UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2001
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission file number 0-27428
OceanFirst Financial Corp.
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(Exact name of registrant as specified in its charter)
Delaware 22-3412577
----------------------------- ------------------------------------
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
975 Hooper Avenue, Toms River, NJ 08753
----------------------------------------- ------------------------------------
( Address of principal executive offices) (Zip Code)
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 _____.
-----
As of May 8, 2001, there were 10,719,595 shares of the Registrant's Common
Stock, par value $.01 per share, outstanding.
OceanFirst Financial Corp.
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION
- ------- ---------------------
PAGE
----
Item 1. Consolidated Financial Statements (Unaudited)
Consolidated Statements of Financial Condition
as of March 31, 2001 and December 31, 2000............................ 1
Consolidated Statements of Income for the three
months ended March 31, 2001 and 2000.................................. 2
Consolidated Statements of Cash Flows for the three
months ended March 31, 2001 and 2000.................................. 3
Notes to Consolidated Financial Statements............................ 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................... 6
Item 3. Quantitative and Qualitative Disclosure about Market Risk............. 9
Part II. OTHER INFORMATION
- -------- -----------------
Item 1. Legal Proceedings..................................................... 11
Item 2. Changes in Securities................................................. 11
Item 3. Default Upon Senior Securities........................................ 11
Item 4. Submission of Matters to a Vote of Security Holders................... 11
Item 5. Other Information..................................................... 11
Item 6. Exhibits and Reports on Form 8-K...................................... 11
Signatures ...................................................................... 12
OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands, except per share amounts)
March 31, December 31,
2001 2000
---------- ----------
(Unaudited)
ASSETS
- ------
Cash and due from banks $ 14,127 $ 7,235
Investment securities available for sale 98,850 103,536
Federal Home Loan Bank of New York stock, at cost 20,000 20,000
Mortgage-backed securities available for sale 281,613 268,042
Loans receivable, net 1,159,769 1,136,879
Mortgage loans held for sale 27,808 35,588
Interest and dividends receivable 8,795 9,318
Real estate owned, net 284 157
Premises and equipment, net 15,468 14,676
Servicing asset 6,598 6,363
Other assets 37,784 38,423
---------- ----------
Total assets $1,671,096 $1,640,217
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Deposits $1,119,973 $1,104,188
Federal Home Loan Bank advances 125,000 127,500
Securities sold under agreements to repurchase 254,996 236,494
Advances by borrowers for taxes and insurance 6,678 6,388
Other liabilities 9,133 7,911
---------- ----------
Total liabilities 1,515,780 1,482,481
---------- ----------
Stockholders' equity:
Preferred stock, $.01 par value,
5,000,000 shares authorized, no shares issued - -
Common stock, $.01 par value, 55,000,000 shares authorized,
18,118,248 shares issued and 10,719,595 and 11,084,123
shares outstanding at March 31, 2001 and December 31,
2000, respectively 181 181
Additional paid-in capital 180,598 179,805
Retained earnings 123,763 121,737
Accumulated other comprehensive loss (2,822) (4,927)
Less: Unallocated common stock held by
Employee Stock Ownership Plan (13,782) (14,156)
Unearned Incentive Awards (1,612) (2,096)
Treasury stock, 7,398,653 and 7,034,125 shares
at March 31, 2001 and December 31, 2000,
respectively (131,010) (122,808)
---------- ----------
Total stockholders' equity 155,316 157,736
---------- ----------
Total liabilities and stockholders' equity $1,671,096 $1,640,217
========== ==========
See accompanying notes to unaudited consolidated financial statements.
OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
For the three months
ended March 31
---------------
2001 2000
---- ----
(Unaudited)
Interest income:
Loans $22,732 $19,930
Mortgage-backed securities 4,374 5,724
Investment securities and other 2,203 2,428
------- -------
Total interest income 29,309 28,082
------- -------
Interest expense:
Deposits 11,717 10,452
Borrowed funds 4,861 4,994
------- -------
Total interest expense 16,578 15,446
------- -------
Net interest income 12,731 12,636
Provision for loan losses 255 240
------- -------
Net interest income after provision
for loan losses 12,476 12,396
------- -------
Other income:
Fees and service charges 1,356 987
Net gain on sales of loans and securities
available for sale 1,079 60
Net income (loss) from other real estate operations 14 (11)
Other 351 294
------- -------
Total other income 2,800 1,330
------- -------
Operating expenses:
Compensation and employee benefits 5,368 4,330
Occupancy 694 582
Equipment 495 359
Marketing 337 316
Federal deposit insurance 123 120
Data processing 491 392
General and administrative 1,602 1,095
------- -------
Total operating expenses 9,110 7,194
------- -------
Income before provision for income taxes 6,166 6,532
Provision for income taxes 2,145 2,218
------- -------
Net income $ 4,021 $ 4,314
======= =======
Basic earnings per share $ .42 $ .40
======= =======
Diluted earnings per share $ .40 $ .39
======= =======
Average basic shares outstanding 9,688 10,865
======= =======
Average diluted shares outstanding 10,137 11,044
======= =======
See accompanying notes to unaudited consolidated financial statements.
2
OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
For the three months
ended March 31,
--------------------
2001 2000
---- ----
(Unaudited)
Cash flows from operating activities:
Net income $ 4,021 $ 4,314
-------- --------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization of premises and equipment 464 379
Amortization of Incentive Awards 484 483
Amortization of ESOP 374 393
ESOP adjustment 283 99
Tax benefit of stock plans 510 39
Amortization of servicing asset 254 70
Amortization of intangible assets 89 26
Net premium amortization in excess of discount
accretion on securities 113 107
Net accretion of deferred fees and discounts
in excess of premium amortization on loans (17) (149)
Provision for loan losses 255 240
Net gain on sales of real estate owned (21) (2)
Net gain on sales of loans and securities available for sale (1,079) (60)
Proceeds from sales of mortgage loans held for sale 68,474 4,289
Mortgage loans originated for sale (59,615) (4,229)
Decrease (increase) in interest and dividends receivable 523 (673)
Increase in other assets (1,283) (412)
Increase in other liabilities 1,222 756
-------- ----------
Total adjustments 11,030 1,356
-------- ----------
Net cash provided by operating activities 15,051 5,670
-------- ----------
Cash flows from investing activities:
Net increase in loans receivable (23,468) (20,285)
Purchase of mortgage-backed securities available for sale (24,649) -
Proceeds from maturities of investment securities
available for sale 5,000 -
Principal payments on mortgage-backed securities
available for sale 14,100 14,134
Proceeds from sales of real estate owned 234 70
Purchases of premises and equipment (1,256) (290)
-------- ----------
Net cash used in investing activities (30,039) (6,371)
-------- ----------
Continued
3
OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(dollars in thousands)
For the three months
ended March 31,
--------------------
2001 2000
---- ----
(Unaudited)
Cash flows from financing activities:
Increase in deposits $15,785 $ 20,995
Decrease in Federal Home Loan Bank advances (2,500) (42,000)
Increase in securities sold under agreements
to repurchase 18,502 26,578
Increase in advances by borrowers for taxes and
insurance 290 362
Exercise of stock options 548 -
Dividends paid (1,895) (1,678)
Purchase of treasury stock (8,850) (9,820)
------- --------
Net cash provided by (used in) financing activities 21,880 (5,563)
------- --------
Net increase (decrease) in cash and due from banks 6,892 (6,264)
Cash and due from banks at beginning of period 7,235 10,007
------- --------
Cash and due from banks at end of period $14,127 $ 3,743
======= ========
Supplemental Disclosure of Cash Flow
Information:
Cash paid during the period for:
Interest $16,483 $ 15,671
Income taxes 12 -
Noncash investing activities:
Transfer of loans receivable to real estate owned 340 303
Mortgage loans securitized into mortgage-backed
securities 4,167 -
========= ========
See accompanying notes to unaudited consolidated financial statements.
4
OceanFirst Financial Corp.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
Note 1. Basis of Presentation
- -----------------------------
The accompanying unaudited consolidated financial statements include the
accounts of OceanFirst Financial Corp. (the "Company") and its wholly-owned
subsidiary, OceanFirst Bank (the "Bank") and its wholly-owned subsidiaries,
Columbia Equities, Ltd., OceanFirst Realty Inc. and Ocean Investment Services,
Inc.
The interim consolidated financial statements reflect all normal and recurring
adjustments which are, in the opinion of management, considered necessary for a
fair presentation of the financial condition and results of operations for the
periods presented. The results of operations for the three months ended March
31, 2001 are not necessarily indicative of the results of operations that may be
expected for all of 2001.
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, 2000.
Note 2. Earnings per Share
- ---------------------------
The following reconciles shares outstanding for basic and diluted earnings per
share for the three months ended March 31, 2001 and 2000 (in thousands):
Three months ended
March 31,
------------------------
2001 2000
---- ----
Weighted average shares issued net of Treasury shares 10,964 12,427
Less: Unallocated ESOP shares (1,103) (1,227)
Unallocated incentive award shares (173) (335)
------ ------
Average basic shares outstanding 9,688 10,865
Add: Unallocated ESOP shares
Unallocated incentive award shares 370 79
Incentive awards 79 100
------ ------
Average diluted shares outstanding 10,137 11,044
====== ======
Note 3. Comprehensive Income
- -----------------------------
For the three month periods ended March 31, 2001 and 2000 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 $6,126,000 and $2,237,000, respectively.
Note 4. Impact of Recent Accounting Pronouncements
- --------------------------------------------------
In June 2000, the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 138 "Accounting for Certain Derivative Instruments and Certain Hedging
Activities, an Amendment to FASB Statement No. 133". SFAS No. 138 amends
certain aspects of SFAS No. 133 to simplify the accounting for derivatives and
hedges under SFAS No. 133. SFAS No. 138 is effective upon the company's
adoption of SFAS No. 133 (January 1, 2001). The initial adoption of SFAS No.
133 and SFAS No. 138 did not have a material impact on the Company's financial
statements.
In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities (A Replacement
of FASB Statement 125)." SFAS No. 140 supersedes and replaces the
5
guidance in SFAS No. 125 and, accordingly, provides guidance on the following
topics: securitization transactions involving financial assets, sales of
financial assets such as receivables, loans, and securities; factoring
transactions; wash sales; servicing assets and liabilities, collateralized
borrowing arrangements; securities lending transactions; repurchase agreements;
loan collateralized borrowing arrangements; securities lending transactions;
repurchase agreements; loan participations; and extinguishment of liabilities.
The provisions of SFAS No. 140 are effective for transactions entered into after
March 31, 2001. The initial adoption of SFAS No. 140 did not have a material
impact on the Company's financial statements.
Note 5. Loans Receivable, Net
- -----------------------------
Loans receivable, net at March 31, 2001 and December 31, 2000 consisted of the
following (in thousands):
March 31, 2001 December 31, 2000
--------------- ------------------
Real estate:
One- to four-family $1,001,567 $ 993,706
Commercial real estate, multi-
family and land 89,706 89,663
Construction 9,779 7,973
Consumer 62,707 62,923
Commercial 35,925 29,687
---------- ----------
Total loans 1,199,684 1,183,952
Loans in process (3,037) (2,927)
Deferred origination costs (fees), net 273 561
Unearned premium 15 19
Allowance for loan losses (9,358) (9,138)
---------- ----------
Total loans, net 1,187,577 1,172,467
Less: mortgage loans held for sale 27,808 35,588
---------- ----------
Loans receivable, net $1,159,769 $1,136,879
========== ==========
Note 6. Deposits
- ----------------
The major types of deposits at March 31, 2001 and December 31, 2000 were as
follows (in thousands):
March 31, 2001 December 31, 2000
-------------- -----------------
Type of Account
- ---------------
Non-interest bearing $ 57,029 $ 49,910
NOW 187,225 170,976
Money market deposit 69,006 71,010
Savings 169,675 165,866
Time deposits 637,038 646,426
---------- ----------
$1,119,973 $1,104,188
========== ==========
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Financial Condition
Total assets at March 31, 2001 were $1.671 billion, an increase of $30.9
million, compared to $1.640 billion at December 31, 2000.
Loans receivable, net, increased by $22.9 million to a balance of $1.160 billion
at March 31, 2001, compared to a balance of $1.137 billion at December 31, 2000.
The increase was partly attributable to commercial lending (including commercial
real estate) initiatives which accounted for $6.3 million of this growth.
Deposit balances increased $15.8 million to $1.120
6
billion at March 31, 2001 from $1.104 billion at December 31, 2000, as core
deposit categories, a key emphasis for the Company, increased by $25.2 million
as time deposits declined.
Stockholder's equity at March 31, 2001 decreased to $155.3 million, compared to
$157.7 million at December 31, 2000 due to the execution of the Company's eighth
stock repurchase program. The Company repurchased, 402,100 shares of common
stock during the first three months of 2001 at a total cost of $8.8 million.
Under the 10% repurchase program authorized by the Board of Directors in August
2000, 383,343 shares remain to be purchased as of March 31, 2001.
Results of Operations
General
Net income decreased to $4.0 million for the three months ended March 31, 2001,
as compared to net income of $4.3 million for the three months ended March 31,
2000, while diluted earnings per share increased to $.40 for the three months
ended March 31, 2001, as compared to $.39 for the same prior year period. The
increase in earnings per share is primarily the result of the Company's
repurchase program, which reduced the number of shares outstanding.
Interest Income
Interest income for the three months ended March 31, 2001 was $29.3 million,
compared to $28.1 million for the three months ended March 31, 2000. The
increase in interest income was due to an increase in average interest-earning
assets of $25.2 million for the three months ended March 31, 2001, as compared
to the same prior year period. Additionally, the yield on average interest-
earning assets increased to 7.54% on average for the three months ended March
31, 2001, compared to 7.34% on average in the same prior year period. The asset
yield benefited from a change in the mix of average-earning assets towards a
higher concentration of loans receivable partly funded by reductions in lower
yielding investment and mortgage-backed securities. For the three months ended
March 31, 2001 loans receivable represented 75.4% of average interest-earning
assets as compared to 68.7% for the same prior year period.
Interest Expense
Interest expense for the three months ended March 31, 2001 was $16.6 million,
compared to $15.4 million for the three months ended March 31, 2000. The
increase in interest expense was primarily the result of an increase in the
average cost of interest-bearing liabilities, which rose to 4.70%, for the three
months ended March 31, 2001, as compared to 4.49% for the same prior year
period, as well as an increase in average interest-bearing liabilities which
rose by $34.4 million for the three months ended March 31, 2001, as compared to
the same prior year period. The Company's stock repurchase programs will
generally cause interest-bearing liabilities to rise at a greater rate than
interest-earning assets due to the reduction in stockholders' equity as a
funding source.
Provision for Loan Losses
For the three months ended March 31, 2001, the Company's provision for loan
losses was $255,000, as compared to $240,000 for the same prior year period.
The Company's non-performing assets increased to $3.4 million at March 31, 2001,
as compared to $3.1 million at March 31, 2000.
Other Income
Other income was $2.8 million for the three months ended March 31, 2001,
compared to $1.3 million for the same prior year period. For the three months
ended March 31, 2001 the Company recorded a gain of $1.1 million on the sale of
loans, as compared to a gain of $60,000 in the same prior year period. The
increased gain from loan sales is primarily due to the mortgage banking
activities of Columbia Equities, Ltd. ("Columbia"), a mortgage banking company
acquired by the Company on August 18, 2000. The Bank also periodically sells 30
year fixed-rate mortgage loans to assist in the management of interest rate
risk.
Excluding the respective net gains on the sale of loans, other income increased
by $451,000, or 35.5%, for the three months ended March 31, 2001, as compared to
the same prior year period. Fees and service charges increased due to the growth
in commercial account services, retail core account balances and trust fees.
7
Operating Expenses
Operating expenses were $9.1 million for the three months ended March 31, 2001,
as compared to $7.2 million in the same prior year period. The increase was
principally due to operating expenses associated with Columbia, and the costs
associated with the opening of the Bank's fourteenth and fifteenth branch
offices in May 2000 and February 2001, respectfully.
Provision for Income Taxes
Income tax expense was $2.1 million for the three months ended March 31, 2001
compared to $2.2 million 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, Federal Home Loan Bank
("FHLB") and other borrowings and, to a lesser extent, investment maturities and
proceeds from the sale of loans. While scheduled amortization of loans is a
predictable source of funds, deposit flows and mortgage prepayments are greatly
influenced by general interest rates, economic conditions and competition. The
Company has other sources of liquidity if a need for additional funds arises,
including an overnight line of credit and advances from the FHLB.
At March 31, 2001, the Company had $50.0 million of outstanding overnight
borrowings from the FHLB, a decrease from $52.5 million at December 31, 2000.
The Company utilizes the overnight line from time to time to fund short-term
liquidity needs. The Company also had other borrowings of $330.0 million at
March 31, 2001, an increase from $311.5 million at December 31, 2000. These
borrowings were used to fund a wholesale leverage strategy designed to improve
returns on invested capital.
The Company's cash needs for the three months ended March 31, 2001, were
primarily provided by principal payments on loans and mortgage-backed
securities, increased deposits and increased total borrowings. The cash was
principally utilized for loan originations, the purchase of mortgage-backed
securities and the purchase of treasury stock. For the three months ended March
31, 2000, the cash needs of the Company were primarily satisfied by principal
payments on loans and mortgage-backed securities, proceeds from the sale of
mortgage loans held for sale and increased deposits. The cash provided was
principally used for the origination of loans, a reduction in total borrowings
and the purchase of treasury stock.
At March 31, 2001, the Bank exceeded all of its regulatory capital requirements
with tangible capital of $124.3 million, or 7.4%, of total adjusted assets,
which is above the required level of $25.1 million or 1.5%; core capital of $
124.3 million or 7.4% of total adjusted assets, which is above the required
level of $50.2 million, or 3.0%; and risk-based capital of $133.5 million,
or 14.1% of risk-weighted assets, which is above the required level of $75.6
million or 8.0%. The Bank is considered a "well capitalized" institution under
the Office of Thrift Supervision's prompt corrective action regulations.
8
Non-Performing Assets
The following table sets forth information regarding the Company's nonperforming
assets consisting of non-accrual loans and Real Estate Owned (REO). 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.
March 31, December 31,
2001 2000
-------- -----------
(dollars in thousands)
Non-accrual loans:
Real estate:
One-to four-family $ 2,961 $ 2,594
Commercial real estate,
multi-family and land - -
Consumer 175 147
Commercial - 182
------- -------
Total 3,136 2,923
REO, net 284 157
------- -------
Total non-performing assets $ 3,420 $ 3,080
======= =======
Non-performing loans as a percent of total
loans receivable .26% .25%
Non-performing assets as a percent of total
assets .20 .19
Allowance for loan losses as a percent of
total loans receivable .78 .77
Allowance for loan losses as percent of
total non-performing loans 298.41 312.62
In January 2001 the Bank downgraded a performing commercial loan with an
outstanding balance of $2.4 million to the substandard classification as a
result of weakened financial results. The borrower subsequently failed to make
a quarterly principal and interest payment on March 30, 2001 and in April 2001
the Bank consequently downgraded 50% of the loan to the doubtful classification.
The Bank holds a participation interest in a $125 million shared national credit
which is secured by corporate assets and various commercial real estate
properties. The Bank does not participate in any other shared national credits.
Private Securities Litigation Reform Act Safe Harbor Statement
In addition to historical information, this quarterly report may include certain
forward looking statements based on current management expectations. The
Company's actual results could differ materially from those management
expectations. Factors that could cause future results to vary from current
management expectations include, but are not limited to, general economic
conditions, legislative and regulatory changes, monetary and fiscal policies of
the federal government, changes in tax policies, rates and regulations of
federal and state tax authorities, changes in interest rates, deposit flows, the
cost of funds, demand for loan products, demand for financial services,
competition, changes in the quality or composition of the Bank's loan and
investment portfolios, changes in accounting principles, policies or guidelines,
and other economic, competitive, governmental and technological factors
affecting the Company's operations, markets, products, services and prices.
Further description of the risks and uncertainties to the business are included
in Item 1, Business, of the Company's 2000 Form 10-K.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
The Company's interest rate sensitivity is monitored by management through the
use of an interest rate risk (IRR) model. Based on internal IRR modeling the
Company's one year gap at March 31, 2001 was negative 13.4% as compared to
negative 10.8% at December 31, 2000. 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, 2001 and December 31, 2000. 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
9
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, 2000.
At March 31, 2001, the Company's NPV in a static rate environment is less than
the NPV at December 31, 2000, reflecting the Company's declining capital levels
resulting from common stock repurchase programs and the lower interest rate
environment which reduces the value of the Company's core deposits. Also, in a
shocked interest rate environment, the Company projects a greater percent change
in NPV at March 31, 2001 than was the case at December 31, 2000. The heightened
interest rate sensitivity is primarily due to the declining capital base which
accentuates, on a percentage basis, similar dollar changes in NPV.
March 31, 2001 December 31, 2000
------------------------------------------------ -----------------------------------------------------------
Net Portfolio Value Net Interest Income Net Portfolio Value Net Interest Income
- ------------------------------------------------------------------ -----------------------------------------------------------
Change in
Interest Rates
in Basis Points NPV NPV
(Rate Shock Amount % Change Ratio Amount % Change Amount % Change Ratio Amount % Change
- ------------------------------------------------------------------ ------------------------------------------------------------
(dollars in
thousands)
300 $ 95,745 (43.9)% 6.2% $45,790 (13.8)% $122,407 (37.9)% 8.2% $42,061 (13.9)%
200 126,836 (25.7) 8.0 48,711 (8.3) 153,064 (22.3) 9.9 44,556 (8.8)
100 155,698 (8.8) 9.5 51,459 (3.1) 179,453 (8.9) 11.3 46,728 (4.3)
Static 170,726 --- 10.2 53,118 --- 197,049 --- 12.1 48,837 ---
(100) 177,189 3.8 10.4 54,265 2.2 201,071 2.0 12.1 49,569 1.5
(200) 175,000 2.5 10.1 54,172 2.0 196,426 (.3) 11.6 49,483 1.3
(300) 166,806 (2.3) 9.5 53,316 .4 186,175 (5.5) 10.9 48,675 (.3)
10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
The Company is not engaged in any legal proceedings of a material
nature at the present time. From time to time, the Company is a party
to routine legal proceedings within the normal course of business.
Such routine legal proceedings in the aggregate are believed by
management to be immaterial to the Company's financial condition or
results of operations.
Item 2. Changes in Securities
---------------------
Not Applicable
Item 3. Defaults Upon Senior Securities
-------------------------------
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The annual meeting of stockholders was held April 19, 2001. The
following directors were elected for terms of three years: Donald E.
McLaughlin, James T. Snyder and John E. Walsh. The following
proposals were voted on by the stockholders:
Withheld/ Broker
Proposal For Abstain Non-Votes
---------- --- ------- ---------
1) Election of Directors:
Donald E. McLaughlin,CPA 10,201,635 17,034 0
James T. Snyder 10,201,235 17,434 0
John E. Walsh 10,200,538 18,130 0
Withheld/ Broker
For Against Abstain Non-Votes
--- ------- --------- ---------
2) Ratification of KPMG LLP 10,185,002 4,753 28,914 6,617
as independent auditors for the
Company for the year ending
December 31, 2001.
Item 5. Other Information
-----------------
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibits:
3.1 Certificate of Incorporation of OceanFirst Financial Corp.*
3.2 Bylaws of OceanFirst Financial Corp.**
4.0 Stock Certificate of OceanFirst Financial Corp.*
b) There were no reports on Form 8-K filed during the three months
ended March 31, 2001.
* Incorporated herein by reference into this document from the Exhibits to
Form S-1, Registration Statement, filed on December 7, 1995, as amended,
Registration No. 33-80123.
** Incorporated herein by reference into this document from the Exhibit
to Form 10-Q, Quarterly Report, filed on August 11, 2000.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OceanFirst Financial Corp.
--------------------------------------------
Registrant
DATE: May 11, 2001 /s/ John R. Garbarino
------------------------------------------
John R. Garbarino
Chairman of the Board, President
and Chief Executive Officer
DATE: May 11, 2001 /s/ Michael Fitzpatrick
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Michael Fitzpatrick
Executive Vice President and
Chief Financial Officer
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