UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the Quarterly Period Ended September 30, 2021

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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbols(s)	Name of each exchange on which registered
None	Not Applicable	Not Applicable

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 every Interactive Data File required to be submitted 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 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 ☒	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 November 1, 2021 was 13,467,734.

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	33
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	53
ITEM 3. – DEFAULTS UPON SENIOR SECURITIES	53
ITEM 4. – MINE SAFETY DISCLOSURES	53
ITEM 5. – OTHER INFORMATION	53
ITEM 6. – EXHIBITS	53
SIGNATURES	54

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, 2021			December 31, 2020
Assets
Cash and cash equivalents	$	415,628		$	267,177
Certificates of deposit		13,511			16,923
Investment securities – available-for-sale		617,110			435,080
Loans, net of allowance for loan losses of $14,001 at September 30, 2021 and $15,416 at December 31, 2020		823,470			875,830
Loans held-for-sale		2,161			9,190
Stock in Federal Home Loan Bank and other equity securities, at cost		7,097			6,480
Premises and equipment, net		6,754			6,513
Interest receivable and other assets		38,725			38,183
Total Assets	$	1,924,456		$	1,655,376
Liabilities and Stockholders’ Equity
Liabilities:
Demand deposits	$	814,103		$	645,538
Interest-bearing transaction deposits		425,633			390,126
Savings and MMDA's		457,601			385,908
Time, $250,000 or less		38,943			41,947
Time, over $250,000		13,377			14,643
Total deposits		1,749,657			1,478,162
Federal Home Loan Bank advances		—			5,000
Interest payable and other liabilities		20,255			21,557
Total Liabilities		1,769,912			1,504,719
Commitments and contingencies (Note 7)
Stockholders' Equity:
Common stock, no par value; 16,000,000 shares authorized; 13,467,734 shares issued and outstanding at September 30, 2021 and 13,634,463 shares issued and outstanding at December 31, 2020		105,917			107,527
Additional paid-in capital		977			977
Retained earnings		47,771			37,115
Accumulated other comprehensive (loss) income, net		(121	)		5,038
Total Stockholders’ Equity		154,544			150,657
Total Liabilities and Stockholders’ Equity	$	1,924,456		$	1,655,376

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, 2021			Three months ended September 30, 2020		Nine months ended September 30, 2021			Nine months ended September 30, 2020
Interest and dividend income:
Loans	$	9,905		$	10,815	$	29,616		$	29,752
Due from banks interest bearing accounts		211			160		503			852
Investment securities
Taxable		1,635			1,500		4,612			4,924
Non-taxable		153			131		436			355
Other earning assets		104			82		289			289
Total interest and dividend income		12,008			12,688		35,456			36,172
Interest expense:
Deposits		231			314		686			1,217
Total interest expense		231			314		686			1,217
Net interest income		11,777			12,374		34,770			34,955
(Reversal of) provision for loan losses		(1,800	)		800		(1,500	)		2,250
Net interest income after (reversal of) provision for loan losses		13,577			11,574		36,270			32,705
Non-interest income:
Service charges on deposit accounts		437			325		1,203			980
Gains on sales of loans held-for-sale		305			834		1,351			1,584
Investment and brokerage services income		174			138		470			422
Mortgage brokerage income		53			—		67			54
Loan servicing income		78			50		538			178
Debit card income		658			581		1,929			1,588
(Losses) gains on sales/calls of available-for-sale securities		(20	)		254		(221	)		296
Other income		223			207		645			584
Total non-interest income		1,908			2,389		5,982			5,686
Non-interest expenses:
Salaries and employee benefits		5,995			6,049		17,223			17,212
Occupancy and equipment		841			935		2,547			2,722
Data processing		839			640		2,557			1,968
Stationery and supplies		60			66		193			220
Advertising		100			131		250			304
Directors’ fees		88			103		210			224
Other real estate owned recovery		—			—		—			(1	)
Other expense		1,311			1,326		4,111			3,678
Total non-interest expenses		9,234			9,250		27,091			26,327
Income before provision for income taxes		6,251			4,713		15,161			12,064
Provision for income taxes		1,742			1,288		4,168			3,255
Net income	$	4,509		$	3,425	$	10,993		$	8,809
Basic earnings per common share	$	0.34		$	0.25	$	0.82		$	0.65
Diluted earnings per common share	$	0.33		$	0.25	$	0.81		$	0.65

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, 2021			Three months ended September 30, 2020			Nine months ended September 30, 2021			Nine months ended September 30, 2020
Net income	$	4,509		$	3,425		$	10,993		$	8,809
Other comprehensive (loss) income, net of tax:
Unrealized holding (losses) gains arising during the period, net of tax effect of $(463) and $37 for the three months ended September 30, 2021 and September 30, 2020, respectively, and $(2,145) and $2,593 for the nine months ended September 30, 2021 and September 30, 2020, respectively		(1,147	)		92			(5,316	)		6,430
Less: reclassification adjustment due to losses (gains) realized on sales of securities, net of tax effect of $6 and $(73) for the three months ended September 30, 2021 and September 30, 2020, respectively, and $64 and $(85) for the nine months ended September 30, 2021 and September 30, 2020, respectively		14			(181	)		157			(211	)
Other comprehensive (loss) income, net of tax	$	(1,133	)	$	(89	)	$	(5,159	)	$	6,219
Comprehensive income	$	3,376		$	3,336		$	5,834		$	15,028

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						Additional Paid-in		Retained			Accumulated Other Comprehensive Income (Loss),
	Shares			Amounts			Capital		Earnings			net of tax			Total
Balance at December 31, 2019		12,919,132		$	100,187		$	977	$	31,617		$	134		$	132,915
Net income										2,679						2,679
Other comprehensive income, net of taxes													5,069			5,069
Stock dividend adjustment		1,310			348					(348	)					—
Cash in lieu of fractional shares		(166	)							(8	)					(8	)
Stock-based compensation					134											134
Common shares issued related to restricted stock grants		38,224			—											—
Stock options exercised, net		10,067			4											4
Balance at March 31, 2020		12,968,567		$	100,673		$	977	$	33,940		$	5,203		$	140,793
Net income										2,705						2,705
Other comprehensive income, net of taxes													1,239			1,239
Stock-based compensation					149											149
Balance at June 30, 2020		12,968,567		$	100,822		$	977	$	36,645		$	6,442		$	144,886
Net income										3,425						3,425
Other comprehensive loss, net of taxes													(89	)		(89	)
Stock-based compensation					148											148
Common shares issued related to restricted stock grants		700			—											—
Balance at September 30, 2020		12,969,267		$	100,970		$	977	$	40,070		$	6,353		$	148,370
Balance at December 31, 2020		13,634,463		$	107,527		$	977	$	37,115		$	5,038		$	150,657
Net income										3,178						3,178
Other comprehensive loss, net of taxes													(4,172	)		(4,172	)
Stock dividend adjustment		1,282			329					(329	)					—
Cash in lieu of fractional shares		(168	)							(8	)					(8	)
Stock-based compensation					144											144
Common shares issued related to restricted stock grants		38,400			—											—
Stock options exercised, net		6,108			—											—
Balance at March 31, 2021		13,680,085		$	108,000		$	977	$	39,956		$	866		$	149,799
Net income										3,306						3,306
Other comprehensive income, net of taxes													146			146
Stock-based compensation					148											148
Common shares issued related to restricted stock grants		3,000			—											—
Stock repurchase and retirement		(82,549	)		(925	)										(925	)
Balance at June 30, 2021		13,600,536		$	107,223		$	977	$	43,262		$	1,012		$	152,474
Net income										4,509						4,509
Other comprehensive loss, net of taxes													(1,133	)		(1,133	)
Stock-based compensation					148											148
Restricted stock forfeited		(468	)		—											—
Stock repurchase and retirement		(132,334	)		(1,454	)										(1,454	)
Balance at September 30, 2021		13,467,734		$	105,917		$	977	$	47,771		$	(121	)	$	154,544

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, 2021			Nine months ended September 30, 2020
Cash Flows From Operating Activities
Net income	$	10,993		$	8,809
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		562			723
Accretion and amortization of investment securities premiums and discounts, net		3,039			1,341
Valuation adjustment on mortgage servicing rights		24			305
Increase in deferred loan origination fees and costs, net		49			4,254
(Reversal of) provision for loan losses		(1,500	)		2,250
Stock-based compensation		440			431
Losses (gains) on sales/calls of available-for-sale securities		221			(296	)
Amortization of operating lease right-of-use asset		781			769
Gains on sales of loans held-for-sale		(1,351	)		(1,584	)
Proceeds from sales of loans held-for-sale		58,529			58,616
Originations of loans held-for-sale		(51,914	)		(57,552	)
Changes in assets and liabilities:
Decrease (increase) in interest receivable and other assets		1,019			(2,453	)
Decrease in interest payable and other liabilities		(1,587	)		(1,370	)
Net cash provided by operating activities		19,305			14,243
Cash Flows From Investing Activities
Proceeds from calls or maturities of available-for-sale securities		15,190			33,330
Proceeds from sales of available-for-sale securities		21,917			14,201
Principal repayments on available-for-sale securities		68,753			47,991
Purchase of available-for-sale securities		(298,390	)		(108,312	)
Net decrease (increase) in certificates of deposit		3,412			(3,442	)
Net decrease (increase) in loans		55,576			(203,478	)
Net proceeds from (purchases) redemption of Federal Home Loan Bank stock and other equity securities, at cost		(617	)		94
Purchases of premises and equipment		(803	)		(842	)
Net cash used in investing activities		(134,962	)		(220,458	)
Cash Flows From Financing Activities
Net increase in deposits		271,495			360,369
Proceeds from Federal Home Loan Bank advances		—			10,000
Principal payments on Federal Home Loan Bank advances		(5,000	)		—
Cash dividends paid in lieu of fractional shares		(8	)		(8	)
Stock options exercised		—			4
Repurchases of common stock		(2,379	)		—
Net cash provided by financing activities		264,108			370,365
Net increase in Cash and Cash Equivalents		148,451			164,150
Cash and Cash Equivalents, beginning of period		267,177			111,493
Cash and Cash Equivalents, end of period	$	415,628		$	275,643
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	679		$	1,222
Income taxes	$	3,270		$	3,350
Supplemental disclosures of non-cash investing and financing activities:
Stock dividend distributed	$	6,636		$	7,016
Unrealized holding (losses) gains on available for sale securities, net of taxes	$	(5,159	)	$	6,219
Transfer of loans held-for-sale to loans held-for-investment	$	1,765		$	—

See notes to unaudited condensed consolidated financial statements.

7

FIRST NORTHERN COMMUNITY BANCORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021 and 2020 and December 31, 2020 

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, 2020 as filed with the Securities and Exchange Commission (''SEC''). 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, 2020. 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 the accounting area that 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 Losses” 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:

The Coronavirus Aid, Relief and Economic Security (‘CARES’) Act was passed by Congress and signed into law on March 27, 2020. Section 4013 of the CARES Act provides that a financial institution may elect to not apply GAAP requirements to loan modifications related to the COVID-19 pandemic that would otherwise be categorized as a TDR, and suspends the determination of loan modifications related to the COVID-19 pandemic from being treated as TDRs.  The relief from TDR guidance applies to modifications of loans that were not more than 30 days past due as of December 31, 2019, and modifications that occurred beginning on March 1, 2020 until the earlier of: sixty days after the date on which the national emergency related to the COVID-19 outbreak is terminated or December 31, 2020. The suspension of TDR accounting and reporting guidance may not be applied to any adverse impact on the credit of a borrower that is not related to the COVID-19 pandemic.  In December 2020, the Consolidated Appropriations Act, 2021 was signed into law. Section 541 of this legislation, “Extension of Temporary Relief From Troubled Debt Restructurings and Insurer Clarification,” extends Section 4013 of the CARES Act to the earlier of January 1, 2022 or 60 days after the termination of the national emergency declaration relating to COVID-19. Future TDRs are indeterminable and will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.

8

On April 3, 2020, the SEC Office of the Chief Accountant issued a public statement communicating that for eligible entities that elect to apply Section 4013 of the CARES Act, the SEC staff would not object that this is in accordance with GAAP for the periods for which such elections are available. In June 2020, the American Institute of Certified Public Accountants published Q&A Section 2130.41 regarding a technical question regarding the recognition of interest income on Section 4013 loans which provided multiple permitted policy elections regarding the recognition of interest on Section 4013 restructured loans.

The Bank has continued to actively assist its communities by providing temporary loan relief under Section 4013 of the CARES Act. This relief included loan modifications which include forbearance programs (both full payment deferrals and interest only payments) to customers who have been negatively impacted by the pandemic. For loans that have been provided temporary full payment deferrals, the Bank has made a policy election to cease recognition of interest income during the term of the payment deferrals (generally three to six months). Upon completion of the forbearance period, the foregone interest over the deferral period is capitalized as deferred interest and recognized as an adjustment to the effective interest rate over the life of the loan using the effective yield method.  Loans that were provided interest only payment relief will continue to accrue interest over the interest only period provided that the loans continue to perform as agreed. This policy election does not impact the Bank’s existing policies regarding non-accrual determinations if reasonable doubt exists as to the full and timely collection of interest or principal or when a loan becomes contractually past due by ninety days or more with respect to interest or principal regardless of whether a loan was modified under Section 4013 of the CARES Act.  On March 22, 2020, the Federal bank regulatory agencies issued joint guidance advising that the agencies have confirmed with the staff of the Financial Accounting Standards Board that short-term modifications due to COVID-19, made on a good faith basis to borrowers who were current prior to relief, are not TDRs.  The CARES Act also provided relief from TDR classification for certain COVID-19 loan modifications.  The Bank elected not to classify modifications as TDRs that meet the criteria under either the CARES Act or the criteria specified by the regulatory agencies as TDRs.

In March 2020, the FASB issued ASU 2020-02, Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842).  This ASU adds an SEC paragraph pursuant to the issuance of SEC Staff Accounting Bulletin No. 119 on loan losses to the FASB Codification Topic 326. This ASU also updates the SEC section of the Codification for the change in the effective date of Topic 842.  This ASU was effective upon addition to the FASB Codification.  The Company adopted ASU 2016-02, Leases (Topic 842) on January 1, 2019.  ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) is effective on January 1, 2023 for smaller reporting companies with less than $250 million in public float as defined in the SEC's rules (such as the Company).  While the Company is currently unable to reasonably estimate the impact of adopting ASU 2016-13, it expects that the impact of adoption will be significantly influenced by the composition, characteristics and quality of the Company’s loan and securities portfolios as well as the prevailing economic conditions and forecasts as of the adoption date.

In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments.  The amendments in ASU 2020-03 make narrow-scope improvements to various aspects of the financial instruments guidance, including the current expected credit losses (CECL) standard issued in 2016.  The ASU is part of the FASB’s ongoing Codification improvement project aimed at clarifying specific areas of accounting guidance to help avoid unintended application. The items addressed in that project generally are not expected to have a significant effect on current accounting practice or create a significant administrative cost for most entities.  Effective dates for each amendment vary.  The Company does not expect the adoption of this update to have a significant impact on the Company's consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848).  This ASU provides temporary optional guidance to ease the potential burden in accounting for reference rate reform.  This ASU provides optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform.  This ASU was effective for all entities as of March 12, 2020 through December 31, 2022.  The Company is in the process of evaluating the provisions of this ASU, but does not expect it to have a material impact on the Company's consolidated financial statements.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope.  This ASU clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU also amends the expedients and exceptions in Topic 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition.  An entity may elect to apply ASU 2021-01 on contract modifications that change the interest rate used for margining, discounting, or contract price alignment retrospectively as of any date from the beginning of the interim period that includes March 12, 2020, or prospectively to new modifications from any date within the interim period that includes or is subsequent to January 7, 2021, up to the date that financial statements are available to be issued.   An entity may elect to apply ASU 2021-01 to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020, and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020.  The Company is in the process of evaluating the provisions of this ASU, but does not expect it to have a material impact on the Company's consolidated financial statements.

9

3.  INVESTMENT SECURITIES

The amortized cost, unrealized gains and losses and estimated fair values of investments in debt and other securities at September 30, 2021 are summarized as follows:

(in thousands)	Amortized cost		Unrealized gains		Unrealized losses			Estimated fair value
Investment securities available-for-sale:
U.S. Treasury Securities	$	78,243	$	554	$	(187	)	$	78,610
Securities of U.S. government agencies and corporations		101,162		461		(965	)		100,658
Obligations of states and political subdivisions		38,681		1,375		(360	)		39,696
Collateralized mortgage obligations		139,255		1,198		(650	)		139,803
Mortgage-backed securities		256,910		2,839		(1,406	)		258,343
Total debt securities	$	614,251	$	6,427	$	(3,568	)	$	617,110

The amortized cost, unrealized gains and losses and estimated fair values of investments in debt and other securities at December 31, 2020 are summarized as follows:

(in thousands)	Amortized cost		Unrealized gains		Unrealized losses			Estimated fair value
Investment securities available-for-sale:
U.S. Treasury Securities	$	37,910	$	982	$	(1	)	$	38,891
Securities of U.S. government agencies and corporations		105,506		1,317		(265	)		106,558
Obligations of states and political subdivisions		31,013		1,878		(9	)		32,882
Collateralized mortgage obligations		71,531		1,937		(8	)		73,460
Mortgage-backed securities		179,021		4,359		(91	)		183,289
Total debt securities	$	424,981	$	10,473	$	(374	)	$	435,080

The Company had $7,470,000 and $15,487,000 in proceeds from sales, calls and maturities of available-for-sale securities for the three-month periods ended September 30, 2021 and 2020, respectively.  The Company had $37,107,000 and $47,531,000 in proceeds from sales, calls and maturities of available-for-sale securities for the nine-month periods ended September 30, 2021 and 2020, respectively.  Gross realized gains on sales/calls of available-for-sale securities were $0 and $254,000 for the three-month periods ended September 30, 2021 and 2020, respectively.  Gross realized losses on sales of available-for-sale securities were $20,000 and $0 for the three-month periods ended September 30, 2021 and 2020, respectively.  Gross realized gains on sales/calls of available-for-sale securities were $322,000 and $342,000 for the nine-month periods ended September 30, 2021 and 2020, respectively.  Gross realized losses on sales of available-for-sale securities were $543,000 and $46,000 for the nine-month periods ended September 30, 2021 and 2020, respectively.

The amortized cost and estimated market value of debt and other securities at September 30, 2021, by contractual maturity, are shown in the following table:

(in thousands)	Amortized cost		Estimated fair value
Maturity in years:
Due in one year or less	$	15,608	$	15,763
Due after one year through five years		126,175		126,715
Due after five years through ten years		52,282		52,037
Due after ten years		24,021		24,449
Subtotal		218,086		218,964
MBS & CMO		396,165		398,146
Total	$	614,251	$	617,110

10

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.

An analysis of gross unrealized losses of the available-for-sale investment securities portfolio as of September 30, 2021, follows:

(in thousands)	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	$	51,178	$	(187	)	$	—	$	—		$	51,178	$	(187	)
Securities of U.S. government agencies and corporations		68,390		(924	)		3,459		(41	)		71,849		(965	)
Obligations of states and political subdivisions		13,830		(268	)		909		(92	)		14,739		(360	)
Collateralized Mortgage obligations		85,401		(650	)		—		—			85,401		(650	)
Mortgage-backed securities		152,432		(1,406	)		—		—			152,432		(1,406	)
Total	$	371,231	$	(3,435	)	$	4,368	$	(133	)	$	375,599	$	(3,568	)

No decline in value was considered “other-than-temporary” during the first nine months of 2021.  One hundred fifty-two securities, all considered investment grade, which had an aggregate fair value of $371,231,000 and a total unrealized loss of $3,435,000 have been in an unrealized loss position for less than twelve months as of September 30, 2021.  Three securities, all considered investment grade, which had an aggregate fair value of $4,368,000 and a total unrealized loss of $133,000 have been in an unrealized loss position for more than twelve months as of September 30, 2021. The unrealized losses on the Company's investment securities were caused by market conditions for these types of investments, particularly changes in risk-free interest rates.  The Company does not intend to sell the securities and has concluded it is not more likely than not that the Company will be required to sell these securities prior to recovery of their anticipated cost basis. Therefore, the Company does not consider these investments to be other than temporarily impaired as of September 30, 2021.

The fair value of investment securities could decline in the future if the general economy deteriorates, inflation increases, credit ratings decline, the issuer's financial condition deteriorates, or the liquidity for securities declines. As a result, other than temporary impairments may occur in the future.  The coronavirus pandemic and the impact of governmental health measures in response thereto may increase the likelihood of such other than temporary impairments.

An analysis of gross unrealized losses of the available-for-sale investment securities portfolio as of December 31, 2020, follows:

(in thousands)	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	$	4,276	$	(1	)	$	—	$	—	$	4,276	$	(1	)
Securities of U.S. government agencies and corporations		58,164		(265	)		—		—		58,164		(265	)
Obligations of states and political subdivisions		1,603		(9	)		—		—		1,603		(9	)
Collateralized Mortgage obligations		1,697		(8	)		—		—		1,697		(8	)
Mortgage-backed securities		30,208		(91	)		—		—		30,208		(91	)
Total	$	95,948	$	(374	)	$	—	$	—	$	95,948	$	(374	)

Investment securities carried at $41,004,000 and $41,916,000 at September 30, 2021 and December 31, 2020, respectively, were pledged to secure public deposits or for other purposes as required or permitted by law.

11

4.  LOANS

The composition of the Company’s loan portfolio, by loan class, as of September 30, 2021 and December 31, 2020 was as follows:

($ in thousands)	September 30, 2021			December 31, 2020
Commercial	$	165,661		$	255,926
Commercial Real Estate		484,840			454,053
Agriculture		90,821			95,048
Residential Mortgage		75,200			64,497
Residential Construction		5,174			4,223
Consumer		17,792			19,467
		839,488			893,214
Allowance for loan losses		(14,001	)		(15,416	)
Net deferred origination fees and costs		(2,017	)		(1,968	)
Loans, net	$	823,470		$	875,830

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. Paycheck Protection Program (“PPP”) loans outstanding included in Commercial loans totaled $72 million and $155 million as of September 30, 2021 and December 31, 2020, respectively.

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. Problem commercial real estate loans are generally identified by periodic review of financial information that may include financial statements, tax returns, payment history of the borrower, and site 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. 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.

12

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.

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. Once repayment is questionable, and the loan has been deemed classified, collateral valuations are obtained periodically (generally annually but may be more frequent depending on the collateral type).

As of September 30, 2021, approximately 19% in principal amount of the Company's loans were for general commercial uses, including professional, retail and small businesses. Approximately 58% 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 11% in principal amount of the Company's loans were for agriculture, approximately 9% in principal amount of the Company’s loans were residential mortgage loans, approximately 1% in principal amount of the Company’s loans were residential construction loans and approximately 2% in principal amount of the Company’s loans were consumer loans.

Once a loan becomes delinquent or 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 utilize a recent 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, 2021 and December 31, 2020, all loans were pledged under a blanket collateral lien to secure actual or potential borrowings from the Federal Home Loan Bank (“FHLB”).

13

Non-accrual and Past Due Loans

The Company’s loans by delinquency and non-accrual status, as of September 30, 2021 and December 31, 2020, 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, 2021
Commercial	$	163,418	$	1,960	$	250	$	—	$	33	$	165,661
Commercial Real Estate		482,818		—		—		—		2,022		484,840
Agriculture		81,691		—		—		—		9,130		90,821
Residential Mortgage		75,058		—		—		—		142		75,200
Residential Construction		5,169		5		—		—		—		5,174
Consumer		17,073		38		—		—		681		17,792
Total	$	825,227	$	2,003	$	250	$	—	$	12,008	$	839,488
December 31, 2020
Commercial	$	255,563	$	—	$	—	$	—	$	363	$	255,926
Commercial Real Estate		449,178		—		—		—		4,875		454,053
Agriculture		85,918		—		—		—		9,130		95,048
Residential Mortgage		64,344		—		—		—		153		64,497
Residential Construction		4,223		—		—		—		—		4,223
Consumer		18,777		—		—		—		690		19,467
Total	$	878,003	$	—	$	—	$	—	$	15,211	$	893,214

Non-accrual loans amounted to $12,008,000 at September 30, 2021 and were comprised of one commercial loan totaling $33,000, two commercial real estate loans totaling $2,022,000, three agriculture loans totaling $9,130,000, one residential mortgage loan totaling $142,000, and three consumer loans totaling $681,000. Non-accrual loans amounted to $15,211,000 at December 31, 2020 and were comprised of four commercial loans totaling $363,000, three commercial real estate loans totaling $4,875,000, three agriculture loans totaling $9,130,000, one residential mortgage loan totaling $153,000, and five consumer loans totaling $690,000. 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, 2021. Loans with deferrals granted under Section 4013 of the CARES Act are not considered past due and/or reported as nonaccrual if deemed collectible during the deferral period.  See Note 2 for discussion on policy election on loan modifications under Section 4013 of the CARES Act.

14

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 5 (special mention) or worse and an aggregate exposure of $500,000 or more. 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, 2021 and December 31, 2020 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, 2021
Commercial	$	33	$	33	$	—	$	33	$	—
Commercial Real Estate		2,081		2,022		—		2,022		—
Agriculture		10,779		4,165		4,965		9,130		818
Residential Mortgage		708		142		521		663		82
Residential Construction		246		—		246		246		7
Consumer		820		681		64		745		3
Total	$	14,667	$	7,043	$	5,796	$	12,839	$	910
December 31, 2020
Commercial	$	1,087	$	363	$	661	$	1,024	$	11
Commercial Real Estate		5,146		4,875		—		4,875		—
Agriculture		9,189		1,365		7,765		9,130		2,093
Residential Mortgage		1,046		153		883		1,036		159
Residential Construction		684		—		652		652		83
Consumer		773		690		64		754		1
Total	$	17,925	$	7,446	$	10,025	$	17,471	$	2,347

The average recorded investment in impaired loans and the amount of interest income recognized on impaired loans during the three months ended September 30, 2021 and September 30, 2020 was as follows:

($ in thousands)	Three Months Ended September 30, 2021				Three Months Ended September 30, 2020
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Commercial	$	30	$	—	$	1,291	$	15
Commercial Real Estate		4,297		466		5,549		5
Agriculture		9,130		—		9,137		—
Residential Mortgage		666		5		1,057		7
Residential Construction		248		4		666		8
Consumer		747		3		865		14
Total	$	15,118	$	478	$	18,565	$	49

15

The average recorded investment in impaired loans and the amount of interest income recognized on impaired loans during the nine months ended September 30, 2021 and September 30, 2020 was as follows:

($ in thousands)	Nine Months Ended September 30, 2021				Nine Months Ended September 30, 2020
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Commercial	$	342	$	7	$	1,424	$	50
Commercial Real Estate		5,068		466		3,142		9
Agriculture		9,130		—		4,569		—
Residential Mortgage		848		18		1,068		22
Residential Construction		351		11		676		26
Consumer		750		5		598		16
Total	$	16,489	$	507	$	11,477	$	123

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 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 $10,553,000 and $2,325,000 in TDR loans as of September 30, 2021 and December 31, 2020, respectively. Specific reserves for TDR loans totaled $910,000 and $253,000 as of September 30, 2021 and December 31, 2020, respectively. TDR loans performing in compliance with modified terms totaled $10,455,000 and $2,260,000 as of September 30, 2021 and December 31, 2020, respectively. There were no commitments to advance additional funds on existing TDR loans as of September 30, 2021 and December 31, 2020.

On March 22, 2020, the Federal bank regulatory agencies issued joint guidance advising that the agencies have confirmed with the staff of the Financial Accounting Standards Board that short-term modifications due to COVID-19, made on a good faith basis to borrowers who were current prior to relief, are not TDRs.  The CARES Act also provided relief from TDR classification for certain COVID-19 loan modifications.  In December 2020, the Consolidated Appropriations Act, 2021 was signed into law. Section 541 of this legislation, “Extension of Temporary Relief From Troubled Debt Restructurings and Insurer Clarification,” extends Section 4013 of the CARES Act to the earlier of January 1, 2022 or 60 days after the termination of the national emergency declaration relating to COVID-19. The Bank elected not to classify modifications that meet the criteria under either the CARES Act or the criteria specified by the regulatory agencies as TDRs. 

Loans modified as TDRs during the three months ended September 30, 2021 were as follows:

($ in thousands)	Three Months Ended September 30, 2021
	Number of Contracts		Pre-modification outstanding recorded investment		Post- modification outstanding recorded investment
Agriculture		3	$	9,130	$	9,130
Consumer		1		494		494
Total		4	$	9,624	$	9,624

16

Loans modified as TDRs during the nine months ended September 30, 2021 were as follows:

($ in thousands)	Nine Months Ended September 30, 2021
	Number of Contracts		Pre-modification outstanding recorded investment		Post- modification outstanding recorded investment
Agriculture		3	$	9,130	$	9,130
Consumer		2		593		593
Total		5	$	9,723	$	9,723

There were no loans modified as TDRs during the three and nine months ended September 30, 2020.

Loan modifications generally involve reductions in the interest rate, payment extensions, forgiveness of principal, or forbearance.  No loans were modified as a TDR within the previous 12 months that subsequently defaulted during the three and nine months ended September 30, 2021 and September 30, 2020.

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, 2020.

The following table presents the risk ratings by loan class as of September 30, 2021 and December 31, 2020:

($ in thousands)	Pass		Special Mention		Substandard		Doubtful		Loss		Total
September 30, 2021
Commercial	$	154,312	$	3,170	$	8,179	$	—	$	—	$	165,661
Commercial Real Estate		475,871		4,558		4,411		—		—		484,840
Agriculture		81,691		—		4,165		4,965		—		90,821
Residential Mortgage		74,883		—		317		—		—		75,200
Residential Construction		5,174		—		—		—		—		5,174
Consumer		17,111		—		681		—		—		17,792
Total	$	809,042	$	7,728	$	17,753	$	4,965	$	—	$	839,488
December 31, 2020
Commercial	$	244,327	$	10,731	$	868	$	—	$	—	$	255,926
Commercial Real Estate		431,381		9,255		13,417		—		—		454,053
Agriculture		83,493		—		11,555		—		—		95,048
Residential Mortgage		64,018		—		479		—		—		64,497
Residential Construction		4,223		—		—		—		—		4,223
Consumer		18,697		—		770		—		—		19,467
Total	$	846,139	$	19,986	$	27,089	$	—	$	—	$	893,214

17

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, 2021.

Three months ended September 30, 2021
($ in thousands)	Commercial			Commercial Real Estate		Agriculture			Residential Mortgage		Residential Construction		Consumer			Unallocated		Total
Balance as of June 30, 2021	$	1,555		$	7,338	$	5,259		$	634	$	55	$	186		$	352	$	15,379
Provision for loan losses		119			797		(3,227	)		91		26		(55	)		449		(1,800	)
Charge-offs		(36	)		—		—			—		—		(6	)		—		(42	)
Recoveries		415			—		—			—		—		49			—		464
Net recoveries		379			—		—			—		—		43			—		422
Balance as of September 30, 2021	$	2,053		$	8,135	$	2,032		$	725	$	81	$	174		$	801	$	14,001

Nine months ended September 30, 2021
($ in thousands)	Commercial			Commercial Real Estate		Agriculture			Residential Mortgage		Residential Construction			Consumer			Unallocated		Total
Balance as of December 31, 2020	$	2,252		$	7,915	$	3,834		$	635	$	128		$	214		$	438	$	15,416
Provision for loan losses		(239	)		220		(1,802	)		90		(47	)		(85	)		363		(1,500	)
Charge-offs		(383	)		—		—			—		—			(12	)		—		(395	)
Recoveries		423			—		—			—		—			57			—		480
Net charge-offs		40			—		—			—		—			45			—		85
Balance as of September 30, 2021	$	2,053		$	8,135	$	2,032		$	725	$	81		$	174		$	801	$	14,001

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, 2021.

($ in thousands)	Commercial		Commercial Real Estate		Agriculture		Residential Mortgage		Residential Construction		Consumer		Unallocated		Total
Period-end amount allocated to:
Loans individually evaluated for impairment	$	—	$	—	$	818	$	82	$	7	$	3	$	—	$	910
Loans collectively evaluated for impairment		2,053		8,135		1,214		643		74		171		801		13,091
Ending Balance	$	2,053	$	8,135	$	2,032	$	725	$	81	$	174	$	801	$	14,001

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The following table details activity in the allowance for loan losses by loan class for the three and nine months ended September 30, 2020.

Three months ended September 30, 2020
($ in thousands)	Commercial			Commercial Real Estate		Agriculture		Residential Mortgage		Residential Construction			Consumer			Unallocated			Total
Balance as of June 30, 2020	$	2,338		$	7,434	$	1,655	$	540	$	245		$	224		$	1,195		$	13,631
Provision for loan losses		(5	)		1,075		225		133		(99	)		(24	)		(505	)		800
Charge-offs		—			—		—		—		—			—			—			—
Recoveries		1			—		—		—		—			24			—			25
Net charge-offs		1			—		—		—		—			24			—			25
Balance as of September 30, 2020	$	2,334		$	8,509	$	1,880	$	673	$	146		$	224		$	690		$	14,456

Nine months ended September 30, 2020
($ in thousands)	Commercial			Commercial Real Estate		Agriculture			Residential Mortgage		Residential Construction			Consumer			Unallocated		Total
Balance as of December 31, 2019	$	2,354		$	6,846	$	2,054		$	466	$	201		$	236		$	199	$	12,356
Provision for loan losses		151			1,663		(174	)		207		(55	)		(33	)		491		2,250
Charge-offs		(184	)		—		—			—		—			(13	)		—		(197	)
Recoveries		13			—		—			—		—			34			—		47
Net charge-offs		(171	)		—		—			—		—			21			—		(150	)
Balance as of September 30, 2020	$	2,334		$	8,509	$	1,880		$	673	$	146		$	224		$	690	$	14,456

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, 2020.

($ in thousands)	Commercial		Commercial Real Estate		Agriculture		Residential Mortgage		Residential Construction		Consumer		Unallocated		Total
Period-end amount allocated to:
Loans individually evaluated for impairment	$	16	$	—	$	—	$	162	$	72	$	1	$	—	$	251
Loans collectively evaluated for impairment		2,318		8,509		1,880		511		74		223		690		14,205
Ending Balance	$	2,334	$	8,509	$	1,880	$	673	$	146	$	224	$	690	$	14,456

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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, 2020.

Year ended December 31, 2020
($ in thousands)	Commercial			Commercial Real Estate		Agriculture		Residential Mortgage		Residential Construction			Consumer			Unallocated		Total
Balance as of December 31, 2019	$	2,354		$	6,846	$	2,054	$	466	$	201		$	236		$	199	$	12,356
Provision for loan losses		(91	)		1,069		1,780		169		(73	)		(43	)		239		3,050
Charge-offs		(212	)		—		—		—		—			(15	)		—		(227	)
Recoveries		201			—		—		—		—			36			—		237
Net (charge-offs) recoveries		(11	)		—		—		—		—			21			—		10
Ending Balance	$	2,252		$	7,915	$	3,834	$	635	$	128		$	214		$	438	$	15,416
Period-end amount allocated to:
Loans individually evaluated for impairment	$	11		$	—	$	2,093	$	159	$	83		$	1		$	—	$	2,347
Loans collectively evaluated for impairment		2,241			7,915		1,741		476		45			213			438		13,069
Balance as of December 31, 2020	$	2,252		$	7,915	$	3,834	$	635	$	128		$	214		$	438	$	15,416

The Company’s investment in loans as of September 30, 2021, September 30, 2020, and December 31, 2020 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, 2021
Loans individually evaluated for impairment	$	33	$	2,022	$	9,130	$	663	$	246	$	745	$	12,839
Loans collectively evaluated for impairment		165,628		482,818		81,691		74,537		4,928		17,047		826,649
Ending Balance	$	165,661	$	484,840	$	90,821	$	75,200	$	5,174	$	17,792	$	839,488
September 30, 2020
Loans individually evaluated for impairment	$	1,109	$	5,390	$	9,130	$	1,047	$	661	$	769	$	18,106
Loans collectively evaluated for impairment		330,336		450,847		92,915		66,193		5,949		19,627		965,867
Ending Balance	$	331,445	$	456,237	$	102,045	$	67,240	$	6,610	$	20,396	$	983,973
December 31, 2020
Loans individually evaluated for impairment	$	1,024	$	4,875	$	9,130	$	1,036	$	652	$	754	$	17,471
Loans collectively evaluated for impairment		254,902		449,178		85,918		63,461		3,571		18,713		875,743
Ending Balance	$	255,926	$	454,053	$	95,048	$	64,497	$	4,223	$	19,467	$	893,214

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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 servicing rights on loans sold are measured by allocating the previous carrying amount of the transferred assets between the loans sold and retained interest, 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 a substantial portion of its portfolio of conforming long-term residential mortgage loans originated during the nine months ended September 30, 2021 for cash proceeds equal to the fair value of the loans. The Company serviced real estate mortgage loans for others totaling $208,637,000 and $206,208,000 at September 30, 2021 and December 31, 2020, respectively.

The recorded value of mortgage servicing rights 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, 2021 and December 31, 2020 were as follows:

	September 30, 2021			December 31, 2020
Constant prepayment rate		17.95	%		20.22	%
Discount rate		9.50	%		10.00	%
Weighted average life (years)		4.53			3.96

The following table summarizes the Company’s mortgage servicing rights assets as of September 30, 2021 and December 31, 2020. Mortgage servicing rights are included in Interest Receivable and Other Assets on the condensed consolidated balance sheets:

	(in thousands)
	December 31, 2020			Additions			Reductions			September 30, 2021
Mortgage servicing rights	$	1,628		$	515		$	(353	)	$	1,790
Valuation allowance		(386	)		(24	)		—			(410	)
Mortgage servicing rights, net of valuation allowance	$	1,242		$	491		$	(353	)	$	1,380

At September 30, 2021 and December 31, 2020, the estimated fair market value of the Company’s mortgage servicing rights assets was $1,380,000 and $1,242,000, respectively. The changes in fair value of mortgage servicing rights during 2021 was primarily due to changes in prepayment speeds.

The Company received contractually specified servicing fees of $136,000 and $134,000 for the three months ended September 30, 2021 and September 30, 2020, respectively. The Company received contractually specified servicing fees of $399,000 and $396,000 for the nine months ended September 30, 2021 and September 30, 2020, 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 assets.

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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, 2021:

(in thousands)
September 30, 2021	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	$	78,610	$	78,610	$	—	$	—
Securities of U.S. government agencies and corporations		100,658		—		100,658		—
Obligations of states and political subdivisions		39,696		—		39,696		—
Collateralized mortgage obligations		139,803		—		139,803		—
Mortgage-backed securities		258,343		—		258,343		—
Total investments at fair value	$	617,110	$	78,610	$	538,500	$	—

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, 2020:

(in thousands)
December 31, 2020	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	$	38,891	$	38,891	$	—	$	—
Securities of U.S. government agencies and corporations		106,558		—		106,558		—
Obligations of states and political subdivisions		32,882		—		32,882		—
Collateralized mortgage obligations		73,460		—		73,460		—
Mortgage-backed securities		183,289		—		183,289		—
Total investments at fair value	$	435,080	$	38,891	$	396,189	$	—

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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, 2021 and December 31, 2020:

(in thousands)
September 30, 2021	Carrying Value		Level 1		Level 2		Level 3
Impaired loans	$	4,180		—		—	$	4,180
Mortgage servicing rights		1,380	$	—	$	—		1,380
Total assets at fair value	$	5,560	$	—	$	—	$	5,560

(in thousands)
December 31, 2020	Carrying Value		Level 1		Level 2		Level 3
Impaired loans	$	5,700	$	—	$	—	$	5,700
Mortgage servicing rights		1,242		—		—		1,242
Total assets at fair value	$	6,942	$	—	$	—	$	6,942

There were no liabilities measured at fair value on a recurring or non-recurring basis at September 30, 2021 and December 31, 2020.

Key methods and assumptions used in measuring the fair value of mortgage servicing rights as of September 30, 2021 and impaired loans as of December 31, 2020 were as follows:

	Method	Assumption Inputs
Impaired loans	Collateral, market, income, enterprise, liquidation	External appraised values, management assumptions regarding market trends or other relevant factors,  selling costs generally ranging from 6% to 10%.
Mortgage servicing rights	Discounted cash flows	Present value of expected future cash flows was estimated using a discount rate factor of 9.50% and 10.00% as of September 30, 2021 and December 31, 2020, respectively. A constant prepayment rate of 17.95% and 20.22% as of September 30, 2021 and December 31, 2020, respectively, was utilized.

The following section describes the valuation methodologies used for assets and liabilities 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.

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. 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 the present value of expected 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. Those impaired loans not requiring charge-off or specific allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans.

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At September 30, 2021 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 a charge-off is recorded 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 given the valuation includes significant unobservable assumptions.

Mortgage Servicing Rights

Mortgage servicing rights (MSRs) are subject to impairment testing. All mortgage servicing rights are initially measured and recorded at fair value at the time loans are sold. The fair value of MSRs is determined based on the price that would be received to sell the MSRs in an orderly transaction between market participants at the measurement date. Subsequent fair value measurements are determined using a discounted cash flow model. In order to determine the fair value of the mortgage 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. At September 30, 2021, the discount rate and constant prepayment rate used in measuring the fair value of the Company’s mortgage servicing rights was 9.50% and 17.95%, respectively.

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

Disclosures about Fair Value of Financial Instruments

The estimated fair values of the Company’s financial instruments for the periods ended September 30, 2021 and December 31, 2020 were approximately as follows:

(in thousands)			September 30, 2021				December 31, 2020
	Level		Carrying amount		Fair value		Carrying amount		Fair value
Financial assets:
Cash and cash equivalents		1	$	415,628	$	415,628	$	267,177	$	267,177
Certificates of deposit		2		13,511		13,785		16,923		17,455
Stock in Federal Home Loan Bank and other equity securities		3		7,097		7,097		6,480		6,480
Loans receivable:
Net loans		3		823,470		808,620		875,830		830,448
Loans held-for-sale		2		2,161		2,198		9,190		9,522
Interest receivable		2		4,743		4,743		5,099		5,099
Financial liabilities:
Deposits		3		1,749,657		1,727,097		1,478,162		1,457,051
Federal Home Loan Bank advances		2		—		—		5,000		4,996
Interest payable		2		66		66		59		59

Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument and expected exit prices. 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.

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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.

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, 2021		December 31, 2020
Undisbursed loan commitments	$	192,834	$	189,097
Standby letters of credit		2,696		1,731
Commitments to sell loans		2,315		1,052
	$	197,845	$	191,880

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, 2021 and December 31, 2020, 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 $2,696,000 and $1,731,000 at September 30, 2021 and December 31, 2020, respectively.  At September 30, 2021, the Bank had experienced no draws on these letters of credit, resulting in no related liability included on its 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.

Commitments to extend credit and standby letters of credit bear similar credit risk characteristics as outstanding loans.  As of September 30, 2021 and December 31, 2020, the Company had no off-balance sheet derivatives requiring additional disclosure.

The Bank has set aside a reserve for unfunded commitments in the amount of $650,000 and $950,000  at September 30, 2021 and December 31, 2020, respectively, which is recorded in "interest payable and other liabilities" on the Condensed Consolidated Balance Sheets.

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 Company has not had to repurchase any loans due to deficiencies in underwriting or loan documentation. Management believes that any liabilities that may result from such recourse provisions are not significant.

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8.  STOCK PLANS

On January 27, 2021, the Board of Directors of the Company declared a 5% stock dividend payable as of March 25, 2021 to shareholders of record as of February 26, 2021. 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, 2021.

	Number of Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term (in years)
Options outstanding at Beginning of Period		597,947	$	9.01
Granted		—		—
Expired		—		—
Cancelled / Forfeited		—		—
Exercised		—		—
Options outstanding at End of Period		597,947	$	9.01	$	1,187,216		6.08
Exercisable (vested) at End of Period		394,704	$	8.21	$	1,099,470		5.11

The following table presents the activity related to stock options for the nine months ended September 30, 2021.

	Number of Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value			Weighted Average Remaining Contractual Term (in years)
Options outstanding at Beginning of Period		607,631		$	8.91
Granted		—			—
Expired		—			—
Cancelled / Forfeited		—			—
Exercised		(9,684	)		3.31
Options outstanding at End of Period		597,947		$	9.01		$	1,187,216		6.08
Exercisable (vested) at End of Period		394,704		$	8.21		$	1,099,470		5.11

The intrinsic value of options exercised was $63,000 and $96,000 during the nine months ended September 30, 2021 and September 30, 2020, respectively. The fair value of awards vested was $182,000 and $149,000 during the nine months ended September 30, 2021 and September 30, 2020, respectively.

As of September 30, 2021, there was $211,000 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 1.93 years.

There was $34,000 and $109,000 of recognized compensation cost related to stock options granted for the three and nine months ended September 30, 2021, respectively.

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The following table presents the activity related to non-vested restricted stock for the three months ended September 30,2021.

	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		161,439		$	10.47
Granted		—			—
Cancelled / Forfeited		(468	)		10.55
Exercised/Released/Vested		(901	)		10.01
Non-vested restricted stock outstanding at End of Period		160,070		$	10.47	$	1,752,767	2.60

The following table presents the activity related to non-vested restricted stock for the nine months ended September 30, 2021.

	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		148,699		$	10.31
Granted		43,320			10.50
Cancelled / Forfeited		(468	)		10.55
Exercised/Released/Vested		(31,481	)		9.71
Non-vested restricted stock outstanding at End of Period		160,070		$	10.47	$	1,752,767	2.60

The weighted average fair value of restricted stock granted during the nine months ended September 30, 2021 was $10.50 per share.

As of September 30, 2021, there was $845,000 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 2.60 years.

There was $105,000 and $306,000 of recognized compensation cost related to restricted stock awards for the three and nine months ended September 30, 2021, respectively.

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The Company has an Employee Stock Purchase Plan (“ESPP”). There are 325,543 shares authorized for issuance under the ESPP. The total number of shares authorized has been adjusted to give retroactive effect to stock dividends and stock splits, including the 5% stock dividend declared on January 27, 2021, payable March 25, 2021 to shareholders of record as of February 26, 2021. The ESPP will expire on March 16, 2026.

The ESPP is implemented by participation periods of not more than twenty-seven 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 November 24, 2020 to November 23, 2021. 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, 2021, there was $8,000 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 $9,000 and $25,000 of recognized compensation cost related to ESPP issuances for the three and nine months ended September 30, 2021, respectively.

The weighted average fair value option at issuance date during the nine months ended September 30, 2021 was $2.38 per share.

A summary of the weighted average assumptions used in valuing ESPP issuances during the three and nine months ended September 30, 2021 is presented below.

	Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021
Risk Free Interest Rate		0.10	%		0.10	%
Expected Dividend Yield		0.00	%		0.00	%
Expected Life in Years		1.00			1.00
Expected Price Volatility		25.30	%		25.30	%

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9.  ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table details activity in accumulated other comprehensive income (loss) for the three months ended September 30, 2021.

(in thousands)	Unrealized Gains on Securities			Officers’ retirement plan			Directors’ retirement plan			Accumulated Other Comprehensive Income (loss)
Balance as of June 30, 2021	$	3,170		$	(2,105	)	$	(53	)	$	1,012
Current period other comprehensive loss		(1,133	)		—			—			(1,133	)
Balance as of September 30, 2021	$	2,037		$	(2,105	)	$	(53	)	$	(121	)

The following table details activity in accumulated other comprehensive income (loss) for the nine months ended September 30, 2021.

(in thousands)	Unrealized Gains on Securities			Officers’ retirement plan			Directors’ retirement plan			Accumulated Other Comprehensive Income (loss)
Balance as of December 31, 2020	$	7,196		$	(2,105	)	$	(53	)	$	5,038
Current period other comprehensive loss		(5,159	)		—			—			(5,159	)
Balance as of September 30, 2021	$	2,037		$	(2,105	)	$	(53	)	$	(121	)

The following table details activity in accumulated other comprehensive income (loss) for the three months ended September 30, 2020.

(in thousands)	Unrealized Gains on Securities			Officers’ retirement plan			Directors’ retirement plan			Accumulated Other Comprehensive Income
Balance as of June 30, 2020	$	7,869		$	(1,411	)	$	(16	)	$	6,442
Current period other comprehensive loss		(89	)		—			—			(89	)
Balance as of September 30, 2020	$	7,780		$	(1,411	)	$	(16	)	$	6,353

The following table details activity in accumulated other comprehensive income (loss) for the nine months ended September 30, 2020.

(in thousands)	Unrealized Gains on Securities		Officers’ retirement plan			Directors’ retirement plan			Accumulated Other Comprehensive Income
Balance as of December 31, 2019	$	1,561	$	(1,411	)	$	(16	)	$	134
Current period other comprehensive income		6,219		—			—			6,219
Balance as of September 30, 2020	$	7,780	$	(1,411	)	$	(16	)	$	6,353

29

10.  OUTSTANDING SHARES AND EARNINGS PER SHARE

On January 27, 2021, the Board of Directors of the Company declared a 5% stock dividend payable March 25, 2021 to shareholders of record as of February 26, 2021. 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, 2021 and 2020 (dollars in thousands except per share amounts):

	Three months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Basic earnings per share:
Net income	$	4,509	$	3,425	$	10,993	$	8,809
Weighted average common shares outstanding		13,363,515		13,470,856		13,460,418		13,459,813
Basic EPS	$	0.34	$	0.25	$	0.82	$	0.65
Diluted earnings per share:
Net income	$	4,509	$	3,425	$	10,993	$	8,809
Weighted average common shares outstanding		13,363,515		13,470,856		13,460,418		13,459,813
Effect of dilutive shares		179,634		98,670		169,870		116,579
Adjusted weighted average common shares outstanding		13,543,149		13,569,526		13,630,288		13,576,392
Diluted EPS	$	0.33	$	0.25	$	0.81	$	0.65

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 255,190 shares and 424,475 shares for the three months ended September 30, 2021 and 2020, respectively. Unvested restricted stock which were not included in the computation of diluted earnings per share because they would have had an anti-dilutive effect amounted to 0 shares and 44,137 shares for the three months ended September 30, 2021 and 2020, 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 275,023 shares and 424,475 shares for the nine months ended September 30, 2021 and 2020, respectively. Unvested restricted stock which were not included in the computation of diluted earnings per share because they would have had an anti-dilutive effect amounted to 13,292 shares and 44,137 shares for the nine months ended September 30, 2021 and 2020, respectively.

30

11.  LEASES

The Company leases eleven branch and administrative locations under operating leases expiring on various dates through 2030. Leases with an initial term of 12 months or less are not recorded on the balance sheet and lease expense is recognized on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company combines lease and nonlease components. The Bank had no financing leases as of September 30, 2021.

Most leases include options to renew, with renewal terms that can extend the lease term from 3 to 10 years. The exercise of lease renewal options is at the Company’s sole discretion. Most leases are currently in the extension period. For the remaining leases with options to renew, the Company has not included the extended lease terms in the calculation of lease liabilities as the options are not reasonably certain of being exercised. Certain lease agreements include rental payments that are adjusted periodically for inflation. The Company's lease agreements do not contain any residual value guarantees or restrictive covenants.

The Company uses its FHLB advance fixed rates, which are its incremental borrowing rates for secured borrowings, as the discount rates to calculate lease liabilities.

The Company had right-of-use assets totaling $5,417,000 and $5,913,000 as of September 30, 2021 and December 31, 2020, respectively. The Company had lease liabilities totaling $5,949,000 and $6,453,000 as of September 30, 2021 and December 31, 2020, respectively. The Company recognized lease expenses totaling $293,000 and $312,000 for the three-month periods ended September 30, 2021 and 2020, respectively, and $878,000 and $932,000 for the nine-month periods ended September 30, 2021 and 2020, respectively. Lease expense is included in Occupancy and equipment expense on the Condensed Consolidated Statements of Income.

The table below summarizes the maturity of remaining lease liabilities at September 30, 2021:

(in thousands)	September 30, 2021
2021	$	319
2022		1,178
2023		1,046
2024		889
2025		817
2026 and thereafter		2,192
Total lease payments		6,441
Less: interest		(492	)
Present value of lease liabilities	$	5,949

The following table presents supplemental cash flow information related to leases for the three and nine months ended September 30, 2021:

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2021		2020		2021		2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	318	$	302	$	901	$	851
Right-of-use assets obtained in exchange for new operating lease liabilities		285		—		285		221

The following table presents the weighted average operating lease term and discount rate as of September 30, 2021 and December 31, 2020:

	September 30, 2021			December 31, 2020
Weighted-average remaining lease term – operating leases, in years		6.44			7.23
Weighted-average discount rate – operating leases		2.36	%		2.43	%

31

12.  SHORT-TERM BORROWINGS

Short-term borrowings totaled $0 and $5,000,000 as of September 30, 2021 and December 31, 2020, respectively. This consisted of an advance with the FHLB through its COVID-19 Relief and Recovery Advances Program. The advance had a 0% interest rate and matured in the second quarter of 2021. The advance was secured under terms of a blanket collateral agreement by a pledge of FHLB stock and certain other qualifying collateral such as commercial and mortgage loans. As of September 30, 2021, the Company had a remaining collateral borrowing capacity with the FHLB of $298,769,000 and, at such date, also had unsecured formal lines of credit totaling $122,000,000 with correspondent banks.

32

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 2020 Annual Report on Form 10-K and Part II, Item 1A "Risk Factors" in this Quarterly Report on Form 10-Q and the other risks described in 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

● 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”), the Economic Growth, Regulatory Relief and Consumer Protection Act (the “EGRRCPA”), and other legislation and governmental measures introduced in response to the financial crisis which began in 2008 and the ensuing recession affecting the banking system, financial markets and the U.S. economy, as well as the effect of the federal Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), enacted in March 2020, in an effort to mitigate the consequences of the coronavirus pandemic and the governmental actions in response to the pandemic

● 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 and liabilities that may result from recourse provisions in standby letters of credit

● Our intent to sell or hold, and the likelihood that we would be required to sell, various investment securities

● Our regulatory capital requirements, including the capital rules established after the 2008 financial crisis by the U.S. federal banking agencies and our current intention not to elect to use the community bank leverage framework

● 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, expectations regarding collections and expectations regarding the forgiveness and SBA reimbursement and guarantee of loans made under the Paycheck Protection Program ("PPP") and the timing thereof

33

● Our allowances for credit losses, including the conditions we consider in determining the unallocated allowance and our portfolio credit quality, the adequacy of the allowance for loan losses, 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 changes in residential mortgage interest rates on new originations and refinancing of existing residential mortgage loans

● 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 and our expectations regarding our recognition of interest income on loans that were provided payment deferrals upon completion of the payment forbearance period

● 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

● The effect of possible changes in the initiatives and policies of the federal bank regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters

● Tax rates and the impact of changes in the U.S. tax laws, including the Tax Cuts and Jobs Act

● Our pension and retirement plan costs

● Our liquidity strategies and beliefs concerning the adequacy of 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, fire or flooding, seismic events, and related governmental responses, including related electrical power outages, 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

● Our expectations regarding the adoption of the expected loss model for determining the allowance for credit losses

● The effects of the coronavirus pandemic on the U.S., California and global economies and the actions of governments to reduce the spread of the virus and to mitigate the resulting economic consequences

● 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 2020 Annual Report on Form 10-K, and in our other reports to the SEC.

34

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 policies and 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, 2020.

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 2021 included:

• Net income of $11.0 million for the nine months ended September 30, 2021, up 24.8% from $8.8 million earned for the same period last year.  Net income of $4.5 million for the three months ended September 30, 2021, up 31.7% from $3.4 million for the same period last year.

• Diluted income per share of $0.81 for the nine months ended September 30, 2021, up 24.6% from diluted income per share of $0.65 in the same period last year.  Diluted income per share of $0.33 for the three months ended September 30, 2021, up 32.0% from diluted income per share of $0.25 for the same period last year.

• Net interest income of $34.8 million for the nine months ended September 30, 2021, down 0.5% from $35.0 million for the same period last year.  Net interest income of $11.8 million for the three months ended September 30, 2021, down 4.8% from $12.4 million for the same period last year.

• Net interest margin of 2.68% for the nine months ended September 30, 2021, down 18.5% from 3.29% for the same period last year.  Net interest margin of 2.58% for the three months ended September 30, 2021, down 18.4% from 3.16% for the same period last year.

• Reversal of provision for loan losses of $1.5 million for the nine months ended September 30, 2021, compared to provision for loan losses of $2.3 million for the same period last year.  Reversal of provision for loan losses of $1.8 million for the three months ended September 30, 2021, compared to provision for loan losses of $0.8 million for the same period last year.  The reversal of provision for loan losses for the three and nine months ended September 30, 2021 was primarily attributed to a decrease in specific reserves on impaired loans to one borrower, coupled with an overall decrease in qualitative factors resulting from an improvement in economic conditions.

• Total assets of $1.9 billion as of September 30, 2021, up 16.3% from $1.7 billion as of December 31, 2020.

• Total net loans (including loans held-for-sale) of $825.6 million as of September 30, 2021, down 6.7% from $885.0 million as of December 31, 2020.

• Total investment securities of $617.1 million as of September 30, 2021, up 41.8% from $435.1 million as of December 31, 2020.

• Total deposits of $1.7 billion as of September 30, 2021, up 18.4% from $1.5 billion as of December 31, 2020.

Recent Developments Related to COVID-19

The coronavirus pandemic and the governmental actions in response to the pandemic, detailed in our Form 10-K for the year ended December 31, 2020, continue to have had an impact on our business.  Our commercial real estate loan portfolio exposure to industries most affected by the stay-at-home order and subsequent limitations on business activities included 10.5% to retail properties and business; 1.6% to restaurants; and 0.9% to the hospitality/hotel sector at September 30, 2021.  Loans to these customers are generally secured by real estate with moderate loan-to-value ratios and further supported by guarantors.

35

In January 2021, the SBA reopened the PPP with an initial deadline of March 31, 2021.  On March 30, 2021, President Biden signed the PPP Extension Act of 2021 into law extending the PPP from March 31, 2021, to June 30, 2021.  However, the SBA did not accept new lender applications for first draw or second draw PPP loans submitted after May 31, 2021.  During this extension of the PPP, the Bank approved approximately 1,030 applications for loans covering approximately $115 million in funding.  These PPP loan originations resulted in approximately $5.4 million in processing fees from the SBA, which are being recognized as an adjustment to the effective yield over the loan's life and fully recognized in income upon repayment or forgiveness of the loan.  PPP processing fees totaling approximately $1.1 million and $2.1 million were recognized in interest income for the three-month periods ended September 30, 2021 and 2020, respectively.  PPP processing fees totaling approximately $3.5 million and $4.1 million were recognized in interest income for the nine-month periods ended September 30, 2021 and 2020, respectively.  This includes the amortization of PPP processing fees received in 2020, which are also being recognized as an adjustment to the effective yield over the loan's life and fully recognized in income upon repayment or forgiveness of the loan.  The Bank had unearned PPP processing fees totaling $3.9 million and $1.9 million as of September 30, 2021 and December 31, 2020, respectively. 

During the nine months ended September 30, 2021, the Bank received $198 million in payoffs and reimbursements on PPP loans from the SBA for the amounts forgiven pursuant to the terms of the PPP.  The Bank had PPP loans outstanding totaling $72 million and $155 million as of September 30, 2021 and December 31, 2020, respectively.  Of the $72 million in PPP loans outstanding as of September 30, 2021, $6 million were originated in the first and second phase of the PPP in 2020.  The Company expects that a significant portion of these loans will be forgiven during 2021 under the terms of the PPP, as borrowers satisfy the requirement of applying at least 60% of the loan proceeds to support their payroll expenses.  Loans which do not qualify for the forgiveness will remain on the Bank’s books, subject to the SBA’s guarantee.

36

SUMMARY FINANCIAL DATA

The Company recorded net income of $10,993,000 for the nine months ended September 30, 2021, representing an increase of $2,184,000 or 24.8% from net income of $8,809,000 for the same period in 2020.  The Company recorded net income of $4,509,000 for the three months ended September 30, 2021, representing an increase of $1,084,000, or 31.7%, from net income of $3,425,000 for the same period in 2020.

The following tables present a summary of the results for the three and nine months ended September 30, 2021 and 2020, and a summary of financial condition at September 30, 2021 and December 31, 2020.

	Three Months Ended September 30, 2021			Three Months Ended September 30, 2020			Nine Months Ended September 30, 2021			Nine Months Ended September 30, 2020
(dollars in thousands except for per share amounts)
For the Period:
Net Income	$	4,509		$	3,425		$	10,993		$	8,809
Basic Earnings Per Common Share	$	0.34		$	0.25		$	0.82		$	0.65
Diluted Earnings Per Common Share	$	0.33		$	0.25		$	0.81		$	0.65
Net Income to Average Assets (annualized)		0.94	%		0.84	%		0.81	%		0.78	%
Net Income to Average Equity (annualized)		11.62	%		9.18	%		9.71	%		8.23	%
Average Equity to Average Assets		8.11	%		9.10	%		8.34	%		9.52	%

	September 30, 2021			December 31, 2020
(in thousands except for ratios)
At Period End:
Total Assets	$	1,924,456		$	1,655,376
Total Investment Securities, at fair value	$	617,110		$	435,080
Total Loans, Net (including loans held-for-sale)	$	825,631		$	885,020
Total Deposits	$	1,749,657		$	1,478,162
Loan-To-Deposit Ratio		47.2	%		59.9	%

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, 2021							Three months ended September 30, 2020
	Average Balance		Interest		Yield/ Rate (4)			Average Balance		Interest		Yield/ Rate (4)
Assets
Interest-earning assets:
Loans (1)	$	851,221	$	9,905		4.62	%	$	979,406	$	10,815		4.38	%
Certificate of deposits		13,358		69		2.05	%		18,992		106		2.21	%
Interest bearing due from banks		353,891		142		0.16	%		205,410		54		0.10	%
Investment securities, taxable		558,317		1,635		1.16	%		318,983		1,500		1.87	%
Investment securities, non-taxable  (2)		28,569		153		2.12	%		22,624		131		2.30	%
Other interest earning assets		7,097		104		5.81	%		6,480		82		5.02	%
Total average interest-earning assets		1,812,453		12,008		2.63	%		1,551,895		12,688		3.24	%
Non-interest-earning assets:
Cash and due from banks		41,600							31,933
Premises and equipment, net		6,441							6,828
Interest receivable and other assets		38,869							36,056
Total average assets	$	1,899,363						$	1,626,712
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Interest-bearing transaction deposits		428,485		64		0.06	%		369,363		64		0.07	%
Savings and MMDA’s		451,340		124		0.11	%		406,133		167		0.16	%
Time, $250,000 or less		39,509		27		0.27	%		40,858		51		0.50	%
Time, over $250,000		13,572		16		0.47	%		13,679		32		0.93	%
Total average interest-bearing liabilities		932,906		231		0.10	%		830,033		314		0.15	%
Non-interest-bearing liabilities:
Federal Home Loan Bank advances		—							10,000
Non-interest-bearing demand deposits		792,951							619,520
Interest payable and other liabilities		19,560							19,095
Total liabilities		1,745,417							1,478,648
Total average stockholders’ equity		153,946							148,064
Total average liabilities and stockholders’ equity	$	1,899,363						$	1,626,712
Net interest income and net interest margin (3)			$	11,777		2.58	%			$	12,374		3.16	%

(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 $1,194 and $2,205 for the three months ended September 30, 2021 and 2020, respectively.  Loan fees for the three months ended September 30, 2021 and September 30, 2020 include $1,134 and $2,138 in PPP loan fees recognized, 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, 2021							Nine months ended September 30, 2020
	Average Balance		Interest		Yield/ Rate (4)			Average Balance		Interest		Yield/ Rate (4)
Assets
Interest-earning assets:
Loans (1)	$	892,348	$	29,616		4.44	%	$	884,681	$	29,752		4.48	%
Certificate of deposits		14,531		231		2.13	%		19,876		342		2.29	%
Interest bearing due from banks		305,667		272		0.12	%		161,476		510		0.42	%
Investment securities, taxable		485,291		4,612		1.27	%		324,087		4,924		2.02	%
Investment securities, non-taxable  (2)		27,181		436		2.14	%		19,624		355		2.41	%
Other interest earning assets		6,860		289		5.63	%		6,519		289		5.91	%
Total average interest-earning assets		1,731,878		35,456		2.74	%		1,416,263		36,172		3.40	%
Non-interest-earning assets:
Cash and due from banks		38,326							33,698
Premises and equipment, net		6,458							6,578
Interest receivable and other assets		38,502							40,812
Total average assets	$	1,815,164						$	1,497,351
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Interest-bearing transaction deposits		418,159		184		0.06	%		349,501		303		0.12	%
Savings and MMDA’s		432,662		345		0.11	%		379,438		652		0.23	%
Time, $250,000 or less		41,492		101		0.33	%		39,563		165		0.56	%
Time, over $250,000		14,253		56		0.53	%		13,246		97		0.98	%
Total average interest-bearing liabilities		906,566		686		0.10	%		781,748		1,217		0.21	%
Non-interest-bearing liabilities:
Federal Home Loan Bank Advances		2,418							5,109
Non-interest-bearing demand deposits		735,777							548,995
Interest payable and other liabilities		19,064							18,898
Total liabilities		1,663,825							1,354,750
Total average stockholders’ equity		151,339							142,601
Total average liabilities and stockholders’ equity	$	1,815,164						$	1,497,351
Net interest income and net interest margin (3)			$	34,770		2.68	%			$	34,955		3.29	%

(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 $4,202 and $4,062 for the nine months ended September 30, 2021 and 2020, respectively.  Loan fees for the nine months ended September 30, 2021 and September 30, 2020 include $3,478 and $4,119 in PPP loan fees recognized, 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, 2021							Three months ended June 30, 2021
	Average Balance		Interest		Yield/ Rate			Average Balance		Interest		Yield/ Rate
Assets
Interest-earning assets:
Loans (1)	$	851,221	$	9,905		4.62	%	$	918,149	$	10,474		4.58	%
Certificates of deposit		13,358		69		2.05	%		14,198		77		2.18	%
Interest bearing due from banks		353,891		142		0.16	%		292,371		67		0.09	%
Investment securities, taxable		558,317		1,635		1.16	%		471,995		1,491		1.27	%
Investment securities, non-taxable (2)		28,569		153		2.12	%		26,041		140		2.16	%
Other interest earning assets		7,097		104		5.81	%		6,995		103		5.91	%
Total average interest-earning assets		1,812,453		12,008		2.63	%		1,729,749		12,352		2.86	%
Non-interest-earning assets:
Cash and due from banks		41,600							38,086
Premises and equipment, net		6,441							6,464
Interest receivable and other assets		38,869							41,338
Total average assets	$	1,899,363						$	1,815,637
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Interest-bearing transaction deposits		428,485		64		0.06	%		425,200		64		0.06	%
Savings and MMDA’s		451,340		124		0.11	%		437,113		116		0.11	%
Time, $250,000 and under		39,509		27		0.27	%		40,987		35		0.34	%
Time, over $250,000		13,572		16		0.47	%		15,028		16		0.43	%
Total average interest-bearing liabilities		932,906		231		0.10	%		918,328		231		0.10	%
Non-interest-bearing liabilities:
Federal Home Loan Bank Advances		—							2,308
Non-interest-bearing demand deposits		792,951							725,415
Interest payable and other liabilities		19,560							18,240
Total liabilities		1,745,417							1,664,291
Total average stockholders’ equity		153,946							151,346
Total average liabilities and stockholders’ equity	$	1,899,363						$	1,815,637
Net interest income and net interest margin (3)			$	11,777		2.58	%			$	12,121		2.81	%

(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 $1,194 and $2,144 for the three months ended September 30, 2021 and June 30, 2021, respectively.  Loan fees for the three months ended September 30, 2021 and June 30, 2021 include $1,134 and $1,584 in PPP loan fees recognized, 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, 2021 over the three months ended September 30, 2020, the nine months ended September 30, 2021 over the nine months ended September 30, 2020, and the three months ended September 30, 2021 over the three months ended June 30, 2021.  Changes not solely due to interest rate or volume have been allocated proportionately to interest rate and volume.

	Three Months Ended September 30, 2021 Over Three Months Ended September 30, 2020									Nine Months Ended September 30, 2021 Over Nine Months Ended September 30, 2020									Three Months Ended September 30, 2021 Over Three Months Ended June 30, 2021
	Volume			Interest Rate			Change			Volume			Interest Rate			Change			Volume			Interest Rate			Change
Increase (Decrease) in Interest Income:
Loans	$	(1,470	)	$	560		$	(910	)	$	195		$	(331	)	$	(136	)	$	(672	)	$	103		$	(569	)
Certificates of Deposit		(29	)		(8	)		(37	)		(88	)		(23	)		(111	)		(5	)		(3	)		(8	)
Due From Banks		48			40			88			271			(509	)		(238	)		16			59			75
Investment Securities - Taxable		841			(706	)		135			1,909			(2,221	)		(312	)		274			(130	)		144
Investment Securities - Non-taxable		32			(10	)		22			125			(44	)		81			16			(3	)		13
Other Assets		8			14			22			15			(15	)		—			2			(1	)		1
	$	(570	)	$	(110	)	$	(680	)	$	2,427		$	(3,143	)	$	(716	)	$	(369	)	$	25		$	(344	)

Increase (Decrease) in Interest Expense:
Deposits:
Interest-Bearing Transaction Deposits	$	9		$	(9	)	$	—		$	56	$	(175	)	$	(119	)	$	—		$	—		$	—
Savings & MMDAs		16			(59	)		(43	)		79		(386	)		(307	)		8			—			8
Time Certificates		(2	)		(38	)		(40	)		48		(153	)		(105	)		(5	)		(3	)		(8	)
	$	23		$	(106	)	$	(83	)	$	183	$	(714	)	$	(531	)	$	3		$	(3	)	$	—
Increase (Decrease) in Net Interest Income:	$	(593	)	$	(4	)	$	(597	)	$	2,244	$	(2,429	)	$	(185	)	$	(372	)	$	28		$	(344	)

41

CHANGES IN FINANCIAL CONDITION

The assets of the Company set forth in the Unaudited Condensed Consolidated Balance Sheets reflect a $148,451,000, or 55.6%, increase in cash and cash equivalents, a $3,412,000, or 20.2%, decrease in certificates of deposit, a $182,030,000, or 41.8%, increase in investment securities available-for-sale, a $52,360,000, or 6.0%, decrease in net loans held-for-investment, and a $7,029,000, or 76.5%, decrease in loans held-for-sale from December 31, 2020 to September 30, 2021.  The increase in cash and cash equivalents was primarily due to an increase in deposit balances.  The decrease in certificates of deposit was due to maturities of certificates of deposit and allocating the cash flows from those maturities towards additional purchases of available-for-sale securities.  The increase in investment securities was due to allocating cash flows from deposits towards purchases of investment securities.  The decrease in net loans held-for-investment was primarily due to SBA forgiveness payments on PPP loans totaling $198 million, which was partially offset by originations of PPP loans totaling $115 million and commercial real estate loan purchases totaling approximately $47.1 million as of September 30, 2021.   The decrease in loans held-for-sale was due to the timing of funding and sale of the loans held-for-sale pipeline.

The liabilities of the Company set forth in the Unaudited Condensed Consolidated Balance Sheets reflect an increase in total deposits of $271,495,000, or 18.4%, from December 31, 2020 to September 30, 2021.  The overall increase in total deposits was primarily attributable to PPP loans originated in the first half of 2021, new customer relationships gained as a result of our PPP lending activities, and increased savings rates driven by the economic uncertainties due to the coronavirus pandemic.

CHANGES IN RESULTS OF OPERATIONS

Interest Income

The Federal Open Market Committee made no changes to the Federal Funds target of 0.00% to 0.25% during the nine months ended September 30, 2021.

Interest income on loans for the nine months ended September 30, 2021 was down 0.5% from the same period in 2020, decreasing from $29,752,000 to $29,616,000, and was down 8.4% for the three months ended September 30, 2021 over the same period in 2020, decreasing from $10,815,000 to $9,905,000.  The decrease in interest income on loans was primarily due to a decrease in PPP fee recognition and lower yields earned on newly originated loans and loans repricing at lower rates, which was partially offset by interest recognized on CARES Act loan forbearances that were previously not accruing interest and the recovery of interest on nonaccrual loans to one borrower that paid off during the quarter ended September 30, 2021.  PPP processing fees totaling approximately $3.5 million and $4.1 million were recognized in interest income for the nine-month periods ended September 30, 2021 and 2020, respectively.  PPP processing fees totaling approximately $1.1 million and $2.1 million were recognized in interest income for the three-month periods ended September 30, 2021 and 2020, respectively.  The Bank had unearned PPP processing fees totaling approximately $3.9 million as of September 30, 2021, which will continue to be recognized over the remaining life of the PPP loans.

In the second quarter of 2020, the Bank made a policy election to cease interest recognition for loans provided temporary full payment deferrals during the term of the forbearance period (generally ranging from three to six months) under Section 4013 of the CARES Act.  Upon completion of the payment forbearance period, and resumption of performance under the original loan terms, the foregone interest is capitalized as deferred interest and recognized as a yield adjustment over the remaining loan term.  Loans on interest-only plans continued to accrue interest income given continued payment performance over the course of the forbearance period.  A majority of loans completed their forbearance period during the fourth quarter of 2020 and the remaining loans completed their forbearance period in 2021.  There were no forbearance loans at September 30, 2021.  The Bank recognized approximately $594,000 and $110,000 in deferred interest for the nine-month periods ended September 30, 2021 and 2020, respectively.  The Bank recognized approximately $128,000 and $110,000 in deferred interest for the three-month periods ended September 30, 2021 and 2020, respectively.

Interest income on certificates of deposit for the nine months ended September 30, 2021 was down 32.5% from the same period in 2020, decreasing from $342,000 to $231,000, and was down 34.9% for the three months ended September 30, 2021 over the same period in 2020, decreasing from $106,000 to $69,000.  The decrease in interest income on certificates of deposit for the three and nine months ended September 30, 2021 as compared to the same periods a year ago was primarily due to a decrease in average balances of certificates of deposit and a 16 basis point decrease in yield on certificates of deposit.

Interest income on interest-bearing due from banks for the nine months ended September 30, 2021 was down 46.7% from the same period in 2020, decreasing from $510,000 to $272,000, and was up 163.0% for the three months ended September 30, 2021 over the same period in 2020, increasing from $54,000 to $142,000.  This income is primarily derived from interest on excess reserves held at the Federal Reserve.  The decrease in interest income on interest-bearing due from banks for the nine months ended September 30, 2021 as compared to the same period a year ago was primarily due to reductions in the Federal Funds Rate in March of 2020 resulting in a 30 basis point decrease in yield on interest-bearing due from banks, which was partially offset by an increase 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, 2021 as compared to the same period a year ago was primarily due to an increase in average balances of interest-bearing due from banks and a 6 basis point increase in yield on interest-bearing due from banks.

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Interest income on investment securities available-for-sale for the nine months ended September 30, 2021 was down 4.4% from the same period in 2020, decreasing from $5,279,000 to $5,048,000, and was up 9.6% for the three months ended September 30, 2021 over the same period in 2020, increasing from $1,631,000 to $1,788,000.  The decrease in interest income on investment securities for the nine months ended September 30, 2021 as compared to the same period a year ago was primarily due to a 73 basis point decrease in investment yields, which was partially offset by an increase in average investment securities.  The increase in interest income on investment securities for the three months ended September 30, 2021 as compared to the same period a year ago was primarily due to  an increase in average investment securities, which was partially offset by a 68 basis point decrease in investment yields.

Interest income on other earning assets totaled $289,000 for each of the nine-month periods ended September 30, 2021 and September 30, 2020, and was up 26.8% for the three months ended September 30, 2021 over the same period in 2020, increasing from $82,000 to $104,000.  This income is primarily derived from dividends received by the Federal Home Loan Bank.  The increase in interest income on other earning assets for the three months ended September 30, 2021 as compared to the same period a year ago was primarily due to a 79 basis point increase in yield on other earning assets and 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, 2021 and September 30, 2020.

Interest Expense

Interest expense on deposits for the nine months ended September 30, 2021 was down 43.6% from the same period in 2020, decreasing from $1,217,000 to $686,000, and was down 26.4% for the three months ended September 30, 2021 over the same period in 2020, decreasing from $314,000 to $231,000.  The decrease in interest expense during the nine months ended September 30, 2021 was primarily due to an 11 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 decrease in interest expense during the three months ended September 30, 2021 was primarily due to a 5 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.

Provision for Loan Losses

Reversal of provision for loan losses totaled $1,500,000 for the nine months ended September 30, 2021 compared to provision for loan losses of $2,250,000 for the same period in 2020.  Reversal of provision for loan losses of $1,800,000 for the three months ended September 30, 2021 compared to provision for loan losses of $800,000 for the same period in 2020.  The allowance for loan losses was approximately $14,001,000 or 1.67% of total loans, at September 30, 2021, compared to $15,416,000, or 1.73% of total loans, at December 31, 2020.  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 reversal of provision for loan losses during the three and nine months ended September 30, 2021 was primarily due to the decrease in specific reserves on impaired loans to one borrower, coupled with an overall decrease in qualitative factors resulting from an improvement in economic conditions.

Provision for Unfunded Lending Commitment Losses

Reversal of unfunded lending commitment losses totaled $300,000 for the nine months ended September 30, 2021 compared to provision for unfunded lending commitment losses of $110,000 for the same period in 2020.  There was no provision for unfunded lending commitment losses for the three months ended September 30, 2021 and September 30, 2020.  The reversal of unfunded commitment losses for the nine months ended September 30, 2021 was primarily due to decreases in qualitative factors resulting from an improvement in economic conditions.

Provisions for unfunded lending commitment losses are included in other non-interest expense in the Condensed Consolidated Statements of Income.

Non-Interest Income

Non-interest income was up 5.2% for the nine months ended September 30, 2021 from the same period in 2020, increasing from $5,686,000 to $5,982,000.

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The increase was primarily due to increases in service charges on deposit accounts, loan servicing income, and debit card income, which was partially offset by decreases in gains on sales of loans held-for-sale and gains on sales of available for sale securities.  The increase in service charges on deposit accounts was primarily due to the Bank’s decision in the prior year to waive overdraft/NSF fees for all business and consumer customers.  The decision to waive overdraft/NSF fees was in response to the COVID-19 pandemic and began in March 2020 and expired on August 1, 2020.  The increase in loan servicing income was primarily due to mortgage servicing assets booked coupled with a decrease in impairment expense recognized on mortgage servicing rights assets due to a decrease in prepayment rate assumptions as compared to December 31, 2020.  The increase in debit card income was primarily due to an increase in transaction volumes.  The decrease in gains on sales of loans held-for-sale was primarily due to a decrease in loan origination volumes.  The decrease in gains on sales/calls of available-for-sale securities was primarily due to the sale of municipal, agency, and U.S. Treasury securities at a net loss.

Non-interest income was down 20.1% for the three months ended September 30, 2021 from the same period in 2020, decreasing from $2,389,000 to $1,908,000.

The decrease was primarily due to decreases in gains on sales of loans held-for-sale and gains on sales of available-for-sale securities, which was partially offset by increases in service charges on deposit accounts.  The decrease in gains on sales of loans held-for-sale was primarily due to a decrease in loan origination volumes.  The decrease in gains on sales/calls of available-for-sale securities was primarily due to the sale of municipal, agency, and U.S. Treasury securities at a net loss.  The increase in service charges on deposit accounts was primarily due to the Bank’s decision in the prior year to waive overdraft/NSF fees for all business and consumer customers.  The decision to waive overdraft/NSF fees was in response to the COVID-19 pandemic and began in March 2020 and expired on August 1, 2020.

Non-Interest Expenses

Total non-interest expenses were up 2.9% for the nine months ended September 30, 2021 from the same period in 2020, increasing from $26,327,000 to $27,091,000.

The increase was primarily due to increases in data processing and other expenses, which was partially offset by decreases in occupancy and equipment.  The increase in data processing expenses was primarily due to costs associated with enhanced IT infrastructure coupled with the implementation of a digital lending platform for PPP loans in the first quarter of 2021.  The increase in other expenses was primarily due to increases in FDIC assessments, loan collection expense, and debit card expense, which was partially offset by the reversal of unfunded lending commitment losses.  The decrease in occupancy and equipment expense was primarily due to decreased rent as a result of the lease termination of the former trust office in the fourth quarter of 2020 and a decrease in depreciation expense.

Total non-interest expenses were down 0.2% for the three months ended September 30, 2021 from the same period in 2020, decreasing from $9,250,000 to $9,234,000.

The decrease was primarily due to decreases in salaries and employee benefits and occupancy and equipment, which was partially offset by increases in data processing.  The decrease in salaries and employee benefits was primarily due a decrease in full-time equivalent employees, which was partially offset by an increase in profit sharing expense.  The decrease in occupancy and equipment expense was primarily due to decreased rent as a result of the lease termination of the former trust office in the fourth quarter of 2020 and a decrease in depreciation expense.  The increase in data processing expenses was primarily due to costs associated with enhanced IT infrastructure coupled with the implementation of a digital lending platform for PPP loans in 2021.

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The following table sets forth other non-interest expenses by category for the three and nine months ended September 30, 2021 and 2020.

	(in thousands)
	Three months ended September 30, 2021		Three months ended September 30, 2020		Nine months ended September 30, 2021			Nine months ended September 30, 2020
Other non-interest expenses
(Reversal of) provision for unfunded loan commitments	$	—	$	—	$	(300	)	$	110
FDIC assessments		170		108		425			238
Contributions		29		18		109			99
Legal fees		53		59		226			268
Accounting and audit fees		115		114		346			342
Consulting fees		123		158		340			352
Postage expense		35		49		120			115
Telephone expense		36		32		104			92
Public relations		32		24		89			116
Training expense		26		12		61			54
Loan origination expense		29		55		149			165
Computer software depreciation		17		18		50			52
Sundry losses		34		47		202			126
Loan collection expense		85		154		680			256
Debit card expense		238		166		646			403
Other non-interest expense		289		312		864			890
Total other non-interest expenses	$	1,311	$	1,326	$	4,111		$	3,678

Income Taxes

The Company’s tax rate, the Company’s income before taxes and the amount of tax relief provided by non-taxable earnings affect the Company’s provision for income taxes.  Provision for income taxes increased 28.1% for the nine months ended September 30, 2021 from the same period in 2020, increasing from $3,255,000 to $4,168,000, and increased 35.3% for the three months ended September 30, 2021 from the same period in 2020, increasing from $1,288,000 to $1,742,000.  The increase in provision for income taxes was primarily due to an increase in pre-tax income.  The effective tax rate was 27.5% and 27.0% for the nine months ended September 30, 2021 and September 30, 2020, respectively.  The effective tax rate was 27.9% and 27.5% for the three months ended September 30, 2021 and September 30, 2020, respectively.

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, 2021		December 31, 2020
Undisbursed loan commitments	$	192,834	$	189,097
Standby letters of credit		2,696		1,731
Commitments to sell loans		2,315		1,052
	$	197,845	$	191,880

The reserve for unfunded lending commitments amounted to $650,000 and $950,000 as of September 30, 2021 and December 31, 2020, 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 table summarizes the Company’s non-accrual loans net of guarantees of the State of California and U.S. Government by loan category at September 30, 2021 and December 31, 2020:

	At September 30, 2021						At December 31, 2020
	Gross		Guaranteed		Net		Gross		Guaranteed		Net
(in thousands)
Commercial	$	33	$	33	$	—	$	363	$	63	$	300
Commercial real estate		2,022		26		1,996		4,875		34		4,841
Agriculture		9,130		—		9,130		9,130		—		9,130
Residential mortgage		142		—		142		153		—		153
Residential construction		—		—		—		—		—		—
Consumer		681		—		681		690		—		690
Total non-accrual loans	$	12,008	$	59	$	11,949	$	15,211	$	97	$	15,114

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 unless the loan is well secured and in process of collection.  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 or there is an extended period of positive performance and a high probability that the loan will continue to pay according to original terms.

Non-accrual loans amounted to $12,008,000 at September 30, 2021 and were comprised of one commercial loan totaling $33,000, two commercial real estate loans totaling $2,022,000, three agriculture loans totaling $9,130,000, one residential mortgage loan totaling $142,000, and three consumer loans totaling $681,000.  Non-accrual loans amounted to $15,211,000 at December 31, 2020 and were comprised of four commercial loans totaling $363,000, three commercial real estate loans totaling $4,875,000, three agriculture loans totaling $9,130,000, one residential mortgage loan totaling $153,000 and five consumer loans totaling $690,000. If the loan is considered 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.  Nonaccrual loans, which are non-performing impaired loans, totaled $12,008,000 and $15,211,000 as of September 30, 2021 and December 31, 2020, 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 as a TDR is considered an impaired loan.  Performing impaired loans, which consisted of loans modified as TDRs, totaled $831,000 and $2,260,000 at September 30, 2021 and December 31, 2020, respectively.  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.

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On March 22, 2020, the Federal bank regulatory agencies issued joint guidance advising that the agencies have confirmed with the staff of the Financial Accounting Standards Board that short-term modifications due to COVID-19, made on a good faith basis to borrowers who were current prior to relief, are not TDRs.  The CARES Act also provided relief from TDR classification for certain COVID-19 loan modifications.  In December 2020, the Consolidated Appropriations Act, 2021 was signed into law. Section 541 of this legislation, “Extension of Temporary Relief From Troubled Debt Restructurings and Insurer Clarification,” extends Section 4013 of the CARES Act to the earlier of January 1, 2022 or 60 days after the termination of the national emergency declaration relating to COVID-19. The Bank elected not to classify modifications that meet the criteria under either the CARES Act or the criteria specified by the regulatory agencies as TDRs.

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 $3,165,000, or 20.9%, to $11,949,000 during the first nine months of 2021.  Non-performing assets, net of guarantees, represented 0.6% of total assets at September 30, 2021.

	At September 30, 2021							At December 31, 2020
	Gross		Guaranteed		Net			Gross		Guaranteed		Net
(dollars in thousands)
Non-accrual loans	$	12,008	$	59	$	11,949		$	15,211	$	97	$	15,114
Loans 90 days past due and still accruing		—		—		—			—		—		—
Total non-performing loans		12,008		59		11,949			15,211		97		15,114
Other real estate owned		—		—		—			—		—		—
Total non-performing assets	$	12,008	$	59	$	11,949		$	15,211	$	97	$	15,114
Non-performing loans (net of guarantees) to total loans						1.4	%						1.7	%
Non-performing assets (net of guarantees) to total assets						0.6	%						0.9	%
Allowance for loan and lease losses to non-performing loans (net of guarantees)						117.2	%						102.0	%

The Company had no loans 90 days or more past due and still accruing at September 30, 2021 and December 31, 2020.

Excluding the non-performing loans cited previously, loans totaling $10,710,000 and $11,878,000 were classified as substandard or doubtful loans, representing potential problem loans at September 30, 2021 and December 31, 2020, 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, 2021 and December 31, 2020.  The ratio of the Allowance for Loan Losses to total loans at September 30, 2021 and December 31, 2020 was 1.67% and 1.73%, 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, 2021 and December 31, 2020.

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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, 2021 and 2020, and for the year ended December 31, 2020:

Analysis of the Allowance for Loan Losses

(Amounts in thousands, except percentage amounts)

	Nine months ended September 30,						Year ended December 31,
	2021			2020			2020
Balance at beginning of period	$	15,416		$	12,356		$	12,356
(Reversal of) provision for loan losses		(1,500	)		2,250			3,050
Loans charged-off:
Commercial		(383	)		(184	)		(212	)
Commercial Real Estate		—			—			—
Agriculture		—			—			—
Residential Mortgage		—			—			—
Residential Construction		—			—			—
Consumer		(12	)		(13	)		(15	)
Total charged-off		(395	)		(197	)		(227	)
Recoveries:
Commercial		423			13			201
Commercial Real Estate		—			—			—
Agriculture		—			—			—
Residential Mortgage		—			—			—
Residential Construction		—			—			—
Consumer		57			34			36
Total recoveries		480			47			237
Net recoveries (charge-offs)		85			(150	)		10
Balance at end of period	$	14,001		$	14,456		$	15,416
Ratio of net recoveries (charge-offs) to average loans outstanding during the period (annualized)		0.01	%		(0.02	%)		0.00	%
Allowance for loan losses
To total loans at the end of the period		1.67	%		1.47	%		1.73	%
To non-performing loans, net of guarantees at the end of the period		117.2	%		92.7	%		102.0	%

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Deposits

Deposits are one of the Company’s primary sources of funds.  At September 30, 2021, the Company had the following deposit mix: 26.2% in savings and MMDA deposits, 3.0% in time deposits, 24.3% in interest-bearing transaction deposits and 46.5% in non-interest-bearing transaction deposits.  At December 31, 2020, the Company had the following deposit mix: 26.1% in savings and MMDA deposits, 3.8% in time deposits, 26.4% in interest-bearing transaction deposits and 43.7% 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, 2021 and December 31, 2020 are summarized as follows:

	(in thousands)
	September 30, 2021		December 31, 2020
Three months or less	$	2,329	$	5,110
Over three to twelve months		4,223		5,877
Over twelve months		6,825		3,656
Total	$	13,377	$	14,643

Liquidity and Capital Resources

In order to serve our market area and comply with banking regulations, 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 47.2% on September 30, 2021.  In addition, on September 30, 2021, the Company had the following short-term investments (based on remaining maturity and/or next repricing date):  $15,763,000 in securities due within one year or less; and $136,605,000 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 $122,000,000 at September 30, 2021.  Additionally, the Company has a line of credit with the FHLB, with a remaining borrowing capacity at September 30, 2021 of $298,769,000; 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.

In July 2013, the FRB 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 guidelines published by the Basel Committee known as the Basel III Global Regulatory Framework for Capital and Liquidity.  The Basel Committee is a committee of banking supervisory authorities from major countries in the global financial system which formulates broad supervisory standards and guidelines relating to financial institutions for implementation on a country-by-country basis.   These rules adopted by the FRB and the other federal banking agencies (the U.S. Basel III Capital 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.

Banks, such as First Northern, became subject to the final rules on January 1, 2015.  The final 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.  The final rules 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%; (c) a total capital ratio of 8%; and (d) a Tier 1 leverage ratio to average consolidated assets of 4%.  Under these 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 capital conservation buffer is designed to absorb losses during periods of economic stress.

Pursuant to the EGRRCPA, the FRB adopted a final rule, effective August 31, 2018, amending the Small Bank Holding Company and Savings and Loan Holding Company Policy Statement (the “policy statement”) to increase the consolidated assets threshold to qualify to utilize the provisions of the policy statement from $1 billion to $3 billion. Bank holding companies, such as the Company, are subject to capital adequacy requirements of the FRB; however, bank holding companies which are subject to the policy statement are not subject to compliance with the regulatory capital requirements until they hold $3 billion or more in consolidated total assets. As a consequence, as of December 31, 2018, the Company was not required to comply with the FRB’s regulatory capital requirements until such time that its consolidated total assets equal $3 billion or more or if the FRB determines that the Company is no longer deemed to be a small bank holding company. However, if the Company had been subject to these regulatory capital requirements, it would have exceeded all regulatory requirements.

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In August of 2020, the Federal banking agencies adopted the final version of the community bank leverage ratio framework rule (the “CBLR”), implementing two interim final rules adopted in April of 2020.  The rule provides an optional, simplified measure of capital adequacy.  Under the optional CBLR framework, the CBLR will be 8.5 percent through calendar year 2021 and 9 percent thereafter.  The rule is applicable to all non-advanced approaches FDIC-supervised institutions with less than $10 billion in total consolidated assets.  Banks not electing the CBLR framework will continue to be subject to the generally applicable risk-based capital rule.  At the present time, the Company and the Bank do not intend to elect to use the CBLR framework.

As of September 30, 2021, 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, 2021.

	(amounts in thousands except percentage amounts)
	Actual					Well Capitalized
	Capital		Ratio			Ratio Requirement
Leverage	$	152,701		8.05	%		5.0	%
Common Equity Tier 1	$	152,701		16.34	%		6.5	%
Tier 1 Risk-Based	$	152,701		16.34	%		8.0	%
Total Risk-Based	$	164,419		17.59	%		10.0	%

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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, 2021, from those presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, 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, 2021.  This conclusion is based on an evaluation conducted under the supervision and with the participation of management.

(b)  During the quarter ended September 30, 2021, 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 2020 Form 10-K, which is incorporated by reference herein, and to the following:

Increases in the Allowance for Loan Losses Would Adversely Affect the Bank’s Financial Condition and Results of Operations

The Bank’s allowance for estimated losses on loans was approximately $14.0 million, or 1.67% of total loans, at September 30, 2021, compared to $15.4 million, or 1.73% of total loans, at December 31, 2020, and 117.2% of total non-performing loans, net of guaranteed portions, at September 30, 2021, compared to 102.0% of total non-performing loans, net of guaranteed portions, at December 31, 2020.  Reversal of provision for loan losses totaled $1.5 million for the nine months September 30, 2021, compared to provision for losses of $2.3 million for the same period in 2020.

The COVID-19 pandemic and related responses to the pandemic by federal, state and local governments have negatively impacted the U.S., California and global economies, significantly increased economic uncertainty, reduced economic activity, increased unemployment levels, and resulted in temporary and permanent closures of many businesses and restrictions on business and social activities in many states and communities, including many markets where we have operations. The pandemic, the early economic effects of which began to be felt late in the first quarter of 2020 and have continued into 2021, has resulted and can be expected to continue to result in the recognition of credit losses in our loan portfolios and increases in our allowance for credit losses, particularly if businesses remain closed or indoor operations limited, the impact on the national and local economies worsens, or more customers draw on their lines of credit or seek additional loans to help finance their businesses.  Material future additions to the allowance for estimated losses on loans may be necessary if such material adverse changes in economic conditions continue to occur and the performance of the Bank’s loan portfolio deteriorates.

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In addition, the pandemic may significantly affect the commercial and residential real estate markets in the U.S. generally, and in California in particular, decreasing property values, increasing the risk of defaults and reducing the value of real estate collateral.  An allowance for losses on other real estate owned may also be required in order to reflect changes in the markets for real estate in which the Bank’s other real estate owned is located and other factors which may result in adjustments which are necessary to ensure that the Bank’s foreclosed assets are carried at the lower of cost or fair value, less estimated costs to dispose of the properties.  Moreover, the FDIC and the California Department of Financial Protection and Innovation, as an integral part of their examination process, periodically review the Bank’s allowance for estimated losses on loans and the carrying value of its assets.  Increases in the provisions for estimated losses on loans and foreclosed assets would adversely affect the Bank’s financial condition and results of operations.

The Bank’s Dependence on Real Estate Lending Increases Our Risk of Losses, Particularly Given the Continuing or Worsening Economic and Financial Market Conditions Caused by the COVID-19 Pandemic

At September 30, 2021, approximately 76% of the Bank’s loans in principal amount (excluding loans held-for-sale) were secured by real estate.  We do not yet know the full extent of the impacts of the COVID-19 pandemic on the U.S., California or global economies or our market areas in particular; however, the pandemic has dramatically and adversely impacted economic conditions and can be expected to result in prolonged continuing or worsening recessionary economic and financial market conditions.  In response to the COVID-19 pandemic, following a declaration of a state of emergency in early March, the California state government issued a strict shelter-in-place order on March 19, 2020, instituting social distancing requirements and closing all non-essential businesses.  Later in 2020, the California state government adopted a four-phase reopening plan. The ability of a county to move into a phase with fewer restrictions on economic and social activities was dependent upon the county’s compliance with parameters such as the county’s case rate, test positivity rate, and a health equity metric.  As of June 15, 2021, the Governor of the State of California terminated the executive orders that put into place the stay-at-home order and phased out the vast majority of executive actions issued since March 2020 as part of the state’s pandemic response, including physical distancing, capacity limits on businesses, and the county tier system. The new public health order effective June 15, 2021, supersedes all prior health orders and has limited restrictions only related to masking and so-called “mega events”, as well as settings serving children and youth. As of this time, with increased circulation of COVID-19 variants, including the highly-contagious Delta variant, in California, as well as other parts of the U.S., and the recent reinstatement of indoor mask mandates or recommendations by certain county health departments in California, it is impossible to predict whether the California state government, and/or the county health departments in our market area, may re-impose limits on businesses in certain sectors, including capacity and other restrictions.  The value of the Bank’s real estate collateral has been, and could in the future continue to be, adversely affected by this prolonged reduction in economic activity and the economic recession in California, which has had resulting adverse impacts, which could be material, 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, 2021, real estate mortgage (excluding loans held-for-sale) and construction loans (residential and other) comprised approximately 75% and 1%, respectively, of the total loans in the Bank’s portfolio.  At September 30, 2021, all of the Bank’s real estate mortgage and construction loans and approximately 1% 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 further deteriorate. 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.

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ITEM 2. – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Repurchases of Equity Securities

On May 20, 2021, the Company approved a new stock repurchase program effective June 15, 2021.  The new stock repurchase program, which will remain in effect until June 14, 2023, allows repurchases by the Company in an aggregate amount of no more than 4% of the Company’s 13,680,085 outstanding shares of common stock as of March 31, 2021.  This represents total shares of 547,203 eligible for repurchase.  The Company repurchased 82,549 shares and 132,334 shares of the Company’s outstanding common stock during the second quarter ended June 30, 2021 and third quarter ended September 30, 2021, respectively.

The Company made the following purchases of its common stock during the nine months ended September 30, 2021:

	(a)		(b)		(c)		(d)
Period	Total number of shares purchased		Average price paid per share		Number of shares purchased as part of publicly announced plans or programs		Maximum number of shares that may yet be purchased under the plans or programs
June 1 - June 30, 2021		82,549		11.15		82,549		464,654
July 1 - July 31, 2021		-		-		-		464,654
August 1 - August 31, 2021		102,693		10.95		102,693		361,961
September 1 - September 30, 2021		29,641		11.02		29,641		332,320

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
31.1	Rule 13a — 14(a) Certification of Chief Executive Officer
31.2	Rule 13a — 14(a) Certification of Chief Financial Officer
32.1**	Statement of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
32.2**	Statement of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*  Management contract or compensatory plan, contract, or arrangement.

**  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.

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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 4, 2021	By:	/s/  Kevin Spink
			Kevin Spink, Executive Vice President / Chief Financial Officer
			(Principal Financial Officer and Duly Authorized Officer)

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