OceanFirst Financial Corp.
Consolidated Statements of Changes in Stockholders’ Equity
(dollars in thousands, except per share amounts)
(Unaudited)
For the Three Months Ended June 30, 2020 and 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Employee
Stock
Ownership
Plan
|
|
Treasury
Stock
|
|
Total
|
Balance at March 31, 2019
|
$
|
—
|
|
|
$
|
518
|
|
|
$
|
836,546
|
|
|
$
|
316,976
|
|
|
$
|
(2,681
|
)
|
|
$
|
(9,554
|
)
|
|
$
|
(14,642
|
)
|
|
$
|
1,127,163
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
18,980
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,980
|
|
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,038
|
|
|
—
|
|
|
—
|
|
|
1,038
|
|
Stock awards
|
—
|
|
|
—
|
|
|
1,690
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,690
|
|
Allocation of ESOP Stock
|
—
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
302
|
|
|
—
|
|
|
401
|
|
Cash dividend $0.17 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,660
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,660
|
)
|
Exercise of stock options
|
—
|
|
|
—
|
|
|
275
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
276
|
|
Purchase 149,860 shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,593
|
)
|
—
|
|
(3,593
|
)
|
Purchase of stock for the deferred compensation plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Balance at June 30, 2019
|
$
|
—
|
|
|
$
|
518
|
|
|
$
|
838,610
|
|
|
$
|
327,297
|
|
|
$
|
(1,643
|
)
|
|
$
|
(9,252
|
)
|
|
$
|
(18,235
|
)
|
|
$
|
1,137,295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2020
|
$
|
—
|
|
|
$
|
609
|
|
|
$
|
1,078,438
|
|
|
$
|
364,273
|
|
|
$
|
509
|
|
|
$
|
(8,344
|
)
|
|
$
|
(25,651
|
)
|
|
$
|
1,409,834
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
18,638
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,638
|
|
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
616
|
|
|
—
|
|
|
—
|
|
|
616
|
|
Stock awards
|
—
|
|
|
—
|
|
|
1,371
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,371
|
|
Allocation of ESOP stock
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
303
|
|
|
—
|
|
|
261
|
|
Cash dividend $0.17 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,220
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,220
|
)
|
Exercise of stock options
|
—
|
|
|
—
|
|
|
360
|
|
|
(139
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221
|
|
Issuance of preferred equity
|
1
|
|
—
|
|
—
|
|
—
|
|
55,712
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
55,713
|
|
Balance at June 30, 2020
|
$
|
1
|
|
|
$
|
609
|
|
|
$
|
1,135,839
|
|
|
$
|
372,552
|
|
|
$
|
1,125
|
|
|
$
|
(8,041
|
)
|
|
$
|
(25,651
|
)
|
|
$
|
1,476,434
|
|
OceanFirst Financial Corp.
Consolidated Statements of Changes in Stockholders’ Equity
(dollars in thousands, except per share amounts)
(Unaudited)
For the Six Months Ended June 30, 2020 and 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Employee
Stock
Ownership
Plan
|
|
Treasury
Stock
|
|
Total
|
Balance at December 31, 2018
|
$
|
—
|
|
|
$
|
483
|
|
|
$
|
757,963
|
|
|
$
|
305,056
|
|
|
$
|
(3,450
|
)
|
|
$
|
(9,857
|
)
|
|
$
|
(10,837
|
)
|
|
$
|
1,039,358
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
40,153
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,153
|
|
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,807
|
|
|
—
|
|
|
—
|
|
|
1,807
|
|
Stock awards
|
—
|
|
|
2
|
|
|
2,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,602
|
|
Allocation of ESOP stock
|
—
|
|
|
—
|
|
|
196
|
|
|
—
|
|
|
—
|
|
|
605
|
|
|
—
|
|
|
801
|
|
Cash dividend $0.34 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,304
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,304
|
)
|
Exercise of stock options
|
—
|
|
|
1
|
|
|
1,402
|
|
|
(608
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
795
|
|
Purchase 309,167 shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,398
|
)
|
|
(7,398
|
)
|
Acquisition of Capital Bank of New Jersey
|
—
|
|
|
32
|
|
|
76,449
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,481
|
|
Balance at June 30, 2019
|
$
|
—
|
|
|
$
|
518
|
|
|
$
|
838,610
|
|
|
$
|
327,297
|
|
|
$
|
(1,643
|
)
|
|
$
|
(9,252
|
)
|
|
$
|
(18,235
|
)
|
|
$
|
1,137,295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2019
|
$
|
—
|
|
|
$
|
519
|
|
|
$
|
840,691
|
|
|
$
|
358,668
|
|
|
$
|
(1,208
|
)
|
|
$
|
(8,648
|
)
|
|
$
|
(36,903
|
)
|
|
$
|
1,153,119
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
35,171
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,171
|
|
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,333
|
|
|
—
|
|
|
—
|
|
|
2,333
|
|
Stock awards
|
—
|
|
|
2
|
|
|
2,477
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,479
|
|
Effect of adopting Accounting Standards Update ("ASU") No. 2016-13
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
Allocation of ESOP stock
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
607
|
|
|
—
|
|
|
608
|
|
Cash dividend $0.34 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,494
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,494
|
)
|
Exercise of stock options
|
—
|
|
|
2
|
|
|
1,665
|
|
|
(789
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
878
|
|
Purchase 648,851 shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,814
|
)
|
|
(14,814
|
)
|
Issuance of preferred equity
|
1
|
|
|
—
|
|
|
55,712
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,713
|
|
Acquisition of Two River Bancorp
|
—
|
|
|
42
|
|
|
122,501
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,066
|
|
|
148,609
|
|
Acquisition of Country Bank Holdings Company
|
—
|
|
|
44
|
|
|
112,792
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112,836
|
|
Balance at June 30, 2020
|
$
|
1
|
|
|
$
|
609
|
|
|
$
|
1,135,839
|
|
|
$
|
372,552
|
|
|
$
|
1,125
|
|
|
$
|
(8,041
|
)
|
|
$
|
(25,651
|
)
|
|
$
|
1,476,434
|
|
See accompanying Notes to Unaudited Consolidated Financial Statements.
OceanFirst Financial Corp.
Consolidated Statements of Cash Flows
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30,
|
|
2020
|
|
2019
|
|
(Unaudited)
|
Cash flows from operating activities:
|
|
|
|
Net income
|
$
|
35,171
|
|
|
$
|
40,153
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
Depreciation and amortization of premises and equipment
|
4,213
|
|
|
4,464
|
|
Allocation of ESOP stock
|
608
|
|
|
801
|
|
Stock awards
|
2,479
|
|
|
2,602
|
|
Net excess tax benefit on stock compensation
|
123
|
|
|
(240
|
)
|
Amortization of servicing asset
|
21
|
|
|
22
|
|
Net premium amortization in excess of discount accretion on securities
|
1,415
|
|
|
1,638
|
|
Net amortization of deferred costs on borrowings
|
168
|
|
|
108
|
|
Amortization of core deposit intangible
|
3,122
|
|
|
2,020
|
|
Net accretion of purchase accounting adjustments
|
(11,291
|
)
|
|
(7,799
|
)
|
Net amortization of deferred costs and discounts on loans
|
506
|
|
|
348
|
|
Provision for credit losses
|
19,618
|
|
|
976
|
|
Net gain on sale and write-down of other real estate owned
|
—
|
|
|
(30
|
)
|
Write down of fixed assets held for sale to net realizable value
|
2,258
|
|
|
5,826
|
|
Net loss (gain) on sale of fixed assets
|
6
|
|
|
(5
|
)
|
Net unrealized gain on equity securities
|
(356
|
)
|
|
(241
|
)
|
Net gain on sales of loans
|
(929
|
)
|
|
(15
|
)
|
Proceeds from sales of mortgage loans held for sale
|
55,534
|
|
|
912
|
|
Mortgage loans originated for sale
|
(76,855
|
)
|
|
(897
|
)
|
Increase in value of Bank Owned Life Insurance
|
(3,096
|
)
|
|
(2,614
|
)
|
Net loss on sale of assets held for sale
|
—
|
|
|
5
|
|
Increase in interest and dividends receivable
|
(11,976
|
)
|
|
(829
|
)
|
Deferred tax provision
|
161
|
|
|
380
|
|
Decrease (increase) in other assets
|
186
|
|
|
(19,916
|
)
|
Increase in other liabilities
|
60,171
|
|
|
31,797
|
|
Total adjustments
|
46,086
|
|
|
19,313
|
|
Net cash provided by operating activities
|
81,257
|
|
|
59,466
|
|
Cash flows from investing activities:
|
|
|
|
Net (increase) decrease in loans receivable
|
(650,750
|
)
|
|
47,377
|
|
Proceeds from sale of loans
|
71,604
|
|
|
2,325
|
|
Purchase of loans receivable
|
—
|
|
|
(101,674
|
)
|
Purchase of debt investment securities available-for-sale
|
(30,552
|
)
|
|
(20,006
|
)
|
Purchase of debt investment securities held-to-maturity
|
(651
|
)
|
|
(3,577
|
)
|
Purchase of debt mortgage-backed securities held-to-maturity
|
(9,098
|
)
|
|
—
|
|
Purchase of equity investments
|
(120
|
)
|
|
(106
|
)
|
Proceeds from sale of equity investments
|
889
|
|
|
—
|
|
Proceeds from maturities and calls of debt investment securities available-for-sale
|
31,108
|
|
|
16,624
|
|
Proceeds from maturities and calls of debt investment securities held-to-maturity
|
24,389
|
|
|
13,497
|
|
Proceeds from sales of debt investment securities available-for-sale
|
5,869
|
|
|
—
|
|
Principal repayments on debt mortgage-backed securities available-for-sale
|
185
|
|
|
—
|
|
Principal repayments on debt investment securities held-to-maturity
|
647
|
|
|
759
|
|
Principal repayments on debt mortgage-backed securities held-to-maturity
|
79,533
|
|
|
57,788
|
|
Proceeds from Bank Owned Life Insurance
|
310
|
|
|
313
|
|
Proceeds from the redemption of restricted equity investments
|
61,727
|
|
|
55,276
|
|
Purchases of restricted equity investments
|
(59,448
|
)
|
|
(57,604
|
)
|
Proceeds from sales of other real estate owned
|
323
|
|
|
1,335
|
|
Proceeds from sales of assets held for sale
|
—
|
|
|
412
|
|
Purchases of premises and equipment
|
(3,593
|
)
|
|
(1,660
|
)
|
Net cash consideration received for acquisition
|
23,460
|
|
|
59,395
|
|
Net cash (used in) provided by investing activities
|
(454,168
|
)
|
|
70,474
|
|
Continued
OceanFirst Financial Corp.
Consolidated Statements of Cash Flows (Continued)
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30,
|
|
2020
|
|
2019
|
|
(Unaudited)
|
Cash flows from financing activities:
|
|
|
|
Increase (decrease) in deposits
|
$
|
1,046,687
|
|
|
$
|
(75,767
|
)
|
(Decrease) increase in short-term borrowings
|
(201,651
|
)
|
|
60,326
|
|
Proceeds from Federal Home Loan Bank advances
|
525,000
|
|
|
—
|
|
Repayments of Federal Home Loan Bank advances
|
(496,200
|
)
|
|
(55,992
|
)
|
Proceeds from Federal Reserve Bank advances
|
3,778
|
|
|
—
|
|
Net proceeds from issuance of subordinated notes
|
122,717
|
|
|
—
|
|
Repayments of other borrowings
|
(53
|
)
|
|
(171
|
)
|
(Decrease) increase in advances by borrowers for taxes and insurance
|
(517
|
)
|
|
751
|
|
Exercise of stock options
|
878
|
|
|
795
|
|
Payment of employee taxes withheld from stock awards
|
(2,051
|
)
|
|
(2,591
|
)
|
Purchase of treasury stock
|
(14,814
|
)
|
|
(7,398
|
)
|
Net proceeds from the issuance of preferred stock
|
55,713
|
|
|
—
|
|
Dividends paid
|
(20,494
|
)
|
|
(17,304
|
)
|
Net cash provided by (used in) financing activities
|
1,018,993
|
|
|
(97,351
|
)
|
Net increase in cash and due from banks and restricted cash
|
646,082
|
|
|
32,589
|
|
Cash and due from banks and restricted cash at beginning of period
|
133,226
|
|
|
122,328
|
|
Cash and due from banks and restricted cash at end of period
|
$
|
779,308
|
|
|
$
|
154,917
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
Cash and due from banks at beginning of period
|
$
|
120,544
|
|
|
$
|
120,792
|
|
Restricted cash at beginning of period
|
12,682
|
|
|
1,536
|
|
Cash and due from banks and restricted cash at beginning of period
|
$
|
133,226
|
|
|
$
|
122,328
|
|
Cash and due from banks at end of period
|
$
|
721,049
|
|
|
$
|
148,327
|
|
Restricted cash at end of period
|
58,259
|
|
|
6,590
|
|
Cash and due from banks and restricted cash at end of period
|
$
|
779,308
|
|
|
$
|
154,917
|
|
Cash paid during the period for:
|
|
|
|
Interest
|
$
|
36,080
|
|
|
$
|
25,544
|
|
Income taxes
|
2,932
|
|
|
11,266
|
|
Non-cash activities:
|
|
|
|
Accretion of unrealized loss on securities reclassified to held-to-maturity
|
388
|
|
|
419
|
|
Net loan charge-offs
|
922
|
|
|
1,418
|
|
Transfer of premises and equipment to assets held-for-sale
|
4,043
|
|
|
1,262
|
|
Transfer of loans receivable to other real estate owned
|
106
|
|
|
789
|
|
Acquisition:
|
|
|
|
Non-cash assets acquired:
|
|
|
|
Securities
|
$
|
208,880
|
|
|
$
|
103,775
|
|
Restricted equity investments
|
5,334
|
|
|
313
|
|
Loans
|
1,558,480
|
|
|
307,703
|
|
Premises and equipment
|
9,744
|
|
|
3,389
|
|
Accrued interest receivable
|
4,161
|
|
|
1,390
|
|
Bank Owned Life Insurance
|
22,440
|
|
|
10,460
|
|
Deferred tax asset
|
(345
|
)
|
|
3,844
|
|
Other assets
|
9,268
|
|
|
1,405
|
|
Goodwill and other intangible assets, net
|
140,654
|
|
|
38,835
|
|
Total non-cash assets acquired
|
$
|
1,958,616
|
|
|
$
|
471,114
|
|
Liabilities assumed:
|
|
|
|
Deposits
|
$
|
1,594,403
|
|
|
$
|
449,018
|
|
Borrowings
|
92,618
|
|
|
—
|
|
Other liabilities
|
33,610
|
|
|
5,010
|
|
Total liabilities assumed
|
$
|
1,720,631
|
|
|
$
|
454,028
|
|
See accompanying Notes to Unaudited Consolidated Financial Statements.
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements
Note 1. Basis of Presentation
The consolidated financial statements include the accounts of OceanFirst Financial Corp. (the “Company”) and its wholly-owned subsidiaries, OceanFirst Bank N.A. (the “Bank”) and OceanFirst Risk Management, Inc., and the Bank’s wholly-owned subsidiaries, OceanFirst REIT Holdings, Inc., and its wholly-owned subsidiary OceanFirst Management Corp., and its wholly-owned subsidiary OceanFirst Realty Corp., OceanFirst Services, LLC and its wholly-owned subsidiary OFB Reinsurance, Ltd., Hooper Holdings, LLC., TRREO Holdings LLC, Casaba Real Estate Holdings Corporation, Cohensey Bridge, L.L.C., Prosperis Financial, LLC, CBNJ Investments Corp., Country Property Holdings, Inc., Country Financial Services Inc., and TRCB Investment Corp. All significant intercompany accounts and transactions have been eliminated in consolidation.
The interim consolidated financial statements reflect all normal and recurring adjustments which are, in the opinion of management, considered necessary for a fair presentation of the financial condition and results of operations for the periods presented. The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results of operations that may be expected for all of 2020. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and the results of operations for the period. Actual results could differ from these estimates.
Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments (Topic 326).” This ASU significantly changed how entities measure credit losses for financial assets and certain other instruments that are measured at amortized cost. The standard replaced the “incurred loss” approach with an “expected loss” model, which necessitates a forecast of lifetime losses. The new model, referred to as the current expected credit loss (“CECL”) model, applies to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures. This includes, but is not limited to, loans, leases, held-to-maturity securities, loan commitments, and financial guarantees. The CECL model does not apply to available-for-sale (“AFS”) debt securities. The ASU simplifies the accounting model for purchased credit-impaired debt securities and loans. The standard’s provisions are to be applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective approach).
The Company adopted ASU 2016-13 using the modified retrospective method for all financial assets measured at amortized cost. Results for reporting periods beginning after January 1, 2020 are presented in accordance with ASU 2016-13, or Accounting Standards Codification (“ASC”) 326, while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a net decrease to retained earnings of $4,000, net of tax, as of January 1, 2020 for the cumulative effect of adopting ASC 326. The transition adjustment included a decrease in the allowance for credit losses on loans of $475,000, an increase in the allowance for credit losses on held to maturity debt securities of $1.3 million, and a decrease in the allowance for credit losses on off-balance sheet credit exposures of $788,000.
As allowed by ASC 326, the Company elected not to maintain pools of loans accounted for under ASC 310-30. At December 31, 2019, purchase credit impaired (“PCI”) loans totaled $13.3 million. In accordance with the standard, management did not reassess whether modifications individually acquired financial assets accounted for in pools were troubled debt restructured loans as of the date of adoption. Upon adoption, the Company’s PCI loans were converted to purchase credit deteriorated (“PCD”) loans as defined by ASC 326. The transition adjustment for the PCI loans to PCD loans resulted in a reclassification of $3.2 million from the specific credit fair value adjustment to the allowance for credit losses on loans.
Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as changes in environmental conditions, such as changes in unemployments rates, property values, or other relevant factors. At June 30, 2020,
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements
the Company utilized the June 17, 2020 forecast, from Oxford Economics, the most recent forecast available as of quarter end, to provide the macroeconomic forecasts for select variables.
Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications.
In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment.” This ASU intends to simplify the subsequent measurement of goodwill, eliminating Step 2 from the goodwill impairment test. Instead, an entity should perform its annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge by which the carrying amount exceeds the reporting unit’s fair value; however the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU also eliminates the requirement for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment. ASU No. 2017-04 is effective for fiscal years beginning after December 15, 2019. The adoption of this update did not have an impact on the Company’s consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) - Changes to the Disclosure Requirements for Fair Value Measurement.” This ASU updates the disclosure requirements on Fair Value measurements by 1) removing: the disclosures for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements; 2) modifying: disclosures for timing of liquidation of an investee’s assets and disclosures for uncertainty in measurement as of reporting date; and 3) adding: disclosures for changes in unrealized gains and losses included in other comprehensive income for recurring level 3 fair value measurements and disclosures for the range and weighted average of the significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted to any removed or modified disclosures and delay adoption of additional disclosures until the effective date. With the exception of the following, which should be applied prospectively, disclosures relating to changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the disclosures for uncertainty measurement, all other changes should be applied retrospectively to all periods presented upon the effective date. The adoption of this update did not have an impact on the Company’s consolidated financial statements. Refer to Note 7 Fair Value Measurements, for additional information.
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 2. Business Combinations
Capital Bank of New Jersey Acquisition
On January 31, 2019, the Company completed its acquisition of Capital Bank of New Jersey (“Capital Bank”), which after purchase accounting adjustments added $494.4 million to assets, $307.3 million to loans, and $449.0 million to deposits. Total consideration paid for Capital Bank was $76.8 million, including cash consideration of $353,000. Capital Bank was merged with and into the Company on the date of acquisition.
The acquisition was accounted for under the acquisition method of accounting. Under this method of accounting, the purchase price has been allocated to the respective assets acquired and liabilities assumed based upon their estimated fair values, net of tax. The excess of consideration paid over the estimated fair value of the net assets acquired has been recorded as goodwill.
The following table summarizes the fair values of the assets acquired and the liabilities assumed at the date of the acquisition for Capital Bank, net of total consideration paid (in thousands):
|
|
|
|
|
|
At January 31, 2019
|
|
Fair Value
|
Total Purchase Price:
|
$
|
76,834
|
|
Assets acquired:
|
|
Cash and cash equivalents
|
$
|
59,748
|
|
Securities
|
103,775
|
|
Loans
|
307,300
|
|
Accrued interest receivable
|
1,390
|
|
Bank Owned Life Insurance
|
10,460
|
|
Deferred tax asset
|
4,101
|
|
Other assets
|
4,980
|
|
Core deposit intangible
|
2,662
|
|
Total assets acquired
|
494,416
|
|
Liabilities assumed:
|
|
Deposits
|
(449,018
|
)
|
Other liabilities
|
(5,210
|
)
|
Total liabilities assumed
|
(454,228
|
)
|
Net assets acquired
|
$
|
40,188
|
|
Goodwill recorded in the merger
|
$
|
36,646
|
|
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. On January 31, 2020, the Company finalized its review of the acquired assets and liabilities and will not be recording any further adjustments to the carrying value.
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Two River Bancorp Acquisition
On January 1, 2020, the Company completed its acquisition of Two River Bancorp (“Two River”), which after purchase accounting adjustments added $1.112 billion to assets, $940.1 million to loans, and $941.8 million to deposits. Total consideration paid for Two River was $197.1 million, including cash consideration of $48.4 million. Two River was merged with and into the Company on the date of acquisition.
The acquisition was accounted for under the acquisition method of accounting. Under this method of accounting, the purchase price has been allocated to the respective assets acquired and liabilities assumed based upon their estimated fair values, net of tax. The excess of consideration paid over the estimated fair value of the net assets acquired has been recorded as goodwill.
The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the date of the acquisition for Two River, net of total consideration paid (in thousands):
|
|
|
|
|
|
|
At January 1, 2020
|
|
|
Estimated
Fair Value
|
Total Purchase Price:
|
|
$
|
197,050
|
|
Assets acquired:
|
|
|
Cash and cash equivalents
|
|
$
|
51,102
|
|
Securities
|
|
64,381
|
|
Loans
|
|
940,072
|
|
Accrued interest receivable
|
|
2,382
|
|
Bank Owned Life Insurance
|
|
22,440
|
|
Deferred tax asset
|
|
3,577
|
|
Other assets
|
|
15,956
|
|
Core deposit intangible
|
|
12,130
|
|
Total assets acquired
|
|
1,112,040
|
|
Liabilities assumed:
|
|
|
Deposits
|
|
(941,750
|
)
|
Other liabilities
|
|
(59,002
|
)
|
Total liabilities assumed
|
|
(1,000,752
|
)
|
Net assets acquired
|
|
$
|
111,288
|
|
Goodwill recorded in the merger
|
|
$
|
85,762
|
|
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.
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Country Bank Holding Company, Inc. Acquisition
On January 1, 2020, the Company completed its acquisition of Country Bank Holding Company, Inc. (“Country Bank”), which after purchase accounting adjustments added $792.1 million to assets, $618.4 million to loans, and $652.7 million to deposits. Total consideration paid for Country Bank was $112.8 million. Country Bank was merged with and into the Company on the date of acquisition.
The acquisition was accounted for under the acquisition method of accounting. Under this method of accounting, the purchase price has been allocated to the respective assets acquired and liabilities assumed based upon their estimated fair values, net of tax. The excess of consideration paid over the estimated fair value of the net assets acquired has been recorded as goodwill.
The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the date of the acquisition for Country Bank, net of total consideration paid (in thousands):
|
|
|
|
|
|
|
At January 1, 2020
|
|
|
Estimated
Fair Value
|
Total Purchase Price:
|
|
$
|
112,836
|
|
Assets acquired:
|
|
|
Cash and cash equivalents
|
|
$
|
20,799
|
|
Securities
|
|
144,499
|
|
Loans
|
|
618,408
|
|
Accrued interest receivable
|
|
1,779
|
|
Deferred tax asset
|
|
(3,922
|
)
|
Other assets
|
|
8,390
|
|
Core deposit intangible
|
|
2,117
|
|
Total assets acquired
|
|
792,070
|
|
Liabilities assumed:
|
|
|
Deposits
|
|
(652,653
|
)
|
Other liabilities
|
|
(67,226
|
)
|
Total liabilities assumed
|
|
(719,879
|
)
|
Net assets acquired
|
|
$
|
72,191
|
|
Goodwill recorded in the merger
|
|
$
|
40,645
|
|
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.
Supplemental Pro Forma Financial Information
The following table presents financial information regarding the former Two River and Country Bank operations included in the Consolidated Statements of Income from the date of the acquisition (January 1, 2020) through June 30, 2020. The table also presents financial information regarding the former Capital Bank operations included in the Consolidated Statements of Income from the date of the acquisition (January 31, 2019) through June 30, 2020. In addition, the table provides unaudited condensed pro forma financial information assuming the Two River, Country Bank, and Capital Bank acquisitions had been completed as of January 1, 2019 for the six months ended June 30, 2019. The table below has been prepared for comparative purposes only and is not necessarily indicative of the actual results that would have been attained had the acquisition occurred as of the beginning of the periods presented, nor is it indicative of future results. Furthermore, the unaudited pro forma information does not reflect management’s estimate of any revenue-enhancing opportunities nor anticipated cost savings or the impact of conforming certain accounting policies of the acquired company to the Company’s policies that may have occurred as a result of the integration and consolidation of Two River, Country Bank, and Capital Bank’s operations. The pro forma information shown reflects adjustments related to certain purchase accounting fair value adjustments; amortization of core deposit and other intangibles; and related income tax effects.
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
Two River
Actual for
Six Months Ended
June 30, 2020
|
|
Country Bank Actual for
Six Months Ended
June 30, 2020
|
|
Capital Bank
Actual from
February 1, 2019
to June 30, 2019
|
|
Pro forma
Six Months Ended
June 30, 2019
|
Net interest income
|
$
|
21,051
|
|
|
$
|
13,209
|
|
|
$
|
8,043
|
|
|
$
|
167,068
|
|
Credit loss expense
|
553
|
|
|
331
|
|
|
175
|
|
|
1,651
|
|
Non-interest income
|
1,127
|
|
|
284
|
|
|
557
|
|
|
22,200
|
|
Non-interest expense
|
18,696
|
|
|
9,146
|
|
|
9,180
|
|
|
121,240
|
|
Provision (benefit) for income taxes
|
708
|
|
|
816
|
|
|
(189
|
)
|
|
12,605
|
|
Net income (loss)
|
$
|
2,221
|
|
|
$
|
3,200
|
|
|
$
|
(566
|
)
|
|
$
|
53,772
|
|
Fully diluted earnings per share
|
|
|
|
|
|
|
$
|
0.87
|
|
Fair Value Measurement of Assets Assumed and Liabilities Assumed
The methods used to determine the fair value of the assets acquired and liabilities assumed in the Capital Bank, Two River and Country Bank acquisitions were as follows. Refer to Note 7, Fair Value Measurements, for a discussion of the fair value hierarchy.
Securities
The estimated fair values of the securities were calculated utilizing Level 2 inputs. The securities acquired are bought and sold in active markets. Prices for these instruments were obtained through security industry sources that actively participate in the buying and selling of securities.
Loans
The acquired loan portfolio was valued utilizing Level 3 inputs and included the use of present value techniques employing cash flow estimates and incorporated assumptions that marketplace participants would use in estimating fair values. In instances where reliable market information was not available, the Company used its own assumptions in an effort to determine reasonable fair value. Specifically, the Company utilized three separate fair value analyses which a market participant would employ in estimating the total fair value adjustment. The three separate fair valuation methodologies used were: 1) interest rate loan fair value analysis; 2) general credit fair value adjustment; and 3) specific credit fair value adjustment.
To prepare the interest rate fair value analysis, loans were grouped by characteristics such as loan type, term, collateral and rate. Market rates for similar loans were obtained from various external data sources and reviewed by Company management for reasonableness. The average of these rates was used as the fair value interest rate a market participant would utilize. A present value approach was utilized to calculate the interest rate fair value adjustment.
The general credit fair value adjustment was calculated using a two part general credit fair value analysis: 1) expected lifetime losses and 2) estimated fair value adjustment for qualitative factors. The expected lifetime losses were calculated using an average of historical losses of the acquired bank. The adjustment related to qualitative factors was impacted by general economic conditions and the risk related to lack of experience with the originator’s underwriting process.
To calculate the specific credit fair value adjustment, subsequent to January 1, 2020, the Company identified loans that have experienced more-than-insignificant deterioration in credit quality since origination. Loans meeting this criteria were reviewed by comparing the contractual cash flows to expected collectible cash flows. The aggregate expected cash flows less the acquisition date fair value resulted in an accretable yield amount which will be recognized over the life of the loans on a level yield basis as an adjustment to yield.
Premises and Equipment
Fair values are based upon appraisals from independent third parties. In addition to owned properties, Capital Bank, Two River and Country Bank operated one, 14, and five properties, respectively, subject to a lease agreement.
Deposits and Core Deposit Premium
Core deposit premium represents the value assigned to non-interest-bearing demand deposits, interest-bearing checking, money market and saving accounts acquired as part of the acquisition. The core deposit premium value represents the future economic benefit, including the present value of future tax benefits, of the potential cost saving from acquiring the core deposits as part of an acquisition compared to the cost of alternative funding sources and is valued utilizing Level 2 inputs. The core deposit premium
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
totaled $2.7 million, $12.1 million, and $2.1 million, for the acquisitions of Capital Bank, Two River, and Country Bank, respectively, and is being amortized over its estimated useful life of approximately 10 years using an accelerated method.
Time deposits are not considered to be core deposits as they are assumed to have a low expected average life upon acquisition. The fair value of time deposits represents the present value of the expected contractual payments discounted by market rates for similar time deposits and is valued utilizing Level 2 inputs.
Borrowings
Fair value estimates are based on discounting contractual cash flows using rates which approximate the rates offered for borrowings of similar remaining maturities.
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements
Note 3. Earnings per Share
The following reconciles shares outstanding for basic and diluted earnings per share for the three and six months ended June 30, 2020 and 2019 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Weighted average shares outstanding
|
60,323
|
|
|
51,227
|
|
|
60,342
|
|
|
50,666
|
|
Less: Unallocated ESOP shares
|
(435
|
)
|
|
(501
|
)
|
|
(443
|
)
|
|
(509
|
)
|
Unallocated incentive award shares and shares held by deferred compensation plan
|
(11
|
)
|
|
(39
|
)
|
|
(18
|
)
|
|
(42
|
)
|
Average basic shares outstanding
|
59,877
|
|
|
50,687
|
|
|
59,881
|
|
|
50,115
|
|
Add: Effect of dilutive securities:
|
|
|
|
|
|
|
|
Incentive awards and shares held by deferred compensation plan
|
122
|
|
|
603
|
|
|
241
|
|
|
613
|
|
Average diluted shares outstanding
|
59,999
|
|
|
51,290
|
|
|
60,122
|
|
|
50,728
|
|
For the three and six months ended June 30, 2020, antidilutive stock options of 2,293,000 and 1,739,000, respectively, were excluded from earnings per share calculations. For both the three and six months ended June 30, 2019, antidilutive stock options of 1,083,000 were excluded from earnings per share calculations.
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements
Note 4. Securities
The amortized cost, estimated fair value, and allowance for credit losses of debt securities available-for-sale and held-to-maturity at June 30, 2020, and December 31, 2019, are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Allowance for Credit Losses
|
At June 30, 2020
|
|
|
|
|
|
|
|
|
|
Debt securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
U.S. government and agency obligations
|
$
|
138,460
|
|
|
$
|
4,004
|
|
|
$
|
—
|
|
|
$
|
142,464
|
|
|
$
|
—
|
|
State and municipal obligations
|
2,402
|
|
|
—
|
|
|
—
|
|
|
2,402
|
|
|
—
|
|
Corporate debt securities
|
8,000
|
|
|
59
|
|
|
—
|
|
|
8,059
|
|
|
—
|
|
Total investment securities
|
148,862
|
|
|
4,063
|
|
|
—
|
|
|
152,925
|
|
|
—
|
|
Mortgage-backed securities - FNMA
|
310
|
|
|
4
|
|
|
—
|
|
|
314
|
|
|
—
|
|
Total debt securities available-for-sale
|
$
|
149,172
|
|
|
$
|
4,067
|
|
|
$
|
—
|
|
|
$
|
153,239
|
|
|
$
|
—
|
|
Debt securities held-to-maturity:
|
|
|
|
|
|
|
|
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
U.S. government and agency obligations
|
$
|
6,242
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
6,280
|
|
|
$
|
—
|
|
State and municipal obligations
|
227,046
|
|
|
8,701
|
|
|
(185
|
)
|
|
235,562
|
|
|
(35
|
)
|
Corporate debt securities
|
76,277
|
|
|
899
|
|
|
(5,880
|
)
|
|
71,296
|
|
|
(1,582
|
)
|
Total investment securities
|
309,565
|
|
|
9,638
|
|
|
(6,065
|
)
|
|
313,138
|
|
|
(1,617
|
)
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
FHLMC
|
190,352
|
|
|
6,548
|
|
|
(33
|
)
|
|
196,867
|
|
|
—
|
|
FNMA
|
226,452
|
|
|
8,673
|
|
|
(29
|
)
|
|
235,096
|
|
|
—
|
|
GNMA
|
92,076
|
|
|
2,710
|
|
|
(20
|
)
|
|
94,766
|
|
|
—
|
|
SBA
|
5,849
|
|
|
—
|
|
|
(61
|
)
|
|
5,788
|
|
|
—
|
|
CMO
|
49,825
|
|
|
447
|
|
|
(30
|
)
|
|
50,242
|
|
|
(829
|
)
|
Total mortgage-backed securities
|
564,554
|
|
|
18,378
|
|
|
(173
|
)
|
|
582,759
|
|
|
(829
|
)
|
Total debt securities held-to-maturity
|
$
|
874,119
|
|
|
$
|
28,016
|
|
|
$
|
(6,238
|
)
|
|
$
|
895,897
|
|
|
$
|
(2,446
|
)
|
Total debt securities
|
$
|
1,023,291
|
|
|
$
|
32,083
|
|
|
$
|
(6,238
|
)
|
|
$
|
1,049,136
|
|
|
$
|
(2,446
|
)
|
There was no allowance for credit losses on debt securities available-for-sale at June 30, 2020.
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
At December 31, 2019
|
|
|
|
|
|
|
|
Debt securities available-for-sale:
|
|
|
|
|
|
|
|
Investment securities:
|
|
|
|
|
|
|
|
U.S. government and agency obligations
|
$
|
149,120
|
|
|
$
|
1,408
|
|
|
$
|
(93
|
)
|
|
$
|
150,435
|
|
State and municipal obligations
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
Total investment securities
|
149,145
|
|
|
1,408
|
|
|
(93
|
)
|
|
150,460
|
|
Mortgage-backed securities - FNMA
|
495
|
|
|
5
|
|
|
—
|
|
|
500
|
|
Total debt securities available-for-sale
|
$
|
149,640
|
|
|
$
|
1,413
|
|
|
$
|
(93
|
)
|
|
$
|
150,960
|
|
Debt securities held-to-maturity:
|
|
|
|
|
|
|
|
Investment securities:
|
|
|
|
|
|
|
|
U.S. government and agency obligations
|
$
|
4,984
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
4,998
|
|
State and municipal obligations
|
124,430
|
|
|
1,537
|
|
|
(208
|
)
|
|
125,759
|
|
Corporate debt securities
|
79,547
|
|
|
833
|
|
|
(2,421
|
)
|
|
77,959
|
|
Total investment securities
|
208,961
|
|
|
2,384
|
|
|
(2,629
|
)
|
|
208,716
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
FHLMC
|
206,985
|
|
|
2,221
|
|
|
(524
|
)
|
|
208,682
|
|
FNMA
|
244,428
|
|
|
2,680
|
|
|
(493
|
)
|
|
246,615
|
|
GNMA
|
110,661
|
|
|
939
|
|
|
(212
|
)
|
|
111,388
|
|
SBA
|
1,940
|
|
|
—
|
|
|
(51
|
)
|
|
1,889
|
|
Total mortgage-backed securities
|
564,014
|
|
|
5,840
|
|
|
(1,280
|
)
|
|
568,574
|
|
Total debt securities held-to-maturity
|
$
|
772,975
|
|
|
$
|
8,224
|
|
|
$
|
(3,909
|
)
|
|
$
|
777,290
|
|
Total debt securities
|
$
|
922,615
|
|
|
$
|
9,637
|
|
|
$
|
(4,002
|
)
|
|
$
|
928,250
|
|
The following table presents the activity in the allowance for credit losses for debt securities held-to-maturity by major security type for the six months ended June 30, 2020 (in thousands):
|
|
|
|
|
|
|
|
|
|
Investment securities
|
|
Mortgage-backed securities
|
Allowance for credit losses
|
|
|
|
Beginning balance
|
$
|
—
|
|
|
$
|
—
|
|
Impact of CECL adoption
|
(1,268
|
)
|
|
—
|
|
Provision for credit loss expense
|
(349
|
)
|
|
(829
|
)
|
Total ending allowance balance
|
$
|
(1,617
|
)
|
|
$
|
(829
|
)
|
During the third quarter 2013, the Bank transferred $536.0 million of previously designated available-for-sale securities to a held-to-maturity designation at estimated fair value. The securities transferred had an unrealized net loss of $13.3 million at the time of transfer which continues to be reflected in accumulated other comprehensive loss on the consolidated balance sheet, net of subsequent amortization, which is being recognized over the life of the securities. The carrying value of the debt securities held-to-maturity at June 30, 2020, and December 31, 2019, is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
Amortized cost
|
$
|
874,119
|
|
|
$
|
772,975
|
|
Net loss on date of transfer from available-for-sale
|
(13,347
|
)
|
|
(13,347
|
)
|
Allowance for credit loss
|
(2,446
|
)
|
|
—
|
|
Accretion of net unrealized loss on securities reclassified as held-to-maturity
|
9,633
|
|
|
9,245
|
|
Carrying value
|
$
|
867,959
|
|
|
$
|
768,873
|
|
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements
There were no realized gains or losses on debt securities for the three and six months ended June 30, 2020 and June 30, 2019, respectively.
During the three and six months ended June 30, 2020, there were $53,000 of realized losses on equity securities. There were no realized gains or losses on equity securities in the three and six months ended June 30, 2019. The realized and unrealized gains or losses on equity securities for the three and six months ended June 30, 2020 and June 30, 2019 are shown in the table below (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Net gain on equity investments
|
$
|
148
|
|
|
$
|
133
|
|
|
$
|
303
|
|
|
$
|
241
|
|
Less: Net losses recognized on equity securities sold
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
Unrealized gain recognized on equity securities still held
|
$
|
201
|
|
|
$
|
133
|
|
|
$
|
356
|
|
|
$
|
241
|
|
The amortized cost and estimated fair value of investment securities at June 30, 2020 by contractual maturity are shown below (in thousands). Actual maturities may differ from contractual maturities in instances where issuers have the right to call or prepay obligations with or without call or prepayment penalties. At June 30, 2020, corporate debt securities with an amortized cost of $56.2 million and estimated fair value of $52.6 million were callable prior to the maturity date.
|
|
|
|
|
|
|
|
|
June 30, 2020
|
Amortized
Cost
|
|
Estimated
Fair Value
|
Less than one year
|
$
|
71,600
|
|
|
$
|
71,952
|
|
Due after one year through five years
|
196,345
|
|
|
203,165
|
|
Due after five years through ten years
|
83,809
|
|
|
79,446
|
|
Due after ten years
|
106,673
|
|
|
111,500
|
|
|
$
|
458,427
|
|
|
$
|
466,063
|
|
Mortgage-backed securities are excluded from the above table since their effective lives are expected to be shorter than the contractual maturity date due to principal prepayments.
The estimated fair value of securities pledged as required security for deposits and for other purposes amounted to $493.9 million and $475.6 million, at June 30, 2020 and December 31, 2019, respectively, including $155.9 million and $81.4 million at June 30, 2020 and December 31, 2019, respectively, pledged as collateral for securities sold under agreements to repurchase.
At June 30, 2020, there were no holdings of securities of any one issuer, other than the US government and its agencies, in an amount greater than 10% of shareholders’ equity.
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements
The estimated fair value and unrealized losses of debt securities available-for-sale and held-to-maturity at June 30, 2020 and December 31, 2019, segregated by the duration of the unrealized losses, are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2020
|
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
|
Estimated
Fair
Value
|
|
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Unrealized
Losses
|
Debt securities held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
State and municipal obligations
|
$
|
3,809
|
|
|
$
|
(44
|
)
|
|
$
|
6,621
|
|
|
$
|
(141
|
)
|
|
$
|
10,430
|
|
|
$
|
(185
|
)
|
Corporate debt securities
|
14,815
|
|
|
(756
|
)
|
|
33,208
|
|
|
(5,124
|
)
|
|
48,023
|
|
|
(5,880
|
)
|
Total investment securities
|
18,624
|
|
|
(800
|
)
|
|
39,829
|
|
|
(5,265
|
)
|
|
58,453
|
|
|
(6,065
|
)
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
FHLMC
|
4,314
|
|
|
(23
|
)
|
|
1,366
|
|
|
(10
|
)
|
|
5,680
|
|
|
(33
|
)
|
FNMA
|
2,990
|
|
|
(17
|
)
|
|
413
|
|
|
(12
|
)
|
|
3,403
|
|
|
(29
|
)
|
GNMA
|
—
|
|
|
—
|
|
|
6,020
|
|
|
(20
|
)
|
|
6,020
|
|
|
(20
|
)
|
SBA
|
4,046
|
|
|
(11
|
)
|
|
1,742
|
|
|
(50
|
)
|
|
5,788
|
|
|
(61
|
)
|
CMO
|
15,353
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
15,353
|
|
|
(30
|
)
|
Total mortgage-backed securities
|
26,703
|
|
|
(81
|
)
|
|
9,541
|
|
|
(92
|
)
|
|
36,244
|
|
|
(173
|
)
|
Total debt securities held-to-maturity
|
45,327
|
|
|
(881
|
)
|
|
49,370
|
|
|
(5,357
|
)
|
|
94,697
|
|
|
(6,238
|
)
|
Total debt securities
|
$
|
45,327
|
|
|
$
|
(881
|
)
|
|
$
|
49,370
|
|
|
$
|
(5,357
|
)
|
|
$
|
94,697
|
|
|
$
|
(6,238
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2019
|
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
|
Estimated
Fair
Value
|
|
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Unrealized
Losses
|
Debt securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities - U.S. government and agency obligations
|
$
|
25,021
|
|
|
$
|
(54
|
)
|
|
$
|
22,451
|
|
|
$
|
(39
|
)
|
|
$
|
47,472
|
|
|
$
|
(93
|
)
|
Total debt securities available-for-sale
|
25,021
|
|
|
(54
|
)
|
|
22,451
|
|
|
(39
|
)
|
|
47,472
|
|
|
(93
|
)
|
Debt securities held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
State and municipal obligations
|
7,308
|
|
|
(58
|
)
|
|
14,531
|
|
|
(150
|
)
|
|
21,839
|
|
|
(208
|
)
|
Corporate debt securities
|
9,727
|
|
|
(213
|
)
|
|
37,628
|
|
|
(2,208
|
)
|
|
47,355
|
|
|
(2,421
|
)
|
Total investment securities
|
17,035
|
|
|
(271
|
)
|
|
52,159
|
|
|
(2,358
|
)
|
|
69,194
|
|
|
(2,629
|
)
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
FHLMC
|
6,329
|
|
|
(29
|
)
|
|
38,641
|
|
|
(495
|
)
|
|
44,970
|
|
|
(524
|
)
|
FNMA
|
13,682
|
|
|
(59
|
)
|
|
38,568
|
|
|
(434
|
)
|
|
52,250
|
|
|
(493
|
)
|
GNMA
|
30,268
|
|
|
(93
|
)
|
|
19,828
|
|
|
(119
|
)
|
|
50,096
|
|
|
(212
|
)
|
SBA
|
—
|
|
|
—
|
|
|
1,889
|
|
|
(51
|
)
|
|
1,889
|
|
|
(51
|
)
|
Total mortgage-backed securities
|
50,279
|
|
|
(181
|
)
|
|
98,926
|
|
|
(1,099
|
)
|
|
149,205
|
|
|
(1,280
|
)
|
Total debt securities held-to-maturity
|
67,314
|
|
|
(452
|
)
|
|
151,085
|
|
|
(3,457
|
)
|
|
218,399
|
|
|
(3,909
|
)
|
Total debt securities
|
$
|
92,335
|
|
|
$
|
(506
|
)
|
|
$
|
173,536
|
|
|
$
|
(3,496
|
)
|
|
$
|
265,871
|
|
|
$
|
(4,002
|
)
|
At June 30, 2020, the amortized cost, estimated fair value and credit rating of the individual corporate debt securities in an unrealized loss position for greater than one year are as follows (in thousands):
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
Security Description
|
Amortized
Cost
|
|
Estimated
Fair Value
|
|
Credit Rating
Moody’s/
S&P
|
Chase Capital
|
$
|
10,000
|
|
|
$
|
8,804
|
|
|
Baa1/BBB-
|
Wells Fargo Capital
|
5,000
|
|
|
4,392
|
|
|
A1/BBB
|
Huntington Capital
|
5,000
|
|
|
4,268
|
|
|
Baa2/BB+
|
Keycorp Capital
|
5,000
|
|
|
4,305
|
|
|
Baa2/BB+
|
PNC Capital
|
5,000
|
|
|
4,303
|
|
|
Baa1/BBB-
|
SunTrust Capital
|
5,000
|
|
|
4,281
|
|
|
Not Rated/BBB-
|
State Street Capital
|
3,332
|
|
|
2,855
|
|
|
A3/BBB
|
|
$
|
38,332
|
|
|
$
|
33,208
|
|
|
|
At June 30, 2020, the estimated fair value of each of the above corporate debt securities was below cost. The Company concluded that these corporate debt securities were only temporarily impaired at June 30, 2020. In concluding that the impairments were only temporary, the Company considered several factors in its analysis. The Company noted that each issuer made all the contractually due payments when required. There were no defaults on principal or interest payments and no interest payments were deferred. Based on management’s analysis of each individual security, the issuers appear to have the ability to meet debt service requirements over the life of the security. Furthermore, the Company does not intend to sell these corporate debt securities and it is more likely than not that the Company will not be required to sell the securities. Historically, the Company has not utilized securities sales as a source of liquidity. The Company’s long range liquidity plans indicate adequate sources of liquidity outside the securities portfolio.
The mortgage-backed securities are issued and guaranteed by either the Federal Home Loan Mortgage Corporation (“FHLMC”), the Federal National Mortgage Association (“FNMA”), the Government National Mortgage Association (“GNMA”), or the Small Business Administration (“SBA”), corporations which are chartered by the United States Government and whose debt obligations are typically rated AA+ by one of the internationally-recognized credit rating services. Additionally, there are private label commercial mortgage-backed securities with credit ratings from multiple credit rating services ranging between Aaa and Aa2. The Company considers the unrealized losses to be the result of changes in interest rates, and not credit quality, which over time can have both a positive and negative impact on the estimated fair value of the mortgage-backed securities. The Company does not intend to sell these securities and it is more likely than not that the Company will not be required to sell the securities before recovery of their amortized cost. As a result, the Company concluded that these securities were only temporarily impaired at June 30, 2020.
The Company monitors the credit quality of debt securities held-to-maturity on a quarterly basis through the use of credit ratings. The following table summarized the amortized cost of debt securities held-to-maturity at June 30, 2020, aggregated by credit quality indicator (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AAA
|
|
AA
|
|
A
|
|
BBB
|
|
BB
|
|
Total
|
As of June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government and agency obligations
|
$
|
—
|
|
|
$
|
6,242
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,242
|
|
State and municipal obligations
|
40,380
|
|
|
133,056
|
|
|
48,545
|
|
|
5,065
|
|
|
—
|
|
|
227,046
|
|
Corporate debt securities
|
—
|
|
|
1,494
|
|
|
15,454
|
|
|
48,798
|
|
|
10,531
|
|
|
76,277
|
|
Total investment securities
|
40,380
|
|
|
140,792
|
|
|
63,999
|
|
|
53,863
|
|
|
10,531
|
|
|
309,565
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
CMO
|
16,916
|
|
|
32,909
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,825
|
|
Total mortgage-backed securities
|
16,916
|
|
|
32,909
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,825
|
|
Total debt securities held-to-maturity
|
$
|
57,296
|
|
|
$
|
173,701
|
|
|
$
|
63,999
|
|
|
$
|
53,863
|
|
|
$
|
10,531
|
|
|
$
|
359,390
|
|
A debt security is considered to be past due once it is 30 days past due under the terms of the agreement. At June 30, 2020, there were no debt securities that were past due, on nonaccrual, or past due over 89 days and still accruing.
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 5. Loans Receivable, Net
Loans receivable, net at June 30, 2020 and December 31, 2019 consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
Commercial:
|
|
|
|
Commercial and industrial
|
$
|
910,762
|
|
|
$
|
396,434
|
|
Commercial real estate – owner occupied
|
1,199,742
|
|
|
792,653
|
|
Commercial real estate – investor
|
3,449,160
|
|
|
2,296,410
|
|
Total commercial
|
5,559,664
|
|
|
3,485,497
|
|
Consumer:
|
|
|
|
Residential real estate
|
2,426,277
|
|
|
2,321,157
|
|
Home equity loans and lines
|
320,627
|
|
|
318,576
|
|
Other consumer
|
71,721
|
|
|
89,422
|
|
Total consumer
|
2,818,625
|
|
|
2,729,155
|
|
Total loans
|
8,378,289
|
|
|
6,214,652
|
|
Deferred origination (fees) costs, net
|
(4,300
|
)
|
|
9,880
|
|
Allowance for credit losses
|
(38,509
|
)
|
|
(16,852
|
)
|
Total loans, net
|
$
|
8,335,480
|
|
|
$
|
6,207,680
|
|
The Company categorizes all loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation and current economic trends, among other factors. The Company uses the following definitions for risk ratings:
Pass: Loans classified as Pass are well protected by the paying capacity and net worth of the borrower.
Special Mention: Loans classified as Special Mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Bank’s credit position at some future date.
Substandard: Loans classified as Substandard are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Doubtful: Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The following table summarizes total loans by year of origination and internally assigned credit grades and risk characteristics (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015 and prior
|
|
Revolving lines of credit
|
|
Total
|
June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
|
$
|
494,385
|
|
|
$
|
42,054
|
|
|
$
|
34,477
|
|
|
$
|
67,037
|
|
|
$
|
46,039
|
|
|
$
|
68,244
|
|
|
$
|
133,133
|
|
|
$
|
885,369
|
|
Special Mention
|
|
—
|
|
|
458
|
|
|
847
|
|
|
1,765
|
|
|
870
|
|
|
1,184
|
|
|
86
|
|
|
5,210
|
|
Substandard
|
|
226
|
|
|
3,600
|
|
|
1,790
|
|
|
1,073
|
|
|
62
|
|
|
4,512
|
|
|
8,920
|
|
|
20,183
|
|
Total commercial and industrial
|
|
494,611
|
|
|
46,112
|
|
|
37,114
|
|
|
69,875
|
|
|
46,971
|
|
|
73,940
|
|
|
142,139
|
|
|
910,762
|
|
Commercial real estate - owner occupied
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
|
62,342
|
|
|
157,535
|
|
|
144,739
|
|
|
142,470
|
|
|
130,281
|
|
|
496,150
|
|
|
21,296
|
|
|
1,154,813
|
|
Special Mention
|
|
—
|
|
|
191
|
|
|
—
|
|
|
1,389
|
|
|
88
|
|
|
5,510
|
|
|
388
|
|
|
7,566
|
|
Substandard
|
|
—
|
|
|
2,122
|
|
|
2,817
|
|
|
2,921
|
|
|
3,740
|
|
|
25,670
|
|
|
93
|
|
|
37,363
|
|
Total commercial real estate - owner occupied
|
|
62,342
|
|
|
159,848
|
|
|
147,556
|
|
|
146,780
|
|
|
134,109
|
|
|
527,330
|
|
|
21,777
|
|
|
1,199,742
|
|
Commercial real estate - investor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
|
338,589
|
|
|
679,959
|
|
|
387,875
|
|
|
462,567
|
|
|
335,427
|
|
|
957,182
|
|
|
199,816
|
|
|
3,361,415
|
|
Special Mention
|
|
—
|
|
|
27
|
|
|
—
|
|
|
11,003
|
|
|
6,033
|
|
|
22,661
|
|
|
9,178
|
|
|
48,902
|
|
Substandard
|
|
—
|
|
|
178
|
|
|
1,553
|
|
|
460
|
|
|
5,487
|
|
|
25,031
|
|
|
6,134
|
|
|
38,843
|
|
Total commercial real estate - investor
|
|
338,589
|
|
|
680,164
|
|
|
389,428
|
|
|
474,030
|
|
|
346,947
|
|
|
1,004,874
|
|
|
215,128
|
|
|
3,449,160
|
|
Residential real estate (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
|
316,112
|
|
|
522,831
|
|
|
312,066
|
|
|
202,088
|
|
|
172,264
|
|
|
891,044
|
|
|
—
|
|
|
2,416,405
|
|
Special Mention
|
|
—
|
|
|
—
|
|
|
325
|
|
|
—
|
|
|
—
|
|
|
4,102
|
|
|
—
|
|
|
4,427
|
|
Substandard
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221
|
|
|
—
|
|
|
5,224
|
|
|
—
|
|
|
5,445
|
|
Total residential real estate
|
|
316,112
|
|
|
522,831
|
|
|
312,391
|
|
|
202,309
|
|
|
172,264
|
|
|
900,370
|
|
|
—
|
|
|
2,426,277
|
|
Consumer (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
|
12,116
|
|
|
33,276
|
|
|
105,211
|
|
|
31,029
|
|
|
19,788
|
|
|
178,537
|
|
|
7,545
|
|
|
387,502
|
|
Special Mention
|
|
—
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
257
|
|
|
—
|
|
|
336
|
|
Substandard
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,510
|
|
|
—
|
|
|
4,510
|
|
Total consumer
|
|
12,116
|
|
|
33,355
|
|
|
105,211
|
|
|
31,029
|
|
|
19,788
|
|
|
183,304
|
|
|
7,545
|
|
|
392,348
|
|
Total loans
|
|
$
|
1,223,770
|
|
|
$
|
1,442,310
|
|
|
$
|
991,700
|
|
|
$
|
924,023
|
|
|
$
|
720,079
|
|
|
$
|
2,689,818
|
|
|
$
|
386,589
|
|
|
$
|
8,378,289
|
|
|
|
(1)
|
For residential and consumer loans, the Company evaluates credit quality based on the aging status of the loan and by payment activity.
|
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
An analysis of the allowance for credit losses on loans for the three and six months ended June 30, 2020 and 2019 is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate –
Owner
Occupied
|
|
Commercial
Real Estate –
Investor
|
|
Residential
Real Estate
|
|
Consumer
|
|
Unallocated
|
|
Total
|
For the three months ended
June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses on loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
$
|
6,649
|
|
|
$
|
3,096
|
|
|
$
|
7,159
|
|
|
$
|
8,417
|
|
|
$
|
4,314
|
|
|
$
|
—
|
|
|
$
|
29,635
|
|
Credit loss (benefit) expense
|
|
(1,697
|
)
|
|
(334
|
)
|
|
1,701
|
|
|
9,056
|
|
|
(84
|
)
|
|
—
|
|
|
8,642
|
|
Charge-offs
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(71
|
)
|
|
(72
|
)
|
|
—
|
|
|
(169
|
)
|
Recoveries
|
|
27
|
|
|
3
|
|
|
26
|
|
|
283
|
|
|
62
|
|
|
—
|
|
|
401
|
|
Balance at end of period
|
|
$
|
4,979
|
|
|
$
|
2,765
|
|
|
$
|
8,860
|
|
|
$
|
17,685
|
|
|
$
|
4,220
|
|
|
$
|
—
|
|
|
$
|
38,509
|
|
For the three months ended
June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses on loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
$
|
1,647
|
|
|
$
|
3,438
|
|
|
$
|
8,242
|
|
|
$
|
1,965
|
|
|
$
|
367
|
|
|
$
|
1,046
|
|
|
$
|
16,705
|
|
Credit loss (benefit) expense
|
|
(34
|
)
|
|
(439
|
)
|
|
117
|
|
|
729
|
|
|
285
|
|
|
(302
|
)
|
|
356
|
|
Charge-offs
|
|
—
|
|
|
(132
|
)
|
|
(65
|
)
|
|
(768
|
)
|
|
(173
|
)
|
|
—
|
|
|
(1,138
|
)
|
Recoveries
|
|
26
|
|
|
1
|
|
|
112
|
|
|
40
|
|
|
33
|
|
|
—
|
|
|
212
|
|
Balance at end of period
|
|
$
|
1,639
|
|
|
$
|
2,868
|
|
|
$
|
8,406
|
|
|
$
|
1,966
|
|
|
$
|
512
|
|
|
$
|
744
|
|
|
$
|
16,135
|
|
For the six months ended
June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses on loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
$
|
1,458
|
|
|
$
|
2,893
|
|
|
$
|
9,883
|
|
|
$
|
2,002
|
|
|
$
|
591
|
|
|
$
|
25
|
|
|
$
|
16,852
|
|
Impact of CECL adoption
|
|
2,416
|
|
|
(1,109
|
)
|
|
(5,395
|
)
|
|
3,833
|
|
|
2,981
|
|
|
(25
|
)
|
|
2,701
|
|
Credit loss expense
|
|
(168
|
)
|
|
952
|
|
|
4,078
|
|
|
12,641
|
|
|
(264
|
)
|
|
—
|
|
|
17,239
|
|
Initial allowance for credit losses on PCD loans
|
|
1,221
|
|
|
26
|
|
|
260
|
|
|
109
|
|
|
1,023
|
|
|
—
|
|
|
2,639
|
|
Charge-offs
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(1,346
|
)
|
|
(181
|
)
|
|
—
|
|
|
(1,553
|
)
|
Recoveries
|
|
52
|
|
|
3
|
|
|
60
|
|
|
446
|
|
|
70
|
|
|
—
|
|
|
631
|
|
Balance at end of period
|
|
$
|
4,979
|
|
|
$
|
2,765
|
|
|
$
|
8,860
|
|
|
$
|
17,685
|
|
|
$
|
4,220
|
|
|
$
|
—
|
|
|
$
|
38,509
|
|
For the six months ended
June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses on loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
$
|
1,609
|
|
|
$
|
2,277
|
|
|
$
|
8,770
|
|
|
$
|
2,413
|
|
|
$
|
486
|
|
|
$
|
1,022
|
|
|
$
|
16,577
|
|
Credit loss (benefit) expense
|
|
(53
|
)
|
|
1,112
|
|
|
(685
|
)
|
|
705
|
|
|
175
|
|
|
(278
|
)
|
|
976
|
|
Charge-offs
|
|
—
|
|
|
(522
|
)
|
|
(86
|
)
|
|
(1,193
|
)
|
|
(205
|
)
|
|
—
|
|
|
(2,006
|
)
|
Recoveries
|
|
83
|
|
|
1
|
|
|
407
|
|
|
41
|
|
|
56
|
|
|
—
|
|
|
588
|
|
Balance at end of period
|
|
$
|
1,639
|
|
|
$
|
2,868
|
|
|
$
|
8,406
|
|
|
$
|
1,966
|
|
|
$
|
512
|
|
|
$
|
744
|
|
|
$
|
16,135
|
|
A loan is considered collateral dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. At June 30, 2020, the Company had collateral dependent loans with an amortized cost balance as follows: commercial and industrial of $6.6 million, commercial real estate - owner occupied of $5.5 million, and commercial real estate - investor of $15.7 million. In addition, the Company had residential and consumer loans collateralized by residential real estate, which are in the process of foreclosure, with an amortized cost balance of $2.6 million at June 30, 2020. The amount of foreclosed residential real estate property held by the Company was $248,000 at June 30, 2020.
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
In accordance with ASC 310, prior to the adoption of ASU 2016-13, the following table presents the balance in the allowance for credit losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2019, excluding PCD loans (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate –
Owner
Occupied
|
|
Commercial
Real Estate –
Investor
|
|
Residential
Real Estate
|
|
Consumer
|
|
Unallocated
|
|
Total
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending allowance balance attributed to loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
474
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
476
|
|
Collectively evaluated for impairment
|
1,458
|
|
|
2,419
|
|
|
9,883
|
|
|
2,002
|
|
|
589
|
|
|
25
|
|
|
16,376
|
|
Total ending allowance balance
|
$
|
1,458
|
|
|
$
|
2,893
|
|
|
$
|
9,883
|
|
|
$
|
2,002
|
|
|
$
|
591
|
|
|
$
|
25
|
|
|
$
|
16,852
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans individually evaluated for impairment
|
$
|
243
|
|
|
$
|
6,163
|
|
|
$
|
5,584
|
|
|
$
|
11,009
|
|
|
$
|
3,511
|
|
|
$
|
—
|
|
|
$
|
26,510
|
|
Loans collectively evaluated for impairment
|
395,848
|
|
|
785,778
|
|
|
2,279,114
|
|
|
2,309,812
|
|
|
404,325
|
|
|
—
|
|
|
6,174,877
|
|
Total ending loan balance
|
$
|
396,091
|
|
|
$
|
791,941
|
|
|
$
|
2,284,698
|
|
|
$
|
2,320,821
|
|
|
$
|
407,836
|
|
|
$
|
—
|
|
|
$
|
6,201,387
|
|
As of December 31, 2019, the Company defined an impaired loan as non-accrual commercial real estate, multi-family, land, construction and commercial loans in excess of $250,000. Impaired loans also include all loans modified as troubled debt restructurings. At December 31, 2019, the impaired loan portfolio totaled $26.5 million for which there was $476,000 specific allocation in the allowance for credit losses. The average balance of impaired loans for the three and six months ended June 30, 2019 were $31.5 million and $30.9 million, respectively.
In accordance with ASC 310, prior to the adoption of ASU 2016-13, the summary of loans individually evaluated for impairment by loan portfolio segment as of December 31, 2019 and for the three and six months ended June 30, 2019, is as follows, excluding PCI loans (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid
Principal
Balance
|
|
Recorded
Investment
|
|
Allowance
for Credit
Losses
Allocated
|
As of December 31, 2019
|
|
|
|
|
|
With no related allowance recorded:
|
|
|
|
|
|
Commercial and industrial
|
$
|
265
|
|
|
$
|
243
|
|
|
$
|
—
|
|
Commercial real estate – owner occupied
|
4,062
|
|
|
3,968
|
|
|
—
|
|
Commercial real estate – investor
|
6,665
|
|
|
5,584
|
|
|
—
|
|
Residential real estate
|
11,009
|
|
|
11,009
|
|
|
—
|
|
Consumer
|
3,734
|
|
|
3,509
|
|
|
—
|
|
|
$
|
25,735
|
|
|
$
|
24,313
|
|
|
$
|
—
|
|
With an allowance recorded:
|
|
|
|
|
|
Commercial and industrial
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial real estate – owner occupied
|
2,376
|
|
|
2,195
|
|
|
474
|
|
Commercial real estate – investor
|
—
|
|
|
—
|
|
|
—
|
|
Residential real estate
|
—
|
|
|
—
|
|
|
—
|
|
Consumer
|
2
|
|
|
2
|
|
|
2
|
|
|
$
|
2,378
|
|
|
$
|
2,197
|
|
|
$
|
476
|
|
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2019
|
|
Six months ended June 30, 2019
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
249
|
|
|
$
|
1
|
|
|
$
|
708
|
|
|
$
|
4
|
|
Commercial real estate – owner occupied
|
3,808
|
|
|
80
|
|
|
4,337
|
|
|
122
|
|
Commercial real estate – investor
|
10,882
|
|
|
22
|
|
|
10,501
|
|
|
158
|
|
Residential real estate
|
10,104
|
|
|
140
|
|
|
10,090
|
|
|
271
|
|
Consumer
|
3,270
|
|
|
48
|
|
|
3,171
|
|
|
94
|
|
|
$
|
28,313
|
|
|
$
|
291
|
|
|
$
|
28,807
|
|
|
$
|
649
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial real estate – owner occupied
|
3,197
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Commercial real estate – investor
|
—
|
|
|
—
|
|
|
2,131
|
|
|
36
|
|
Residential real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
3,197
|
|
|
$
|
—
|
|
|
$
|
2,131
|
|
|
$
|
36
|
|
The following table presents the recorded investment in non-accrual loans by loan portfolio segment as of June 30, 2020 and December 31, 2019 (in thousands). The June 30, 2020 balances include PCD loans while the December 31, 2019 balances exclude PCI loans (in accordance with ASC 310, prior to the adoption of ASU 2016-13 on January 1, 2020).
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
Commercial and industrial
|
$
|
8,211
|
|
|
$
|
207
|
|
Commercial real estate – owner occupied
|
5,629
|
|
|
4,811
|
|
Commercial real estate – investor
|
17,922
|
|
|
2,917
|
|
Residential real estate
|
7,676
|
|
|
7,181
|
|
Consumer
|
3,119
|
|
|
2,733
|
|
|
$
|
42,557
|
|
|
$
|
17,849
|
|
At June 30, 2020, there were no commitments to lend additional funds to borrowers whose loans are in non-accrual status.
At June 30, 2020 and December 31, 2019, loans in the amount of $42.6 million and $17.8 million, respectively, were three or more months delinquent or in the process of foreclosure. At June 30, 2020, the non-accrual loans were included in the allowance for credit loss calculation and the Company did not recognize or accrue interest income on these loans. At June 30, 2020 and December 31, 2019, there were no loans that were ninety days or greater past due and still accruing interest.
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The following table presents the aging of the recorded investment in past due loans as of June 30, 2020 and December 31, 2019 by loan portfolio segment (in thousands). The June 30, 2020 balances include PCD loans while the December 31, 2019 balances exclude PCI loans (in accordance with ASC 310, prior to the adoption of ASU 2016-13 on January 1, 2020).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30-59
Days
Past Due
|
|
60-89
Days
Past Due
|
|
Greater
than
90 Days
Past Due
|
|
Total
Past Due
|
|
Loans Not
Past Due
|
|
Total
|
June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
307
|
|
|
$
|
—
|
|
|
$
|
2,246
|
|
|
$
|
2,553
|
|
|
$
|
908,209
|
|
|
$
|
910,762
|
|
Commercial real estate – owner occupied
|
793
|
|
|
143
|
|
|
2,392
|
|
|
3,328
|
|
|
1,196,414
|
|
|
1,199,742
|
|
Commercial real estate – investor
|
1,857
|
|
|
2,000
|
|
|
10,299
|
|
|
14,156
|
|
|
3,435,004
|
|
|
3,449,160
|
|
Residential real estate
|
943
|
|
|
7,119
|
|
|
4,032
|
|
|
12,094
|
|
|
2,414,183
|
|
|
2,426,277
|
|
Consumer
|
1,528
|
|
|
336
|
|
|
4,510
|
|
|
6,374
|
|
|
385,974
|
|
|
392,348
|
|
|
$
|
5,428
|
|
|
$
|
9,598
|
|
|
$
|
23,479
|
|
|
$
|
38,505
|
|
|
$
|
8,339,784
|
|
|
$
|
8,378,289
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
207
|
|
|
$
|
307
|
|
|
$
|
395,784
|
|
|
$
|
396,091
|
|
Commercial real estate – owner occupied
|
1,541
|
|
|
1,203
|
|
|
1,040
|
|
|
3,784
|
|
|
788,157
|
|
|
791,941
|
|
Commercial real estate – investor
|
381
|
|
|
938
|
|
|
2,792
|
|
|
4,111
|
|
|
2,280,587
|
|
|
2,284,698
|
|
Residential real estate
|
8,161
|
|
|
3,487
|
|
|
2,859
|
|
|
14,507
|
|
|
2,306,314
|
|
|
2,320,821
|
|
Consumer
|
1,048
|
|
|
491
|
|
|
2,388
|
|
|
3,927
|
|
|
403,909
|
|
|
407,836
|
|
|
$
|
11,231
|
|
|
$
|
6,119
|
|
|
$
|
9,286
|
|
|
$
|
26,636
|
|
|
$
|
6,174,751
|
|
|
$
|
6,201,387
|
|
The Company classifies certain loans as troubled debt restructurings when credit terms to a borrower in financial difficulty are modified. The modifications may include a reduction in rate, an extension in term, the capitalization of past due amounts and/or the restructuring of scheduled principal payments. One-to-four family and consumer loans where the borrower’s debt is discharged in a bankruptcy filing are also considered troubled debt restructurings. For these loans, the Bank retains its security interest in the real estate collateral. At June 30, 2020 and December 31, 2019, troubled debt restructured (“TDR”) loans totaled $22.6 million and $24.6 million, respectively. Included in the non-accrual loan total at June 30, 2020, and December 31, 2019, were $6.2 million and $6.6 million, respectively, of troubled debt restructurings. At June 30, 2020, and December 31, 2019, the Company had $424,000 and $476,000, respectively, of specific reserves allocated to loans that are classified as troubled debt restructurings. Non-accrual loans which become troubled debt restructurings are generally returned to accrual status after six months of performance. In addition to the troubled debt restructurings included in non-accrual loans, the Company also has loans classified as accruing troubled debt restructurings at June 30, 2020 and December 31, 2019, which totaled $16.4 million and $18.0 million, respectively.
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The following table presents information about troubled debt restructurings which occurred during the three and six months ended June 30, 2020 and 2019, and troubled debt restructurings modified within the previous year and which defaulted during the three and six months ended June 30, 2020 and 2019 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
Number of Loans
|
|
Pre-modification
Recorded Investment
|
|
Post-modification
Recorded Investment
|
Three months ended June 30, 2020
|
|
|
|
|
|
Troubled Debt Restructurings:
|
|
|
|
|
|
Commercial real estate – owner occupied
|
1
|
|
|
1,112
|
|
|
1,143
|
|
Residential real estate
|
2
|
|
|
205
|
|
|
213
|
|
|
|
|
|
|
|
|
|
Number of Loans
|
|
Recorded Investment
|
Troubled Debt Restructurings
|
|
|
|
Which Subsequently Defaulted:
|
None
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Loans
|
|
Pre-modification
Recorded Investment
|
|
Post-modification
Recorded Investment
|
|
|
|
|
|
|
Six months ended June 30, 2020
|
|
|
|
|
|
Troubled Debt Restructurings:
|
|
|
|
|
|
Consumer
|
4
|
|
|
$
|
159
|
|
|
$
|
177
|
|
Commercial real estate – owner occupied
|
1
|
|
|
1,112
|
|
|
1,143
|
|
Residential real estate
|
4
|
|
|
431
|
|
|
447
|
|
|
|
|
|
|
|
|
|
Number of Loans
|
|
Recorded Investment
|
Troubled Debt Restructurings
|
|
|
|
Which Subsequently Defaulted:
|
None
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Loans
|
|
Pre-modification
Recorded Investment
|
|
Post-modification
Recorded Investment
|
Three Months Ended June 30, 2019
|
|
|
|
|
|
Troubled Debt Restructurings:
|
|
|
|
|
|
Consumer
|
4
|
|
|
$
|
442
|
|
|
$
|
462
|
|
Residential real estate
|
2
|
|
|
332
|
|
|
351
|
|
|
|
|
|
|
|
|
|
Number of Loans
|
|
Recorded Investment
|
Troubled Debt Restructurings
|
|
|
|
Which Subsequently Defaulted
|
None
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Loans
|
|
Pre-modification
Recorded Investment
|
|
Post-modification
Recorded Investment
|
Six months ended June 30, 2019
|
|
|
|
|
|
Troubled Debt Restructurings:
|
|
|
|
|
|
Consumer
|
4
|
|
|
$
|
442
|
|
|
$
|
462
|
|
Residential real estate
|
5
|
|
|
921
|
|
|
972
|
|
|
|
|
|
|
|
|
|
Number of Loans
|
|
Recorded Investment
|
Troubled Debt Restructurings
|
|
|
|
Which Subsequently Defaulted:
|
None
|
|
|
None
|
|
In response to the COVID-19 pandemic and its economic impact to customers, a short-term modification program that complies with the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was implemented to provide temporary payment relief to those borrowers directly impacted by COVID-19. This program allows for a deferral of payments for 90 days, which may extend
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
for an additional 90 days. The deferred payments along with interest accrued during the deferral period are due and payable on the maturity date. Provided these loans were current as of either year end or the date of the modification, these loans are not considered TDR loans at June 30, 2020 and will not be reported as past due during the deferral period.
As part of the Two River and Country Bank acquisitions, the Company has purchased loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The carrying amount of those loans is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Two River
January 1, 2020
|
|
Country Bank January 1, 2020
|
Purchase price of loans at acquisition
|
|
$
|
26,354
|
|
|
$
|
24,667
|
|
Allowance for credit losses at acquisition
|
|
1,343
|
|
|
1,296
|
|
Non-credit discount at acquisition
|
|
3,589
|
|
|
5,334
|
|
Par value of acquired loans at acquisition
|
|
$
|
31,286
|
|
|
$
|
31,297
|
|
In accordance with ASC 310, prior to the adoption of ASU 2016-13,the following table summarizes the changes in accretable yield for PCI loans during the three and six months ended June 30, 2019 (in thousands):
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|
2019
|
|
2019
|
Beginning balance
|
$
|
4,193
|
|
|
$
|
3,630
|
|
Acquisition
|
—
|
|
|
691
|
|
Accretion
|
(531
|
)
|
|
(1,184
|
)
|
Reclassification from non-accretable difference
|
(479
|
)
|
|
46
|
|
Ending balance
|
$
|
3,183
|
|
|
$
|
3,183
|
|
Note 6. Deposits
The major types of deposits at June 30, 2020 and December 31, 2019 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
Type of Account
|
June 30, 2020
|
|
December 31, 2019
|
Non-interest-bearing
|
$
|
2,161,766
|
|
|
$
|
1,377,396
|
|
Interest-bearing checking
|
3,022,887
|
|
|
2,539,428
|
|
Money market deposit
|
680,199
|
|
|
578,147
|
|
Savings
|
1,456,931
|
|
|
898,174
|
|
Time deposits
|
1,645,971
|
|
|
935,632
|
|
Total deposits
|
$
|
8,967,754
|
|
|
$
|
6,328,777
|
|
Included in time deposits at June 30, 2020 and December 31, 2019, is $568.6 million and $150.6 million, respectively, in deposits of $250,000 and over.
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 7. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or the most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.
The Company uses valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement costs). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability and developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability and developed based on the best information available in the circumstances. In that regard, a fair value hierarchy has been established for valuation inputs that gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Movements within the fair value hierarchy are recognized at the end of the applicable reporting period. There were no transfers between the levels of the fair value hierarchy for the three and six months ended June 30, 2020. The fair value hierarchy is as follows:
Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (for example, interest rates, volatilities, prepayment speeds, loss severities, credit risks and default rates) or inputs that are derived principally from or corroborated by observable market data by correlations or other means.
Level 3 Inputs – Significant unobservable inputs that reflect an entity’s own assumptions that market participants would use in pricing the assets or liabilities.
Assets and Liabilities Measured at Fair Value
A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis, that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).
Debt Securities Available-For-Sale
Debt securities classified as available-for-sale are reported at fair value. Fair value for these debt securities is determined using inputs other than quoted prices that are based on market observable information (Level 2). Level 2 debt securities are priced through third-party pricing services or security industry sources that actively participate in the buying and selling of securities. Prices obtained from these sources include market quotations and matrix pricing. Matrix pricing is a mathematical technique used principally to value certain debt securities without relying exclusively on quoted prices for the specific securities, but comparing the debt securities to benchmark or comparable debt securities.
Equity Investments
Equity investments are reported at fair value. Fair value for these investments is determined using a quoted price in an active market or exchange (Level 1).
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Interest Rate Swaps
The Company’s interest rate swaps are reported at fair value utilizing models provided by an independent, third-party and observable market data. When entering into an interest rate swap agreement, the Company is exposed to fair value changes due to interest rate movements, and also the potential nonperformance of our contract counterparty.
Other Real Estate Owned and Impaired Loans
Other real estate owned and loans measured for impairment based on the fair value of the underlying collateral are recorded at estimated fair value, less estimated selling costs. Fair value is based on independent appraisals.
The following table summarizes financial assets and financial liabilities measured at fair value as of June 30, 2020 and December 31, 2019, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using:
|
|
Total Fair
Value
|
|
Level 1
Inputs
|
|
Level 2
Inputs
|
|
Level 3
Inputs
|
June 30, 2020
|
|
|
|
|
|
|
|
Items measured on a recurring basis:
|
|
|
|
|
|
|
|
Debt securities available-for-sale
|
$
|
153,239
|
|
|
$
|
—
|
|
|
$
|
150,837
|
|
|
$
|
2,402
|
|
Equity investments
|
13,830
|
|
|
13,830
|
|
|
—
|
|
|
—
|
|
Interest rate swap asset
|
56,087
|
|
|
—
|
|
|
56,087
|
|
|
—
|
|
Interest rate swap liability
|
(56,306
|
)
|
|
—
|
|
|
(56,306
|
)
|
|
—
|
|
Items measured on a non-recurring basis:
|
|
|
|
|
|
|
|
Other real estate owned
|
248
|
|
|
—
|
|
|
—
|
|
|
248
|
|
Loans measured for impairment based on the fair value of the underlying collateral
|
30,372
|
|
|
—
|
|
|
—
|
|
|
30,372
|
|
December 31, 2019
|
|
|
|
|
|
|
|
Items measured on a recurring basis:
|
|
|
|
|
|
|
|
Debt securities available-for-sale
|
$
|
150,960
|
|
|
$
|
—
|
|
|
$
|
150,935
|
|
|
$
|
25
|
|
Equity investments
|
10,136
|
|
|
10,136
|
|
|
—
|
|
|
—
|
|
Interest rate swap asset
|
10,141
|
|
|
—
|
|
|
10,141
|
|
|
—
|
|
Interest rate swap liability
|
(10,708
|
)
|
|
—
|
|
|
(10,708
|
)
|
|
—
|
|
Items measured on a non-recurring basis:
|
|
|
|
|
|
|
|
Other real estate owned
|
264
|
|
|
—
|
|
|
—
|
|
|
264
|
|
Loans measured for impairment based on the fair value of the underlying collateral
|
8,794
|
|
|
—
|
|
|
—
|
|
|
8,794
|
|
The following table reconciles, for the three and six months ended June 30, 2020, the beginning and ending balances for debt securities available-for-sale that are recognized at fair value on a recurring basis, in the consolidated statements of financial condition, using significant unobservable inputs (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2020
|
|
Six Months Ended June 30, 2020
|
Beginning Balance
|
|
$
|
25
|
|
|
$
|
25
|
|
Total gains (losses) included in earnings
|
|
—
|
|
|
—
|
|
Purchases
|
|
2,377
|
|
|
2,377
|
|
Transfers into Level 3
|
|
—
|
|
|
—
|
|
Transfers out of Level 3
|
|
—
|
|
|
—
|
|
Ending Balance
|
|
$
|
2,402
|
|
|
$
|
2,402
|
|
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Assets and Liabilities Disclosed at Fair Value
A description of the valuation methodologies used for assets and liabilities disclosed at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy is set forth below.
Cash and Due from Banks
For cash and due from banks, the carrying amount approximates fair value.
Debt Securities Held-to-Maturity
Debt securities classified as held-to-maturity are carried at amortized cost, as the Company has the positive intent and ability to hold these debt securities to maturity. The Company determines the fair value of the debt securities utilizing Level 1, Level 2 and, infrequently, Level 3 inputs. In general, fair value is based upon quoted market prices, where available. Most of the Company’s investment and mortgage-backed securities, however, are fixed income instruments that are not quoted on an exchange, but are bought and sold in active markets. Prices for these instruments are obtained through third-party pricing vendors or security industry sources that actively participate in the buying and selling of debt securities. Prices obtained from these sources include market quotations and matrix pricing. Matrix pricing is a mathematical technique used principally to value certain debt securities without relying exclusively on quoted prices for the specific debt securities, but comparing the debt securities to benchmark or comparable debt securities.
Management’s policy is to obtain and review all available documentation from the third-party pricing service relating to their fair value determinations, including their methodology and summary of inputs. Management reviews this documentation, makes inquiries of the third-party pricing service and decides as to the level of the valuation inputs. Based on the Company’s review of the available documentation from the third-party pricing service, management concluded that Level 2 inputs were utilized for all securities except for certain state and municipal obligations known as bond anticipation notes (“BANs”) where management utilized Level 3 inputs.
Restricted Equity Investments
The fair value for Federal Home Loan Bank of New York and Federal Reserve Bank stock is its carrying value since this is the amount for which it could be redeemed. There is no active market for this stock and the Company is required to maintain a minimum investment as stipulated by the respective agencies.
Loans
Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as residential mortgage, consumer and commercial. Each loan category is further segmented into fixed and adjustable rate interest terms.
Fair value of performing and non-performing loans was estimated by discounting the future cash flows, net of estimated prepayments, at a rate for which similar loans would be originated to new borrowers with similar terms.
In accordance with the prospective adoption of ASU 2016-01, the fair value of loans was measured using the exit price notion.
Deposits Other than Time Deposits
The fair value of deposits with no stated maturity, such as non-interest-bearing demand deposits, savings, and interest-bearing checking accounts and money market accounts is, by definition, equal to the amount payable on demand. The related insensitivity of the majority of these deposits to interest rate changes creates a significant inherent value which is not reflected in the fair value reported.
Time Deposits
The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.
Securities Sold Under Agreements to Repurchase with Retail Customers
Fair value approximates the carrying amount as these borrowings are payable on demand and the interest rate adjusts monthly.
Borrowed Funds
Fair value estimates are based on discounting contractual cash flows using rates which approximate the rates offered for borrowings of similar remaining maturities.
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The book value and estimated fair value of the Bank’s significant financial instruments not recorded at fair value as of June 30, 2020 and December 31, 2019 are presented in the following tables (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using:
|
|
Book
Value
|
|
Level 1
Inputs
|
|
Level 2
Inputs
|
|
Level 3
Inputs
|
June 30, 2020
|
|
|
|
|
|
|
|
Financial Assets:
|
|
|
|
|
|
|
|
Cash and due from banks
|
$
|
721,049
|
|
|
$
|
721,049
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities held-to-maturity
|
867,959
|
|
|
—
|
|
|
893,577
|
|
|
2,320
|
|
Restricted equity investments
|
68,091
|
|
|
—
|
|
|
—
|
|
|
68,091
|
|
Loans receivable, net and loans held-for-sale
|
8,357,279
|
|
|
—
|
|
|
—
|
|
|
8,450,433
|
|
Financial Liabilities:
|
|
|
|
|
|
|
|
Deposits other than time deposits
|
7,321,783
|
|
|
—
|
|
|
7,321,783
|
|
|
—
|
|
Time deposits
|
1,645,971
|
|
|
—
|
|
|
1,665,244
|
|
|
—
|
|
Federal Home Loan Bank advances and other borrowings
|
590,232
|
|
|
—
|
|
|
620,651
|
|
|
—
|
|
Securities sold under agreements to repurchase with retail customers
|
152,821
|
|
|
152,821
|
|
|
—
|
|
|
—
|
|
December 31, 2019
|
|
|
|
|
|
|
|
Financial Assets:
|
|
|
|
|
|
|
|
Cash and due from banks
|
$
|
120,544
|
|
|
$
|
120,544
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities held-to-maturity
|
768,873
|
|
|
—
|
|
|
774,805
|
|
|
2,485
|
|
Restricted equity investments
|
62,356
|
|
|
—
|
|
|
—
|
|
|
62,356
|
|
Loans receivable, net and loans held-for-sale
|
6,207,680
|
|
|
—
|
|
|
—
|
|
|
6,173,237
|
|
Financial Liabilities:
|
|
|
|
|
|
|
|
Deposits other than time deposits
|
5,393,145
|
|
|
—
|
|
|
5,393,145
|
|
|
—
|
|
Time deposits
|
935,632
|
|
|
—
|
|
|
936,318
|
|
|
—
|
|
Federal Home Loan Bank advances and other borrowings
|
616,061
|
|
|
—
|
|
|
626,225
|
|
|
—
|
|
Securities sold under agreements to repurchase with retail customers
|
71,739
|
|
|
71,739
|
|
|
—
|
|
|
—
|
|
Limitations
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because a limited market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other significant unobservable inputs. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial assets or liabilities include premises and equipment, Bank Owned Life Insurance, deferred tax assets and goodwill. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 8. Derivatives, Hedging Activities and Other Financial Instruments
The Company enters into derivative financial instruments which involve, to varying degrees, interest rate, market and credit risk. The Company manages these risks as part of its asset and liability management process and through credit policies and procedures, seeking to minimize counterparty credit risk by establishing credit limits and collateral agreements. The Company utilizes certain derivative financial instruments to enhance its ability to manage interest rate risk that exists as part of its ongoing business operations. In general, the derivative transactions entered into by the Company fall into one of two types: an economic hedge of a derivative offering to Bank customers, or a cash flow hedge related to counter the cash variability of a recognized financial asset or liability. The Company does not use derivative financial instruments for trading purposes.
Customer Derivatives – Interest Rate Swaps
The Company enters into interest rate swaps that allow commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate loan into a fixed-rate loan. The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreement. The interest rate swaps with both the customers and third parties are not designated as hedges under FASB Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging, and are marked to market through earnings. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by FASB ASC Topic 820, Fair Value Measurements. The Company recognized gains of $46,000 and $349,000, respectively, in other income resulting from fair value adjustments for the three and six months ended June 30, 2020 as compared to losses of $141,000 and $195,000, respectively, during the three and six months ended June 30, 2019. The notional amount of derivatives not designated as hedging instruments was $615.6 million and $337.6 million at June 30, 2020 and December 31, 2019, respectively.
The table below presents the fair value of derivatives not designated as hedging instruments as well as their location on the consolidated statements of financial condition (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
Balance Sheet Location
|
|
June 30, 2020
|
|
December 31, 2019
|
Other assets
|
|
$
|
56,087
|
|
|
$
|
10,141
|
|
Other liabilities
|
|
56,306
|
|
|
10,708
|
|
Credit Risk-Related Contingent Features
The Company is a party to International Swaps and Derivatives Association agreements with third party broker-dealers that require a minimum dollar transfer amount upon a margin call. This requirement is dependent on certain specified credit measures. The amount of collateral posted with third parties was $58.3 million and $13.7 million at June 30, 2020 and December 31, 2019, respectively. The amount of collateral posted with third parties is deemed to be sufficient to collateralize both the fair market value change as well as any additional amounts that may be required as a result of a change in the specified credit measures. The aggregate fair value of all derivative financial instruments in a liability position with credit measure contingencies and entered into with third parties was $56.3 million and $10.7 million at June 30, 2020 and December 31, 2019, respectively.
Note 9. Leases
A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration.
The Company’s leases are comprised of real estate property for branches, ATM locations and office space with terms extending through 2050. The majority of the Company’s leases are classified as operating leases, which are required to be recognized on the consolidated statements of financial condition as a right-of-use (“ROU”) asset and a corresponding lease liability. The Company has one existing finance lease, which has a lease term through 2029.
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The following table represents the classification of the Company’s ROU assets and lease liabilities on the consolidated statements of financial condition (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
Lease ROU Assets
|
|
Classification
|
|
|
|
|
Operating lease ROU asset
|
|
Other assets
|
|
$
|
24,888
|
|
|
$
|
18,682
|
|
Finance lease ROU asset
|
|
Premises and equipment, net
|
|
1,454
|
|
|
1,534
|
|
Total Lease ROU Asset
|
|
|
|
$
|
26,342
|
|
|
$
|
20,216
|
|
|
|
|
|
|
|
|
Lease Liabilities
|
|
|
|
|
|
|
Operating lease liability
|
|
Other liabilities
|
|
$
|
25,227
|
|
|
$
|
18,893
|
|
Finance lease liability
|
|
Other borrowings
|
|
1,858
|
|
|
1,953
|
|
Total Lease Liability
|
|
|
|
$
|
27,085
|
|
|
$
|
20,846
|
|
The calculated amount of the ROU assets and lease liabilities are impacted by the lease term and the discount rate used to calculate the present value of the minimum lease payments. Lease agreements often include one or more options to renew the lease at the Company’s discretion. If the exercise of a renewal option is considered to be reasonably certain, the Company includes the extended term in the calculation of the ROU asset and lease liability. For the discount rate, the Company uses the rate implicit in the lease, provided the rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate, at lease inception, over a similar term. For operating leases existing prior to January 1, 2019, the Company used the incremental borrowing rate for the remaining lease term as of January 1, 2019. For the finance lease, the Company utilized its incremental borrowing rate at lease inception.
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
Weighted-Average Remaining Lease Term
|
|
|
|
|
Operating leases
|
|
7.79 years
|
|
|
9.69 years
|
|
Finance lease
|
|
9.10 years
|
|
|
9.60 years
|
|
Weighted-Average Discount Rate
|
|
|
|
|
Operating leases
|
|
3.03
|
%
|
|
3.45
|
%
|
Finance lease
|
|
5.63
|
%
|
|
5.63
|
%
|
The following table represents lease expenses and other lease information (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
June 30, 2020
|
|
June 30, 2019
|
|
June 30, 2020
|
|
June 30, 2019
|
Lease Expense
|
|
|
|
|
|
|
|
|
Operating Lease Expense
|
|
$
|
1,590
|
|
|
$
|
999
|
|
|
$
|
3,313
|
|
|
$
|
1,968
|
|
Finance Lease Expense:
|
|
|
|
|
|
|
|
|
Amortization of ROU assets
|
|
41
|
|
|
85
|
|
|
81
|
|
|
193
|
|
Interest on lease liabilities(1)
|
|
26
|
|
|
29
|
|
|
53
|
|
|
118
|
|
Total
|
|
$
|
1,657
|
|
|
$
|
1,113
|
|
|
$
|
3,447
|
|
|
$
|
2,279
|
|
|
|
|
|
|
|
|
|
|
Other Information
|
|
|
|
|
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
|
|
|
|
Operating cash flows from operating leases
|
|
$
|
1,404
|
|
|
$
|
931
|
|
|
$
|
3,052
|
|
|
$
|
1,865
|
|
Operating cash flows from finance leases
|
|
26
|
|
|
29
|
|
|
53
|
|
|
118
|
|
Financing cash flows from finance leases
|
|
47
|
|
|
44
|
|
|
94
|
|
|
171
|
|
|
|
(1)
|
Included in borrowed funds interest expense on the consolidated statements of income. All other costs are included in occupancy expense.
|
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Future minimum payments for the finance lease and operating leases with initial or remaining terms of one year or more as of June 30, 2020 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Finance Lease
|
|
Operating Leases
|
For the Twelve Months Ended June 30,
|
|
|
|
|
2021
|
|
$
|
295
|
|
|
$
|
6,069
|
|
2022
|
|
295
|
|
|
5,800
|
|
2023
|
|
295
|
|
|
3,462
|
|
2024
|
|
295
|
|
|
2,660
|
|
2025
|
|
295
|
|
|
2,409
|
|
Thereafter
|
|
795
|
|
|
8,628
|
|
Total
|
|
$
|
2,270
|
|
|
$
|
29,028
|
|
Less: Imputed Interest
|
|
(412
|
)
|
|
(3,801
|
)
|
Total Lease Liabilities
|
|
$
|
1,858
|
|
|
$
|
25,227
|
|