<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, 2000
[_] 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
OceanFirst Financial Corp.
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-3412577
-------------------------------- ---------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
975 Hooper Avenue, Toms River, NJ 08753
--------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, (732) 240-4500
including area code: ---------------------
-----------------------------------------------------------------
(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 4, 2000, there were 11,968,657 shares of the Registrant's Common
Stock, par value $.01 per share, outstanding.
<PAGE>
OceanFirst Financial Corp.
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION
- ------- ---------------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Item 1. Consolidated Financial Statements (Unaudited)
Consolidated Statements of Financial Condition
as of March 31, 2000 and December 31, 1999...................... 1
Consolidated Statements of Income for the three
months ended March 31, 2000 and 1999 ........................... 2
Consolidated Statements of Cash Flows for the three
months ended March 31, 2000 and 1999............................ 3
Notes to Consolidated Financial Statements...................... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................. 6
Item 3. Quantitative and Qualitative Disclosure about Market Risk....... 10
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................................ 11
Signatures ................................................................ 12
</TABLE>
<PAGE>
OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
--------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
- ------
Cash and due from banks $ 3,743 $ 10,007
Investment securities available for sale 118,264 120,780
Federal Home Loan Bank of New York
stock, at cost 16,800 16,800
Mortgage-backed securities available for sale 331,160 346,182
Loans receivable, net 1,062,866 1,042,975
Interest and dividends receivable 9,141 8,468
Real estate owned, net 527 292
Premises and equipment, net 13,800 13,889
Other assets 33,050 31,514
---------- ----------
Total assets $1,589,351 $1,590,907
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Deposits $1,077,945 $1,056,950
Federal Home Loan Bank advances 73,000 115,000
Securities sold under agreements to repurchase 266,445 239,867
Advances by borrowers for taxes and insurance 6,352 5,990
Other liabilities 6,326 5,570
---------- ----------
Total liabilities 1,430,068 1,423,377
---------- ----------
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,
18,118,248 shares issued and 12,003,657 and 12,620,923 shares
outstanding at March 31, 2000 and December 31, 1999,
respectively 181 181
Additional paid-in capital 178,988 178,850
Retained earnings-substantially restricted 115,747 113,169
Accumulated other comprehensive loss (11,645) (9,568)
Less: Unallocated common stock held by
Employee Stock Ownership Plan (15,334) (15,727)
Unearned Incentive Awards (3,547) (4,030)
Treasury stock, (6,114,591 and 5,497,325 shares
at March 31, 2000 and December 31, 1999, respectively) (105,107) (95,345)
---------- ----------
Total stockholders' equity 159,283 167,530
---------- ----------
Total liabilities and stockholders' equity $1,589,351 $1,590,907
========== ==========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
1
<PAGE>
OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the three months ended March 31,
-----------------------------------
2000 1999
------------- -----------
(Unaudited)
<S> <C> <C>
Interest income:
Loans $19,930 $17,907
Mortgage-backed securities 5,724 5,787
Investment securities and other 2,428 2,326
------- -------
Total interest income 28,082 26,020
------- -------
Interest expense:
Deposits 10,452 10,203
Borrowed funds 4,994 4,101
------- -------
Total interest expense 15,446 14,304
------- -------
Net interest income 12,636 11,716
Provision for loan losses 240 225
------- -------
Net interest income after provision for loan losses 12,396 11,491
------- -------
Other income:
Fees and service charges 987 780
Net gain on sales of loans and securities available for sale 60 524
(Loss) income from other real estate operations, net (11) 46
Other 294 195
------- -------
Total other income 1,330 1,545
------- -------
Operating expenses:
Compensation and employee benefits 4,330 3,655
Occupancy 582 511
Equipment 359 304
Marketing 316 407
Federal deposit insurance 120 220
Data processing 392 331
General and administrative 1,095 1,164
------- -------
Total operating expenses 7,194 6,592
------- -------
Income before provision for income taxes 6,532 6,444
Provision for income taxes 2,218 2,306
------- -------
Net income $ 4,314 $ 4,138
======= =======
Basic earnings per share $ .40 $ .33
======= =======
Diluted earnings per share $ .39 $ .33
======= =======
Average basic shares outstanding 10,865 12,556
======= =======
Average diluted shares outstanding 11,044 12,698
======= =======
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
2
<PAGE>
OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
<TABLE>
<CAPTION>
For the three months
ended March 31,
----------------------------
2000 1999
---------- ----------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 4,314 $ 4,138
----------- ----------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization of premises
and equipment 379 366
Amortization of Incentive Awards 483 485
Amortization of ESOP 393 326
ESOP adjustment 99 175
Amortization of servicing asset 70 101
Amortization of deposit premium 26 26
Net premium amortization in excess of discount
accretion on securities 107 419
Net accretion of deferred fees and discounts
in excess of premium amortization on loans (149) (162)
Provision for loan losses 240 225
Net gain on sales of real estate owned (2) (57)
Net gain on sales of loans and securities available for sale (60) (524)
Proceeds from sales of mortgage loans held for sale 4,289 26,991
Mortgage loans originated for sale (4,229) (2,054)
(Increase) decrease in interest and dividends receivable (673) 419
Increase in other assets (412) (419)
Increase (decrease) in other liabilities 795 (4,814)
----------- ----------
Total adjustments 1,356 21,503
----------- ----------
Net cash provided by operating activities 5,670 25,641
----------- ----------
Cash flows from investing activities:
Net increase in loans receivable (20,285) (28,835)
Purchase of investment securities available for sale - (13,815)
Purchase of mortgage-backed securities available for sale - (55,000)
Proceeds from maturities of investment securities
available for sale - 20,043
Principal payments on mortgage-backed securities
available for sale 14,134 46,539
Proceeds from sales of real estate owned 70 248
Purchases of premises and equipment (290) (121)
----------- ----------
Net cash used in investing activities (6,371) (30,941)
----------- ----------
</TABLE>
Continued
3
<PAGE>
OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(dollars in thousands)
<TABLE>
<CAPTION>
For the three months
ended March 31,
------------------------
2000 1999
------- -------
(Unaudited)
<S> <C> <C>
Cash flows from financing activities:
Increase (decrease) in deposits $ 20,995 $ (1,217)
(Decrease) increase in Federal Home Loan Bank advances (42,000) 14,000
Increase (decrease) in securities sold under agreements
to repurchase 26,578 (2,700)
Increase in advances by borrowers for taxes and
insurance 362 294
Dividends paid (1,678) (1,591)
Purchase of treasury stock (9,820) (9,235)
--------- --------
Net cash used in financing activities (5,563) (449)
--------- --------
Net decrease in cash and due from banks (6,264) (5,749)
Cash and due from banks at beginning of period 10,007 10,295
--------- --------
Cash and due from banks at end of period $ 3,743 $ 4,546
========= ========
Supplemental Disclosure of Cash Flow
Information:
Cash paid during the period for:
Interest $ 15,671 $ 14,466
Income taxes - 5,119
Noncash investing activities:
Transfer of loans receivable to real estate owned 303 448
Mortgage loans securitized into mortgage-backed
securities - 27,145
======== ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
4
<PAGE>
OceanFirst Financial Corp.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
Note 1. Basis of Presentation
- -----------------------------
The accompanying unaudited consolidated financial statements include the
accounts of OceanFirst Financial Corp. (the "Company") and its wholly-owned
subsidiary, OceanFirst Bank (the "Bank") and its wholly-owned subsidiaries,
OceanFirst Realty Inc. and Ocean Investment 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, 2000 are not necessarily indicative of the results of operations that may be
expected for all of 2000.
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, 1999.
Note 2. Earnings per Share
- ---------------------------
The following reconciles shares outstanding for basic and diluted earnings per
share for the three months ended March 31, 2000 and 1999:
<TABLE>
<CAPTION>
Three months ended
March 31,
-----------------------
2000 1999
-------- -------
<S> <C> <C>
Weighted average shares issued net of Treasury shares 12,427 14,371
Less: Unallocated ESOP shares (1,227) (1,357)
Unallocated incentive award shares (335) (458)
------- -------
Average basic shares outstanding 10,865 12,556
Add: Effect of dilutive securities:
Stock options 79 51
Incentive awards 100 91
------- -------
Average diluted shares outstanding 11,044 12,698
======= =======
</TABLE>
Note 3. Comprehensive Income
- -----------------------------
For the three month periods ended March 31, 2000 and 1999 total comprehensive
income, representing net income plus or minus items previously recorded directly
in equity, such as the change in unrealized gains or losses on securities
available for sale amounted to $2,237,000 and $4,116,000, respectively.
5
<PAGE>
Note 4. Loans Receivable, Net
- -----------------------------
Loans receivable, net at March 31, 2000 and December 31, 1999 consisted of the
following (in thousands):
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
Real estate:
One- to four-family $ 928,944 $ 917,481
Commercial real estate, multi-
family and land 62,393 57,142
Construction 6,616 7,791
Consumer 57,231 56,040
Commercial 19,169 15,569
----------- -----------
Total loans 1,074,353 1,054,023
Loans in process (2,987) (2,790)
Deferred fees (89) (78)
Unearned premium 38 43
Allowance for loan losses (8,449) (8,223)
---------- ----------
Loans receivable, net $1,062,866 $1,042,975
========== ==========
</TABLE>
Note 5. Deposits
- ----------------
The major types of deposits at March 31, 2000 and December 31, 1999 were as
follows (in thousands):
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
Type of Account
- ---------------
Non-interest bearing $ 38,594 $ 31,328
NOW 117,682 113,426
Money market deposit 80,267 80,597
Savings 172,111 171,064
Time deposits 669,291 660,535
---------- ----------
$1,077,945 $1,056,950
========== ==========
</TABLE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Financial Condition
Total assets at March 31, 2000 were $1.589 billion, a decrease of $1.6 million,
compared to $1.591 billion at December 31, 1999.
Loans receivable, net, increased by $19.9 million, or 1.9%, to a balance of
$1.063 billion at March 31, 2000, compared to a balance of $1.043 billion at
December 31, 1999. The increase was largely attributable to commercial lending
(including commercial real estate) initiatives which accounted for $8.9 million
of this growth. Deposit balances increased $21.0 million to $1.078 billion at
March 31, 2000 from $1.057 billion at December 31, 1999, partly due to the
results of new branches opened in late 1999.
Stockholder's equity at March 31, 2000 was $159.3 million, compared to $167.5
million at December 31, 1999. The Company repurchased 620,600 shares of common
stock during the quarter for $9.8 million. Under the 10% repurchase program
authorized by the Board of Directors in January 2000, 641,492 shares remain to
be purchased as of March 31, 2000.
6
<PAGE>
Results of Operations
General
Net income increased 4.3%, to $4.3 million for the three months ended March 31,
2000 as compared to net income of $4.1 million for the three months ended March
31, 1999. Diluted earnings per share increased 18.2% to $.39 for the three
months ended March 31, 2000, as compared to $.33 for the same prior year period.
The higher percentage increase in earnings per share is the result of the
Company's repurchase program which reduced the number of shares outstanding.
Interest Income
Interest income for the three months ended March 31, 2000 was $28.1 million,
compared to $26.0 million for the three months ended March 31, 1999, an increase
of $2.1 million reflecting a $45.0 million increase in average interest-earning
assets and a higher average yield on those assets. The yield on average
interest-earning assets increased to 7.34% on average in the first quarter of
2000, from 7.01% on average in the first quarter of 1999. The asset yield
benefited from a change in the mix of average interest-earning assets towards a
higher concentration of loans receivable with a corresponding reduction of
lower-yielding investment and mortgage-backed securities. For the three months
ended March 31, 2000 loans receivable represented 68.7% of average
interest-earning assets as compared to 64.6% for the same prior year period.
Interest Expense
Interest expense for the three months ended March 31, 2000 was $15.4 million,
compared to $14.3 million for the three months ended March 31, 1999, an increase
of $1.1 million, or 8.0%. The increase in interest expense was primarily the
result of an increase in the average cost of interest-bearing liabilities which
rose to 4.49% for the three months ended March 31, 2000, as compared to 4.38%
for the same prior year period and an increase in average interest-bearing
liabilities which rose to $1.375 billion for the quarter ending March 31, 2000
as compared to $1.306 billion for the same prior year period. The increase in
funding costs was partly restrained, as compared to the larger increase in asset
yield, due to the Company's focus on lower costing core deposit growth. Core
deposits (including noninterest-bearing deposits) represented 37.7% of average
deposits for the three months ended March 31, 2000, as compared to 36.4% for the
same prior year period.
Provision for Loan Losses
For the three months ended March 31, 2000, the Company's provision for loan
losses was $240,000, as compared to $225,000 for the same prior year period. The
Company's non-performing assets increased slightly to $3.4 million at March 31,
2000 as compared to $3.3 million at March 31, 1999.
Other Income
Other income was $1.3 million for the three months ended March 31, 2000,
compared to $1.5 million for the same prior year period. The Company sold $27.1
million of 30-year fixed-rate loans for the three months ended March 31, 1999 at
a gain of $524,000, which completed a balance sheet restructuring begun in the
fourth quarter of 1998. For the three months ended March 31, 2000 the Company
sold $4.2 million of 30-year fixed-rate loans at a gain of $60,000. The Company
periodically sells these loans to assist in the management of interest rate
risk. Excluding the respective gains on the sale of loans, other income
increased by $249,000, or 24.4%, for the three months ended March 31, 2000 as
compared to the same prior year period. Fees and service charges increased due
to the growth in commercial account services and retail core account balances.
The Company continues to focus on growing non-interest revenue with the recent
introduction of Trust and Asset Management services.
Operating Expenses
Operating expenses were $7.2 million for the three months ended March 31, 2000,
an increase of $602,000 as compared to the same prior year period. The increase
was principally due to the costs associated with the opening of the Bank's
twelfth and thirteenth branch offices in September and October 1999 and the
introduction of the Company's Trust and Asset Management business line. These
increases were partly offset by a $100,000 decrease in Federal Deposit insurance
due to a decline in the assessment rate for members, such as the Bank, of the
Savings Association Insurance Fund.
7
<PAGE>
Provision for Income Taxes
Income tax expense was $2.2 million for the three months ended March 31, 2000,
compared to $2.3 million for the same prior year period. The effective tax rate
declined to 34.0% for the three months ended March 31, 2000, as compared to
35.8% for the same prior year period partly due to an increase in the nontaxable
income from Bank Owned Life Insurance.
Liquidity and Capital Resources
The Company's primary sources of funds are deposits, principal and interest
payments on loans and mortgage-backed securities, Federal Home Loan Bank
("FHLB") and other borrowings and, to a lesser extent, investment maturities and
proceeds from the sale of loans. While scheduled amortization of loans is a
predictable source 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.
At March 31, 2000, the Company had $23.0 million of outstanding overnight
borrowings from the FHLB, an increase from no overnight borrowings at December
31, 1999. The Company utilizes the overnight line from time to time to fund
short-term liquidity needs. The Company also had other borrowings of $316.4
million at March 31, 2000, a decrease from $354.9 million at December 31, 1999.
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, 2000, were
primarily provided by principal payments on loans and mortgage-backed securities
and increased deposits. The cash was principally utilized for loan originations,
a reduction in total borrowings and the purchase of treasury stock. For the
three months ended March 31, 1999, the cash needs of the Company were primarily
satisfied by maturities of investment securities available for sale, principal
payments on loans and mortgage-backed securities, proceeds from the sale of
mortgage loans held for sale and increased borrowings. The cash provided was
principally used for the purchase of investment and mortgage-backed securities,
the origination of loans and the purchase of treasury stock.
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 4% 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, 2000 and December 31, 1999, the Bank's liquidity
ratios were 7.5% and 8.9%, respectively, both in excess of the minimum
regulatory requirement.
At March 31, 2000, the Bank exceeded all of its regulatory capital requirements
with tangible capital of $125.3 million, or 7.8%, of total adjusted assets,
which is above the required level of $24.0 million or 1.5%; core capital of
$125.3 million or 7.8% of total adjusted assets, which is above the required
level of $48.0 million, or 3.0%; and risk-based capital of $133.7 million, or
15.7% of risk-weighted assets, which is above the required level of $68.0
million or 8.0%. The Bank is considered a "well capitalized" institution under
the Office of Thrift Supervision's prompt corrective action regulations.
8
<PAGE>
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, 2000 or December 31, 1999. 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.
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
--------- ------------
(dollars in thousands)
<S> <C> <C>
Non-accrual loans:
Real estate:
One-to four-family $2,710 $2,401
Commercial real estate,
multi-family and land - 362
Consumer 150 222
------ ------
Total 2,860 2,985
REO, net 527 292
------ ------
Total non-performing assets $3,387 $3,277
====== ======
Non-performing loans as a percent of total
loans receivable .27% .28%
Non-performing assets as a percent of total
assets .21 .21
Allowance for loan losses as a percent of
total loans receivable .79 .78
Allowance for loan losses as percent of
total non-performing loans 295.42 275.48
</TABLE>
Private Securities Litigation Reform Act Safe Harbor Statement
In addition to historical information, this quarterly report may include certain
forward looking statements based on current management expectations. The
Company's actual results could differ materially from those management
expectations. Factors that could cause future results to vary from current
management expectations include, but are not limited to, general economic
conditions, legislative and regulatory changes, monetary and fiscal policies of
the federal government, changes in tax policies, rates and regulations of
federal and state tax authorities, changes in interest rates, deposit flows, the
cost of funds, demand for loan products, demand for financial services,
competition, changes in the quality or composition of the Bank's loan and
investment portfolios, changes in accounting principles, policies or guidelines,
and other economic, competitive, governmental and technological factors
affecting the Company's operations, markets, products, services and prices.
Further description of the risks and uncertainties to the business are included
in Item 1, Business, of the Company's 1999 Form 10-K.
9
<PAGE>
Item 3. Quantitative and Qualitative Disclosure about Market Risk
The Company's interest rate sensitivity is monitored by management through the
use of an interest rate risk (IRR) model. Based on internal IRR modeling the
Company's one year gap at March 31, 2000 was negative 14.2% as compared to
negative 11.8% at December 31, 1999. Additionally, the table below sets forth
the Company's exposure to interest rate risk as measured by the change in net
portfolio value ("NPV") and net interest income under varying rate shocks as of
March 31, 2000 and December 31, 1999. All methods used to measure interest rate
sensitivity involve the use of assumptions, which may tend to oversimplify the
manner in which actual yields and costs respond to changes in market interest
rates. The Company's interest rate sensitivity should be reviewed in conjunction
with the financial statements and notes thereto contained in the Company's
Annual Report for the year ended December 31, 1999.
At March 31, 2000, the Company's NPV in a static rate environment is less than
the NPV at December 31, 1999, reflecting the Company's declining capital levels
resulting from common stock repurchase programs. Also, in a shocked interest
rate environment, the Company projects a greater percent change in NPV at March
31, 2000 than was the case at December 31, 1999. The heightened interest rate
sensitivity is primarily due to the declining capital base which accentuates, on
a percentage basis, similar dollar changes in NPV. Additionally, the generally
higher interest rate environment reduces anticipated prepayment speeds on
mortgage loans and mortgage-backed securities and reduces the likelihood that a
callable security is called before its stated maturity date.
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
------------------------------------------------------- -------------------------------------------------------
Net Portfolio Value Net Interest Income Net Portfolio Value Net Interest Income
- ------------------------------------------------------------------------- -------------------------------------------------------
Change in
Interest Rates
in Basis Points NPV NPV
(Rate Shock) Amount % Change Ratio Amount % Change Amount % Change Ratio Amount % Change
- ------------------------------------------------------------------------- -------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(dollars in
thousands)
300 $ 92,935 (48.7)% 6.6% $40,713 (13.4)% $119,838 (40.0)% 8.4% $44,212 (9.3)%
200 127,895 (29.4) 8.8 43,175 (8.2) 151,710 (24.0) 10.3 46,123 (5.3)
100 158,211 (12.6) 10.5 45,446 (3.4) 179,446 (10.1) 11.8 47,765 (2.0)
Static 181,052 - 11.7 47,030 - 199,646 - 12.8 48,724 -
(100) 197,936 9.3 12.5 48,185 2.5 213,252 6.8 13.3 49,251 1.1
(200) 205,586 13.6 12.7 48,646 3.4 217,678 9.0 13.4 48,927 1.4
(300) 207,059 14.4 12.6 48,339 2.8 216,809 8.6 13.2 47,865 (1.8)
</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 a Vote of Security Holders
---------------------------------------------------
The annual meeting of stockholders was held on April 19, 2000.
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. 9,994,273 754,294 0
Robert E. Knemoller 9,994,823 753,744 0
Diane F. Rhine 9,994,823 753,744 0
<CAPTION>
Withheld/ Broker
For Against Abstain Non-Votes
--- ------- ------- ---------
2) Approval of the OceanFirst
Financial Corp. 2000
Stock Option Plan 6,639,603 1,677,543 62,543 2,368,878
<C>
Withheld/ Broker
For Against Abstain Non-Votes
--- ------- ------- ---------
3) Ratification of KPMG LLP
as independent auditors for the
Company for the year ending
December 31, 2000 10,700,510 17,788 30,269 0
</TABLE>
Item 5. Other Information
-----------------
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibits:
3.1 Certificate of Incorporation of OceanFirst
Financial Corp.*
3.2 Bylaws of OceanFirst Financial Corp.*
4.0 Stock Certificate of OceanFirst Financial Corp.*
27 Financial Data Schedule (filed herewith)
b) There were no reports on Form 8-K filed during the three
months ended March 31, 2000
* 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.
11
<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.
OceanFirst Financial Corp.
---------------------------------
Registrant
DATE: May 9, 2000 /s/ John R. Garbarino
---------------------------------
John R. Garbarino
Chairman of the Board, President
and Chief Executive Officer
DATE: May 9, 2000 /s/ Michael Fitzpatrick
---------------------------------
Michael Fitzpatrick
Executive Vice President and
Chief Financial Officer
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,743
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 449,424
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 1,062,866
<ALLOWANCE> 8,449
<TOTAL-ASSETS> 1,589,351
<DEPOSITS> 1,077,945
<SHORT-TERM> 339,445
<LIABILITIES-OTHER> 12,678
<LONG-TERM> 0
0
0
<COMMON> 181
<OTHER-SE> 159,102
<TOTAL-LIABILITIES-AND-EQUITY> 1,589,351
<INTEREST-LOAN> 19,930
<INTEREST-INVEST> 8,152
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 28,082
<INTEREST-DEPOSIT> 10,452
<INTEREST-EXPENSE> 15,446
<INTEREST-INCOME-NET> 12,636
<LOAN-LOSSES> 240
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 7,194
<INCOME-PRETAX> 6,532
<INCOME-PRE-EXTRAORDINARY> 6,532
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,314
<EPS-BASIC> .40
<EPS-DILUTED> .39
<YIELD-ACTUAL> 7.34
<LOANS-NON> 2,860
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 8,223
<CHARGE-OFFS> 16
<RECOVERIES> 2
<ALLOWANCE-CLOSE> 8,449
<ALLOWANCE-DOMESTIC> 0<F1>
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0<F1>
<FN>
<F1>INFORMATION NOT DISCLOSED IN 10-Q.
</FN>
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