UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

For the quarterly period ended September 30, 2015March 31, 2016

For the transition period from    to        

Commission file number 001-11713

OceanFirst Financial Corp.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (732) 240-4500

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 has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  x    NO  ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  x.

As of NovemberMay 2, 20152016 there were 17,280,05725,662,175 shares of the Registrant’s Common Stock, par value $.01 per share, outstanding.

OceanFirst Financial Corp.

INDEX TO FORM 10-Q

Summary

OceanFirst Financial Corp. is the holding company for OceanFirst Bank (the “Bank”), a community bank headquartered in Ocean County, New Jersey, serving business and retail customers in the central New Jersey region. The term “Company” refers to OceanFirst Financial Corp., OceanFirst Bank and all of the Bank’s subsidiaries on a consolidated basis. The Company’s results of operations are primarily dependent on net interest income, which is the difference between the interest income earned on interest-earning assets, such as loans and investments, and the interest expense on interest-bearing liabilities, such as deposits and borrowings. The Company also generates non-interest income such as income from bankcard services, wealth management, deposit accounts, the sale of investment products, loan originations, loan sales, and other fees. The Company’s operating expenses primarily consist of compensation and employee benefits, occupancy and equipment, marketing, Federal deposit insurance, data processing and 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.

Interest-earning assets, both loans and securities, are generally priced against longer-term indices, while interest-bearing liabilities, primarily deposits and borrowings, are generally priced against shorter-term indices. The Company’s quarterly net interest margin has stabilized over the last year. The Company has mitigated the adverse impact of low absolute levels of interest rates by growing commercial loans, resulting in a shift in asset mix from lower-yielding securities into higher-yielding loans. Based upon current economic conditions, characterized by moderate growth and low inflation, interest rates may remain at, or close to, historically low levels with increases in the Federal funds rate expected to be gradual. The continuation of the low interest rate environment may have an adverse impact on the Company’s net interest margin in future periods.

In addition to the interest rate environment, the Company’s results are affected by economic conditions. Recent economic indicators point to some improvement in the U.S. economy, which expanded moderately in 20142015 and continues to show modest growth again in 2015.2016. Labor market conditions improved as the national and local unemployment rates in the first nine monthsquarter of 20152016 both decreased compared to prior year levels, while measures of inflation remain subdued.

Highlights of the Company’s financial results and corporate activities for the three and nine months ended September 30, 2015March 31, 2016 were as follows:

On July 31, 2015,January 5, 2016, the Company completed its acquisitionannounced it had entered into a definitive agreement and plan of Colonial American Bankmerger pursuant to which Cape Bancorp., Inc. (“Colonial”Cape”), which added $142.4 million to will merge with and into OceanFirst in a transaction valued at approximately $195 million. The transaction closed on May 2, 2016. Cape is one of southern New Jersey’s largest community banks with 22 full-service banking centers, five loan offices and approximately $1.6 billion in total assets, $121.2 million to$1.2 billion in total loans, and $123.3 million to deposits, and strengthens the Bank’s position$1.2 billion in the attractive Monmouth County, New Jersey marketplace by adding offices in Middletown and Shrewsbury, New Jersey. Colonial’s results of operations for August and September are included in the consolidated results for the quarter. The results of operations for the three and nine months ended September 30, 2015 included non-recurring merger related expenses which decreased net income, net of tax benefit, by $714,000 and $904,000, respectively, which reduced diluted earnings per share by $0.04 and $0.06, respectively.

A commercial loan production office was opened in Mercer County in the first quarter of 2015 to better serve the broader central New Jersey market area.total deposits. Additionally, during the quarteron March 11, 2016 the Bank opened a new branch in Jackson Township. This branch operates with a smaller staff by handling sales and complex transactions with universal bankers, while routine teller transactions are handled through “Personal Teller Machines”, an advanced technology where a live team member in a remote location performs transactions for multiple Personal Teller Machines. Additionally, on July 31, 2015, the Bank executed an agreement to purchasepurchased an existing retail branch with total deposits of $24.6 million and core deposits (all deposits except time deposits) of $20.2$17.0 million located in the Toms River market. The purchase recently received regulatory approval and is expected to close in the first quarter of 2016.

Total assets increaseddecreased to $2.558$2.588 billion at September 30, 2015,March 31, 2016, from $2.357$2.593 billion at December 31, 2014, primarily due to $142.4 million of assets from the Colonial acquisition.2015. Loans receivable, net increased $250.1$26.3 million at September 30, 2015,March 31, 2016, as compared to December 31, 2014, which included $121.2 million of loans acquired from Colonial. Excluding Colonial, commercial2015. Commercial loans increased $106.9$23.6 million, an annualized growth rate of 9.8%. Deposits increased by $54.7 million at September 30, 3015,March 31, 2016, as compared to December 31, 2014, an annualized growth rate of 19.4%. Deposits increased by $247.62015, including a $23.9 million at September 30, 2015, as compared to December 31, 2014, which included $123.3 million of deposits acquired from Colonial. Excluding Colonial, the deposit increase included $60.7 million ofin business deposits, demonstrating the value of relationship based lending.deposits.

Net income for the three months ended September 30, 2015,March 31, 2016, was $4.7$4.2 million, or $0.28$0.25 per diluted share, as compared to net income of $5.2$5.3 million, or $0.31$0.32 per diluted share, for the corresponding prior year period. Net income for the three months ended September 30, 2015March 31, 2016 includes non-recurring merger related expenses, net of tax benefit, of $714,000,$1.2 million, which reduced diluted earnings per share by $0.04.$0.07. Excluding the non-recurring merger related expenses, the increase in diluted earnings per share overwere equal to the previousprior year period was primarily due toas higher net interest income was offset by higher operating expenses and lower provision for loan losses partly offset by a reduction inand lower other income and higher operating expenses.income.

Net interest income for the three months ended September 30, 2015March 31, 2016 increased to $19.6$20.6 million, as compared to $18.1 million for the corresponding prior year period reflecting an increase in interest-earning assets of $181.9 million, which included $86.4 million from the acquisition of Colonial.and a higher net interest margin.

Other income decreased to $4.2$3.4 million for the three months ended September 30, 2015,March 31, 2016, as compared to $5.3$4.0 million in the same prior year period. The decrease was primarily due to a recognized gain on salehigher net losses from other real estate operations of equity securities of $591,000 in the prior year period compared to no gain in the current period, lower fees and service charges and lower loan servicing income.$427,000. The decrease in loan servicing incomeloss was predominately due to the saleseasonal operations of servicing rights on a majoritythe hotel, golf and banquet facility acquired as other real estate owned in the fourth quarter of residential mortgage loans serviced for the Federal agencies and was accompanied by a comparable decrease in operating expenses.2015. Operating expenses, excluding merger related expenses, increased $686,000$1.6 million for the three months ended September 30, 2015,March 31, 2016, as compared to the same prior year period primarily due to higher compensation and employee benefits relating to higher salary expense associated with personnel increasesthe operations of Colonial, the investment in commercial lending the Colonial acquisition and the openingimpact of twoopening new branches.

The Company remains well-capitalized with a tangible common equity ratio of 9.10%9.23% at September 30, 2015.March 31, 2016. On July 24, 2014, the Company announced the authorization of the Board of Directors to repurchase up to 5% of the Company’s outstanding common stock, or 867,923 shares. At September 30, 2015,March 31, 2016, there were 244,804 shares available for repurchase.

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 depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rate earned or paid on them.

The following tables set forth certain information relating to the Company for the three and nine months ended September 30, 2015March 31, 2016 and 2014.2015. 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.

Comparison of Financial Condition at September 30, 2015March 31, 2016 and December 31, 20142015

Total assets increaseddecreased by $201.2$4.6 million to $2.558$2.588 billion at September 30, 2015,March 31, 2016, from $2.357$2.593 billion at December 31, 2014, primarily due to $142.4 million of total assets from the Colonial acquisition.2015. Securities, in the aggregate, decreased by $66.2$19.0 million, to $423.0$405.7 million at September 30, 2015,March 31, 2016, as compared to $489.2$424.7 million at December 31, 2014.2015. Loans receivable, net, increased by $250.1$26.3 million, to $1.939$1.997 billion at September 30, 2015,March 31, 2016, from $1.689$1.971 billion at December 31, 2014,2015, primarily due to $121.2$23.6 million of loans acquired from Colonial, growth in commercial loans (excluding Colonial) of $106.9 million and the purchase of two poolsa $12.8 million pool of performing, locally originated,locally-originated, one-to-four family, non-conforming mortgage loans for $22.0 million. As part of the Colonial acquisition, the Company has outstanding goodwill and core deposit intangible at September 30, 2015 of $1.8 million and $269,000, respectively.loans.

Deposits increased by $247.6$54.7 million, to $1.968$1.971 billion at September 30, 2015,March 31, 2016, from $1.720$1.917 billion at December 31, 2014, primarily due to $123.32015, including $17.0 million of deposits acquired from Colonial. Excluding Colonial, businesson March 11, 2016 through the purchase of an existing retail branch located in the Toms River market. Business deposits increased $60.7$23.9 million, demonstrating the value of relationship based lending. The deposit growth contributed to a decrease in FHLB advances of $72.2$72.5 million, to $233.0$251.9 million at September 30, 2015,March 31, 2016, from $305.2$324.4 million at December 31, 2014.2015.

Stockholders’ equity increased to $234.7$241.1 million at September 30, 2015,March 31, 2016, as compared to $218.3$238.4 million at December 31, 2014, due to stock consideration of $11.8 million issued for the purchase of Colonial and net income for the period, partly offset by the repurchase of 373,594 shares of common stock for $6.5 million (average cost per share of $17.28) and the cash dividend on common stock of $6.5 million.2015. At September 30, 2015,March 31, 2016, there were 244,804 shares available for repurchase under the stock repurchase program adoptedauthorized in July of 2014.

Comparison of Operating Results for the Three and Nine Months Ended September 30,March 31, 2016 and March 31, 2015 and September 30, 2014

General

On July 31, 2015, the Company completed its acquisition of Colonial American Bank (“Colonial”), which added $142.4 million to assets, $121.2 million to loans, and $123.3 million to deposits. Colonial’s results of operations are included in the consolidated results for the quarter ended March 31, 2016 but are excluded from the results of operation for the corresponding prior year period. Net income for the three and nine months ended September 30, 2015March 31, 2016 was $4.7 million and $15.1$4.2 million, or $0.28$0.25 per diluted share, and $0.90 per diluted share, respectively, as compared to net income of $5.2$5.3 million and $15.0 million, respectively, or $0.31$0.32 per diluted share and $0.89 per diluted share, respectively, for the corresponding prior year periods.period. Net income for the three and nine months ended September 30, 2015March 31, 2016 includes non-recurring merger related expenses, net of tax benefit, of $714,000 and $904,000, respectively,$1.2 million, which reduced diluted earnings per share by $0.04 and $0.06, respectively.$0.07. Excluding the non-recurring merger related expenses, the increases in diluted earnings per share overwere equal to the previousprior year periods were primarily due toperiod as higher net interest income was offset by higher operating expenses and lower provisionsprovision for loan losses, partly offset by a reduction inand lower other income and, for the three months ended September 30, 2015, higher operating expenses.income.

Interest Income

Interest income for the three and nine months ended September 30, 2015March 31, 2016 increased to $22.0$23.1 million, and $62.7 million, respectively, as compared to $20.1$20.2 million, and $59.8 million, respectively, in the corresponding prior year periods.period. Average interest-earning assets increased $181.9$234.3 million and $129.7 million, respectively, for the three and nine months ended September 30, 2015,March 31, 2016, as compared to the same prior year periodsperiod benefiting from the interest-earning assets acquired from Colonial which averaged $86.4$107.9 million and $29.1 million, respectively, for the three and nine months ended September 30, 2015.March 31, 2016. Average loans receivable, net, increased $278.4 million for the three months ended March 31, 2016, as compared to the same prior year period. The increase attributable to Colonial was $101.5 million. The yield on average interest-earning assets increased to 3.66%3.73% for the three months ended September 30, 2015,March 31, 2016, as compared to 3.63% for the same prior year period. The yield on average interest-earning assets decreased to 3.62% for the nine months ended September 30, 2105, as compared to 3.66%3.60% for the same prior year period. The asset yield in boththe current year periodsperiod benefited from a shiftthe growth in the mix of interest-earning assets ashigher-yielding average loans receivable, net, increased $243.8 million and $188.2 million, respectively, for the three and nine months ended September 30, 2015, as compared to the same prior year periods, whilereduction in lower-yielding average interest-earning securities decreased $60.4 million and $58.3 million, respectively, as compared to the same prior year periods.securities.

Interest Expense

Interest expense for the three and nine months ended September 30, 2015March 31, 2016 was $2.4$2.5 million, and $6.6 million, respectively, as compared to $2.0 million, and $5.5 million, respectively, in the corresponding prior year periods.period. The cost of average interest-bearing liabilities increased to 0.50% and 0.47% for the three and nine months ended September 30, 2015,March 31, 2016, as compared to 0.45% and 0.40% in the same prior year periods asperiod. In anticipation of an eventual rise in interest rates, the Company extended its borrowed funds into higher-costing, longer-term maturities which carry a higher cost, to better manage the Company’s interest rate risk.and has opportunistically grown higher-cost, longer-term certificates of deposit. Since December 31, 2013, the Bank has extended $183.3$206.9 million of short-term funding into 3-5 year maturities, extending the weighted average maturity of term borrowings from 1.3 years to 3.12.9 years at September 30, 2015.March 31, 2016. The total cost of deposits (including non-interest bearing deposits) was 0.24% and 0.22%0.26% for the three and nine months ended September 30, 2015,March 31, 2016, as compared to 0.23% and 0.24%0.21% for the corresponding prior year periods.period.

Net Interest Income

Net interest income for the three and ninea months ended September 30, 2015March 31, 2016 increased to $19.6$20.6 million, and $56.1 million, respectively, as compared to $18.1 million, and $54.3 million, respectively, in the same prior year periods,period, reflecting an increase in interest-earning assets partly offset byand a lowerhigher net interest margin. Average interest-earning assets increased $181.9$234.3 million and $129.7 million, respectively, for the three and nine months ended September 30, 2015,March 31, 2016, as compared to the same prior year periods.period. The current quarter was favorably impacted by the interest-earning assets acquired from Colonial, which averaged $107.9 million for the quarter ended March 31, 2016. The net interest margin decreasedincreased to 3.26% and 3.24%3.32% for the three and nine months ended September 30, 2015, from 3.27% and 3.33%, respectively,March 31, 2016, as compared to 3.24% for the same prior year periods. Current quarter and, to a lesser extent, year-to-date, 2015 yields and costs were impacted by fair value adjustments to interest-earning assets and interest-bearing liabilities acquired from Colonial as of the July 31, 2015 merger date.period.

Provision for Loan Losses

For the three and nine months ended September 30, 2015,March 31, 2016, the provision for loan losses was $300,000 and $975,000, respectively,$563,000, as compared to $1.0 million and $1.8 million, respectively,$375,000 for the corresponding prior year periods.period. Net charge-offs decreasedincreased to $196,000 and $654,000, respectively,$1.1 million for the three and nine months ended September 30, 2015,March 31, 2016, as compared to net charge-offs of $5.6 million and $6.4 million, respectively,$273,000, in the corresponding prior year periods. In September 2014,period. Two non-performing commercial loans accounted for $886,000 of the Company completed the bulk sale of certain non-performing residential mortgage loans which resulted in a total loan charge-off of $5.0 million. The provision exceeded the net charge-offs for both the three and nine months ended September 30, 2015 to account for loan growth.charge-off. Non-performing loans increaseddecreased by $3.5$2.1 million at September 30, 2015,March 31, 2016, as compared to June 30,December 31, 2015. All of the increase was related to two well-seasoned loans, a $1.4 million residential mortgage loan and a $2.3 million commercial real estate loan, for which there are no expected losses.

Other Income

For the three and nine months ended September 30, 2015,March 31, 2016, other income decreased to $4.2$3.4 million, and $12.3 million, respectively, as compared to $5.3$4.0 million and $14.0 million, respectively, in the same prior year periods. Inperiod. The decrease from the prior year quarter was primarily due to higher net losses from other real estate operations of $427,000, as compared to the prior year. The loss is predominately due to the seasonal operations of the hotel, golf and banquet facility acquired as other real estate owned in the fourth quarter of 2014,2015. The Bank is in the Company soldprocess of finalizing a sale agreement with a qualified buyer with an expected mid-year closing. Fees and service charges declined $72,000 from the servicing rights on a majorityprior year due to the sector wide shift of the residential mortgage loans serviced by the Company for the Federal agencies, recognizingconsumers away from deposit overdrafts. The 2015 results included a gain of $408,000. Smaller, supplemental sales occurred in 2015 resulting in a gain of $111,000 for the nine months ended September 30, 2015. Theon sale of loan servicing caused a decrease of $164,000 and $507,000 in loan servicing income for the three and nine months ended September 30, 2015, respectively, as compared to the same prior year periods but also reduced operating expenses by similar amounts. For both the three and nine months ended September 30, 2014, the Company recognized gains of $591,000 and $938,000, respectively, on the sale of equity securities, as compared to no gains in the current year periods.$81,000.

Operating Expenses

Operating expenses increased to $16.1$16.7 million and $44.3 million, respectively, for the three and nine months ended September 30, 2015,March 31, 2016, as compared to $14.4$13.7 million and $43.4 million, respectively, in the same prior year periods.

period. Operating expenses for the three and nine months ended September 30, 2015March 31, 2016 include $1.0$1.4 million and $1.3 million, respectively, in non-recurring merger expenses relating to the pending acquisition of Colonial. Compensation and employee benefits expense increased $523,000 forCape. Excluding merger related expenses, the three months ended September 30, 2015, as comparedincrease in operating expenses over the prior year was due to the same prior year period. The increase was primarily due to higher salary expense associated with personnel increasesoperations of Colonial, $448,000; the investment in commercial lending, the Colonial acquisition$441,000; and the openingimpact of twothe new branches. Compensation and employee benefits expenses for the nine months ended September 30, 2015 was $54,000 lower than the prior year period which included $196,000 in severance related expenses due to the Company’s strategic decision to improve efficiency in the residential mortgage loan area.branches, $331,000.

Provision for Income Taxes

The provision for income taxes was $2.6$2.5 million and $8.1 million, respectively, for the three and nine months ended September 30, 2015,March 31, 2016, as compared to $2.8$2.7 million and $8.1 million, respectively, for the corresponding prior year periods.period. The effective tax was 35.5% and 34.9%, respectively,36.8% for the three and nine months ended September 30, 2015,March 31, 2016, as compared to 35.1%34.3% for both prior year periods.period. The increase in the effective tax rate over the prior period was primarily due to non-deductible merger related expenses.

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, 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 interest rates, economic conditions and competition. The Company has other sources of liquidity if a need for additional funds arises.

At September 30, 2015,March 31, 2016, the Company had no outstanding overnight borrowings from the FHLB compared to $111.0$82.0 million outstanding at December 31, 2014.2015. The Company utilizes overnight borrowings to fund short-term liquidity needs. The Company had total FHLB borrowings, including the overnight borrowings, of $233.0$251.9 million and $305.2$324.4 million, respectively, at September 30, 2015March 31, 2016 and December 31, 2014.2015.

The Company’s cash needs for the ninethree months ended September 30,March 31, 2016 were primarily satisfied by principal payments on loans and mortgage-backed securities, proceeds from the sale of mortgage loans held for sale, proceeds from maturities of investment securities and deposit growth. The cash was principally utilized for loan originations, the purchase of loans receivable, and to reduce borrowings. The Company’s cash needs for the three months ended March 31, 2015 were primarily satisfied by principal payments on loans and mortgage-backed securities, proceeds from the sale of mortgage loans held for sale, proceeds from maturities of investment securities and deposit growth. The cash was principally utilized for loan originations, the purchase of loans receivable, the purchase of investment securities and to reduce FHLB borrowings. The Company’s cash needs for the nine months ended September 30, 2014 were primarily satisfied by principal payments on loans and mortgage-backed securities, proceeds from the sales of mortgage loans held for sale, proceeds from maturities of investment securities, the sale of investment securities available-for-sale, deposit growth and increased total borrowings. The cash was principally utilized for loan originations and the purchase of investment and mortgage-backed securities.

In the normal course of business, the Company routinely enters into various off-balance-sheet commitments. At September 30, 2015,March 31, 2016, outstanding undrawn lines of credit totaled $302.6$302.4 million; outstanding commitments to originate loans totaled $120.7$94.2 million; and outstanding commitments to sell loans totaled $5.9$6.4 million. The Company expects to have sufficient funds available to meet current commitments arising in the normal course of business.

Time deposits scheduled to mature in one year or less totaled $113.1$147.2 million at September 30, 2015.March 31, 2016. Based upon historical experience management estimates that a significant portion of such time deposits will remain with the Company.

The Company has a detailed contingency funding plan and comprehensive reporting of funding trends on a monthly and quarterly basis which are reviewed by management. Management also monitors cash on a daily basis to determine the liquidity needs of the Bank. Additionally, management performs multiple liquidity stress test scenarios on a quarterly basis. The Bank continues to maintain significant liquidity under all stress scenarios.

Under the Company’s common stock repurchase program, shares of OceanFirst Financial Corp. common stock may be purchased in the open market and through privately negotiatedprivately-negotiated transactions, from time-to-time, depending on market conditions. The repurchased shares are held as treasury stock for general corporate purposes. For the ninethree months ended September 30, 2015,March 31, 2016, the Company repurchased 373,594did not repurchase any shares of common stock at a total cost of $6.5 million, compared with repurchases of 334,630110,143 shares at a cost of $5.6$1.9 million for the ninethree months ended September 30, 2014.March 31, 2015. At September 30, 2015,March 31, 2016, there were 244,804 shares available to be repurchased under the stock repurchase program adoptedauthorized in July of 2014.

Cash dividends on common stock declared and paid during the first ninethree months of 20152016 were $6.5$2.2 million, as compared to $6.1$2.1 million in the same prior year period. The increase in dividends was a result of the additional shares issued in the Colonial acquisition. On October 22, 2015,April 21, 2016, the Board of Directors declared a quarterly cash dividend of thirteen cents ($0.13) per common share. The dividend is payable on November 13, 2015May 20, 2016 to stockholders of record at the close of business on November 2, 2015.May 9, 2016.

The primary sources of liquidity specifically available to OceanFirst Financial Corp., the holding company of OceanFirst Bank, are capital distributions from the bank subsidiary and the issuance of preferred and common stock and long-term debt. For the nine months ended September 30,At December 31, 2015, the Company had received dividend paymentsnotice from the Federal Reserve Bank of Philadelphia that it does not

object to the payment of $12.0 million in dividends from the Bank.Bank to the Company over the next three quarters of 2016, although the Federal Reserve Bank reserved the right to revoke the approval at any time if a safety and soundness concern arises. For the three months ended March 31, 2016, the Company received a dividend payment of $4.0 million from the Bank and $8.0 million remained to be paid over the next two quarters. The Company’s ability to continue to pay dividends will be largely dependent upon capital distributions from the Bank, which may be adversely affected by capital constraints imposed by the applicable regulations. The Company cannot predict whether the Bank will be permitted under applicable regulations to pay a dividend to the Company. If the Bank is unable to pay dividends to the Company, the Company may not have the liquidity necessary to pay a dividend in the future or pay a dividend at the same rate as historically paid, or be able to meet current debt obligations. At September 30, 2015,March 31, 2016, OceanFirst Financial Corp. held $20.1$17.6 million in cash.

As of September 30, 2015,March 31, 2016, the Company and the Bank exceeded all regulatory capital requirements as follows (in thousands):

The Company and the Bank isare considered a “well-capitalized” institution under the Prompt Corrective Action Regulations.

In July 2013, the Federal Deposit Insurance Corporation and the other Federal bank regulatory agencies issued a final rule that revised their leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. The rule and regulatory capital requirements only pertain to the Bank and not the Holding Company. Among other things, the rule established a new Common Equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increased the minimum Tier 1 Capital to risk-weighted assets requirement (from 4% to 6% of risk-weighted assets) and assigned a higher risk weight (150%) to exposures that are more than 90 days past due or are on non-accrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The new Common Equity Tier 1 capital requirement is intended to measure the financial strength of the Bank by comparing its core equity (equity capital plus disclosed reserves) to its risk-weighted assets. The final rule also requires unrealized gains and losses on certain “available-for-sale” securities holdings to be included for purposes of calculating regulatory capital unless a one-time opt-out is exercised. The Bank has exercised its opt-out. Additional constraints were also imposed on the inclusion in regulatory capital of mortgage-servicing assets, deferred tax assets and minority interests, including investments in the capital of unconsolidated financial institutions. The rule limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of Common Equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements. The final rule became effective for the Bank on January 1, 2015. The capital conservation buffer requirement will be phased in beginning January 1,At March 31, 2016, and ending January 1, 2019, when the full capital conservation buffer requirement will be effective.

At September 30, 2015, the Company maintained tangible common equity of $232.6$238.7 million, for a tangible common equity to assets ratio of 9.10%9.23%.

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 undrawn lines of credit and commitments to extend credit. The Company also has outstanding commitments to sell loans amounting to $5.9 million.$6.4 million at March 31, 2016.

The following table shows the contractual obligations of the Company by expected payment period as of September 30, 2015March 31, 2016 (in thousands):

Commitments to fund undrawn lines of credit and commitments to originate loans 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. The commitments to fund undrawn lines of credit primarily relate to commercial loans ($181.7 million), consumer loans ($106.8 million) and construction loans ($14.1 million) at September 30, 2015.

Non-Performing Assets

The following table sets forth information regarding the Company’s non-performing assets consisting of non-performing loans and other real estate owned. 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.

The increase inCompany’s non-performing loans was primarily relatedtotaled $16.2 million at March 31, 2016, as compared to two well-seasoned loans, a $1.4$18.3 million residential mortgage and a $2.3 million commercial real estate loan, for which there are no expected losses.at December 31, 2015. Included in the non-performing loan total at September 30, 2015March 31, 2016 was $3.8$4.8 million of troubled debt restructured loans, as compared to $2.0$4.9 million of troubled debt restructured loans at December 31, 2014. The increase was primarily due to one restructured commercial real estate loan which was previously performing.2015. Non-performing loans are concentrated in commercial real estate,residential mortgage, which comprise 69.9%54.3% of the total at September 30, 2015.March 31, 2016. The decrease in commercial real estate – owner occupied was primarily due to payoffs and loans returning to accrual status. Non-performing loans do not include $1.0 million$376,000 of purchased credit impaired loans acquired from Colonial. At September 30, 2015,March 31, 2016, the allowance for loan losses totaled $16.6$16.2 million, or 0.85%0.80% of total loans, compared with $16.3$16.7 million or 0.95%0.84% of total loans at December 31, 2014. The decline2015. Other real estate owned includes $7.0 million relating to the hotel, golf and banquet facility located in New Jersey which the Company acquired in the loan coverage ratio was largely a functionfourth quarter of Colonial loans, which under purchase accounting requirements, were acquired at fair value, with no corresponding allowance.2015.

The Company classifies loans and other assets in accordance with regulatory guidelines as follows (in thousands):

The largest non-performing and Substandard loan relationship consistsis comprised of twoseveral credit facilities to a marina with an aggregate balance of $5.2 million. The loans are well collateralized by commercial and residential real estate, loans toall business assets and also carry a hotel, golf and banquet facility located in New Jersey for $6.2 million, criticized due to delinquent payments, continual losses and covenant violations. The bankruptcy court recently approved the Bank taking possession of all collateral in the fourth quarter at which time the loan will be reclassified to other real estate owned and other assets. A reserve has previously

been established which reflects the best current estimate of the fair value of the collateral.personal guarantee. The largest Special Mention loan relationship consists ofis a $4.2 million commercial real estate loan to a local fitness facility for $3.9 million. The loan is classified due to operating shortfalls in previous years but is performing as partdeveloper of a restructuring agreement which extended the term of the loan.professional medical office property.

Critical Accounting Policies

Note 1 to the Company’s Audited Consolidated Financial Statements for the year ended December 31, 20142015 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20142015 (the “2014“2015 Form 10-K”), 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 methodologiesmethodology used to determine the allowance for loan losses the reserve for repurchased loans and loss sharing obligations, and judgments regarding securities and goodwill impairment are the most critical accounting policies because they are important to the presentation of the Company’s financial condition and results of operations. These judgments and policies 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. Goodwill will be

evaluated for impairment on an annual basis, or more frequently if events or changes in circumstances indicate potential impairment between annual measurement dates. These critical accounting policies and their application are reviewed periodically and, at least annually, with the Audit Committee of the Board of Directors.

Private Securities Litigation Reform Act Safe Harbor Statement

In addition to historical information, this quarterly report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 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,” “will,” “should,” “may,” “view,” “opportunity,” “potential,” or similar expressions or expressions of confidence. 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 its subsidiaries include, but are not limited to, changes in interest rates, general economic conditions, levels of unemployment in the Bank’s lending area, real estate market values in the Bank’s lending area, future natural disasters and increases to flood insurance premiums, the level of prepayments on loans and mortgage-backed securities, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System, 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 are further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 20142015 and subsequent securities filings and should be considered in evaluating forward-looking statements and undue reliance should not be placed on such 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, and Item 1A, Risk Factors, of the Company’s 20142015 Form 10-K and Item 1A, Risk Factors, of this 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s interest rate sensitivity is monitored 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, 2015,March 31, 2016, 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, 2015,March 31, 2016, the Company’s one-year gap was negative 0.59%positive 2.00% as compared to negative 2.73%1.71% at December 31, 2014.2015.

Additionally, the table below sets forth the Company’s exposure to interest rate risk as measured by the change in economic value of equity (“EVE”) and net interest income under varying rate shocks as of September 30, 2015March 31, 2016 and December 31, 2014.2015. 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 20142015 Form 10-K.

Item 4. 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) and 15d-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. Disclosure controls and procedures are the controls and other procedures that are designed to ensure that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (“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, there were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2015March 31, 2016 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OceanFirst Financial Corp.

Consolidated Statements of Financial Condition

(dollars in thousands, except per share amounts)