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 SEPTEMBER 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 8,845,676, AT OCTOBER 30, 1997. INDEX PART I - FINANCIAL INFORMATION PAGE NO. ITEM 1. FINANCIAL STATEMENTS Unaudited Consolidated Statements of Financial Condition as of September 30, 1997 and December 31, 1996. . . . . . . . . . . . . . . . 3 Unaudited Consolidated Statements of Operations for the Three Months Ended September 30, 1997 and September 30, 1996. . . . . . 4 Unaudited Consolidated Statements of Income for the Nine Months Ended September 30, 1997 and September 30, 1996. . . . . . 5 Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1997 and September 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 - 23 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. . . . . . . . . . . . . . . . . .24 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . .24 SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . 25 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS FIRST NORTHERN CAPITAL CORP. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION SEPTEMBER 30, 1997 DECEMBER 31, 1996 (In Thousands) ASSETS Cash $ 5,768 $ 1,965 Interest-earning deposits 399 1,598 ---------- ----------- CASH AND CASH EQUIVALENTS 6,167 3,563 Securities available-for-sale, at fair value Investment securities 7,624 5,635 Mortgage-related securities 1,224 1,837 Securities held-to-maturity Investment securities (estimated fair value of $19,537 - 1997; $16,633 - 1996) 19,491 16,583 Mortgage-related securities (estimated fair value of $10,940 - 1997; $9,247 - 1996) 10,954 9,325 Loans held for sale 3,351 2,532 Loans receivable 584,347 553,995 Accrued interest receivable 3,508 3,295 Foreclosed properties and repossessed assets 39 189 Office properties and equipment 8,111 8,350 Federal Home Loan Bank stock 4,523 3,773 Prepaid expenses and other assets 7,406 6,426 -------- -------- $656,745 $615,503 ======== ======== LIABILITIES Deposits $478,346 $458,323 Borrowings 91,022 77,272 Advance payments by borrowers for taxes and insurance 9,718 5,447 Other liabilities 4,858 4,237 -------- -------- TOTAL LIABILITIES 583,944 545,279 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: 9,136,104 - 1997 and 1996 shares outstanding: 8,840,200 - 1997; 8,774,858 - 1996 9,136 9,136 Additional paid-in capital 9,455 9,821 Unrealized gains on securities available-for-sale, net of taxes 517 385 Treasury stock at cost (295,904 shares - 1997; 361,246 shares - 1996) (2,353) (2,853) Retained earnings 56,046 53,735 -------- -------- TOTAL STOCKHOLDERS' EQUITY 72,801 70,224 -------- -------- $656,745 $615,503 ======== ======== See Notes to Unaudited Consolidated Financial Statements FIRST NORTHERN CAPITAL CORP. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30 1997 1996 ------ ------ (In Thousands, Except Per Share Amounts) Interest income: Mortgage loans $7,923 $7,282 Consumer loans 3,248 2,755 Investment securities 478 402 Interest-earning deposits 11 9 Mortgage-related securities 197 184 ------- ------- TOTAL INTEREST INCOME 11,857 10,632 Interest expense: Deposits 5,500 5,063 Borrowings 1,256 748 Advance payments by borrowers for taxes and insurance 46 51 ------- ------- TOTAL INTEREST EXPENSE 6,802 5,862 ------- ------- NET INTEREST INCOME 5,055 4,770 Provision for loan losses 90 90 ------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,965 4,680 Non-interest income: Fees on serviced loans 76 86 Loan fees and service charges 63 70 Deposit account service charges 308 251 Insurance commissions 79 60 Gains on sales of loans 76 37 Gain on sale of assets 65 10 Other 185 155 ------- ------- TOTAL NON-INTEREST INCOME 852 669 Non-interest expense: Compensation, payroll taxes and other employee benefits 1,764 1,649 Federal insurance premiums 74 261 SAIF special assessment 2,856 Occupancy 201 208 Data processing 349 283 Furniture and equipment 122 124 Telephone and postage 112 105 Marketing 103 117 Other 545 470 ------- ------ TOTAL NON-INTEREST EXPENSE 3,270 6,073 ------- ------ INCOME BEFORE INCOME (LOSS)TAXES 2,547 (724) Income taxes (benefit) 961 (333) ------- ------ NET INCOME (LOSS) $ 1,586 $ (391) ======= ====== PRIMARY NET INCOME (LOSS) PER SHARE $0.17 $(0.04) ===== ====== CASH DIVIDENDS PAID PER SHARE $0.08 $0.075 ===== ====== See Notes to Unaudited Consolidated Financial Statements FIRST NORTHERN CAPITAL CORP. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF INCOME NINE MONTHS ENDED SEPTEMBER 30 1997 1996 ------- ------- (In Thousands, Except Per Share Amounts) Interest income: Mortgage loans $23,272 $21,329 Consumer loans 9,159 7,791 Investment securities 1,355 1,174 Interest-earning deposits 33 54 Mortgage-related securities 547 491 ------- ------- TOTAL INTEREST INCOME 34,366 30,839 Interest expense: Deposits 15,834 15,200 Borrowings 3,555 1,774 Advance payments by borrowers for taxes and insurance 88 96 ------- ------- TOTAL INTEREST EXPENSE 19,477 17,070 ------- ------- NET INTEREST INCOME 14,889 13,769 Provision for loan losses 230 210 ------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 14,659 13,559 Non-interest income: Fees on serviced loans 243 266 Loan fees and service charges 200 175 Deposit account service charges 902 665 Insurance commissions 248 219 Gains on sales of loans 199 190 Gain on sale of assets 87 29 Other 493 389 ------- ------- TOTAL NON-INTEREST INCOME 2,372 1,933 Non-interest expense: Compensation, payroll taxes and other employee benefits 5,329 5,017 Federal insurance premiums 208 781 SAIF special assessment 2,856 Occupancy 661 653 Data processing 1,050 868 Furniture and equipment 371 389 Telephone and postage 359 339 Marketing 282 274 Other 1,641 1,504 ------- ------- TOTAL NON-INTEREST EXPENSE 9,901 12,681 ------- ------- INCOME BEFORE INCOME TAXES 7,130 2,811 Income taxes 2,700 932 ------- ------- NET INCOME $ 4,430 $ 1,879 ======= ======= PRIMARY NET INCOME PER SHARE $0.49 $0.20 ===== ===== CASH DIVIDENDS PAID PER SHARE $0.24 $0.225 ===== ====== See Notes to Unaudited Consolidated Financial Statements FIRST NORTHERN CAPITAL CORP. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30 1997 1996 --------- --------- (In Thousands) Operating Activities Net income $ 4,430 $ 1,879 Adjustments to reconcile net income to cash provided by operating activities: Provision for losses on loans and real estate 230 210 Provision for depreciation and amortization 656 563 Gains on sales of loans (199) (190) Loans originated for sale (12,850) (9,519) Proceeds from loan sales 12,030 11,395 Increase in interest receivable (213) (130) Increase in interest payable 207 301 Other (32) 1,636 --------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 4,259 6,145 --------- -------- Investing Activities Proceeds from maturities of investment securities and interest-earning deposits 4,800 9,150 Purchases of investment securities (9,474) (9,761) Principal repayments of mortgage-related securities 955 392 Purchase of mortgage-related securities (1,977) (5,697) Loan originations and purchases (134,594) (135,715) Loan principal repayments 104,047 92,448 Purchases of office properties and equipment (417) (471) Purchase of Federal Home Loan Bank stock (750) (5) -------- -------- NET CASH USED BY INVESTING ACTIVITIES (37,410) (49,659) Financing Activities Net increase in deposits 19,816 5,869 Net increase in short-term borrowings 7,475 27,704 Proceeds from long term borrowings 38,275 29,400 Repayments of long term borrowings (31,400) (13,000) Proceeds from securities sold under agreement to repurchase 1,400 Maturity of security sold under agreement to repurchase (2,000) Cash dividends paid (2,119) (2,007) Purchase of treasury stock (441) (3,614) Retirement of common stock (66) Proceeds from exercise of stock options 478 571 Net increase in advance payments by borrowers for taxes and insurance 4,271 3,938 -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 35,755 48,795 INCREASE IN CASH AND CASH EQUIVALENTS 2,604 5,281 Cash and cash equivalents at beginning of period 3,563 1,274 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,167 $ 6,555 ======== ======== Supplemental Information to the Statement of Cash Flows: Interest credited and paid on deposits $15,627 $14,987 Interest paid on borrowings 3,462 2,106 Payments for federal and state income taxes 2,272 2,193 Loans transferred to foreclosed properties and repossessed assets 220 359 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 Operations and 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 September 30, 1997 and December 31, 1996, the results of their operations for the three and nine months ended September 30, 1997 and 1996, and their cash flows for the nine months ended September 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) Where applicable, the historical financial information has been adjusted for the August 18, 1997 two-for-one stock split in the form of a 100% stock dividend. (4) 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 September 30, 1997, and will have no impact on primary earnings per share for the three months ended September 30, 1996. Statement No. 128 will increase primary earnings per share $0.01 for the nine months ended September 30, 1997 and 1996. The impact of Statement No. 128 on the calculation of fully diluted earnings per share for these quarters is not material. (5) 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 September 30, 1997: Asset Management Funds $ 497 $ (5) $ 492 Federal Home Loan Mortgage Corporation stock 33 $813 846 U.S. government and agency securities 6,239 52 (5) 6,286 ------ ---- ---- ------- 6,769 865 (10) 7,624 Mortgage-related securities 1,221 3 1,224 ------ ---- ---- ------- $7,990 $868 $(10) $8,848 ====== ==== ==== ====== 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 ====== ==== ==== ====== (6) 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 September 30, 1997 $19,491 $80 $(34) $19,537 ======= === ==== ======= At December 31, 1996 $16,583 $86 $(36) $16,633 ======= === ==== ======= At September 30, 1997, these investment securities have the following maturities: Amortized Estimated Cost Fair Value --------- ---------- (In Thousands) Due in one year or less $ 6,502 $ 6,524 Due after one year through 5 years 12,989 13,013 ------- ------- $19,491 $19,537 ======= ======= 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 September 30, 1997: Federal Home Loan Mortgage Corporation $ 7,229 $53 $(57) $ 7,225 Federal National Mortgage Association 3,725 22 (32) 3,715 ------- --- ---- ------ $10,954 $75 $(89) $10,940 ======= === ==== ======= 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 ====== === ===== ====== (7) Loans Receivable Loans receivable consist of the following: September 30 December 31 1997 1996 ---------- --------- (In Thousands) First mortgage loans: One to four family residential $387,147 $376,189 Five or more family residential 22,190 20,154 Commercial real estate 8,224 9,975 Construction-residential 25,127 16,306 Construction-commercial 2,088 1,701 Other 2,380 1,900 -------- -------- 447,156 426,225 Consumer loans: Consumer 18,585 18,179 Second mortgage 66,950 59,148 Automobile 69,483 60,339 -------- -------- 155,018 137,666 -------- -------- 602,174 563,891 Less: Undisbursed loan proceeds 13,685 5,942 Allowance for losses 3,110 2,937 Unearned loan fees 1,032 1,017 -------- -------- 17,827 9,896 -------- -------- $584,347 $553,995 ======== ======== (8) The weighted average number of shares outstanding, including common stock equivalents, for the three months ended September 30, 1997 and 1996, were 9,118,053 and 8,985,666, respectively and for the nine months ended September 30, 1997 and 1996, were 9,040,384 and 9,170,872, respectively. (9) 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 $2.6 million greater at September 30, 1997, as compared to December 31, 1996, primarily as the result of regular month end customer deposits made to demand deposit accounts on September 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 or short-term borrowings are repaid. SECURITIES AVAILABLE-FOR-SALE. Investment securities available-for-sale increased approximately $2.0 million as of September 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. Mortgage-related securities available-for-sale decreased $0.6 million at September 30, 1997, as compared to December 31, 1996, as a result of prepayments and repayments of the underlying mortgage loans. SECURITIES HELD-TO-MATURITY. Investment securities held-to-maturity increased $2.9 million primarily as a result of purchases of U.S. Government and agency securities. Mortgage-related securities held-to-maturity increased $1.6 million as a result of purchases of mortgage-related securities. LOANS HELD FOR SALE. At September 30, 1997, First Northern had $3.3 million of fixed interest rate mortgage and education loans classified as loans held for sale. First Northern originates and sells most of its thirty (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 and in the third quarter of 1997, First Northern began to retain its twenty (20) year fixed interest rate mortgage loan originations. The retention of the twenty year fixed interest rate mortgage was in response to First Northern's overall asset/liability position. LOANS RECEIVABLE. Loans receivable increased $30.4 million at September 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 Nine Months Ended September 30 September 30 ---------------- ------------------ 1997 1996 1997 1996 ------- ------- -------- -------- (In Thousands) Mortgage loans originated and purchased: Construction $12,088 $ 8,112 $ 22,002 $ 23,390 Loans on existing property 13,840 15,571 38,491 36,789 Refinancing 11,536 5,639 27,760 28,209 Other loans 1,008 998 1,985 2,394 ------- ------- -------- -------- Total mortgage loans originated and purchased 38,472 30,320 90,238 90,782 Consumer loans originated and purchased: Consumer 2,171 1,720 7,263 6,408 Second mortgage 9,944 9,268 28,738 25,157 Automobile 15,989 17,242 38,183 33,953 Education 935 967 1,987 1,715 ------- ------- -------- -------- Total consumer loans originated and purchased 29,039 29,197 76,171 67,233 ------- ------- -------- -------- Total loans originated and purchased $67,511 $59,517 $166,409 $158,015 ======= ======= ======== ======== Mortgage loan originations and purchases for the third quarter of 1997 increased as compared to the same period in 1996 primarily as the result of increased single-family and multi-family originations within First Northern's market area. These increased originations are the result of stable mortgage loan interest rates and overall increased home buying and building in the third quarter of 1997. Mortgage loan originations for the nine months ended September 30, 1997, as compared to the same period in 1996 have decreased slightly, primarily as a result of a slight increase in mortgage loan origination interest rates early in 1997. First Northern sold $4.3 million of fixed interest rate mortgage loans in the third quarter of 1997 as compared to $2.0 million for the same period in 1996 and $9.6 million in the first nine months of 1997 as compared to $8.3 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, $2.4 million of education loans were sold in the nine months ended September 30, 1997, as compared to $3.2 million for the same period in 1996. 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 decreased slightly in the third quarter of 1997 as compared to the third quarter of 1996 primarily as a result of decreased automobile loan originations in the Savings Bank's jointly owned subsidiary, SFC. SFC automobile loan originations decreased in comparison to the third quarter of 1996 originations because third quarter 1996 originations were abnormally high on a historical basis as a result of new business relationships with additional automobile dealers throughout the state of Wisconsin. Consumer loan originations and purchases for the nine months ended September 30, 1997, as compared to the same period in 1996 increased as a result of the overall emphasis by management placed on consumer loan originations and the favorable economic climate within our markets. DEPOSITS. Deposits increased $20.0 million for the first nine months of 1997 as a result of offering competitive interest rates, the acquisition of "jumbo" (Certificates of Deposit 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 $13.4 million in the first nine months of 1997. BORROWINGS. Federal Home Loan Bank ("FHLB") borrowings increased $13.8 million in the first nine months of 1997, primarily as the result of increased loan originations over 1996 and management's decision to increase the investment portfolio. 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 September 30, 1997, $65.9 million are fixed interest rate borrowings and $25.1 million are overnight borrowings. First Northern anticipates that it will continue to utilize borrowings in the fourth quarter of 1997 if borrowings incrementally add 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 $4.3 million at September 30, 1997, as compared to December 31, 1996. The increase in escrow dollars was the result of increased size of the mortgage loan portfolio and the mortgage loan customers accumulating escrow dollars for payment of their real estate taxes. STOCKHOLDERS' EQUITY. First Northern paid a cash dividend of $0.08 per share on August 15, 1997, to stockholders of record on August 1, 1997. The increase of $0.005 per share represents a 6.7% increase over the second quarter of 1996 cash dividend of $0.075 per share. On October 19, 1996, First Northern approved a second stock repurchase program to repurchase 438,114 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 September 30, 1997, 60,800 shares had been purchased at an average price of $8.62 per share or a total of $0.5 million. Subsequent to the end of the third quarter, the second stock repurchase program expired with 60,800 shares repurchased. Management may consider establishing a third stock repurchase plan in the future. First Northern's Board of Directors declared a two-for-one stock split in the form of a 100% stock dividend distributed on August 18, 1997 to stockholders' of record on August 1, 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 September 30 At December 31 1997 1996 --------------- -------------- (Dollars in Thousands) Non-accrual mortgage loans $473 $509 Non-accrual consumer loans 45 235 ---- ---- Total non-performing loans 518 744 Properties subject to foreclosure 2 157 Foreclosed properties and repossessed assets 21 32 ---- ---- Total non-performing assets $541 $933 ==== ==== Non-performing loans as a percent total loans .09% .13% === === Non-performing assets as a percent of total assets .08% .15% === === Total non-performing loans decreased $392,000 as of September 30, 1997, as compared to December 31, 1996, primarily as a result of the favorable economy in First Northern's market areas which assisted non-performing loan customers to bring their loans 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 September 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 the agency's 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 Nine Months Ended Year Ended September 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 130 10 Recoveries Commercial real estate 1 1 Transfer of loss reserve (136) ------ ------ Balance at the end of the period 1,584 1,453 Consumer Loans: Balance at the beginning of the period 1,484 1,030 Provisions for the period 100 360 Charge-offs Consumer (31) (23) Automobile (40) (43) Recoveries Consumer 9 11 Automobile 4 13 Transfer of loss reserve 136 ------ ------ Balance at the end of the period 1,526 1,484 ------ ------ Total loan loss allowances at the end of the period $3,110 $2,937 ====== ====== Allowance as a percent of total loans .53% .53% === === Allowance as a percent of non-performing loans 600.39% 394.76% ====== ====== Allowance as a percent of total assets .47% .48% === === Allowance as a percent of non-performing assets 574.86% 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 nine months ended September 30, 1997 and 1996 have been annualized. Nine Months Ended September 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 $422,892 $23,272 7.34% $396,767 $21,329 7.17% Consumer loans 145,407 9,159 8.40 122,042 7,791 8.51 Investment securities (2) 28,628 1,355 6.31 24,992 1,174 6.26 Interest-earning deposits 740 33 5.95 1,355 54 5.31 Mortgage-related securities (2) 11,428 547 6.38 10,048 491 6.52 -------- ------- ---- -------- ------- ---- TOTAL 609,095 34,366 7.52 555,204 30,839 7.41 Interest-bearing liabilities: Passbook accounts 59,904 981 2.18 58,696 988 2.24 NOW and variable rate insured money market accounts 103,711 1,872 2.41 101,443 1,768 2.32 Time deposits 305,439 12,981 5.67 292,462 12,444 5.67 Advance payments by borrowers for taxes and insurance 5,279 88 2.22 5,691 96 2.25 Borrowings 80,181 3,555 5.91 41,093 1,774 5.76 -------- ------- ---- -------- ------- ---- TOTAL 554,514 19,477 4.68 499,385 17,070 4.56 -------- ------- ---- -------- ------- ---- Net interest-earning assets balance and interest rate spread $ 54,581 2.84% $ 55,819 2.85% ======== ==== ======== ==== Average interest-earning assets, net interest income and net yield on average interest-earning assets $609,095 $14,889 3.26% $555,204 $13,769 3.31% ======== ======= ==== ======== ======= ==== Average interest-earning assets to interest-bearing liabilities 109.8% 111.2% ===== ===== - - ------------------------- (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. Nine Months Ended September 30 ------------------------------- 1997 vs 1996 ------------------------------- Increase(decrease) due to: ------------------------------- (In Thousands) Rate/ Rate Volume Volume Total ------ ------ ------ ------- Interest-earning assets: Mortgage loans $506 $1,404 $ 33 $1,943 Consumer loans (101) 1,488 (19) 1,368 Investment securities 9 171 1 181 Interest-earning deposits 7 (25) (3) (21) Mortgage-related securities (11) 68 (1) 56 ---- ------ ---- ------ TOTAL $410 $3,106 $ 11 3,527 ==== ====== ==== ------ Interest-bearing liabilities: Passbook accounts $(26) $ 20 $ (1) (7) NOW and variable rate insured money market accounts 63 39 2 104 Time deposits 537 537 Advance payments by borrowers for taxes and insurance (1) (7) (8) Borrowings 46 1,691 44 1,781 ---- ------ ---- ------ TOTAL $ 82 $2,280 $ 45 2,407 ==== ====== ==== ------ Net change in net interest income $1,120 ====== 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 OPERATIONS AND INCOME GENERAL. Net income for the third quarter and the first nine months of 1997 as compared to the third quarter and the first nine months of 1996 increased substantially. The increase was primarily the result of the Savings Association Insurance Fund ("SAIF") special assessment which resulted in a net loss in the third quarter of 1996, increased average interest-earning assets, an increase in non-interest income and a reduction in SAIF deposit insurance premiums. INTEREST INCOME. Interest income on mortgage loans increased $641,000 in the third quarter of 1997 and $1,943,000 for the nine months ended September 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 nine months ended September 30, 1997, increased 6.6% 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 $493,000 and $1,368,000 for the three months and nine months ended September 30, 1997, as compared to the same periods in 1996, as a result of increased consumer loans outstanding. Average consumer loans outstanding for the nine months ended September 30, 1997, were $23.3 million more than average consumer loans outstanding for the nine months ended September 30, 1996. This increase in average consumer loans is primarily the result of increased marketing of second mortgage loans, increased purchases of indirect automobile loans from SFC, 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 central edition of The Wall Street Journal, plus a margin of 2%. Average investment securities outstanding for the first nine months of 1997 as compared to the same period in 1996 increased $3,636,000 which resulted in an increase in investment securities income of $76,000 for the third quarter of 1997 and $181,000 for the nine months ended September 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 third quarter of 1997 and the first nine months of 1997, as compared to the same periods in 1996, increased as a result of additional mortgage-related securities outstanding. INTEREST EXPENSE. Interest expense on deposits increased $437,000 in the third quarter of 1997 and $634,000 for the nine months ended September 30, 1997, as compared to the same periods in 1996, primarily as a result of increased dollar amount of deposits. Average deposits increased $16,453,000 for the nine months ended September 30, 1997, as compared to the nine months ended September 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. (See Financial Condition -- Balance Sheet -- Deposits) Interest expense on borrowings increased substantially in the third quarter of 1997 and the first nine 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 fourth quarter of 1997 to fund anticipated loan demand. PROVISION FOR LOAN LOSSES. First Northern increased its provision for loan losses in the third quarter of 1997, and the first nine months of 1997, as a result of growth in the loan portfolio. The loan loss allowance as of September 30, 1997, was $3,110,000 or .53% of total loans and 600.4% 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. Fees on serviced loans for the third quarter of 1997 and for the nine months ended September 30, 1997, decreased primarily as a result of the amortization of mortgage servicing assets. As the principle of a mortgage loan which was sold, repays or prepays, the mortgage servicing asset is reduced and netted from fees on serviced loans, thereby reducing the income on the serviced loans. Loan fees and service charges decreased $7,000 for the three months ended September 30, 1997, and increased $25,000 for the nine months ended September 30, 1997, as compared to the same periods in 1996. The decrease in the third quarter was primarily the result of decreased late charges on mortgage loans. The increase for the nine months ended September 30, 1997 was the 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 third quarter of 1997 and in the nine months ended September 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 increased $19,000 in the third quarter of 1997 and $29,000 for the nine months ended September 30, 1997, as compared to the same periods in 1996, primarily as a result of bonuses earned from insurance carriers. 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 $39,000 in the third quarter of 1997 and $9,000 for the nine months ended September 30, 1997, as compared to the same periods in 1996 as a result of increased loan sales. For the three months ended September 30, 1997, $4.3 million of fixed interest rate mortgage loans were sold as compared to $2.0 million in the third quarter of 1996 and for the nine months ended September 30, 1997, $9.6 million of fixed interest mortgage loans were sold as compared to $8.3 million for the nine months ended September 30, 1996. In addition, $0.1 million and $2.4 million of education loans were sold in the third quarter of 1997 and for the nine months ended September 30, 1997, respectively, as compared to $0.1 million and $3.2 million for the three and nine months ended September 30, 1996, respectively. The sale of the Seymour Branch Office in the third quarter of 1997 resulted in a one-time gain of $65,000. The Seymour Branch Office was sold to another financial institution as a result of management's analysis of the limited growth potential in the Seymour market area and the cost of continuing to operate the branch. Other income increased $30,000 in the third quarter of 1997 and $104,000 for the nine months ended September 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 $115,000 in the third quarter of 1997 and $312,000 for the first nine 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 $187,000 in the third quarter of 1997 and $573,000 for the nine months ended September 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 $66,000 in the third quarter of 1997 and $182,000 for the nine months ended September 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 $14,000 for the three months ended September 30, 1997, and increased $8,000 for the nine months ended September 30, 1997, as compared to the same periods in 1996. The decrease in the third quarter of 1997 is primarily the result of differences in the timing of the payment of marketing expense in 1997 and 1996. Marketing expense increased for the nine months ended September 30, 1997, as a result of increased marketing of deposit and loan products. Competition in First Northern's market is such that growth in lending and deposit volumes necessitates increased marketing. Other expenses increased for the three and nine months ended September 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 third quarter of 1997 was 37.7%. First Northern received an income tax benefit in the third quarter of 1996 as a result of the special SAIF assessment. 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 September 30, 1997, was 2.79% and 6.21%, respectively, as compared to 3.04% and 5.97%, respectively, at December 31, 1996. The short-term liquidity ratio decreased slightly as compared to the short-term liquidity at December 31, 1996, as a result of maturing investments being reinvested into securities with maturities greater than one year. The September 30, 1997, total liquidity ratio increased slightly as compared to the total liquidity ratio 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 September 30, 1997, for State of Wisconsin regulatory requirements was 10.8% 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 OTS 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 September 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 September 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 Ratio Amount Ratio Amount Ratio ------- ----- ------- ----- ------- ----- (Dollars in Thousands) As of September 30, 1997 Tangible Capital $67,248 10.3% $ 9,827 1.5% $57,421 8.8% (to Tangible Assets) Core Capital 67,248 10.3% 19,654 3.0% 47,594 7.4% (to Tangible Assets) Risk-Based Capital 70,358 16.8% 33,566 8.0% 36,792 8.8% (to Risk-Weighted Assets) State of Wisconsin Capital 71,246 10.8% 39,404 6.0% 31,842 4.8% (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 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: November 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 THIRD 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 (LOSS) PER COMMON SHARE Three Months Nine Months Ended September 30 Ended September 30 -------------------- -------------------- 1997 1996 1997 1996 --------- --------- --------- --------- PRIMARY: Weighted average common shares outstanding during each period 8,838,294 8,800,850 8,810,516 8,961,132 Incremental shares relating to: Dilutive stock options outstanding at end of each period (1) 279,759 184,816 229,868 209,740 --------- --------- --------- --------- 9,118,053 8,985,666 9,040,384 9,170,872 ========= ========= ========= ========= FULLY DILUTED: Weighted average common shares outstanding during each period 8,838,294 8,800,850 8,810,516 8,961,132 Incremental shares relating to: Dilutive stock options outstanding at end of each period (2) 297,995 209,936 312,683 275,288 --------- --------- --------- --------- 9,136,289 9,010,786 9,123,199 9,236,420 ========= ========= ========= ========= NET INCOME (LOSS) FOR EACH PERIOD $1,585,879 $ (390,742)$4,430,065 $1,879,198 ========== ========== ========== ========== PER COMMON SHARE AMOUNTS: Primary, as presented in the Statement of Operations $0.17 $(0.04) $0.49 $0.20 ===== ====== ===== ===== Fully diluted $0.17 $(0.04) $0.49 $0.20 ===== ====== ===== ===== - - ------------------------- 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.