Attached files
Exhibit 99.2
Unaudited Pro Forma Financial Information
The following is the unaudited summary pro forma results of operations and condensed combined consolidated balance sheet information for First Community Financial Partners, Inc. (First Community) giving effect to the merger of its subsidiary banks including First Community Bank of Joliet, First Community Bank of Plainfield, First Community Bank of Homer Glen & Lockport and Burr Ridge Bank and Trust. The unaudited pro forma condensed combined consolidated balance sheet information as of December 31, 2012 gives effect to the merger as if it occurred on the date. The summary pro forma results of operations for the years ended December 31, 2012 and 2011 give effect to the merger as if it occurred on January 1, 2011. The pro forma condensed combined consolidated financial information is presented for illustrative purposes only and does not necessarily indicate the operating results of the combined companies had they actually been merged on January 1, 2011. The actual completion date of the merger was March 12, 2013.
The unaudited pro forma condensed combined financial information gives effect to and shows the pro forma impact on our historical financial statements of (1) the issuance of approximately 4,000,524 shares of common stock to the minority stockholders of FCB Plainfield, FCB Homer Glen, and Burr Ridge, each of which will be merged into a bank to be wholly owned by First Community as part of the consolidation, (2) the cash payment of approximately $508,000 to the Restricted Stock Unit holders of FCB Plainfield, and (3) the issuance of up to $10 million in subordinated debt at an interest rate of 9%.
The merger will be accounted for as a purchase of a noncontrolling interest between entities under common control for accounting and financial reporting purposes. Accordingly, First Community's noncontrolling interest will be reclassified to shareholders' equity and all assets and liabilities will be recorded at historical cost.
The unaudited pro forma condensed combined consolidated financial information is based on and should be read together with, the historical consolidated financial statements and related notes of First Community, contained in its audited financial statements on Form S-4/A for the year ended December 31, 2011.
Pro Forma | |||||||
(Dollars in thousands, other than per share data) | Year Ended December 31, 2012 | Year Ended December 31, 2011 | |||||
(Unaudited) | |||||||
Summary Results of Operations | |||||||
Interest income | $ | 38,522 | $ | 45,456 | |||
Interest expense | 9,199 | 13,287 | |||||
Net interest income | 29,323 | 32,169 | |||||
Provision for loan losses | 7,062 | 17,447 | |||||
Net interest income after provision for loan losses | 22,261 | 14,722 | |||||
Noninterest income | 1,593 | 1,723 | |||||
Noninterest expense | 22,196 | 21,689 | |||||
Income (loss) before income taxes | 1,658 | (5,244 | ) | ||||
Income taxes | 341 | 827 | |||||
Net income (loss) | 1,317 | (6,071 | ) | ||||
Dividends and accretion on preferred shares | 1,419 | 1,419 | |||||
Net loss available to common shareholders | $ | (102 | ) | $ | (7,490 | ) | |
Per Share Data | |||||||
Earnings | |||||||
Basic | $ | (0.01 | ) | $ | (0.48 | ) | |
Diluted | $ | (0.01 | ) | $ | (0.48 | ) | |
Weighted average shares outstanding | |||||||
Basic | 16,048,418 | 15,598,548 | |||||
Diluted | 16,188,449 | 15,598,548 | |||||
Pro Forma | |||
(Dollars in thousands, except per share data) | December 31, 2012 | ||
(Unaudited) | |||
Summary Balance Sheet Data | |||
Cash and due from banks | $ | 14,933 | |
Federal funds sold | — | ||
Interest-bearing deposits in banks | 139,844 | ||
Securities available for sale | 108,961 | ||
Nonmarketable equity securities | 967 | ||
Loans, net | 614,236 | ||
Premises and equipment, net | 16,990 | ||
Foreclosed assets | 3,419 | ||
Cash surrender value of life insurance | 4,366 | ||
Accrued interest receivable and other assets | 6,576 | ||
Total assets | $ | 910,292 | |
Deposits | $ | 780,662 | |
Other borrowed funds | 25,695 | ||
Subordinated debt | 14,060 | ||
Accrued interest payable and other liabilities | 4,252 | ||
Shareholders' equity | 85,623 | ||
Total liabilities and shareholders' equity | $ | 910,292 | |
Per Common Share Data | |||
Book Value | $ | 3.96 | |
Common Shares Outstanding | 16,048,418 | ||