SB FINANCIAL GROUP, INC. 10-Q

Item 1. Financial Statements SB Financial Group, Inc. Condensed Consolidated Balance Sheets ($ in thousands) March 2022 December 2021 (unaudited) (audited) Assets Cash and due from banks $ 130,003 $ 149,511 Interest bearing time deposits 1,894 2,643 Available-for-sale securities 265,311 263,259 Loans held for sale 4,737 7,472 Loans, net of unearned income 850,671 822,714 Allowance for loan losses ( 13,804 ) ( 13,805 ) Premises and equipment, net 23,039 23,212 Federal Reserve and Federal Home Loan Bank Stock, at cost 5,303 5,303 Foreclosed assets and other assets held for sale, net 527 2,104 Interest receivable 2,815 2,920 Goodwill 23,239 23,191 Cash value of life insurance 17,932 17,867 Mortgage servicing rights 13,135 12,034 Other assets 10,328 12,429 Total assets $ 1,335,130 $ 1,330,854 Liabilities and shareholders’ equity Liabilities Deposits Non interest bearing demand $ 252,273 $ 247,044 Interest bearing demand 211,152 195,464 Savings 236,394 237,571 Money market 289,699 276,462 Time deposits 148,553 156,504 Total deposits 1,138,071 1,113,045 Repurchase agreements 19,035 15,320 Federal Home Loan Bank advances 5,500 5,500 Trust preferred securities 10,310 10,310 Subordinated debt net of issuance costs 19,558 19,546 Interest payable 536 299 Other liabilities 9,483 21,905 Total liabilities 1,202,493 1,185,925 Commitments & Contingent Liabilities Shareholders’ Equity Preferred stock, no par value; authorized 200,000 shares; 2022 - 0 shares outstanding, 2021 - 0 shares outstanding - - Common stock, no par value; authorized 10,500,000 shares; 2022 - 8,525,375 shares issued, 2021 - 8,180,712 shares issued 61,319 54,463 Additional paid-in capital 14,872 14,944 Retained earnings 94,833 99,716 Accumulated other comprehensive loss ( 13,659 ) ( 1,845 ) Treasury stock, at cost; (2022 - 1,414,624 common shares, 2021 - 1,296,382 common shares) ( 24,728 ) ( 22,349 ) Total shareholders’ equity 132,637 144,929 Total liabilities and shareholders’ equity $ 1,335,130 $ 1,330,854 See notes to condensed consolidated financial statements (unaudited) Note: The balance sheet at December 31, 2021 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 March March 2022 2021 Interest Income Loans Taxable $ 8,052 $ 9,926 Tax exempt 61 48 Securities Taxable 1,235 643 Tax exempt 47 88 Total interest income 9,395 10,705 Interest Expense Deposits 618 962 Repurchase agreements & other 13 11 Federal Home Loan Bank advance expense 39 56 Trust preferred securities expense 53 51 Subordinated debt expense 195 - Total interest expense 918 1,080 Net Interest Income 8,477 9,625 Provision for loan losses - 750 Net interest income after provision for loan losses 8,477 8,875 Noninterest Income Wealth management fees 955 912 Customer service fees 794 758 Gain on sale of mortgage loans & OMSR 1,676 5,859 Mortgage loan servicing fees, net 1,204 2,378 Gain on sale of non-mortgage loans 169 17 Title insurance income 602 521 Other income 402 477 Total noninterest income 5,802 10,922 Noninterest Expense Salaries and employee benefits 6,189 6,620 Net occupancy expense 742 740 Equipment expense 854 732 Data processing fees 576 534 Professional fees 950 764 Marketing expense 231 135 Telephone and communications 111 154 Postage and delivery expense 116 111 State, local and other taxes 278 323 Employee expense 136 153 Other expense 676 643 Total noninterest expense 10,859 10,909 Income before income tax 3,420 8,888 Provision for income taxes 607 1,807 Net Income $ 2,813 $ 7,081 Basic earnings per common share $ 0.40 $ 0.97 Diluted earnings per common share $ 0.40 $ 0.97 See notes to condensed consolidated financial statements (unaudited) 2 SB Financial Group, Inc. Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) Three Months Ended March March ($ in thousands) 2022 2021 Net income $ 2,813 $ 7,081 Other comprehensive loss Available for sale investment securities: Gross unrealized holding loss arising in the period ( 14,953 ) ( 3,377 ) Related tax benefit 3,139 710 Net effect on other comprehensive loss ( 11,814 ) ( 2,667 ) Total comprehensive income (loss) $ ( 9,001 ) $ 4,414 See notes to condensed consolidated financial statements (unaudited) 3 SB Financial Group, Inc. Condensed Consolidated Statements of Shareholders’ Equity (unaudited) Common Additional Paid-in Retained Accumulated Other Comprehensive Treasury ($ in thousands, except per share data) Stock Capital Earnings Loss Stock Total January 1, 2022 $ 54,463 $ 14,944 $ 99,716 $ ( 1,845 ) $ ( 22,349 ) $ 144,929 Net income 2,813 2,813 Other comprehensive loss ( 11,814 ) ( 11,814 ) Stock dividends on common - 344,663 shares 6,856 ( 6,864 ) ( 8 ) Cash dividends on common, $ 0.115 per share ( 832 ) ( 832 ) Restricted stock vesting ( 230 ) 230 - Repurchased stock - 130,848 shares ( 2,609 ) ( 2,609 ) Stock based compensation expense 158 158 March 31, 2022 $ 61,319 $ 14,872 $ 94,833 $ ( 13,659 ) $ ( 24,728 ) $ 132,637 Common Additional Paid-in Retained Accumulated Other Comprehensive Treasury ($ in thousands, except per share data) Stock Capital Earnings Loss Stock Total January 1, 2021 $ 54,463 $ 14,845 $ 84,578 $ 2,210 $ ( 13,173 ) $ 142,923 Net income 7,081 7,081 Other comprehensive loss ( 2,667 ) ( 2,667 ) Cash dividends on common, $ 0.105 per share ( 776 ) ( 776 ) Restricted stock vesting ( 213 ) 213 - Repurchased stock - 111,266 shares ( 2,718 ) ( 2,718 ) Stock based compensation expense 123 123 March 31, 2021 $ 54,463 $ 14,755 $ 90,883 $ ( 457 ) $ ( 15,678 ) $ 143,966 See notes to condensed consolidated financial statements (unaudited) 4 SB Financial Group, Inc. Condensed Consolidated Statements of Cash Flows (unaudited) ($ in thousands) Three Months Ended March 31, 2022 2021 Operating Activities Net Income $ 2,813 $ 7,081 Items not requiring (providing) cash Depreciation and amortization 548 489 Provision for loan losses - 750 Expense of share-based compensation plan 158 123 Amortization of premiums and discounts on securities 336 280 Amortization of intangible assets 17 17 Amortization of originated mortgage servicing rights 547 1,187 Impairment (recovery) of mortgage servicing rights ( 890 ) ( 2,706 ) Proceeds from sale of loans held for sale 73,897 136,708 Originations of loans held for sale ( 70,077 ) ( 133,500 ) Gain from sale of loans ( 1,856 ) ( 5,876 ) Changes in Interest receivable 105 428 Other assets ( 373 ) 2,467 Interest payable & other liabilities ( 6,690 ) ( 8,332 ) Net cash used in operating activities ( 1,465 ) ( 882 ) Investing Activities Purchases of available-for-sale securities ( 30,635 ) ( 44,143 ) Proceeds from maturities of interest bearing time deposits 749 2,261 Proceeds from maturities of available-for-sale securities 13,294 11,975 Net change in loans ( 27,958 ) 24,524 Purchase of premises, equipment ( 417 ) ( 165 ) Purchase of bank owned life insurance - ( 50 ) Proceeds from sale of foreclosed assets 1,632 3 Net cash used in investing activities ( 43,335 ) ( 5,595 ) Financing Activities Net increase in demand deposits, money market, interest checking & savings accounts 32,977 112,505 Net decrease in time deposits ( 7,951 ) ( 41,320 ) Net increase in securities sold under agreements to repurchase 3,715 4,132 Stock repurchase plan ( 2,609 ) ( 2,718 ) Dividends on common shares ( 840 ) ( 776 ) Net cash provided by financing activities 25,292 71,823 Increase (decrease) in cash and cash equivalents ( 19,508 ) 65,346 Cash and cash equivalents, beginning of period 149,511 140,690 Cash and cash equivalents, end of period $ 130,003 $ 206,036 Supplemental cash flow information Interest paid $ 681 $ 1,207 Supplemental non-cash disclosure Transfer of loans to foreclosed assets $ - $ 25 Stock dividends declared and paid $ 6,856 $ - 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, including The State Bank and Trust Company (“State Bank”), SBFG Title, LLC (“SBFG Title”), SB Captive, Inc. (“SB Captive”), RFCBC, Inc. (“RFCBC”), Rurbanc Data Services, Inc. dba RDSI Banking Systems (“RDSI”), and Rurban Statutory Trust II (“RST II”). RDSI is presently inactive and has had no material operations or employees. In addition, State Bank owns all of the outstanding stock of Rurban Mortgage Company (“RMC”), which is inactive, and State Bank Insurance, LLC (“SBI”). The consolidated financial statements include the accounts of the Company, State Bank, RFCBC, RDSI, RMC, SBFG Title, SB Captive and SBI. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The financial statements reflect all adjustments that are, in the opinion of management, necessary to fairly present the financial position, results of operations and cash flows of the Company. Those adjustments consist only of normal recurring adjustments. Results of operations for the three months ended March 31, 2022, are not necessarily indicative of results for the complete year. The condensed consolidated balance sheet of the Company as of December 31, 2021 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, 2021. New and applicable accounting pronouncements: ASU No. 2020-01: Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323 and Topic 815 This guidance was issued in January 2020 to clarify that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments-Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The amendments also clarify that when determining the accounting for certain forward contracts and purchased options a company should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The impact of this new guidance did not have a material impact on the Company’s consolidated financial statements. Accounting Standards not yet adopted: ASU No. 2020-04: Reference Rate Reform – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848) This guidance provides temporary options to ease the potential burden in accounting for reference rate reform. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective as of March 12, 2020 through December 31, 2022. The Company anticipates being fully prepared to implement a replacement for the reference rate and has determined that any change will not have a material impact on the Company’s consolidated financial statements. 6 ASU No. 2016-13: Financial Instruments – Credit Losses (Topic 326) This ASU, which is commonly known as CECL, replaces the current GAAP incurred impairment methodology regarding credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this update affect an entity to varying degrees depending on the credit quality of the assets held by the entity, their duration, and how the entity applies current GAAP. The adoption of ASU 2016-13 has the potential 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. The new accounting guidance is effective for annual reporting periods and interim reporting periods within those annual periods, beginning after December 15, 2019. However, the FASB has deferred the effective date for this ASU for smaller reporting companies, such as the Company, to annual reporting periods and interim reporting periods within those annual periods, beginning after December 15, 2022. The Company will continue to estimate the impact of adopting ASU 2016-13 throughout 2022. We expect the final adoption of the standard will not have a material impact on the Company’s consolidated financial statements. We expect to be fully prepared for implementation by January 1, 2023. 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 2022 or 2021. Participating securities in the table reflect dividends on unvested restricted shares. The average number of common shares used in the computation of basic and diluted earnings per share are set forth in the tables below: Three Months Ended March 31, ($ and outstanding shares in thousands - except per share data) 2022 2021 Distributed earnings allocated to common shares $ 835 $ 776 Undistributed earnings allocated to common shares 1,972 6,299 Net earnings allocated to common shares 2,807 7,075 Net earnings allocated to participating securities 6 6 Net Income allocated to common shares and participating securities $ 2,813 $ 7,081 Weighted average shares outstanding for basic earnings per share 7,035 7,317 Dilutive effect of stock compensation 65 18 Weighted average shares outstanding for diluted earnings per share 7,100 7,335 Basic earnings per common share $ 0.40 $ 0.97 Diluted earnings per common share $ 0.40 $ 0.97 On January 10, 2022, the Company announced that its board of directors had declared a 5 percent common stock dividend payable on February 4, 2022, to shareholders of record as of January 21, 2022. Holders of the Company’s common shares as of the record date received one additional common share for every twenty common shares held on the record date. No fractional shares were issued, and shareholders received cash for such fractional interests based on the closing price of the Company’s common shares on the record date of $ 19.89 . 7 Had the 5 percent common stock dividend been included in the Company’s 2021 financial statements, common shares outstanding would have increased by approximately 345,000 and diluted earnings per share, assuming the shares were outstanding for the quarter ended March 31, 2021, would have decreased by $ 0.05 per share. On January 25, 2022, the Company filed a Certificate of Amendment with the Ohio Secretary of State to amend Article FIRST of its Amended Articles of Incorporation to increase the authorized number of common shares, without par value, of the Company from 10,000,000 to 10,500,000 . The addition of these authorized shares did not have a material impact on the Company’s consolidated financial statements. Note 3 – AVAILABLE FOR SALE Securities The amortized cost and appropriate fair values, together with gross unrealized gains and losses, of securities at March 31, 2022 and December 31, 2021 were as follows: ($ in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value March 31, 2022 U.S. Treasury and Government agencies $ 8,746 $ 13 $ ( 351 ) $ 8,408 Mortgage-backed securities 243,092 14 ( 16,170 ) 226,936 State and political subdivisions 13,563 184 ( 577 ) 13,170 Other corporate securities 17,200 - ( 403 ) 16,797 Totals $ 282,601 $ 211 $ ( 17,501 ) $ 265,311 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2021 U.S. Treasury and Government agencies $ 8,986 $ 135 $ ( 16 ) $ 9,105 Mortgage-backed securities 231,057 614 ( 3,537 ) 228,134 State and political subdivisions 12,352 536 ( 9 ) 12,879 Other corporate securities 13,200 2 ( 61 ) 13,141 Totals $ 265,595 $ 1,287 $ ( 3,623 ) $ 263,259 8 The amortized cost and fair value of securities available for sale at March 31, 2022, 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 $ 749 $ 747 Due after one year through five years 3,299 3,266 Due after five years through ten years 25,188 24,606 Due after ten years 10,273 9,756 39,509 38,375 Mortgage-backed securities 243,092 226,936 Totals $ 282,601 $ 265,311 The fair value of securities pledged as collateral, to secure public deposits and for other purposes, was $ 65.4 million at March 31, 2022 and $ 54.2 million at December 31, 2021. The fair value of securities delivered for repurchase agreements was $ 25.3 million at March 31, 2022 and $ 23.6 million at December 31, 2021. There were no realized gains or losses from sales of available-for-sale securities for the three months ended March 31, 2022 or March 31, 2021. Certain investments in debt securities are reported in the consolidated financial statements at an amount less than their historical cost. Total fair value of these investments was $ 252.6 million at March 31, 2022, and $ 214.2 million at December 31, 2021, which consisted of 124 securities, or approximately 95 percent, and 64 securities, or approximately 81 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. 9 Securities with unrealized losses, aggregated by investment class and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2022 and December 31, 2021, are as follows: ($ in thousands) Less than 12 Months 12 Months or Longer Total March 31, 2022 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. Treasury and Government agencies $ 6,787 $ ( 350 ) $ 249 $ ( 1 ) $ 7,036 $ ( 351 ) Mortgage-backed securities 147,270 ( 8,870 ) 77,798 ( 7,300 ) 225,068 ( 16,170 ) State and political subdivisions 7,556 ( 577 ) - - 7,556 ( 577 ) Other corporate securities 12,947 ( 403 ) - - 12,947 ( 403 ) Totals $ 174,560 $ ( 10,200 ) $ 78,047 $ ( 7,301 ) $ 252,607 $ ( 17,501 ) Less than 12 Months 12 Months or Longer Total December 31, 2021 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses U.S. Treasury and Government agencies $ 3,397 $ ( 16 ) $ - $ - $ 3,397 $ ( 16 ) Mortgage-backed securities 183,727 ( 2,856 ) 18,566 ( 681 ) 202,293 ( 3,537 ) State and political subdivisions 1,673 ( 9 ) - - 1,673 ( 9 ) Other corporate securities 6,889 ( 61 ) - - 6,889 ( 61 ) Totals $ 195,686 $ ( 2,942 ) $ 18,566 $ ( 681 ) $ 214,252 $ ( 3,623 ) The total unrealized loss in the securities portfolio was $ 17.5 million as of March 31, 2022 compared to a $ 3.6 million unrealized loss at December 31, 2021. 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 March 31, 2022. NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES Loans that management has the intent and ability to hold for the foreseeable future, or until maturity or payoffs, are reported at their outstanding principal balances adjusted for any charge-offs, the allowance for loan losses, any deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans. Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term. Generally, all loan classes are placed on 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. 10 The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Company’s internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data. A loan is considered impaired when, based on current information and events, it is probable that State Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration each of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial, agricultural, and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent. When State Bank moves a loan to nonaccrual status, total unpaid interest accrued to date is reversed from income. Subsequent payments are applied to the outstanding principal balance with the interest portion of the payment recorded on the balance sheet as a contra-loan. Interest received on impaired loans may be realized once all contractual principal amounts are received or when a borrower establishes a history of six consecutive timely principal and interest payments. It is at the discretion of management to determine when a loan is placed back on accrual status upon receipt of six consecutive timely payments. Large groups of smaller balance homogenous loans are collectively evaluated for impairment. Accordingly, State Bank does not separately identify individual consumer and residential loans for impairment measurements, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower. Categories of loans at March 31, 2022 and December 31, 2021 include: Total Loans Nonaccrual Loans ($ in thousands) March 2022 December 2021 March 2022 December 2021 Commercial & industrial $ 124,599 $ 122,250 $ 142 $ 143 Commercial real estate - owner occupied 125,304 118,891 88 88 Commercial real estate - nonowner occupied 274,643 262,277 456 466 Agricultural 55,660 57,403 - - Residential real estate 214,183 206,424 3,199 2,484 Home equity line of credit (HELOC) 41,222 41,682 399 464 Consumer 14,741 13,474 9 7 Total loans $ 850,352 $ 822,401 $ 4,293 $ 3,652 Net deferred costs (fees) $ 319 $ 313 Total loans, net deferred costs (fees) $ 850,671 $ 822,714 Allowance for loan losses $ ( 13,804 ) $ ( 13,805 ) 11 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 versus non-owner-occupied commercial real estate 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. 12 The following tables present the activity in the allowance for loan losses for the three-month periods ended March 31, 2022 and March 31, 2021, and the recorded investment in loans based on portfolio segment and impairment method as of March 31, 2022 and December 31, 2021. ($ in thousands) For the Three Months Ended March 31, 2022 Commercial & industrial Commercial real estate Agricultural Residential real estate Consumer Total Beginning balance $ 1,890 $ 6,781 $ 599 $ 3,515 $ 1,020 $ 13,805 Charge offs - - - - ( 9 ) ( 9 ) Recoveries - - - - 8 8 Provision 2 102 ( 52 ) ( 13 ) ( 39 ) - Ending balance $ 1,892 $ 6,883 $ 547 $ 3,502 $ 980 $ 13,804 For the Three Months Ended March 31, 2021 Commercial & industrial Commercial real estate Agricultural Residential real estate Consumer Total Beginning balance $ 3,074 $ 5,451 $ 496 $ 2,534 $ 1,019 $ 12,574 Charge offs - - - ( 21 ) ( 31 ) ( 52 ) Recoveries - - - 49 5 54 Provision ( 115 ) 726 ( 23 ) 46 116 750 Ending balance $ 2,959 $ 6,177 $ 473 $ 2,608 $ 1,109 $ 13,326 Loans Receivable at March 31, 2022 Commercial & industrial Commercial real estate Agricultural Residential real estate Consumer Total Allowance: Ending balance: individually evaluated for impairment $ - $ 10 $ - $ 172 $ 4 $ 186 Ending balance: collectively evaluated for impairment $ 1,892 $ 6,873 $ 547 $ 3,330 $ 976 $ 13,618 Totals $ 1,892 $ 6,883 $ 547 $ 3,502 $ 980 $ 13,804 Loans: Ending balance: individually evaluated for impairment $ 118 $ 346 $ - $ 2,974 $ 141 $ 3,579 Ending balance: collectively evaluated for impairment $ 124,481 $ 399,601 $ 55,660 $ 211,209 $ 55,822 $ 846,773 Totals $ 124,599 $ 399,947 $ 55,660 $ 214,183 $ 55,963 $ 850,352 13 Loans Receivable at December 31, 2021 Commercial & industrial Commercial real estate Agricultural Residential real estate Consumer Total Allowance: Ending balance: individually evaluated for impairment $ - $ 10 $ - $ 120 $ 3 $ 133 Ending balance: collectively evaluated for impairment $ 1,890 $ 6,771 $ 599 $ 3,395 $ 1,017 $ 13,672 Totals $ 1,890 $ 6,781 $ 599 $ 3,515 $ 1,020 $ 13,805 Loans: Ending balance: individually evaluated for impairment $ 118 $ 354 $ - $ 2,307 $ 135 $ 2,914 Ending balance: collectively evaluated for impairment $ 122,132 $ 380,814 $ 57,403 $ 204,117 $ 55,021 $ 819,487 Totals $ 122,250 $ 381,168 $ 57,403 $ 206,424 $ 55,156 $ 822,401 Credit Risk Profile The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis includes loans with an outstanding balance greater than $ 100,000 and non-homogeneous loans, such as commercial and commercial real estate loans. This analysis is performed on a quarterly basis. The Company uses the following definitions for risk ratings: Pass (grades 1 – 4): Loans which management has determined to be performing as expected and in agreement with the terms established at the time of loan origination. Special Mention (5): Assets have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date. Special mention assets are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification. Ordinarily, special mention credits have characteristics which corrective management action would remedy. Substandard (6): Loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Doubtful (7): Loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of current known facts, conditions and values, highly questionable and improbable. Loss (8): Loans are considered uncollectable and of such little value that continuing to carry them as assets on the Company’s financial statement is not warranted. Loans will be classified Loss when it is neither practical nor desirable to defer writing off or reserving all or a portion of a basically worthless asset, even though partial recovery may be possible at some time in the future. 14 The following tables present the credit risk profile of the Company’s loan portfolio based on rating category as of March 31, 2022 and December 31, 2021. ($ in thousands) March 31, 2022 Commercial & industrial Commercial real estate - owner occupied Commercial real estate - nonowner occupied Agricultural Residential real estate HELOC Consumer Total Pass (1 - 4) $ 123,668 $ 117,826 $ 265,749 $ 55,660 $ 210,649 $ 40,823 $ 14,732 $ 829,107 Special Mention (5) 627 7,390 5,617 - - - - 13,634 Substandard (6) 186 - 2,821 - 3,507 399 9 6,922 Doubtful (7) 118 88 456 - 27 - - 689 Loss (8) - - - - - - - - Total Loans $ 124,599 $ 125,304 $ 274,643 $ 55,660 $ 214,183 $ 41,222 $ 14,741 $ 850,352 December 31, 2021 Commercial & industrial Commercial real estate - owner occupied Commercial real estate - nonowner occupied Agricultural Residential real estate HELOC Consumer Total Pass (1 - 4) $ 121,285 $ 111,232 $ 253,269 $ 57,403 $ 203,295 $ 41,218 $ 13,467 $ 801,169 Special Mention (5) 659 7,571 5,694 - - - - 13,924 Substandard (6) 188 - 2,848 - 3,102 464 7 6,609 Doubtful (7) 118 88 466 - 27 - - 699 Loss (8) - - - - - - - - Total Loans $ 122,250 $ 118,891 $ 262,277 $ 57,403 $ 206,424 $ 41,682 $ 13,474 $ 822,401 The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis. The following tables present the Company’s loan portfolio aging analysis as of March 31, 2022 and December 31, 2021. ($ in thousands) 30-59 Days 60-89 Days Greater Than Total Past Total Loans March 31, 2022 Past Due Past Due 90 Days Past Due Due Current Receivable Commercial & industrial $ 1,620 $ - $ 142 $ 1,762 $ 122,837 $ 124,599 Commercial real estate - owner occupied - - 88 88 125,216 125,304 Commercial real estate - nonowner occupied 116 443 245 804 273,839 274,643 Agricultural - - - - 55,660 55,660 Residential real estate 216 65 1,652 1,933 212,250 214,183 HELOC 194 - 235 429 40,793 41,222 Consumer 14 13 6 33 14,708 14,741 Total Loans $ 2,160 $ 521 $ 2,368 $ 5,049 $ 845,303 $ 850,352 30-59 Days 60-89 Days Greater Than Total Past Total Loans December 31, 2021 Past Due Past Due 90 Days Past Due Due Current Receivable Commercial & industrial $ 166 $ 25 $ 118 $ 309 $ 121,941 $ 122,250 Commercial real estate - owner occupied - - 88 88 118,803 118,891 Commercial real estate - nonowner occupied 221 233 246 700 261,577 262,277 Agricultural - - - - 57,403 57,403 Residential real estate 265 716 1,344 2,325 204,099 206,424 HELOC 53 80 248 381 41,301 41,682 Consumer 20 14 7 41 13,433 13,474 Total Loans $ 725 $ 1,068 $ 2,051 $ 3,844 $ 818,557 $ 822,401 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. 15 The following tables present impaired loan information as of and for the three months ended March 31, 2022 and 2021, and for the twelve months ended December 31, 2021: ($ in thousands) Three Months Ended Recorded Unpaid Principal Related Average Recorded Interest Income March 31, 2022 Investment Balance Allowance Investment Recognized With no related allowance recorded: Commercial & industrial $ 118 $ 203 $ - $ 216 $ - Commercial real estate - owner occupied 88 88 - 88 - Commercial real estate - nonowner occupied 215 215 - 351 5 Agricultural - - - - - Residential real estate 1,709 1,775 - 1,935 18 HELOC 21 21 23 - Consumer - - - - - With a specific allowance recorded: Commercial & industrial - - - - - Commercial real estate - owner occupied - - - - - Commercial real estate - nonowner occupied 43 173 10 173 - Agricultural - - - - - Residential real estate 1,265 1,265 172 1,280 1 HELOC 120 120 4 130 1 Consumer - - - - - Totals: Commercial & industrial $ 118 $ 203 $ - $ 216 $ - Commercial real estate - owner occupied $ 88 $ 88 $ - $ 88 $ - Commercial real estate - nonowner occupied $ 258 $ 388 $ 10 $ 524 $ 5 Agricultural $ - $ - $ - $ - $ - Residential real estate $ 2,974 $ 3,040 $ 172 $ 3,215 $ 19 HELOC $ 141 $ 141 $ 4 $ 153 $ 1 Consumer $ - $ - $ - $ - $ - ($ in thousands) Twelve Months Ended Recorded Unpaid Principal Related Average Recorded Interest Income December 31, 2021 Investment Balance Allowance Investment Recognized With no related allowance recorded: Commercial & industrial $ 118 $ 204 $ - $ 217 $ 2 Commercial real estate - owner occupied 88 88 - 88 - Commercial real estate - nonowner occupied 223 223 - 357 28 Agricultural - - - - - Residential real estate 1,391 1,458 - 1,663 60 HELOC 33 33 41 2 Consumer - - - - - With a specific allowance recorded: Commercial & industrial - - - - - Commercial real estate - owner occupied - - - - - Commercial real estate - nonowner occupied 43 173 10 173 - Agricultural - - - - - Residential real estate 916 916 120 933 20 HELOC 102 102 3 124 5 Consumer - - - - - Totals: Commercial & industrial $ 118 $ 204 $ - $ 217 $ 2 Commercial real estate - owner occupied $ 88 $ 88 $ - $ 88 $ - Commercial real estate - nonowner occupied $ 266 $ 396 $ 10 $ 530 $ 28 Agricultural $ - $ - $ - $ - $ - Residential real estate $ 2,307 $ 2,374 $ 120 $ 2,596 $ 80 HELOC $ 135 $ 135 $ 3 $ 165 $ 7 Consumer $ - $ - $ - $ - $ - 16 Three Months Ended March 31, 2021 Average Recorded Interest Income ($ in thousands) Investment Recognized With no related allowance recorded: Commercial & industrial $ 1,598 $ 12 Commercial real estate - owner occupied 1,450 - Commercial real estate - nonowner occupied 534 7 Agricultural - - Residential real estate 1,843 7 HELOC 86 1 Consumer 7 - With a specific allowance recorded: Commercial & industrial - - Commercial real estate - owner occupied - - Commercial real estate - nonowner occupied 579 - Agricultural - - Residential real estate 647 6 HELOC 75 1 Consumer - - Totals: Commercial & industrial $ 1,598 $ 12 Commercial real estate - owner occupied $ 1,450 $ - Commercial real estate - nonowner occupied $ 1,113 $ 7 Agricultural $ - $ - Residential real estate $ 2,490 $ 13 HELOC $ 161 $ 2 Consumer $ 7 $ - Impaired loans less than $100,000 are included in groups of homogenous loans. These loans are evaluated based on delinquency status. Interest income recognized on a cash basis does not materially differ from interest income recognized on an accrual basis. Troubled Debt Restructured (TDR) Loans TDRs are modified loans where a concession was provided to a borrower experiencing financial difficulties. Loan modifications are considered TDRs when the concessions provided are not available to the borrower through either normal channels or other sources. However, not all loan modifications are TDRs. TDR Concession Types The Company’s standards relating to loan modifications consider, among other factors, minimum verified income requirements, cash flow analysis, and collateral valuations. Each potential loan modification is reviewed individually and the terms of the loan are modified to meet a borrower’s specific circumstances at a point in time. All loan modifications, including those cla ssified 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. 17 (2) Reduces the amount of loan principal to be amortized. This concession also reduces the minimum monthly payment and increases the amount of the balloon payment at the end of the term of the loan. Principal is generally not forgiven. (3) Extends the maturity date or dates of the debt beyond what the collateral supports. This concession generally applies to loans without a balloon payment at the end of the term of the loan. In addition, there may be instances where renewing loans potentially require non-market terms and would then be reclassified as TDRs. ● Other: A concession that is not categorized as one of the concessions described above. These concessions include, but are not limited to: principal forgiveness, collateral concessions, covenant concessions, and reduction of accrued interest. Principal forgiveness may result from any TDR modification of any concession type. The Company had no new TDR activity in the three months ended March 31, 2022, and March 31, 2021, respectively. There were no TDRs modified during the past twelve months that have subsequently defaulted. On March 22, 2020, a statement was issued by the Company’s bank regulators and titled the “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus” (the “Interagency Statement”) that encouraged financial institutions to work prudently with borrowers unable to meet the contractual payment obligations due to the effects of COVID-19. Additionally, Section 4013 of the Coronavirus Aid, Relief, and Economic Security Act of 2020, as amended (the “CARES Act”) further provided that a qualified loan modification is exempt by law from classification as a troubled debt restructure as defined by GAAP, from the period beginning March 1, 2020 until the earlier of December 31, 2021 or the date that is 60 days after the date on which the national emergency concerning the COVID-19 outbreak under the National Emergencies Act (50 U.S.C. 1601 et seq.) terminates. As of March 31, 2022, all loans previously modified under Section 4013 of the CARES Act had returned to normal payment terms. NOTE 5 – GOODWILL A summary of the activity in goodwill is presented below: Three Months Ended March 31, ($ in thousands) 2022 2021 Beginning balance $ 23,191 $ 22,091 Measurement period adjustments 48 - Ending balance $ 23,239 $ 22,091 Goodwill is not amortized but is evaluated for impairment annually, and on an interim basis if events or circumstances change that indicate an impairment may exist. As of March 31, 2022 and December 31, 2021 the carrying amount of goodwill was $ 23.2 million. Goodwill is assessed for impairment annually as of December 31, or more frequently if events occur or circumstances change that indicate an impairment may exist. When assessing goodwill for impairment, first, a qualitative assessment can be made to determine whether it is more likely than not that the estimated fair value of a reporting unit is less than its estimated carrying value. If the results of the qualitative assessment are not conclusive, a quantitative goodwill test is performed. Alternatively, a quantitative goodwill test can be performed without performing a qualitative assessment. 18 Goodwill was assessed for impairment using a qualitative test performed as of December 31, 2021. The results of the test indicated no goodwill impairment existed as of that date. NOTE 6 – MORTGAGE SERVICING RIGHTS Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balance of mortgage loans serviced for others approximated $ 1.38 billion at March 31, 2022 and $ 1.36 billion at December 31, 2021. Contractually specified servicing fees of $ 0.9 million and $ 0.8 million were included in mortgage loan servicing fees in the consolidated income statement for the three months ended March 31, 2022 and 2021, respectively. The following table summarizes mortgage servicing rights capitalized and related amortization, along with activity in the related valuation allowance: Three Months Ended March 31, ($ in thousands) 2022 2021 Balance at beginning of period $ 12,034 $ 7,759 Mortgage servicing rights capitalized during the period 758 1,212 Mortgage servicing rights amortization during the period ( 547 ) ( 1,187 ) Net change in valuation allowance 890 2,706 Balance at end of period $ 13,135 $ 10,490 Valuation allowance: Balance at beginning of period $ 1,456 $ 4,892 Increase (decrease) ( 890 ) ( 2,706 ) Balance at end of period $ 566 $ 2,186 Fair value, beginning of period $ 12,629 $ 7,759 Fair value, end of period $ 14,433 $ 11,160 NOTE 7 – 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. 19 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 March 31, 2022 and December 31, 2021. March 31, 2022 December 31, 2021 Notional Fair Notional Fair ($ in thousands) Amount Value Amount Value Asset Derivatives Derivatives not designated as hedging instruments Interest rate swaps associated with loans $ 75,640 $ 482 $ 84,733 $ 3,655 IRLCs - - 21,391 22 Forward contracts 17,750 281 - - Total contracts $ 93,390 $ 763 $ 106,124 $ 3,677 Liability Derivatives Derivatives not designated as hedging instruments Interest rate swaps associated with loans $ 75,640 $ ( 482 ) $ 84,733 $ ( 3,655 ) Forward contracts - - 25,000 ( 32 ) IRLCs 13,285 ( 155 ) - - Total contracts $ 88,925 $ ( 637 ) $ 109,733 $ ( 3,687 ) 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. 20 The following table presents the amounts included in the consolidated statements of income for non-hedging derivative financial instruments for the three months ended March 31, 2022 and 2021. Amount of gain (loss) ($ in thousands) Statement of income classification 2022 2021 Interest rate swap contracts Other income $ - $ 133 IRLCs Gain on sale of mortgage loans & OMSR ( 177 ) ( 692 ) Forward contracts Gain on sale of mortgage loans & OMSR 313 762 The following table shows the offsetting of financial assets and derivative assets at March 31, 2022 and December 31, 2021. 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 March 31, 2022 Interest rate swaps $ 1,211 $ 729 $ 482 $ - $ - $ 482 December 31, 2021 Interest rate swaps $ 3,746 $ 91 $ 3,655 $ - $ - $ 3,655 The following table shows the offsetting of financial liabilities and derivative liabilities at March 31, 2022 and December 31, 2021. 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 March 31, 2022 Interest rate swaps $ 1,211 $ 729 $ 482 $ - $ 6,897 $ ( 6,415 ) December 31, 2021 Interest rate swaps $ 3,746 $ 91 $ 3,655 $ - $ 6,906 $ ( 3,251 ) NOTE 8 – DEPOSITS Major classification of deposits at March 31, 2022 and at December 31, 2021 were as follows: ($ in thousands) March 31, 2022 December 31, 2021 Non interest bearing demand $ 252,273 $ 247,044 Interest bearing demand 211,152 195,464 Savings 236,394 237,571 Money market 289,699 276,462 Time deposits less than $ 250,000 136,722 142,736 Time deposits $ 250,000 or greater 11,831 13,768 Total Deposits $ 1,138,071 $ 1,113,045 Included in time deposits at March 31, 2022 and December 31, 2021 were $ 52.5 million and $ 55.6 million, respectively, of deposits which were obtained through the Certificate of Deposit Account Registry Service (CDARS). 21 NOTE 9 – SHORT-TERM BORROWINGS ($ in thousands) March 31, 2022 December 31, 2021 Securities sold under repurchase agreements $ 19,035 $ 15,320 The Company has retail repurchase agreements to facilitate cash management transactions with commercial customers. These obligations are secured by agency and mortgage-backed securities and such collateral is held by the Federal Home Loan Bank (“FHLB”). These securities have various maturity dates from 2022 through 2061. As of March 31, 2022, these repurchase agreements were secured by securities totaling $ 25.3 million. The repurchase agreements mature within one month. The Company has borrowing capabilities at the Federal Reserve Discount Window (“Discount Window”) by pledging either securities or loans as collateral. As of March 31, 2022, there was no collateral pledged or borrowings drawn at the Discount Window. At March 31, 2022 and December 31, 2021, the Company had $ 41.0 million in federal funds lines, of which none were drawn. NOTE 10 – FEDERAL HOME LOAN BANK ADVANCES The Company’s FHLB advances were secured by $ 163.7 million in mortgage loans at March 31, 2022. Advances, at interest rates from 2.88 to 2.93 percent, are subject to restrictions or penalties in the event of prepayment. Aggregate annual maturities of FHLB advances at March 31, 2022 were: ($ in thousands) Debt 2022 $ 3,000 2023 2,500 Total $ 5,500 NOTE 11 – 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. The issuers of these securities have not yet determined the replacement rate index for LIBOR. 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 March 31, 2022 and December 31, 2021 was $ 10.3 million, with a maturity date of September 15, 2035 . 22 NOTE 12 – SUBORDINATED DEBT On May 27, 2021, the Company entered into Subordinated Note Purchase Agreements (collectively, the “Purchase Agreements”) with qualified institutional buyers and accredited investors (collectively, the “Purchasers”) pursuant to which the Company issued and sold $ 20.0 million in aggregate principal amount of its 3.65 % Fixed to Floating Rate Subordinated Notes due 2031 (the “Notes”). The Notes were sold by the Company in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended. The Notes mature on June 1, 2031 and bear interest at a fixed rate of 3.65% through May 31, 2026. From June 1, 2026 to the maturity date or earlier redemption of the Notes, the interest rate will reset quarterly to an interest rate per annum, equal to the then-current-three-month Secured Overnight Financing Rate (“SOFR”) provided by the Federal Reserve Bank of New York plus 296 basis points. The Company may redeem the Notes at any time after May 31, 2026, and at any time in whole, but not in part, upon the occurrence of certain events. Any redemption of the Notes will be subject to prior regulatory approval. The Company incurred debt issuance costs for placement fees, legal and other out-of-pocket expenses of approximately $ 0.5 million, which are being amortized over the life of the Notes. NOTE 13 – DISCLOSURES ABOUT FAIR VALUE OF ASSETS AND LIABILITIES Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis, recognized in the accompanying consolidated balance sheets, as well as the general classifications of such assets pursuant to the valuation hierarchy. 23 Available-for-Sale Securities The fair values of available-for-sale securities are determined by various valuation methodologies. Level 1 securities include money market mutual funds. Level 1 inputs include quoted prices in an active market. Level 2 securities include U.S. treasury and government agencies, mortgage-backed securities, and obligations of political and state subdivisions. Level 2 inputs do not include quoted prices for individual securities in active markets; however, they do include inputs that are either directly or indirectly observable for the individual security being valued. Such observable inputs include interest rates and yield curves at commonly quoted intervals, volatilities, prepayment speeds, credit risks and default rates. Also included are inputs derived principally from or corroborated by observable market data by correlation or other means. Interest Rate Contracts The fair values of interest rate contracts are based upon the estimated amount the Company would receive or pay to terminate the contracts or agreements, taking into account underlying interest rates, creditworthiness of underlying customers for credit derivatives and, when appropriate, the creditworthiness of the counterparties. Forward contracts The fair values of forward contracts on to-be-announced securities are determined using quoted prices in active markets, or benchmarked thereto (Level 1). Interest Rate Lock Commitments (IRLCs) The fair value of IRLCs are determined using the projected sale price of individual loans based on changes in the market interest rates, projected pull-through rates (the probability that an IRLC will ultimately result in an originated loan), the reduction in the value of the applicant’s option due to the passage of time, and the remaining origination costs to be incurred based on management’s estimate of market costs (Level 3). 24 The following table presents the fair value measurements of assets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fell at March 31, 2022 and December 31, 2021. ($ in thousands) Fair value at March 31, 2022 (Level 1) (Level 2) (Level 3) U.S. Treasury and Government Agencies $ 8,408 $ - $ 8,408 $ - Mortgage-backed securities 226,936 - 226,936 - State and political subdivisions 13,170 - 13,170 - Other corporate securities 16,797 - 16,797 - Interest rate contracts - assets 482 - 482 - Interest rate contracts - liabilities ( 482 ) - ( 482 ) - Forward contracts 281 281 - - IRLCs ( 155 ) - - ( 155 ) ($ in thousands) Fair value at December 31, 2021 (Level 1) (Level 2) (Level 3) U.S. Treasury and Government Agencies $ 9,105 $ - $ 9,105 $ - Mortgage-backed securities 228,134 - 228,134 - State and political subdivisions 12,879 - 12,879 - Other corporate securities 13,141 - 13,141 - Interest rate contracts - assets 3,655 - 3,655 - Interest rate contracts - liabilities ( 3,655 ) - ( 3,655 ) - Forward contracts ( 32 ) ( 32 ) - - IRLCs 22 - - 22 Level 1 - quoted prices in active markets for identical assets Level 2 - significant other observable inputs Level 3 - significant unobservable inputs The following table reconciles the beginning and ending balances of recurring fair value measurements recognized in the accompanying consolidated balance sheets using significant unobservable (Level 3) inputs for the three months ended March 31, 2022 and 2021. Three Months Ended March 31, ($ in thousands) 2022 2021 Interest Rate Lock Commitments Balance at beginning of period $ 22 $ 278 Total realized gains (losses) Change in fair value ( 177 ) ( 692 ) Balance at end of period $ ( 155 ) $ ( 414 ) The following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. 25 Collateral-dependent Impaired Loans, Net of ALLL Loans for which it is probable the Company will not collect all principal and interest due according to contractual terms are measured for impairment. The estimated fair value of collateral-dependent impaired loans is based on the appraised value of the collateral, less estimated cost to sell. Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy. This method requires obtaining an independent appraisal of the collateral, which is reviewed for accuracy and consistency by Credit Administration. These appraisers are selected from the list of approved appraisers maintained by management. The appraised values are reduced by applying a discount factor to the value based on the Company’s loan review policy. All impaired loans held by the Company were collateral dependent at March 31, 2022 and December 31, 2021. Mortgage Servicing Rights Mortgage servicing rights do not trade in an active, open market with readily observable prices. Accordingly, fair value is estimated using discounted cash flow models associated with the servicing rights and discounting the cash flows using discount market rates, prepayment speeds and default rates. The servicing portfolio has been valued using all relevant positive and negative cash flows including servicing fees; miscellaneous income and float; marginal costs of servicing; the cost of carry of advances; and foreclosure losses; and applying certain prevailing assumptions used in the marketplace. Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the hierarchy. These mortgage servicing rights are tested for impairment on a quarterly basis. ($ in thousands) Fair value at March 31, 2022 (Level 1) (Level 2) (Level 3) Impaired loans $ 819 $ - $ - $ 819 Mortgage servicing rights 2,527 - - 2,527 ($ in thousands) Fair value at December 31, 2021 (Level 1) (Level 2) (Level 3) Impaired loans $ 464 $ - $ - $ 464 Mortgage servicing rights 3,301 - - 3,301 Level 1 - quoted prices in active markets for identical assets Level 2 - significant other observable inputs Level 3 - significant unobservable inputs 26 Unobservable (Level 3) Inputs The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements. ($ in thousands) Fair value at March 31, 2022 Valuation technique Unobservable inputs Range (weighted- average) Collateral-dependent impaired loans $ 819 Market comparable properties Comparability adjustments (%) 11.5 - 18.2% (14 %) Mortgage servicing rights 2,527 Discounted cash flow Discount Rate 9.77 % Constant prepayment rate 7.57 % P&I earnings credit 0.46 % T&I earnings credit 1.90 % Inflation for cost of servicing 1.50 % IRLCs ( 155 ) Discounted cash flow Loan closing rates 43% - 99 % ($ in thousands) Fair value at December 31, 2021 Valuation technique Unobservable inputs Range (weighted- average) Collateral-dependent impaired loans $ 464 Market comparable properties Comparability adjustments (%) 6.4 - 18% (13 %) Mortgage servicing rights 3,301 Discounted cash flow Discount Rate 8.65 % Constant prepayment rate 10.94 % P&I earnings credit 0.10 % T&I earnings credit 1.25 % Inflation for cost of servicing 1.50 % IRLCs 22 Discounted cash flow Loan closing rates 49% - 99 % There were no changes in the inputs or methodologies used to determine fair value at March 31, 2022 as compared to December 31, 2021. The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying consolidated balance sheets at amounts other than fair value. Cash and Due From Banks, Federal Reserve and Federal Home Loan Bank Stock and Accrued Interest Receivable and Payable The carrying amount approximates the fair value. Loans Held for Sale The fair value of loans held for sale is based upon quoted market prices, where available, or is determined by discounting estimated cash flows using interest rates approximating the Company’s current origination rates for similar loans and adjusted to reflect the inherent credit risk. Loans The estimated fair value of loans 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. 27 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 March 31, 2022 and December 31, 2021. Loan Commitments The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. The estimated fair values for other financial instruments and off-balance-sheet loan commitments approximate cost at March 31, 2022 and December 31, 2021 and are not considered significant to this presentation. Trust Preferred Securities The fair value for Trust Preferred Securities is estimated by discounting the cash flows using an appropriate discount rate. Subordinated Debt The fair value for subordinated debt is estimated by discounting the cash flows using a discount rate equal to the rate currently offered on similar borrowings. The following table presents estimated fair values of the Company’s other financial instruments carried at other than fair value. The fair values of certain of these instruments were calculated by discounting expected cash flows, which involves significant judgments by management and uncertainties. Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Because no market exists for certain of these financial instruments, and because management does not intend to sell these financial instruments, the Company does not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate. ($ in thousands) Carrying Fair Fair value measurements using March 31, 2022 amount value (Level 1) (Level 2) (Level 3) Financial assets Cash and due from banks $ 130,003 $ 130,003 $ 130,003 $ - $ - Interest bearing time deposits 1,894 1,894 - 1,894 - Loans held for sale 4,737 4,700 - 4,700 - Loans, net of allowance for loan losses 836,866 839,070 - - 839,070 Federal Reserve and FHLB Bank stock, at cost 5,303 5,303 - 5,303 - Interest receivable 2,815 2,815 - 2,815 - Mortgage servicing rights 13,135 14,433 - - 14,433 Financial liabilities Deposits $ 1,138,071 $ 1,136,257 $ 989,518 $ 146,739 $ - Short-term borrowings 19,035 19,035 - 19,035 - FHLB advances 5,500 5,536 - 5,536 - Trust preferred securities 10,310 9,669 - 9,669 - Subordinated debt, net of issuance costs 19,558 21,218 - 21,218 - Interest payable 536 536 - 536 - ($ in thousands) Carrying Fair Fair value measurements using December 31, 2021 amount value (Level 1) (Level 2) (Level 3) Financial assets Cash and due from banks $ 149,511 $ 149,511 $ 149,511 $ - $ - Interest bearing time deposits 2,643 2,643 - 2,643 - Loans held for sale 7,472 7,561 - 7,561 - Loans, net of allowance for loan losses 808,909 813,766 - - 813,766 Federal Reserve and FHLB Bank stock, at cost 5,303 5,303 - 5,303 - Interest receivable 2,920 2,920 - 2,920 - Mortgage servicing rights 12,034 12,629 - - 12,629 Financial liabilities Deposits $ 1,113,045 $ 1,112,710 $ 956,541 $ 156,169 $ - Short-term borrowings 15,320 15,320 - 15,320 - FHLB advances 5,500 5,596 - 5,596 - Trust preferred securities 10,310 9,067 - 9,067 - Subordinated debt, net of issuance costs 19,546 20,581 - 20,581 - Interest payable 299 299 - 299 - 28 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 2017 Plan permits the Company to grant or award incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”), 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 122,198 shares had been granted under the plan as of March 31, 2022. The 2017 Plan is intended to advance the interests of the Company and its shareholders by offering employees, directors and advisory board members of the Company and its subsidiaries an opportunity to acquire or increase their ownership interest in the Company through grants of equity-based awards. The 2017 Plan permits equity-based awards to be used to attract, motivate, reward and retain highly competent individuals upon whose judgment, initiative, leadership and efforts are key to the success of the Company by encouraging those individuals to become shareholders of the Company. Stock option awards are granted with an exercise price equal to the market price of the Company’s stock at the date of grant and those option awards vest based on 5 years of continuous service and have 10 -year contractual terms. The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model. As of March 31, 2022, there were no stock options outstanding, and no unrecognized compensation cost related to stock option awards. No stock options were granted in the first three months of 2022. On February 5, 2013, the Company adopted a Long Term Incentive (LTI) Plan, which provides for awards of restricted stock in the Company to certain key executives. These restricted stock awards vest over a four-year period and are intended to assist the Company in retention of key executives. During 2021, the Company met certain performance targets under the LTI Plan and restricted stock awards were approved and issued in February 2022. The compensation cost charged against income for awards under the LTI Plan for the three months ended March 31, 2022 and March 31, 2021, was $ 0.2 million and $ 0.1 million, respectively, with a total income tax benefit recognized in the income statement of $ 0.03 million and $ 0.03 million, respectively. As of March 31, 2022, there was $ 1.1 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements related to the restricted stock awards under the 2017 Plan which were granted in accordance with the LTI plan. That cost is expected to be recognized over a weighted-average period of 2.6 years. The table below is a summary of restricted stock activity under the Company’s 2017 Plan for the three months ended March 31, 2022. Shares Weighted- Average Value per Share Nonvested, January 1, 2022 40,922 $ 18.43 Granted 38,340 20.00 Vested ( 25,939 ) 19.03 Forfeited ( 924 ) 18.78 Nonvested, March 31, 2022 52,399 $ 19.27 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 March 31, 2022, will not have a material adverse effect on the consolidated financial position, results of operations and cash flow of the Company. 29