8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 3, 2014

PROVIDENT FINANCIAL SERVICES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-31566	42-1547151
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

239 Washington Street, Jersey City, New Jersey	07302
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (732) 590-9200

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

Provident Financial Services, Inc. (the “Company”) is furnishing presentation materials that will be used at various investor conferences during the third quarter of 2014, including the Raymond James U.S. Bank Conference to be held on September 3, 2014 in Chicago, Illinois. The Company is not undertaking to update this presentation. A copy of the presentation materials is attached as Exhibit 99.1 to this report and is being furnished to the SEC and shall not be deemed “filed” for any purpose.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired. Not applicable.

(b) Pro Forma Financial Information. Not applicable.

(c) Shell Company Transactions. Not applicable.

(d) Exhibits.

Exhibit No.	Description
99.1	Investor presentation materials to be utilized by the Company at various investor conferences during the third quarter of 2014.

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.

	PROVIDENT FINANCIAL SERVICES, INC.
DATE: September 3, 2014	By:	/s/ Christopher Martin
		Christopher Martin
		Chairman, President & Chief Executive Officer

EX-99.1

Exhibit 99.1

Forward Looking Statements

2

Certain statements contained herein are "forward-looking statements" within the meaning of Section 27A of the Securities

Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may be identified by

reference to a future period or periods, or by the use of forward-looking terminology, such as "may," "will," "believe,"

"expect,"

"estimate,"

"anticipate,"

"continue,"

or

similar

terms

or

variations

on

those

terms,

or

the

negative

of

those

terms. Forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, those

related to the economic environment, particularly in the market areas in which Provident Financial Services, Inc. (the

“Company”) operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in

government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in

prevailing

interest

rates,

acquisitions

and

the

integration

of

acquired

businesses,

credit

risk

management,

asset-liability

management, the financial and securities markets and the availability of and costs associated with sources of liquidity.

The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of

the

date

made.

The

Company

also

advises

readers

that

the

factors

listed

above

could

affect

the

Company's

financial

performance and could cause the Company's actual results for future periods to differ materially from any opinions or

statements expressed with respect to future periods in any current statements. The Company does not have any obligation

to update any forward-looking statements to reflect events or circumstances after the date of such statement.

A detailed discussion of factors that could affect our results is included in our SEC filings, including the “Risk Factors”

section of our Annual Report on Form 10-K for the year ended December 31, 2013.

At 6/30/14

Total Assets

$8.4 B

Total Loans

$5.9 B

Total Investments

$1.7 B

Total Deposits

$5.8 B

Tangible Common Equity

$716 M

87 branch offices and 4 LPOs in NJ

and Eastern PA

Market Capitalization (8/25/14)

$1.0 B

3 Mo. Average Daily Shares Traded

(8/25/14)

192,000

(NYSE:PFS)

3

EPS Growth Opportunities

4

Recent expansion in Eastern PA and Western NJ

Growth of Wealth Management Business

Entry into Asset Based Lending

Capital strength to fund accretive acquisitions and stock

buybacks

Expense management remains a priority

Team Capital Acquisition

Announced 12/19/13

Closed 5/30/14

Systems Converted 8/30/14

12 branches: Lehigh Valley (3),

Bucks (2), NJ (7)

$964M FV of Assets Acquired

$634M FV of Loans Acquired

$770M FV of Deposits Acquired

$40M of Goodwill Created

Provident Bank

Team Capital Bank

5

Pennsylvania Market Entry

Team’s Pennsylvania markets have an attractive business climate due to proximity to large markets such as

Philadelphia and New York, lower tax rates and affordable real estate

A large number of Fortune 500 companies have established warehouses and distribution centers within

the region, including Amazon, Coca-Cola, WalMart, Nestle and Kraft

This entry positions Provident to take advantage of key demographic trends, including

Lehigh County had the fastest population growth from 2010-2012 across Pennsylvania

Lehigh

Valley

is

the

third

most

populous

region

in

Pennsylvania,

while

Bucks

County

has

the

fourth

largest

county population

Source:  Pennsylvania State Data Center, 2010 U.S. Census, SNL Financial, Deposit data as of 9/30/13.

6

Lehigh Valley

1

Bucks

County

Pennsylvania

PFS Legacy

Markets

2

Population (2012):

651,240

629,397

12,807,296

577,234

Projected 5

-Year Population Growth:

2.4%

0.7%

1.5%

1.3%

# of Businesses:

23,592

27,664

496,809

22,873

Median Household Income:

$55,180

$73,557

$49,167

$69,276

Projected 5-Year HHI Growth:

20.6

14.4

16.3

14.8

Lehigh Valley Pennsylvania region consists of Lehigh and Northampton counties.

Represents median of Provident’s legacy markets.

1.

2.

Financial Impact of Team Acquisition

7

5% EPS accretion projected in 2015

TBV per share dilution of 3.5% with projected earn-back

< 4 years

IRR > 15%

On track to meet or exceed 25% annualized cost saves

Growing Wealth Management Business

8

Acquired Beacon Trust in August 2011

wholly owned subsidiary of Provident Bank

AUM at 6/30/14 $1.0 billion

AUA at 6/30/14 including managed ETF indices $2.0 billion

Average revenue per managed dollar 74 bps, compared with

57 bps median for similarly sized firms

Net income contribution projected at $750 thousand for 2014

Actively exploring additional acquisition opportunities

Asset Based Lending

9

Acquired a team of 3 experienced individuals in August 2014

Acquired a loan book of $47 million in commitments with

outstandings of $25 million

Growth expectations of approximately $20 million in 2015

Generates increased fee income

Enhances credit controls over existing monitored lines

Strong Capital Position / Capital Formation

10

6/30/2014

Tangible Common Equity

8.90%

Tier 1 Leverage

9.60%

Total Risk-based

12.95%

Dividend payout ratio (last twelve months)

51.72%

Provides ability to pursue accretive acquisitions and/or

repurchase common stock

Expense Management

11

An historical strength of the current management team:

Efficiency Ratio

6 months

Years

2014*

2013

2012

2011

2010

59.84%

57.18%

57.03%

57.31%

57.69%

* Excludes Team Capital acquisition related items and lump sum pension distribution costs.

12/13/10

12/31/11

12/31/12

12/31/13

Enhancing Shareholder Value

12

$0.88

$1.01

$1.18

$1.23

Earnings per

Share 12%

CAGR

$9.47

$9.87

$10.40

$10.92

TBV per

Share 5%

CAGR

Return of Capital

10% CAGR

$13.19  Average

$13.19  Average

Cost per Share

Cost per Share

Enhancing Shareholder Value

13

Regular Dividends

$26.8 M

Regular Dividends

$28.7 M

Regular Dividends

$32.2 M

Special Dividend

$12.0 M

$-

$10.0

$20.0

$30.0

$40.0

$50.0

$60.0

2011

2012

2013

Stock Repurchases

$4.1 M

Stock Repurchases

$9.4M

Stock Repurchases

$5.9 M

$30.9 M

$50.1 M

$38.2 M

Increasing Profitability

(*in millions)

$49.7

$57.3

$67.3

$70.5

0.73%

0.83%

0.94%

0.97%

$-

$10.0

$20.0

$30.0

$40.0

$50.0

$60.0

$70.0

$80.0

0.50%

0.60%

0.70%

0.80%

0.90%

1.00%

1.10%

12/31/10

12/31/11

12/31/12

12/31/13

Net Income*

ROAA

14

Increasing Profitability

8.97%

9.81%

10.88%

11.04%

5.46%

6.09%

6.88%

7.08%

12/31/10

12/31/11

12/31/12

12/31/13

ROATE

ROAE

15

Capable Risk Management

16

ERM Process

Diversified Loan Portfolio

Disciplined Loan Growth

Solid Credit Quality

Well-managed Interest Rate Risk

Plain Vanilla Investment Portfolio

$10 billion Threshold Readiness

Diversified Loan Portfolio -

6/30/14

Total Loans: $5.9 billion

Average Loan Yield: 4.25%

Duration:  2.5 years 

Residential

21%

Commercial

Mortgage

28%

16%

Commercial

20%

Consumer

11%

Construction

4%

Multi-family

17

Commercial Real Estate -

6/30/14

Multi-family

36%

Retail

20%

Office

16%

Industrial

11%

3%

Residential

3%

Hotel

3%

Land

1%

Other

Special Use

Mixed Used

6%

1%

18

Asset Quality Trend

$135.4 M

$

82.2 M

1.91%

1.53%

1.10%

0.86%

0.52%

0.43%

0.22%

0.10%

2011

2012

2013

6/30/2014

NPAs

NPAs/Assets

Annualized NCOs

$111.5 M

$72.3 M

19

Investment Portfolio –

6/30/14

Agency Notes-

Fixed

6%

Corporate

Notes -

Fixed

1%

Agency MBS -

ARM

5%

Agency CMBS -

Fixed

1%

Agency MBS -

Fixed

36%

Agency CMO -

Fixed

23%

Municipal

28%

Weighted Average Life:

AFS

3.7 yrs

HTM

5.0 yrs

Combined Duration:  4.1 yrs

20

21

Notable Items

IPO 2003

Acquired

First

Sentinel

Bancorp

–

2004

Acquired

First

Morris

Bank

and

Trust

–

2007

Acquired

Beacon

Trust

Company

–

2011

Acquired

Team

Capital

Bank

–

2014

Shifted to a community bank balance sheet

69% commercial loans

85% core deposits

17%

CAGR

NIB

deposits

2010

–

2013

No TARP

No dilutive stock offerings

No debt restructurings

No discounted bulk asset sales

No material credit losses or OTTI charges