GFLS Greater Community Bancorp (MM)

Greater Community Bancorp (�GCB� or the �Company�) (Nasdaq: GFLS) announced 2007 net income of $8.9 million or $1.02 per diluted share, compared with $5.6 million or $0.65 per diluted share for the year 2006. Net income for the fourth quarter of 2007 was $2.0 million, or $0.23 per diluted share, compared to a net loss of $1.4 million or $(0.17) per diluted share for the 2006 fourth quarter and net income of $2.2 million or $0.25 per diluted share for the third quarter of 2007. Earnings results for 2006 included a one-time provision for income taxes of $4.2 million in recognition of an additional current income tax liability. In connection with this, net income for 2007 included a partial recovery of the tax provision and related interest in the amount of $1.8 million. The Company previously announced that it had mitigated and extinguished the tax liability. For 2007, net interest income was $31.6 million, a decrease of $0.2 million compared with 2006, and the net interest margin declined from 3.85% in 2006 to 3.52% in 2007. During most of 2007, interest rates and competitive market conditions put upward pressure on the cost of funds, and the margin declined despite significant volume growth in the Company�s loan and lease portfolio. The provision for loan and lease losses for 2007 was $1.6 million, increasing $0.9 million from 2006, largely in relation to loan and lease growth. Total non-interest income was $7.2 million, up $0.9 million from 2006, and included growth in commissions and fees and loan fee income, while gains on sales of investment securities rose $0.7 million from the prior year. Non-interest expense totaled $25.7 million for 2007, increasing $1.0 million or 4% over 2006. Non-interest expense for 2007 included a $0.5 million recovery of interest on income taxes, which was more than offset by a $0.8 million previously announced charge related to redemption of all of the outstanding trust preferred securities issued in 2002 by GCB Capital Trust II, a Delaware statutory trust sponsored by the Company. Additionally, non-interest expense for 2007 included professional fees of approximately $0.5 million incurred in connection with the previously announced and pending merger of GCB with Oritani Financial Corp. For the fourth quarter of 2007, net interest income was $8.2 million, increasing $0.5 million or 6.4% compared with the 2006 fourth quarter. The net interest margin declined from 3.59% to 3.55% between periods, largely attributable to a compression resulting from the interest rate yield curve and market conditions. The provision for loan and lease losses for the three months ended December 31, 2007 was $0.3 million, increasing approximately $0.1 million from the same prior-year period. Non-interest income totaled $2.1 million in the fourth quarter of 2007, compared with $1.8 million in the 2006 fourth quarter, and included $0.6 million in gains on sales of investment securities, which increased $0.3 million. Non-interest expense for the three months ended December 31, 2007 was $6.5 million, a decrease of $0.4 million compared with the fourth quarter of 2006. Included in non-interest expense in the 2006 fourth quarter was $0.9 million for interest on income taxes in connection with a provision for income taxes recognized for an additional current tax liability. The fourth quarter of 2007 included $0.5 million in professional fees in connection with the previously announced merger of GCB with Oritani Financial Corp. On a linked quarter basis, net interest income for the fourth quarter of 2007 increased $0.3 million compared with the third quarter of 2007. The net interest margin improved from 3.48% to 3.55% over the period, as the Company�s cost of deposits and borrowings benefited from the Federal Reserve�s reductions to interest rates during the quarter. The provision for loan and lease losses for the three months ended December 31, 2007 was $0.3 million, declining $0.3 million from the linked quarter. Non-interest income totaled $2.1 million for both the fourth and third quarters of 2007. Fourth quarter non-interest income included gains on sales of investment securities of $0.6 million, increasing $0.2 million compared with the linked quarter, while loan fee income declined by $0.2 million. Non-interest expense for the three months ended December 31, 2007 was $6.5 million, increasing $0.3 million from the linked quarter. Non-interest expense for the fourth quarter included approximately $0.5 million in professional fees in connection with the previously announced merger of GCB with Oritani Financial Corp. Compared with the third quarter of 2007, the provision for income taxes for the fourth quarter of 2007 included an additional $0.3 million related to a deferred tax benefit that is no longer realizable. Greater Community Bancorp�s Chairman, President and CEO, Anthony M. Bruno, Jr., commented, �Along with many other community banks, GCB experienced a particularly challenging interest rate and competitive environment this past year. A flat and often inverted yield curve during most of the year made it increasingly difficult to attract core deposits and drove our deposit costs higher, while earning asset yields remained relatively stable. This had the effect of compressing our net interest margin for most of the year despite growing our loan and lease portfolio by $81.4 million, or 11.3%, from a year ago. Although total revenue improved only slightly from 2006, largely because of net interest margin compression, non-interest expense was limited to growth of 4% despite containing a number of one-time charges, and we benefited from resolving a previous tax liability. Mr. Bruno added, "While GCB has no sub-prime mortgage loans, we are not immune to the credit challenges and current market conditions facing the financial services industry. However, we remain ever-committed to prudent credit risk management and conservative credit practices. At December 31, 2007, GCB is adequately reserved with an allowance for loan and lease losses of $11.2 million or 1.39% of total loans and leases.� Non-performing assets were 0.21% of total assets at December 31, 2007, compared to 0.15% at the prior year-end. Net charge-offs for 2007 were 0.05% of average loans and leases, compared to 0.03% for 2006. At December 31, 2007, total assets were $977.4 million, increasing 2.8% from year-end 2006. Loans and leases increased $81.4 million or 11.3%, totaling $802.9 million as of December 31, 2007. Deposits totaled $749.5 million, increasing $22.2 million or 3.0% from year-end 2006. Shareholders' equity totaled $72.4 million at December 31, 2007, increasing 7.1% from the prior year-end. Common shares outstanding at year-end were 8,709,940. Cash dividends declared during the year, adjusted for stock dividends, totaled $0.568 per share, including a $0.145 per share quarterly cash dividend declared in December 2007. About the Company Greater Community Bancorp is a financial holding company headquartered in Totowa, New Jersey. The Company operates fifteen full-service branches in the northern New Jersey counties of Bergen, Passaic and Morris through its state-chartered commercial bank subsidiary Greater Community Bank. Greater Community Bank provides traditional commercial and retail banking services to businesses and consumers in New Jersey and, through its subsidiary Highland Capital Corp., provides equipment leasing and financing. The Company also offers traditional insurance products through its Greater Community Insurance Services, LLC subsidiary and offers title insurance and settlement services through its Greater Community Title LLC subsidiary. In addition, Greater Community Financial, a division of Greater Community Bank, provides a wide range of investment products and services exclusively through Raymond James Financial Services, Inc., member FINRA/SIPC. (Securities are not FDIC insured or bank guaranteed, and are subject to risk and may lose value). Insurance policies are not insured by the FDIC or any federal government agency, may lose value, and are not a deposit of or guaranteed by Greater Community Bank or any bank affiliate. For additional information about Greater Community Bancorp and its subsidiaries visit www.greatercommunity.com or call 973-942-1111. On November 14, 2007, the Company announced that it had entered into an Agreement and Plan of Merger with Oritani Financial Corp. (�OFC�), pursuant to which the Company will merge with and into OFC, with OFC being the surviving corporation, pending shareholder and regulatory approvals and other customary closing conditions. Additional Information and Where to Find It OFC and GCB will file a registration statement, a proxy statement/prospectus and other relevant documents concerning the proposed merger with the Securities and Exchange Commission (the �SEC�). Shareholders are urged to read the registration statement and the proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the merger. You will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about OFC and GCB, at the SEC�s Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus to be filed by OFC also can be obtained, when available and without charge, by directing a request to Oritani Financial Corp., Attention: Kevin J. Lynch, 370 Pascack Road, Township of Washington, New Jersey 07676, (201) 664-5400 or to Greater Community Bancorp, Attention: Anthony M. Bruno, 55 Union Boulevard, Totowa, New Jersey 07512, (973) 942-1111. Participants in Solicitation Greater Community Bancorp, Oritani Financial Corp. and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Greater Community Bancorp and Oritani Financial Corp. in connection with the merger. Information about the directors and executive officers of Greater Community Bancorp and their ownership of Greater Community Bancorp common stock is set forth in Greater Community Bancorp�s most recent proxy statement as filed with the SEC on Schedule 14, which is available at the SEC�s Internet site (http://www.sec.gov) and upon request from Greater Community Bancorp at the address in the preceding paragraph. Information about the directors and executive officers of Oritani Financial Corp. is set forth in Oritani Financial Corp.�s most recent proxy statement filed with the SEC on Schedule 14A, which is available at the SEC�s Internet site and upon request from Oritani Financial Corp. at the address set forth in the preceding paragraph. Additional information regarding the interests of these participants may be obtained by reading the proxy statement/prospectus regarding the proposed merger when it becomes available. Forward-Looking Statements This release contains forward-looking statements relating to present or future trends or factors affecting the banking industry, and specifically the financial condition and results of operations, including without limitation, statements relating to the earnings outlook of the Company, as well as its operations, markets and products. Actual results could differ materially from those indicated. Among the important factors that could cause results to differ materially are interest rate changes, change in economic climate, which could materially impact credit quality trends and the ability to generate loans, changes in the mix of the Company's business, competitive pressures, changes in accounting, tax or regulatory practices or requirements, resolution of tax reviews, whether and when the transactions contemplated by the merger agreement with Oritani Financial Corp. will be consummated, and those risk factors detailed in the Company's periodic reports and registration statements filed with the Securities and Exchange Commission. The Company undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this release. Greater Community Bancorp � � Consolidated Balance Sheets (dollars in thousands, except per share data) � December 31, December 31, 2007 2006 (unaudited) ASSETS CASH AND DUE FROM BANKS - Non interest-bearing $ 16,801 $ 22,269 FEDERAL FUNDS SOLD � 7,640 � � 31,600 � Total cash and cash equivalents 24,441 53,869 DUE FROM BANKS - Interest-bearing 4,868 26,359 INVESTMENT SECURITIES - Available-for-sale 82,283 64,942 INVESTMENT SECURITIES - Held-to-maturity (aggregate fair values of $12,214 and $36,225 at December 31 , 2007 and 2006, respectively) � 12,878 � � 36,391 � Total investment securities 95,161 101,333 LOANS AND LEASES, net of unearned income 802,865 721,430 Less: Allowance for loan and lease losses � (11,188 ) � (10,022 ) Net loans and leases 791,677 711,408 PREMISES AND EQUIPMENT, net 12,505 10,599 ACCRUED INTEREST RECEIVABLE 4,318 4,091 OTHER REAL ESTATE OWNED, net - 349 INVESTMENT IN REAL ESTATE JOINT VENTURE 870 97 BANK-OWNED LIFE INSURANCE 15,955 15,477 GOODWILL 11,574 11,574 OTHER ASSETS � 15,997 � � 15,813 � TOTAL ASSETS $ 977,366 � $ 950,969 � � LIABILITIES AND SHAREHOLDERS' EQUITY DEPOSITS: Non interest-bearing $ 166,550 $ 169,013 Interest-bearing checking 99,319 103,853 Money market 193,884 191,912 Savings 67,433 68,659 Time deposits less than $100 150,523 119,470 Time deposits $100 and over � 71,763 � � 74,405 � Total deposits 749,472 727,312 FEDERAL FUNDS PURCHASED - 10,000 SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE 4,729 8,246 FHLB ADVANCES 112,500 96,000 SUBORDINATED DEBENTURES 24,743 24,743 ACCRUED INTEREST PAYABLE 4,942 3,191 OTHER LIABILITIES � 8,605 � � 13,902 � Total liabilities � 904,991 � � 883,394 � SHAREHOLDERS' EQUITY: Common stock, par value $0.50 per share: 20,000,000 shares authorized, 8,709,940 and 8,402,842 shares outstanding at December 31, 2007 and 2006, respectively 4,355 4,201 Additional paid-in capital 63,139 58,633 Retained earnings 4,773 3,963 Accumulated other comprehensive income � 108 � � 778 � Total shareholders' equity � 72,375 � � 67,575 � TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 977,366 � $ 950,969 � Greater Community Bancorp � � Consolidated Statements of Income (in thousands, except per share data) � � Three Months Ended Year Ended December 31, December 31, 2007 � 2006 2007 2006 (unaudited) (unaudited) INTEREST INCOME: Loans and leases $ 13,801 $ 12,452 $ 53,218 $ 48,157 Investment securities 1,455 1,284 5,677 5,393 Federal funds sold and deposits with banks � 327 � � 587 � � 2,004 � � 1,340 � Total interest income � 15,583 � � 14,323 � � 60,899 � � 54,890 � � INTEREST EXPENSE: Deposits 5,437 4,988 21,849 16,731 Short-term borrowings 1,516 1,120 5,587 4,311 Long-term borrowings � 427 � � 507 � � 1,863 � � 2,028 � Total interest expense � 7,380 � � 6,615 � � 29,299 � � 23,070 � � NET INTEREST INCOME 8,203 7,708 31,600 31,820 � PROVISION FOR LOAN AND LEASE LOSSES � 316 � � 226 � � 1,574 � � 717 � Net interest income after provision for loan and lease losses � 7,887 � � 7,482 � � 30,026 � � 31,103 � � NON-INTEREST INCOME: Service charges on deposit accounts 688 652 2,646 2,755 Commissions and fees 327 288 1,355 1,195 Loan fee income 185 196 995 701 Gain on sale of loans 46 - 155 - Gain on sale of investment securities 619 341 1,244 506 Loss on impaired investment securities (28 ) - (28 ) (23 ) Bank-owned life insurance 128 119 479 472 All other income � 102 � � 206 � � 389 � � 682 � Total non-interest income � 2,067 � � 1,802 � � 7,235 � � 6,288 � � NON-INTEREST EXPENSE: Salaries and employee benefits 3,571 3,249 14,571 13,761 Occupancy and equipment 1,171 907 4,121 3,656 Regulatory, professional and other fees 868 619 3,353 2,232 Computer services 268 279 1,105 923 Office expenses 270 285 1,097 1,066 (Gain) loss on other real estate owned (64 ) 200 (64 ) 200 Interest on income taxes (recovery) - 880 (503 ) 880 Other operating expenses � 414 � � 492 � � 2,034 � � 2,007 � Total non-interest expense � 6,498 � � 6,911 � � 25,714 � � 24,725 � � INCOME BEFORE PROVISION FOR INCOME TAXES 3,456 2,373 11,547 12,666 PROVISION FOR INCOME TAXES � 1,485 � � 3,798 � � 2,695 � � 7,113 � � NET INCOME $ 1,971 � $ (1,425 ) $ 8,852 � $ 5,553 � � Weighted average shares outstanding - Basic 8,691 8,573 8,654 8,546 Weighted average shares outstanding - Diluted 8,708 8,573 8,671 8,550 � Earnings per share - Basic $ 0.23 ($0.17 ) $ 1.02 $ 0.65 Earnings per share - Diluted $ 0.23 ($0.17 ) $ 1.02 $ 0.65 Greater Community Bancorp � � Consolidated Statements of Income (in thousands, except per share data, unaudited) � Three Months Ended December 31, September 30, 2007 2007 � INTEREST INCOME: Loans and leases $ 13,801 $ 13,618 Investment securities 1,455 1,485 Federal funds sold and deposits with banks � 327 � � 400 Total interest income � 15,583 � � 15,503 � INTEREST EXPENSE: Deposits 5,437 5,716 Short-term borrowings 1,516 1,432 Long-term borrowings � 427 � � 422 Total interest expense � 7,380 � � 7,570 � NET INTEREST INCOME 8,203 7,933 � PROVISION FOR LOAN AND LEASE LOSSES � 316 � � 614 Net interest income after provision for loan and lease losses � 7,887 � � 7,319 � NON-INTEREST INCOME: Service charges on deposit accounts 688 644 Commissions and fees 327 372 Loan fee income 185 375 Gain on sale of loans 46 53 Gain on sale of investment securities 619 464 Loss on impaired investment securities (28 ) - Bank-owned life insurance 128 121 All other income � 102 � � 81 Total non-interest income � 2,067 � � 2,110 � NON-INTEREST EXPENSE: Salaries and employee benefits 3,571 3,540 Occupancy and equipment 1,171 916 Regulatory, professional and other fees 868 597 Computer services 268 360 Office expenses 270 260 Gain on other real estate owned (64 ) - Interest on income taxes - 12 Other operating expenses � 414 � � 501 Total non-interest expense � 6,498 � � 6,186 � INCOME BEFORE PROVISION FOR INCOME TAXES 3,456 3,243 PROVISION FOR INCOME TAXES � 1,485 � � 1,048 � NET INCOME $ 1,971 � $ 2,195 � Weighted average shares outstanding - Basic 8,691 8,658 Weighted average shares outstanding - Diluted 8,708 8,676 � Earnings per share - Basic $ 0.23 $ 0.25 Earnings per share - Diluted $ 0.23 $ 0.25 � Greater Community Bancorp � � � � � Three Months Ended Year Ended December 31, December 31, SELECTED FINANCIAL DATA 2007 2006 2007 2006 (dollars in thousands, except per share data) (unaudited) (unaudited) Earnings Net interest income $ 8,203 $ 7,708 $ 31,600 $ 31,820 Provision for loan and lease losses 316 226 1,574 717 Non-interest income 2,067 1,802 7,235 6,288 Non-interest expense 6,498 6,911 25,714 24,725 Net income 1,971 (1,425 ) 8,852 5,553 Per Share Data1 Earnings per share - basic $ 0.23 -$0.17 $ 1.02 $ 0.65 Earnings per share - diluted 0.23 -0.17 1.02 0.65 Book value per share 8.31 7.85 8.31 7.85 Cash dividends declared 0.145 0.137 0.568 0.531 Performance Ratios Return on average assets 0.79 % -0.61 % 0.91 % 0.62 % Return on average equity 10.89 % -8.18 % 12.73 % 8.22 % Net interest margin (tax equivalent basis) 3.55 % 3.59 % 3.52 % 3.85 % Efficiency ratio 67.33 % 64.75 % 69.42 % 63.41 % � � � � � � � � � � December 31, December 31, SELECTED BALANCE SHEET DATA & RATIOS 2007 2006 (dollars in thousands) (unaudited) Period-end Balances Total assets $ 977,366 $ 950,969 Total loans and leases, net of unearned income 802,865 721,430 Total deposits 749,472 727,312 Total shareholders' equity 72,375 67,575 Capital & Liquidity Shareholders' equity/ total assets 7.41 % 7.11 % Loans and leases/ deposits 107.12 % 99.19 % Asset Quality Net loan and lease charge-offs/ average loans and leases 0.05 % 0.03 % Nonperforming assets/ total assets 0.21 % 0.15 % Allowance for loan and lease losses/ total loans and leases 1.39 % 1.39 % � 1 Adjusted retroactively for stock dividends.