UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
For the quarterly period ended March 31, 2005
For the transition period from to
Commission file number 0-27428
OceanFirst Financial Corp.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
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 May 4, 2005, there were 12,827,481 shares of the Registrant’s Common Stock, par value $.01 per share, outstanding.
INDEX TO FORM 10-Q
PART I.
Item 1.
Item 2.
Item 3.
Item 4.
PART II.
Item 5.
Item 6.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands, except per share amounts)
March 31,
2005
December 31,
2004
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
Intangible Assets
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
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 12,831,281 and 13,024,204shares outstanding at March 31, 2005 and December 31, 2004, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Less: Unallocated common stock held by Employee Stock Ownership Plan
Treasury stock, 14,346,091 and 14,153,168 shares at March 31, 2005 and December 31, 2004, respectively
Total stockholders’ equity
Total liabilities and stockholders’ equity
See accompanying Notes to Unaudited Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
For the three months
ended March 31,
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 income
Fees and service charges
Net gain on sales of loans available for sale
Net (loss) income from other real estate operations
Income from Bank Owned Life Insurance
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)
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
ComprehensiveLoss
Employee
Ownership
Plan
Treasury
Balance at December 31, 2003
Comprehensive income:
Other comprehensive income:
Unrealized gain on securities (net of tax expense $1,728)
Total comprehensive income
Tax benefit of stock plans
Purchase 249,522 shares of common stock
Allocation of ESOP stock
ESOP adjustment
Cash dividend - $.20 per share
Exercise of stock options
Balance at March 31, 2004
Balance at December 31, 2004
Unrealized loss on securities (net of tax benefit $607)
Stock award
Purchase 302,113 shares of common stock
Balance at March 31, 2005
3
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
Amortization of ESOP
Amortization of servicing asset
Amortization of intangible assets
Net premium amortization in excess of discount accretion on securities
Net amortization of deferred fees and discounts on loans
Net gain on sales of real estate owned
Net gain on sale of fixed assets
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 (used in) operating activities
Cash flows from investing activities:
Net (increase) decrease in loans receivable
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
Decrease (increase) in Federal Home Loan Bank of New York stock
Proceeds from sales of real estate owned
Proceeds from sale of fixed assets
Purchases of premises and equipment
Net cash used in investing activities
Continued
4
Consolidated Statements of Cash Flows (Continued)
Cash flows from financing activities:
Increase (decrease) in deposits
Increase in short-term borrowings
Proceeds from securities sold under agreements to repurchase with the Federal Home Loan Bank
Repayments from securities sold under agreements to repurchase with the Federal Home Loan Bank
Proceeds from Federal Home Loan Bank advances
Repayments of Federal Home Loan Bank advances
Increase in advances by borrowers for taxes and insurance
Dividends paid
Purchase of treasury stock
Net cash (used in) provided by financing activities
Net decrease 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
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 Home Loans, LLC, OceanFirst REIT Holdings, Inc. 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, 2005 are not necessarily indicative of the results of operations that may be expected for all of 2005.
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 (the “SEC”).
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, 2004.
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 Standard No. 123, “Accounting for Stock-based Compensation” as amended by Statement of Financial Accounting Standard 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):
Three months ended
Net income – as reported
Stock-based compensation expense included in reported net income, net of related tax effects
Total stock-based compensation expense determined under the fair value based method, net of related tax effects
Net stock-based 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 months ended March 31, 2005 and 2004 (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 March 31, 2005 and 2004, total comprehensive income, representing net income plus or minus the change in unrealized gains or losses on securities available for sale amounted to $4,066,000 and $7,144,000, respectively.
Note 2. Loans Receivable, Net
Loans receivable, net at March 31, 2005 and December 31, 2004 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
7
Note 3. Deposits
The major types of deposits at March 31, 2005 and December 31, 2004 were as follows (in thousands):
Type of Account
Non-interest-bearing
Interest-bearing checking accounts
Money market deposit
Savings
Time deposits
Note 4. Recent Accounting Pronouncements
On April 14, 2005 the Securities and Exchange Commission amended the compliance dates for the Financial Accounting Standard Board’s Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (Statement No. 123R). The Commission’s new rule allows companies to implement Statement No. 123R at the beginning of the next fiscal year, instead of the next reporting period, that begins after June 15, 2005, or December 15, 2005 for small business issuers. The Commission’s new rule does not change the accounting required by Statement No. 123R; it changes only the dates for compliance with the standard. The Company is currently evaluating the transition provisions of Statement 123R and does not know the impact on the consolidated financial statements at this time.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies
Note 1 to the Company’s Audited Consolidated Financial Statements for the year ended December 31, 2004 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, 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 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.
Summary
The Company’s results of operations are dependent primarily on net interest income, which is the difference between the interest income earned on the Company’s interest-earning assets, such as loans and investments, and the interest expense on its interest-bearing liabilities, such as deposits and borrowings. The Company also generates non-interest income such as income from loan sales, loan servicing, loan originations, merchant credit card services, deposit accounts, the sale of alternative investments, trust and asset management services and other fees. The Company’s operating expenses primarily consist of compensation and employee benefits, occupancy and equipment, marketing, data processing and other general and administrative expenses. The Company’s results of operations are also significantly affected by general economic and competitive conditions, particularly changes in market interest rates, government policies and actions of regulatory agencies.
8
After declining to relatively low levels in early 2004, interest rates have steadily risen over the past year. The previously low interest rate environment generally had an adverse effect on the Company’s operating results. Prepayments on loans and mortgage-backed securities caused asset yields to decline at a faster rate than the cost of liabilities, causing the Company’s net interest margin to contract. The more recent rising rate environment reduced prepayment activity and caused the Company’s net interest margin to expand.
The Company continues to focus on growing loans receivable, while limiting credit and interest rate risk exposure. The Company opened a joint residential/commercial loan production office in Monmouth County in late 2004. In the third quarter of 2004, the Company expanded its loan production platform through the acquisition of a consumer direct lending operation by Columbia Home Loans, LLC, the Company’s mortgage banking subsidiary. The acquisition increased the volume of loans sold by the Company and related gain on sale and was also partially responsible for the increase in operating expenses.
While the Company continues to focus on growing core deposits (defined as all deposits other than time deposits) the rise in interest rates provided the Company with an opportunity to be more competitive in the market for time deposits within established pricing guidelines. Both core and time deposit balances increased over the past year. In future periods, deposit growth will benefit from the opening of the Company’s eighteenth branch office in Freehold late in the first quarter of 2005.
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, 2005 and 2004. 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 certain 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)
9
Comparison of Financial Condition at March 31, 2005 and December 31, 2004
Total assets at March 31, 2005 were $1.890 billion, a decrease of $24.4 million, compared to $1.914 billion at December 31, 2004.
Loans receivable, net increased by $34.3 million to a balance of $1.507 billion at March 31, 2005, compared to a balance of $1.473 billion at December 31, 2004. Commercial and commercial real estate loans outstanding increased $10.4 million.
Deposit balances increased $27.7 million to $1.298 billion at March 31, 2005 from $1.271 billion at December 31, 2004. Core deposits (all deposits except time deposits), a key emphasis for the Company, increased by $34.6 million, while time deposits decreased by $6.9 million.
Total Federal Home Loan Bank borrowings, consisting of securities sold under agreements to repurchase and advances, decreased $33.0 million to $385.0 million at March 31, 2005, compared to a balance of $418.0 million at December 31, 2004. The Company utilized excess cash and due from bank balances and deposit flows to retire the Federal Home Loan Bank borrowings.
Stockholders’ equity at March 31, 2005 decreased to $134.6 million, compared to $138.0 million at December 31, 2004. The Company repurchased 302,113 shares of common stock during the three months ended March 31, 2005 at a total cost of $7.1 million. Under the 10% repurchase program authorized by the Board of Directors in October 2003, 447,942 shares remain to be purchased as of March 31, 2005. The cost of the share repurchases was partly offset by net income, proceeds from stock option exercises and the related tax benefit, and Employee Stock Ownership Plan amortization.
Comparison of Operating Results for the Three Months Ended March 31, 2005 and March 31, 2004
General
Net income increased to $4.9 million for the three months ended March 31, 2005, as compared to net income of $4.5 million for the three months ended March 31, 2004. Diluted earnings per share increased to $.40 for the three months ended March 31, 2005, as compared to $.35 for the same prior year period. Earnings per share was favorably affected by the Company’s repurchase program, which reduced the average diluted shares outstanding.
Interest Income
Interest income for the three months ended March 31, 2005 was $24.3 million, compared to $22.0 million for the three months ended March 31, 2004. The yield on interest-earning assets increased slightly to 5.43% for the three months ended March 31, 2005, as compared to 5.37% for the same prior year period. Average interest-earning assets increased by $150.5 million for the three months ended March 31, 2005 as compared to the same prior year period. The growth was concentrated in average loans receivable which grew $121.7 million, or 8.5%.
Interest Expense
Interest expense for the three months ended March 31, 2005 was $9.1 million compared to $8.3 million for the three months ended March 31, 2004. The cost of interest-bearing liabilities increased to 2.25% for the three months ended March 31, 2005, as compared to 2.23% in the same prior year period. Average interest-bearing liabilities increased by $147.0 million for the three months ended March 31, 2005 as compared to the same prior year period. The growth was concentrated in interest-bearing deposits which grew $149.2 million, or 14.4%.
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Net Interest Income
Net interest income for the three months ended March 31, 2005 increased to $15.2 million, as compared to $13.8 million in the same prior year period. The net interest margin increased slightly to 3.39% for the three months ended March 31, 2005 from 3.36% in the same prior year period. Net interest income benefited from the increase in average interest-earning assets as noted above.
Provision for Loan Losses
For the three months ended March 31, 2005 and 2004, the Company’s provision for loan losses was unchanged at $50,000. Although total loans receivable increased, non-performing loans decreased to $2.7 million from $3.5 million at December 31, 2004 and $3.4 million at March 31, 2004. Net charge-offs for the three months ended March 31, 2005 amounted to a modest $3,000.
Other Income
Other income was $5.9 million for the three months ended March 31, 2005, compared to $4.7 million for the same prior year period. For the three months ended March 31, 2005, the Company recorded gains of $3.3 million on the sale of loans and securities available for sale, as compared to gains of $2.3 million in the same prior year period. Loans sold for the three month period ended March 31, 2005 increased to $160.6 million from $89.3 million in the same prior year period. In the third quarter of 2004, the Company expanded its loan production platform through the acquisition of a consumer direct lending operation by Columbia Home Loans, LLC. Fees and service charges increased $246,000 for the three months ended March 31, 2005, as compared to the same prior year period primarily related to increases in investment services and trust fees.
Operating Expenses
Operating expenses were $13.4 million for the three months ended March 31, 2005, as compared to $11.4 million in the same prior year period. The increase was partly due to the costs related to the third quarter 2004 acquisition of a consumer direct lending operation.
Provision for Income Taxes
Income tax expense was $2.7 million for the three months ended March 31, 2005, as compared to $2.5 million for the same prior year period. The effective tax rates varied only slightly at 35.2% for the three months ended March 31, 2005 as compared to 35.5% for the same prior year period.
Liquidity and Capital Resources
The Company’s primary sources of funds are deposits, principal and interest payments on loans 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, 2005 and December 31, 2004, the Company had no outstanding overnight borrowings from the FHLB. The Company utilizes the overnight line from time to time to fund short-term liquidity needs. The Company had total FHLB borrowings of $385.0 million at March 31, 2005, a decrease from $418.0 million at December 31, 2004. The decrease in borrowings was funded by a reduction in cash and due from banks and increased deposits.
The Company’s cash needs for the three months ended March 31, 2005, were primarily satisfied by principal payments on loans and mortgage-backed securities, increased deposits and proceeds from the sale of mortgage loans held for sale. The cash was principally utilized for loan originations, a reduction in total borrowings and the repurchase of common stock. For the three months ended March 31, 2004, the cash
11
needs of the Company 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 provided was principally used for the origination of loans, the purchase of mortgage-backed securities, the funding of deposit outflows and the repurchase of common stock.
In the normal course of business, the Company routinely enters into various commitments, primarily relating to the origination and sale of loans. At March 31, 2005, outstanding commitments to originate loans totaled $274.4 million; outstanding unused lines of credit totaled $148.6 million; and outstanding commitments to sell loans totaled $40.0 million. The Company expects to have sufficient funds available to meet current commitments in the normal course of business.
Time deposits scheduled to mature in one year or less totaled $252.3 million at March 31, 2005. Based upon historical experience management estimates that a significant portion of such deposits will remain with the Company.
Under the Company’s stock repurchase programs, shares of OceanFirst Financial Corp. common stock may be purchased in the open market and through other privately negotiated transactions, from time-to-time, depending on market conditions. The repurchased shares are held as treasury stock for general corporate use. For the three months ended March 31, 2005, the Company purchased 302,113 shares of common stock at a total cost of $7.1 million compared with purchases of 249,522 shares for the three months ended March 31, 2004 at an aggregate cost of $6.3 million. At March 31, 2005, there were 447,942 shares remaining to be repurchased under the existing stock repurchase program. Cash dividends declared and paid during the first three months of 2005 were $2.4 million, unchanged from the same prior year period. On April 20, 2005, the Board of Directors declared a quarterly cash dividend of twenty cents ($.20) per common share. The dividend is payable on May 13, 2005 to stockholders of record at the close of business on April 29, 2005.
The primary source of liquidity for OceanFirst Financial Corp., the holding company of OceanFirst Bank, is capital distributions from the banking subsidiary. For the first three months of 2005, OceanFirst Financial Corp. received $5.0 million in dividend payments from OceanFirst Bank. The primary use of these funds is the payment of dividends to shareholders and the repurchase of common stock. OceanFirst Financial Corp.’s ability to continue these activities is partly dependent upon capital distributions from OceanFirst Bank. Applicable Federal law or the Bank’s regulator, may limit the amount of capital distributions OceanFirst Bank may make.
At March 31, 2005, the Bank exceeded all of its regulatory capital requirements with tangible capital of $119.0 million, or 6.3% of total adjusted assets, which is above the required level of $28.3 million or 1.5%; core capital of $119.0 million or 6.3% of total adjusted assets, which is above the required level of $56.6 million, or 3.0%; and risk-based capital of $129.5 million, or 10.5% of risk-weighted assets, which is above the required level of $98.4 million or 8.0%. The Bank is considered a “well-capitalized” institution under the Office of Thrift Supervision’s Prompt Corrective Action Regulations.
Off-Balance-Sheet Arrangements and Contractual Obligations
In the normal course of operations, the Company engages in a variety of financial transactions that, in accordance with generally accepted accounting principles, are not recorded in the financial statements. These transactions involve, to varying degrees, elements of credit, interest rate, and liquidity risk. Such transactions are used for general corporate purposes or for customer needs. Corporate purpose transactions are used to help manage credit, interest rate, and liquidity risk or to optimize capital. Customer transactions are used to manage customers’ requests for funding. These financial instruments and commitments include unused consumer lines of credit and commitments to extend credit. The Company also has outstanding commitments to sell loans amounting to $40.0 million.
12
The following table shows the contractual obligations of the Company by expected payment period as of March 31, 2005 (in thousands):
Contractual Obligation
Less than
one year
More than
5 years
Debt Obligations
Commitments to Originate Loans
Commitments to Fund Unused Lines of Credit
Debt obligations include borrowings from the Federal Home Loan Bank and Securities Sold under Agreements to Repurchase. The borrowings have defined terms and, under certain circumstances, $102.0 million of the borrowings are callable at the option of the lender.
Commitments to originate loans and commitments to fund unused lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company’s exposure to credit risk is represented by the contractual amount of the instruments.
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:
One-to four-family
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
The Company also classifies assets in accordance with certain regulatory guidelines. At March 31, 2005 the Bank had $12.5 million classified as Special Mention, $4.1 million classified as Substandard and $609,000 classified as Doubtful as compared to $12.3 million, $5.1 million and $226,000, respectively, classified as Special Mention, Substandard and Doubtful at December 31, 2004.
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.
13
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 2004 Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
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 March 31, 2005, 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, 2005 the Company’s one-year gap was positive 6.54% as compared to positive 5.14% at December 31, 2004.
At March 31, 2005
3 Months
or Less
3 Months to
1 Year
1 Year to
3 Years
More than3 Years to
5 Years
More
than
Interest-earning assets: (1)
Interest-earning deposits and short-term investments
Loans receivable (2)
Money market deposit accounts
Savings 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 March 31, 2005 and December 31, 2004. 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, 2004.
14
Change in
Interest Rates
in Basis
Points (Rate
Shock)(dollars inthousands)
NPV
Ratio
Item 4. Disclosure Controls and Procedures
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 required to be disclosed in the reports that the Company files or submits under the Exchange Act with 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 March 31, 2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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. Unregistered Sales of Equity Securities and Use of Proceeds
Information regarding the Company’s common stock repurchases for the three month period ended March 31, 2005 is as follows:
Period
Total Number of
Shares
Purchased
Average price
Paid per Share
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
January 1, 2005 through January 31, 2005
February 1, 2005 through February 28, 2005
March 1, 2005 through March 31, 2005
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On October 22, 2003 the Company announced its intention to repurchase up to 1,341,818 shares, or 10%, of its outstanding common stock.
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 21, 2005. The following directors were elected for terms of three years: Joseph J. Burke, John R. Garbarino and James G. Kiley. The following proposals were voted on by the stockholders:
Proposal
Broker
Non-Votes
1)
2)
of KPMG LLP as independent
registered public accounting firm
of the Company for the fiscal year
ending December 31, 2005.
Item 5. Other Information
During the three months ended March 31, 2005, Messrs. Garbarino, Fitzpatrick, Pardes, Kelly and Iantosca, (“Named Executive Officers”) received restricted stock awards with a value of $39,565, $15,226, $11,420, $7,798 and $6,390, respectively. Additionally, during this period, Messrs. Garbarino, Fitzpatrick, Pardes, Kelly and Iantosca, received stock option grants for 3,430, 1,320, 990, 676 and 554 shares, respectively. On January 19, 2005, Director Joseph Burke received restricted stock awards with a value of $23,070. On February 16, 2005 the Board of Directors of OceanFirst Bank resolved to extend the Employment Agreements for Messrs. Garbarino, Fitzpatrick and Pardes to their original three year terms with an expiration date of December 31, 2007. The Board also resolved to extend the Change-In-Control Agreements for Messrs. Kelly and Iantosca to their original two year terms with an expiration date of December 31, 2006.
Item 6. Exhibits
Exhibits:
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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.
/s/ John R. Garbarino
/s/ Michael Fitzpatrick
17
Exhibit Index
Description
18