-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D1Bz091YiuTI0a+pqw11qWoqgbTF3Wkduq7W1mXswCuPP+EOpLi4hntWIFxexpsh xRELMl/eXHmVKSPmPovuQg== 0000943374-04-001191.txt : 20041216 0000943374-04-001191.hdr.sgml : 20041216 20041216162435 ACCESSION NUMBER: 0000943374-04-001191 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041001 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041216 DATE AS OF CHANGE: 20041216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENT BANCORP INC/NY/ CENTRAL INDEX KEY: 0001070154 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 800091851 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25233 FILM NUMBER: 041208580 BUSINESS ADDRESS: STREET 1: 400 RELLA BLVD CITY: MONTEBELLO STATE: NY ZIP: 10901 BUSINESS PHONE: 8453698040 8-K/A 1 form8ka_121604.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2004 PROVIDENT BANCORP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-25233 80-0091851 -------- ------- ---------- (State or Other Jurisdiction (Commission File No.) (I.R.S. Employer of Incorporation) Identification No.) 400 Rella Boulevard, Montebello, New York 10901 - ----------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (845) 369-8040 -------------- Not Applicable -------------- (Former name or former address, if changed since last report) Item 2.01 Acquisition or Disposition of Assets ------------------------------------ On October 1, 2004, Provident Bancorp, Inc. (the "Company") completed its acquisition of Warwick Community Bancorp, Inc. ("WCBI") and its wholly-owned subsidiaries, The Warwick Savings Bank, The Towne Center Bank and Hardenburgh Abstract Company. As part of the acquisition, WCBI stockholders who elected to receive all cash or indicated "No Preference" received consideration of $32.26 in cash for each of their WCBI shares. Shareholders who elected to receive all stock received 2.7810 shares of common stock of the Company for 99.89% of their shares of common stock of WCBI and $32.26 in cash for each of the remaining 0.11% of their shares. Shareholders who elected to receive cash and shares of common stock of the Company received $32.26 in cash for the cash portion of their election, 2.7810 shares of common stock of the Company for 99.89% of their stock election shares and $32.26 in cash for each of the remaining 0.11% of their stock election shares. Cash was issued in lieu of fractional shares at a rate of $11.612 per whole share. The aggregate purchase price for the transaction was approximately $147.2 million. The transaction was accounted for using the purchase method. Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ (a) The financial statements required by this item have been previously filed. (b) Pro Forma Financial Information The unaudited pro forma condensed combined financial statements attached as Exhibit 99 ("pro forma financial statements") are based on the historical financial statements of WCBI and the Company and have been prepared to illustrate the effect of the acquisition. The unaudited pro forma condensed combined balance sheet as of September 30, 2004 as Exhibit 99 is based on the audited historical consolidated balance sheet of the Company and the unaudited historical consolidated balance sheet of WCBI at that date, assuming that the acquisition had been consummated on September 30, 2004 and accounted for using the purchase method of accounting. The unaudited pro forma income statements reflect the combination of the historical results of operations of the Company and WCBI for the year ended September 30, 2004 and for the year ended December 31, 2003. The unaudited pro forma income statements give effect to the acquisition using the purchase method of accounting and assume that (1) the acquisition occurred as of the beginning of the respective periods presented, and (2) the amount of initial goodwill equaled the amount reflected in the unaudited pro forma condensed combined balance sheet as of September 30, 2004. These pro forma financial statements should be read in conjunction with the historical consolidated financial statements and related notes contained in the Company's September 30, 2004 Form 10-K; and in WCBI's December 31, 2003 Form 10-K. The combined company expects to achieve benefits from the acquisition including operating cost savings and revenue enhancements. These pro forma financial statements do not reflect any potential cost savings or revenue enhancements that are expected to result from the combination of the operations of the Company and WCBI and, accordingly, may not be indicative of the results of future operations. No assurances can be given with respect to the ultimate level of cost savings or revenue enhancements to be realized. As a result, these pro forma financial statements are not necessarily indicative of either the results of operations or financial condition that would have been achieved had the acquisition in fact occurred on the date indicated, nor do they purport to be indicative of the results of operations or financial condition that may be achieved in the future by the combined company. SIGNATURE 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, hereunto duly authorized. PROVIDENT BANCORP, INC. Date: December 15, 2004 By: \s\ Paul A. Maisch --------------------------- Paul A. Maisch Senior Vice President and Chief Financial Officer EXHIBIT INDEX The following exhibit is filed as part of this report: Exhibit No. Description ----------- ----------- 99 Unaudited pro forma financial statements EX-99 2 form8ka_ex99-121604.txt PROVIDENT BANCORP, INC. Pro Forma Balance Sheet September 30, 2004
PBI WCBI Purchase Note Combined Consolidated Consolidated Adjustments # Pro Forma Assets Cash and due from banks $ 107,571 $ 67,400 $ (90,393) (1) $ 84,578 Securities available for sale 534,297 291,349 - 825,646 Securities held to maturity 69,078 2,255 - 71,333 Loans, net 980,281 284,556 2,018 (2) 1,266,855 Loans held for sale 855 - - 855 Premises and equipment net 16,846 9,018 3,147 (3) 29,011 Accrued interest receivable 6,815 2,987 - 9,802 FHLB stock 10,247 7,605 - 17,852 Goodwill 65,260 886 107,080 (4) 173,226 Bank owned life insurance 13,245 13,320 - 26,565 Other identifiable intangibles 5,624 1,361 9,034 (5) 16,019 Deferred income taxes, net 5,821 4,026 5,089 (7) 14,936 Other assets 10,211 4,447 - 14,658 ----------- -------- --------- ----------- Total Assets $ 1,826,151 $689,210 $ 35,975 $ 2,551,336 =========== ======== ========= =========== Liabilities and Equity Deposits $ 1,239,532 $471,368 $ 397 (2) $ 1,711,297 Escrow deposits 2,526 745 - 3,271 Borrowings 214,909 152,100 8,421 (6) 375,430 Accrued expenses and other liabilities 19,672 17,284 - 36,956 ----------- -------- --------- ----------- Total Liabilities 1,476,639 641,497 8,818 2,126,954 ----------- -------- --------- ----------- Stockholders equity Preferred stock - - - - Common stock 397 68 7 472 Additional paid-in capital 269,325 68,701 6,094 (8) 344,120 Retained earnings 91,373 23,270 (23,270) (8) 91,373 Unallocated ESOP stock (10,854) (2,551) 2,551 (8) (10,854) Unallocated RRP stock - - - - Treasury stock (432) (40,539) 40,539 (432) Accumulated other comprehensive income (297) (1,236) 1,236 (297) ----------- -------- --------- ----------- Total Equity 349,512 47,713 27,157 424,382 ----------- -------- --------- ----------- Total liabilities and Stockholders' equity $ 1,826,151 $689,210 $ 35,975 $ 2,551,336 =========== ======== ========= ===========
PROVIDENT BANCORP, INC. Pro Forma Income Statement For the Year Ended September 30, 2004 and December 31, 2003
PBI 9/30 WCBI 12/31 Combined Consolidated Consolidated Purchase Note Pro Forma Historical Historical Adjustments # Interest Income Loans $ 54,093 $ 26,979 $(1,003) (1) $ 80,069 Securities 20,231 11,536 (3,500) (2) 28,267 Other earning assets 184 357 - 541 --------- -------- ------- -------- Total Interest Income 74,508 38,872 (4,503) 108,877 --------- -------- ------- -------- Interest Expense Interest on deposits 7,901 6,698 (253) (3) 14,346 Interest of borrowings 5,081 10,633 (2,413) (3) 13,301 --------- -------- ------- -------- Total Interest Expense 12,982 17,331 (2,666) 27,647 --------- -------- ------- -------- Net Interest Income 61,526 21,541 (1,837) 81,230 Provision for Loan Loss 800 90 - 890 --------- -------- ------- -------- Net Interest Income After Provision 60,726 21,451 (1,837) 80,340 Non-Interest Income Banking fees and services charges 6,570 5,946 - 12,516 Gain on sales of securities available for sale 2,455 405 - 2,860 Gain on sales of loans 320 451 - 771 Other 2,228 695 - 2,923 --------- -------- ------- -------- Total Non-Interest Income 11,573 7,497 - 19,070 --------- -------- ------- -------- Non-Interest Expenses Compensation and employee benefits 23,001 10,538 - 33,539 Occupancy and office operations 6,741 2,094 - 8,835 Data and check processing 3.634 1,382 - 5,016 Advertising and promotion 2,050 120 - 2,170 Professional fees 2,655 1,110 - 3,765 Amortization of core deposit intangible 2,063 206 1,975 (4) 4,244 Establishment of charitable foundation 5,000 - - 5,000 Merger integrationosts 773 - - 773 Other 10,229 3,309 - 13,538 --------- -------- ------- -------- Total non-interest expense 56,146 18,759 1,975 76,880 --------- -------- ------- -------- Net Income Before Taxes 16,153 10,189 (3,812) 22,530 Provision for Income Tax 5,136 3,729 (1,308) 7,557 --------- -------- ------- -------- Net Income $ 11,017 $ 6,460 $(2,504) $ 14,973 ========= ======== ======= ======== Earnings per share: Basic $ 0.30 $ 1.50 $ 0.35 Diluted $ 0.29 $ 1.44 $ 0.34
Footnotes to Pro Forma Consolidated Financial Statements -------------------------------------------------------- Balance Sheet - ------------- (1) Represents the funds used to complete the cash portion ($72.601 million) of the acquisition purchase price paid from securities held for sale, along with pre-tax acquisition expenses of $22.5 million. Includes receipt of funds ($3.35 million) related to termination of the ESOP and repayment of the associated loan, and forfeiture of RRP shares. (2) Represents the estimated fair value adjustments relating to the loan and time deposits portfolios. The estimated lives of the portfolios are approximately three years and five years, respectively. The adjustments are assumed to amortize over the remaining lives of the underlying asset or liability on an accelerated basis. (3) Represents the estimated fair market value adjustment relating to premises and equipment. The adjustment is assumed to amortize on a straight-line basis over the remaining useful lives of the underlying assets. (4) Represents the estimate of the excess of the total direct acquisition costs over the estimated fair value of the net assets acquired based upon currently available information. Goodwill is expected to be tested for impairment annually with impairment losses, if any, charged to expense if and when they occur. (5) Represents the estimated fair market value adjustment relating to the future economic benefit of the acquired core deposits. The adjustment is assumed to amortize to expense on an accelerated basis over its estimated life of approximately 15 years. (6) Represents the estimated fair value adjustment related to the Borrower's portfolio. The estimated life of the portfolio is approximately seven years. (7) Represents the net deferred tax asset recorded at a marginal rate of 40.0% for the tax effect on the fair market value adjustments and on the deductible portion of the acquisition costs. (8) Represents the elimination of WCBI's equity as of the date of the transaction and the issuance of 6,257,892 shares at $11.92 per share to complete the common stock portion of the acquisition purchase price. Footnotes (continued) Income Statements - ----------------- The pro forma income statements assume that the acquisition of Warwick Community Bancorp, Inc. was completed at the beginning of the periods presented. (1) Represents the amortization of the purchase accounting adjustment using a level yield method over the estimated life of the related asset for the years ended September 30, 2004 and December 31, 2003. (2) Represents lost earnings on merger-related costs and 50% of the purchase price that was paid in cash ($72.601 million). Reinvestment rates of 3.68% were applied for the years ended September 30, 2004 and December 31, 2003, respectively. (3) Represents the amortization of the purchase accounting adjustment using a level yield method over the estimated life of the related liabilities for the years ended September 30, 2004 and December 31, 2003. (4) Represents the amortization on an accelerated basis of the intangible asset recorded. Amortization is based on estimated life of the asset and calculated for the the years ended September 30, 2004 and December 31, 2003 -----END PRIVACY-ENHANCED MESSAGE-----