OCEANFIRST FINANCIAL CORP (Form: 8-K, Received: 04/26/2019 07:44:50)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 26, 2019 ( April 24, 2019 )

OCEANFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)



Delaware	001-11713	22-3412577
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employer Identification No.)

110 WEST FRONT STREET, RED BANK, NEW JERSEY 07701

(Address of principal executive offices, including zip code)

(732)240-4500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


ITEM 2.02	RESULTS OF OPERATION AND FINANCIAL CONDITION

On April 25, 2019 , OceanFirst Financial Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2019 . That press release is attached to this Report as Exhibit 99.1.


ITEM 5.03	ADMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On April 24, 2019 , the Board of Directors of the Registrant adopted a change to the Registrant’s Bylaws, which were effective upon adoption. The Bylaws, in amended and restated form, are filed herewith as Exhibit 3.2 and incorporated herein by reference. The Bylaws were amended so as to make certain conforming updates with respect to the elimination of the classified Board, and to provide instead for the annual election of directors, approved at the annual meeting of shareholders held on May 31, 2018.


ITEM 8.01	OTHER EVENTS

In the press release described in Item 2.02, the Company announced that the Board of Directors declared a regular quarterly cash dividend on the Company’s outstanding common stock. The cash dividend will be in the amount of $0.17 per share and will be payable on May 17, 2019 to the stockholders of record at the close of business on May 6, 2019 .


ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS



(d)	EXHIBITS

99.1	Press Release dated	April 25, 2019
3.2	Amended and Restated Bylaws of OceanFirst Financial Corp.

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 hereunto duly authorized.



		OCEANFIRST FINANCIAL CORP.

Dated:	April 26, 2019	/s/ Michael J. Fitzpatrick
		Michael J. Fitzpatrick
		Executive Vice President and Chief Financial Officer

Exhibit Index



Exhibit	Description
99.1	Press Release dated	April 25, 2019
3.2	Amended and Restated Bylaws of OceanFirst Financial Corp.

Exhibit 3.2

OceanFirst Financial Corp .

AMENDED AND RESTATED BYLAWS

ARTICLE I ‑ STOCKHOLDERS

Section 1 . Annual Meeting .

An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen (13) months subsequent to the later of the date of incorporation or the last annual meeting of stockholders.

Section 2 . Special Meetings .

Subject to the rights of the holders of any class or series of Preferred Stock of the Corporation, special meetings of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors which the Corporation would have if there were no vacancies on the Board of Directors (hereinafter the "Whole Board").

Section 3 . Notice of Meetings .

Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the Corporation).

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4 . Quorum .

At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy (after giving effect to the provisions of Article FOURTH of the Corporation's Certificate of Incorporation), shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes is required, a majority of the shares of such class or classes present in person or represented by proxy (after giving effect to the provisions of Article FOURTH of the Corporation's Certificate of Incorporation) shall constitute a quorum entitled to take action with respect to that vote on that matter.

4/19

If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.

If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present in person or by proxy constituting a quorum, then except as otherwise required by law, those present in person or by proxy at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.

Section 5 . Organization .

Such person as the Board of Directors may have designated or, in the absence of such a person, the Chairman of the Board of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman appoints.

Section 6 . Conduct of Business .

(a) The chairman of any meeting of stockholders shall determine the order of business and the procedures at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

(b) At any annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who is entitled to vote with respect thereto and who complies with the notice procedures set forth in this Section 6(b). For business to be properly brought before an annual meeting by a stockholder, the business must relate to a proper subject matter for stockholder action and the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice must be delivered or mailed to and received at the principal executive offices of the Corporation not less than ninety (90) days prior to the date of the annual meeting; provided, however, that in the event that less than one hundred (100) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A stockholder's notice to the Secretary shall set forth as to each matter such stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the Corporation's capital stock that are beneficially owned by such stockholder, and (iv) any material interest of such stockholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be brought before or conducted at an annual meeting except in accordance with the provisions of this Section 6(b). The officer of the Corporation or other person presiding over the annual meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 6(b), and if he should so determine, he shall so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be transacted.

At any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board of Directors.

(c) Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders at which directors are to be elected only: (i) by or at the direction of the Board of Directors, or (ii) by any stockholder of the Corporation entitled to vote for the election of Directors at the meeting who complies with the notice procedures set forth in this Section 6(c). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made by timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered or mailed to and received at the principal executive offices of the Corporation not less than ninety (90) days prior to the date of the meeting; provided, however, that in the event that less than one hundred (100) days notice or prior disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholder's notice shall set forth: (i) as to each person whom such stockholder proposes to nominate for election or re‑election as a director, all information relating to such person that would indicate such person's qualification under Article II, Section 1, including an affidavit that such person would not be disqualified under the provisions of Section 1(d), and such information that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and (ii) as to the stockholder giving the notice (x) the name and address, as they appear on the Corporation's books, of such stockholder, and (y) the class and number of shares of the Corporation's capital stock that are beneficially owned by such stockholder. At the request of the Board of Directors any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this Section 6(c). The officer of the Corporation or other person presiding at the meeting shall, if the facts so warrant, determine that a nomination was not made in accordance with such provisions and, if he or she shall so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.

Section 7 . Proxies and Voting .

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting. Any facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

All voting, including on the election of directors but excepting where otherwise required by law or by the governing documents of the Corporation, may be made by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or his or her proxy, a stock vote shall be taken. Every stock vote shall be taken by ballot, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedures established for the meeting. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector,

before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.

All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law or the Certificate of Incorporation, all other matters shall be determined by a majority of the votes cast.

Section 8 . Stock List .

A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

Section 9 . Consent of Stockholders in Lieu of Meeting .

Subject to the rights of the holders of any class or series of Preferred Stock of the Corporation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

ARTICLE II ‑ BOARD OF DIRECTORS

Section 1 . General Powers, Number and Term of Office and Qualifications .

(a) General Powers. The business and affairs of the Corporation shall be under the direction of its Board of Directors. The Board of Directors shall annually elect a Chairman of the Board from among its members who shall, when present, preside at its meetings.

(b) Number. The number of directors who shall constitute the Whole Board shall be such number as the Board of Directors shall from time to time have designated, except that in the absence of such designation shall be nine (9).

(c) Term of Office. The directors, other than those who may be elected by the holders of any class or series of Preferred Stock, shall hold office until the next annual meeting and until his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified.

(d) Qualifications. No person shall be eligible for election or appointment to the Board of Directors: (i) if such person has, within the previous 10 years, been the subject of supervisory action by a financial regulatory agency that resulted in a cease and desist order or an agreement or other written statement subject to public disclosure under 12 U.S.C. 1818(u), or any successor provision; (ii) if such person has been convicted of a crime involving dishonesty or breach of trust which is punishable by imprisonment for a term exceeding one year under state or federal law; (iii) if such person is currently charged in any information, indictment, or other complaint with the commission of or participation in such a crime. No person may serve on the Board of Directors and at the same time be a director or officer of another co-operative bank, credit

union, savings bank, savings and loan association, trust company, bank holding company or banking association (in each case whether chartered by a state, the federal government or any other jurisdiction) or any affiliate thereof. No person shall be eligible for election to the Board of Directors if such person is the representative or agent of a person or acting in concert (as that term is used to describe relationships involved in either presumptive or actual concerted action under 12 C.F.R. Section 174.4 (d)) with respect to the Corporation or its subsidiaries, with a person who is ineligible for election to the Board of Directors under this Section 1(d). No nomination of any individual who would not be qualified to be elected or appointed to or serve as a member of the Board of Directors under this Article II, Section 1(d) shall be valid, accepted or voted upon. The Board of Directors shall have the power to construe and apply the provisions of this Section 1(d) and to make all determinations necessary to implement such provisions, including but not limited to determinations as to whether any persons are a group acting in concert, as defined by this Section 1(d). The Board may request from a nominee information it deems relevant to assessing a nominee's satisfaction of the requirements of this Section 1(d).

Section 2 . Vacancies and Newly Created Directorships .

Subject to the rights of the holders of any class or series of Preferred Stock, and unless the Board of Directors otherwise determines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold until the next annual meeting of stockholders, and until his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. No decrease in the number of authorized directors constituting the whole Board shall shorten the term of any incumbent director.

Section 3 . Regular Meetings .

Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

Section 4 . Special Meetings .

Special meetings of the Board of Directors may be called by one‑third (1/3) of the directors then in office (rounded up to the nearest whole number), by the Chairman of the Board or the President and shall be held at such place, on such date, and at such time as they, or he or she, shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five (5) days before the meeting, or by overnight delivery sent not less than three (3) days before the meeting, or by telegraphing, telexing, facsimile transmission or e-mail with a confirmation of receipt, of the same not less than twenty‑four (24) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 5 . Quorum .

At any meeting of the Board of Directors, a majority of the Whole Board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

Section 6 . Participation in Meetings By Conference Telephone or Electronic Means .

Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 7 . Conduct of Business .

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

Section 8 . Powers .

The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing, the unqualified power:

(1) To declare dividends from time to time in accordance with law;

(2) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

(3) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non‑negotiable, secured or unsecured, and to do all things necessary in connection therewith;

(4) To remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being;

(5) To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents;

(6) To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;

(7) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and,

(8) To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporation's business and affairs.

Section 9 . Compensation of Directors .

Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

Section 10 Director Emeritus .

Any Director of this Company who ceases to be such Director may be elected by the Board of Directors as 'Director Emeritus' and such persons who accept such election shall serve for life or until removed as a Director Emeritus of this Company by the Board of Directors, and, when invited, may sit with the Board of Directors at regular meetings and discuss any questions under consideration provided, however, that such Director Emeritus shall cast no vote.

ARTICLE III ‑ COMMITTEES

Section 1 . Committees of the Board of Directors .

The Board of Directors, by a vote of a majority of the Board of Directors, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for these committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Section 2 . Conduct of Business .

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third (1/3) of the members, but no less than two members, shall constitute a quorum unless the committee shall consist of one (1) or two (2) members, in which event one (1) member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

Section 3 . Nominating Committee .

The Board of Directors shall appoint a Nominating Committee of the Board, consisting of not less than three (3) members. The Nominating Committee shall have authority: (a) to review any nominations for election to the Board of Directors made by a stockholder of the Corporation pursuant to Section 6(c)(ii) of Article I of these Bylaws in order to determine compliance with such Bylaw, and (b) to recommend to the

Whole Board nominees for election to the Board of Directors to replace those directors whose terms expire at the annual meeting of stockholders next ensuing.

ARTICLE IV - CHAIRMAN AND OFFICERS

Section 1 . Generally .

(a) The Board of Directors as soon as may be practicable after the annual meeting of stockholders shall choose a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer and from time to time may choose such other officers as it may deem proper. The Chairman of the Board shall be chosen from among the directors. Any number of offices may be held by the same person.

(b) The term of office of all officers shall be until the next annual election of officers and until their respective successors are chosen but any officer may be removed from office at any time by the affirmative vote of a majority of the authorized number of directors then constituting the Board of Directors.

(c) All officers chosen by the Board of Directors shall have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this ARTICLE IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof.

Section 2 . Chairman of the Board of Directors .

The Chairman of the Board shall, subject to the provisions of these Bylaws and to the direction of the Board of Directors, unless the Board has designated another person, when present, preside at all meetings of the stockholders of the Corporation. The Chairman of the Board shall perform all duties and have all powers which are commonly incident to the office of the Chairman of the Board or which are delegated to him or her by the Board of Directors, but shall not be an executive officer of the Company solely by virtue of such position. He or she shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized.

Section 3 . Chief Executive Officer and President .

The Chief Executive Officer shall have general responsibility for the management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are commonly incident to the office of Chief Executive Officer or which are delegated to him or her by the Board of Directors. Subject to the direction of the Board of Directors, the Chief Executive Officer shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized and shall have general supervision of all of the other officers (other than the Chairman of the Board, if he or she is an officer), employees and agents of the Corporation.

The Corporation shall have a President. If the Chief Executive Officer is not the President, the President shall perform all duties and have all powers which are commonly incident to the office of President or which are delegated to him or her by the Chief Executive Officer. Subject to the direction of the Chief Executive Officer, the President shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized and shall have general supervision of all of the other officers (other than the Chief Executive Officer), employees and agents of the Corporation.

Section 4 . Vice President .

The Vice President or Vice Presidents shall perform the duties of the Chief Executive Officer and/or President in their absence or during the inability of either to act. In addition, the Vice Presidents shall perform the duties and exercise the powers usually incident to their respective offices and/or such other duties and powers as may be properly assigned to them by the Board of Directors, the Chief Executive Officer or the President. A Vice President or Vice Presidents may be designated as Executive Vice President or Senior Vice President.

Section 5 . Secretary .

The Secretary or Assistant Secretary shall issue notices of meetings, shall keep their minutes, shall have charge of the seal and the corporate books, shall perform such other duties and exercise such other powers as are usually incident to such office and/or such other duties and powers as are properly assigned thereto by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President. Subject to the direction of the Board of Directors, the Secretary shall have the power to sign all stock certificates.

Section 6 . Treasurer .

The Treasurer shall be the Comptroller of the Corporation and shall have the responsibility for maintaining the financial records of the Corporation. He or she shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Corporation. The Treasurer shall also perform such other duties as the Board of Directors, the Chief Executive Officer or the President may from time to time prescribe. Subject to the direction of the Board of Directors, the Treasurer shall have the power to sign all stock certificates.

Section 7 . Assistant Secretaries and Other Officers .

The Board of Directors may appoint one or more assistant secretaries and such other officers who shall have such powers and shall perform such duties as are provided in these Bylaws or as may be assigned to them by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

Section 8 . Action with Respect to Securities of Other Corporations .

Unless otherwise directed by the Board of Directors, the Chief Executive Officer, the President or any officer of the Corporation authorized by the Chief Executive Officer or the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V ‑ STOCK

Section 1 . Certificates of Stock .

Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the Chairman of the Board, the Chief Executive Officer or the President, and by the Secretary or an Assistant Secretary, or any Treasurer or Assistant Treasurer, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile.

Section 2 . Transfers of Stock .

Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3 . Record Date .

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the next day preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment or rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 4 . Lost, Stolen or Destroyed Certificates .

In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

Section 5 . Regulations .

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI ‑ NOTICES

Section 1 . Notices .

Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram or other courier. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his or her last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or

dispatched, if delivered through the mails or by telegram or mailgram or other courier, shall be the time of the giving of the notice.

Section 2 . Waivers .

A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE VII ‑ MISCELLANEOUS

Section 1 . Facsimile Signatures .

In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 2 . Corporate Seal .

The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or an assistant to the Treasurer.

Section 3 . Reliance Upon Books, Reports and Records .

Each Director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 4 . Fiscal Year .

The fiscal year of the Corporation shall be as fixed by the Board of Directors.

Section 5 . Time Periods .

In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE VIII ‑ AMENDMENTS

The Board of Directors may amend, alter or repeal these Bylaws at any meeting of the Board, provided notice of the proposed change was given not less than two days prior to the meeting. The stockholders shall also have power to amend, alter or repeal these Bylaws at any meeting of stockholders provided notice of

the proposed change was given in the notice of the meeting; provided, however, that, notwithstanding any other provisions of the Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the voting stock required by law, the Certificate of Incorporation, any Preferred Stock designation or these Bylaws, the affirmative votes of the holders of at least 80% of the voting power of all the then‑outstanding shares of the Voting Stock, voting together as a single class, shall be required to alter, amend or repeal any provisions of these Bylaws.

ARTICLE IX - FORUM FOR ADJUDICATION OF CERTAIN DISPUTES

Unless the Corporation consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware shall be, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, stockholder, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any director, officer, stockholder, employee or agent of the Corporation arising out of or relating to any provision of the Delaware General Corporation Law or the Corporation’s Certificate of Incorporation or these Bylaws or (iv) any action asserting a claim against the Corporation or any director, officer, stockholder, employee or agent of the Corporation governed by the internal affairs doctrine of the State of Delaware; provided , however , that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another court of the State of Delaware, or if no court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provision, including, without limitation, an anti-suit injunction to enforce Article IX and to preclude suit in any other forum. Any person or entity holding, purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to consent to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another court of the State of Delaware, or if no court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware) in any proceeding brought to enjoin, or otherwise enforce this Article IX with respect to, any action by that person or entity that is inconsistent with the exclusive jurisdiction provided for in this Article IX (an “Inconsistent Action”) and (ii) having service of process made upon such person or entity in any such proceeding by service upon such person’s or entity’s counsel in such Inconsistent Action as agent for such person or entity.

The above Bylaws are effective as of November 21, 1995, the date of incorporation of Ocean Financial Corp., as amended June 16, 1999, May 17, 2000, January 22, 2003, April 19, 2015, June 29, 2017, December 20, 2017, and April 24, 2019.



		Press Release

Exhibit 99.1

Company Contact:

Michael J. Fitzpatrick

Chief Financial Officer

OceanFirst Financial Corp.

Tel: (732) 240-4500, ext. 7506

Email: Mfitzpatrick@oceanfirst.com

FOR IMMEDIATE RELEASE

OCEANFIRST FINANCIAL CORP.

ANNOUNCES FIRST QUARTER EARNINGS AND

FINANCIAL RESULTS

RED BANK, NEW JERSEY, April 25, 2019 …OceanFirst Financial Corp. (NASDAQ:“OCFC”), (the “Company”), the holding company for OceanFirst Bank N.A. (the “Bank”), today announced that net income was $21.2 million , or $0.42 per diluted share, for the three months ended March 31, 2019 , as compared to $5.4 million , or $0.12 per diluted share, for the corresponding prior year period.

The results of operations for the quarter ended March 31, 2019 include merger related expenses and branch consolidation expenses, which decreased net income, net of tax benefit, by $4.4 million . Excluding these items, core earnings for the quarter ended March 31, 2019 were $25.6 million , or $0.51 per diluted share. (Please refer to the Non-GAAP Reconciliation table at the end of this document for details on the earnings impact of merger related and branch consolidation expenses).

Highlights for the quarter are described below :


•	On January 31, 2019, the Company completed its acquisition of Capital Bank of New Jersey (“Capital Bank”), which added $494 million to assets, $307 million to loans, and $449 million to deposits. The Company anticipates full integration of operations and the elimination of duplicate branches in Capital Bank’s market areas in June 2019, resulting in cost savings in future periods.


•	The Company’s net interest margin expanded to 3.78% , as compared to 3.71% in the prior linked quarter and 3.73% in the comparable prior year period.


•	Return on average assets for the quarter ended March 31, 2019 was 1.10% and return on average tangible stockholders’ equity was 11.97% , while core return on average assets was 1.32% and core return on average tangible stockholders’ equity was 14.46% , representing increases of 11% and 3%, respectively, as compared to the corresponding prior year period.

Chairman and Chief Executive Officer, Christopher D. Maher, commented on the Company’s results, “We are pleased to report strong results for the quarter with an expanding net interest margin, core earnings of $25.6 million , and core diluted earnings per share of $0.51 .” Mr. Maher added, “With Capital Bank closing on January 31, 2019, we welcome their stockholders, employees, and customers into the OceanFirst family.”

The Company announced that the Company’s Board of Directors declared its eighty-ninth consecutive quarterly cash dividend on common stock. The dividend, related to the three months ended March 31, 2019 , of $0.17 per share will be paid on May 17, 2019 to stockholders of record on May 6, 2019 .

Results of Operations

On January 31, 2018, the Company completed its acquisition of Sun Bancorp Inc. (“Sun”) and its results of operations are included in the consolidated results for the quarter ended March 31, 2019 , but are excluded from the results of operations for the period from January 1, 2018 to January 31, 2018.

On January 31, 2019, the Company completed its acquisition of Capital Bank and its results of operations from February 1, 2019 through March 31, 2019 are included in the consolidated results for the quarter ended March 31, 2019 , but are not included in the results of operations for the corresponding prior year period.

Net income for the quarter ended March 31, 2019 , was $21.2 million , or $0.42 per diluted share, as compared to $5.4 million , or $0.12 per diluted share, for the corresponding prior year period. Net income for the quarter ended March 31, 2019 included merger related and branch consolidation expenses, which decreased net income, net of tax benefit, by $4.4 million . Net income for the quarter ended March 31, 2018 included merger related and branch consolidation expenses which decreased net income, net of tax benefit, by $14.6 million. Excluding these items, net income for the quarter ended March 31, 2019 , increased over the same prior year period, primarily due to the acquisition of Capital Bank and the expense reductions driven by the integration of Sun in the second quarter of 2018.

Net interest income for the quarter ended March 31, 2019 increase d to $64.4 million , as compared to $55.7 million for the same prior year period, reflecting an increase in interest-earning assets and a higher net interest margin. Average interest-earning assets increase d by $857.9 million for the quarter ended March 31, 2019 , as compared to the same prior year period. The average for the quarter ended March 31, 2019 was favorably impacted by $280.4 million of interest-earning assets acquired from Capital Bank. Average loans receivable, net, increased by $817.9 million for the quarter ended March 31, 2019 , as compared to the same prior year period. The increase attributable to the acquisition of Capital Bank was $198.6 million. The net interest margin for the quarter ended March 31, 2019 increased to 3.78% , from 3.73% , for the same prior year period. The net interest margin benefited from the accretion of purchase accounting adjustments on the Capital Bank acquisition of $521,000 for the quarter ended March 31, 2019 and the impact of Federal Reserve interest rate increases. For the quarter ended March 31, 2019 , the cost of average interest-bearing liabilities increased to 0.90% , from 0.59% , in the corresponding prior year

period. The total cost of deposits (including non-interest bearing deposits) was 0.57% for the quarter ended March 31, 2019 , as compared to 0.33% in the same prior year period.

Net interest income for the quarter ended March 31, 2019 , increase d by $2.5 million , as compared to the prior linked quarter, as average interest-earning assets increase d by $301.1 million of which $280.4 million is related to the Capital Bank acquisition. The net interest margin increase d to 3.78% for the quarter ended March 31, 2019 , as compared to 3.71% for the prior linked quarter. The total cost of deposits (including non-interest bearing deposits) was 0.57% for the quarter ended March 31, 2019 , as compared to 0.48% for three months ended December 31, 2018 .

For the quarter ended March 31, 2019 , the provision for loan losses was $620,000 , as compared $1.4 million for the corresponding prior year period, and $506,000 in the prior linked quarter. Net loan charge-offs were $492,000 for the quarter ended March 31, 2019 , as compared to net loan charge-offs of $275,000 in the corresponding prior year period, and net loan charge-offs of $750,000 in the prior linked quarter. Non-performing loans totaled $20.9 million at March 31, 2019 , as compared to $17.4 million at December 31, 2018 and $18.3 million at March 31, 2018 .

For the quarter ended March 31, 2019 , other income increase d to $9.5 million , as compared to $8.9 million for the corresponding prior year period. The increase was partly due to the impact of the Capital Bank acquisition, which added $199,000 to other income for the quarter ended March 31, 2019 and the decrease in the loss from other real estate operations.

For the quarter ended March 31, 2019 , other income increased by $764,000 , as compared to the prior linked quarter. The increase was due to the impact of the Capital Bank acquisition and the decrease in the loss from other real estate operations.

Operating expenses decrease d to $47.3 million for the quarter ended March 31, 2019 , as compared to $56.8 million in the same prior year period. Operating expenses for the quarter ended March 31, 2019 included $5.4 million of merger related and branch consolidation expenses, as compared to $18.3 million in these expenses in the same prior year period. Excluding the impact of merger and branch consolidation

expenses, the increase in operating expenses over the prior year was primarily due to the Capital Bank acquisition, which added $1.4 million for the quarter ended March 31, 2019 . Excluding the Capital Bank acquisition, the remaining increase in operating expenses, for the quarter ended March 31, 2019 over the prior year period, was primarily due to increases in professional fees and compensation and employee benefits expense.

For the quarter ended March 31, 2019 , operating expenses, excluding merger and branch consolidation expenses, increased by $4.0 million , as compared to the prior linked quarter. The increase was primarily related to the additional expense related to the Capital Bank acquisition, which added $1.4 million for the quarter ended March 31, 2019 . Excluding the Capital Bank acquisition, the remaining increase in operating expenses for the quarter ended March 31, 2019 , compared to the prior linked quarter, was primarily due to increased compensation and employee benefits expense of $2.7 million as a result of higher incentive and stock plan expenses.

The provision for income taxes was $4.8 million for the quarter ended March 31, 2019 , as compared to $1.0 million for the same prior year period. The effective tax rate was 18.6% for the quarter ended March 31, 2019 , as compared to 15.6% , for the same prior year period.

Financial Condition

Total assets increase d by $576.8 million , to $8.093 billion at March 31, 2019 , from $7.516 billion at December 31, 2018 , primarily as a result of the acquisition of Capital Bank, which added $494.2 million to total assets. Loans receivable, net, increase d by $389.6 million , to $5.969 billion at March 31, 2019 , from $5.579 billion at December 31, 2018 , due to acquired loans of $307.0 million as well as purchased loans totaling $100.0 million. As part of the acquisition of Capital Bank, the Company’s goodwill balance increased to $375.1 million at March 31, 2019 , from $338.4 million at December 31, 2018 , and the core deposit intangible increased to $18.6 million , from $17.0 million at December 31, 2018 .

Deposits increase d by $475.9 million , to $6.290 billion at March 31, 2019 , from $5.815 billion at December 31, 2018 , due to acquired deposits of $449.0 million . The loan-to-deposit ratio at March 31, 2019 was 94.9% , as compared to 96.0% at December 31, 2018 .

Included in other assets and other liabilities is $20.6 million and $20.7 million, respectively, related to the adoption of Accounting Standards Update 2016-02, Leases (Topic 842).

Stockholders’ equity increase d to $1.127 billion at March 31, 2019 , as compared to $1.039 billion at December 31, 2018 . The acquisition of Capital Bank added $76.4 million to stockholders’ equity. At March 31, 2019 , there were 1.1 million shares available for repurchase under the Company’s stock repurchase program. For the quarter ended March 31, 2019 , the Company repurchased 159,307 shares under the repurchase program. Tangible stockholders’ equity per common share increase d to $14.32 at March 31, 2019 , as compared to $14.26 at December 31, 2018 .

Asset Quality

The Company’s non-performing loans increase d to $20.9 million at March 31, 2019 , as compared to $17.4 million at December 31, 2018 . Non-performing loans do not include $16.3 million of purchased credit-impaired (“PCI”) loans acquired in the Capital Bank, Sun, Ocean Shore Holding Co. (“Ocean Shore”), Cape Bancorp, Inc. (“Cape”), and Colonial American Bank (“Colonial American”) acquisitions (“Acquisition Transactions”). The Company’s other real estate owned totaled $1.6 million at March 31, 2019 , as compared to $1.4 million at December 31, 2018 .

At March 31, 2019 , the Company’s allowance for loan losses was 0.28% of total loans, a decrease from 0.30% at December 31, 2018 . These ratios exclude existing fair value credit marks of $35.2 million at March 31, 2019 on loans acquired from the Acquisition Transactions, and $31.6 million at December 31, 2018 on loans acquired from Sun, Ocean Shore, Cape and Colonial American. These loans were acquired at fair value with no related allowance for loan losses. The allowance for loan losses as a percent of total non-performing loans was 79.95% at March 31, 2019 , as compared to 95.19% at December 31, 2018 .

Explanation of Non-GAAP Financial Measures

Reported amounts are presented in accordance with generally accepted accounting principles in the United States (“GAAP”). The Company’s management believes that the supplemental non-GAAP information, which consists of reported net income excluding merger related expenses, branch consolidation expenses and the impact to income tax expense related to the revaluation of deferred tax assets as required under Tax Reform, which can vary from period to period, provides a better comparison of period to period operating performance. Additionally, the Company believes this information is utilized by regulators and market analysts to evaluate a company’s financial condition and therefore, such information is useful to investors. These disclosures should not be viewed as a substitute for financial results in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures which may be presented by other companies. Please refer to Non-GAAP Reconciliation table at the end of this document for details on the earnings impact of these items.

Conference Call

As previously announced, the Company will host an earnings conference call on Friday, April 26, 2019 at 11:00 a.m. Eastern Time. The direct dial number for the call is (888) 338-7143. For those unable to participate in the conference call, a replay will be available. To access the replay, dial (877) 344-7529, Replay Conference Number 10129776 from one hour after the end of the call until July 26, 2019. The conference call, as well as the replay, are also available (listen-only) by internet webcast at www.oceanfirst.com in the Investor Relations section.

* * *

OceanFirst Financial Corp.’s subsidiary, OceanFirst Bank N.A., founded in 1902, is an $8.1 billion regional bank operating throughout New Jersey, metropolitan Philadelphia and metropolitan New York City. OceanFirst Bank delivers commercial and residential financing solutions, trust and asset management and deposit services and is one of the largest and oldest community-based financial institutions headquartered in New Jersey.

OceanFirst Financial Corp.’s press releases are available by visiting us at www.oceanfirst.com .

Forward-Looking Statements

In addition to historical information, this news release 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, accounting principles and guidelines and the Bank’s ability to successfully integrate acquired operations. These risks and uncertainties are further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 , under Item 1A - Risk Factors and elsewhere, 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.

OceanFirst Financial Corp .

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(dollars in thousands, except per share amounts)



	March 31, 2019		December 31, 2018		March 31, 2018
	(Unaudited)				(Unaudited)
Assets
Cash and due from banks	$	134,235	$	120,792	$	119,364
Federal funds sold	18,733		—		—
Debt securities available-for-sale, at estimated fair value	122,558		100,717		86,114
Debt securities held-to-maturity, net (estimated fair value of $896,812 at March 31, 2019, $832,815 at December 31, 2018, and $971,399 at March 31, 2018)	900,614		846,810		982,857
Equity investments, at estimated fair value	9,816		9,655		9,565
Restricted equity investments, at cost	55,663		56,784		50,418
Loans receivable, net	5,968,830		5,579,222		5,413,780
Loans held-for-sale	—		—		167
Interest and dividends receivable	22,294		19,689		19,422
Other real estate owned	1,594		1,381		8,265
Premises and equipment, net	113,226		111,209		121,835
Bank Owned Life Insurance	234,183		222,482		218,673
Deferred tax asset	66,689		63,377		60,136
Assets held for sale	4,522		4,522		3,147
Other assets	46,266		24,101		43,687
Core deposit intangible	18,629		16,971		19,950
Goodwill	375,096		338,442		337,519
Total assets	$	8,092,948	$	7,516,154	$	7,494,899
Liabilities and Stockholders’ Equity
Deposits	$	6,290,485	$	5,814,569	$	5,907,336
Federal Home Loan Bank advances	418,016		449,383		341,646
Securities sold under agreements to repurchase with retail customers	66,174		61,760		82,463
Other borrowings	99,579		99,530		99,359
Advances by borrowers for taxes and insurance	15,138		14,066		11,974
Other liabilities	76,393		37,488		44,661
Total liabilities	6,965,785		6,476,796		6,487,439
Total stockholders’ equity	1,127,163		1,039,358		1,007,460
Total liabilities and stockholders’ equity	$	8,092,948	$	7,516,154	$	7,494,899

OceanFirst Financial Corp .

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)



	For the Three Months Ended,
	March 31, 2019			December 31, 2018			March 31, 2018
	\|-------------------- (Unaudited) --------------------\|
Interest income:
Loans	$	69,001		$	65,320		$	56,598
Mortgage-backed securities	4,041			3,947			3,685
Debt securities, equity investments and other	3,380			3,091			2,554
Total interest income	76,422			72,358			62,837
Interest expense:
Deposits	8,639			7,068			4,464
Borrowed funds	3,395			3,449			2,662
Total interest expense	12,034			10,517			7,126
Net interest income	64,388			61,841			55,711
Provision for loan losses	620			506			1,371
Net interest income after provision for loan losses	63,768			61,335			54,340
Other income:
Bankcard services revenue	2,285			2,511			1,919
Wealth management revenue	498			524			553
Fees and service charges	4,516			4,910			4,674
Net gain on sales of loans	8			14			617
Net unrealized gain (loss) on equity investments	108			83			(138		)
Net loss from other real estate operations	(6		)	(837		)	(412		)
Income from Bank Owned Life Insurance	1,321			1,292			1,141
Other	782			251			556
Total other income	9,512			8,748			8,910
Operating expenses:
Compensation and employee benefits	22,414			18,946			21,251
Occupancy	4,530			4,333			4,567
Equipment	1,946			2,315			1,903
Marketing	930			940			561
Federal deposit insurance	832			856			930
Data processing	3,654			3,318			3,176
Check card processing	1,438			1,305			989
Professional fees	1,709			1,217			1,283
Other operating expense	3,369			3,581			3,016
Amortization of core deposit intangible	1,005			983			832
Branch consolidation expense (income)	391			240			(176		)
Merger related expenses	5,053			1,048			18,486
Total operating expenses	47,271			39,082			56,818
Income before provision for income taxes	26,009			31,001			6,432
Provision for income taxes	4,836			4,269			1,005
Net income	$	21,173		$	26,732		$	5,427
Basic earnings per share	$	0.43		$	0.56		$	0.12
Diluted earnings per share	$	0.42		$	0.55		$	0.12
Average basic shares outstanding	49,526			47,709			43,880
Average diluted shares outstanding	50,150			48,411			44,846

OceanFirst Financial Corp.

SELECTED LOAN AND DEPOSIT DATA

(dollars in thousands)



LOANS RECEIVABLE			At
			March 31, 2019			December 31, 2018			September 30, 2018			June 30, 2018			March 31, 2018
Commercial:
Commercial and industrial			$	383,686		$	304,996		$	343,121		$	338,436		$	370,711
Commercial real estate - owner - occupied			802,229			740,893			735,289			717,061			763,261
Commercial real estate - investor			2,161,451			2,023,131			2,019,859			2,076,930			2,034,708
Total commercial			3,347,366			3,069,020			3,098,269			3,132,427			3,168,680
Consumer:
Residential real estate			2,162,668			2,044,523			2,020,155			2,013,389			1,882,981
Home equity loans and lines			351,303			353,609			359,094			365,448			371,340
Other consumer			116,838			121,561			74,555			50,952			1,844
Total consumer			2,630,809			2,519,693			2,453,804			2,429,789			2,256,165
Total loans			5,978,175			5,588,713			5,552,073			5,562,216			5,424,845
Deferred origination costs, net			7,360			7,086			8,707			7,510			5,752
Allowance for loan losses			(16,705		)	(16,577		)	(16,821		)	(16,691		)	(16,817		)
Loans receivable, net			$	5,968,830		$	5,579,222		$	5,543,959		$	5,553,035		$	5,413,780
Mortgage loans serviced for others			$	92,274		$	95,100		$	106,369		$	105,116		$	109,273
	At March 31, 2019 Average Yield
Loan pipeline ⁽¹⁾ :
Commercial	5.22	%	$	122,325		$	129,839		$	137,519		$	166,178		$	71,982
Residential real estate	4.11		63,598			49,800			64,841			64,259			73,513
Home equity loans and lines	5.58		4,688			6,571			11,030			9,240			11,338
Total	4.86	%	$	190,611		$	186,210		$	213,390		$	239,677		$	156,833



	For the Three Months Ended
	March 31, 2019					December 31, 2018			September 30, 2018			June 30, 2018			March 31, 2018
	Average Yield
Loan originations:
Commercial	5.38	%	$	172,233		$	151,851		$	136,764		$	67,297		$	59,150
Residential real estate	4.28		75,530			92,776			124,419			109,357			68,835
Home equity loans and lines	5.51		13,072			15,583			17,892			20,123			14,891
Total	5.07	%	$	260,835	⁽²⁾	$	260,210	⁽³⁾	$	279,075	⁽⁴⁾	$	196,777	⁽⁶⁾	$	142,876
Loans sold			$	495		$	728	⁽⁵⁾	$	1,349	⁽⁵⁾	$	422		$	241	⁽⁷⁾


(1)	Loan pipeline includes pending loan applications and loans approved but not funded.


(2)	Excludes purchased loans of $100.0 million for residential real estate.


(3)	Excludes purchased loans of $49.5 million for other consumer and $753,000 for residential real estate.


(4)	Excludes purchased loans of $25.0 million for other consumer.


(5)	Excludes the sale of under-performing commercial loans of $1.7 million and under-performing residential loans of $5.1 million for the three months ended December 31, 2018, and September 30, 2018, respectively.


(6)	Excludes purchased loans of $23.6 million for commercial, $49.0 million for residential real estate, and $49.1 million for other consumer.


(7)	Excludes the sale of SBA loans acquired from Sun and under-performing loans totaling $8.5 million.



DEPOSITS	At
	March 31, 2019		December 31, 2018		September 30, 2018		June 30, 2018		March 31, 2018
Type of Account
Non-interest-bearing	$	1,352,520	$	1,151,362	$	1,196,875	$	1,195,980	$	1,117,100
Interest-bearing checking	2,400,192		2,350,106		2,332,215		2,265,971		2,330,682
Money market deposit	666,067		569,680		584,250		574,269		613,183
Savings	922,113		877,177		887,799		903,777		917,288
Time deposits	949,593		866,244		853,111		879,409		929,083
	$	6,290,485	$	5,814,569	$	5,854,250	$	5,819,406	$	5,907,336

OceanFirst Financial Corp.

ASSET QUALITY

(dollars in thousands)



ASSET QUALITY	March 31, 2019			December 31, 2018			September 30, 2018			June 30, 2018			March 31, 2018
Non-performing loans:
Commercial and industrial	$	240		$	1,587		$	1,727		$	1,947		$	1,717
Commercial real estate - owner-occupied	4,565			501			511			522			862
Commercial real estate - investor	4,115			5,024			8,082			6,364			7,994
Residential real estate	8,611			7,389			6,390			6,858			5,686
Home equity loans and lines	3,364			2,914			2,529			2,415			1,992
Total non-performing loans	20,895			17,415			19,239			18,106			18,251
Other real estate owned	1,594			1,381			6,231			7,854			8,265
Total non-performing assets	$	22,489		$	18,796		$	25,470		$	25,960		$	26,516
Purchased credit-impaired (“PCI”) loans	$	16,306		$	8,901		$	9,700		$	12,995		$	14,352
Delinquent loans 30 to 89 days	$	21,578		$	25,686		$	26,691		$	36,010		$	35,431
Troubled debt restructurings:
Non-performing (included in total non-performing loans above)	$	6,484		$	3,595		$	3,568		$	4,190		$	4,306
Performing	19,690			22,877			24,230			24,272			33,806
Total troubled debt restructurings	$	26,174		$	26,472		$	27,798		$	28,462		$	38,112
Allowance for loan losses	$	16,705		$	16,577		$	16,821		$	16,691		$	16,817
Allowance for loan losses as a percent of total loans receivable ⁽¹⁾	0.28		%	0.30		%	0.30		%	0.30		%	0.31		%
Allowance for loan losses as a percent of total non-performing loans	79.95			95.19			87.43			92.18			92.14
Non-performing loans as a percent of total loans receivable	0.35			0.31			0.35			0.33			0.34
Non-performing assets as a percent of total assets	0.28			0.25			0.34			0.34			0.35


(1)	The loans acquired from 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 loan losses, was $35,204 , $31,647, $34,357, $37,679, and $40,717 at March 31, 2019, December 31, 2018, September 30, 2018, June 30, 2018 and March 31, 2018, respectively.



NET CHARGE-OFFS	For the Three Months Ended
	March 31, 2019			December 31, 2018				September 30, 2018				June 30, 2018			March 31, 2018
Net Charge-offs:
Loan charge-offs	$	(868	)	$	(1,133	)		$	(891	)		$	(1,284	)	$	(533	)
Recoveries on loans	376			383				114				452			258
Net loan charge-offs	$	(492	)	$	(750	)	⁽¹⁾	$	(777	)	⁽¹⁾	$	(832	)	$	(275	)
Net loan charge-offs to average total loans (annualized)	0.03		%	0.05		%		0.06		%		0.06		%	0.02		%
Net charge-off detail - (loss) recovery:
Commercial	$	(58	)	$	(871	)		$	(246	)		$	(846	)	$	(10	)
Residential real estate	(425		)	210				(478		)		(20		)	(159		)
Home equity loans and lines	(4		)	(62		)		(35		)		31			(99		)
Other consumer	(5		)	(27		)		(18		)		3			(7		)
Net loan charge-offs	$	(492	)	$	(750	)	⁽¹⁾	$	(777	)	⁽¹⁾	$	(832	)	$	(275	)


(1)	Included in net loan charge-offs for the three months ended December 31, 2018 and September 30, 2018 are $243 and $430, respectively, relating to under-performing loans sold.

OceanFirst Financial Corp.

ANALYSIS OF NET INTEREST INCOME



	For the Three Months Ended
	March 31, 2019							December 31, 2018							March 31, 2018
(dollars in thousands)	Average Balance			Interest		Average Yield/ Cost		Average Balance			Interest		Average Yield/ Cost		Average Balance			Interest		Average Yield/ Cost
Assets:
Interest-earning assets:
Interest-earning deposits and short-term investments	$	79,911		$	467	2.37	%	$	53,023		$	236	1.77	%	$	50,251		$	209	1.69	%
Securities ⁽¹⁾	1,067,150			6,954		2.64		1,037,039			6,802		2.60		1,056,774			6,030		2.31
Loans receivable, net ⁽²⁾
Commercial	3,211,296			41,408		5.23		3,061,999			39,045		5.06		2,772,952			33,391		4.88
Residential	2,094,131			21,404		4.09		2,036,024			20,688		4.06		1,843,804			19,037		4.19
Home Equity	353,358			4,707		5.40		356,088			4,656		5.19		342,078			4,143		4.91
Other	119,185			1,482		5.04		78,832			931		4.69		1,458			27		7.51
Allowance for loan loss net of deferred loan fees	(10,083		)	—		—		(9,198		)	—		—		(10,285		)	—		—
Loans Receivable, net	5,767,887			69,001		4.85		5,523,745			65,320		4.69		4,950,007			56,598		4.64
Total interest-earning assets	6,914,948			76,422		4.48		6,613,807			72,358		4.34		6,057,032			62,837		4.21
Non-interest-earning assets	924,368							890,304							785,661
Total assets	$	7,839,316						$	7,504,111						$	6,842,693
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Interest-bearing checking	$	2,463,268		3,745		0.62	%	$	2,407,400		3,120		0.51	%	$	2,263,318		1,758		0.32	%
Money market	623,868			1,157		0.75		585,117			894		0.61		525,933			550		0.42
Savings	904,047			286		0.13		878,617			263		0.12		825,044			195		0.10
Time deposits	932,341			3,451		1.50		848,361			2,791		1.31		820,834			1,961		0.97
Total	4,923,524			8,639		0.71		4,719,495			7,068		0.59		4,435,129			4,464		0.41
FHLB Advances	339,686			1,839		2.20		354,296			1,930		2.16		322,120			1,513		1.90
Securities sold under agreements to repurchase	65,295			55		0.34		60,901			43		0.28		78,931			40		0.21
Other borrowings	99,517			1,501		6.12		99,431			1,476		5.89		80,112			1,109		5.61
Total interest-bearing liabilities	5,428,022			12,034		0.90		5,234,123			10,517		0.80		4,916,292			7,126		0.59
Non-interest-bearing deposits	1,257,335							1,177,321							1,004,673
Non-interest-bearing liabilities	55,975							56,705							55,031
Total liabilities	6,741,332							6,468,149							5,975,996
Stockholders’ equity	1,097,984							1,035,962							866,697
Total liabilities and equity	$	7,839,316						$	7,504,111						$	6,842,693
Net interest income				$	64,388						$	61,841						$	55,711
Net interest rate spread ⁽³⁾						3.58	%						3.54	%						3.62	%
Net interest margin ⁽⁴⁾						3.78	%						3.71	%						3.73	%
Total cost of deposits (including non-interest-bearing deposits)						0.57	%						0.48	%						0.33	%


(1)	Amounts represent debt and equity securities, including FHLB and Federal Reserve Bank stock, and are recorded at average amortized cost.


(2)	Amount is net of deferred loan fees, undisbursed loan funds, discounts and premiums and estimated loss allowances and includes loans held for sale and non-performing loans.


(3)	Net interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.


(4)	Net interest margin represents net interest income divided by average interest-earning assets.

Certain amounts previously reported have been reclassified to conform to the current year’s presentation.

OceanFirst Financial Corp.

SELECTED QUARTERLY FINANCIAL DATA

(in thousands, except per share amounts)



	March 31,		December 31,		September 30,		June 30,		March 31,
	2019		2018		2018		2018		2018

Selected Financial Condition Data:
Total assets	$	8,092,948	$	7,516,154	$	7,562,589	$	7,736,903	$	7,494,899
Debt securities available-for-sale, at estimated fair value	122,558		100,717		100,015		100,369		86,114
Debt securities held-to-maturity, net	900,614		846,810		883,540		922,756		982,857
Equity investments, at estimated fair value	9,816		9,655		9,519		9,539		9,565
Restricted equity investments, at cost	55,663		56,784		57,143		66,981		50,418
Loans receivable, net	5,968,830		5,579,222		5,543,959		5,553,035		5,413,780
Deposits	6,290,485		5,814,569		5,854,250		5,819,406		5,907,336
Federal Home Loan Bank advances	418,016		449,383		456,806		674,227		341,646
Securities sold under agreements to repurchase and other borrowings	165,753		161,290		160,517		161,604		181,822
Stockholders’ equity	1,127,163		1,039,358		1,029,844		1,012,568		1,007,460



	For the Three Months Ended,
	March 31,		December 31,		September 30,		June 30,		March 31,
	2019		2018		2018		2018		2018
Selected Operating Data:
Interest income	$	76,422	$	72,358	$	71,382	$	70,078	$	62,837
Interest expense	12,034		10,517		9,878		8,631		7,126
Net interest income	64,388		61,841		61,504		61,447		55,711
Provision for loan losses	620		506		907		706		1,371
Net interest income after provision for loan losses	63,768		61,335		60,597		60,741		54,340
Other income	9,512		8,748		8,285		8,883		8,910
Operating expenses	41,827		37,794		37,503		42,470		38,508
Branch consolidation expense (income)	391		240		1,368		1,719		(176		)
Merger related expenses	5,053		1,048		662		6,715		18,486
Income before provision for income taxes	26,009		31,001		29,349		18,720		6,432
Provision for income taxes	4,836		4,269		5,278		3,018		1,005
Net income	$	21,173	$	26,732	$	24,071	$	15,702	$	5,427
Diluted earnings per share	$	0.42	$	0.55	$	0.50	$	0.32	$	0.12
Net accretion/amortization of purchase accounting adjustments included in net interest income	$	4,027	$	3,918	$	4,036	$	4,883	$	3,930

(continued)



	At or For the Three Months Ended
	March 31,		December 31,		September 30,		June 30,		March 31,
	2019		2018		2018		2018		2018
Selected Financial Ratios and Other Data ⁽¹⁾ :

Performance Ratios (Annualized):
Return on average assets ⁽²⁾	1.10	%	1.41	%	1.26	%	0.84	%	0.32	%
Return on average stockholders’ equity ⁽²⁾	7.82		10.24		9.36		6.23		2.54
Return on average tangible stockholders’ equity ^{(2) (3)}	11.97		15.60		14.39		9.64		3.80
Stockholders’ equity to total assets	13.93		13.83		13.62		13.09		13.44
Tangible stockholders’ equity to tangible assets ⁽³⁾	9.53		9.55		9.35		8.87		9.11
Net interest rate spread	3.58		3.54		3.51		3.61		3.62
Net interest margin	3.78		3.71		3.67		3.73		3.73
Operating expenses to average assets ⁽²⁾	2.45		2.07		2.07		2.71		3.37
Efficiency ratio ^{(2) (4)}	63.97		55.37		56.65		72.38		87.92
Loans to deposits	94.89		95.95		94.70		95.42		91.65

(continued)



	At or For the Three Months Ended
	March 31,			December 31,			September 30,			June 30,			March 31,
	2019			2018			2018			2018			2018
Wealth Management:
Assets under administration	$	200,130		$	184,476		$	209,796		$	210,690		$	221,493
Per Share Data:
Cash dividends per common share	$	0.17		$	0.17		$	0.15		$	0.15		$	0.15
Stockholders’ equity per common share at end of period	22.00			21.68			21.29			20.97			20.94
Tangible stockholders’ equity per common share at end of period ⁽³⁾	14.32			14.26			13.93			13.56			13.51
Common shares outstanding at end of period	51,233,944			47,951,168			48,382,370			48,283,500			48,105,623
Number of full-service customer facilities:	63			59			59			59			76
Quarterly Average Balances
Total securities	$	1,067,150		$	1,037,039		$	1,080,784		$	1,119,354		$	1,056,774
Loans, receivable, net	5,767,887			5,523,745			5,534,086			5,425,970			4,950,007
Total interest-earning assets	6,914,948			6,613,807			6,652,224			6,603,415			6,057,032
Total assets	7,839,316			7,504,111			7,568,630			7,532,968			6,842,693
Interest-bearing transaction deposits	3,991,183			3,871,134			3,775,398			3,878,117			3,614,295
Time deposits	932,341			848,361			864,264			902,091			820,834
Total borrowed funds	504,498			514,628			636,310			540,356			481,163
Total interest-bearing liabilities	5,428,022			5,234,123			5,275,972			5,320,564			4,916,292
Non-interest bearing deposits	1,257,335			1,177,321			1,210,650			1,149,764			1,004,673
Stockholders’ equity	1,097,984			1,035,962			1,020,736			1,011,378			866,697
Total deposits	6,180,859			5,896,816			5,850,312			5,929,972			5,439,802
Quarterly Yields
Total securities	2.64		%	2.60		%	2.46		%	2.39		%	2.31		%
Loans, receivable, net	4.85			4.69			4.62			4.67			4.64
Total interest-earning assets	4.48			4.34			4.26			4.26			4.21
Interest-bearing transaction deposits	0.53			0.44			0.34			0.31			0.28
Time deposits	1.50			1.31			1.17			1.00			0.97
Borrowed funds	2.73			2.66			2.54			2.51			2.24
Total interest-bearing liabilities	0.90			0.80			0.74			0.65			0.59
Net interest spread	3.58			3.54			3.51			3.61			3.62
Net interest margin	3.78			3.71			3.67			3.73			3.73
Total deposits	0.57			0.48			0.39			0.35			0.33


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


(2)	Performance ratios for each period include merger related and branch consolidation expenses and the impact to income tax expense related to Tax Reform. Refer to Other Items - Non-GAAP Reconciliation for impact of these items.


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


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

OceanFirst Financial Corp.

OTHER ITEMS

(dollars in thousands, except per share amounts)

NON-GAAP RECONCILIATION



	For the Three Months Ended
	March 31,			December 31,			September 30,			June 30,			March 31,
	2019			2018			2018			2018			2018
Core earnings:
Net income	$	21,173		$	26,732		$	24,071		$	15,702		$	5,427
Add: Merger related expenses	5,053			1,048			662			6,715			18,486
Branch consolidation expenses	391			240			1,368			1,719			(176		)
Income tax benefit related to Tax Reform	—			(1,854		)	—			—			—
Less: Income tax expense on items	(1,039		)	(130		)	(426		)	(1,771		)	(3,664		)
Core earnings	$	25,578		$	26,036		$	25,675		$	22,365		$	20,073
Core diluted earnings per share	$	0.51		$	0.54		$	0.53		$	0.46		$	0.45

Core ratios (Annualized):
Return on average assets	1.32		%	1.38		%	1.35		%	1.19		%	1.19		%
Return on average tangible stockholders’ equity	14.46			15.19			15.35			13.73			14.07
Efficiency ratio	56.60			53.54			53.74			60.39			59.59

COMPUTATION OF TOTAL TANGIBLE EQUITY TO TOTAL TANGIBLE ASSETS



	March 31,			December 31,			September 30,			June 30,			March 31,
	2019			2018			2018			2018			2018
Total stockholders’ equity	$	1,127,163		$	1,039,358		$	1,029,844		$	1,012,568		$	1,007,460
Less:
Goodwill	375,096			338,442			338,104			338,972			337,519
Core deposit intangible	18,629			16,971			17,954			18,949			19,950
Tangible stockholders’ equity	$	733,438		$	683,945		$	673,786		$	654,647		$	649,991

Total assets	$	8,092,948		$	7,516,154		$	7,562,589		$	7,736,903		$	7,494,899
Less:
Goodwill	375,096			338,442			338,104			338,972			337,519
Core deposit intangible	18,629			16,971			17,954			18,949			19,950
Tangible assets	$	7,699,223		$	7,160,741		$	7,206,531		$	7,378,982		$	7,137,430
Tangible stockholders’ equity to tangible assets	9.53		%	9.55		%	9.35		%	8.87		%	9.11		%

(continued)

ACQUISITION DATE - FAIR VALUE BALANCE SHEET

The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the date of the acquisition for Capital Bank, net of the total consideration paid (in thousands):



	At January 31, 2019
	Capital Book Value			Purchase Accounting Adjustments			Estimated Fair Value
Total Purchase Price:							$	76,834
Assets acquired:
Cash and cash equivalents	$	59,748		$	—		$	59,748
Securities	103,798			(23		)	103,775
Loans	312,320			(5,303		)	307,017
Accrued interest receivable	1,387			—			1,387
Bank Owned Life Insurance	10,460			—			10,460
Deferred tax asset	1,605			2,373			3,978
Other assets	9,384			(4,185		)	5,199
Core deposit intangible	—			2,662			2,662
Total assets acquired	498,702			(4,476		)	494,226
Liabilities assumed:
Deposits	(448,792		)	(226		)	(449,018		)
Other liabilities	(827		)	(4,224		)	(5,051		)
Total liabilities assumed	(449,619		)	(4,450		)	(454,069		)
Net assets acquired	$	49,083		$	(8,926	)	$	40,157
Goodwill recorded in the merger							$	36,677

The calculation of goodwill is subject to change for up to one year after the date of acquisition as additional information relative to the closing date estimates and uncertainties become available. As the Company finalizes its review of the acquired assets and liabilities, certain adjustments to the recorded carrying values may be required.