UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
   
FORM 10-Q
(Mark one)
S
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended September 30, 2017

OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______________ to _______________
 
Commission File Number 000-30707

First Northern Community Bancorp
(Exact name of registrant as specified in its charter)

California
 
68-0450397
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)

195 N. First Street, Dixon, California
 
95620
(Address of principal executive offices)
 
(Zip Code)

707-678-3041
(Registrant's telephone number including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or Section 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  
No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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  
No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
Accelerated filer
Non-accelerated filer  (Do not check if a smaller reporting company)
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

Yes  
No  

The number of shares of Common Stock outstanding as of October 27, 2017  was 11,172,640.
1

FIRST NORTHERN COMMUNITY BANCORP
 
INDEX

 
Page
PART I   – Financial Information
3
ITEM I. – Financial Statements (Unaudited)
3
Condensed Consolidated Balance Sheets (Unaudited)
3
Condensed Consolidated Statements of Income (Unaudited)
4
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
5
Condensed Consolidated Statement of Stockholders' Equity (Unaudited)
6
Condensed Consolidated Statements of Cash Flows (Unaudited)
7
Notes to Condensed Consolidated Financial Statements
8
ITEM 2. – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
34
ITEM 3. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
51
ITEM 4. – CONTROLS AND PROCEDURES
51
PART II – OTHER INFORMATION
51
ITEM 1. – LEGAL PROCEEDINGS
51
ITEM 1A. – RISK FACTORS
51
ITEM 2. – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
54
ITEM 3. – DEFAULTS UPON SENIOR SECURITIES
54
ITEM 4. – MINE SAFETY DISCLOSURES
54
ITEM 5. – OTHER INFORMATION
54
ITEM 6. – EXHIBITS
54
SIGNATURES
55

2

PART I – FINANCIAL INFORMATION
 
FIRST NORTHERN COMMUNITY BANCORP
 
ITEM I.    – FINANCIAL STATEMENTS (UNAUDITED)
 
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 
(in thousands, except share amounts)
 
September 30, 2017
   
December 31, 2016
 
 
           
Assets
           
 
           
Cash and cash equivalents
 
$
150,156
   
$
159,643
 
Certificates of deposit
   
3,968
     
16,213
 
Investment securities – available-for-sale
   
302,255
     
277,079
 
Loans, net of allowance for loan losses of $11,563 at September 30, 2017 and $10,899 at December 31, 2016
   
693,066
     
669,770
 
Loans held-for-sale
   
1,811
     
3,326
 
Stock in Federal Home Loan Bank and other equity securities, at cost
   
5,567
     
4,409
 
Premises and equipment, net
   
6,383
     
7,304
 
Interest receivable and other assets
   
29,644
     
29,019
 
 
               
Total Assets
 
$
1,192,850
   
$
1,166,763
 
 
               
Liabilities and Stockholders' Equity
               
 
               
Liabilities:
               
 
               
Demand deposits
 
$
361,969
   
$
362,688
 
Interest-bearing transaction deposits
   
303,075
     
293,343
 
Savings and MMDA's
   
338,220
     
331,730
 
Time, $250,000 or less
   
57,554
     
60,677
 
Time, over $250,000
   
20,014
     
15,258
 
Total deposits
   
1,080,832
     
1,063,696
 
 
               
Interest payable and other liabilities
   
11,374
     
10,769
 
 
               
Total Liabilities
   
1,092,206
     
1,074,465
 
 
               
Stockholders' Equity:
               
Common stock, no par value; 16,000,000 shares authorized; 11,172,640 shares issued and outstanding at September 30, 2017 and 11,148,446 shares issued and outstanding at December 31, 2016
   
79,574
     
79,114
 
Additional paid-in capital
   
977
     
977
 
Retained earnings
   
22,201
     
14,557
 
Accumulated other comprehensive loss, net
   
(2,108
)
   
(2,350
)
Total Stockholders' Equity
   
100,644
     
92,298
 
 
               
Total Liabilities and Stockholders' Equity
 
$
1,192,850
   
$
1,166,763
 

See notes to unaudited condensed consolidated financial statements.
 
3

FIRST NORTHERN COMMUNITY BANCORP
 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share amounts)
 
Three months ended
September 30, 2017
   
Three months ended
September 30, 2016
   
Nine months ended
September 30, 2017
   
Nine months ended
September 30, 2016
 
Interest and dividend income:
                       
Loans
 
$
8,394
   
$
7,771
   
$
24,566
   
$
22,802
 
Due from banks interest bearing accounts
   
419
     
215
     
1,042
     
676
 
Investment securities
                               
Taxable
   
1,252
     
913
     
3,545
     
2,577
 
Non-taxable
   
61
     
66
     
209
     
202
 
Other earning assets
   
93
     
97
     
284
     
274
 
Total interest and dividend income
   
10,219
     
9,062
     
29,646
     
26,531
 
Interest expense:
                               
Deposits
   
272
     
289
     
792
     
848
 
Total interest expense
   
272
     
289
     
792
     
848
 
Net interest income
   
9,947
     
8,773
     
28,854
     
25,683
 
Provision for loan losses
   
     
450
     
600
     
1,350
 
Net interest income after provision for loan losses
   
9,947
     
8,323
     
28,254
     
24,333
 
Non-interest income:
                               
Service charges on deposit accounts
   
532
     
510
     
1,445
     
1,536
 
Gains on sales of other real estate owned
   
     
     
     
4
 
Gains on sales of loans held-for-sale
   
123
     
234
     
418
     
596
 
Investment and brokerage services income
   
157
     
139
     
445
     
401
 
Mortgage brokerage income
   
32
     
9
     
75
     
31
 
Loan servicing income
   
98
     
(49
)
   
364
     
171
 
Fiduciary activities income
   
122
     
108
     
365
     
326
 
Debit card income
   
508
     
499
     
1,476
     
1,467
 
Gains (losses) on sales/calls of available-for-sale securities
   
2
     
(21
)
   
(14
)
   
(7
)
Gain on sale-leaseback of real estate
   
     
     
1,187
     
 
Other income
   
206
     
228
     
619
     
672
 
Total non-interest income
   
1,780
     
1,657
     
6,380
     
5,197
 
Non-interest expenses:
                               
Salaries and employee benefits
   
4,445
     
4,039
     
13,649
     
12,323
 
Occupancy and equipment
   
747
     
758
     
2,136
     
2,247
 
Data processing
   
430
     
421
     
1,269
     
1,180
 
Stationery and supplies
   
85
     
91
     
263
     
275
 
Advertising
   
80
     
90
     
226
     
233
 
Directors' fees
   
86
     
77
     
221
     
212
 
Other real estate owned expense
   
4
     
     
3
     
1
 
Other expense
   
1,284
     
1,123
     
4,117
     
3,755
 
Total non-interest expenses
   
7,161
     
6,599
     
21,884
     
20,226
 
Income before provision for income taxes
   
4,566
     
3,381
     
12,750
     
9,304
 
Provision for income taxes
   
1,766
     
1,362
     
4,889
     
3,519
 
 
                               
Net income
 
$
2,800
   
$
2,019
   
$
7,861
   
$
5,785
 
 
                               
Basic earnings per common share
 
$
0.25
   
$
0.18
   
$
0.71
   
$
0.52
 
Diluted earnings per common share
 
$
0.25
   
$
0.18
   
$
0.70
   
$
0.52
 

See notes to unaudited condensed consolidated financial statements.

4

FIRST NORTHERN COMMUNITY BANCORP
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
 
(in thousands)
 
Three months ended
September 30, 2017
   
Three months ended
September 30, 2016
   
Nine months ended
September 30, 2017
   
Nine months ended
September 30, 2016
 
Net income
 
$
2,800
   
$
2,019
   
$
7,861
   
$
5,785
 
Other comprehensive income (loss), net of tax:
                               
Unrealized holding gains arising during the period, net of tax effect of $116 and $(265) for the three months ended September 30, 2017 and September 30, 2016, respectively, and $186 and $347 for the nine months ended September 30, 2017 and September 30, 2016, respectively
   
176
     
(401
)
   
280
     
519
 
Less: reclassification adjustment due to (gains) losses realized on sales of securities, net of tax effect of $(1) and $8 for the three months ended September 30, 2017 and September 30, 2016, respectively, and $6 and $3 for the nine months ended September 30, 2017 and September 30, 2016, respectively
   
(1
)
   
13
     
8
     
4
 
Directors' and officers' retirement plan equity adjustments, net of tax effect of $0 for the three months ended September 30, 2017 and September 30, 2016, and $(31) and $0 for the nine months ended September 30, 2017 and September 30, 2016, respectively
   
     
     
(46
)
   
 
Other comprehensive income (loss), net of tax
 
$
175
   
$
(388
)
 
$
242
   
$
523
 
 
                               
Comprehensive income
 
$
2,975
   
$
1,631
   
$
8,103
   
$
6,308
 

See notes to unaudited condensed consolidated financial statements.

5

FIRST NORTHERN COMMUNITY BANCORP
 
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
 
(in thousands, except share data)
 
 
 
Common Stock
                     
 
 
Shares
   
Amounts
   
Additional
Paid-in
Capital
   
Retained
Earnings
   
Accumulated
Other
Comprehensive
Loss
   
Total
 
 
                                   
Balance at December 31, 2015
   
10,676,557
   
$
73,764
   
$
977
   
$
11,603
   
$
(495
)
 
$
85,849
 
Net income
                           
8,051
             
8,051
 
Other comprehensive loss, net of taxes
                                   
(1,855
)
   
(1,855
)
Stock dividend adjustment
   
505
     
4
             
(4
)
           
 
4% stock dividend declared in 2017
   
428,786
     
5,088
             
(5,088
)
           
 
Cash in lieu of fractional shares
   
(101
)
                   
(5
)
           
(5
)
Stock-based compensation
           
286
                             
286
 
Tax deficiency related to expired, vested non-qualified stock options
           
(114
)
                           
(114
)
Common shares issued related to restricted stock grants
   
34,976
     
61
                             
61
 
Stock options exercised
   
7,723
     
25
                             
25
 
 
Balance at December 31, 2016
   
11,148,446
   
$
79,114
   
$
977
   
$
14,557
   
$
(2,350
)
 
$
92,298
 
Net income
                           
7,861
             
7,861
 
Other comprehensive income, net of taxes
                                   
242
     
242
 
Stock dividend adjustment
   
289
     
207
             
(207
)
           
 
Cash in lieu of fractional shares
   
(129
)
                   
(10
)
           
(10
)
Stock-based compensation
           
253
                             
253
 
Common shares issued related to restricted stock grants, net of restricted stock reversals
   
24,034
     
                             
 
Balance at September 30, 2017
   
11,172,640
   
$
79,574
   
$
977
   
$
22,201
   
$
(2,108
)
 
$
100,644
 

See notes to unaudited condensed consolidated financial statements.

6

FIRST NORTHERN COMMUNITY BANCORP
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
 
 
(in thousands)
 
 
 
Nine months ended September 30, 2017
   
Nine months ended September 30, 2016
 
Cash Flows From Operating Activities
           
Net income
 
$
7,861
   
$
5,785
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
   
449
     
469
 
Accretion and amortization of investment securities premiums and discounts, net
   
2,751
     
2,197
 
Valuation adjustment on mortgage servicing rights
   
(21
)
   
169
 
Increase in deferred loan origination fees and costs, net
   
237
     
14
 
Provision for loan losses
   
600
     
1,350
 
Stock-based compensation
   
253
     
208
 
Losses (gain) on sales/calls of available-for-sale securities
   
14
     
7
 
Gain on sale-leaseback of real estate
   
(1,187
)
   
 
Gains on sales of other real estate owned
   
     
(4
)
Gains on sales of loans held-for-sale
   
(418
)
   
(596
)
Proceeds from sales of loans held-for-sale
   
21,823
     
28,423
 
Originations of loans held-for-sale
   
(19,890
)
   
(29,668
)
Changes in assets and liabilities:
               
Increase in interest receivable and other assets
   
(765
)
   
(1,283
)
Increase (decrease) in interest payable and other liabilities
   
528
     
(429
)
Net cash provided by operating activities
   
12,235
     
6,642
 
                 
Cash Flows From Investing Activities
               
Proceeds from calls or maturities of available-for-sale securities
   
8,075
     
31,464
 
Proceeds from sales of available-for-sale securities
   
462
     
756
 
Principal repayments on available-for-sale securities
   
37,130
     
25,409
 
Purchase of available-for-sale securities
   
(73,128
)
   
(133,414
)
Net decrease (increase) in certificates of deposit
   
12,245
     
(60
)
Net increase in loans
   
(24,133
)
   
(39,974
)
Net increase in stock in Federal Home Loan Bank and other equity securities, at cost
   
(1,158
)
   
(475
)
Proceeds from sale of other real estate owned
   
     
221
 
Proceeds from sale of bank premises and equipment
   
2,868
     
 
Purchases of bank premises and equipment, net
   
(1,209
)
   
(888
)
Net cash used in investing activities
   
(38,848
)
   
(116,961
)
 
               
Cash Flows From Financing Activities
               
Net increase in deposits
   
17,136
     
68,411
 
Cash dividends paid in lieu of fractional shares
   
(10
)
   
(5
)
Stock options exercised
   
     
25
 
Net cash provided by financing activities
   
17,126
     
68,431
 
                 
Net decrease in Cash and Cash Equivalents
   
(9,487
)
   
(41,888
)
Cash and Cash Equivalents , beginning of period
   
159,643
     
200,797
 
Cash and Cash Equivalents, end of period
 
$
150,156
   
$
158,909
 
 
               
Supplemental Disclosures of Cash Flow Information:
               
Cash paid during the period for:
               
Interest
 
$
775
   
$
819
 
Income taxes
 
$
5,115
   
$
3,940
 
Supplemental disclosures of non-cash investing and financing activities:
               
Stock dividend distributed
 
$
5,295
   
$
3,351
 
Transfer of loans held-for-investment to other real estate owned
 
$
   
$
217
 
Decrease in directors' & officers' retirement plan equity adjustment, net of tax
 
$
(46
)
 
$
 
Change in unrealized holding gains (losses) on available for sale securities, net of taxes
 
$
288
   
$
523
 
 See notes to unaudited condensed consolidated financial statements.
7

FIRST NORTHERN COMMUNITY BANCORP
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
September 30, 2017 and 2016 and December 31, 2016
 
1.
BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of First Northern Community Bancorp (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Articles 9 and 10 of Regulation S-X.  Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  The results of operations for any interim period are not necessarily indicative of results expected for the full year.  These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the Securities and Exchange Commission.  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as reported amounts of revenue and expense during the reporting period.  Actual results could differ from those estimates.  All material intercompany balances and transactions have been eliminated in consolidation.

2.
ACCOUNTING POLICIES

The most significant accounting policies followed by the Company are presented in Note 1 to the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, Management has identified the allowance for loan losses accounting to be the accounting area requiring the most subjective or complex judgments, and as such could be most subject to revision as new information becomes available. A discussion of the factors affecting accounting for the allowance for loan losses is included in the "Asset Quality" and "Allowance for Loan Loss" discussions below. Certain amounts in prior periods have been reclassified to conform to the current presentation.

Application of these principles requires the Company to make certain estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Certain accounting policies inherently have a greater reliance on the use of estimates, assumptions and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment writedown or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available.

Recently Issued Accounting Pronouncements:

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606).   ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. ASU 2014-09 was initially effective for the Company's reporting period beginning on January 1, 2017. However, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date, which defers the effective date by one year.  For financial reporting purposes, the standard allows for either a full retrospective or modified retrospective adoption. The FASB has also issued additional updates to provide further clarification to specific implementation issues associated with ASU 2014-09. These updates include ASU 2016-08, Principal versus Agent Considerations, ASU 2016-10, Identifying Performance Obligations and Licensing, ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, and ASU 2016-20, Technical Corrections and Improvements to Topic 606. Our revenue is comprised of net interest income on financial assets and financial liabilities, which is explicitly excluded from the scope of ASU 2014-09, and non-interest income. We expect that ASU 2014-09 will require us to change how we recognize certain recurring revenue streams; however, we do not expect these changes to have a material impact on non-interest income. We are finalizing the adoption of ASU 2014-09 and do not expect a material impact on our financial statements. We expect to adopt the standard beginning January 1, 2018 under the modified retrospective approach with a cumulative effect adjustment to opening retained earnings, if such adjustment is deemed to be significant.

8

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842).   The amendments in ASU 2016-02, among other things, require lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date:

A lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and
A right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term.

The amendments in this ASU are effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company currently leases ten properties.  The effect to the Company's financial statements will be a recordation of a lease liability and a right-of-use asset.  Management has not yet quantified the lease liability and right-of-use asset and is currently evaluating the impact of this ASU on the Company's consolidated financial statements. 

In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.   The amendments in ASU 2016-13, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.  Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates.  Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses.  In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.  The amendments are effective for public companies for annual periods beginning after December 15, 2019.  Early application will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.  Management is currently gathering data required to measure expected credit losses in accordance with this ASU, and will then evaluate the impact of this ASU on the Company's consolidated financial statements.  While the Company has not quantified the impact of this ASU, it does expect changing from the current loss model to an expected loss model to result in an earlier recognition of losses.

In January 2017, FASB issued ASU 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business.   The amendments in ASU 2017-01 clarify the definition and provide a more robust framework to use in determining when a set of assets and activities constitutes a business.  ASU 2017-01 is intended to provide guidance when evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses.  The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those annual periods.  The Company does not expect the adoption of this update to have a significant impact on its consolidated financial statements.

In January 2017, FASB issued ASU 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings.   These amendments apply to ASU 2014-9 (Revenue from Contracts with Customers), ASU 2016-02 (Leases), and ASU 2016-13 (Financial Instruments - Credit Losses).

In March 2017, FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.   The amendments require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented.  The amendments also allow only the service cost component to be eligible for capitalization when applicable.  The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods.  The Company does not expect the adoption of this update to have a significant impact on its consolidated financial statements.

In March 2017, FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities. The amendments shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity.  The amendments are effective for public companies for annual periods beginning after December 15, 2018, including interim periods within those annual periods.  The Company does not expect the adoption of this update to have a significant impact on its consolidated financial statements.

9

In May 2017, FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.   The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718.  The amendments are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those annual periods.  The Company does not expect the adoption of this update to have a significant impact on its consolidated financial statements.

In July 2017, FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception.   These amendments simplify the accounting for certain financial instruments with down round features.  The amendments are effective for public companies for annual periods beginning after December 15, 2018, including interim periods within those annual periods.  The Company currently does not have any financial instruments with down round features and therefore does not expect the adoption of this update to have a significant impact on its consolidated financial statements.
10


3.    INVESTMENT SECURITIES

The amortized cost, unrealized gains and losses and estimated fair values of investments in debt and other securities at September 30, 2017 are summarized as follows:

(in thousands)
 
Amortized cost
   
Unrealized gains
   
Unrealized losses
   
Estimated fair value
 
 
                       
Investment securities available-for-sale:
                       
U.S. Treasury Securities
 
$
28,621
   
$
   
$
(81
)
 
$
28,540
 
Securities of U.S. government agencies and corporations
   
22,363
     
3
     
(142
)
   
22,224
 
Obligations of states and political subdivisions
   
24,438
     
275
     
(88
)
   
24,625
 
Collateralized mortgage obligations
   
71,385
     
2
     
(1,011
)
   
70,376
 
Mortgage-backed securities
   
157,764
     
209
     
(1,483
)
   
156,490
 
 
                               
Total debt securities
 
$
304,571
   
$
489
   
$
(2,805
)
 
$
302,255
 

The amortized cost, unrealized gains and losses and estimated fair values of investments in debt and other securities at December 31, 2016 are summarized as follows:
 
(in thousands)
 
Amortized
cost
   
Unrealized
gains
   
Unrealized
losses
   
Estimated fair
value
 
 
                       
Investment securities available-for-sale:
                       
U.S. Treasury Securities
 
$
28,738
   
$
2
   
$
(88
)
 
$
28,652
 
Securities of U.S. government agencies and corporations
   
24,382
     
2
     
(187
)
   
24,197
 
Obligations of states and political subdivisions
   
30,870
     
271
     
(253
)
   
30,888
 
Collateralized mortgage obligations
   
51,002
     
1
     
(1,065
)
   
49,938
 
Mortgage-backed securities
   
144,883
     
280
     
(1,759
)
   
143,404
 
 
                               
Total debt securities
 
$
279,875
   
$
556
   
$
(3,352
)
 
$
277,079
 

The Company had $5,800,000 and $8,537,000 in proceeds from sales/calls of available-for-sale securities for the three and nine months ended September 30, 2017, respectively.  The Company had $10,760,000 and $31,464,000 in proceeds from sales/calls of available-for-sale securities for the three and nine months ended September 30, 2016.  Gross realized gains on sales of available-for-sale securities were $2,000 for the three and nine months ended September 30, 2017.  Gross realized gains from sales of available-for-sale securities were $1,000 and $15,000 for the three and nine months ended September 30, 2016, respectively.  Gross realized losses from sales/calls of available-for-sale securities were $0 and $(16,000) for the three and nine months ended September 30, 2017, respectively.  Gross realized losses on sales/calls of available-for-sale securities were $(22,000) for the three and nine months ended September 30, 2016.

The amortized cost and estimated market value of debt and other securities at September 30, 2017, by contractual and expected maturity, are shown in the following table:
 
(in thousands)
 
Amortized
cost
   
Estimated
fair value
 
 
           
Maturity in years:
           
Due in one year or less
 
$
28,811
   
$
28,792
 
Due after one year through five years
   
41,325
     
41,114
 
Due after five years through ten years
   
5,286
     
5,483
 
Due after ten years
   
     
 
Subtotal 
   
75,422
     
75,389
 
MBS & CMO
   
229,149
     
226,866
 
Total
 
$
304,571
   
$
302,255
 


Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.   In addition, factors such as prepayments and interest rates may affect the yield on the carrying value of mortgage-related securities.

11

An analysis of gross unrealized losses of the available-for-sale investment securities portfolio as of September 30, 2017, follows:

 
 
Less than 12 months
   
12 months or more
   
Total
 
(in thousands)
 
Fair Value
   
Unrealized
losses
   
Fair Value
   
Unrealized
losses
   
Fair Value
   
Unrealized
losses
 
                                     
U.S. Treasury securities
 
$
28,539
   
$
(81
)
 
$
   
$
   
$
28,539
   
$
(81
)
Securities of U.S. government agencies and corporations
   
20,221
     
(142
)
   
     
     
20,221
     
(142
)
Obligations of states and political subdivisions
   
12,051
     
(80
)
   
2,668
     
(8
)
   
14,719
     
(88
)
Collateralized Mortgage obligations
   
60,649
     
(865
)
   
7,216
     
(146
)
   
67,865
     
(1,011
)
Mortgage-backed securities
   
88,329
     
(722
)
   
40,835
     
(761
)
   
129,164
     
(1,483
)
 
                                               
Total
 
$
209,789
   
$
(1,890
)
 
$
50,719
   
$
(915
)
 
$
260,508
   
$
(2,805
)

No decline in value was considered "other-than-temporary" during the first nine months of 2017.  One hundred fifty securities, all considered investment grade, which had a fair value of $209,789,000 and a total unrealized loss of $1,890,000, have been in an unrealized loss position for less than twelve months as of September 30, 2017.  Thirty nine securities, all considered investment grade, which had a fair value of $50,719,000 and a total unrealized loss of $915,000, have been in an unrealized loss position for more than twelve months as of September 30, 2017.  The declines in fair value were attributable to changes in interest rates.  We have evaluated the credit ratings of our investment securities and their issuer and/or insurers, and based on this evaluation have determined that no investment security in our investment portfolio was other-than-temporarily impaired as of September 30, 2017. As the Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell these securities prior to their anticipated recovery, these investments are not considered other-than-temporarily impaired.

An analysis of gross unrealized losses of the available-for-sale investment securities portfolio as of December 31, 2016, follows:

 
                       
 
Less than 12 months
 
12 months or more
 
Total
 
 
Fair Value
 
Unrealized
losses
 
Fair Value
 
Unrealized
losses
 
Fair Value
 
Unrealized
losses
 
 
                       
U.S. Treasury Securities
 
$
23,564
   
$
(88
)
 
$
   
$
   
$
23,564
   
$
(88
)
Securities of U.S. government agencies and corporations
   
22,195
     
(187
)
   
     
     
22,195
     
(187
)
Obligations of states and political subdivisions
   
16,168
     
(245
)
   
996
     
(8
)
   
17,164
     
(253
)
Collateralized Mortgage obligations
   
49,805
     
(1,065
)
   
     
     
49,805
     
(1,065
)
Mortgage-backed securities
   
109,092
     
(1,678
)
   
4,829
     
(81
)
   
113,921
     
(1,759
)
 
                                               
Total
 
$
220,824
   
$
(3,263
)
 
$
5,825
   
$
(89
)
 
$
226,649
   
$
(3,352
)

Investment securities carried at $34,428,000 and $38,152,000 at September 30, 2017 and December 31, 2016, respectively, were pledged to secure public deposits or for other purposes as required or permitted by law.
12

4.    LOANS

The composition of the Company's loan portfolio, by loan class, as of September 30, 2017  and December 31, 2016 was as follows:
 
($ in thousands)
 
September 30, 2017
   
December 31, 2016
 
 
           
Commercial
 
$
123,656
   
$
126,311
 
Commercial Real Estate
   
366,350
     
344,210
 
Agriculture
   
109,140
     
101,905
 
Residential Mortgage
   
42,844
     
40,237
 
Residential Construction
   
21,969
     
23,650
 
Consumer
   
39,801
     
43,250
 
 
               
 
   
703,760
     
679,563
 
Allowance for loan losses
   
(11,563
)
   
(10,899
)
Net deferred origination fees and costs
   
869
     
1,106
 
 
               
Loans, net
 
$
693,066
   
$
669,770
 

The Company manages asset quality and credit risk by maintaining diversification in its loan portfolio and through review processes that include analysis of credit requests and ongoing examination of outstanding loans and delinquencies, with particular attention to portfolio dynamics and loan mix.  The Company strives to identify loans experiencing difficulty early enough to correct the problems, to record charge-offs promptly based on realistic assessments of collectability and current collateral values and to maintain an adequate allowance for loan losses at all times.   Asset quality reviews of loans and other non-performing assets are administered using credit risk rating standards and criteria similar to those employed by state and federal banking regulatory agencies.

Commercial loans, whether secured or unsecured, generally are made to support the short-term operations and other needs of small businesses.  These loans are generally secured by the receivables, equipment, and other real property of the business and are susceptible to the related risks described above.  Problem commercial loans are generally identified by periodic review of financial information that may include financial statements, tax returns, and payment history of the borrower.  Based on this information, the Company may decide to take any of several courses of action, including demand for repayment, requiring the borrower to provide a significant principal payment and/or additional collateral or requiring similar support from guarantors. Notwithstanding, when repayment becomes unlikely based on the borrower's income and cash flow, repossession or foreclosure of the underlying collateral may become necessary.  Collateral values may be determined by appraisals obtained through Bank-approved, licensed appraisers, qualified independent third parties, purchase invoices, or other appropriate documentation.

Commercial real estate loans generally fall into two categories, owner-occupied and non-owner occupied.  Loans secured by owner-occupied real estate are primarily susceptible to changes in the market conditions of the related business.  This may be driven by, among other things, industry changes, geographic business changes, changes in the individual financial capacity of the business owner, general economic conditions and changes in business cycles. These same risks apply to Commercial loans whether secured by equipment, receivables or other personal property or unsecured.  Losses on loans secured by owner occupied real estate, equipment, or other personal property generally are dictated by the value of underlying collateral at the time of default and liquidation of the collateral.  When default is driven by issues related specifically to the business owner, collateral values tend to provide better repayment support and may result in little or no loss. Alternatively, when default is driven by more general economic conditions, underlying collateral generally has devalued more and results in larger losses due to default.  Loans secured by non-owner occupied real estate are primarily susceptible to risks associated with swings in occupancy or vacancy and related shifts in lease rates, rental rates or room rates. Most often, these shifts are a result of changes in general economic or market conditions or overbuilding and resulting over-supply of space.  Losses are dependent on the value of underlying collateral at the time of default.  Values are generally driven by these same factors and influenced by interest rates and required rates of return as well as changes in occupancy costs.  Collateral values may be determined by appraisals obtained through Bank-approved, licensed appraisers, qualified independent third parties, sales invoices, or other appropriate means.

Agricultural loans, whether secured or unsecured, generally are made to producers and processors of crops and livestock.  Repayment is primarily from the sale of an agricultural product or service.  Agricultural loans are generally secured by inventory, receivables, equipment, and other real property.  Agricultural loans primarily are susceptible to changes in market demand for specific commodities.  This may be exacerbated by, among other things, industry changes, changes in the individual financial capacity of the business owner, general economic conditions and changes in business cycles, as well as adverse weather conditions such as drought or floods.  Problem agricultural loans are generally identified by periodic review of financial information that may include financial statements, tax returns, crop budgets, payment history, and crop inspections.  Based on this information, the Company may decide to take any of several courses of action, including demand for repayment, requiring the borrower to provide a significant principal payment and/or additional collateral or requiring similar support from guarantors. Notwithstanding, when repayment becomes unlikely based on the borrower's income and cash flow, repossession or foreclosure of the underlying collateral may become necessary.

13

Residential mortgage loans, which are secured by real estate, are primarily susceptible to four risks; non-payment due to diminished or lost income, over-extension of credit, a lack of borrower's cash flow to sustain payments, and shortfalls in collateral value.  In general, non-payment is usually due to loss of employment and follows general economic trends in the economy, particularly the upward movement in the unemployment rate, loss of collateral value, and demand shifts.

Construction loans, whether owner-occupied or non-owner occupied residential development loans, are not only susceptible to the related risks described above but the added risks of construction, including cost over-runs, mismanagement of the project, or lack of demand and market changes experienced at time of completion.  Losses are primarily related to underlying collateral value and changes therein as described above.  Problem construction loans are generally identified by periodic review of financial information that may include financial statements, tax returns and payment history of the borrower.  Based on this information, the Company may decide to take any of several courses of action, including demand for repayment, requiring the borrower to provide a significant principal payment and/or additional collateral or requiring similar support from guarantors, or repossession or foreclosure of the underlying collateral.  Collateral values may be determined by appraisals obtained through Bank-approved, licensed appraisers, qualified independent third parties, purchase invoices, or other appropriate documentation.

Consumer loans, whether unsecured or secured, are primarily susceptible to four risks: non-payment due to diminished or lost income, over-extension of credit, a lack of borrower's cash flow to sustain payments, and shortfall in collateral value.  In general, non-payment is usually due to loss of employment and will follow general economic trends in the economy, particularly the upward movements in the unemployment rate, loss of collateral value, and demand shifts.  

Collateral values may be determined by appraisals obtained through Bank-approved, licensed appraisers, qualified independent third parties, purchase invoices, or other appropriate documentation.  Collateral valuations are obtained at origination of the credit and periodically thereafter (generally annually but may be more frequent depending on the collateral type), once repayment is questionable, and the loan has been deemed classified.

As of September 30, 2017, approximately 52% in principal amount of the Company's loans were secured by commercial real estate, consisting primarily of loans secured by commercial properties and construction and land development loans.  Approximately 6% in principal amount of the Company's loans were residential mortgage loans.  Approximately 3% in principal amount of the Company's loans were residential construction loans.  Approximately 15% in principal amount of the Company's loans were for agriculture and 18% in principal amount of the Company's loans were for general commercial uses including professional, retail and small businesses.  Approximately 6% in principal amount of the Company's loans were consumer loans.

Once a loan becomes delinquent and repayment becomes questionable, a Company collection officer will address collateral shortfalls with the borrower and attempt to obtain additional collateral or a principal payment.  If this is not forthcoming and payment of principal and interest in accordance with the contractual terms of the loan agreement becomes unlikely, the Company will consider the loan to be impaired and will estimate its probable loss, using the present value of future cash flows discounted at the loan's effective interest rate, the loan's observable market price, or the fair value of the collateral if the loan is collateral dependent.  For collateral dependent loans, the Company will obtain an updated valuation of the underlying collateral less estimated costs of sale, and charge-off the loan down to the estimated net realizable amount.  Depending on the length of time until final collection, the Company may periodically revalue the estimated loss and take additional charge-offs or specific reserves as warranted. Revaluations may occur as often as every 3-12 months depending on the underlying collateral and volatility of values.  Final charge-offs or recoveries are taken when the collateral is liquidated and the actual loss is confirmed.  Unpaid balances on loans after or during collection and liquidation may also be pursued through legal action and attachment of wages or judgment liens on the borrower's other assets.

At September 30, 2017 and December 31, 2016, all loans were pledged under a blanket collateral lien to secure actual and potential borrowings from the Federal Home Loan Bank ("FHLB") and the Federal Reserve Bank.
 
14

Non-accrual and Past Due Loans

The Company's loans by delinquency and non-accrual status, as of September 30, 2017 and December 31, 2016, were as follows:
   
($ in thousands)
 
Current & Accruing
   
30-59 Days Past Due & Accruing
   
60-89 Days Past Due & Accruing
   
90 Days or
more Past Due & Accruing
   
Nonaccrual
   
Total Loans
 
September 30, 2017
                                   
Commercial
 
$
122,624
   
$
515
   
$
   
$
   
$
517
   
$
123,656
 
Commercial Real Estate
   
363,725
     
105
     
     
755
     
1,765
     
366,350
 
Agriculture
   
109,140
     
     
     
     
     
109,140
 
Residential Mortgage
   
42,368
     
351
     
     
     
125
     
42,844
 
Residential Construction
   
21,969
     
     
     
     
     
21,969
 
Consumer
   
39,383
     
42
     
2
     
     
374
     
39,801
 
Total
 
$
699,209
   
$
1,013
   
$
2
   
$
755
   
$
2,781
   
$
703,760
 
 
                                               
December 31, 2016
                                               
Commercial
 
$
121,311
   
$
   
$
   
$
   
$
5,000
   
$
126,311
 
Commercial Real Estate
   
343,186
     
484
     
     
     
540
     
344,210
 
Agriculture
   
101,905
     
     
     
     
     
101,905
 
Residential Mortgage
   
39,463
     
     
120
     
     
654
     
40,237
 
Residential Construction
   
23,650
     
     
     
     
     
23,650
 
Consumer
   
43,106
     
     
41
     
     
103
     
43,250
 
Total
 
$
672,621
   
$
484
   
$
161
   
$
   
$
6,297
   
$
679,563
 
 
Non-accrual loans amounted to $2,781,000 at September 30, 2017 and were comprised of two commercial loans totaling $517,000, three commercial real estate loans totaling $1,765,000, two residential mortgage loans totaling $125,000, and one consumer loan totaling $374,000.  Non-accrual loans amounted to $6,297,000 at December 31, 2016 and were comprised of one commercial loan totaling $5,000,000, two commercial real estate loans totaling $540,000, three residential mortgage loans totaling $654,000, and one consumer loan totaling $103,000.  All non-accrual loans are measured for impairment based upon the present value of future cash flows discounted at the loan's effective interest rate, the loan's observable market price, or the fair value of collateral, if the loan is collateral dependent.  If the measurement of the non-accrual loan is less than the recorded investment in the loan, an impairment is recognized through the establishment of a specific reserve sufficient to cover expected losses and/or a charge-off against the allowance for loan losses. If the loan is considered to be collateral dependent, it is generally the Company's policy to charge-off the portion of any non-accrual loan that the Company does not expect to collect by writing the loan down to the estimated net realizable value of the underlying collateral.  There were no commitments to lend additional funds to borrowers whose loans were on non-accrual status at September 30, 2017.
 
15

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 all amounts due according to the contractual terms of the loan agreement, including scheduled interest payments.  Loans to be considered for impairment include non-accrual loans, troubled debt restructurings and loans with a risk rating of 6 (substandard) or worse.  Once identified, impaired loans are measured individually for impairment using one of three methods:  present value of expected cash flows discounted at the loan's effective interest rate; the loan's observable market price; or fair value of collateral if the loan is collateral dependent.  In general, any portion of the recorded investment in a collateral dependent loan in excess of the fair value of the collateral that can be identified as uncollectible, and is, therefore, deemed a confirmed loss, is promptly charged-off against the allowance for loan losses.

Impaired loans, segregated by loan class, as of September 30, 2017 and December 31, 2016 were as follows:
 
($ in thousands)
 
Unpaid
Contractual
Principal
Balance
   
Recorded
Investment with
no Allowance
   
Recorded
Investment with
Allowance
   
Total Recorded
Investment
   
Related
Allowance
 
September 30, 2017
                             
Commercial
 
$
3,297
   
$
517
   
$
2,660
   
$
3,177
   
$
59
 
Commercial Real Estate
   
2,888
     
1,765
     
1,031
     
2,796
     
40
 
Agriculture
   
     
     
     
     
 
Residential Mortgage
   
2,653
     
125
     
2,300
     
2,425
     
564
 
Residential Construction
   
659
     
     
659
     
659
     
79
 
Consumer
   
589
     
374
     
215
     
589
     
4
 
Total
 
$
10,086
   
$
2,781
   
$
6,865
   
$
9,646
   
$
746
 
 
                                       
December 31, 2016
                                       
Commercial
 
$
5,578
   
$
   
$
5,578
   
$
5,578
   
$
898
 
Commercial Real Estate
   
885
     
540
     
283
     
823
     
39
 
Agriculture
   
     
     
     
     
 
Residential Mortgage
   
3,392
     
654
     
2,380
     
3,034
     
584
 
Residential Construction
   
820
     
     
820
     
820
     
98
 
Consumer
   
708
     
103
     
601
     
704
     
25
 
Total
 
$
11,383
   
$
1,297
   
$
9,662
   
$
10,959
   
$
1,644
 

The average recorded investment in impaired loans and the amount of interest income recognized on impaired loans during the three months ended September 30, 2017 and September 30, 2016 was as follows:
 
($ in thousands)
 
Three Months Ended
September 30, 2017
   
Three Months Ended
September 30, 2016
 
 
 
Average
Recorded
Investment
   
Interest
Income
Recognized
   
Average
Recorded
Investment
   
Interest
Income
Recognized
 
Commercial
 
$
3,359
   
$
91
   
$
3,232
   
$
6
 
Commercial Real Estate
   
2,164
     
4
     
857
     
4
 
Agriculture
   
     
     
     
 
Residential Mortgage
   
2,438
     
23
     
2,973
     
24
 
Residential Construction
   
732
     
9
     
982
     
12
 
Consumer
   
590
     
3
     
768
     
9
 
Total
 
$
9,283
   
$
130
   
$
8,812
   
$
55
 

16

The average recorded investment in impaired loans and the amount of interest income recognized on impaired loans during the nine months ended September 30, 2017 and September 30, 2016 was as follows:
 
($ in thousands)
 
Nine Months Ended
September 30, 2017
   
Nine Months Ended
September 30, 2016
 
 
 
Average
Recorded
Investment
   
Interest
Income
Recognized
   
Average
Recorded
Investment
   
Interest
Income
Recognized
 
Commercial
 
$
4,460
   
$
108
   
$
2,111
   
$
28
 
Commercial Real Estate
   
1,487
     
12
     
966
     
12
 
Agriculture
   
     
     
     
 
Residential Mortgage
   
2,733
     
77
     
3,267
     
71
 
Residential Construction
   
774
     
28
     
991
     
35
 
Consumer
   
620
     
20
     
890
     
62
 
Total
 
$
10,074
   
$
245
   
$
8,225
   
$
208
 

Troubled Debt Restructurings

The Company's loan portfolio includes certain loans that have been modified in a Troubled Debt Restructuring ("TDR"), which are loans on which concessions in terms have been granted because of the borrowers' financial difficulties and, as a result, the Company receives less than the current market-based compensation for the loan.  These concessions may include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions.  Certain TDRs are placed on non-accrual status at the time of restructure and may only be returned to accruing status after considering the borrower's sustained repayment performance for a reasonable period, generally six months.
 
When a loan is modified, it is measured based upon the present value of future cash flows discounted at the contractual interest rate of the original loan agreement, or the fair value of collateral less selling costs if the loan is collateral dependent.  If the value of the modified loan is less than the recorded investment in the loan, impairment is recognized through a specific allowance or a charge-off of the loan.

The Company had $6,484,000 and $9,663,000 in TDR loans as of September 30, 2017 and December 31, 2016, respectively.  Specific reserves for TDR loans totaled $743,000 and $1,644,000 as of September 30, 2017 and December 31, 2016, respectively.  TDR loans performing in compliance with modified terms totaled $6,110,000 and $4,662,000 as of September 30, 2017 and December 31, 2016, respectively.  There were no commitments to advance additional funds on existing TDR loans as of September 30, 2017.

Loans modified as TDRs during the three months ended September 30, 2017 were as follows:

($ in thousands)
Three Months Ended September 30, 2017
 
 
Number of
Contracts
 
Pre-modification
outstanding
recorded
investment
 
Post-
modification
outstanding
recorded
investment
 
Commercial
   
1
   
$
2,410
   
$
2,410
 
Total
   
1
   
$
2,410
   
$
2,410
 

There were no loans modified as TDRs during the three months ended September 30, 2016.

Loans modified as TDRs during the nine months ended September 30, 2017 and September 30, 2016 were as follows:

($ in thousands)
Nine Months Ended September 30, 2017
 
 
Number of
Contracts
 
Pre-modification
outstanding
recorded
investment
 
Post-
modification
outstanding
recorded
investment
 
Commercial
   
1
   
$
2,410
   
$
2,410
 
Total
   
1
   
$
2,410
   
$
2,410
 


 
17

($ in thousands)
Nine Months Ended September 30, 2016
 
 
Number of
Contracts
 
Pre-modification
outstanding
recorded
investment
 
Post-
modification
outstanding
recorded
investment
 
Commercial
   
1
   
$
180
   
$
180
 
Total
   
1
   
$
180
   
$
180
 

Loan modifications generally involve reductions in the interest rate, payment extensions, forgiveness of principal, or forbearance.  The commercial loan that was modified as TDR during the three and nine month periods ended September 30, 2017 involved a payment extension.  The commercial loan that was modified as TDR during the three and nine month periods ended September 30, 2016 involved a reduction of the loan amount.  There were no loans modified as a TDR within the previous 12 months and for which there was a payment default during the three and nine months ended September 30, 2017 and September 30, 2016.


Credit Quality Indicators

All loans are rated using the credit risk ratings and criteria adopted by the Company.  Risk ratings are adjusted as future circumstances warrant.  All credits risk rated 1, 2, 3 or 4 equate to a Pass as indicated by Federal and State bank regulatory agencies; a 5 equates to a Special Mention; a 6 equates to Substandard; a 7 equates to Doubtful; and an 8 equates to a Loss.  For the definitions of each risk rating, see Note 4 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.

The following table presents the risk ratings by loan class as of September 30, 2017 and December 31, 2016:

($ in thousands)
 
Pass
   
Special Mention
   
Substandard
   
Doubtful
   
Loss
   
Total
 
September 30, 2017
                                   
Commercial
 
$
115,345
   
$
7,518
   
$
793
   
$
   
$
   
$
123,656
 
Commercial Real Estate
   
352,396
     
11,434
     
2,520
     
     
     
366,350
 
Agriculture
   
105,941
     
3,154
     
45
     
     
     
109,140
 
Residential Mortgage
   
41,132
     
1,579
     
133
     
     
     
42,844
 
Residential Construction
   
21,969
     
     
     
     
     
21,969
 
Consumer
   
38,888
     
500
     
413
     
     
     
39,801
 
Total
 
$
675,671
   
$
24,185
   
$
3,904
   
$
   
$
   
$
703,760
 
 
                                               
December 31, 2016
                                               
Commercial
 
$
112,656
   
$
7,294
   
$
6,361
   
$
   
$
   
$
126,311
 
Commercial Real Estate
   
331,653
     
11,058
     
1,499
     
     
     
344,210
 
Agriculture
   
101,820
     
     
85
     
     
     
101,905
 
Residential Mortgage
   
37,831
     
1,751
     
655
     
     
     
40,237
 
Residential Construction
   
23,070
     
436
     
144
     
     
     
23,650
 
Consumer
   
41,826
     
547
     
877
     
     
     
43,250
 
Total
 
$
648,856
   
$
21,086
   
$
9,621
   
$
   
$
   
$
679,563
 

18

Allowance for Loan Losses

The following tables detail activity in the allowance for loan losses by loan class for the three and nine months ended September 30, 2017.

Three months ended September 30, 2017
 
($ in thousands)
 
Commercial
   
Commercial
Real Estate
   
Agriculture
   
Residential
Mortgage
   
Residential
Construction
   
Consumer
   
Unallocated
   
Total
 
Balance as of June 30, 2017
 
$
3,060
   
$
4,883
   
$
1,375
   
$
677
   
$
477
   
$
378
   
$
870
   
$
11,720
 
Provision for loan losses
   
(547
)
   
577
     
101
     
(21
)
   
(56
)
   
40
     
(94
)
   
 
 
                                                               
Charge-offs
   
(220
)
   
     
     
     
     
(9
)
   
     
(229
)
Recoveries
   
26
     
     
     
6
     
2
     
38
     
     
72
 
Net (charge-offs) recoveries
   
(194
)
   
     
     
6
     
2
     
29
     
     
(157
)
Balance as of September 30, 2017
 
$
2,319
   
$
5,460
   
$
1,476
   
$
662
   
$
423
   
$
447
   
$
776
   
$
11,563
 

Nine months ended September 30, 2017
 
($ in thousands)
 
Commercial
   
Commercial
Real Estate
   
Agriculture
   
Residential
Mortgage
   
Residential
Construction
   
Consumer
   
Unallocated
   
Total
 
Balance as of December 31, 2016
 
$
3,571
   
$
3,910
   
$
1,262
   
$
660
   
$
440
   
$
498
   
$
558
   
$
10,899
 
Provision for loan losses
   
(1,181
)
   
1,550
     
214
     
(94
)
   
(21
)
   
(86
)
   
218
     
600
 
 
                                                               
Charge-offs
   
(220
)
   
     
     
     
     
(25
)
   
     
(245
)
Recoveries
   
149
     
     
     
96
     
4
     
60
     
     
309
 
Net (charge-offs) recoveries
   
(71
)
   
     
     
96
     
4
     
35
     
     
64
 
Balance as of September 30, 2017
 
$
2,319
   
$
5,460
   
$
1,476
   
$
662
   
$
423
   
$
447
   
$
776
   
$
11,563
 

The following table details the allowance for loan losses allocated to loans individually and collectively evaluated for impairment by loan class as of September 30, 2017.

($ in thousands)
Commercial
 
Commercial
Real Estate
 
Agriculture
 
Residential
Mortgage
 
Residential
Construction
 
Consumer
 
Unallocated
 
Total
 
Period-end amount allocated to:
                               
Loans individually evaluated for impairment
 
$
59
   
$
40
   
$
   
$
564
   
$
79
   
$
4
   
$
   
$
746
 
Loans collectively evaluated for impairment
   
2,260
     
5,420
     
1,476
     
98
     
344
     
443
     
776
     
10,817
 
Ending Balance
 
$
2,319
   
$
5,460
   
$
1,476
   
$
662
   
$
423
   
$
447
   
$
776
   
$
11,563
 

19

The following table details activity in the allowance for loan losses by loan class for the three and nine months ended September 30, 2016.

Three months ended September 30, 2016
 
($ in thousands)
 
Commercial
   
Commercial
Real Estate
   
Agriculture
   
Residential
Mortgage
   
Residential
Construction
   
Consumer
   
Unallocated
   
Total
 
Balance as of June 30, 2016
 
$
3,175
   
$
3,584
   
$
1,150
   
$
690
   
$
390
   
$
555
   
$
486
   
$
10,030
 
Provision for loan losses
   
556
     
92
     
56
     
(25
)
   
7
     
(36
)
   
(200
)
   
450
 
 
                                                               
Charge-offs
   
(187
)
   
     
     
     
     
(17
)
   
     
(204
)
Recoveries
   
6
     
     
     
     
2
     
11
     
     
19
 
Net (charge-offs) recoveries
   
(181
)
   
     
     
     
2
     
(6
)
   
     
(185
)
Balance as of September 30, 2016
 
$
3,550
   
$
3,676
   
$
1,206
   
$
665
   
$
399
   
$
513
   
$
286
   
$
10,295
 
 
Nine months ended September 30, 2016
 
($ in thousands)
 
Commercial
   
Commercial
Real Estate
   
Agriculture
   
Residential
Mortgage
   
Residential
Construction
   
Consumer
   
Unallocated
   
Total
 
Balance as of December 31, 2015
 
$
3,097
   
$
3,343
   
$
1,060
   
$
739
   
$
334
   
$
641
   
$
37
   
$
9,251
 
Provision for loan losses
   
836
     
348
     
65
     
(75
)
   
61
     
(134
)
   
249
     
1,350
 
 
                                                               
Charge-offs
   
(417
)
   
(15
)
   
     
     
     
(52
)
   
     
(484
)
Recoveries
   
34
     
     
81
     
1
     
4
     
58
     
     
178
 
Net (charge-offs) recoveries
   
(383
)
   
(15
)
   
81
     
1
     
4
     
6
     
     
(306
)
Balance as of September 30, 2016
 
$
3,550
   
$
3,676
   
$
1,206
   
$
665
   
$
399
   
$
513
   
$
286
   
$
10,295
 

The following table details the allowance for loan losses allocated to loans individually and collectively evaluated for impairment by loan class as of September 30, 2016.

($ in thousands)
Commercial
 
Commercial
Real Estate
 
Agriculture
 
Residential
Mortgage
 
Residential
Construction
 
Consumer
 
Unallocated
 
Total
 
Period-end amount allocated to:
                               
Loans individually evaluated for impairment
 
$
906
   
$
40
   
$
   
$
591
   
$
105
   
$
38
   
$
   
$
1,680
 
Loans collectively evaluated for impairment
   
2,644
     
3,636
     
1,206
     
74
     
294
     
475
     
286
     
8,615
 
Ending Balance
 
$
3,550
   
$
3,676
   
$
1,206
   
$
665
   
$
399
   
$
513
   
$
286
   
$
10,295
 

20

The following table details activity in the allowance for loan losses and the amount allocated to loans individually and collectively evaluated for impairment as of and for the year ended December 31, 2016.

Year ended December 31, 2016
($ in thousands)
 
Commercial
   
Commercial
Real Estate
   
Agriculture
   
Residential
Mortgage
   
Residential
Construction
   
Consumer
   
Unallocated
   
Total
 
Balance as of December 31, 2015
 
$
3,097
   
$
3,343
   
$
1,060
   
$
739
   
$
334
   
$
641
   
$
37
   
$
9,251
 
Provision for loan losses
   
883
     
582
     
121
     
(67
)
   
101
     
(341
)
   
521
     
1,800
 
 
                                                               
Charge-offs
   
(446
)
   
(15
)
   
     
(13
)
   
     
(65
)
   
     
(539
)
Recoveries
   
37
     
     
81
     
1
     
5
     
263
     
     
387
 
Net (charge-offs) recoveries
   
(409
)
   
(15
)
   
81
     
(12
)
   
5
     
198
     
     
(152
)
Ending Balance
 
$
3,571
   
$
3,910
   
$
1,262
   
$
660
   
$
440
   
$
498
   
$
558
   
$
10,899
 
Period-end amount allocated to:
                                                               
Loans individually evaluated for impairment
 
$
898
   
$
39
   
$
   
$
584
   
$
98
   
$
25
   
$
   
$
1,644
 
Loans collectively evaluated for impairment
   
2,673
     
3,871
     
1,262
     
76
     
342
     
473
     
558
     
9,255
 
Balance as of December 31, 2016
 
$
3,571
   
$
3,910
   
$
1,262
   
$
660
   
$
440
   
$
498
   
$
558
   
$
10,899
 

The Company's investment in loans as of September 30, 2017, September 30, 2016, and December 31, 2016 related to each balance in the allowance for loan losses by loan class and disaggregated on the basis of the Company's impairment methodology was as follows:

($ in thousands)
 
Commercial
   
Commercial
Real Estate
   
Agriculture
   
Residential
Mortgage
   
Residential
Construction
   
Consumer
   
Total
 
September 30, 2017
 
Loans individually evaluated for impairment
 
$
3,177
   
$
2,796
   
$
   
$
2,425
   
$
659
   
$
589
   
$
9,646
 
Loans collectively evaluated for impairment
   
120,479
     
363,554
     
109,140
     
40,419
     
21,310
     
39,212
     
694,114
 
Ending Balance
 
$
123,656
   
$
366,350
   
$
109,140
   
$
42,844
   
$
21,969
   
$
39,801
   
$
703,760
 
 
                                                       
September 30, 2016
 
Loans individually evaluated for impairment
 
$
5,647
   
$
845
   
$
   
$
2,961
   
$
976
   
$
763
   
$
11,192
 
Loans collectively evaluated for impairment
   
122,192
     
321,777
     
97,257
     
38,719
     
19,620
     
42,789
     
642,354
 
Ending Balance
 
$
127,839
   
$
322,622
   
$
97,257
   
$
41,680
   
$
20,596
   
$
43,552
   
$
653,546
 
 
                                                       
December 31, 2016
 
Loans individually evaluated for impairment
 
$
5,578
   
$
823
   
$
   
$
3,034
   
$
820
   
$
704
   
$
10,959
 
Loans collectively evaluated for impairment
   
120,733
     
343,387
     
101,905
     
37,203
     
22,830
     
42,546
     
668,604
 
Ending Balance
 
$
126,311
   
$
344,210
   
$
101,905
   
$
40,237
   
$
23,650
   
$
43,250
   
$
679,563
 

21

5.    MORTGAGE OPERATIONS

Transfers and servicing of financial assets and extinguishments of liabilities are accounted for and reported based on consistent application of a financial-components approach that focuses on control.  Transfers of financial assets that are sales are distinguished from transfers that are secured borrowings.  Retained interests (mortgage servicing rights) in loans sold are measured by allocating the previous carrying amount of the transferred assets between the loans sold and retained interests, if any, based on their relative fair value at the date of transfer.  Fair values are estimated using discounted cash flows based on a current market interest rate.

The Company recognizes a gain and a related asset for the fair value of the rights to service loans for others when loans are sold.  The Company sold substantially its entire portfolio of conforming long-term residential mortgage loans originated during the nine months ended September 30, 2017 for cash proceeds equal to the fair value of the loans.

The recorded value of mortgage servicing rights is included in other assets on the condensed consolidated balance sheets, and is amortized in proportion to, and over the period of, estimated net servicing revenues.  The Company assesses capitalized mortgage servicing rights for impairment based upon the fair value of those rights at each reporting date. For purposes of measuring impairment, the rights are stratified based upon the product type, term and interest rates.  Fair value is determined by discounting estimated net future cash flows from mortgage servicing activities using discount rates that approximate current market rates and estimated prepayment rates, among other assumptions.  The amount of impairment recognized, if any, is the amount by which the capitalized mortgage servicing rights for a stratum exceeds their fair value.  Impairment, if any, is recognized through a valuation allowance for each individual stratum.  Changes in the carrying amount of mortgage servicing rights are reported in earnings under other operating income on the condensed consolidated statements of income.

Key assumptions used in measuring the fair value of mortgage servicing rights as of September 30, 2017 and December 31, 2016 were as follows:

 
September 30, 2017
 
December 31, 2016
 
 
       
Constant prepayment rate
   
11.11
%
   
12.67
%
Discount rate
   
10.02
%
   
10.02
%
Weighted average life (years)
   
5.91
     
5.51
 

At September 30, 2017 and December 31, 2016, the Company's mortgage loans held-for-sale were $1,811,000 and $3,326,000, respectively.  At September 30, 2017, and December 31, 2016, the Company serviced real estate mortgage loans for others totaling $224,961,000 and $231,310,000, respectively.

The following table summarizes the Company's mortgage servicing rights assets as of September 30, 2017 and December 31, 2016.  Mortgage servicing rights are included in Interest Receivable and Other Assets on the condensed consolidated balance sheets:

 
(in thousands)
 
 
December 31, 2016
 
Additions
 
Reductions
 
September 30, 2017
 
 
               
Mortgage servicing rights
 
$
1,815
   
$
161
   
$
(252
)
 
$
1,724
 
Valuation allowance
   
(21
)
   
     
21
     
 
Mortgage servicing rights, net of valuation allowance
 
$
1,794
   
$
161
   
$
(231
)
 
$
1,724
 

At September 30, 2017 and December 31, 2016, the estimated fair market value of the Company's mortgage servicing rights asset was $1,825,000 and $1,794,000, respectively.

The Company received contractually specified servicing fees of $142,000 and $147,000 for the three months ended September 30, 2017 and September 30, 2016, respectively.  The Company received contractually specified servicing fees of $434,000 and $444,000 for the nine months ended September 30, 2017 and September 30, 2016, respectively.  Contractually specified servicing fees are included in non-interest income on the condensed consolidated statements of income, net of the amortization of the mortgage servicing rights asset.

22


6.    FAIR VALUE MEASUREMENTS
 
The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.  Securities available-for-sale and trading securities are recorded at fair value on a recurring basis.  Additionally, from time to time, the Company may be required to record at fair value other assets on a non-recurring basis, such as loans held-for-sale, loans held-for-investment and certain other assets.  These non-recurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.  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 corresponds with the Company's quarterly valuation process.
   
Assets Recorded at Fair Value on a Recurring Basis

The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis as of September 30, 2017:
 
 
 
(in thousands)
 
September 30, 2017
 
Fair Value
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
U.S. Treasury securities
 
$
28,540
   
$
28,540
   
$
   
$
 
Securities of U.S. government agencies and corporations
   
22,224
     
     
22,224
     
 
Obligations of states and political subdivisions
   
24,625
     
     
24,625
     
 
Collateralized mortgage obligations
   
70,376
     
     
70,376
     
 
Mortgage-backed securities
   
156,490
     
     
156,490
     
 
Total investments at fair value
 
$
302,255
   
$
28,540
   
$
273,715
   
$
 


There were no transfers of assets measured at fair value on a recurring basis between level 1 and level 2 of the fair value hierarchy.

The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis as of December 31, 2016:
 
 
 
(in thousands)
 
December 31, 2016
 
Fair Value
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
U.S. Treasury securities
 
$
28,652
   
$
28,652
   
$
   
$
 
Securities of U.S. government agencies and corporations
   
24,197
     
     
24,197
     
 
Obligations of states and political subdivisions
   
30,888
     
     
30,888
     
 
Collateralized mortgage obligations
   
49,938
     
     
49,938
     
 
Mortgage-backed securities
   
143,404
     
     
143,404
     
 
Total investments at fair value
 
$
277,079
   
$
28,652
   
$
248,427
   
$
 


23

Assets Recorded at Fair Value on a Non-Recurring Basis

Assets measured at fair value on a non-recurring basis are included in the table below by level within the fair value hierarchy as of September 30, 2017:

 
(in thousands)
 
September 30, 2017
Carrying Value
 
Level 1
 
Level 2
 
Level 3
 
Impaired loans
 
$
517
   
$
   
$
   
$
517
 
Total assets at fair value
 
$
517
   
$
   
$
   
$
517
 

Assets measured at fair value on a non-recurring basis are included in the table below by level within the fair value hierarchy as of December 31, 2016:

 
(in thousands)
 
December 31, 2016
Carrying Value
 
Level 1
 
Level 2
 
Level 3
 
Impaired loans
 
$
4,128
   
$
   
$
   
$
4,128
 
Loan servicing rights
   
1,794
     
     
     
1,794
 
Total assets at fair value
 
$
5,922
   
$
   
$
   
$
5,922
 
 
There were no liabilities measured at fair value on a recurring or non-recurring basis at September 30, 2017 and December 31, 2016.

Key methods and assumptions used in measuring the fair value of impaired loans and loan servicing rights as of September 30, 2017 and December 31, 2016 were as follows:

 
Method
 
Assumption Inputs
 
 
 
 
Impaired loans
Collateral, market, income,  enterprise, liquidation and discounted Cash Flows
 
External appraised values, management assumptions regarding market trends or other relevant factors; selling costs ranging 6% to 7%.
Loan servicing rights
Discounted cash flows
 
Present value of expected future cash flows was estimated using a discount rate factor of 10.02% as of December 31, 2016.  A constant prepayment rate of 12.67% as of December 31, 2016 was utilized.
 
 
 
 
 
The following section describes the valuation methodologies used for assets recorded at fair value.

Investment Securities Available-for-Sale
 
Investment securities available-for-sale are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted market prices, if available.  If quoted market prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security's credit rating, prepayment assumptions, and other factors such as credit loss assumptions.  Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds.  Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities.  Securities classified as Level 3 include asset-backed securities in less liquid markets where valuations include significant unobservable assumptions.

Loans Held-for-Sale

Loans held-for-sale are carried at the lower of cost or fair value.  The fair value of loans held-for-sale is based on what secondary markets are currently offering for portfolios with similar characteristics.  As such, the Company classifies loans subjected to non-recurring fair value adjustments as Level 2.  At September 30, 2017 and December 31, 2016, there were no loans held-for-sale that required a write-down.

24



Impaired Loans

The Company does not record loans at fair value on a recurring basis.  However, from time to time, a loan is considered impaired and an allowance for loan losses is established.  Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired.  Once a loan is identified as individually impaired, the Company measures impairment.  The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows.  Inputs include external appraised values, management assumptions regarding market trends or other relevant factors, selling and commission costs generally ranging from 6% to 7%, and amount and timing of cash flows based upon current discount rates.  Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans.

At September 30, 2017, certain impaired loans were considered collateral dependent and were evaluated based on the fair value of the underlying collateral securing the loan.  Impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy.  When a loan is evaluated based on the fair value of the underlying collateral securing the loan, the Company records the impaired loan as non-recurring Level 3.

Other Real Estate Owned

Other real estate assets ("OREO") acquired through, or in lieu of, foreclosure are held-for-sale and are initially recorded at the lower of cost or fair value, less selling costs.  Any write-downs to fair value at the time of transfer to OREO are charged to the allowance for loan losses.  Appraisals or evaluations are then done periodically thereafter charging any additional write-downs or valuation allowances to the appropriate expense accounts.  Values are derived from appraisals of underlying collateral and discounted cash flow analysis.  OREO is classified within Level 3 of the hierarchy.  At September 30, 2017 and December 31, 2016, there were no OREO that required a write-down.

Loan Servicing Rights

Loan servicing rights are subject to impairment testing.  The Company utilizes a third party service provider to calculate the fair value of the Company's loan servicing rights.  Loan servicing rights are measured at fair value as of the date of sale.  The Company uses quoted market prices when available.  Subsequent fair value measurements are determined using a discounted cash flow model.  In order to determine the fair value of the loan servicing rights, the present value of expected future cash flows is estimated.  Assumptions used include market discount rates, anticipated prepayment speeds, delinquency and foreclosure rates, and ancillary fee income.

The model used to calculate the fair value of the Company's loan servicing rights is periodically validated by an independent external model validation group.  The model assumptions and the loan servicing rights fair value estimates are also compared to observable trades of similar portfolios as well as to loan servicing rights broker valuations and industry surveys, as available.  If the valuation model reflects a value less than the carrying value, loan servicing rights are adjusted to fair value through a valuation allowance as determined by the model.  As such, the Company classifies loan servicing rights subjected to non-recurring fair value adjustments as Level 3.
25

Disclosures about Fair Value of Financial Instruments
  
The estimated fair values of the Company's financial instruments for the periods ended September 30, 2017 and December 31, 2016 were approximately as follows:
 
 
       
September 30, 2017
   
December 31, 2016
 
 
 
Level
   
Carrying amount
   
Fair value
   
Carrying amount
   
Fair value
 
 
                             
Financial assets:
                             
Cash and cash equivalents
   
1
   
$
150,156
   
$
150,156
   
$
159,643
   
$
159,643
 
Certificates of deposit
   
2
     
3,968
     
3,970
     
16,213
     
16,230
 
Stock in Federal Home Loan Bank and other equity securities
   
3
     
5,567
     
5,567
     
4,409
     
4,409
 
Loans receivable:
                                       
Net loans
   
3
     
693,066
     
693,497
     
669,770
     
669,437
 
Loans held-for-sale
   
2
     
1,811
     
1,846
     
3,326
     
3,363
 
Interest receivable
   
2
     
4,083
     
4,083
     
3,996
     
3,996
 
Mortgage servicing rights
   
3
     
1,724
     
1,825
     
1,794
     
1,794
 
Financial liabilities:
                                       
Deposits
   
3
     
1,080,832
     
997,316
     
1,063,696
     
1,001,460
 
Interest payable
   
2
     
95
     
95
     
78
     
78
 
 
The following section describes the valuation methodologies used by the Company for estimating fair value of financial instruments not recorded at fair value on the Balance Sheet.

Cash and Cash Equivalents
 
The carrying amounts reported in the condensed consolidated balance sheets for cash and short-term instruments are a reasonable estimate of fair value.  The carrying amount is a reasonable estimate of fair value because of the relatively short term between the origination of the instrument and its expected realization.  Therefore, the Company believes the measurement of fair value of cash and cash equivalents is derived from Level 1 inputs.
 
Certificates of Deposit

The Company measures the fair value of Certificates of deposit using Level 2 inputs.  The fair values of Certificates of deposit were derived by discounting their future expected cash flows back to their present values based upon a constant maturity curve. The constant maturity curve is based on similar instruments, taking into account factors such as instrument type, coupon type, currency, issuer, sector, country of issuer, credit rating, and prevailing market conditions. The Company believes these inputs fall under Level 2 of the fair value hierarchy.

Other Equity Securities
 
The carrying amounts reported in the condensed consolidated balance sheets approximate fair value as the shares can only be redeemed by the issuing institution.  The Company believes the measurement of the fair value of other equity securities is derived from Level 3 inputs.
 
Loans Receivable
 
For 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 other loans (e.g., commercial real estate and rental property mortgage loans, commercial and industrial loans, and agricultural loans) are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.  The allowance for loan losses is considered to be a reasonable estimate of loan discount due to credit risks.  Given that the estimation of expected credit losses involves management estimates for assumptions that are not directly observable in a market, the Company believes the fair value of loans receivable is derived from Level 3 inputs.
 
Interest Receivable and Payable
 
The carrying amount of interest receivable and payable approximates its fair value.  The Company believes the measurement of the fair value of interest receivable and payable is derived from Level 2 inputs.
 
26

Deposit Liabilities
 
The Company measures fair value of deposits using both observable and unobservable inputs.  The fair value of deposits were derived by discounting their expected future cash flows back to their present values based on the FHLB yield curve, and their expected decay rates for non-maturing deposits.  The Company is able to obtain FHLB yield curve rates as of the measurement date, and believes these inputs fall under Level 2 of the fair value hierarchy.  Decay rates were developed through internal analysis, and are supported by recent years of the Bank's transaction history.  The inputs used by the Company to derive the decay rate assumptions are unobservable inputs, and therefore fall under Level 3 of the fair value hierarchy.
 
Limitations
 
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.
 
Fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets or liabilities include deferred tax liabilities and premises and equipment.  In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in many of the estimates.
27

7.   FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Company is a party to 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 in the form of loans or through standby letters of credit.  These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the balance sheet.  The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Bank's exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments.  The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

Financial instruments, whose contract amounts represent credit risk at the indicated periods, were as follows:

(in thousands)
 
September 30, 2017
   
December 31, 2016
 
 
           
Undisbursed loan commitments
 
$
223,807
   
$
207,207
 
Standby letters of credit
   
2,331
     
3,518
 
Commitments to sell loans
   
488
     
1,848
 
 
               
 
 
$
226,626
   
$
212,573
 

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.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  The Bank evaluates each customer's creditworthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation.  Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.  The Bank issues both financial and performance standby letters of credit.  The financial standby letters of credit are primarily to guarantee payment to third parties.  At September 30, 2017 and December 31, 2016, there were no financial standby letters of credit outstanding.  The performance standby letters of credit are typically issued to municipalities as specific performance bonds.  Performance standby letters of credit totaled $2,331,000 and $3,518,000 at September 30, 2017 and December 31, 2016, respectively.  The Bank has experienced no draws on these letters of credit, resulting in no related liability included on their balance sheet, however, should a triggering event occur, the Bank either has collateral in excess of the letter of credit or imbedded agreements of recourse from the customer.  The Bank has set aside a reserve for unfunded commitments in the amount of $850,000 at September 30, 2017 and December 31, 2016, which is recorded in "interest payable and other liabilities" on the Condensed Consolidated Balance Sheets .

Commitments to extend credit and standby letters of credit bear similar credit risk characteristics as outstanding loans.  As of September 30, 2017 and December 31, 2016, the Company had no off-balance sheet derivatives requiring additional disclosure.

Mortgage loans sold to investors may be sold with servicing rights retained, for which the Company makes only standard legal representations and warranties as to meeting certain underwriting and collateral documentation standards.  In the past two years, the number of loans the Company has had to repurchase due to deficiencies in underwriting or loan documentation is not significant.  Management believes that any liabilities that may result from such recourse provisions are not significant.

28

8.    STOCK PLANS

On January 26, 2017, the Board of Directors of the Company declared a 4% stock dividend payable as of March 31, 2017.  All stock options and restricted stock outstanding have been adjusted to give retroactive effect to stock dividends.

The following table presents the activity related to stock options for the three months ended September 30, 2017.

 
 
Number of
Shares
   
Weighted
Average
Exercise Price
 
Aggregate
Intrinsic Value
 
Weighted
Average
Remaining
Contractual
Term (in years)
 
Options outstanding at Beginning of  Period
   
250,594
   
$
7.72
         
Granted
   
     
         
Expired
   
     
         
Cancelled / Forfeited
   
     
         
Exercised
   
     
         
Options outstanding at End of Period
   
250,594
   
$
7.72
   
$
1,099,604
     
6.99
 
Exercisable (vested) at End of Period
   
118,731
   
$
6.03
   
$
722,439
     
5.21
 

The following table presents the activity related to stock options for the nine months ended September 30, 2017.

 
 
Number of
Shares
   
Weighted
Average
Exercise Price
 
Aggregate
Intrinsic Value
 
Weighted
Average
Remaining
Contractual
Term (in years)
 
Options outstanding at Beginning of  Period
   
227,549
   
$
8.12
         
Granted
   
60,520
   
$
11.54
         
Expired
   
(37,475
)
 
$
16.31
         
Cancelled / Forfeited
   
     
         
Exercised
   
     
         
Options outstanding at End of Period
   
250,594
   
$
7.72
   
$
1,099,604
     
6.99
 
Exercisable (vested) at End of Period
   
118,731
   
$
6.03
   
$
722,439
     
5.21
 

The weighted average grant date fair value per share of options granted during the nine months ended September 30, 2017 was $2.78 per share.

29

As of September 30, 2017, there was $256,000 of total unrecognized compensation cost related to non-vested stock options.  This cost is expected to be recognized over a weighted average period of approximately 2.74 years.

There was $29,000 and $82,000 of recognized compensation cost related to stock options granted for the three and nine months ended September 30, 2017, respectively.

A summary of the weighted average assumptions used in valuing stock options during the three and nine months ended September 30, 2017 is presented below:

 
 
Three Months Ended
September 30, 2017*
   
Nine Months Ended
September 30, 2017
 
Risk Free Interest Rate
   
     
1.89
%
 
               
Expected Dividend Yield
   
     
0.00
%
 
               
Expected Life in Years
   
     
5
 
 
               
Expected Price Volatility
   
     
22.88
%

* There were no stock options granted during the three months ended September 30, 2017.

The following table presents the activity related to non-vested restricted stock for the three months ended September 30, 2017.
 
 
 
 
Number of
Shares
   
Weighted
Average Grant
Date Fair Value
 
Aggregate Intrinsic Value
Weighted Average
Remaining Contractual
Term (in years)
Non-vested Restricted stock outstanding at Beginning of Period
   
106,998
   
$
8.03
 
 
     
Granted
   
1,824
     
11.96
 
 
     
Cancelled / Forfeited
   
   
$
 
 
     
Exercised/Released/Vested
   
(1,735
)
   
5.15
 
 
     
Non-vested restricted stock outstanding at End of Period
   
107,087
   
$
8.14
 
$1,295,753
2.71

The following table presents the activity related to non-vested restricted stock for the nine months ended September 30, 2017.

 
 
Number of
Shares
   
Weighted
Average Grant
Date Fair Value
 
Aggregate Intrinsic Value
Weighted Average
Remaining Contractual
Term (in years)
Non-vested Restricted stock outstanding at Beginning of  Period
   
99,184
   
$
6.70
 
 
   
Granted
   
26,441
   
$
11.50
 
 
   
Cancelled / Forfeited
   
(1,463
)
 
$
6.92
 
 
   
Exercised/Released/Vested
   
(17,075
)
 
$
5.08
 
 
   
Non-vested restricted stock outstanding at End of Period
   
107,087
   
$
8.14
 
$1,295,753
2.71

The weighted average fair value of restricted stock granted during the nine months ended September 30, 2017 was $11.50 per share.

As of September 30, 2017, there was $470,000 of total unrecognized compensation cost related to non-vested restricted stock.  This cost is expected to be recognized over a weighted average period of approximately 2.71 years.  There was $53,000 and $156,000 of recognized compensation cost related to restricted stock awards for the three and nine months ended September 30, 2017, respectively.

30

The Company has an Employee Stock Purchase Plan ("ESPP").  There are 270,400 shares authorized under the ESPP.  The total number of shares authorized has been adjusted to give retroactive effect to stock dividends and stock splits, including the 4% stock dividend declared on January 26, 2017, payable March 31, 2017 to shareholders of record as of February 28, 2017.  The ESPP will expire on March 16, 2026.

The ESPP is implemented by participation periods of not more than 27 months each.  The Board of Directors determines the commencement date and duration of each participation period.  The Board of Directors approved the current participation period of December 10, 2016 to November 23, 2017.  An eligible employee is one who has been continually employed for at least 90 days prior to commencement of a participation period. Under the terms of the ESPP, employees can choose to have up to 10 percent of their compensation withheld to purchase the Company's common stock each participation period.  The purchase price of the stock is 85 percent of the lower of the fair value on the last trading day before the date of participation or the fair value on the last trading day during the participation period.

As of September 30, 2017, there was $4,000 of unrecognized compensation cost related to ESPP issuances.  This cost is expected to be recognized over a weighted average period of approximately 0.25 years.

There was $6,000 and $15,000 of recognized compensation cost related to ESPP issuances for the three and nine months ended September 30, 2017.

The weighted average fair value at issuance date during the nine months ended September 30, 2017 was $1.74 per share.

A summary of the weighted average assumptions used in valuing ESPP issuances during the three and nine months ended September 30, 2017 is presented below.

 
 
Three Months Ended
September 30, 2017
   
Nine Months Ended
September 30, 2017
 
Risk Free Interest Rate
   
0.85
%
   
0.85
%
 
               
Expected Dividend Yield
   
0.00
%
   
0.00
%
 
               
Expected Life in Years
   
1.00
     
1.00
 
 
               
Expected Price Volatility
   
8.18
%
   
8.18
%


31


9.   ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table details activity in accumulated other comprehensive income (loss) for the three months ended September 30, 2017.

($ in thousands)
 
Unrealized
Gains (losses) on
Securities
   
Officers'
retirement
plan
   
Directors'
retirement
plan
   
Accumulated
Other
Comprehensive
Income/(loss)
 
Balance as of June 30, 2017
 
$
(1,565
)
 
$
(732
)
 
$
14
   
$
(2,283
)
Current period other comprehensive income (loss)
   
175
     
     
     
175
 
Balance as of September 30, 2017
 
$
(1,390
)
 
$
(732
)
 
$
14
   
$
(2,108
)

The following table details activity in accumulated other comprehensive income (loss) for the nine months ended September 30, 2017.

($ in thousands)
 
Unrealized
Gains (losses) on
Securities
   
Officers'
retirement
plan
   
Directors'
retirement
plan
   
Accumulated
Other
Comprehensive
Income/(loss)
 
Balance as of December 31, 2016
 
$
(1,678
)
 
$
(686
)
 
$
14
   
$
(2,350
)
Current period other comprehensive income (loss)
   
288
     
(46
)
   
     
242
 
Balance as of September 30, 2017
 
$
(1,390
)
 
$
(732
)
 
$
14
   
$
(2,108
)

The following table details activity in accumulated other comprehensive income (loss) for the three months ended September 30, 2016.

($ in thousands)
 
Unrealized
Gains on
Securities
   
Officers'
retirement
plan
   
Directors'
retirement
plan
   
Accumulated
Other
Comprehensive
Income/(loss)
 
Balance as of June 30, 2016
 
$
1,061
   
$
(662
)
 
$
17
   
$
416
 
Current period other comprehensive income (loss)
   
(388
)
   
     
     
(388
)
Balance as of September 30, 2016
 
$
673
   
$
(662
)
 
$
17
   
$
28
 

The following table details activity in accumulated other comprehensive income (loss) for the nine months ended September 30, 2016.

($ in thousands)
 
Unrealized
Gains on
Securities
   
Officers'
retirement plan
   
Directors'
retirement plan
   
Accumulated
Other
Comprehensive
Income/(loss)
 
Balance as of December 31, 2015
 
$
150
   
$
(662
)
 
$
17
   
$
(495
)
Current period other comprehensive income (loss)
   
523
     
     
     
523
 
Balance as of September 30, 2016
 
$
673
   
$
(662
)
 
$
17
   
$
28
 

32


10.    OUTSTANDING SHARES AND EARNINGS PER SHARE

On January 26, 2017, the Board of Directors of the Company declared a 4% stock dividend payable March 31, 2017 to shareholders of record as of February 28, 2017.  All income per share amounts have been adjusted to give retroactive effect to stock dividends.

Earnings Per Share (EPS)

Basic EPS includes no dilution and is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the respective period.  Diluted EPS is computed by dividing net income available to common shareholders by the weighted average number of shares outstanding plus dilutive shares for the quarter.  Diluted shares include all common stock equivalents ("in-the-money" stock options, unvested restricted stock, stock units, warrants and rights, convertible bonds and preferred stock), which reflects the potential dilution of securities that could share in the earnings of the Company.

The following table presents a reconciliation of basic and diluted EPS for the three and nine months ended September 30, 2017 and 2016 (dollars in thousands except per share amounts):

 
 
Three months ended
September 30,
   
Nine months ended
September 30,
 
 
 
2017
   
2016
   
2017
   
2016
 
Basic earnings per share:
                       
Net income
 
$
2,800
   
$
2,019
   
$
7,861
   
$
5,785
 
 
                               
Weighted average common shares outstanding
   
11,064,695
     
11,036,711
     
11,060,920
     
11,030,473
 
Basic EPS
 
$
0.25
   
$
0.18
   
$
0.71
   
$
0.52
 
 
                               
Diluted earnings per share:
                               
Net income
 
$
2,800
   
$
2,019
   
$
7,861
   
$
5,785
 
 
                               
Weighted average common shares outstanding
   
11,064,695
     
11,036,711
     
11,060,920
     
11,030,473
 
 
                               
Effect of dilutive shares
   
143,347
     
72,627
     
140,071
     
70,924
 
 
                               
Adjusted weighted average common shares outstanding
   
11,208,042
     
11,109,338
     
11,200,991
     
11,101,397
 
Diluted EPS
 
$
0.25
   
$
0.18
   
$
0.70
   
$
0.52
 

Stock options which were not included in the computation of diluted earnings per share because they would have had an anti-dilutive effect amounted to 68,398 shares and 148,199 shares for the three months ended September 30, 2017 and 2016, respectively.  Stock options which were not included in the computation of diluted earnings per share because they would have had an anti-dilutive effect amounted to 68,398 shares and 162,367 shares for the nine months ended September 30, 2017 and 2016, respectively.


11.    GAIN ON SALE-LEASEBACK OF REAL ESTATE

On January 6, 2017, the Company executed a sale-leaseback transaction related to land and building which is partially occupied by our Auburn Branch. The lease carries an initial lease term of six years and is classified as an operating lease. The sale resulted in a total gain of $1,682, of which $495 has been deferred as a component of Other Liabilities and will be accounted for as a reduction of Occupancy and equipment expense over the initial lease term.  The Company recognized $21 and $56 as a reduction of Occupancy and equipment expense for the three and nine month periods ended September 30, 2017, respectively.

33

FIRST NORTHERN COMMUNITY BANCORP
 
ITEM 2.   – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This report may include forward-looking statements, which may include forecasts of our financial results and condition, expectations for our operations and business, and our assumptions for those forecasts and expectations. Do not rely unduly on forward-looking statements. Actual results might differ significantly compared to our forecasts and expectations. See Part I, Item 1A. "Risk Factors," and the other risks described in our 2016 Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q for factors to be considered when reading any forward-looking statements in this filing.
 
This report and other reports or statements which we may release may include forward-looking statements, which are subject to the "safe harbor" created by section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. We may make forward-looking statements in our Securities and Exchange Commission (SEC) filings, press releases, news articles and when we are speaking on behalf of the Company. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Often, they include the words "believe," "expect," "target," "anticipate," "intend," "plan," "seek," "strive," "estimate," "potential," "project," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," "might," or "may." These forward-looking statements are intended to provide investors with additional information with which they may assess our future potential. All of these forward-looking statements are based on assumptions about an uncertain future and are based on information available to us at the date of these statements. We do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date any forward-looking statements are made.
 
In this document and in other SEC filings or other public statements, for example, we make forward-looking statements relating to the following topics, among others:
 
     Our business objectives, strategies and initiatives, our organizational structure, the growth of our business and our competitive position and prospects, and the effect of competition on our business and strategies

Our assessment of significant factors and developments that have affected or may affect our results

Pending and recent legal and regulatory actions, and future legislative and regulatory developments, including the effects of the Dodd-Frank Wall Street Reform and Protection Act (the "Dodd-Frank Act") and other legislation and governmental measures introduced in response to the financial crises affecting the banking system, financial markets and the U.S. economy

Regulatory and compliance controls, processes and requirements and their impact on our business

The costs and effects of legal or regulatory actions

Expectations regarding draws on performance letters of credit

Our regulatory capital requirements, including the capital rules adopted in the past several years by the U.S. federal banking agencies

Expectations regarding our non-payment of a cash dividend on our common stock in the foreseeable future

Credit quality and provision for credit losses and management of asset quality and credit risk, and expectations regarding collections

Our allowances for credit losses, including the conditions we consider in determining the unallocated allowance and our portfolio credit quality, underwriting standards, and risk grading

Our assessment of economic conditions and trends and credit cycles and their impact on our business

The seasonal nature of our business

The impact of changes in interest rates and our strategy to manage our interest rate risk profile and the possible effect of increases in residential mortgage interest rates on new originations and refinancing of existing residential mortgage loans

 
34

Loan portfolio composition and risk grade trends, expected charge-offs, portfolio credit quality, our strategy regarding troubled debt restructurings ("TDRs"), delinquency rates and our underwriting standards

Our deposit base including renewal of time deposits

The impact on our net interest income and net interest margin from the current low-interest rate environment

Expectations regarding an increase or decrease in unrecognized tax benefits

Our pension and retirement plan costs

Our liquidity position

Critical accounting policies and estimates, the impact or anticipated impact of recent accounting pronouncements or changes in accounting principles

Expected rates of return, maturities, loss exposure, growth rates, yields and projected results

The possible impact of weather related conditions, including drought or flooding, and related governmental responses on economic conditions, especially in the agricultural sector

Maintenance of insurance coverages appropriate for our operations

Threats to the banking sector and our business due to cybersecurity issues and attacks and regulatory expectations related to cybersecurity

Descriptions of assumptions underlying or relating to any of the foregoing


Readers of this document should not rely on any forward-looking statements, which reflect only our management's belief as of the date of this report. There are numerous risks and uncertainties that could and will cause actual results to differ materially from those discussed in our forward-looking statements. Many of these factors are beyond our ability to control or predict and could have a material adverse effect on our financial condition and results of operations or prospects. Such risks and uncertainties include, but are not limited to those listed in Item 1A "Risk Factors" of Part II of this Form 10-Q, Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of Part I of this Form 10-Q and "Risk Factors" and  "Supervision and Regulation" in our 2016 Annual Report on Form 10-K, and in our other reports to the SEC.
 
35

INTRODUCTION

This overview of Management's Discussion and Analysis highlights selected information in this report and may not contain all of the information that is important to you.  For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources and critical accounting estimates, you should carefully read this entire report and any other reports to the Securities and Exchange Commission ("SEC"), together with our Consolidated Financial Statements and the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.

Our subsidiary, First Northern Bank of Dixon (the "Bank"), is a California state-chartered bank that derives most of its revenues from lending and deposit taking in the Sacramento Valley region of Northern California.  Interest rates, business conditions and customer confidence all affect our ability to generate revenues.  In addition, the regulatory and compliance environment and competition can present challenges to our ability to generate those revenues.

Significant results and developments during the third quarter and year-to-date 2017 included:

Net income of $7.9 million for the nine months ended September 30, 2017, up 36.2% from $5.8 million earned for the same period last year.  Net income of $2.8 million for the three months ended September 30, 2017, up 40.0% from $2.0 million for the same period last year.
 
Diluted income per share of $0.70 for the nine months ended September 30, 2017, up 34.6% from diluted income per share of $0.52 in the same period last year.  Diluted income per share of $0.25 for the three months ended September 30, 2017, up 38.9% from diluted income per share of $0.18 for the same period last year.

Net interest income of $28.9 million for the nine months ended September 30, 2017, up 12.5% from $25.7 million for the same period last year.  The increase in net interest income was primarily due to an increase in interest income on loans and investment securities.  The increase in interest income on loans and investment securities was primarily a result of increased yields and increased average balances of both loans and investment securities. 

Net interest margin of 3.49% for the nine months ended September 30, 2017, up 3.6% from 3.37% for the same period ended September 30, 2016.

Provision for loan losses of $0.6 million for the nine months ended September 30, 2017, down 57.1% from $1.4 million for the same period ended September 30, 2016.

Total assets of $1.19 billion as of September 30, 2017, up 2.2% from $1.17 billion as of December 31, 2016.
 
Total net loans of $694.9 million as of September 30, 2017 (including loans held-for-sale), up 3.2% from $673.1 million as of December 31, 2016.

Total investment securities of $302.3 million as of September 30, 2017, up 9.1% from $277.1 million as of December 31, 2016.

Total deposits of $1.08 billion as of September 30, 2017, up 1.6% from $1.06 billion as of December 31, 2016.

 
36

SUMMARY FINANCIAL DATA

The Company recorded net income of $7,861,000 for the nine months ended September 30, 2017, representing an increase of $2,076,000 or 35.9% from net income of $5,785,000 for the same period in 2016.  The Company recorded net income of $2,800,000 for the three months ended September 30, 2017, representing an increase of $781,000 or 38.7% from net income of $2,019,000 for the same period in 2016.
 
The following tables present a summary of the results for the three and nine months ended September 30, 2017 and 2016, and a summary of financial condition at September 30, 2017 and December 31, 2016.

 
Three Months Ended September 30, 2017
 
Three Months Ended September 30, 2016
 
Nine Months Ended
September 30, 2017
 
Nine Months Ended
September 30, 2016
 
(in thousands except for per share amounts)
               
For the Period:
               
Net Income
 
$
2,800
   
$
2,019
   
$
7,861
   
$
5,785
 
Basic Earnings Per Common Share
 
$
0.25
   
$
0.18
   
$
0.71
   
$
0.52
 
Diluted Earnings Per Common Share
 
$
0.25
   
$
0.18
   
$
0.70
   
$
0.52
 
Net Income to Average Total Assets (annualized)
   
0.95
%
   
0.73
%
   
0.90
%
   
0.72
%
Net Income to Average Common
Shareholders' Equity (annualized)
   
11.23
%
   
8.76
%
   
10.79
%
   
8.58
%


 
 
September 30, 2017
 
December 31, 2016
 
 
       
(in thousands except for ratios)
     
At Period End:
       
Total Assets
 
$
1,192,850
   
$
1,166,763
 
Total Loans, Net (including loans held-for-sale)
 
$
694,877
   
$
673,096
 
Total Investment Securities
 
$
302,255
   
$
277,079
 
Total Deposits
 
$
1,080,832
   
$
1,063,696
 
Loan-To-Deposit Ratio
   
64.3
%
   
63.3
%

37

FIRST NORTHERN COMMUNITY BANCORP
 
Distribution of Average Statements of Condition and Analysis of Net Interest Income
(in thousands, except percentage amounts)

 
 
Three months ended
September 30, 2017
   
Three months ended
September 30, 2016
 
 
 
Average
Balance
   
Interest
   
Yield/
Rate (4)
   
Average
Balance
   
Interest
   
Yield/
Rate (4)
 
Assets
                                   
Interest-earning assets:
                                   
Loans (1)
 
$
677,295
   
$
8,394
     
4.92
%
 
$
640,262
   
$
7,771
     
4.82
%
Certificate of deposits
   
3,968
     
12
     
1.20
%
   
16,709
     
37
     
0.88
%
Interest bearing due from banks
   
121,681
     
407
     
1.33
%
   
133,399
     
178
     
0.53
%
Investment securities, taxable
   
292,051
     
1,252
     
1.70
%
   
231,511
     
913
     
1.56
%
Investment securities, non-taxable  (2)
   
16,915
     
61
     
1.43
%
   
13,886
     
66
     
1.89
%
Other interest earning assets
   
5,567
     
93
     
6.63
%
   
4,409
     
97
     
8.73
%
Total average interest-earning assets
   
1,117,477
     
10,219
     
3.63
%
   
1,040,176
     
9,062
     
3.46
%
Non-interest-earning assets:
                                               
Cash and due from banks
   
25,225
                     
24,535
                 
Premises and equipment, net
   
6,256
                     
7,488
                 
Interest receivable and other assets
   
28,798
                     
26,629
                 
Total average assets
 
$
1,177,756
                   
$
1,098,828
                 
 
                                               
Liabilities and Stockholders' Equity:
                                               
Interest-bearing liabilities:
                                               
Interest-bearing transaction deposits
   
293,682
     
63
     
0.09
%
   
268,419
     
76
     
0.11
%
Savings and MMDA's
   
333,154
     
133
     
0.16
%
   
316,164
     
129
     
0.16
%
Time, $250,000 or less
   
57,941
     
54
     
0.37
%
   
63,330
     
64
     
0.40
%
Time, over $250,000
   
20,149
     
22
     
0.43
%
   
18,927
     
20
     
0.42
%
Total average interest-bearing liabilities
   
704,926
     
272
     
0.15
%
   
666,840
     
289
     
0.17
%
Non-interest-bearing liabilities:
                                               
Non-interest-bearing demand deposits
   
362,329
                     
330,420
                 
Interest payable and other liabilities
   
10,764
                     
9,390
                 
Total liabilities
   
1,078,019
                     
1,006,650
                 
Total average stockholders' equity
   
99,737
                     
92,178
                 
Total average liabilities and stockholders' equity
 
$
1,177,756
                   
$
1,098,828
                 
Net interest income and net interest margin (3)
         
$
9,947
     
3.53
%
         
$
8,773
     
3.35
%
 

(1)   Average balances for loans include loans held-for-sale and non-accrual loans and are net of the allowance for loan losses, but non-accrued interest thereon is excluded. Loan interest income includes loan fees of approximately $(5) and $(17) for the three months ended September 30, 2017 and 2016, respectively.
(2)   Interest income and yields on tax-exempt securities are not presented on a taxable-equivalent basis.
(3)   Net interest margin is computed by dividing net interest income by total average interest-earning assets.
(4) 
For disclosure purposes, yield /rates are annualized by dividing the number of days in the reported period by 365.
 
38

FIRST NORTHERN COMMUNITY BANCORP
 
Distribution of Average Statements of Condition and Analysis of Net Interest Income
(in thousands, except percentage amounts)

 
 
Nine months ended
September 30, 2017
   
Nine months ended
September 30, 2016
 
 
 
Average
Balance
   
Interest
   
Yield/
Rate (4)
   
Average
Balance
   
Interest
   
Yield/
Rate (4)
 
Assets
                                   
Interest-earning assets:
                                   
Loans (1)
 
$
670,100
   
$
24,566
     
4.90
%
 
$
625,403
   
$
22,802
     
4.86
%
Certificate of deposits
   
8,282
     
63
     
1.02
%
   
16,689
     
108
     
0.86
%
Interest bearing due from banks
   
125,247
     
979
     
1.05
%
   
144,909
     
568
     
0.52
%
Investment securities, taxable
   
279,149
     
3,545
     
1.70
%
   
212,090
     
2,577
     
1.62
%
Investment securities, non-taxable  (2)
   
18,360
     
209
     
1.52
%
   
12,585
     
202
     
2.14
%
Other interest earning assets
   
5,100
     
284
     
7.45
%
   
4,214
     
274
     
8.66
%
Total average interest-earning assets
   
1,106,238
     
29,646
     
3.58
%
   
1,015,890
     
26,531
     
3.48
%
Non-interest-earning assets:
                                               
Cash and due from banks
   
24,825
                     
24,398
                 
Premises and equipment, net
   
6,139
                     
7,336
                 
Other real estate owned
   
0
                     
9
                 
Interest receivable and other assets
   
28,315
                     
26,395
                 
Total average assets
 
$
1,165,517
                   
$
1,074,028
                 
 
                                               
Liabilities and Stockholders' Equity:
                                               
Interest-bearing liabilities:
                                               
Interest-bearing transaction deposits
   
291,360
     
184
     
0.08
%
   
266,574
     
226
     
0.11
%
Savings and MMDA's
   
330,778
     
378
     
0.15
%
   
301,644
     
367
     
0.16
%
Time, $250,000 or less
   
58,320
     
167
     
0.38
%
   
65,445
     
193
     
0.39
%
Time, over $250,000
   
20,280
     
63
     
0.42
%
   
19,558
     
62
     
0.42
%
Total average interest-bearing liabilities
   
700,738
     
792
     
0.15
%
   
653,221
     
848
     
0.17
%
Non-interest-bearing liabilities:
                                               
Non-interest-bearing demand deposits
   
357,192
                     
321,900
                 
Interest payable and other liabilities
   
10,429
                     
9,017
                 
Total liabilities
   
1,068,359
                     
984,138
                 
Total average stockholders' equity
   
97,158
                     
89,890
                 
Total average liabilities and stockholders' equity
 
$
1,165,517
                   
$
1,074,028
                 
Net interest income and net interest margin (3)
         
$
28,854
     
3.49
%
         
$
25,683
     
3.37
%
 

(1)           Average balances for loans include loans held-for-sale and non-accrual loans and are net of the allowance for loan losses, but non-accrued interest thereon is excluded. Loan interest income includes loan fees of approximately $21 and $(125) for the nine months ended September 30, 2017 and 2016, respectively.
(2) 
Interest income and yields on tax-exempt securities are not presented on a taxable-equivalent basis.
(3)           Net interest margin is computed by dividing net interest income by total average interest-earning assets.
(4) 
For disclosure purposes, yield /rates are annualized by dividing the number of days in the reported period by 365.
 
39


FIRST NORTHERN COMMUNITY BANCORP
 
Distribution of Average Statements of Condition and Analysis of Net Interest Income
(in thousands, except percentage amounts)

 
 
Three months ended
September 30, 2017
   
Three months ended
June 30, 2017
 
 
 
Average
Balance
   
Interest
   
Yield/
Rate
   
Average
Balance
   
Interest
   
Yield/
Rate
 
Assets
                                   
Interest-earning assets:
                                   
Loans (1)
 
$
677,295
   
$
8,394
     
4.92
%
 
$
672,786
   
$
8,211
     
4.90
%
Certificates of deposit
   
3,968
     
12
     
1.20
%
   
4,852
     
15
     
1.24
%
Interest bearing due from banks
   
121,681
     
407
     
1.33
%
   
114,494
     
276
     
0.97
%
Investment securities, taxable
   
292,051
     
1,252
     
1.70
%
   
281,357
     
1,191
     
1.70
%
Investment securities, non-taxable (2)
   
16,915
     
61
     
1.43
%
   
19,080
     
73
     
1.53
%
Other interest earning assets
   
5,567
     
93
     
6.63
%
   
5,313
     
83
     
6.27
%
Total average interest-earning assets
   
1,117,477
     
10,219
     
3.63
%
   
1,097,882
     
9,849
     
3.60
%
Non-interest-earning assets:
                                               
Cash and due from banks
   
25,225
                     
24,786
                 
Premises and equipment, net
   
6,256
                     
6,065
                 
Interest receivable and other assets
   
28,798
                     
28,361
                 
Total average assets
 
$
1,177,756
                   
$
1,157,094
                 
 
                                               
Liabilities and Stockholders' Equity:
                                               
Interest-bearing liabilities:
                                               
Interest-bearing transaction deposits
   
293,682
     
63
     
0.09
%
   
291,423
     
61
     
0.08
%
Savings and MMDA's
   
333,154
     
133
     
0.16
%
   
324,552
     
117
     
0.14
%
Time, $250,000 and under
   
57,941
     
54
     
0.37
%
   
58,333
     
54
     
0.37
%
Time, over $250,000
   
20,149
     
22
     
0.43
%
   
20,800
     
23
     
0.44
%
Total average interest-bearing liabilities
   
704,926
     
272
     
0.15
%
   
695,108
     
255
     
0.15
%
Non-interest-bearing liabilities:
                                               
Non-interest-bearing demand deposits
   
362,329
                     
354,590
                 
Interest payable and other liabilities
   
10,764
                     
10,387
                 
Total liabilities
   
1,078,019
                     
1,060,085
                 
Total average stockholders' equity
   
99,737
                     
97,009
                 
Total average liabilities and stockholders' equity
 
$
1,177,756
                   
$
1,157,094
                 
Net interest income and net interest margin (3)
         
$
9,947
     
3.53
%
         
$
9,594
     
3.51
%
 
(1)  Average balances for loans include loans held-for-sale and non-accrual loans and are net of the allowance for loan losses, but non-accrued interest is excluded.  Loan interest income includes loan fees of approximately $(5) and $10 for the three months ended September 30, 2017 and June 30, 2017, respectively.
(2)  Interest income and yields on tax-exempt securities are not presented on a taxable equivalent basis.
(3)  Net interest margin is computed by dividing net interest income by total average interest-earning assets.
(4)  For disclosure purposes, yield/rates are annualized by dividing the number of days in the reported period by 365.
40


Analysis of Changes
in Interest Income and Interest Expense
(Dollars in thousands)

Following is an analysis of changes in interest income and expense (dollars in thousands) for the three months ended September 30, 2017 over the three months ended September 30, 2016, the nine months ended September 30, 2017 over the nine months ended September 30, 2016, and the three months ended September 30, 2017 over the three months ended June 30, 2017.  Changes not solely due to interest rate or volume have been allocated proportionately to interest rate and volume.



   
Three Months Ended
September 30, 2017
   
Nine Months Ended
September 30, 2017
   
Three Months Ended
September 30, 2017
 
   
Over
   
Over
   
Over
 
   
Three Months Ended
September 30, 2016
   
Nine Months Ended
September 30, 2016
   
Three Months Ended
June 30, 2017
 
   
Volume
   
Interest
Rate
   
Change
   
Volume
   
Interest
Rate
   
Change
   
Volume
   
Interest
Rate
   
Change
 
                                             
Increase (Decrease) in Interest Income:
                                           
                                             
Loans
 
$
462
   
$
149
   
$
611
   
$
1,591
   
$
27
   
$
1,618
   
$
57
   
$
141
   
$
198
 
Loan Fees
   
12
     
     
12
     
146
     
     
146
     
(15
)
   
     
(15
)
Due From Banks
   
(17
)
   
246
     
229
     
(87
)
   
498
     
411
     
19
     
112
     
131
 
Certificates of Deposit
   
(35
)
   
10
     
(25
)
   
(62
)
   
17
     
(45
)
   
(3
)
   
     
(3
)
Investment Securities
   
269
     
65
     
334
     
918
     
57
     
975
     
35
     
14
     
49
 
Other Assets
   
22
     
(26
)
   
(4
)
   
52
     
(42
)
   
10
     
4
     
6
     
10
 
   
$
713
   
$
444
   
$
1,157
   
$
2,558
   
$
557
   
$
3,115
   
$
97
   
$
273
   
$
370
 
                                                                         
Increase (Decrease) in Interest Expense:
                                                         
                                                                         
Deposits:
                                                                       
Interest-Bearing Transaction Deposits
 
$
5
   
$
(18
)
 
$
(13
)
 
$
20
   
$
(62
)
 
$
(42
)
 
$
   
$
2
   
$
2
 
Savings & MMDAs
   
4
     
     
4
     
35
     
(24
)
   
11
     
3
     
13
     
16
 
Time Certificates
   
(5
)
   
(3
)
   
(8
)
   
(21
)
   
(4
)
   
(25
)
   
(1
)
   
     
(1
)
                                                                         
   
$
4
   
$
(21
)
 
$
(17
)
 
$
34
   
$
(90
)
 
$
(56
)
 
$
2
   
$
15
   
$
17
 
                                                                         
Increase in Net Interest Income:
 
$
709
   
$
465
   
$
1,174
   
$
2,524
   
$
647
   
$
3,171
   
$
95
   
$
258
   
$
353
 

41

CHANGES IN FINANCIAL CONDITION

The assets of the Company set forth in the Unaudited Condensed Consolidated Balance Sheets reflect a $9,487,000 or 5.9% decrease in cash and cash equivalents, a $12,245,000 or 75.5% decrease in certificates of deposit, a $25,176,000 or 9.1% increase in investment securities available-for-sale, a $23,296,000 or 3.5% increase in net loans held-for-investment, a $1,515,000 or 45.6% decrease in loans held-for-sale, a $1,158,000 or 26.3% increase in stock in Federal Home Loan Bank and other equity securities, and a $921,000 or 12.6% decrease in premises and equipment from December 31, 2016 to September 30, 2017.  The decrease in cash and cash equivalents was primarily due to a decrease in interest bearing due from Federal Reserve Bank accounts, which was mainly due to the purchase of investment securities.  The increase in investment securities available-for-sale was primarily the result of the purchases of mortgage-backed securities and collateralized mortgage obligations, which was partially offset by sales, calls and maturities of U.S. government agencies, mortgage-backed securities, and municipal securities.  The increase in net loans held-for-investment was primarily due to increased demand for commercial real estate, agriculture, and residential mortgage, which was partially offset by decreased demand for commercial, residential construction, and consumer loans.  The decrease in loans held-for-sale was due to timing of sales of loans held-for-sale.  The increase in stock in Federal Home Loan Bank and other equity securities was due to the purchase of Federal Home Loan Bank stock.  The decrease in premises and equipment was due to a sale-leaseback of land and building partially occupied by a Bank branch.

The liabilities of the Company set forth in the Unaudited Condensed Consolidated Balance Sheets reflect an increase in total deposits of $17,136,000 or 1.6% from December 31, 2016 to September 30, 2017.  The increase in deposits was due to increases in interest-bearing transaction deposits, savings accounts, and time deposits over $250,000, which were partially offset by decreases in demand accounts, money market accounts, and time deposits $250,000 or less.
 
CHANGES IN RESULTS OF OPERATIONS

Interest Income

The Federal Open Market Committee increased the Federal Funds rate 50 basis points from 0.75% to 1.25% during the nine months ended September 30, 2017.

Interest income on loans for the nine months ended September 30, 2017 was up 7.7% from the same period in 2016, increasing from $22,802,000 to $24,566,000, and was up 8.0% for the three months ended September 30, 2017 over the same period in 2016, increasing from $7,771,000 to $8,394,000.  The increase in interest income on loans for the nine months ended September 30, 2017 as compared to the same period a year ago was primarily due to an increase in average loans and a 4 basis point increase in loan yields.  The increase in interest income on loans for the three months ended September 30, 2017 as compared to the same period a year ago was primarily due to an increase in average loans and a 10 basis point increase in loan yields.  The increase in loan yields was primarily due to the origination of new loans and the repricing of existing loans at higher rates.

Interest income on investment securities available-for-sale for the nine months ended September 30, 2017 was up 35.1% from the same period in 2016, increasing from $2,779,000 to $3,754,000, and was up 34.1% for the three months ended September 30, 2017 over the same period in 2016, increasing from $979,000 to $1,313,000.  The increase in interest income on investment securities for the nine months ended September 30, 2017 as compared to the same period a year ago was due to an increase in average investment securities and a 4 basis point increase in investment yields.  The increase in interest income on investment securities for the three months ended September 30, 2017 as compared to the same period a year ago was primarily due to an increase in average investment securities and an 11 basis point increase in investment yields.

Interest income on interest-bearing due from banks for the nine months ended September 30, 2017 was up 72.4% from the same period in 2016, increasing from $568,000 to $979,000, and was up 128.7% for the three months ended September 30, 2017 over the same period in 2016, increasing from $178,000 to $407,000.  The increase in interest income on interest-bearing due from banks for the nine months ended September 30, 2017 as compared to the same period a year ago was due to a 53 basis point increase in yield on interest-bearing due from banks due to an increase in the Federal Funds rate, which was partially offset by a decrease in average balances of interest-bearing due from banks.  The increase in interest income on interest-bearing due from banks for the three months ended September 30, 2017 as compared to the same period a year ago was due to an 80 basis point increase in yield on interest-bearing due from banks due to an increase in the Federal Funds rate, which was partially offset by a decrease in average balances of interest-bearing due from banks.

Interest income on certificates of deposit for the nine months ended September 30, 2017 was down 41.7% from the same period in 2016, decreasing from $108,000 to $63,000, and was down 67.6% for the three months ended September 30, 2017 over the same period in 2016, decreasing from $37,000 to $12,000.  The decrease in interest income on certificates of deposit for the nine months ended September 30, 2017 as compared to the same period a year ago was due to a decrease in average balances of certificates of deposit due to maturities, which was partially offset by a 16 basis point increase in yield on certificates of deposit.  The decrease in interest income on certificates of deposit for the three months ended September 30, 2017 as compared to the same period a year ago was due to a decrease in average balances of certificates of deposit due to maturities, which was partially offset by a 32 basis point increase in yield on certificates of deposit.

42

Interest income on other earning assets for the nine months ended September 30, 2017 was up 3.7% from the same period in 2016, increasing from $274,000 to $284,000, and was down 4.1% for the three months ended September 30, 2017 over the same period in 2016, decreasing from $97,000 to $93,000.  The increase in interest income on other assets for the nine months ended September 30, 2017 as compared to the same period a year ago was due to an increase in average balances of other earning assets, which was partially offset by a 121 basis point decrease in yield on other earning assets.  The decrease in interest income on other earning assets for the three months ended September 30, 2017 as compared to the same period a year ago was due to a 210 basis point decrease in yield on other earning assets, which was partially offset by an increase in average balances of other earning assets.

The Company had no Federal Funds sold balances during the three and nine months ended September 30, 2017 and September 30, 2016.
 
Interest Expense

Interest expense on deposits and other borrowings for the nine months ended September 30, 2017 was down 6.6% from the same period in 2016, decreasing from $848,000 to $792,000, and was down 5.9% for the three months ended September 30, 2017 over the same period in 2016, decreasing from $289,000 to $272,000.  The decrease in interest expense during the three and nine months ended September 30, 2017 was primarily due to a 2 basis point decrease in the Company's average cost of funds, which was partially offset by an increase in the average balance of interest-bearing liabilities.

The Company had no FHLB advances and related interest expense during the three and nine months ended September 30, 2017 and September 30, 2016.

Provision for Loan Losses

There was a provision for loan losses of $600,000 for the nine months ended September 30, 2017 compared to $1,350,000 for the same period in 2016.  There was no provision for loan losses for the three months ended September 30, 2017 compared to $450,000 for the same period in 2016.  The allowance for loan losses was approximately $11,563,000 or 1.64% of total loans, at September 30, 2017, compared to $10,899,000, or 1.60% of total loans, at December 31, 2016.  The allowance for loan losses is maintained at a level considered adequate by management to provide for probable loan losses inherent in the loan portfolio.

The decrease in the provision for loan losses during the three and nine months ended September 30, 2017 was primarily due to decreased charge-offs and increased recoveries coupled with a decrease in specific reserves on impaired loans, which was partially offset by an increase in loan balances as well as an increase in qualitative risk factors compared to the same periods in 2016.  The increase in qualitative risk factors were primarily for commercial, commercial real estate and consumer loans and were primarily due to increased concentration risk, personnel changes and various economic factors.

Provision for Unfunded Lending Commitment Losses

There was a provision for unfunded lending commitment losses of $0 and $57,000 for the three and nine months ended September 30, 2017, respectively, compared to $0 for the three and nine months ended September 30, 2016.  The increase in provision for unfunded lending commitment losses was primarily due to an increase in qualitative risk factors compared to the same periods in 2016.

The provision for unfunded lending commitment losses is included in non-interest expense in the Condensed Consolidated Statements of Income.
 
Non-Interest Income
 
Non-Interest income was up 22.8% for the nine months ended September 30, 2017 from the same period in 2016, increasing from $5,197,000 to $6,380,000.

The increase was primarily due to the recognition of a pre-tax gain of $1,187,000 on a sale-leaseback transaction related to land and building which is partially occupied by a Bank branch.  The lease carries an initial lease term of six years and is classified as an operating lease.  The sale resulted in a total gain of $1,682,000, of which $495,000 was deferred as a component of Other Liabilities and is being accounted for as a reduction of Occupancy and equipment expense over the initial lease term.

In addition, there were increases in investment and brokerage services income, mortgage brokerage income, loan servicing income, and fiduciary activities income, which was partially offset by decreases in service charges on deposit accounts, gains on sales of loans held-for-sale, and other income.  The increase in investment and brokerage income, mortgage brokerage income, and fiduciary activities income was primarily due to an increase in demand for those services.  The increase in loan servicing income was primarily due to the reversal of impairment expense in the current period.  The decrease in service charges on deposit accounts was primarily due to decreases in fees charged.  The decrease in gains on sales of loans held-for-sale was primarily due to a decrease in the volume of loans-held-for-sale.  The decrease in other income was primarily due to a decrease in rental income due to the sale of land and building in the current period.

43

Non-Interest income was up 7.4% for the three months ended September 30, 2017 from the same period in 2016, increasing from $1,657,000 to $1,780,000.

The increase was primarily due to increases in service charges on deposit accounts, investment and brokerage services income, mortgage brokerage income, loan servicing income and gains on sales of available-for-sale securities, which was partially offset by decreases in gains on sales of loans held-for-sale and other income.  The increase in service charges on deposit accounts was primarily due to increases in fees charged.  The increase in investment and brokerage services and mortgage brokerage income was primarily due to an increase in demand for those services.  The increase in loan servicing income was primarily due to the recognition of impairment expense in the prior period.  The increase in gains on sales of available-for-sale securities was primarily due to increased values of securities sold and current market pricing at the time of sale.  The decrease in gains on sales of loans held-for-sale was primarily due to a decrease in the volume of loans-held-for-sale.  The decrease in other income is primarily due to a decrease in rental income due to the sale of land and building in the current period.

Non-Interest Expenses

Total non-interest expenses were up 8.2% for the nine months ended September 30, 2017 from the same period in 2016, increasing from $20,226,000 to $21,884,000.

The increase was primarily due to increases in salaries and employee benefits, data processing, and other expenses, which was partially offset by a decrease in occupancy and equipment expense.  The increase in salaries and employee benefits was primarily due to an increase in staffing and associated salary expense and profit sharing.  The increase in data processing was primarily due to increases in general data processing costs.  The increase in other expenses was primarily due to increases in provision for unfunded loan commitments, and consulting fees, which was partially offset by decreases in FDIC assessments and postage expense.  The decrease in occupancy and equipment expense was primarily due to a decrease in rent expense due to the expiration of a lease and the amortization of the deferred portion of the gain on sale of lease-back transaction discussed in Non-Interest Income above.

Total non-interest expenses were up 8.5% for the three months ended September 30, 2017 from the same period in 2016, increasing from $6,599,000 to $7,161,000.

The increase was primarily due to increases in salaries and employee benefits and other expenses, which was partially offset by a decrease in occupancy and equipment expense.  The increase in salaries and employee benefits was primarily due to an increase in staffing and associated salary expense and profit sharing.  The increase in other expenses was primarily due to an increase in consulting fees, which were partially offset by a decrease in FDIC assessments.  The decrease in occupancy and equipment expense was primarily due to a decrease in rent expense due to the expiration of a lease and the amortization of the deferred portion of the gain on sale of lease-back transaction discussed in Non-Interest Income above.
 

44

The following table sets forth other non-interest expenses by category for the three and nine months ended September 30, 2017 and 2016.
 
 
 
(in thousands)
 
 
 
Three months ended
September 30, 2017
   
Three months ended
September 30, 2016
   
Nine months ended
September 30, 2017
   
Nine months ended
September 30, 2016
 
Other non-interest expenses
                       
Provision for unfunded loan commitments
 
$
   
$
   
$
57
   
$
 
FDIC assessments
   
95
     
140
     
365
     
450
 
Contributions
   
32
     
37
     
127
     
92
 
Legal fees
   
85
     
66
     
189
     
204
 
Accounting and audit fees
   
102
     
84
     
285
     
269
 
Consulting fees
   
169
     
63
     
530
     
364
 
Postage expense
   
56
     
63
     
185
     
217
 
Telephone expense
   
32
     
37
     
97
     
109
 
Public relations
   
44
     
41
     
147
     
172
 
Training expense
   
31
     
45
     
107
     
117
 
Loan origination expense
   
40
     
12
     
131
     
102
 
Computer software depreciation
   
40
     
40
     
114
     
103
 
Sundry losses
   
41
     
(34
)
   
189
     
46
 
Loan collection expense
   
15
     
13
     
75
     
56
 
Other non-interest expense
   
502
     
516
     
1,519
     
1,454
 
 
                               
Total other non-interest expenses
 
$
1,284
   
$
1,123
   
$
4,117
   
$
3,755
 
 

Income Taxes

The Company's tax rate, the Company's income before taxes and the amount of tax relief provided by non-taxable earnings primarily affect the Company's provision for income taxes.

In the nine months ended September 30, 2017, the Company's expense for income taxes increased $1,370,000 or 38.9% from the same period last year, from $3,519,000 to $4,889,000.

In the three months ended September 30, 2017, the Company's expense for income taxes increased $404,000 or 29.7% from the same period last year, from $1,362,000 to $1,766,000.

The increase in provision for income taxes for the period presented is primarily attributable to the respective levels of taxable earnings combined with the interim effective tax rate and the incidence of allowable deductions, in particular non-taxable municipal bond income, tax credits generated from low-income housing investments, solar tax credits, and excludable interest income.

Off-Balance Sheet Commitments

The following table shows the distribution of the Company's undisbursed loan commitments at the dates indicated.

 
(in thousands)
 
 
       
 
September 30, 2017
 
December 31, 2016
 
 
       
Undisbursed loan commitments
 
$
223,807
   
$
207,207
 
Standby letters of credit
   
2,331
     
3,518
 
Commitments to sell loans
   
488
     
1,848
 
 
 
$
226,626
   
$
212,573
 
 
The reserve for unfunded lending commitments amounted to $850,000 and $793,000 as of September 30, 2017 and December 31, 2016, respectively.  The reserve for unfunded lending commitments is included in other liabilities on the Condensed Consolidated Balance Sheets.  See Note 7 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q, "Financial Instruments with Off-Balance Sheet Risk," for additional information.
 
45

Asset Quality

The Company manages asset quality and credit risk by maintaining diversification in its loan portfolio and through review processes that include analysis of credit requests and ongoing examination of outstanding loans and delinquencies, with particular attention to portfolio dynamics and loan mix.  The Company strives to identify loans experiencing difficulty early enough to correct the problems, to record charge-offs promptly based on realistic assessments of collectability and current collateral values and to maintain an adequate allowance for loan losses at all times.   Asset quality reviews of loans and other non-performing assets are administered using credit risk-rating standards and criteria similar to those employed by state and federal banking regulatory agencies.  The federal bank regulatory agencies utilize the following definitions for assets adversely classified for supervisory purposes:

Substandard Assets – A substandard asset is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful Assets – An asset classified doubtful has all the weaknesses inherent in one classified substandard 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 or improbable.

Other Real Estate Owned and loans rated Substandard and Doubtful are deemed "classified assets".  This category, which includes both performing and non-performing assets, receives an elevated level of attention regarding collection.

The following tables summarize the Company's non-accrual loans net of guarantees of the State of California and U.S. Government by loan category at September 30, 2017 and December 31, 2016:

 
At September 30, 2017
 
At December 31, 2016
 
 
Gross
 
Guaranteed
 
Net
 
Gross
 
Guaranteed
 
Net
 
(in thousands)
                       
 
                       
Commercial
 
$
517
   
$
   
$
517
   
$
5,000
   
$
2,000
   
$
3,000
 
Commercial real estate
   
1,765
     
72
     
1,693
     
540
     
81
     
459
 
Agriculture
   
     
     
     
     
     
 
Residential mortgage
   
125
     
     
125
     
654
     
     
654
 
Residential construction
   
     
     
     
     
     
 
Consumer
   
374
     
     
374
     
103
     
     
103
 
Total non-accrual loans
 
$
2,781
   
$
72
   
$
2,709
   
$
6,297
   
$
2,081
   
$
4,216
 

It is generally the Company's policy to discontinue interest accruals once a loan is past due for a period of 90 days as to interest or principal payments.  When a loan is placed on non-accrual, interest accruals cease and uncollected accrued interest is reversed and charged against current income.  Payments received on non-accrual loans are applied against principal.  A loan may only be restored to an accruing basis when it again becomes well secured and in the process of collection or all past due amounts have been collected.

Non-accrual loans amounted to $2,781,000 at September 30, 2017 and were comprised of two commercial loans totaling $517,000, three commercial real estate loans totaling $1,765,000, two residential mortgage loans totaling $125,000 and one consumer loan totaling $374,000.  Non-accrual loans amounted to $6,297,000 at December 31, 2016 and were comprised of one commercial loan totaling $5,000,000, two commercial real estate loans totaling $540,000, three residential mortgage loans totaling $654,000, and one consumer loan totaling $103,000. If the loan is collateral dependent, it is generally the Company's policy to charge-off the portion of any non-accrual loan that the Company does not expect to collect by writing the loan down to the estimated net realizable value of the underlying collateral.

Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired.  Non-performing impaired loans are non-accrual loans and loans that are 90 days or more past due and still accruing.  Total non-performing impaired loans at September 30, 2017 and December 31, 2016 consisting of loans on non-accrual status totaled $2,781,000 and $6,297,000, respectively.  A restructuring of a loan can constitute a TDR if the Company for economic or legal reasons related to the borrower's financial difficulties grants a concession to the borrower that it would not otherwise consider.  A loan that is restructured in a TDR is considered an impaired loan.  Performing impaired loans totaled $6,865,000 and $4,662,000 at September 30, 2017 and December 31, 2016, respectively.  Performing impaired loans consist of loans modified as TDRs totaling $6,110,000 and other impaired loans totaling $755,000.  The Company expects to collect all principal and interest due from performing impaired loans.  These loans are not on non-accrual status.  The majority of the non-performing impaired loans, in management's opinion, were adequately collateralized based on recently obtained appraised property values or were guaranteed by a governmental entity.  See   "Allowance for Loan Losses" below for additional information.  No assurance can be given that the existing or any additional collateral will be sufficient to secure full recovery of the obligations owed under these loans.

46

As the following table illustrates, total non-performing assets, net of guarantees of the State of California and U.S. Government, including its agencies and its government-sponsored agencies, decreased $752,000, or 17.8%, to $3,464,000 during the first nine months of 2017.  Non-performing assets, net of guarantees, represented 0.3% of total assets at September 30, 2017.

 
 
At September 30, 2017
   
At December 31, 2016
 
 
 
Gross
   
Guaranteed
   
Net
   
Gross
   
Guaranteed
   
Net
 
(dollars in thousands)
                                   
 
                                   
Non-accrual loans
 
$
2,781
   
$
72
   
$
2,709
   
$
6,297
   
$
2,081
   
$
4,216
 
Loans 90 days past due and still accruing
   
755
     
     
755
     
     
     
 
 
                                               
Total non-performing loans
   
3,536
     
72
     
3,464
     
6,297
     
2,081
     
4,216
 
Other real estate owned
   
     
     
     
     
     
 
Total non-performing assets
 
$
3,536
   
$
72
   
$
3,464
   
$
6,297
   
$
2,081
   
$
4,216
 
 
                                               
Non-performing loans (net of guarantees) to total loans
                   
0.5
%
                   
0.6
%
Non-performing assets (net of guarantees) to total assets
                   
0.3
%
                   
0.4
%
Allowance for loan and lease losses to non-performing loans (net of guarantees)
                   
333.8
%
                   
258.5
%

The Company had one loan totaling $755,000 that was 90 days or more past due and still accruing at September 30, 2017 and no loans 90 days or more past due and still accruing at December 31, 2016.

Excluding the non-performing loans cited previously, loans totaling $368,000 and $3,324,000 were classified as substandard or doubtful loans, representing potential problem loans at September 30, 2017 and December 31, 2016, respectively.  In Management's opinion, the potential loss related to these problem loans was sufficiently covered by the Bank's existing loan loss reserve (Allowance for Loan Losses) at September 30, 2017 and December 31, 2016.  The ratio of the Allowance for Loan Losses to total loans at September 30, 2017 and December 31, 2016 was 1.64% and 1.60%, respectively.  
 
Other real estate owned ("OREO") consists of property that the Company has acquired by deed in lieu of foreclosure or through foreclosure proceedings, and property that the Company does not hold title to but is in actual control of, known as in-substance foreclosure.  The estimated fair value of the property is determined prior to transferring the balance to OREO.  The balance transferred to OREO is the estimated fair value of the property less estimated cost to sell.  Impairment may be deemed necessary to bring the book value of the loan equal to the appraised value.  Appraisals or loan officer evaluations are then conducted periodically thereafter charging any additional impairment to the appropriate expense account.  The Company had no OREO as of September 30, 2017 and December 31, 2016.

47


Allowance for Loan Losses

The Company's Allowance for Loan Losses is maintained at a level believed by management to be adequate to provide for loan and other credit losses that can be reasonably anticipated.  The allowance is increased by provisions charged to operating expense and reduced by net charge-offs.  The Company contracts with vendors for credit reviews of the loan portfolio as well as considers current economic conditions, loan loss experience, and other factors in determining the adequacy of the reserve balance.  The allowance for loan losses is based on estimates, and actual losses may vary from current estimates.

The following table summarizes the Allowance for Loan Losses of the Company during the nine months ended September 30, 2017 and 2016, and for the year ended December 31, 2016:
 
Analysis of the Allowance for Loan Losses
(Amounts in thousands, except percentage amounts)

 
 
Nine months ended
September 30,
   
Year ended
December 31,
 
 
 
2017
   
2016
   
2016
 
 
                 
Balance at beginning of period
 
$
10,899
   
$
9,251
   
$
9,251
 
Provision for loan losses
   
600
     
1,350
     
1,800
 
Loans charged-off:
                       
Commercial
   
(220
)
   
(417
)
   
(446
)
Commercial Real Estate
   
     
(15
)
   
(15
)
Agriculture
   
     
     
 
Residential Mortgage
   
     
     
(13
)
Residential Construction
   
     
     
 
Consumer
   
(25
)
   
(52
)
   
(65
)
 
                       
Total charged-off
   
(245
)
   
(484
)
   
(539
)
 
                       
Recoveries:
                       
Commercial
   
149
     
34
     
37
 
Commercial Real Estate
   
     
     
 
Agriculture
   
     
81
     
81
 
Residential Mortgage
   
96
     
1
     
1
 
Residential Construction
   
4
     
4
     
5
 
Consumer
   
60
     
58
     
263
 
 
                       
Total recoveries
   
309
     
178
     
387
 
 
                       
Net recoveries (charge-offs)
   
64
     
(306
)
   
(152
)
 
                       
Balance at end of period
 
$
11,563
   
$
10,295
   
$
10,899
 
 
                       
Ratio of net recoveries (charge-offs) to average loans outstanding during the period (annualized)
   
0.01
%
   
(0.06
%)
   
(0.02
%)
Allowance for loan losses
                       
To total loans at the end of the period
   
1.64
%
   
1.58
%
   
1.60
%
To non-performing loans, net of guarantees at the end of the period
   
333.8
%
   
243.5
%
   
258.5
%

The allowance for loan losses to non-performing loans, net of guarantees was 333.8% and 243.5% as of September 30, 2017 and September 30, 2016, respectively.  The increase in allowance for loan losses to non-performing loans, net of guarantees, was due to an increase in allowance for loan losses and a decrease in non-performing loans.  The increase in allowance for loan losses during the nine months ended September 30, 2017 was due to an increase in total loans as well as an increase in qualitative risk factors primarily for commercial, commercial real estate and consumer loans.  The increase in qualitative risk factors were primarily due to increased concentration risk, personnel changes and various economic factors.
48

Deposits

Deposits are one of the Company's primary sources of funds.  At September 30, 2017, the Company had the following deposit mix: 31.3% in savings and MMDA deposits, 7.2% in time deposits, 28.0% in interest-bearing transaction deposits and 33.5% in non-interest-bearing transaction deposits.  At December 31, 2016, the Company had the following deposit mix: 31.2% in savings and MMDA deposits, 7.1% in time deposits, 27.6% in interest-bearing transaction deposits and 34.1% in non-interest-bearing transaction deposits.  Non-interest-bearing transaction deposits increase the Company's net interest income by lowering its cost of funds.

The Company obtains deposits primarily from the communities it serves.  The Company believes that no material portion of its deposits has been obtained from or is dependent on any one person or industry.  The Company accepts deposits in excess of $250,000 from customers. 

Maturities of time certificates of deposits of over $250,000 outstanding at September 30, 2017 and December 31, 2016 are summarized as follows:

 
 
(in thousands)
 
 
 
September 30, 2017
   
December 31, 2016
 
Three months or less
 
$
5,281
   
$
2,676
 
Over three to twelve months
   
6,972
     
10,058
 
Over twelve months
   
7,761
     
2,524
 
Total
 
$
20,014
   
$
15,258
 


Liquidity and Capital Resources

In order to serve our market area, the Company must maintain adequate liquidity and adequate capital.  Liquidity is measured by various ratios; in management's opinion, the most common being the ratio of net loans to deposits (including loans held-for-sale).  This ratio was 64.3% on September 30, 2017.  In addition, on September 30, 2017, the Company had the following short-term investments (based on remaining maturity and/or next repricing date):  $29,319,000 in securities due within one year or less; and $44,881,000 in securities due in one to five years.

To meet unanticipated funding requirements, the Company maintains short-term unsecured lines of credit with other banks which totaled $80,000,000 at September 30, 2017.  Additionally, the Company has a line of credit with the FHLB, with a borrowing capacity at September 30, 2017 of $293,833,000; credit availability is subject to certain collateral requirements.

The Company's primary source of liquidity on a stand-alone basis is dividends from the Bank.  Dividends from the Bank are subject to regulatory restrictions.

As of September 30, 2017, the Bank's capital ratios exceeded applicable regulatory requirements.  The following table presents the capital ratios for the Bank, compared to the regulatory standards for well-capitalized depository institutions, as of September 30, 2017.

 
(amounts in thousands except percentage amounts)
 
 
Actual
 
Well Capitalized
 
 
Capital
 
Ratio
 
Ratio
Requirement
 
Leverage
 
$
100,120
     
8.50
%
   
5.0
%
Common Equity Tier 1
 
$
100,120
     
12.38
%
   
6.5
%
Tier 1 Risk-Based
 
$
100,120
     
12.38
%
   
8.0
%
Total Risk-Based
 
$
110,256
     
13.64
%
   
10.0
%

49

In July 2013, the Federal Reserve Board and the other U.S. federal banking agencies adopted final rules making significant changes to the U.S. regulatory capital framework for U.S. banking organizations and to conform this framework to the Basel Committee's current international regulatory capital accord (Basel III). These rules replaced the federal banking agencies' general risk-based capital rules, advanced approaches rule, market-risk rule, and leverage rules, in accordance with certain transition provisions. The Bank became subject to the new rules on January 1, 2015. The new rules implement higher minimum capital requirements, include a new common equity Tier 1 capital requirement, and establish criteria that instruments must meet in order to be considered common equity Tier 1 capital, additional Tier 1 capital, or Tier 2 capital. When fully phased in, the final rules will provide for increased minimum capital ratios as follows: (a) a common equity Tier 1 capital ratio of 4.5%; (b) a Tier 1 capital ratio of 6% (which is an increase from 4.0%); (c) a total capital ratio of 8%; and (d) a Tier 1 leverage ratio to average consolidated assets of 4%. Under the new rules, in order to avoid certain limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must hold a capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements (equal to 2.5% of total risk-weighted assets). The phase-in of the capital conservation buffer began on January 1, 2016, and will be completed by January 1, 2019. The new rules also provide for various adjustments and deductions to the definitions of regulatory capital that will phase in through December 31, 2017.
 
50

ITEM 3.   – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company believes that there have been no material changes in the quantitative and qualitative disclosures about market risk as of September 30, 2017, from those presented in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which are incorporated by reference herein.
 
ITEM 4.   – CONTROLS AND PROCEDURES
 
(a)  We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed to meet reasonable assurance standards. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that the design and operation of our disclosure controls and procedures are effective as of September 30, 2017.  This conclusion is based on an evaluation conducted under the supervision and with the participation of management.

(b)  During the quarter ended September 30, 2017, there were no changes in our internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
 
PART II   – OTHER INFORMATION
 
ITEM 1. – LEGAL PROCEEDINGS
 
Neither the Company nor the Bank is a party to any material pending legal proceeding, nor is any of their property the subject of any material pending legal proceeding, except ordinary routine litigation arising in the ordinary course of the Bank's business and incidental to its business, none of which is expected to have a material adverse impact upon the Company's or the Bank's business, financial position or results of operations.
 
ITEM 1A. – RISK FACTORS
 
For a discussion of risk factors relating to our business, please refer to Part I, Item 1A of our 2016 Form 10-K, which is incorporated by reference herein, and to the following:

The Bank's Dependence on Real Estate Lending Increases Our Risk of Losses

At September 30, 2017, approximately 75% of the Bank's loans in principal amount (excluding loans held-for-sale) were secured by real estate.  The value of the Bank's real estate collateral has been, and could in the future continue to be, adversely affected by the economic recession and resulting adverse impact on the real estate market in Northern California.

The Bank's primary lending focus has historically been commercial (including agricultural), construction, and real estate mortgage.  At September 30, 2017, real estate mortgage (excluding loans held-for-sale) and construction loans (residential and other) comprised approximately 70% and 4%, respectively, of the total loans in the Bank's portfolio.  At September 30, 2017, all of the Bank's real estate mortgage and construction loans and approximately 15% of its commercial loans were secured fully or in part by deeds of trust on underlying real estate.  The Company's dependence on real estate increases the risk of loss in both the Bank's loan portfolio and its holdings of other real estate owned if economic conditions in Northern California deteriorate in the future.  California markets have experienced a strong recovery in home prices since the housing market crisis; however, home price growth has begun to moderate and some fundamentals of the housing market have remained soft through the recovery. A renewed downturn and deterioration of the real estate market in Northern California would have a material adverse effect on the Company's business, financial condition, and results of operations.

The CFPB has adopted various regulations which have impacted, and will continue to impact, our residential mortgage lending business.  For additional information, see "Business – Certain CFPB Rules" in Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2016.

51

Adverse economic factors affecting certain industries the Bank serves could adversely affect our business.

We are subject to certain industry specific economic factors.  For example, a portion of the Bank's total loan portfolio is related to residential and commercial real estate, especially in California.  Increases in residential mortgage loan interest rates could have an adverse effect on the Bank's operations by depressing new mortgage loan originations, which in turn could negatively impact the Bank's title and escrow deposit levels.  Additionally, a further downturn in the residential real estate and housing industries in California could have an adverse effect on the Bank's operations and the quality of its real estate and construction loan portfolio.  Although the Bank does not engage in subprime or negative amortization lending, effects of recent subprime market challenges, combined with the ongoing challenges in the U.S. and California real estate markets, could result in further price reductions in single family home prices and a lack of liquidity in refinancing markets.  These factors could adversely impact the quality of the Bank's residential construction, residential mortgage and construction related commercial portfolios in various ways, including by decreasing the value of the collateral for our loans.  These factors could also negatively affect the economy in general and thereby the Bank's overall loan portfolio.
 
The Bank provides financing to, and receives deposits from, businesses in a number of other industries that may be particularly vulnerable to industry-specific economic factors, including the home building, commercial real estate, retail, agricultural, industrial, and commercial industries.  The home building industry in California has been especially adversely impacted by the deterioration in residential real estate markets, which has lead the Bank to take additional provisions and charge-offs against credit losses in this portfolio.  Continued increases in fuel prices and energy costs and the continuation of the drought in California could adversely affect businesses in several of these industries.  Recent wildfires across California and in our market area have resulted in significant damage and destruction of property and equipment. The fire damage caused may result in adverse economic impacts to those affected markets and beyond. Industry specific risks are beyond the Bank's control and could adversely affect the Bank's portfolio of loans, potentially resulting in an increase in non-performing loans or charge-offs and a slowing of growth or reduction in our loan portfolio.

Adverse California Economic Conditions Could Adversely Affect the Bank's Business

The Bank's operations and a substantial majority of the Bank's assets and deposits are generated and concentrated primarily in Northern California, particularly the counties of Placer, Sacramento, Solano and Yolo, and are likely to remain so for the foreseeable future. At September 30, 2017, approximately 75% of the Bank's loan portfolio in principal amount (excluding loans held-for-sale) consisted of real estate-related loans, all of which were secured by collateral located in Northern California. As a result, a downturn in the economic conditions in Northern California may cause the Bank to incur losses associated with high default rates and decreased collateral values in its loan portfolio. Economic conditions in California are subject to various uncertainties including deterioration in the California real estate market and housing industry.
 
At times, economic conditions in California, and especially the regional markets we serve, have been subject to various challenges, including significant deterioration in the residential real estate sector and the California state government's budgetary and fiscal difficulties.  While California home prices and the California economy in general have experienced a recovery in recent years, there can be no assurance that the recovery will continue.  Recent growth in home prices in some California markets may be unsustainable relative to market fundamentals, and home price declines may occur.
In addition, until 2013, the State government of California experienced budget shortfalls or deficits that led to protracted negotiations between the Governor and the State Legislature over how to address the budget gap.  The California electorate approved, in the 2012 general elections, certain increases in the rate of income taxation in California.  However, there can be no assurance that the state's fiscal and budgetary challenges will not recur. In addition, the impact of increased rates of income taxation on the level of economic activity in California cannot be predicted at this time.
Also, municipalities and other governmental units within California have been experiencing budgetary difficulties, and several California municipalities have filed for protection under the Bankruptcy Code. As a result, concerns also have arisen regarding the outlook for the State of California's governmental obligations, as well as those of California municipalities and other governmental units.

Poor economic conditions in California, and especially the regional markets we serve, will cause us to incur losses associated with higher default rates and decreased collateral values in our loan portfolio. If the budgetary and fiscal difficulties of the California State government and California municipalities and other governmental units were to recur or economic conditions in California decline, we expect that our level of problem assets will increase and our prospects for growth will be impaired.


52

Potential Volatility of Deposits May Increase Our Cost of Funds

At September 30, 2017 and December 31, 2016, 2% and 1% of the dollar value of the Company's total deposits was represented by time certificates of deposit in excess of $250,000, respectively.  Although we have adopted a pricing strategy designed to reduce the level of time deposits, these deposits are also considered volatile and could be subject to withdrawal.  Withdrawal of a material amount of such deposits could adversely impact the Company's liquidity, profitability, business prospects, results of operations and cash flows.
 
53

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
 
Exhibit
Number
 
Description of Document
 
 
 
 
Amended and Restated Executive Deferral Plan of First Northern Bank effective July 20, 2017.
     
 
Executive Retirement/Retention Participation Agreement for Joe Danelson, Executive Vice President and Chief Credit Officer.
     
 
Executive Retirement/Retention Participation Agreement for Jeremiah Z. Smith, Senior Executive Vice President and Chief Financial Officer & Chief Operating Officer.
     
 
Rule 13a — 14(a) Certification of Chief Executive Officer
 
 
 
 
Rule 13a — 14(a) Certification of Chief Financial Officer
 
 
 
 
Statement of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
 
 
 
 
Statement of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
 
 
 
101
 
Pursuant to Rule 405 of Regulation S-T, the following financial information from the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, is formatted in XBRL interactive data files: (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Income; (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income; (iv) Condensed Consolidated Statement of Stockholders' Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements.
 

*   In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed "filed" for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
 
54

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

 
 
 
FIRST NORTHERN COMMUNITY BANCORP
 
 
 
 
Date:
November 1, 2017
By:
/s/  Jeremiah Z. Smith
 
 
 
 
 
 
 
Jeremiah Z. Smith, Senior Executive Vice President / Chief Operating Officer and Chief Financial Officer
 
 
 
(Principal Financial Officer and Duly Authorized Officer)

55
Exhibit 10.26
AMENDED AND RESTATED
EXECUTIVE DEFERRAL PLAN
OF FIRST NORTHERN BANK
The Executive Deferral Plan of First Northern Bank (Plan) is hereby restated and amended effective July 20, 2017 by First Northern Bank of Dixon, a California-chartered, FDIC-insured bank with its main office in Dixon, California ("Company").
Recitals
A.
The Company adopted the Plan on December 1, 2001.
B.
Internal Revenue Code (Code) section 409A generally became effective on January 1, 2005.  The Treasury issued final regulations on April 17, 2007, which are generally effective on January 1, 2009.  IRS Notice 2007-86 (along with prior IRS guidance) generally permits nonqualified deferred compensation plans that are subject to Code section 409A to be amended on or before December 31, 2008, to comply with the statute and final regulations, so long as such plans were operated in good faith compliance with the statute and published guidance in the interim.
C.
The Company has administered the Plan in compliance with its terms, consistent with Code section 409A and guidance published by the IRS (including IRS Notice 2005-1 and proposed and final regulations under section 409A), applying a good faith reasonable interpretation, to the extent necessary.
D.
In reliance upon IRS Notice 2007-86 and prior IRS notices, the Company amended the Plan effective January 1, 2009, to fully comply with final regulations under Code section 409A.
E.
The Company now desires to further amend the Plan, effective July 20, 2017, to permit executive retirement/retention award contributions under the Plan.
Purpose
The purpose of this Plan is to provide specified benefits to a select group of management and highly compensated employees who contribute materially to the continued growth, development and future business success of First Northern Bank and its subsidiaries.


Definitions
The following terms or phrases used in the Plan shall have the meanings set forth below:
"Account Balance" shall mean:
For Elective Deferral Accounts: The sum of (a) the Elective Deferral Amounts for all Plan Years and (b) interest credited in accordance with the Plan, reduced by all Plan distributions.
For Executive Retirement/Retention Accounts: The sum of (a) the Executive Retirement/Retention Awards for all Plan Years and (b) interest credited in accordance with the Plan, reduced by all Plan distributions.
"Base Rate" shall be 120% of the Applicable Federal Rate.  The Applicable Federal Rate shall mean for a Plan Year the long term Applicable Federal Rate in effect in December of the immediately preceding Plan Year as published by the IRS (in Revenue Ruling 2009-1 or, as applicable, in subsequent rulings) for instruments having a term in excess of nine (9) years.
 

"Beneficiary" shall mean the person or persons, trusts, estates, or other entities designated by a Participant to receive Plan benefits upon the Participant's death.
"Beneficiary Designation Form" shall mean the form established from time to time by the Committee that a Participant completes, signs, and returns to the Committee to designate one or more Beneficiaries.
"Board" shall mean the Board of Directors of the Company.
"Cause" shall mean that the Participant has:
willfully and intentionally violated any state or federal banking or securities laws or the bylaws, rules, policies or resolutions of the Company or the rules or regulations of the Federal Deposit Insurance Corporation, Federal Reserve Board or other regulatory agency or governmental authority having jurisdiction over the Company; or
been convicted of any felony or a crime involving moral turpitude, or willfully and intentionally committed a fraudulent or dishonest act; or
willfully and intentionally disclosed, without authority, any secret or confidential information concerning the Company or any customer of the Company or taken any action which the Board determines, in its sole discretion and subject to good faith, fair dealing and reasonableness, constitutes unfair competition with or induces any customer to breach any contract with the Company.
"Change in Control" shall mean the occurrence of any of the following events with respect to the Company or its parent holding company, First Northern Community Bancorp ("Bancorp"):
Merger .  A merger into or consolidation with another corporation, or merger of another corporation into Company or Bancorp, and as a result less than 50% of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of Company or Bancorp immediately before the merger or consolidation;
Acquisition of Significant Share Ownership :  One person, or more than one person acting as a group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock possessing thirty percent (30%) or more of the total voting power of the stock of Company or Bancorp (this constitutes acquisition of "Effective Control").  No Change in Control shall occur if additional voting shares are acquired by a person or persons who possessed Effective Control prior to acquiring additional shares.  This subpart (b) shall not apply to beneficial ownership of voting shares held in a fiduciary capacity by an entity of which Company or Bancorp directly or indirectly beneficially owns 50% or more of the outstanding voting securities, or voting shares held by an employee benefit plan maintained for the benefit of the Company's employees.
Change in Board Composition :  A majority of the members of the Board of Directors of Company or Bancorp is replaced during any twelve (12)-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors of Company or Bancorp before the date of the appointment or election.  This subparagraph shall only apply with respect to Bancorp if no other corporation is a majority shareholder of Bancorp.
 

A Change in Control shall only occur with respect to Bancorp if Bancorp (i) is a majority shareholder of the Company; (ii) is a majority shareholder of any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in the Company; or (iii) is otherwise a "Relevant Corporation" as that term is used and defined in Code section 409A.  For purposes of this section, majority shareholder means a shareholder owning more than 50% of the total fan- market value and total voting power of the Company, Bancorp, or a corporation in the chain referenced above.  No Change in Control shall occur unless the event constitutes a "Change in the Ownership of a Corporation" or a "Change in the Effective Control of a Corporation" as defined under Code section 409A.
"Committee" shall mean the administrative committee appointed to manage and administer the Plan.
"Company" shall mean First Northern Bank.
"Disabled" means that the Participant is (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (b) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the Company's employees.  The Company may, in its discretion, rely on a determination by the Social Security Administration or an insurance carrier (if the definition of "disability" applied by the carrier is consistent with this section) in determining whether a Participant is Disabled, and may require the Participant to submit proof of such determination.  The term "Disabled" shall be interpreted consistently with Code section 409A.
 "Election Form" shall mean the form approved from time to time by the Committee that a Participant completes, signs and returns to make a deferral election under the Plan.
"Elective Deferral Account" shall mean the account where Elective Deferral Amounts are allocated under the Plan.
"Elective Deferral Amount" shall be the sum of all of a Participant's Annual Base Salary and/or Annual Bonus deferrals and Rollover Amount for a Plan Year.
"Employer" shall mean the Company and/or any subsidiaries of the Company that have been selected by the Board to participate in the Plan, provided each such subsidiary is a "service recipient" as that term is defined in Treasury Regulations §1.409A-l(g).
"Executive Retirement/Retention Accounts" means a separate account to which Executive Retirement/Retention Awards are allocated as provided under Section 4.1.
"Executive Retirement/Retention Awards" shall mean the amount contributed by the Company on behalf of a Participant pursuant to Section 4.1, which is Performance-Based Compensation.
"Good Reason" shall mean any of:
A material reduction in the Participant's compensation or benefits;
A material reduction in the Participant's title or responsibilities;
 

A relocation of the Participant's principal office so that Participant's one-way commute distance from the Participant's residence is increased by more than forty (40) miles; or
Failure of the Company's successor to assume and perform its duties under this Plan and to assume the liabilities thereunder.
In order for an event to qualify as Good Reason, the Participant must provide the Company with written notice of the acts or omissions constituting the grounds for "Good Reason" within thirty (30) days following the initial existence of the grounds for "Good Reason", must provide the Company with a reasonable cure period of not less than thirty (30) days following the end of such notice and must resign within thirty (30) days following the expiration of the Company's cure period.

"Participant" shall mean any employee of an Employer (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary Designation Form are returned to- and accepted by the Committee and (v) whose Plan Agreement has not terminated. A Participant also includes any employee who has been credited with Executive Retirement/Retention Awards under this Plan. 
"Performance-Based Compensation" means compensation described in Treasury Regulation 1.409A-1(e) that the Committee has determined is subject to the special rule regarding Deferral Elections under Section 3.3(b).
"Performance Based Compensation Period" means the period during which services are performed that are the basis for determining the amount and payment of Performance-Based Compensation.
"Plan Agreement" shall mean a written agreement, as amended from time to time, which is entered into by and between an Employer and a Participant.  Each Plan Agreement executed by a Participant shall provide for the entire benefit to which such Participant is entitled to under the Plan, and the Plan Agreement bearing the latest date of acceptance by the Committee shall govern such entitlement.
The "Plan Year" shall be the calendar year.
"Rollover Amount" shall mean the balance related to a Participant, if any, from the Employer's previous non-qualified deferred compensation plan(s).
"Specified Employee" if a Participant is a Key Employee (defined below) of the Company or any entity that is aggregated with the Company under Code section 414(b) or (c) as of December 31st of any year (the "Determination Date"), and the Company (or any entity that is aggregated with the Company under Code section 414(b) or (c)) has stock that is publicly traded on an established securities market or otherwise, then the Participant shall be treated as a Specified Employee during the 12-month period beginning on the April 1st following the Determination Date.  A Participant is a Key Employee as of a Determination Date if the Participant meets the requirements of Code section 416(i)(l)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the twelve months preceding the Determination Date.
"Termination of Employment" means that the Participant shall have ceased to be employed by the Employer for any reason whatsoever and that the Participant actually separates from service with the Employer and does not continue in his or her prior capacity.  Notwithstanding the foregoing, a Participant's employment shall be deemed to have terminated, and Participant shall have suffered a Termination of Employment, when the Participant and Employer reasonably anticipate that Participant will have a permanent reduction in the level of bona fide services provided to the Employer to a level of service that is less than fifty percent (50%) of the average level of bona fide services provided by the Participant to the Employer in the immediately preceding thirty-six (36) month period.  Termination of Employment does not include the Participant's military leave, sick leave or other bona fide leave of absence (such as temporary employment with the government) if the period of leave does not exceed six months, or if longer, so long as the Participant's right to reemployment is provided either in contract or by statute.  Notwithstanding anything to the contrary, the terms "termination," "termination of employment," "terminates employment" and "employment termination" shall be interpreted consistently with Code section 409A.
 

"Total Cash Compensation" shall mean the Annual Base Salary and Annual Bonus compensation that is to be paid to a Participant for each Plan Year for employment services rendered to any Employer, determined as of the first day of the Plan Year, excluding commissions, overtime and non-monetary awards, before reduction for compensation deferred pursuant to all nonqualified deferred compensation plans of any Employer.
"Unforeseeable Emergency" means a severe financial hardship of the Participant resulting from an illness or accident of the Participant, the Participant's spouse, beneficiary, or dependent; loss of the Participant's property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant (such as the imminent foreclosure of or eviction from a primary residence, the need to pay medical expenses, and the need to pay the funeral expenses of a spouse, beneficiary or dependent); provided however that any such event qualifies as an "unforeseeable emergency" within the meaning of Code section 409A.


Eligibility
Selection by Committee .  The Committee, in its sole discretion, shall establish eligibility qualifications for participation in the Plan.  Participation shall be limited to a select group of management and highly compensated employees of the Employer.  All selected employees shall be entitled to participate in the Plan for the Plan Year in which they are selected, provided they deliver to the Committee and the Committee accepts, within 30 days of selection, all documents required by the Committee for acceptance into the Plan.  Any selected employee who does not meet this 30-day time period shall become a Participant in the Plan commencing with the first day of the Plan Year following the delivery to and acceptance by the Committee of the required documents.
Enrollment Requirements .  As a condition of participation, each Participant so selected shall complete, sign and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form, and shall comply with all further conditions that may be established by the Committee.


Deferrals & Interest Credits
Minimum Deferral .  If a Participant wishes to participate in the Plan, the minimum amount that he or she must defer for any Plan Year is two thousand dollars ($2,000).  If a Participant first becomes eligible after the first day of a Plan Year, the minimum deferral may be an amount equal to two thousand dollars ($2,000), prorated for the portion of the Plan Year during which the Participant is eligible. For Executive Retirement/Retention Awards, a Participant must defer 100% of the award.
 

Maximum Deferral .  For each Plan Year, a Participant may defer up to 50% of his or her Annual Base Salary and/or 100% of his or her Annual Bonus.  The Board, in its sole discretion, may increase the maximum deferral amount prior to the beginning of any Plan Year.
Deferral Election .  To participate in the Plan for a Plan Year, a Participant must make an irrevocable deferral election by timely completing, signing and delivering a new Election Form to the Committee during the applicable enrollment periods as determined by the Committee. The enrollment periods shall be as follows:
a)
Regular Compensation : A Deferral Election with respect to compensation other than Performance-Based Compensation that is earned in the year prior to the applicable Plan Year shall be filed prior to the beginning of that Plan Year.  If a Participant does not timely complete and deliver an Election Form, the Participant shall make no deferrals for that Plan Year.
b)
Performance-Based Compensation : A Deferral Election with respect to Performance-Based Compensation that is earned for services rendered by a Participant during a Performance-Based Compensation Period shall be filed no later than 15 days prior to the date that is six (6) months before the end of such Performance-Based Compensation Period, or such earlier date as determined by the Committee; provided, however, that the Participant provides services to the Company continuously from the later of the beginning of the Performance-Based Compensation Period or the date on which the election is to be made under this section 3.3(b); and further provided, that no such election may be made after such Performance-Based Compensation has become readily ascertainable.
First Year Of Eligibility .  Upon becoming eligible to participate in the Plan, a Participant must complete and sign an Election Form and deliver it to the Committee no later than (a) the last day prior to the beginning of a new Plan Year (with respect to compensation for services performed in the new Plan Year); or (b) thirty (30) days after the date the Participant is selected to participate in the Plan (but only with respect to compensation for services performed after the election is made).
Effect of Election .  A Participant may not modify or revoke a deferral election during a Plan Year by changing the amount of his or her Annual Base Salary or Annual Bonus deferred except in the case of an Unforeseeable Emergency.
Withholding of Elective Deferral Amounts .  The portion of the Annual Base Salary elected to be deferred shall be withheld in equal amounts over the Plan Year.  The portion of the Annual Bonus elected to be deferred annually and the entire Executive Retirement/Retention Award amount shall be withheld in one lump sum.
FICA/Medicare Taxes .  For each Plan Year, the Employer shall ratably withhold from that portion of the Participant's Annual Base Salary and/or Annual Bonus that is not being deferred, the Participant's share of FICA and Medicare taxes based on an amount equal to the Annual Base Salary and/or Annual Bonus before reduction by the amount deferred.  If necessary, the Committee shall reduce the amount deferred in order to comply with this section. For Executive Retirement/Retention Awards, the Employer shall withhold from the Participant's compensation that is not being deferred and/or the first payments to be made under this Plan, the Participant's share of FICA and Medicare taxes imposed on the value of the benefits payable to Participant when such taxes, in the sole judgment of the Employer, are required to be withheld under applicable law.
Interest Crediting Prior to Distribution .  Prior to any distribution of benefits, interest shall be credited and compounded annually on a Participant's Account Balance at the Base Rate.  For purposes of crediting and compounding, all amounts deferred during a Plan Year shall be treated as having been deferred as of the beginning of the Plan Year.  In the event of death or a Termination of Employment prior to the end of a Plan Year, the basis for that year's interest crediting will be a fraction of the full year's interest, based on the number of full months that the Participant was employed with the Employer during the Plan Year.
 

Interest Crediting for Installment Distributions .  In the event a benefit is paid in installments, interest shall be credited on the undistributed portion of the Participant's Account Balance commencing on the first day of the month of the Participant's Termination of Employment using a fixed interest rate that is determined by averaging the Base Rates for the Plan Year in which installment payments commence and the three (3) preceding Plan Years.  If a Participant has completed fewer than four (4) Plan Years, this average shall be determined using the Base Rates for the Plan Years during which the Participant participated in the Plan.


Executive Retirement/Retention Awards
Executive Retirement/Retention Awards .  The Committee in its discretion may designate employees on whose behalf the Company shall make Executive Retirement/Retention Award contributions under the Plan.  The Executive Retirement/Retention Awards shall be credited to an Executive Retirement/Retention Account on behalf of such designated employee, who shall be considered a Participant in the Plan without regard to whether the employee also participates in the Plan pursuant to the elective deferral provisions of Section 3.3.
Vesting of Executive Retirement/Retention Awards.   Each Participant shall be fully vested in his or her Elective Deferral Account at all times and in his or her Executive Retirement/Retention Account as provided in his or her Plan Agreement. Unless otherwise provided in the Plan Agreement, a Participant shall be fully vested in his or her full Executive Retirement/Retention Awards balance in his or her Executive Retirement/Retention Account upon the attainment of age sixty-five (65) while an employee of the Company, death while an employee of the Company, Disability while an employee of the Company, an involuntary termination without Cause or voluntarily termination for Good Reason, or a termination within twenty-four (24) months of a Change in Control.  If, before being fully vested, a Participant has a termination of employment (voluntarily or involuntarily) for any reason not described in the previous sentence, then, unless otherwise provided in the Plan Agreement, the Participant shall forfeit any unvested portion of the Participant's Executive Retirement/Retention Awards, and such forfeited amount shall be retained by the Company.


Unforeseeable Emergencies
Payments Due To Unforeseeable Emergency .  If a Participant experiences an Unforeseeable Emergency, he or she may petition the Committee to receive a partial or full payout from his or her Elective Deferral Account.  Upon the Committee's determination that the Participant has suffered an Unforeseeable Emergency, the Company shall distribute to the Participant all or a portion of his or her Elective Deferral Account Balance.  Distributions due to an Unforeseeable Emergency will be limited to the amount that the Committee determines is reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution).  In making this determination, the Committee will take into account any additional compensation that is available to the Participant.  Distributions due to an Unforeseeable Emergency may not be allowed to the extent that the Unforeseeable Emergency may be relieved through reimbursement or compensation from insurance or otherwise, or by liquidation of the Participant's assets (to the extent liquidation of such assets would not cause severe financial hardship).  Distributions due to an Unforeseeable Emergency shall be made in accordance with Code section 409A.
 

Cancellation Of Deferral Election Following Distribution Due To Unforeseeable Emergency .  If a Participant receives a distribution pursuant to Section 5.1, the Participant's Deferral Election shall be cancelled for any remaining portion of the current Plan Year.  The Participant shall be eligible to make a new Deferral Election for any subsequent Plan Year that begins after the year in which a Participant receives a distribution due to an Unforeseeable Emergency.


Termination Benefit
Eligibility for Termination Benefit .  Upon a Termination of Employment, a Participant shall receive a distribution of any Elective Deferral Account Balance and vested Executive Retirement/Retention Account, subject to Section 4.2 (the "Termination Benefit").
Method of Payment .  The Company shall pay the Termination Benefit in the form elected by the Participant on the Election Form.  Lump sum payments shall be made within forty- five (45) days after the Participant's Termination of Employment.  Monthly installment payments shall begin on the first day of the first month following the Participant's Termination of Employment.  If a Participant does not elect a form of payment, then benefits shall by paid in a single lump sum payment.
Changes to Distribution Election .  A Participant may change the time or form of payment elected on an Election Form by filing a new Election Form, subject to the following rules:
The modified election shall not be effective until 12 months after the date made;
For payments beginning as a result of the Participant's Termination of Employment, payments beginning at a fixed time or on a fixed schedule, or payments due as a result of a Change in Control, the first payment due under the modified election must be deferred for a period of at least five years from the date such payment would have been made in the absence of the modified election; and
With respect to payments beginning at a fixed time or on a fixed schedule, a Participant must modify his or her distribution election at least 12 months prior to the first scheduled payment due under the Plan.
Death Prior to Completion of Payments .  If the Participant dies after the payment of Termination Benefits has begun, the present value of any remaining payments due to the Participant shall be paid to the Participant's designated Beneficiary within sixty (60) days following the date that the Committee receives proof of the Participant's death.  For purposes of this section, present value shall be calculated using the discount rate specified in section 3.9, determined as of the date of the Participant's death.
Delayed Payments to Specified Employees .  If the Participant is a Specified Employee as of the date benefit payments are scheduled to begin, payment shall be delayed and shall not begin prior to the date that is six (6) months after Termination of Employment (or, if earlier than the end of the six-month period, the date of death of the Participant).  Payments to which the Participant would otherwise be entitled during the first six months following Termination of Employment, but for this provision, shall be accumulated and paid on the first day of the seventh month following Termination.
 

Cashout of Small Balances .  The Committee may, in its discretion, require a mandatory lump sum payment of amounts deferred under this Plan that do not exceed the applicable dollar amount under Code section 402(g)(1)(B) for any given year, provided that any required exercise of the Committee's discretion is evidenced in writing no later than the date of such payment, and provided that the payment results in the termination and liquidation of the Participant's entire interest under the Plan, including all agreements, methods, programs, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under this Plan in accordance with Code section 409A.


Survivor Benefit
Eligibility for Survivor's Benefit .  Except as provided below, if a Participant dies prior to Termination of Employment, the Participant's Beneficiary shall receive a Survivor's Benefit.
Survivor's Benefit - Amount .  In the event of a Participant's death prior to a Termination of Employment and prior to the termination of the Plan, the amount of the benefit payable to the Participant's Beneficiary shall be the Participant's Account Balances as of the date of death, subject to any vesting restrictions under Section 4.2.
Survivor's Benefit - Method of Payment .  The Survivor's Benefit will be paid in a lump sum within sixty (60) days of the date the Committee receives proof of the Participant's death.


Disability Waiver
Disability Waiver .  If a Participant receives a distribution from his or her Elective Deferral Account due to an Unforeseeable Emergency under section 5.1, and the Participant's Deferral Election is cancelled for the balance of the Plan Year under section 5.2, then the Participant shall be entitled to additional credits to his or her Elective Deferral Account Balance if the Unforeseeable Emergency is due to an illness or accident that also results in the Participant being Disabled.  In this event, the Participant's Elective Deferral Account Balance shall be credited with any portion of his or her Annual Base Salary deferral that is suspended under section 5.2 for the Plan Year in which the Disability began and the Annual Base Salary deferral for every Plan Year thereafter until the Disability ceases and the Participant returns to work, or until there is a Termination of Employment.  The last Election Form received by the Committee prior to the Participant's disability shall determine the Annual Base Salary deferral for purposes of this section.  If the Participant's disability ceases prior to the completion of a Plan Year, the Participant shall only be credited with the Annual Base Salary deferral for that Plan Year that would have been credited if the Participant had not been Disabled and had compensation withheld through the date the disability ceases.


Beneficiary
Beneficiary .  Each Participant shall have the right, at any time, to designate any person or persons as his or her Beneficiary or Beneficiaries (both primary as well as contingent) to receive Plan benefits that may become payable to a Beneficiary upon the Participant's death.
Beneficiary Designation: Change: Spousal Consent .  A Participant shall designate his or her Beneficiary or Beneficiaries by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent.  A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee's rules and procedures, as in effect from time to time.  If the Participant names someone other than his or her spouse as a Beneficiary, a spousal consent, in the form designated by the Committee, must be signed by that Participant's spouse and returned to the Committee.  Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled.  The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death.
 

Acknowledgment .  No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Committee.
No Beneficiary Designation .  If a Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's benefits, then the Participant's designated Beneficiary shall be deemed to be his or her surviving spouse.  If the Participant has no surviving spouse, any Plan benefits remaining to be paid to a Beneficiary shall be payable to the Participant's estate.
Subsequent Divorce .  A beneficiary designation naming a Participant's spouse as Beneficiary shall be deemed revoked upon the Participant's subsequent divorce from that spouse.
Doubt as to Beneficiary .  If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right to withhold such payments until this matter is resolved to the Committee's satisfaction.
Discharge of Obligations .  The payment of Plan benefits to a Beneficiary shall fully and completely discharge the Employer from all further obligations under this Plan with respect to the deceased Participant and all of his or her Beneficiaries.


Employer/Participant Liability
General Assets .  Amounts payable to a Participant shall be paid exclusively from the general assets of the Participant's Employer.
Employer's Liability .  The Employer's liability for the payment of benefits shall be defined only by this Plan, as entered into between the Employer and a Participant.
Limitation of Obligation .  The Employer shall have no obligation except as expressly provided for in the Plan.
Participant Cooperation .  The Participant must cooperate with any Employer and the Committee in furnishing all information requested by the Employer and/or Committee to facilitate the payment of benefits, and the administration and operation of the Plan.  Such cooperation shall extend beyond the termination of the Plan Agreement and the Participant's participation in the Plan.
Unsecured General Creditor .  Participants, their Beneficiaries and their heirs, successors and assigns are general unsecured creditors of the Employer for the payment of Plan benefits, and shall have no legal or equitable rights, interest or claims in any property or assets of any Employer.  Any and all of an Employer's assets shall be, and remain, the general, unpledged unrestricted assets of the Employer.  The Employer's obligations under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.  The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors.  Any insurance on the Participant's life that may be purchased by the Company is a general asset of the Company to which the Participant and beneficiary have no preferred or secured claim.  This Plan is intended to constitute an unfunded arrangement maintained by the Company primarily for the purpose of providing deferred compensation for a member of a select group of management or highly compensated employees, as described in sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 (ERISA).  This Plan shall at all times be construed and interpreted consistently with ERISA to be such an arrangement and consistently with the requirements of Code section 409A, as amended from time to time.



No Guarantee of Employment
No Guarantee of Employment .  Nothing in this Agreement shall be construed as creating a contract of employment or altering in any manner the employment relationship with a Participant which is hereby acknowledged to be an "at will" employment relationship that can be terminated at any time for any reason, with or without cause, unless otherwise expressly provided in a written employment agreement.  All terms and conditions of a Participant's current employment shall remain the same.  Nothing in this Plan creates, or is meant to create, any obligation on the part of the Employer to keep a Participant employed or not to terminate a Participant at any time and for any reason.


Termination, Amendment or Modification
Termination .  Any Employer reserves the right to terminate the Plan at any time with respect to Participants employed by that Employer.  The termination of the Plan shall not adversely affect any Participant or Beneficiary who has become entitled to the payment of any Plan benefits as of the date of Plan termination.  Upon Plan termination, all Plan Agreements shall terminate, and Plan benefits shall be payable as follows:
In the case of a Plan termination that is not a Discretionary Plan Termination, a Participant's Account Balances shall be paid out at the time and in the manner otherwise specified in this Plan, without regard to the Plan termination.
In the case of a Plan termination that occurs prior to a Change in Control and is a Discretionary Plan Termination, a Participant shall be entitled to the benefit that the Participant would have received if the Participant had experienced a Termination of Employment on the date of Plan termination and such benefit shall be payable in the manner it would have otherwise been payable had the Participant had experienced a Termination of Employment on the date of Plan termination.
In the case of a Plan termination that occurs after a Change in Control and is a Discretionary Plan Termination, a Participant shall be entitled to the benefit that the Participant would have received if the Participant had experienced a Termination of Employment on the date of Plan termination and such benefit shall be payable in a lump sum (representing the present value of the payments that would have been payable upon Termination of Employment, using the Base Rate for the Plan Year in which the Plan termination occurs as the discount rate) within forty-five (45) days following the Plan termination.
Amendment .  Any Employer may, at any time, amend or modify the Plan in whole or in part with respect to that Employer, provided, however, that no amendment or modification shall be effective to decrease or restrict the present value, using the Base Rate for the Plan Year of the amendment or modification as the discount rate, of a Participant's Account Balance at the time the amendment or modification is made, calculated as if the Participant had experienced a Termination of Employment as of the effective date of the amendment or modification.  The amendment or modification of the Plan shall not affect any Participant or Beneficiary who has become entitled to the payment of Plan benefits as of the date of the amendment or modification.
 

Discretionary Plan Termination. "Discretionary Plan Termination" shall mean the Employer's discretionary termination of the Plan under one of the following circumstances:
Within twelve (12) months following a corporate dissolution taxed under Code section 331, or with the approval of a bankruptcy court pursuant to section 503(b)(1)(A) of Title 11 of the United States Code, provided that an affected Participant's Plan benefits are included in the Participant's income on the latest of:
The calendar year in which the Plan terminates;
The calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or
The first calendar year in which the payment is administratively practicable;
Within the thirty (30) days preceding or the twelve (12) months following a Change in Control, provided that all arrangements sponsored by the Employer, that would be aggregated with any terminated arrangement under Treasury Regulations §1.409A-l(c) if a Participant participated in all of the arrangements, are terminated, such that a Participant and all other participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date of termination of the arrangements;
Where:
The termination and liquidation does not occur proximate to a downturn in the financial health of the Employer;
The Employer terminates all arrangements sponsored by the Employer that would be aggregated with any terminated arrangement under Treasury Regulations §1.409A-l(c) if a Participant participated in all of the arrangements;
No payments are made within twelve (12) months of the termination, other than payments that would have been payable if the termination had not occurred;
All payments are made within twenty-four (24) months of the termination; and
The Employer does not adopt a new deferred compensation plan that would be aggregated with any terminated arrangement under Treasury Regulations §1.409A-l(c), if a Participant participated in both arrangements, within three (3) years following the date the Employer takes all necessary action to irrevocably terminate and liquidate the Plan; or
Upon such other events and conditions as the Commissioner of the Internal Revenue Service may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.
Legal Fees to Enforce Rights After Change in Control .  The Company is aware that upon the occurrence of a Change in Control, the Board (which might then be composed of new members) or a shareholder of any Employer, or of any successor corporation might then cause or attempt to cause an Employer or such successor to refuse to comply with its obligations under the Plan and might cause or attempt to cause an Employer to institute, or may institute, litigation seeking to deny Participants the benefits intended under the Plan.  In these circumstances, the purpose of the Plan could be frustrated.  Accordingly, if, following a Change in Control, it should appear to any Participant that the Company or the Participant's Employer has failed to comply with any of its obligations under the Plan or any agreement thereunder or, if the Company, the Participant's Employer or any other person takes any action to declare the Plan void or unenforceable or institutes any litigation or other legal action designed to deny, diminish or to recover from any Participant the benefits intended to be provided, then the Company and the Participant's Employer irrevocably authorize such Participant to retain counsel of his or her choice at the expense of the Company and the Participant's Employer to represent such Participant in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or the Participant's Employer, or any director, officer, shareholder or other person affiliated with the Company, the Participant's Employer or any successor thereto in any jurisdiction.
 

Effect of Payment .  The full payment of the applicable Plan benefit shall completely discharge all obligations to a Participant under this Plan and the Participant's Plan Agreement shall terminate.


Other Benefits and Agreements
Coordination with Other Benefits .  The benefits provided for a Participant and Participant's Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Employer.  The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.


Restrictions on Alienation of Benefits
Nonassignability .  Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt, the amounts if any, payable hereunder, or any part thereof No part of the amounts payable shall, prior to actual payment, be subject to any claims of creditors and, in particular, they shall not be subject to attachment, garnishment, seizure or sequestration by any creditor for the payment of any debts, judgments, obligations, alimony or separate maintenance owed by a Participant or any other person, or be transferable by operation of law in the event of a Participant's or any other person's bankruptcy or insolvency.


Administration of the Plan
Committee Administration .  The general administration of this Plan, as well as construction and interpretation thereof shall be the responsibility of the Committee, the number of members of which shall be designated and appointed from time to time by, and shall serve at the pleasure of the Board.
Committee Authority .  Subject to the Plan, the Committee shall from time to time establish rules, forms and procedures for the administration of the Plan.  Except as otherwise expressly provided, the Committee shall have the exclusive right to interpret the Plan and to decide any and all matters arising thereunder.  The Committee's decisions shall be conclusive and binding upon all persons having or claiming to have any right or interest under the Plan.
Committee Indemnity .  No member of the Committee shall be liable for any act or omission of any other member of the Committee, or for any act or omission on his own part, excepting his or her own willful misconduct.  The Employer shall indemnify and save harmless each member of the Committee against any and all expenses and liabilities arising out of his or her membership on the Committee, with the exception of expenses and liabilities arising out of his or her own willful misconduct.
 

Employer's Obligations to the Committee .  To enable the Committee to perform its functions, each Employer shall supply full and timely information to the Committee on all matters relating to the compensation of all Participants, their death or Termination of Employment, and such other pertinent facts as the Committee may require.
Agents .  In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit and may, from time to time, consult with counsel who may be counsel to any Employer.


Claims Procedures
Presentation of Claim .  A Participant or a Beneficiary of a deceased Participant (the "Claimant") may deliver to the Committee a written claim for a determination with respect to the amounts (a) credited to (or deducted from) the Participant's Account Balance, or (b) distributable to the Claimant.  If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant.  The claim must state with particularity the determination desired by the Claimant.
Notification of Decision.  The Committee shall consider a Claimant's claim within a reasonable time, and shall notify the Claimant in writing:
that the Claimant's requested determination has been made, and that the claim has been allowed in full; or
that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant's requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:
the specific reason(s) for the denial of the claim, or any part of it;
specific reference(s) to pertinent provisions of the Plan upon which such denial was based;
a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; and
an explanation of the claim review procedure.
Review of a Denied Claim .  Within sixty (60) days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant's duly authorized representative) may file with the Committee a written request for a review of the denial of the claim.  Thereafter, but not later than thirty (30) days after the review procedure began, the Claimant (or the Claimant's duly authorized representative):
may review pertinent documents;
may submit written comments or other documents; and/or
 

may request a hearing, which the Committee, in its sole discretion, may grant.
Decision on Review .  The Committee shall render its decision on review promptly, and not later than sixty (60) days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which case the Committee's decision must be rendered within 120 days after such date.  Such decision must be written in a manner calculated to be understood by the Claimant, and it must contain:
specific reasons for the decision;
specific reference(s) to the pertinent Plan provisions upon which the decision was based; and
such other matters as the Committee deems relevant.


Miscellaneous
Notice .  Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail to:
First Northern Bank
Attn: Vice President of Human Resources
195 North First Street
Dixon, California 95620
Notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.
Insurance .  The Company may acquire insurance on the life of one or more Participants.  The Company will be the owner and beneficiary of the policy(ies).  The Participant will have no interest in or right to any policy purchased by the Company.
Tax Consequences .  The Company does not insure or guarantee the tax consequences of payments from the Plan, and the Participant certifies that his or her decision to defer his or her compensation is not due to any reliance upon financial, tax or legal advice given by the Company, or its employees, agents, accountants or legal advisors.
Successors .  The Plan shall be binding upon, and inure to the benefit of the Employer and its respective successors or assigns, and upon a Participant, the Participant's Beneficiaries and the Participant's successors, assigns, heirs, executors and administrators.
Spouse's Interest .  The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner including but not limited to such spouse's will, nor shall such interest pass under the laws of intestate succession.
Guardian .  If a Plan benefit becomes payable to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person's property, the Committee may direct payment to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person upon appropriate indemnification of the Employer and the Committee.  The Committee may require such proof of minority, incompetency, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit.
 

Governing Law .  The Plan and all Plan Agreements shall be governed by and construed under the laws of the State of California.
Pronouns .  Masculine pronouns wherever used shall include feminine pronouns and the singular shall include the plural.
Headings .  The headings of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.
Validity .  In the event any Plan provision shall be illegal or invalid for any reason, the illegality or invalidity of that provision shall not affect the remaining parts hereof, but the Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein.
IN WITNESS WHEREOF Louise A.  Walker has signed this Plan document this 20 th day of July, 2017.
 
FIRST NORTHERN BANK
 
   
By:   /s/ Louise A. Walker
 
Title:             President and CEO



FIRST NORTHERN BANK

EXECUTIVE RETIREMENT/RETENTION PARTICIPATION AGREEMENT
FOR JOE DANELSON

                                                                                                                                                            

This Executive Retirement/Retention Participation Agreement (the "Agreement") is entered into as of this 1 st day of August, 2017,  by and between First Northern Bank of Dixon, a California-chartered, FDIC-insured bank with it main office in Dixon, California ("Company") and Joe Danelson (the "Executive").

Whereas , the Executive has contributed substantially to the success of the Company and its parent corporation, First Northern Community Bancorp, and the Company desires that the Executive continue employment,

Whereas , the Compensation Committee has reviewed and approved of this Agreement and the Executive's participation herein, and approves of the Executive's participation in the First Northern Bank Executive Deferral Plan ("Plan") for any bonus amounts awarded to the Executive under the terms of this Agreement,

Whereas , the Executive wishes to accept participation in this Agreement subject to all terms herein,

Whereas , the Company and the Executive acknowledge that this Agreement is not a guarantee of employment and may be terminated as specified in 3.2 below,

Now Therefore, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


SECTION 1
PURPOSE
 
The purpose of this Agreement is to provide a supplementary Executive Retirement/Retention Award to the Executive that vests and becomes payable upon continued employment of the Executive to age 65, as described below.  The Executive Retirement/Retention Award shall be awardable to the Executive only upon achievement of goals specified by the Board.  Once awarded, the Executive agrees to voluntarily defer 100% of the award into Plan, such deferral subject to all the terms of the Plan in addition to those specified in this Agreement.  Any capitalized term not defined herein shall have the meaning assigned to such term in the Plan.

Amendments that may be made to the Plan from time to time shall apply to any Executive Retirement/Retention Awards granted and deferred under this Agreement.




SECTION 2
DEFINITIONS
  
2.01 Board .  "Board" means the Board of Directors of the Company.
 
2.02 Code .  "Code" means the Internal Revenue Code of 1986, as amended from time to time.
 

 
2.03 Compensation Committee .  "Compensation Committee" means the Compensation Committee of the Board.

2.04 Disability .  "Disability" means that the Executive is (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (b) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the Company's employees.  The Company may, in its discretion, rely on a determination by the Social Security Administration or an insurance carrier (if the definition of "disability" applied by the carrier is consistent with this section) in determining whether the Executive has a Disability, and may require the Executive to submit proof of such determination.  The term "Disability" shall be interpreted consistently with Code section 409A.

2.05 Early Termination Date .  "Early Termination Date" means any date on which the Executive's Service with the Company ends prior to the Executive's 65 th birthday.

2.06 ERISA .  "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.07 Executive Retirement/Retention Award .  "Executive Retirement/Retention Award" means the bonus paid to the Executive, and immediately deferred, based on the extent to which the Performance Goal approved by the Compensation Committee was achieved.  The Compensation Committee shall determine and communicate to the Executive the Executive Retirement/Retention Award in advance of each year, except the initial Executive Retirement/Retention Award shall be communicated upon the execution of this Agreement.  The Executive agrees to immediately defer any and all Executive Retirement/Retention Awards into the Bank's Executive Deferral Plan subject to all the terms of the Plan and those additional terms specified in this Agreement.
 
2.08 Normal Termination Date .  "Normal Termination Date" means any date the Executive terminates Service on or after the Executive's 65 th birthday.

2.09 Performance Goal .  "Performance Goal" means goals determined by the Compensation Committee the achievement of which shall result in the payment, and immediate deferral, of an Executive Retirement/Retention Award under this Agreement.  The Compensation Committee shall determine and communicate to the Executive the Performance Goal in advance of each year, except the initial Performance Goal shall be communicated upon the execution of this Agreement.

2.10 Service .  "Service" means the period during which an Employee is employed by the Company commencing with the Employee's first day of employment and continuing through the termination of such employment.


SECTION 3
VESTING OF EXECUTIVE RETIREMENT/RETENTION AWARDS
 

3.1 Vesting .  Executive Retirement/Retention Awards granted to the Executive shall be payable to the Executive according to the terms of the Plan and the additional terms of this Section 3.1.  Unless otherwise provided in this section, the Executive shall become fully vested in his Executive Retirement/Retention Award balance as of his 65 th birthday, provided he remains in continuous Service through his Normal Termination Date.

(a)
Voluntary Termination at an Early Retirement Date – If the Executive voluntarily terminates employment without Good Reason at an Early Termination Date, then the Executive shall forfeit any unvested deferral balances derived from the deferral of Executive Retirement/Retention Awards granted under the terms of this Agreement.
(b)
Involuntary Termination without Cause   or Voluntary Termination for Good Reason – If the Executive's employment is involuntarily terminated without Cause (as described in Section 3.3 of this Agreement), or voluntarily terminated for Good Reason, the Executive shall vest 100% in all deferral balances derived from Executive Retirement/Retention Awards granted under this Agreement.  The payment of such amounts shall be determined by the terms of the Plan.
(c)
Involuntary Termination With Cause – If the Executive's employment is involuntarily terminated with Cause (as described in Section 3.3 of this Agreement), the Executive shall forfeit any and all deferral balances derived from the deferral of Executive Retirement/Retention Awards granted under the terms of this Agreement.
(d)
Termination Due to Death, Disability, or Change in Control -- If the Executive's employment is terminated due to the Executive's death, Disability, or within 24 months of a Change in Control, then the Executive shall vest 100% in all deferral balances derived by Executive Retirement/Retention Awards granted under this Agreement.  The payment of such amounts shall be determined by the terms of the Plan.
 
 

3.2  Change in Employment Status .  If the Compensation Committee determines that the Executive's performance is no longer at a level which deserves reward through participation in this Agreement, but does not terminate the Executive's employment, participation herein and eligibility to receive additional Executive Retirement/Retention Awards shall cease.  The amount payable to the Executive under the terms of this Agreement shall be determined based on Executive Retirement/Retention Awards granted prior to a change in employment status subject to the provisions of 3.1 above.

3.3 Discharge for Cause .  Notwithstanding any other provisions of this Agreement, no benefit shall be paid under the terms of this Agreement if the Executive's employment with the Company has been terminated for "Cause." Cause shall mean that the Executive has:
(a)
Willfully and intentionally violated any state or federal banking or securities laws or the bylaws, rules, policies or resolutions of the Company or the rules or regulations of the Federal Deposit Insurance Corporation, Federal Reserve Board or other regulatory agency or governmental authority having jurisdiction over the Company; or
(b)
Been convicted of any felony or a crime involving moral turpitude, or willfully and intentionally committed a fraudulent or dishonest act; or
(c)
Willfully and intentionally disclosed, without authority, any secret or confidential information concerning the Company or any customer of the Company or taken any action which the Board determines, in its sole discretion and subject to good faith, fair dealing and reasonableness, constitutes unfair competition with or induces any customer to breach any contract with the Company.



SECTION 4
BENEFITS PAYABLE
 
Benefits payable to the Executive, or to the Executive's Beneficiaries shall be determined based on the terms of the Plan and the terms of this Agreement.  Any benefit payable is subject to the vesting provisions of Section 3 of this Agreement.
 
4.1 Income Tax Withholding . The Company shall withhold from any amount paid under this Agreement any and all federal, state and local income taxes and any other taxes that are required to be withheld from such payment under applicable law.
 
4.2 FICA Tax Withholding . The Company shall withhold from the Executive's other compensation and/or from the first payments to be made under this Agreement, the Executive's share of FICA and other employment taxes imposed on the value of the benefits payable from this Agreement when such taxes, in the sole judgment of the Company, are required to be withheld under applicable law.  If any law provides the Company discretion as to the timing of tax withholding, the Company shall have the sole right determine when taxes shall be withheld.
 
4.3 Unfunded Status and Source of Benefit Payments . This Agreement is intended to be unfunded for purposes of both ERISA and the Code. This Agreement does not require any segregated or separate assets. The benefits provided under this Agreement shall be paid solely from the general assets of the Company.
 

SECTION 5
BENEFICIARY DESIGNATION AND ADMINISTRATION

All beneficiary designation and Executive elections shall be governed by the terms of the Plan. Except for the communication of Performance Goals and Executive Retirement/Retention Awards, and the additional vesting requirement of Section 3 of this Agreement, the administration of the deferral balances generated by this Agreement shall be governed by the terms of the Plan.



    IN WITNESS WHEREOF , the Company and Executive have caused this Agreement to be duly executed for and on behalf of the Company by its duly authorized officers, and on behalf of the Executive and the Executive's beneficiaries, on this the 1 st day of August, 2017.
 
     
FIRST NORTHERN BANK
Louise Walker
   
By:
 
 /s/ Louise Walker
   
Title:
 
  President/CEO
 

EXECUTIVE – Mr. Joe Danelson
   
By:
 
  /s/ Joe Danelson
   
Title:
 
  Executive Vice President / Chief Credit Officer



FIRST NORTHERN BANK

EXECUTIVE RETIREMENT/RETENTION PARTICIPATION AGREEMENT
FOR JEREMIAH Z. SMITH
                 
                                                                               

This Executive Retirement/Retention Participation Agreement (the "Agreement") is entered into as of this 1st day of August, 2017,  by and between First Northern Bank of Dixon, a California-chartered, FDIC-insured bank with it main office in Dixon, California ("Company") and Jeremiah Z. Smith (the "Executive").

Whereas , the Executive has contributed substantially to the success of the Company and its parent corporation, First Northern Community Bancorp, and the Company desires that the Executive continue employment,

Whereas , the Compensation Committee has reviewed and approved of this Agreement and the Executive's participation herein, and approves of the Executive's participation in the First Northern Bank Executive Deferral Plan ("Plan") for any bonus amounts awarded to the Executive under the terms of this Agreement,

Whereas , the Executive wishes to accept participation in this Agreement subject to all terms herein,

Whereas , the Company and the Executive acknowledge that this Agreement is not a guarantee of employment and may be terminated as specified in 3.2 below,

Now, Therefore, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


SECTION 1
PURPOSE
 
The purpose of this Agreement is to provide a supplementary Executive Retirement/Retention Award to the Executive that vests and becomes payable upon continued employment of the Executive through the later of the date he becomes the Chief Executive Officer of the Company and his 65 th birthday, as described below.  The Executive Retirement/Retention Award shall be awardable to the Executive only upon achievement of goals specified by the Compensation Committee.  Once awarded, the Executive agrees to voluntarily defer 100% of the award into Plan, such deferral subject to all the terms of the Plan in addition to those specified in this Agreement.  Any capitalized term not defined herein shall have the meaning assigned to such term in the Plan.

Amendments that may be made to the Plan from time to time shall apply to any Executive Retirement/Retention Awards granted and deferred under this Agreement.




SECTION 2
DEFINITIONS
  
2.01 Board .  "Board" means the Board of Directors of the Company.
 

2.02 Code .  "Code" means the Internal Revenue Code of 1986, as amended from time to time.
 
2.03 Compensation Committee .  "Compensation Committee" means the Compensation Committee of the Board.

2.04 Disability . "Disability" means that the Executive is (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (b) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the Company's employees.  The Company may, in its discretion, rely on a determination by the Social Security Administration or an insurance carrier (if the definition of "disability" applied by the carrier is consistent with this section) in determining whether the Executive has a Disability, and may require the Executive to submit proof of such determination.  The term "Disability" shall be interpreted consistently with Code section 409A.

2.06 ERISA .  "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.07 Executive Retirement/Retention Award .  "Executive Retirement/Retention Award" means the bonus paid to the Executive, and immediately deferred, based on the extent to which the Performance Goal approved by the Compensation Committee was achieved.  The Compensation Committee shall determine and communicate to the Executive the Executive Retirement/Retention Award in advance of each year, except the initial Executive Retirement/Retention Award shall be communicated upon the execution of this Agreement.  The Executive agrees to immediately defer any and all Executive Retirement/Retention Awards into the Bank's Executive Deferral Plan subject to all the terms of the Plan and those additional terms specified in this Agreement.
 
2.08 Performance Goal .  "Performance Goal" means goals determined by the Compensation Committee the achievement of which shall result in the payment, and immediate deferral, of an Executive Retirement/Retention Award under this Agreement.  The Compensation Committee shall determine and communicate to the Executive the Performance Goal in advance of each year, except the initial Performance Goal shall be communicated upon the execution of this Agreement.

2.09 Service .  "Service" means the period during which an Employee is employed by the Company commencing with the Employee's first day of employment and continuing through the termination of such employment.


SECTION 3
VESTING OF EXECUTIVE RETIREMENT/RETENTION AWARDS
 

3.1 Vesting .  Executive Retirement/Retention Awards granted to the Executive shall be payable to the Executive according to the terms of the Plan and the additional terms of this Section 3.1.  Unless otherwise provided in this section, the Executive shall become 50% vested in his Executive Retirement/Retention Award balance on the date he becomes Chief Executive Officer of the Company, and fully vested in the remaining 50% of his Executive Retirement/Retention Award balance upon his 65 th birthday, in each case provided he remains in continuous Service through such date.

(a)
Voluntary Termination – If the Executive voluntarily terminates employment without Good Reason, then the Executive shall forfeit any unvested deferral balances derived from the deferral of Executive Retirement/Retention Awards granted under the terms of this Agreement.
(b)
Involuntary Termination without Cause   or Voluntary Termination for Good Reason – If the Executive's employment is involuntarily terminated without Cause (as described in Section 3.3 of this Agreement), or voluntarily terminated for Good Reason, the Executive shall vest 100% in all deferral balances derived from Executive Retirement/Retention Awards granted under this Agreement.  The payment of such amounts shall be determined by the terms of the Plan.
(c)
Involuntary Termination With Cause – If the Executive's employment is involuntarily terminated with Cause (as described in Section 3.3 of this Agreement), the Executive shall forfeit any and all deferral balances derived from the deferral of Executive Retirement/Retention Awards granted under the terms of this Agreement.
(d)
Termination Due to Death, Disability, or Change in Control -- If the Executive's employment is terminated due to the Executive's death, Disability, or within 24 months of a Change in Control, then the Executive shall vest 100% in all deferral balances derived by Executive Retirement/Retention Awards granted under this Agreement.  The payment of such amounts shall be determined by the terms of the Plan.
(e)
Chief Executive Officer Succession – If an individual other than Louise Walker or the Executive is appointed Chief Executive Officer of the Company, the Executive shall immediately vest 100% in all deferral balances derived from the Executive Retirement/Retention Awards granted under this Agreement.  The payment of such amounts shall be determined by the terms of the Plan.
 
 

3.2  Change in Employment Status .  If the Compensation Committee determines that the Executive's performance is no longer at a level which deserves reward through participation in this Agreement, but does not terminate the Executive's employment, participation herein and eligibility to receive additional Executive Retirement/Retention Awards shall cease.  The amount payable to the Executive under the terms of this Agreement shall be determined based on Executive Retirement/Retention Awards granted prior to a change in employment status subject to the provisions of 3.1 above.

3.3 Discharge for Cause .  Notwithstanding any other provisions of this Agreement, no benefit shall be paid under the terms of this Agreement if the Executive's employment with the Company has been terminated for "Cause." Cause shall mean that the Executive has:
(a)
Willfully and intentionally violated any state or federal banking or securities laws or the bylaws, rules, policies or resolutions of the Company or the rules or regulations of the Federal Deposit Insurance Corporation, Federal Reserve Board or other regulatory agency or governmental authority having jurisdiction over the Company; or
(b)
Been convicted of any felony or a crime involving moral turpitude, or willfully and intentionally committed a fraudulent or dishonest act; or
(c)
Willfully and intentionally disclosed, without authority, any secret or confidential information concerning the Company or any customer of the Company or taken any action which the Board determines, in its sole discretion and subject to good faith, fair dealing and reasonableness, constitutes unfair competition with or induces any customer to breach any contract with the Company.


SECTION 4
BENEFITS PAYABLE
 
Benefits payable to the Executive, or to the Executive's Beneficiaries shall be determined based on the terms of the Plan and the terms of this Agreement.  Any benefit payable is subject to the vesting provisions of Section 3 of this Agreement.
 
4.1 Income Tax Withholding . The Company shall withhold from any amount paid under this Agreement any and all federal, state and local income taxes and any other taxes that are required to be withheld from such payment under applicable law.
 
4.2 FICA Tax Withholding . The Company shall withhold from the Executive's other compensation and/or from the first payments to be made under this Agreement, the Executive's share of FICA and other employment taxes imposed on the value of the benefits payable from this Agreement when such taxes, in the sole judgment of the Company, are required to be withheld under applicable law.  If any law provides the Company discretion as to the timing of tax withholding, the Company shall have the sole right determine when taxes shall be withheld.
 
4.3 Unfunded Status and Source of Benefit Payments . This Agreement is intended to be unfunded for purposes of both ERISA and the Code. This Agreement does not require any segregated or separate assets. The benefits provided under this Agreement shall be paid solely from the general assets of the Company.
 

SECTION 5
BENEFICIARY DESIGNATION AND ADMINISTRATION

All beneficiary designation and Executive elections shall be governed by the terms of the Plan. Except for the communication of Performance Goals and Executive Retirement/Retention Awards, and the additional vesting requirement of Section 3 of this Agreement, the administration of the deferral balances generated by this Agreement shall be governed by the terms of the Plan.



 


IN WITNESS WHEREOF , the Company and Executive have caused this Agreement to be duly executed for and on behalf of the Company by its duly authorized officers, and on behalf of the Executive and the Executive's beneficiaries, on this the 1st day of August, 2017.
 
     
FIRST NORTHERN BANK
   
By:
 
 /s/ Louise Walker
   
Title:
 
  President/CEO
 

EXECUTIVE - Mr. Jeremiah Z. Smith
   
By:
 
 /s/ Jeremiah Z. Smith
   
Title:
 
  Senior Executive Vice President / Chief Operating Officer and Chief Financial Officer



EXHIBIT 31.1

Rule 13(a) - 14(a) / 15(d) - 14(a) Certification

I, Louise A. Walker, certify that:

1. I have reviewed this report on Form 10-Q of First Northern Community Bancorp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
Date: November 1, 2017
 
 
 
/s/ Louise A. Walker
 
 
 
Louise A. Walker, President and Chief Executive Officer
 

EXHIBIT 31.2

Rule 13(a) - 14(a) / 15(d) - 14(a) Certification

I, Jeremiah Z. Smith, certify that:

1. I have reviewed this report on Form 10-Q of First Northern Community Bancorp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 1, 2017
 
 
 
/s/ Jeremiah Z. Smith
 
 
 
Jeremiah Z. Smith, Senior Executive Vice President / Chief Operating Officer and Chief Financial Officer
 

EXHIBIT   32.1

CERTIFICATION PURSUANT TO 18 U.S.C. § 1350

In connection with the filing of the Quarterly Report of First Northern Community Bancorp (the "Company") on Form 10-Q for the period ended September 30, 2017 (the "Report"), I, Louise A. Walker, the Chief Executive Officer of the Company, certify pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge,

(i)        the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(ii)        the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 
 
 
 
Date:
November 1, 2017
 
/s/  Louise A. Walker
 
 
 
 
 
 
 
Louise A. Walker, President and Chief Executive

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. § 1350

In connection with the filing of the Quarterly Report of First Northern Community Bancorp (the "Company") on Form 10-Q for the period ended September 30, 2017 (the "Report"), I, Jeremiah Z. Smith, the Chief Financial Officer of the Company, certify pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge,

(i)        the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(ii)        the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 
 
 
 
Date:
November 1, 2017
 
/s/  Jeremiah Z. Smith
 
 
 
 
 
 
 
Jeremiah Z. Smith, Senior Executive Vice President / Chief Operating Officer and Chief Financial Officer