SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - - ------------------------------------------------------------------------ F O R M 1 0 - Q /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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 4,420,100, AT JULY 31, 1997. INDEX PART I - FINANCIAL INFORMATION PAGE NO. ITEM 1. FINANCIAL STATEMENTS Unaudited Consolidated Statements of Financial Condition as of June 30, 1997 and December 31, 1996. . . . . . . . . . . . . . . . . . . . . . . . 3 Unaudited Consolidated Statements of Income for the Three Months Ended June 30, 1997 and June 30, 1996. . . . . . . . . . . . . . . . . . . 4 Unaudited Consolidated Statements of Income for the Six Months Ended June 30, 1997 and June 30, 1996. . . . . . . . . . . . . . . . . . . 5 Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1997 and June 30, 1996. . . . . . . . . . . . . . . . . . . 6 Notes to Unaudited Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . 7 - 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . 10 - 22 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. . . . . . . . . . . . . . . . . . . . . . . . . 23 PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . . . 23 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . 23 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS FIRST NORTHERN CAPITAL CORP. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION June 30, 1997 December 31, 1996 ------------- ----------------- (In Thousands) ASSETS Cash $ 6,733 $ 1,965 Interest-earning deposits 99 1,598 -------- -------- CASH AND CASH EQUIVALENTS 6,832 3,563 Securities available-for-sale, at fair value Investment securities 7,578 5,635 Mortgage-related securities 1,461 1,837 Securities held-to-maturity Investment securities (estimated fair value of $19,270 - 1997; $16,633 - 1996) 19,242 16,583 Mortgage-related securities (estimated fair value of $10,024 - 1997; $9,247 - 1996) 10,132 9,325 Loans held for sale 568 2,532 Loans receivable 568,580 553,995 Accrued interest receivable 3,474 3,295 Foreclosed properties and repossessed assets 85 189 Office properties and equipment 8,575 8,350 Federal Home Loan Bank stock 4,273 3,773 Prepaid expenses and other assets 6,925 6,426 -------- -------- $637,725 $615,503 ======== ======== LIABILITIES Deposits $477,889 $458,323 Borrowings 77,319 77,272 Advance payments by borrowers for taxes and insurance 6,464 5,447 Other liabilities 4,164 4,237 -------- -------- TOTAL LIABILITIES 565,836 545,279 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 14,069 14,389 Unrealized gains on securities available-for-sale, net of taxes 495 385 Treasury stock at cost (151,017 shares - 1997; 180,623 shares - 1996) (2,411) (2,853) Retained earnings 55,168 53,735 -------- -------- TOTAL STOCKHOLDERS' EQUITY 71,889 70,224 -------- -------- $637,725 $615,503 ======== ======== See Notes to Unaudited Consolidated Financial Statements FIRST NORTHERN CAPITAL CORP. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF INCOME THREE MONTHS ENDED JUNE 30 1997 1996 --------- ---------- (In Thousands, Except Per Share Amounts) Interest income: Mortgage loans $ 7,751 $ 7,049 Consumer loans 3,022 2,527 Investment securities 458 386 Interest-earning deposits 12 25 Mortgage-related securities 172 173 -------- -------- TOTAL INTEREST INCOME 11,415 10,160 Interest expense: Deposits 5,273 5,039 Borrowings 1,143 522 Advance payments by borrowers for taxes and insurance 28 30 -------- -------- TOTAL INTEREST EXPENSE 6,444 5,591 -------- -------- NET INTEREST INCOME 4,971 4,569 Provision for loan losses 65 60 -------- -------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,906 4,509 Non-interest income: Fees on serviced loans 83 87 Loan fees and service charges 77 59 Deposit account service charges 305 212 Insurance commissions 63 97 Gains on sales of loans 72 62 Gain on sale of assets 22 19 Other 160 131 -------- -------- TOTAL NON-INTEREST INCOME 782 667 Non-interest expense: Compensation, payroll taxes and other employee benefits 1,779 1,686 Federal insurance premiums 75 259 Occupancy 222 213 Data processing 363 282 Furniture and equipment 123 129 Telephone and postage 118 108 Marketing 79 90 Other 575 530 -------- -------- TOTAL NON-INTEREST EXPENSE 3,334 3,297 -------- -------- INCOME BEFORE INCOME TAXES 2,354 1,879 Income taxes 895 698 -------- -------- NET INCOME $ 1,459 $ 1,181 ======== ======== PRIMARY NET INCOME PER SHARE $0.32 $0.26 ===== ===== 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 INCOME SIX MONTHS ENDED JUNE 30 1997 1996 ---------- ---------- (In Thousands, Except Per Share Amounts) Interest income: Mortgage loans $15,349 $14,047 Consumer loans 5,911 5,035 Investment securities 877 772 Interest-earning deposits 22 45 Mortgage-related securities 350 307 ------- ------- TOTAL INTEREST INCOME 22,509 20,206 Interest expense: Deposits 10,334 10,137 Borrowings 2,299 1,025 Advance payments by borrowers for taxes and insurance 42 45 ------- ------- TOTAL INTEREST EXPENSE 12,675 11,207 ------- ------- NET INTEREST INCOME 9,834 8,999 Provision for loan losses 140 120 ------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 9,694 8,879 Non-interest income: Fees on serviced loans 166 179 Loan fees and service charges 137 105 Deposit account service charges 594 414 Insurance commissions 169 158 Gains on sales of loans 122 154 Gain on sale of assets 22 19 Other 308 234 ------- ------- TOTAL NON-INTEREST INCOME 1,518 1,263 Non-interest expense: Compensation, payroll taxes and other employee benefits 3,565 3,368 Federal insurance premiums 135 520 Occupancy 460 446 Data processing 701 585 Furniture and equipment 248 265 Telephone and postage 247 234 Marketing 179 156 Other 1,094 1,033 ------- ------- TOTAL NON-INTEREST EXPENSE 6,629 6,607 ------- ------- INCOME BEFORE INCOME TAXES 4,583 3,535 Income taxes 1,739 1,265 ------- ------- NET INCOME $ 2,844 $ 2,270 ======= ======= PRIMARY NET INCOME PER SHARE $0.63 $0.49 ===== ===== CASH DIVIDENDS PAID PER SHARE $0.32 $0.30 ===== ===== See Notes to Unaudited Consolidated Financial Statements FIRST NORTHERN CAPITAL CORP. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30 1997 1996 --------- --------- (In Thousands) Operating Activities Net income $ 2,844 $ 2,270 Adjustments to reconcile net income to cash provided by operating activities: Provision for losses on loans and real estate 140 120 Provision for depreciation and amortization 436 376 Gains on sales of loans (122) (154) Loans originated for sale (5,670) (6,491) Proceeds from loan sales 7,633 9,318 Increase in interest receivable (179) (69) Increase in interest payable 114 215 Other (370) (687) ------- ------- NET CASH PROVIDED BY OPERATING ACTIVITIES 4,826 4,898 ------- ------- Investing Activities Proceeds from maturities of investment securities and interest-earning deposits 2,800 7,750 Purchases of investment securities (7,220) (7,561) Principal repayments of mortgage-related securities 553 241 Purchase of mortgage-related securities (989) (5,697) Loan originations and purchases (84,614) (79,344) Loan principal repayments 69,947 61,811 Purchases of office properties and equipment (661) (225) Purchase of Federal Home Loan Bank stock (500) (5) ------- ------- NET CASH USED BY INVESTING ACTIVITIES (20,684) (23,030) Financing Activities Net increase in deposits 19,452 5,218 Net increase (decrease) in short-term borrowings (9,728) 8,130 Proceeds from long term borrowings 33,275 24,500 Repayments of long term borrowings (22,500) (10,000) Maturity of security sold under agreement to repurchase (1,000) Cash dividends paid (1,412) (1,349) Purchase of treasury stock (441) (2,868) Proceeds from exercise of stock options 465 162 Net increase in advance payments by borrowers for taxes and insurance 1,016 403 ------- ------- NET CASH PROVIDED BY FINANCING ACTIVITIES 19,127 24,196 INCREASE IN CASH AND CASH EQUIVALENTS 3,269 6,064 Cash and cash equivalents at beginning of period 3,563 1,274 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,832 $ 7,338 ======= ======= Supplemental Information to the Statement of Cash Flows: Interest credited and paid on deposits $10,259 $9,922 Interest paid on borrowings 2,266 923 Payments for federal and state income taxes 1,111 1,445 Loans transferred to foreclosed properties and repossessed assets 175 189 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 June 30, 1997 and December 31, 1996, the results of their operations for the three and six months ended June 30, 1997 and 1996, and their cash flows for the six months ended June 30, 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 increase primary earnings per share $0.01 for the three months ended June 30, 1997, and will have no impact on primary earnings per share for the three months ended June 30, 1996. Statement No. 128 will increase primary earnings per share $0.01 for the six months ended June 30, 1997 and 1996, respectively. 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 June 30, 1997: Asset Management Funds $ 490 $ (7) $ 483 Federal Home Loan Mortgage Corporation stock 33 $807 840 U.S. government and agency securities 6,237 29 (11) 6,255 ------ ---- ---- ------ 6,760 836 (18) 7,578 Mortgage-related securities 1,457 4 1,461 ------ ---- ---- ------ $8,217 $840 $(18) $9,039 ====== ==== ==== ====== 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 June 30, 1997 $19,242 $56 $(28) $19,270 ======= === ==== ======= At December 31, 1996 $16,583 $86 $(36) $16,633 ======= === ==== ======= At June 30, 1997, these investment securities have the following maturities: Amortized Estimated Cost Fair Value --------- ---------- (In Thousands) Due in one year or less $ 7,504 $ 7,535 Due after one year through 5 years 11,738 11,735 ------- ------- $19,242 $19,270 ======= ======= 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 June 30, 1997: Federal Home Loan Mortgage Corporation $ 6,400 $41 $(102) $ 6,339 Federal National Mortgage Association 3,732 11 ( 58) 3,685 ------- --- ----- ------- $10,132 $52 $(160) $10,024 ======= === ===== ======= 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: June 30 December 31 1997 1996 --------- ------------ (In Thousands) First mortgage loans: One to four family residential $383,700 $376,189 Five or more family residential 21,429 20,154 Commercial real estate 8,786 9,975 Construction-residential 17,841 16,306 Construction-commercial 1,052 1,701 Other 2,127 1,900 -------- -------- 434,935 426,225 Consumer loans: Consumer 18,621 18,179 Second mortgage 64,122 59,148 Automobile 63,692 60,339 -------- -------- 146,435 137,666 -------- -------- 581,370 563,891 Less: Undisbursed loan proceeds 8,745 5,942 Allowance for losses 3,043 2,937 Unearned loan fees 1,002 1,017 -------- -------- 12,790 9,896 -------- -------- $568,580 $553,995 ======== ======== (7) The weighted average number of shares outstanding, including common stock equivalents, for the three months ended June 30, 1997 and 1996, were 4,524,560 and 4,569,597, respectively and for the six months ended June 30, 1997 and 1996, were 4,516,767 and 4,632,175, 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 $3.3 million greater at June 30, 1997, as compared to December 31, 1996, primarily as the result of regular month end customer deposits made to demand deposit accounts on June 30, 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. Investment securities available-for-sale increased approximately $1.9 million as of June 30, 1997, as compared to December 31, 1996, primarily as the result of purchases of U.S. Government and Agency securities and increases in the market value of some investment securities. SECURITIES HELD-TO-MATURITY. Investment securities held-to-maturity increased $2.7 million primarily as a result of purchases of U.S. Government and agency securities. Mortgage-related securities held-to-maturity increased $0.8 million primarily as a result of purchases of mortgage-related securities. LOANS HELD FOR SALE. At June 30, 1997, First Northern had $0.6 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 all of its education loans. Fifteen (15) year fixed interest rate mortgage loan originations are retained in First Northern's loan portfolio. LOANS RECEIVABLE. Loans receivable increased $14.6 million at June 30, 1997, as compared to December 31, 1996, as a result of mortgage loan originations and purchases. Loan originations and purchases are as follows: LOAN ORIGINATIONS AND PURCHASES Three Months Ended Six Months Ended June 30 June 30 ------------------ --------------- 1997 1996 1997 1996 (In Thousands) (In Thousands) Mortgage loans originated and purchased: Construction $ 7,636 $ 9,576 $ 9,914 $15,279 Loans on existing property 18,893 13,842 24,651 21,217 Refinancing 9,389 8,366 16,224 22,570 Other loans 371 673 977 1,396 ------- ------- ------- ------- Total mortgage loans originated and purchased 36,289 32,457 51,766 60,462 Consumer loans originated and purchased: Consumer 3,205 3,098 5,092 4,687 Second mortgage 11,310 9,567 18,794 15,889 Automobile 13,776 10,474 22,194 16,711 Education 98 106 1,052 748 ------- ------- ------- ------- Total consumer loans originated and purchased 28,389 23,245 47,132 38,035 ------- ------- ------- ------- Total loans originated and purchased $64,678 $55,702 $98,898 $98,497 ======= ======= ======= ======= Mortgage loan originations and purchases for the second quarter of 1997 increased as compared to the same period in 1996 primarily as the result of purchases of single-family residential mortgage loans and multi-family participations located in Wisconsin. First Northern purchases mortgage loans and participates in multi-family originations, in Wisconsin, when the return on these loans is greater than alternative investments. In the second quarter of 1997, First Northern purchased approximately $4.4 million of such loans. Mortgage loan originations within First Northern's normal market area for the second quarter of 1997 and the six months ended June 30, 1997 as compared to the same periods in 1996 have decreased primarily as a result of a general slowdown of home buying and building activity in First Northern's market area. Management believes the slowdown in home buying and building is the result of a slight increase in mortgage loan origination interest rates early in 1997, and since early 1997, the relatively stable interest rate environment which can reduce the dollar amount of mortgage loans that are refinanced. First Northern sold $2.4 million of fixed interest rate mortgage loans in the second quarter of 1997 as compared to $3.3 million for the same period in 1996 and $5.3 million in the first six months of 1997 as compared to $2.6 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, $2.3 million of education loans were sold in the six months ended June 30, 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 second quarter of 1997 as compared to the second 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 $19.6 million for the first six months of 1997 as a result of offering competitive interest rates, the acquisition of "jumbo" (CD's in excess of $100,000) deposits and increased demand deposits. At times, jumbo deposits are a cheaper source of funds than retail deposits or borrowing. First Northern's jumbo deposits have increased $8.1 million in the first six months of 1997. BORROWINGS. Federal Home Loan Bank ("FHLB") borrowings increased slightly in the first six months of 1997, primarily as the result of the growth in deposits and loan originations that were up slightly over 1996. 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 June 30, 1997, $69.4 million are fixed interest rate borrowings and $7.9 million are overnight borrowings. First Northern anticipates that it will continue to utilize borrowings throughout 1997 if this 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") increased $1.0 million at June 30, 1997, as compared to December 31, 1996. The increase in escrow dollars was the result of mortgage loan customers accumulating escrow dollars for payment of their real estate taxes. STOCKHOLDERS' EQUITY. First Northern paid a cash dividend of $0.16 per share on May 14, 1997 to stockholders of record on April 30, 1997. The increase of $0.01 per share represents a 6.7% increase over the second 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. On April 18, 1997, the second stock repurchase program was extended to October 17, 1997. These repurchased shares will be used to satisfy exercises of stock options. At June 30, 1997, 30,400 shares had been purchased at an average price of $17.23 per share or a total of $0.5 million. Subsequent to the end of the second quarter of 1997, First Northern's Board of Directors declared a cash dividend, on a pre-split basis, of $0.16 per share and two-for-one stock split in the form of a 100% stock dividend to stockholders' of record on August 1, 1997. The cash dividend will be paid on August 15, 1997 and the 100% stock dividend will be paid on August 18, 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 June 30 At December 31 1997 1996 ---------- -------------- (Dollars in Thousands) Non-accrual mortgage loans $222 $509 Non-accrual consumer loans 74 235 ---- ---- Total non-performing loans 296 744 Properties subject to foreclosure 2 157 Foreclosed properties and repossessed assets 83 32 ---- ---- Total non-performing assets $381 $933 ==== ==== Non-performing loans as a percent total loans .05% .13% === === Non-performing assets as a percent of total assets .06% .15% === === Total non-performing loans decreased $448,000 as of June 30, 1997, as compared to December 31, 1996, primarily as a result of the good economy in First Northern's market areas which assisted loan customers to bring their loan current. Management believes non-performing loans and assets, expressed as a percentage of total loans and assets, are far below state and national averages. There are no accruing, material loans which, at June 30, 1997, management has reason to believe will become non-performing or result in potential losses. In addition, management believes that the Savings Bank's allowances for loan losses 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 judgment of information available to them at the time of their examination. All of First Northern's loans are domestic. A summary of the allowance for losses is shown below. LOAN LOSS ALLOWANCES At and for the At and for the Six Months Ended Year Ended June 30, 1997 December 31, 1996 ----------------- ------------------ (Dollars in Thousands) Mortgage Loans: Balance at the beginning of the period $1,453 $1,578 Provisions for the period 100 10 Recoveries Commercial real estate 1 1 Transfer of loss reserve (136) ------ ------ Balance at the end of the period 1,554 1,453 Consumer Loans: Balance at the beginning of the period 1,484 1,030 Provisions for the period 40 360 Charge-offs Consumer (17) (23) Automobile (27) (43) Recoveries Consumer 6 11 Automobile 3 13 Transfer of loss reserve 136 ------ ------ Balance at the end of the period 1,489 1,484 ------ ------ Total loan loss allowances at the end of the period $3,043 $2,937 ====== ====== Allowance as a percent of total loans .53% .53% === === Allowance as a percent of non-performing loans 1,028.04% 394.76% ======== ====== Allowance as a percent of total assets .48% .48% === === Allowance as a percent of non-performing assets 798.69% 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 six months ended June 30, 1997 and 1996 have been annualized. Six Months Ended June 30 ---------------------------------------------------- 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 $419,927 $15,349 7.31% $392,763 $14,047 7.15% Consumer loans 141,710 5,911 8.34 118,592 5,035 8.49 Investment securities (2) 27,948 877 6.28 24,677 772 6.26 Interest-earning deposits 732 22 6.01 1,689 45 5.33 Mortgage-related securities (2) 10,959 350 6.39 9,376 307 6.55 -------- ------- ---- -------- ------ ---- TOTAL 601,276 22,509 7.49 547,097 20,206 7.39 Interest-bearing liabilities: Passbook accounts 59,148 637 2.15 58,033 652 2.25 NOW and variable rate insured money market accounts 103,193 1,229 2.38 99,976 1,155 2.31 Time deposits 302,391 8,468 5.60 293,351 8,330 5.68 Advance payments by borrowers for taxes and insurance 3,765 42 2.23 4,064 45 2.21 Borrowings 78,761 2,299 5.84 35,206 1,025 5.82 -------- ------- ---- -------- ------ ---- TOTAL 547,258 12,675 4.63 490,630 11,207 4.57 -------- ------- ---- -------- ------ ---- Net interest-earning assets balance and interest rate spread $ 54,018 2.86% $ 56,467 2.82% ======== ==== ======== ==== Average interest-earning assets, net interest income and net yield on average interest-earning assets $601,276 $ 9,834 3.27% $547,097 $ 8,999 3.29% ======== ======= ==== ======== ======= ==== Average interest-earning assets to interest-bearing liabilities 109.9% 111.5% ===== ===== ==== - - ------------------------- (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 has 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. Six Months Ended June 30 ------------------------------- 1997 vs 1996 ------------------------------- Increase(decrease) due to: ------------------------------- (In Thousands) Rate/ Rate Volume Volume Total ------ -------- -------- ------ Interest-earning assets: Mortgage loans $314 $ 966 $ 22 $1,302 Consumer loans (89) 982 (17) 876 Investment securities 2 103 105 Interest-earning deposits 6 (26) (23) Mortgage-related securities (8) 52 (1) 43 ---- ------ ---- ------ TOTAL $225 $2,077 $ 1 2,303 ==== ====== ==== ------ Interest-bearing liabilities: Passbook accounts $ (27) $ 13 $ (1) (15) NOW and variable rate insured money market accounts 35 38 1 74 Time deposits (115) 257 (4) 138 Advance payments by borrowers for taxes and insurance (3) (3) Borrowings 4 1,266 4 1,274 ----- ------ ---- ------ TOTAL $(103) $1,571 $ -- 1,468 ===== ====== ==== ------- Net change in net interest income $ 835 ======= 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 second quarter and the first six months of 1997 as compared to the second quarter and the first six months of 1996 increased 23.5% and 25.3%, respectively. The increase was primarily the result of increased 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 $702,000 in the second quarter of 1997 and $1,302,000 for the six months ended June 30, 1997, as compared to the same periods in 1996 as a result of the increased dollar amount of mortgage loans outstanding and the increased average yield on the mortgage portfolio. The average mortgage loans outstanding for the six months ended June 30, 1997, increased 6.9% as compared to the average mortgage loans outstanding for the same period in 1996. The mortgage loan portfolio growth is a 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 existing adjustable interest rate mortgage loans in the portfolio. Interest income on consumer loans increased $495,000 and $876,000 for the three months and six months ended June 30, 1997, as compared to the same periods in 1996, as a result of increased consumer loans outstanding. Average consumer loans outstanding for the six months ended June 30, 1997, were $23.1 million more than average consumer loans outstanding for the six months ended June 30, 1996. This increase in average consumer loans is primarily the result of increased marketing of second mortgage loans and the use of a lower introductory interest rate which remains constant for an initial period of one year. After the initial fixed interest rate period, the interest rate is adjusted to Midwest Prime Interest Rate, as published in the midwest region of The Wall Street Journal, plus a margin of 2%. Average investment securities outstanding for the first six months of 1997 as compared to the same period in 1996 increased $3,271,000 which resulted in an increase in investment securities income of $72,000 for the second quarter of 1997 and $105,000 for the six months ended June 30, 1997. First Northern purchases investment securities to aid in its asset and liability management and when the rate of return on an investment is attractive in comparison with loans or other types of investments. Interest income on mortgage-related securities in the second quarter of 1997 was approximately equal to the second quarter of 1996 however, for the six months ended June 30, 1997, as compared to the same period in 1996, increased $43,000 as a result of additional mortgage-related securities outstanding. INTEREST EXPENSE. Interest expense on deposits increased $234,000 in the second quarter of 1997 and $197,000 for the six months ended June 30, 1997, as compared to the same periods in 1996, as a result of increased dollar amount of deposits. Average deposits increased $13,372,000 for the six months ended June 30, 1997, as compared to the six months ended June 30, 1996. First Northern has utilized non-traditional time deposit terms as well as "special" interest rates on those non-traditional time deposit terms to attract new deposits. In addition, the Savings Bank has acquired jumbo deposits to aid in its deposit growth. Interest expense on borrowings increased substantially in the second quarter of 1997 and the first six months of 1997, as compared to the same periods in 1996, as a result of increased average borrowings outstanding. First Northern anticipates it will continue to borrow in the third quarter of 1997 to fund anticipated loan demand. Provision for Loan Losses. First Northern increased its provision for loan losses in the second quarter of 1997, and the first six months of 1997, as a result of growth in the loan portfolio. The loan loss allowance as of June 30, 1997, was $3,043,000 or .53% of total loans and 1,028.0% 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 $18,000 and $32,000 for the three and six months ended June 30, 1997, respectively, as compared to the same periods in 1996 as a result of a pre-payment fee collected on a large mortgage loan payoff, increased charges collected for late payments on loans and fees collected and accrued for the overdraft protection feature on checking accounts. Deposit account service charges increased substantially in the second quarter of 1997 and in the six months ended June 30, 1997, primarily as a result of increased NOW (checking) accounts and their related fees and debit card fee income. Each time a Savings Bank debit card is used, a fee, which varies with each merchant, is paid to the Savings Bank by the debit card company. The Savings Bank promotes the use of its debit card by direct mail. Insurance commissions decreased $34,000 in the second quarter of 1997 and increased $11,000 for the six months ended June 30, 1997, as compared to the same periods in 1996, primarily as a result of bonuses earned from insurance carriers and the timing of when those bonuses are paid. Insurance bonuses can be earned if First Northern obtains a predetermined threshold of insurance sales and insurance losses are at or below another threshold. Gains on the sale of loans increased $10,000 in the second quarter of 1997 and decreased $32,000 for the six months ended June 30, 1997, as compared to the same periods in 1996 as a result of decreased loan sales. For the three months ended June 30, 1997, $2.4 million of fixed interest rate mortgage loans were sold as compared to $3.3 million in the second quarter of 1996 and for the six months ended June 30, 1997, $5.3 million of fixed interest mortgage loans were sold as compared to $6.3 million for the six months ended June 30, 1996. In addition, $1.5 million and $2.3 million of education loans were sold in the second quarter of 1997 and for the six months ended June 30, 1997, respectively, as compared to $1.2 million and $3.0 million for the three and six months ended June 30, 1996, respectively. Other income increased $29,000 in the second quarter of 1997 and $74,000 for the six months ended June 30, 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 $93,000 in the second quarter of 1997 and $197,000 for the first six 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 in the first quarter of 1997. Federal insurance premiums decreased $184,000 in the second quarter of 1997 and $385,000 for the six months ended June 30, 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 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 $81,000 in the second quarter of 1997 and $116,000 for the six months ended June 30, 1997, 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 decreased $11,000 for the three months ended June 30, 1997, and increased $23,000 for the six months ended June 30, 1997, as compared to the same periods in 1996. The decrease in the second quarter of 1997 is primarily the result of timing of the payment of marketing expense. Marketing expense increased for the six months ended June 30, 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 and six months ended June 30, 1997, as compared to the same period in 1996 primarily as the result of costs associated with SFC operating costs, bad check charge-offs and costs associated with the debit card. INCOME TAXES. The effective income tax rate for the second quarter of 1997 was 38.0% as compared to 37.1% for the same period in 1996. LIQUIDITY AND CAPITAL RESOURCES LIQUIDITY Federal regulations historically have required the Savings Bank 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. The Savings Bank has historically maintained its liquidity ratio at a level in excess of that required by the OTS (as defined below). The Savings Bank's monthly average short-term liquidity and total liquidity ratio at June 30, 1997, was 3.34% and 6.47%, respectively, as compared to 3.04% and 5.97%, respectively, at December 31, 1996. The June 30, 1997, liquidity ratios increased slightly as compared to the ratios at December 31, 1996, as a result of the purchase of investment securities. The 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. The 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 the Savings Bank requires funds beyond its ability to generate them internally, it can borrow funds from the FHLB of Chicago or other sources. The FHLB of Chicago limits advances to member institutions to an aggregate amount not to exceed 35% of the member institution's total assets. Wisconsin law permits First Northern to borrow, without the prior written approval of the Wisconsin Department of Financial Institutions --- Division of Savings Institutions, to borrow in the aggregate amount not to exceed 50% of its total assets. CAPITAL RESOURCES AND REGULATORY INFORMATION First Northern's net worth to total assets ratio at June 30, 1997, for State of Wisconsin regulatory requirements was 11.1% 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 Office of Thrift Supervision ("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 June 30, 1997, the most recent notification from the 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 June 30, 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 Required Actual Capital Regulatory Over Required Actual Capital Regulatory Capital -------------- -------------- ------------------ Amount Rate Amount Rate Amount Rate ------ ---- ------ ---- ------ ---- (Dollars in Thousands) As of June 30, 1997 Tangible Capital $66,153 10.4% $ 9,539 1.5% $56,714 8.9% (to Tangible Assets) Core Capital 66,153 10.4% 19,078 3.0% 47,075 7.4% (to Tangible Assets) Risk-Based Capital 69,196 17.1% 32,305 8.0% 36,891 9.1% (to Risk-Weighted Assets) State of Wisconsin Capital 70,764 11.1% 38,264 6.0% 32,500 5.1% (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) ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. At First Northern's Annual Meeting of Stockholders held on April 30, 1997, all of the Board of Directors' nominees named in the tabulation of votes below were elected as directors, by the votes cast for and withheld with respect to each nominee indicated, to serve for a three year term for the class of directors whose terms expire in 2000. There was no solicitation in opposition to the nominees proposed in the Proxy Statement and there were no abstentions or broker non-votes with respect to the election of directors. NAME OF NOMINEE FOR WITHHELD ------------------------------------------------------------------------- Directors with terms expiring in 2000 Thomas J. Lopina, Sr. 3,585,008 94,821 Robert B. Olson 3,585,008 95,220 Messrs. Michael D. Meeuwsen and J. Gus Swoboda terms as directors continue until 1998. Messrs. Howard M. Frankenthal, Robert J. Mettner and Richard C. Smits terms as directors continue until 1999. 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: August 13, 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. (THE "REGISTRANT") COMMISSION FILE NO. 0-27982 * * * * * EXHIBIT INDEX TO SECOND QUARTER 1997 REPORT ON FORM 10-Q Exhibit Incorporated Herein Filed or Submitted Number Description By Reference To Herewith - - ------- ------------------------------ ------------------- ----------------- 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. X Exhibit 11.1 FIRST NORTHERN CAPITAL CORP. COMPUTATION OF NET INCOME PER COMMON SHARE Three Months Six Months Ended June 30 Ended June 30 -------------------- -------------------- 1997 1996 1997 1996 --------- --------- --------- --------- PRIMARY: Weighted average common shares outstanding during each period 4,419,329 4,460,763 4,414,305 4,521,074 Incremental shares relating to: Dilutive stock options outstanding at end of each period (1) 105,231 108,834 102,462 111,101 --------- --------- --------- -------- 4,524,560 4,569,597 4,516,767 4,632,175 ========= ========= ========= ========= FULLY DILUTED: Weighted average common shares outstanding during each period 4,419,329 4,460,763 4,414,305 4,521,074 Incremental shares relating to: Dilutive stock options outstanding at end of each period (2) 125,584 115,260 132,921 114,364 --------- --------- --------- ---------- 4,544,913 4,576,023 4,547,226 4,635,438 ========= ========= ========= ========= NET INCOME FOR EACH PERIOD $1,459,119 $1,181,074 $2,844,186 $2,269,940 ========== ========== ========== ========== PER COMMON SHARE AMOUNTS: Primary, as presented in the Statement of Operations $0.32 $0.26 $0.63 $0.49 ===== ===== ===== ===== Fully diluted $0.32 $0.26 $0.63 $0.49 ===== ===== ===== ===== - - ------------------------- 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.