Equibles

10-Q

FIRST NORTHERN COMMUNITY BANCORP (FNRN)

10-Q 2023-08-10 For: 2023-06-30
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the Quarterly Period Ended June 30, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE<br> 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,<br> Dixon, California 95620
--- ---
(Address of principal executive offices) (Zip Code)

707 -678-3041

(Registrant’s telephone number including area code)

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

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

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

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Yes ☐ No  ☒

The number of shares of Common Stock outstanding as of August 7, 2023 was 14,720,633.

FIRST NORTHERN COMMUNITY BANCORP

INDEX

Page
PART I   – Financial Information 3
ITEM I. – Financial Statements (Unaudited) 3
Condensed Consolidated Balance Sheets (Unaudited) 3
Condensed Consolidated Statements of Income (Unaudited) 4
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) 5
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) 6
Condensed Consolidated Statements of Cash Flows (Unaudited) 7
Notes to Condensed Consolidated Financial Statements 8
ITEM 2. – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 37
ITEM 3. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 55
ITEM 4. – CONTROLS AND PROCEDURES 55
PART II – OTHER INFORMATION 55
ITEM 1. – LEGAL PROCEEDINGS 55
ITEM 1A. – RISK FACTORS 55
ITEM 2. – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 58
ITEM 3. – DEFAULTS UPON SENIOR SECURITIES 58
ITEM 4. – MINE SAFETY DISCLOSURES 58
ITEM 5. – OTHER INFORMATION 58
ITEM 6. – EXHIBITS 58
SIGNATURES 59

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PART I – FINANCIAL INFORMATION

FIRST NORTHERN COMMUNITY BANCORP

ITEM I.    –

    FINANCIAL STATEMENTS \(UNAUDITED\)

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share amounts) December 31, 2022
Assets
Cash and cash equivalents 204,806 $ 187,417
Certificates of deposit 21,192 20,948
Investment securities – available-for-sale, at estimated fair value, net of allowance for credit losses of 0 587,660 618,092
Loans, net of allowance for credit losses of 15,579 at June 30, 2023 and 14,792 at December 31, 2022 1,017,721 970,138
Loans held-for-sale 1,011 —
Stock in Federal Home Loan Bank and other equity securities, at cost 10,518 9,440
Premises and equipment, net 9,769 6,122
Core deposit intangible 4,593 —
Interest receivable and other assets 56,213 59,204
Total Assets 1,913,483 $ 1,871,361
Liabilities and Stockholders’ Equity
Liabilities:
Demand deposits 781,041 $ 775,173
Interest-bearing transaction deposits 423,312 448,039
Savings and MMDA’s 444,126 459,307
Time, 250,000 or less 96,233 35,115
Time, over 250,000 13,964 9,240
Total deposits 1,758,676 1,726,874
Interest payable and other liabilities 18,077 19,447
Total Liabilities 1,776,753 1,746,321
Commitments and contingencies (Note 7)
Stockholders’ Equity:
Common stock, no<br> par value; 32,000,000 shares authorized at June 30, 2023, 16,000,000 shares authorized at December 31, 2022; 14,720,633 shares<br> issued and outstanding at June 30, 2023 and 14,652,584 shares issued and outstanding at December 31, 2022 116,632 116,099
Additional paid-in capital 977 977
Retained earnings 63,326 54,492
Accumulated other comprehensive loss, net (44,205 ) (46,528 )
Total Stockholders’ Equity 136,730 125,040
Total Liabilities and Stockholders’ Equity 1,913,483 $ 1,871,361

All values are in US Dollars.

See notes to unaudited condensed consolidated financial statements.

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Index

FIRST NORTHERN COMMUNITY BANCORP

CONDENSED CONSOLIDATED

  STATEMENTS OF INCOME \(UNAUDITED\)
(in thousands, except per share amounts) Three months<br><br> <br>ended<br><br> <br>June 30, 2023 Three months<br><br> <br>ended<br><br> <br>June 30, 2022 Six months<br><br> <br>ended<br><br> <br>June 30, 2023 Six months<br><br> <br>ended<br><br> <br>June 30, 2022
Interest and dividend income:
Loans $ 13,722 $ 10,465 $ 25,099 $ 20,122
Due from banks interest bearing accounts 2,503 509 4,903 675
Investment securities
Taxable 2,673 1,933 5,356 3,661
Non-taxable 220 206 493 384
Other earning assets 165 106 343 224
Total interest and dividend income 19,283 13,219 36,194 25,066
Interest expense:
Deposits 1,501 211 2,431 420
Total interest expense 1,501 211 2,431 420
Net interest income 17,782 13,008 33,763 24,646
Provision for credit losses 2,600 300 2,600 600
Net interest income after provision for loan losses 15,182 12,708 31,163 24,046
Non-interest income:
Service charges on deposit accounts 411 451 823 894
Gains on sales of loans held-for-sale 13 50 31 118
Investment and brokerage services income 130 145 251 306
Mortgage brokerage income — 11 10 11
Loan servicing income 66 107 130 491
Debit card income 727 657 1,381 1,280
Losses on sales/calls of available-for-sale securities (66 ) (152 ) (64 ) (152 )
Gain on bargain purchase — — 1,405 —
Other income 225 223 412 462
Total non-interest income 1,506 1,492 4,379 3,410
Non-interest expenses:
Salaries and employee benefits 6,471 5,731 13,276 11,414
Occupancy and equipment 1,057 883 2,074 1,749
Data processing 997 836 2,016 1,675
Stationery and supplies 69 64 169 128
Advertising 65 74 211 177
Directors’ fees 85 73 151 136
Amortization of core deposit intangible 226 — 377 —
Other expense 1,397 1,667 3,377 3,151
Total non-interest expenses 10,367 9,328 21,651 18,430
Income before provision for income taxes 6,321 4,872 13,891 9,026
Provision for income taxes 1,757 1,326 3,838 2,439
Net income $ 4,564 $ 3,546 $ 10,053 $ 6,587
Basic earnings per common share $ 0.32 $ 0.25 $ 0.70 $ 0.46
Diluted earnings per common share $ 0.31 $ 0.24 $ 0.69 $ 0.45

See notes to unaudited condensed consolidated financial statements.

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Index

FIRST NORTHERN COMMUNITY BANCORP

CONDENSED CONSOLIDATED STATEMENTS OF

    COMPREHENSIVE INCOME \(LOSS\) \(UNAUDITED\)
(in thousands) Three months<br><br> <br>ended<br><br> <br>June 30, 2022 Six months<br><br> <br>ended<br><br> <br>June 30, 2023 Six months<br><br> <br>ended<br><br> <br>June 30, 2022
Net income 4,564 $ 3,546 $ 10,053 $ 6,587
Other comprehensive income (loss), net of tax:
Unrealized holding (losses) gains arising during the period, net of tax effect of (1,570) and (4,335) for the three months ended June 30,<br> 2023 and June 30,<br> 2022, respectively, and 952<br> and (12,389) for the six<br> months ended June 30, 2023<br> and June 30, 2022,<br> respectively (3,736 ) (10,749 ) 2,278 (30,712 )
Less: reclassification adjustment due to losses realized on sales of securities, net of tax effect of 20 and 44 for the three months<br> ended June 30, 2023<br> and June 30, 2022,<br> respectively, and 19 and 44<br> for the six months ended June 30, 2023 and June 30, 2022, respectively 46 108 45 108
Other comprehensive income (loss), net of tax (3,690 ) $ (10,641 ) $ 2,323 $ (30,604 )
Comprehensive income (loss) 874 $ (7,095 ) $ 12,376 $ (24,017 )

All values are in US Dollars.

See notes to unaudited condensed consolidated financial statements.

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FIRST NORTHERN COMMUNITY BANCORP

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except share data)

Common Stock Additional<br><br> <br>Paid-in Retained Accumulated<br><br> <br>Other<br><br> <br>Comprehensive<br><br> <br>Income (Loss),
Shares Amounts Capital Earnings net of tax Total
Balance<br> at December 31, 2021 13,848,904 $ 109,793 $ 977 $ 44,338 $ (4,197 ) $ 150,911
Net income 3,041 3,041
Other comprehensive loss, net of taxes (19,963 ) (19,963 )
Stock dividend adjustment 3,276 366 (366 ) —
Cash in lieu of fractional shares (161 ) (8 ) (8 )
Stock-based compensation 164 164
Common shares issued related to restricted stock grants 67,596 — —
Stock options exercised, net 11,615 — —
Stock repurchase and retirement (1,401 ) (15 ) (15 )
Balance at March 31, 2022 13,929,829 $ 110,308 $ 977 $ 47,005 $ (24,160 ) $ 134,130
Net income 3,546 3,546
Other comprehensive loss, net of taxes (10,641 ) (10,641 )
Stock-based compensation 168 168
Common shares issued related to restricted stock grants 1,500 — —
Stock repurchase and retirement (7,280 ) (69 ) (69 )
Balance at June 30, 2022 13,924,049 $ 110,407 $ 977 $ 50,551 $ (34,801 ) $ 127,134
Balance at December 31, 2022 14,652,584 $ 116,099 $ 977 $ 54,492 $ (46,528 ) $ 125,040
Cumulative change from adoption of ASU 2016-13 on January 1, 2023 (916 ) (916 )
Balance at January 1, 2023 (as adjusted for adoption of accounting standard) 14,652,584 116,099 977 53,576 (46,528 ) 124,124
Net income 5,489 5,489
Other comprehensive income, net of taxes 6,013 6,013
Stock dividend adjustment 3,525 296 (296 ) —
Cash in lieu of fractional shares (164 ) (7 ) (7 )
Stock-based compensation 192 192
Common shares issued related to restricted stock grants 72,242 — —
Stock options exercised, net of swapped shares 11,000 — —
Stock repurchase and retirement (3,580 ) (26 ) (26 )
Balance at March 31, 2023 14,735,607 $ 116,561 $ 977 $ 58,762 $ (40,515 ) $ 135,785
Net income 4,564 4,564
Other comprehensive loss, net of taxes (3,690 ) (3,690 )
Stock-based compensation 188 188
Common shares issued related to restricted stock grants 1,500 —
Stock repurchase and retirement (16,474 ) (117 ) (117 )
Balance at June 30, 2023 14,720,633 $ 116,632 $ 977 $ 63,326 $ (44,205 ) $ 136,730

See notes to unaudited condensed consolidated financial statements.

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FIRST NORTHERN COMMUNITY BANCORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)
Six months ended<br><br> <br>June 30, 2023 Six months ended<br><br> <br>June 30, 2022
Cash Flows From Operating Activities
Net income $ 10,053 $ 6,587
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 480 383
Accretion and amortization of investment securities premiums and discounts, net 1,150 2,523
Valuation adjustment on mortgage servicing rights — (276 )
Increase (decrease)  in deferred loan origination fees and costs, net 553 (2,252 )
Amortization of core deposit intangible 377 —
Provision for credit losses 2,600 600
Stock-based compensation 380 332
Losses on sales/calls of available-for-sale securities 64 152
Amortization of operating lease right-of-use asset 536 560
Gains on sales of loans held-for-sale (31 ) (118 )
Proceeds from sales of loans held-for-sale 1,945 8,796
Originations of loans held-for-sale (2,925 ) (7,615 )
Gain on bargain purchase (1,405 ) —
Changes in assets and liabilities:
Decrease (increase) in interest receivable and other assets 828 (1,634 )
Decrease in interest payable and other liabilities (1,617 ) (2,139 )
Net cash provided by operating activities 12,988 5,899
Cash Flows From Investing Activities
Proceeds from calls or maturities of available-for-sale securities 15,265 8,590
Proceeds from sales of available-for-sale securities 16,986 6,349
Principal repayments on available-for-sale securities 36,202 54,926
Purchases of available-for-sale securities (35,941 ) (121,041 )
Proceeds from maturities of certificates of deposit 1,963 3,926
Proceeds from sales of certificates of deposit — 493
Purchases of certificates of deposit (2,207 ) (2,480 )
Net increase in loans (46,730 ) (77,565 )
Purchases of Federal Home Loan Bank stock and other equity securities, at cost (1,078 ) (2,343 )
Purchases of premises and equipment (506 ) (12 )
Cash and cash equivalents acquired in acquisition 103,425 —
Net cash provided by (used in) investing activities 87,379 (129,157 )
Cash Flows From Financing Activities
Net (decrease) increase in deposits (82,828 ) 22,893
Cash dividends paid in lieu of fractional shares (7 ) (8 )
Repurchases of common stock (143 ) (84 )
Net cash (used in) provided by financing activities (82,978 ) 22,801
Net increase (decrease) in Cash and Cash Equivalents 17,389 (100,457 )
Cash and Cash<br> Equivalents, beginning of period 187,417 345,929
Cash and Cash<br> Equivalents, end of period $ 204,806 $ 245,472
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ 2,000 $ 395
Income taxes — 2,610
Supplemental disclosures of non-cash investing and financing activities:
Stock dividend distributed 5,652 6,992
Unrealized holding gains (losses) on available for sale securities, net of taxes 2,323 (30,604 )
Market value of shares tendered in-lieu of cash to pay for exercise of options 81 65
Recognition of right-of-use assets obtained in exchange for operating lease liabilities 245 707
Non-cash assets acquired (liabilities assumed) in acquisition:
Total assets acquired 12,612 —
Total liabilities assumed (115,916 ) —

See notes to unaudited condensed consolidated financial statements.

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FIRST NORTHERN COMMUNITY BANCORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022 and December 31, 2022

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 for interim financial information and have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission.  Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  The results of operations for any interim period are not necessarily indicative of results expected for the full year.  These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the Securities and Exchange Commission (“SEC”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as reported amounts of revenue and expense during the reporting period.  Actual results could differ from those estimates.  All material intercompany balances and transactions have been eliminated in consolidation.

2. ACCOUNTING POLICIES

The most significant accounting policies followed by the Company are presented in Note 1 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined.

The following accounting policies were updated from those disclosed in the Form 10-K for the year ended December 31, 2022 and were effective as of January 1, 2023.

Allowance for Credit Losses – Available-For-Sale Securities

For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For debt securities available-for-sale that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Accrued interest receivable on available-for-sale debt securities is excluded from the estimate of credit losses. Accrued interest receivable on available-for-sale debt securities totaled $1,999,000 and $2,151,000 as of June 30, 2023 and December 31, 2022, respectively, and is included in interest receivable and other assets on the Condensed Consolidated Balance Sheet.

Allowance for Credit Losses – Loans

The allowance for credit losses (ACL) is a valuation account that is deducted from the loan’s amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the recorded loan balance is confirmed as uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

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Index

Management estimates the ACL using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. In determining the ACL, accruing loans with similar risk characteristics are generally evaluated collectively. To estimate expected losses the Company generally utilizes historical loss trends and the remaining contractual lives of the loan portfolios to determine estimated credit losses through a reasonable and supportable forecast period. Individual loan credit quality indicators, including historical credit losses, have been statistically correlated with various econometrics, including California unemployment rate, and California gross domestic product. Model forecasts may be adjusted for inherent limitations or biases that have been identified through independent validation and back-testing of model performance to actual realized results. The Company utilized a reasonable and supportable forecast period of approximately eight quarters and obtained the forecast data from Moody’s Analytics. The Company also considered the impact of portfolio concentrations, changes in underwriting practices, imprecision in its economic forecasts, and other risk factors that might influence its loss estimation process.

Loans that do not share similar risk characteristics are individually evaluated by management for potential impairment. Included in loans individually evaluated are collateral dependent loans. A loan is considered to be collateral dependent when repayment is expected to be provided substantially through the operation or sale of the collateral. Collateral dependent loans are considered to have unique risk characteristics and are individually evaluated. The ACL on collateral dependent loans is measured using the fair value of the underlying collateral, adjusted for costs to sell when applicable, less the amortized cost basis of the financial asset. If the value of underlying collateral is determined to be less than the recorded amount of the loan, a charge-off will be taken.

The ACL is measured on a collective (pool) basis when similar risk characteristics exist. The Company has identified the following portfolio segments to evaluate and measure the ACL:

Commercial:

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

Commercial Real Estate:

Commercial real estate loans generally fall into two categories: owner-occupied and non-owner occupied.  Loans secured by owner-occupied real estate are primarily susceptible to changes in the market conditions of the related business.  This may be driven by, among other things, industry changes, geographic business changes, changes in the individual financial capacity of the business owner, general economic conditions, and changes in business cycles. These same risks apply to commercial loans whether secured by equipment, receivables or other personal property or unsecured.  Problem commercial real estate loans are generally identified by periodic review of financial information that may include financial statements, tax returns, payment history of the borrower, and site inspections.  Based on this information, the Company may decide to take any of several courses of action, including demand for repayment, requiring the borrower to provide a significant principal payment and/or additional collateral or requiring similar support from guarantors. Notwithstanding, when repayment becomes unlikely based on the borrower’s income and cash flow, repossession or foreclosure of the underlying collateral may become necessary.  Losses on loans secured by owner occupied real estate, equipment, or other personal property generally are dictated by the value of underlying collateral at the time of default and liquidation of the collateral.  When default is driven by issues related specifically to the business owner, collateral values tend to provide better repayment support and may result in little or no loss. Alternatively, when default is driven by more general economic conditions, underlying collateral generally has devalued more and results in larger losses due to default.  Loans secured by non-owner occupied real estate are primarily susceptible to risks associated with swings in occupancy or vacancy and related shifts in lease rates, rental rates or room rates. Most often, these shifts are a result of changes in general economic or market conditions or overbuilding and resulting over-supply of space.  Losses are dependent on the value of underlying collateral at the time of default.  Values are generally driven by these same factors and influenced by interest rates and required rates of return as well as changes in occupancy costs.  Collateral values may be determined by appraisals obtained through Bank-approved, licensed appraisers, qualified independent third parties, sales invoices, or other appropriate means.

Agriculture:

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

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Residential mortgage loans:  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.

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

Consumer:

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, inflation and demand shifts.

Unfunded commitments: The estimated credit losses associated with these unfunded lending commitments is calculated using the same models and methodologies noted above and incorporate utilization assumptions at time of default. The reserve for unfunded commitments is maintained on the condensed consolidated balance sheet in other liabilities.

Accrued interest receivable on loans is not included in the calculation of the allowance for credit losses. Accrued interest receivable on loans totaled $4,387,000 and $3,594,000 as of June 30, 2023 and December 31, 2022, respectively, and is included in interest receivable and other assets on the Condensed Consolidated Balance Sheet.

Business Combinations

The Company accounts for acquisitions of businesses using the acquisition method of accounting. Under the acquisition method, assets acquired and liabilities assumed are recorded at their estimated fair values at the date of acquisition. Management utilizes various valuation techniques including discounted cash flow analyses to determine these fair values. Any excess of the purchase consideration over the fair value of acquired assets, including identifiable intangible assets, and liabilities assumed is recorded as goodwill and a deficit is recognized as a bargain purchase gain.

Goodwill and intangible assets acquired in a business combination and that are determined to have an indefinite useful life are not amortized, but tested for impairment at least annually or more frequently if events and circumstances exist that indicate the necessity for such impairment tests to be performed. The Company has no goodwill arising from business combinations. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Core deposit intangible assets arising from business combinations are amortized on an accelerated basis reflecting the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up. The estimated life of the core deposit intangible is approximately 10 years.

Accounting Standards Adopted in 2023

On January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments — Credit Losses

    \(Topic 326\): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss \(CECL\) methodology. The measurement of
  expected credit losses under the CECL methodology is applicable to financial assets measured at amortized costs, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for
  as insurance \(loan commitments, standby letters of credit, financial guarantees, and other similar instruments\) and net investments in certain leases. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One
  such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities, based on management’s intent to sell the security, or likelihood the Company will be required to sell the
  security, before recovery of the amortized cost basis.

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Index

Upon adoption of ASU 2016-13, the Company made the accounting policy election to not measure an estimate of credit losses on accrued interest receivable as the Company writes off any uncollectible accrued interest receivable in a timely manner.

Results for the reporting periods beginning January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. Upon adoption of CECL, the Company recognized an increase in the ACL for loans and reserve for unfunded commitments totaling $1,300,000 as a cumulative effect adjustment from change in accounting policies, with a corresponding decrease in retained earnings of $916,000, net of deferred taxes of $384,000.

On January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments—Credit Losses

    \(Topic 326\): Troubled Debt Restructurings and Vintage Disclosures.  These amendments eliminate the TDR recognition and measurement guidance and, instead, require that an entity evaluate \(consistent with the accounting for other loan
  modifications\) whether the modification represents a new loan or a continuation of an existing loan. The amendments also enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to
  borrowers experiencing financial difficulty.  For public business entities, these amendments require that an entity disclose current-period gross writeoffs by year of origination for financing receivables and net investment in leases within the scope
  of Subtopic 326-20.  Results for the reporting periods beginning January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP.

Recently Issued Accounting Pronouncements

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope.

  This ASU clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU also amends the expedients and exceptions in
  Topic 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition.  An entity may elect to apply ASU 2021-01 on contract modifications
  that change the interest rate used for margining, discounting, or contract price alignment retrospectively as of any date from the beginning of the interim period that includes March 12, 2020, or prospectively to new modifications from any date
  within the interim period that includes or is subsequent to January 7, 2021, up to the date that financial statements are available to be issued.   An entity may elect to apply ASU 2021-01 to eligible hedging relationships existing as of the
  beginning of the interim period that includes March 12, 2020, and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020.  In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform \(Topic 848\): Deferral of the Sunset Date of Topic 848.  This ASU extends the period of time preparers can utilize the reference rate reform relief guidance in Topic 848.  ASU 2022-06 defers
  the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848.  The Company is in the process of evaluating the provisions of this ASU but does not expect
  it to have a material impact on the Company’s consolidated financial statements.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value

    Measurement of Equity Securities Subject to Contractual Sale Restrictions.  These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and,
  therefore, is not considered in measuring fair value.   This ASU is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023.  The Company does not expect this ASU to have a material impact on
  the Company’s consolidated financial statements.

11

Index

3. INVESTMENT SECURITIES

The amortized cost, unrealized gains and losses and estimated fair values of investments in debt and other securities at June 30, 2023 are summarized as follows:

(in thousands) Amortized<br><br> <br> <br>cost Unrealized<br><br> <br> <br>gains Unrealized<br><br> <br> <br>losses Estimated fair<br><br> <br>value
Investment securities available-for-sale:
U.S. Treasury securities $ 115,926 $ 1 $ (5,050 ) $ 110,877
Securities of U.S. government agencies and<br> corporations 120,835 — (8,879 ) 111,956
Obligations of states and political subdivisions 48,924 2 (4,936 ) 43,990
Collateralized mortgage obligations 113,363 — (19,397 ) 93,966
Mortgage-backed securities 251,010 13 (24,152 ) 226,871
Total debt securities $ 650,058 $ 16 $ (62,414 ) $ 587,660

The amortized cost, unrealized gains and losses and estimated fair values of investments in debt and other securities at December 31, 2022 are summarized as follows:

(in thousands) Amortized<br><br> <br> <br>cost Unrealized<br><br> <br> <br>gains Unrealized<br><br> <br> <br>losses Estimated fair<br><br> <br>value
Investment securities available-for-sale:
U.S. Treasury securities $ 119,644 $ 13 $ (5,842 ) $ 113,815
Securities of U.S. government agencies and<br> corporations 128,697 20 (9,806 ) 118,911
Obligations of states and political subdivisions 58,955 13 (5,642 ) 53,326
Collateralized mortgage obligations 114,983 — (19,633 ) 95,350
Mortgage-backed securities 261,505 56 (24,871 ) 236,690
Total debt securities $ 683,784 $ 102 $ (65,794 ) $ 618,092

The Company had $9,785,000 and $6,349,000 in proceeds from sales of available-for-sale securities for the three-month periods ended June 30, 2023 and 2022, respectively.  The Company had $16,986,000

    and $6,349,000 in proceeds from sales of available-for-sale securities for the six-month periods ended June 30, 2023 and 2022,
    respectively.   Gross realized gains on sales of available-for-sale securities were $38,000 and $0 for the three-month periods ended June 30, 2023 and 2022, respectively. Gross realized gains on sales of available-for-sale securities were $96,000 and $0 for the six-month periods
    ended June 30, 2023 and 2022, respectively. Gross realized losses on sales of available-for-sale securities were $104,000 and $152,000 for the three-month periods ended June 30, 2023 and 2022, respectively.  Gross realized losses on sales of available-for-sale securities were $160,000 and $152,000 for the six-month
    periods ended June 30, 2023 and 2022, respectively.

The amortized cost and estimated fair value of debt and other securities at June 30, 2023, by contractual maturity, are shown in the following table:

(in thousands) Amortized<br><br> <br> <br>cost Estimated<br><br> <br> <br>fair value
Maturity in years:
Due in one year or<br> less $ 81,976 $ 80,271
Due after one year<br> through five years 154,651 143,425
Due after five years<br> through ten years 22,207 19,626
Due after ten years 26,851 23,501
Subtotal 285,685 266,823
Mortgage-backed securities & Collateralized mortgage obligations 364,373 320,837
Total $ 650,058 $ 587,660

12

Index

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

An analysis of gross unrealized losses of the available-for-sale investment securities portfolio as of June 30, 2023, follows:

(in thousands) Less than 12 months 12 months or more Total
Fair Value Unrealized<br><br> <br> <br>losses Fair Value Unrealized<br><br> <br> <br>losses Fair Value Unrealized<br><br> <br> <br>losses
U.S. Treasury securities $ 20,249 $ (203 ) $ 88,156 $ (4,847 ) $ 108,405 $ (5,050 )
Securities of U.S. government agencies and<br> corporations 15,013 (183 ) 96,943 (8,696 ) 111,956 (8,879 )
Obligations of states and political subdivisions 12,066 (222 ) 31,174 (4,714 ) 43,240 (4,936 )
Collateralized mortgage obligations 11,172 (233 ) 82,794 (19,164 ) 93,966 (19,397 )
Mortgage-backed securities 33,276 (975 ) 190,719 (23,177 ) 223,995 (24,152 )
Total $ 91,776 $ (1,816 ) $ 489,786 $ (60,598 ) $ 581,562 $ (62,414 )

Ninety securities, all considered investment grade, which had an aggregate fair value of $91,776,000 and a total unrealized loss of $1,816,000, have been in an unrealized loss position for less than twelve months as of June 30, 2023. Four hundered and seventy three securities, all considered investment grade, which had an aggregate fair value of $489,786,000 and a total unrealized loss of $60,598,000, have been in an unrealized loss position for more than twelve months as of June 30, 2023.  The unrealized losses on the Company’s investment securities were caused by market conditions for these types of investments, particularly changes in risk-free interest rates.  The decline in fair value is attributable to changes in interest rates and not credit quality, and the Company does not intend to sell the securities.  The Company has concluded it is not more likely than not that the Company will be required to sell these securities prior to recovery of their anticipated cost basis. Therefore, as of June 30, 2023, the Company has not recorded an allowance for credit losses on these securities and the unrecognized or unrealized losses on these securities have not been recognized into income.

The fair value of investment securities could decline in the future if the general economy deteriorates, inflation increases, credit ratings decline, the issuer’s financial condition deteriorates, or the liquidity for securities declines. As a result, other than temporary impairments may occur in the future.

An analysis of gross unrealized losses of the available-for-sale investment securities portfolio as of December 31, 2022, follows:

(in thousands) Less than 12 months 12 months or more Total
Fair Value Unrealized<br><br> <br> <br>losses Fair Value Unrealized<br><br> <br> <br>losses Fair Value Unrealized<br><br> <br> <br>losses
U.S. Treasury Securities $ 54,574 $ (1,680 ) $ 56,872 $ (4,162 ) $ 111,446 $ (5,842 )
Securities of U.S. government agencies and<br> corporations 45,261 (1,341 ) 69,635 (8,465 ) 114,896 (9,806 )
Obligations of states and political subdivisions 40,479 (3,022 ) 10,049 (2,620 ) 50,528 (5,642 )
Collateralized Mortgage obligations 36,040 (2,586 ) 59,310 (17,047 ) 95,350 (19,633 )
Mortgage-backed securities 99,250 (6,131 ) 131,951 (18,740 ) 231,201 (24,871 )
Total $ 275,604 $ (14,760 ) $ 327,817 $ (51,034 ) $ 603,421 $ (65,794 )

Investment securities carried at $43,449,000 and $44,319,000

    at June 30, 2023 and December 31, 2022, respectively, were pledged to secure public deposits or for other purposes as required or permitted by law.

13

Index

4. LOANS AND ALLOWANCE FOR CREDIT LOSSES

The composition of the Company’s loan portfolio, by loan class, as of June 30, 2023 and December 31, 2022 was as follows:

($ in thousands) June 30,<br><br> <br>2023 December 31,<br><br> <br>2022
Commercial $ 100,849 $ 106,771
Commercial Real Estate 702,410 645,166
Agriculture 103,772 114,040
Residential Mortgage 98,521 92,669
Residential Construction 12,407 10,167
Consumer 15,064 15,287
1,033,023 984,100
Allowance for credit losses (15,579 ) (14,792 )
Net deferred origination fees and costs 277 830
Loans, net $ 1,017,721 $ 970,138

At June 30, 2023 and December 31, 2022, all loans were pledged under a blanket collateral lien to secure actual or potential borrowings from the Federal Home Loan Bank (“FHLB”).

Allowance for Credit Losses (ACL)

The following table summarizes the activity in the ACL on loans by loan class for the three and six months ended June 30, 2023.

Three Months Ended June 30,<br> 2023
($ in thousands) Commercial Commercial<br><br> <br>Real Estate Agriculture Residential<br><br> <br>Mortgage Residential<br><br> <br>Construction Consumer Unallocated Total
Balance as of March 31, 2023 $ 1,750 $ 9,155 $ 873 $ 1,678 $ 417 $ 365 $ 1,246 $ 15,484
Provision for credit losses (36 ) 895 2,633 146 70 1 (1,109 ) 2,600
Charge-offs (51 ) — (2,567 ) — — — — (2,618 )
Recoveries 112 — — — — 1 — 113
Net charge-offs 61 — (2,567 ) — — 1 — (2,505 )
Balance as of June 30, 2023 $ 1,775 $ 10,050 $ 939 $ 1,824 $ 487 $ 367 $ 137 $ 15,579
Six<br> Months Ended June 30, 2023
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
($ in thousands) Commercial Commercial<br><br> <br>Real Estate Agriculture Residential<br><br> <br>Mortgage Residential<br><br> <br>Construction Consumer Unallocated Total
Balance as of December 31, 2022 prior to adoption of ASC 326 $ 1,463 $ 10,073 $ 1,757 $ 880 $ 178 $ 173 $ 268 $ 14,792
Impact of adopting ASC 326 623 (464 ) (671 ) 834 200 201 77 800
Balance as of January 1, 2023, post adoption of ASC 326 2,086 9,609 1,086 1,714 378 374 345 15,592
Provision for credit losses (268 ) 441 2,420 113 109 (7 ) (208 ) 2,600
Charge-offs (178 ) — (2,567 ) (3 ) — (1 ) — (2,749 )
Recoveries 135 — — — — 1 — 136
Net charge-offs (43 ) — (2,567 ) (3 ) — — — (2,613 )
Balance as of June 30, 2023 $ 1,775 $ 10,050 $ 939 $ 1,824 $ 487 $ 367 $ 137 $ 15,579

14

Index

During the quarter ended June 30, 2023, the levels of forecasted California unemployment increased and forecasted gross domestic product remained relatively unchanged from the prior quarter. During the quarter ended June 30, 2023, the Company experienced a credit event related to suspected customer fraud on a single agricultural relationship that required a charge-off of $2,567,000 against the ACL. The reduction in the ACL resulting from the charge-off, when coupled with our quarterly loan growth and increased forecast of California unemployment, were the primary drivers for provision expense of $2,600,000 recognized for the three and six months ended June 30, 2023. Management believes that the allowance for credit losses at June 30, 2023 appropriately reflected expected credit losses in the loan portfolio at that date.

The following table summarizes the activity in the allowance for loan losses by loan class for the three and six months ended June 30, 2022:

Three Months Ended June 30, 2022
($ in thousands) Commercial Commercial<br><br> <br>Real Estate Agriculture Residential<br><br> <br>Mortgage Residential<br><br> <br>Construction Consumer Unallocated Total
Balance as of March 31, 2022 $ 1,747 $ 9,380 $ 1,607 $ 754 $ 135 $ 191 $ 444 $ 14,258
Provision for (reversal of) loan losses 183 191 87 48 16 (9 ) (216 ) 300
Charge-offs (297 ) — — — — (5 ) — (302 )
Recoveries 17 — — — — 2 — 19
Net (charge-offs)/recoveries (280 ) — — — — (3 ) — (283 )
Balance as of June 30, 2022 $ 1,650 $ 9,571 $ 1,694 $ 802 $ 151 $ 179 $ 228 $ 14,275
Six<br> Months Ended June 30, 2022
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
($ in thousands) Commercial Commercial<br><br> <br>Real Estate Agriculture Residential<br><br> <br>Mortgage Residential<br><br> <br>Construction Consumer Unallocated Total
Balance as of December 31, 2021 $ 1,604 $ 8,808 $ 1,482 $ 742 $ 74 $ 167 $ 1,075 $ 13,952
Provision for (reversal of) loan losses 319 763 212 60 77 16 (847 ) 600
Charge-offs (297 ) — — — — (9 ) — (306 )
Recoveries 24 — — — — 5 — 29
Net (charge-offs)/recoveries (273 ) — — — — (4 ) — (277 )
Balance as of June 30, 2022 $ 1,650 $ 9,571 $ 1,694 $ 802 $ 151 $ 179 $ 228 $ 14,275

15

Index

Collateral-Dependent Loans

In accordance with ASC 326, a loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. All loans individually analyzed were collateral-dependent loans as of June 30, 2023 and December 31, 2022.  The

        following table presents the amortized cost basis of collateral-dependent loans by class, which are individually evaluated to determine expected credit losses as of June 30, 2023 and December 31, 2022:
June 30, 2023
($ in thousands) Secured by 1-4<br><br> <br>Family<br><br> <br>Residential<br><br> <br>Properties-1st<br><br> <br>lien Secured by 1-4<br><br> <br>Family<br><br> <br>Residential<br><br> <br>Properties-junior<br><br> <br>lien Secured by 1-4<br><br> <br>Family<br><br> <br>Residential<br><br> <br>Properties-<br><br> <br>revolving Commercial Construction and land development Secured by farmland Agriculture production loans Total
Commercial $ — $ — $ — $ — $ — $ — $ — $ —
Commercial Real Estate — — — — — — — —
Agriculture — — — — — 1,054 4,109 5,163
Residential Mortgage 412 — — — — — — 412
Residential Construction — — — — — — — —
Consumer — 388 205 — — — — 593
Total $ 412 $ 388 $ 205 $ — $ — $ 1,054 $ 4,109 $ 6,168
December 31, 2022
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
($ in thousands) Secured by 1-4<br><br> <br>Family<br><br> <br>Residential<br><br> <br>Properties-1st<br><br> <br>lien Secured by 1-4<br><br> <br>Family<br><br> <br>Residential<br><br> <br>Properties-junior<br><br> <br>lien Secured by 1-4<br><br> <br>Family<br><br> <br>Residential<br><br> <br>Properties-<br><br> <br>revolving Commercial Construction and land development Secured by farmland Agriculture production loans Total
Commercial $ — $ — $ — $ — $ — $ — $ — $ —
Commercial Real Estate — — — — — — — —
Agriculture — — — — — 1,148 6,268 7,416
Residential Mortgage 123 — — — — — — 123
Residential Construction — — — — — — — —
Consumer — — 637 — — — — 637
Total $ 123 $ — $ 637 $ — $ — $ 1,148 $ 6,268 $ 8,176

Foreclosure Proceedings

The Company had no residential real estate property in the process of foreclosure at June 30, 2023 and December 31, 2022.

16

Index

Non-accrual and Past Due Loans

The Company’s loans by delinquency and non-accrual status, as of June 30, 2023 and December 31, 2022, was as follows:

($ in thousands) 30-59 days<br><br> <br>Past Due <br><br> &<br><br> <br>Accruing 60-89 days<br><br> <br>Past Due <br><br> &<br><br> <br>Accruing 90 days or<br><br> <br>More Past<br><br> <br>Due &<br><br> <br>Accruing Nonaccrual<br><br> <br>Loans Total Past<br><br> <br>Due<br><br> <br>& Nonaccrual<br><br> <br>Loans Current &<br><br> <br>Accruing<br><br> <br>Loans Total Loans Nonaccrual<br><br> <br>loans with<br><br> <br>No ACL
June 30, 2023
Commercial $ — $ — $ 403 $ — $ 403 $ 100,446 $ 100,849 $ —
Commercial Real Estate — — — — — 702,410 702,410 —
Agriculture — — — 5,163 5,163 98,609 103,772 5,163
Residential Mortgage 339 — — 412 751 97,770 98,521 412
Residential Construction — — — — — 12,407 12,407 —
Consumer 200 84 — 593 877 14,187 15,064 593
Total $ 539 $ 84 $ 403 $ 6,168 $ 7,194 $ 1,025,829 $ 1,033,023 $ 6,168
December 31, 2022
Commercial $ 41 $ — $ 403 $ — $ 444 $ 106,327 $ 106,771 $ —
Commercial Real Estate — — — — — 645,166 645,166 —
Agriculture — — — 7,416 7,416 106,624 114,040 7,416
Residential Mortgage — — — 123 123 92,546 92,669 123
Residential Construction — — — — — 10,167 10,167 —
Consumer — — — 637 637 14,650 15,287 637
Total $ 41 $ — $ 403 $ 8,176 $ 8,620 $ 975,480 $ 984,100 $ 8,176

The Company recognized $1,285,000 and $13,000 of interest income on nonaccrual loans during the three months ended June 30, 2023 and June 30, 2022, respectively. The Company recognized $1,285,000 and $28,000 of interest income on nonaccrual loans during the six months ended June 30, 2023 and June 30, 2022, respectively.

Loan Modifications

On January 1,

          2023, the Company adopted ASU 2022-02, Financial Instruments—Credit Losses \(Topic 326\): Troubled Debt Restructurings and Vintage Disclosures.  These amendments eliminate the troubled debt
          restructuring \(TDR\) recognition and measurement guidance and, instead, require that an entity evaluate \(consistent with the accounting for other loan modifications\) whether the modification represents a new loan or a continuation of an
          existing loan.

Occasionally, the Company modifies loans to borrowers in financial difficulty by providing principal forgiveness, term extension, payment delays or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the ACL.

In some cases, the Company provides multiple types of concessions on one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. For the loans included in the “combination” columns below, multiple types of modifications have been made on the same loan within the current reporting period. The combination is at least two of the following: a term extension, principal forgiveness, an other-than-insignificant payment delay and/or an interest rate reduction.

17

Index

The following tables present the amortized cost basis of loans that were experiencing both financial difficulty and modification during the periods indicated, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial difficulty as compared to the amortized cost basis of each class of financing receivable is also presented below.

The amortized cost basis of loans that were experiencing both financial difficulty and modification during the three months ended June 30, 2023 were as follows:

($ in thousands) Term Extension Combination Term Extension<br><br> <br>and Interest Rate Reduction Total Class of Financing<br><br> <br>Receivable
Commercial $ — $ — —
Commercial Real<br> Estate — 400 0.06 %
Agriculture 4,005 — 3.86 %
Residential<br> Mortgage — — —
Residential<br> Construction — — —
Consumer — — —
Total $ 4,005 $ 400 3.92 %

The amortized cost basis of loans that were experiencing both financial difficulty and modification during the six months ended June 30, 2023 were as follows:

($ in thousands) Term Extension Combination Term Extension<br><br> <br>and Interest Rate Reduction Total Class of Financing<br><br> <br>Receivable
Commercial $ — $ 50 0.05 %
Commercial Real Estate — 400 0.06 %
Agriculture 4,005 — 3.86 %
Residential Mortgage — — —
Residential Construction — — —
Consumer — — —
Total $ 4,005 $ 450 3.97 %

The Company had no commitments to lend additional funds to borrowers whose loans were modified at June 30, 2023.

The following table presents the financial effect of the loan modifications to borrowers experiencing financial difficulty during the three-month period ended June 30, 2023:

($ in thousands) Weighted-Average<br><br> <br>Interest Rate<br><br> <br>Reduction Weighted-Average<br><br> <br>Term Extension (in<br><br> <br>months)
Commercial — $ —
Commercial Real Estate 0.25 % 26
Agriculture — 4
Residential Mortgage — —
Residential Construction — —
Consumer — —
Total 0.25 % $ 6

The following table presents the financial effect of the loan modifications to borrowers experiencing financial difficulty during the six-month period ended June 30, 2023:

($ in thousands) Weighted-Average<br><br> <br>Interest Rate<br><br> <br>Reduction Weighted-Average<br><br> <br>Term Extension (in<br><br> <br>months)
Commercial 0.50 % $ 38
Commercial Real Estate 0.25 % 26
Agriculture — 4
Residential Mortgage — —
Residential Construction — —
Consumer — —
Total 0.28 % $ 6

18

Index

There were two agricultural loans totaling $4,005,000

            that were modified within the previous twelve months and for which there was a payment default during the three and six months ended June 30, 2023. The Company recorded charge-offs on these two agricultural loans totaling $2,567,000 during
            the three and six months ended June 30, 2023.

Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently become uncollectible, the loan (or a portion of the loan) is written off.  Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the ACL is adjusted by the same amount.

Troubled Debt Restructurings Prior to the Adoption of ASU 2022-02

Prior to the adoption of ASU 2022-02, the Company accounted for a modification to the contractual terms of a loan that resulted in granting a concession to a borrower experiencing financial difficulties as a troubled debt restructuring (TDR).  The Company had $8,399,000 in TDR loans as of December 31, 2022. Specific reserves for TDR loans totaled $77,000 as of December 31, 2022.  TDR loans performing in compliance with modified terms totaled $8,399,000 as of December 31, 2022.

There were no loans modified as TDRs during the three months ended June 30, 2022.

Loans modified as TDRs during the six months ended June 30, 2022 were as follows:

($ in thousands) Six months ended June 30, 2022
Number of<br><br> <br>Contracts Pre-<br><br> <br>modification<br><br> <br>outstanding<br><br> <br>recorded<br><br> <br>investment Post-<br><br> <br>modification<br><br> <br>outstanding<br><br> <br>recorded<br><br> <br>investment
Consumer 1 $ 75 $ 75
Total 1 $ 75 $ 75

There were no loans modified as a TDR within the previous twelve months that subsequently defaulted during the three and six month periods ended June 30, 2022.

19

Index

Credit Quality Indicators

All loans are rated using the credit risk ratings and criteria adopted by the Company.  Risk ratings are adjusted as future circumstances warrant.  All credits risk rated 1, 2, 3 or 4 equate to a Pass as indicated by Federal and State bank regulatory agencies; a 5 equates to a Special Mention; a 6 equates to Substandard; a 7 equates to Doubtful; and an 8 equates to a Loss.  For the definitions of each risk rating, see Note 4 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

The following tables present the loan portfolio by loan class, origination year, and internal risk rating as of June 30, 2023. Generally, existing term loans that were re-underwritten are reflected in the table in the year of renewal. Lines of credit that have a conversion feature at the time of origination, such as construction to permanent loans, are presented by year of origination. Revolving loans converted to term loans totaled $358,000

        during the six months ended June 30, 2023.
(in thousands)
Term Loans Amortized Cost Basis by Origination Year - As of June 30, 2023
2023 2022 2021 2020 2019 Prior Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis Total
Commercial
Pass $ 5,567 $ 20,674 $ 24,445 $ 6,750 $ 8,928 $ 9,593 $ 22,281 $ 98,238
Special Mention — — — — — — — —
Substandard 47 — 1,996 568 — — — 2,611
Doubtful/Loss — — — — — — — —
Total Commercial loans $ 5,614 $ 20,674 $ 26,441 $ 7,318 $ 8,928 $ 9,593 $ 22,281 $ 100,849
Year-to-date Period Write-offs — (91 ) — — (87 ) — — (178 )
Year-to-date Recoveries — — — — 86 49 — 135
Year-to-date Net Write-offs — (91 ) — — (1 ) 49 — (43 )
Commercial Real Estate
Pass $ 74,538 $ 173,787 $ 201,926 $ 45,638 $ 58,982 $ 126,251 $ 7,035 $ 688,157
Special Mention — — — 855 2,927 — — 3,782
Substandard 400 — 171 2,136 6,736 1,028 — 10,471
Doubtful/Loss — — — — — — — —
Total Commercial Real Estate loans $ 74,938 $ 173,787 $ 202,097 $ 48,629 $ 68,645 $ 127,279 $ 7,035 $ 702,410
Year-to-date Write-offs — — — — — — — —
Year-to-date Recoveries — — — — — — — —
Year-to-date Net Write-offs — — — — — — — —
Agriculture
Pass $ 6,235 $ 21,015 $ 23,921 $ 9,038 $ 4,470 11,857 $ 21,009 $ 97,545
Special Mention — — — — — 1,064 — 1,064
Substandard — — 1,572 — — — 3,591 5,163
Doubtful/Loss — — — — — — — —
Total Agriculture loans $ 6,235 $ 21,015 $ 25,493 $ 9,038 $ 4,470 $ 12,921 $ 24,600 $ 103,772
Year-to-date Write-offs (1,825 ) — — — — — (742 ) (2,567 )
Year-to-date Recoveries — — — — — — — —
Year-to-date Net Write-offs (1,825 ) — — — — — (742 ) (2,567 )

20

Index

(in thousands)
Term Loans Amortized Cost Basis by Origination Year - As of June 30, 2023
2023 2022 2021 2020 2019 Prior Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis Total
Residential Mortgage
Pass $ 10,396 $ 23,601 $ 27,060 $ 14,931 $ 6,134 $ 15,948 $ — $ 98,070
Special Mention — — — — — — — —
Substandard — — 39 — — 412 — 451
Doubtful/Loss — — — — — — — —
Total Residential Mortgage loans $ 10,396 $ 23,601 $ 27,099 $ 14,931 $ 6,134 $ 16,360 $ — $ 98,521
Year-to-date Write-offs — — — — — (3 ) — (3 )
Year-to-date Recoveries — — — — — — — —
Year-to-date Net Write-offs — — — — — (3 ) — (3 )
Residential Construction
Pass $ 2,536 $ 6,160 $ 3,711 $ — $ — $ — $ — $ 12,407
Special Mention — — — — — — — —
Substandard — — — — — — — —
Doubtful/Loss — — — — — — — —
Total Residential Construction loans $ 2,536 $ 6,160 $ 3,711 $ — $ — $ — $ — $ 12,407
Year-to-date Write-offs — — — — — — — —
Year-to-date Recoveries — — — — — — — —
Year-to-date Net Write-offs — — — — — — — —
Consumer
Pass $ 314 $ 822 $ 144 $ 197 $ 68 $ 447 $ 12,479 $ 14,471
Special Mention — — — — — — — —
Substandard — — — — — — 593 593
Doubtful/Loss — — — — — — — —
Total Consumer loans $ 314 $ 822 $ 144 $ 197 $ 68 $ 447 $ 13,072 $ 15,064
Year-to-date Write-offs (1 ) — — — — — — (1 )
Year-to-date Recoveries — — — — — 1 — 1
Year-to-date Net Write-offs (1 ) — — — — 1 — —
Total Loans
Pass $ 99,586 $ 246,059 $ 281,207 $ 76,554 $ 78,582 $ 164,096 $ 62,804 $ 1,008,888
Special Mention — — — 855 2,927 1,064 — 4,846
Substandard 447 — 3,778 2,704 6,736 1,440 4,184 19,289
Doubtful/Loss — — — — — — — —
Total Loans $ 100,033 $ 246,059 $ 284,985 $ 80,113 $ 88,245 $ 166,600 $ 66,988 $ 1,033,023
Year-to-date Write-offs $ (1,826 ) $ (91 ) $ — $ — $ (87 ) $ (3 ) $ (742 ) $ (2,749 )
Year-to-date Recoveries $ — $ — $ — $ — $ 86 $ 50 $ — $ 136
Year-to-date Net Write-offs $ (1,826 ) $ (91 ) $ — $ — $ (1 ) $ 47 $ (742 ) $ (2,613 )

21

Index

The following table presents the risk ratings by loan class as of December 31, 2022.

Pass Special <br><br> Mention Substandard Doubtful Loss Total
December 31, 2022
Commercial $ 106,643 $ — $ 128 $ — $ — $ 106,771
Commercial Real Estate 631,693 6,748 6,725 — — 645,166
Agriculture 105,560 1,064 7,416 — — 114,040
Residential Mortgage 92,299 207 163 — — 92,669
Residential Construction 10,167 — — — — 10,167
Consumer 14,650 — 637 — — 15,287
Total $ 961,012 $ 8,019 $ 15,069 $ — $ — $ 984,100

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Index

5. MORTGAGE OPERATIONS

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

The Company recognizes a gain and a related asset for the fair value of the rights to service loans for others when loans are sold.The Company sold a substantial portion of its portfolio of conforming long-term residential mortgage loans originated during the six months ended June 30, 2023 for cash proceeds equal to the fair value of the loans.  The Company serviced real estate mortgage loans for others totaling $187,504,974 and $194,818,000 at June

    30, 2023 and December 31, 2022, respectively.

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

Key assumptions used in measuring the fair value of mortgage servicing rights as of June 30, 2023 and December 31, 2022 were as follows:

June 30, 2023 December 31, 2022
Constant prepayment rate 7.58 % 7.55 %
Discount rate 9.50 % 9.50 %
Weighted average life (years) 7.12 7.20

The following table summarizes the Company’s mortgage servicing rights assets as of June 30, 2023 and December 31, 2022. Mortgage servicing rights are included in Interest Receivable and Other Assets on the condensed consolidated balance sheets.

(in thousands)
December 31, 2022 Additions Reductions June 30, 2023
Mortgage servicing rights $ 1,650 $ 14 $ (123 ) $ 1,541
Valuation allowance — — — —
Mortgage servicing rights, net of<br> valuation allowance $ 1,650 $ 14 $ (123 ) $ 1,541

At June 30, 2023 and December 31, 2022, the estimated fair market value of the Company’s mortgage servicing rights assets was $2,002,000 and $2,101,000, respectively. The changes in fair value of mortgage servicing rights during 2023 was primarily due to a decrease in the amount of mortgage loans serviced coupled with changes in prepayment speeds.

The Company received contractually specified servicing fees of $119,000 and $129,000 for the three months ended June 30, 2023 and June 30, 2022, respectively.  The Company received contractually specified servicing fees of $240,000 and $259,000 for the six months ended June 30, 2023 and June 30, 2022, respectively. Loan servicing income on the condensed consolidated statements of income include contractually specified servicing fees, mortgage servicing rights additions, amortization and changes in the valuation allowance.

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Index

6. FAIR VALUE MEASUREMENTS

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available-for-sale and trading securities are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a non-recurring basis, such as loans held-for-sale, loans held-for-investment and certain other assets. These non-recurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally corresponds with the Company’s quarterly valuation process.

Assets Recorded at Fair Value on a Recurring Basis

The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022.

(in thousands)
June 30, 2023 Fair Value Quoted Prices<br><br> <br>in Active<br><br> <br>Markets for<br><br> <br>Identical<br><br> <br>Assets<br><br> <br>(Level 1) Significant<br><br> <br>Other<br><br> <br>Observable<br><br> <br>Inputs<br><br> <br>(Level 2) Significant<br><br> <br>Unobservable<br><br> <br>Inputs<br><br> <br>(Level 3)
U.S. Treasury securities $ 110,877 $ 110,877 $ — $ —
Securities of U.S. government agencies and<br> corporations 111,956 — 111,956 —
Obligations of states and political<br> subdivisions 43,990 — 43,990 —
Collateralized mortgage obligations 93,966 — 93,966 —
Mortgage-backed securities 226,871 — 226,871 —
Total investments at fair value $ 587,660 $ 110,877 $ 476,783 $ —
(in thousands)
--- --- --- --- --- --- --- --- ---
December 31, 2022 Fair Value Quoted Prices<br><br> <br>in Active<br><br> <br>Markets for<br><br> <br>Identical<br><br> <br>Assets<br><br> <br>(Level 1) Significant<br><br> <br>Other<br><br> <br>Observable<br><br> <br>Inputs<br><br> <br>(Level 2) Significant<br><br> <br>Unobservable<br><br> <br>Inputs<br><br> <br>(Level 3)
U.S. Treasury securities $ 113,815 $ 113,815 $ — $ —
Securities of U.S. government agencies and<br> corporations 118,911 — 118,911 —
Obligations of states and political<br> subdivisions 53,326 — 53,326 —
Collateralized mortgage obligations 95,350 — 95,350 —
Mortgage-backed securities 236,690 — 236,690 —
Total investments at fair value $ 618,092 $ 113,815 $ 504,277 $ —

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Index

Assets Recorded at Fair Value on a Non-Recurring Basis

The table below presents the recorded amount of assets measured at fair value on a nonrecurring basis that had a write-down or an additional allowance provided during the period ended June 30, 2023.

(in thousands)
June 30, 2023 Carrying Value Level 1 Level 2 Level 3
Individually evaluated loans $ 1,439 $ — $ — $ 1,439
Total assets at fair value $ 1,439 $ — $ — $ 1,439

There were no assets measured at fair value on a non-recurring basis as of December 31, 2022.

There were no liabilities measured at fair value on a recurring or non-recurring basis at June 30, 2023 and December 31, 2022.

Key methods and assumptions used in measuring the fair value of collateral dependent loans as of June 30, 2023 were as follows:

Method Assumption Inputs
Individually evaluated loans Collateral, market, income, enterprise, liquidation, and discounted cash flows External appraised values, management assumptions regarding market trends or other relevant factors, selling costs generally ranging from 6% to 10%, or the amount and<br> timing of cash flows based on the loan’s effective interest rate.

The following section describes the valuation methodologies used for assets and liabilities recorded at fair value.

Investment Securities Available-for-Sale

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

Individually Evaluated Loans

The Company does not record loans at fair value on a recurring basis.  Loans that do not share similar risk characteristics are individually evaluated by management for potential impairment.  Included in loans individually evaluated are collateral dependent loans.  A loan is considered to be collateral dependent when repayment is expected to be provided substantially through the operation or sale of the collateral. Collateral dependent loans are considered to have unique risk characteristics and are individually evaluated. The ACL on collateral dependent loans is measured using the fair value of the underlying collateral, adjusted for costs to sell when applicable, less the amortized cost basis of the financial asset. If the value of underlying collateral is determined to be less than the recorded amount of the loan, a charge-off will be taken.  Collateral dependent loans where a charge-off is recorded based on the fair value of collateral require classification in the fair value hierarchy.  When a loan is evaluated based on the fair value of the underlying collateral securing the loan, the Company records the collateral dependent loan as non-recurring Level 3 given the valuation includes significant unobservable assumptions.

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Index

Disclosures about Fair Value of Financial Instruments

The estimated fair values of the Company’s financial instruments for the periods ended June 30, 2023 and December 31, 2022 were approximately as follows:

(in thousands) June 30, 2023 December 31, 2022
Level Carrying<br><br> <br>amount Fair value Carrying<br><br> <br>amount Fair value
Financial assets:
Cash and cash equivalents 1 $ 204,806 $ 204,806 $ 187,417 $ 187,417
Certificates of deposit 2 21,192 20,667 20,948 20,560
Stock in Federal Home Loan Bank and other<br> equity securities 3 10,518 10,518 9,440 9,440
Loans receivable:
Net loans 3 1,017,721 952,199 970,138 929,163
Loans held-for-sale 2 1,011 1,033 — —
Interest receivable 2 6,386 6,386 5,745 5,745
Mortgage servicing rights 3 1,541 2,002 1,650 2,101
Financial liabilities:
Time deposits 3 110,197 109,587 44,355 43,987
Interest payable 2 524 524 93 93

Limitations

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

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.

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Index

7. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit in the form of loans or through standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the balance sheet. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

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

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

(in thousands) June 30, 2023 December 31,<br><br> <br>2022
Undisbursed loan commitments $ 198,385 $ 205,610
Standby letters of credit 1,262 1,930
Commitments to sell loans 1,905 —
$ 201,552 $ 207,540

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation. The types of collateral held varies but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.  The Bank issues both financial and performance standby letters of credit.  The financial standby letters of credit are primarily to guarantee payment to third parties.  At June 30, 2023 and December 31, 2022, there were no financial standby letters of credit outstanding.  The performance standby letters of credit are typically issued to municipalities as specific performance bonds.  Performance standby letters of credit totaled $1,262,000 and $1,930,000 at June 30, 2023 and December 31, 2022, respectively.  The Bank had experienced no draws on outstanding letters of credit, resulting in no related liability included on its balance sheet; however, should a triggering event occur, the Bank either has collateral in excess of the letter of credit or imbedded agreements of recourse from the customer.  The Bank has set aside a reserve for unfunded commitments in the amount of $1,200,000 and $700,000 at June 30, 2023 and December 31, 2022, respectively, which is recorded in “interest payable and other liabilities” on the   Condensed Consolidated Balance Sheets.

Commitments to extend credit and standby letters of credit bear similar credit risk characteristics as outstanding loans.  As of June 30, 2023 and December 31, 2022, the Company had no off-balance sheet derivatives requiring additional disclosure.

The Company may enter into interest rate lock commitments in connection with its mortgage banking activities to fund residential mortgage loans within specified times in the future. Interest rate lock commitments totaled $2,370,000 and $0 at June 30, 2023 and December 31, 2022, respectively. These commitments expose the Company to the risk that the price of the loan underlying the interest rate lock commitment might decline from the inception of the interest rate lock commitment to the funding of the mortgage loan. To protect against this risk, the Company may enter into commitments to sell loans at specified prices to economically hedge the risk of potential changes in the value of the loans that would result from the commitment. These commitments totaled $1,905,000 and $0 at June 30, 2023 and December 31, 2022, respectively.  Mortgage loans sold to investors may be sold with servicing rights retained, for which the Company makes only standard legal representations and warranties as to meeting certain underwriting and collateral documentation standards. In the past two years, the Company has not had to repurchase any loans due to deficiencies in underwriting or loan documentation.  Management believes that any liabilities that may result from such recourse provisions are not significant.

27

Index

8. STOCK PLANS

On January 26, 2023, the Board of Directors of the Company declared a 5% stock dividend payable as of March 24, 2023 to shareholders of record as of February 28, 2023. All stock options and restricted stock amounts outstanding have been adjusted to give retroactive effect to stock dividends.

The following table presents the activity related to stock options for the three months ended June 30, 2023.

Number of<br><br> <br>Shares Weighted<br><br> <br>Average<br><br> <br>Exercise<br><br> <br>Price Aggregate<br><br> <br>Intrinsic<br><br> <br>Value Weighted<br><br> <br>Average<br><br> <br>Remaining<br><br> <br>Contractual<br><br> <br>Term (in<br><br> <br>years)
Options outstanding at Beginning of<br> Period 663,678 $ 8.56
Granted — —
Expired — —
Cancelled / Forfeited — —
Exercised — —
Options outstanding at End of Period 663,678 $ 8.56 $ 240,488 4.95
Exercisable (vested) at End of Period 578,314 $ 8.39 $ 240,488 4.58

The following table presents the activity related to stock options for the six months ended June 30, 2023.

Number of<br><br> <br>Shares Weighted<br><br> <br>Average<br><br> <br>Exercise<br><br> <br>Price Aggregate<br><br> <br>Intrinsic<br><br> <br>Value Weighted<br><br> <br>Average<br><br> <br>Remaining<br><br> <br>Contractual<br><br> <br>Term (in<br><br> <br>years)
Options outstanding at Beginning<br> of Period 684,837 $ 8.41
Granted — —
Expired — —
Cancelled / Forfeited — —
Exercised (21,159 ) 3.83
Options outstanding at End of Period 663,678 $ 8.56 $ 240,488 4.95
Exercisable (vested) at End of Period 578,314 $ 8.39 $ 240,488 4.58

The intrinsic value of options exercised was $97,000 and $125,000 during the six months ended June 30, 2023 and June 30, 2022, respectively. The fair value of awards vested was $123,000 and $142,000 during the six months ended June 30, 2023 and June 30, 2022, respectively.

As of June 30, 2023, there was $109,000 of total unrecognized compensation cost related to non-vested stock options. This cost is expected to be recognized over a weighted average period of approximately 1.97 years.

There was $22,000 and $49,000 of recognized compensation cost related to stock options granted for the three and six months ended June 30, 2023, respectively.

28

Index

The following table presents the activity related to non-vested restricted stock for the three months ended June 30,2023.

Number of<br><br> <br>Shares Weighted<br><br> <br>Average<br><br> <br>Grant Date<br><br> <br>Fair Value Aggregate<br><br> <br>Intrinsic<br><br> <br>Value Weighted<br><br> <br>Average<br><br> <br>Remaining<br><br> <br>Contractual<br><br> <br>Term (in years)
Non-vested Restricted stock<br> outstanding at Beginning of Period 273,973 $ 9.18
Granted 1,500 7.10
Cancelled / Forfeited — —
Exercised/Released/Vested — —
Non-vested restricted stock outstanding<br> at End of Period 275,473 $ 9.17 $ 1,928,311 2.94

The following table presents the activity related to non-vested restricted stock for the six months ended June 30, 2023.

Number of<br><br> <br>Shares Weighted<br><br> <br>Average<br><br> <br>Grant Date<br><br> <br>Fair Value Aggregate<br><br> <br>Intrinsic<br><br> <br>Value Weighted<br><br> <br>Average<br><br> <br>Remaining<br><br> <br>Contractual<br><br> <br>Term (in years)
Non-vested Restricted stock<br> outstanding at Beginning of Period 248,418 $ 9.34
Granted 77,351 8.49
Cancelled / Forfeited — —
Exercised/Released/Vested (50,296 ) 8.96
Non-vested restricted stock<br> outstanding at End of Period 275,473 $ 9.17 $ 1,928,311 2.94

The weighted average fair value of restricted stock granted during the six months ended June 30, 2023 was $8.49 per share.

As of June 30, 2023, there was $1,539,000 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 2.94 years.

There was $158,000 and $315,000 of recognized compensation cost related to restricted stock awards for the three and six months ended June 30, 2023, respectively.

29

Index

The Company has an Employee Stock Purchase Plan (“ESPP”). There are 358,911 shares authorized for issuance under the ESPP. The total number of shares authorized has been adjusted to give retroactive effect to stock dividends and stock splits, including the 5% stock dividend declared on January 26, 2023, payable March 24, 2023 to shareholders of record as of February 28, 2023. The ESPP will expire on March 16, 2026.

The ESPP is implemented by participation periods of not more than twenty-seven months each. The Board of Directors determines the commencement date and duration of each participation period. The Board of Directors approved the current participation period of November 24, 2022 to November 23, 2023. An eligible employee is one who has been continually employed for at least 90 days prior to commencement of a participation period. Under the terms of the ESPP, employees can choose to have up to 10 percent of their compensation withheld to purchase the Company’s common stock each participation period. The purchase price of the stock is 85 percent of the lower of the fair value on the last trading day before the date of participation or the fair value on the last trading day during the participation period.

As of June 30, 2023, there was $15,000 of unrecognized compensation cost related to ESPP issuances. This cost is expected to be recognized over a weighted average period of approximately 0.50 years.

There was $8,000 and $16,000 of recognized compensation cost related to ESPP issuances for the three and six months ended June 30, 2023, respectively.

The weighted average fair value option at issuance date during the six months ended June 30, 2023 was $1.83 per share.

A summary of the weighted average assumptions used in valuing ESPP issuances during the three and six months ended June 30, 2023 is presented below.

Three Months Ended<br><br> <br>June 30, 2023 Six Months Ended<br><br> <br>June 30, 2023
Risk Free Interest Rate 4.75 % 4.75 %
Expected Dividend Yield 0.00 % 0.00 %
Expected Life in Years 1.00 1.00
Expected Price Volatility 16.58 % 16.58 %

30

Index

9. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table details activity in accumulated other comprehensive loss for the three months ended June 30, 2023.

(in thousands) Unrealized<br><br> <br>losses on<br><br> <br>securities Officers’<br><br> <br>retirement<br><br> <br>plan Directors’<br><br> <br>retirement<br><br> <br>plan Accumulated<br><br> <br>other<br><br> <br>comprehensive<br><br> <br>loss
Balance as of March 31, 2023 $ (40,260 ) $ (308 ) $ 53 $ (40,515 )
Current period other comprehensive loss (3,690 ) — — (3,690 )
Balance as of June 30, 2023 $ (43,950 ) $ (308 ) $ 53 $ (44,205 )

The following table details activity in accumulated other comprehensive loss for the six months ended June 30, 2023.

(in thousands) Unrealized<br><br> <br>losses on<br><br> <br>securities Officers’<br><br> <br>retirement<br><br> <br>plan Directors’<br><br> <br>retirement<br><br> <br>plan Accumulated<br><br> <br>other<br><br> <br>comprehensive<br><br> <br>loss
Balance as of December 31, 2022 $ (46,273 ) $ (308 ) $ 53 $ (46,528 )
Current period other comprehensive<br> income 2,323 — — 2,323
Balance as of June 30, 2023 $ (43,950 ) $ (308 ) $ 53 $ (44,205 )

The following table details activity in accumulated other comprehensive loss for the three months ended June 30, 2022.

(in thousands) Unrealized<br><br> <br>gains on<br><br> <br>securities Officers’<br><br> <br>retirement<br><br> <br>plan Directors’<br><br> <br>retirement<br><br> <br>plan Accumulated<br><br> <br>other<br><br> <br>comprehensive<br><br> <br>loss
Balance as of March 31, 2022 $ (22,727 ) $ (1,420 ) $ (13 ) $ (24,160 )
Current period other comprehensive loss (10,641 ) — — (10,641 )
Balance as of June 30, 2022 $ (33,368 ) $ (1,420 ) $ (13 ) $ (34,801 )

The following table details activity in accumulated other comprehensive loss for the six months ended June 30, 2022.

(in thousands) Unrealized<br><br> <br>gains on<br><br> <br>securities Officers’<br><br> <br>retirement<br><br> <br>plan Directors’<br><br> <br>retirement<br><br> <br>plan Accumulated<br><br> <br>other<br><br> <br>comprehensive<br><br> <br>loss
Balance as of December 31, 2021 $ (2,764 ) $ (1,420 ) $ (13 ) $ (4,197 )
Current period other comprehensive<br> loss (30,604 ) — — (30,604 )
Balance as of June 30, 2022 $ (33,368 ) $ (1,420 ) $ (13 ) $ (34,801 )

31

Index

10. OUTSTANDING SHARES AND EARNINGS PER SHARE

On January 26, 2023, the Board of Directors of the Company declared a 5% stock dividend payable March 24, 2023 to shareholders of record as of February 28, 2023. All income per share amounts have been adjusted to give retroactive effect to stock dividends.

Earnings Per Share (EPS)

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

The following table presents a reconciliation of basic and diluted EPS for the three and six months ended June 30, 2023 and 2022 (dollars in thousands except per share amounts):

Three months ended<br><br> <br>June 30, Six months ended<br><br> <br>June 30,
2023 2022 2023 2022
Basic earnings per share:
Net income $ 4,564 $ 3,546 $ 10,053 $ 6,587
Weighted average<br> common shares outstanding 14,454,826 14,408,458 14,438,460 14,390,219
Basic EPS $ 0.32 $ 0.25 $ 0.70 $ 0.46
Diluted earnings per share:
Net income $ 4,564 $ 3,546 $ 10,053 $ 6,587
Weighted average<br> common shares outstanding 14,454,826 14,408,458 14,438,460 14,390,219
Effect of dilutive shares 92,894 154,659 113,913 168,885
Adjusted weighted<br> average common shares outstanding 14,547,720 14,563,117 14,552,373 14,559,104
Diluted EPS $ 0.31 $ 0.24 $ 0.69 $ 0.45

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 513,038 shares and 411,495 shares for the three months ended June 30, 2023 and 2022, respectively. Unvested restricted stock which were not included in the computation of diluted earnings per share because they would have had an anti-dilutive effect amounted to 104,106 shares and 74,522 shares for the three months ended June 30, 2023 and 2022, respectively. Stock options which were not included in the computation of diluted earnings per share because they would have had an anti-dilutive effect amounted to 513,048 shares and 362,647 shares for the six months ended June 30, 2023 and 2022, respectively. Unvested restricted stock which were not included in the computation of diluted earnings per share because they would have had an anti-dilutive effect amounted to 67,847 shares and 55,583 shares for the six months ended June 30, 2023 and 2022, respectively.

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Index

11. LEASES

The Company leases eleven branch and administrative locations under operating leases expiring on various dates through 2031. Leases with an initial term of 12 months or less are not recorded on the balance sheet and lease expense is recognized on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of ASU 2016-02, Leases (Topic 842), the Company combines lease and nonlease components. The Company had no financing leases as of June 30, 2023.

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

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

The Company had right-of-use assets totaling $4,615,000 and $4,905,000 as of June 30, 2023 and December 31, 2022, respectively. The Company had lease liabilities totaling $5,119,000 and $5,422,000 as of June 30, 2023 and December 31, 2022, respectively. The Company recognized lease expense totaling $293,000 and $294,000 for the three-month periods ended June 30, 2023 and 2022, respectively, and $601,000 and $588,000 for the six-month periods ended June 30, 2023 and 2022, respectively. Lease expense includes operating lease costs, short-term lease costs and variable lease costs.  Lease expense is included in occupancy and equipment expense on the condensed consolidated statements of income.

The table below summarizes the maturity of remaining lease liabilities at June 30, 2023:

(in thousands) June 30, 2023
2023 (remaining 6 months) $ 593
2024 1,040
2025 1,052
2026 672
2027 611
2028 and thereafter 1,520
Total lease payments 5,488
Less: interest (369 )
Present value of lease liabilities $ 5,119

The following table presents supplemental cash flow information related to leases for the three and six months ended June 30, 2023:

Three months ended<br><br> <br>June 30, Six months ended<br><br> <br>June 30,
(in thousands) 2023 2022 2023 2022
Cash paid for amounts included in the<br> measurement of lease liabilities
Operating cash flows from operating leases $ 301 $ 304 $ 614 $ 603
Right-of-use assets obtained in exchange<br> for new operating lease liabilities — — 245 707

The following table presents the weighted average operating lease term and discount rate as of June 30, 2023 and December 31, 2022:

June 30, 2023 December 31, 2022
Weighted-average remaining lease term –<br> operating leases, in years 5.69 6.14
Weighted-average discount rate – operating<br> leases 2.44 % 2.37 %

33

Index

12. BUSINESS COMBINATIONS

On January 20, 2023, the Company completed the acquisition from Columbia State Bank of three branches located in the California cities of Colusa, Willows, and Orland, in accordance with a Purchase and Assumption Agreement dated as of November 5, 2022. The acquired assets included all the real property, cash on hand, personal property, safe deposit agreements, books and records along with certain loans (including accrued interest and fees) booked at the branches or allocated by the seller to the acquired branches. The assumed liabilities primarily consisted of the deposits booked in the branches or allocated by the seller to the acquired branches.

In accordance with accounting for business combinations, the Company recorded a bargain purchase gain of $1,405,000 and $4,970,000 of core deposit intangibles on the acquisition date. The core deposit intangible will be amortized using the sum of the year’s digits method over the expected life of 10 years with no significant residual value. For tax purposes, acquisition accounting adjustments including the core deposit intangible are all non-taxable and/or non-deductible. Acquisition related costs of approximately $0 and $204,000 are included in the income statement for the three and six months ended June 30, 2023, respectively. During the three and six months ended June 30, 2022, there were no acquisition costs incurred.

The Company recorded the fair values based on the valuations available as of reporting date. In accordance with business combination accounting guidance, we will continue to evaluate these fair values for up to one year following the acquisition date of January 20, 2023. While management believes the information available and presented below provide a reasonable basis for estimating fair value, we may obtain additional information and evidence during the measurement period that could result in changes to the estimated fair value amounts. Valuations subject to change include, but are not limited to, loans, deposits and certain other assets and liabilities.

This acquisition enabled the Company to extend its existing footprint and provided additional core deposit funding for future growth and liquidity and is expected to enhance profitability by introducing existing products and services to the acquired customer base as well as add new customers in the expanded region.

The following table summarizes the consideration paid for the acquired branches and amounts of assets acquired and liabilities assumed that were recorded at the acquisition date (in thousands):

Acquired Branches<br><br> <br>January 20, 2023
Fair value of consideration received:
Cash consideration $ 103,425
Total fair value of consideration received 103,425
Assets acquired:
Cash and cash equivalents 1,284
Loans 4,006
Premises and equipment 3,621
Core deposit intangible 4,970
Other assets 15
Total assets acquired 13,896
Liabilities assumed:
Deposits 115,914
Other liabilities 2
Total liabilities assumed 115,916
Total net liabilities assumed 102,020
Bargain purchase gain recognized $ 1,405

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Index

A summary of the estimated fair value adjustments resulting in the bargain purchase gain recorded in the branch acquisition are presented below (in thousands):

Acquired Branches<br><br> <br>January 20, 2023
Cash consideration received $ 103,425
Less:
Cost basis of net liabilities assumed (107,097 )
Fair Value Adjustments:
Loans (363 )
Premises and equipment 307
Core deposit intangible 4,970
Deposits 163
Bargain purchase gain recognized $ 1,405

The loan portfolio of the acquired branches was recorded at fair value at the date of acquisition. For the purposes of the valuation analysis, the loan portfolio was segmented based on loan type and credit quality. None of the acquired loans were considered purchased credit deteriorated (PCD) at acquisition. The fair value of the acquired loans was calculated on a loan-level basis using the discounted cash flow method.

The Company recorded a core deposit intangible of $4,970,000 at acquisition. A core deposit intangible refers to the intangible asset that represents the cost savings derived from available core deposits to an alternative funding source. The fair value of the core deposit intangible was calculated using a net cost savings method based on the present value of the estimated net cost savings attributable to the core deposit base over the expected remaining life of the deposits (plus the present value of the tax amortization benefit). The cost savings derived from the core deposit balance was calculated as the difference between the prevailing alternative cost of funds and the estimated cost of the core deposits.

The Company assumed net liabilities, at fair value, of $102,020,000 at acquisition in exchange for cash consideration received of $103,425,000. Under accounting guidance, a bargain purchase gain results if the fair value of consideration received is more than the fair value of the liabilities assumed. Because the cash consideration received exceeded the fair value of liabilities assumed, the Company recorded a bargain purchase gain of $1,405,000 related to the branch acquisitions during the first quarter of 2023. The bargain purchase gain is separately reported as a component of non-interest income in our Condensed Consolidated Statements of Income for the six months ended June 30, 2023.

We believe that we were able to negotiate a bargain purchase price primarily as a result of Columbia State Bank being required to divest of certain branches for competitive reasons (along with the associated deposits and loans) in accordance with a Letter of Agreement between Columbia State Bank, Umpqua and the Department of Justice Antitrust Division. This agreement was reached in conjunction with the Department of Justice’s required approval of the merger of Columbia State Bank and Umpqua. The required divestiture, in conjunction with the rural location of the branches acquired, allowed the Company to negotiate a favorable purchase price that, when combined with changes in market conditions between the date of agreement and the closing date, resulted in the recognition of the bargain purchase gain.

35

Index

The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2022 (in thousands):

Three months<br><br> <br>ended<br><br> <br>June 30, 2023 Three months<br><br> <br>ended<br><br> <br>June 30, 2022 Six months<br><br> <br>ended<br><br> <br>June 30, 2023 Six months<br><br> <br>ended<br><br> <br>June 30, 2022
Summarized proforma income statement data:
Net interest income $ 17,782 $ 13,413 $ 34,001 $ 25,451
Provision for loan losses 2,600 300 2,600 600
Non-interest income 1,506 1,666 4,418 3,758
Non-interest expense 10,367 9,987 21,822 19,747
Income before taxes 6,321 4,792 13,997 8,862
Provision for income taxes 1,757 1,304 3,867 2,395
Net income $ 4,564 $ 3,488 $ 10,130 $ 6,467
Basic earnings per share $ 0.32 $ 0.24 $ 0.70 $ 0.45
Diluted earnings per share $ 0.31 $ 0.24 $ 0.70 $ 0.44

It is impractical to separately provide information regarding the revenue and earnings of the acquired branches included in the Company’s condensed consolidated statements of income from the January 20, 2023 acquisition date to June 30, 2023 because the operations of the acquired branches were substantially comingled with the operations of the Company as of the system conversion date of January 20, 2023.

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Index

FIRST NORTHERN COMMUNITY BANCORP

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

FORWARD-LOOKING STATEMENTS

This report may include forward-looking statements, which may include forecasts of our financial results and condition, expectations for our operations and business, and our assumptions for those forecasts and expectations. Do not rely unduly on forward-looking statements. Actual results might differ significantly compared to our forecasts and expectations. See Part I, Item 1A. “Risk Factors,” and the other risks described in our 2022 Annual Report on Form 10-K and Part II, Item 1A "Risk Factors" in this Quarterly Report on Form 10-Q and the other risks described in our Quarterly Reports on Form 10-Q for factors to be considered when reading any forward-looking statements in this filing.

This report and other reports or statements which we may release may include forward-looking statements, which are subject to the “safe harbor” created by section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. We may make forward-looking statements in our Securities and Exchange Commission (SEC) filings, press releases, news articles and when we are speaking on behalf of the Company. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Often, they include the words “believe,” “expect,” “target,” “anticipate,” “intend,” “plan,” “seek,” “strive,” “estimate,” “potential,” “project,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” or “may.” These forward-looking statements are intended to provide investors with additional information with which they may assess our future potential. All of these forward-looking statements are based on assumptions about an uncertain future and are based on information available to us at the date of these statements. We do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date any forward-looking statements are made.

In this document and in other SEC filings or other public statements, for example, we make forward-looking statements relating to the following topics, among others:

● Our business objectives, strategies and initiatives, our organizational structure, the growth of our business and our competitive position and prospects, and the effect of competition on our business and strategies
● Our assessment of significant factors and developments that have affected or may affect our results
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● Legal and regulatory actions, and future legislative and regulatory developments, including the effects of the Dodd-Frank Wall Street Reform and Protection Act (the “Dodd-Frank Act”), the Economic Growth,<br> Regulatory Relief and Consumer Protection Act (the “EGRRCPA”), and other legislation and governmental measures introduced in response to the financial crisis which began in 2008 and the ensuing recession affecting the banking system,<br> financial markets and the U.S. economy, as well as the effect of the federal Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), enacted in March 2020, in an effort to mitigate the consequences of the coronavirus<br> pandemic and the governmental actions in response to the pandemic
--- ---
● Regulatory and compliance controls, processes and requirements and their impact on our business
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● The costs and effects of legal or regulatory actions
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● Expectations regarding draws on performance letters of credit and liabilities that may result from recourse provisions in standby letters of credit
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● Our intent to sell or hold, and the likelihood that we would be required to sell, various investment securities
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● Our regulatory capital requirements, including the capital rules established after the 2008 financial crisis by the U.S. federal banking agencies and our current intention not to elect to use the community bank<br> leverage ratio framework
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● Expectations regarding our non-payment of a cash dividend on our common stock in the foreseeable future
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● Credit quality and provision for credit losses and management of asset quality and credit risk, expectations regarding collections and expectations regarding the forgiveness and SBA reimbursement and guarantee<br> of loans made under the Paycheck Protection Program ("PPP") and the timing thereof
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● Our allowances for credit losses, including the conditions we consider in determining the unallocated allowance and our portfolio credit quality, the adequacy of the allowance for credit losses, underwriting<br> standards, and risk grading, and the expected impact of changes in the methodology for determining the allowance for credit losses effective as to the Company on January 1, 2023
● Our assessment of economic conditions and trends and credit cycles and their impact on our business
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● The seasonal nature of our business
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● The impact of changes in interest rates and our strategy to manage our interest rate risk profile and the possible effect of changes in residential mortgage interest rates on new originations and refinancing of<br> existing residential mortgage loans
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● Loan portfolio composition and risk grade trends, expected charge-offs, portfolio credit quality, loan demand, our strategy regarding loan modifications, delinquency rates and our underwriting standards and our<br> expectations regarding our recognition of interest income on loans that were provided payment deferrals upon completion of the payment forbearance period
--- ---
● Our deposit base including renewal of time deposits and the outlook for deposit balances
--- ---
● The impact on our net interest income and net interest margin of changes in interest rates
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● The effect of possible changes in the initiatives and policies of the federal and state bank regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, the Securities and<br> Exchange Commission and other standard setters
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● Tax rates and the impact of changes in the U.S. tax laws, including the Tax Cuts and Jobs Act
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● Our pension and retirement plan costs
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● Our liquidity strategies and beliefs concerning the adequacy of our liquidity position
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● Critical accounting policies and estimates, the impact or anticipated impact of recent accounting pronouncements or changes in accounting principles
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● Expected rates of return, maturities, loss exposure, growth rates, yields, and projected results, including expectations about the results of the Company's acquisition of these branches from Columbia State Bank,<br> completed in January 2023
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● The possible impact of weather-related or other natural conditions, including drought, fire or flooding, seismic events, and related governmental responses, including related electrical power outages, on<br> economic conditions, especially in the agricultural sector
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● Maintenance of insurance coverages appropriate for our operations
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● Threats to the banking sector and our business due to cybersecurity issues and attacks and regulatory expectations related to cybersecurity
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● Possible changes in the fair values recorded on our financial statements of the assets acquired and liabilities assumed in our business combination completed in January 2023
--- ---
● The effects of the coronavirus pandemic on the U.S., California and global economies and the actions of governments to reduce the spread of the virus and to mitigate the resulting economic consequences
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● The possible effects on community banks and our business from the recent failures of other banks
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● The possible adverse impacts on the banking industry and our business from a period of significant, prolonged inflation
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● Descriptions of assumptions underlying or relating to any of the foregoing
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Readers of this document should not rely on any forward-looking statements, which reflect only our management’s belief as of the date of this report. There are numerous risks and uncertainties that could and will cause actual results to differ materially from those discussed in our forward-looking statements. Many of these factors are beyond our ability to control or predict and could have a material adverse effect on our financial condition and results of operations or prospects. Such risks and uncertainties include, but are not limited to those listed in Item 1A “Risk Factors” of Part II of this Form 10-Q, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part I of this Form 10-Q and "Risk Factors" and “Supervision and Regulation” in our 2022 Annual Report on Form 10-K, and in our other reports to the SEC.

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INTRODUCTION

This overview of Management’s Discussion and Analysis highlights selected information in this report and may not contain all of the information that is important to you.  For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources and critical accounting policies and estimates, you should carefully read this entire report and any other reports to the Securities and Exchange Commission (“SEC”), together with our Consolidated Financial Statements and the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

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

Significant results and developments during the second quarter and year-to-date 2023 included:

• Net income of $10.1 million for the six months ended June 30, 2023, up 52.6% from $6.6 million earned for the same period last year. Net income of $4.6 million for the three months ended June 30, 2023, up 28.7%<br> from $3.5 million for the same period last year.
• Diluted income per share of $0.69 for the six months ended June 30, 2023, up 53.3% from diluted income per share of $0.45 in the same period last year. Diluted income per share of $0.31 for the three months ended<br> June 30, 2023, up 29.2% from diluted income per share of $0.24 for the same period last year.
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• Net interest income of $33.8 million for the six months ended June 30, 2023, up 37.0% from $24.6 million for the same period last year. Net interest income of $17.8 million for the three months ended June 30,<br> 2023, up 36.7% from $13.0 million for the same period last year.
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• Net interest margin of 3.76% for the six months ended June 30, 2023, up 33.8% from 2.81% for the same period last year. Net interest margin of 3.97% for the three months ended June 30, 2023, up 35.0% from 2.94%<br> for the same period last year.
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• Provision for credit losses of $2.6 million for the six months ended June 30, 2023, up 333.3% from $0.6 million for the same period last year. Provision for credit losses of $2.6 million for the three months ended<br> June 30, 2023, up 766.7% from $0.3 million for the same period last year. The increase in provision for credit losses was primarily due to an agricultural relationship that required a charge-off of $2.6 million, coupled with loan growth<br> during the quarter ended June 30, 2023.
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• Total assets of $1.91 billion as of June 30, 2023, up 2.3% from $1.87 billion as of December 31, 2022.
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• Total net loans (including loans held-for-sale) of $1.02 billion as of June 30, 2023, up 5.0% from $970.1 million as of December 31, 2022.
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• Total investment securities of $587.7 million as of June 30, 2023, down 4.9% from $618.1 million as of December 31, 2022.
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• Total deposits of $1.76 billion as of June 30, 2023, up 1.8% from $1.73 billion as of December 31, 2022.
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• The Company adopted and implemented ASU 2016-13, more commonly referred to as the Current Expected Credit Loss ("CECL") methodology, on January 1, 2023, which resulted in an increase to the allowance for credit losses ("ACL") and reserve<br> for unfunded commitments totaling $1,300,000 as a cumulative effect adjustment from change in accounting policies, with a corresponding decrease in opening retained earnings of $916,000, net of deferred taxes of $384,000.
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• On January 20, 2023, the Company completed the acquisition from Columbia State Bank of three branches in the California cities of Colusa, Willows, and Orland. The acquisition resulted in the assumption of $115.9 million of deposits and<br> acquisition of loans totaling $4.0 million, fixed assets totaling $3.6 million and cash on hand of $1.3 million.  The Company also recognized a core deposit intangible of $5.0 million.  The Bank received cash consideration totaling<br> approximately $103.4 million, resulting in a bargain purchase gain totaling approximately $1.4 million recognized during the six months ended June 30, 2023.  On an after-tax basis, the bargain purchase gain contributed $1.0 million to net<br> income for the six months ended June 30, 2023.
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Index

SUMMARY FINANCIAL DATA

The Company recorded net income of $10,053,000 for the six months ended June 30, 2023, representing an increase of $3,466,000, or 52.6%, from net income of $6,587,000 for the same period in 2022. The Company recorded net income of $4,564,000 for the three months ended June 30, 2023, representing an increase of $1,018,000, or 28.7%, from net income of $3,546,000 for the same period in 2022.

The following tables present a summary of the results for the three and six months ended June 30, 2023 and 2022, and a summary of financial condition at June 30, 2023 and December 31, 2022.

Three Months<br><br> <br>Ended June 30,<br><br> <br>2023 Three Months<br><br> <br>Ended June 30,<br><br> <br>2022 Six Months<br><br> <br>Ended June 30,<br><br> <br>2023 Six Months<br><br> <br>Ended June 30,<br><br> <br>2022
(dollars in thousands except for per share amounts)
For the Period:
Net Income $ 4,564 $ 3,546 $ 10,053 $ 6,587
Basic Earnings Per Common Share $ 0.32 $ 0.25 $ 0.70 $ 0.46
Diluted Earnings Per Common Share $ 0.31 $ 0.24 $ 0.69 $ 0.45
Return on Average Assets (annualized) 0.96 % 0.76 % 1.05 % 0.71 %
Return on Average Equity (annualized) 13.23 % 10.91 % 15.08 % 9.56 %
Average Equity to Average Assets 7.25 % 6.95 % 6.99 % 7.42 %
June 30, 2023 December 31, 2022
--- --- --- --- --- --- ---
(in thousands except for ratios)
At Period End:
Total Assets $ 1,913,483 $ 1,871,361
Total Investment Securities, at fair value $ 587,660 $ 618,092
Total Loans, Net (including loans held-for-sale) $ 1,018,732 $ 970,138
Total Deposits $ 1,758,676 $ 1,726,874
Loan-To-Deposit Ratio 57.9 % 56.2 %

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Index

FIRST NORTHERN COMMUNITY BANCORP

Distribution of Average Statements of Condition and Analysis of Net Interest Income

(in thousands, except percentage amounts)

Three months ended<br><br> <br>June 30, 2022
Interest Yield/<br><br> <br>Rate (4) Average<br><br> <br>Balance Interest Yield/<br><br> <br>Rate (4)
Assets
Interest-earning assets:
Loans (1) 988,094 $ 13,722 5.57 % $ 897,608 $ 10,465 4.68 %
Certificate of deposits 21,491 188 3.51 % 11,056 53 1.92 %
Interest bearing due from banks 169,071 2,315 5.49 % 215,098 456 0.85 %
Investment securities, taxable 571,381 2,673 1.88 % 603,796 1,933 1.28 %
Investment securities, non-taxable  (2) 34,953 220 2.52 % 35,190 206 2.35 %
Other interest earning assets 9,985 165 6.63 % 8,976 106 4.74 %
Total average interest-earning assets 1,794,975 19,283 4.31 % 1,771,724 13,219 2.99 %
Non-interest-earning assets:
Cash and due from banks 46,004 47,651
Premises and equipment, net 9,804 6,294
Interest receivable and other assets 59,479 51,856
Total average assets 1,910,262 $ 1,877,525
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Interest-bearing transaction deposits 425,903 377 0.36 % 440,466 67 0.06 %
Savings and MMDA’s 455,943 582 0.51 % 446,890 115 0.10 %
Time, 250,000 or less 78,378 470 2.41 % 38,235 22 0.23 %
Time, over 250,000 11,373 72 2.54 % 10,542 7 0.27 %
Total average interest-bearing liabilities 971,597 1,501 0.62 % 936,133 211 0.09 %
Non-interest-bearing liabilities:
Non-interest-bearing demand deposits 783,045 793,243
Interest payable and other liabilities 17,210 17,730
Total liabilities 1,771,852 1,747,106
Total average stockholders’ equity 138,410 130,419
Total average liabilities and stockholders’ equity 1,910,262 $ 1,877,525
Net interest income and net interest margin (3) $ 17,782 3.97 % $ 13,008 2.94 %

All values are in US Dollars.

(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 generally excluded. Loan interest income includes loan<br> fees, net of deferred costs of approximately $69 and $1,174 for the three months ended June 30, 2023 and 2022, respectively.  Net loan fees for the three months ended June 30, 2023 and June 30, 2022 include $0 and $1,185 in PPP loan fees<br> recognized, respectively. Also included in loan interest income is interest income recognized on nonaccrual loans paid off totaling $1,285 and $13 for the three months ended June 30, 2023 and 2022, respectively.
(2) Interest income and yields on tax-exempt securities are not presented on a taxable-equivalent basis.
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(3) Net interest margin is computed by dividing net interest income by total average interest-earning assets.
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(4) For disclosure purposes, yield /rates are annualized by dividing the number of days in the reported period by 365.
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FIRST NORTHERN COMMUNITY BANCORP

Distribution of Average Statements of Condition and Analysis of Net Interest Income

(in thousands, except percentage amounts)

Six months ended<br><br> <br>June 30, 2022
Interest Yield/<br><br> <br>Rate (4) Average<br><br> <br>Balance Interest Yield/<br><br> <br>Rate (4)
Assets
Interest-earning assets:
Loans (1) 975,624 $ 25,099 5.19 % $ 869,913 $ 20,122 4.66 %
Certificate of deposits 21,278 362 3.43 % 11,779 109 1.87 %
Interest bearing due from banks 187,676 4,541 4.88 % 243,735 566 0.47 %
Investment securities, taxable 576,845 5,356 1.87 % 601,086 3,661 1.23 %
Investment securities, non-taxable  (2) 38,292 493 2.60 % 34,817 384 2.22 %
Other interest earning assets 9,714 343 7.12 % 8,042 224 5.62 %
Total average interest-earning assets 1,809,429 36,194 4.03 % 1,769,372 25,066 2.86 %
Non-interest-earning assets:
Cash and due from banks 45,869 49,573
Premises and equipment, net 8,208 6,386
Interest receivable and other assets 58,412 47,137
Total average assets 1,921,918 $ 1,872,468
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Interest-bearing transaction deposits 441,640 635 0.29 % 436,284 135 0.06 %
Savings and MMDA’s 468,668 1,107 0.48 % 440,658 225 0.10 %
Time, 250,000 or less 62,281 575 1.86 % 38,209 45 0.24 %
Time, over 250,000 9,037 114 2.54 % 10,535 15 0.29 %
Total average interest-bearing liabilities 981,626 2,431 0.50 % 925,686 420 0.09 %
Non-interest-bearing liabilities:
Non-interest-bearing demand deposits 788,545 789,651
Interest payable and other liabilities 17,318 18,238
Total liabilities 1,787,489 1,733,575
Total average stockholders’ equity 134,429 138,893
Total average liabilities and stockholders’ equity 1,921,918 $ 1,872,468
Net interest income and net interest margin (3) $ 33,763 3.76 % $ 24,646 2.81 %

All values are in US Dollars.

(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 generally excluded. Loan interest income includes loan<br> fees, net of deferred costs of approximately $33 and $2,480 for the six months ended June 30, 2023 and 2022, respectively.  Net loan fees for the six months ended June 30, 2023 and June 30, 2022 include $0 and $2,552 in PPP loan fees<br> recognized, respectively. Also included in loan interest income is interest income recognized on nonaccrual loans paid off totaling $1,285 and $28 for the six months ended June 30, 2023 and 2022, respectively.
(2) Interest income and yields on tax-exempt securities are not presented on a taxable-equivalent basis.
--- ---
(3) Net interest margin is computed by dividing net interest income by total average interest-earning assets.
--- ---
(4) For disclosure purposes, yield /rates are annualized by dividing the number of days in the reported period by 365.
--- ---

42

Index

FIRST NORTHERN COMMUNITY BANCORP

Distribution of Average Statements of Condition and Analysis of Net Interest Income

(in thousands, except percentage amounts)

Three months ended<br><br> <br>March 31, 2023
Interest Yield/<br><br> <br>Rate Average<br><br> <br>Balance Interest Yield/<br><br> <br>Rate
Assets
Interest-earning assets:
Loans (1) 988,094 $ 13,722 5.57 % $ 963,015 $ 11,377 4.79 %
Certificates of deposit 21,491 188 3.51 % 21,063 175 3.37 %
Interest bearing due from banks 169,071 2,315 5.49 % 206,490 2,225 4.37 %
Investment securities, taxable 571,381 2,673 1.88 % 582,370 2,683 1.87 %
Investment securities, non-taxable (2) 34,953 220 2.52 % 41,668 273 2.66 %
Other interest earning assets 9,985 165 6.63 % 9,440 178 7.65 %
Total average interest-earning assets 1,794,975 19,283 4.31 % 1,824,046 16,911 3.76 %
Non-interest-earning assets:
Cash and due from banks 46,004 45,730
Premises and equipment, net 9,804 6,595
Interest receivable and other assets 59,479 57,333
Total average assets 1,910,262 $ 1,933,704
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Interest-bearing transaction deposits 425,903 377 0.36 % 457,551 258 0.23 %
Savings and MMDA’s 455,943 582 0.51 % 481,534 525 0.44 %
Time, 250,000 and under 78,378 470 2.41 % 41,774 104 1.01 %
Time, over 250,000 11,373 72 2.54 % 10,907 43 1.60 %
Total average interest-bearing liabilities 971,597 1,501 0.62 % 991,766 930 0.38 %
Non-interest-bearing liabilities:
Non-interest-bearing demand deposits 783,045 794,122
Interest payable and other liabilities 17,210 17,429
Total liabilities 1,771,852 1,803,317
Total average stockholders’ equity 138,410 130,387
Total average liabilities and stockholders’ equity 1,910,262 $ 1,933,704
Net interest income and net interest margin (3) $ 17,782 3.97 % $ 15,981 3.55 %

All values are in US Dollars.

(1) Average balances for loans include loans held-for-sale and non-accrual loans and are net of the allowance for loan losses, but non-accrued interest is generally excluded.  Loan interest income includes loan fees,<br> net of deferred costs of approximately $69 and $(36) for the three months ended June 30, 2023 and March 31, 2023, respectively. Also included in loan interest income is interest income recognized on nonaccrual loans paid off totaling $1,285<br> and $15 for the three months ended June 30, 2023 and March 31, 2023, respectively.
(2) Interest income and yields on tax-exempt securities are not presented on a taxable equivalent basis.
--- ---
(3) Net interest margin is computed by dividing net interest income by total average interest-earning assets.
--- ---
(4) For disclosure purposes, yield/rates are annualized by dividing the number of days in the reported period by 365.
--- ---

43

Index

Analysis of Changes

in Interest Income and Interest Expense

(Dollars in thousands)

Following is an analysis of changes in interest income and expense (dollars in thousands) for the three months ended June 30, 2023 over the three months ended June 30, 2022, the six months ended June 30, 2023 over the six months ended June 30, 2022, and the three months ended June 30, 2023 over the three months ended March 31, 2023.  Changes not solely due to interest rate or volume have been allocated proportionately to interest rate and volume.

Three Months Ended<br><br> <br>June 30, 2023 Six Months Ended<br><br> <br>June 30, 2023 Three Months Ended<br><br> <br>June 30, 2023
Over Over Over
Three Months Ended<br><br> <br>June 30, 2022 Six Months Ended<br><br> <br>June 30, 2022 Three Months Ended<br><br> <br>March 31, 2023
Volume Interest<br><br> <br>Rate Change Volume Interest<br><br> <br>Rate Change Volume Interest<br><br> <br>Rate Change
Increase in Interest Income:
Loans $ 1,129 $ 2,128 $ 3,257 $ 2,570 $ 2,407 $ 4,977 $ 323 $ 2,022 $ 2,345
Certificates of Deposit 72 63 135 124 129 253 4 9 13
Due From Banks (118 ) 1,977 1,859 (162 ) 4,137 3,975 (441 ) 531 90
Investment Securities - Taxable (110 ) 850 740 (155 ) 1,850 1,695 (31 ) 21 (10 )
Investment Securities - Non-taxable (1 ) 15 14 40 69 109 (40 ) (13 ) (53 )
Other Assets 13 46 59 53 66 119 11 (24 ) (13 )
$ 985 $ 5,079 $ 6,064 $ 2,470 $ 8,658 $ 11,128 $ (174 ) $ 2,546 $ 2,372
Increase in Interest Expense:
Deposits:
Interest-Bearing Transaction Deposits $ (2 ) $ 312 $ 310 $ 2 $ 498 $ 500 $ (20 ) $ 139 $ 119
Savings & MMDAs 2 465 467 15 867 882 (28 ) 85 57
Time Certificates 44 469 513 38 591 629 174 221 395
$ 44 $ 1,246 $ 1,290 $ 55 $ 1,956 $ 2,011 $ 126 $ 445 $ 571
Increase in Net Interest Income: $ 941 $ 3,833 $ 4,774 $ 2,415 $ 6,702 $ 9,117 $ (300 ) $ 2,101 $ 1,801

44

Index

CHANGES IN FINANCIAL CONDITION

The assets of the Company set forth in the Unaudited Condensed Consolidated Balance Sheets reflect a $17,389,000, or 9.3%, increase in cash and cash equivalents, a $244,000, or 1.2%, increase in certificates of deposit, a $30,432,000, or 4.9%, decrease in investment securities available-for-sale, a $47,583,000, or 4.9%, increase in net loans held-for-investment, and a $1,011,000, or 100.0%, increase in loans held-for-sale from December 31, 2022 to June 30, 2023. The increase in cash and cash equivalents was primarily due to an increase in deposit balances, primarily due to the purchase of brokered deposits coupled with deposits assumed from the branch acquisition during the first quarter of 2023, which was partially offset by seasonal fluctuations and deposit outflows due to changes in market conditions and monetary policy and originations of loans held-for-investment. The increase in certificates of deposit was due to allocating cash flows towards purchases of certificates of deposit, partially offset by maturities of certificates of deposit. The decrease in investment securities was primarily due to maturities and principal repayments on available-for-sale securities, which was partially offset by purchases of available-for-sale securities. The increase in net loans held-for-investment was primarily driven by growth in commercial real estate and residential mortgage loans, partially offset by net reductions in commercial and agricultural loans. The increase in loans held-for-sale was due to the timing of funding and sale of the loans held-for-sale pipeline. Loans held-for-sale as of June 30, 2023 were subsequently sold in July 2023.

The liabilities of the Company set forth in the Unaudited Condensed Consolidated Balance Sheets reflect an increase in total deposits of $31,802,000, or 1.8%, from December 31, 2022 to June 30, 2023. The overall increase in total deposits was primarily due to the purchase of brokered deposits during the second quarter, coupled with the assumption of $115.9 million of deposits as part of the acquisition of three branches in the California cities of Colusa, Willows, and Orland during the first quarter, which was partially offset by seasonal fluctuations and deposit outflows due to changes in market conditions and monetary policy.

CHANGES IN RESULTS OF OPERATIONS

Interest Income

The Federal Open Market Committee increased the Federal Funds rate by 75 basis points to a target range of 5.00% to 5.25% during the six months ended June 30, 2023.

Interest income on loans for the six months ended June 30, 2023 was up 24.7% from the same period in 2022, increasing from $20,122,000 to $25,099,000, and was up 31.1% for the three months ended June 30, 2023 over the same period in 2022, increasing from $10,465,000 to $13,722,000. The increase in interest income on loans for the six months ended June 30, 2023 as compared to the same period a year ago was primarily due to an increase in average balance of loans, a 53 basis point increase in yield on loans and recognition of interest on a non-performing loan, which was partially offset by a decrease in PPP fee recognition. The increase in interest income on loans for the three months ended June 30, 2023 as compared to the same period a year ago was primarily due to an increase in average balance of loans, an 89 basis point increase in yield on loans and recognition of interest on a non-performing loan, which was partially offset by a decrease in PPP fee recognition. The Company recognized a paydown during the quarter on a non-performing agricultural loan relationship, resulting in the recognition of interest totaling $1.3 million included in interest income on loans for the three and six months ended June 30, 2023. PPP processing fees received from the SBA for PPP loans originated in 2020 and 2021 were recognized as an adjustment to the effective yield over the loan’s life and fully recognized in income upon repayment or SBA forgiveness of the loan. The Company recognized the remaining balance of PPP loan fees during 2022. The Company recognized PPP processing fees totaling $0 and approximately $2.6 million for the six-month periods ended June 30, 2023 and June 30, 2022, respectively. The Company recognized PPP processing fees totaling $0 and approximately $1.2 million for the three-month periods ended June 30, 2023 and June 30, 2022, respectively.

Interest income on certificates of deposit for the six months ended June 30, 2023 was up 232.1% from the same period in 2022, increasing from $109,000 to $362,000, and was up 254.7% for the three months ended June 30, 2023 over the same period in 2022, increasing from $53,000 to $188,000. The increase in interest income on certificates of deposit for the six months ended June 30, 2023 as compared to the same period a year ago was primarily due to a 156 basis point increase in yield on certificates of deposit coupled with an increase in average balances of certificates of deposit. The increase in interest income on certificates of deposit for the three months ended June 30, 2023 as compared to the same period a year ago was primarily due to a 159 basis point increase in yield on certificates of deposit coupled with an increase in average balances of certificates of deposit.

Interest income on interest-bearing due from banks for the six months ended June 30, 2023 was up 702.3% from the same period in 2022, increasing from $566,000 to $4,541,000, and was up 407.7% for the three months ended June 30, 2023 over the same period in 2022, increasing from $456,000 to $2,315,000. This income is primarily derived from interest on reserves held at the Federal Reserve. The increase in interest income on interest-bearing due from banks for the six months ended June 30, 2023 as compared to the same period a year ago was primarily due to increases in the Federal Funds rate resulting in a 441 basis point increase in yield on interest-bearing due from banks, which was partially offset by a decrease in average balances of interest-bearing due from banks. The increase in interest income on interest-bearing due from banks for the three months ended June 30, 2023 as compared to the same period a year ago was primarily due to a 464 basis point increase in yield on interest-bearing due from banks, which was partially offset by a decrease in average balances of interest-bearing due from banks.

45

Index

Interest income on investment securities available-for-sale for the six months ended June 30, 2023 was up 44.6% from the same period in 2022, increasing from $4,045,000 to $5,849,000, and was up 35.3% for the three months ended June 30, 2023 over the same period in 2022, increasing from $2,139,000 to $2,893,000. The increase in interest income on investment securities for the six months ended June 30, 2023 as compared to the same period a year ago was primarily due to a 64 basis point increase in investment yields, which was partially offset by a decrease in average investment securities. The increase in interest income on investment securities for the three months ended June 30, 2023 as compared to the same period a year ago was primarily due to a 57 basis point increase in investment yields, which was partially offset by a decrease in average investment securities.

Interest income on other earning assets for the six months ended June 30, 2023 was up 53.1% from the same period in 2022, increasing from $224,000 to $343,000, and was up 55.7% for the three months ended June 30, 2023 over the same period in 2022, increasing from $106,000 to $165,000. This income is primarily derived from dividends received by the Federal Home Loan Bank. The increase in interest income on other earning assets for the six months ended June 30, 2023 as compared to the same period a year ago was primarily due to a 150 basis point increase in yield on other earning assets coupled with an increase in average balances of other earning assets. The increase in interest income on other earning assets for the three months ended June 30, 2023 as compared to the same period a year ago was primarily due to a 189 basis point increase in yield on other earning assets coupled with an increase in average balances of other earning assets.

The Company had no Federal Funds sold balances during the three and six months ended June 30, 2023 and June 30, 2022.

Interest Expense

Interest expense on deposits for the six months ended June 30, 2023 was up 478.8% from the same period in 2022, increasing from $420,000 to $2,431,000, and was up 611.4% for the three months ended June 30, 2023 over the same period in 2022, increasing from $211,000 to $1,501,000. The increase in interest expense for the six months ended June 30, 2023 as compared to the same period a year ago was primarily due to a 41 basis point increase in average interest-bearing deposit yield coupled with an increase in average balance of interest-bearing liabilities. The increase in interest expense for the three months ended June 30, 2023 as compared to the same period a year ago was primarily due to a 53 basis point increase in average interest-bearing deposit yield coupled with an increase in average balance of interest-bearing liabilities.

Provision for Credit Losses

Provision for credit losses for the six months ended June 30, 2023 was up 333.3% from the same period in 2022, increasing from $600,000 to $2,600,000, and was up 766.7% for the three months ended June 30, 2023 over the same period in 2022, increasing from $300,000 to $2,600,000. The increase in provision for credit losses was driven by the need to replenish the ACL for net charge-off activity as well as to provide reserves for our quarterly loan growth and increased reserve requirements due to increases in the levels of forecasted California unemployment. During the quarter ended June 30, 2023, the Company experienced a credit event related to suspected customer fraud on a single agricultural relationship that required a charge-off of $2,567,000 against the ACL. Management believes that the allowance for credit losses at June 30, 2023 appropriately reflected expected credit losses in the loan portfolio at that date.

Provision for Unfunded Lending Commitment Losses

Provision for unfunded lending commitment losses totaled $0 and $50,000 for the six-month periods ended June 30, 2023 and 2022, respectively. There was no provision for unfunded lending commitment losses for the three-month periods ended June 30, 2023 and June 30, 2022.

Provisions for unfunded lending commitment losses are included in the provision for credit losses in the Condensed Consolidated Statements of Income.

Non-Interest Income

Non-interest income was up 28.4% for the six months ended June 30, 2023 from the same period in 2022, increasing from $3,410,000 to $4,379,000.

46

Index

The increase was primarily driven by a bargain purchase gain, an increase in debit card income and decrease in losses on sales of securities, which was partially offset by decreases in loan servicing income, service charges on deposit accounts, gains on sales of loans held-for-sale and investment and brokerage income. The Company recognized a bargain purchase gain totaling approximately $1.4 million as a result of the acquisition of the Colusa, Willows, and Orland branches in the first quarter of 2023. The decrease in loan servicing income was primarily due to the prior year reversal of impairment expense on the Company’s mortgage servicing rights asset coupled with a decrease in mortgage servicing assets booked.

Non-interest income was up 0.9% for the three months ended June 30, 2023 from the same period in 2022, increasing from $1,492,000 to $1,506,000.

The increase was primarily due to a decrease in losses on sales of available-for-sale securities and an increase in debit card income, which was partially offset by decreases in service charges on deposit accounts, gains on sales of loans held-for-sale and loan servicing income.

Non-Interest Expenses

Total non-interest expenses were up 17.5% for the six months ended June 30, 2023 from the same period in 2022, increasing from $18,430,000 to $21,651,000. The increase was primarily due to increases in salaries and employee benefits expense, occupancy and equipment, data processing, amortization of core deposit intangibles and other non-interest expenses. The increase in salaries and employee benefits expense was primarily due to an increase in full-time equivalent employees. The increases in occupancy and equipment, data processing and amortization of core deposit intangibles are primarily due to the branch acquisitions in the first quarter of 2023. The branch acquisitions also contributed to the increase in other non-interest expenses such as legal expenses, consulting fees and training expenses. The recovery of loan collection expenses was due to the recognition of a paydown on a non-performing agricultural loan relationship, resulting in the recovery of back interest and $0.7 million in loan collection expense recoveries.

Total non-interest expenses were up 11.1% for the three months ended June 30, 2023 from the same period in 2022, increasing from $9,328,000 to $10,367,000. The increase was primarily due to increases in salaries and employee benefits expense, occupancy and equipment, data processing, amortization of core deposit intangibles and FDIC assessments, which was partially offset by a decrease in other non-interest expenses. The increase in salaries and employee benefits expense was primarily due to an increase in full-time equivalent employees. The increases in occupancy and equipment, data processing and amortization of core deposit intangibles was primarily due to the branch acquisitions in the first quarter of 2023. The increase in FDIC assessments was due to a base rate increase. The recovery of loan collection expenses was due to the recognition of a paydown on a non-performing agricultural loan relationship, resulting in the recovery of back interest and $0.7 million in loan collection expense recoveries.

The following table sets forth other non-interest expenses by category for the three and six months ended June 30, 2023 and 2022.

(in thousands)
Three months ended<br><br> <br>June 30, 2023 Three months ended<br><br> <br>June 30, 2022 Six months ended<br><br> <br>June 30, 2023 Six months ended<br><br> <br>June 30, 2022
Other non-interest expenses
FDIC assessments $ 310 $ 110 $ 450 $ 275
Contributions 66 45 111 82
Legal fees 147 179 340 323
Accounting and audit fees 182 152 317 269
Consulting fees 184 112 436 190
Postage expense 55 49 95 94
Telephone expense 38 38 86 74
Public relations 73 80 144 131
Training expense 45 54 128 80
Loan origination expense 57 117 127 150
Computer software depreciation 7 9 16 23
Sundry losses 65 49 123 103
Loan collection expense (recovery) (595 ) 83 (454 ) 178
Debit card expense 306 246 598 476
Other non-interest expense 457 344 860 703
Total other non-interest expenses $ 1,397 $ 1,667 $ 3,377 $ 3,151

47

Index

Income Taxes

The Company’s tax rate, the Company’s income before taxes and the amount of tax relief provided by non-taxable earnings affect the Company’s provision for income taxes. Provision for income taxes increased 57.4% for the six months ended June 30, 2023 from the same period in 2022, increasing from $2,439,000 to $3,838,000, and increased 32.5% for the three months ended June 30, 2023 from the same period in 2022, increasing from $1,326,000 to $1,757,000. The increase in provision for income taxes was primarily due to an increase in pre-tax income. The effective tax rate was 27.6% and 27.0% for the six months ended June 30, 2023 and June 30, 2022, respectively. The effective tax rate was 27.8% and 27.2% for the three months ended June 30, 2023 and June 30, 2022, respectively.

Off-Balance Sheet Commitments

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

(in thousands)
June 30, 2023 December 31, 2022
Undisbursed loan commitments $ 198,385 $ 205,610
Standby letters of credit 1,262 1,930
Commitments to sell loans 1,905 —
$ 201,552 $ 207,540

The reserve for unfunded lending commitments amounted to $1,200,000 and $700,000 as of June 30, 2023 and December 31, 2022, respectively. The reserve for unfunded lending commitments is included in other liabilities on the Condensed Consolidated Balance Sheets. See Note 7 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q, "Financial Instruments with Off-Balance Sheet Risk," for additional information.

48

Index

Asset Quality

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

• Substandard Assets – A substandard asset is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified have a well-defined<br> 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<br> of currently existing facts, conditions, and values, highly questionable or improbable.
--- ---

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

The following table summarizes the Company’s non-accrual loans net of guarantees of the State of California and U.S. Government by loan category at June 30, 2023 and December 31, 2022:

At June 30, 2023 At December 31, 2022
Gross Guaranteed Net Gross Guaranteed Net
(in thousands)
Commercial $ — $ — $ — $ — $ — $ —
Commercial real estate — — — — — —
Agriculture 5,163 — 5,163 7,416 — 7,416
Residential mortgage 412 — 412 123 — 123
Residential construction — — — — — —
Consumer 593 — 593 637 — 637
Total non-accrual loans $ 6,168 $ — $ 6,168 $ 8,176 $ — $ 8,176

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

Non-accrual loans amounted to $6,168,000 at June 30, 2023 and were comprised of four agriculture loans totaling $5,163,000, two residential mortgage loans totaling $412,000, and four consumer loans totaling $593,000. Non-accrual loans amounted to $8,176,000 at December 31, 2022 and were comprised of three agriculture loans totaling $7,416,000, one residential mortgage loan totaling $123,000 and four consumer loans totaling $637,000.

A loan is considered to be collateral dependent when repayment is expected to be provided substantially through the operation or sale of the collateral. The ACL on collateral dependent loans is measured using the fair value of the underlying collateral, adjusted for costs to sell when applicable, less the amortized cost basis of the financial asset. It is generally the Company’s policy that if the value of the underlying collateral is determined to be less than the recorded amount of the loan, a charge-off will be taken.

49

Index

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 $2,008,000, or 23.4%, to $6,571,000 during the first six months of 2023. Non-performing assets, net of guarantees, represented 0.3% of total assets at June 30, 2023.

At June 30, 2023 At December 31, 2022
Gross Guaranteed Net Gross Guaranteed Net
(dollars in thousands)
Non-accrual loans $ 6,168 $ — $ 6,168 $ 8,176 $ - $ 8,176
Loans 90 days past due and still accruing 403 — 403 403 — 403
Total non-performing loans 6,571 — 6,571 8,579 — 8,579
Other real estate owned — — — — — —
Total non-performing assets $ 6,571 $ — $ 6,571 $ 8,579 $ — $ 8,579
Non-performing loans (net of guarantees) to total loans 0.6 % 0.9 %
Non-performing assets (net of guarantees) to total assets 0.3 % 0.5 %
Allowance for credit losses to non-performing loans (net of guarantees) 237.1 % 172.4 %

The Company had one loan totaling $403,000 that was 90 days or more past due and still accruing at each of the periods ended June 30, 2023 and December 31, 2022.

Excluding the non-performing loans cited previously, loans totaling $12,718,000 and $6,490,000 were classified as substandard loans, representing potential problem loans at June 30, 2023 and December 31, 2022, respectively.  Management believes that the allowance for credit losses at June 30, 2023 and December 31, 2022 appropriately reflected expected credit losses in the loan portfolio at that date.  The ratio of the allowance for credit losses to total loans at June 30, 2023 and December 31, 2022 was 1.51% and 1.50%, respectively. The Company adopted and implemented CECL on January 1, 2023. The ratio of the allowance for credit losses to total loans as of June 30, 2023 is based on the expected loss methodology, and the ratio of allowance for credit losses to total loans as of December 31, 2022 is based on the incurred loss methodology.

Other real estate owned (“OREO”) consists of property that the Company has acquired by deed in lieu of foreclosure or through foreclosure proceedings, and property that the Company does not hold title to but is in actual control of, known as in-substance foreclosure. The estimated fair value of the property is determined prior to transferring the balance to OREO. The balance transferred to OREO is the estimated fair value of the property less estimated cost to sell.  Impairment may be deemed necessary to bring the book value of the loan equal to the appraised value. Appraisals or loan officer evaluations are then conducted periodically thereafter charging any additional impairment to the appropriate expense account. The Company had no OREO as of June 30, 2023 and December 31, 2022.

50

Index

Allowance for Credit Losses (ACL)

The Company's ACL is maintained at a level believed by management to appropriately reflect expected credit losses inherent in the loan portfolio.  The ACL 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 and utilizes historical loss trends and the remaining contractual lives of the loan portfolios to determine estimated credit losses through a reasonable and supportable forecast period.  The ACL is based on estimates, and actual losses may vary from current estimates.

The following table summarizes the ACL of the Company during the six months ended June 30, 2023 and 2022, and for the year ended December 31, 2022:

Analysis of the Allowance for Credit Losses

(Amounts in thousands, except percentage amounts)

Six months ended<br><br> <br>June 30, Year ended<br><br> <br>December 31,
2023 2022 2022
Balance at beginning of period $ 14,792 $ 13,952 $ 13,952
Impact of adopting ASC 326 800 — —
Provision for credit losses 2,600 600 900
Loans charged-off:
Commercial (178 ) (297 ) (297 )
Commercial Real Estate — — —
Agriculture (2,567 ) — —
Residential Mortgage (3 ) — —
Residential Construction — — —
Consumer (1 ) (9 ) (48 )
Total charged-off (2,749 ) (306 ) (345 )
Recoveries:
Commercial 135 24 275
Commercial Real Estate — — —
Agriculture — — —
Residential Mortgage — — —
Residential Construction — — —
Consumer 1 5 10
Total recoveries 136 29 285
Net charge-offs (2,613 ) (277 ) (60 )
Balance at end of period $ 15,579 $ 14,275 $ 14,792
Ratio of net charge-offs to average loans outstanding during the period (annualized) (0.53 %) (0.06 %) (0.01 %)
Allowance for credit losses to total loans 1.51 % 1.51 % 1.50 %
Nonaccrual loans to total loans 0.6 % 1.1 % 0.8 %
Allowance for credit losses to nonaccrual loans 252.6 % 139.4 % 180.9 %

51

Index

Deposits

Deposits are one of the Company’s primary sources of funds.  At June 30, 2023 and December 31, 2022, the Company had the following deposit mix:

June 30,<br><br> <br>2023 December 31,<br><br> <br>2022
Savings and MMDA 25.2 % 26.6 %
Time 6.3 % 2.6 %
Interest-bearing transaction 24.1 % 25.9 %
Non-interest bearing transaction 44.4 % 44.9 %

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

Maturities of time certificates of deposit of over $250,000 outstanding at June 30, 2023 and December 31, 2022 are summarized as follows:

(in thousands)
June 30, 2023 December 31, 2022
Three months or less $ 5,607 $ 1,211
Over three to six months 1,644 1,012
Over six to twelve months 3,753 3,769
Over twelve months 2,960 3,248
Total $ 13,964 $ 9,240

Liquidity and Capital Resources

In order to serve our market area and comply with banking regulations, the Company must maintain adequate liquidity and adequate capital. Liquidity refers to the Company’s ability to provide funds an acceptable cost to meet loan demand and deposit withdrawals, as well as contingency plans to meet unanticipated funding needs or loss of funding sources. These objectives can be met from either the asset or liability side of the balance sheet.

Asset liquidity sources consist of the repayments and maturities of loans, selling of loans, short-term money market investments, maturities of securities and sales of securities from the available-for-sale portfolio. These activities are generally summarized as investing activities in the Condensed Consolidated Statement of Cash Flows. For the six months ended June 30, 2023 net liquidity provided by investing activities totaled $87,379,000.

The Company’s available-for-sale investment securities plus cash and cash equivalents and certificates of deposit totaled $813,658,000 on June 30, 2023, which was 42.5% of assets at that time. This was a decrease of $12,799,000 from $826,457,000 and 44.2% of assets as of December 31, 2022. The Company’s investment securities are generally shorter term in nature to provide ongoing cash flows for liquidity needs and/or reinvestment for interest rate risk management. On June 30, 2023, the effective duration of our investment securities was 3.05 with projected principal cashflow of $94,408,000 for the remainder of 2023 available for reinvestment or liquidity needs. The Company had no held-to-maturity securities as of June 30, 2023 and December 31, 2022.

Liquidity may also be impacted from liabilities through changes in deposits and borrowings outstanding. These activities are included under financing activities in the Condensed Consolidated Statement of Cash Flows. As of June 30, 2023 the Company had $0 in borrowings outstanding. For the six months ended June 30, 2023 net liquidity used in financing activities totaled $82,978,000. While these sources of funds are expected to continue to provide significant amounts of funds in the future, their mix, as well as the possible use of other sources, will depend on future economic and market conditions.

Liquidity is also provided or used through the results of operating activities. For the six months ended June 30, 2023 operating activities provided cash of $12,988,000, primarily from net income of $10,053,000.

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 57.9% on June 30, 2023.

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Index

Loan demand during the remainder of 2023 will depend in part on economic and competitive conditions. The Company emphasizes the solicitation of non-interest-bearing demand deposits and money market checking accounts, which are the least sensitive to interest rates. The outlook for deposit balances during the remainder of 2023 is subject to actions by the Federal Reserve and heightened competition.

To meet unanticipated funding requirements, the Company maintains short-term unsecured lines of credit with other banks which totaled $122,000,000 at June 30, 2023.  Additionally, the Company has a line of credit with the FHLB, with a remaining borrowing capacity at June 30, 2023 of $378,015,000; credit availability is subject to certain collateral requirements. In addition, the Bank is eligible for participation in the newly created Bank Term Funding Program at the Federal Reserve which is intended to provide liquidity to U.S. depository institutions using 1-year advances, prepayable without penalty, provided at the one-year overnight index swap rate plus 10 basis points limited to the value of eligible collateral. Eligible collateral includes any collateral eligible for purchase by the Federal Reserve Bank, at par value, provided such collateral was owned by the borrower at March 12, 2023. As of June 30, 2023, the Company had $615,502,000 in par value of unpledged securities available to pledge to secure advances under the newly created Bank Term Funding Program.

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

In July 2013, the FRB and the other U.S. federal banking agencies adopted final rules making significant changes to the U.S. regulatory capital framework for U.S. banking organizations and to conform this framework to the guidelines published by the Basel Committee known as the Basel III Global Regulatory Framework for Capital and Liquidity.  The Basel Committee is a committee of banking supervisory authorities from major countries in the global financial system which formulates broad supervisory standards and guidelines relating to financial institutions for implementation on a country-by-country basis.   These rules adopted by the FRB and the other federal banking agencies (the U.S. Basel III Capital Rules) replaced the federal banking agencies’ general risk-based capital rules, advanced approaches rule, market risk rule, and leverage rules, in accordance with certain transition provisions.

Banks, such as First Northern, became subject to the final rules on January 1, 2015.  The final rules implement higher minimum capital requirements, include a new common equity Tier 1 capital requirement, and establish criteria that instruments must meet in order to be considered common equity Tier 1 capital, additional Tier 1 capital, or Tier 2 capital.  The final rules provide for increased minimum capital ratios as follows: (a) a common equity Tier 1 capital ratio of 4.5%; (b) a Tier 1 capital ratio of 6%; (c) a total capital ratio of 8%; and (d) a Tier 1 leverage ratio to average consolidated assets of 4%.  Under these rules, in order to avoid certain limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must hold a capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements (equal to 2.5% of total risk-weighted assets).  The capital conservation buffer is designed to absorb losses during periods of economic stress.

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

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

As of June 30, 2023, 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 June 30, 2023.

(amounts in thousands except percentage amounts)
Actual Well Capitalized
Capital Ratio Ratio<br><br> <br>Requirement
Leverage $ 175,201 8.99 % 5.0 %
Common Equity Tier 1 $ 175,201 14.56 % 6.5 %
Tier 1 Risk-Based $ 175,201 14.56 % 8.0 %
Total Risk-Based $ 190,268 15.81 % 10.0 %

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ITEM 3. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company believes that there have been no material changes in the quantitative and qualitative disclosures about market risk as of June 30, 2023, from those presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, 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 June 30, 2023.  This conclusion is based on an evaluation conducted under the supervision and with the participation of management.

(b)  During the quarter ended June 30, 2023, there were no changes in our internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II   – OTHER INFORMATION

ITEM 1. – LEGAL PROCEEDINGS

Neither the Company nor the Bank is a party to any material pending legal proceeding, nor is any of their property the subject of any material pending legal proceeding, except ordinary routine litigation arising in the ordinary course of the Bank’s business and incidental to its business, none of which is expected to have a material adverse impact upon the Company’s or the Bank’s business, financial position or results of operations.

ITEM 1A. – RISK FACTORS

For a discussion of risk factors relating to our business, please refer to Part I, Item 1A of our 2022 Form 10-K, which is incorporated by reference herein, and to the following:

Recent negative developments in the banking industry, and any legislative and/or bank regulatory actions that may result, could adversely affect our business operations, results of operations and financial condition.

The recent high-profile bank failures of Silicon Valley Bank, Signature Bank and First Republic Bank, and related negative media attention, have generated significant market trading volatility among publicly-traded bank holding companies and, in particular, regional and community banks, such as the Company. These developments have negatively impacted customer confidence in the safety and soundness of regional and community banks, which could prompt customers to choose to maintain their deposits with larger financial institutions or invest in higher yielding short-term fixed income securities, all of which could materially adversely impact our liquidity, cost of funding, loan funding capacity, net interest margin, capital and results of operations. While the Department of the Treasury, the Federal Reserve, and the FDIC have made statements assuring that depositors of recently-failed banks would have access to their deposits, including uninsured deposit accounts, there is no guarantee that such actions will be successful in restoring customer confidence in regional and community banks and the banking system more broadly. If we were required to sell a portion of our securities portfolio to address liquidity needs, we may incur losses, including as a result of the negative impact of rising interest rates on the value of our securities portfolio, which could negatively affect our earnings and our capital. While the Company has taken actions to maintain adequate and diversified sources of funding and management believes that its liquidity measures are reasonable in light of the nature of the Bank’s customer base, there can be no assurance that such actions will be sufficient in the event of a sudden liquidity crisis.

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Congress and the federal banking agencies have begun to evaluate the events leading to these recent bank failures to ascertain possible explanations for these developments, which may lead to additional legislation, agency rulemaking and/or enhanced regulatory supervision and examination policies and priorities, including the potential for an increase in the Bank’s deposit insurance assessments. Although these legislative and regulatory actions cannot be predicted with certainty, any of these potential legislative or regulatory actions could, among other things, subject us to additional costs, limit the types of financial services and products we may offer, and reduce our profitability, any of which could materially and adversely affect our business, results of operations or financial condition. The FDIC has recently proposed that Congress consider various changes in the FDIC insurance program, including possible increases in the deposit insurance limit for certain types of accounts, such as business payroll processing accounts.

Economic Conditions in the U.S. May Soften or Become Recessionary with Resultant Adverse Consequences for the U.S. Financial Services Industry and for the Bank

Following the financial crisis of 2008, adverse financial and economic developments impacted U.S. and global economies and financial markets and presented challenges for the banking and financial services industry and for us. These developments included a general recession both globally and in the U.S. accompanied by substantial volatility in the financial markets.

In response, various significant economic and monetary stimulus measures were implemented by the U.S. government. The FRB also pursued a highly accommodative monetary policy aimed at keeping interest rates at historically low levels although the FRB has more recently modified certain aspects of this policy by gradually increasing short-term interest rates and reducing its balance sheet. The U.S. economy has experienced a period of significant expansion in recent years; however, this expansion is not likely to continue indefinitely and, at some point, economic conditions in the U.S. are likely to soften or become recessionary. We, and other financial services companies, are impacted to a significant degree by current economic conditions. The U.S. government continues to face significant fiscal and budgetary challenges which, if not resolved, could result in renewed adverse U.S. economic conditions. These challenges may be intensified over time if federal budget deficits were to increase and Congress and the Administration cannot effectively work to address them.

The overall level of the federal government’s debt, the extensive political disagreements regarding the government’s statutory debt limit and the continuing substantial federal budget deficits led to a downgrade from “AAA” to “AA+” of the long-term sovereign credit rating of United States debt by one credit rating agency.  On August 1, 2023, a second credit rating agency downgraded certain of the United States’ long-term debt ratings to AA+ from AAA citing an expected fiscal deterioration over the next three years, a high and growing general government debt burden and the erosion of governance relative to other highly rated peers over the last two decades resulting in repeated debt limit standoffs and last-minute resolutions.   This risk could be exacerbated over time.

If substantial federal budget deficits were to continue in the years ahead, further downgrades by the credit rating agencies with respect to the obligations of the U.S. federal government could occur. Any such further downgrades could increase over time the U.S. federal government’s cost of borrowing, which may worsen its fiscal challenges, as well as generate upward pressure on interest rates generally in the U.S. which could, in turn, have adverse consequences for borrowers and the level of business activity. It is also possible that the federal government’s fiscal and budgetary challenges could be intensified over time as a result of the federal tax legislation signed into law in December of 2017 if the reductions in tax rates along with greater government spending result in increased federal budget deficits. The long-term impact of this situation, including the impact to the Bank’s investment securities portfolio and other assets, cannot be predicted.

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

The Bank’s allowance for credit losses on loans was approximately $15.6 million, or 1.51% of total loans, at June 30, 2023, compared to allowance for loan losses of approximately $14.8 million, or 1.50% of total loans, at December 31, 2022, and 237.1% of total non-performing loans net of guaranteed portions at June 30, 2023, compared to 172.4% of total non-performing loans, net of guaranteed portions at December 31, 2022.  Provision

      for credit losses totaling $2.6 million for the six months ended June 30, 2023, compared to $0.6 million for the six months ended June 30, 2022. Provision for credit losses totaling $2.6 million for the three months ended June 30, 2023, compared
      to $0.3 for the three months ended June 30, 2022. The increase in provision for credit losses was primarily due to an agricultural relationship that required a charge-off of $2.6 million, coupled with loan growth during the quarter ended June 30,
      2023.

The COVID-19 pandemic and related responses to the pandemic by federal, state and local governments negatively impacted the U.S., California and global economies, significantly increased economic uncertainty, reduced economic activity, increased unemployment levels, and resulted in temporary and permanent closures of many businesses and restrictions on business and social activities in many states and communities, including many markets where we have operations. The pandemic has resulted and may continue to result in the recognition of credit losses in our loan portfolios and increases in our allowance for credit losses.  Material future additions to the allowance for estimated losses on loans may be necessary if such material adverse changes in economic conditions were to continue to occur and the performance of the Bank’s loan portfolio were to deteriorate.

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An allowance for losses on other real estate owned may also be required in order to reflect changes in the markets for real estate in which the Bank’s other real estate owned is located and other factors which may result in adjustments which are necessary to ensure that the Bank’s foreclosed assets are carried at the lower of cost or fair value, less estimated costs to dispose of the properties.  Moreover, the FDIC and the California DFPI, as an integral part of their examination process, periodically review the Bank’s allowance for estimated losses on loans and the carrying value of its assets.  Increases in the provisions for estimated losses on loans and foreclosed assets would adversely affect the Bank’s financial condition and results of operations.

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

The Bank’s primary lending focus has historically been commercial (including agricultural), construction, and real estate mortgage.  At June 30, 2023, real estate mortgage (excluding loans held-for-sale) and construction loans (residential and other) comprised approximately 86% and 2%, respectively, of the total loans in the Bank’s portfolio.  At June 30, 2023, all of the Bank’s real estate mortgage and construction loans and approximately 2% of its commercial loans were secured fully or in part by deeds of trust on underlying real estate.  The Company’s dependence on real estate increases the risk of loss in both the Bank’s loan portfolio and its holdings of other real estate owned if economic conditions in Northern California were to deteriorate. Deterioration of the real estate market in Northern California would have a material adverse effect on the Company’s business, financial condition, and results of operations.

The CFPB has adopted various regulations which have impacted, and will continue to impact, our residential mortgage lending business.

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

Issuer Purchases of Equity Securities

The Company made the following purchases of its common stock during the three months ended  June 30, 2023:

(a) (b) (c) (d)
Period Total number of<br><br> <br>shares purchased Average price<br><br> <br>paid per share Number of shares<br><br> <br>purchased as part of<br><br> <br>publicly announced<br><br> <br>plans or programs Maximum number of<br><br> <br>shares that may yet be<br><br> <br>purchased under the<br><br> <br>plans or programs^(1)^
April 1 - April 30, 2023 200 $ 7.60 200 16,274
May 1 - May 31, 2023 — — — 16,274
June 1 - June 30, 2023 16,274 $ 7.05 16,274 —
Total 16,474 16,474
(1) On May 20, 2021, the Company approved a stock repurchase program effective June 15, 2021.  The stock repurchase program, which remained in effect until June 14, 2023, allowed repurchases by the Company in<br> an aggregate amount of up to 4% of the Company’s 13,680,085 outstanding shares of common stock as of March 31, 2021.  This represented total shares of 547,203 eligible for repurchase.  The Company repurchased 21,325 and 505,824 shares of<br> the Company's outstanding common stock during the years ended December 31, 2022 and 2021, respectively.
--- ---
ITEM 3. – DEFAULTS UPON SENIOR SECURITIES
--- ---

None.

ITEM 4. – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. – OTHER INFORMATION

None.

ITEM 6. – EXHIBITS
Exhibit<br><br> <br>Number Description of Document
--- ---
3.1 Amended Articles of Incorporation of the Company, as amended May 30, 2023
31.1 Rule 13a — 14(a) Certification of Chief Executive Officer
31.2 Rule 13a — 14(a) Certification of Chief Financial Officer
32.1** Statement of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
32.2** Statement of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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

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

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SIGNATURES

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

FIRST NORTHERN COMMUNITY BANCORP
Date: August 10, 2023 By: /s/  Kevin Spink
Kevin Spink, Executive Vice President / Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)

59

EXHIBIT 3.1

1

AMENDED ARTICLES OF INCORPORATION

OF FIRST NORTHERN COMMUNITY BANCORP,

a California Corporation

ARTICLE 1

The name of the corporation is First Northern Community Bancorp.

ARTICLE 2

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE 3

The name in the State of California of the corporation's initial agent for service of process is:

CT Corporation System

ARTICLE 4

The Corporation is authorized to issue two classes of shares to be designated respectively Common Stock (“Common Stock”) and Preferred Stock (“Preferred Stock”).  The total number of shares of all classes of capital stock that the Corporation is authorized to issue is Sixteen Million, Forty Thousand, Two Hundred and Thirty-Eight (16,040,238) shares.  The total number of shares of Common Stock, without par value, the Corporation shall have authority to issue is Sixteen Million (16,000,000).  The total number of shares of Preferred Stock, the Corporation shall have authority to issue shall be Forty Thousand, Two Hundred and Thirty-Eight (40,238), consisting of Seventeen Thousand, Three Hundred and Ninety (17,390) shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, and Twenty-Two Thousand Eight Hundred and Forty-Eight (22,848) shares of Preferred Stock, without par value per share.  The Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, was issued by the Corporation on March 13, 2009 for purposes of permitting the Corporation to participate in the Capital Purchase Program instituted as part of the United States Department of Treasury’s Troubled Asset Relief Program pursuant to the Emergency Economic Stabilization Act of 2008 and shall not be available for reissuance for any other purpose.  The Board of Directors is hereby authorized from time to time in one or more series or classes to provide by resolution for the issuance of up to Twenty-Two Thousand Eight Hundred and Forty-Eight (22,848) shares of Preferred Stock, no par value per share, to participate in the United States Department of Treasury’s Small Business Lending Fund instituted under the United States Small Business Jobs Act of 2010.  Subject to the foregoing restrictions, and to the extent not prohibited by law, the Board of Directors is authorized:  (i) to fix the number of shares of any series or class of Preferred Stock and to determine the designation of any such series or class, (ii) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series or class of Preferred Stock, including but not limited to rights, preferences, privileges, and restrictions regarding dividends, liquidation, conversion, redemption and voting (including provisions specifying more than one vote per share) and, (iii) within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series or class, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series or class subsequent to the issue of shares of that series or class.

ARTICLE 5

Except as specified hereinbelow, each holder of Common Stock of the corporation shall have full preemptive rights, as defined by law, to subscribe for or purchase such holder's proportionate share of any Common Stock that may be offered for sale or sold at any time by the corporation. The Board of Directors shall have the power to prescribe a reasonable period of time within which the preemptive rights to subscribe to the new shares of Common Stock must be exercised. The foregoing right shall not apply to the sale or issuance by the corporation of additional shares of Common Stock (i) in connection with the acquisition by the corporation of another entity or business segment of any such entity by merger, purchase of all or substantially all the assets or other type of acquisition transaction; (ii) pursuant to any stock option, stock purchase or other stock plan, agreement or arrangement previously approved by the corporation's shareholders; (iii) in a public offering provided that the terms of the offering include a requirement that if the offering is over-subscribed, shares will be allocated on a pro rata basis based on actual paid subscriptions received by the corporation; or (iv) pursuant to corporation’s participating the Capital Purchase Program, or otherwise in connection with the Capital Purchase Program.

2

ARTICLE 6

6.1 In addition to any affirmative vote required by law or these Articles of Incorporation, and except as otherwise expressly provided in Section 6.2 of this Article 6, any "Business Combination" (as hereinafter defined), which shall be consummated at a time when there shall exist an "Interested Shareholder" (as hereinafter defined), shall require the affirmative vote of the holders of at least sixty-six and two thirds percent (66 2/3%) of the then outstanding shares of Common Stock of this corporation entitled to vote. Such affirmative vote shall be required notwithstanding the fact that no vote may be required or that a lesser percentage may be specified by law or otherwise.

In addition to the higher vote requirement, except as otherwise expressly provided in Section 6.2 of this Article 6, prior to affecting any such Business Combination all of the following conditions shall have been met:

6.1.1 The aggregate amount of the cash and the "Fair Market Value" (as hereinafter defined) as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of the Common Stock in such Business Combination shall be at least equal to the higher of the following:

6.1.1.1 (if applicable) The highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the Interested Shareholder for any shares of the Common Stock acquired by it (a) within the two-year period immediately prior to the first public announcement of the proposal of the Business Combination (the "Announcement Date") or (b) in the transaction in which it became an Interested Shareholder, if within two years of the Announcement Date, whichever is higher; and

6.1.1.2 The Fair Market Value per share of the Common Stock on the Announcement Date or on the date on which the Interested Shareholder became an Interested Shareholder the ("Determination Date"), if within two years of the Announcement Date, whichever is higher.

6.1.2 The consideration to be received by holders of the Common Stock shall be in cash or in the same form as the Interested Shareholder has previously paid for shares of the Common Stock. The price determined in accordance with Section 6.1.1 shall be subject to appropriate adjustment in the event of any stock dividend, stock split, combination of shares or similar event.

6.1.3 After such shareholder has become an Interested Shareholder and prior to the consummation of such Business Combination and except to the extent that the corporation may be prohibited by law from making a distribution to shareholders: (1) there shall have been (a) no reduction in the annual rate of dividends paid on the Common Stock of this corporation (except as necessary to reflect any subdivision of the Common Stock), except as approved by at least sixty-six and two-thirds percent (66 2/3%) of the "Disinterested Directors" (as hereinafter defined), and (b) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number or outstanding shares of the Common Stock, unless the failure so to increase such annual rate is approved by at least sixty-six and two-thirds percent (66 2/3%) of the Disinterested Directors; and (3) such Interested Shareholder shall have not become the beneficial owner of any additional shares of stock of this corporation except as part of the transaction which results in such shareholder becoming an Interested Shareholder within the two-year period prior to such consummation.

6.1.4 After such shareholder has become an Interested Shareholder, such Interested Shareholder shall not have received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by this corporation or any "Subsidiary" (as hereinafter defined), whether in anticipation of or in connection with such Business Combination or otherwise.

6.1.5 A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to all holders of the Common Stock of this corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

3

6.2 The provisions of Section 6.1 of this Article 6 shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law and any other provision of these Articles of Incorporation, if the Business Combination shall have been approved by at least sixty-six and two-thirds percent (66 2/3%) of the Disinterested Directors; or, if either

6.2.1 there is pending any proceeding or other action by the Federal Deposit Insurance Corporation pursuant to ss. 1818(a) or ss. 1823(c) of Title 12 of the United States Code in connection with any of the banking subsidiaries of the corporation; or

6.2.2 there is outstanding any order of the Commissioner of Financial Institutions of the State of California pursuant to California Financial Code ss.ss. 3100-3132 or ss.ss. 3180-3187 against any banking subsidiary of the corporation, or any other provision of similar purpose as hereinafter adopted and as the same may be amended at a future time.

6.3 For the purposes of this Article 6 the following definitions apply:

6.3.1 A "person" means any individual, firm, corporation or other entity.

6.3.2 "Interested Shareholder" means any person (other than this corporation or any Subsidiary) who or which:

6.3.2.1 is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the issued and outstanding stock of this corporation; or

6.3.2.2 is an "Affiliate" of this corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of ten percent (10%) or more of the issued and outstanding stock of this corporation; or

6.3.2.3 is an assignee of or has otherwise succeeded to any shares of stock of this Corporation which were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

6.3.3 A person shall be a "beneficial owner" of stock of this corporation:

6.3.3.1 which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or

6.3.3.2 which such person or any of its Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (b) the right to vote pursuant to any agreement, arrangement or understanding; or

6.3.3.3 which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of stock of this corporation.

6.3.4 "Business Combination" shall include:

6.3.4.1 any merger or consolidation of the corporation or any Subsidiary with (i) any Interested Shareholder or (ii) any other corporation or other business entity (whether or not itself an Interested Shareholder) which is, or after such merger or consolidation would be, an Affiliate of an Interested Shareholder; or

6.3.4.2 any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Shareholder or any Affiliate of any Interested Shareholder of any assets of the corporation or any Subsidiary having an aggregate Fair Market Value of ten percent (10%) or more of the total value of the assets of the corporation reflected in the most recent balance sheet of the corporation; or

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6.3.4.3 the issuance or transfer by the corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the corporation or any Subsidiary to any Interested Shareholder or any Affiliate of any Interested Shareholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of twenty percent (20%) of shareholders' equity or more; or

6.3.4.4 the adoption of any plan or proposal for the liquidation or dissolution of the corporation proposed by or on behalf of any Interested Shareholder or any Affiliate of any Interested Shareholder; except that this provision shall not limit the right of the shareholders to elect voluntarily to wind up or dissolve the corporation by the vote of shareholders holding shares of stock representing fifty percent (50%) or more of the stock then entitled to vote in the election of directors; or

6.3.4.5 any reclassification of the corporation's securities (including any reverse stock split), or recapitalization of the corporation, or any merger or consolidation of the corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving any Interested Shareholder) which has the effect, directly or indirectly, of increasing the proportionate beneficial ownership of any Interested Shareholder or any Affiliate of any Interested Shareholder in the outstanding shares of any class of equity or convertible securities of the corporation or any Subsidiary.

6.3.5 "Affiliate," and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on January 1, 2000.

6.3.6 "Disinterested Director" means any member of the Board of Directors who is unaffiliated with the Interested Shareholder and was a member of the Board of Directors prior to the time that the Interested Shareholder became an Interested Shareholder, and any successor of a Disinterested Director who is unaffiliated with the Interested Shareholder and is recommended to succeed a Disinterested Director by a majority of Disinterested Directors then on the Board of Directors.

6.3.7 "Fair Market Value" means as to the stock of this corporation the fair market value on the date in question of a share of such stock as determined by the Board of Directors in good faith; and in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board of Directors in good faith.

6.3.8 "Subsidiary" means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by this corporation; provided, however, that for purposes of the definition of Interested Shareholder, the term "Subsidiary" shall mean only a corporation of which a majority of each class of equity security is owned directly or indirectly by this corporation.

In the event of any Business Combination in which this corporation survives, the phrase "other consideration to be received" as used in Section 6.1 of this Article 6 shall include the shares of stock of this corporation retained by the holders of such shares.

6.4 A majority of the directors shall have the power and duty to determine for the purposes of this Article 6, on the basis of information known to them after reasonable inquiry, (A) whether a person is an Interested Shareholder, (B) the number of shares of stock of this corporation beneficially owned by any person, (C) whether a person is an Affiliate or Associate of another, or (D) whether the assets which are the subject of any Business Combination constitute substantially all assets of this corporation. A majority of the directors shall have the further power to interpret all of the terms and provisions of this Article 6.

6.5 Nothing contained in this Article 6 shall be construed to relieve any Interested Shareholder from any fiduciary obligation imposed by law.

6.6 Notwithstanding any other provisions of these Articles of Incorporation or the By-laws (and notwithstanding the fact that a lesser percentage may be specified by law, these Articles of Incorporation or the By-laws) the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding stock of this corporation shall be required to amend, repeal or adopt any provisions inconsistent with this Article 6.

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ARTICLE 7

The Board of Directors, when evaluating any offer of another party to (a) make a tender or exchange offer for any Equity Security (as defined hereinafter) of the corporation, (b) merge or consolidate the corporation with another corporation, or (c) purchase, lease, or otherwise acquire all or substantially all of the property of the corporation, shall in connection with the exercise of its judgment in determining what is in the best interests of the corporation and its shareholders consider all of the following factors and any other factors it deems relevant: (i) the social and economic effects on the employees, shareholders, customers, suppliers, and other constituents of the corporation and its subsidiaries and on the communities in which the corporation or its subsidiaries operate or are located, including, without limitation, the availability of credit and other banking services to the communities served by the corporation; (ii) whether the proposed transaction might violate federal or state laws; and (iii) not only the consideration being offered in the proposed transaction in relation to the then current market price for or book value of the outstanding Common Stock of the corporation, but also to the market price for or book value of the Common Stock of the corporation over a period of years and the corporation's future value as an independent entity. For purposes of this Article 7, "Equity Security" shall have the meaning ascribed to such term in Section 3(a)(11) of the Securities Exchange Act of 1934, as in effect on January 1, 2000.

ARTICLE 8

The liability of directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. The corporation is authorized to provide indemnification of agents (as defined in section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors, or otherwise, to the fullest extent permissible under California law. Any amendment, repeal or modification of any provision of this Article 8 shall not adversely affect any right or protection of an agent of the corporation existing at the time of such amendment, repeal or modification.

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EXHIBIT 31.1

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

I, Jeremiah Z. Smith, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: August 10, 2023
/s/ Jeremiah Z. Smith
Jeremiah Z. Smith, President and Chief Executive Officer<br><br> <br>(Principal Executive Officer)

EXHIBIT 31.2

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

I, Kevin Spink, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: August 10, 2023
/s/ Kevin Spink
Kevin Spink, Executive Vice President / Chief Financial Officer<br><br> <br>(Principal Financial Officer and Principal Accounting Officer)

EXHIBIT 32.1

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

In connection with the filing of the Quarterly Report of First Northern Community Bancorp (the “Company”) on Form 10-Q for the period ended June 30, 2023 (the “Report”), I, Jeremiah Z. Smith, the Chief Executive Officer of the Company, certify pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge,

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

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

Date: August 10, 2023 /s/  Jeremiah Z. Smith
Jeremiah Z. Smith, President and Chief Executive Officer<br><br> <br>(Principal Executive Officer)

EXHIBIT 32.2

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

In connection with the filing of the Quarterly Report of First Northern Community Bancorp (the “Company”) on Form 10-Q for the period ended June 30, 2023 (the “Report”), I, Kevin Spink, the Chief Financial Officer of the Company, certify pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge,

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

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

Date: August 10, 2023 /s/  Kevin Spink
Kevin Spink, Executive Vice President / Chief Financial Officer<br><br> <br>(Principal Financial Officer and Principal Accounting Officer)

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