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Filed
by Greater Community Bancorp
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Pursuant
to Rule 425 under the Securities Act of
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1933
and deemed filed pursuant to Rule 14a-6
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under
the Securities Exchange Act of 1934
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Subject
Company: Greater Community Bancorp
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(Commission
File No. 000-14294)
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The
following was made available to shareholders of Greater Community
Bancorp.
FOURTH
QUARTER 2007 REPORT
Dear
Shareholder:
We
are
pleased to share with you highlights of our full year and fourth quarter
2007 performance. Greater Community Bancorp recently announced
2007
net
income o
f $
8.9
million
or
$
1.02
per diluted share,
compared
with
$
5.6
million
or
$0.65 per diluted share
for
the
year
200
6.
Net income f
or the fourth quarter
of
200
7 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
.
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.
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.
We
are
pleased to reward our shareholders for their commitment to Greater Community
Bancorp. In December, our Board of Directors declared a $0.145 per share
quarterly cash dividend payable January 31, 2007 to shareholders of record
January 18, 2007.
Sincerely,
Anthony
M. Bruno, Jr.
Chairman
of the Board, President and CEO
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Greater
Community Bancorp
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Three
Months Ended
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Year
Ended
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December
31,
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December
31,
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SELECTED
FINANCIAL DATA
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2007
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2006
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2007
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2006
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(dollars
in thousands, except per share data)
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(unaudited)
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(unaudited)
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Earnings
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Net
interest income
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$
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8,203
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$
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7,708
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$
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31,600
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$
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31,820
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Provision
for loan and lease losses
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316
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226
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1,574
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717
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Non-interest
income
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2,067
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1,802
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7,235
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6,288
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Non-interest
expense
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6,498
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6,911
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25,714
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24,725
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Net
income
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1,971
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(1,425
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)
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8,852
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5,553
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Per
Share Data
1
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Earnings
per share - basic
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$
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0.23
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$
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-0.17
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$
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1.02
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$
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0.65
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Earnings
per share - diluted
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0.23
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-0.17
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1.02
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0.65
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Book
value per share
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8.31
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7.85
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8.31
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7.85
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Cash
dividend declared
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0.145
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0.137
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0.568
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0.531
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Performance
Ratios
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Return
on average assets
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0.79%
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-0.61%
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0.91%
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0.62%
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Return
on average equity
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10.89%
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-8.18%
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12.73%
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8.22%
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Net
interest margin (tax equivalent basis)
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3.55%
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3.59%
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3.52%
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3.85%
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Efficiency
ratio
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67.33%
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64.75%
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69.42%
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63.41%
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December
31,
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December
31,
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SELECTED
BALANCE SHEET DATA & RATIOS
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2007
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2006
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(dollars
in thousands)
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(unaudited)
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Period-end
Balances
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Total
assets
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$
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977,366
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$
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950,969
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Total
loans and leases, net of unearned income
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802,865
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721,430
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Total
deposits
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749,472
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727,312
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Total
shareholders' equity
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72,375
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67,575
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Capital
& Liquidity
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Shareholders'
equity/ total assets
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7.41%
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7.11%
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Loans
and leases/ deposits
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107.12%
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99.19%
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Asset
Quality
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Net
loan and lease charge-offs/ average loans and leases
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0.05%
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0.03%
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Nonperforming
assets/ total assets
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0.21%
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0.15%
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Allowance
for loan and lease losses/ total loans and leases
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1.39%
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1.39%
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1
Adjusted retroactively for stock dividends.
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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 Passaic , Bergen , and Morris through its state-chartered
commercial bank subsidiary, Greater Community Bank. Greater Community Bank
provides traditional commercial and retail banking services to small businesses
and consumers, and operates an equipment leasing and financing subsidiary,
Highland Capital Corp. 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 NASD/SIPC.
(Securities are not FDIC insured or bank-guaranteed, and are subject to risk
and
may lose value). The Company offers traditional insurance products through
its
Greater Community Insurance Services, LLC subsidiary, and also offers title
insurance and settlement services through its Greater Community Title, LLC
subsidiary . Insurance policies and tax services 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.
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