U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report - July 29, 2004 (Date of earliest event reported) FIDELITY D&D BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 333-90273 23-3017653 (State or other Jurisdiction (Commission File No.) (IRS Employer of Incorporation) Identification Number) Blakely and Drinker Streets, Dunmore, PA 18512 (Address of principal executive offices) (Zip Code) (570) 342-8281 (Registrant's telephone number including area code) Not Applicable (Former name or former address, if changed since last report) Item 7. Financial Statement, Pro Forma Financial Information And Exhibits. (c) Exhibits. Exhibit Number 99.1 Press Release, dated July 29, 2004, issued by Fidelity D&D Bancorp, Inc. Item 12. Results of Operations and Financial Condition. On July 29, 2004, Fidelity D&D Bancorp, Inc. announced it's results of operations for the quarter ended June 30, 2004. A copy of the related press release is being furnished as Exhibit 99.1 to this Form 8-K. The information in this Item 12 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIDELITY D&D BANCORP, INC. (Registrant) Dated: July 29, 2004 /s/ Salvatore R. DeFrancesco, Jr. Salvatore R. DeFrancesco, Jr. Treasurer and Chief Financial Officer EXHIBIT INDEX PAGE NO. IN MANUALLY SIGNED EXHIBIT NO. ORIGINAL 99.1 Press Release dated July 29, 2004. 5 Exhibit 99.1 PRESS RELEASE FIDELITY D&D BANCORP, INC. DATE: July 29, 2004 Contacts: Daniel J. Santaniello Salvatore R. DeFrancesco, Jr. Steven C. Ackmann Vice President and Treasurer and President and Chief Operating Officer Chief Financial Officer Chief Executive Officer Fidelity D&D Bancorp, Inc. Fidelity D&D Bancorp, Inc. Fidelity Deposit & Discount Bank 570-504-8000 570-346-4156 570-342-7305 FIDELITY D & D BANCORP, INC. REPORTS SECOND QUARTER 2004 FINANCIAL RESULTS Dunmore, PA - Fidelity D&D Bancorp, Inc., (OTC Bulletin Board: FDBC), parent company of The Fidelity Deposit and Discount Bank, announced net income for the quarter ended June 30, 2004 of $921,000, comparable to the net income of $923,000 for the same quarter of 2003. Earnings per share were $0.50 for each of the quarters ended June 30, 2004 and 2003. Net income for the six months ended June 30, 2004 was $1,546,000, or $0.84 per share, a $264,000 decrease compared to net income of $1,810,000, or $0.99 per share, for the same period in 2003. Total interest income declined by $333,000, or 4.7%, from $7,146,000 to $6,813,000 with total interest expense decreasing by $996,000, or 26.8%, from $3,718,000 to $2,722,000 for the quarters ended June 30, 2003 and 2004, respectively. Lower rates paid on deposits continue to decrease interest expense as yields on earning assets, though down from the second quarter of 2003, improved throughout the current quarter. As a result, net interest income increased to $4,091,000 for the quarter ended June 30, 2004, an overall increase of $662,000, or 19.3%, over the $3,429,000 recorded during the same quarter of 2003. During the second quarter of 2004, the provision for loan losses was $400,000 compared to $460,000 in the second quarter of 2003. The ratio of allowance for loan losses to total loans was 1.54%, 1.28% and 0.98% at June 30, 2004, December 31, 2003 and June 30, 2003, respectively. Other operating income recorded for the quarter ended June 30, 2004 was $1,071,000 compared with $1,261,000 for the same quarter in 2003. Although service charges and other fee income improved in 2004, the overall decline in total other income resulted from net gains recorded on sales of investment securities and loans of $489,000 in the second quarter of 2003, whereas $71,000 was recorded during the same period in 2004. Total other expenses increased $525,000, or 17.4%, from $3,014,000 to $3,539,000 for the quarters ending June 30, 2003 and 2004. This operating increase is primarily from the addition of skilled personnel along with the initial expense recognition from an executive severance package obligation. The Company's balance sheet continues to restructure and decline in total assets from $575,215,000 at December 31, 2003 to $540,621,000 at June 30, 2004. The overall decrease in assets resulted principally from time deposit run-off, along with a decline in NOW non-personal account balances. The Company's continued focus on core deposits resulted in nominal gains in noninterest-bearing account and savings account deposit balances as of June 30, 2004. Total deposits decreased $24,139,000 to $377,304,000 on June 30, 2004, a decline of 6.0% from $401,443,000 at December 31, 2003. Investment securities were down $17,991,000, or 12.5%, to $126,416,000 while net loans declined $9,954,000, or 2.5%, primarily from sales of mortgage loans, to $376,891,000 at June 30, 2004. Total borrowings were paid down $9,942,000, or 7.9%, throughout the current period to total $116,691,000 at June 30, 2004. Shareholders' equity at June 30, 2004 decreased to $43,440,000 from $43,932,000 at December 31, 2003. The decline in shareholders' equity of $492,000 resulted primarily from $1,543,000 net unrealized holding losses on available-for-sale securities recorded within other comprehensive loss, offset by the retention of net income after dividends paid and an increase in common stock through the dividend reinvestment and employee stock purchase plans. Dividends declared by the Company during the second quarter of 2004 were $402,000, of which $125,000 was reinvested through the dividend reinvestment plan. Total capital to asset ratio was 8.04% at June 30, 2004. The Fidelity Deposit and Discount Bank operates twelve community banking offices and twenty-one ATM locations in Lackawanna and Luzerne Counties. For more information please visit our web site at www.the-fidelity.com . This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various factors. These factors include the possibility that increased demand or prices for the company´s financial services and products may not occur, changing economic, interest rate and competitive conditions, technological developments and other risks and uncertainties, including those detailed in the company´s filings with the Securities and Exchange Commission. Fidelity D&D Bancorp, Inc. Selected Financial Data Balance sheet data: June 30, December 31, June 30, 2004 2003 2003 Total assets $ 540,620,844 $ 575,215,466 $ 585,780,767 Total investment securities 126,416,025 144,407,374 144,158,745 Net loans 375,629,645 366,981,640 354,033,147 Loans available-for-sale 1,261,808 19,863,577 29,352,040 Total deposits 377,303,920 401,442,546 432,597,612 Total borrowings 116,690,776 126,633,012 64,060,547 Total shareholders' equity 43,439,568 43,931,899 45,644,230 For the For the Operating data: three months ended six months ended June 30, June 30, 2004 2003 2004 2003 Total interest income $ 6,813,190 $ 7,146,836 $ 13,776,515 $ 14,784,582 Total interest expense 2,722,025 3,717,696 5,752,405 7,523,475 Net interest income 4,091,165 3,429,140 8,024,110 7,261,107 Provision for loan losses 400,000 460,000 1,250,000 760,000 Other income 1,070,885 1,260,598 2,017,302 2,217,583 Other expense 3,538,708 3,014,120 6,813,735 6,309,046 Provision for income taxes 302,449 292,647 431,877 599,373 Net income $ 920,893 $ 922,971 $ 1,545,800 $ 1,810,271 Selected financial ratios and other data: For the For the three months ended six months ended June 30, June 30, Selected returns and fianacial ratios 2004 2003 2004 2003 Net income per share - basic $ 0.50 $ 0.50 $ 0.84 $ 0.99 Net income per share - diluted $ 0.50 $ 0.50 $ 0.84 $ 0.99 Dividends per share $ 0.22 $ 0.22 $ 0.44 $ 0.44 Net interest margin 3.23% 2.65% 3.23% 3.12% Return on average assets 0.67% 0.65% 0.55% 0.64% Return on average equity 8.39% 8.06% 7.01% 7.99% Efficiency ratio 61.78% 71.10% 63.55% 70.34% Expense ratio 1.61% 1.58% 1.63% 1.66% Other data June 30, December 31, June 30, 2004 2003 2003 Book value per share* $ 23.71 $ 24.10 $ 25.14 Equity to assets 8.04% 7.64% 7.79% Allowance for loan losses to loans 1.54% 1.28% 0.98% *Based on actual shares outstanding.