þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
Georgia | 58-1416811 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
3490 Piedmont Road, Suite 1550, Atlanta GA | 30305 | |
(Address of principal executive offices) | (Zip Code) |
Class | Shares Outstanding at October 31, 2007 | |
Common Stock, no par value | 9,356,690 |
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
(Unaudited)
September 30,
December 31,
(Dollars in thousands)
2007
2006
$
23,749
$
32,075
627
584
4,501
26,316
28,877
58,975
108,368
108,796
29,907
33,182
4,765
4,834
47,611
58,268
1,377,286
1,330,756
(14,886
)
(13,944
)
1,362,400
1,316,812
18,853
18,803
4,955
9,566
9,312
26,445
25,694
19,866
14,503
$
1,661,613
$
1,649,179
$
125,827
$
154,392
310,367
286,620
215,453
182,390
298,956
276,536
433,009
486,603
1,383,612
1,386,541
6,000
20,000
55,861
52,061
67,527
46,908
37,000
37,000
6,642
7,042
5,701
4,980
1,562,343
1,554,532
45,770
44,815
134
(1,758
)
(1,590
)
55,124
51,422
99,270
94,647
$
1,661,613
$
1,649,179
Table of Contents
Nine Months Ended
Three Months Ended
September 30,
September 30,
(Dollars in thousands except per share data)
2007
2006
2007
2006
$
79,069
$
63,855
$
27,203
$
23,669
5,472
6,015
1,789
1,935
241
332
72
141
84,782
70,202
29,064
25,745
43,561
31,391
14,816
12,587
1,577
2,140
557
425
3,492
3,261
1,277
1,121
1,178
1,465
397
494
49,808
38,257
17,047
14,627
34,974
31,945
12,017
11,118
4,950
2,300
2,800
1,100
30,024
29,645
9,217
10,018
3,554
3,115
1,230
1,140
1,408
1,184
478
410
275
534
75
162
603
555
199
116
4,051
3,166
1,372
1,127
1,952
1,230
738
456
870
821
299
279
893
803
404
356
13,606
11,408
4,795
4,046
19,304
16,449
6,613
5,417
2,160
2,000
755
695
2,991
2,597
1,064
877
1,296
1,152
430
384
2,725
2,258
894
749
701
1,132
272
307
573
605
193
229
227
226
77
74
4,775
3,793
1,538
1,319
34,752
30,212
11,836
10,051
8,878
10,841
2,176
4,013
2,565
3,365
497
1,224
$
6,313
$
7,476
$
1,679
$
2,789
$
.68
$
.81
$
.18
$
.30
$
.68
$
.81
$
.18
$
.30
$
.27
$
.24
$
.09
$
.08
9,320,465
9,263,403
9,341,021
9,275,999
9,329,302
9,275,691
9,343,009
9,284,519
Table of Contents
Nine Months Ended
September 30,
(Dollars in thousands)
2007
2006
$
6,313
$
7,476
4,950
2,300
1,588
1,455
299
217
96
22
(15
)
199,002
148,064
844
376
(185,915
)
(160,976
)
(2,431
)
(1,724
)
(73
)
(112
)
(1,272
)
(478
)
(254
)
(1,430
)
(751
)
(713
)
(4,211
)
(2,274
)
(400
)
1,756
641
887
18,411
(5,154
)
(10,100
)
(4,746
)
(4,505
)
3,284
3,996
10,172
11,286
4,815
5,490
(56,079
)
(175,591
)
(185
)
(1,638
)
(3,150
)
(54,477
)
(162,474
)
28,245
48,574
(31,174
)
145,223
(10,200
)
(37,691
)
20,619
(2,515
)
(2,221
)
978
451
15
5,968
154,336
(30,098
)
(13,292
)
58,975
65,356
$
28,877
$
52,064
$
50,208
$
36,501
$
4,631
$
3,627
$
5,540
$
264
Table of Contents
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Table of Contents
Weighted
Weighted
Average
Number
Average
Remaining
Aggregate
of share
Exercise
Contractual
Intrinsic
options
Price
Terms
Value
51,405
$
14.30
142,500
18.70
15,000
10.75
178,905
$
18.10
3.6 years
$
(567,562
)
15,762
$
13.91
3.4 years
$
16,035
Table of Contents
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Nine Months Ended
Year Ended
September 30,
December 31,
2007
2006
2006
$
13,944
$
12,643
$
12,643
1
1
67
67
1,412
63
3
5
3,555
2,417
3,616
5,030
2,488
3,689
255
418
505
142
145
40
78
5
7
649
528
733
1,022
1,093
1,390
4,008
1,395
2,299
4,950
2,300
3,600
$
14,886
$
13,548
$
13,944
.39
%
.16
%
.19
%
1.08
%
1.06
%
1.05
%
Table of Contents
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September 30,
December 31,
2007
2006
$
107,523
$
107,992
10,167
14,969
181,076
163,275
298,766
286,236
283,291
306,078
96,558
91,652
698,671
646,790
1,377,286
1,330,756
14,886
13,944
$
1,362,400
$
1,316,812
$
1,377,286
$
1,330,756
217
321
32,000
43,000
15,394
14,947
47,611
58,268
$
1,424,897
$
1,389,024
September 30,
December 31,
2007
2006
$
7,023
$
4,587
1,858
937
4,955
$
13,836
$
5,524
$
$
$
14,886
$
13,944
%
%
.97
%
.40
%
1.08
%
1.05
%
1.68
x
2.52
x
Table of Contents
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Trust
Subordinated
Preferred
Issued
(1)
Par
Debt
(2)
Interest Rate
March 8, 2000
$
10,500
$
10,825
Fixed @ 10.875%
July 19, 2000
10,000
10,309
Fixed @ 11.045%
June 26, 2003
15,000
15,464
Variable @ 8.300
(3)
March 17, 2005
10,000
10,310
Variable @ 7.584%
(4)
August 20, 2007
20,000
20,619
Fixed @ 6.620
(5)
$
65,500
$
67,527
1.
Each trust preferred security has a final maturity thirty years from the date of issuance.
2.
Includes investments in the common stock of these entities.
3.
Reprices quarterly at a rate 310 basis points over three month LIBOR and is subject to
refinancing or repayment at par in June 2008 with regulatory approval.
4.
Reprices quarterly at a rate 189 basis points over three month LIBOR.
5.
Five year fixed rate, and then reprices quarterly at a rate 140 basis points over three month
LIBOR.
Table of Contents
FRB
Minimum
Capital
September 30,
December 31,
Capital Ratios:
Ratio
2007
2006
4.00
%
8.09
%
8.07
%
4.00
8.63
8.54
8.00
11.71
10.37
Table of Contents
FDIC
Regulations
Well
September 30,
December 31,
Capital Ratios:
Capitalized
2007
2006
5.00
%
8.09
%
7.98
%
6.00
8.62
8.44
10.00
10.26
10.05
Table of Contents
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Amended and Restated Articles of Incorporation of Fidelity Southern
Corporation (incorporated by reference from Exhibit 3(f) to Fidelity Southern
Corporations Annual Report on Form 10-K for the year ended December 31, 2003).
By-Laws of Fidelity Southern Corporation, as amended.
See exhibits 3(a) and 3(b) for provisions of the Amended and Restated
Articles of Incorporation and By-Laws, as amended, which define the rights of
shareholders.
Certification of Chief Executive Officer pursuant to Securities Exchange
Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Securities Exchange
Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Table of Contents
FIDELITY SOUTHERN CORPORATION
(Registrant)
BY:
/s/
James B. Miller, Jr.
Chief Executive Officer
BY:
/s/
B. Rodrick Marlow
B. Rodrick Marlow
Chief Financial Officer
1. | Calling meeting to order. | ||
2. | Proof of notice of meeting. | ||
3. | Reading of minutes of last previous annual meeting. | ||
4. | Reports of officers. | ||
5. | Reports of committees. | ||
6. | Election of directors. | ||
7. | Miscellaneous business. |
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3
4
5
6
7
8
9
10
1. | I have reviewed this Quarterly Report on Form 10-Q of Fidelity Southern Corporation; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: |
(a) | Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any significant change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: November 8, 2007
|
||||
/s/ James B. Miller, Jr. | ||||
James B. Miller, Jr. | ||||
Chief Executive Officer
Fidelity Southern Corporation |
||||
1. | I have reviewed this Quarterly Report on Form 10-Q of Fidelity Southern Corporation; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: |
(a) | Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any significant change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: November 8, 2007
|
||||
/s/ B. Rodrick Marlow | ||||
B. Rodrick Marlow | ||||
Chief Financial Officer
Fidelity Southern Corporation |
||||
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. |
Date: November 8, 2007 | /s/ James B. Miller, Jr. | |||
Name: | James B. Miller, Jr. | |||
Title: |
Chief Executive Officer
Fidelity Southern Corporation |
|||
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. |
Date: November 8, 2007 | /s/ B. Rodrick Marlow | |||
Name: | B. Rodrick Marlow | |||
Title: |
Chief Financial Officer
Fidelity Southern Corporation |
|||