================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported) February 8, 1999
1ST BERGEN BANCORP
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW JERSEY 0-27686 22-3409845
---------------------------- ------------- --------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
250 VALLEY BOULEVARD, WOOD-RIDGE, NEW JERSEY 07075
-------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 939-3400
================================================================================
<PAGE>
Item 5. Other.
The Registrant issued a press release on February 8, 1999, announcing its
fourth fiscal quarter 1998 earnings.
Item 7. Exhibits.
The following exhibit is filed with this Current Report on Form 8-K.
Exhibit No. Description
- ----------- -----------
99 Press Release dated February 8, 1999.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, 1st
Bergen Bancorp has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
1ST BERGEN BANCORP
(Registrant)
Dated: February 9, 1999 By: /s/ ALBERT E. GOSSWEILER
------------------------
Albert E. Gossweiler
Executive Vice President and
Chief Financial Officer
-3-
<PAGE>
EXHIBIT INDEX
CURRENT REPORT ON FORM 8-K
Exhibit No. Description Page No.
- ----------- ----------- --------
99 Press Release dated February 8, 1999 5
-4-
EXHIBIT 99
PRESS RELEASE
WOOD-RIDGE, NEW JERSEY, February 8, 1999 - 1st Bergen Bancorp
(NASDAQ/NMS:FBER), the holding company for South Bergen Savings Bank, announced
net income for the fourth quarter ended December 31, 1998 of $488,000, a
decrease of $65,000, or 11.75%, over the $553,000 earned for the same period in
1997.
The $65,000 decrease in earnings over the prior year is primarily
attributable to a $37,000 decrease in net interest income, coupled with an
increase in tax expense, offset by an increase in non-interest income and a
decrease in non-interest expense.
The Company earned $0.22 and $0.21 per share on a basic and diluted basis,
respectively, for the quarter ended December 31, 1998, which was the same as
earned for the quarter ended December 31, 1997.
Net interest income before provision for loan losses was $2.2 million for
the three months ended December 31, 1998 and December 31, 1997. The provision
for loan losses was $75,000 for the quarter ended December 31, 1998 and December
31, 1997. Non-interest income and non-interest expense totalled $125,000 and
$1.5 million, respectively, for the three months ended December 31, 1998,
compared to $85,000 and $1.5 million, respectively, for the same period in the
prior year.
Total assets at December 31, 1998 were $301.5 million, versus $290.4
million at December 31, 1997, an increase of 3.82%. Net loans totalled $124.5
million at December 31, 1998, compared to $127.8 million at December 31, 1997, a
decrease of $3.3 million, or 2.58%.
-5-
<PAGE>
The ratio of non-performing loans to total assets was 0.89% at December 31,
1998, compared to 0.71% at December 31, 1997. The ratio of non-performing assets
to total assets was .96% at December 31, 1998, compared to 0.75% at December 31,
1997.
Real estate owned totalled $208,000 at December 31, 1998, compared to
$118,000 at December 31, 1997.
During the fourth quarter of 1998, 1st Bergen signed a definitive merger
agreement with Kearny Federal Savings Bank whereby Kearny would pay $24 cash for
each share of 1st Bergen common stock. Kearny is a federal mutual savings bank
with assets of $819 million and five northern New Jersey banking offices. The
required Office of Thrift Supervision (OTS) and Securities and Exchange
Commission (SEC) filings have been submitted. The transaction is expected to
close during the first quarter of 1999.
South Bergen Savings Bank operates a traditional retail banking business
from its main office in Wood-Ridge, New Jersey, and branch offices in Bergen,
Morris and Passaic Counties.
-6-
<PAGE>
1ST BERGEN BANCORP
CONSOLIDATED STATEMENTS OF INCOME FOR THREE MONTHS ENDED
(UNAUDITED)
12/31/98 12/31/97
-------- --------
Interest Income:
Loans receivable ............................ $2,483,112 $2,516,043
Investment securities held to maturity ...... 495,583 897,485
Investment securities available for sale .... 1,237,539 497,744
MBS securities held to maturity ............. 524,890 913,329
MBS securities available for sale ........... 246,703 175,923
FHLB stock .................................. 46,169 18,593
FHLB deposits ............................... 107,869 75,550
----------- ------------
TOTAL INTEREST INCOME ......................... 5,141,865 5,094,667
Interest Expense:
Deposits .................................... 2,513,176 2,432,687
Advances from FHLB .......................... 427,973 424,080
----------- -----------
Total Interest Expense ........................ 2,941,149 2,856,767
Net Interest Income before
Provision for Loan Losses ................... 2,200,716 2,237,900
Provision for Loan Losses ..................... 75,000 75,000
------------ ------------
NET INTEREST INCOME AFTER PROVISION ........... 2,125,716 2,162,900
Non-Interest Income:
Loan fees and service charges ............... 75,771 49,165
Annuity commissions ......................... 450 2,250
Gain on sale of securities .................. 14,000 --
Other ....................................... 34,625 33,689
------------ ------------
TOTAL NON-INTEREST INCOME ..................... 124,846 85,104
Non-Interest Expense:
Compensation and employee benefits .......... 843,924 851,878
Annuity commission expense .................. 110 --
Occupancy ................................... 82,668 76,067
Equipment ................................... 159,034 122,387
Advertising ................................. 56,157 62,626
Federal insurance premiums .................. 32,417 35,151
Net loss from REO ........................... 31,218 43,957
Insurance and bond premium .................. 31,374 26,638
Other expenses .............................. 271,922 299,427
----------- -----------
TOTAL NON-INTEREST EXPENSE .................... 1,508,824 1,518,131
Income before Taxes ........................... 741,738 729,873
Federal and State Tax Expense ................. 253,964 176,829
----------- -----------
NET INCOME .................................... $ 487,774 $ 553,044
========== ==========
Earnings Per Share - Basic .................... $ .22 $ .22
------- -------
Earnings Per Share - Diluted .................. $ .21 $ .21
------- -------
-7-
<PAGE>
1ST BERGEN BANCORP
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
12/31/98 12/31/97
-------- --------
ASSETS:
Cash and due from banks ...................... $ 13,989,440 $ 3,199,133
Interest-bearing deposits in other banks ..... 1,840,596 0
------------ -------------
Total Cash and Cash Equivalents ................ 15,830,036 3,199,133
Loans receivable, net ........................ $124,546,802 $127,817,620
Mortgage-backed securities held to maturity .. 28,286,239 52,457,620
Mortgage-backed securities available for sale 23,758,812 10,444,559
Investment securities held to maturity ....... 21,740,635 46,903,262
Investment securities available for sale ..... 77,711,572 41,090,336
FHLB stock ................................... 2,616,700 1,627,100
Real estate owned ............................ 208,000 117,500
Premises and equipment ....................... 2,978,033 3,018,603
Accrued interest and dividends receivable .... 1,945,192 2,094,060
Accrued income taxes ......................... 161,164 --
Deferred income taxes ........................ 1,282,711 1,186,983
Other assets ................................. 476,126 388,481
------------ -----------
TOTAL ASSETS ................................... $301,542,022 $290,345,257
============ ============
Liabilities & Stockholders' Equity
LIABILITIES:
Deposits ..................................... $236,302,940 $217,426,098
Borrowing .................................... 28,000,000 31,334,000
Escrow ....................................... 843,510 986,166
Accrued income taxes ......................... 272,933 507,036
Other liabilities ............................ 474,201 822,265
------------ -----------
TOTAL LIABILITIES .............................. 265,893,584 251,075,565
TOTAL STOCKHOLDERS' EQUITY ..................... 35,648,438 39,269,692
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY ....... $301,542,022 $290,345,257
============ ===========
TOTAL SHARES OUTSTANDING ....................... 2,585,243 2,864,535
--------- ---------
-8-