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): May 21, 2014

OCEANFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

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

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 7.01  REGULATION FD DISCLOSURE

OceanFirst Financial Corp. (the “Company”) is scheduled to make presentations to current and prospective investors. Attached as Exhibit 99.1 of this Form 8-K is a copy of the presentation which OceanFirst Financial Corp. will make available at these presentations and will post on its website at www.oceanfirst.com. This report is being furnished to the SEC and shall not be deemed “filed” for any purpose.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1 Text of written presentation which OceanFirst Financial Corp. intends to provide to current and prospective investors.

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: May 21, 2014

Exhibit Index

Exhibit	Description
99.1	Text of written presentation which OceanFirst Financial Corp. intends to provide to current and prospective investors.

EX-99.1

NASDAQ: OCFC

1

OceanFirst Financial Corp.

OceanFirst Financial Corp.

INVESTOR PRESENTATION

INVESTOR PRESENTATION

MAY  2014

MAY  2014

Exhibit 99.1

NASDAQ: OCFC

2

OceanFirst Financial Corp.

OceanFirst Financial Corp.

Forward Looking Statements:

This

presentation

contains

certain

forward-looking

statements

within

the

meaning

of

the

Private

Securities

Reform

Act

of

1995

which

are

based

on

certain

assumptions

and

describe

future

plans,

strategies

and

expectations

of

the

Company.

These

forward-looking

statements

are

generally

identified

by

use

of

the

words

"believe,"

"expect,"

"intend,"

"anticipate,"

"estimate,"

"project,"

"will,"

"should,"

"may,"

"view,"

"opportunity,"

"potential,"

or

similar

expressions

or

expressions

of

confidence

.

The

Company's

ability

to

predict

results

or

the

actual

effect

of

future

plans

or

strategies

is

inherently

uncertain.

Factors

which

could

have

a

material

adverse

effect

on

the

operations

of

the

Company

and

its

subsidiaries

include,

but

are

not

limited

to,

changes

in

interest

rates,

general

economic

conditions,

levels

of

unemployment

in

the

Bank’s

lending

area,

real

estate

market

values

in

the

Bank’s

lending

area,

future

natural

disasters

and

increases

to

flood

insurance

premiums,

the

level

of

prepayments

on

loans

and

mortgage-backed

securities,

legislative/

regulatory

changes,

monetary

and

fiscal

policies

of

the

U.S.

Government

including

policies

of

the

U.S.

Treasury

and

the

Board

of

Governors

of

the

Federal

Reserve

System,

the

quality

or

composition

of

the

loan

or

investment

portfolios,

demand

for

loan

products,

deposit

flows,

competition,

demand

for

financial

services

in

the

Company's

market

area

and

accounting

principles

and

guidelines.

These

risks

and

uncertainties

are

further

discussed

in

the

Company’s

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2013

and

should

be

considered

in

evaluating

forward-looking

statements

and

undue

reliance

should

not

be

placed

on

such

statements.

The

Company

does

not

undertake

-

and

specifically

disclaims

any

obligation

-

to

publicly

release

the

result

of

any

revisions

which

may

be

made

to

any

forward-looking

statements

to

reflect

events

or

circumstances

after

the

date

of

such

statements

or

to

reflect

the

occurrence

of

anticipated

or

unanticipated

events.

NASDAQ: OCFC

3

112 Years of Growth and Capital Management

112 Years of Growth and Capital Management

Founded

in

Point

Pleasant,

NJ,

in

1902,

OceanFirst

has

grown

from

a

small

one-town

savings

and

loan

to

a

full-service

community

bank

serving

the

Central

New

Jersey

Shore.

Rebuilt

capital

from

6.05%

to

9.47%

through

the

Great

Recession

with

retained

earnings

and

completion

of

a

follow-on

common

stock

offering

in

November

2009.

Demutualized

in

1996

and

over

the

ensuing

11

years

generated

value

for

shareholders,

largely through

the

successful

implementation

and

execution

of

our

community

bank

model,

and

the strategic

repurchase

of

62.4%

of

original

IPO

shares.

Since

late

2011

utilized

share

repurchases

to

again

strategically

redeploy

surplus

capital

until

growth

prospects

improved.

While

213,766

shares

remain

available

for

repurchase

under

current

authorization,

recent

growth

initiatives

have

yielded

positive

results

and

curtailed

repurchase

activity

although

the

Company

remains

opportunistic

in

the

market

place.

NASDAQ: OCFC

4

Community Bank serving the Central

Jersey Shore -

$2.3 billion in assets and

23 branch offices

Market Cap $289 million

Core deposits –

87.5%

of total deposits

Locally originated loan portfolio -

no

SNCs

Residential and commercial         

real estate mortgages

C&I loans and lines

Consumer equity loans and lines

Corporate Profile

Corporate Profile

Note:

See

Appendix

2

for

Market

Demographic

information.

!

(

Ocean

Burlington

Morris

Sussex

Atlantic

Salem

Warren

Monmouth

Hunterdon

Cumberland

Bergen

Mercer

Somerset

Middlesex

Gloucester

Camden

Passaic

Cape May

Essex

Union

Hudson

Philadelphia

New York

NASDAQ: OCFC

5

Experienced Executive Management Team

Experienced Executive Management Team

OceanFirst Bank ESOP 10.5%

Directors & Senior Executive Officers 9.8% (CEO 5.7%)

Director and Proxy Officer Stock Ownership Guidelines

OceanFirst Foundation 7.1%

As of the March 11, 2014 proxy

record date.

Name

Position

# of Years in

Banking

# of Years

at OCFC

John R. Garbarino

Chairman, Chief Executive Officer

43

43

Christopher D. Maher

President, Chief Operating Officer

26

1

Michael J. Fitzpatrick

Executive Vice President, Chief Financial Officer

32

21

Joseph R. Iantosca

Executive Vice President, Chief Administrative Officer

36

10

Joseph J. Lebel III

Executive Vice President, Chief Lending Officer

30

8

Substantial

insider

ownership

of

27.4%

–

aligned

with

shareholders’

interests

Succession

planning

affirmed

–

Christopher

D.

Maher

appointed

CEO

effective

January

1,

2015

NASDAQ: OCFC

6

Our Strategy

Our Strategy

Positioned as the leading Community Bank in attractive Central Jersey

Shore market –

developing the franchise, growing revenue and

creating additional value for shareholders

Strategically focused on revenue growth in commercial lending, wealth

management, and bankcard services

Guarding credit quality in ALL

business cycles

Growing diversified streams of non-interest income to decrease

reliance on Net Interest Margin (NIM)

On the watch for roll-up opportunities presented by local community

banks lacking the scale or desire to remain independent

NASDAQ: OCFC

7

Significant Primary Market Deposit Share

Significant Primary Market Deposit Share

Competing

Favorably

Against

Banking

Behemoths

# of

Dep. In Mkt.

Mkt. Shr.

Rank

Institution

Branches

($000)

(%)

Ocean County, NJ

1

TD Bank, National Association (Canada)

21

2,460,349

16.88

2

Hudson City Bancorp Inc. (NJ)

(1)

14

2,415,792

16.57

3

Wells Fargo Bank NA (CA)

26

2,315,657

15.89

4

OceanFirst Financial Corp. (NJ)

20

1,488,197

10.21

5

Banco Santander S.A. (Spain)

23

1,438,132

9.87

6

Bank of America Corp. (NC)

17

1,292,963

8.87

Total For Institutions In Market

192

14,577,615

Source:  FDIC Summary of Deposits, June 30, 2013

(1)

Pending acquisition by M&T Bank (NY)

NASDAQ: OCFC

Strategic Deposit Composition Transition

Strategic Deposit Composition Transition

8

NASDAQ: OCFC

9

Strategic Loan Composition Transition

Strategic Loan Composition Transition

NASDAQ: OCFC

10

Grew commercial loan portfolio by $27.5 million, 18.7%

annualized

Earnings per share of $0.28 resulting in a 8.7% ROE &

0.83% ROA

Net interest margin has stabilized at 3.36%, above the

historical average of 3.28%

Strong capital position –

tangible common equity of 9.5% of

assets

Announced that Christopher D. Maher will succeed John R.

Garbarino as CEO effective January 1, 2015

Highlights –

Highlights –

First Quarter 2014

First Quarter 2014

NASDAQ: OCFC

11

Stabilized NPL’s in a Diversified Portfolio

Stabilized NPL’s in a Diversified Portfolio

Data as of December 31, unless otherwise indicated.

(1)

Increase attributable to Superstorm Sandy.

Exposure

Primarily

in

Lower

Risk

Residential

NASDAQ: OCFC

12

Prudently Provisioning for Credit Costs

Prudently Provisioning for Credit Costs

$0

$1

$2

$3

$4

$5

$6

$7

$8

$9

$10

Net Charge-Offs

Provision for Loan Losses

(1)

Spike in charge-offs was due to a change in charge-off policy to recognize the charge-off when the loan is deemed

uncollectible rather than when the foreclosure process is complete.  The additional charge-off relating to the change in

policy through 2011 was $5.7 million, all of which had been previously specifically reserved.

(2)

Increase attributable to Superstorm Sandy.

12/31/09

12/31/10

12/31/11

(1)

12/31/12

(2)

12/31/13

3/31/14

(Annualized)

NASDAQ: OCFC

13

Net Interest Margin

Net Interest Margin

Stabilizing

Close

to

Historical

Levels

NASDAQ: OCFC

14

Diversified Streams of Non-Interest Income

Diversified Streams of Non-Interest Income

2011

0.00%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

0.80%

0.90%

1996

3/31/14 (Annualized)

Fees and Service Charges

Gain on Sale of Loans

BOLI

Other

BankCard Services

Investment Services

Wealth Management

Non-Interest Income excludes gain/loss from other real estate operations, gain on sale of equity securities and

provision for repurchased loans.

$2.5M

$16.1M

Targeted

Growth

Areas

NASDAQ: OCFC

15

Generating Consistent Attractive Returns

Generating Consistent Attractive Returns

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

2009

2010

2011

2012

2013

3/31/2014

(Annualized)

Return on Equity

Return on Assets

0.0%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

(1)

(1)

Excludes

after-tax

impact

of

$3.1

million

in

non-recurring

charges

related

to

strategic

advance

restructuring

and

branch

consolidation.

NASDAQ: OCFC

16

Prudently Managing Capital

Prudently Managing Capital

2011

$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

2011

2012

2013

Note:  Stock Repurchases –

$14.37 Average Cost per Share

Cash

Dividends

Stock Repurchases

NASDAQ: OCFC

17

Challenge Today is to Grow Revenue

Challenge Today is to Grow Revenue

Build Shareholder Value

Build Shareholder Value

Target

growth

within

existing

market

–

increasing

share

Commercial

loans

outstanding

has

experienced

double

digit

growth

rate

for

three

consecutive

quarters

Continuing Strategic Execution

FHLB Advances restructured in Q4

Rationalizing Branch Network and Residential Lending

Consolidated two overlapping branches in Q4; reinvesting to support revenue growth

Reducing residential lending origination expenses, reinvesting to support revenue growth

14 Denovos since 2000; opportunity for additional growth

Growing and diversifying non-interest income streams; reducing reliance on NIM

Assessing opportunistic roll-up of local community banks

Financial performance develops value proposition for shareholders and preserves the

right to remain independent

NASDAQ: OCFC

18

Why OCFC…?

Why OCFC…?

Fundamental franchise value –

superior market demographics

Well-established bank with a 112 year history in the market

Crisis tested management team

Sandy response and experience

Substantial insider ownership –

aligned with shareholders’

interests

Succession planning affirmed –

2014

Attractive deposit mix and market share

Conservative credit culture and profile

Solid financial performance –

developing shareholder value

Strong balance sheet and capital base

NASDAQ: OCFC

19

THANK YOU

THANK YOU

FOR YOUR INTEREST IN

FOR YOUR INTEREST IN

OCEANFIRST FINANCIAL CORP.

OCEANFIRST FINANCIAL CORP.

NASDAQ: OCFC

20

Superstorm Sandy Recovery

Superstorm Sandy Recovery

Providing Market Opportunity

Providing Market Opportunity

OceanFirst Loan Portfolio Performed Well

Damage Estimate ( FEMA 2012):

50,103 structures damaged were located in Monmouth and Ocean County

3,033 structures classified as major damage or totally destroyed

Multi-Year Recovery Horizon

4,307

Homes

demolished

in

Monmouth

and

Ocean

in

2013;

59%

of

all

homes

demolished

in

New

Jersey

Toms River Statistics

1,108 homes demolished in 2013 (of 30,235 Single Family Homes)

129 permits for $19.4 million issued in first quarter of 2014

OceanFirst Construction Lending*  (as of March 31, 2014)

$37.9 million in consumer originated/committed; $14.0 million undrawn

$58.0

million

in

commercial

originated/committed;

$30.5

million

undrawn

$17.7 million pipeline

* Construction lending has been driven by owner-occupied projects resulting from storm damage

APPENDIX 1

NASDAQ: OCFC

21

Market Demographics

Market Demographics

APPENDIX 2

Ocean

Monmouth

Middlesex

New Jersey

National

Number of Offices

20

5

1

% of OceanFirst Deposits

86.6

10.3

3.1

Market Rank

4

18

36

Market Share (%)

10.2

0.9

0.2

Population

577,000

635,000

816,000

Projected 2012-2017

Population Growth (%)

1.6

1.0

2.1

1.2

3.5

Median Household Income ($)

59,000

81,000

77,000

67,000

50,000

Projected 2012-2017 Median

Household Income Growth (%)

22.6

14.0

13.1

18.9

13.4

Deposit data as of June 30, 2013.

Demographic data as of December 31, 2012.

Source:  SNL Financial

NASDAQ: OCFC

22

Residential Real Estate  

Total Portfolio

$786.5 million

% of Total Loan Portfolio

49.1%

Average size of mortgage loans

$190,000

Interest-only loans 

$26.7 million

         - % of total 1-4 family loans

3.4%

         - Weighted average loan-to-value ratio (using original or most recent appraisal)

60%

Stated income loans 

$35.5 million

            - % of total 1-4 family loans

4.5%

Portfolio weighted average loan-to-value ratio (using original or most recent appraisal)

56%

         - Loans originated during 2014

61%

Portfolio average FICO score 

748

         - Loans originated during 2014

770

% of loans outside the New York/New Jersey market

3.9%

% of loans outside Ocean/Monmouth Counties

30.9%

% of loans exceeding agency conforming amounts

45.2%

% of loans for second homes

8.3%

APPENDIX 3

Residential Portfolio Metrics

Residential Portfolio Metrics

As of March 31, 2014, unless

otherwise noted.

NASDAQ: OCFC

23

APPENDIX 3

(Cont’d)

Commercial Portfolio Metrics

Commercial Portfolio Metrics

As of March 31, 2014.

(1)

Combined commercial relationships (excluding small business) total 413.

Commercial Real Estate (CRE)

Total portfolio                                                                                                                                                     $550.8 million

% of Total Loan Portfolio                                                                                                                                  34.4%

Average size of CRE loans                                                                                                                               $820,000

Largest CRE loan                                                                                                                                              $14.6 million

   (Secured by local university dormitory housing)

Current Pipeline                                                                                                                                                 $33.2 million

Weighted Average Yield                                                                                                                    4.54%

Weighted Average Repricing Term                                                                                                  5.7 years

Commercial Loans

Total portfolio                                                                                                                                                     $66.2 million

% of Total Loan Portfolio                                                                                                                                  4.1%

Average size of commercial loan                                                                                                                    $261,000

Largest commercial loan                                                                                                                                  $4.1 million

Current Pipeline                                                                                                                                                 $13.6 million

Weighted Average Yield                                                                                                                   3.16%

Weighted Average Repricing Term                                                                                                 1.5 years

(1)

(1)

NASDAQ: OCFC

Office, 31.5%

Commercial

Development, 8.0%

Shopping Center, 9.5%

Retail Store, 9.6%

Multi-Family, 2.5%

Miscellaneous, 19.1%

Land,

3.7%

Industrial/

Warehouse, 11.1%

Residential

Development, 5.0%

24

Commercial Portfolio Segmentation

Commercial Portfolio Segmentation

Real Estate

Investment, 37.0%

Arts/Entertainment/

Recreation, 7.7%

Other Services, 3.5%

Retail Trade, 3.0%

Public Administration,

6.4%

Miscellaneous, 6.1%

Manufacturing, 3.5%

Educational Services,

3.7%

Accommodations/

Food Services, 7.5%

Healthcare, 7.6%

Wholesale Trade, 5.2%

Construction, 8.8%

Total Commercial Loan Exposure

by Industry Classification

Real Estate Investment by

Property Classification

As of March 31, 2014.

APPENDIX 3

(Cont’d)

Diversified portfolio provides

protection against industry-

specific credit events.