Provident Financial Services (PFS) 8-K/A Information Relating to the SB One Merger

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)

	ProvidentFinancial			SB One			Pro FormaAdjustments			Pro FormaProvidentFinancial
Assets
Cash and due from banks	$	131,555		$	9,525		$	(18,490	)(1)	$	122,590
Short-term investments		55,193			34,161						89,354
Total cash and cash equivalents		186,748			43,686			(18,490	)		211,944
Available for sale debt securities, at fair value		976,919			200						977,119
Held to maturity debt securities		453,629			212,181			(900	)(2)		664,910
Equity securities, at fair value		825			4,012						4,837
Federal Home Loan Bank and other bank stock		57,298			12,498						69,796
Loans		7,332,885			1,628,846			1,600	(3)		8,963,331
Less: Allowance for loan losses		55,525			10,267			(10,267	)(3)		55,525
Net loans		7,277,360			1,618,579			11,867			8,907,806
Foreclosed assets, net		2,715			3,793						6,508
Banking premises and equipment, net		55,210			19,080						74,290
Right of use assets, net		—			4,644						4,644
Accrued interest receivable		29,031			6,175						35,206
Goodwill		420,562			27,322			(12,447	)(4)		435,437
Core deposit intangible		1,753			1,717			7,983	(5)		11,453
Other intangible assets		14,142			—			—			14,142
Mortgage servicing rights		562			—			—			562
Bank-owned life insurance		195,533			37,209						232,742
Other assets		136,291			10,561			(448	)(6)		146,404
Total assets	$	9,808,578		$	2,001,657		$	(12,436	)	$	11,797,799
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Demand deposits	$	5,384,868		$	747,995					$	5,602,214
Savings deposits		983,714			217,346						1,731,709
Certificates of deposit of $100,000 or more		438,551			237,686			779	(7)		677,016
Other time deposits		295,476			315,702						611,178
Total deposits		7,102,609			1,518,729			779			8,622,117
Mortgage escrow deposits		26,804			6,312			—			33,116
Borrowed funds		1,125,146			233,114			17	(8)		1,358,277
Other liabilities		140,179			16,404						156,583
Subordinated debentures		—			27,869			(2,075	)(9)		25,794
Total liabilities		8,394,738			1,802,428			(1,279	)		10,195,887
Stockholders’ equity:
Preferred stock		—			—						—
Common stock		832			151,165			(151,038	)(10)		959
Additional paid-in capital		1,007,303			—			190,482	(11)		1,197,785
Retained earnings		695,273			54,706			(57,243	)(12)		692,736
Accumulated other comprehensive income (loss)		3,821			(1,510	)		1,510	(12)		3,821
Treasury stock		(268,504	)		(5,132	)		5,132	(12)		(268,504	)
Unallocated common stock held by Employee Stock Ownership Plan		(24,885	)		—						(24,885	)
Deferred compensation obligation under Rabbi Trust		—			1,852			(1,852	)(12)		—
Stock held by Rabbi Trust		—			(1,852	)		1,852	(12)		—
Common stock acquired by the Directors’ Deferred Fee Plan		(3,833	)		—			—			(3,833	)
Deferred compensation—Directors Deferred Fee Plan		3,833			—			—			3,833
Total stockholders’ equity		1,413,840			199,229			(11,157	)		1,601,912
Total liabilities and stockholders’ equity	$	9,808,578		$	2,001,657		$	(12,436	)	$	11,797,799

Unaudited Pro Forma Condensed Combined Consolidated Statement of Financial Condition

As of December 31, 2019

Footnotes to Financial Statements

(1)   Adjustment to record combined merger related expenses and cash-out of SB One options					(18,490	)
(2)   Adjustment to record held to maturity securities at fair value					(900	)
(3)   Adjustment to record loans at fair value
Interest rate adjustment to record loans at fair value	15,300
Gross credit mark on loans	(13,700	)
Adjustment to loans					1,600
Eliminate existing SB One allowance for loan loss	10,267
Adjustments to allowance for loan losses					10,267
Fair value adjustment to net loans					11,867
(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:
Total stockholders’ equity	199,229
CDI	(1,717	)
Goodwill	(27,322	)
Tangible equity			$		170,190
Purchase price	190,609
Tangible equity of SB One	(170,190	)
Excess of purchase price over tangible equity of SB One	20,419
Net fair value adjustments	(5,544	)
Preliminary pro forma goodwill resulting from merger					14,875
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)

	ProvidentFinancial		SB One		Effect ofMerger			Pro FormaProvidentFinancial
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.