form11k_2015.htm
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
 
For the fiscal year ended December 31, 2015
 
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 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 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, schedule and exhibits are filed as a part of this Annual Report on Form 11-K.
 

 

 
 

 



     
Page Number
(a)
 
Financial Statements of the Plan
 
         
     
Reports of Independent Registered Public Accounting Firms…………………….................................................................................................................................
1
         
     
Statements of Net Assets Available for Plan Benefits as of
December 31, 2015 and 2014..……………………………………………….................................................................................................................................................
3
         
     
Statements of Changes in Net Assets Available for Plan Benefits
for the Years Ended December 31, 2015 and 2014…..……...…………………..........................................................................................................................................
4
         
     
Notes to Financial Statements…………………………………………………….......................................................................................................................................
5
       
(b)
 
Schedule
 
         
     
Schedule H, Part IV - Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2015……………………………………………………..................
16
     
     
         
(c)
 
Index to Exhibits…………………………………………………………………………...........................................................................................................................................................
17
       
(d)
 
Signature…………………………………………………………………………………...........................................................................................................................................................
18

 
 

 


Report of Independent Registered Public Accounting Firm


 
To the Plan Administrator
Oritani Bank Employees Savings & Profit Sharing Plan and Trust

We have audited the accompanying statement of net assets available for benefits of the Oritani Bank Employees Savings & Profit Sharing Plan and Trust (the Plan) as of December 31, 2015 and the related statement of changes in net assets available for benefits for the year then ended. 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 audit provides 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 benefits of the Plan as of December 31, 2015 and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The supplemental information in the accompanying Schedule H, Part IV – Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2015 has been subjected to audit procedures performed in conjunction with the audit of the Oritani Bank Employees Savings & Profit Sharing Plan and Trust financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but include supplemental information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements as a whole.


/s/ Buchbinder Tunick & Company LLP

Wayne, New Jersey

June 27, 2016




  1
 

 


Report of Independent Registered Public Accounting Firm


To the Plan Administrator
Oritani Bank Employees Savings & Profit Sharing Plan and Trust


We have audited the accompanying statement of net assets available for benefits of the Oritani Bank Employees Savings & Profit Sharing Plan and Trust (the “Plan”) as of December 31, 2014 and the related statement of changes in net assets available for benefits for the year then ended.  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 audit.

We conducted our audit 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 audit provides 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 benefits of the Oritani Bank Employees Savings & Profit Sharing Plan and Trust as of December 31, 2014, and the changes in its net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.



/s/ Demetrius Berkower LLC

Iselin, New Jersey
July 13, 2015






  2
 

 



Oritani Bank Employees Savings & Profit Sharing Plan and Trust
Statements of Net Assets Available for Benefits
December 31, 2015 and 2014



         
 
2015
 
2014
 
 Assets
       
         
 Investments, at fair value
       
Cash and cash equivalents
$364,680  
 
$325,138  
 
Interest in common collective trusts
8,196,594  
 
8,191,386  
 
Oritani Financial Corp. Common stock
4,091,835  
 
3,196,486  
 
Total Investments, at fair value
12,653,109  
 
11,713,010  
 
         
 Receivables:
       
Employer Contribution Receivable
18,052  
 
5,112  
 
Employee Contribution Receivable
52,953  
 
23,000  
 
Notes Receivable From Participants
310,801  
 
270,879  
 
Other receivables
4,609  
 
4,751  
 
Total Receivables
386,415  
 
303,742  
 
         
 Total assets available for plan benefits
13,039,524  
 
12,016,752  
 
         
 Payables
       
Acquisition payables
6,218  
 
15,413  
 
Total Payables
6,218  
 
15,413  
 
         
 Net assets available for plan benefits
13,033,306  
 
12,001,339  
 
         
 Adjustment from fair value to contract value for interest in common
       
collective trusts relating to fully benefit-responsive investment contracts
(973) 
 
(29,584) 
 
         
 Net assets available for plan benefits
$13,032,334  
 
$11,971,755  
   
         
         
         
         

 
The Notes to Financial Statements are an integral part of these statements.
 
  3
 

 

Oritani Bank Employees Savings & Profit Sharing Plan and Trust
Statements of Changes in Net Assets Available for Benefits
Year Ended December 31, 2015 and 2014

         
 
2015
 
2014
 
 Additions
       
Investment Income
       
Net appreciation in fair value of investments
$302,739
 
$606,920
 
Interest and dividend income
269,944
 
200,073
 
Total investment income
572,683
 
806,993
 
         
         
 Contributions
       
Employer
189,666
 
173,569
 
Employee
1,313,379
 
555,834
 
Total Contributions
1,503,045
 
729,403
 
         
Total additions
2,075,728
 
1,536,396
 
         
 Deductions
       
Distributions
932,972
 
205,092
 
Administrative expenses
82,177
 
74,055
 
Total deductions
1,015,149
 
279,147
 
         
 Net increase in net assets
1,060,579
 
1,257,249
 
         
 Net assets available for benefits, beginning of the year
11,971,755
 
10,714,506
 
         
 Net assets available for benefits, end of the year
$13,032,334
 
$11,971,755
 
         
         
 
 
The Notes to Financial Statements are an integral part of these statements.
 
  4
 

 

Oritani Bank Employees Savings & Profit Sharing Plan and Trust
Notes to Financial Statements
December 31, 2015 and 2014
 

 
1.               Description of Plan
The following description is provided for general information summary purposes. Participants of the Oritani 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.  Oritani Bank (the “Bank”) is the sponsor of the Plan.
 
General
 
 
The Plan is a defined contribution employee savings  and profit sharing plan covering all eligible employees of the Bank. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
 
Contributions
 
 
Effective January 1, 2014, the Plan was amended to change the definition of Plan salary from total taxable compensation as reported on Form W2 to basic salary plus overtime and bonuses.
 
Effective January 1, 2014, the Plan was amended to change the maximum amount a participant may contribute to the Plan from 50% of their compensation, as defined in the Plan, to 75% of their compensation, as defined in the Plan (subject to certain IRS limitations).
 
As of and for the year ended December 31, 2015, the employer remitted to the third party administrator all participant contributions to the Plan in a timely manner.
 
Effective August 1, 2011, the Plan was amended to change eligibility from one or more years of service to three months of service and completion of 250 hours.
 
Effective August 1, 2011, the Plan was amended to allow all or a portion of a participant’s employee contribution to be designated as Roth elective deferrals.
 
The Bank matches up to 50% of the participants before tax contributions, up to 6% of compensation upon completion of one year of service and 1,000 hours.
 
Vesting
 
 
Plan participants are 100% vested in the account balance attributable to their voluntary contributions, as well as employer matching contributions, including related earnings thereon.
 

 
  5
 

 

Oritani Bank Employees Savings & Profit Sharing Plan and Trust
Notes to Financial Statements
December 31, 2015 and 2014
 
Investment Options
A participant can elect to invest amounts credited to their account in any of the following investment funds: Reliance Trust Company Stable Value Fund, SSgA Target Retirement 2055 Securities Non-Lending Series Fund, SSgA Target Retirement 2050 Securities Non-Lending Series Fund, SSgA Target Retirement 2045 Securities Non-Lending Series Fund, SSgA Target Retirement 2040 Securities Non-Lending Series Fund, SSgA Target Retirement 2035 Securities Non-Lending Series Fund, SSgA Target Retirement 2030 Securities Non-Lending Series Fund, SSgA Target Retirement 2025 Securities Non-Lending Series Fund, SSgA Target Retirement 2020 Securities Non-Lending Series Fund, SSgA Target Retirement 2015 Securities Non-Lending Series Fund, SsgA Aggressive Strategic Balanced Securities LSF,SSgA Conservative Strategic Balanced Securities LSF, SSgA Russell Large Cap Growth Index Securities NLSF, SSgA Russell Large Cap Value Index Securities NLSF, SSgA Long US Treasury Index Securities NLSF, SSgA Moderate Strategic Balanced Securities LSF, SSgA Nasdaq 100 Index Securities NLSF, SSgA Daily EAFE Index Non-Lending Series Fund, SsgA S&P Flagship NLFS, SSgA S&P MidCap Index Securities NLSF, SSgA Russell Small Cap Index Securities NLSF, SSgA REIT Index Securities NLSF,  SSgA Target Retirement Income Non-Lending Series, Collective Short Term Investment Fund, SSgA Bond Index Fund, SSgA Cash US Government Fund and Oritani Financial Corp. Stock .
 
Administrative Expenses
Trustee fees are paid by the Plan.  Certain Plan expenses, such as recordkeeping, auditing, and legal fees, are paid directly by the Plan Sponsor.  Expenses with respect to participant's accounts are charged to such accounts.
 
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 70 1/2, except to the extent that their vested account balance as of the date of termination is less than $500; 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.
 
Notes Receivable From Participants
Eligible participants may borrow from $1,000 up to the lesser of (1) fifty percent (50%) of the value of the employee vested account or (2) $50,000 reduced by the largest outstanding loan balance during the past 12 months. The rate of interest for the term of the loan will be established as of the loan date, and is a reasonable rate of interest generally comparable to the rates of interest then in effect at a major banking institution (e.g., Barron's Prime Rate (base rate) plus 1%).
 
Distributions
During employment, a participant may make withdrawals of amounts applicable to employee and vested employer contributions, subject to certain restrictions, as defined under the Plan. Participants are entitled to withdraw funds, exempt from excise tax, 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.

 
  6
 

 


Oritani Bank Employees Savings & Profit Sharing Plan and Trust
Notes to Financial Statements
December 31, 2015 and 2014

 
2.            Summary of Significant Accounting Policies
 
Basis of Accounting
The accompanying financial statements are prepared using the accrual method of accounting.
 
Notes Receivable From Participants
Notes receivable from participants are measured at their unpaid principal balances plus any accrued but unpaid interest.  Interest is recorded on the accrual basis.  Related fees are recorded as administrative expenses and are expenses when they are incurred.  No allowance for credit losses has been recorded as of December 31, 2015 or 2014.
 
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 (“GAAP”) 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 employer securities are recorded at fair value on the last business day of the year based on quoted prices from national stock exchanges. Investments in common/collective trusts, are valued at their respective net asset value.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Fully Benefit-Responsive Investment Contracts 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 belonging 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 contracts through a common collective trust (Reliance Trust Company Stable Value Fund). 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 Reliance Trust Company Stable Value Fund is primarily based on the following: Guaranteed Investment Contracts (GIC) are based on the discounted present value of future cash flows and security-backed contracts 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.

In March 2014, the Pentegra Defined Contribution Plan for Financial Institutions approved the replacement of the Invesco Stable Value Trust as stable value manager with the Reliance Trust Company Stable Value Fund, including the liquidation of the Invesco Stable Value Trust.  The investment contracts held by Invesco Stable Value Trust were transferred to the Reliance Trust Company Stable Value Fund in March 2014.  The Invesco Stable Value Fund was fully liquidated and terminated on March 26, 2014 and the Plan was able to withdraw its investment at a net asset value of approximately $12.90.  The Plan replaced the Invesco Stable Value Funds with the Reliance Trust Company Stable Value Fund and the withdrawn amount was reinvested in the Reliance Trust Company Stable Value Fund on March 26, 2014.
 
 
  7
 

 


Oritani Bank Employees Savings & Profit Sharing Plan and Trust
Notes to Financial Statements
December 31, 2015 and 2014

Effective  April 30, 2014, SSgA S&P 500 Growth Fund was eliminated and replaced with the SSgA Russell Large Cap Growth Index Securities Non-Lending Series Fund.

Effective April 30, 2014, SSgA S&P Value Fund was eliminated and replaced with the SSgA Russell Large Cap Value Index Securities Non-lending Series Fund.
 
Risks and Uncertainties
 
The Plan has various investment vehicles, directed by participants, common/collective trusts, and direct holdings in common stock of Oritani Financial Corp., the 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 risks 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 impacted 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.
 
Effects of New Accounting Pronouncements
 
In July 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-12, Plan Accounting:  Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), and Health and Welfare Benefit Plans (Topic 965) – 1.  Fully Benefit-Responsive Investment Contracts; II.  Plan Investment Disclosures, and III.  Measurement Date Practical Expedient (ASU 2015-12).  Part I of this update requires fully-benefit responsive contracts to be measured, presented, and disclosed only at contract value.  Part II of this update requires that investments (both participant-directed and nonparticipant-directed investments) be grouped by only general type, eliminating the need to disaggregate the investments in multiple ways.  Part II also eliminates the disclosure of individuals investments that represent 5 percent or more of net assets available for benefits and the disclosure of net appreciation or depreciation for investments by general type, requiring only presentation of net appreciation (depreciation) in investments in the aggregate.  Additionally, if an investment is measure using the net asset value per share (or its equivalent) practical expedient in Topic 820 and that investment is a fund that files a U.S. Department of Labor Form 5500, as a direct filing entity, disclosure of that investment’s strategy is no longer required.  Part III of this update permits plans to measure investments and investment-related accounts (e.g. a liability for a pending trade with a broker) as a month-end date that is closest to the plan’s fiscal year-end, when the fiscal period does not coincide with month-end.  The amendments in ASU 2015-12 are effective for fiscal years beginning after December 15, 2015, with early application permitted.  The amendments within Parts I and II require retrospective application; whereas, the amendments within Part III should be applied prospectively.  We are currently evaluating the impact of our adoption of ASU 2015-12 on the Plan’s financial statements.
 

 
 
  8
 

 


Oritani Bank Employees Savings & Profit Sharing Plan and Trust
Notes to Financial Statements
December 31, 2015 and 2014
 

 
On May 1, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), which removes the requirement to categorize within the fair value hierarchy all investments for which the fair value is measured using the net asset value per share practical expedient.  The ASU also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient.  The ASU is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years.  The effective date for all other entities is fiscal years beginning after December 15, 2016 and interim periods within those fiscal years.  Early adoption is permitted for all entities.  Management is currently evaluating the impact of adopting this new accounting standards update on the Plan's financial statements.
 

 
3.               Investments
 
The following presents investments for the year ended December 31, 2015 and 2014 that represented 5% or more of the Plan's net assets:

 
2015
 
2014
 
         
                                 Oritani Financial Corp. Stock
$4,091,835
 
$3,196,486
 
                                 Reliance Trust Company Stable Value Fund
$964,329
 
892,645
 
                                 SsgA S&P Flagship NLFS
2,043,301
 
2,251,766
 
                                 SSgA S&P MidCap Index Securities NLSF
1,139,002
 
1,151,851
 
         
 


The Reliance Trust Company Stable Value Fund (the “Fund” or “RSVT”) invests in a representation of guaranteed investment contracts, bank investment contracts and/or wrapped portfolio of fixed income instruments.  Collectively, these contracts are referred to as investment contracts.
 
A traditional GIC is a group annuity contract that pays a specified rate of return for a specific period of time and guarantees a fixed return after any benefit-responsive payments are made to participants. The issuer of a traditional GIC takes a deposit from the Fund and purchases investments that are held in the issuer’s general account. The GIC issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Fund.  The Fund is subject to the general credit risk of the issuer.  RSVT will attempt to assess the credit quality of the issuers, however, there is no guarantee as to the financial condition of an issuer.
 
A bank investment contract is an investment contract issued by a bank, with features (other than annuity provisions) comparable to a GIC.
 

 
 
  9
 

 


Oritani Bank Employees Savings & Profit Sharing Plan and Trust
Notes to Financial Statements
December 31, 2015 and 2014
 

 
A synthetic GIC is a wrap contract paired with an underlying investment or investments, usually a portfolio of high-quality, intermediate term fixed income securities.  Events disqualifying an underlying investment as high-quality include, but are not limited to, bankruptcy of the security issuer or default or restricted liquidity of the security.  The portfolio is owned by the Fund. The Fund purchases a wrapper contract from an insurance company or other financial services institution. RSVT will attempt to assess the credit quality of the issuers, however, there is no guarantee as to the financial condition of an issuer.  The portfolio, coupled with the wrap contract, attempts to replicate the characteristics of a traditional GIC.
 
The Fund one-year total return was 2.29% for 2015 and 2.12% for 2014.
 
The existence of certain conditions can limit the Fund’s ability to transact at contract value with the issuers of its investment contracts.  Employer initiated events, if material, may affect the underlying economies of investment contracts.  These events include plant closings, layoffs, plan termination, bankruptcy or reorganization, merger, early retirement incentive programs, tax disqualification of a trust or other events. The occurrence of one or more employer initiated events could limit the Fund’s ability to transact at contract value with plan participants.
 
For the year ended December 31, 2015 and 2014, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $302,824 and $606,920, respectively. The net appreciation, by investment category, is as follows:
 

 
2015
 
2014
 
         
                                          Common stock
$236,665
 
($127,964)
 
                                          Common/collective trusts
66,075
 
734,883
 
 
$302,739
 
$606,920
 
 
For the year ended December 31, 2015 and 2014, investment and advisory expenses were $82,177 and $74,055, respectively. The expenses are paid by the Plan.
 

 
  10
 

 

Oritani Bank Employees Savings & Profit Sharing Plan and Trust
Notes to Financial Statements
 
December 31, 2015 and 2014
 
4.           Fair Value Measurements
 
ASC 820 Fair Value Measurements and Disclosures establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 Fair Value Measurements and Disclosures 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. 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:
 
 
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 ASC 820 Fair Value Measurements and Disclosures, 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, 2015 and 2014:
 

  11
 

 

Oritani Bank Employees Savings & Profit Sharing Plan and Trust
Notes to Financial Statements
December 31, 2015 and 2014


                       
   
Fair Value Measurements at December 31, 2015
   
                       
   
Total
 
Level 1
 
Level 2
 
Level 3
Cash and Cash Equivalents
 
364,680
   
364,680
   
--
   
--
Reliance Trust Company Stable Value Fund
 
964,329
   
--
   
964,329
   
--
SSgA Target Retirement 2055 Securities Non-Lending Series Fund
 
4,472
   
--
   
4,472
   
--
SSgA Target Retirement 2050 Securities Non-Lending Series Fund
 
4,287
   
--
   
4,287
   
--
SSgA Target Retirement 2045 Securities Non-Lending Series Fund
 
97,419
   
--
   
97,419
   
--
SSgA Target Retirement 2040 Securities Non-Lending Series Fund
 
12,496
   
--
   
12,496
   
--
SSgA Target Retirement 2035 Securities Non-Lending Series Fund
 
352,433
   
--
   
352,433
   
--
SSgA Target Retirement 2030 Securities Non-Lending Series Fund
 
40,143
   
--
   
40,143
   
--
SSgA Target Retirement 2025 Securities Non-Lending Series Fund
 
76,146
   
--
   
76,146
   
--
SSgA Target Retirement 2020 Securities Non-Lending Series Fund
 
63,650
   
--
   
63,650
   
--
SSgA Target Retirement 2015 Securities Non-Lending Series Fund
 
5,943
   
--
   
5,943
   
--
SsgA Aggressive Strategic Balanced Securities LSF
 
398,741
   
--
   
398,741
   
--
SSgA Conservative Strategic Balanced Securities LSF
 
125,220
   
--
   
125,220
   
--
SSgA Russell Large Cap Growth Index Securities NLSF
 
331,424
   
--
   
331,424
   
--
SSgA Russell Large Cap Value Index Securities NLSF
 
404,127
   
--
   
404,127
   
--
SSgA Long US Treasury Index Securities NLSF
 
470,746
   
--
   
470,746
   
--
SSgA Moderate Strategic Balanced Securities LSF
 
240,992
   
--
   
240,992
   
--
SSgA Nasdaq 100 Index Securities NLSF
 
489,762
   
--
   
489,762
   
--
SSgA Daily EAFE Index Non-Lending Series Fund
 
212,486
   
--
   
212,486
   
--
SsgA S&P Flagship NLFS
 
2,043,300
   
--
   
2,043,300
   
--
SSgA S&P MidCap Index Securities NLSF
 
1,139,002
   
--
   
1,139,002
   
--
SSgA Russell Small Cap Index Securities NLSF
 
305,388
   
--
   
305,388
   
--
SSgA REIT Index Securities NLSF
 
198,095
   
--
   
198,095
   
--
SSgA Target Retirement Income Non-Lending Series
 
13,578
   
--
   
13,578
   
--
SSgA Bond Index Fund
 
202,416
   
--
   
202,416
   
--
Oritani Financial Corp. Stock
 
4,091,835
   
4,091,835
   
--
   
--
   
$12,653,109
   
$4,456,515
   
$8,196,594
   
$  --
                       



  12
 

 

Oritani Bank Employees Savings & Profit Sharing Plan and Trust
Notes to Financial Statements
December 31, 2015 and 2014

   
Fair Value Measurements at December 31, 2014
   
                       
   
Total
 
Level 1
 
Level 2
 
Level 3
Cash and Cash Equivalents
 
325,138
   
325,138
   
--
   
--
Reliance Trust Company Stable Value Fund
 
892,645
   
--
   
892,645
   
--
SSgA Target Retirement 2055 Securities Non-Lending Series Fund
 
2,611
   
--
   
2,611
   
--
SSgA Target Retirement 2050 Securities Non-Lending Series Fund
 
780
   
--
   
780
   
--
SSgA Target Retirement 2045 Securities Non-Lending Series Fund
 
85,281
   
--
   
85,281
   
--
SSgA Target Retirement 2040 Securities Non-Lending Series Fund
 
4,410
   
--
   
4,410
   
--
SSgA Target Retirement 2035 Securities Non-Lending Series Fund
 
352,350
   
--
   
352,350
   
--
SSgA Target Retirement 2030 Securities Non-Lending Series Fund
 
83,348
   
--
   
83,348
   
--
SSgA Target Retirement 2025 Securities Non-Lending Series Fund
 
67,633
   
--
   
67,633
   
--
SSgA Target Retirement 2020 Securities Non-Lending Series Fund
 
872
   
--
   
872
   
--
SSgA Target Retirement 2015 Securities Non-Lending Series Fund
 
223,091
   
--
   
223,091
   
--
SsgA Aggressive Strategic Balanced Securities LSF
 
392,436
   
--
   
392,436
   
--
SSgA Conservative Strategic Balanced Securities LSF
 
172,580
   
--
   
172,580
   
--
SSgA Russell Large Cap Growth Index Securities NLSF
 
246,416
   
--
   
246,416
   
--
SSgA Russell Large Cap Value Index Securities NLSF
 
399,695
   
--
   
399,695
   
--
SSgA Long US Treasury Index Securities NLSF
 
361,036
   
--
   
361,036
   
--
SSgA Moderate Strategic Balanced Securities LSF
 
151,506
   
--
   
151,506
   
--
SSgA Nasdaq 100 Index Securities NLSF
 
369,979
   
--
   
369,979
   
--
SSgA Daily EAFE Index Non-Lending Series Fund
 
216,730
   
--
   
216,730
   
--
SsgA S&P Flagship NLFS
 
2,251,766
   
--
   
2,251,766
   
--
SSgA S&P MidCap Index Securities NLSF
 
1,151,851
   
--
   
1,151,851
   
--
SSgA Russell Small Cap Index Securities NLSF
 
361,759
   
--
   
361,759
   
--
SSgA REIT Index Securities NLSF
 
247,916
   
--
   
247,916
   
--
SSgA Target Retirement Income Non-Lending Series
 
13,877
   
--
   
13,877
   
--
SSgA Bond Index Fund
 
140,818
   
--
   
140,818
   
--
Oritani Financial Corp. Stock
 
3,196,486
   
3,196,486
   
--
   
--
   
$11,713,010
   
$3,521,624
   
$8,191,387
   
$  --
                       
 
There were no transfers between Levels 1, 2 or 3 as of December 31, 2015 based on levels assigned to securities on December 31, 2014.
 

 

 
  13
 

 


Oritani Bank Employees Savings & Profit Sharing Plan and Trust
Notes to Financial Statements
December 31,2015 and 2014
 

 
5.           Tax Status
 
The Plan has received a determination letter from the Internal Revenue Service dated February 15, 2011, 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.
 
Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2015, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by tax jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2012.
 

 
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.
 
     7.           Party-in-Interest Transactions
 
The Plan has investments in common stock of Oritani Financial Corp.  Accordingly, these transactions qualify as party-in-interest transactions.  Certain administrative functions of the Plan are performed by officers or employees of the Plan Sponsor.  No such officer or employee receives compensation from the Plan.
 
The Plan allows participants to borrow from their fund accounts and, therefore, these transactions qualify as a party-in-interest.  Notes receivable from participants were $310,801 and $270,879 as of December 31, 2015 and 2014, respectively.
 
A Plan investment is managed by Reliance Trust Company.  Reliance Trust Company is the trustee for the Plan and, therefore, these transactions qualify as party-in-interest transactions.
 

 

 

 

 

  14
 

 
  
Oritani Bank Employees Savings & Profit Sharing Plan and Trust
Notes to Financial Statements
December 31,2015 and 2014

 
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, 2015 and 2014:

               
           
2015
2014
Net assets available for benefits as reported in the
   
 
Statement of Net Assets Available for Benefits
$13,032,334  
$11,971,755  
   
Adjustment from fair value to contract value for
   
     
fully-responsive investment contracts
973  
29,584  
   
Contributions receivable
(71,005) 
(28,112) 
Net assets available for benefits as disclosed in
   
 
Form 5500, Schedule H
   
$12,962,302  
$11,973,227  
               
 
The following is a reconciliation of contributions and change in net assets per the financial statements for the year ended December 31, 2015 and 2014, to Form 5500:

         
2015
 
2014
         
Contributions
 
Change in Net Assets
 
Contributions
 
Change in Net Assets
 
As disclosed in the financial statements
$1,503,045  
   
$1,060,664  
   
$729,403  
   
1,257,249  
 
 
Adjustment from fair value to contract value for
                     
 
fully-responsive investment contracts
 
--  
   
(28,612) 
   
—  
   
18,747  
 
 
Contributions receivable-beginning of year
28,112  
   
28,112  
   
27,739  
   
27,739  
 
 
Contributions receivable-end of year
(71,055) 
   
(71,005) 
   
(28,112) 
   
(28,112) 
 
 
As disclosed in Form 5500, Schedule H
$1,460,152  
   
$989,159  
   
$729,030  
   
$1,275,623  
 



9. Subsequent Events

The Bank has evaluated all subsequent transactions and events after the financial statement date through June 27, 2016,  the date the financial statements were available to be  issued. Based on this evaluation, the Plan has determined that no subsequent events occurred which would require disclosure in financial statements.


 

  15
 

 
 

Oritani 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, 2015
                             
         
 Description of
           
         
Investment Including
           
         
Maturity Date, Rate
           
   
Identity of Issuer, Borrower
 
of Interest, Collateral,
           
**(a)
 
Lessor or Similar Party
 
Par, or Maturity Value
   
**(a)
 
Current Value
                             
   
Cash and Cash Equivalents
                     
   
Cash
                   
$-
 
   
Collective Short Term Investment Fund
 
175,829
 
shares
       
175,829
 
   
SSgA Cash US Government Fund
 
188,818
 
shares
       
188,818
 
   
SSgA Short Term Investment Fund
 
33
 
shares
       
33
 
                             
   
  Total Cash and Cash Equivalents
               
364,680
 
                             
   
Interest in Common/Collective Trusts
                   
 
 
Reliance Trust Company Stable Value Fund
   
6,019
 
units
   
*
 
964,329
 
   
SSgA Target Retirement 2055 Securities Non-Lending Series Fund
 
324
 
units
       
4,472
 
   
SSgA Target Retirement 2050 Securities Non-Lending Series Fund
 
245
 
units
       
4,287
 
   
SSgA Target Retirement 2045 Securities Non-Lending Series Fund
 
5,496
 
units
       
97,419
 
   
SSgA Target Retirement 2040 Securities Non-Lending Series Fund
 
599
 
units
       
12,496
 
   
SSgA Target Retirement 2035 Securities Non-Lending Series Fund
 
19,904
 
units
       
352,433
 
   
SSgA Target Retirement 2030 Securities Non-Lending Series Fund
 
1,946
 
units
       
40,143
 
   
SSgA Target Retirement 2025 Securities Non-Lending Series Fund
 
4,403
 
units
       
76,146
 
   
SSgA Target Retirement 2020 Securities Non-Lending Series Fund
 
3,296
 
units
       
63,650
 
   
SSgA Target Retirement 2015 Securities Non-Lending Series Fund
 
372
 
units
       
5,943
 
   
SsgA Aggressive Strategic Balanced Securities LSF
 
19,493
 
units
       
398,741
 
   
SSgA Conservative Strategic Balanced Securities LSF
 
5,394
 
units
       
125,220
 
   
SSgA Russell Large Cap Growth Index Securities NLSF
 
14,895
 
units
       
331,424
 
   
SSgA Russell Large Cap Value Index Securities NLSF
 
20,430
 
units
       
404,127
 
   
SSgA Long US Treasury Index Securities NLSF
 
30,037
 
units
       
470,746
 
   
SSgA Moderate Strategic Balanced Securities LSF
 
10,789
 
units
       
240,992
 
   
SSgA Nasdaq 100 Index Securities NLSF
 
15,913
 
units
       
489,762
 
   
SSgA Daily EAFE Index Non-Lending Series Fund
 
12,951
 
units
       
212,486
 
   
SsgA S&P Flagship NLFS
 
53,364
 
units
       
2,043,301
 
   
SSgA S&P MidCap Index Securities NLSF
 
20,296
 
units
       
1,139,002
 
   
SSgA Russell Small Cap Index Securities NLSF
 
8,350
 
units
       
305,388
 
   
SSgA REIT Index Securities NLSF
 
4,137
 
units
       
198,095
 
   
SSgA Target Retirement Income Non-Lending Series
 
899
 
units
       
13,578
 
   
SSgA Bond Index Fund
 
15,435
 
units
       
202,416
 
                             
                             
   
  Total Interest in Common/Collective Trusts
                 
8,196,594
 
                             
   
Investment in Employer Securities
                     
*
 
Oritani Financial Corp. Stock
   
247,990
 
shares
       
4,091,835
 
                             
***
 
Participant Loans
                   
310,801
 
                             
               
$12,963,911
 
* Party-in-interest
                   
** Cost omitted for participant directed investments
               
*** Interest is 4.25% and maturity date ranging from January 2016 to December 2028
             
See Report of Independent Registered Public Accounting Firm.


  16
 

 
 
EXHIBIT INDEX


Exhibit Number                                           Exhibit


23.1                                Consent of Independent Registered Public Accounting Firm

23.2                                Consent of Independent Registered Public Accounting Firm






  17
 

 
 
SIGNATURES


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 BANK EMPLOYEES’
SAVINGS & PROFIT SHARING PLAN
     
     
Date:  June 27, 2016
By:
 /s/ Kevin J. Lynch 
   
Kevin J. Lynch
   
President and Chief Executive Officer
   
Oritani Bank