UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2003 Fidelity Bankshares, Inc. ------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-29040 65-0717085 - -------------------- -------------------- ------------------------- (State or other (SEC File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation) 205 Datura Street, West Palm Beach, Florida, 33401 (Address of principal executive offices) Registrant's telephone number, including area code: (561) 803-9900 Not Applicable ------------------------------------------------------------------------- (Former name or former address, if changed since last report) CURRENT REPORT ON FORM 8-K Item 1. Changes in Control of Registrant Not Applicable Item 2. Acquisition or Disposition of Assets Not applicable. Item 3. Bankruptcy or Receivership Not applicable. Item 4. Changes in Registrant's Certifying Accountant Not applicable. Item 5. Other Events Not applicable. Item 6. Resignations of Registrant's Directors Not Applicable. Item 7. Financial Statements and Exhibits (a) No financial statements of businesses acquired are required. (b) No pro forma financial information is required. (c) Attached as an exhibit is Fidelity Bankshares, Inc.'s (the "Company") news release announcing its June 30, 2003 earnings. Item 8. Change in Fiscal Year Not applicable. Item 9. Regulation FD Disclosure - Information provided pursuant to Item 12 ------------------------ The Company announced its June 30, 2003 financial results by release. The press release is included as an exhibit. SIGNATURE 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, hereunto duly authorized. Fidelity Bankshares, Inc. DATE: July 15, 2003 By: /s/ Vince A. Elhilow ---------------------------------- Vince A. Elhilow Chairman of the Board and Chief Executive Officer EXHIBIT INDEX 99.1 News release dated July 15, 2003 announcing June 30, 2003 earnings. EXHIBIT 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE Fidelity Bankshares Q2 Net Income Up 20.2% To $4.9 Million Or $.34 Per Share. Assets $2.8 Billion. Deposits $2.3 Billion. - -------------------------------------------------------------------------------- West Palm Beach, FL, July 15, 2003 - Fidelity Bankshares, Inc. (Nasdaq: FFFL) the holding company for Fidelity Federal Bank & Trust, announced today the company's net income for the second quarter ended June 30, 2003 increased 20.2% to $4.9 million or $.34 basic and diluted earnings per share. This compared to $4.1 million or $.27 basic and diluted earnings per share for the quarter ended June 30, 2002. Net interest income before credit adjustments increased by 17.1% to $21.7 million for the quarter. Other income, derived from deposit account fees, insurance sales and other fee income, together with income from the company's loan sales business, increased by $1.9 million or 45% over the second quarter of 2002. Net income for the six months ended June 30 2003 rose 23.9% to $10.0 million or $.70 basic and $.69 diluted earnings per share over $8.1 million or $.53 basic and diluted earnings per share in the same period in 2002. Net interest income before credit adjustments rose 16.9% in the first six months to $42.5 million. Other income was up 65% over the first six months of 2002. Excluding the non-recurring gain on the sale of loans in March 2003, the increase in other income would have been 46% for the six months of 2003, compared to the first six months end of 2002. During the second quarter, the company again experienced mild margin compression. At June 30, 2003 the company's net yield on earning assets was 3.34%, compared to 3.43% at March 31, 2003. However, the company also continued to increase deposits. While certificates of deposit declined by $29.2 million during the second quarter, the company recorded net deposit growth of $135.9 million. These funds were invested in short-term, temporary investments and interest earning deposits at much lower yields than retail loans, contributing to the company's margin compression. Chairman and CEO Vince Elhilow said, "We are pleased with our progress in increasing other income and our continuing efforts to make our balance sheet more bank-like. Other income, due mainly to the inception of our loan sales business this year, increased to 18.3% of interest income compared to 11.6% a year ago. Loan sales have exceeded our most optimistic projections so far this year. It is unclear whether that pace can be maintained. While our total loan portfolio was up 16.9% over a year ago, our residential loan portfolio grew only 6.6%." -more- Fidelity Bankshares, Inc. Page 2 Elhilow added, "Core deposits, consisting of checking, savings and money market accounts, now comprise 67.8% of our deposits, while certificates of deposit represent the remaining 32.2%. At December 31, 2002 and June 30, 2002, core deposits made up 59.6% and 53.9%, respectively, of the company's deposits." In June, the Board of Directors approved payment of a quarterly dividend to stockholders of $.10 per share on the company's common stock. The dividend, payable to stockholders of record as of June 30, 2003, was distributed on July 11, 2003. Fidelity Bankshares, Inc., through its subsidiary Fidelity Federal Bank & Trust, has assets of $2.8 billion and deposits of $2.3 billion and operates in Florida through 42 offices in Palm Beach, Martin and St. Lucie counties. An investment profile on Fidelity Bankshares may be found on the website www.hawkassociates.com/fffl/profile.htm. For more information contact President and CEO Vince A. Elhilow or Chief Financial Officer Richard D. Aldred at (561) 803-9900 or Frank Hawkins or Julie Marshall, Hawk Associates, Inc. at (305) 852-2383. Email: info@hawkassociates.com. Information about Fidelity Bankshares, Inc. can be found on the website www.fidelityfederal.com. Copies of Fidelity Bankshares press releases, SEC filings, current price quotes, stock charts and other valuable information for investors may be found on the website: http://www.hawkassociates.com. <page> Fidelity Bankshares, Inc. Financial Highlights (Unaudited) Three Months Three Months Six Months Six Months Year Ended Ended Ended Ended Ended June 30, June 30, June 30, June 30, December 31, 2003 2002 2003 2002 2002 FOR THE PERIOD (In Thousands) - ------------------------------------------------------------------------------------------------------------------------------------ Interest income $36,336 $34,303 $71,167 $67,980 $137,867 Interest expense 14,650 15,784 28,696 31,649 61,768 Net interest income 21,686 18,519 42,471 36,331 76,099 Chargeoffs - 223 71 240 575 Recoveries - 10 1 16 60 Gain on sale of loans 1,054 21 3,613 43 74 Net income 4,931 4,101 10,048 8,109 16,798 PER COMMON SHARE - ------------------------------------------------------------------------------------------------------------------------------------ Net income: Basic EPS $0.34 $0.27 $0.70 $0.53 $1.12 Diluted EPS 0.34 0.27 0.69 0.53 1.11 Dividends declared 0.10 0.10 0.20 0.20 0.40 Book value 11.81 11.41 11.81 11.41 11.37 Stock price: High 23.60 27.47 23.60 22.47 22.47 Low 18.07 17.70 17.24 15.60 15.60 Close 22.30 22.11 22.30 22.11 17.90 AVERAGE FOR THE PERIOD (In Thousands) - ------------------------------------------------------------------------------------------------------------------------------------ Assets $2,760,628 $2,346,348 $2,660,386 $2,290,928 $2,349,524 Loans receivable, net 1,991,316 1,698,285 1,972,871 1,656,709 1,745,639 Mortgage-backed securities 419,888 205,737 316,139 216,387 193,510 Investments 159,697 272,290 181,813 259,937 229,660 Deposits 2,196,940 1,727,755 2,099,292 1,689,559 1,752,316 Borrowed funds 334,483 378,010 337,382 376,510 372,000 Stockholders' equity 175,042 181,319 173,023 180,635 177,009 SELECTED RATIOS - ------------------------------------------------------------------------------------------------------------------------------------ Return on average assets 0.71% 0.70% 0.76% 0.71% 0.71% Return on average equity 11.27% 9.05% 11.61% 8.98% 9.49% Interest rate spread on average assets for the period 3.33% 3.31% 3.41% 3.32% 3.45% Net yield on average interest earning assets for the period 3.37% 3.40% 3.44% 3.41% 3.51% Net yield on interest earning assets at end of period 3.33% 3.48% 3.33% 3.48% 3.63% Interest rate spread at end of period 3.30% 3.39% 3.30% 3.39% 3.60% Ratio of interest earning assets to interest bearing liabilities at end of period 101.20% 102.95% 101.20% 102.95% 101.01% Ratio of non performing assets to total assets 0.18% 0.24% 0.18% 0.24% 0.27% Ratio of valuation allowances to non performing assets 185.84% 126.86% 185.84% 126.86% 126.21% Ratio of valuation allowances to loans receivable, net 0.48% 0.43% 0.48% 0.43% 0.43% Stockholders' equity as a percentage of assets 6.26% 7.66% 6.26% 7.66% 6.93% PERIOD END (In Thousands) - ------------------------------------------------------------------------------------------------------------------------------------ Total assets $2,833,313 $2,355,600 $2,833,313 $2,355,600 $2,439,397 Interest earning cash and investment securities 136,633 249,278 136,633 249,278 166,286 Mortgage-backed and corporate debt securities 452,093 191,444 452,093 191,444 145,139 Loans receivable, net 2,037,970 1,744,594 2,037,970 1,744,594 1,935,999 Real estate owned and held for investment 232 - 232 - - Loan loss reserve 9,730 7,441 9,730 7,441 8,318 Other assets 53,217 35,882 53,217 35,882 41,528 Borrowed funds 331,505 377,119 331,505 377,119 326,537 Common shares outstanding, net of treasury shares 15,015,197 15,802,206 15,015,197 15,802,206 14,860,327 Stockholders' equity 177,354 180,325 177,354 180,325 169,087 Certain amounts in prior year have been reclassified to conform with the June 30, 2003 presentation. <page> Fidelity Bankshares Inc. Selected Unaudited Operating Data Three Months Ended Six Months Ended June 30, June 30, 2003 2002 2003 2002 ------------------------------------ ------------------------------------ (In Thousands) (In Thousands) Selected Operating Data: Interest income $36,336 $34,303 $71,167 $67,980 Interest expense 14,650 15,784 28,696 31,649 --------------- --------------- --------------- --------------- Net interest income before provision for loan losses 21,686 18,519 42,471 36,331 Provision for loan losses 693 316 1,483 817 --------------- --------------- --------------- --------------- Net interest income after provision for loan losses 20,993 18,203 40,988 35,514 --------------- --------------- --------------- --------------- Other income Fees on deposit accounts 2,202 1,727 4,104 3,345 Fees for other banking services 2,563 2,149 4,857 3,980 Gain on sale of loans 1,054 21 3,613 43 All other income 201 256 457 506 --------------- --------------- --------------- --------------- =-------------- --------------- --------------- --------------- Total other income 6,020 4,153 13,031 7,874 --------------- --------------- --------------- --------------- Operating expense Compensation and benefits 11,304 9,113 22,400 17,608 Occupancy and equipment 3,415 2,840 6,831 5,546 All other operating expense 4,167 3,647 8,315 6,875 --------------- --------------- --------------- --------------- Total operating expense 18,886 15,600 37,546 30,029 --------------- --------------- --------------- --------------- Income before taxes 8,127 6,756 16,473 13,359 Provision for income taxes 3,196 2,655 6,425 5,250 Net income $4,931 $4,101 $10,048 $8,109 =============== =============== =============== =============== Earnings per share: Basic $ .34 $ .27 $ .70 $ .53 =============== =============== =============== =============== =============== =============== =============== =============== Diluted $ .34 $ .27 $ .69 $ .53 =============== =============== =============== =============== Certain amounts in prior year have been reclassified to conform with the June 30, 2003 presentation. <page> Fidelity Bankshares Inc. Selected Unaudited Financial Data June 30, December 31, 2003 2002 -------------------------------------------------------- (In Thousands) Assets Cash and interest earning deposits $ 153,740 $ 129,666 Assets available for sale 487,865 235,018 Loans: Residential mortgage 1,431,790 1,456,483 Commercial mortgage 613,178 459,054 Consumer 160,907 141,343 Commercial business 125,425 146,205 --------------------- --------------------- Gross loans 2,331,300 2,203,085 Less: Loans in process 282,970 260,380 Deferred costs (income) 630 (1,612) Allowance for loan losses 9,730 8,318 --------------------- --------------------- Loans, Net 2,037,970 1,935,999 --------------------- --------------------- --------------------- --------------------- Office properties and equipment 69,588 67,784 FHLB stock 13,645 12,919 REO 232 - All other assets 70,273 58,011 --------------------- --------------------- Total assets $ 2,833,313 $ 2,439,397 ===================== ===================== Liabilities and Equity Liabilities: Deposits: Checking, savings and money market accounts $ 1,535,797 $ 1,130,586 Certificates of deposit 728,168 767,755 --------------------- --------------------- Total deposits 2,263,965 1,898,341 Repurchase agreements 31,557 44,416 Borrowings from FHLB 271,198 253,371 Subordinated debentures 28,750 28,750 All other liabilities 60,489 45,432 --------------------- --------------------- --------------------- --------------------- Total liabilities 2,655,959 2,270,310 --------------------- --------------------- --------------------- --------------------- Stockholders' equity 177,354 169,087 --------------------- --------------------- Total liabilities and equity $ 2,833,313 $ 2,439,397 ===================== ===================== Certain amounts in prior year have been reclassified to conform with the June 30, 2003 presentation. <page> Gain on Sale of Loans For the Periods Ended June 30, 2003 Quarter Ended 'ACCT NBR' 'ACCT NAME' June 30, 2003 March 31, 2003 June 30, 2003 374001010000 PROFIT ON SALE OF LOANS (3,613,828.02) (2,000.00) (3,611,828.02) 374001010210 PROFIT ON SALE OF LOANS - - - 490000010210 LOSS ON LOANS SOLD 709.83 - 709.83 -------------------------------------------------------------- Total (3,613,118.19) (2,000.00) (3,611,118.19)