SB FINANCIAL GROUP, INC. - Quarter Report: 2015 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2015

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

For the transition period from __________ to ___________

Commission file number 1-36785

SB FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Ohio		34-1395608
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

401 Clinton Street, Defiance, Ohio 43512

(Address of principal executive offices)

(Zip Code)

(419) 783-8950

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report.)

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

Large Accelerate Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Title of each class		Name of each exchange on which registered
Common Shares, No Par Value		The NASDAQ Stock Market, LLC
4,912,401 Outstanding at May 13, 2015		(NASDAQ Capital Market)

SB FINANCIAL GROUP, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	39

Signatures		40

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

SB Financial Group, Inc.

Condensed Consolidated Balance Sheets
March 31, 2015 and December 31, 2014

	March			December
($ in Thousands)	2015			2014
ASSETS	(Unaudited)
Cash and due from banks	$	49,765		$	28,197

Securities available for sale, at fair value		94,056			85,240
Other securities - FRB and FHLB Stock		3,748			3,748
Total investment securities		97,804			88,988

Loans held for sale		8,667			5,168

Loans, net of unearned income		511,784			516,336
Allowance for loan losses		(6,830	)		(6,771	)
Net loans		504,954			509,565

Premises and equipment, net		15,407			13,604
Cash surrender value of life insurance		13,219			13,148
Goodwill		16,353			16,353
Core deposits and other intangibles		229			283
Foreclosed assets held for sale, net		207			285
Mortgage servicing rights		5,860			5,704
Accrued interest receivable		1,554			1,346
Other assets		3,536			1,587
Total assets	$	717,555		$	684,228

LIABILITIES AND EQUITY
Deposits
Non interest bearing demand	$	96,638		$	97,853
Interest bearing demand		133,145			121,043
Savings		75,445			64,107
Money market		106,325			104,602
Time deposits		166,730			163,301
Total deposits		578,283			550,906

Advances from Federal Home Loan Bank		30,000			30,000
Repurchase agreements		14,648			12,740
Trust preferred securities		10,310			10,310
Accrued interest payable		334			264
Other liabilities		6,880			4,325
Total liabilities		640,455			608,545

Equity
Preferred stock		13,983			13,983
Common stock		12,569			12,569
Additional paid-in capital		15,413			15,461
Retained earnings		35,429			34,379
Accumulated other comprehensive income		1,264			918
Treasury stock		(1,558	)		(1,627	)
Total equity		77,100			75,683

Total liabilities and equity	$	717,555		$	684,228

See notes to condensed consolidated financial statements (unaudited)

Note: The balance sheet at December 31, 2014 has been derived from the audited consolidated financial statements at that date

SB Financial Group, Inc.

Condensed Consolidated Statements of Income (Unaudited)

	Three Months Ended
	March			March
($ in thousands, except share data)	2015			2014
Interest income
Loans
Taxable	$	5,619		$	5,241
Nontaxable		6			16
Securities
Taxable		372			309
Nontaxable		177			175
Total interest income		6,174			5,741

Interest expense
Deposits		495			498
Repurchase Agreements & Other		5			11
Federal Home Loan Bank advances		92			74
Trust preferred securities		51			333
Total interest expense		643			916

Net interest income		5,531			4,825

Provision for loan losses		350			-

Net interest income after provision for loan losses		5,181			4,825

Noninterest income
Wealth Management Fees		659			632
Customer service fees		632			610
Gain on sale of mtg. loans & OMSR's		1,400			572
Mortgage loan servicing fees, net		58			245
Gain on sale of non-mortgage loans		254			23
Data service fees		317			306
Loss on sale/disposal of assets		(19	)		(34	)
Other income		295			205
Total non-interest income		3,596			2,559

Noninterest expense
Salaries and employee benefits		3,477			3,120
Net occupancy expense		503			573
Equipment expense		565			639
Data processing fees		263			211
Professional fees		440			338
Marketing expense		149			123
Telephone and communication		90			112
Postage and delivery expense		234			204
State, local and other taxes		129			92
Employee expense		153			115
Intangible amortization expense		54			131
Other expenses		587			421
Total non-interest expense		6,644			6,079

Income before income tax expense		2,133			1,306
Income tax expense		637			326

Net income	$	1,496		$	980

Preferred Stock Dividends		225			-

Net income available to common shareholders		1,271			980

Common share data:
Basic earnings per common share	$	0.26		$	0.20
Diluted earnings per common share	$	0.23		$	0.20

Average common shares outstanding ( in thousands):
Basic:		4,879			4,871
Diluted:		6,379			4,894

See notes to condensed consolidated financial statements (unaudited)

SB Financial Group, Inc.

Condensed Consolidated Statements of Comprehensive Income (unaudited)

	Three Months Ended Mar. 31,
($'s in thousands)	2015			2014

Net income	$	1,496		$	980
Other comprehensive income:
Available-for-sale investment securities:
Gross unrealized holding gain arising in the period		524			505
Related tax expense		(178	)		(172	)
Net effect on other comprehensive income		346			333
Total comprehensive income	$	1,842		$	1,313

SB Financial Group, Inc.

Condensed Consolidated Statements of Shareholders’ Equity (unaudited)

	Preferred		Common		Additional Paid-in			Retained			Accumulated Other Comprehensive		Treasury
($'s in thousands)	Stock		Stock		Capital			Earnings			Income (Loss)		Stock			Total

Balance, January 1, 2015	$	13,983	$	12,569	$	15,461		$	34,379		$	918	$	(1,627	)	$	75,683
Net Income									1,496								1,496
Other Comprehensive Income												346					346
Dividends on Common Stk., $0.045 per share									(221	)							(221	)
Dividends on Preferred Stk., $0.15 per share									(225	)							(225	)
Treasury shares issued						(69	)							69			-
Share based compensation expense						21											21
Balance, March 31, 2015	$	13,983	$	12,569	$	15,413		$	35,429		$	1,264	$	(1,558	)	$	77,100

Balance, January 1, 2014	$	-	$	12,569	$	15,412		$	29,899		$	74	$	(1,685	)	$	56,269
Net Income									980								980
Other Comprehensive Loss												333					333
Dividends on Common Stk., $0.025 per share									(171	)							(171	)
Treasury shares issued						(37	)							45			8
Share based compensation expense						16											16
Balance, March 31, 2014	$	-	$	12,569	$	15,391		$	30,708		$	407	$	(1,640	)	$	57,435

See notes to condensed consolidated financial statements (unaudited)

SB Financial Group, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Three Months Ended Mar. 31,
($'s in thousands)	2015			2014
Operating Activities
Net Income	$	1,496		$	980
Items (using)/providing cash
Depreciation and amortization		242			305
Provision for loan losses		350			-
Expense of share-based compensation plan		21			16
Amortization of premiums and discounts on securities		262			223
Amortization of intangible assets		54			131
Amortization of originated mortgage servicing rights		282			117
Impairment of mortgage servicing rights		80			18
Proceeds from sale of loans held for sale		64,878			24,512
Originations of loans held for sale		(66,482	)		(26,944	)
Gain from sale of loans		(1,654	)		(595	)
Loss on sale of assets		19			33
Changes in
Interest receivable		(208	)		(142	)
Other assets		(2,927	)		(1,601	)
Interest payable and other liabilities		2,626			(74	)

Net cash used in operating activities		(961	)		(3,021	)

Investing Activities
Purchases of available-for-sale securities		(12,740	)		(9,685	)
Proceeds from maturities of available-for-sale securities		4,186			6,455
Net change in loans		4,234			(4,930	)
Purchase of premises and equipment and software		(2,111	)		(1,112	)
Proceeds from sales or disposal of premises and equipment		36			-
Proceeds from sale of foreclosed assets		85			74

Net cash used in investing activities		(6,310	)		(9,198	)

Financing Activities

Net increase in demand deposits, money market, interest checking and savings accounts		23,948			18,147
Net increase (decrease) in certificates of deposit		3,429			(3,662	)
Net increase in securities sold under agreements to repurchase		1,908			2,209
Repayment of Federal Home Loan Bank advances		-			(2,000	)
Proceeds from stock options exercised		-			8
Dividends on Common Stock		(221	)		(171	)
Dividends on Preferred Stock		(225	)		-
Repayment of notes payable		-			(589	)
Net cash provided by financing activities		28,839			13,942
Increase in Cash and Cash Equivalents		21,568			1,723
Cash and Cash Equivalents, Beginning of Year		28,197			13,137
Cash and Cash Equivalents, End of Period	$	49,765		$	14,860

Supplemental Cash Flows Information
Interest paid	$	573		$	702
Income taxes paid	$	410		$	285
Transfer of loans to foreclosed assets	$	27		$	-

See notes to condensed consolidated financial statements (unaudited)

SB FINANCIAL GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1—BASIS OF PRESENTATION

SB Financial Group, Inc., an Ohio corporation (the “Company”) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, The State Bank and Trust Company (“State Bank”), RFCBC, Inc. (“RFCBC”), Rurbanc Data Services, Inc. dba RDSI Banking Systems (“RDSI”), and Rurban Statutory Trust II (“RST II”). In addition, State Bank owns all of the outstanding stock of Rurban Mortgage Company (“RMC”) and State Bank Insurance, LLC (“SBI”).

The consolidated financial statements include the accounts of the Company, State Bank, RFCBC, RDSI, RMC, and SBI. All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The financial statements reflect all adjustments that are, in the opinion of management, necessary to fairly present the financial position, results of operations and cash flows of the Company. Those adjustments consist only of normal recurring adjustments. Results of operations for the three months ended March 31, 2015, are not necessarily indicative of results for the complete year.

The condensed consolidated balance sheet of the Company as of December 31, 2014 has been derived from the audited consolidated balance sheet of the Company as of that date.

For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

The following paragraphs summarize the impact of new accounting pronouncements:

Accounting Standards Update (ASU) No. 2015-05: Intangibles – Goodwill and Other (Subtopic 310-40, Software)

The ASU provides guidance for the customer’s accounting treatment for fees paid in a cloud computing arrangement. Existing generally accepted accounting principles (GAAP) does not include explicit guidance regarding this topic. Specifically the ASU indicates how to handle cloud computing arrangements when a software license does and does not exist as part of the arrangement. The amendments in this update are effective for reporting periods beginning after December 15, 2015 and management does not believe this update will have a material impact on the Company’s consolidated financial statements.

ASU No. 2015-03 (Sub Topic 835-30): Interest – Simplifying the Presentation of Debt Issuance Costs

This ASU simplifies the presentation of debt issuance costs, with the amendments in this Update requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments in this update are effective for reporting periods beginning after December 15, 2015 and management does not believe this update will have a material impact on the Company’s consolidated financial statements.

ASU No. 2015-02, Consolidation (Topic 810):

This ASU changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Management does not believe that the implementation of this update will have a material impact on the Company’s consolidated financial statements.

ASU No. 2015-01, Extraordinary and Unusual Income Statement Items (Sub Topic 225-20): Simplifying Income Statement Presentation by Elimination of Extraordinary Items

This ASU eliminates from GAAP the concept of extraordinary items. Included is the following criteria that must be met for extraordinary classification: 1. Unusual nature – a high degree of abnormality. 2. Infrequency of occurrence – not reasonably expected to recur. Management does not believe that the implementation of this update will have a material impact on the Company’s consolidated financial statements.

ASU No. 2014-17, Business Combinations (Topic 805): Pushdown Accounting.

This ASU provides guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. An acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. Management does not believe the amendments will have a material impact on the Company’s consolidated financial statements.

ASU No. 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract is more Akin to Debt or to Equity.

This ASU provides guidance for an entity when hybrid financial instruments are issued in the form of a share. The entity should determine the nature of the host contract by considering the economic characteristics and risks of the entire financial instrument. The determination of these host characteristics may meet the definition of a derivative financial instrument. Management does not believe the amendments will have a material impact on the Company’s consolidated financial statements.

ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Sub Topic 205-40.

This ASU provides guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. Management does not believe the amendments will have a material impact on the Company’s consolidated financial statements.

ASU No. 2014-12 (Topic 718): Compensation – Stock Compensation

The ASU provides guidance for the accounting treatment of share-based payments when the terms provide that a performance target could be achieved after the service period. The treatment requires that the target achievement after the service period be treated as a performance condition. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. Management does not believe this update will have a material impact on the Company’s consolidated financial statements.

ASU No. 2014-09 (Topic 606): Revenue from Contracts with Customers

The ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets unless those contracts are within the scope of other standards. The core principle is that an entity should recognize revenue in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Management does not believe that the implementation of this update will have a material impact on the Company’s consolidated financial statements.

NOTE 2—EARNINGS PER SHARE

Earnings per share (EPS) have been computed based on the weighted average number of common shares outstanding during the periods presented. For the three month period ended March 31, 2015, share-based awards totaling 55,424 common shares were not considered in computing diluted EPS as they were anti-dilutive. For the three month period ended March 31, 2014, share-based awards totaling 66,570 common shares were not considered in computing diluted EPS as they were anti-dilutive. Included in the diluted EPS for March 31, 2015 are the impact of the full conversion of the Company’s depository shares issued in December of 2014. Based upon the current conversion ratio, the 1,500,000 outstanding depository shares are convertible into an aggregate of 1,450,677 common shares. The average number of shares used in the computation of basic and diluted earnings per share were:

	Three Months Ended
	March 31,
(shares in thousands)	2015		2014
Basic earnings per share		4,879		4,871
Diluted earnings per share		6,379		4,894

Note 3 - Securities

The amortized cost and appropriate fair values, together with gross unrealized gains and losses, of securities at March 31, 2015 and December 31, 2014 were as follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
($ in thousands)	Cost		Gains		Losses			Value
Available-for-Sale Securities:
March 31, 2015
U.S. Treasury and Government agencies	$	14,899	$	172	$	-		$	15,071
Mortgage-backed securities		59,206		761		(140	)		59,827
State and political subdivisions		18,012		1,123		-			19,135
Equity securities		23		-		-			23

	$	92,140	$	2,056	$	(140	)	$	94,056

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
($ in thousands)	Cost		Gains		Losses			Value
Available-for-Sale Securities:
December 31, 2014:
U.S. Treasury and Government agencies	$	15,187	$	124	$	(4	)	$	15,307
Mortgage-backed securities		50,563		462		(285	)		50,740
State and political subdivisions		18,075		1,095		-			19,170
Equity securities		23		-		-			23

	$	83,848	$	1,681	$	(289	)	$	85,240

The amortized cost and fair value of securities available for sale at March 31, 2015, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Available for Sale
($ in thousands)	Amortized Cost		Fair Value

Within one year	$	861	$	874
Due after one year through five years		1,857		1,954
Due after five years through ten years		9,549		9,877
Due after ten years		20,644		21,501
		32,911		34,206

Mortgage-backed securities & equity securities		59,229		59,850

Totals	$	92,140	$	94,056

The fair value of securities pledged as collateral, to secure public deposits and for other purposes, was $58.0 million at March 31, 2015 and $44.5 million at December 31, 2014. The fair value of securities delivered for repurchase agreements was $18.9 million at March 31, 2015 and $16.5 million at December 31, 2014.

There were no realized gains and losses from sales of available-for-sale securities for the three months ended March 31, 2015. There were no realized gains and losses from sales of available-for-sale securities for the three months ended March 31, 2014.

Certain investments in debt securities are reported in the financial statements at an amount less than their historical cost. Total fair value of these investments was $11.2 million at March 31, 2015, and $29.0 million at December 31, 2014, which was approximately 11.9 and 34.7 percent, respectively, of the Company’s available-for-sale investment portfolio at such dates. Based on evaluation of available evidence, including recent changes in market interest rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these securities are temporary. Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified.

Securities with unrealized losses, aggregated by investment class and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2015 and December 31, 2014 are as follows:

	Less than 12 Months					12 Months or Longer					Total
($ in thousands)	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
March 31, 2015	Value		Losses			Value		Losses			Value		Losses
Available-for-Sale Securities:
Mortgage-backed securities	$	4,944	$	(38	)	$	6,292	$	(102	)	$	11,236	$	(140	)

	$	4,944	$	(38	)	$	6,292	$	(102	)	$	11,236	$	(140	)

	Less than 12 Months					12 Months or Longer					Total
($ in thousands)	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
December 31, 2014	Value		Losses			Value		Losses			Value		Losses
Available-for-Sale Securities:
U.S. Treasury and Government agencies	$	1,387	$	(4	)	$	-	$	-		$	1,387	$	(4	)
Mortgage-backed securities		20,491		(73	)		7,073		(212	)		27,564		(285	)

	$	21,878	$	(77	)	$	7,073	$	(212	)	$	28,951	$	(289	)

The total potential unrealized loss as of March 31, 2015 in the securities portfolio was $0.14 million, which was down from the $0.29 million unrealized loss at December 31, 2014. Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concern warrants such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent of the Company to not sell the investment and whether it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost. Management has determined there is no other-than-temporary-impairment on these securities.

NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans that management has the intent and ability to hold for the foreseeable future, or until maturity or payoffs, are reported at their outstanding principal balances adjusted for any charge-offs, the allowance for loan losses, any deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans. Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term. Generally, all loan classes are placed on non-accrual status not later than 90 days past due, unless the loan is well-secured and in the process of collection. All interest accrued, but not collected, for loans that are placed on non-accrual or charged-off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the non-collectability of a loan balance is probable. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as new information becomes available.

The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Company’s internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected on the historical loss or risk rating data.

A loan is considered impaired when, based on current information and events, it is probable that State Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration each of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial, agricultural, and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent.

When State Bank moves a loan to non-accrual status, total unpaid interest accrued to date is reversed from income. Subsequent payments are applied to the outstanding principal balance with the interest portion of the payment recorded on the balance sheet as a contra-loan. Interest received on impaired loans may be realized once all contractual principal amounts are received or when a borrower establishes a history of six consecutive timely principal and interest payments. It is at the discretion of management to determine when a loan is placed back on accrual status upon receipt of six consecutive timely payments.

Large groups of smaller balance homogenous loans are collectively evaluated for impairment. Accordingly, State Bank does not separately identify individual consumer and residential loans for impairment measurements, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.

Categories of loans at March 31, 2015 and December 31, 2014 include:

	Total Loans						Non-Accrual Loans
($ in thousands)	Mar. 2015			Dec. 2014			Mar. 2015		Dec. 2014
Commercial & Industrial	$	85,100		$	88,485			1,413		1,387
Commercial RE & Construction		217,610			217,030			1,643		2,092
Agricultural & Farmland		44,266			46,217			-		-
Residential Real Estate		114,703			113,214			1,231		992
Consumer & Other		50,184			51,546			130		138
Total Loans	$	511,863		$	516,492		$	4,417	$	4,609

Unearned Income	$	(79	)	$	(156	)
Total Loans, net of unearned income	$	511,784		$	516,336
Allowance for loan losses	$	(6,830	)	$	(6,771	)

The following tables present the activity in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of March 31, 2015, December 31, 2014 and March 31, 2014.

	Commercial			Commercial RE			Agricultural		Residential			Consumer
($'s in thousands)	& Industrial			& Construction			& Farmland		Real Estate			& Other			Total
ALLOWANCE FOR LOAN AND LEASE LOSSES
For the Three Months Ended March 31, 2015
Beginning balance	$	1,630		$	2,857		$	208	$	1,308		$	768		$	6,771
Charge Offs		(8	)		(250	)		-		(13	)		(31	)	$	(302	)
Recoveries		5			-			1		2			3			11
Provision		(53	)		285			3		21			94			350
Ending Balance	$	1,574		$	2,892		$	212	$	1,318		$	834		$	6,830

Loans Receivable at March 31, 2015
Allowance:
Ending balance:
individually evaluated for impairment	$	510		$	1,002		$	-	$	203		$	72		$	1,787
Ending balance:
collectively evaluated for impairment	$	1,064		$	1,890		$	212	$	1,115		$	762		$	5,043
Loans:
Ending balance:
individually evaluated for impairment	$	1,268		$	1,991		$	-	$	1,592		$	469		$	5,320
Ending balance:
collectively evaluated for impairment	$	83,832		$	215,619		$	44,266	$	113,111		$	49,715		$	506,543

Loans Receivable at December 31, 2014
Allowance:
Ending balance:
individually evaluated for impairment	$	510	$	1,018	$	-	$	242	$	41	$	1,811
Ending balance:
collectively evaluated for impairment	$	1,120	$	1,839	$	208	$	1,066	$	727	$	4,960
Loans:
Ending balance:
individually evaluated for impairment	$	1,268	$	2,035	$	-	$	1,647	$	481	$	5,431
Ending balance:
collectively evaluated for impairment	$	87,217	$	214,995	$	46,217	$	111,567	$	51,065	$	511,061

	Commercial			Commercial RE			Agricultural		Residential			Consumer
($'s in thousands)	& Industrial			& Construction			& Farmland		Real Estate			& Other			Total
ALLOWANCE FOR LOAN AND LEASE LOSSES
For the Three Months Ended
March 31, 2014
Beginning balance	$	2,175		$	2,708		$	159	$	1,067		$	855		$	6,964
Charge Offs		(307	)		-			-		(15	)		(1	)	$	(323	)
Recoveries		10			52					5			18			85
Provision		24			(9	)		18		104			(137	)		-
Ending Balance	$	1,902		$	2,751		$	177	$	1,161		$	735		$	6,726

The risk characteristics of each loan portfolio segment are as follows:

Commercial and Agricultural

Commercial and agricultural loans are primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being financed or other business assets, such as accounts receivable or inventory, and may include a personal guarantee. Short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Commercial Real Estate including Construction

Commercial real estate loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The characteristics of properties securing the Company’s commercial real estate portfolio are diverse, but with geographic location almost entirely in the Company’s market area. Management monitors and evaluates commercial real estate loans based on collateral, geography and risk grade criteria. In general, the Company avoids financing single purpose projects unless other underwriting factors are present to help mitigate risk. In addition, management tracks the level of owner-occupied commercial real estate versus non-owner-occupied loans.

Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews and financial analysis of the developers and property owners. Construction loans are generally based on estimates of costs and value associated with the completed project. These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing.

Residential and Consumer

Residential and consumer loans consist of two segments – residential mortgage loans and personal loans. Residential mortgage loans are secured by 1-4 family residences and are generally owner-occupied, and the Company generally establishes a maximum loan-to-value ratio and requires private mortgage insurance if that ratio is exceeded. Home equity loans are typically secured by a subordinate interest in 1-4 family residences, and consumer personal loans are secured by consumer personal assets, such as automobiles or recreational vehicles. Some consumer personal loans are unsecured, such as small installment loans and certain lines of credit. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas, such as unemployment levels. Repayment can also be impacted by changes in property values on residential properties. Risk is mitigated by the fact that these loans are of smaller individual amounts and spread over a large number of borrowers.

The following tables present the credit risk profile of the Company’s loan portfolio based on rating category and payment activity as of March 31, 2015 and December 31, 2014.

March 31, 2015	Commercial		Commercial RE		Agricultural		Residential		Consumer
Loan Grade	& Industrial		& Construction		& Farmland		Real Estate		& Other		Total
($ in thousands)
1-2	$	921	$	63	$	59	$	-	$	-	$	1,043
3		23,043		64,940		8,723		107,291		46,663		250,660
4		59,479		140,533		35,484		4,987		3,256		243,739
Total Pass (1 - 4)		83,443		205,536		44,266		112,278		49,919		495,442

Special Mention (5)		50		6,054		-		1,149		73		7,326
Substandard (6)		323		4,060		-		309		54		4,746
Doubtful (7)		1,284		1,960		-		967		138		4,349
Loss (8)		-		-		-		-		-		-
Total Loans	$	85,100	$	217,610	$	44,266	$	114,703	$	50,184	$	511,863

December 31, 2014	Commercial		Commercial RE		Agricultural		Residential		Consumer
Loan Grade	& Industrial		& Construction		& Farmland		Real Estate		& Other		Total
($ in thousands)
1-2	$	1,148	$	66	$	61	$	-	$	-	$	1,275
3		23,580		67,779		9,505		105,149		47,795		253,808
4		61,691		136,427		36,651		5,611		3,465		243,845
Total Pass (1 - 4)		86,419		204,272		46,217		110,760		51,260		498,928

Special Mention (5)		83		6,224		-		1,160		84		7,551
Substandard (6)		752		4,422		-		312		55		5,541
Doubtful (7)		1,231		2,112		-		982		147		4,472
Loss (8)		-		-		-		-		-		-
Total Loans	$	88,485	$	217,030	$	46,217	$	113,214	$	51,546	$	516,492

The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis.

Credit Risk Profile

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis includes loans with an outstanding balance greater than $100 thousand and non-homogeneous loans, such as commercial and commercial real estate loans. This analysis is performed on a quarterly basis. The Company uses the following definitions for risk ratings:

Pass (grades 1 – 4): Loans which management has determined to be performing as expected and in agreement with the terms established at the time of loan origination.

Special Mention (5): Assets have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date. Special mention assets are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification. Ordinarily, special mention credits have characteristics which corrective management action would remedy.

Substandard (6): Loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful (7): Loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of current known facts, conditions and values, highly questionable and improbable.

Loss (8): Loans are considered uncollectable and of such little value that continuing to carry them as assets on the Company’s financial statement is not feasible. Loans will be classified Loss when it is neither practical nor desirable to defer writing off or reserving all or a portion of a basically worthless asset, even though partial recovery may be possible at some time in the future.

The following tables present the Company’s loan portfolio aging analysis as of March 31, 2015 and December 31, 2014.

	30-59 Days		60-89 Days		Greater Than		Total Past				Total Loans
March 31, 2015	Past Due		Past Due		90 Days		Due		Current		Receivable
($ in thousands)

Commercial & Industrial	$	-	$	2	$	972	$	974	$	84,126	$	85,100
Commercial RE & Construction		3,708		228		1,497		5,433		212,177		217,610
Agricultural & Farmland		-		-		-		-		44,266		44,266
Residential Real Estate		48		-		305		353		114,350		114,703
Consumer & Other		57		-		-		57		50,127		50,184
Total Loans	$	3,813	$	230	$	2,774	$	6,817	$	505,046	$	511,863

	30-59 Days		60-89 Days		Greater Than		Total Past				Total Loans
December 31, 2014	Past Due		Past Due		90 Days		Due		Current		Receivable
($ in thousands)

Commercial & Industrial	$	-	$	-	$	987	$	987	$	87,498	$	88,485
Commercial RE & Construction		3,660		-		1,747		5,407		211,623		217,030
Agricultural & Farmland		-		-		-		-		46,217		46,217
Residential Real Estate		164		19		377		560		112,654		113,214
Consumer & Other		39		81		-		120		51,426		51,546
Total Loans	$	3,863	$	100	$	3,111	$	7,074	$	509,418	$	516,492

All loans past due 90 days are systematically placed on nonaccrual status.

A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16), when based on current information and events, it is probable State Bank will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forebearance or other actions intended to maximize collection.

The following tables present impaired loan information as of and for the three months ended March 31, 2015 and 2014, and for the twelve months ended December 31, 2014:

Three Months Ended March 31, 2015	Recorded		Unpaid Principal		Related		Average Recorded		Interest Income
($'s in thousands)	Investment		Balance		Allowance		Investment		Recognized
With no related allowance recorded:
Commercial & Industrial	$	316	$	316	$	-	$	316	$	-
Commercial RE & Construction		915		915		-		952		11
Agricultural & Farmland		-		-		-		-		-
Residential Real Estate		554		598		-		710		12
Consumer & Other		106		106		-		134		3
All Impaired Loans < $100,000		605		605		-		605		-
With a specific allowance recorded:
Commercial & Industrial		952		1,552		510		1,552		-
Commercial RE & Construction		1,076		1,326		1,002		1,326		-
Agricultural & Farmland		-		-		-		-		-
Residential Real Estate		1,038		1,044		203		1,120		12
Consumer & Other		363		363		70		375		6
Totals:
Commercial & Industrial	$	1,268	$	1,868	$	510	$	1,868	$	-
Commercial RE & Construction	$	1,991	$	2,241	$	1,002	$	2,278	$	11
Agricultural & Farmland	$	-	$	-	$	-	$	-	$	-
Residential Real Estate	$	1,592	$	1,642	$	203	$	1,830	$	24
Consumer & Other	$	469	$	469	$	70	$	509	$	9
All Impaired Loans < $100,000	$	605	$	605	$	-	$	605	$	-

Twelve Months Ended			Unpaid
December 31, 2014	Recorded		Principal		Related
($'s in thousands)	Investment		Balance		Allowance
With no related allowance recorded:
Commercial & Industrial	$	316	$	316	$	-
Commercial RE & Construction		530		530		-
Agricultural & Farmland		-		-		-
Residential Real Estate		567		611		-
Consumer & Other		110		110		-
All Impaired Loans < $100,000		565		565		-
With a specific allowance recorded:
Commercial & Industrial		952		1,552		510
Commercial RE & Construction		1,505		1,505		1,018
Agricultural & Farmland		-		-		-
Residential Real Estate		1,080		1,080		242
Consumer & Other		371		371		41
Totals:
Commercial & Industrial	$	1,268	$	1,868	$	510
Commercial RE & Construction	$	2,035	$	2,035	$	1,018
Agricultural & Farmland	$	-	$	-	$	-
Residential Real Estate	$	1,647	$	1,691	$	242
Consumer & Other	$	481	$	481	$	41
All Impaired Loans < $100,000	$	565	$	565	$	-

Three Months Ended	Average		Interest
March 31, 2014	Recorded		Income
($'s in thousands)	Investment		Recognized
With no related allowance recorded:
Commercial & Industrial	$	316	$	-
Commercial RE & Construction		500		-
Agricultural & Farmland		-		-
Residential Real Estate		749		13
Consumer & Other		114		3
All Impaired Loans < $100,000		1,148		-
With a specific allowance recorded:
Commercial & Industrial		1,681		-
Commercial RE & Construction		187		3
Agricultural & Farmland		-		-
Residential Real Estate		1,458		13
Consumer & Other		498		7
Totals:
Commercial & Industrial	$	1,997	$	-
Commercial RE & Construction	$	687	$	3
Agricultural & Farmland	$	-	$	-
Residential Real Estate	$	2,207	$	26
Consumer & Other	$	612	$	10
All Impaired Loans < $100,000	$	1,148	$	-

Impaired loans less than $100,000 are included in groups of homogenous loans. These loans are evaluated based on delinquency status.

Interest income recognized on a cash basis does not materially differ from interest income recognized on an accrual basis.

Troubled Debt Restructured (TDR) Loans

TDRs are modified loans where a concession was provided to a borrower experiencing financial difficulties. Loan modifications are considered TDRs when the concessions provided are not available to the borrower through either normal channels or other sources. However, not all loan modifications are TDRs.

TDR Concession Types

The Company’s standards relating to loan modifications consider, among other factors, minimum verified income requirements, cash flow analysis, and collateral valuations. Each potential loan modification is reviewed individually and the terms of the loan are modified to meet a borrower’s specific circumstances at a point in time. All loan modifications, including those classified as TDRs, are reviewed and approved. The types of concessions provided to borrowers include:

●

Interest rate reduction: A reduction of the stated interest rate to a nonmarket rate for the remaining original life of the loan. The Company also may grant interest rate concessions for a limited timeframe on a case by case basis.

●

Amortization or maturity date change: A change in the amortization or maturity date beyond what the collateral supports, including a concession that does any of the following:

(1)

Lengthens the amortization period of the amortized principal beyond market terms. This concession reduces the minimum monthly payment and increases the amount of the balloon payment at the end of the term of the loan. Principal is generally not forgiven.

(2)

Reduces the amount of loan principal to be amortized. This concession also reduces the minimum monthly payment and increases the amount of the balloon payment at the end of the term of the loan. Principal is generally not forgiven.

(3)

Extends the maturity date or dates of the debt beyond what the collateral supports. This concession generally applies to loans without a balloon payment at the end of the term of the loan. In addition, there may be instances where renewing loans potentially require non-market terms and would then be reclassified as TDRs.

●

Other: A concession that is not categorized as one of the concessions described above. These concessions include, but are not limited to: principal forgiveness, collateral concessions, covenant concessions, and reduction of accrued interest. Principal forgiveness may result from any TDR modification of any concession type.

The following presents the activity of TDRs during the three months ended March 31, 2015 and 2014.

	March 31, 2015
($ in thousands)	Number of Loans		Pre-Modification Recorded Balance		Post Modification Recorded Balance

Residential Real Estate		1	$	24	$	24
Consumer & Other				-		-

Total Modifications		1	$	24	$	24

	Interest						Total
($ in thousands)	Only		Term		Combination		Modification

Residential Real Estate	$	-	$	24	$	-	$	24
Consumer & Other		-				-		-

Total Modifications	$	-	$	24	$	-	$	24

There was no increase in the allowance for loan and lease losses ("ALLL") due to TDRs in the twelve month period ended March 31, 2015.

There was no TDR activity during the three months ended March 31, 2014.

There were no TDR’s modified during the past twelve months that have subsequently defaulted as of March 31, 2015.

TDR’s modified in the past twelve months that have subsequently defaulted as of March 31, 2014.

	Number of		Recorded
($ in thousands)	Contracts		Balance

Residential Real Estate		2	$	197

		2		197

NOTE 5 – DERIVATIVE FINANCIAL INSTRUMENTS

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company manages its exposures to a wide variety of business and operational risks primarily through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its assets and liabilities and through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash payments principally related to certain variable-rate assets.

Non-designated Hedges

The Company does not use derivatives for trading or speculative purposes. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously offset by interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. As of March 31, 2015 and December 31, 2014, the notional amount of customer-facing swaps was approximately $15.8 million and $12.6 million, respectively. The same amounts were offset with third party counterparties, as described above.

The Company has minimum collateral posting thresholds with its derivative counterparties. As of March 31, 2015 and December 31, 2014, the Company had posted cash as collateral in the amount of $0.5 million and $0.4 million, respectively.

Fair Values of Derivative Instruments on the Balance Sheet

The table below presents the fair value of the Company’s derivative financial instruments, as well as their classification on the Balance Sheet, as of March 31, 2015 and December 31, 2014.

Asset Derivatives

Liability Derivatives

March 31, 2015

Balance Sheet

Fair

Balance Sheet

Fair

($ in thousands)

Location

Value

Location

Value

Derivatives not designated as hedging instruments:

Interest rate contracts

Other Assets

502

Other Liabilities

502

December 31, 2014

Balance Sheet

Fair

Balance Sheet

Fair

Location

Value

Location

Value

Derivatives not designated as hedging instruments:

Interest rate contracts

Other Assets

273

Other Liabilities

273

Effect of Derivative Instruments on the Income Statement

The Company’s derivative financial instruments had no net effect on the Income Statements for the three months ended March 31, 2015 and 2014.

NOTE 6 – FAIR VALUE OF ASSETS AND LIABILITIES

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:

	Level 1	Quoted prices in active markets for identical assets or liabilities

	Level 2	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

	Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis, recognized in the accompanying balance sheets, as well as the general classifications of such assets pursuant to the valuation hierarchy.

Available-for-Sale Securities

The fair values of available-for-sale securities are determined by various valuation methodologies. Level 1 securities include money market mutual funds. Level 1 inputs include quoted prices in an active market. Level 2 securities include U.S. treasury and government agencies, mortgage-backed securities, obligations of political and state subdivisions and equity securities. Level 2 inputs do not include quoted prices for individual securities in active markets; however, they do include inputs that are either directly or indirectly observable for the individual security being valued. Such observable inputs include interest rates and yield curves at commonly quoted intervals, volatilities, prepayment speeds, credit risks and default rates. Also included are inputs derived principally from or corroborated by observable market data by correlation or other means.

Interest Rate Contracts

The fair values of interest rate contracts are based upon the estimated amount the Company would receive or pay to terminate the contracts or agreements, taking into account underlying interest rates, creditworthiness of underlying customers for credit derivatives and, when appropriate, the creditworthiness of the counterparties.

The following table presents the fair value measurements of assets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2015 and December 31, 2014.

Fair Value Measurements Using:

($ in thousands) Available-for-Sale Securities:	Fair Values at 3/31/2015			(Level 1)		(Level 2)			(Level 3)

U.S. Treasury and Government Agencies	$	15,071		$	-	$	15,071		$	-
Mortgage-backed securities		59,827			-		59,827			-
State and political subdivisions		19,135			-		19,135			-
Equity securities		23					23
Interest rate contracts - assets		502					502
Interest rate contracts - liabilities		(502	)				(502	)

Fair Value Measurements Using:

($ in thousands) Available-for-Sale Securities:	Fair Values at 12/31/2014			(Level 1)		(Level 2)			(Level 3)

U.S. Treasury and Government Agencies	$	15,307		$	-	$	15,307		$	-
Mortgage-backed securities		50,740			-		50,740			-
State and political subdivisions		19,170			-		19,170			-
Equity securities		23					23
Interest rate contracts - assets		273					273
Interest rate contracts - liabilities		(273	)				(273	)

Level 1 – Quoted Prices in Active Markets for Identical Assets

Level 2 – Significant Other Observable Inputs

Level 3 – Significant Unobservable Inputs

The following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

Collateral-dependent Impaired Loans, NET of ALLL

Loans for which it is probable the Company will not collect all principal and interest due according to contractual terms are measured for impairment. The estimated fair value of collateral-dependent impaired loans is based on the appraised value of the collateral, less estimated cost to sell. Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy. This method requires obtaining an independent appraisal of the collateral, which is reviewed for accuracy and consistency by Credit Administration. These appraisers are selected from the list of approved appraisers maintained by management. The appraised values are reduced by applying a discount factor to the value based on the Company’s loan review policy. All impaired loans held by the Company were collateral dependent at March 31, 2015 and December 31, 2014.

Mortgage Servicing Rights

Mortgage servicing rights do not trade in an active, open market with readily observable prices. Accordingly, fair value is estimated using discounted cash flow models associated with the servicing rights and discounting the cash flows using discount market rates, prepayment speeds and default rates. The servicing portfolio has been valued using all relevant positive and negative cash flows including servicing fees; miscellaneous income and float; marginal costs of servicing; the cost of carry of advances; and foreclosure losses; and applying certain prevailing assumptions used in the marketplace. Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the hierarchy. These mortgage servicing rights are tested for impairment on a quarterly basis.

Foreclosed Assets Held For Sale

The following table presents the fair value measurements of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fell at March 31, 2015 and December 31, 2014:

Fair Value Measurements Using:

($ in thousands) Description	Fair Values at 3/31/2015		(Level 1)		(Level 2)		(Level 3)
Impaired loans	$	1,551	$	-	$	-	$	1,551
Mortgage Servicing Rights		2,841		-		-		2,841

Fair Value Measurements Using:

($ in thousands) Description	Fair Values at 12/31/2014		(Level 1)		(Level 2)		(Level 3)
Impaired loans	$	2,538	$	-	$	-	$	2,538
Mortgage Servicing Rights		3,037		-		-		3,037

Unobservable (Level 3) Inputs

The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements.

Fair Value at

Valuation

Range (Weighted

($'s in thousands)

3/31/2015

Technique

Unobservable Inputs

Average)

Collateral-dependent impaired loans

1,551

Market comparable

Comparability adjustments (%)

Not available

properties

Mortgage servicing rights

2,841

Discounted cash flow

Discount Rate

9.50

Constant prepayment rate

10.70

P&I earnings credit

0.17

T&I earnings credit

1.63

Inflation for cost of servicing

1.50

Fair Value at

Valuation

Range (Weighted

($'s in thousands)

12/31/2014

Technique

Unobservable Inputs

Average)

Collateral-dependent impaired loans

2,538

Market comparable

Comparability adjustments (%)

Not available

properties

Mortgage servicing rights

3,037

Discounted cash flow

Discount Rate

9.50

Constant prepayment rate

10.30

P&I earnings credit

0.17

T&I earnings credit

1.75

Inflation for cost of servicing

1.50

There were no changes in the inputs or methodologies used to determine fair value at March 31, 2015 as compared to December 31, 2014.

The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value.

Cash and Due From Banks, Federal Reserve and Federal Home Loan Bank Stock and Accrued Interest Receivable and Payable

The carrying amount approximates the fair value.

Loans Held for Sale

The fair value of loans held for sale is based upon quoted market prices, where available, or is determined by discounting estimated cash flows using interest rates approximating the Company’s current origination rates for similar loans and adjusted to reflect the inherent credit risk.

Loans

The estimated fair value for loans receivable is based on estimates of the rate State Bank would charge for similar loans at March 31, 2015 and December 31, 2014, applied for the time period until the loans are assumed to re-price or be paid.

Mortgage Servicing Rights

Mortgage servicing rights do not trade in an active, open market with readily observable prices. Accordingly, fair value is estimated using discounted cash flow models associated with the servicing rights and discounting the cash flows using discount market rates, prepayment speeds and default rates. The servicing portfolio has been valued using all relevant positive and negative cash flows including servicing fees, miscellaneous income and float; marginal costs of servicing; the cost of carry of advances; and foreclosure losses; and applying certain prevailing assumptions used in the marketplace. Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the hierarchy. These mortgage servicing rights are tested for impairment on a quarterly basis.

Deposits, FHLB advances & Repurchase agreements

Deposits include demand deposits, savings accounts, NOW accounts and certain money market deposits. The carrying amount approximates the fair value. The estimated fair value for fixed-maturity time deposits, as well as borrowings, is based on estimates of the rate State Bank could pay on similar instruments with similar terms and maturities at March 31, 2015 and December 31, 2014.

Loan Commitments

The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. The estimated fair values for other financial instruments and off-balance-sheet loan commitments approximate cost at March 31, 2015 and December 31, 2014 and are not considered significant to this presentation.

Trust Preferred Securities

The fair value for Trust Preferred Securities is estimated by discounting the cash flows using an appropriate discount rate.

The following table presents estimated fair values of the Company’s other financial instruments carried at other than fair value. The fair values of certain of these instruments were calculated by discounting expected cash flows, which involves significant judgments by management and uncertainties. Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Because no market exists for certain of these financial instruments, and because management does not intend to sell these financial instruments, the Company does not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate.

	March 31, 2015
	Carrying		Fair Value Measurements Using
	Amount		(Level 1)		(Level 2)		(Level 3)

Financial assets
Cash and cash equivalents	$	49,765	$	49,765	$	-	$	-
Loans held for sale		8,667		-		8,869		-
Loans, net of allowance for loan losses		504,954		-		-		506,021
Federal Reserve and FHLB Bank stock		3,748		-		3,748		-
Mortgage Servicing Rights		5,860		-		-		6,451
Accrued interest receivable		1,554		-		1,554		-

Financial liabilities
Deposits	$	578,283	$	96,638	$	483,981	$	-
FHLB Advances		30,000		-		30,099		-
Short-term borrowings		14,648		-		14,648		-
Trust preferred securities		10,310		-		7,514		-
Accrued interest payable		334		-		334		-

	December 31, 2014
	Carrying		Fair Value Measurements Using
	Amount		(Level 1)		(Level 2)		(Level 3)

Financial assets
Cash and due from banks	$	28,197	$	28,197	$	-	$	-
Loans held for sale		5,168		-		5,315		-
Loans, net of allowance for loan losses		509,565		-		-		510,314
Federal Reserve and FHLB Bank stock, at cost		3,748		-		3,748		-
Mortgage Servicing Rights		5,704		-		-		6,358
Accrued interest receivable		1,346		-		1,346		-

Financial liabilities
Deposits	$	550,906	$	97,853	$	455,383	$	-
FHLB advances		30,000		-		29,907		-
Short-term borrowings		12,740		-		12,740		-
Trust preferred securities		10,310		-		7,206		-
Accrued interest payable		264		-		264		-

NOTE 7 – PREFERRED CAPITAL OFFERING

On December 23, 2014, the Company completed its public offering of 1,500,000 depository shares, each representing a 1/100^thownership interest in a 6.50 percent Noncumulative Convertible Preferred Share, Series A, of the Company with a liquidation preference of $1,000 per share (equivalent to $10.00 per depository shares). The Company sold the maximum of 1,500,000 depository shares in the offering, resulting in gross proceeds to the Company of $15,000,000. Net proceeds to the Company after all expenses related to the offering were $13,983,000.

Each Series A Preferred Share, at the option of the holder, is convertible at any time into the number of common shares equal to $1,000.00 divided by the conversion price then in effect, which at March 31, 2015, was $10.34. On or after the fifth anniversary of the issue date of the Series A Preferred Shares (December 23, 2019), the Company may require all holders of Series A Preferred Shares (and, therefore, depository shares) to convert their shares into common shares of the Company, provided the Company’s common share price exceeds 120 percent of the conversion price noted above. The conversion price will be impacted by the quarterly dividend paid on the common shares. At March 31, 2015, the aggregate number of common shares issuable upon the conversion of outstanding Series A Preferred Shares was 1,450,677.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Information

This Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains certain forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. Examples of forward-looking statements include: (a) projections of income or expense, earnings per share, the payment or non-payment of dividends, capital structure and other financial items; (b) statements of plans and objectives of the Company or our management or Board of Directors, including those relating to products or services; (c) statements of future economic performance; (d) statements regarding future customer attraction or retention; and (e) statements of assumptions underlying such statements. Words such as “anticipates”, “believes”, “plans”, “intends”, “expects”, “projects”, “estimates”, “should”, “may”, “would be”, “will allow”, “will likely result”, “will continue”, “will remain”, or other similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying those statements. Forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation, risks and uncertainties inherent in the national and regional banking industry, changes in economic conditions in the market areas in which the Company and its subsidiaries operate, changes in policies by regulatory agencies, changes in accounting standards and policies, changes in tax laws, fluctuations in interest rates, demand for loans in the market areas in which the Company and its subsidiaries operate, increases in FDIC insurance premiums, changes in the competitive environment, losses of significant customers, geopolitical events and the loss of key personnel. Additional detailed information concerning a number of important factors which could cause actual results to differ materially from the forward-looking statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations is available in the Company’s filings with the Securities and Exchange Commission, including the risks identified under the heading “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Except as may be required by law, the Company undertakes no obligation to update any forward-looking statement to reflect unanticipated events or circumstances after the date on which the statement is made.

Overview of SB Financial

SB Financial Group, Inc. (“SB Financial” or the “Company”) is a bank holding company registered with the Federal Reserve Board. SB Financial’s wholly-owned subsidiary, The State Bank and Trust Company (“State Bank”), is an Ohio-chartered bank engaged in commercial banking. SB Financial’s technology subsidiary, Rurbanc Data Services, Inc. dba RDSI Banking Systems (“RDSI”), provides item processing services to community banks and businesses.

Rurban Statutory Trust II (“RST II”) was established in August 2005. In September 2005, RST II completed a pooled private offering of 10,000 Trust Preferred Securities with a liquidation amount of $1,000 per security. The proceeds of the offering were loaned to the Company in exchange for junior subordinated debentures of the Company with terms substantially similar to the Trust Preferred Securities. The sole assets of RST II are the junior subordinated debentures, and the back-up obligations, in the aggregate, constitute a full and unconditional guarantee by the Company of the obligations of RST II.

RFCBC, Inc. (“RFCBC”) is an Ohio corporation and wholly-owned subsidiary of the Company that was incorporated in August 2004. RFCBC operates as a loan subsidiary in servicing and working out problem loans.

State Bank Insurance, LLC (“SBI”) is an Ohio corporation and a wholly-owned subsidiary of State Bank that was incorporated in June of 2010. SBI is an insurance company that engages in the sale of insurance products to retail and commercial customers of State Bank.

Unless the context indicates otherwise, all references herein to “we”, “us”, “our”, or the “Company” refer to SB Financial Group, Inc. and its consolidated subsidiaries.

Recent Regulatory Developments

Consumer Financial Protection Bureau

The Dodd-Frank Act was enacted into law on July 21, 2010. The Dodd-Frank Act is significantly changing the regulation of financial institutions and the financial services industry. Among the provisions already implemented pursuant to the Dodd-Frank Act, the following provisions have or may have an effect on the business of the Company and its subsidiaries:

	●	the CFPB has been formed with broad powers to adopt and enforce consumer protection regulations;

	●	the federal law prohibiting the payment of interest on commercial demand deposit accounts was eliminated effective July 21, 2011;

	●	the standard maximum amount of deposit insurance per customer was permanently increased to $250,000;

	●	the assessment base for determining deposit insurance premiums has been expanded from domestic deposits to average assets minus average tangible equity;

	●	public companies in all industries are required to provide shareholders the opportunity to cast a non-binding advisory vote on executive compensation;

	●	new capital regulations for bank holding companies have been adopted, which impose stricter requirements, and any new trust preferred securities issued after May 19, 2010 will no longer constitute Tier I capital; and

	●	new corporate governance requirements applicable generally to all public companies in all industries require new compensation practices and disclosure requirements, including requiring companies to “claw back” incentive compensation under certain circumstances, to consider the independence of compensation advisors and to make additional disclosures in proxy statements with respect to compensation matters.

Many provisions of the Dodd-Frank Act have not yet been fully implemented and will require interpretation and rule making by federal regulators. As a result, the ultimate effect of the Dodd-Frank Act on the Company cannot yet be determined. However, it is likely that the implementation of these provisions will increase compliance costs and fees paid to regulators, along with possibly restricting the operations of the Company and its subsidiaries.

The Volcker Rule

In December 2013, five federal agencies adopted a final regulation implementing the Volcker Rule provision of the Dodd-Frank Act (the “Volcker Rule”). The Volcker Rule places limits on the trading activity of insured depository institutions and entities affiliated with a depository institution, subject to certain exceptions. The trading activity includes a purchase or sale as principal of a security, derivative, commodity future or option on any such instrument in order to benefit from short-term price movements or to realize short-term profits. The Volcker Rule exempts specified U.S. Government, agency and/or municipal obligations, and it exempts trading conducted in certain capacities, including as a broker or other agent, through a deferred compensation or pension plan, as a fiduciary on behalf of customers, to satisfy a debt previously contracted, repurchase and securities lending agreements and risk-mitigating hedging activities.

The Volcker Rule also prohibits a banking entity from having an ownership interest in, or certain relationships with, a hedge fund or private equity fund, with a number of exceptions. The Company does not engage in any of the trading activities or have any ownership interest in or relationship with any of the types of funds regulated by the Volcker Rule.

Executive and Incentive Compensation

In June 2010, the Federal Reserve Board, the OCC and the FDIC issued joint interagency guidance on incentive compensation policies (the “Joint Guidance”) intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. This principles-based guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (a) provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks, (b) be compatible with effective internal controls and risk management and (c) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.

Pursuant to the Joint Guidance, the Federal Reserve Board will review as part of a regular, risk-focused examination process, the incentive compensation arrangements of financial institutions such as the Company. Such reviews will be tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination and deficiencies will be incorporated into the institution’s supervisory ratings, which can affect the institution’s ability to make acquisitions and take other actions. Enforcement actions may be taken against an institution if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the organization’s safety and soundness and prompt and effective measures are not being taken to correct the deficiencies.

On February 7, 2011, federal banking regulatory agencies jointly issued proposed rules on incentive-based compensation arrangements under applicable provisions of the Dodd-Frank Act (the “Proposed Rules”). The Proposed Rules generally apply to financial institutions with $1.0 billion or more in assets that maintain incentive-based compensation arrangements for certain covered employees. The Proposed Rules (i) prohibit covered financial institutions from maintaining incentive-based compensation arrangements that encourage covered persons to expose the institution to inappropriate risk by providing the covered person with “excessive” compensation; (ii) prohibit covered financial institutions from establishing or maintaining incentive-based compensation arrangements for covered persons that encourage inappropriate risks that could lead to a material financial loss, (iii) require covered financial institutions to maintain policies and procedures appropriate to their size, complexity and use of incentive-based compensation to help ensure compliance with the Proposed Rules and (iv) require covered financial institutions to provide enhanced disclosure to regulators regarding their incentive-based compensation arrangements for covered person within 90 days following the end of the fiscal year.

Pursuant to rules adopted by the stock exchanges and approved by the SEC in January 2013 under the Dodd-Frank Act, public companies are required to implement “clawback” procedures for incentive compensation payments and to disclose the details of the procedures which allow recovery of incentive compensation that was paid on the basis of erroneous financial information necessitating a restatement due to material noncompliance with financial reporting requirements. This clawback policy is intended to apply to compensation paid within a three-year look-back window of the restatement and would cover all executives who received incentive awards. Public company compensation committee members are also required to meet heightened independence requirements and to consider the independence of compensation consultants, legal counsel and other advisors to the compensation committee. The compensation committees must have the authority to hire advisors and to have the company fund reasonable compensation of such advisors.

Effect of Environmental Regulation

Compliance with federal, state and local provisions regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, has not had a material effect upon the capital expenditures, earnings or competitive position of the Company and its subsidiaries. The Company believes that the nature of the operations of its subsidiaries has little, if any, environmental impact. The Company, therefore, anticipates no material capital expenditures for environmental control facilities for its current fiscal year or for the foreseeable future. The Company’s subsidiaries may be required to make capital expenditures for environmental control facilities related to properties which they may acquire through foreclosure proceedings in the future; however, the amount of such capital expenditures, if any, is not currently determinable.

Regulatory Capital

The FRB has adopted risk-based capital guidelines for bank holding companies and for state member banks, such as State Bank. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning assets and off-balance-sheet items to broad risk categories. The minimum ratio of total capital to risk-weighted assets (including certain off-balance-sheet items, such as standby letters of credit) is 8%. Of that 8%, at least 4% must be comprised of common shareholders’ equity (including retained earnings but excluding treasury stock), non-cumulative perpetual preferred stock, a limited amount of cumulative perpetual preferred stock, and minority interests in equity accounts of consolidated subsidiaries, less goodwill and certain other intangible assets (“Tier 1 capital”). The remainder of total risk-based capital (“Tier 2 capital”) may consist, among other things, of certain amounts of mandatory convertible debt securities, subordinated debt, preferred stock not qualifying as Tier 1 capital, allowance for loan and lease losses and net unrealized gains, after applicable taxes, on available-for-sale equity securities with readily determinable fair values, all subject to limitations established by the guidelines. Under the guidelines, capital is compared to the relative risk related to the balance sheet. To derive the risk included in the balance sheet, one of four risk weights (0%, 20%, 50%, and 100%) is applied to different balance sheet and off-balance-sheet assets, primarily based on the relative credit risk of the counterparty. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

In July 2013, the FRB and the federal banking agencies published final rules that substantially amend the regulatory risk-based capital rules applicable to the Company and State Bank. These rules implement the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. “Basel III” refers to various documents released by the Basel Committee on Banking Supervision.

Effective January 1, 2015, State Bank and the Company became subject to new capital regulations (with some provisions transitioned into full effectiveness over two to four years). The new requirements create a new required ratio for common equity Tier 1 (“CET1”) capital, increases the leverage and Tier 1 capital ratios, changes the risk-weights of certain assets for purposes of the risk-based capital ratios, creates an additional capital conservation buffer over the required capital ratios and changes what qualifies as capital for purposes of meeting these various capital requirements. Beginning in 2016, failure to maintain the required capital conservation buffer will limit the ability of the Company to pay dividends, repurchase shares or pay discretionary bonuses.

When these new requirements become effective, certain of the minimum capital requirements for State Bank will change. The minimum leverage ratio of 4% of adjusted total assets and total capital ratio of 8% of risk-weighted assets remains the same; however, the Tier 1 capital ratio will increase from 4.0% to 6.5% of risk-weighted assets. In addition, the Company will have to meet the new minimum CET1 capital ratio of 4.5% of risk-weighted assets. CET1 consists generally of common stock, retained earnings and accumulated other comprehensive income (AOCI), subject to certain adjustments.

Mortgage servicing rights, certain deferred tax assets and investments in unconsolidated subsidiaries over designated percentages of common stock will be deducted from capital, subject to a two-year transition period. In addition, Tier 1 capital will include AOCI, which includes all unrealized gains and losses on available for sale debt and equity securities, subject to a two-year transition period. Because of its asset size, State Bank has the one-time option of deciding in the first quarter of 2015 whether to permanently opt-out of the inclusion of AOCI in its capital calculations. State Bank has decided to opt-out of this AOCI inclusion to reduce the impact of market volatility on its regulatory capital levels.

The new requirements also include changes in the risk-weights of certain assets to better reflect credit risk and other risk exposures. These include a 150% risk weight (up from 100%) for certain high volatility commercial real estate acquisition, development and construction loans and for non-residential mortgage loans that are 90 days past due or otherwise in nonaccrual status; a 20% (up from 0%) credit conversion factor for the unused portion of a commitment with an original maturity of one year or less; a 250% risk weight (up from 100%) for mortgage servicing and deferred tax assets that are not deducted from capital; and increased risk-weights (0% to 600%) for equity exposures.

In addition to the minimum CET1, Tier 1 and total capital ratios, State Bank will have to maintain a capital conservation buffer consisting of additional CET1 capital equal to 2.5% of risk-weighted assets above each of the required minimum capital levels in order to avoid limitations on paying dividends, engaging in share repurchases and paying certain discretionary bonuses. This new capital conservation buffer requirement is phased in beginning in January 2016 at 0.625% of risk-weighted assets and increasing each year until fully implemented in January 2019.

The FRB’s prompt corrective action standards will change when these new capital ratios become effective. Under the new standards, in order to be considered well-capitalized, State Bank will be required to have at least a CET1 ratio of 6.5% (new), a Tier 1 ratio of 8% (increased from 6%), a total capital ratio of 10% (unchanged) and a leverage ratio of 5% (unchanged) and not be subject to specified requirements to meet and maintain a specific capital ratio for a capital measure.

State Bank conducted a proforma analysis of the application of these new capital requirements as of March 31, 2015. Based on that analysis, State Bank determined that as of March 31, 2015 it has met all of the new requirements, including the full 2.5% capital conservation buffer, and would have remained well-capitalized if these new requirements had been in effect on that date.

Critical Accounting Policies

Note 1 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 describes the significant accounting policies used in the development and presentation of the Company’s financial statements. The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States and conform to general practices within the banking industry. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. The Company’s financial position and results of operations can be affected by these estimates and assumptions and are integral to the understanding of reported results. Critical accounting policies are those policies that management believes are the most important to the portrayal of the Company’s financial condition and results, and they require management to make estimates that are difficult, subjective, and/or complex.

Allowance for Loan Losses - The allowance for loan losses provides coverage for probable losses inherent in the Company’s loan portfolio. Management evaluates the adequacy of the allowance for loan losses each quarter based on changes, if any, in underwriting activities, loan portfolio composition (including product mix and geographic, industry or customer-specific concentrations), trends in loan performance, regulatory guidance and economic factors. This evaluation is inherently subjective, as it requires the use of significant management estimates. Many factors can affect management’s estimates of specific and expected losses, including volatility of default probabilities, rating migrations, loss severity and economic and political conditions. The allowance is increased through provisions charged to operating earnings and reduced by net charge-offs.

The Company determines the amount of the allowance based on relative risk characteristics of the loan portfolio. The allowance recorded for commercial loans is based on reviews of individual credit relationships and an analysis of the migration of commercial loans and actual loss experience. The allowance recorded for homogeneous consumer loans is based on an analysis of loan mix, risk characteristics of the portfolio, fraud loss and bankruptcy experiences, and historical losses, adjusted for current trends, for each homogeneous category or group of loans. The allowance for credit losses relating to impaired loans is based on the loan’s observable market price, the collateral for certain collateral-dependent loans, or the discounted cash flows using the loan’s effective interest rate.

Regardless of the extent of the Company’s analysis of customer performance, portfolio trends or risk management processes, certain inherent but undetected losses are probable within the loan portfolio. This is due to several factors, including inherent delays in obtaining information regarding a customer’s financial condition or changes in their unique business conditions, the subjective nature of individual loan evaluations, collateral assessments and the interpretation of economic trends. Volatility of economic or customer-specific conditions affecting the identification and estimation of losses for larger non-homogeneous credits and the sensitivity of assumptions utilized to establish allowances for homogenous groups of loans are also factors. The Company estimates a range of inherent losses related to the existence of these exposures. The estimates are based upon the Company’s evaluation of imprecise risk associated with the commercial and consumer allowance levels and the estimated impact of the current economic environment. To the extent that actual results differ from management’s estimates, additional loan loss provisions may be required that could adversely impact earnings for future periods.

Goodwill and Other Intangibles - The Company records all assets and liabilities acquired in purchase acquisitions, including goodwill and other intangibles, at fair value as required. Goodwill is subject, at a minimum, to annual tests for impairment. Other intangible assets are amortized over their estimated useful lives using straight-line or accelerated methods, and are subject to impairment if events or circumstances indicate a possible inability to realize the carrying amount. The initial goodwill and other intangibles recorded and subsequent impairment analysis requires management to make subjective judgments concerning estimates of how the acquired asset will perform in the future. Events and factors that may significantly affect the estimates include, among others, customer attrition, changes in revenue growth trends, specific industry conditions and changes in competition. A decrease in earnings resulting from these or other factors could lead to an impairment of goodwill that could adversely impact earnings for future periods.

Three Months Ended March 31, 2015 compared to Three Months Ended March 31, 2014

Net Income: Net income for the first quarter of 2015 was $1.5 million with net income available to common of $1.3 million, or $0.23 per diluted share, compared to net income of $1.0 million, or $0.20 per diluted share, for the first quarter of 2014. For the quarter, the Banking Group (consisting primarily of State Bank), had net income of $1.7 million, which is up 23.1 percent compared to the net income of $1.4 million from the year-ago third quarter. RDSI reported a net loss of $7 thousand for the quarter compared to a net loss of $68 thousand from the year-ago first quarter.

Provision for Loan Losses: The first quarter provision for loan losses was $0.35 million compared to $0.0 million for the year-ago quarter. Net charge-offs for the quarter were $0.29 million compared to $0.24 million for the year-ago quarter. Total delinquent loans ended the quarter at $6.8 million, which is up $3.8 million from the prior year due to two commercial real estate credits in the process of restructure.

Asset Quality Review – For the Period Ended ($’s in Thousands)	Mar. 31, 2015			Mar. 31, 2014
Net charge-offs	$	292		$	238
Nonaccruing loans		4,450			4,406
Accruing Trouble Debt Restructures		1,524			1,793
Nonaccruing and restructured loans		5,974			6,199
OREO / OAO		207			615
Nonperforming assets		6,181			6,814
Nonperforming assets/Total assets		0.86	%		1.05	%
Allowance for loan losses/Total loans		1.33	%		1.40	%
Allowance for loan losses/Nonperforming loans		114.3	%		108.5	%

Consolidated Revenue: Total revenue, consisting of net interest income and noninterest income, was $9.1 million for the first quarter of 2015, an increase of $1.7 million, or 23.7 percent, from the $7.4 million generated during the 2014 first quarter.

Net interest income was $5.53 million, which is up $0.71 million from the prior year first quarter’s $4.83 million. The Company’s earning assets increased $36.4 million, coupled with a 4 basis point increase in the yield on earning assets. The net interest margin for the first quarter of 2015 was 3.71 percent compared to 3.46 percent for the first quarter of 2014. Funding cost for interest bearing liabilities for the first quarter of 2015 were 0.49 percent compared to 0.74 percent for the prior year first quarter.

State Bank originated $75.0 million of mortgage loans for the first quarter of 2015 compared to $33.6 million for the first quarter of 2014. These first quarter 2015 originations and subsequent sales resulted in $1.4 million of gains, which compares to gains of $0.6 million for the first quarter of 2014. Net mortgage banking revenue was $1.5 million for the first quarter of 2015 compared to $0.8 million for the first quarter of 2014.

Noninterest income was $3.6 million for the 2015 first quarter, which is up $1.0 million from the prior year first quarter’s $2.6 million. In addition to the mortgage revenue detailed above, gains from sale of non mortgage loans was up $0.2 million and commercial swap fee, increased by $0.1 million.

Consolidated Noninterest Expense: Noninterest expense for the first quarter of 2015 was $6.6 million, which is up $0.6 million compared to $6.1 million in the prior-year first quarter. The increase in noninterest expenses compared to the prior year was the result of higher costs from commission expense related to mortgage and SBA originations. In addition, higher costs related to our new branch facility in Findlay were realized during the quarter.

Income Taxes: Income taxes for the first quarter of 2015 were $0.6 million compared to $0.3 million for the first quarter of 2014. This increase was driven by the increase in pretax income for the Company.

Changes in Financial Condition

Total assets at March 31, 2015 were $717.6 million, an increase of $33.3 million or 4.9 percent since 2014 year end. Total loans, net of unearned income, were $511.8 million as of March 31, 2015, down $4.6 million from year end, a decrease of 0.1 percent.

Total deposits at March 31, 2015 were $578.3 million, an increase of $27.4 million as compared to December 31, 2014 balances. Borrowed funds (consisting of FHLB advances, and REPOs) totaled $44.6 million at March 31, 2015. This is up from year end when borrowed funds totaled $42.7 million due to an increase in repurchase agreements of $14.6 million. Total equity for the Company of $77.1 million now stands at 10.7 percent of total assets, which is down from the December 31, 2014 level of 11.1 percent.

The allowance for loan loss of $6.8 million is up from the prior year by 1.5 percent. This increase combined with the loan growth of 6.2 percent has increased the allowance to loans to 1.33 percent. The 1.33 percent level is considered appropriate by management given the risk profile of the portfolio.

Capital Resources

As of March 31, 2015, based on the computations for the call report the Bank is classified as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain capital ratios as set forth in the table below. There are no conditions or events since March 31, 2015 that management believes have changed the Bank’s capital classification.

The Bank’s actual capital levels and ratios as of March 31, 2015 and December 31, 2014 are presented in the following table. Capital levels are presented for the Bank only as the Company is now exempt from quarterly reporting on capital levels at the holding company level ($’s in thousands):

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Procedures
	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of March 31, 2015
Tier I Capital to average assets	$	58,984		8.53	%	$	27,649		4.0	%	$	34,562		5.0	%
Tier I Common equity capital to risk-weighted assets		58,984		10.88	%		24,397		4.5	%		35,240		6.5	%
Tier I Capital to risk-weighted assets		58,984		10.88	%		32,529		6.0	%		43,373		8.0	%
Total Risk-based capital to risk-weighted assets		65,761		12.13	%		43,373		8.0	%		54,216		10.0	%

As of December 31, 2014
Tier I Capital to average assets		57,021		8.55	%		26,666		4.0	%		33,333		5.0	%
Tier I Capital to risk-weighted assets		57,021		10.73	%		21,253		4.0	%		31,879		6.0	%
Total Risk-based capital to risk-weighted assets		63,664		11.98	%		42,506		8.0	%		53,132		10.0	%

Effective January 1, 2015 new regulatory capital requirements, commonly referred to as “Basel III” were implemented and are reflected in the March 31, 2015 capital table above. Management opted out of the accumulated other comprehensive income treatment under the new requirements and, as such unrealized gains and losses from available-for-sale securities will continue to be excluded from Bank regulatory capital.

LIQUIDITY

Liquidity relates primarily to the Company’s ability to fund loan demand, meet deposit customers’ withdrawal requirements and provide for operating expenses. Assets used to satisfy these needs consist of cash and due from banks, federal funds sold, interest-earning deposits in other financial institutions, securities available-for-sale and loans held for sale. These assets are commonly referred to as liquid assets. Liquid assets were $152.5 million at March 31, 2015, compared to $118.6 million at December 31, 2014.

Liquidity risk arises from the possibility that the Company may not be able to meet the Company’s financial obligations and operating cash needs or may become overly reliant upon external funding sources. In order to manage this risk, the Board of Directors of the Company has established a Liquidity Policy that identifies primary sources of liquidity, establishes procedures for monitoring and measuring liquidity and quantifies minimum liquidity requirements. This policy designates the Asset/Liability Committee (“ALCO”) as the body responsible for meeting these objectives. The ALCO reviews liquidity regularly and evaluates significant changes in strategies that affect balance sheet or cash flow positions. Liquidity is centrally managed on a daily basis by the Company’s Chief Financial Officer and Asset Liability Manager.

The Company’s commercial real estate, first mortgage residential, agricultural and multi-family mortgage portfolio of $332.3 million at March 31, 2015 and $330.2 million at December 31, 2014, which can and has been used to collateralize borrowings, is an additional source of liquidity. Management believes the Company’s current liquidity level, without these borrowings, is sufficient to meet its liquidity needs. At March 31, 2015, all eligible commercial real estate, first mortgage residential and multi-family mortgage loans were pledged under an FHLB blanket lien.

The cash flow statements for the periods presented provide an indication of the Company’s sources and uses of cash, as well as an indication of the ability of the Company to maintain an adequate level of liquidity. A discussion of the cash flow statements for the three months ended March 31, 2015 and 2014 follows.

The Company experienced negative cash flows from operating activities for the three months ended March 31, 2015 and March 31, 2014. Net cash used in operating activities was $1.0 million for the three months ended March 31, 2015 and $3.0 million for the three months ended March 31, 2014. Highlights for the current year include $65.0 million in proceeds from the sale of loans, which is up $40.4 million from the prior year. Originations of loans held for sale was a use of cash of $66.5 million, which is also up from the prior year, by $39.5 million. For the three months ended March 31, 2015, there was a gain on sale of loans of $1.7 million, and depreciation and amortization of $0.2 million.

The Company experienced negative cash flows from investing activities for the three months ended March 31, 2015 and March 31, 2014. Net cash flows used in investing activities was $6.3 million for the three months ended March 31, 2015 and $9.2 million for the three months ended March 31, 2014. Highlights for the three months ended March 31, 2015 include $12.7 million in purchases of available-for-sale securities. These cash payments were offset by $4.2 million in proceeds from maturities and sales of securities, which is down $2.3 million from the prior three-month period. The Company experienced a $4.2 million decrease in loans, which is down $9.2 million from the prior year three-month period.

The Company experienced positive cash flows from financing activities for the three months ended March 31, 2015 and March 31, 2014. Net cash flow provided by financing activities was $28.8 million for the three months ended March 31, 2015 and $13.9 million for the three months ended March 31, 2014. Highlights for the current period include a $23.9 million increase in transaction deposits for the three months ended March 31, 2015, which is up from the $18.1 million increase in transaction deposits for the three months ended March 31, 2014. Certificates of deposit increased by $3.4 million in the current year compared to a decline of $3.7 million for the prior year.

ALCO uses an economic value of equity (“EVE”) analysis to measure risk in the balance sheet incorporating all cash flows over the estimated remaining life of all balance sheet positions. The EVE analysis calculates the net present value of the Company’s assets and liabilities in rate shock environments that range from -400 basis points to +400 basis points. The likelihood of a decrease in rates as of March 31, 2015 and December 31, 2014 was considered unlikely given the current interest rate environment and therefore, only the minus 100 basis point rate change was included in this analysis. The results of this analysis are reflected in the following tables for March 31, 2015 and December 31, 2014.

March 31, 2015 Economic Value of Equity ($’s in thousands)
Change in Rates	$ Amount		$ Change			% Change
+400 basis points	$	131,701	$	21,502			19.51	%
+300 basis points		127,912		17,713			16.07
+200 basis points		123,973		13,174			11.95
+100 basis points		117,555		7,356			6.68
Base Case		110,199		-			-
-100 basis points		101,747		(8,452	)		(7.67	)

December 31, 2014 Economic Value of Equity ($’s in thousands)
Change in Rates	$ Amount		$ Change			% Change
+400 basis points	$	128,975	$	18,443			16.69	%
+300 basis points		126,167		15,635			14.14
+200 basis points		122,675		12,142			10.99
+100 basis points		117,985		7,453			6.74
Base Case		110,532		-			-
-100 basis points		105,296		(5,236	)		(4.74	)

Off-Balance-Sheet Borrowing Arrangements:

Significant additional off-balance-sheet liquidity is available in the form of FHLB advances and unused federal funds lines from correspondent banks. Management expects the risk of changes in off-balance-sheet arrangements to be immaterial to earnings.

The Company’s commercial real estate, first mortgage residential, agricultural and multi-family mortgage portfolios in the aggregate amount of $332.3 million have been pledged to meet FHLB collateralization requirements as of March 31, 2015. Based on the current collateralization requirements of the FHLB, the Company had approximately $30.8 million of additional borrowing capacity at March 31, 2015. The Company also had $17.1 million in unpledged securities that may be used to pledge for additional borrowings.

At March 31, 2015, the Company had unused federal funds lines totaling $14.0 million, with a zero balance outstanding.

The Company’s contractual obligations as of March 31, 2015 were comprised of long-term debt obligations, other debt obligations, operating lease obligations and other long-term liabilities. Long-term debt obligations are comprised of FHLB Advances of $30.0 million, and Trust Preferred Securities of $10.3 million. The operating lease obligations consist of a lease on the DCM-Lansing facility of $105 thousand per year. Total time deposits at March 31, 2015 were $166.7 million, of which $97.6 million matures beyond one year.

Also, as of March 31, 2015, the Company had commitments to sell mortgage loans totaling $30.0 million. The Company believes that it has adequate resources to fund commitments as they arise and that it can adjust the rate on savings certificates to retain deposits in changing interest rate environments. If the Company requires funds beyond its internal funding capabilities, advances from the FHLB of Cincinnati and other financial institutions are available.

ASSET LIABILITY MANAGEMENT

Asset liability management involves developing, executing and monitoring strategies to maintain appropriate liquidity, maximize net interest income and minimize the impact that significant fluctuations in market interest rates would have on current and future earnings. The business of the Company and the composition of its balance sheet consist of investments in interest-earning assets (primarily loans, mortgage-backed securities, and securities available for sale) which are primarily funded by interest-bearing liabilities (deposits and borrowings). With the exception of specific loans which are originated and held for sale, all of the financial instruments of the Company are for other than trading purposes. All of the Company’s transactions are denominated in U.S. dollars with no specific foreign exchange exposure. In addition, the Company has limited exposure to commodity prices related to agricultural loans. The impact of changes in foreign exchange rates and commodity prices on interest rates are assumed to be insignificant. The Company’s financial instruments have varying levels of sensitivity to changes in market interest rates resulting in market risk. Interest rate risk is the Company’s primary market risk exposure; to a lesser extent, liquidity risk also impacts market risk exposure.

Interest rate risk is the exposure of a banking institution’s financial condition to adverse movements in interest rates. Accepting this risk can be an important source of profitability and shareholder value; however, excessive levels of interest rate risk could pose a significant threat to the Company’s earnings and capital base. Accordingly, effective risk management that maintains interest rate risks at prudent levels is essential to the Company’s safety and soundness.

Evaluating a financial institution’s exposure to changes in interest rates includes assessing both the adequacy of the management process used to control interest rate risk and the organization’s quantitative level of exposure. When assessing the interest rate risk management process, the Company seeks to ensure that appropriate policies, procedures, management information systems and internal controls are in place to maintain interest rate risks at prudent levels of consistency and continuity. Evaluating the quantitative level of interest rate risk exposure requires the Company to assess the existing and potential future effects of changes in interest rates on its consolidated financial condition, including capital adequacy, earnings, liquidity and asset quality (when appropriate).

The Federal Reserve Board together with the Office of the Comptroller of the Currency and the Federal Deposit Insurance Company adopted a Joint Agency Policy Statement on interest rate risk effective June 26, 1996. The policy statement provides guidance to examiners and bankers on sound practices for managing interest rate risk, which will form the basis for ongoing evaluation of the adequacy of interest rate risk management at supervised institutions. The policy statement also outlines fundamental elements of sound management that have been identified in prior Federal Reserve guidance and discusses the importance of these elements in the context of managing interest rate risk. Specifically, the guidance emphasizes the need for active board of director and senior management oversight and a comprehensive risk management process that effectively identifies, measures and controls interest rate risk.

Financial institutions derive their income primarily from the excess of interest collected over interest paid. The rates of interest an institution earns on its assets and owes on its liabilities generally are established contractually for a period of time. Since market interest rates change over time, an institution is exposed to lower profit margins (or losses) if it cannot adapt to interest rate changes. For example, assume that an institution’s assets carry intermediate or long-term fixed rates and that those assets are funded with short-term liabilities. If market interest rates rise by the time the short-term liabilities must be refinanced, the increase in the institution’s interest expense on its liabilities may not be sufficiently offset if assets continue to earn at the long-term fixed rates. Accordingly, an institution’s profits could decrease on existing assets because the institution will either have lower net interest income or possibly, net interest expense. Similar risks exist when assets are subject to contractual interest rate ceilings, or rate-sensitive assets are funded by longer-term, fixed-rate liabilities in a declining rate environment.

There are several ways an institution can manage interest rate risk including: 1) matching repricing periods for new assets and liabilities, for example, by shortening or lengthening terms of new loans, investments, or liabilities; 2) selling existing assets or repaying certain liabilities; and 3) hedging existing assets, liabilities, or anticipated transactions. An institution might also invest in more complex financial instruments intended to hedge or otherwise change interest rate risk. Interest rate swaps, futures contracts, options on futures contracts, and other such derivative financial instruments can be used for this purpose. Because these instruments are sensitive to interest rate changes, they require management’s expertise to be effective. The Company does not currently utilize any derivative financial instruments to manage interest rate risk. As market conditions warrant, the Company may implement various interest rate risk management strategies, including the use of derivative financial instruments.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Management believes there has been no material change in the Company’s market risk from the information contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2014.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

With the participation of the President and Chief Executive Officer (the principal executive officer) and the Executive Vice President and Chief Financial Officer (the principal financial officer) of the Company, the Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the quarterly period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Company’s President and Chief Executive Officer and the Company’s Executive Vice President and Chief Financial Officer have concluded that:

●

information required to be disclosed by the Company in this Quarterly Report on Form 10-Q and other reports which the Company files or submits under the Exchange Act would be accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure;

●	information required to be disclosed by the Company in this Quarterly Report on Form 10-Q and other reports which the Company files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and

●	the Company’s disclosure controls and procedures were effective as of the end of the quarterly period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the Company’s fiscal quarter ended March 31, 2015, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of our business, the Company and its subsidiaries are parties to various legal actions which we believe are incidental to the operation of our business. Although the ultimate outcome and amount of liability, if any, with respect to these legal actions cannot presently be ascertained with certainty, in the opinion of management, based upon information currently available to us, any resulting liability is not likely to have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.

Item 1A. Risk Factors

There are certain risks and uncertainties in our business that could cause our actual results to differ materially from those anticipated. A detailed discussion of our risk factors is included in “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. There have been no material changes to the risk factors as presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)

Not Applicable

(b)

Not Applicable

(c)

Repurchases of Common Shares

The Company did not repurchase any of our common shares during the three months ended March 31, 2015.

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

Not applicable

Item 6. Exhibits

Exhibits

31.1	–	Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer)
31.2	–	Rule 13a-14(a)/15d-14(a) Certification (Principal Financial Officer)
32.1	–	Section 1350 Certification (Principal Executive Officer)
32.2	–	Section 1350 Certification (Principal Financial Officer)

SIGNATURES

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

	SB FINANCIAL GROUP, INC.

Date: May 13, 2015	By:	/s/ Mark A. Klein
		Mark A. Klein
		Chairman, President & Chief Executive Officer

	By:	/s/ Anthony v. Cosentino
		Anthony V. Cosentino
		Executive Vice President &
		Chief Financial Officer