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, 2008
-------------------------------------------
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
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.
* Other schedules required by Section 2520.103-10 of the Department if
Labor Rules and Regulations for Reporting and Disclosure under ERISA
have been omitted because they are not applicable.
Page
Number
(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, 2008 and 2007.................................... 2
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 2008.......................... 3
Notes to Financial Statements................................. 4
(b) Schedule *
Schedule of Assets Held End of Year Schedule H, Line 4i as of
December 31, 2008............................................. 9
* Other schedules required by Section 2520.103-10 of the Department if
Labor Rules and Regulations for Reporting and Disclosure under ERISA
have been omitted because they are not applicable
(c) Index to Exhibits.................................................. 10
(d) Signature.......................................................... 11
Report of Independent Registered Public Accounting Firm
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, 2008 and 2007, and the related statement
of changes in net assets available for plan benefits for the year ended December
31, 2008. 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, 2008 and 2007, and the changes in its net assets available for plan benefits
for the year ended December 31, 2008, 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.
As discussed in Note 4 to the financial statements, the Plan adopted Statement
of Financial Accounting Standards No. 157, Fair Value Measurements.
/s/ Withum Smith+Brown, PC
Morristown, New Jersey
July 6, 2009
1
Oritani Savings Bank Employees Savings & Profit Sharing Plan and Trust
Statements of Net Assets Available for Benefits
December 31, 2008 and 2007
- --------------------------------------------------------------------------------
2008 2007
--------------- ---------------
Assets
Investments, at fair value
Cash and cash equivalents $ 300,465 $ 145,402
Interest in common/collective trusts 2,638,379 3,253,395
Mutual funds 3,125 3,727
Oritani Financial Corp. stock 2,221,858 1,641,730
Participant loans 128,197 55,155
--------------- ---------------
5,292,024 5,099,409
Contributions receivable:
Employer 18,044 15,584
Employee 77,849 41,539
--------------- ---------------
95,893 57,123
Other receivables 1,496 254
--------------- ---------------
5,389,413 5,156,786
Payables
Acquisition payables 44,254 -
Administrative payables 844 674
--------------- ---------------
45,098 674
--------------- ---------------
Net assets available for plan benefits at fair value 5,344,315 5,156,112
Adjustment from fair value to contract value for interest in
collective trust relating to fully benefit-responsive investment contracts 5,914 -
--------------- ---------------
Net assets available for plan benefits $ 5,350,229 $ 5,156,112
=============== ===============
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, 2008
- --------------------------------------------------------------------------------
Additions
Investment income
Net decpreciation in fair value of investments $ (307,758)
Interest and dividend income 10,635
----------------
Net investment loss (297,123)
Contributions
Employer 133,482
Participant 510,041
----------------
643,523
----------------
Total additions 346,400
----------------
Deductions
Participant distributions 121,155
Administrative expenses 31,128
----------------
Total deductions 152,283
----------------
Net increase in net assets 194,117
Net assets available for benefits, beginning of the year 5,156,112
----------------
Net assets available for benefits, end of the year $ 5,350,229
================
The Notes to Financial Statements are an integral part of this statements.
3
Oritani Savings Bank Employees Savings & Profit Sharing Plan and Trust
Notes to Financial Statements
December 31, 2008 and 2007
- --------------------------------------------------------------------------------
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 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.
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
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%). The fair value disclosures
relative to participant loans are not significant to these financial
statements
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, 2008 and 2007
- --------------------------------------------------------------------------------
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. Investments in common/collective trusts, are based on fair value
of underlying investments as determined by the fund sponsor. Participant
loan receivable are valued at cost, which approximates fair value.
As described in Financial Accounting Standards Board (FASB) Staff Position
(FSP) AAG INV-1 and Statement of Position 94-4-1, Reporting of Fully
Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans (the FSP),
investment contracts held by a defined-contribution plan are required to be
reported at fair value. However, contract value is the relevant measurement
attributable for that portion of the net assets available for benefits of a
defined-contribution plan attributable to fully benefit-responsive
investment contracts, because contract value is the amount participants
would receive if they were to initiate permitted transactions under the
terms of the Plan. The Plan invests in investment contract through a common
collective trust (Pentegra Stable Value Fund). As required by the FSP, the
Statement of Net Assets Available for Benefits presents the fair value of
the investment in the common collective trust as well as the adjustment
from fair value to contract for fully benefit-responsive investment
contracts. The estimated fair value of the Plan's interest in the Pentegra
Stable Value Fund are primarily based on the following; Guaranteed
Investment Contracts (GIC) are based on the discounted present value of
future cash flows and security-backed contract are based on the estimated
fair value of the underlying securities and the estimated fair value of the
wrapper contract. The estimated fair value of the wrapper contract provided
by a security-backed contract issuer is the present value of the difference
between the wrapper fee and the contracted wrapper fee.
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 has various investments, directed by participants, including
mutual funds, common/collective trusts, and direct holdings in common stock
of Oritani Financial Corp., parent company of the Bank. These investments
are subject 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 Oritani Financial Corp. common stock is subject to various risks
including concentration risk since the fund invests primarily in the common
stock of Oritani Financial Corp. and therefore the performance of the fund
is primarily 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 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 Bank.
5
Oritani Savings Bank Employees Savings & Profit Sharing Plan and Trust
Notes to Financial Statements
December 31, 2008 and 2007
- --------------------------------------------------------------------------------
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
adopted this statement, effective January 1, 2008, see note 4 for
applicable disclosures
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. Upon adoption, the Plan did not elect the fair value option for
eligible items that existed at January 1, 2008.
The Plan is not aware of other new accounting standards that were required
to be adopted in 2008, or yet to be adopted, that would impact the Plan's
2008 or prospective financial statements.
3. Investments
The following presents investments at December 31 that represented 5% or
more of the Plan's net assets:
2008 2007
--------------- ---------------
Oritani Financial Corp. Stock Fund $ 2,221,858 $ 1,641,730
Pentegra Stable Value Fund** 648,939 510,334
SSgA S&P 500 Flagship Securities LSF 821,628 1,256,300
SSga Midcap Index Securities LSF 320,919 524,355
**-represents contract value
For the year ended December 31, 2008, the Plan's investments (including
gains and losses on investments bought and sold, as well as held during the
year) depreciated in value by $307,758. The net depreciation, by investment
category, is as follows:
Common stock $ 604,982
Common/collective trusts (912,740)
---------------
$ (307,758)
===============
For the year ended December 31, 2008, investment and advisory expenses were
$31,128.
4. Fair Value Measurements
Effective January 1, 2008, the Plan adopted FAS 157. In February 2008, the
FASB issued FASB Staff Position No. 157-2, "Effective Date of FASB
Statement No. 157", which provides a one year deferral of the effective
date of FAS 157 for non-financial assets and non-financial liabilities,
except those that are recognized or disclosed in the financial statements
at fair value at least annually. Therefore, the Plan has adopted the
provisions of FAS 157 with respect to its financial assets and liabilities
only. FAS 157 defines fair value, establishes a framework for measuring
fair value under generally accepted accounting principles and enhances
disclosures about fair value measurements. Fair value is defined under FAS
157 as the exchange price that would be received for an asset or paid to
transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market
participants on the measurement date. Valuation techniques used to measure
fair value under FAS 157 must maximize the use of observable inputs and
minimize the use of unobservable inputs. The standard describes a fair
value hierarchy based on three levels of inputs, of which the first two are
considered observable and the last unobservable, that may be used to
measure fair value which are the following:
6
Oritani Savings Bank Employees Savings & Profit Sharing Plan and Trust
Notes to Financial Statements
December 31, 2008 and 2007
- --------------------------------------------------------------------------------
Level 1 Quoted prices in active markets for identical assets or
liabilities.
Level 2 Inputs other than Level 1 that are observable, either directly or
indirectly, such as quoted prices for similar assets or
liabilities; quoted prices in markets that are not active; or
other inputs that are observable or can be corroborated by
observable market data for substantially the full term of the
assets or liabilities.
Level 3 Unobservable inputs that are supported by little or no market
activity and that are significant to the fair value of the assets
or liabilities
In accordance with FAS 157, the following table represents the Plan's fair
value hierarchy for its financial assets (cash and cash equivalents)
measured at fair value on a recurring basis as of December 31, 2008:
Investments:
Fair Value Measurements at December 31, 2008
Total (Level 1) (Level 2) (Level 3)
Cash and cash equivalents $ 300,465 $ 300,465 $ - $ -
Interest in Common/Collective Trusts 2,638,379 1,995,354 573,124 69,901
Mutual funds 3,125 3,125 - -
Oritani Financial Corp. Stock Fund 2,221,858 2,221,858 - -
-------------- --------------- -------------- --------------
$ 5,163,827 $ 4,520,802 $ 573,124 $ 69,901
============== =============== ============== ==============
The following is a reconciliation for assets for which Level 3 inputs were
used in determining fair value:
Beginning balance $ 32,487
Change in unrealized appreciation 7,346
Net purchases, sales, issuances and settlements 30,068
-----------------
Ending Balance $ 69,901
=================
The fair market value adjustment for 2007 was deemed immaterial.
5. 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.
6. 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.
7. Party-in- Transactions
The Plan has investments in common stock of Oritani Financial Corp. and
shares of mutual funds managed by Bank of New York, the Plan's investment
manager. Accordingly, these transactions qualify as party-in-interest
transactions.
7
Oritani Savings Bank Employees Savings & Profit Sharing Plan and Trust
Notes to Financial Statements
December 31, 2008 and 2007
- --------------------------------------------------------------------------------
8. 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, 2008:
2008 2007
--------------- ---------------
Net assets available for benefits as reported in the
Statement of Net Assets Available for Benefits $ 5,350,229 $ 5,156,112
Contributions receivable (95,893) (57,123)
Net assets available for benefits as disclosed in
--------------- ---------------
Form 5500, Schedule H $ 5,254,336 $ 5,098,989
=============== ===============
The following is a reconciliation of contributions and change in net assets
per the financial statements for the year ended December 31, 2008, to Form
5500:
Change in
Contributions Net Assets
----------------- -----------------
As disclosed in the financial statements $ 643,523 194,117
Contributions receivable-beginning of year 57,123 57,123
Contributions receivable-end of year (95,893) (95,893)
----------------- -----------------
As disclosed in Form 5500, Schedule H $ 604,753 $ 155,347
================= =================
8
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, 2008
(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
-------------------------
Cash ** $ 55,402
Collective Short Term Investment Fund 70,884 shares ** 70,884
SSgA U.S. Government Money Market 174,179 shares ** 174,179
-------------
Total Cash and Cash Equivalents 300,465
-------------
Interest in Common/Collective Trusts
------------------------------------
* Pentegra Stable Value Fund 57,009 units ** 643,025
SSgA Aggressive Strategic Balanced Securities LSF 10,814 units ** 96,342
SSgA Conservative Strategic Balanced Securities LSF 4,830 units ** 71,022
SSgA Daily EAFE Index Securities LSF 8,212 units ** 110,238
SSgA Growth Index Securities LSF 7,546 units ** 61,599
SSgA Long U.S. Treasury Index Securities LSF 14,392 units ** 208,757
SSgA Moderate Strategic Balanced Securities LSF 4,376 units ** 50,947
SSga NASDAQ 100 Index NLSF 4,792 units ** 36,045
SSgA REIT Index NLSF 1,342 units ** 22,122
SSgA Russell 2000 Index Securities LSF 5,347 units ** 89,847
SSgA S&P 500 Flagship Securities LSF 4,592 units ** 821,628
SSgA S&P Midcap Index Securities LSF 16,513 units ** 320,919
SSgA S&P Value Index Securities LSF 13,784 units ** 105,888
-------------
Total Interest in Common/Collective Trusts 2,638,379
-------------
Investment in Mutual Funds
--------------------------
SSgA Aggregate Bond Fund 161 units ** 3,125
-------------
Investment in Employer Securities
---------------------------------
* Oritani Financial Corp. Stock ** 2,221,858
-------------
Participant Loans Interest ranging from 5% to 9.25% 128,197
-------------
$ 5,292,024
=============
* Party-in-interest
** Cost omitted for participant directed investments
See Report of Independent Registered Public Accounting Firm.
9
EXHIBIT INDEX
Exhibit Number Exhibit
23.1 Consent of Independent Registered Public Accounting Firm
10
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: July 6, 2009 By: /s/ Kevin Lynch
-------------------------------------
Name: Kevin Lynch
Title: President and Chief Executive Officer
Oritani Bank
11
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
--------------------------------------------------------
The Board of Directors
Oritani Financial Corp.:
We consent to incorporation by reference in the Registration Statement No.
001-33223 of Oritani Financial Corp. on Form S-8 of our report dated July 6,
2009, relating to the financial statements appearing in this Annual Report on
Form 11-K of Oritani Savings Bank Employees Savings & Profit Sharing Plan and
Trust.
/s/ Withum Smith + Brown, PC
Morristown, New Jersey
July 6, 2009