UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________to______________________
Commission file number: 333-90273
FIDELITY D & D BANCORP, INC.
STATE OF INCORPORATION: | IRS EMPLOYER IDENTIFICATION NO: |
PENNSYLVANIA | 23-3017653 |
Address of principal executive offices:
BLAKELY & DRINKER ST.
DUNMORE, PENNSYLVANIA 18512
TELEPHONE:
570-342-8281
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 subjected to such filing requirements for the past 90 days. x YES ¨ NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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). x YES ¨ NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company x |
(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 Exchange Act).
¨ YES x NO
The number of outstanding shares of Common Stock of Fidelity D & D Bancorp, Inc. on July 31, 2012, the latest practicable date, was 2,290,515 shares.
Explanatory Note
The sole purpose of this Amendment No. 1 to Fidelity D & D Bancorp, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2012, filed with the Securities and Exchange Commission on August 10, 2012 (the “Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405(a) (2) (ii) of Regulation S-T. Exhibit 101 consists of the interactive data files that were not included in the Form 10-Q, as allowed by the 30-day grace period for the first quarterly period in which detailed footnote tagging is required.
This Amendment No. 1 does not otherwise change or update the disclosures set forth in the Form 10-Q as originally filed and does not otherwise reflect events occurring after the original filing of the Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 are not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.
Signatures
FIDELITY D & D BANCORP, INC.
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 thereunto duly authorized.
Fidelity D & D Bancorp, Inc. | |
Date: September 10, 2012 | /s/ Daniel J. Santaniello |
Daniel J. Santaniello, | |
President and Chief Executive Officer |
Fidelity D & D Bancorp, Inc. | |
Date: September 10, 2012 | /s/ Salvatore R. DeFrancesco, Jr. |
Salvatore R. DeFrancesco, Jr., | |
Treasurer and Chief Financial Officer |
Item 6. Exhibits
*31.1 | Rule 13a-14(a) Certification of Principal Executive Officer. |
*31.2 | Rule 13a-14(a) Certification of Principal Financial Officer. |
*32.1 | Certification of Principal 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 Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
**101 Interactive data files: The following, from Fidelity D&D Bancorp, Inc.’s. Quarterly Report on Form 10- Q for the quarter ended June 30, 2012, is formatted in XBRL (eXtensible Business Reporting Language): Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011; Consolidated Statements of Income for the three- and six-months ended June 30, 2012 and June 30, 2011; Consolidated Statements of Comprehensive Income for the three- and six- months ended June 30, 2012 and June 30, 2011; Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2012 and June 30, 2011, Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and June 30, 2011 and Notes to Consolidated Financial Statements.
________________________________________________
* These exhibits were previously included or incorporated by reference in the Form 10-Q filed on August 10, 2012.
** Furnished with this report.
Earnings Per Share (Narrative) (Details)
|
3 Months Ended | 6 Months Ended |
---|---|---|
Jun. 30, 2012
|
Jun. 30, 2012
|
|
Earnings Per Share [Abstract] | ||
Diluted potential common shares | 151 | 151 |
Fair Value Measurements (Changes In Level 3 Financial Instruments) (Tables) (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Net impairment losses on investment securities recognized in earnings | $ 31 | $ 0 | $ 136 | $ 75 |
Significant Other Unobservable Inputs (Level 3) [Member]
|
||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance At Beginning Of Period | 1,466 | 1,453 | ||
Net impairment losses on investment securities recognized in earnings | (136) | (75) | ||
Gains | 410 | 206 | 410 | 206 |
Losses | 108 | 243 | 108 | 243 |
Pay Down / Settlement | (47) | (28) | ||
Interest Paid In Kind | 14 | 6 | 14 | 6 |
Accretion | 2 | 2 | 2 | 2 |
Balance At End Of Period | $ 1,601 | $ 1,321 | $ 1,601 | $ 1,321 |
Fair Value Measurements (Schedule Of Financial Instruments Measured On Non-Recurring Basis By Hierarchy Fair Value Levels) (Tables) (Details) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Impaired loans | $ 18,794 | $ 19,276 |
Fair Value, Measurements, Nonrecurring [Member] | Estimated Fair Value [Member]
|
||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Impaired loans | 8,601 | 10,102 |
Other real estate owned | 1,800 | 902 |
Assets, Fair Value Disclosure, Nonrecurring | 10,401 | 11,004 |
Fair Value, Measurements, Nonrecurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
|
||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Impaired loans | 8,601 | 10,102 |
Other real estate owned | 1,800 | 902 |
Assets, Fair Value Disclosure, Nonrecurring | $ 10,401 | $ 11,004 |
New Accounting Pronouncements
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
New Accounting Pronouncements [Abstract] | |
New Accounting Pronouncements | 2. New Accounting Pronouncements In 2011, the Financial Accounting Standards Board (FASB) issued, and in 2012 the Company adopted, an accounting update related to Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This update amends existing Fair Value Measurements, to bring U.S. GAAP for fair value measurements in line with International Accounting Standards. The update clarifies existing guidance for items such as: the application of the highest and best use concept to non-financial assets and liabilities; the application of fair value measurement to financial instruments classified in a reporting entity's stockholder's equity; and disclosure requirements regarding quantitative information about unobservable inputs used in the fair value measurements of level 3 assets. The guidance also creates an exception to existing guidance for entities which carry financial instruments within a portfolio or group, under which the entity is now permitted to base the price used for fair valuation upon a price that would be received to sell the net asset position or transfer a net liability position in an orderly transaction. The guidance also allows for the application of premiums and discounts in a fair value measurement if the financial instrument is categorized in level 2 or 3 of the fair value hierarchy. It also contains new disclosure requirements regarding fair value amounts categorized as level 3 in the fair value hierarchy such as: disclosure of the valuation process used; effects of and relationships between unobservable inputs; usage of non-financial assets for purposes other than their highest and best use when that is the basis of the disclosed fair value; and categorization by level of items disclosed at fair value, but not measured at fair value for financial statement purposes. For public entities, this update is effective for interim and annual periods beginning after December 15, 2011. The adoption of the new accounting guidance did not have an impact on the Company's consolidated financial statements. In June, 2011, the FASB issued an accounting update related to, Presentation of Comprehensive Income. The provisions of this update amend the accounting topic to facilitate the continued alignment of U.S. GAAP with International Accounting Standards. The update prohibits the presentation of the components of comprehensive income in the statement of stockholder's equity. Reporting entities are allowed to present either: a statement of comprehensive income, which reports both net income and other comprehensive income; or separate, but consecutive, statements of net income and other comprehensive income. Under previous GAAP, all three presentations were acceptable. Regardless of the presentation selected, the reporting entity is required to present all reclassifications between other comprehensive and net income on the face of the new statement or statements. For public entities, the provisions of this update are effective for fiscal years and interim periods beginning after December 31, 2011. The adoption of this accounting update did not have an impact on the Company's consolidated financial statements. |