 (5.0) 15.3 12.2 4.0 1,595.6 $208.2 $19.5 $163.3 $206.5 $94.9 $9,832.6 A description of the lines of business follows: Commercial: Capital Corp is a national provider of capital to support middle market leveraged financing transactions. Types of financing provided include senior debt, to support leveraged financings such as management buyouts, recapitalizations, acquisitions and business expansions, asset-based financing and mezzanine financing. Commercial Banking is comprised of five business units: Commercial Banking, Business Banking, Warehouse Lending, Corporate Services and International Services. Commercial Banking provides traditional commercial lending products and services including working capital, term and asset-based financing. Business Banking provides specialized credit products and financial services directed to the needs of small business and their owners. Warehouse Lending provides short-term financing to mortgage originators and brokers. Corporate Services provides cash management and group banking products and services to a broad range of businesses nationwide. International Services provides letters of credit, purchase and sale of foreign exchange as well as documentary examination and negotiation in foreign trade matters. Commercial Mortgage provides a variety of loans and services to support the commercial real estate market primarily in Ohio and the vicinity. Products and services include: land acquisition and development loans; construction loans for residential and commercial developments; and long-term loans for multi-family projects, retail shopping centers, office buildings, warehouses, light industrial buildings and distribution facilities. - 10 - Information Leasing is a full service, small ticket equipment leasing company that focuses on establishing strategic relationships with high volume, quality equipment vendors and customers. Information Leasing generates its business through contractual vendor programs, master lease agreements, informal vendor relationships, acquiring transactions from other leasing concerns, and from additional equipment acquisitions from existing customers. Equipment Leasing provides lease and loan financing to commercial and industrial customers nationwide for the acquisition of equipment. Transactions include term loans, finance leases, operating leases and other specialized credit facilities. Asset types include corporate and commercial aircraft, construction, distribution, manufacturing and mining equipment, as well as transportation equipment such as trucks, tractors and freight containers. Retail: Consumer Financial Services originates conforming and nonconforming residential loans. Characteristics of the nonconforming loans include: 90% are "B" credit grade or better, 65% are full documentation and 10% are reduced documentation, 65% have prepayment penalties, 90% to 95% are secured by first mortgages, 90% are owner occupied and, on average, have a 75% to 80% loan-to- value ratio. Consumer Financial Services has an in-house mortgage servicing department and a network platform which permits the processing of nonconforming mortgage transactions on a national basis. Consumer Financial Services is licensed to operate in all 50 states. Generally, loans originated by Consumer Financial Services are sold through securitization or whole loan sales. Consumer Lending provides auto loans and leases, home equity and credit card lending and other lending services to consumers. These services are provided through third party financing arrangements, direct origination programs and retail branch offices. Consumer Lending distributes credit products to customers in Provident Financial's core banking markets and through regional direct marketing programs. Consumer Banking sells and services consumer and small business deposits, loans, trust and brokerage services, and investment products. The physical distribution includes a network of fifty- seven traditional branches, thirteen in-store branches and approximately 360 ATM's (after the installation of ATM's in Wal- mart and Sam's Club stores scheduled to occur during the fourth quarter) in Ohio and Kentucky markets. Recent initiatives include deposit product improvements, the introduction of a new indexed savings account, development and implementation of a comprehensive distribution plan and the introduction of a new logo, branch signage and merchandising. The new "Personal Banker" and "Simple Truth About Banking" concepts were introduced to the market in 1997 and will provide the foundation for future marketing strategies. - 11 - Other includes the results of Treasury Services and other smaller lines of business, along with the management of interest rate risk and the net effect of transfer pricing. Also included are any unallocated managed earning assets and income and expense of administrative and support functions that were not allocated to any of the other lines of business. 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 $13.6 million for the first nine months of 1998 over the comparable period in 1997. This increase resulted from a $17.3 million increase due to changes in volume more than offsetting the $3.7 million decrease 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 3.89% for the first nine months of 1998 as compared to 4.00% for the comparable period in 1997. Interest rate swaps increased the net interest margin by 12 basis points and 19 basis points during the first nine months of 1998 and 1997, respectively. In 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 are as follows: third quarter 1998 - $6.7 million, third quarter 1997 - $3.1 million, year- to-date 1998 - $15.1 million, and year-to-date 1997 - $11.3 million. Provision for Loan and Lease Losses The provision for loan and lease losses was $9.5 million for both the third quarter of 1998 and 1997, and $19.5 million and $35.5 million during the first nine months of 1998 and 1997, respectively. The decrease in the provision was primarily the result of lower net charge- offs incurred during the first nine months of 1998 as compared to the first nine months of 1997. - 12 - Noninterest Income Third Quarter 1998 Compared to Third Quarter 1997 Noninterest income increased $8.5 million during the third quarter of 1998 compared to the same quarter in 1997. Service charges on deposit accounts increased primarily as a result of increased fees received on corporate demand deposit accounts and ATM usage. The increase in other service charges and fees included a distribution from a partnership, in addition to increased revenue from mortgage loan servicing and brokerage operations. The growth in operating lease income is the result of the expansion of Equipment Leasing and Information Leasing lines of business, and the excess rental income received over that paid on leased vehicles. Detail of gain on sales of loans and leases is provided below. Security gains were recognized primarily on the sale of mortgage-backed securities. Other income decreased due primarily to the receipt of additional consideration in 1997 relating to a restructured loan, and losses on trading account securities during 1998. Nine Months Ended September 30, 1998 Compared to Nine Months Ended September 30, 1997 Noninterest income increased $27.7 million during the first nine months of 1998 compared to the same period in 1997. Service charges on deposit accounts, operating lease income, security gains and other changed for the same reasons given in the quarterly comparison. Other service charges and fees increased due to the recognition of gains and fees related to commercial lending, as well as for the reasons provided in the quarterly comparison. - 13 - Loan and Lease Sales Provident Financial securitizes and/or sells a portion of its loans and leases, while generally retaining the servicing of the loans and leases. The proceeds from these loan and lease sales permit Provident Financial to originate a higher volume of loans and leases than would normally be possible for a bank its size. The following provides detail of the gain on sales recognized during 1998 and 1997. Three Months Ended Nine Months Ended September 30, September 30, 1998 1997 1998 1997 (In Thousands) Gain/(Loss) Based on Cash Received: Equipment Lease Securitization $13,429 $- $13,429 $- Equipment Lease Residuals 808 257 6,016 667 Auto Lease Sales and Terminations 1,790 950 5,478 2,802 Conforming Residential Loan Sales Servicing Released 1,153 292 4,443 5,724 Credit Card Whole Loan Sales - - 3,485 - Other Consumer Loan Sales (58) 230 72 250 Nonconforming Whole Loan Sales 46 83 290 384 Gain/(Loss) Based on Interest-Only Security Received: Nonconforming Loan Securitizations 8,639 13,790 27,143 39,483 Open End Home Equity Securitization - 6,706 - 6,706 Closed End Home Equity Securitization - 3,327 - 3,327 $25,807 $25,635 $60,356 $59,343 Equipment leases were securitized and sold during the third quarter of 1998. The gain recognized was based on cash received, reduced by a $4.1 million provision for losses and $1.7 million of expenses incurred from the transaction. Provident Financial sells its residential loans originated by Consumer Financial Services. The following is a summary of selected nonconforming operational data for Consumer Financial Services for the past five quarters: Quarter Ended Sept. 1998 June 1998 Mar. 1998 Dec. 1997 Sept. 1997 (In Millions) Loan Originations $286.4 $226.2 $193.4 $266.2 $230.3 Loan Sales 277.5 239.2 207.8 255.2 233.2 Gain on Sale of Loans 8.7 10.8 8.0 10.2 13.8 - 14 - Included in "Investment Securities Available for Sale" are interest- only securities representing the present value of net cash flows due Provident Financial from loan securitizations and sales. Components of the interest-only securities and the underlying assumptions follow (dollars in thousands): Closed-End Closed-End Open-End Nonconforming Conforming Conforming Estimated Cash Flows of Underlying Loans, Net of Payments to Certificate Holders $242,799 $4,685 $8,390 Less: Off-Balance Sheet Allowance for Loan Losses (37,989) (595) (504) Servicing Costs and Insurance Premiums (28,956) (813) (1,333) Discount to Present Value (38,587) (418) (933) Carrying Value of Residual Interest Securities $137,267 $2,859 $5,620 Assumptions Used (Weighted Average) Prepayment Speed (initial) 9.50% 15.00% n/a Prepayment Speed (levels to) 28.40 15.00 n/a Repayment Rate (overall) n/a n/a 40.00% Provision for Loan Losses (annual basis) 1.06 0.30 0.15 Provision for Loan Losses (% of original balance) 3.36 0.79 0.30 Discount Rate 11.62 9.36 9.23 For securitizations prior to 1998, an allowance for loan loss was funded from future cash flows of the underlying loans, net of interest payments to the security holders. Beginning in 1998, an allowance for loan losses is funded at the time of each securitization. The funds are placed in a deposit account at Provident Bank for the benefit of the Trust. As of September 30, 1998, the allowance on the 1998 securitizations was $16.0 million. Noninterest Expense Third Quarter 1998 Compared to Third Quarter 1997 Noninterest expense increased $12.2 million during the third quarter of 1998 when compared to 1997. Compensation expense increased primarily as a result of the expansion of Consumer Financial Services and the acquisition of the Florida banks. The larger volume of operating leases originated by Equipment Leasing and Information Leasing has resulted in the higher depreciation expense of operating lease equipment. Occupancy expense increased primarily in the Consumer Financial Services area. Equipment expense increased primarily due to the purchase of data processing and voice communications equipment. Professional fees have increased primarily in the area of consumer lending. Marketing costs increased primarily due to solicitation efforts for retail products services. Higher data processing and communications expense were the primary reasons for the increase in other expense. - 15 - Nine Months Ended September 30, 1998 Compared to Nine Months Ended September 30, 1997 Noninterest expense increased $42.8 million during the first nine months of 1998 compared to the same period in 1997. Compensation, depreciation on operating leases, equipment expense, professional fees and other expense increased for the same reasons as given in the quarterly comparison. Occupancy expense increased primarily in the areas of Consumer Financial Services and Retail. Advertising of Retail, as well as Consumer Financial Services, resulted in the higher marketing costs. Financial Condition Short-Term Investments and Investment Securities Federal funds sold and reverse repurchase agreements increased $34.3 million since December 31, 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, any remainder is placed in overnight federal funds. Beginning in 1998, Provident Financial began purchasing securities with the intention of recognizing short-term profits. These securities are carried at fair value with realized and unrealized gains and losses reported in other noninterest income. As of September 30, 1998 Provident Financial held $98.8 million in trading account securities. Securities purchased with the intention of being held for indefinite periods of time are classified as investment securities available for sale. This category of securities increased $237.0 million during 1998 as more funds were invested in this manner. Loans and Leases Total loans and leases increased $627.7 million during 1998 reflecting commercial loan growth of $646.7 million. Commercial and consumer lease financing, along with residential loans decreased due to loan and lease sales or sale-leaseback arrangements. Nonconforming residential loans and commercial leases securitized during 1998 totaled $710.0 million and $211.3 million, respectively. Auto leases were removed from the balance sheet via a sale-leaseback transaction totaling $170.6 million. - 16 - The following table shows the composition of the commercial and financial loan category by industry type at September 30, 1998 (dollars in millions): Amount on Type Amount % Nonaccrual Manufacturing $673.6 20 $8.3 Service Industries 564.6 17 2.5 Real Estate Operators/Investment 353.6 10 1.2 Residential Warehouse Lending 332.8 10 - Wholesale Trade 288.3 8 2.0 Retail Trade 270.5 8 2.6 Finance & Insurance 190.6 6 .8 Transportation/Utilities 177.8 5 .9 Construction 127.7 4 .1 Automobile Dealers 85.0 3 - Other(1) 315.8 9 2.3 Total $3,380.3 100 $20.7 (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 September 30, 1998 is shown in the following table (dollars in millions): Amount on Type Amount % Nonaccrual Shopping/Retail $188.4 22 $.3 Residential Development 171.6 20 - Office/Warehouse 169.4 20 - Apartments 116.6 14 - Land 34.5 4 - Auto Sales and Service 27.0 3 - Industrial Plants 14.7 2 - Hotels/Motels 14.7 2 - Churches 12.5 1 - Health Facilities 4.0 1 - Mobile Home Parks .8 - - Other Commercial Properties 88.5 11 - Total $842.7 100 $.3 Provident Financial maintains a reserve for loan and lease losses to absorb potential losses in its 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. The reserve is maintained at a level which management considers to be adequate to absorb future loan and lease losses. Reserve adjustments needed for charge-offs or risk characteristics in the lending portfolio are made through changes to the provision for loan and lease losses. 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. - 17 - The following table shows the progression of the reserve for loan and lease losses (in thousands): 1998 1997 Balance at January 1 $71,980 $66,693 Provision for Loan and Lease Losses 19,500 35,500 Acquired Reserves - 1,816 Loans and Leases Charged Off (23,133) (36,544) Recoveries 8,098 7,777 Balance at September 30 $76,445 $75,242 Net charge-offs totaled $15.0 million during the first nine months of 1998 compared to $28.8 million for the same time period in 1997. During the first three quarters of 1998, net charge-offs for the commercial lending portfolio were $7.0 million, consisting primarily of commercial loans and equipment leases. Net charge-offs for the consumer lending portfolio were $8.0 million consisting principally of auto loans and leases and credit card lending. As a percentage of total loans and leases outstanding, the reserve was 1.35% at September 30, 1998 compared to 1.42% at December 31, 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 decreased $12.6 million during the first nine months of 1998. Nonaccrual loans decreased $11.0 million due primarily to three loans being brought current and one loan being restructured, which was partially offset by two loans being added. Renegotiated loans increased $8.6 million due to the loan formerly on nonaccrual being restructured. Other real estate decreased $10.2 million due primarily to three commercial properties being sold. At September 30, 1998, nonperforming assets as a percentage of total loans, leases and other real estate was .82% compared to 1.17% at December 31, 1997. Premises and Equipment Premises and Equipment increased from $183.9 million at December 31, 1997 to $225.8 million at September 30, 1998. The 23% increase was primarily due to an increase in operating lease equipment by Equipment Leasing and Information Leasing. Other Assets Other assets increased $194.3 million, or 62%, during the first three quarters of 1998. The increase was due primarily to an increase in receivables arising from security sales traded but not settled until early October, and funds advanced to securitization trusts for over- collateralization, and deposited at Provident Bank. - 18 - Deposits Deposits increased $406.1 million from December 31, 1997 to September 30, 1998. The increase was a result of increased deposits in retail and corporate premium index accounts. Short-Term Debt Short-term debt increased $366.3 million, or 45%, to $1.2 billion during the first nine months of 1998. The increase was due primarily to the purchase of term and overnight federal funds. The amount of federal funds purchased was used primarily to fund the warehouse lending lines and to meet reserve requirements and customer needs. Long-Term Debt Long-term debt increased $202.2 million, or 29%, during the first three quarters of 1998. The increase is attributable to two additional advances totaling $225 million from the Federal Home Loan Bank ("FHLB"). One borrowing of $125 million has a fixed rate of 4.66% and matures in 2008, while the other borrowing of $100 million has a fixed rate of 5.39% and matures in 1999. This debt was necessary for Provident Financial to participate in affordable housing credit real estate transactions as certain levels of FHLB borrowings are required. Capital Resources and Adequacy During the first nine months of 1998, shareholders' equity increased $87.9 million, or 14%, to $725.1 million. The increase in equity was primarily the result of net income exceeding dividends paid and the exercise of stock options. Dividends of $25.9 million on common stock and $593,000 on preferred stock were paid in the first three quarters of 1998. In August 1998, Provident Financial announced that it would purchase up to 1 million shares, or approximately 2.3%, of its common stock. The purchases are to be made from time-to-time in open market or in privately negotiated transactions at the discretion of management. Shares purchased pursuant to the buy-back program will be used to fund various company benefit plans and for other corporate purposes. As of September 30, 1998, Provident Financial had purchased 253,000 shares. The following table of ratios is important to the analysis of the adequacy of capital resources. Nine Months Ended Year Ended September 30, 1998 December 31, 1997 Average Shareholders' Equity to Average Assets 8.88% 8.22% Preferred Dividend Payout to Net Earnings .62 .62 Common Dividend Payout to Net Earnings 27.24 25.62 Tier 1 Leverage Ratio 9.31 10.13 Tier 1 Capital to Risk-Weighted Assets 9.37 9.81 Total Risk-Based Capital To Risk-Weighted Assets 12.18 13.25 - 19 - Capital expenditures planned by Provident Financial for building improvements and furniture and equipment in 1998 are currently estimated to be approximately $27 million. Included in this amount are projected capital expenditures for the purchase or construction of computer equipment and software, office building renovations and branch enhancements. Through September 30, 1998, approximately $23 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. Provident Financial 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, federal funds sold and trading account securities. Another source is the generation of new deposits. Provident Financial may borrow both short-term and long-term funds. Provident Financial 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 Provident Financial 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 September 30, 1998 by its banking subsidiaries was approximately $268.5 million. The Parent has not received any dividends from its subsidiaries during the first nine months of 1998. An annual dividend of $51 million has been declared to be paid from The Provident Bank in November, 1998. At September 30, 1998, the Parent had $231.3 million of short-term commercial paper outstanding. A portion of commercial paper proceeds was used to fund investment securities. 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 September 30, 1998. The Parent had approximately $140.0 million in cash, interest earning deposits and federal funds sold at September 30, 1998. Year 2000 Compliance The Year 2000 Issue arose because many existing computer programs use only two digits to identify a year in the date field. These programs were designed and developed without considering the impact of the upcoming change in the century. If not corrected, many computer applications could fail or create erroneous results before, during and after January 1, 2000. - 20 - Provident Financial has been actively addressing the Year 2000 Issue since 1996 as it could result in an interruption in certain normal business activities or operations. Such interruptions could materially affect Provident Financial's results of operations, liquidity and financial condition. Due to the general uncertainty inherent in the Year 2000 issue, including third party vendors and customers, Provident Financial is unable to determine at this time whether Year 2000 failures will significantly affect Provident Financial's results of operations, liquidity and financial condition. Steps taken by Provident Financial are expected to significantly reduce the level of uncertainty about the Year 2000 issues. It is management's estimate that it will cost a total of $10 million to correct all of its application systems. Since inception, Provident Financial has expensed $5.3 million for the correction of this problem. The following summarizes its Year 2000 readiness. Mainframe Applications: Provident Financial has completed the Year 2000 code remediation and implemented the changes into production. Additionally, all third-party upgrades required to ensure Year 2000 compliance have been installed. Though Provident Financial has performed future date testing at an application level throughout the conversion and upgrade process, a fully integrated systems Millennium Verification Test has been scheduled offsite in the fourth quarter of 1998. PC Applications: Provident Financial has established a Year 2000 PC test lab for verification of PC software applications, spreadsheets and databases. Plans call for date simulated testing to be completed on vendor purchased software, and Provident Financial written spreadsheets and databases by the end of the first quarter of 1999. As of September 30, 1998, 42% of the software has been tested to ensure Year 2000 compliance. Environmental/Embedded Systems: Provident Financial has solicited, and received from vendors, the Year 2000 compliance information on its environmental and other embedded systems. To assist in testing these systems within the various facilities owned or leased, Provident Financial has secured the services of an outside provider. This project is currently on target to meet a June, 1999 deadline. Third Party Interdependencies: Provident Financial has solicited, and continues to monitor, the readiness of all third party interdependencies. Testing has begun with our main interface, the Federal Reserve Bank, to verify our ACH, wire and daily cash settlement activity. Remaining Year 2000 compliance testing is scheduled to be completed during the first quarter of 1999. Vendors/Customers: Letters and questionnaires have been sent out to significant vendors and borrowers of Provident Financial. Both vendor and customer responses are being actively monitored and updated on an on-going basis. - 21 - Contingency Plans: Year 2000 business resumption contingency plans have been developed and documented. These plans are designed to focus on Provident Financial's processes for achieving Year 2000 readiness with the assumption that all business processes, functions and applications will fail during the Year 2000 date change. These plans define processes and comprehensive procedures covering company-wide contingency strategies, financial business center sales and services, and individual business units necessary to assuring continuity or resumption of business operations in the event of Year 2000 disruptions. Master listings of external dependencies and interfaces including corporate customers, vendors, service providers, infrastructure and information sources are provided for within these plans. - 22 - Provident Financial Group, Inc. and Subsidiaries Condensed Consolidated Statements Of Earnings (unaudited) (In Thousands) Table 1. Quarter Ended Nine Months Ended Sept. Sept. Sept. Sept. 1998 1997 1998 1997 Total Interest Income $164,952 $146,512 $466,437 $426,034 Taxable Equivalent Adjustment 58 89 216 253 Taxable Equivalent Interest Income 165,010 146,601 466,653 426,287 Total Interest Expense 91,275 81,031 258,257 231,473 Net Interest Income 73,735 65,570 208,396 194,814 Provision for Loan and Lease Losses 9,500 9,500 19,500 35,500 Taxable Equivalent Net Interest Income After Provision for Loan and Lease Losses 64,235 56,070 188,896 159,314 Noninterest Income 56,728 48,217 163,264 135,555 Noninterest Expense 70,955 58,798 206,490 163,681 Taxable Equivalent Earnings Before Income Taxes 50,008 45,489 145,670 131,188 Applicable Income Taxes 17,450 15,898 50,554 45,926 Taxable Equivalent Adjustment 58 89 216 253 Net Earnings $32,500 $29,502 $94,900 $85,009 Net Earnings Applicable to Common Stock $32,303 $29,304 $94,307 $84,495 - 23 - Provident Financial Group, Inc. and Subsidiaries Consolidated Average Balances, Rates and Yields On a Fully Taxable Equivalent Basis (unaudited) (Dollars In Millions) Table 2. Quarter Ended Nine Months Ended Sept. 30, 1998 Sept. 30, 1997 Sept. 30, 1998 Sept. 30, 1997 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 $3,290 9.21% $2,607 9.13% $3,064 9.28% $2,494 9.26% Mortgage 447 10.06 505 9.32 447 9.49 502 9.25 Construction 374 8.77 301 8.83 340 8.86 289 8.80 Lease Financing 378 9.42 276 10.69 358 10.88 255 10.98 Consumer Lending: Instalment 690 9.91 850 10.25 647 10.05 878 9.92 Residential 206 8.78 169 7.87 215 8.92 265 8.23 Lease Financing 559 8.25 689 7.76 500 8.01 650 7.68 Total Loans and Leases 5,944 9.24 5,397 9.17 5,571 9.34 5,333 9.18 Investment Securities: Taxable 1,475 6.28 1,287 6.68 1,509 6.41 1,163 6.77 Tax-Exempt 3 8.25 7 7.36 5 7.45 7 6.02 Total Investment Securities 1,478 6.29 1,294 6.69 1,514 6.41 1,170 6.76 Trading Account Securities 93 5.50 - - 63 5.51 - - Federal Funds Sold and Reverse Repurchase Agreements 33 5.57 3 5.62 24 5.54 15 6.48 Total Earning Assets 7,548 8.67 6,694 8.69 7,172 8.70 6,518 8.74 Cash and Noninterest Bearing Deposits 193 164 189 147 Other Assets 377 205 388 203 Total Assets $8,118 $7,063 $7,749 $6,868 Liabilities and Shareholders' Equity: Deposits: Demand Deposits $259 2.22 $241 2.15 $265 2.19 $241 2.22 Savings Deposits 1,154 4.10 673 3.71 1,032 4.18 577 3.21 Time Deposits 2,948 5.73 3,399 5.80 3,019 5.72 3,431 5.74 Total Deposits 4,361 5.09 4,313 5.27 4,316 5.14 4,249 5.20 Short-Term Debt: Federal Funds Purchased and Repurchase Agreements 1,335 5.64 640 5.51 1,048 5.57 503 5.40 Commercial Paper 232 5.76 155 5.97 228 5.76 151 5.81 Short-Term Notes Payable 2 5.55 2 5.24 2 5.88 2 5.43 Total Short-Term Debt 1,569 5.65 797 5.60 1,278 5.60 656 5.50 Long-Term Debt 703 6.12 647 6.35 687 6.30 697 6.30 Junior Subordinated Debentures 99 8.69 99 8.70 99 8.79 99 8.79 Total Interest Bearing Liabilities 6,732 5.38 5,856 5.49 6,380 5.41 5,701 5.43 Noninterest Bearing Deposits 548 460 537 449 Other Liabilities 114 175 144 168 Shareholders' Equity 724 572 688 550 Total Liabilities and Shareholders' Equity $8,118 $7,063 $7,749 $6,868 Net Interest Spread 3.29% 3.20% 3.29% 3.31% Net Interest Margin 3.88% 3.89% 3.89% 4.00% - 24 - Provident Financial Group, Inc. and Subsidiaries Consolidated Quarterly Nonperforming Assets (unaudited) (Dollars In Thousands) Table 3. Quarter Ended Sept. June Mar. Dec. Sept. 1998 1998 1998 1997 1997 Nonaccrual Loans: (1) Commercial Lending: Commercial and Financial $20,719 $42,413 $32,746 $37,800 $28,551 Mortgage 335 335 335 335 553 Construction - - - 27 87 Lease Financing 10,732 11,862 7,046 4,798 5,481 Consumer Lending: Instalment - - - - 14 Residential 3,674 3,314 3,287 3,459 2,239 Lease Financing - - - - - Total Nonaccrual Loans 35,460 57,924 43,414 46,419 36,925 Renegotiated Loans (2) 8,950 9,196 9,327 377 257 Total Nonperforming Loans 44,410 67,120 52,741 46,796 37,182 Other Real Estate and Equipment Owned: Commercial 989 2,247 4,330 11,207 11,088 Residential 1,131 983 1,124 1,079 1,662 Land 91 91 92 110 15 Total 2,211 3,321 5,546 12,396 12,765 Total Nonperforming Assets $46,621 $70,441 $58,287 $59,192 $49,947 Loans 90 Days Past Due Still Accruing $13,443 $10,058 $17,109 $9,811 $10,504 Total Loans and Leases 5,679,522 5,588,006 5,265,159 5,051,842 5,105,578 Reserve for Loan and Lease Losses 76,445 75,472 72,837 71,980 75,242 Total Assets 8,280,817 7,801,614 7,699,935 7,123,659 7,079,578 Reserve for Loan and Lease Losses as a Percent of: Nonperforming Loans 172.13% 112.44% 138.10% 153.82% 202.36% Nonperforming Assets 163.97% 107.14% 124.96% 121.60% 150.64% Total Loans and Leases 1.35% 1.35% 1.38% 1.42% 1.47% Nonperforming Loans as a % of Total Loans and Leases .78% 1.20% 1.00% .93% .73% Nonperforming Assets as a Percent of: Total Loans, Leases and Other Real Estate .82% 1.26% 1.11% 1.17% .98% Total Assets .56% .90% .76% .83% .71% <FN> (1) Provident Financial 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. - 25 - PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits filed: Exhibit 10 - Material Contract Exhibit 27.1 - Financial Data Schedule for September 30, 1998 Exhibit 27.2 - Restated Financial Data Schedule for September 30, 1997 All other items required in Part II of this form have been omitted since they are not applicable or not required. - 26 - 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 Financial Group, Inc. Registrant Date: November 13, 1998 \s\ John R. Farrenkopf John R. Farrenkopf Vice President and Chief Financial Officer - 27 -