SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM 10-K
[ X ] Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (fee required)
For the fiscal year ended: June 30, 1998
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (no fee required)
For the Transaction period from ____ to _____.
_________________________________
Commission File No. 0-22880
Fidelity Federal Bancorp
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(Exact name of registrant as specified in its charter)
Indiana 35-1894432
- ---------------------------- -------------------
(State of other jurisdiction (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
700 S. Green River Road, Suite 2000, PO Box 5584, Evansville, Indiana 47715
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code (812) 469-2100
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Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, $1 Stated Value
-----------------------------
(Title of Class)
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's 1998 Annual Report to Stockholders for the year
ended June 30, 1998 are incorporated by reference into Part II.
Exhibit index is on page 29
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 past preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained to the best of
Registrant's knowledge, in the definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K. [X]
The aggregate market value of voting stock held by non-affiliates of the
Registrant (for purposes of such calculation, includes persons who are not
directors, executive officers, or holders of more than 10% of the registrant's
common stock) based on the average bid and asked prices of such stock at
September 17, 1998 was approximately $8,056,148.
Indicated below is the number of shares outstanding of each of the registrant's
classes of common stock as of September 17, 1998.
Common Stock - 3,127,208 shares
<PAGE>
FIDELITY FEDERAL BANCORP
Index
PART I
Page
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ITEM 1 - Business 3
ITEM 2 - Properties 12
ITEM 3 - Legal Proceedings 13
ITEM 4 - Submission of Matters to a Vote of Security Holders 13
PART II
ITEM 5 - Market for Registrant's Common Equity
and Related Stockholder Matters 13
ITEM 6 - Selected Financial Data 13
ITEM 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 13
ITEM 8 - Financial Statements and Supplementary Data 13
Consolidated Balance Sheet 13
Consolidated Statement of Income 13
Consolidated Statement of Stockholders' Equity 13
Consolidated Statement of Cash Flows 13
Notes to Consolidated Financial Statements 13
Report of Independent Auditors 13
ITEM 9 - Changes in and Disagreements with Accountants
on Accounting and Financial Disclosures 13
PART III
ITEM 10 - Directors and Executive Officers of the Registrant 14
ITEM 11 - Executive Compensation 15
ITEM 12 - Security Ownership of Certain Beneficial
Owners and Management 22
ITEM 13 - Certain Relationships and Related Transactions 24
PART IV
ITEM 14 - Exhibits, Financial Statement Schedules and Reports
on Form 8-K 26
SIGNATURES 28
2
<PAGE>
PART I
------
ITEM 1. BUSINESS
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain matters discussed in this Annual Report on Form 10-K are
"forward-looking statements" intended to qualify for the safe harbors from
liability established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such because the
context of the statement will include words such as the Company "believes",
"anticipates", "expects", "estimates" or words of similar import. Similarly,
statements that describe the Company's future plans, objectives or goals are
also forward-looking statements. Such forward-looking statements are subject to
certain risks and uncertainties which are described inclose proximity to such
statements and which could cause actual results to differ materially from those
anticipated as of the date of this report. Shareholders, potential investors and
other readers are urged to consider these factors in evaluating the
forward-looking statements and are cautioned not to place undue reliance on such
forward-looking statements. The forward-looking statements included herein are
only made as of the date of this report and the Company undertakes no obligation
to publicly update such forward-looking statements to reflect subsequent events
or circumstances.
OVERVIEW
Fidelity Federal Bancorp (the "Company") formed in 1993, is a corporation
organized under the laws of the State of Indiana and is a registered savings and
loan holding company, with its principal office in Evansville, Indiana. The
Company's savings and loan subsidiary, United Fidelity Bank, fsb (the "Savings
Bank"), organized in 1914, is a federally-chartered stock savings bank located
in Evansville, Indiana. In 1992, the Board of Directors developed and began
implementation of a new business plan for the Savings Bank to improve the
financial performance of the organization. The key elements of this business
plan included: (i) the formation of a holding company to provide financial
flexibility and to develop and engage in nonbanking businesses; (ii) the
formation of an affordable housing group to engage in real estate development,
management and financing of affordable housing projects; and (iii) the growth of
assets through the origination and acquisition of loans. After the
implementation of the business plan, the holding company as well as an
affordable housing group, consisting of three nonbank subsidiaries of the
Savings Bank, was formed. Revenue generated from affordable housing activities
increased dramatically and significant asset growth was achieved, also resulting
in higher revenues. To conserve capital, the Company slowed its growth in fiscal
1996 and positioned the Company to reduce debt, increase core deposits, sell
loans, and use the proceeds to fund new loan production. During fiscal 1996 the
Company encountered increasing competition in the affordable housing group
activities. As a result the Company reevaluated its business plan in fiscal 1997
and closed its Indianapolis, Indiana real estate development office. This
process was completed in the fourth quarter of fiscal 1997. As a result of this,
Village Community Development Corporation, reduced and then subsequently
eliminated its activities. Due to the increased competition in the affordable
housing segment mentioned above and a change in the business plan, the Company
initiated a cost reduction program in the third quarter of fiscal 1997 which was
completed early in the fourth quarter. The cost reduction program called for the
Company to work toward achieving optimum efficiency within its operating units
by eliminating duplicative and less profitable activities. During fiscal 1998
the Office of Thrift Supervision ("OTS"), performed an examination on the
Company's savings bank, United Fidelity Bank and the Parent Company, Fidelity
Federal Bancorp. During the examination the OTS used a different methodology to
compute the allowance for loan losses and to establish reserves for letters of
credit in connection with the Section 42 projects than the methodology
previously used by the Company to compute these estimates. The OTS's methodology
was accepted by management and resulted in an additional provision for loan
losses of $3.6 million and a letter of credit valuation allowance of $6.8
million. The Company is pursuing a plan to refinance its Section 42 projects
which, if successful, could result in the reversal of a portion of these
charges. The availability of such refinancing depends upon numerous factors,
including among other things, interest rates, third-party appraisals and the
occupancy levels in the Section 42 projects. The Company continues toward
increasing the profitability of core banking activities and to increase earnings
in the subsidiaries.
The Company, through its savings bank subsidiary, is engaged in the
business of obtaining funds in the form of savings deposits and other borrowings
and investing such funds in consumer loans, multi-family loans, commercial
loans, and mortgage loans, primarily owner occupied one-to-four family homes
located in Indiana, and in investment and money market securities. The Company
had engaged previously in the business of financing, owning, developing,
building, renting and managing affordable housing projects through its Savings
3
<PAGE>
Bank wholly-owned subsidiaries, Village Management Corporation, Village
Community Development Corporation and Village Housing Corporation (collectively,
the "Affordable Housing Group"). The Affordable Housing Group structures and
participates in multifamily housing developments which have been granted tax
credits pursuant to Section 42 of the Internal Revenue Code of 1986, as amended
(the "Code") and tax-exempt bond financed developments. Village Housing
Corporation, as general partner to limited partnerships which own the
developments, receives a percentage interest in the profits, losses and tax
credits during the life of the project and receives a percentage of the annual
cash flow and residual (sale or refinancing) proceeds during operation and at
disposition or refinancing of the developments, respectively. Village Community
Development Corporation, as contractor and developer, received construction and
development fees as the project is completed. Village Management Corporation, as
manager of the completed project, receives a fee based on a percentage of rental
payments received from the project's tenants. As part of Village Management's
duties as project manager, it monitors compliance with the requirements of the
Code to prevent recapture of all or a portion of the tax credits or forfeiture
of the tax-exempt status of the bonds which would occur if certain tenant
eligibility and rent restriction requirements were violated. The Company remains
active in the Village Housing Corporation and Village Management Corporation,
however, Village Community Development Corporation has discontinued its
activities. Village Capital Corporation ("VCC"), another subsidiary of the
Savings Bank has packaged loan requests for developers of multifamily
residential real estate projects eligible for federal tax credits and tax exempt
financing. While most of the loans packaged to date have been referred to the
Savings Bank for origination, VCC also packages loan transactions for other
lenders, if the opportunity arises. VCC has earned fees by providing real estate
mortgage banking and consulting services to unaffiliated borrowers. The Savings
Bank, as lender, can earn points and interest on loans made to developers. The
Savings Bank's credit decisions are subject to applicable OTS restrictions on
loans of this type.
The final subsidiary of the Savings Bank, Village Insurance Corporation, is
engaged in the business of selling credit life insurance, as well as accident
and health insurance, to the Savings Bank's loan customers.
A second subsidiary of the Company, Village Securities Corporation, a
discount brokerage service, began operations in July 1997.
Finally a third subsidiary, Village Affordable Housing Corporation was
formed in fiscal 1998, but is not yet operational. This company was formed to
hold an interest in a housing partnership that was initially financed by United
Fidelity Bank.
The Company had consolidated total assets of $197.0 million and total
shareholders' equity of $7.5 million as of June 30, 1998.
The Company's subsidiaries at June 30, 1998, are listed below:
<TABLE>
<CAPTION>
SUBSIDIARY PRINCIPAL OFFICE YEAR ORGANIZED ASSETS (in thousands)
<S> <C> <C> <C>
1. United Fidelity Bank, fsb Evansville, IN 1914 $190,000
Subsidiaries of United Fidelity Bank, fsb:
Village Capital Corporation Evansville, IN 1994 1,113
Village Insurance Corporation Evansville, IN 1980 75
Village Management Corporation Evansville, IN 1992 308
Village Community Development
Corporation Evansville, IN 1992 5,340
Village Housing Corporation Evansville, IN 1992 4,072
2. Village Securities Corporation Evansville, IN 1994 122
3. Village Affordable Housing Corporation Evansville, IN 1998 1
</TABLE>
The Company's home office is located at 700 S. Green River Road, Suite
2000, Evansville, Indiana, 47715 and its telephone number is (812) 469-2100.
4
<PAGE>
COMPETITION
The Company and the Savings Bank faces strong direct competition for
deposits, loans and other financial-related services. The Savings Bank competes
in Indiana, Kentucky and Illinois with the other thrifts, commercial banks,
credit unions, stockbrokers, finance companies and insurance companies. Some of
these competitors are local, while others are statewide or national. The Savings
Bank competes for deposits principally by offering depositors a variety of
deposit programs, convenient office locations, hours and other services, and for
loan originations primarily through competitive interest rates and fees, the
efficiency and quality of service provided and the variety of loan products
offered. Some of the non-bank financial institutions and financial services
organizations with which the Savings Bank competes are not subject to the same
degree of regulation as that imposed on federal savings banks, thrifts, or
thrift-holding companies. As a result, such competitors may have advantages over
the Savings Bank in providing certain services. As of September 30, 1998,
approximately 4 banks, 3 thrifts, and 12 credit unions operated in the
Evansville, Indiana metropolitan area, which is the Savings Bank's principal
deposit market area. The Savings Bank is currently the second largest thrift in
this market. Many competitors are substantially larger or have significantly
greater capital resources than the Savings Bank. Due to recently enacted
legislation to allow unlimited interstate branching, the Company and the Savings
Bank may experience heightened competition from existing competitors and other
major financial institutions seeking to expand their regional banking presence
in Indiana. The Company has discontinued development activities pertaining to
the affordable housing industry and multifamily development in part because of
increased levels of competition.
REGULATION OF THE COMPANY
The Company is a savings and loan holding company within the meaning of the
Home Owners' Loan Act of 1933 ("HOLA"), as amended. The Company is registered
with the Office of Thrift Supervision ("OTS") and is subject to OTS regulations,
examinations, supervision and reporting requirements. As a subsidiary of a
savings and loan holding company, the Savings Bank is subject to certain
restrictions in its dealings with the Company and with other companies
affiliated with the Company.
The HOLA generally prohibits a savings and loan holding company, without
prior approval of the Director of the OTS, from (i) acquiring control of any
other savings association or savings and loan holding company or controlling the
assets thereof; or (ii) acquiring or retaining more than 5% of the voting shares
of a savings association or holding company thereof which is not a subsidiary of
such savings and loan holding company. Except with the prior approval of the
Director of the OTS, no director or officer of a savings and loan holding
company or person owning or controlling by proxy or otherwise more than 25% of
such company's stock, may also acquire control of any savings association, other
than a subsidiary association, or any other savings and loan holding company.
The Company operates as a unitary savings and loan holding company. There
are generally no restrictions on the activities of a unitary savings and loan
holding company. However, if the Director of the OTS determines that there is
reasonable cause to believe that the continuation by a savings and loan holding
company of an activity constitutes a serious risk to the financial safety,
soundness, or stability of its subsidiary savings association, the Director of
the OTS may impose such restrictions as deemed necessary to address such risk
and limit (i) payment of dividends by the savings association, (ii) transactions
between the savings association and its affiliates, and (iii) any activities of
the savings association that might create a serious risk that the liabilities of
the holding company and its affiliates may be imposed on the savings
association.
Notwithstanding the above rules as to permissible business activities of
unitary savings and loan holding companies, if the savings association
subsidiary of such a holding company fails to meet the Qualified Thrift Lender
Test ("QTL test"), as discussed below, then such unitary holding company would
become subject to the activities restrictions applicable to multiple savings and
loan holding companies. Additional restrictions on the savings association's
ability to obtain advances from the FHLB also apply.
If the Company were to acquire control of another savings association,
other than through merger or other business combinations with the Savings Bank,
the Company would thereupon become a multiple savings and loan holding company.
Except where such acquisition is pursuant to the authority of the OTS to approve
5
<PAGE>
emergency thrift acquisitions and where each subsidiary savings association
meets the QTL test, the activities of the Company and any of its subsidiaries
(other than the Savings Bank or other subsidiary savings associations) would
thereafter be subject to further restrictions. The HOLA provides that, among
other things, no multiple savings and loan holding company or subsidiary thereof
which is not a savings association shall commence or continue for a limited
period of time after becoming a multiple savings and loan holding company or
subsidiary thereof, any business activity other than (i) furnishing or
performing management services for a subsidiary savings association, (ii)
conducting an insurance agency or escrow business, (iii) holding, managing or
liquidating assets owned by or acquired from a subsidiary savings association,
(iv) holding or managing properties used or occupied by a subsidiary savings
association, (v) acting as trustee under deeds of trust, (vi) those activities
previously directly authorized by regulation as of March 5, 1987, to be engaged
in by multiple savings and loan holding companies, or (vii) those activities
authorized by regulation of the FRB as permissible for bank holding companies,
unless the Director of the OTS by regulation prohibits or limits such activities
for savings and loan holding companies. Those activities described in (vii)
above must also be approved by the Director of the OTS prior to being engaged in
by a multiple savings and loan holding company.
The Director of the OTS may also approve acquisitions resulting in the
formation of a multiple savings and loan holding company which controls savings
associations in more than one state, if the multiple savings and loan holding
company involved controls a savings association which operated a home or branch
office in the state of the association to be acquired as of March 5, 1987, or if
the laws of the state in which the association to be acquired is located
specifically permit associations to be acquired by state-chartered associations
or savings and loan holding companies located in the state where the acquiring
entity is located (or by a holding company that controls such state-chartered
savings associations). The Director of the OTS may also approve an acquisition
resulting in a multiple savings and loan holding company controlling savings
associations in more than one state in the case of certain emergency thrift
acquisitions.
Indiana law permits federal and state savings association holding companies
with their home offices located outside of Indiana to acquire savings
associations whose home offices are located in Indiana and savings and loan
holding companies with their principal place of business in Indiana ("Indiana
Savings and Loan Holding Companies") upon receipt of approval by the Indiana
Department of Financial Institutions. Moreover, Indiana Savings and Loan Holding
Companies may acquire savings associations with their home offices located
outside of Indiana and savings association holding companies with their
principal place of business located outside of Indiana upon receipt of approval
by the Indiana Department of Financial Institutions.
Subject to certain exceptions, commonly controlled banks and savings
associations must reimburse the Federal Deposit Insurance Corporation ("FDIC")
for any losses suffered in connection with a failed bank or savings association
affiliate. Institutions are commonly controlled if one is owned by another or if
both are owned by the same holding company. Such claims by the FDIC under this
provision are subordinate to claims of depositors, secured creditors, and
holders of subordinated debt, other than affiliates.
SAVINGS BANK REGULATION
General. As a federally chartered, SAIF-insured savings association, the
Savings Bank is subject to extensive regulation by the OTS and the FDIC. The OTS
periodically examines the books and records of the Savings Bank and, in
conjunction with the FDIC in certain situations, has examination and enforcement
powers. This supervision and regulation are intended primarily for the
protection of depositors and federal deposit insurance funds.
The Savings Bank is also subject to federal and state regulation as to such
matters as loans to officers, directors, or principal shareholders, required
reserves, limitations as to the nature and amount of its loans and investments,
regulatory approval of any merger or consolidation, issuance or retirements of
its securities, and limitations upon other aspects of banking operations. In
addition, its activities and operations are subject to a number of additional
detailed, complex and sometimes overlapping federal and state laws and
regulations. These include state usury and consumer credit laws, state laws
relating to fiduciaries, the Federal Truth-In-Lending Act and Regulation Z, the
Federal Equal Credit Opportunity Act and Regulation B, the Fair Credit Reporting
Act, the Community Reinvestment Act, anti-redlining legislation and antitrust
laws.
In May 1998 the United States House of Representatives passed financial
reform legislation. The legislation is intended to break down barriers between
banking, securities and insurance activities, while continuing to restrict
commercial activity by banks. The bill also restricts the potential acquirers of
unitary thrift holding
6
<PAGE>
companies. The Senate and the House must still agree on various aspects of the
legislation and therefore, no assurance can be given as to whether or in what
form the legislation will be enacted or its effect on the Company and the
Savings Bank. Any changes in legislation or regulations, whether by legislation
or regulatory action, could have a material impact on the Savings Bank and its
operations. Neither the Company nor the Savings Bank can predict what, if any,
future actions may be taken by legislative or regulatory authorities or what
impact any such actions may have on the operations of the Company or the Savings
Bank.
Qualified Thrift Lender Requirement. In order for the Savings Bank to
exercise the powers granted to federally-chartered savings associations and
maintain full access to FHLB advances, it must be a "qualified thrift lender"
("QTL"). A savings association is a QTL if its qualified thrift investments
equal or exceed 65% of the savings association's portfolio assets on a monthly
basis in 9 out of every 12 months. Qualified thrift investments generally
consist of (i) various housing related loans and investments (such as
residential construction and mortgage loans, home improvement loans,
manufactured housing loans, home equity loans and mortgage-backed securities),
(ii) certain obligations of the FSLIC, the FDIC, the FSLIC Resolution Fund and
the Resolution Trust Corporation (for limited periods), and (iii) shares of
stock issued by any Federal Home Loan Bank, the Federal Home Loan Mortgage
Corporation or the Federal National Mortgage Association. At June 30, 1998, the
qualified thrift investment percentage test for the Savings Bank was 93.40%.
Liquidity. Under applicable federal regulations, savings associations are
required to maintain an average daily balance of liquid assets (including cash,
certain time deposits, certain banker's acceptances, certain corporate debt
securities and highly rated commercial paper, securities of certain mutual funds
and specified United States government, state or federal agency obligations) of
not less than 4% of the average daily balance of the savings association's net
withdrawable deposits plus short-term borrowing during the preceding calendar
month. Under HOLA, this liquidity requirement may be changed from time to time
by the Director of the OTS to any amount within the range of 4% to 10%,
depending upon economic conditions and the deposit flows of member associations.
At June 30, 1998, the Savings Bank was in compliance with these liquidity
requirements, at 6.70%.
Loans-to-One-Borrower Limitations. HOLA generally requires savings
associations to comply with the loans-to-one-borrower limitations applicable to
national banks. In general, national banks may make loans to one borrower in
amounts up to 15% of the bank's unimpaired capital and surplus, plus an
additional 10% of capital and surplus for loans secured by readily marketable
collateral. At June 30, 1998, the Savings Bank's loan-to-one-borrower limitation
was approximately $3.0 million and no loans to a single borrower exceeded that
amount, except as provided herein. Under certain conditions, a savings
association may make loans to one borrower for residential housing developments
in amounts up to 30% of the bank's unimpaired capital and surplus provided that
all loans made in reliance upon the increased lending limit do not, in the
aggregate, exceed 150% of the bank's unimpaired capital and surplus. At June 30,
1998, the Savings Bank had made $12.3 million in such loans under this higher
lending limit.
Commercial Real Property Loans. HOLA limits the aggregate amount of
commercial real estate loans that a federal savings association may make to an
amount not in excess of 400% of the savings association's capital.
Limitation on Capital Distributions. The OTS regulations impose limitations
on capital distributions by savings associations. Under the rule, a savings
association is classified as a tier 1 institution, a tier 2 institution, or a
tier 3 institution, depending on its level of regulatory capital both before and
after giving effect to a proposed capital distribution. A tier 1 institution may
generally make capital distributions in any calendar year up to 100% of its net
income to date during the calendar year plus the amount that would reduce by
one-half its "surplus capital ratio" (i.e., the percentage by which the
association's capital-to-assets ratio exceeds the ratio of its capital
requirements to its assets) at the beginning of the calendar year. No regulatory
approval of the capital distribution is required, but prior notice must be given
to the OTS. Restrictions exist on the ability of tier 2 and tier 3 institutions
to make capital distributions. Also, the OTS may prohibit any capital
distribution otherwise permitted if such distribution would constitute an unsafe
or unsound practice, such as a proposed distribution by an institution whose
capital is decreasing because of substantial losses or by an institution that is
in need of more than normal supervision.
Insurance of Deposits.
Deposit Insurance. The FDIC is an independent federal agency that insures
the deposits, up to prescribed statutory limits, of banks and thrifts and
safeguards the safety and soundness of the banking and thrift industries.
7
<PAGE>
The FDIC administers two separate insurance funds, the Bank Insurance Fund (the
"BIF") for commercial banks and state savings banks and the SAIF for savings
associations such as the Savings Bank. The FDIC is required to maintain
designated levels of reserves in each fund.
Assessments. The FDIC is authorized to establish separate annual assessment
rates for deposit insurance for members of the BIF and members of the SAIF. The
FDIC may increase assessment rates for either fund if necessary to restore the
fund's ratio of reserves to insured deposits to the target level within a
reasonable time and may decrease these rates if the target level has been met.
The FDIC has established a risk-based assessment system for both SAIF and BIF
members. Under this system, assessments vary depending on the risk the
institution poses to its deposit insurance fund. An institution's risk level is
determined based on its capital level and the FDIC's level of supervisory
concern about the institution.
On September 30, 1996, President Clinton signed into law legislation which
included provisions designed to recapitalize the SAIF and eliminate the
significant premium disparity between the BIF and the SAIF. Under the new law,
the Savings Banks was charged a one-time special assessment equal to $.657 per
$100 in assessable deposits at March 31, 1995. The Savings Bank recognized this
one-time assessment as a non-recurring operating expense of $1,040,000 ($628,000
after tax) during the three-month period ending September 30, 1996, and paid
this assessment on November 27, 1996. The assessment was fully deductible for
both federal and state income tax purposes. Beginning January 1, 1997, annual
deposit insurance premiums between $0.00 and $0.27 per $100 of deposits are in
effect, based on the assessment determined in accordance with the
risk-assessment system discussed above. The Savings Bank most recently paid
$0.03 per $100 of deposits to comply with this assessment. BIF institutions pay
lower assessments than comparable SAIF institutions because BIF institutions pay
only 20% of the rate being paid by SAIF institutions on their deposits with
respect to obligations issued by the federally-chartered corporation which
provided some of the financing to resolve the thrift crisis in the 1980's
("FICO"). The 1996 law also provides for the merger of the SAIF and the BIF by
1999, but not until such time as bank and thrift charters are combined. Until
the charters are combined, savings associations with SAIF deposits may not
transfer deposits into the BIF system without paying various exit and entrance
fees, and SAIF institutions will continue to pay higher FICO assessments. Such
exit and entrance fees need not be paid if a SAIF institution converts to a bank
charter or merges with a bank, as long as the resulting bank continues to pay
applicable insurance assessments to the SAIF, and as long as certain other
conditions are met.
Community Reinvestment Act. Ratings of depository institutions under the
Community Reinvestment Act of 1977 ("CRA") must be disclosed. The disclosure
includes both a four-tier descriptive rating using terms such as "outstanding,"
"satisfactory," "needs to improve," or "substantial non-compliance" and a
written evaluation of each institution's performance. The Savings Bank received
a satisfactory rating from the OTS in its most recent CRA examination. Also, the
FHLB is required to adopt regulations establishing standards of community
investment and service for members of the FHLB System to meet to be eligible for
long-term advances. Those regulations are required to take into account a
savings association's CRA record and the member's record of lending to
first-time home buyers. The Savings Bank intends to maintain its record of
community lending and to meet or exceed the applicable CRA standards.
Brokered Deposits. Pursuant to the FDIC regulations, well-capitalized
institutions are subject to no brokered deposits limitations, while adequately
capitalized institutions are able to accept, renew or rollover brokered deposit
only (i) with a waiver from the FDIC, and (ii) subject to certain restrictions
on payment of rates. Undercapitalized institutions are not permitted to accept
brokered deposits and may not solicit deposits by offering an effective yield
that significantly exceeds the prevailing effective yields on insured deposits
of comparable maturity in the institution's normal market area or in which such
deposits are being solicited.
Enforcement. The OTS has primary enforcement responsibility over savings
associations and has the authority to bring enforcement action against all
"institution-affiliated parties," including stockholders, and any attorneys,
appraisers and accountants who knowingly or recklessly participate in wrongful
action likely to have an adverse effect on an insured institution. Civil
penalties cover a wide range of violations and actions and range up to $25,000
per day unless a finding of reckless disregard is made, in which case penalties
may be as high as $1 million per day. In addition, regulators are provided with
far greater flexibility to impose enforcement action on an institution that
fails to comply with its regulatory requirements, particularly with respect to
the capital requirements. Possible enforcement action ranges from the imposition
of a capital directive to receivership, conservatorship or the termination of
deposit insurance. The FDIC has the authority to recommend to the Director of
OTS that enforcement action to be taken with respect to a particular savings
institution. If action is not taken by the Director, the FDIC has authority to
take such action under certain
8
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circumstances.
Standards for Safety and Soundness. In 1995 the federal banking agencies
prescribed for all insured depository institutions safety and soundness
standards in the form of guidelines, relating to internal controls, information
systems and audit systems, loan documentation, credit underwriting, interest
rate risk exposure, asset quality and growth, earnings, and compensation, fees
and benefits. If an insured depository institution fails to meet any of the
standards described above, it will be required to submit to the appropriate
federal banking agency a plan specifying the steps that will be taken to cure
the deficiency. If an institution fails to submit an acceptable plan or fails to
implement the plan, the appropriate federal banking agency will require the
institution to comply with the restrictions applicable under the prompt
corrective action provisions of the Federal Deposit Insurance Act.
Real Estate Lending Standards. OTS regulations require savings associations
to establish and maintain written internal real estate lending policies. Each
association's lending policies must be consistent with safe and sound banking
practices and appropriate to the size of the association and the nature and
scope of its operations. The policies must establish loan portfolio
diversification standards; establish prudent underwriting standards, including
loan-to-value limits that are clear and measurable; establish loan
administration procedures for the association's real estate portfolio; and
establish documentation, approval, and reporting requirements to monitor
compliance with the association's real estate lending policies. The
association's written real estate lending policies must be reviewed and approved
by the association's Board of Directors at least annually. Further, each
association is expected to monitor conditions in its real estate market to
ensure that its lending policies continue to be appropriate for current market
conditions.
Prompt Corrective Regulatory Action. The Federal Deposit Insurance Act
("FDI Act") establishes a system of prompt corrective action to resolve the
problems of undercapitalized institutions. Under this system, the banking
regulators are required to take certain supervisory actions against
undercapitalized institutions, the severity of which depends upon the
institution's degree of capitalization. Generally, subject to narrow exceptions,
the FDI Act requires the banking regulator to appoint a receiver or conservator
for an institution that is critically undercapitalized. The FDI Act authorizes
the banking regulators to specify the ratio of tangible capital to assets at
which an institution becomes critically undercapitalized and requires that ratio
to be not less than 2% of assets.
Under the OTS prompt corrective action regulation, generally, a savings
association that has a total risk-based capital of less than 8.0% or a leverage
ratio is less than 4.0% is considered to be undercapitalized. A savings
association that has a total risk-based capital of less than 6.0%, a tier 1
risk-based capital ratio of less than 3%, or a leverage ratio that is less than
3.0% is considered to be "significantly undercapitalized" and a savings
association that has a tangible capital to assets ratio equal to or less than 2%
is deemed to be "critically undercapitalized." Generally, a capital restoration
plan must be filed with the OTS within 45 days of the date an association
receives notice that it is "undercapitalized," "significantly undercapitalized"
or "critically undercapitalized." In addition, numerous mandatory supervisory
actions become immediately applicable to the associations, including, but not
limited to, restrictions on growth, investment activities, capital
distributions, and affiliate transactions. The OTS could also take any one of a
number of discretionary supervisory actions, including the issuance of a capital
directive and the replacement of senior executive officers and directors.
Capital Requirements. The Director of the OTS has adopted capital standards
under which savings associations must maintain (i) "core capital" in an amount
not less than 3% of total adjusted assets, (ii) "tangible capital" in an amount
not less than 1.5% of total adjusted assets, and (iii) a level of risk-based
capital equal to 8.0% of risk-weighted assets. The capital standards established
by the OTS for savings associations must generally be no less stringent that
those applicable to national banks.
Under OTS regulations "core capital" includes common stockholders' equity,
noncumulative perpetual preferred stock and related surplus, and minority
interests in the equity accounts of consolidated subsidiaries, less
nonqualifying intangible assets. In determining compliance with the capital
standards, a savings association must deduct from capital its entire investment
in and loans to any subsidiary engaged in activities not permissible for a
national bank, other than subsidiaries (i) engaged in such non-permissible
activities solely as agent for their customers; (ii) engaged in mortgage banking
activities; or (iii) that are themselves savings associations or companies, the
only investment of which is another savings association, acquired prior to May
1, 1989.
In determining total risk-weighted assets for purposes of the risk-based
requirement, (i) each off-balance
9
<PAGE>
sheet asset must be converted to its on-balance sheet credit equivalent by
multiplying the face amount of each such item by a credit conversion factor
ranging from 0% to 100% (depending upon the nature of the asset), (ii) the
credit equivalent amount of each off-balance sheet asset and the book value of
each on-balance sheet asset must be multiplied by a risk factor ranging from 0%
to 100% (again depending upon the nature of the asset), and (iii) the resulting
amounts are added together and constitute total risk-weighted assets. Total
capital, for purposes of the risk-based requirement, equals the sum of core
capital plus supplementary capital (which, as defined, includes, among other
items, perpetual preferred stock not counted as core capital, limited life
preferred stock, subordinated debt and general loan and lease loss allowances up
to 1.25% of risk-weighted assets, less certain deductions). The amount of
supplementary capital that may be counted towards satisfaction of the total
capital requirement may not exceed 100% of core capital.
Capital requirements higher than the generally applicable minimum
requirement may be established for a particular savings association if the OTS
determines that the association's capital was or may become inadequate in view
of its particular circumstances. Individual minimum capital requirements may be
appropriate where the savings association is receiving special supervisory
attention, has a high degree of exposure to interest rate risk, or poses other
safety or soundness concerns.
In determining compliance with the risk-based capital requirements, a
savings association must determine its interest rate risk and, if such risk
exceeds a certain level, it must deduct an interest rate risk component in
calculating its total capital for purposes of determining whether it meets its
risk-based capital requirements. An association's interest rate risk (IRR) is
measured by the decline in the net portfolio value (NPV) resulting from a 200
basis point increase or decrease in market interest rates, divided by the
estimated economic value of its assets. If an association's measured IRR
exposure exceeds 2%, it must then deduct an IRR component from total capital for
determining its risk-based capital requirement. The IRR component is an amount
equal to one-half the difference between its measured interest rate risk and 2%,
multiplied by the estimated economic value of its total assets.
The Savings Bank's Subsidiaries. The OTS regulations permit federal savings
associations to invest in the capital stock, obligations or specified types of
securities of subsidiaries (referred to as "service corporations") and to make
loans to such subsidiaries and joint ventures in which such subsidiaries are
participants in an aggregate amount not exceeding 3% of an association's assets,
provided any investment over 2% is used for specified community or inner-city
development purposes. In addition, federal regulations permit associations to
make specified types of loans to such subsidiaries in an aggregate amount not
exceeding 50% of the association's regulatory capital if certain requirements
and conditions are met. The FDIC may, after consultation with the OTS, prohibit
specific activities if it determines such activities pose a serious threat to
SAIF.
Assessments. Savings associations are required by OTS regulation to pay
assessments to the OTS to fund the operations of the OTS. The general assessment
is computed upon the savings association's total assets, including consolidated
subsidiaries, as reported in the Saving Bank's latest quarterly Thrift Financial
Report. The Savings Bank's total assessment for the year ended June 30, 1998 was
$67,000.
ACQUISITIONS AND BRANCHING
The Bank Holding Company Act specifically authorizes a bank holding
company, upon receipt of appropriate regulatory approvals, to acquire control of
any savings association or holding company thereof wherever located. Similarly,
a savings and loan holding company may acquire control of a bank. Moreover,
federal savings associations may acquire or be acquired by any insured
depository institution. Regulations promulgated by the Federal Reserve Board
restrict the branching authority of savings associations acquired by bank
holding companies. Savings associations acquired by bank holding companies may
be converted to banks if they continue to pay SAIF premiums, but as such they
become subject to branching and activity restrictions applicable to banks.
The OTS has adopted regulations which permit nationwide branching to the
extent permitted by federal statute. Federal statutes permit federal savings
associations to branch outside of their home state if the association meets the
domestic building and loan test in ss.7701(a)(19) of the Internal Revenue Code
or the asset composition test of ss.7701(c) of the Internal Revenue Code.
Branching that would result in the formation of a multiple savings and loan
holding company controlling savings associations in more than one state is
permitted if the law of the state in which the savings association to be
acquired is located specifically authorizes acquisitions of its state-chartered
associations by state-chartered associations or their holding companies in the
state where
10
<PAGE>
the acquiring association or holding company is located. Moreover, Indiana banks
and savings associations are permitted to acquire other Indiana banks and
savings associations and to establish branches throughout Indiana.
Finally, The Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 (the "Riegle-Neal Act") permits bank holding companies to acquire banks in
other states and, with state consent and subject to certain limitations, allows
banks to acquire out-of-state branches either through merger or de novo
expansion. The State of Indiana enacted legislation establishing interstate
branching provisions for Indiana state-chartered banks consistent with those
established by the Riegle-Neal Act (the "Indiana Branching Law"). The Indiana
Branching Law authorizes Indiana banks to branch interstate by merger or de novo
expansion, provided that such transactions are not permitted to out-of-state
banks unless the laws of their home states permit Indiana banks to merge or
establish de novo banks on a reciprocal basis. The Indiana Branching Law became
effective March 15, 1996.
TRANSACTIONS WITH AFFILIATES
Pursuant to HOLA, transactions engaged in by a savings association or one
of its subsidiaries with affiliates of the savings association generally are
subject to the affiliate transaction restrictions contained in Sections 23A and
23B of the Federal Reserve Act in the same manner and to the same extent as such
restrictions now apply to transactions engaged in by a member bank or one of its
subsidiaries with affiliates of the member bank. Section 23A of the Federal
Reserve Act imposes both quantitative and qualitative restrictions on
transactions engaged in by a member bank or one of its subsidiaries with an
affiliate, while Section 23B of the Federal Reserve Act requires, among other
things, that all transactions with affiliates be on terms substantially the
same, and at least as favorable to the member bank or its subsidiary, as the
terms that would apply to or would be offered in a comparable transaction with
an unaffiliated party. Section 22(h) of the Federal Reserve Act imposes
restrictions on loans to executive officers, directors, and principal
shareholders. Further, the Federal Reserve Board pursuant to Section 22(h)
requires that loans to directors, executive officers, and principal shareholders
be made on terms substantially the same as offered in comparable transactions to
other persons. The Savings Bank was in compliance with these rules at June 30,
1998.
FEDERAL HOME LOAN BANK SYSTEM
The Federal Home Loan Bank System consists of 12 regional Federal Home Loan
Banks ("FHLBs"), each subject to supervision and regulation by the Federal
Housing Finance Board (the "FHFB"). The FHLBs provide a central credit facility
for member savings associations. As a member of the FHLB of Indianapolis, the
Savings Bank is required to own shares of capital stock in the FHLB in an amount
at least equal to 1% of the aggregate principal amount of its unpaid residential
mortgage loans, home purchase contracts, and similar obligations at the
beginning of each year, or 1/20 of its advances (borrowings) from the FHLB,
whichever is greater. As of June 30, 1998, the Savings Bank was in compliance
with this requirement.
PERSONNEL
As of June 30, 1998 the Company had 122 full-time equivalent employees. The
employees are not represented by any collective bargaining unit. The Company
believes its relations with its employees are good.
The Company maintains group life, hospital, surgical, dental, major
medical, and long-term disability programs for full-time employees. The Company
also participates in a defined benefit pension plan covering all eligible
employees, as well as a defined contribution 401(k) plan.
11
<PAGE>
ITEM 2. PROPERTIES
- -------
The following table sets forth the location of the Company's savings bank
offices, all of which are owned by the Savings Bank, as well as certain
additional information relating to these offices as of June 30, 1998. The
Savings Bank currently has no plans to sell or close any existing branches.
<TABLE>
<CAPTION>
Year Facility Net
Office Location Opened Book Value
- --------------- ------------- ----------
<S> <C> <C>
Home Office 1974 $1,673,000
18 NW Fourth Street
Evansville, IN 47708
Eastside Branch 1971 2,324,000
700 S. Green River Rd
Evansville, IN 47715
Northside Branch 1976 204,000
4441 First Avenue
Evansville, IN 47710
Westside Branch 1979 190,000
4801 W. Lloyd Expressway
Evansville, IN 47712
</TABLE>
The Company and the other non-bank subsidiaries use the premises of the
Savings Bank's Home office and 2nd floor of the Eastside Branch, for its office
and equipment needs and pays rental fees for such use.
(This space intentionally left blank)
12
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
- -------
Other than as discussed herein there are no material pending legal
proceedings, other than ordinary routine litigation incidental to the
Registrant's business, to which the Registrant or its subsidiaries is a party or
of which any of their property is the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- -------
No matter was submitted to a vote of the Registrant's security holders
during the fourth quarter of the fiscal year ended June 30, 1998.
PART II
-------
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
- ------- MATTERS
The discussion concerning the market for the Registrant's common equity and
related shareholder matters under the heading "Market Summary" is included in
the 1998 Annual Report to Stockholders on page 4 and is incorporated herein by
reference. Cash dividends by quarter for the current and previous year appear
under the heading "Quarterly Results of Operations" included in the 1998 Annual
Report to Stockholders on page 11 and is incorporated herein by reference.
Additional information relating to stockholder matters can be found under the
heading "Corporate Information" included in the 1998 Annual Report to
Stockholders on page 58 and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
- -------
Selected Financial and Other Data included in the 1998 Annual Report to
Stockholders on page 5 is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- ------- OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operation included in the 1998 Annual Report to Stockholders on pages 7 through
26 is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------
The discussion concerning quantative and qualitative disclosures about
market risk under the heading "Asset/Liability Management" included in the 1998
Annual Report to Stockholders on pages 25 and 26, and is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- -------
The financial statements and supplementary data required under this item
are incorporated herein by reference to pages 27 through 57 of the 1998 Annual
Report to Stockholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------- FINANCIAL DISCLOSURES
No response to this item is required.
13
<PAGE>
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- --------
The following sets forth information as to each Director and each executive
officer of the Company as of June 30, 1998, including their ages, present
principal occupations, other business experience during the last five years,
directorships in other publicly held companies, and the year they were first
elected or appointed to the Board of Directors. Each individual's service with
the Company began at the formation of the Company in 1993, unless otherwise
noted. In addition, all current Directors of the Company are also current
Directors of the Savings Bank.
There are no arrangements or understandings between any of the Directors,
executive officers or any other person pursuant to which any Director or
executive officer has been selected for his or her respective position.
CURT J. ANGERMEIER Age- 44, term expires in 2000.
- ------------------
Mr. Angermeier was appointed to the Board of directors of the Company on March
21, 1996. Mr. Angermeier is a practicing attorney, concentrating on insurance
law matters. Mr. Angermeier is a member of the Indiana Bar Association, Indiana
Defense Lawyers Association and the Evansville Bar Association.
WILLIAM R. BAUGH Age - 77, term expires in 1998.
- ----------------
Mr. Baugh is a Director of the Company and has been Chairman Emeritus of the
Board of Directors since October 1994. Mr. Baugh served as Chairman of the Board
of Directors of the Company from its formation in 1993 until October 1994. He
has been a Director of the Savings Bank since 1955, was Chairman of the Board of
the Savings Bank from 1979 until October 1994, and was President of the Savings
Bank from 1970 until 1981 and from 1983 until 1986.
BRUCE A. CORDINGLEY Age - 51, term expires in 1998.
- -------------------
Mr. Cordingley is a Director of the Company and served as Chairman of the Board
of Directors from October 1994 until April 1998, and served as Chief Executive
Officer of the Company from June 1995, to March 1996. He continues to serve as a
Director of the Company and in the other positions discussed below.
Mr. Cordingley is a Director of Village Management Corporation, Village
Community Development Corporation, and Village Housing Corporation (the three
service corporation subsidiaries of the Savings Bank previously involved in the
development and currently involved in the management of affordable housing
units) and Village Insurance Corporation. Mr. Cordingley has been a Director
of the Savings Bank since 1992. Mr. Cordingley is an attorney and was a partner
in the law firm of Ice Miller Donadio and Ryan in Indianapolis, Indiana, from
1973 to February 1992. Mr. Cordingley is President of Pedcor Investments, a
Limited Liability Company, located in Indianapolis, Indiana, the principal
business of which is real estate oriented investments and developments. Mr.
Cordingley is also a Director of International City Bank, N.A. (Long Beach,
California).
JACK CUNNINGHAM Age - 68, term expires in 1999.
- ---------------
Mr. Cunningham is a Director of the Company and has served as Chairman and
Secretary of the Company and the Savings Bank since April 1998. He served as
President of the Company from May 1994 through October 1994 and as President of
the Savings Bank from May 1994 through December 1994. Mr. Cunningham again
served as President and CEO of the Savings Bank from March 1997 until January
1998. Mr. Cunningham is Chairman of the Board of Village Management Corporation,
Village Capital Corporation, Village Community Development Corporation, and
Village Housing Corporation (the three service corporation subsidiaries of the
Savings Bank previously involved in the development and currently the management
of affordable housing units) and Village Insurance Corporation. Mr. Cunningham
has been a Director of the Savings Bank since 1985 and an officer of the Savings
Bank since 1974.
14
<PAGE>
M. BRIAN DAVIS Age - 43, term expires in 1998.
- --------------
Mr. Davis is a Director of the Company and has served as its President and Chief
Executive Officer since November 1996. Mr. Davis is also a Director of the
Savings Bank and has served as its Chief Executive Officer since January 1998.
Mr. Davis previously served as Chief Operating Officer of the Company from June
1995 to November 1996. Mr. Davis is also a Director of Village Management
Corporation, Village Community Development Corporation, and Village Housing
Corporation (the three service corporation subsidiaries of the Savings Bank
previously involved in the development and currently involved in the management
of affordable housing units). Mr. Davis is the President of Village Management
Corporation, Village Insurance Corporation, Village Community Development
Corporation, Village Housing Corporation, VCC and Village Securities
Corporation. Mr. Davis has been a Director of the Savings Bank since 1992. Mr.
Davis is a partner in the Davis Brothers Real Estate Partnership, located in
Evansville, Indiana, which has developed and managed commercial real estate
throughout the Midwest. He is also currently President of Southern Investment
Corporation, a real estate investment company.
ROBERT F. DOERTER Age - 78, term expires in 1999.
- -----------------
Mr. Doerter is a Director of the Company, and has been a Director of the Savings
Bank since 1968. Mr. Doerter is currently retired.
BARRY A. SCHNAKENBURG Age - 50, term expires in 2000.
- ---------------------
Mr. Schnakenburg is a Director of the Company. He has been a Director of the
Savings Bank since 1990. Mr. Schnakenburg currently serves as a Director of VCC
and as a Director and the Executive Vice-President and Chief Operating Officer
of Village Insurance Corporation. Mr. Schnakenburg has served as the President
of U.S. Industries Group, Inc. for the past 10 years. U.S. Industries Group,
Inc. is a sheet metal and roofing contractor located in Evansville, Indiana.
DONALD R. NEEL Age - 35, term expires in 2000.
- --------------
Mr. Neel is a Director of the Company and serves as Executive Vice-President,
Chief Financial Officer, and Treasurer of the Company and as Executive Vice
President and Chief Operating Officer of the Savings Bank. Mr. Neel also serves
as Treasurer of Village Management Corporation, Village Insurance Corporation,
and as Executive Vice President and Treasurer of VCC and as Senior Vice
President and Treasurer of Village Securities Corporation, Village Community
Development Corporation and Village Housing Corporation. Prior to joining the
Savings Bank and the Company in 1993, Mr. Neel served as Vice-President and
Controller of INB Banking Company, Southwest (successor to Peoples Bank) from
May 1987 through April 1993.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities to file with the SEC initial reports of
ownership and reports of changes in ownership of Company common stock and other
equity securities of the Company. Officers, directors and greater than 10%
shareholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file. To the best knowledge of the Company,
during the most recent fiscal year ended June 30, 1998, there were no late
filings with respect to the Section 16(a) filing requirements applicable to its
officers, directors and greater than 10% beneficial owners.
ITEM 11. EXECUTIVE COMPENSATION
- --------
FIVE-YEAR TOTAL SHAREHOLDER RETURN
15
<PAGE>
The following indexed graph indicates the Company's total return to its
shareholders on its common stock for the past five years, assuming dividend
reinvestment, as compared to total return for the NASDAQ Market Index and the
Peer Group Index (which is a line-of-business index prepared by an independent
third party consisting of savings and loan holding companies or federally
chartered savings institutions with the same SIC number as the Company and which
have been publicly traded for at least six years). The comparison of total
return on investment for each of the periods assumes that $100 was invested on
July 1, 1993, in each of the Company, the NASDAQ Market Index the Peer Group
Index. The period prior to November 8, 1993 (the date the Company became the
sole shareholder of the Saving Bank pursuant to a reorganization in which the
Company exchanged one share of its common stock for each one share of common
stock of the Savings Bank outstanding) reflects the stock of the Savings Bank.
Comparative 5-Year Cumulative Total Return
Among Fidelity Federal Bancorp
NASDAQ Market Index and SIC Code Index
[Graph]
Assumes $100 Invested on July 1, 1993
Assumes Dividends Reinvested
Fiscal Year Ending June 30, 1998
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
NASDAQ Market Index 100 109.66 128.61 161.89 195.02 258.52
SIC Code Index 100 116.22 135.42 170.66 267.49 376.54
Fidelity Federal 100 227.89 414.05 430.83 421.20 295.35
</TABLE>
COMPENSATION COMMITTEE REPORT
Decisions on compensation of the Company's executives are made by the
Executive Committee of the Board of Directors of the Company, which also serves
as the Compensation Committee. All decisions of the Executive Committee relating
to the compensation of the Company's officers are reviewed by the full board.
Set forth below is a report submitted by Messrs. Cordingley, Davis, Cunningham
and Schnakenburg, in their capacity as the Board's Executive Committee,
addressing the Company's compensation policies for 1998 as they affected the
Company's executive officers.
Compensation Policies Toward Executive Officers.
-----------------------------------------------
The Executive Committee's executive compensation policies are designed to
provide competitive levels of compensation to the executive officers and to
reward officers for satisfactory individual performance and for satisfactory
performance of the Company as a whole. There are no established goals or
standards relating to performance of the Company which have been utilized in
setting compensation of individual employees.
Base Salary.
-----------
Each executive officer is reviewed individually by the Executive Committee,
which includes an analysis of the performance of the Company. In addition, the
review includes, among other things, an analysis of the individual's performance
during the past fiscal year, focusing primarily upon the following aspects of
the individual's job or characteristics of the individual exhibited during the
most recent fiscal year: quality and quantity of work; supervisory skills;
dependability; initiative; attendance; overall skill level; and overall value to
the Company.
Other Compensation Plans.
------------------------
At various times in the past the Company has adopted certain broad
based employee benefit plans in which the senior executives are permitted to
participate on the same terms as non-executive employees who meet applicable
eligibility criteria, subject to any legal limitations on the amount that may be
contributed or the benefits that may be payable under the plans.
16
<PAGE>
Benefits.
--------
The Company provides medical, defined benefit, and defined contribution
plans to the senior executives that are generally available to the other Company
employees. The amount of perquisites, as determined in accordance with the rules
of the SEC relating to executive compensation, did not exceed 10% of salary and
bonus for fiscal year 1998.
Mr. Davis' 1998 Compensation.
----------------------------
Regulations of the Securities and Exchange Commission require that the
Executive Committee disclose the Committee's basis for compensation reported for
any individual who served as the Chief Executive Officer during the last fiscal
year. Mr. Davis' salary is determined in the same manner as discussed above for
other senior executives. Mr. Davis did not participate in the deliberations of
the Executive Committee with respect to his compensation level. See
"Compensation Committee Insider Participation."
Current Members of the 1998 Executive Committee:
Bruce A. Cordingley
M. Brian Davis
Jack Cunningham
Barry A. Schnakenburg
COMPENSATION COMMITTEE INSIDER PARTICIPATION
During the past fiscal year, Mr. Davis a current officer of the Company,
and Messrs. Cunningham and Cordingley former officers of the Company served on
the Executive Committee. Mr. Davis did not participate in any discussion or
voting with respect to his respective salary as an executive officer and was not
present in the room during the discussion by the Executive Committee of his
compensation.
SUMMARY COMPENSATION TABLE
The following table sets forth, for the fiscal years ended June 30, 1998,
1997, and 1996, the cash compensation paid by the Company or its subsidiaries,
as well as certain other compensation paid or awarded during those years, to the
Chief Executive Officer of the Company at any time during the fiscal year ended
June 30, 1998 and the executive officers of the Company whose salary and bonus
exceeded $100,000 during the fiscal year ended June 30, 1998.
17
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------------------------------
LONG-TERM COMPENSATION
-------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------------------------------------------------------------------
Name & (1) (2) Securities (3)
Principal Other Annual Restricted Underlying LTIP All Other
Position Year Salary Bonus Compensation Stock Awards Options/SARs Payouts Compensation
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
M. Brian Davis 1998 $226,646.05 $0.00 $17,600.00 0 15,000 0 $2,343
President, CEO and 1997 $220,783.00 $0.00 $15,600.00 0 0 0 $1,671
Director 1996 $185,260.00 $0.00 $12,000.00 0 0 0 $ 0
- -----------------------------------------------------------------------------------------------------------------------------------
Bruce A. Cordingley 1998 $130,903.87 $0.00 $19,200.00 0 0 0 $ 784
Chairman and Director 1997 $235,693.00 $0.00 $15,600.00 0 0 0 $2,004
Chairman and 1996 $280,519.00 $0.00 $12,000.00 0 0 0 $1,498
Director
- -----------------------------------------------------------------------------------------------------------------------------------
Donald R. Neel 1998 $103,164.00 $0.00 $ 8,400.00 0 7,500 0 $1,547
Exec. Vice-President,
CFO, Treasurer and
Director
===================================================================================================================================
</TABLE>
(1) While officers enjoy certain perquisites, such perquisites do not exceed
the lesser of $50,000 or 10% of such office's salary and bonus and are not
required to be disclosed by applicable rules of the SEC.
(2) Includes Directors' fees of $19,200 paid to Mr. Cordingley, $17,600 paid to
Mr. Davis and $8,400 paid to Mr. Neel for the fiscal year end June 30,
1998.
(3) Includes Company contributions under the Company's Retirement Savings Plan.
1993 DIRECTORS' STOCK OPTION PLAN
The 1993 Directors' Stock Option Plan ("Directors Plan") expired on August
1, 1998. It provided for the grant of non-qualified stock options to individuals
who are directors of the Company or any of its subsidiaries to acquire shares of
common stock of the Company for a price of not less than $2 above the average of
the high and low bid quotations as reported by NASDAQ for the common stock of
the Company for the five trading days immediately preceding the date the option
is granted.
No additional options may be granted under the plan; however outstanding
options shall remain in effect until they have been exercised, terminated,
forfeited, or have expires. As such, options will be outstanding under the
Directors Plan through November 19, 2007. The number of shares and option
exercise prices under the Directors Plan have been adjusted to reflect a twenty
percent stock dividend distributed in 1994, a 2.1 for 1 stock split in 1995, and
a 10% stock dividend in 1996. As of September 30, 1998 there were options for
118,295 shares outstanding.
1995 KEY EMPLOYEES' STOCK OPTION PLAN
The Key Employees Plan provides for the grant of incentive stock options
and non-qualified stock options to acquire shares of common stock of the Company
for a price of not less than the fair market value of the share on the date
which the option is granted. A total of 236,500 shares was reserved for issuance
under the Key Employees Plan. The option price per share for each incentive
stock option granted to an employee must not be less than the fair market value
of the share of common stock on the date the option is granted. The option price
per share for an incentive stock option granted to an employee owning 10% or
more of the common stock of the Company must not be less than 110% of the fair
market value of the share on the date that the option is granted. The option
price per share for non-qualified stock options will be determined by the
Administrative Committee of the Key Employees' Plan, but may not be less than
100% of the fair market value of a share of common stock on the date of the
grant of the option.
18
<PAGE>
The Key Employees' Plan will expire on March 15, 2005, except outstanding
options will remain in effect until they have been exercised, terminated,
forfeited, or have expired. As such, options may be outstanding under the Key
Employees' Plan through March 15, 2015. The number of shares and option exercise
prices under the Key Employees' Plan have been adjusted to reflect a 2.1 for 1
stock split in 1995, and a 10% stock dividend in 1996.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides details regarding stock options granted to
Messrs. Davis and Neel in 1998. In addition, in accordance with the rules of the
Securities and Exchange Commission, there are shown the hypothetical gains or
"options spreads" that would exist for respective options. These gains are based
on assumed rates of annual compound stock price appreciation of five percent
(5%) and ten percent (10%) from the date the options were granted over the full
option term. Gains are reported net of the option exercise price, but before any
effect of taxes. In assessing these values, it should be kept in mind that no
matter what value is placed on a stock option on the date of grant, its ultimate
value will be dependent on the market value of the Company's stock at a future
date, and that value would depend on the efforts of such executive to foster the
future success of the Company for the benefit of all shareholders. The amounts
reflected in the table may not necessarily be achieved.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
RATE OF
STOCK APPRECIATION
FOR OPTION TERM
- -------------------------------------------------------------------------------------------------------------------
Name Number of Percent of Exercise or Market Expiration 5% 10%
Shares Total Base Price Price on Date ($) ($)
underlying Options ($/Share) Date of
Options Granted in Grant
Granted (#) Fiscal ($/Share)
Year (%)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
M. Brian Davis 15,000 47.6% $10.81 $9.81 11/19/07 $101,975 $258,425
- -------------------------------------------------------------------------------------------------------------------
Donald R. Neel 7,500 23.8% $10.81 $9.81 11/19/07 $ 50,988 $129,213
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
19
<PAGE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
TABLE
The following table shows for the named executive officers the number of
shares acquired on exercise and shares covered by both exercisable and
non-exercisable stock options as of June 30, 1998. Also reported are the values
for "in-the-money" options which represent the positive spread between the
exercise price of any such existing stock options and the fiscal year-end price
of Common Stock.
<TABLE>
<CAPTION>
================================================================================================================================
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
- --------------------------------------------------------------------------------------------------------------------------------
Shares
Acquired on Value Number of Unexercised Value of Unexercised
Exercise Realized Stock Options in-the-Money Options
Name (#) ($) 6/30/98 6/30/98
---------------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
M. Brian Davis None N/A 39,916 0 $11,176 (1) N/A
22,176 5,544 N/A (2) N/A (2)
6,000 9,000 N/A (3) N/A (3)
- --------------------------------------------------------------------------------------------------------------------------------
Bruce A. Cordingley None N/A 39,916 0 $11,176 (1) N/A
- --------------------------------------------------------------------------------------------------------------------------------
Donald R. Neel None N/A 3,000 4,500 N/A (3) N/A (3)
================================================================================================================================
</TABLE>
NOTE: (1) The bid value of the Company's Common Stock at June 30, 1998
($6.50 per share), less the exercise price ($6.22 per share).
(2) The bid value of the Company's Common Stock at June 30, 1998
($6.50 per share), was less than the exercise price ($10.60 per
share).
(3) The bid value of the Company's Common Stock at June 30, 1998
($6.50 per share), was less than the exercise price ($10.81 per
share).
OTHER EMPLOYEE BENEFIT PLANS
Pension Plan
------------
The Company currently participates in a defined benefit pension plan
sponsored by the Financial Institutions Retirement Fund, a non-profit, tax
qualified, tax-exempt pension plan and trust in which Federal Home Loan Banks,
savings and loan association and similar institutions participate ("Pension
Plan"). All employees of the Company or its subsidiaries (which excludes
non-employee Directors of the Company) (i) who have not attained age sixty (60)
prior to being hired and (ii) who work a minimum of 1000 hours per year are
covered by the Pension Plan and become participants upon completion of one year
of service and attainment of age 21. Participants are not required or allowed to
make contributions to the Pension Plan.
A participant in the Pension Plan is entitled to receive benefits based
upon years of service for the Company or its subsidiaries and a percentage of
the individual's average annual salary during the five (5) consecutive years of
service which produce the highest such average without deduction for Social
Security benefits. For purposes of computing benefits, "salary" includes an
employee's regular base salary or wage inclusive of bonuses and overtime but
exclusive of special payments such as fees, deferred compensation, severance
payments and contributions by the Company to the Pension Plan.
Participants become fully vested in their benefits after completion of five
(5) years of service. Upon attaining age sixty-five (65), participants become
one hundred percent (100% vested in their benefits provided by the Company under
the Pension Plan, regardless of the number of their years of service. Benefits
are payable at
20
<PAGE>
normal retirement age (age 65). The Pension Plan also contains provisions for
the payment of benefits on the early retirement, late retirement, death or
disability of a participant.
The regular benefit under the Pension Plan to be paid on a participant's
retirement is a monthly pension for the life of a participant with minimum
guaranteed benefit of twelve (12) times the participant's annual retirement
benefit under the Pension Plan. Thus, the regular form of all retirement
benefits includes not only a retirement allowance, but also a lump sum
retirement death benefit which is twelve (12) times the annual retirement
benefit less the sum of such retirement benefits made before death. The Pension
Plan provides that married participants will receive the regular retirement
benefit in the form of an actuarially equivalent joint and survivor annuity.
Optional forms of payments are available to all participants; however, married
participants must obtain written spousal consent to the distribution of benefits
in a form other than a joint and survivor annuity.
According to the Pension plan sponsor, the actuaries for the Pension Plan
have determined that no contributions were required to be made to the Pension
Plan by the Company for the plan year ended June 30, 1998.
The following table shows estimated annual benefits payable at normal
retirement to persons in specified remuneration classifications. The benefit
amounts presented in the totals are annual pension amounts for the life of the
participant, with a minimum guaranteed benefit of twelve (12) times the annual
retirement benefit under the Pension Plan, for a participant at normal
retirement (age 65) with the years of service set forth below with no deduction
for Social Security or other offset amounts. The maximum compensation which may
be taken into account for any purpose under the Pension Plan is limited by the
Internal Revenue Code to $160,000 for 1998. As of July 1, 1998, M. Brian Davis
had 3 years of service and Donald R. Neel had 5 years of service under the
Pension Plan.
<TABLE>
<CAPTION>
============================================================================================================================
ANNUAL BENEFIT AT NORMAL RETIREMENT
YEARS OF SERVICE
- ----------------------------------------------------------------------------------------------------------------------------
Highest Five 10 15 20 25 30 35 40
Year Average -- -- -- -- -- -- --
Annual Salary
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000
- ----------------------------------------------------------------------------------------------------------------------------
$ 75,000 15,000 22,500 30,000 37,500 45,000 52,500 60,000
- ----------------------------------------------------------------------------------------------------------------------------
$100,000 20,000 30,000 40,000 50,000 60,000 70,000 80,000
- ----------------------------------------------------------------------------------------------------------------------------
$125,000 25,000 37,500 50,000 62,500 75,000 87,500 100,000
- ----------------------------------------------------------------------------------------------------------------------------
$150,000 30,000 45,000 60,000 75,000 90,000 105,000 120,000
- ----------------------------------------------------------------------------------------------------------------------------
$175,000 35,000 52,500 70,000 87,500 105,000 122,500 140,000
============================================================================================================================
</TABLE>
Retirement Savings Plan.
-----------------------
In 1994 the Company adopted a defined contribution plan under Internal
Revenue Code Section 401(k) in which substantially all employees may
participate. Under this plan, employees may contribute up to 15% of pay, and
contributions up to 6% are supplemented by Company contributions. Such Company
contributions are made at the rate of 25(cent) for each dollar contributed by
the participant. Participants may elect to have all or a portion of their
contributions made on a tax-deferred basis pursuant to provisions in the plan
meeting the requirements of Section 401(k) of the Internal Revenue Code. The
Company expense for the plan was $19,000 for the fiscal year ended June 30,
1998.
COMPENSATION OF DIRECTORS
The Directors of the Company and Savings Bank, who are the same
individuals, are compensated for their services in the amount of $1,000 per
month (or $12,000 per year) plus an additional $200 per month if the Director
attends that month's regularly scheduled Board meeting. Executive committee
members receive an extra $400 per
21
<PAGE>
month for their services. The maximum compensation received by any Director for
his or her service on the Board was $19,200 for the current year.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS
On December 1, 1997, the Company entered into severance agreements with M.
Brian Davis, Donald R. Neel, and Terry G. Johnston, respectively. Each of these
agreements provides that it will terminate on December 1, 1999, but may be
extended annually for an additional year. If not extended, the agreement will
terminate in two years. Each agreement provides that if during the two year
period following a change in control (as defined in the agreement), the
executive is terminated for any reason other than cause (as defined in the
agreement), disability, retirement or death, or if the executive resigns due to
a reduction in his duties or responsibilities, a reduction in his compensation
or benefits, or a requirement that he be based at a location other than
Evansville, the executive is entitled to an amount equal to two times his
average annual base salary and bonus, plus an amount computed by the actuary for
the Company's retirement plan equal to the present value of the executive's
accrued benefit (as defined in the plan) computed as if the executive had
remained employed by the Company for two years after his termination of
employment. In addition, the Company must maintain for the benefit of the
executive for three years following termination all employee welfare plans and
programs in which he was entitled to participate prior to termination, and
reimburse the executive for the cost of obtaining such benefits for the first 24
months following termination. No payments may be made pursuant to the agreement
if such payments would, among other things, be considered by a federal or state
regulatory authority having jurisdiction over the Company an unsafe or unsound
practice.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------
BENEFICIAL OWNERSHIP
The following table sets forth information regarding the beneficial
ownership of Common Stock as of September 17, 1998 by the only persons known by
the Company to beneficially own 5% or more of the issued and outstanding shares
of Common Stock.
<TABLE>
<CAPTION>
====================================================================================================
Name and Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Ownership (1)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Bruce A. Cordingley 300,567 (2) 9.46%
8888 Keystone Crossing
Suite 900
Indianapolis, IN 46240
- ----------------------------------------------------------------------------------------------------
M. Brian Davis 775,662 (3) 24.28%
700 S. Green River Road, Suite 2000
Evansville, IN 47716-558
- ----------------------------------------------------------------------------------------------------
Barry A. Schnakenburg 269,182 (4) 8.57%
8701 Petersburg Road
Evansville, IN 47711
- ----------------------------------------------------------------------------------------------------
Rahmi Soyugenc 171,720 5.5%
119 LaDonna Blvd.
Evansville, IN 47711
- ----------------------------------------------------------------------------------------------------
First Financial Fund, Inc 202,900 (5) 6.49%
c/o Wellington Management
75 State St
Boston, MA 02109
- ----------------------------------------------------------------------------------------------------
Wellington Management 202,900 (6) 6.49%
75 State St
Boston, MA 02109
====================================================================================================
</TABLE>
(1) This information is based on Schedule 13D and 13G Reports filed by the
beneficial owner with the Securities and Exchange Commission ("SEC")
pursuant to applicable provisions of the Securities Exchange Act of 1934
("Exchange Act"), as of September 17, 1998, and any other information
provided to the Company by the beneficial owner. It does not reflect any
changes in those shareholdings which may have occurred since that date.
Beneficial ownership is direct except as otherwise indicated by footnote.
(2) Includes 196,683 shares held by Pedcor Investments, A Limited Liability
Company, as to which Mr. Cordingley is a 47.6% owner and a co-chief
executive officer and President. Also includes 39,916 shares which Mr.
Cordingley has the right to acquire pursuant to the exercise of stock
options granted under the Company's 1993 Director's Stock Options Plan,
8,587 shares which Mr. Cordingley, Pedcor Investments, and Mr. Cordingley's
wife are entitled to purchase upon exercise of 31 warrants acquired
pursuant to the 1994 Rights Offering and also includes 42,966 shares held
by Gerald Pedigo which is a part of the Cordingley Group.
22
<PAGE>
(3) Includes 13,646 shares which Mr. Davis holds as custodian for his minor
daughter and 12,714 shares which Mr. Davis holds as custodian for his minor
son. Also includes 39,916 shares which Mr. Davis has the right to acquire
pursuant to the exercise of stock options granted under the 1993 Directors
Stock Option Plan and 28,176 shares which Mr. Davis has the right to
acquire pursuant to the exercise of stock options granted under the
Company's 1995 Key Employees' Stock Option Plan. Also includes 106,758
shares of the Company owned by Maybelle R. Davis, the mother of Mr. Davis,
as to which shares Mr. Davis has authority to vote pursuant to a Power of
Attorney. Also includes 796 shares owned by Mr. Davis' wife.
(4) Includes 5,775 shares held by the spouse of Mr. Schnakenburg, 12,474 shares
held as custodian by Mr. Schnakenburg for his minor children living in his
home, 24,948 shares held by U.S. Industries Group, Inc., 52,263 shares held
by Barry, Inc. and 40,378 shares held by BOAH Associates. Also includes
13,497 shares which Mr. Schnakenburg has the right to acquire through the
exercise of stock options granted under the Company's 1993 Directors' Stock
Option Plan. Also includes 74,109 shares of the Company pursuant to which
Mr. Schnakenburg may exercise voting and investment power pursuant to a
Power of Attorney.
(5) First Financial Fund, Inc. Reports that it had sole voting power and shared
dispositive power with respect to the reported shares. These shares are
also included in the shares beneficially owned by Wellington Management
Company, as investment adviser to First Financial Fund, Inc., as explained
in footnote 6.
(6) Wellington Management Company ("WMC"), in its capacity as investment
adviser, may be deemed to have beneficial ownership of these shares, which
are owned by First Financial Fund, Inc. As of September 25, 1998, WMC
reported that it had sole/shared voting power as to 0 shares, and shared
dispositive power as to 202,900 shares.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of September 17,
1998, with respect to the Common Stock of the Company beneficially owned by each
Director of the Company and by all Executive Officers and Directors as a group.
<TABLE>
<CAPTION>
==============================================================================================================
NAME NUMBER OF SHARES BENEFICIALLY OWNED(1) PERCENT OF CLASS(1)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
William R. Baugh (8) 28,570 .91%
- --------------------------------------------------------------------------------------------------------------
Bruce A. Cordingley (2) 300,567 9.46%
- --------------------------------------------------------------------------------------------------------------
Jack Cunningham (3) 46,535 1.48%
- --------------------------------------------------------------------------------------------------------------
M. Brian Davis (4) 775,662 24.28%
- --------------------------------------------------------------------------------------------------------------
Robert F. Doerter (9) 10,563 .34%
- --------------------------------------------------------------------------------------------------------------
Barry A. Schnakenburg (5) 269,182 8.57%
- --------------------------------------------------------------------------------------------------------------
Curt J. Angermeier (6) 30,878 .99%
- --------------------------------------------------------------------------------------------------------------
Donald R. Neel (7) 7,827 .25%
- --------------------------------------------------------------------------------------------------------------
All Executive Officers and 1,469,784 44.74%
Directors as a Group (8 Persons)
==============================================================================================================
</TABLE>
(1) The information contained in this column is based upon information
furnished to the Company by the individuals named above as of September 17,
1998. The nature of beneficial ownership for shares shown in this column
represent sole or shared voting and investment unless other wise noted. At
September 17, 1998, the Company had 3,127,208 shares of common stock
outstanding.
(2) Includes 196,683 shares held by Pedcor Investments, A Limited Liability
Company, as to which Mr. Cordingley is a 47.6% owner and a co-chief
executive officer and President. Also includes 39,916 shares which Mr.
Cordingley has the right to acquire pursuant to the exercise of stock
options granted under the Company's 1993 Directors' Stock Option Plan.
8,587 shares which Mr. Cordingley, Pedcor Investments, and Mr. Cordingley's
wife are entitled to purchase upon exercise of 31 warrants acquired
pursuant to the 1994 Rights Offering and also includes 42,966 shares held
by Gerald Pedigo which is a part of the Cordingley Group.
23
<PAGE>
(3) Includes 9,744 shares held in the name of Mr. Cunningham's wife and 17,074
shares which Mr. Cunningham has the right to acquire pursuant to the
exercise of stock options granted under the Company's 1993 Directors' Stock
Option Plan.
(4) Includes 13,646 shares which Mr. Davis holds as custodian for his minor
daughter and 12,714 shares which Mr. Davis holds as custodian for his minor
son. Also includes 39,916 shares which Mr. Davis has the right to acquire
pursuant to the exercise of stock options granted under the 1993 Directors'
Stock Option Plan, and 28,176 shares which Mr. Davis has the right to
acquire pursuant to the exercise of stock options granted under the
Company's 1995 Key Employees' Stock Option Plan. Also includes 106,758
shares of the Company owned by Maybelle R. Davis, the mother of Mr. Davis,
as to which shares Mr. Davis has authority to vote pursuant to a Power of
Attorney. Also includes 796 shares owned by Mr. Davis' wife.
(5) Includes 5,775 shares held by the spouse of Mr. Schnakenburg, 12,474 shares
held as custodian by Mr. Schnakenburg for his minor children living in his
home, 24,958 shares held by U.S. Industries Group, Inc., 52,263 shares held
by Barry, Inc. And 40,378 shares held by BOAH Associates. Also includes
13,497 shares which Mr. Schnakenburg has the right to acquire through the
exercise of stock options granted under the Company's 1993 Directors' Stock
Option Plan. Also includes 74,109 shares of the Company pursuant to which
Mr. Schnakenburg may exercise voting and investment power pursuant to a
Power of Attorney.
(6) Includes 19,401 shares held in a Family Trust of Mr. Angermeier. Also
includes 3,940 shares which Mr. Angermeier has the right to acquire
pursuant to the exercise of stock options granted under the 1993 Directors'
Stock Option Plan.
(7) Includes 4,827 shares beneficially owned by Donald R. Neel, Executive
Vice-President, Chief Financial Officer and Treasurer of the Company. Also
includes 3,000 shares which Mr. Neel has the right to acquire pursuant to
the exercise of the stock options granted under the Company's 1995 Key
Employees' Stock option Plan.
(8) Includes 26,600 shares beneficially owned by Mr. Baugh. Also includes 1,970
shares which Mr. Baugh has the right to acquire pursuant to the exercise of
stock options granted under the 1993 Directors' Stock Option Plan.
(9) Includes 8,593 shares beneficially owned by Mr. Doerter. Also includes
1,970 shares which Mr. Doerter has the right to acquire pursuant to the
exercise of stock options granted under the 1993 Directors' Stock Option
Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------
CERTAIN TRANSACTIONS AND OTHER MATTERS BETWEEN MANAGEMENT AND THE COMPANY
Directors and executive officers of the Company and the Savings Bank and
their associates are customers of, and have had transactions with, the Company
and the Savings Bank in the ordinary course of business. Comparable transactions
may be expected to take place in the future. Directors of the Company may not
obtain extensions of credit from the Company. Loans made to non-director
officers were made in the ordinary course of business on substantially the same
terms as those prevailing at the time for comparable transactions with other
persons. These loans did not involve more than the normal risk of collectibility
or present other unfavorable features.
The Office of Thrift Supervision ("OTS"), the primary federal banking
regulatory agency of the Savings Bank, by regulation has provided that each
director, officer, or affiliated person of a savings association, such as the
Savings Bank, has a fundamental duty to avoid placing himself in a position
which creates, or which leads to or could lead to, a conflict of interest or
appearance of a conflict of interest having an adverse effect upon, among other
things, the interests of the members of the savings association or the
association's soundness. In addition, the OTS by regulation has stated that the
fiduciary relationship owed by a director or officer of a savings association,
such as the Savings Bank, includes the duty to protect the association and that
the OTS would consider this duty to be breached if such individual would take
advantage of a business opportunity for his own or another person's personal
benefit or profit when the opportunity is within the corporate powers of the
savings association
24
<PAGE>
(or its service corporation) and when the opportunity is of a present or
potential practical advantage to the savings association. The Board of Directors
of the Company and the Savings Bank are aware of these regulations and
requirements of the OTS and believe they have conducted, and intend to continue
to conduct, themselves in compliance with these requirements at all times.
(This space intentionally left blank)
25
<PAGE>
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------
(a) (1) The following consolidated financial statements are included in Item 8:
Page Number in
Annual Report
Independent Auditor's Report on
Consolidated Financial Statements 27
Consolidated Balance Sheet
June 30, 1998 and 1997 28
Consolidated Statement of Income -
For the years ended June 30, 1998,
1997, and 1996 29 and 30
Consolidated Statement of Changes in Stockholders'
Equity - For the years ended
June 30, 1998, 1997, and 1996 31
Consolidated Statement of Cash Flows -
For the years ended June 30, 1998, 1997, and 1996 32 and 33
Notes to Consolidated Financial Statements 34 through 57
(2) See response to Item 14 (a) (1). All other financial statement schedules
have been omitted because they are not applicable, or the required information
is shown in the consolidated financial statements or notes thereto.
(3) List of Exhibits
Exhibit Number Description
-------------- -----------
3 (a) Articles of Incorporation of the Company, filed as exhibit
3(a) to the Company's 1995 Annual Report on Form 10-K, are
incorporated herein by reference.
3 (b) By-Laws of the Company, filed as exhibit 3(b) to the
Company's 1994 Annual Report on Form 10-K, are
incorporated herein by reference.
10 (a) The 1993 Director's Stock Option Plan, filed as exhibit
10(d) to the Company's 1995 Annual Report on Form 10-K, is
incorporated herein by reference.
(b) 1995 Key Employee's Stock Option Plan, filed as exhibit
10(c) to the Company's 1996 Annual Report on Form 10-K, is
incorporated herein by reference.
(c) Severance Agreement between the Company and M. Brian Davis
(d) Severance Agreement between the Company and Donald R. Neel
(e) Severance Agreement between the Company and Terry G.
Johnston
11 Statement regarding computation of per share earnings. See
page 51 and 52 of the Company's 1998 Annual Report to
Stockholders. (Incorporated in part into the Form 10-K by
reference)
13 1998 Annual Report to Stockholders of Fidelity Federal
Bancorp (Incorporated in part into the Form 10-K by
reference).
21 Subsidiaries of Fidelity Federal Bancorp.
27 Financial Data Schedule.
26
<PAGE>
(b) No Form 8-K was filed during the last quarter of the fiscal year, but
subsequent to year end a Form 8-K was filed on September 4, 1998, pertaining
to the release of earnings for the year ended June 30, 1998, the restatement
of the third quarter 1998 financials and the suspension of quarterly
dividends.
(c) See the list of exhibits in Item 14 (a) (3).
(d) No other financial statement schedules are required to be submitted.
27
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 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 on the 8th day of October, 1998.
FIDELITY FEDERAL BANCORP
Registrant
By /S/ M. BRIAN DAVIS
-----------------------------------
M. Brian Davis
President and Chief Executive Officer
(Principal Executive Officer)
By /S/ DONALD R. NEEL
-----------------------------------
Donald R. Neel, Executive Vice
President, Treasurer and Chief
Financial Officer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on October 8, 1998, by the following persons on behalf of
the registrant and in the capacities indicated.
By /S/ BRUCE A. CORDINGLEY
--------------------------------------
Bruce A. Cordingley
Chairman of the Board
By /S/ M. BRIAN DAVIS
--------------------------------------
M. Brian Davis
President, Chief Executive Officer
and Director
By /S/ CURT J. ANGERMEIER
--------------------------------------
Curt J. Angermeier, Director
By /S/ WILLIAM R. BAUGH
--------------------------------------
William R. Baugh, Director
By /S/ JACK CUNNINGHAM
--------------------------------------
Jack Cunningham, Director
By /S/ ROBERT F. DOERTER
--------------------------------------
Robert F. Doerter, Director
By /S/ BARRY A. SCHNAKENBURG
--------------------------------------
Barry A. Schnakenburg, Director
By /S/ DONALD R. NEEL
--------------------------------------
Donald R. Neel, Director
By /S/ JACK CUNNINGHAM
--------------------------------------
Jack Cunningham, Attorney-in-fact
28
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Page Number Exhibit
- ------------------------------------------------------------------------------
10(c) Severance Agreement between the Company and M. Brian Davis
10(d) Severance Agreement between the Company and Donald R. Neel
10(e) Severance Agreement between the Company and Terry G. Johnston
11 Statement regarding computation of per share earnings. See
pages 51 and 52 in the 1998 Annual Report to Stockholders.
13 1998 Annual Report to Stockholders of Fidelity Federal
Bancorp (Incorporated in part into the Form 10-K by
reference).
21 Subsidiaries of Fidelity Federal Bancorp.
27 Financial Data Schedule.
29
Exhibit 10(c)
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT is made as of the 1st day of December 1997,
between FIDELITY FEDERAL BANCORP (the "Company"), an Indiana corporation and
registered savings and loan holding company under Section 10(b)(1) of the Home
Owners' Loan Act, as amended, and the owner of 100% of the issued and
outstanding stock of United Fidelity Bank (the "Savings Bank"), and M. BRIAN
DAVIS, President and CEO of the Company and the Vice Chairman of the Savings
Bank (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to assure continuity of its and the
Savings Bank's management; to enable its and the Savings Bank's executives to
devote their full attention to management responsibilities and, when faced with
a possible Change in Control (as defined herein), to help the Board of Directors
assess options and advise as to the best interest of the Company and its
shareholders without being influenced by the uncertainties of their own
situations; and to demonstrate to executives the interests of the Company in
their well-being and fair treatment in the event of a Change in Control; and
WHEREAS, to that end, the Company desires to assure Executive that he
will receive certain benefits following a Change in Control (as defined below)
of the Company, subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
promises and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and Executive agree as follows:
1. Term. The term of this Agreement shall begin on December 1, 1997
(the "Effective Date") and shall end on December 1, 1999, unless terminated as
provided herein; provided, however, that such term shall be extended for an
additional year on each anniversary of the Effective Date if Company's Board of
Directors determines by resolution to extend this Agreement prior to such
anniversary and such extension is not objected to by Executive pursuant to
written notice to Company at least 90 days prior to such anniversary. If the
Term (as defined below) is not extended as provided herein, the term of this
Agreement shall end two years subsequent to the anniversary of the Effective
Date for which no extension was made (such term including any extension thereof
shall herein be referred to as the "Term"). Notwithstanding the foregoing, this
Agreement shall automatically terminate without notice at 11:59 p.m. on the day
immediately preceding the day the Executive attains seventy (70) years of age.
1
<PAGE>
2. Benefits Upon a Change in Control.
---------------------------------
(a) The Company shall provide Executive with the benefits set
forth in Section 2(c) hereof upon any termination of Executive's employment by
the Company and the Savings Bank during that two (2) year period following a
Change in Control (as defined below) which occurs during the term of this
Agreement for any reason except the following:
(i) Termination for cause. "Cause" shall be defined as (A)
action by Executive involving personal dishonesty; incompetence;
willful misconduct; breach of fiduciary duty involving personal
profit; intentional failure to perform stated duties; willful
violation of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order;
or gross negligence which has or may reasonably be expected to
have a material adverse effect on the financial condition or
reputation of the Company or the Savings Bank, (B) termination of
Executive pursuant to the requirement or direction of a federal or
state regulatory agency having jurisdiction over the Company or
the Savings Bank, (C) conviction of Executive of the commission of
any criminal offense involving dishonesty or breach of trust, or
(D) any material breach by Executive of a material term, condition
or covenant of this Agreement. Notwithstanding the foregoing,
Executive shall not be deemed to have been terminated for cause
unless there shall have been delivered to Executive a copy of a
notice of termination from the Company accompanied by a resolution
duly adopted by a majority of the directors then in office,
finding that in the good faith opinion of the directors, the
termination of Executive's employment is for cause, specifying the
particulars thereof in detail, and granting an opportunity,
following a reasonable period of time, for Executive, together
with his counsel, to be heard before the Board of Directors;
(ii) Disability of the Executive, as determined under the
policies and procedures of the Company as in effect immediately
prior to such Change in Control. Termination pursuant to this
Section 2(a)(ii) shall not affect any rights which Executive may
have under any disability policy or program of the Company;
(iii) Voluntary retirement of the Executive in accordance with
policies and procedures of the Company in effect immediately prior
to the Change in Control; or
(iv) Death of the Executive.
(b) The Company shall also provide Executive with the benefits
set forth in Section 2(c) if a Change in Control occurs during the term of this
Agreement and Executive terminates his employment during the two (2) year period
following the Change in Control after the happening of one or more of the
following events:
(i) Without the express written consent of Executive, the
assignment of Executive to any duties materially inconsistent with
his positions, duties, responsibilities or status with the Company
immediately prior to the Change in Control or a substantial
reduction of his duties or responsibilities;
(ii) A reduction by the Company in the compensation or benefits
of Executive in effect immediately prior to the Change in Control,
or any failure to include Executive in any bonus or benefit plans
as may be offered by the Company from time to time;
(iii) A requirement that Executive be based anywhere other than
Evansville, Indiana, except for required travel pertaining to the
Company's business in accordance with the Company's management
practices in effect prior to a Change in Control;
(iv) Any purported termination of Executive's employment for
cause as defined in Section 2(a)(i) above or for disability
without grounds;
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<PAGE>
(v) Any failure of the Company to obtain the assumption of the
obligation to perform this Agreement by any successor as
contemplated in Section 9(b) hereof; or
(vi) Any material breach by the Company of any of the provisions
of this Agreement or any failure by the Company to carry out any
of its obligations hereunder.
(c) Subject to the terms and conditions of this Agreement,
including Sections 2(a) and 2(b) above, the Company shall pay to Executive the
amounts provided in (i) and (ii) below at the time and in the manner provided,
less any withholding therefrom under applicable federal, state or local income
tax, other tax, or social security laws or similar statutes, and shall provide
to Executive the benefits provided in (iii) below upon termination of his
employment with the Company.
(i) Within thirty (30) days of his date of termination
following a Change in Control (as defined below), the Company
shall pay to Executive a lump sum single payment in readily
available funds, equal to the aggregate of the following:
(A) Executive's base salary, at his then-effective annual
rate, through the date of termination of his employment;
plus
(B) An amount computed by the actuary for Financial
Institutions Retirement Fund (or any other retirement plan
in which the Company participates in the future instead of
the Financial Institutions Retirement Fund) (the "Plan")
based on the actuarial assumptions for the Plan and the
Plan's actuarial equivalency determination procedures as in
effect on the date of the Executive's termination of
employment with the COMPANY AND THE SAVINGS BANK, equal to
the present value of the Executive's Accrued Benefit as
defined in the Plan computed as if the Executive had
remained in the employ of the Company and the Savings Bank
for 2 years after his termination of employment and had
received the same compensation from the Company or the
Savings Bank for determining benefits under the Plan, as
defined in the Plan, being paid to him at the time of his
termination of employment for that 2 year period, and
assuming Credited Service as defined in the Plan continues
for that 2 year period, minus the present value of the
Executive's Accrued Benefit under the Plan as computed on
the date of termination.
(ii) The Company shall further pay to Executive an aggregate
amount equal to 2.99 times the annualized base salary for the
current year and 2.99 times the bonus paid to the Executive by the
Company and/or the Savings Bank in the previous fiscal year prior
to the date of termination. Payment of such amount shall be made
in semi-monthly installments each equal to 1/48th of such amount
payable in the same sequence of semi-monthly payments as followed
by the Company or the Savings Bank for the payment of salary,
beginning on the first salary payment date following the date of
termination and continuing until paid in full, or at the option of
Executive, in a lump sum no later than thirty (30) calendar days
following the date of termination.
(iii) In addition, in lieu of the COBRA coverage otherwise
available to the Executive, the Company shall maintain in full
force and effect for the continued benefit of the Executive for
three (3) years following the date of termination, all employee
welfare plans and programs in which the Executive was entitled to
participate immediately prior to the date of termination provided
that the Executive's continued participation is possible under the
general terms and provisions of such plans and programs. The
Executive shall pay all costs associated with obtaining such
benefits for the first 24 months following the date of
termination, but will be promptly reimbursed for such costs by the
Company.
The Executive shall not be entitled to reimbursement for the costs
of such coverage for the next 12 months. In the event that the
Executive's participation in any such plan or program is or
3
<PAGE>
becomes barred or unavailable, the Company shall pay to the
Executive the difference between the costs to the Executive
pursuant to the terms of this Agreement had (he)(she) been able to
continue participation in such plans and programs and the cost to
the Executive of obtaining benefits substantially similar to those
which the Executive would otherwise have been entitled to receive
under such plans and programs from which his continued
participation is or becomes barred or rendered unavailable.
Executive's rights to such benefits shall be reduced to the extent
that Executive is eligible for comparable benefits supplied by a
subsequent employer.
(iv) The Company will permit Executive or his personal
representative(s) or heirs, during a period of twelve months
following Executive's termination of employment which results in
the obligation of the Company to make payments pursuant to Section
2(c) of this Agreement (but in no event later than the date upon
which the subject stock option expires pursuant to its terms), to
require Company, upon written request, to purchase all outstanding
stock options previously granted to Executive under any stock
option plan of Company then in effect whether or not such options
are then exercisable or have terminated at a cash purchase price
equal to the amount by which the aggregate "fair market value" of
the shares subject to such options exceeds the aggregate option
price for such shares. For purposes of this Agreement, the term
"fair market value" shall mean the higher of (1) the average of
the highest asked prices for Company shares in the
over-the-counter market as reported on the NASDAQ system if the
shares are traded on such system for the 30 business days
preceding such termination, or (2) the average per share price
actually paid for the most highly priced 1% of the Company shares
acquired in connection with the Change of Control by any person or
group acquiring such control.
Provided, however, if the aggregate present value of the above payments which
may be considered a "parachute payment" within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended ("Code") shall equal or exceed
three (3) times the Executive's base amount ("Base Amount"), as such term is
defined in Section 280G of the Code, then such aggregate payment shall be
reduced to the highest payment which is not three (3) times such Base Amount.
The sole purpose of the limitation imposed by this provision is to preclude the
amount payable pursuant to this Section 2(c) from being characterized as an
"excess parachute payment" under section 280G of the Code. It is the intention
of the parties that this subsection be interpreted and construed in a manner so
as to allow the greatest dollar payment to Executive without such payment being
classified as an "excess parachute payment," as such term is defined by section
280G of the Code.
The Company and Executive agree that any dispute under this Section 2(c) of the
application of the limitation of section 280G of the Code shall be resolved by
an opinion of competent counsel selected by and acceptable to the Company and
Executive. Counsel's fee for the opinion required herein shall be paid by the
Company.
(d) For the purposes of this Agreement, a "Change in Control"
shall mean (i) any merger, consolidation, share exchange, or other combination
or reorganization involving the Company (collectively referred herein as a
"Transaction"), irrespective of which party is the surviving entity, excluding
any Transaction (A) involving the Company solely in connection with the
acquisition by the Company of any subsidiary, (B) any Transaction involving the
Company in which the shareholders of the Company immediately prior to such
Transaction own at least a majority of the issued and outstanding voting
securities of the surviving entity immediately subsequent to such Transaction
and individuals who were directors of the Company immediately prior to such
Transaction constitute at least a majority of the Board of Directors of the
surviving entity immediately subsequent to such Transaction, or (C) any
Transaction involving any employee benefit plan sponsored by the Company or the
Savings Bank or any subsidiary thereof; (ii) any sale, lease, exchange,
transfer, or other disposition of all or any substantial part of the assets of
the Company; (iii) any acquisition by any person or entity, directly or
indirectly, of the beneficial ownership of 25% or more of the outstanding voting
stock of the Company, excluding acquisitions by individuals or entities who at
the date of this Agreement were either a Director of the Company or the
beneficial owner (either directly or indirectly) of 10% or more of the voting
securities of the Company; (iv) during any period of 2 consecutive years during
the term hereof, individuals who at the date of the Agreement constitute the
Board of Directors of the Company cease for any reason to constitute at least a
majority thereof, unless the election of each Director (who was not a Director
of the Company at the date of this Agreement) at the beginning of such
Director's term has been approved by Directors representing at least two-thirds
of the Directors then in office who were Directors on the date of this
Agreement.
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<PAGE>
(e) Any termination of Executive's employment for the reasons
set forth in Section 2(a) (except for reason of Executive's death) or by
Executive for the reasons set forth in Section 2(b) shall be communicated by
written "Notice of Termination" to the other party, delivered in a manner
provided in Section 14 hereof. Any "Notice of Termination" given by Executive
pursuant to Section 2(b), or given by the Company in connection with a
termination as to which the Company believes it is not obligated to provide
Executive with the benefits set forth in Section 2(c), shall indicate the
specific provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
such termination. "Date of termination" for the purposes of this Agreement shall
mean the date on which such "Notice of Termination" is given.
(f) Notwithstanding anything to the contrary in this Agreement,
the Executive shall not be entitled to any payments or benefits pursuant to the
terms of this Agreement after he attains seventy (70) years of age.
3. Payment of Certain Costs of Executive. If a dispute arises
regarding a termination of Executive's employment subsequent to a Change in
Control or the interpretation or enforcement of this Agreement and Executive
obtains a final judgment in his favor from a court of competent jurisdiction or
his claim is settled by the Company prior to the rendering of a judgment by such
a court, all legal fees and expenses incurred by Executive in contesting or
disputing any such termination or seeking to obtain or enforce any right or
benefit provided for in this Agreement or in otherwise pursuing his claim will
be paid by the Company, to the extent permitted by law.
4. Moving Expenses. In the event of termination of Executive's
employment subsequent to a Change in Control, Executive shall be reimbursed by
the Company for any moving expenses incurred by him in relocating to the place
of subsequent employment in the event such cost is not paid by the subsequent
employer. Such expenses shall include reasonable selling expenses of his
residence. Such expenses shall be reimbursed within thirty (30) days of
Executive's submission of an itemized listing of the same to the Company.
5. Surrender of Company Records. Upon termination of Executive's
employment for any reason, he shall immediately surrender to the Company all
Company and Savings Bank records, notes, documents, forms, manuals or other
written or printed material, and all copies thereof, in his possession or
control, which pertains to the business of the Company and/or Savings Bank and
which would not be available publicly. Executive agrees that all of the
foregoing shall be and remain the sole and exclusive property of the Company
and/or Savings Bank.
6. Covenant of Confidentiality. Executive shall keep confidential and
not improperly divulge for the benefit of another party or use for his own
benefit, the Company's and Savings Bank's confidential information including,
but not limited to, business secrets relating to the Company's and Savings
Bank's finances, operations and customer lists. All of the Company's and Savings
Bank's confidential information shall be the sole and exclusive property of the
Company and/or Savings Bank.
7. Termination. This Agreement shall automatically terminate without
notice prior to any Change in Control if the Executive shall resign, retire,
become permanently and totally disabled, voluntarily take another position
requiring a substantial portion of his time or die. This Agreement shall also
automatically terminate without notice if Executive's employment as an officer
of the Company or the Savings Bank shall have been terminated for any reason by
the Board of Directors of the Company or the Savings Bank prior to the Company
or the Savings Bank entering into any definitive, binding agreement which
contemplates a Change in Control of the Company or the Savings Bank.
8. Severability. In case any one or more of the provisions contained
herein shall, for any reason, be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Agreement, but this Agreement shall be construed as
if such invalid, illegal or unenforceable provision or provisions had never been
contained herein.
9. Parties Bound.
-------------
5
<PAGE>
(a) All provisions of this Agreement shall inure to the benefit
of and be binding upon the parties hereto, their heirs, personal
representatives, successors and assigns.
(b) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company pursuant to a Change
in Control, by agreement in form and substance satisfactory to Executive, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such agreement
prior to the effectiveness of any such succession shall be deemed a material
breach of this Agreement.
(c) If Executive should die while any amounts are payable to
him hereunder, this Agreement shall inure to the administrators, heirs,
distributees, devisees and legatees and all amounts payable hereunder shall then
be paid in accordance with the terms of this Agreement to Executive's devisee,
legatee or other designee or, if there be no such designee, to his estate.
10. Effect and Modification.
-----------------------
(a) This Agreement comprises the entire agreement between the
parties with respect to the subject matter hereof and supersedes all earlier
agreements relating to the subject matter hereof. No statement or promise,
except as herein set forth, has been made with respect to the subject matter of
this Agreement. The headings of the individual sections herein are for
convenience only and shall not be deemed to be a substantive part of this
Agreement. No modification or amendment hereof shall be effective unless in
writing and signed by Executive and the Company.
(b) This Agreement does not provide a guarantee of continued
employment nor does it create an express or implied contract of employment and
the Executive acknowledges that no employment relationship is created in any
manner by this Agreement and that he may be terminated at any time.
This Agreement is not intended to and shall not be deemed to be in
lieu of any rights, benefits and privileges to which Executive may
be entitled as an executive of the Company under any retirement,
pension, profit sharing, stock ownership, stock option, insurance
or hospital plan or other plans, benefits, programs and policies
which may now be in effect or which may hereafter be adopted. It
is understood that Executive shall have the same rights and
privileges to participate in such plans, benefits, programs and
policies as any other Executive during his period of employment.
(c) No payment shall be made pursuant to this Agreement if such
payment would be in violation of any federal or state law or regulation of any
federal or state regulatory authority having jurisdiction over the Company or
the Savings Bank or be considered an unsafe or unsound practice by any federal
or state regulatory authority having jurisdiction over the Company or the
Savings Bank.
11. Non-Waiver. The failure or refusal of either party to enforce all
or any part of, or the waiver by either party of any breach of this Agreement,
shall not be a waiver of that party's continuing or subsequent rights under this
Agreement, nor shall such failure or refusal or waiver have any effect upon the
subsequent enforceability of this Agreement.
12. Governing Law. This Agreement is being delivered in and shall be
governed by the laws of the State of Indiana.
13. Notice. Any notice, request, instruction or other document to be
given hereunder to any party shall be in writing and delivered by hand,
telegram, facsimile transmission, registered or certified United States mail
return receipt requested, or other form of receipted delivery, with all expenses
of delivery prepaid, as follows:
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IF TO EXECUTIVE:
M. Brian Davis
700 South Green River Road, Suite 2000
Evansville, Indiana 47715
IF TO COMPANY:
Fidelity Federal Bancorp
700 South Green River Road, Suite 2000
Evansville, Indiana 47715
ATTENTION: BOARD OF DIRECTORS
14. Additional Matters.
------------------
(a) If Executive is suspended and/or temporarily prohibited from
participating in the conduct of Company's or Savings Bank's affairs by a notice
served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12
U.S.C. ss. 1818(e)(3) and (g)(1)), Company's obligations under this Agreement
shall be suspended as of the date of service, unless stayed by appropriate
proceedings. If the charges in the notice are dismissed, Company shall (i) pay
Executive all or part of the compensation withheld while its obligations under
this Agreement were suspended and (ii) reinstate (in whole or in part) any of
its obligations which were suspended.
(b) If Executive is removed and/or permanently prohibited from
participating in the conduct of Company's or Savings Bank's affairs by an order
issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12
U.S.C. ss. 1818(e)(4) or (g)(1)), all obligations of Company under this
Agreement shall terminate as of the effective date of the order, but vested
rights of the parties to the Agreement shall not be affected. If Company or
Savings Bank is in default (as defined in section 3(x)(1) of the Federal Deposit
Insurance Act), all obligations under this Agreement shall terminate as of the
date of default, but this provision shall not affect any vested rights of
Company or Executive.
(c) All obligations under this Agreement may be terminated
except to the extent determined that the continuation of the Agreement is
necessary for the continued operation of Company or Savings Bank: (i) by the
Director of the Office of Thrift Supervision, or his or her designee (the
"Director"), at the time the Federal Deposit Insurance Corporation or Resolution
Trust Corporation enters into an agreement to provide assistance to or on behalf
of Company or Savings Bank under the authority contained in Section 13(c) of the
Federal Deposit Insurance Act; or (ii) by the Director at the time the Director
approves a supervisory merger to resolve problems related to operation of
Company or Savings Bank or when Company or Savings Bank is determined by the
Director to be in an unsafe and unsound condition. Any rights of the parties
that have already vested, however, shall not be affected by such action.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
EXECUTIVE
/s/ M. BRIAN DAVIS
--------------------------------
M. Brian Davis
FIDELITY FEDERAL BANCORP
By: /s/ DONALD R. NEEL
---------------------------
Donald R. Neel, EVP and CFO
ATTEST:
By: /s/ JACK CUNNINGHAM
-------------------------
Jack Cunningham, Chairman
8
Exhibit 10(d)
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT is made as of the 1st day of December 1997,
between FIDELITY FEDERAL BANCORP (the "Company"), an Indiana corporation and
registered savings and loan holding company under Section 10(b)(1) of the Home
Owners' Loan Act, as amended, and the owner of 100% of the issued and
outstanding stock of United Fidelity Bank (the "Savings Bank"), and DONALD R.
NEEL, Executive Vice President, CFO & Treasurer of the Company and the Executive
Vice President and Chief Operating Officer of the Savings Bank (the
"Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to assure continuity of its and the
Savings Bank's management; to enable its and the Savings Bank's executives to
devote their full attention to management responsibilities and, when faced with
a possible Change in Control (as defined herein), to help the Board of Directors
assess options and advise as to the best interest of the Company and its
shareholders without being influenced by the uncertainties of their own
situations; and to demonstrate to executives the interests of the Company in
their well-being and fair treatment in the event of a Change in Control; and
WHEREAS, to that end, the Company desires to assure Executive that he
will receive certain benefits following a Change in Control (as defined below)
of the Company, subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
promises and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and Executive agree as follows:
1. Term. The term of this Agreement shall begin on December 1, 1997
(the "Effective Date") and shall end on December 1, 1999, unless terminated as
provided herein; provided, however, that such term shall be extended for an
additional year on each anniversary of the Effective Date if Company's Board of
Directors determines by resolution to extend this Agreement prior to such
anniversary and such extension is not objected to by Executive pursuant to
written notice to Company at least 90 days prior to such anniversary. If the
Term (as defined below) is not extended as provided herein, the term of this
Agreement shall end two years subsequent to the anniversary of the Effective
Date for which no extension was made (such term including any extension thereof
shall herein be referred to as the "Term"). Notwithstanding the foregoing, this
Agreement shall automatically terminate without notice at 11:59 p.m. on the day
immediately preceding the day the Executive attains seventy (70) years of age.
<PAGE>
2. Benefits Upon a Change in Control.
---------------------------------
(a) The Company shall provide Executive with the benefits set
forth in Section 2(c) hereof upon any termination of Executive's employment by
the Company and the Savings Bank during that two (2) year period following a
Change in Control (as defined below) which occurs during the term of this
Agreement for any reason except the following:
(i) Termination for cause. "Cause" shall be defined as (A)
action by Executive involving personal dishonesty; incompetence;
willful misconduct; breach of fiduciary duty involving personal
profit; intentional failure to perform stated duties; willful
violation of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order;
or gross negligence which has or may reasonably be expected to
have a material adverse effect on the financial condition or
reputation of the Company or the Savings Bank, (B) termination of
Executive pursuant to the requirement or direction of a federal or
state regulatory agency having jurisdiction over the Company or
the Savings Bank, (C) conviction of Executive of the commission of
any criminal offense involving dishonesty or breach of trust, or
(D) any material breach by Executive of a material term, condition
or covenant of this Agreement. Notwithstanding the foregoing,
Executive shall not be deemed to have been terminated for cause
unless there shall have been delivered to Executive a copy of a
notice of termination from the Company accompanied by a resolution
duly adopted by a majority of the directors then in office,
finding that in the good faith opinion of the directors, the
termination of Executive's employment is for cause, specifying the
particulars thereof in detail, and granting an opportunity,
following a reasonable period of time, for Executive, together
with his counsel, to be heard before the Board of Directors;
(ii) Disability of the Executive, as determined under the
policies and procedures of the Company as in effect immediately
prior to such Change in Control. Termination pursuant to this
Section 2(a)(ii) shall not affect any rights which Executive may
have under any disability policy or program of the Company;
(iii) Voluntary retirement of the Executive in accordance with
policies and procedures of the Company in effect immediately prior
to the Change in Control; or
(iv) Death of the Executive.
(b) The Company shall also provide Executive with the benefits
set forth in Section 2(c) if a Change in Control occurs during the term of this
Agreement and Executive terminates his employment during the two (2) year period
following the Change in Control after the happening of one or more of the
following events:
(i) Without the express written consent of Executive, the
assignment of Executive to any duties materially inconsistent with
his positions, duties, responsibilities or status with the Company
immediately prior to the Change in Control or a substantial
reduction of his duties or responsibilities;
(ii) A reduction by the Company in the compensation or benefits
of Executive in effect immediately prior to the Change in Control,
or any failure to include Executive in any bonus or benefit plans
as may be offered by the Company from time to time;
(iii) A requirement that Executive be based anywhere other than
Evansville, Indiana, except for required travel pertaining to the
Company's business in accordance with the Company's management
practices in effect prior to a Change in Control;
(iv) Any purported termination of Executive's employment for
cause as defined in Section 2(a)(i) above or for disability
without grounds;
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<PAGE>
(v) Any failure of the Company to obtain the assumption of the
obligation to perform this Agreement by any successor as
contemplated in Section 9(b) hereof; or
(vi) Any material breach by the Company of any of the provisions
of this Agreement or any failure by the Company to carry out any
of its obligations hereunder.
(c) Subject to the terms and conditions of this Agreement,
including Sections 2(a) and 2(b) above, the Company shall pay to Executive the
amounts provided in (i) and (ii) below at the time and in the manner provided,
less any withholding therefrom under applicable federal, state or local income
tax, other tax, or social security laws or similar statutes, and shall provide
to Executive the benefits provided in (iii) below upon termination of his
employment with the Company.
(i) Within thirty (30) days of his date of termination
following a Change in Control (as defined below), the Company
shall pay to Executive a lump sum single payment in readily
available funds, equal to the aggregate of the following:
(A) Executive's base salary, at his then-effective annual
rate, through the date of termination of his employment;
plus
(B) An amount computed by the actuary for Financial
Institutions Retirement Fund (or any other retirement plan
in which the Company participates in the future instead of
the Financial Institutions Retirement Fund) (the "Plan")
based on the actuarial assumptions for the Plan and the
Plan's actuarial equivalency determination procedures as in
effect on the date of the Executive's termination of
employment with the COMPANY AND THE SAVINGS BANK, equal to
the present value of the Executive's Accrued Benefit as
defined in the Plan computed as if the Executive had
remained in the employ of the Company and the Savings Bank
for 2 years after his termination of employment and had
received the same compensation from the Company or the
Savings Bank for determining benefits under the Plan, as
defined in the Plan, being paid to him at the time of his
termination of employment for that 2 year period, and
assuming Credited Service as defined in the Plan continues
for that 2 year period, minus the present value of the
Executive's Accrued Benefit under the Plan as computed on
the date of termination.
(ii) The Company shall further pay to Executive an aggregate
amount equal to 2.99 times the annualized base salary for the
current year and 2.99 times the bonus paid to the Executive by the
Company and/or the Savings Bank in the previous fiscal year prior
to the date of termination. Payment of such amount shall be made
in semi-monthly installments each equal to 1/48th of such amount
payable in the same sequence of semi-monthly payments as followed
by the Company or the Savings Bank for the payment of salary,
beginning on the first salary payment date following the date of
termination and continuing until paid in full, or at the option of
Executive, in a lump sum no later than thirty (30) calendar days
following the date of termination.
(iii) In addition, in lieu of the COBRA coverage otherwise
available to the Executive, the Company shall maintain in full
force and effect for the continued benefit of the Executive for
three (3) years following the date of termination, all employee
welfare plans and programs in which the Executive was entitled to
participate immediately prior to the date of termination provided
that the Executive's continued participation is possible under the
general terms and provisions of such plans and programs. The
Executive shall pay all costs associated with obtaining such
benefits for the first 24 months following the date of
termination, but will be promptly reimbursed for such costs by the
Company.
The Executive shall not be entitled to reimbursement for the costs
of such coverage for the next 12 months. In the event that the
Executive's participation in any such plan or program is or
becomes barred or unavailable, the Company shall pay to the
Executive the difference between
3
<PAGE>
the costs to the Executive pursuant to the terms of this Agreement
had (he)(she) been able to continue participation in such plans
and programs and the cost to the Executive of obtaining benefits
substantially similar to those which the Executive would otherwise
have been entitled to receive under such plans and programs from
which his continued participation is or becomes barred or rendered
unavailable. Executive's rights to such benefits shall be reduced
to the extent that Executive is eligible for comparable benefits
supplied by a subsequent employer.
(iv) The Company will permit Executive or his personal
representative(s) or heirs, during a period of twelve months
following Executive's termination of employment which results in
the obligation of the Company to make payments pursuant to Section
2(c) of this Agreement (but in no event later than the date upon
which the subject stock option expires pursuant to its terms), to
require Company, upon written request, to purchase all outstanding
stock options previously granted to Executive under any stock
option plan of Company then in effect whether or not such options
are then exercisable or have terminated at a cash purchase price
equal to the amount by which the aggregate "fair market value" of
the shares subject to such options exceeds the aggregate option
price for such shares. For purposes of this Agreement, the term
"fair market value" shall mean the higher of (1) the average of
the highest asked prices for Company shares in the over-the-
counter market as reported on the NASDAQ system if the shares are
traded on such system for the 30 business days preceding such
termination, or (2) the average per share price actually paid for
the most highly priced 1% of the Company shares acquired in
connection with the Change of Control by any person or group
acquiring such control.
Provided, however, if the aggregate present value of the above payments which
may be considered a "parachute payment" within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended ("Code") shall equal or exceed
three (3) times the Executive's base amount ("Base Amount"), as such term is
defined in Section 280G of the Code, then such aggregate payment shall be
reduced to the highest payment which is not three (3) times such Base Amount.
The sole purpose of the limitation imposed by this provision is to preclude the
amount payable pursuant to this Section 2(c) from being characterized as an
"excess parachute payment" under section 280G of the Code. It is the intention
of the parties that this subsection be interpreted and construed in a manner so
as to allow the greatest dollar payment to Executive without such payment being
classified as an "excess parachute payment," as such term is defined by section
280G of the Code.
The Company and Executive agree that any dispute under this Section 2(c) of the
application of the limitation of section 280G of the Code shall be resolved by
an opinion of competent counsel selected by and acceptable to the Company and
Executive. Counsel's fee for the opinion required herein shall be paid by the
Company.
(d) For the purposes of this Agreement, a "Change in Control"
shall mean (i) any merger, consolidation, share exchange, or other combination
or reorganization involving the Company (collectively referred herein as a
"Transaction"), irrespective of which party is the surviving entity, excluding
any Transaction (A) involving the Company solely in connection with the
acquisition by the Company of any subsidiary, (B) any Transaction involving the
Company in which the shareholders of the Company immediately prior to such
Transaction own at least a majority of the issued and outstanding voting
securities of the surviving entity immediately subsequent to such Transaction
and individuals who were directors of the Company immediately prior to such
Transaction constitute at least a majority of the Board of Directors of the
surviving entity immediately subsequent to such Transaction, or (C) any
Transaction involving any employee benefit plan sponsored by the Company or the
Savings Bank or any subsidiary thereof; (ii) any sale, lease, exchange,
transfer, or other disposition of all or any substantial part of the assets of
the Company; (iii) any acquisition by any person or entity, directly or
indirectly, of the beneficial ownership of 25% or more of the outstanding voting
stock of the Company, excluding acquisitions by individuals or entities who at
the date of this Agreement were either a Director of the Company or the
beneficial owner (either directly or indirectly) of 10% or more of the voting
securities of the Company; (iv) during any period of 2 consecutive years during
the term hereof, individuals who at the date of the Agreement constitute the
Board of Directors of the Company cease for any reason to constitute at least a
majority thereof, unless the election of each Director (who was not a Director
of the Company at the date of this Agreement) at the beginning of such
Director's term has been approved by Directors representing at least two-thirds
of the Directors then in office who were Directors on the date of this
Agreement.
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<PAGE>
(e) Any termination of Executive's employment for the reasons
set forth in Section 2(a) (except for reason of Executive's death) or by
Executive for the reasons set forth in Section 2(b) shall be communicated by
written "Notice of Termination" to the other party, delivered in a manner
provided in Section 14 hereof. Any "Notice of Termination" given by Executive
pursuant to Section 2(b), or given by the Company in connection with a
termination as to which the Company believes it is not obligated to provide
Executive with the benefits set forth in Section 2(c), shall indicate the
specific provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
such termination. "Date of termination" for the purposes of this Agreement shall
mean the date on which such "Notice of Termination" is given.
(f) Notwithstanding anything to the contrary in this Agreement,
the Executive shall not be entitled to any payments or benefits pursuant to the
terms of this Agreement after he attains seventy (70) years of age.
3. Payment of Certain Costs of Executive. If a dispute arises
regarding a termination of Executive's employment subsequent to a Change in
Control or the interpretation or enforcement of this Agreement and Executive
obtains a final judgment in his favor from a court of competent jurisdiction or
his claim is settled by the Company prior to the rendering of a judgment by such
a court, all legal fees and expenses incurred by Executive in contesting or
disputing any such termination or seeking to obtain or enforce any right or
benefit provided for in this Agreement or in otherwise pursuing his claim will
be paid by the Company, to the extent permitted by law.
4. Moving Expenses. In the event of termination of Executive's
employment subsequent to a Change in Control, Executive shall be reimbursed by
the Company for any moving expenses incurred by him in relocating to the place
of subsequent employment in the event such cost is not paid by the subsequent
employer. Such expenses shall include reasonable selling expenses of his
residence. Such expenses shall be reimbursed within thirty (30) days of
Executive's submission of an itemized listing of the same to the Company.
5. Surrender of Company Records. Upon termination of Executive's
employment for any reason, he shall immediately surrender to the Company all
Company and Savings Bank records, notes, documents, forms, manuals or other
written or printed material, and all copies thereof, in his possession or
control, which pertains to the business of the Company and/or Savings Bank and
which would not be available publicly. Executive agrees that all of the
foregoing shall be and remain the sole and exclusive property of the Company
and/or Savings Bank.
6. Covenant of Confidentiality. Executive shall keep confidential and
not improperly divulge for the benefit of another party or use for his own
benefit, the Company's and Savings Bank's confidential information including,
but not limited to, business secrets relating to the Company's and Savings
Bank's finances, operations and customer lists. All of the Company's and Savings
Bank's confidential information shall be the sole and exclusive property of the
Company and/or Savings Bank.
7. Termination. This Agreement shall automatically terminate without
notice prior to any Change in Control if the Executive shall resign, retire,
become permanently and totally disabled, voluntarily take another position
requiring a substantial portion of his time or die. This Agreement shall also
automatically terminate without notice if Executive's employment as an officer
of the Company or the Savings Bank shall have been terminated for any reason by
the Board of Directors of the Company or the Savings Bank prior to the Company
or the Savings Bank entering into any definitive, binding agreement which
contemplates a Change in Control of the Company or the Savings Bank.
8. Severability. In case any one or more of the provisions contained
herein shall, for any reason, be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Agreement, but this Agreement shall be construed as
if such invalid, illegal or unenforceable provision or provisions had never been
contained herein.
9. Parties Bound.
-------------
5
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(a) All provisions of this Agreement shall inure to the benefit
of and be binding upon the parties hereto, their heirs, personal
representatives, successors and assigns.
(b) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company pursuant to a Change
in Control, by agreement in form and substance satisfactory to Executive, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such agreement
prior to the effectiveness of any such succession shall be deemed a material
breach of this Agreement.
(c) If Executive should die while any amounts are payable to
him hereunder, this Agreement shall inure to the administrators, heirs,
distributees, devisees and legatees and all amounts payable hereunder shall then
be paid in accordance with the terms of this Agreement to Executive's devisee,
legatee or other designee or, if there be no such designee, to his estate.
10. Effect and Modification.
-----------------------
(a) This Agreement comprises the entire agreement between the
parties with respect to the subject matter hereof and supersedes all earlier
agreements relating to the subject matter hereof. No statement or promise,
except as herein set forth, has been made with respect to the subject matter of
this Agreement. The headings of the individual sections herein are for
convenience only and shall not be deemed to be a substantive part of this
Agreement. No modification or amendment hereof shall be effective unless in
writing and signed by Executive and the Company.
(b) This Agreement does not provide a guarantee of continued
employment nor does it create an express or implied contract of employment and
the Executive acknowledges that no employment relationship is created in any
manner by this Agreement and that he may be terminated at any time.
This Agreement is not intended to and shall not be deemed to be in
lieu of any rights, benefits and privileges to which Executive may
be entitled as an executive of the Company under any retirement,
pension, profit sharing, stock ownership, stock option, insurance
or hospital plan or other plans, benefits, programs and policies
which may now be in effect or which may hereafter be adopted. It
is understood that Executive shall have the same rights and
privileges to participate in such plans, benefits, programs and
policies as any other Executive during his period of employment.
(c) No payment shall be made pursuant to this Agreement if such
payment would be in violation of any federal or state law or regulation of any
federal or state regulatory authority having jurisdiction over the Company or
the Savings Bank or be considered an unsafe or unsound practice by any federal
or state regulatory authority having jurisdiction over the Company or the
Savings Bank.
11. Non-Waiver. The failure or refusal of either party to enforce all
or any part of, or the waiver by either party of any breach of this Agreement,
shall not be a waiver of that party's continuing or subsequent rights under this
Agreement, nor shall such failure or refusal or waiver have any effect upon the
subsequent enforceability of this Agreement.
12. Governing Law. This Agreement is being delivered in and shall be
governed by the laws of the State of Indiana.
13. Notice. Any notice, request, instruction or other document to be
given hereunder to any party shall be in writing and delivered by hand,
telegram, facsimile transmission, registered or certified United States mail
return receipt requested, or other form of receipted delivery, with all expenses
of delivery prepaid, as follows:
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IF TO EXECUTIVE:
Donald R. Neel
2914 Elmridge Drive
Evansville, Indiana 47711
IF TO COMPANY:
Fidelity Federal Bancorp
700 South Green River Road
Suite 2000
Evansville, Indiana 47715
ATTENTION: BOARD OF DIRECTORS
14. Additional Matters.
------------------
(a) If Executive is suspended and/or temporarily prohibited
from participating in the conduct of Company's or Savings Bank's affairs by a
notice served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance
Act (12 U.S.C. ss. 1818(e)(3) and (g)(1)), Company's obligations under this
Agreement shall be suspended as of the date of service, unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, Company
shall (i) pay Executive all or part of the compensation withheld while its
obligations under this Agreement were suspended and (ii) reinstate (in whole or
in part) any of its obligations which were suspended.
(b) If Executive is removed and/or permanently prohibited from
participating in the conduct of Company's or Savings Bank's affairs by an order
issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12
U.S.C. ss. 1818(e)(4) or (g)(1)), all obligations of Company under this
Agreement shall terminate as of the effective date of the order, but vested
rights of the parties to the Agreement shall not be affected. If Company or
Savings Bank is in default (as defined in section 3(x)(1) of the Federal Deposit
Insurance Act), all obligations under this Agreement shall terminate as of the
date of default, but this provision shall not affect any vested rights of
Company or Executive.
(c) All obligations under this Agreement may be terminated
except to the extent determined that the continuation of the Agreement is
necessary for the continued operation of Company or Savings Bank: (i) by the
Director of the Office of Thrift Supervision, or his or her designee (the
"Director"), at the time the Federal Deposit Insurance Corporation or Resolution
Trust Corporation enters into an agreement to provide assistance to or on behalf
of Company or Savings Bank under the authority contained in Section 13(c) of the
Federal Deposit Insurance Act; or (ii) by the Director at the time the Director
approves a supervisory merger to resolve problems related to operation of
Company or Savings Bank or when Company or Savings Bank is determined by the
Director to be in an unsafe and unsound condition. Any rights of the parties
that have already vested, however, shall not be affected by such action.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
EXECUTIVE
/s/ DONALD R. NEEL
--------------------------------------
Donald R. Neel
FIDELITY FEDERAL BANCORP
By: /s/ M. BRIAN DAVIS
---------------------------------
M. Brian Davis, President and CEO
ATTEST:
By: /s/ JACK CUNNINGHAM
-------------------------
Jack Cunningham, Chairman
8
Exhibit 10(e)
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT is made as of the 1st day of December 1997,
between United Fidelity Bank ("Bank"), and Terry G. Johnston, the Executive Vice
President of Bank (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to assure continuity of its, the Savings
Bank's and its subsiidiaries' management; to enable its, the Savings Bank's and
its subsidiaries' executives to devote their full attention to management
responsibilities and, when faced with a possible Change in Control (as defined
herein), to help the Board of Directors assess options and advise as to the best
interest of the Company and its shareholders without being influenced by the
uncertainties of their own situations; and to demonstrate to executives the
interests of the Company in their well-being and fair treatment in the event of
a Change in Control; and
WHEREAS, to that end, the Company desires to assure Executive that he
will receive certain benefits following a Change in Control (as defined below)
of the Company, subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
promises and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and Executive agree as follows:
1. Term. The term of this Agreement shall begin on December 1, 1997
(the "Effective Date") and shall end on December 1, 1999, unless terminated as
provided herein; provided, however, that such term shall be extended for an
additional year on each anniversary of the Effective Date if Company's Board of
Directors determines by resolution to extend this Agreement prior to such
anniversary and such extension is not objected to by Executive pursuant to
written notice to Company at least 90 days prior to such anniversary. If the
Term (as defined below) is not extended as provided herein, the term of this
Agreement shall end two years subsequent to the anniversary of the Effective
Date for which no extension was made (such term including any extension thereof
shall herein be referred to as the "Term"). Notwithstanding the foregoing, this
Agreement shall automatically terminate without notice at 11:59 p.m. on the day
immediately preceding the day the Executive attains seventy (70) years of age.
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2. Benefits Upon a Change in Control.
---------------------------------
(a) The Company shall provide Executive with the benefits set
forth in Section 2(c) hereof upon any termination of Executive's employment by
the Company and the Savings Bank during that two (2) year period following a
Change in Control (as defined below) which occurs during the term of this
Agreement for any reason except the following:
(i) Termination for cause. "Cause" shall be defined as (A)
action by Executive involving personal dishonesty; incompetence;
willful misconduct; breach of fiduciary duty involving personal
profit; intentional failure to perform stated duties; willful
violation of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order;
or gross negligence which has or may reasonably be expected to
have a material adverse effect on the financial condition or
reputation of the Company, the Savings Bank, or its subsidiaries
(B) termination of Executive pursuant to the requirement or
direction of a federal or state regulatory agency having
jurisdiction over the Company, the Savings Bank, or its
subsidiaries (C) conviction of Executive of the commission of any
criminal offense involving dishonesty or breach of trust, or (D)
any material breach by Executive of a material term, condition or
covenant of this Agreement. Notwithstanding the foregoing,
Executive shall not be deemed to have been terminated for cause
unless there shall have been delivered to Executive a copy of a
notice of termination from the Company accompanied by a resolution
duly adopted by a majority of the directors then in office,
finding that in the good faith opinion of the directors, the
termination of Executive's employment is for cause, specifying the
particulars thereof in detail, and granting an opportunity,
following a reasonable period of time, for Executive, together
with his counsel, to be heard before the Board of Directors;
(ii) Disability of the Executive, as determined under the
policies and procedures of the Company as in effect immediately
prior to such Change in Control. Termination pursuant to this
Section 2(a)(ii) shall not affect any rights which Executive may
have under any disability policy or program of the Company;
(iii) Voluntary retirement of the Executive in accordance with
policies and procedures of the Company in effect immediately prior
to the Change in Control; or
(iv) Death of the Executive.
(b) The Company shall also provide Executive with the benefits
set forth in Section 2(c) if a Change in Control occurs during the term of this
Agreement and Executive terminates his employment during the two (2) year period
following the Change in Control after the happening of one or more of the
following events:
(i) Without the express written consent of Executive, the
assignment of Executive to any duties materially inconsistent with
his positions, duties, responsibilities or status with the Company
immediately prior to the Change in Control or a substantial
reduction of his duties or responsibilities;
(ii) A reduction by the Company in the compensation or benefits
of Executive in effect immediately prior to the Change in Control,
or any failure to include Executive in any bonus or benefit plans
as may be offered by the Company from time to time;
(iii) A requirement that Executive be based anywhere other than
Evansville, Indiana, except for required travel pertaining to the
Company's business in accordance with the Company's management
practices in effect prior to a Change in Control;
(iv) Any purported termination of Executive's employment for
cause as defined in Section 2(a)(i) above or for disability
without grounds;
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<PAGE>
(v) Any failure of the Company to obtain the assumption of the
obligation to perform this Agreement by any successor as
contemplated in Section 9(b) hereof; or
(vi) Any material breach by the Company of any of the provisions
of this Agreement or any failure by the Company to carry out any
of its obligations hereunder.
(c) Subject to the terms and conditions of this Agreement,
including Sections 2(a) and 2(b) above, the Company shall pay to Executive the
amounts provided in (i) and (ii) below at the time and in the manner provided,
less any withholding therefrom under applicable federal, state or local income
tax, other tax, or social security laws or similar statutes, and shall provide
to Executive the benefits provided in (iii) below upon termination of his
employment with the Company.
(i) Within thirty (30) days of his date of termination
following a Change in Control (as defined below), the Company
shall pay to Executive a lump sum single payment in readily
available funds, equal to the aggregate of the following:
(A) Executive's base salary, at his then-effective annual
rate, through the date of termination of his employment;
plus
(B) An amount computed by the actuary for Financial
Institutions Retirement Fund (or any other retirement plan
in which the Company participates in the future instead of
the Financial Institutions Retirement Fund) (the "Plan")
based on the actuarial assumptions for the Plan and the
Plan's actuarial equivalency determination procedures as in
effect on the date of the Executive's termination of
employment with the COMPANY AND THE SAVINGS BANK, equal to
the present value of the Executive's Accrued Benefit as
defined in the Plan computed as if the Executive had
remained in the employ of the Company and the Savings Bank
for 2 years after his termination of employment and had
received the same compensation from the Company or the
Savings Bank for determining benefits under the Plan, as
defined in the Plan, being paid to him at the time of his
termination of employment for that 2 year period, and
assuming Credited Service as defined in the Plan continues
for that 2 year period, minus the present value of the
Executive's Accrued Benefit under the Plan as computed on
the date of termination.
(ii) The Company shall further pay to Executive an aggregate
amount equal to 2.0 times the annualized base salary for the
current year and 2.0 times the bonus paid to the Executive by the
Company and/or the Savings Bank in the previous fiscal year prior
to the date of termination. Payment of such amount shall be made
in semi-monthly installments each equal to 1/48th of such amount
payable in the same sequence of semi-monthly payments as followed
by the Company or the Savings Bank for the payment of salary,
beginning on the first salary payment date following the date of
termination and continuing until paid in full, or at the option of
Executive, in a lump sum no later than thirty (30) calendar days
following the date of termination.
(iii) In addition, in lieu of the COBRA coverage otherwise
available to the Executive, the Company shall maintain in full
force and effect for the continued benefit of the Executive for
three (3) years following the date of termination, all employee
welfare plans and programs in which the Executive was entitled to
participate immediately prior to the date of termination provided
that the Executive's continued participation is possible under the
general terms and provisions of such plans and programs. The
Executive shall pay all costs associated with obtaining such
benefits for the first 24 months following the date of
termination, but will be promptly reimbursed for such costs by the
Company.
The Executive shall not be entitled to reimbursement for the costs
of such coverage for the next 12 months. In the event that the
Executive's participation in any such plan or program is or
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<PAGE>
becomes barred or unavailable, the Company shall pay to the
Executive the difference between the costs to the Executive
pursuant to the terms of this Agreement had (he)(she) been able to
continue participation in such plans and programs and the cost to
the Executive of obtaining benefits substantially similar to those
which the Executive would otherwise have been entitled to receive
under such plans and programs from which his continued
participation is or becomes barred or rendered unavailable.
Executive's rights to such benefits shall be reduced to the extent
that Executive is eligible for comparable benefits supplied by a
subsequent employer.
(iv) The Company will permit Executive or his personal
representative(s) or heirs, during a period of twelve months
following Executive's termination of employment which results in
the obligation of the Company to make payments pursuant to Section
2(c) of this Agreement (but in no event later than the date upon
which the subject stock option expires pursuant to its terms), to
require Company, upon written request, to purchase all outstanding
stock options previously granted to Executive under any stock
option plan of Company then in effect whether or not such options
are then exercisable or have terminated at a cash purchase price
equal to the amount by which the aggregate "fair market value" of
the shares subject to such options exceeds the aggregate option
price for such shares. For purposes of this Agreement, the term
"fair market value" shall mean the higher of (1) the average of
the highest asked prices for Company shares in the over-the-
counter market as reported on the NASDAQ system if the shares are
traded on such system for the 30 business days preceding such
termination, or (2) the average per share price actually paid for
the most highly priced 1% of the Company shares acquired in
connection with the Change of Control by any person or group
acquiring such control.
Provided, however, if the aggregate present value of the above payments which
may be considered a "parachute payment" within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended ("Code") shall equal or exceed
three (3) times the Executive's base amount ("Base Amount"), as such term is
defined in Section 280G of the Code, then such aggregate payment shall be
reduced to the highest payment which is not three (3) times such Base Amount.
The sole purpose of the limitation imposed by this provision is to preclude the
amount payable pursuant to this Section 2(c) from being characterized as an
"excess parachute payment" under section 280G of the Code. It is the intention
of the parties that this subsection be interpreted and construed in a manner so
as to allow the greatest dollar payment to Executive without such payment being
classified as an "excess parachute payment," as such term is defined by section
280G of the Code.
The Company and Executive agree that any dispute under this Section 2(c) of the
application of the limitation of section 280G of the Code shall be resolved by
an opinion of competent counsel selected by and acceptable to the Company and
Executive. Counsel's fee for the opinion required herein shall be paid by the
Company.
(d) For the purposes of this Agreement, a "Change in Control"
shall mean (i) any merger, consolidation, share exchange, or other combination
or reorganization involving the Company (collectively referred herein as a
"Transaction"), irrespective of which party is the surviving entity, excluding
any Transaction (A) involving the Company solely in connection with the
acquisition by the Company of any subsidiary, (B) any Transaction involving the
Company in which the shareholders of the Company immediately prior to such
Transaction own at least a majority of the issued and outstanding voting
securities of the surviving entity immediately subsequent to such Transaction
and individuals who were directors of the Company immediately prior to such
Transaction constitute at least a majority of the Board of Directors of the
surviving entity immediately subsequent to such Transaction, or (C) any
Transaction involving any employee benefit plan sponsored by the Company or the
Savings Bank or any subsidiary thereof; (ii) any sale, lease, exchange,
transfer, or other disposition of all or any substantial part of the assets of
the Company; (iii) any acquisition by any person or entity, directly or
indirectly, of the beneficial ownership of 25% or more of the outstanding voting
stock of the Company, excluding acquisitions by individuals or entities who at
the date of this Agreement were either a Director of the Company or the
beneficial owner (either directly or indirectly) of 10% or more of the voting
securities of the Company; (iv) during any period of 2 consecutive years during
the term hereof, individuals who at the date of the Agreement constitute the
Board of Directors of the Company cease for any reason to constitute at least a
majority thereof, unless the election of each Director (who was not a Director
of the Company at the date of this Agreement) at the beginning of such
Director's term has been approved by Directors representing at least two-thirds
of the Directors then in office who were Directors on the date of this
Agreement.
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(e) Any termination of Executive's employment for the reasons
set forth in Section 2(a) (except for reason of Executive's death) or by
Executive for the reasons set forth in Section 2(b) shall be communicated by
written "Notice of Termination" to the other party, delivered in a manner
provided in Section 14 hereof. Any "Notice of Termination" given by Executive
pursuant to Section 2(b), or given by the Company in connection with a
termination as to which the Company believes it is not obligated to provide
Executive with the benefits set forth in Section 2(c), shall indicate the
specific provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
such termination. "Date of termination" for the purposes of this Agreement shall
mean the date on which such "Notice of Termination" is given.
(f) Notwithstanding anything to the contrary in this Agreement,
the Executive shall not be entitled to any payments or benefits pursuant to the
terms of this Agreement after he attains seventy (70) years of age.
3. Payment of Certain Costs of Executive. If a dispute arises
regarding a termination of Executive's employment subsequent to a Change in
Control or the interpretation or enforcement of this Agreement and Executive
obtains a final judgment in his favor from a court of competent jurisdiction or
his claim is settled by the Company prior to the rendering of a judgment by such
a court, all legal fees and expenses incurred by Executive in contesting or
disputing any such termination or seeking to obtain or enforce any right or
benefit provided for in this Agreement or in otherwise pursuing his claim will
be paid by the Company, to the extent permitted by law.
4. Moving Expenses. In the event of termination of Executive's
employment subsequent to a Change in Control, Executive shall be reimbursed by
the Company for any moving expenses incurred by him in relocating to the place
of subsequent employment in the event such cost is not paid by the subsequent
employer. Such expenses shall include reasonable selling expenses of his
residence. Such expenses shall be reimbursed within thirty (30) days of
Executive's submission of an itemized listing of the same to the Company.
5. Surrender of Company Records. Upon termination of Executive's
employment for any reason, he shall immediately surrender to the Company all
Company and Savings Bank records, notes, documents, forms, manuals or other
written or printed material, and all copies thereof, in his possession or
control, which pertains to the business of the Company and/or Savings Bank and
which would not be available publicly. Executive agrees that all of the
foregoing shall be and remain the sole and exclusive property of the Company
and/or Savings Bank.
6. Covenant of Confidentiality. Executive shall keep confidential and
not improperly divulge for the benefit of another party or use for his own
benefit, the Company's and Savings Bank's confidential information including,
but not limited to, business secrets relating to the Company's and Savings
Bank's finances, operations and customer lists. All of the Company's and Savings
Bank's confidential information shall be the sole and exclusive property of the
Company and/or Savings Bank.
7. Termination. This Agreement shall automatically terminate without
notice prior to any Change in Control if the Executive shall resign, retire,
become permanently and totally disabled, voluntarily take another position
requiring a substantial portion of his time or die. This Agreement shall also
automatically terminate without notice if Executive's employment as an officer
of the Company or the Savings Bank shall have been terminated for any reason by
the Board of Directors of the Company or the Savings Bank prior to the Company
or the Savings Bank entering into any definitive, binding agreement which
contemplates a Change in Control of the Company or the Savings Bank.
8. Severability. In case any one or more of the provisions contained
herein shall, for any reason, be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Agreement, but this Agreement shall be construed as
if such invalid, illegal or unenforceable provision or provisions had never been
contained herein.
9. Parties Bound.
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<PAGE>
(a) All provisions of this Agreement shall inure to the benefit
of and be binding upon the parties hereto, their heirs, personal
representatives, successors and assigns.
(b) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company pursuant to a Change
in Control, by agreement in form and substance satisfactory to Executive, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such agreement
prior to the effectiveness of any such succession shall be deemed a material
breach of this Agreement.
(c) If Executive should die while any amounts are payable to
him hereunder, this Agreement shall inure to the administrators, heirs,
distributees, devisees and legatees and all amounts payable hereunder shall then
be paid in accordance with the terms of this Agreement to Executive's devisee,
legatee or other designee or, if there be no such designee, to his estate.
10. Effect and Modification.
-----------------------
(a) This Agreement comprises the entire agreement between the
parties with respect to the subject matter hereof and supersedes all earlier
agreements relating to the subject matter hereof. No statement or promise,
except as herein set forth, has been made with respect to the subject matter of
this Agreement. The headings of the individual sections herein are for
convenience only and shall not be deemed to be a substantive part of this
Agreement. No modification or amendment hereof shall be effective unless in
writing and signed by Executive and the Company.
(b) This Agreement does not provide a guarantee of continued
employment nor does it create an express or implied contract of employment and
the Executive acknowledges that no employment relationship is created in any
manner by this Agreement and that he may be terminated at any time.
This Agreement is not intended to and shall not be deemed to be in
lieu of any rights, benefits and privileges to which Executive may
be entitled as an executive of the Company under any retirement,
pension, profit sharing, stock ownership, stock option, insurance
or hospital plan or other plans, benefits, programs and policies
which may now be in effect or which may hereafter be adopted. It
is understood that Executive shall have the same rights and
privileges to participate in such plans, benefits, programs and
policies as any other Executive during his period of employment.
(c) No payment shall be made pursuant to this Agreement if such
payment would be in violation of any federal or state law or regulation of any
federal or state regulatory authority having jurisdiction over the Company or
the Savings Bank or be considered an unsafe or unsound practice by any federal
or state regulatory authority having jurisdiction over the Company or the
Savings Bank.
11. Non-Waiver. The failure or refusal of either party to enforce all
or any part of, or the waiver by either party of any breach of this Agreement,
shall not be a waiver of that party's continuing or subsequent rights under this
Agreement, nor shall such failure or refusal or waiver have any effect upon the
subsequent enforceability of this Agreement.
12. Governing Law. This Agreement is being delivered in and shall be
governed by the laws of the State of Indiana.
13. Notice. Any notice, request, instruction or other document to be
given hereunder to any party shall be in writing and delivered by hand,
telegram, facsimile transmission, registered or certified United States mail
return receipt requested, or other form of receipted delivery, with all expenses
of delivery prepaid, as follows:
6
<PAGE>
IF TO EXECUTIVE:
Terry G. Johnston
6699 Westlake Rd.
Newburgh, IN 47630
IF TO COMPANY:
United Fidelity Bank, fsb
Attention: President and CEO
700 South Green River Road, Suite 2000
Evansville, Indiana 47715
14. Additional Matters.
------------------
(a) If Executive is suspended and/or temporarily prohibited
from participating in the conduct of Company's, the Savings Bank's or its
subsidiaries' affairs by a notice served under section 8(e)(3) or (g)(1) of the
Federal Deposit Insurance Act (12 U.S.C. ss. 1818(e)(3) and (g)(1)), Company's
obligations under this Agreement shall be suspended as of the date of service,
unless stayed by appropriate proceedings. If the charges in the notice are
dismissed, Company shall (i) pay Executive all or part of the compensation
withheld while its obligations under this Agreement were suspended and (ii)
reinstate (in whole or in part) any of its obligations which were suspended.
(b) If Executive is removed and/or permanently prohibited from
participating in the conduct of Company's , Savings Bank's or its subsidiaries
affairs by an order issued under section 8(e)(4) or (g)(1) of the Federal
Deposit Insurance Act (12 U.S.C. ss. 1818(e)(4) or (g)(1)), all obligations of
Company under this Agreement shall terminate as of the effective date of the
order, but vested rights of the parties to the Agreement shall not be affected.
If Company, Savings Bank, or its subsidiary is in default (as defined in section
3(x)(1) of the Federal Deposit Insurance Act), all obligations under this
Agreement shall terminate as of the date of default, but this provision shall
not affect any vested rights of Company or Executive.
(c) All obligations under this Agreement may be terminated
except to the extent determined that the continuation of the Agreement is
necessary for the continued operation of Company or Savings Bank: (i) by the
Director of the Office of Thrift Supervision, or his or her designee (the
"Director"), at the time the Federal Deposit Insurance Corporation or Resolution
Trust Corporation enters into an agreement to provide assistance to or on behalf
of Company, Savings Bank or its subsidiary under the authority contained in
Section 13(c) of the Federal Deposit Insurance Act; or (ii) by the Director at
the time the Director approves a supervisory merger to resolve problems related
to operation of Company, Savings Bank or subsidiary, or when Company or Savings
Bank or subsidiary is determined by the Director to be in an unsafe and unsound
condition. Any rights of the parties that have already vested, however, shall
not be affected by such action.
7
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
EXECUTIVE
/s/ TERRY G. JOHNSTON
----------------------------------
Terry G. Johnston
UNITED FIDELITY BANK, FSB
By: /s/ M. BRIAN DAVIS
-----------------------------
M. Brian Davis, Vice Chairman
ATTEST:
By: /s/ DONALD R. NEEL
---------------------------
Donald R. Neel, EVP and COO
8
Exhibit 13
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
1998 ANNUAL REPORT
CONTENTS
PAGE
- --------------------------------------------------------------------------------
Financial Highlights 2
Letter to Stockholders 3
Market Summary 4
Selected Statistical Information 5
Management's Report 6
Management's Discussion and Analysis 7-26
Independent Auditor's Report 27
Consolidated Statement of Financial Condition 28
Consolidated Statement of Income 29-30
Consolidated Statement of Changes in Stockholders' Equity 31
Consolidated Statement of Cash Flows 32-33
Notes to Consolidated Financial Statements 34-57
Corporate Information 58-62
1
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS
(Dollars in Thousands, Except Share and Per Share Data)
<TABLE>
<CAPTION>
1998 1997 CHANGE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PER SHARE
Basic net income (loss) $ (2.30) $ .05 (4,700)%
Diluted net income (loss) (2.30) .04 (5,850)
Cash dividends declared .35 .60 (42)
Book value at year end 2.40 5.20 (54)
Market price (bid) at year end 6.50 8.75 (26)
FOR THE YEAR
Net interest income $ 5,606 $ 6,451 (13)%
Provision for loan losses 4,543 975 366
Non-interest income 3,025 3,856 (22)
Non-interest expense 16,076 9,474 70
Net income (loss) (6,794) 113 (6,112)
AT YEAR END
Total assets $ 197,046 $ 240,819 (18)%
Total loans 159,732 204,964 (22)
Total deposits 148,939 181,787 (18)
Total stockholders' equity 7,515 12,936 (42)
AVERAGES
Total assets $ 217,726 $ 254,130 (14)%
Total earning assets 201,233 238,438 (16)
Total loans 180,530 213,793 (16)
Total deposits 163,422 183,706 (11)
Total stockholders' equity 13,406 13,596 (1)
PROFITABILITY RATIOS
Return on average assets (3.12)% .04%
Return on average stockholders' equity (50.68) .83
Net interest margin 2.79 2.72
LOAN QUALITY RATIOS
Net charge offs to average loans 1.81% .12%
Allowance for loan losses to loans at end of period 1.91 .87
Classified loans and letters of credit to total
loans and letters of credit 2.70 .11
Specific reserves for letters of credit to total
letters of credit 12.21
SAVINGS BANK CAPITAL RATIOS
Tangible equity to assets at end of period 6.31% 6.93%
Risk-based capital ratios
Tier I capital 6.78 7.64
Total capital 10.79 10.74
OTHER DATA
Weighted average shares outstanding 2,956,157 2,655,181
Number of full-time equivalent employees at year end 122 103
Number of banking offices 4 4
</TABLE>
2
<PAGE>
LETTER TO STOCKHOLDERS
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
In 1914, Fidelity Savings & Loan first opened its doors to the Evansville
community. Many changes have occurred in and to the institution since then,
including the formation of Fidelity Federal Bancorp. Fidelity Federal Bancorp
has undergone significant changes that will better position itself for the
challenges that lie ahead in the next millennium.
As you are aware, fiscal 1998 was not a good year for the Company. Because of an
increased provision for loan loss reserves, primarily for loans generated out of
the now closed Indianapolis office made during the 1993 - 1996 period, the
Company posted a $2.30 loss per share in fiscal 1998.
Although we are not happy with the fiscal 1998 results, we think it's worth
noting that without these extraordinary charges, the Company would have recorded
approximately $1.4 million in after tax profits, or $.48 per share. Also, even
after calculating the effects of the BIF/SAIF assessment last year, the Company
is continuing to operate more profitably from its traditional banking operations
than the previous year.
The Board of Directors approved a strategic change in direction this year by
ceasing the further development and funding of its Section 42 housing
activities. The Company has come "full circle" by returning to its base
business, that being a single family, consumer and commercial lender. Village
Capital Corporation, a bank subsidiary, will continue to broker loans to other
lenders.
The Company's primary asset, United Fidelity Bank, continues to exceed
regulatory "Well Capitalized" levels.
Management is seeking the refinancing of a large portion of loans for which
additional reserves have been made. If it is successful, there will be a
potential positive loan loss reserve reversal, although management cannot
guarantee if or when its efforts will be successful or realized.
A final thought worth mentioning is that, unlike most financial institutions,
management owns in excess of 58 percent of the Company, along with approximately
17 percent of institutional ownership. As significant shareholders, when the
Company falls short of its goals, management truly "feels the pain." We are
economically motivated and committed to returning the Company to profitability.
As always, we appreciate your continued support.
Cordially,
/s/ M. BRIAN DAVIS /s/ JACK CUNNINGHAM
- -------------------- ---------------------
M. Brian Davis Jack Cunningham
President / C.E.O. Chairman
3
<PAGE>
MARKET SUMMARY
FIDELITY FEDERAL BANCORP
Market for Common Stock and Related Stockholder Matters
The Company's common stock is traded on the NASDAQ National Market System under
the symbol FFED. The following table sets forth, for the periods indicated, the
high and low bid prices per share as reported by NASDAQ. The bid prices
represent prices between dealers, do not include retail mark-up, mark-down, or
commissions and may not represent actual transactions. All amounts have been
adjusted for the 10 percent stock dividend distributed on May 27, 1996.
<TABLE>
<CAPTION>
Fiscal Year Common Stock Fiscal Year Common Stock
Ended Bid Prices Ended Bid Prices
June 30, 1998 High Low June 30, 1997 High Low
<S> <C> <C> <C> <C> <C>
First Quarter $ 9 $ 8-1/4 First Quarter $11-1/4 $10-1/4
Second Quarter 10-3/8 8-3/4 Second Quarter 10-1/2 8-3/4
Third Quarter 10-3/8 8-3/4 Third Quarter 9-3/8 8-1/4
Fourth Quarter 9-3/8 6-1/16 Fourth Quarter 8-3/4 7-1/2
</TABLE>
The Company declared dividends of $0.35 per share during fiscal 1998 compared to
$0.60 per share for fiscal 1997 and $0.79 per share in fiscal 1996. The
Company's principal source of income and funds is dividends from the savings
bank subsidiary which has dividend restrictions, unlike the Company which is not
subject to any regulatory restriction on future dividends. The Company's
dividend policy is to pay cash or distribute stock dividends when the Board of
Directors deems it to be appropriate, taking into account the Company's
financial condition and results of operations, economic and market conditions,
industry standards, and other factors, including regulatory capital requirements
of its savings bank subsidiary. The Savings Bank has determined to not pay any
dividends in the immediate future. This decision was based upon discussions with
the Office of Thrift Supervision ("OTS"), the primary federal regulator for the
Savings Bank, following an examination of the Savings Bank by the OTS. In these
discussions, the OTS indicated that the Savings Bank should refrain from paying
dividends due to the risk perceived by the OTS in the Savings Bank's loan
portfolio. The Savings Bank is uncertain when it will pay dividends in the
future and the amount of such dividends, if any. It is also possible that the
OTS will take action to officially prohibit the payment of dividends by the
Savings Bank. The Company anticipates that it will not pay any dividends until
such time as it receives dividends from the Savings Bank.
Stock Ownership
- ---------------
The following figures are used as an example of a stockholder who purchased 100
shares of Fidelity Federal Bancorp stock at June 30, 1993. The following data
has not been restated for the stock dividends or split.
<TABLE>
<CAPTION>
Closing
Market
Total Price (Bid)
Shares At Year Market
Date Stock Changes Owned End Value
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
06/30/93 100 $ 8.00 $ 800.00
06/30/94 20% stock dividend 120 $12.50 $1,500.00
06/30/95 2.1 for 1 stock split 252 $12.00 $3,024.00
06/30/96 10% stock dividend 277 $11.25 $3,116.00
06/30/97 277 $ 8.75 $2,423.75
06/30/98 277 $ 6.50 $1,800.50
</TABLE>
In addition, this stockholder would have received $585.65 in cash dividends
during the period shown.
The approximate number of holders of outstanding Common Stock based upon holders
of record, as of September 17, 1998 is 503.
4
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
SELECTED STATISTICAL INFORMATION
(Dollars in Thousands, Except Share and Per Share Data)
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SELECTED FINANCIAL DATA AS OF JUNE 30
Total assets $ 197,046 $ 240,819 $ 262,216 $ 269,438 $ 152,188
Interest-bearing deposits 6,266 1,765 4,107 6,549 6,254
Investment securities available for sale 9,854 13,790 17,459 15,404 14,465
Loans, net 156,683 203,183 216,162 222,387 123,176
Deposits 148,939 181,787 181,702 180,771 89,038
Short-term borrowings 2,531 5,191 5,693 9,297 1,835
Long-term debt 29,488 38,089 57,292 64,699 49,854
Stockholders' equity 7,515 12,936 14,295 12,405 9,775
SELECTED OPERATIONS DATA FOR YEAR ENDED JUNE 30
Interest income $ 17,192 $ 20,282 $ 21,529 $ 15,794 $ 8,710
Interest expense 11,586 13,831 15,525 10,263 5,171
--------------------------------------------------------------------------
Net interest income 5,606 6,451 6,004 5,531 3,539
Provision for loan losses 4,543 975 455 420 150
--------------------------------------------------------------------------
Net interest income after provision
for loan losses 1,063 5,476 5,549 5,111 3,389
Non-interest income 3,025 3,856 8,180 5,377 2,457
Non-interest expense 16,076 9,474 8,608 5,912 3,220
--------------------------------------------------------------------------
Income (loss) before income tax (11,988) (142) 5,121 4,576 2,626
Income tax (5,194) (255) 1,886 1,515 1,044
--------------------------------------------------------------------------
Net income (loss) $ (6,794) $ 113 $ 3,235 $ 3,061 $ 1,582
==========================================================================
SELECTED FINANCIAL RATIOS
Return on average assets (3.12)% .04% 1.18% 1.54% 1.30%
Return on stockholders' equity (50.68) .83 23.75 27.52 17.20
Net interest margin 2.79 2.72 2.29 2.87 3.02
Net interest spread 2.62 2.57 2.11 2.59 2.67
Tangible equity to assets at year end 6.31 6.93 7.08 6.02 6.43
Allowance for loan losses to loans 1.91 .87 .49 .32 .29
Allowance for loan losses to non-performing
loans 532.11 624.91 275.06 122.09 37.79
Dividend payout ratio N/A 1,500.00 67.52 28.45 17.91
PER SHARE DATA
Diluted net income (loss) $ (2.30) $ .04 $ 1.17 $ 1.22 $ .67
Basic net income (loss) (2.30) (.05) 1.32 1.30 .68
Cash dividends declared .35 .60 .79 .33 .12
Book value at year end 2.40 5.20 5.73 5.21 4.17
Closing market price (bid) at year end 6.50 8.75 11.25 10.88 5.41
Number of average common and common equivalent
shares outstanding 2,956,157 2,655,181 2,776,147 2,498,892 2,369,161
</TABLE>
5
<PAGE>
MANAGEMENT'S REPORT
________________________________________________________________
FIDELITY FEDERAL BANCORP
AND SUBSIDIARIES
The management of Fidelity Federal Bancorp is responsible for the accompanying
consolidated financial statements. These statements have been prepared in
conformity with generally accepted accounting principles which represent the
best estimates and judgments of management where appropriate. Financial
information elsewhere in the Annual Report is consistent with that in the
financial statements.
To meet this responsibility, management maintains a system of internal controls,
policies, and administrative procedures designed to provide reasonable assurance
that transactions are recorded accurately. These systems are augmented by the
careful selection and training of qualified personnel and a continuous program
of internal audits. While there are inherent limits in all internal control
structures, management believes the Company's internal controls provide basis
for the preparation of reliable financial statements.
The consolidated financial statements of the Company have been audited by Geo.
S. Olive & Co. LLC, independent certified public accountants. These audits were
conducted in accordance with generally accepted auditing standards and included
a review of the financial controls and such other procedures and tests of the
accounting records as they deemed necessary to express an opinion on the
fairness of the consolidated financial statements.
The Audit Committee of the Board of Directors, composed solely of directors who
are not officers or employees of the Company, meet regularly with the internal
auditor and with the independent certified public accountants, and Management,
when appropriate, to review auditing, accounting, reporting, and internal
control matters. Both the internal and external auditors have direct and private
access to the Audit Committee.
/s/ M. BRIAN DAVIS /s/ DONALD R. NEEL
- ------------------------------------- -------------------------------------
M. BRIAN DAVIS DONALD R. NEEL
President and Chief Executive Officer Executive Vice President,
Chief Financial Officer and Treasurer
6
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
GENERAL
Fidelity Federal Bancorp (the "Company"), incorporated in 1993 under the laws of
the State of Indiana, is a registered savings and loan holding company with its
principal office in Evansville, Indiana. The Company's savings bank subsidiary,
United Fidelity Bank, fsb (the "Savings Bank"), was organized in 1914 and is a
federally-chartered stock savings bank located in Evansville, Indiana. The
Company, through its savings bank subsidiary, is engaged in the business of
obtaining funds in the form of savings deposits and other borrowings and
investing such funds in consumer, commercial, and mortgage loans, and in
investment and money market securities. The Company has engaged in the business
of owning, developing, building, renting and managing affordable housing
projects through its wholly-owned subsidiaries, Village Management Corporation,
Village Community Development Corporation and Village Housing Corporation
(collectively, the "Affordable Housing Group"). The Affordable Housing Group has
structured and participated in multifamily housing developments which have been
granted tax credits pursuant to Section 42 of the Internal Revenue Code of 1986,
as amended (the "Code") and tax-exempt bond financed developments. Village
Housing Corporation, as general partner to the limited partnerships which own
the developments, receives a percentage interest in the profits, losses and tax
credits during the life of the project and receives a percentage of the annual
cash flow and residual (sale or refinancing) proceeds during operation and at
disposition or refinancing of the developments, respectively. Village Community
Development Corporation, as contractor and developer, received construction and
development fees as the project is completed. As the development progressed,
development fee income was earned contractually on each project. However, these
fees are not recognized as fee income until the limited partner's equity
investment has been received or the syndication firm providing the equity has
given a firm commitment to provide the funds. As part of Village Management's
duties as project manager, it monitors compliance with the requirements of the
Code to prevent recapture of all or a portion of the tax credits or forfeiture
of the tax-exempt status of the bonds which would occur if certain tenant
eligibility and rent restriction requirements were violated. Village Management
Corporation, as manager of the completed project, receives a fee based on a
percentage of rental payments received from the project's tenants. The Company
has been engaged in affordable housing activities since September, 1992, through
the Savings Bank, and since April, 1994, through Village Capital Corporation
("VCC"). Since June 30, 1994, VCC has earned fees by providing real estate
mortgage banking services to unaffiliated borrowers.
In 1992, the Board of Directors developed and began implementation of a new
business plan for the Savings Bank to improve the financial performance of the
organization. The key elements of this business plan included: (i) the formation
of a holding company to provide financial flexibility and to develop and engage
in non-banking business; (ii) the formation of an affordable housing group to
engage in real estate development, management and financing of affordable
housing projects; and (iii) the growth of assets through the origination and
acquisition of loans. After the implementation of the business plan, the holding
company as well as the affordable housing group, consisting of three non-bank
subsidiaries of the Savings Bank, was formed. In 1995 and 1996, revenue
generated from affordable housing activities increased dramatically and
significant asset growth was achieved, also resulting in higher revenues. To
conserve capital the Company slowed its growth rate in fiscal 1996 and
positioned the Company to reduce debt, increase core deposits, sell loans, and
use the proceeds to fund new loan production. During 1996, the Company
encountered increasing competition in the affordable housing group area. As a
result the Company reevaluated its business plan in fiscal 1997 and closed its
Indianapolis, Indiana real estate development office. In 1998, the Company's
Affordable Housing Group discontinued the development of real estate but
continued to actively manage existing Company affordable housing projects. As a
result of this, fee income from real estate development and real estate
investment banking fees carried by Village Community Development Corporation and
Village Capital Corporation have declined. Village Housing Corporation and
Village Management Corporation continue to be fully operational at the Company's
headquarters in Evansville.
7
<PAGE>
The Company's results for fiscal 1997 were significantly impacted during the
first quarter by the FDIC insurance funding bill signed by President Clinton in
September, 1996, which required thrifts to pay a one-time assessment of
approximately $0.66 per $100 of deposits. As a result, the Company recorded a
charge of $1.04 million in September, 1996. The legislation's provisions
included a reduction of the ongoing insurance premiums thrifts pay from $0.23 -
0.31 per $100 of deposits to approximately $0.06 per $100, as well as the
ultimate merger of the funds by the year 2000. In anticipation of this and as a
result of continued consolidation and standardization of the bank and thrift
industries, the Company, in an ongoing effort to more closely resemble a
commercial banking operation, increased its allowance for loan losses in 1997.
Also in 1997, the Company initiated a cost reduction program that called for the
Company to work towards achieving optimum efficiency within its banking and real
estate management, development, and financing units by eliminating duplicative
and less profitable activities through departmental reorganization,
reconsolidation, position attrition and `right-sizing' of operations within all
the subsidiaries.
The Company's results in 1998 included an increase in the provision for loan
losses of $3.6 million, a letter of credit valuation provision of $6.8 million,
and an additional write-down of its investments in affordable housing projects
of $1.5 million. The majority of these charges relate to the Company's
involvement in its Internal Revenue Code Section 42 tax-credit real estate
development program and were recorded during the third quarter in conjunction
with an examination by the Company's primary regulator, the Office of Thrift
Supervision ("OTS"), of the Company and the Bank. The methodology used by the
OTS to compute the allowance for loan losses and to establish reserves for
letters of credit in connection with its affordable housing projects was
different than the methodology previously used by the Company to compute these
estimates. The methodology used by the OTS was accepted by management and
resulted in additions to the provisions for loan loss and non-interest expense,
including the letter of credit valuation reserve.
While the Company has not participated in the development of any new projects
that it manages, the performance of a majority of the projects that the Company
is managing is below that which was originally projected when the projects were
formed. This has resulted in lower than expected cash flows, which are needed to
support debt repayment. Cash flows of the projects have been affected by a
number of items, including lower than expected occupancy and/or rent levels,
higher than expected expenses and, in certain situations, additional
construction costs or delays which resulted in longer start up periods for the
projects. The areas in which many of the projects are located have also seen
increased competition in the affordable housing industry, which has affected the
project's ability to perform at the levels originally projected. Each of the
projects are beyond the start-up or construction phase and have been in
operation for a sufficient period of time to enable management to conclude that
additional provisions and reserves are required. The Company's current plans are
to not originate, participate or invest in any new or additional Section 42
projects. The Company believes that the properties cash flows will not improve
significantly unless a change in the property's financing or debt structure
occurs. It is currently pursuing a plan to refinance its Section 42 projects
which, if successful, could result in the reversal of a portion of the
additional charges taken during 1998. The availability of such refinancing
depends upon numerous factors, including, among other things, interest rates,
third-party appraisals and the occupancy levels in the Section 42 projects. The
June 30, 1998 audited financial statements include condensed financial
information about each of the Company's business segments.
8
<PAGE>
The following table details average balances, interest income/expense and
average rates/yield for the Company's earning assets and interest bearing
liabilities for the years ended June 30, 1998, 1997 and 1996:
<TABLE>
<CAPTION>
AVERAGE BALANCE SHEET AND NET INTEREST ANALYSIS
(In Thousands on Fully Taxable Equivalent Basis)
1998 1997 1996
-------------------------------------------------------------------------------------------------
AVERAGE AVERAGE Average Average Average Average
YEAR ENDED JUNE 30 BALANCES INTEREST RATES Balances Interest Rates Balances Interest Rates
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Federal funds sold and
other short-term
money market
investments $ 5,533 $ 330 5.96% $ 3,594 $ 194 5.40% $ 3,768 $ 196 5.20%
Investment securities
available for sale
Taxable 10,806 650 6.01 16,168 1,033 6.39 16,528 1,099 6.65
Tax exempt (1) 444 36 8.33 963 85 8.83
Loans held for sale 11,140 877 7.87
Federal Home Loan Bank 3,920 316 8.06 3,920 307 7.83 3,614 286 7.91
Stock
Loans (2) (3)
Commercial loans 11,683 1,124 9.62 11,695 1,154 9.87 9,720 1,022 10.51
Multi-family loans 25,573 2,672 10.45 22,768 2,374 10.43 28,804 3,049 10.59
Real estate mortgages 114,335 9,213 8.06 155,527 12,919 8.31 155,300 12,011 7.73
Consumer loans 28,939 2,863 9.89 23,803 2,245 9.43 33,050 2,990 9.05
------------------- ------------------- -------------------
Total loans 180,530 15,872 8.75 213,793 18,692 8.74 226,874 19,072 8.41
------------------- ------------------- -------------------
Total earning assets 201,233 17,204 8.55 238,438 20,311 8.52 261,924 21,530 8.22
-------- -------- -------
Allowance for loan
losses (2,538) (1,664) (833)
Cash and due from banks 3,018 2,386 2,012
Premises and equipment 6,214 6,145 4,345
Other assets 9,799 8,825 7,389
-------- -------- --------
Total assets $217,726 $254,130 $274,837
======== ======== ========
LIABILITIES
Interest-bearing
deposits
Interest-bearing
checking $ 22,211 $ 942 4.24% $ 20,585 $ 868 4.22% $ 10,092 $ 398 3.94%
Money market accounts 3,027 82 2.71 3,890 106 2.72 6,066 180 2.97
Savings accounts 4,813 136 2.83 4,793 139 2.90 5,346 155 2.90
Certificates of
deposit 128,142 7,625 5.95 148,754 8,887 5.97 158,703 9,817 6.19
------------------- ------------------- -------------------
Total interest-
bearing deposits 158,193 8,785 5.55 178,022 10,000 5.62 180,207 10,550 5.85
Federal funds purchased 116 7 6.03 1,810 102 5.64 2,301 136 5.91
Other borrowings 17,673 1,523 8.62 19,664 1,616 8.22 17,523 1,397 7.97
Federal Home Loan Bank
advances 19,253 1,271 6.60 33,136 2,113 6.38 54,116 3,443 6.36
------------------- ------------------- -------------------
Total interest-
bearing
liabilities 195,235 11,586 5.93 232,632 13,831 5.95 254,147 15,526 6.11
-------- -------- -------
Non-interest bearing
demand deposits 5,229 5,684 3,898
Advances by borrowers
for taxes and
insurance 596 798 930
Other liabilities 3,260 1,420 2,244
-------- -------- --------
Total liabilities 204,320 240,534 261,219
STOCKHOLDERS' EQUITY 13,406 13,596 13,618
-------- -------- --------
Total liabilities and
stockholders' equity $217,726 $254,130 $274,837
======== ========= ========
Net interest
income/margin $ 5,618 2.79% $ 6,480 2.72% $ 6,004 2.29%
======== ======== =======
Interest rate spread (4) 2.62% 2.57% 2.11%
Average interest-earning
assets to average
interest-bearing
liabilities 103.07% 102.50% 103.06%
</TABLE>
9
<PAGE>
(1) Tax-exempt securities have been adjusted to a fully tax equipment basis
using a marginal tax rate of 34%.
(2) Nonaccrual loans have been included in the average balances.
(3) Loan income includes interest and fees on loans.
(4) Interest rate spread is calculated by subtracting combined weighted average
interest rate cost from combined weighted average interest rate earned for
the period indicated.
RESULTS OF OPERATIONS
NET INTEREST INCOME
Net interest income, the Company's largest component of income, represents the
difference between interest and fees earned on loans, investments and other
interest-earning assets, and interest paid on interest-bearing liabilities. It
also measures how effectively management has balanced and allocated the
Company's interest rate-sensitive assets and liabilities. Net interest income
decreased to $5.6 million or 13.1% in 1998 from $6.5 million in 1997. Net
interest income increased by 7.4% in 1997 compared to $6.0 million in 1996.
The reduction in net interest income in 1998 was primarily due to a decrease in
average earning assets of $37.2 million, which was partially offset by a
decrease in average interest-bearing liabilities of $37.4 million. Interest
income for the year ended June 30, 1998 was $17.2 million compared to $20.3
million for the year ended June 30, 1997, a decrease of $3.1 million or about
17.4%. Interest expense for the year ended June 30, 1998 was $11.6 million
compared to $13.8 million for the year ended June 30, 1997, a decrease of $2.2
million or 16.2%. The reduction in average earning assets was attributable to a
significant number of multifamily and commercial loan payoffs, as well as the
payoff and sale of several conventional real estate mortgage loans. The average
balance of agent-acquired certificates of deposit, which had an average rate of
6.26% in 1998, was reduced from $70.3 million in 1997 to $42.4 million in 1998
as the Company reduced the balance of this higher-cost source of funds.
The net interest margin improved in 1998 to 2.79% from 2.72% in 1997. The
average rate of interest earning assets and average rate paid on interest
bearing liabilities of 8.55 and 5.93% were consistent with the rates in 1997 of
8.52 and 5.95%. The increase in the margin was affected positively by the
maturing of the agent-acquired certificates and an increase in the balance and
average rate of consumer loans. The increase was affected negatively by a
decrease in higher yielding multifamily construction and commercial real estate
loans.
During 1996, the Company positioned itself during the latter part of fiscal 1996
by selling over $57.0 million of fixed-rate mortgage loans. This provided the
Company with the flexibility of allowing agent-acquired funds to mature or
rollover at the prevailing rate, thus creating a favorable impact on the margin.
The net interest margin increased from 2.29% at June 30, 1996 to 2.72% at June
30, 1997. The Company has been innovative in offering selected retail products
to enhance the core deposit base. Increased loan yields positively impacted the
margin as well. The average yield on interest earning assets increased 30 basis
points to 8.52% at June 30, 1997 from 8.22% at June 30, 1996. The average yield
on interest bearing liabilities decreased 16 basis points to 5.95% at June 30,
1997. The loan portfolio accounted for the majority of the increased yield on
earning assets. New NOW account certificates of deposit, and the reduction of
agent-acquired deposits were the primary reasons for the decreased yield on
interest bearing liabilities. Interest income for the year ended June 30, 1997,
was $20.3 million compared to $21.5 million for the year ended June 30, 1996, a
decrease of $1.2 million or 5.9%. The Company took the opportunity to replace
the sold loans with higher yielding commercial, commercial real estate, and
multi-family loans which had a favorable impact on the margin. Interest expense
for the year ended June 30, 1997 decreased $1.7 million or 10.9%. Approximately
$1.3 million of the decrease for fiscal 1997 is related to a reduction in
Federal Home Loan Bank advances. Deposit expense decreased $550,000 due to
reductions in brokered deposits, but was offset by growth in retail deposits,
which also favorably impacted the margin, due to brokered deposits usually
bearing a higher rate of interest than retail deposits.
10
<PAGE>
QUARTERLY RESULTS OF OPERATIONS
The Company's non-interest income is largely dependent upon the completion of
large individual loan transactions or the earning of fee income for affordable
housing transactions. Notwithstanding the aforementioned loan and letter of
credit reserves set aside in 1998, the Company's earnings may have experienced
some variability from quarter to quarter due to the uncertainty of the timing of
such transactions.
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31 MARCH 31 JUNE 30
- ----------------------------------------------------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C>
1998
Interest income $ 4,887 $ 4,453 $ 3,993 $ 3,859
Interest expense 3,285 3,057 2,700 2,544
-----------------------------------------------------------------------
Net interest income 1,602 1,396 1,293 1,315
Provision for loan losses 135 90 4,298 20
Non-interest income 850 974 590 611
Non-interest expense 1,649 1,697 11,070 1,660
-----------------------------------------------------------------------
Income (loss) before income tax 668 583 (13,485) 246
Income tax expense (benefit) 159 175 (5,363) (165)
-----------------------------------------------------------------------
Net income (loss) $ 509 $ 408 $(8,122) $ 411
=======================================================================
Net income (loss) per share
Diluted net income (loss) $ .19 $ .13 $ (2.60) $ .13
Basic net income (loss) .19 .13 (2.60) .13
Cash dividends .10 .10 .10 .05
1997
Interest income $ 5,152 $ 5,137 $ 4,935 $ 5,058
Interest expense 3,574 3,510 3,400 3,347
-----------------------------------------------------------------------
Net interest income 1,578 1,627 1,535 1,711
Provision for loan losses 850 5 60 60
Non-interest income 608 1,237 1,209 803
Non-interest expense 3,283 2,155 1,963 2,074
-----------------------------------------------------------------------
Income (loss) before income tax (1,947) 704 721 380
Income tax expense (benefit) (702) 189 192 66
-----------------------------------------------------------------------
Net income (loss) $(1,245) $ 515 $ 529 $ 314
=======================================================================
Net income (loss) per share
Basic net income (loss) $ (.46) $ .21 $ .21 $ .13
Diluted net income (loss) (.46) .19 .20 .12
Cash dividends .20 .20 .10 .10
</TABLE>
11
<PAGE>
RATE/VOLUME ANALYSIS
The following table sets forth an analysis of volume and rate changes in
interest income and interest expense of the Company's average earning assets and
average interest-bearing liabilities. The table distinguishes between the
changes related to average outstanding balances of assets and liabilities
(changes in volume holding the initial interest rate constant) and the changes
related to average interest rates (changes in average rate holding the initial
outstanding balance constant). The change in interest due to both volume and
rate has been allocated to volume and rate changes in proportion to the
relationship of the absolute dollar amounts of the change in each.
<TABLE>
<CAPTION>
1998 COMPARED TO 1997 1997 Compared to 1996
INCREASE (DECREASE) DUE TO Increase (Decrease) Due To
--------------------------------------------------------------------------------
VOLUME RATE NET Volume Rate Net
- ----------------------------------------------------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest income on average earning assets
Loans $(2,908) $ 88 $(2,820) $(1,100) $ 720 $ (380)
Investment securities (388) (44) (432) (24) 43 19
Loans held for sale (877) (877)
Federal Home Loan Bank stock 9 9 24 (3) 21
Federal funds sold and other short-term
money market investments 105 31 136 (9) 7 (2)
--------------------------------------------------------------------------------
Total interest income (3,191) 84 (3,107) (1,986) 767 (1,219)
--------------------------------------------------------------------------------
Interest expense on average
interest-bearing liabilities
NOW accounts 69 5 74 414 56 470
Money market deposit accounts (24) (24) (65) (9) (74)
Passbook savings accounts 1 (4) (3) (16) (16)
Certificates of deposit (1,231) (31) (1,262) (615) (315) (930)
Federal funds purchased (95) (95) (29) (5) (34)
Other borrowings (164) 71 (93) 171 48 219
Federal Home Loan Bank advances (885) 43 (842) (1,335) 5 (1,330)
--------------------------------------------------------------------------------
Total interest expense on
interest-bearing liabilities (2,329) 84 (2,245) (1,475) (220) (1,695)
--------------------------------------------------------------------------------
Changes in net interest income $ (862) $ 0 $ (862) $ (511) $ 987 $ 476
================================================================================
</TABLE>
PROVISION FOR LOAN LOSSES
The Company makes provisions for possible loan losses in amounts estimated to be
sufficient to maintain the allowance for loan losses at a level considered
necessary by management to absorb possible losses in the loan portfolios. The
provision for loan losses was $4.5 million for the year ended June 30, 1998,
compared to $975,000 for June 30, 1997, and $455,000 for June 30, 1996. The
ratio of the allowance for loan losses to non-performing loans was 532% at June
30, 1998, 625% for June 30, 1997 and 275% at June 30, 1996.
The increase in the provision for loan losses in 1998 is due primarily to
increased allowances for losses on loans made to affordable housing projects.
During the fourth quarter of fiscal 1998, the OTS performed an examination of
the Bank and the Company. The methodology used by the OTS to compute the
allowance for loan losses and to establish reserves for letters of credit in
connection with the Section 42 projects was different than the one previously
used by the Company to compute these estimates.
The methodology which was used by the OTS and accepted by management considered
only recent cash flows and then used those cash flows to determine the level of
debt service, given certain assumptions, the individual affordable housing
projects could support. This information was then used to determine whether
charge-offs of the loans, equity investments or general partner loans were
required and to compute specific reserves for the remainder of those assets, as
well as for the related letters of credit.
12
<PAGE>
NON-INTEREST INCOME
Non-interest income decreased by $831,000 or 21.6% for the year ended June 30,
1998, compared to a decrease of $4.3 million or 52.8% for the year ended June
30, 1997. The following table summarizes non-interest income for the three years
ending June 30:
<TABLE>
<CAPTION>
CHANGE FROM PRIOR YEAR
INCREASE (DECREASE)
----------------------------------------------------
AMOUNT 1998 1997
-------------------------------------------------------------------------------------------
1998 1997 1996 AMOUNT PERCENT Amount Percent
- ----------------------------------------------------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Fee income from real estate
development and management $ 191 $ 337 $4,440 $(146) (43.3)% $(4,103) (92.4)%
Service charges on deposit
accounts 436 316 180 120 38.0 136 74.6
Gain on sale of
Real estate loans 186 338 743 (152) (45.0) (405) (54.5)
Premises and equipment 3 719 (3) (100.0) (716) (99.6)
Investment securities 79 42 37 88.1 42 100.0
Letter of credit fees 657 722 481 (65) (9.0) 241 50.1
Real estate investment
banking fees 139 963 942 (824) (85.6) 21 2.2
Agent fee income 650 452 47 198 43.8 405 861.7
Other 687 683 628 4 .6 55 8.9
-------------------------------------------------------------------------------------------
Total non-interest income $3,025 $3,856 $8,180 $(831) (21.6)% $(4,324) (52.8)%
===========================================================================================
</TABLE>
The Company's level of activity in Section 42 real estate development has
continued to decrease as competition in the industry has continued to increase
and the number of multifamily transactions the Company has participated in has
declined. As a result, fee income from real estate development and management
decreased to $191,000 in 1998 from $337,000 in 1997 and $4.4 million in 1996.
The decrease is primarily in the area of development fees, as the Company has
continued to earn management fees for properties that it is currently managing.
Real estate investment banking fees, which are earned when the Company provides
financing for real estate development projects, decreased to $139,000 in 1998 as
compared to $963,000 in 1997 and $942,000 in 1996.
Letter of credit fees were $657,000 in 1998 as compared to $722,000 in 1997 and
$481,000 in 1996. Outstanding standby letters of credit at June 30, 1998 were
$55.5 million as compared to $54.4 million at June 30, 1997. The decrease in fee
income is partially due the fact that fees have not been collected from certain
of the affordable housing projects that are not generating cash flows that are
in line with earlier projected amounts and are therefore not projected to be
able to support outstanding loan balances to other borrowers and associated
letter of credit fees that are due to the Company.
Service charges on deposit accounts increased $120,000 to $436,000 in 1998 as
compared to $316,000 in 1997 and $180,000 in 1996. The increase in fees is due
to continued increased growth in the deposit base as the Company has continued
to focus on concentrating its efforts to attract transaction accounts. The net
gain on sale of loans decreased to $186,000 from $338,000 in 1997 and $743,000
in 1996. The 1996 sales included, in this gain, recognition of $575,000 of
mortgage servicing rights compared to $250,000 in 1997 and $127,000 in 1998 as
the volume of sales has continued to decrease. Sales in 1998 and 1997 have
consisted only of current production, while in the 1996 the sales included $52
million of loans that were reclassified as available for sale and then sold.
13
<PAGE>
The Company participates in an arrangement in which automobile loans are
originated on behalf of another organization. Agent fee income, which represents
the Company's earned fee from these transactions, continued to increase in 1998
to $650,000, as compared to $452,000 in 1997 and $47,000 in 1996. Other
non-interest income was $687,000, as compared to $683,000 in 1997 and $628,000
in 1996 and consisted of several items. Included in other non-interest income
are loan servicing fees of $95,000 in 1998, as compared to $176,000 in 1997 and
$76,000 in 1996.
NON-INTEREST EXPENSE
Non-interest expense increased by $6,602,000 or 69.7% for the year ended June
30, 1998, compared to 1997 after increasing by $866,000 or 10.1% in 1997 from
1996. The following table summarizes non-interest expense for the three years
ending June 30:
<TABLE>
<CAPTION>
CHANGE FROM PRIOR YEAR
INCREASE (DECREASE)
----------------------------------------------------
AMOUNT 1998 1997
-------------------------------------------------------------------------------------------
JUNE 30 1998 1997 1996 AMOUNT PERCENT Amount Percent
- ----------------------------------------------------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Salaries and employee benefits $ 3,341 $4,318 $4,486 $ (977) (22.60)% $ (168) (3.70)%
Letter of credit valuation
provision 6,778 6,778 100.00
Write down of affordable housing
partnership investments
1,478 335 1,143 341.19 335 100.00
Legal and professional 304 303 448 1 .33 (145) (32.37)
Occupancy expense 444 481 471 (37) (7.69) 10 2.12
Equipment expense 354 374 383 (20) (5.35) (9) (2.35)
Data processing expense 456 318 287 138 43.40 31 10.80
Affordable housing group
activity expenses 769 177 61 592 334.46 116 190.16
Advertising 199 230 226 (31) (13.48) 4 1.77
Deposit insurance 140 255 417 (115) (45.10) (162) (38.85)
SAIF assessment 1,040 (1,040) (100.00) 1,040 100.00
Correspondent bank charges 160 135 93 25 18.52 42 45.16
Printing and supplies 130 181 204 (51) (28.18) (23) (11.27)
Loss on investment 87 132 73 (45) (34.09) 59 80.82
Telephone 74 111 121 (37) (33.33) (10) (8.26)
Postage 79 96 110 (17) (17.71) (14) (12.73)
Travel and lodging 68 95 183 (27) (28.42) (88) (48.09)
Other operating expense 1,215 893 1,045 322 36.05 (152) (14.55)
-------------------------------------------------------------------------------------------
Total non-interest expense $16,076 $9,474 $8,608 $ 6,602 69.69% $ 866 10.10%
===========================================================================================
</TABLE>
The increase in total non-interest expense for 1998, as compared to 1997,
relates primarily to the Company's Section 42 tax credit real estate development
program. The Company recorded specific reserves of $6.8 million related to
letters of credit issued by the Company and the Bank and also charged off equity
investments in these projects of $1.5 million. Although the majority of the
letter of credit reserve relates to the Section 42 program, certain of this
reserve relates to letters of credit that are not related to the Section 42
program. The Company has not paid any amounts to third parties as a result of
these letters of credit. Affordable Housing Group expenses increased to $769,000
in 1998, as compared to $177,000 in 1997 and $61,000 in 1996. Included in the
1998 expense were abandoned projects expense of $213,000 and write-offs of
partnership management, investment banking, real estate development and letter
of credit fees totaling $384,000. Abandoned projects expense consists of costs
that were incurred on abandoned development sites.
14
<PAGE>
Salaries and employee benefit expense continued to decrease as the Company
realized the impact of staff reductions that occurred during the fourth quarter
of fiscal 1997 as part of the Company's cost reduction program that were
designed to eliminate duplicative activities. Salaries and employee benefit
expense was $3.3 million in 1998, a reduction of $1.0 million from the 1997
amount of $4.3 million. Data processing expense increased by $138,000 to
$456,000 in 1998 because of an increase in the Company's deposit base and
amounts for incurred and planned costs related to the Company's compliance with
Year 2000. Deposit insurance decreased $115,000 from 1997 as the Company
benefited from lower deposit insurance rates. Non-interest expense for 1997 also
includes a one-time special Savings Association Insurance Fund assessment of
approximately $.06 per one-hundred dollars of deposits, or $1 million, that was
imposed on thrifts in September, 1996. Several other expenses, including
advertising, printing and supplies, travel and lodging, telephone and postage
decreased in 1998 over 1997 amounts, as increased cost control measures that
were put in place as part of the Company's cost reduction program took effect.
Other operating expenses were $1.2 million in 1998, an increase of $322,000 over
the 1997 amount of $893,000. Included in the 1998 amount is an $80,000 on a
kiting scheme, an increase in correspondent banking charges of $25,000, a
$17,000 increase in consumer credit reports and various other increases in
expense items.
INCOME TAX EXPENSE
Income tax benefit was $5,194,000 in 1998, compared to a $255,000 benefit in
1997 and income tax expense of $1,886,000 in 1996. The Company's net income
before income tax expense decreased $11,846,000 to a net loss before income
taxes of $11,988,000. A reduction in income tax expense from IRS Section 42 low
income housing credits reduced income tax expense $508,000 and $341,000 for 1998
and 1997. The effective tax rate for the current year was 43.3% compared to
180.0% for 1997 and 36.8% for 1996.
YEAR 2000
The Company has completed an assessment of its computer systems and identified
those systems that it believes could be affected by the Year 2000 issue and has
developed an implementation plan to address the issue. The Company, in addition
to completing its assessment and plan, is in the early stages of testing its
internal mission critical hardware systems to determine if they are Year 2000
compliant. While the Company has exposure to several risks related to Year 2000,
the primary risk to the Company of not complying with Year 2000 is the potential
inability to correctly process and record customer loan and deposit
transactions.
The Company has not yet met certain of the requirements that have been
established for the banking industry by the Federal Financial Institution
Examination Council. These standards require that a series of procedures be
performed by financial institutions within established timeframes to reduce the
risk of noncompliance with the Year 2000 issue. Specifically, the Company has
not yet developed and completed a complete testing plan or a customer-based risk
management plan. While the Company believes that it ultimately will meet all of
the FFIEC requirements, it cannot guarantee that the systems of other companies
on which the Company's systems rely will be timely converted and not have a
material effect on the Company.
The Company is in the early stages of developing a contingency plan that would
take effect if its internal systems, or the systems of those material vendors on
which it is reliant on, would not be compliant with Year 2000 requirements.
The Company has accrued a total of $80,000 in Year 2000 related costs, a portion
of which have been paid as of June 30, 1998. The amounts that have been paid to
date were to provide assistance to the Company with the initial assessment and
formulation of the plan to ensure compliance with Year 2000. At June 30, 1998,
the Company has not completed its assessment of the expected total cost of
performing necessary procedures or purchasing equipment that is compliant with
Year 2000.
15
<PAGE>
The Company outsources a significant portion of its data processing to an
outside provider. A worst case scenario for the Company would likely involve
non-compliance with Year 2000 by its primary data processor in such a manner
that would leave the Company in a position where it could not correctly process
and record customer loan and deposit transactions.
The Company does not have, at September 30, 1998 any material commitments to
purchase new equipment, software or to incur material costs to modify its
existing system and does not believe that any material amounts of its existing
computer hardware or software is impaired. The Company has not fully assessed
the impact of Year 2000 on its commercial lending customers, but believes that
the impact, in terms of potential credit exposure, would not be material. The
majority of the Company's commercial lending portfolio consists of commercial
real estate loans that are made to companies that are not highly technology
intensive.
The Company cannot provide any assurance that the effect of Year 2000 will not
be material to the Company's financial position or operating results.
FINANCIAL CONDITION
Total assets at June 30, 1998 decreased $43.8 million or 18.2% to $197 million
from $241 million in 1997. Average assets for 1998 decreased 14.3% from 1997 to
$217.7 million. Average liabilities decreased $36.2 million as the Company used
loan payoff proceeds to reduce borrowings, primarily agent-acquired certificates
of deposit, which represent a higher cost source of funds for the Company.
The decrease in total assets is primarily the result of a significant number of
multifamily and commercial loan payoffs, as well as the payoff and sale of
several conventional real estate mortgage loans. The Company has continued to
sell current production of fixed 1-4 family mortgages to investors in the
secondary market.
LOANS
The following table shows the composition of the Company's loan portfolio as of
June 30:
<TABLE>
<CAPTION>
JUNE 30 1998 1997 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C> <C>
Real estate mortgage loans
First mortgage loans
Conventional $ 71,343 $ 94,293 $106,344 $113,971 $ 74,808
Construction 16,110 32,577 36,938 24,670 12,536
Commercial 20,753 26,668 18,267 7,133 1,022
Multi-family loans 5,742 9,602 15,420 26,147 12,372
First mortgage real estate loans
purchased 2,704 3,184 7,612 4,921 4,064
------------------------------------------------------------------------------------
116,652 166,324 184,581 176,842 104,802
Commercial loans, other than secured
by real estate 11,568 12,522 9,393 6,414 442
Consumer and home equity loans 31,512 26,118 23,247 39,844 18,288
------------------------------------------------------------------------------------
Total loans $159,732 $204,964 $217,221 $223,100 $123,532
====================================================================================
Total assets $197,046 $240,819 $262,216 $269,438 $152,188
====================================================================================
Total loans to total assets 81.1% 85.1% 82.8% 82.8% 81.2%
====================================================================================
</TABLE>
16
<PAGE>
The Company began selling current production of 1-4 family loans in 1997,
recording the gain or loss and using the proceeds to fund new products. With
this strategy in place, conventional real estate mortgage loans decreased $23.0
million from June 30, 1997 to June 30, 1998.
Construction loans decreased by $16.5 million at June 30, 1998 from June 30,
1997. Construction loans at June 30, 1998 include $12.9 million of multi-family
loans.
Commercial real estate loans and commercial loans grew from 1994 to 1997 as the
Company continued to expand into the commercial loan market. Multifamily loans
have decreased since 1995 as the Company has sold participations in the loans or
they have paid off because of the availability of more favorable financing
alternatives. In several cases where multifamily loan borrowers required more
favorable financing alternatives, the Company has issued a standby letter of
credit and continued to assume the credit risk associated with the financing.
Consumer and home equity loans have increased since 1997 as the Company has
originated an increasing volume of automobile loans. The Company participates in
an arrangement in which the majority of these loans are originated on behalf of
another organization.
The Company's loan portfolio contains no loans to foreign governments, foreign
enterprises, foreign operations of domestic companies or highly leveraged
transactions, nor any concentration to borrowers engaged in the same or similar
industries that exceed ten percent of total loans.
LOAN MATURITIES
The following table sets forth the remaining maturities for certain loan
categories as of June 30, 1998:
<TABLE>
<CAPTION>
WITHIN ONE ONE TO FIVE AFTER FIVE
JUNE 30 YEAR YEARS YEARS TOTAL
- ------------------------------------------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C>
Real estate mortgage loans $27,443 $24,735 $64,474 $116,652
Consumer and home equity loans 12,298 18,026 1,188 31,512
Commercial loans 8,252 3,165 151 11,568
----------------------------------------------------------------------
Total $47,993 $45,926 $65,813 $159,732
======================================================================
Predetermined interest rates $10,762 $29,919 $39,831 $80,512
Floating interest rates 37,231 16,007 25,982 79,220
----------------------------------------------------------------------
$47,993 $45,926 $65,813 $159,732
======================================================================
</TABLE>
17
<PAGE>
NON-PERFORMING LOANS
The Company discontinues the accrual of interest income on loans when, in the
opinion of management, there is reasonable doubt as to the timely collectibility
of interest or principal. When a loan reaches a ninety day or more past due
status, the asset is generally repossessed or sold, if applicable, or the
foreclosure process is started and the loan is moved to other real estate owned
to be sold. A loan could be placed in a nonaccrual status sooner than ninety
days, if management knows the customer has abandoned the collateral and has no
intention of paying. At this point, the loan would go into non-accrual status
and the Company would start the repossession or foreclosure process. Typically,
when a loan goes to nonaccrual status, the accrued interest is reversed from
income, unless strong evidence exists that the value of the collateral would
support the collection of interest in a foreclosure situation. Nonaccrual loans
are returned to an accrual status when, in the opinion of management, the
financial position of the borrower indicates that there is no longer any
reasonable doubt as to the timely payment of principal and interest. Income
received on restructured and nonaccrual loans was $10,000 in 1998, $11,000 in
1997 and $15,000 in 1996. Additional interest income of approximately $33,000,
$12,000 and $9,000 for 1998, 1997 and 1996, respectively, would have been
recorded had income on nonaccruing and restructured loans been considered
collectible and accounted for on an accrual basis.
The following table provides information on the Company's non-performing loans
as of June 30:
<TABLE>
<CAPTION>
JUNE 30 1998 1997 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C> <C>
Non-accrual loans (real estate mortgage) $461 $256 $342 $ 47 $190
Restructured (real estate mortgage) 514 752
90 days or more past due
Consumer 86 29 43 23
Commercial 26
-----------------------------------------------------------------------
112 29 43 23
-----------------------------------------------------------------------
Total $573 $285 $385 $584 $942
=======================================================================
Ratio of non-performing loans to total loans .27% .14% .18% .26% .76%
=======================================================================
</TABLE>
Non-performing loans were .27% of total loans at June 30, 1998, as compared to
.14% of total loans at June 30, 1997 and consisted primarily of real estate
mortgage loans. The multifamily affordable housing loans, for which specific
reserves have been computed, are currently performing with respect to debt
service and are therefore not included in the above "non-performing loans"
totals. The ability of the permanent multifamily loans to remain performing is
in part due to general partner advances made by the Company to support cash flow
deficits encountered by the affordable housing projects. The majority of these
general partner advances were charged off in 1998.
ANALYSIS OF ALLOWANCE FOR LOAN LOSSES AND LETTER OF CREDIT VALUATION ALLOWANCE
The Company establishes its provision for loan losses and evaluates the adequacy
of the allowance for loan losses based on management's evaluation of its loan
and letter of credit portfolio and changes in loan and letter of credit
activity. Such evaluation, which includes a review of all loans and letters of
credit for which full collectibility may not be reasonably assured, considers
among other matters, the estimated fair value of the underlying collateral,
economic conditions, historical loss experience, the composition of the
portfolios and other factors that warrant recognition in providing for an
adequate loan loss allowance and letter of credit valuation allowance. This
evaluation is performed on a monthly basis and is designed to ensure that all
relevant matters affecting collectibility will consistently be identified in a
detailed review and that the outcome of the review will be considered in a
disciplined manner by management in determining the necessary allowances and
related provisions. The amounts actually reported in each period will vary with
the outcome of this detailed review.
18
<PAGE>
At June 30, 1998 the Company had impaired loans totaling $13,925,000. The
allowance for losses on such impaired loans totaled $1,897,000 and is included
in the Company's allowance for loan losses at June 30, 1998. The average balance
of impaired loans was $3,472,000 during the year ended June 30, 1998 and the
Company recorded and collected $385,000 in interest during this period. Impaired
loans do not include large groups of homogeneous loans that are collectively
evaluated for impairment, such as, residential mortgage and consumer installment
loans.
The Company did not have any impaired loans during the year ended June 30, 1997.
The following table sets forth loan charge-offs and recoveries by the type of
loan and an analysis of the allowance for loan losses for the fiscal years ended
June 30:
<TABLE>
<CAPTION>
JUNE 30 1998 1997 1996 1995 1994
- --------------------------------------------------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C> <C>
Allowance for loan losses
balance at July 1 $ 1,781 $ 1,059 $ 713 $ 356 $ 236
--------------------------------------------------------------------------------------
Loan charge offs
Real estate mortgage
Conventional 15 100 12 8 8
Multi-family 3,089
Commercial 25
Consumer 195 142 128 74 39
--------------------------------------------------------------------------------------
Total loan charge offs 3,299 267 140 82 47
--------------------------------------------------------------------------------------
Loan recoveries
Real estate mortgage
Conventional 3 17 8 6
Consumer 24 11 14 11 11
--------------------------------------------------------------------------------------
Total loan recoveries 24 14 31 19 17
--------------------------------------------------------------------------------------
Net charge offs 3,275 253 109 63 30
Provision for loan losses 4,543 975 455 420 150
--------------------------------------------------------------------------------------
Allowance for loan losses
at June 30 $ 3,049 $ 1,781 $ 1,059 $ 713 $ 356
======================================================================================
Ratio of net charge offs to
average loans outstanding
during period 1.81% .12% .05% .04% .03%
======================================================================================
Ratio of provision for loan
losses to average loans
outstanding during period 2.52% .46% .20% .24% .15%
======================================================================================
Ratio of allowance for loan
losses to total loans
outstanding at year end 1.91% .87% .49% .32% .29%
======================================================================================
Average amount of loans outstanding
for the period $180,530 $213,793 $226,874 $173,980 $ 97,151
======================================================================================
Amount of loans outstanding
at end of period $159,732 $204,964 $217,221 $223,100 $123,532
======================================================================================
</TABLE>
19
<PAGE>
The allowance for loan losses was $3.0 million at June 30, 1998, and $1.8
million at June 30, 1997. Net loan charge-offs were $3.3 million or 1.81% of
average loans in 1998 compared to $253,000 or 0.12% of average loans in 1997. As
discussed in "Management's Discussion and Analysis--General" and "Provision for
Loan Losses", the Company increased the provision for loan losses during the
current year primarily in connection with loans made to certain Section 42
tax-credit real estate development projects that the Company is currently
managing. The Company has loans and letters of credit securing loans to these
projects and also has other loans and letters of credit outstanding that relate
to other multifamily developments, most of which are outside the Company's
geographic market.
The Company has also recorded a letter of credit valuation allowance and related
provision of $6.8 million at June 30, 1998. Multi-family letters of credit, an
off-balance sheet item, carry the same risk characteristics as conventional
loans and totaled $55.5 million at June 30, 1998. Specific reserves for letters
of credit totaled 12.21% of outstanding letters of credit at June 30, 1998.
Classified loans and letters of credit to total loans and letters of credit were
2.70% at June 30, 1998 and .11% at June 30, 1997. The Company has not paid any
amounts to third parties as a result of these letters of credit. Management
considers the allowance for loan losses adequate to meet losses inherent in the
loan portfolio as of June 30, 1998.
ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
The allocation for loan losses and the percentage of loans within each category
to total loans at June 30 are as follows:
<TABLE>
<CAPTION>
ALLOCATION OF AMOUNT
----------------------------------------------------------------------------------------
JUNE 30 1998 1997 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C> <C>
Real Estate Mortgage
Conventional $ 173 $ 153 $ 155 $ 208 $ 219
Multi-family 1,868 994 420 195
Home equity and consumer 275 168 214 260 137
Commercial 733 466 270 50
----------------------------------------------------------------------------------------
Total $3,049 $1,781 $1,059 $ 713 $ 356
========================================================================================
PERCENTAGE OF LOANS TO TOTAL LOANS
----------------------------------------------------------------------------------------
JUNE 30 1998 1997 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------------
Real Estate Mortgage
Conventional 48.7% 53.9% 63.2% 67.5% 74.8%
Multi-family 11.4 14.3 13.4 11.7 10.0
Home equity and consumer 19.7 12.7 10.7 17.9 14.8
Commercial 20.2 19.1 12.7 2.9 .4
----------------------------------------------------------------------------------------
Total 100.0% 100.0% 100.0% 100.0% 100.0%
========================================================================================
</TABLE>
INVESTMENT SECURITIES
The Savings Bank's investment policy is annually reviewed by its Board of
Directors. Any significant changes to the policy must be approved by the Board.
The Board has an asset/liability management committee which is responsible for
keeping the investment policy current.
20
<PAGE>
At June 30, 1998, the investment portfolio represented 5.0% of the Company's
assets, compared to 5.8% at June 30, 1997, and is managed in a manner designed
to meet the Board's investment policy objectives. The primary objectives, in
order of priority, are to further the safety and soundness of the Company, to
provide the liquidity necessary to meet day to day, cyclical, and long-term
changes in the mix of the Company's assets and liabilities and to provide for
diversification of risk and management of interest rate and economic risk. At
June 30, 1998, the entire investment portfolio was classified as available for
sale. The net unrealized loss at June 30, 1998, which is included as a component
of stockholders' equity, was $42,000 which was comprised of gross gains of
$5,000, gross losses of $74,000, and a tax benefit of $27,000. The increase in
unrealized loss was caused by market interest rate changes during the period.
Although the entire portfolio is available for sale, management has not
identified specific investments for sale in future periods.
The following table sets forth the components of the Savings Bank's
available-for-sale investment portfolio as of June 30:
<TABLE>
<CAPTION>
JUNE 30 1998 1997 1996
- ----------------------------------------------------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C>
Investment securities available for sale
U. S. Treasury $ 1,001 $ 1,000 $ 504
Federal agency securities 2,985 2,944 4,365
Federal Home Loan Mortgage Corporation
mortgage-backed securities 1,779 3,003 6,727
Federal National Mortgage Association
mortgage-backed securities 1,945 1,562 1,697
Government National Mortgage Association
mortgage-backed securities 2,144 4,223 4,165
Municipals 1,058
-----------------------------------------------------
Total securities available for sale $9,854 $13,790 $17,458
=====================================================
</TABLE>
The Savings Bank's investment securities portfolio decreased by $3.9 million to
$9.9 million at June 30, 1998, compared to $13.8 million at June 30, 1997. In
addition to maturities and paydowns, the Company sold $3.5 million of securities
during fiscal 1998. The Corporation holds various types of securities, including
mortgage-backed securities. Inherent in mortgage-backed securities is prepayment
risk. Prepayment rates generally can be expected to increase during periods of
lower interest rates as some of the underlying mortgages are refinanced at lower
rates. Conversely, the average lives of these securities generally are extended
as interest rates increase. The Savings Bank's total investment securities
portfolio decreased by $3.6 million at June 30, 1997, from June 30, 1996 as
securities were sold during 1997 and as paydowns and early payoffs occurred.
The following table sets forth the contractual maturities of investment and
mortgage-backed securities as of June 30, 1998, and the weighted average yields
of such securities.
<TABLE>
<CAPTION>
AFTER ONE BUT AFTER FIVE BUT
WITHIN ONE YEAR WITHIN FIVE YEARS WITHIN TEN YEARS OVER TEN YEARS TOTAL
-------------------------------------------------------------------------------------------------
AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD
- ----------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U. S. Treasuries $1,001 5.88% $1,001 5.88%
Federal agencies 997 5.06 $1,988 5.50% 2,985 5.50
Federal Home Loan Mortgage
Corporation 851 7.01 $ 50 7.72% $ 878 6.20% 1,779 6.63
Federal National Mortgage
Association 837 7.00 1,108 6.23 1,945 6.56
Government National
Mortgage Association 9 7.50 2,135 6.81 2,144 6.81
-------- -------- -------- -------- --------
Total $1,998 5.47% $3,685 6.19% $ 50 7.72% $4,121 6.52% $9,854 6.24%
======== ======== ======== ======== ========
Percent of total 20% 37% 1% 42% 100%
======== ======== ======== ======== =========
</TABLE>
21
<PAGE>
FUNDING SOURCES
DEPOSITS
The Company attracts both short-term and long-term deposits from the retail
market by offering a wide assortment of accounts with different terms and
different interest rates. These deposit alternatives include checking accounts,
regular savings accounts, money market deposit accounts, fixed rate certificates
with varying maturities, variable interest rate certificates, negotiable rate
jumbo certificates ($100,000 or more), and variable rate IRA certificates.
Average deposits decreased by $20.2 million for the year ended June 30, 1998.
The decrease came primarily in the area of agent-acquired certificates of
deposit, for which the average balance decreased $27.9 million from June 30,
1997. The average balance of retail certificates of deposit increased $7.3
million from 1997, while the average balance of demand, NOW, money market and
savings accounts increased $328,000 from 1997. Demand, NOW and certificates of
deposit increased $1.8 million, $10.5 million and $7.1 million in 1997 from
1996, as the Company continued an aggressive marketing and pricing campaign with
new products during 1997 to increase the core deposit base, and to allow the
Company the flexibility to allow agent-acquired certificates of deposit to
mature or rollover at the prevailing retail rate. Agent-acquired certificates of
deposit were acquired at rates higher than the current local market for retail
deposits, but generally below rates charged for FHLB advances. As total loans
have decreased in 1998 and 1997, the Company's need for these types of funds
have also decreased.
The following table sets forth the average balances of and the average rate paid
on deposits by deposit category for the years ended June 30, 1998, 1997 and
1996.
<TABLE>
<CAPTION>
1998 1997 1996
--------------------------------------------------------------------------------
AVERAGE DEPOSITS AMOUNT RATE Amount Rate Amount Rate
- ----------------------------------------------------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
Demand $ 5,229 $ 5,684 $ 3,898
NOW accounts 22,211 4.24% 20,585 4.22% 10,092 3.94%
Money market accounts 3,027 2.71 3,890 2.72 6,066 2.97
Savings accounts 4,813 2.83 4,793 2.90 5,346 2.90
Certificates of deposit 85,699 5.80 78,408 5.68 71,337 5.77
Agent-acquired certificates of deposit
42,443 6.26 70,346 6.31 87,366 6.52
---------- ---------- ----------
Totals $163,422 5.38% $183,706 5.45% $184,105 5.73%
========== ========== ==========
</TABLE>
The following table summarizes certificates of deposit in amounts of $100,000 or
more by maturity as of the following dates:
<TABLE>
<CAPTION>
JUNE 30 1998 1997 1996
- -------------------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C>
Three months or less $ 2,716 $ 12,312 $ 7,206
Three to six months 4,008 16,319 15,009
Six to twelve months 4,227 13,331 5,042
Over twelve months 11,471 11,119 18,669
-------------------------------------------------
Totals $ 22,422 $ 53,081 $ 45,926
=================================================
</TABLE>
22
<PAGE>
BORROWINGS
The Company's long-term debt decreased $8.6 million from 1997 primarily due to a
decrease in Federal Home Loan Bank advances of $8.5 million. Alternate funding
sources were provided by loan sales and payoffs, retail deposits, and public
funds.
Short-term borrowings totaled $2.5 million at June 30, 1998, which represented a
decrease of $2.7 million since June 30, 1997.
<TABLE>
<CAPTION>
FEDERAL FUNDS TREASURY TAX AND GUARANTEED
PURCHASED FHLB ADVANCES LOAN NOTE OPTION INVESTMENT
CONTRACTS
- ------------------------------------------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C>
JUNE 30, 1998
Outstanding at June 30 $115 $2,416
Average amount outstanding $ 116 81 2,861
Maximum amount outstanding at
any month end 2,400 115 3,736
Weighted average interest rate
During the year 6.03% 5.32% 5.61%
End of the year 5.69 5.63
JUNE 30, 1997
Outstanding at June 30 $105 $5,086
Average amount outstanding $1,810 $ 206 102 4,771
Maximum amount outstanding at
any month end 7,400 4,150 145 7,151
Weighted average interest rate
During the year 5.62% 6.46% 5.16% 5.34%
End of the year 5.62 5.57
</TABLE>
CAPITAL RESOURCES
The Company's stockholders' equity decreased $5.4 million to $7.5 million at
June 30, 1998, compared to $12.9 million at June 30, 1997. The decrease in
stockholders' equity was accounted for by the net loss of $6.8 million, cash
dividends declared of $1.1 million, an increase in the net unrealized loss on
securities available for sale of $11,000 and the purchase of treasury stock of
$14,000. Offsetting these decreases were proceeds from the exercise of stock
warrants of $2.5 million. The common stock that was repurchased in 1997 and 1998
was retired upon purchase.
Total capital consists of Tier I capital plus the allowance for loan losses.
Minimum capital levels are 4% for the leverage ratio which is defined as Tier I
capital as a percentage of total assets less goodwill and other identifiable
intangible assets; 4% for Tier I to risk-weighted assets; and 8% for total
capital to risk-weighted assets. The Savings Bank's capital ratios have exceeded
each of these levels. The leverage ratio was 6.31% and 6.93%; Tier I capital to
risk-weighted assets was 6.78% and 7.64%; and total capital to risk-weighted
assets was 10.79% and 10.74% at June 30, 1998 and 1997. Book value per share
decreased to $2.40 at June 30, 1998, compared to $5.20 one year earlier, due to
the decrease in capital noted above.
The capital category assigned to an entity can also be affected by qualitative
judgements made by regulatory agencies about the risk inherent in the entity's
activities that are not part of the calculated ratios. At June 30, 1998 and
1997, the Bank is categorized as well capitalized and met all subject capital
adequacy requirements at those dates; however, the Savings Bank's primary
regulatory agency, the OTS, notified the Savings Bank verbally in August 1998
that its capital needs to be increased, primarily based on asset quality
concerns raised during its examination.
23
<PAGE>
The Company plans to evaluate alternatives and pursue opportunities to raise
additional capital in 1999 with the purpose of improving its capital ratios.
LIQUIDITY
The Company's principal source of income and funds is dividends from the Savings
Bank and is not subject to any regulatory restrictions on the payment of
dividends to its stockholders. However, the OTS regulations set restrictions on
the amount of dividends the Savings Bank may pay and the OTS has restricted any
payment of dividends by the Savings Bank to the Company without its prior
approval.
The Savings Bank is required by federal regulations to maintain specified levels
of "liquid" assets consisting of cash and other eligible investments. Currently,
liquid assets must equal at least five percent of net withdrawable savings plus
borrowings payable upon demand or due within one year or less. As of June 30,
1998, and June 30, 1997, the Savings Bank liquidity ratios were 6.70% and 5.57%.
Management believes that this level of liquidity is sufficient to meet any
anticipated requirements for the Savings Bank's operations.
The primary sources of funds for operations are principal and interest payments
on loans, deposits from customers, and sales and maturities of investment
securities. In addition, the Savings Bank is authorized to borrow money from the
FHLB and other sources as needed. The Savings Bank decreased its borrowings from
the FHLB from $23.3 million at June 30, 1996, to $14.8 million at June 30, 1998.
The Company has also decreased its utilization of agency-acquired certificates
of deposit as total loans have decreased and the need for these types of funds
has therefore decreased as well.
ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board ("FASB") has issued Statement No. 130,
Reporting Comprehensive Income, which establishes standards for reporting and
display of comprehensive income and its components in a full set of
general-purpose financial statements, Statement No. 131, Disclosures about
Segments of an Enterprise and Related Information, which establishes standards
for disclosing information about operating segments in interim and annual
financial statements. Statement No. 132, Employers' Disclosures About Pensions
and Other Postretirement Benefits, which revises employers disclosures about
pension and other postretirement benefit plans, and Statement No. 133,
Accounting for Derivative Instruments and Hedging Activities, which requires
companies to record derivatives on the balance sheet at their fair value.
Statements Nos. 130, 131 and 132 will be effective for the Company beginning in
fiscal 1999 and will not have any material impact on the Company's financial
condition or results of operations. Statement No. 133 will be effective for the
Company beginning in fiscal 2000 and is also not expected to have a material
impact on the Company's financial condition or results of operations.
24
<PAGE>
ASSET/LIABILITY MANAGEMENT
The Company is subject to interest rate risk to the degree that its
interest-bearing liabilities, primarily deposits with short and medium term
maturities, mature or reprice at different rates than its interest-earning
assets. Although having liabilities that mature or reprice less frequently on
average assets will be beneficial in times of rising interest rates, such an
asset/liability structure will result in lower net income during periods of
declining interest rates, unless offset by other factors.
The OTS utilizes a model, the "Office of Thrift Supervision Net Portfolio Value"
("NPV") model. which uses a net market value methodology to measure the interest
rate risk exposure of savings associations. Under this model, an institution's
"normal" level of interest rate risk in the event of an assumed change in
interest rates is a decrease in the institution's NPV in an amount not exceeding
2% of the present value of its assets. Savings associations with over $300
million in assets or less than 12% risk-based capital ratio are required to file
OTS Schedule CMR. Data from Schedule CMR is used by the OTS to calculate changes
in NPV (and the related "normal" level of interest rate risk) based upon certain
interest rate changes (discussed below). Associations which do not meet either
of the filing requirements are not required to file OTS Schedule CMR, but may do
so voluntarily. The Savings Bank is required to file a CMR since it does not
meet the risk-based capital requirement. Under the regulation, associations
which must file are required to take a deduction (the interest rate risk capital
component) from their total capital available to calculate their risk based
capital requirement if their interest rate exposure is greater than "normal".
The amount of that deduction is one-half of the difference between (a) the
institution's actual calculated exposure to a 200 basis point interest rate
increase or decrease (whichever results in the greater pro forma decrease in
NPV) and (b) its "normal" level of exposure which is 2% of the present value of
its assets.
Presented below, at June 30, 1998 and 1997, is an analysis performed by the OTS
of the Savings Bank's interest rate risk as measured by changes in NPV for
instantaneous and sustained parallel shifts in the yield curve, in 100 basis
point increments, up and down 400 basis points. At June 30, 1998 and 1997, 2% of
the present value of the Savings Bank's assets was approximately $3.9 million
and $4.8 million. Because the interest rate risk of a 200 basis point decrease
in market rates (which was greater than the interest rate risk of a 200 basis
point increase) was $845,000 at June 30, 1998 and $1.2 million at June 30, 1997,
the Savings Bank would not have been required to make a deduction from its total
capital available to calculate its risk based capital requirement. The decrease
in interest rate risk from 1998 to 1997 is due to an improved match of expected
cash flows from assets and liabilities.
<TABLE>
<CAPTION>
INTEREST RATE RISK AS OF JUNE 30, 1998
NPV AS PERCENT OF PRESENT
NET PORTFOLIO VALUE VALUE OF ASSETS
----------------------------------------------------------------------------------------------------
CHANGE DOLLAR DOLLAR PERCENTAGE
IN RATES AMOUNT CHANGE CHANGE NPV RATIO CHANGE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
+ 400 bp $12,405 $(3,255) (21)% 6.69% - 131 bp
+ 300 bp 13,549 (2,111) (13) 7.20 - 80 bp
+ 200 bp 14,598 (1,062) (7) 7.64 - 36 bp
+ 100 bp 15,407 (253) (2) 7.95 - 04 bp
0 bp 15,660 8.00
- 100 bp 15,524 (136) (1) 7.85 - 15 bp
- 200 bp 14,815 (845) (5) 7.44 - 56 bp
- 300 bp 14,277 (1,383) (9) 7.11 - 88 bp
- 400 bp 13,944 (1,716) (11) 6.88 - 111 bp
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
INTEREST RATE RISK AS OF JUNE 30, 1997
NPV AS PERCENT OF PRESENT
NET PORTFOLIO VALUE VALUE OF ASSETS
----------------------------------------------------------------------------------------------------
CHANGE DOLLAR DOLLAR PERCENTAGE
IN RATES AMOUNT CHANGE CHANGE NPV RATIO CHANGE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
+ 400 bp $13,200 $(4,960) (27)% 5.90% - 173 bp
+ 300 bp 14,760 (3,400) (19) 6.49 - 114 bp
+ 200 bp 16,220 (1,940) (11) 7.01 - 61 bp
+ 100 bp 17,405 (755) (4) 7.41 - 21 bp
0 bp 18,160 7.62
- 100 bp 18,073 (87) 0 7.50 - 12 bp
- 200 bp 16,962 (1,198) (7) 6.99 - 63 bp
- 300 bp 15,366 (2,794) (15) 6.29 - 133 bp
- 400 bp 13,953 (4,206) (23) 5.67 - 195 bp
</TABLE>
As with any method of measuring interest rate risk, certain shortcomings are
inherent in the methods of analysis presented above. For example, although
certain assets and liabilities may have similar maturities or periods to
repricing, they may react in different degrees to changes in market rates. Also,
the interest rates on certain types of assets and liabilities may fluctuate in
advance of changes in market interest rates, while interest rates on other types
may lag behind changes in market rates. Additionally, certain assets, such as
adjustable-rate loans, have features which restrict changes in interest rates on
a short-term basis and over the life of the assets. Further, in the event of a
change in interest rates, expected rates of prepayments on loans and early
withdrawals from certificates could likely deviate significantly from those
assume in calculating the table.
26
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Stockholders and Board of Directors
Fidelity Federal Bancorp
Evansville, Indiana
We have audited the consolidated balance sheet of Fidelity Federal Bancorp and
subsidiaries as of June 30, 1998 and 1997 and the related consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the three years in the period ended June 30, 1998. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements described above present
fairly, in all material respects, the consolidated financial position of
Fidelity Federal Bancorp and subsidiaries as of June 30, 1998 and 1997, and the
results of their operations and their cash flows for each of the three years in
the period ended June 30, 1998, in conformity with generally accepted accounting
principles.
/s/ Olive LLP
Evansville, Indiana
August 20, 1998
27
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
JUNE 30 1998 1997
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 1,683 $ 1,746
Short-term interest-bearing deposits 6,260 1,759
--------------------------------
Total cash and cash equivalents 7,943 3,505
Interest-bearing deposits 6 6
Investment securities available for sale 9,854 13,790
Loans 159,732 204,964
Allowance for loan losses (3,049) (1,781)
--------------------------------
Net loans 156,683 203,183
Premises and equipment 5,846 6,340
Federal Home Loan Bank of Indianapolis stock 3,920 3,920
Income tax receivable 6,690 818
Interest receivable and other assets 6,104 9,257
--------------------------------
Total assets $197,046 $240,819
================================
LIABILITIES
Deposits
Non-interest bearing $ 4,760 $ 4,714
Interest bearing 144,179 177,073
--------------------------------
Total deposits 148,939 181,787
Short-term borrowings 2,531 5,191
FHLB advances and other long-term debt 29,488 38,089
Advances by borrowers for taxes and insurance 426 674
Letter of credit valuation allowance 6,778
Other liabilities 1,369 2,142
--------------------------------
Total liabilities 189,531 227,883
--------------------------------
STOCKHOLDERS' EQUITY
Preferred stock, no par or stated value
Authorized and unissued--5,000,000 shares
Common stock, $1 stated value
Authorized--5,000,000 shares
Issued and outstanding--3,127,208 and 2,487,385 shares 3,127 2,487
Capital surplus 10,799 8,708
Stock warrants 11 264
Retained earnings (deficit) (6,380) 1,508
Net unrealized loss on securities available for sale (42) (31)
--------------------------------
Total stockholders' equity 7,515 12,936
--------------------------------
Total liabilities and stockholders' equity $197,046 $240,819
================================
</TABLE>
See notes to consolidated financial statements.
28
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30 1998 1997 1996
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest Income
Loans receivable $ 15,872 $ 18,692 $ 19,045
Loans held for sale 904
Investment securities
Taxable 650 1,033 1,099
Tax exempt 24 56
Federal funds sold 75 70 132
Interest-bearing deposits 255 124 64
Other interest and dividend income 316 307 285
-----------------------------------------------------
17,192 20,282 21,529
-----------------------------------------------------
Interest Expense
Deposits 8,785 10,000 10,550
Short-term borrowings 170 359 306
Long-term debt 2,631 3,472 4,669
-----------------------------------------------------
11,586 13,831 15,525
-----------------------------------------------------
Net Interest Income 5,606 6,451 6,004
Provision for loan losses 4,543 975 455
-----------------------------------------------------
Net Interest Income After Provision for
Loan Losses 1,063 5,476 5,549
-----------------------------------------------------
Non-Interest Income
Fee income--real estate development and
management fees 191 337 4,440
Service charges on deposit accounts 436 316 180
Net gains on sale of
Investment securities 79 42
Real estate loans 186 338 743
Premises and equipment 3 719
Letter of credit fees 657 722 481
Real estate investment banking fees 139 963 942
Agent fees 650 452 47
Other income 687 683 628
-----------------------------------------------------
3,025 3,856 8,180
-----------------------------------------------------
</TABLE>
29
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(In Thousands, Except Share Data)
(Continued)
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30 1998 1997 1996
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NON-INTEREST EXPENSE
Salaries and employee benefits $ 3,341 $ 4,318 $ 4,486
Net occupancy expense 444 481 471
Equipment expense 354 374 383
Data processing fees 456 318 287
Deposit insurance expense 140 255 417
SAIF assessment 1,040
Legal and professional fees 304 303 448
Advertising 199 230 226
Letter of credit valuation provision 6,778
Write-down of affordable housing investments 1,478 335
Affordable housing group activity expenses 769 177 61
Other expense 1,813 1,643 1,829
-----------------------------------------------------
16,076 9,474 8,608
-----------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAX (11,988) (142) 5,121
Income tax expense (benefit) (5,194) (255) 1,886
-----------------------------------------------------
NET INCOME (LOSS) $ (6,794) $ 113 $ 3,235
=====================================================
BASIC EARNINGS (LOSS) PER SHARE $(2.30) $.05 $1.32
DILUTED EARNINGS (LOSS) PER SHARE (2.30) .04 1.17
WEIGHTED AVERAGE SHARES OUTSTANDING 2,956,157 2,655,181 2,776,147
</TABLE>
See notes to consolidated financial statements.
30
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(In Thousands, Except Share and Per Share Data)
<TABLE>
<CAPTION>
NET UNREALIZED
COMMON STOCK GAIN (LOSS) ON
---------------------- CAPITAL STOCK RETAINED SECURITIES
SHARES AMOUNT SURPLUS WARRANTS EARNINGS AVAILABLE FOR SALE TOTAL
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCES, JULY 1, 1995 2,162,799 $2,163 $ 5,395 $299 $4,560 $(12) $12,405
Net income for 1996 3,235 3,235
Cash dividends ($.79 per share) (1,957) (1,957)
10% stock dividend ($1,000 paid in
lieu of fractional shares) 226,747 227 2,721 (2,949) (1)
Exercise of stock options 27,837 28 81 109
Exercise of stock warrants 77,657 77 588 (33) 632
Net change in unrealized gain (loss) on
securities available for sale (128) (128)
--------------------------------------------------------------------------------------
BALANCES, JUNE 30, 1996 2,495,040 2,495 8,785 266 2,889 (140) 14,295
Net income for 1997 113 113
Cash dividends ($.60 per share) (1,494) (1,494)
Exercise of stock options 407 4 4
Exercise of stock warrants 4,938 5 32 (2) 35
Purchase of common stock (13,000) (13) (113) (126)
Net change in unrealized gain (loss) on
securities available for sale 109 109
--------------------------------------------------------------------------------------
BALANCES, JUNE 30, 1997 2,487,385 2,487 8,708 264 1,508 (31) 12,936
Net income (loss) for 1998 (6,794) (6,794)
Cash dividends ($.35 per share) (1,094) (1,094)
Exercise of stock warrants 641,323 641 2,104 (253) 2,492
Purchase of common stock (1,500) (1) (13) (14)
Net change in unrealized gain (loss) on
securities available for sale (11) (11)
--------------------------------------------------------------------------------------
BALANCES, JUNE 30, 1998 3,127,208 $3,127 $10,799 $ 11 $(6,380) $(42) $ 7,515
======================================================================================
</TABLE>
See notes to consolidated financial statements.
31
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30 1998 1997 1996
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ (6,794) $ 113 $ 3,235
Adjustments to reconcile net income (loss) to net
cash provided by operating activities
Provision for loan losses 4,543 975 455
Letter of credit valuation provision 6,778
Investment securities gains (79) (42)
(Gain) loss on premises and equipment 100 (3) (719)
Depreciation 449 424 359
Investment securities amortization (accretion), net (16) 29 (33)
Amortization of net loan origination fees and points (26) (3) (56)
Deferred income tax (3,389) 313 296
Net decrease in real estate loans held for sale 1,923
Changes in
Interest payable and other liabilities (682) (331) 396
Interest receivable, tax receivable and other assets 670 (1,138) (2,495)
----------------------------------------------------
Net cash provided by operating activities 1,554 337 3,361
----------------------------------------------------
INVESTING ACTIVITIES
Purchases of securities available for sale (1,906) (2,597) (9,777)
Proceeds from maturities of securities
available for sale 2,476 3,806 7,543
Proceeds from sale of securities available for sale 3,451 2,624
Net change in loans 41,983 11,968 5,767
Purchase of premises and equipment (111) (1,233) (2,378)
Proceeds from sale of premises and equipment 56 23 1,000
Purchase of FHLB of Indianapolis stock (828)
----------------------------------------------------
Net cash provided by investing activities 45,949 14,591 1,327
----------------------------------------------------
FINANCING ACTIVITIES
Net change in
Noninterest-bearing, interest-bearing
demand and savings deposits 910 (2,054) 16,223
Certificates of deposit (33,758) 2,139 (15,292)
Short-term borrowings (2,660) (567) (1,072)
Proceeds from FHLB advances and other long-term debt 7,600 16,556
Repayment of FHLB advances and other long-term debt (8,601) (26,737) (26,495)
Net change in advances by borrowers for
taxes and insurance (248) (185) 160
Purchase of stock (14) (126)
Cash dividends (1,186) (1,745) (1,729)
Proceeds from exercise of stock options 4 109
Proceeds from exercise of stock warrants 2,492 35 632
----------------------------------------------------
Net cash used by financing activities (43,065) (21,636) (10,908)
----------------------------------------------------
</TABLE>
32
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)
(Continued)
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30 1998 1997 1996
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET CHANGE IN CASH AND CASH EQUIVALENTS $ 4,438 $ (6,708) $(6,220)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 3,505 10,213 16,433
-----------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 7,943 $ 3,505 $10,213
=====================================================
ADDITIONAL CASH FLOWS AND SUPPLEMENTARY INFORMATION
Income tax paid, net of refunds $ 625 $ 710 $ 1,938
Interest paid 11,900 13,846 15,723
</TABLE>
See notes to consolidated financial statements.
33
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
- - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of Fidelity Federal Bancorp (Company) and
its wholly-owned subsidiaries conform to generally accepted accounting
principles and reporting practices followed by the thrift industry. The more
significant of the policies are described below.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
The Company is a registered savings and loan holding company. The Company's
savings bank subsidiary, United Fidelity Bank, fsb (Savings Bank) generates
mortgage, consumer and commercial loans and receives deposits from customers
located primarily in southern Indiana. The Company's loans are generally secured
by specific items of collateral including real property, consumer assets and
business assets. The Savings Bank is subject to regulation by the Office of
Thrift Supervision and the Federal Deposit Insurance Corporation. Three of the
Savings Bank's wholly-owned subsidiaries, Village Management Corporation,
Village Community Development Corporation and Village Housing Corporation
(collectively, the Affordable Housing Group), are in the business of owning,
developing, building, renting and managing affordable housing projects. The
Savings Bank's other wholly-owned subsidiaries are Village Capital Corporation,
which primarily receives consulting fees for packaging various multi-family
deals to be financed and completed, and Village Insurance Corporation, which
offers an array of insurance products. The Company's other subsidiaries are
Village Securities Corporation, which offers brokerage services, and Village
Affordable Housing Corporation, which is not operational. The Company's
Affordable Housing Group has discontinued the development of real estate, but
continues actively managing existing Company affordable housing projects.
CONSOLIDATION--The consolidated financial statements include the accounts of the
Company and its subsidiaries after elimination of all material intercompany
transactions.
INVESTMENT SECURITIES AVAILABLE FOR SALE are carried at fair value. Realized
gains and losses on sales are determined using the specific-identification
method and are included in other income as net security gains (losses).
Unrealized gains and losses are reported separately in stockholders' equity, net
of tax. Premiums and discounts on all securities available for sale are
amortized using a method approximating the interest method over the remaining
period to contractual maturity, adjusted for anticipated prepayments for
mortgage-backed securities.
34
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
MORTGAGE LOANS HELD FOR SALE are carried at the lower of aggregate cost or
market value. Net unrealized losses, if any, are recognized through a valuation
allowance by charges to income, based on the difference between estimated sales
proceeds and aggregate cost.
LOANS are carried at the principal amount outstanding. Interest income is
accrued on the principal balances of loans. The accrual of interest on impaired
loans is discontinued when, in management's opinion, the borrower may be unable
to meet payments as they become due. When interest accrual is discontinued, all
unpaid accrued interest is reversed when considered uncollectible. Interest
income is subsequently recognized only to the extent cash payments are received.
Certain loan fees and related direct costs are being deferred and amortized over
the lives of the loans as an adjustment of yield on the loans.
ALLOWANCE FOR LOAN LOSSES and letter of credit valuation allowance are
maintained to absorb losses based on management's continuing review and
evaluation of the loan and letter of credit portfolios and its judgment as to
the impact of economic conditions on the portfolios. The evaluation by
management includes consideration of past loss experience, changes in the
composition of the portfolios, the current condition and amount of loans and
letters of credit outstanding and the probability of collecting all amounts due.
Impaired loans are measured by the present value of expected future cash flows,
or the fair value of the collateral of the loan, if collateral dependent.
The determination of the adequacy of the allowance for loan losses and the
letter of credit valuation allowance is based on estimates that are particularly
susceptible to significant changes in the economic environment and market
conditions. Management believes that, as of June 30, 1998, the allowance for
loan losses and the letter of credit valuation allowance is adequate based on
information currently available. A worsening or protracted economic decline in
the area within which the Company operates could affect the possibility of
additional losses due to credit and market risks and could create the need for
additional loss reserves.
PREMISES AND EQUIPMENT are carried at cost, net of accumulated depreciation.
Depreciation is computed using the straight-line method based principally on the
estimated useful lives of the assets. Maintenance and repairs are expensed as
incurred while major additions and improvements are capitalized. Gains and
losses on dispositions are included in current operations.
FEDERAL HOME LOAN BANK (FHLB) STOCK is a required investment for institutions
that are members of the FHLB system. The required investment in the common
stock is based on a predetermined formula.
INCOME TAX in the consolidated statement of income includes deferred income tax
provisions or benefits for all significant temporary differences in recognizing
income and expenses for financial reporting and income tax purposes. The Company
files consolidated income tax returns with its subsidiaries.
35
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
FEE INCOME on real estate development and management in the consolidated
statement of income is attributable to activities of the Affordable Housing
Group. The fees are recognized when earned under the applicable agreements and
when collectibility is assured. Fee income related to insurance services is
recognized when earned and collected.
MORTGAGE SERVICING RIGHTS on originated loans are capitalized by allocating the
total cost of the mortgage loans between the mortgage servicing rights and the
loans based on their relative fair values. Capitalized servicing rights, which
includes purchased servicing rights, are amortized in proportion to and over the
period of estimated servicing revenues.
STOCK OPTIONS are granted for a fixed number of shares to employees with an
exercise price equal to the fair value of the shares at the date of grant. The
Company accounts for and will continue to account for stock option grants in
accordance with Accounting Principles Board (APB) Opinion No. 25, Accounting for
Stock Issued to Employees, and, accordingly, recognized no compensation expense
for the stock option grants.
EARNINGS PER SHARE have been computed based upon the weighted average number of
shares outstanding.
- - RESTRICTION ON CASH AND DUE FROM BANKS
The Savings Bank is required to maintain reserve funds in cash and/or on deposit
with the Federal Reserve Bank. The reserve required at June 30, 1998 was $420.
- - INVESTMENT SECURITIES AVAILABLE FOR SALE
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
JUNE 30, 1998
U. S. Treasury $ 1,000 $ 1 $ 1,001
Federal agencies 3,000 $ (15) 2,985
Mortgage-backed securities 5,923 4 (59) 5,868
-----------------------------------------------------------------
$ 9,923 $ 5 $ (74) $ 9,854
=================================================================
JUNE 30, 1997
U. S. Treasury $ 1,003 $ (3) $ 1,000
Federal agencies 3,000 (56) 2,944
Mortgage-backed securities 8,853 $25 (90) 8,788
Municipals 1,014 44 1,058
-----------------------------------------------------------------
$13,870 $69 $(149) $13,790
=================================================================
</TABLE>
36
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
The amortized cost and fair value of investment securities available for sale at
June 30, 1998, by contractual maturity, are shown below. Expected maturities
will differ from contractual maturities because issuers may have the right to
call or prepay obligations with or without call or prepayment penalties.
AMORTIZED FAIR
COST VALUE
----------------------------------
Within one year $2,000 $1,998
One to five years 2,000 1,988
----------------------------------
4,000 3,986
Mortgage-backed securities 5,923 5,868
----------------------------------
$9,923 $9,854
==================================
Proceeds from sales of investment securities available for sale during 1998 and
1997 were approximately $3,451 and $2,624. Gross gains of approximately $79 were
realized on the 1998 sales. Gross gains of approximately $43 and gross losses of
approximately $1 were realized on the 1997 sales. There were no sales of
investment securities available for sale during 1996.
- - LOANS AND ALLOWANCE
<TABLE>
<CAPTION>
JUNE 30 1998 1997
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Real estate mortgage loans
First mortgage loans
Conventional $ 71,343 $ 94,293
Construction 16,110 32,577
Commercial 20,753 26,668
Multi-family 5,742 9,602
First mortgage real estate loans purchased 2,704 3,184
Commercial loans--other than secured by real estate 11,568 12,522
Consumer and home equity loans 31,512 26,118
-------------------------------
$159,732 $204,964
===============================
</TABLE>
37
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
Included in multi-family loans are loans made to affordable housing
developments totaling $5,742 and $4,607 at June 30, 1998 and 1997. An additional
$12,904 and $29,243 in multi-family loans is included in construction loans at
June 30, 1998 and 1997.
YEAR ENDED JUNE 30 1998 1997 1996
- ---------------------------------------------------------------------------
Allowance for loan losses
Balances, beginning of year $1,781 $1,059 $ 713
Provision for losses 4,543 975 455
Loans charged off (3,299) (267) (140)
Recoveries on loans 24 14 31
-----------------------------------------
Balances, end of year $3,049 $1,781 $1,059
=========================================
The Company and subsidiaries have entered into transactions with certain
executive officers, directors, significant stockholders and limited partnerships
in which the Company is an investor and their affiliates or associates. Such
transactions were made in the ordinary course of business on substantially the
same terms and conditions, including interest rates and collateral, as those
prevailing at the same time for comparable transactions with other customers,
and did not, in the opinion of management, involve more than normal credit risk
or present other unfavorable features.
The aggregate amount of loans, as defined, to such related parties was as
follows:
Balances, July 1, 1997 $6,434
New loans, including renewals 34
Payments, etc., including renewals (176)
--------------
Balances, June 30, 1998 $6,292
==============
At June 30, 1998, the Company had impaired loans totaling $13,925. The allowance
for losses on such impaired loans totaled $1,897 and is included in the
Company's allowance for loan losses at June 30, 1998. The average balance of
impaired loans was $3,472 during the year ended June 30, 1998 and the Company
recorded and collected $385 in interest during this period.
The Company did not have any impaired loans during the year ended June 30, 1997.
38
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
- - LETTER OF CREDIT VALUATION ALLOWANCE
In 1998, the Company recorded specific reserves related to letters of credit
issued by the Company and the Bank of approximately $6.8 million primarily
related to the permanent financing for certain of the affordable housing
projects. The Company has not yet paid any amounts to third parties as a result
of these letters of credit. Multifamily letters of credit, an off-balance sheet
item, carry the same risk characteristics as conventional loans and totaled
$55.5 million at June 30, 1998.
- - LOAN SERVICING
Mortgage loans serviced for others are not included in the accompanying
consolidated balance sheet. The unpaid principal balances of mortgage loans
serviced for others totaled $19,481, $64,517 and $58,854 at June 30, 1998, 1997
and 1996.
The aggregate fair value of capitalized mortgage servicing rights at June 30,
1998 approximated $244. Comparable market prices were used to estimate fair
value.
1998 1997 1996
-------------------------------------
Mortgage servicing rights
Balances, beginning of year $721 $543
Servicing rights capitalized 127 250 $575
Amortization of servicing rights (69) (72) (32)
Sale of servicing rights (553)
-------------------------------------
Balances, end of year $226 $721 $543
=====================================
- - PREMISES AND EQUIPMENT
JUNE 30 1998 1997
- -------------------------------------------------------------------------------
Land $1,611 $1,766
Building and land improvements 5,288 5,244
Furniture, fixtures and equipment 1,943 2,058
----------------------------
Total cost 8,842 9,068
Accumulated depreciation (2,996) (2,728)
----------------------------
Net $5,846 $6,340
=============================
39
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
- - OTHER ASSETS AND INVESTMENTS IN LIMITED PARTNERSHIPS
Included in other assets at June 30, 1998 and 1997 are investments of $2,230
and $4,021 in limited partnerships which are organized to build, own and
operate apartment complexes. The investments at June 30, 1998 are as follows:
PERCENTAGE AND TYPE OF AMOUNT OF NUMBER OF
PARTNERSHIP INTEREST INVESTMENT PARTNERSHIPS
-----------------------------------------------------------------
1%--General $554 16
1%--General and
47%--Limited 496 1
1%--General and
39%--Limited 467 1
10%--Limited 362 1
10%--Limited 219 1
99%--Limited 132 2
The Company records income on the equity method in the income and losses of the
limited partnerships, which resulted in losses of $87, $132 and $73 during 1998,
1997 and 1996. In addition to recording its equity in the losses of these
projects, the Company has recorded the benefit of low-income housing tax credits
of $508, $341 and $273 for the years ended June 30, 1998, 1997 and 1996.
Combined condensed financial statements for the limited partnerships as of June
30, 1998 and 1997 and for the years ended June 30, 1998, 1997 and 1996 are as
follows:
JUNE 30 1998 1997
- -----------------------------------------------------------------------------
Combined condensed balance sheet (unaudited)
Assets
Cash $ 310 $ 727
Land and property 54,927 56,357
Other assets 1,720 1,271
-----------------------------
Total assets $56,957 $58,355
=============================
Liabilities
Notes payable $38,039 $38,214
Other liabilities 2,626 2,348
-----------------------------
Total liabilities 40,665 40,562
Partners' equity 16,292 17,793
-----------------------------
Total liabilities and partners' equity $56,957 $58,355
=============================
40
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30 1998 1997 1996
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Combined condensed statement of operations (unaudited)
Total revenue $ 5,259 $ 3,181 $ 3,501
Total expenses 6,784 4,253 5,261
------------------------------------
Net loss $(1,525) $(1,072) $(1,760)
====================================
</TABLE>
Approximately $5,433 and $9,087 of the notes payable are due to the Company from
these partnerships at June 30, 1998 and 1997.
The Company wrote down the investments in limited partnerships by $1,478 and
$335 in 1998 and 1997, based on the performance of the underlying real estate
operations.
Included in other assets is interest receivable as follows:
JUNE 30 1998 1997
- ------------------------------------------------------------------------------
Interest receivable on loans $1,015 $1,340
Interest receivable on investments and other 114 178
------------------------------
Total interest receivable $1,129 $1,518
==============================
- - DEPOSITS
JUNE 30 1998 1997
- -----------------------------------------------------------------------------
Non-interest bearing transaction accounts $ 4,760 $ 4,714
Interest-bearing transaction accounts 21,365 20,952
Money market deposit accounts 2,847 3,103
Savings accounts 5,470 4,763
Certificates of $100 or more 22,422 53,081
Other certificates and time deposits 92,075 95,174
-----------------------------
Total $148,939 $181,787
=============================
41
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
Certificates maturing in years ending June 30:
1999 $ 62,473
2000 41,630
2001 8,732
2002 988
2003 674
------------------
$114,497
==================
- - SHORT-TERM BORROWINGS
JUNE 30 1998 1997
- ------------------------------------------------------------------------
Treasury tax and loan note option $ 115 $ 105
Guaranteed investment contracts 2,416 5,086
---------------------------------
Total short-term borrowings $2,531 $5,191
=================================
- - FHLB ADVANCES AND OTHER LONG-TERM DEBT
<TABLE>
<CAPTION>
JUNE 30 1998 1997
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Note payable, 7.43%, adjusted annually, payable $16 per month, including
interest, due April 2009, secured by specific multi-family mortgages $ 2,210 $ 2,234
Note payable, 8.75% adjusted annually, payable $8 per month,
including interest, due September 2010, secured by specific
multi-family mortgages 996 1,006
Note payable, 8.75% adjusted annually, payable $12 per month,
including interest, due September 2010, secured by specific
multi-family mortgages 1,529 1,542
Junior subordinated notes, 9.125%, interest paid semi-annually,
due April 2001, unsecured 1,476 1,476
Junior subordinated notes, 9.25%, interest paid semi-annually, due
January 2002, unsecured 1,494 1,494
Senior subordinated notes, 10%, interest paid semi-annually, due
June 2005, unsecured 7,000 7,000
Federal Home Loan Bank advances, due at various dates through
2002 (weighted average rates of 6.62% and 6.48% at June 30,
1998 and 1997) 14,783 23,337
------------------------------
Totals $29,488 $38,089
==============================
</TABLE>
42
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
The terms of a security agreement with the FHLB require the Savings Bank to
pledge as collateral qualifying first mortgage loans in an amount equal to at
least 125% of these advances and all stock in the FHLB or eligible securities
with a market value in an amount equal to at least 110% of these advances. In
addition to the first mortgage loans pledged, the Company had $8,293 of
investment securities pledged at June 30, 1998. Certain advances are subject to
restrictions or penalties in the event of prepayment.
The scheduled principal reduction of borrowings at June 30, 1998, is as
follows: 1999, $5,344; 2000, $4,042; 2001, $2,162; 2002, $2,317; 2003,
$4,189; and 2004 and later, $11,434.
- - INCOME TAX
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30 1998 1997 1996
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income tax expense (benefit)
Currently payable
Federal $(1,803) $(515) $1,174
State (2) (53) 416
Deferred
Federal (2,382) 240 244
State (1,007) 73 52
------------------------------------------------
Total income tax expense (benefit) $(5,194) $(255) $1,886
================================================
Reconciliation of federal statutory to actual
tax expense (benefit)
Federal statutory income tax at 34% $(4,076) $ (48) $1,741
Effect of state income taxes (666) 13 309
Affordable housing tax credits and other (449) (221) (177)
Other, net (3) 1 13
------------------------------------------------
Actual tax expense (benefit) $(5,194) $(255) $1,886
================================================
</TABLE>
43
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
A cumulative deferred tax asset is included in other assets at June 30, 1998
and a cumulative deferred tax liability is included in other liabilities at
June 30, 1997. The components of the asset and liability are as follows:
<TABLE>
<CAPTION>
JUNE 30 1998 1997
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Differences in accounting for certain accrued liabilities $ 15 $ 17
Allowance for loan losses 2,120 792
Loan fees 100 110
Unrealized gain/loss on available-for-sale securities 27 49
Alternative minimum tax credit 200
Low income housing credit carryforward 969
State net operating loss carryforward 699
Federal net operating loss carryforward 323
Other 26 44
--------------------------------
Total assets 4,479 1,012
--------------------------------
LIABILITIES
Depreciation (40) (31)
State income tax (239)
Differences in basis of FHLB stock (66) (66)
Basis differential on certain partnership interests (834) (767)
Differences in accounting for mortgage servicing rights (90) (285)
Differences in accounting for other real estate (16)
Differences in accounting for loan sales (5)
--------------------------------
Total liabilities (1,269) (1,170)
--------------------------------
$3,210 $ (158)
================================
</TABLE>
At June 30, 1998, the Company has a federal net operating loss carryforward for
tax purposes of $949. This loss carryforward expires in the year 2013. The
Company has a state net operating loss carryforward for tax purposes of $8,218.
This loss carryforward expires in the year 2013. The Company has low income
housing credit carryforwards of $969. These carryforwards expire in varying
amounts through the year 2013. In addition, the Company has an alternative
minimum tax credit carryforward of $200.
Retained earnings include approximately $1,870 for which no deferred income tax
liability has been recognized. This amount represents an allocation of income to
bad debt deductions as of December 31, 1987 for tax purposes only. Reduction of
amounts so allocated for purposes other than tax bad debt losses, including
redemption of bank stock or excess dividends, or loss of "bank" status, would
create income for tax purposes only, which income would be subject to the
then-current corporate income tax rate. The unrecorded deferred income tax
liability on the above amounts was approximately $635.
44
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
- - REGULATORY CAPITAL
The Savings Bank is subject to various regulatory capital requirements
administered by the federal banking agencies and is assigned to a capital
category. The assigned capital category is largely determined by three ratios
that are calculated according to the regulations: total risk adjusted capital,
Tier 1 capital, and Tier 1 leverage ratios. The ratios are intended to measure
capital relative to assets and credit risk associated with those assets and
off-balance sheet exposures of the entity. The capital category assigned to an
entity can also be affected by qualitative judgments made by regulatory agencies
about the risk inherent in the entity's activities that are not part of the
calculated ratios.
There are five capital categories defined in the regulations, ranging from well
capitalized to critically undercapitalized. Classification of a bank in any of
the undercapitalized categories can result in actions by regulators that could
have a material effect on a bank's operations. At June 30, 1998 and 1997, the
Bank is categorized as well capitalized and met all subject capital adequacy
requirements at those dates; however, the Savings Bank's primary regulatory
agency, the Office of Thrift Supervision (OTS) following its regularly scheduled
examination, notified the Savings Bank verbally in August 1998 that its capital
needs to be increased, based on asset quality concerns raised during its
examination.
The Bank's actual and required capital amounts and ratios are as follows:
<TABLE>
<CAPTION>
REQUIRED FOR TO BE WELL
ACTUAL ADEQUATE CAPITAL* CAPITALIZED*
-------------------------------------------------------------------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AS OF JUNE 30, 1998
Total risk-based capital* (to risk-
weighted assets) $19,041 10.79% $14,111 8.00% $17,639 10.00%
Core capital* (to risk-weighted assets) 11,961 6.78 7,056 4.00 10,583 6.00
Core capital* (to adjusted total assets) 11,961 6.31 7,581 4.00 9,476 5.00
AS OF JUNE 30, 1997
Total risk-based capital* (to risk-
weighted assets) $22,826 10.74% $17,004 8.00% $21,255 10.00%
Core capital* (to risk-weighted assets) 16,245 7.64 8,502 4.00 12,753 6.00
Core capital* (to adjusted total assets) 16,245 6.93 9,381 4.00 11,726 5.00
</TABLE>
*As defined by regulatory agencies
The Bank's tangible capital at June 30, 1998 was $11,961, which amount was 6.31
percent of tangible assets and exceeded the required ratio of 1.5 percent.
45
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
- - DIVIDEND, CAPITAL AND OTHER RESTRICTIONS
The Company's principal source of income and funds is dividends from the Savings
Bank and is not subject to any regulatory restrictions on the payment of
dividends to its stockholders. However, the OTS regulations set restrictions on
the amount of dividends the Savings Bank may pay and the OTS has restricted any
payment of dividends by the Savings Bank to the Company without its prior
approval.
The OTS has also notified the Company that it plans to restrict the Company from
appointing directors or members of senior executive management without OTS
approval, and that it plans to restrict all types of commercial lending until
approved to do so by the OTS.
- - STOCKHOLDERS' EQUITY
Stockholders' equity and all share data have been adjusted for the 10 percent
stock dividend declared on April 24, 1996 and distributed on May 27, 1996.
In connection with the Company's first debt and equity rights offering completed
April 30, 1994, the Company reserved 415,500 shares of its common stock for
issuance upon exercise of 1,500 outstanding warrants. Each warrant represents
the right to purchase 277 shares of common stock. The warrants were valued at
$100 per warrant and expire on April 30, 2004. At June 30, 1998, a total of
397,218 of the shares originally reserved had been issued and 18,282 remained
reserved and unissued.
In connection with the Company's second debt and equity offering completed on
January 31, 1995, the Company reserved 346,500 shares of its common stock for
issuance upon exercise of 1,500 outstanding warrants. Each warrant represents
the right to purchase 231 shares of common stock. The warrants were valued at
$100 per warrant and expire on January 31, 2005. At June 30, 1998, a total of
337,029 of the shares originally reserved had been issued and 9,471 remained
reserved and unissued.
On September 22, 1997, the Company filed Schedule 13E4 with the Securities and
Exchange Commission regarding a warrant tender offer to holders of its 1994 and
1995 warrants. The offer and withdrawal rights expired on October 31, 1997. The
Company decreased the exercise price, upon the terms and subject to the
conditions set forth in the Letter of Transmittal, to $3.70 for the 1994
warrants and $4.04 for the 1995 warrants. The proceeds from the exercise of the
warrants under this offer totaled $2.5 million.
46
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
- - COMMITMENTS AND CONTINGENT LIABILITIES
In the normal course of business, there are outstanding commitments and
contingent liabilities, such as commitments to extend credit, which are not
included in the accompanying consolidated financial statements. The Company's
exposure to credit loss in the event of nonperformance by the other party to the
financial instruments for commitments to extend credit is represented by the
contractual or notional amount of those instruments. The Company uses the same
credit policies in making such commitments as it does for on-balance sheet
instruments.
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee. Since many of the commitments are expected to expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Company evaluates each customer's credit
worthiness on a case-by-case basis. The amount of collateral obtained, if deemed
necessary by the Company upon extension of credit, is based on management's
credit evaluation. Collateral held varies, but may include residential real
estate, income-producing commercial properties, or other assets of the borrower.
At June 30, 1998 and 1997, commitments to extend credit, which represent
financial instruments whose contract amount represents credit risk, were $17,169
and $30,363.
During a recent examination of the Company by the OTS, the OTS reviewed the
letters of credit and used a different methodology than what had previously been
used by management in assessing credit risk associated with the letters of
credit. The Company, in adopting the OTS methodology, recorded a $6.8 million
valuation allowance associated with these off-balance sheet assets. As of June
30, 1998, none of these letters of credit had been presented for payment to the
Company.
The Company has issued standby letters of credit on affordable housing
developments in which one of the Company's subsidiaries has a partnership
interest. The letters of credit secure tax exempt bond issues and other
permanent financing of limited partnerships in which one of the Company's
subsidiaries owns a 1 percent general partner interest. The amount outstanding
on the letters of credit at June 30, 1998 and 1997 was $19,423 and $19,432.
The Company has also issued standby letters of credit on affordable housing
developments in which the borrowers are not affiliated with the Company. The
letters of credit secure tax-exempt bond issues and other permanent financing of
limited partnerships. The amount outstanding on the letters of credit at June
30, 1998 and 1997 was $36,031 and $34,985. The Company also has standby letters
of credit to guarantee the performance of a customer to a third party. The
amount outstanding on the letters of credit at June 30, 1998 and 1997 was $1,034
and $916.
The Company, in its role as general partner on various affordable housing
developments through its subsidiaries, is committed to advance certain amounts
to limited partnerships. These commitments potentially include short-term loans
to the limited partners or an increase in the general partner's equity
investment.
47
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
The Company has entered into a change in control agreements with three of its
employees which provide for the continuation of a multiple of the employee's
existing salary and certain benefits for a two-year period of time under certain
conditions following a change in control.
The Federal Financial Institutions Examination Council has established Year 2000
compliance requirements and timetables for the banking industry. Those standards
require that a series of procedures be performed by financial institutions that,
if done correctly and on time, should reduce the risk of noncompliance with Year
2000.
The Company, at June 30, 1998, has not met certain of those requirements in a
timely manner but is in the process of completing the required procedures. The
Company cannot provide any assurance that the effect of Year 2000 will not be
material to the Company's financial position or operating results.
The Company and subsidiaries are also subject to claims and lawsuits which arise
primarily in the ordinary course of business. It is the opinion of management
that the disposition or ultimate resolution of such claims and lawsuits will not
have a material adverse effect on the consolidated financial position of the
Company.
- - BENEFIT PLANS
The Company is a participant in the Financial Institutions Retirement Fund
(FIRF). This defined-benefit plan is a multi-employer plan; separate actuarial
valuations are not made with respect to each participating employer. According
to FIRF administrators, the market value of the fund's assets exceeded the value
of vested benefits in the aggregate as of June 30, 1997, the date of the latest
actuarial valuation. The plan provides pension benefits for substantially all of
the Company's employees. The Company recorded pension expense of $64 in 1997,
with no expense recorded in 1998 or 1996.
The Company has a retirement savings Section 401(k) plan in which substantially
all employees may participate. The Company matches employees' contributions at
the rate of 25% up to 6% of the participant's salary. The Company's expense for
the plan was $19, $28 and $27 for 1998, 1997 and 1996.
- - STOCK OPTION PLANS
Under the Company's stock option plans, the Company grants stock option awards
which vest and become exercisable at various dates. In November 1997, the
Company authorized the grant of options for up to 71,531 shares of the Company's
common stock. The exercise price of each option was greater than the market
price of the Company's stock on the date of grant; therefore, no compensation
expense was recognized.
Although the Company has elected to follow APB Opinion No. 25, SFAS No. 123
requires proforma disclosures of net income and earnings per share as if the
Company had accounted for its employee stock options under that statement. The
Company did not grant any options during the year ended June 30, 1997, therefore
no proforma disclosures were required. The proforma effect on net income and
earnings per share of the options granted in 1998 were not materially different
from those presented on the consolidated statement of income.
The following is a summary of the status of the Company's stock option plans and
changes in the plans as of and for the years ended June 30, 1998, 1997 and 1996.
48
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
INCENTIVE STOCK OPTION PLAN
The Company had an incentive stock option plan that expired on November 17,
1997. There were no options granted or exercised during 1998 or 1997. The
options that were outstanding at June 30, 1996 were canceled in 1997. A summary
of the stock options activity for the incentive stock option plan for 1996 is as
follows:
June 30 1996
- --------------------------------------------------------------------------
Shares under option
Outstanding at beginning of year 36,451
Granted 6,930
Exercised 30,621
--------------
Outstanding at end of year 12,760
==============
Exercisable at end of year 8,602
==============
Weighted option price per share
Exercisable $10.33
Exercised 3.92
Granted 14.32
DIRECTORS' PLAN
In August 1993, the Board of Directors of the Company adopted a non-qualified
stock option plan (Directors' Plan) which provides for the grant of
non-qualified stock options to individuals who are directors of the Company, or
any of its subsidiaries. The Directors' Plan provides for the grant of
non-qualified stock options to acquire shares of common stock of the Company for
the price of not less than $2 above the average of the high and low bid
quotations, as reported by NASDAQ, for the common stock of the Company for the
five trading days immediately preceding the date the option is granted. A total
of 233,779 shares have been reserved for issuance under the Directors' Plan.
49
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
At June 30, 1998, there were 115,486 options available for grant. A summary of
the stock options activity for the Directors' Plan is as follows:
JUNE 30 1998 1997 1996
- ------------------------------------------------------------------------------
Shares under option
Outstanding at beginning of year 86,762 86,762 86,762
Granted 31,531
Outstanding at end of year 118,293 86,762 86,762
Exercisable at end of year 118,293 86,762 86,762
Weighted option price per share
Exercisable $ 7.92 $6.50 $6.50
Granted 11.81
1995 KEY EMPLOYEES' STOCK OPTION PLAN The 1995 Key Employees' Stock Option Plan
(1995 Plan) provides for the granting of either incentive stock options (ISOs)
pursuant to Section 422A of the Internal Revenue Code of 1986, as amended
(Code), or stock options which do not qualify as incentive stock options (ISOs),
or any combination thereof. Options may be granted to key employees and officers
of the Company and its subsidiaries.
The option price per share for ISOs will be not less than the fair market value
of a share on the date the option is granted. The option price per share for
ISOs granted to an employee owning 10 percent or more of the common stock of the
Company will be not less than 110 percent of the fair market value of a share on
the date the option is granted. The option price per share for ISOs will be
determined by the compensation committee, but may not be less than 100 percent
of the fair market value on the date of grant. A total of 236,500 shares have
been reserved for issuance under the 1995 Plan.
50
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
At June 30, 1998, there were 171,873 options available for grant. A summary of
the stock options activity for the 1995 Plan is as follows:
JUNE 30 1998 1997
- -----------------------------------------------------------------------------
Shares under option
Outstanding at beginning of year 80,443 80,850
Granted 40,000
Exercised 407
Canceled (56,223)
Outstanding at end of year 64,220 80,443
Exercisable at end of year 36,176 48,183
Weighted option price per share
Exercisable $10.68 $10.52
Exercised 9.63
Granted 10.81
- - EARNINGS PER SHARE
<TABLE>
<CAPTION>
1998 1997 1996
------------------------------------------------------------------------------------------------
WEIGHTED AMOUNT Weighted Amount Weighted Amount
AVERAGE PER Average Per Average Per
YEAR ENDED JUNE 30 INCOME SHARES SHARE Income Shares Share Income Shares Share
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Basic Earnings (Loss) Per
Share
Income available to
common stockholders $(6,794) 2,956,157 $(2.30) $113 2,491,074 $.05 $3,235 2,453,275 $1.32
Effect of Dilutive
Securities
Options 26,869 51,359
Warrants 137,238 271,513
-----------------------------------------------------------------------------------------------
Diluted Earnings (Loss)
Per Share
Income available to
common stockholders
plus assumed
conversions $(6,794) 2,956,157 $(2.30) $113 2,655,181 $.04 $3,235 2,776,147 $1.17
===============================================================================================
</TABLE>
51
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
Options to purchase 55,714, 55,113 and 2,772 shares of common stock at an
average price of $11.81 and $10.81 for 1998, $10.42 for 1997 and $14.32 for 1996
were outstanding at June 30, 1998, 1997 and 1996 but were not included in the
computation of diluted earnings per share because the options' exercise price
was greater than the average market price of the common shares.
For the year ended June 30, 1998, the effect of 23,391 options and 32,859
warrants would had an anti-dilutive effect on earnings per share, if the Company
would have had net income as opposed to a net loss, and, therefore, are not
included in the earnings per share calculation.
- - FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value of
each class of financial instrument:
CASH AND CASH EQUIVALENTS--The fair value of cash and cash equivalents
approximates carrying value.
INTEREST-BEARING DEPOSITS--The fair value of interest-bearing time deposits
approximates carrying value.
INVESTMENT SECURITIES--Fair values are based on quoted market prices.
LOANS--For both short-term loans and variable-rate loans that reprice frequently
and with no significant change in credit risk, fair values are based on carrying
values. The fair values for certain mortgage loans, including one-to-four family
residential, are based on quoted market prices of similar loans sold in
conjunction with securitization transactions, adjusted for differences in loan
characteristics. The fair value for other loans is estimated using discounted
cash flow analyses, using interest rates currently being offered for loans with
similar terms to borrowers of similar credit quality.
INTEREST RECEIVABLE/PAYABLE--The fair values of interest receivable/payable
approximate carrying values.
FHLB STOCK--The fair value is estimated to be the carrying value, which is par.
All transactions in the capital stock of the FHLB of Indianapolis are executed
at par.
DEPOSITS--The fair values of non-interest-bearing, interest-bearing demand and
savings accounts are equal to the amount payable on demand at the balance sheet
date. The carrying amounts for variable rate, fixed-term certificates of deposit
approximate their fair values at the balance sheet date. Fair values for
fixed-rate certificates of deposit are estimated using a discounted cash flow
calculation that applies interest rates currently being offered on certificates
to a schedule of aggregated expected monthly maturities on such time deposits.
SHORT-TERM BORROWINGS--The fair value of these borrowings is estimated using
rates currently available to the Company for debt with similar terms and
remaining maturities. These instruments adjust on a periodic basis and the
carrying amount represents the fair value.
FHLB ADVANCES AND OTHER LONG-TERM DEBT--The fair value of these borrowings is
estimated using a discounted cash flow calculation, based on current rates for
similar debt. Long-term debt consists of adjustable instruments tied to a
variable market interest rate.
52
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
OFF-BALANCE-SHEET COMMITMENTS--Commitments include commitments to purchase and
originate mortgage loans, commitments to sell mortgage loans, and standby
letters of credit and are generally of a short-term nature. The fair value of
the loan commitments are based on fees currently charged to enter into similar
agreements, taking into account the remaining terms of the agreements and the
counterparties' credit standing. The carrying amounts of the commitments to
purchase and originate mortgage loans and to sell mortgage loans, which are
immaterial, are reasonable estimates of the fair value of these financial
instruments. The carrying amount of the standby letters of credit, which consist
of a letter of credit valuation allowance of $6,778, is a reasonable estimate of
the fair value of those off-balance sheet items.
The estimated fair values of the Company's financial instruments are as follows:
<TABLE>
<CAPTION>
1998 1997
---------------------------------------------------------------------
CARRYING FAIR Carrying Fair
JUNE 30 AMOUNT VALUE Amount Value
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Cash and cash equivalents $ 7,943 $ 7,943 $ 3,505 $ 3,505
Interest-bearing deposits 6 6 6 6
Investment securities available for sale 9,854 9,854 13,790 13,790
Loans, net 156,683 155,108 203,183 201,600
Interest receivable 1,129 1,129 1,518 1,518
FHLB stock 3,920 3,920 3,920 3,920
Liabilities
Deposits 148,939 149,135 181,787 181,864
Short-term borrowings 2,531 2,531 5,191 5,191
FHLB advances and other long-term debt 29,488 29,542 38,089 37,995
Interest payable 421 421 735 735
Standby letters of credit 6,778 6,778
</TABLE>
53
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
- - CONDENSED FINANCIAL INFORMATION (PARENT COMPANY ONLY)
Presented below is condensed financial information as to financial position,
results of operations and cash flows of the Company:
CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
JUNE 30 1998 1997
- -----------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash on deposit $ 242 $ 92
Interest-bearing deposits 6 6
Investment in subsidiaries 13,192 16,308
Loans 4,072 5,208
Subordinated debentures and other loan
receivables from subsidiaries 6,063 5,813
Income tax receivable 2,147 403
Other assets 577 750
-----------------------------
Total assets $26,299 $28,580
=============================
LIABILITIES
Long-term debt $15,195 $15,247
Letter of credit valuation allowance 3,289
Other liabilities 300 397
-----------------------------
Total liabilities 18,784 15,644
-----------------------------
STOCKHOLDERS' EQUITY
Common stock 3,127 2,487
Capital surplus 10,799 8,708
Stock warrants 11 264
Retained earnings (deficit) (6,380) 1,508
Net unrealized loss on securities available for sale (42) (31)
-----------------------------
Total stockholders' equity 7,515 12,936
-----------------------------
Total liabilities and stockholders' equity $26,299 $28,580
=============================
</TABLE>
54
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
CONDENSED STATEMENT OF INCOME
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30 1998 1997 1996
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INCOME
Dividends from subsidiaries $ 875 $2,500 $2,200
Interest income 1,089 1,092 978
Other income 10 148 234
-----------------------------------------------------
Total income 1,974 3,740 3,412
-----------------------------------------------------
EXPENSE
Interest expense 1,402 1,397 1,364
Provision for loan losses 1,092 75
Letter of credit valuation provision 3,289
Other expenses 555 619 611
-----------------------------------------------------
Total expense 6,338 2,091 1,975
-----------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAX AND EQUITY IN
UNDISTRIBUTED (DISTRIBUTIONS IN EXCESS OF)
INCOME OF SUBSIDIARIES (4,364) 1,649 1,437
INCOME TAX BENEFIT (2,075) (337) (302)
-----------------------------------------------------
INCOME (LOSS) BEFORE EQUITY IN UNDISTRIBUTED (DISTRIBUTIONS IN EXCESS
OF) INCOME OF SUBSIDIARIES (2,289) 1,986 1,739
EQUITY IN UNDISTRIBUTED (DISTRIBUTIONS IN EXCESS OF) INCOME OF
SUBSIDIARIES (4,505) (1,873) 1,496
-----------------------------------------------------
NET INCOME (LOSS) $(6,794) $ 113 $3,235
=====================================================
</TABLE>
55
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
CONDENSED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30 1998 1997 1996
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $(6,794) $ 113 $ 3,235
Adjustments to reconcile net income (loss) to net
cash provided (used) by operating activities
Depreciation and amortization 40 37 4
Provision for loan losses 1,092 75
Letter of credit valuation provision 3,289
Undistributed net income of subsidiaries 4,505 1,873 (1,496)
(Increase) decrease in other assets (1,611) (491) 392
(Increase) decrease in other liabilities (1,045) 128 (183)
----------------------------------------------------
Net cash provided (used) by operating activities (524) 1,735 1,952
----------------------------------------------------
INVESTING ACTIVITIES
Decrease in interest-bearing deposits in other banks 1
Capital contributions to subsidiaries (1,400) (80)
Advance on note to subsidiary (250) (1,058)
Principal payments received on notes from subsidiaries 120
Net (increase) decrease in loans 1,084 58 (1,309)
----------------------------------------------------
Net cash provided (used) by investing activities (566) 99 (2,367)
----------------------------------------------------
FINANCING ACTIVITIES
Payment of long-term debt (52) (70)
Proceeds from issuance of long-term debt 1,270
Proceeds from exercise of stock options 4 109
Proceeds from exercise of stock warrants 2,492 35 632
Cash dividends (1,186) (1,745) (1,729)
Purchase of treasury stock (14) (126)
----------------------------------------------------
Net cash provided (used) by financing activities 1,240 (1,902) 282
----------------------------------------------------
CHANGE IN CASH 150 (68) (133)
CASH, BEGINNING OF YEAR 92 160 293
----------------------------------------------------
CASH, END OF YEAR $ 242 $ 92 $ 160
====================================================
</TABLE>
56
<PAGE>
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar Amounts in Thousands)
- - BUSINESS SEGMENT INFORMATION
The Company operates principally in two industries, banking and real estate
development and management. Through the Savings Bank, the Company offers
traditional banking products, such as checking, savings and certificates of
deposit, as well as mortgage, commercial and consumer loans. Through the
Affordable Housing Group, the Company is involved in various aspects of
developing, building, renting and managing affordable housing units.
Operating profit is total revenue less operating expenses. In computing
operating profit, income taxes have been deducted.
Identified assets are principally those used in each segment. Real estate
development and management activities conducted by the Company are not asset
intensive.
Presented below is condensed financial information relating to the Company's
business segments:
<TABLE>
<CAPTION>
JUNE 30 1998 1997 1996
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenue
Banking $ 19,443 $ 22,958 $ 25,190
Real estate development and management 774 1,181 4,519
--------------------------------------------------
$ 20,217 $ 24,139 $ 29,709
==================================================
Operating Profit
Banking $ (4,102) $ 682 $ 1,416
Real estate development and management (2,692) (569) 1,819
--------------------------------------------------
$ (6,794) $ 113 $ 3,235
==================================================
Identifiable Assets
Banking $ 187,326 $ 228,181 $ 250,466
Real estate development and management 9,720 11,820 11,750
--------------------------------------------------
$ 197,046 $ 240,001 $ 262,216
==================================================
Depreciation and Amortization
Banking $ 430 $ 354 $ 282
Real estate development and management 19 70 77
--------------------------------------------------
$ 449 $ 424 $ 359
==================================================
Capital Expenditures
Banking $ 103 $ 1,106 $ 1,569
Real estate development and management 8 127 809
--------------------------------------------------
$ 111 $ 1,233 $ 2,378
==================================================
</TABLE>
57
<PAGE>
CORPORATE INFORMATION
FIDELITY FEDERAL BANCORP AND SUBSIDIARIES
TOLL-FREE SHAREHOLDER
INQUIRIES: 1-800-280-8280
If you have inquiries or questions regarding your Fidelity Federal Bancorp
Shareholder account, call shareholder relations at 1-800-280-8280 or
812-469-2100 ext. 16.
STOCK TRANSFERS, DIVIDEND PAYMENTS
DIVIDEND REINVESTMENT
Fidelity Federal Bancorp
Attn: Shareholder Relations
700 S. Green River Road, Suite 2000
PO Box 5584
Evansville, IN 47716-5584
Fidelity Federal Bancorp offers its Common shareholders a no-cost way in which
to reinvest cash dividends. For additional information about this plan, contact
us at the above address or phone number.
FINANCIAL INFORMATION
If you are seeking financial information, contact:
Donald R. Neel, Executive Vice President,
CFO, and Treasurer
Fidelity Federal Bancorp
700 S. Green River Road, Suite 2000
PO Box 5584
Evansville, IN 47716-5584
812-469-2100 ext. 14
All other requests, including requests for the Annual Report, Form 10-K, Form
10-Q, etc. should be directed to:
Shareholder Relations
Fidelity Federal Bancorp
700 S. Green River Road, Suite 2000
PO Box 5584
Evansville, IN 47716-5584
812-469-2100 ext. 16
INTERNET
Information on Fidelity Federal Bancorp is available on the Internet at:
http://WWW.UFB-FFED.COM
COMMON STOCK INFORMATION
NASDAQ National Market System
Ticker Symbol: FFED
MARKET MAKERS
Natcity Investments, Inc.
Howe Barnes Investments, Inc.
Knight Securities L.P.
PRODUCTS AND SERVICES
For specific information on products and services offered by the Company's
banking subsidiary, United Fidelity Bank, fsb, call 1-800-280-8280 or (812)
424-0921. For specific information on any of the Village Housing affordable
housing developments, contact Village Management Corporation
(812) 469-2100, ext. 20
CORPORATE HEADQUARTERS
Fidelity Federal Bancorp
700 S. Green River Road, Suite 2000
PO Box 5584
Evansville, IN 47716-5584
1-800-280-8280
812-469-2100
ANNUAL MEETING
Monday, November 30, 1998
9:00 am (Central Time)
United Fidelity Bank, fsb, downtown
18 NW Fourth Street, 2nd floor
Evansville, Indiana
58
<PAGE>
CORPORATE INFORMATION
BOARD OF DIRECTORS
CURT J. ANGERMEIER
Attorney
Director, United Fidelity Bank, fsb
Director, Village Securities Corporation
WILLIAM R. BAUGH
Chairman Emeritus, Fidelity Federal Bancorp
Director, United Fidelity Bank, fsb
Retired President, United Fidelity Bank, fsb
BRUCE A. CORDINGLEY
Director, United Fidelity Bank, fsb
Director, The Village Companies
President, Pedcor Investments
Director, International City Bank, N.A. (Long Beach, CA)
JACK CUNNINGHAM
Chairman, Director and Secretary, United Fidelity Bank, fsb
Chairman and Secretary, Fidelity Federal Bancorp
Director and Officer, The Village Companies
Port of Evansville Wharfmaster
M. BRIAN DAVIS
President and Chief Executive Officer, Fidelity Federal Bancorp
President, Chief Executive Officer and Director, United Fidelity Bank, fsb
Director and Officer, The Village Companies
President, Southern Investment Corporation
ROBERT F. DOERTER
Director, United Fidelity Bank, fsb
Retired President, United Fidelity Bank, fsb
DONALD R. NEEL, CPA
Executive Vice President, Chief Financial Officer and Treasurer, Fidelity
Federal Bancorp
Executive Vice President, Chief Operating Officer and Director, United Fidelity
Bank, fsb
Director and Officer, The Village Companies
BARRY A. SCHNAKENBURG
President, U.S. Industries Group, Inc.
President, Barry Inc.
Director, United Fidelity Bank, fsb
Director, Village Capital Corporation
59
<PAGE>
CORPORATE INFORMATION
FIDELITY FEDERAL BANCORP
OFFICERS
JACK CUNNINGHAM
Chairman and Secretary
M. BRIAN DAVIS
Vice Chairman, President
and Chief Executive Officer
DONALD R. NEEL, CPA
Executive Vice President,
Chief Financial Officer and Treasurer
KEITH E. ROUNDER
Vice President, Corporate Counsel
MARK A. ISAAC
Vice President, Controller
WILLIAM M. MCCUTCHAN
Vice President, Loan Review
NANCY K. SWEAZEY
Assistant Vice President, Human Resources
SHANON L. DELONG
Internal Auditor
DEBBIE M. FRITZ
Assistant Vice President,
Shareholder Relations Officer
UNITED FIDELITY BANK, FSB
OFFICERS
JACK CUNNINGHAM
Chairman and Secretary
M. BRIAN DAVIS
Vice Chairman, President and
Chief Executive Officer
DONALD R. NEEL, CPA
Executive Vice President,
Chief Operating Officer and Treasurer
TERRY G. JOHNSTON
Executive Vice President,
Senior Lending Officer
KIRBY W. KING
Senior Vice President, Retail Banking
MARK A. ISAAC
Vice President, Chief Financial Officer
ROGER C. BAUGH
Vice President, Special Services
KAREN F. CARTER
Vice President, Commerical Lending
DALE HOLT
Vice President, Consumer Loans
SCOTT E. KLUEH
Vice President, Loan Originations
DAVID K. OGG
Vice President, Mortgage Lending
ANTHONY W. FREELS
Assistant Vice President, Loan Servicing
DANIEL R. GARNESS
Assistant Vice President, Loan Administrator
BARBARA A. LUCKETT
Assistant Vice President, Branch Manager
KIMBERLY J. LUDWIG
Assistant Vice President, Consumer Loans
DIANE T. TABOR
Assistant Vice President, Assistant Controller
CHRISTOPHER A. VITON
Assistant Vice President, Consumer Loans
CHERYL L. WOLF
Assistant Vice President, Deposit Servicing
BEVERLY A. WINTERNHEIMER
Assistant Vice President, Branch Manager
60
<PAGE>
CORPORATE INFORMATION
VILLAGE CAPITAL CORPORATION
OFFICERS
JACK CUNNINGHAM
Chairman
M. BRIAN DAVIS
President and Chief Executive Officer
DONALD R. NEEL, CPA
Executive Vice President and Treasurer
BRADLEY E. PARKER
Senior Vice President
MARK A. ISAAC
Secretary
VILLAGE SECURITIES CORPORATION
OFFICERS
JACK CUNNINGHAM
Chairman
M. BRIAN DAVIS
President and Chief Executive Officer
DONALD R. NEEL, CPA
Senior Vice President and Treasurer
MARK A. ISAAC
Secretary
VILLAGE INSURANCE CORPORATION
OFFICERS
M. BRIAN DAVIS
Chairman, President and
Chief Executive Officer
BARRY A. SCHNAKENBURG
Executive Vice President
CURT ANGERMEIER
Senior Vice President
ROGER C. BAUGH
Vice President
DONALD R. NEEL, CPA
Treasurer
MARK A. ISAAC
Secretary
VILLAGE HOUSING CORPORATION
OFFICERS
JACK CUNNINGHAM
Chairman
M. BRIAN DAVIS
President and Chief Executive Officer
DONALD R. NEEL, CPA
Senior Vice President and Treasurer
BRADLEY E. PARKER
Senior Vice President
TIMOTHY J. WAGNER
Vice President and Controller
MARK A. ISAAC
Secretary
61
<PAGE>
CORPORATE INFORMATION
VILLAGE MANAGEMENT CORPORATION
OFFICERS
M. BRIAN DAVIS
Chairman, President and
Chief Executive Officer
JACK CUNNINGHAM
Vice Chairman
MORGAN B. FULTON
Senior Vice President, Area Manager
JULIEANNE NONTE
Senior Vice President, Area Manager
DONALD J. FUCHS, ESQ
Vice President (Village Title Co.)
HELEN L. DYE
Assistant Vice President, Collections
HOWARD G. FINK
Assistant Vice President, Collections
JOHN A. STEWART
Assistant Vice President
DONALD R. NEEL, CPA
Treasurer
MARK A. ISAAC
Secretary
VILLAGE COMMUNITY DEVELOPMENT CORPORATION
OFFICERS
JACK CUNNINGHAM
Chairman and Executive Vice President
M. BRIAN DAVIS
President and Chief Executive Officer
DONALD R. NEEL, CPA
Senior Vice President and Treasurer
BRADLEY E. PARKER
Senior Vice President
MARK A. ISAAC
Secretary
VILLAGE AFFORDABLE HOUSING CORPORATION
OFFICERS
JACK CUNNINGHAM
Chairman and Secretary
M. BRIAN DAVIS
Vice Chairman and President
DONALD R. NEEL
Treasurer
62
EXHIBIT 21 SUBSIDIARIES OF FIDELITY FEDERAL BANCORP
NAME JURISDICTION OF INCORPORATION
- ---- -----------------------------
Fidelity Federal Bancorp:
United Fidelity Bank, fsb Indiana
Village Securities Corporation Indiana
Village Affordable Housing Corporation Indiana
Also included are the subsidiaries of United Fidelity Bank, fsb:
Village Insurance Corporation Indiana
Village Housing Corporation Indiana
Village Community Development Corporation Indiana
Village Management Corporation Indiana
Village Capital Corporation Indiana
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from Fidelity
Federal Bancorp Consolidated Balance Sheet as of June 30, 1998 and the
Consolidated Income Statement for the twelve months ended June 30, 1998 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<CASH> 1,683
<INT-BEARING-DEPOSITS> 6,266
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 9,854
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 159,732
<ALLOWANCE> 3,049
<TOTAL-ASSETS> 197,046
<DEPOSITS> 148,939
<SHORT-TERM> 2,531
<LIABILITIES-OTHER> 8,573
<LONG-TERM> 29,488
0
0
<COMMON> 3,127
<OTHER-SE> 4,388
<TOTAL-LIABILITIES-AND-EQUITY> 197,046
<INTEREST-LOAN> 15,872
<INTEREST-INVEST> 674
<INTEREST-OTHER> 646
<INTEREST-TOTAL> 17,192
<INTEREST-DEPOSIT> 8,785
<INTEREST-EXPENSE> 11,586
<INTEREST-INCOME-NET> 5,606
<LOAN-LOSSES> 4,543
<SECURITIES-GAINS> 79
<EXPENSE-OTHER> 16,076
<INCOME-PRETAX> (11,988)
<INCOME-PRE-EXTRAORDINARY> (11,988)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,794)
<EPS-PRIMARY> (2.30)
<EPS-DILUTED> (2.30)
<YIELD-ACTUAL> 2.79
<LOANS-NON> 461
<LOANS-PAST> 112
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,781
<CHARGE-OFFS> 3,299
<RECOVERIES> 24
<ALLOWANCE-CLOSE> 3,049
<ALLOWANCE-DOMESTIC> 3,049
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
