10-K 1 v160191_10k.htm
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549

FORM 10-K

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended       June 30, 2009
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ______________________
 
Commission File No. 001-33223
 
Oritani Financial Corp.
(Exact name of registrant as specified in its charter)
 
Federal
 
22-3617966
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification Number)
     
370 Pascack Road, Township of Washington
 
07676
(Address of Principal Executive Offices)
 
Zip Code
 
(201) 664-5400
(Registrant’s telephone number)
 
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered    
Common Stock, $0.01 par value
 
The NASDAQ Stock Market, LLC
 
Securities Registered Pursuant to Section 12(g) of the Act:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES ¨   NO  x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES ¨   NO  x
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such requirements for the past 90 days.  YES x   NO ¨.
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES ¨   NO ¨.
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x.
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company (as defined in Rule 12b-2 of the Exchange Act).
 
Large accelerated filer ¨
Accelerated filer x
Non-accelerated filer ¨
Smaller reporting company ¨
   
(Do not check if a smaller reporting company)
 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES ¨   NO  x
 
As of September 11, 2009, there were 40,552,162 shares of the Registrant’s common stock, par value $0.01 per share, issued and 37,062,484 outstanding, of which 27,575,476, or 74.4%, were held by Oritani Financial Corp., MHC, the Registrant’s mutual holding company.
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the last sale price on December 31, 2008, as reported by the Nasdaq Global Market, was approximately $134.9 million.
 
DOCUMENTS INCORPORATED BY REFERENCE

 
1.
Proxy Statement for the 2009 Annual Meeting of Stockholders of the Registrant (Part III).

 

 
 
Oritani Financial Corp.
2009 Annual Report on Form 10-K
 
Index

   
Page
  
Part I
Item 1.
Business
2
Item 1A.
Risk Factors
37
Item 1B.
Unresolved Staff Comments
41
Item 2.
Properties
41
Item 3.
Legal Proceedings
41
Item 4.
Submission of Matters to a Vote of Security Holders
41
     
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters
 
 
and Issuer Purchases of Equity Securities
42
Item 6.
Selected Financial Data
44
Item 7.
Management’s Discussion and Analysis of Financial Condition
 
 
and Results of Operations
45
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
61
Item 8.
Financial Statements and Supplemental Data
61
Item 9.
Changes in and Disagreements with Accountants on Accounting and
 
 
Financial Disclosure
61
Item 9A.
Controls and Procedures
61
Item 9B.
Other Information
62
     
Part III
Item 10.
Directors, Executive Officers and Corporate Governance
62
Item 11.
Executive Compensation
62
Item 12.
Security Ownership of Certain Beneficial Owners and Management
 
 
and Related Stockholder Matters
62
Item 13
Certain Relationships and Related Transactions, and Director Independence
62
Item 14.
Principal Accountant Fees and Services
62
     
Part IV
Item 15.
Exhibits and Financial Statement Schedules
62
     
Signatures
107

 

 

PART I

ITEM 1.                 BUSINESS

Forward Looking Statements
 
This Annual Report contains certain “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 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 and uncertainties, including, but not limited to, those related to the economic environment, particularly in the market areas in which Oritani Financial Corp. (“the Company”) operates, 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.
 
Oritani Financial Corp., MHC
 
Oritani Financial Corp., MHC is a federally chartered mutual holding company and currently owns 74.4% of the outstanding shares of common stock of Oritani Financial Corp.  Oritani Financial Corp., MHC has not engaged in any significant business activity other than owning the common stock of Oritani Financial Corp., and does not intend to expand its business activities.  So long as Oritani Financial Corp., MHC exists, it is required to own a majority of the voting stock of Oritani Financial Corp.  The executive office of Oritani Financial Corp., MHC, is located at 370 Pascack Road, in the Township of Washington, New Jersey 07676, and its telephone number is (201) 664-5400.  Oritani Financial Corp., MHC is subject to comprehensive regulation and examination by the Office of Thrift Supervision (“OTS”).
 
Oritani Financial Corp.
 
Oritani Financial Corp. is the federally chartered mid-tier stock holding company of Oritani Bank.  Oritani Financial Corp. owns 100% of the outstanding shares of common stock of Oritani Bank.  Since being formed in 1998, Oritani Financial Corp. has engaged primarily in the business of holding the common stock of Oritani Bank as well as two limited liability companies that own a variety of real estate investments. Oritani Financial Corp.’s executive office is located at 370 Pascack Road, in the Township of Washington, New Jersey 07676, and its telephone number is (201) 664-5400.  Oritani Financial Corp. is subject to comprehensive regulation and examination by the OTS.  At June 30, 2009, Oritani Financial Corp. had consolidated assets of $1.91 billion, consolidated deposits of $1.13 billion and consolidated stockholders’ equity of $240.1 million.  Its consolidated net income for the fiscal year ended June 30, 2009 was $5.6 million.

 
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Oritani Bank
 
General
 
Oritani Bank is a New Jersey-chartered savings bank headquartered in the Township of Washington, New Jersey.  Oritani Bank was originally founded in 1911, as a New Jersey building and loan association.  Over the years, Oritani Bank has expanded through internal growth as well as through a series of business combinations.  In 1997, Oritani Bank converted to a mutual savings bank charter, and in March 1998, reorganized into the two-tier mutual holding company structure.  Oritani Bank conducts business from its main office located at 370 Pascack Road, in the Township of Washington, New Jersey 07676, and its 20 branch offices located in the New Jersey Counties of Bergen, Hudson and Passaic.  The telephone number at its main office is (201) 664-5400.  At June 30, 2009, our assets totaled $1.91 billion and our deposits totaled $1.13 billion.  Oritani Bank was formerly known as Oritani Savings Bank.  Effective September 8, 2008, the name was changed to Oritani Bank.
 
Our principal business consists of attracting retail and commercial bank deposits from the general public in the areas surrounding our main office in the Township of Washington, New Jersey and our branch offices located in the New Jersey Counties of Bergen (15 branches, including our main office), Hudson (5 branches) and Passaic (one branch), and investing those deposits, together with funds generated from operations, in multi-family and commercial real estate loans, one- to four-family residential mortgage loans as well as in second mortgage and equity loans, construction loans, business loans, other consumer loans, and investment securities.  We originate loans primarily for investment and hold such loans in our portfolio.  Occasionally, we will also enter into loan participations.  Our revenues are derived principally from interest on loans and securities as well as our investments in real estate and real estate joint ventures.  We also generate revenues from fees and service charges and other income.  Our primary sources of funds are deposits, borrowings and principal and interest payments on loans and securities.
 
Oritani Financial Corp. completed its initial public stock offering on January 23, 2007.  The Company sold 12,165,649 shares, or 30.0% of its outstanding common stock, to subscribers in the offering, including 1,589,644 shares purchased by the Oritani Bank Employee Stock Ownership Plan (“ESOP”).  Oritani Financial Corp., MHC, the Company’s federally chartered mutual holding company parent, holds 27,575,476 shares, which represented 68.0% of the Company’s outstanding common stock at the conclusion of the initial public offering.  Additionally, the Bank contributed $1.0 million in cash, and the Company issued 811,037 shares of common stock, or 2.0% of the Company’s outstanding common stock, to the OritaniBank Charitable Foundation.  Proceeds from the offering, including the value of shares issued to the charitable foundation but net of expenses, were $127.6 million.  Net deployable funds, after deducting for the ESOP shares and the total contribution to the charitable foundation, were $102.6 million.  The Company contributed $59.7 million of the proceeds to Oritani Bank.  Stock oversubscription proceeds of $323.4 million were returned to subscribers. So long as Oritani Financial Corp., MHC exists, it is required to own a majority of the voting stock of Oritani Financial Corp.
 
Our website address is www.oritani.com.  Information on our website should not be considered a part of this report.
 
Market Area
 
From our headquarters in the Township of Washington, New Jersey, we operate twenty one full service branches, including our main office.  We operate branches in three separate counties of New Jersey:  Bergen, Hudson and Passaic.  The majority of our branches, fifteen, and deposits are located in Bergen County.  In addition, we operate five branches in Hudson County and one branch in Passaic County.  We are in the process of opening an additional branch in Bergen County.
 
In terms of population rank, Bergen County ranks as the largest county in New Jersey while Hudson County ranks fifth and Passaic County ranks ninth out of twenty-one counties.  Based upon household income statistics, Bergen County ranks fourth out of the twenty-one counties in New Jersey while Passaic ranks seventeenth and Hudson County ranks twentieth.  The three counties are a part of New Jersey, which is referred to as the “Gateway Region.”  The economy in our primary market area has benefited from being varied and diverse. It is largely urban and suburban with a broad economic base as is typical for counties surrounding the New York metropolitan area.  As one of the wealthiest states in the nation, New Jersey, with a population of 8.7 million, is considered one of the most attractive banking markets in the United States. The June 2009 unemployment rate for New Jersey of 9.2% was slightly lower than the national rate of 9.5%.  See “Item 1A, Risk Factors – Current Market and Economic Conditions May Significantly Affect Our Operations and Financial Condition.”

 
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Bergen County is bordered by Rockland County, New York to the north, the Hudson River to the east, Hudson County to the south, a small border with Essex County also to the south and Passaic County to the west.
 
Hudson County has always been a gateway for many immigrants to the United States.  It is also recognized as one of the Northeast’s major transportation and industrial hubs as the New York metropolitan area’s three major airports – John F. Kennedy International Airport, LaGuardia Airport, and Newark Liberty International Airport – are within a relatively short distance of Hudson County.
 
Passaic County is bordered by Orange County, New York to the north, Rockland County, New York to the northeast, Bergen County to the east, Essex County to the south, Morris County to the southwest and Sussex County to the west.
 
Competition
 
We face intense competition within our market area both in making loans and attracting deposits.  Our market area has a high concentration of financial institutions including large money center and regional banks, community banks and credit unions.  Some of our competitors offer products and services that we currently do not offer, such as trust services and private banking.  As of June 30, 2008, the latest date for which statistics are available, our market share of deposits was approximately 1.8% in Bergen County, and less than 1.0% in each of Hudson and Passaic Counties.
 
Our competition for loans and deposits comes principally from locally owned and out-of-state commercial banks, savings institutions, mortgage banking firms, insurance companies and credit unions.  We face additional competition for deposits from short-term money market funds, brokerage firms, mutual funds and insurance companies.  Our primary focus is to build and develop profitable customer relationships across all lines of business while maintaining our role as a community bank.
 
Lending Activities
 
Our principal lending activity is the origination of multi-family loans and commercial real estate loans as well as residential real estate mortgage loans and construction loans secured by property located primarily in our market area.  Our multi-family loans consist primarily of mortgage loans secured by apartment buildings.  Our commercial real estate loans consist primarily of mortgage loans secured by commercial offices, retail space, warehouses and mixed-use buildings.  Our residential real estate mortgage loans consist of one- to four-family residential real property and consumer loans.  Construction loans consist primarily of one- to four-family development, condominiums and commercial development projects.  We curtailed construction lending in 2009 due to current market and economic conditions and expect to maintain this posture for the foreseeable future.  Second mortgage and equity loans consist primarily of home equity loans and home equity lines of credit.  Multi-family and commercial real estate loans represented $839.7 million, or 64.5%, of our total loan portfolio at June 30, 2009. One- to four-family residential real estate mortgage loans represented $266.0 million, or 20.4%, of our total loan portfolio at June 30, 2009.  We also offer second mortgages and equity loans.  At June 30, 2009, such loans totaled $54.8 million, or 4.2%, of our loan portfolio.  At June 30, 2009, construction and land loans totaled $130.8 million, or 10.0%, of our loan portfolio.  At June 30, 2009, other loans, which primarily consist of business and to a smaller extent, account loans, totaled $11.0 million, or less than 1.0%, of our loan portfolio.

 
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Loan Portfolio Composition.  The following table sets forth the composition of our loan portfolio, by type of loan at the dates indicated.

   
At June 30,
 
   
2009
   
2008
   
2007
   
2006
   
2005
 
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
   
(Dollars in thousands)
 
First mortgage loans:
                             
Conventional one- to four-family
  $ 265,962       20.4 %   $ 223,087       21.8 %   $ 188,941       24.6 %   $ 165,070       25.3 %   $ 147,284       29.4 %
Multifamily and commercial real estate
    839,727       64.6       597,171       58.4       451,131       58.7       379,208       58.1       271,424       54.1  
Second mortgage and equity loans
    54,769       4.2       59,886       5.8       65,240       8.5       66,198       10.2       55,672       11.1  
Construction and land loans
    130,831       10.0       138,195       13.5       62,704       8.1       38,722       5.9       24,629       4.9  
 Other loans
    10,993       0.8       4,880       0.5       1,140       0.1       3,291       0.5       2,321       0.5  
                                                                                 
Total loans
    1,302,282       100.0 %     1,023,219       100.0 %     769,156       100.0 %     652,489       100.0 %     501,330       100.0 %
                                                                                 
Other items:
                                                                               
Net deferred loan origination fees
    2,979               2,610               1,732               1,753               1,604          
Allowance for loan losses
    20,680               13,532               8,882               7,672               6,172          
                                                                                 
Total loans, net
  $ 1,278,623             $ 1,007,077             $ 758,542             $ 643,064             $ 493,554          

Loan Portfolio Maturities and Yields.  The following table summarizes the scheduled repayments of our loan portfolio at June 30, 2009.
 
   
First Mortgage
   
Second Mortgage
   
Construction and Land
   
Other Loans
   
Total
 
   
Amount
   
Weighted
Average 
Rate
   
Amount
   
Weighted
Average 
Rate
   
Amount
   
Weighted
Average 
Rate
   
Amount
   
Weighted
Average 
Rate
   
Amount
   
Weighted
Average 
Rate
 
   
(Dollars in thousands)
 
Due During the Years Ending June 30,
                                                           
2010
  $ 6,500       6.92 %   $ 89       5.04 %   $ 103,885       7.21 %   $ 7,989       3.87 %   $ 118,463       6.97 %
2011
    6,140       6.54       340       5.25       24,011       5.41       1,581       6.93       32,072       5.70  
2012 to 2013
    51,852       6.10       2,215       5.70       -       0.00       481       7.85       54,548       6.10  
2014 to 2018
    282,566       6.24       12,172       5.35       2,406       6.52       548       6.85       297,692       6.21  
2019 to 2023
    284,603       6.12       17,741       5.61       -       0.00       -       -       302,344       6.09  
2024 and beyond
    474,028       6.12       22,212       5.89       529       5.09       394       6.28       497,163       6.11  
Total
  $ 1,105,689       6.16 %   $ 54,769       5.67 %   $ 130,831       6.86 %   $ 10,993       4.72 %   $ 1,302,282       6.20 %

 
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The following table sets forth, at June 30, 2009 the dollar amount of all fixed- and adjustable-rate loans that are contractually due after June 30, 2010
 
   
Due After June 30, 2010
 
   
Fixed
   
Adjustable
   
Total
 
   
(In thousands)
 
First mortgage loan balances:
                 
Conventional one- to four-family
  $ 219,743     $ 46,194     $ 265,937  
Multifamily and commercial real estate
    362,911       470,341       833,252  
Second mortgage and equity loans
    46,785       7,895       54,680  
Construction and land loans
    3,637       23,309       26,946  
Other loans
    1,626       1,378       3,004  
                         
Total loans
  $ 634,702     $ 549,117     $ 1,183,819  

First Mortgage Loans:
 
Conventional One- to Four-Family Residential Loans.  We originate one- to four-family residential mortgage loans substantially all of which are secured by properties located in our primary market area.  At June 30, 2009, $266.0 million, or 20.4% of our loan portfolio, consisted of one- to four-family residential mortgage loans.  We generally retain for our portfolio substantially all of these loans that we originate.  One- to four-family mortgage loan originations are generally obtained from existing or past customers, through advertising, and through referrals from local builders, real estate brokers, and attorneys and are underwritten pursuant to Oritani Bank’s policies and standards.  In 2008, the Company began a program where a fee is paid to a broker for a loan referral that results in an origination or a purchase of a recently closed loan.  Generally, one- to four-family residential mortgage loans are originated in amounts up to 80% of the lesser of the appraised value or purchase price of the property, with private mortgage insurance required on loans with a loan-to-value ratio in excess of 80%.  We generally will not make loans with a loan-to-value ratio in excess of 90%.  Fixed rate mortgage loans are originated for terms of up to 40 years.  Generally, fixed rate residential mortgage loans are underwritten according to Freddie Mac guidelines, policies and procedures, with a maximum origination amount of $2.0 million.  We do not originate or purchase, and our loan portfolio does not include, any sub-prime loans.
 
We also offer adjustable rate mortgage loans for one- to four-family properties, with an interest rate based on the weekly average yield on U.S. Treasuries adjusted to a constant maturity of one-year, which adjust either annually or every three years from the outset of the loan or which adjusts annually after a five-, seven- or ten-year initial fixed rate period.  Originations and purchases of adjustable rate one- to four-family residential loans totaled $27.7 million during the fiscal year ended June 30, 2009 as compared to total originations and purchases of $89.9 million of one- to four-family residential loans during the same fiscal year.  Our adjustable rate mortgage loans generally provide for maximum rate adjustments of 2% per adjustment, with a lifetime maximum adjustment up to 6%, regardless of the initial rate.  Our adjustable rate mortgage loans amortize over terms of up to 30 years.
 
Adjustable rate mortgage loans decrease the risk associated with changes in market interest rates by periodically repricing, but involve other risks because, as interest rates increase, the underlying payments by the borrower increase, thus increasing the potential for default by the borrower.  At the same time, the marketability of the underlying collateral may be adversely affected by higher interest rates.  Upward adjustment of the contractual interest rate is also limited by the maximum periodic and lifetime interest rate adjustments permitted by our loan documents and, therefore, the effectiveness of adjustable rate mortgage loans may be limited during periods of rapidly rising interest rates.  At June 30, 2009 $46.2 million, or 17.4% of our one- to four-family residential real estate loans, had adjustable rates of interest.

 
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In an effort to provide financing for first-time homebuyers, we offer our own first-time homebuyer loan program.  This program offers one- to four-family residential mortgage loans to qualified individuals.  These loans are offered with terms and adjustable and fixed rates of interest similar to our other one- to four-family mortgage loan products.  With this program, borrowers receive a discounted mortgage interest rate and do not pay certain loan origination fees.  Such loans must be secured by an owner-occupied residence.  These loans are originated using similar underwriting guidelines as our other one- to four-family mortgage loans.  Such loans are originated in amounts of up to 90% of the lower of the property’s appraised value or the sale price.  Private mortgage insurance is not required for such loans.  The maximum amount of such loan is $275,000.
 
We also offer our directors, officers and employees who satisfy certain criteria and our general underwriting standards fixed or adjustable rate loan products with reduced interest rates.  Employee loans adhere to all other terms and conditions contained in the loan policy.
 
All residential mortgage loans that we originate include “due-on-sale” clauses, which give us the right to declare a loan immediately due and payable in the event that, among other things, the borrower sells or otherwise disposes of the real property subject to the mortgage and the loan is not repaid.  Regulations limit the amount that a savings bank may lend relative to the appraised value of the real estate securing the loan, as determined by an appraisal of the property at the time the loan is originated.  All borrowers are required to obtain title insurance for the benefit of Oritani Bank.  We also require homeowner’s insurance and fire and casualty insurance and, where circumstances warrant, flood insurance on properties securing real estate loans.
 
Multi-Family and Commercial Real Estate Loans.  We originate non-residential commercial real estate mortgage loans and loans on multi-family dwellings.  At June 30, 2009, $839.7 million, or 64.6% of our loan portfolio, consisted of multi-family and commercial real estate loans.  Our commercial real estate mortgage loans are primarily permanent loans secured by improved property such as mixed-use properties, office buildings, retail stores and commercial warehouses.  Our multi-family mortgage loans are primarily permanent loans secured by apartment buildings.  The typical loan has a fixed rate of interest for the first five years, after which the loan reprices to a market index plus a spread.  The fixed rate period is occasionally extended to as much as ten years.  These loans typically amortize over 25 years and the maximum amortization period is 30 years.  We also offer such loans on a self-amortizing basis with fixed rate terms up to 20 years.  The self-amortization loans are generally subject to a $2.0 million maximum loan amount.  References to commercial real estate loans below refer to multi-family and commercial real estate.
 
The terms and conditions of each loan are tailored to the needs of the borrower and based on the financial strength of the project and any guarantors.  In reaching a decision on whether to make a commercial real estate loan, we consider the net operating income of the property, the borrower’s expertise and credit history and the value of the underlying property.  Loan to value ratios are a very important consideration.  Generally, however, commercial real estate loans originated by us will not exceed 80% of the appraised value or the purchase price of the property, whichever is less.  Other factors we consider, with respect to commercial real estate rental properties, include the term of the lease(s) and the quality of the tenant(s).  We generally require that the properties securing these real estate loans have debt service coverage ratios (the ratio of earnings before debt service to debt service) of at least 1.2 times.  Environmental reports are generally required for commercial real estate loans.  Commercial real estate loans made to corporations, partnerships and other business entities may require personal guarantees by the principals as warranted.  Property inspections are conducted no less than every three years, or more frequently as warranted.  Bank lending policies allow lending up to the 80% loan to value level and 1.2 times debt service coverage ratio.  Over the course of 2009, however, we have informally reduced our maximum loan to value ratios and increased our maximum debt service coverage ratio, as well as taking a more conservative approach on other underwriting issues.  We believe these actions have resulted in originations that are more conservative in nature than Bank policy allows.  We intend to maintain this conservative posture at least as long as we perceive a heightened economic risk in this type of lending.
 
A commercial borrower’s financial information is monitored on an ongoing basis by requiring periodic financial statement updates, payment history reviews and periodic face-to-face meetings with the borrower.  We require commercial borrowers to provide annually updated financial statements and federal tax returns.  These requirements also apply to the individual principals of our commercial borrowers.  We also require borrowers with rental investment property to provide an annual report of income and expenses for the property, including a tenant list and copies of leases, as applicable.  The largest commercial real estate loan in our portfolio at June 30, 2009 was a $21.0 million loan located in Ocean County, New Jersey and secured by a shopping mall.  This loan was performing according to its terms at June 30, 2009.  Our largest commercial real estate relationship consisted of properties located mainly in our primary market area with a real estate investor.  The aggregate outstanding loan balance for this relationship is $40.5 million, and these loans are all performing in accordance with their terms.

 
7

 

Loans secured by commercial real estate, including multi-family properties, generally involve larger principal amounts and a greater degree of risk than one- to four-family residential mortgage loans.  Because payments on loans secured by commercial real estate are often dependent on successful operation or management of the properties, repayment of such loans may be affected by adverse conditions in the real estate market or the economy.  See “Item 1A, Risk Factors – Current Market and Economic Conditions May Significantly Affect Our Operations and Financial Condition.”
 
Second Mortgage and Equity Loans.  We also offer second mortgage and equity loans and home equity of lines of credit, each of which are secured by one- to four-family residences, substantially all of which are located in our primary market area.  At June 30, 2009, second mortgage and equity loans totaled $54.8 million, or 4.2% of total loans.  Additionally, at June 30, 2009, the unadvanced amounts of home equity lines of credit totaled $33.8 million.  The underwriting standards utilized for home equity loans and equity lines of credit include a determination of the applicant’s credit history, an assessment of the applicant’s ability to meet existing obligations and payments on the proposed loan and the value of the collateral securing the loan.  The combined (first and second mortgage liens) loan-to-value ratio for home equity loans and equity lines of credit is generally limited to 80%.  Home equity loans are offered with fixed and adjustable rates of interest and with terms of up to 30 years.  Our home equity lines of credit have adjustable rates of interest which are indexed to the prime rate, as reported in The Wall Street Journal.
 
Equity loans entail greater risk than do residential mortgage loans, particularly if they are secured by an asset that has a superior security interest.  In addition, equity loan collections depend on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.
 
Construction Loans.  We originate construction loans for the development of one- to four-family residential properties located in our primary market area.  Residential construction loans are generally offered to experienced local developers operating in our primary market area and to individuals for the construction of their personal residences.  At June 30, 2009, residential construction loans amounted to $65.8 million, or 5.1% of total loans.
 
Our residential construction loans generally provide for the payment of interest only during the construction phase, but in no event exceeding 24 months.  Residential construction loans can be made with a maximum loan-to-value ratio of 75% of the appraised value of the land and 100% of the costs associated with the construction.  Residential construction loans are generally made on the same terms as our one- to four-family mortgage loans.
 
We also make construction loans for commercial development projects.  The projects include multi-family, apartment, retail and office buildings.  We generally require that a commitment for permanent financing be in place prior to closing the construction loan.  The maximum loan-to-value ratio limit applicable to these loans is generally 80%.  At June 30, 2009, commercial construction loans totaled $65.0 million, or 5.0% of total loans.  At June 30, 2009, the largest outstanding commercial construction loan balance was for $15.3 million and is secured by a condominium project.  This loan is one of two loans to the same borrower totaling $18.0 million that are classified as non-accrual and considered impaired with a specific reserve of $2.8 million at June 30, 2009.  Oritani charged off $2.0 million of the construction loan as of June 30, 2009, as this portion has been determined to be an incurred loss.
 
Before making a commitment to fund a construction loan, we require an appraisal on the property by an independent licensed appraiser.  We require title insurance and, if applicable, an environmental survey prior to making a commitment to fund a construction loan.  We generally also review and inspect each property before disbursement of funds during the terms of the construction loan.  Loan proceeds are disbursed after inspection based on the percentage of completion method.

 
8

 

Construction and development financing is generally considered to involve a higher degree of credit risk than long-term financing on improved, owner-occupied real estate.  Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions.  If the estimate of construction cost proves to be inaccurate, we may be required to advance funds beyond the amount originally committed in order to protect the value of the property.  Additionally, if the estimate of value proves to be inaccurate, we may be confronted with a project, when completed, having a value which is insufficient to assure full repayment.
 
We chose to reduce our exposure to construction lending in 2009 due to current market and economic conditions.  Construction originations for the year ended June 30, 2009 were $45.1 million, versus $99.2 million for the comparable 2008 period.
 
Other Loans. Other loans primarily consist of business loans and to a smaller extent, account loans. Other Loans includes $10.7 million of commercial loans to businesses.  These loans are unsecured or secured by business assets.  In 2009, Oritani curtailed this type of lending.  Other loans totaled $11.0 million, or less than 1% of our total loan portfolio at June 30, 2009.
 
Loan Originations, Purchases, Sales, Participations and Servicing of Loans.  Lending activities are conducted primarily by our loan personnel operating at our main office.  All loans originated by us are underwritten pursuant to our policies and procedures.  We originate both adjustable rate and fixed rate loans.  Our ability to originate fixed or adjustable rate loans is dependent upon the relative customer demand for such loans, which is affected by the current and expected future levels of market interest rates.
 
We retain in our portfolio substantially all loans that we originate, although we have occasionally sold longer-term, fixed-rate one- to four-family residential mortgage loans into the secondary market.  There were no sales of residential mortgage loans in fiscal 2008 or 2009.
 
Occasionally, we will also participate in loans, sometimes as the “lead lender.”  Whether we are the lead lender or not, we underwrite our participation portion of the loan according to our own underwriting criteria and procedures.  At June 30, 2009, we had $68.3 million in loan participation interests.
 
At June 30, 2009, we were servicing loans sold in the amount of $15.3 million.  Loan servicing includes collecting and remitting loan payments, accounting for principal and interest, contacting delinquent mortgagors, supervising foreclosures and property dispositions in the event of unremedied defaults, making certain insurance and tax payments on behalf of the borrowers and generally administering the loans.
 
During the fiscal year ended June 30, 2009, we originated $89.9 million of fixed- and adjustable-rate one- to four-family residential mortgage loans, all of which were retained by us.  The fixed-rate loans retained by us consisted primarily of loans with terms of 30 years or less.
 
Non-performing and Problem Assets
 
We commence collection efforts when a loan becomes ten days past due with system generated reminder notices. Subsequent late charges and delinquent notices are issued and the account is monitored on a regular basis thereafter. Personal, direct contact with the borrower is attempted early in the collection process as a courtesy reminder and later to determine the reason for the delinquency and to safeguard our collateral. When a loan is more than 45 days past due, the credit file is reviewed and, if deemed necessary, information is updated or confirmed and collateral re-evaluated.  We make every effort to contact the borrower and develop a plan of repayment to cure the delinquency.  A summary report of all loans 30 days or more past due is reported to the Board of Directors.  If no repayment plan is in process and the loan is delinquent at least two payments, the file is referred to counsel for the commencement of foreclosure or other collection efforts.

 
9

 

Loans are placed on non-accrual status when they are more than 90 days delinquent.  When loans are placed on a non-accrual status, unpaid accrued interest is fully reversed.  Once the outstanding principal balance is brought current, income is recognized to the extent it is deemed collectible.  If the deficiencies causing the delinquency are resolved, such loans may be placed on accrual status once all arrearages are resolved.  See additional discussion regarding our non-performing assets at June 30, 2009 in “Management Discussion and Analysis.”
 
Non-Performing Assets.  The table below sets forth the amounts and categories of our non-performing assets at the dates indicated.  At each date presented, we had no troubled debt restructurings (loans for which a portion of interest or principal has been forgiven and loans modified at interest rates materially less than current market rates).
 
   
At June 30,
 
   
2009(1)
   
2008(2)
   
2007
   
2006
   
2005
 
   
(Dollars in thousands)
 
Non-accrual loans:
                             
First mortgage loan balances:
                             
Conventional
  $ 1,160     $ 67     $     $ 458     $ 147  
Multifamily and commercial real estate
    33,994                          
Second mortgage and equity loans
                            44  
Construction and land loans
    17,311       14,143                    
Other loans
                             
                                         
Total non-accrual loans
  $ 52,465     $ 14,210     $     $ 458     $ 191  
                                         
Loans greater than 90 days delinquent and still accruing:
                                       
First mortgage loan balances:
                                       
Conventional
  $     $     $     $     $  
Multifamily and commercial real estate
                             
Second mortgage and equity loans
                             
Construction and land loans
                             
Other loans
                             
Total loans 90 days and still accruing
  $     $     $     $     $  
                                         
Total non-performing loans
  $     $     $     $ 458     $ 191  
                                         
Real estate owned
                             
Total non-performing assets
  $ 52,465     $ 14,210     $     $ 458     $ 191  
                                         
Ratios:
                                       
Non-performing loans to total loans
    4.03 %     1.39 %     %     0.07 %     0.04 %
Non-performing assets to total assets
    2.74 %     0.98 %     %     0.04 %     0.02 %


 
(1)
Two construction loans totaling $4.2 million are less than 60 days delinquent at June 30, 2009 and are classified as non-accrual.
 
(2)
One construction loan totaling $335,000 was less than 60 days delinquent at June 30, 2008 and was classified as non-accrual.
 
As noted in the above table, there were nonaccrual loans of $52.5 million at June 30, 2009 and $14.2 million at June 30, 2008.  Additional interest income of $3.6 million and $521,000 would have been recorded during the years ended June 30, 2009 and 2008, respectively, if the loans had performed in accordance with their original terms.  Interest income on these loans of $787,000 and $188,000 was included in net income for the years ended June 30, 2009 and 2008, respectively.  See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations- Comparison of Operating Results for the Years Ended June 30, 2009 and June 30, 2008, Provision for Loan Losses.”

 
10

 

Delinquent Loans. The following table sets forth our loan delinquencies by type, by amount and by percentage of type at the dates indicated.
 
   
Loans Delinquent For
       
   
60-89 Days
   
90 Days and Over
   
Total
 
   
Number
   
Amount
   
Number
   
Amount
   
Number
   
Amount
 
   
(Dollars in thousands)
 
At June 30, 2009
                                   
First mortgage loan balances:
                                   
Conventional
    2     $ 616       2     $ 1,160       4     $ 1,776  
Multifamily and commercial real estate
    3       17,209       11       33,994       14       51,203  
Second mortgage and equity loans
                                   
Construction  and land loans
                3       12,685       3       12,685  
Other loans
                                   
Total
    5     $ 17,825       16     $ 47,839       21     $ 65,664  
                                                 
At June 30, 2008
                                               
First mortgage loan balances:
                                               
Conventional
        $       2     $ 68       2     $ 68  
Multifamily and commercial real estate
                                   
Second mortgage and equity loans
    1       18                   1       18  
Construction and land loans
                2       13,808       2       13,808  
Other loans
                                   
Total
    1     $ 18       4     $ 13,876       5     $ 13,894  
                                                 
At June 30, 2007
                                               
First mortgage loan balances:
                                               
Conventional
        $           $           $  
Multifamily and commercial real estate
                                   
Second mortgage and equity loans
    1       39                   1       39  
Construction and land loans
                                   
Other loans
                                   
Total
    1     $ 39           $       1     $ 39  
                                                 
At June 30, 2006
                                               
First mortgage loan balances:
                                               
Conventional
    5     $ 180       2     $ 348       7     $ 528  
Multifamily and commercial real estate
                                   
Second mortgage and equity loans
                                   
Construction and land loans
                                   
Other loans
                                   
Total
    5     $ 180       2     $ 348       7     $ 528  
                                                 
At June 30, 2005
                                               
First mortgage loan balances:
                                               
Conventional
    3     $ 139       3     $ 140       6     $ 279  
Multifamily and commercial real estate
                                   
Second mortgage and equity loans
    1       29       1       44       2       73  
Construction and land loans
                                   
Other loans
                                   
Total
    4     $ 168       4     $ 184       8     $ 352  
 
In addition to the delinquent loans listed above, we had loans that were delinquent 90 days or more past due as to principal.  Such loans had passed their maturity date but continued making monthly payments, keeping their interest current.  All such loans have subsequently been paid in full or were extended by us, which negated their past due maturity status.  These loans totaled $3.1 million, $316,000, and $3.2 million at June 30, 2009, 2008 and 2007, respectively.

 
11

 

Real Estate Owned.  Real estate acquired by us as a result of foreclosure or by deed in lieu of foreclosure is classified as real estate owned until sold.  When property is acquired it is recorded at the lower of cost or fair market value at the date of foreclosure, establishing a new cost basis.  Holding costs and declines in fair value result in charges to expense after acquisition.  At June 30, 2009 and 2008, we had no real estate owned.  Subsequent to June 30, 2009, Oritani obtained title to the property securing the $877,000 non-performing loan classified as impaired.  The property is currently being marketed for sale.  See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations- Comparison of Operating Results for the Years Ended June 30, 2009 and June 30, 2008, Provision for Loan Losses.”
 
Classified Assets. Federal regulations provide that loans and other assets of lesser quality should be classified as “substandard,” “doubtful” or “loss” assets.  An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.  “Substandard” assets include those characterized by the “distinct possibility” that we will sustain “some loss” if the deficiencies are not corrected.  Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.”  Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted.  We classify an asset as “special mention” if the asset has a potential weakness that warrants management’s close attention.  While such assets are not impaired, management has concluded that if the potential weakness in the asset is not addressed, the value of the asset may deteriorate, adversely affecting the repayment of the asset.
 
We are required to establish general allowances for loan losses for loans classified substandard or doubtful, as well as for other problem loans.  General allowances represent loss allowances which have been established to recognize the inherent losses associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets.  When we classify problem assets as “loss,” we are required either to establish a specific allowance for losses equal to 100% of the amount of the asset so classified or to charge off such amount.  Our determination as to the classification of our assets and the amount of our valuation allowances is subject to review by the Federal Deposit Insurance Corporation (“FDIC”) and the New Jersey Department of Banking and Insurance (“the Department”) which can order the establishment of additional general or specific loss allowances.  Such examinations typically occur annually.  Our last examination was as of March 31, 2009 by the FDIC.
 
The following table shows the aggregate amounts of our classified assets at the date indicated for both residential real estate and non-residential real estate loans.  The amount of assets classified as “substandard” in the table includes nine commercial real estate loans at June 30, 2009, three residential and four commercial real estate loans at June 30, 2008 and two commercial real estate loans at June 30, 2007.
 
   
At June 30, 2009
   
At June 30, 2008
   
At June 30, 2007
 
         
(In thousands)
       
                   
Residential Real Estate (1):
                 
Special mention assets
  $ 197     $     $  
Substandard assets
          85        
Doubtful assets
                 
Total residential real estate
    197       85        
                         
All Other Loans:
                       
Special mention assets
    23,967       21,722       9,790  
Substandard assets
    55,811       14,375       238  
Total all other loans
    79,778       36,097       10,028  
                         
Total classified assets
  $ 79,975     $ 36,182     $ 10,028  
Allowance allocated to total classified assets
  $ 5,118     $ 2,149     $ 317  
___________________
(1)      Includes one- to four-family loans and second mortgage and equity loans.

The loan portfolio is reviewed on a regular basis to determine whether any loans require classification in accordance with applicable regulations.  Not all classified assets constitute non-performing assets.  The increases in Special Mention and Substandard assets is primarily due to increased delinquent, nonaccrual and impaired loans.  See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations- Comparison of Operating Results for the Years Ended June 30, 2009 and June 30, 2008, Provision for Loan Losses.”

 
12

 

Impaired Loans.  The Company defines an impaired loan as a loan for which it is probable, based on current information, that the Company will not collect all amounts due under the contractual terms of the loan agreement.  Loans we individually classify as impaired include multifamily, commercial mortgage and construction loans.  Impaired loans are individually assessed to determine that each loan’s carrying value is not in excess of the fair value of the related collateral or the present value of the expected future cash flows.  If the loan’s carrying value does exceed the fair value, specific reserves are established to reduce the loan’s carrying value. For classification purposes, impaired loans are typically classified as substandard. Residential mortgage and consumer loans are deemed smaller balance homogeneous loans which are evaluated collectively for impairment and are therefore excluded from the population of impaired loans.
 
Potential Problem Loans.  Although we believe that substantially all risk elements at June 30, 2009 have been disclosed in the categories presented above, it is possible that for a variety of reasons, including economic conditions, certain borrowers may be unable to comply with the contractual repayment terms on certain real estate and commercial loans. As part of the analysis of the loan portfolio, management determined that there were approximately $14.0 million in potential problem loans at June 30, 2009.  There is one large loan in the 60-89 day past due total at June 30, 2009.  Subsequent to June 30, 2009, the delinquency of this loan exceeded 90 days and it was placed on non-accrual status. This is a $14.0 million loan secured by a commercial property in Hudson County, New Jersey.  The borrower has experienced cash flow difficulties.  Foreclosure proceedings have commenced although Oritani is in negotiations with the borrower regarding potential resolution.  It is presently unknown whether these negotiations will be successful, or whether continued pursuit of legal remedies will be necessary.
 
Allowance for Loan Losses
 
Our allowance for loan losses is maintained at a level necessary to absorb loan losses that are both probable and reasonably estimable.  Management, in determining the allowance for loan losses, considers the losses inherent in our loan portfolio and changes in the nature and volume of loan activities, along with the general economic and real estate market conditions.  A description of our methodology in establishing our allowance for loan losses is set forth in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies-Allowance for Loan Losses.”  The allowance for loan losses as of June 30, 2009 was maintained at a level that represents management’s best estimate of losses inherent in the loan portfolio, and such losses were both probable and reasonably estimable. However, this analysis process is inherently subjective, as it requires us to make estimates that are susceptible to revisions as more information becomes available.  Although we believe that we have established the allowance at levels to absorb probable and estimable losses, future additions may be necessary if economic or other conditions in the future differ from the current environment.
 
In addition, as an integral part of their examination process, the FDIC, OTS, and the Department has authority to periodically review our allowance for loan losses.  Such agencies may require that we recognize additions to the allowance based on their judgments of information available to them at the time of their examination.

 
13

 

Allowance for Loan Losses.  The following table sets forth activity in our allowance for loan losses for the fiscal years indicated.
 
   
At or For the Years Ended June 30,
 
   
2009
   
2008
   
2007
   
2006
   
2005
 
   
(Dollars in thousands)
 
Balance at beginning of period
  $ 13,532     $ 8,882     $ 7,672     $ 6,172     $ 5,372  
                                         
Charge-offs:
                                       
First mortgage loan balances:
                                       
Conventional
                             
Multifamily and commercial real estate
    260                          
Second mortgage and equity loans
                             
Construction and land loans
    2,250                          
Other loans
    222                          
Total charge-offs
    2,732                          
Recoveries:
                                       
First mortgage loan balances:
                                       
Conventional
                             
Multifamily and commercial real estate
                             
Second mortgage and equity loans
                             
Construction and land loans
                             
Other loans
                             
Total recoveries
                             
Net (charge-offs) recoveries
    (2,732 )                        
Provision for loan losses
    9,880       4,650       1,210       1,500       800  
                                         
Balance at end of year
  $ 20,680     $ 13,532     $ 8,882     $ 7,672     $ 6,172  
                                         
Ratios:
                                       
Net charge-offs to average loans outstanding (annualized)
    0.23 %     %     %     %     %
Allowance for loan losses to total loans at end of period
    1.59 %     1.32 %     1.15 %     1.18 %     1.23 %

Allocation of Allowance for Loan Losses.  The following table sets forth the allowance for loan losses allocated by loan category, the total loan balances by category (including loans held for sale), and the percent of loans in each category to total loans at the dates indicated.  The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.
 
   
At June 30,
 
   
2009
   
2008
   
2007
 
   
Allowance
for Loan
Losses
   
Percent of Loans
in Each
Category to
Total Loans
   
Allowance
for Loan
Losses
   
Percent of
Loans in Each
Category to
Total Loans
   
Allowance
for Loan
Losses
   
Percent of
Loans in Each
Category to
Total Loans
 
   
(Dollars in thousands)
 
                                     
First mortgage loan balances:
                                   
Conventional
  $ 1,012       20.4 %   $ 845       21.8 %   $ 709       24.6 %
Multifamily and commercial real estate
    12,595       64.6       8,095       58.4       6,143       58.7  
Second mortgage and equity loans
    274       4.2       299       5.8       326       8.5  
Construction and land loans
    5,791       10.0       3,883       13.5       979       8.1  
Other loans
    268       0.8       92       0.5       15       0.1  
Unallocated
    740             318             710        
                                                 
Total
  $ 20,680       100.0 %   $ 13,532       100.0 %   $ 8,882       100.0 %

 
14

 
 
   
At June 30,
 
   
2006
   
2005
 
   
Allowance
for Loan
Losses
   
Percent of Loans
in Each Category
to Total Loans
   
Allowance for
Loan Losses
   
Percent of Loans
in Each Category
to Total Loans
 
   
(Dollars in thousands)
 
                         
First mortgage loan balances:
                       
Conventional
  $ 749       25.3 %   $ 684       29.3 %
Multifamily and commercial real estate
    4,834       58.1       3,557       54.1  
Second mortgage and equity loans
    312       10.2       512       11.1  
Construction and land loans
    758       5.9       475       4.9  
Other loans
    57       0.5       37       0.5  
Unallocated
    962             907        
                                 
Total
  $ 7,672       100.0 %   $ 6,172       100.0 %
 
The increase in the allowance for loan losses, and related provision, is primarily due to the large increases in delinquent and impaired loans at June 30, 2009, versus June 30, 2008.  Such loans are discussed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  In addition, the continued increase in the multi-family and commercial real estate loan portfolio was also a factor.  These types of loans inherently contain more credit risk than one- to four family residential loans.  Although we had some experience in this type of lending prior to this significant growth, the increased volume of such originations during the last six years heightens the credit risk associated with this portion of the loan portfolio.  Therefore, in order to adequately establish the allowance at levels sufficient to absorb probable and estimable losses in the loan portfolio, we focus on the ratio of the allowance to total loans as well as other measurement factors.  This analysis incorporates our review of various sources of industry data relating to the allowance for loan losses, including peer group reviews.  Due to the continued focus on this type of lending, we have increased the allowance for loan losses, and related provision, during periods of significant multi-family and commercial loan growth.
 
Investments
 
The Board of Directors is responsible for adopting our investment policy.  The investment policy is reviewed periodically by management and any changes to the policy are recommended to and subject to the approval of the Board of Directors.  Authority to make investments under the approved investment policy guidelines is delegated to appropriate officers.  While general investment strategies are developed and authorized by the Board of Directors, the execution of specific actions primarily rests with Oritani Bank’s President, Chief Financial Officer and Asset/Liability Committee, which have responsibility for ensuring that the guidelines and requirements included in the investment policy are followed and that all securities are considered prudent for investment.  Each of our Chief Financial Officer, President and Asset/Liability Committee have increasing authority to purchase various types of investments; all individual investment purchases in excess of $20.0 million and all daily purchases in excess of $30 million must be approved by our Board of Directors.  All investment transactions are reviewed and ratified or approved (as the case may be) at regularly scheduled meetings of the Board of Directors.  Any investment which, subsequent to its purchase, fails to meet the guidelines of the policy is reported to the Board of Directors at its next meeting where the Board decides whether to hold or sell the investment.
 
New Jersey-chartered savings banks have authority to invest in various types of assets, including U.S. Treasury obligations, securities of various federal agencies, mortgage-backed securities, certain certificates of deposit of insured financial institutions, overnight and short-term loans to other banks, corporate debt instruments, and Fannie Mae and Freddie Mac equity securities.  Oritani Financial Corp., as a federally chartered mid-tier stock holding company, may invest in equity securities subject to certain limitations.
 
The investment policy requires that all securities transactions be conducted in a safe and sound manner.  Investment decisions must be based upon a thorough analysis of each security instrument to determine if its quality and inherent risks fit within Oritani Bank’s overall asset/liability management objectives, the effect on its risk-based capital measurement and the prospects for yield and/or appreciation.  The investment policy provides that Oritani Bank may invest in U.S. treasury notes, U.S. and state agency securities, mortgage-backed securities, and other conservative investment opportunities.  Typical investments are currently in U.S. agency securities and government sponsored mortgage-backed securities.

 
15

 

Our investment portfolio at June 30, 2009, consisted of $134.9 million in federal agency obligations, a $5.7 million investment in a mutual fund, $2.2 million of corporate debt instruments and $1.8 million in equity securities.  We also invest in mortgage-backed securities, most of which are guaranteed by government sponsored enterprises.  At June 30, 2009, our mortgage-backed securities portfolio totaled $247.4 million, or 12.9% of total assets, and consisted of $191.4 million in fixed-rate securities and $56.0 million in adjustable-rate securities, primarily guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae.  Securities can be classified as held to maturity or available for sale at the date of purchase.
 
U.S. Government and Federal Agency Obligations.  At June 30, 2009, our U.S. Government and federal agency securities portfolio totaled $134.9 million, all of which was classified as available for sale.
 
Corporate Bonds.  At June 30, 2009, our corporate bond portfolio totaled $2.2 million, which consisted of one security, rated BBB- and was classified as available for sale.  The industry represented by our corporate bond issuer was financial.  Although corporate bonds may offer higher yields than U.S. Treasury or agency securities of comparable duration, corporate bonds also have a higher risk of default due to possible adverse changes in the credit-worthiness of the issuer.
 
Mutual Funds.  At June 30, 2009, our mutual fund portfolio totaled $5.7 million, or 0.3% of our total assets, all of which were classified as available for sale.  The portfolio consisted of an investment in a mutual fund that holds adjustable-rate mortgage loans and similar securities.  During fiscal 2009, the portfolio was deemed other-than-temporarily impaired and the Company recorded a non-cash impairment charge to earnings of $1.7 million for the year ended June 30, 2009.
 
Equity Securities.  At June 30, 2009, our equity securities portfolio totaled $1.8 million, or 0.1% of our total assets, all of which were classified as available for sale.  The portfolio consists of financial industry common stock.  During fiscal 2009, several of these holdings were deemed other-than-temporarily impaired and the Company recorded a non-cash impairment charge to earnings of $399,000.  Equity securities are not insured or guaranteed investments and are affected by market interest rates and stock market fluctuations.  Such investments are carried at their fair value and fluctuations in the fair value of such investments, including temporary declines in value, directly affect out net capital position.
 
Mortgage-Backed Securities.  We purchase mortgage-backed securities primarily insured or guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae.  We invest in mortgage-backed securities to achieve positive interest rate spreads with minimal administrative expense, and to lower our credit risk as a result of the guarantees provided by Freddie Mac, Fannie Mae or Ginnie Mae.  Our investment policy also authorizes the investment in collateralized mortgage obligations (“CMOs”), also insured or issued by Freddie Mac, Fannie Mae and Ginnie Mae.   We limit CMO investments to those classes of CMOs carrying the most stable cash flows and lowest prepayment risk of any class of CMOs and which pass the Federal Financial Institutions Examination Council’s average life restriction tests at the time of purchase.
 
Mortgage-backed securities are created by the pooling of mortgages and the issuance of a security with an interest rate which is less than the interest rate on the underlying mortgages.  Mortgage-backed securities typically represent a participation interest in a pool of single-family or multi-family mortgages, although we focus our investments on mortgage-backed securities backed by one- to four-family mortgages.  The issuers of such securities (generally U.S. government agencies and government sponsored enterprises, including Fannie Mae, Freddie Mac and Ginnie Mae) pool and resell the participation interests in the form of securities to investors such as us, and guarantee the payment of principal and interest to investors.  Mortgage-backed securities generally yield less than the loans that underlie such securities because of the cost of payment guarantees and credit enhancements.  However, mortgage-backed securities are usually more liquid than individual mortgage loans and may be used to collateralize our specific liabilities and obligations.

 
16

 

At June 30, 2009, our mortgage-backed securities totaled $247.4 million or 12.9%, of total assets and 13.6% of interest earning assets.  At June 30, 2009, 22.6% of the mortgage-backed securities were backed by adjustable rate mortgage loans and 77.4% were backed by fixed rate mortgage loans.  The mortgage-backed securities portfolio had a weighted average yield of 4.43% at June 30, 2009.  The estimated fair value of our mortgage-backed securities at June 30, 2009 was $249.0 million, which is $5.1 million more than the amortized cost of $243.9 million.  Investments in mortgage-backed securities involve a risk that actual prepayments may differ from estimated prepayments over the life of the security, which may require adjustments to the amortization of any premium or accretion of any discount relating to such instruments thereby changing the net yield on such securities.  There is also reinvestment risk associated with the cash flows from such securities or if such securities are redeemed by the issuer.  In addition, the market value of such securities may be adversely affected by changes in interest rates.  All of the Company’s mortgage-backed securities are insured or guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae except for one AAA rated private label CMO with an amortized cost of $1.0 million and a fair value of $860,000.  The security was issued in 2003 and is performing in accordance with contractual terms.
 
Securities Portfolios.  The following table sets forth the composition of our investment securities portfolio at the dates indicated.
 
Securities and Mortgage-Backed Securities Held to Maturity
 
   
At June 30,
 
   
2009
   
2008
   
2007
 
   
Amortized
Cost
   
Fair Value
   
Amortized
Cost
   
Fair Value
   
Amortized
Cost
   
Fair Value
 
   
(In thousands)
 
                                     
United States Government and federal agency obligations
  $     $     $     $     $ 5,415     $ 5,347  
Mortgage-backed securities:
                                               
Freddie Mac
    18,783       19,063       25,082       24,902       31,365       30,329  
Ginnie Mae
    5,161       5,157       6,055       6,040       8,895       8,907  
Fannie Mae
    31,329       31,943       42,066       42,094       58,479       57,314  
Collateralized mortgage obligations
    63,544       64,218       90,747       89,636       118,667       113,955  
                                                 
Total securities held to maturity
  $ 118,817     $ 120,381     $ 163,950     $ 162,672     $ 222,821     $ 215,582  

Securities and Mortgage-Backed Securities Available for Sale
 
   
At June 30,
 
   
2009
   
2008
   
2007
 
   
Amortized
Cost
   
Fair Value
   
Amortized
Cost
   
Fair Value
   
Amortized
Cost
   
Fair Value
 
   
(In thousands)
 
                                     
United States Government and federal agency obligations
  $ 134,754     $ 134,837     $ 10,000     $ 9,865     $ 25,000     $ 25,007  
Corporate bonds
    2,000       2,156       2,000       2,184       2,000       2,024  
Mutual funds
    5,636       5,676       7,782       7,782       8,429       8,412  
Equity securities
    1,965       1,750       2,364       2,454              
Mortgage-backed securities:
                                               
Freddie Mac
    26,979       27,875       28,672       28,837       1,363       1,363  
Fannie Mae
    27,023       27,911       31,084       30,895       5,891       5,918  
Ginnie Mae
    2,537       2,557       3,134       3,143       4,502       4,548  
Collateralized mortgage obligations
    68,571       70,260       85,351       86,334       27,024       26,964  
                                                 
Total securities available for sale
  $ 269,465     $ 273,022     $ 170,387     $ 171,494     $ 74,209     $ 74,236  

 
17

 

Portfolio Maturities and Yields.  The composition and maturities of the investment securities portfolio at June 30, 2009 are summarized in the following table.  Maturities are based on the final contractual payment dates, and do not reflect the impact of prepayments or early redemptions that may occur.  State and municipal securities yields have not been adjusted to a tax-equivalent basis.
 
   
One Year or Less
   
More than One Year
through Five Years
   
More than Five Years
through Ten Years
   
More than Ten Years
   
Total Securities
 
   
Amortized
Cost
   
Weighted
Average
Yield
   
Amortized
Cost
   
Weighted
Average
Yield
   
Amortized
Cost
   
Weighted
Average
Yield
   
Amortized
Cost
   
Weighted
Average
Yield
   
Amortized
Cost
   
Fair Value
   
Weighted
Average
Yield
 
   
(Dollars in thousands)
 
                                                                   
Mortgage-backed securities: