What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-02-28 compared with 2021-03-01 · 12 added, 119 removed, 13 unchanged (91% of the section changed)

4 unchanged sentences

Stock Performance Graph

The following graph shows a comparison of total stockholder return on OceanFirst Financial Corp.’s common stock, based on the market price of the Company’s common stock with the cumulative total return of companies in the Nasdaq Composite Index, the SNL Thrift Index and the SNL Bank Index for the period December 31, 2015 through December 31, 2020.

The following graph shows a comparison of total stockholder return on OceanFirst Financial Corp.’s common stock, based on the market price of the Company’s common stock with the cumulative total return of companies in the NASDAQ Composite Index and the KBW Regional Banking Index for the period from December 31, 2016 through December 31, 2021.

The graph may not be indicative of possible future performance of the Company’s common stock.

5 unchanged sentences

NASDAQ Composite Index 100.00 129.64 125.96 172.18 249.51 304.85

SNL Thrift Index 100.00 122.49 121.60 102.42 126.10 116.21

SNL Bank Index 100.00 126.35 149.21 124.00 167.93 145.49

For the years ended December 31, 2020 and 2019, the Company paid an annual cash dividend of $0.68 per share.

KBW Regional Banking Index 100.00 101.75 83.95 103.94 94.89 129.65

For each of the years ended December 31, 2021 and 2020, the Company paid an annual cash dividend of $0.68 per share.

On December 18, 2019, the Company announced the authorization by the Board of Directors to repurchase up to an additional 5% of the Company’s outstanding common stock, or 2.5 million shares.

On February 28, 2020, the Company suspended its repurchase activity in light of the COVID-19 pandemic, and has subsequently determined to recommence repurchases under its existing stock repurchase plan in February 2021.

At December 31, 2020, there were 2,019,145 shares available for repurchase under the Company’s stock repurchase program.

The Company did not repurchase shares of its common stock during the quarter ended December 31, 2020.

Selected Financial Data

The selected consolidated financial and other data of the Company set forth below is derived in part from, and should be read in conjunction with the Consolidated Financial Statements of the Company and Notes thereto presented elsewhere in this Annual Report.

At December 31,

2020 2019 2018 2017 2016

(dollars in thousands)

Selected Financial Condition Data:

Total assets $ 11,448,313 $ 8,246,145 $ 7,516,154 $ 5,416,006 $ 5,166,917

Debt securities available-for-sale, at estimated fair value 183,302 150,960 100,717 81,581 20,775

Debt securities held-to-maturity, net of allowance for credit losses 937,253 768,873 846,810 764,062 589,912

Equity investments, at estimated fair value 107,079 10,136 9,655 8,700 —

Restricted equity investments, at cost 51,705 62,356 56,784 19,724 19,313

Loans receivable, net of allowance for credit losses 7,704,857 6,207,680 5,579,222 3,965,773 3,803,443

Deposits 9,427,616 6,328,777 5,814,569 4,342,798 4,187,750

FHLB advances — 519,260 449,383 288,691 250,498

Securities sold under agreements to repurchase and other borrowings 363,925 168,540 161,290 136,187 126,494

Stockholders’ equity 1,484,130 1,153,119 1,039,358 601,941 571,903

For the Years Ended December 31,

2020 2019 2018 2017 2016

(dollars in thousands;

except per share amounts)

Selected Operating Data:

Interest income $ 379,608 $ 308,794 $ 276,654 $ 188,829 $ 133,425

Interest expense 66,657 52,823 36,152 19,611 13,163

Net interest income 312,951 255,971 240,502 169,218 120,262

Credit loss expense 59,404 1,636 3,490 4,445 2,623

Net interest income after credit loss expense 253,547 254,335 237,012 164,773 117,639

Other income (excluding net gain (loss) on equity investments and gain on sale of Paycheck Protection Program (“PPP”) loans) 47,611 41,898 35,026 27,072 20,412

Net gain (loss) on equity investments 21,214 267 (199) — —

Gain on sale of PPP loans 5,101 — — — —

Operating expenses 208,604 169,589 156,275 112,022 86,182

FHLB advance prepayment fees 14,257 — — — 136

Branch consolidation expense 7,623 9,050 3,151 6,205 —

Merger related expenses 15,947 10,503 26,911 8,293 16,534

Income before provision for income taxes 81,042 107,358 85,502 65,325 35,199

Provision for income taxes 17,733 18,784 13,570 22,855 12,153

Net income $ 63,309 $ 88,574 $ 71,932 $ 42,470 $ 23,046

Net income available to common stockholders $ 61,212 $ 88,574 $ 71,932 $ 42,470 $ 23,046

Basic earnings per share $ 1.02 $ 1.77 $ 1.54 $ 1.32 $ 1.00

Diluted earnings per share $ 1.02 $ 1.75 $ 1.51 $ 1.28 $ 0.98

At or For the Year Ended December 31,

2020 2019 2018 2017 2016

Selected Financial Ratios and Other Data (1) :

Performance Ratios:

Return on average assets (2)

0.56 % 1.10 % 0.98 % 0.80 % 0.62 %

Return on average tangible assets (2)(3)

0.59 1.16 1.02 0.83 0.63

Return on average stockholders’ equity (2)

4.35 7.84 7.31 7.20 6.08

Return on average tangible stockholders’ equity (2)(3)

6.81 11.96 11.16 9.82 7.13

Stockholders’ equity to total assets

12.96 13.98 13.83 11.11 11.07

Tangible stockholders’ equity to tangible assets (3)

8.79 9.71 9.55 8.42 8.30

Tangible common equity to tangible assets (3)

8.28 9.71 9.55 8.42 8.30

Net interest rate spread (4)

2.96 3.40 3.57 3.44 3.38

Net interest margin (5)

3.16 3.62 3.71 3.53 3.47

Average interest-earning assets to average interest-bearing liabilities

130.65 128.51 124.96 122.99 122.46

Operating expenses to average assets (2)

2.20 2.35 2.53 2.39 2.76

Efficiency ratio (2)(6)

63.70 63.44 67.68 64.46 73.11

Loans to deposits ratio (7)

82.27 98.20 96.12 91.56 90.92

Asset Quality Ratios:

Non-performing loans as a percent of total loans receivable (7)(8)

0.47 0.29 0.31 0.52 0.35

Non-performing assets as a percent of total assets (8)

0.32 0.22 0.25 0.54 0.45

Allowance for credit losses as a percent of total loans

receivable (7)(9)

0.78 0.27 0.30 0.40 0.40

Allowance for credit losses as a percent of total non-performing loans (8)(9)

166.81 94.41 95.19 75.35 111.92

Wealth Management:

Assets under administration (000’s)

$ 245,175 $ 195,415 $ 184,476 $ 233,185 $ 218,336

Nest Egg (000’s) 93,237 34,865 — — —

Per Share Data:

Cash dividends per common share

$ 0.68 $ 0.68 $ 0.62 $ 0.60 $ 0.54

Dividend payout ratio per common share 66.73 % 38.96 % 41.08 % 46.80 % 55.14 %

Stockholders’ equity per common share at end of period

$ 24.57 $ 22.88 $ 21.68 $ 18.47 $ 17.80

Tangible stockholders’ equity per common share at end of period (3)

15.90 15.13 14.26 13.58 12.94

Tangible common stockholders’ equity per common share at end of period (3)

14.98 15.13 14.26 13.58 12.94

Number of full-service customer facilities:

62 56 59 46 61

(1) With the exception of end of year ratios, all ratios are based on average daily balances.

(2) Performance ratios for 2020 includes net gain on equity investments, gain on sale of PPP loans, FHLB advance prepayment fees, merger related expenses, branch consolidation expenses, and Two River and Country Bank opening credit loss expense under the CECL model of $14.3 million with an after tax cost of $11.0 million.

Performance ratios for 2019 include merger related expenses, branch consolidation expenses, non-recurring professional fees, compensation expense due to the retirement of an executive officer, and the reduction in income tax expense from the revaluation of state deferred tax assets as a result of a change in the New Jersey tax code of $20.6 million with an after tax cost of $16.3 million.

Performance ratios for 2018 include merger related expenses, branch consolidation expenses, and an income tax benefit related to Tax Reform of $28.2 million with an after tax cost of $22.2 million.

Performance ratios for 2017 include merger related expenses, branch consolidation expenses, and additional income tax expense related to Tax Reform of $18.1 million with an after tax cost of $13.5 million.

Performance ratios for 2016 include merger related expenses and the Federal Home Loan Bank advance prepayment fee totaling $16.7 million with an after tax cost of $11.9 million.

(3) Tangible stockholders’ equity and tangible assets exclude intangible assets relating to goodwill and core deposit intangible.

Tangible common equity excludes goodwill, core deposit intangible and preferred equity.

(4) The net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(5) The net interest margin represents net interest income as a percentage of average interest-earning assets.

(6) Efficiency ratio represents the ratio of operating expenses to the aggregate of other income and net interest income.

(7) Total loans receivable excludes loans held-for-sale.

(8) Non-performing assets consist of non-performing loans and real estate acquired through foreclosure.

Non-performing loans consist of all loans 90 days or more past due and other loans in the process of foreclosure.

It is the Company’s policy to cease accruing interest on all such loans and to reverse previously accrued interest.

(9) The loans acquired from Two River, Country Bank, Capital Bank, Sun, Ocean Shore, Cape, and Colonial American were recorded at fair value.

The net credit mark on these loans, not reflected in the allowance for credit losses, was $28.0 million, $30.3 million, $31.6 million, $ 17.5 million and $26.0 million at December 31, 2020, 2019, 2018, 2017 and 2016, respectively.

The repurchase plan has no expiration date.

On February 28, 2020, the Company suspended its repurchase activity in light of the COVID-19 pandemic, and subsequently recommenced repurchases in February 2021.

On June 25, 2021, the Company announced the authorization to repurchase up to an additional 5% of the Company’s outstanding common stock, or 3.0 million shares.

The Company repurchased 251,475 shares of its common stock during the quarter ended December 31, 2021.

At December 31, 2021, there were 3,307,661 shares available for repurchase.

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs

October 1, 2021 through October 31, 2021 — — — 3,559,136

November 1, 2021 through November 30, 2021 107,775 $ 21.78 107,775 3,451,361

December 1, 2021 through December 31, 2021 143,700 21.46 143,700 3,307,661

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity