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, 2003
o
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 incorporation or organization)
(I.R.S. Employer Identification No.)
975 Hooper Avenue, Toms River, NJ
08754-2009
(Address of principal executive offices)
(Zip Code)
Registrants telephone number, including area code: (732)240-4500
(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 o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
As of May 8, 2003, there were 13,756,348 shares of the Registrants Common Stock, par value $.01 per share, outstanding.
INDEX TO FORM 10-Q
PAGE
PART I.
FINANCIAL INFORMATION
Item 1.
Consolidated Financial Statements (Unaudited)
Consolidated Statements of Financial Condition as of March 31, 2003 and December 31, 2002
1
Consolidated Statements of Income for the three months ended March 31, 2003 and 2002
2
Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002
3
Notes to Unaudited Consolidated Financial Statements
5
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
7
Item 3.
Quantitative and Qualitative Disclosure about Market Risk
10
Item 4.
Controls and Procedures
11
Part II.
OTHER INFORMATION
Legal Proceedings
12
Changes in Securities
Default Upon Senior Securities
Submission of Matters to a Vote of Security Holders
Item 5.
Other Information
Item 6.
Exhibits and Reports on Form 8-K
Signatures
14
Certifications
15
wOceanFirst Financial Corp.Consolidated Statements of Financial Condition (dollars in thousands, except per share amounts)
March 31, 2003
December 31, 2002
(Unaudited)
ASSETS
Cash and due from banks
$
35,104
17,192
Investment securities available for sale
77,823
91,978
Federal Home Loan Bank of New York stock, at cost
19,850
18,700
Mortgage-backed securities available for sale
142,587
138,657
Loans receivable, net
1,336,696
1,335,898
Mortgage loans held for sale
57,211
66,626
Interest and dividends receivable
6,572
6,378
Real estate owned, net
141
Premises and equipment, net
17,320
17,708
Servicing asset
7,328
7,907
Bank Owned Life Insurance
32,818
32,398
Other assets
11,628
10,115
Total assets
1,744,937
1,743,698
LIABILITIES AND STOCKHOLDERS EQUITY
Deposits
1,151,882
1,184,836
Securities sold under agreements to repurchase with retail customers
52,870
44,584
Securities sold under agreements to repurchase with the Federal Home Loan Bank
115,000
140,000
Federal Home Loan Bank advances
269,500
214,000
Advances by borrowers for taxes and insurance
6,789
5,952
Other liabilities
13,524
19,021
Total liabilities
1,609,565
1,608,393
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, 27,177,372 shares issued and 13,777,942 and 13,757,880 shares outstanding at March 31, 2003 and December 31, 2002, respectively
272
Additional paid-in capital
186,740
184,934
Retained earnings
144,067
142,224
Accumulated other comprehensive loss
(4,429
)
(3,201
Less:
Unallocated common stock held by Employee Stock Ownership Plan (ESOP)
(10,913
(11,248
Treasury stock, 13,399,430 and 13,419,492 shares at March 31, 2003 and December 31, 2002, respectively
(180,365
(177,676
Total stockholders equity
135,372
135,305
Total liabilities and stockholders equity
See accompanying Notes to Unaudited Consolidated Financial Statements.
OceanFirst Financial Corp.Consolidated Statements of Income(in thousands, except per share amounts)
For the three months ended March 31,
2003
2002
Interest income:
Loans
22,746
23,856
Mortgage-backed securities
1,436
3,098
Investment securities and other
1,246
1,460
Total interest income
25,428
28,414
Interest expense:
5,233
7,385
Borrowed funds
4,808
5,361
Total interest expense
10,041
12,746
Net interest income
15,387
15,668
Provision for loan losses
375
500
Net interest income after provision for loan losses
15,012
15,168
Other income:
Loan servicing (loss) income
(1,190
41
Fees and service charges
1,824
1,437
Net gain on sales of loans and securities available for sale
2,505
394
Net income from other real estate operations
110
19
Income on Bank Owned Life Insurance
420
524
Other
Total other income
3,680
2,425
Operating expenses:
Compensation and employee benefits
5,093
5,262
Occupancy
937
792
Equipment
591
543
Marketing
421
424
Federal deposit insurance
93
126
Data processing
715
588
General and administrative
2,766
2,143
Total operating expense
10,616
9,878
Income before provision for income taxes
8,076
7,715
Provision for income taxes
2,827
2,666
Net income
5,249
5,049
Basic earnings per share
0.42
0.38
Diluted earnings per share
0.40
0.36
Average basic shares outstanding
12,442
13,182
Average diluted shares outstanding
13,210
13,895
OceanFirst Financial Corp.CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands)
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization of premises and equipment
553
475
Amortization of Incentive Awards
161
Amortization of ESOP
334
354
ESOP adjustment
527
395
Amortization and impairment of servicing asset
1,772
462
Amortization of intangible assets
26
Net premium amortization in excess of discount accretion on securities
224
321
Net (accretion) amortization of deferred fees and discounts on loans
(268
Net gain on sales of real estate owned
(114
(23
Net gain on sales of loans and securities
(2,505
(394
Proceeds from sales of mortgage loans held for sale
149,411
127,543
Mortgage loans originated for sale
(139,007
(162,794
Increase in value of Bank Owned Life Insurance
(420
(524
Increase in interest and dividends receivable
(194
(434
Increase in other assets
(701
(891
Decrease in other liabilities
(4,217
(7,290
Total adjustments
5,796
(42,112
Net cash provided by (used in) operating activities
11,045
(37,063
Cash flows from investing activities:
Net (decrease) increase in loans receivable
(905
46,951
Proceeds from sale of investment securities available for sale
1,273
Purchase of investment securities available for sale
(1,332
(600
Purchase of mortgage-backed securities available for sale
(50,392
Proceeds from maturities of investment securities available for sale
13,171
Principal payments on mortgage-backed securities available for sale
45,538
32,266
Increase in Federal Home Loan Bank of New York stock
(1,150
(325
Proceeds from sales of real estate owned
255
72
Purchases of premises and equipment
(165
(1,361
Net cash provided by investing activities
6,293
77,003
Continued
OceanFirst Financial Corp. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (dollars in thousands)
Cash flows from financing activities:
(Decrease) increase in deposits
(32,954
4,987
Increase (decrease) in short-term borrowings
18,786
(45,005
Proceeds from Federal Home Loan Bank advances
20,000
25,000
Repayments of Federal Home Loan Bank advances
(15,000
Increase in advances by borrowers for taxes and insurance
837
133
Exercise of stock options
2,903
246
Dividends paid
(2,247
(2,129
Purchase of treasury stock
(6,751
(5,881
Net cash provided by (used in) financing activities
574
(37,649
Net increase in cash and due from banks
17,912
2,291
Cash and due from banks at beginning of period
16,876
Cash and due from banks at end of period
19,167
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest
9,979
12,960
Income taxes
7,654
2,353
Noncash investing activities:
Transfer of loans receivable to real estate owned
97
Mortgage loans securitized into mortgage-backed securities
28,520
47,624
See accompanying notes to unaudited consolidated financial statements.
4
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
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, Columbia Equities, Ltd., OceanFirst REIT Holdings, Inc., OceanFirst Realty Corp. and OceanFirst Services, LLC.
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, 2003 are not necessarily indicative of the results of operations that may be expected for all of 2003.
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 Companys Annual Report to Stockholders on Form 10-K for the year ended December 31, 2002.
Stock Based Compensation
The Company accounts for stock based compensation using the intrinsic value method under Accounting Principles Board No. 25 and accordingly has recognized no compensation expense under this method. Statement of Financial Accounting Standards No. 123, Accounting for Stock-based Compensation as amended by Statement of Financial Accounting Standards No. 148, Accounting for Stock-based Compensation-Transition and Disclosure, permits the use of the intrinsic value method; however, requires the Company to disclose the pro forma net income and earnings per share as if the stock-based compensation had been accounted for using the fair value method. Had the compensation costs for the Companys stock option plan been determined based on the fair value method, the Companys net income and earnings per share would have been reduced to the pro forma amounts indicated below (in thousands except per share data):
Three months ended March 31,
Net income - as reported
Stock based employee compensation expense included in reported net income, all relating to earned incentive awards, net of related tax effects
105
Total stock-based employee compensation expense determined under the fair value based method, including earned incentive awards and stock option grants, net of related tax effects
(93
(199
Net stock based employee compensation expense not included in reported net income, all relating to stock option grants, net of related tax effects
(94
Net income - pro forma
5,156
4,955
Basic earnings per share:
As reported
.42
.38
Pro forma
.41
Diluted earnings per share:
.40
.36
.39
Earnings per Share
The following reconciles shares outstanding for basic and diluted earnings per share for the three months ended March 31, 2003 and 2002 (in thousands):
Weighted average shares issued net of Treasury shares
13,801
14,740
Unallocated ESOP shares
(1,314
(1,481
Unallocated incentive award shares
(45
(78
13,181
Add:
Effect of dilutive securities:
Stock options
732
648
Incentive awards
36
65
13,894
Comprehensive Income
For the three month periods ended March 31, 2003 and 2002, total comprehensive income, representing net income plus or minus items recorded directly in equity, such as the change in unrealized gains or losses on securities available for sale amounted to $4,021,000 and $2,862,000, respectively.
Note 2. Loans Receivable, Net
Loans receivable, net at March 31, 2003 and December 31, 2002 consisted of the following (in thousands):
Real estate:
One- to four-family
1,086,785
1,104,976
Commercial real estate, multi-family and land
146,715
139,654
Construction
12,333
11,079
Consumer
81,664
80,218
Commercial
78,022
77,968
Total loans
1,405,519
1,413,895
Loans in process
(3,981
(3,531
Deferred origination costs, net
2,239
Unearned discount
(5
Allowance for loan losses
(10,453
(10,074
Total loans, net
1,393,907
1,402,524
Less: mortgage loans held for sale
Note 3. Deposits
The major types of deposits at March 31, 2003 and December 31, 2002 were as follows (in thousands):
Type of Account
Non-interest bearing
92,279
86,290
NOW
247,529
260,762
Money market deposit
127,280
123,960
Savings
245,029
234,995
Time deposits
439,765
478,829
6
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Analysis of Net Interest Income
Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income also depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rate earned or paid on them.
The following table sets forth certain information relating to the Company for the three months ended March 31, 2003 and 2002. The yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods shown except where noted otherwise. Average balances are derived from average daily balances. The yields and costs include fees which are considered adjustments to yields.
Three Months Ended March 31,
Average Balance
Average Yield/ Cost
(Dollars in thousands)
Assets
Interest-earnings assets:
Interest-earning deposits and short term investments
13,876
40
1.15
%
2,618
. 92
Investment securities
89,010
951
4.27
80,563
1,197
5.94
FHLB stock
19,110
5.34
23,721
257
4.33
123,880
4.64
216,822
5.72
Loans receivable, net (1)
1,402,070
6.49
1,345,568
7.09
Total interest-earning assets
1,647,946
6.17
1,669,292
6.81
Non-interest earning assets
84,861
82,462
1,732,807
1,751,754
Liabilities and Stockholders Equity
Interest-bearing liabilities:
Transaction deposits
630,277
1,570
1.00
509,850
2,017
1.58
459,912
3,663
3.19
524,683
5,368
4.09
Total
1,090,189
1.92
1,034,533
2.86
400,729
4.80
485,047
4.42
Total interest-bearing liabilities
1,490,918
2.69
1,519,580
3.36
Non-interest-bearing deposits
88,147
72,635
Non-interest bearing liabilities
19,208
14,566
1,598,273
1,606,781
Stockholdersequity
134,534
144,973
Net interest rate spread (2)
3.48
3.45
Net interest margin (3)
3.73
3.75
(1)
Amount is net of deferred loan fees, undisbursed loan funds, discounts and premiums and estimated loss allowances and includes loans held for sale and non-performing loans.
(2)
Net interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.
(3)
Net interest margin represents net interest income divided by average interest-earning assets.
Comparison of Financial Condition at March 31, 2003 and December 31, 2002
Total assets at March 31, 2003 were $1.745 billion, an increase of $1.2 million, compared to $1.744 billion at December 31, 2002.
Loans receivable, net increased by $798,000 to a balance of $1.337 billion at March 31, 2003, compared to a balance of $1.336 billion at December 31, 2002. Commercial and commercial real estate loans outstanding increased $7.1 million, while one- to four-family mortgage loans declined, as the Bank actively sold 30-year fixed-rate mortgage loans during the period.
Deposit balances decreased $33.0 million to $1.152 billion at March 31, 2003 from $1.185 billion at December 31, 2002. During the quarter a large commercial deposit relationship transferred $11.6 million to the securities sold under agreement to repurchase account. Core deposit categories, a key emphasis for the Company, increased by $6.1 million, net of the $11.6 million mentioned above, as time deposits declined.
Stockholders equity at March 31, 2003 increased to $135.4 million, compared to $135.3 million at December 31, 2002. The Company repurchased 310,800 shares of common stock during the three months ended March 31, 2003 at a total cost of $6.8 million. Under the 10% repurchase program authorized by the Board of Directors in August 2002, 639,035 shares remain to be purchased as of March 31, 2003. The cost of the share repurchases was partly offset by the proceeds from stock option exercises and the related tax benefit.
Comparison of Operating Results for the Three Months Ended March 31, 2003 and March 31, 2002
General
Net income increased to $5.2 million for the three months ended March 31, 2003, as compared to net income of $5.0 million for the three months ended March 31, 2002. Diluted earnings per share increased to $.40 for the three months ended March 31, 2003, as compared to $.36, for the same prior year period. Earnings per share was favorably affected by the Companys repurchase program, which reduced the number of shares outstanding.
Interest Income
Interest income for the three months ended March 31, 2003 was $25.4 million, compared to $28.4 million for the three months ended March 31, 2002. The decrease in interest income was due to a decline in the yield on interest-earning assets to 6.17%, for the three months ended March 31, 2003, as compared to 6.81% for the same prior year period. Despite the decline, which was reflective of the general interest rate environment, the asset yield continued to benefit from the Banks loan growth over the past year, which was partly funded by reductions in the lower-yielding investment and mortgage-backed securities available for sale portfolios. For the three months ended March 31, 2003 loans receivable represented 85.1% of average interest-earning assets as compared to 80.6% for the same prior year period. The asset yield for the three months ended March 31, 2003 benefited from $407,000 of income relating to an equity investment. The comparable benefit for the prior year period was $600,000.
Interest Expense
Interest expense for the three months ended March 31, 2003 was $10.0 million compared to $12.7 million for the three months ended March 31, 2002. The decrease in interest expense was primarily the result of a decrease in the cost of interest-bearing liabilities to 2.69% for the three months ended March 31, 2003, as compared to 3.36% in the same prior year period. Funding costs decreased due to the lower interest rate environment and also due to the Companys focus on lower-costing core deposit growth. Core deposits (including non-interest-bearing deposits) represented 61.0% of average deposits for the three months ended March 31, 2003, as compared to 52.6% for the same prior year period.
Provision for Loan Losses
For the three months ended March 31, 2003, the Companys provision for loan losses was $375,000 as compared to $500,000 for the same prior year period. The prior period provision was increased to reflect the charge-off of a large nonperforming commercial loan which was part of a shared national credit.
Other Income
Other income was $3.7 million for the three months ended March 31, 2003, compared to $2.4 million for the same prior year period. For the three months ended March 31, 2003, the Company recorded a gain of $2.5 million on the sale of loans and securities, as compared to a gain of $394,000 in the same prior year period. For the three months ended March 31, 2003 the gain on sale of loans and securities includes a gain of $323,000 on the sale of equity securities.
Loan servicing income decreased by $1.2 million for the three months ended March 31, 2003, as compared to the same prior year period due to actual and anticipated prepayments of the loans underlying the servicing portfolio. Results for the three months ended March 31, 2003 include the recognition of an impairment charge on the loan servicing asset for $1.0 million. There was no servicing impairment in the same prior period.
Fees and service charges increased by $387,000, or 26.9%, for the three months ended March 31, 2003, as compared to the same prior year period due to the growth in commercial account services, retail core account balances and trust fees.
Operating Expenses
Operating expenses were $10.6 million for the three months ended March 31, 2003, as compared to $9.9 million in the same prior year period. The increase was principally due to the costs associated with the opening and operation of the Banks seventeenth branch office in May 2002, as well as higher loan-related expenses. Additionally, ESOP expense increased by $113,000 due to the higher average market price for the Companys shares during the first quarter of 2003, as compared to the same prior year period.
8
Provision for Income Taxes
Income tax expense was $2.8 million for the three months ended March 31, 2003, compared to $2.7 million for the same prior year period. The effective tax rate increased slightly to 35.0% for the three months ended March 31, 2003 as compared to 34.6% for the same prior year period.
Liquidity and Capital Resources
The Companys primary sources of funds are deposits, principal and interest payments on loans and mortgage-backed securities, proceeds from the sale of loans, Federal Home Loan Bank (FHLB) and other borrowings and, to a lesser extent, investment maturities. 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, 2003, the Company had outstanding overnight borrowings from the FHLB of $10.5 million, an increase from no outstanding overnight borrowings at December 31, 2002. The Company utilizes the overnight line from time to time to fund short-term liquidity needs. The Company also had other borrowings of $426.9 million at March 31, 2003, an increase from $398.6 million at December 31, 2002. These borrowings were used to fund a wholesale leverage strategy designed to improve returns on invested capital.
The Companys cash needs for the three months ended March 31, 2003, were primarily provided by principal payments on loans and mortgage-backed securities, increased total borrowings and proceeds from the sale of mortgage loans held for sale. The cash was principally utilized for loan originations, the purchase of mortgage-backed securities and the purchase of treasury stock. For the three months ended March 31, 2002, the cash needs of the Company were primarily satisfied by principal payments on loans and mortgage-backed securities, maturities of investment securities and proceeds from the sale of mortgage loans held for sale. The cash provided was principally used for the origination of loans, a reduction in total borrowings and the purchase of treasury stock.
At March 31, 2003, the Bank exceeded all of its regulatory capital requirements with tangible capital of $117.1 million, or 6.70%, of total adjusted assets, which is above the required level of $26.2 million or 1.5%; core capital of $117.1 million or 6.70% of total adjusted assets, which is above the required level of $52.4 million, or 3.0%; and risk-based capital of $127.4 million, or 11.79% of risk-weighted assets, which is above the required level of $86.4 million or 8.0%. The Bank is considered a well-capitalized institution under the Office of Thrift Supervisions prompt corrective action regulations.
9
Non-Performing Assets
The following table sets forth information regarding the Companys non-performing assets consisting of non-accrual loans and Real Estate Owned (REO). 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.
(dollars in thousands)
Non-accrual loans:
One-to four-family
3,175
2,222
73
74
146
95
291
297
3,685
2,688
REO, net
Total non-performing assets
2,829
Allowance for loan losses as a percent of total loans receivable
.74
.71
Allowance for loan losses as percent of total non-performing loans
283.66
374.78
Non-performing loans as a percent of total loans receivable
.26
.19
Non-performing assets as a percent of total assets
.21
.16
Private Securities Litigation Reform Act Safe Harbor Statement
In addition to historical information, this quarterly report contains certain forward-looking statements which are based on certain assumptions and describe future plans, strategies and expectations of the Company. These forward-looking statements are generally identified by use of the words believe, expect, intend, anticipate, estimate, project, or similar expressions. The Companys ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and the subsidiaries include, but are not limited to, changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Companys market area and accounting principles and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on statements. The Company does not undertake- and specifically disclaims any obligation to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Further description of the risks and uncertainties to the business are included in Item 1, BUSINESS of the Companys 2002 Form 10-K.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
The Companys interest rate sensitivity is monitored by management through the use of an interest rate risk (IRR) model. The following table sets forth the amounts of interest-earning assets and interest-bearing liabilities outstanding at March 31, 2003, which were anticipated by the Company, based upon certain assumptions, to reprice or mature in each of the future time periods shown. At March 31, 2003 the Companys one year gap was positive 8.16% as compared to positive 10.05% at December 31, 2002.
At March 31, 2003 (dollars in thousands)
3 Months or Less
More than 3 Months to 1 Year
More than 1 Year to 3 Years
More than 3 Years to 5 Years
More than 5 Years
Interest-earning assets: (1)
Interest-earning deposits and short- term investments
15,637
75,300
1,200
10,394
86,894
21,378
48,059
47,998
15,279
8,289
141,003
Loans receivable (2)
246,224
256,682
435,124
275,378
188,130
1,401,538
358,539
305,941
483,122
290,657
226,663
1,664,922
Money market deposit accounts
6,566
17,734
35,568
67,412
Savings accounts
12,640
34,141
68,473
129,775
NOW accounts
12,769
34,489
69,172
131,099
107,314
167,598
117,627
31,665
15,561
FHLB advances
14,500
68,000
90,000
77,000
Securities sold under agreements to repurchase
55,000
35,000
167,870
206,659
321,962
435,840
461,951
70,561
1,496,973
Interest sensitivity gap (3)
151,880
(16,021
47,282
(171,294
156,102
167,949
Cumulative interest sensitivity gap
135,859
183,141
11,847
Cumulative interest sensitivity gap as a percent of total interest- earning assets
9.12
8.16
11.00
0.71
10.09
Interest-earning assets are included in the period in which the balances are expected to be redeployed and/or repriced as a result of anticipated prepayments, scheduled rate adjustments, and contractual maturities.
For purposes of the gap analysis, loans receivable includes loans held for sale and non-performing loans gross of the allowance for loan losses, unamortized discounts and deferred loan fees.
Interest sensitivity gap represents the difference between interest-earning assets and interest-bearing liabilities.
Additionally, the table below sets forth the Companys 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, 2003 and December 31, 2002. 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 Companys interest rate sensitivity should be reviewed in conjunction with the financial statements and notes thereto contained in the Companys Annual Report for the year ended December 31, 2002.
Net Portfolio Value
Net Interest Income
Change in Interest Rates in Basis Points (Rate Shock)
Amount
% Change
NPV Ratio
200
162,964
(6.7
)%
9.5
60,577
1.7
151,546
(7.1
8.9
60,492
2.1
100
175,052
0.2
10.0
60,441
1.5
163,725
0.4
9.4
60,234
Static
174,758
9.8
59,553
163,127
9.2
59,230
(100)
161,759
(7.4
9.0
56,769
(4.7
150,429
(7.8
8.4
56,527
(4.6
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures. The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within 90 days of the filing date of this report, the chief executive officer and the principal financial officer of the Company concluded that the Companys disclosure controls and procedures were adequate.
Changes in internal controls. The Company made no significant changes in its internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation of those controls by the chief executive officer and principal financial officer.
PART II. OTHER INFORMATION
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 Companys financial condition or results of operations.
Not Applicable
Defaults Upon Senior Securities
The annual meeting of stockholders was held on April 24, 2003. The following directors were elected for terms of three years: John W. Chadwick, Carl Feltz, Jr. and Diane F. Rhine. The following proposals were voted on by the stockholders:
Proposal
For
Against
Withheld/ Abstain
Broker Non-Votes
1)
Election of Directors
John W. Chadwick
10,543,644
451,542
Carl Feltz, Jr.
10,540,160
455,022
Diane F. Rhine
10,541,597
453,585
2)
Amendment of the OceanFirst Financial Corp. 2000 Stock Option Plan
6,814,253
2,570,788
39,587
1,570,554
3)
Ratification of the appointment of KPMG LLP as independent auditors of the Company for the fiscal year ending December 31, 2003.
10,991,371
71,891
11,920
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.*
99.1
CEO Certification pursuant to 18 U.S.C. Section 1350 as added by Section 906 of the Sarbanes-Oxley Act of 2002.
99.2
CFO Certification pursuant to 18 U.S.C. Section 1350 as added by Section 906 of the Sarbanes-Oxley Act of 2002.
b)
There were no reports on Form 8-K filed during the three months ended March 31, 2003.
*
Incorporated herein by reference into this document from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996, as amended, Registration No. 33-80123.
**
Incorporated herein by reference into this document from the Exhibit to Form 10-K, Annual Report, filed on March 25, 2003.
13
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 13, 2003
/s/ JOHN R. GARBARINO
John R. Garbarino Chairman of the Board, President and Chief Executive Officer
/s/ MICHAEL FITZPATRICK
Michael Fitzpatrick Executive Vice President and Chief Financial Officer
CERTIFICATION
I, John R. Garbarino, certify, that:
1.
I have reviewed this quarterly report on Form 10-Q of OceanFirst Financial Corp.;
2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.
The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a.
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.
evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and
c.
presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.
The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):
all significant deficiencies in the design or operation of the internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
6.
The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect the internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: May 13, 2003
/s/JOHN R. GARBARINO
John R. Garbarino Chief Executive Officer (principal executive officer)
I, Michael J. Fitzpatrick, certify, that:
Michael Fitzpatrick Chief Financial Officer (principal financial officer)
16