8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 20, 2006

OCEANFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	0-27428	22-3412577
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employer Identification No.)

975 HOOPER AVENUE, TOMS RIVER, NEW JERSEY 08753

(Address of principal executive offices, including zip code)

(732)240-4500

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 140.13e-4(c))

ITEM 2.02 RESULTS OF OPERATION AND FINANCIAL CONDITION

On April 20, 2006, OceanFirst Financial Corp. (the “Company”) announced its financial results for the three months ended March 31, 2006. For more information, reference is made to the Company’s press release dated April 20, 2006, a copy of which is attached to this Report as Exhibit 99.1 and is furnished herewith.

ITEM 8.01 OTHER EVENTS

On April 20, 2006, the Company announced that the Company’s Board of Directors has declared a regular quarterly cash dividend on the Company’s outstanding common stock. The cash dividend will be in the amount of $0.20 per share and will be payable on May 12, 2006 to the stockholders of record at the close of business on April 28, 2006. For more information, reference is made to the Company’s press release dated April 20, 2006, a copy of which is attached to this Report as Exhibit 99.1 and is furnished herewith.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Not applicable.

(b) Not applicable.

(c) The following exhibits are filed herewith:

Exhibit 99.1 Press Release dated April 20, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OCEANFIRST FINANCIAL CORP.

/S/ Michael Fitzpatrick

Michael Fitzpatrick

Executive Vice President and

Chief Financial Officer

Dated: April 21, 2006

EX-99.1

EXHIBIT 99.1

Company:

Michael J. Fitzpatrick

Chief Financial Officer

OceanFirst Financial Corp.

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

Fax: (732)349-5070

email:Mfitzpatrick@oceanfirst.com

FOR IMMEDIATE RELEASE

OceanFirst Financial Corp.

ANNOUNCES QUARTERLY EARNINGS AND

CONTINUATION OF QUARTERLY DIVIDEND

TOMS RIVER, NEW JERSEY, April 20, 2006...OceanFirst Financial Corp. (NASDAQ:OCFC), the holding company for OceanFirst Bank, today announced diluted earnings per share of $.36 for the quarter ended March 31, 2006. The Company also announced that its Board of Directors declared a regular quarterly cash dividend of $.20 per share—covering the three month period ended March 31, 2006 —to be paid on May 12, 2006, to shareholders of record on April 28, 2006.

In making today’s announcement, John R. Garbarino, Chairman, President and Chief Executive Officer said, “On behalf of the Board of Directors I am pleased to announce our thirty-seventh consecutive quarterly cash dividend reflective of consistent delivery of solid earnings into our tenth year as a public company.”

Results of Operations

Net interest income for the three months ended March 31, 2006 amounted to $15.4 million, as compared to $15.2 million in the same prior year period, reflecting higher levels of interest-earning assets partly offset by a lower net interest margin. Average interest-earning assets increased by $104.5 million for the three months ended March 31, 2006 as compared to the same prior year period. The growth was concentrated in average loans receivable which grew $148.4 million, or 9.6%. The loan growth was funded by average interest-bearing deposits which grew $53.4 million, or 4.5% and by average borrowed funds which grew $41.2 million. The net interest margin decreased to 3.25% for the three months ended March 31, 2006 from 3.39% in the same prior year period. The yield on interest-earning assets increased to 5.87%, as compared to 5.43% for the same prior year period. The asset yield for the current quarter benefited from $463,000 of income relating to an equity investment. The comparable benefit for the prior year period was $443,000. The cost of interest-bearing liabilities increased to 2.87% for the three months ended March 31, 2006, as compared to 2.25% in the same prior year period.

Other income decreased to $4.4 million for the three months ended March 31, 2006 from $5.9 million in the same prior year period. For the three months ended March 31, 2006, the Company recorded a gain of $1.7 million on the sale of loans, as compared to a gain of $3.3 million in the same prior year period. Loans sold for the three month period ended March 31, 2006 decreased to $95.7 million from $160.8 million in the same prior year period. Most of the decline in sales volume occurred at the Company’s mortgage banking subsidiary, Columbia Home Loans, LLC. The decline experienced at Columbia is partly reflective of declines experienced industry-wide. Additionally, staff turnover in the wholesale alternative credit channel adversely affected sale volume. In light of continuing pressure on volume and margins,

Columbia implemented plans to consolidate lending channels to a more centralized platform designed to improve efficiency and reduce operating costs. The consolidation also adversely impacted the volume of loan sales.

Fees and service charges increased $165,000, or 7.6%, for the three months ended March 31, 2006, as compared to the same prior year period primarily related to fees from reverse mortgage loans, a new emphasis for the Company, as well as fees from private mortgage insurance.

Operating expenses amounted to $13.2 million for the three months ended March 31, 2006, as compared to $13.4 million for the corresponding prior year period. The decrease was in loan related costs for compensation and marketing.

Financial Condition

Loans receivable net, increased by $34.0 million, or 8.2% on an annualized basis, at March 31, 2006 as compared to December 31, 2005. Deposits increased to $1,372.9 million at March 31, 2006 from $1,356.6 million at December 31, 2005.

Stockholders’ equity decreased by $3.0 million to $135.8 million at March 31, 2006, as compared to $138.8 million at December 31, 2005. For the quarter, 276,298 common shares were repurchased at a total cost of $6.5 million. Under the 10% repurchase program authorized by the Board of Directors in October 2005, 419,386 shares remain to be purchased as of March 31, 2006. The cost of share repurchases was partly offset by net income, proceeds from stock option exercises and related tax benefit, and Employee Stock Ownership Plan amortization.

Asset Quality

The Company’s non-performing assets totaled $1.9 million at March 31, 2006 unchanged as compared to December 31, 2005. For the quarter ended March 31, 2006 the Company realized a net loan recovery of $4,000.

OceanFirst Financial Corp.’s subsidiary, OceanFirst Bank, founded in 1902, is a federally-chartered stock savings bank with $2.0 billion in assets and eighteen branches located in Ocean, Monmouth and Middlesex counties, New Jersey. The Bank is the largest and oldest community-based financial institution headquartered in Ocean County, New Jersey.

OceanFirst Financial Corp.’s press releases are available at no charge by visiting us on the worldwide web at http://www.oceanfirst.com.

Forward-Looking Statements

This news release contains certain forward-looking statements which are based on certain assumptions and describe future plans, strategies and expectations of the Company. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and the subsidiaries include, but are not limited to, changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area and accounting principles and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company does not undertake – and specifically disclaims any obligation – to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

OceanFirst Financial Corp.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(dollars in thousands, except per share amounts)

	March 31, 2006			December 31, 2005			March 31, 2005
	(Unaudited)						(Unaudited)
ASSETS
Cash and due from banks	$	24,010		$	31,108		$	44,575
Investment securities available for sale		83,978			83,861			85,616
Federal Home Loan Bank of New York stock, at cost		22,279			21,792			20,650
Mortgage-backed securities available for sale		80,333			85,025			115,599
Loans receivable, net		1,688,525			1,654,544			1,507,193
Mortgage loans held for sale		31,031			32,044			40,736
Interest and dividends receivable		7,374			7,089			6,261
Real estate owned, net		245			278			288
Premises and equipment, net		16,345			16,118			16,058
Servicing asset		9,578			9,730			9,105
Bank Owned Life Insurance		36,271			36,002			35,263
Intangible Assets		1,246			1,272			1,350
Other assets		7,282			6,494			7,225
Total assets	$	2,008,497		$	1,985,357		$	1,889,919
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits	$	1,372,928		$	1,356,568		$	1,298,209
Securities sold under agreements to repurchase with retail customers		50,972			54,289			49,194
Securities sold under agreements to repurchase with the Federal Home Loan Bank		44,000			59,000			101,000
Federal Home Loan Bank advances		380,000			354,900			284,000
Subordinated debenture and other borrowings		5,800			5,000			—
Advances by borrowers for taxes and insurance		8,868			7,699			8,026
Other liabilities		10,093			9,117			14,846
Total liabilities		1,872,661			1,846,573			1,755,275
Stockholders’ equity:
Preferred stock, $.01 par value, 5,000,000 shares authorized, no shares issued		—			—			—
Common stock, $.01 par value, 55,000,000 shares authorized, 27,177,372 shares issued and 12,494,153, 12,698,505, and 12,831,281 shares outstanding at March 31, 2006, December 31, 2005 and March 31, 2005, respectively		272			272			272
Additional paid-in capital		198,439			197,621			194,660
Retained earnings		166,139			164,613			159,454
Accumulated other comprehensive loss		(1,476	)		(1,223	)		(1,547	)
Less: Unallocated common stock held by Employee Stock Ownership Plan		(7,196	)		(7,472	)		(8,357	)
Treasury stock, 14,683,219, 14,478,867 and 14,346,091 shares at March 31, 2006, December 31, 2005 and March 31, 2005, respectively		(220,342	)		(215,027	)		(209,838	)
Common stock acquired by Deferred Compensation Plan		1,495			1,383			1,341
Deferred Compensation Plan Liability		(1,495	)		(1,383	)		(1,341	)
Total stockholders’ equity		135,836			138,784			134,644
Total liabilities and stockholders’ equity	$	2,008,497		$	1,985,357		$	1,889,919

OceanFirst Financial Corp.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

	For the three months ended March 31,
	2006		2005
	(Unaudited)
Interest income:
Loans	$	25,019	$	21,773
Mortgage-backed securities		874		1,094
Investment securities and other		1,893		1,454
Total interest income		27,786		24,321
Interest expense:
Deposits		7,080		4,692
Borrowed funds		5,289		4,452
Total interest expense		12,369		9,144
Net interest income		15,417		15,177
Provision for loan losses		50		50
Net interest income after provision for loan losses		15,367		15,127
Other income:
Loan servicing income		126		41
Fees and service charges		2,347		2,182
Net gain on sales of loans and securities available for sale		1,680		3,340
Income from Bank Owned Life Insurance		268		273
Other		6		37
Total other income		4,427		5,873
Operating expenses:
Compensation and employee benefits		7,378		7,529
Occupancy		1,184		1,069
Equipment		626		634
Marketing		307		698
Federal deposit insurance		134		125
Data processing		906		783
General and administrative		2,641		2,531
Total operating expenses		13,176		13,369
Income before provision for income taxes		6,618		7,631
Provision for income taxes		2,304		2,685
Net income	$	4,314	$	4,946
Basic earnings per share	$	0.37	$	0.41
Diluted earnings per share	$	0.36	$	0.40
Average basic shares outstanding		11,721		11,971
Average diluted shares outstanding		12,107		12,468
Cash earnings (1)	$	5,026	$	5,697
Diluted cash earnings per share	$	0.42	$	0.46

(1) Cash earnings are determined by adding (net of taxes) to reported earnings the non-cash expenses stemming from the amortization and appreciation of allocated shares in the company’s stock-related benefit plans and the amortization of intangible assets.

OceanFirst Financial Corp.

SELECTED CONSOLIDATED FINANCIAL DATA

(in thousands, except per share amounts)

	At March 31, 2006			At December 31, 2005			At March 31, 2005
STOCKHOLDERS’ EQUITY
Stockholders’ equity to total assets		6.76	%		6.99	%		7.12	%
Common shares outstanding (in thousands)		12,494			12,699			12,831
Stockholders’ equity per common share	$	10.87		$	10.93		$	10.49
Tangible stockholders’ equity per common share		10.77			10.83			10.39
ASSET QUALITY
Allowance for loan losses	$	10,515		$	10,460		$	10,735
Nonperforming loans		1,612			1,595			2,736
Nonperforming assets		1,857			1,873			3,024
Allowance for loan losses as a percent of total loans receivable		0.61	%		0.62	%		0.69	%
Allowance for loan losses as a percent of nonperforming loans		652.30			655.80			392.36
Nonperforming loans as a percent of total loans receivable		0.09			0.09			0.18
Nonperforming assets as a percent of total assets		0.09			0.09			0.16

	For the three months ended March 31,
	2006		2005
PERFORMANCE RATIOS (ANNUALIZED)
Return on average assets	0.87	%	1.05	%
Return on average stockholders’ equity	12.63		14.50
Interest rate spread	3.00		3.18
Interest rate margin	3.25		3.39
Operating expenses to average assets	2.65		2.83
Efficiency ratio	66.40		63.51

CASH EARNINGS

Although reported earnings and return on stockholders’ equity are traditional measures of performance, the Company believes that the change in stockholders’ equity or “cash earnings,” and related return measures are also a significant measure of a company’s performance. Cash earnings exclude the effects of various non-cash expenses, such as the employee stock plans amortization expense and related tax benefit, as well as the amortization of intangible assets. The following table reconciles the Company’s net income with cash earnings. The table is a pro forma calculation which is not in accordance with GAAP.

	For the three months ended March 31,
	2006			2005
Net income	$	4,314		$	4,946
Add: Employee stock plans amortization expense		801			845
Amortization of intangible assets		26			26
Less: Tax benefit (1)		(115	)		(120	)
Cash earnings	$	5,026		$	5,697
Basic cash earnings per share	$	0.43		$	0.48
Diluted cash earnings per share	$	0.42		$	0.46

⁽¹⁾ The Company does not receive any tax benefit for that portion of employee stock plan amortization expense relating to the ESOP fair market value adjustment.

OceanFirst Financial Corp.

SELECTED LOAN AND DEPOSIT DATA

(in thousands)

LOANS RECEIVABLE

	At March 31, 2006			At December 31, 2005
Real estate:
One- to four-family	$	1,215,885		$	1,187,226
Commercial real estate, multi- family and land		275,293			281,585
Construction		21,194			22,739
Consumer		156,861			146,911
Commercial		62,763			61,637
Total loans		1,731,996			1,700,098
Loans in process		(6,706	)		(7,646	)
Deferred origination costs, net		4,781			4,596
Allowance for loan losses		(10,515	)		(10,460	)
Total loans, net		1,719,556			1,686,588
Less: mortgage loans held for sale		31,031			32,044
Loans receivable, net	$	1,688,525		$	1,654,544
Mortgage loans serviced for others	$	908,627		$	910,272
Loan pipeline		277,659			293,934
	For the three months ended March 31,
	2006			2005
Loan originations	$	237,992		$	274,425
Loans sold		95,735			160,771
Net charge-offs (recovery)		(4	)		3
DEPOSITS
	At March 31, 2006			At December 31, 2005
Type of Account
Non-interest bearing	$	119,653		$	120,188
Interest-bearing checking		382,610			381,787
Money market deposit		127,596			125,169
Savings		233,599			242,689
Time deposits		509,470			486,735
	$	1,372,928		$	1,356,568

OceanFirst Financial Corp.

ANALYSIS OF NET INTEREST INCOME

	FOR THE QUARTER ENDED MARCH 31
	2006						2005
	AVERAGE BALANCE		INTEREST		AVERAGE YIELD/ COST		AVERAGE BALANCE		INTEREST		AVERAGE YIELD/ COST
	(Dollars in thousands)
Assets
Interest-earnings assets:
Interest-earning deposits and short-term investments	$	8,174	$	90	4.40	%	$	15,811	$	96	2.43	%
Investment securities (1)		84,637		1,537	7.26			85,942		1,191	5.54
FHLB stock		22,478		266	4.73			20,377		167	3.28
Mortgage-backed securities (1)		84,234		874	4.15			121,217		1,094	3.61
Loans receivable, net (2)		1,695,108		25,019	5.90			1,546,749		21,773	5.63
Total interest-earning assets		1,894,631		27,786	5.87			1,790,096		24,321	5.43
Non-interest-earning assets		94,326						101,503
Total assets	$	1,988,957					$	1,891,599
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Transaction deposits	$	740,520		2,712	1.46		$	723,493		1,576	0.87
Time deposits		498,543		4,368	3.50			462,209		3,116	2.70
Total		1,239,063		7,080	2.29			1,185,702		4,692	1.58
Borrowed funds		483,994		5,289	4.37			442,815		4,452	4.02
Total interest-bearing liabilities		1,723,057		12,369	2.87			1,628,517		9,144	2.25
Non-interest-bearing deposits		117,958						109,120
Non-interest-bearing liabilities		11,332						17,541
Total liabilities		1,852,347						1,755,178
Stockholders’ equity		136,610						136,421
Total liabilities and stockholders’ equity	$	1,988,957					$	1,891,599
Net interest income			$	15,417					$	15,177
Net interest rate spread (3)					3.00	%					3.18	%
Net interest margin (4)					3.25	%					3.39	%

(1) Amounts are recorded at average amortized cost.

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

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

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