=============================================================================== 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 June 30, 1998 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 2,833,468 shares of common stock, par value $.01, outstanding as of July 23, 1998. =============================================================================== 1 FIDELITY BANCORP, INC. FORM 10-Q INDEX PART I. FINANCIAL INFORMATION PAGE(S) Item 1. Financial Statements Consolidated Statements of Financial Condition as of June 30, 1998 (unaudited) and September 30, 1997 1 Consolidated Statements of Earnings for the nine and three months ended June 30, 1998 and 1997 (unaudited) 2 Consolidated Statements of Changes in Stockholders' Equity for the nine months ended June 30, 1998 and 1997 (unaudited) 3 Consolidated Statements of Cash Flows for the nine months ended June 30, 1998 and 1997 (unaudited) 4 Notes to Unaudited Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6-11 PART II. OTHER INFORMATION Item 1. Legal Proceedings 12 Item 2. Changes in Securities 12 Item 3. Defaults upon Senior Securities 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 12-13 SIGNATURE PAGE 14 2 FIDELITY BANCORP, INC. Consolidated Statements of Financial Condition (Dollars in thousands, except per share data) ASSETS June 30, September 30, 1998 1997 (unaudited) Cash and due from banks $ 1,929 436 Interest-bearing deposits 1,306 2,314 Federal funds sold 100 100 Investment in dollar-denominated mutual funds, at fair value - 3,154 FHLB of Chicago stock 5,513 5,700 Mortgage-backed securities held to maturity, at amortized cost (approximate fair value of $13,246 at June 30, 1998 and $17,124 at September 30, 1997) 13,067 16,875 Investment securities available for sale, at fair value 61,559 70,297 Loans receivable, net of allowance for loan losses of $554 at June 30, 1998 and $460 at September 30, 1997 409,486 388,262 Accrued interest receivable 2,827 3,445 Real estate in foreclosure 424 215 Premises and equipment 4,378 3,593 Deposit base intangible 75 107 Other assets 1,044 1,136 ------- ------- $ 501,708 495,634 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits 327,921 323,443 Borrowed funds 109,800 113,400 Advance payments by borrowers for taxes and insurance 4,913 2,197 Other liabilities 5,900 6,977 ------- ------- Total liabilities 448,534 446,017 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; 2,833,468 and 2,794,978 shares outstanding at June 30, 1998 and September 30, 1997 38 38 Additional paid-in capital 37,822 37,494 Retained earnings, substantially restricted 30,020 27,939 Treasury stock, at cost (948,882 and 987,372 shares at June 30, 1998 and September 30, 1997, respectively) (13,399) (13,855) Common stock acquired by Employee Stock Ownership Plan (1,092) (1,662) Common stock acquired by Bank Recognition and Retention Plans (277) (471) Unrealized gain on investment securities available for sale, less applicable taxes 62 134 ------- ------- TOTAL STOCKHOLDERS' EQUITY 53,174 49,617 Commitments and contingencies $ 501,708 495,634 ======= ======= See accompanying notes to unaudited consolidated financial statements. 3 FIDELITY BANCORP, INC. Consolidated Statements of Earnings (Dollars in thousands, except per share data) Three Months ended Nine Months ended June 30, June 30, 1998 1997 1998 1997 -------------------- ----------------- (unaudited) Interest Income: Loans receivable $ 7,566 7,130 22,467 21,160 Investment securities 1,137 1,450 3,624 4,425 Mortgage-backed securities 245 340 806 1,075 Interest earning deposits 21 16 67 35 Federal funds sold 9 6 21 11 Investment in mutual funds - 42 17 124 ------ ------ ------ ------ 8,978 8,984 27,002 26,830 Interest Expense: Deposits 3,955 4,022 12,042 11,820 Borrowed funds 1,376 1,364 4,161 4,141 ------ ------ ------ ------ 5,331 5,386 16,203 15,961 Net interest income before provision for loan losses 3,647 3,598 10,799 10,869 Provision for loan losses 90 15 151 54 ------ ------ ------ ------ Net interest income after provision for loan losses 3,557 3,583 10,648 10,815 Non-Interest Income: Fees and commissions 75 85 244 287 Insurance and annuity commissions 181 192 517 482 Other 15 17 44 45 ------ ------ ------ ------ 271 294 805 814 Non-Interest Expense: General and administrative expenses: Salaries and employee benefits 1,477 1,343 4,284 4,016 Office occupancy and equipment 331 305 929 903 Data processing 138 116 390 357 Advertising and promotions 47 130 199 468 Federal deposit insurance premiums 55 59 164 267 Other 298 334 932 1,034 ------ ------ ------ ----- Total general and administrative expenses 2,346 2,287 6,898 7,045 Amortization of intangible 10 12 32 39 ------ ------ ------ ------ 2,356 2,299 6,930 7,084 ------ ------ ------ ------ Income before income taxes 1,472 1,578 4,523 4,545 Income tax expense 538 546 1,652 1,682 ------ ------ ------ ------ Net income $ 934 1,032 2,871 2,863 ====== ====== ====== ====== Earnings per share - basic $ 0.34 0.39 1.06 1.09 Earnings per share - diluted $ 0.32 0.37 1.00 1.03 ====== ====== ====== ====== See accompanying notes to unaudited consolidated financial statements. 4 FIDELITY BANCORP, INC. Consolidated Statements of Changes in Stockholders' Equity (Dollars in thousands) Nine months ended June 30, 1998 and 1997 Unrealized Gain (Loss) on Common Common Investment Additional Stock Stock Securities Common Paid-In Retained Treasury Acquired Acquired Available Stock Capital Earnings Stock by ESOP by BRRP's For Sale Total --- ------ ------- ------- ------ ------ ---- ------- Balance at September 30, 1996 $38 37,079 27,851 (12,619) (2,078) (708) (735) $48,828 Net income - - 2,863 - - - - 2,863 Purchase of treasury stock (82,030 shares) - - - (1,389) - - - (1,389) Cash dividends ($.22 per share) - - (614) - - - - (614) Amortization of award of BRRP's stock - - - - - 192 - 192 Cost of ESOP shares released - - - - 416 - - 416 Exercise of stock options and reissuance of treasury shares (7,900 shares) - (32) - 111 - - - 79 Tax benefit related to stock options exercised - 13 - - - - - 13 Market adjustment for committed ESOP shares - 233 - - - - - 233 Change in unrealized loss on investment securities available for sale - - - - - - 260 260 --- ------ ------- ------ ------ ------ ---- ------- Balance at June 30 1997 $38 37,293 30,100 (13,897) (1,662) (516) (475) $50,881 === ====== ======= ====== ====== ======= ====== ======= Balance at September 30, 1997 38 37,494 27,939 (13,855) (1,662) (471) 134 49,617 Net income - - 2,871 - - - - 2,871 Cash dividends ($.28 per share) - - (790) - - - - (790) Amortization of award of BRRP's stock - - - - - 194 - 194 Cost of ESOP shares released - - - - 570 - - 570 Exercise of stock options and reissuance of treasury shares (45,990 sahres) - (184) - 456 - - - 272 Tax benefit related to stock options exercised - 68 - - - - - 68 Market adjustment for committed ESOP shares - 444 - - - - - 444 Change in unrealized gaim on investment securities available for sale - - - - - - (72) (72) --- ------ ------- ------ ------ ----- ---- ------ Balance at June 30, 1998 $38 37,822 30,020 (13,399) (1,092) (277) 62 $53,174 === ====== ======= ====== ====== ===== ==== ======= See accompanying notes to unaudited consolidated financial statements. 5 FIDELITY BANCORP, INC. Consolidated Statements of Cash Flows (Dollars in thousands) Nine months ended June 30, 1998 1997 ------ ------ (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 2,871 2,863 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation 266 261 Deferred income taxes - 13 Provision for loan losses 151 54 Net amortization and accretion of premiums and discounts (5) 21 Amortization of cost of stock benefit plans 194 192 Principal payment on ESOP loan 570 416 Market adjustment for committed ESOP shares 444 233 Deferred loan fees, net of amortization (284) (337) Amortization of deposit base intangible 32 39 Sale of real estate owned 271 101 Gain on sale ofreal estate owned (24) - Decrease in accrued interest receivable 618 275 Decrease in other assets 70 267 Increase (decrease) in other liabilities (1,037) 398 ------ ------ Net cash provided by operating activities 4,137 4,796 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities of investment securities 36,023 30,000 Redemption of Federal Home Loan Bank of Chicago stock 1,405 935 Purchase of Federal Home Loan Bank of Chicago stock (1,218) (315) Purchase of investment securities available for sale (29,945) (19,975) Loans originated for investment (104,717) (66,917) Purchase of premises and equipment (1,051) (47) Principal repayments collected on loans receivable 83,174 40,606 Principal repayments collected on investment securities 2,579 3,784 Principal repayments collected on mortgage-backed securities 3,800 2,958 ------ ------ Net cash used in investing activities (9,950) (8,971) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits 4,478 32,413 Repayments of) FHLB advances (3,600) (23,800) Net increase in advance payments by borrowers for taxes and insurance 2,716 2,732 Purchase of treasury stock - (1,389) Payment of common stock dividends (790) (614) Proceeds from exercise of stock options 340 79 ------ ------ Net cash provided by financing activities 3,144 9,421 ------ ------ Net change in cash and cash equivalents (2,669) 5 246 Cash and cash equivalents at beginning of period 6,004 4,273 ------ ------ Cash and cash equivalents at end of period $ 3,335 9,519 ====== ====== CASH PAID DURING THE PERIOD FOR: Interest $ 16,181 15,912 Income taxes 1,290 815 NON-CASH INVESTING ACTIVITIES - Loans transferred to real estate in foreclosure 1,032 109 ====== ====== See accompanying notes to unaudited consolidated financial statements. 6 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 nine months ended June 30, 1998 are not necessarily indicative of results that may be expected for the entire fiscal year ending September 30, 1998. 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 material intercompany accounts and transactions have been eliminated in consolidation. (2) Earnings Per Share In February 1997, the FASB issued Statement 128, "Earnings Per Share." Statement 128 supersedes APB Opinion No. 15, "Earnings Per Share," and specifies the computation, presentation, and disclosure requirements for earnings per share (EPS) for entities with publicly held common stock or potential common stock. It replaces the presentations of primary EPS with the presentation of basic EPS, and replaces fully diluted EPS with diluted EPS. It also requires dual presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures, and requires a reconciliation of the numerator and dominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Statement 128 is effective for financial statements for both interim and annual periods ending after December 15, 1997. Earnings per share of common stock for the three and nine months ended June 30, 1998 has been calculated according to the guidelines of Statement 128 and earnings per share of common stock for the three and nine months ended June 30, 1997 has been restated to conform with Statement 128. Diluted earnings per share for the three months ended June 30, 1998 and 1997 are computed by dividing net income by the weighted average number of shares of common stock and potential common stock outstanding for the period which were 2,875,908 and 2,783,184, respectively. Diluted earnings per share of common stock for the nine months ended June 30, 1998 and 1997 has been determined by dividing net income by 2,860,379 and 2,778,609, the weighted average number of shares of common stock and potential common stock outstanding. 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) Commitments and Contingencies At June 30, 1998, the Bank had outstanding commitments to originate mortgage 7 loans of $7.87 million, of which $3.96 million were fixed rate, with rates ranging from 6.625% to 8.50%, and $3.91 million were adjustable rate commitments. (4) Pending Accounting Changes Statement 130, "Reporting Comprehensive Income," established standards for reporting and presentation of comprehensive income and its components in a full set of general-purpose financial statement. Statement 130 is effective for both interim and annual periods beginning after December 15, 1997, and is not expected to have a material impact on the consolidated financial statements. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 third quarter ended June 30, 1998 of $934,000 compared with $1.0 million for the same quarter a year ago, a slight decrease of 9.5%. Earnings per diluted share for the quarter were $0.32 per share, down $0.05 per share, from the third quarter of 1997. For the nine months ended June 30, 1998, Fidelity's net income was $2.9 million, stable compared with the year earlier period. Earnings per diluted share for the first nine months of 1998 were $1.00 per share, down $0.03 per share from one year ago, due to an increase in the number of shares outstanding. Instead of producing an increase in income, additions to earning assets went to replenishing record mortgage repayments. The Company also announced that its board of directors declared a quarterly dividend of $0.10 per share, payable August 14, 1998 to shareholders of record as of July 31, 1998. 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 8 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, 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. YEAR 2000 COMPLIANCE The Company utilizes and is dependent upon data processing systems and software to conduct its business. The data processing systems and software include those developed and maintained by the Company's third-party data processing vendor such as teller and platform systems, and purchased software such as spreadsheet and word processing programs which run on in-house computer networks. The Company does not have any internally developed computer programs and does not have any programming staff. During fiscal 1997 the Company initiated a review and assessment of all hardware and software to confirm that it will function properly in the year 2000. The results of that review show good remediation efforts on the part of our software suppliers, with continuing communication concerning their progress at least quarterly. Remediation efforts are expected to be largely complete by December 1998, with time thereafter for testing. The costs associated with these efforts are not expected to have a significant impact on the Company's ongoing results of operations. 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. During a portion of the first quarter, OTS regulations required the Bank to maintain, for each calendar month, an average daily balance of liquid assets (including cash, certain time deposits, bankers acceptances, and specified United States Government, state or federal agency obligations) equal to at least 5% of the average daily balance of its liquidity base , defined as net withdrawable accounts plus short-term borrowings (i.e., those repayable in 12 months or less) during the preceding calendar month. During a portion of the first quarter, OTS regulations also required the Bank to maintain, for each calendar month, an average daily balance of short-term liquid assets (generally 9 liquid assets having maturities of 12 months or less) equal to at least 1% of the average daily balance of its net withdrawable accounts plus short-term borrowings during the preceding calendar month. Penalties may be imposed for failure to meet liquidity ratio requirements. Pursuant to amendments adopted by the OTS effective November 24, 1997, the minimum liquidity requirement has been reduced to 4% of the liquidity base, the short-term liquidity requirement has been eliminated, liquidity requirements will be determined quarterly, rather than monthly, and 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. The amended regulations also provide, however, that savings associations must maintain liquidity in excess of the minimum requirement if necessary to insure safe and sound operations. At June 30, 1998, the Bank was in compliance with TS liquidity requirements, with a liquidity ratio of 17.78%. 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 $4.1 million for the nine months ended June 30, 1998. During the nine months ended June 30, 1998, the Company used $10.0 million in investing activities. Cash provided from a net decrease in investment securities of $6.1 million in addition to $89.6 million received from repayment collected on Loans receivable, investment securities and mortgage backed assisted in the funding of a record $104.7 million of loan originations. Net cash provided by financing activities amounted to $3.1 million for the nine months ended June 30, 1998. At June 30, 1998, the Bank had outstanding loan commitments of $7.9 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 June 30, 1998 totalled $147.5 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. 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. The most recent notification, May 1997, from the federal banking agencies categorized the Company and the Bank as well capitalized under the regulatory framework for prompt corrective action. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of tangible equity to tangible assets of 2%, Tier 1 capital (leverage capital) to adjusted total assets of 5%, Tier 1 risk-based capital to risk-weighted assets of 6%, and of Total risk-based capital to risk-weighted assets of 10%. There are no conditions or events since that notification that 10 have changed the Company's or the Bank's category. The Bank's Tangible Equity ratio at June 30, 1998 was 9.11%. The Tier 1 Capital ratio was 9.11%, the Tier 1 Risk-based ratio was 19.14%, and the Total Risk- Based Capital ratio was 19.37%. CHANGES IN FINANCIAL CONDITION Total Company assets at June 30, 1998 were $501.7 million, compared to $495.6 million at September 30, 1997. For the nine months ended June 30, 1998, loans receivable increased $21.2 million, or 5.5%, to $409.5 million from $388.3 million at September 30, 1997. For the nine month period, principal repayments totaled $83.2 million. New loans closed during the first nine months showed a sharp increase, totaling $104.7 million, up $37.8 million from 1997. The Company continues to offer various loan products, and prices them competitively. Current year multi-family and commercial originations accounted for $19.5 million, or 18.7% of all originations. Total deposits increased $4.5 million to $327.9 million at June 30, 1998 compared to the balance of $323.4 million at September 30, 1997. The increase is a result of replacing higher-yielding certificates of deposit with transaction accounts. Borrowed funds decreased $3.6 million to $109.8 million in the same period. Management continues to utilize FHLB advances when they are a cost effective source to assist in funding the increased loan activity. Book value per share on June 30, 1998 was $18.77, compared with $17.75 at September 30, 1997. ASSET QUALITY As of June 30, 1998, the Company had non-performing assets of $1.2 million. Classified loans of $784,000 were categorized as substandard as were $92,300 of Bennett Funding Group commercial leases. Due to the $21.2 million net increase in loans receivable, the Company increased the loan provision by $151,000 for the nine month period ended June 30, 1998. Management believes it has reserved sufficiently for these non-performing assets. STOCK REPURCHASE As announced on May 21, 1998, the company plans to repurchase five percent of its common stock as part of its ongoing commitment to build value for Fidelity Bancorp stockholders. There are 142,000 shares remaining to be repurchased. 11 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 liabilities, 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 June 30, Nine Months Ended 1998 1997 June 30,1998 ------------------------ ----------------------- ---------------------- Inter- Average Inter- Average Inter- Average Average est Yield Average est Yield Average est Yield (dollars in thousands) ------------------------ ----------------------- ---------------------- Interest-earning assets: Loans receivable, net $394,083 7,566 7.68% 375,286 7,130 7.60% 389,850 22,467 7.68% Mortgage-backed securities 14,054 245 6.97% 19,342 340 7.03% 15,294 806 7.03% Interest-bearing deposits 1,536 21 5.47% 1,251 16 5.12% 1,623 67 5.50% Investment securities, mutual funds, federal funds sold and FHLB stock 63,677 1,146 7.20% 83,336 1,498 7.19% 68,580 3,662 7.12% ------- ----- ----- ------ ----- ----- ------- ----- ----- Total interest-earning assets 473,350 8,978 7.59% 479,215 8,984 7.50% 475,347 27,002 7.57% Non-interest earning assets 15,603 10,786 14,575 ------- ------- ------- Total assets $488,953 490,001 489,922 ======= ======= ======= Interest-bearing liabilities: Deposits: Savings account 129,876 1,286 3.96% 111,441 973 3.49% 122,219 3,492 3.81% Money market accounts 17,885 186 4.16% 18,202 190 4.18% 17,913 563 4.19% Certificate accounts 174,012 2,483 5.71% 198,485 2,859 5.76% 183,254 7,987 5.81% ------- ----- ----- ------ --- ----- ------- ----- ----- Total deposits 321,773 3,955 4.92% 328,128 4,022 4.90% 323,386 12,042 4.96% Borrowed funds 95,982 1,376 5.73% 96,067 1,364 5.68% 97,203 4,161 5.71% ------- ----- ----- ------ --- ----- ------- ----- ----- Total interest-bearing liabilities 417,755 5,331 5.10% 424,195 5,386 5.08% 420,589 16,203 5.14% Non-interest bearing deposits 6,952 4,626 5,940 Other liabilities 10,872 10,344 10,994 ------- ------ ------- Total liabilities 435,579 439,165 437,523 Stockholders' equity 53,374 50,836 52,399 ------- ------ ------- Total liabilities and stockholders' equity $488,953 490,001 489,922 ======= ======= ======= Net interest income/interest rate spread (1) 3,647 2.48% 3,598 2.42% 10,799 2.44% Net earning assets/net interest margin (2) $55,595 3.08% 55,020 3.00% 54,758 3.03% Ratio of interest- earning assets to interest-bearing liabilities 1.13x 1.13x 1.13x (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 and nine month periods are annualized for presentation purposes. 12 COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997 GENERAL. Net income for the three months ended June 30, 1998 was $934,000, a decrease of $98,000 from the net income of $1,032,000 for the three months ended June 30, 1997. The decline in earnings was due primarily to a greater provision for loan losses and an increase in expenses related to employee benefits. INTEREST INCOME. Interest income remained stable at $9.0 million. The average interest-earning assets decreased 1.2% to $473.4 million from $479.2 million the prior year. The growth in the loan portfolio coupled with a change in the loan product mix has increased the average yield by 8 basis points and increasing the interest income from loans by 6.1% to $7.6 million for the current quarter. The decreased average balance of mortgage-backed securities is purely a result of continued monthly repayments. The average investment portfolio decreased 25.6% to $63.7 million. The changes in the investment portfolio have been limited to maturities and managerial decisions to fund loans with these proceeds. INTEREST EXPENSE. Interest expense remained flat at $5.3 million for the quarters ended June 30, 1998 and 1997. Both the average deposit base and the cost of these deposits were essentially unchanged. FHLB borrowings and have also remained flat at $96.0 million for the quarters ended June 30, 1998 and 1997. The borrowing rate has also remained steady at 5.7% for the same periods in 1998 and 1997. PROVISION FOR LOAN LOSSES. The Company recorded a $90,000 provision for loan losses in the third quarter compared to a $15,000 provision for loan losses in the same 1997 period. As of June 30, 1998, the cumulative allowance for loan losses was $554,000, or 0.14% of loans receivable portfolio. The increase in the quarter to quarter provision is a result of the increase in the size and composition of the loan portfolio. Management believes that its allowance for loan losses is adequate to provide for potential foreseeable losses. NON-INTEREST INCOME. Non-interest income decreased 7.8% to $271,000 from $294,000 in the same quarter the previous year. The decrease is a result of slightly less annuity and insurance commissions and less service fees. NON-INTEREST EXPENSE. Non-interest expense for the quarter ended June 30, 1998 remained stable at $2.3 million. Salaries and employee benefits are up 10.0% due to ESOP expense and a general increase in employee medical insurance costs. Advertising expenditures have decreased due to no plans for introducing new savings product due to the flat yield curve. The results of this are reflected in only small increases in deposits. INCOME TAXES. Income taxes decreased $8,000 for the three months ended June 30, 1998 to $538,000 compared to $546,000 for the prior year due to slightly decreased pre-tax income as well as slight changes in the effective tax rate. 13 COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997 GENERAL. Net income for the nine months ended June 30, 1998 was $2.9 million, an increase of $8,000 from June 30, 1997. The slight increase is the result of increased interest income combined with decreased general and administrative expenses. INTEREST INCOME. Interest income increased $172,000, to $27.0 million in the 1998 period from $26.8 million for the 1997 period. The net increase is attributable primarily to increased interest income from loans receivable. Although repayments were at a record high during this current nine month period, an even higher volume of loan closings account for the 6.2% increase in average loans receivable. INTEREST EXPENSE. Interest expense remained stable at $16 million for the nine months ended June 30, 1998 and 1997. Average deposit balances remained at $323 million for the two nine month periods. The average cost of these savings products increased 7 basis points to 4.96%. Interest expense on borrowed funds remained at $4.1 million. The average balance of FHLB advances and the weighted average rate from June 30, 1998 to June 30, 1997 remained at flat. PROVISION FOR LOAN LOSSES. The Company recorded a $151,000 provision for loan losses in the first nine months of fiscal 1998, as compared to a $54,000 provision in its comparable period one year ago. The provision for the loan losses reflect 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. NON-INTEREST INCOME. Non-interest income remained at $800,000 for the comparable nine month periods ended June 30, 1998 and 1997. Income generated from insurance and annuity commissions increased $35,000, or 7.3% compared to $582,000 the previous year. The increase is a result of increased INVEST sales efforts. NON-INTEREST EXPENSE. Non-interest expense for 1998 totalled $6.9 million, an decrease of $154,000 or 2.2%, from $7.1 million for the nine months ended June 30, 1997. Employee benefits continued to increase due to market adjustments for the ESOP shares to be released December 31, 1998. Advertising and other expenses decreased due to an management effort to control expenses and concentrate on interest-earning assets. Insurance premium expense decreased $103,000 primarily as a result of legislation passed September 30, 1996 regarding FDIC premiums, partially offset by the premiums on increased balances in savings deposits. INCOME TAXES. Income taxes decreased $30,000 for the nine months ended June 30, 1998 to $1.7 million due to slightly decreased taxable income. 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 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: July 24, 1998 /s/ RAYMOND S. STOLARCZYK ----------------------------- Raymond S. Stolarczyk Chairman and Chief Executive Officer Dated: July 24, 1998 /s/ JAMES R. KINNEY ----------------------------- James R. Kinney Sr. V. P. and Chief Financial Officer