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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

Commission File Number 000-22374

Fidelity Southern Corporation

(Exact name of registrant as specified in its charter)

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 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 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 of this Form 10-K. þ

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).     Yes þ          No o

      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 December 31, 2004 (based on the average bid and ask price of the Common Stock as quoted on the Nasdaq National Market System on June 30, 2004) was $84,468,769.

      At March 10, 2005, there were 9,168,132 shares of Common Stock outstanding, without stated par value.

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the registrant’s Annual Report to Shareholders for the fiscal year ended December 31, 2004, are incorporated by reference into Parts I and II. Portions of the registrant’s definitive Proxy Statement for the 2005 Annual Meeting of Shareholders are incorporated by reference into Part III.

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TABLE OF CONTENTS

PART I

General

      Fidelity Southern Corporation (“FSC”) is a registered bank holding company headquartered in Atlanta, Georgia. At December 31, 2004, all of Fidelity’s principal activities were conducted by its wholly owned subsidiary, Fidelity Bank and its subsidiaries (the “Bank” or “FB”). The Bank was first organized as a national banking corporation in 1973. Fidelity, as used herein, includes FSC and its subsidiaries, unless the context otherwise requires.

      At December 31, 2004, Fidelity had total assets of $1,224 million, total loans of $995 million, total deposits of $1,016 million and shareholders’ equity of $79 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 Fidelity’s current expectations relating to present or future trends or factors generally affecting the banking industry and specifically affecting Fidelity’s operations, markets and services. Without limiting the foregoing, the words “believes,” “expects,” “anticipates,” “estimates,” “projects” and “intends” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon assumptions Fidelity believes are reasonable and may relate to, among other things, 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 Fidelity’s assumptions. These trends and events include:

      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 related section in Fidelity’s 2004 Annual Report to Shareholders and those discussed below under “Risk Factors.”

Market Area

      Fidelity conducts banking activities primarily through 19 branches in Fulton, DeKalb, Cobb, Clayton, and Gwinnett counties in Georgia. Fidelity’s customers are primarily individuals and small and medium sized businesses located in Georgia. Indirect automobile lending (the purchase of consumer automobile

installment sales contracts from automobile dealers) and residential construction and mortgage lending are also conducted from its Jacksonville, Florida, offices and two offices in Georgia.

Products and Services

      Fidelity’s primary products and services are (i) depository accounts, (ii) direct and indirect automobile and home equity lending, (iii) secured and unsecured installment loans, (iv) trust services, credit card loans, and merchant services activities through agency relationships, (v) construction and residential real estate loans, (vi) commercial loans, including commercial loans secured by real estate, and (vii) international trade services. Fidelity also provides investment services through an affiliation with an independent broker-dealer.

      Fidelity offers a full range of depository accounts and services to both individuals and businesses. As of December 31, 2004, deposits totaled approximately $1,016 million, consisting of (in millions):

      Fidelity’s primary lending activities include consumer loans (primarily indirect automobile loans), real estate loans, construction loans, and commercial loans to small and medium sized businesses. Secured construction loans to home builders and residential mortgages are primarily made in the Atlanta, Georgia, and Jacksonville, Florida, metropolitan areas. The loans are generally secured by first and second real estate mortgages. Fidelity offers direct installment loans to consumers on both a secured and unsecured basis. Commercial lending consists of the extension of credit for business purposes.

      As of December 31, 2004, Fidelity had total loan outstandings, including loans held-for-sale, of (in millions):

      As noted, 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 Fidelity defined loan portfolios and may not conform to the above classifications.

      Fidelity consumer lending primarily consists of indirect automobile lending. Fidelity also makes direct consumer loans, including direct automobile loans, home equity, and personal loans.

      Fidelity acquires, 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 primarily in Georgia, Florida, and North Carolina. As of December 31, 2004, the aggregate amount of consumer indirect automobile loans outstanding was $522 million, which includes $30 million in indirect automobile loans held-for-sale. A portion of the indirect automobile loans originated by Fidelity is sold, and $223 million in loans previously sold are being serviced by Fidelity for others.

      During 2004, the Fidelity produced $448 million of indirect automobile loans, selling $149 million to third parties through six sales. Indirect automobile loans held-for-sale fluctuate from month to month as pools of loans are developed for sale.

      Fidelity is engaged in the residential mortgage banking business, focusing on one-to-four family properties. Fidelity offers Federal Housing Authority (“FHA”), Veterans Administration (“VA”), and conventional and non-conforming loans (those with balances over $359,650). In addition, loans are purchased from independent mortgage companies located in the Southeast. Fidelity operates its residential mortgage banking business from four locations in the Atlanta metropolitan area and a loan origination office in Jacksonville, Florida. Fidelity is an approved originator and servicer for Federal Home Loan Mortgage Corporation (“FHLMC”) and Federal National Mortgage Association (“FNMA”), and is an approved originator for loans insured by the Department of Housing and Urban Development (“HUD”).

      Mortgage loans held-for-sale fluctuate due to economic conditions, interest rates, the level of real estate activity, and seasonal factors. During 2004, Fidelity originated approximately $13 million in loans to be held in Fidelity’s portfolio. Fidelity sells mortgages, servicing released, to investors. Fidelity does not service mortgage loans for third parties.

      Fidelity provides services to individuals and business clients in meeting 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.

      At December 31, 2004, Fidelity had investment securities totaling $165 million. These securities may include obligations of the U.S. Treasury, agencies of the U.S. Government, including mortgage backed securities and other investments required by law, regulation, or contract.

Significant Operating Policies

      The Board of Directors of the Bank has delegated lending authority to its loan officers, each of whom is limited as to the amount of secured and unsecured loans he 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 the Bank has established review committees and written guidelines for lending activities. In particular, the Officers’ Credit Committee reviews all lending relationships with total exposure exceeding $250,000 and the Loan and Discount Committee must approve all significant renewals of residential construction loan relationships. In addition, the Officers’ Credit Committee must approve all commercial loan relationships

and all new residential construction loan relationships exceeding the combined approval authority of the Bank’s senior executive management up to and including $5,000,000.

      The Bank’s written guidelines for lending activities require, among other things, that:

      The Bank originates short-term residential construction loans for housing and residential acquisition and development loans in the Atlanta and Jacksonville metropolitan areas. Residential construction loans are made through the use of officer guidance lines, which are approved, when appropriate, by the Bank’s Loan and Discount Committee. These guidance lines are approved for established builders 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.

      Inter-agency guidelines adopted by Federal banking regulators require that financial institutions establish real estate lending policies. The guidelines also establish certain maximum allowable real estate loan-to-value standards. The Bank has adopted standards which are in compliance with Federal and state regulatory requirements.

      The Bank’s Credit Review Department reviews the Bank’s loan portfolio to identify potential deficiencies and appropriate corrective actions. The Credit Review Department reviews more than 30% of the commercial and construction loan portfolios and reviews 10% of the consumer portfolio annually. The results of the reviews are presented to the Bank’s Loan and Discount Committee on a monthly basis.

      A provision for loan losses and a corresponding increase in the allowance for loan losses are recorded monthly, taking into consideration historical charge-off experience, delinquency, current economic conditions, results of credit reviews, and management’s estimate of losses inherent in the loan portfolio.

      Fidelity’s Asset/ Liability Committee (“ALCO”) manages Fidelity’s assets and liabilities. ALCO attempts to manage asset growth, liquidity, and capital in order to maximize income and reduce interest rate risk. ALCO directs Fidelity’s overall acquisition and allocation of funds and reviews and sets rates on deposits, loans, and fees.

      Fidelity’s investment portfolio policy is to maximize income consistent with liquidity, asset quality, regulatory constraints, and asset/liability objectives. The policy is reviewed at least annually by FSC’s and the Bank’s Boards of Directors. The Boards of Directors are provided information monthly concerning purchases, sales, resulting gains or losses, average maturity, Federal taxable equivalent yields, and appreciation or depreciation by investment categories.

Supervision and Regulation

      FSC is a registered bank holding company subject to regulation by the Federal Reserve Board (“Federal Reserve” or “FRB”) under the Bank Holding Company Act of 1956, as amended (“Holding Company Act”). FSC is required to file financial information with the Federal Reserve periodically and is subject to periodic examination by the Federal Reserve.

      The Bank converted from a national bank to a state chartered commercial bank on May 9, 2003, under the Financial Institutions Code of Georgia. The Bank is subject to regulations by the Georgia Department of Banking and Finance (“GDBF”) and the Federal Deposit Insurance Corporation (“FDIC”), the Bank’s primary Federal regulator. Pursuant to the approval of the GDBF, the Bank agreed, among other things, to maintain a leverage capital ratio of not less than 7.00% for the twenty-four month period following the conversion. The Bank’s leverage capital ratio as of December 31, 2004, was 8.27%.

      The Holding Company Act requires every bank holding company to obtain prior approval from the Federal Reserve (i) before it may acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank that it does not control; (ii) before it or any of its subsidiaries, other than a bank, acquire all or substantially all of the assets of a bank; and (iii) before it merges or consolidates with any other bank holding company. In addition, a bank holding company is generally prohibited from engaging in non-banking activities or acquiring direct or indirect control of voting shares of any company engaged in such activities. This prohibition does not apply to activities found by the Federal Reserve, by order or regulation, to be so closely related to banking or managing or controlling banks as to 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 discount brokerage services; and making investments in corporations or projects designed primarily to promote community welfare.

      FSC is an “affiliate” of the Bank under the Federal Reserve Act, which imposes certain restrictions on (i) loans by the Bank to FSC, (ii) investments in the stock or securities of FSC by the Bank, (iii) the Bank’s accepting the stock or securities of FSC from a borrower as collateral for loans, and (iv) the purchase of assets from FSC by the Bank. Further, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any grant of credit, lease or sale of property, or furnishing of services.

      The GDBF regulates and monitors all areas of the Bank’s operations and activities, including reserves, loans, mergers, issuances of securities, payments of dividends, interest rates, mortgage servicing, accounting, and the establishment of branches. Interest and certain other charges collected or contracted for by the Bank are also subject to state usury laws or certain Federal laws concerning interest rates.

      The deposits of the Bank are insured by the FDIC subject to the limits provided by applicable law. The major functions of the FDIC with respect to insured banks include paying depositors to the extent provided by law if an insured bank is closed without adequate provision having been made to pay claims of depositors, acting as a receiver of state banks placed in receivership when appointed receiver by state authorities, and preventing the development or continuance of unsound and unsafe banking practices. The FDIC may also recommend to the appropriate Federal agency supervising an insured bank that the agency take informal action against such institution. The FDIC may implement the enforcement action itself if the agency fails to follow the FDIC’s recommendation. The FDIC has the authority to examine all insured banks and is empowered to place into receivership or require the sale of a bank to another institution when

the bank’s capital leverage ratio is 2% or less and take other actions with respect to banks which do not meet the applicable capital ratio.

      The Federal Deposit Insurance Corporation Improvement Act of 1991 (“1991 Act”) permits the Bank Insurance Fund (“BIF”) to borrow up to $30 billion from the U.S. Treasury (to be repaid through deposit insurance premiums over 15 years) and to permit the BIF to borrow working capital from the Federal Financing Bank in an amount up to 90% of the value of the assets the FDIC has acquired from failed banks. Pursuant to the 1991 Act, the FDIC has implemented a risk-based assessment system whereby banks are assessed on a sliding scale, depending on their placement in nine separate supervisory categories. Effective June 1, 1996, the BIF reached a reserve ratio of 1.30% of total estimated deposits and the FDIC lowered the assessment rate schedule for BIF members to no assessment for the healthiest banks and to $.27 per $100 of deposits for less healthy institutions. Because of the Bank’s rating, the Bank paid no FDIC deposit insurance premium in 2004. All banks are required to pay the Financing Corporation (“FICO”) debt service assessment. The FICO rates are determined quarterly and are not tied to the FDIC Risk Assessment. In 2004 the FICO Assessment paid was approximately $.15 per $100 of deposits.

      The 1991 Act imposes other substantial auditing and reporting requirements and increases the role of independent accountants and outside directors on banks having assets of $500 million or more. The 1991 Act also provides for a ban on the acceptance of brokered deposits except by well capitalized institutions and adequately capitalized institutions with the permission of the FDIC, and for restrictions on the activities engaged in by state banks and their subsidiaries as principal, including insurance underwriting, to the same activities permissible for national banks and their subsidiaries, unless the state bank is well capitalized and a determination is made by the FDIC that the activities do not pose a significant risk to the insurance fund.

      Information regarding Fidelity’s capital requirements are contained in Notes 2 and 13 of the notes to Consolidated Financial Statements under the headings “Regulatory Agreements” and “Shareholders’ Equity” and in “General” above.

      The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the “Interstate Banking Act”) has two major provisions regarding the merger, acquisition, and operation of banks across state lines. First, it preempted state law to permit adequately capitalized and managed bank holding companies to acquire banks in any state. States may, however, adopt a minimum restriction requiring that target banks located within the state be in existence for a period of years, up to a maximum of five years, before such bank may be subject to the Interstate Banking Act. The Interstate Banking Act establishes deposit caps which prohibit acquisitions that would result in the acquirer controlling 30% or more of the deposits of insured banks and thrifts held in the state in which the acquisition or merger is occurring or in any state in which the target maintains a branch or 10% or more of the deposits nationwide. State-level deposit caps are not preempted as long as they do not discriminate against out-of-state acquirers. The Federal deposit caps apply only to initial entry acquisitions.

      The Interstate Banking Act also provides that, unless an individual state elects to prohibit out-of-state banks from operating interstate branches within its territory, adequately capitalized and managed bank holding companies will be able to consolidate their multistate bank operations into a single bank subsidiary and to branch interstate through acquisitions. De novo branching by an out-of-state bank would be permitted only if it is expressly permitted by the laws of the host state. The authority of a bank to establish and operate branches within a state will continue to be subject to applicable state branching laws.

      Georgia requires that a bank located within the state be in existence for a period of five years before it may be acquired by an out-of-state institution. Georgia also requires out-of-state institutions to purchase an existing bank or branch in the state rather than starting a de novo bank. Many states, including

Georgia, have enacted legislation which permits banks with different home states to merge if the states involved have enacted legislation permitting interstate bank mergers prior to June 1, 1997. Under Georgia law, new or additional branch banks may be established anywhere in the state with the prior approval of the appropriate regulator.

      The Interstate Banking Act also requires that state law of the host state applies to an out-of-state, state-chartered bank that branches in the host state to the same extent that it applies to a national bank operating a branch in the host state. In addition, bank branches operating in the host state and chartered in another state may exercise powers they have under their home-state charters if host state-chartered banks or national banks may exercise those powers.

      The activities permissible to bank holding companies and their affiliates were substantially expanded by the Gramm-Leach-Bliley Act (“Gramm-Leach”). Among other things, Gramm-Leach establishes a comprehensive framework to permit affiliations among commercial banks, insurance companies, and securities firms. Generally, the law (i) repeals the historical restrictions and eliminates many Federal and state law barriers to affiliations among banks and securities firms, insurance companies, and other financial service providers, (ii) provides a uniform framework for the activities of banks, savings institutions, and their holding companies, (iii) broadens the activities that may be conducted by subsidiaries of national banks and state banks, (iv) provides an enhanced framework for protecting the privacy of information gathered by financial institutions regarding their customers and consumers, (v) adopts a number of provisions related to the capitalization, membership, corporate governance, and other measures designed to modernize the Federal Home Loan Bank System, (vi) requires public disclosure of certain agreements relating to funds expended in connection with an institution’s compliance with the Community Reinvestment Act, and (vii) addresses a variety of other legal and regulatory issues affecting both day-to-day operations and long-term activities of financial institutions, including the functional regulation of bank securities and insurance activities.

      Bank holding companies are permitted to engage in a wider variety of financial activities than permitted under the prior law, particularly with respect to insurance and securities activities. In addition, in a change from the prior law, bank holding companies are in a position to be owned, controlled, or acquired by any company engaged in financially related activities.

      The Holding Company Act generally limits a bank holding company’s activities to managing or controlling banks, furnishing services to, or performing services for its subsidiaries and engaging in other activities that the FRB determines to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. In determining whether a particular activity is permissible, the FRB must consider whether the performance of such an activity reasonably can be expected to produce benefits to the public that outweigh possible adverse effects. Possible benefits include greater convenience, increased competition, and gains in efficiency. Possible adverse effects include undue concentration of resources, decreased or unfair competition, conflicts of interest, and unsound banking practices.

      Gramm-Leach expanded the range of permitted activities of a bank holding company which elects to become a financial holding company. These permitted activities include the offering of any service that is financial in nature or incidental thereto, including banking, securities underwriting, insurance (both underwriting and agency), merchant banking, acquisitions of and combinations with insurance companies and securities firms, and additional activities that the FRB, in consultation with the Secretary of the Treasury, determines to be financial in nature, incidental to such financial activities, or complementary activities that do not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally.

      Fidelity has elected to date not to engage in any of the additional activities authorized for a financial holding company, although it has qualified to do business as an insurance agency through a recently formed subsidiary of FSC.

      The mortgage banking industry is subject to the rules and regulations of, and examinations by, the GDBF, FNMA, FHLMC, Government National Mortgage Association (“GNMA”), HUD, FHA, and state regulatory authorities with respect to originating, processing, underwriting, selling, securitizing, and servicing residential mortgage loans. In addition, there are other Federal and state statutes and regulations affecting such activities.

      Various legislation requires that mortgage brokers and lenders, including the Bank, make certain disclosures to applicants for mortgage loans. The legislation also provides authority for the GDBF to promulgate rules with respect to escrow accounts and the advertising of mortgage loans. In addition, the legislation imposes restrictions on unfair mortgage banking practices, as defined therein.

      There are numerous rules and regulations imposed on mortgage loan originators that require originators to (i) establish eligibility criteria for mortgage loans; (ii) prohibit discrimination; (iii) regulate advertising of loans; (iv) encourage lenders to identify and meet the credit needs of the community, including low and moderate income neighborhoods, consistent with sound lending practices, by requiring that certain statistical information be maintained and publicly available regarding mortgage lending practices within certain geographical areas; (v) provide for inspections and appraisals of properties; (vi) require credit reports on prospective borrowers; (vii) regulate payment features; and (viii), in some cases, fix maximum interest rates, fees and loan amounts. Failure to comply with these requirements can lead to loss of approved status, termination of servicing contracts without compensation to the servicer, demands for indemnification or loan repurchases, and administrative enforcement actions.

      The USA Patriot Act of 2001 (the “Patriot Act”) contains anti-money laundering measures affecting insured depository institutions, broker-dealers, and certain other financial institutions. The Patriot Act requires such financial institutions to implement policies and procedures to combat money laundering and the financing of terrorism, and grants the Secretary of the Treasury broad authority to establish regulations and to impose requirements and restrictions on financial institutions’ operations. In addition, the Patriot Act requires the federal bank regulatory agencies to consider the effectiveness of a financial institution’s anti-money laundering activities when reviewing bank mergers and bank holding company acquisitions. Compliance with the Patriot Act by Fidelity has not had a material impact on its results of operations or financial condition.

      The Sarbanes-Oxley Act of 2002 comprehensively revised the laws affecting corporate governance, accounting obligations, and corporate reporting for companies, such as Fidelity, with equity or debt securities registered under the Securities Exchange Act of 1934. In particular, the Sarbanes-Oxley Act established: (i) new requirements for audit committees, including independence, expertise, and responsibilities; (ii) additional responsibilities regarding financial statements for the Chief Executive Officer and Chief Financial Officer of the reporting company; (iii) new standards for auditors and regulation of audits; (iv) increased disclosure and reporting obligations for the reporting company and their directors and executive officers; and (v) new and increased civil and criminal penalties for violation of the securities laws. The incremental current year and ongoing costs, including the requirements of management on employee time, is substantial and difficult to quantify.

Competition

      The banking business is highly competitive. Fidelity competes, other than for residential mortgages and indirect automobile loans, for traditional bank business with numerous other commercial banks and thrift institutions in Fulton, DeKalb, Cobb, Clayton, and Gwinnett counties, Georgia, its primary market area. Fidelity also competes for loans with insurance companies, regulated small loan companies, credit unions, and certain governmental agencies. Fidelity 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 Fidelity competes have greater financial resources than Fidelity.

      The indirect automobile financing and mortgage banking industries are also highly competitive. In the indirect automobile financing industry, Fidelity competes with specialty consumer finance companies, including automobile manufacturers’ captive finance companies, in addition to banks. The residential mortgage banking business of Fidelity competes with independent mortgage banking companies, state and national banks and their subsidiaries, as well as thrift institutions and insurance companies.

Employees

      As of December 31, 2004, Fidelity had 335 full-time equivalent employees. Fidelity is not a party to any collective bargaining agreement. Fidelity believes that its employee relations are good.

Available Information

      Fidelity files 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 on Form 10-K, Quarterly Reports on Form 10-Q, 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 well as Section 16 reports on Forms 3, 4, and 5 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

      We also provide a copy of our Annual Report via mail, at no cost, upon receipt of a written request to the following address:

           Investor Relations
Fidelity Southern Corporation
P.O. Box 105075
Atlanta, Georgia 30348

Risk Factors

     Credit Risk and Loan Concentration

      A major risk facing lenders is the risk of losing principal and interest as a result of a borrower’s failure to perform according to the terms of the loan agreement, i.e. “credit risk.” Fidelity’s significant credit risks include (i) the value of the underlying collateral, which may not be sufficient to permit Fidelity to recover the full value of the loan upon default, and (ii) the general creditworthiness of the borrowers. There can be no assurance that the allowance for loan losses will be adequate to cover future losses in the existing loan portfolios. Loan losses exceeding Fidelity’s historical rates could have a material adverse effect on the results of operations and financial condition of Fidelity.

     Potential Impact of Changes in Interest Rates

      The profitability of Fidelity depends to a large extent upon its net interest income, which is the difference between interest income on interest-earning assets, such as loans and investments, and interest expense on interest-bearing liabilities, such as deposits and borrowings. The net interest income of Fidelity would be adversely affected if changes in market interest rates resulted in the cost of interest-bearing liabilities increasing faster than the increase in the yield on the interest-earning assets of Fidelity. In addition, a decline in interest rates may result in greater than normal prepayments of the higher interest-bearing obligations held by Fidelity.

     Management Information Systems

      The sophistication and level of risk of Fidelity’s business requires the utilization of thorough and accurate management information systems. Failure of management to effectively implement, maintain, update, and utilize updated management information systems could prevent management from recognizing in a timely manner deterioration in the performance of its business, particularly its indirect automobile loan portfolios. Such failure to effectively implement, maintain, update, and utilize comprehensive management information systems could have a material adverse effect on the results of operations and financial condition of Fidelity.

     Adverse Economic Conditions

      Fidelity’s major lending activities are indirect automobile and real estate and commercial loans in the metropolitan areas of Atlanta, Georgia, and Jacksonville, Florida. Indirect automobile loans and residential mortgage loans are also produced for resale, with servicing rights often retained for indirect automobile loans only. An increase in interest rates could have a material adverse effect on the housing and automobile industries and consumer spending generally. In addition, an increase in interest rates could cause a decline in the value of residential mortgage and indirect automobile loans held-for-sale by Fidelity. These events, along with adverse national, regional, and local economic conditions, could adversely affect the results of operations and financial condition of Fidelity.

     Litigation and Potential Litigation

      Fidelity is subject to claims of violations of laws and regulations in the conduct of its business. Although Fidelity has established procedures to implement compliance with such laws and regulations, there can be no assurances that, in all instances, the activities undertaken will be in full compliance thereof. Violations of such laws and regulations may result in monetary liability and restrictions on its activities, which may adversely affect the results of operations and financial condition of Fidelity.

     Dependence on Key Personnel

      Fidelity currently depends heavily on the services of its Chief Executive Officer, James B. Miller, Jr., and a number of other key management personnel. The loss of Mr. Miller’s services, or of other key personnel, could materially and adversely affect the results of operations and financial condition of Fidelity. Fidelity’s success will also depend in part on its ability to attract and retain additional qualified management personnel. Competition for such personnel is strong in the banking industry and Fidelity may not be successful in attracting or retaining the personnel it requires.

     Governmental Regulation — Banking

      Fidelity is subject to extensive supervision, regulation, and control by several Federal and state governmental agencies, including the FRB, GDBF, FDIC, FNMA, FHLMC, and GNMA. Future legislation, regulations, and government policy could adversely affect Fidelity 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.

     Governmental Regulation — Mortgage Banking

      Fidelity’s mortgage banking operations are subject to extensive regulation by Federal and state governmental authorities and agencies, including FNMA, FHLMC, GNMA, the Federal Housing Authority, and the Veterans Administration. Consequently, Fidelity is subject to various laws, rules, regulations, and judicial and administrative decisions that, among other things, regulate credit-granting activities, govern secured transactions, and establish collection, repossession and claims-handling procedures, and other trade practices. Failure to comply with regulatory requirements can lead to loss of approved status, demands for indemnification or mortgage loan repurchases, class action lawsuits, and administrative enforcement actions. Although Fidelity believes that it is in compliance in all material respects with applicable Federal, state, and agency laws, rules, and regulations, there can be no assurance that more restrictive laws, rules, and regulations will not be adopted in the future which could make compliance more difficult or expensive, restrict Fidelity’s ability to originate, purchase or sell mortgage loans, further limit or restrict the amount of interest and other fees that may be earned or charged on mortgage loans originated, purchased or serviced by Fidelity, or otherwise adversely affect the results of operations and financial condition of Fidelity.

     Consumer and Debtor Protection Laws

      Fidelity is subject to numerous Federal and state consumer protection laws that impose requirements related to offering and extending credit. The Federal and state governmental authorities may enact laws and amend existing laws to regulate further the consumer industry or to reduce finance charges or other fees or charges applicable to consumer revolving loan accounts. Such laws, as well as any new laws or rulings which may be adopted, may adversely affect Fidelity’s ability to collect on account balances or maintain previous levels of finance charges and other fees and charges with respect to the accounts. Any failure by Fidelity to comply with such legal requirements also could adversely affect its ability to collect the full amount of the account balances. Changes in Federal and state bankruptcy and debtor relief laws could adversely affect the results of operations and financial condition of Fidelity if such changes result in, among other things, additional administrative expenses and accounts being written off as uncollectible.

     Composition of the Real Estate Loan Portfolio

      Fidelity’s real estate loan portfolio includes residential mortgages and construction and commercial loans secured by real estate. Fidelity generates all of its real estate mortgage loans in Georgia and Florida. Therefore, conditions of these real estate markets could strongly influence the level of Fidelity’s nonperforming mortgage loans and the results of operations and financial condition of Fidelity. Real estate values and the demand for mortgages and construction loans are affected by, among other things, changes in general or local economic conditions, changes in governmental rules or policies, the availability of loans to potential purchasers, and acts of nature. Although Fidelity’s underwriting standards are intended to protect Fidelity against adverse general and local real estate trends, declines in real estate markets could adversely impact the demand for new real estate loans, the value of the collateral securing Fidelity’s loans, and the results of operations and financial condition of Fidelity.

     Monetary Policy

      Fidelity’s earnings are affected by general economic conditions as well as by the monetary policies of the Federal Reserve Board. Such policies, which include regulating the national supply of bank reserves and bank credit, can have a major effect upon the sources and cost of funds and the rates of return earned on loans and investments. The Federal Reserve System exerts a substantial influence on interest rates and credit conditions, primarily through open market operations in U.S. Government securities, varying the discount rate on member bank borrowings and setting cash reserve requirements against deposits. Changes in monetary policy, including changes in interest rates, will influence the origination of loans, the purchase of investments, the generation of deposits, and rates received on loans and investment securities and paid on deposits. Fluctuations in the Federal Reserve Board’s monetary policies have had a significant impact

on the operating results of Fidelity Bank and all financial institutions in the past and are expected to continue to do so in the future.

     Relationships with Dealers

      Fidelity’s indirect automobile lending operation depends in large part upon its ability to maintain and service its relationships with automobile dealers. There can be no assurance Fidelity will be successful in maintaining such relationships or increasing the number of dealers with which it does business, or that its existing dealer base will continue to generate a volume of finance contracts comparable to the volume historically generated by such dealers.

Item 2.     Properties

      Fidelity’s principal executive offices consist of 19,175 square feet of leased space in Atlanta, Georgia. Fidelity’s operations are principally conducted from 65,897 square feet of leased space located at 3 Corporate Square, Atlanta, Georgia. The Bank has 19 branch offices located in Fulton, DeKalb, Cobb, Clayton, and Gwinnett Counties, Georgia, of which 12 are owned and seven are leased. In addition, Fidelity acquired a branch site in late 2004 and has initiated activities to build a permanent facility. In the meantime, Fidelity intends to initiate branch operations in a temporary facility during the first half of 2005. Fidelity leases a loan production office in Jacksonville, Florida.

Item 3.     Legal Proceedings

      Fidelity is 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, 2004, 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 Fidelity’s results of operations or financial condition.

PART II

      The information required by Item 5, other than as set forth below, is incorporated herein by reference to the information that appears under the heading “Corporate and Shareholder Information” in our Annual Report to Shareholders.

Dividends

      FSC has declared and paid the following dividends in the past two fiscal years:

      See Note 13 to our consolidated financial statements in Item 8 for a discussion of the restrictions on the ability of Fidelity to pay dividends.

Securities Authorized for Issuance Under Equity Compensation Plans

      The following table presents information as of December 31, 2004, with respect to shares of common stock of Fidelity that may be issued under equity compensation plans of Fidelity. The equity compensation plans of Fidelity consist of the Stock Option Plan and the 401(k) tax qualified savings plan.

SELECTED FINANCIAL DATA