Provident Financial Services Inc 8-K/A, filed Oct 7, 2020
Provident Financial Services Inc (PFS)
8-K/A
2020-10-07
For: 2020-10-07
View Original
Added on
April 09, 2026
About this 8-K/A
Provident Financial Services Inc filed this 8-K/A on October 7, 2020.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 7, 2020
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code:
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Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K/A is being filed with the Securities and Exchange Commission (the “Commission”) solely to
amend and supplement Item 9.01 of the Current Report on Form 8-K filed by Provident Financial Services, Inc. (“Provident”) on August 3, 2020, regarding the completion of its acquisition of SB One Bancorp (“SB One”) on July 31, 2020, pursuant to the
Agreement and Plan of Merger, dated as of March 11, 2020, between Provident and SB One. As noted below, Provident has determined that the financial statements of SB One and the related pro forma information are not required in the Current Report on
Form 8-K, as amended by this Current Report on Form 8-K/A, because “substantially the same” information was previously reported, as contemplated under Rule 12b-2 of the Securities Exchange Act of 1934, as amended, in the Proxy Statement/Prospectus
forming a part of Provident’s Registration Statement on Form S-4, as amended (File No. 333- 237842), initially filed on April 24, 2020 and declared effective by the Commission on May 7, 2020 (the “Registration Statement”). The unaudited pro forma
financial information for the periods identified below are included for informational purposes.
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Item 9.01. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
Pursuant to General Instruction B.3 of Form 8-K, the financial statements of the acquired company, SB One, are not required in the Current Report on Form 8-K,
as amended by this Current Report on Form 8-K/A, because “substantially the same” financial statements were previously filed in the Registration Statement.
(b) Pro Forma Financial Information.
Pursuant to General Instruction B.3 of Form 8-K, pro forma financial information with respect to the acquisition of SB One by Provident is not required in the
Current Report on Form 8-K, as amended by this Current Report on Form 8-K/A, because “substantially the same” information was previously filed in the Registration Statement.
Notwithstanding the foregoing, unaudited combined condensed consolidated pro forma financial information of Provident as of and for the year ended December 31,
2019, giving effect to the acquisition of SB One is filed herewith as Exhibit 99.1 and incorporated herein by reference.
(c) Not Applicable.
(d) Exhibits.
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Exhibit No.
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Description
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Unaudited pro forma combined condensed consolidated information of Provident as of and for the year ended December 31, 2019.
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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, hereunto duly authorized.
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PROVIDENT FINANCIAL SERVICES, INC.
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Date: October 7, 2020
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By:
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/s/ John Kuntz
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John Kuntz
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Senior Executive Vice President, Chief Administrative Officer
and General Counsel
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Exhibit 99.1
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL
INFORMATION RELATING TO THE SB ONE MERGER
The following unaudited pro forma combined condensed consolidated financial information has been prepared using the
acquisition method of accounting, giving effect to the proposed Merger. The unaudited pro forma combined condensed consolidated statement of financial condition combines the historical financial information of Provident Financial and SB One as of
December 31, 2019 and assumes that the Merger was completed on that date. The unaudited pro forma combined condensed consolidated statement of income for the year ended December 31, 2019 combines the historical financial information of Provident
Financial and SB One and gives effect to the Merger as if it had been completed as of January 1, 2019. The unaudited pro forma combined condensed consolidated financial information is presented for illustrative purposes only and is not necessarily
indicative of the results of operations or financial condition had the Merger been completed on the dates described above, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the
combined entities. Certain reclassifications have been made to SB One’s historical financial information in order to conform to Provident Financial’s presentation of financial information.
The actual value of Provident Financial common stock to be recorded as consideration in the Merger will be based on
the closing price of Provident Financial common stock at the time of the Merger completion date. The proposed Merger is expected to be completed in the third quarter of 2020, but there can be no assurance that the Merger will be completed as
anticipated. For purposes of the pro forma financial information, the fair value of Provident Financial common stock to be issued in connection with the Merger was based on Provident Financial’s closing price of $15.01 as of April 9, 2020.
The pro forma financial information includes estimated adjustments, including adjustments to record assets and
liabilities of SB One at their fair value, and represents the pro forma estimates by Provident Financial based on available fair value information as of the date of the Merger Agreement.
The pro forma adjustments included herein are subject to change depending on changes in interest rates and the
components of assets and liabilities, and as additional information becomes available and additional analyses are performed. The final allocation of the purchase price for the Merger will be determined after it is completed and after completion of
thorough analyses to determine the fair value of SB One’s tangible and identifiable intangible assets and liabilities as of the date the Merger is completed. Increases or decreases in the estimated fair values of the net assets as compared with the
information shown in the unaudited pro forma combined condensed consolidated financial information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact Provident Financial’s statement of
income due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to SB One’s shareholders’ equity, including results of operations from December 31, 2019 through the date the Merger is completed, will also
change the purchase price allocation, which may include the recording of a lower or higher amount of goodwill. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein.
Provident Financial anticipates that the Merger will provide the combined company with financial benefits that
include reduced operating expenses. These cost savings are not included in these pro forma statements and there can be no assurance that expected cost savings will be realized. The pro forma information, while helpful in illustrating the financial
characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It
also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during the period.
The unaudited pro forma combined condensed consolidated financial information has been derived from and should be
read in conjunction with the historical consolidated financial statements and the related notes of Provident Financial, which are incorporated in this Proxy Statement/Prospectus by reference, and of SB One, which are included in the Proxy
Statement/Prospectus.
The unaudited pro forma shareholders’ equity and net income are qualified by the statements set forth above and
should not be considered indicative of the market value of Provident Financial common stock or the actual or future results of operations of Provident Financial for any period. Actual results may be materially different than the pro forma
information presented.
Unaudited Pro Forma Condensed Combined Consolidated Statement of Financial Condition
as of December 31, 2019
(in thousands)
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Provident
Financial |
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SB One
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Pro Forma
Adjustments |
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Pro Forma
Provident Financial |
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Assets
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Cash and due from banks
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$
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131,555
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$
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9,525
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$
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(18,490
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)(1)
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$
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122,590
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Short-term investments
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55,193
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34,161
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89,354
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Total cash and cash equivalents
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186,748
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43,686
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(18,490
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)
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211,944
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Available for sale debt securities, at fair value
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976,919
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200
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977,119
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Held to maturity debt securities
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453,629
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212,181
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(900
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)(2)
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664,910
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Equity securities, at fair value
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825
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4,012
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4,837
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Federal Home Loan Bank and other bank stock
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57,298
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12,498
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69,796
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Loans
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7,332,885
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1,628,846
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1,600
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(3)
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8,963,331
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Less: Allowance for loan losses
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55,525
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10,267
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(10,267
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)(3)
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55,525
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Net loans
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7,277,360
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1,618,579
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11,867
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8,907,806
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Foreclosed assets, net
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2,715
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3,793
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6,508
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Banking premises and equipment, net
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55,210
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19,080
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74,290
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Right of use assets, net
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—
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4,644
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4,644
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Accrued interest receivable
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29,031
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6,175
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35,206
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Goodwill
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420,562
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27,322
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(12,447
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)(4)
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435,437
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Core deposit intangible
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1,753
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1,717
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7,983
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(5)
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11,453
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Other intangible assets
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14,142
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—
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—
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14,142
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Mortgage servicing rights
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562
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—
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—
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562
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Bank-owned life insurance
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195,533
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37,209
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232,742
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Other assets
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136,291
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10,561
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(448
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)(6)
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146,404
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Total assets
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$
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9,808,578
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$
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2,001,657
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$
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(12,436
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)
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$
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11,797,799
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Deposits:
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Demand deposits
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$
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5,384,868
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$
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747,995
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$
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5,602,214
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Savings deposits
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983,714
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217,346
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1,731,709
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Certificates of deposit of $100,000 or more
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438,551
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237,686
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779
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(7)
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677,016
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Other time deposits
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295,476
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315,702
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611,178
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Total deposits
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7,102,609
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1,518,729
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779
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8,622,117
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Mortgage escrow deposits
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26,804
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6,312
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—
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33,116
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Borrowed funds
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1,125,146
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233,114
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17
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(8)
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1,358,277
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Other liabilities
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140,179
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16,404
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156,583
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Subordinated debentures
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—
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27,869
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(2,075
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)(9)
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25,794
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Total liabilities
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8,394,738
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1,802,428
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(1,279
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)
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10,195,887
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Stockholders’ equity:
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Preferred stock
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—
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—
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—
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Common stock
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832
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151,165
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(151,038
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)(10)
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959
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Additional paid-in capital
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1,007,303
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—
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190,482
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(11)
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1,197,785
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Retained earnings
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695,273
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54,706
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(57,243
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)(12)
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692,736
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Accumulated other comprehensive income (loss)
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3,821
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(1,510
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)
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1,510
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(12)
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3,821
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Treasury stock
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(268,504
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)
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(5,132
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)
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5,132
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(12)
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(268,504
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)
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Unallocated common stock held by Employee Stock Ownership Plan
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(24,885
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)
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—
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(24,885
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)
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Deferred compensation obligation under Rabbi Trust
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—
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1,852
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(1,852
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)(12)
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—
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Stock held by Rabbi Trust
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—
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(1,852
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)
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1,852
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(12)
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—
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Common stock acquired by the Directors’ Deferred Fee Plan
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(3,833
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)
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—
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—
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(3,833
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)
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Deferred compensation—Directors Deferred Fee Plan
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3,833
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—
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—
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3,833
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Total stockholders’ equity
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1,413,840
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199,229
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(11,157
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)
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1,601,912
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Total liabilities and stockholders’ equity
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$
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9,808,578
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$
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2,001,657
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$
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(12,436
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)
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$
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11,797,799
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Unaudited Pro Forma Condensed Combined Consolidated Statement of Financial Condition
As of December 31, 2019
Footnotes to Financial Statements
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(1) Adjustment to record combined merger related expenses and cash-out of SB One options
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(18,490
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)
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(2) Adjustment to record held to maturity securities at fair value
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(900
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)
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(3) Adjustment to record loans at fair value
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Interest rate adjustment to record loans at fair value
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15,300
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Gross credit mark on loans
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(13,700
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)
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Adjustment to loans
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1,600
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Eliminate existing SB One allowance for loan loss
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10,267
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Adjustments to allowance for loan losses
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10,267
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Fair value adjustment to net loans
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11,867
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(4) Excess of purchase price less SB One tangible equity, elimination of existing SB One goodwill, net fair
value adjustments and creation of core deposit intangible (“CDI”). SB One tangible equity:
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Total stockholders’ equity
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199,229
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CDI
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(1,717
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)
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Goodwill
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(27,322
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)
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Tangible equity
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$
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170,190
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||||||
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Purchase price
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190,609
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||||||
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Tangible equity of SB One
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(170,190
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)
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||||||
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|||||||
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Excess of purchase price over tangible equity of SB One
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20,419
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|
||||||
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Net fair value adjustments
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(5,544
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)
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||||||
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|
|||||||
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Preliminary pro forma goodwill resulting from merger
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14,875
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|
||||||
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SB One goodwill
|
|
|
|
27,322
|
|
||||||
|
|
|
|
|
|
|||||||
|
Net adjustment to goodwill
|
|
|
$
|
(12,447
|
)
|
||||||
|
(5) Adjustment to record CDI
|
|
|
|||||||||
|
Estimated CDI at 1% of non-time deposits
|
|
|
$
|
9,700
|
|
||||||
|
SB One CDI
|
|
|
|
(1,717
|
)
|
||||||
|
Net adjustment to CDI
|
|
|
$
|
7,983
|
|
||||||
|
(6) Current/deferred income taxes created as a result of transaction costs and purchase accounting
adjustments—assumed 25.78% tax rate.
|
|
||||||||||
|
Combined merger related expenses and cash out of SB One options
|
|
|
(18,490
|
)
|
|
||||||
|
Securities fair value adjustment
|
|
|
(900
|
)
|
|
||||||
|
Loan fair value adjustment
|
|
|
11,867
|
|
|
||||||
|
CDI (net of existing SB One CDI)
|
|
|
7,983
|
|
|
||||||
|
Time deposit fair value adjustment
|
|
|
(779
|
)
|
|
||||||
|
Borrowed funds fair value adjustment
|
|
|
(17
|
)
|
|
||||||
|
Subordinated debt fair value adjustment
|
|
|
2,075
|
|
|
||||||
|
|
|
|
|
|
|||||||
|
Net fair value adjustments and transaction costs
|
|
|
1,739
|
|
|
||||||
|
|
|
|
|
|
|||||||
|
Current/deferred income taxes at 25.78%
|
|
|
|
(448
|
)
|
||||||
|
|
|
|
|
|
|||||||
|
(7) Adjustment to record time deposits at fair value
|
|
|
(779
|
)
|
|||||||
|
(8) Adjustment to record borrowed funds at fair value.
|
|
|
(17
|
)
|
|||||||
|
(9) Adjustment to record subordinated debt at fair value.
|
|
|
2,075
|
|
|||||||
|
(10) Elimination of SB One’s common stock and issuance of a 12,698,798 shares of Provident Financial common
stock, $0.01 par value, as consideration.
|
|
||||||||||
|
Shares issued based on 9,357,994 SB One shares outstanding as of December 31, 2019 and an exchange ratio of
1.357x
|
|
||||||||||
|
Common stock, par value $0.01 issued as consideration
|
|
|
127
|
|
|||||||
|
Eliminate existing of SB One common stock
|
|
|
(151,165
|
)
|
|||||||
|
|
|
|
|
||||||||
|
Adjustment to common stock, par value $0.01
|
|
|
(151,038
|
)
|
|||||||
|
|
|
|
|
||||||||
|
(11) Record Provident Financial paid in capital issued in consideration
|
|
|
190,482
|
|
|||||||
|
(12) Eliminate SB One capital accounts and record Provident Financial’s after-tax transaction expenses equal
to $2,537 million in retained earnings
|
|
||||||||||
Unaudited Pro Forma Condensed Combined Consolidated Statement of Income
For the Year Ended December 31, 2019
(in thousands)
|
|
|
Provident
Financial |
|
|
SB One
|
|
|
Effect of
Merger |
|
|
Pro Forma
Provident Financial |
|
||||
|
Interest income:
|
|
|
|
|
||||||||||||
|
Loans receivable, including fees
|
|
$
|
324,480
|
|
|
$
|
75,537
|
|
|
$
|
(5,100
|
)(1)
|
|
$
|
394,917
|
|
|
Securities, deposits, federal funds sold and other short-term investments
|
|
|
46,990
|
|
|
|
6,772
|
|
|
|
225
|
(2)
|
|
|
53,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
|
|
|
371,470
|
|
|
|
82,309
|
|
|
|
(4,875
|
)
|
|
|
448,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense:
|
|
|
|
|
||||||||||||
|
Deposits
|
|
|
45,494
|
|
|
|
17,595
|
|
|
$
|
(779
|
)(3)
|
|
$
|
62,310
|
|
|
Borrowed funds
|
|
|
28,003
|
|
|
|
4,388
|
|
|
|
(17
|
)(4)
|
|
|
32,374
|
|
|
Subordinated debentures and trust preferred securities
|
|
|
—
|
|
|
|
1,266
|
|
|
|
55
|
(5)
|
|
|
1,321
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense
|
|
|
73,497
|
|
|
|
23,249
|
|
|
|
(741
|
)
|
|
|
96,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
297,973
|
|
|
|
59,060
|
|
|
|
(4,134
|
)
|
|
|
352,899
|
|
|
Provision for loan losses
|
|
|
13,100
|
|
|
|
2,531
|
|
|
|
—
|
|
|
|
15,631
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses
|
|
|
284,873
|
|
|
|
56,529
|
|
|
|
(4,134
|
)
|
|
|
337,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest Income
|
|
|
|
|
||||||||||||
|
Fees
|
|
|
28,321
|
|
|
|
2,478
|
|
|
|
—
|
|
|
$
|
30,799
|
|
|
Wealth management income
|
|
|
22,503
|
|
|
|
—
|
|
|
|
—
|
|
|
|
22,503
|
|
|
Bank-owned life insurance
|
|
|
6,297
|
|
|
|
931
|
|
|
|
—
|
|
|
|
7,228
|
|
|
Insurance commissions and fees
|
|
|
—
|
|
|
|
8,017
|
|
|
|
—
|
|
|
|
8,017
|
|
|
Net gain on securities transactions
|
|
|
72
|
|
|
|
2,055
|
|
|
|
—
|
|
|
|
2,127
|
|
|
Other income
|
|
|
6,601
|
|
|
|
864
|
|
|
|
—
|
|
|
|
7,465
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest income
|
|
|
63,794
|
|
|
|
14,345
|
|
|
$
|
—
|
|
|
$
|
78,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest expense
|
|
|
|
|
||||||||||||
|
Compensation and employee benefits
|
|
|
116,849
|
|
|
|
24,934
|
|
|
|
—
|
|
|
$
|
141,783
|
|
|
Net occupancy expense
|
|
|
25,895
|
|
|
|
3,383
|
|
|
|
—
|
|
|
|
29,278
|
|
|
Data processing expense
|
|
|
16,836
|
|
|
|
3,992
|
|
|
|
—
|
|
|
|
20,828
|
|
|
FDIC Insurance
|
|
|
1,316
|
|
|
|
706
|
|
|
|
—
|
|
|
|
2,022
|
|
|
Advertising and promotion expense
|
|
|
4,115
|
|
|
|
545
|
|
|
|
—
|
|
|
|
4,660
|
|
|
Amortization of intangibles
|
|
|
2,740
|
|
|
|
406
|
|
|
|
1,358
|
(6)
|
|
|
4,504
|
|
|
Other operating expenses
|
|
|
33,828
|
|
|
|
7,269
|
|
|
|
—
|
|
|
|
41,097
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expense
|
|
|
201,579
|
|
|
|
41,235
|
|
|
|
1,358
|
|
|
$
|
244,172
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before tax expense
|
|
|
147,088
|
|
|
|
29,639
|
|
|
|
(5,492
|
)
|
|
|
171,235
|
|
|
Income tax expense
|
|
|
34,455
|
|
|
|
7,096
|
|
|
|
(1,416
|
)(7)
|
|
|
40,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
112,633
|
|
|
$
|
22,543
|
|
|
$
|
(4,076
|
)
|
|
|
131,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
|
Basic earnings per share
|
|
$
|
1.74
|
|
|
$
|
2.41
|
|
|
|
$
|
1.70
|
|
|||
|
Average basic shares outstanding
|
|
|
64,604,224
|
|
|
|
9,349,907
|
|
|
|
3,348,891
|
(8)
|
|
|
77,303,022
|
|
|
Diluted earnings per share
|
|
$
|
1.74
|
|
|
$
|
2.40
|
|
|
|
$
|
1.69
|
|
|||
|
Average diluted shares outstanding
|
|
|
64,734,591
|
|
|
|
9,381,577
|
|
|
|
3,317,221
|
(8)
|
|
|
77,433,389
|
|
|
Unaudited Pro Forma Condensed Combined Consolidated Statement of Income
|
||||||||||||||
|
For the Year Ended December 31, 2019
Footnotes to the Pro forma Financial Statements
|
||||||||||||||
|
(1) Estimated loan interest yield adjustment amortization.
|
|
|
|
|
||||||||||
|
(2) Estimated investment securities fair value adjustment amortization.
|
|
|
|
|
||||||||||
|
(3) Estimated time deposit fair value adjustment amortization.
|
|
|
|
|
||||||||||
|
(4) Estimated borrowed funds fair value adjustment amortization.
|
|
|
|
|
||||||||||
|
(5) Estimated subordinated debt fair value adjustment amortization.
|
|
|
|
Amount
|
|
|
|
|||||||
|
(6) CDI intangible amortization.
|
|
|
|
|
||||||||||
|
Reverse existing amortization
|
|
|
|
(406
|
)
|
|
|
|||||||
|
Adjustment to CDI amortization
|
|
|
|
1,764
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||
|
Net adjustment
|
|
|
|
1,358
|
|
|
|
|||||||
|
(7) Tax effect on the pro forma adjustments at an assumed 25.78% effective combined federal and state tax
rate.
|
|
|
||||||||||||
|
(8) Reflects the issuance of 12,698,798 shares of Provident Financial common stock in consideration for the
outstanding shares of SB One.
|
||||||||||||||