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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
Commission File Number 000-22374
Fidelity Southern Corporation
(Exact name of registrant as specified in its charter)
     
Georgia   58-1416811
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
 
3490 Piedmont Road, Suite 1550   30305
Atlanta, Georgia   (Zip Code)
(Address of principal executive offices)    
Registrant’s telephone number, including area code: (404) 240-1504
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, without stated par value
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
     Indicate by check mark 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 definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer o   Smaller reporting company þ
        (Do not check if a smaller reporting company)    
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
     The aggregate market value of the common equity held by non-affiliates of the registrant (assuming for these purposes, but without conceding, that all executive officers and directors are “affiliates” of the registrant) as of June 30, 2009 (based on the average bid and ask price of the Common Stock as quoted on the NASDAQ National Market System on June 30, 2009), was $19,982,579.
     At March 4, 2010, there were 10,266,864 shares of Common Stock outstanding, without stated par value.
DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the registrant’s Annual Report to Shareholders for fiscal year ended December 31, 2009, are incorporated by reference into Part II. Portions of the registrant’s definitive Proxy Statement for the 2010 Annual Meeting of Shareholders are incorporated by reference into Part III.
 
 

 


 

TABLE OF CONTENTS
         
        Pages
       
   
 
   
Item 1.     3
Item 1A.     13
Item 1B.     19
Item 2.     19
Item 3.     19
Item 4.     19
   
 
   
       
   
 
   
Item 5.     19
Item 6.     21
Item 7.     23
Item 7A.     49
Item 8.     50
Item 9.     87
Item 9A.     87
Item 9B.     89
   
 
   
       
   
 
   
Item 10.     89
Item 11.     89
Item 12.     89
Item 13.     89
Item 14.     89
   
 
   
       
   
 
   
Item 15.     89
 EX-21
 EX-23
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2
 EX-99.1
 EX-99.2

 


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PART I
Item 1.   Business
General
          Fidelity Southern Corporation (“FSC” or “Fidelity”) is a bank holding company headquartered in Atlanta, Georgia. We conduct operations primarily though Fidelity Bank, a state chartered wholly-owned subsidiary bank (the “Bank”). The Bank was organized as a national banking corporation in 1973 and converted to a Georgia chartered state bank in 2003. LionMark Insurance Company (“LIC”) is a wholly-owned subsidiary of FSC and is an insurance agency offering consumer credit related insurance products. FSC also owns five subsidiaries established to issue trust preferred securities. The “Company”, “we” or “our”, as used herein, includes FSC and its subsidiaries, unless the context otherwise requires.
          At December 31, 2009, we had total assets of $1.852 billion, total loans of $1.421 billion, total deposits of $1.551 billion, and shareholders’ equity of $129.7 million.
Forward-Looking Statements
          This report on Form 10-K may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that reflect our current expectations relating to present or future trends or factors generally affecting the banking industry and specifically affecting our operations, markets and services. Without limiting the foregoing, the words “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon assumptions we believe are reasonable and may relate to, among other things, the difficult economic conditions and the economy’s impact on operating results, credit quality, liquidity, capital, the adequacy of the allowance for loan losses, changes in interest rates, and litigation results. These forward-looking statements are subject to risks and uncertainties. Actual results could differ materially from those projected for many reasons, including without limitation, changing events and trends that have influenced our assumptions.
          These trends and events include (1) the continued decline in real estate values in the Atlanta, Georgia, metropolitan area and in eastern and northern Florida markets; (2) general business and economic conditions; (3) conditions in the financial markets and economic conditions generally and the impact of recent efforts to address difficult market and economic conditions; (4) our liquidity and sources of liquidity; (5) the terms of the U.S. Treasury Department’s (the “Treasury”) equity investment in us, and the resulting limitations on executive compensation imposed through our participation in the TARP Capital Purchase Program; (6) a stagnant economy and its impact on operations and credit quality; (7) uncertainty with respect to future governmental economic and regulatory measures, including the ability of the Treasury to unilaterally amend any provision of the purchase agreement we entered into as part of the TARP Capital Purchase Program, the winding down of governmental emergency measures intended to stabilize the financial system, and numerous legislative proposals to further regulate the financial services industry; (8) unique risks associated with our construction and land development loans; (9) our ability to raise capital; (10) the impact of a recession on our consumer loan portfolio and its potential impact on our commercial portfolio; (11) economic conditions in Atlanta, Georgia; (12) our ability to maintain and service relationships with automobile dealers and indirect automobile loan purchasers and our ability to profitably manage changes in our indirect automobile lending operations; (13) the accuracy and completeness of information from customers and our counterparties; (14) changes in the interest rate environment and their impact on our net interest margin; (15) difficulties in maintaining quality loan growth; (16) less favorable than anticipated changes in the national and local business environment, particularly in regard to the housing market in general and residential construction and new home sales in particular; (17) the impact of and adverse changes in the governmental regulatory requirements affecting us; (18) the effectiveness of our controls and procedures; (19) our ability to attract and retain skilled people; (20) greater competitive pressures among financial institutions in our market; (21) changes in political, legislative and economic conditions; (22) inflation; (23) greater loan losses than historic levels and an insufficient allowance for loan losses; (24) failure to achieve the revenue increases expected to result from our investments in our growth strategies, including our branch additions and in our transaction deposit and lending businesses; (25) the volatility and limited trading of our common stock; and (26) the impact of dilution on our common stock.
          This list is intended to identify some of the principal factors that could cause actual results to differ materially from those described in the forward-looking statements included herein and are not intended to represent a complete list of all risks and uncertainties in our business. Investors are encouraged to read the risks discussed under “Item 1A. — Risk Factors.”
Market Area, Products and Services
          The Bank provides an array of financial products and services for business and retail customers primarily through 23 branches in Fulton, Dekalb, Cobb, Clayton, Gwinnett, Rockdale, Coweta, and Barrow Counties in Georgia, a branch in Jacksonville, Duval County, Florida, and on the Internet at www.lionbank.com. The Bank’s customers are primarily individuals and small and medium sized businesses located in Georgia. Mortgage and construction loans are also provided through a branch in Jacksonville, Florida.

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Mortgage loans, automobile loans, and Small Business Administration (“SBA”) loans are provided through employees located throughout the Southeast.
          The Bank is primarily engaged in attracting deposits from individuals and businesses and using these deposits and borrowed funds to originate commercial loans, commercial loans secured by real estate, SBA loans, construction and residential real estate loans, direct and indirect automobile loans, residential mortgage and home equity loans, and secured and unsecured installment loans. Internet banking, including on-line bill pay, and Internet cash management services are available to individuals and businesses, respectively. Additionally, the Bank offers businesses remote deposit services, which allow participating companies to scan and electronically send deposits to the Bank for improved security and funds availability. The Bank also provides international trade services. Trust services and merchant services activities are provided through agreements with third parties. Investment services are provided through an agreement with an independent broker-dealer.
          We have grown our assets, deposits, and business internally by building on our lending products, expanding our deposit products and delivery capabilities, opening new branches, and hiring experienced bankers with existing customer relationships in our market. We do not purchase loan participations from any other financial institution.
Deposits
          The Bank offers a full range of depository accounts and services to both individuals and businesses. As of December 31, 2009, deposits totaled $1.551 billion, consisting of:
                 
    December 31, 2009  
    Amount     %  
    (Dollars in millions)  
Noninterest-bearing demand deposits
  $ 158       10.2 %
Interest-bearing demand deposits and money market accounts
    252       16.2  
Savings deposits
    441       28.4  
Time deposits ($100,000 or more)
    257       16.6  
Other time deposits
    344       22.2  
Brokered time deposits
    99       6.4  
 
           
Total
  $ 1,551       100.0 %
 
           
          During 2009, the Bank continued a marketing program to increase the number and volume of our personal and business demand deposit accounts with the goals of building relationships with existing customers, adding new customers, increasing transaction accounts, and helping manage our cost of funds. We believe the marketing program has been a contributing factor to the growth in the Bank’s core deposits in 2009. Based on the success of this program, the Bank intends to continue this marketing program during 2010.
Lending
          The Bank’s primary lending activities include commercial loans to small and medium sized businesses, SBA sponsored loans, consumer loans (primarily indirect automobile loans), construction loans, and residential real estate loans. Commercial lending consists of the extension of credit for business purposes, primarily in the Atlanta metropolitan area. SBA loans, originated in the Atlanta metropolitan area and throughout the Southeast, are primarily made through the Bank’s SBA loan production office located in Covington, Georgia. Indirect loans are originated in Georgia, Florida, North Carolina, South Carolina, Alabama, and Tennessee. The Bank offers direct installment loans to consumers on both a secured and unsecured basis. Secured construction loans to homebuilders and developers and residential mortgages are primarily made in the Atlanta, Georgia, and Jacksonville, Florida, metropolitan areas. The loans are generally secured by first real estate mortgages.
          As of December 31, 2009, the Bank had total loans outstanding, including loans held-for-sale, consisting of:
                         
            Held-for-        
    Total Loans     Sale     Loans  
            (in millions)          
Commercial, financial and agricultural
  $ 119     $     $ 119  
Real estate — mortgage—commercial
    307       20       287  
Real estate — construction
    155             155  
Real estate — mortgage—residential
    212       81       131  
Consumer installment loans
    628       30       598  
 
                 
Total
  $ 1,421     $ 131     $ 1,290  
 
                 

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          The loan categories in the above schedule are based on certain regulatory definitions and classifications. Certain of the following discussions are in part based on the Bank defined loan portfolios and may not conform to the above classifications.
Commercial and Industrial Lending
          The Bank originates commercial and industrial loans, which include certain SBA loans which include partially guaranteed loans and other credit enhanced loans that are generally secured by business property such as inventory, equipment and accounts receivable. All commercial loans are evaluated for the adequacy of repayment sources at the time of approval and are regularly reviewed for any deterioration in the ability of the borrower to repay the loan. In most instances, collateral is required to provide an additional source of repayment in the event of default by the borrower. The amount and type of the collateral vary from loan to loan depending on the purpose of the loan, the financial strength of the borrower, and the amount and terms of the loan.
Commercial Real Estate Lending
          The Bank engages in commercial real estate lending through direct originations. The Bank does not purchase loan participations from other banks. The Bank’s primary focus is on originating owner-occupied loans to finance real estate out of which an individual or company will operate their business. Non-owner occupied real estate loans for investment purposes are made on a selective basis and only where the borrowers or guarantors add substantial support to their credit. Loans where the sole source of repayment is derived from the project, or where the absence of the project’s success would call into question the ability of the borrower to service the debt, are avoided. The Bank’s commercial real estate loans are made to individuals and to small and medium sized businesses to provide diversification, to generate assets that are sensitive to fluctuations in interest rates, and to generate deposit and other relationships. Commercial real estate loans are generally prime-based floating-rate loans or shorter-term (one to five year) fixed-rate loans. Approximately 50% of our commercial loans are owner occupied real estate loans. At December 31, 2009, there was only one loan in the amount of $3 million for a retail shopping center. The remaining non-owner occupied loans were made to established commercial customers for purposes other than retail development.
          The Bank has a growing portfolio of SBA loans and SBA loans held-for-sale as a result of increased SBA loan production. These loans are primarily commercial real estate related, with a portion of each loan guaranteed by the SBA or with other credit enhancements provided by the government. The American Recovery and Reinvestment Act appropriated $375 million to temporarily reduce fees and increase guarantees for loans made through the SBA’s lending programs. In December of 2009, Congress appropriated an additional $125 million to extend the incentives. Default guarantees were raised from 75% — 85% to 90%.
Indirect Automobile Lending
          The Bank purchases, on a nonrecourse basis, consumer installment contracts secured by new and used vehicles purchased by consumers from franchised motor vehicle dealers and selected independent dealers located throughout the Southeast. A portion of the indirect automobile loans the Bank originates is generally sold with servicing retained. At December 31, 2009, we were servicing $201 million in loans we had sold, primarily to other financial institutions.
          During 2009, the Bank produced $281 million of indirect automobile loans, while profitably selling $57 million to third parties with servicing retained. The balances in indirect automobile loans held-for-sale fluctuate from month to month as pools of loans are developed for sale and due to normal monthly principal payments.
Consumer Lending
          The Bank’s consumer lending activity primarily consists of indirect automobile lending. The Bank also makes direct consumer loans (including direct automobile loans), residential mortgage and home equity loans, and secured and unsecured personal loans.
Real Estate Construction Lending
          The Bank originates real estate construction loans that consist primarily of one-to-four family residential construction loans made to builders. Loan disbursements are closely monitored by management to ensure that funds are being used strictly for the purposes agreed upon in the loan covenants. The Bank employs both internal staff and external inspectors to ensure that requests for loan disbursements are substantiated by regular inspections and reviews. Construction and development loans are similar to all residential loans in that borrowers are underwritten according to their adequacy of repayment sources at the time of approval. Unlike conventional residential lending, however, signs of deterioration in a construction loan or development loan customer’s ability to repay the loan are measured throughout the life of the loan and not only at origination or when the loan becomes past due. In most instances, loan amounts are limited to 80% of the appraised value upon completion of the construction project. The Bank originates real estate construction loans in our branch offices located throughout Atlanta, Georgia, and from our Jacksonville, Florida branch.

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Real Estate Mortgage Lending
          The Bank’s residential mortgage loan business focuses on one-to-four family properties. We offer Federal Housing Authority (“FHA”), Veterans Administration (“VA”), and conventional and non-conforming residential mortgage loans. The Bank operates our residential mortgage banking business from four locations in the Atlanta metropolitan area and one location in Jacksonville, Florida. The Bank is an approved originator and servicer for the Federal Home Loan Mortgage Corporation (“FHLMC”) and the Federal National Mortgage Association (“FNMA”), and is an approved originator for loans insured by the Department of Housing and Urban Development (“HUD”).
          The balances of mortgage loans held-for-sale fluctuate due to economic conditions, interest rates, the level of real estate activity, the amount of mortgage loans retained by the Bank, and seasonal factors. During 2009, we originated approximately $846 million in loans, while selling $766 million to third parties.
          In January 2009, we hired 58 new employees in a major expansion of our mortgage division in Atlanta and continued to hire new employees throughout 2009. At December 31, 2009, we employed 110 full time equivalent employees including 59 loan originators. The Bank primarily sells originated residential mortgage loans and brokered loans to investors. Management expects mortgage banking division activity for 2010 to be comparable to 2009.
Brokerage Services
          The Bank offers a full array of brokerage products through an agreement with an independent full service broker-dealer.
International Trade Services
          The Bank provides services to individuals and business clients to meet their international business requirements. Letters of credit, foreign currency drafts, foreign and documentary collections, export finance, and international wire transfers represent some of the services provided.
Investment Securities
          At December 31, 2009, we owned investment securities totaling $163 million. Management’s conservative investment philosophy attempts to limit risk in the portfolio, which results in less yield through less risky investments than would otherwise be available if we were more aggressive in our investment philosophy. Investment securities include debt securities issued by agencies of the U.S. Government, mortgage backed securities issued by U.S. Government agencies, bank qualified municipal bonds, and FHLB stock. During 2007, 2008 and 2009, the Bank did not invest in any preferred stock of Fannie Mae or Freddie Mac, trust preferred obligations, collateralized mortgage obligations (“CMO’s”), auction rate securities (“ARS”), or collateralized debt obligations (“CDO’s”).
Significant Operating Policies
Lending Policy
          The Board of Directors of the Bank has delegated lending authority to our management, which in turn delegates lending authority to our loan officers, each of whom is limited as to the amount of secured and unsecured loans he or she can make to a single borrower or related group of borrowers. As our lending relationships are important to our success, the Board of Directors of our Bank has established review committees and written guidelines for lending activities. In particular, the Officers’ Credit Committee reviews lending relationships with aggregate relationship exposure exceeding $250,000. In addition, the Officers’ Credit Committee approves all credit for commercial loan relationships up to $5 million and for residential construction loan relationships up to $10 million. The Loan and Discount Committee must approve all credit for commercial loan relationships exceeding $5 million and all residential construction loan relationships exceeding $10 million. The Bank’s policy on calculating total exposure to an entity or individual, or related group of entities or individuals is more broad than that required under law and calls for the combining of all debt to all related entities regardless of the presence of independent sources of repayment or other conditions that might otherwise allow a portion of debt to be excluded.
          The Bank’s written guidelines for lending activities require, among other things, that:
    secured loans be made to persons and companies who maintain depository relationships with the Bank and who are well-established and have adequate net worth, collateral, and cash flow to support the loan;
 
    unsecured loans be made to persons who maintain depository relationships with the Bank and have significant financial strength;
 
    real estate loans be secured by real property located primarily in Georgia or primarily in the Southeast for SBA loans;

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    working capital loans be repaid out of conversion of assets or earnings of the commercial borrower and that such loans generally be secured by the assets of the commercial borrower; and
 
    loan renewal requests be reviewed in the same manner as an application for a new loan.
          Residential construction loans are made through the use of officer guidance lines, which are approved, when appropriate, by the Bank’s Officers’ Credit Committee or the Loan and Discount Committee. These guidance lines are approved for established builders and developers with track records and adequate financial strength to support the credit being requested. Loans may be for speculative starts or for pre-sold residential property to specific purchasers.
Loan Review and Nonperforming Assets
          The Bank’s Credit Review Department reviews the Bank’s loan portfolios to identify potential deficiencies and recommends appropriate corrective actions. The Credit Review Department reviews more than 30% of the commercial and construction loan portfolios and reviews 10% of the consumer loans originated annually. In 2009 we reviewed more than 80% of the construction and commercial portfolios. The results of the reviews are presented to the Bank’s Loan and Discount Committee on a monthly basis.
          The Bank maintains an allowance for loan losses, which is established and maintained through provisions charged to operations. Such provisions are based on management’s evaluation of the loan portfolio, including loan portfolio concentrations, current economic conditions, the economic outlook, past loan loss experience, adequacy of underlying collateral, and such factors which, in management’s judgment, deserve consideration in estimating losses. Loans are charged off when, in the opinion of management, such loans are deemed to be uncollectible. Subsequent recoveries are added to the allowance.
Asset/Liability Management
          The Company’s Asset/Liability Committee (“ALCO”) manages on an overall basis the mix of and terms related to the Company’s assets and liabilities. ALCO attempts to manage asset growth, liquidity, and capital in order to reduce interest rate risk and maximize income. ALCO directs our overall acquisition and allocation of funds and reviews and sets rates on deposits, loans, and fees.
Investment Portfolio Policy
          The Company’s investment portfolio policy is designed to maximize income consistent with liquidity, risk tolerance, collateral needs, asset quality, regulatory constraints, and asset/liability objectives. The policy is reviewed at least annually by the Boards of Directors of FSC and the Bank. The Boards of Directors are provided information on a regular basis concerning significant purchases and sales of investment securities, including resulting gains or losses. They are also provided information related to average maturity, Federal taxable equivalent yield, and appreciation or depreciation by investment categories. The Board of Directors is responsible for the establishment, approval, implementation, and annual review of interest rate risk management strategies, comprehensive policies, procedures, and limits. Senior management is responsible for ensuring that board-approved strategies, policies, and procedures are appropriately executed through a robust interest rate risk measurement process and systems to assess exposures.
Supervision and Regulation
          The following is a brief summary of FSC’s and the Bank’s supervision and regulation as financial institutions and is not intended to be a complete discussion of all NASDAQ Stock Market, state or federal rules, statutes and regulations affecting their operations, or that apply generally to business corporations or NASDAQ listed companies. Changes in the rules, statutes and regulations applicable to FSC and the Bank can affect the operating environment in substantial and unpredictable ways.
General
          We are a registered bank holding company subject to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) under the Bank Holding Company Act of 1956, as amended (the “Act”). We are required to file annual and quarterly financial information with the Federal Reserve and are subject to periodic examination by the Federal Reserve.
          The Act requires every bank holding company to obtain the Federal Reserve’s prior approval before (1) it may acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank that it does not already control; (2) it or any of its non-bank subsidiaries may acquire all or substantially all of the assets of a bank; and (3) it may merge or consolidate with any other bank holding company. In addition, a bank holding company is generally prohibited from engaging in, or acquiring, direct or indirect control of the voting shares of any company engaged in non-banking activities. This prohibition does not apply to activities listed in the Act or found by the Federal Reserve, by order or regulation, to be closely related to banking or managing or controlling banks as to

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be a proper incident thereto. Some of the activities that the Federal Reserve has determined by regulation or order to be closely related to banking are:
    making or servicing loans and certain types of leases;
 
    performing certain data processing services;
 
    acting as fiduciary or investment or financial advisor;
 
    providing brokerage services;
 
    underwriting bank eligible securities;
 
    underwriting debt and equity securities on a limited basis through separately capitalized subsidiaries; and
 
    making investments in corporations or projects designed primarily to promote community welfare.
     Although the activities of bank holding companies have traditionally been limited to the business of banking and activities closely related or incidental to banking (as discussed above), the Gramm-Leach-Bliley Act (the “GLB Act”) relaxed the previous limitations and permitted bank holding companies to engage in a broader range of financial activities. Specifically, bank holding companies may elect to become financial holding companies, which may affiliate with securities firms, and insurance companies and engage in other activities that are financial in nature. Among the activities that are deemed “financial in nature” include:
    lending, exchanging, transferring, investing for others or safeguarding money or securities;
 
    insuring, guaranteeing, or indemnifying against loss, harm, damage, illness, disability, or death, or providing and issuing annuities, and acting as principal, agent, or broker with respect thereto;
 
    providing financial, investment, or economic advisory services, including advising an investment company;
 
    issuing or selling instruments representing interest in pools of assets permissible for a bank to hold directly; and
 
    underwriting, dealing in or making a market in securities.
          A bank holding company may become a financial holding company under this statute only if each of its subsidiary banks is well capitalized, is well managed and has at least a satisfactory rating under the Community Reinvestment Act. A bank holding company that falls out of compliance with such requirement may be required to cease engaging in certain activities. Any bank holding company that does not elect to become a financial holding company remains subject to the bank holding company restrictions of the Act. Fidelity has no current plans to register as a financial holding company.
          Fidelity must also register with the Georgia Department of Banking and Finance (“GDBF”) and file periodic information with the GDBF. As part of such registration, the GDBF requires information with respect to the financial condition, operations, management and intercompany relationships of Fidelity and the Bank and related matters. The GDBF may also require such other information as is necessary to keep itself informed as to whether the provisions of Georgia law and the regulations and orders issued there under by the GDBF have been complied with, and the GDBF may examine Fidelity and the Bank. The Florida Office of Financial Regulation (“FOFR”) does not examine or directly regulate out-of-state holding companies for banks with a branch located in the State of Florida.
          Fidelity is an “affiliate” of the Bank under the Federal Reserve Act, which imposes certain restrictions on (1) loans by the Bank to Fidelity, (2) investments in the stock or securities of Fidelity by the Bank, (3) the Bank’s taking the stock or securities of an “affiliate” as collateral for loans by the Bank to a borrower, and (4) the purchase of assets from Fidelity by the Bank. Further, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property or furnishing of services.
          The Bank is regularly examined by the Federal Deposit Insurance Corporation (the “FDIC”). As a state banking association organized under Georgia law, the Bank is subject to the supervision of, and is regularly examined by, the GDBF. The Bank’s Florida branch is subject to examination by the FOFR. Both the FDIC and GDBF must grant prior approval of any merger, consolidation or other corporation reorganization involving the Bank.
          In 2009, FSC and the Bank operated under memoranda of understanding (“MOU”) with the FRB, the GDBF and the FDIC. The MOU, which relate primarily to the Bank’s asset quality and loan loss reserves, require that FSC and the Bank submit plans and report to its regulators regarding its loan portfolio and profit plans, among other matters. The MOU also require that the Bank maintain its Tier 1 Leverage Capital ratio at not less than 8% and an overall well-capitalized position as defined in applicable FDIC rules and regulations during the life of the MOU. Additionally, the MOU require that, prior to declaring or paying any cash dividends, FSC and the Bank must obtain the prior written consent of its regulators. Management believes the Bank and the Company are in compliance with the MOU. However, the regulators have not made a determination as to whether FSC and the Bank are in full compliance with the MOU, and it is uncertain when the regulators may make such a determination or when FSC and the Bank will no longer be subject to the limitations imposed by the MOU.

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TARP Capital Purchase Program
          On October 14, 2008, the Treasury announced the Troubled Asset Relief Program (“TARP”) Capital Purchase Program (the “Program”). The Program was instituted by the Treasury pursuant to the Emergency Economic Stabilization Act of 2008 (“EESA”), which provides up to $700 billion to the Treasury to, among other things, take equity positions in financial institutions. The Program is intended to encourage U.S. Financial institutions to build capital and thereby increase the flow of financing to businesses and consumers.
          On December 19, 2008, as part of the Program, Fidelity entered into a Letter Agreement (“Letter Agreement”) and a Securities Purchase Agreement — Standard Terms with the Treasury, pursuant to which Fidelity agreed to issue and sell, and the Treasury agreed to purchase (1) 48,200 shares (the “Preferred Shares”) of Fidelity’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, having a liquidation preference of $1,000 per share, and (2) a ten-year warrant (the “Warrant”) to purchase up to 2,266,458 shares of the Company’s common stock at an exercise price of $3.19 per share, for an aggregate purchase price of $48.2 million in cash.
          In connection with Fidelity’s participation with the Program, Fidelity adopted the Treasury’s standards for executive compensation and corporate governance set forth in section 111 of EESA and any guidance or regulations adopted thereunder for the period during which the Treasury holds equity issued under the Program. To ensure compliance with these standards, within the time frame prescribed by the Program, Fidelity has entered into agreements with its senior executive officers who would be subject to the standards. The executive officers have agreed to, among other things, (1) “clawback” provisions relating to the repayment by the executive officers of incentive compensation based on materially inaccurate financial statement or performance metrics and (2) limitations on certain post-termination “parachute” payments. In addition, the Letter Agreement provides that the Treasury may unilaterally amend any provision of the Letter Agreement to the extent required to comply with any changes in applicable federal law.
          The Special Inspector General for the Troubled Asset Relief Program (“SIGTARP”), was established pursuant to Section 121 of EESA, and has the duty, among other things, to conduct, supervise, and coordinate audits and investigations of the purchase, management and sale of assets by the Treasury under TARP and the Program, including the shares of Preferred Shares purchased from Fidelity.
American Recovery and Reinvestment Act of 2009
          On February 17, 2009, the American Recovery and Reinvestment Act of 2009 (“ARRA”) was enacted, and the Department of Treasury implemented interim final rules under ARRA on June 15, 2009 (the “ARRA Regulations”). The ARRA, commonly known as the economic stimulus or economic recovery package, includes a wide variety of programs intended to stimulate the economy and provide for extensive infrastructure, energy, health, and education needs. In addition, ARRA imposes certain new executive compensation and corporate expenditure limits on all current and future TARP recipients, including Fidelity, until the institution has repaid the Treasury, which is now permitted under ARRA without penalty and without the need to raise new capital, subject to the Treasury’s consultation with the recipient’s appropriate regulatory agency. The executive compensation standards set forth in the ARRA and ARRA Regulations are more stringent than those currently in effect under the Program or those previously proposed by the Treasury. The new standards include (but are not limited to) (i) prohibitions on bonuses, retention awards and other incentive compensation to certain executive officers and other highly compensated employees, other than restricted stock grants which do not fully vest during the TARP period up to one-third of an employee’s total annual compensation, (ii) prohibitions on golden parachute (e.g., severance) payments for departure from a company, (iii) an expanded clawback of bonuses, retention awards, and incentive compensation if payment is based on materially inaccurate statements of earnings, revenues, gains or other criteria, (iv) prohibitions on compensation plans that encourage manipulation of reported earnings, (v) retroactive review of bonuses, retention awards and other compensation previously provided by TARP recipients if found by the Treasury to be inconsistent with the purposes of TARP or otherwise contrary to public interest, (vi) required establishment of a company-wide policy regarding “excessive or luxury expenditures”, and (vii) inclusion in a participant’s proxy statements for annual shareholder meetings of a nonbinding “say on pay” shareholder vote on the compensation of executives.
Temporary Liquidity Guarantee Program
          On November 21, 2008, the Board of Directors of the FDIC adopted a final rule relating to the Temporary Liquidity Guarantee Program (“TLG Program”). The TLG Program was announced by the FDIC on October 14, 2008, preceded by the determination of systemic risk by the Treasury, as an initiative to counter the system-wide crisis in the nation’s financial sector. Under the TLG Program the FDIC will (i) guarantee, through the earlier of maturity or June 30, 2012, certain newly issued senior unsecured debt issued by participating institutions and (ii) provide full FDIC deposit insurance coverage for noninterest-bearing transaction deposit accounts, Negotiable Order of Withdrawal accounts paying less than 0.5% interest per annum and Interest on Lawyers Trust Accounts held at participating FDIC-insured institutions through June 30, 2010. Coverage under the TLG Program was available for the first 30 days without charge. The fee assessment for coverage of senior unsecured debt ranges from 50 basis points to 100 basis points per annum, depending on the initial maturity of the debt. The fee assessment for deposit insurance coverage is 10 basis points per quarter on amounts in covered accounts exceeding $250,000. Fidelity elected to participate in both guarantee programs.

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FDIC Insurance Assessments
          The FDIC maintains the deposit insurance fund (“DIF”) by assessing depository institutions an insurance premium. The amount each institution is assessed is based upon statutory factors that include the balance of insured deposits as well as the degree of risk the institution poses to the DIF. The FDIC recently increased the amount of deposits it insures from $100,000 to $250,000. This increase is temporary and will continue through December 31, 2013. In 2009, the FDIC increased the amount assessed from financial institutions by increasing its risk-based deposit insurance assessment scale. The assessment scale for 2009 ranged from twelve basis points of assessable deposits for the strongest institutions to fifty basis points for the weakest. In 2009, the FDIC also approved a rule that required insured institutions to prepay their estimated quarterly risk-based assessments for the fourth quarter of 2009, and for all of 2010, 2011, and 2012. An insured institution’s risk-based deposit insurance assessments will continue to be calculated on a quarterly basis, but will be paid from the amount the institution prepaid until the later of the date that amount is exhausted or June 30, 2013, at which point any remaining funds would be returned to the insured institution.
Payment of Dividends
          FSC is a legal entity separate and distinct from the Bank. Most of the revenue we receive results from dividends paid to us by the Bank. There are statutory and regulatory requirements applicable to the payment of dividends by the Bank, as well as by us to our shareholders.
          Under the regulations of the GDBF, dividends may not be declared out of the retained earnings of a state bank without first obtaining the written permission of the GDBF, unless such bank meets all the following requirements:
  (a)   total classified assets as of the most recent examination of the bank do not exceed 80% of equity capital (as defined by regulation);
 
  (b)   the aggregate amount of dividends declared or anticipated to be declared in the calendar year does not exceed 50% of the net profits after taxes but before dividends for the previous calendar year; and
 
  (c)   the ratio of equity capital to adjusted assets is not less than 6%.
          The payment of dividends by Fidelity and the Bank may also be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. In addition, if, in the opinion of the applicable regulatory authority, a bank under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending upon the financial condition of the bank, could include the payment of dividends), such authority may require, after notice and hearing, that such bank cease and desist from such practice. The FDIC has issued a policy statement providing that insured banks should generally only pay dividends out of current operating earnings. In addition to the formal statutes and regulations, regulatory authorities consider the adequacy of the Bank’s total capital in relation to its assets, deposits and other such items. Capital adequacy considerations could further limit the availability of dividends to the Bank.
          The MOU requires FSC and the Bank obtain prior written consent of the FRB, the GDBF and the FDIC, respectively, before paying any dividends. For 2009, the Bank did not pay a cash dividend to FSC, and FSC did not pay a cash dividend to its common stockholders. In 2009, FSC did declare a quarterly stock dividend of one share for every 200 shares owned. The Board of Directors for both the Bank and FSC will review on a quarterly basis whether to declare and pay dividends for 2010, with the declared and paid dividend consistent with current regulatory limitations, earnings, capital requirements, and forecasts of future earnings.
          Pursuant to the terms of the Letter Agreement, the ability of Fidelity to declare or pay dividends or distributions of its common stock is subject to restrictions, including a restriction against increasing dividends from the last quarterly cash dividend per share ($0.01) declared on the common stock prior to December 19, 2008, as adjusted for subsequent stock dividends and other similar actions. In addition, as long as the Preferred Shares are outstanding, dividend payments are prohibited until all accrued and unpaid dividends are paid on such preferred stock, subject to certain limited exceptions. This restriction will terminate on the third anniversary of the date of issuance of the Preferred Shares or, if earlier, the date on which the Preferred Shares have been redeemed in whole or the Treasury has transferred all of the Preferred Shares to third parties.
Capital Adequacy
          The Federal Reserve and the FDIC have implemented substantially identical risk-based rules for assessing bank and bank holding company capital adequacy. These regulations establish minimum capital standards in relation to assets and off-balance sheet exposures as adjusted for credit risk. Banks and bank holding companies are required to have (1) a minimum level of Total Capital (as defined) to risk-weighted assets of eight percent (8%); and (2) a minimum Tier 1 Capital (as defined) to risk-weighted assets of four percent (4%). In addition, the Federal Reserve and the FDIC have established a minimum three percent (3%) leverage ratio of Tier 1 Capital to quarterly average total assets for the most highly-rated banks and bank holding companies. “Tier 1 Capital” generally consists of common equity excluding unrecognized gains and losses on available for sale securities, plus minority interests in equity accounts of consolidated subsidiaries and certain perpetual preferred stock less certain intangibles. The Federal Reserve and the FDIC will require a bank holding company and a bank, respectively, to maintain a leverage ratio greater than four percent (4%) if either is

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experiencing or anticipating significant growth or is operating with less than well-diversified risks in the opinion of the Federal Reserve. The Federal Reserve and the FDIC use the leverage ratio in tandem with the risk-based ratio to assess the capital adequacy of banks and bank holding companies. The FDIC and the Federal Reserve consider interest rate risk in the overall determination of a bank’s capital ratio, requiring banks with greater interest rate risk to maintain adequate capital for the risk. While under the MOU, the Bank must maintain a leverage ratio of at least eight percent (8%).
          In addition, Section 38 of the Federal Deposit Insurance Act implemented the prompt corrective action provisions that Congress enacted as a part of the Federal Deposit Insurance Corporation Improvement Act of 1991 (the “1991 Act”). The “prompt corrective action” provisions set forth five regulatory zones in which all banks are placed largely based on their capital positions. Regulators are permitted to take increasingly harsh action as a bank’s financial condition declines. Regulators are also empowered to place in receivership or require the sale of a bank to another depository institution when a bank’s capital leverage ratio reaches 2%. Better capitalized institutions are generally subject to less onerous regulation and supervision than banks with lesser amounts of capital.
          The FDIC has adopted regulations implementing the prompt corrective action provisions of the 1991 Act, which place financial institutions in the following five categories based upon capitalization ratios: (1) a “well capitalized” institution has a Total risk-based capital ratio of at least 10%, a Tier 1 risk-based ratio of at least 6% and a leverage ratio of at least 5%; (2) an “adequately capitalized” institution has a Total risk-based capital ratio of at least 8%, a Tier 1 risk-based ratio of at least 4% and a leverage ratio of at least 4%; (3) an “undercapitalized” institution has a Total risk-based capital ratio of under 8%, a Tier 1 risk-based ratio of under 4% or a leverage ratio of under 4%; (4) a “significantly undercapitalized” institution has a Total risk-based capital ratio of under 6%, a Tier 1 risk-based ratio of under 3% or a leverage ratio of under 3%; and (5) a “critically undercapitalized” institution has a leverage ratio of 2% or less. Institutions in any of the three undercapitalized categories would be prohibited from declaring dividends or making capital distributions. The FDIC regulations also establish procedures for “downgrading” an institution to a lower capital category based on supervisory factors other than capital.
          To continue to conduct its business as currently conducted, FSC and the Bank will need to maintain capital well above the minimum levels. As of December 31, 2009 and 2008, the most recent notifications from the FDIC categorized the Bank as “well capitalized” under current regulations.
Internal Control Reporting
          The 1991 Act also imposes substantial auditing and reporting requirements and increases the role of independent accountants and outside directors of banks.
Commercial Real Estate
          In December 2006, the federal banking agencies, including the FDIC, issued a final guidance on concentrations in commercial real estate lending (the “Guidance”), noting that increases in banks’ commercial real estate concentrations could create safety and soundness concerns in the event of a significant economic downturn. The Guidance mandates certain minimal risk management practices and categorizes banks with defined levels of such concentrations as banks that may warrant elevated examiner scrutiny. The regulatory guideline defines a bank as having a concentration in commercial real estate if its portfolio of land, construction (both commercial and residential) and Acquisition and Development loans exceeds 100% of the Bank’s total risk based capital. The Bank’s ratio decreased from 124% at December 31, 2008 to 77% at December 31, 2009. The regulatory guideline for all real estate loans, except owner-occupied property as a percentage of capital is a maximum of 300%. The Bank’s ratio decreased from 172% at December 31, 2008 to 144% at December 31, 2009. The Guidance does not formally prohibit a bank from exceeding either of these two thresholds. Rather, it defines the circumstances under which a bank will be declared to have a commercial real estate concentration. Further, the Guidance requires any such banks with commercial real estate concentrations to have heightened and sophisticated risk management systems in place to adequately manage the increased levels of risk. While management believes that our credit processes, procedures and systems meet the risk management standards dictated by the Guidance, regulatory authorities could effectively limit increases in the real estate concentrations in the Bank’s loan portfolios or require additional credit administration and management costs associated therewith, or both.
Loans
          Inter-agency guidelines adopted by federal bank regulators mandate that financial institutions establish real estate lending policies with maximum allowable real estate loan-to-value limits, subject to an allowable amount of non-conforming loans as a percentage of capital. The Bank adopted the federal guidelines in 2001.
Transactions with Affiliates
          Under federal law, all transactions between and among a state nonmember bank and its affiliates, which include holding companies, are subject to Sections 23A and 23B of the Federal Reserve Act and Regulation W promulgated thereunder. Generally,

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these requirements limit these transactions to a percentage of the bank’s capital and require all of them to be on terms at least as favorable to the bank as transactions with non-affiliates. In addition, a bank may not lend to any affiliate engaged in non-banking activities not permissible for a bank holding company or acquire shares of any affiliate that is not a subsidiary. The FDIC is authorized to impose additional restrictions on transactions with affiliates if necessary to protect the safety and soundness of a bank. The regulations also set forth various reporting requirements relating to transactions with affiliates.
Financial Privacy
          In accordance with the GLB Act, federal banking regulators adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about consumers to nonaffiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a nonaffiliated third party. The privacy provisions of the GLB Act affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors.
Anti-Money Laundering Initiatives and the USA Patriot Act
          A major focus of governmental policy on financial institutions in recent years has been aimed at combating terrorist financing. This has generally been accomplished by amending existing anti-money laundering laws and regulations. The USA Patriot Act of 2001 (the “USA Patriot Act”) has imposed significant new compliance and due diligence obligations, creating new crimes and penalties. The United States Treasury Department has issued a number of implementing regulations that apply to various requirements of the USA Patriot Act to us and the Bank. These regulations impose obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to verify the identity of their customers. Failure of a financial institution to maintain and implement adequate programs to combat terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution.
Future Legislation
          Various legislation affecting financial institutions and the financial industry is from time to time introduced in Congress. Such legislation may change banking statutes and the operating environment of Fidelity and its subsidiaries in substantial and unpredictable ways, and could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance depending upon whether any of this potential legislation will be enacted, and if enacted, the effect that it or any implementing regulations, would have on the financial condition or results of operations of Fidelity or any of its subsidiaries. With the recent enactments of EESA and ARRA, the nature and extent of future legislative and regulatory changes affecting financial institutions is very unpredictable at this time.
Competition
          The banking business is highly competitive. The Bank competes for traditional bank business with numerous other commercial banks and thrift institutions in Fulton, DeKalb, Cobb, Clayton, Gwinnett, Rockdale, Coweta and Barrow Counties, Georgia, the Bank’s primary market area other than for residential construction and development loans, SBA loans, residential mortgages, and indirect automobile loans. The Bank also competes for loans with insurance companies, regulated small loan companies, credit unions, and certain governmental agencies. The Bank competes with independent brokerage and investment companies, as well as state and national banks and their affiliates and other financial companies. Many of the companies with whom the Bank competes have greater financial resources.
          The indirect automobile financing and mortgage banking industries are also highly competitive. In the indirect automobile financing industry, the Bank competes with specialty consumer finance companies, including automobile manufacturers’ captive finance companies, in addition to other financial institutions. The residential mortgage banking business competes with independent mortgage banking companies, state and national banks and their subsidiaries, as well as thrift institutions and insurance companies.
Employees and Executive Officers
          As of December 31, 2009, we had 488 full-time equivalent employees. We are not a party to any collective bargaining agreement. We believe that our employee relations are good. We afford our employees a variety of competitive benefit programs including a retirement plan and group health, life and other insurance programs. We also support training and educational programs designed to ensure that employees have the types and levels of skills needed to perform at their best in their current positions and to help them prepare for positions of increased responsibility.

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Executive Officers of the Registrant
          The Company’s executive officers, their ages, their positions with the Company at March 10, 2010, and the period during which they have served as executive officers, are as follows:
                     
Name   Age   Since   Position
James B. Miller, Jr.
    69       1979     Principal Executive Officer, Chairman of the Board and Chief Executive Officer of Fidelity since 1979; President of Fidelity from 1979 to April 2006; Chairman of Fidelity Bank since 1998; President of Fidelity Bank from 1977 to 1997, and from December 2003 through September 2004; and Chief Executive Officer of Fidelity Bank from 1977 to 1997 and from December 2003 until present. A director of Fidelity Bank since 1976. Chairman of LionMark Insurance Company, a wholly-owned subsidiary, since November 2004. A director of Interface, Inc., a carpet and fabric manufacturing company, since 2000, and of American Software, Inc., a software development company, since 2002.
 
                   
H. Palmer Proctor, Jr.
    42       1996     President of Fidelity since April 2006; Senior Vice President of Fidelity from January 2006 through April 2006; Vice President of Fidelity from 1996 through January 2006; Director and President of Fidelity Bank since October 2004 and Senior Vice President of Fidelity Bank from 1996 through September 2004. Director and Secretary/Treasurer of LionMark Insurance Company, a wholly-owned subsidiary, since November 2004.
 
                   
Stephen H. Brolly
    47       2008     Principal Financial and Accounting Officer of Fidelity and Chief Financial Officer of Fidelity and Fidelity Bank since August 2008; Treasurer of Fidelity and Fidelity Bank from May 2006 through August 2008. Chief Financial Officer of LionMark Insurance Company, a wholly-owned subsidiary, since August 2008. Senior Vice President, Chief Accounting Officer and Controller of Sun Bancorp, Inc. in Vineland, New Jersey from 1999 to 2006.
 
                   
David Buchanan
    52       1995     Vice President of Fidelity since 1999; Executive Vice President of Fidelity Bank since October 2004; and Senior Vice President of Fidelity Bank from 1995 through September 2004. President of LionMark Insurance Company, a wholly-owned subsidiary, since November 2004.
Available Information
          We file annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet web site that contains reports, proxy and information statements, and other information regarding issuers, including Fidelity, that file electronically with the SEC. The public can obtain any documents that we file with the SEC at http://www.sec.gov.
          We also make available free of charge on or through our Internet web site (http://www.lionbank.com) our Annual Report to Shareholders, our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our current reports on Form 8-K and if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Item 1A.   Risk Factors
          The following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may adversely impact our business operations. If any of the following risks occur, our business, financial condition, operating results, and cash flows could be materially adversely affected.

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Risks Related to our Business
A significant portion of the Bank’s loan portfolio is secured by real estate loans in the Atlanta, Georgia, metropolitan area and in eastern and northern Florida markets, and a continued downturn in real estate market values in those areas may adversely affect our business.
          Currently, our lending and other businesses are concentrated in the Atlanta, Georgia, metropolitan area and eastern and northern Florida. As of December 31, 2009, real estate mortgage, construction and commercial real estate loans, accounted for 47.4% of our total loan portfolio. Therefore, conditions in these markets will strongly affect the level of our nonperforming loans and our results of operations and financial condition. Real estate values and the demand for commercial and residential mortgages and construction loans are affected by, among other things, changes in general and local economic conditions, changes in governmental regulation, monetary and fiscal policies, interest rates and weather. The residential real estate markets in Atlanta and Jacksonville continue to experience a slowdown in sales and continued pricing declines. Continued declines in our real estate markets could adversely affect the demand for new real estate loans, and the value and liquidity of the collateral securing our existing loans. Adverse changes in our markets could also reduce our growth rate, impair our ability to collect loans, and generally affect our financial condition and results of operations.
The earnings of financial services companies are significantly affected by general business and economic conditions.
          Our operations and profitability are impacted by general business and economic conditions in the United States and abroad. These conditions include recession, short-term and long-term interest rates, inflation, money supply, political issues, legislative and regulatory changes, fluctuations in both debt and equity capital markets, broad trends in industry and finance, and the strength of the U.S. economy and the local economies in which we operate, all of which are beyond our control. A deterioration in economic conditions could result in an increase in loan delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand for our products and services, among other things, any of which could have a material adverse impact on our financial condition and results of operations.
Our business may be adversely affected by conditions in the financial markets and economic conditions generally and there can be no assurance that recent efforts to address difficult market and economic conditions will be effective.
          Since mid-2007, and particularly during the second half of 2008, the financial markets and economic conditions generally were materially and adversely affected by significant declines in the values of nearly all asset classes and by a serious lack of liquidity. This was initially triggered by declines in home prices and the values of subprime mortgages, but spread to all commercial and residential mortgages as property prices declined rapidly and to nearly all asset classes. The effect of the market and economic downturn also spread to other areas of the credit markets and in the availability of liquidity. The magnitude of these declines led to a crisis of confidence in the financial sector as a result of concerns about the capital base and viability of certain financial institutions. During this period, interbank lending and commercial paper borrowing fell sharply, precipitating a credit freeze for both institutional and individual borrowers. Unemployment has also increased significantly.
          The Emergency Economic Stabilization Act of 2008 and American Recovery and Reinvestment Act of 2009 were signed into law in response to the financial crisis affecting the banking system, financial markets and economic conditions generally. Pursuant to the EESA, the Treasury had the authority under the Troubled Asset Relief Program to purchase up to $700 billion of mortgages, mortgage-backed securities and certain other financial instruments from financial institutions for the purpose of stabilizing and providing liquidity to the U.S. financial markets. The Treasury announced the Capital Purchase Program under TARP pursuant to which it has purchased senior preferred stock in participating financial institutions. This includes a wide variety of programs intended to stimulate the economy and provide for extensive infrastructure, energy, health, and education needs. In addition, ARRA imposes certain new executive compensation and corporate expenditure limits on all current and future TARP recipients until the institution has repaid the Treasury, which is now permitted under ARRA without penalty and without the need to raise new capital, subject to the Treasury’s consultation with the recipient’s appropriate regulatory agency.
          The EESA followed, and has been followed by, numerous actions by the U.S. Congress, the Federal Reserve Board, the Treasury, the FDIC, the SEC and others to address the current crisis, including most recently the ARRA. These measures include homeowner relief that encourage loan restructuring and modification; the establishment of significant liquidity and credit facilities for financial institutions and investment banks; the lowering of the federal funds rate; emergency action against short selling practices; a temporary guaranty program for money market funds; the establishment of a commercial paper funding facility to provide back-stop liquidity to commercial paper issuers; and coordinated international efforts to address illiquidity and other weaknesses in the banking sector. There can be no assurance, however, as to the actual impact that EESA, including TARP and the Program, the ARRA and the other initiatives describe above will have on the banking system and financial markets or on us. The failure of these programs to help stabilize the banking system and financial markets and a continuation or worsening of current economic conditions could materially and adversely affect our business, financial condition, results of operations, access to credit or the trading price of our common stock.

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Liquidity is essential to our businesses and we rely on external sources to finance a significant portion of our operations.
          Liquidity is essential to our businesses. Our liquidity could be substantially affected in a negative fashion by an inability to raise funding in the long-term or short-term debt capital markets or the equity capital markets or an inability to access the secured lending markets. Factors that we cannot control, such as disruption of the financial markets or negative views about the financial services industry generally, could impair our ability to raise funding. In addition, our ability to raise funding could be impaired if lenders develop a negative perception of our long-term or short-term financial prospects. Such negative perceptions could be developed if we suffer a decline in the level of our business activity or regulatory authorities take significant action against us, among other reasons. If we are unable to raise funding using the methods described above, we would likely need to finance or liquidate unencumbered assets to meet maturing liabilities. We may be unable to sell some of our assets, or we may have to sell assets at a discount from market value, either of which could adversely affect our results of operations and financial condition.
Future dividend payments and common stock repurchases are restricted by the terms of the Treasury’s equity investment in us.
          Under the terms of the Program, until the earlier of the third anniversary of the date of issuance of the Preferred Shares and the date on which the Preferred Shares have been redeemed in whole or the Treasury has transferred all of the Preferred Shares to third parties, we are prohibited from increasing dividends on our common stock from the last quarterly cash dividend per share ($0.01) declared on the common stock prior to December 19, 2008, as adjusted for subsequent stock dividends and other similar actions, and from making certain repurchases of equity securities, including our common stock, without the Treasury’s consent. Furthermore, as long as the Preferred Shares are outstanding, dividend payments and repurchases or redemptions relating to certain equity securities, including our common stock, are prohibited until all accrued and unpaid dividends are paid on such preferred stock, subject to certain limited exceptions.
The limitations on executive compensation imposed through our participation in the Capital Purchase Program may restrict our ability to attract, retain and motivate key employees, which could adversely affect our operations.
          As part of our participation in the Program, we agreed to be bound by certain executive compensation restrictions, including limitations on severance payments and the clawback of any bonus and incentive compensation that were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria. Subsequent to the issuance of the preferred shares, the ARRA was enacted, which provides more stringent limitations on severance pay and the payment of bonuses. To the extent that any of these compensation restrictions do not permit us to provide a comprehensive compensation package to our key employees that is competitive in our market area, we may have difficulty in attracting, retaining and motivating our key employees, which could have an adverse effect on our results of operations.
The terms governing the issuance of the preferred shares to the Treasury may be changed, the effect of which may have an adverse effect on our operations.
          The terms of the Letter Agreement which we entered into with the Treasury provides that the Treasury may unilaterally amend any provision of the Letter Agreement to the extent required to comply with any changes in applicable federal law that may occur in the future. We have no assurances that changes in the terms of the transaction will not occur in the future. Such changes may place restrictions on our business or results of operations, which may adversely affect the market price of our common stock.
Fluctuations in interest rates could reduce our profitability and affect the value of our assets.
          Like other financial institutions, our earnings and cash flows are subject to interest rate risk. Our primary source of income is net interest income, which is the difference between interest earned on loans and investments and the interest paid on deposits and borrowings. We expect that we will periodically experience imbalances in the interest rate sensitivities of our assets and liabilities and the relationships of various interest rates to each other. Over any defined period of time, our interest-earning assets may be more sensitive to changes in market interest rates than our interest-bearing liabilities, or vice versa. In addition, the individual market interest rates underlying our loan and deposit products (e.g., prime versus competitive market deposit rates) may not change to the same degree over a given time period. In any event, if market interest rates should move contrary to our position, our earnings may be negatively affected. Also, the volume of nonperforming assets will negatively impact average yields if and as it increases. In addition, loan volume and quality and deposit volume and mix can be affected by market interest rates. Changes in levels of market interest rates, including the current rate environment, could materially adversely affect our net interest spread, asset quality, origination volume and overall profitability.
          In September 2007, the Federal Reserve began lowering the targeted Federal funds rate, reducing the rate to 4.25% by the end of 2007. In 2008, as the economic crisis deepened, the Federal Reserve continued to lower interest rates to a historic low of .25% where it remained for all of 2009. While these short-term market interest rates (which we use as a guide to price our deposits) decreased, the yield on our earning assets decreased more quickly which in combination with heavy competition for deposit accounts had a negative impact on our interest rate spread and net interest margin during 2008 and into 2009. Income could also be adversely

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affected if the interest rates paid on deposits and other borrowings increase quicker than the interest rates received on loans and other investments during periods of rising interest rates.
          We principally manage interest rate risk by managing our volume and the mix of our earning assets and funding liabilities. In a changing interest rate environment, we may not be able to manage this risk effectively. If we are unable to manage interest rate risk effectively, our business, financial condition, and results of operations could be materially harmed.
          Changes in the level of interest rates also may negatively affect our ability to originate construction, commercial and residential real estate loans, the value of our assets, and our ability to realize gains from the sale of our assets, all of which ultimately affect our earnings.
Construction and land development loans are subject to unique risks that could adversely affect earnings.
          Our construction and land development loan portfolio was $155 million at December 31, 2009, comprising 10.9% of total loans. Construction and land development loans are often riskier than home equity loans or residential mortgage loans to individuals. During general economic slowdowns, like the one we are currently experiencing, these loans represent higher risk due to slower sales and reduced cash flow that could impact the borrowers’ ability to repay on a timely basis. In addition, regulations and regulatory policies affecting banks and financial services companies undergo continuous change and we cannot predict when changes will occur or the ultimate effect of any changes. Since the latter part of 2006, there has been continued regulatory focus on construction, development and commercial real estate lending. Changes in the federal policies applicable to construction, development or commercial real estate loans make us subject to substantial limitations with respect to making such loans, increase the costs of making such loans, and require us to have a greater amount of capital to support this kind of lending, all of which could have a material adverse effect on our profitability or financial condition.
The allowance for loan losses may be insufficient.
          The Bank maintains an allowance for loan losses, which is established and maintained through provisions charged to operations. Such provisions are based on management’s evaluation of the loan portfolio, including loan portfolio concentrations, current economic conditions, the economic outlook, past loan loss experience, adequacy of underlying collateral, and such other factors which, in management’s judgment, deserve consideration in estimating loan losses. Loans are charged off when, in the opinion of management, such loans are deemed to be uncollectible. Subsequent recoveries are added to the allowance.
          The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires management to make significant estimates of current credit risks and trends, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors may require an increase in the allowance for loan losses. In addition, bank regulatory agencies periodically review the Bank’s allowance for loan losses and may require an increase in the provision for loan losses or the recognition of further loan charge-offs, based on judgments different than those of management. In addition, if charge-offs in future periods exceed the estimated charge-offs utilized in determining the sufficiency of the allowance for loan losses, we will need additional provisions to increase the allowance. Any increases in the allowance for loan losses will result in a decrease in net income and, possibly, regulatory capital, and may have a material adverse effect on our financial condition and results of operations. See “Allowance for Loan Losses” in Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located elsewhere in this report for further discussion related to our process for determining the appropriate level of the allowance for loan losses.
We operate in a highly competitive industry and market area.
          We face substantial competition in all areas of our operations from a variety of different competitors, many of which are larger and have more financial resources. Such competitors primarily include national, regional, and community banks within the markets in which we operate. Additionally, various out-of-state banks continue to enter the market area in which we currently operate. We also face competition from many other types of financial institutions, including, without limitation, savings and loans, credit unions, finance companies, brokerage firms, insurance companies, and other financial intermediaries. Many of our competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services, as well as better pricing for those products and services. A weakening in our competitive position, could adversely affect our growth and profitability, which, in turn, could have a material adverse effect on our financial condition and results of operations.
Our profitability depends significantly on economic conditions in the Atlanta metropolitan area.
          Our success depends primarily on the general economic conditions of the Atlanta metropolitan area and the specific local markets in which we operate. Unlike larger national or regional banks that are more geographically diversified, the Bank provides banking and financial services to customers primarily in the Atlanta metropolitan areas including Fulton, Dekalb, Cobb, Clayton, Gwinnett, Rockdale, Coweta and Barrow Counties. The local economic conditions in these areas have a significant impact on the

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demand for our products and services as well as the ability of our customers to repay loans, the value of the collateral securing loans and the stability of our deposit funding sources. A significant decline in general economic conditions, caused by a significant economic slowdown, recession, inflation, acts of terrorism, outbreak of hostilities, or other international or domestic occurrences, unemployment, changes in securities markets, or other factors could impact these local economic conditions and, in turn, have a material adverse effect on our financial condition and results of operations.
The Bank may be unable to maintain and service relationships with automobile dealers and the Bank is subject to their willingness and ability to provide high quality indirect automobile loans.
          The Bank’s indirect automobile lending operation depends in large part upon the ability to maintain and service relationships with automobile dealers, the strength of new and used automobile sales, the loan rate and other incentives offered by other purchasers of indirect automobile loans or by the automobile manufacturers and their captive finance companies, and the continuing ability of the consumer to qualify for and make payments on high quality automobile loans. There can be no assurance the Bank will be successful in maintaining such dealer relationships or increasing the number of dealers with which the Bank does business, or that the existing dealer base will continue to generate a volume of finance contracts comparable to the volume historically generated by such dealers, which could have a material adverse effect on our financial condition and results of operations.
Financial services companies depend on the accuracy and completeness of information about customers and counterparties.
          In deciding whether to extend credit or enter into other transactions, we may rely on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports, and other financial information. We may also rely on representations of those customers, counterparties or other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports or other financial information could have a material adverse impact on our business and, in turn, our financial condition and results of operations.
We are subject to extensive governmental regulation.
          We are subject to extensive supervision and regulation by Federal and state governmental agencies, including the FRB, the GDBF and the FDIC. Current and future legislation, regulations, and government policy could adversely affect the Company and the financial institution industry as a whole, including the cost of doing business. Although the impact of such legislation, regulations, and policies cannot be predicted, future changes may alter the structure of, and competitive relationships among, financial institutions and the cost of doing business, which could have a material adverse effect on our financial condition and results of operations.
Our growth may require us to raise additional capital in the future, but that capital may not be available when it is needed.
          We are required by Federal regulatory authorities to maintain adequate levels of capital to support our operations. We anticipate our capital resources will satisfy our capital requirements for the foreseeable future. We may at some point, however, need to raise additional capital to support our growth. If we raise capital through the issuance of additional shares of our common stock or other securities, it would dilute the ownership interest of our current shareholders and may dilute the per share book value of our common stock. New investors may also have rights, preferences and privileges senior to our current shareholders, which may adversely impact our current shareholders.
          Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial performance. Accordingly, we cannot assure that we will have the ability to raise additional capital, if needed, on terms acceptable to us. If we cannot raise additional capital when needed, our ability to further expand our operations through internal growth or acquisitions could be materially impaired, which could have a material adverse effect on our financial condition and results of operations.
The building of market share through our branching strategy could cause our expenses to increase faster than revenues.
          We intend to continue to build market share in the greater Atlanta metropolitan area through our branching strategy. While we have no commitments to branch during 2010, there are branch locations under consideration and others may become available. There are considerable costs involved in opening branches and new branches generally require a period of time to generate sufficient revenues to offset their costs, especially in areas in which we do not have an established presence.
          Accordingly, any new branch can be expected to negatively impact our earnings for some period of time until the branch reaches certain economies of scale. Our expenses could be further increased if we encounter delays in the opening of new branches. Finally, we have no assurance that new branches will be successful, even after they have been established.

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Our controls and procedures may fail or be circumvented.
          Management regularly reviews and updates our internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations, and financial condition.
We may not be able to attract and retain skilled people.
          Our success depends, in large part, on our ability to attract and retain key people. Competition for the best people in most activities that we engage in can be intense and we may not be able to hire people or to retain them. The unexpected loss of services of one or more of our key personnel could have a material adverse impact on our business because of their skills, knowledge of our market, years of industry experience, and the difficulty of promptly finding qualified replacement personnel.
Our information systems may experience an interruption or breach in security.
          We rely heavily on communications and information systems to conduct our business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan, and other systems. While we have policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of our information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures, interruptions or security breaches of our information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.
We are subject to claims and litigation.
          From time to time, customers and others make claims and take legal action pertaining to the Company’s performance of our responsibilities. Whether customer claims and legal action related to the Company’s performance of our responsibilities are founded or unfounded, or if such claims and legal actions are not resolved in a manner favorable to the Company, they may result in significant financial liability and/or adversely affect the market perception of the Company and our products and services, as well as impact customer demand for those products and services. Any financial liability or reputation damage could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our financial condition and results of operations.
Risks Related to our Common Stock
Our stock price can be volatile.
          Stock price volatility may make it more difficult for shareholders to resell common stock when they want and at prices they find attractive. Our stock price can fluctuate significantly in response to a variety of factors including, among other things:
    news reports relating to trends, concerns and other issues in the financial services industry;
 
    actual or anticipated variations in quarterly results of operations;
 
    recommendations by securities analysts;
 
    operating and stock price performance of other companies that investors deem comparable to us;
 
    perceptions in the marketplace regarding the Company and/or our competitors;
 
    significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Company or our competitors;
 
    changes in government laws and regulation; and
 
    geopolitical conditions such as acts or threats of terrorism or military conflicts.
          General market fluctuations, industry factors, and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes or credit loss trends, could also cause our stock price to decrease, regardless of operating results.
Our common stock trading volume is less than that of other larger financial services companies.
          Although our common stock is listed for trading on the NASDAQ Global Select Market, the trading volume in our common stock is less than that of larger financial services companies. A public trading market having the desired characteristics of depth, liquidity, and orderliness depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have

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no control. Given the lower trading volume of our common stock, significant sales of our common stock, or the expectation of these sales, could cause our stock price to fall.
The exercise of the Warrant by the Treasury would dilute existing shareholders’ ownership interest and may make it more difficult for us to take certain actions that may be in the best interest of shareholders.
          In addition to the issuance of the Preferred Shares, we also granted to the Treasury the Warrant to purchase 2,266,458 shares of common stock at a price of $3.19 per share. If the Treasury exercises the entire Warrant, it would result in a significant dilution to the ownership interest of our existing shareholders and dilute the earnings per share value of our common stock. Further, if the Treasury exercises the entire Warrant, it will become the second largest shareholder of Fidelity. The Treasury has agreed that it will not exercise voting power with regard to the shares that it acquires by exercising the Warrant. However, Treasury’s abstention from voting may make it more difficult for us to obtain shareholder approval for those matters that require a majority of total shares outstanding, such as a business combination involving Fidelity.
Item 1B.   Unresolved Staff Comments
          None
Item 2.   Properties
          Our principal executive offices consist of 19,175 square feet of leased space in Atlanta, Georgia. Our support operations are principally conducted from 65,897 square feet of leased space located at 3 Corporate Square, Atlanta, Georgia. The Bank has 23 branch offices located in Fulton, Dekalb, Cobb, Clayton, Gwinnett, Rockdale, Coweta and Barrow Counties, Georgia, and a branch in Jacksonville, Duval County, Florida, of which 14 are owned and 10 are leased. The Company leases mortgage origination offices in Atlanta, Georgia, Alpharetta, Georgia and Colorado Springs, Colorado. The Company leases a SBA loan production office in Covington, Georgia, and an off-site storage space in Atlanta, Georgia.
Item 3.   Legal Proceedings
          We are a party to claims and lawsuits arising in the course of normal business activities. Although the ultimate outcome of all claims and lawsuits outstanding as of December 31, 2009, cannot be ascertained at this time, it is the opinion of management that these matters, when resolved, will not have a material adverse effect on our results of operations or financial condition.
Item 4.   Submission of Matters to a Vote of Security Holders
          No matters were submitted to a vote of security holders during the fourth quarter of 2009.
PART II
Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
          Fidelity’s common stock trades on the NASDAQ Global Select Market under the symbol LION. The following table sets forth the high and low closing sale prices (adjusted for stock dividends) for the common stock for the calendar quarters indicated, as published by the NASDAQ stock market.
Market Price — Common Stock
                                 
    2009   2008
    High   Low   High   Low
Fourth Quarter
  $ 4.65     $ 2.39     $ 4.79     $ 1.46  
Third Quarter
    4.68       2.46       6.55       2.21  
Second Quarter
    3.40       2.15       8.51       4.17  
First Quarter
    4.24       1.10       10.09       7.09  
          As of March 4, 2010, there were approximately 825 shareholders of record. In addition, shares of approximately 1,600 beneficial owners of Fidelity’s common stock were held by brokers, dealers, and their nominees.
Dividends
          The Company declared approximately $1.8 million and $3.4 million in cash dividends on common stock in 2008 and 2007, respectively. The Company did not declare any cash dividends in 2009. However, the Company declared a quarterly stock dividend

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of one share for every 200 shares owned in 2009. Management cannot assure that this trend will continue. Future dividends will require a quarterly review of current and projected earnings for the remainder of 2010 in relation to capital requirements prior to the determination of the dividend, and be subject to regulatory restrictions under applicable law and the requirements of the MOU.
          The following schedule summarizes cash dividends declared and paid per share of common stock for the last three years:
                         
    Dividend  
    2009     2008     2007  
First Quarter
  $     $ .09     $ .09  
Second Quarter
          .09       .09  
Third Quarter
          .01       .09  
Fourth Quarter
                .09  
 
                 
For the Year
  $     $ .19     $ .36  
 
                 
          In 2009, FSC and Fidelity Bank operated under memoranda of understanding with the FRB, the GDBF and the FDIC. The MOU, which relate primarily to the Bank’s asset quality and loan loss reserves, require that FSC and the Bank submit plans and report to its regulators regarding its loan portfolio and profit plans, among other matters. The MOU also require that the Bank maintain its Tier 1 Leverage Capital ratio at not less than 8% and an overall well-capitalized position as defined in applicable FDIC rules and regulations during the life of the MOU. Additionally, the MOU require that, prior to declaring or paying any cash dividends, FSC and the Bank must obtain the prior consent of its regulators.
          In addition, pursuant to the terms of the Letter Agreement entered into with the Treasury under the Capital Purchase Program, the ability of Fidelity to declare or pay dividends or distributions of its common stock is subject to restrictions, including a restriction against increasing dividends from the last quarterly cash dividend per share ($0.01) declared on the common stock prior to December 19, 2008, as adjusted for subsequent stock dividends and other similar actions. In addition, as long as the Preferred Shares are outstanding, dividend payments are prohibited until all accrued and unpaid dividends are paid on such preferred stock, subject to certain limited exceptions. This restriction will terminate on the third anniversary of the date of issuance of the Preferred Shares or, if earlier, the date on which the Preferred Shares have been redeemed in whole or the Treasury has transferred all of the Preferred Shares to third parties.
          See Note 13 to the consolidated financial statements in Item 8 for a further discussion of the restrictions on our ability to pay dividends.
Share Repurchases
          Fidelity did not repurchase any securities during the fourth quarter of 2009.
Sale of Unregistered Securities
          On December 19, 2008, as part of the Capital Purchase Program, Fidelity entered into the Letter Agreement with the Treasury, pursuant to which Fidelity agreed to issue and sell, and the Treasury agreed to purchase (1) 48,200 shares of Fidelity’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, having a liquidation preference of $1,000 per share, and (2) a ten-year Warrant to purchase up to 2,266,458 shares of the Company’s common stock, at an exercise price of $3.19 per share, for an aggregate purchase price of $48.2 million in cash. The Preferred Shares qualify as Tier I capital under risk-based capital guidelines and will pay cumulative dividends at a rate of 5% per annum for the first five years and 9% per annum thereafter. The Preferred Shares are non-voting except for class voting rights on matters that would adversely affect the rights of the holders of the Preferred Shares.
          Other than the sale of Preferred Shares and the issuance of subordinated debt in 2007 in connection with the issuance of trust preferred securities by one of the Company’s business trust subsidiaries on the terms previously disclosed, Fidelity has not sold any unregistered securities in the past three years.
Securities Authorized for Issuance Under Equity Compensation Plans
          The following table presents information as of December 31, 2009, with respect to shares of common stock of Fidelity that may be issued under equity compensation plans. The equity compensation plans of Fidelity consist of the Stock Option Plans and the 401(k) tax qualified savings plan.

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                    Number of Securities Remaining  
                    Available for Future Issuance  
    Number of Securities             Under  
    to be Issued upon     Weighted Average     Equity Compensation Plans  
    Exercise of   Exercise Price of     (Excluding Securities Reflected in  
Plan Category   Outstanding Options     Outstanding Options     Column A)  
Equity Compensation Plans Approved by Shareholders(1)
    494,405     $ 8.59       313,242  
Equity Compensation Plans Not Approved by Shareholders(2)
    N/A       N/A       N/A  
 
                       
Total
    494,405     $ 8.59       313,242  
 
                       
 
(1)   1997 Stock Option Plan and 2006 Equity Incentive Plan
 
(2)   Excludes shares issued under the 401(k) Plan.
Shareholder Return Performance Graph
          The following graph compares the percentage change in the cumulative five-year shareholder return on Fidelity’s Common Stock (traded on the NASDAQ National Market under the symbol “LION”) with the cumulative total return on the NASDAQ Composite Index, and the SNL NASDAQ Bank Index.
          The graph assumes that the value invested in the Common Stock of Fidelity and in each of the two indices was $100 on December 31, 2004, and all dividends were reinvested.
(LINE GRAPH)
                                                 
    Period Ending December 31,
Index   2004   2005   2006   2007   2008   2009
Fidelity Southern Corporation
  $ 100.00     $ 95.75     $ 101.31     $ 51.96     $ 20.71     $ 21.07  
NASDAQ Composite
    100.00       101.37       111.03       121.92       72.49       104.31  
SNL NASDAQ Bank Index
    100.00       96.95       108.85       85.45       62.06       50.34  
Item 6.   Selected Financial Data
          The following table contains selected consolidated financial data. This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes included in this report.

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    SELECTED FINANCIAL DATA
    Years Ended December 31,
    2009   2008   2007   2006   2005
            (Dollars in thousands, except per share data)        
Interest income
  $ 97,583     $ 104,054     $ 113,462     $ 97,804     $ 74,016  
Interest expense
    46,009       57,636       66,682       54,275       34,684  
Net interest income
    51,574       46,418       46,780       43,529       39,332  
Provision for loan losses
    28,800       36,550       8,500       3,600       2,900  
Noninterest income, including securities gains
    33,978       17,636       17,911       15,699       14,339  
Securities gains, net
    5,308       1,306       2             32  
Noninterest expense
    64,562       48,839       47,203       40,568       35,001  
Net (loss) income
    (3,855 )   (12,236 )     6,634       10,374       10,326  
Dividends declared — common
          1,783       3,357       2,964       2,567  
Per Share Data:
                                       
Net (loss) income:
                                       
Basic (loss) earnings(1)
  $ (.71 )   $ (1.27 )   $ .69     $ 1.09     $ 1.09  
Diluted (loss) earnings(1)
    (.71 )   (1.27 )     .69       1.09       1.09  
Book value(1)
    8.44       9.42       10.35       9.88       9.10  
Dividends declared
          .19       .36       .32       .28  
Dividend payout ratio
    %     %     50.61 %     28.57 %     24.86 %
Profitability Ratios:
                                       
Return on average assets
    (.21 )%     (.70 )%     .41 %     .70 %     .79 %
Return on average shareholders’ equity
    (2.91 )   (12.43 )     6.84       11.67       12.59  
Net interest margin
    2.95       2.84       3.04       3.10       3.17  
Asset Quality Ratios:
                                       
Net charge-offs to average loans
    2.44 %     1.36 %     .45 %     .19 %     .23 %
Allowance to period-end loans
    2.33       2.43       1.19       1.07       1.17  
Nonperforming assets to total loans, OREO and repos
    6.43       7.89       1.65       .40       .25  
Allowance to nonperforming loans, OREO and repos
    .32 x     .29 x     .71 x     2.52 x     4.50 x
Liquidity Ratios:
                                       
Total loans to total deposits
    91.64 %     100.01 %     103.30 %     100.18 %     100.51 %
Loans to total deposits
    83.18       96.14       98.77       95.98       97.79  
Average total loans to average earning assets
    82.46       89.81       90.34       88.36       86.58  
Capital Ratios:
                                       
Leverage
    9.03 %     10.04 %     7.93 %     8.07 %     8.64 %
Risk-based capital
                                       
Tier 1
    11.25       11.10       8.43       8.54       9.60  
Total
    13.98       13.67       11.54       10.37       11.97  
Average equity to average assets
    7.13       5.66       5.93       5.99       6.29  
Balance Sheet Data (At End of Period):
                                       
Assets
  $ 1,851,520     $ 1,763,113     $ 1,686,484     $ 1,649,179     $ 1,405,703  
Earning assets
    1,744,134       1,635,722       1,597,855       1,562,736       1,342,335  
Total loans
    1,421,090       1,443,862       1,452,013       1,389,024       1,129,777  
Total deposits
    1,550,725       1,443,682       1,405,625       1,386,541       1,124,013  
Long-term debt
    117,527       115,027       92,527       83,908       94,908  
Shareholders’ equity
    129,685       136,604       99,963       94,647       86,739  
Daily Average:
                                       
Assets, net of discontinued operations
  $ 1,858,874     $ 1,738,494     $ 1,635,520     $ 1,483,384     $ 1,304,090  
Earning assets
    1,759,893       1,649,022       1,553,602       1,415,105       1,247,480  
Total loans
    1,451,240       1,481,066       1,403,461       1,250,386       1,080,025  
Total deposits
    1,542,569       1,445,485       1,377,503       1,223,428       1,072,695  
Long-term debt
    133,623       111,475       90,366       94,111       81,817  
Shareholders’ equity
    132,613       98,461       97,059       88,866       82,002  
 
(1)   Adjusted for stock dividends

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
CONSOLIDATED FINANCIAL REVIEW
          The following management discussion and analysis addresses important factors affecting the results of operations and financial condition of FSC and its subsidiaries for the periods indicated. The consolidated financial statements and accompanying notes should be read in conjunction with this review.
Overview
          Our profitability, as with most financial institutions, is significantly dependent upon net interest income, which is the difference between interest received on interest-earning assets, such as loans and securities, and the interest paid on interest-bearing liabilities, principally deposits and borrowings. During a period of economic slow down the lack of interest income from nonperforming assets and an additional provision for loan losses can greatly reduce our profitability. Results of operations are also affected by noninterest income, such as service charges on deposit accounts and fees on other services, income from indirect automobile and SBA lending activities, mortgage banking, brokerage activities, and bank owned life insurance; as well as noninterest expenses such as salaries and employee benefits, occupancy, furniture and equipment, professional and other services, and other expenses, including income taxes.
          Economic conditions, competition, and the monetary and fiscal policies of the Federal government significantly affect financial institutions. Poor performance of subprime loans initiated the credit crisis that began in the summer of 2007, followed by substantial declines in residential home sales and prices, the slowing of the national economy and by a serious lack of liquidity. By the end of 2007, the credit turmoil migrated to consumer lending, as demonstrated by the increase in credit card delinquencies and automobile repossessions in all regions of the U.S., including our southeast markets. In 2008, the financial crisis worsened and led to a crisis of confidence in the financial sector as a result of concerns about the capital base and viability of certain financial institutions and the Treasury had to step in with capital infusions for many financial institutions. During this period, interbank lending and commercial paper borrowing fell sharply, precipitating a credit freeze for both institutional and individual borrowers. The national unemployment rate increased to 10.0% in December 2009 from 7.2% in December 2008. In 2009, the Federal Reserve kept short-term interest rates at historic lows in response to the national economic recession.
          The recession had a major impact on the Atlanta and Florida economies, particularly in the residential construction and development markets. Many builders and building related businesses have suffered financially due to the decreasing home prices, lack of demand for houses and the over supply of houses and residential lots. Additionally, this crisis has affected the consumer as demonstrated by the increased delinquencies and foreclosures throughout 2009. These are the primary reasons that, when compared to 2008, our net charge-offs increased 67.0% to $32.4 million during 2009. Our provision for loan losses decreased 21.2% to $28.8 million due to management’s efforts to build up reserves in 2008. Management recorded a total of $65.4 million in provision for loan losses in 2008 and 2009 compared to net charge-offs of $51.8 million over the same period, so for every dollar of net charge-offs, we recorded $1.26 in provision for loan losses. Our allowance for loan losses as a percentage of loans outstanding decreased to 2.33% at December 31, 2009, from 2.43% at the end of 2008.
          Since our inception in 1974, we have pursued managed profitable growth through internal expansion built on providing quality financial services. During 2009, the Bank significantly expanded its mortgage lending division, but due to the recessionary economy our total loans decreased slightly from 2008. The loan portfolio is well diversified among consumer, business, and real estate.
          Net loss for 2009 was $3.9 million compared to net loss of $12.2 million in 2008. Net loss per basic and diluted share was $.71 for 2009 compared to net loss of $1.27 in 2008. Key factors impacting our financial condition and results of operations for 2009 are summarized below:
    The provision for loan losses for 2009 was $28.8 million compared to $36.6 million in 2008. Net charge-offs for 2009 were 2.44% of average loans outstanding compared to 1.36% for 2008. The allowance for loan losses was 2.33% of outstanding loans and provided a coverage ratio of 32.4% of nonperforming assets as of December 31, 2009.
 
    The net interest margin increased 11 basis points in 2009 to 2.95% from 2.84% in 2008, resulting from a 92 basis point decrease in the cost of funds which was greater than the 77 basis point decrease in the yield on earning assets. Management’s successful efforts to reduce the cost of funds included aggressive reductions in interest rates within the constraints of our market as well as a shift in the deposit mix to emphasize lower cost savings accounts.
 
    Total assets increased $88.4 million or 5.0% to $1.852 billion at the end of 2009 compared to $1.763 billion at year end 2008. This increase was primarily due to the 85.9% increase in cash and cash equivalents as a result of investment sales late in 2009, higher loans held-for-sale, and higher Other Assets primarily due to prepaid FDIC insurance premiums, partially offset by a decrease in the loans outstanding.

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          The Bank’s franchise spans eight Counties in the metropolitan Atlanta market and one branch office in Jacksonville, Florida. Our lending activities and the total of our nonperforming assets are significantly influenced by the local economic environments in Atlanta and Jacksonville. Our net interest margin is affected by prevailing interest rates, nonperforming assets and competition among financial institutions for loans and deposits. Atlanta’s and to a lesser extent Jacksonville’s economies continue to be negatively impacted by the weak real estate market. Management expects the economy to be stagnant through the first half of 2010 which will pressure earnings for the year. However, continued market turmoil will provide opportunities to attract new customer relationships, and talented and experienced bankers. We plan to pursue these opportunities on a selective basis.
          Our overall focus is on building shareholder value. Our mission is “to continue growth, improve earnings and increase shareholder value; to treat customers, employees, community and shareholders according to the Golden Rule; and to operate within a culture of strong internal controls.” The strong focus in 2010 will be on credit quality, expense controls, and modest quality loan growth.
Critical Accounting Policies
          Our accounting and reporting policies are in accordance with U.S. generally accepted accounting principles and conform to general practices within the financial services industry. Our financial position and results of operations are affected by management’s application of accounting policies, including estimates, assumptions, and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues, expenses, and related disclosures. Different assumptions in the application of these policies, or conditions significantly different from certain assumptions, could result in material changes in our consolidated financial position or consolidated results of operations. Our accounting policies are fundamental to understanding our consolidated financial position and consolidated results of operations. Our significant accounting policies are discussed in detail in Note 1 in the “Notes to Consolidated Financial Statements.” Significant accounting policies have been periodically discussed and reviewed with and approved by the Audit Committee of the Board of Directors and the Board of Directors.
          The following is a summary of our more critical significant accounting policies that are highly dependent on estimates, assumptions, and judgments.
     Allowance for Loan Losses
          The allowance for loan losses is established and maintained through provisions charged to operations. Such provisions are based on management’s evaluation of the loan portfolio, including loan portfolio concentrations, current economic conditions, the economic outlook, past loan loss experience, adequacy of underlying collateral, and such other factors which, in management’s judgment, deserve consideration in estimating loan losses. Loans are charged off when, in the opinion of management, such loans are deemed to be uncollectible. Subsequent recoveries are added to the allowance.
          A formal review of the allowance for loan losses is prepared at least monthly to assess the probable credit risk inherent in the loan portfolio and to determine the adequacy of the allowance for loan losses. For purposes of the monthly management review, the loan portfolio is separated by loan type and each loan type is treated as a homogeneous pool. In accordance with the Interagency Policy Statement on the Allowance for Loan and Lease Losses, the level of allowance required for each loan type is determined based upon historical charge-off experience and current economic trends. In addition to the homogenous pools of loans, every commercial, commercial real estate, SBA, and construction loan is assigned a risk rating using established credit policy guidelines. All nonperforming commercial, commercial real estate, SBA, and construction loans and loans deemed to have greater than normal risk characteristics are reviewed monthly by Credit Review to determine the level of additional allowance for loan losses, if any, required to be specifically assigned to these loans.
     Capitalized Servicing Assets and Liabilities
          The majority of our indirect automobile loan pools and certain residential mortgage and SBA loans are sold with servicing retained. When the contractually specific servicing fees on loans sold servicing retained are expected to be more than adequate compensation to a servicer for performing the servicing, a capitalized servicing asset is recognized. When the expected costs to a servicer for performing loan servicing are not expected to adequately compensate a servicer, a capitalized servicing liability is recognized. Servicing assets and servicing liabilities are amortized over the expected lives of the serviced loans utilizing the interest method. Management makes certain estimates and assumptions related to costs to service varying types of loans and pools of loans, the projected lives of loans and pools of loans sold servicing retained, and discount factors used in calculating the present values of servicing fees projected to be received.
          No less frequently than quarterly, management reviews the status of all loans and pools of loans sold with related capitalized servicing assets to determine if there is any impairment to those assets due to such factors as earlier than estimated repayments or significant prepayments. Any impairment identified in these assets will result in reductions in their carrying values and a corresponding increase in operating expenses.

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     Loan Related Revenue Recognition
          Loans are reported at principal amounts outstanding net of deferred fees and costs. Interest income and ancillary fees from loans are a primary source of revenue. Interest income is recognized in a manner that results in a level yield on principal amounts outstanding. Rate related loan fee income, loan origination, and commitment fees, and certain direct origination costs are deferred and amortized as an adjustment of the yield over the contractual lives of the related loans, taking into consideration assumed prepayments. The accrual of interest is discontinued when, in management’s judgment, it is determined that the collectibility of interest or principal is doubtful.
          For commercial, SBA, construction, and real estate loans, the accrual of interest is discontinued and the loan categorized as nonaccrual when, in management’s opinion, due to deterioration in the financial position or operations of the borrower, the full repayment of principal and interest is not expected, or principal or interest has been in default for a period of 90 days or more, unless the obligation is both well secured and in the process of collection. Commercial, SBA, construction, and real estate secured loans may be returned to accrual status when management expects to collect all principal and interest and the loan has been brought current. Interest received on well collateralized nonaccrual loans is recognized on the cash basis. If the commercial, SBA, construction or real estate secured loan is not well collateralized, payments are applied to reduce principal.
          Consumer loans are placed on nonaccrual upon becoming 90 days past due or sooner if, in the opinion of management, the full repayment of principal and interest is not expected. On consumer loans, any payment received on a loan on which the accrual of interest has been suspended is applied to reduce principal.
          When a loan is placed on nonaccrual, interest accrued during the current accounting period is reversed and interest accrued in prior periods, if significant, is charged off and adjustments to principal are made if the collateral related to the loan is deficient.
     Fair Value
          The primary financial instruments that the Company carries at fair value include investment securities, interest rate lock commitments (“IRLCs”), derivative instruments, and residential mortgage loans held-for-sale. Classification in the fair value hierarchy of financial instruments is based on the criteria set forth in FASB ASC 820-10-35.
          Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level measurements) and the lowest priority to unobservable inputs (level 3 measurements). A financial instrument’s level within the hierarchy is based on the lowest level of input that is significant to the fair value measurement.
          Investment Securities classified as available-for-sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. The investments in the Company’s portfolio are generally not quoted on an exchange but are actively traded in the secondary institutional markets.
          The Company classifies IRLCs on residential mortgage loans, which are derivatives under SFAS No. 133 now codified in ASC 815-10-15, on a gross basis within other liabilities or other assets. The fair value of these commitments, while based on interest rates observable in the market, is highly dependent on the ultimate closing of the loans. These “pull-through” rates are based on both the Company’s historical data and the current interest rate environment and reflect the Company’s best estimate of the likelihood that a commitment will ultimately result in a closed loan. As a result of the adoption of SAB No. 109, the loan servicing value is also included in the fair value of IRLCs.
          Derivative instruments are primarily transacted in the secondary mortgage and institutional dealer markets and priced with observable market assumptions at a mid-market valuation point, with appropriate valuation adjustments for liquidity and credit risk. For purposes of valuation adjustments to its derivative positions under FASB ASC 820-10-35, the Company has evaluated liquidity premiums that may be demanded by market participants, as well as the credit risk of its counterparties and its own credit.
          The credit risk associated with the underlying cash flows of instruments carried at fair value was a consideration in estimating the fair value of certain financial instruments. Credit risk was considered in the valuation through a variety of inputs, as applicable, including, the actual default and loss severity of the collateral, and level of subordination. The assumptions used to estimate credit risk applied relevant information that a market participant would likely use in valuing an instrument.
          The fair value of residential mortgage loans held-for-sale is based on what secondary markets are currently offering for portfolios with similar characteristics. As such, the Company classifies these loans as Level 2.

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          SBA and indirect loans held-for-sale are measured at the lower of cost or fair value. Fair value is based on recent trades for similar loan pools as well as offering prices for similar assets provided by buyers in the secondary market. If the cost of a loan is determined to be less than the fair value of similar loans, the impairment is recorded by the establishment of a reserve to reduce the value of the loan.
          Impaired loans are evaluated and valued at the time the loan is identified as impaired, at the lower of cost or fair value. Fair value is measured based on the value of the collateral securing these loans and is classified as a Level 3 in the fair value hierarchy. Collateral may include real estate or business assets, including equipment, inventory and accounts receivable. The value of real estate collateral is determined based on an appraisal by qualified licensed appraisers hired by the Company. If significant, the value of business equipment is based on an appraisal by qualified licensed appraisers hired by the Company, otherwise, the equipment’s net book value on the business’ financial statements is the basis for the value of business equipment. Inventory and accounts receivable collateral are valued based on independent field examiner review or aging reports. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business. Impaired loans are evaluated on at least a quarterly basis for additional impairment and adjusted accordingly.
          Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets. Subsequently, foreclosed assets are carried at the lower of carrying value or fair value less estimated selling costs. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the foreclosed asset as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the foreclosed asset as nonrecurring Level 3. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business.
          The majority of the indirect automobile loan pools and certain SBA and residential mortgage loans are sold with servicing retained. When the contractually specific servicing fees on loans sold servicing retained are expected to be more than adequate compensation to a servicer for performing the servicing, a capitalized servicing asset is recognized based on fair value. When the expected costs to a servicer for performing loan servicing are not expected to adequately compensate a servicer, a capitalized servicing liability is recognized based on fair value. Servicing assets and servicing liabilities are amortized over the expected lives of the serviced loans utilizing the interest method. Management makes certain estimates and assumptions related to costs to service varying types of loans and pools of loans, prepayment speeds, the projected lives of loans and pools of loans sold servicing retained, and discount factors used in calculating the present values of servicing fees projected to be received.
     Income Taxes
          We file a consolidated Federal income tax return, as well as tax returns in several states. Income taxes are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740-10-25, formerly known as SFAS No. 109, “Accounting for Income Taxes”. Under the liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Deferred tax assets are reviewed annually to assess the probability of realization of benefits in future periods or whether valuation allowances are appropriate. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Management has reviewed all evidence, both positive and negative, and concluded that a valuation allowance against the deferred tax asset is not needed at December 31, 2009. The calculation of the income tax provision is complex and requires the use of judgments and estimates in its determination.
Results of Operations
     2009 Compared to 2008
       Net Income
          Our net loss for the year ended December 31, 2009, was $3.9 million or $.71 basic and fully diluted loss per share. Net loss for the year ended December 31, 2008, was $12.2 million or $1.27 basic and fully diluted loss per share. The $8.4 million decrease in net loss in 2009 compared to 2008 was primarily due to a $7.8 million decrease in the provision for loan losses as a result of the recent positive economic trends affecting our loan portfolio including moderating asset quality and lower nonperforming assets.
          Net interest income increased during 2009 compared to 2008 as the average balance of interest-earning assets increased $110.9 million, compared to a $71.6 million increase in the average balance of interest-bearing liabilities. In addition, the net interest

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margin increased 11 basis points to 2.95%. Noninterest income increased by $16.3 million or 92.7% to $34.0 million in 2009 compared to 2008, primarily due to an increase in revenues from mortgage banking activities of $14.6 million, and an increase in securities gains of $4.0 million, offset in part by a $1.0 million decrease in indirect lending activities and an $851,000 decrease in other operating income. Noninterest expense increased $15.7 million or 32.2% in 2009 compared to 2008 primarily due to increases in salaries and employee benefits of $7.4 million, the cost of operation of other real estate of $3.5 million, other operating expenses of $1.1 million, FDIC insurance expense of $2.7 million and professional and other services of $1.1 million compared to 2008.
     Net Interest Income/Margin
          Taxable-equivalent net interest income was $52.0 million in 2009 compared to $46.9 million in 2008, an increase of $5.1 million or 10.9%. Average interest-earning assets in 2009 increased $110.9 million to $1.760 billion, a 6.7% increase when compared to 2008. Average interest-bearing liabilities increased $71.6 million to $1.569 billion, a 4.8% increase. The net interest margin increased by 11 basis points to 2.95% in 2009 when compared to 2008.
          Taxable-equivalent interest income decreased $6.5 million or 6.2% to $98.0 million during 2009 compared with 2008 as a result of a 77 basis point decrease in the yield on interest-earning assets somewhat offset by the net growth of $110.9 million or 6.7% in average interest-earning assets. The average balance of loans outstanding in 2009 decreased $29.8 million or 2.0% to $1.451 billion when compared to 2008. The yield on average loans outstanding decreased 52 basis points to 6.00% when compared to 2008, in large part due to decreasing yields on the consumer loan portfolio, consisting primarily of indirect automobile loans as well as significant increases in average nonperforming loans. The average balance of investment securities increased $89.1 million as principal payments on mortgage backed securities were more than offset by investment purchases during the year. Average interest-bearing deposits increased $52.5 million to $55.1 million and Federal funds sold decreased $947,000 or 7.9% to $11.0 million due to management’s decision to maintain higher levels of liquidity in light of the continuing credit and liquidity crisis.
          Interest expense in 2009 decreased $11.6 million or 20.2% to $46.0 million as a result of a $71.6 million or 4.8% growth in average interest-bearing liability balances, more than offset by a 92 basis point decrease in the cost of interest-bearing liabilities due to managements efforts to lower cost of funds by decreasing rates paid on deposits and to replace higher cost certificates of deposit with lower cost core deposits. Average total interest-bearing deposits increased $83.1 million or 6.3% to $1.400 billion during 2009 compared to 2008, while average borrowings decreased $11.5 million or 6.4% to $169.3 million. The increase in average total interest-bearing deposits was primarily due to an increase of $124.6 million in savings deposits offset by a decrease in demand accounts and time deposits.
          The cost of funds for subordinated debt decreased from 7.83% for 2008 to 6.89% in 2009 primarily as a result of Fidelity Southern Statutory Trust I and II which have floating rate indexes and decreased from 4.57% and 3.76%, respectively at December 31, 2008 to 3.35% and 2.14% at December 31, 2009.

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Average Balances, Interest and Yields
                                                                         
    For the Years Ended December 31,  
    2009     2008     2007  
    Average     Income/     Yield/     Average     Income/     Yield/     Average     Income/     Yield/  
    Balance     Expense     Rate     Balance     Expense     Rate     Balance     Expense     Rate  
    (Dollars in thousands)  
ASSETS
                                                                       
Interest-Earning Assets:
                                                                       
Loans, net of unearned income(1)(2)
                                                                       
Taxable
  $ 1,444,423     $ 86,643       6.00 %   $ 1,472,573     $ 96,009       6.52 %   $ 1,390,625     $ 105,222       7.57 %
Tax-exempt(3)
    6,817       395       5.93       8,493       581       6.97       12,837       1,052       8.20  
 
                                                           
Total loans
    1,451,240       87,038       6.00       1,481,066       96,590       6.52       1,403,462       106,274       7.57  
Investment securities
                                                                       
Taxable
    227,731       9,901       4.35       139,391       6,867       4.93       137,370       6,964       5.07  
Tax-exempt (4)
    14,760       898       6.09       13,975       833       5.96       6,782       390       5.75  
 
                                                           
Total Investment securities
    242,491       10,799       4.47       153,366       7,700       5.05       144,152       7,354       5.12  
Interest-bearing deposits
    55,149       139       .25       2,630       36       1.38       1,134       58       5.08  
Federal funds sold
    11,013       24       .22       11,960       179       1.49       4,855       243       5.01  
 
                                                           
Total interest-earning assets
    1,759,893       98,000       5.57       1,649,022       104,505       6.34       1,553,603       113,929       7.34  
Noninterest-Earning Assets:
                                                                       
Cash and due from banks
    25,900                       22,239                       23,383                  
Allowance for loan losses
    (33,632 )                     (22,610 )                     (14,644 )                
Premises and equipment
    18,725                       19,537                       18,875                  
Other real estate owned
    21,527                       12,624                       2,918                  
Other assets
    66,461                       57,682                       51,385                  
 
                                                                 
Total assets
  $ 1,858,874                     $ 1,738,494                     $ 1,635,520                  
 
                                                                 
 
                                                                       
LIABILITIES AND SHAREHOLDERS’ EQUITY
                                                                       
Interest-Bearing Liabilities:
                                                                       
Demand deposits
  $ 236,819       2,794       1.18     $ 271,429       6,226       2.29     $ 293,336       10,243       3.49  
Savings deposits
    333,865       6,963       2.09       209,301       6,043       2.89       203,529       8,881       4.36  
Time deposits
    829,229       28,864       3.48       836,049       36,453       4.36       749,803       38,778       5.17  
 
                                                           
Total interest-bearing deposits
    1,399,913       38,621       2.76       1,316,779       48,722       3.70       1,246,668       57,902       4.64  
Federal funds purchased
                      9,001       265       2.94       10,310       548       5.31  
Securities sold under agreements to repurchase
    29,237       390       1.33       34,924       921       2.64       21,674       657       3.03  
Other short-term borrowings
    6,407       227       3.54       25,393       879       3.46       24,516       1,111       4.54  
Subordinated debt
    67,527       4,650       6.89       67,527       5,284       7.83       54,478       4,945       9.08  
Long-term debt
    66,096       2,121       3.21       43,948       1,565       3.56       35,888       1,519       4.23  
 
                                                           
Total interest-bearing liabilities
    1,569,180       46,009       2.93       1,497,572       57,636       3.85       1,393,534       66,682       4.79  
 
                                                                 
Noninterest-Bearing Liabilities and Shareholders’ Equity:
                                                                       
Demand deposits
    142,656                       128,706                       130,835                  
Other liabilities
    14,425                       13,755                       14,092                  
Shareholders’ equity
    132,613                       98,461                       97,059                  
 
                                                                 
Total liabilities and shareholders’ equity
  $ 1,858,874                     $ 1,738,494                     $ 1,635,520                  
 
                                                                 
Net interest income/spread
          $ 51,991       2.64             $ 46,869       2.49             $ 47,247       2.55  
 
                                                                 
Net interest rate margin
                    2.95                       2.84                       3.04  
 
(1)   Fee income relating to loans is included in interest income.
 
(2)   Nonaccrual loans are included in average balances and income on such loans, if recognized, is recognized on a cash basis.
 
(3)   Interest income includes the effects of taxable-equivalent adjustments of $129,000, $192,000, and $350,000, for 2009, 2008, and 2007, respectively, using a combined tax rate of 35%.
 
(4)   Interest income includes the effects of taxable-equivalent adjustments of $288,000, $259,000 and $147,000 for 2009, 2008 and 2007, respectively, using a combined tax rate of 35%.

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Rate/Volume Analysis
                                                 
    2009 Compared to 2008 Variance     2008 Compared to 2007 Variance  
    Attributed to(1)     Attributed to(1)  
    Volume     Rate     Net Change     Volume     Rate     Net Change  
    (In thousands)  
Net Loans:
                                               
Taxable
  $ (1,807 )   $ (7,559 )   $ (9,366 )   $ 5,961     $ (15,174 )   $ (9,213 )
Tax-exempt(2)
    (106 )     (80 )     (186 )     (327 )     (145 )     (472 )
Investment Securities:
                                               
Taxable
    3,926       (892 )     3,034       102       (199 )     (97 )
Tax exempt(2)
    47       18       65       428       15       443  
Federal funds sold
    (13 )     (142 )     (155 )     191       (255 )     (64 )
Interest-bearing deposits
    156       (53 )     103       40       (62 )     (22 )
 
                                   
Total interest-earning assets
  $ 2,203     $ (8,708 )   $ (6,505 )   $ 6,395     $ (15,820 )   $ (9,425 )
 
                                   
 
                                               
Interest-Bearing Deposits:
                                               
Demand
  $ (715 )   $ (2,717 )   $ (3,432 )   $ (719 )   $ (3,299 )   $ (4,018 )
Savings
    2,921       (2,001 )     920       245       (3,083 )     (2,838 )
Time
    (295 )     (7,294 )     (7,589 )     4,158       (6,482 )     (2,324 )
 
                                   
Total interest-bearing deposits
    1,911       (12,012 )     (10,101 )     3,684       (12,864 )     (9,180 )
Federal funds purchased
    (132 )     (133 )     (265 )     (63 )     (221 )     (284 )
Securities sold under agreements to repurchase
    (131 )     (400 )     (531 )     359       (94 )     265  
Other short-term borrowings
    (671 )     19       (652 )     40       (272 )     (232 )
Subordinated debt
          (634 )     (634 )     1,082       (743 )     339  
Long-term debt
    723       (167 )     556       309       (263 )     46  
 
                                   
Total interest-bearing liabilities
  $ 1,700     $ (13,327 )   $ (11,627 )   $ 5,411     $ (14,457 )   $ (9,046 )
 
                                   
 
(1)   The change in interest due to both rate and volume has been allocated to the components in proportion to the relationship of the dollar amounts of the change in each.
 
(2)   Reflects fully taxable equivalent adjustments using a combined tax rate of 35%.
     Provision for Loan Losses
          Management’s policy is to maintain the allowance for loan losses at a level sufficient to absorb probable losses inherent in the loan portfolio. The allowance is increased by the provision for loan losses and decreased by charge-offs, net of recoveries.
          The provision for loan losses was $28.8 million in 2009, $36.6 million in 2008 and $8.5 million in 2007. Net charge-offs were $32.4 million in 2009 compared to $19.4 million in 2008 and $6.2 million in 2007. The decrease in the provision in 2009 compared to 2008 was primarily due to moderating asset quality and reductions in the level of nonperforming assets. In 2008, management increased provision for loan losses well in excess of charge-offs in response to the worsening economic climate and to continued deterioration in the Bank’s asset quality. In the second half of 2009, credit trends stabilized and we began to see some improvement in certain credit quality metrics such as nonperforming assets. At December 31, 2009 total nonperforming assets were $92.9 million compared to $115.2 million at December 31, 2008, a reduction of 22.3 million or 19.4%. Although we do not have a direct exposure to the subprime market, residential construction and development credit issues first surfacing with the subprime mortgage problems migrated to consumer loans, including our indirect automobile loan portfolio, during the second half of 2008 and continued in early 2009. The metropolitan Atlanta construction market continued its decline in 2009.
          The allowance for loan losses as a percentage of loans outstanding at the end of 2009, 2008, and 2007 was 2.33%, 2.43% and 1.19%, respectively. The allowance for loan losses as a percentage of loans decreased 10 basis points in 2009 in response to the stabilizing economy and the associated positive impact on consumer loans. Adversely classified assets to total assets improved from 8.25% at the end of 2008 to 6.97% at the end of 2009.
          For additional information on asset quality, refer to the discussions regarding loans, credit quality, nonperforming assets, and the allowance for loan losses.

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Analysis of the Allowance for Loan Losses
                                         
    December 31,  
    2009     2008     2007     2006     2005  
    (Dollars in thousands)  
Balance at beginning of year
  $ 33,691     $ 16,557     $ 14,213     $ 12,912     $ 12,443  
Charge-offs:
                                       
Commercial, financial and agricultural
    315       99       200       1       385  
SBA
    730       220             67        
Real estate-construction
    20,217       9,083       1,934              
Real estate-mortgage
    416       332       82       5       160  
Consumer installment
    11,622       10,841       5,301       3,616       2,890  
 
                             
Total charge-offs
    33,300       20,575       7,517       3,689       3,435  
Recoveries:
                                       
Commercial, financial and agricultural
    8       5       257       505       284  
SBA
    31       215             145        
Real estate-construction
    77       43       190              
Real estate-mortgage
    20       14       78       7       41  
Consumer installment
    745       882       836       733       679  
 
                             
Total recoveries
    881       1,159       1,361       1,390       1,004  
 
                             
Net charge-offs
    32,419       19,416       6,156       2,299       2,431  
Provision for loan losses
    28,800       36,550       8,500       3,600       2,900  
 
                             
Balance at end of year
  $ 30,072     $ 33,691     $ 16,557     $ 14,213     $ 12,912  
 
                             
 
                                       
Allowance for loan losses as a percentage of loans
    2.33 %     2.43 %     1.19 %     1.07 %     1.17 %
Ratio of net charge-offs during period to average loans outstanding, net
    2.44       1.36       .45       .19       .23  
          Consumer installment loan net charge-offs of $10.9 million increased 9.2% over charge-offs of $10.0 million in 2008. The majority of consumer installment loan charge-offs were related to indirect automobile loan repossessions and liquidations. The quarterly net charge-offs demonstrated a moderating trend in 2009. Quarterly indirect net charge-offs beginning with the third quarter of 2008 through the fourth quarter of 2009 were $3.0 million, $3.2 million, $3.5 million, $2.6 million, $2.2 million and $2.5 million, respectively.
          Real estate construction loan net charge-offs were $20.1 million in 2009 compared to $9.0 million in 2008. These charge-offs were related to residential construction builders and were attributed to the slow down in housing construction and sales. Based on recent trends in the economy and a smaller balance of construction loans outstanding, management believes the real estate construction loan charge-offs will decrease in 2010 as compared to 2009. We will continue to closely monitor the activity and trends in the residential housing construction portfolio as well as the rest of the loan portfolio.
     Noninterest Income
          Noninterest income for 2009 was $34.0 million compared to $17.6 million in 2008, a 92.7% increase. This increase was primarily due to an increase in revenues from mortgage banking and securities gains, somewhat offset by decreases in indirect lending and other operating income.
          Income from mortgage banking activities increased $14.6 million to $15.0 million during 2009 compared to 2008. In the first quarter of 2009, management made the strategic decision to expand the mortgage banking operation by hiring 58 former employees of an Atlanta based mortgage company which had closed down operations. During 2009, we continued to hire employees for our mortgage operation. As a result of this expansion and favorable mortgage interest rates, the Bank originated approximately $846 million in mortgage loans during 2009 compared to approximately $20 million in 2008. Origination fee income in 2009 was $3.7 million compared to $144,000 in 2008. Gain on loans sold increased from $148,000 in 2008 to $7.1 million in 2009. In addition, on January 1, 2009 the Bank elected under ASC 825-10-25 to value its loans held-for-sale at fair value. This valuation along with the mark to market on the derivatives associated with interest rate lock commitments and related hedges resulted in the recognition of a mark to market gain of $2.0 million during 2009. Other fee income associated with the mortgage banking activities was $2.2 million in 2009 compared to $48,000 in 2008.
          Securities gain income increased $4.0 million to $5.3 million in 2009 compared to $1.3 million in 2008. The increase is a result of the Bank repositioning the investment portfolio as part of the interest rate, cash flow, and capital risk rating strategies. The Bank sold 33 securities during 2009 compared to six in 2008.

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          Income from indirect lending activities for 2009, which includes both net gains from the sales of indirect automobile loans and servicing and ancillary loan fees on loans sold, decreased $1.0 million or 19.1% to $4.2 million compared to $5.2 million for 2008. The decrease was due primarily to a decrease in loan sales in 2009 compared to 2008. There were service retained sales of $57.5 million of indirect automobile loans in 2009 compared to sales of $99.3 million in 2008 with $75.3 million sold servicing retained. Income from indirect automobile lending activities is an important source of our noninterest income and is heavily driven by investor purchases at favorable volume and pricing, movements in interest rates, competitive pricing, and current loan production, which varies with significant changes in automobile sales and manufacturers’ marketing packages in our markets. In the second half of 2009, management did begin to see more interest in loan purchases and higher gains on sales.
          Other operating income decreased $851,000 to $683,000 in 2009 compared to 2008 because of lower gains on sale of fixed assets and ORE, lower retail brokerage fee income, and lower insurance sales commissions. Brokerage fee income decreased because of the recessionary economy. Insurance commissions decreased due to lower production. Gains on sale of ORE decreased because of smaller gains on the sales of foreclosed properties. In addition a parcel of land owned by the Bank was sold for a gain in 2008 which did not reoccur in 2009.
     Noninterest Expense
          Noninterest expense during 2009 increased $15.7 million or 32.2% to $64.6 million when compared to 2008, due primarily to increases in salaries and employee benefits related to growth in the mortgage division, the cost of operation of other real estate because of an increased amount of foreclosed properties, other operating expenses, higher FDIC insurance premiums and higher professional and other services.
          Salaries and benefits expense increased $7.4 million or 28.8% in 2009 compared to 2008. The increase was primarily due to the higher commissions and salaries associated with the expansion of the mortgage division during 2009 and the hiring of new lenders in the SBA, Commercial, Private Banking and Indirect divisions of the Bank.
          The cost of operation of other real estate, which was $6.9 million in 2009, increased $3.5 million compared to 2008. The increase was a result of higher foreclosed assets held by the Bank during 2009. The average ORE balance increased 70.5% to $21.5 million in 2009 compared to $12.6 million in 2008. The cost of operation of other real estate is made up of $3.9 million in provision for other real estate losses, $1.6 million in foreclosure related expenses and $1.4 million in maintenance, real estate taxes, and other related expenses.
          Other operating expenses were $7.1 million in 2009 and $1.1 million or 17.9% higher than 2008 as a result the 2008 reversal of $415,000 in accrued expenses related to the reserve for Fidelity’s estimated proportional share of a settlement of the Visa litigation with Discover Financial Services which did not reoccur in 2009, higher other insurance expense related to the higher premiums, higher credit reports and appraisal fee expenses which increased $245,000 in 2009 to $652,000 due to the higher mortgage loan activity associated with the expansion of the mortgage division, and increased placement fees.
          Other significant variances include FDIC insurance expense which increased $2.6 million due to growth in deposits and a special assessment of five basis points totaling $863,000 in the second quarter of 2009. Management expects FDIC premiums to trend higher for the foreseeable future as bank closures are expected to continue into 2010. Professional and other services expense increased $1.1 million or 28.6% to $4.9 million in 2009 compared to 2008 primarily due to higher legal fees associated with SBA and indirect lending, and higher outside services related to the mortgage division expansion.
     Provision for Income Taxes
          The provision for income taxes benefit for 2009 and 2008 was $4.0 million and $9.1 million, respectively, with effective tax rates of 50.6% and 42.7%, respectively. The income tax benefit recorded in 2009 was primarily the result of a pretax loss as well as the recognition of state income tax credits earned during the year. The full benefit of the current year loss has been recognized due to the availability of sufficient income in the previous two years allowing the carryback of these losses for both Federal and state purposes. Management has reviewed all evidence, both positive and negative, and concluded that a valuation allowance against the deferred tax asset is not needed at December 31, 2009.
2008 Compared to 2007
     Net Income
          Our net loss for the year ended December 31, 2008, was $12.2 million or $1.27 basic and fully diluted loss per share. Net income for the year ended December 31, 2007, was $6.6 million or $.69 basic and fully diluted earnings per share. The $18.9 million decrease in net income in 2008 compared to 2007 was primarily due to a $28.l million increase in the provision for loan losses as a result of increased charge-offs and nonperforming assets.

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          Net interest income decreased during 2008 compared to 2007 as the average balance of interest-earning assets increased $95.4 million, resulting in an increase in interest income, more than offset by a 20 basis point decline in the net interest margin. Noninterest income decreased by $275,000 or 1.5% to $17.6 million in 2008 compared to 2007, primarily due to a decrease in revenues from SBA lending activities of $1.2 million, and a decrease in other income of $375,000, offset in part by a $1.3 million gain from the mandatory redemption of 29,267 shares of Visa, Inc. upon Visa’s initial public offering. Noninterest expense increased $1.6 million or 3.5% in 2008 compared to 2007 primarily due to increases in the cost of operation of other real estate of $3.2 million and FDIC insurance expense of $818,000 compared to 2007 partially offset by reductions in Visa litigation accruals of $1.0 million, fraud losses, placement fees, and various other expenses.
     Net Interest Income/Margin
          Taxable-equivalent net interest income was $46.9 million in 2008 compared to $47.3 million in 2007, a decrease of $378,000 or .8%. Average interest-earning assets in 2008 increased $95.4 million to $1.649 billion, a 6.1% increase when compared to 2007. Average interest-bearing liabilities increased $104.0 million to $1.497 billion, a 7.5% increase. The net interest rate margin decreased by 20 basis points to 2.84% in 2008 when compared to 2007.
          Tax-equivalent interest income decreased $9.4 million or 8.3% to $104.5 million during 2008 compared with 2007 as a result of a 100 basis point decrease in the yield on interest-earning assets somewhat offset by the net growth of $95.4 million or 6.1% in average interest-earning assets. The average balance of loans outstanding in 2008 increased $77.6 million or 5.5% to $1.481 billion when compared to 2008. The yield on average loans outstanding decreased 105 basis points to 6.52% when compared to 2007, in large part due to decreasing yields on the consumer loan portfolio, consisting primarily of indirect automobile loans as well as significant increases in nonperforming loans. The average balance of investment securities increased $9.2 million as principal payments on mortgage backed securities were more than offset by investment purchases during the year. Average Federal funds sold increased $7.1 million or 146.3% to $12.0 million and interest-bearing deposits increased $1.5 million or 131.9% to $2.6 million due to management’s decision to maintain higher levels of liquidity.
          Interest expense in 2008 decreased $9.0 million or 13.6% to $57.6 million as a result of a $104.0 million or 7.5% growth in average interest-bearing liability balances, more than offset by a 94 basis point decrease in the cost of interest-bearing liabilities due to decreasing prevailing interest rates as the Federal Reserve aggressively lowered interest rates during 2008. Average total interest-bearing deposits increased $70.1 million or 5.6% to $1.317 billion during 2008 compared to 2007, while average borrowings increased $33.9 million or 23.1% to $180.8 million. The increase in average total interest-bearing deposits was primarily due to an increase of $86.2 million in average time deposits as customers sought higher yields as overall interest rates fell.
          The cost of funds for subordinated debt decreased from 9.08% for 2007 to 7.83% in 2008 primarily as a result of the full year effect of the addition of $20.0 million in trust preferred securities which have a five year fixed rate of 6.62% then convert to a floating rate at 140 basis points over three-month LIBOR. In addition, Fidelity Southern Statutory Trust I and II have floating rate indexes which decreased from 8.30% and 7.58%, respectively at December 31, 2007 to 4.57% and 3.76% at December 31, 2008.
     Provision for Loan Losses
          The provision for loan losses was $36.6 million in 2008, $8.5 million in 2007 and $3.6 million in 2006. Net charge-offs were $19.4 million in 2008 compared to $6.2 million in 2007 and $2.3 million in 2006. The increase in the provision in 2008 compared to 2007 was primarily due to charge-offs and charge-downs on residential construction and indirect automobile loans due to deteriorating credit quality.
          The allowance for loan losses as a percentage of loans outstanding at the end of 2008, 2007, and 2006 was 2.43%, 1.19% and 1.07%, respectively. The allowance for loan losses as a percentage of loans increased in 2008 in response to the housing downturn, the worsening economy and its negative impact on consumer loans, resulting in declining credit quality and increased charge-offs. Adversely classified assets to total assets increased from 2.83% at the end of 2007 to 8.25% at the end of 2008.
          Consumer installment loan net charge-offs of $10.0 million increased 123.0% over charge-offs of $4.5 million in 2007. The majority of consumer installment loan charge-offs were related to indirect automobile loan repossessions and liquidations.
          Real estate construction loan net charge-offs were $9.0 million in 2008 compared to $1.7 million in 2007. These charge-offs were related to residential construction builders and were attributed to the slow down in housing construction and sales.
     Noninterest Income
          Noninterest income for 2008 was $17.6 million compared to $17.9 million in 2007, a 1.5% decrease. This decrease was primarily due to a decrease in revenues from SBA lending, and other operating income somewhat offset by a $1.3 million gain from the mandatory redemption of 29,267 shares of Visa, Inc.

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          Income from SBA lending activities which includes gains from the sale of SBA loans and ancillary fees on loans sold with servicing retained, totaled $1.3 million for 2008, compared to $2.4 million for 2007. The decrease was due to lower sales in 2008 as a result of the continuing volatility in credit markets, particularly with respect to SBA 504 loans. Loans sold decreased from $40.0 million in 2007 to $18.2 million which included no SBA 504 loan sales in 2008.
          Other operating income decreased $375,000 to $1.5 million in 2008 compared to 2007 because of lower retail brokerage fee income, and lower insurance sales commissions somewhat offset by higher gains on sale of other real estate. Brokerage fee income decreased because of both the slowing economy and a restructuring of the Bank’s brokerage division. Insurance commissions decreased due to lower production. Gains on sale of ORE increased because of the increased volume of foreclosed properties and the related sales.
          Income from indirect lending activities for 2008 decreased $222,000 or 4.1% to $5.2 million compared to $5.4 million for 2007. The decrease was due primarily to a decrease in loan sales in 2008 compared to 2007. There were sales of $99.3 million of indirect automobile loans in 2008 with $75.3 million sold servicing retained, compared to sales of $176.3 million in 2007 with $157.3 million sold servicing retained.
     Noninterest Expense
          Noninterest expense during 2008 increased $1.6 million or 3.5% to $48.8 million when compared to 2007, due primarily to increases in the cost of operation of other real estate of $3.3 million as the Bank experienced write-downs and other expenses related to the increase in ORE. The average ORE balance increased to $12.6 million in 2008 compared to $2.9 million in 2007. FDIC insurance premiums increased $818,000 or 395.2% due to higher deposits and premiums related to the expiration of a one-time assessment credit.
          Somewhat offsetting these increases was a decrease in other operating expenses of $2.7 million or 30.7% to $6.0 million due to a $1.0 million reduction in expense related to the Bank’s proportional share of Visa litigation expenses under our indemnification obligation as a Visa member bank. In addition, there were decreases in placement fees due to fewer new hires, fraud losses, dealer track application expense due to fewer indirect loan originations, travel related expenses, and other various expenses.
     Provision for Income Taxes
          The provision for income taxes (benefit) expense for 2008 and 2007 was $(9.1) million and $2.4 million, respectively, with effective tax rates of (42.7)% and 26.2%, respectively. The income tax benefit recorded in 2008 was primarily the result of a pretax loss as well as the recognition of state income tax credits earned during the year. The full benefit of the current year loss has been recognized due to the availability of sufficient income in the previous two years allowing the carryback of these losses for both Federal and state purposes.
Financial Condition
          We manage our assets and liabilities to maximize long-term earnings opportunities while maintaining the integrity of our financial position and the quality of earnings. To accomplish this objective, management strives for efficient management of interest rate risk and liquidity needs. The primary objectives of interest-sensitivity management are to minimize the effect of interest rate changes on the net interest margin and to manage the exposure to risk while maintaining net interest income at acceptable levels. Liquidity is provided by our attempt to carefully structure our balance sheet and through unsecured and secured lines of credit with other financial institutions, the Federal Home Loan Bank of Atlanta (the “FHLB”), and the Federal Reserve Bank of Atlanta (the “FRB”).
          The Asset/Liability Management Committee (“ALCO”) meets regularly to, among other things, review our interest rate sensitivity positions and our balance sheet mix, monitor our capital position and ratios, review our product offerings and pricing, including rates, fees and charges, monitor our funding needs and sources, and assess our current and projected liquidity.
Market Risk
          Our primary market risk exposures are interest rate risk, credit risk and liquidity risk. We have little or no risk related to trading accounts, commodities, or foreign exchange.
          Interest rate risk, which encompasses price risk, is the exposure of a banking organization’s financial condition and earnings ability to withstand adverse movements in interest rates. Accepting this risk can be an important source of profitability and shareholder value; however, excessive levels of interest rate risk can pose a significant threat to assets, earnings, and capital. Accordingly, effective risk management that maintains interest rate risk at prudent levels is essential to our success.

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          ALCO, which includes senior management representatives, monitors and considers methods of managing the rate and sensitivity repricing characteristics of the balance sheet components consistent with maintaining acceptable levels of changes in portfolio values and net interest income with changes in interest rates. The primary purposes of ALCO are to manage our interest rate risk consistent with earnings and liquidity, to effectively invest our capital, and to preserve the value created by our core business operations. Our exposure to interest rate risk compared to established tolerances is reviewed on at least a quarterly basis by our Board of Directors.
          Evaluating a financial institution’s exposure to changes in interest rates includes assessing both the adequacy of the management process used to control interest rate risk and the organization’s quantitative levels of exposure. When assessing the interest rate risk management process, we seek to ensure that appropriate policies, procedures, management information systems, and internal controls are in place to maintain interest rate risk at prudent levels with consistency and continuity. Evaluating the quantitative level of interest rate risk exposure requires us to assess the existing and potential future effects of changes in interest rates on our consolidated financial condition, including capital adequacy, earnings, liquidity, and, where appropriate, asset quality.
          Interest rate sensitivity analysis, referred to as Equity at Risk, is used to measure our interest rate risk by computing estimated changes in earnings and in the net present value of our cash flows from assets, liabilities, and off-balance sheet items in the event of a range of assumed changes in market interest rates. Net present value represents the market value of portfolio equity and is equal to the market value of assets minus the market value of liabilities, with adjustments made for off-balance sheet items. This analysis assesses the risk of loss in market risk sensitive instruments in the event of a sudden and sustained 200, 300, and 400 basis point increases or decreases in market interest rates. In addition, management reviews the impact of various yield curve scenarios on earnings and cash flows.
          We utilize a statistical research firm specializing in the banking industry to provide various quarterly analyses and special analyses, as requested, related to our current and projected financial performance, including rate shock analyses. Data sources for this and other analyses include quarterly FDIC Call Reports and the Federal Reserve Y-9C, management assumptions, statistical loan portfolio information, industry norms and financial markets data. For purposes of evaluating rate shock, rate change induced sensitivity tables are used in determining the timing and volume of repayment, prepayment, and early withdrawals.
          Earnings and fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Assumptions have been made as to appropriate discount rates, prepayment speeds, expected cash flows, and other variables. Changes in assumptions significantly affect the estimates and, as such, the derived earnings and fair value may not be indicative of the negotiable value in an actual sale or comparable to that reported by other financial institutions. In addition, the fair value estimates are based on existing financial instruments without attempting to estimate the value of anticipated future business. The tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates. Our policy states that a negative change in net present value (equity at risk) as a result of an immediate and sustained 200 basis point increase or decrease in interest rates should not exceed the lesser of 2% of total assets or 15% of total regulatory capital. It also states that a similar increase or decrease in interest rates should not negatively impact net interest income or net income by more than 5% or 15%, respectively.
          The following schedule reflects an analysis of our assumed market value risk and earnings risk inherent in our interest rate sensitive instruments related to immediate and sustained interest rate variances of 200 basis points, both above and below current levels (rate shock analysis). It also reflects the estimated effects on net interest income and net income over a one-year period and the estimated effects on net present value of our assets, liabilities, and off-balance sheet items as a result of an immediate and sustained increase or decrease of 200 basis points in market rates of interest as of December 31, 2009 and 2008:
Rate Shock Analysis
                                 
    December 31, 2009     December 31, 2008  
    +200 Basis     -200 Basis     +200 Basis     -200 Basis  
Market Rates of Interest   Points     Points     Points     Points  
    (Dollars in thousands)  
Change in net present value
  $ (9,953 )   $ 25,869     $ (7,550 )   $ 15,640  
 
                       
Change as a percent of total assets
    (.54 )%     1.40 %     (.43 )%     .89 %
 
                       
Change as a percent of regulatory equity
    (4.76 )%     12.38 %     (3.54 )%     7.34 %
 
                       
Percent change in net interest income
    5.35 %     (4.29 )%     (1.97 )%     (2.62 )%
 
                       
Percent change in net income
    17.35 %     (13.90 )%     (7.68 )%     (10.28 )%
 
                       

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          The rate shock analysis at December 31, 2009, indicated that the effects of an immediate and sustained decrease of 200 basis points in market rates of interest would fall within policy parameters and approved tolerances for equity at risk, net interest income and net income. The effect of an immediate and sustained increase in rates would fall slightly outside of policy parameters.
          We have historically been asset sensitive to six months, however, we have been liability sensitive from six months to one year, largely mitigating the potential negative impact on net interest income and net income over a full year from a sudden and sustained decrease in interest rates. Likewise, historically the potential positive impact on net interest income and net income of a sudden and sustained increase in interest rates is reduced over a one-year period as a result of our liability sensitivity in the six-month to one-year time frame.
          As discussed above, the negative impact of an immediate and sustained 200 basis point increase in market rates of interest on the net present value (equity at risk) was slightly outside of established tolerances at December 31, 2009, and somewhat higher than that at December 31, 2008, primarily because of the increased sensitivity in our investment security portfolio. Also, the negative impact of an immediate and sustained 200 basis point decrease in market rates of interest on net interest income and net income was within established tolerances but reflected an increase in interest rate sensitivity at December 31, 2009, compared to year-end 2008. We follow FDIC guidelines for non-maturity deposits such as interest-bearing transaction and savings accounts in the interest rate sensitivity (gap) analysis; therefore, this analysis does not reflect the full impact of rapidly rising or falling market rates of interest on these accounts compared to the results of the rate shock analysis presented.
          Rate shock analysis provides only a limited, point in time view of interest rate sensitivity. The gap analysis also does not reflect factors such as the magnitude (versus the timing) of future interest rate changes and asset prepayments. The actual impact of interest rate changes upon earnings and net present value may differ from that implied by any static rate shock or gap measurement. In addition, net interest income and net present value under various future interest rate scenarios are affected by multiple other factors not embodied in a static rate shock or gap analysis, including competition, changes in the shape of the Treasury yield curve, divergent movement among various interest rate indices, and the speed with which interest rates change.
     Interest Rate Sensitivity
          The major elements used to manage interest rate risk include the mix of fixed and variable rate assets and liabilities and the maturity and repricing patterns of these assets and liabilities. It is our policy not to invest in derivatives outside of our mortgage hedging process. We perform a quarterly review of assets and liabilities that reprice and the time bands within which the repricing occurs. Balances generally are reported in the time band that corresponds to the instrument’s next repricing date or contractual maturity, whichever occurs first. However, fixed rate indirect automobile loans, mortgage backed securities, and residential mortgage loans are primarily included based on scheduled payments with a prepayment factor incorporated. Through such analyses, we monitor and manage our interest sensitivity gap to minimize the negative effects of changing interest rates.
          The interest rate sensitivity structure within our balance sheet at December 31, 2009, indicated a cumulative net interest sensitivity asset gap of 7.34% when projecting out one year. In the near term, defined as 90 days, there was a cumulative net interest sensitivity asset gap of 23.58% at December 31, 2009. When projecting forward six months, there was a net interest sensitivity asset gap of 16.21%. This information represents a general indication of repricing characteristics over time; however, the sensitivity of certain deposit products may vary during extreme swings in the interest rate cycle (see “Market Risk”). Since all interest rates and yields do not adjust at the same velocity, the interest rate sensitivity gap is only a general indicator of the potential effects of interest rate changes on net interest income. Our policy states that the cumulative gap at six months and one year should generally not exceed 15% and 10%, respectively. Our cumulative gap at one year is well within this guideline. The interest rate shock analysis is generally considered to be a better indicator of interest rate risk.
          The following table illustrates our interest rate sensitivity gap at December 31, 2009, as well as the cumulative position at December 31, 2009. All amounts are categorized by their actual maturity or repricing date with the exception of non-maturity deposit accounts. As a result of prior experience during periods of rate volatility and management’s estimate of future rate sensitivities, we allocate the non-maturity deposit accounts noted below, based on the estimated duration of those deposits:

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Interest Rate Sensitivity Analysis
                                                                         
    Repricing Within  
    0-30     31-60     61-90     91-120     121-150     151-180     181-365     Over One        
    Days     Days     Days     Days     Days     Days     Days     Year     Total  
                            (Dollars in thousands)                          
Interest-Earning Assets:
                                                                       
Investment securities
  $ 1,355     $ 1,344     $ 1,334     $ 28,092     $ 1,316     $ 11,308     $ 36,193     $ 82,068     $ 163,010  
Loans
    441,507       38,464       27,356       26,177       24,628       24,274       178,353       529,100       1,289,859  
Loans held-for-sale
    68,653       36,219       12,045       2,045       2,045       5,112       5,112             131,231  
Federal funds sold
    428                                                 428  
Due from banks — interest-earning
    159,606                                                 159,606  
 
                                                     
Total interest-earning assets
    671,549       76,027       40,735       56,314       27,989       40,694       219,658       611,168       1,744,134  
 
                                                     
 
                                                                       
Interest-Bearing Liabilities:
                                                                       
Demand deposit accounts
    7,876       7,876       7,876       2,625       2,625       2,625       15,751       110,258       157,512  
Savings and NOW accounts
    44,060       44,060       44,060       14,687       14,687       14,687       88,119       176,238       440,598  
Money market accounts
    16,833       16,833       16,833       5,611       5,611       5,611       33,666       151,496       252,494  
Time deposits >$100,000
    16,948       16,489       19,554       13,841       29,228       37,851       77,936       45,602       257,449  
Time deposits <$100,000
    33,097       25,865       23,366       20,471       28,895       49,206       133,362       128,413       442,675  
Long-term debt
                25,774                               41,753       67,527  
Short-term borrowings
    6,137       1,918       1,598       3,729       946       675       25,422       1,444       41,869  
 
                                                     
Total interest-bearing liabilities
    124,951       113,041       139,061       60,964       81,992       110,655       374,256       655,204       1,660,124  
 
                                                     
Interest sensitivity gap
  $ 546,598     $ (37,014 )   $ (98,326 )   $ (4,650 )   $ (54,003 )   $ (69,961 )   $ (154,598 )   $ (44,036 )   $ 84,010  
 
                                                     
Cumulative gap at 12/31/09
  $ 546,598     $ 509,584     $ 411,258     $ 406,608     $ 352,605     $ 282,644     $ 128,046     $ 84,010          
 
                                                       
Ratio of cumulative gap to total interest-earning assets at 12/31/09
    31.34 %     29.22 %     23.58 %     23.31 %     20.22 %     16.21 %     7.34 %     4.82 %        
Ratio of interest sensitive assets to interest sensitive liabilities at 12/31/09
    537.45 %     67.26 %     29.29 %     92.37 %     34.14 %     36.78 %     58.69 %     93.28 %        
Liquidity
     Liquidity is defined as the ability to meet anticipated customer demands for funds under credit commitments and deposit withdrawals at a reasonable cost and on a timely basis. Management measures the liquidity position by giving consideration to both on-balance sheet and off-balance sheet sources of and demands for funds on a daily and weekly basis.
     Management seeks to maintain a stable net liquidity position while optimizing operating results, as reflected in net interest income, the net yield on earning assets, and the cost of interest-bearing liabilities in particular. ALCO meets regularly to review the current and projected net liquidity positions and to review actions taken by management to achieve this liquidity objective. While the desired level of liquidity will vary depending on a number of factors, it is the primary goal of Fidelity to maintain a sufficient level of liquidity in both normal operating conditions and in periods of market or industry stress. Levels of total liquidity, short-term liquidity, and short-term liquidity sources will be important in 2010 based on projected core loan growth and projected SBA and indirect automobile loan production and sales.
     Sources of liquidity include cash and cash equivalents, net of Federal requirements to maintain reserves against deposit liabilities; investment securities eligible for sale or pledging to secure borrowings from dealers and customers pursuant to securities sold under agreements to repurchase (“repurchase agreements”); loan repayments; loan sales; deposits and certain interest-sensitive deposits; brokered deposits; a collateralized contingent line of credit at the FRB Discount Window; a collateralized line of credit from the FHLB; and, borrowings under unsecured overnight Federal funds lines available from correspondent banks. The principal demands for liquidity are new loans, anticipated fundings under credit commitments to customers, and deposit withdrawals.
     The Company has limited liquidity, and it relies primarily on interest and dividends from subsidiaries equity, subordinated debt, and trust preferred securities, interest income, management fees, and dividends from the Bank as sources of liquidity. Interest and dividends from subsidiaries ordinarily provide a source of liquidity to a bank holding company. The Bank pays interest to Fidelity on the Bank’s subordinated debt and its short-term investments in the Bank and cash dividends on its preferred stock and common stock. Under the regulations of the GDBF, bank dividends may not exceed 50% of the prior year’s net earnings without approval from the GDBF. If dividends received from the Bank were reduced or eliminated, our liquidity would be adversely affected. The Bank’s net liquid asset ratio, defined as Federal funds sold, investments maturing in 30 days, unpledged securities, available unsecured Federal funds lines of credit, FHLB borrowing capacity and available brokered certificates of deposit divided by total assets increased from 13.1% at December 31, 2008 to 18.8% at December 31, 2009. The improvement is due to higher Federal funds sold and free investments as a result of core deposit growth and management’s decision to maintain a higher level of liquidity.

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     In addition to cash and cash equivalents and the availability of brokered deposits, as of December 31, 2009, we had the following sources of available unused liquidity:
         
    December 31,  
    2009  
    (In thousands)  
Unpledged securities
  $ 36,000  
FHLB advances
    3,000  
FRB lines
    196,000  
Unsecured Federal funds lines
    32,000  
Additional FRB line based on eligible but unpledged collateral
    164,000  
 
     
Total sources of available unused liquidity
  $ 431,000  
 
     
     Net cash flows from operating activities primarily result from net income adjusted for the following noncash items: the provision for loan losses, depreciation, amortization, and the lower of cost or market adjustments, if any. Net cash flows provided by operating activities in 2009 were positively impacted by proceeds from sales of loans of $850.5 million and negatively impacted primarily by $917.4 million in loans originated for resale, and an increase in other assets of $20.0 million. Net cash flows used in investing activities were negatively impacted primarily by $215.7 million of cash outflows for purchases of investment securities available-for-sale. In addition, the net cash flows used in investing activities were positively impacted by net cash inflows from proceeds from the sale of investment securities of $156.4 million, maturities and calls of investment securities available-for-sale of $53.7 million and a net decrease in loans of $38.4 million. Net cash flows provided by financing activities were positively impacted by increases in transactional accounts of $303.8 million, offset in part by a decrease of $196.7 million in time deposits.
Contractual Obligations and Other Commitments
     The following schedule provides a summary of our financial commitments to make future payments, primarily to fund loan and other credit obligations, long-term debt, and rental commitments primarily for the lease of branch facilities, the operations center, the SBA lending office, and the commercial lending, construction lending, and executive offices as of December 31, 2009. Payments for borrowings do not include interest. Payments related to leases are based on actual payments specified in the underlying contracts. Loan commitments, lines of credit, and letters of credit are presented at contractual amounts; however, since many of these commitments are “revolving” commitments as discussed below and many are expected to expire unused or partially used, the total amount of these commitments does not necessarily reflect future cash requirements.
                                         
    Commitment Maturity or Payment Due by Period  
    Commitments             More Than 1     3 Years or        
    or Long-term     1 Year or     Year but Less     More but Less     5 Years or  
    Borrowings     Less     Than 3 Years     Than 5 Years     More  
                    (In thousands)                  
Home equity lines
  $ 46,071     $ 3,767     $ 9,114     $ 5,954     $ 27,236  
Construction
    67,968       67,968                    
Acquisition and development
    940       940                    
Commercial
    58,811       48,023       5,848       4,877       63  
SBA
    5,461       1,801       3,660              
Mortgage
    37,019       37,019                    
Letters of Credit
    4,209       3,979       230              
Lines of Credit
    1,734       563       20             1,151  
 
                             
Total financial commitments(1)
    222,213       164,060       18,872       10,831       28,450  
Subordinated debt(2)
    67,527                         67,527  
Long-term borrowings(3)
    50,000                   50,000        
Rental commitments(4)
    7,594       2,675       2,219       2,085       615  
Purchase obligations(5)
    4,118       1,651       1,980       487        
 
                             
Total commitments and long-term borrowings
  $ 351,452     $ 168,386     $ 23,071     $ 63,403     $ 96,592  
 
                             
 
(1)   Financial commitments include both secured and unsecured obligations to fund. Certain residential construction and acquisition and development commitments relate to “revolving” commitments whereby payments are received as individual homes or parcels are sold; therefore, the outstanding balances at any one time will be less than the total commitment. Construction loan commitments in excess of one year have provisions to convert to term loans at the end of the construction period.
 
(2)   Subordinated debt is comprised of five trust preferred security issuances. We have no obligations related to the trust preferred security holders other than to remit periodic interest payments and to remit principal and interest due at maturity. Each trust preferred security provides us the opportunity to prepay the securities at specified dates from inception, the fixed rate issues with declining premiums based on the time outstanding or at par after designated periods for all issues.
 
(3)   All long-term borrowings are collateralized with investment grade securities or with pledged real estate loans.
 
(4)   Leases and other rental agreements typically have renewal options either at predetermined rates or market rates on renewal.
 
(5)   Purchase obligations include significant contractual obligations under legally enforceable contracts with contract terms that are both fixed and determinable with initial terms greater than one year. The majority of these amounts are primarily for services, including core processing systems and telecommunications maintenance.

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Off-Balance Sheet Arrangements
     We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers, and to reduce our own exposure to fluctuations in interest rates. These financial instruments, which include commitments to extend credit and letters of credit, involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. The contract or notional amounts of these instruments reflect the extent of involvement we have in particular classes of financial instruments.
     Our exposure to credit loss, in the event of nonperformance by customers for commitments to extend credit and letters of credit, is represented by the contractual or notional amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for recorded loans. Loan commitments and other off-balance sheet exposures are evaluated by the Credit Review department quarterly and reserves are provided for risk as deemed appropriate.
     Commitments to extend credit are agreements to lend to customers as long as there is no violation of any condition established in the agreement. Substantially all of our commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan funding. We minimize our exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures. Thus, we will deny funding a commitment if the borrower’s financial condition deteriorates during the commitment period, such that the customer no longer meets the pre-established conditions of lending. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.
     Standby and import letters of credit are commitments issued by us to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans or lines of credit to customers. We hold collateral supporting those commitments as deemed necessary.
Loans
     During 2009, total loans outstanding, which included loans held-for-sale, decreased $22.8 million or 1.6% to $1.421 billion when compared to 2008. While the Bank’s total loan production increased to $1.6 billion in 2009 compared to $844 million in 2008, there was also an increase in charge-offs and the sale of $850.5 million in loans. The decrease in loans was the result of an $81.5 million or 12.0% decrease in consumer installment loans, consisting primarily of indirect automobile loans, to $597.8 million because of reduced volume due to the ongoing economic recession. Construction loans decreased $90.4 million or 36.9% to $154.8 million. Contributing to the decline were significant construction loan charge-offs, foreclosures and payoffs, which more than offset loan production. Also, commercial, financial and agricultural loans, including SBA loans, decreased $26.5 million or 18.2% to $119.0 million. Somewhat offsetting these decreases were increases in real estate mortgage loans of $15.5 million or 13.4% to $131.0 million, and increases in commercial real estate loans, including SBA loans, of $84.8 million or 41.9% to $287.4 million.
     Loans held-for-sale increased $75.4 million or 135.0% to $131.2 million primarily due to a $79.9 million increase in mortgage loans held-for-sale to $80.9 million due to the 2009 expansion of the Bank’s mortgage lending division. In addition, indirect automobile loans held-for-sale increased $15.0 million. Somewhat offsetting the increases was a $19.5 million or 48.9% decrease in SBA loans held-for-sale to $20.4 million. The fluctuations in the held-for-sale balances are due to loan production levels and demands of loan investors.

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Loans, by Category      
    December 31,  
    2009     2008     2007     2006     2005  
    (In thousands)  
Loans:
                                       
Commercial, financial and agricultural
  $ 113,604     $ 137,988     $ 107,325     $ 107,992     $ 88,532  
Tax exempt commercial
    5,350       7,508       9,235       14,969       7,572  
Real estate-mortgage-commercial
    287,354       202,516       189,881       163,275       104,996  
 
                             
Total commercial
    406,308       348,012       306,441       286,236       201,100  
Real estate-construction
    154,785       245,153       282,056       306,078       257,789  
Real estate-mortgage-residential
    130,984       115,527       93,673       91,652       85,086  
Consumer installment
    597,782       679,330       706,188       646,790       555,194  
 
                             
Loans
    1,289,859       1,388,022       1,388,358       1,330,756       1,099,169  
Allowance for loan losses
    (30,072 )     (33,691 )     (16,557 )     (14,213 )     (12,912 )
 
                             
Loans, net of allowance
  $ 1,259,787     $ 1,354,331     $ 1,371,801     $ 1,316,543     $ 1,086,257  
 
                             
 
                                       
Total Loans:
                                       
Loans
  $ 1,289,859     $ 1,388,022     $ 1,388,358     $ 1,330,756     $ 1,099,169  
Loans Held-for-Sale:
                                       
Residential mortgage
    80,869       967       1,412       321       1,045  
Consumer installment
    30,000       15,000       38,000       43,000       26,000  
SBA
    20,362       39,873       24,243       14,947       3,563  
 
                             
Total loans held-for-sale
    131,231       55,840       63,655       58,268       30,608  
 
                             
Total loans
  $ 1,421,090     $ 1,443,862     $ 1,452,013     $ 1,389,024     $ 1,129,777  
 
                             
                                 
Loan Maturity and Interest Rate Sensitivity      
    December 31, 2009  
    Within One     One Through     Over Five        
    Year     Five Years     Years     Total  
    (In thousands)  
Loan Maturity:
                               
Commercial, financial and agricultural
  $ 65,410     $ 50,596     $ 2,948     $ 118,954  
Real estate – construction
    143,852       10,918       15       154,785  
 
                       
Total
  $ 209,262     $ 61,514     $ 2,963     $ 273,739  
 
                       
 
                               
Interest Rate Sensitivity:
                               
Selected loans with:
                               
Predetermined interest rates:
                               
Commercial, financial and agricultural
  $ 58,548     $ 50,596     $ 2,948     $ 112,093  
Real estate – construction
    48,211       10,918       15       59,144  
Floating or adjustable interest rates:
                               
Commercial, financial and agricultural
    6,862                   6,862  
Real estate – construction
    95,641                   95,641  
 
                       
Total
  $ 209,262     $ 61,514     $ 2,963     $ 273,739  
 
                       
Construction Loans
     Total construction loan advances remained fairly stable increasing from $22.6 million for the year ended December 31, 2008, to $23.0 million for the year ended December 31, 2009. Payoffs and transfers to OREO decreased from $126.4 million for the year ended December 31, 2008, to $110.3 million for the year ended December 31, 2009. The following table represents the number of houses and lots financed with our Construction loan area as of December 31, 2008 and 2009, and the activity for the two year period ended December 31, 2009.

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    Number of Houses   Number of Lots
    Total   Atlanta   Florida   Total   Atlanta   Florida
January 1, 2008
    700       494       206       2,138       864       1,274  
Advances
    255       69       186       57       20       37  
Loans Paid-out/Principal payments
    (289 )     (83 )     (206 )     (201 )     (95 )     (106 )
Loans transferred to ORE
    (143 )     (140 )     (3 )     (55 )     (55 )      
 
                                               
December 31, 2008
    523       340       183       1,939       734       1,205  
 
                                               
 
                                               
Advances
    327       81       246       47       31       16  
Loans Paid-out/Principal payments
    (424 )     (156 )     (268 )     (197 )     (78 )     (119 )
Loans transferred to ORE
    (51 )     (46 )     (5 )     (172 )     (95 )     (77 )
 
                                               
December 31, 2009
    375       219       156       1,617       592       1,025  
 
                                               
Credit Quality
     Credit quality risk in the loan portfolio provides our highest degree of risk. We manage and control risk in the loan portfolio through adherence to standards established by the Board of Directors and senior management, combined with a commitment to producing quality assets, monitoring loan performance, developing profitable relationships, and meeting the strategic loan quality and growth targets. Our credit policies establish underwriting standards, place limits on exposures, which include concentrations and commitments, and set other limits or standards as deemed necessary and prudent. Also included in the policy, primarily determined by the amount and type of loan, are various approval levels, ranging from the branch or department level to those that are more centralized. We maintain a diversified portfolio intended to spread risk and reduce exposure to economic downturns, which may occur in different segments of the economy or in particular industries. Industry and loan type diversification is reviewed at least quarterly.
     Management has taken numerous steps to reduce credit risk in the loan portfolio and to strengthen the credit risk management team and processes. A special assets group was organized in 2008 to evaluate potential nonperforming loans, to properly value nonperforming assets, and to facilitate the timely disposition of these assets while minimizing losses to the Company. In addition, all credit policies have been reviewed and revised as necessary, and experienced managers are in place and have

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strengthened all lending areas and Credit Administration. Because of moderating asset quality trends, particularly in our consumer indirect lending portfolio, and a reduction in the level of nonperforming assets, the provision for loan losses for the year ended December 31, 2009, decreased to $28.8 million compared to a $36.6 million for the year ended December 31, 2008. Net charge-offs in 2009 increased to $32.4 million compared to $19.4 million during 2008, largely due to an increase in real estate construction and indirect lending charge-offs. This increase is a function of the slowing housing market and the recession in general and its impact on consumers. The decrease in loan loss provision is a result of a reduction in nonperforming assets which peaked in the first quarter of 2009 at an average of $123.8 million and have decreased each quarter since. It is also related to decreasing charge-offs in the consumer indirect lending portfolio of loans which at December 31, 2009, made up 43.6% of the total loan portfolio. Indirect loans 60-89 days delinquent decreased 44.7% from December 31, 2008 to December 31, 2009. Nonaccrual indirect loan balances decreased 18.5% from December 31, 2008 to December 31, 2009. Repossessed vehicles decreased 30.9% from $2.0 million at December 31, 2008 to $1.4 million at December 31, 2009. Management recorded a total of $65.4 million in provision for loan losses in 2008 and 2009 compared to net charge-offs of $51.8 million over the same period, so for every dollar of net charge-offs, we recorded $1.26 in provision for loan losses. The allowance for loan losses as a percentage of loans was 2.33% as of the end of 2009 compared to 2.43% at the end of 2008 which in addition to the explanations above, is also a result of management’s decision in the fourth quarter of 2009 to charge-off specific reserves previously accrued for certain construction loans.
     The Credit Review Department (“Credit Review”) regularly reports to senior management and the Loan and Discount Committee of the Board regarding the credit quality of the loan portfolio, as well as trends in the portfolio and the adequacy of the allowance for loan losses. Credit Review monitors loan concentrations, production, loan growth, as well as loan quality, and independent from the lending departments, reviews risk ratings and tests credits approved for adherence to our lending standards. Finally, Credit Review also performs ongoing, independent reviews of the risk management process and adequacy of loan documentation. The results of its reviews are reported to the Loan and Discount Committee of the Board. The consumer collection function is centralized and automated to ensure timely collection of accounts and consistent management of risks associated with delinquent accounts.
Nonperforming Assets
     Nonperforming assets consist of nonaccrual loans, troubled debt restructured loans, if any, repossessions, and other real estate. Nonaccrual loans are loans on which the interest accruals have been discontinued when it appears that future collection of principal or interest according to the contractual terms may be doubtful. Troubled debt restructured loans are those loans whose terms have been modified, because of economic or legal reasons related to the debtors’ financial difficulties, to provide for a reduction in principal, change in terms, or modification of interest rates to below market levels. The Bank had $3.3 million in troubled debt restructured loans at December 31, 2009, all of which were included in nonaccrual loans. Repossessions include vehicles and other personal property that have been repossessed as a result of payment defaults on indirect automobile loans and commercial loans.
                                         
Nonperforming Assets      
    December 31,  
    2009     2008     2007     2006     2005  
    (Dollars in thousands)  
Nonaccrual loans
  $ 69,743     $ 98,151     $ 14,371     $ 4,587     $ 1,993  
Repossessions
    1,393       2,016       2,512       937       819  
Other real estate
    21,780       15,063       7,308              
 
                             
Total nonperforming assets
  $ 92,916     $ 115,230     $ 24,191     $ 5,524     $ 2,812  
 
                             
Loans past due 90 days or more and still accruing
  $     $     $ 23     $     $  
 
                             
Ratio of loans past due 90 days or more and still accruing to total loans
    %     %     %     %     %
Ratio of nonperforming assets to total loans, repossessions and ORE
    6.43       7.89       1.65       .40       .25  
     The decrease in nonperforming assets from December 31, 2008, to December 31, 2009, was primarily driven by decreases in nonaccrual loans somewhat offset by increases in other real estate, over 90% of the aggregate balances of which are secured by real estate. Management believes it has been proactive in charging down and charging off these nonperforming assets as appropriate. Management’s assessment of the overall loan portfolio is that loan quality and performance are stabilizing. Management is being aggressive in evaluating credit relationships and proactive in addressing problems.
     When a loan is classified as nonaccrual, to the extent collection is in question, previously accrued interest is reversed and interest income is reduced by the interest accrued in the current year. If any portion of the accrued interest was accrued in a previous period, accrued interest is reduced and a charge for that amount is made to the allowance for loan losses. For 2009, the gross amount of interest income that would have been recorded on nonaccrual loans, if all such loans had been accruing interest at the original contract rate, was approximately $3.4 million compared to $1.6 million and $188,000 during 2008 and 2007, respectively. For additional information on nonaccrual loans see “Critical Accounting Policies – Allowance for Loan Losses.”

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Allowance for Loan Losses
     As discussed in “Critical Accounting Policies – Allowance for Loan Losses,” the allowance for loan losses is established and maintained through provisions charged to operations. Such provisions are based on management’s evaluation of the loan portfolio including current economic conditions, loan portfolio concentrations, the economic outlook, past loan loss experience, adequacy of underlying collateral, and such other factors which, in management’s judgment, deserve consideration in estimating loan losses. Loans are charged off when, in the opinion of management, such loans are deemed to be uncollectible. Subsequently, recoveries are added to the allowance.
     For all loan categories, historical loan loss experience, adjusted for changes in the risk characteristics of each loan category, current trends, and other factors, is used to determine the level of allowance required. Additional amounts are allocated based on the possible losses of individual impaired loans and the effect of economic conditions on both individual loans and loan categories. Since the allocation is based on estimates and subjective judgment, it is not necessarily indicative of the specific amounts of losses that may ultimately occur.
     In determining the allocated allowance, all portfolios are treated as homogenous pools. The allowance for loan losses for the homogenous pools is allocated to loan types based on historical net charge-off rates adjusted for any current changes in these trends. Within the commercial, commercial real estate, and business banking portfolios, every nonperforming loan and loans having greater than normal risk characteristics are not treated as homogenous pools and are individually reviewed for a specific allocation. The specific allowance for these individually reviewed loans is based on a specific loan impairment analysis.
     In determining the appropriate level for the allowance, management ensures that the overall allowance appropriately reflects a margin for the imprecision inherent in most estimates of the range of probable credit losses. This additional allowance, if any, is reflected in the unallocated portion of the allowance.
     At December 31, 2009, the allowance for loan losses was $30.1 million, or 2.33% of loans compared to $33.7 million, or 2.43% of loans at December 31, 2008. Net charge-offs as a percent of average loans outstanding was 2.44% in 2009 compared to 1.36% for 2008.
     The table below presents the allocated loan loss reserves by loan type as of December 31, 2009 and 2008.
                         
    December 31,     Increase  
    2009     2008     (Decrease)  
    (In thousands)  
SBA
  $ 1,610     $ 1,531     $ 79  
Real estate – mortgage – commercial
    3,858       4,056       (198 )
Real estate – construction
    11,436       11,042       394  
Real estate – mortgage – residential
    1,093       599       494  
Consumer installment loans
    10,772       15,364       (4,592 )
Unallocated
    1,303       1,099       204  
 
                 
 
  $ 30,072     $ 33,691     $ (3,619 )
 
                 
     The allocated allowance for real estate construction loans increased $394,000 to $11.4 million at December 31, 2009, when compared to 2008, primarily due to a higher reserve factor for construction lending as a result of the high level of charge-offs in 2009. The increase was somewhat offset by a reduction in the total construction loan portfolio and a decrease in non-performing construction loans. Total construction loans decreased $90.4 million during 2009 to $154.8 million compared to $245.2 million at the end of 2008. The allowance allocated to indirect automobile loans decreased $4.6 million or 29.9% to $10.8 million from $15.4 million at the end of 2008. The decrease is primarily the result of positive trends in asset quality indicators and a decrease in loans outstanding. The allowance allocated to real estate-mortgage loans increased to $1.1 million at December 31, 2009 compared to $599,000 at December 31, 2008. The increase is primarily a result of increased loans outstanding at December 31, 2009 compared to December 31, 2008.
     The unallocated allowance increased $204,000 to $1.3 million at December 31, 2009, compared to year-end 2008 based on management’s assessment of losses inherent in the loan portfolio and not reflected in specific allocations. See “Provisions for Loan Losses.”
     The Bank does not originate or portfolio any option ARM loans where borrowers have the ability to make payments which do not cover the interest due plus principal amortization. In addition, the Bank does not portfolio high loan-to-value ratio mortgages, interest only residential mortgage loans, subprime loans or loans with initial teaser rates. There are no significant geographic concentrations of loans within our markets.

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Allocation of the Allowance for Loan Losses                  
    December 31, 2009     December 31, 2008     December 31, 2007  
    Allowance     %*     Allowance     %*     Allowance     %*  
    (Dollars in thousands)  
Commercial, financial and agricultural(1)
  $ 5,468       31.50 %   $ 5,587       25.07 %   $ 4,228       22.07 %
Real estate – construction
    11,436       12.00       11,042       17.66       2,776       20.32  
Real estate – mortgage–residential
    1,093       10.15       599       8.32       562       6.75  
Consumer installment
    10,772       46.35       15,364       48.95       8,196       50.86  
Unallocated
    1,303             1,099             795        
 
                                   
Total
  $ 30,072       100.00 %   $ 33,691       100.00 %   $ 16,557       100.00 %
 
                                   
                                 
    December 31, 2006     December 31, 2005  
    Allowance     %*     Allowance     %*  
            (Dollars in thousands)          
Commercial, financial and agricultural(1)
  $ 5,226       21.51 %   $ 3,717       18.30 %
Real estate – construction
    2,580       23.00       2,331       23.45  
Real estate – mortgage–residential
    521       6.89       610       7.74  
Consumer installment
    5,223       48.60       4,892       50.51  
Unallocated
    394             1,093        
 
                       
Total
  $ 13,944       100.00 %   $ 12,643       100.00 %
 
                       
 
*   Percentage of respective loan type to loans.
 
(1)   Includes allowance allocated for real estate–mortgage–commercial loans and SBA loans.
Investment Securities
     The levels of taxable and tax free municipal securities and short-term investments reflect our strategy of maximizing portfolio yields within overall asset and liability management parameters while providing for pledging and liquidity needs. Investment securities other than the investment in FHLB stock, on an amortized cost basis totaled $156 million and $151 million at December 31, 2009 and 2008, respectively. The increase of $5 million in investments at December 31, 2009, compared to December 31, 2008, was attributable to management’s decision to better position the portfolio for future changes in interest rates and execute cash flow and capital risk rating strategies. The Bank entered into a leveraged purchase transaction in first quarter of 2009 to generate additional marginal net interest income to offset the cost of dividends associated with the TARP preferred stock sold in the fourth quarter of 2008. The Bank purchased approximately $128 million in FNMA and GNMA mortgage-backed securities in February and March of 2009. The securities purchased were partially funded with $30 million in long-term fixed rate FHLB advances and excess liquidity generated from growth in deposits. In the second quarter, the Company purchased an $800,000 municipal security.
     In the third and fourth quarters of 2009, the Company made several investment purchases and sales in an effort to marginally extend the maturity of the portfolio in order to improve investment yields, to enact tax strategies to divest itself of municipal securities whose tax properties were no longer beneficial, and to improve the risk based capital requirement profile of the investment portfolio. The Company sold 33 mortgage backed and municipal securities with an amortized cost basis of $151 million. The Company purchased $43 million in GNMA mortgage backed securities and $44 million in FHLMC and FNMA mortgage backed securities and FHLB callable debt.
     Decreasing the size of the investment portfolio were principal paydowns on mortgage-backed securities of $50 million, and the maturity of a FHLB discount bond for $10 million.
     The estimated weighted average life of the securities portfolio was 8.0 years at December 31, 2009, compared to 7.2 years at December 31, 2008. At December 31, 2009, approximately $137 million based on the amortized cost of investment securities were classified as available-for-sale, compared to $127 million based on the amortized cost at December 31, 2008. The net unrealized loss on these securities available-for-sale at December 31, 2009, was $103,000 before taxes, compared to a net unrealized loss of $2.2 million before taxes at December 31, 2008. The unrealized loss positions associated with the mortgage backed securities and municipal securities resulted not from credit quality issues, but from market interest rate increases over the interest rates prevalent at the time the securities were purchased, and are considered temporary.
     At December 31, 2009 and 2008, we classified all but $19.3 million and $24.8 million, respectively, of our investment securities as available-for-sale. We maintain a relatively high percentage of our investment portfolio as available-for-sale for possible liquidity needs related primarily to loan production, while held-to-maturity securities are primarily utilized for pledging as collateral for public deposits and other borrowings.

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Distribution of Investment Securities
                                                 
                    December 31,        
    2009     2008     2007  
    Amortized Cost     Fair Value     Amortized Cost     Fair Value     Amortized Cost     Fair Value  
                    (In thousands)                  
U.S. Treasury securities and obligations of U.S. Government corporations and agencies
  $ 63,674     $ 63,119     $ 9,830     $ 9,954     $ 5,000     $ 5,007  
Municipal securities
    11,706       11,407       15,222       14,384       10,985       11,050  
Mortgage backed securities-agency
    80,966       82,333       126,340       129,878       117,525       115,819  
 
                                   
Total
  $ 156,346     $ 156,859     $ 151,392     $ 154,216     $ 133,510     $ 131,876  
 
                                   
     The following table depicts the maturity distribution of investment securities and average yields as of December 31, 2009 and 2008. All amounts are categorized by their expected repricing date. The expected maturities may differ from the contractual maturities of mortgage backed securities because the mortgage holder of the underlying mortgage loans has the right to prepay their mortgage loans without prepayment penalties. The expected maturities may differ from the contractual maturities of callable agencies and municipal securities because the issuer has the right to redeem the callable security at predetermined prices at specified times prior to maturity.
Maturity Distribution of Investment Securities and Average Yields(1)
                                                 
          December 31, 2009             December 31, 2008    
                    Average                     Average  
    Amortized Cost     Fair Value     Yield(1)     Amortized Cost     Fair Value     Yield(1)  
    (Dollars in thousands)  
Available-for-Sale:
                                               
U.S. Treasury securities and obligations of U.S. Government corporations and agencies:
                                               
Due in less than one year
  $ 63,674     $ 63,119       3.71 %   $ 9,830     $ 9,954       2.58 %
 
                                               
Municipal securities(2)
                                               
Due after one year through five years
    1,642       1,626       5.68       3,012       2,889       5.45  
Due five years through ten years
    3,311       3,312       5.45       4,962       4,889       5.37  
Due after ten years
    6,753       6,469       5.81       7,248       6,606       5.84  
 
                                               
Mortgage backed securities
                                               
Due after one year through five years
    37,124       37,986       4.65       101,547       104,411       5.08  
Due five years through ten years
    24,516       24,405       4.69                      
 
                                       
 
  $ 137,020     $ 136,917             $ 126,599     $ 128,749          
 
                                       
 
                                               
Held-to-Maturity:
                                               
Mortgage backed securities
                                               
Due after one year through five years
  $ 19,326     $ 19,942       4.91 %   $ 24,661     $ 25,334       4.92 %
Due five years through ten years
                      132       133       5.20  
 
                                       
 
  $ 19,326     $ 19,942             $ 24,793     $ 25,467          
 
                                       
 
(1)   Weighted average yields are calculated on the basis of the carrying value of the security.
 
(2)   Interest income includes the effects of taxable equivalent adjustments of $288,000 in 2009 and $259,000 in 2008.
Deposits and Funds Purchased
     Total deposits increased $107.0 million or 7.4% during 2009 to $1.551 billion at December 31, 2009, from $1.444 billion at December 31, 2008, due primarily to an increase in savings deposits of $241.1 million or 120.9% to $440.6 million, an increase in interest-bearing demand deposits of $43.8 million or 21.0% to $252.5 million and an increase in non-interest bearing demand deposits of $18.9 million or 13.6% to $157.5 million. Other time deposits decreased $136.6 million or 23.6% to $442.7 million and time deposits $100,000 and over decreased $60.1 million or 18.9% to $257.5 million. As interest rates stabilized at historically low levels in 2009, many customers fearing locking in low certificate of deposit rates, put their money into savings accounts which pay

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competitive rates but allow the depositor the flexibility to access the funds when necessary. Management encouraged this behavior by offering promotional interest rates to help manage the duration of the Bank’s deposit liabilities and projected liquidity. These promotional rates on money market accounts typically provide a higher interest rate for the first 90 days before reverting to the normal rate. The increase in noninterest-bearing demand deposits was in part due to an increase in the number of transaction accounts as the result of continued benefits from the transaction account acquisition initiative continued in 2009, and in part due to unlimited deposit insurance coverage available through June 30, 2010, for noninterest-bearing transaction accounts through the FDIC’s Temporary Liquidity Guarantee Program.
     Average interest-bearing deposits during 2009 increased $83.1 million over 2008 average balances to $1.400 billion, as a result of customers seeking the security of FDIC insurance protection. The average balance of savings deposits increased $124.6 million to $333.9 million, while the average balance of interest-bearing demand deposits decreased $34.6 million to $236.8 million, and the average balance of time deposits decreased $6.8 million to $829.2 million. Core deposits, obtained from a broad range of customers, and our largest source of funding, consist of all interest-bearing and noninterest-bearing deposits except time deposits over $100,000 and brokered deposits. Brokered deposits totaled $99.0 million and $189.8 million at December 31, 2009 and 2008, respectively, and are included in other time deposit balances in the consolidated balance sheets. As core deposits grew during 2009, higher cost maturing brokered certificates of deposit were allowed to mature without being replaced. The average balance of interest-bearing core deposits was $960.8 million and $845.3 million during 2009 and 2008, respectively.
     Noninterest-bearing deposits are comprised of certain business accounts, including correspondent bank accounts and escrow deposits, as well as individual accounts. Average noninterest-bearing demand deposits totaling $142.7 million represented 12.9% of average core deposits in 2009 compared to an average balance of $128.7 million or 13.2% in 2008. The average amount of, and average rate paid on, deposits by category for the periods shown are presented in the following table:
Selected Statistical Information for Deposits
                                                 
                    December 31,                
    2009     2008         2007      
    Average Amount     Rate     Average Amount     Rate     Average Amount     Rate  
                    (Dollars in thousands)                  
Noninterest-bearing demand deposits
  $ 142,656       %   $ 128,706       %   $ 130,835       %
Interest-bearing demand deposits
    236,819       1.18       271,429       2.29       293,336       3.49  
Savings deposits
    333,865       2.09       209,301       2.89       203,529       4.36  
Time deposits
    829,229       3.48       836,049       4.36       749,803       5.17  
 
                                         
Total average deposits
  $ 1,542,569       2.50     $ 1,445,485       3.37     $ 1,377,503       4.20  
 
                                         
Maturity Distribution of Time Deposits
                         
        December 31, 2009    
    Other     $100,000 or More     Total  
            (In thousands)          
Three months or less
  $ 81,627     $ 52,991     $ 134,618  
Over three through six months
    98,572       80,920       179,492  
Over six through 12 months
    133,362       77,936       211,298  
Over one through two years
    79,993       32,569       112,562  
Over two through three years
    4,818       1,167       5,985  
Over three through four years
    14,477       11,767       26,244  
Over four through five years
    15,622       100       15,722  
Over five years
    14,204             14,204  
 
                 
Total
  $ 442,675     $ 257,450     $ 700,125  
 
                 
Short-Term Debt
     FHLB short-term borrowings totaled $27.5 million at December 31, 2009, and were drawn on a collateralized line with $2.5 million maturing April 5, 2010 at 2.64% and $25.0 million maturing November 5, 2010 at 4.06%. All FHLB advances are collateralized with qualifying residential, home equity, and commercial real estate mortgage loans and, from time to time, agency notes or agency mortgage backed securities. FHLB short-term borrowings totaled $2.5 million at December 31, 2008, and were drawn on a collateralized line maturing April 6, 2009 at a rate of 2.44%.

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     Other short-term borrowings totaled approximately $41.9 million and $55.0 million at December 31, 2009 and 2008, respectively, consisting of the FHLB short-term borrowings listed above, and $14.4 million and $52.5 million, respectively, in overnight repurchase agreements primarily with commercial customers at an average rate of .45% and 1.78%, resspectively.
     There were no Federal funds purchased outstanding at December 31, 2009 or December 31, 2008.
Schedule of Short-Term Borrowings(1)
                                         
    Maximum Outstanding             Average Interest             Weighted Average  
Years Ended December 31,   at Any Month-End     Average Balance     Rate During Year     Ending Balance     Interest Rate at Year-End  
            (Dollars in thousands)                  
2009
  $ 52,047     $ 35,644       1.73 %   $ 41,869       2.74 %
2008
    106,348       69,318       2.98       55,017       1.81  
2007
    79,163       56,500       4.10       75,954       3.44  
 
(1)   Consists of Federal funds purchased, securities sold under agreements to repurchase, long-term borrowings within a year to maturity, and borrowings from the FHLB that mature either overnight or on a remaining fixed maturity not to exceed one year.
Subordinated Debt and Other Long-Term Debt
     The Company had approximately $117.5 million and $115.0 million of subordinated debt and other long-term debt outstanding at December 31, 2009 and 2008, respectively. Approximately $67.5 million in trust preferred securities, classified as subordinated debt, including approximately $2.0 million in subordinated debt incurred to acquire stock in the trust preferred subsidiaries were outstanding at December 31, 2009 and 2008. The Company also had $50.0 million and $47.5 million at December 31, 2009 and 2008, respectively, in Federal Home Loan Bank Advances.
     The $2.5 million or 2.2% increase in long-term debt at December 31, 2009 compared to December 31, 2008 is a result of an investment transaction initiated in 2009. In March of 2009, the Bank entered into a leveraged purchase transaction to generate additional marginal net interest income to offset the cost of dividends associated with the preferred stock sold in the fourth quarter of 2008. The Bank purchased approximately $128 million in FNMA and GNMA mortgage backed securities in February and March of 2009. The securities purchase was partially funded with two $15 million long-term fixed rate FHLB advances. Offsetting this increase were the reclassifications of two borrowings, one totaling $25 million and the other $2.5 million, from long-term to short-term. The long-term advances are discussed below.
     On March 12, 2008, the Company entered into a $5.0 million four year FHLB fixed rate advance collateralized with pledged qualifying real estate loans and maturing March 12, 2012. The advance bears interest at 3.2875%. The Bank may prepay the advance subject to a prepayment penalty. However, should the FHLB receive compensation from its hedge parties upon a prepayment, that compensation would be payable to the Bank less an administrative fee.
     On March 12, 2008, the Company entered into a $5.0 million five year FHLB European convertible advance collateralized with pledged qualifying real estate loans and maturing March 12, 2013. The advance had an interest rate of 2.395% at December 31, 2009. The FHLB has the one time option on March 12, 2010 to convert the interest rate from a fixed rate to a variable rate based on three-month LIBOR plus a spread charged by the FHLB to its members for an adjustable rate credit advance with the same remaining maturity.
     On March 12, 2008, the Company entered into a $5.0 million five year FHLB European convertible advance collateralized with pledged qualifying real estate loans and maturing March 12, 2013. The advance had an interest rate of 2.79% at December 31, 2009. The FHLB has the one time option on March 14, 2011 to convert the interest rate from a fixed rate to a variable rate based on three-month LIBOR plus a spread charged by the FHLB to its members for an adjustable rate credit advance with the same remaining maturity.
     On April 3, 2008, the Company entered into a $2.5 million five year FHLB European convertible advance collateralized with pledged qualifying real estate loans and maturing April 3, 2013. The advance had an interest rate of 2.40% at December 31, 2009. The FHLB has the one time option on April 5, 2010 to convert the interest rate from a fixed rate to a variable rate based on three-month LIBOR plus a spread charged by the FHLB to its members for an adjustable rate credit advance with the same remaining maturity.
     On April 1, 2008, the Company entered into a $2.5 million four year FHLB Fixed Rate advance collateralized with pledged qualifying real estate loans and maturing April 2, 2012. The advance had an interest rate of 3.24% at December 31, 2009.

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     On April 4, 2008, the Company entered into a $2.5 million two year FHLB Fixed Rate advance collateralized with pledged qualifying real estate loans and maturing April 5, 2010. The advance had an interest rate of 2.64% at December 31, 2009. This advance was reclassified to short-term borrowings in 2009.
     On November 5, 2007, the Company entered into a $25 million three year FHLB European Convertible Advance collateralized with pledged qualifying real estate loans and maturing November 5, 2010. The advance bears interest at 4.06% and had a one time FHLB conversion option in November of 2008. Under the provisions of the advance, which the FHLB did not exercise, the FHLB had the option to convert the advance into a three-month LIBOR based floating rate advance. This advance was reclassified to short-term borrowings in 2009.
     On March 12, 2009, the Company entered into a $15 million three year FHLB Fixed Rate advance collateralized with pledged qualifying real estate loans and maturing April 13, 2012. The advance had an interest rate of 2.56% at December 31, 2009.
     On March 9, 2009, the Company entered into a $15 million four year FHLB Fixed Rate advance collateralized with pledged qualifying real estate loans and maturing March 11, 2013. The advance had an interest rate of 2.90% at December 31, 2009.
     If the Bank should decide to prepay any of the convertible advances above prior to conversion by the FHLB, it will be subject to a prepayment penalty. However, should the FHLB receive compensation from its hedge parties upon a prepayment, that compensation would be payable to the Bank less an administrative fee. Also, should the FHLB decide to exercise its option to convert the advances to variable rate, the Bank can prepay the advance on the conversion date and each quarterly interest payment date thereafter with no prepayment penalty.
     On August 20, 2007, we issued $20 million in fixed-floating rate capital securities of Fidelity Southern Statutory Trust III with a liquidation value of $1,000 per security. Interest is fixed at 6.62% for five years and then converts to a floating rate, which will adjust quarterly at a rate per annum equal to the three-month LIBOR plus 1.40%. The issuance has a final maturity of 30 years, but may be redeemed with regulatory approval at any distribution payment date on or after September 15, 2012, or at any time upon certain events, such as a change in the regulatory treatment of the trust preferred securities, at the redemption price of 100%, plus accrued and unpaid interest, if any.
     On March 17, 2005, we issued $10 million in floating rate capital securities of Fidelity Southern Statutory Trust II with a liquidation value of $1,000 per security. Interest is adjusted quarterly at a rate per annum equal to the three-month LIBOR plus 1.89%. The capital securities had an initial rate of 4.87% and a rate of 2.14% and 3.76% at December 31, 2009 and December 31, 2008, respectively. The issuance has a final maturity of 30 years, but may be redeemed at any distribution payment date on or after March 17, 2010, at the redemption price of 100%.
     On June 26, 2003, we issued $15 million in Floating Rate Capital Securities of Fidelity Southern Statutory Trust I with a liquidation value of $1,000 per security. Interest is adjusted quarterly at a rate per annum equal to the three-month LIBOR plus 3.10%. The capital securities had an initial rate of 4.16%, with the provision that prior to June 26, 2008, the rate will not exceed 11.75%. The rates in effect on December 31, 2009 and 2008, were 3.35% and 4.57%, respectively. The issuance has a final maturity of 30 years, but may be redeemed at any distribution payment date on or after June 26, 2008, at the redemption price of 100%.
     On July 27, 2000, we issued $10.0 million of 11.045% Fixed Rate Capital Trust Preferred Securities of Fidelity National Capital Trust I with a liquidation value of $1,000 per share. On March 23, 2000, we issued $10.5 million of 10.875% Fixed Rate Capital Trust Pass-through Securities of FNC Capital Trust I with a liquidation value of $1,000 per share. Both issues have 30 year final maturities and are redeemable in whole or in part after ten years at declining redemption prices to 100% after 20 years.
     The trust preferred securities were sold in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Act”) and were not registered under the Act. The trust preferred securities are included in Tier 1 capital by the Company in the calculation of regulatory capital, subject to a limit of 25% for all restricted core capital elements, with any excess included in Tier 2 capital. The payments to the trust preferred securities holders are fully tax deductible.
     The $65.5 million of trust preferred securities issued by trusts established by us, as of December 31, 2009 and 2008, are not consolidated for financial reporting purposes in accordance with FASB ASC 810-10-05, formerly known as FASB Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51 (Revised),”. Thus, the equity investments in the subsidiaries created to issue the obligations, the obligations themselves, and related dividend income and interest expense are reported on a deconsolidated basis, with the investments in the amount of $2.0 million at December 31, 2009 and 2008, reported as other assets and dividends included as other noninterest income. The obligations, including the amount related to the equity investments, in the amount of $67.5 million at December 31, 2009 and 2008, are reported as subordinated debt, with related interest expense reported as interest on subordinated debt.
     On March 1, 2005, the FRB announced the adoption of a rule entitled “Risk-Based Capital Standards: Trust Preferred Securities and the Definition of Capital” (“Rule”) regarding risk-based capital standards for bank holding companies (“BHCs”) such

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as Fidelity. The Rule provides for a five-year transition period, with an effective date of March 31, 2011, but requires BHCs not meeting the standards of the Rule to consult with the FRB and develop a plan to comply with the standards by the effective date.
     The Rule defines the restricted core capital elements, including trust preferred securities, which may be included in Tier 1 capital, subject to an aggregate 25% of Tier 1 capital net of goodwill limitation. Excess restricted core capital elements may be included in Tier 2 capital, with trust preferred securities and certain other restricted core capital elements subject to a 50% of Tier 1 capital limitation. The Rule requires that trust preferred securities be excluded from Tier 1 capital within five years of the maturity of the underlying junior subordinated notes issued and be excluded from Tier 2 capital within five years of that maturity at 20% per year for each year during the five-year period to the maturity. The Company’s first junior subordinated note matures in March 2030.
     Our only restricted core capital elements consist of $65.5 million in trust preferred securities issues and $1.3 million in other identifiable intangibles; therefore, the Rule has minimal impact on our capital ratios, our financial condition, or our operating results. The trust preferred securities are eligible for our regulatory Tier 1 capital, with a limit of 25% of the sum of all core capital elements. All amounts exceeding the 25% limit are includable in the Company’s regulatory Tier 2 capital.
Shareholders’ Equity
     On December 19, 2008, as part of the Capital Purchase Program, Fidelity entered into the Letter Agreement with the Treasury, pursuant to which Fidelity agreed to issue and sell, and the Treasury agreed to purchase (1) 48,200 Preferred Shares, and (2) the Warrant to purchase up to 2,266,458 shares of the Company’s common stock at an exercise price of $3.19 per share, for an aggregate purchase price of $48.2 million in cash. The Preferred Shares qualify as Tier I capital under risk-based capital guidelines and will pay cumulative dividends at a rate of 5% per annum for the first five years and 9% per annum thereafter. The Preferred Shares are non-voting except for class voting rights on matters that would adversely affect the rights of the holders of the Preferred Shares.
     Shareholders’ equity at December 31, 2009 and 2008, was $129.7 million and $136.6 million, respectively. The $6.9 million decrease at December 31, 2009, compared to December 31, 2008, was primarily the result of the net loss incurred and preferred dividends paid during 2009.
Recent Accounting Pronouncements
     See Note 1 — “Summary of Significant Accounting Policies” in the accompanying Notes to Consolidated Financial Statements included elsewhere in this report for details of recently issued accounting pronouncements and their expected impact, if any, on our operations and financial condition.
Quarterly Financial Information
     The following table sets forth, for the periods indicated, certain consolidated quarterly financial information. This information is derived from unaudited consolidated financial statements that include, in the opinion of management, all normal recurring adjustments which management considers necessary for a fair presentation of the results for such periods. The results for any quarter are not necessarily indicative of results for any future period. This information should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this report.

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CONSOLIDATED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
                                                                 
    2009     2008  
    Fourth     Third     Second     First     Fourth     Third     Second     First  
    Quarter     Quarter     Quarter     Quarter     Quarter     Quarter     Quarter     Quarter  
    (In thousands, except per share data)  
Interest income
  $ 24,469     $ 25,076     $ 24,706     $ 23,332     $ 24,329     $ 26,088     $ 26,164     $ 27,473  
Interest expense
    9,740       11,275       12,657       12,337       13,629       14,152       14,096       15,759  
 
                                               
Net interest income
    14,729       13,801       12,049       10,995       10,700       11,936       12,068       11,714  
Provision for loan losses
    7,500       4,500       7,200       9,600       14,700       11,400       5,850       4,600  
Securities gains, net
    4,789       519                         42             1,264  
Noninterest income
    7,401       6,699       7,755       6,815       3,743       3,809       4,365       4,413  
Noninterest expense
    16,571       16,467       17,504       14,020       12,413       12,579       12,461       11,387  
 
                                               
Income (loss) before income (benefit) taxes
    2,848       52       (4,900 )     (5,810 )   $ (12,670 )     (8,192 )     (1,878 )     1,404  
Income tax (benefit) expense
    920       (346 )     (2,095 )     (2,434 )     (5,101 )     (3,318 )     (976 )     295  
 
                                               
Net income (loss)
    1,928       398       (2,805 )     (3,376 )     (7,569 )     (4,874 )     (902 )     1,109  
Preferred stock dividends
    (824 )     (823 )     (823 )     (823 )     (106 )                  
 
                                               
Net income (loss) available to common equity
  $ 1,104     $ (425 )   $ (3,628 )   $ (4,199 )   $ (7,675 )   $ (4,874 )   $ (902 )   $ (1,109 )
 
                                               
Earnings (loss) per share:
                                                               
Basic earnings (loss) per share(1)
  $ .11     $ (.04 )   $ (.36 )   $ (.42 )   $ (.79 )   $ (.50 )   $ (.09 )   $ .11  
 
                                               
Diluted earnings (loss) per share(1)
  $ .11     $ (.04 )   $ (.36 )   $ (.42 )   $ (.79 )   $ (.50 )   $ (.09 )   $ .11  
 
                                               
Weighted average shares outstanding(1)
    10,058       10,044       10,006       9,895       9,799       9,729       9,679       9,661  
 
                                               
 
(1)   Adjusted for stock dividends
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
     See Item 7, “Market Risk” and “Interest Rate Sensitivity” for a quantitative and qualitative discussion about our market risk.

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Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Fidelity Southern Corporation
We have audited the accompanying consolidated balance sheets of Fidelity Southern Corporation and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 financial statements referred to above present fairly, in all material respects, the consolidated financial position of Fidelity Southern Corporation and subsidiaries at December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Fidelity Southern Corporation’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 10, 2010 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Atlanta, Georgia
March 10, 2010

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
                 
    December 31,  
    2009     2008  
    (Dollars in thousands)  
ASSETS
               
Cash and due from banks
  $ 168,766     $ 58,988  
Interest-bearing deposits with banks
    1,926       9,853  
Federal funds sold
    428       23,184  
 
           
Cash and cash equivalents
    171,120       92,025  
Investment securities available-for-sale (amortized cost of $137,020 and $126,599 at December 31, 2009 and 2008, respectively)
    136,917       128,749  
Investment securities held-to-maturity (approximate fair value of $19,942 and $25,467 at December 31, 2009 and 2008, respectively)
    19,326       24,793  
Investment in FHLB stock
    6,767       5,282  
Loans held-for-sale (loans at fair value of $80,869 and $0 at December 31, 2009 and 2008, respectively)
    131,231       55,840  
Loans
    1,289,859       1,388,022  
Allowance for loan losses
    (30,072 )     (33,691 )
 
           
Loans, net of allowance for loan losses
    1,259,787       1,354,331  
Premises and equipment, net
    18,092       19,311  
Other real estate, net
    21,780       15,063  
Accrued interest receivable
    7,832       8,092  
Bank owned life insurance
    29,058       27,868  
Other assets
    49,610       31,759  
 
           
Total assets
  $ 1,851,520     $ 1,763,113  
 
           
 
               
LIABILITIES
               
Deposits
               
Noninterest-bearing demand deposits
  $ 157,511     $ 138,634  
Interest-bearing deposits:
               
Demand and money market
    252,493       208,723  
Savings
    440,596       199,465  
Time deposits, $100,000 and over
    257,450       317,540  
Other time deposits
    442,675       579,320  
 
           
Total deposits
    1,550,725       1,443,682  
Other short-term borrowings
    41,870       55,017  
Subordinated debt
    67,527       67,527  
Other long-term debt
    50,000       47,500  
Accrued interest payable
    4,504       7,038  
Other liabilities
    7,209       5,745  
 
           
Total liabilities
    1,721,835       1,626,509  
 
           
 
               
SHAREHOLDERS’ EQUITY
               
Preferred Stock, no par value. Authorized 10,000,000; 48,200 shares issued and outstanding, net of discount
    44,696       43,813  
Common Stock, no par value. Authorized 50,000,000; issued and outstanding 10,064,299 and 9,855,413 at 2009 and 2008, respectively
    53,342       51,886  
Accumulated other comprehensive (loss) gain, net of tax
    (64 )     1,333  
Retained earnings
    31,711       39,572  
 
           
Total shareholders’ equity
    129,685       136,604  
 
           
Total liabilities and shareholders’ equity
  $ 1,851,520     $ 1,763,113  
 
           
 
See accompanying notes to consolidated financial statements.

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
                         
    Years Ended December 31,  
    2009     2008     2007  
    (Dollars in thousands, except per share data)  
Interest Income:
                       
Loans, including fees
  $ 86,909     $ 96,398     $ 105,924  
Investment securities
    10,511       7,441       7,237  
Federal funds sold and bank deposits
    163       215       301  
 
                 
Total interest income
    97,583       104,054       113,462  
Interest Expense:
                       
Deposits
    38,621       48,722       57,902  
Short-term borrowings
    616       2,065       2,316  
Subordinated debt
    4,650       5,284       4,945  
Other long-term debt
    2,121       1,565       1,519  
 
                 
Total interest expense
    46,009       57,636       66,682  
Net Interest Income
    51,574       46,418       46,780  
Provision for loan losses
    28,800       36,550       8,500  
 
                 
Net Interest Income After Provision for Loan Losses
    22,774       9,868       38,280  
Noninterest Income:
                       
Service charges on deposit accounts
    4,413       4,757       4,730  
Other fees and charges
    2,005       1,944       1,872  
Mortgage banking activities
    14,961       340       339  
Indirect lending activities
    4,229       5,227       5,449  
SBA lending activities
    1,099       1,250       2,444  
Bank owned life insurance
    1,280       1,278       1,166  
Securities gains
    5,308       1,306       2  
Other
    683       1,534       1,909  
 
                 
Total noninterest income
    33,978       17,636       17,911  
Noninterest Expense:
                       
Salaries and employee benefits
    33,261       25,827       25,815  
Furniture and equipment
    2,721       2,949       2,942  
Net occupancy
    4,421       4,137       4,105  
Communication
    1,617       1,654       1,729  
Professional and other services
    4,916       3,823       3,559  
Cost of operation of other real estate
    6,859       3,399       149  
FDIC insurance premiums
    3,666       1,025       207  
Other
    7,101       6,025       8,697  
 
                 
Total noninterest expense
    64,562       48,839       47,203  
 
                 
(Loss) income before income tax (benefit) expense
    (7,810 )     (21,335 )     8,988  
Income tax (benefit) expense
    (3,955 )     (9,099 )     2,354  
 
                 
Net (loss) income
    (3,855 )     (12,236 )     6,634  
Preferred stock dividends and accretion of discount
    3,293       106        
 
                 
Net (loss) income available to common equity
  $ (7,148 )   $ (12,342 )   $ 6,634  
 
                 
(Loss) earnings per share:
                       
Basic (loss) earnings per share
  $ (.71 )   $ (1.27 )   $ .69  
 
                 
Diluted (loss) earnings per share
  $ (.71 )   $ (1.27 )   $ .69  
 
                 
Weighted average shares outstanding – Basic
    10,002,610       9,717,238       9,614,382  
 
                 
Weighted average shares outstanding – Fully Diluted
    10,002,610       9,717,238       9,628,766  
 
                 
 
See accompanying notes to consolidated financial statements.

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
                                                         
                                    Accumulated              
                                    Other              
                Comprehensive              
    Preferred Stock     Common Stock     Income (Loss)     Retained        
    Shares     Amount     Shares     Amount     Net of Tax     Earnings     Total  
                            (In thousands)                  
Balance December 31, 2006
        $       9,288     $ 44,815     $ (1,590 )   $ 51,422     $ 94,647  
Comprehensive income:
                                                       
Net income
                                  6,634       6,634  
Other comprehensive loss, net of tax
                            786             786  
 
                                                     
Comprehensive income
                                        7,420  
FIN 48 Reserve for Uncertain Tax Position
                                  (96 )     (96 )
 
                                                       
Common stock issued and share-based compensation under:
                                                       
Employee benefit plans
                50       857                   857  
Dividend reinvestment plan
                31       492                   492  
Common dividends declared ($.32 per share)
                                  (3,357 )     (3,357 )
 
                                         
Balance December 31, 2007
                9,369       46,164       (804 )     54,603       99,963  
Comprehensive income:
                                                       
Net loss
                                  (12,236 )     (12,236 )
Other comprehensive income, net of tax
                            2,137             2,137  
 
                                                     
Comprehensive loss
                                        (10,099 )
EITF 06-04 Cumulative effect adjustment
                                  (594 )     (594 )
Common stock issued and share-based compensation under:
                                                       
Employee benefit plans
                109       701                   701  
Dividend reinvestment plan
                85       297                   297  
Issuance of Preferred Stock
    48       43,787                               43,787  
Accretion of discount on preferred stock
          26                         (26 )      
Issuance of common stock warrants
                      4,413                   4,413  
Preferred stock dividend
                                  (80 )     (80 )
Common dividends declared ($.19 per share)
                                  (1,783 )     (1,783 )
Common stock dividend
                95       311             (311 )      
Cash paid for fractional interest associated with stock dividend
                                  (1 )     (1 )
 
                                         
Balance December 31, 2008
    48       43,813       9,658       51,886       1,333       39,572       136,604  
Comprehensive income:
                                                       
Net loss
                                  (3,855 )     (3,855 )
Other comprehensive loss, net of tax
                            (1,397 )           (1,397 )
 
                                                     
Comprehensive loss
                                        (5,252 )
Common stock issued and share-based compensation under:
                                                       
Employee benefit plans
                142       566                   566  
Dividend reinvestment plan
                67       181                   181  
Accretion of discount on preferred stock
          883                         (883 )      
Preferred stock dividend
                                  (2,410 )     (2,410 )
Common stock dividend
                197       709             (709 )      
Cash paid for fractional interest associated with stock dividend
                                  (4 )     (4 )
 
                                         
Balance December 31, 2009
    48     $ 44,696       10,064     $ 53,342     $ (64 )   $ 31,711     $ 129,685  
 
                                         
 
See accompanying notes to consolidated financial statements.    

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
                         
    Years Ended December 31,  
    2009     2008     2007  
    (In thousands)  
Operating Activities:
                       
Net (loss) income
  $ (3,855 )   $ (12,236 )   $ 6,634  
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
                       
Provision for loan losses
    28,800       36,550       8,500  
Depreciation and amortization of premises and equipment
    1,912       2,141       2,151  
Other amortization
    1,051       368       500  
Impairment of other real estate
    3,869       2,353       85  
Share-based compensation
    231       169       130  
Excess tax benefit from share-based compensation
                (15 )
Proceeds from sale of loans
    850,477       142,575       233,694  
Proceeds from sales of other real estate
    17,198       7,634       1,173  
Proceeds from sale of premises and equipment
    61              
Loans originated for resale
    (917,420 )     (132,813 )     (235,893 )
Securities gains
    (5,308 )     (1,306 )     (2 )
Gains on loan sales
    (8,448 )     (1,947 )     (3,188 )
Gain on sale of other real estate
    (68 )     (197 )     (118 )
Gain on sales of premises and equipment
    (56 )            
Net increase in cash value of bank owned life insurance
    (1,190 )     (1,169 )     (1,005 )
Net increase (decrease) in deferred income taxes
    2,560       (8,117 )     (2,244 )
Changes in assets and liabilities which provided (used) cash:
                       
Accrued interest receivable
    260       1,275       (55 )
Other assets
    (20,049 )     (4,451 )     (4,779 )
Accrued interest payable
    (2,534 )     278       (282 )
Other liabilities
    1,236       (584 )     595  
 
                 
Net cash (used in) provided by operating activities
    (51,273 )     30,523       5,881  
Investing Activities:
                       
Purchases of investment securities available-for-sale
    (215,730 )     (44,314 )     (10,984 )
Purchase of investment in FHLB stock
    (1,485 )     (4,927 )     (7,896 )
Sales of investment securities available-for-sale
    156,383       5,417        
Maturities and calls of investment securities held-to-maturity
    5,479       4,289       4,131  
Maturities and calls of investment securities available-for-sale
    53,665       18,072       17,791  
Redemption of investment in FHLB stock
          5,310       7,065  
Net decrease (increase) in loans
    38,439       (35,805 )     (71,838 )
Capital improvements to other real estate
    (411 )     (821 )     (367 )
Purchases of premises and equipment
    (698 )     (2,631 )     (2,169 )
 
                 
Net cash provided by (used in) investing activities
    35,642       (55,410 )     (64,267 )
Financing Activities:
                       
Net increase (decrease) in demand deposits, money market accounts, and savings accounts
    303,778       (115,284 )     38,704  
Net (decrease) increase in time deposits
    (196,735 )     153,341       (19,620 )
Proceeds from issuance of other long-term debt
    30,000       27,500       25,000  
Payment of called other long-term debt
                (25,000 )
Proceeds from issuance of subordinated debt
                20,619  
Repayment of other long-term debt
    (27,500 )     (5,000 )     (12,000 )
(Decrease) increase in short-term borrowings
    (13,147 )     (20,937 )     3,893  
Proceeds from issuance of preferred stock
          48,200        
Proceeds from issuance of common stock
    515       828       1,204  
Excess tax benefit from share-based compensation
                15  
Common Dividends paid
    (3 )     (1,783 )     (3,357 )
Preferred stock dividends paid
    (2,182 )            
 
                 
Net cash provided by financing activities
    94,726       86,865       29,458  
 
                 
Net increase (decrease) in cash and cash equivalents
    79,095       61,978       (28,928 )
Cash and cash equivalents, beginning of year
    92,025       30,047       58,975  
 
                 
Cash and cash equivalents, end of year
  $ 171,120     $ 92,025     $ 30,047  
 
                 
Supplemental disclosures of cash flow information:
                       
Cash paid (refunded) during the year for:
                       
Interest
  $ 48,542     $ 58,730     $ 66,964  
 
                 
Income taxes
  $ (3,552 )   $ 1,394     $ 5,812  
 
                 
Non-cash transfers of loans to other real estate
  $ 27,305     $ 16,725     $ 8,080  
 
                 
Stock dividends
  $ 709     $ 311     $  
 
                 
Loans transferred from held-for-sale
  $ 9,421     $ 7,550     $ 1,025  
 
                 
Accrued but unpaid dividend on preferred stock
  $ 308     $     $  
 
                 
Accretion of discount on preferred stock
  $ 883     $     $  
 
                 
 
See accompanying notes to consolidated financial statements.    

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009
1. Summary of Significant Accounting Policies
   Basis of Presentation
     The consolidated financial statements include the accounts of Fidelity Southern Corporation and its wholly-owned subsidiaries. Fidelity Southern Corporation (“FSC” or “Fidelity”) owns 100% of Fidelity Bank (the “Bank”) and LionMark Insurance Company (“LIC”), an insurance agency offering consumer credit related insurance products. FSC also owns five subsidiaries established to issue trust preferred securities, which entities are not consolidated for financial reporting purposes. FSC is a financial services company that offers traditional banking, mortgage, and investment services to its customers, who are typically individuals or small to medium sized businesses. All significant intercompany accounts and transactions have been eliminated in consolidation. The “Company”, as used herein, includes FSC and its subsidiaries, unless the context otherwise requires.
     The consolidated financial statements have been prepared in conformity with U. S. generally accepted accounting principles followed within the financial services industry. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the calculations of and the amortization of capitalized servicing rights, valuation of deferred tax accounts, the valuation of loans held-for-sale and certain derivatives, and the valuation of real estate or other assets acquired in connection with foreclosures or in satisfaction of loans. In addition, the actual lives of certain amortizable assets and income items are estimates subject to change.
     The Company has five trust preferred subsidiaries which are deconsolidated for financial reporting purposes in accordance with Financial Accounting Standards Board (“FASB”) ASC 810-10-05, formerly known as FASB Interpretation No. 46(R) “Consolidation of Variable Interest Entities (revised December 2003), an Interpretation of ARB No. 51”. The equity investments in the subsidiaries created to issue the obligations, the obligations themselves, and related dividend income and interest expense are reported on a deconsolidated basis, with the investments reported as other assets and dividends included as other noninterest income. The obligations, including the amount related to the equity investments are reported as subordinated debt, with related interest expense reported as interest on subordinated debt. The Company principally operates in one business segment, which is community banking.
   Cash and Cash Equivalents
     Cash and cash equivalents include cash, amounts due from banks, and Federal funds sold. Generally, Federal funds are purchased and sold within one-day periods.
   Investment Securities
     In accordance with FASB ASC 320-10-15, formerly known as Statements of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” the Company classifies our investment securities in one of the following three categories: trading, available-for-sale, or held-to-maturity. Trading securities are bought and held principally for the purpose of selling them in the near term. The Company does not engage in that activity. Held-to-maturity securities are those designated as held-to-maturity when purchased, which the Company has the ability and positive intent to hold until maturity. All other debt securities not included in trading or held-to-maturity are classified as available-for-sale.
     Available-for-sale securities are recorded at fair value. Held-to-maturity securities are recorded at cost, adjusted for the amortization of premiums or accretion of discounts. Unrealized gains and losses, net of related income taxes, on available-for-sale securities are excluded from income and are reported as a separate component of shareholders’ equity. If fair value of a debt security is less than its amortized cost basis at the balance sheet date, management must determine if the security has an other than temporary impairment (“OTTI”). If management does not expect to recover the entire amortized cost basis of a security, an OTTI has occurred. If management’s intention is to sell the security, an OTTI has occurred. If it is more likely than not that management will be required to sell a security before the recovery of the amortized cost basis, an OTTI has occurred. The Company will recognize the full OTTI in earnings if it intends to sell a security or will more likely than not be required to sell the security. Otherwise an OTTI will be separated into the amount representing a credit loss and the amount related to all other factors. The amount of an OTTI related to credit losses will be recognized in earnings. The amount related to other factors will be recognized in other comprehensive income, net of taxes.

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
     Purchase premiums and discounts are amortized or accreted over the life of the related investment securities as an adjustment to yield using the effective interest method. Dividend and interest income are recognized when earned. Realized gains and losses for securities sold are included in income on a trade date basis and are derived using the specific identification method for determining the cost of securities sold.
   Loans and Interest Income
     Loans are reported at principal amounts outstanding net of deferred fees and costs. Interest income is recognized using the effective interest method on the principal amounts outstanding. Rate related loan fee income is included in interest income. Loan origination and commitment fees as well as certain direct origination costs are deferred and the net amount is amortized as an adjustment of the yield over the contractual lives of the related loans, taking into consideration assumed prepayments.
     For commercial, construction, Small Business Administration (“SBA”) and real estate loans, the accrual of interest is discontinued and the loan categorized as nonaccrual when, in management’s opinion, due to deterioration in the financial position of the borrower, the full repayment of principal and interest is not expected or principal or interest has been in default for a period of 90 days or more, unless the obligation is both well secured and in the process of collection within 30 days. Commercial, construction, SBA and real estate secured loans may be returned to accrual status when management expects to collect all principal and interest and the loan has been brought fully current. Consumer loans are placed on nonaccrual upon becoming 90 days past due or sooner if, in the opinion of management, the full repayment of principal and interest is not expected. Any payment received on a loan on which the accrual of interest has been suspended is applied to reduce principal.
     When a loan is placed on nonaccrual, interest accrued during the current accounting period is reversed. Interest accrued in prior periods, if significant, is charged off against the allowance and adjustments to principal made if the collateral related to the loan is deficient.
     Impaired loans are evaluated based on the present value of expected future cash flows discounted at the loan’s original effective interest rate, or at the loan’s observable market price, or the fair value of the collateral, if the loan is collateral dependent. Impaired loans are specifically reviewed loans for which it is probable that the Bank will be unable to collect all amounts due according to the terms of the loan agreement. A specific valuation allowance is required to the extent that the estimated value of an impaired loan is less than the recorded investment. FASB ASC 310-10-35, formerly known as SFAS No. 114, “Accounting by Creditors for Impairment of a Loan,” does not apply to large groups of smaller balance, homogeneous loans, such as consumer installment loans, and which are collectively evaluated for impairment. Smaller balance commercial loans are also excluded from the application of the statement. Interest on impaired loans is reported on the cash basis as received when the full recovery of principal and interest is anticipated, or after full principal and interest has been recovered when collection of interest is in question.
   Allowance for Loan Losses
     The allowance for loan losses is established and maintained through provisions charged to operations. Such provisions are based on management’s evaluation of the loan portfolio, including loan portfolio concentrations, current economic conditions, the economic outlook, past loan loss experience, adequacy of underlying collateral, and such other factors which, in management’s judgment, deserve consideration in estimating loan losses. Loans are charged off when, in the opinion of management, such loans are deemed to be uncollectible. Subsequent recoveries are added to the allowance.
     A formal review of the allowance for loan losses is prepared at least monthly to assess the probable credit risk inherent in the loan portfolio, including concentrations, and to determine the adequacy of the allowance for loan losses. For purposes of the monthly management review, the consumer loan portfolio is separated by loan type and each loan type is treated as a homogeneous pool. In accordance with the Interagency Policy Statement on the Allowance for Loan and Lease Losses, the level of allowance required for each loan type is determined based upon historical charge-off experience, current economic trends and other current factors. Additionally, every commercial, commercial real estate, SBA, and construction loan is assigned a risk rating using established credit policy guidelines. Every nonperforming commercial, commercial real estate, SBA, and construction loan 90 days or more past due and with outstanding balances exceeding $50,000, as well as certain other performing loans with greater than normal credit risks as determined by management and the Credit Review Department (“Credit Review”), are reviewed monthly by Credit Review to determine the level of allowance required to be specifically allocated to these loans. Management reviews its allocation of the allowance for loan losses versus the actual performance of each of the portfolios and adjusts allocation rates to reflect the recent performance of the portfolio, as well as current underwriting standards and other current factors which might impact the estimated losses in the portfolio.
     In determining the appropriate level for the allowance, management ensures that the overall allowance appropriately reflects a margin for the imprecision inherent in most estimates of the range of probable credit losses. This additional allowance may be

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
reflected in an unallocated portion of the allowance. Based on management’s evaluation of the allowance for loan losses, a provision for loan losses is charged to operations if additions to the allowance are required.
     Management believes that the allowance for loan losses is adequate and appropriate. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions or other factors and the additions may be significant. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.
     Additionally, contractually outstanding and undisbursed loan commitments and letters of credit have a loss factor applied similar to the outstanding balances of loan portfolios. Additions to the reserve for outstanding loan commitments are not included in the allowance for loan losses but, instead, are included in other liabilities, and are reported as other operating expenses and not included in the provision for loan losses.
     A substantial portion of the Bank’s loans is secured by real estate located in the metropolitan Atlanta, Georgia, area. In addition, most of the Bank’s other real estate and most consumer loans are located in this same market area. Accordingly, the ultimate collectibility of a substantial portion of the loan portfolio and the recovery of a substantial portion of the carrying amount of other real estate are susceptible to changes in market conditions in this market area.
   Loans Held-For-Sale
     Loans held-for-sale include the majority of originated residential mortgage loans, certain SBA loans, and a pool of indirect automobile loans at December 31, 2009 and 2008. The Company has the ability and intent to sell loans classified as held-for-sale and the SBA and indirect automobile loans held-for-sale are recorded at the lower of cost or market on an aggregate basis. Any loans initially determined to be held-for-sale and later transferred to the held for investment portfolio are transferred at the lower of cost or market. We have elected to account for newly originated residential mortgage loans held-for-sale under FASB accounting standards codification 825-10-25 which was previously known as Statement of Financial Accounting Standards (“SFAS”) No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” For residential mortgage loans, fair value is determined by outstanding commitments from investors for committed loans and on the basis of current delivery prices in the secondary mortgage market for uncommitted loans, if any. Adjustments to reflect unrealized gains and losses resulting from changes in fair value of residential mortgage loans held-for-sale and realized gains and losses upon ultimate sale of the loans are classified as noninterest income in the Consolidated Statements of Income. For SBA loans, fair value is determined primarily based on loan performance and available market information. For indirect automobile loans, the fair value is determined based on evaluating the estimated market value of the pool being accumulated for sale based on available market information.
     There are certain regulatory capital requirements that must be met in order to qualify to originate residential mortgage loans and these capital requirements are monitored to assure compliance. The Company was in compliance with these requirements at December 31, 2009.
     Origination fees and costs for SBA and indirect automobile loans held-for-sale recorded at the lower of cost or fair value are capitalized in the basis of the loan and are included in the calculation of realized gains and losses upon sale. Origination fees and costs are recognized in earnings at the time of origination for newly-originated residential mortgage loans held-for-sale that are recorded at fair value.
     Gains and losses on sales of loans are recognized at the settlement date. Gains and losses are determined as the difference between the net sales proceeds, including the estimated value associated with servicing assets or liabilities, and the net carrying value of the loans sold.
   Capitalized Servicing Assets and Liabilities
     The majority of the indirect automobile loan pools and certain SBA and residential mortgage loans are sold with servicing retained. When the contractually specific servicing fees on loans sold servicing retained are expected to be more than adequate compensation to a servicer for performing the servicing, a capitalized servicing asset is recognized based on fair value. When the expected costs to a servicer for performing loan servicing are not expected to adequately compensate a servicer, a capitalized servicing liability is recognized based on fair value. Servicing assets and servicing liabilities are amortized over the expected lives of the serviced loans utilizing the interest method. Management makes certain estimates and assumptions related to costs to service varying types of loans and pools of loans, prepayment speeds, the projected lives of loans and pools of loans sold servicing retained, and discount factors used in calculating the present values of servicing fees projected to be received.

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
     No less frequently than quarterly, management reviews the status of all loans and pools of servicing assets to determine if there is any impairment to those assets due to such factors as earlier than estimated repayments or significant prepayments. Any impairment identified in these assets will result in reductions in their carrying values through a valuation allowance and a corresponding increase in operating expenses.
   Premises and Equipment
     Premises and equipment, including leasehold improvements, are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over an estimated useful life of 20 to 39 years for buildings and three to 15 years for furniture and equipment. Leasehold improvements are amortized using the straight-line method over the lease term or estimated useful life, whichever is shorter.
   Other Real Estate
     Other real estate represents property acquired through foreclosure or deed in lieu of foreclosure in satisfaction of loans. Other real estate is carried at the lower of cost or fair value less estimated selling costs. Costs to complete houses foreclosed during construction are capitalized. Fair value is determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources and may include an undivided interest in the fair value of other repossessed assets. Any excess of the loan balance at the time of foreclosure or acceptance in satisfaction of loans over the fair value less selling costs of the real estate held as collateral is treated as a loan loss and charged against the allowance for loan losses. On a monthly basis, management reviews appraisals to determine if the current market value has changed since the effective date of the appraisal and adjust the value through other expense as necessary. Generally a new appraisal is received at least annually. Gain or loss on sale and any subsequent adjustments to reflect changes in fair value and selling costs are recorded as a component of income. Based on appraisals, environmental tests, and other evaluations as necessary, superior liens, if any, may be serviced or satisfied and repair or capitalizable expenditures may be incurred in an effort to maximize recoveries.
   Income Taxes
     The Company files a consolidated Federal income tax return. Taxes are accounted for in accordance with FASB ASC 740-10-05, formerly known as SFAS No. 109, “Accounting for Income Taxes”. Under the liability method of FASB ASC 740-10-05, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. All available evidence, both positive and negative, is used in the consideration to determine whether, based on the weight of that evidence, a valuation allowance is required. The weight given to the potential effect of negative and positive evidence will be commensurate with the extent to which it can be objectively verified. The Company adopted FASB ASC 740-10-05, formerly known as FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of SFAS No. 109”, effective January 1, 2007. See “Recent Accounting Pronouncements” for the details.
   Earnings Per Common Share
     Earnings per share are presented in accordance with requirements of FASB ASC 260-10-05, formerly known as SFAS No. 128, “Earnings Per Share.” Any difference between basic earnings per share and diluted earnings per share is a result of the dilutive effect of stock options and warrants.
   Share-based Compensation
     The Company accounts for share-based compensation under the fair value recognition provisions of FASB ASC 718-10-10, formerly known as SFAS No. 123(R), “Share-Based Payment”. The Company adopted FASB ASC 718-10-10 effective January 1, 2006, using the modified prospective method. Future levels of compensation costs recognized related to stock-based compensation awards may be impacted by new awards and/or modifications, repurchases, and cancellations of existing awards before and after the adoption of the standard as well as possible future changes in the underlying valuation assumptions used in the Black-Scholes Option Pricing model.

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
   Fair Value
     The Company measures or monitors certain of its assets and liabilities on a fair value basis. Fair value is used on a recurring basis for certain assets and liabilities in which fair value is the primary basis of accounting. Additionally, fair value is used on a non-recurring basis to evaluate assets for impairment or for disclosure purposes. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, the Company uses various valuation techniques and assumptions when estimating fair value, which are in accordance with FASB ASC 820-10-35, formerly known as SFAS No. 157 and FSP FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for that Asset is Not Active,” when applicable.
     The Company applied the following fair value hierarchy:
     Level 1 – Assets or liabilities for which the identical item is traded on an active exchange, such as publicly-traded instruments or future contracts.
     Level 2 – Assets and liabilities valued based on observable market data for similar instruments.
     Level 3 – Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require.
     When determining the fair value measurement for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, the Company looks to active and observable markets to price identical assets or liabilities. When identical assets and liabilities are not traded in active markets, the Company looks to market observable data for similar assets and liabilities. Nevertheless, certain assets and liabilities are not actively traded in observable markets and the Company must use alternative valuation techniques to derive a fair value measurement.
   Recent Accounting Pronouncements
     In June 2009, the FASB issued an update to Accounting Standard Codification (“ASC”) 105-10, “Generally Accepted Accounting Principles”. This standard establishes the FASB ASC as the source of authoritative U.S. GAAP recognized by the FASB for nongovernmental entities. The Codification was effective for interim and annual periods ending after September 15, 2009. The Codification is a reorganization of existing U.S. GAAP and does not change existing U.S. GAAP. The Company adopted this standard during the third quarter of 2009. The adoption had no impact on the Company’s financial position, results of operations, and earnings per share.
     In October 2008, the FASB updated ASC 820-10-35 with guidance issued in FSP FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market For That Asset Is Not Active.” The staff position addressed concerns among financial entities regarding assets trading in markets that were at one time active but have subsequently become inactive. Under the guidance, entities must take into account the facts and circumstances to determine whether the known trades in an inactive market are reflective of orderly transactions that are not forced liquidations or distressed sales. If an entity makes this determination, they can classify the assets as Level 3 of the fair value hierarchy and use an appropriate valuation approach relying to an extent on unobservable inputs, and thus following the appropriate disclosures associated with a recurring Level 3 asset. This guidance was effective upon issuance and did not have a material effect on the company’s financial position, and statement of operations.
     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” which updated ASC 825-10-05. This guidance provided companies with an option to report selected financial assets and liabilities at fair value in an effort to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. It also established presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The Company adopted this statement effective January 1, 2008. There was no material impact on the Company’s financial condition and statement of operations.
     In January 2009, the FASB issued FSP Emerging Issues Task Force (“EITF”) 99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20” which updated ASC 325-40-65. This issuance amended the impairment (and related interest income measurement) guidance for recognition of interest income and impairment on purchased beneficial interest and beneficial interests that continue to be held by a transferor in securitized financial assets to achieve more consistent determination of whether an other-than-temporary impairment has occurred for debt securities classified as available-for-sale or held-to-maturity. The guidance no

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longer requires exclusive reliance on market participant assumptions regarding future cash flows. Instead, companies with securities that qualify are permitted to use management judgment regarding the probability of collecting all cash flows along with market participant data in making other-than-temporary impairment determinations. The guidance was effective for the first interim or annual reporting period ending after December 15, 2008. The Company adopted the guidance, as required, in the fourth quarter of 2008 with no material impact on its results of operations, financial position, and liquidity.
     In December 2008, the FASB issued FSP No. 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities” which updated ASC 860-10-50. The objective of this guidance was to provide financial statement users with more information on a transferor’s continuing involvement with transfers of financial assets and public companies’ involvement with variable interest entities. It also requires disclosures by public companies that (a) sponsor a qualifying special-purpose entity (“SPE”) that holds a variable interest in the qualifying SPE but was not the transferor of financial assets to the qualifying SPE and (b) service a qualifying SPE that holds a significant variable interest in the qualifying SPE but was not the transferor of financial assets to the qualifying SPE. The guidance was effective for the first interim or annual reporting period ending after December 15, 2008. The Company adopted the guidance, as required, in the fourth quarter of 2008 with no material impact on its results of operations, financial position, and liquidity.
     In September 2008, the FASB issued FSP No. 133-1 and Financial Interpretation (“FIN”) 45-4, “Disclosures about Credit Derivatives and certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161” which updated ASC 815-10-65. The guidance enhanced disclosures about credit derivatives by requiring additional information about the potential adverse effects of changes in credit risk on the financial position, financial performance, and cash flows of the sellers of credit derivatives. It required disclosures by sellers of credit derivatives, including credit derivatives embedded in hybrid instruments, as well as disclosures about the current status of the payment/performance risk of a guarantee. This guidance was effective for annual or interim reporting periods ending after November 15, 2008, and was adopted by the Company in the fourth quarter of 2008 with no material impact on its results of operations, financial position, and liquidity.
     In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an Amendment of FASB Statement No. 133” to update ASC 815-10-15. This statement required an entity to provide enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related items are accounted for under ASC 815-10-15, accounting for derivative instruments and hedging activities and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This statement was intended to enhance the current disclosure framework by requiring the objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The Company adopted the guidance on January 1, 2009. There was no material impact on the Company’s financial condition and statement of operations as a result of the adoption of this guidance.
     On April 9, 2009, the FASB issued FSP No. 107-1 and APB No. 28-1, “Interim Disclosures about Fair Value of Financial Instruments” which updated ASC 825-10-65. This statement required disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as annual financial statements. The issuance was effective for interim reporting periods ending after June 15, 2009. The Company adopted the guidance on April 1, 2009. There was no material impact on the Company’s financial condition and statement of operations as a result of the adoption of this guidance.
     On April 9, 2009, the FASB issued FSP No. 115-2 and FSP No. 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” which updated ASC 320-10-65. This statement incorporated the other-than-temporary impairment guidance from SEC Staff Accounting Bulletin (“SAB”) Topic 5M, “Other-Than-Temporary Impairment of Certain Investments in Debt and Equity Securities” and expanded it to address the unique features of debt securities and clarified the interaction of the factors that should be considered when determining whether a debt security is other than temporarily impaired. The issuance was effective for interim and annual reporting periods ending after June 15, 2009. The Company adopted the guidance on April 1, 2009. There was no material impact on the Company’s financial condition and statement of operations as a result of the adoption of this guidance.
     On April 9, 2009, the FASB issued FSP No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” which updated ASC 820-10-65. This statement provided additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased and emphasizes that even if there has been a significant decrease in volume, the objective of a fair value measurement remains the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The issuance was effective for interim and annual reporting periods ending after June 15, 2009. The Company adopted the guidance on April 1, 2009. There was no material impact on the Company’s financial condition and statement of operations as a result of the adoption of this guidance.

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     In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” which updated ASC 855-10-05. This statement provided authoritative guidance on the period after the balance sheet date during which management shall evaluate subsequent events, the circumstances under which subsequent events should be recognized in the financial statements, and the associated required disclosures. The Company adopted the guidance on April 1, 2009. This statement will only affect the Company’s financial statements if an event occurs subsequent to the balance sheet date that would require adjustment to the financial statements or associated required disclosures. The Company evaluates subsequent events and transactions through the date the financial statements are filed.
     In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets” codified in ASU 2009-16 which will amend the guidance in ASC 860 to improve the relevance, representational faithfulness, and comparability of the information provided about a transfer of financial assets; the effects of a transfer on financial position, financial performance and cash flows; and a transferor’s continuing involvement in the transferred financial assets. The guidance is effective for annual reporting periods beginning after November 15, 2009. The Company adopted the guidance on January 1, 2010. There was no material impact on the Company’s financial condition and statement of operations as a result of the adoption of this guidance.
     In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46 (R)” codified in ASU 2009-17 which will amend ASC 810-10 to improve financial reporting by companies with variable interest entities. The guidance will address the effects of the elimination of the qualifying special-purpose entity (“QSPE”). The guidance is effective for annual reporting periods beginning after November 15, 2009. The Company adopted the guidance on January 1, 2010. There was no material impact on the Company’s financial condition and statement of operations as a result of the adoption of this guidance.
2. Regulatory Matters
     The Board of Governors of the Federal Reserve System (the “FRB”) is the primary regulator of FSC, a bank holding company. The Bank is a state chartered commercial bank subject to Federal and state statutes applicable to banks chartered under the banking laws of the State of Georgia and to banks whose deposits are insured by the Federal Deposit Insurance Corporation (the “FDIC”), the Bank’s primary Federal regulator. The Bank is a wholly-owned subsidiary of FSC. The FRB, the FDIC, and the Georgia Department of Banking and Finance (the “GDBF”) have established capital adequacy requirements as a function of their oversight of bank holding companies and state chartered banks. Each bank holding company and each bank must maintain certain minimum capital ratios.
     The Bank’s primary Federal regulator is the FDIC and the GDBF is its state regulator. The FDIC and the GDBF examine and evaluate the financial condition, operations, and policies and procedures of state chartered commercial banks, such as the Bank, as part of their legally prescribed oversight responsibilities. Additional supervisory powers and regulations mandated by the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) include a “prompt corrective action” program based upon five regulatory categories for banks in which all banks are placed, largely based on their capital positions. Regulators are permitted to take increasingly harsh action as a bank’s financial condition declines. Regulators are also empowered to place in receivership or require the sale of a bank to another institution when a bank’s capital leverage ratio reaches 2%. Better capitalized institutions are subject to less onerous regulation and supervision than banks with lesser amounts of capital.
     To implement the prompt corrective action provisions of FDICIA, the FDIC has adopted regulations placing financial institutions in the following five categories based upon capitalization ratios: (i) a “well capitalized” institution has a total risk-based capital ratio of at least 10%, a Tier 1 risk-based ratio of at least 6% and a leverage ratio of at least 5% and is not subject to an enforcement action requiring it to maintain a specific level of capital; (ii) an “adequately capitalized” institution has a total risk-based ratio of at least 8%, a Tier 1 risk-based ratio of at least 4% and a leverage ratio of at least 4% (or 3% if it received a CAMELS composite rating of 1 and is not experiencing significant growth); (iii) an “undercapitalized” institution has a total risk-based ratio of under 8%, a Tier 1 risk-based ratio of under 4% or a leverage ratio of under 4% ( or 3% in certain circumstances); (iv) a “significantly undercapitalized” institution has a total risk-based ratio of under 6%, a Tier 1 risk-based ratio of under 3% or leverage ratio of under 3%; and (v) a “critically undercapitalized” institution has a leverage ratio of 2% or less. Institutions in any of the three undercapitalized categories are prohibited from declaring dividends or making capital distributions. The regulations also establish procedures for “downgrading” an institution to a lower capital category based on supervisory factors other than capital.
     Capital leverage ratio standards require a minimum ratio of Tier 1 capital to adjusted total assets (“leverage ratio”) for the Bank of 4.0%. Institutions experiencing or anticipating significant growth or those with other than minimum risk profiles may be expected to maintain capital above the minimum levels.
     In 2009, FSC and Fidelity Bank operated under memoranda of understanding (“MOU”) with the FRB, the GDBF and the Federal Deposit Insurance Corporation (the “FDIC”). The MOU, which relate primarily to the Bank’s asset quality and loan loss reserves, require that FSC and the Bank submit plans and report to its regulators regarding its loan portfolio and profit plans, among

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other matters. The MOU also require that the Bank maintain its Tier 1 Leverage Capital ratio at not less than 8% and an overall well-capitalized position as defined in applicable FDIC rules and regulations during the life of the MOU. Additionally, the MOU require that, prior to declaring or paying any cash dividends, FSC and the Bank must obtain the prior written consent of its regulators.
     The following table sets forth the capital requirements for the Bank under FDIC regulations and the Bank’s capital ratios at December 31, 2009 and 2008:
                                 
    FDIC Regulations    
    Adequately   Well   December 31,
Capital Ratios   Capitalized   Capitalized   2009   2008
Leverage
    4.00 %     5.00 %(1)     9.27 %     9.97 %
Risk-Based Capital:
                               
Tier 1
    4.00       6.00       11.55       11.01  
Total
    8.00       10.00       13.48       12.92  
 
(1)   8% required by memorandum of understanding
     The FRB, as the primary regulator of FSC, has established capital requirements as a function of its oversight of bank holding companies.
     The following table depicts FSC’s capital ratios at December 31, 2009 and 2008, in relation to the minimum capital ratios established by the regulations of the FRB:
                                 
    December 31, 2009     December 31, 2008  
    Amount     Percent     Amount     Percent  
    (Dollars in thousands)  
Tier 1 Capital:
                               
Actual
  $ 169,346       11.25 %   $ 173,303       11.10 %
Minimum
    60,229       4.00       63,018       4.00  
 
                       
Excess
  $ 109,117       7.25 %   $ 110,285       7.10 %
 
                       
 
                               
Total Risk-Based Capital:
                               
Actual
  $ 210,559       13.98 %   $ 213,406       13.67 %
Minimum
    120,458       8.00       126,037       8.00  
 
                       
Excess
  $ 90,101       5.98 %   $ 87,369       5.67 %
 
                       
 
                               
Tier 1 Capital Leverage Ratio:
                               
Actual
            9.03 %             10.04 %
Minimum
            4.00               4.00  
 
                           
Excess
            5.03 %             6.04 %
 
                           
     On March 1, 2005, the FRB announced the adoption of a rule entitled “Risk Based Capital Standards: Trust Preferred Securities and the Definition of Capital” (“Rule”) regarding risk-based capital standards for bank holding companies (“BHCs”) such as FSC. The Rule provides for a five-year transition period, with an effective date of March 31, 2011, but requires BHCs not meeting the standards of the Rule to consult with the FRB and develop a plan to comply with the standards by the effective date.
     The Rule defines the restricted core capital elements, including trust preferred securities, which may be included in Tier 1 capital, subject to an aggregate 25% of Tier 1 capital net of goodwill limitation. Excess restricted core capital elements may be included in Tier 2 capital, with trust preferred securities and certain other restricted core capital elements subject to a 50% of Tier 1 capital limitation. The Rule requires that trust preferred securities be excluded from Tier 1 capital within five years of the maturity of the underlying junior subordinated notes issued and be excluded from Tier 2 capital within five years of that maturity at 20% per year for each year during the five-year period to the maturity. The Company’s first junior subordinated note matures in March 2030.
     The Company’s only restricted core capital elements consist of $65.5 million in trust preferred securities issues and $1.3 million in other identifiable intangibles; therefore, the Rule has a minimal impact on our capital ratios, financial condition, or operating results. The trust preferred securities are eligible for our regulatory Tier 1 capital, with a limit of 25% of the sum of all core capital elements. All amounts exceeding the 25% limit are includable in our regulatory Tier 2 capital.

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3. Investment Securities
     Investment securities at December 31, 2009 and 2008, are summarized as follows:
                                         
            Gross     Gross     Other Than        
    Amortized     Unrealized     Unrealized     Temporary     Fair  
    Cost     Gains     Losses     Impairment     Value  
    (In thousands)  
 
                                       
Securities available-for-sale at December 31, 2009:
                                       
Obligations of U.S. Government corporations and agencies
  $ 63,674     $     $ (555 )   $     $ 63,119  
Municipal securities
    11,706       20       (319 )           11,407  
Residential mortgage backed securities-agency
    61,640       923       (172 )           62,391  
 
                             
Total
  $ 137,020     $ 943     $ (1,046 )   $     $ 136,917  
 
                             
 
                                       
Securities held-to-maturity at December 31, 2009:
                                       
Residential mortgage backed securities-agency
  $ 19,326     $ 616     $     $     $ 19,942  
 
                             
 
                                       
Securities available-for-sale at December 31, 2008:
                                       
Obligations of U.S. Government corporations and agencies
  $ 9,830     $ 124     $     $     $ 9,954  
Municipal securities
    15,222       52       (890 )           14,384  
Residential mortgage backed securities-agency
    101,547       2,864                   104,411  
 
                             
Total
  $ 126,599     $ 3,040     $ (890 )   $     $ 128,749  
 
                             
 
                                       
Securities held-to-maturity at December 31, 2008:
                                       
Residential mortgage backed securities-agency
  $ 24,793     $ 674     $     $     $ 25,467  
 
                             
     The following table depicts the maturity distribution of investment securities and average yields as of December 31, 2009 and 2008. All amounts are categorized by their expected repricing date. The expected maturities may differ from the contractual maturities of mortgage backed securities because the mortgage holder of the underlying mortgage loans has the right to prepay their mortgage loans without prepayment penalties. The expected maturities may differ from the contractual maturities of callable agencies and municipal securities because the issuer has the right to redeem the callable security at predetermined prices at specified times prior to maturity.
                                                 
    December 31, 2009     December 31, 2008  
    Amortized     Fair     Average     Amortized     Fair     Average  
    Cost     Value     Yield(1)     Cost     Value     Yield(1)  
    (Dollars in thousands)  
Available-for-Sale:
                                               
U.S. Treasury securities and obligations of U.S. Government corporations and agencies:
                                               
Due in less than one year
  $ 63,674     $ 63,119       3.71 %   $ 9,830     $ 9,954       2.58 %
 
                                               
Municipal securities(2)
                                               
Due after one year through five years
    1,642       1,626       5.68       3,012       2,889       5.45  
Due five years through ten years
    3,311       3,312       5.45       4,962       4,889       5.37  
Due after ten years
    6,753       6,469       5.81       7,248       6,606       5.84  
Mortgage backed securities
                                               
Due after one year through five years
    37,124       37,986       4.65       101,547       104,411       5.08  
Due five years through ten years
    24,516       24,405       4.69                      
 
                                       
 
  $ 137,020     $ 136,917             $ 126,599     $ 128,749          
 
                                       
 
                                               
Held-to-Maturity:
                                               
Mortgage backed securities
                                               
Due after one year through five years
  $ 19,326     $ 19,942       4.91 %   $ 24,661     $ 25,334       4.92 %
Due five years through ten years
                      132       133       5.20  
 
                                       
 
  $ 19,326     $ 19,942             $ 24,793     $ 25,467          
 
                                       
 
(1)   Weighted average yields are calculated on the basis of the carrying value of the security.
 
(2)   Interest income includes the effects of taxable equivalent adjustments of $288,000 in 2009 and $259,000 in 2008.

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     There were no securities called in 2009. The Bank had one $5.0 million security called during the year ended December 31, 2008. 33 securities available-for-sale totaling $151.1 million were sold during the year ended December 31, 2009. Proceeds received were $156.4 million for a gross gain of $5.3 million. Six securities available-for-sale totaling $4.1 million were sold during the year ended December 31, 2008. Proceeds received were $4.2 million for a gross gain of $47,000. In addition, during 2008 the Company redeemed 29,267 shares of Visa, Inc. common stock which resulted in a gain of $1.3 million. There were no investments held in trading accounts during 2009 and 2008.
     The following table reflects the gross unrealized losses and fair values of investment securities with unrealized losses at December 31, 2009 and 2008, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss and temporarily impaired position:
                                 
    12 Months or Less     More Than 12 Months  
    Fair     Unrealized     Fair     Unrealized  
    Value     Losses     Value     Losses  
    (In thousands)  
Available-for-Sale at December 31, 2009
                               
Obligations of U.S. Government corporations and agencies
  $ 53,119     $ 555     $     $  
Municipal securities
    5,690       70       2,363       249  
Residential Mortgage backed securities-agency
    22,445       172              
 
                       
Total
  $ 81,254     $ 797     $ 2,363     $ 249  
 
                       
 
                               
Held-to-Maturity at December 31, 2009
                               
Residential Mortgage backed securities-agency
  $     $     $     $  
 
                       
 
                               
Available-for-Sale at December 31, 2008
                               
Obligations of U.S. Government corporations and agencies
  $     $     $     $  
Municipal securities
    11,218       890              
Residential Mortgage backed securities-agency
                       
 
                       
Total
  $ 11,218     $ 890     $     $  
 
                       
 
                               
Held-to-Maturity at December 31, 2008
                               
Residential Mortgage backed securities-agency
  $     $     $     $  
 
                       
     If fair value of a debt security is less than its amortized cost basis at the balance sheet date, management must determine if the security has an other than temporary impairment (“OTTI”). If management does not expect to recover the entire amortized cost basis of a security, an OTTI has occurred. If management’s intention is to sell the security, an OTTI has occurred. If it is more likely than not that management will be required to sell a security before the recovery of the amortized cost basis, an OTTI has occurred. The Company will recognize the full OTTI in earnings if it intends to sell a security or will more likely than not be required to sell the security. Otherwise an OTTI will be separated into the amount representing a credit loss and the amount related to all other factors. The amount of an OTTI related to credit losses will be recognized in earnings. The amount related to other factors will be recognized in other comprehensive income, net of taxes.
     Certain individual investment securities were in a continuous unrealized loss position at December 31, 2009 and 2008, for 22 months and 10 months, respectively. However, all these investment securities at December 31, 2009, were municipal securities, obligations of U.S. Government corporations and agencies, and agency residential mortgage backed securities, and the unrealized loss positions resulted not from credit quality issues, but from market interest rate increases over the interest rates prevalent at the time the securities were purchased, and are considered temporary. At December 31, 2009, the Company had unrealized losses of $1.0 million related to 21 individual municipal securities, obligations of U.S. Government corporations and agencies, and agency residential mortgage backed securities. In determining other-than-temporary losses on municipal securities, management primarily considers the credit rating of the municipality itself as the primary source of repayment and secondarily the financial viability of the insurer of the obligation.
     Also, as of December 31, 2009, management does not intend to sell the temporarily impaired securities and it is not more likely than not that the Company will be required to sell the investments before recovery of the amortized cost basis. Accordingly, as of December 31, 2009, management believes the impairments detailed in the table above are temporary and no impairment loss has been recognized in the Company’s Consolidated Statements of Income.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
     Investment securities with a carrying value aggregating approximately $127 million and $150 million at December 31, 2009 and 2008, respectively, were pledged as collateral as shown in the table below:
                 
    December 31,  
    2009     2008  
    (In thousands)  
Public deposits
  $ 75,599     $ 76,374  
Securities sold under repurchase agreements
    21,312       53,701  
Short-term and long-term borrowings
    9,971        
FHLB advances
    18,729       19,266  
Other purposes
    1,825       755  
 
           
Total
  $ 127,436     $ 150,096  
 
           
4. Loans
     Loans outstanding, by classification, are summarized as follows, net of deferred loan fees and expenses of $314,000 and $1.9 million at December 31, 2009 and 2008, respectively:
                 
    December 31,  
    2009     2008  
    (In thousands)  
Commercial, financial and agricultural
  $ 118,954     $ 145,496  
Real estate-mortgage-commercial
    287,354       202,516  
 
           
Total commercial
    406,308       348,012  
Real estate-construction
    154,785       245,153  
Real estate-mortgage-residential
    130,984       115,527  
Consumer installment
    597,782       679,330  
 
           
Total loans
    1,289,859       1,388,022  
Less: Allowance for loan losses
    (30,072 )     (33,691 )
 
           
Loans, net of allowance
  $ 1,259,787     $ 1,354,331  
 
           
     Loans held-for-sale at December 31, 2009 and 2008, totaled approximately $131 million and $56 million, respectively, and are shown in the table below:
                 
    December 31,  
    2009     2008  
    (In thousands)  
SBA loans
  $ 20,362     $ 39,873  
Real estate — mortgage — residential.
    80,869       967  
Consumer installment loans
    30,000       15,000  
 
           
Total
  $ 131,231     $ 55,840  
 
           
     The Bank was servicing for others 18,076 and 19,855 indirect automobile loans on December 31, 2009 and 2008, respectively, totaling $201 million and $238 million, respectively. The Bank was also servicing 137 SBA loan sales or participations totaling $79 million at December 31, 2009, and 121 SBA loan sales or participations totaling $72 million at December 31, 2008. The Bank was also servicing 377 residential mortgage loans for a total of $88 million at December 31, 2009, compared to none serviced at December 31, 2008.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
     The following loans were pledged to the FHLB of Atlanta as collateral for borrowings:
                 
    December 31,  
    2009     2008  
    (In thousands)  
Commercial real estate loans
  $ 63,190     $ 63,655  
Home equity lines of credit
    55,043       48,995  
Residential 1-4 family first mortgage loans
    30,931       35,371  
Multi-family first mortgage loans
    1,181       1,254  
 
           
Total
  $ 150,345     $ 149,275  
 
           
     Approximately $302 million and $218 million in indirect automobile loans were pledged to the Federal Reserve Bank of Atlanta at December 31, 2009 and 2008, respectively, as collateral for potential Discount Window contingent borrowings.
     Loans in nonaccrual status totaled approximately $70 million, $98 million, and $14 million at December 31, 2009, 2008, and 2007, respectively. The average recorded investment in impaired loans during 2009, 2008, and 2007 was approximately $113 million, $68 million, and $13 million, respectively. If such impaired loans had been on a full accrual basis, interest income on these loans would have been approximately $3.4 million, $1.6 million, and $188,000, in 2009, 2008, and 2007, respectively.
     Loans totaling approximately $27 million, and $17 million, were transferred to other real estate in 2009, and 2008, respectively.
     The Bank has loans outstanding to various executive officers, directors, and their related interests. Management believes that all of these loans were made in the ordinary course of business on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable transactions with other customers, and did not involve more than normal risks. The following is a summary of activity during 2009 for such loans:
         
    Amount  
    (In thousands)  
Loan balances at January 1, 2009
  $ 1,609  
New loans
     
Less — Loan repayments
    1,248  
 
     
Loan balances at December 31, 2009
  $ 361  
 
     
     The following is a summary of activity in the allowance for loan losses:
                         
    December 31,  
    2009     2008     2007  
    (In thousands)  
Balance at beginning of year
  $ 33,691     $ 16,557     $ 14,213  
Provision for loan losses
    28,800       36,550       8,500  
Loans charged off
    (33,300 )     (20,575 )     (7,517 )
Recoveries on loans charged off
    881       1,159       1,361  
 
                 
Balance at end of year
  $ 30,072     $ 33,691     $ 16,557  
 
                 
     Impaired loans are summarized as follows at December 31, 2009 and 2008:
                 
    December 31,  
    2009     2008  
    (In thousands)  
Impaired loans with related allowance for loan losses calculated under ASC 310
  $ 75,971     $ 97,851  
Impaired loans with no related allowance for loan losses calculated under ASC 310
    17,403       16,993  
 
           
Total impaired loans
  $ 93,374     $ 114,844  
 
           
Valuation allowance related to impaired loans
  $ 6,125     $ 9,940  
 
           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
     The average impaired loans and interest income recognized are summarized below:
                         
    For the Years Ended December 31,  
    2009     2008     2007  
            (In thousands)          
Average impaired loans(1)
  $ 109,253     $ 68,531     $ 18,007  
Interest income recognized on impaired loans
  $ 660     $ 596     $ 1,845  
Cash basis interest recognized on impaired loans
  $     $     $  
 
(1)   Average based on end of month outstandings
5. Other Real Estate
     There were write-downs totaling $3.9 million in 2009, $2.4 million in 2008, and $85,000 in 2007 on other real estate owned recorded in other operating expenses. There were proceeds from sales of approximately $17.2 million, $7.6 million, and $1.2 million from other real estate owned by the Company in 2009, 2008, and 2007, respectively, resulting in net gains on sales of $68,000, $197,000 and $118,000 in 2009, 2008, and 2007, respectively.
     Real estate owned consisted of the following:
                 
    December 31,  
    2009     2008  
    (In thousands)  
Commercial
  $ 3,367     $ 837  
Residential
    7,040       9,197  
Lots
    15,348       7,113  
 
           
Gross other real estate
    25,755       17,147  
Valuation allowance
    (3,975 )     (2,084 )
 
           
Total real estate owned
  $ 21,780     $ 15,063  
 
           
Gains on sales and capitalized costs related to real estate owned are summarized below:
                         
    For the Years Ended December 31,  
    2009     2008     2007  
            (In thousands)          
Net gains on sales of real estate owned
  $ 68     $ 197     $ 118  
 
                 
Capitalized costs of real estate owned
  $ 411     $ 821     $ 367  
 
                 
6. Premises and Equipment
     Premises and equipment are summarized as follows:
                 
    December 31,  
    2009   2008  
    (In thousands)  
Land
  $ 4,816     $ 4,821  
Buildings and improvements
    17,239       17,217  
Furniture and equipment
    17,136       16,865  
 
           
 
    39,191       38,903  
Less accumulated depreciation and amortization
    (21,099 )     (19,592 )
 
           
Premises and equipment, net
  $ 18,092     $ 19,311  
 
           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
7. Deposits
     Time deposits over $100,000 as of December 31, 2009 and 2008, were approximately $257 million and $318 million, respectively. Maturities for time deposits over $100,000 as of December 31, 2009, in excess of one year are summarized in the table below:
         
    Amount  
    (In thousands)  
Maturity:
       
One to two years
  $ 32,569  
Two to three years
    1,167  
Three to five years
    11,867  
 
     
Total
  $ 45,603  
 
     
     Related interest expense was $10 million, $14 million, and $16 million for the years ended December 2009, 2008, and 2007, respectively. Included in demand and money market deposits were NOW accounts totaling $69 million and $94 million, at December 31, 2009 and 2008, respectively.
     Brokered deposits obtained through investment banking firms under master certificates totaled approximately $99 million, $190 million, and $137 million as of December 31, 2009, 2008, and 2007, respectively, and were included in other time deposits. Brokered deposits outstanding at December 31, 2009, were acquired in 2009, 2008, and 2005 and had original maturities of 18 to 84 months. Brokered deposits outstanding at December 31, 2008, were acquired in 2008, 2007, and 2005 and had original maturities of 9 to 60 months. The weighted average cost of brokered deposits at December 31, 2009, 2008, and 2007, was 4.30%, 4.27%, and 5.02%, respectively, and related interest expense totaled $6.0 million, $7.4 million, and $5.9 million during 2009, 2008, and 2007, respectively.
8. Short-Term Borrowings
     Short-term debt is summarized as follows:
                 
    December 31,  
    2009     2008  
    (In thousands)  
Overnight repurchase agreements primarily with commercial customers at an average rate of ..45% and 1.78% at December 31, 2009 and 2008, respectively
  $ 14,370     $ 52,517  
FHLB three year European Convertible Advance with interest at 4.06% maturing November 5, 2010, with a one-time FHLB conversion option to reprice to a three-month LIBOR-based floating rate at the end of one year
    25,000        
FHLB collateralized borrowing with a fixed rate of 2.64% at December 31, 2009 and a maturity date of April 5, 2010
    2,500        
FHLB collateralized borrowing with a fixed rate of 2.44% at December 31, 2008, and a maturity date of April 3, 2009
          2,500  
 
           
Total short-term borrowings
  $ 41,870     $ 55,017  
 
           
     Short-term borrowings mature either overnight or on a remaining fixed maturity not to exceed one year. Overnight repurchase agreements consist primarily of balances in the transaction accounts of commercial customers swept nightly to an overnight investment account. All short-term repurchase agreements are collateralized with investment securities having a market value equal to or greater than, but approximating, the balance borrowed. Term fixed rate advances with the FHLB are collateralized with pledged qualifying real estate loans. A daily rate line of credit advance with the FHLB is a line collateralized with pledged qualifying real estate loans which may be increased or decreased daily and may be drawn on to the extent of available pledged collateral. It reprices daily and bears a rate comparable to that of overnight Federal funds. At December 31, 2009 and 2008, the Company had a collateralized line of credit with the FHLB, which required loans secured by real estate, investment securities or other acceptable collateral, to borrow up to a maximum of approximately $185 million and $176 million, respectively, subject to available qualifying pledged collateral. At December 31, 2009 and 2008, the Company had a contingent line of credit collateralized with consumer loans with the Federal Reserve Bank of Atlanta Discount Window. In addition, the Company had an unused term repurchase line available with another financial institution at December 31, 2009 and 2008, the borrowing amount is dependent upon

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
the market value of securities available to transfer and the agreed upon Buyer’s Margin Amount, as defined in the repurchase line. The Company had securities with an aggregate market value of $6.9 million and $650,000 available under the repurchase line at December 31, 2009 and 2008, respectively. Finally, the Company had $32 million and $37 million, respectively, in total Federal funds lines available with various financial institutions as of December 31, 2009 and 2008. The weighted average rate on short-term borrowings outstanding at December 31, 2009, 2008, and 2007, was 2.74%, 1.81% and 3.44%, respectively.
9. Subordinated Debt and Other Long-Term Debt
     Subordinated Debt and Other Long-term Debt are summarized as follows:
                 
    December 31,  
    2009     2008  
    (In thousands)  
Subordinated Debt
               
 
               
Fixed rate 30-year capital pass-through securities with interest at 10.875%, payable semi-annually, redeemable in whole or part on or after March 8, 2010, at a declining redemption price ranging from 105.438% to 100%
  $ 10,825     $ 10,825  
 
               
Fixed rate 30-year trust preferred securities with interest at 11.045%, payable semi-annually, redeemable in whole or part on or after July 19, 2010, at a declining redemption price ranging from 105.523% to 100%
    10,309       10,309  
 
               
Floating rate 30-year capital securities with interest adjusted quarterly at three-month LIBOR plus 3.10%, with a rate at December 31, 2009 and 2008, of 3.35% and 4.57%, respectively, with interest payable quarterly, redeemable in whole or part on or after June 26, 2008, at a redemption price of 100%
    15,464       15,464  
 
               
Floating rate 30-year capital securities with interest adjusted quarterly at three-month LIBOR plus 1.89%, with a rate at December 31, 2009 and 2008, of 2.14% and 3.76%, respectively, with interest payable quarterly, redeemable in whole or part on or after March 17, 2010, at a redemption price of 100%
    10,310       10,310  
 
               
Floating rate 30-year capital securities with interest fixed at 6.62% until September 15, 2012, when the interest rate will become variable and adjusted quarterly at three-month LIBOR plus 1.40%, with interest payable quarterly, redeemable in whole or part on or after September 15, 2012, at a redemption price of 100%
    20,619       20,619  
 
           
 
               
Subordinated debt
    67,527       67,527  
 
           
 
               
Long-Term Debt
               
 
               
FHLB three year European Convertible Advance with interest at 4.06% maturing November 5, 2010, with a one-time FHLB conversion option to reprice to a three-month LIBOR-based floating rate at the end of one year
          25,000  
 
               
FHLB four year Fixed Rate Advance with interest at 3.2875% maturing March 12, 2012
    5,000       5,000  
 
               
FHLB five year European Convertible Advance with interest at 2.395% maturing March 12, 2013, with a one-time FHLB conversion option to reprice to a three-month LIBOR-based floating rate at the end of two years
    5,000       5,000  
 
               
FHLB five year European Convertible Advance with interest at 2.79% maturing March 12, 2013, with a one-time FHLB conversion option to reprice to a three-month LIBOR-based floating rate at the end of three years
    5,000       5,000  
 
               
FHLB four year Fixed Rate Credit Advance with interest at 3.24% maturing April 2, 2012
    2,500       2,500  
 
               
FHLB five year European Convertible Advance with interest at 2.40% maturing April 3, 2013, with a one-time FHLB conversion option to reprice to a three-month LIBOR-based floating rate at the end of two years
    2,500       2,500  
 
               
FHLB four year Fixed Rate Credit Advance with interest at 2.90% maturing March 11, 2013
    15,000        
 
               
FHLB three year Fixed Rate Credit Advance with interest at 2.56% maturing April 13, 2012
    15,000        
 
               
FHLB two year Fixed Rate Credit Advance with interest at 2.64% maturing April 5, 2010
          2,500  
 
           
Long-term debt
    50,000       47,500  
 
           
Total subordinated debt and long-term debt
  $ 117,527     $ 115,027  
 
           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
     Subordinated debt and other long-term debt note maturities as of December 31, 2009, are summarized as follows (dollars in thousands):
         
    Amount  
    (In thousands)  
2011
  $  
2012
    22,500  
2013
    27,500  
2014
     
2015
     
Thereafter
    67,527  
 
     
Total
  $ 117,527  
 
     
          The Company has five business trust subsidiaries that are variable interest entities, FNC Capital Trust I (“FNCCTI”), Fidelity National Capital Trust I (“FidNCTI”), Fidelity Southern Statutory Trust I (“FSSTI”), Fidelity Southern Statutory Trust II (“FSSTII”) and Fidelity Southern Statutory Trust III (“FSSTIII”) (collectively, the “Trust Subsidiaries”). During 2000, FNCCTI and FidNCTI and during 2003, 2005, and 2007 FSSTI, FSSTII, and FSSTIII, respectively, issued common securities, all of which were purchased and are held by the Company, totaling $2 million and are classified by the Company as other assets and trust preferred securities totaling $67.5 million classified as subordinated debt, which were sold to investors, with 30-year maturities. In addition, the $2 million borrowed from the business trust subsidiaries to purchase their respective common securities is classified as subordinated debt. The trust preferred securities are callable by the business trust subsidiaries on or after defined periods. The trust preferred security holders may only terminate the business trusts under defined circumstances such as default, dissolution, or bankruptcy. The trust preferred security holders and other creditors, if any, of each business trust have no recourse to the Company and may only look to the assets of each business trust to satisfy all debts and obligations.
     The only assets of the Trust Subsidiaries are subordinated debentures of the Company, which were purchased with the proceeds from the issuance of the common and preferred securities. FNCCTI and FidNCTI have fixed interest rates of 10.875% and 11.045%, respectively, while FSSTI and FSSTII have current interest rates of 3.35% and 2.14%, respectively, and reprice quarterly at interest rates set at 3.10% and 1.89%, respectively, over three-month LIBOR. FSSTIII currently has a fixed rate of 6.62% until September 15, 2012, when it will be repriced quarterly at 1.40% over three-month LIBOR. The Company makes semi-annual interest payments on the subordinated debentures to FNCCTI and FidNCTI and quarterly interest payments to FSSTI, FSSTII, and FSSTIII which use these payments to pay dividends on the common and preferred securities. The trust preferred securities are eligible for regulatory Tier 1 capital, with a limit of 25% of the sum of all core capital elements. All amounts exceeding the 25% limit are includable in regulatory Tier 2 capital in the aggregate amount of 50% of the sum of all core capital elements (see Note 2 — “Regulatory Matters”).
     The equity investments in the subsidiaries created to issue the obligations, the obligations themselves, and related dividend income and interest expense are reported on a deconsolidated basis in accordance with the consolidation guidance in ASC 810-10-15 with the investments in the amount of $2 million reported as other assets and dividends included as other noninterest income. The obligations, including the amount related to the equity investments, in the amount of $67.5 million are reported as subordinated debt, with related interest expense reported as interest on subordinated debt.
     In November 2007, the Company entered into a $25 million three year FHLB European Convertible Advance collateralized with pledged qualifying real estate loans and maturing November 5, 2010. The advance bears interest at 4.06% with a one time FHLB conversion option in November, 2008 which was not exercised. Under the provisions of the advance, the FHLB had the option to convert the advance into a three-month LIBOR based floating rate advance. This advance was reclassified to short-term borrowings in the fourth quarter of 2009.
     In March of 2008, the Bank purchased approximately $20.0 million in fixed rate agency mortgage backed securities which were funded with $20.0 million in laddered two year through five year maturity long-term Federal Home Loan Bank advances of which $15.0 million remained outstanding at December 31, 2009. In April 2008, the Bank purchased $10 million in fixed rate agency mortgage backed securities which were funded with $10 million in laddered one year through five year Federal Home Loan Bank advances of which $7.5 million remained outstanding at December 31, 2009. The associated long-term advances are discussed below.
     On March 12, 2008, the Company entered into a $5.0 million four year FHLB fixed rate advance collateralized with pledged qualifying real estate loans and maturing March 12, 2012. The advance bears interest at 3.2875%. The Bank may prepay the advance

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
subject to a prepayment penalty. However, should the FHLB receive compensation from its hedge parties upon a prepayment, that compensation would be payable to the Bank less an administrative fee.
     On March 12, 2008, the Company entered into a $5.0 million five year FHLB European convertible advance collateralized with pledged qualifying real estate loans and maturing March 12, 2013. The advance had an interest rate of 2.395% at December 31, 2009. The FHLB has the one time option on March 12, 2010, to convert the interest rate from a fixed rate to a variable rate based on three-month LIBOR plus a spread charged by the FHLB to its members for an adjustable rate credit advance with the same remaining maturity.
     On March 12, 2008, the Company entered into a $5.0 million five year FHLB European convertible advance collateralized with pledged qualifying real estate loans and maturing March 12, 2013. The advance had an interest rate of 2.79% at December 31, 2009. The FHLB has the one time option on March 14, 2011, to convert the interest rate from a fixed rate to a variable rate based on three-month LIBOR plus a spread charged by the FHLB to its members for an adjustable rate credit advance with the same remaining maturity.
     On April 3, 2008, the Company entered into a $2.5 million five year FHLB European convertible advance collateralized with pledged qualifying real estate loans and maturing April 3, 2013. The advance had an interest rate of 2.40% at December 31, 2009. The FHLB has the one time option on April 5, 2010, to convert the interest rate from a fixed rate to a variable rate based on three-month LIBOR plus a spread charged by the FHLB to its members for an adjustable rate credit advance with the same remaining maturity.
     On April 1, 2008, the Company entered into a $2.5 million four year FHLB Fixed Rate advance collateralized with pledged qualifying real estate loans and maturing April 2, 2012. The advance had an interest rate of 3.24% at December 31, 2009.
     On April 4, 2008, the Company entered into a $2.5 million two year FHLB Fixed Rate advance collateralized with pledged qualifying real estate loans and maturing April 5, 2010. The advance had an interest rate of 2.64% at December 31, 2009. This advance was reclassified to short-term borrowings in 2009.
     On March 9, 2009, the Company entered into a $15 million four year FHLB Fixed Rate advance collateralized with pledged qualifying real estate loans and maturing March 11, 2013. The advance had an interest rate of 2.90% at December 31, 2009.
     On March 12, 2009, the Company entered into a $15 million three year FHLB Fixed Rate advance collateralized with pledged qualifying real estate loans and maturing April 13, 2012. The advance had an interest rate of 2.56% at December 31, 2009.
     If the Bank should decide to prepay any of the convertible advances above prior to conversion by the FHLB, it will be subject to a prepayment penalty. However, should the FHLB receive compensation from its hedge parties upon a prepayment, that compensation would be payable to the Bank less an administrative fee. Also, should the FHLB decide to exercise its option to convert the advances to variable rate, the Bank can prepay the advance on the conversion date and each quarterly interest payment date thereafter with no prepayment penalty.
     There was no indebtedness to directors, executive officers, or principal holders of equity securities in excess of 5% of shareholders’ equity at December 31, 2009 or 2008.
10. Income Tax
     Income tax expense (benefit) attributable to pretax income consists of:
                         
    Current     Deferred     Total  
    (In thousands)  
Year ended December 31, 2009:
                       
Federal
  $ (5,833 )   $ 3,241     $ (2,592 )
State
    (683 )     (680 )     (1,363 )
 
                 
 
  $ (6,516 )   $ 2,561     $ (3,955 )
 
                 
 
                       
Year ended December 31, 2008:
                       
Federal
  $ (996 )   $ (6,108 )   $ (7,104 )
State
    14       (2,009 )     (1,995 )
 
                 
 
  $ (982 )   $ (8,117 )   $ (9,099 )
 
                 
 
                       
Year ended December 31, 2007:
                       
Federal
  $ 4,546     $ (1,923 )   $ 2,623  
State
    52       (321 )     (269 )
 
                 
 
  $ 4,598     $ (2,244 )   $ 2,354  
 
                 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
     Income tax expense differed from amounts computed by applying the statutory U.S. Federal income tax rate to pretax income as a result of the following:
                                                 
    2009     2008     2007  
    Amount     %     Amount     %     Amount     %  
    (Dollars in thousands)  
Taxes at statutory rate
  $ (2,655 )     (34.0 )%   $ (7,254 )     (34.0 )%   $ 3,056       34.0 %
Increase (reduction) in income taxes resulting from:
                                               
State income tax expense, net of Federal income (benefit) tax
    (899 )     (11.5 )     (1,371 )     (6.4 )     (177 )     (2.0 )
Cash surrender value of life insurance
    (341 )     (4.4 )     (345 )     (1.6 )     (376 )     (4.2 )
Tax exempt income
    (295 )     (3.8 )     (324 )     (1.5 )     (325 )     (3.6 )
Other, net
    235       3.1       195       .8       176       2.0  
 
                                   
Income tax (benefit) expense
  $ (3,955 )     (50.6 )%   $ (9,099 )     (42.7 )%   $ 2,354       26.2 %
 
                                   
     The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities at December 31, 2009 and 2008, are presented below:
                                 
    December 31,  
    2009     2008  
    Assets     Liabilities     Assets     Liabilities  
    (In thousands)  
Allowance for loan losses
  $ 10,890     $     $ 12,789     $  
Accelerated depreciation
          847             707  
Deferred loan fees, net
    74                   53  
Deferred compensation
    1,102             849        
Other real estate
    1,635             1,821        
Deductible prepaids
          1,857              
State tax carryforward
    1,403             627        
Unrealized holding gains and losses on securities available-for-sale
    39                   817  
Other
    839       218       595       340  
 
                       
Total
  $ 15,982     $ 2,922     $ 16,681     $ 1,917  
 
                       
     There is no valuation allowance provided at December 31, 2009 and 2008 for any of the deferred tax assets based on management’s belief that all deferred tax asset benefits will be realized. At December 31, 2009, the Company had $4.0 million in state tax credit carryforwards which expire as follows: $269,000 in 2010, $1.0 million in 2011, $972,000 in 2012, $644,000 in 2013, $519,000 in 2014, $519,000 in 2015, $25,000 in 2016, $40,000 in 2017, and $25,000 in 2018.
Uncertain Tax Positions
     The Company is subject to the possibility of a tax audit in numerous jurisdictions in the U.S. until the applicable expiration of the statutes of limitations. For Federal and state purposes, the Company is no longer subject to tax examinations by tax authorities for tax years before 2006.
     Effective January 1, 2007, the Company adopted FIN 48, “Accounting for Uncertainty in Income Taxes” which updated ASC 740-10-05. The reconciliation of our gross unrecognized tax benefits is as follows:
                 
    December 31,  
    2009     2008  
    (In thousands)  
Beginning balance
  $ 196     $ 189  
Gross increases to tax positions in prior periods
          117  
Gross decreases to tax positions in prior periods
    (34 )     (35 )
Gross increases to current period tax positions
           
Reductions due to expiration of statute of limitations
    (91 )     (75 )
 
           
Ending Balance
  $ 71     $ 196  
 
           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
     Unrecognized tax benefits related to federal and state tax positions may decrease by a range of $10,000 to $68,000 by December 31, 2010, due to tax years closing during 2010. The Company accrued approximately $13,000 and $46,000, for the payment of interest at December 31, 2009 and 2008, respectively. For financial accounting purposes, interest and penalties accrued, if any, are classified as other expense. The amount of unrecognized tax benefits at December 31, 2009, that if recognized would impact the Company’s effective tax rate is $59,000.
11. Employee Benefits
     The Company maintains a 401(k) defined contribution retirement savings plan (the “Plan”) for employees age 21 or older. Employees’ contributions to the Plan are voluntary. The Company matches 50% of the first 6% of participants’ contributions in Fidelity Southern Corporation common stock. For the years ended December 31, 2009, 2008, and 2007, the Company contributed $566,776, $429,409, and $362,927 respectively, net of forfeitures, to the Plan.
     The Company’s 1997 Stock Option Plan authorized the grant of options to management personnel for up to 500,000 shares of the Company’s common stock. All options granted have three to eight year terms and vest ratably over three to five years of continued employment. No options may be or were granted after March 31, 2007, under this plan.
     The Fidelity Southern Corporation Equity Incentive Plan (the “2006 Incentive Plan”), permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other incentive awards (“Incentive Awards”). The maximum number of shares of our common stock that may be issued under the 2006 Incentive Plan is 750,000 shares, all of which may be stock options. Generally, no award shall be exercisable or become vested or payable more than 10 years after the date of grant. Options granted under the 2006 Incentive Plan have four year terms and vest ratably over three years of continued employment. There were no options granted during 2009 under the 2006 Incentive Plan and a total of 18,258 incentive shares have been awarded to numerous individuals based on longevity. During 2009, the Company recorded a charge of $74,160 related to incentive share awards based on longevity to be distributed in 2010. These shares are immediately vested. Incentive awards available under the 2006 Incentive Plan totaled 313,242 shares at December 31, 2009.
     The per share weighted fair value of stock options is calculated using the Black-Scholes option pricing model. Expected volatilities are based on implied volatilities from historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. All option grantees are considered one group for valuation purposes. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate period within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The fair values of the options granted were based upon the discounted value of future cash flows of options using the following assumptions:
                         
    2009     2008     2007  
Risk-free rate
    %     3.27 %     4.88 %
Expected term of the options
        4 years   3 years
Expected forfeiture
    %     15.00 %     15.00 %
Expected dividends
          .14       1.93  
Expected volatility
          28.53       15.48  
     A summary of option activity under the plan as of December 31, 2009, and changes during the year then ended is presented below:
                                 
            Weighted     Weighted        
    Number     Average     Average     Aggregate  
    of share     Exercise     Remaining     Intrinsic  
    options     Price     Contractual Term     Value  
Outstanding at January 1, 2009
    517,074     $ 8.89                  
Granted
                           
Exercised
                           
Forfeited
    22,669       15.55                  
 
                             
Outstanding at December 31, 2009
    494,405     $ 8.59       2.91     $  
 
                       
Exercisable at December 31, 2009
    216,520     $ 10.90       2.54     $  
 
                       

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
     The weighted-average grant-date fair value of share options granted during the years 2008 and 2007 was $.93 and $2.62, per share, respectively. There were no options exercised in 2009. The aggregate intrinsic value of share options exercised during the year ended December 31, 2007, was $119,000. Cash received from option exercise for the year ended December 31, 2007, was $161,000. There were no tax benefits realized from option expenses during the years ended December 31, 2009, 2008, and 2007.
     A summary of the status of the Company’s nonvested share options as of December 31, 2009, and changes during the year then ended is presented below:
                 
            Weighted Average  
    Number of     Grant-Date  
    share options     Fair Value  
Nonvested at January 1, 2009
    445,743     $ 1.33  
Granted
           
Vested
    162,359       1.46  
Forfeited
    5,499       2.67  
 
             
Nonvested at December 31, 2009
    277,885     $ 1.23  
 
             
     As of December 31, 2009, there was $136,000 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the plan. The cost is expected to be recognized over a weighted average period of 1.38 years. The total fair value of shares vested during the years ended December 31, 2009, 2008, and 2007 was $236,000, $158,000, and $49,000, respectively. The Company has a policy of issuing shares from the Company’s authorized and unissued shares to satisfy share option exercises and expects to issue an insignificant amount of shares for share option exercises during 2010.
12. Commitments and Contingencies
     The approximate future minimum rental commitment as of December 31, 2009, for all noncancellable leases with initial or remaining terms of one year or more are shown in the following table:
         
    Amount  
    (In thousands)  
2010
  $ 2,675  
2011
    2,219  
2012
    1,090  
2013
    995  
2014
    230  
Thereafter
    385  
 
     
Total
  $ 7,594  
 
     
     Rental expense for all leases amounted to approximately $2,859,000, $2,637,000, and $2,483,000 in 2009, 2008, and 2007, respectively, net of sublease revenues of zero, $2,000 and $2,000 in 2009, 2008, and 2007, respectively.
     Due to the nature of their activities, the Company and its subsidiaries are at times engaged in various legal proceedings that arise in the normal course of business, some of which were outstanding at December 31, 2009. While it is difficult to predict or determine the outcome of these proceedings, it is the opinion of management and its counsel that the ultimate liabilities, if any, will not have a material adverse impact on the Company’s consolidated results of operations or its financial position.
     The Federal Reserve Board requires that banks maintain cash on hand and reserves in the form of average deposit balances at the Federal Reserve Bank based on the Bank’s average deposits. At December 31, 2009, the available credits exceeded the reserve requirement and only minimal balances were maintained to provide a positive reserve balance.
     In 2007, the Company recorded a charge of $567,000 pretax for its proportional share of a settlement of the Visa litigation with American Express, a reserve for the lawsuit between Visa and Discover Financial Services, and the incremental liability for certain other Visa litigation under our indemnification obligation as a Visa member bank. In 2008, this accrual was reversed after the successful public offering of Visa stock. As of December 31, 2009, the Company had a $152,000 accrual recorded for its proportional share of additional litigation expense related to its Visa indemnification obligation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
13. Shareholders’ Equity
     Generally, dividends that may be paid by the Bank to FSC are subject to certain regulatory limitations. In particular, under Georgia banking law applicable to Georgia state chartered commercial banks such as the Bank, the approval of the GDBF will be required if the total of all dividends declared in any calendar year by the Bank exceeds 50% of the Bank’s net profits for the prior year or if certain other provisions relating to classified assets and capital adequacy are not met. Based on this rule, at December 31, 2009 and 2008, the Bank could not pay any dividends without GDBF regulatory approval. In 2009, FSC and Fidelity Bank operated under memoranda of understanding (“MOU”) with the FRB, the GDBF and the Federal Deposit Insurance Corporation (the “FDIC”). The MOU, which relate primarily to the Bank’s asset quality and loan loss reserves, require that FSC and the Bank submit plans and report to its regulators regarding its loan portfolio and profit plans, among other matters. The MOU also require that the Bank maintain its Tier 1 Leverage Capital ratio at not less than 8% and an overall well-capitalized position as defined in applicable FDIC rules and regulations during the life of the MOU. Additionally, the MOU require that, prior to declaring or paying any cash dividends, FSC and the Bank must obtain the prior written consent of its regulators. At December 31, 2009 and 2008, the Bank’s total shareholders’ equity was approximately $175 million and $177 million, respectively. In 2009 and 2008, FSC invested $0 and $52 million, respectively in the Bank in the form of capital infusions.
     On December 19, 2008, as part of the Treasury’s Capital Purchase Program, Fidelity entered into a Letter Agreement (“Letter Agreement”) and a Securities Purchase Agreement – Standard Terms with the Treasury, pursuant to which Fidelity agreed to issue and sell, and the Treasury agreed to purchase (1) 48,200 shares (the “Preferred Shares”) of Fidelity’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, having a liquidation preference of $1,000 per share, and (2) a ten-year warrant (the “Warrant”) to purchase up to 2,266,458 shares of the Company’s common stock, no par value (“Common Stock”), at an exercise price of $3.19 per share, for an aggregate purchase price of $48.2 million in cash. The Preferred Shares qualify as Tier I capital under risk-based capital guidelines and will pay cumulative dividends at a rate of 5% per annum for the first five years and 9% per annum thereafter. The Preferred Shares may be redeemed after December 19, 2011, at the stated amount of $1,000 per share plus any accrued and unpaid dividends. The Preferred Shares are non-voting except for class voting rights on matters that would adversely affect the rights of the holders of the Preferred Shares.
     Pursuant to the terms of the Letter Agreement, the ability of Fidelity to declare or pay dividends or distributions its common stock is subject to restrictions, including a restriction against increasing dividends from the last quarterly cash dividend per share ($0.01) declared on the common stock prior to December 19, 2008, as adjusted for subsequent stock dividends and other similar actions. In addition, as long as the Preferred Shares are outstanding, dividend payments are prohibited until all accrued and unpaid dividends are paid on such preferred stock, subject to certain limited exceptions. This restriction will terminate on the third anniversary of the date of issuance of the Preferred Shares or, if earlier, the date on which the Preferred Shares have been redeemed in whole or the Treasury has transferred all of the Preferred Shares to third parties.
     Also, under current Federal regulations, the Bank is limited in the amount it may loan to its nonbank affiliates, including FSC. As of December 31, 2009 and 2008, there were no loans outstanding from the Bank to FSC.
     Earnings per share were calculated as follows:
                         
    For the Years Ended December 31,  
    2009     2008     2007  
    (In thousands, except per share data)  
Net (loss) income
  $ (3,855 )   $ (12,236 )   $ 6,634  
Less dividends on preferred stock and accretion of discount
    (3,293 )     (106 )      
 
                 
Net income available to shareholders
  $ (7,148 )   $ (12,342 )   $ 6,634  
 
                 
 
                       
Average common shares outstanding
    9,756       9,431       9,331  
Effect of stock dividends
    247       286       283  
 
                 
Average common shares outstanding – basic
    10,003       9,717       9,614  
 
                       
Dilutive stock options and warrants
                15  
 
                 
Average common shares outstanding – dilutive
    10,003       9,717       9,629  
 
                 
 
                       
Earnings per share – basic
  $ (.71 )   $ (1.27 )   $ .69  
Earnings per share – dilutive
  $ (.71 )   $ (1.27 )   $ .69  
     In November 2008, the Company issued a stock dividend equal to one share for every 200 shares owned as of the record date. In January, April, July, and October of 2009, the Company issued a stock dividend equal to one share for every 200 shares owned as

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
of the record date. In January 2010, the Company issued a stock dividend equal to one share for every 200 shares owned as of the record date. Basic and diluted earnings per share for prior years have been retroactively adjusted to reflect these stock dividends as shown below:
                 
    2008     2007  
Basic EPS, previously reported
  $ (1.30 )   $ .70  
Effect of stock dividend
    .03       (.01 )
 
           
Restated basic EPS
  $ (1.27 )   $ .69  
 
           
 
               
Dilutive EPS, previously reported
  $ (1.30 )   $ .70  
Effect of stock dividend
    .03       (.01 )
 
           
Restated dilutive EPS
  $ (1.27 )   $ .69  
 
           
     At December 31, 2008, there were 2,266,458 ten-year warrants associated with the preferred stock issued to the U.S. Treasury under the TARP Capital Purchase Program to purchase shares of the Company’s common stock at an exercise price of $3.19 per share which would have been included in the calculation of dilutive earning per share except that to do so would have an anti-dilutive impact on earnings per share.
14. Components of Other Comprehensive Income (Loss)
     SFAS No. 130, “Reporting Comprehensive Income,” which updated ASC 220-10-05 establishes standards for reporting comprehensive (loss) income. Comprehensive (loss) income includes net income and other comprehensive (loss) income, which is defined as non-owner related transactions in equity. The only other comprehensive (loss) income item is unrealized gains or losses, net of tax, on securities available-for-sale.
     The amounts of other comprehensive (loss) income included in equity with the related tax effect and the accumulated other comprehensive (loss) income are reflected in the following schedule (dollars in thousands):
                         
                    Accumulated  
            Tax     Other  
    Gain/(Loss)     (Expense)     Comprehensive  
    Before Tax     /Benefit     Income/(Loss)  
    (In thousands)  
January 1, 2007
                  $ (1,590 )
 
                       
Unrealized market adjustments for the period
  $ 1,268     $ (481 )     787  
Less adjustment for net gains included in income
    2       (1 )     1  
 
                 
December 31, 2007
  $ 1,266     $ (480 )     (804 )
 
                   
 
                       
Unrealized market adjustments for the period
  $ 3,493     $ (1,327 )     2,166  
Less adjustment for net gains included in income
    47       (18 )     29  
 
                 
December 31, 2008
  $ 3,446     $ (1,309 )     1,333  
 
                   
 
                       
Unrealized market adjustments for the period
  $ 3,056     $ (1,161 )     1,895  
Less adjustment for net gains included in income
    5,308       (2,016 )     3,292  
 
                 
December 31, 2009
  $ (2,252 )   $ 855     $ (64 )
 
                 
15. Fair Value of Financial Instruments
     Effective January 1, 2008, the Company adopted the provisions of SFAS No. 157, “Fair Value Measurements” which updated ASC 820-10-05, for financial assets and financial liabilities with the exception of the application to nonfinancial assets and liabilities measured at fair value on a nonrecurring basis (such as other real estate). This guidance establishes a common definition of fair value and framework for measuring fair value under U.S. GAAP. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described below:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (continued)
     Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
     Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly, for substantially the full term of the asset or liability;
     Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
     A financial instrument’s level within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. Fair value enables a company to mitigate the non-economic earnings volatility caused from financial assets and financial liabilities being carried at different bases of accounting, as well as to more accurately portray the active and dynamic management of a company’s balance sheet.
     In accordance with SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” which is now codified in ASC 825-10-25, the Company has elected to record newly originated mortgage loans held-for-sale at fair value as of December 31, 2009.
Loans Held-for-Sale
     In 2009, the Company began recording at fair value certain newly-originated mortgage loans held-for-sale. The Company chose to fair value these mortgage loans held-for-sale in order to eliminate the complexities and inherent difficulties of achieving hedge accounting and to better align reported results with the underlying economic changes in value of the loans and related hedge instruments. This election impacts the timing and recognition of origination fees and costs, as well as servicing value. Specifically, origination fees and costs, which had been appropriately deferred under SFAS No. 91 “Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases” now codified in ASC 310-20-25 and previously recognized as part of the gain/loss on sale of the loans, are now recognized in earnings at the time of origination. For the year ended December 31, 2009, approximately $326,000 of loan origination fees were recognized in noninterest income and approximately $97,000 of loan origination costs were recognized in noninterest expense due to this fair value election. Interest income on mortgage loans held-for-sale is recorded on an accrual basis in the consolidated statement of operations under the heading “Interest income-loans, including fees.” The servicing value is included in the fair value of the mortgage loan held-for-sale and initially recognized at the time the Company enters into Interest Rate Lock Commitments (“IRLCs”) with borrowers. The mark to market adjustments related to loans held-for-sale and the associated economic hedges are captured in mortgage banking activities.
Valuation Methodologies and Fair Value Hierarchy
     The primary financial instruments that the company carries at fair value include investment securities, IRLCs, derivative instruments, and loans held-for-sale. Classification in the fair value hierarchy of financial instruments is based on the criteria set forth in SFAS No. 157, now codified in FASB ASC 820-10-35.
     The Company classifies IRLCs on residential mortgage loans held-for-sale, which are derivatives under SFAS No. 133 now codified in ASC 815-10-15, on a gross basis within other liabilities or other assets. The fair value of these commitments, while based on interest rates observable in the market, is highly dependent on the ultimate closing of the loans. These “pull-through” rates are based on both the Company’s historical data and the current interest rate environment and reflect the Company’s best estimate of the likelihood that a commitment will ultimately result in a closed loan. As a result of the adoption of SAB No. 109, the loan servicing value is also included in the fair value of IRLCs.
     Derivative instruments are primarily transacted in the secondary mortgage and institutional dealer markets and priced with observable market assumptions at a mid-market valuation point, with appropriate valuation adjustments for liquidity and credit risk. For purposes of valuation adjustments to its derivative positions under FASB ASC 820-10-35, the Company has evaluated liquidity premiums that may be demanded by market participants, as well as the credit risk of its counterparties and its own credit. To date, no material losses due to a counterparty’s inability to pay any net uncollateralized position has been incurred.
     The credit risk associated with the underlying cash flows of an instrument carried at fair value was a consideration in estimating the fair value of certain financial instruments. Credit risk was considered in the valuation through a variety of inputs, as applicable, including, the actual default and loss severity of the collateral, and level of subordination. The assumptions used to estimate credit risk applied relevant information that a market participant would likely use in valuing an instrument. Because mortgage loans held-for-sale are sold within a few weeks of origination, it is unlikely to demonstrate any of the credit weaknesses discussed above and as a result, there were no credit related adjustments to fair value at December 31, 2009.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
     The following tables present financial assets measured at fair value at December 21, 2009 and 2008 on a recurring basis and the change in fair value for those specific financial instruments in which fair value has been elected. The changes in the fair value of economic hedges were also recorded in mortgage banking activities and are designed to partially offset the change in fair value of the financial instruments referenced in the tables below.
                                                 
                                    For Items Measured at Fair Value
                                    Pursuant to Election of the Fair Value
            Fair Value Measurements at December 31, 2009   Options:
    Assets   Quoted Prices                   Fair Value Gain
(Loss) for the
Year Ended
  Fair Value Gain
(Loss) for the Three
    Measured at   in Active       December 31,   Months Ended
    Fair Value   Markets for   Significant Other   Significant   2009 Mortgage   December 31, 2009
    December 31,   Identical Assets   Observable   Unobservable   Banking   Mortgage Banking
    2009   (Level 1)   Inputs (Level 2)   Inputs (Level 3)   Activities   Activities
        (In thousands)    
Debt securities issued by U.S. Government corporations and agencies
  $ 63,119     $     $ 63,119     $     $     $  
Debt securities issued by states and political subdivisions
    11,407             11,407                    
Residential mortgage-backed securities – Agency
    62,391             62,391                    
Mortgage loans held-for-sale
    80,869             80,869             240       (1,368 )
Other Assets(1)
    1,778                   1,778              
Other Liabilities(1)
    55                   55              
 
(1)   This amount includes mortgage related interest rate lock commitments and derivative financial instruments to hedge interest rate risk. Interest rate lock commitments were recorded on a gross basis.
                                 
            Fair Value Measurements at December 31, 2008
    Assets   Quoted Prices        
    Measured at   in Active        
    Fair Value   Markets for   Significant Other   Significant
    December 31,   Identical Assets   Observable   Unobservable
    2008   (Level 1)   Inputs (Level 2)   Inputs (Level 3)
    (In thousands)
Debt securities issued by U.S. Government corporations and agencies
  $ 9,954     $     $ 9,954     $  
Debt securities issued by states and political subdivisions
    14,384             14,384        
Residential mortgage-backed securities – Agency
    104,411             104,411        
     The fair value of mortgage loans held-for-sale is based on what secondary markets are currently offering for portfolios with similar characteristics. As such, the Company classifies these loans as Level 2.
     Investment Securities classified as available-for-sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. The investments in the Company’s portfolio are generally not quoted on an exchange but are actively traded in the secondary institutional markets.
     The table below presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (level 3) during the quarter and year ended December 31, 2009.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                 
            Other  
    Other Assets(1)     Liabilities(1)  
    (In thousands)  
Beginning Balance October 1, 2009
  $ 855     $ (1,186 )
 
               
Total gains (losses) included in earnings:(2)
               
Issuances
    1,778       (55 )
Settlements and closed loans
    (671 )      
Expirations
    (184 )     1,186  
Total gains (losses) included in other comprehensive income
           
 
           
 
               
Ending Balance December 31, 2009(3)
  $ 1,778     $ (55 )
 
           
                 
    Other     Other  
    Assets(1)     Liabilities(1)  
    (In thousands)  
Beginning Balance January 1, 2009
  $     $  
 
               
Total gains (losses) included in earnings:(2)
               
Issuances
    6,121     $ (1,741 )
Settlements and closed loans
    (1,761 )     3  
Expirations
    (2,582 )     1,683  
Total gains (losses) included in other comprehensive income
           
 
           
 
               
Ending Balance December 31, 2009(3)
  $ 1,778     $ (55 )
 
           
 
               
 
(1)   Includes Mortgage related interest rate lock commitments and derivative financial instruments entered into hedge interest rate risk.
 
(2)   Amounts included in earnings are recorded in mortgage banking activities.
 
(3)   Represents the amount included in earnings attributable to the changes in unrealized gains/losses relating to IRLCs and derivatives still held at period end.
     The following tables present the assets that are measured at fair value on a non-recurring basis by level within the fair value hierarchy as reported on the consolidated statements of financial position at December 31, 2009 and 2008.
                                         
    Fair Value Measurements at December 31, 2009
            Quoted            
            Prices in   Significant        
            Active Markets   Other   Significant    
            for Identical   Observable   Unobservable   Valuation
    Total   Assets Level 1   Inputs Level 2   Inputs Level 3   Allowance
                    (In thousands)                
SBA loans held-for-sale
  $ 4,807     $     $     $ 4,807     $ (87 )
Impaired loans
    75,971                   75,971       (6,038 )
ORE
    21,780                   21,780       (3,976 )
Mortgage servicing rights
    875                   875       (83 )
                                         
    Fair Value Measurements at December 31, 2008
            Quoted            
            Prices in   Significant        
            Active Markets   Other   Significant    
            for Identical   Observable   Unobservable   Valuation
    Total   Assets Level 1   Inputs Level 2   Inputs Level 3   Allowance
                    (In thousands)                
SBA loans held-for-sale
  $ 14,033     $     $     $ 14,033     $ (192 )
Impaired loans
    97,851                   97,851       (9,940 )
ORE
    15,063                   15,063       (2,438 )

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
     SBA loans held-for-sale are measured at the lower of cost or fair value. Fair value is based on recent trades for similar loan pools as well as offering prices for similar assets provided by buyers in the SBA secondary market. If the cost of a loan is determined to be less than the fair value of similar loans, the impairment is recorded by the establishment of a reserve to reduce the value of the loan.
     Impaired loans are evaluated and valued at the time the loan is identified as impaired, at the lower of cost or fair value. Fair value is measured based on the value of the collateral securing these loans and is classified as a Level 3 in the fair value hierarchy. Collateral may include real estate or business assets, including equipment, inventory and account receivable. The value of real estate collateral is determined based on an appraisal by qualified licensed appraisers hired by the Company. If significant, the value of business equipment is based on an appraisal by qualified licensed appraisers hired by the Company otherwise, the equipment’s net book value on the business’ financial statements is the basis for the value of business equipment. Inventory and accounts receivable collateral are valued based on independent field examiner review or aging reports. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business. Impaired loans are evaluated on at least a quarterly basis for additional impairment and adjusted accordingly.
     Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets. Subsequently, foreclosed assets are carried at the lower of carrying value or fair value less estimated selling costs. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the foreclosed asset as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the foreclosed asset as nonrecurring Level 3. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business.
     Certain residential mortgage loans are sold with servicing retained. When the contractually specific servicing fees on loans sold servicing retained are expected to be more than adequate compensation to a servicer for performing the servicing, a capitalized servicing asset is recognized based on fair value. When the expected costs to a servicer for performing loans servicing are not expected to adequately compensate a servicer, a capitalized servicing liability is recognized based on fair value. Management makes certain estimates and assumptions related to costs to service varying types of loans and pools of loans, prepayment speeds, the projected lives of loans and pools of loans sold servicing retained, and discount factors used in calculating the present values of servicing fees projected to be received. No less frequently than quarterly, management reviews the status of all loans and pools of servicing assets to determine if there is any impairment to those assets due to such factors as earlier than estimated repayments or significant prepayments. Any impairment identified in these assets will result in reductions in their carrying values through a valuation allowance and a corresponding increase in operating expenses.
     The following table presents the difference between the aggregate fair value and the aggregate unpaid principal balance of loans held-for-sale for which the fair value option has been elected. The table also includes the difference between aggregate fair value and the aggregate unpaid principal balance of loans that are 90 days or more past due, as well as loans in nonaccrual status.
                         
            Aggregate Unpaid    
    Aggregate Fair   Principal Balance   Fair value
    Value December 31,   Under FVO   over/(under)
    2009   December 31, 2009   unpaid principal
            (In thousands)        
Loans held-for-sale
  $ 80,869     $ 80,629     $ 240  
Past due loans of 90+ days
                 
Nonaccrual loans
                 
     SFAS 107, “Disclosures about Fair Value of Financial Instruments,” (“SFAS 107”) now codified in ASC 825-10-50 requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on settlements using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets, and, in many cases, could not be realized in immediate settlement of the instrument. ASC 825-10-50 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
                                 
    December 31,
    2009     2008  
    Carrying     Fair     Carrying     Fair  
    Amount     Value     Amount     Value  
            (In thousands)          
Financial Instruments (Assets):
                               
Cash and due from banks
  $ 170,692     $ 170,692     $ 68,841     $ 68,841  
Federal funds sold
    428       428       23,184       23,184  
Investment securities available-for-sale
    136,917       136,917       128,749       128,749  
Investment securities held-to-maturity
    19,326       19,942       24,793       25,467  
Investment in FHLB stock
    6,767       6,767       5,282       5,282  
Total loans
    1,391,018       1,283,330       1,410,171       1,456,135  
 
                       
Total financial instruments (assets)
    1,725,148     $ 1,618,076       1,661,020     $ 1,707,658  
 
                           
Non-financial instruments (assets)
    126,372               102,093          
 
                           
Total assets
  $ 1,851,520             $ 1,763,113          
 
                           
Financial Instruments (Liabilities):
                               
Noninterest-bearing demand deposits
  $ 157,511     $ 157,511     $ 138,634     $ 138,634  
Interest-bearing deposits
    1,393,214       1,402,637       1,305,048       1,314,211  
 
                       
Total deposits
    1,550,725       1,560,148       1,443,682       1,452,845  
Short-term borrowings
    41,870       41,143       55,017       55,032  
Subordinated debt
    67,527       60,573       67,527       48,069  
Other long-term debt
    50,000       51,017       47,500       46,252  
 
                       
Total financial instruments (liabilities)
    1,710,122     $ 1,712,881       1,613,726     $ 1,602,198  
 
                           
Non-financial instruments (liabilities and shareholders’ equity)
    141,398               149,387          
 
                           
Total liabilities and shareholders’ equity
  $ 1,851,520             $ 1,763,113          
 
                           
     The carrying amounts reported in the consolidated balance sheets for cash, due from banks, and Federal funds sold approximate the fair values of those assets. For investment securities, fair value equals quoted market prices, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities or dealer quotes.
     Ownership in equity securities of bankers’ bank (FHLB stock) is restricted and there is no established market for their resale. The carrying amount is a reasonable estimate of fair value.
     Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type. The fair value of performing loans is calculated by discounting scheduled cash flows through the remaining maturities using estimated market discount rates that reflect the credit and interest rate risk inherent in the loans along with a market risk premium and liquidity discount.
     Fair value for significant nonperforming loans is estimated taking into consideration recent external appraisals of the underlying collateral for loans that are collateral dependent. If appraisals are not available or if the loan is not collateral dependent, estimated cash flows are discounted using a rate commensurate with the risk associated with the estimated cash flows. Assumptions regarding credit risk, cash flows, and discount rates are judgmentally determined using available market information and specific borrower information.
     The fair value of deposits with no stated maturities, such as noninterest-bearing demand deposits, savings, interest-bearing demand, and money market accounts, is equal to the amount payable on demand. The fair value of time deposits is based on the discounted value of contractual cash flows based on the discount rates currently offered for deposits of similar remaining maturities.
     The carrying amounts reported in the consolidated balance sheets for short-term debt approximate those liabilities’ fair values.
     The fair value of the Company’s long-term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities.
     For off-balance sheet instruments, fair values are based on rates currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing for loan commitments and letters of credit.

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
Fees related to these instruments were immaterial at December 31, 2009 and 2008, and the carrying amounts represent a reasonable approximation of their fair values. Loan commitments, letters and lines of credit, and similar obligations typically have variable interest rates and clauses that deny funding if the customer’s credit quality deteriorates. Therefore, the fair values of these items are not significant and are not included in the foregoing schedule.
     This presentation excludes certain financial instruments and all nonfinancial instruments. The disclosures also do not include certain intangible assets, such as customer relationships, deposit base intangibles, and goodwill. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.
16. Financial Instruments With Off-Balance Sheet Risk
     The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments, which include commitments to extend credit and letters of credit, involve to varying degrees elements of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. The contract or notional amounts of these instruments reflect the extent of involvement the Company has in particular classes of financial instruments.
     The Company’s exposure to credit loss, in the event of nonperformance by customers for commitments to extend credit and letters of credit, is represented by the contractual or notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for recorded loans. Loan commitments and other off-balance sheet exposures are evaluated by Credit Review quarterly and reserves are provided for risk as deemed appropriate.
     Commitments to extend credit are agreements to lend to customers as long as there is no violation of any condition established in the agreement. 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 Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.
     Standby and import letters of credit are commitments issued by the Bank to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank holds collateral supporting those commitments as deemed necessary.
     The Company has undertaken certain guarantee obligations for commitments to extend credit and letters of credit that have certain characteristics as specified by FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others – an interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34” now codified in ASC 460-10-05. As noted in Note 14, the fair value of credit and letters of credit are insignificant to the Company.
     Financial instruments with off-balance sheet risk at December 31, 2009, are summarized as follows:
Financial Instruments Whose Contract Amounts Represent Credit Risk:
         
    December 31,  
    2009  
    (In thousands)  
Loan commitments:
       
Commercial real estate, construction and land development
  $ 68,908  
Commercial
    58,811  
SBA
    5,461  
Home equity
    46,071  
Mortgage loans
    37,019  
Lines of credit
    1,734  
Standby letters of credit and bankers acceptances
    4,209  
Federal funds line
     
 
     
Total loan commitments
  $ 222,213  
 
     

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
17. Certain Transfers of Financial Assets
     The Company has transferred certain residential mortgage loans, SBA loans, and indirect loans in which the Company has continuing involvement to third parties. The Company has not engaged in securitization activities with respect to such loans. All such transfers have been accounted for as sales by the Company. The Company’s continuing involvement in such transfers has been limited to certain servicing responsibilities. The Company is not required to provide additional financial support to any of these entities, nor has the Company provided any support it was not obligated to provide. Servicing rights may give rise to servicing assets, which are initially recognized at fair value, subsequently amortized, and tested for impairment. Gains or losses upon sale, in addition to servicing fees and collateral management fees, are recorded in noninterest income.
   Residential Mortgage Loans
     The Company typically sells first lien residential mortgage loans to third party investors including Fannie Mae. Certain of these loans are exchanged for cash and servicing rights, which generate servicing assets for the Company. The servicing assets are recorded initially at fair value. As seller, the Company has made certain standard representations and warranties with respect to the originally transferred loans. The Company estimates its reserves under such arrangements predominantly based on prior experience. To date, the Company’s buy-backs have been de minimus. The Company classifies interest rate lock commitments on residential mortgage loans held-for-sale, which are derivatives under SFAS No. 133 now codified in ASC 815-10-15, on a gross basis within other liabilities or other assets. The fair value of these commitments, while based on interest rates observable in the market, is highly dependent on the ultimate closing of the loans. These “pull-through” rates are based on both the Company’s historical data and the current interest rate environment and reflect the Company’s best estimate of the likelihood that a commitment will ultimately result in a closed loan. As a result of the adoption of SAB No. 109, the loan servicing value is also included in the fair value of interest rate lock commitments (“IRLCs”).
     The Company maintains a risk management program to manage interest rate risk and pricing risk associated with its mortgage lending activities. The risk management program includes the use of forward contracts and other derivatives that are recorded in the financial statements at fair value and are used to offset changes in value of the mortgage inventory due to changes in market interest rates. As a normal part of its operations, the Company enters into derivative contracts to economically hedge risks associated with overall price risk related to IRLCs and mortgage loans held-for-sale carried at fair value under ASC 825-10-25. Fair value changes occur as a result of interest rate movements as well as changes in the value of the associated servicing. Derivative instruments used include forward sale commitments and IRLCs. All derivatives are carried at fair value in the Consolidated Balance Sheets in other assets or other liabilities. A gross gain of $1.8 million and a gross loss of $55,000 for the year ended December 31, 2009 associated with the forward sales commitments and IRLCs are recorded in the Consolidated Statements of Operations in mortgage banking activities. The Company did not enter into derivative transactions in 2008.
   SBA Loans
     Certain transfers of SBA loans were executed with third parties. These SBA loans, which are typically partially guaranteed or otherwise credit enhanced, are generally secured by business property such as inventory, equipment and accounts receivable. As seller, the Company had made certain representations and warranties with respect to the originally transferred loans and the Company has not incurred any material losses with respect to such representations and warranties.
   Indirect Loans
     The Bank purchases, on a nonrecourse basis, consumer installment contracts secured by new and used vehicles purchased by consumers from franchised motor vehicle dealers and selected independent dealers located throughout the Southeast. A portion of the indirect automobile loans the Bank originates is sold with servicing retained. Certain of these loans are exchanged for cash and servicing rights, which generate servicing assets for the Company. The servicing assets are recorded initially at fair value. As seller, the Company has made certain standard representations and warranties with respect to the originally transferred loans.
     At December 31, 2009 and 2008, the total fair value of servicing all loans sold, was approximately $3.8 million and $3.0 million. To estimate the fair values of these servicing assets, consideration was given to dealer indications of market value, where applicable, as well as the results of discounted cash flow models using key assumptions and inputs for prepayment rates, credit losses, and discount rates.

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
18. Other Assets, Other Liabilities and Other Operating Expenses
     Other assets and other liabilities at December 31, 2009 and 2008, consisted of the following:
                 
    December 31,  
    2009     2008  
    (In thousands)  
Other Assets
               
Receivables and prepaids
  $ 9,759     $ 5,326  
Prepaid FDIC Insurance
    13,030        
Deferred tax assets, net
    13,060       14,764  
Common stock of trust preferred securities subsidiaries
    2,027       2,027  
Investment in Georgia tax credits
    1,252       1,454  
Florida bank charter
    1,289       1,289  
Servicing assets
    3,752       3,043  
Fair value of mortgage-related derivatives
    1,778        
Other
    3,663       3,856  
 
           
Total
  $ 49,610     $ 31,759  
 
           
Other Liabilities
               
Payables and accrued expenses
  $ 2,727     $ 1,614  
Other
    4,482       4,131  
 
           
Total
  $ 7,209     $ 5,745  
 
           
     Other expenses for the years ended December 31, 2009, 2008, and 2007, consisted of the following:
                         
    Years Ended December 31,  
    2009     2008     2007  
    (In thousands)  
Other Operating Expenses
                       
Employee expenses
  $ 831     $ 720     $ 1,338  
ATM, check card fees
    481       545       522  
Advertising and promotion
    738       645       928  
Stationery, printing and supplies
    624       647       758  
Other insurance expense
    688       344       296  
Visa litigation expense
          (415 )     567  
Other operating expenses
    3,739       3,539       4,288  
 
                 
Total
  $ 7,101     $ 6,025     $ 8,697  
 
                 

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
19. Condensed Financial Information of Fidelity Southern Corporation (Parent Company Only)
Condensed Balance Sheets
                 
    December 31,  
    2009     2008  
    (In thousands)  
Assets:
               
Cash
  $ 7,784     $ 14,488  
Land
    109       189  
Investment in bank subsidiary
    174,764       177,209  
Investments in and amounts due from nonbank subsidiaries
    2,274       2,210  
Subordinated loans to subsidiaries
    10,000       10,000  
Other assets
    3,545       1,094  
 
           
Total assets
  $ 198,476     $ 205,190  
 
           
Liabilities:
               
Long-term debt
  $ 67,527     $ 67,527  
Other liabilities
    1,264       1,059  
 
           
Total liabilities
    68,791       68,586  
Shareholders’ Equity:
               
Preferred stock
    44,696       43,813  
Common stock
    53,342       51,886  
Accumulated other comprehensive gain (loss), net of tax
    (64 )     1,333  
Retained earnings
    31,711       39,572  
 
           
Total shareholders’ equity
    129,685       136,604  
 
           
Total liabilities and shareholders’ equity
  $ 198,476     $ 205,190  
 
           
Condensed Statements of Operations
                         
    Years Ended December 31,  
    2009     2008     2007  
    (In thousands)  
Interest Income:
                       
Deposits in bank
  $ 45     $ 295     $ 449  
Subordinated loan to bank
    403       659       853  
 
                 
Total interest income
    448       954       1,302  
Interest Expense — Long-term debt
    4,633       5,267       4,928  
 
                 
Net Interest Expense
    (4,185 )     (4,313 )     (3,626 )
Noninterest Income:
                       
Lease income
    65       140       120  
Dividends from subsidiaries
          2,460       3,990  
Management fees
    600       664       687  
Other
    138       448       161  
 
                 
Total noninterest income
    803       3,712       4,958  
Noninterest Expense
    878       662       684  
 
                 
(Loss) income before income taxes and equity in undistributed income of subsidiaries
    (4,260 )     (1,263 )     648  
Income tax benefit
    (1,619 )     (1,414 )     1,270  
 
                 
Income before equity in undistributed income of subsidiaries
    (2,641 )     151       1,918  
Equity in undistributed income of subsidiaries
    (1,214 )     (12,387 )     4,716  
 
                 
Net (Loss) Income
  $ (3,855 )   $ (12,236 )   $ 6,634  
 
                 

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FIDELITY SOUTHERN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
Condensed Statements of Cash Flows
                         
    Years Ended December 31,  
    2009     2008     2007  
    (In thousands)  
Operating Activities:
                       
Net (loss) income
  $ (3,855 )   $ (12,236 )   $ 6,634  
Equity in undistributed income of subsidiaries
    1,214       12,387       (4,716 )
Gain on sale of land
          (291 )      
Proceeds from sale of land
    80       521        
(Increase) decrease in other assets
    (2,451 )     (35 )     (153 )
Increase (decrease) in other liabilities
    205       7       45  
 
                 
Net cash flows provided by operating activities
    (4,807 )     353       1,810  
Investing Activities:
                       
Net increase in loans to and investment in subsidiaries
          (52,000 )     (5,619 )
 
                 
Net cash flows used in investing activities
          (52,000 )     (5,619 )
Financing Activities:
                       
Issuance of preferred stock
          48,200        
Issuance of subordinated debt
                20,619  
Issuance of Common Stock
    516       828       1,204  
Preferred dividends paid
    (2,410 )            
Common dividends paid
    (3 )     (1,783 )     (3,357 )
 
                 
Net cash flows provided by (used in) financing activities
    (1,897 )     47,245       18,466  
 
                 
Net (decrease) increase in cash
    (6,704 )     (4,402 )     14,657  
Cash, beginning of year
    14,488       18,890       4,233  
 
                 
Cash, end of year
  $ 7,784     $ 14,488     $ 18,890  
 
                 

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Item 9. Changes In and Disagreements With Accountants On Accounting and Financial Disclosure.
     None
Item 9A. Controls and Procedures
Report of Management on Internal Control Over Financial Reporting
     Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2009, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2009.
     The effectiveness of internal control over financial reporting as of December 31, 2009, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included elsewhere herein.
Evaluation of Disclosure Controls and Procedures
     Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, Fidelity carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, Fidelity’s Chief Executive Officer and Chief Financial Officer concluded that Fidelity’s disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
     There has been no change in Fidelity’s internal control over financial reporting during the three months ended December 31, 2009, that has materially affected, or is reasonably likely to materially affect, Fidelity’s internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of Fidelity Southern Corporation
We have audited Fidelity Southern Corporation’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Fidelity Southern Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Fidelity Southern Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Fidelity Southern Corporation and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2009 and our report dated March 10, 2010, expressed an unqualified opinion thereon.
         
     
  /s/ Ernst & Young LLP    
     
     
 
Atlanta, Georgia
March 10, 2010

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Item 9B. Other Information
     None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
     The information required by Item 10 is incorporated herein by reference to the information that appears under the headings “Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Code of Ethics,” and “Meetings and Committees of the Board of Directors,” in the Company’s Proxy Statement for the 2009 Annual Meeting of Shareholders (“Proxy Statement”). Pursuant to instruction 3 to paragraph (b) of Item 401 of Regulation S-K, information relating to the executive officers of Fidelity is included in Item 1 of this Annual Report on Form 10-K.
     The Conflict of Interest/Code of Ethics Policy of the registrant is set forth on our website at www.fidelitysouthern.com.
Item 11. Executive Compensation
     The information required by Item 11 is incorporated herein by reference to the information that appears under the headings “Executive Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” in the Company’s Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
     The information required by Item 12 is incorporated herein by reference to the information that appears under the heading “Security Ownership of Certain Beneficial Owners and Management” in the Company’s Proxy Statement. Information relating to the Company’s equity compensation plans is included in Item 5 of this Annual Report on Form 10-K under the heading “Equity Compensation Plan Information”.
Item 13. Certain Relationships and Related Transactions and Director Independence
     The information required by Item 13 is incorporated herein by reference to the information that appears under the headings “Election of Directors” and “Certain Relationships and Related Party Transactions” in the Company’s Proxy Statement.
Item 14. Principal Accountant Fees and Services
     The information required by Item 14 is incorporated by reference to the information that appears under the heading “Fees Paid by Fidelity to Ernst & Young” in the Company’s Proxy Statement.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)   Documents filed as part of this Report
  (1)   Financial Statements
 
  (2)   Financial Statement Schedules All financial statement schedules are omitted as the required information is inapplicable or the information is presented in the Consolidated Financial Statements and the Notes thereto in Item 8 above.
 
  (3)   Exhibits The exhibits filed herewith or incorporated by reference to exhibits previously filed with the SEC are set forth in Item 15(b)
(b)   Exhibits
The following exhibits are required to be filed with this Report by Item 601 of Regulation S-K.
     
Exhibit No.   Name of Exhibit
3(a)
  Amended and Restated Articles of Incorporation of Fidelity Southern Corporation, as amended effective December 16, 2008 (Incorporated by reference from Exhibit 3(a) to Fidelity Southern Corporation’s Form 10-K filed March 16, 2009)

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3(b)
  By-Laws of Fidelity Southern Corporation, as amended (incorporated by reference from Exhibit 3(b) to Fidelity Southern Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007)
 
   
4
  See Exhibits 3(a) and 3(b) for provisions of the Amended and Restated Articles of Incorporation, as amended, and By-laws, which define the rights of the shareholders.
 
   
10(a)
  Fidelity Southern Corporation Defined Contribution Master Plan and Trust Agreement and related Adoption Agreement, as amended (incorporated by reference from Exhibit 10(a) to Fidelity Southern Corporation’s Registration Statement on Form 10, Commission File No. 0-22374)
 
   
10 (b)#
  Amended and Restated Supplemental Deferred Compensation Plan (incorporated by reference from Exhibit 10.7 to Fidelity Southern Corporation’s Form 8-K filed January 25, 2006)
 
   
10(c)#
  Fidelity Southern Corporation 1997 Stock Option Plan (incorporated by reference from Exhibit A to Fidelity Southern Corporation’s Proxy Statement, dated April 21, 1997, for the 1997 Annual Meeting of Shareholders)
 
   
10(d)#
  Fidelity Southern Corporation Equity Incentive Plan dated April 27, 2006, (incorporated by reference from Exhibit 10.1 to Fidelity Southern Corporation’s Form 8-K filed May 3, 2006)
 
   
10(e)#
  Forms of Stock Option Agreements for the Fidelity Southern Corporation Equity Incentive Plan dated April 27, 2006 (incorporated by reference from Exhibit 10.1 to Fidelity Southern Corporation’s Form 8-K filed January 18, 2007)
 
   
10(f)#
  Employment Agreement among Fidelity, the Bank and James B. Miller, Jr., dated as of January 18, 2007 (incorporated by reference from Exhibit 10.1 to Fidelity Southern Corporation’s Form 8-K filed January 22, 2007)
 
   
10(g)#
  Employment Agreement among Fidelity, the Bank and H. Palmer Proctor, Jr., dated as of January 18, 2007 (incorporated by reference from Exhibit 10.2 to Fidelity Southern Corporation’s Form 8-K filed January 22, 2007)
 
   
10(h)#
  Executive Continuity Agreement among Fidelity, the Bank and James B. Miller, Jr., dated as of January 19, 2006 (incorporated by reference from Exhibit 10.3 to Fidelity Southern Corporation’s Form 8-K filed January 25, 2006)
 
   
10(i)#
  Executive Continuity Agreement among Fidelity, the Bank and H. Palmer Proctor, Jr., dated as of January 19, 2006 (incorporated by reference from Exhibit 10.4 to Fidelity Southern Corporation’s Form 8-K filed January 25, 2006)
 
   
10(j)#
  Executive Continuity Agreement among Fidelity, the Bank and Stephen H. Brolly dated as of May 22, 2006 (incorporated by reference from Exhibit 10(j) to Fidelity Southern Corporation’s Form 10-K filed March 16, 2009)
 
   
10(k)#
  Executive Continuity Agreement among Fidelity, the Bank and David Buchanan dated as of January 19, 2006 (incorporated by reference from Exhibit 10.6 to Fidelity Southern Corporation’s Form 8-K filed January 25, 2006)
 
   
10(l)#
  Form of 2010 Incentive Compensation Plan among Fidelity, the Bank and James B. Miller, Jr., H. Palmer Proctor, Jr., Stephen H. Brolly and David Buchanan dated as of January 22, 2009 (incorporated by reference from Exhibit 99.2, 99.3, 99.4, and 99.5 to Fidelity Southern Corporation’s Form 8-K filed January 27, 2010)
 
   
10(m)
  Director Compensation Arrangements (incorporated by reference for Exhibit 10(j) to Fidelity Southern Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005)
 
   
10(n)
  Warrant to Purchase up to 2,266,458 shares of Common Stock, dated December 19, 2008 (incorporated by reference from Exhibit 4.1 to Fidelity Southern Corporation’s Form 8-K filed December 19, 2008)
 
   
10(o)
  Letter Agreement, dated December 19, 2008, including Securities Purchase Agreement — Standard Terms, incorporated by reference therein, between the Company and the United States Department of the Treasury (incorporated by reference from Exhibit 10.1 to Fidelity Southern Corporation’s Form 8-K filed December 19, 2008)
 
   
10(p)
  Form of Senior Executive Officer Agreement (incorporated by reference from Exhibit 10.1 to Fidelity Southern Corporation’s Form 8-K filed December 19, 2008)

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10(q)#
  Amendment to employment agreement among Fidelity, the Bank and James B. Miller, Jr., dated as of January 21, 2010 (incorporated by reference from Exhibit 99.2 to Fidelity Southern Corporation’s Form 8-K filed January 27, 2010)
 
   
10(r)#
  Amendment to employment agreement among Fidelity, the Bank and H. Palmer Proctor, Jr., dated as of January 21, 2010 (incorporated by reference from Exhibit 99.2 to Fidelity Southern Corporation’s Form 8-K filed January 27, 2010)
 
   
21
  Subsidiaries of Fidelity Southern Corporation
 
   
23
  Consent of Ernst & Young LLP
 
   
24
  Powers of Attorney (included on signature page hereto)
 
   
31.1
  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.
 
   
31.2
  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.
 
   
32.1
  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.
 
   
32.2
  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.
 
   
99.1
  Principal Executive Officer’s Certificate pursuant to 31 CFR 30.15 relative to the participation of Fidelity Southern Corporation in the Capital Purchase Program.
 
   
99.2
  Principal Financial Officer’s Certificate pursuant to 31 CFR 30.15 relative to the participation of Fidelity Southern Corporation in the Capital Purchase Program.
 
#   Indicates director and management contracts or compensatory plans or arrangements.
 
(c)   Financial Statement Schedules.
See Item 15 (a) (2) above.
SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Fidelity Southern Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  FIDELITY SOUTHERN CORPORATION
 
 
  By:   /s/ James B. Miller, Jr.    
    James B. Miller, Jr.   
    Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer) 
 
 
     
  By:   /s/ Stephen H. Brolly    
    Stephen H. Brolly   
    Chief Financial Officer
(Principal Financial and Accounting Officer) 
 
 
March 10, 2010

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POWER OF ATTORNEY AND SIGNATURES
          Know all men by these presents, that each person whose signature appears below constitutes and appoints James B. Miller, Jr. and Stephen H. Brolly, or either of them, as attorney-in-fact, with each having the power of substitution, for him in any and all capacities, to sign any amendments to this Report on Form 10-K and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
          Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Fidelity Southern Corporation and in the capacities and on the dates indicated.
         
Signature   Title   Date
 
/s/ James B. Miller, Jr.
  Chairman of the Board and Director   March 10, 2010
 
James B. Miller, Jr.
  (Principal Executive Officer)    
 
       
/s/ Stephen H. Brolly
 
Stephen H. Brolly
  Chief Financial Officer (Principal Financial and Accounting Officer)    March 10, 2010
 
       
/s/ David R. Bockel
  Director   March 10, 2010
 
Major General (Ret) David R. Bockel
       
 
       
/s/ Edward G. Bowen
  Director   March 10, 2010
 
Edward G. Bowen, M.D.
       
 
       
/s/ Donald A. Harp, Jr.
  Director   March 10, 2010
 
Dr. Donald A. Harp, Jr.
       
 
       
/s/ Kevin S. King
  Director   March 10, 2010
 
Kevin S. King
       
 
       
/s/ William C. Lankford, Jr.
  Director   March 10, 2010
 
William C. Lankford, Jr.
       
 
       
/s/ H. Palmer Proctor, Jr.
  Director   March 10, 2010
 
H. Palmer Proctor, Jr.
       
 
       
/s/ W. Clyde Shepherd III
  Director   March 10, 2010
 
W. Clyde Shepherd III
       
 
       
/s/ Rankin M. Smith, Jr.
  Director   March 10, 2010
 
Rankin M. Smith, Jr.
       

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EXHIBIT INDEX
     
Exhibit No.   Name of Exhibit
21
  Subsidiaries of Fidelity Southern Corporation
 
   
23
  Consent of Ernst & Young LLP
 
   
31.1
  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.
 
   
31.2
  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.
 
   
32.1
  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.
 
   
32.2
  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.
 
   
99.1
  Principal Executive Officer’s Certificate pursuant to 31 CFR 30.15 relative to the participation of Fidelity Southern Corporation in the Capital Purchase Program.
 
   
99.2
  Principal Financial Officer’s Certificate pursuant to 31 CFR 30.15 relative to the participation of Fidelity Southern Corporation in the Capital Purchase Program.

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