=============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1999 Commission file number 1-12753 Fidelity Bancorp, Inc. (Exact name of registrant as specified in its charter) Delaware 36-3915246 (State of Incorporation) (I.R.S. Employer Identification No.) 5455 W. Belmont, Chicago, Illinois, 60641 (Address of principal executive offices) (773) 736-4414 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all the reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days. YES X NO The number of shares outstanding of each of the issuer's classes of common stock, was 2,148,766 shares of common stock, par value $.01, outstanding as of January 18, 2000. =============================================================================== FIDELITY BANCORP, INC. FORM 10-Q INDEX Part I. FINANCIAL INFORMATION PAGE(S) Item 1. Financial Statements Consolidated Statements of Financial Condition as of December 31, 1999 and September 30, 1999 1 Consolidated Statements of Earnings for the three months ended December 31, 1999 and 1998 2 Consolidated Statements of Changes in Stockholders' Equity for the three months ended December 31, 1999 and 1998 3 Consolidated Statements of Cash Flows for the three months Ended December 31, 1999 and 1998 4 Notes to Unaudited Consolidated Financial Statements 5-6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6-12 Item 3. Quantitative mad Qualitative Disclosures about Market Risks 12-13 Part II. OTHER INFORMATION Item 1. Legal Proceedings 14 Item 2. Changes in Securities 14 Item 3. Defaults upon Senior Securities 14 Item 4. Submission of Matters to a Vote of Security Holders 14 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14 Signature Page 15 1 FIDELITY BANCORP, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Dollars in thousands, except per share data) December 31, September 30, 1999 1999 - -------------------------------------------------------------------------------------- ASSETS Cash and due from banks $ 4,525 2,714 Interest-bearing deposits 821 576 Federal funds sold 100 100 FHLB of Chicago stock 9,615 9,615 Mortgage-backed securities held to maturity, at amortized cost (approximate fair value of $3,396 at December 31, 1999 and $3,637 at September 30, 1999) 3,376 3,585 Investment securities available for sale, at fair value 64,294 66,070 Loans receivable, net of allowance for loan losses of $818 at December 31, 1999 and $780 at September 30, 1999 507,108 507,557 Accrued interest receivable 2,818 3,665 Real estate in foreclosure 145 - Premises and equipment 4,168 4,202 Deposit base intangible 28 34 Other assets 1,358 1,163 ------- ------- $ 598,356 599,281 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits 357,964 357,016 Borrowed funds 188,540 186,250 Advance payments by borrowers for taxes and insurance 5,244 7,986 Other liabilities 5,294 6,008 ------- ------- Total liabilities 557,042 557,260 STOCKHOLDERS' EQUITY Preferred stock, $.01 par value; authorized 2,500,000 shares; none outstanding - - Common stock, $.01 par value; authorized 8,000,000 shares; issued 3,782,350 shares; 2,148,766 and 2,207,846 shares outstanding at December 31, 1999 and September 30, 1999 38 38 Additional paid-in capital 38,764 38,690 Retained earnings, substantially restricted 34,661 33,771 Treasury stock, at cost (1,633,584 and 1,574,504 shares at December 31, 1999 and September 30, 1999, respectively) (29,199) (28,168) Common stock acquired by Employee Stock Ownership Plan (189) (632) Common stock acquired by Bank Recognition and Retention Plans (196) (198) Accumulated other comprehensive income (2,565) (1,480) ------- ------- TOTAL STOCKHOLDERS' EQUITY 41,314 42,021 Commitments and contingencies $ 598,356 599,281 ======= ======= See accompanying notes to unaudited consolidated financial statements. 2 FIDELITY BANCORP, INC. CONSOLIDATED STATEMENTS OF EARNINGS (Dollars in thousands, except per share data) Three months ended December 31, 1999 1998 - -------------------------------------------------------------------------------------- Interest Income: Loans receivable $ 9,290 7,937 Investment securities 1,322 1,130 Mortgage-backed securities 65 184 Interest earning deposits 11 18 Federal funds sold 1 1 ------ ------ 10,689 9,270 Interest Expense: Deposits 4,066 3,865 Borrowed funds 2,612 1,775 ------ ------ 6,678 5,640 ------ ------ Net interest income before provision for loan losses 4,011 3,630 Provision for loan losses 40 25 ------ ------ Net interest income after provision for loan losses 3,971 3,605 Non-Interest Income: Fees and commissions 103 96 Insurance and annuity commissions 224 153 Other 12 13 ------ ------ 339 262 Non-Interest Expense: General and administrative expenses: Salaries and employee benefits 1,425 1,421 Office occupancy and equipment 358 365 Data processing 127 134 Advertising and promotions 182 100 Federal deposit insurance premiums 51 52 Other 329 337 Amortization of intangible 6 9 ------ ------ 2,478 2,418 Income before income taxes 1,832 1,449 Income tax expense 699 540 ------ ------ Net income $ 1,133 909 ====== ====== Basic earnings per share $ 0.53 0.38 Diluted earnings per share $ 0.51 0.36 ====== ====== See accompanying notes to unaudited consolidated financial statements. 3 FIDELITY BANCORP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Dollars in thousands, except per share data) Three months ended December 31, 1999 and 1998 Accumulated Common Common Other Additional Stock Stock Comprehen- Common Paid-In Retained Treasury Acquired Acquired sive Stock Capital Earnings Stock by ESOP by BRRP's Income Total --- ------ ------- ------- ------ ------ ---- ------- Balance at September 30, 1998 38 38,117 30,646 (19,210) (1,092) (242) 340 48,597 Net income - - 909 - - - - 909 Purchase of treasury stock (271,500 shares) - - - (6,161) - - - (6,161) Cash dividends ($.10 per share) - - (258) - - - - (258) Amortization of award of BRRP's stock - - - - - 36 - 36 Cost of ESOP shares released - - - - 460 - - 460 Exercise of stock options and reissuance of treasury shares (3,400 shares) - (17) - 56 - - - 39 Tax benefit related to stock options exercised - 6 - - - - - 6 Market adjustment for committed ESOP shares - 119 - - - - - 119 Change in accumulated other comprehensive income - - - - - - (365) (365) --- ------ ------- ------- ------ ----- ----- ------- Balance at December 31, 1998 $ 38 38,225 31,297 (25,315) (632) (206) (25) $ 43,382 === ====== ======= ======= ====== ===== ===== ======= Balance at September 30, 1999 38 38,690 33,771 (28,168) (632) (198) (1,480) 42,021 Net income - - 1,133 - - - - 1,133 Purchase of treasury stock (59,500 shares) - - - (1,038) - - - (1,038) Cash dividends ($.11 per share) - - (243) - - - - (243) Amortization of award of BRRP's stock - - - - - 2 - 2 Cost of ESOP shares released - - - - 443 - - 443 Exercise of stock options and reissuance of treasury shares (420 shares) - (3) - 7 - - - 4 Tax benefit related to stock options exercised - 1 - - - - - 1 Market adjustment for committed ESOP shares - 76 - - - - - 76 Change in accumulated other comprehensive income - - - - - - (1,085) (1,085) --- ------ ------- ------- ------ ----- ------ ------- Balance at December 31, 1999 $ 38 38,764 34,661 (29,199) (189) (196) (2,565) $ 41,314 === ====== ======= ======= ====== ===== ====== ======= See accompanying notes to unaudited consolidated financial statements. 4 FIDELITY BANCORP, INC. Consolidated Statements of Cash Flows (Dollars in thousands) Three months ended December 31, 1999 1998 - -------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 1,133 909 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation 109 122 Deferred income taxes 1 - Provision for loan losses 40 25 Net amortization and accretion of premiums and discounts (11) (15) Amortization of cost of stock benefit plans 2 36 Principal payment on ESOP loan 443 460 Market adjustment for committed ESOP shares 76 119 Deferred loan costs, net of amortization (45) (83) Amortization of deposit base intangible 6 9 Decrease in accrued interest receivable 847 953 Decrease (increase) in other assets (197) 63 Increase (decrease) in current taxes and other liabilities (21) 185 -------- ------ Net cash provided by operating activities 2,383 2,783 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities of investment securities - 10,000 Purchase of investment securities - (19,968) Purchase of Federal Home Loan Bank of Chicago Stock - (900) Loans originated for investment (20,760) (54,047) Purchase of premises and equipment (75) (18) Principal repayments collected on loans receivable 21,080 38,046 Principal repayments collected on mortgage-backed securities 209 1,266 -------- ------ Net cash provided by (used in) investing activities 454 (25,621) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits 948 7,777 Proceeds from FHLB advances 2,290 26,800 Net decrease in advance payments by borrowers for taxes and insurance (2,742) (2,209) Purchase of treasury stock (1,038) (6,161) Payment of common stock dividends (243) (258) Proceeds from exercise of stock options 4 39 -------- ------ Net cash provided by (used in) financing activities (781) 25,988 -------- ------ Net change in cash and cash equivalents 2,056 3,150 Cash and cash equivalents at beginning of period 3,390 1,975 -------- ------ Cash and cash equivalents at end of period $ 5,446 5,125 ======== ====== CASH PAID DURING THE PERIOD FOR: Interest $ 6,587 5,599 Income taxes - 200 NON-CASH INVESTING ACTIVITIES- Loans transferred to real estate in foreclosure $ 145 249 ======== ====== See accompanying notes to unaudited consolidated financial statements. 5 FIDELITY BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) necessary for a fair presentation have been included. The results of operations and other data for the three months ended December 31, 1999 are not necessarily indicative of results that may be expected for the entire fiscal year ended September 30, 2000. The unaudited consolidated financial statements include the accounts of Fidelity Bancorp, Inc. (the "Company") and its wholly-owned subsidiary, Fidelity Federal Savings Bank and subsidiaries (the "Bank"). All intercompany accounts and transactions have been eliminated in consolidation. (2) Earnings Per Share Diluted earnings per share for the three months ended December 31, 1999 and 1998 are computed by dividing net income by the weighted average number of shares of common stock and potential common stock outstanding for the periods which were 2,230,969 and 2,387,262, respectively. Stock options are the only potential common stock and are therefore considered in the diluted earnings per share calculations. Potential common stock are computed using the treasury stock method. (3) Comprehensive Income The Company's comprehensive income includes net income and other comprehensive income comprised entirely of unrealized gains or losses on securities available for sale, net of tax. Three months ended December 31, 1999 1998 - ------------------------------------------------------------------------------ Net income 1,133 909 Other comprehensive income, net of tax - Unrealized loss on securities available for sale arising during the period (1,085) (365) ---- ---- Comprehensive Income 48 544 ==== ==== 6 (4) Commitments and Contingencies At December 31, 1999, the Bank had outstanding commitments to originate loans of $8.7 million, of which $150,000 was a fixed 8.75% rate, and $5.4 million were adjustable rate commitments. At December 31, 1999 the Bank had a construction and development loan commitment for $3.1 million with a floating rate based on prime plus a margin. This loan is expected to begin draws in February 2000. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION GENERAL The Company's results of operations are dependent on net interest income which is the difference between interest earned on its loan and investment portfolios, and its cost of funds, consisting of interest paid on deposits and borrowed money. The Company also generates non-interest income such as transactional fees, loan servicing fees, and fees and commissions from the sales of insurance products and securities through its subsidiary. Operating expenses primarily consist of employee compensation, occupancy expenses, federal deposit insurance premiums and other general and administrative expenses. The results of operations are also significantly affected by general economic and competitive conditions, particularly changes in market interest rates, government policies and actions of regulatory authorities. The Company reported earnings for the first fiscal quarter ended December 31, 1999 of $1.1 million, compared with $909,000 for the same quarter a year ago, an increase of 24.6%. Earnings per diluted share for the quarter ended December 31, 1999 were $0.51 per share, an increase from $0.36 for the quarter ended December 31, 1998. The Company also announced that its board of directors declared a quarterly dividend of $0.12 per share, payable February 12, 2000 to stockholders of record as of January 31, 2000. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This report contains certain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward- looking statements to be covered by the safe harbor provisions for forward- looking statements contained in the Private Securities Reform Act of 1995, and is including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project" or similar expressions. The Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on the operations and future prospects of the Company and the subsidiaries include, but are not limited to, changes in: interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment portfolios, 7 demand for loan products, deposit flows, competition, demand for financial services in the Company's market area and accounting principles, policies and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning the Company and its business, including additional factors that could materially affect the Company's financial results, is included in the Company's filings with the Securities and Exchange Commission. LIQUIDITY & CAPITAL RESOURCES Liquidity management for the Bank is both a daily and long-term function of management's strategy. The Company's primary sources of funds are deposits and borrowings, amortization and prepayment of loan principal and mortgage-backed securities, maturities of investment securities and operations. While maturing investments and scheduled loan repayments are relatively predictable, deposit flows and loan prepayments are greatly influenced by interest rates, floors and caps on loan rates, general economic conditions and competition. The Bank generally manages the pricing of its deposits to be competitive and increase core deposit relationships, but has from time to time decided not to pay deposit rates that are as high as those of its competitors and, when necessary, to supplement deposits with FHLB advances. Federal regulations require the Bank to maintain minimum levels of liquid assets of 4% of the liquidity base. Savings associations have the option of calculating their liquidity requirements either on the basis of (i) their liquidity base at the end of the preceding quarter or (ii) the average daily balance of their liquidity base during the preceding quarter. If necessary, savings associations may be required to maintain liquidity in excess of the minimum requirement to insure safe and sound operations. At December 31, 1999, the Bank was in compliance with OTS liquidity requirements, with a liquidity ratio of 15.18%. The Company's cash flows are comprised of three classifications: cash flows from operating activities, cash flows from investing activities, and cash flows from financing activities. Cash flows provided by operating activities, consisting primarily of interest and dividends received less interest paid on deposits, were $2.4 million for the three months ended December 31, 1999. The Company used $454,000 in investing activities for the three month period ended December 31, 1999. Loan originations amounted to $20.8 million, which were offset primarily by $21.3 million in principal repayments received from loans and mortgage-backed securities. Net cash used in financing activities amounted to $781,000 for the three months ended December 31, 1999. The Company increased its borrowings from the FHLB by $2.3 million during the first quarter. Financing activities used $2.7 million to pay the second installment of real estate taxes from advance payments for borrowers for taxes and insurance. At December 31, 1999, the Bank had outstanding loan commitments of $8.7 million. Management anticipates that it will have sufficient funds available to meet its current loan commitments. Certificates of deposit scheduled to mature in one year or less from December 31, 1999 totaled $156.3 million. Consistent with historical experience, management believes that a significant portion of such deposits will remain with the Bank, and that their maturity and repricing will not have a material adverse impact on the operating results of the Company. 8 The Bank is subject to regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a material impact on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the entity's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting purposes. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets and of tangible capital to average assets. As of December 31, 1999, the Company and the Bank met the capital adequacy requirements to which they are subject. The Bank's Tangible Equity ratio at December 31, 1999 was 7.01%. The Tier 1 Capital ratio was 7.01%, the Tier 1 Risk-based ratio was 14.67%, and the Total Risk- Based Capital ratio was 14.96%. The most recent notification, July 1999, from the federal banking agencies categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Company and the Bank must maintain minimum total risk-based, Tier 1 risk- based, and Tier 1 leverage ratios. There are no conditions or events since that notification that have changed the Company's or the Bank's category. CHANGES IN FINANCIAL CONDITION Total assets at December 31, 1999 were $598.4 million, compared to $599.3 million at September 30, 1999. Loans receivable, net of allowance for loan losses, remained stable at $507.1 million. The Company continues to offer various loan products, and prices them competitively. The Company's loan originations for the quarter ended December 31, 1999 were $20.8 million, with a weighted average yield of 8.23%. Deposits grew slightly to $358.0 million at December 31, 1999, up from $357.0 million at September 30, 1999. FHLB advances increased from $186.3 million at September 30, 1999 to $188.5 million at December 31, 1999. Book value per share on December 31, 1999 was $19.23, compared with $19.03 at September 30, 1999. The increase was the result of the current quarter earnings combined with the Company s ongoing stock repurchase plan and offset by the change in accumulated other comprehensive income. ASSET QUALITY As of December 31, 1999, the Company had non-performing assets of $356,000. The Bank's non-performing assets at December 31, 1999 included one single- family residence and three automobiles. Classified loans of $211,000 were categorized as substandard, consisting of three residential mortgage loans and one multi-unit mortgage loan. There were no assets classified as doubtful. 9 The consistently low 0.06% non-performing assets to total assets is a result of management's ongoing monitoring and follow-up procedures of delinquent customers. Following a review of the foreclosed residential properties, management concluded that no specific allowances were necessary, as management does not expect any material losses from the non-performing loans. STOCK REPURCHASE The company announced its 10th stock repurchase plan on October 19, 1999. Under the plan, up to 110,000 shares, or 5 percent, may be purchased. Through December 31, 1999, 59,500 shares had been repurchased at an average price of $17.45 per share. There are 50,500 remaining shares available to be purchased. The company views stock repurchase programs as part of an ongoing strategy to build value for stockholders. 10 AVERAGE BALANCE SHEET The following table sets forth certain information relating to the Company's average balance sheet and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or labilities, respectively, for the periods shown. Average balances are derived from average daily balances. The yields and costs include fees, which are considered adjustments to yields. Three months ended December 31, 1999 1998 Average Average Average Yield/ Average Yield/ Balance Interest Cost Balance Interest Cost (dollars in thousands) Interest-earning assets: Loans, net $ 504,489 9,290 7.37% $ 425,975 7,937 7.45% Mortgage-backed securities 3,481 65 7.47% 10,434 184 7.05% Interest-bearing deposits 892 11 4.93% 1,405 18 5.12% Investment securities, and federal funds sold 75,738 1,323 6.99% 67,149 1,131 6.74% -------- ----- ----- ------- ----- ----- Total interest-earning assets 584,600 10,689 7.31% 504,963 9,270 7.34% Non-interest earning assets 11,044 16,110 -------- ------- Total assets $ 595,644 521,073 ======== ======= Interest-bearing liabilities: Deposits: Passbook & NOW accounts 140,853 1,265 3.59% 145,901 1,429 3.92% Money market accounts 15,490 149 3.85% 17,280 176 4.07% Certificate accounts 196,599 2,652 5.40% 163,716 2,260 5.52% -------- ----- ----- ------- ----- ----- Total deposits 352,942 4,066 4.61% 326,897 3,865 4.73% Borrowed funds 182,791 2,612 5.72% 127,351 1,775 5.58% -------- ----- ----- ------- ----- ----- Total interest-bearing liabilities 535,733 6,678 4.99% 454,248 5,640 4.97% Non-interest bearing deposits 5,906 8,743 Other liabilities 11,355 10,929 -------- ------- Total liabilities 552,994 473,920 Stockholders' equity 42,650 47,153 -------- ------- Total liabilities and stockholders' equity $ 595,644 $ 521,073 ======== ======= Net interest income/interest rate spread (1) 4,011 2.32% 3,630 2.37% ===== ===== ===== ===== Net earning assets/net interest margin (2) $ 48,867 2.74% $ 50,715 2.88% ======== ===== ======= ===== Ratio of interest-earning assets to interest-bearing liabilities 1.09x 1.11x ==== ==== (1) Interest rate spread represents the difference between the average rate on interest-earning assets and the average cost of interest bearing liabilities. (2) Net interest margin represents net interest income divided by average interest-earning assets. (3) Average yields and costs for the three month periods are annualized for presentation purposes. 11 COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998 GENERAL. Net income for the quarter ended December 31, 1999 was $1.1 million, an increase of $224,000 from the net income of $909,000 for the quarter ended December 31, 1998. The 24.6% increase in earnings for the quarter was the result of greater interest income from loans receivable and an increase in non-interest income. INTEREST INCOME. Income from loans receivable, the chief contributor to interest income, was $9.3 million for the quarter ended December 31, 1999, up 17.0% from the prior year. The average balance of loans increased 18.4% to $504.5 million compared to the average for the first quarter a year ago of $426.0 million. The yield on loans decreased 8 basis points. The decrease in the average loan rate was a result of high loan repayments during fiscal 1999. Interest income from the investment portfolio increased $192,000, which was the result of a 12.8% increase in average balance of investment securities for the quarter ended December 31, 1999 compared to that same quarter in 1998. Gross interest income totaled $10.7 million for the quarter ended December 31, 1999, up 15.3%, or $1.4 million from $9.3 million for the three months ended December 31, 1998. INTEREST EXPENSE. Interest expense from deposits for the quarter increased $201,000, from $3.9 million the previous year to $4.1 million. The increase was a direct result of the increase in deposit volume from quarter to quarter. The average deposit balance increased 8.0% from $326.9 million for the first fiscal quarter of 1999 to $352.9 million for the quarter ended December 31, 1999. The average deposit cost to the Company decreased 12 basis points. The Company continued to utilize the FHLB of Chicago advances as a source of funds for lending operations. The average borrowings for the quarter ended December 31, 1999 increased $55.4 million to $182.8 million from the three month period ended December 31, 1998 of $127.4 million. The weighted average cost increased 14 basis points, causing the interest expense on borrowed funds to increase $837,000 to $2.6 million, from $1.8 million for the quarter ended December 31, 1998. PROVISION FOR LOAN LOSSES. The Company continues to monitor the loan growth as well as the delinquencies. The Company recorded a provision for loan losses of $40,000 and $25,000, respectively, for the quarters ended December 31, 1999 and 1998. The provision for loan losses reflects management's on-going evaluation of losses on loans and the adequacy of the allowance for loan losses based on all pertinent considerations, including current market conditions. As of December 31, 1999, the cumulative allowance for loan losses was $818,000. The ratio of the allowance for loan losses to net loans receivable remained at 0.16% at December 31, 1999. NON-INTEREST INCOME. Non-interest income increased 29.4% to $339,000 for the first fiscal quarter. Insurance and annuity commissions produced $224,000, a $71,000 increase compared to the same period in 1998 while fees and commissions produced a modest gain from the previous quarter. 12 NON-INTEREST EXPENSE. Non-interest expense for the three months ended both December 31, 1999 and 1998 totaled $2.5 million. The largest increase was advertising expenses relating to the Bank s deposit and lending promotions. Management s efforts to control operating expenses also contributed to the increase in net income. The Company s efficiency improved in the quarter, with the ratio of operating expenses to average assets falling to 1.66% for the quarter ended December 31, 1999, from 1.86% for the quarter ended December 31, 1998. INCOME TAXES. Income taxes increased $159,000 for the three months ended December 31, 1999 to $699,000 compared to $540,000 for the prior year due to increased taxable income. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS The OTS requires all regulated thrift institutions to calculate the estimated change in the Bank's net portfolio value (NPV) assuming instantaneous, parallel shifts in the Treasury yield curve of 100 to 300 basis points either up or down in 100 basis point increments. The NPV is defined as the present value of expected cash flows from existing assets less the present value of expected cash flows from existing liabilities plus the present value of net expected cash inflows from existing off-balance sheet contracts. The OTS provides all institutions that file a Consolidated Maturity/Rate schedule (CMR) as a part of their quarterly Thrift Financial Report with an interest rate sensitivity report of NPV. The OTS simulation model uses a discounted cash flow analysis and an option-based pricing approach to measuring the interest rate sensitivity of NPV. The OTS model estimates the economics value of each type of asset, liability, and off-balance sheet contact under the assumption that the Treasury yield curve shifts instantaneously and parallel up and down 100 to 300 basis points in 100 basis point increments. The OTS provides thrifts the results of their interest rate sensitivity model, which is based on information provided by the Bank, to estimate the sensitivity of NPV. The OTS model utilizes an option-based pricing approach to estimate the sensitivity of mortgage loans. The most significant embedded option in these types of assets is the prepayment option of the borrowers. The OTS model uses various price indications and prepayment assumptions to estimate sensitivity of mortgage loans. In the OTS model, the value of deposit accounts appears on the asset and liability side of the NPV analysis. In estimating the value of certificate of deposit accounts, the liability portion of the CD is represented by the implied value when comparing the difference between the CD face rate and available wholesale CD rates. On the asset side of the NPV calculation, the value of the "customer relationship" due to the rollover of retail CD deposits represents an intangible asset in the NPV calculation. Other deposit accounts such as transaction accounts, money market deposit accounts, passbook accounts, and non-interest bearing accounts also are included on the asset and liability side of the NPV calculation in the OTS model. The accounts are valued at 100% of the respective account balances on the liability side. On the assets side of the analysis, the value of the "customer relationship" of the various types of deposit accounts is reflected as a deposit intangible. 13 The NPV sensitivity of borrowed funds is estimated by the OTS model based on a discounted cash flow approach. The cash flows are assumed to consist of monthly interest payments with principal paid at maturity. The OTS model is based only on the Bank's balance sheet. The assets and liabilities at the parent company level are short-term in nature, primarily cash and equivalents, and were not considered in the analysis because they would not have a material effect on the analysis of NPV sensitivity. The following table sets forth the Company's most recent interest rate sensitivity of NPV, as of September 30, 1999. Net Portfolio Value as a % Net Portfolio Value of Present Value of Assets ------------------------------ -------------------------- Changes in Rates $ Amount $ Change % Change NPV Ratio Change - ---------- --------- -------- -------- --------- --------- + 300 bp 20,114 (37,422) (65)% 3.54% - 582 bp + 200 bp 34,032 (23,503) (41)% 5.82% - 354 bp + 100 bp 46,911 (10,625) (18)% 7.82% - 154 bp 0 bp 57,536 9.36% - 100 bp 65,362 7,826 14 % 10.49% + 113 bp - 200 bp 74,587 17,051 30 % 11.75% + 238 bp - 300 bp 85,337 27,801 48 % 13.16% + 380 bp - ------------------------------------------------------------------------------- 14 PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS The Company and the Bank are not engaged in any legal proceedings of a material nature at the present time. Item 2. CHANGES IN SECURITIES Not applicable. Item 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None Item 5. OTHER INFORMATION None. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27.0 Financial Data Schedule (b) Reports on Form 8-K None 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Fidelity Bancorp, Inc. Dated: January 20, 2000 /s/ RAYMOND S. STOLARCZYK ---------------- -------------------------- Raymond S. Stolarczyk Chairman and Chief Executive Officer Dated: January 20, 2000 /s/ JAMES R. KINNEY ---------------- -------------------------- James R. Kinney Sr. V. P. and Chief Financial Officer