<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------- ----------
Commission file number 0-27428
OCEAN FINANCIAL CORP.
-----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-3412577
--------------------------------- -----------------------------------
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
975 Hooper Avenue, Toms River,NJ 08753
--------------------------------- ------------------------------------
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (908)240-4500
-------------------
74 Brick Boulevard, Brick, NJ 08723
-----------------------------------------------------------------------
(Former name, former address and formal fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO _____.
-----
As of May 12, 1997, there were 8,974,124 shares of the Registrant's Common
Stock, par value $.01 per share, outstanding.
<PAGE>
OCEAN FINANCIAL CORP.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
- ------- --------------------- ----
<S> <C> <C>
Item 1. Consolidated Financial Statements
Consolidated Statements of Financial Condition
as of March 31, 1997 (unaudited) and December 31, 1996..... 1
Consolidated Statements of Operations for the three
months ended March 31, 1997 and 1996 (unaudited)........... 2
Consolidated Statements of Cash Flows for the three
months ended March 31, 1997 and 1996(unaudited)............ 3
Notes to Unaudited Consolidated Financial Statements....... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation......................... 7
Part II. OTHER INFORMATION
- ------- -----------------
Item 1. Legal Proceedings.......................................... 11
Item 2. Changes in Securities...................................... 11
Item 3. Default Upon Senior Securities............................. 11
Item 4. Submission of Matters to a Vote of Security Holders........ 11
Item 5. Other Information.......................................... 11
Item 6. Exhibits and Reports on Form 8-K........................... 12
Signatures............................................................. 13
</TABLE>
<PAGE>
OCEAN FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
----------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
- ------
Cash and due from banks $ 5,787 $ 5,372
Investment securities available for sale 193,525 174,028
Federal Home Loan Bank of New York
stock, at cost 10,392 8,457
Mortgage-backed securities available for
sale 436,259 395,542
Loans receivable, net 698,859 678,728
Mortgage loans held for sale - 727
Interest and dividends receivable 10,811 9,757
Real estate owned, net 1,384 1,555
Premises and equipment, net 14,822 14,100
Servicing asset 1,705 1,743
Other assets 14,292 13,856
---------- ----------
Total assets $1,387,836 $1,303,865
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Deposits $ 945,661 $ 934,730
Federal Home Loan Bank borrowings 3,500 8,800
Securities sold under agreements to
repurchase 171,812 99,322
Advances by borrowers for taxes
and insurance 4,234 3,832
Other liabilities 15,332 4,392
---------- ----------
Total liabilities 1,140,539 1,051,076
---------- ----------
Stockholders' Equity:
Preferred stock, $.01 par value,
5,000,000 shares authorized, no shares
issued - -
Common stock, $.01 par value, 55,000,000
shares authorized, 9,059,124 shares
issued and outstanding 91 91
Additional paid-in capital 176,977 176,812
Retained earnings-substantially restricted 91,941 88,552
Net unrealized loss on securities
available for sale, net of tax (374) (335)
Less: Unallocated common stock held by
Employee Stock Ownership Plan (11,974) (12,331)
Unearned Incentive Awards (9,364) -
---------- ----------
Total stockholders' equity 247,297 252,789
---------- ----------
Total liabilities and stockholders'
equity $1,387,836 $1,303,865
========== ==========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
1
<PAGE>
OCEAN FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the three months
ended March 31,
---------------------
1997 1996
-------- ---------
(Unaudited)
<S> <C> <C>
Interest income:
Loans $13,594 $12,142
Mortgage-backed securities 5,730 4,574
Investment securities and other 3,221 2,272
------ ------
Total interest income 22,545 18,988
------ ------
Interest expense:
Deposits 10,295 10,412
Borrowed funds 1,738 796
------ ------
Total interest expense 12,033 11,208
------ ------
Net interest income 10,512 7,780
Provision for loan losses 225 125
------ ------
Net interest income after
provision for loan losses 10,287 7,655
------ ------
Other income:
Fees and service charges 502 483
Net gain (loss) on sales of loans
available for sale (1) 175
Net income from (cost of) other
real estate operations 5 (36)
Other 80 74
------ ------
Total other income 586 696
------ ------
Operating expenses:
Compensation and employee benefits 3,304 2,183
Occupancy 499 461
Equipment 313 144
Marketing 121 122
Federal deposit insurance 88 569
Data processing 378 221
General and administrative 757 760
------ ------
Total operating expenses 5,460 4,460
------ ------
Income before income
taxes 5,413 3,891
Provision for income taxes 2,024 1,480
------ ------
Net income $ 3,389 $ 2,411
====== ======
Earnings per share $ .40 N/A
====== ======
Weighted average shares outstanding 8,453 N/A
====== ======
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
2
<PAGE>
OCEAN FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
<TABLE>
<CAPTION>
For the three months
ended March 31,
--------------------
1997 1996
--------- ---------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,389 $ 2,411
-------- --------
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Amortization of ESOP 357 -
ESOP adjustment 165 -
Amortization of Incentive Awards 306 -
Depreciation and amortization of premises
and equipment 317 176
Amortization of servicing asset 42 56
Net premium amortization in excess of discount
accretion on securities 987 260
Net accretion of deferred fees and discounts
in excess of premium amortization on loans (86) (103)
Provision for loan losses 225 125
Net gain on sales of real estate owned (46) (26)
Net loss (gain) on sales of loans available for sale 1 (175)
Proceeds from sales of mortgage loans held for sale 703 8,977
Mortgage loans originated for sale - (12,536)
Increase in interest and dividends
receivable (1,054) (1,033)
(Increase) decrease in other assets (413) 371
Increase in other liabilities 1,270 683
-------- --------
Total adjustments 2,774 (3,225)
-------- --------
Net cash provided by (used in) operating activities 6,163 (814)
-------- --------
Cash flows from investing activities:
Net increase in loans receivable (20,662) (3,276)
Purchase of investment securities available for sale (25,000) (50,000)
Purchase of mortgage-backed securities available for sale (88,753) (102,720)
Proceeds from maturities of investment securities
available for sale 5,250 34,000
Principal payments on mortgage-backed securities
available for sale 47,239 22,439
Purchases of Federal Home Loan Bank of New York stock (1,935) (734)
Proceeds from sales of real estate owned 628 443
Purchases of premises and equipment (1,039) (395)
-------- --------
Net cash used in investing activities (84,272) (100,243)
-------- --------
Continued
</TABLE>
3
<PAGE>
OCEAN FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS - (continued)
(dollars in thousands)
<TABLE>
<CAPTION>
For the three months
ended March 31,
--------------------
1997 1996
-------- ---------
(Unaudited)
<S> <C> <C>
Cash flows from financing activities:
Increase in deposits $ 10,931 $ 4,715
(Decrease) increase in Federal Home Loan
Bank borrowings ( 5,300) 88,400
Increase in securities sold under agreements
to repurchase 72,490 -
Increase in advances by borrowers for taxes and
insurance 403 221
-------- --------
Net cash provided by financing activities 78,524 93,336
-------- --------
Net increase (decrease) in cash and due from banks 415 (7,721)
Cash and due from banks at beginning of period 5,372 8,022
-------- --------
Cash and due from banks at end of period $ 5,787 $ 301
======== ========
Supplemental Disclosure of Cash Flow
Information:
Cash paid during the period for:
Interest $ 11,812 $ 11,175
Income taxes - 331
Noncash investing activities:
Transfer of loans receivable to real estate owned 411 160
Mortgage loans securitized into mortgage-backed
securities - 9,108
======== ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
4
<PAGE>
OCEAN FINANCIAL CORP. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
Note 1. Basis of Presentation
- -----------------------------
The accompanying unaudited consolidated financial statements include the
accounts of Ocean Financial Corp. (the "Company") and its wholly-owned
subsidiary,Ocean Federal Savings Bank (the "Bank") and its inactive wholly-owned
subsidiary, Dome Financial Services, Inc.
The interim consolidated financial statements reflect all normal and recurring
adjustments which are, in the opinion of management, considered necessary for a
fair presentation of the financial condition and results of operations for the
periods presented. The results of operations for the three months ended March
31, 1997 are not necessarily indicative of the results of operations that may be
expected for all of 1997.
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted, pursuant to the rules and regulations of the
Securities and Exchange Commission.
These unaudited consolidated financial statements should be read in conjunction
with the audited consolidated financial statements and notes thereto included in
the Company's Annual Report to Stockholders on Form 10-K for the year ended
December 31, 1996.
Note 2. Impact of Recent Accounting Pronouncements
- --------------------------------------------------
In February 1997, the FASB issued Statement of Financial Accounting Standards
No. 128, "Earnings Per Share" (SFAS 128). SFAS 128 supersedes APB Opinion No.
15, "Earnings Per Share," and specifies the computation, presentation, and
disclosure requirements for earnings per share (EPS) for entities with publicly
held common stock. SFAS 128 replaces Primary EPS and Fully Diluted EPS with
Basic EPS and Diluted EPS, respectively. SFAS 128 also requires dual
presentation of Basic and Diluted EPS on the face of the income statement for
entities with complex capital structures and a reconciliation of the information
utilized to calculate Basic EPS to that used to calculate Diluted EPS.
SFAS 128 is effective for financial statement periods ending after December 15,
1997. Earlier application is not permitted. After adoption, all prior period
EPS is required to be restated to conform with SFAS 128. The Company expects
that the adoption of SFAS 128 will result in Basic EPS being higher than
Primary EPS and Diluted EPS will be approximately the same as Fully Diluted EPS.
Statement of Financial Accounting Standards No. 129, "Disclosure of Information
about Capital Structure" (SFAS 129) was issued in February 1997. SFAS 129 is
effective for periods ending after December 15, 1997. SFAS 129 lists required
disclosures about capital structure that had been included in a number of
separate statements and opinions of authoritative accounting literature. As
such, the adoption of SFAS 129 is not expected to have a significant impact on
the disclosures in financial statements of the Company.
Note 3. Conversion to Capital Stock Form of Ownership
- -----------------------------------------------------
On August 17, 1995, the Board of Directors of the Bank adopted a Plan of
Conversion, as amended, to convert from a federally chartered mutual savings
bank to a federally chartered capital stock savings bank with the concurrent
formation of a holding company ("the Conversion").
5
<PAGE>
The Conversion was completed on July 2, 1996 with the issuance by the Company of
8,388,078 shares of its common stock in a public offering to the Bank's eligible
depositors and the Bank's employee stock ownership plan (the "ESOP"). The
purchase of 671,046 shares of common stock (8% of the total shares offered) by
the ESOP was funded by a loan of $13.4 million from the Company.
In exchange for 50% of the net conversion proceeds ($81.6 million), the Company
acquired 100% of the stock of the Bank and retained the remaining net conversion
proceeds at the holding company level.
Concurrent with the close of the Conversion, an additional 671,046 shares of
common stock (8% of the offering) were issued and donated by the Company to the
Ocean Federal Foundation (the "Foundation"), a private foundation dedicated to
charitable purposes within Ocean County, New Jersey and its neighboring
communities. The fair market value of the contribution of $13.4 million was
reflected as an expense in the Company's third quarter operating results and as
an increase to capital stock and paid in capital for the same amount. The
Company also recorded a related tax benefit of $3.7 million with a corresponding
increase to the Company's deferred tax assets. During the first quarter of 1997
the Company received notification from the Internal Revenue Service that it will
recognize the Ocean Federal Foundation as a Section 501(c)(3) exempt
organization. The notification confirms the Company's ability to recognize a
tax benefit on the $13.4 million charitable donation made in connection with the
Conversion on July 2, 1996.
Note 4. Loans Receivable, Net
- -----------------------------
Loans receivable at March 31, 1997 and December 31, 1996 consisted of the
following (in thousands):
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
--------------- -----------------
(Unaudited)
<S> <C> <C>
Real estate:
One- to four-family $642,357 $628,525
Commercial real estate, multi-
family and land 15,948 15,634
Construction 10,959 9,287
Consumer 40,002 36,860
Commercial 1,832 -
-------- --------
Total loans 711,098 690,306
Less:
Undisbursed loan funds 4,612 3,517
Unamortized discounts, net 10 11
Deferred loan fees 1,430 1,302
Allowance for loan losses 6,187 6,021
-------- --------
Total loans, net 698,859 679,455
Less: mortgage loans held for sale - 727
-------- --------
Loans receivable, net $698,859 $678,728
======== ========
</TABLE>
Note 5. Deposits
- ----------------
The major types of deposits at March 31, 1997 and December 31, 1996 were as
follows (in thousands):
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
-------------- -----------------
Type of Account (Unaudited)
- ---------------
<S> <C> <C>
NOW $ 79,063 $ 77,522
Money Market deposit 70,060 70,021
Savings 170,388 169,527
Time deposits 626,150 617,660
-------- --------
$945,661 $934,730
======== ========
</TABLE>
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Financial Condition
Total assets at March 31, 1997 were $1.388 billion, an increase of $84.0
million, or 6.4%, compared to $1.304 billion at December 31, 1996.
Investment securities available for sale increased by $19.5 million, to a
balance of $193.5 million at March 31, 1997, compared to a balance of $174.0
million at December 31, 1996, and mortgage-backed securities available for sale
increased by $40.7 million, to $436.3 million at March 31, 1997, from $395.5
million at December 31, 1996. The increase in investment and mortgage-backed
securities is due to the continued deployment of a wholesale leverage strategy,
adopted in late 1996, designed to improve returns on invested capital.
Wholesale leverage growth was funded through securities sold under agreements to
repurchase, which increased to $171.8 million at March 31, 1997 from $99.3 at
December 31, 1996. The strategy involves the purchase of adjustable-rate
mortgage-backed securities funded by short-term repurchase agreements and the
purchase of medium-term callable agency securities funded by repurchase
agreements with maturities through the call date. Loans receivable, net,
increased by $20.1 million, or 3.0%, to a balance of $698.9 million at March 31,
1997, compared to a balance of $678.7 million at December 31, 1996.
Total deposits at March 31, 1997 were $945.7 million, an increase of $10.9
million, compared to $934.7 million at December 31, 1996. Other liabilities
increased by $10.9 million from December 31, 1996 to March 31, 1997, $9.7
million of which represents the Company's obligation to repurchase common stock
for stock awards granted under the 1997 Incentive Plan approved by shareholders
on February 4, 1997. Stockholders' equity at March 31, 1997 was $247.3 million,
compared to $252.8 million at December 31, 1996. The reduction was due to the
award of 335,523 shares of common stock under the 1997 Incentive Plan. The fair
market value of the shares on February 4, 1997 (the date of shareholder
approval) is initially recorded as a reduction to stockholders' equity and
amortized to expense.
RESULTS OF OPERATIONS
General
Net income increased to $3.4 million for the three months ended March 31, 1997,
as compared to net income of $2.4 million for three months ended March 31, 1996.
The increase in net income is primarily due to investment earnings on the $163.3
million raised from the conversion of Ocean Federal Savings Bank to the stock
form of ownership on July 2, 1996.
Interest Income
Interest income for the three months ended March 31, 1997 was $22.5 million,
compared to $19.0 million for the three months ended March 31, 1996, an increase
of $3.6 million, or 18.7%. The increase in interest income was the result of
increases in the average size of the investment and mortgage-backed securities
available for sale portfolios, which together increased $142.3 million on
average, due to 1996 purchases relating to the investment of net Conversion
proceeds. Additionally, in 1997, wholesale borrowings were invested in
investment and mortgage-backed securities. Also, the average balance of loans
receivable increased $71.8 million for the three months ended March 31, 1997 as
compared to the same prior year period. The overall increase in interest-
earning assets was partially offset by the effects of a lower average interest-
earning asset yield which decreased to 7.02% for the three months ended March
31, 1997, as compared to 7.15% for the three months ended March 31, 1996.
7
<PAGE>
Interest Expense
Interest expense for the three months ended March 31, 1997 was $12.0 million,
compared to $11.2 million for the three months ended March 31, 1996, an increase
of $825,000, or 7.4%. The increase in interest expense was primarily the result
of an increase in the average outstanding balance of total borrowings which
increased to $124.5 million for the three months ended March 31, 1997, from
$58.4 million for the same period in 1996.
Provision for Loan Losses
For the three months ended March 31, 1997, the Company's provision for loan
losses was $225,000, compared to $125,000 for the same prior year period. The
increase was partly due to overall loan growth and the introduction of
commercial business loans which generally carry greater credit risk than the 1-4
family mortgage loans which have been the Bank's historical focus.
Other Income
Other income was $586,000 for the three months ended March 31, 1997, a decrease
of $110,000, or 15.8%, compared to the same prior year period. Income from the
net gain on sales of loans available for sale decreased $176,000 for the three
months ended March 31, 1997, compared to the same prior year period. The
decrease was primarily due to a reduction in the sale of 30-year fixed rate
mortgage loans, which totalled $703,000 in 1997, as compared to $9.0 million in
1996. Management determined that the significant capital position of the
Company mitigated the additional interest rate risk associated with retaining
these mortgages. For the three months ended March 31, 1997, the Company
retained $8.5 million in conforming 30 year fixed rate loans which previously
would have been sold.
Operating Expenses
Operating expenses were $5.5 million for the three months ended March 31, 1997,
an increase of $1.0 million compared to the same prior year period. The
increase in compensation and employee benefits expense of $1.1 million for the
three months ended March 31, 1997, as compared to the same prior year period,
was due to the expense associated with the adoption of the ESOP and the
amortization, beginning in February 1997, of incentive stock awards. The ESOP
expense was partly offset by freezing the future accrual of benefits under the
Bank's defined benefit pension plan and by reducing matching contributions under
the Bank's 401K Plan.
Federal deposit insurance expense declined to $88,000 for the three months ended
March 31, 1997 from $569,000 for the same prior year period due to the reduced
premiums charged subsequent to the Savings Association Insurance Fund
recapitalization during the third quarter of 1996.
Provision for Income Taxes
Income tax expense was $2.0 million for the three months ended March 31, 1997,
compared to $1.5 million for the three months ended March 31, 1996. The
effective tax rate was relatively stable at 37.4% for the three months ended
March 31, 1997, as compared to 38.0% for the same prior year period.
Liquidity and Capital Resources
The Company's primary sources of funds are deposits, principal and interest
payments on loans, FHLB and other borrowings and, to a lesser extent, investment
maturities and proceeds from the sale of loans. While scheduled amortization of
loans are predictable sources of funds, deposit flows and mortgage prepayments
are greatly influenced by general interest rates, economic conditions and
competition. The Company has other sources of liquidity if a need for
additional funds arises, including an overnight line of credit and advances from
the FHLB.
8
<PAGE>
At March 31, 1997, the Company had $3.5 million of outstanding overnight
borrowings from the FHLB, representing a decrease from $8.8 million at December
31, 1996. The Company utilizes the overnight line from time to time to fund
short-term liquidity needs. The Company also borrowed $171.8 million at March
31, 1997 through securities sold under agreements to repurchase, an increase
from $99.3 million at December 31, 1996. These borrowings were used to fund a
wholesale leverage strategy designed to improve returns on invested capital.
The Company's cash needs for the three months ended March 31, 1997, were
principally provided by principal payments on loans and mortgage-backed
securities and borrowings through securities sold under agreements to
repurchase. The cash provided was principally used for investing activities,
which included the purchase of investment and mortgage-backed securities and the
origination of loans. For the three months ended March 31, 1996, the cash needs
of the Company were primarily satisfied by investment maturities, principal
payments on loans and mortgage-backed securities and FHLB borrowings. The cash
was principally utilized for loan originations and purchases of investment and
mortgage-backed securities.
Federal regulations require the Bank to maintain minimum levels of liquid
assets. The required percentage has varied from time to time based upon
economic conditions and savings flows and is currently 5% of net withdrawable
savings deposits and borrowings payable on demand or in one year or less during
the preceding calendar month. Liquid assets for purposes of this ratio include
cash, accrued interest receivable, certain time deposits, U.S. Treasury and
Government agencies and other securities and obligations generally having
remaining maturities of less than five years. The levels of these assets are
dependent on the Bank's operating, financing, lending and investing activities
during any given period. As of March 31, 1997 and December 31, 1996, the Bank's
liquidity ratios were 12.9% and 17.5%, respectively, both in excess of the 5%
minimum regulatory requirement.
At March 31, 1997, the Bank exceeded all of its regulatory capital requirements
with tangible capital of $168.2 million, or 12.8%, of total adjusted assets,
which is above the required level of $19.8 million or 1.5%; core capital of
$168.2 million or 12.8% of total adjusted assets, which is above the required
level of $39.5 million, or 3.0%; and risk-based capital of $173.9 million, or
31.8% of risk-weighted assets, which is above the required level of $43.8
million or 8.0%. The Bank is considered a "well capitalized" institution under
the Office of Thrift Supervision's prompt corrective action regulations.
Non-Performing Assets
The following table sets forth information regarding the Company's nonperforming
assets consisting of non-accrual loans and Real Estate Owned (REO). The Company
had no troubled-debt restructured loans within the meaning of SFAS 15 at March
31, 1997 or December 31, 1996. It is the policy of the Company to cease
accruing interest on loans 90 days or more past due or in the process of
foreclosure.
9
<PAGE>
<TABLE>
<CAPTION>
March 31 December 31,
1997 1996
--------- ------------
(Dollars in thousands)
<S> <C> <C>
Non-accrual loans:
Real estate:
One-to four-family $6,841 $7,148
Commercial real estate,
multi-family and land 262 122
Construction 316 314
Consumer 148 113
------ ------
Total 7,567 7,697
REO, net 1,384 1,555
------ ------
Total non-performing assets $8,951 $9,252
====== ======
Allowance for loan losses as a percent of
total loans receivable .87% .88%
Allowance for loan losses as percent of
total non-performing loans 81.76% 78.23%
Non-performing loans as a percent of total
loans receivable 1.07% 1.12%
Non-performing assets as a percent of total
assets .65% .71%
</TABLE>
10
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
The Company is not engaged in any legal proceedings of a material
nature at the present time. From time to time, the Company is a party
to routine legal proceedings within the normal course of business. Such
routine legal proceedings in the aggregate are believed by management
to be immaterial to the Company's financial condition or results of
operations.
Item 2. Changes in Securities
---------------------
Not Applicable
Item 3. Defaults Upon Senior Securities
-------------------------------
Not Applicable
Item 4. Submission of Matters to Vote of Security Holders
-------------------------------------------------
A special meeting of stockholders was held on February 4, 1997 to vote
on the following proposal:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
1) Approval of the Ocean 5,294,506 1,097,302 51,745
Financial Corp. 1997
Incentive Plan
</TABLE>
The annual meeting of stockholders was held on April 24, 1997. The
following directors were elected for terms of three years: Carl
Feltz, Jr., Robert E. Knemoller and Diane F. Rhine. The following
proposals were voted on by the stockholders:
<TABLE>
<CAPTION>
Withheld/ Broker
Proposal For Abstain Non-Votes
-------- --- --------- ---------
<S> <C> <C> <C>
1) Election of Directors:
Carl Feltz, Jr. 8,090,864 66,318 0
Robert E. Knemoller 8,090,864 65,518 0
Diane F. Rhine 8,090,114 66,268 0
<CAPTION>
Withheld/ Broker
For Against Abstain Non-Votes
--- ------- -------- ---------
<S> <C> <C> <C> <C>
2) Ratification of KPMG 8,091,603 54,430 10,349 0
Peat Marwick LLP as
independent auditors
for the Company for
the year ending
December 31, 1997.
</TABLE>
Item 5. Other Information
-----------------
Not Applicable
11
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibits:
3.1 Certificate of Incorporation of Ocean Financial Corp.*
3.2 Bylaws of Ocean Financial Corp.*
4.0 Stock Certificate of Ocean Financial Corp.*
11 Computation of earnings per share
27 Financial Data Schedule (filed herewith)
b) There were no reports on Form 8-K filed during the three months
ended March 31, 1997.
* Incorporated herein by reference into this document from the Exhibits to Form
S-1, Registration Statement, filed on December 7, 1995, as amended,
Registration No. 33-80123.
12
<PAGE>
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, thereunto duly authorized.
Ocean Financial Corp.
-------------------------------
Registrant
DATE: May 12, 1997 /s/ John R. Garbarino
-----------------------------------
Chairman of the Board, President
and Chief Executive Officer
DATE: May 12, 1997 /s/ Michael Fitzpatrick
----------------------------------
Executive Vice President and
Chief Financial Officer
13
<PAGE>
Exhibit 11
----------
OCEAN FINANCIAL CORP.
---------------------
STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
-----------------------------------------------------
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
------------------------------------------
(dollars in thousands, except per share amounts)
------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
----------------------
March 31
----------------------
1997 1996
-------- --------
<S> <C> <C>
Net income $ 3,389 2,411
========= =====
Weighted average shares outstanding:
Weighted average shares issued 9,059,124 -
Less: Unallocated shares held by the ESOP (615,314) -
Plus: ESOP shares released or committed
to be released during the fiscal year 8,922 -
--------- -----
Weighted average shares outstanding 8,452,732 N/A
========= =====
Earnings per share $ .40 N/A
========= =====
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FORM 10-Q AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 5,787
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 629,784
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 698,859
<ALLOWANCE> 6,187
<TOTAL-ASSETS> 1,387,836
<DEPOSITS> 945,661
<SHORT-TERM> 175,812
<LIABILITIES-OTHER> 19,566
<LONG-TERM> 0
0
0
<COMMON> 91
<OTHER-SE> 247,206
<TOTAL-LIABILITIES-AND-EQUITY> 1,387,836
<INTEREST-LOAN> 13,594
<INTEREST-INVEST> 8,951
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 22,545
<INTEREST-DEPOSIT> 10,295
<INTEREST-EXPENSE> 12,033
<INTEREST-INCOME-NET> 10,512
<LOAN-LOSSES> 225
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 5,460
<INCOME-PRETAX> 5,413
<INCOME-PRE-EXTRAORDINARY> 5,413
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,389
<EPS-PRIMARY> .40
<EPS-DILUTED> .40
<YIELD-ACTUAL> 7.02
<LOANS-NON> 7,567
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 6,021
<CHARGE-OFFS> 0<F1>
<RECOVERIES> 0<F1>
<ALLOWANCE-CLOSE> 6,187
<ALLOWANCE-DOMESTIC> 0<F1>
<ALLOWANCE-FOREIGN> 0<F1>
<ALLOWANCE-UNALLOCATED> 0<F1>
<FN>
<F1>Information not disclosed in 10-Q.
</FN>
</TABLE>
