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FIRST NORTHERN COMMUNITY BANCORP - Quarter Report: 2007 November (Form 10-Q)

fncb3rdqtr2007.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
———————————
FORM 10-Q

x
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended September 30, 2007

OR

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


Commission File Number 000-30707

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


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

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


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



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes  x
No  ¨

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

Large accelerated filer   ¨
Accelerated filer  x
Non-accelerated filer  ¨

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

          Yes  ¨
          No  x

The number of shares of Common Stock outstanding as of November 1, 2007 was 8,254,194.



FIRST NORTHERN COMMUNITY BANCORP

INDEX

   
Page
     
PART I:    FINANCIAL INFORMATION
   
         
Item 1
 
Consolidated Financial Statements
   
         
   
Unaudited Condensed Consolidated Balance Sheets
 
3
         
   
Unaudited Condensed Consolidated Statements of Income
 
4
         
   
Unaudited Condensed Consolidated Statement of Stockholders’ Equity and Comprehensive Income
 
5
         
   
Unaudited Condensed Consolidated Statements of Cash Flows
 
6
         
   
Notes to Unaudited Condensed Consolidated Financial Statements
 
7
         
Item 2
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
17
         
Item 3
 
Quantitative and Qualitative Disclosures About Market Risk
 
32
         
Item 4
 
Controls and Procedures
 
32
         
PART II:    OTHER INFORMATION
   
         
Item 1A
 
Risk Factors
 
33
         
Item 2
 
Unregistered Sales of Equity Securities and Use of Proceeds
 
33
         
Item 6
 
Exhibits
 
34
         
Signatures
 
34


2



PART I - FINANCIAL INFORMATION

ITEM 1.
CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)

   
(UNAUDITED)
       
   
September 30, 2007
   
December 31,
2006
 
ASSETS
           
Cash and due from banks
  $
52,007
    $
35,531
 
Federal funds sold
   
4,815
     
62,470
 
Investment securities – available-for-sale
   
89,377
     
74,180
 
Loans, net of allowance for loan losses of
               
$9,153 at September 30, 2007 and $8,361 at December 31, 2006
   
508,742
     
475,549
 
Loans held-for-sale
   
1,618
     
4,460
 
Stock in Federal Home Loan Bank and other equity securities,    at cost
   
2,172
     
2,093
 
Premises and equipment, net
   
7,929
     
8,060
 
Other Real Estate Owned
   
252
     
375
 
Accrued interest receivable and other assets
   
23,421
     
22,507
 
       TOTAL ASSETS
  $
690,333
    $
685,225
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Liabilities
               
                 
Deposits
               
Demand deposits
  $
192,949
    $
197,498
 
Interest-bearing transaction deposits
   
130,745
     
117,620
 
Savings and MMDA's
   
169,405
     
175,128
 
Time, under $100,000
   
44,591
     
47,137
 
Time, $100,000 and over
   
70,130
     
66,299
 
       Total deposits
   
607,820
     
603,682
 
FHLB Advances and other borrowings
   
10,678
     
10,981
 
Accrued interest payable and other liabilities
   
7,773
     
8,572
 
       TOTAL LIABILITIES
   
626,271
     
623,235
 
                 
Stockholders' equity
               
Common stock, no par value; 16,000,000 shares authorized;
               
8,250,828 shares issued and outstanding at September 30, 2007 and 7,980,952 shares issued and outstanding at December 31, 2006
   
52,644
     
45,726
 
Additional paid in capital
   
977
     
977
 
Retained earnings
   
11,022
     
15,792
 
Accumulated other comprehensive loss
    (581 )     (505 )
       TOTAL STOCKHOLDERS' EQUITY
   
64,062
     
61,990
 
                 
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $
690,333
    $
685,225
 

See notes to unaudited condensed consolidated financial statements.

3



UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)


   
Three months
   
Three months
   
Nine months
   
Nine months
 
   
ended
   
ended
   
ended
   
ended
 
   
September 30, 2007
   
September 30, 2006
   
September 30, 2007
   
September 30, 2006
 
Interest and Dividend Income
                       
     Loans
  $
10,681
    $
11,070
    $
31,435
    $
31,189
 
     Federal funds sold
   
384
     
506
     
2,236
     
2,117
 
     Due from interest bearing
   
116
     
     
116
     
 
     Investment securities
                               
          Taxable
   
779
     
644
     
2,113
     
1,814
 
          Non-taxable
   
335
     
162
     
915
     
436
 
     Other earning assets
   
26
     
26
     
86
     
79
 
               Total interest and dividend income
   
12,321
     
12,408
     
36,901
     
35,635
 
                                 
Interest Expense
                               
     Deposits
   
2,930
     
2,483
     
8,920
     
6,326
 
     Other borrowings
   
81
     
68
     
247
     
284
 
               Total interest expense
   
3,011
     
2,551
     
9,167
     
6,610
 
               Net interest income
   
9,310
     
9,857
     
27,734
     
29,025
 
Provision for  loan losses
   
990
     
810
     
1,250
     
585
 
                                 
               Net interest income after provision
                    for loan losses
   
8,320
     
9,047
     
26,484
     
28,440
 
                                 
Other operating income
                               
     Service charges on deposit accounts
   
903
     
749
     
2,512
     
2,050
 
     Gains on sales of other real estate owned
   
174
     
     
353
     
6
 
     Gains on sales of loans held-for-sale
   
6
     
100
     
190
     
192
 
     Investment and brokerage services income
   
37
     
61
     
141
     
173
 
     Mortgage brokerage income
   
13
     
101
     
90
     
310
 
     Loan servicing income
   
66
     
49
     
232
     
193
 
     Fiduciary activities income
   
65
     
39
     
210
     
114
 
     ATM fees
   
77
     
70
     
216
     
203
 
     Signature based transaction fees
   
134
     
102
     
377
     
272
 
     Gains on available for sale securities
   
146
     
     
146
     
 
     Other income
   
179
     
175
     
539
     
505
 
               Total other operating income
   
1,800
     
1,446
     
5,006
     
4,018
 
                                 
Other operating expenses
                               
     Salaries and employee benefits
   
4,373
     
4,347
     
13,183
     
13,237
 
     Occupancy and equipment
   
834
     
983
     
2,731
     
2,723
 
     Data processing
   
424
     
368
     
1,217
     
1,082
 
     Stationery and supplies
   
119
     
135
     
406
     
375
 
     Advertising
   
212
     
162
     
641
     
611
 
     Directors’ fees
   
49
     
42
     
149
     
108
 
     Other real estate owned expense
   
9
     
     
27
     
 
     Other expense
   
1,170
     
1,213
     
3,909
     
3,582
 
               Total other operating expenses
   
7,190
     
7,250
     
22,263
     
21,718
 
                                 
               Income before income tax expense
   
2,930
     
3,243
     
9,227
     
10,740
 
Provision for income taxes
   
911
     
1,195
     
3,133
     
3,996
 
                                 
               Net income
  $
2,019
    $
2,048
    $
6,094
    $
6,744
 
                                 
Basic Income per share 
  $
0.24
    $
0.24
    $
0.73
    $
0.80
 
Diluted Income per share
  $
0.24
    $
0.23
    $
0.71
    $
0.77
 

See notes to unaudited condensed consolidated financial statements.


4



UNAUDITED CONDENSED CONSOLIDATED STATEMENT
 OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
(in thousands, except share amounts)
 
   
                                 
Accumulated
       
                     
Additional
         
Other
       
   
Common Stock
   
Comprehensive
   
Paid-in
   
Retained
   
Comprehensive
       
   
Shares
   
Amounts
   
Income
   
Capital
   
Earnings
   
Loss
   
Total
 
                                           
Balance at December 31, 2006
   
7,980,952
    $
45,726
          $
977
    $
15,792
    $ (505 )   $
61,990
 
                                                       
Comprehensive income:
                                                     
Net income
                  $
6,094
             
6,094
             
6,094
 
Other comprehensive loss:
                                                       
                                                         
Unrealized holding losses on securities arising during the current period, net of tax effect of $109
                    (164 )                                
Reclassification adjustment due to gains realized on sales of securities, net of tax effect of $58
                   
88
                                 
Total other comprehensive loss, net of tax effect of $51
                    (76 )                     (76 )     (76 )
                                                         
                                                         
Comprehensive income
                  $
6,018
                                 
                                                         
6% stock dividend
   
476,532
     
10,851
                      (10,851 )            
 
Cash in lieu of fractional shares
                                    (13 )             (13 )
Stock-based compensation and related tax benefits
           
508
                                     
508
 
Stock options exercised, net of swapped shares
   
34,136
     
101
                                     
101
 
Stock repurchase and retirement
    (240,792 )     (4,542 )                                     (4,542 )
                                                         
Balance at September 30, 2007
   
8,250,828
    $
52,644
            $
977
    $
11,022
    $ (581 )   $
64,062
 

See notes to unaudited condensed consolidated financial statements.

In the Company’s Form 10-K for the fiscal year ended December 31, 2006, a SFAS 158 transition adjustment in the amount of $(512), net of tax, was recognized as a component of the ending balance of Accumulated Other Comprehensive Income / (Loss).

This adjustment was misapplied as a component of Comprehensive Income.

The table below reflects the effects of the misapplication of this adjustment at December 31, 2006.

                   
   
As Reported
   
Misapplied
   
As Revised
 
                   
Other Comprehensive Loss, Net of Tax
  $ (624 )   $ (512 )   $ (112 )
                         
Comprehensive income
  $
8,186
    $ (512 )   $
8,698
 
                         

The Company will correct the Other Comprehensive Loss and Comprehensive Income presentations in the Form 10-K for the fiscal year ending December 31, 2007.

5


UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
(in thousands)
 
   
Nine months ended 
 September 30, 2007
   
Nine months ended 
September 30, 2006
 
Operating Activities
           
          Net Income
  $
6,094
    $
6,744
 
          Adjustments to reconcile net income to net cash
               
 provided by operating activities:
               
 Depreciation
   
853
     
780
 
 Provision for loan losses
   
1,250
     
585
 
 Stock plan accruals
   
426
     
292
 
 Tax benefit for stock options
   
82
     
307
 
 Gains on available for sale securities
    (146 )    
 
 Gains on sales of other real estate owned
    (353 )     (6 )
 Gains on sales of loans held-for-sale
    (190 )     (192 )
 Proceeds from sales of loans held-for-sale
   
33,447
     
28,897
 
 Originations of loans held-for-sale
    (30,415 )     (28,894 )
 Increase in accrued interest receivable and other assets
    (959 )     (1,956 )
 Decrease in accrued interest payable and other liabilities
    (799 )     (171 )
                    Net cash provided by operating activities
   
9,290
     
6,386
 
                 
Investing Activities
               
          Net increase in investment securities
    (15,000 )     (21,532 )
          Net increase in loans
    (34,443 )     (30,299 )
          Net (increase) decrease in other interest earning assets
    (79 )    
16
 
          Net decrease in other real estate owned
   
476
     
274
 
          Purchases of premises and equipment, net
    (722 )     (562 )
                    Net cash used in investing activities
    (49,768 )     (52,103 )
                 
Financing Activities
               
          Net increase (decrease) in deposits
   
4,138
      (4,362 )
          Net decrease in FHLB advances and other borrowings
    (303 )     (4,091 )
          Cash dividends paid
    (13 )     (15 )
          Stock options exercised
   
101
     
138
 
          Tax benefit for stock options
    (82 )     (307 )
          Repurchase of stock
    (4,542 )     (3,437 )
                    Net cash used in financing activities
    (701 )     (12,074 )
   
               
                    Net decrease in cash and cash equivalents
    (41,179 )     (57,791 )
Cash and cash equivalents at beginning of period
   
98,001
     
122,692
 
Cash and cash equivalents at end of period
  $
56,822
    $
64,901
 
                 
Supplemental disclosures of cash flow information:
               
Cash paid during the period for:
               
                    Interest
  $
9,188
    $
6,524
 
                    Income Taxes
  $
3,322
    $
4,615
 
                 
Supplemental disclosures of non-cash investing and financing activities:
               
Transfer of loans held-for-sale to loans held-for-investment
  $
2,892
     
 
Stock dividend distributed
  $
10,851
    $
12,525
 

See notes to unaudited condensed consolidated financial statements.


6



NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2007 and 2006 and December 31, 2006

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 (consisting of normal recurring accruals) 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 to stockholders and Form 10-K for the year ended December 31, 2006 as filed with the Securities and Exchange Commission.  The preparation of financial statements in conformity with GAAP also 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 and the 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.

Recently Issued Accounting Pronouncements:

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments,” which amends the guidance in SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS No. 155 provides entities with relief from having to separately determine the fair value of an embedded derivative that would otherwise be required to be bifurcated from its host contract in accordance with SFAS No. 133. SFAS No. 155 allows an entity to make an irrevocable election to measure such a hybrid financial instrument at fair value in its entirety, with changes in fair value recognized in earnings. SFAS No. 155 was effective January 1, 2007 for the Company for financial instruments acquired, issued or subject to a re-measurement event.  The adoption of SFAS No. 155 did not have a material impact on the Company’s financial condition, results of operations or cash flows.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets,” which amends the guidance in SFAS No. 140. SFAS No. 156 requires that an entity separately recognize a servicing asset or a servicing liability when it undertakes an obligation to service a financial asset under a servicing contract in certain situations. Such servicing assets or servicing liabilities are required to be measured initially at fair value, if practicable. SFAS No. 156 also allows an entity to measure its servicing assets and servicing liabilities subsequently using either the amortization method, which existed under SFAS No. 140, or the fair value measurement method. SFAS No. 156 was effective for the Company in the fiscal year beginning January 1, 2007.  The adoption of SFAS No. 156 did not have a material impact on the financial condition, results of operations or cash flows of the Company.

In June 2006, the FASB issued Interpretation 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), an interpretation of FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 clarifies the accounting and reporting for income taxes where interpretation of the law is uncertain. FIN 48 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of income tax uncertainties with respect to positions taken or expected to be taken in income tax returns. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company adopted this Statement on January 1, 2007.  The implementation of Interpretation 48 did not require the Company to recognize any increase in the liability for unrecognized tax benefits. 

7


The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and California state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal and state examinations by tax authorities for years before 2003. 
  
The Company will recognize interest and penalties accrued related to unrecognized tax benefits in income tax expense.

In September 2006, The Emerging Issues Task Force issued EITF 06-5, “Accounting for Purchases of Life Insurance- Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4.” This consensus concludes that a policyholder should consider any additional amounts included in the contractual terms of the insurance policy other than the cash surrender value in determining the amount that could be realized under the insurance contract. A consensus also was reached that a policyholder should determine the amount that could be realized under the life insurance contract assuming the surrender of an individual-life by individual-life policy (or certificate by certificate in a group policy). The consensuses are effective for fiscal years beginning after December 15, 2006.  The adoption of EITF 06-5 did not have a material impact on the Company’s financial condition, results of operations or cash flows.
 
Reclassifications
 
Certain reclassifications have been made to prior period balances in order to conform to the current year presentation.
 

8

 
2.           ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is maintained at levels considered adequate by management to provide for loan losses that can be reasonably anticipated.  The allowance is based on management's assessment of various factors affecting the loan portfolio, including problem loans, economic conditions and loan loss experience, and an overall evaluation of the quality of the underlying collateral.

Changes in the allowance for loan losses during the nine-month periods ended September 30, 2007 and 2006 and for the year ended December 31, 2006 were as follows:
   
(in thousands)
 
             
   
Nine months ended
September 30,
   
Year ended December 31,
 
   
2007
   
2006
   
2006
 
Balance, beginning of period
  $
8,361
    $
7,917
    $
7,917
 
Provision for loan losses
   
1,250
     
585
     
735
 
Loan charge-offs
    (970 )     (717 )     (1,060 )
Loan recoveries
   
512
     
615
     
769
 
Balance, end of period
  $
9,153
    $
8,400
    $
8,361
 

9



3.
MORTGAGE OPERATIONS

Transfers and servicing of financial assets and extinguishments of liabilities are accounted for and reported based on consistent application of a financial-components approach that focuses on control.  Transfers of financial assets that are sales are distinguished from transfers that are secured borrowings.  Retained interests (mortgage servicing rights) in loans sold are measured by allocating the previous carrying amount of the transferred assets between the loans sold and retained 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 substantially all of its conforming long-term residential mortgage loans originated during the nine months ended September 30, 2007 for cash proceeds equal to the fair value of the loans.

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

At September 30, 2007, the Company had $1,618,000 of mortgage loans held-for-sale.  At September 30, 2007 and December 31, 2006, the Company serviced real estate mortgage loans for others of $115,166,000 and $112,742,000, respectively.

In September 2007, the Bank transferred $2,892,000 in loans that it was originally intending to sell from its loans held-for-sale portfolio to its loans held-for-investment portfolio after it could find no buyers for these loans in the secondary markets.


The following table summarizes the Company’s mortgage servicing rights assets as of September 30, 2007 and December 31, 2006.
   
(in thousands)
 
   
December 31, 2006
   
Additions
   
Reductions
   
September 30, 2007
 
                         
Mortgage servicing rights
  $
945
    $
129
    $
112
    $
962
 

There was no valuation allowance recorded for mortgage servicing rights as of September 30, 2007 and December 31, 2006.

10

 
4.
OUTSTANDING SHARES AND EARNINGS PER SHARE

On January 25, 2007, the Board of Directors of the Company declared a 6% stock dividend paid March 30, 2007 to stockholders of record as of February 28, 2007.

Earnings per share amounts have been adjusted retroactively to reflect the effects of the stock dividend.

Earnings Per Share (EPS)

Basic EPS includes no dilution and is computed by dividing net income by the weighted average number of common shares outstanding for the period.  Diluted EPS includes 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 an entity.

 
The following table presents a reconciliation of basic and diluted EPS for the three-month and nine-month periods ended September 30, 2007 and 2006.

   
(in thousands, except share and earnings per share amounts)
 
   
Three months ended September 30,
   
Nine months ended September 30,
 
   
2007
   
2006
   
2007
   
2006
 
Basic earnings per share:
                       
Net income
  $
2,019
    $
2,048
    $
6,094
    $
6,744
 
                                 
Weighted average common shares outstanding
   
8,306,870
     
8,454,806
     
8,374,380
     
8,475,454
 
Basic EPS
  $
0.24
    $
0.24
    $
0.73
    $
0.80
 
                                 
Diluted earnings per share:
                               
Net income
  $
2,019
    $
2,048
    $
6,094
    $
6,744
 
                                 
Weighted average common shares outstanding
   
8,306,870
     
8,454,806
     
8,374,380
     
8,475,454
 
                                 
Effect of dilutive options
   
207,206
     
278,327
     
245,452
     
305,732
 
                                 
Adjusted weighted average common shares outstanding
   
8,514,076
     
8,733,133
     
8,619,832
     
8,781,186
 
Diluted EPS
  $
0.24
    $
0.23
    $
0.71
    $
0.77
 

 
11

 
5.
STOCK PLANS

The following table presents the activity related to stock options and restricted stock for the three months ended September 30, 2007.

   
Number of Shares
   
Weighted Average Exercise Price
   
Aggregate Intrinsic Value
   
Weighted Average Remaining Contractual Term
 
Options outstanding at Beginning of  Period
   
555,063
    $
11.14
             
                             
   Granted
   
     
             
                             
   Cancelled / Forfeited
   
     
             
                             
   Exercised
    (3,339 )   $
4.03
    $
47,153
       
                               
Options outstanding at End of Period
   
551,724
    $
11.18
    $
4,499,070
     
5.61
 
                                 
Exercisable (vested) at End of Period
   
391,488
    $
8.81
    $
3,897,935
     
4.61
 
 

The following table presents the activity related to stock options and restricted stock for the nine months ended September 30, 2007.

   
Number of Shares
   
Weighted Average Exercise Price
   
Aggregate Intrinsic Value
   
Weighted Average Remaining Contractual Term
 
Options outstanding at Beginning of  Period
   
549,000
    $
10.32
             
                             
   Granted
   
49,924
     
16.75
             
                             
   Cancelled / Forfeited
   
     
             
                             
   Exercised
    (47,200 )   $
7.05
    $
565,558
       
                               
Options outstanding at End of Period
   
551,724
    $
11.18
    $
4,499,070
     
5.61
 
                                 
Exercisable (vested) at End of Period
   
391,488
    $
8.81
    $
3,897,935
     
4.61
 


The weighted average fair value of options and restricted stock granted during the nine-month period ended September 30, 2007 was $9.58 per share.

12



As of September 30, 2007, there was $637,209 of total unrecognized compensation related to non-vested stock options and restricted stock.  This cost is expected to be recognized over a weighted average period of approximately 1.8 years.

There was $326,590 of recognized compensation related to non-vested stock options and restricted stock for the nine-month period ended September 30, 2007.

 
A summary of the weighted average assumptions used in valuing stock options during the three months and nine months ended September 30, 2007 is presented below:
 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30, 2007*
   
September 30, 2007
 
 Risk Free Interest Rate
   
      4.67 %
                 
 Expected Dividend Yield
   
      0.0 %
                 
 Expected Life in Years
   
     
4.18
 
                 
 Expected Price Volatility
   
      26.03 %

* There were no stock options or restricted stock granted during the three-month period ended September 30, 2007.
 
 
13



The Company has a 2000 Employee Stock Purchase Plan (“ESPP”).  Under the plan, the Company is authorized to issue to eligible employees shares of common stock. There are 265,000 (adjusted for the 2007 stock dividend) shares authorized under the Plan. The Plan will terminate February 27, 2017.  The Plan 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, 2006 to November 23, 2007.  An eligible employee is one who has been continually employed for at least ninety (90) days prior to commencement of a participation period. Under the terms of the Plan, 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 market value on the last trading day before the Date of Participation or the fair market value on the last trading day during the participation period.

As of September 30, 2007, there was $28,461 of unrecognized compensation related to ESPP grants.  This cost is expected to be recognized over a weighted average period of approximately 0.25 years.

There was $99,167 of recognized compensation related to ESPP grants for the nine-month period ended September 30, 2007.

The weighted average fair value at grant date is $6.08.

A summary of the weighted average assumptions used in valuing ESPP grants during the three months and nine months ended September 30, 2007 is presented below:
 

   
Three Months Ended
   
Nine Months Ended
 
   
September 30, 2007
   
September 30, 2007
 
 Risk Free Interest Rate
    5.00 %     5.00 %
                 
 Expected Dividend Yield
    0.00 %     0.00 %
                 
 Expected Life in Years
   
1.00
     
1.00
 
                 
 Expected Price Volatility
    22.97 %     22.97 %
 

14



6.
FIRST NORTHERN BANK – EXECUTIVE SALARY CONTINUATION PLAN

First Northern Bank has an unfunded noncontributory defined benefit pension plan provided in two forms to a select group of highly compensated employees.

Four executives have Salary Continuation Plans providing retirement benefits between $50,000 and $100,000 depending on responsibilities and tenure at the Bank. The retirement benefits are paid for 10 years following retirement at age 65. Reduced retirement benefits are available after age 55 and 10 years of service.

The Supplemental Executive Retirement Plan is intended to provide a fixed annual benefit for 10 years plus 6 months for each full year of service over 10 years (limited to 180 months total) subsequent to retirement at age 65. Reduced benefits are payable as early as age 55 if the participant has at least 10 years of service. Two employees currently have Supplemental Executive Retirement Plan agreements. The agreements provide a target benefit of 2% (2.5% for the CEO) times years of service times final average compensation. Final average compensation is defined as three-year average salary plus seven-year average bonus. The target benefit is reduced by benefits from social security and First Northern Bank's profit sharing plan.  The maximum target benefit is 50% of final average compensation.


   
Three months ended September 30,
 
   
2007
   
2006
 
Components of Net Periodic Benefit Cost
           
Service Cost
  $
30,383
    $
41,146
 
Interest  Cost
   
28,784
     
16,155
 
Amortization of prior service cost
   
21,821
     
3,257
 
Net periodic benefit cost
  $
80,988
    $
60,558
 

The Bank estimates that the annual net periodic benefit cost will be $323,745 for the year ended December 31, 2007. This compares to annual net periodic benefit costs of $260,592 for the year ended December 31, 2006.

Estimated Contributions for Fiscal 2007

For unfunded plans, contributions to the Executive Salary Continuation Plan are the benefit payments made to participants. At December 31, 2006 the Bank expected to make benefit payments of $54,144 in connection with the Executive Salary Continuation Plan during fiscal 2007.


15

 
7.  
FIRST NORTHERN BANK – DIRECTORS’ RETIREMENT PLAN

First Northern Bank has an unfunded noncontributory defined benefit pension plan ("Directors’ Retirement Plan") for directors of the bank. The plan provides a retirement benefit equal to $1,000 per year of service as a director up to a maximum benefit of $15,000. The retirement benefit is payable for 10 years following retirement at age 65. Reduced retirement benefits are available after age 55 and 10 years of service.

   
Three months ended September 30,
 
   
2007
   
2006
 
Components of Net Periodic Benefit Cost
           
Service Cost
  $
14,366
    $
13,518
 
Interest  Cost
   
6,736
     
5,943
 
Amortization of net loss
   
121
     
234
 
Net periodic benefit cost
  $
21,223
    $
19,695
 

The Bank estimates that the annual net periodic benefit cost will be $84,890 for the year ended December 31, 2007. This compares to annual net periodic benefit costs of $78,774 for the year ended December 31, 2006.

Estimated Contributions for Fiscal 2007

For unfunded plans, contributions to the Directors’ Retirement Plan are the benefit payments made to participants. At December 31, 2006 the Bank expected to make cash contributions of $15,000 to the Directors’ Retirement Plan during fiscal 2007.

 
16

 
ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and subject to the "safe harbor" created by those sections. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in the Report."  Forward-looking statements also include statements in which words such as "expect," "anticipate," "intend," "plan," "believe," estimate," "consider" or similar expressions are used, and include assumptions concerning the Company's operations, future results and prospects. These forward-looking statements are based upon current expectations and are subject to risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from those set forth in or implied by the forward-looking statements and related assumptions.  Some factors that may cause actual results to differ from the forward-looking statements include the following: (i) the effect of changing regional and national economic conditions, including the continuing fiscal challenges for the State of California; (ii) uncertainty regarding the economic outlook resulting from the continuing hostilities in Iraq and the war on terrorism, as well as actions taken or to be taken by the United States or other governments as a result of further acts or threats of terrorism; (iii) significant changes in interest rates and prepayment speeds; (iv) credit risks of commercial, agricultural, real estate, consumer and other lending activities; (v) adverse effects of current and future federal and state banking or other laws and regulations or governmental fiscal or monetary policies; (vi) competition in the banking industry; (vii) changes in demand for loan products and other bank products; (viii) changes in accounting standards; and (ix) other external developments which could materially impact the Company's operational and financial performance.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made.  For additional information concerning risks and uncertainties related to the Company and its operations, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and Item 1A. of Part II of this Report.

The following is a discussion and analysis of the significant changes in the Company’s Unaudited Condensed Consolidated Balance Sheets and of the significant changes in income and expenses reported in the Company’s Unaudited Condensed Consolidated Statements of Income and Stockholders’ Equity and Comprehensive Income as of and for the three-month and nine-month periods ended September 30, 2007 and 2006 and should be read in conjunction with the Company's consolidated 2006 financial statements and the notes thereto contained in the Company’s Annual Report to Stockholders and Form 10-K for the year ended December 31, 2006, along with other financial information included in this Report.
 

17

 
INTRODUCTION

This overview of Management’s Discussion and Analysis highlights selected information in this Report and may not contain all of the information that is important to you.  For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources and critical accounting estimates, you should carefully read this entire Report, 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, 2006.

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 environment and competition can challenge our ability to generate those revenues.

Significant results and developments during the third quarter and year-to-date 2007 include:

Year-to-date net income of $6.09 million, down 9.6% from the $6.74 million earned in the same fiscal period last year.
  
Diluted earnings per share for the nine months ended September 30, 2007 of $0.71, down 8.0% from the $0.77 reported in the same period last year (all 2006 per share earnings have been adjusted for a 6% stock dividend paid March 30, 2007).
 
Net interest income, a primary measure of bank profitability, decreased in the nine months ended September 30, 2007 by $1.3 million, or 4.5%, to $27.7 million from $29.0 million in the same nine months of 2006.  Although the Company was able to grow its interest earning assets and thereby increase its interest income by $1.3 million, or 3.6% in the nine-month period ended September 30, 2007, that increase was more than offset by an increase in interest expense of $2.6 million, or 38.7% in the nine months ended September 30, 2007.  The increase in interest expense was primarily attributable to increases in volume of interest-bearing deposits and increases in interest paid on deposits in response to intense local competition for deposits and increases in market rates.
  
Provision for loan losses of $1,250,000 for the nine-month period ended September 30, 2007 compared to a provision for loan losses from of $585,000 for the same period in 2006.
  
Provision for unfunded lending commitment losses of $110,000 for the nine-month period ended September 30, 2007 compared to a recovery of provision for unfunded lending commitment losses from a prior period of $61,000 for the same period in 2006.
 
Annualized Return on Average Assets for the nine-month period ended September 30, 2007 of 1.18%, compared to 1.36% for the same period in 2006.
 
Annualized Return on Beginning Equity for the nine-month period ended September 30, 2007 of 13.11%, compared to 15.83% for the same period in 2006.
  
Total assets at September 30, 2007 of $690.3 million, an increase of $34.5 million, or 5.3% from prior-year third quarter levels.
  
Total net loans at September 30, 2007 (including loans held-for-sale) increased $20.0 million, or 4.1%, to $510.4 million compared to September 30, 2006.
 
Total investment securities at September 30, 2007 increased $18.9 million, or 26.9%, to $89.4 million compared to September 30, 2006.
 
Total deposits of $607.8 million at September 30, 2007, an increase of $30.4 million or 5.3% compared to September 30, 2006.
 
Net income for the quarter of $2.02 million, down 1.4% from the $2.05 million earned in the third quarter of 2006.
 
Diluted earnings per share for the quarter of $0.24 compared to $0.23 per diluted share earned a year ago.

 
18

 
SUMMARY

The Company recorded net income of $2,019,000 for the three-month period ended September 30, 2007, representing a decrease of $29,000 or 1.4% from net income of $2,048,000 for the same period in 2006.

The Company recorded net income of $6,094,000 for the nine-month period ended September 30, 2007, representing a decrease of $650,000 or 9.6% from net income of $6,744,000 for the same period in 2006.

The following table presents a summary of the results for the three-month and nine-month periods ended September 30, 2007 and 2006.

       
(in thousands, except earnings per share and percentage amounts)
                             
 
.
     
Three months
   
Three months
   
Nine months
   
Nine months
         
ended
   
ended
   
ended
   
ended
 
         
September 30, 2007
   
September 30, 2006
   
September 30, 2007
   
September 30, 2006
 
                               
     
For the Period:
                       
                               
     
    Net Income
  $
2,019
    $
 
2,048
    $
6,094
    $
6,744
 
                                       
     
    Basic Earnings Per Share*
  $
0.24
    $
0.24
    $
0.73
    $
0.80
 
                                       
     
    Diluted Earnings Per share*
  $
0.24
    $
0.23
    $
0.71
    $
0.77
 
                                       
     
    Return on Average Assets
    1.16 %     1.25 %     1.18 %     1.36 %
                                       
     
    Net Income / Beginning Equity
    13.03 %     14.42 %     13.11 %     15.83 %
                                       
                                       
     
At Period End:
                               
                                       
     
      Total Assets
  $
690,333
    $
655,817
    $
690,333
    $
655,817
 
                                       
     
      Total Loans, Net (including loans held-for-sale)
  $
510,360
    $
490,404
    $
510,360
    $
490,404
 
                                       
     
     Total Investment Securities
  $
89,377
    $
70,461
    $
89,377
    $
70,461
 
                                       
     
     Total Deposits
  $
607,820
    $
577,419
    $
607,820
    $
577,419
 
                                       
     
      Loan-To-Deposit Ratio
    84.0 %     84.9 %     84.0 %     84.9% %
                                       
     
*Adjusted for stock dividends
                         


19

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

   
Three months ended
   
Three months ended
 
   
September 30, 2007
   
September 30, 2006
 
   
Average
         
Yield/
   
Average
         
Yield/
 
   
Balance
   
Interest
   
Rate
   
Balance
   
Interest
   
Rate
 
Assets
                                   
Interest-earning assets:
                                   
Loans (1)
  $
501,560
    $
10,681
      8.45 %   $
489,094
    $
11,070
      8.98 %
Federal funds sold
   
29,187
     
384
      5.22 %    
37,982
     
506
      5.29 %
Interest bearing due from banks
   
7,532
     
116
      6.11 %    
     
     
 
Investment securities, taxable
   
61,819
     
779
      5.00 %    
53,816
     
644
      4.75 %
Investment securities, non-taxable  (2)
   
31,061
     
335
      4.28 %    
14,098
     
162
      4.56 %
Other interest earning assets
   
2,159
     
26
      4.78 %    
2,054
     
26
      5.02 %
Total interest-earning assets
   
633,318
     
12,321
      7.72 %    
597,044
     
12,408
      8.25 %
Non-interest-earning assets:
                                               
Cash and due from banks
   
28,348
                     
29,401
                 
Premises and equipment, net
   
8,068
                     
8,147
                 
Other real estate owned
   
56
                     
                 
Accrued interest receivable and other assets
   
22,540
                     
21,217
                 
Total average assets
   
693,330
                     
655,809
                 
                                                 
Liabilities and Stockholders’ Equity:
                                               
Interest-bearing liabilities:
                                               
Interest-bearing transaction deposits
   
135,061
     
772
      2.27 %    
96,590
     
473
      1.94 %
Savings and MMDA’s
   
174,348
     
1,003
      2.28 %    
187,583
     
1,046
      2.21 %
Time, under $100,000
   
45,394
     
384
      3.36 %    
49,301
     
356
      2.86 %
Time, $100,000 and over
   
70,468
     
772
      4.35 %    
66,196
     
608
      3.64 %
FHLB advances and other borrowings
   
10,626
     
80
      2.99 %    
10,601
     
68
      2.54 %
Total interest-bearing liabilities
   
435,897
     
3,011
      2.74 %    
410,271
     
2,551
      2.47 %
Non-interest-bearing liabilities:
                                               
Non-interest-bearing demand deposits
   
186,703
                     
179,716
                 
Accrued interest payable and other liabilities
   
7,591
                     
6,226
                 
Total liabilities
   
630,191
                     
596,213
                 
Total stockholders’ equity
   
63,139
                     
59,596
                 
Total average liabilities and stockholders’ equity
  $
693,330
                    $
655,809
                 
Net interest income and net interest margin (3)
          $
9,310
      5.83 %           $
9,857
      6.55 %
 
 
                                               
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 $521 and $741 for the three months ended September 30, 2007 and 2006, 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.
 


20


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

   
Nine months ended
   
Nine months ended
 
   
September 30, 2007
   
September 30, 2006
 
   
Average
         
Yield/
   
Average
         
Yield/
 
   
Balance
   
Interest
   
Rate
   
Balance
   
Interest
   
Rate
 
Assets
                                   
Interest-earning assets:
                                   
Loans (1)
  $
485,664
    $
31,435
      8.65 %   $
477,398
    $
31,189
      8.73 %
Federal funds sold
   
57,295
     
2,236
      5.22 %    
60,197
     
2,117
      4.70 %
Interest bearing due from banks
   
2,538
     
116
      6.11 %    
     
         
Investment securities, taxable
   
56,928
     
2,113
      4.96 %    
50,335
     
1,814
      4.82 %
Investment securities, non-taxable  (2)
   
28,320
     
915
      4.32 %    
12,402
     
436
      4.70 %
Other interest earning assets
   
2,133
     
86
      5.39 %    
2,088
     
79
      5.06 %
Total interest-earning assets
   
632,878
     
36,901
      7.80 %    
602,420
     
35,635
      7.91 %
Non-interest-earning assets:
                                               
Cash and due from banks
   
26,639
                     
30,189
                 
Premises and equipment, net
   
8,174
                     
8,193
                 
Other real estate owned
   
891
                     
76
                 
Accrued interest receivable and other assets
   
22,575
                     
20,378
                 
Total average assets
   
691,157
                     
661,256
                 
                                                 
Liabilities and Stockholders’ Equity:
                                               
Interest-bearing liabilities:
                                               
Interest-bearing transaction deposits
   
129,708
     
2,286
      2.36 %    
90,003
     
951
      1.41 %
Savings and MMDA’s
   
180,286
     
3,225
      2.39 %    
190,990
     
2,704
      1.89 %
Time, under $100,000
   
46,270
     
1,148
      3.32 %    
50,434
     
998
      2.65 %
Time, $100,000 and over
   
70,936
     
2,261
      4.26 %    
67,756
     
1,673
      3.30 %
FHLB advances and other borrowings
   
10,518
     
247
      3.14 %    
11,581
     
284
      3.28 %
Total interest-bearing liabilities
   
437,718
     
9,167
      2.80 %    
410,764
     
6,610
      2.15 %
Non-interest-bearing liabilities:
                                               
Non-interest-bearing demand deposits
   
183,662
                     
186,540
                 
Accrued interest payable and other liabilities
   
7,106
                     
5,730
                 
Total liabilities
   
628,486
                     
603,034
                 
Total stockholders’ equity
   
62,671
                     
58,222
                 
Total average liabilities and stockholders’ equity
  $
691,157
                    $
661,256
                 
Net interest income and net interest margin (3)
          $
27,734
      5.86 %           $
29,025
      6.44 %
 
 
                                               
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 $1,767 and $2,171 for the nine months ended September 30, 2007 and 2006 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.
 


21

 
CHANGES IN FINANCIAL CONDITION

The assets of the Company set forth in the Unaudited Condensed Consolidated Balance Sheets showed a $16,476,000 increase in cash and due from banks, a $57,655,000 decrease in Federal funds sold, a $15,197,000 increase in investment securities available-for-sale, a $79,000 increase in other interest earning assets, a $33,193,000 increase in net loans held for investment, a $2,842,000 decrease in loans held-for-sale, a $131,000 decrease in premises and equipment, a $123,000 decrease in other real estate owned and a $914,000 increase in accrued interest receivable and other assets from December 31, 2006 to September 30, 2007.   The increase in cash and due from banks was substantially the result of an increase in items in process of collection combined with an increase in interest bearing due from accounts.  The decrease in Federal funds sold was largely due to increases in cash and due from banks, loans held for investment and investment securities available-for-sale, which was partially offset by an increase in deposits.  The increase in investment securities available-for-sale was largely due to purchases of agency investment securities, tax exempt municipal investment securities and mortgage-backed investment securities.  The increase in net loans held for investment was due to increases in the following loan categories: commercial; agricultural; equipment; and real estate commercial and construction, which were partially offset by decreases in the following loan categories:  equipment leases; and real estate small business administration.  These fluctuations were due to changes in the demand for loan products by the Company’s borrowers.  The decrease in loans held-for-sale was in real estate loans and was due, for the most part, to a decrease in the origination of loans. The Company originated approximately $30,415,000 in residential mortgage loans during the first nine months of 2007, which was offset by approximately $33,447,000 in loan sales during this period. The increase in other interest earning assets was due to an increase in Federal Home Loan Bank stock.  The decrease in premises and equipment was due to increased depreciation which was partially offset by an increase in computer hardware purchases. The decrease in other real estate owned was due to the sale of an OREO property which was partially offset by the transfer of a real estate loan to OREO from loans held for investment.  The increase in accrued interest receivable and other assets was mainly due to an increase in loan interest receivables, cash surrender value of bank owned life insurance and income taxes receivable, which was partially offset by decreases in prepaid expenses and securities interest receivables.

The liabilities of the Company set forth in the Unaudited Condensed Consolidated Balance Sheets showed an increase in total deposits of $4,138,000 at September 30, 2007 compared to December 31, 2006.  The increase in deposits was due to higher interest-bearing transaction deposits, and $100,000 and over time deposits, which was partially offset by lower demand deposits, savings and money market deposits  and under $100,000 time deposit totals. These fluctuations were due to interest rate and cyclical changes in deposit requirements of the Company’s depositors.  Federal Home Loan Bank advances (“FHLB advances”) and other borrowings decreased $303,000 for the nine months ended September 30, 2007 compared to the year ended December 31, 2006, with a decrease in treasury tax and loan note payable combined with payments to the FHLB.  Other liabilities decreased $799,000 from December 31, 2006 to September 30, 2007.  The decrease in other liabilities was due to decreases in incentive compensation expenses, accrued profit sharing expenses, accrued interest expense and accrued taxes payable, which were partially offset by increases in, accrued retirement expense, deferred compensation expense, accrued vacation and salary expense and provision for unfunded lending commitment losses.
 
 
22

 
CHANGES IN RESULTS OF OPERATIONS

Interest Income

The Federal Open Market Committee decreased the Federal Funds rate by 50 basis points during the twelve-month period ended September 30, 2007.

Interest income on loans for the nine-month period ended September 30, 2007 was up 0.8% from the same period in 2006, increasing from $31,189,000 to $31,435,000 and was down 3.5% for the three-month period ended September 30, 2007 over the same period in 2006, from $11,070,000 to $10,681,000.  The increase in interest income on loans for the nine-month period ended as compared to the same period a year ago was primarily due to an increase in average loans combined with an 8 basis point decrease in loan yields. The decrease for the three-month period ended September 30, 2007 as compared to the same period a year ago was primarily due to a 53 basis point decrease in loan yields, which was partially offset by an increase in average loans.

Interest income on investment securities available-for-sale for the nine-month period ended September 30, 2007 was up 34.6% from the same period in 2006, increasing from $2,250,000 to $3,028,000 and was up 26.3% for the three-month period ended September 30, 2007 over the same period in 2006, from $806,000 to $1,114,000.  The increase in interest income on investment securities for the nine-month period ended as compared to the same period a year ago was primarily due to an increase in average investment securities combined with a 5 basis point increase in investment securities yields. This increase for the three-month period ended September 30, 2007 as compared to the same period a year ago was primarily due to an increase in average investment securities combined with a 5 basis point increase in investment securities yields.

Interest income on Federal Funds sold for the nine-month period ended September 30, 2007 was up 5.6% from the same period in 2006, increasing from $2,117,000 to $2,236,000 and was down 24.1% for the three-month period ended September 30, 2007 over the same period in 2006, from $506,000 to $384,000.  The increase in interest income on Federal Funds for the nine-month period ended as compared to the same period a year ago was primarily due to a 52 basis point increase in Federal Funds yields, which was partially offset by a decrease in average Federal Funds sold. The decrease for the three-month period ended September 30, 2007 as compared to the same period a year ago was primarily due to a decrease in average Federal Funds sold combined with a 7 basis point decrease in Federal Funds yields.

Interest income on other interest-earning assets for the nine-month period ended September 30, 2007 was up 8.9% from the same period in 2006, increasing from $79,000 to $86,000 and there was no change for the three-month period ended September 30, 2007 over the same period in 2006.  The increase in interest income on other interest-earning assets for the nine-month period ended as compared to the same period a year ago was primarily due to an increase in average other interest earning assets combined with a 33 basis point increase in other earning asset yields.

Interest income on interest bearing due from banks for the nine-month period ended September 30, 2007 was $116,000 and was $116,000 for the three-month period ended September 30, 2007. There was no interest bearing due from accounts for the three-month and nine-month periods ending September 30, 2006.


23


Interest Expense

There has been intense local competition for deposits and an increase in general market interest rates, which have increased the Company’s cost of funds in the first nine months
 of 2007 compared to the same period a year ago.
  
Interest expense on deposits and other borrowings for the nine-month period ended September 30, 2007 was up 38.7% from the same period in 2006, increasing from $6,610,000 to $9,167,000, and was up 18.0% for the three-month period ended September 30, 2007 over the same period in 2006 from $2,551,000 to $3,011,000. The increase in interest expense during the nine-month period ended September 30, 2007 was primarily due to a 65 basis point increase in the Company’s average cost of funds combined with an increase in average interest bearing liabilities. The increase in interest expense during the three-month period ended September 30, 2007 was primarily due to a 27 basis point increase in the Company’s average cost of funds combined with an increase in average interest bearing liabilities.

Provision for Loan Losses

There was a provision for loan losses of $1,250,000 for the nine months period ended September 30, 2007 compared to a provision of $585,000 for the same period in 2006.  The increase in the provision during the nine-month period of 2007 was due to increased loans and the Company’s evaluation of the quality of the loan portfolio.  The allowance for loan losses was approximately $9,153,000 or 1.77% of total loans at September 30, 2007 compared to $8,361,000 or 1.73% of total loans at December 31, 2006.  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.

There was a provision for loan losses of $990,000 for the three-month period ended September 30, 2007 compared to a $810,000 provision for the same period in 2006.  The increase in the provision during the three-month period of 2007 was due to increased loans and the Company’s evaluation of the quality of the loan portfolio.

Provision for Unfunded Lending Commitment Losses

There was a provision for unfunded lending commitment losses of $110,000 for the nine-month period ended September 30, 2007 compared to a recovery of provision of $61,000 for the same period in 2006.  The provision for unfunded lending commitment losses was due to an increase in unfunded lending commitments.

There was a provision for unfunded lending commitment losses of $100,000 for the three-month period ended September 30, 2007 compared to a recovery of provision of $61,000 for the same period in 2006.

The provision for unfunded lending commitment losses is included in non-interest expense.


24

 
Other Operating Income

Other operating income was up 24.6% for the nine-month period ended September 30, 2007 from the same period in 2006 increasing from $4,018,000 to $5,006,000.

This increase was primarily due to an increase in service charges on deposit accounts, gain on other real estate owned, gains on available for sale securities, fiduciary services income, loan servicing income, ATM fees, signature based transaction fees and other miscellaneous income, which was partially offset by a decrease in mortgage brokerage income and investment brokerage services income. The increase in service charges on deposit accounts was due to an increase in overdraft fees.  The increase in gain on other real estate owned was due to the sale of a real estate property. The increase in fiduciary services income was due to an increase in the demand for those services.  The increase in loan servicing income was due to an increase in the booked income for the Company’s mortgage servicing asset.  The increase in ATM fees and signature based transaction fees was due to an increase in ATM and signature based transactions.  The increase in gains on available for sale securities was due the sale of securities during the third quarter of 2007.  The increase in other miscellaneous income was due to an increase in deferred compensation insurance earnings.  The decrease in mortgage brokerage fees was the result of a decrease in mortgage brokerage activity. The decrease in investment brokerage services income was due to a decrease in the demand for those services.

Other operating income was up 24.4% for the three-month period ended September 30, 2007 from the same period in 2006 increasing from $1,446,000 to $1,800,000.

This increase was primarily due to an increase in gain on other real estate owned, service charges on deposit accounts, gains on available for sale securities, fiduciary services income, loan servicing income, ATM fees, and signature based transaction fees, which was partially offset by a decrease in gains on sales of loans, mortgage brokerage income and investment brokerage services income.  The increase in gain on other real estate owned was due to the sale of a real estate property. The increase in service charges on deposit accounts was due to an increase in overdraft fees and wire transfer fees.  The increase in gains on available for sale securities was due the sale of securities during the third quarter of 2007.  The increase in fiduciary services income was due to an increase in the demand for those services.  The increase in loan servicing income was due to an increase in the booked income for the Company’s mortgage servicing asset.  The increase in ATM fees and signature based transaction fees was due to an increase in ATM and signature based transactions.  The decrease in gain on sales of loans was due to a decrease in the origination and sale of loans combined with lower pricing compared to the same period in 2006.  The decrease in mortgage brokerage fees was the result of a decrease in mortgage brokerage activity. The decrease in investment brokerage services income was due to a decrease in the demand for those services.


25


Other Operating Expenses

Total other operating expenses was up 2.5% for the nine-month period ended September 30, 2007 from the same period in 2006, increasing from $21,718,000 to $22,263,000.

The principal reasons for the increase in other operating expenses in the nine-month period ended September 30, 2007 were due to increases in the following:  data processing; stationery and supplies; advertising costs; directors’ fees; other real estate owned and other miscellaneous operating expenses; which was partially offset by a decrease in salaries and benefits.  The increase in data processing costs was due to increased expenses associated with maintaining and monitoring the Company’s data communications network and internet banking system.  The increase in stationery and supplies was due to an increase in supply usage.  The increase in advertising costs was due to an increase in printed materials.  The increase in directors’ fees was due to an increase in the number of committee meetings.  The increase in other real estate owned expense was due to the transfer of a real estate loan to OREO from loans held for investment. The decrease in salaries and benefits was due to decreases in the following:  payroll taxes; profit sharing expenses; provision for incentive compensation due to decreased profits; worker’s compensation expense; commissions paid; and welfare and recreation; which were partially offset by increases in merit salaries; deferred compensation interest expense; retirement compensation expense; group insurance and stock compensation expense.

Total other operating expenses was down 0.8% for the three-month period ended September 30, 2007 from the same period in 2006, decreasing from $7,250,000 to $7,190,000.

The principal reasons for the decrease in other operating expenses in the three-month period ended September 30, 2007 were due to decreases in the following:  occupancy and equipment expense; stationery and supplies; and other miscellaneous operating expenses; which was partially offset by an increase in salaries and benefits, data processing, advertising costs, directors’ fees and other real estate owned expense.  The decrease in occupancy and equipment expense was due to decreased rent expense, depreciation expense, service contracts, utilities expense; property taxes; hazard and liability insurance and maintenance expense.  The decrease in stationery and supplies was due to a decrease in supply usage.  The increase in salaries and benefits was due to increases in the following:  merit salaries; profit sharing expenses; payroll taxes; deferred compensation interest expense; retirement compensation expense; group insurance; and stock compensation expense; which was partially offset by decreases in provision for incentive compensation due to decreased profits; commissions paid and worker’s compensation expense.  The increase in data processing costs was due to increased expenses associated with maintaining and monitoring the Company’s data communications network and internet banking system.  The increase in advertising costs was due to an increase in printed materials.  The increase in directors’ fees was due to an increase in the number of committee meetings.  The increase in other real estate owned expense was due to the transfer of a real estate loan to OREO from loans held for investment

 
26

 
The following table sets forth other miscellaneous operating expenses by category for the three-month and nine-month periods ended September 30, 2007 and 2006.

   
(in thousands)
 
       
   
Three months
   
Three months
   
Nine months
   
Nine months
 
   
ended
   
ended
   
ended
   
ended
 
   
September 30, 2007
   
September 30, 2006
   
September 30, 2007
   
September 30, 2006
 
Other miscellaneous operating expenses
                       
Provision (recovery of provision) for unfunded lending commitments
  $
100
    $ (61 )   $
110
    $ (61 )
Contributions
   
15
     
35
     
110
     
95
 
Legal fees
   
58
     
71
     
237
     
214
 
Accounting and audit fees
   
57
     
113
     
309
     
364
 
Consulting fees
   
73
     
188
     
286
     
418
 
Postage expense
   
87
     
88
     
264
     
276
 
Telephone expense
   
63
     
56
     
186
     
156
 
Public relations
   
90
     
69
     
291
     
217
 
Training expense
   
43
     
64
     
182
     
209
 
Loan origination expense
   
87
     
153
     
486
     
445
 
Computer software depreciation
   
60
     
60
     
171
     
189
 
Other miscellaneous expense
   
437
     
377
     
1,277
     
1,060
 
                                 
Total other miscellaneous operating expenses
  $
1,170
    $
1,213
    $
3,909
    $
3,582
 
                                 

Income Taxes

The Company’s tax rate, the Company’s income before taxes and the amount of tax relief provided by nontaxable earnings primarily affect the Company’s provision for income taxes.

In the nine months ended September 30, 2007, the Company’s provision for income taxes decreased $863,000 from the same period last year, from $3,996,000 to $3,133,000.  The Company’s effective tax rate for the nine months ended September 30, 2007 was 34.0%, compared to 37.2% for the same period in 2006.

In the three months ended September 30, 2007, the Company’s provision for income taxes decreased $284,000 from the same period last year, from $1,195,000 to $911,000.  The Company’s effective tax rate for the three months ended September 30, 2007 was 31.1% compared to 36.9% for the same period in 2006.

The provision for income taxes for all periods presented is primarily attributable to the respective level of earnings and the incidence of allowable deductions, in particular non-taxable municipal bond income, tax credits generated from low-income housing investments, excludable interest income and for California franchise taxes, higher excludable interest income on loans within designated enterprise zones.

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, 2007
   
December
31, 2006
 
             
Undisbursed loan commitments
  $
216,063
    $
198,200
 
Standby letters of credit
   
13,621
     
12,222
 
    $
229,684
    $
210,422
 
 
The reserve for unfunded lending commitments amounted to $1,060,000 at September 30, 2007, up from $950,000 at December 31, 2006.  The increase was primarily related to increased undisbursed loan commitments.  The reserve for unfunded lending commitments is included in other liabilities.

 
27

 
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 current collateral values and to maintain an adequate allowance for loan losses at all times.

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

Non-accrual loans amounted to $9,479,000 at September 30, 2007 and were comprised of three commercial loans totaling $1,616,000, three agricultural loans totaling $761,000 and eleven real estate loans totaling $7,102,000.  At December 31, 2006, non-accrual loans amounted to $3,399,000 and were comprised of five commercial loans totaling $1,469,000, two agricultural loans totaling $620,000 and two real estate loans totaling 1,310,000. At September 30, 2006, non-accrual loans amounted to $2,798,000 and were comprised of six commercial loans totaling $1,706,000, two agricultural loans totaling $624,000 and two real estate loans totaling $468,000.  The increase in non-accrual loans at September 30, 2007 from the balance at December 31, 2006 was due to the addition of one commercial loan, one agricultural loan and ten real estate loans to non-accrual, which was partially offset by payments received on five commercial loans, two agricultural loans and one real estate loans combined with a transfer of a real estate loan to OREO.

Total impaired loans at September 30, 2007 totaled $9,479,000, the majority of which were adequately collateralized or guaranteed by a governmental entity; specific reserves amounting to $268,000 were allocated to these loans. 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.
 
The Company had loans 90 days past due and still accruing totaling $1,613,000 at September 30, 2007.  Such loans amounted to $37,000 at December 31, 2006.  The Company had no loans 90 days past due and still accruing at September 30, 2006.

Other real estate owned (“OREO”) is made up of property that the Company has acquired by deed in lieu of foreclosure or through normal 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 lesser of the estimated fair market value of the property, or the book value of the loan, less estimated cost to sell. A write-down may be deemed necessary to bring the book value of the loan equal to the appraised value. Appraisals or loan officer evaluations are then done periodically thereafter charging any additional write-downs to the appropriate expense account.
 
OREO amounted to $252,000 at September 30, 2007 and $375,000 at December 31, 2006.  The Company had no OREO properties at September 30, 2006.


28

 
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 losses that can be reasonably anticipated.  The allowance is increased by provisions charged to operating expense and reduced by net charge-offs.  The Company makes credit reviews of the loan portfolio and 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 loan loss experience of the Company for the nine-month periods ended September 30, 2007 and 2006, and for the year ended December 31, 2006.

Analysis of the Allowance for Loan Losses
 
(Amounts in thousands, except percentage amounts)
 
             
   
Nine months ended
September 30,
   
Year ended
December 31,
 
   
2007
   
2006
   
2006
 
                   
Balance at beginning of period
  $
8,361
    $
7,917
    $
7,917
 
Provision for loan losses
   
1,250
     
585
     
735
 
Loans charged-off:
                       
Commercial
    (201 )     (400 )     (572 )
Agriculture
   
     
      (57 )
Real estate mortgage
    (216 )    
     
 
Real estate construction
    (17 )    
     
 
Installment loans to individuals
    (536 )     (317 )     (431 )
                         
Total charged-off
    (970 )     (717 )     (1,060 )
                         
Recoveries:
                       
Commercial
   
116
     
480
     
561
 
Agriculture
   
150
     
     
 
Installment loans to individuals
   
246
     
135
     
208
 
                         
Total recoveries
   
512
     
615
     
769
 
                         
Net charge-offs
    (458 )     (102 )     (291 )
                         
Balance at end of period
  $
9,153
    $
8,400
    $
8,361
 
                         
Ratio of net charge-offs
                       
To average loans outstanding during the period
    (0.09 %)     (0.02 %)     (0.06 %)
Allowance for loan losses
                       
To total loans at the end of the period
    1.77 %     1.70 %     1.73 %
To non-performing loans at the end of the period
    82.52 %     300.21 %     243.34 %

Non-performing loans totaled $11,092,000, $2,798,000 and $3,436,000 at September 30, 2007 and 2006 and December 31, 2006, respectively.


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Deposits

Deposits are one of the Company’s primary sources of funds.  At September 30, 2007, the Company had the following deposit mix: 27.9% in savings and MMDA deposits, 18.9% in time deposits, 21.5% in interest-bearing transaction deposits and 31.7% in non-interest-bearing transaction deposits.  Non-interest-bearing transaction deposits enhance the Company’s net interest income by lowering its cost of funds.

The Company obtains deposits primarily from the communities it serves.  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 $100,000 from customers.  These deposits are priced to remain competitive.

Maturities of time certificates of deposits of $100,000 or more outstanding at September 30, 2007 and December 31, 2006 are summarized as follows:
   
(in thousands)
       
   
September 30, 2007
   
December 31,
2006
 
Three months or less
  $
24,029
    $
28,729
 
Over three to twelve months
   
41,142
     
32,355
 
Over twelve months
   
4,959
     
5,215
 
Total
  $
70,130
    $
66,299
 

Liquidity and Capital Resources

In order to serve our market area, the Company must maintain adequate liquidity and adequate capital. Liquidity is measured by various ratios with the most common being the ratio of net loans to deposits (including loans held-for-sale). This ratio was 84.0% on September 30, 2007. In addition, on September 30, 2007, the Company had the following short-term investments: $4,815,000 in Federal funds sold; $13,500,000 in CDARS; $11,896,000 in securities due within one year; and $25,505,000 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 totaling $25,000,000; additionally the Company has a line of credit with the Federal Home Loan Bank, on which the current borrowing capacity is $86,028,000.

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

As of September 30, 2007, the Bank’s capital ratios exceeded applicable regulatory requirements.  The following tables present the capital ratios for the Bank, compared to the standards for well-capitalized depository institutions, as of September 30, 2007.

   
(amounts in thousands except percentage amounts)
 
   
Actual
   
Well Capitalized
       
               
Ratio
   
Minimum
 
   
Capital
   
Ratio
   
Requirement
   
Capital
 
Leverage
  $
63,369
      9.12 %     5.0 %     4.0 %
Tier 1 Risk-Based
  $
63,369
      10.61 %     6.0 %     4.0 %
Total Risk-Based
  $
70,643
      11.82 %     10.0 %     8.0 %


Return on Equity and Assets
 
                   
   
Nine months ended
September 30, 2007
   
Nine months ended
September 30, 2006
   
Year ended
December 31,
2006
 
Annualized return on average assets
    1.18 %     1.36 %     1.32 %
                         
Annualized return on beginning equity
    13.11 %     15.83 %     15.51 %

 
30

 
 
Prospective Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 establishes a fair value hierarchy about the assumptions used to measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset. The standard is effective for fiscal years beginning after November 15, 2007.  The Company has not completed its evaluation of the impact of the adoption of this Standard on the Company’s financial position and results of operations.
 
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” Under this Standard, the Company may elect to report financial instruments and certain other items at fair value on a contract-by-contract basis with changes in value reported in earnings.  This election is irrevocable. SFAS No. 159 provides an opportunity to mitigate volatility in reported earnings that is caused by measuring hedged assets and liabilities that were previously required to use a different accounting method than the related hedging contracts when the complex provisions of SFAS No. 133 hedge accounting are not met.  SFAS No. 159 is effective for years beginning after November 15, 2007. Early adoption within 120 days of the beginning of the Company’s 2007 fiscal year is permissible, provided the Company has not yet issued interim financial statements for 2007 and has adopted SFAS No. 157.  The Company has not completed its evaluation of the impact of the adoption of this Standard on the Company’s financial position and results of operations.
 
In September 2006, the Emerging Issues Task Force issued EITF 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements.”  This consensus concludes that for a split-dollar life insurance arrangements within the scope of this Issue, an employer should recognize a liability for future benefits in accordance with SFAS No. 106 (if, in substance, a postretirement benefit plan exits) or APB Opinion No. 12 (if the arrangement is, in substance, an individual deferred compensation contract) based on the substantive agreement with the employee.  The consensus is effective for fiscal years beginning after December 15, 2007.  The Company does not expect the adoption of EITF 06-4 to have a material impact on its financial position and results of operations.

 
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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, 2007, from those presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, which are incorporated by reference herein.

ITEM 4.
CONTROLS AND PROCEDURES

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, 2007. This conclusion is based on an evaluation conducted under the supervision and with the participation of management. Disclosure controls and procedures are those controls and procedures which ensure that information required to be disclosed in this filing is accumulated and communicated to management and is recorded, processed, summarized and reported in a timely manner and in accordance with Securities and Exchange Commission rules and regulations.

During the quarter ended September 30, 2007, 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.

 
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PART II - OTHER INFORMATION

ITEM 1A.
RISK FACTORS
 
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2006, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

 
ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Repurchases of Equity Securities

On June 22, 2007, the Company approved a new stock repurchase program effective June 22, 2007 to replace the Company’s previous stock repurchase plan that commenced May 1, 2006.  The new stock repurchase program, which will remain in effect until June 21, 2009, allows repurchases by the Company in an aggregate of up to 4% of the Company’s outstanding shares of common stock over each rolling twelve-month period.  The Company repurchased 120,444 shares of the Company’s outstanding common stock during the third quarter ended September 30, 2007.
 
The Company made the following purchases of its common stock during the quarter ended September 30, 2007:
 
   
(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
 
July 1 - July 31, 2007
   
39,237
    $
17.10
     
39,237
     
295,809
 
August 1 – August 31, 2007
   
64,204
    $
17.30
     
64,204
     
231,605
 
September 1 – September 30, 2007
   
17,003
    $
18.95
     
17,003
     
214,602
 
Total
   
120,444
    $
17.47
     
120,444
     
214,602
 

A 6% stock dividend was declared on January 25, 2007 with a record date of February 28, 2007 and is reflected in the number of shares purchased and average prices paid per share.

 
33


ITEM 6.

EXHIBITS
Exhibit
Number
Exhibit
   
31.1
Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
31.2
Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
32.1
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002

 
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 8, 2007
 
by
/s/  Louise A. Walker
       
     
Louise A. Walker, Sr. Executive Vice President / Chief Financial Officer
     
(Principal Financial Officer and Duly Authorized Officer)




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