FNRN 10-Q Quarterly Report Sept. 30, 2011

FIRST NORTHERN COMMUNITY BANCORP

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10-Q 1 form10_q.htm FNCBANCORP FORM 10-Q DATED NOVEMBER 10, 2011 form10_q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————————

FORM 10-Q

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

For the Quarterly Period Ended September 30, 2011



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 has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x

No r

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act). See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

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 10, 2011 was 9,116,316.

FIRST NORTHERN COMMUNITY BANCORP

INDEX

			Page
PART I	–	Financial Information
ITEM I	–	Financial Statements (unaudited)	3
Condensed Consolidated Balance Sheets (unaudited)			3
Condensed Consolidated Statements of Income (unaudited)			4
Condensed Consolidated Statement of Stockholders' Equity and Comprehensive Income (unaudited)			5
Condensed Consolidated Statements of Cash Flows (unaudited)			6
Notes to Condensed Consolidated Financial Statements			7
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 6.	–	Exhibits	53
SIGNATURES			53

PART I – FINANCIAL INFORMATION

FIRST NORTHERN COMMUNITY BANCORP

ITEM I – FINANCIAL STATEMENTS (UNAUDITED)

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	September 30,		December 31,
( in thousands, except shares and share amounts)	2011		2010
	(unaudited)
Assets

Cash and cash equivalents	$	149,464	$	139,707
Investment securities – available-for-sale		138,749		107,346
Loans, net of allowance for loan losses of $11,437 at September 30, 2011
and $11,039 at December 31, 2010		428,015		442,015
Loans held-for-sale		3,419		2,345
Stock in Federal Home Loan Bank and other equity securities, at cost		3,075		2,823
Premises and equipment, net		8,038		8,035
Other real estate owned		2,587		2,682
Interest receivable and other assets		33,306		32,264

Total Assets	$	766,653	$	737,217

Liabilities and Stockholders’ Equity

Liabilities:

Demand deposits	$	195,321	$	180,382
Interest-bearing transaction deposits		156,276		146,579
Savings and MMDA's		207,990		204,360
Time, under $100,000		38,188		40,083
Time, $100,000 and over		64,997		68,854
Total deposits		662,772		640,258

Federal Home Loan Bank advances and other borrowings		8,500		10,529
Interest payable and other liabilities		6,933		6,834

Total liabilities		678,205		657,621

Stockholders' Equity:
Preferred stock, par value $0.01 per share; $1,000 per share liquidation
preference, 18,500 shares authorized; no shares outstanding at
September 30, 2011 and 17,390 shares outstanding at
December 31, 2010		—		16,944
Preferred stock, no par value; $1,000 per share liquidation preference,
22,847 shares authorized; 22,847 issued and outstanding at
September 30, 2011 and no shares outstanding at December 31,
2010		22,847		—
Common stock, no par value; 16,000,000 shares authorized;
9,116,316 shares issued and outstanding at September 30, 2011 and
9,103,158 shares issued and outstanding at December 31, 2010		62,997		62,869
Additional paid in capital		977		977
Retained earnings (accumulated deficit)		1,002		(401	)
Accumulated other comprehensive income (loss), net		625		(793	)
Total stockholders’ equity		88,448		79,596

Total Liabilities and Stockholders’ Equity	$	766,653	$	737,217

See notes to unaudited condensed consolidated financial statements.

FIRST NORTHERN COMMUNITY BANCORP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	Three months			Three months			Nine months			Nine months
	ended			ended			ended			ended
(in thousands, except per share amounts)	September 30, 2011			September 30, 2010			September 30, 2011			September 30, 2010
Interest and dividend income:
Loans	$	6,480		$	6,892		$	19,083		$	20,454
Due from banks interest bearing accounts		72			102			248			284
Investment securities
Taxable		663			465			1,921			1,247
Non-taxable		106			127			325			568
Other earning assets		2			—			6			3
Total interest and dividend income		7,323			7,586			21,583			22,556
Interest expense:
Deposits		524			734			1,649			2,600
Other borrowings		72			92			253			307
Total interest expense		596			826			1,902			2,907
Net interest income		6,727			6,760			19,681			19,649
Provision for loan losses		1,190			990			3,670			3,303
Net interest income after provision for loan losses		5,537			5,770			16,011			16,346
Other operating income:
Service charges on deposit accounts		723			861			2,136			2,528
Gains on sales of other real estate owned		13			2			228			46
Gains on sales of loans held-for-sale		176			329			444			625
Investment and brokerage services income		365			237			905			728
Mortgage brokerage income		12			25			39			35
Loan servicing income (expense)		5			(12	)		393			367
Fiduciary activities income		99			75			285			217
ATM fees		125			74			349			208
Signature based transaction fees		248			209			692			583
Gains on sales of available-for-sale securities		177			—			633			353
Other income		511			185			903			627
Total other operating income		2,454			1,985			7,007			6,317
Other operating expenses:
Salaries and employee benefits		3,885			3,636			11,219			11,194
Occupancy and equipment		738			786			2,370			2,444
Data processing		443			461			1,227			1,317
Stationery and supplies		67			59			230			217
Advertising		137			128			422			404
Directors’ fees		52			51			176			157
Other real estate owned expense and impairment		148			328			662			772
Other expense		1,318			1,557			3,702			4,841
Total other operating expenses		6,788			7,006			20,008			21,346
Income before income tax expense (benefit)		1,203			749			3,010			1,317
Income tax expense (benefit)		255			(8	)		501			(400	)

Net income	$	948		$	757		$	2,509		$	1,717

Preferred stock dividends and accretion	$	(607	)	$	(248	)	$	(1,106	)	$	(743	)
Net income available to common stockholders	$	341		$	509		$	1,403		$	974

Basic income per share	$	0.04		$	0.06		$	0.15		$	0.11
Diluted income per share	$	0.04		$	0.06		$	0.15		$	0.11

See notes to unaudited condensed consolidated financial statements.

FIRST NORTHERN COMMUNITY BANCORP

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (UNAUDITED)

(in thousands, except share data)

																(Accumulated			Accumulated
														Additional		Deficit)/			Other
	Preferred Stock						Common Stock				Comprehensive			Paid-in		Retained			Comprehensive
	Shares			Amounts			Shares		Amounts		Income			Capital		Earnings			(Loss) Income			Total

Balance at December 31, 2010		17,390		$	16,944			9,103,158	$	62,869				$	977	$	(401	)	$	(793	)	$	79,596

Comprehensive income:

Net income											$	2,509					2,509						2,509

Other comprehensive income, net of tax:

Unrealized holding gains on securities arising during the current period, net of tax effect of $1,198												1,798
Reclassification adjustment due to gains realized on sales of securities, net of tax effect of $253												(380	)
Total other comprehensive income, net of tax effect of $945												1,418								1,418			1,418


Comprehensive income											$	3,927

Issuance of preferred stock		22,847			22,847																		22,847
Redemption of preferred stock		(17,390	)		(17,390	)																	(17,390	)
Dividend on preferred stock																	(660	)					(660	)
Discount accretion on preferred stock					446												(446	)					—
Stock-based compensation and related tax benefits										128													128
Common shares issued								13,158

Balance at September 30, 2011		22,847		$	22,847			9,116,316	$	62,997				$	977	$	1,002		$	625		$	88,448

See notes to unaudited condensed consolidated financial statements.

FIRST NORTHERN COMMUNITY BANCORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	(in thousands)
	Nine months ended September 30, 2011			Nine months ended September 3 0, 2010
Cash Flows From Operating Activities
Net Income	$	2,509		$	1,717
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization		554			598
Provision for loan losses		3,670			3,303
Stock plan accruals		128			201
Gains on sales of available-for-sale securities		(633	)		(353	)
Gains on sales of other real estate owned		(228	)		(46	)
Impairment on other real estate owned		431			618
Gains on sales of loans held-for-sale		(444	)		(625	)
Proceeds from sales of loans held-for-sale		23,412			39,724
Originations of loans held-for-sale		(24,042	)		(41,551	)
Changes in assets and liabilities:
(Increase) decrease in interest receivable and other assets		(1,987	)		1,761
Increase in interest payable and other liabilities		99			333
Net cash provided by operating activities		3,469			5,680

Cash Flows From Investing Activities
Net increase in investment securities		(28,407	)		(17,411	)
Net decrease in loans		7,133			18,345
Net increase in stock in Federal Home Loan Bank and other equity securities, at cost		(252	)		(316	)
Proceeds from the sale of other real estate owned		3,089			1,935
Purchases of premises and equipment, net		(557	)		(93	)
Net cash (used in) provided by investing activities		(18,994	)		2,460

Cash Flows From Financing Activities
Net increase (decrease) in deposits		22,514			(20,657	)
Net decrease in FHLB advances and other borrowings		(2,029	)		(1,878	)
Proceeds from issuance of preferred stock		22,847			—
Redemption of preferred stock		(17,390	)		—
Cash dividends paid on preferred stock		(660	)		(652	)
Net cash provided by (used in) financing activities		25,282			(23,187	)

Net increase (decrease) in Cash and Cash Equivalents		9,757			(15,047	)
Cash and Cash Equivalents , beginning of period		139,707			147,076
Cash and Cash Equivalents, end of period	$	149,464		$	132,029

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	1,937		$	3,022
Income Taxes	$	1,067		$	154

Supplemental disclosures of non-cash investing and financing activities:
Preferred stock dividend payable and accretion	$	446		$	202
Transfer of loans held-for-investment to other real estate owned	$	3,197		$	1,627
Unrealized holding gains on available for sale securities, net of taxes	$	1,418		$	561

See notes to unaudited condensed consolidated financial statements.

FIRST NORTHERN COMMUNITY BANCORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2011 and 2010 and December 31, 2010

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 on Form 10-K for the year ended December 31, 2010 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 January 2011, FASB issued Accounting Standards Update (ASU) 2011-01. This update temporarily delays the effective date of the disclosures about troubled debt restructurings required in FASB ASC Topic 310, “Receivables.” The disclosures about troubled debt restructurings for public entities are effective for the first interim or annual period beginning on or after June 15, 2011. Adoption of the new guidance did not have a significant impact on the Company’s consolidated financial statements.

In April 2011, FASB issued ASU 2011-02. This update provides additional guidance in determining whether a restructuring constitutes a troubled debt restructuring. In evaluating whether a restructuring is a troubled debt restructuring, a creditor must separately conclude that the restructuring constitutes a concession and the debtor is experiencing financial difficulties. The amendment clarifies the guidance on a creditor’s evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties. The amendments in this update are effective for the first interim or annual period beginning on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption. Adoption of the new guidance did not have a significant impact on the Company’s consolidated financial statements.

In May 2011, FASB issued ASU 2011-04. This update represents the converged guidance of the FASB and the International Accounting Standards Board (the Boards) on fair value measurement. The collective efforts of the Boards and their staffs have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” The amendments in this ASU are to be applied prospectively and are effective during interim and annual periods beginning after December 15, 2011. The Company does not expect the adoption of this update to have a significant impact on its consolidated financial statements.

In June 2011, FASB issued ASU 2011-05. This update allows an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments in this ASU are to be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company does not expect the adoption of this update to have a significant impact on its consolidated financial statements.

Reclassifications

Certain reclassifications have been made to prior period balances in order to conform to the current year presentation.

2. LOANS

The composition of the Company’s loan portfolio is as follows:

($ in thousands)	September 30, 2011			December 31, 2010

Commercial	$	81,455		$	82,815
Commercial Real Estate		178,153			186,405
Agriculture		55,762			53,040
Residential Mortgage		50,239			52,347
Residential Construction		8,126			10,246
Consumer		65,558			68,374

		439,293			453,227
Allowance for loan losses		(11,437	)		(11,039	)
Net deferred origination fees and costs		159			(173	)

Loans, net	$	428,015		$	442,015

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.

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.

Commercial real estate loans generally fall into two categories, owner-occupied and non-owner occupied. Loans secured by owner occupied real estate are primarily susceptible to changes in the market conditions of the related business. This may be driven by, among other things, industry changes, geographic business changes, changes in the individual financial capacity of the business owner, general economic conditions and changes in business cycles. These same risks apply to commercial loans whether secured by equipment, receivables or other personal property or unsecured. Losses on loans secured by owner occupied real estate, equipment, or other personal property generally are dictated by the value of underlying collateral at the time of default and liquidation of the collateral. When default is driven by issues related specifically to the business owner, collateral values tend to provide better repayment support and may result in little or no loss. Alternatively, when default is driven by more general economic conditions, underlying collateral generally has devalued more and results in larger losses due to default. Loans secured by non-owner occupied real estate are primarily susceptible to risks associated with swings in occupancy or vacancy and related shifts in lease rates, rental rates or room rates. Most often, these shifts are a result of changes in general economic or market conditions or overbuilding and resulting over-supply of space. Losses are dependent on the value of underlying collateral at the time of default. Values are generally driven by these same factors and influenced by interest rates and required rates of return as well as changes in occupancy costs. Collateral values may be determined by appraisals obtained through Bank approved, licensed appraisers, qualified independent third parties, sales invoices, or other appropriate means. Collateral valuations are obtained at origination of the credit and periodically thereafter (generally every 3 – 6 months depending on the collateral type), once repayment is questionable, and the loan has been deemed classified.

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. Collateral valuations are obtained at origination of the credit and periodically thereafter (generally every 3 – 6 months depending on the collateral type), once repayment is questionable, and the loan has been deemed classified.

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. 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. Collateral values may be determined by appraisals obtained through Bank approved, licensed appraisers, qualified independent third parties, purchase invoices, or other appropriate documentation. Collateral valuations are obtained at origination of the credit and periodically thereafter (generally every 3 – 6 months depending on the collateral type), once repayment is questionable, and the loan has been deemed classified.

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. Collateral valuations are obtained at origination of the credit and periodically thereafter (generally every 3 – 6 months depending on the collateral type), once repayment is questionable, and the loan has been deemed classified.

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.

As of September 30, 2011, approximately 41% in principal amount of the Company’s loans were secured by commercial real estate, which consists of construction and land development loans and real estate loans. Approximately 11% of the Company’s loans were residential mortgage loans. Approximately 2% of the Company’s loans were residential construction loans. Approximately 13% of the Company’s loans were for agriculture and 18% of the Company’s loans were for general commercial uses including professional, retail and small businesses. Approximately 15% of the Company’s loans were consumer loans.

Once a loan becomes delinquent and repayment becomes questionable, a Company collection officer will address collateral shortfalls with the borrower and attempt to obtain additional collateral or a principal payment. If this is not forthcoming and payment in full is unlikely, the Company will estimate its probable loss, using a recent valuation as appropriate to 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 underlying collateral and take additional charge-offs 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 collateral is liquidated and actual loss is known. 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.

All loans at September 30, 2011 and December 31, 2010 were pledged under a blanket collateral lien to secure actual and potential borrowings from the Federal Home Loan Bank and Federal Reserve.

Non-accrual and Past Due Loans

The Company’s non-accrual loans by loan class, as of September 30, 2011 and December 31, 2010 were as follows:

($ in thousands)	September 30, 2011		December 31, 2010

Commercial	$	177	$	1,817
Commercial Real Estate		2,729		5,864
Agriculture		—		1,752
Residential Mortgage		1,044		2,301
Residential Construction		305		272
Consumer		296		268

	$	4,551	$	12,274

Non-accrual loans amounted to $4,551,000 at September 30, 2011 and were comprised of three residential mortgage loans totaling $1,044,000, two residential construction loans totaling $305,000, six commercial real estate loans totaling $2,729,000, four commercial loans totaling $177,000 and five consumer loans totaling $296,000. Non-accrual loans amounted to $12,274,000 at December 31, 2010 and were comprised of seven residential mortgage loans totaling $2,301,000, four residential construction loans totaling $272,000, nine commercial real estate loans totaling $5,864,000, one agricultural loan totaling $1,752,000, ten commercial loans totaling $1,817,000 and five consumer loans totaling $268,000. It is generally the Company’s policy to charge-off the portion of any non-accrual loan for which the Company does not expect to collect by writing the loan down to the estimated net realizable value of the underlying collateral.

An age analysis of past due loans, segregated by loan class, as of September 30, 2011 and December 31, 2010 is as follows:

($ in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 Days or more Past Due		Total Past Due		Current		Total Loans
September 30, 2011
Commercial	$	1,377	$	1,463	$	133	$	2,973	$	78,482	$	81,455
Commercial Real Estate		1,063		2,301		1,791		5,155		172,998		178,153
Agriculture		—		—		—		—		55,762		55,762
Residential Mortgage		277		—		470		747		49,492		50,239
Residential Construction		42		—		258		300		7,826		8,126
Consumer		211		2		296		509		65,049		65,558
Total	$	2,970	$	3,766	$	2,948	$	9,684	$	429,609	$	439,293

December 31, 2010
Commercial	$	1,606	$	193	$	228	$	2,027	$	80,788	$	82,815
Commercial Real Estate		1,270		1,974		3,767		7,011		179,394		186,405
Agriculture		—		—		1,751		1,751		51,289		53,040
Residential Mortgage		749		—		1,326		2,075		50,272		52,347
Residential Construction		462		—		63		525		9,721		10,246
Consumer		421		88		242		751		67,623		68,374
Total	$	4,508	$	2,255	$	7,377	$	14,140	$	439,087	$	453,227

The Company had one loan with a balance of $349,000 that was 90 days or more past due and still accruing at September 30, 2011 and no loans 90 days or more past due and still accruing at December 31, 2010.

Impaired Loans

Impaired loans, segregated by loan class, as of September 30, 2011 and December 31, 2010 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, 2011
Commercial	$	3,486	$	1,923	$	1,555	$	3,478	$	73
Commercial Real Estate		7,557		2,729		4,828		7,557		633
Agriculture		280		280		—		280		—
Residential Mortgage		5,382		1,044		4,115		5,159		898
Residential Construction		1,539		332		1,105		1,437		643
Consumer		727		296		295		591		121
Total	$	18,971	$	6,604	$	11,898	$	18,502	$	2,368

December 31, 2010
Commercial	$	3,725	$	1,660	$	1,334	$	2,994	$	89
Commercial Real Estate		7,414		5,864		1,224		7,088		22
Agriculture		2,785		1,752		383		2,135		41
Residential Mortgage		6,544		2,123		3,910		6,033		543
Residential Construction		2,058		272		1,349		1,621		575
Consumer		312		258		36		294		12
Total	$	22,838	$	11,929	$	8,236	$	20,165	$	1,282

Interest income on impaired loans recognized using a cash-basis method of accounting during the three-month periods ended September 30, 2011 and 2010 was as follows:

($ in thousands)	Three Months Ended September 30, 2011				Three Months Ended September 30, 2010
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Commercial	$	3,619	$	62	$	1,565	$	79
Commercial Real Estate		9,880		78		8,799		33
Agriculture		1,062		2		2,997		5
Residential Mortgage		5,455		64		5,515		45
Residential Construction		1,416		14		2,680		13
Consumer		446		1		319		—
Total	$	21,878	$	221	$	21,875	$	175

Interest income on impaired loans recognized using a cash-basis method of accounting during the nine-month periods ended September 30, 2011 and 2010 was as follows:

($ in thousands)	Nine Months Ended September 30, 2011				Nine Months Ended September 30, 2010
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Commercial	$	3,242	$	102	$	2,899	$	130
Commercial Real Estate		8,455		378		8,887		177
Agriculture		1,597		6		3,195		16
Residential Mortgage		5,834		152		5,519		180
Residential Construction		1,611		54		3,617		45
Consumer		402		5		259		—
Total	$	21,141	$	697	$	24,376	$	548

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. These concessions typically result from the Company’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. Certain TDRs are placed on non-accrual status at the time of restructure and may only be returned to accruing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months.

When a loan is modified, it is measured based upon the present value of future cash flows discounted at the contractual interest rate of the original loan agreement, or the fair value of collateral less selling costs if the loan is collateral dependent. If the value of the modified loan is less than the recorded investment in the loan, impairment is recognized through a specific allowance or a charge-off of the loan.

As a result of adopting the amendments in ASU 2011-02, discussed in Note 1, management reassessed all restructuring that occurred on or after January 1, 2011 for identification as TDRs. Management identified as TDRs for which the allowance for loan losses associated had previously been measured under a general allowance for loan losses methodology. Upon identifying those receivables as TDRs, they are newly considered as impaired under the guidance in the Accounting Standards Codification (ASC) Section 310-10-35. The amendments in ASU 2011-02 require prospective application of the impairment guidance in ASC Section 310-10-35 for those receivables newly identified as impaired. At the end of the first interim period of adoption (September 30, 2011), the recorded investment in receivables for which the allowance for loan losses was previously measured under a general allowance for loan losses methodology and now considered impaired was $692,000, and their related specific allowance, based on a current evaluation of loss, was $130,000.

The Company had $9,757,000 and $10,259,000 TDR loans as of September 30, 2011 and December 31, 2010, respectively. TDR loans performing in compliance with modified terms totaled $8,260,000 and $7,891,000 as of September 30, 2011 and December 21, 2010, respectively.

Loans modified as troubled debt restructurings during the three-month period ended September 30, 2011 were as follows:

($ in thousands)	Three Months Ended September 30, 2011
	Number of Contracts		Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment
Commercial		2	$	397	$	397
Consumer		1		295		295
Total		3	$	692	$	692

Loans modified as troubled debt restructurings during the nine-month period ended September 30, 2011 were as follows:

($ in thousands)	Nine Months Ended September 30, 2011
	Number of Contracts		Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment
Commercial		3	$	445	$	445
Residential Mortgage		1		404		404
Residential Construction		2		221		162
Consumer		1		295		295
Total		7	$	1,365	$	1,306

The loan modifications generally involved reductions in the interest rate, payment extensions, forgiveness of principal, and forbearance. There were no troubled debt restructurings modified within the previous 12 months and for which there was a payment default during the three-month period ended September 30, 2011. There was one consumer loan with a recorded investment of $25,000 that was modified as a troubled debt restructuring within the previous 12 months and for which there was a payment default during the nine-month period ended September 30, 2011.

Credit Quality Indicators

All new 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 regulatory agencies; a 5 equates to a Special Mention; a 6 equates to Substandard; a 7 equates to Doubtful; and 8 equates to a Loss. General definitions for each risk rating are as follows:

Risk Rating “1” – Pass (High Quality): This category is reserved for loans fully secured by Company CD’s or savings and properly margined (as defined in the Company’s Credit Policy) and actively traded securities (including stocks, as well as corporate, municipal and U.S. Government bonds).

Risk Rating “2” – Pass (Above Average Quality): This category is reserved for borrowers with strong balance sheets that are well structured with manageable levels of debt and good liquidity. Cash flow is sufficient to service all debt as agreed. Historical earnings, cash flow, and payment performance have all been strong and trends are positive and consistent. Collateral protection is better than the Company’s Credit Policy guidelines.

Risk Rating “3” – Pass (Average Quality): Credits within this category are considered to be of average, but acceptable, quality. Loan characteristics, including term and collateral advance rates, meet the Company’s Credit Policy guidelines; unsecured lines to borrowers with above average liquidity and cash flow may be considered for this category; the borrower’s financial strength is well documented, with adequate, but consistent, cash flow to meet all obligations. Liquidity should be sufficient and leverage should be moderate. Monitoring of collateral may be required, including a borrowing base or construction budget. Alternative financing is typically available.

Risk Rating “4” – Pass (Below Average Quality): Credits within this category are considered sound, but merit additional attention due to industry concentrations within the borrower’s customer base, problems within their industry, deteriorating financial or earnings trends, declining collateral values, increased frequency of past due payments and/or overdrafts, discovery of documentation deficiencies which may impair our borrower’s ability to repay, or the Company’s ability to liquidate collateral. Financial performance is average but inconsistent. There also may be changes of ownership, management or professional advisors, which could be detrimental to the borrower’s future performance.

Risk Rating “5” – Special Mention (Criticized): Loans in this category are currently protected by their collateral value and have no loss potential identified, but have potential weaknesses which may, if not monitored or corrected, weaken our ability to collect payments from the borrower or satisfactorily liquidate our collateral position. Loans where terms have been modified due to their failure to perform as agreed may be included in this category. Adverse trends in the borrower’s operation, such as reporting losses or inadequate cash flow, increasing and unsatisfactory leverage, or an adverse change in economic or market conditions may have weakened the borrower’s business and impaired their ability to repay based on original terms. The condition or value of the collateral has deteriorated to the point where adequate protection for our loan may be jeopardized in the future. Loans in this category are in transition and, generally, do not remain in this category beyond 12 months. During this time, efforts are focused on strategies aimed at upgrading the credit or locating alternative financing.

Risk Rating “6” – Substandard (Classified): Loans in this category are inadequately protected by the borrower’s net worth, capacity to repay or collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the repayment of the debt. There exists a strong possibility of loss if the deficiencies are not corrected. Loans that are dependent on the liquidation of collateral to repay are included in this category, as well as borrowers in bankruptcy or where legal action is required to effect collection of our debt.

Risk Rating “7” – Doubtful (Classified): Loans in this category indicate all of the weaknesses of a Substandard classification, however, collection of loan principal, in full, is highly questionable and improbable; possibility of loss is very high, but there is still a possibility that certain collection strategies may, yet, be successful, rendering a definitive loss difficult to estimate, at the time. Loans in this category are in transition and, generally, do not remain in this category more than 6 months.

Risk Rating “8” – Loss (Classified):

Active Charge-Off. Loans in this category are considered uncollectible and of such little value that their removal from the Company’s books is required. The charge-off is pending or already processed. Collateral positions have been or are in the process of being liquidated and the borrower/guarantor may or may not be cooperative in repayment of the debt. Recovery prospects are unknown at the time, but we are still actively engaged in the collection of the loan.

Inactive Charge-Off. Loans in this category are considered uncollectible and of such little value that their removal from the Company’s books is required. The charge-off is pending or already processed. Collateral positions have been liquidated and the borrower/guarantor has nothing of any value remaining to apply to the repayment of our loan. Any further collection activities would be of little value.

The following table presents the risk ratings by loan class as of September 30, 2011 and December 31, 2010.

($ in thousands)	Pass		Special Mention		Substandard		Doubtful		Loss		Total
September 30, 2011
Commercial	$	60,276	$	5,978	$	14,525	$	630	$	46	$	81,455
Commercial Real Estate		151,834		10,943		15,376		—		—		178,153
Agriculture		47,689		2,745		5,328		—		—		55,762
Residential Mortgage		41,740		593		7,906		—		—		50,239
Residential Construction		5,464		575		2,087		—		—		8,126
Consumer		59,091		1,884		4,583		—		—		65,558
Total	$	366,094	$	22,718	$	49,805	$	630	$	46	$	439,293

December 31, 2010
Commercial	$	57,966	$	7,764	$	15,862	$	1,146	$	77	$	82,815
Commercial Real Estate		147,350		26,040		13,015		—		—		186,405
Agriculture		43,384		4,991		4,665		—		—		53,040
Residential Mortgage		41,437		3,235		7,675		—		—		52,347
Residential Construction		5,890		2,315		2,041		—		—		10,246
Consumer		59,824		4,617		3,933		—		—		68,374
Total	$	355,851	$	48,962	$	47,191	$	1,146	$	77	$	453,227

Allowance for Loan Losses

The following table details activity in the allowance for loan losses by loan class for the three-month and nine-month periods ended September 30, 2011.

Three-month period ended September 30, 2011
($ in thousands)	Commercial			Commercial Real Estate			Agriculture			Residential Mortgage			Residential Construction			Consumer			Unallocated			Total
Balance as of June 30, 2011	$	3,629		$	1,626		$	2,555		$	950		$	1,238		$	508		$	278		$	10,784
Provision for loan losses		(83	)		348			405			345			(12	)		362			(175	)		1,190

Charge-offs		(275	)		(1	)		(290	)		(37	)		—			(233	)		—			(836	)
Recoveries		119			128			24			—			2			26			—			299
Net charge-offs		(156	)		127			(266	)		(37	)		2			(207	)		—			(537	)
Balance as of September 30, 2011		3,390			2,101			2,694			1,258			1,228			663			103			11,437

Nine-month period ended September 30, 2011
($ in thousands)	Commercial			Commercial Real Estate			Agriculture			Residential Mortgage			Residential Construction			Consumer			Unallocated		Total
Balance as of December 31, 2010	$	3,761		$	1,957		$	2,141		$	830		$	1,719		$	556		$	75	$	11,039
Provision for loan losses		399			1,283			1,023			645			(346	)		638			28		3,670

Charge-offs		(911	)		(1,414	)		(610	)		(228	)		(198	)		(681	)		—		(4,042	)
Recoveries		141			275			140			11			53			150			—		770
Net charge-offs		(770	)		(1,139	)		(470	)		(217	)		(145	)		(531	)		—		(3,272	)
Balance as of September 30, 2011		3,390			2,101			2,694			1,258			1,228			663			103		11,437

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, 2011.

($ in thousands)	Commercial		Commercial Real Estate		Agriculture		Residential Mortgage		Residential Construction		Consumer		Unallocated		Total
Period-end amount allocated to:
Loans individually evaluated for impairment		73		633		—		898		643		121		—		2,368
Loans collectively evaluated for impairment		3,317		1,468		2,694		360		585		542		103		9,069
Ending Balance	$	3,390	$	2,101	$	2,694	$	1,258	$	1,228	$	663	$	103	$	11,437

The following table details activity in the allowance for loan losses by loan class for the three-month and nine-month periods ended September 30, 2010.

Three-month period ended September 30, 2010
($ in thousands)	Commercial			Commercial Real Estate		Agriculture			Residential Mortgage			Residential Construction			Consumer			Unallocated			Total
Balance as of June 30, 2010	$	4,279		$	2,319	$	1,922		$	765		$	1,417		$	715		$	613		$	12,030
Provision for loan losses		301			178		110			412			365			225			(601	)		990

Charge-offs		(104	)		—		(1	)		(311	)		(375	)		(316	)		—			(1,107	)
Recoveries		82			—		360			—			—			49			—			491
Net charge-offs		(22	)		—		359			(311	)		(375	)		(267	)		—			(616	)
Balance as of September 30, 2010		4,558			2,497		2,391			866			1,407			673			12			12,404

Nine-month period ended September 30, 2010
($ in thousands)	Commercial			Commercial Real Estate			Agriculture			Residential Mortgage			Residential Construction			Consumer			Unallocated			Total
Balance as of December 31, 2009	$	4,036		$	2,706		$	1,681		$	735		$	1,611		$	506		$	641		$	11,916
Provision for loan losses		947			16			718			846			521			884			(629	)		3,303

Charge-offs		(941	)		(227	)		(368	)		(715	)		(731	)		(861	)		—			(3,843	)
Recoveries		516			2			360			—			6			144			—			1,028
Net charge-offs		(425	)		(225	)		(8	)		(715	)		(725	)		(717	)		—			(2,815	)
Balance as of September 30, 2010		4,558			2,497			2,391			866			1,407			673			12			12,404

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, 2010.

($ in thousands)	Commercial		Commercial Real Estate		Agriculture		Residential Mortgage		Residential Construction		Consumer		Unallocated		Total
Period-end amount allocated to:
Loans individually evaluated for impairment		12		166		548		473		360		6		—		1,565
Loans collectively evaluated for impairment		4,546		2,331		1,843		393		1,047		667		12		10,839
Ending Balance	$	4,558	$	2,497	$	2,391	$	866	$	1,407	$	673	$	12	$	12,404

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 period ended December 31, 2010.

($ in thousands)	Commercial			Commercial Real Estate			Agriculture			Residential Mortgage			Residential Construction			Consumer			Unallocated			Total
Beginning balance	$	4,036		$	2,706		$	1,681		$	735		$	1,611		$	506		$	641		$	11,916
Provision for loan losses		1,115			741			1,118			788			932			786			(566	)		4,914

Charge-offs		(1,930	)		(1,491	)		(736	)		(715	)		(830	)		(914	)		—			(6,616	)
Recoveries		540			1			78			22			6			178			—			825
Net charge-offs		(1,390	)		(1,490	)		(658	)		(693	)		(824	)		(736	)		—			(5,791	)
Ending Balance		3,761			1,957			2,141			830			1,719			556			75			11,039
Period-end amount allocated to:
Loans individually evaluated for impairment		89			22			41			543			575			12			—			1,282
Loans collectively evaluated for impairment		3,672			1,935			2,100			287			1,144			544			75			9,757
Ending Balance	$	3,761		$	1,957		$	2,141		$	830		$	1,719		$	556		$	75		$	11,039

The Company’s investment in loans as of September 30, 2011, September 30, 2010, and December 31, 2010 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, 2011
Loans individually evaluated for impairment	$	3,478	$	7,557	$	280	$	5,159	$	1,437	$	591	$	18,502
Loans collectively evaluated for impairment		77,977		170,596		55,482		45,080		6,689		64,967		420,791
Ending Balance	$	81,455	$	178,153	$	55,762	$	50,239	$	8,126	$	65,558	$	439,293

September 30, 2010
Loans individually evaluated for impairment	$	1,455	$	8,885	$	2,787	$	5,796	$	2,089	$	274	$	21,286
Loans collectively evaluated for impairment		86,548		180,040		53,180		46,841		8,258		67,596		442,463
Ending Balance	$	88,003	$	188,925	$	55,967	$	52,637	$	10,347	$	67,870	$	463,749

December 31, 2010
Loans individually evaluated for impairment	$	2,994	$	7,088	$	2,135	$	6,033	$	1,621	$	294	$	20,165
Loans collectively evaluated for impairment		79,821		179,317		50,905		46,314		8,625		68,080		433,062
Ending Balance	$	82,815	$	186,405	$	53,040	$	52,347	$	10,246	$	68,374	$	453,227

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 interests, if any, based on their relative fair value at the date of transfer. Fair values are estimated using discounted cash flows based on a current market interest rate.

The Company recognizes a gain and a related asset for the fair value of the rights to service loans for others when loans are sold. The Company sold substantially its entire portfolio of conforming long-term residential mortgage loans originated during the nine months ended September 30, 2011 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, 2011, the Company had $3,419,000 of mortgage loans held-for-sale. At September 30, 2011 and December 31, 2010, the Company serviced real estate mortgage loans for others of $208,837,000 and $211,124,000, respectively.

The following table summarizes the Company’s mortgage servicing rights assets as of September 30, 2011 and December 31, 2010.

	(in thousands)
	December 31, 2010			Additions		Reductions			September 30, 2011

Mortgage servicing rights	$	1,712		$	174	$	285		$	1,601
Valuation allowance		(345	)		—		(104	)		(241	)
Mortgage servicing rights, net of valuation allowance	$	1,367		$	174	$	181		$	1,360

4. OUTSTANDING SHARES AND EARNINGS PER SHARE

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 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, 2011 and 2010.

	Three months ended						Nine months ended
	September 30,						September 30,
	2011			2010			2011			2010
Basic earnings per share:
Net income	$	948		$	757		$	2,509		$	1,717
Preferred stock dividend and accretion	$	(607	)	$	(248	)	$	(1,107	)	$	(743	)
Net income available to common shareholders	$	341		$	509		$	1,402		$	974

Weighted average common shares outstanding		9,070,746			9,019,320			9,066,360			9,016,214
Basic EPS	$	0.04		$	0.06		$	0.15		$	0.11

Diluted earnings per share:
Net income	$	948		$	757		$	2,509		$	1,717
Preferred stock dividend and accretion	$	(607	)	$	(248	)	$	(1,107	)	$	(743	)
Net income available to common shareholders	$	341		$	509		$	1,402		$	974

Weighted average common shares outstanding		9,070,746			9,019,320			9,066,360			9,016,214

Effect of dilutive options		9			441			1,149			1,730

Adjusted weighted average common shares outstanding		9,070,755			9,019,761			9,067,509			9,017,944
Diluted EPS	$	0.04		$	0.06		$	0.15		$	0.11

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 417,490 and 507,109 for the three months ended September 30, 2011 and 2010 respectively. In addition, warrants for 352,977 shares issued to the U.S. Treasury were not used in the computation of diluted earnings per share for both periods because they would have had an anti-dilutive effect.

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 424,742 and 499,492 for the nine months ended September 30, 2011 and 2010 respectively. In addition, warrants for 352,977 shares issued to the U.S. Treasury were not used in the computation of diluted earnings per share for both periods because they would have had an anti-dilutive effect.

5. STOCK PLANS

The following table presents the activity related to stock options for the three months ended September 30, 2011.

	Number of Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term (in years)
Options outstanding at Beginning of Period		417,544	$	11.76

Granted		—		—

Expired		—		—

Cancelled / Forfeited		—		—

Exercised		—		—		—

Options outstanding at End of Period		417,544	$	11.76	$	12,713		3.34

Exercisable (vested) at End of Period		384,190	$	12.33	$	3,606		2.89

The following table presents the activity related to stock options for the nine months ended September 30, 2011.

	Number of Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term (in years)
Options outstanding at Beginning of Period		507,947		$	11.07

Granted		13,750		$	4.75

Expired		(74,730	)	$	5.13

Cancelled / Forfeited		(29,423	)	$	13.30

Exercised		—			—		—

Options outstanding at End of Period		417,544		$	11.76	$	12,713		3.34

Exercisable (vested) at End of Period		384,190		$	12.33	$	3,606		2.89

The weighted average fair value of options granted during the nine-month period ended September 30, 2011 was $2.18 per share.

As of September 30, 2011, there was $56,000 of total unrecognized compensation cost related to non-vested stock options. This cost is expected to be recognized over a weighted average period of approximately 2.68 years.

There was $21,000 of recognized compensation cost related to non-vested stock options for the nine months ended September 30, 2011.

A summary of the weighted average assumptions used in valuing stock options during the three months and nine months ended September 30, 2011 is presented below.

	Three Months Ended	Nine months Ended
	September 30, 2011*	September 30, 2011
Risk Free Interest Rate	—	1.91%

Expected Dividend Yield	—	0.00%

Expected Life in Years	—	5

Expected Price Volatility	—	50.98%

* There were no stock options or restricted stock granted during the three-month period ended September 30, 2011.

The following table presents the activity related to restricted stock for the three months ended September 30, 2011.

	Number of Shares		Weighted Average Grant-Date Fair Value		Aggregate Intrinsic Value	Weighted Average Remaining Contractual Term (in years)
Restricted stock outstanding at Beginning of Period		45,570	$	7.23

Granted		—		—

Cancelled / Forfeited		—		—

Exercised/Released/Vested		—		—

Restricted stock outstanding at End of Period		45,570	$	7.23	$218,736	8.01

The following table presents the activity related to restricted stock for the nine months ended September 30, 2011.

	Number of Shares			Weighted Average Grant-Date Fair Value		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term (in years)
Restricted stock outstanding at Beginning of Period		39,528		$	10.26

Granted		13,158		$	4.75

Cancelled / Forfeited		—			—

Released/Vested		(7,116	)	$	19.47	$	31,666

Restricted stock outstanding at End of Period		45,570		$	7.23	$	218,736	8.01

The weighted average fair value of restricted stock granted during the nine-month period ended September 30, 2011 was $4.75 per share.

As of September 30, 2011, there was $115,000 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 2.50 years.

There was $79,000 of recognized compensation cost related to non-vested stock options for the nine months ended September 30, 2011.

The Company has an Employee Stock Purchase Plan (“ESPP”). Under the ESPP, the Company is authorized to issue to eligible employees shares of common stock. There are 292,136 shares authorized under the ESPP. The ESPP will terminate February 27, 2017. 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, 2010 to November 23, 2011. 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 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, 2011, there was $11,300 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 $33,900 of recognized compensation cost related to ESPP issuances for the nine-month period ended September 30, 2011.

The weighted average fair value at issuances date during the nine-month period ended September 30, 2011 was $1.22.

A summary of the weighted average assumptions used in valuing ESPP issuances during the three months and nine months ended September 30, 2011 is presented below.

	Three Months Ended	Nine Months Ended
	September 30, 2011	September 30, 2011
Risk Free Interest Rate	0.26%	0.26%

Expected Dividend Yield	0.00%	0.00%

Expected Life in Years	1.00	1.00

Expected Price Volatility	30.00%	30.00%

6. FAIR VALUE MEASUREMENT

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.

Fair Value Hierarchy

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

	Level 1		Valuation is based upon quoted prices for identical instruments traded in active markets.

	Level 2		Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable or can be corroborated by observable market data.

	Level 3		Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models, and similar techniques and include management judgment and estimation which may be significant.

Following is a description of 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.

Loans Held-for-Sale

Loans held-for-sale are carried at the lower of cost or fair value. The fair value of loans held-for-sale is based on what secondary markets are currently offering for portfolios with similar characteristics. As such, the Company classifies loans subjected to non-recurring fair value adjustments as Level 2. At September 30, 2011 there were no loans held-for-sale that required a write-down.

Impaired Loans

The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, the Company measures impairment. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans.

At September 30, 2011, certain impaired loans were considered collateral dependent and were evaluated based on the fair value of the underlying collateral securing the loan. Impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the impaired loan as non-recurring Level 3.

Other Real Estate Owned

Other real estate assets (“OREO”) acquired through, or in lieu of, foreclosure are held-for-sale and are initially recorded at the lower of cost or fair value, less selling costs. Any write-downs to fair value at the time of transfer to OREO are charged to the allowance for loan losses, subsequent to foreclosure. Appraisals or evaluations are then done periodically thereafter charging any additional write-downs or valuation allowances to the appropriate expense accounts. Values are derived from appraisals of underlying collateral and discounted cash flow analysis. OREO is classified within Level 3 of the hierarchy.

Loan Servicing Rights

Loan servicing rights are subject to impairment testing. A valuation model, which utilizes a discounted cash flow analysis using interest rates and prepayment speed assumptions currently quoted for comparable instruments and a discount rate determined by management, is used in the completion of impairment testing. If the valuation model reflects a value less than the carrying value, loan servicing rights are adjusted to fair value through a valuation allowance as determined by the model. As such, the Company classifies loan servicing rights subjected to non-recurring fair value adjustments as Level 3.

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, 2011.

	(in thousands)
September 30, 2011	Total		Level 1		Level 2		Level 3
U.S. Treasury securities	$	2,314	$	2,314	$	—	$	—
Securities of U.S. government
agencies and corporations		36,006		—		36,006		—
Obligations of states and
political subdivisions		22,953		—		22,953		—
Mortgage-backed securities		77,476		—		77,476		—

Total investments at fair value	$	138,749	$	2,314	$	136,435	$	—

The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis as of December 31, 2010.

	(in thousands)
December 31, 2010	Total		Level 1		Level 2		Level 3
U.S. Treasury securities	$	4,226	$	4,226	$	—	$	—
Securities of U.S. government
agencies and corporations		40,775		—		40,775		—
Obligations of states and
political subdivisions		20,045		—		20,045		—
Mortgage-backed securities		42,300		—		42,300		—

Total investments at fair value	$	107,346	$	4,226	$	103,120	$	—

Assets Recorded at Fair Value on a Non-Recurring Basis

The Company may be required, from time to time, to measure certain assets at fair value on a non-recurring basis in accordance with U.S. GAAP. These include assets that are measured at the lower of cost or market where fair value is below cost at the end of the period.

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, 2011.

	(in thousands)
September 30, 2011	Total		Level 1		Level 2		Level 3		Total gains/losses for the nine month period ended September 30, 2011
Impaired loans	$	3,975	$	—	$	—	$	3,975	$	(3,004	)
Other real estate owned		2,263		—		—		2,263		(1,004	)
Loan servicing rights		1,360		—		—		1,360		105

Total assets at fair value	$	7,598	$	—	$	—	$	7,598	$	(3,903	)

Assets measured at fair value on a non-recurring basis are included in the table below by level within the fair value hierarchy as of December 31, 2010.

	(in thousands)
December 31, 2010	Total		Level 1		Level 2		Level 3		Total gains/losses for the year ended December 31, 2010
Impaired loans	$	7,807	$	—	$	—	$	7,807	$	(2,578	)
Other real estate owned		1,517		—		—		1,517		(689	)
Loan servicing rights		1,367		—		—		1,367		(69	)

Total assets at fair value	$	10,691	$	—	$	—	$	10,691	$	(3,336	)

There were no liabilities measured at fair value on a recurring or non-recurring basis at September 30, 2011 and December 31, 2010.

7. PREFERRED STOCK AND COMMON STOCK WARRANTS

On September 15, 2011, the Company issued to the U.S. Treasury under the United States Department of Treasury Small Business Lending Fund (SBLF) 22,847 shares of the Company’s Non-Cumulative Perpetual Preferred Stock, Series A (SBLF Shares), having a liquidation preference per share equal to $1,000, for an aggregate purchase price of $22,847,000.

On September 15, 2011, the Company redeemed from the U.S. Treasury, using the partial proceeds from the issuance of the SBLF Shares, all 17,390 outstanding shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, liquidation amount $1,000 per share, for a redemption price of $17,390,000, plus accrued but unpaid dividends at the date of redemption. The warrant issued on March 13, 2009 to the U.S. Treasury to purchase 352,977 shares of the Company’s common stock at an exercise price of $7.39 per share remains outstanding. The warrant, if not exercised, will expire ten years after the issuance date.

8. FAIR VALUES OF FINANCIAL INSTRUMENTS

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

Cash and Cash Equivalents

The carrying amounts reported in the balance sheet for cash and short-term instruments are a reasonable estimate of fair value.

Investment Securities

Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.

Federal Home Loan Bank and Other Equity Securities

The carrying amounts reported in the balance sheet approximate fair value.

Loans Receivable

For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for other loans (e.g., commercial real estate and rental property mortgage loans, commercial and industrial loans, and agricultural loans) are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. The carrying amount of interest receivable approximates its fair value. The allowance for loan losses is considered to be a reasonable estimate of loan discount due to credit risks.

Loans Held-for-Sale

Commitments to Extend Credit and Standby Letters of Credit

The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligation with the counterparties at the reporting date.

Deposit Liabilities

The fair values disclosed for demand deposits (e.g., interest and non-interest checking, passbook savings, and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits. The carrying amount of interest payable approximates its fair value.

FHLB Advances and Other Borrowings

The fair values of borrowed funds were estimated by discounting future cash flows related to these financial instruments using current market rates for financial instruments with similar characteristics.

Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on-and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets or liabilities include deferred tax liabilities and premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in many of the estimates.

The estimated fair values of the Company’s financial instruments for the period ended September 30, 2011 and December 31, 2010 are approximately as follows:

	September 30, 2011				December 31, 2010
(in thousands)	Carrying amount		Fair value		Carrying amount		Fair value

Financial assets:
Cash and cash equivalents	$	149,464	$	149,464	$	139,707	$	139,707
Investment securities		138,749		138,749		107,346		107,346
Other equity securities		3,075		3,075		2,823		2,823
Loans:
Net loans		428,015		425,252		442,015		439,274
Loans held-for-sale		3,419		3,548		2,345		2,344
Interest receivable		2,615		2,615		2,486		2,486
Financial liabilities:
Deposits		662,772		654,376		640,258		631,281
FHLB advances and other borrowings		8,500		8,609		10,529		10,775
Interest payable		116		116		151		151

	September 30, 2011				December 31, 2010
(in thousands)	Contract amount		Fair value		Contract amount		Fair Value

Unrecognized financial instruments:
Commitments to extend credit	$	146,132	$	1,096	$	140,408	$	1,053
Standby letters of credit		1,284		13		3,739		37

9. INVESTMENT SECURITIES

The amortized cost, unrealized gains and losses and estimated fair values of investments in debt and other securities at September 30, 2011 are summarized as follows:

(in thousands)	Amortized cost		Unrealized gains		Unrealized losses			Estimated fair value

Investment securities available-for-sale:
U.S. Treasury securities	$	2,293	$	21	$	—		$	2,314
Securities of U.S. government agencies and corporations		35,721		287		(2	)		36,006
Obligations of states and political subdivisions		21,918		1,045		(10	)		22,953
Mortgage-backed securities		77,246		489		(259	)		77,476

Total debt securities	$	137,178	$	1,842	$	(271	)	$	138,749

The amortized cost, unrealized gains and losses and estimated fair values of investments in debt and other securities at December 31, 2010 are summarized as follows:

(in thousands)	Amortized cost		Unrealized gains		Unrealized losses			Estimated fair value

Investment securities available-for-sale:
U.S. Treasury securities	$	4,225	$	1	$	—		$	4,226
Securities of U.S. government agencies and corporations		40,937		63		(225	)		40,775
Obligations of states and political subdivisions		20,663		103		(721	)		20,045
Mortgage-backed securities		42,313		177		(190	)		42,300

Total debt securities	$	108,138	$	344	$	(1,136	)	$	107,346

Proceeds from sales of available-for-sale securities were $24,640,000 and $6,558,000 for the nine-month and three-month periods ended September 30, 2011, respectively. Proceeds from sales of available-for-sale securities were $20,552,000 and $0 for the nine-month and three-month periods ended September 30, 2010, respectively. Gross realized gains from sales of available-for-sale securities were $633,000 and $177,000 for the nine-month and three-month periods ended September 30, 2011, respectively. Gross realized gains from sales of available-for-sale securities were $362,000 and $0 for the nine-month and three-month periods ended September 30, 2010, respectively. There were no gross realized losses from sales of available-for-sale securities for the nine-month and three-month periods ended September 30, 2011. Gross realized losses from sales of available-for-sale securities were $9,000 and $0 for the nine-month and three-month periods ended September 30, 2010, respectively.

The amortized cost and estimated market value of debt and other securities at September 30, 2011, by contractual maturity, are shown in the following table.

(in thousands)	Amortized cost		Estimated fair value

Due in one year or less	$	26,885	$	27,057
Due after one year through five years		88,241		88,588
Due after five years through ten years		10,390		10,905
Due after ten years		11,662		12,199

	$	137,178	$	138,749

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. Securities due after one year through five years included mortgage-backed securities with expected maturities totaling $76,070,000. The maturities on these securities were based on the average lives of the securities.

An analysis of gross unrealized losses of the available-for-sale investment securities portfolio as of September 30, 2011, follows:

	Less than 12 months					12 months or more					Total
(in thousands)	Fair Value		Unrealized losses			Fair Value		Unrealized losses			Fair Value		Unrealized losses

Securities of U.S. government agencies and corporations	$	998	$	(2	)	$	—	$	—		$	998	$	(2	)

Obligations of states and political subdivisions		—		—			356		(10	)		356		(10	)

Mortgage-backed securities		31,855		(259	)		—		—			31,855		(259	)


Total	$	32,853	$	(261	)	$	356	$	(10	)	$	33,209	$	(271	)

No decline in value was considered “other-than-temporary” during 2011. Twenty securities that had a fair value of $32,853,000 and a total unrealized loss of $261,000 have been in an unrealized loss position for less than twelve months as of September 30, 2011. In addition, two securities with a fair value of $356,000 and a total unrealized loss of $10,000 have been in an unrealized loss position for more than twelve months as of September 30, 2011. The declines in market value were primarily attributable to changes in interest rates. As the Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell these securities prior to their anticipated recovery, these investments are not considered other-than-temporarily impaired.

An analysis of gross unrealized losses of the available-for-sale investment securities portfolio as of December 31, 2010, follows:

	Less than 12 months					12 months or more					Total
(in thousands)	Fair Value		Unrealized losses			Fair Value		Unrealized losses			Fair Value		Unrealized losses

Securities of U.S. government agencies and corporations	$	11,847	$	(225	)	$	—	$	—		$	11,847	$	(225	)

Obligations of states and political subdivisions		12,631		(620	)		1,084		(101	)		13,715		(721	)

Mortgage-backed securities		26,186		(190	)		—		—			26,186		(190	)


Total	$	50,664	$	(1,035	)	$	1,084	$	(101	)	$	51,748	$	(1,136	)

No decline in value was considered “other-than-temporary” during 2010. Sixty-eight securities that had a fair value of $50,664,000 and a total unrealized loss of $1,035,000 have been in an unrealized loss position for less than twelve months as of December 31, 2010. In addition, three securities with a fair value of $1,084,000 and a total unrealized loss of $101,000 that have been in an unrealized loss position for more than twelve months as of December 31, 2010. As the Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell these securities prior to their anticipated recovery, these investments are not considered other-than-temporarily impaired.

Investment securities carried at $36,696,000 and $35,009,000 at September 30, 2011 and December 31, 2010, respectively, were pledged to secure public deposits or for other purposes as required or permitted by law.

FIRST NORTHERN COMMUNITY BANCORP

ITEM 2. – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements, which 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 2010 Annual Report on Form 10-K for factors to be considered when reading any forward-looking statements in this filing.

This report includes 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 the forward-looking statements are made.

In this document, for example we make forward-looking statements relating to the following topics:

·	Our business objectives, strategies and initiatives, our organizational structure, the growth of our business and our competitive position

·	Credit quality and provision for credit losses

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

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

·	Pending and recent legal and regulatory actions, and future legislative and regulatory developments, including the effects of legislation and governmental measures enacted or introduced in response to the financial crises affecting the banking system, financial markets and the U.S. economy

·	Regulatory controls and processes and their impact on our business

·	The costs and effects of legal actions

·	Our regulatory capital requirements

·	We do not anticipate paying a cash dividend in the foreseeable future

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

·	The impact of changes in interest rates and our strategy to manage our interest rate risk profile

·	Loan portfolio composition and risk grade trends, expected charge offs, delinquency rates and our underwriting standards

·	The Company believes that the Bank’s deposit base does not involve any undue concentration levels from one person or industry

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

·	Our liquidity position

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

·	Expected rates of return, yields and projected results

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, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part I of this Form 10-Q and our Form 10-Qs for the quarterly periods ended March 31, 2011 and June 30, 2011, and “Supervision and Regulation” of our 2010 Annual Report on Form 10-K.

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, 2010.

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 present challenges to our ability to generate those revenues.

Significant results and developments during the third quarter and year-to-date 2011 include:

· Net income of $2.51 million for the nine months ended September 3 0 , 2011, up 45.9% from the $1.72 million for the same fiscal period last year.

· Net income available to common stockholders of $1.4 million for the nine months ended September 30, 2011, up 40.0% from the $1.0 million for the same fiscal period last year. Net income available to common stockholders for the nine months ended September 30, 2011 was impacted by a one time charge totaling $0.4 million due to the early recognition of the remaining discount on preferred stock sold to the U.S. Treasury as part of the Troubled Asset Relief Program.

· Diluted income per share for the nine month period ended September 3 0 , 2011 was $0.15, up 36.4% from the diluted income per share of $0.11 reported in the same period last year.

· Net interest income increased in the nine months ended September 3 0 , 2011 by $30 ,000 , or 0.2%, to $19.68 million from $19.65 million in the same period last year. The increase in net interest income was primarily attributable to a decrease in interest costs, which was partially offset by a decrease in interest yields. Net interest margin decreased from 3.82% for the nine-month period ending September 30, 2010 to 3.79% for the same period ending September 30, 2011.

· Provision for loan losses of $3.7 million for the nine - month period ended September 30, 2011 compared to a provision for loan losses of $3.3 million for the same period in 2010.

· Total assets at September 30, 2011 were $766.7 million, an increase of $29.4 million, or 4.0%, from levels at December 31, 2010.

· Total net loans at September 3 0 , 2011 (including loans held-for-sale) decreased $12.9 million, or 2.9%, to $431.4 million compared to December 31, 2010.

· Total investment securities at September 3 0 , 2011 increased $31.4 million, or 29.3%, to $138.7 million compared to December 31, 2010.

· Total deposits of $662.8 million at September 30, 2011, represented an increase of $22.5 million, or 3.5%, compared to December 31, 2010.

· Net income of $0.95 million for the three months ended September 3 0 , 2011, up 25.0% from the $0.76 million for the same fiscal period last year.

· Diluted income per share for the three month period ended September 3 0 , 2011 was $0. 0 4, down 33.3% from the diluted income per share of $0.06 reported in the same period last year.

· Net income available to common stockholders of $0.3 million for the three months ended September 30, 2011, down 40.0% from the $0.5 million for the same fiscal period last year. Net income available to common stockholders for the three months ended September 30, 2011 was impacted by a one time charge totaling $0.4 million due to the early recognition of the remaining discount on preferred stock sold to the US Treasury as part of the Troubled Asset Relief Program.

SUMMARY

The Company recorded net income of $2,509,000 for the nine-month period ended September 30, 2011, representing an increase of $792,000 from net income of $1,717,000 for the same period in 2010.

The following tables present a summary of the results for the three-month and nine-month periods ended September 30, 2011 and 2010, and year ended December 31, 2010.

	Three months ended September 30, 2011		Three months ended September 30, 2010		Nine months ended September 30, 2011		Nine months ended September 30, 2010

(in thousands except for per share amounts)
For the Period:

Net Income	$	948	$	757	$	2,509	$	1,717

Basic Earnings Per Common Share	$	0.04	$	0.06	$	0.15	$	0.11

Diluted Earnings Per Common Share	$	0.04	$	0.06	$	0.15	$	0.11

	September 30, 2011			December 31, 2010

(in thousands except for ratios)
At Period End:

Total Assets	$	766,653		$	737,217

Total Loans, Net (including loans held-for-sale)	$	431,434		$	444,360

Total Investment Securities	$	138,749		$	107,346

Total Deposits	$	662,772		$	640,258

Loan-To-Deposit Ratio		65.1	%		69.4	%

FIRST NORTHERN COMMUNITY BANCORP

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, 2011							September 30, 2010
	Average				Yield/			Average				Yield/
	Balance		Interest		Rate			Balance		Interest		Rate
Assets
Interest-earning assets:
Loans (1)	$	432,348	$	6,480		5.95	%	$	456,572	$	6,892		5.99	%
Interest bearing due from banks		122,739		72		0.23	%		135,469		102		0.30	%
Investment securities, taxable		126,252		663		2.08	%		75,375		465		2.45	%
Investment securities, non-taxable (2)		10,451		106		4.02	%		12,181		127		4.14	%
Other interest earning assets		3,075		2		0.26	%		2,823		—		0.00	%
Total average interest-earning assets		694,865		7,323		4.18	%		682,420		7,586		4.41	%
Non-interest-earning assets:
Cash and due from banks		15,342							15,398
Premises and equipment, net		8,105							6,952
Other real estate owned		1,386							2,406
Interest receivable and other assets		34,152							33,506
Total average assets		753,850							740,682

Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Interest-bearing transaction deposits		154,233		89		0.23	%		143,949		95		0.26	%
Savings and MMDA’s		202,856		207		0.40	%		197,448		273		0.55	%
Time, under $100,000		38,391		58		0.60	%		45,799		103		0.89	%
Time, $100,000 and over		66,163		170		1.02	%		78,234		263		1.33	%
FHLB advances and other borrowings		8,108		72		3.52	%		10,229		92		3.57	%
Total average interest-bearing liabilities		469,751		596		0.50	%		475,659		826		0.69	%
Non-interest-bearing liabilities:
Non-interest-bearing demand deposits		194,668							179,838
Interest payable and other liabilities		6,937							6,337
Total liabilities		671,356							661,834
Total average stockholders’ equity		82,494							78,848
Total average liabilities and stockholders’ equity	$	753,850						$	740,682
Net interest income and net interest margin (3)			$	6,727		3.84	%			$	6,760		3.93	%

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 $253 and $265 for the three months ended September 30, 2011 and 2010, 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.

FIRST NORTHERN COMMUNITY BANCORP

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, 2011							September 30, 2010
	Average				Yield/			Average				Yield/
	Balance		Interest		Rate			Balance		Interest		Rate
Assets
Interest-earning assets:
Loans (1)	$	429,980	$	19,083		5.93	%	$	457,663	$	20,454		5.98	%
Interest bearing due from banks		132,973		248		0.25	%		139,980		284		0.27	%
Investment securities, taxable		117,382		1,921		2.19	%		69,026		1,247		2.42	%
Investment securities, non-taxable (2)		10,374		325		4.19	%		18,198		568		4.17	%
Other interest earning assets		2,964		6		0.27	%		2,686		3		0.15	%
Total average interest-earning assets		693,673		21,583		4.16	%		687,553		22,556		4.39	%
Non-interest-earning assets:
Cash and due from banks		15,562							14,503
Premises and equipment, net		8,085							7,131
Other real estate owned		2,316							3,161
Interest receivable and other assets		33,367							33,836
Total average assets		753,003							746,184

Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Interest-bearing transaction deposits		151,186		261		0.23	%		139,614		307		0.29	%
Savings and MMDA’s		207,409		681		0.44	%		195,319		918		0.63	%
Time, under $100,000		39,232		182		0.62	%		49,806		395		1.06	%
Time, $100,000 and over		66,250		525		1.06	%		86,886		980		1.51	%
FHLB advances and other borrowings		9,458		253		3.58	%		11,283		307		3.64	%
Total average interest-bearing liabilities		473,535		1,902		0.54	%		482,908		2,907		0.80	%
Non-interest-bearing liabilities:
Non-interest-bearing demand deposits		191,979							179,049
Interest payable and other liabilities		6,752							6,194
Total liabilities		672,266							668,151
Total average stockholders’ equity		80,737							78,033
Total average liabilities and stockholders’ equity	$	753,003						$	746,184
Net interest income and net interest margin (3)			$	19,681		3.79	%			$	19,649		3.82	%

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 $612 and $715 for the nine months ended September 30, 2011 and 2010, 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.

CHANGES IN FINANCIAL CONDITION

The assets of the Company set forth in the Unaudited Condensed Consolidated Balance Sheets reflect a $9,757,000 increase in cash and cash equivalents, a $31,403,000 increase in investment securities available-for-sale, a $14,000,000 decrease in net loans held-for-investment, a $1,074,000 increase in loans held-for-sale, a $95,000 decrease in other real estate owned and a $1,042,000 increase in interest receivable and other assets from December 31, 2010 to September 30, 2011. The increase in cash and cash equivalents was due to an increase in non-interest bearing due from bank accounts, partially offset by a decrease in interest bearing due from bank accounts. The increase in investment securities available-for-sale was primarily the result of purchases of U.S. Treasury securities, agency bonds and mortgage backed securities, slightly offset by calls of agency bonds and municipal securities and sales of U.S. Treasury securities, agency bonds and mortgage backed securities. The decrease in loans held-for-investment was due to decreases in the following loan categories as a result of diminished loan demand: commercial and industrial; true equipment leases; consumer; real estate; real estate commercial and construction; and home equity. The decrease in loans held-for-investment was partially offset by increases in the following loan categories: agricultural; equipment; financed equipment leases; and real estate SBA (Small Business Administration). The decrease in loans held-for-sale was due to decreases in real estate loans held-for-sale. The Company originated approximately $24,042,000 in residential mortgage loans during the first nine months of 2011, which was offset by approximately $23,412,000 in loan sales during this period. The decrease in other real estate owned is due to sales of other real estate owned properties, which was partially offset by additions of other real estate owned properties. The increase in interest receivable and other assets was mainly due to increases in accrued income on loans, cash surrender value of bank owned life insurance, sold loan settlement, unamortized loan costs and suspense & holdovers, which was partially offset by decreases in income taxes receivable, housing tax credits and prepaid expenses.

The liabilities of the Company set forth in the Unaudited Condensed Consolidated Balance Sheets reflect an increase in total deposits of $22,514,000 from December 31, 2010 to September 30, 2011. The increase in deposits was due to increases in demand deposits, interest-bearing transaction deposits, and savings accounts, which were partially offset by decreases in money market accounts and time deposits.

Federal Home Loan Bank advances (“FHLB advances”) and other borrowings decreased $2,029,000 from December 31, 2010 to September 30, 2011, due to maturing FHLB advances and a decrease in secured borrowings from the U.S. Treasury’s Treasury Tax and Loan Program.

CHANGES IN RESULTS OF OPERATIONS

Interest Income

The Federal Open Market Committee made no changes to the Federal Funds rate during the twelve-month period ended September 30, 2011.

Interest income on loans for the nine-month period ended September 30, 2011 was down 6.7% from the same period in 2010, decreasing from $20,454,000 to $19,083,000 and was down 6.0% for the three-month period ended September 30, 2011 over the same period in 2010, from $6,892,000 to $6,480,000. The decrease in interest income on loans for the nine-month period ended as compared to the same period a year ago was primarily due to a 5 basis point decrease in loan yields combined with a decrease in average loans. The decrease for the three-month period ended September 30, 2011 as compared to the same period a year ago was primarily due to a 4 basis point decrease in loan yields combined with a decrease in average loans. The decrease in loan yields was primarily due to repricing of loans at lower rates.

Interest income on investment securities available-for-sale for the nine-month period ended September 30, 2011 was up 23.8% from the same period in 2010, increasing from $1,815,000 to $2,246,000 and was up 29.9% for the three-month period ended September 30, 2011 over the same period in 2010, from $592,000 to $769,000. The increase in interest income on investment securities for the nine-month period ended September 30, 2011 as compared to the same period a year ago was primarily due to an increase in average investment securities partially offset by a 43 basis point decrease in investment securities yields. The increase for the three-month period ended September 30, 2011 as compared to the same period a year ago was primarily due to an increase in average investment securities partially offset by a 45 basis point decrease in investment securities yields. The decrease in investment securities yields for the three-month and nine-month periods ended September 30, 2011 was primarily due to reinvestment of maturing securities at lower rates and purchases of securities at lower rates.

Interest income on interest-bearing due from banks for the nine-month period ended September 30, 2011 was down 12.7% from the same period in 2010, decreasing from $284,000 to $248,000 and was down 29.4% for the three-month period ended September 30, 2011 over the same period in 2010, from $102,000 to $72,000. The decrease in interest income on interest-bearing due from banks for the nine-month period ended September 30, 2011 as compared to the same period a year ago was primarily due to a 2 basis point decrease in interest-bearing due from bank yields combined with a decrease in average interest-bearing due from banks. The decrease in interest income on interest-bearing due from banks for the three-month period ended September 30, 2011 as compared to the same period a year ago was primarily due to a 7 basis point decrease in interest-bearing due from bank yields combined with a decrease in average interest-bearing due from banks.

The Company had no Federal Funds sold balances during the three-month and nine-month periods ended September 30, 2011 and September 30, 2010.

Interest Expense

The sustained low interest rate environment decreased the Company’s cost of funds in the first nine months of 2011 compared to the same period a year ago.

Interest expense on deposits and other borrowings for the nine - month period ended September 3 0 , 2011 was down 34.6% from the same period in 2010, decreasing from $2,907 , 000 to $1,902,000 and was down 27.9% for the three-month period ended September 30, 2011 over the same period in 2010 from $826,000 to $596,000. The decrease in interest expense during the nine - month period ended September 3 0 , 2011 was due to a 26 basis point decrease in the Company’s average cost of funds combined with a decrease in average interest-bearing liabilities. The decrease in interest expense during the three-month period ended September 30, 2011 was primarily due to a 19 basis point decrease in the Company’s average cost of funds combined with a decrease in average interest-bearing liabilities. The decrease in average cost of funds for the three-month and nine-month periods ended September 30, 2011 is primarily due to the maturing and repricing of time deposits and a change in the mix of interest-bearing liabilities, which resulted in an increase in lower cost deposits.

Provision for Loan Losses

There was a provision for loan losses of $3,670,000 for the nine-month period ended September 30, 2011 compared to a provision for loan losses of $3,303,000 for the same period in 2010. There was a provision for loan losses of $1,190,000 for the three-month period ended September 30, 2011 compared to a $990,000 provision for the same period in 2010. The allowance for loan losses was approximately $11,437,000, or 2.60% of total loans, at September 30, 2011 compared to $11,039,000, or 2.44% of total loans, at December 31, 2010. 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 increase in the provision for loan losses during the three-month and nine-month periods in 2011 was primarily due to increased net charge-offs, partially offset by decreased loan volumes compared to the three-month and nine-month periods in 2010.

Provision for Unfunded Lending Commitment Losses

There was a recovery of provision for unfunded lending commitment losses of $24,000 for the nine-month period ended September 30, 2011 compared to no recovery of provision for the same period in 2010. There was no provision for unfunded lending commitment losses for the three-month periods ended September 30, 2011 and September 30, 2010.

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

Other operating income was up 10.9% for the nine-month period ended September 30, 2011 from the same period in 2010, increasing from $6,317,000 to $7,007,000.

This increase was primarily due to increases in gains on sales of other real estate owned, investment and brokerage services income, loan servicing income, fiduciary activities income, ATM fees, signature based transaction fees, gains on sales of available for sale securities, and other income, which was partially offset by decreases in service charges on deposit accounts and gains on sales of loans held-for-sale. The increase in gains on sales of other real estate owned was primarily due to successful sales of other real estate owned. The increase in investment and brokerage services income and fiduciary activities income was due to an increase in the demand for those services. The increase in loan servicing income was primarily due to the reversal of mortgage servicing impairment expense and increases in fee income, partially offset by a decrease in mortgage servicing assets recorded. The increase in ATM fees and signature based transaction fees was primarily due to an increase in the volume of transactions. The increase in gains on sales of available-for-sale securities was primarily due to increased values of securities sold. The increase in other income is primarily due to increases in miscellaneous income, gain on sale of land, rental income, and deferred compensation insurance earnings, partially offset by decreases in letter of credit deferred fees. The decrease in service charges on deposit accounts was primarily due to decreases in service charges on checking accounts, partially offset by increases in analysis service charges, decreases in waived fees, and increases in wire transfer fees and check cashing fees. The decrease in gains on sales of loans held-for-sale was primarily due to decreased sales volume of loans held-for-sale.

Other operating income was up 23.6% for the three-month period ended September 30, 2011 from the same period in 2010, increasing from $1,985,000 to $2,454,000.

This increase was primarily due to increases in investment and brokerage services income, fiduciary activities income, ATM fees, signature based transaction fees, gains on sales of available for sale securities, and other income, which was partially offset by decreases in service charges on deposit accounts and gains on sales of loans held-for-sale. The increase in investment and brokerage services income and fiduciary activities income was due to an increase in the demand for those services. The increase in ATM fees and signature based transaction fees was primarily due to an increase in the volume of transactions. The increase in gains on sales of available-for-sale securities was primarily due to an increased number of securities sold. The increase in other income is primarily due to increases in miscellaneous income, gain on sale of land, rental income, and deferred compensation insurance earnings, partially offset by decreases in merchant fees. The decrease in service charges on deposit accounts was primarily due to decreases in service charges on checking accounts and analysis service charges, partially offset by increases in return item fees. The decrease in gains on sales of loans held-for-sale was primarily due to decreased sales volume of loans held-for-sale.

Other Operating Expenses

Total other operating expenses were down 6.3% for the nine-month period ended September 30, 2011 from the same period in 2010, decreasing from $21,346,000 to $20,008,000.

The decrease was primarily due to decreases in occupancy and equipment expense, data processing expense, other real estate owned expense and impairment, and other miscellaneous operating expense, which was partially offset by increases in salaries and employee benefits, stationary and supplies, advertising, and directors’ fees. The decrease in occupancy and equipment was primarily due to decreases in rent expense, depreciation expense, and utilities expense, which was partially offset by increases in branch moving expense and common area maintenance expense. The decrease in data processing was primarily due to a reduction in general data processing costs, partially offset by an increase in service contract costs for hardware and software. The decrease in other real estate owned expense and impairment was primarily due to a decrease in write-downs, partially offset by an increase in maintenance expenses. The decrease in other miscellaneous operating expense was primarily due to decreases in FDIC assessments, legal fees, loan origination expense, sundry losses, and loan collection expense, which was partially offset by increases in accounting and audit fees and other miscellaneous expenses. The decrease in loan collection expense was due to a decrease in activities requiring loan collection. The increase in salaries and employee benefits was primarily due to an increase in profit sharing expense, which was partially offset by decreases in regular salaries, loan origination costs, and stock compensation expense. The increase in directors’ fees is primarily due to the increase in the number of meetings and number of directors receiving fees.

Total other operating expenses were down 3.1% for the three-month period ended September 30, 2011 from the same period in 2010, decreasing from $7,006,000 to $6,788,000.

The decrease was primarily due to decreases in occupancy and equipment expense, data processing expense, other real estate owned expense and impairment, and other miscellaneous operating expense, which was partially offset by increases in salaries and employee benefits, stationary and supplies, and advertising. The decrease in occupancy and equipment was primarily due to decreases in rent expense and contract pricing, which was partially offset by an increase in common area maintenance expense. The decrease in data processing was primarily due to a reduction in general data processing costs, partially offset by an increase in service contract costs for hardware and software. The decrease in other real estate owned expense and impairment was primarily due to a decrease in write-downs, partially offset by an increase in maintenance expenses. The decrease in other miscellaneous operating expense was primarily due to decreases in FDIC assessments, loan origination expense, and loan collection expense, which was partially offset by increases in consulting fees. The decrease in loan collection expense was due to a decrease in activities requiring loan collection. The increase in salaries and employee benefits was primarily due to increases in regular salaries, commissions, and profit sharing expense, which was partially offset by a decrease in stock compensation.

The following table sets forth other miscellaneous operating expenses by category for the three-month and nine-month periods ended September 30, 2011 and 2010.

	(in thousands)

	Three		Three		Nine			Nine
	months		months		months			months
	ended		ended		ended			ended
	September 30,		September 30,		September 30,			September 30,
	2011		2010		2011			2010
Other miscellaneous operating expenses
Recovery of provision for unfunded loan commitments expense	$	—	$	—	$	(24	)	$	—
FDIC assessments		169		274		641			847
Contributions		22		22		65			72
Legal fees		43		81		170			280
Accounting and audit fees		81		62		277			194
Consulting fees		136		63		294			194
Postage expense		71		80		263			274
Telephone expense		49		48		155			161
Public relations		50		46		117			123
Training expense		26		22		84			65
Loan origination expense		99		245		157			392
Computer software depreciation		41		34		127			124
Sundry losses		94		81		110			431
Loan collection expense		56		158		150			690
Other miscellaneous expense		381		341		1,116			994

Total other miscellaneous operating expenses	$	1,318	$	1,557	$	3,702		$	4,841

Income Taxes

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

In the nine months ended September 30, 2011, the Company’s expense for income taxes increased $901,000 from the same period last year, from a $400,000 benefit to an expense of $501,000. Although the Company generated net income in the prior period, the Company realized a tax benefit primarily due to the recordation of various tax credits.

In the three months ended September 30, 2011, the Company’s expense for income taxes increased $263,000 from the same period last year, from an $8,000 benefit to an expense of $255,000. Although the Company generated net income in the prior period, the Company realized a tax benefit primarily due to the recordation of various tax credits.

The increase in expense for income taxes for the period presented is primarily attributable to the respective level of earnings combined with the interim effective tax rate and the incidence of allowable deductions, in particular non-taxable municipal bond income, tax credits generated from low-income housing investments, solar tax credits, 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, 2011		December 31, 2010

Undisbursed loan commitments		$	146,132	$	140,408
Standby letters of credit			1,284		3,739
Commitments to sell loans			10,127		1,826
		$	157,543	$	145,973

The reserve for unfunded lending commitments amounted to $718,000 and $742,000 at September 30, 2011 and December 31, 2010, respectively. The reserve for unfunded lending commitments is included in other liabilities.

Asset Quality

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 and improbable.

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

The following tables summarize the Company’s non-accrual loans net of guarantees of the State of California and U.S. Government by loan category at September 30, 2011, June 30, 2011, March 31, 2011 and December 31, 2010.

	At September 30, 2011						At June 30, 2011
	Gross		Guaranteed		Net		Gross		Guaranteed		Net
(dollars in thousands)


Residential mortgage	$	1,044	$	—	$	1,044	$	1,629	$	—	$	1,629
Residential construction		305		—		305		258		—		258
Commercial real estate		2,729		—		2,729		9,648		—		9,648
Agriculture		—		—		—		1,843		—		1,843
Commercial		177		46		131		624		77		547
Consumer		296		—		296		301		—		301
Total non-accrual loans	$	4,551	$	46	$	4,505	$	14,303	$	77	$	14,226

	At March 31, 2011						At December 31, 2010
	Gross		Guaranteed		Net		Gross		Guaranteed		Net
(dollars in thousands)


Residential mortgage	$	2,264	$	—	$	2,264	$	2,301	$	—	$	2,301
Residential construction		511		—		511		272		—		272
Commercial real estate		5,748		—		5,748		5,864		—		5,864
Agriculture		1,752		—		1,752		1,752		—		1,752
Commercial		1,575		77		1,498		1,817		77		1,740
Consumer		396		—		396		268		—		268
Total non-accrual loans	$	12,246	$	77	$	12,169	$	12,274	$	77	$	12,197

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 $4,551,000 at September 30, 2011 and were comprised of three residential mortgage loans totaling $1,044,000, two residential construction loans totaling $305,000, six commercial real estate loans totaling $2,729,000, four commercial loans totaling $177,000 and five consumer loans totaling $296,000. Non-accrual loans amounted to $12,274,000 at December 31, 2010 and were comprised of seven residential mortgage loans totaling $2,301,000, four residential construction loans totaling $272,000, nine commercial real estate loans totaling $5,864,000, one agricultural loan totaling $1,752,000, ten commercial loans totaling $1,817,000 and five consumer loans totaling $268,000. The decrease in non-accrual loans was primarily due to the disposition of one loan totaling $6,570,000 during the quarter ended September 30, 2011. It is generally the Company’s policy to charge-off the portion of any non-accrual loan for which the Company does not expect to collect by writing the loan down to the estimated net realizable value of the underlying collateral.

The five largest non-accrual loans as of September 30, 2011, totaled approximately $3,561,000 or 73% in principal amount of total non-accrual loans and consisted of one residential mortgage loan totaling $739,000, supported by residential property located within the Company’s market area, one residential construction loan totaling $258,000, supported by residential lots located within the Company’s market area, and three commercial real estate loans totaling $2,564,000, supported by commercial properties located within the Company’s market area. All of the underlying collateral supporting these loans is generally appraised every six months.

In comparison, the five largest non-accrual loans as of December 31, 2010, totaled approximately $7,222,000 or 58% in principal amount of total non-accrual loans and consisted of one commercial and industrial loan totaling $1,342,000, supported by the business assets of the borrower, one agricultural loan totaling $1,752,000, supported by real property and the business assets of the borrower, and three commercial real estate loans totaling $4,128,000, supported by commercial properties located within the Company’s market area.

Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Non-performing impaired loans are non-accrual loans and loans that are 90 days or more past due and still accruing. Total non-performing impaired loans at September 30, 2011 and December 31, 2010 consisting of loans on non-accrual status totaled $4,551,000 and $12,274,000, respectively. A restructuring of a loan can constitute a troubled debt restructuring if the Company for economic or legal reasons related to the borrower’s financial difficulties grants a concession to the borrower that it would not otherwise consider. A loan that is restructured in a troubled debt restructuring is considered an impaired loan. Performing impaired loans totaled $13,951,000 and $7,891,000 at September 30, 2011 and December 31, 2010, respectively. Performing impaired loans consist of loans modified as troubled debt restructurings totaling $8,260,000 and other impaired loans totaling $5,691,000 which the Company expects to collect all principal and interest due and are performing satisfactorily. The majority of the non-performing impaired loans were in management's opinion adequately collateralized based on recently obtained appraised property values or 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.

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 $7,438,000, or 50.0% to $7,441,000 during the first nine months of 2011. Non-performing assets net of guarantees represent 0.9% of total assets at September 30, 2011.

	At September 30, 2011							At June 30, 2011
	Gross		Guaranteed		Net			Gross		Guaranteed		Net
(dollars in thousands)


Non-accrual loans	$	4,551	$	46	$	4,505		$	14,303	$	77	$	14,226
Loans 90 days past due and still accruing		349		—		349			—		—		—

Total non-performing loans		4,900		46		4,854			14,303		77		14,226
Other real estate owned		2,587		—		2,587			1,682		—		1,682
Total non-performing assets		7,487		46		7,441			15,985		77		15,908

Non-performing loans to total loans						1.10	%						3.22	%
Non-performing assets to total assets						0.97	%						2.13	%
Allowance for loan and lease losses to non-performing loans						235.61	%						75.80	%

	At March 31, 2011							At December 31, 2011
	Gross		Guaranteed		Net			Gross		Guaranteed		Net
(dollars in thousands)


Non-accrual loans	$	12,246	$	77	$	12,169		$	12,274	$	77	$	12,197
Loans 90 days past due and still accruing		—		—		—			—		—		—

Total non-performing loans		12,246		77		12,169			12,274		77		12,197
Other real estate owned		2,664		—		2,664			2,682		—		2,682
Total non-performing assets		14,910		77		14,833			14,956		77		14,879

Non-performing loans to total loans						2.81	%						2.69	%
Non-performing assets to total assets						1.98	%						2.02	%
Allowance for loan and lease losses to non-performing loans						96.24	%						90.51	%

The Company had $349,000 and $0 loans 90 days past due and still accruing at September 30, 2011 and December 31, 2010, respectively.

Non-performing assets is comprised of non-performing loans, discussed above, and other real estate owned (OREO). OREO is made up 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.

OREO amounted to $2,587,000 and $2,682,000 for the periods ended September 30, 2011 and December 31, 2010, respectively. The decrease in OREO at September 30, 2011 from the balance at December 31, 2010 was due, for the most part, to the disposition of ten OREO properties, which was partially offset by the addition of six OREO properties.

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 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-month periods ended September 30, 2011 and 2010, and for the year ended December 31, 2010.

Analysis of the Allowance for Loan Losses
(Amounts in thousands, except percentage amounts)

	Nine months ended September 30,						Year ended December 31,
	2011			2010			2010

Balance at beginning of period	$	11,039		$	11,916		$	11,916
Provision for loan losses		3,670			3,303			4,914
Loans charged-off:
Commercial		(911	)		(941	)		(1,930	)
Commercial Real Estate		(1,414	)		(227	)		(1,491	)
Agriculture		(610	)		(368	)		(736	)
Residential mortgage		(228	)		(715	)		(715	)
Residential construction		(198	)		(731	)		(830	)
Consumer loans to individuals		(681	)		(861	)		(914	)

Total charged-off		(4,042	)		(3,843	)		(6,616	)

Recoveries:
Commercial		141			516			540
Commercial Real Estate		275			2			1
Agriculture		140			360			78
Residential mortgage		11			—			22
Residential construction		53			6			6
Consumer loans to individuals		150			144			178

Total recoveries		770			1,028			825

Net charge-offs		(3,272	)		(2,815	)		(5,791	)

Balance at end of period	$	11,437		$	12,404		$	11,039

Ratio of net charge-offs
To average loans outstanding during the period		(0.74	%)		(0.60	%)		(1.27	%)
Allowance for loan losses
To total loans at the end of the period		2.60	%		2.67	%		2.44	%
To non-performing loans at the end of the period		233.41	%		96.24	%		89.94	%

Deposits

Deposits are one of the Company’s primary sources of funds. At September 30, 2011, the Company had the following deposit mix: 31.4% in savings and MMDA deposits, 15.6% in time deposits, 23.6% in interest-bearing transaction deposits and 29.4% 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 $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, 2011 and December 31, 2010 are summarized as follows:

	(in thousands)
	September 30, 2011		December 31, 2010
Three months or less	$	17,036	$	22,357
Over three to twelve months		40,872		33,632
Over twelve months		7,089		12,865
Total	$	64,997	$	68,854

The decrease in time certificates of deposit (CD's) of $100,000 or more is primarily attributable to the maturities of time deposits.

Liquidity and Capital Resources

In order to serve our market area, the Company must maintain adequate liquidity and adequate capital. Liquidity is measured by various ratios, in management’s opinion, the most common being the ratio of net loans to deposits (including loans held-for-sale). This ratio was 65.1% on September 30, 2011. In addition, on September 30, 2011, the Company had the following short-term investments: $2,439,000 in securities due within one year or less; and $26,044,000 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 $34,000,000 at September 30, 2011; additionally, the Company has a line of credit with the Federal Home Loan Bank (the “FHLB”), with a borrowing capacity at September 30, 2011 of $139,337,000. The line of credit with FHLB is 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.

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, 2011, 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, 2011.

	(amounts in thousands except percentage amounts)
	Actual					Well Capitalized
						Ratio
	Capital		Ratio			Requirement
Leverage	$	75,084		10.05	%		5.0	%
Tier 1 Risk-Based	$	75,084		16.16	%		6.0	%
Total Risk-Based	$	80,971		17.42	%		10.0	%

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, 2011, from those presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, 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, 2011. This conclusion is based on an evaluation conducted under the supervision and with the participation of management.

(b) During the quarter ended September 30, 2011, 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

In addition to the other information set forth in this report, you should carefully consider the risk factors set forth in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2010, and in Part II, “Item 1A. Risk Factors” in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011, which could materially affect our business, financial condition or future results and the following information:

The failure of the European Union to stabilize the fiscal condition and creditworthiness of its weaker member economies, such as Greece, Portugal, Spain, Hungary, Ireland, and Italy, could have international implications potentially impacting global financial institutions, the financial markets, and the economic recovery underway in the U.S.

Certain European Union member states have fiscal obligations greater than their fiscal revenue, which has caused investor concern over such countries ability to continue to service their debt and foster economic growth. Currently, the European debt crisis has caused credit spreads to widen in the fixed income debt markets, and liquidity to be less abundant. A weaker European economy may transcend Europe, cause investors to lose confidence in the safety and soundness of European financial institutions and the stability of European member economies, and likewise affect U.S.-based financial institutions, the stability of the global financial markets and the economic recovery underway in the U.S. Should the U.S. economic recovery be adversely impacted by these factors, loan and asset growth at U.S. financial institutions, like us, could be affected.

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

(a) On September 15, 2011, First Northern Community Bancorp (the “Company”) issued and sold to the Secretary of the Treasury, for an aggregate purchase price of $22,847,000, 22,847 shares of the Company’s Non-Cumulative Perpetual Preferred Stock, Series A (the “SBLF Shares”). The SBLF Shares were issued in a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

(b) On September 15, 2011, the Company redeemed (repurchased) from the U.S. Treasury, using the partial proceeds from the issuance of the SBLF Shares all 17,390 outstanding shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, liquidation amount $1,000 per share, for a redemption price of $17,390,000, plus accrued but unpaid dividends at the date of redemption.

ITEM 6. – EXHIBITS

Exhibit Number		Description of Document
3.1		Certificate of Determination (incorporated by reference to Exhibit 3.1 to First Northern Community Bancorp’s (the Registrant’s”) Current Report of Form 8-K filed September 21, 2011.)

3.2		Amendment to Amended Articles of Incorporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report of Form 8-K filed September 21, 2011.)

10.1		Securities Purchase Agreement between the Company and Treasury dated September 15, 2011 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report of Form 8-K filed September 21, 2011.)

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**		Pursuant to Rule 405 of Regulation S-T, the following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, is formatted in XBRL interactive data files: (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Income; (iii) Condensed Consolidated Statement of Stockholders’ Equity and Comprehensive Income; (iv) Condensed Consolidated Statements of Cash Flows; and (iv) Notes to Condensed Consolidated Financial Statements.

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

** In accordance with Rule 406T of Regulation S-T, the information furnished in these exhibits will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such exhibits will not be deemed to be incorporated by reference into any filing under the Securities Act or Exchange Act.

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 10, 2011	By:	/s/ Jeremiah Z. Smith

			Jeremiah Z. Smith, Executive Vice President / Chief Financial Officer
			(Principal Financial Officer and Duly Authorized Officer)

TABLE OF CONTENTS

Part I Financial Information Item I Financial Statements (unaudited)Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II Other Information Item 1 - Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 6. Exhibits

Exhibits

31.1 Rule13a 14(a)Certification of Chief Executive Officer 31.2 Rule13a 14(a)Certification of Chief Financial Officer 32.1* Statement of the Chief Executive Officer under Section906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section1350) 32.2* Statement of the Chief Financial Officer under Section906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section1350)

FNRN 10-Q Quarter ended Sept. 30, 2011

Exhibits