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): January 20, 2004 Fidelity Bankshares, Inc. (Exact name of registrant as specified in its charter) Delaware 000-29040 65-0717085 - ---------------------- ------------------ ------------------ (State or other jurisdiction (SEC File Number) (I.R.S. Employer of incorporation) Identification No.) 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 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 December 31, 2003 earnings. Item 12. Results of Operations and Financial Condition The Company announced its December 31, 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: January 21, 2004 By: /s/ Vince A. Elhilow ----------------------------------- Vince A. Elhilow Chairman of the Board and Chief Executive Officer EXHIBIT INDEX 99.1 News release dated January 20, 2004 announcing December 31, 2003 earnings. EXHIBIT 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE Fidelity Bankshares 2003 Net Income $17.9 Million, EPS $1.22. Q4 Net Income $3.5 Million, EPS $.23 Assets Reach $3.05 Billion. Deposits $2.46 Billion. - -------------------------------------------------------------------------------- West Palm Beach, FL, January 20, 2004 - Fidelity Bankshares, Inc. (NASDAQ: FFFL) the holding company for Fidelity Federal Bank & Trust, announced today the company's net income for the year ended December 31, 2003 was $17.9 million or $1.24 basic and $1.22 diluted earnings per share of common stock. By comparison, net income for the year ended December 31, 2002 was $16.8 million or $1.12 basic and $1.11 diluted earnings per share of common stock. For the fourth fiscal quarter ended December 31, 2003 net income was $3.5 million or $.24 basic and $.23 diluted earnings per share, compared to $4.5 million or $.31 basic and diluted earnings per share of common stock in the comparable quarter last year. At year-end, assets totaled $3.05 billion while deposits were $2.46 billion. During the fourth quarter, the company sold $85 million of securities bearing a weighted average interest rate of 2.26%, incurring a loss of approximately $2.4 million. The proceeds from those sales were reinvested in an equivalent amount of securities bearing a weighted average interest rate of 3.37%. During the quarter the company also closed a branch in Palm Beach County and consolidated the deposits at a nearby branch. As a result, the company incurred approximately $310,000 in lease termination costs and a write off of leasehold improvements. In the aggregate, these transactions effectively reduced earnings per share for the quarter and the year by $.11 per share. The company's net interest margin, or net yield on earning assets, at December 31, 2003 was 3.30%, an improvement from 2.96% at September 30, 2003. The fourth quarter improvement was attributable to a decline in prepayments on mortgage-backed securities, the December sale of certain low interest yielding investments and the reinvestment of those proceeds into higher yield investments. In December, the company issued $22 million in trust preferred securities in a pooled transaction, of which $20 million of the proceeds were invested in Fidelity Federal Bank & Trust, while the remainder was retained by the company for general corporate purposes. <page> Chairman and CEO Vince Elhilow said, "We reported nearly $18 million in net income in 2003 and continued to increase our deposits and customer base, further strengthening our position as one of the largest Florida-based financial institutions. Our net deposit growth for the year was $561.8 million although certificates of deposit declined by $81.9 million. Core deposits, consisting of checking, savings and money market accounts, now comprise 72.1% of our total deposits with certificates of deposit accounting for the remaining 27.9%. Our vibrant deposit growth underscores both the strength of our growing network of branches as well as the highly professional efforts of our employees in serving the financial needs of the growing communities we serve. The investment of $20 million into the bank in the fourth quarter enables us to continue our franchise expansion in what is certainly one of the most dynamic banking markets in the country." The company's cost of deposits at December 31, 2003 was 1.49%. This compares with 1.93% at December 31, 2002 and 2.50% at December 31, 2001. During 2003, the company's net loans grew by $261.8 million or 13.5%, despite unprecedented levels of loan prepayments. At December 31, 2003, 57.5% of the company's loan portfolio was residential mortgages compared to 65.5% at December 31, 2002. The balance of the company's loan portfolio consists of commercial mortgages, consumer and commercial business loans. In December, the Board of Directors approved payment of a quarterly dividend to stockholders of $.10 per share of the company's common stock. The dividend, payable to stockholders of record as of December 31, 2003, was distributed on January 14, 2004. Fidelity Bankshares, Inc., through its subsidiary Fidelity Federal Bank & Trust, has assets of $3.05 billion and deposits of $2.46 billion. The bank operates in Florida through 41 branches and four loan deposit offices in Palm Beach, Martin, Broward, Indian River 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 Chairman 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 Year Year Ended Ended Ended Ended December 31, December 31, December 31, December 31, 2003 2002 2003 2002 FOR THE PERIOD (In Thousands) - -------------------------------------------------------------------------------------------------------------------------------- Interest income $37,089 $34,935 $143,683 $137,867 Interest expense 14,098 14,492 57,164 61,768 Net interest income 22,991 20,443 86,519 76,099 Chargeoffs 5 269 322 575 Recoveries 1 17 2 60 Gain on sale of loans 429 7 4,159 74 Net income 3,487 4,495 17,921 16,798 PER COMMON SHARE - -------------------------------------------------------------------------------------------------------------------------------- Net income: Basic EPS $0.24 $0.31 $1.24 $1.12 Diluted EPS 0.23 0.31 1.22 1.11 Dividends declared 0.10 0.10 0.40 0.40 Book value 12.29 10.74 12.29 11.38 Stock price: High 32.50 19.35 32.50 22.47 Low 26.32 17.20 17.24 15.60 Close 31.40 17.90 31.40 17.90 AVERAGE FOR THE PERIOD (In Thousands) - -------------------------------------------------------------------------------------------------------------------------------- Assets $2,980,415 $2,432,858 $2,798,378 $2,349,597 Loans receivable, net 2,129,779 1,883,945 2,037,993 1,747,646 Mortgage-backed securities 481,885 158,505 399,898 193,510 Investments 173,099 217,336 174,896 245,997 Deposits 2,410,633 1,852,372 2,235,207 1,752,321 Borrowed funds 335,177 358,215 335,832 372,000 Stockholders' equity 181,333 171,807 176,477 176,955 SELECTED RATIOS - -------------------------------------------------------------------------------------------------------------------------------- Return on average assets 0.47% 0.74% 0.64% 0.71% Return on average equity 7.69% 10.47% 10.15% 9.49% Interest rate spread on average assets for the period 3.27% 3.56% 3.28% 3.40% Net yield on average interest earning assets for the period 3.30% 3.62% 3.31% 3.48% Net yield on interest earning assets at end of period 3.30% 3.63% 3.30% 3.63% Interest rate spread at end of period 3.29% 3.60% 3.29% 3.60% Ratio of interest earning assets to interest bearing liabilities at end of period 100.54% 101.15% 100.54% 101.01% Ratio of non performing assets to total assets 0.32% 0.27% 0.32% 0.27% Ratio of valuation allowances to non performing assets 114.12% 126.21% 114.12% 126.21% Ratio of valuation allowances to loans receivable, net 0.51% 0.43% 0.51% 0.43% Stockholders' equity as a percentage of assets 6.06% 6.93% 6.06% 6.93% PERIOD END (In Thousands) - -------------------------------------------------------------------------------------------------------------------------------- Total assets $3,046,524 $2,439,397 $3,046,524 $2,439,397 Interest earning cash and investment securities 169,850 166,286 169,850 166,286 Mortgage-backed and corporate debt securities 471,228 145,139 471,228 145,139 Loans receivable, net 2,191,696 1,936,370 2,191,696 1,936,370 Real estate owned and held for investment - - - - Loan loss reserve 11,119 8,318 11,119 8,318 All other assets 213,750 191,602 213,750 191,602 Borrowed funds 357,400 326,537 357,400 326,537 Common shares outstanding, net of treasury shares 15,024,648 14,860,327 15,024,648 14,860,327 Stockholders' equity 184,715 169,087 184,715 169,087 Certain amounts in prior year have been reclassified to conform with the December 31, 2003 presentation. <page> Fidelity Bankshares Inc. Selected Unaudited Operating Data Three Months Ended Twelve Months Ended December 31, December 31, 2003 2002 2003 2002 ------------------------------------ -------------------------------------- (In Thousands) (In Thousands) Selected Operating Data: Interest income $37,089 $34,935 $143,683 $137,867 Interest expense 14,098 14,492 57,164 61,768 --------------- --------------- ---------------- ---------------- Net interest income before provision for loan losses 22,991 20,443 86,519 76,099 Provision for loan losses 1,081 710 3,122 1,986 --------------- --------------- ---------------- ---------------- Net interest income after provision for loan losses 21,910 19,733 83,397 74,113 --------------- --------------- ---------------- ---------------- Other income Fees on deposit accounts 3,021 2,056 10,082 7,285 Fees for other banking services 2,375 2,312 9,788 8,487 Gain on sale of loans 429 7 4,159 74 Gain (loss) on sale of investments (2,364) - (2,364) 64 All other income 155 304 851 1,081 --------------- --------------- ---------------- ---------------- --------------- --------------- ---------------- ---------------- Total other income 3,616 4,679 22,516 16,991 --------------- --------------- ---------------- ---------------- Operating expense Compensation and benefits 11,167 9,690 44,802 37,173 Occupancy and equipment 3,943 3,149 14,477 11,649 All other operating expense 4,713 4,241 17,234 14,747 --------------- --------------- ---------------- ---------------- Total operating expense 19,823 17,080 76,513 63,569 --------------- --------------- ---------------- ---------------- Income before taxes 5,703 7,332 29,400 27,535 Provision for income taxes 2,216 2,837 11,479 10,737 Net income $3,487 $4,495 $17,921 $16,798 =============== =============== ================ ================ Earnings per share: Basic $ .24 $ .31 $ 1.24 $ 1.12 =============== =============== ================ ================ =============== =============== ================ ================ Diluted $ .23 $ .31 $ 1.22 $ 1.11 =============== =============== ================ ================ Certain amounts in prior year have been reclassified to conform with the December 31, 2003 presentation. <page> Fidelity Bankshares Inc. Selected Unaudited Financial Data December 31, December 31, 2003 2002 ------------------------------------------------------- (In Thousands) Assets Cash and interest earning deposits $ 109,887 $ 129,666 Assets available for sale 593,959 235,018 Loans: Residential mortgage 1,509,249 1,456,483 Commercial mortgage 753,890 459,426 Consumer 185,450 141,343 Commercial business 131,292 146,205 -------------------- --------------------- Gross loans 2,579,881 2,203,457 Less: Loans in process 374,974 260,381 Deferred costs (income) 2,092 (1,612) Allowance for loan losses 11,119 8,318 -------------------- --------------------- Loans, Net 2,191,696 1,936,370 -------------------- --------------------- -------------------- --------------------- Office properties and equipment 70,663 67,784 FHLB stock 13,322 12,919 REO - - All other assets 66,997 57,640 -------------------- --------------------- Total assets $ 3,046,524 $ 2,439,397 ==================== ===================== Liabilities and Equity Liabilities: Deposits: Checking, savings and money market accounts $ 1,774,222 $ 1,130,586 Certificates of deposit 685,879 767,755 -------------------- --------------------- Total deposits 2,460,101 1,898,341 Repurchase agreements 42,089 44,416 Borrowings from FHLB 264,561 253,371 Subordinated debentures 28,750 28,750 Subordinated debentures II 22,000 - All other liabilities 44,308 45,432 -------------------- --------------------- -------------------- --------------------- Total liabilities 2,861,809 2,270,310 -------------------- --------------------- -------------------- --------------------- Stockholders' equity 184,715 169,087 -------------------- --------------------- Total liabilities and equity $ 3,046,524 $ 2,439,397 ==================== ===================== Certain amounts in prior year have been reclassified to conform with the December 31, 2003 presentation.