UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
Commission file number 0-27428
OceanFirst Financial Corp.
(Exact name of registrant as specified in its charter)
Registrant’s 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 ¨.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES x NO ¨.
As of November 7, 2003, there were 13,403,383 shares of the Registrant’s Common Stock, par value $.01 per share, outstanding.
INDEX TO FORM 10-Q
PART I.
Item1.
Item 2.
Item 3.
Item 4.
Part II.
Item 1.
Item 5.
Item 6.
Consolidated Statements of Financial Condition
(dollars in thousands, except per share amounts)
September 30,
2003
December 31,
2002
ASSETS
Cash and due from banks
Investment securities available for sale
Federal Home Loan Bank of New York stock, at cost
Mortgage-backed securities available for sale
Loans receivable, net
Mortgage loans held for sale
Interest and dividends receivable
Real estate owned, net
Premises and equipment, net
Servicing asset
Bank Owned Life Insurance
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits
Securities sold under agreements to repurchase with retail customers
Securities sold under agreements to repurchase with the Federal Home Loan Bank
Federal Home Loan Bank advances
Advances by borrowers for taxes and insurance
Other liabilities
Total liabilities
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 13,418,183 and 13,757,880 shares outstanding at September 30, 2003 and December 31, 2002, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Less: Unallocated common stock held by Employee Stock Ownership Plan (ESOP)
Treasury stock, 13,759,189 and 13,419,492 shares at September 30, 2003 and December 31, 2002, respectively
Total stockholders’ equity
Total liabilities and stockholders’ equity
See accompanying Notes to Unaudited Consolidated Financial Statements.
1
Consolidated Statements of Income
(in thousands, except per share amounts)
For the three months
ended September 30
For the nine months
ended September 30,
Interest income:
Loans
Mortgage-backed securities
Investment securities and other
Total interest income
Interest expense:
Borrowed funds
Total interest expense
Net interest income
Provision for loan losses
Net interest income after provision for loan losses
Other income:
Loan servicing loss
Fees and service charges
Net gain on sales of loans and securities available for sale
Net (loss) income from other real estate operations
Other
Total other income
Operating expenses:
Compensation and employee benefits
Occupancy
Equipment
Marketing
Federal deposit insurance
Data processing
General and administrative
Total operating expenses
Income before provision for income taxes
Provision for income taxes
Net income
Basic earnings per share
Diluted earnings per share
Average basic shares outstanding
Average diluted shares outstanding
2
Consolidated Statements of
Changes in Stockholders’ Equity (Unaudited)
Additional
Paid-In
Capital
Accumulated
OtherComprehensiveLoss
Employee
Stock
Ownership
Plan
Treasury
Balance at December 31, 2001
Comprehensive income:
Other comprehensive loss:
Unrealized loss on securities (net of tax benefit $630)
Total comprehensive income
Earned Incentive Awards
Tax benefit of stock plans
Purchase 940,050 shares of common stock
Allocation of ESOP stock
ESOP adjustment
Cash dividend – $.51 per share
Exercise of stock options
Balance at September 30, 2002
Balance at December 31, 2002
Unrealized loss on securities (net of tax benefit $847)
Reclassification adjustment for gains included in net income (net of tax expense $113)
Purchase 771,713 shares of common stock
Cash dividend – $.58 per share
Balance at September 30, 2003
3
Consolidated Statements of Cash Flows
(dollars in thousands)
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment
Amortization of Incentive Awards
Amortization of ESOP
Amortization and impairment of servicing asset
Amortization of intangible assets
Net premium amortization in excess of discount accretion on securities
Net accretion of deferred fees and discounts on loans
Net gain on sales of real estate owned
Net gain on sales of loans and securities
Proceeds from sales of mortgage loans held for sale
Mortgage loans originated for sale
Increase in value of Bank Owned Life Insurance
Increase in interest and dividends receivable
Increase in other assets
Decrease in other liabilities
Total adjustments
Net cash provided by operating activities
Cash flows from investing activities:
Net increase in loans receivable
Proceeds from sale of investment securities available for sale
Purchase of investment securities available for sale
Purchase of mortgage-backed securities available for sale
Proceeds from maturities of investment securities available for sale
Principal payments on mortgage-backed securities available for sale
(Increase) decrease in Federal Home Loan Bank of New York stock
Proceeds from sales of real estate owned
Purchases of premises and equipment
Net cash provided by investing activities
Continued
4
Consolidated Statements of Cash Flows (Continued)
Cash flows from financing activities:
(Decrease) increase in deposits
Increase (decrease) in short-term borrowings
Proceeds from Federal Home Loan Bank advances
Repayments of Federal Home Loan Bank advances
Increase (decrease) in advances by borrowers for taxes and insurance
Dividends paid
Purchase of treasury stock
Net cash used in financing activities
Net increase in cash and due from banks
Cash and due from banks at beginning of period
Cash and due from banks at end of period
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest
Income taxes
Noncash investing activities:
Transfer of loans receivable to real estate owned
Mortgage loans securitized into mortgage-backed securities
5
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 and its wholly-owned subsidiary OFB Re-Insurance, Ltd.
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 and nine months ended September 30, 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 Company’s 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, the amended statement 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 Company’s stock option plan been determined based on the fair value method, the Company’s net income and earnings per share would have been reduced to the pro forma amounts indicated below (in thousands, except per share data):
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
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
Net stock-based employee compensation expense not included in reported net income, all relating to stock option grants, net of related tax effects
Net income – pro forma
Basic earnings per share:
As reported
Pro forma
Diluted earnings per share:
6
Earnings per Share
The following reconciles shares outstanding for basic and diluted earnings per share for the three and nine months ended September 30, 2003 and 2002 (in thousands):
Weighted average shares issued net of Treasury shares
Less: Unallocated ESOP shares
Unallocated incentive award shares
Add: Effect of dilutive securities:
Stock options
Incentive awards
Comprehensive Income
For the three month periods ended September 30, 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 $5,236,000 and $3,909,000, respectively. For the nine months ended September 30, 2003 and 2002, total comprehensive income amounted to $14,490,000 and $13,902,000, respectively.
Impact of Recent Accounting Pronouncements
Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” was issued in May 2003. Statement 150 requires instruments within its scope to be classified as a liability (or, in some cases, as an asset). Statement 150 is generally effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003 (i.e., July 1, 2003 for calendar year entities). For financial instruments created before June 1, 2003 and still existing at the beginning of the interim period of adoption, transition generally should be applied by reporting the cumulative effect of a change in an accounting principle by initially measuring the financial instruments at fair value or other measurement attributes of the Statement. The adoption of Statement 150 did not have a significant effect on the Bank’s consolidated financial statements.
Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” was issued on April 30, 2003. The Statement amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under Statement 133. This Statement is effective for contracts entered into or modified after June 30, 2003. The adoption of this Statement did not have a significant effect on the Bank’s consolidated financial statements.
FASB Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN 46”) was issued in January 2003. FIN 46 applies immediately to enterprises that hold a variable interest in variable interest entities created after January 31, 2003. It applies in the first fiscal year or interim period beginning after June 15, 2003 to enterprises that hold a variable interest in variable interest entities created before February 1, 2003. FIN 46 applies to public enterprises as of the beginning of the applicable interim or annual period, and it applies to nonpublic enterprises no later than the end of the applicable annual period. FIN 46 may be applied prospectively with a cumulative-effect adjustment as of the date on which it is first applied or by restating previously issued financial statements for one or more years with a cumulative-effect adjustment as of the beginning of the first year restated. FIN 46 provides guidance on the identification of entities controlled through means other than voting rights. FIN 46 specifies how a business enterprise should evaluate its interest in a variable interest entity to determine whether to consolidate that entity. A variable interest entity must be consolidated by its primary beneficiary if the entity does not effectively disperse risks among the parties involved. On October 9, 2003, the effective date was deferred until the end of the first interim or annual period ending after December 15, 2003, for certain interests held by a public entity in certain variable interest entities or potential variable interest entities created before February 1, 2003. The adoption of FIN 46 is not expected to have a material impact on the consolidated financial statements of the Company.
7
Note 2. Loans Receivable, Net
Loans receivable, net at September 30, 2003 and December 31, 2002 consisted of the following (in thousands):
Real estate:
One-to four-family
Commercial real estate, multi-family and land
Construction
Consumer
Commercial
Total loans
Loans in process
Deferred origination costs, net
Unearned discount
Allowance for loan losses
Total loans, net
Less: mortgage loans held for sale
Note 3. Deposits
The major types of deposits at September 30, 2003 and December 31, 2002 were as follows (in thousands):
Type of Account
Non-interest bearing
NOW
Money market deposit
Savings
Time deposits
Critical Accounting Policies
Note 1 to the Company’s Audited Consolidated Financial Statements for the year ended December 31, 2002 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, as supplemented by this report, contains a summary of significant accounting policies. Various elements of these accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. Certain assets are carried in the consolidated statements of financial condition at fair value or the lower of cost or fair value. Policies with respect to the methodologies used to determine the allowance for loan losses, the valuation of Mortgage Servicing Rights and judgments regarding goodwill and securities impairment are the most critical accounting policies because they are important to the presentation of the Company’s financial condition and results of operations, involve a higher degree of complexity and require management to make difficult and subjective judgments which often require assumptions or estimates about highly uncertain matters. The use of different judgments, assumptions and estimates could result in material differences in the results of operations or financial condition. These critical accounting policies and their application are reviewed periodically and, at least annually, with the Audit Committee of the Board of Directors.
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 and nine months ended
8
September 30, 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.
AVERAGE
BALANCE
AVERAGEYIELD/
COST
Assets
Interest-earnings assets:
Interest-earning deposits and short term investments
Investment securities
FHLB stock
Loans receivable, net (1)
Total interest-earning assets
Non-interest earning assets
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Transaction deposits
Total
Total interest-bearing liabilities
Non-interest-bearing deposits
Non-interest-bearing liabilities
Stockholders’ equity
Net interest rate spread (2)
Net interest margin (3)
Comparison of Financial Condition at September 30, 2003 and December 31, 2002
Total assets at September 30, 2003 were $1.755 billion, an increase of $10.9 million, compared to $1.744 billion at December 31, 2002.
Loans receivable, net increased by $16.0 million to a balance of $1.352 billion at September 30, 2003, compared to a balance of $1.336 billion at December 31, 2002. Commercial and commercial real estate loans outstanding increased $29.9 million,
9
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 $20.1 million to $1.165 billion at September 30, 2003 from $1.185 billion at December 31, 2002. Core deposits (all deposits except certificates), a key emphasis for the Company, increased by $60.3 million, as time deposits declined.
Total borrowings, consisting of securities sold under agreements to repurchase and Federal Home Loan Bank advances, increased $37.1 million to $435.7 million at September 30, 2003, compared to a balance of $398.6 million at December 31, 2002. Repurchase agreements with retail customers increased $7.7 million as a large commercial deposit relationship transferred their deposit balances to the securities sold under agreements to repurchase account. Overnight borrowings increased by $22.5 million and longer-term wholesale borrowings used to fund balance sheet leverage increased by $7.0 million.
Stockholders’ equity at September 30, 2003 decreased to $132.8 million, compared to $135.3 million at December 31, 2002. The Company repurchased 771,713 shares of common stock during the nine months ended September 30, 2003 at a total cost of $18.1 million. Under the 10% repurchase program authorized by the Board of Directors in August 2002, 178,122 shares remain to be purchased as of September 30, 2003. A new repurchase program, the Company’s eleventh, was announced on October 22, 2003. Under this 10% repurchase program, an additional 1,341,818 shares are available for repurchase. The cost of the share repurchases was partly offset by proceeds from stock option exercises and the related tax benefits.
Comparison of Operating Results for the Three and Nine Months Ended September 30, 2003 and September 30, 2002
General
Net income increased to $5.3 million and $15.5 million for the three and nine months ended September 30, 2003, respectively, as compared to net income of $4.8 million and $15.0 million, respectively, for the three and nine months ended September 30, 2002. Diluted earnings per share increased to $.41 and $1.19, respectively, for the three and nine months ended September 30, 2003, as compared to $.35 and $1.08, respectively, for the same prior year periods. Earnings per share was favorably affected by the Company’s repurchase program, which reduced the number of shares outstanding.
Interest Income
Interest income for the three and nine months ended September 30, 2003 was $22.7 million and $72.4 million, respectively, compared to $27.3 million and $82.6 million, respectively, for the three and nine months ended September 30, 2002. The decrease in interest income was due to a decline in the yield on interest-earning assets to 5.44% and 5.82 %, respectively, for the three and nine months ended September 30, 2003, as compared to 6.65% and 6.70%, respectively, for the same prior year periods. Despite the decline, which was reflective of the general interest rate environment, the asset yield continued to benefit from the Bank’s 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 and nine months ended September 30, 2003 loans receivable represented 85.9% and 85.2%, respectively, of average interest-earning assets as compared to 81.6 % and 81.3%, respectively, for the same prior year periods.
Interest Expense
Interest expense for the three and nine months ended September 30, 2003 was $8.9 million and $28.4 million, respectively, compared to $11.7 million and $36.7 million, respectively, for the three and nine months ended September 30, 2002. The decrease in interest expense was primarily the result of a decrease in the cost of interest-bearing liabilities to 2.37% and 2.53%, respectively, for the three and nine months ended September 30, 2003, as compared to 3.15% and 3.27%, respectively, in the same prior year periods. Funding costs decreased due to the lower interest rate environment and also due to the Company’s focus on lower-costing core deposit growth. Core deposits (including non-interest-bearing deposits) represented 65.7% and 63.4%, respectively, of average deposits for the three and nine months ended September 30, 2003, as compared to 58.0% and 55.3%, respectively, for the same prior year periods.
Provision for Loan Losses
For the three and nine months ended September 30, 2003, the Company’s provision for loan losses was $48,000 and $673,000, respectively, as compared to $375,000 and $1.3 million, respectively, for the same prior year periods. The provision for the nine months ended September 30, 2002 was increased to reflect the charge-off of a large non-performing commercial loan which was part of a shared national credit. The Company recognized a net recovery of $36,000 through the allowance for loan losses for the nine months ended September 30, 2003. Additionally, non-performing loans declined to $2.3 million at September 30, 2003 as compared to $2.8 million at September 30, 2002.
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Other Income
Other income was $5.6 million and $13.1 million, respectively, for the three and nine months ended September 30, 2003, compared to $1.3 million and $6.9 million, respectively, for the same prior year periods. For the three and nine months ended September 30, 2003, respectively, the Company recorded a gain of $3.3 million and $8.7 million, respectively, on the sale of loans and securities available for sale, as compared to a gain of $1.3 million and $2.8 million, respectively, in the same prior year periods. For the nine months ended September 30, 2003 the gain on sale of loans and securities available for sale includes a gain of $323,000 on the sale of equity securities.
Loan servicing loss was $71,000 and $2.8 million, respectively, for the three and nine months ended September 30, 2003, as compared to $2.0 million and $2.1 million, respectively, for the same prior year periods. The losses were due to actual and anticipated prepayments of the loans underlying the servicing portfolio. Results for the nine months ended September 30, 2003 include the recognition of an impairment charge on the loan servicing asset for $2.2 million. For the three and nine months ended September 30, 2002 the Company recognized impairments to the loan servicing asset of $1.9 million and $2.1 million, respectively.
Fees and service charges increased by $314,000, or 18.7%, and $1.2 million, or 25.4%, respectively, for the three and nine months ended September 30, 2003, as compared to the same prior year periods due to the growth in commercial account services, retail core account balances and trust fees and the establishment of a captive insurance subsidiary to recognize fee income from private mortgage insurance.
Operating Expenses
Operating expenses were $11.1 million and $32.5 million, respectively, for the three and nine months ended September 30, 2003, as compared to $9.9 million and $29.6 million, respectively, in the same prior year periods. The increase was principally due to higher loan-related expenses and for the year-to-date, the costs associated with the opening of the Bank’s seventeenth branch office in May 2002.
Provision for Income Taxes
Income tax expense was $3.0 million and $8.5 million, respectively, for the three and nine months ended September 30, 2003, compared to $1.8 million and $7.0 million, respectively, for the same prior year periods. The effective tax rate increased to 36.0% and 35.5%, respectively, for the three and nine months ended September 30, 2003 as compared to 27.8% and 31.7% for the same prior year periods. The Company’s higher average stock price in 2003 as compared to 2002 increased that portion of the Company’s ESOP expense which is not deductible for tax purposes. For the three and nine months ended September 30, 2002, the provision for income taxes included a $389,000 tax benefit relating to the passage of the New Jersey Business Tax Reform Act. The legislation increased the tax rate on savings institutions, such as the Bank, from 3% to 9%. As a result, deferred tax assets were increased to reflect their expected recognition at the higher tax rate of 9% and current period expense was decreased.
Liquidity and Capital Resources
The Company’s 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 September 30, 2003, the Company had outstanding overnight borrowings from the FHLB of $22.5 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. Securities sold under agreements to repurchase with retail customers increased to $52.2 million at September 30, 2003 from $44.6 million at December 31, 2002 as a large commercial deposit relationship transferred their deposit balances to the securities sold under agreements to repurchase account. The Company also had other borrowings of $361.0 million at September 30, 2003, an increase from $354.0 million at December 31, 2002. These borrowings were used to fund a wholesale leverage strategy designed to improve returns on invested capital.
The Company’s cash needs for the nine months ended September 30, 2003, were primarily satisfied 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, the funding of deposit outflows and the purchase of treasury stock. For the nine months ended September 30, 2002, the cash needs of the Company were primarily satisfied by principal payments on loans and mortgage-backed securities, increased deposits and
11
proceeds from the sale of mortgage loans held for sale. The cash provided was principally used for the origination of loans, the purchase of mortgage-backed securities, a reduction in total borrowings and the purchase of treasury stock.
In the normal course of business, the Company routinely enters into various commitments, primarily relating to the origination and sale of loans. At September 30, 2003, outstanding commitments to originate loans totaled $143.0 million; outstanding unused lines of credit totaled $99.9 million; and outstanding commitments to sell loans totaled $80.3 million. The Company expects to have sufficient funds available to meet current commitments in the normal course of business.
At September 30, 2003, the Bank exceeded all of its regulatory capital requirements with tangible capital of $114.2 million, or 6.5%, of total adjusted assets, which is above the required level of $26.3 million or 1.5%; core capital of $114.2 million or 6.5% of total adjusted assets, which is above the required level of $52.7 million, or 3.0%; and risk-based capital of $124.9 million, or 11.3% of risk-weighted assets, which is above the required level of $88.6 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 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.
Non-accrual loans:
Total non-performing loans
REO, net
Total non-performing assets
Allowance for loan losses as a percent of total loans receivable
Allowance for loan losses as percent of total non-performing loans
Non-performing loans as a percent of total loans receivable
Non-performing assets as a percent of total assets
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 Company’s 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 Company’s 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 Company’s 2002 Form 10-K.
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The Company’s 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 September 30, 2003, which were anticipated by the Company, based upon certain assumptions, to reprice or mature in each of the future time periods shown. At September 30, 2003 the Company’s one-year gap was positive 6.28% as compared to positive 10.05% at December 31, 2002.
At September 30, 2003
3 Months
or Less
More than
3 Months to1 Year
1 Year to
3 Years
3 Years to
5 Years
Interest-earning assets: (1)
Interest-earning deposits and short- term investments
Loans receivable (2)
Money market deposit accounts
Savings accounts
NOW accounts
FHLB advances
Securities sold under agreements to repurchase
Interest sensitivity gap (3)
Cumulative interest sensitivity gap
Cumulative interest sensitivity gap as a percent of total interest-earning assets
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 September 30, 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 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, 2002.
Change in
Interest Rates
in Basis Points
(Rate Shock)
NPV
Ratio
200
100
Static
(100)
The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information
13
required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. In addition, based on that evaluation, no change in the Company’s internal control over financial reporting occurred during the quarter ended September 30, 2003 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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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 Company’s financial condition or results of operations.
Not Applicable
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.*
31.1 Rule 13a-14(a)/15d-14(a) Certification of CEO
31.2 Rule 13a-14(a)/15d-14(a) Certification of CFO
32.0 Section 1350 Certifications
b) Reports on Form 8-K
The Company filed a report on Form 8-K with the Securities and Exchange Commission on July 28, 2003 which included the press release, dated July 24, 2003, announcing the Company’s financial results for the quarter ended June 30, 2003.
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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.
Registrant
DATE: November 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
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Exhibit Index Description
31.1
31.2
32.1
17