UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - - -------------------------------------------------------------------------- F O R M 1 0 - Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 0-27982 FIRST NORTHERN CAPITAL CORP. (Exact name of registrant as specified in its charter) WISCONSIN 39-1830142 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 201 NORTH MONROE AVENUE P.O. BOX 23100 GREEN BAY, WISCONSIN 54305-3100 (414) 437-7101 (Address, including Zip Code, and telephone number, including area code, of registrant s principal executive offices) INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO THE NUMBER OF SHARES OUTSTANDING OF THE ISSUER'S COMMON STOCK, $1.00 PAR VALUE PER SHARE, WAS 4,419,335, AT APRIL 30, 1997. INDEX PART I - FINANCIAL INFORMATION PAGE NO. ITEM 1. FINANCIAL STATEMENTS Unaudited Consolidated Statements of Financial Condition as of March 31, 1997 and December 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . 3 Unaudited Consolidated Statements of Operations for the Three Months Ended March 31, 1997 and March 31, 1996 . . . . . . . . . . . . . . . . 4 Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1997 and March 31, 1996 . . . . . . . . . . . . . . . . . 5 Notes to Unaudited Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . 6 - 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . 19 -20 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . 20 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 2 FIRST NORTHERN CAPITAL CORP. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION MARCH 31, 1997 DECEMBER 31, 1996 ------------------- -------------------- (In Thousands) Assets Cash $ 5,728 $ 1,965 Interest-earning deposits 100 1,598 ---------- ---------- CASH AND CASH EQUIVALENTS 5,828 3,563 Securities available-for-sale, at fair value Investment securities 6,338 5,635 Mortgage-related securities 1,692 1,837 Securities held-to-maturity Investment securities (estimated fair value of $17,743 - 1997; $16,633 - 1996) 17,769 16,583 Mortgage-related securities (estimated fair value of $9,065 - 1997; $9,247 - 1996) 9,264 9,325 Loans held for sale 1,854 2,532 Loans receivable 552,132 553,995 Accrued interest receivable 3,292 3,295 Foreclosed properties and repossessed assets 88 189 Office properties and equipment 8,639 8,350 Federal Home Loan Bank stock 4,273 3,773 Prepaid expenses and other assets 6,730 6,426 -------- -------- $617,899 $615,503 ======== ======== Liabilities Deposits $467,381 $458,323 Borrowings 71,951 77,272 Advance payments by borrowers for taxes and insurance 3,136 5,447 Other liabilities 4,314 4,237 -------- -------- TOTAL LIABILITIES 546,782 545,279 Stockholders' Equity Cumulative preferred stock, $1 par value; 10,000,000 shares authorized; none outstanding Common stock, $1 par value; 30,000,000 shares authorized; shares issued: 4,568,052 - 1997 and 1996 4,568 4,568 Additional paid-in capital 14,140 14,389 Unrealized gains on securities available-for-sale, net of taxes 354 385 Treasury stock at cost (148,717 - 1997; 180,623 - 1996) (2,361) (2,853) Retained earnings 54,416 53,735 -------- -------- TOTAL STOCKHOLDERS' EQUITY 71,117 70,224 -------- -------- $617,899 $615,503 ======== ======== See Notes to Unaudited Consolidated Financial Statements FIRST NORTHERN CAPITAL CORP. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF INCOME THREE MONTHS ENDED MARCH 31 1997 1996 --------- --------- (In Thousands, Except Per Share Amounts) Interest income: Mortgage loans $7,598 $6,999 Consumer loans 2,889 2,508 Investment securities 419 385 Interest-earning deposits 10 20 Mortgage-related securities 178 134 ------ ------ TOTAL INTEREST INCOME 11,094 10,046 Interest expense: Deposits 5,061 5,098 Borrowings 1,156 503 Advance payments by borrowers for taxes and insurance 14 15 ------ ------ TOTAL INTEREST EXPENSE 6,231 5,616 ------ ------ NET INTEREST INCOME 4,863 4,430 Provision for loan losses 75 60 ------ ------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,788 4,370 Non-interest income: Fees on serviced loans 83 91 Loan fees and service charges 60 46 Deposit account service charges 289 203 Insurance commissions 106 61 Gains on sales of loans 50 91 Other 148 104 ------ ------ TOTAL NON-INTEREST INCOME 736 596 Non-interest expense: Compensation, payroll taxes and other employee benefits 1,786 1,682 Federal insurance premiums 60 261 Occupancy 238 233 Data processing 338 303 Furniture and equipment 125 136 Telephone and postage 129 126 Marketing 100 67 Other 519 502 ------- ------ TOTAL NON-INTEREST EXPENSE 3,295 3,310 ------- ------ INCOME BEFORE INCOME TAXES 2,229 1,656 Income taxes 844 567 ------- ------ NET INCOME $ 1,385 $ 1,089 ======= ======= PRIMARY NET INCOME PER SHARE $0.31 $0.23 ===== ===== CASH DIVIDENDS PAID PER SHARE $0.16 $0.15 ===== ===== See Notes to Unaudited Consolidated Financial Statements FIRST NORTHERN CAPITAL CORP. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31 1997 1996 -------- --------- (In Thousands) Operating Activities Net income $ 1,385 $ 1,089 Adjustments to reconcile net income to cash provided by operating activities: Provision for losses on loans and real estate 75 60 Provision for depreciation and amortization 212 188 Gains on sales of loans (50) (91) Loans originated for sale (3,044) (4,520) Proceeds from loan sales 3,722 4,806 Decrease in interest receivable 3 58 Increase in interest payable 37 183 Other (156) (551) ------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 2,184 1,222 ------- -------- Investing Activities Proceeds from maturities of investment securities and interest-earning deposits 1,800 4,000 Purchases of investment securities (3,740) (3,000) Principal repayments of mortgage-related securities 201 115 Purchase of mortgage-related securities (4,963) Loan originations and purchases (29,339) (32,958) Loan principal repayments 31,199 28,649 Purchases of office properties and equipment (501) (144) Purchase of Federal Home Loan Bank stock (500) (5) ------- ------- NET CASH USED BY INVESTING ACTIVITIES (880) (8,306) ------- ------- Financing Activities Net increase in deposits 9,021 6,704 Net decrease in short-term borrowings (3,397) Proceeds from long term borrowings 13,575 19,500 Repayments of long term borrowings (15,500) (5,000) Cash dividends (704) (685) Purchase of treasury stock (170) (240) Proceeds from exercise of stock option 447 117 Net decrease in advance payments by borrowers for taxes and insurance (2,311) (3,222) -------- ------- NET CASH PROVIDED BY FINANCING ACTIVITIES 961 17,174 -------- ------- INCREASE IN CASH AND CASH EQUIVALENTS 2,265 10,090 Cash and cash equivalents at beginning of period 3,563 1,274 -------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,828 $11,364 ======== ======= Supplemental Information to the Statement of Cash Flows: Interest credited and paid on deposits $5,367 $4,916 Interest paid on borrowings 1,914 447 Payments for federal and state income taxes 135 283 Loans transferred to foreclosed properties and repossessed assets 112 111 See Notes to Unaudited Consolidated Financial Statements FIRST NORTHERN CAPITAL CORP. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS General (1) The consolidated financial statements include the accounts of First Northern Capital Corp. ( First Northern or the Company ) and its wholly-owned subsidiary First Northern Savings Bank, S.A. and its subsidiaries (collectively, the "Savings Bank"): Great Northern Financial Services Corporation ("GNFSC"), First Northern Investments Incorporated ("FNII"), Keystone Financial Services, Incorporated ("Keystone")and First Northern Financial Services, Incorporated. All significant intercompany balances and transactions have been eliminated according to generally accepted accounting principles. The Savings Bank's ownership of Savings Financial Corporation ("SFC"), a 50% owned subsidiary, is accounted for by the equity method. (2) The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information, Rule 10-01 of Regulation S-X and the instructions to Form 10-Q. The financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial information. In the opinion of First Northern, the accompanying Unaudited Consolidated Statements of Financial Condition, Unaudited Consolidated Statements of Income and Unaudited Consolidated Statements of Cash Flows contain all adjustments, which are of a normal recurring nature, necessary to present fairly the consolidated financial position of the Company and subsidiaries at March 31, 1997 and December 31, 1996, the results of their operations for the three months ended March 31, 1997 and 1996 and their cash flows for the three months ended March 31, 1997 and 1996. The accompanying Unaudited Consolidated Financial Statements and related notes should be read in conjunction with First Northern's 1996 Annual Report to Stockholders. (3) In February 1997, the Financial Accounting Standards Board issued Statement No. 128, Earnings per Share, which is effective for interim and annual periods ending after December 15, 1997. At that time, First Northern will be required to change the method currently used to compute earnings per share and to restate all prior periods. Under the new requirements, primary earnings per share will be replaced by basic earnings per share and the dilutive effect of stock options will be excluded. Statement No. 128 will have no impact on primary earnings per share for the first quarter ended March 31, 1997, and will increase primary earnings per share $0.01 for the first quarter ended March 31, 1996. The impact of Statement No. 128 on the calculation of fully diluted earnings per share for these quarters is not material. (4) Securities Available-for-Sale The amortized cost and estimated fair values of securities available-for- sale are as follows: Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value ---------- ---------- ------------ ----------- (In Thousands) At March 31, 1997: Asset Management Funds $ 483 $(10) $ 473 Federal Home Loan Mortgage Corporation stock 33 $621 654 U.S. government and agency securities 5,235 2 (26) 5,211 -------- ------- ------- --------- 5,751 623 (36) 6,338 Mortgage-related securities 1,688 4 1,692 --------- ------- ------- --------- $7,439 $627 $(36) $8,030 ====== ==== ==== ===== At December 31, 1996: Asset Management Funds $ 476 $ (5) $ 471 Federal Home Loan Mortgage Corporation stock 33 $629 662 U.S. government and agency securities 4,495 22 (15) 4,502 -------- ------- ------ --------- 5,004 651 (20) 5,635 Mortgage-related securities 1,828 9 1,837 --------- ------ ------ --------- $6,832 $660 $(20) $7,472 ===== ==== ==== ===== (5) Securities Held-to-Maturity The amortized cost and estimated fair values of investment securities held-to-maturity, which consist of U.S. government and agency securities, are as follows: Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value ----------- ------------ ------------ ----------- (In Thousands) At March 31, 1997 $17,769 $40 $(66) $17,743 ====== === ==== ====== At December 31, 1996 $16,583 $86 $(36) $16,633 ====== === ==== ====== At March 31, 1997, these investment securities have the following maturities: Amortized Estimated Cost Fair Value -------------- -------------- (In Thousands) Due in one year or less $ 7,504 $ 7,539 Due after one year through 5 years 10,265 10,204 ------- ------- $17,769 $17,743 ====== ====== The amortized cost and estimated fair values of mortgage-related securities held-to-maturity are as follows: Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value ----------- ----------- ----------- ------------ (In Thousands) At March 31, 1997: Federal Home Loan Mortgage Corporation $5,533 $39 $(160) $5,412 Federal National Mortgage Association 3,731 5 ( 83) 3,653 ------ --- ------ --------- $9,264 $44 $(243) $9,065 ===== === ===== ===== At December 31, 1996: Federal Home Loan Mortgage Corporation $5,595 $50 $ (89) $5,556 Federal National Mortgage Association 3,730 17 (56) 3,691 ------ --- -------- --------- $9,325 $67 $(145) $9,247 ===== === ===== ===== (6) Loans Receivable Loans receivable consist of the following: March 31 December 31 1997 1996 ----------- ------------ (In Thousands) First mortgage loans: One to four family residential $377,431 $376,189 Five or more family residential 19,186 20,154 Commercial real estate 9,538 9,975 Construction-residential 13,149 16,306 Construction-commercial 1,521 1,701 Other 2,126 1,900 -------- -------- 422,951 426,225 Consumer loans: Consumer 17,847 18,179 Second mortgage 60,599 59,148 Automobile 59,735 60,339 -------- -------- 138,181 137,666 -------- -------- 561,132 563,891 Less: Undisbursed loan proceeds 5,019 5,942 Allowance for losses 2,987 2,937 Unearned loan fees 994 1,017 -------- -------- 9,000 9,896 -------- -------- $552,132 $553,995 ======== ======== (7) The weighted average number of shares outstanding, including common stock equivalents, for the three months ended March 31, 1997 and 1996 were 4,534,345 and 4,677,807, respectively. (8) Certain amounts in 1996 financial statements have been reclassified to conform to the 1997 presentations. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAUTIONARY FACTORS This 10-Q contains various forward-looking statements concerning the Company's prospects that are based on the current expectations and beliefs of Management. Forward-looking statements may also be made by the Company from time to time in other reports and documents as well as oral presentations. When used in written documents or oral statements, the words anticipate, believe, estimate, expect, objective and similar expressions are intended to identify forward- looking statements. The statements contained herein and such future statements involve or may involve certain assumptions, risks and uncertainties, many of which are beyond the Company's control, that could cause the Company's actual results and performance to differ materially from what is expected. In addition to the assumptions and other factors referenced specifically in connection with such statements, the following factors could impact the business and financial prospects of the Company: general economic conditions; legislative and regulatory initiatives; monetary and fiscal policies of the federal government; deposit flows; disintermediation; the cost of funds; general market rates of interest; interest rates or investment returns on competing investments; demand for loan products; demand for financial services; changes in accounting policies or guidelines; and changes in the quality or composition of the Savings Bank s loan and investment portfolios and the investment portfolio of FNII. FINANCIAL CONDITION BALANCE SHEET CASH AND CASH EQUIVALENTS. Cash and cash equivalents were $2.3 million greater at March 31, 1997, as compared to December 31, 1996, primarily as the result of customer deposits made to demand deposit accounts on March 31, 1997. These funds are not available to be used until the following day. Any cash that is not immediately needed to fund loans or operations is invested in overnight interest-earning deposits. SECURITIES AVAILABLE-FOR-SALE. Securities available-for-sale increased approximately $0.6 million as of March 31, 1997, as compared to December 31, 1996, primarily as the result of a purchase of a U.S. Government security. SECURITIES HELD-TO-MATURITY. Investment securities held-to-maturity increased $1.2 million primarily as a result of purchases of U.S. Government and agency securities. Mortgage-related securities held-to-maturity decreased slightly as a result of normal repayments and prepayments of the underlying collateral, mortgage loans. LOANS HELD FOR SALE. At March 31, 1997, First Northern had $1.9 million of fixed interest rate mortgage and education loans classified as loans held for sale. First Northern originates and sells most of its 30 year fixed interest rate mortgage loans and education loans. 15 year fixed interest rate mortgage loan originations are retained in First Northern s loan portfolio. LOANS RECEIVABLE. Loans receivable decreased $1.9 million as a result of decreased one-to four-family construction and five or more residential mortgage loan originations. Loan originations are as follows: LOAN ORIGINATIONS AND PURCHASES Three Months Ended March 31 1997 1996 ----------- ----------- (In Thousands) Mortgage loans originated and purchased: Construction $ 2,278 $ 5,703 Loans on existing property 5,758 7,374 Refinancing 6,835 14,204 Other loans 606 723 ------- ------- Total mortgage loans originated and purchased 15,477 28,004 Consumer loans originated and purchased: Consumer 1,887 1,589 Second mortgage 7,484 6,322 Automobile 8,418 6,238 Education 954 642 ------- ------- Total consumer loans originated and purchased 18,743 14,791 ------- ------- Total loans originated and purchased $34,220 $42,795 ====== ====== Mortgage loan originations for the first quarter of 1997 decreased as compared to the same period in 1996 primarily as the result of an overall slow down of home buying in the markets served by First Northern. Management believes the slowdown in home buying was the result of a slight increase in mortgage loan origination interest rates offered, snowy and cold weather and the interest in the Green Bay Packer s Super Bowl championship. First Northern anticipates that the dollar amount of mortgage loan originations will increase in the second quarter of 1997 as a result of normal increased seasonal home buying. First Northern sold $2.8 million of fixed interest rate mortgage loans in the first quarter of 1997 as compared to $3.0 million for the same period in 1996. First Northern retains all adjustable interest rate mortgage loan originations in its portfolio; whereas, most 30 year fixed interest rate mortgage loan originations are sold in the secondary market. In addition, $0.9 million of education loans were sold in the three months ended March 31, 1997. In 1995, First Northern's management contractually committed to sell its existing education loan portfolio and to sell its ongoing education loan originations. Consumer loan originations and purchases increased in the first quarter of 1997 as compared to the first quarter of 1996 primarily as a result of an increase in automobile loan originations in the Savings Bank's jointly owned subsidiary, SFC, and second mortgage loan originations. SFC automobile loan originations increased as a result of developing new business relationships with automobile dealers throughout the state of Wisconsin. First Northern has actively promoted second mortgage loan originations by establishing a reduced introductory interest rate and increasing its direct mail and newspaper advertising. DEPOSITS. Deposits increased $9.1 million for the first quarter of 1997 as a result of offering competitive interest rates and the acquisition of jumbo (CD's in excess of $100,000) deposits. At times, jumbo deposits are a cheaper source of funds than retail deposits or borrowing. First Northern s jumbo deposits grew $4.0 million in the first three months of 1997. BORROWINGS. Federal Home Loan Bank ("FHLB") borrowings decreased $5.3 million in the first quarter of 1997, primarily as the result of the growth in deposits and reduced loan originations. First Northern will borrow monies if the borrowing interest rate is a less costly form of funding for loans and investments than acquiring deposits. At March 31, 1997, $57.7 million are fixed interest rate borrowings and $14.2 million are overnight borrowings. First Northern anticipates that it will continue to utilize borrowings throughout 1997 if it incrementally adds to the overall profitability of the Company. ADVANCE PAYMENTS BY BORROWERS FOR TAXES AND INSURANCE. Advance payments by borrowers for taxes and insurance ("escrow") decreased $2.3 million at March 31, 1997, as compared to December 31, 1996. The decrease in escrow dollars was the result of the payment of First Northern s customers tax payments from their real estate tax escrow account. STOCKHOLDERS' EQUITY. First Northern paid a cash dividend of $0.16 per share on February 14, 1997 to stockholders of record on January 30, 1997. The increase of $0.01 per share represents a 6.7% increase over the first quarter of 1996 cash dividend of $0.15 per share. On October 19, 1996, First Northern approved a second stock repurchase program to repurchase 219,057 shares (5% of total shares outstanding) through the open market. These repurchased shares will be used to satisfy exercises of stock options. At March 31, 1997, 23,000 shares had been purchased at an average price of $16.701 per share or a total of $0.4 million. Subsequently, on April 18, 1997, the second stock repurchase program was extended to October 17, 1997. ASSET QUALITY First Northern currently classifies any loan on which a payment is 90 days or more past due as non-performing. The following table summarizes non-performing loans and assets: NON-PERFORMING LOANS AND ASSETS At March 31 At December 31 1997 1996 ------------ -------------- (Dollars in Thousands) Non-accrual mortgage loans $508 $509 Non-accrual consumer loans 214 235 ------ ------ Total non-performing loans 722 744 Properties subject to foreclosure 40 157 Foreclosed properties and repossessed assets 48 32 ------ ------ Total non-performing assets $810 $933 ==== ==== Non-performing loans as a percent total loans .13% .13% === === Non-performing assets as a percent of total assets .13% .15% === === Total non-performing loans decreased slightly as of March 31, 1997 as compared to December 31, 1996. Management believes non-performing loans and assets, expressed as a percentage of total loans and assets, remain far below state and national averages. There are no accruing material loans known to management at March 31, 1997, that are expected to become non-performing or contain potential losses. In addition, management believes that the allowances for losses on loans are adequate. While management uses available information to recognize losses on loans and real estate owned, future additions to the allowances may be necessary based on changes in economic conditions. Furthermore, various regulatory agencies, as an integral part of their examination process, periodically review First Northern's allowances for losses on loans and real estate owned. Such agencies may require First Northern to recognize additions to the allowances based on their judgments of information available to them at the time of their examination. Summary of the allowance for losses is shown below. LOAN LOSS ALLOWANCES At and for the At and for the Three Months Ended Year Ended March 31, 1997 December 31, 1996 --------------------- -------------------- (Dollars in Thousands) Mortgage Loans: Balance at the beginning of the period $1,453 $1,578 Provisions for the period 75 10 Recoveries Commercial real estate 1 1 Transfer of loss reserve (136) -------- -------- Balance at the end of the period 1,529 1,453 Consumer Loans: Balance at the beginning of the period 1,484 1,030 Provisions for the period 360 Charge-offs Consumer (9) (23) Automobile (20) (43) Recoveries Consumer 1 11 Automobile 2 13 Transfer of loss reserve 136 -------- -------- Balance at the end of the period 1,458 1,484 -------- -------- Total loan loss allowances at the end of the period $2,987 $2,937 ===== ===== Allowance as a percent of total loans .54% .53% === === Allowance as a percent of non-performing loans 413.71% 394.76% ====== ===== Allowance as a percent of total assets .48% .48% === === Allowance as a percent of non-performing assets 368.77% 314.79% ====== ====== RESULTS OF OPERATIONS AVERAGE BALANCE SHEET AND YIELD/RATE ANALYSIS The following table presents, for the periods indicated, the total dollar amount of interest income from average interest-earning assets, the resultant yields, and the interest expense on average interest-bearing liabilities, expressed both in dollars and rates. No tax equivalent adjustments were made. Average balances are derived from average daily balances. The yields and rates are established by dividing income or expense dollars by the average balance of the asset or liability. The yields and rates for the three months ended March 31, 1997 and 1996 have been annualized. Three Months Ended March 31 --------------------------------------------------------------------- 1997 1996 ------------------------------------- ------------------------------ Interest Interest Average Earned/ Yield/ Average Earned/ Yield/ Balance Paid Rate Balance Paid Rate ------------- ----------- --------- ----------------------- ------ (Dollars In Thousands) Interest-earning assets (1): Mortgage loans $418,218 $ 7,598 7.27% $390,646 $ 6,999 7.17% Consumer loans 139,746 2,889 8.27 118,058 2,508 8.50 Investment securities (2) 26,939 419 6.22 24,466 385 6.29 Interest-earning deposits 730 10 5.48 1,499 20 5.34 Mortgage-related securities (2) 11,076 178 6.43 7,927 134 6.76 ------------ ---------- ------ ---------- ------- ----- TOTAL 596,709 11,094 7.44 542,596 10,046 7.41 Interest-bearing liabilities: Passbook accounts 57,587 306 2.13 56,527 322 2.28 NOW and variable rate insured money market accounts 102,017 600 2.35 96,304 562 2.33 Time deposits 299,826 4,155 5.54 294,613 4,214 5.72 Advance payments by borrowers for taxes and insurance 2,469 14 2.27 2,661 15 2.25 Borrowings 80,740 1,156 5.73 33,997 503 5.92 -------- ------ ---- ------- ------ ---- TOTAL 542,639 6,231 4.59 484,102 5,616 4.64 -------- ------ ---- ------- ------ ---- Net interest-earning assets balance and interest rate spread $ 54,070 2.85% $58,494 2.77% ======= ==== ======= ==== Average interest-earning assets, net interest income and net yield on average interest-earning assets $596,709 $4,863 3.26% $542,596 $4,430 3.27% ======= ===== ==== ======== ====== ==== Average interest-earning assets to interest-bearing liabilities 110.0% 112.1% ===== ===== (1) For the purpose of these computations, non-accruing loans are included in the average loan amounts outstanding. (2) For the purpose of these computations, the available-for-sale investment securities and mortgage-related securities are presented and yields calculated based upon the historical cost basis. Year Ended December 31 --------------------------------- 1996 --------------------------------- Interest Average Earned/ Yield/ Balance Paid Rate ---------- ----------- -------- (Dollars In Thousands) Interest-earning assets (1): Mortgage loans $401,652 $28,831 7.18% Consumer loans 126,177 10,725 8.50 Investment securities (2) 25,215 1,582 6.27 Interest-earning deposits 1,220 66 5.41 Mortgage-related securities (2) 10,344 672 6.50 -------- ------- ----- TOTAL 564,608 41,876 7.42 Interest-bearing liabilities: Passbook accounts 58,744 1,313 2.24 NOW and variable rate insured money market accounts 102,338 2,388 2.33 Time deposits 292,477 16,543 5.66 Advance payments by borrowers for taxes and insurance 7,142 162 2.27 Borrowings 48,393 2,797 5.78 -------- ------- ----- TOTAL 509,094 23,203 4.56 -------- ------- ----- Net interest-earning assets balance and interest rate spread $ 55,514 2.86% ======== ==== Average interest-earning assets, net interest income and net yield on average interest-earning assets $564,608 $18,673 3.31% ======== ======= ==== Average interest-earning assets to interest-bearing liabilities 110.9% ===== (1) For the purpose of these computations, non-accruing loans are included in the average loan amounts outstanding. (2) For the purpose of these computations, the available-for-sale investment securities and mortgage-related securities are presented and yields calculated based upon the historical cost basis. RATE VOLUME ANALYSIS OF NET INTEREST INCOME The interaction of changes in volume and rates earned or paid with regard to interest-earning assets and interest-bearing liabilities have a significant impact on net income between periods. The volume of interest-earning dollars in loans and investments compared to the volume of interest-bearing dollars in deposits and borrowings combined with the interest rate spread produces the changes in net interest income between periods. The following table sets forth the relative contribution of changes in volume and effective interest rates on changes in net interest income for the periods indicated. Three Months Ended March 31 ----------------------------------------------------- 1997 vs 1996 ----------------------------------------------------- Increase(decrease) due to: ----------------------------------------------------- (In Thousands) Rate/ Rate Volume Volume Total -------------- --------- ---------- ---------- Interest-earning assets: Mortgage loans $98 $ 494 $ 7 $ 599 Consumer loans (68) 461 (12) 381 Investment securities (4) 38 34 Interest-earning deposits 1 (11) (10) Mortgage-related securities (7) 54 (3) 44 --- ------ ---- -------- TOTAL $20 $1,036 $ (8) 1,048 === ===== === -------- Interest-bearing liabilities: Passbook accounts $ (22) $ 6 (16) NOW and variable rate insured money market accounts 5 33 38 Time deposits (132) 75 $ (2) (59) Advance payments by borrowers for taxes and insurance (1) (1) Borrowings (16) 691 (22) 653 -------- ------ ----- -------- TOTAL $ (165) $ 804 $(24) 615 ====== ==== ==== -------- Net change in net interest income $ 433 ====== Year Ended December 31 --------------------------------------------------------- 1996 vs 1995 --------------------------------------------------------- Increase(decrease) due to: --------------------------------------------------------- (In Thousands) Rate/ Rate Volume Volume Total ------------ ---------- ----------- ----------- Interest-earning assets: Mortgage loans $ 734 $ 1,086 $ 29 $ 1,849 Consumer loans 71 701 5 777 Investment securities (52) 23 (1) (30) Interest-earning deposits (13) (24) 3 (34) Mortgage-related securities (30) 347 (28) 289 ------ ------- ----- ------ TOTAL $ 710 $ 2,133 $ 8 2,851 ====== ====== ==== ------ Interest-bearing liabilities: Passbook accounts $ (149) $ (40) $ 4 (185) NOW and variable rate insured money market accounts 102 381 21 504 Time deposits 340 13 353 Advance payments by borrowers for taxes and insurance 15 (29) (2) (16) Borrowings (340) 1,000 (149) 511 ------ ------ ----- ------ TOTAL $ (32) $1,325 $(126) 1,167 ====== ====== ==== ------ Net change in net interest income $ 1,684 ======= STATEMENTS OF INCOME GENERAL. Net income for the first quarter of 1997 as compared to the first quarter of 1996 increased 27.2%. The increase was primarily the result of a 10% growth in average interest-earning assets, an increase in non-interest income and a reduction in Savings Association Insurance Fund ( SAIF ) deposit insurance premiums. INTEREST INCOME. Interest income on mortgage loans increased $599,000 in the first quarter of 1997 as a result of the increased dollar amount of mortgage loans outstanding and the increased yield on the mortgage loan portfolio. The 7.1% increase in average mortgage loans outstanding was the result of a stable interest rate environment, competitive pricing of adjustable interest rate mortgage loans and increased marketing of mortgage loans. The increased yield on the mortgage loan portfolio is primarily the result of interest rate adjustments on the existing adjustable interest rate mortgage loans in the portfolio. Interest income on consumer loans increased $381,000 as a result of increased dollar amount of consumer loans outstanding. (See Balance Sheet--Loans Receivable). Interest income on investment and mortgage-related securities increased $34,000 and $44,000, respectively. The increases were the result of increased dollars outstanding in investment and mortgage-related securities. Additional dollars were invested in investment and mortgage-related securities to aid First Northern's asset/liability position. INTEREST EXPENSE. Interest expense on deposits decreased $35,000 in the first quarter of 1997 as compared to the same period in 1996 as a result of a decrease in the cost of deposits. As certificate of deposit ("CD")accounts matured, the CDs were generally reinvested in CDs at a lesser interest rate. The interest rates offered on CDs adjust with market interest rate movement and competition. To capture new deposits and aid in controlling the cost of deposits, First Northern utilizes non-traditional terms on CDs (i.e., 10 month, 14 month, etc.). Interest expense on borrowings increased $653,000 in the first quarter of 1997 as compared to the first quarter in 1996 as a result of the increased dollar amount of borrowings (See Balance Sheet--Borrowings). First Northern anticipates it will continue to borrow in the second quarter of 1997 to fund anticipated loan demand. PROVISION FOR LOAN LOSSES. First Northern increased its provision for loan losses in the first quarter of 1997 as a result of growth in the loan portfolio. The loan loss allowance as of March 31, 1997 was $2,987,000 or .54% of total loans and 413.7% of non-performing loans. Management believes that the current loan loss allowance is adequate; however, the adequacy of the loan loss allowance is reviewed as historical loan loss experience changes, the size and composition of the loan portfolio changes, changes occur in the general economy and as may otherwise be deemed necessary. NON-INTEREST INCOME. Loan fees and service charges increased $14,000 in the first quarter of 1997 as compared to the first quarter of 1996 primarily as the result of a prepayment fee collected on a large mortgage loan payoff and charges for late payments on loans. Deposit account service charges increased $86,000 in the first quarter of 1997 primarily as the result of increased NOW (checking) accounts outstanding and their related fees. The Company continues to aggressively market and price checking accounts as it believes the checking account is the product to further develop banking relationships with customers. Insurance commissions increased $45,000 in the three months of 1997 primarily as the result of bonuses received from insurance carriers. If First Northern obtains a predetermined threshold of insurance sales and insurance losses are at or below another threshold, insurance bonuses can be earned. In the first quarter of 1997, such insurance bonuses amounted to $47,000. Gains on the sale of loans decreased $41,000 in the first quarter of 1997 as a result of decreased mortgage and education loan sales. In the first quarter of 1997, $2.8 million of mortgage loans and $0.9 million of education loans were sold as compared to $3.0 million of mortgage loans and $1.8 million of education loans in the first quarter of 1996. Other income increased $48,000 in the first quarter of 1997 as compared to the same period in 1996 primarily as a result of increased fees earned on brokerage commissions. GNFSC offers full brokerage service to the public, which includes but is not limited to, mutual fund sales, tax-deferred annuity sales and the sale of stock. NON-INTEREST EXPENSE. Compensation expense increased $104,000 in the first three months of 1997 as a result of salary increases and related expenses and education costs. First Northern has continued its emphasis on employee education, especially with the introduction of a new teller system. Federal insurance premiums decreased $201,000 in the first quarter of 1997, as a result of reduced SAIF deposit insurance premiums and a $15,000 refund of deposit insurance premiums from prior periods. In 1997, First Northern, like other SAIF insured financial institutions, had its SAIF insurance premium reduced to $0.065 per one hundred dollars of assessable deposits as compared to $0.23 per one hundred dollars of assessable deposits in the first quarter of 1996. This premium reduction was the result of the special SAIF assessment charged to each SAIF insured institution in the third quarter of 1996 to recapitalize the SAIF insurance fund. First Northern s special assessment, which was paid in the third quarter of 1996, was $2,856,000. Data processing expense increased $35,000 primarily as the result of the installation of a new PC based teller system. First Northern completed its installation of a new PC based teller system in the first quarter of 1997 to further automate and improve the delivery of information and customer service. Marketing expense increased $33,000 in the first quarter of 1997 as a result of increased marketing of deposit and loan products. First Northern believes that growth in lending and deposit volumes necessitates increased marketing and hence, increased marketing costs. Other expenses increased for the three months ended March 31, 1997, as compared to the same period in 1996 primarily as the result of costs associated with SFC operating costs and bad check charge-offs. Income Taxes. The effective income tax rate for the first quarter of 1997 was 37.9% as compared to 34.2% for the same period in 1996. The 1997 effective income tax rate was higher than 1996 as a result of the first quarter of 1996 utilization of a tax expense over accrual in 1995. LIQUIDITY AND CAPITAL RESOURCES LIQUIDITY Federal regulations historically have required First Northern Savings Bank, S.A. to maintain minimum levels of liquid assets. The required percentage has varied from time to time based upon economic conditions and savings flows, and is currently 5% of net withdrawable deposits and borrowings payable on demand or in one year or less during the preceding calendar month. Liquid assets for purposes of this ratio include cash, certain time deposits, U.S. Government and agency securities and other obligations generally having remaining maturities of less than five years. First Northern Savings Bank, S.A. has historically maintained its liquidity ratio at a level in excess of that required by the OTS (as defined below). First Northern Savings Bank's monthly average short-term liquidity and total liquidity ratio at March 31, 1997 was 3.29% and 5.98%, respectively, as compared to 3.04% and 5.97%, respectively, at December 31, 1996. The March 31, 1997, liquidity ratios increased slightly as compared to the ratios at December 31, 1996 as a result of the purchase of investment securities. First Northern Savings Bank believes that its maintenance of excess liquidity, above the 5% federally required total liquidity ratio, is an appropriate strategy to aid in proper asset and liability management. Liquidity management is both a daily and long-term responsibility of management. First Northern Savings Bank adjusts its investments in liquid assets based upon managements' assessment of: (I)expected loan demand; (ii) expected deposit flows; (iii) yields available on interest-earning deposits; and (iv) the objectives of its asset and liability management program. Excess liquidity is invested generally in interest-earning overnight deposits and other short-term government and agency obligations. When First Northern Savings Bank requires funds beyond its ability to generate them internally, it can borrow funds from the FHLB of Chicago or other sources. CAPITAL RESOURCES AND REGULATORY INFORMATION First Northern's net worth to total assets ratio at March 31, 1997, for State of Wisconsin regulatory requirements was 11.2% or almost two times the Wisconsin minimum legal requirement of 6.00% of total assets established by the Division of Savings Institutions of the Department of Financial Institutions, which regulates First Northern. The OTS adopted capital regulations for savings institutions effective December 7, 1989. The capital rules require savings associations to meet three separate capital standards: (i)Tangible capital equal to 1.5% of adjusted total assets; (ii) Core capital equal to 3% of adjusted total assets; and (iii) Risk-based capital equal to 8.0% of the value of risk weighted assets. As of March 31, 1997, the most recent notification from the Office of Thrift Supervision ("OTS") categorized the Savings Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Savings Bank must maintain minimum tangible, core and risk based ratios as set forth in the table. As a state-chartered savings institution, the Savings Bank is also subject to a minimum capital requirement of the State of Wisconsin. Management believes, as of March 31, 1997, that the Savings Bank exceeds all capital adequacy requirements to which it is subject. There are no conditions or events since that notification that management believes have changed the Savings Bank's categorization as well capitalized. The Savings Bank's required and actual capital amounts and ratios are presented in the following table. Excess Actual Required Capital Over Required Actual Regulatory Capital Regulatory Capital ------------------ ------------------ ---------------------- Amount Ratio Amount Ratio Amount Ratio ---------- ------ ----------------- --------------------- (Dollars in Thousands) As of March 31, 1997 Tangible Capital $65,489 10.6% $ 9,246 1.5% $56,243 9.1% (to Tangible Assets) Core Capital 65,489 10.6% 18,491 3.0% 46,998 7.6% (to Tangible Assets) Risk-Based Capital 68,476 17.5% 31.285 8.0% 37,191 9.5% (to Risk-Weighted Assets) State of Wisconsin Capital 69,383 11.2% 37,074 6.0% 32,309 5.2% (to Total Assets) As of December 31, 1996: Tangible Capital $64,489 10.5% $ 9,204 1.5% $55,285 9.0% (to Tangible Assets) Core Capital 64,489 10.5% 18,409 3.0% 46,080 7.5% (to Tangible Assets) Risk-Based Capital 67,426 17.8% 30,295 8.0% 37,131 9.8% (to Risk-Weighted Assets) State of Wisconsin Capital 68,754 11.2% 36,915 6.0% 31,839 5.2% (to Total Assets) PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (A) EXHIBITS: See Exhibit Index following the signature page of this report, which is incorporated herein by reference. (B) REPORTS ON FORM 8-K: No Form 8-K was filed during the quarter for which this report is filed. SIGNATURE 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 Capital Corp. ---------------------------------------- (Registrant) Date: May 9,1997 /s/RICK B. COLBERG ------------------ ----------------------------------------- Rick B. Colberg Vice President and Chief Financial Officer (Mr. Colberg is also duly authorized to sign on behalf of registrant) FIRST NORTHERN CAPITAL CORP. * * * * * EXHIBIT INDEX TO FIRST QUARTER 1997 REPORT ON FORM 10-Q Exhibit Filed Sequential Number Description Herewith Page Number 11.1 Statement regarding computation of per share earnings X 27.1 Financial Data Schedule, which is submitted electronically to the Securities and Exchange Commission for information only and not filed. Exhibit 11.1 First Northern Capital Corp. Computation of Net Income Per Common Share Three Months Ended March 31 1997 1996 ------------ ----------- PRIMARY: Weighted average common shares outstanding during each period 4,434,653 4,564,440 Incremental shares relating to: Dilutive stock options outstanding at end of each period (1) 99,692 113,367 --------- --------- 4,534,345 4,677,807 ========= ========= FULLY DILUTED: Weighted average common shares outstanding during each period 4,434,653 4,564,440 Incremental shares relating to: Dilutive stock options outstanding at end of each period (2) 114,660 115,260 --------- --------- 4,549,313 4,679,700 ========= ========= NET INCOME FOR EACH PERIOD $1,385,067 $1,088,866 ========== ========== PER COMMON SHARE AMOUNTS: Primary, as presented in the Statement of Operations $0.31 $0.23 ===== ===== Fully diluted $0.30 $0.23 ===== ===== Notes: (1) Based on treasury stock method using average market price. (2) Based on treasury stock method using period end market price, if higher than average market price.