=============================================================================== 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, 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 2,323,584 shares of common stock, par value $.01, outstanding as of January 15, 1999. =============================================================================== 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, 1998 (unaudited) and September 30, 1998 1 Consolidated Statements of Earnings for the three months ended December 31, 1998 and 1997 (unaudited) 2 Consolidated Statements of Changes in Stockholders' Equity for the three months ended December 31, 1998 and 1997 (unaudited) 3 Consolidated Statements of Cash Flows for the three months Ended December 31, 1998 and 1997 (unaudited) 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 Part II. OTHER INFORMATION Item 1. Legal Proceedings 13 Item 2. Changes in Securities 13 Item 3. Defaults upon Senior Securities 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 13 Signature Page 14 1 FIDELITY BANCORP, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Dollars in thousands, except per share data) ASSETS December 31, September 30, 1998 1998 (unaudited) Cash and due from banks $ 4,527 1,320 Interest-bearing deposits 498 555 Federal funds sold 100 100 FHLB of Chicago stock 7,410 6,510 Mortgage-backed securities held to maturity, at amortized cost (approximate fair value of $10,027 at December 31, 1998 and $11,513 at September 30, 1998) 9,910 11,177 Investment securities available for sale, at fair value 68,377 58,979 Loans receivable, net of allowance for loan losses of $630 at December 31, 1998 and $591 at September 30, 1998 441,409 425,608 Accrued interest receivable 2,594 3,547 Real estate in foreclosure 380 131 Premises and equipment 4,297 4,401 Deposit base intangible 57 66 Other assets 1,120 1,169 ------- ------- $ 540,679 513,563 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits 338,447 330,670 Borrowed funds 148,200 121,400 Advance payments by borrowers for taxes and insurance 4,710 6,919 Other liabilities 5,940 5,977 ------- ------- Total liabilities 497,297 464,966 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; 2,321,684 and 2,589,784 shares outstanding at December 31, 1998 and September 30, 1998 38 38 Additional paid-in capital 38,225 38,117 Retained earnings, substantially restricted 31,297 30,646 Treasury stock, at cost (1,460,666 and 1,192,566 shares at December 31, 1998 and September 30, 1998, respectively) (25,315) (19,210) Common stock acquired by Employee Stock Ownership Plan (632) (1,092) Common stock acquired by Bank Recognition and Retention Plans (206) (242) Accumulated other comprehensive income (25) 340 ------- ------- TOTAL STOCKHOLDERS' EQUITY 43,382 48,597 Commitments and contingencies $ 540,679 513,563 ======= ======= 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, 1998 and 1997 1998 1997 (unaudited) Interest Income: Loans receivable $ 7,937 7,476 Investment securities 1,130 1,259 Mortgage-backed securities 184 289 Interest earning deposits 18 28 Federal funds sold 1 10 Investment in mutual funds - 17 ------ ------ 9,270 9,079 Interest Expense: Deposits 3,865 4,110 Borrowed funds 1,775 1,458 ------ ------ 5,640 5,568 ------ ------ Net interest income before provision for loan losses 3,630 3,511 Provision for loan losses 25 46 ------ ------ Net interest income after provision for loan losses 3,605 3,465 Non-Interest Income: Fees and commissions 96 90 Insurance and annuity commissions 153 180 Other 13 14 ------ ------ 262 284 Non-Interest Expense: General and administrative expenses: Salaries and employee benefits 1,421 1,341 Office occupancy and equipment 365 291 Data processing 134 127 Advertising and promotions 100 112 Federal deposit insurance premiums 52 54 Other 337 284 Amortization of intangible 9 11 Recovery of loss on impairment of investment securities available for sale - (22) ------ ------ 2,418 2,198 Income before income taxes 1,449 1,551 Income tax expense 540 574 ------ ------ Net income $ 909 977 ====== ====== Basic earnings per share $ 0.38 0.36 Diluted earnings per share $ 0.36 0.34 ====== ====== See accompanying notes to unaudited consolidated financial statements. 3 FIDELITY BANCORP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Dollars in thousands) Three months ended December 31, 1998 and 1997 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, 1997 38 37,494 27,939 (13,855) (1,662) (471) 134 49,617 Net income - - 977 - - - - 977 Cash dividends ($.08 per share) - - (225) - - - - (225) Amortization of award of BRRP's stock - - - - - 68 - 68 Cost of ESOP shares released - - - - 570 - - 570 Exercise of stock options and reissuance of treasury shares (18,731 shares) - (76) - 263 - - - 187 Tax benefit related to stock options exercised - 29 - - - - - 29 Market adjustment for committed ESOP shares - 143 - - - - - 143 Change in accumulated other comprehensive income - - - - - - (97) (97) --- ------ ------- ------- ------ ----- ----- ------- Balance at December 31, 1997 $ 38 37,590 28,691 (13,592) (1,092) (403) 37 $ 51,269 === ====== ======= ======= ====== ===== ===== ======= Balance at September 30, 1998 38 38,117 30,646 (19,210) (1,092) (242) 340 48,597 Net income - - 909 - - - - 909 Cash dividends ($.10 per share) - - (258) - - - - (258) Purchase of treasury stock (271,500 shares) - - - (6,161) - - - (6,161) 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 === ====== ======= ======= ====== ===== ====== ======= 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, 1998 1997 (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 909 977 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation 122 89 Provision for loan losses 25 46 Net amortization and accretion of premiums and discounts (15) 1 Amortization of cost of stock benefit plans 36 68 Principal payment on ESOP loan 460 570 Market adjustment for committed ESOP shares 119 143 Deferred loan costs, net of amortization (83) (66) Amortization of deposit base intangible 9 11 Sale of real estate owned - 137 Decrease in accrued interest receivable 953 469 Decrease (increase) in other assets 63 (97) Increase (decrease) in current taxes and other liabilities 185 (353) -------- ------ Net cash provided by operating activities 2,783 1,995 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities of investment securities 10,000 16,000 Purchase of investment securities (19,968) (9,990) Purchase of Federal Home Loan Bank of Chicago Stock (900) - Recovery of loss on impairment of investment securities available for sale - (22) Loans originated for investment (54,047) (28,826) Purchase of premises and equipment (18) (199) Principal repayments collected on loans receivable 38,046 23,122 Principal repayments collected on investment securities - 1,297 Principal repayments collected on mortgage-backed securities 1,266 1,058 -------- ------ Net cash provided by (used in) investing activities (25,621) 2,440 CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits 7,777 6,477 Net increase (decrease) in FHLB advances 26,800 (16,100) Net increase (decrease) in advance payments by borrowers for taxes and insurance (2,209) 2,449 Purchase of treasury stock (6,161) - Payment of common stock dividends (258) (225) Proceeds from exercise of stock options 39 187 -------- ------ Net cash provided by (used in) financing activities 25,988 (7,212) -------- ------ Net change in cash and cash equivalents 3,150 (2,777) Cash and cash equivalents at beginning of period 1,975 6,004 -------- ------ Cash and cash equivalents at end of period $ 5,125 3,227 ======== ====== CASH PAID DURING THE PERIOD FOR: Interest $ 5,599 5,580 Income taxes 200 320 NON-CASH INVESTING ACTIVITIES- Loans transferred to real estate in foreclosure $ 249 990 ======== ====== 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 footnotes 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, 1998 are not necessarily indicative of results that may be expected for the entire fiscal year ended September 30, 1999. 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 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 quarter ended December 31, 1998 and 1997 has been calculated according to the guidelines of Statement 128. Basic earnings per share are computed by dividing net income for the period by the weighted average number of shares of common stock outstanding for the period which were, 2,387,262 and 2,683,282 for the quarters ended December 31, 1998 and 1997, respectively. Diluted earnings per share of common stock for the quarters ended December 31, 1998 and 1997 has been determined by dividing net income by 2,506,426 and 2,844,253, the weighted average number of shares of common stock and common stock equivalents outstanding. Stock options are the only common stock equivalents and are therefore considered in the diluted earnings per share calculations. Common stock equivalents are computed using the treasury stock method. (3) Comprehensive Income In fiscal 1999 the Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130) which establishes standards for reporting and the display of comprehensive income and its components on a full set of general purpose financial statements. SFAS 130 6 requires all items to be recognized under standards as components of comprehensive income be reported in a financial statement that is displayed in equal prominence with other financial statements. The Company is required to classify items of "other comprehensive income" by their nature in the financial statements and display the balance of other comprehensive income separately in the stockholders' equity section of the balance sheet. For interim reporting purposes, the disclosure of other comprehensive income may be included in the notes to the interim financial statements. 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, 1998 1997 (unaudited) Net income 909 977 Other comprehensive income, net of tax - Unrealized loss on securities available for sale arising during the period (365) (97) ---- ---- Comprehensive Income 544 880 ==== ==== (4) Commitments and Contingencies At December 31, 1998, the Company had outstanding commitments to originate loans of $8.1 million, of which $5.6 million were fixed rate, with rates ranging from 6.25% to 8.25%, and $2.5 million were adjustable rate commitments. 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 quarter ended December 31, 1998 of $909,000 compared with $977,000 for the same quarter a year ago. Earnings per diluted share for the quarter were $0.36 per share, up $0.02 per share from the first quarter of fiscal 1998. The increase in earnings per share was the result of an increase in net interest income from a greater number of loans receivable, and smaller number of shares outstanding. On January 19, 1999, the Company also announced that its board of directors declared a quarterly dividend of $0.11 per share, payable on February 12, 1999 7 to shareholders of record as of January 29, 1999. 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, 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 federal banking regulators recently issued guidelines establishing minimum safety and soundness standards for achieving Year 2000 compliance. The guidelines, which took effect October 15, 1998 and apply to all FDIC-insured depository institutions, establish standards for developing and managing Year 2000 project plans, testing remediation efforts and planning for contingencies. The guidelines are based upon guidance previously issued by the agencies under the auspices of the Federal Financial Institutions Examination Council (the FFIEC ), but are not intended to replace or supplant the FFIEC guidance which will continue to apply to all federally insured depository institutions. The guidelines were issued under section 39 of the Federal Deposit Insurance Act, as amended (the FDIA ), which requires the federal banking regulators to establish standards for the safe and sound operation of federally insured depository institutions. Under section 39 of the FDIA, if an institution fails to meet any of the standards established in the guidelines, the institution s primary federal regulator may require the institution to submit a plan for achieving compliance. If an institution fails to submit an acceptable compliance plan, or fails in any material respect to implement a compliance plan that has been accepted by its primary federal regulator, the regulator is required to issue an order directing the institution to cure the deficiency. Such an order is enforceable in court in the same manner as a cease and desist order. Until the deficiency cited in the regulator s order is cured, the regulator may restrict the institution s rate of growth, require the institution 8 to increase its capital, restrict the rates the institution pays on deposits or require the institution to take any action the regulator deems appropriate under the circumstances. In addition to the enforcement procedures established in section 39 of the FDIA, noncompliance with the standards established by the guidelines may also be grounds for other enforcement action by the federal banking regulators, including cease and desist orders and civil money penalty assessments. THE COMPANY'S STATE OF READINESS On Sunday, October 11, 1998 the Company conducted a full-scale test of its transaction processing systems utilizing the date of January 3, 2000. An extensive set of transactions was tested using production teller terminals and related computer hardware, software, and data communications systems. There were no significant failures or problems during the testing. A few minor issues arose and will be addressed with FiServ, the Company's data processing service provider, prior to the next test which is scheduled for February, 1999. Concerning non-information technology systems (embedded microcontrollers, etc.) the Company has tested such things as vault doors, alarm systems, etc. and is not aware of any significant problems with such systems. There are three third parties with whom the Company has a material relationship, and thus potential exposure to Year 2000 issues. The FiServ systems, as mentioned above, are already being tested. The Company's main commercial banking relationship is with Harris Bank in Chicago. Harris newsletters indicate substantial progress with Year 2000 readiness. The Company also has a material relationship with the Federal Home Loan Bank of Chicago, whose newsletters also indicate substantial progress with Year 2000 readiness. The three third party utilities on which the Company is dependent are Ameritech (phone service), Commonwealth Edison (electricity) and People's Gas (natural gas for heating). The Company has not identified any practical, long-term alternatives to relying on these companies for basic utility services. THE COSTS TO ADDRESS THE COMPANY'S YEAR 2000 ISSUES The incremental direct costs to address the Company's Year 2000 issues are not expected to exceed $50,000, exclusive of any costs incurred because of the failure of one or more of the utility companies mentioned above. At the present time, no situations that will require material cost expenditures to become fully compliant have been identified. However, the Year 2000 problem is pervasive and complex and can potentially affect any computer process. Accordingly, no assurance can be given that Year 2000 compliance can be achieved without additional unanticipated expenditures and uncertainties that might affect future financial results. It is not possible at this time to quantify the estimated future costs due to possible business disruption caused by vendors, suppliers, customers, or even the possible loss of electric power or phone service; however, such costs could be substantial. THE RISKS OF THE COMPANY'S YEAR 2000 ISSUES The most likely worst case Year 2000 scenario involves a complete failure of the utility companies mentioned above for all five of our operating locations simultaneously. This scenario would severely curtail the Company's ability to conduct its business, including its ability to generate new loans and to develop new deposit account relationships. The effect on existing loans and deposits is not predictable or quantifiable. 9 THE COMPANY'S CONTINGENCY PLANS In the event of a complete utility failure, the Company plans to operate at least two locations on a restricted schedule during daylight hours. A manual bookkeeping system will be employed, and battery powered satellite phones or other alternative communications systems will be used for communication between operating locations. 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. The minimum liquidity requirement is 4% of the liquidity base, liquidity requirements will be determined quarterly, 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. Savings associations must maintain liquidity in excess of the minimum requirement if necessary to insure safe and sound operations. At December 31, 1998, the Bank was in compliance with OTS liquidity requirements, with a liquidity ratio of 19.26%. 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 $2.8 million for the quarter ended December 31, 1998. During the quarter, investing activities of the Company used $25.6 million. Net investment securities purchases and maturities used $10.0 million. Net loan activity, consisting of new loan originations net with principal amortization and repayments used $16.0 million. Net cash provided by financing activities amounted to $26.0 million for the quarter ended December 31, 1998. Cash inflows from increased deposit accounts and FHLB borrowings of $34.6 million, far outweighed the cash outflows for treasury stock purchases and payment of Cook County real estate taxes. At December 31, 1998, the Bank had outstanding loan commitments of $8.1 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, 1998 totalled $136.8 million. Management believes that a significant portion of such deposits will remain with the Bank. 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 10 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 have changed the Company's or the Bank's category. The Bank's Tangible Equity ratio at December 31, 1998 was 7.38%. The Tier 1 Capital ratio was 7.38%, the Tier 1 Risk-based ratio was 15.77%, and the Total Risk-Based Capital ratio was 16.02%. CHANGES IN FINANCIAL CONDITION Total assets at December 31, 1998 increased $27.1 million to $540.7 million from $513.6 at September 30, 1998. Net loans receivable totalled $441.4 million, an increase of $15.8 million, or an annualized growth of 3.7%, over the balance at September 30, 1998. Loan originations in the first quarter amounted to $54.0 million. Total deposits increased $7.8 million to $338.4 million at December 31, 1998 compared to $330.7 million at September 30, 1998. Funding for loan originations has come from deposit increases and additional FHLB borrowings. Advances totalled $148.2 million at December 31, 1998, up $26.8 million from September 30, 1998. Book value per share on December 31, 1998 increased to $18.69, a $0.07 decrease from $18.76 at September 30, 1998. The decrease is primarily the result of stock repurchased during the quarter. ASSET QUALITY As of December 31, 1998, the Company had non-performing assets of $719,000. The Bank's non-performing assets at December 31, 1998 include its investment in three real estate in foreclosure properties (two single-family residence and one multi-family) as well as non-performing loans. Classified loans and real estate in judgement of $585,200 were categorized as substandard, consisting of five residential mortgage loans, two multi-family properties, and two consumer loans. There were no assets classified as doubtful. Management has considered the composition of its non-performing assets in its loan allowance valuation and does not anticipate any material losses on the future sale of these properties. The decrease of $243,000 in non-performing assets from September 30, 1998 to December 31, 1998 resulted from management's ongoing monitoring and follow-up procedures of delinquent customers. Management does not expect any material losses from the non-performing loans. 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 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, At December 31, 1998 1998 1997 Average Average Yield/ Average Int- Yield/ Average Int- Yield/ Balance Cost Balance erest Cost Balance erest Cost (dollars in thousands) Interest-earning assets: Loans, net $ 441,409 7.54% 425,975 7,937 7.45% 388,765 7,476 7.69% Mortgage-backed securities 9,910 7.22% 10,434 184 7.05% 16,402 289 7.05% Interest-bearing deposits 498 4.68% 1,405 18 5.12% 1,860 28 6.02% Investment securities, mutual funds, and federal funds sold 75,887 6.55% 67,149 1,131 6.74% 73,989 1,286 6.95% -------- ----- ------- ----- ---- ------- ----- ----- Total interest-earning assets 527,704 7.39% 504,963 9,270 7.34% 481,016 9,079 7.55% Non-interest earning assets 12,975 16,110 12,133 -------- ------- ------- Total assets $ 540,679 521,073 493,149 ======== ======= ======= Interest-bearing liabilities: Deposits: Passbook & NOW accounts 151,367 3.70% 145,901 1,429 3.92% 115,716 1,083 3.74% Money market accounts 17,311 4.04% 17,280 176 4.07% 17,483 189 4.32% Certificate accounts 162,216 5.42% 163,716 2,260 5.52% 190,901 2,838 5.95% -------- ----- ------- ----- ---- ------- ----- ----- Total deposits 330,894 4.56% 326,897 3,865 4.73% 324,100 4,110 5.07% Borrowed funds 148,200 5.36% 127,351 1,775 5.58% 101,904 1,458 5.72% -------- ----- ------- ----- ---- ------- ----- ----- Total interest-bearing liabilities 479,094 4.81% 454,248 5,640 4.97% 426,004 5,568 5.23% Non-interest bearing deposits 7,553 8,743 5,171 Other liabilities 10,650 10,929 10,869 -------- ------- ------- Total liabilities 497,297 473,920 442,044 Stockholders' equity 43,382 47,153 51,105 -------- ------- ------- Total liabilities and stockholders' equity $ 540,679 521,073 493,149 Net interest income/interest rate spread (1) 2.58% 3,630 2.37% 3,511 2.48% Net earning assets/net interest margin (2) $ 48,610 50,715 2.88% 55,012 2.92% Ratio of interest-earning assets to interest-bearing liabilities 1.10x 1.11x 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. 12 COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1997 GENERAL. Net income for the three months ended December 31, 1998 was $909,000, compared with $977,000 in the first quarter of last year. The decrease of 7.0% is a result of a 4.0% increase in net interest income after provision for loan losses, offset by lower non-interest income and increased non-interest expense. INTEREST INCOME. Total interest income increased $191,000 to $9.3 million for the quarter ended December 31, 1998 compared to the same quarter prior year results of $9.1 million. Average interest earning assets increased 5.0% to $505.0 million for the first quarter of fiscal 1999, compared to fiscal 1998 of $481.0 million. Although the average rate decreased 21 basis points the increased volume contributed to higher income. INTEREST EXPENSE. Interest expense remained relatively flat from quarter to quarter. For both quarters ended December 31, 1998 and 1997, interest expense amounted to $5.6 million. Average deposits outstanding increased less than one percent, however the average cost decreased 34 basis points. Average FHLB borrowings increased to $127.4 million, up 25.0% from $101.9 million for the quarter ended December 31, 1997. The Bank was able to utilize of FHLB Community Investment Program advances and other term advances to help achieve an overall cost of borrowed funds of 5.58%. PROVISION FOR LOAN LOSSES. The Company recorded a $25,000 provision for loan losses in the first quarter of 1999, compared to a $46,000 provision in its comparable period of fiscal 1998. The provision for loan losses from year to year was reduced due to $17,000 in recoveries received from loans previously written-off. 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. NON-INTEREST INCOME. Fee income from sales of annuities and insurance fell in the first quarter of fiscal 1999 compared to 1998, by $27,000, or 15.0% to $153,000. NON-INTEREST EXPENSE. Non-interest expense for the first quarter 1999 increased $220,000 to $2.4 million from $2.2 million. The increase can be attributed to increased salaries and benefits combined with increased office expenses. Beginning in October 1998, the Bank began depreciating its upgraded computer system. INCOME TAXES. Income taxes decreased $34,000 for the three months ended December 31, 1998 to $540,000 versus $574,000 for the prior year due to a 5.9% decrease in pre-tax income. 13 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 14 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 25, 1999 /s/ RAYMOND S. STOLARCZYK ---------------- -------------------------- Raymond S. Stolarczyk Chairman and Chief Executive Officer Dated: January 25, 1999 /s/ JAMES R. KINNEY ---------------- -------------------------- James R. Kinney Sr. V. P. and Chief Financial Officer