SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 2007
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from _______________ to ______________________
Commission File Number 001-33223
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A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Oritani Savings Bank Employees Savings & Profit Sharing Plan and Trust
B: Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Oritani Financial Corp.
370 Pascack Road
Township of Washington, New Jersey 07676
REQUIRED INFORMATION
Oritani Savings Bank Employees Savings & Profit Sharing Plan and Trust (the
"Plan") is subject to the Employee Retirement Income Security Act of 1974
("ERISA"). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the
following financial statements and schedules have been prepared in accordance
with the financial reporting requirements of ERISA.
The following financial statements, schedules and exhibits are filed as a part
of this Annual Report on Form 11-K.
Page
Number
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(a) Financial Statements of the Plan
Report of Independent Registered Public Accounting Firm 1
Statements of Net Assets Available for Plan Benefits as of
December 31, 2007 and 2006 2
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 2007 3
Notes to Financial Statements 4
(b) Schedule *
Schedule of Assets Held for Investment Purposes - Schedule H, Line 4i
as of December 31, 2007 8
* Other schedules required by Section 2520.103-10 of the Department of
Labor Rules and Regulations for Reporting and Disclosure under ERISA have
been omitted because they are not applicable.
(c) Signature 9
[Logo of WithumSmith+Brown]
465 South Street, Suite 200
Morristown, NJ 07960
Report of Independent Registered Public Accounting Firm
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To the Plan Administrator and Participants
Oritani Savings Bank Employees Savings & Profit Sharing Plan:
We have audited the accompanying statements of net assets available for plan
benefits of Oritani Savings Bank Employees Savings & Profit Sharing Plan and
Trust (the "Plan") as of December 31, 2007 and 2006, and the related statement
of changes in net assets available for plan benefits for the year ended December
31, 2007. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of Oritani
Savings Bank Employees Savings & Profit Sharing Plan and Trust as of December
31, 2007 and 2006, and the changes in its net assets available for plan benefits
for the year ended December 31, 2007, in conformity with accounting principles
generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is presented only for the purpose of additional analysis and is
not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ WithumSmith+Brown, P.C.
June 27, 2008
1
Oritani Savings Bank Employees Savings & Profit Sharing Plan and Trust
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
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2007 2006
Assets
Investments, at fair value
Cash and cash equivalents $ 145,402 $ 1,924,877
Interest in common/collective trusts 3,253,395 2,303,332
Mutual funds 3,727 229
Oritani Financial Corp. Stock Fund 1,641,730 -
Participant loans 55,155 35,183
------------ -------------
5,099,409 4,263,621
Contributions receivable:
Employer 15,584 22,682
Employee 41,539 66,940
------------ -------------
57,123 89,622
Other receivables 254 7,761
------------ -------------
5,156,786 4,361,004
Administrative payables 674 2,798
------------ -------------
Net assets available for benefits $ 5,156,112 $ 4,358,206
============ =============
The Notes to Financial Statements are an integral part of these statements.
2
Oritani Savings Bank Employees Savings & Profit Sharing Plan and Trust
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2007
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Additions
Investment income
Net appreciation in fair value of investments $ 476,830
Interest and dividend income 14,996
-------------
Net investment income 491,826
Contributions
Employer 126,083
Participant 407,917
-------------
534,000
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Total additions 1,025,826
-------------
Deductions
Participant distributions 195,574
Administrative expenses 32,346
-------------
Total deductions 227,920
-------------
Net increase in net assets 797,906
Net assets available for plan benefits, beginning of the year 4,358,206
-------------
Net assets available for plan benefits, end of the year $ 5,156,112
=============
The Notes to Financial Statements are an integral part of these statements.
3
Oritani Savings Bank Employees Savings & Profit Sharing Plan and Trust
Notes to Financial Statements
December 31, 2007 and 2006
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1. Description of Plan
The following description is provided for general information summary
purposes. Participants of the Oritani Savings Bank Employees Savings &
Profit Sharing Plan and Trust (the "Plan") should refer to the Summary
Plan document for more detailed and complete description of the plan
provisions.
General
The Plan is a defined contribution employee savings plan covering all
eligible employees of Oritani Savings Bank (the "Bank"). The Plan is
subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA").
Contributions
Participating employees with one or more years of credit service are
entitled to contribute to the Plan up to 50% (subject to certain IRS
limitations) of their compensation, as defined in the Plan.
The Bank matches up to 50% of the participants before tax
contributions, up to 6% of compensation.
Vesting
Plan participants are 100% vested in the account balance attributable
to their voluntary contributions, as well as employer matching
contributions, including related earnings therein.
Administrative Expenses
Trustee, professional and consulting fees are paid by the Plan.
Payment of Benefits
Upon termination of employment, a participant may leave their account
with the Plan and defer commencement of receipt of their vested balance
until April 1 of the calendar year following the calendar year in which
they attain age 701/2, except to the extent that their vested account
balance as of the date of termination is less than $500.00; in which
case interest in the Plan will be cashed out and payment forwarded to
them. On termination of service due to death, the value of the entire
account will be payable to the participant's beneficiary in the form of
a lump sum payment, annual installments, or rollover to an individual
retirement account or another qualified plan for a surviving spouse.
For termination of service due to disability, a participant is entitled
to the same withdrawal rights as if they had terminated their
employment.
Participant Loans
Eligible participants may borrow from $1,000 up to the lesser of (1)
fifty percent (50%) of the value of the employee vested account or (2)
$50,000 reduced by the largest outstanding loan balance during the past
12 months. The rate of interest for the term of the loan will be
established as of the loan date, and is a reasonable rate of interest
generally comparable to the rates of interest then in effect at a major
banking institution (e.g., Barron's Prime Rate (base rate) plus 1%).
Distributions
During employment, a participant may make withdrawals of amounts
applicable to employee and vested employer contributions, subject to
certain restrictions, as defined. Participants are entitled to withdraw
funds upon attaining age 59 1/2 or for financial hardship before that
age. Participants may qualify for financial hardship withdrawals if
they have an immediate and substantial financial need, as defined by
the Plan document. Participants are limited to one withdrawal in any
calendar year.
4
Oritani Savings Bank Employees Savings & Profit Sharing Plan and Trust
Notes to Financial Statements
December 31, 2007 and 2006
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2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared using the accrual
method of accounting.
Payment of Benefits
Amounts paid to participants are recorded upon distribution.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
the plan administrator to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly, actual results
may differ from those estimates.
Investment Valuation and Income Recognition
Investments in securities are valued at the fair market value on the
last business day of the year based on quoted market rates from
national stock exchanges. Participant loan receivable are valued at
cost, which approximates fair value. Purchases and sales of securities
are recorded on a trade-date basis. Interest income is recorded on the
accrual basis. Dividends are recorded on the ex-dividend date.
Risks and Uncertainties
The Plan invests in various mutual funds and are exposed to various
risks such as interest rate, market and credit risks. Due to the level
of risk associated with certain investments, it is at least reasonably
possible that changes in the values of the investments will occur in
the near term and that such changes could materially affect
participants' account balances and the amounts reported in the
Statements of Net Assets Available for Plan Benefits.
The investment in Oritani Financial Corp. stock fund is subject to
various risks, including concentration risk, and is determined by the
performance of Oritani Financial Corp. common stock. The market price
of Oritani Financial Corp. common stock is dependent on a number of
factors, including the financial condition and profitability of Oritani
Financial Corp. and Oritani Savings Bank. In addition, the market price
for Oritani Financial Corp. common stock may be affected by general
market conditions, market interest rates, the market for financial
institutions, merger and takeover transactions, the presence of
professional and other investors who purchase stock on speculation, as
well as unforeseen events not necessarily within the control of
management or the board of directors of Oritani Financial Corp. and
Oritani Savings Bank.
Effects of New Accounting Pronouncements
In September 2006, the FASB issued Statement No. 157, Fair value
Measurement ("FAS 157"). This statement defines fair value, establishes
a framework for measuring fair value and expands disclosures about fair
value measurements. FAS 157 is effective for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years.
The Plan is currently evaluating the statement's impact on its
financial statements.
In February 2007, the FASB issued Statement No. 159, The Fair Value
Option for Financial Assets and Liabilities - including an amendment of
FASB Statement No.115 ("FAS 159"). This statement permits entities to
choose to measure many financial instruments and certain other items at
fair value at specified election dates and is expected to expand the
use of fair value measurement. FAS 159 is effective for fiscal years
beginning after November 15, 2007. The Plan is currently evaluating the
statement's impact on its financial statements.
The Plan is not aware of other new accounting standards that were
required to be adopted in 2007, or yet to be adopted, that would impact
the Plan's 2007 or prospective financial statements.
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Oritani Savings Bank Employees Savings & Profit Sharing Plan and Trust
Notes to Financial Statements
December 31, 2007 and 2006
--------------------------------------------------------------------------------
3. Investments
The following presents investments at December 31 that represented 5%
or more of the Plan's net assets:
2007 2006
Oritani Financial Corp. Stock Fund $ 1,641,730 $ *
Pentegra Stable Value Fund 510,334 426,894
SSgA S&P 500 Flagship Securities LSF 1,256,300 1,004,339
SSgA Midcap Index Securities 524,335 324,899
Collective Short Term Investment Fund * 1,823,440
*represents less than 5% of Plan assets
For the year ended December 31, 2007, the Plan's investments (including
gains and losses on investments bought and sold, as well as held during
the year) appreciated in value by $476,830. The appreciation, by
investment category, is as follows:
Oritani Financial Corp. Stock Fund $ 61,474
Common/collective trusts $ 415,356
For the year ended December 31, 2007, investment and advisory expenses
were $32,346.
Investment in Guaranteed Investment Contracts
The Plan's investment in the Pentegra Stable Return Fund is stated at
fair value, which also approximates contract value. As of December 31,
2007, the Company evaluated the provisions of the Financial Accounting
Standards Board Staff Position AAG INV-1 and SOP 94-4-1: reporting of
Fully Benefit-Responsive Investment Contracts Held by Certain
Investment Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans ("FSP"). The
FSP clarifies the definition of fully benefit-responsive investment
contracts for contracts held by defined contribution plans along with
the financial statement presentation and disclosure of such contracts.
In evaluating the provisions of this FSP, there was no significant
accounting impact to the Plan's 2007 financial statements since the
fair value of such investments approximate the contract values.
Investment Options
A participant can elect to invest amounts credited to their account in
any of the following investment funds: Pentegra Stable Value Fund, SSgA
Aggressive Strategic Balanced Securities LSF, SSgA Conservative
Strategic Balanced Securities LSF, SSgA Daily EAFE Index Securities
LSF, SSgA Growth Index Securities LSF, SSgA Long U.S. Treasury Index
Securities LSF, SSgA Moderate Strategic Balanced Securities LSF, SSgA
NASDAQ 100 Index Securities NLSF, SSgA REIT Index Securities NLSF, SSgA
Russell 2000 Index Securities LSF, SSgA S&P 500 Flagship Securities
LSF, SSgA S&P Midcap Index Securities LSF, SSgA Value Index Securities
LSF, SSgA Aggregate Bond Fund and Oritani Financial Corp. Stock Fund
6
Oritani Savings Bank Employees Savings & Profit Sharing Plan and Trust
Notes to Financial Statements
December 31, 2007 and 2006
--------------------------------------------------------------------------------
4. Tax Status
The Plan has received determination letter from the Internal Revenue
Service dated January 31, 2006, stating that the written form of the
underlying prototype plan document is qualified under Section 401(b) of
the Internal Revenue Code (the Code), that any employer adopting this
form of the Plan will be considered to have a plan qualified under
Section 401(a) of the Code. Therefore, the related trust is exempt from
taxation. Once qualified, the Plan is required to operate in conformity
with the Code to maintain its qualification. The Plan administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is
qualified and the related trust is tax-exempt.
5. Plan Termination
The Plan Sponsor has not expressed any intention to discontinue the
Plan, however, it has the right under the Plan to terminate or
discontinue employee contributions to the Plan subject to the
provisions of ERISA. In the event of plan termination, plan
participants will become 100% vested in their Company contribution
accounts and are entitled to full distribution of such amounts.
6. Related Party Transactions
Certain Plan investments are shares of mutual funds managed by Bank of
New York who serves as the Trustee, as defined, of the Plan.
Accordingly, these transactions qualify as party-in-interest
transactions.
7. Reconciliation to Form 5500
Differences between the financial statements and the Form 5500 relates
to the Trustee reporting Plan activity on the cash basis (versus
accrual basis) for Form 5500. The following is a reconciliation of net
assets available for benefits and contributions as of December 31,
2006:
Net assets available for benefits as
disclosed in the financial statements $ 4,358,206
Contributions receivable (89,622)
-----------
Net assets available for plan benefits as
disclosed in Form 5500, Schedule H $ 4,268,584
============
7
Oritani Savings Bank Employees Savings & Profit Sharing Plan and Trust
Schedule H, Part IV - Line 4i
Schedule of Assets Held at End of Year
ID# 22-1174955; Plan# 001
December 31, 2007
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(c) Description of
Investment Including
Maturity Date, Rate
(b) Identity of Issuer, Borrower of Interest, Collateral, (e) Current
*(a) Lessor or Similar Party Par, or Maturity Value (d) Cost ** Value
------ ---------------------------------------------------------- --------------------------- ----------------- ----------------
Cash and Cash Equivalents
-------------------------
Collective Short Term Investment Fund 52,844 shares ** $ 52,844
SSgA U.S. Government Money Market 92,558 shares ** 92,558
------------
Total Cash and Cash Equivalents 145,402
------------
Interest in Common/Collective Trusts
------------------------------------
* Pentegra Stable Value Fund 46,381 shares ** 510,334
SSgA Aggressive Strategic Balanced Securities LSF 10,888 shares ** 143,988
SSgA Conservative Strategic Balanced Securities LSF 4,677 shares ** 73,748
SSgA Daily EAFE Index Securities LSF 6,552 shares ** 154,837
SSgA Growth Index Securities LSF 5,389 shares ** 67,087
SSgA Long U.S. Treasury Index Securities LSF 11,361 shares ** 132,226
SSgA Moderate Strategic Balanced Securities LSF 3,457 shares ** 50,452
SSgA NASDAQ 100 Index NLSF 4,650 shares ** 60,012
SSgA REIT Index NLSF 1,178 shares ** 31,797
SSgA Russell 2000 Index Securities LSF 4,471 shares ** 112,804
SSgA S&P 500 Flagship Securities LSF 4,428 shares ** 1,256,360
SSgA S&P Midcap Index Securities LSF 17,229 shares ** 524,335
SSgA S&P Value Index Securities LSF 10,707 shares ** 135,415
------------
Total Interest in Common/Collective Trusts 3,253,395
------------
Investment in Mutual Funds
--------------------------
SSgA Aggregagte Bond Fund 202 shares ** 3,727
------------
Investment in Employer Securities
---------------------------------
* Oritani Financial Corp. Stock Fund 1,641,730
------------
Participant Loans Interest raging from 5% to 9.25% 55,155
------------
$ 5,099,409
============
* Party-in-interest
** Cost omitted for participant directed investments
See Independent Auditors' Report
8
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
ORITANI SAVINGS BANK EMPLOYEES' SAVINGS &
PROFIT SHARING PLAN
Date: June 30, 2008 By: /s/ Kevin Lynch
---------------------------------
Name: Kevin Lynch
Title: President
9