U.S. Securities and Exchange Commission
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____________ to ________________
Commission file number 0-22288
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Fidelity Bancorp, Inc.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1705405
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1009 Perry Highway, Pittsburgh, Pennsylvania, 15237
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(Address of principal executive offices)
412-367-3300
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(Issuer's telephone number)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 2,312,845 shares, par value
----------------------------
$0.01, at July 31, 2002
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FIDELITY BANCORP, INC. AND SUBSIDIARIES
Index
Part I - Financial Information Page
------
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Financial Condition as of June 30, 2002 and 1
September 30, 2001
Consolidated Statements of Income for the Three and Nine Months Ended 2
June 30, 2002 and 2001
Consolidated Statements of Cash Flows for the Nine Months Ended 3-4
June 30, 2002 and 2001
Consolidated Statements of Changes in Stockholders' Equity for the Nine Months 5
Ended June 30, 2002 and 2001
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 19
Part II - Other Information
Item l. Legal Proceedings 19
Item 2. Changes in Securities 19
Item 3. Defaults Upon Senior Securities 19
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5. Other Information 20
Item 6. Exhibits and Reports on Form 8-K 20
Signatures 21
Part I - Financial Information
---------------------
Item 1. Financial Statements
FIDELITY BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Financial Condition (Unaudited)
----------------------------------------------------------
(in thousands except share data)
June 30, September 30,
Assets 2002 2001
------ ---------- -----------
Cash and amounts due from depository institutions $ 9,994 $ 7,392
Interest-earning demand deposits with other institutions 458 639
Investment securities held-to-maturity 38,015 19,835
Investment securities available-for-sale 91,225 87,893
Mortgage-backed securities held-to-maturity 38,301 30,675
Mortgage-backed securities available-for-sale 76,241 62,924
Loans receivable, net (Notes 6 and 7) 319,652 318,600
Loans held for sale 1,063 344
Real estate owned, net 598 314
Federal Home Loan Bank stock - at cost 10,120 9,872
Accrued interest receivable, net 3,619 3,433
Office premises and equipment, net 5,651 5,300
Deferred tax asset 1,185 1,221
Goodwill and other intangible assets 2,747 1,863
Prepaid income taxes 310 377
Prepaid expenses and other assets 6,079 4,742
---------- ---------
Total Assets $ 605,258 $ 555,424
=========== =========
Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
Savings and time deposits $ 340,353 $313,501
Federal Home Loan Bank advances 198,940 184,457
Guaranteed preferred beneficial interest in
Company's debentures 10,250 10,250
Securities sold under agreement to repurchase 6,928 4,599
Other borrowings 272 474
Advance deposits by borrowers for
taxes and insurance 3,716 1,320
Accrued interest payable 1,801 1,808
Securities purchased, but not settled 999 2,536
Other accrued expenses and liabilities 1,851 1,193
---------- ---------
Total Liabilities 565,110 520,138
---------- ---------
Stockholders' equity (Notes 4 and 5):
Common stock, $0.01 par value per share,
10,000,000 shares authorized; 2,496,114
and 2,236,623 shares issued, respectively 25 22
Treasury stock, at cost - 183,287 and
261,988 shares (2,358) (3,872)
Additional paid-in capital 15,280 14,789
Retained earnings - substantially restricted 25,405 22,887
Accumulated other comprehensive income (loss),
net of tax 1,796 1,460
---------- ---------
Total Stockholders' Equity 40,148 35,286
---------- ---------
Total Liabilities and Stockholders' Equity $ 605,258 $ 555,424
========== =========
See accompanying notes to consolidated financial statements.
-1-
FIDELITY BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Income (Unaudited)
---------------------------------------------
(in thousands, except per share data)
Three Months Ended Nine Months Ended
June 30, June 30,
------------------ ------------------
2002 2001 2002 2001
------- ------- ------- ------
Interest income:
Loans $5,991 $6,607 $18,148 $20,021
Mortgage-backed securities 1,484 1,262 4,242 4,118
Investment securities 1,671 1,661 4,966 4,801
Deposits with other institutions 7 47 30 71
------ ------ ------- -------
Total interest income 9,153 9,577 27,386 29,011
------ ------ ------- -------
Interest expense:
Savings deposits 2,478 3,311 8,058 9,676
Guaranteed preferred beneficial interest
in subordinated debt 256 256 768 768
Borrowed funds 2,875 3,075 8,677 9,585
------ ----- ------- -------
Total interest expense 5,609 6,642 17,503 20,029
------ ----- ------- -------
Net interest income before provision
for loan losses 3,544 2,935 9,883 8,982
Provision for loan losses 100 125 300 325
------ ------ ------- -------
Net interest income after provision
for loan losses 3,444 2,810 9,583 8,657
------ ------ ------- -------
Other income:
Loan service charges and fees 93 74 294 201
Gain(loss) on sale of investment and
mortgage-backed securities, net (29) 96 61 126
Gain on sale of loans 37 35 233 39
Deposit service charges and fees 273 178 628 494
Other operating income 255 250 768 691
------ ------ ------- -------
Total other income 629 633 1,984 1,551
------ ------ ------- -------
Operating expenses:
Compensation and employee benefits 1,513 1,397 4,507 4,014
Occupancy and equipment expense 229 226 645 685
Depreciation and amortization 153 158 454 473
Federal insurance premiums 17 14 46 44
Loss on real estate owned, net 12 14 47 15
Intangible amortization 33 31 114 88
Other operating expenses 561 512 1,674 1,500
------ ------ ------- -------
Total operating expenses 2,518 2,352 7,487 6,819
------ ------ ------- -------
Income before income tax provision 1,555 1,091 4,080 3,389
Income tax provision 342 240 808 746
------ ------ ------- -------
Net income $1,213 $ 851 $ 3,272 $ 2,643
====== ====== ======= =======
Basic earnings per common share (Note 4) $ .53 $ .38 $ 1.46 $ 1.18
====== ====== ======= =======
Diluted earnings per common share (Note 4) $ .51 $ .37 $ 1.41 $ 1.15
====== ====== ======= =======
Dividends per common share $ .12 $ .091 $ .36 $ .265
====== ====== ======= =======
See accompanying notes to consolidated financial statements.
-2-
FIDELITY BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Nine Months Ended June 30,
2002 2001
--------- --------
Operating Activities:
- --------------------
Net income $ 3,272 $ 2,643
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 300 325
(Gain) loss on real estate owned 47 15
Depreciation of premises and equipment 454 473
Deferred loan fee amortization (226) (197)
Amortization of investment and mortgage-backed securities
discounts/premiums, net 254 26
Amortization of intangibles 114 88
Net (gain) loss on sale of investment securities (89) (119)
Net (gain) loss on sale of mortgage-backed securities 28 (7)
Net (gain) loss on sale of loans (233) (39)
Origination of loans held-for-sale (14,593) (6,994)
Proceeds from sale of loans held-for-sale 14,094 4,466
(Increase) decrease in interest receivable (45) (258)
(Increase) decrease in prepaid income taxes 67 (547)
Increase (decrease) in interest payable (112) (317)
Other changes, net (1,293) (195)
--------- --------
Net cash provided (used) by operating activities 2,039 (637)
--------- --------
Investing Activities:
Proceeds from sales of investment securities available-for-sale 12,626 3,885
Proceeds from maturities and principal repayments of
Investment securities available-for-sale 9,990 3,736
Purchases of investment securities available-for-sale (22,546) (23,945)
Proceeds from sales of mortgage-backed securities available-for-sale 2,691 11,654
Proceeds from maturities and principal repayments of mortgage-
backed securities available-for-sale 14,927 9,726
Purchases of mortgage-backed securities available-for-sale (31,897) (2,002)
Proceeds from maturities and principal repayments of investment
securities held-to-maturity 1,000 --
Purchases of investment securities held-to-maturity (17,538) (9,361)
Purchases of mortgage-backed securities held-to-maturity (22,189) (18,824)
Recission of purchase of mortgage-backed securities held-to-maturity (Note 5) 2,516 --
Proceeds from principal repayments of mortgage-backed
securities held-to-maturity 11,959 3,812
Acquisition of Carnegie Financial Corporation, net (Note 9) 140 --
Net (increase) decrease in loans 19,797 6,794
Proceeds from sale of other loans 733 775
Net redemptions of FHLB stock 3 1,001
Additions to office premises and equipment (620) (84)
--------- --------
Net cash provided (used) by investing activities (18,408) (12,833)
--------- --------
Continued on page 4.
-3-
FIDELITY BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited) (Cont'd.)
(in thousands)
Nine Months Ended June 30,
2002 2001
--------- --------
Financing Activities:
- --------------------
Net increase (decrease) in savings and time deposits 5,851 22,494
Increase (decrease) in reverse repurchase agreements and
other borrowings 2,126 1,299
Net increase (decrease) in FHLB advances 9,332 (8,300)
Increase in advance payments by borrowers for
taxes and insurance 2,087 2,360
Cash dividends paid (753) (625)
Stock options exercised 326 101
Proceeds from sale of stock 54 43
Purchase of treasury stock (233) (1,291)
--------- --------
Net cash provided (used) by financing activities 18,790 16,081
--------- --------
Increase (decrease) in cash and cash equivalents 2,421 2,611
Cash and cash equivalents at beginning of period 8,031 8,191
--------- --------
Cash and cash equivalents at end of period
$ 10,452 $ 10,802
========= ========
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Interest on deposits and other borrowings $ 17,510 $ 20,347
Income taxes $ 625 $ 1,563
--------- --------
Transfer of loans to real estate owned $ 777 $ 550
--------- --------
The Company purchased all of the common stock of Carnegie
Financial Corporation for $3.2 million. In conjunction
with the acquisition, the assets acquired and liabilities
assumed were as follows:
Fair value of assets acquired $ 29,433 $ --
Fair value of liabilities assumed $ (27,199) $ --
Common stock issued in exchange for Carnegie
Financial Corporation stock $ (1,666) $ --
Cash paid for Carnegie Financial Corporation stock $ (1,567) $ --
--------- --------
Cash paid and liabilities assumed in excess of assets acquired $ (999) $ --
--------- --------
See accompanying notes to consolidated financial statements.
-4-
FIDELITY BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
(in thousands)
Accumulated
Other
Additional Comprehensive
Common Paid-In Treasury Retained Income (Loss)
Stock Capital Stock Earnings Net of Tax Total
===================================== ====== ========== ======== ========= ============== ===========
Balance at September 30, 2000 $ 22 $ 14,524 $(1,680) $ 20,106 $ (3,385) $29,587
Comprehensive income:
Net income 2,643 2,643
Other comprehensive income,
net of tax of $1,805 3,503 3,503
Reclassification adjustment,
Net of tax of $(43) (83) (83)
----- -------- ------- -------- -------- -------
Total comprehensive income -- -- -- 2,643 3,420 6,063
Cash dividends paid (625) (625)
Treasury stock purchased -
90,596 shares (1,291) (1,291)
Contribution of stock to ESOP -
8,140 shares 94 (1) 93
Sale of stock through Dividend
Reinvestment Plan 43 43
Stock options exercised 101 101
----- -------- ------- -------- -------- -------
Balance at June 30, 2001 $ 22 $ 14,688 $(2,877) $ 22,123 $ 35 $33,971
===== ======== ======= ======== ======== =======
Balance at September 30, 2001 $ 22 $ 14,789 $(3,872) $ 22,887 $ 1,460 $35,286
Comprehensive income:
Net income 3,272 3,272
Other comprehensive income,
net of tax of $194 377 377
Reclassification adjustment,
Net of tax of ($31) (41) (41)
----- -------- ------- -------- -------- -------
Total comprehensive income -- -- -- 3,272 336 3,608
Acquisition of Carnegie 105 1,561 1,666
Stock dividend paid 2 (2) --
Cash dividends paid (754) (754)
Treasury stock purchased -
15,000 shares (233) (233)
Contribution of stock to ESOP -
12,000 shares 9 186 195
Sale of stock through Dividend
Reinvestment Plan 54 54
Stock options exercised 1 326 326
----- -------- ------- -------- -------- -------
Balance at June 30, 2002 $ 25 $ 15,280 $(2,358) $ 25,405 $ 1,796 $40,148
===== ======== ======== ======== ======== =======
-5-
FIDELITY BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements - (Unaudited)
September 30, 2001 and June 30, 2002
(1) Consolidation
-------------
The consolidated financial statements contained herein for Fidelity Bancorp,
Inc. (the "Company") include the accounts of Fidelity Bancorp, Inc. and its
wholly-owned subsidiaries, Fidelity Bank, PaSB (the "Bank") and FB Capital Trust
(the "Trust"). All significant inter-company balances and transactions have been
eliminated.
(2) Basis of Presentation
---------------------
The accompanying consolidated financial statements were prepared in accordance
with instructions to Form 10-Q, and therefore, do not include information or
footnotes necessary for a complete presentation of financial position, results
of operations and cash flows in conformity with generally accepted accounting
principles. However, all normal recurring adjustments, which, in the opinion of
management, are necessary for a fair presentation of the financial statements,
have been included. These financial statements should be read in conjunction
with the audited financial statements and the accompanying notes thereto
included in the Company's Annual Report for the fiscal year ended September 30,
2001. The results for the three and nine month periods ended June 30, 2002 are
not necessarily indicative of the results that may be expected for the fiscal
year ending September 30, 2002 or any future interim period.
(3) New Accounting Standards
------------------------
In July 2001, the Financial Accounting Standards Board issued Statement No. 141,
"Business Combinations", and Statement No. 142, "Goodwill and Other Intangible
Assets".
Statement No. 141 requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001. Statement No. 141 also
specifies certain criteria intangible assets acquired in a purchase method
business combination must meet to be recognized and reported apart from
goodwill, noting that any purchase price allocable to an assembled workforce may
not be accounted for separately.
Statement No. 142 will require that goodwill and intangible assets with
indefinite useful lives no longer need to be amortized, but instead tested for
impairment at least annually in accordance with the provisions of Statement No.
142. Statement No. 142 will also require that intangible assets with definite
useful lives be amortized over their respective estimated useful lives to their
estimated residual value, and reviewed for impairment in accordance with SFAS
No. 121, "Accounting for Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." Upon adoption, the Company expects to no longer
amortize goodwill, but will test goodwill for impairment prospectively.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. SFAS No. 144
supersedes SFAS No. 121, "Accounting for Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," however, it retains many of the
fundamental provisions of that Statement. SFAS No. 144 is effective for fiscal
years beginning after December 15, 2001. The adoption of SFAS No. 144 is not
expected to have a material effect on the financial condition or results of
operations of the Company.
-6-
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections".
The provisions of this statement related to the rescission of SFAS No. 4 are
effective for fiscal years beginning after May 15, 2002. Management has not
determined the impact of applying these provisions. Certain provisions of the
statement relating to SFAS No. 13 are effective for transactions occurring after
May 15, 2002. All other provisions of the statement are effective for financial
statements issued on or after May 15, 2002. These provisions had no impact on
the Company's financial statements.
(4) Earnings Per Share
------------------
Basic EPS excludes dilution and is computed by dividing income available to
common stockholders by the weighted average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the Company. All weighted average share and per share amounts
reflect the 10% stock dividends paid on November 28, 2000 and May 28, 2002. The
following table sets forth the computation of basic and diluted earnings per
share (amounts in thousands, except per share data):
Three Months Nine Months
Ended June 30, Ended June 30,
--------------------- -------------------
2002 2001 2002 2001
--------- ------- -------- --------
Numerator:
Net Income $ 1,213 $ 851 $3,272 $2,643
------- ----- ------ ------
Numerator for basic and diluted
earnings per share $ 1,213 $ 851 $3,272 $2,643
------- ----- ------ ------
Denominator:
Denominator for basic earnings per 2,304 2,266 2,238 2,248
share - weighted average shares
Effect of dilutive securities:
Employee stock options 82 52 79 52
------- ----- ------ ------
Denominator for diluted earnings per share -
weighted average
Shares and assumed conversions 2,386 2,318 2,317 2,300
------- ------ ------ ------
Basic earnings per share $ .53 $ .38 $1.46 $1.18
------ ------ ----- -----
Diluted earnings per share $ .51 $ .37 $1.41 $1.15
------ ------ ----- -----
-7-
(5) Securities
----------
The Company accounts for investments in debt and equity securities in accordance
with SFAS No. 115, which requires that investments be classified as either: (1)
Securities Held-to- Maturity - reported at amortized cost, (2) Trading
Securities - reported at fair value, or (3) Securities Available-for-Sale -
reported at fair value. Unrealized gains and losses for securities
available-for-sale are reported as accumulated other comprehensive income (loss)
in stockholders' equity. Unrealized gains of $1.8 million, net of tax, on
investments classified as available-for-sale are recorded at June 30, 2002. The
Company had no securities classified as trading as of June 30, 2002 and
September 30, 2001.
During the quarter ended December 31, 2001, $2.5 million of mortgage-backed
securities classified by the Company as held-to-maturity were repurchased by the
selling dealer due to misrepresentations by the selling dealer as to the risk
characteristics and structure of the securities. The Company did not anticipate
this event and believes this was an isolated, nonrecurring, and unusual
circumstance. The securities were repurchased by the dealer at the Company's
original cost, thus no gain or loss was recorded.
(6) Loans Receivable
----------------
Loans receivable are comprised of the following (dollar amounts in thousands):
June 30, September 30,
2002 2001
---------- -------------
First mortgage loans:
Conventional:
1-4 family dwellings $177,788 $189,626
Multi-family dwellings 7,445 6,400
Commercial 28,289 23,775
Construction:
Residential 9,923 4,577
Commercial 4,368 4,706
----- -----
227,813 229,084
------- -------
Less:
Loans in process (6,652) (6,341)
Unearned discounts and fees (1,390) (1,831)
------- -------
219,771 220,912
------- -------
Installment loans:
Home equity 59,312 64,208
Consumer loans 1,449 1,594
Other 1,974 1,923
----- -----
62,735 67,725
------ ------
Commercial business loans and leases:
Commercial business loans 35,978 27,793
Commercial leases 4,302 5,041
----- -----
40,280 32,834
------ ------
Less: Allowance for loan losses (3,134) (2,871)
------- -------
Loans receivable, net $319,652 $318,600
-------- --------
-8-
(7) Allowance for Loan Losses
-------------------------
Changes in the allowance for loan losses for the nine months ended June 30, 2002
and the fiscal year ended September 30, 2001 are as follows (dollar amounts in
thousands):
June 30, September 30,
--------- -------------
2002 2001
-------- -------
Balance at beginning of period $2,871 $2,910
Allowance for loan losses of Carnegie Savings Bank 204 --
Provision for loan losses 300 475
Charge-offs (423) (645)
Recoveries 182 131
------- -------
Balance at end of period $3,134 $2,871
------- ------
The provision for loan losses charged to expense is based upon past loan and
loss experience and an evaluation of probable losses in the current loan
portfolio, including the evaluation of impaired loans under SFAS Nos. 114 and
118. A loan is considered to be impaired when, based upon current information
and events, it is probable that the Bank will be unable to collect all amounts
due according to the contractual terms of the loan. An insignificant shortfall
in payments does not necessarily result in a loan being identified as impaired.
For this purpose, delays less than 90 days are considered to be insignificant.
Impairment losses are included in the provision for loan losses. SFAS Nos. 114
and 118 do not apply to large groups of smaller balance, homogeneous loans that
are collectively evaluated for impairment, except for those loans restructured
under a troubled debt restructuring. Loans collectively evaluated for impairment
include consumer loans and residential real estate loans, and are not included
in the following data.
At June 30, 2002, the recorded investment in loans that are considered to be
impaired under SFAS No. 114 was $1.3 million compared to $407,000 at June 30,
2001. Included in the current amount is $580,000 of impaired loans for which the
related allowance for loan losses is $87,000, and $749,000 of impaired loans
that as a result of write-downs do not have an allowance for loan losses. The
average recorded investment in impaired loans during the nine months ended June
30, 2002 was $1.7 million compared to $446,000 for the same period in the prior
year. For the nine months ended June 30, 2002, as well as June 30, 2001, the
Company recognized no interest income on those impaired loans using the cash
basis of income recognition.
-9-
(8) Comprehensive Income
--------------------
Total comprehensive income amounted to the following for the three and
nine-month periods ended June 30 (dollar amounts in thousands):
Three Months Ended Nine Months Ended
June 30, June 30,
2002 2001 2002 2001
----------- ----------- ----------- -----------
Net Income $ 1,213 $ 851 $ 3,272 $ 2,643
Change in unrealized gains (losses) on investment
securities and mortgage-backed securities available
for sale, net of taxes
$ 1,923 $ (397) $ 336 $ 3,420
------- ------- ------- -------
Comprehensive income (loss) $ 3,136 $ 454 $ 3,608 $ 6,063
======= ======= ======= =======
(9) Acquisition
-----------
The acquisition of Carnegie Financial Corporation ("Carnegie") was completed on
February 22, 2002. The acquisition was accounted for under the purchase method
of accounting and, accordingly, the results of operations of Carnegie have been
included in the Company's consolidated financial statements from February 22,
2002. The Company acquired loans with a fair market value of approximately $21.9
million and deposits with a fair market value of approximately $21.0 million in
the transaction. Goodwill and other core deposit intangibles arising from the
transaction were approximately $1.0 million.
(10) Subsequent Event
----------------
On July 12, 2002, the Company and First Pennsylvania Savings Association ("First
Pennsylvania) jointly announced the signing of an Agreement and Plan of Merger
Conversion, whereby First Pennsylvania will merge with and into Fidelity Bank.
Pursuant to the Agreement, First Pennsylvania will convert to a
Pennsylvania-chartered stock savings institution and simultaneously merge with
and into Fidelity Bank. Upon completion of the merger, Fidelity Bank will
acquire all of the assets and assume all of the liabilities of First
Pennsylvania. Additionally, all deposit accounts of First Pennsylvania shall
become deposit accounts of Fidelity Bank without changing the respective terms,
minimum required balances, or withdrawal value. The Agreement is subject to
regulatory approval but is not subject to approval by First Pennsylvania's
depositors or the stockholders of Fidelity Bancorp. At June 30, 2002, First
Pennsylvania had total assets and equity of $26.7 million and $1.6 million,
respectively. The merger is expected to be consummated during the first quarter
of fiscal 2003.
-10-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FIDELITY BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Private Securities Litigation Reform Act of 1995 contains safe harbor
provisions regarding forward-looking statements. When used in this discussion,
the words "believes," "anticipates," "contemplates," "expects," and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties which could cause actual results
to differ materially from those projected. Those risks and uncertainties include
changes in interest rates, risks associated with the effect of integrating newly
acquired businesses, the ability to control costs and expenses, and general
economic conditions.
Fidelity Bancorp, Inc.'s (the "Company") business is conducted principally
through Fidelity Bank (the "Bank"). All references to the Company refer
collectively to the Company and the Bank, unless the context indicates
otherwise.
Overview
- --------
On February 22, 2002, the Company completed it acquisition of Carnegie Financial
Corporation ("Carnegie"). See Note 9 to the Consolidated Financial Statements.
Additionally, on July 12, 2002, the Company and First Pennsylvania Savings
Association ("First Pennsylvania") jointly announced the signing of an Agreement
and Plan of Merger conversion, whereby First Pennsylvania will merge with and
into the Bank. The merger is expected to be consummated during the first quarter
of fiscal 2003. See Note 10 to Consolidated Financial Statements.
On July 30, 2002 the President signed into law the Sarbanes-Oxley Act of 2002
(the "Act"), following an investigative order proposed by the SEC on chief
financial officers and chief executive officers of 947 large public companies on
June 27, 2002. Additional regulations are expected to be promulgated by the SEC.
As a result of the accounting restatements by large public companies, the
passage of the Act and regulations expected to be implemented by the SEC,
publicly-registered companies, such as the Company, will be subject to
additional reporting regulations and disclosure. These new regulations, which
are intended to curtail corporate fraud, will require certain officers to
personally certify certain SEC filings and financial statements and may require
additional measures to be taken by our outside auditors, officers and directors.
The loss of investor confidence in the stock market and the new laws and
regulations will increase non-interest expenses of the Company and could
adversely affect the prices of publicly-traded stocks, such as the Company.
Comparison of Financial Condition
- ---------------------------------
Total assets of the Company at June 30, 2002 and September 30, 2001 were $605.3
million and $555.4 million including total securities and mortgage-backed
securities of $243.8 million and $201.3 million and net loans of $319.7 million
and $318.6 million, respectively. At March 31, 2002, total assets were $592.4
million, including total securities and mortgage-backed securities of $221.6
million and net loans of $322.8 million. Total savings and time deposits at June
30, 2002 and September 30, 2001 were $340.4 million and $313.5 million, and
Federal Home Loan Bank ("FHLB") Advances of $198.9 million and $184.5 million,
respectively. Total savings and time deposits at March 31, 2002 were $340.2
million and FHLB advances were $189.7 million.
-11-
Total assets increased $49.8 million, or 9.0%, to $605.3 million at June 30,
2002 from September 30, 2001. The overall increase is primarily due to increases
in investment securities held-to-maturity of $18.2 million, mortgage-backed
securities available-for-sale of $13.3 million, and mortgage-backed securities
held-to-maturity of $7.6 million. Net loans remained relatively constant for
both periods due to the Company's initiation of a program in fiscal 2001 to sell
a portion of first mortgage loans originated in the secondary market. See
"Interest Income".
Total liabilities increased $45.0 million, or 8.7%, to $565.1 million at June
30, 2002 from $520.1 million at September 30, 2001. The increase reflects a
$26.9 million increase in savings and time deposits, of which $21.0 million were
assumed in connection with the acquisition of Carnegie during the 2002 second
quarter. Additionally, FHLB advances increased $14.5 million which were used to
fund asset growth.
Stockholders' equity increased $4.8 million or 13.6% to $40.1 million at June
30, 2002, compared to $35.3 million at September 30, 2001. This result reflects
net income for the nine month period ended June 30, 2002 of $3.3 million, $1.7
million of stock issued during the acquisition of Carnegie, stock options
exercised of $326,000, stock issued under the Dividend Reinvestment Plan of
$54,000, and stock contributed to the Employee Stock Ownership Plan of $195,000,
and an increase of accumulated other comprehensive income of $336,000.
Offsetting these increases were common stock cash dividends paid of $754,000 and
the purchase of treasury stock at cost for $233,000. Accumulated other
comprehensive income increased from September 30, 2001 as a result of changes in
the net unrealized gains on the available-for-sale securities due to the
fluctuations in interest rates as well as a decrease in unrealized gains
realized upon the sale of available-for-sale securities during the current
period. Because of interest rate volatility, the Company's accumulated other
comprehensive income (loss) could materially fluctuate for each interim and
year-end period.
Non-Performing Assets
- ---------------------
The following table sets forth information regarding non-accrual loans and real
estate owned by the Company at the dates indicated. The Company did not have any
accruing loans which were 90 days or more overdue or any loans which were
classified as troubled debt restructuring during the periods presented (dollar
amounts in thousands).
June 30, September 30,
2002 2001
---------- -------------
Non-accrual residential real estate loans
(one-to-four family) $ 625 $ 110
Non-accrual construction, multi family
Residential and commercial real estate loans 221 814
Non-accrual installment loans 169 242
Non-accrual commercial business loans 1,107 1,182
------ ------
Total non-performing loans $2,122 $2,348
====== ======
Total non-performing loans as a percent of
net loans receivable .66% .71%
==== ====
Total real estate owned $598 $314
==== ====
Total non-performing loans and real estate
Owned as a percent of total assets .45% .48%
==== ====
-12-
Included in non-performing loans at June 30, 2002 are nine single-family
residential real estate loans totaling $625,000, two commercial real estate
loans totaling $221,000, 14 home equity and installment loans totaling $169,000,
and ten commercial business loans totaling $1.1 million.
Non-accrual construction, multi-family residential and commercial real estate
loans totaled $221,000 at June 30, 2002, compared to $814,000 at September 30,
2001, a decrease of $593,000. The decrease is primarily attributed to four
commercial real estate loans totaling $642,000 being transferred to real estate
owned during the nine-month period ending June 30, 2002. Upon the transfer to
real estate owned, approximately $66,000 was charged off through the allowance
for loan losses. These loans were previously non-performing and were foreclosed
upon due to the borrowers filing bankruptcy.
At June 30, 2002, the Company had an allowance for loan losses of $3.1 million
or .98% of net loans receivable, as compared to an allowance of $2.9 million or
..90% of net loans receivable at September 30, 2001. The allowance for loan
losses equals 147.7% of non-performing loans at June 30, 2002 compared to 122.3%
at September 30, 2001.
Management has evaluated its entire loan portfolio, including these
non-performing loans, and the overall allowance for loan losses and is satisfied
that the allowance for losses on loans at June 30, 2002 is appropriate. See also
"Provision for Loan Losses."
-13-
Comparison of Results of Operations
-----------------------------------
for the Three and Nine Months Ended June 30, 2002 and 2001
----------------------------------------------------------
Net Income
- ----------
Net income for the three months ended June 30, 2002 was $1.2 million compared to
$851,000 for the same period in 2001, an increase of $362,000 or 42.5 %. The
increase reflects an increase in net interest income of $609,000 or 20.8%, a
decrease in the provision for loan losses of $25,000 or 20.0%. Partially
offsetting these factors was a decrease in other income of 4,000, or .6%, an
increase in other operating expenses of $166,000 or 7.1%, and an increase in the
provision for income taxes of $102,000 or 42.5%.
Net income for the nine months ended June 30, 2002 was $3.3 million compared to
$2.6 million for the same period in 2001, an increase of $629,000 or 23.8%. The
increase reflects an increase in net interest income of $901,000 or 10.0%, a
decrease in the provision for loan losses of $25,000 or 7.7%, and an increase in
other income of $433,000 or 27.9%. Partially offsetting these factors was an
increase in other operating expenses of $668,000 or 9.8% and an increase in the
provision for income taxes of $62,000 or 8.3%.
Interest Rate Spread
- --------------------
The Company's interest rate spread, the difference between yields calculated on
a tax-equivalent basis on interest-earning assets and the cost of funds,
increased to 2.54% in the three months ended June 30, 2002 from 2.21% in the
same period in 2001. The following table shows the average yields earned on the
Bank's interest-earning assets and the average rates paid on its
interest-bearing liabilities for the periods indicated, the resulting interest
rate spreads, and the net yields on interest-earning assets.
Three Months Ended
June 30,
2002 2001
---- ----
Average yield on:
Mortgage loans 7.32% 7.64%
Mortgage-backed securities 5.44 6.19
Installment loans 7.61 8.13
Commercial business loans and leases 7.32 8.58
Interest-earning deposits with other
institutions, investment securities, and
FHLB stock (1) 5.68 6.64
---- ----
Total interest-earning assets 6.60 7.33
---- ----
Average rates paid on:
Savings deposits 2.93 4.29
Borrowed funds 5.60 6.15
---- ----
Total interest-bearing liabilities 4.06 5.12
---- ----
Average interest rate spread 2.54% 2.21%
==== ====
Net yield on interest-earning assets 2.67% 2.37%
==== ====
(1) Interest income on tax-free investments has been adjusted for federal
income tax purposes using a rate of 34%
-14-
The Bank's tax-equivalent interest rate spread increased to 2.43% in the nine
months ended June 30, 2002 from 2.27% in the same period in fiscal 2001. The
following table shows the average yields earned on the Bank's interest-earning
assets and the average rates paid on its interest-bearing liabilities for the
periods indicated, the resulting interest rate spreads, and the net yields on
interest-earning assets.
Nine Months Ended June 30,
2002 2001
---- ----
Average yield on:
Mortgage loans 7.42% 7.60%
Mortgage-backed securities 5.61 6.57
Installment loans 7.70 8.21
Commercial business loans and leases 7.64 9.01
Interest -earning deposits with other
institutions, investment securities, and
FHLB stock (1) 5.91 6.89
---- ----
Total interest-earning assets 6.78 7.46
---- ----
Average rates paid on:
Savings deposits 3.30 4.30
Borrowed funds 5.78 6.27
---- ----
Total interest-bearing liabilities 4.35 5.19
---- ----
Average interest rate spread 2.43% 2.27%
==== ====
Net yield on interest-earning assets 2.58% 2.42%
==== ====
(1) Interest income on tax-free investments has been adjusted for federal
income tax purposes using a rate of 34%
Interest Income
- ---------------
Interest on loans decreased $616,000 or 9.3% to $6.0 million for the three
months ended June 30, 2002, compared to the same period in 2001. The decrease
reflects a decrease in the average loan balance outstanding during 2002 as well
as a decrease in the net yield earned on the loan portfolio. Interest on loans
decreased $1.9 million or 9.4% to $18.1 million for the nine months ended June
30, 2002, compared to the same period in fiscal 2001. The decrease is
attributable to a decrease in the average loan balance outstanding during the
2002 period as well as a decrease in the net yield earned on these assets in the
fiscal 2002 period as compared to the same period in fiscal 2001. The Company
acquired $21.9 million in net loans with the purchase of Carnegie and the
Company originated $81.6 million in new loans, however, these increases in loans
were offset by $86.7 million of loan prepayments and $14.6 million in loan
sales, thus accounting for the decrease in the average loan balance outstanding
for the 2002 periods. Higher levels of principal repayments have been
experienced due to the lower interest rate environment during the current fiscal
period. In addition, the current fiscal period reflects the sale of
approximately $13.9 million of fixed rate, single family mortgage loans,
compared to $4.3 million of similar loan sales during the prior fiscal period.
-15-
Interest on mortgage-backed securities increased $222,000 or 17.6% to $1.5
million and $124,000 or 3.0% to $4.2 million for the three and nine months ended
June 30, 2002, respectively, as compared to the same periods in 2001. The
increase for both the three and nine month periods ended June 30, 2002, reflects
an increase in the average balance of mortgage-backed securities owned in the
period, partially offset by a decrease in the average yield earned on the
portfolio. The fair market value of mortgage-backed securities acquired from
Carnegie was approximately $811,000, however, the Company sold $746,000 of the
securities during the same period, thus the acquisition did not have a material
impact on interest on mortgage-backed securities during the fiscal 2002 periods.
Interest on interest-earning deposits with other institutions and investment
securities decreased $30,000 or 1.8% to $1.7 million and increased $124,000 or
2.5% to $5.0 million for the three and nine-month periods ended June 30, 2002,
respectively, as compared to the same period in 2001. The decrease for the
three-month period ended June 30, 2002, reflects a decrease in the yield earned
on these investments partially offset by an increase in the average balance in
the portfolio. The increase for the nine-month period ended June 30, 2002,
reflects an increase in the average balance in the portfolio partially offset by
a decrease in the yield earned on these investments. Interest-earning deposits
of $1.6 million and investment securities of $2.0, net of sales, were acquired
with the purchase of Carnegie, thus contributing to the increase in the average
balance in the portfolio during the 2002 periods.
Interest Expense
- ----------------
Interest on savings and time deposits decreased $833,000 or 25.2% to $2.5
million and decreased $1.6 million or 16.7% to $8.1 million for the three and
nine-month periods ended June 30, 2002, respectively, as compared to the same
periods in fiscal 2001. The decrease for both the three and nine month periods
in fiscal 2002 as compared to fiscal 2001 reflects a decrease in the average
cost of the deposits, partially offset by an increase in the average balance of
savings deposits. The increase in the average balance of deposits also reflects
the approximately $21.0 million of deposits assumed from the new Carnegie
branch.
Interest on borrowed funds decreased $200,000 or 6.5% to $2.9 million and
$908,000 or 9.5% to $8.7 million for the three and nine-month periods ended June
30, 2002, respectively, as compared to the same periods in fiscal 2001. The
decrease for the three month period in fiscal 2002 as compared to fiscal 2001
reflects a decrease in the cost of Federal Home Loan Bank ("FHLB") advances and
reverse repurchase agreements, partially offset by an increase in the average
balance of advances outstanding during the fiscal 2002 period. The decrease for
the nine month period in fiscal 2002 as compared to fiscal 2001 reflects a
decrease in the cost of Federal Home Loan Bank ("FHLB") advances and reverse
repurchase agreements, as well as a decrease in the balance of these borrowings
outstanding during the fiscal 2002 period. The Company continues to rely on
these advances and repurchase agreements as cost effective wholesale funding
sources.
Net Interest Income Before Provision for Loan Losses
- ----------------------------------------------------
The Company's net interest income before provision for loan losses increased
$609,000 or 20.8% to $3.5 million and increased $901,000 or 10.0% to $9.9
million for the three and nine-month periods ended June 30, 2002, respectively,
as compared to the same periods in fiscal 2001. The increase for both the three
and nine month periods in fiscal 2002 is attributable to an increase in net
interest-earning assets, as well as an increased interest rate spread.
-16-
Provision for Loan Losses
- -------------------------
The provision for loan losses decreased $25,000 to $100,000, and $25,000 to
$300,000 for the three and nine month periods ended June 30, 2002, respectively,
as compared to the same periods in fiscal 2001. At June 30, 2002, the allowance
for loan losses increased $263,000 to $3.1 million from $2.9 million at
September 30, 2001. Net loan charge-offs were $46,000 and $320,000 for the three
months ended June 30, 2002 and 2001, respectively. Net loan charge-offs were
$241,000 and $514,000 for the nine months ended June 30, 2002 and 2001,
respectively.
The provision for loan losses is charged to operations to bring the total
allowance for loan losses to a level that represents management's best estimates
of the losses inherent in the portfolio based on a monthly review by management
of factors such as historical experience, volume, type of lending conducted by
the Bank, industry standards, the level and status of past due and
non-performing loans, the general economic conditions in the Bank's lending
area, and other factors affecting the collectibility of the loans in its
portfolio.
The allowance for loan losses is maintained at a level that represents
management's best estimates of losses in the loan portfolio at the balance sheet
date. However, there can be no assurance that the allowance for losses will be
adequate to cover losses which may be realized in the future and that additional
provisions for losses will not be required.
Other Income
- ------------
Total non-interest or other income decreased $4,000 or .6% to $629,000 and
increased $433,000 or 27.9% to $2.0 million for the three and nine-month periods
ended June 30, 2002, respectively, as compared to the same periods in fiscal
2001. The increase for the nine-month period primarily relates to increased loan
and deposit account service charges, as well as increased gains on the sale of
loans.
Loan service charges and fees, which includes late charges on loans and other
miscellaneous loan fees, increased $19,000 or 25.7% to $93,000 and increased
$93,000 or 46.3% to $294,000 for the three and nine month periods ended June 30,
2002, respectively, as compared to the same periods in fiscal 2001. The increase
for both periods is primarily attributed to an increase in the late charges on
loans and an increase in the collection of title insurance fees on mortgages
originated.
Loss on the sale of investment and mortgage-backed securities was $29,000 for
the three month period ended June 30, 2002, as compared to a gain of $96,000 in
the same period in 2001. The gain on the sale of investment and mortgage-backed
securities was $61,000 for the nine month period ended June 30, 2002, as
compared to a gain of $126,000 in the same period in 2001. Such sales were made
from the available-for-sale portfolio as part of management's asset/liability
management strategies.
Gain on the sale of loans was $37,000 and $233,000 for the three and nine month
periods ended June 30, 2002, respectively, as compared to $35,000 and $39,000
for the three and nine month periods in 2001, respectively. The current fiscal
period reflects the sale of approximately $13.9 million of fixed rate, single
family mortgage loans, compared to $4.3 of similar loan sales during the prior
fiscal period.
Deposit service charges and fees increased $95,000 or 53.4% and increased
$134,000 or 27.1% for the three and nine-month periods ended June 30, 2002,
respectively, as compared to the same periods in fiscal 2001. The increase for
both periods is primarily attributed to an increase in the volume of fees
collected for returned checks on deposit accounts.
-17-
Operating Expenses
- ------------------
Total operating expenses for the three and nine-month periods ended June 30,
2002 totaled $2.5 million and $7.5 million, respectively, compared to $2.4
million and $6.8 million, respectively, for the same periods in 2001. The
increase in operating expenses of $166,000 for the current three-month period as
compared to the same period in the previous year is due primarily to an increase
in compensation and benefit expense. When the nine month periods ended June 30,
2002 and 2001 are compared, the increase in operating expenses of $668,000 is
due primarily to an increase in compensation and benefit expense of $493,000,
net loss on real estate owned of $32,000, intangible amortization of $26,000 and
other operating expenses of $174,000. The overall increase in operating expenses
for the current year periods reflects the purchase acquisition of Carnegie in
the 2002 second quarter.
Income Taxes
- ------------
Total income tax expense for the three and nine-month periods ended June 30,
2002 were $342,000 and $808,000, respectively as compared to $240,000 and
$746,000, respectively, for the same 2001 periods. The effective tax rate for
the three-month periods ended June 30, 2002 and 2001 was approximately 22.0% for
both periods. The effective tax rates for the nine-month periods ended June 30,
2002 and 2001 was approximately 19.8% and 22.0%, respectively. The decrease in
the effective tax rate for the current nine-month period is attributed to an
increase in tax-exempt income from the corresponding prior year. Tax expense for
the current year periods are higher than the corresponding prior year periods
primarily due to a higher level of income before taxes.
Capital Requirements
- --------------------
The Federal Reserve Board measures capital adequacy for bank holding companies
on the basis of a risk-based capital framework and a leverage ratio. The
guidelines include the concept of Tier 1 capital and total capital. Tier 1
capital is essentially common equity, excluding net unrealized gain (loss) on
securities available-for-sale and goodwill, plus certain types of preferred
stock, including the Preferred Securities issued by the Trust in 1997. The
Preferred Securities may comprise up to 25% of the Company's Tier 1 capital.
Total capital includes Tier 1 capital and other forms of capital such as the
allowance for loan losses, subject to limitations, and subordinated debt. The
guidelines establish a minimum standard risk-based target ratio of 8%, of which
at least 4% must be in the form of Tier 1 capital. At June 30, 2002, the Company
had Tier 1 capital as a percentage of risk-weighted assets of 13.09% and total
risk-based capital as a percentage of risk-weighted assets of 13.99%.
In addition, the Federal Reserve Board has established minimum leverage ratio
guidelines for bank holding companies. These guidelines currently provide for a
minimum ratio of Tier 1 capital as a percentage of average total assets (the
"Leverage Ratio") of 3% for bank holding companies that meet certain criteria,
including that they maintain the highest regulatory rating. All other bank
holding companies are required to maintain a Leverage Ratio of at least 4% or be
subject to prompt corrective action by the Federal Reserve. At June 30, 2002,
the Company had a Leverage Ratio of 7.97%.
The FDIC has issued regulations that require insured institutions, such as the
Bank, to maintain minimum levels of capital. In general, current regulations
require a leverage ratio of Tier 1 capital to average total assets of not less
than 3% for the most highly rated institutions and an additional 1% to 2% for
all other institutions. At June 30, 2002, the Bank complied with the minimum
leverage ratio having Tier 1 capital of 7.11% of average total assets, as
defined.
The Bank is also required to maintain a ratio of qualifying total capital to
risk-weighted assets and off-balance sheet items of a minimum of 8%. At June 30,
2002, the Bank's total capital to risk-weighted assets ratio calculated under
the FDIC capital requirement was 13.06%.
-18-
Liquidity
- ---------
The Company's primary sources of funds have historically consisted of deposits,
amortization and prepayments of outstanding loans, borrowings from the FHLB of
Pittsburgh and other sources, including sales of securities and, to a limited
extent, loans. At June 30, 2002, the total of approved loan commitments amounted
to $4.5 million. In addition, the Company had $6.7 million of undisbursed loan
funds at that date. The amount of savings certificates which mature during the
next twelve months totals approximately $100.9 million, a substantial portion of
which management believes, on the basis of prior experience as well as its
competitive pricing strategy, will remain in the Company.
Critical Accounting Policies
- ----------------------------
Certain critical accounting policies affect the more significant judgments and
estimates used in the preparation of the consolidated financial statements. The
Company's single most critical accounting policy relates to the Company's
allowance for loan losses, which reflects the estimated losses resulting from
the inability of the Company's borrowers to make required loan payments. If the
financial condition of the Company's borrowers were to deteriorate, resulting in
an impairment of their ability to make payments, the Company's estimates would
be updated, and additional provisions for loan losses may be required. Further
discussion of the estimates used in determining the allowance for loan losses is
contained in the discussion on "Provision for Loan Losses" on page 16 herein and
page 44 of the Company's 2001 Annual Report to Shareholders.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in information regarding
quantitative and qualitative disclosures about market risk at June 30,
2002 from the information presented under the caption, Management's
Discussion and Analysis of Financial Condition and Results of
Operations - Asset and Liability Management, as Exhibit 13 to the Form
10-K for September 30, 2001.
Part II - Other Information
Item 1. Legal Proceedings
The Bank is not involved in any pending legal proceedings other than
non-material legal proceedings undertaken in the ordinary course of
business.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
Not Applicable
-19-
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
(a) Exhibits
The following exhibits are filed as part of this Report.
3.1 Articles of Incorporation (1)
3.2 Amended Bylaws
4. Common Stock Certificate (1)
10.1 Employee Stock Ownership Plan, as amended (1)
10.2 1988 Employee Stock Compensation Program (1)
10.3 1993 Employee Stock Compensation Program (2)
10.4 1997 Employee Stock Compensation Program (3)
10.5 1993 Directors' Stock Option Plan (2)
10.6 Employment Agreement between the company, the Bank and
William L. Windisch (1)
10.7 1998 Group Term Replacement Plan (4)
10.8 1998 Salary Continuation Plan Agreement by and between
W.L. Windisch, the Company and the Bank (4)
10.9 1998 Salary Continuation Plan Agreement by and between
R.G. Spencer, the Company and the Bank (4)
10.10 1998 Salary Continuation Plan Agreement by and between M.A.
Mooney, the Company and the Bank (4)
10.11 1998 Stock Compensation Plan (5)
20.1 Dividend Reinvestment Plan (6)
99 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
None
(1) Incorporated by reference from the exhibits attached to the Prospectus and
Proxy Statement of the Company included in its Registration Statement on
form S-4 (registration No. 33-55384) filed with the SEC on December 3, 1992
(the "Registration Statement").
(2) Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
May 2, 1997
(3) Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
March 12, 1998.
(4) Incorporated by reference from an exhibit in Form 10-K filed with the SEC
on December 29, 1998.
(5) Incorporated by reference from an exhibit in Form S-8 filed with the SEC on
January 25, 1999.
(6) Incorporated by reference from an Exhibit in Form 10-Q on February 14,
2000.
-20-
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIDELITY BANCORP, INC.
Date: August 14, 2002 By: /s/ William L. Windisch
------------------------------
William L. Windisch
Chairman of the Board and
Chief Executive Officer
Date: August 14, 2002 By: /s/ Lisa L. Griffith
------------------------------
Lisa L. Griffith
Vice President and Chief
Financial Officer
-21-