UNITED STATES
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 Quarter Ended March 31, 2003
FIDELITY FEDERAL BANCORP
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Indiana 0-22880 35-1894432
- ---------------------------- ---------- -------------------
(State of other jurisdiction Commission (IRS Employer
of Incorporation of File No. Identification No.)
Organization)
18 NW Fourth Street
Evansville, Indiana 47708
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
(812) 424-0921
--------------------------------------------------
Registrant's telephone number, including area code
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months and (2) has been subject to such filing requirements
for the past 90 days.
YES X NO
--- ---
Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act).
YES NO X
--- ---
As of April 25, 2003, there were 9,618,660 shares of the Registrant's common
stock, $1 stated value, issued and outstanding.
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Index
Page
PART I - FINANCIAL INFORMATION
ITEM 1--Financial Statements:
Condensed Consolidated Balance Sheets................................. 3
Condensed Consolidated Statements of Income........................... 4
Condensed Consolidated Statements of Changes in Stockholders' Equity.. 5
Condensed Consolidated Statements of Cash Flows....................... 6
Notes to Condensed Consolidated Financial Statements.................. 7
ITEM 2--Management's Discussion and Analysis of Results of Operations
and Financial Condition............................................... 11-16
ITEM 3--Quantitative and Qualitative Disclosures about Market Risk...... 17
ITEM 4--Controls and Procedures......................................... 18
PART II - OTHER INFORMATION............................................... 19
SIGNATURES................................................................ 21
CERTIFICATIONS............................................................ 22-23
Index to Exhibits......................................................... 24
2
Item 1 - Financial Statements
Part I - Financial Information
Fidelity Federal Bancorp And Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands except share data)
March 31, December 31,
2003 2002
--------- ---------
(Unaudited)
Assets
Cash and due from banks $ 1,269 $ 1,454
Interest-bearing demand deposits 14,883 2,369
--------- ---------
Cash and cash equivalents 16,152 3,823
Investment securities available for sale 34,815 34,912
Loans, net of allowance for loan losses of $729 and $837 70,091 73,087
Premises and equipment 4,845 4,935
Federal Home Loan Bank of Indianapolis stock 2,674 2,674
Deferred income tax receivable 5,686 5,615
Foreclosed assets held for sale, net of allowance of $100 2,127 2,145
Interest receivable and other assets 5,695 5,099
--------- ---------
Total assets $ 142,085 $ 132,290
========= =========
Liabilities
Deposits
Non-interest bearing $ 8,832 $ 3,209
Interest bearing 104,244 103,582
--------- ---------
Total deposits 113,076 106,791
Long-term debt 16,579 13,586
Valuation allowance for letters of credit 449 445
Other liabilities 2,385 1,880
--------- ---------
Total liabilities 132,489 122,702
--------- ---------
Commitments and Contingencies -- --
Stockholders' Equity
Preferred stock, no par or stated value
Authorized and unissued--5,000,000 shares
Common stock, $1 stated value
Authorized--15,000,000 shares
Issued and outstanding--6,840,883 and 6,740,883 shares 6,841 6,741
Additional paid-in capital 15,413 15,359
Stock warrants 261 261
Accumulated deficit (13,098) (13,152)
Accumulated other comprehensive income 179 379
--------- ---------
Total stockholders' equity 9,596 9,588
--------- ---------
Total liabilities and stockholders' equity $ 142,085 $ 132,290
========= =========
See notes to condensed consolidated financial statements.
3
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(In Thousands, Except Share Data)
(Unaudited)
Three Months Ended
March 31,
2003 2002
----------- -----------
Interest Income
Loans receivable $ 1,177 $ 2,174
Investment securities--taxable 325 310
Loans held for sale 39 --
Deposits with financial institutions 22 49
Other dividend income 39 40
----------- -----------
Total interest income 1,602 2,573
----------- -----------
Interest Expense
Deposits 889 1,133
Short-term borrowings 14
Long-term debt 269 455
----------- -----------
Total interest expense 1,158 1,602
----------- -----------
Net Interest Income 444 971
Provision for loan losses (104) --
----------- -----------
Net Interest Income After Provision for Loan Losses 548 971
----------- -----------
Other Income
Service charges on deposit accounts 106 86
Net gains on loan sales 258 519
Net gains on investment sales 320 --
Letter of credit fees 121 125
Gain on disposition of rate swap -- 72
Servicing fees on loans sold 64 37
Securitization income 60 --
Fees recaptured on automobile loans 83 5
Other income 206 86
----------- -----------
Total non-interest income 1,218 930
----------- -----------
Other Expenses
Salaries and employee benefits 880 937
Occupancy 91 95
Equipment 99 87
Data processing 100 80
Deposit insurance 14 15
Legal and professional 51 62
Advertising 45 41
Promotions 55 49
Printing, postage, and office supplies 56 77
Insurance 62 41
Loss on investment in partnerships 20 36
Correspondent bank charges 34 33
Amortization of intangible assets -- 52
Other 254 281
----------- -----------
Total non-interest expense 1,761 1,886
----------- -----------
Income (Loss) Before Income Tax 5 15
Income tax expense (benefit) (50) (71)
----------- -----------
Net Income (Loss) $ 55 $ 86
=========== ===========
Basic Earnings (Loss) per Share $ 0.01 $ 0.01
Diluted Earnings (Loss) per Share $ 0.01 $ 0.01
Average Common and Common Equivalent shares outstanding
6,834,216 6,023,131
See notes to condensed consolidated financial statements
4
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders' Equity
(In Thousands, Except Share Data)
Three Months Ended
March 31,
--------------------------------------------
2003 2002
-------- --------
Beginning Balance $ 9,588 $ 11,895
Comprehensive income (loss)
Net income 55 86
Other comprehensive income - net of tax (200) (150)
-------- --------
Comprehensive income (loss) (145) (64)
Issuance of stock 153 162
Issuance of stock warrants 250
-------- --------
Balances, March 31 (unaudited) $ 9,596 $ 12,243
======== ========
See notes to condensed consolidated financial statements.
5
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended
March 31,
--------------------
2003 2002
-------- --------
Operating Activities
Net income $ 55 $ 86
Adjustments to reconcile net income to net
cash provided (used) by operating activities
Provision for loan losses (104) --
Net gain on sales of securities available for sale (320)
Depreciation and amortization 110 154
Valuation allowance--affordable housing investments -- 14
Loans originated for sale (25,558) (5,622)
Proceeds from sale of loans 25,623 5,623
Changes in
Interest payable and other liabilities 509 568
Interest receivable and other assets (518) (319)
Other (54) 8
-------- --------
Net cash provided (used) by operating activities (257) 512
-------- --------
Investing Activities
Purchases of securities available for sale (15,757) (10,209)
Proceeds from sales of securities available for sale 12,098 --
Proceeds from maturities of securities available for sale 3,795 1,298
Net change in loans 3,039 2,336
Purchase of premises and equipment (20) (37)
Funding on outstanding letters of credit -- (234)
-------- --------
Net cash provided (used) by investing activities 3,155 (6,846)
-------- --------
Financing Activities
Net change in
Noninterest-bearing, interest-bearing demand
and savings deposits 4,724 (923)
Certificates of deposit 1,561 (5,612)
Short-term borrowings -- 11,000
Proceeds of long-term debt 3,000 1,777
Repayment of long-term debt (7) (1,497)
Issuance of stock 153 162
Issuance of stock warrants -- 250
-------- --------
Net cash provided by financing activities 9,431 5,157
-------- --------
Net Change in Cash and Cash Equivalents 12,329 (1,177)
Cash and Cash Equivalents, Beginning of Period 3,823 16,316
-------- --------
Cash and Cash Equivalents, End of Period $ 16,152 $ 15,139
======== ========
Additional Cash Flows Information
Interest paid $ 640 $ 1,533
Income tax paid (refunded) -- --
Real Estate acquired in settlement of loans -- 1,910
See notes to condensed consolidated financial statements.
6
Fidelity Federal Bancorp
and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
o Accounting Policies
The significant accounting policies followed by Fidelity Federal Bancorp
("Fidelity") and its wholly owned subsidiaries for interim financial reporting
are consistent with the accounting policies followed for annual financial
reporting. All adjustments which are necessary for a fair presentation of the
results for the periods reported, consist only of normal recurring adjustments,
and have been included in the accompanying unaudited condensed consolidated
financial statements. The results of operations for the three months ended March
31, 2003 are not necessarily indicative of those expected for the remainder of
the year. The condensed consolidated balance sheet at December 31, 2002 has been
derived from the audited financial statements.
Certain information and note disclosures normally included in the company's
annual financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted. These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the company's Form 10-K annual report for 2002 filed with the
Securities and Exchange Commission.
o Company Subsidiaries
Fidelity's savings bank subsidiary, United Fidelity Bank, fsb ("United"), was
organized in 1914, is a federally-chartered stock savings bank located in
Evansville, Indiana, and is regulated by the Office of Thrift Supervision
("OTS"). Fidelity, through its savings bank subsidiary, is engaged in the
business of obtaining funds in the form of savings deposits and other borrowings
and investing such funds in consumer, commercial, and mortgage loans, and in
investment and money market securities.
o Stockholders' Equity
In April 2003, Fidelity issued 2.8 million shares of common stock for $4.0
million in cash through the exercise of an option held by Pedcor Holdings and
affiliates. See "Subsequent Event" footnote for additional details.
During the third quarter of 2002, Pedcor Investments, LLC ("Investments")
exercised a portion of their option that was granted under the stock purchase
agreement in May 2000 and purchased $259,000 in common stock resulting in
137,765 shares being issued. Investments and its affiliates have a remaining
option to purchase up to $4.5 million of Fidelity common stock at the current
fair market value, which expires in May 2003.
In July 2002, Fidelity filed a registration statement for a stockholder rights
offering with the Securities and Exchange Commission. A total of 750,000 shares
were registered in this filing. For every 8.1 shares of Fidelity held on the
record date, shareholders could subscribe to purchase one share of Fidelity at
$2.00. The rights offering was completed in September 2002. Fidelity raised
$770,000, net of costs associated with the offering. The shares purchased by
shareholders with these funds were issued in September 2002.
In December 2001, Fidelity filed a registration statement for a debt and equity
rights offering with the Securities and Exchange Commission. Subscription rights
were distributed to persons who owned common stock as of the close of business
on December 19, 2001 to purchase $1.5 million of 9.00% unsecured junior
subordinated notes due February 28, 2009 and 500,000 warrants representing the
right to purchase shares of common stock at $3.00 per share, less the purchase
price of $0.50 per warrant. The offering was completed on February 28, 2002.
Fidelity issued approximately $1.0 million in 9% notes and all of the 500,000
warrants, raising an additional $250,000.
7
o Cash Dividend
Fidelity's dividend policy is to pay cash or distribute stock dividends when its
Board of Directors deems it to be appropriate, taking into account Fidelity's
financial condition and results of operations, economic and market conditions,
industry standards, and other factors, including regulatory capital requirements
of its savings bank subsidiary. Fidelity is not subject to any regulatory
restrictions on payments to its stockholders. United has entered into a
Supervisory Agreement ("Agreement") with the Office of Thrift Supervision
("OTS"). One of the provisions of the Agreement requires prior approval from OTS
for payments of dividends from United to Fidelity. Fidelity is uncertain when it
will pay dividends in the future and the amount of such dividends, if any.
o Other Restrictions
The Agreement with the OTS is in effect until terminated, modified or suspended
by the OTS. The agreement was entered into in February 1999. The agreement as
written has been modified by mutual agreement to eliminate certain restrictions.
Under the terms of the Agreement, United developed and submitted to the OTS for
approval a strategic plan which included, at a minimum, capital targets;
specific strategies; the completion of quarterly projections for a three-year
period; concentration limits for all assets; a plan for reducing United's
concentrations of high risk assets; review of infrastructure, staffing and
expertise with respect to each area of United's operations; and capital
planning.
The Agreement indicated that United must, among other things, have taken other
specified actions within specified time frames. These actions include the
development of and adherence to a written plan for the reduction of classified
and criticized assets to specified levels; maintenance of sufficient allowances
for loan and lease losses; quarterly reporting to the OTS relating to classified
assets and workout plans; restriction of its growth in total assets to an amount
not in excess of an amount equal to the net interest credited on deposit
liabilities without prior OTS approval; limiting growth of its consumer loan
portfolio to an amount not in excess of 30 percent of its total assets;
development of a written plan to divest all real estate held for development;
adoption of policies and procedures designed to avoid potential conflicts of
interest; development of policies and procedures to increase liquidity; adoption
of a policy with respect to its mortgage brokerage activity, which would address
its operation and methods for risk management; and maintenance of fully staffed
and functioning internal audit and independent loan review processes.
At March 31, 2003, United is also prohibited from taking certain actions without
prior approval, including but not limited to: engaging in "sub prime" consumer
lending activities; making capital distributions, including dividends to
Fidelity; making any additional equity investments; real estate development
without specific approval of the OTS; acquiring any additional real estate for
future development; selling any asset to an affiliated party without prior
written approval of the OTS; and engaging in any new activities not included in
the strategic plan.
United is also required to obtain OTS approval prior to adding or replacing any
director or senior executive officer. United is also prohibited, without prior
OTS approval, from entering into any contract with any executive officer or
director which would require a golden-parachute payment and from increasing any
executive benefit package in an amount in excess of the annual cost of living.
United also developed a plan to reduce employee turnover, build an experienced
staff, and provide for management succession.
Previously, United was to refrain from commercial lending. However, United
received OTS approval in the first quarter of 2002 to resume commercial lending
on a limited basis in accordance with its business plan.
Management of United has taken, or has refrained from taking, as applicable, the
actions requested by the OTS. United believes it is in compliance with the
provisions of the Agreement at March 31, 2003.
8
o Earnings per share
Earnings per share (EPS) were computed as follows:
Three Months Ended March 31, 2003
-------------------------------------------
Weighted- Per Share
Income Average Shares Amount
-------------------------------------------
Net income $ 55
=========
Basic earnings per share
Income (loss) available to common stockholders $ 55 6,834,216 $ 0.01
=======
Effect of dilutive securities
Stock options -- --
--------- ---------
Diluted earnings per share
Income (loss) available to common
stockholders and assumed conversions $ 55 6,834,216 $ 0.01
========= ========= =======
Three Months Ended March 31, 2002
---------------------------------------------
Weighted- Per Share
Income Average Shares Amount
---------------------------------------------
Net income $ 86
=========
Basic earnings per share
Income available to common stockholders $ 86 6,012,810 $ 0.01
=======
Effect of dilutive securities
Stock options -- 10,321
--------- ---------
Diluted earnings per share
Income available to common stockholders
and assumed conversions $ 86 6,023,131 $ 0.01
========= ========= =======
Options to purchase 326,996 shares of common stock at prices ranging from $1.53
to $11.81 per share as well as stock warrants representing the right to purchase
527,753 share of common stock at prices ranging from $3.00 to $8.93 per share
were outstanding at March 31, 2003, but were not included in the computation of
diluted EPS because the options' exercise price was greater than the average
market price of the common shares.
As discussed in the subsequent event footnote below, Fidelity issued 2,777,777
shares of common stock in April 2003 to Pedcor Holdings and affiliates. The
price of these shares was $1.44 per share. The shares were not included in the
calculation of basic or diluted earnings per share for the three months ended
March 31, 2003.
o Subsequent Event
In April 2003, Fidelity issued 2,777,777 shares of common stock for $4.0 million
in cash through the exercise of an option held by Pedcor Holdings and affiliates
("Pedcor"). The exercise price per share was $1.44, and was determined under a
formula included in the shareholder-approved stock purchase agreement effective
May 19, 2000, which resulted in Pedcor's acquisition of 1.46 million shares. The
proceeds of the option exercise will be used to reduce Fidelity's long-term debt
outstanding. Under the agreement, Pedcor continues to have the option to
exercise up to approximately $388,000 in Fidelity common stock until May 19,
2003.
9
Pedcor Holdings is a member of a group of companies which is controlled by Bruce
A. Cordingley, Gerald K. Pedigo, and Phillip J. Stoffregen, directors of
Fidelity Federal. Following the option exercise, the Pedcor group owns
approximately 65% of Fidelity's issued and outstanding stock.
o Automobile Loan Securitization
United completed an automobile loan securitization transaction in 2002.
A summary of the components of managed loans, which represents both owned and
securitized loans, follows. The automobile loans presented represent the managed
portfolio of indirect prime automobile loans.
Loans Past
Principal Due Over
As of March 31, 2003 Balance 30 Days
- -------------------------------------------------------------------------------
Total managed automobile loans $ 77,174 $201
Less: Automobile loans securitized (36,555) (87)
Automobile loans serviced (24,130) (41)
------------------------------
Total automobile loans held in portfolio $ 16,505 $ 73
==============================
United estimates the fair value of the retained interest at the date of the
transfer and during the period of the transaction based on a discounted cash
flow analysis. United receives annual servicing fees based on the loan balances
outstanding, the rights to future cash flows arising after investors in the
securitization trust have received their contractual return and after certain
administrative costs of operating the trust. These cash flows are estimated over
the life of the loans using prepayment, default and interest rate assumptions
that market participants would use for financial instruments subject to similar
levels of prepayment, credit and interest rate risk.
A summary of the fair values of the interest-only strips and servicing assets
retained, key economic assumptions used to arrive at the fair values, and the
sensitivity of the March 31, 2003 fair values to immediate 10% and 20% adverse
changes in those assumptions follows. Actual credit losses experienced through
year-end 2002 and thus far in 2003 on the pool of automobile loans securitized
have been consistent with initial projections. As such, the expected static pool
loss assumption would perform consistently with that disclosed in the
sensitivity analysis. The sensitivities are hypothetical. Changes in fair value
may not be linear. Also, the effect of a variation in a particular assumption on
the fair value of the retained interests is calculated without changing any
other assumption; in reality, changes in one factor may result in changes in
another (for example, increases in market interest rates may result in lower
prepayments and increased credit losses), which might either magnify or
counteract the sensitivities.
Weighted- Monthly Expected
Average Prepayment Cumulative Annual Weighted-
Fair Life Speed Credit Discount Average
Value (in months) (% ABS) Losses Rate Coupon
--------------------------------------------------------------------
Interest-only strip
As of the date of securitization $ 2,707 39 1.50% 1.50% 15.0% 9.09%
As of March 31, 2003 2,107 28 1.87 1.50 15.0 8.67
Decline in fair value of 10%
adverse change $ 60 $ 24 $ 43
Decline in fair value of 20%
adverse change 117 48 85
Servicing asset
As of the date of securitization 362 39 1.50% 1.50% 15.0%
As of March 31, 2003 * 244 28 1.87 1.50 15.0
Decline in fair value of 10%
adverse change $ 17 $ 0 $ 5
Decline in fair value of 20%
adverse change 33 0 10
* Carrying value of the servicing asset approximated fair value at March 31,
2003.
10
o Stock Option
Stock options and Fidelity's stock-based incentive compensation plans are
discussed more fully in the notes to Fidelity's December 31, 2002 audited
financial statements contained in Fidelity's annual report. Fidelity accounts
for these plans under the recognition and measurement principles of APB Opinion
No. 25, Accounting for Stock Issued to Employees, and related Interpretations.
No stock-based employee compensation cost is reflected in net income, as all
options granted under those plans had an exercise price that was equal to or
greater than the market value of the underlying common stock on the grant date.
The following table illustrates the effect on net income and earnings per share
if Fidelity had applied the fair value provisions of FASB statement No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation.
Three Months Ended March 31 2003 2002
- --------------------------------------------------------------------------------
Net income as reported $ 55 $ 86
Less: Total stock-based compensation cost determined
under the fair value based method, net of income taxes (8) (6)
-----------------
Pro forma net income $ 47 $ 80
=================
Basic earnings per share - as reported $0.01 $0.01
Basic earnings per share - pro forma $0.01 $0.01
Diluted earnings per share - as reported $0.01 $0.01
Diluted earnings per share - pro forma $0.01 $0.01
o Reclassifications
Reclassifications of certain amounts from the condensed consolidated income
statements for the three-month period ended March 31, 2002 have been made to
conform to the presentation of the three-month period ended March 31, 2003.
These reclassifications had no effect on net income.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Management's discussion and analysis of financial condition and results of
operations is intended to assist in understanding the financial condition and
results of operations of Fidelity Federal. The information contained in this
section should be read in conjunction with the consolidated financial statements
and accompanying notes contained in this report.
Portions of this Management's Discussion and Analysis, as well as the notes to
the consolidated financial statements contain certain forward-looking statements
(as defined in the Private Securities Litigation Reform Act of 1995), which
reflect management's current beliefs and expectations and are intended to
benefit the reader. These forward-looking statements are inherently subject to
various risks and uncertainties which may cause actual results to differ
materially from expected results. Such risks and uncertainties include, but are
not limited to, economic conditions, generally and in the market areas of the
Company, increased competition in the financial services industry, actions by
the Federal Reserve Board, changes in interest rates and governmental regulation
and legislation.
Comparison of Financial Condition at March 31, 2003 and December 31, 2002
Total assets at March 31, 2003 were $142.1 million, an increase of $9.8 million
from $132.3 million at December 31, 2002. The increase in total assets was
primarily attributable to an $12.5 million increase in interest-bearing demand
deposits resulting from the sale of $8.5 million in consumer loans at the end of
the quarter and net deposit inflows.
Investment securities decreased $97,000 to $34.8 million at March 31, 2003.
United's investment portfolio consists entirely of mortgage related securities
and classified as "available for sale". Approximately $12.0 million of
securities were sold during the first quarter of 2003 due to continued rapid
prepayments in connection with the low market rate environment, but replaced
with approximately $15.8 million in similar mortgage-backed securities.
11
Net loans decreased $3.0 million to $70.1 million at March 31, 2003. The decline
is primarily associated with a $1.8 million decrease in fixed rate 1-4 family
loans. Fidelity continues to sell its current production, and use the proceeds
to fund future originations. The remainder of the decline is the result of
consumer loan sales completed during the first quarter of 2003.
The allowances for loan losses decreased to $729,000 at March 31, 2003, from
$837,000 at December 31, 2002. The decline was due to a $104,000 credit to the
provision for loan losses and $4,000 in net charge-offs. The allowance for loan
losses represented 1.03% of total loans at March 31, 2003, a decrease from 1.13%
at December 31, 2002. Relative to non-performing assets, the allowance for loan
losses was 21.1% at March 31, 2003, compared to 27.4% at December 31, 2002.
The following table sets forth an analysis of the allowance for loan losses for
the three months ended March 31, 2003 and the year ended December 31, 2002:
Three months
ended Year ended
March 31, December 31,
2003 2002
--------------- ---------------
(dollars in thousands)
Allowance for loan losses at beginning of period $ 837 $2,138
Provision for losses (104) (360)
Loans charged off (51) (1,954)
Recoveries on loans 47 1,013
--------------- ---------------
Allowance for loan losses at end of period $ 729 $ 837
=============== ===============
Total deposits increased $6.3 million to $113.1 million at March 31, 2003, from
$106.8 million at December 31, 2002. Approximately $5.6 million of the increase
was associated with an increase in non-interest bearing commercial accounts and
the remaining increase was in certificates of deposit. The balance of
non-interest bearing deposit accounts has historically fluctuated, and the
increase is expected to be temporary.
Long-term debt increased $3.0 million to $16.6 million at March 31, 2003 due to
new FHLB advances of $3.0 million received during the first quarter of 2003.
Excluding Federal Home Loan Bank advances, all remaining debt is owed by the
parent company which totals $10.6 million at both March 31, 2003 and December
31, 2002.
Total stockholders' equity increased $8,000 to $9.6 million at March 31, 2003.
The increase was attributable to net income of $55,000 and the issuance of stock
totaling $153,000 from the exercise of a stock option under the shareholder
approved stock purchase agreement, which was partially offset by a $200,000
decrease in the net unrealized gain on investment securities available for sale.
Non-Performing Assets
Non-performing assets increased $399,000 from December 31, 2002 to $3.5 million
or 2.4% of total assets at March 31, 2003. The increase is primarily due to one
large residential loan being placed in non-accrual status while awaiting
foreclosure.
12
The following table provides information on Fidelity's non-performing assets as
of March 31, 2003 and December 31, 2002:
March 31, December 31,
2003 2002
- ----------------------------------------------------------------------------
(Dollars in Thousands)
Non-accrual loans
Consumer $ 96 $ 131
Commercial 388 388
Real estate mortgage 754 356
------ ------
Total non-accrual loans 1,238 875
Restructured
Consumer 43 39
Commercial 51 --
------ ------
Total restructured loans 94 39
90 days or more past due and accruing
Mortgage -- 1
Consumer -- --
Commercial -- --
------ ------
Total 90 days or more past due and accruing -- 1
Other real estate owned and repossessed assets 2,127 2,145
------ ------
Total other non-performing assets
Total non-performing assets $3,459 $3,060
====== ======
Ratio of non-performing assets to total assets 2.43% 2.31%
====== ======
Other Real Estate Owned
Other real estate owned totaled $2.1 million at March 31, 2003, which is
consists of residential and non-residential properties. United is actively
seeking disposition of the properties.
Classified Assets
Classified assets totaled $6.4 million at March 31, 2003 compared to $6.1
million at December 31, 2002. Total classified assets were 59.3% and 55.4% of
Fidelity's capital and reserves at March 31, 2003 and December 31, 2002,
respectively. In addition to the classified assets and letters of credit, there
are other assets and letters of credit totaling $6.8 million at March 31, 2003,
compared to $11.9 million at December 31, 2002, for which management was closely
monitoring the borrower's abilities to comply with payment terms.
Capital Resources
United is subject to various regulatory capital requirements administered by the
federal banking agencies and is assigned to a capital category. The assigned
category is largely determined by three ratios that are calculated according to
the regulations: total risk adjusted capital, Tier I capital, and Tier I
leverage ratios. The ratios are intended to measure capital relative to assets
and credit risk associated with those assets and off balance sheet exposures of
the entity. The capital category assigned to an entity can also be affected by
qualitative judgments made by regulatory agencies about the risk inherent in the
entity's activities that are not part of the calculated ratios.
There are five capital categories defined in the regulations, ranging from well
capitalized to critically undercapitalized. Classification of a bank in any of
the undercapitalized categories can result in actions by regulators that could
have a material effect on a bank's operations. At March 31, 2003 and December
31, 2002, United is categorized as well capitalized and met all subject capital
adequacy requirements.
13
United's Capital Ratios
Required for To be well
Actual Adequate capital Capitalized
Amount Ratio Amount Percent Amount Percent
As of March 31, 2003
Total risk-based capital (to risk-weighted assets) $11,159 12.8% $6,962 8.0% $8,703 10.0%
Tier 1 capital (to risk-weighted assets) 8,998 10.3 3,481 4.0 5,222 6.0
Core capital (to adjusted total assets) 11,105 8.3 5,367 4.0 6,708 5.0
Core capital (to adjusted tangible assets) 11,105 8.3 2,683 2.0 N/A N/A
Tangible capital (to adjusted total assets) 10,676 8.0 2,006 1.5 N/A N/A
As of December 31, 2002
Total risk-based capital (to risk-weighted assets) $11,107 12.5% $9,497 8.0% $11,871 10.0%
Tier 1 capital (to risk-weighted assets) 8,823 10.0 4,748 4.0 7,122 6.0
Core capital (to adjusted total assets) 10,929 8.8 5,998 4.0 7,497 5.0
Core capital (to adjusted tangible assets) 10,929 8.8 2,999 2.0 N/A N/A
Tangible capital (to adjusted total assets) 10,520 8.5 2,249 1.5 N/A N/A
Liquidity
Fidelity's principal source of income and funds is dividends from United.
Fidelity is not subject to any regulatory restrictions on the payment of
dividends to its stockholders. However, United is restricted from paying any
dividends to Fidelity without prior approval of the OTS under the terms of the
Supervisory Agreement.
The Stock Purchase Agreement approved by Fidelity's shareholders in May 2000
provides that, for three years following the approval of the stock purchase
agreement, Pedcor is entitled to purchase additional shares at market value from
Fidelity in an aggregate amount up to $5.0 million. Approximately $4.4 million
remained available under this option at March 31, 2003. As discussed in the
"Subsequent Event" footnote, Pedcor Holdings and affiliates acquired 2,777,777
shares of common stock for $4.0 million in cash in April 2003 therefore leaving
approximately $388,000 in unexercised options.
Fidelity obtained a $1.5 million line of credit in the first quarter of 2001 and
can draw on this line until its expiration in September 2003. At March 31, 2003,
no amount was outstanding on the line of credit. Fidelity's liquidity position
may be further improved by the potential issuance of additional stock to Pedcor,
additional debt or equity financing, or dividends from United (with OTS
approval), to the holding company. Fidelity believes that the above actions will
assist it in meeting its future liquidity needs.
o Comparison of Operating Results for the Three Months Ended
March 31, 2003 and 2002
General. Net income for the quarter ended March 31, 2003 was $55,000 compared to
$86,000 for the quarter ended March 31, 2002. Net interest income decreased,
while non-interest income increased and non-interest expense decreased.
14
Net Interest Income
The following table summarizes Fidelity's average interest-earning assets and
average interest-bearing liabilities with the accompanying average rates for the
first three months of 2003 and 2002:
Three Months Ended
March 31,
(dollars in thousands)
---------------------
2003 2002
--------- ---------
Interest-earning assets $ 116,127 $ 138,350
Interest-bearing liabilities 119,140 139,525
--------- ---------
Net interest-earning assets or (interest-bearing liabilities) $ (3,013) $ (1,175)
========= =========
Average yield on:
Interest-earning assets 5.59% 7.54%
Interest-bearing liabilities 3.94 4.66
--------- ---------
Net interest spread 1.65% 2.88%
========= =========
Net interest margin 1.55% 2.85%
========= =========
Net interest income for the first three months of 2003 was $444,000 compared to
$971,000 earned during the first three months of 2002. Total interest income
decreased $971,000 to $1.6 million for the quarter ended March 31, 2003 from
$2.6 million for the same quarter in 2002. During the first quarter of 2002, an
additional $156,000 in interest income was recognized on previously charged off
loans compared to none in 2003. The remaining decrease in interest income was
primarily attributable to a decrease in average consumer loans of $25.9 million
resulting in the completion of the securitization transaction in the third
quarter of 2002. The decrease in average balances in combination of partially
replacing these assets at lower yields resulted in a decrease in consumer loan
interest income of $665,000. Interest expense decreased $444,000 due to a
combination of a decrease of $76,000 and $170,000 due to a decrease in
certificate of deposits volume and rate, respectively. The primary remaining
decrease is associated with the decrease in volume and rate of FHLB advances.
The following table sets forth the details of the rate and volume change for the
first three months of 2003 compared to the same period in 2002.
Three Months Ended March 31,
2003 vs 2002
Increase (Decrease)
Due to change in
---------------------------
Volume Rate Total
------ ---- -----
Interest Income:
Loans and mortgage-backed securities $(502) $(440) $(942)
Other interest-earning assets (16) (13) (29)
----- ----- -----
Total interest-earning assets (518) (453) (971)
Interest Expense:
Deposits (76) (170) (246)
FHLB advances and other borrowings (185) (13) (198)
----- ----- -----
Total interest-bearing liabilities (261) (183) (444)
----- ----- -----
Change in net interest income $(257) $(270) $(527)
===== ===== =====
Provision for Loan Losses and Letters of Credit Valuation Provision
The provision for loan losses for the three months ended March 31, 2003 was a
credit of $104,000 compared to zero for the three months ended March 31, 2002.
Additional loan loss provisions were made during the current quarter based on
loan growth, delinquency and charge-off trends. However, these provisions were
offset by the reversal of $179,000 in consumer loan allowances as a result of
excess reserves created from consumer loan sales completed during the quarter.
15
Fidelity makes provisions for loan losses in amounts estimated to be sufficient
to maintain the allowance for loan losses at a level considered necessary by
management to absorb losses in the loan portfolios. Specific reserves are
assigned to certain credits. The reserves are determined by management's
evaluation of those credits, which include evaluations of borrower's ability to
repay outstanding debt, as well as the value of supporting collateral. The
results of internal loan reviews, previous regulatory reviews, and past events
assist Fidelity in making that evaluation. The independent support for the
allowance for loan losses and letter of credit valuation reserve includes
documentation that supports the amount of recorded reserves for these credits.
General reserves for loans and letters of credit not specifically reserved are
also determined. Fidelity computes general reserves for the commercial,
commercial mortgage, residential mortgage and consumer loan portfolios by
utilizing historical information and information currently available about the
loans within those portfolios that provides information as to the likelihood of
loss. The potential effect of current economic conditions is also considered
with respect to establishing general reserve amounts.
Non-interest income
Non-interest income for the three months ended March 31, 2003 was $1.2 million
compared to $930,000 for the same period in 2002, an increase of $288,000.
Net gains on loan sales decreased $261,000 from the prior year's quarter due to
a decrease in volume of automobile loans sold. A $320,000 gain on the sale of
available for sale investments was recognized in the most recent quarter
compared to zero in the same quarter in 2002. Increased prepayment speeds,
remaining premiums and pricing made it advantageous to sell the securities as
opposed to holding them. Although the entire investment portfolio is available
for sale, Fidelity believes the sale of investment securities are considered
non-recurring in nature. A $72,000 gain on the sale of an interest rate swap was
recognized in 2002 compared to zero in 2003. Income of $60,000 was recognized on
the retained interests in securitized assets. An increase in early payoffs on
automobile loans due to the historically low interest rate environment resulted
in the recapture of $83,000 in fees previously paid to automobile dealerships
compared to $5,000 for the same period in 2002. Included in other income were
non-recurring items which Fidelity received during the first quarter of 2003
totaling approximately $125,000 from Fidelity's active participation in
affordable housing activities, which ended late last year.
Non-interest expense
Non-interest expense decreased $125,000 to $1.8 million for the quarter ended
March 31, 2003 compared to $1.9 million for the same period in 2002.
Salaries and employee benefits decreased $57,000 from the first three months of
2002 due to efficiencies created. Data processing expense increased $20,000 over
the prior year due to increased volume of mortgage and consumer loans serviced
when compared to the same period in 2002. Printing, postage and office supplies
decreased $21,000 from the prior year due to various improvements made in the
purchasing and printing process. Professional liability insurance expense
increased $21,000 over the prior year due to rate increases for insurance
resulting from terrorism and corporate governance issues that have occurred over
the past year. Intangible asset amortization was $52,000 for the first three
months of 2002 compared to zero in 2003 due to the change in the estimated lives
of these assets in the third quarter of 2002.
Income tax benefit
The income tax benefit was $50,000 for the three months ending March 31, 2003
compared to a $71,000 benefit in the same period last year. Included in this
benefit are tax credits of $50,000. These credits are received from Fidelity's
remaining investments in limited partnership interests in affordable housing
properties and are a component of the overall return on these investments.
Consideration of the need for a valuation allowance for the deferred tax asset
was made at March 31, 2003 after projecting the reversal of the deferred items.
These analyses were based on projected operating income in future years, action
plans developed and partially implemented included in Fidelity's business plan
and cost reductions. These analyses showed that not all carryforwards would be
utilized within the carryforward periods (federal and state) and a valuation
allowance would be necessary. The analyses assume that Fidelity will execute
approximately 50% of the initiatives included within its current business plan
and then achieve 10% growth in annual earnings thereafter. The conservative
level of earnings contemplated by these analyses, if achieved, will constitute
for the majority of the carryforward periods, earnings levels that are below
other thrift holding companies included within Fidelity's peer group. Due to
capital gains generated as a result of the sale of two Company subsidiaries, and
a
16
level of projected profitability for 2002 being less than originally
anticipated, Fidelity established a valuation allowance of $500,000 at December
31, 2002. Fidelity considers the current valuation allowance adequate at March
31, 2003 based upon the results of the above analysis and assumptions, but
cannot assure that future income will be enough to support the current level of
deferred taxes.
The assumptions used to help consider the need for a valuation allowance for the
deferred tax asset are subject to certain risks and uncertainties that could
impact the final determination regarding the amount of the valuation allowance.
These risks include the failure to implement the business plan targets for
increased revenues, cost reductions, the potential loss of key employees,
ability to maintain projected interest rate margins, and the potential
disruption of activities in key income-producing areas.
Critical Accounting Policies
Allowance for Loan Losses
The allowance for loan losses is established through a provision for loan losses
charged to earnings as losses are estimated to have occurred. Loan losses are
charged against the allowance when management believes the uncollectibility of a
loan balance is confirmed. Subsequent recoveries, if any, are credited to the
allowance.
The allowance for loan losses is evaluated on a regular basis by management and
is based upon management's periodic review of the collectibility of the loans in
light of historical experience, the nature and volume of the loan portfolio,
adverse situations that may affect the borrower's ability to repay, estimated
value of any underlying collateral and prevailing economic conditions. This
evaluation is inherently subjective as it requires estimates that are
susceptible to significant revision as more information becomes available.
A loan is considered impaired when, based on current information and events, it
is probable that Fidelity or any of its wholly owned subsidiaries will be unable
to collect the scheduled payments of principal or interest when due according to
the contractual terms of the loan agreement. Factors considered by management in
determining impairment include payment status, collateral value and the
probability of collecting scheduled principal and interest payments when due.
Loans that experience insignificant payment delays and payment shortfalls
generally are not classified as impaired. Management determines the significance
of payment delays and payment shortfalls on a case-by-case basis, taking into
consideration all of the circumstances surrounding the loan and the borrower,
including the length of the delay, the reasons for the delay, the borrower's
prior payment record and the amount of the shortfall in relation to the
principal and interest owed. Impairment is measured on a loan-by-loan basis for
commercial and construction loans by either the present value of expected future
cash flows discounted at the loan's effective interest rate, the loan's
obtainable market price or the fair value of the collateral if the loan is
collateral dependent.
Large groups of smaller balance homogenous loans are collectively evaluated for
impairment. Accordingly, United does not separately identify individual consumer
and residential loans for impairment disclosures.
Recently Issued Accounting Guidance
In November 2002, the FASB issued Interpretation No. 45, (FIN 45), "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others," which elaborates on the disclosures to be
made by a guarantor about its obligations under certain guarantees issued. It
also clarifies that a guarantor is required to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and measurement provisions of
this Interpretation apply on a prospective basis to guarantees issued or
modified after December 31, 2002. The disclosure requirements in this
Interpretation are effective for periods ending after December 15, 2002.
Adoption of the requirements of FIN 45 did not have a material effect on
Fidelity's Consolidated Financial Statements.
Item 3 - Asset/Liability Management--Quantitative and Qualitative Disclosures
about Market Risk
Fidelity is subject to interest rate risk to the degree that its interest
bearing liabilities, primarily deposits with short and medium term maturities,
mature or reprice at different rates than its interest-earning assets. Although
having liabilities that mature or reprice less frequently will be beneficial in
times of rising interest rates, such an asset/liability structure will result in
lower net income during periods of declining interest rates, unless off-set by
other factors.
17
The OTS utilizes a model, the "Office of Thrift Supervision Net Portfolio Value"
("NPV") model, which uses a net market value methodology to measure the interest
rate risk exposure of savings associations. Under this model, an institution's
"normal" level of interest rate risk in the event of an assumed change in
interest rates is a decrease in the institution's NPV in an amount not exceeding
2% of the present value of its assets. Savings associations with over $300
million in assets or less than 12% risk-based capital ratio are required to file
the OTS Schedule CMR. Data from Schedule CMR is used by the OTS to calculate
changes in NPV (and the related "normal" level of interest rate risk) based upon
certain interest rate changes (discussed below). Associations which do not meet
either of the filing requirements are not required to file OTS Schedule CMR, but
may do so voluntarily. United voluntarily submits a CMR quarterly to the OTS.
Under the regulation, associations which must file are required to take a
deduction (the interest rate risk capital component) from their total capital
available to calculate their risk based capital requirement if their interest
rate exposure is greater than "normal". The amount of that deduction is one-half
of the difference between (a) the institution's actual calculated exposure to a
200 basis point interest rate increase or decrease (whichever results in the
greater pro forma decrease in NPV) and (b) its "normal" level of exposure which
is 2% of the present value of its assets.
The data for March 31, 2003 is not required to be filed with the OTS until 45
days after quarter end, which coincides with the 10-Q filing. Management
monitors its interest rate sensitivity during the quarter and will request the
OTS to run scenarios on the NPV model to determine the change in interest rate
sensitivity for management in an effort to assist management with its decision
making regarding the maturities and pricing of its products.
Although United has not yet submitted its CMR to the OTS for March 31, 2003,
management anticipates there has been no material change from the information
disclosed in Fidelity's annual report to shareholders at December 31, 2002.
Item 4 - Controls and Procedures
a. Evaluation of Disclosure Controls and Procedures. Fidelity's principal
executive officer and principal financial officer have concluded that
Fidelity's disclosure controls and procedures (as defined in Rule 13a-14(c)
under the Securities Exchange Act of 1934, as amended), based on their
evaluation of these controls and procedures as of a date within ninety (90)
days prior to the filing date of this Form 10-Q, are effective.
b. Changes in Internal Controls. There have been no significant changes in
Fidelity's internal controls or in other factors that could significantly
affect these controls subsequent to the date of the evaluation thereof,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
c. Limitations on the Effectiveness of Controls. Fidelity's management,
including its principal executive officer and principal financial officer,
does not expect that Fidelity's disclosure controls and procedures and
other internal controls will prevent all error and all fraud. A control
system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs. Because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within
the company have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the control.
The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under
all potential future conditions; over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the
policies or procedures may deteriorate. Because of the inherent limitations
in a cost-effective control system, misstatements due to error or fraud may
occur and not be detected.
d. CEO and CFO Certifications. Appearing immediately following the Signatures
section of this report there are Certifications of Fidelity's principal
executive officer and principal financial officer. The Certifications are
required in accord with Section 302 of the Sarbanes-Oxley Act of 2002 (the
"Section 302 Certifications"). This Item of this report which you are
currently reading is the information concerning the Evaluation referred to
in the Section 302 Certifications and this information should be read in
conjunction with the Section 302 Certifications for a more complete
understanding of the topics presented.
18
PART II -- OTHER INFORMATION
ITEM 1 Legal Proceedings:
------------------
There are no material pending legal proceedings, other than ordinary
routine litigation incidental to the Registrant's business, to which
the Registrant or its subsidiaries are a party of or which any of
their property is the subject.
ITEM 2 Changes in Securities and Use of Proceeds:
------------------------------------------
On December 3, 2002, Fidelity sold 133,460 shares of common stock at a
price of $1.70 per share, or approximately $226,882 in aggregate, to
certain accredited investors. Fidelity had reasonable grounds to
believe that the investors were accredited investors, capable of
evaluating merits and risks of this investment, and who acquired the
shares for investment purposes. The transactions were private in
nature, and the shares were issued in reliance upon Section 4(2) and
/or Rule 506 promulgated under the Securities Act of 1933, as amended.
On April 1, 2003, Fidelity issued an aggregate of 2,777,777 shares of
common stock at the exercise price of $1.44 per share, or
approximately $4,000,000 in aggregate, to Pedcor Holdings, LLC and
Pedcor Bancorp as a result of their exercise of a stock option.
Fidelity had reasonable grounds to believe that the investors were
accredited investors, capable of evaluating merits and risks of this
investment, and who acquired the shares for investment purposes. The
transactions were private in nature, and the shares were issued in
reliance upon Section 4(2) of the Securities Act of 1933, as amended.
Bruce A. Cordingley, Gerald K. Pedigo and Phillip J. Stoffregen,
directors of Fidelity, are executive officers of Pedcor Holdings, LLC
and Pedcor Bancorp.
ITEM 3 Defaults Upon Senior Securities:
--------------------------------
Not applicable.
ITEM 4 Submission of Matters to a Vote of Security Holders:
----------------------------------------------------
Not applicable
ITEM 5 Other Information:
------------------
None
ITEM 6 Exhibits and Reports on Form 8-K:
---------------------------------
Exhibit Number Description
-------------- -----------
a. 3(i) (a) Articles of Incorporation of Fidelity, filed as exhibit
3(a) to Fidelity's 1995 Annual Report on Form 10-K, are
incorporated herein by reference
3(i) (b) Articles of Amendment of the Articles of Incorporation,
filed as exhibit 4.1 with Fidelity's Registration Statement
on Form S-3 (file no. 333-53668), are incorporated by
reference
3(ii) By-Laws of Fidelity, filed as exhibit 4.2 with Fidelity's
Registration Statement on Form S-3 (file no. 333-53668), are
incorporated by reference
10 (a) The 1993 Director's Stock Option Plan, filed as exhibit
10(d) to Fidelity's 1995 Annual Report on Form 10-K, is
incorporated herein by reference.
(b) The 1995 Key Employee's Stock Option Plan, filed as exhibit
10(c) to Fidelity's 1996 Annual Report on Form 10-K, is
incorporated herein by reference.
(c) Employment agreement between Fidelity and Donald R. Neel,
filed as exhibit 10(d) to Fidelity's 2000 Annual Report on
Form 10-K, is incorporated herein by reference
b. A form 8-K was filed on April 23, 2003
On April 22, 2003, Fidelity issued a press release in
connection with Fidelity's first quarter 2003 earnings
release.
19
A form 8-K was filed on April 7, 2003
On April 4, 2003, Fidelity issued a press release reporting
that it had issued 2,777,777 shares of common stock for $4.0
million in cash through the exercise of an option held by
Pedcor Holdings and affiliates.
A form 8-K was filed on February 20, 2003
On February 20, 2003, Fidelity issued a press release in
connection with Fidelity Federal's quarterly earnings
release and completion of the sale of its affordable housing
subsidiaries and related assets.
99.1 Regulation FD Disclosure - Chief Executive Officer
99.2 Regulation FD Disclosure - Chief Financial Officer
20
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 FEDERAL BANCORP
Date: May 14, 2003 By: /s/ DONALD R. NEEL
- ------------------ -----------------------------
Donald R. Neel
President and CEO
By: /s/ MARK A. ISAAC
-----------------------------
Mark A. Isaac
Vice President and CFO
(Principal Financial Officer)
21
CERTIFICATIONS
I, Donald R. Neel, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Fidelity Federal
Bancorp;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of the
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect the internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 14, 2003 /s/ Donald R. Neel
-----------------------------
Donald R. Neel
President and CEO
(principal executive officer)
22
I, Mark A. Isaac, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Fidelity Federal
Bancorp;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of the
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect the internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 14, 2003 /s/ Mark A. Isaac
-----------------------------
Mark A. Isaac
Vice President and CFO
(principal financial officer)
23
Index to Exhibits
Page Exhibit Number Exhibit
- -------------------------------------------------------------------------------
99.1 Regulation FD Disclosure - Chief Executive Officer
99.2 Regulation FD Disclosure - Chief Financial Officer
24