SB FINANCIAL GROUP, INC. - Quarter Report: 2021 September (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 September 30, 2021

☐ 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

incorporation or organization)

(I.R.S. Employer
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.)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, No Par Value 6,956,333 Outstanding at November 5, 2021	SBFG	The NASDAQ Stock Market, LLC (NASDAQ Capital Market)
		The NASDAQ Stock Market, LLC (NASDAQ Capital Market)

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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

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

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

SB FINANCIAL GROUP, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	42

Signatures		43

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

SB Financial Group, Inc.

Condensed Consolidated Balance Sheets

($ in thousands)	September 2021			December 2020
	(unaudited)			(audited)
Assets
Cash and due from banks	$	138,015		$	140,690
Interest bearing time deposits		2,651			5,823
Available-for-sale securities		248,815			149,406
Loans held for sale		10,335			7,234
Loans, net of unearned income		846,548			872,723
Allowance for loan losses		(13,812	)		(12,574	)
Premises and equipment, net		23,874			23,557
Federal Reserve and Federal Home Loan Bank Stock, at cost		5,303			5,303
Foreclosed assets held for sale, net		1,601			23
Interest receivable		2,954			3,799
Goodwill		22,091			22,091
Cash value of life insurance		17,795			17,530
Mortgage servicing rights		11,194			7,759
Other assets		12,361			14,475
Total assets	$	1,329,725		$	1,257,839

Liabilities and shareholders’ equity
Liabilities
Deposits
Non interest bearing demand	$	258,857		$	251,649
Interest bearing demand		189,130			176,785
Savings		246,414			174,864
Money market		258,741			216,164
Time deposits		158,518			229,549
Total deposits		1,111,660			1,049,011

Short-term borrowings		20,771			20,189
Federal Home Loan Bank advances		5,500			8,000
Trust preferred securities		10,310			10,310
Subordinated debt net of issuance costs		19,534			-
Interest payable		576			616
Other liabilities		17,082			26,790
Total liabilities		1,185,433			1,114,916

Commitments & Contingent Liabilities		-			-

Shareholders’ Equity
Preferred stock, no par value;
authorized 200,000 shares; 2021 - 0 shares outstanding, 2020 - 0 shares outstanding		-			-
Common stock, no par value;
authorized 10,000,000 shares; 2021 - 8,180,712 shares issued, 2020 - 8,180,712 shares issued		54,463			54,463
Additional paid-in capital		14,875			14,845
Retained earnings		97,183			84,578
Accumulated other comprehensive income (loss)		(699	)		2,210
Treasury stock, at cost;
(2021 - 1,206,790 common shares, 2020 - 808,456 common shares)		(21,530	)		(13,173	)
Total shareholders’ equity		144,292			142,923
Total liabilities and shareholders’ equity	$	1,329,725		$	1,257,839

See notes to condensed consolidated financial statements (unaudited)

Note: The balance sheet at December 31, 2020 has been derived from the audited consolidated financial statements at that date.

SB Financial Group, Inc.

Condensed Consolidated Income Statement (unaudited)

($ in thousands, except per share data)	Three Months Ended					Nine Months Ended
	September 30,					September 30,
Interest Income	2021		2020			2021		2020
Loans
Taxable	$	9,948	$	10,179		$	29,070	$	29,919
Tax exempt		52		47			147		185
Securities
Taxable		939		494			2,417		1,696
Tax exempt		94		87			267		246
Total interest income		11,033		10,807			31,901		32,046

Interest Expense
Deposits		709		1,423			2,489		4,852
Repurchase agreements & other		12		12			35		60
Federal Home Loan Bank advance expense		40		59			147		251
Trust preferred securities expense		49		54			150		204
Subordinated debt expense		199		-			274		-
Total interest expense		1,009		1,548			3,095		5,367

Net Interest Income		10,024		9,259			28,806		26,679
Provision for loan losses		300		1,800			1,050		3,700

Net interest income after provision for loan losses		9,724		7,459			27,756		22,979

Noninterest Income
Wealth management fees		959		839			2,826		2,382
Customer service fees		812		730			2,390		2,079
Gain on sale of mortgage loans & OMSR		3,947		8,085			14,061		18,153
Mortgage loan servicing fees, net		155		(169	)		2,316		(4,101	)
Gain on sale of non-mortgage loans		52		119			114		330
Title insurance income		508		517			1,561		1,391
Gain (loss) on sale/disposal of assets		1		(52	)		1		(178	)
Other income		215		349			839		1,138
Total noninterest income		6,649		10,418			24,108		21,194

Noninterest Expense
Salaries and employee benefits		6,689		6,995			20,190		18,841
Net occupancy expense		714		736			2,202		2,109
Equipment expense		872		888			2,382		2,368
Data processing fees		671		586			1,858		2,422
Professional fees		817		695			2,155		2,676
Marketing expense		201		137			556		486
Telephone and communications		140		142			433		379
Postage and delivery expense		100		96			308		307
State, local and other taxes		286		331			887		847
Employee expense		186		155			500		432
Other expenses		580		574			1,770		1,536
Total noninterest expense		11,256		11,335			33,241		32,403

Income before income tax		5,117		6,542			18,623		11,770

Provision for income taxes		1,014		1,292			3,678		2,184
Net Income	$	4,103	$	5,250		$	14,945	$	9,586

Net income available to common shareholders	$	4,103	$	5,250		$	14,945	$	9,586

Basic earnings per common share	$	0.59	$	0.69		$	2.09	$	1.25

Diluted earnings per common share	$	0.58	$	0.69		$	2.08	$	1.25

Average common shares outstanding (in thousands):
Basic:		6,966		7,607			7,142		7,700
Diluted:		7,017		7,607			7,167		7,700

See notes to condensed consolidated financial statements (unaudited)

SB Financial Group, Inc.

Condensed Consolidated Statements of Comprehensive Income (unaudited)

	Three Months Ended						Nine Months Ended
	September			September			September			September
($ in thousands)	2021			2020			2021			2020

Net income	$	4,103		$	5,250		$	14,945		$	9,586
Other comprehensive income (loss), net of tax:
Net unrealized holding gain (loss) on securities available-for-sale		(1,517	)		(125	)		(3,682	)		1,977
Related income tax effect		319			26			773			(415	)
Other comprehensive income (loss), net of tax		(1,198	)		(99	)		(2,909	)		1,562
Total comprehensive income	$	2,905		$	5,151		$	12,036		$	11,148

See notes to condensed consolidated financial statements (unaudited)

SB Financial Group, Inc.

Condensed Consolidated Statements of Shareholders’ Equity (unaudited)

($ in thousands, except per share data)	Preferred Stock		Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total

January 1, 2021	$	-	$	54,463	$	14,845		$	84,578		$	2,210		$	(13,173	)	$	142,923
Net income									7,081									7,081
Other comprehensive loss												(2,667	)					(2,667	)
Dividends on common, $0.105 per share									(776	)								(776	)
Restricted stock vesting						(213	)								213			-
Repurchased stock (142,094 shares)															(2,718	)		(2,718	)
Stock based compensation expense						123												123
Balance, March 31, 2021	$	-	$	54,463	$	14,755		$	90,883		$	(457	)	$	(15,678	)	$	143,966
Net income									3,761									3,761
Other comprehensive income												956						956
Dividends on common, $0.11 per share									(793	)								(793	)
Repurchased stock (215,097 shares)															(4,024	)		(4,024	)
Stock based compensation expense						151												151
Balance, June 30, 2021	$	-	$	54,463	$	14,906		$	93,851		$	499		$	(19,702	)	$	144,017
Net income									4,103									4,103
Other comprehensive (loss)												(1,198	)					(1,198	)
Dividends on common, $0.11 per share									(771	)								(771	)
Restricted stock vesting						(131	)								131			-
Repurchased stock (106,911 shares)															(1,959	)		(1,959	)
Stock based compensation expense						100												100
Balance, September 30, 2021	$	-	$	54,463	$	14,875		$	97,183		$	(699	)	$	(21,530	)	$	144,292

($ in thousands, except per share data)	Preferred Stock		Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income			Treasury Stock			Total

January 1, 2020	$	-	$	54,463	$	15,023		$	72,704		$	659		$	(6,755	)	$	136,094
Net income									681									681
Other comprehensive income												1,390						1,390
Dividends on common, $0.095 per share									(744	)								(744	)
Restricted stock vesting						(225	)								225			-
Stock options exercised						(253	)								441			188
Repurchased stock (98,609 shares)															(1,814	)		(1,814	)
Stock based compensation expense						110												110
Balance, March 31, 2020	$	-	$	54,463	$	14,655		$	72,641		$	2,049		$	(7,903	)	$	135,905
Net income									3,655									3,655
Other comprehensive income												271						271
Dividends on common, $0.10 per share									(770	)								(770	)
Repurchased stock (90,762 shares)															(1,305	)		(1,305	)
Stock based compensation expense						125												125
Balance, June 30, 2020	$	-	$	54,463	$	14,780		$	75,526		$	2,320		$	(9,208	)	$	137,881
Net income									5,250									5,250
Other comprehensive loss												(99	)					(99	)
Dividends on common, $0.10 per share									(764	)								(764	)
Restricted stock vesting						(82	)								82			-
Repurchased stock (73,517 shares)															(1,005	)		(1,005	)
Stock based compensation expense						84												84
Balance, September 30, 2020	$	-	$	54,463	$	14,782		$	80,012		$	2,221		$	(10,131	)	$	141,347

See notes to condensed consolidated financial statements (unaudited)

SB Financial Group, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)

($ in thousands)	Nine Months Ended September 30,
	2021			2020
Operating Activities
Net Income	$	14,945		$	9,586
Items not requiring (providing) cash
Depreciation and amortization		1,562			1,440
Provision for loan losses		1,050			3,700
Expense of share-based compensation plan		374			319
Amortization of premiums and discounts on securities		860			415
Amortization of intangible assets		53			28
Amortization of originated mortgage servicing rights		3,078			3,479
Impairment (recovery) of mortgage servicing rights		(2,855	)		2,974
Proceeds from sale of loans held for sale		378,855			455,305
Originations of loans held for sale		(371,452	)		(447,575	)
Gain from sale of loans		(14,175	)		(18,483	)
Loss on sales of assets		1			177
Changes in
Interest receivable		845			(1,053	)
Other assets		2,924			(5,570	)
Interest payable & other liabilities		(10,055	)		627
Net cash provided by operating activities		6,010			5,369
Investing Activities
Purchases of available-for-sale securities		(138,525	)		(98,020	)
Proceeds from maturities of interest bearing time deposits		3,172			2,586
Proceeds from maturities of available-for-sale securities		34,574			71,578
Net change in loans		24,676			(44,814	)
Purchase of premises, equipment		(1,879	)		(1,586	)
Purchase of bank owned life insurance		(50	)		-
Purchase of Federal Reserve and Federal Home Loan Bank Stock		-			(538	)
Proceeds from sale of foreclosed assets		123			445
Acquisition, net of cash acquired		-			16,263
Net cash used in investing activities		(77,909	)		(54,086	)

Financing Activities
Net increase in demand deposits, money market, interest checking & savings accounts		133,680			139,626
Net decrease in time deposits		(71,031	)		(16,883	)
Net increase in short term borrowings		582			7,765
Repayment of Federal Home Loan Bank advances		(2,500	)		(8,000	)
Net proceeds from subordinated debt		19,534			-
Net proceeds from share-based compensation plans		-			188
Stock repurchase plan		(8,701	)		(4,124	)
Dividends on common shares		(2,340	)		(2,278	)
Net cash provided by financing activities		69,224			116,294
Increase (Decrease) in cash and cash equivalents		(2,675	)		67,577
Cash and cash equivalents, beginning of period		140,690			27,064
Cash and cash equivalents, end of period	$	138,015		$	94,641
Supplemental cash flow information
Interest paid	$	3,135		$	5,612
Income taxes paid	$	3,760		$	2,715
Supplemental non-cash disclosure
Transfer of loans to foreclosed assets	$	1,687		$	207
In conjunction with the Edon acquisition, liabilities assumed were:
Fair value of assets acquired	$	-		$	66,795
Cash paid in acquisition		-			(15,519	)
Liabilities assumed	$	-		$	51,276

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 financial holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, including The State Bank and Trust Company (“State Bank”), SBFG Title, LLC (“Title”), SB Captive, Inc. (“Captive”), RFCBC, Inc. (“RFCBC”), Rurbanc Data Services, Inc. dba RDSI Banking Systems (“RDSI”), and Rurban Statutory Trust II (“RST II”). RDSI is presently inactive and has had no material operations or employees since January 1, 2018. In addition, State Bank owns all of the outstanding stock of Rurban Mortgage Company (“RMC”), which is inactive, and State Bank Insurance, LLC (“SBI”).

In June 2020, the Company acquired Edon Bancorp and its subsidiary, The Edon State Bank Company of Edon, Ohio (collectively, “Edon”), which were merged with and into the Company and State Bank, respectively. This acquisition was completed effective June 5, 2020, and the acquisition resulted in an increase in goodwill, which is detailed in Note 8. The business combination summary is detailed in Note 3.

The consolidated financial statements include the accounts of the Company, State Bank, RFCBC, RDSI, RMC, SBT Title, SB Captive 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 and nine months ended September 30, 2021, are not necessarily indicative of results for the complete year.

The condensed consolidated balance sheet of the Company as of December 31, 2020 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, 2020.

New and applicable accounting pronouncements:

ASU No. 2020-01: Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323 and Topic 815

This guidance was issued in January 2020 to clarify that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments-Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The amendments also clarify that when determining the accounting for certain forward contracts and purchased options a company should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. The guidance is effective beginning after December 15, 2020. The impact of this new guidance did not have a material impact on the Company’s consolidated financial statements.

Accounting Standards not yet adopted:

ASU No. 2020-04: Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848)

This guidance provides temporary options to ease the potential burden in accounting for reference rate reform. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective as of March 12, 2020 through December 31, 2022. The Company anticipates being fully prepared to implement a replacement for the reference rate and has determined that any change will not have a material impact on the Company’s consolidated financial statements.

ASU No. 2016-13: Financial Instruments – Credit Losses (Topic 326)

This ASU, which is commonly known as “CECL,” replaces the current GAAP incurred impairment methodology regarding credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this update affect an entity to varying degrees depending on the credit quality of the assets held by the entity, their duration, and how the entity applies current GAAP.

The adoption of ASU 2016-13 is likely to result in an increase in the allowance for loan losses as a result of changing from an “incurred loss” model, which encompasses allowances for current known and inherent losses within the portfolio, to an “expected loss” model, which encompasses allowances for losses expected to be incurred over the life of the portfolio. Furthermore, ASU 2016-13 will necessitate that we establish an allowance for expected credit losses on debt securities.

In December 2018, the Office of the Comptroller of the Currency (“OCC”), the Federal Reserve Board, and the Federal Deposit Insurance Corporation (“FDIC”) approved a final rule to address changes to credit loss accounting under GAAP, including banking organizations’ implementation of CECL. The final rule provides banking organizations the option to phase in over a three-year period the day-one adverse effects on regulatory capital that may result from the adoption of the new accounting standard.

On November 15, 2019, the FASB delayed the effective date for certain small public companies and other private companies. As the Company is currently a smaller reporting company, the amendment delays the effective date of ASU No. 2016-13 to the Company’s fiscal year beginning January 1, 2023.

While we are currently unable to reasonably estimate the impact of adopting ASU 2016-13, we expect that the impact of adoption will be significantly influenced by the composition, characteristics and quality of our loan and securities portfolios as well as the prevailing economic conditions and forecasts as of the adoption date. The Company implemented a process to track required data by utilizing accounting software in preparation for compliance. We anticipate being fully prepared for implementation by January 1, 2023.

Reclassifications:

Certain reclassifications have been made to prior period financial statements to conform to the current financial statement presentation. These reclassifications had no effect on net income.

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. There were no anti-dilutive shares in 2021 or 2020. Participating securities in the table reflect dividends on unvested restricted shares. The average number of common shares used in the computation of basic and diluted earnings per share are set forth in the tables below:

	Three Months Ended Sep. 30,
($ and outstanding shares in thousands - except per share data)	2021		2020
Distributed earnings allocated to common shares	$	771	$	764
Undistributed (in excess of) earnings allocated to common shares		3,327		4,482

Net earnings allocated to common shares		4,098		5,246
Net earnings allocated to participating securities		5		4

Net Income allocated to common shares and participating securities	$	4,103	$	5,250

Weighted average shares outstanding for basic earnings per share		6,966		7,607
Dilutive effect of stock compensation		51		-

Weighted average shares outstanding for diluted earnings per share		7,017		7,607

Basic earnings per common share	$	0.59	$	0.69

Diluted earnings per common share	$	0.58	$	0.69

	Nine Months Ended Sep. 30,
($ and outstanding shares in thousands - except per share data)	2021		2020
Distributed earnings allocated to common shares	$	2,340	$	2,278
Undistributed earnings allocated to common shares		12,589		7,296

Net earnings allocated to common shares		14,929		9,574
Net earnings allocated to participating securities		16		12

Net Income allocated to common shares and participating securities	$	14,945	$	9,586

Weighted average shares outstanding for basic earnings per share		7,142		7,700
Dilutive effect of stock compensation		25		-

Weighted average shares outstanding for diluted earnings per share		7,167		7,700

Basic earnings per common share	$	2.09	$	1.25

Diluted earnings per common share	$	2.08	$	1.25

NOTE 3 – BUSINESS COMBINATION

Effective June 5, 2020, the Company acquired Edon Bancorp and its subsidiary, The Edon State Bank Company of Edon, Ohio (“Edon”). Edon was headquartered in Edon, Ohio and had one retail banking office. At the closing of the acquisition, Edon Bancorp was merged with and into the Company, with the Company surviving, and Edon was merged with and into State Bank, with State Bank surviving. Under the terms of the merger agreement, shareholders of Edon received fixed consideration of $103.50 in cash for each share of Edon common stock for total consideration of $15.5 million. The Company accounted for the transaction under the acquisition method of accounting, which means that the acquired assets and liabilities were recorded at fair value at the date of acquisition.

In accordance with ASC 805, the Company expensed approximately $1.2 million of direct acquisition costs during the three months ended September 30, 2020. The $1.2 million in merger expense is split between data processing and professional fees expense. As a result of the acquisition, the Company recorded $4.3 million of goodwill and $0.7 million of intangible assets in the second quarter of 2020. The Company was able to increase both its deposit and loan base and acquire new households in a new market. It is expected that this transaction will result in business synergies and economies of scale. The acquisition was consistent with the Company’s strategy to expand its presence in Northwest Ohio and to increase profitability by introducing existing products and services to the acquired customer base. The intangible assets are related to core deposits, which are being amortized over 10 years on a straight-line basis. For tax purposes, goodwill is non-deductible but will be evaluated annually for impairment.

The following table summarizes the fair value of the total consideration transferred as part of the acquisition as well as the fair value of identifiable assets and liabilities assumed as of the effective date of the Edon transaction based on assumptions that are subject to change as management continues to evaluate relevant information as it becomes available. The table includes any updates to assumptions determined within one year of the completion of the transaction.

The contractual principal of loans at the acquisition date was $16.3 million and the estimate of the contractual cash flows not expected to be collected was $0.4 million.

Fair value of assets acquired
Cash and cash equivalents	$	31,756
Interest bearing time deposits		11,542
Investment securities		1,362
Federal Home Loan Bank stock		117
Loans held for investment		16,395
Premises and equipment		446
Goodwill		4,325
Core deposit intangible		660
Other assets		192
Total assets acquired	$	66,795
Fair value of liabilities assumed

Deposits	$	51,053
Other liabilities		223
Total liabilities assumed		51,276

Total purchase price (cash)	$	15,519

Pro Forma Financial Information

The results of operations of Edon have been included in the Company’s consolidated financial statements since the acquisition date of June 5, 2020. The following schedule includes the pro forma results for the nine months ended September 30, 2021 and 2020, as if the Edon acquisition had occurred as of the beginning of the reporting periods presented. The acquisition would have increased revenue by approximately $0.5 million and reduced net income by $0.4 million for the nine months ended September 30, 2020.

Summary of Operations ($ in thousands)	Nine Months Ended
SB Financial Consolidated		Sep. 2021		Sep. 2020
Net interest income	$	28,806	$	27,178
Provision for loan losses		1,050		3,700
Net interest income after provision	$	27,756	$	23,478

Non interest income		24,108		21,237
Non interest expense		33,241		33,474
Income before income taxes	$	18,623	$	11,241
Income tax expense		3,678		2,073
Net income	$	14,945	$	9,168

Basic earnings per share	$	2.09	$	1.19
Diluted earnings per share	$	2.08	$	1.19

Income tax expense for Edon calculated using a 21% statutory rate

Note 4 – AVAILABLE FOR SALE Securities

The amortized cost and appropriate fair values, together with gross unrealized gains and losses, of securities at September 30, 2021 and December 31, 2020 were as follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized
($ in thousands)	Cost		Gains		Losses			Fair Value
September 30, 2021
U.S. Treasury and Government agencies	$	11,502	$	213	$	-		$	11,715
Mortgage-backed securities		216,539		965		(2,522	)		214,982
State and political subdivisions		13,409		513		(24	)		13,898
Other corporate securities		8,250		3		(33	)		8,220

Totals	$	249,700	$	1,694	$	(2,579	)	$	248,815

			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value
December 31, 2020
U.S. Treasury and Government agencies	$	6,541	$	323	$	-		$	6,864
Mortgage-backed securities		125,973		1,845		(57	)		127,761
State and political subdivisions		11,595		680		-			12,275
Other corporate securities		2,500		6		-			2,506

Totals	$	146,609	$	2,854	$	(57	)	$	149,406

The amortized cost and fair value of securities available for sale at September 30, 2021, 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.

	Amortized		Fair
($ in thousands)	Cost		Value

Within one year	$	3,416	$	3,172
Due after one year through five years		3,074		3,391
Due after five years through ten years		18,607		18,979
Due after ten years		8,064		8,291
		33,161		33,833
Mortgage-backed securities		216,539		214,982

Totals	$	249,700	$	248,815

The fair value of securities pledged as collateral, to secure public deposits and for other purposes, was $62.1 million at September 30, 2021 and $53.7 million at December 31, 2020. The fair value of securities delivered for repurchase agreements was $25.2 million at September 30, 2021 and $28.2 million at December 31, 2020.

There were no realized gains and losses from sales of available-for-sale securities for the three and nine months ended September 30, 2021 or September 30, 2020.

Certain investments in debt securities are reported in the consolidated financial statements at an amount less than their historical cost. Total fair value of these investments was $178.6 million at September 30, 2021, and $27.3 million at December 31, 2020, which was approximately 72 and 18 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 September 30, 2021 and December 31, 2020 are as follows:

($ in thousands)	Less than 12 Months					12 Months or Longer					Total
September 30, 2021	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses

U.S. Treasury and Government agencies	$	-	$	-		$	-	$	-		$	-	$	-
Mortgage-backed securities		162,287		(2,277	)		9,661		(245	)		171,948		(2,522	)
State and political subdivisions		2,668		(24	)		-		-			2,668		(24	)
Other corporate securities		3,967		(33	)		-		-			3,967		(33	)

Totals	$	168,922	$	(2,334	)	$	9,661	$	(245	)	$	178,583	$	(2,579	)

	Less than 12 Months					12 Months or Longer					Total
December 31, 2020	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses

U.S. Treasury and Government agencies	$	-	$	-		$	-	$	-		$	-	$	-
Mortgage-backed securities		26,582		(54	)		717		(3	)		27,299		(57	)
State and political subdivisions		-		-			-		-			-		-
Other corporate securities		-		-			-		-			-		-

Totals	$	26,582	$	(54	)	$	717	$	(3	)	$	27,299	$	(57	)

The total unrealized loss in the securities portfolio was $2.6 million as of September 30, 2021 compared to a $0.06 million unrealized loss at December 31, 2020. 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 its securities as of September 30, 2021.

NOTE 5 – 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 nonaccrual 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 nonaccrual 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 in 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 nonaccrual 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 September 30, 2021 and December 31, 2020 include:

	Total Loans						Nonaccrual Loans
($ in thousands)	September 2021			December 2020			September 2021		December 2020

Commercial & industrial	$	138,377		$	204,767		$	144	$	902
Commercial real estate - owner occupied		118,311			113,169			88		1,450
Commercial real estate - nonowner occupied		269,409			257,651			478		962
Agricultural		57,318			55,235			-		-
Residential real estate		207,675			182,165			2,056		2,704
Home equity line of credit (HELOC)		41,506			46,310			413		390
Consumer		14,154			14,847			9		18

Total loans	$	846,750		$	874,144		$	3,188	$	6,426

Net deferred costs (fees)	$	(202	)	$	(1,421	)

Total loans, net deferred costs (fees)	$	846,548		$	872,723

Allowance for loan losses	$	(13,812	)	$	(12,574	)

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

Commercial & Industrial and Agricultural

Commercial & industrial 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 (Owner and Nonowner Occupied)

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 Real Estate, HELOC 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. HELOCs 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 activity in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of September 30, 2021, December 31, 2020 and September 30, 2020.

($ in thousands)
For the Three Months Ended September 30, 2021	Commercial & industrial		Commercial real estate		Agricultural		Residential real estate		Consumer			Total

Beginning balance	$	1,718	$	6,672	$	494	$	3,425	$	997		$	13,306
Charge offs		-		-		-		-		(24	)		(24	)
Recoveries		227		-		-		-		3			230
Provision		6		81		88		98		27			300
Ending balance	$	1,951	$	6,753	$	582	$	3,523	$	1,003		$	13,812

For the Nine Months Ended September 30, 2021	Commercial & industrial			Commercial real estate		Agricultural		Residential real estate			Consumer			Total

Beginning balance	$	3,074		$	5,451	$	496	$	2,534		$	1,019		$	12,574
Charge offs		-			-		-		(43	)		(59	)		(102	)
Recoveries		227			-		-		49			14			290
Provision		(1,350	)		1,302		86		983			29			1,050
Ending balance	$	1,951		$	6,753	$	582	$	3,523		$	1,003		$	13,812

For the Three Months Ended September 30, 2020	Commercial & industrial		Commercial real estate		Agricultural		Residential real estate		Consumer			Total

Beginning balance	$	2,844	$	3,604	$	504	$	2,278	$	783		$	10,013
Charge offs		-		-		-		-		(32	)		(32	)
Recoveries		10		-		-		1		1			12
Provision		342		911		46		258		243			1,800
Ending balance	$	3,196	$	4,515	$	550	$	2,537	$	995		$	11,793

For the Nine Months Ended September 30, 2020	Commercial & industrial			Commercial real estate		Agricultural		Residential real estate			Consumer			Total

Beginning balance	$	1,883		$	3,602	$	434	$	2,203		$	633		$	8,755
Charge offs		(582	)		-		-		(37	)		(67	)		(686	)
Recoveries		15			-		-		3			6			24
Provision		1,880			913		116		368			423			3,700
Ending balance	$	3,196		$	4,515	$	550	$	2,537		$	995		$	11,793

Loans Receivable at September 30, 2021	Commercial & industrial		Commercial real estate		Agricultural		Residential real estate		Consumer		Total
Allowance:
Ending balance:
individually evaluated for impairment	$	-	$	10	$	-	$	79	$	4	$	93
Ending balance:
collectively evaluated for impairment	$	1,951	$	6,743	$	582	$	3,444	$	999	$	13,719

Totals	$	1,951	$	6,753	$	582	$	3,523	$	1,003	$	13,812

Loans:
Ending balance:
individually evaluated for impairment	$	119	$	363	$	-	$	2,046	$	149	$	2,677
Ending balance:
collectively evaluated for impairment	$	138,258	$	387,357	$	57,318	$	205,629	$	55,511	$	844,073

Totals	$	138,377	$	387,720	$	57,318	$	207,675	$	55,660	$	846,750

Loans Receivable at December 31, 2020	Commercial & industrial		Commercial real estate		Agricultural		Residential real estate		Consumer		Total
Allowance:
Ending balance:
individually evaluated for impairment	$	-	$	174	$	-	$	160	$	3	$	337
Ending balance:
collectively evaluated for impairment	$	3,074	$	5,277	$	496	$	2,374	$	1,016	$	12,237

Totals	$	3,074	$	5,451	$	496	$	2,534	$	1,019	$	12,574
Loans:
Ending balance:
individually evaluated for impairment	$	849	$	2,202	$	-	$	2,746	$	162	$	5,959
Ending balance:
collectively evaluated for impairment	$	203,918	$	368,618	$	55,235	$	179,419	$	60,995	$	868,185

Totals	$	204,767	$	370,820	$	55,235	$	182,165	$	61,157	$	874,144

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 $100,000 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 warranted. 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 credit risk profile of the Company’s loan portfolio based on rating category as of September 30, 2021 and December 31, 2020.

($ in thousands) September 30, 2021	Commercial & industrial		Commercial real estate - owner occupied		Commercial real estate - nonowner occupied		Agricultural		Residential real estate		HELOC		Consumer		Total

Pass (1 - 4)	$	137,396	$	115,159	$	263,416	$	57,318	$	204,899	$	41,094	$	14,138	$	833,420
Special Mention (5)		685		3,064		2,639		-		-		-		7		6,395
Substandard (6)		191		-		2,876		-		2,749		412		9		6,237
Doubtful (7)		105		88		478		-		27		-		-		698
Loss (8)		-		-		-		-		-		-		-		-
Total Loans	$	138,377	$	118,311	$	269,409	$	57,318	$	207,675	$	41,506	$	14,154	$	846,750

December 31, 2020	Commercial & industrial		Commercial real estate - owner occupied		Commercial real estate - nonowner occupied		Agricultural		Residential real estate		HELOC		Consumer		Total

Pass (1 - 4)	$	202,543	$	108,726	$	250,405	$	55,227	$	178,575	$	45,866	$	14,807	$	856,149
Special Mention (5)		1,485		2,993		3,338		-		-		-		14		7,830
Substandard (6)		151		-		3,026		8		3,560		444		26		7,215
Doubtful (7)		588		1,450		882		-		30		-		-		2,950
Loss (8)		-		-		-		-		-		-		-		-
Total Loans	$	204,767	$	113,169	$	257,651	$	55,235	$	182,165	$	46,310	$	14,847	$	874,144

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

The following tables present the Company’s loan portfolio aging analysis as of September 30, 2021 and December 31, 2020.

($ in thousands)	30-59 Days		60-89 Days		Greater Than 90 Days		Total Past				Total Loans
September 30, 2021	Past Due		Past Due		Past Due		Due		Current		Receivable

Commercial & industrial	$	58	$	23	$	96	$	177	$	138,200	$	138,377
Commercial real estate - owner occupied		-		-		88		88		118,223		118,311
Commercial real estate - nonowner occupied		77		37		209		323		269,086		269,409
Agricultural		-		-		-		-		57,318		57,318
Residential real estate		377		168		1,184		1,729		205,946		207,675
HELOC		256		108		179		543		40,963		41,506
Consumer		7		50		45		102		14,052		14,154
Total Loans	$	775	$	386	$	1,801	$	2,962	$	843,788	$	846,750

	30-59 Days		60-89 Days		Greater Than 90 Days		Total Past				Total Loans
December 31, 2020	Past Due		Past Due		Past Due		Due		Current		Receivable

Commercial & industrial	$	380	$	-	$	618	$	998	$	203,769	$	204,767
Commercial real estate - owner occupied		-		-		1,450		1,450		111,719		113,169
Commercial real estate - nonowner occupied		-		141		699		840		256,811		257,651
Agricultural		8		-		-		8		55,227		55,235
Residential real estate		12		1,393		1,212		2,617		179,548		182,165
HELOC		190		74		198		462		45,848		46,310
Consumer		123		42		20		185		14,662		14,847
Total Loans	$	713	$	1,650	$	4,197	$	6,560	$	867,584	$	874,144

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, forbearance or other actions intended to maximize collection.

The following tables present impaired loan information as of and for the three and nine months ended September 30, 2021 and 2020, and for the twelve months ended December 31, 2020:

($ in thousands) Nine Months Ended	Recorded			Unpaid Principal		Related		Average Recorded		Interest Income
September 30, 2021	Investment			Balance		Allowance		Investment		Recognized
With no related allowance recorded:
Commercial & industrial	$	119	$		204	$	-	$	217	$	2
Commercial real estate - owner occupied		88			88		-		88		-
Commercial real estate - nonowner occupied		232			232		-		359		22
Agricultural		-			-		-		-		-
Residential real estate		1,449			1,516		-		1,705		49
HELOC		6			6				9		-
Consumer		3			3		-		4		-
With a specific allowance recorded:
Commercial & industrial		-			-		-		-		-
Commercial real estate - owner occupied		-			-		-		-		-
Commercial real estate - nonowner occupied		173			173		10		173		-
Agricultural		-			-		-		-		-
Residential real estate		737			737		83		770		20
HELOC		-			-		-		-		-
Consumer		-			-		-		-		-
Totals:
Commercial & industrial	$	119		$	204	$	-	$	217	$	2
Commercial real estate - owner occupied	$	88		$	88	$	-	$	88	$	-
Commercial real estate - nonowner occupied	$	405		$	405	$	10	$	532	$	22
Agricultural	$	-		$	-	$	-	$	-	$	-
Residential real estate	$	2,186		$	2,253	$	83	$	2,475	$	69
HELOC	$	6		$	6	$	-	$	9	$	-
Consumer	$	3		$	3	$	-	$	4	$	-

Three Months Ended	Average Recorded		Interest Income
September 30, 2021	Investment		Recognized
($ in thousands)
With no related allowance recorded:
Commercial & industrial	$	216	$	1
Commercial real estate - owner occupied		88		-
Commercial real estate - nonowner occupied		356		7
Agricultural		-		-
Residential real estate		1,689		18
HELOC		7		-
Consumer		3		-
With a specific allowance recorded:
Commercial & industrial		-		-
Commercial real estate - owner occupied		-		-
Commercial real estate - nonowner occupied		173		-
Agricultural		-		-
Residential real estate		762		7
HELOC		-		-
Consumer		-		-
Totals:
Commercial & industrial	$	216	$	1
Commercial real estate - owner occupied	$	88	$	-
Commercial real estate - nonowner occupied	$	529	$	7
Agricultural	$	-	$	-
Residential real estate	$	2,451	$	25
HELOC	$	7	$	-
Consumer	$	3	$	-

($ in thousands)
Twelve Months Ended	Recorded		Unpaid Principal		Related		Average Recorded		Interest Income
December 31, 2020	Investment		Balance		Allowance		Investment		Recognized
With no related allowance recorded:
Commercial & industrial	$	849	$	1,645	$	-	$	1,878	$	50
Commercial real estate - owner occupied		1,441		1,441		-		1,573		11
Commercial real estate - nonowner occupied		182		182		-		258		14
Agricultural		-		-		-		-		-
Residential real estate		1,017		1,084		-		1,243		64
HELOC		89		89				98		4
Consumer		7		7		-		12		1
With a specific allowance recorded:
Commercial & industrial		-		-		-		-		-
Commercial real estate - owner occupied		-		-		-		-		-
Commercial real estate - nonowner occupied		579		579		174		579		3
Agricultural		-		-		-		-		-
Residential real estate		1,729		1,774		160		1,785		14
HELOC		66		66		3		83		6
Consumer		-		-		-		-		-
Totals:
Commercial & industrial	$	849	$	1,645	$	-	$	1,878	$	50
Commercial real estate - owner occupied	$	1,441	$	1,441	$	-	$	1,573	$	11
Commercial real estate - nonowner occupied	$	761	$	761	$	174	$	837	$	17
Agricultural	$	-	$	-	$	-	$	-	$	-
Residential real estate	$	2,746	$	2,858	$	160	$	3,028	$	78
HELOC	$	155	$	155	$	3	$	181	$	10
Consumer	$	7	$	7	$	-	$	12	$	1

	Nine Months Ended				Three Months Ended
September 30, 2020	Average Recorded		Interest Income		Average Recorded		Interest Income
($ in thousands)	Investment		Recognized		Investment		Recognized
With no related allowance recorded:
Commercial & industrial	$	1,886	$	34	$	1,860	$	10
Commercial real estate - owner occupied		1,362		-		1,362		-
Commercial real estate - nonowner occupied		1,051		14		1,051		6
Agricultural		-		-		-		-
Residential real estate		1,634		70		1,619		20
HELOC		64		3		60		1
Consumer		13		1		11		-
With a specific allowance recorded:
Commercial & industrial		249		-		249		-
Commercial real estate - owner occupied		-		-		-		-
Commercial real estate - nonowner occupied		-		-		-		-
Agricultural		-		-		-		-
Residential real estate		2,056		10		2,051		10
HELOC		84		4		82		1
Consumer		-		-		-		-
Totals:
Commercial & industrial	$	2,135	$	34	$	2,109	$	10
Commercial real estate - owner occupied	$	1,362	$	-	$	1,362	$	-
Commercial real estate - nonowner occupied	$	1,051	$	14	$	1,051	$	6
Agricultural	$	-	$	-	$	-	$	-
Residential real estate	$	3,690	$	80	$	3,670	$	30
HELOC	$	148	$	7	$	142	$	2
Consumer	$	13	$	1	$	11	$	-

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 by management. 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 Company had no new TDR activity in the three months ended September 30, 2021. The following table represents new TDR activity for the nine months ended September 30, 2021. During the three and nine months ended September 30, 2020, the Company had no new TDR activity.

($ in thousands)	Number of Loans		Pre-Modification Recorded Balance		Post Modification Recorded Balance

HELOC		2	$	42	$	42

Total modifications		2	$	42	$	42

	Interest Only		Term		Combination		Total Modification

HELOC	$	-	$	-	$	42	$	42

Total modifications	$	-	$	-	$	42	$	42

There were no TDRs modified during the past twelve months that have subsequently defaulted.

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which extends the duration of loan forbearance (deferral) agreements beyond the current three-month period before a loan is considered to be a TDR. As of September 30, 2021, the Company had no loans on COIVD-related deferral.

As of September 30, 2021, the Company had $1.6 million in commercial real estate in Foreclosed Assets Held For Sale. Foreclosed assets held for sale at December 31, 2020, was $.02 million.

NOTE 6 – ACCOUNTING FOR CERTAIN LOANS ACQUIRED IN A TRANSFER

The Company acquired loans in the acquisition of Edon effective June 5, 2020. None of the acquired loans had evidence of deterioration of credit quality since origination, and it was probable, at acquisition, that all contractually required payments would be collected.

The following table presents the carrying amount of the acquired loans included in the consolidated balance sheet as of September 30, 2021:

($ in thousands)	September 30, 2021
Commercial & industrial	$	1,068
Commercial real estate - owner occupied		-
Commercial real estate - nonowner occupied		362
Agricultural		7,579
Residential real estate		2,487
HELOC		-
Consumer		41

Total loans	$	11,537

Accretable yield, or income expected to be collected as of September 30, 2021 was $0.3 million.

NOTE 7 – MORTGAGE SERVICING RIGHTS

Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balance of mortgage loans serviced for others approximated $1.3 billion at September 30, 2021 and $1.3 billion at December 31, 2020. Contractually specified servicing fees of $0.9 million and $2.5 million were included in mortgage loan servicing fees in the consolidated income statement for the three months and nine months ended September 30, 2021, respectively. Servicing fees of $0.8 million and $2.4 million were included for the three and nine months ended September 30, 2020, respectively.

The following table summarizes mortgage servicing rights capitalized and related amortization, along with activity in the related valuation allowance:

	Three Months Ended September 30,						Nine Months Ended September 30,
($ in thousands)	2021			2020			2021			2020

Balance at beginning of period	$	10,678		$	8,168		$	7,759		$	11,017
Mortgage servicing rights capitalized during the period		1,211			1,349			3,658			3,971
Mortgage servicing rights amortization during the period		(943	)		(1,308	)		(3,078	)		(3,479	)
Net change in valuation allowance		248			326			2,855			(2,974	)
Balance at end of period	$	11,194		$	8,535		$	11,194		$	8,535

Valuation allowance:
Balance at beginning of period	$	2,285		$	4,606		$	4,892		$	1,306
Increase (decrease)		(248	)		(326	)		(2,855	)		2,974
Balance at end of period	$	2,037		$	4,280		$	2,037		$	4,280

NOTE 8 – GOODWILL

A summary of the activity in goodwill is presented below:

	Nine Months Ended September 30,
($ in thousands)	2021		2020

Beginning balance	$	22,091	$	17,792
Acquired goodwill		-		4,325
Measurement period adjustments		-		(26	)
Ending balance	$	22,091	$	22,091

Goodwill is not amortized but is evaluated for impairment annually, and on an interim basis if events or circumstances change that indicate an impairment may exist.

As of September 30, 2021 and December 31, 2020 the carrying amount of goodwill was $22.1 million. There have been no changes in the carrying amount of the goodwill for the three and nine months ended September 30, 2021 Goodwill is assessed for impairment annually as of December 31, or more frequently if events occur or circumstances change that indicate an impairment may exist. When assessing goodwill for impairment, first, a qualitative assessment can be made to determine whether it is more likely than not that the estimated fair value of a reporting unit is less than its estimated carrying value. If the results of the qualitative assessment are not conclusive, a quantitative goodwill test is performed. Alternatively, a quantitative goodwill test can be performed without performing a qualitative assessment.

Goodwill was assessed for impairment using a qualitative test performed as of September 30, 2021.. The results of the test indicated no goodwill impairment existed as of that date.

NOTE 9 – 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 hedged by offsetting 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.

Additionally, the Company enters into forward contracts for the future delivery of mortgage loans to third-party investors and enters into Interest Rate Lock Commitments (“IRLCs”) with potential borrowers to fund specific mortgage loans that will be sold into the secondary market. The forward contracts that are entered into, economically hedge the effect of changes in interest rates resulting from the Company’s commitment to fund the loans. The IRLCs and forward contracts are not designated as accounting hedges and are recorded at fair value with changes in fair value reflected in noninterest income on the consolidated statements of income. The fair value of derivative instruments with a positive fair value are reported in accrued income and other assets in the consolidated balance sheets, while derivative instruments with a negative fair value are reported in accrued expenses and other liabilities in the consolidated balance sheets.

The table below presents the notional amount and fair value of the Company’s interest rate swaps, IRLCs and forward contracts utilized as of September 30, 2021 and December 31, 2020.

	September 30, 2021					December 31, 2020
($ in thousands)	Notional		Fair			Notional		Fair
	Amount		Value			Amount		Value
Asset Derivatives
Derivatives not designated as hedging instruments
Interest rate swaps associated with loans	$	89,557	$	4,910		$	87,687	$	7,962
IRLCs		-		-			46,130		278
Forward contracts		50,500		285			-		-
Total contracts	$	140,057	$	5,195		$	133,817	$	8,240

Liability Derivatives
Derivatives not designated as hedging instruments
Interest rate swaps associated with loans	$	89,557	$	(4,910	)	$	87,687	$	(7,962	)
Forward contracts		-		-			50,000		(265	)
IRLCs		43,734		(119	)		-		-
Total contracts	$	133,291	$	(5,029	)	$	137,687	$	(8,227	)

The fair value of interest rate swaps were estimated using a discounted cash flow method that incorporates current market interest rates as of the balance sheet date. Fair values of IRLCs and forward contracts were estimated using changes in mortgage interest rates from the date the Company entered into the IRLC and the balance sheet date.

The following table presents the amounts included in the consolidated statements of income for non-hedging derivative financial instruments for the nine months ended September 30, 2021 and 2020.

		Three Months Ended September 30,						Nine Months Ended September 30,
($ in thousands)	Statement of income classification	2021			2020			2021			2020
Interest rate swap contracts	Other income	$	-		$	54		$	133		$	282
IRLCs	Gain on sale of mortgage loans & OMSR		(239	)		(102	)		(397	)		235
Forward contracts	Gain on sale of mortgage loans & OMSR		393			195			550			(165	)

The following table shows the offsetting of financial assets and derivative assets at September 30, 2021 and December 31, 2020.

	Gross amounts		Gross amounts offset in the		Net amounts of assets presented in the		Gross amounts not offset in the consolidated balance sheet
($ in thousands)	of recognized assets		consolidated balance sheet		consolidated balance sheet		Financial instruments		Cash collateral received		Net amount
September 30, 2021
Interest rate swaps	$	4,910	$	-	$	4,910	$	-	$	-	$	4,910

December 31, 2020
Interest rate swaps	$	7,962	$	-	$	7,962	$	-	$	-	$	7,962

The following table shows the offsetting of financial liabilities and derivative liabilities at September 30, 2021 and December 31, 2020.

	Gross amounts		Gross amounts offset in the		Net amounts of liabilities presented in the		Gross amounts not offset in the consolidated balance sheet
($ in thousands)	of recognized liabilities		consolidated balance sheet		consolidated balance sheet		Financial instruments		Cash collateral pledged		Net amount
September 30, 2021
Interest rate swaps	$	4,910	$	-	$	4,910	$	-	$	6,896	$	(1,986	)

December 31, 2020
Interest rate swaps	$	7,962	$	-	$	7,962	$	-	$	8,896	$	(934	)

NOTE 10 – SHORT-TERM BORROWINGS

($ in thousands)	September 30, 2021		December 31, 2020
Securities sold under repurchase agreements	$	20,771	$	20,189
Totals	$	20,771	$	20,189

The Company has retail repurchase agreements to facilitate cash management transactions with commercial customers. These obligations are secured by agency and mortgage-backed securities and such collateral is held by the Federal Home Loan Bank (“FHLB”). These securities have various maturity dates from 2022 through 2051. As of September 30, 2021, these repurchase agreements were secured by securities totaling $25.2 million. The repurchase agreements mature within one month.

The Company has borrowing capabilities at the Federal Reserve Discount Window by pledging either securities or loans as collateral. As of September 30, 2021, there was no collateral pledged or borrowings drawn at the Discount Window.

At September 30, 2021 and December 31, 2020, the Company had $41.0 million in federal funds lines, of which none was drawn.

NOTE 11 – FEDERAL HOME LOAN BANK ADVANCES

The Company’s FHLB advances were secured by $155.4 million in mortgage loans at September 30, 2021. Advances, at interest rates from 2.88 to 2.93 percent, are subject to restrictions or penalties in the event of prepayment. Aggregate annual maturities of FHLB advances at September 30, 2021 were:

($ in thousands)	Debt
2022	$	3,000
2023		2,500
Total	$	5,500

NOTE 12 – TRUST PREFERRED SECURITIES

On September 15, 2005, RST II, a wholly-owned subsidiary of the Company, closed a pooled private offering of 10,000 Capital 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 with terms similar to the Capital Securities. Distributions on the Capital Securities are payable quarterly at a variable rate that is based upon the 3-month LIBOR plus 1.80%, currently at 1.92%, and are included in interest expense in the consolidated financial statements. These securities may be included in Tier 1 capital and may be prepaid at any time without penalty (with certain limitations applicable) under current regulatory guidelines and interpretations. The balance of the Capital Securities as of September 30, 2021 and December 31, 2020 was $10.3 million, with a maturity date of September 15, 2035.

NOTE 13 – SUBORDINATED DEBT

On May 27, 2021, the Company entered into Subordinated Note Purchase Agreements (collectively, the “Purchase Agreements”) with qualified institutional buyers and accredited investors (collectively, the “Purchasers”) pursuant to which the Company issued and sold $20.0 million in aggregate principal amount of its 3.65% Fixed to Floating Rate Subordinated Notes due 2031 (the “Notes”). The Notes were sold by the Company in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended. The Notes mature on June 1, 2031 and bear interest at a fixed rate of 3.65% through May 31, 2026. From June 1, 2026 to the maturity date or earlier redemption of the Notes, the interest rate will reset quarterly to an interest rate per annum, equal to the then-current-three-month Secured Overnight Financing Rate (“SOFR”) provided by the Federal Reserve Bank of New York plus 296 basis points. The Company may redeem the Notes at any time after May 31, 2026, and at any time in whole, but not in part, upon the occurrence of certain events. Any redemption of the Notes will be subject to prior regulatory approval. The Company incurred debt issuance costs for placement fees, legal and other out-of-pocket expenses of approximately $0.5 million, which are being amortized over the life of the Notes.

NOTE 14 – 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 consolidated 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, and obligations of political and state subdivisions. 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.

Forward contracts

The fair values of forward contracts on to-be-announced securities are determined using quoted prices in active markets, or benchmarked thereto (Level 1).

Interest Rate Lock Commitments (IRLCs)

The fair value of IRLCs are determined using the projected sale price of individual loans based on changes in the market interest rates, projected pull-through rates (the probability that an IRLC will ultimately result in an originated loan), the reduction in the value of the applicant’s option due to the passage of time, and the remaining origination costs to be incurred based on management’s estimate of market costs (Level 3).

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 fell at September 30, 2021 and December 31, 2020.

($ in thousands)	Fair value at September 30, 2021			(Level 1)		(Level 2)			(Level 3)

U.S. Treasury and Government Agencies	$	11,715		$	-	$	11,715		$	-
Mortgage-backed securities		214,982			-		214,982			-
State and political subdivisions		13,898			-		13,898			-
Other corporate securities		8,220			-		8,220			-
Interest rate contracts - assets		4,910			-		4,910			-
Interest rate contracts - liabilities		(4,910	)		-		(4,910	)		-
Forward contracts		285			285		-			-
IRLCs		(119	)		-		-			(119	)

($ in thousands)	Fair value at December 31, 2020			(Level 1)			(Level 2)			(Level 3)

U.S. Treasury and Government Agencies	$	6,864		$	-		$	6,864		$	-
Mortgage-backed securities		127,761			-			127,761			-
State and political subdivisions		12,275			-			12,275			-
Other corporate securities		2,506			-			2,506			-
Interest rate contracts - assets		7,962			-			7,962			-
Interest rate contracts - liabilities		(7,962	)		-			(7,962	)		-
Forward contracts		(265	)		(265	)		-			-
IRLCs		278			-			-			278

Level 1 - quoted prices in active markets for identical assets

Level 2 - significant other observable inputs

Level 3 - significant unobservable inputs

The following table reconciles the beginning and ending balances of recurring fair value measurements recognized in the accompanying consolidated balance sheets using significant unobservable (Level 3) inputs for the three and nine months ended September 30, 2021 and 2020.

	for the Three Months Ended September 30,						for the Nine Months Ended September 30,
($ in thousands)	2021			2020			2021			2020
Interest Rate Lock Commitments
Balance at beginning of period	$	120		$	392		$	278		$	55
Total realized gains (losses)
Change in fair value		(239	)		(102	)		(397	)		235
Balance at end of period	$	(119	)	$	290		$	(119	)	$	290

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 consolidated 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 September 30, 2021 and December 31, 2020.

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.

($ in thousands)	Fair value at September 30, 2021		(Level 1)		(Level 2)		(Level 3)
Impaired loans	$	794	$	-	$	-	$	794
Mortgage servicing rights		11,194		-		-		11,194

($ in thousands)	Fair value at December 31, 2020		(Level 1)		(Level 2)		(Level 3)
Impaired loans	$	3,544	$	-	$	-	$	3,544
Mortgage servicing rights		7,759		-		-		7,759

Level 1 - quoted prices in active markets for identical assets

Level 2 - significant other observable inputs

Level 3 - significant unobservable inputs

Unobservable (Level 3) Inputs

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

($ in thousands)	Fair value at September 30, 2021			Valuation technique	Unobservable inputs	Range (weighted-average)

Collateral-dependent impaired loans	$	794		Market comparable properties	Comparability adjustments (%)		0 - 12% (8	)%
Mortgage servicing rights		11,194		Discounted cash flow	Discount Rate		8.65	%
					Constant prepayment rate		12.01	%
					P&I earnings credit		0.08	%
					T&I earnings credit		0.13	%
					Inflation for cost of servicing		1.50	%

IRLCs		(119	)	Discounted cash flow	Loan closing rates		49% - 99	%

($ in thousands)	Fair value at December 31, 2020		Valuation technique	Unobservable inputs	Range (weighted-average)

Collateral-dependent impaired loans	$	3,544	Market comparable properties	Comparability adjustments (%)		0 - 43% (22	)%
Mortgage servicing rights		7,759	Discounted cash flow	Discount Rate		8.28	%
				Constant prepayment rate		20.87	%
				P&I earnings credit		0.14	%
				T&I earnings credit		0.24	%
				Inflation for cost of servicing		1.50	%

IRLCs		278	Discounted cash flow	Loan closing rates		49% - 100	%

There were no changes in the inputs or methodologies used to determine fair value at September 30, 2021 as compared to December 31, 2020.

The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying consolidated 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 of loans as of September 30, 2021 follows the guidance in ASU 2016-01, which prescribes an “exit price” approach in estimating and disclosing fair value of financial instruments. The fair value calculation at that date discounted estimated future cash flows using rates that incorporated discounts for credit, liquidity, and marketability factors.

Deposits, FHLB Advances & Repurchase Agreements

Deposits include demand deposits, savings 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 September 30, 2021 and December 31, 2020.

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 September 30, 2021 and December 31, 2020 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.

Subordinated Debt

The fair value for subordinated debt is estimated by discounting the cash flows using a discount rate equal to the rate currently offered on similar borrowings.

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.

($ in thousands)	Carrying		Fair		Fair value measurements using
September 30, 2021	amount		value		(Level 1)		(Level 2)		(Level 3)
Financial assets
Cash and due from banks	$	138,015	$	138,015	$	138,015	$	-	$	-
Interest bearing time deposits		2,651		2,651		-		2,651		-
Loans held for sale		10,335		10,515		-		10,515		-
Loans, net of allowance for loan losses		832,736		834,605		-		-		834,605
Federal Reserve and FHLB Bank stock, at cost		5,303		5,303		-		5,303		-
Interest receivable		2,954		2,954		-		2,954		-

Financial liabilities
Deposits	$	1,111,660	$	1,112,208	$	953,142	$	159,066	$	-
Short-term borrowings		20,771		20,771		-		20,771		-
FHLB advances		5,500		5,649		-		5,649		-
Trust preferred securities		10,310		9,136		-		9,136		-
Subordinated debt, net of issuance costs		19,534		21,281		-		21,281		-
Interest payable		576		576		-		576		-

($ in thousands)	Carrying		Fair		Fair value measurements using
December 31, 2020	amount		value		(Level 1)		(Level 2)		(Level 3)
Financial assets
Cash and due from banks	$	140,690	$	140,690	$	140,690	$	-	$	-
Interest bearing time deposits		5,823		5,823		-		5,823		-
Loans held for sale		7,234		7,508		-		7,508		-
Loans, net of allowance for loan losses		860,149		853,294		-		-		853,294
Federal Reserve and FHLB Bank stock, at cost		5,303		5,303		-		5,303		-
Interest receivable		3,799		3,799		-		3,799		-

Financial liabilities
Deposits	$	1,049,011	$	1,050,558	$	819,462	$	231,096	$	-
Short-term borrowings		20,189		20,189		-		20,189		-
FHLB advances		8,000		8,257		-		8,257		-
Trust preferred securities		10,310		8,394		-		8,394		-
Interest payable		616		616		-		616		-

NOTE 15 – SHARE BASED COMPENSATION

In April 2017, the Company’s shareholders approved a new share-based incentive compensation plan, the SB Financial Group, Inc. 2017 Stock Incentive Plan (the “2017 Plan”), which replaced the Company’s 2008 Stock Incentive Plan. The 2017 Plan permits the Company to grant or award incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, and restricted stock units to employees and directors of the Company and its subsidiaries. A total of 500,000 common shares of the Company are available for grants or awards under the 2017 Plan, of which 89,833 shares had been granted under the plan as of September 30, 2021.

The 2017 Plan is intended to advance the interests of the Company and its shareholders by offering employees, directors and advisory board members of the Company and its subsidiaries an opportunity to acquire or increase their ownership interest in the Company through grants of equity-based awards. The 2017 Plan permits equity-based awards to be used to attract, motivate, reward and retain highly competent individuals upon whose judgment, initiative, leadership and efforts are key to the success of the Company by encouraging those individuals to become shareholders of the Company.

Stock option awards are granted with an exercise price equal to the market price of the Company’s stock at the date of grant and those option awards vest based on 5 years of continuous service and have 10-year contractual terms. The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model.

As of September 30, 2021, there were no stock options outstanding, and no unrecognized compensation cost related to stock option awards. No stock options were granted in the nine months of 2021.

On February 5, 2013, the Company adopted a Long Term Incentive (LTI) Plan, which provides for awards of restricted stock in the Company to certain key executives. These restricted stock awards vest over a four-year period and are intended to assist the Company in retention of key executives. During 2020, the Company met certain performance targets under the LTI Plan and restricted stock awards were approved and issued in February 2021. The compensation cost charged against income for the LTI Plan was $0.4 million, with a total income tax benefit recognized in the income statement of $0.08 million.

As of September 30, 2021, there was $0.65 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements related to the restricted stock awards under the 2017 Plan which were granted in accordance with the LTI plan. That cost is expected to be recognized over a weighted-average period of 2.6 years.

The table below is a summary of restricted stock activity under the Company’s 2017 Plan for the nine months ended September 30, 2021.

	Shares			Weighted- Average Value per Share

Nonvested, January 1, 2021		34,778		$	18.52
Granted		35,854			18.29
Vested		(23,179	)		18.39
Forfeited		(1,480	)		17.90

Nonvested, September 30, 2021		45,973		$	18.43

NOTE 16 – GENERAL LITIGATION

The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. Additionally, the Company is subject to periodic examinations by various regulatory agencies. It is the opinion of management that the disposition or ultimate resolution of any such claims, lawsuits and examinations pending at September 30, 2021, will not have a material adverse effect on the consolidated financial position, results of operations and cash flow of the Company.

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 including impacts from the COVID-19 pandemic on local, national and global economic conditions as well as the various governmental responses to the COVID-19 pandemic, including stimulus packages and programs; potential litigation or other risks related to participation in the U.S. Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”); changes in economic conditions in the market areas in which the Company and its subsidiaries operate; changes in policies by regulatory agencies; the transition away from LIBOR as a reference rate for financial contracts; operating risks; 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, 2020, as supplemented by the risk factors included under the heading “Item 1A. Risk Factors” of Part II of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. 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 an Ohio corporation and a financial 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.

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 SB Financial in exchange for junior subordinated debentures of SB Financial 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 SB Financial of the obligations of RST II.

RFCBC, Inc. (“RFCBC”) is an Ohio corporation and wholly-owned subsidiary of SB Financial 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 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.

SBFG Title, LLC (“Title”) is an Ohio corporation that was formed in March 2019. SBFG Title engages in the sale of title insurance services.

SB Captive, Inc. (“Captive”) is a Nevada corporation that was formed in March 2019. SB Captive pools insurance risk among like sized banking institutions.

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

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, 2020 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 September 30, 2021 compared to Three Months Ended September 30, 2020

Net Income: Net income for the third quarter of 2021 was $4.1 million compared to net income of $5.3 million for the third quarter of 2020, a decrease of 21.8 percent. Earnings per diluted share (EPS) of $0.58 were down 15.9 percent from EPS of $0.69 for the third quarter of 2020. Net income for the third quarter of 2021 was positively impacted by the recapture of the Company’s temporary mortgage servicing rights impairment of $0.25 million. The 2020 third quarter was also positively impacted by mortgage servicing rights recapture of $0.33 million.

The Consolidated Appropriations Act, 2021, which was signed into law on December 27, 2020, provided additional PPP funding of $284.5 billion and the establishment of PPP Second Draw Loans under the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (the “Relief Act”.) The Company continued its participation in the CARES Act pandemic response through the PPP lending initiative. During the quarter ended September 30, 2021, the Company processed forgiveness (loans paid by off by the SBA) of $24.6 million. PPP loans outstanding at September 30, 2021 totaled $10.2 million, with $0.4 million remaining from Phase I and $9.8 million remaining from Phase II.

Provision for Loan Losses: The third quarter provision for loan losses was $0.3 million, compared to $1.8 million for the year-ago quarter. The total reserve level of $13.8 million is up over 17 percent from the prior year. The Company had recoveries of $0.2 million for the quarter compared to net charge-offs of $0.02 million for the year-ago quarter. Total delinquent loans ended the quarter at $3.0 million, or 0.35 percent of total loans, which is down $3.0 million from the prior year.

Asset Quality Review – For the Period Ended ($ in thousands)	Sep. 30, 2021			Sep. 30, 2020
Net chargeoffs (recoveries) – QTD/YTD		($206)/($188	)		$21/$662
Nonaccruing loans		3,188			6,409
Accruing Trouble Debt Restructures		805			789
Nonaccruing and restructured loans		3,993			7,198
OREO / OAO		1,601			76
Nonperforming assets		5,594			7,274
Nonperforming assets/Total assets		0.42	%		0.60	%
Allowance for loan losses/Total loans		1.63	%		1.33	%
Allowance for loan losses/Nonperforming loans		351.5	%		163.8	%

Consolidated Revenue: Total revenue, consisting of net interest income and noninterest income, was $16.7 million for the third quarter of 2021, a decrease of $3.0 million, or 15.3 percent, from the $19.7 million generated during the third quarter of 2020.

Net interest income (“NII”) was $10.0 million for the third quarter of 2021, which was up $0.8 million from the prior year third quarter’s $9.3 million. Included in NII was $1.1 million in fees and interest from PPP loans compared to $0.6 million for the prior year quarter. The Company’s earning assets increased $163.3 million, coupled with a 44 basis point decrease in the yield on earning assets. The net interest margin (FTE) for the third quarter of 2021 was 3.21 percent compared to 3.41 percent for the third quarter of 2020. Funding costs for interest bearing liabilities for the third quarter of 2021 were 0.44 percent compared to 0.75 percent for the prior year third quarter.

Noninterest income was $6.6 million for the third quarter of 2021, which was down $3.8 million from the prior year third quarter’s $10.4 million. In addition to the mortgage revenue detailed below, wealth management revenue was $1.0 million. Recapture of mortgage servicing rights impairment increased noninterest income by $0.25 million in the quarter. Our title agency contributed revenue of $0.5 million in the third quarter of 2021. Noninterest income as a percentage of average assets for the third quarter of 2021 was 1.99 percent compared to 3.42 percent for the prior year third quarter.

State Bank originated $153.1 million of mortgage loans for the third quarter of 2021, of which $123.1 million of loans were sold with the remainder of loans held for investment. This compares to $200.2 million originated for the third quarter of 2020, of which $166.2 million of loans were sold with the remainder of loans held for investment. These third quarter 2021 originations and subsequent sales resulted in $3.9 million of gains, down $4.1 million from the gains for the third quarter of 2020. Net mortgage banking revenue was $4.1 million for the third quarter of 2021 compared to $7.9 million for the third quarter of 2020. The 2021 third quarter included a $0.25 million recapture of mortgage servicing rights compared to a $0.33 million recapture for the third quarter of 2020.

Consolidated Noninterest Expense: Noninterest expense for the third quarter of 2021 was $11.3 million, which was even compared to the $11.3 million in the prior-year third quarter. The third quarter of 2021 included lower commission and incentives on mortgage sales and title volume, which was offset by higher data processing and professional fee expense due to expanded implementation of technology solutions.

Income Taxes: Income taxes for the third quarter of 2021 were $1.0 million (effective rate of 19.8 percent) compared to $1.3 million (effective rate of 19.8 percent) for the third quarter of 2020.

Nine Months Ended September 30, 2021 compared to Nine Months Ended September 30, 2020

Net Income: Net income for the nine months ended September 30, 2021 was $14.9 million compared to net income of $9.6 million for the first nine months of 2020, an increase of $5.4 million or 56 percent. EPS for the period of $2.08 were up 66 percent from EPS of $1.25 for the prior year nine-month period.

Provision for Loan Losses: The provision for loan losses for the nine months ended September 30, 2021 was $1.1 million compared to $3.7 million for the prior year nine months. The Company had recoveries of $0.2 million for the first nine months of 2021 compared to net charge offs of $0.7 million for the prior year nine-month period.

Consolidated Revenue: Total revenue, consisting of net interest income and noninterest income, was $52.9 million for the first nine months of 2021, an increase of $5.0 million, or 10.4 percent, from the $47.9 million generated during the prior year nine-month period.

Net interest income was $28.8 million, which is up $2.1 million or 8.0 percent from net interest income of $26.7 million for the prior year nine months. The Company’s earning assets increased $188.4 million, and had a 64 basis point decrease in the yield on earning assets for the nine months of 2021. The net interest margin (FTE) for the first nine months of 2021 was 3.12 percent compared to 3.41 percent for the nine months of 2020. Funding costs for interest bearing liabilities for the nine months of 2021 were 0.46 percent compared to 0.91 percent for the prior year nine months.

Noninterest income was $24.1 million for the nine months ended September 30, 2021, which is up $2.9 million or 13.7 percent from noninterest income of $21.2 million for the prior year nine months. In addition to the mortgage revenue detailed below, gains from the sale of non-mortgage loans was $0.1 million, compared to $0.3 million for the same period in 2020. For the nine months ended September 30, 2021, the Company had mortgage servicing rights recapture of $2.9 million compared to mortgage servicing rights impairment in the nine months of 2020 of $3.0 million.

State Bank originated $473.8 million of mortgage loans during the first nine months of 2021, of which $378.9 million of loans were sold with the remainder of loans held for investment. These levels compare to $525.2 million of loans originated and $455.3 million of loans sold for the prior nine month period, or declines of 9.8 and 16.8 percent, respectively.

Consolidated Noninterest Expense: Noninterest expense for the nine months ended September 30, 2021 was $33.2 million, which is up $0.8 million or 2.6 percent compared to the $32.4 million from the prior year nine month period. The increase in noninterest expenses compared to the prior year was due to increases in staffing, benefit costs and higher investments in technology. The prior year period included $1.2 million in one-time expenses related to the Edon acquisition.

Income Taxes: Income taxes for the nine months ended September 30, 2021 were $3.7 million (effective rate of 19.8 percent) compared to $2.2 million (effective rate of 18.6 percent) for the nine months ended September 30, 2020.

Changes in Financial Condition

Total assets at September 30, 2021 were $1.33 billion, an increase of $71.9 million or 5.7 percent since December 31, 2020. Total loans, net of unearned income, were $846.5 million as of September 30, 2021, down $26.2 million or 3.0 percent, from year-end. PPP loan balances of $10.2 million were included in our total loans at September 30, 2021.

Total deposits at September 30, 2021 were $1.11 billion, an increase of $62.6 million or 6.0 percent since 2020 year end. Borrowed funds (consisting of FHLB advances, REPOs, Trust Preferred Securities and subordinated debt) totaled $56.1 million at September 30, 2021. This is up from year-end 2020 when borrowed funds totaled $47.1 million due to an increase in REPOs and the subordinated debt. Total equity for the Company of $144.3 million now stands at 10.9 percent of total assets compared to the December 31, 2020 level of $142.9 million and 11.4 percent of total assets.

The allowance for loan loss of $13.8 million is up $1.2 million from the December 2020 year end level.

Capital Resources

As of September 30, 2021, based on the computations for the FFIEC 041 Consolidated Reports of Condition and Income filed by State Bank with the Federal Reserve, State Bank was classified as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, State Bank must maintain capital ratios as set forth in the table below. There are no conditions or events since September 30, 2021 that management believes have changed State Bank’s capital classification.

State Bank’s actual capital levels and ratios as of September 30, 2021 and December 31, 2020 are presented in the following table. Capital levels are presented for State Bank only as the Company is exempt from quarterly reporting on capital levels at the holding company level:

											To Be Well Capitalized Under
						For Capital Adequacy					Prompt Corrective Action
	Actual					Purposes					Procedures
($ in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of September 30, 2021
Tier I Capital to average assets	$	129,714		9.98	%	$	52,014		4.0	%	$	65,017		5.0	%
Tier I Common equity capital to risk-weighted assets		129,714		13.23	%		44,134		4.5	%		63,749		6.5	%

Tier I Capital to risk-weighted assets		129,714		13.23	%		58,845		6.0	%		78,460		8.0	%
Total Risk-based capital to risk-weighted assets		141,992		14.48	%		78,460		8.0	%		98,075		10.0	%

As of December 31, 2020
Tier I Capital to average assets	$	119,480		9.94	%	$	48,099		4.0	%	$	60,123		5.0	%
Tier I Common equity capital to risk-weighted assets		119,480		12.91	%		41,651		4.5	%		60,162		6.5	%

Tier I Capital to risk-weighted assets		119,480		12.91	%		55,534		6.0	%		74,046		8.0	%
Total Risk-based capital to risk-weighted assets		131,062		14.16	%		74,046		8.0	%		92,557		10.0	%

New regulatory capital requirements commonly referred to as “Basel III” were fully phased in as of January 1, 2019 and are reflected in the September 30, 2021 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 State Bank’s 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 $399.8 million at September 30, 2021, compared to $303.2 million at December 31, 2020.

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 $652.8 million at September 30, 2021 and $608.4 million at December 31, 2020, 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 September 30, 2021, 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 nine months ended September 30, 2021 and 2020 follows.

The Company experienced positive cash flows from operating activities for the nine months ended September 30, 2021 and September 30, 2020. Net cash provided by operating activities was $6.0 million for the nine months ended September 30, 2021 and $5.4 million for the nine months ended September 30, 2020. Highlights for the current year include $378.9 million in proceeds from the sale of loans, which is down $76.4 million from the prior year. Originations of loans held for sale was a use of cash of $371.5 million, which is down from the prior year by $76.1 million. For the nine months ended September 30, 2021, there was a gain on sale of loans of $14.2 million, and depreciation and amortization of $1.6 million.

The Company experienced negative cash flows from investing activities for the nine months ended September 30, 2021 and September 30, 2020. Net cash used in investing activities was $77.9 million for the nine months ended September 30, 2021 and $54.1 million for the nine months ended September 30, 2020. Highlights for the current year include purchases of available-for-sale securities of $138.5 million. These cash payments were offset by $34.6 million in proceeds from maturities and sales of securities, which is down $37.0 million from the prior year nine-month period. The Company experienced a $24.7 million decrease in loans, which is down $69.5 million from the prior year nine-month period.

The Company experienced positive cash flows from financing activities for the nine months ended September 30, 2021 and September 30, 2020. Net cash provided by financing activities was $69.2 million for the nine months ended September 30, 2021 and $116.3 million for the nine months ended September 30, 2020. Highlights for the current period include a $133.7 million increase in transaction deposits for the nine months ended September 30, 2021, which is down $6.0 million from the prior year. Certificates of deposit decreased by $71.0 million in the current year compared to $16.9 million for the prior year nine-month period. The issuance of subordinated debt during the quarter provided for $19.5 million in proceeds net of debt issuance costs.

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 significant decrease in rates as of September 30, 2021 and December 31, 2020 was considered unlikely given the current interest rate environment and therefore, only the minus 100 basis point rate change was included in this analysis as of September 30, 2021 and only the minus 100 basis point rate change was included in this analysis as of December 31, 2020. The results of this analysis are reflected in the following tables for September 30, 2021 and December 31, 2020.

Economic Value of Equity
September 30, 2021
($ in thousands)

Change in rates	$ Amount		$ Change			% Change
+400 basis points	$	248,503	$	36,771			17.37	%
+300 basis points		242,622		30,890			14.59	%
+200 basis points		235,142		23,410			11.06	%
+100 basis points		225,417		13,685			6.46	%
Base Case		211,732		—			—
-100 basis points		186,649		(25,083	)		-11.85	%

Economic Value of Equity
December 31, 2020
($ in thousands)

Change in rates	$ Amount		$ Change			% Change
+400 basis points	$	243,779	$	61,586			33.80	%
+300 basis points		231,590		49,397			27.11	%
+200 basis points		217,936		35,743			19.62	%
+100 basis points		202,260		20,067			11.01	%
Base Case		182,193		—			—
-100 basis points		154,509		(27,684	)		-15.19	%

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 total amount of $652.8 million were pledged to meet FHLB collateralization requirements as of September 30, 2021. Based on the current collateralization requirements of the FHLB, the Company had approximately $105.2 million of additional borrowing capacity at September 30, 2021. The Company also had $161.0 million in unpledged securities available to pledge for additional borrowings.

The Company’s contractual obligations as of September 30, 2021 were comprised of long-term debt obligations, other debt obligations, operating lease obligations and other long-term liabilities. Long-term debt obligations were comprised of FHLB Advances of $5.5 million, Trust Preferred Securities of $10.3 million, and Subordinated debt, net of issuance costs, of $19.5 million. Total time deposits at September 30, 2021 were $158.5 million, of which $62.8 million mature beyond one year.

In addition, as of September 30, 2021, the Company had commitments to sell mortgage loans totaling $52.0 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 (the “SEC”) for the year ended December 31, 2020.

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 September 30, 2021, 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, 2020, as supplemented by the risk factors included in “Item 1A. Risk Factors” of Part II of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.

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

(a)

Not Applicable

(b)

Not Applicable

(c)

Repurchases of Common Shares

On May 25, 2021, the Company announced that its board of directors had approved a new share repurchase program authorizing the repurchase of up to 750,000 common shares of the Company through May 31, 2022. The table below sets forth information regarding common shares repurchased by the Company during the quarter ended September 30, 2021.

	(a)		(b)		(c)		(d)
Period	Total Number of Shares Purchased		Weighted Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
07/01/21 - 07/31/21		54,542	$	18.49		54,542		591,627
08/01/21 - 08/31/21		29,542		18.15		29,542		562,085
09/01/21 - 09/30/21		22,827		18.15		22,827		539,258
Total		106,911	$	18.32		106,911		539,258

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)

101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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: November 5, 2021	By:	/s/ Mark A. Klein
		Mark A. Klein
		Chairman, President & CEO

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