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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

For the quarterly period ended September 30, 2003

Commission File Number: 0-22374

Fidelity Southern Corporation

(404) 639-6500

Fidelity National Corporation

     Indicate by check mark 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 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.          [x] Yes [  ] No

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).          [  ] Yes [x] No

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

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FIDELITY SOUTHERN CORPORATION

INDEX

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PART I - FINANCIAL INFORMATION
ITEM 1 – CONSOLIDATED FINANCIAL STATEMENTS

FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements.

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

See accompanying notes to consolidated financial statements.

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (CONTINUED)
(UNAUDITED)

See accompanying notes to consolidated financial statements.

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

See accompanying notes to consolidated financial statements.

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FIDELITY SOUTHERN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2003

Note A - Basis of Presentation

     The accompanying unaudited consolidated financial statements of Fidelity Southern Corporation and Subsidiaries (“Fidelity”) have been prepared in accordance with accounting principles generally accepted in the United States followed within the financial services industry for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and results of operations for the interim periods have been included. All such adjustments are normal recurring accruals except for certain adjustments related to unamortized loan origination costs as described in Note E — Restatement and in “Provision for Loan Losses” in Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). Operating results for the three month and nine month periods ended September 30, 2003, are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. These statements and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the consolidated financial statements and notes thereto included in Fidelity’s Annual Report on Form 10-K for the year ended December 31, 2002.

Note B - Shareholders’ Equity

     The Board of Governors of the Federal Reserve (the “FRB”) is the principal regulator of Fidelity Southern Corporation (“FSC”), a bank holding company. Fidelity Bank, (the “Bank”) is a state chartered commercial bank subject to Federal and state statutes applicable to banks chartered under the banking laws of the State of Georgia, to members of the Federal Reserve System and to banks whose deposits are insured by the Federal Deposit Insurance Corporation (the “FDIC”). The Bank is a wholly-owned subsidiary of Fidelity. The FRB, the FDIC and the Georgia Department of Banking and Finance (the “GDBF”) have established capital requirements as a function of their oversight of bank holding companies and state chartered banks. Each bank holding company and each bank must maintain the minimum capital ratios set forth in “Liquidity” and “Shareholders’ Equity” in MD&A.

     The Bank is principally regulated by the GDBF and the FDIC. At periodic intervals, the GDBF and the FDIC (the Bank’s primary Federal regulator) examine and evaluate the financial condition, operations and policies and procedures of Georgia state chartered commercial banks, such as the Bank, as part of their legally prescribed oversight responsibilities.

Note C – Regulatory Agreements

     Fidelity’s application to the GDBF for the conversion of the Bank’s national bank charter to a Georgia chartered commercial bank was approved on April 6, 2003 and the conversion took place as of the close of business on May 9, 2003, at which time the Bank became a Georgia chartered commercial bank, subject solely to the regulations of and supervision by the GDBF and the FDIC.

     Pursuant to the approval of the GBDF, the Bank, within 90 days of the conversion, submitted for approval a: (1) loan policy; (b) investment policy; (c) internal audit program; (d) microcomputer

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policy; (e) conflict of interest policy on directors, officers and employees; (e) retirement policy for directors; (f) proposed by-laws; and, (g) three-year business plan. No responses to the submissions have been received to date. The Bank also agreed, among other things, to maintain a leverage capital ratio of not less than 7.00% for the twenty-four month period following the conversion. The Bank’s leverage capital ratio as of September 30, 2003, was 9.05%. (See “Shareholders’ Equity”.)

Note D – Discontinued Operations

     In December 2002, Fidelity sold its credit card line of business, including all of its credit card accounts and outstanding balances. In accordance with the terms of the sale, Fidelity provided interim servicing for a fee until the conversion to the purchaser’s system on May 15, 2003, and substantially all related activities ceased by June 30, 2003. In accordance with accounting principles generally accepted in the United States, the earnings and net liabilities of the credit card business were shown separately in the consolidated statements of income and the consolidated balance sheets, respectively, for all periods presented. Accordingly, all information in these consolidated financial statements reflected continuing operations only, unless otherwise noted.

     For purposes of calculating an imputed cost of funds during the 2002 periods in which credit card balances were outstanding, the average quarterly net assets of the credit card business were assumed to have been funded proportionately by all interest bearing liabilities of Fidelity at an interest rate equal to the quarterly cost of each applied to its average quarterly balance. Expenses included all direct costs of the credit card business and certain other allocated costs estimated to be eliminated as a result of the sale.

Note E – Restatement

     The Bank identified a procedural problem in the processing of unamortized loan origination costs on certain charged-off consumer loans, resulting in a minor understatement of charge-offs over a period of years. The related amounts were insignificant to the Bank’s net charge-offs and earnings in each prior year. The financial statements and certain schedules reflect the restatement of certain previously reported results as discussed below and in “Provision for Loan Losses” in MD&A and the current year impact is reflected in the third quarter of 2003. Shareholders’ equity as of January 1, 2001, was reduced by $393,076 to $57.6 million to reflect the cumulative after-tax impact of the restatement for years through December 31, 2000. Reported net charge-offs for the years ended December 31, 2001 and 2002, were increased by $126,799 and $134,214, respectively, thereby reducing the respective year-end allowance for loan losses. There was no restatement of earnings for the years ended December 31, 2001 and 2002, as the allowance for loan losses for those years was more than sufficient to absorb the slightly higher charge-offs. Third quarter 2003 loan charge-offs included the corrections totaling approximately $75,000 for the previous two quarters of 2003. These corrections are reflected in the Balance Sheets for September 30, 2003, and December 31, 2002, and for all schedules which include data related to consumer loan balances, charge-offs, the allowance for loan losses and equity and capital.

Note F – Contingencies

     Fidelity is a party to claims and lawsuits arising in the course of its normal business activities. Such claims and lawsuits included certain complaints filed against Fidelity’s securities broker subsidiary by former customers and others, seeking to assert claims regarding alleged breaches of duties to a former customer. These claims were settled through arbitration or agreements in 2002 and during the first half of 2003. A provision of $125,000 was established as of March 31, 2003, for Securities and Exchange Commission (“SEC”) claims relating to an investigation by the SEC of the

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actions taken by the securities broker subsidiary which were the subject of the complaints. On April 15, 2003, Fidelity’s brokerage subsidiary discontinued operations as a registered broker-dealer and all investment services are provided by the Bank through Raymond James Financial Services, an independent broker-dealer.

     Although the ultimate outcome of all claims and lawsuits outstanding as of September 30, 2003, cannot be ascertained at this time, it is the opinion of management that none of these matters when resolved will have a material adverse effect on Fidelity’s results of operations or financial condition.

Note G – Other Comprehensive Income

     Fidelity’s other comprehensive (loss) income item was related to unrealized gains and losses on investment securities classified as available-for-sale and reclassification adjustments for gains and losses on securities sales and calls included in net income. Other comprehensive (loss) income items were tax effected at a rate of 38%. For the third quarter and the first nine months of 2003, total other comprehensive loss net of taxes was $1.7 million and $2.0 million, respectively. The total other comprehensive income net of taxes was $898,000 and $2.2 million, respectively, for the comparable periods of 2002.

Note H – Stock Based Compensation

     Pro forma information regarding net income and earnings per share is required by SFAS No. 123 and No. 148 and has been determined as if Fidelity had accounted for its employee stock options under the fair value method of those statements. The effects of applying SFAS No. 123 and No. 148 for providing pro forma disclosures are not likely to be representative of the effects on reported net income for future periods.

     The following schedule reflects the pro forma results, in thousands, for the three months and the nine months ended September 30, 2003 and 2002, respectively:

Note I – Variable Interest Entities

     As discussed in Note J — Recent Accounting Pronouncements, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51” (“FIN 46”). FIN 46 addresses whether business enterprises must

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consolidate the financial statements of entities known as “variable interest entities”. Thus, FIN 46 may have an impact on how variable interest entities are reported on financial statements.

     FSC has three business trust subsidiaries that it has determined to be variable interest entities, FNC Capital Trust 1 (“FNCCT1”), Fidelity National Capital Trust 1 (“FidNCT1”), and Fidelity Southern Statutory Trust 1 (“FSCST1”).

     During 2000 FNCCT1 and FidNCT1 and during 2003 FSCST1 issued common securities, all of which were purchased and are held by FSC, in the amount of $325,000, $309,000 and $464,000, respectively, and trust preferred securities in the amount of $10,500,000, $10,000,000 and $15,000,000, respectively, which were sold to investors, with thirty year maturities. The trust preferred securities are callable by the business trust subsidiaries on or after defined periods. The trust preferred security holders may only terminate the business trusts under defined circumstances such as default, dissolution or bankruptcy. The trust preferred security holders and other creditors, if any, of each business trust have no recourse to Fidelity and may only look to the assets of each business trust to satisfy all debts and obligations.

     The only assets of FNCCT1, FidNCT1 and FSCST1 are subordinated debentures of FSC, which were purchased with the proceeds from the issuance of the common and preferred securities. FNCCT1 and FidNCT1 have fixed interest rates of 10.875% and 11.045%, respectively, and FSCST1 has a current interest rate of 4.24%, and reprices quarterly. FSC makes semi-annual interest payments on the subordinated debentures to FNCCT1 and FidNCT1 and quarterly interest payments to FSCST1, which use these payments to pay dividends on the common and preferred securities.

     These business trust subsidiaries are consolidated with FSC for financial reporting purposes. The trust preferred securities are eligible for regulatory Tier 1 capital, with a limit of 25% of the sum of all core capital elements. All amounts exceeding the 25% limit are includable in regulatory Tier 2 capital.

     The FRB has determined that Fidelity and other financial institutions regulated by it should continue to include the trust preferred securities in their Tier 1 capital for regulatory capital purposes, subject, together with other cumulative preferred stock, if any, to the 25 percent of Tier 1 capital limit, until notice is given to the contrary. The FRB has indicated that it will review the regulatory implications of any accounting treatment changes and, if necessary or warranted, will provide further appropriate guidance. Fidelity is currently assessing the impact of FIN 46; however, the impact, if any, on Fidelity of FIN 46 should have no impact on the Bank’s capital ratios, operations or financial condition. (See “Shareholders’ Equity” in MD&A and Note J – “Recent Accounting Pronouncements”.)

Note J - Recent Accounting Pronouncements

     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,” to clarify accounting and disclosure requirements relating to a guarantor’s issuance of certain types of guarantees. FIN 45 requires entities to disclose additional information about certain guarantees, or groups of similar guarantees, even if the likelihood of the guarantor’s having to make any payments under the guarantee is remote. The disclosure provisions are effective for financial statements for fiscal years ended after December 15, 2002. For certain guarantees, the interpretation also requires that guarantors recognize a liability equal to the fair value of the guarantee upon its issuance. This initial recognition and measurement provision is to be applied only on a prospective basis to guarantees issued or modified after December 31, 2002. This recognition and

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measurement provision did not have a material impact on Fidelity’s financial condition or operating results.

     In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51” (“FIN 46”). FIN 46 addresses whether business enterprises must consolidate the financial statements of entities known as “variable interest entities”. A variable interest entity is defined by FIN 46 to be a business entity which has one or both of the following characteristics: (1) The equity investment at risk is not sufficient to permit the entity to finance its activities without additional support from other parties, which is provided through other interests that will absorb some or all of the expected losses of the entity; and (2) The equity investors lack one or more of the following essential characteristics of a controlling financial interest: (a) direct or indirect ability to make decisions about the entity’s activities through voting rights or similar rights, (b) the obligation to absorb the expected losses of the entity if they occur, which makes it possible for the entity to finance its activities, or (c) the right to receive the expected residual returns of the entity if they occur, which is the compensation for risk of absorbing expected losses. FIN 46 initially applied immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtained an interest after that date. It was to be applied in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise held a variable interest that it acquired before February 1, 2003. In October 2003 the FASB determined to defer to December 15, 2003 from the third quarter the implementation date for FIN 46 issued earlier this year. This deferral only applies to variable interest entities that existed prior to February 1, 2003.

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following analysis reviews important factors affecting Fidelity’s financial condition at September 30, 2003, compared to December 31, 2002, and compares the results of operations for the three and nine month periods ended September 30, 2003 and 2002. These comments should be read in conjunction with Fidelity’s consolidated financial statements and accompanying notes appearing in this report.

Assets

     Total assets were $1,020 million at September 30, 2003, compared to $1,066 million at December 31, 2002, a decrease of $46 million, or 4.3%. Loans increased $29 million or 3.9% to $783 million and loans held-for-sale increased $19 million or 53.4% to $54 million at September 30, 2003. The 6.1% increase in total loans to $837 million was a result of the growth in consumer installment loans, including held-for-sale, of $75 million or 18.9% to $472 million and the growth in commercial loans of $7 million or 9.2% to $81 million, offset in part by a decline in construction loans of $1 million or .6% to $111 million and a decline in mortgage loans including held-for-sale of $33 million or 16.0% to $174 million.

     The increase in consumer loans was attributable to the management decision to retain additional indirect automobile loan balances in the consumer loan portfolio. The increase in the loans held-for-sale balance during the first nine months of 2003 was because only two indirect automobile loan sales totaling $37 million occurred in the first nine months of 2003.

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     The following schedule summarizes Fidelity ‘s total loans at September 30, 2003, and December 31, 2002 (dollars in thousands):

     Interest-bearing deposits with banks and Federal funds sold declined $24 million and $67 million or 95.8% and 95.9%, respectively, at September 30, 2003, to $1 million and $3 million when compared to balances at December 31, 2002. These declines were due to the redeployment of the proceeds from the December 2002 sale of the credit card line of business in accordance with the management plan developed following that sale. This plan included growth in higher-yielding investment securities and loans and reductions in higher-costing deposits.

Asset Quality

     The following schedule summarizes Fidelity’s asset quality position at September 30, 2003, and December 31, 2002 (dollars in thousands):

     Management is not aware of any potential problem loans other than those disclosed in the table above, which includes all loans recommended for classification by regulators, which would have a

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material adverse impact on asset quality. (For additional information, see “Provision for Loan Losses.”)

Deposits

     Total deposits at September 30, 2003, were $856 million compared to $906 million at December 31, 2002, a $50 million or 5.5% decrease, as increases in interest-bearing demand and money market accounts and savings accounts were more than offset by decreases in noninterest-bearing demand deposit accounts and time deposit accounts. Interest-bearing demand and money market accounts increased $7 million or 4.2% to $164 million. Savings deposits increased $14 million or 13.3% to $120 million. Decreases in noninterest-bearing demand deposits totaled $8 million or 6.9% to $106 million. Time deposits $100,000 and over and other time deposits at September 30, 2003, totaled $466 million compared to $529 million at December 31, 2002, a decrease of $63 million or 11.9%. The program to redeploy the proceeds from the credit card sale in December 2002 included the decision to reduce the balances in low-yielding, short-term investments and reduce higher costing time deposits, particularly those balances related to maturing accounts with no other Fidelity relationships.

Other Borrowings

     Federal Home Loan Bank (“FHLB”) short-term borrowings totaled $24 million at September 30, 2003, consisting of a $10 million 4.12% fixed rate advance maturing March 15, 2004, and a $14 million 5.26% fixed rate advance maturing April 12, 2004. These borrowings were reclassified from long-term debt during the first nine months of 2003. Other short-term borrowings increased $11 million or 61.2% to $28 million at September 30, 2003, compared to other short-term borrowings at December 31, 2002, primarily as a result of executing a 30-day term repurchase agreement of $13 million for short-term liquidity needs. The remaining other short-term borrowings consisted of overnight repurchase agreements with commercial transaction account customers.

Trust Preferred Securities

     Trust preferred securities totaled $35.5 million and $20.5 million at September 30, 2003, and December 31, 2002, respectively. The increase of $15.0 million in trust preferred securities was the result of the issuance of $15 million in floating rate trust preferred securities on June 26, 2003, with a current rate of 4.24%. These securities reprice quarterly. The proceeds from this issuance were used to retire the 8.50% Subordinated Notes in July 2003. Trust preferred securities are included in regulatory Tier 1 capital to the extent permitted by regulation, with the remainder included in regulatory Tier 2 capital. Also, see Note I – “Variable Interest Entities” and Note J – “Recent Accounting Pronouncements” in the Notes to Consolidated Financial Statements.

Liquidity

     Market and public confidence in the financial strength of Fidelity and financial institutions in general will largely determine Fidelity’s access to appropriate levels of liquidity. This confidence is significantly dependent on Fidelity’s ability to maintain sound asset credit quality and the ability to maintain appropriate levels of capital resources.

     Liquidity is defined as the ability of Fidelity to meet anticipated customer demands for funds under credit commitments and deposit withdrawals at a reasonable cost and on a timely basis. Management measures Fidelity’s liquidity position by giving consideration to both on-balance sheet and off-balance sheet sources of and demands for funds on a daily and weekly basis.

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     Sources of liquidity include cash and cash equivalents, net of Federal requirements to maintain reserves against deposit liabilities; investment securities eligible for sale or pledging to secure borrowings from dealers and customers pursuant to securities sold under agreements to repurchase (“repurchase agreements”); loan repayments; loan sales; deposits and certain interest-sensitive deposits; a collateralized line of credit at the Federal Reserve Bank of Atlanta Discount Window; a collateralized line of credit with the FHLB of Atlanta; and borrowings under unsecured overnight Federal funds lines available from correspondent banks. In addition to interest rate-sensitive deposits, the Bank’s principal demand for liquidity is anticipated fundings under credit commitments to customers.

     Management seeks to maintain a stable net liquidity position while optimizing operating results, as reflected in net interest income, the net yield on earning assets and the cost of interest-bearing liabilities in particular. Key management meets regularly to review Fidelity’s current and projected net liquidity position and to review actions taken by management to achieve this liquidity objective.

     Fidelity has unused sources of liquidity in the form of unused Federal funds lines totaling $28 million, unpledged securities of $33 million, nationally sourced time deposits available through investment banking firms and additional FHLB and FRB lines of credit, subject to available qualifying collateral, at September 30, 2003.

Shareholders’ Equity

     Shareholders’ equity was $71 million at September 30, 2003, and December 31, 2002. Shareholders’ equity as a percent of total assets was 6.9% at September 30, 2003, compared to 6.6% at December 31, 2002. At September 30, 2003, and December 31, 2002, Fidelity exceeded all capital ratios required by the FRB to be considered well capitalized, as reflected in the schedule below:

     The table below sets forth the capital requirements for the Bank under FDIC regulations as well as the Bank’s capital ratios at September 30, 2003 and December 31, 2002, respectively: