FIDELITY SOUTHERN CORP - FORM 8-K - EX-99.1 - PRESS RELEASE

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8-K - 8-K - FIDELITY SOUTHERN CORP	lion2q138k.htm
EX-99.2 - EXHIBIT2 - FIDELITY SOUTHERN CORP	lion3q13stockdividend.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts: Martha Fleming, Steve Brolly

Fidelity Southern Corporation (404) 240-1504

FIDELITY SOUTHERN CORPORATION

EARNS RECORD $9.4 MILLION IN SECOND QUARTER

COMPLETES $69 MILLION COMMON STOCK OFFERING

ATLANTA, GA (July 18, 2013) – Fidelity Southern Corporation (“Fidelity” or the “Company”) (NASDAQ: LION), holding company for Fidelity Bank (the “Bank”), reported net income of $9.4 million for the second quarter of 2013 compared to $6.5 million for the first quarter of 2013 and $6.4 million for the second quarter of 2012. After accounting for the preferred dividend, basic and diluted earnings per share for the second quarter of 2013 were $0.53 and $0.47, respectively, compared to basic and diluted earnings per share of $0.38 and $0.33 in the first quarter of 2013 and $0.38 and $0.34 in the second quarter of 2012, respectively. Net income for the first six months of 2013 was $15.9 million compared to $11.7 million for the same period in 2012. Basic and diluted earnings per share for the first six months of 2013 were $0.91 and $0.81, respectively, compared to $0.69 and $0.62, respectively, for 2012.

Fidelity's Chairman, Jim Miller, said, “Our management of our balance sheet has continued to be very effective. The redemption of "TARP" preferred stock and $20 million of TRUPS will annually save $5.5 million after tax. The much chronicled slow-down in mortgage originations has not yet occurred here and we continue to expand the number of our offices. However, this is a weak and fragile economy and there is not much growth in new business loans. Rather we are continuing to take market share. The consumer areas of home building, mortgage and indirect automobile lending are robust and that is an advantage for us. Though our growth is modest, over the last 40 years it has worked for us.”



	For the Quarter Ended
	June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012
							(in thousands)
Net income	$	9,433		$	6,491		$	5,440		$	8,167		$	6,404
Income tax expense	5,211			3,631			3,088			4,816			3,511
Provision for loan losses	570			3,476			5,243			3,477			950
Write-down of ORE	532			1,263			1,152			1,452			1,138
Other cost of ORE operations	354			940			1,433			1,324			564
Pre-tax, pre-credit related earnings	16,100			15,801			16,356			19,236			12,567
Less security gains	(1		)	—			—			(4		)	—
Less acquisition gain	—			—			—			(4,012		)	—
Less accretion of FDIC indemnification asset	(150		)	(138		)	(150		)	(285		)	(96		)
Core operating earnings ⁽¹⁾	$	15,949		$	15,663		$	16,206		$	14,935		$	12,471

⁽¹⁾ The calculation of core operating earnings is a non-GAAP measure. We show core operating earnings which remove the effect of income taxes, provision for loan losses, cost of operation of ORE, security gains, acquisition gain and indemnification asset accretion because we believe that helps show a view of more normalized net revenues. The measure allows better comparability with prior periods, as well as with peers in the industry who also provide a similar presentation.

BALANCE SHEET & CAPITAL MANAGEMENT

Total assets for the quarter were $2.675 billion, an increase of $143.0 million, or 5.6%, compared to the first quarter of 2013 largely attributable to the public offering of common stock discussed in the Capital section. Other assets and liabilities increased 48.5% and 69.9%, respectively, compared to the first quarter of 2013 primarily as a result of the mark to market valuation for mortgage loans held-for-sale.

Asset Quality

The following table provides a summary of the allowance for loan losses for the non-covered loan and covered loan portfolios as of June 30, 2013:



	Three Months Ended June 30, 2013
	Non-covered loans			Covered loans			Total
				(in thousands)
Balance, beginning of period	$	31,628		$	2,282		$	33,910
Provision for loan losses before benefit attributable to FDIC loss share agreements	500			620			1,120
Benefits attributable to FDIC loss share agreements	—			(550		)	(550		)
Net provision for loan losses	500			70			570
Increase in FDIC loss share receivable	—			550			550
Loans charged-off	(2,248		)	—			(2,248		)
Recoveries	527			—			527
Balance, end of period	$	30,407		$	2,902		$	33,309

The majority of loans and other real estate acquired in the FDIC-assisted transactions are covered under 80% loss sharing agreements with the FDIC, which are classified as covered loans. Loans that do not fall into the covered loan category are considered to be non-covered.

The following table provides a comparison of the activity affecting the allowance for loan loss:



	June 30, 2013			March 31, 2013			June 30, 2012			YTD 2013			YTD 2012
							($ in thousands)
Net charge-offs	$	1,721		$	3,652		$	3,027		$	5,373		$	5,451
Net charge-off ratio	0.40		%	0.86		%	0.71		%	0.63		%	0.71		%
Provision for loan losses - Non-Covered Loans	$	500		$	3,450		$	950		$	3,950		$	4,700
Net impairment provision - Covered Loans	70			26			—			96			—
Total provision expense	$	570		$	3,476		$	950		$	4,046		$	4,700

The decrease in provision expense for the second quarter of 2013 compared to the first quarter of 2013 was primarily due to a reduction in charge-offs and improved credit quality indicators.

Net charge-offs decreased $1.9 million for the second quarter of 2013 to $1.7 million compared to $3.7 million for the first quarter of 2013 and decreased $1.3 million compared to the second quarter of 2012. Non-covered provision expense decreased $3.0 million for the second quarter of 2013 to $500,000 compared to $3.5 million for the first quarter of 2013 primarily as a result of improvement in the credit quality of the loan portfolio, and decreased $450,000 from the second quarter of 2012.

The allowance for loan losses at June 30, 2013 was $33.3 million, or 1.96% of total loans, compared to an allowance of $33.9 million, or 1.95% of total loans, at March 31, 2013, and $27.2 million, or 1.65% of total loans, at June 30, 2012.

The following table presents certain credit quality metrics of the Bank’s loan portfolio, inclusive and exclusive of covered loans. Nonperforming assets include nonaccrual loans, net repossessions and other real estate (“ORE”). Classified assets include loans having a risk rating of substandard or worse, both accrual and nonaccrual, net repossessions and other real estate.



	June 30, 2013						December 31, 2012						June 30, 2012
	Including Covered Loans			Excluding Covered Loans			Including Covered Loans			Excluding Covered Loans			Including Covered Loans			Excluding Covered Loans
							($ in thousands)
Nonperforming loans	$	72,388		$	41,757		$	83,681		$	57,713		$	90,908		$	62,253
Classified assets	101,919			96,295			114,857			108,860			122,280			115,719
Allowance for loan losses as a percentage of total loans	1.86		%	1.96		%	1.92		%	2.01		%	1.55		%	1.65		%
Classified items ratio	36.92		%	34.88		%	44.17		%	41.87		%	51.20		%	48.45		%
Nonperforming assets ratio	6.30		%	4.14		%	6.77		%	5.12		%	7.52		%	5.29		%

ORE, net of reserves, increased $1.9 million to $40.9 million at June 30, 2013, compared to $39.0 million at March 31, 2013 primarily due to foreclosure activity during the quarter on non-covered loans. During the second quarter of 2013, $8.1 million of ORE assets were sold while $10.5 million were added to ORE. Excluding covered assets, ORE sales were $5.6 million and additions were $9.8 million for the quarter.

Nonperforming loans and classified assets have continued to decline due in part to loans moving to ORE as well as improved credit factors.

Capital

The following table details the Company's and Bank's capital position at June 30, 2013 and March 31, 2013:



	Fidelity Southern Corporation		Fidelity Bank
	June 30, 2013	March 31, 2013	June 30, 2013	March 31, 2013
Tier 1 risk-based capital ratio	15.62%	12.22%	11.03%	10.95%
Total risk-based capital ratio	16.88%	13.48%	13.05%	12.68%
Leverage capital ratio	12.96%	10.51%	9.41%	9.43%

On June 10, 2013, the Company closed its $60.0 million public offering of common stock at $12.00 per share, and on June 18, 2013, the Company announced that the additional 750,000 shares allotted to the underwriters of the offering were exercised for an additional $9.0 million in capital.

By December 31, 2013, the Company intends to use the net proceeds from this offering, together with its cash on hand as necessary, to: (i) redeem the $48.2 million in shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, originally issued to the U.S. Department of the Treasury under the Troubled Asset Relief Program Capital Purchase Program; and (ii) redeem two series of its trust preferred securities with an aggregate outstanding principal amount of $20.5 million.

Final BASEL III rules were released in early July for all Banks. We are evaluating the final rules to determine how they will impact our capital in future periods.

Deposits

Total deposits of $2.155 billion at June 30, 2013 have increased from $1.987 billion as of June 30, 2012, due primarily to the Bank's continued efforts to aggressively pursue core deposits. Total deposits, at June 30, 2013, increased $85.3 million from December 31, 2012 due to a $30.3 million increase in brokered deposits as a means of increasing liquidity together with a $38.3 million increase in core deposits.



	June 30, 2013				March 31, 2013				December 31, 2012				September 30, 2012				June 30, 2012
	$		%		$		%		$		%		$		%		$		%
									($ in millions)
Core deposits⁽¹⁾	$	1,704.4	79.1	%	$	1,659.5	80.6	%	$	1,666.1	80.5	%	$	1,595.4	79.6	%	$	1,634.5	82.2	%
Time Deposits > $100,000	363.4		16.9	%	356.7		17.4	%	346.7		16.8	%	348.9		17.4	%	343.6		17.3	%
Brokered deposits	87.2		4.0	%	41.8		2.0	%	56.9		2.7	%	59.3		3.0	%	9.2		0.5	%
Total deposits	$	2,155.0	100.0%		$	2,058.0	100.0%		$	2,069.7	100.0%		$	2,003.6	100.0%		$	1,987.3	100.0%
Quarterly rate on deposits	0.50%				0.52%				0.54%				0.55%				0.57%

⁽¹⁾ Core deposits are transactional, savings, and time deposits under $100,000.

NET INTEREST MARGIN

Net interest margin in the second quarter of 2013 was 3.42%, a 44 basis point decrease from the same quarter a year ago and a 35 basis point decrease from the first quarter of 2013. Excluding covered loans and the accretion of the loan discount, the net interest margin was 3.31% for the second quarter of 2013 compared to 3.50% for the first quarter of 2013. The decrease in net interest margin is the result of the Bank's continuous offering of competitive rates on loans and deposits.

Net interest margin decreased 27 basis points to 3.59% for the six months ended June 30, 2013 compared to 3.86% for the same period in 2012. Excluding covered loans and the accretion of the loan discount, the net interest margin was 3.39% for the six months ended June 30, 2013 and 3.66% for the same period in 2012. Net interest income for the six months ended June 30, 2013 increased $1.7 million, or 4.2%, to $41.2 million compared to $39.6 million for the same period in 2012.

INTEREST INCOME

Total interest income for the second quarter of 2013 decreased $221,000, or 0.9%, to $23.9 million compared to $24.1 million for the second quarter of 2012. In a linked-quarter comparison, interest income decreased $1.1 million largely attributable to a reduction in accretable yield of $571,000 for the comparative periods due to cash flow revaluations for acquired loans.

For the six months ended June 30, 2013 total interest income increased $400,000, or 0.8%, to $48.8 million compared to $48.4 million for the same period in 2012.

INTEREST EXPENSE

Interest expense for the second quarter of 2013 decreased $454,000, or 10.8%, compared to the same period in 2012 due to a reduction of $415,000 in subordinated debt expense for the second quarter of 2013 due to one of the Company's notes being converted from a fixed rate of 6.62% to a lower floating rate as of September 30, 2012. Also contributing to the decrease is a 19 basis point decrease in the cost of interest-bearing liabilities somewhat offset by an increase in average interest-bearing liabilities of $185.9 million, or 10.6%. The Bank’s shift in deposit mix toward noninterest-bearing accounts, which made up 20.1% of total deposits at June 30, 2013 compared to 17.4% at June 30, 2012, contributed to the reduction in the cost of funds. On a linked-quarter basis, interest expense decreased $160,000, or 4.1% largely attributable to increased liquidity resulting from Indirect loan sales for the quarter.

For the six months ended June 30, 2013 interest expense decreased $1.2 million, or 13.2%, to $7.6 million compared to $8.8 million for the same period in 2012. The decrease is primarily the result of a reduction in time deposit expenses of $800,000 for the comparative periods. Also contributing to the decline in interest expense is a 20 basis point decrease in the cost of interest-bearing liabilities somewhat offset by an increase in average interest-bearing liabilities of $162.6 million, or 9.3%.

NONINTEREST INCOME

For the quarter ended June 30, 2013, noninterest income increased $11.2 million, or 65.8%, to $28.2 million compared to $17.0 million in the second quarter of 2012. The increase is the result of a $9.3 million, or 86.0%, increase in mortgage banking activities over the respective periods. The June 30, 2013, pipeline increased 38% to over $627 million compared to $465 million a year ago. Total funded loan volume for the quarter of $787.7 million represented a 69.7% increase compared to the same period a year ago. The current quarter mortgage banking income includes a $1.6 million mortgage servicing rights (MSR) impairment recovery compared to a $1.6 million recovery for the first quarter of 2013 and an impairment of $2.0 million for the second quarter of 2012. MSR capitalization for the current quarter totaled $7.5 million compared to $6.2 million for the first quarter of 2013 and $3.8 million for the second quarter of 2012.

For the six months ended June 30, 2013 noninterest income increased $18.6 million, or 53.6%, to $53.3 million compared to $34.7 million for same period in 2012. The increase is largely attributable to the increase in mortgage banking activities as discussed above.

Real Estate Mortgage Lending

With the recent upward shift in long term interest rates we do anticipate that this will probably reduce our refinance volume from the levels we have seen in the first half of 2013. However, a significant portion of the mortgage production is from purchase mortgage business, sourced primarily through our retail lending network, which we do not believe will be significantly impacted by the recent rise in long-term interest rates. In addition, from the same time a year ago we have expanded our mortgage branch network with five new production branches and our mortgage production team has increased by 30%. Our marketing focus on purchase business and organic growth will help to partially offset any impact of the anticipated fall off of refinance production.

We do not believe that the recent finalizing of the revised FDIC capital requirements for community banks will have any impact on our loan origination volume going forward. We have been retaining the servicing on loans originated and sold for FNMA and FHLMC over that past four years. We are evaluating the impact of the capital rules related to mortgage servicing assets (MSAs) to determine the most prudent asset strategy related to the phase in of the new capital rules.

NONINTEREST EXPENSE

Noninterest expense for the second quarter of 2013 increased $7.1 million, or 27.2%, to $33.2 million compared to $26.1 million for the same period in 2012. The increase was driven by a $6.9 million increase in salaries and employee benefits expense due to higher commission expense related to the increased mortgage banking volume, expansion of our mortgage banking footprint, as well as increased number of employees due to organic growth and acquisitions.

For the six months ended June 30, 2013 noninterest expense increased $14.3 million, or 27.7%, to $65.7 million compared to $51.4 million for the same period in 2012. The increase is largely attributable to an increase of $12.8 million in salaries and employee benefits.

ABOUT FIDELITY SOUTHERN CORPORATION

Fidelity Southern Corporation, through its operating subsidiaries Fidelity Bank and LionMark Insurance Company, provides banking services and credit-related insurance products through 32 branches in Atlanta, Georgia, a branch in Jacksonville, Florida, and an insurance office in Atlanta, Georgia. SBA, indirect automobile, and mortgage loans are provided through employees located in eleven Southern and Mid-Atlantic states. For additional information about Fidelity's products and services, please visit the website at www.FidelitySouthern.com.

This news release contains forward-looking statements, as defined by Federal Securities Laws, including statements about financial outlook and business environment. These statements are provided to assist in the understanding of future financial performance and such performance involves risks and uncertainties that may cause actual results to differ materially from those in such statements. Any such statements are based on current expectations and involve a number of risks and uncertainties. For a discussion of factors that may cause such forward-looking statements to differ materially from actual results, please refer to the section entitled “Forward Looking Statements” from Fidelity Southern Corporation’s 2012 Annual Report filed on Form 10-K with the Securities and Exchange Commission.

-end-

FIDELITY SOUTHERN CORPORATION

FINANCIAL HIGHLIGHTS

(UNAUDITED)



	Three Months Ended															Six Months Ended
	June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012			June 30, 2013			June 30, 2012
	($ in thousands, except per share data)
RESULTS OF OPERATIONS
Net Interest Income	$	20,133		$	21,075		$	20,239		$	20,690		$	19,900		$	41,208		$	39,555
Provision for Loan Losses	570			3,476			5,243			3,477			950			4,046			4,700
Non-Interest Income	28,240			25,047			26,186			27,094			17,034			53,287			34,689
Non-Interest Expense	33,159			32,524			32,654			31,324			26,069			65,683			51,419
Income Tax Expense	5,211			3,631			3,088			4,816			3,511			8,842			6,405
Net Income	9,433			6,491			5,440			8,167			6,404			15,924			11,720
Preferred Stock Dividends	(823		)	(823		)	(823		)	(823		)	(823		)	(1,646		)	(1,646		)
Net Income Available to Common Shareholders	8,610			5,668			4,617			7,344			5,581			14,278			10,074

PERFORMANCE
Earnings Per Share - Basic ⁽¹⁾	$	0.53		$	0.38		$	0.31		$	0.50		$	0.38		$	0.91		$	0.69
Earnings Per Share - Diluted ⁽¹⁾	$	0.47		$	0.33		$	0.27		$	0.44		$	0.34		$	0.81		$	0.62
Return on Average Assets	1.47		%	1.07		%	0.89		%	1.33		%	1.14		%	1.27		%	1.05		%
Return on Average Equity	17.40		%	13.53		%	11.49		%	17.93		%	14.84		%	15.58		%	13.77		%

NET INTEREST MARGIN
Interest Earning Assets	4.05		%	4.55		%	4.56		%	4.51		%	4.66		%	4.37		%	4.71		%
Cost of Funds	0.77		%	0.84		%	0.86		%	0.90		%	0.96		%	0.81		%	1.01		%
Net Interest Spread	3.28		%	3.71		%	3.49		%	3.61		%	3.70		%	3.56		%	3.70		%
Net Interest Margin	3.42		%	3.77		%	3.63		%	3.74		%	3.86		%	3.59		%	3.86		%

CAPITAL
Tier 1 Risk-Based Capital	15.62		%	12.22		%	12.06		%	11.94		%	11.68		%	15.62		%	11.68		%
Total Risk-Based Capital	16.88		%	13.48		%	13.43		%	13.41		%	13.29		%	16.88		%	13.29		%
Leverage Ratio	12.96		%	10.51		%	10.18		%	9.89		%	10.19		%	12.96		%	10.19		%

AVERAGE BALANCE SHEET
Loans, Net of Unearned Income	$	2,150,917		$	2,096,551		$	2,044,975		$	2,013,423		$	1,880,933		$	2,123,884		$	1,833,157
Investment Securities	170,362			161,861			174,810			188,028			198,754			166,135			219,205
Earning Assets	2,379,048			2,281,648			2,230,918			2,211,353			2,088,221			2,330,617			2,074,197
Total Assets	2,578,033			2,468,538			2,454,244			2,442,366			2,265,875			2,524,085			2,240,910
Deposits	1,676,691			1,663,394			1,653,026			1,626,290			1,559,516			1,670,079			1,568,599
Borrowings	259,616			256,616			211,385			256,616			190,910			240,926			179,775
Shareholders' Equity	217,491			194,559			190,426			181,211			173,520			206,088			171,136

STOCK PERFORMANCE
Market Price:
Closing ⁽¹⁾	$	12.37		$	11.41		$	9.38		$	9.20		$	8.26		$	12.37		$	8.26
High Close ⁽¹⁾	$	13.15		$	11.71		$	10.00		$	9.51		$	8.56		$	13.15		$	8.56
Low Close ⁽¹⁾	$	10.81		$	9.38		$	8.60		$	8.18		$	6.34		$	9.38		$	5.47
Daily Average Trading Volume	52,382			30,412			16,338			20,374			64,797			41,458			37,649
Book Value Per Common Share ⁽¹⁾	$	10.75		$	10.08		$	9.71		$	9.46		$	8.94		$	10.75		$	8.94
Price to Book Value	1.15			1.13			0.97			0.97			0.92			1.15			0.92
Price to Tangible Book Value	1.16			1.15			0.98			0.99			0.94			1.16			0.94
Tangible Book Value Per Common Share ⁽¹⁾	10.63			9.91			9.54			9.29			8.77			10.63			8.77

⁽¹⁾ Adjusted for stock dividends and retroactive application on shares outstanding.

FIDELITY SOUTHERN CORPORATION

FINANCIAL HIGHLIGHTS continued

(UNAUDITED)



	Three Months Ended															Six Months Ended
	June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012			June 30, 2013			June 30, 2012
	($ in thousands)
ASSET QUALITY
Total Non-Performing Loans	$	72,388		$	81,740		$	83,681		$	90,145		$	90,908		$	72,388		$	90,797
Total Non-Performing Assets	$	114,492		$	121,666		$	125,062		$	136,439		$	134,627		$	114,492		$	134,627
Loans 90 Days Past Due and Still Accruing	$	—		$	141		$	—		$	—		111			$	—		111
Including Covered Loans:
Non-Performing Loans as a % of Loans	3.98		%	4.68		%	5.21		%	5.17		%	5.21		%	4.15		%	5.21		%
Non-Performing assets as a % of Loans Plus ORE	6.30		%	6.55		%	6.88		%	7.62		%	7.52		%	6.30		%	7.52		%
ALL to Non-Performing Loans	41.49		%	34.49		%	29.93		%	34.49		%	29.93		%	41.49		%	29.93		%
Net Charge-Offs During the Period to Average Loans	0.17		%	0.65		%	0.65		%	0.24		%	0.65		%	0.47		%	1.26		%
ALL as a % of Loans, at End of Period	1.86		%	1.86		%	1.92		%	1.80		%	1.55		%	1.86		%	1.55		%
Excluding Covered Loans:
Non-Performing Loans as a % of Loans	3.75		%	3.81		%	3.75		%	3.81		%	3.97		%	3.75		%	3.97		%
Non-Performing assets as a % of Loans Plus ORE	4.14		%	4.37		%	4.74		%	5.12		%	5.29		%	4.14		%	5.29		%
ALL to Non-Performing Loans	50.89		%	43.70		%	50.89		%	43.70		%	47.22		%	50.89		%	47.22		%
Net Charge-Offs During the Period to Average Loans	0.40		%	0.86		%	0.81		%	0.27		%	0.71		%	0.63		%	0.71		%
ALL as a % of Loans, at End of Period	1.96		%	1.95		%	2.01		%	1.91		%	1.65		%	1.96		%	1.65		%

OTHER INFORMATION
Non-Interest Income to Revenues	58.38		%	54.31		%	56.40		%	56.70		%	46.12		%	56.39		%	46.72		%
End of Period Shares Outstanding ⁽¹⁾	20,962,228			15,059,649			14,991,310			14,836,810			14,767,351			20,962,228			14,767,351
Weighted Average Shares Outstanding - Basic ⁽¹⁾	16,365,977			15,038,955			14,921,760			14,787,067			14,737,688			15,706,132			14,589,567
Weighted Average Shares Outstanding - Diluted ⁽¹⁾	18,394,301			17,044,034			16,924,146			16,746,166			16,541,945			17,700,225			16,261,513
Full-Time Equivalent Employees	843.1			806.0			774.2			752.6			701.9			843.1			701.9

⁽¹⁾ Adjusted for stock dividends and retroactive application on shares outstanding.

FIDELITY SOUTHERN CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)



	Three Months Ended															Six Months Ended
	June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012			June 30, 2013			June 30, 2012
	($ in thousands, except per share amount)
INTEREST INCOME
Loans, including fees	$	22,949		$	23,944		$	23,121		$	23,724		$	22,902		$	46,893		$	45,640
Investment securities	910			1,028			1,141			1,208			1,189			1,938			2,695
Federal funds sold and bank deposits	15			3			5			6			4			18			22
Total interest income	23,874			24,975			24,267			24,938			24,095			48,849			48,357
INTEREST EXPENSE
Deposits	2,600			2,627			2,722			2,686			2,658			5,227			5,665
Short-term borrowings	263			404			425			454			253			667			427
Subordinated debt	868			867			881			1,090			1,132			1,735			2,271
Other long-term debt	10			2			—			18			152			12			439
Total interest expense	3,741			3,900			4,028			4,248			4,195			7,641			8,802
Net interest income	20,133			21,075			20,239			20,690			19,900			41,208			39,555
Provision for loan losses	570			3,476			5,243			3,477			950			4,046			4,700
Net interest income after provision for loan losses	19,563			17,599			14,996			17,213			18,950			37,162			34,855
NONINTEREST INCOME
Service charges on deposit accounts	1,020			949			1,122			1,259			1,180			1,969			2,313
Other fees and charges	975			887			883			841			852			1,862			1,636
Mortgage banking activities	20,158			17,795			18,653			14,755			10,840			37,953			22,924
Indirect lending activities	2,781			1,646			1,477			2,164			1,610			4,427			2,773
SBA lending activities	1,417			1,084			715			2,107			1,269			2,501			2,122
Bank owned life insurance	326			313			323			330			332			639			654
Securities gains	1			—			—			4			—			1			303
Other	1,562			2,373			3,013			5,634			951			3,935			1,964
Total noninterest income	28,240			25,047			26,186			27,094			17,034			53,287			34,689
NONINTEREST EXPENSE
Salaries and employee benefits	14,278			14,282			13,341			12,394			11,076			28,560			22,096
Commissions	7,979			6,390			7,545			6,195			4,249			14,369			8,078
Furniture and equipment	950			998			1,046			1,032			994			1,948			1,971
Net occupancy	1,341			1,409			1,354			1,360			1,280			2,750			2,490
Communication	805			760			647			739			641			1,565			1,260
Professional and other services	2,271			2,246			2,043			1,992			2,081			4,517			4,222
Cost of operation of other real estate	886			2,203			2,585			2,776			1,702			3,089			3,439
FDIC insurance premiums	527			526			493			479			474			1,053			945
Other	4,122			3,710			3,600			4,357			3,572			7,832			6,918
Total noninterest expense	33,159			32,524			32,654			31,324			26,069			65,683			51,419
Income before income tax expense	14,644			10,122			8,528			12,983			9,915			24,766			18,125
Income tax expense	5,211			3,631			3,088			4,816			3,511			8,842			6,405
NET INCOME	9,433			6,491			5,440			8,167			6,404			15,924			11,720
Preferred stock dividends and discount accretion	(823		)	(823		)	(823		)	(823		)	(823		)	(1,646		)	(1,646		)
Net income available to common equity	$	8,610		$	5,668		$	4,617		$	7,344		$	5,581		$	14,278		$	10,074

EARNINGS PER SHARE: ⁽¹⁾
Basic earnings per share	$	0.53		$	0.38		$	0.31		$	0.50		$	0.38		$	0.91		$	0.69
Diluted earnings per share	$	0.47		$	0.33		$	0.27		$	0.44		$	0.34		$	0.81		$	0.62
Weighted average common shares outstanding-basic	16,365,977			15,038,955			14,921,760			14,787,067			14,737,688			15,706,132			14,589,567
Weighted average common shares outstanding-diluted	18,394,301			17,044,034			16,924,146			16,746,166			16,541,945			17,700,225			16,261,513

^{( 1)}Adjusted for stock dividends and retroactive application on shares outstanding

FIDELITY SOUTHERN CORPORATION

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)



	June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012
							($ in thousands)
ASSETS
Cash and cash equivalents	$	158,837		$	40,262		$	49,020		$	47,366		$	38,333
Investment securities available-for-sale	163,764			153,285			154,367			165,598			193,251
Investment securities held-to-maturity	4,978			5,523			6,162			6,842			7,471
Investment in FHLB stock	8,594			7,919			7,330			9,760			8,185
Loans held-for-sale	355,017			325,941			304,094			259,659			214,335
Loans	1,775,972			1,817,263			1,777,031			1,745,185			1,746,204
Allowance for loan losses	(33,309		)	(33,910		)	(33,982		)	(31,476		)	(27,205		)
Loans, net of allowance for loan losses	1,742,663			1,783,353			1,743,049			1,713,709			1,718,999
FDIC indemnification asset	16,542			16,535			20,074			38,225			44,667
Premises and equipment, net	41,843			38,508			37,669			36,519			35,949
Other real estate, net	40,882			38,951			39,756			45,175			42,727
Accrued interest receivable	7,723			8,340			7,995			8,384			8,432
Bank owned life insurance	33,276			32,978			32,693			32,397			32,091
Deferred tax asset, net	22,401			21,248			21,145			16,520			18,299
Servicing asset	44,734			36,529			30,244			24,531			22,299
Other assets	33,979			22,877			23,693			38,109			30,717
Total Assets	$	2,675,233		$	2,532,249		$	2,477,291		$	2,442,794		$	2,415,755

LIABILITIES
Deposits:
Noninterest-bearing demand deposits	$	433,565		$	384,869		$	383,559		$	354,070		$	345,063
Interest-bearing deposits:
Demand and money market	653,172			632,542			638,582			604,124			618,269
Savings	313,716			331,505			329,223			310,835			338,983
Time deposits, $100,000 and over	363,421			356,661			346,743			348,871			343,570
Other time deposits	303,990			310,581			314,675			326,471			332,185
Brokered deposits	87,183			41,843			56,942			59,303			9,204
Total deposits	2,155,047			2,058,001			2,069,724			2,003,674			1,987,274
Federal Funds Purchased	115,000			100,000			88,500			99,500			48,718
Short-term borrowings	18,641			76,051			37,160			50,889			82,500
Subordinated debt	67,527			67,527			67,527			67,527			67,527
Other long-term debt	10,000			10,000			—			—			25,000
Accrued interest payable	1,944			1,375			2,093			1,467			2,231
Other liabilities	33,972			19,994			19,399			32,236			23,596
Total Liabilities	2,402,131			2,332,948			2,284,403			2,255,293			2,236,846

SHAREHOLDERS' EQUITY
Preferred stock	47,785			47,564			47,344			47,123			46,902
Common stock	153,107			84,777			82,499			79,855			77,055
Accumulated other comprehensive gain, net of tax	1,475			3,376			3,545			4,242			3,882
Retained earnings	70,735			63,584			59,500			56,281			51,070
Total shareholders’ equity	273,102			199,301			192,888			187,501			178,909
Total Liabilities and Shareholders’ Equity	$	2,675,233		$	2,532,249		$	2,477,291		$	2,442,794		$	2,415,755
Book Value Per Common Share	$	10.75		$	10.08		$	9.71		$	9.46		$	8.94
Shares of Common Stock Outstanding ⁽¹⁾	20,962,228			15,059,649			14,991,310			14,836,810			14,767,351

^{( 1)}Adjusted for stock dividends and retroactive application on shares outstanding

FIDELITY SOUTHERN CORPORATION

LOANS, BY CATEGORY

(UNAUDITED)



	June 30, 2013		March 31, 2013		December 31, 2012		September 30, 2012		June 30, 2012
					($ in thousands)
Commercial	$	507,407	$	517,203	$	509,243	$	500,232	$	481,513
SBA loans	131,795		126,435		121,428		102,482		101,167
Total Commercial and SBA Loans	639,202		643,638		630,671		602,714		582,680
Construction	100,955		94,651		89,924		94,468		96,797
Indirect loans	904,098		959,471		930,232		921,400		940,396
Installment loans	13,954		12,897		18,774		14,226		16,666
Total Consumer Loans	918,052		972,368		949,006		935,626		957,062
First Mortgage Loans	40,972		38,501		37,785		40,215		39,520
Second Mortgage Loans	76,791		68,105		69,645		72,162		70,145
Total Mortgage Loans	117,763		106,606		107,430		112,377		109,665
Loans	1,775,972		1,817,263		1,777,031		1,745,185		1,746,204

Loans Held-For-Sale:
Originated Residential Mortgage	309,175		281,839		253,108		212,714		164,144
SBA	10,842		14,102		20,986		16,945		20,191
Indirect Auto	35,000		30,000		30,000		30,000		30,000
Total Loans Held-For-Sale	355,017		325,941		304,094		259,659		214,335
Total Loans	$	2,130,989	$	2,143,204	$	2,081,125	$	2,004,844	$	1,960,539

Non-Covered Loans	$	1,691,258	$	1,743,092	$	1,699,892	$	1,648,678	$	1,632,015
Covered Loans	84,714		74,171		77,139		96,507		114,189
Loans Held-For-Sale	355,017		325,941		304,094		259,659		214,335
Total Loans	$	2,130,989	$	2,143,204	$	2,081,125	$	2,004,844	$	1,960,539

DEPOSITS, BY CATEGORY

(UNAUDITED)



	June 30, 2013		March 31, 2013		December 31, 2012		September 30, 2012		June 30, 2012
					($ in thousands)
Noninterest-Bearing Demand	$	433,565	$	384,869	$	383,559	$	354,070	$	345,063
Interest Bearing Deposits:
Interest-Bearing Demand / Money Market	653,172		632,542		638,582		604,124		618,269
Savings	313,716		331,505		329,223		310,835		338,983
Time Deposits $100,000 and Over	363,421		356,661		346,743		348,871		343,570
Other Time Deposits	303,990		310,581		314,675		326,471		332,185
Brokered Deposits	87,183		41,843		56,942		59,303		9,204
Total Deposits	$	2,155,047	$	2,058,001	$	2,069,724	$	2,003,674	$	1,987,274

FIDELITY SOUTHERN CORPORATION

ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

(UNAUDITED)



	Three Months Ended															Six Months Ended
	June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012			June 30, 2013			June 30, 2012
							($ in thousands)
Balance at Beginning of Period	$	33,910		$	33,982		$	31,476		$	27,205		$	29,282		$	33,982		$	27,956
Net Charge-Offs (Recoveries):
Commercial, Financial, and Agricultural	164			2,416			421			41			613			2,580			643
SBA	559			56			271			103			84			615			81
Real Estate Construction	40			118			(78		)	(31		)	1,607			158			2,974
Real Estate Mortgage	27			393			30			23			228			420			228
Consumer Installment	931			669			3,026			1,085			495			1,600			1,525
Total Net Charge-Offs	1,721			3,652			3,670			1,221			3,027			5,373			5,451
Provision for Loan Losses - Non-Covered Loans	500			3,450			4,666			2,500			950			3,950			4,700
Impairment Provision - Covered Loans	70			26			577			977			—			96			—
Indemnification - Covered Loans	550			104			933			2,015			—			654			—
Balance at End of Period	$	33,309		$	33,910		$	33,982		$	31,476		$	27,205		$	33,309		$	27,205

Ratio of Net Charge-Offs during the Period to Average Loans Outstanding, Net	0.40		%	0.86		%	0.81		%	0.27		%	0.71		%	0.63		%	0.71		%
Allowance for Loan Losses as a Percentage of Loans	1.86		%	1.86		%	1.92		%	1.80		%	1.55		%	1.86		%	1.55		%
Allowance for Loan Losses as a Percentage of Loans Excluding Covered Loans	1.96		%	1.95		%	2.01		%	1.91		%	1.65		%	1.96		%	1.65		%

NONPERFORMING ASSETS

(UNAUDITED)



	June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012
							($ in thousands)
Non-Covered Nonperforming Assets
Nonaccrual Loans	$	41,757		$	52,220		$	57,713		$	61,854		$	62,142
Repossessions	1,222			975			1,625			1,119			1,103
Other Real Estate	28,342			24,048			22,429			22,573			24,929
Total Non-Covered Nonperforming Assets	$	71,321		$	77,243		$	81,767		$	85,546		$	88,174
*** Includes SBA Guaranteed Amounts of Approximately	$	14,379		$	16,668		$	12,085		$	8,742		$	8,882
Non-Covered Loans Past Due 90 Days or More and Still Accruing	$	—		$	141		$	—		$	—		$	111
Non-Covered Loans 30-89 Days Past Due	$	6,197		$	12,152		$	5,028		$	7,077		$	5,214
Ratio of Non-Covered Loans Past Due 90 Days or More and Still Accruing to Total Non-Covered Loans	—		%	0.01		%	—		%	—		%	0.01		%
Ratio of Non-Covered Loans 30-89 Days Past Due to Total Non-Covered Loans	0.37		%	0.70		%	0.30		%	0.43		%	0.32		%
Ratio of Non-Covered Nonperforming Assets to Total Non-Covered Loans, ORE, and Repossessions	4.14		%	4.37		%	4.74		%	5.12		%	5.29		%
Covered Nonperforming Assets
Nonaccrual Loans	$	30,631		$	29,520		$	25,968		$	28,291		$	28,655
Other Real Estate	12,540			14,903			17,327			22,602			17,798
Covered Nonperforming Assets	$	43,171		$	44,423		$	43,295		$	50,893		46,453
Classified Assets
Classified Loans	$	101,919		$	112,036		$	114,857		$	121,556		$	122,280
ORE and Other Nonperforming Assets	42,104			39,926			41,381			46,294			43,830
Total Classified Assets	$	144,023		$	151,962		$	156,238		$	167,850		$	166,110



FIDELITY SOUTHERN CORPORATION
ANALYSIS OF INDIRECT LENDING
(UNAUDITED)

			Three Months Ended
			June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012
			($ in thousands)
Average loans outstanding			$	947,351		$	953,722		$	966,082		$	990,061		$	959,202
Past due loans:
	$ amount of indirect loans past due		$	1,360		$	1,159		$	1,262		$	1,095		$	922
	# of indirect loans past due		173			162			197			167			145
Net charge-offs			$	909		$	667		$	989		$	777		$	491
# of repossessed vehicles			181			151			181			162			150
Non-performing loans			$	594		$	872		$	982		$	550		$	778
30+ day performing delinquency rate ⁽¹⁾			0.14		%	0.12		%	0.14		%	0.11		%	0.10		%
Net charge-off rate ⁽²⁾			0.33		%	0.28		%	0.37		%	0.31		%	0.20		%
Average beacon score			755			742			747			751			752
Production by State:
	Alabama		$	16,576		$	16,847		$	14,322		$	18,261		$	16,575
	Arkansas		7,728			4,760			3,514			3,633			—
	North Carolina		18,750			15,226			11,828			14,088			14,810
	South Carolina		10,180			7,550			6,356			9,324			7,352
	Florida		72,676			67,243			59,782			66,264			67,470
	Georgia		38,203			42,218			34,484			41,182			42,196
	Mississippi		19,626			20,148			16,990			19,826			19,593
	Tennessee		19,347			14,858			8,674			13,817			16,568
	Virginia		10,339			8,601			6,241			8,882			9,212
		Total production by State	$	213,425		$	197,451		$	162,191		$	195,277		$	193,776
Outstanding by State:
	Alabama		8.89		%	9.22		%	9.29		%	9.34		%	9.16		%
	Arkansas		1.42		%	0.81		%	0.52		%	0.30		%	0.08		%
	North Carolina		8.37		%	8.31		%	8.41		%	8.54		%	8.78		%
	South Carolina		3.26		%	2.99		%	2.94		%	2.93		%	2.72		%
	Florida		33.07		%	33.41		%	33.40		%	32.89		%	32.80		%
	Georgia		25.76		%	27.11		%	28.45		%	29.69		%	30.79		%
	Mississippi		7.92		%	7.50		%	6.81		%	6.11		%	5.58		%
	Tennessee		8.19		%	7.95		%	7.85		%	8.11		%	8.42		%
	Virginia		3.12		%	2.70		%	2.33		%	2.09		%	1.67		%
		Total outstanding serviced by State	100.00		%	100.00		%	100.00		%	100.00		%	100.00		%
Loan sales			$	152,418		$	58,073		$	48,166		$	106,200		$	46,300
Yield			3.85		%	4.00		%	4.06		%	4.17		%	4.34		%

⁽¹⁾	Calculated by dividing 30+ day performing delinquent loans as of the end of the period by period-end loans held for investment for the specified loan category.
⁽²⁾	Calculated by dividing annualized net charge-offs for the period by average loans held for investment during the period for the specified loan category.


INDIRECT LENDING ACTIVITIES
(UNAUDITED)


			Three Months Ended
			June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012
									(in thousands)
Servicing income, net			$	1,012		$	834		$	926		$	828		$	827
Marketing gain, net			1,769			812			551			1,336			783
Total indirect lending activities			$	2,781		$	1,646		$	1,477		$	2,164		$	1,610



FIDELITY SOUTHERN CORPORATION
ANALYSIS OF MORTGAGE LENDING
(UNAUDITED)

			Three Months Ended
			June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012
			($ in thousands)
Average loans outstanding			$	297,024		$	284,910		$	257,740		$	225,912		$	161,890
Average servicing outstanding			$	3,239,672		$	2,817,771		$	2,425,493		$	2,022,906		$	1,708,261
% of loan production for purchases			58.30		%	36.78		%	34.45		%	45.59		%	55.38		%
% of loan production for refinance loans			41.70		%	63.22		%	65.55		%	54.41		%	44.62		%
Production by State:
	Georgia		$	427,815		$	392,749		$	498,542		$	401,943		$	305,117
	Florida		24,025			15,862			16,895			14,902			9,894
	Virginia		167,099			111,126			126,901			64,500			17,454
	Total retail		618,939			519,737			642,338			481,345			332,465
	Wholesale		165,022			136,508			150,648			136,120			139,341
		Total production	$	783,961		$	656,245		$	792,986		$	617,465		$	471,806
Loan sales			$	756,224		$	634,074		$	701,018		$	569,038		$	405,647
Yield			3.15		%	3.43		%	3.58		%	3.69		%	4.03		%



MORTGAGE BANKING ACTIVITIES
(UNAUDITED)

			Three Months Ended
			June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012
									(in thousands)
Servicing income, net			$	9,507		$	7,836		$	7,298		$	2,688		$	1,969
Marketing gain, net			6,439			6,507			7,476			8,405			5,818
Origination points and fees			4,212			3,452			3,879			3,662			3,053
Total mortgage banking activities			$	20,158		$	17,795		$	18,653		$	14,755		$	10,840


Non-cash items:
Capitalized MSR, net			$	5,934		$	4,467		$	4,991		$	3,586		$	2,881
Valuation on MSR			1,551			1,609			702			(2,138		)	(1,953		)
Mark to market adjustments			(6,634		)	(2,345		)	(3,810		)	3,454			2,561
Total non-cash items			$	851		$	3,731		$	1,883		$	4,902		$	3,489

FIDELITY SOUTHERN CORPORATION

AVERAGE BALANCE, INTEREST AND YIELDS

(UNAUDITED)



	SIX MONTHS ENDED
	June 30, 2013							June 30, 2012
	Average			Income/		Yield/		Average			Income/		Yield/
	Balance			Expense		Rate		Balance			Expense		Rate
Assets						($ in thousands)
Interest-earning assets:
Loans, net of unearned income:
Taxable	$	2,116,925		$	46,785	4.46	%	$	1,828,287		$	45,572	5.00	%
Tax-exempt ⁽¹⁾	6,959			167		4.84	%	4,870			102		4.28	%
Total loans	2,123,884			46,952		4.46	%	1,833,157			45,674		5.00	%
Investment securities:
Taxable	148,940			1,594		2.16	%	200,152			2,294		2.29	%
Tax-exempt ⁽²⁾	17,195			529		6.20	%	19,053			609		6.39	%
Total investment securities	166,135			2,123		2.58	%	219,205			2,903		2.66	%
Interest-bearing deposits	39,554			18		0.09	%	20,941			22		0.21	%
Federal funds sold	1,044			—		0.05	%	894			—		0.06	%
Total interest-earning assets	2,330,617			49,093		4.37	%	2,074,197			48,599		4.71	%
Noninterest-earning:
Cash and due from banks	14,107							22,234
Allowance for loan losses	(33,462		)					(28,160		)
Premises and equipment, net	39,515							31,359
Other real estate	38,899							31,707
Other assets	134,409							109,573
Total assets	$	2,524,085						$	2,240,910
Liabilities and shareholders’ equity
Interest-bearing liabilities:
Demand deposits	$	624,179		$	841	0.28	%	$	551,785		$	749	0.27	%
Savings deposits	324,552			706		0.44	%	366,822			544		0.30	%
Time deposits	721,348			3,680		1.03	%	649,992			4,372		1.35	%
Total interest-bearing deposits	1,670,079			5,227		0.63	%	1,568,599			5,665		0.73	%
Federal funds purchased	46,308			174		0.76	%	11,691			49		0.84	%
Securities sold under agreements to repurchase	13,043			9		0.15	%	13,512			16		0.22	%
Other short-term borrowings	107,915			484		0.90	%	51,028			362		1.43	%
Subordinated debt	67,527			1,735		5.18	%	67,527			2,271		6.77	%
Long-term debt	6,133			12		0.41	%	36,017			439		2.45	%
Total interest-bearing liabilities	1,911,005			7,641		0.81	%	1,748,374			8,802		1.01	%
Noninterest-bearing:
Demand deposits	386,460							282,909
Other liabilities	20,532							38,491
Shareholders’ equity	206,088							171,136
Total liabilities and shareholders’ equity	$	2,524,085						$	2,240,910
Net interest income/spread				$	41,452	3.56	%				$	39,797	3.70	%
Net interest margin						3.59	%						3.86	%

⁽¹⁾ Interest income includes the effect of taxable-equivalent adjustment for 2013 and 2012 of $58,500 and $36,500, respectively.

⁽²⁾ Interest income includes the effect of taxable-equivalent adjustment for 2013 and 2012 of $185,100 and $215,800, respectively.

FIDELITY SOUTHERN CORPORATION

AVERAGE BALANCE, INTEREST AND YIELDS

(UNAUDITED)



	THREE MONTHS ENDED
	June 30, 2013							June 30, 2012
	Average			Income/		Yield/		Average			Income/		Yield/
	Balance			Expense		Rate		Balance			Expense		Rate
Assets						($ in thousands)
Interest-earning assets:
Loans, net of unearned income:
Taxable	$	2,142,852		$	22,883	4.28	%	$	1,876,094		$	22,868	4.90	%
Tax-exempt ⁽¹⁾	8,065			102		5.07	%	4,839			53		4.45	%
Total loans	2,150,917			22,985		4.29	%	1,880,933			22,921		4.90	%
Investment securities:
Taxable	153,860			745		1.94	%	179,751			989		2.20	%
Tax-exempt ⁽²⁾	16,502			253		6.14	%	19,003			303		6.39	%
Total investment securities	170,362			998		2.35	%	198,754			1,292		2.61	%
Interest-bearing deposits	56,566			15		0.11	%	7,756			4		0.21	%
Federal funds sold	1,203			—		0.05	%	778			—		0.06	%
Total interest-earning assets	2,379,048			23,998		4.05	%	2,088,221			24,217		4.66	%
Noninterest-earning:
Cash and due from banks	14,250							27,367
Allowance for loan losses	(33,264		)					(28,282		)
Premises and equipment, net	41,126							33,254
Other real estate	39,014							34,058
Other assets	137,859							111,257
Total assets	$	2,578,033						$	2,265,875
Liabilities and shareholders’ equity
Interest-bearing liabilities:
Demand deposits	$	627,892		$	423	0.27	%	$	566,587		$	352	0.25	%
Savings deposits	318,804			329		0.41	%	356,457			252		0.28	%
Time deposits	729,995			1,848		1.02	%	636,472			2,054		1.31	%
Total interest-bearing deposits	1,676,691			2,600		0.62	%	1,559,516			2,658		0.69	%
Federal funds purchased	35,625			67		0.76	%	22,910			48		0.83	%
Securities sold under agreements to repurchase	14,573			5		0.14	%	10,967			7		0.21	%
Other short-term borrowings	131,891			191		0.58	%	64,478			198		1.24	%
Subordinated debt	67,527			868		5.15	%	67,527			1,132		6.75	%
Long-term debt	10,000			10		0.41	%	25,028			152		2.44	%
Total interest-bearing liabilities	1,936,307			3,741		0.77	%	1,750,426			4,195		0.96	%
Noninterest-bearing:
Demand deposits	402,878							299,702
Other liabilities	21,357							42,227
Shareholders’ equity	217,491							173,520
Total liabilities and shareholders’ equity	$	2,578,033						$	2,265,875
Net interest income/spread				$	20,257	3.28	%				$	20,022	3.70	%
Net interest margin						3.42	%						3.86	%

⁽¹⁾ Interest income includes the effect of taxable-equivalent adjustment for 2013 and 2012 of $22,800 and $17,700, respectively.

⁽²⁾ Interest income includes the effect of taxable-equivalent adjustment for 2013 and 2012 of $96,600 and $103,700, respectively.

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