EX-99.1 2 a991presssrelease6-30x13.htm PRESS RELEASE 99.1 Presss release 6-30-13


 
Provident New York Bancorp
 
400 Rella Boulevard
 
Montebello, NY 10901-4243
 
 
News Release
T 845.369.8040
F 845.369.8255
 
 
https://www.providentbanking.com
FOR IMMEDIATE RELEASE
 
July 23, 2013
 
 
 
PROVIDENT NEW YORK BANCORP CONTACT:
 
Luis Massiani, EVP & Chief Financial Officer
 
845.369.8040
 

Provident New York Bancorp Announces
Third Quarter 2013 Earnings of $0.15 per Diluted Share

MONTEBELLO, N.Y. – July 23, 2013 – Provident New York Bancorp (NYSE: PBNY), the parent company of Provident Bank, today announced third quarter results for the period ended June 30, 2013. Net income for the quarter was $6.4 million, or $0.15 per diluted share, compared to net income of $6.2 million, or $0.17 per diluted share for the same quarter last year; and $6.5 million, or $0.15 per diluted share for the linked quarter ended March 31, 2013. Excluding merger-related expenses, net income for the quarter was $7.4 million or $0.17 per diluted share, compared to net income of $6.5 million, or $0.18 per diluted share for the same quarter last year; and $6.9 million, or $0.16 per diluted share for the linked quarter ended March 31, 2013. See the reconciliation of this non-GAAP financial measure on page 11.

President’s Comments
Jack Kopnisky, President and CEO, commented: “We continued to successfully execute our strategy. In the third quarter we earned $6.4 million, a $167 thousand increase compared to the third quarter of 2012. Earnings declined $153 thousand compared to the linked quarter, which was mainly the result of an increase in merger-related expenses to $1.5 million compared to $542 thousand in the quarter ended March 31, 2013. Absent merger-related expenses, net income for the third fiscal quarter of 2013 increased $891 thousand, or 13.6% year-over-year and grew $492 thousand, or 7.1% on a linked quarter basis.

Our commercial banking teams are delivering results as demonstrated by our strong quarter with nearly $350 million in loan originations, which represents a 69% increase over loan originations in the fiscal third quarter of 2012 and an increase of 38% over the linked quarter. We increased our outstanding loan balances by $486 million, reaching $2.34 billion at June 30, 2013, which represents 26.2% growth over outstanding loans at June 30, 2012.

We improved operating efficiency during the quarter and have continued to focus on managing expenses. For the quarter ended June 30, 2013, our core efficiency ratio was below 60%. Our year-over-year growth in core total revenues was 10.6% while we held core operating expenses at the same levels as a year ago. Our method of calculating the core efficiency ratio is illustrated on page 10.

Our credit quality continues to improve. Although our non-performing loans of $31.5 million at June 30, 2013 increased $184 thousand compared to the linked quarter, our ratio of non-performing loans to total loans declined by seven basis points to 1.35% at June 30, 2013. Our allowance for loan losses to non-performing loans increased to 90.2% at June 30, 2013, and the positive trend in the risk ratings of our commercial loan portfolio continued as well.

Our capital and liquidity position remain strong. Our Tier 1 leverage ratio was approximately 8.49% at Provident Bank and our consolidated tangible equity to tangible assets ratio was 8.50%.

1


On July 2, 2013 we completed the capital raise we announced in connection with our pending merger with Sterling Bancorp (NYSE: STL). We raised $100 million through an offering of Senior Notes due 2018 at an interest rate of 5.50%. We will use most of the net proceeds to fund a capital contribution to Provident Bank, which will allow us to further accelerate our growth and execute our strategy.

We continue to focus primarily on serving small-to-middle market clients through a differentiated, team-based distribution strategy. We are working closely with Sterling Bancorp and continue to see tremendous opportunities in combining the two institutions. We are diligently planning all aspects of the integration through cross-functional teams from both organizations. We anticipate the merger will close during the fourth calendar quarter of 2013 and look forward to building a high performing combined institution.”

Key Highlights
Total loan originations were $347.7 million compared to $253.2 million in the linked quarter, and $206.2 million for the third fiscal quarter of 2012.
Total loans reached $2.34 billion at June 30, 2013, a $132 million increase compared to March 31, 2013, and a $486 million year-over-year increase.
Tax equivalent net interest margin was 3.46% for the third quarter of fiscal 2013 compared to 3.41% in the linked quarter and 3.59% in the third quarter of fiscal 2012.
The allowance for loan losses increased to $28.4 million at June 30, 2013 and the allowance as a percentage of non-performing loans increased to 90.2% from 88.1% at March 31, 2013. The allowance for loan losses as a percentage of total loans was 1.21% at June 30, 2013, compared to 1.25% in the linked quarter. The allowance ratios are inclusive of acquired Gotham loans that were recorded at fair value at acquisition date for which there is no additional allowance for loan losses at either June 30, 2013 or March 31, 2013.
Non-performing loans decreased from $39.8 million at September 30, 2012, to $31.5 million at June 30, 2013.
Provision for loan losses was $3.9 million and increased by $1.3 million compared to the linked quarter. For the third quarter of fiscal 2012, the provision for loan losses was $2.3 million.
The core efficiency ratio was 59.1% compared to 64.6% in the linked quarter and 65.5% for the third fiscal quarter of 2012. The improvement in the core efficiency ratio in the third fiscal quarter of 2013 as compared to the other periods was due to improvements in our net interest income and expense reductions in professional fees and compensation and benefits, which are discussed further below. Year-over-year core total revenues have grown 10.6%, while core non-interest expense was unchanged. See the reconciliation of this non-GAAP financial measure on page 10.

Net Interest Income and Margin        
Third quarter fiscal 2013 compared with third quarter fiscal 2012
Net interest income was $28.3 million for the third quarter of fiscal 2013, up $4.2 million compared to the third quarter of fiscal 2012 due mainly to higher average loan volumes. Reflecting the current interest rate environment, the tax-equivalent yield on investments decreased 41 basis points and yield on loans declined 21 basis points compared to the third quarter of fiscal 2012. As a result, the yield on interest-earning assets declined 23 basis points to 3.97% on a tax equivalent basis for the third quarter of fiscal 2013. The cost of total deposits decreased five basis points to 17 basis points from the year ago quarter, mainly due to the maturity of higher priced certificates of deposit which were re-priced to current market interest rates. The cost of borrowings decreased 93 basis points to 2.84%, as a higher portion of borrowings were overnight borrowings in the third quarter of 2013. The net interest margin on a tax-equivalent basis was 3.46% for the third quarter of fiscal 2013 compared to 3.59% for the same period a year ago.

Third quarter fiscal 2013 compared with linked quarter ended March 31, 2013
Net interest income for the quarter ended June 30, 2013 increased $498 thousand to $28.3 million, compared to $27.8 million for the linked quarter ended March 31, 2013. Interest income on loans increased $260 thousand as a result of strong loan growth during the quarter. In addition, interest expense on deposits continued to decline. Inclusive of non-interest bearing deposits, interest expense on total deposits was 17 basis points for the third fiscal quarter compared to 22 basis points for the second fiscal quarter of 2013. Yield on loans decreased 13 basis points and was 4.80%. The yield on interest earning assets increased one basis point to 3.97% from 3.96% in the linked quarter. As a result of the above mentioned factors the tax-equivalent net interest margin increased to 3.46% from 3.41% in the linked quarter.

Non-interest Income
Third quarter fiscal 2013 compared with third quarter fiscal 2012
Non-interest income declined $1.4 million to $6.6 million for the third quarter of fiscal 2013 compared with the third quarter of fiscal 2012. The decrease was mainly due to a decrease in net gain on sales of securities of $467 thousand and an aggregate decrease in investment management fees and title insurance fees of $373 thousand. In fiscal 2012 we sold the assets of our former subsidiaries that were active in title insurance and investment management businesses.

2


Third quarter fiscal 2013 compared with linked quarter ended March 31, 2013
Non-interest income decreased $271 thousand to $6.6 million for the third fiscal quarter of 2013 compared to the linked quarter ended March 31, 2013. The decline was principally due to lower net gain on sales of securities, which declined $284 thousand. Also contributing to the decline in non-interest income were lower deposit fees and service charges of $121 thousand and a decline in gain on sale of loans of $78 thousand. Our new title insurance and investment management initiatives are gaining momentum and are beginning to contribute to our non-interest income. Aggregate title insurance and investment management fees increased $256 thousand compared to the linked quarter.

Non-interest Expense
Third quarter fiscal 2013 compared with third quarter fiscal 2012
Non-interest expense increased $627 thousand to $21.8 million relative to the third quarter of fiscal 2012 principally the result of an increase of $1.1 million in merger-related expenses. Other factors that contributed to the increase were additional personnel expense associated with the continued growth in the number of our commercial banking teams and related occupancy expense. These increases were partially offset by a reduction in professional fees and foreclosed property expenses, which declined by $602 thousand and $456 thousand, respectively, as compared to the same period a year ago.

Third quarter fiscal 2013 compared with the linked quarter ended March 31, 2013
Non-interest expense declined $1.6 million compared to the linked quarter notwithstanding a $974 thousand increase in merger-related expenses associated with our pending merger with Sterling Bancorp. The decrease in non-interest expense was a result of lower professional fees of $386 thousand, lower foreclosed property expense of $943 thousand and a reduction in compensation and benefits of $485 thousand. The decrease in compensation and benefits was mainly driven by staff turnover, lower payroll taxes and an increase in deferred compensation due to higher volumes of loan originations in the quarter.

Income Taxes
In the third quarter of fiscal 2013, the Company recorded income tax expense at 30.8% compared to an estimated effective tax rate of 25.2% in the linked quarter and 27.7% for the same period in fiscal 2012. The increase in the estimated effective tax rate in the third quarter of fiscal 2013 was due to our expectation that a portion of current and anticipated merger-related expenses will not be tax deductible.

Credit Quality
Non-performing loans decreased to $31.5 million at June 30, 2013 compared to $39.8 million at September 30, 2012. During the first nine months of the fiscal year we exited several large credit relationships, which contributed to the decline. Net charge-offs for the third quarter were $3.1 million compared to $3.2 million in the linked quarter. Non-performing loans at June 30, 2013 were $184 thousand higher compared to the prior quarter end. The allowance for loan losses at June 30, 2013 was $28.4 million, which represented 90.2% of non-performing loans and 1.21% of our total loan portfolio. This compares to the linked quarter, in which the allowance for loan losses was $27.5 million, which represented 88.1% of non-performing loans and 1.25% of our total loan portfolio. A significant portion of the increase in the allowance for loan losses was related to the higher balance of loans outstanding at June 30, 2013. The allowance for loan losses to total loans, excluding loans acquired in the Gotham transaction that were recorded at fair value at the acquisition date and continue to carry no allowance was 1.30% and 1.36%, at June 30, 2013 and March 31, 2013, respectively. Please refer to the Company’s reconciliation of this non-GAAP measure on page 10.

During the quarter, the balance of foreclosed properties declined $1.1 million to $4.4 million. Several properties were sold during the quarter, which reduced the balance by $1.3 million. We incurred $284 thousand of write-downs on properties to reflect current appraisal values. Partially offsetting these declines were additions to OREO which totaled $504 thousand.

Key Balance Sheet Changes Year-to-Date
Total assets at June 30, 2013 decreased $198.6 million or 4.94% compared to September 30, 2012, mainly related to a decrease in our cash balance of $328.8 million. Our cash balance at September 30, 2012 was elevated given a seasonal increase in municipal deposits due to municipal tax collections that were subsequently drawn down.
Loans at June 30, 2013 increased $217.1 million or 13.7% on an annual basis compared to September 30, 2012.
Commercial real estate and commercial and industrial loans increased $247.6 million or 23.3% on an annual basis compared to September 30, 2012.
Acquisition development and construction loans declined to $106.2 million at June 30, 2013 from $144.1 million at September 30, 2012.
Securities at June 30, 2013 decreased $87.5 million as compared to September 30, 2012. As of June 30, 2013, securities represented 27.9% of total assets compared to 28.7% at September 30, 2012.
Deposits decreased $371.9 million between September 30, 2012 and June 30, 2013. Municipal deposits decreased $436.2 million compared to September 30, 2012, as a result of seasonal tax deposits; this was partially offset by increases in other deposits of $64.2 million.

3



Capital and Liquidity
Provident Bank remained well capitalized at June 30, 2013 with a Tier 1 leverage ratio of 8.49% based on period end assets. The Company’s stockholders’ equity decreased $11.0 million from September 30, 2012, to $480.2 million at June 30, 2013. Tangible book value per share decreased by $0.25 to $7.01 at June 30, 2013 from $7.26 at September 30, 2012. These declines were mainly the result of changes in interest rates which caused a decline in the accumulated other comprehensive income component of stockholders’ equity during the period of $24.6 million. For the quarter ended June 30, 2013, the basic and diluted weighted average common shares outstanding increased to 43.8 million and 43.9 million, respectively, compared to 41.1 million, basic and diluted shares, for the quarter ended September 30, 2012 as a result of our equity capital raise in August 2012.

About Provident New York Bancorp
Headquartered in Montebello, N.Y. Provident New York Bancorp is the holding company for Provident Bank, a growing financial services firm with $3.8 billion in assets that specializes in the delivery of service and solutions to business owners, their families, and consumers in communities within the greater New York City area through teams of dedicated and experienced relationship managers. Provident Bank offers a complete line of commercial, business, and consumer banking products and services. For more information, visit the Provident Bank web site at https://www.providentbanking.com.

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISK FACTORS
In addition to historical information, this earnings release may contain forward-looking statements for purposes of applicable securities laws. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are subject to numerous assumptions, risks and uncertainties. There are a number of important factors described in documents previously filed by the Company with the Securities and Exchange Commission, and other factors that could cause the Company’s actual results to differ materially from those contemplated by such forward-looking statements. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. In addition to factors previously disclosed in reports filed with the Securities and Exchange Commission, the following factors, among others, could cause actual results to differ materially from forward-looking statements: ability to obtain regulatory approvals and meet other closing conditions to the merger (the “Merger”) between Provident New York Bancorp (“Provident”) and Sterling Bancorp (“Sterling”), including approval by Provident and Sterling shareholders, on the expected terms and schedule; delay in closing the Merger; difficulties and delays in integrating the Provident and Sterling businesses or fully realizing cost savings and other benefits; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; changes in Provident’s stock price before the completion of the Merger, including as a result of the financial performance of Sterling prior to closing; the reaction to the Merger of the companies’ customers, employees and counterparties; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. These factors should be considered in evaluating the forward-looking statements and undue reliance should not be placed on such statements. Actual results or future events could differ, possibly materially, from those that we anticipated in our forward-looking statements, and future results could differ materially from our historical performance. Forward-looking statements speak only as of the date they are made and we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

Financial information contained in this release should be considered to be an estimate pending the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. While the Company is not aware of any need to revise the results disclosed in this release, accounting literature may require information received by management between the date of this release and the filing of the 10-Q to be reflected in the results of the fiscal period, even though the new information was received by management subsequent to the date of this release.

Additional Information for Stockholders
In connection with the proposed merger, Provident has filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4/A that includes a joint proxy statement of Provident and Sterling and a prospectus of Provident, as well as other relevant documents concerning the proposed transaction. Provident and Sterling will mail the joint proxy statement/prospectus to their stockholders. STOCKHOLDERS OF PROVIDENT AND STERLING ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED

4


MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders may obtain a free copy of the preliminary proxy statement/prospectus and other filings containing information about Provident and Sterling at the SEC’s website at www.sec.gov. The joint preliminary proxy statement/prospectus and the other filings may also be obtained free of charge at Provident’s website at www.providentbanking.com under the tab “Investor Relations,” and then under the heading “SEC Filings” or at Sterling’s website at www.snb.com under the tab “Investor Relations,” and then under the heading “SEC Filings.”

Provident, Sterling and certain of their respective directors and executive officers, under the SEC’s rules, may be deemed to be participants in the solicitation of proxies of Provident’s and Sterling’s shareholders in connection with the proposed merger. Information about the directors and executive officers of Provident and their ownership of Provident common stock is set forth in the proxy statement for Provident’s 2013 annual meeting of shareholders, as filed with the SEC on Schedule 14A on January 10, 2013 and the preliminary proxy statement/prospectus related to the proposed merger, which is included in the registration statement on Form S-4/A that was filed with the SEC on July 17, 2013. Information about the directors and executive officers of Sterling and their ownership of Sterling common stock is set forth in the proxy statement for Sterling’s 2012 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on April 3, 2012 and the preliminary proxy statement/prospectus included in the Form S-4/A. Free copies of these documents may be obtained as described in the preceding paragraph. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the definitive proxy statement/prospectus regarding the proposed merger when it becomes available.


5

Provident New York Bancorp and Subsidiaries                                        CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION                        (unaudited, in thousands, except share and per share data)    

 
 
6/30/2013
 
9/30/2012
 
6/30/2012
Assets:
 
 
 
 
 
 
Cash and due from banks
 
$
109,166

 
$
437,982

 
$
111,400

Investment securities
 
1,065,724

 
1,153,248

 
885,433

HVIA assets held for sale
 

 
4,550

 

Loans held for sale
 
1,539

 
7,505

 
5,369

Loans:
 
 
 
 
 
 
Residential mortgage
 
369,613

 
350,022

 
357,943

Commercial real estate
 
1,210,248

 
1,072,504

 
906,798

Commercial and industrial
 
453,145

 
343,307

 
207,966

Acquisition, development and construction
 
106,198

 
144,061

 
165,125

Consumer
 
197,330

 
209,578

 
213,195

Total loans, gross
 
2,336,534

 
2,119,472

 
1,851,027

Allowance for loan losses
 
(28,374
)
 
(28,282
)
 
(27,587
)
Total loans, net
 
2,308,160

 
2,091,190

 
1,823,440

Federal Home Loan Bank stock, at cost
 
28,368

 
19,249

 
18,207

Premises and equipment, net
 
37,473

 
38,483

 
38,877

Goodwill
 
163,117

 
163,247

 
160,861

Other amortizable intangibles
 
6,201

 
7,164

 
3,718

Bank owned life insurance
 
60,412

 
59,017

 
58,506

Foreclosed properties
 
4,376

 
6,403

 
7,292

Other assets
 
39,893

 
34,944

 
36,937

Total assets
 
$
3,824,429

 
$
4,022,982

 
$
3,150,040

Liabilities:
 
 
 
 
 
 
Deposits
 
$
2,739,214

 
$
3,111,151

 
$
2,332,091

Borrowings
 
552,805

 
345,176

 
314,154

Mortgage escrow funds
 
25,915

 
11,919

 
24,223

Other liabilities
 
26,330

 
63,614

 
36,444

Total liabilities
 
3,344,264

 
3,531,860

 
2,706,912

Stockholders’ equity
 
480,165

 
491,122

 
443,128

Total liabilities and stockholders’ equity
 
$
3,824,429

 
$
4,022,982

 
$
3,150,040

 
 
 
 
 
 
 
Shares of common stock outstanding at period end
 
44,353,276

 
44,173,470

 
37,899,007

Book value per share
 
$
10.83

 
$
11.12

 
$
11.69

Tangible book value per share
 
7.01

 
7.26

 
7.35

 
 
 
 
 
 
 


6

Provident New York Bancorp and Subsidiaries                                        CONSOLIDATED CONDENSED STATEMENTS OF INCOME                                (unaudited, in thousands, except share and per share data)    

 
 
 For the Quarter Ended
 
For the Nine Months Ended
 
 
6/30/2013
 
3/31/2013
 
6/30/2012
 
6/30/2013
 
6/30/2012
Interest and dividend income:
 
 
 
 
 
 
 
 
 
 
Loans and loan fees
 
$
26,638

 
$
26,378

 
$
22,312

 
$
80,087

 
$
66,614

Securities taxable
 
4,189

 
4,288

 
4,224

 
12,761

 
12,629

Securities non-taxable
 
1,500

 
1,490

 
1,581

 
4,447

 
4,954

Other earning assets
 
266

 
264

 
228

 
863

 
727

Total interest income
 
32,593

 
32,420

 
28,345

 
98,158

 
84,924

Interest expense:
 
 
 
 
 
 
 
 
 
 
Deposits
 
1,151

 
1,624

 
1,262

 
4,872

 
3,792

Borrowings
 
3,125

 
2,977

 
3,001

 
9,227

 
9,907

Total interest expense
 
4,276

 
4,601

 
4,263

 
14,099

 
13,699

Net interest income
 
28,317

 
27,819

 
24,082

 
84,059

 
71,225

Provision for loan losses
 
3,900

 
2,600

 
2,312

 
9,450

 
7,112

Net interest income after provision for loan losses
 
24,417

 
25,219

 
21,770

 
74,609

 
64,113

Non-interest income:
 
 
 
 
 
 
 
 
 
 
Deposit fees and service charges
 
2,615

 
2,736

 
2,816

 
8,129

 
8,312

Net gain on sales of securities
 
1,945

 
2,229

 
2,412

 
5,590

 
7,300

Other than temporary loss on securities
 

 
(7
)
 
(6
)
 
(32
)
 
(44
)
Investment management fees
 
613

 
422

 
802

 
1,740

 
2,367

Title insurance fees
 
65

 

 
249

 
324

 
774

Bank owned life insurance
 
496

 
491

 
518

 
1,496

 
1,538

Gain on sale of loans
 
429

 
507

 
578

 
1,682

 
1,468

Other
 
418

 
474

 
610

 
2,163

 
1,411

Total non-interest income
 
6,581

 
6,852

 
7,979

 
21,092

 
23,126

Non-interest expense:
 
 
 
 
 
 
 
 
 
 
Compensation and benefits
 
11,320

 
11,805

 
10,845

 
35,424

 
33,165

Stock-based compensation plans
 
547

 
679

 
326

 
1,726

 
885

Occupancy and office operations
 
3,423

 
3,954

 
3,388

 
11,187

 
10,498

Merger-related expenses
 
1,516

 
542

 
451

 
2,058

 
997

Advertising and promotion
 
307

 
535

 
440

 
1,086

 
1,480

Professional fees
 
526

 
912

 
1,128

 
2,653

 
3,111

Data and check processing
 
588

 
823

 
705

 
2,060

 
2,087

Amortization of intangible assets
 
337

 
388

 
283

 
986

 
911

FDIC insurance and regulatory assessments
 
875

 
753

 
782

 
2,346

 
2,253

ATM/debit card expense
 
465

 
415

 
437

 
1,322

 
1,273

Foreclosed property expense
 
(28
)
 
915

 
428

 
1,172

 
1,045

Other
 
1,913

 
1,618

 
1,949

 
5,654

 
5,468

Total non-interest expense
 
21,789

 
23,339

 
21,162

 
67,674

 
63,173

Income before income tax expense
 
9,209

 
8,732

 
8,587

 
28,027

 
24,066

Income tax expense
 
2,833

 
2,203

 
2,378

 
8,102

 
6,439

Net income
 
$
6,376

 
$
6,529

 
$
6,209

 
$
19,925

 
$
17,627

Basic earnings per share
 
$
0.15

 
$
0.15

 
$
0.17

 
$
0.46

 
$
0.47

Diluted earnings per share
 
0.15

 
0.15

 
0.17

 
0.45

 
0.47

Dividends declared per share
 
0.06

 
0.06

 
0.06

 
0.18

 
0.18

Weighted average common shares:
 
 
 
 
 
 
 
 
 
 
Basic
 
43,801,867

 
43,743,640

 
37,302,693

 
43,766,402

 
37,278,507

Diluted
 
43,906,158

 
43,848,486

 
37,330,467

 
43,850,601

 
37,292,366



7

Provident New York Bancorp and Subsidiaries

Selected Financial Condition Data:
As of and for the Quarter Ended
(in thousands except share and per share data)
6/30/2013
 
3/31/2013
 
12/31/2012
 
9/30/2012
 
6/30/2012
End of Period
 
 
 
 
 
 
 
 
 
Total assets
$
3,824,429

 
$
3,710,440

 
$
3,789,514

 
$
4,022,982

 
$
3,150,040

Securities available for sale
889,747

 
945,678

 
991,298

 
1,010,872

 
714,200

Securities held to maturity
175,977

 
183,535

 
139,874

 
142,376

 
171,233

Loans, gross 1
2,336,534

 
2,204,555

 
2,193,129

 
2,119,472

 
1,851,027

Goodwill
163,117

 
163,117

 
163,247

 
163,247

 
160,861

Other amortizable intangibles
6,201

 
6,538

 
6,926

 
7,164

 
3,718

Deposits
2,739,214

 
2,799,658

 
2,904,384

 
3,111,151

 
2,332,091

Municipal deposits (included above)
465,566

 
537,070

 
538,212

 
901,739

 
479,772

Borrowings
552,805

 
367,976

 
345,411

 
345,176

 
314,154

Equity
480,165

 
494,711

 
493,883

 
491,122

 
444,670

Tangible equity
310,847

 
325,056

 
323,710

 
320,711

 
280,091

Average Balances
 
 
 
 
 
 
 
 
 
Total assets
$
3,745,356

 
$
3,804,660

 
$
3,792,201

 
$
3,451,055

 
$
3,133,958

Loans, gross:
 
 
 
 
 
 
 
 
 
   Residential mortgage
366,823

 
360,840

 
344,064

 
352,724

 
360,487

   Commercial real estate
1,175,094

 
1,138,333

 
1,107,779

 
989,349

 
868,963

   Commercial and industrial
398,622

 
368,896

 
354,137

 
263,922

 
205,051

   Acquisition, development and construction
114,286

 
122,937

 
138,881

 
156,726

 
165,442

   Consumer
199,861

 
203,492

 
208,064

 
210,650

 
215,555

Loans total 1
2,254,686

 
2,194,498

 
2,152,925

 
1,973,371

 
1,815,498

Securities (taxable)
909,312

 
967,889

 
954,372

 
841,373

 
778,782

Securities (non-taxable)
184,325

 
181,803

 
174,201

 
181,540

 
182,003

Total earning assets
3,378,655

 
3,403,209

 
3,380,875

 
3,070,315

 
2,797,093

Deposits:
 
 
 
 
 
 
 
 
 
   Non-interest bearing demand
625,684

 
641,194

 
649,077

 
592,962

 
483,589

   Interest bearing NOW accounts
461,390

 
508,129

 
469,180

 
398,493

 
412,072

   Savings (including mortgage escrow funds)
581,106

 
575,380

 
531,107

 
539,904

 
493,234

   Money market
777,857

 
877,101

 
908,262

 
756,655

 
697,342

   Certificates of deposit
338,017

 
355,917

 
380,244

 
303,788

 
265,375

Total deposits and mortgage escrow
2,784,054

 
2,957,721

 
2,937,870

 
2,591,802

 
2,351,612

Borrowings
440,579

 
345,717

 
345,951

 
336,217

 
320,237

Equity
494,049

 
492,725

 
492,506

 
475,652

 
441,956

Tangible equity
324,540

 
322,683

 
319,783

 
308,029

 
277,205

Selected Operating Data:
 
 
 
 
 
Condensed Tax Equivalent Income Statement
 
 
 
 
 
Interest and dividend income
$
32,593

 
$
32,420

 
$
33,145

 
$
30,113

 
$
28,345

Tax equivalent adjustment*
808

 
802

 
785

 
830

 
852

Interest expense
4,276

 
4,601

 
5,222

 
4,874

 
4,263

Net interest income (tax equivalent)
29,125

 
28,621

 
28,708

 
26,069

 
24,934

Provision for loan losses
3,900

 
2,600

 
2,950

 
3,500

 
2,312

Net interest income after provision for loan losses
25,225

 
26,021

 
25,758

 
22,569

 
22,622

Non-interest income
6,581

 
6,852

 
7,659

 
9,026

 
7,979

Non-interest expense
21,789

 
23,339

 
22,546

 
28,784

 
21,162

Income before income tax expense
10,017

 
9,534

 
10,871

 
2,811

 
9,439

Income tax expense (tax equivalent)*
3,641

 
3,005

 
3,851

 
550

 
3,230

 
$
6,376

 
$
6,529

 
$
7,020

 
$
2,261

 
$
6,209

1 Does not reflect allowance for loan losses of $28,374, $27,544, $28,114, $28,282, and $27,587.
* Tax exempt income assumed at a statutory 35% federal tax rate.

8

Provident New York Bancorp and Subsidiaries

 
For the Quarter Ended
 
6/30/2013
 
3/31/2013
 
12/31/2012
 
9/30/2012
 
6/30/2012
Per Share Data
 
 
 
 
 
 
 
 
 
Basic earnings per share
$
0.15

 
$
0.15

 
$
0.16

 
$
0.06

 
$
0.17

Diluted earnings per share
0.15

 
0.15

 
0.16

 
0.06

 
0.17

Dividends declared per share
0.06

 
0.06

 
0.06

 
0.06

 
0.06

Book value per share
10.83

 
11.15

 
11.14

 
11.12

 
11.73

Shares of common stock outstanding
44,353,276

 
44,353,276

 
44,348,787

 
44,173,470

 
37,899,007

Basic weighted average common shares outstanding
43,801,867

 
43,743,640

 
43,637,315

 
41,054,458

 
37,302,693

Diluted weighted average common shares outstanding
43,906,158

 
43,848,486

 
43,721,091

 
41,099,237

 
37,330,467

Performance Ratios (annualized)
 
 
 
 
 
 
 
 
 
Return on average assets
0.68
%
 
0.70
%
 
0.73
%
 
0.26
%
 
0.80
%
Return on average equity
5.18
%
 
5.37
%
 
5.65
%
 
1.89
%
 
5.65
%
Return on average tangible equity 1
7.88
%
 
8.21
%
 
8.71
%
 
2.92
%
 
9.01
%
Core operating efficiency 1
59.1
%
 
64.6
%
 
62.9
%
 
72.0
%
 
65.5
%
Analysis of Net Interest Income
 
 
 
 
 
 
 
 
 
Yield on loans
4.80
%
 
4.93
%
 
5.04
%
 
4.97
%
 
5.01
%
Yield on investment securities - tax equivalent2
2.38
%
 
2.32
%
 
2.29
%
 
2.44
%
 
2.79
%
Yield on earning assets - tax equivalent2
3.97
%
 
3.96
%
 
3.98
%
 
4.01
%
 
4.20
%
Cost of deposits
0.17
%
 
0.22
%
 
0.28
%
 
0.27
%
 
0.22
%
Cost of borrowings
2.84
%
 
3.49
%
 
3.58
%
 
3.65
%
 
3.77
%
Cost of interest bearing liabilities
0.66
%
 
0.70
%
 
0.79
%
 
0.83
%
 
0.78
%
Net interest rate spread - tax equivalent basis2
3.31
%
 
3.26
%
 
3.19
%
 
3.18
%
 
3.42
%
Net interest margin - tax equivalent basis2
3.46
%
 
3.41
%
 
3.37
%
 
3.38
%
 
3.59
%
Capital
 
 
 
 
 
 
 
 
 
Tier 1 leverage ratio - Bank only
8.49
%
 
8.62
%
 
8.23
%
 
7.49
%
 
8.67
%
Tier 1 risk-based capital - Bank only
$
311,508

3 
$
304,696

3

$
297,089

 
$
289,441

 
$
257,621

Total risk-based capital - Bank only
340,078

3 
332,447

3

325,410

 
317,929

 
283,033

Tangible equity as a % of tangible assets - consolidated 1
8.50
%
 
9.18
%
 
8.94
%
 
8.32
%
 
9.38
%
Asset Quality
 
 
 
 
 
 
 
 
 
Non-performing loans (NPLs): non-accrual
$
27,244

 
$
27,019

 
$
27,730

 
$
35,444

 
$
41,048

Non-performing loans (NPLs): still accruing
4,216

 
4,257

 
5,823

 
4,370

 
3,450

Other real estate owned
4,376

 
5,486

 
7,053

 
6,403

 
7,292

Non-performing assets (NPAs)
35,836

 
36,762

 
40,606

 
46,217

 
51,790

Net charge-offs
3,070

 
3,170

 
3,118

 
2,805

 
2,512

Net charge-offs a % of average loans (annualized)
0.54
%
 
0.58
%
 
0.58
%
 
0.57
%
 
0.55
%
NPLs a % of total loans
1.35
%
 
1.42
%
 
1.53
%
 
1.88
%
 
2.40
%
NPAs a % of total assets
0.94
%
 
0.99
%
 
1.07
%
 
1.15
%
 
1.64
%
Allowance for loan losses a % of NPLs
90.2
%
 
88.1
%
 
83.8
%
 
71.0
%
 
62.0
%
Allowance for loan losses a % of total loans
1.21
%
 
1.25
%
 
1.28
%
 
1.33
%
 
1.49
%
Allowance for loan losses a % of total loans, excluding Gotham loans1
1.30
%
 
1.36
%
 
1.41
%
 
1.47
%
 
1.49
%
Special mention loans
$
24,327

 
$
41,778

 
$
29,755

 
$
42,422

 
$
37,555

Substandard / doubtful loans
62,165

 
70,688

 
83,109

 
88,674

 
88,395

1 See reconciliation of non-GAAP measure on following page.
 
 
 
 
 
 
 
 
2  Tax equivalent adjustment represents interest income earned on municipal securities divided by the applicable Federal tax rate of 35% for all periods presented
3  Represents preliminary results for the quarter ended June 30, 2013.

9

Provident New York Bancorp and Subsidiaries

Non GAAP Financial Measures
As of and for the Quarter Ended
(in thousands except share and per share data)
6/30/2013
 
3/31/2013
 
12/31/2012
 
9/30/2012
 
6/30/2012
The Company provides supplemental reporting of non-GAAP measures as management believes this information is useful to investors.
The following table shows the reconciliation of stockholders' equity to tangible equity and the tangible equity ratio:
Total assets
$
3,824,429

 
$
3,710,440

 
$
3,789,514

 
$
4,022,982

 
$
3,150,040

Goodwill and other amortizable intangibles
(169,318
)
 
(169,655
)
 
(170,173
)
 
(170,411
)
 
(164,579
)
Tangible assets
3,655,111

 
3,540,785

 
3,619,341

 
3,852,571

 
2,985,461

Stockholders' equity
480,165

 
494,711

 
493,883

 
491,122

 
444,670

Goodwill and other amortizable intangibles
(169,318
)
 
(169,655
)
 
(170,173
)
 
(170,411
)
 
(164,579
)
Tangible stockholders' equity
310,847

 
325,056

 
323,710

 
320,711

 
280,091

Shares of common stock outstanding at period end
44,353,276

 
44,353,276

 
44,348,787

 
44,173,470

 
37,899,007

Tangible equity as a % of tangible assets
8.50
%
 
9.18
%
 
8.94
%
 
8.32
%
 
9.38
%
Tangible book value per share
$
7.01

 
$
7.33

 
$
7.30

 
$
7.26

 
$
7.39

The Company believes that tangible equity is useful as a tool to help assess a company's capital position.
The following table shows the reconciliation of return on average tangible equity:
Average stockholders' equity
$
494,049

 
$
492,725

 
$
492,506

 
$
475,652

 
$
441,956

Average goodwill and other amortizable intangibles
(169,509
)
 
(170,042
)
 
(172,723
)
 
(167,623
)
 
(164,751
)
Average tangible stockholders' equity
324,540

 
322,683

 
319,783

 
308,029

 
277,205

Net income
6,376

 
6,529

 
7,020

 
2,261

 
6,209

Net income, if annualized
25,574

 
26,479

 
27,851

 
8,995

 
24,972

Return on average tangible equity
7.88
%
 
8.21
%
 
8.71
%
 
2.92
%
 
9.01
%
The Company believes that the return on average tangible stockholders' equity is useful as a tool to help measure and asses a company's use of equity.
The following table shows the reconciliation of the core operating efficiency ratio:
Net interest income
$
28,317

 
$
27,819

 
$
27,923

 
$
25,239

 
$
24,082

Non-interest income
6,581

 
6,852

 
7,659

 
9,026

 
7,979

Total net revenues
34,898

 
34,671

 
35,582

 
34,265

 
32,061

Tax equivalent adjustment on securities interest income
808

 
802

 
785

 
830

 
852

Net gain on sales of securities
(1,945
)
 
(2,229
)
 
(1,416
)
 
(3,152
)
 
(2,412
)
Other than temporary loss on securities

 
7

 
25

 
3

 
6

Other, (other gains and fair value loss on interest rate caps)

 

 
(4
)
 
(64
)
 
14

Core total revenues
33,761

 
33,251

 
34,972

 
31,882

 
30,521

Non-interest expense
21,789

 
23,339

 
22,546

 
28,784

 
21,162

Merger related expense
(1,516
)
 
(542
)
 

 
(4,928
)
 
(451
)
Foreclosed property expense
28

 
(915
)
 
(285
)
 
(573
)
 
(428
)
Amortization of intangible assets
(337
)
 
(388
)
 
(261
)
 
(334
)
 
(283
)
Core non-interest expense
19,964

 
21,494

 
22,000

 
22,949

 
20,000

Core efficiency ratio
59.1
%
 
64.6
%
 
62.9
%
 
72.0
%
 
65.5
%
The core efficiency ratio reflects total revenues inclusive of the tax equivalent adjustment on municipal securities and excludes securities gains, other than temporary impairments and the other adjustments shown above. Core non-interest expense is adjusted to exclude the effect of foreclosed property expense and amortization of intangible assets. The Company believes this non-GAAP information provides useful information to users to assess the Company's core operations.
The following table shows the reconciliation of the allowance for loan losses to total loans and to total loans excluding Gotham loans:
Total loans
$
2,336,534

 
$
2,204,555

 
$
2,193,129

 
$
2,119,472

 
$
1,851,027

Gotham loans
(152,825
)
 
(176,383
)
 
(194,518
)
 
(201,794
)
 

Total loans, excluding Gotham loans
2,183,709

 
2,028,172

 
1,998,611

 
1,917,678

 
1,851,027

Allowance for loan losses
28,374

 
27,544

 
28,114

 
28,282

 
27,587

Allowance for loan losses to total loans
1.21
%
 
1.25
%
 
1.28
%
 
1.33
%
 
1.49
%
Allowance for loan losses to total loans, excluding Gotham loans
1.30
%
 
1.36
%
 
1.41
%
 
1.47
%
 
NA

As required by GAAP, the Company recorded at fair value the loans acquired in the Gotham transaction. These loans carry no allowance for loan losses in losses for the periods reflected above.

10

Provident New York Bancorp and Subsidiaries

Non-GAAP Financial Measures
As of and for the Quarter Ended
(in thousands except share and per share data)
6/30/2013
 
3/31/2013
 
12/31/2012
 
9/30/2012
 
6/30/2012
The Company provides supplemental reporting of non-GAAP measures as management believes this information is useful to investors.
The following table shows the reconciliation of net income and earnings per share excluding merger-related expenses:
Income before income tax expense
$
9,209

 
$
8,732

 
$
10,086

 
$
1,981

 
$
8,587

Income tax expense
2,833

 
2,203

 
3,066

 
(280
)
 
2,378

Net income
6,376

 
6,529

 
7,020

 
2,261

 
6,209

 
 
 
 
 
 
 
 
 
 
 
Merger-related expenses
1,516

 
542

 

 
4,928

 
451

Income tax benefit
466

 
137

 

 
697

 
125

After-tax merger-related expenses
1,050

 
405

 

 
4,231

 
326

 
 
 
 
 
 
 
 
 
 
 
Net income excluding merger-related expenses
$
7,426

 
$
6,934

 
$
7,020

 
$
6,492

 
$
6,535

 
 
 
 
 
 
 
 
 
 
 
Diluted shares
43,906,158

 
43,848,486

 
43,721,091

 
41,099,237

 
37,330,467

Diluted EPS as reported
$
0.15

 
$
0.15

 
$
0.16

 
$
0.06

 
$
0.17

Diluted EPS excluding merger-related expenses
$
0.17

 
$
0.16

 
$
0.16

 
$
0.16

 
$
0.18

 
 
 
 
 
 
 
 
 
 
 


11