SB FINANCIAL GROUP, INC. 10-Q

10-Q 1 f10q0620_sbfinancial.htm QUARTERLY REPORT 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 June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________to___________________________ Commission file number 1-36785 SB FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Ohio 34-1395608 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 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 SBFG The NASDAQ Stock Market, LLC 7,646,786 Outstanding at August 7, 2020 (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 34 Item 3. Quantitative and Qualitative Disclosures About Market Risk 43 Item 4. Controls and Procedures 43 PART II – OTHER INFORMATION Item 1. Legal Proceedings 44 Item 1A. Risk Factors 44 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 46 Item 3. Defaults Upon Senior Securities 46 Item 4. Mine Safety Disclosures 46 Item 5. Other Information 46 Item 6. Exhibits 46 Signatures 47 i PART I – FINANCIAL INFORMATION Item 1. Financial Statements SB Financial Group, Inc. Condensed Consolidated Balance Sheets ($ in thousands) June 30, 2020 December 31, 2019 (unaudited) (audited) Assets Cash and due from banks $ 85,661 $ 27,064 Interest bearing time deposits 10,542 - Available-for-sale securities 104,289 100,948 Loans held for sale 13,742 7,258 Loans, net of unearned income 901,548 825,510 Allowance for loan losses (10,013 ) (8,755 ) Premises and equipment, net 23,662 23,385 Federal Reserve and Federal Home Loan Bank Stock, at cost 4,837 4,648 Foreclosed assets held for sale, net 382 305 Interest receivable 4,272 3,106 Goodwill 22,117 17,792 Cash value of life insurance 17,375 17,221 Mortgage servicing rights 8,168 11,017 Other assets 16,354 9,078 Total assets $ 1,202,936 $ 1,038,577 Liabilities and shareholders’ equity Liabilities Deposits Non interest bearing demand $ 229,042 $ 158,357 Interest bearing demand 154,143 131,084 Savings 161,182 119,359 Money market 189,380 173,666 Time deposits 256,840 257,753 Total deposits 990,587 840,219 Short term borrowings 23,826 12,945 Federal Home Loan Bank advances 13,000 16,000 Trust preferred securities 10,310 10,310 Interest payable 929 1,191 Other liabilities 26,403 21,818 Total liabilities 1,065,055 902,483 Commitments & Contingent Liabilities - - Shareholders’ Equity Common stock, no par value; (authorized 10,000,000 shares; 2020 - 8,180,712 shares issued, 2019 - 8,180,712 shares issued) 54,463 54,463 Additional paid-in capital 14,780 15,023 Retained earnings 75,526 72,704 Accumulated other comprehensive income 2,320 659 Treasury stock, at cost; (2020 - 524,834 common shares, 2019 - 417,785 common shares) (9,208 ) (6,755 ) Total shareholders’ equity 137,881 136,094 Total liabilities and shareholders’ equity $ 1,202,936 $ 1,038,577 See notes to condensed consolidated financial statements (unaudited) Note: The balance sheet at December 31, 2019 has been derived from the audited consolidated financial statements at that date. 1 SB Financial Group, Inc. Condensed Consolidated Income Statement (unaudited) ($ in thousands, except per share data) Three Months Ended Six Months Ended June 30, June 30, Interest Income 2020 2019 2020 2019 Loans Taxable $ 9,945 $ 10,182 $ 19,740 $ 19,609 Tax exempt 59 73 138 135 Securities Taxable 510 802 1,202 1,713 Tax exempt 81 94 159 192 Total interest income 10,595 11,151 21,239 21,649 Interest Expense Deposits 1,549 2,092 3,429 4,010 Repurchase agreements & other 20 17 48 43 Federal Home Loan Bank advance expense 92 100 192 200 Trust preferred securities expense 62 110 150 224 Total interest expense 1,723 2,319 3,819 4,477 Net Interest Income 8,872 8,832 17,420 17,172 Provision for loan losses 1,300 200 1,900 200 Net interest income after provision for loan losses 7,572 8,632 15,520 16,972 Noninterest Income Wealth management fees 775 783 1,543 1,517 Customer service fees 667 689 1,349 1,320 Gain on sale of mortgage loans & OMSR 8,119 1,678 10,068 2,870 Mortgage loan servicing fees, net (1,880 ) (459 ) (3,932 ) (739 ) Gain on sale of non-mortgage loans 107 216 211 543 Title insurance income 609 308 874 327 Net gain on sale of securities - 206 - 206 Loss on sale/disposal of assets (80 ) (5 ) (126 ) (7 ) Other income 298 275 789 654 Total noninterest income 8,615 3,691 10,776 6,691 Noninterest Expense Salaries and employee benefits 6,419 5,305 11,846 10,207 Net occupancy expense 675 627 1,373 1,272 Equipment expense 780 665 1,480 1,376 Data processing fees 1,288 488 1,836 931 Professional fees 1,224 649 1,981 1,266 Marketing expense 141 246 349 485 Telephone and communications 122 112 237 227 Postage and delivery expense 96 81 211 165 State, local and other taxes 262 247 516 502 Employee expense 93 236 277 389 Other expenses 562 452 962 914 Total noninterest expense 11,662 9,108 21,068 17,734 Income before income tax 4,525 3,215 5,228 5,929 Provision for income taxes 870 588 892 1,076 Net income $ 3,655 $ 2,627 $ 4,336 $ 4,853 Preferred share dividends $ - $ 243 $ - $ 487 Net income available to common shareholders $ 3,655 $ 2,384 $ 4,336 $ 4,366 Basic earnings per common share $ 0.47 $ 0.37 $ 0.56 $ 0.68 Diluted earnings per common share $ 0.47 $ 0.33 $ 0.56 $ 0.61 Average common shares outstanding (in thousands): Basic: 7,708 6,454 7,750 6,469 Diluted: 7,708 7,967 7,750 7,982 See notes to condensed consolidated financial statements (unaudited) 2 SB Financial Group, Inc. Condensed Consolidated Statements of Comprehensive Income (unaudited) Three Months Ended Six Months Ended June June June June ($ in thousands) 2020 2019 2020 2019 Net income $ 3,655 $ 2,627 $ 4,336 $ 4,853 Other comprehensive income: Available for sale investment securities: Unrealized holding gain arising in the period 343 1,064 2,103 1,920 Related tax expense (72 ) (223 ) (442 ) (403 ) Less: Reclassification for gain realized in income - (206 ) - (206 ) Related tax expense - 42 - 42 Net effect on other comprehensive income 271 677 1,661 1,353 Total comprehensive income $ 3,926 $ 3,304 $ 5,997 $ 6,206 See notes to condensed consolidated financial statements (unaudited) 3 SB Financial Group, Inc. Condensed Consolidated Statements of Shareholders’ Equity (unaudited) Preferred Common Additional Paid-in Retained Accumulated Other Comprehensive Income Treasury ($ in thousands, except per share data) Stock Stock Capital Earnings (Loss) Stock Total Balance, 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 (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 (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 Balance, January 1, 2019 $ 13,979 $ 40,485 $ 15,226 $ 64,012 $ (552 ) $ (2,715 ) $ 130,435 Net income 2,226 2,226 Other comprehensive income 676 676 Conversion of preferred to common (1 ) 1 - Stock reissue for purchase of Peak Title 22 117 139 Dividends on common, $0.085 per share (556 ) (556 ) Dividends on preferred, $0.1625 per share (244 ) (244 ) Restricted stock vesting (208 ) 208 - Stock options exercised (10 ) 21 11 Repurchased stock (1,294 ) (1,294 ) Stock based compensation expense 113 113 Balance, March 31, 2019 $ 13,978 $ 40,486 $ 15,143 $ 65,438 $ 124 $ (3,663 ) $ 131,506 Net income 2,627 2,627 Other comprehensive income 677 677 Dividends on common, $0.900 per share (586 ) (586 ) Dividends on preferred, $0.1625 per share (243 ) (243 ) Stock options exercised (24 ) 43 19 Repurchased stock (203 ) (203 ) Stock based compensation expense 140 140 Balance, June 30, 2019 $ 13,978 $ 40,486 $ 15,259 $ 67,236 $ 801 $ (3,823 ) $ 133,937 See notes to condensed consolidated financial statements (unaudited) 4 SB Financial Group, Inc. Condensed Consolidated Statements of Cash Flows (unaudited) ($ in thousands) Six Months Ended June 30, 2020 2019 Operating Activities Net Income $ 4,336 $ 4,853 Items not requiring (providing) cash Depreciation and amortization 935 867 Provision for loan losses 1,900 200 Expense of share-based compensation plan 235 253 Amortization of premiums and discounts on securities 214 137 Amortization of intangible assets 4 4 Amortization of originated mortgage servicing rights 2,171 714 Impairment of mortgage servicing rights 3,300 1,398 Proceeds from sale of loans held for sale 289,104 117,048 Originations of loans held for sale (287,931 ) (119,599 ) Gain from sale of loans (10,279 ) (3,413 ) Loss (gain) on sales of assets 126 7 Net gains on sales of securities - (206 ) Changes in Interest receivable (1,166 ) (387 ) Other assets (7,387 ) (3,673 ) Interest payable & other liabilities 4,100 2,578 Net cash provided (used) by operating activities (338 ) 781 Investing Activities Purchases of available-for-sale securities (61,893 ) (8,840 ) Proceeds from maturities of interest bearing time deposits 1,000 - Proceeds from maturities of available-for-sale securities 61,803 8,957 Proceeds from sales of available-for-sale securities - 7,375 Net change in loans (60,482 ) (42,621 ) Purchase of premises, equipment (591 ) (779 ) Proceeds from sales of premises, equipment - 7 Purchase of bank owned life insurance - (50 ) Purchase of Federal Reserve and Federal Home Loan Bank Stock (72 ) (525 ) Proceeds from sale of foreclosed assets 182 69 Net cash and cash equivalents (paid) received in acquisition 16,237 (2,600 ) Net cash used in investing activities (43,816 ) (39,007 ) Financing Activities Net increase in demand deposits, money market, interest checking & savings accounts 109,786 4,222 Net increase in certificates of deposit (10,471 ) 32,600 Net increase (decrease) in short term borrowings 10,881 (1,216 ) Proceeds from Federal Home Loan Bank advances - 8,000 Repayment of Federal Home Loan Bank advances (3,000 ) (8,000 ) Net proceeds from share-based compensation plans 188 30 Stock repurchase plan (3,119 ) (1,497 ) Issuance of common shares - 139 Dividends on common shares (1,514 ) (1,142 ) Dividends on preferred shares - (487 ) Net cash provided by financing activities 102,751 32,649 Increase in cash and cash equivalents 58,597 (5,577 ) Cash and cash equivalents, beginning of period 27,064 48,363 Cash and cash equivalents, end of period $ 85,661 $ 42,786 Supplemental cash flow information Interest paid $ 4,081 $ 4,198 Income taxes paid $ - $ 3,280 Fair value of assets acquired - premises and equipment (Peak Title) $ - $ 1,161 Supplemental non-cash disclosure Initial recognition of right-of-use lease assets $ - $ 293 Transfer of loans to foreclosed assets $ 197 $ 477 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) 5 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, The State Bank and Trust Company (“State Bank”), RFCBC, Inc. (“RFCBC”), Rurbanc Data Services, Inc. dba RDSI Banking Systems (“RDSI”), and Rurban Statutory Trust II (“RST II”). In addition, State Bank owns all of the outstanding stock of Rurban Mortgage Company (“RMC”), which is inactive, and State Bank Insurance, LLC (“SBI”). In June 2020, the Company acquired Edon Bancorp (“Edon”) and its subsidiary, The Edon State Bank Company of Edon, Ohio. This acquisition was completed effective June 5, 2020, and the acquisition resulted in an increase in goodwill, which is detailed in Note 8 and the business combination summary is detailed in Note 3. In March 2019, the Company formed SBFG Title, LLC (“Title”) and purchased all of the assets and real estate of an Ohio based title agency. The purchase was completed effective March 15, 2019, and the purchase resulted in an increase in goodwill, which is detailed in Note 8. In March 2019, the Company formed SB Captive, Inc. (“Captive”), which is a captive insurance company based in Nevada. The Captive allows the Company to share insurance risk among a pool of similar sized banks. The consolidated financial statements include the accounts of the Company, State Bank, RFCBC, RDSI, RMC, Title, 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 six months ended June 30, 2020, are not necessarily indicative of results for the complete year. The condensed consolidated balance sheet of the Company as of December 31, 2019 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, 2019. New and applicable accounting pronouncements: ASU No. 2018-13: Fair Value Measurement - Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820) The updated guidance improves the disclosure requirements for fair value measurements. The ASU removes certain disclosures required by Topic 820 related to transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements. The ASU modifies certain disclosures required by Topic 820 related to disclosure of transfers into and out of Level 3 of the fair value hierarchy; the requirement to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly for investments in certain entities that calculate net asset value; and clarification that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. The ASU adds certain disclosure requirements related to changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted-average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information in lieu of the weighted- average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2019. The impact of this new guidance did not have a material impact on the Company’s consolidated financial statements. 6 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 to the consolidated financial statements. 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 transaction 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 Company is assessing the impact on its accounting and disclosures. ASU No. 2017-04: Intangibles – Goodwill and Other (Topic 350) This ASU simplifies the test for goodwill impairment. Specifically, these amendments eliminate Step 2 from the goodwill impairment test, and also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The amendments in this ASU are effective for annual goodwill impairment tests in fiscal years beginning after December 15, 2022, and management does not believe the changes will have a material effect on the Company’s accounting and disclosures. 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. 7 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 OCC, the Federal Reserve Board, and the 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 will delay the effective date of ASU No. 2016-13 to the fiscal year beginning after December 15, 2022. 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 December 15, 2022. 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. 8 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 2020 or 2019. 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 June 30, ($ and outstanding shares in thousands - except per share data) 2020 2019 Distributed earnings allocated to common shares $ 770 $ 586 Undistributed (in excess of) earnings allocated to common shares 2,881 1,793 Net earnings allocated to common shares 3,651 2,379 Net earnings allocated to participating securities 4 5 Dividends on convertible preferred shares - 243 Net Income allocated to common shares and participating securities $ 3,655 $ 2,627 Weighted average shares outstanding for basic earnings per share 7,708 6,454 Dilutive effect of stock compensation - 37 Dilutive effect of convertible shares - 1,476 Weighted average shares outstanding for diluted earnings per share 7,708 7,967 Basic earnings per common share $ 0.47 $ 0.37 Diluted earnings per common share $ 0.47 $ 0.33 Six Months Ended June 30, ($ and outstanding shares in thousands - except per share data) 2020 2019 Distributed earnings allocated to common shares $ 1,514 $ 1,142 Undistributed earnings allocated to common shares 2,814 3,215 Net earnings allocated to common shares 4,328 4,357 Net earnings allocated to participating securities 8 9 Dividends on convertible preferred shares - 487 Net Income allocated to common shares and participating securities $ 4,336 $ 4,853 Weighted average shares outstanding for basic earnings per share 7,750 6,469 Dilutive effect of stock compensation - 38 Dilutive effect of preferred convertible shares - 1,475 Weighted average shares outstanding for diluted earnings per share 7,750 7,982 Basic earnings per common share $ 0.56 $ 0.68 Diluted earnings per common share $ 0.56 $ 0.61 9 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 Bancorp was headquartered in Edon, Ohio and had one retail office. The Edon State Bank 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 June 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 transaction based on assumptions that are subject to change as management continues to evaluate as relevant information becomes available. If, prior to the end of the one-year measurement period for finalizing the purchase price allocation, relevant information becomes available which would indicate adjustments are required to the purchase price allocation, such adjustments will be recorded in the reporting period in which the adjustment amounts are determined. Potential adjustments, if any, will be related to assets that have may have changes to valuation amounts that were not readily determinable at acquisition date. 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 is $0.4 million. ($ in thousands) 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 10 Pro Forma Financial Information The results of operations of Edon Bancorp 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 three and six months ended June 30, 2020 and 2019, as if the Edon acquisition had occurred as of the beginning of the reporting periods presented. The acquisition added less than $0.1 million in revenue and earnings to the Company for the three months ended June 30, 2020. Three Months Ended Summary of Operations ($ in thousands) Jun. 2020 Jun. 2019 Net interest income $ 9,033 $ 9,196 Provision for loan losses 1,300 200 Net interest income after provision $ 7,733 $ 8,996 Non interest income 8,632 3,726 Non interest expense 12,451 9,382 Income before income taxes $ 3,914 $ 3,340 Income tax expense* 742 614 Net income $ 3,172 $ 2,726 Preferred share dividends - 487 Net income to common shareholders $ 3,172 $ 2,239 Basic earnings per share $ 0.41 $ 0.35 Diluted earnngs per share $ 0.41 $ 0.34 * Income tax expense for Edon calculated using a 21% statutory rate Six Months Ended Summary of Operations ($ in thousands) Jun. 2020 Jun. 2019 Net interest income $ 17,919 $ 17,916 Provision for loan losses 1,900 200 Net interest income after provision $ 16,019 $ 17,716 Non interest income 10,820 6,750 Non interest expense 22,139 18,266 Income before income taxes $ 4,700 $ 6,200 Income tax expense* 781 1,133 Net income $ 3,919 $ 5,067 Preferred share dividends - 487 Net income to common shareholders $ 3,919 $ 4,580 Basic earnings per share $ 0.51 $ 0.71 Diluted earnngs per share $ 0.51 $ 0.63 * Income tax expense for Edon calculated using a 21% statutory rate 11 Note 4 – AVAILABLE FOR SALE Securities The amortized cost and appropriate fair values, together with gross unrealized gains and losses, of securities at June 30, 2020 and December 31, 2019 were as follows: Gross Gross ($ in thousands) Amortized Unrealized Unrealized June 30, 2020 Cost Gains Losses Fair Value U.S. Treasury and Government agencies $ 6,834 $ 351 $ - $ 7,185 Mortgage-backed securities 82,906 2,037 (11 ) 84,932 State and political subdivisions 11,612 560 - 12,172 Totals $ 101,352 $ 2,948 $ (11 ) $ 104,289 Gross Gross Amortized Unrealized Unrealized December 31, 2019 Cost Gains Losses Fair Value U.S. Treasury and Government agencies $ 12,023 $ 181 $ (2 ) $ 12,202 Mortgage-backed securities 77,892 492 (202 ) 78,182 State and political subdivisions 10,199 366 (1 ) 10,564 Totals $ 100,114 $ 1,039 $ (205 ) $ 100,948 The amortized cost and fair value of securities available for sale at June 30, 2020, 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 $ 1,261 $ 1,271 Due after one year through five years 6,569 6,760 Due after five years through ten years 4,653 4,961 Due after ten years 5,963 6,365 18,446 19,357 Mortgage-backed securities 82,906 84,932 Totals $ 101,352 $ 104,289 The fair value of securities pledged as collateral, to secure public deposits and for other purposes, was $36.5 million at June 30, 2020 and $34.8 million at December 31, 2019. The fair value of securities delivered for repurchase agreements was $24.3 million at June 30, 2020 and $19.5 million at December 31, 2019. There were no realized gains and losses from sales of available-for-sale securities for the six months ended June 30, 2020, and $.2 million in realized gains for the six months ended June 30, 2019. Certain investments in debt securities are reported in the financial statements at an amount less than their historical cost. Total fair value of these investments was $1.6 million at June 30, 2020, and $38.8 million at December 31, 2019, which was approximately 2 and 38 percent, respectively, of the Company’s available-for-sale investment portfolio at such dates. Based on evaluation of available evidence, including recent changes in market interest rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these securities are temporary. Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified. 12 Securities with unrealized losses, aggregated by investment class and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2020 and December 31, 2019 are as follows: ($ in thousands) Less than 12 Months 12 Months or Longer Total June 30, 2020 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. Treasury and Government agencies $ - $ - $ - $ - $ - $ - Mortgage-backed securities 469 (1 ) 1,118 (10 ) 1,587 (11 ) State and political subdivisions - - - - - - Totals $ 469 $ (1 ) $ 1,118 $ (10 ) $ 1,587 $ (11 ) Less than 12 Months 12 Months or Longer Total December 31, 2019 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. Treasury and Government agencies $ 872 $ (1 ) $ 2,598 $ (1 ) $ 3,470 $ (2 ) Mortgage-backed securities 30,692 (157 ) 4,264 (45 ) 34,956 (202 ) State and political subdivisions 339 (1 ) - - 339 (1 ) Totals $ 31,903 $ (159 ) $ 6,862 $ (46 ) $ 38,765 $ (205 ) The total unrealized loss in the securities portfolio was $0.01 million as of June 30, 2020 compared to a $0.2 million unrealized loss at December 31, 2019. 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 June 30, 2020. 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. 13 The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Company’s internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected on the historical loss or risk rating data. A loan is considered impaired when, based on current information and events, it is probable that State Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration each of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial, agricultural, and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent. When State Bank moves a loan to 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 June 30, 2020 and December 31, 2019 include: Total Loans Nonaccrual Loans ($ in thousands) June 2020 December 2019 June 2020 December 2019 Commercial & industrial $ 224,631 $ 151,047 $ 1,204 $ 1,772 Commercial real estate - owner occupied 102,591 98,488 1,450 1,362 Commercial real estate - nonowner occupied 272,715 268,294 1,034 464 Agricultural 58,837 50,994 - - Residential real estate 184,781 193,159 2,575 1,635 Home equity line of credit (HELOC) 46,577 48,070 237 249 Consumer 13,912 14,738 34 18 Total loans $ 904,044 $ 824,790 $ 6,534 $ 5,500 Net deferred costs (fees) $ (2,496 ) $ 720 Total loans, net deferred costs (fees) $ 901,548 $ 825,510 Allowance for loan losses $ (10,013 ) $ (8,755 ) 14 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. 15 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 June 30, 2020, December 31, 2019 and June 30, 2019. ($ in thousands) For the Three Months Ended June 30, 2020 Commercial & industrial Commercial real estate Agricultural Residential real estate Consumer Total Beginning balance $ 1,649 $ 3,668 $ 475 $ 2,442 $ 724 $ 8,958 Charge offs (194 ) - - (37 ) (24 ) (255 ) Recoveries 4 - - 1 5 10 Provision (credit) 1,385 (64 ) 29 (128 ) 78 1,300 Ending balance $ 2,844 $ 3,604 $ 504 $ 2,278 $ 783 $ 10,013 For the Six Months Ended June 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 ) (36 ) (655 ) Recoveries 5 - - 2 6 13 Provision (credit) 1,538 2 70 110 180 1,900 Ending balance $ 2,844 $ 3,604 $ 504 $ 2,278 $ 783 $ 10,013 For the Three Months Ended June 30, 2019 Commercial & industrial Commercial real estate Agricultural Residential real estate Consumer Total Beginning balance $ 1,334 $ 3,269 $ 466 $ 2,316 $ 736 $ 8,121 Charge offs - - - - (20 ) (20 ) Recoveries 1 - - 1 3 5 Provision (credit) 43 179 43 (30 ) (35 ) 200 Ending balance $ 1,378 $ 3,448 $ 509 $ 2,287 $ 684 $ 8,306 For the Six Months Ended June 30, 2019 Commercial & industrial Commercial real estate Agricultural Residential real estate Consumer Total Beginning balance $ 1,435 $ 2,923 $ 482 $ 2,567 $ 760 $ 8,167 Charge offs (48 ) - - - (32 ) (80 ) Recoveries 1 - - 1 17 19 Provision (credit) (10 ) 525 27 (281 ) (61 ) 200 Ending balance $ 1,378 $ 3,448 $ 509 $ 2,287 $ 684 $ 8,306 16 Loans Receivable at June 30, 2020 Commercial & industrial Commercial real estate Agricultural Residential real estate Consumer Total Allowance: Ending balance: individually evaluated for impairment $ 1 $ - $ - $ 99 $ 2 $ 102 Ending balance: collectively evaluated for impairment $ 2,843 $ 3,604 $ 504 $ 2,179 $ 781 $ 9,911 Totals $ 2,844 $ 3,604 $ 504 $ 2,278 $ 783 $ 10,013 Loans: Ending balance: individually evaluated for impairment $ 1,135 $ 1,768 $ - $ 2,830 $ 118 $ 5,851 Ending balance: collectively evaluated for impairment $ 223,496 $ 373,538 $ 58,837 $ 181,951 $ 60,371 $ 898,193 Totals $ 224,631 $ 375,306 $ 58,837 $ 184,781 $ 60,489 $ 904,044 Loans Receivable at December 31, 2019 Commercial & industrial Commercial real estate Agricultural Residential real estate Consumer Total Allowance: Ending balance: individually evaluated for impairment $ 511 $ 147 $ - $ 68 $ - $ 726 Ending balance: collectively evaluated for impairment $ 1,372 $ 3,455 $ 434 $ 2,135 $ 633 $ 8,029 Totals $ 1,883 $ 3,602 $ 434 $ 2,203 $ 633 $ 8,755 Loans: Ending balance: individually evaluated for impairment $ 1,722 $ 1,558 $ - $ 2,274 $ 31 $ 5,585 Ending balance: collectively evaluated for impairment $ 149,325 $ 365,224 $ 50,994 $ 190,885 $ 62,777 $ 819,205 Totals $ 151,047 $ 366,782 $ 50,994 $ 193,159 $ 62,808 $ 824,790 Credit Risk Profile The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis includes loans with an outstanding balance greater than $100 thousand and non-homogeneous loans, such as commercial and commercial real estate loans. This analysis is performed on a quarterly basis. The Company uses the following definitions for risk ratings: Pass (grades 1 – 4): Loans which management has determined to be performing as expected and in agreement with the terms established at the time of loan origination. 17 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 June 30, 2020 and December 31, 2019. ($ in thousands) June 30, 2020 Commercial & industrial Commercial real estate - owner occupied Commercial real estate - nonowner occupied Agricultural Residential real estate HELOC Consumer Total Pass (1 - 4) $ 222,017 $ 99,699 $ 269,743 $ 58,826 $ 181,545 $ 46,273 $ 13,795 $ 891,898 Special Mention (5) 817 1,160 534 - - - - 2,511 Substandard (6) 995 282 1,984 11 3,205 304 117 6,898 Doubtful (7) 802 1,450 454 - 31 - - 2,737 Loss (8) - - - - - - - - Total Loans $ 224,631 $ 102,591 $ 272,715 $ 58,837 $ 184,781 $ 46,577 $ 13,912 $ 904,044 December 31, 2019 Commercial & industrial Commercial real estate - owner occupied Commercial real estate - nonowner occupied Agricultural Residential real estate HELOC Consumer Total Pass (1 - 4) $ 147,667 $ 96,836 $ 265,839 $ 50,994 $ 190,438 $ 47,787 $ 14,706 $ 814,267 Special Mention (5) 597 - 543 - - - - 1,140 Substandard (6) 1,444 290 1,663 - 2,689 283 32 6,401 Doubtful (7) 1,339 1,362 249 - 32 - - 2,982 Loss (8) - - - - - - - - Total Loans $ 151,047 $ 98,488 $ 268,294 $ 50,994 $ 193,159 $ 48,070 $ 14,738 $ 824,790 The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis. 18 The following tables present the Company’s loan portfolio aging analysis as of June 30, 2020 and December 31, 2019. ($ in thousands) 30-59 Days 60-89 Days Greater Than Total Past Total Loans June 30, 2020 Past Due Past Due 90 Days Past Due Due Current Receivable Commercial & industrial $ 127 $ - $ 827 $ 954 $ 223,677 $ 224,631 Commercial real estate - owner occupied - - 1,450 1,450 101,141 102,591 Commercial real estate - nonowner occupied - 149 837 986 271,729 272,715 Agricultural 31 - - 31 58,806 58,837 Residential real estate 122 13 1,525 1,660 183,121 184,781 HELOC 140 40 88 268 46,309 46,577 Consumer 17 20 23 60 13,852 13,912 Total Loans $ 437 $ 222 $ 4,750 $ 5,409 $ 898,635 $ 904,044 30-59 Days 60-89 Days Greater Than Total Past Total Loans December 31, 2019 Past Due Past Due 90 Days Past Due Due Current Receivable Commercial & industrial $ 64 $ - $ 312 $ 376 $ 150,671 $ 151,047 Commercial real estate - owner occupied - - - - 98,488 98,488 Commercial real estate - nonowner occupied - - 215 215 268,079 268,294 Agricultural 13 - - 13 50,981 50,994 Residential real estate 309 415 644 1,368 191,791 193,159 HELOC 166 91 56 313 47,757 48,070 Consumer 65 93 14 172 14,566 14,738 Total Loans $ 617 $ 599 $ 1,241 $ 2,457 $ 822,333 $ 824,790 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. 19 The following tables present impaired loan information as of and for the six months ended June 30, 2020 and 2019, and for the twelve months ended December 31, 2019: ($ in thousands) Six Months Ended Recorded Unpaid Principal Related Average Recorded Interest Income June 30, 2020 Investment Balance Allowance Investment Recognized With no related allowance recorded: Commercial & industrial $ 943 $ 1,739 $ - $ 1,899 $ 23 Commercial real estate - owner occupied 1,362 1,362 - 1,362 - Commercial real estate - nonowner occupied 406 406 - 473 5 Agricultural - - - - - Residential real estate 2,249 2,315 - 2,641 35 HELOC 63 63 66 2 Consumer 11 11 - 14 1 With a specific allowance recorded: Commercial & industrial 192 249 1 249 - Commercial real estate - owner occupied - - - - - Commercial real estate - nonowner occupied - - - - - Agricultural - - - - - Residential real estate 581 619 99 626 5 HELOC 44 44 2 51 2 Consumer - - - - - Totals: Commercial & industrial $ 1,135 $ 1,988 $ 1 $ 2,148 $ 23 Commercial real estate - owner occupied $ 1,362 $ 1,362 $ - $ 1,362 $ - Commercial real estate - nonowner occupied $ 406 $ 406 $ - $ 473 $ 5 Agricultural $ - $ - $ - $ - $ - Residential real estate $ 2,830 $ 2,934 $ 99 $ 3,267 $ 40 HELOC $ 107 $ 107 $ 2 $ 117 $ 4 Consumer $ 11 $ 11 $ - $ 14 $ 1 Three Months Ended Average Recorded Interest Income June 30, 2020 Investment Recognized ($ in thousands) With no related allowance recorded: Commercial & industrial $ 1,875 $ 15 Commercial real estate - owner occupied 1,362 - Commercial real estate - nonowner occupied 472 1 Agricultural - - Residential real estate 2,632 35 HELOC 64 1 Consumer 13 - With a specific allowance recorded: Commercial & industrial 249 - Commercial real estate - owner occupied - - Commercial real estate - nonowner occupied - - Agricultural - - Residential real estate 625 - HELOC 50 1 Consumer - - Totals: Commercial & industrial $ 2,124 $ 15 Commercial real estate - owner occupied $ 1,362 $ - Commercial real estate - nonowner occupied $ 472 $ 1 Agricultural $ - $ - Residential real estate $ 3,257 $ 35 HELOC $ 114 $ 2 Consumer $ 13 $ - 20 ($ in thousands) Twelve Months Ended Recorded Unpaid Principal Related Average Recorded Interest Income December 31, 2019 Investment Balance Allowance Investment Recognized With no related allowance recorded: Commercial & industrial $ 722 $ 1,092 $ - $ 1,377 $ 114 Commercial real estate - owner occupied - - - - - Commercial real estate - nonowner occupied 196 197 - 259 21 Agricultural - - - - - Residential real estate 1,621 1,687 - 2,001 106 HELOC 16 16 18 1 Consumer 15 15 - 19 1 With a specific allowance recorded: Commercial & industrial 1,000 1,000 511 823 49 Commercial real estate - owner occupied 1,362 1,362 147 1,362 38 Commercial real estate - nonowner occupied - - - - - Agricultural - - - - - Residential real estate 653 653 68 666 31 HELOC - - - - - Consumer - - - - - Totals: Commercial & industrial $ 1,722 $ 2,092 $ 511 $ 2,200 $ 163 Commercial real estate - owner occupied $ 1,362 $ 1,362 $ 147 $ 1,362 $ 38 Commercial real estate - nonowner occupied $ 196 $ 197 $ - $ 259 $ 21 Agricultural $ - $ - $ - $ - $ - Residential real estate $ 2,274 $ 2,340 $ 68 $ 2,667 $ 137 HELOC $ 16 $ 16 $ - $ 18 $ 1 Consumer $ 15 $ 15 $ - $ 19 $ 1 Six Months Ended Three Months Ended June 30, 2019 Average Recorded Interest Income Average Recorded Interest Income ($ in thousands) Investment Recognized Investment Recognized With no related allowance recorded: Commercial & industrial $ 1,275 $ 44 $ 1,226 $ 19 Commercial real estate - owner occupied - - - - Commercial real estate - nonowner occupied 259 10 259 3 Agricultural - - - - Residential real estate 2,065 56 2,055 27 HELOC 19 1 19 - Consumer 20 1 20 - With a specific allowance recorded: Commercial & industrial - - - - Commercial real estate - owner occupied - - - - Commercial real estate - nonowner occupied - - - - Agricultural - - - - Residential real estate 534 12 531 7 HELOC - - - - Consumer - - - - Totals: Commercial & industrial $ 1,275 $ 44 $ 1,226 $ 19 Commercial real estate - owner occupied $ - $ - $ - $ - Commercial real estate - nonowner occupied $ 259 $ 10 $ 259 $ 3 Agricultural $ - $ - $ - $ - Residential real estate $ 2,599 $ 68 $ 2,586 $ 34 HELOC $ 19 $ 1 $ 19 $ - Consumer $ 20 $ 1 $ 20 $ - 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. 21 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. During the six months ended June 30, 2020, the Company had no new TDR activity. 22 The following table represents new TDR activity for the six months ended June 30, 2019: ($ in thousands) Number of Loans Pre- Modification Recorded Balance Post Modification Recorded Balance Commercial & industrial 3 $ 763 $ 763 Total modifications 3 $ 763 $ 763 Interest Total Only Term Combination Modification Commercial & industrial $ 150 $ 613 $ - $ 763 Total modifications $ 150 $ 613 $ - $ 763 There were no TDR’s modified during the past twelve months that have subsequently defaulted. On March 27, 2020, President Trump signed 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 troubled debt restructure. As of June 30, 2020 the Company had approved 262 loan deferral requests for clients with a total dollar amount of $153.3 million. NOTE 6 – ACCOUNTING FOR CERTAIN LOANS ACQUIRED IN A TRANSFER The Company acquired loans in the acquisition of The Edon State Bank Company of Edon, Ohio, effective June 5, 2020. None of the transferred loans had evidence of deterioration of credit quality since origination, and it was probable, at acquisition, that all contractually required payments would be collected. The following table presents the carrying amount of the acquired loans included in the balance sheet as of June 30, 2020: ($ in thousands) June 30, 2020 Commercial & industrial $ 1,629 Commercial real estate - owner occupied - Commercial real estate - nonowner occupied 627 Agricultural 10,227 Residential real estate 3,632 Home equity line of credit (HELOC) - Consumer 195 Total loans $ 16,310 Accretable yield, or income expected to be collected as of June 30, 2020 is $.4 million. 23 NOTE 7 – MORTGAGE SERVICING RIGHTS Mortgage loans serviced for others are not included in the accompanying balance sheets. The unpaid principal balance of mortgage loans serviced for others approximated $1.3 billion at June 30, 2020 and $1.2 billion at December 31, 2019. Contractually specified servicing fees of approximately $1.5 million and $1.4 million were included in mortgage loan servicing fees in the consolidated income statement for the six months ended June 30, 2020 and 2019, respectively. The following table summarizes mortgage servicing rights capitalized and related amortization, along with activity in the related valuation allowance: ($ in thousands) 2020 2019 Carrying amount, January 1 $ 11,017 $ 11,365 Mortgage servicing rights capitalized during the year 2,622 1,011 Mortgage servicing rights amortization during the year (2,171 ) (714 ) Net change in valuation allowance (3,300 ) (1,398 ) Carrying amount, June 30 $ 8,168 $ 10,264 Valuation allowance: January 1 $ 1,306 $ 212 Increase 3,300 1,398 June 30 $ 4,606 $ 1,610 NOTE 8 – GOODWILL Goodwill is recorded on the acquisition date of an entity. During the measurement period, the Company may record subsequent adjustments to goodwill for provisional amounts recorded at the acquisition date. The acquisition of The Edon State Bank Company of Edon, Ohio, on June 5, 2020 and the purchase of an Ohio- based Title agency through a newly-formed, wholly-owned subsidiary, SBFG Title, LLC, on March 15, 2019 resulted in approximately $4.3 million and $1.4 million respectively, in goodwill. Due to the impact of COVID-19 on the economy and the banking industry, the Company evaluated goodwill as of June 30,2020. This evaluation determined that no triggering event had occurred since the last goodwill impairment test was conducted. A summary of the activity in goodwill is presented below: Six Months Ended June 30, 2020 June 30, 2019 ($ in thousands) Carrying Amount Carrying Amount Beginning balance $ 17,792 $ 16,353 Acquired goodwill 4,325 1,439 Ending balance $ 22,117 $ 17,792 Goodwill is not amortized but is evaluated for impairment annually, and on an interim basis if events or changes in circumstances indicate that goodwill might be impaired. Impairment exists when the carrying value of goodwill exceeds its fair value. 24 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 June 30, 2020 and December 31, 2019. June 30, 2020 December 31, 2019 ($ in thousands) Notional Fair Notional Fair Amount Value Amount Value Asset Derivatives Derivatives not designated as hedging instruments Interest rate swaps associated with loans $ 92,019 $ 9,833 $ 82,826 $ 2,846 IRLCs 59,293 392 16,347 55 Total contracts $ 151,312 $ 10,225 $ 99,173 $ 2,901 Liability Derivatives Derivatives not designated as hedging instruments Interest rate swaps associated with loans $ 92,019 $ (9,833 ) $ 82,826 $ (2,846 ) Forward contracts 70,500 (392 ) 22,000 (32 ) Total contracts $ 162,519 $ (10,225 ) $ 104,826 $ (2,878 ) 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. 25 The following table presents the amounts included in the consolidated statements of income for non-hedging derivative financial instruments for the six months ended June 30, 2020 and 2019. Amount of gain (loss) ($ in thousands) Statement of income classification 2020 2019 Interest rate swap contracts Other income $ 228 $ 161 Interest rate swap contracts Other expense - - IRLCs Gain on sale of mortgage loans & OMSR 337 (23 ) Forward contracts Gain on sale of mortgage loans & OMSR (360 ) (70 ) The following table shows the offsetting of financial assets and derivative assets at June 30, 2020 and December 31, 2019. 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 June 30, 2020 Interest rate swaps $ 9,833 $ - $ 9,833 $ - $ - $ 9,833 December 31, 2019 Interest rate swaps $ 2,901 $ 55 $ 2,846 $ - $ - $ 2,846 The following table shows the offsetting of financial liabilities and derivative liabilities at June 30, 2020 and December 31, 2019. 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 June 30, 2020 Interest rate swaps $ 9,833 $ - $ 9,833 $ - $ 9,534 $ 299 December 31, 2019 Interest rate swaps $ 2,901 $ 55 $ 2,846 $ - $ 3,242 $ (396 ) NOTE 10 – SHORT-TERM BORROWINGS ($ in thousands) June 30, 2020 December 31, 2019 Securities Sold Under Repurchase Agreements $ 23,826 $ 12,945 Totals $ 23,826 $ 12,945 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. These securities have various maturity dates from 2022 through 2044. As of June 30, 2020, these repurchase agreements were secured by agency securities and mortgage-backed securities with corresponding liabilities of $8.9 million and $15.4 million, respectively. 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, which as of June 30, 2020 had none drawn. At June 30, 2020, the Company had $82.7 million in available collateral, of which none was pledged. 26 The Company participated in the Paycheck Protection Program (“PPP”) and has the ability to borrow from the Federal Reserve’s special purpose Paycheck Protection Program Liquidity Facility (“PPPLF”) for additional funding. At June 30, 2020 there were no borrowings from the PPPLF. At June 30, 2020 and December 31, 2019, the Company had $41.0 million in federal funds lines, of which none were drawn. NOTE 11 – FEDERAL HOME LOAN BANK ADVANCES The FHLB advances were secured by $154.5 million in mortgage loans at June 30, 2020. Advances, at interest rates from 1.84 to 2.93 percent, are subject to restrictions or penalties in the event of prepayment. Aggregate annual maturities of FHLB advances at June 30, 2020 were: ($ in thousands) Debt 2020 $ 5,000 2021 2,500 2022 3,000 2023 2,500 Total $ 13,000 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 percent 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 June 30, 2020 and December 31, 2019 was $10.3 million, with a maturity date of September 15, 2035. NOTE 13 – FAIR VALUE OF ASSETS AND LIABILITIES Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis, recognized in the accompanying balance sheets, as well as the general classifications of such assets pursuant to the valuation hierarchy. 27 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 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 fall at June 30, 2020 and December 31, 2019. 28 ($ in thousands) Fair Values at 06/30/2020 (Level 1) (Level 2) (Level 3) U.S. Treasury and Government Agencies $ 7,185 $ - $ 7,185 $ - Mortgage-backed securities 84,932 - 84,932 - State and political subdivisions 12,172 - 12,172 - Interest rate contracts - assets 9,833 - 9,833 - Interest rate contracts - liabilities (9,833 ) - (9,833 ) - Forward contracts (392 ) (392 ) - - IRLCs 392 - - 392 ($ in thousands) Fair Values at 12/31/2019 (Level 1) (Level 2) (Level 3) U.S. Treasury and Government Agencies $ 12,202 $ - $ 12,202 $ - Mortgage-backed securities 78,182 - 78,182 - State and political subdivisions 10,564 - 10,564 - Interest rate contracts - assets 2,846 - 2,846 - Interest rate contracts - liabilities (2,846 ) - (2,846 ) - Forward contracts (32 ) (32 ) - - IRLCs 55 - - 55 Level 1 – Quoted Prices in Active Markets for Identical Assets Level 2 – Significant Other Observable Inputs Level 3 – Significant Unobservable Inputs The following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. Collateral-dependent Impaired Loans, Net of ALLL Loans for which it is probable the Company will not collect all principal and interest due according to contractual terms are measured for impairment. The estimated fair value of collateral-dependent impaired loans is based on the appraised value of the collateral, less estimated cost to sell. Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy. This method requires obtaining an independent appraisal of the collateral, which is reviewed for accuracy and consistency by Credit Administration. These appraisers are selected from the list of approved appraisers maintained by management. The appraised values are reduced by applying a discount factor to the value based on the Company’s loan review policy. All impaired loans held by the Company were collateral dependent at June 30, 2020 and December 31, 2019. 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. 29 ($ in thousands) Fair values at 06/30/2020 (Level 1) (Level 2) (Level 3) Impaired loans $ 2,457 $ - $ - $ 2,457 Mortgage servicing rights 8,168 - - 8,168 IRLCs 392 - - 392 ($ in thousands) Fair values at 12/31/2019 (Level 1) (Level 2) (Level 3) Impaired loans $ 2,527 $ - $ - $ 2,527 Mortgage servicing rights 5,084 - - 5,084 IRLCs 55 - - 55 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. Fair value at Valuation Range (weighted- ($ in thousands) 6/30/2020 technique Unobservable inputs average) Collateral-dependent impaired loans $ 2,457 Market comparable properties Comparability adjustments (%) 0 - 30% (23 )% Mortgage servicing rights 8,168 Discounted cash flow Discount Rate 8.71 % Constant prepayment rate 18.43 % IRLCs 392 Discounted cash flow P&I earnings credit 0.18 % T&I earnings credit 0.30 % Inflation for cost of servicing 1.50 % Fair Value at Valuation Range (weighted- ($ in thousands) 12/31/2019 technique Unobservable inputs average) Collateral-dependent impaired loans $ 2,527 Market comparable properties Comparability adjustments (%) 2 - 62% (28 )% Mortgage servicing rights 5,084 Discounted cash flow Discount Rate 9.36 % Constant prepayment rate 10.19 % IRLCs 55 Discounted cash flow P&I earnings credit 1.78 % T&I earnings credit 1.93 % Inflation for cost of servicing 1.50 % There were no changes in the inputs or methodologies used to determine fair value at June 30, 2020 as compared to December 31, 2019. The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value. Cash and Due From Banks, Federal Reserve and Federal Home Loan Bank Stock and Accrued Interest Receivable and Payable The carrying amount approximates the fair value. 30 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 March 31, 2020 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 June 30, 2020 and December 31, 2019. 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 June 30, 2020 and December 31, 2019 and are not considered significant to this presentation. Trust Preferred Securities The fair value for Trust Preferred Securities is estimated by discounting the cash flows using an appropriate discount rate. The following table presents estimated fair values of the Company’s other financial instruments carried at other than fair value. The fair values of certain of these instruments were calculated by discounting expected cash flows, which involves significant judgments by management and uncertainties. Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Because no market exists for certain of these financial instruments, and because management does not intend to sell these financial instruments, the Company does not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate. 31 ($ in thousands) Carrying Fair Fair value measurements using June 30, 2020 amount value (Level 1) (Level 2) (Level 3) Financial assets Cash and due from banks $ 85,661 $ 85,661 $ 85,661 $ - $ - Interest bearing time deposits 10,542 10,542 10,542 - - Loans held for sale 13,742 14,316 - 14,316 - Loans, net of allowance for loan losses 891,534 883,035 - - 883,035 Federal Reserve and FHLB Bank stock, at cost 4,837 4,837 - 4,837 - Interest receivable 4,272 4,272 - 4,272 - Financial liabilities Deposits $ 990,587 $ 993,662 $ 733,747 $ 259,915 $ - Short term borrowings 23,826 23,826 - 23,826 - FHLB advances 13,000 13,352 - 13,352 - Trust preferred securities 10,310 7,692 - 7,692 - Interest payable 929 929 - 929 - ($ in thousands) Carrying Fair Fair value measurements using December 31, 2019 amount value (Level 1) (Level 2) (Level 3) Financial assets Cash and due from banks $ 27,064 $ 27,064 $ 27,064 $ - $ - Loans held for sale 7,258 7,419 - 7,419 - Loans, net of allowance for loan losses 816,755 804,808 - - 804,808 Federal Reserve and FHLB Bank stock, at cost 4,648 4,648 - 4,648 - Interest receivable 3,106 3,106 - 3,106 - Financial liabilities Deposits $ 840,219 $ 840,272 $ 582,466 $ 257,806 $ - Repurchase agreements 12,945 12,945 - 12,945 - FHLB advances 16,000 16,149 - 16,149 - Trust preferred securities 10,310 9,201 - 9,201 - Interest payable 1,191 1,191 - 1,191 - NOTE 14 – 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 “2008 Plan” and, together with the 2017 Plan, the “Plans”). 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 57,219 shares had been granted under the plan as of June 30, 2020. The 2008 Plan, which was approved by the Company’s shareholders in April 2008, permitted the grant or award of incentive stock options, nonqualified stock options, stock appreciation rights, and restricted stock for up to 250,000 common shares of the Company. While awards granted under the 2008 Plan remain outstanding, no further awards could be granted under the 2008 Plan after April 2018. The Plans are 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 Plans permit 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. 32 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 was estimated on the date of grant using the Black-Scholes valuation model. No options were granted in the first six months of 2020. A summary of stock option activity under the Company’s plans as of June 30, 2020 and changes during the quarter then ended, is presented below: ($ in thousands - except per share data) Shares Weighted- Average Exercise Price Weighted- Average Remaining Term Aggregate Intrinsic Value Outstanding, December 31, 2019 28,250 $ 6.98 Granted - - Exercised (26,950 ) 6.98 Forfeited - - Expired (1,300 ) 6.98 Outstanding, June 30, 2020 - - - - Exercisable, June 30, 2020 - $ - - $ - All stock options included in the table above were granted under the 2008 Plan. These shares had an expiration date of February 17, 2020. During the first six months, the 26,950 option shares exercised had a total intrinsic value of $0.3 million and the cash received from these exercised options was $0.2 million. The tax benefit from these transactions was immaterial. On February 17, 2020, the remaining 1,300 unexercised option shares expired. As of June 30, 2020, there were no outstanding or exercisable options remaining, and no unrecognized compensation cost related to stock option awards granted under the 2008 Plan. On February 5, 2013, the Company adopted a Long Term Incentive (LTI) Plan. The Plan awards restricted stock in the Company to certain key executives under the Plans. These restricted stock awards vest over a four-year period and are intended to assist the Company in retention of key executives. During 2019, the Company met certain performance targets and restricted stock awards were approved and issued in February of 2020. The compensation cost charged against income for the LTI Plan was $0.1 million, with a total income tax benefit recognized in the income statement of $0.02 million. As of June 30, 2020, there was $0.57 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements related to the restricted stock awards under the Plans 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. A summary of restricted stock activity under the Company’s plans as of June 30, 2020 and changes during the quarter then ended, is presented below: Shares Weighted- Average Value per Share Nonvested, December 31, 2019 43,741 $ 17.41 Granted 16,442 19.57 Vested (17,426 ) 16.45 Forfeited (750 ) 16.05 Nonvested, June 30, 2020 42,007 $ 18.67 NOTE 15 – 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 June 30, 2020, will not have a material adverse effect on the consolidated financial position, results of operations and cash flow of the Company. 33 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, 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, 2019 and under the heading “Item 1A. Risk Factors” of Part II of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as supplemented by “Item 1A. Risk Factors” of Part II of this Quarterly Report on Form 10-Q. 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. 34 Rurban Statutory Trust II (“RST II”) was established in August 2005. In September 2005, RST II completed a pooled private offering of 10,000 Trust Preferred Securities with a liquidation amount of $1,000 per security. The proceeds of the offering were loaned to the Company in exchange for junior subordinated debentures of the Company with terms substantially similar to the Trust Preferred Securities. The sole assets of RST II are the junior subordinated debentures, and the back-up obligations, in the aggregate, constitute a full and unconditional guarantee by the Company of the obligations of RST II. RFCBC, Inc. (“RFCBC”) is an Ohio corporation and wholly-owned subsidiary of the Company that was incorporated in August 2004. RFCBC operates as a loan subsidiary in servicing and working out problem loans. State Bank Insurance, LLC (“SBI”) is an Ohio corporation and a wholly-owned subsidiary of State Bank 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 (“SBFG 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 Group, Inc. 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, 2019 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. 35 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 June 30, 2020 compared to Three Months Ended June 30, 2019 Net Income: Net income for the second quarter of 2020 was $3.7 million compared to net income of $2.6 million for the second quarter of 2019, an increase of 39 percent. Earnings per diluted share (EPS) of $0.47 were up 42 percent from EPS of $0.33 for the second quarter of 2019. During the quarter, the Company incurred a temporary impairment of $1.1 million to its mortgage servicing rights and expensed $1.2 million for costs related to the Edon acquisition. The quarterly results include 26 days of earnings from the Edon acquisition. The impact of the COVID-19 pandemic has continued to constrain our ability to grow our revenue as we have reduced our outside calling efforts. In response, we have actively participated in the Paycheck Protection Program (“PPP”) and have disbursed nearly $83 million to small business clients. In addition, the Company has approved over $195 million in loan deferrals to clients. Anticipated further government action will impact our consolidated financial results during the remainder of 2020 although specific details cannot be determined at this time. Provision for Loan Losses: The second quarter provision for loan losses was $1.3 million compared to $0.2 million for the year-ago quarter. Net charge-offs for the quarter were $0.24 million compared to $0.02 million for the year-ago quarter. Total delinquent loans ended the quarter at $5.4 million, or 0.60 percent of total loans, which is down $0.1 million from the prior year. The Company set aside additional loan loss reserves due to the unknown future impact of COVID-19 on our client base. Asset Quality Review – For the Period Ended ($ in thousands) June 30, 2020 June 30, 2019 Net charge-offs – QTD/YTD $ 244/$641 $ 15/$62 Nonaccruing loans 6,534 3,106 Accruing Trouble Debt Restructures 804 814 Nonaccruing and restructured loans 7,338 3,920 OREO / OAO 382 530 Nonperforming assets 7,720 4,450 Nonperforming assets/Total assets 0.64 % 0.43 % Allowance for loan losses/Total loans 1.11 % 1.02 % Allowance for loan losses/Nonperforming loans 136.4 % 211.9 % 36 Consolidated Revenue: Total revenue, consisting of net interest income and noninterest income, was $17.5 million for the second quarter of 2020, an increase of $5.0 million, or 40 percent, from the $12.5 million generated during the second quarter of 2019. The Edon acquisition, which closed June 5, 2020, added $0.1 million in revenue for the second quarter of 2020. Net interest income was $8.9 million, which is up $0.04 million from the prior year second quarter’s $8.8 million. The Company’s earning assets increased $158.8 million, coupled with a 93 basis point decrease in the yield on earning assets. The net interest margin (FTE) for the second quarter of 2020 was 3.32 percent compared to 3.88 percent for the second quarter of 2019. The margin was impacted by the $82.7 million in PPP loans outstanding at June 30, 2020, with a coupon rate of 1.0 percent. The Company booked $0.3 million in deferred fees and $0.2 million in interest income in the quarter related to these PPP loans. Funding costs for interest bearing liabilities for the second quarter of 2020 were 0.89 percent compared to 1.28 percent for the prior year second quarter. Noninterest income was $8.6 million for the second quarter of 2020, which was up $4.9 million from the prior year second quarter’s $3.7 million. In addition to the mortgage revenue detailed below, gains from the sale of non-mortgage loans was $0.1 million and wealth management revenue was $0.8 million. Impairment of our mortgage servicing rights reduced noninterest income by $1.1 million in the quarter. Our title agency contributed revenue of $0.6 million in the second quarter of 2020, up $0.3 million from the prior year. Noninterest income as a percentage of average assets for the second quarter of 2020 was 2.95 percent compared to 1.45 percent for the prior year second quarter. State Bank originated $223.7 million of mortgage loans for the second quarter of 2020, of which $204.6 million was sold with the remainder in loans held for investment. This compares to $98.5 million for the second quarter of 2019, of which $71.0 million was sold with the remainder in loans held for investment. The significant increase in volume from the prior year was the result of lower interest rates that drove higher re-finance volume. These second quarter 2020 originations and subsequent sales resulted in $8.1 million of gains, up $6.4 million from the gains for the second quarter of 2019. Net mortgage banking revenue was $6.2 million for the second quarter of 2020 compared to $1.2 million for the second quarter of 2019. The 2020 second quarter included a $1.1 million negative valuation impairment on our mortgage servicing rights compared to a negative impairment of $0.7 million for the second quarter of 2019, due to increased prepayment speeds and expected higher default rates due to COVID-19 concerns. Consolidated Noninterest Expense: Noninterest expense for the second quarter of 2020 was $11.7 million, which was up $2.6 million compared to $9.1 million in the prior-year second quarter. The second quarter of 2020 included higher commission and incentives on mortgage sales of $0.8 million and the expenses from our title agency of $0.4 million, which was up $0.11 million from the prior year. Included in the second quarter 2020 expense total was $1.4 million in costs related to the acquisition of Edon. 37 Income Taxes: Income taxes for the second quarter of 2020 were $0.9 million (effective rate 19.2 percent) compared to $0.6 million (effective rate 18.3 percent) for the second quarter of 2019. The higher tax expense was driven by higher earnings. Six Months Ended June 30, 2020 compared to Six Months Ended June 30, 2019 Net Income : Net income for the first six months of 2020 was $4.3 million compared to net income of $4.9 million for the first six months of 2019, a decrease of 10.7 percent. Earnings per diluted share (EPS) for the period of $0.56 were down 8.2 percent from EPS of $0.61 for the prior year six-month period. Provision for Loan Losses : The provision for loan losses for the first six months of 2020 was $1.9 million compared to $0.2 million for the prior year first six months. Net charge offs for the period were $0.6 million compared to net charge offs of $0.06 million for the prior year six month period. Consolidated Revenue : Total revenue, consisting of net interest income and noninterest income, was $28.2 million for the first six months of 2020, an increase of $4.3 million, or 18.2 percent, from the $23.9 million generated during the 2019 first six months. Net interest income was $17.4 million, which is up $0.2 million from net interest income of $17.2 million for the prior year first six months. The Company’s earning assets increased $158.8 million, and had a 93 basis point decrease in the yield on earning assets for the first six months of 2020. The net interest margin (FTE) for the first six months of 2020 was 3.40 percent compared to 3.84 percent for the first six months of 2019. Funding cost for interest bearing liabilities for the first six months of 2020 were 1.00 percent compared to 1.24 percent for the prior year first six months. Noninterest income was $10.8 million for the 2020 first six months, which is up $4.1 million from noninterest income of $6.7 million for the prior year first six months. In addition to the mortgage revenue detailed below, gains from the sale of non-mortgage loans was $0.2 million, compared to $0.5 million for the same period in 2019. For the first six months, the Company had a mortgage servicing rights impairment of $3.3 million. State Bank originated $325.0 million of mortgage loans during the first six months of 2020, of which $289.1 million of loans were sold with the remainder of loans held for investment. These levels were up 117 percent and 153 percent, respectively, as compared to the prior year first six months. Consolidated Noninterest Expense: Noninterest expense for the first six months of 2020 was $21.1 million, which is up $3.3 million compared to $17.7 million in the prior year first six months. The increase in noninterest expenses compared to the prior year was due to increased mortgage commission, expenses for SBFG Title and $1.2 million in Edon merger expenses. Income Taxes: Income taxes for the first six months of 2020 were $0.9 million (effective rate 17.1 percent) compared to $1.1 million (effective rate 18.1 percent) for the first six months of 2019. Changes in Financial Condition Total assets at June 30, 2020 were $1,202.9 million, an increase of $164.4 million or 15.8 percent since December 2019 year end. Total loans, net of unearned income, were $901.5 million as of June 30, 2020, up $76.0 million from year-end, an increase of 9.2 percent. Total PPP balances added $82.9 million to our total loans at June 30, 2020. Total deposits at June 30, 2020 were $990.6 million, an increase of $150.4 million or 17.9 percent since 2019 year end. Borrowed funds (consisting of FHLB advances, and REPOs) totaled $36.8 million at June 30, 2020. This is up from year-end when borrowed funds totaled $28.9 million due to an increase in REPOs. Total equity for the Company of $137.9 million now stands at 11.5 percent of total assets compared to the December 31, 2019 level of $136.1 million and 13.1 percent of total assets. The reduction in equity is due to the acquisition of Edon partially offset by net income. 38 The allowance for loan loss of $10.0 million is up $1.3 million from the December 2019 year end level. The allowance to loan level is 1.11 percent, which is considered appropriate by management given the risk profile of the portfolio. Capital Resources As of June 30, 2020, based on the computations for the FFIEC 041 Consolidated Reports of Condition and Income filed by State Bank with the Federal Reserve, State Bank was classified as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, State Bank must maintain capital ratios as set forth in the table below. There are no conditions or events since June 30, 2020 that management believes have changed State Bank’s capital classification. State Bank’s actual capital levels and ratios as of June 30, 2020 and December 31, 2019 are presented in the following table. Capital levels are presented for State Bank only as the Company is exempt from quarterly reporting on capital levels at the holding company level: For Capital To Be Well Capitalized Under Adequacy Prompt Corrective ($ in thousands) Actual Purposes Action Procedures As of June 30, 2020 Amount Ratio Amount Ratio Amount Ratio Tier I Capital to average assets $ 117,385 10.36 % $ 45,329 4.0 % $ 56,662 5.0 % Tier I Common equity capital to risk-weighted assets 117,385 11.97 % 44,117 4.5 % 63,725 6.5 % Tier I Capital to risk-weighted assets 117,385 11.97 % 58,823 6.0 % 78,430 8.0 % Total Risk-based capital to risk-weighted assets 127,398 12.99 % 78,430 8.0 % 98,038 10.0 % As of December 31, 2019 Tier I Capital to average assets $ 116,884 11.36 % $ 41,165 4.0 % $ 51,456 5.0 % Tier I Common equity capital to risk-weighted assets 116,884 12.46 % 42,204 4.5 % 60,962 6.5 % Tier I Capital to risk-weighted assets 116,884 12.46 % 56,273 6.0 % 75,030 8.0 % Total Risk-based capital to risk-weighted assets 125,639 13.40 % 75,030 8.0 % 93,788 10.0 % Effective January 1, 2015, new regulatory capital requirements commonly referred to as “Basel III” were implemented and are reflected in the June 30, 2020 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 $214.2 million at June 30, 2020, compared to $135.3 million at December 31, 2019. 39 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 $619.0 million at June 30, 2020 and $610.9 million at December 31, 2019, 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 June 30, 2020, 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 six months ended June 30, 2020 and 2019 follows. The Company experienced negative cash flows from operating activities for the six months ended June 30, 2020 and positive cash flows from operating activities for the six months ended June 30, 2019. Net cash used by operating activities was $.3 million for the six months ended June 30, 2020 and net cash provided by operating activities was $.8 million for the six months ended June 30, 2019. Highlights for the current year include $289.1 million in proceeds from the sale of loans, which is up $172.1 million from the prior year. Originations of loans held for sale was a use of cash of $287.9 million, which is up from the prior year by $168.3 million. For the six months ended June 30, 2020, there was a gain on sale of loans of $10.3 million, and depreciation and amortization of $0.9 million. The Company experienced negative cash flows from investing activities for the six months ended June 30, 2020 and June 30, 2019. Net cash flows used in investing activities was $43.8 million for the six months ended June 30, 2020 and $39.0 million for the six months ended June 30, 2019. Highlights for the six months ended June 30, 2020 include net cash provided from the acquisition of Edon of $16.2 million. Purchases of available-for-sale securities was $61.9 million, which is up $53.1 million from the prior year. These cash payments were offset by $61.8 million in proceeds from maturities and sales of securities, which is up $52.8 million from the prior six-month period. The Company experienced a $60.5 million increase in loans, which is up $17.9 million from the prior year six-month period. The Company experienced positive cash flows from financing activities for the six months ended June 30, 2020 and June 30, 2019. Net cash flow provided by financing activities was $102.8 million for the six months ended June 30, 2020 and $32.6 million for the six months ended June 30, 2019. Highlights for the current period include a $109.8 million increase in transaction deposits for the six months ended June 30, 2020, which is up $105.6 from the prior year. Certificates of deposit decreased by $10.5 million in the current year compared to an increase of $32.6 million for the prior year. ALCO uses an economic value of equity (“EVE”) analysis to measure risk in the balance sheet incorporating all cash flows over the estimated remaining life of all balance sheet positions. The EVE analysis calculates the net present value of the Company’s assets and liabilities in rate shock environments that range from -400 basis points to +400 basis points. The likelihood of a significant decrease in rates as of June 30, 2020 and December 31, 2019 was considered unlikely given the current interest rate environment and therefore, only the minus 100 basis point rate change was included in this analysis as of June 30, 2020 and only the minus 100 and minus 200 basis point rate change was included in this analysis as of December 31, 2019. The results of this analysis are reflected in the following tables for June 30, 2020 and December 31, 2019. 40 Economic Value of Equity June 30, 2020 ($ in thousands) Change in rates $ Amount $ Change % Change +400 basis points $ 239,815 $ 66,927 38.71 % +300 basis points 226,285 53,397 30.89 % +200 basis points 211,294 38,406 22.21 % +100 basis points 193,783 20,895 12.09 % Base Case 172,888 - - -100 basis points 146,777 (26,111 ) -15.10 % Economic Value of Equity December 31, 2019 ($ in thousands) Change in rates $ Amount $ Change % Change +400 basis points $ 222,686 $ 26,861 13.72 % +300 basis points 218,252 22,427 11.45 % +200 basis points 212,838 17,013 8.69 % +100 basis points 205,405 9,580 4.89 % Base Case 195,825 - - -100 basis points 180,152 (15,673 ) -8.00 % -200 basis points 156,430 (39,395 ) -20.12 % 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 $619.0 million were pledged to meet FHLB collateralization requirements as of June 30, 2020. Based on the current collateralization requirements of the FHLB, the Company had approximately $116.5 million of additional borrowing capacity at June 30, 2020. The Company also had $39.7 million in unpledged securities available to pledge for additional borrowings. The Company’s contractual obligations as of June 30, 2020 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 $13.0 million and Trust Preferred Securities of $10.3 million. Total time deposits at June 30, 2020 were $256.8 million, of which $70.2 million mature beyond one year. In addition, as of June 30, 2020, the Company had commitments to sell mortgage loans totaling $78.2 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. 41 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. 42 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, 2019. 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 Executi ve 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 June 30, 2020, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 43 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, 2019 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 te quarter ended March 31, 2020. The following information supplements our risk factors previously disclosed in “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and in “Item 1A. Risk Factors” of Part II of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. As a participating lender in the SBA Paycheck Protection Program (“PPP”), State Bank is subject to additional risks of litigation from its customers or other parties regarding State Bank’s processing of loans for the PPP and risks that the SBA may not fund some or all PPP loan guaranties. On March 27, 2020, President Trump signed the CARES Act, which included a loan program administered through the SBA referred to as the PPP. Under the PPP, small businesses and other entities and individuals can apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. State Bank has participated as a lender in the PPP. The PPP opened on April 3, 2020; however, because of the short timeframe between the passing of the CARES Act and the opening of the PPP, there was some ambiguity in the laws, rules and guidance regarding the operation of the PPP, which exposes State Bank to risks relating to noncompliance with the PPP. Since the opening of the PPP, several other larger banks have been subject to litigation regarding the process and procedures that such banks used in processing applications for the PPP and claims related to agent fees. State Bank may be exposed to the risk of similar litigation, from both customers and non-customers that approached State Bank regarding PPP loans, regarding its process and procedures used in processing applications for the PPP, or litigation from agents with respect to agent fees. If any such litigation is filed against State Bank and is not resolved in a favorable manner, it may result in significant financial liability or adversely affect the Company’s reputation. In addition, litigation can be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP-related litigation could have a material adverse impact on our business, financial condition and results of operations. State Bank also has credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which a PPP loan was originated, funded, or serviced by State Bank, such as an issue with the eligibility of a borrower to receive a PPP loan, which may or may not be related to the ambiguity in the laws, rules and guidance regarding the operation of the PPP. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, funded, or serviced by State Bank, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from State Bank. 44 Operational impacts from the COVID-19 pandemic could adversely affect our business, financial condition and results of operations. In response to COVID-19, the Company has modified its business practices with a portion of employees working remotely from their homes to limit interruptions to operations as much as possible and to help reduce the risk of COVID-19 infecting entire departments. Reduced workforces which may be caused by, but not limited to, illness, quarantine, stay at home or other government mandates, or difficulties transitioning back to an in office environment, could result in an adverse impact to the Company’s operations and financial performance. Employees with health conditions putting them at higher risk of adverse effects from COVID-19 are working remotely. The Company is encouraging virtual meetings and conference calls in place of in-person meetings, including the annual shareholders meeting which was held via teleconference this year. Additionally, travel has been restricted. The Company is promoting social distancing, frequent hand washing and thorough disinfection of all surfaces. State Bank’s financial service location lobbies have been closed for periods of time except for advance appointments only. Branch drive-ups, call center, ATMs and online/mobile banking services continue to operate and are the preferred option of service. Even with the precautions undertaken, the continued spread or prolonged impact of COVID-19 could negatively impact the availability of key personnel or significant numbers of the Company’s staff, who are necessary to conduct the Company’s business. Further, technology in employees’ homes may not be as robust as in the Company’s offices and could cause the networks, information systems, applications, and other tools available to employees to be more limited or less reliable than in our offices. The continuation of these work-from-home measures also introduces additional operational risk, including increased cybersecurity risk. These cybersecurity risks include greater phishing, malware, and other cybersecurity attacks, vulnerability to disruptions of the Company’s information technology infrastructure and telecommunications systems for remote operations, increased risk of unauthorized dissemination of confidential information, limited ability to restore the systems in the event of a systems failure or interruption, greater risk of a security breach resulting in destruction or misuse of valuable information, and potential impairment of the Company’s ability to perform critical functions, including wiring funds, all of which could expose the Company to risks of data or financial loss, litigation and liability and could seriously disrupt operations and the operations of any impacted customers. The Company also relies on many third parties in business operations, including appraisers of real property collateral, vendors that supply essential services such as loan servicers, providers of financial information, systems and analytical tools and providers of electronic payment and settlement systems, and local and federal government agencies, offices, and courthouses. In light of the developing measures responding to the pandemic, many of these entities may limit the availability and access of their services. For example, loan originations could be delayed due to the limited availability of real estate appraisers for the underlying collateral. Loan closings could be delayed due to reductions in available staff in recording offices or the closing of courthouses in certain counties, which slows the process for title work, and mortgage and UCC filings in those counties. If the third-party service providers continue to have limited capacities for a prolonged period or if additional limitations or potential disruptions in these services materialize, it may negatively affect the Company’s operations. The Company may be exposed to increased interest rate risk as a result of the COVID-19 pandemic. The Company’s net interest income, lending activities, deposits and profitability could be negatively affected by volatility in interest rates caused by uncertainties stemming from COVID-19. In March 2020, the Federal Reserve lowered the target range for the federal funds rate to a range from 0% to 0.25%, citing concerns about the impact of COVID-19 on markets and stress in the energy sector. A prolonged period of extremely volatile and unstable market conditions would likely increase the Company’s funding costs and negatively affect market risk mitigation strategies. Higher revenue volatility from changes in interest rates and spreads to benchmark indices could cause a loss of future net interest income and a decrease in the fair market values of the Company’s assets. Fluctuations in interest rates will impact both the level of income and expense recorded on most of the Company’s assets and liabilities and the market value of all interest-earning assets and interest-bearing liabilities, which in turn could have a material adverse effect on the Company’s net income, results of operations and financial condition. Low rates increase the risk in the U.S. of a negative interest rate environment in which interest rates drop below zero, either broadly or for some types of instruments. Such an occurrence would likely further reduce the interest the Company earns on loans and other earning assets, while also likely requiring the Company to pay to maintain its deposits with the Federal Reserve. The Company’s systems may not be able to adequately handle a negative interest rate environment and not all variable rate instruments are designed for such a circumstance. The Company cannot predict the nature or timing of future changes in monetary policies in response to the outbreak or the precise effects that they may have on the Company’s activities and financial results. 45 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds (a) Not Applicable (b) Not Applicable (c) Repurchases of Common Shares The Company announced on June 21, 2019, a share repurchase program authorizing the repurchase of up to 400,000 common shares of the Company through December 31, 2019. On February 7, 2020, the Company announced that its board of directors has authorized the extension of the Company’s share repurchase program through December 31, 2020. The table below sets forth information regarding common shares repurchased by the Company during the quarter ended June 30, 2020. Period (a) Total Number of Shares Purchased (b) Weighted Average Price Paid per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs 04/01/20 - 04/30/20 46,046 $ 13.69 46,046 44,716 05/01/20 - 05/31/20 44,716 15.09 44,716 - 06/01/20 - 06/30/20 - 0.00 - - Total 90,762 $ 14.38 90,762 - On July 21, 2020, the Company announced a new share repurchase program authorizing the repurchase of up to 500,000 common shares of the Company through December 31, 2021. 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) 46 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: August 7, 2020 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 47