First Northern Community Bancorp 10-K/A, filed Mar 16, 2022
First Northern Community Bancorp (FNRN)
10-K/A
2022-03-16
For: 2021-12-31
View Original
Added on
April 06, 2026
About this 10-K/A
First Northern Community Bancorp filed this 10-K/A on March 16, 2022, covering the fiscal year ended December 31, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
For the Fiscal Year Ended December 31, 2021
OR
For the transition period from _________ to __________.
Commission File Number 000-30707
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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(Address of principal executive offices)
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(Zip Code)
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(Registrant’s telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbols(s)
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Name of each exchange on which registered
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None
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Not Applicable
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Not Applicable
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Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes ☐
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
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Yes ☐
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
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No ☐
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Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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No ☐
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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(Do not check if smaller reporting company)
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes
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No ☒
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The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant on June 30, 2021 (based upon the last
reported sales price of such stock on the OTC Markets on June 30, 2021) was $139,650,593 .
The number of shares of the registrant’s Common Stock outstanding as of March 7, 2022 was 13,267,243 .
DOCUMENTS INCORPORATED BY REFERENCE
Items 10, 11, 12 (as to security ownership of certain beneficial owners and management), 13 and 14 of Part III incorporate by reference
information from the registrant’s proxy statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for the registrant’s 2022 Annual Meeting of Shareholders.
Explanatory Note
We are filing this Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the
Securities and Exchange Commission (SEC) on March 14, 2022 (the “Original Form 10-K”), solely to correct an inadvertent error in the content of Exhibit 23.1, Consent of Independent Registered Public Accounting Firm (the “Consent”). This Amendment
No. 1 on Form 10-K/A is being filed solely for the purpose of filing herewith as Exhibit 23.1 a revised Consent of Moss Adams LLP , our
independent auditors, in Sacramento, California (PCAOB ID ). The revised Consent filed herewith as Exhibit 23.1 supersedes and replaces Exhibit 23.1 filed with the Original Form 10-K. The purpose of this revision is to correct the inadvertent
omission of Registration Statement No. 333-262318 from Moss Adams’ original Consent dated March 11, 2022.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Form 10-K/A also contains
new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with
respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted.
Other than the revision to the Consent, no other changes have been made to the Original Form 10-K. This Amendment No. 1 does not
reflect subsequent events occurring after the filing date of the Original Form 10-K or modify or update in any way disclosures made in the Original Form 10-K. This Amendment No. 1 should be read in conjunction with the Original Form 10-K.
PART IV
ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements:
Reference is made to the Index to Financial Statements under Item 8 in Part II of this Form 10-K.*
(a)(2) Financial Statement Schedules:
All schedules to the Company’s Consolidated Financial Statements are omitted because of the absence of the conditions under which they are required
or because the required information is included in the Consolidated Financial Statements or accompanying notes.*
(a)(3) Exhibits:
See the Exhibit Index immediately following the signature page of this report.
* Previously filed with our Original Form 10-K, filed with the SEC on March 14, 2022, which is being amended hereby. There are no financial statements
included in this Form 10-K/A.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this
Amendment No. 1 to this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 15, 2022.
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FIRST NORTHERN COMMUNITY BANCORP
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By:
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/s/ Kevin Spink
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Kevin Spink
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Executive Vice President/Chief Financial Officer
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(Principal Financial Officer and Principal Accounting Officer)
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INDEX TO EXHIBITS
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Exhibit
Number
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Description
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Consent of independent registered public accounting firm – provided herewith
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Rule 13(a) – 14(a) / 15(d) –14(a) Certification of the Company’s Chief Executive Officer – provided herewith
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Rule 13(a) – 14(a) / 15(d) –14(a) Certification of the Company’s Chief Financial Officer – provided herewith
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EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
First Northern Community Bancorp
We consent to the incorporation by reference in the Registration Statements (Form S-8, No. 333-37874, No. 333-136977, No. 333-207951, and No. 333-262318) of
First Northern Community Bancorp of our report dated March 11, 2022, relating to the consolidated financial statements of First Northern Community Bancorp as of December 31, 2021 and 2020 and for the years then ended December 31, 2021, which report
appears in the Annual Report on Form 10-K of First Northern Community Bancorp for the year ended December 31, 2021.
/s/ Moss Adams LLP
Sacramento, California
March 11, 2022
EXHIBIT 31.1
Rule 13(a) – 14(a) / 15(d) –14(a) Certification
I, Louise A. Walker, certify that:
1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K of First Northern Community Bancorp; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Date: March 15, 2022
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/s/ Louise A. Walker
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Louise A. Walker
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President and Chief Executive Officer
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EXHIBIT 31.2
Rule 13(a) – 14(a) / 15(d) –14(a) Certification
I, Kevin Spink, certify that:
1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K of First Northern Community Bancorp; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
Date: March 15, 2022
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/s/ Kevin Spink
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Kevin Spink
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Executive Vice President/
Chief Financial Officer
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