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Marker:
First Community Fina (FCMP)
$4.00 0.0 (0.00%)
Volume: 2,000
Awaiting 10-K financials until then this is the last 10-Q from Sept. 2013.
https://www.snl.com/Cache/20808013.pdf?IID=4142262&FID=20808013&O=3&OSID=9
New O/S count is: There were outstanding 16,221,413 shares of the Registrant’s common stock as of November 12, 2013.
Book Value $5.34
Note 7. Subordinated Debt
In May 2009, the Company completed a private placement offering to individual accredited investors of (i) $5.0 million in common stock at $4.63 per share and (ii) $4.1 million of 8% Series A noncumulative convertible preferred stock (the “Series A Preferred Stock”) with a purchase price and liquidation preference of $1,000 per share. The Series A Preferred Stock was convertible to common stock at $10.00 per share on or after five years. On July 9, 2009, each share of Series A Preferred Stock was, automatically and without any action on the part of the holder thereof, exchanged for Company subordinated notes in the same face amount as the shares for which they were exchanged. The holders of the notes are entitled to interest at 8% payable annually, and the notes will mature on the tenth anniversary from the date of issuance. The notes are redeemable by the Company on or after five years of the date of issuance, in whole or in part, at a price equal to 100% of the outstanding principal amount of such note redeemed. The notes are convertible to common stock at $10.00 per share on or after five years. The subordinated debt qualifies for regulatory capital treatment subject to certain limits as total capital of the Company at September 30, 2013. The outstanding balance at September 30, 2013 and December 31, 2012 was $4.1 million.
On March 12, 2013, the Company completed a private placement offering of $10.0 million of subordinated indebtedness coupled with warrants to purchase in the aggregate 250,000 shares of Company common stock at a price of $4.00 per share. These securities were offered in denominations of $10,000 per note evidencing the subordinated indebtedness along with a warrant to purchase 250 shares of Company common stock at $4.00 per share. The subordinated indebtedness bears interest at an annual rate of 9.0% and will mature on the tenth anniversary from the date of issuance. Interest on the subordinated indebtedness has been accruing from the date of issuance and is payable semi-annually, in arrears. The warrants will remain outstanding following any such redemption of the subordinated indebtedness, and will have a term of ten years from the date of issuance, whereafter they will expire. The notes are redeemable by the Company on or after two years from the date of issuance, in whole or in part, at a price equal to 100% of the outstanding principal amount of such note redeemed. Proceeds from the private placement were allocated to the two instruments based on the relative fair values of the subordinated indebtedness without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants was approximately $277,000 and was accounted for as paid-in capital at estimated fair value. The remainder of the discount was allocated to the subordinated indebtedness as part of the transaction. The discount will be accreted over the term of the warrants using the interest method. The outstanding balance net of the associated discount was $9.7 million at September 30, 2013.
On September 30, 2013, the Company completed a private placement offering of $5.5 million of subordinated indebtedness. These securities were offered in denominations of $1,000 per note. The subordinated notes will mature on the eighth anniversary of the issuance of the notes. The Company will have the option to redeem the notes in whole or part, upon the occurrence of certain events affecting the regulatory capital or tax treatment of the notes prior to the fifth anniversary of the issuance. The holders of the notes are entitled to interest at 8.625% payable in arrears, on March 31, June 30, September 30, and December 31 of each year, beginning December 31, 2013, and at maturity. On or after the fifth anniversary of the effective date of the subordinated notes, the Company may redeem the notes, in whole or in part, upon giving notice to the holders. The outstanding balance was $5.5 million at September 30, 2013.
Page 23
Net deferred tax asset $ 16,603 MM
page 25
Note 15. Preferred Stock
In December 2009, as part of the Troubled Asset Relief Program (“TARP”) Capital Purchase Program of the United States Treasury (“Treasury”), the Company entered into a Letter Agreement and Securities Purchase Agreement (collectively, the “Purchase Agreement”) with Treasury, pursuant to which the Company (i) sold to Treasury 22,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B (“Series B Preferred Stock”), at $1,000 per share, or $22 million in the aggregate, and (ii) issued to Treasury warrants to purchase Fixed Rate Cumulative Perpetual Preferred Stock, Series C (“Series C Preferred Stock”), with a liquidation amount equal to 5% of the Treasury’s investment in Series B Preferred Stock or $1.1 million. The warrants were immediately exercised for 1,100 shares of Series C Preferred Stock and are being accreted over an estimated life of five years. The Series B Preferred Stock and the Series C Preferred Stock qualify as Tier 1 capital.
On July 23, 2012, Treasury announced its intentions to auction the Series B Preferred Stock and Series C Preferred Stock. On July 26, 2012, Treasury announced that all of First Community’s 1,100 shares of Series C Preferred Stock were priced and sold to one or more third parties at $661.50 per share, for an aggregate total of $727,650. Treasury did not proceed with the sale of Series B Preferred Stock in First Community due to the fact that Treasury did not receive sufficient bids above the minimum bid price in accordance with the auction procedures. The book value of the Series C Preferred Stock was $837,000 at September 30, 2013 and dividends are paid quarterly at an annual rate of 9.0%.
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On September 10, 2012, Treasury announced its intentions to again auction the Series B Preferred Stock. On September 13, 2012, Treasury announced that all 22,000 shares of Series B Preferred Stock were priced and sold to one or more third parties at $652.50 per share, for an aggregate total of $14.4 million. Dividends are paid quarterly at an annual rate of 5.0% until February 15, 2015, at which time the annual rate will increase to 9.0%. None of the remaining shares of outstanding Series B Preferred Stock or Series C Preferred Stock are held by Treasury.
On November 8, 2012, First Community entered into a TARP Securities Purchase Option Agreement with certain of the current holders of the Series B Preferred Stock and Series C Preferred Stock. Pursuant to the TARP Securities Purchase Option Agreement, First Community has the option, but is not required, to repurchase from such certain holders their shares of Series B Preferred Stock at a discount. $16,824,000 face amount, or 16,824 shares, of Series B preferred stock are subject to the discount option. The TARP Securities Purchase Option Agreement provides that First Community can achieve a discount upon repurchase between 18.5% and 31% from the $1,000 per share face value of the Series B Preferred Stock if such shares are repurchased, in whole or in part, before September 13, 2014. The available percentage discount is 31% through March 13, 2013, 27.139% from March 14, 2013 through September 12, 2013, 23% from September 13, 2013 through March 13, 2014, and 18.5% from March 14, 2014 through September 13, 2014. If any shares subject to the TARP Securities Purchase Option Agreement are repurchased following September 13, 2014, the agreement does not provide for a discount.
The Series C Preferred Stock may not be redeemed until all Series B Preferred Stock has been redeemed, repurchased or otherwise acquired by the Company. All redemptions are subject to the approval of the Company’s federal banking regulatory agency.
On March 12, 2013, pursuant to the terms of the TARP Securities Purchase Option Agreement the Company repurchased 9,500 shares, or $9.5 million, of its Series B Preferred Stock at $690.00 per share. The total cost of repurchasing these shares was approximately $6.6 million which included accrued and unpaid dividends earned on the shares through the date of repurchase. A gain on retirement of preferred stock of $2.9 million was recorded through accumulated deficit.
On September 30, 2013, pursuant to the terms of the TARP Securities Purchase Option Agreement the Company repurchased 7,324shares, or $7.3 million, of its Series B Preferred Stock at $728.61 per share. The total cost of repurchasing these shares was $5.3 million which included accrued and unpaid dividends earned on the shares through the date of repurchase. A gain on retirement of preferred stock of $2.0 million was recorded through accumulated deficit.
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Results of Operations
Overview
Highlighted operational data includes:
• Net income available to common stockholders increased $14.8 million to $15.0 million for the three months ended September 30, 2013 compared to net income available to common stockholders
of $208,000 for the same period in 2012. In addition, net income available to common stockholders was $567,000 for the three months ended June 30, 2013. The increase in net income was
primarily due to an income tax benefit of $14.1 million resulting from the reversal of the previously established valuation allowance on the Company’s deferred tax asset.
• First Community repurchased $7.3 million of its outstanding $12.5 million Series B Preferred Stock during the third quarter of 2013. The 7,324 preferred shares, with a liquidation preference of $1,000 per share, were repurchased at a cost of $5.3 million resulting in a gain attributable to common shareholders of $2.0 million.
• Book value per common share increased $1.04 to $5.34 at September 30, 2013, compared to $4.30 at June 30, 2013. Book value per common share increased $1.20 to $5.34 at September 30, 2013 from $4.14 at December 31, 2012.
• Investment securities increased by $27.8 million to $143.1 million at September 30, 2013 from June 30, 2013 as management deployed excess liquidity.
• Loans increased by $21.9 million during the nine months ended September 30, 2013 and $11.0 million during the third quarter of 2013. Commitments to extend credit also increased $25.1 million
during 2013 and $33.0 million during the third quarter of 2013.
• Non-performing loans decreased $7.6 million to $20.3 million or 3.08% of total loans at September 30, 2013, compared with $27.9 million or 4.39% of total loans at December 31, 2012. Nonperforming loans decreased $6.1 million during the third quarter of 2013.
• Net interest income decreased only $75,000 for the three months ended September 30, 2013 compared to $28,000 for the same time period ended September 30, 2012. Net interest income remained
stable during the third quarter of 2013 at $7.1 million for the three months ended September 30, 2013 compared to $7.0 million for the same time period ended June 30, 2013.
• Provision for loan losses decreased $300,000 to $1.2 million for the three months ended September 30, 2013 compared to $1.5 million for the three months ended June 30, 2013 as a result of the overall decrease in non-performing loans.
• Noninterest expenses continued to improve as a result of the 2013 merger of First Community's four bank subsidiaries and overall improved operating performance. Noninterest expense for the third quarter of 2013 was $5.1 million, which was an $209,000 improvement over the third quarter of 2012. Noninterest expense increased $357,000 to $5.1 million for the three months ended
September 30, 2013 compared to threemonths ended June 30, 2013. The increase was due to new hires in the Company’s residential mortgage loan operation along with the grant of restricted stock units that immediately vested.
Wilbur Ross backs Michigan bank with eye on Illinois
Proceeds from planned $230 million IPO could go toward Midwest acquisitions
January 31, 2014
A Michigan-based bank backed by financier Wilbur Ross plans a $230 million initial public stock offering and said it might use some proceeds for acquisitions, including possibly in Illinois.
"Dislocations in the U.S. banking industry have created an opportunity for us to create a leading Midwest regional bank," Troy, Mich.-based Talmer Bancorp Inc. said in a recent Securities and Exchange Commission filing. It's targeting mostly Michigan and Ohio, but also Wisconsin, Illinois and Indiana.
Its Talmer Bank & Trust unit has one Chicago-area branch. Several executives once worked for Chicago-based PrivateBancorp Inc. and its Michigan affiliate.
Funds controlled by Ross currently have a 24 percent stake in the $4.7 billion-asset company. The chief executive of private equity firm WL Ross & Co. has been a Talmer director since 2010.
Also on Talmer's board is former Michigan Gov. Jennifer Granholm.
Talmer Bank opened in 2007 in Michigan. Between 2010 and 2013, it made five bank deals.
[....]
http://articles.chicagotribune.com/2014-01-31/business/ct-wilbur-ross-bank-ipo-0131-biz--20140131_1_wilbur-ross-milken-institute-michigan-bank
First Community Financial Partners, Inc. Announces Rescission of Board Resolution
Date : 11/22/2013 @ 4:30PM
Source : GlobeNewswire Inc.
First Community Financial Partners, Inc. (OTCBB:FCMP) ("First Community" or the "Company"), the holding company for First Community Financial Bank (the "Bank"), announced today that the Board of Directors of the Company has rescinded a board resolution dated October 19, 2011, which required the Company to obtain the written approval of the Federal Reserve Bank of Chicago (the "Federal Reserve") prior to: (1) the declaration or payment of corporate dividends; (2) any increase in debt; or (3) the redemption of Company stock. The Federal Reserve notified the Company on November 14, 2013 it had no objections to the Company rescinding the board resolution.
"This action reflects the continuing improvement in the financial condition of the Company," said Roy C. Thygesen, Chief Executive Officer. "The merger of our subsidiary banks and subsequent lifting of the Bank's Memoranda of Understanding in August of this year further demonstrate the steps management has taken to improve the asset quality and efficiencies of the Company. The Board recognized this and believed the board resolution adopted on October 19, 2011 was no longer warranted."
[....]
http://ih.advfn.com/p.php?pid=nmona&article=60142206
First Community Financial Partners, Inc. Announces Termination of Memoranda of Understanding with FDIC and State Regulator
Date : 08/15/2013 @ 5:36PM
Source : Business Wire
First Community Financial Partners, Inc. (OTCBB: FCMP) (“First Community”), the holding company for First Community Financial Bank (the “Bank”), announced today that the Memoranda of Understanding applicable to the Bank with the Federal Deposit Insurance Corporation (the “FDIC”) and the Illinois Department of Financial and Professional Regulation, have been terminated, effective as of August 12, 2013.[/b] As part of its previous approval of the consolidation of the Company’s four prior banking subsidiaries, the FDIC required that the consolidated bank remain subject to the Memorandum of Understanding instituted at each of First Community Bank of Joliet and First Community Bank of Homer Glen & Lockport on March 21, 2012 and April 18, 2012, respectively.
“We are pleased that our regulators have recognized the improvement in the consolidated Bank’s condition and determined that the Memoranda of Understanding are no longer warranted,” said Roy C. Thygesen, Chief Executive Officer. “We are very proud of the hard work that the entire Bank team has put in to achieve this goal.”
[....]
http://ih.advfn.com/p.php?pid=nmona&article=58841103
First Community Financial Partners, Inc. Completes Repurchase of $7.3 million of Preferred Stock & $5.5 million Private Placement
(this PR was put out 4 months ago)
Date : 10/01/2013 @ 6:13PM
Source : Business Wire
Stock : First Community Financial Partners, Inc. (QB) (FCMP)
Quote : $4.0 0.0 (0.00%) @ 5:00PM pps as of 2/6/2014
First Community Financial Partners, Inc. (OTCBB: FCMP) (“First Community”), repurchased $7.3 million of its outstanding $12.5 million Series B Cumulative Perpetual Preferred Stock. The 7,324 preferred shares, with a liquidation preference of $1,000 per share, were repurchased at a cost of $5.3 million resulting in a gain attributable to common shareholders of $2.0 million. “We continue to look for opportunities to enhance the value of our shareholders' investment in First Community,” said Roy C. Thygesen, First Community CEO. “The substantial shareholder gains realized through the transactions completed yesterday are a product of this initiative,” he added.
In connection with the repurchase, First Community closed a private placement of $5.5 million principal amount of 8.625% Subordinated Notes due 2021 (the "Notes"). The Notes were issued in denominations of $1,000 and integral multiples thereof to an affiliate of EJF Capital LLC, the holder of certain First Community's Series B Cumulative Perpetual Preferred Stock, and certain officers and directors of the Company. The proceeds of the private placement were used to fund the repurchase of the Series B Cumulative Perpetual Preferred Stock.
The Notes issued in the private placement were not registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), and were issued pursuant to an exemption from registration under Regulation D of the rules promulgated under the Act.
[....]
http://ih.advfn.com/p.php?pid=nmona&article=59446133
About First Community Financial Partners, Inc.: The bank holding company was formed following the organization of First Community Bank of Joliet to participate with local business leaders from other near west and southwest suburban communities to charter additional banks focused on commitment to their communities. Within five years, First Community Bank of Plainfield, First Community Bank of Homer Glen/Lockport, Burr Ridge Bank and Trust and new branches of First Community Bank of Joliet located in Channahon and Naperville opened their doors, following the proven model of local investors, board members and bankers. Over the years, the reception by local businesses and professional firms has proven that small and midsized businesses respond to the personal approach of a bank that is owned and operated by experienced bankers who are invested in and concerned for the future of their community.
About First Community Financial Bank: With assets approaching $1 billion, First Community Financial Bank is a wholly owned banking subsidiary of First Community Financial Partners, Inc., with locations in Joliet, Plainfield, Homer Glen, Channahon, Naperville and Burr Ridge. The combined result of four recently merged subsidiary bank charters, the bank remains dedicated to its founding principles by being actively involved in the communities it serves and providing exceptional personal service through experienced local professionals.
http://ih.advfn.com/p.php?pid=nmona&article=59446133
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