First Community Financial Partners (FCMPE) 10-Q 2013 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                          to                         

333-185041

333-185043

333-185044

Commission file number

FIRST COMMUNITY FINANCIAL PARTNERS, INC.

(Exact name of registrant as specified in its charter)

Illinois	20-4718752
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2801 Black Road, Joliet, IL	60435
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  (815) 725-0123

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  x No o

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).  Yes o Nox

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filero	Accelerated filero
Non-accelerated filero (Do not check if a smaller reporting company)	Smaller reporting companyx

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  YesoNox

There were outstanding 16,221,413 shares of the Registrant’s common stock as of November 12, 2013.

FIRST COMMUNITY FINANCIAL PARTNERS, INC.

FORM 10-Q

September 30, 2013

INDEX

		Page
PART I	FINANCIAL INFORMATION
Item 1	Financial Statements
	Consolidated Balance Sheets at September 30, 2013 (Unaudited) and December 31, 2012	3
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2013 and 2012 (Unaudited)	4
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2013 and 2012 (Unaudited)	5
	Consolidated Statements of Changes in Shareholders' Equity for the Nine Months Ended September 30, 2013 and 2012 (Unaudited)	6
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 (Unaudited)	7
	Notes to Consolidated Financial Statements (Unaudited)	9
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	40
Item 3	Quantitative and Qualitative Disclosures about Market Risk	58
Item 4	Controls and Procedures	58
Part II	OTHER INFORMATION
Item 1	Legal Proceedings	59
Item 1A	Risk Factors	59
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 3	Defaults Upon Senior Securities	59
Item 4	Mine Safety Disclosures	59
Item 5	Other Information	59
Item 6	Exhibits
	Signatures	60
	Exhibit Index	61

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

First Community Financial Partners, Inc. and Subsidiaries
Consolidated Balance Sheets
	September 30, 2013			December 31, 2012
Assets	(in thousands, except share data)(unaudited)
Cash and due from banks	$	14,142		$	14,933
Interest-bearing deposits in banks	7,559			132,152
Securities available for sale	143,144			108,961
Nonmarketable equity securities	967			967
Loans held for sale	2,118			—
Loans, net of allowance for loan losses of $20,203 in 2013; $22,878 in 2012	638,837			614,236
Premises and equipment, net	16,586			16,990
Foreclosed assets	4,205			3,419
Cash surrender value of life insurance	4,476			4,366
Deferred tax asset	16,603			1,566
Accrued interest receivable and other assets	3,772			5,010
Total assets	$	852,409		$	902,600
Liabilities and Shareholders’ Equity
Liabilities
Deposits
Noninterest-bearing	$	114,687		$	114,116
Interest-bearing	583,643			666,546
Total deposits	698,330			780,662
Other borrowed funds	38,659			25,695
Subordinated debt	19,298			4,060
Accrued interest payable and other liabilities	3,462			4,252
Total liabilities	759,749			814,669
Commitments and Contingencies (Note 11)
First Community Financial Partners, Inc. Shareholders’ Equity
Preferred stock, Series A, non-cumulative convertible, $1.00 par value; 5,000 shares authorized; no shares issued and outstanding at September 30, 2013 and at December 31, 2012	—			—
Preferred stock, Series B, 5% cumulative perpetual, $1.00 par value; 22,000 shares authorized; 5,176 shares issued and outstanding at September 30, 2013 and 22,000 shares issued and outstanding at December 31, 2012	5,176			22,000
Preferred stock, Series C, 9% cumulative perpetual, $1.00 par value; 1,100 shares authorized; 1,100 issued and outstanding at September 30, 2013 and at December 31, 2012	837			672
Common stock, $1.00 par value; 60,000,000 shares authorized; 16,221,413 issued and outstanding at September 30, 2013 and 12,175,401 issued and outstanding at December 31, 2012	16,221			12,175
Additional paid-in capital	81,292			70,113
Accumulated deficit	(11,469		)	(33,019		)
Accumulated other comprehensive income	603			1,198
Total First Community Financial Partners, Inc. shareholders' equity	92,660			73,139
Non-controlling interest	—			14,792
Total shareholders' equity	92,660			87,931
Total liabilities and shareholders' equity	$	852,409		$	902,600
See Notes to Unaudited Consolidated Financial Statements.

3

First Community Financial Partners, Inc. and Subsidiaries
Consolidated Statements of Operations
	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
Interest income:	(in thousands, except share data)(unaudited)
Loans, including fees	$	8,041		$	9,080		$	24,528		$	27,994
Securities	536			439			1,405			1,220
Federal funds sold and other	32			50			166			181
Total interest income	8,609			9,569			26,099			29,395
Interest expense:
Deposits	1,179			1,880			3,790			6,239
Federal funds purchased, other borrowed funds and subordinated debt	335			105			817			302
Total interest expense	1,514			1,985			4,607			6,541
Net interest income	7,095			7,584			21,492			22,854
Provision for loan losses	1,216			1,118			3,916			5,551
Net interest income after provision for loan losses	5,879			6,466			17,576			17,303
Noninterest income:
Service charges on deposit accounts	133			123			310			328
Gain on sale of loans	—			101			265			339
Gain on sale of securities	—			17			—			17
Loss on foreclosed assets, net	—			(608		)	(196		)	(720		)
Mortgage fee income	63			96			277			225
Other	110			137			363			354
	306			(134		)	1,019			543
Noninterest expenses:
Salaries and employee benefits	2,709			2,482			7,897			7,547
Occupancy and equipment expense	560			637			1,654			1,813
Data processing	219			296			746			901
Professional fees	521			937			1,145			1,784
Advertising and business development	61			112			422			336
Loan workout	66			(169		)	110			(75		)
Foreclosed assets, net of rental income	57			140			199			551
Other expense	886			853			3,031			2,873
	5,079			5,288			15,204			15,730
Income before income taxes and non-controlling interest	1,106			1,044			3,391			2,116
Income tax (benefit) expense	(14,102		)	170			(14,068		)	513
Income before non-controlling interest	15,208			874			17,459			1,603
Net income attributable to non-controlling interest	—			311			54			925
Net income applicable to First Community Financial Partners, Inc.	15,208			563			17,405			678
Dividends and accretion on preferred shares	236			355			788			1,064
Net income (loss) applicable to common shareholders	$	14,972		$	208		$	16,617		$	(386	)
Common share data
Basic earnings (loss) per common share	$	0.92		$	0.02		$	1.10		$	(0.03	)
Diluted earnings (loss) per common share	0.92			0.02			1.09			(0.03		)
Weighted average common shares outstanding for basic earnings per common share	16,198,676			12,184,846			15,143,166			12,041,891
Weighted average common shares outstanding for diluted earnings per common share	16,319,291			12,326,267			15,251,841			12,041,891
See Notes to Unaudited Consolidated Financial Statements.

4

First Community Financial Partners, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
	(in thousands)(unaudited)
Net income	$	15,208		$	563		$	17,405		$	678
Unrealized holding (losses) gains on investment securities	(60		)	(509		)	(1,214		)	1,093
Reclassification adjustments for gains included in net income	—			(17		)	—			(17		)
Tax effect of realized and unrealized gains and losses on investment securities	24			209			471			(415		)
Other comprehensive income, net of tax	(36		)	(317		)	(743		)	661
Comprehensive income	$	15,172		$	246		$	16,662		$	1,339
See Notes to Unaudited Consolidated Financial Statements.

5

First Community Financial Partners, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
Nine Months Ended September 30, 2013 and 2012
	Series A Preferred Stock		Series B Preferred Stock			Series C Preferred Stock		Common Stock		Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Non-controlling Interest			Total
	(in thousands, except share data) (unaudited)
Balance, December 31, 2011	$	—	$	22,000		$	452	$	12,036	$	69,728	$	(33,123	)	$	673		$	—		$	13,468		$	85,234
Net income	—		—			—		—		—		678			—			—			925			1,603
Other comprehensive income, net of tax	—		—			—		—		—		—			661			—			67			728
Issuance of 16,000 shares of common stock for restricted stock awards and amortization	—		—			—		16		8		—			—			—			—			24
Discount accretion on preferred shares	—		—			165		—		—		(165		)	—			—			—			—
Dividends on preferred shares	—		—			—		—		—		(899		)	—			—			—			(899		)
Stock based compensation expense	—		—			—		—		382		—			—			—			131			513
Balance, September 30, 2012	—		22,000			617		12,052		70,118		(33,509		)	1,334			—			14,591			87,203
Balance, December 31, 2012	—		22,000			672		12,175		70,113		(33,019		)	1,198			—			14,792			87,931
Net income	—		—			—		—		—		17,405			—			—			54			17,459
Other comprehensive loss, net of tax	—		—			—		—		—		—			(743		)	—			(1		)	(744		)
Repurchase of preferred shares	—		(16,824		)	—		—		—		4,933			—			—			—			(11,891		)
Repurchase of common shares	—		—			—		—		—		—			—			(60		)	—			(60		)
Sale of common shares	—		—			—		—		—		—			—			60			—			60
Issuance of 4,000,537 shares of common stock and repurchase of minority interest	—		—					4,001		10,190		—			148			—			(14,836		)	(497		)
Issuance of 250,000 warrants	—		—			—		—		277		—			—			—			—			277
Discount accretion on preferred shares	—		—			165		—		—		(165		)	—			—			—			—
Dividends on preferred shares	—		—			—		—		—		(623		)	—			—			—			(623		)
Issuance of 45,475 shares of common stock for restricted stock awards and amortization	—		—			—		45		72					—			—			—			117
Stock based compensation expense	—		—			—		—		640		—			—			—			(9		)	631
Balance, September 30, 2013	$	—	$	5,176		$	837	$	16,221	$	81,292	$	(11,469	)	$	603		$	—		$	—		$	92,660
See Notes to Unaudited Consolidated Financial Statements.

6

First Community Financial Partners, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
	Nine months ended September 30,
	2013			2012
	(in thousands)(unaudited)
Cash Flows From Operating Activities
Net income applicable to First Community Financial Partners, Inc.	$	17,405		$	678
Net income attributable to non-controlling interest	54			925
Net income before non-controlling interest	17,459			1,603
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization of securities	455			597
Provision for loan losses	3,916			5,551
Loss on sale of foreclosed assets, net	57			61
Writedown of foreclosed assets	139			659
Net amortization of deferred loan costs	(97		)	(74		)
Warrant accretion	15			—
Depreciation and amortization of premises and equipment	879			807
Realized gains on sales of available for sale securities, net	—			(17		)
Increase in cash surrender value of life insurance	(110		)	(111		)
Deferred income taxes	(14,567		)	157
Proceeds of sale of loans	7,396			6,779
Gain on sale of loans	(265		)	(339		)
Decrease in accrued interest receivable and other assets	1,238			430
(Decrease) increase in accrued interest payable and other liabilities	(790		)	804
Restricted stock compensation expense	743			245
Stock option compensation expense	5			292
Net cash provided by operating activities	16,473			17,444
Cash Flows From Investing Activities
Net change in federal funds sold	—			7,071
Net change in interest-bearing deposits in banks	124,593			(17,377		)
Activity in available for sale securities:
Purchases	(50,954		)	(36,418		)
Maturities, prepayments and calls	15,102			8,246
Sales	—			1,015
Purchases of nonmarketable equity securities	—			(9		)
Net (increase) decrease in loans	(39,754		)	19,954
Purchases of premises and equipment	(475		)	(8,194		)
Proceeds from sale of foreclosed assets	1,043			2,969
Net cash provided by (used in) investing activities	49,555			(22,743		)
Cash Flows From Financing Activities
Net (decrease) in deposits	(82,332		)	(14,098		)
Net increase in other borrowings	12,964			13,923
Proceeds from issuance of subordinated debt	15,500			—
Cash paid on cancellation of restricted shares	(497		)	—
Dividends paid on preferred shares	(623		)	(899		)
Repayment of preferred shares	(11,891		)	—
Cash received for sale of treasury stock	60			—
Net cash (used in) financing activities	(66,819		)	(1,074		)
Net change in cash and due from banks	(791		)	(6,373		)
Cash and due from banks:
Beginning	14,933			24,144
Ending	$	14,142		$	17,771

7

Supplemental Disclosures of Cash Flow Information
Cash payments for interest	$	4,836	$	6,547
Cash payments for income taxes	131		757
Supplemental Schedule of Noncash Investing and Financing Activities
Transfer of loans to foreclosed assets	2,025		3,934
Transfer of loans to held for sale	2,118		—
Issuance of warrants	277		—
Acquisition of treasury in partial settlement of loans	60		—
See Notes to Unaudited Consolidated Financial Statements.

8

Notes to Unaudited Consolidated Financial Statements

Note 1. Basis of Presentation

These are the unaudited consolidated financial statements of First Community Financial Partners, Inc. (the “Company” or “First Community”), and its subsidiaries, including its wholly owned bank subsidiary, First Community Financial Bank (the “Bank”), based in Plainfield, Illinois. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been made. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the entire fiscal year.

These unaudited interim financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and industry practice.  Certain information in footnote disclosure normally included in financial statements prepared in accordance with U.S. GAAP and industry practice has been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”).  These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s December 31, 2012 audited financial statements filed on Form 10-K.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of income and expenses during the reported periods.  Actual results could differ from those estimates.

Certain prior period amounts have been reclassified to conform to current period presentation.  These reclassifications did not result in any changes to previously reported net income or shareholders’ equity.

New Accounting Pronouncements

ASC Topic 210 “Disclosures about Offsetting Assets and Liabilities.”  New authoritative accounting guidance under ASC Topic 210, “Disclosures about Offsetting Assets and Liabilities” amended prior guidance to require an entity to disclose both gross and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The instruments and transactions would include derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. This new authoritative guidance was further amended to clarify the scope of offsetting disclosures. The Company adopted the new authoritative guidance on January 1, 2013, and it did not have an impact on the Company’s statements of operations and financial condition.

ASC Topic 220 “Comprehensive Income.”  New authoritative accounting guidance under ASC Topic 220, “Comprehensive Income” amended prior guidance to improve the reporting of reclassifications out of accumulated other comprehensive income by requiring an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount reclassified is required under U.S. GAAP. The Company adopted the new authoritative guidance on January 1, 2013, and it did not have an impact on the Company’s statements of operations and financial condition.

ASC Topic 740 “Income Taxes.” New authoritative accounting guidance under ASC Topic 740, “Income Taxes” amended prior guidance to include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The new authoritative guidance will be effective for reporting periods after January 1, 2014 and is not expected to have an impact on the Company's statements of operations and financial condition.

9

Emerging Growth Company Critical Accounting Policy Disclosure

The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to take advantage of the benefits of this extended transition period.

Note 2. Consolidation

On August 27, 2012, the Company and the Banks (as defined below) executed Agreements and Plans of Merger to effect a consolidation of banking charters. The consolidation resulted in the merger of First Community Bank of Joliet (“FCB Joliet”), First Community Bank of Plainfield (“FCB Plainfield”), First Community Bank of Homer Glen & Lockport (“FCB Homer Glen”) and Burr Ridge Bank and Trust (“Burr Ridge”, and collectively with FCB Joliet, FCB Plainfield and Homer Glen, the “Banks”) into one Illinois chartered banking institution wholly owned by the Company.

On March 12, 2013, the consolidation was completed and our financial results reflect the following:

• The issuance of 4,000,537 shares of Company common stock to the minority stockholders of FCB Plainfield, FCB Homer Glen and Burr Ridge, each of which was merged into a bank wholly owned by First Community,

• The cash payment of $508,000 to the restricted stock holders of FCB Plainfield, and

• The issuance of the $10.0 million of subordinated indebtedness referenced below in Note 7.

The consolidation was accounted for as a purchase of noncontrolling interests among entities under common control for accounting and financial reporting purposes. Accordingly, First Community’s noncontrolling interests were reclassified to shareholders’ equity and all assets and liabilities were recorded at historical cost.

The following summary pro forma results of operations for the three and nine months ended September 30, 2013 and 2012 give effect to the consolidation as if it occurred on January 1, 2012. 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, 2012.

10

	Pro Forma						Pro Forma
	Three months ended September 30,						Nine months ended September 30,
(in thousands, except share data)	2013			2012			2013			2012
Summary Results of Operations
Interest income	$	8,609		$	9,569		$	26,099		$	29,395
Interest expense	1,514			2,217			4,790			7,237
Net interest income	7,095			7,352			21,309			22,158
Provision for loan losses	1,216			1,118			3,916			5,551
Net interest income after provision for loan losses	5,879			6,234			17,393			16,607
Noninterest income	306			(134		)	1,019			543
Noninterest expense	5,079			5,288			15,204			15,730
Income before income taxes	1,106			812			3,208			1,420
Income tax (benefit) expense	(14,102		)	170			(14,068		)	513
Net income	15,208			642			17,276			907
Dividends and accretion on preferred shares	236			355			788			1,064
Net income (loss) available to common shareholders	$	14,972		$	287		$	16,488		$	(157	)
Common Share Data
Earnings
Basic	$	0.91		$	0.02		$	1.02		$	(0.01	)
Diluted	$	0.91		$	0.02		$	1.01		$	(0.01	)
Weighted average shares outstanding
Basic	16,376,683			16,229,317			16,198,676			16,027,800
Diluted	16,485,358			16,229,317			16,289,553			16,027,800

Prior to the consolidation, the Company, and the Banks had entered into an Affiliate Management Services Agreement. The Affiliate Management Services Agreement allowed for each entity to share in the costs and resources of such functions including, but not limited to, information technology, finance and accounting, human resources, risk management, and strategic development. For the three months ended September 30, 2013 and 2012, $0 and $757,000, respectively, was paid by the Banks to the Company under the terms of the agreement. For the nine months ended September 30, 2013 and 2012, $402,000 and $1.7 million, respectively, was paid by the Banks to the Company under the terms of the agreement.

Note 3. Earnings Per Share

Earnings (loss) per common share is computed using the two-class method. Basic earnings (loss) per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the applicable period. Diluted earnings per share is computed using the weighted-average number of shares determined for the basic earnings per common share computation plus the dilutive effect of stock compensation using the treasury stock method.

The following table presents a reconciliation of the number of shares used in the calculation of basic and diluted earnings (loss)

per common share (in thousands, except share data).

	Three months ended September 30,				Nine months ended September 30,
	2013		2012		2013		2012
Undistributed earnings allocated to common stock	$	15,208	$	563	$	17,405	$	678
Less: preferred stock dividends and discount accretion	236		355		788		1,064
Net income (loss) allocated to common stock	$	14,972	$	208	$	16,617	$	(386	)
Weighted average shares outstanding for basic earnings per common share	16,198,676		12,184,846		15,143,166		12,041,891
Dilutive effect of stock-based compensation	120,615		141,421		108,675		—
Weighted average shares outstanding for diluted earnings per common share	16,319,291		12,326,267		15,251,841		12,041,891
Basic income (loss) per common share	$	0.92	$	0.02	$	1.10	$	(0.03	)
Diluted income (loss) per common share	0.92		0.02		1.09		(0.03		)

Note 4. Securities Available for Sale

The amortized cost and fair value of securities available for sale, with gross unrealized gains and losses, follows (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
September 30, 2013
Government sponsored enterprises	$	23,386	$	161	$	—	$	23,547
Residential collateralized mortgage obligations	24,712		186		153		24,745
Residential mortgage backed securities	29,014		246		56		29,204
Corporate securities	27,440		133		97		27,476
State and political subdivisions	37,604		728		160		38,172
	$	142,156	$	1,454	$	466	$	143,144
December 31, 2012
U.S. government federal agency	$	1,001	$	1	—		$	1,002
Government sponsored enterprises	25,544		246		—		25,790
Residential collateralized mortgage obligations	20,018		326		—		20,344
Residential mortgage backed securities	7,486		230		—		7,716
Corporate securities	12,520		204		3		12,721
State and political subdivisions	40,190		1,260		62		41,388
	$	106,759	$	2,267	$	65	$	108,961

Securities with a fair value of $47.7 million and $47.1 million were pledged as collateral on public funds, securities sold under agreements to repurchase and for other purposes as required or permitted by law as of September 30, 2013 and December 31, 2012, respectively.

The amortized cost and fair value of debt securities available for sale as of September 30, 2013, by contractual maturity are shown below (in thousands). Maturities may differ from contractual maturities in residential collateralized mortgage obligations and residential mortgage backed securities because the mortgages underlying the securities may be called or repaid without any penalties. Therefore, these securities are segregated in the following maturity summary:

11

	Amortized		Fair
	Cost		Value
Within 1 year	$	21,785	$	21,848
Over 1 year through 5 years	55,854		56,454
5 years through 10 years	7,340		7,266
Over 10 years	3,451		3,627
Residential collateralized mortgage obligations and mortgage backed securities	53,726		53,949
	$	142,156	$	143,144

There were no gross realized gains or losses on the sales of securities during the three and nine months ended September 30, 2013 and 2012.

There were no securities with material unrealized losses existing longer than 12 months, and no securities with unrealized losses which management believes were other-than-temporarily impaired, at September 30, 2013 and December 31, 2012.

The unrealized losses in the portfolio at September 30, 2013, resulted from fluctuations in market interest rates and not from deterioration in the creditworthiness of the issuers. Because the Company does not intend to sell and does not believe it will be required to sell these securities until market price recovery or maturity, these investment securities are not considered to be other-than-temporarily impaired.

12

Note 5. Loans

A summary of the balances of loans follows (in thousands):

	September 30, 2013			December 31, 2012
Construction and Land Development	$	21,694		$	30,494
Farmland and Agricultural Production	8,656			7,211
Residential 1-4 Family	80,208			77,567
Commercial Real Estate	383,320			366,901
Commercial	155,116			140,895
Consumer and other	10,362			14,361
	659,356			637,429
Net deferred loan (fees) costs	(316		)	(315		)
Allowance for loan losses	(20,203		)	(22,878		)
	$	638,837		$	614,236

The following table presents the contractual aging of the recorded investment in past due and nonaccrual loans by class of loans as of September 30, 2013 and December 31, 2012 (in thousands):

September 30, 2013	Current		30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due and Still Accruing	Total Accruing Loans		Nonaccrual Loans		Total Loans
Construction and Land Development	$	21,112	$	—	$	—	—	$	21,112	$	582	$	21,694
Farmland and Agricultural Production	8,656		—		—		—	8,656		—		8,656
Residential 1-4 Family	77,871		146		2		—	78,019		2,189		80,208
Commercial Real Estate
Multifamily	23,002		—		—		—	23,002		—		23,002
Retail	102,830		—		4,125		—	106,955		—		106,955
Office	39,639		—		—		—	39,639		3,247		42,886
Industrial and Warehouse	55,029		—		—		—	55,029		—		55,029
Health Care	36,248		—		—		—	36,248		—		36,248
Other	112,705		25		293		—	113,023		6,177		119,200
Commercial	146,505		206		327		50	147,088		8,028		155,116
Consumer and other	10,294		22		16		—	10,332		30		10,362
Total	$	633,891	$	399	$	4,763	50	$	639,103	$	20,253	$	659,356

December 31, 2012	Current		30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due and Still Accruing		Total Accruing Loans		Nonaccrual Loans		Total Loans
Construction and Land Development	$	27,097	$	—	$	—	$	—	$	27,097	$	3,397	$	30,494
Farmland and Agricultural Production	7,211		—		—		—		7,211		—		7,211
Residential 1-4 Family	74,834		352		68		—		75,254		2,313		77,567
Commercial Real Estate									—				—
Multifamily	17,632		—		—		—		17,632		—		17,632
Retail	100,646		—		—		—		100,646		2,000		102,646
Office	45,602		—		—		—		45,602		4,309		49,911
Industrial and Warehouse	47,941		—		—		—		47,941		2,621		50,562
Health Care	22,215		—		—		—		22,215		—		22,215
Other	112,270		299		2,024		—		114,593		9,342		123,935
Commercial	136,636		1,062		—		—		137,698		3,197		140,895
Consumer and other	13,577		18		4		—		13,599		762		14,361
Total	$	605,661	$	1,731	$	2,096	$	—	$	609,488	$	27,941	$	637,429

13

As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt and comply with various terms of their loan agreements. The Company considers current financial information, historical payment experience, credit documentation, public information and current economic trends. Generally, all sizable credits receive a financial review no less than annually to monitor and adjust, if necessary, the credit’s risk profile. Credits classified as watch generally receive a review more frequently than annually. For special mention, substandard, and doubtful credit classifications, the frequency of review is increased to no less than quarterly in order to determine potential impact on credit loss estimates.

The Company categorizes loans into the following risk categories based on relevant information about the ability of borrowers to service their debt:

Pass - A pass asset is well protected by the current worth and paying capacity of the borrower (or guarantors, if any) or by the fair value, less cost to acquire and sell, of any underlying collateral in a timely manner. Pass assets also include certain assets considered watch, which are still protected by the worth and paying capacity of the borrower but deserve closer attention and a higher level of credit monitoring.

Special Mention - A special mention asset, or risk rating of 5, has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date. Special mention assets are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.

Substandard - A substandard asset, or risk rating of 6 or 7, is an asset with a well-defined weakness that jeopardizes repayment, in whole or in part, of the debt. These credits are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged. These assets are characterized by the distinct possibility that the Company will or has sustained some loss of principal and/or interest if the deficiencies are not corrected.

Doubtful - An asset that has all the weaknesses, or risk rating of 8, inherent in the substandard classification, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. These credits have a high probability for loss, yet because certain important and reasonably specific pending factors may work toward the strengthening of the asset, its classification of loss is deferred until its more exact status can be determined.

Loss - An asset, or portion thereof, classified as loss, or risk rated 9, is considered uncollectible and of such little value that its continuance as a bankable asset is not warranted. This classification does not necessarily mean that an asset has no recovery or salvage value but that it is not practical or desirable to defer writing off this basically worthless asset even though a partial recovery may occur in the future. Therefore, there is no balance to report at September 30, 2013 and December 31, 2012.

Residential 1-4 family, consumer and other loans are assessed for credit quality based on the contractual aging status of the loan and payment activity. In certain cases, based upon payment performance, the loan being related with another commercial type loan or for other reasons, a loan may be categorized into one of the risk categories noted above. Such assessment is completed at the end of each reporting period.

The following tables present the risk category of loans evaluated by internal asset classification based on the most recent analysis performed and the contractual aging as of September 30, 2013 and December 31, 2012 (in thousands):

14

September 30, 2013	Pass		Special Mention		Substandard		Doubtful		Total
Construction and Land Development	$	10,283	$	6,304	$	5,076	$	31	$	21,694
Farmland and Agricultural Production	8,656		—		—		—		8,656
Commercial Real Estate
Multifamily	22,194		808		—		—		23,002
Retail	85,438		15,511		6,006		—		106,955
Office	34,675		1,444		4,629		2,138		42,886
Industrial and Warehouse	54,378		651		—		—		55,029
Health Care	34,920		1,328		—		—		36,248
Other	109,528		2,241		3,965		3,466		119,200
Commercial	140,332		6,454		3,545		4,785		155,116
Total	$	500,404	$	34,741	$	23,221	$	10,420	$	568,786

September 30, 2013	Performing		Non-performing		Total
Residential 1-4 Family	$	78,036	$	2,172	$	80,208
Consumer and other	10,332		30		10,362
Total	$	88,368	$	2,202	$	90,570

December 31, 2012	Pass		Special Mention		Substandard		Doubtful	Total
Construction and Land Development	$	12,556	$	14,541	$	2,227	1,170	$	30,494
Farmland and Agricultural Production	7,211		—		—		—	7,211
Commercial Real Estate
Multifamily	16,904		728		—		—	17,632
Retail	78,065		16,463		8,118		—	102,646
Office	39,553		6,049		2,844		1,465	49,911
Industrial and Warehouse	41,795		6,146		—		2,621	50,562
Health Care	20,875		1,340		—		—	22,215
Other	106,202		6,923		5,712		5,098	123,935
Commercial	123,848		7,556		9,376		115	140,895
Total	$	447,009	$	59,746	$	28,277	10,469	$	545,501

December 31, 2012	Performing		Non-performing		Total
Residential 1-4 Family	$	75,254	$	2,313	$	77,567
Consumer and other	13,599		762		14,361
Total	$	88,853	$	3,075	$	91,928

Non-performing loans include those on nonaccrual status and those past due 90 days or more and still on accrual.

The following table provides additional detail of the activity in the allowance for loan losses, by portfolio segment, for the three months ended September 30, 2013 and 2012 (in thousands):

15

September 30, 2013	Construction and Land Development			Farmland and Agricultural Production			Residential 1-4 Family			Commercial Real Estate			Commercial			Consumer and other			Unallocated		Total
Allowance for loan losses:
Beginning balance	$	2,729		$	379		$	2,024		$	11,842		$	3,529		$	131		$	—	$	20,634
Provision for loan losses	(511		)	59			(232		)	875			1,003			22			—		1,216
Loans charged-off	(7		)	—			(142		)	(1,414		)	(742		)	(11		)	—		(2,316		)
Recoveries of loans previously charged-off	548			—			9			71			41			—			—		669
Ending balance	$	2,759		$	438		$	1,659		$	11,374		$	3,831		$	142		$	—	$	20,203
September 30, 2012
Allowance for loan losses:
Beginning balance	$	6,352		$	771		$	2,427		$	12,688		$	3,824		$	229		$	—	$	26,291
Provision for loan losses	61			(157		)	551			883			(245		)	25					1,118
Loans charged-off	(960		)	—			(27		)	(1,226		)	(287		)	—			—		(2,500		)
Recoveries of loans previously charged-off	21			—			55			200			305			1			—		582
Ending balance	$	5,474		$	614		$	3,006		$	12,545		$	3,597		$	255		$	—	$	25,491

The following table provides additional detail of the activity in the allowance for loan losses, by portfolio segment, for the nine months endedSeptember 30, 2013 and 2012 (in thousands):

September 30, 2013	Construction and Land Development			Farmland and Agricultural Production			Residential 1-4 Family			Commercial Real Estate			Commercial			Consumer and other			Unallocated			Total
Allowance for loan losses:
Beginning balance	$	4,755		$	472		$	2,562		$	11,864		$	3,075		$	150		$	—		$	22,878
Provision for loan losses	(2,128		)	(34		)	(408		)	2,095			3,803			588			—			3,916
Loans charged-off	(1,295		)	—			(553		)	(2,811		)	(3,218		)	(604		)	—			(8,481		)
Recoveries of loans previously charged-off	1,427			—			58			226			171			8			—			1,890
Ending balance	$	2,759		$	438		$	1,659		$	11,374		$	3,831		$	142		$	—		$	20,203
September 30, 2012
Allowance for loan losses:
Beginning balance	$	6,252		$	1,595		$	2,408		$	11,438		$	4,337		$	280		$	681		$	26,991
Provision for loan losses	341			372			1,341			4,143			65			(30		)	(681		)	5,551
Loans charged-off	(1,693		)	(1,353		)	(816		)	(3,536		)	(1,285		)	—			—			(8,683		)
Recoveries of loans previously charged-off	574			—			73			500			480			5			—			1,632
Ending balance	$	5,474		$	614		$	3,006		$	12,545		$	3,597		$	255		$	—		$	25,491

The following table presents the balance in the allowance for loan losses and the unpaid principal balance of loans by portfolio segment and based on impairment method as of September 30, 2013 and December 31, 2012 (in thousands):

16

September 30, 2013	Construction and Land Development		Farmland and Agricultural Production		Residential 1-4 Family		Commercial Real Estate		Commercial		Consumer and other		Total
Period-ended amount allocated to:
Individually evaluated for impairment	$	—	$	—	$	45	$	179	$	1,044	$	—	$	1,268
Collectively evaluated for impairment	2,759		438		1,614		11,195		2,787		142		18,935
Ending balance	$	2,759	$	438	$	1,659	$	11,374	$	3,831	$	142	$	20,203
Loans:
Individually evaluated for impairment	$	603	$	—	$	4,065	$	14,169	$	10,646	$	30	$	29,513
Collectively evaluated for impairment	21,091		8,656		76,143		369,151		144,470		10,332		629,843
Ending balance	$	21,694	$	8,656	$	80,208	$	383,320	$	155,116	$	10,362	$	659,356
December 31, 2012
Period-ended amount allocated to:
Individually evaluated for impairment	$	1,173	—		$	45	$	10	$	59	$	—	$	1,287
Collectively evaluated for impairment	3,582		472		2,517		11,854		3,016		150		21,591
Ending balance	$	4,755	$	472	$	2,562	$	11,864	$	3,075	$	150	$	22,878
Loans:
Individually evaluated for impairment	$	3,398	—		$	5,770	$	24,280	$	5,983	$	762	$	40,193
Collectively evaluated for impairment	27,096		7,211		71,797		342,621		134,912		13,599		597,236
Ending balance	$	30,494	$	7,211	$	77,567	$	366,901	$	140,895	$	14,361	$	637,429

17

The following tables present additional detail of impaired loans, segregated by class, as of and for the three and nine months ended September 30, 2013 and year ended December 31, 2012 (in thousands). The unpaid principal balance represents the recorded balance prior to any partial charge-offs. The recorded investment represents customer balances net of any partial charge-offs recognized on the loans. The interest income recognized column represents all interest income reported after the loan became impaired.

September 30, 2013
							Three Months Ended				Nine Months Ended
	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Construction and Land Development	$	1,189	$	603	$	—	$	865	$	1	$	1,534	$	7
Farmland and Agricultural Production	—		—		—		—		—		—		—
Residential 1-4 Family	4,127		3,381		—		3,529		16		4,060		46
Commercial Real Estate
Multifamily	91		91		—		122		1		61		3
Retail	—		—		—		880		—		1,365		—
Office	3,785		3,247		—		3,168		—		3,435		—
Industrial and Warehouse	2,497		2,497		—		2,505		26		3,814		253
Health Care	—		—		—		—				—		—
Other	10,374		6,468		—		7,987		18		9,906		52
Commercial	9,593		7,297		—		8,765		44		8,437		117
Consumer and other	187		30		—		125		—		389		—
With an allowance recorded:
Construction and Land Development	—		—		—		—		—		239		—
Farmland and Agricultural Production	—		—		—		—		—		—		—
Residential 1-4 Family	684		684		45		1,458		—		1,364		—
Commercial Real Estate
Multifamily	—		—		—		—		—		—		—
Retail	—		—		—		—		—		—		—
Office	—		—		—		—		—		—		—
Industrial and Warehouse	—		—		—		—		—		—		—
Health Care	—		—		—		—		—		—		—
Other	1,866		1,866		179		2,516		—		1,763		30
Commercial	3,516		3,349		1,044		2,324		—		1,751		—
Consumer and other	—		—		—		—		—		—		—
Total	$	37,909	$	29,513	$	1,268	$	34,244	$	106	$	38,118	$	508

18

December 31, 2012
	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Construction and Land Development	$	7,979	$	2,201	$	—	$	2,015	$	—
Farmland and Agricultural Production	—		—		—		—		—
Residential 1-4 Family	3,773		3,324		—		3,531		65
Commercial Real Estate
Multifamily	—		—		—		—		—
Retail	3,404		2,000		—		5,241		23
Office	5,354		4,309		—		2,768		—
Industrial and Warehouse	6,384		5,166		—		1,919		15
Health Care	—		—		—		—		—
Other	15,767		11,537		—		4,172		—
Commercial	6,003		5,924		—		5,966		340
Consumer and other	762		762		—		387		—
With an allowance recorded:
Construction and Land Development	1,244		1,197		1,173		3,009		—
Farmland and Agricultural Production	—		—		—		338		—
Residential 1-4 Family	2,625		2,446		45		2,484		91
Commercial Real Estate
Multifamily	—		—		—		—		—
Retail	—		—		—		1,519		—
Office	—		—		—		1,739		—
Industrial and Warehouse	—		—		—		736		—
Health Care	—		—		—		—		—
Other	1,268		1,268		10		3,902		52
Commercial	59		59		59		1,335		—
Consumer and other	—		—		—		31		—
Total	$	54,622	$	40,193	$	1,287	$	41,092	$	586

There were no troubled debt restructurings during the three months ended September 30, 2013. The following tables presents troubled debt restructurings during the three months ended September 30, 2012 and nine months ended September 30, 2013 and 2012 (in thousands, except number of contracts):

Three months ended September 30, 2012	Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Charge-offs and Specific Reserves
Construction and Land Development	1	$	1,092	$	653	$	548
Farmland and Agricultural Production	—	—		—		—
Residential 1-4 Family	2	76		126		—
Commercial Real Estate
Multifamily	—	—		—		—
Retail	—	—		—		—
Office	—	—		—		—
Industrial and Warehouse	—	—		—		—
Health Care	—	—		—		—
Other	1	1,038		1,038		—
Commercial	1	749		250		199
Consumer and other	—	—		—		—
	5	$	2,955	$	2,067	$	747

19

Nine months ended September 30, 2013	Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Charge-offs and Specific Reserves
Construction and Land Development	—	$	—	$	—	$	—
Farmland and Agricultural Production	—	—		—		—
Residential 1-4 Family	1	211		211		—
Commercial Real Estate
Multifamily	—	—		—		—
Retail	—	—		—		—
Office	—	—		—		—
Industrial and Warehouse	1	2,567		2,567		—
Health Care	—	—		—		—
Other	—	—		—		—
Commercial	—	—		—		—
Consumer and other	—	—		—		—
	2	$	2,778	$	2,778	$	—
Nine months ended September 30, 2012
Construction and Land Development	1	$	1,092	$	653	$	548
Farmland and Agricultural Production	—	—		—		—
Residential 1-4 Family	12	3,983		4,033		—
Commercial Real Estate						—
Multifamily	—	—		—		—
Retail	1	1,468		1,453		19
Office	—	—		—		—
Industrial and Warehouse	—	—		—		—
Health Care	—	—		—		—
Other	8	3,519		5,850		11
Commercial	2	3,232		2,733		199
Consumer and other	—	—		—		—
	24	$	13,294	$	14,722	$	777

20

The following tables present troubled debt restructurings during the nine months ended September 30, 2013 and the three and nine months ended September 30, 2012, by class and type of modification (in thousands):

	Nine months ended September 30, 2013
			Interest Rate Reduction
	Payment of Real Estate Taxes		To Below Market Rate		To Interest Only		Payment Concession		Debt Concession		Total
Construction and Land Development	$	—	$	—	$	—	$	—	$	—	$	—
Farmland and Agricultural Production	—		—		—		—		—		—
Residential 1-4 Family	—		—		211		—		—		211
Commercial Real Estate	—		—		2,567		—		—		2,567
Commercial	—		—		—		—		—		—
Consumer and other	—		—		—		—		—		—
	$	—	$	—	$	2,778	$	—	$	—	$	2,778

	Three months ended September 30, 2012
			Interest Rate Reduction
	Payment of Real Estate Taxes		To Below Market Rate		To Interest Only		Payment Concession		Debt Concession		Total
Construction and Land Development	$	1,092	$	—	$	—	$	—	$	—	$	1,092
Farmland and Agricultural Production	—		—		—		—		—		—
Residential 1-4 Family	—		—		—		—		76		76
Commercial Real Estate	—		—		—		—		1,038		1,038
Commercial	—		—		—		—		749		749
Consumer and other	—		—		—		—		—		—
	$	1,092	$	—	$	—	$	—	$	1,863	$	2,955

	Nine months ended September 30, 2012
			Interest Rate Reduction
	Payment of Real Estate Taxes		To Below Market Rate		To Interest Only		Payment Concession		Debt Concession		Total
Construction and Land Development	$	1,092	$	—	$	—	$	—	$	—	$	1,092
Farmland and Agricultural Production	—		—		—		—		—		—
Residential 1-4 Family	—		2,271		—		—		1,712		3,983
Commercial Real Estate	246		3,703		—		—		1,038		4,987
Commercial	—		—		2,341		142		749		3,232
Consumer and other	—		—		—		—		—		—
	$	1,338	$	5,974	$	2,341	$	142	$	3,499	$	13,294

Troubled debt restructurings that were accruing were $9.3 million and $12.8 million, respectively, as of September 30, 2013 and December 31, 2012. Troubled debt restructurings that were non-accruing were $9.0 million and $19.8 million, respectively, as of September 30, 2013 and December 31, 2012. Of the troubled debt restructurings entered into during the past twelve months, none subsequently defaulted during the nine months ended September 30, 2013. Performing troubled debt restructurings are considered to have defaulted when they become 90 days or more past due post restructuring or are placed on non-accrual status.

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The following presents a rollfoward activity of troubled debt restructurings (in thousands except number of loans):

	Nine months ended
	September 30, 2013
	Recorded Investment			Number of Loans
Balance, beginning	$	32,594		49
Additions to troubled debt restructurings	2,778			2
Removal of troubled debt restructurings	—			—
Charge-off related to troubled debt restructurings	(1,463		)	—
Transfers to other real estate owned	(2,230		)	(3	)
Repayments and other reductions	(13,422		)	(11	)
Balance, ending	$	18,257		37

Restructured loans are evaluated for impairment at each reporting date as part of the Company’s determination of the allowance for loan losses.

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Note 6. Deposits

The composition of interest-bearing deposits is as follows (in thousands):

	September 30, 2013		December 31, 2012
NOW and money market accounts	$	207,631	$	244,441
Savings	24,195		25,411
Time deposit certificates, $100,000 or more	226,507		254,268
Other time deposit certificates	125,310		142,426
	$	583,643	$	666,546

At September 30, 2013 and December 31, 2012, brokered deposits amounted to $4.6 million and $16.6 million, respectively, which are included in other time deposit certificates.

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 non-cumulative 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.

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Note 8. Other Borrowed Funds

The composition of other borrowed funds is as follows (in thousands):

	September 30, 2013		December 31, 2012
Securities sold under agreements to repurchase	$	30,444	$	24,842
Federal Home Loan Bank Advances
Maturity dates, fixed interest rate
October 16, 2013, 0.15%	5,000		—
Federal funds purchased	2,500		—
Mortgage note payable	715		853
	$	38,659	$	25,695

Securities sold under agreements to repurchase are agreements in which the Bank acquires funds by selling securities to another party under a simultaneous agreement to repurchase the same securities at a specified price and date.  These agreements represent a demand deposit account product to clients that sweep their balances in excess of an agreed upon target amount into overnight repurchase agreements.

In conjunction with the purchase of a building in Burr Ridge, Illinois, a $1.0 million mortgage note was signed on February 28, 2012. The terms of the note require monthly payments at a fixed rate of 6% amortized over a period of 5 years.

At September 30, 2013, future principal payments are as follows (in thousands):

2013	$	48
2014	197
2015	210
2016	222
2017	38
	$	715

A collateral pledge agreement exists whereby at all times, the Bank must keep on hand, free of all other pledges, liens, and encumbrances, first mortgage loans and home equity loans with unpaid principal balances aggregating no less than 133% for first mortgage loans and 200% for home equity loans of the outstanding secured advances from the Federal Home Loan Bank of Chicago (“FHLB”).  The Bank had $74.5 million and $31.0 million of loans pledged as collateral for FHLB advances as of September 30, 2013 and December 31, 2012, respectively.  There were $5.0 million and $0 in advances outstanding at September 30, 2013 and December 31, 2012.

The Bank has entered into collateral pledge agreements whereby the Bank pledges commercial, commercial real estate, agricultural and consumer loans to the Federal Reserve Bank of Chicago Discount Window which allows the Bank to borrow on a short term basis, typically overnight.  The Bank had $326.5 million and $198.0 million of loans pledged as collateral under these agreements as of September 30, 2013 and December 31, 2012, respectively. There were no borrowings outstanding at September 30, 2013 and December 31, 2012.

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Note 9. Income Taxes

Income tax (benefit) expense recognized is as follows (in thousands):

	Nine months ended September 30,
	2013			2012
Current	$	496		$	429
Deferred	1,035			(157		)
Change in valuation allowance	(15,599		)	241
	$	(14,068	)	$	513

The table below presents a reconciliation of the amount of income taxes determined by applying the U.S. federal income tax rate to pretax income (in thousands):

	Nine months ended September 30,
	2013			2012
Federal income tax at statutory rate	$	1,187		$	741
Increase (decrease) due to:
Valuation allowance	(15,599		)	241
State income tax, net of federal benefit	213			133
Benefit of income taxed at lower rate	(34		)	(21		)
Tax exempt income	(161		)	(171		)
Cash surrender value of life insurance	(37		)	(38		)
Other	363			(372		)
	$	(14,068	)	$	513

Deferred tax assets and liabilities consist of (in thousands):

	September 30, 2013			December 31, 2012
Deferred tax assets:
Allowance for loan losses	$	7,046		$	8,123
Organization expenses	298			320
Net operating losses	8,045			8,201
Contribution carryforward	25			14
Non-qualified stock options	874			860
Restricted stock	123			86
Foreclosed assets	628			572
Other	321			110
	17,360			18,286
Deferred tax liabilities:
Depreciation	(344		)	(230		)
Unrealized gains on securities available for sale	(388		)	(859		)
Prepaid expenses	(21		)	(32		)
Other	(4		)	—
	(757		)	(1,121		)
Valuation allowance	—			(15,599		)
Net deferred tax asset	$	16,603		$	1,566

Under U.S. GAAP, a valuation allowance against a net deferred tax asset is required to be recognized if it is more-likely-than-not that a deferred tax asset will not be realized. The determination of the realizability of the deferred tax asset is highly subjective and dependent upon judgment concerning management’s evaluation of both positive and negative evidence, forecasts of future income, applicable tax planning strategies and assessments of current and future economic and business conditions.

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Prior to the merger of its four bank charters in 2013, the Company determined a valuation allowance was necessary for two of those bank charters as of December 31, 2012, largely based on negative evidence including cumulative losses caused by credit losses in its loan portfolio and general uncertainty surrounding future economic and business conditions.

The Company evaluates the need for a deferred tax asset valuation allowance on an ongoing basis, considering both positive and negative evidence. As of September 30, 2013, positive evidence included seven consecutive quarters of income, continued improvement in asset quality ratios, termination of our Memoranda of Understanding with our banking regulators, completion of our consolidation in March 2013 and the prospect that other key drivers of profitability will continue into the future. Negative evidence included no available taxes paid in open carryback years, no significant tax planning opportunties to accelerate taxable income and that 2013 will be the first year of taxable income since 2007. Based on the Company’s assessment of all available evidence, management determined that it was more-likely-than-not that the deferred tax asset would be realized. Therefore, at September 30, 2013, the Company released its $15.6 million valuation allowance against the net deferred tax assets resulting in a credit to income tax (benefit) expense.

The Company has a federal net operating loss carryforward of $19.5 million and $19.9 million can be used to offset future regular corporate federal income tax as of September 30, 2013 and December 31, 2012, respectively. This net operating loss carryforward expires between the year ended December 31, 2028 and December 31, 2032. The Company has an Illinois net operating loss carryforward of $22.6 million and $22.8 million that can be used to offset future regular corporate state income tax as of September 30, 2013 and December 31, 2012 , respectively. These Illinois net operating loss carryforwards will expire between the December 31, 2023 and December 31, 2025, fiscal tax years.

Note 10. Stock Compensation Plans

The Company maintains the First Community Financial Partners, Inc. Amended and Restated 2008 Equity Incentive Plan (the “2008 Equity Incentive Plan”), which assumed and incorporated all outstanding awards under previously adopted Company equity incentive plans. The 2008 Equity Incentive Plan allows for the granting of awards including stock options, restricted stock, restricted stock units, stock appreciation rights, stock awards and cash incentive awards. This plan was amended in December 2011 to increase the number of shares authorized for delivery by 1,000,000 shares. As a result, under the 2008 Equity Incentive Plan, 2,430,000 shares of Company common stock have been reserved for the granting of awards.

FCB Plainfield and FCB Homer Glen each adopted their own stock incentive plans in January 2009, and Burr Ridge adopted a stock incentive plan in October 2009 (collectively, the “Stock Incentive Plans”). The Stock Incentive Plans allowed for the granting of stock options. Under each of the FCB Plainfield and FCB Homer Glen plans, 225,000 shares of the adopting entity’s common stock were reserved for the granting of awards. Under the Burr Ridge plan, 470,000 shares of Burr Ridge common stock were reserved for the granting of awards.

As of the date of the consolidation, the Stock Incentive Plans and all outstanding awards thereunder were canceled, at which time all option holders were granted Company restricted stock units under the Equity Incentive Plan as replacement awards. The fair value of the stock options at the date of the merger agreements was used to determine the number of restricted stock units granted in order to equalize the fair value of the awards before and after the consolidation. As a result, there were no incremental compensation costs recognized.

Under the 2008 Equity Incentive Plan, options are to be granted at the fair value of the stock at the date of the grant and generally vest at 33-1/3% as of the first anniversary of the grant date and an additional 33-1/3% as of each successive anniversary of the grant date. Options must be exercised within 10 years after the date of grant.

On August 15, 2013, the Company adopted the First Community Financial Partners 2013 Equity Incentive Plan (“the 2013 Equity Incentive Plan”). The 2013 Equity Incentive Plan allows for the granting of awards including stock options, restricted stock, restricted stock units, stock appreciation rights, stock awards and cash incentive awards. Under this plan, 100,000 shares of Company common stock have been reserved for the granting of awards.

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The following table summarizes data concerning stock options (aggregate intrinsic value in thousands):

	September 30, 2013
	Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at beginning of year	1,870,487		$	7.83	$	681
Granted	—		—
Exercised	—		—
Canceled	(736,583	)	9.12
Expired	—		—
Forfeited	(37,200	)	6.68
Outstanding at end of period	1,096,704		$	7.00	$	—
Exercisable at end of period	1,096,704		$	7.00	$	—

The aggregate intrinsic value of a stock option in the table above represents the total pre-tax amount by which the current market value of the underlying stock exceeds the price of the option that would have been received by the option holders had all option holders exercised their options on September 30, 2013. The intrinsic value will change when the market value of the Company’s stock changes. The fair value (present value of the estimated future benefit to the option holder) of each option grant is estimated on the date of grant using the Black-Scholes option pricing model.

The Company recognized $5,000 in compensation expense related to the options for the nine months ended September 30, 2013. At September 30, 2013, there was no further compensation expense to be recognized related to outstanding stock options.

Information pertaining to options outstanding at September 30, 2013, is as follows:

	Options Outstanding		Options Exercisable
Exercise Prices	Number Outstanding	Weighted Average Remaining Life (yrs)	Number Exercisable
First Community Financial Partners, Inc.
$5.00	366,376	0.8	366,376
$5.53	6,400	1.5	6,400
$6.25	31,400	4.4	31,400
$6.38	10,000	2.6	10,000
$7.50	435,800	3.8	435,800
$8.00	4,000	6.0	4,000
$9.25	242,728	4.6	242,728
	1,096,704		1,096,704

Information pertaining to non-vested options at September 30, 2013, is as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding at beginning of year	270,314		$	1.84
Granted	—		—
Vested	(5,394	)	1.76
Canceled	(264,920	)	1.84
Forfeited	—		—
Non-vested shares, end of period	—		$	—

The Company also grants restricted stock units to select officers and directors within the organization under the 2008 and 2013 Equity Incentive Plans, which entitle the holder to receive shares of Company common stock in the future, subject to certain terms, conditions and restrictions. Holders of restricted stock units are also entitled to receive additional units equal in value to

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any dividends paid with respect to the restricted stock units during the vesting period. Compensation expense for the restricted stock units equals the market price of the related stock at the date of grant and is amortized on a straight-line basis over the vesting period.

In 2012, FCB Plainfield granted 57,850 restricted stock units under its 2012 Equity Incentive Plan with a weighted-average grant-date per share fair value of $7.03, with vesting over a three-year period. In 2013, as a part of the consolidation, 408,262 restricted stock units were granted under the 2008 Equity Incentive Plan with a weighted-average grant-date per share fair value of $3.97, and with vesting over a two-year period, as replacement awards for the stock options which were canceled at the consolidation date. In addition, all restricted stock units granted as a part of the canceled FCB Plainfield 2012 Equity Incentive Plan were fully vested and canceled at the date of consolidation and all holders were paid out in an equivalent amount of cash.

The Company recognized compensation expense of $754,000 and $245,000, respectively, for the nine months ended September 30, 2013 and 2012, related to the 2008 and 2013 Equity Incentive Plans, which included $385,000 in expense related to the canceled FCB Plainfield awards. Total unrecognized compensation expense related to restricted stock grants was $419,000 as of September 30, 2013.

The following is a summary of nonvested restricted stock units:

	September 30, 2013
	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding at beginning of year	301,701		$	1.50
Granted	468,737		3.82
Vested	(45,475	)	2.58
Canceled	(55,700	)	7.03
Forfeited	—		—
Non-vested shares, end of period	669,263		$	3.05

Note 11. Concentrations, Commitments and Contingencies

Concentrations of credit risk: In addition to financial instruments with off-balance-sheet risk, the Company, to a certain extent, is exposed to varying risks associated with concentrations of credit. Concentrations of credit risk generally exist if a number of borrowers are engaged in similar activities and have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by economic or other conditions.

The Company conducts substantially all of its lending activities in Will, Grundy, DuPage, Cook and Kane counties in Illinois and their surrounding communities. Loans granted to businesses are primarily secured by business assets, investment real estate, owner-occupied real estate or personal assets of commercial borrowers. Loans to individuals are primarily secured by personal residences or other personal assets. Since the Company’s borrowers and its loan collateral have geographic concentration in its primary market area, the Company could have exposure to declines in the local economy and real estate market. However, management believes that the diversity of its customer base and local economy, its knowledge of the local market, and its proximity to customers limits the risk of exposure to adverse economic conditions.

Credit related financial instruments: The Company is party to credit related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.

The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance-sheet instruments.

A summary of the Company’s commitments is as follows (in thousands):

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	September 30, 2013		December 31, 2012
Commitments to extend credit	$	110,811	$	90,368
Standby letters of credit	17,305		12,600
	$	128,116	$	102,968

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company, is based on management’s credit evaluation of the party.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements and, generally, have terms of one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds collateral, which may include accounts receivable, inventory, property and equipment, income producing properties, supporting those commitments if deemed necessary. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount shown in the summary above. If the commitment were funded, the Company would be entitled to seek recovery from the customer. At September 30, 2013 and December 31, 2012, there was $270,000 and $300,000, respectively, recorded as liabilities for the Company’s potential obligations under these guarantees.

Contingencies:In the normal course of business, the Company is involved in various legal proceedings. In the opinion of management, any liability resulting from such pending proceedings would not be expected to have a material adverse effect on the Company’s consolidated financial statements.

Note 12. Capital and Regulatory Matters

Provisions of the Illinois banking laws place restrictions upon the amount of dividends that can be paid to the Company by the Bank. The availability of dividends may be further limited because of the need to maintain capital ratios satisfactory to applicable regulatory agencies.

The Company and Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and Bank’s financial results and condition. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies. In addition, the Bank remains subject to certain of the de novo bank requirements of the Federal Deposit Insurance Corporation (“FDIC”) until the Bank has been chartered for a period longer than seven years. Until October 28, 2015, the Bank is required, among other items, to obtain FDIC approval for any material change to its business plan.

On March 21, 2012, FCB Joliet entered into a Memorandum of Understanding with the FDIC and the Illinois Department of Financial and Professional Regulation (the “IDFPR”). This memorandum is not a “written agreement” for purposes of Section 8 of the Federal Deposit Insurance Act. The memorandum documents an understanding among FCB Joliet, the FDIC and the IDFPR, that, among other things, FCB Joliet will have and maintain its Tier 1 capital ratio at a minimum of 8% for the duration of the memorandum, and will maintain its ratio of total capital to risk-weighted assets at a minimum of 12% for the duration of the memorandum.

On April 18, 2012, FCB Homer Glen entered into a Memorandum of Understanding with the FDIC and the IDFPR. This memorandum is not a “written agreement” for purposes of Section 8 of the Federal Deposit Insurance Act. The memorandum documents an understanding among FCB Homer Glen, the FDIC and the IDFPR, that, among other things, FCB Homer Glen will have and maintain its Tier 1 capital ratio at a minimum of 8.5% for the duration of the memorandum, and will maintain its ratio of total capital to risk-weighted assets at a minimum of 12.5% for the duration of the memorandum.

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As part of its approval of the consolidation, the FDIC had required that the Bank remain subject to these informal regulatory actions instituted at FCB Joliet and FCB Homer Glen for the duration of the memoranda.

Effective August 12, 2013, the Memoranda of Understanding that each of FCB Joliet and FCB Homer Glen had entered into with the FDIC and the IDFPR were terminated.

In addition, First Community is required to obtain prior written approval from the Federal Reserve Bank of Chicago (the “Federal Reserve”) prior to the declaration or payment of dividends by First Community, any increase in indebtedness of First Community or the redemption of First Community stock.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier I capital to risk-weighted assets and of Tier I capital to average assets, each as defined in the applicable regulations. Management believes, as of September 30, 2013 and December 31, 2012, the Company and the Bank met all capital adequacy requirements to which they are subject.

As of September 30, 2013, the Bank was well capitalized under the regulatory framework for prompt corrective action. Currently, to be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the following table. Bank regulators can modify capital requirements as part of their examination process.

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The Company’s and the Banks’ capital amounts and ratios are presented in the following table (dollar amounts in thousands):

	Actual				Minimum Capital Requirement				Minimum To Be Well Capitalized under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
September 30, 2013
Total capital (to risk-weighted assets)
Consolidated	$	104,307	14.41	%	$	57,906	8.00	%	N/A		N/A
First Community Financial Bank	100,871		13.71	%	58,855		8.00	%	$	73,568	10.00	%
Tier I Capital (to risk-weighted assets)
Consolidated	75,840		10.48	%	28,953		4.00	%	N/A		N/A
First Community Financial Bank	91,702		12.46	%	29,427		4.00	%	44,141		6.00	%
Tier I Capital (to average assets)
Consolidated	75,840		9.22	%	32,909		4.00	%	N/A		N/A
First Community Financial Bank	91,702		11.15	%	32,909		4.00	%	41,137		5.00	%
December 31, 2012
Total capital (to risk-weighted assets)
Consolidated	$	99,579	14.46	%	55,079		8.00	%	N/A		N/A
FCB Joliet	47,428		13.46	%	28,181		8.00	%	$	35,226	10.00	%
FCB Plainfield	18,630		16.40	%	9,090		8.00	%	11,363		10.00	%
FCB Homer Glen	9,878		16.57	%	4,769		8.00	%	5,961		10.00	%
Burr Ridge	22,684		13.90	%	13,059		8.00	%	16,324		10.00	%
Tier I Capital (to risk-weighted assets)
Consolidated	86,733		12.60	%	27,539		4.00	%	N/A		N/A
FCB Joliet	42,905		12.18	%	14,090		4.00	%	21,135		6.00	%
FCB Plainfield	17,185		15.12	%	4,545		4.00	%	6,818		6.00	%
FCB Homer Glen	9,112		15.29	%	2,385		4.00	%	3,577		6.00	%
Burr Ridge	20,632		12.64	%	6,530		4.00	%	9,795		6.00	%
Tier I Capital (to average assets)
Consolidated	86,733		9.87	%	35,143		4.00	%	N/A		N/A
FCB Joliet	42,905		9.04	%	18,982		4.00	%	23,727		5.00	%
FCB Plainfield	17,185		12.06	%	5,698		4.00	%	7,123		5.00	%
FCB Homer Glen	9,112		11.97	%	3,044		4.00	%	3,805		5.00	%
Burr Ridge	20,632		11.12	%	7,418		4.00	%	9,273		5.00	%

In July 2013, the U.S. federal banking authorities approved the implementation of the Basel III regulatory capital reforms and issued rules effecting certain changes required by the Dodd-Frank Act (the “Basel III Rules”).  The Basel III Rules are applicable to all U.S. banks that are subject to minimum capital requirements, as well as to bank and savings and loan holding companies other than “small bank holding companies” (generally bank holding companies with consolidated assets of less than $500 million).  The Basel III Rules not only increase most of the required minimum regulatory capital ratios, but they introduce a new Common Equity Tier 1 Capital ratio and the concept of a capital conservation buffer.  The Basel III Rules also expand the definition of capital as in effect currently by establishing criteria that instruments must meet to be considered Additional Tier 1 Capital (Tier 1 Capital in addition to Common Equity) and Tier 2 Capital.  A number of instruments that now generally qualify as Tier 1 Capital will not qualify, or their qualifications will change when the Basel III rules are fully implemented.  The Basel III Rules also permit banking organizations with less than $15.0 billion in assets to retain, through a one-time election, the existing treatment for accumulated other comprehensive income, which currently does not affect regulatory capital.  The Basel III Rules have maintained the general structure of the current prompt corrective action framework, while incorporating the increased requirements. The prompt corrective action guidelines were also revised to add the Common Equity Tier 1 Capital ratio.  In order to be a “well-capitalized” depository institution under the new regime, a bank and holding company must maintain a Common Equity Tier 1 Capital ratio of 6.5% or more; a Tier 1 Capital ratio of 8% or more; a Total Capital

31

ratio of 10% or more; and a leverage ratio of 5% or more.  Generally, financial institutions become subject to the new Basel III Rules on January 1, 2015, with phase-in periods for many of the changes.  Management is in the process of assessing the effect the Basel III Rules may have on the Company's and the Bank's capital positions and will monitor developments in this area.

Under the Illinois Banking Act, Illinois-chartered banks generally may not pay dividends in excess of their net profits, after first deducting their losses (including any accumulated deficit) and provision for loan losses. The payment of dividends by any bank is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and a financial institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized. Moreover, the FDIC prohibits the payment of any dividends by a bank if the FDIC determines such payment would constitute an unsafe or unsound practice. In addition, the FDIC places restrictions on dividend payments during the first seven years of a new bank’s operations, after which time allowing cash dividends to be paid only from net operating income and does not permit dividends to be paid until an appropriate allowance for loan and lease losses has been established and overall capital is adequate. There were no common share dividends paid during the nine months ended September 30, 2013 and year ended December 31, 2012 by the Company or the Bank.

Note 13. Fair Value Measurements

ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

ASC Topic 820 requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert expected future amounts, such as cash flows or earnings, to a single present value amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, ASC Topic 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality, the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. Our valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different

32

estimate of fair value at the reporting date. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company’s monthly and/or quarterly valuation process.

Financial Instruments Recorded at Fair Value on a Recurring Basis

Securities Available for Sale: The fair value of the Company’s securities available for sale is determined using Level 2 inputs from independent pricing services. Level 2 inputs consider observable data that may include dealer quotes, market spread, cash flows, treasury yield curve, trading levels, credit information and terms, among other factors. Certain state and political subdivision securities are not valued based on observable transactions and are, therefore, classified as Level 3.

Loans Held for Sale: The fair value of loans held for sale is determined using quoted secondary market prices and classified as Level 2.

Derivatives: The Bank provides clients with interest rate swap transactions and offset the transactions with interest rate swap transactions with another financial institution as a means of providing loan terms agreeable to both parties. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative and classified as Level 2. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including LIBOR rate curves.

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):

September 30, 2013	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets
Securities Available for Sale:
Government sponsored enterprises	$	23,547	$	—	$	23,547	$	—
Residential collateralized mortgage obligations	24,745		—		24,745		—
Residential mortgage backed securities	29,204		—		29,204		—
Corporate securities	27,476		—		27,476		—
State and political subdivisions	38,172		—		35,458		2,714
Loans held for sale	2,118		—		2,118		—
Derivative financial instruments	377		—		377		—
Financial Liabilities
Derivative financial instruments	377		—		377		—
December 31, 2012
Financial Assets
Securities Available for Sale:
U.S. government federal agency	$	1,002	$	—	$	1,002	$	—
Government sponsored enterprises	25,790		—		25,790		—
Residential collateralized mortgage obligations	20,344		—		20,344		—
Residential mortgage backed securities	7,716		—		7,716		—
Corporate securities	12,721		—		12,721		—
State and political subdivisions	41,388		700		36,406		4,282
Derivative financial instruments	658		—		658		—
Financial Liabilities
Derivative financial instruments	658		—		658		—

33

The significant unobservable inputs used in the Level 3 fair value measurements of the Company’s state and political subdivisions in the table above primarily relate to the discounted cash flows including the bond’s coupon, yield and expected maturity date.

The Company did not have any transfers between Level 1 and Level 2 of the fair value hierarchy during the nine months ended September 30, 2013. The Company’s policy for determining transfers between levels occurs at the end of the reporting period when circumstances in the underlying valuation criteria change and result in transfer between levels.

The following tables present additional information about assets and liabilities measured at fair value on a recurring basis for which the Company has utilized Level 3 inputs to determine fair value (in thousands):

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	State and political subdivisions
Beginning balance, December 31, 2012	$	4,282
Total gains or losses (realized/unrealized) included in other comprehensive income	11
Included in earnings	—
Purchases	—
Paydowns and maturities	(1,579		)
Transfers in and/or out of Level 3	—
Ending balance, September 30, 2013	$	2,714
Beginning balance, December 31, 2011	$	3,060
Total gains or losses (realized/unrealized) included in other comprehensive income	(32		)
Included in earnings	—
Purchases	1,264
Paydowns and maturities	—
Transfers in and/or out of Level 3	—
Ending balance, September 30, 2012	$	4,292

Financial Instruments Recorded at Fair Value on a Nonrecurring Basis

The Company may be required, from time to time, to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with generally accepted accounting principles. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. Assets measured at fair value on a nonrecurring basis are set forth below:

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September 30, 2013	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Financial Assets
Impaired loans	$	28,245	—	—	$	28,245
Foreclosed assets	4,205		—	—	4,205
December 31, 2012
Financial Assets
Impaired loans	$	38,906	—	—	$	38,906
Foreclosed assets	3,419		—	—	3,419

The following table presents additional quantitative information about assets measured at fair value on a non-recurring basis for which the Company has utilized Level 3 inputs to determine fair value:

	Quantitative Information about Level 3 Fair Value Measurements
September 30, 2013	Fair Value Estimate		Valuation Techniques	Unobservable Input	Discount Range
Assets
Impaired loans	$	29,513	Appraisal of Collateral	Appraisal adjustments Selling costs	10% to 25%
Foreclosed assets	4,205		Appraisal of Collateral	Selling costs	10.00%

Impaired loans: Impaired loans are evaluated and valued at the time the loan is identified as impaired, at the lower of cost or fair value.  Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy.  The fair value for an impaired loan is generally determined utilizing appraisals for real estate loans and value guides or consultants for commercial and industrial loans and other loans secured by items such as equipment, inventory, accounts receivable or vehicles. In substantially all instances, a 10% discount is utilized for selling costs which includes broker fees and closing costs. It is our general practice to obtain updated values on impaired loans every twelve to eighteen months. In instances where the appraisal is greater than one year old, an additional discount is considered ranging from 5% to 15%. Any adjustment is based on either comparisons from other recent appraisals obtained by the Company on like properties or using third party resources such as real estate brokers or Reis, Inc., a nationally recognized provider of commercial real estate information including real estate values.

As of September 30, 2013 and December 31, 2012, approximately $10.4 million or 41% and $23.5 million, or 58%, of impaired loans were evaluated for impairment using appraisals performed within the last twelve month period, respectively.

Foreclosed assets: Foreclosed assets upon initial recognition are measured and reported at fair value through a charge-off to the allowance for loan losses based upon the fair value of the foreclosed asset. Fair values are generally based on third party appraisals of the property resulting in Level 3 classification. The appraised value is discounted by 10% for estimated selling costs which includes broker fees and closing costs and appraisals are obtained annually.

Disclosures about Fair Value of Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet. Fair value is determined under the framework established by Fair Value Measurements, based upon criteria noted above. Certain financial instruments and all non-financial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value at the Company. The methodologies for measuring fair value of financial assets and financial liabilities that are measured at fair value on a recurring or nonrecurring basis are discussed above. The methodologies for other financial assets and financial liabilities are discussed below.

The following methods and assumptions were used by the Company in estimating the fair value disclosures of its other financial instruments:

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Cash, due from banks: The carrying amounts reported in the consolidated balance sheets for cash and due from banks and approximate their fair values.

Interest-bearing deposits in banks: The carrying amounts of interest-bearing deposits maturing within one year approximate their fair values.

Nonmarketable equity securities: These securities are either redeemable at par or current redemption values; therefore, market value equals cost.

Loans: For those variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for fixed rate and all other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality.

Deposits: The fair values disclosed for deposits with no defined maturities are equal to their carrying amounts, which represent the amount payable on demand. The carrying amounts for variable-rate certificates of deposit approximate their fair value at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Subordinated debt: The fair values of the Company’s subordinated debt are estimated using discounted cash flows based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

Other borrowed funds: The carrying amounts of securities sold under repurchase agreements and mortgage notes payable approximate their fair values.

Accrued interest receivable and payable: The carrying amounts of accrued interest approximate their fair values.

Off-balance-sheet instruments: Fair values for the Company’s off-balance-sheet lending commitments (standby letters of credit and commitments to extend credit) are based on fees currently charged to enter into similar agreements taking into account the remaining term of the agreements and the counterparties’ credit standing. The fair value of these commitments is not material.

The estimated fair values of the Company’s financial instruments are as follows as of September 30, 2013 (in thousands):

	Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and due from banks	$	14,142	$	14,142	$	14,142	$	—	$	—
Interest-bearing deposits in banks	7,559		7,559		7,559		—		—
Securities available for sale	143,144		143,144		—		140,430		2,714
Nonmarketable equity securities	967		967		—		—		967
Loans held for sale	2,118		—		—		2,118		—
Loans, net	638,837		643,005		—		—		643,005
Accrued interest receivable	2,253		2,253		2,253		—		—
Derivative financial instruments	377		377		—		377		—
Financial liabilities:
Non-interest bearing deposits	114,687		114,687		114,687		—		—
Interest-bearing deposits	583,643		584,095		231,826		—		352,269
Subordinated debt	19,298		19,108		—		—		19,108
Other borrowed funds	38,659		35,751		35,751		—		—
Accrued interest payable	715		715		715		—		—
Derivative financial instruments	377		377		—		377		—

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The estimated fair values of the Company’s financial instruments are as follows as of December 31, 2012 (in thousands):

	Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and due from banks	$	14,933	$	14,933	$	14,933	$	—	$	—
Interest-bearing deposits in banks	132,152		132,152		132,152		—		—
Securities available for sale	108,961		108,961		700		103,979		4,282
Nonmarketable equity securities	967		967		—		—		967
Loans, net	614,236		620,085		—		—		620,085
Accrued interest receivable	2,303		2,303		2,303		—		—
Derivative financial instruments	658		658		—		658		—
Financial liabilities:
Non-interest bearing deposits	114,116		114,116		114,116		—		—
Interest-bearing deposits	666,546		667,809		269,852		—		397,957
Subordinated debt	4,060		3,951		—		—		3,951
Other borrowed funds	25,695		25,695		25,695		—		—
Accrued interest payable	944		944		944		—		—
Derivative financial instruments	658		658		—		658		—

Note 14. Derivatives and Hedging Activities

Derivative contracts entered into by the Bank are limited to those that do not qualify for hedge accounting treatment. The Bank provides clients with interest rate swap transactions and offsets the transactions with interest rate swap transactions with another financial institution as a means of providing loan terms agreeable to both parties. As of September 30, 2013 and December 31, 2012, there were $4.9 million and $7.5 million outstanding notional values of swaps where the Bank receives a variable rate of interest and the client receives a fixed rate of interest. This is offset with counterparty contracts where the Bank pays a floating rate of interest and receives a fixed rate of interest. The net estimated fair value of interest rate swaps was immaterial as of September 30, 2013 and December 31, 2012. Swaps with clients and third-party financial institutions are carried at fair value with adjustments recorded in other income the net effect was immaterial during the nine months ended September 30, 2013 and 2012.

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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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements and related notes thereto included elsewhere in this report. This report may contain certain forward-looking statements, such as discussions of the Company’s pricing and fee trends, credit quality and outlook, liquidity, new business results, expansion plans, anticipated expenses and planned schedules. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many risks and uncertainties, including those described in Item 1A. “Risk Factors” and other sections of the Company’s December 31, 2012 Annual Report on Form 10-K and the Company’s other filings with the SEC, and other risks and uncertainties, including changes in interest rates, general economic conditions and those in the Company’s market area, legislative/regulatory changes, including the rules recently adopted by the U.S. Federal banking authorities to implement the Basel III capital accords, monetary and fiscal policies of the U.S. Government, including policies of Treasury and the Board of Governors of the Federal Reserve System, the Company’s success in raising capital, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area and accounting principles, policies and guidelines. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.

Overview

First Community, an Illinois corporation, is the holding company for First Community Financial Bank. Through the Bank, we provide a full range of financial services to individuals and corporate clients.

The Bank has banking centers located at 2801 Black Road, Joliet, Illinois, 24 West Gartner Road, Suite 104, Naperville, Illinois, 25407 South Bell Road, Channahon, Illinois, 14150 South U.S. Route 30, Plainfield, Illinois, 13901 South Bell Road, Homer Glen, Illinois, and 7020 South County Line Road, Burr Ridge, Illinois.

Through these banking centers the Bank offers a full range of deposit products and services, as well as credit and operational services. Depository services include: Individual Retirement Accounts (IRAs), tax depository and payment services, automatic transfers, bank by mail, direct deposits, money market accounts, savings accounts, and various forms and terms of certificates of deposit (CDs), both fixed and variable rate. The Bank attracts deposits through advertising and by pricing depository services competitively. Credit services include: commercial and industrial loans, real estate construction and land development loans, conventional and adjustable rate real estate loans secured by residential properties, real estate loans secured by commercial properties, customer loans for items such as home improvements, vehicles, boats and education offered on installment and single payment bases, as well as government guaranteed loans including Small Business Administration (“SBA”) loans, and letters of credit. Bank operation services include: cashier’s checks, traveler’s checks, collections, currency and coin processing, wire transfer services, deposit bag rentals, and stop payments. Other services include servicing of secondary market real estate loans, notary services, photocopying, faxing and signature guarantees. The Bank does not offer trust services at this time.

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.

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• 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 endedSeptember 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. Non-performing 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 three months 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.

Historical Summary Financial Data

(unaudited except data for year ended December 31, 2012)

	As of
	September 30, 2013		June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012
	(dollars in thousands, except share data)
Total assets	852,409		$	837,108		$	867,520		$	902,600		$	886,662
Total securities (1)	144,111		116,270			105,270			109,928			109,108
Loans	659,040		648,081			643,354			637,114			654,328
Allowance for loan losses	(20,203	)	(20,634		)	(21,931		)	(22,878		)	(25,490		)
Net loans	638,837		627,447			621,423			614,236			628,838
Non-performing loans (2)	20,312		26,429			31,218			27,941			33,706
Total deposits	698,330		708,412			747,846			780,662			757,665
Subordinated debt	19,298		13,791			13,783			4,060			4,060
Other borrowed funds	38,659		28,536			19,769			25,695			32,201
Shareholders’ equity (3)	92,660		82,756			82,759			87,931			87,203
Common shares outstanding	16,221,413		16,155,938			16,175,938			12,175,401			12,052,402

Footnotes:

⁽¹⁾  Includes available for sale securities recorded at fair value and Federal Home Loan Bank stock at cost.

⁽²⁾  Non-performing loans include loans on nonaccrual status and those past due more than 90 days and still accruing interest.

⁽³⁾  Includes shareholders’ equity attributable to outstanding shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, and Fixed Rate Cumulative Perpetual Preferred Stock, Series C.

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	For the Three Months Ended
	September 30, 2013			June 30, 2013			March 31, 2013			December 31, 2012			September 30, 2012
Selected Operating Data	(dollars in thousands, except per share data)
Interest income	$	8,609		$	8,597		$	8,893		$	9,153		$	9,569
Interest expense	1,514			1,575			1,518			1,758			1,985
Net interest income	7,095			7,020			7,371			7,395			7,584
Provision for loan losses	1,216			1,468			1,232			1,511			1,118
Net interest income after provision for loan losses	5,879			5,552			6,139			5,884			6,466
Non-interest income	306			(27		)	740			335			(134		)
Non-interest expense	5,079			4,728			5,397			5,361			5,288
Income before income taxes	1,106			803			1,482			858			1,044
Income tax (benefit) expense	(14,102		)	—			34			(172		)	170
Income before non-controlling interest	15,208			803			1,448			1,030			874
Net income attributable to non-controlling interests	—			—			54			185			311
Net income applicable to First Community Financial Partners, Inc.	15,208			803			1,394			845			563
Dividends and accretion on preferred shares	236			236			314			355			355
Net income applicable to common shareholders	$	14,972		$	567		$	1,080		$	490		$	208
Per Share Data
Earnings (loss) per common share
Basic	$	0.92		$	0.04		$	0.08		$	0.04		$	0.02
Diluted	0.92			0.03			0.08			0.04			0.02
Book value per common share	5.34			4.29			4.30			4.14			4.15
Performance Ratios
Annualized return on average assets	7.10		%	0.27		%	0.49		%	0.22		%	0.09		%
Annualized return on average common equity	71.68		%	2.72		%	4.93		%	2.25		%	0.95		%
Net interest margin	3.47		%	3.39		%	3.44		%	3.48		%	3.44		%
Interest rate spread	3.26		%	3.19		%	3.26		%	3.28		%	3.26		%
Efficiency ratio (1)	68.63		%	67.52		%	65.68		%	69.35		%	79.14		%
Average interest-earning assets to average interest-bearing liabilities	128.05		%	126.06		%	126.13		%	124.85		%	126.13		%
Average loans to average deposits	92.29		%	88.94		%	83.30		%	85.15		%	83.30		%

Footnotes:

⁽¹⁾  We calculate our efficiency ratio by dividing non-interest expense by the sum of net interest income and non-interest income.

No tax equivalent adjustments were made as the effect thereof was not material.

41

	For the Three Months Ended
	September 30, 2013		June 30, 2013		March 31, 2013		December 31, 2012		September 30, 2012
Asset Quality Ratios
Non-performing loans(2) to total loans	3.08	%	4.08	%	4.85	%	4.39	%	5.15	%
Non-performing assets(3) to total assets	2.88	%	3.47	%	3.99	%	3.10	%	4.23	%
Allowance for loan losses to non-performing loans	99.46	%	78.07	%	70.25	%	81.88	%	75.62	%
Allowance for loan losses to total loans	3.07	%	3.18	%	3.41	%	3.59	%	3.90	%
Consolidated Capital Ratios
Average equity to average total assets	9.91	%	9.77	%	9.84	%	9.90	%	9.94	%
Tier 1 leverage	9.22	%	9.41	%	9.15	%	9.87	%	9.05	%
Tier 1 risk-based capital	10.48	%	11.53	%	12.02	%	12.60	%	11.22	%
Total risk-based capital	14.41	%	14.80	%	15.33	%	14.46	%	12.93	%

Footnotes:

⁽²⁾  Non-performing loans include loans on nonaccrual status and those past due more than 90 days and still accruing interest.

⁽³⁾ Non-performing assets consist of non-performing loans and other real estate owned.

42

Net Interest Income

Net interest income is the largest component of our income, and is affected by the interest rate environment and the volume and the composition of interest-earning assets and interest-bearing liabilities. Our interest-earning assets include loans, interest-bearing deposits in other banks, investment securities, and federal funds sold. Our interest-bearing liabilities include deposits, advances from the FHLB, subordinated debentures, repurchase agreements and other short-term borrowings.

The following tables reflects the components of net interest income for the three and nine months ended September 30, 2013 and 2012:

	Three months ended September 30,
	2013						2012
(Dollars in thousands)	Average Balances		Income/ Expense		Yields/ Rates		Average Balances		Income/ Expense		Yields/ Rates
Assets
Loans (1)	$	652,304	$	8,041	4.93	%	$	656,181	$	9,080	5.54	%
Investment securities (2)	127,273		536		1.68	%	110,498		439		1.59	%
Federal funds sold	—		—		—	%	15,112		11		0.29	%
Interest-bearing deposits with other banks	37,800		32		0.34	%	62,899		39		0.25	%
Total earning assets	$	817,377	$	8,609	4.21	%	$	844,690	$	9,569	4.53	%
Other assets	25,735						28,609
Total assets	$	843,112					$	873,299
Liabilities
NOW accounts	$	72,149	$	33	0.18	%	$	65,822	$	59	0.36	%
Money market accounts	139,914		101		0.29	%	155,729		144		0.37	%
Savings accounts	24,109		10		0.17	%	23,550		15		0.25	%
Time deposits	358,127		1,035		1.16	%	404,696		1,662		1.64	%
Total interest bearing deposits	594,299		1,179		0.79	%	649,797		1,880		1.16	%
Securities sold under agreements to repurchase	29,435		9		0.12	%	24,013		10		0.17	%
Mortgage payable	734		11		5.99	%	915		14		6.12	%
Subordinated debentures	13,854		315		9.09	%	4,060		81		7.98	%
Total interest bearing liabilities	638,322		1,514		0.95	%	678,785		1,985		1.17	%
Noninterest bearing deposits	112,515						101,691
Other liabilities	8,724						5,809
Total liabilities	$	759,561					$	786,285
Total shareholders' equity	$	83,551					$	87,014
Total liabilities and equity	$	843,112					$	873,299
Interest rate spread					3.26	%					3.36	%
Net interest income			$	7,095					$	7,584
Net interest margin					3.47	%					3.59	%

Footnotes:

⁽¹⁾ Average loans include non-performing loans.

⁽²⁾ No tax-equivalent adjustments were made, as the effect thereof was not material.

43

	Nine months ended September 30,
	2013						2012
(Dollars in thousands)	Average Balances		Income/ Expense		Yields/ Rates		Average Balances		Income/ Expense		Yields/ Rates
Assets
Loans (1)	$	645,277	$	24,528	5.07	%	$	663,378	$	27,994	5.63	%
Investment securities (2)	115,390		1,405		1.62	%	102,095		1,220		1.59	%
Federal funds sold	5,665		12		0.28	%	18,427		43		0.31	%
Interest-bearing deposits with other banks	67,701		154		0.30	%	67,948		138		0.27	%
Total Earning Assets	$	834,033	$	26,099	4.17	%	$	851,848	$	29,395	4.60	%
Other assets	28,450						27,176
Total assets	$	862,483					$	879,024
Liabilities
NOW accounts	$	72,370	$	121	0.22	%	$	63,932	$	179	0.37	%
Money market accounts	148,455		351		0.32	%	157,135		452		0.38	%
Savings accounts	24,856		37		0.20	%	23,222		49		0.28	%
Time deposits	373,522		3,281		1.17	%	416,953		5,559		1.78	%
Total interest bearing deposits	619,203		3,790		0.82	%	661,242		6,239		1.26	%
Securities sold under agreements to repurchase	26,858		24		0.12	%	22,686		25		0.15	%
Mortgage payable	781		36		6.15	%	742		33		5.93	%
Subordinated debentures	11,331		757		8.91	%	4,060		244		8.01	%
Total interest bearing liabilities	658,173		4,607		0.93	%	688,730		6,541		1.27	%
Noninterest bearing deposits	113,403						98,766
Other liabilities	6,059						5,180
Total liabilities	$	777,635					$	792,676
Total shareholders' equity	$	84,848					$	86,348
Total liabilities and equity	$	862,483					$	879,024
Interest rate spread					3.24	%					3.33	%
Net interest income			$	21,492					$	22,854
Net interest margin					3.44	%					3.58	%

Footnotes:

⁽¹⁾ Average loans include non-performing loans.

⁽²⁾ No tax-equivalent adjustments were made, as the effect thereof was not material.

Net interest income was $7.1 million for the three months ended September 30, 2013, a decrease of $489,000, or 6.4%, from $7.6 million for the same period in the prior year. The net interest margin was 3.47% for this period in 2013 and 3.59% for 2012. We saw similar changes for the nine months ended September 30, 2013. The net interest income and margin decrease from the same period of the prior year was due to a decrease in our loan yields partially offset by an improvement in our average cost of funds as a result of an improved deposit mix and downward repricing of interest bearing deposits. Interest expense improved in 2013 as certificates of deposits were either not renewed or repriced at lower rates.

44

Rate/Volume Analysis

The following table sets forth certain information regarding changes in our interest income and interest expense for the periods noted (dollars in thousands):

	Three months ended September 30,												Nine months ended September 30,
	2013 Compared to 2012												2013 Compared to 2012
	Average Volume			Average Rate			Mix			Net Increase (Decrease)			Average Volume			Average Rate			Mix			Net Increase (Decrease)
Interest Income
Loans	$	(54	)	$	(991	)	$	6		$	(1,039	)	$	(757	)	$	(2,759	)	$	50		$	(3,466	)
Investment securities	68			25			4			97			157			26			2			185
Federal funds sold	(11		)	(11		)	11			(11		)	(29		)	(4		)	2			(31		)
Interest-bearing deposits with other banks	(15		)	14			(6		)	(7		)	—			16			16			16
Total interest income	(12		)	(963		)	15			(960		)	(629		)	(2,721		)	54			(3,296		)
Interest expense
NOW accounts	$	6		$	(29	)	$	(3	)	$	(26	)	$	23		$	(72	)	$	(9	)	$	(58	)
Money market accounts	(15		)	(31		)	3			(43		)	(24		)	(81		)	4			(101		)
Savings accounts	—			(5		)	—			(5		)	3			(14		)	(1		)	(12		)
Time deposits	(190		)	(493		)	56			(627		)	(574		)	(1,901		)	197			(2,278		)
Securities sold under agreements to repurchase	2			(2		)	(1		)	(1		)	5			(5		)	(1		)	(1		)
Federal Home Loan Bank advances	(3		)	—			—			(3		)	2			1			—			3
Subordinated debentures	196			11			27			234			432			32			49			513
Total interest expense	$	(4	)	$	(549	)	$	82		$	(471	)	$	108		$	(2,040	)	$	239		$	(1,934	)
Change in net interest income	$	(8	)	$	(414	)	$	(67	)	$	(489	)	$	(737	)	$	(681	)	$	(185	)	$	(1,362	)

Provision for Loan Losses

The provision for loan losses was $1.2 million for the three months ended September 30, 2013, compared to $1.1 million for the same period in 2012. Net charge-offs decreased to $1.6 million for the three months ended September 30, 2013 compared to $1.9 million for the same period in 2012.

The provision for loan losses was $3.9 million for the nine months ended September 30, 2013, compared to $5.6 million for the same period in 2012. Net charge-offs decreased to $6.6 million for the nine months ended September 30, 2013 compared to $7.1 million for the same period in 2012. The overall decrease in provision for loan losses for the nine months ended September 30, 2013 was due to improved asset quality as some of the problem relationships have been worked out or charged-off. Non-performing loans decreased from December 31, 2012 to September 30, 2013 by 27.3% to $20.3 million from $27.9 million. During the first nine months of 2013, the Company sold $3.5 million in non-performing loans for approximately $2.9 million. Moreover, the Company sold the loan which was held for sale at September 30, 2013 for $2.2 million in October. Management determined that selling the assets to a third party helped to quickly reduce non-performing assets and helped to avoid the carrying costs related to foreclosure.

45

Non-interest Income

Non-interest income for the three months ended September 30, 2013 increased from the same period in 2012. Losses on foreclosed assets during the third quarter of 2012 contributed to the lower non-interest income for the period. In the current year, there have been fewer loan sales and there was little foreclosed asset sale activity during the third quarter. The Company’s mortgage operation, which started in late 2011, increased volumes significantly during 2012 and 2013 which contributed to generating mortgage fee income. Year over year, mortgage fee income was up through the first nine months, despite the lower fee income for the third quarter of 2013. During the third quarter 2013, First Community added three additional mortgage loan staff members to its residential mortgage loan operation with the goal of increasing future mortgage fee income. The following table sets forth the components of non-interest income for the periods indicated:    

	Three months ended September 30,					Nine months ended September 30,
(Dollars in thousands)	2013		2012			2013			2012
Service charges on deposit accounts	$	133	$	123		$	310		$	328
Gain on sale of loans	—		101			265			339
(Loss) on foreclosed assets, net	—		(608		)	(196		)	(720		)
Mortgage fee income	63		96			277			225
Other	110		137			363			354
Total non-interest income	$	306	$	(134	)	$	1,019		$	543

Non-interest Expense

Non-interest expense decreased for the three and nine months ended September 30, 2013 compared to the same periods in 2012. Salaries and employee benefits increased for the three and nine months ended September 30, 2013 compared to the same periods in 2012 as a result of incentive compensation accruals added during 2013 and as a result of the improvements in the Company’s operating results. In addition, during the third quarter of 2013, First Community added three additional staff members to its residential mortgage loan operation; therefore increasing salary and benefits expense. However, the overall decrease in non-interest expense from the prior year are a result of the cost savings due to consolidation, along with lower costs incurred related to data processing, loan work outs and foreclosed asset expenses. We continue to see improvements in asset quality and in turn the costs related to our problem assets. In addition, professional fees are normalizing as we completed the consolidation and incurred the costs related to the transaction in 2012 and the first three months of 2013. Other expenses were slightly higher in the third quarter of 2013 compared to the same period in 2012, which was primarily the result of the issuance of stock incentive awards which were immediately vested. These were offset by reductions in FDIC insurance as a result of the decrease in total assets of the Bank and the lifting of the Bank’s Memoranda of Understanding during the third quarter of 2013. The following table sets forth the components of non-interest expense for the periods indicated:

	Three months ended September 30,					Nine months ended September 30,
(Dollars in thousands)	2013		2012			2013		2012
Salaries and employee benefits	$	2,709	$	2,482		7,897		7,547
Occupancy and equipment expense	560		637			1,654		1,813
Data processing	219		296			746		901
Professional fees	521		937			1,145		1,784
Advertising and business development	61		112			422		336
Loan workout	66		(169		)	110		(75		)
Foreclosed assets, net of rental income	57		140			199		551
Other expense	886		853			3,031		2,873
Total non-interest expense	$	5,079	$	5,288		$	15,204	$	15,730

46

Income Taxes

Prior to the consolidation, the Company filed four tax returns, one consolidated return for the parent and FCB Joliet and one for each other banking subsidiary. Because of multiple returns, we separately calculated income tax expense, established deferred tax assets and determined valuation allowances.   Subsequent to the consolidation, the Company now calculates income tax expense on a consolidated basis.           

Under U.S. GAAP, a valuation allowance against a net deferred tax asset is required to be recognized if it is more-likely-than-not that a deferred tax asset will not be realized. The determination of the realizability of the deferred tax asset is highly subjective and dependent upon judgment concerning management’s evaluation of both positive and negative evidence, forecasts of future income, applicable tax planning strategies and assessments of current and future economic and business conditions.

Prior to the merger of its four bank charters in 2013, the Company determined a valuation allowance was necessary for two of those bank charters as of December 31, 2012, largely based on negative evidence including cumulative losses caused by credit losses in its loan portfolio and general uncertainty surrounding future economic and business conditions.

The Company evaluates the need for a deferred tax asset valuation allowance on an ongoing basis, considering both positive and negative evidence. As of September 30, 2013, positive evidence included seven consecutive quarters of income, continued improvement in asset quality ratios, termination of our Memoranda of Understanding with our banking regulators, completion of our consolidation in March 2013 and the prospect that other key drivers of profitability will continue in the future. Negative evidence included no available taxes paid in open carryback years, no significant tax planning opportunties to accelerate taxable income and that 2013 will be the first year of taxable income since 2007. Based on the Company’s assessment of all available evidence, management determined that it was more-likely-than-not that the deferred tax asset would be realized. Therefore, at September 30, 2013, the Company released its $15.6 million valuation allowance against the net deferred tax assets resulting in a credit to income tax (benefit) expense.

The Company realized income tax benefits of $14.1 million for the third quarter of 2013 compared with $170,000 of income tax expense for the same period in 2012, and income tax benefits of $14.1 million and $513,000 of income tax expense for the nine months ended September 30, 2013 and 2012. The income taxes in 2012 were related to the income taxes for Burr Ridge which showed taxable income and no longer had a valuation allowance against its net deferred tax asset prior to the consolidation. The decline in income taxes for the three and nine months ended September 30, 2013 compared to the same periods in 2012 is a result of the new tax structure and the release of the deferred tax valuation allowance during the third quarter of 2013. Management now expects normalized income tax expense during the fourth quarter of 2013 and beyond.

Financial Condition

Our assets totaled $852.4 million and $902.6 million at September 30, 2013 and December 31, 2012, respectively. Total loans at September 30, 2013 and December 31, 2012 were $659.4 million and $637.4 million, respectively. Total deposits were $698.3 million and $780.7 million at September 30, 2013 and December 31, 2012, respectively. We continue to see decreases in money market and time deposit accounts as we have continued to lower our rates in an effort to lower our overall cost of funding. The decrease in total assets was due to decreases in cash on hand related to decreases in deposits from year-end, in addition to the funding of new loans, and investments in available for sale securities in an effort to deploy additional liquidity. Borrowed funds, consisting of securities sold under agreements to repurchase and a mortgage note payable, totaled $38.7 million and $25.7 million at September 30, 2013 and December 31, 2012, respectively. The increase in other borrowed funds during 2013 relates to increases in securities sold under agreements to repurchase as clients increased their balances in these accounts, in addition to outstanding Federal Home Loan Bank advances and federal funds purchased at the end of the quarter. In addition, $15.5 million in subordinated debt was raised during the nine months ended September 30, 2013.

Total shareholders’ equity was $92.7 million and $87.9 million at September 30, 2013 and December 31, 2012, respectively. The overall increase was as a result of the net income for the nine months ended September 30, 2013 which was offset by the repurchase of preferred shares.

47

Loans

The loan portfolio consists principally of loans to individuals and small- and medium-sized businesses within our primary market area. The table below shows our loan portfolio composition (dollars in thousands):

	September 30, 2013				December 31, 2012				September 30, 2012
	Amount		% of Total		Amount		% of Total		Amount		% of Total
Construction and Land Development	$	21,694	3	%	$	30,494	5	%	$	35,569	5	%
Farmland and Agricultural Production	8,656		1	%	7,211		1	%	8,766		1	%
Residential 1-4 Family	80,208		12	%	77,567		12	%	81,382		12	%
Commercial Real Estate	383,320		58	%	366,901		58	%	366,898		57	%
Commercial	155,116		24	%	140,895		22	%	142,322		22	%
Consumer and other	10,362		2	%	14,361		2	%	19,661		3	%
Total Loans	$	659,356	100	%	$	637,429	100	%	$	654,598	100	%

 Total loans increased by $21.9 million during the nine months ended September 30, 2013 as a result of new loan originations. New loans originated during the first nine months of 2013 were primarily in the commercial real estate and commercial loan categories which is in line with our strategy as a commercial bank.

Allowance for Loan Losses

Management reviews the level of the allowance for loan losses on a quarterly basis. The methodology used to assess the adequacy of the allowance includes the allocation of specific and general reserves. The specific component relates to loans that are impaired. For such loans that are classified as impaired, an allowance is established when the collateral value, discounted cash flows or observable market price of the impaired loan is lower than the carrying value of that loan. The general component covers non-impaired loans and is based on historical loss experience adjusted for qualitative factors. These qualitative factors include local economic trends, concentrations, management experience, and other elements of the Company’s lending operations.

At September 30, 2013 and December 31, 2012, the allowance for loan losses was $20.2 million and $22.9 million, respectively, with a resulting allowance to total loans ratio of 3.07% and 3.59%. Net charge-offs for the three months ended September 30, 2013 amounted to $1.6 million, compared to $1.9 million for the same period in 2012. Net charge-offs amounted to $6.6 million for the nine months ended September 30, 2013, compared to $7.1 million for the same period in 2012. Management anticipates the level of allowance to total loans to continue to decrease in the fourth quarter of 2013 and into 2014 as $13.6 million in net charge offs from the fourth quarter of 2010 come out of the historical loss calculation of general reserves in the fourth quarter of 2013. Charge-offs and recoveries for each major loan category are shown in the table below:

48

	Three Months Ended						Nine Months Ended
(Dollars in thousands)	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012
Balance at beginning of period	$	20,634		$	26,291		$	22,878		$	26,991
Charge-offs:
Construction and Land Development	7			960			1,295			1,693
Farmland and Agricultural Production	—			—			—			1,353
Residential 1-4 Family	142			27			553			816
Commercial Real Estate	1,414			1,226			2,811			3,536
Commercial	742			287			3,218			1,285
Consumer and other	11			—			604			—
Total charge-offs	$	2,316		$	2,500		$	8,481		$	8,683
Recoveries:
Construction and Land Development	548			21			1,427			574
Farmland and Agricultural Production	—			—			—			—
Residential 1-4 Family	9			55			58			73
Commercial Real Estate	71			200			226			500
Commercial	41			305			171			480
Consumer and other	—			1			8			5
Total recoveries	$	669		$	582		$	1,890		$	1,632
Net charge-offs	1,647			1,918			6,591			7,051
Provision for loan losses	1,216			1,118			3,916			5,551
Allowance for loan losses at end of period	$	20,203		$	25,491		$	20,203		$	25,491
Selected loan quality ratios:
Net charge-offs to average loans	1.01		%	1.17		%	2.02		%	1.43		%
Allowance to total loans	3.07		%	3.89		%	3.07		%	3.89		%
Allowance to nonperforming loans	99.51		%	75.62		%	99.51		%	75.62		%

The following table provides additional detail of the balance of the allowance for loan losses by portfolio segment:

	September 30,
(Dollars in thousands)	2013				2012
Balance at end of period applicable to:	Amount		% of Total Loans		Amount		% of Total Loans
Construction and Land Development	$	2,759	14	%	$	5,474	21	%
Farmland and Agricultural Production	438		2	%	614		2	%
Residential 1-4 Family	1,659		8	%	3,006		12	%
Commercial Real Estate	11,374		56	%	12,545		50	%
Commercial	3,831		19	%	3,597		14	%
Consumer and other	142		1	%	255		1	%
Total	$	20,203	100	%	$	25,491	100	%

49

Impaired Loans

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining the impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.

Management determines the significance of payment delays and payment shortfalls on a case by case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis using the fair value of collateral if the loan is collateral dependent, the present value of expected future cash flows discounted at the loan’s effective interest rate, or the loan’s obtainable market price due to financial difficulties of the borrower.

Residential 1-4 family and consumer loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer loans for impairment disclosures, unless such loans are the subject of a restructuring agreement.

There were approximately $20.3 million in nonperforming loans at September 30, 2013 which were down from $27.9 million at December 31, 2012, while there were credits downgraded during the nine months ended September 30, 2013, the loan sale in the amount of $3.5 million which took place during June 2013 helped to reduce the balance from year-end. In addition, the decrease was the result of current year charge-offs, paydowns, and loans moved to foreclosed assets. One non-performing loan was moved to held for sale as the pending sale is anticipated to close in the fourth quarter of 2013.

Impaired loans were $29.5 million and $40.2 million at September 30, 2013 and December 31, 2012, respectively. Included in impaired loans at September 30, 2013 were $5.9 million in loans with valuation allowances totaling $1.3 million, and $23.6 million in loans without a valuation allowance. Included in impaired loans at December 31, 2012 were $5.0 million in loans with valuation allowances totaling $1.3 million, and $35.2 million in loans without a valuation allowance.

The following presents the recorded investment in nonaccrual loans and loans past due over 90 days and still accruing as of:

	September 30, 2013		December 31, 2012		September 30, 2012
Total non-accrual loans	$	20,253	$	27,941	$	30,917
Accruing loans delinquent 90 days or more	50		—		2,789
Total non-performing loans	20,303		27,941		33,706
Troubled debt restructures accruing	9,259		12,817		10,700

We define potential problem loans as loans rated substandard which are still accruing interest.  We do not necessarily expect to realize losses on all potential problem loans, but we recognize potential problem loans carry a higher probability of default and require additional attention by management.  The aggregate principal amounts of potential problem loans as of September 30, 2013 and December 31, 2012 were approximately $16.6 million and $15.1 million, respectively.  Management believes it has established an adequate allowance for probable loan losses as appropriate under U.S. GAAP.

Investment Securities

Investment securities serve to enhance the overall yield on interest earning assets while supporting interest rate sensitivity and liquidity positions, and as collateral on public funds and securities sold under agreements to repurchase. All securities are classified as available for sale as the Company intends to hold the securities for an indefinite period of time, but not necessarily to maturity. Securities available for sale are reported at fair value with unrealized gains or losses reported as a separate component of other comprehensive income, net of the related deferred tax effect. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities.

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The amortized cost and fair value of securities available for sale (in thousands) are as follows:

	September 30, 2013				December 31, 2012
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
U.S. government federal agency	$	—	$	—	$	1,001	$	1,002
Government sponsored enterprises	23,386		23,547		25,544		25,790
Residential collateralized mortgage obligations	24,712		24,745		20,018		20,344
Residential mortgage backed securities	29,014		29,204		7,486		7,716
Corporate securities	27,440		27,476		12,520		12,721
State and political subdivisions	37,604		38,172		40,190		41,388
	$	142,156	$	143,144	$	106,759	$	108,961

Available for sale securities increased $34.2 million to $143.1 million at September 30, 2013 from $109.0 millionDecember 31, 2012, as excess cash was invested during the first nine months of 2013.     

Securities with a fair value of $47.7 million and $47.1 million were pledged as collateral on public funds, securities sold under agreements and for other purposes as required or permitted by law as of September 30, 2013 and December 31, 2012, respectively.

Deposits

Deposits, which include noninterest-bearing demand deposits, interest-bearing demand deposits, savings deposits and time deposits, are the primary source of the Company’s funds. The Company offers a variety of products designed to attract and retain customers, with a primary focus on building and expanding relationships. The Company continues to focus on establishing comprehensive relationships with business borrowers, seeking deposits as well as lending relationships.

The following table sets forth the composition of our deposits at the dates indicated (dollars in thousands):

	September 30, 2013				December 31, 2012
	Amount		Percent		Amount		Percent
Noninterest-bearing demand deposits	$	114,687	16.42	%	$	114,116	14.62	%
NOW and money market accounts	207,631		29.73	%	244,441		31.31	%
Savings	24,195		3.46	%	25,411		3.26	%
Time deposit certificates, $100,000 or more	226,507		32.45	%	254,268		32.57	%
Other time deposit certificates	125,310		17.94	%	142,426		18.24	%
Total	$	698,330	100.00	%	$	780,662	100.00	%

Total deposits decreased $82.3 million to $698.3 million at September 30, 2013, from $780.7 million at December 31, 2012. The decrease related to the following: (i) a commercial client removing deposits, which were deposited temporarily upon the sale of a business, of approximately $26.4 million during the first six months of 2013, (ii) the decrease in time deposit certificates of $44.9 million as we continued to lower our time deposit rates and focus on core funding sources, and (iii) the decrease in interest bearing transaction accounts of $4.5 million and (iv) the repurchase of our Series B Preferred Stock totaling $6.5 million with the proceeds of the subordinated debt offering which were held in escrow in a deposit account at the Bank at year-end.

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Liquidity and Capital Resources

Our goal in liquidity management is to satisfy the cash flow requirements of depositors and borrowers as well as our operating cash needs with cost-effective funding. Our Board of Directors has established an Asset/Liability Policy in order to achieve and maintain earnings performance consistent with long-term goals while maintaining acceptable levels of interest rate risk, a “well-capitalized” balance sheet, and adequate levels of liquidity. This policy designates the Bank’s Asset/Liability Committee (“ALCO”) as the body responsible for meeting these objectives. The ALCO, which includes members of management, reviews liquidity on a periodic basis and approves significant changes in strategies that affect balance sheet or cash flow positions.

Overall deposit levels are monitored on a constant basis as are liquidity policy levels. Primary sources of liquidity include cash and due from banks, short-term investments such as federal funds sold, securities sold under agreements to repurchase, and our investment portfolio, which can also be used as collateral on public funds. Alternative sources of funds include unsecured federal funds lines of credit through correspondent banks, brokered deposits, and FHLB advances. The Bank has established contingency plans in the event of extraordinary fluctuations in cash resources.

The following table reflects the average daily outstanding, year-end outstanding, maximum month-end outstanding and weighted average rates paid for each of the categories of short-term borrowings:

	September 30, 2013			December 31, 2012
(Dollars in thousands)
Securities sold under agreements to repurchase:
Balance:
Average daily outstanding	$	26,858		$	23,993
Outstanding at end of period	30,444			24,842
Maximum month-end outstanding	32,431			31,303
Rate:
Weighted average interest rate during the year	0.12		%	0.33		%
Weighted average interest rate at end of the period	0.11		%	0.14		%
Federal Home Loan Bank borrowings:
Balance:
Average daily outstanding	$	330		$	—
Outstanding at end of period	5,000			—
Maximum month-end outstanding	5,000			—
Rate:
Weighted average interest rate during the year	0.15		%	—		%
Weighted average interest rate at end of the period	0.15		%	—		%

Provisions of the Illinois banking laws place restrictions upon the amount of dividends that can be paid to the Company by the Bank. The availability of dividends may be further limited because of the need to maintain capital ratios satisfactory to applicable regulatory agencies.

The Company and Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and Bank’s financial results and condition. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies. In addition, the Bank remains subject to certain of the FDIC’s de novo bank requirements until the Bank has been chartered for a period longer than seven years. Until October 28, 2015, the Bank is required, among other items, to obtain FDIC approval for any material change to its business plan.

On March 21, 2012, FCB Joliet entered into a Memorandum of Understanding with the FDIC and the Illinois Department of Financial and Professional Regulation (the “IDFPR”). This memorandum is not a “written agreement” for purposes of Section 8 of the Federal Deposit Insurance Act. The memorandum documents an understanding among FCB Joliet,

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the FDIC and the IDFPR, that, among other things, FCB Joliet will have and maintain its Tier 1 capital ratio at a minimum of 8% for the duration of the memorandum, and will maintain its ratio of total capital to risk-weighted assets at a minimum of 12% for the duration of the memorandum.

On April 18, 2012, FCB Homer Glen entered into a Memorandum of Understanding with the FDIC and the IDFPR. This memorandum is not a “written agreement” for purposes of Section 8 of the Federal Deposit Insurance Act. The memorandum documents an understanding among FCB Homer Glen, the FDIC and the IDFPR, that, among other things, FCB Homer Glen will have and maintain its Tier 1 capital ratio at a minimum of 8.5% for the duration of the memorandum, and will maintain its ratio of total capital to risk-weighted assets at a minimum of 12.5% for the duration of the memorandum.

As part of its approval of the consolidation, the FDIC had required that the Bank remain subject to these informal regulatory actions instituted at FCB Joliet and FCB Homer Glen for the duration of the memoranda.

Effective August 12, 2013, the Memoranda of Understanding that each of FCB Joliet and FCB Homer Glen had entered into with the FDIC and the IDFPR were terminated.

In addition, First Community is required to obtain prior written approval from the Federal Reserve prior to the declaration or payment of dividends by First Community, any increase in indebtedness of First Community or the redemption of First Community stock.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier I capital to risk-weighted assets and of Tier I capital to average assets, each as defined in the applicable regulations. Management believes, as of September 30, 2013 and December 31, 2012, the Company and the Bank met all capital adequacy requirements to which they are subject.

As of September 30, 2013, the Bank was well capitalized under the regulatory framework for prompt corrective action. Currently, to be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the following table. Bank regulators can modify capital requirements as part of their examination process. Moreover, the U.S. federal banking authorities’ approval of the Basel III Rules will affect the Company’s and the Bank’s capital requirements. See Note 12 to our Consolidated Financial Statements for more information.

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The Company and the Bank’s capital amounts and ratios as of the dates noted are presented in the following table (dollar amounts in thousands):

	Actual				Minimum Capital Requirement				Minimum To Be Well Capitalized under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
September 30, 2013
Total capital (to risk-weighted assets)
Consolidated	$	104,307	14.41	%	$	57,906	8.00	%	N/A		N/A
First Community Financial Bank	100,871		13.71	%	58,855		8.00	%	$	73,568	10.00	%
Tier I Capital (to risk-weighted assets)
Consolidated	75,840		10.48	%	28,953		4.00	%	N/A		N/A
First Community Financial Bank	91,702		12.46	%	29,427		4.00	%	44,141		6.00	%
Tier I Capital (to average assets)
Consolidated	75,840		9.22	%	32,909		4.00	%	N/A		N/A
First Community Financial Bank	91,702		11.15	%	32,909		4.00	%	41,137		5.00	%
December 31, 2012
Total capital (to risk-weighted assets)
Consolidated	$	99,579	14.46	%	55,079		8.00	%	N/A		N/A
FCB Joliet	47,428		13.46	%	28,181		8.00	%	$	35,226	10.00	%
FCB Plainfield	18,630		16.40	%	9,090		8.00	%	11,363		10.00	%
FCB Homer Glen	9,878		16.57	%	4,769		8.00	%	5,961		10.00	%
Burr Ridge	22,684		13.90	%	13,059		8.00	%	16,324		10.00	%
Tier I Capital (to risk-weighted assets)
Consolidated	86,733		12.60	%	27,539		4.00	%	N/A		N/A
FCB Joliet	42,905		12.18	%	14,090		4.00	%	21,135		6.00	%
FCB Plainfield	17,185		15.12	%	4,545		4.00	%	6,818		6.00	%
FCB Homer Glen	9,112		15.29	%	2,385		4.00	%	3,577		6.00	%
Burr Ridge	20,632		12.64	%	6,530		4.00	%	9,795		6.00	%
Tier I Capital (to average assets)
Consolidated	86,733		9.87	%	35,143		4.00	%	N/A		N/A
FCB Joliet	42,905		9.04	%	18,982		4.00	%	23,727		5.00	%
FCB Plainfield	17,185		12.06	%	5,698		4.00	%	7,123		5.00	%
FCB Homer Glen	9,112		11.97	%	3,044		4.00	%	3,805		5.00	%
Burr Ridge	20,632		11.12	%	7,418		4.00	%	9,273		5.00	%

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Off-Balance Sheet Arrangements and Contractual Obligations

The Company is party to credit related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customer. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance-sheet instruments.

Our off-balance sheet arrangements and contractual obligations are summarized in the table that follows for the periods noted.

	September 30, 2013		December 31, 2012
Commitments to extend credit	$	110,811	$	90,368
Standby letters of credit	17,305		12,600
	$	128,116	$	102,968

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Critical Accounting Policies and Estimates

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. When establishing the allowance for loan losses, management categorizes loans into risk categories generally based on the nature of the collateral and the basis of repayment.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses, and may require the Company to recognize adjustments to its allowance based on their judgments of information available to them at the time of their examinations.

The allowance consists of specific and general components. The specific component relates to loans that are classified as either doubtful or substandard. For such loans that are classified as impaired, an allowance is established when the collateral value, discounted cash flows or observable market price of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical loss experience adjusted for qualitative factors. These qualitative factors consider local economic trends, concentrations, management experience, and other elements of the Company’s lending operations.

Foreclosed Assets

Assets acquired through loan foreclosure or other proceedings are initially recorded at fair value less estimated selling costs at the date of foreclosure establishing a new cost basis. After foreclosure, foreclosed assets are held for sale and are carried at the lower of cost or fair value less estimated costs of disposal. Any valuation adjustments required at the date of transfer are charged to the allowance for loan losses. Subsequently, unrealized losses and realized gains and losses on sales are included in other noninterest income. Operating results from foreclosed assets are recorded in other noninterest expense.

Income taxes

Deferred taxes are provided using the liability method. Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company has follows the accounting guidance related to accounting for uncertainty in income taxes, which sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions. There are no uncertain tax positions as of September 30, 2013 and December 31, 2012.

Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized or sustained upon examination. The term more-likely-than-not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more-likely-than-not that some portion or all of a deferred tax asset will not be realized.

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Recent Accounting Pronouncements

Refer to Note 1 to our Consolidated Financial Statements for a description of recent accounting pronouncements including respective dates of adoption and effects on our results of operations and financial condition.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company’s management carried out an evaluation, under the supervision and with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rule 15d-15(e) under the Securities Exchange Act of 1934) as of September 30, 2013. Based upon that evaluation, the chief executive officer along with the chief financial officer concluded that the Company’s disclosure controls and procedures as of September 30, 2013, were effective.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings to which the Company or any of its subsidiaries is a party other than ordinary routine litigation incidental to their respective businesses.

Item 1A. Risk Factors

Not applicable

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

See Exhibit Index

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FIRST COMMUNITY FINANCIAL PARTNERS, INC.
Date: November 13, 2013	/s/ Roy C. Thygesen
	Roy C. Thygesen
	Chief Executive Officer
	(Principal Executive Officer)
Date: November 13, 2013	/s/ Glen L. Stiteley
	Glen L. Stiteley
	Executive Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

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Exhibit Index

31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2	Certification of Chief Financial Officer Pursuant to Rule 12a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
101*	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012; (ii) Consolidated Statements of Operations for the three and nine months ended September 30, 2013 and September 30, 2012; (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2013 and September 30, 2012; (iv) Consolidated Statements of Changes in Shareholders’ Equity for the nine months ended September 30, 2013 and September 30, 2012; (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and September 30, 2012; and (vi) Notes to Consolidated Financial Statements (Unaudited).
	* As provided in Rule 406T of Regulation S-T, this information shall not be deemed “filed” for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, or otherwise subject to liability under those sections.

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