Cape Bancorp, Inc. (“Cape Bancorp” or the “Company”) (NASDAQ:CBNJ),
the parent company of Cape Bank (the “Bank”), announces its
operating results for the fourth quarter and year ended December
31, 2015.
Cape Bancorp reported net income of $1.9 million,
or $0.15 per common share and $0.15 per fully diluted share for the
quarter ended December 31, 2015, and $12.2 million, or $0.97 per
common share and $0.96 per fully diluted share, for the year ended
December 31, 2015. This compares to net income of $1.0 million, or
$0.09 per common and fully diluted share for the quarter ended
December 31, 2014, and $6.8 million, or $0.62 per common share and
$0.61 per fully diluted share for the year ended December 31,
2014.
On January 5, 2016, the Company entered into a
definitive agreement and plan of merger with OceanFirst Financial
Corp. (“OceanFirst”) pursuant to which Cape Bancorp will merge with
and into OceanFirst and Cape Bank will merge with and into
OceanFirst Bank. The transaction is expected to close in the summer
of 2016, subject to approval by the shareholders of each company,
receipt of all required regulatory approvals and fulfillment of
other customary closing conditions.
On January 18, 2016, the Board of Directors
declared a cash dividend of $0.10 per common share to shareholders
of record as of the close of business on February 1, 2016. The
dividend is expected to be paid on or about February 16, 2016.
Contributing to the operating results of the
comparative quarters and year-to-date were increases in net
interest income, non-interest income and non-interest expense
categories resulting from the acquisition of Colonial Financial
Services, Inc. and Colonial Bank, FSB (collectively, “Colonial”).
Set forth below are additional specific significant factors:
- The net interest margin was 3.37% for the three months ended
December 31, 2015 compared to 3.47% for the three months ended
December 31, 2014. The yield on interest-earning assets decreased
23 basis points to 3.79% for the quarter ended December 31, 2015
compared to 4.02% for the same quarter a year ago, while the cost
of interest-bearing liabilities decreased 16 basis points to 0.49%
for the quarter ended December 31, 2015 compared to 0.65% for the
2014 quarterly period. For the year ended December 31, 2015, the
net interest margin was 3.39%, a decrease of 19 basis points from
3.58% for the year ended December 31, 2014. The yield on
interest-earning assets decreased 26 basis points to 3.84% for the
year ended December 31, 2015 compared to 4.10% for the year ended
December 31, 2014, while the cost of interest-bearing liabilities
decreased 8 basis points to 0.53% for the year ended December 31,
2015 compared to 0.61% for the same period last year.
- There was no loan loss provision in the fourth quarter of 2015.
The loan loss provision totaled $534,000 for the fourth quarter of
2014. Loan charge-offs for the fourth quarter of 2015 totaled
$221,000 compared to loan charge-offs totaling $1.0 million for the
quarter ended December 31, 2014. For the year ended December 31,
2015, the loan loss provision totaled $2.7 million compared to $3.0
million for the year ended December 31, 2014. Loan charge-offs and
write-downs on loans transferred to held for sale totaled $2.4
million for the year ended December 31, 2015 compared to loan
charge-offs and write-downs on loans transferred to held for sale
totaling $3.3 million for the year ended December 31, 2014.
- In addition to increases in deposit related fee income
resulting from the Colonial acquisition, total service fee income
was enhanced by increases in commercial loan fee income. For the
three months ended December 31, 2015 and 2014, total service fee
income was $1.0 million and $798,000, respectively. For the years
ended December 31, 2015 and 2014, these fees totaled $4.1 million
and $2.9 million, respectively.
- For the year ended December 31, 2015, net gains on the sale of
loans totaled $68,000 compared to $432,000 for the year ended
December 31, 2014 primarily resulting from a decrease of $359,000
in net gains on the sale of Small Business Administration (“SBA”)
loans.
- Net gains on sales of investment securities totaled $34,000 for
the three months ended December 31, 2015, compared to net gains of
$197,000 for the three months ended December 31, 2014. Net gains on
sales of investment securities totaled $150,000 for the year ended
December 31, 2015 compared to net gains totaling $2.3 million for
the year ended December 31, 2014. As previously reported, in the
first quarter of 2014, the Company sold its remaining portion of
collateralized debt obligation securities (“CDOs”) with a book
value of zero, resulting in a $1.9 million gain.
- The year ended December 31, 2015 included net losses on the
sale of OREO totaling $297,000 compared to net losses on OREO sales
of $274,000 for the year ended December 31, 2014.
- Bargain purchase gain on the acquisition of Colonial totaled
$6.5 million for the year ended December 31, 2015 and is excluded
from taxable income. The fourth quarter reflected a net negative
adjustment totaling $267,000 resulting from adjustments to deferred
taxes on previously reported gains, net of adjustments relative to
credit marks (payoffs on loans, cash payments received and interest
fair value adjustments).
- Salaries and employee benefits for the three and twelve months
ended December 31, 2015 totaled $5.3 million and $19.1 million,
respectively, compared to $3.3 million and $13.9 million for the
three and twelve months ended December 31, 2014, respectively. The
increases in both the three and twelve month 2015 periods compared
to the 2014 periods are primarily attributable to higher
compensation costs resulting from increased staffing levels related
to the Colonial acquisition and the corresponding increases in
healthcare costs and incentive based compensation
programs.
- Professional services (legal and accounting) totaled $291,000
and $152,000 for the three months ended December 31, 2015 and 2014,
respectively. For the years ended December 31, 2015 and 2014, these
expenses totaled $1.1 million and $771,000,
respectively.
- Merger related expenses totaled $339,000 for the three months
ended December 31, 2015 compared to $386,000 for the three month
period of 2014. The fourth quarter of 2015 included legal and
advisory services for the recently announced merger with
OceanFirst, while the fourth quarter of 2014 primarily consisted of
legal and advisory services associated with the Colonial
acquisition. For the twelve months ended December 31, 2015,
merger related expenses totaled $2.3 million compared to $820,000
for the twelve months ended December 31, 2014. The increase for the
twelve month period in merger related expenses is primarily related
to the completion of the Colonial integration in early
2015.
- OREO expenses totaled $347,000 and $2.0 million for the three
and twelve months ended December 31, 2015, respectively, compared
to $854,000 and $1.5 million for the three and twelve months ended
December 31, 2014, respectively. The three months ended December
31, 2015 included fewer OREO write-downs, whereas the full year
2015 period included higher OREO write-downs.
Cape Bancorp’s total assets at December 31, 2015
totaled $1.602 billion, an increase of $522.0 million from the
December 31, 2014 level of $1.080 billion.
Total net loans increased $394.8 million from
$770.3 million at December 31, 2014 to $1.165 billion at December
31, 2015 primarily resulting from commercial loan growth in the
fourth quarter and the previously reported Colonial merger and loan
purchase. Commercial loans increased $284.2 million to $777.7
million at December 31, 2015 from $493.5 million at December 31,
2014, while residential mortgage loans increased $83.9 million to
$325.0 million at December 31, 2015 from $241.0 million at December
31, 2014 and consumer loans increased $27.2 million to $72.4
million at December 31, 2015 from $45.1 million at December 31,
2014. The allowance for loan losses increased $602,000 and totaled
0.85% of gross loans at December 31, 2015, compared to 1.20% at
December 31, 2014. Excluding the Colonial loans, for which there
was a credit mark taken on the date of acquisition, the allowance
represents 1.05% on the remainder of the portfolio at December 31,
2015. The allowance for loan losses totaled 148.70% of
non-performing loans at December 31, 2015 compared to 113.67% at
December 31, 2014. The Company’s adversely classified asset ratio
at December 31, 2015 was 10%, compared to 17% at December 31,
2014.
At December 31, 2015, the Company had $6.7 million
in non-performing loans, or 0.57% of total gross loans compared to
1.06% of total gross loans at December 31, 2014. Included in
non-performing loans are troubled debt restructurings totaling $1.1
million at December 31, 2015 and $819,000 at December 31, 2014.
Investment securities totaled $278.2 million at
December 31, 2015, an increase of $112.5 million, or 67.90%, from
the December 31, 2014 total of $165.7 million, primarily resulting
from the addition of the Colonial portfolio.
Other real estate owned (“OREO”) decreased $2.2
million from $5.3 million at December 31, 2014 to $3.1 million at
December 31, 2015, and consisted of thirteen commercial properties
and six residential properties (including five building lots) at
December 31, 2015.
At December 31, 2015, Cape Bancorp’s core
deposits totaled $1.017 billion which represented an increase of
$467.2 million, or 84.92%, from the December 31, 2014 level of
$550.1 million. Interest-bearing checking accounts increased $249.7
million, money market deposits increased $69.9 million, savings
accounts increased $75.8 million and non-interest bearing checking
accounts increased $71.8 million. Certificates of deposit totaled
$293.4 million, an increase of $48.5 million, or 19.78%, from the
December 31, 2014 total of $244.9 million. At September 30, 2015,
deposits totaled $1.313 billion compared to $797.1 million at
December 31, 2014, an increase of $516.3 million, or 64.78%,
primarily resulting from the Colonial acquisition.
Cape Bancorp’s total equity increased $27.5 million
to $168.4 million at December 31, 2015, from $140.9 million at
December 31, 2014, primarily from increases in common stock and
additional paid-in capital of $27.1 million resulting from the
Colonial acquisition, a net increase of $8.1 million in retained
earnings (net income less dividends declared), a decrease of
$727,000 in the accumulated other comprehensive income and an
increase in unearned ESOP shares totaling $426,000. These increases
were partially offset by a $7.4 decrease related to the Company’s
stock repurchase program. At December 31, 2015, Cape Bank’s
regulatory capital ratios continued to exceed the requirements for
well capitalized status.
CAPE BANCORP CONSOLIDATED |
SELECTED FINANCIAL DATA |
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended |
|
Three Months Ended |
|
|
12/31/2015 |
|
12/31/2014 |
|
12/31/2015 |
|
9/30/2015 |
|
12/31/2014 |
|
|
(dollars in thousands, except per share data) |
|
Statements of
Income Data: |
|
|
|
|
|
|
|
|
|
|
Interest income |
$ |
51,075 |
|
|
$ |
40,635 |
|
|
$ |
13,899 |
|
|
$ |
13,774 |
|
|
$ |
10,019 |
|
|
Interest expense |
|
6,023 |
|
|
|
5,208 |
|
|
|
1,539 |
|
|
|
1,554 |
|
|
|
1,377 |
|
|
Net interest income |
|
45,052 |
|
|
|
35,427 |
|
|
|
12,360 |
|
|
|
12,220 |
|
|
|
8,642 |
|
|
Provision for loan
losses |
|
2,675 |
|
|
|
3,014 |
|
|
|
- |
|
|
|
462 |
|
|
|
534 |
|
|
Net interest income after provision
for loan losses |
|
42,377 |
|
|
|
32,413 |
|
|
|
12,360 |
|
|
|
11,758 |
|
|
|
8,108 |
|
|
Non-interest
income |
|
12,476 |
|
|
|
6,651 |
|
|
|
1,239 |
|
|
|
2,328 |
|
|
|
1,199 |
|
|
Non-interest
expense |
|
39,059 |
|
|
|
28,027 |
|
|
|
10,221 |
|
|
|
9,577 |
|
|
|
7,584 |
|
|
Income (loss) before
income taxes |
|
15,794 |
|
|
|
11,037 |
|
|
|
3,378 |
|
|
|
4,509 |
|
|
|
1,723 |
|
|
Income tax expense
(benefit) |
|
3,639 |
|
|
|
4,253 |
|
|
|
1,480 |
|
|
|
1,414 |
|
|
|
702 |
|
|
Net income (loss) |
$ |
12,155 |
|
|
$ |
6,784 |
|
|
$ |
1,898 |
|
|
$ |
3,095 |
|
|
$ |
1,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings (loss)
per share(1) |
$ |
0.97 |
|
|
$ |
0.62 |
|
|
$ |
0.15 |
|
|
$ |
0.23 |
|
|
$ |
0.09 |
|
|
Basic Average shares
outstanding |
|
12,547,817 |
|
|
|
10,893,561 |
|
|
|
12,813,738 |
|
|
|
13,190,178 |
|
|
|
10,703,210 |
|
|
Diluted Earnings (loss)
per share(1) |
$ |
0.96 |
|
|
$ |
0.61 |
|
|
$ |
0.15 |
|
|
$ |
0.23 |
|
|
$ |
0.09 |
|
|
Diluted Average shares
outstanding |
|
12,718,451 |
|
|
|
11,015,015 |
|
|
|
13,085,440 |
|
|
|
13,433,314 |
|
|
|
10,794,397 |
|
|
Shares outstanding |
|
13,540,875 |
|
|
|
11,475,396 |
|
|
|
13,540,875 |
|
|
|
13,625,150 |
|
|
|
11,475,396 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements of
Condition Data (Period End): |
|
|
|
|
|
|
|
|
|
|
Investments |
$ |
278,239 |
|
|
$ |
165,712 |
|
|
$ |
278,239 |
|
|
$ |
276,010 |
|
|
$ |
165,712 |
|
|
Loans, net of
allowance |
$ |
1,165,044 |
|
|
$ |
770,289 |
|
|
$ |
1,165,044 |
|
|
$ |
1,115,338 |
|
|
$ |
770,289 |
|
|
Allowance for loan
losses |
$ |
9,989 |
|
|
$ |
9,387 |
|
|
$ |
9,989 |
|
|
$ |
10,012 |
|
|
$ |
9,387 |
|
|
Total assets |
$ |
1,601,985 |
|
|
$ |
1,079,894 |
|
|
$ |
1,601,985 |
|
|
$ |
1,563,241 |
|
|
$ |
1,079,894 |
|
|
Total deposits |
$ |
1,313,381 |
|
|
$ |
797,056 |
|
|
$ |
1,313,381 |
|
|
$ |
1,289,340 |
|
|
$ |
797,056 |
|
|
Total borrowings |
$ |
110,979 |
|
|
$ |
136,342 |
|
|
$ |
110,979 |
|
|
$ |
94,215 |
|
|
$ |
136,342 |
|
|
Total equity |
$ |
168,381 |
|
|
$ |
140,878 |
|
|
$ |
168,381 |
|
|
$ |
169,650 |
|
|
$ |
140,878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements of
Condition Data (Average Balance): |
|
|
|
|
|
|
|
|
|
|
Total interest-earning
assets |
$ |
1,459,391 |
|
|
$ |
990,959 |
|
|
$ |
1,454,913 |
|
|
$ |
1,437,280 |
|
|
$ |
988,310 |
|
|
Total interest-bearing
liabilities |
$ |
1,241,335 |
|
|
$ |
849,857 |
|
|
$ |
1,237,871 |
|
|
$ |
1,222,894 |
|
|
$ |
842,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Ratios: |
|
|
|
|
|
|
|
|
|
|
ROAA |
|
0.84 |
% |
|
|
0.62 |
% |
|
|
0.48 |
% |
|
|
0.78 |
% |
|
|
0.37 |
% |
|
ROAE |
|
7.37 |
% |
|
|
4.80 |
% |
|
|
4.44 |
% |
|
|
7.12 |
% |
|
|
2.87 |
% |
|
Yield on Earning
Assets |
|
3.84 |
% |
|
|
4.10 |
% |
|
|
3.79 |
% |
|
|
3.80 |
% |
|
|
4.02 |
% |
|
Cost of Interest
Bearing Liabilities |
|
0.53 |
% |
|
|
0.61 |
% |
|
|
0.49 |
% |
|
|
0.50 |
% |
|
|
0.65 |
% |
|
Net Interest
Margin |
|
3.39 |
% |
|
|
3.58 |
% |
|
|
3.37 |
% |
|
|
3.37 |
% |
|
|
3.47 |
% |
|
Efficiency Ratio |
|
69.11 |
% |
|
|
66.45 |
% |
|
|
70.08 |
% |
|
|
67.05 |
% |
|
|
67.89 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Capital
Ratios: |
|
|
|
|
|
|
|
|
|
|
Tier 1 Leverage
Ratio |
|
8.59 |
% |
|
|
9.94 |
% |
|
|
8.59 |
% |
|
|
8.87 |
% |
|
|
9.94 |
% |
|
Tier 1 Risk-Based
Capital Ratio |
|
11.06 |
% |
|
|
13.34 |
% |
|
|
11.06 |
% |
|
|
11.79 |
% |
|
|
13.34 |
% |
|
Common Equity Tier 1
Capital Ratio |
|
11.06 |
% |
|
N/A |
|
|
11.06 |
% |
|
|
11.79 |
% |
|
|
N/A |
|
|
Total Risk-Based
Capital Ratio |
|
11.91 |
% |
|
|
14.55 |
% |
|
|
11.91 |
% |
|
|
12.67 |
% |
|
|
14.55 |
% |
|
Tangible
equity/tangible assets |
|
9.09 |
% |
|
|
11.17 |
% |
|
|
9.09 |
% |
|
|
9.40 |
% |
|
|
11.17 |
% |
|
Book Value |
$ |
12.44 |
|
|
$ |
12.28 |
|
|
$ |
12.44 |
|
|
$ |
12.45 |
|
|
$ |
12.28 |
|
|
Tangible Book
Value |
$ |
10.59 |
|
|
$ |
10.28 |
|
|
$ |
10.59 |
|
|
$ |
10.61 |
|
|
$ |
10.28 |
|
|
Stock Price |
$ |
12.43 |
|
|
$ |
9.41 |
|
|
$ |
12.43 |
|
|
$ |
12.41 |
|
|
$ |
9.41 |
|
|
Price to Book
Value |
|
99.92 |
% |
|
|
76.63 |
% |
|
|
99.92 |
% |
|
|
99.68 |
% |
|
|
76.63 |
% |
|
Price to Tangible Book
Value |
|
117.37 |
% |
|
|
91.54 |
% |
|
|
117.37 |
% |
|
|
116.97 |
% |
|
|
91.54 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Quality
Ratios: |
|
|
|
|
|
|
|
|
|
|
Non-Performing Loans to
Total Gross Loans |
|
0.57 |
% |
|
|
1.06 |
% |
|
|
0.57 |
% |
|
|
0.84 |
% |
|
|
1.06 |
% |
|
Non-Performing Assets
to Total Assets |
|
0.61 |
% |
|
|
1.25 |
% |
|
|
0.61 |
% |
|
|
0.86 |
% |
|
|
1.25 |
% |
|
Allowance for Loan
Losses to Non-Performing Loans |
|
148.70 |
% |
|
|
113.67 |
% |
|
|
148.70 |
% |
|
|
105.99 |
% |
|
|
113.67 |
% |
|
Allowance for Loan
Losses to Total Gross Loans |
|
0.85 |
% |
|
|
1.20 |
% |
|
|
0.85 |
% |
|
|
0.89 |
% |
|
|
1.20 |
% |
|
Net Charge-Offs to
Average Loans |
|
0.20 |
% |
|
|
0.38 |
% |
|
|
0.01 |
% |
|
|
0.27 |
% |
|
|
0.48 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Earnings Per Share calculations use average outstanding shares
which include earned ESOP shares. |
|
|
|
Cape Bancorp, Inc. |
Delinquency Summary |
Period Ending: |
12/31/2015 |
|
9/30/2015 |
|
12/31/2014 |
|
|
Balances |
% total loans |
# Loans |
|
Balances |
% total loans |
# Loans |
|
Balances |
% total loans |
# Loans |
|
31-59 |
$ |
2,892,217 |
|
|
0.25 |
% |
|
36 |
|
|
$ |
2,676,809 |
|
|
0.24 |
% |
|
24 |
|
|
$ |
3,060,584 |
|
|
0.39 |
% |
|
16 |
|
|
60-89 |
|
1,085,500 |
|
|
0.09 |
% |
|
10 |
|
|
|
305,458 |
|
|
0.03 |
% |
|
5 |
|
|
|
837,482 |
|
|
0.11 |
% |
|
10 |
|
|
90+ |
|
3,526,729 |
|
|
0.30 |
% |
|
29 |
|
|
|
6,599,228 |
|
|
0.58 |
% |
|
32 |
|
|
|
7,858,962 |
|
|
1.01 |
% |
|
33 |
|
|
|
|
7,504,446 |
|
|
0.64 |
% |
|
75 |
|
|
|
9,581,495 |
|
|
0.85 |
% |
|
61 |
|
|
|
11,757,028 |
|
|
1.51 |
% |
|
59 |
|
|
Non-Accrual Other |
|
3,191,015 |
|
|
0.27 |
% |
|
13 |
|
|
|
2,846,447 |
|
|
0.25 |
% |
|
12 |
|
|
|
399,251 |
|
|
0.05 |
% |
|
2 |
|
|
Total Delinquency and Non-Accrual |
$ |
10,695,461 |
|
|
0.91 |
% |
|
88 |
|
|
$ |
12,427,942 |
|
|
1.10 |
% |
|
73 |
|
|
$ |
12,156,279 |
|
|
1.56 |
% |
|
61 |
|
|
Total Loans |
|
$ |
1,175,065,129 |
|
|
|
|
$ |
1,125,350,026 |
|
|
|
|
$ |
779,676,242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Days |
CML |
IL |
ML |
|
CML |
IL |
ML |
|
CML |
IL |
ML |
|
31-59 |
$ |
199,665 |
|
$ |
471,812 |
|
$ |
2,220,740 |
|
|
$ |
743,144 |
|
$ |
399,809 |
|
$ |
1,533,856 |
|
|
$ |
769,436 |
|
$ |
244,227 |
|
$ |
2,046,921 |
|
|
60-89 |
|
- |
|
|
154,073 |
|
|
931,427 |
|
|
|
- |
|
|
43,324 |
|
|
262,134 |
|
|
|
401,717 |
|
|
182,285 |
|
|
253,480 |
|
|
90+ |
|
399,609 |
|
|
459,590 |
|
|
2,667,530 |
|
|
|
3,497,982 |
|
|
424,956 |
|
|
2,676,290 |
|
|
|
6,627,702 |
|
|
400,434 |
|
|
830,826 |
|
|
|
|
599,274 |
|
|
1,085,475 |
|
|
5,819,697 |
|
|
|
4,241,126 |
|
|
868,089 |
|
|
4,472,280 |
|
|
|
7,798,855 |
|
|
826,946 |
|
|
3,131,227 |
|
|
Non-Accrual Other* |
|
2,409,417 |
|
|
- |
|
|
781,598 |
|
|
|
1,964,792 |
|
|
- |
|
|
881,655 |
|
|
|
399,251 |
|
|
|
|
Total Delinquency by Type |
$ |
3,008,691 |
|
$ |
1,085,475 |
|
$ |
6,601,295 |
|
|
$ |
6,205,918 |
|
$ |
868,089 |
|
$ |
5,353,935 |
|
|
$ |
8,198,106 |
|
$ |
826,946 |
|
$ |
3,131,227 |
|
|
Total Loans by Type |
$ |
777,730,610 |
|
$ |
72,374,516 |
|
$ |
324,960,003 |
|
|
$ |
716,513,908 |
|
$ |
73,287,856 |
|
$ |
335,548,262 |
|
|
$ |
493,515,529 |
|
$ |
45,146,974 |
|
$ |
241,013,739 |
|
|
% of Total Loans in Type |
|
0.39 |
% |
|
1.50 |
% |
|
2.03 |
% |
|
|
0.87 |
% |
|
1.18 |
% |
|
1.60 |
% |
|
|
1.66 |
% |
|
1.83 |
% |
|
1.30 |
% |
|
Total Delinquency and Non-Accrual |
|
$ |
10,695,461 |
|
|
0.91 |
% |
|
|
$ |
12,427,942 |
|
|
1.10 |
% |
|
|
$ |
12,156,279 |
|
|
1.56 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Non-Accrual Other means loans that are less than 90 days past due,
that are classified by management as non-performing. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For further information contact Michael D. Devlin, President and
Chief Executive Officer or Guy Hackney, Chief Financial Officer,
Cape Bancorp: (609) 465-5600.
Forward Looking Statements
This press release discusses primarily historical
information. However, certain statements contained herein are
“forward looking statements” within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such forward looking statements may be
identified by reference to a future period or periods, or by the
use of forward looking terminology, such as “may,” “will,”
”believe,” ”expect,” ”estimate,” “anticipate,” “continue,” or
similar terms or variations on those terms, or the negative of
those terms. Forward looking statements are subject to numerous
risks, as described in our SEC filings, and uncertainties,
including, but not limited to, those related to the economic
environment, particularly in the market areas in which the Company
operated, competitive products and pricing, fiscal and monetary
policies of the U.S. Government, changes in government regulations
affecting financial institutions, including regulatory fees and
capital requirements, changes in prevailing interest rates,
acquisitions and the integration of acquired businesses, credit
risk management, asset-liability management, the financial and
securities markets and the availability of and costs associated
with sources of liquidity.
The Company wishes to caution readers not to place
undue reliance on any such forward looking statements, which speak
only as of the date made. The Company wishes to advise readers that
the factors listed above could affect the Company’s financial
performance and could cause the Company’s actual results for future
periods to differ materially from any opinions or statements
expressed with respect to future periods in any current statements.
The Company does not undertake and specifically declines any
obligation to publicly release the results 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.
Further information on factors that could affect
Cape Bancorp’s financial results can be found in the filings listed
below with the Securities and Exchange Commission.
|
|
SEC Form |
Reported Period |
Date filed with SEC |
|
10K |
Year ended December 31, 2014 |
March 10, 2015 |
|
10Q |
Quarter ended March 31, 2015 |
May 5, 2015 |
|
10Q |
Quarter ended June 30, 2015 |
August 10, 2015 |
|
10Q |
Quarter ended September 30, 2015 |
November 5, 2015 |
Additional Information for Shareholders
This communication is being made in respect of the
proposed merger involving OceanFirst and Cape Bancorp. This
material is not a solicitation of any vote or approval of
OceanFirst’s or Cape Bancorp’s shareholders and is not a substitute
for the joint proxy statement/prospectus or any other documents
which OceanFirst and Cape Bancorp may send to their respective
shareholders in connection with the proposed merger. This
communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities.
In connection with the proposed merger,
OceanFirst intends to file a registration statement on Form
S-4 containing a joint proxy statement/prospectus and other
documents regarding the proposed merger with the
SEC. Before making any voting or investment decision,
the respective investors and shareholders of OceanFirst and Cape
Bancorp are urged to carefully read the entire joint proxy
statement/prospectus when it becomes available and any other
relevant documents filed by either company with the SEC, as well as
any amendments or supplements to those documents, because they will
contain important information
about OceanFirst, Cape Bancorp and the
proposed merger. Investors and security holders are also
urged to carefully review and consider each of OceanFirst’s and
Cape Bancorp’s public filings with the SEC, including but not
limited to their Annual Reports on Form 10-K, their proxy
statements, their Current Reports on Form 8-K and their Quarterly
Reports on Form 10-Q. When available, copies of the joint proxy
statement/prospectus will be mailed to the respective shareholders
of OceanFirst and Cape Bancorp. When available, copies of the joint
proxy statement/prospectus also may be obtained free of charge at
the SEC’s web site at http://www.sec.gov, or by directing
a request to OceanFirst Financial Corp., 975 Hooper Avenue, Toms
River, New Jersey 08753, Attn: Jill Apito Hewitt, Senior Vice
President and Investor Relations Officer or Cape Bancorp, Inc., 225
North Main Street, Cape May Court House, New Jersey 08210, Attn:
Michael D. Devlin.
Participants in the
Solicitation
OceanFirst, Cape Bancorp and certain of their
respective directors and executive officers, under the SEC’s rules,
may be deemed to be participants in the solicitation of proxies of
OceanFirst’s and Cape Bancorp’s shareholders in connection with the
proposed merger. Information about the directors and executive
officers of OceanFirst and their ownership of OceanFirst common
stock is set forth in the proxy statement for OceanFirst’s 2015
Annual Meeting of Shareholders, as filed with the SEC on Schedule
14A on March 27, 2015. Information about the directors and
executive officers of Cape Bancorp and their ownership of Cape
Bancorp’s common stock is set forth in the proxy statement for Cape
Bancorp’s 2015 Annual Meeting of Shareholders, as filed with the
SEC on Schedule 14A on March 24, 2015. Additional information
regarding the interests of those participants and other persons who
may be deemed participants in the solicitation of proxies of
OceanFirst’s and Cape Bancorp’s shareholders in connection with the
proposed merger may be obtained by reading the joint proxy
statement/prospectus regarding the proposed merger when it becomes
available. Free copies of this document may be obtained as
described in the preceding paragraph.
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