10-Q 1 f10q0318_sbfinancialgroup.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 March 31, 2018

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
incorporation or organization) |  | Identification No.)

401 Clinton Street, Defiance, Ohio 43512

(Address of principal executive offices)

(Zip Code)

(419) 783-8950

(Registrant’s telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☒

Title of each class |  | Name of each exchange on which registered
Common Shares, No Par Value |  | The NASDAQ Stock Market, LLC
6,485,876 Outstanding at May 9, 2018 |  | (NASDAQ Capital Market)

SB FINANCIAL GROUP, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION | 1
Item 1. | Financial Statements | 1
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 27
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 34
Item 4. | Controls and Procedures | 34
PART II – OTHER INFORMATION | 35
Item 1. | Legal Proceedings | 35
Item 1A. | Risk Factors | 35
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 35
Item 3. | Defaults upon Senior Securities | 35
Item 4. | Mine Safety Disclosures | 35
Item 5. | Other Information | 35
Item 6. | Exhibits | 35
Signatures |  | 36

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

SB Financial Group, Inc.

Condensed Consolidated Balance Sheets

|  | March 2018 |  |  | December 2017 |
($ in Thousands) |  | (unaudited) |  |  | (audited) |
ASSETS |  |  |  |  |  |
Cash & due from banks |  | $ | 48,329 |  |  | $ | 26,616 |
Securities available for sale, at fair value |  |  | 91,987 |  |  |  | 82,790 |
Other securities - FRB and FHLB Stock |  |  | 3,748 |  |  |  | 3,748 |
Loans held for sale |  |  | 8,893 |  |  |  | 3,940 |
Loans, net of unearned income |  |  | 707,207 |  |  |  | 696,615 |
Allowance for loan losses |  |  | (8,219 | ) |  |  | (7,930 | )
Premises and equipment, net |  |  | 21,776 |  |  |  | 21,277 |
Cash surrender value of life insurance |  |  | 16,567 |  |  |  | 16,479 |
Goodwill & other intangibles |  |  | 16,409 |  |  |  | 16,411 |
Foreclosed assets held for sale, net |  |  | 70 |  |  |  | 26 |
Mortgage servicing rights |  |  | 10,196 |  |  |  | 9,907 |
Accrued interest receivable |  |  | 1,925 |  |  |  | 1,825 |
Other assets |  |  | 6,753 |  |  |  | 4,923 |
Total assets |  | $ | 925,641 |  |  | $ | 876,627 |
LIABILITIES AND EQUITY |  |  |  |  |  |  |  |
Deposits |  |  |  |  |  |  |  |
Non interest bearing demand |  | $ | 132,919 |  |  | $ | 135,592 |
Interest bearing demand |  |  | 137,893 |  |  |  | 131,079 |
Savings |  |  | 116,820 |  |  |  | 103,267 |
Money market |  |  | 143,679 |  |  |  | 141,844 |
Time deposits |  |  | 217,484 |  |  |  | 217,818 |
Total deposits |  |  | 748,795 |  |  |  | 729,600 |
Repurchase agreements |  |  | 14,505 |  |  |  | 15,082 |
Advances from Federal Home Loan Bank |  |  | 18,500 |  |  |  | 18,500 |
Trust preferred securities |  |  | 10,310 |  |  |  | 10,310 |
Accrued interest payable |  |  | 633 |  |  |  | 592 |
Other liabilities |  |  | 9,999 |  |  |  | 8,543 |
Total liabilities |  |  | 802,742 |  |  |  | 782,627 |
Commitments & Contingent Liabilities |  |  | - |  |  |  | - |
Stockholders' Equity |  |  |  |  |  |  |  |
Preferred stock, Series A |  |  | 13,983 |  |  |  | 13,983 |
Common stock |  |  | 40,481 |  |  |  | 12,569 |
Additional paid-in capital |  |  | 15,189 |  |  |  | 15,405 |
Retained earnings |  |  | 57,162 |  |  |  | 55,439 |
Accumulated other comprehensive income |  |  | (941 | ) |  |  | (141 | )
Treasury stock, at cost |  |  | (2,975 | ) |  |  | (3,255 | )
Total stockholders' equity |  |  | 122,899 |  |  |  | 94,000 |
Total liabilities and stockholders' equity |  | $ | 925,641 |  |  | $ | 876,627 |

See notes to condensed consolidated financial statements (unaudited)

Note: The balance sheet at December 31, 2017 has been derived from the audited consolidated financial statements at that date

| 1 |

SB Financial Group, Inc.

Condensed Consolidated Income Statement (unaudited)

|  | Three Months Ended |
|  | March |  |  | March |
($ in thousands, except per share data) |  | 2018 |  |  | 2017 |
Interest income |  |  |  |  |  |
Loans |  |  |  |  |  |
Taxable |  | $ | 8,140 |  |  | $ | 6,800 |
Tax exempt |  |  | 21 |  |  |  | 20 |
Securities |  |  |  |  |  |  |  |
Taxable |  |  | 573 |  |  |  | 461 |
Tax exempt |  |  | 117 |  |  |  | 133 |
Total interest income |  |  | 8,851 |  |  |  | 7,414 |
Interest expense |  |  |  |  |  |  |  |
Deposits |  |  | 975 |  |  |  | 748 |
Repurchase agreements & other |  |  | 10 |  |  |  | 4 |
Federal Home Loan Bank advances |  |  | 79 |  |  |  | 86 |
Trust preferred securities |  |  | 87 |  |  |  | 70 |
Total interest expense |  |  | 1,151 |  |  |  | 908 |
Net interest income |  |  | 7,700 |  |  |  | 6,506 |
Provision for loan losses |  |  | 300 |  |  |  | - |
Net interest income after provision for loan losses |  |  | 7,400 |  |  |  | 6,506 |
Noninterest income |  |  |  |  |  |  |  |
Wealth management fees |  |  | 739 |  |  |  | 667 |
Customer service fees |  |  | 644 |  |  |  | 640 |
Gain on sale of mortgage loans & OMSR's |  |  | 1,100 |  |  |  | 1,250 |
Mortgage loan servicing fees, net |  |  | 471 |  |  |  | 383 |
Gain on sale of non-mortgage loans |  |  | 660 |  |  |  | 430 |
Data service fees |  |  | - |  |  |  | 193 |
Gain/(loss) on sale/disposal of assets |  |  | (39 | ) |  |  | 2 |
Other income |  |  | 668 |  |  |  | 237 |
Total noninterest income |  |  | 4,243 |  |  |  | 3,802 |
Noninterest expense |  |  |  |  |  |  |  |
Salaries and employee benefits |  |  | 4,939 |  |  |  | 4,386 |
Net occupancy expense |  |  | 649 |  |  |  | 560 |
Equipment expense |  |  | 829 |  |  |  | 641 |
Data processing fees |  |  | 438 |  |  |  | 370 |
Professional fees |  |  | 419 |  |  |  | 363 |
Marketing expense |  |  | 221 |  |  |  | 195 |
Telephone and communications |  |  | 122 |  |  |  | 116 |
Postage and delivery expense |  |  | 74 |  |  |  | 174 |
State, local and other taxes |  |  | 186 |  |  |  | 167 |
Employee expense |  |  | 166 |  |  |  | 145 |
Other expenses |  |  | 584 |  |  |  | 265 |
Total noninterest expense |  |  | 8,627 |  |  |  | 7,382 |
Income before income tax expense |  |  | 3,016 |  |  |  | 2,926 |
Income tax expense |  |  | 563 |  |  |  | 933 |
Net income |  | $ | 2,453 |  |  | $ | 1,993 |
Preferred Stock Dividends |  |  | 244 |  |  |  | 244 |
Net income available to common shareholders |  | $ | 2,209 |  |  | $ | 1,749 |
Common share data: |  |  |  |  |  |  |  |
Basic earnings per common share |  | $ | 0.40 |  |  | $ | 0.36 |
Diluted earnings per common share |  | $ | 0.35 |  |  | $ | 0.31 |
Average common shares outstanding (in thousands): |  |  |  |  |  |  |  |
Basic: |  |  | 5,519 |  |  |  | 4,855 |
Diluted: |  |  | 7,055 |  |  |  | 6,387 |

See notes to condensed consolidated financial statements (unaudited)

| 2 |

SB Financial Group, Inc.

Condensed Consolidated Statements of Comprehensive Income (unaudited)

|  | Three Months Ended Mar. 31, |
($'s in thousands) |  | 2018 |  |  | 2017 |
Net income |  | $ | 2,453 |  |  | $ | 1,993 |
Other comprehensive income: |  |  |  |  |  |  |  |
Available-for-sale investment securities: |  |  |  |  |  |  |  |
Unrealized holding gain (loss) arising in the period |  |  | (1,013 | ) |  |  | 129 |
Related tax (expense) benefit |  |  | 213 |  |  |  | (44 | )
Net effect on other comprehensive income |  |  | (800 | ) |  |  | 85 |
Total comprehensive income |  | $ | 1,653 |  |  | $ | 2,078 |

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 |  |  | Treasury |  |  |  |
($ in thousands - except per share data) |  | Stock |  |  | Stock |  |  | Capital |  |  | Earnings |  |  | Income |  |  | Stock |  |  | Total |
Balance, January 1, 2018 |  | $ | 13,983 |  |  | $ | 12,569 |  |  | $ | 15,405 |  |  | $ | 55,439 |  |  | $ | (141 | ) |  | $ | (3,255 | ) |  | $ | 94,000 |
Net income |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2,453 |  |  |  |  |  |  |  |  |  |  |  | 2,453 |
Common stock issuance (1,666,666 shares) |  |  |  |  |  |  | 27,912 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 27,912 |
Other comprehensive loss |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (800 | ) |  |  |  |  |  |  | (800 | )
Dividends on common, $0.075 per share |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (486 | ) |  |  |  |  |  |  |  |  |  |  | (486 | )
Dividends on preferred, $0.1625 per share |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (244 | ) |  |  |  |  |  |  |  |  |  |  | (244 | )
Restricted stock vesting |  |  |  |  |  |  |  |  |  |  | (257 | ) |  |  |  |  |  |  |  |  |  |  | 257 |  |  |  | - |
Stock options exercised |  |  |  |  |  |  |  |  |  |  | (41 | ) |  |  |  |  |  |  |  |  |  |  | 81 |  |  |  | 40 |
Stock buyback |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (58 | ) |  |  | (58 | )
Share based compensation expense |  |  |  |  |  |  |  |  |  |  | 82 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 82 |
Balance, March 31, 2018 |  | $ | 13,983 |  |  | $ | 40,481 |  |  | $ | 15,189 |  |  | $ | 57,162 |  |  | $ | (941 | ) |  | $ | (2,975 | ) |  | $ | 122,899 |
Balance, January 1, 2017 |  | $ | 13,983 |  |  | $ | 12,569 |  |  | $ | 15,362 |  |  | $ | 46,688 |  |  | $ | 51 |  |  | $ | (2,105 | ) |  | $ | 86,548 |
Net income |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,993 |  |  |  |  |  |  |  |  |  |  |  | 1,993 |
Other comprehensive income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 85 |  |  |  |  |  |  |  | 85 |
Dividends on common, $0.065 per share |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (319 | ) |  |  |  |  |  |  |  |  |  |  | (319 | )
Dividends on preferred, $0.1625 per share |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (244 | ) |  |  |  |  |  |  |  |  |  |  | (244 | )
Restricted stock vesting |  |  |  |  |  |  |  |  |  |  | (163 | ) |  |  |  |  |  |  |  |  |  |  | 163 |  |  |  | - |
Stock options exercised |  |  |  |  |  |  |  |  |  |  | (66 | ) |  |  |  |  |  |  |  |  |  |  | 395 |  |  |  | 329 |
Stock buyback |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (455 | ) |  |  | (455 | )
Share based compensation expense |  |  |  |  |  |  |  |  |  |  | 91 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 91 |
Balance, March 31, 2017 |  | $ | 13,983 |  |  | $ | 12,569 |  |  | $ | 15,224 |  |  | $ | 48,118 |  |  | $ | 136 |  |  | $ | (2,002 | ) |  | $ | 88,028 |

See notes to condensed consolidated financial statements (unaudited)

| 4 |

SB Financial Group, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)

|  | Three Months Ended Mar. 31, |
($'s in thousands) |  | 2018 |  |  | 2017 |
Operating Activities |  |  |  |  |  |
Net Income |  | $ | 2,453 |  |  | $ | 1,993 |
Items providing/(using) cash |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 409 |  |  |  | 367 |
Provision for loan losses |  |  | 300 |  |  |  | - |
Expense of share-based compensation plan |  |  | 82 |  |  |  | 91 |
Amortization of premiums and discounts on securities |  |  | 86 |  |  |  | 169 |
Amortization of intangible assets |  |  | 2 |  |  |  | 3 |
Amortization of originated mortgage servicing rights |  |  | 246 |  |  |  | 218 |
Recovery of mortgage servicing rights |  |  | (92 | ) |  |  | (35 | )
Proceeds from sale of loans held for sale |  |  | 43,412 |  |  |  | 46,352 |
Originations of loans held for sale |  |  | (41,720 | ) |  |  | (46,364 | )
Gain from sale of loans |  |  | (1,760 | ) |  |  | (1,680 | )
Changes in |  |  |  |  |  |  |  |
Interest receivable |  |  | (100 | ) |  |  | 50 |
Other assets |  |  | (1,438 | ) |  |  | 181 |
Interest payable and other liabilities |  |  | 1,472 |  |  |  | (743 | )
Net cash provided by operating activities |  |  | 3,352 |  |  |  | 602 |
Investing Activities |  |  |  |  |  |  |  |
Purchases of available-for-sale securities |  |  | (13,149 | ) |  |  | (23,307 | )
Proceeds from maturities of available-for-sale securities |  |  | 2,853 |  |  |  | 5,459 |
Net change in loans |  |  | (16,874 | ) |  |  | 17,664 |
Purchase of premises and equipment and software |  |  | (406 | ) |  |  | (1,147 | )
Proceeds from sale of equipment |  |  | 133 |  |  |  | - |
Proceeds from sale of foreclosed assets |  |  | 22 |  |  |  | 40 |
Net cash used in investing activities |  |  | (27,421 | ) |  |  | (1,291 | )
Financing Activities |  |  |  |  |  |  |  |
Net increase in demand deposits, money market, interest checking and savings accounts |  |  | 19,530 |  |  |  | 25,511 |
Net increase in certificates of deposit |  |  | (335 | ) |  |  | 14,331 |
Net increase in securities sold under agreements to repurchase |  |  | (577 | ) |  |  | 1,264 |
Repayment of Federal Home Loan Bank advances |  |  | - |  |  |  | (11,000 | )
Share repurchase |  |  | (58 | ) |  |  | (455 | )
Exercise of Stock Options |  |  | 40 |  |  |  | 329 |
Issuance of Common Stock |  |  | 27,912 |  |  |  | - |
Dividends on Common Stock |  |  | (486 | ) |  |  | (319 | )
Dividends on Preferred Stock |  |  | (244 | ) |  |  | (244 | )
Net cash provided by financing activities |  |  | 45,782 |  |  |  | 29,417 |
Increase in Cash and Cash Equivalents |  |  | 21,713 |  |  |  | 28,728 |
Cash and Cash Equivalents, Beginning of Year |  |  | 26,616 |  |  |  | 17,012 |
Cash and Cash Equivalents, End of Period |  | $ | 48,329 |  |  | $ | 45,740 |
Supplemental Cash Flows Information |  |  |  |  |  |  |  |
Interest paid |  | $ | 1,110 |  |  | $ | 866 |
Income taxes paid |  | $ | 220 |  |  | $ | 203 |
Transfer of loans to foreclosed assets |  | $ | 70 |  |  | $ | - |

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 bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiaries, The State Bank and Trust Company (“State Bank”), RFCBC, Inc. (“RFCBC”), Rurbanc Data Services, Inc. dba RDSI Banking Systems (“RDSI”), and Rurban Statutory Trust II (“RST II”). In addition, State Bank owns all of the outstanding stock of Rurban Mortgage Company (“RMC”) and State Bank Insurance, LLC (“SBI”). Effective January 1, 2018 the Company completed the sale of the customer contracts and certain other assets of RDSI’s remaining processing business operated through its Diverse Computer Marketers (DCM) division. As part of the transaction, the Company entered into a 180 day transition agreement, which will allow the buyer to effectively convert the DCM clients to an alternative processing platform. The transaction had a minimal positive impact to the Company’s financial statements in the first quarter of 2018.

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

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The financial statements reflect all adjustments that are, in the opinion of management, necessary to fairly present the financial position, results of operations and cash flows of the Company. Those adjustments consist only of normal recurring adjustments. Results of operations for the three months ended March 31, 2018, are not necessarily indicative of results for the complete year.

The condensed consolidated balance sheet of the Company as of December 31, 2017 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, 2017.

The following paragraphs summarize the impact of new accounting pronouncements:

Accounting Standards Update (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, 2019, and management does not believe the changes will have a material effect on the Company’s accounting and disclosures.

ASU No. 2016-15: Statement of Cash Flows (Topic 230)

This ASU provides specific guidance for eight cash flow classifications. The intention is to ensure that this ASU will eliminate any current or future diversity in classification and reporting. The amendments in this ASU are effective for the Company for reporting periods beginning after December 15, 2017 and did not have a significant impact on the consolidated financial statements.

| 6 |

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

This ASU 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 amendments in this ASU are effective for reporting periods beginning after December 15, 2019, and management will need further study to determine the impact on the Company’s consolidated financial statements. The Company implemented a process to track required data by utilizing accounting software in preparation for compliance.

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. 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. We anticipate being fully prepared for implementation by December 15, 2019.

ASU No. 2016-02: Leases (Topic 842)

This ASU is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this ASU are effective for reporting periods beginning after December 15, 2018. The Company has little leasing activity and management has determined that the impact on the Company’s consolidated financial statements will be immaterial.

ASU No. 2016-01: Recognition and Measurement of Financial Assets and Liabilities (Topic 825)

This ASU has a number of provisions including the requirements that public business entities use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, a separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e. securities or loans receivables), and eliminating the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The amendment is effective for the Company in the first quarter of 2018 and did not have a significant impact on the consolidated financial statements or on fair value and other required disclosures.

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

This ASU implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of the amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. ASU 2014-09 establishes a five-step model which entities must follow to recognize revenue and removes inconsistencies and weaknesses in existing guidance. The majority of our revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as our loans, letters of credit, derivatives and investment securities, as well as revenue related to our mortgage servicing activities, as these activities are subject to other GAAP discussed elsewhere within our disclosures. ASU 2014-09 became effective on January 1, 2018 and had no material effect on how we recognize revenue or to our consolidated financial statements and disclosures. Interest Income – The largest source of revenue for the Company is interest income which is primarily recognized on an accrual basis according to nondiscretionary formulas in written contracts, such as loan and lease agreements or investment securities contracts. Noninterest Income – The Company earns noninterest income through a variety of financial and transaction services provided to corporate and consumer clients such as Wealth Management, deposit account, debit card and mortgage banking. Revenue is recorded for noninterest income based on the contractual terms for the service or transaction performed. In certain circumstances, noninterest income is reported net of associated expenses.

| 7 |

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. Included in the diluted EPS for March 31, 2018 are the impact of the full conversion of the Company’s depositary shares. Based upon the current conversion price of $10.2374, the 1,500,000 outstanding depositary shares are convertible into an aggregate of 1,465,222 common shares. There were no anti-dilutive shares in 2018 or 2017. The average number of common shares used in the computation of basic and diluted earnings per share were:

|  | Three Months Ended Mar., 31 |
($ in thousands - except per share data) |  | 2018 |  |  | 2017 |
Distributed earnings allocated to common shares |  | $ | 486 |  |  | $ | 319 |
Undistributed earnings allocated to common shares |  |  | 1,720 |  |  |  | 1,427 |
Net earnings allocated to common shares |  |  | 2,206 |  |  |  | 1,746 |
Net earnings allocated to participating securities |  |  | 3 |  |  |  | 3 |
Dividends on convertible preferred shares |  |  | 244 |  |  |  | 244 |
Net Income allocated to common shares and participating securities |  | $ | 2,453 |  |  | $ | 1,993 |
Weighted average shares outstanding for basic earnings per share |  |  | 5,519 |  |  |  | 4,855 |
Dilutive effect of stock compensation |  |  | 72 |  |  |  | 74 |
Dilutive effect of convertible shares |  |  | 1,464 |  |  |  | 1,458 |
Weighted average shares outstanding for diluted earnings per share |  |  | 7,055 |  |  |  | 6,387 |
Basic earnings per common share |  | $ | 0.40 |  |  | $ | 0.36 |
Diluted earnings per common share |  | $ | 0.35 |  |  | $ | 0.31 |

| 8 |

Note 3 – Securities

The amortized cost and appropriate fair values, together with gross unrealized gains and losses, of securities at March 31, 2018 and December 31, 2017 were as follows:

|  |  |  |  | Gross |  |  | Gross |  |  |  |
($ in thousands) |  | Amortized |  |  | Unrealized |  |  | Unrealized |  |  |  |
|  | Cost |  |  | Gains |  |  | Losses |  |  | Fair Value |
Available-for-Sale Securities: |  |  |  |  |  |  |  |  |  |  |  |
March 31, 2018 |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury and Government agencies |  | $ | 14,299 |  |  | $ | 42 |  |  | $ | (175 | ) |  | $ | 14,166 |
Mortgage-backed securities |  |  | 66,068 |  |  |  | 57 |  |  |  | (1,394 | ) |  |  | 64,731 |
State and political subdivisions |  |  | 12,812 |  |  |  | 309 |  |  |  | (31 | ) |  |  | 13,090 |
|  | $ | 93,179 |  |  | $ | 408 |  |  | $ | (1,600 | ) |  | $ | 91,987 |

|  |  |  |  | Gross |  |  | Gross |  |  |  |
($ in thousands) |  | Amortized |  |  | Unrealized |  |  | Unrealized |  |  |  |
|  | Cost |  |  | Gains |  |  | Losses |  |  | Fair Value |
Available-for-Sale Securities: |  |  |  |  |  |  |  |  |  |  |  |
December 31, 2017: |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury and Government agencies |  | $ | 12,715 |  |  | $ | 62 |  |  | $ | (69 | ) |  | $ | 12,708 |
Mortgage-backed securities |  |  | 57,355 |  |  |  | 97 |  |  |  | (690 | ) |  |  | 56,762 |
State and political subdivisions |  |  | 12,829 |  |  |  | 439 |  |  |  | (18 | ) |  |  | 13,250 |
Equity securities |  |  | 70 |  |  |  | - |  |  |  | - |  |  |  | 70 |
|  | $ | 82,969 |  |  | $ | 598 |  |  | $ | (777 | ) |  | $ | 82,790 |

The amortized cost and fair value of securities available for sale at March 31, 2018, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

|  | Available for Sale |
|  | Amortized |  |  | Fair |
($ in thousands) |  | Cost |  |  | Value |
Within one year |  | $ | 1,560 |  |  | $ | 1,578 |
Due after one year through five years |  |  | 9,194 |  |  |  | 9,214 |
Due after five years through ten years |  |  | 10,990 |  |  |  | 10,990 |
Due after ten years |  |  | 5,367 |  |  |  | 5,474 |
|  |  | 27,111 |  |  |  | 27,256 |
Mortgage-backed securities |  |  | 66,068 |  |  |  | 64,731 |
Totals |  | $ | 93,179 |  |  | $ | 91,987 |

The fair value of securities pledged as collateral, to secure public deposits and for other purposes, was $45.7 million at March 31, 2018 and $38.9 million at December 31, 2017. The fair value of securities delivered for repurchase agreements was $19.2 million at March 31, 2018 and $19.1 million at December 31, 2017.

| 9 |

There were no realized gains and losses from sales of available-for-sale securities for the three months ended March 31, 2018 or March 31, 2017.

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 $72.8 million at March 31, 2018, and $59.3 million at December 31, 2017, which was approximately 79 and 72 percent, respectively, of the Company’s available-for-sale investment portfolio at such dates. Based on evaluation of available evidence, including recent changes in market interest rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these securities are temporary. Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified.

Securities with unrealized losses, aggregated by investment class and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2018 and December 31, 2017 are as follows:

|  | Less than 12 Months |  |  | 12 Months or Longer |  |  | Total |
($ in thousands) March 31, 2018 |  | Fair Value |  |  | Unrealized Losses |  |  | Fair Value |  |  | Unrealized Losses |  |  | Fair Value |  |  | Unrealized Losses |
Available-for-Sale Securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury and Government agencies |  | $ | 7,424 |  |  | $ | (121 | ) |  | $ | 2,546 |  |  | $ | (54 | ) |  | $ | 9,970 |  |  | $ | (175 | )
Mortgage-backed securities |  |  | 47,336 |  |  |  | (894 | ) |  |  | 13,953 |  |  |  | (500 | ) |  |  | 61,289 |  |  |  | (1,394 | )
State and Political subdivisions |  |  | 1,206 |  |  |  | (12 | ) |  |  | 320 |  |  |  | (19 | ) |  |  | 1,526 |  |  |  | (31 | )
|  | $ | 55,966 |  |  | $ | (1,027 | ) |  | $ | 16,819 |  |  | $ | (573 | ) |  | $ | 72,785 |  |  | $ | (1,600 | )

|  | Less than 12 Months |  |  | 12 Months or Longer |  |  | Total |
($ in thousands) December 31, 2017 |  | Fair Value |  |  | Unrealized Losses |  |  | Fair Value |  |  | Unrealized Losses |  |  | Fair Value |  |  | Unrealized Losses |
Available-for-Sale Securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury and Government agencies |  | $ | 5,675 |  |  | $ | (27 | ) |  | $ | 2,559 |  |  | $ | (42 | ) |  | $ | 8,234 |  |  | $ | (69 | )
Mortgage-backed securities |  |  | 35,205 |  |  |  | (319 | ) |  |  | 14,673 |  |  |  | (371 | ) |  |  | 49,878 |  |  |  | (690 | )
State and political subdivisions |  |  | 905 |  |  |  | (4 | ) |  |  | 326 |  |  |  | (14 | ) |  |  | 1,231 |  |  |  | (18 | )
|  | $ | 41,785 |  |  | $ | (350 | ) |  | $ | 17,558 |  |  | $ | (427 | ) |  | $ | 59,343 |  |  | $ | (777 | )

The total potential unrealized loss as of March 31, 2018 in the securities portfolio was $1.60 million, compared to a $0.78 million unrealized loss at December 31, 2017. Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concern warrants such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent of the Company to not sell the investment and whether it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost. Management has determined there is no other-than-temporary-impairment on these securities.

| 10 |

NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES

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

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

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

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

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

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

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

| 11 |

Categories of loans at March 31, 2018 and December 31, 2017 include:

|  | Total Loans |  |  | Non-Accrual Loans |
($ in thousands) |  | Mar. 2018 |  |  | Dec. 2017 |  |  | Mar. 2018 |  |  | Dec. 2017 |
Commercial & Industrial |  | $ | 107,078 |  |  | $ | 101,554 |  |  |  | 35 |  |  |  | 121 |
Commercial RE & Construction |  |  | 338,586 |  |  |  | 332,154 |  |  |  | 487 |  |  |  | 1,322 |
Agricultural & Farmland |  |  | 50,266 |  |  |  | 51,947 |  |  |  | - |  |  |  | - |
Residential Real Estate |  |  | 151,820 |  |  |  | 150,854 |  |  |  | 1,714 |  |  |  | 1,123 |
Consumer & Other |  |  | 58,956 |  |  |  | 59,619 |  |  |  | 85 |  |  |  | 138 |
Total Loans |  | $ | 706,706 |  |  | $ | 696,128 |  |  | $ | 2,321 |  |  | $ | 2,704 |
Net deferred costs |  | $ | 501 |  |  | $ | 487 |  |  |  |  |  |  |  |  |
Total Loans, net deferred costs |  | $ | 707,207 |  |  | $ | 696,615 |  |  |  |  |  |  |  |  |
Allowance for loan losses |  | $ | (8,219 | ) |  | $ | (7,930 | ) |  |  |  |  |  |  |  |

The following tables present the activity in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of March 31, 2018, December 31, 2017 and March 31, 2017.

|  | Commercial |  |  | Commercial RE |  |  | Agricultural |  |  | Residential |  |  | Consumer |  |  |  |
($'s in thousands) |  | & Industrial |  |  | & Construction |  |  | & Farmland |  |  | Real Estate |  |  | & Other |  |  | Total |
ALLOWANCE FOR LOAN AND LEASE LOSSES |  |  |  |
For the Three Months Ended - March 31, 2018 |  |  |  |  |  |
Beginning balance |  | $ | 823 |  |  | $ | 3,779 |  |  | $ | 505 |  |  | $ | 2,129 |  |  | $ | 694 |  |  | $ | 7,930 |
Charge Offs |  |  | - |  |  |  | (19 | ) |  |  | - |  |  |  | - |  |  |  | (1 | ) |  | $ | (20 | )
Recoveries |  |  | - |  |  |  | 3 |  |  |  | - |  |  |  | 1 |  |  |  | 5 |  |  |  | 9 |
Provision |  |  | 155 |  |  |  | (90 | ) |  |  | 12 |  |  |  | 229 |  |  |  | (6 | ) |  |  | 300 |
Ending Balance |  | $ | 978 |  |  | $ | 3,673 |  |  | $ | 517 |  |  | $ | 2,359 |  |  | $ | 692 |  |  | $ | 8,219 |

|  | Commercial |  |  | Commercial RE |  |  | Agricultural |  |  | Residential |  |  | Consumer |  |  |  |
($'s in thousands) |  | & Industrial |  |  | & Construction |  |  | & Farmland |  |  | Real Estate |  |  | & Other |  |  | Total |
Loans Receivable at March 31, 2018 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Allowance: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Ending balance: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
individually evaluated for impairment |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 170 |  |  | $ | 4 |  |  | $ | 174 |
Ending balance: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
collectively evaluated for impairment |  | $ | 978 |  |  | $ | 3,673 |  |  | $ | 517 |  |  | $ | 2,189 |  |  | $ | 688 |  |  | $ | 8,045 |
Loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Ending balance: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
individually evaluated for impairment |  | $ | - |  |  | $ | 548 |  |  | $ | - |  |  | $ | 2,367 |  |  | $ | 190 |  |  | $ | 3,105 |
Ending balance: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
collectively evaluated for impairment |  | $ | 107,078 |  |  | $ | 338,038 |  |  | $ | 50,266 |  |  | $ | 149,453 |  |  | $ | 58,766 |  |  | $ | 703,601 |

| 12 |

|  | Commercial |  |  | Commercial RE |  |  | Agricultural |  |  | Residential |  |  | Consumer |  |  |  |
($'s in thousands) |  | & Industrial |  |  | & Construction |  |  | & Farmland |  |  | Real Estate |  |  | & Other |  |  | Total |
Loans Receivable at December 31, 2017 |  |  |  |  |  |  |  |  |  |  |  |
Allowance: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Ending balance: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
individually evaluated for impairment |  | $ | - |  |  | $ | 146 |  |  | $ | - |  |  | $ | 178 |  |  | $ | 5 |  |  | $ | 329 |
Ending balance: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
collectively evaluated for impairment |  | $ | 823 |  |  | $ | 3,633 |  |  | $ | 505 |  |  | $ | 1,951 |  |  | $ | 689 |  |  | $ | 7,601 |
Loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Ending balance: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
individually evaluated for impairment |  | $ | - |  |  | $ | 1,385 |  |  | $ | - |  |  | $ | 1,830 |  |  | $ | 197 |  |  | $ | 3,412 |
Ending balance: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
collectively evaluated for impairment |  | $ | 101,554 |  |  | $ | 330,769 |  |  | $ | 51,947 |  |  | $ | 149,024 |  |  | $ | 59,422 |  |  | $ | 692,716 |

|  | Commercial |  |  | Commercial RE |  |  | Agricultural |  |  | Residential |  |  | Consumer |  |  |  |
($'s in thousands) |  | & Industrial |  |  | & Construction |  |  | & Farmland |  |  | Real Estate |  |  | & Other |  |  | Total |
ALLOWANCE FOR LOAN AND LEASE LOSSES
For the Three Months Ended - March 31, 2017 |  |  |  |
Beginning balance |  | $ | 1,204 |  |  | $ | 3,321 |  |  | $ | 347 |  |  | $ | 1,963 |  |  | $ | 890 |  |  | $ | 7,725 |
Charge Offs |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (22 | ) |  |  | (29 | ) |  | $ | (51 | )
Recoveries |  |  | 1 |  |  |  | - |  |  |  | 1 |  |  |  | - |  |  |  | 3 |  |  |  | 5 |
Provision |  |  | (207 | ) |  |  | (125 | ) |  |  | 121 |  |  |  | 72 |  |  |  | 139 |  |  |  | - |
Ending Balance |  | $ | 998 |  |  | $ | 3,196 |  |  | $ | 469 |  |  | $ | 2,013 |  |  | $ | 1,003 |  |  | $ | 7,679 |

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

Commercial and Agricultural

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

Commercial Real Estate including Construction

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

| 13 |

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

Residential and Consumer

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

The following tables present the credit risk profile of the Company’s loan portfolio based on rating category and payment activity as of March 31, 2018 and December 31, 2017.

March 31, 2018 |  | Commercial |  |  | Commercial RE |  |  | Agricultural |  |  | Residential |  |  | Consumer |  |  |  |
($ in thousands) |  | & Industrial |  |  | & Construction |  |  | & Farmland |  |  | Real Estate |  |  | & Other |  |  | Total |
1-2 |  | $ | 19 |  |  | $ | 9 |  |  | $ | - |  |  | $ | 828 |  |  | $ | 1 |  |  | $ | 857 |
3 |  |  | 18,237 |  |  |  | 92,736 |  |  |  | 7,741 |  |  |  | 112,491 |  |  |  | 56,656 |  |  |  | 287,861 |
4 |  |  | 84,804 |  |  |  | 243,601 |  |  |  | 42,064 |  |  |  | 36,370 |  |  |  | 2,065 |  |  |  | 408,904 |
Total Pass (1 - 4) |  |  | 103,060 |  |  |  | 336,346 |  |  |  | 49,805 |  |  |  | 149,689 |  |  |  | 58,722 |  |  |  | 697,622 |
Special Mention (5) |  |  | 3,395 |  |  |  | 1,474 |  |  |  | 461 |  |  |  | - |  |  |  | 61 |  |  |  | 5,391 |
Substandard (6) |  |  | 88 |  |  |  | 438 |  |  |  | - |  |  |  | 2,094 |  |  |  | 173 |  |  |  | 2,793 |
Doubtful (7) |  |  | 535 |  |  |  | 328 |  |  |  | - |  |  |  | 37 |  |  |  | - |  |  |  | 900 |
Loss (8) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Total Loans |  | $ | 107,078 |  |  | $ | 338,586 |  |  | $ | 50,266 |  |  | $ | 151,820 |  |  | $ | 58,956 |  |  | $ | 706,706 |

December 31, 2017 |  | Commercial |  |  | Commercial RE |  |  | Agricultural |  |  | Residential |  |  | Consumer |  |  |  |
($ in thousands) |  | & Industrial |  |  | & Construction |  |  | & Farmland |  |  | Real Estate |  |  | & Other |  |  | Total |
1-2 |  | $ | 96 |  |  | $ | 13 |  |  | $ | - |  |  | $ | 832 |  |  | $ | 1 |  |  | $ | 942 |
3 |  |  | 19,883 |  |  |  | 93,222 |  |  |  | 8,080 |  |  |  | 114,130 |  |  |  | 57,204 |  |  |  | 292,519 |
4 |  |  | 80,448 |  |  |  | 236,217 |  |  |  | 43,735 |  |  |  | 34,271 |  |  |  | 2,151 |  |  |  | 396,822 |
Total Pass (1 - 4) |  |  | 100,427 |  |  |  | 329,452 |  |  |  | 51,815 |  |  |  | 149,233 |  |  |  | 59,356 |  |  |  | 690,283 |
Special Mention (5) |  |  | 512 |  |  |  | 1,100 |  |  |  | 132 |  |  |  | - |  |  |  | 66 |  |  |  | 1,810 |
Substandard (6) |  |  | 7 |  |  |  | 580 |  |  |  | - |  |  |  | 1,583 |  |  |  | 197 |  |  |  | 2,367 |
Doubtful (7) |  |  | 608 |  |  |  | 1,022 |  |  |  | - |  |  |  | 38 |  |  |  | - |  |  |  | 1,668 |
Loss (8) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Total Loans |  | $ | 101,554 |  |  | $ | 332,154 |  |  | $ | 51,947 |  |  | $ | 150,854 |  |  | $ | 59,619 |  |  | $ | 696,128 |

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

| 14 |

Credit Risk Profile

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

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

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

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

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

Loss (8): Loans are considered uncollectable and of such little value that continuing to carry them as assets on the Company’s financial statement is not 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.

| 15 |

The following tables present the Company’s loan portfolio aging analysis as of March 31, 2018 and December 31, 2017.

($ in thousands) |  | 30-59 Days |  |  | 60-89 Days |  |  | Greater Than |  |  | Total Past |  |  |  |  |  | Total Loans |
March 31, 2018 |  | Past Due |  |  | Past Due |  |  | 90 Days |  |  | Due |  |  | Current |  |  | Receivable |
Commercial & Industrial |  | $ | 209 |  |  | $ | 20 |  |  | $ | 3 |  |  | $ | 232 |  |  | $ | 106,846 |  |  | $ | 107,078 |
Commercial RE & Construction |  |  | 47 |  |  |  | - |  |  |  | 255 |  |  |  | 302 |  |  |  | 338,284 |  |  |  | 338,586 |
Agricultural & Farmland |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 50,266 |  |  |  | 50,266 |
Residential Real Estate |  |  | 375 |  |  |  | 10 |  |  |  | 975 |  |  |  | 1,360 |  |  |  | 150,460 |  |  |  | 151,820 |
Consumer & Other |  |  | 196 |  |  |  | 126 |  |  |  | 60 |  |  |  | 382 |  |  |  | 58,574 |  |  |  | 58,956 |
Total Loans |  | $ | 827 |  |  | $ | 156 |  |  | $ | 1,293 |  |  | $ | 2,276 |  |  | $ | 704,430 |  |  | $ | 706,706 |

($ in thousands) |  | 30-59 Days |  |  | 60-89 Days |  |  | Greater Than |  |  | Total Past |  |  |  |  |  | Total Loans |
December 31, 2017 |  | Past Due |  |  | Past Due |  |  | 90 Days |  |  | Due |  |  | Current |  |  | Receivable |
Commercial & Industrial |  | $ | 85 |  |  | $ | - |  |  | $ | 88 |  |  | $ | 173 |  |  | $ | 101,381 |  |  | $ | 101,554 |
Commercial RE & Construction |  |  | 110 |  |  |  | - |  |  |  | 1,086 |  |  |  | 1,196 |  |  |  | 330,958 |  |  |  | 332,154 |
Agricultural & Farmland |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 51,947 |  |  |  | 51,947 |
Residential Real Estate |  |  | 484 |  |  |  | 379 |  |  |  | 433 |  |  |  | 1,296 |  |  |  | 149,558 |  |  |  | 150,854 |
Consumer & Other |  |  | 182 |  |  |  | 21 |  |  |  | 103 |  |  |  | 306 |  |  |  | 59,313 |  |  |  | 59,619 |
Total Loans |  | $ | 861 |  |  | $ | 400 |  |  | $ | 1,710 |  |  | $ | 2,971 |  |  | $ | 693,157 |  |  | $ | 696,128 |

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

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

The following tables present impaired loan information as of and for the three months ended March 31, 2018 and 2017, and for the twelve months ended December 31, 2017:

Three Months Ended March 31, 2018 |  | Recorded |  |  | Unpaid Principal |  |  | Related |  |  | Average Recorded |  |  | Interest Income |
($'s in thousands) |  | Investment |  |  | Balance |  |  | Allowance |  |  | Investment |  |  | Recognized |
With no related allowance recorded: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial & Industrial |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
Commercial RE & Construction |  |  | 548 |  |  |  | 575 |  |  |  | - |  |  |  | 725 |  |  |  | 6 |
Agricultural & Farmland |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Residential Real Estate |  |  | 1,301 |  |  |  | 1,344 |  |  |  | - |  |  |  | 2,005 |  |  |  | 20 |
Consumer & Other |  |  | 105 |  |  |  | 104 |  |  |  | - |  |  |  | 118 |  |  |  | 2 |
With a specific allowance recorded: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial & Industrial |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Commercial RE & Construction |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Agricultural & Farmland |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Residential Real Estate |  |  | 1,066 |  |  |  | 1,085 |  |  |  | 170 |  |  |  | 613 |  |  |  | 7 |
Consumer & Other |  |  | 85 |  |  |  | 85 |  |  |  | 4 |  |  |  | 86 |  |  |  | 1 |
Totals: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial & Industrial |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
Commercial RE & Construction |  | $ | 548 |  |  | $ | 575 |  |  | $ | - |  |  | $ | 725 |  |  | $ | 6 |
Agricultural & Farmland |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
Residential Real Estate |  | $ | 2,367 |  |  | $ | 2,429 |  |  | $ | 170 |  |  | $ | 2,618 |  |  | $ | 27 |
Consumer & Other |  | $ | 190 |  |  | $ | 189 |  |  | $ | 4 |  |  | $ | 204 |  |  | $ | 3 |

| 16 |

Twelve Months Ended December 31, 2017 |  | Recorded |  |  | Unpaid Principal |  |  | Related |  |  | Average Recorded |  |  | Interest Income |
($'s in thousands) |  | Investment |  |  | Balance |  |  | Allowance |  |  | Investment |  |  | Recognized |
With no related allowance recorded: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial & Industrial |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
Commercial RE & Construction |  |  | 696 |  |  |  | 722 |  |  |  | - |  |  |  | 756 |  |  |  | 34 |
Agricultural & Farmland |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Residential Real Estate |  |  | 752 |  |  |  | 795 |  |  |  | - |  |  |  | 1,460 |  |  |  | 67 |
Consumer & Other |  |  | 110 |  |  |  | 110 |  |  |  | - |  |  |  | 128 |  |  |  | 9 |
With a specific allowance recorded: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial & Industrial |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Commercial RE & Construction |  |  | 689 |  |  |  | 689 |  |  |  | 146 |  |  |  | 713 |  |  |  | - |
Agricultural & Farmland |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Residential Real Estate |  |  | 1,078 |  |  |  | 1,097 |  |  |  | 178 |  |  |  | 628 |  |  |  | 25 |
Consumer & Other |  |  | 87 |  |  |  | 87 |  |  |  | 5 |  |  |  | 91 |  |  |  | 5 |
Totals: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Commercial & Industrial |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
Commercial RE & Construction |  | $ | 1,385 |  |  | $ | 1,411 |  |  | $ | 146 |  |  | $ | 1,469 |  |  | $ | 34 |
Agricultural & Farmland |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
Residential Real Estate |  | $ | 1,830 |  |  | $ | 1,892 |  |  | $ | 178 |  |  | $ | 2,088 |  |  | $ | 92 |
Consumer & Other |  | $ | 197 |  |  | $ | 197 |  |  | $ | 5 |  |  | $ | 219 |  |  | $ | 14 |

Three Months Ended |  | Average Recorded |  |  | Interest Income |
March 31, 2017 |  | Investment |  |  | Recognized |
($'s in thousands) |  |  |  |  |  |
With no related allowance recorded: |  |  |  |  |  |
Commercial & Industrial |  | $ | - |  |  | $ | - |
Commercial RE & Construction |  |  | 644 |  |  |  | 12 |
Agricultural & Farmland |  |  | - |  |  |  | - |
Residential Real Estate |  |  | 1,355 |  |  |  | 18 |
Consumer & Other |  |  | 139 |  |  |  | 2 |
With a specific allowance recorded: |  |  |  |  |  |  |  |
Commercial & Industrial |  |  | - |  |  |  | - |
Commercial RE & Construction |  |  | 788 |  |  |  | (2 | )
Agricultural & Farmland |  |  | - |  |  |  | - |
Residential Real Estate |  |  | 637 |  |  |  | 7 |
Consumer & Other |  |  | 167 |  |  |  | 1 |
Totals: |  |  |  |  |  |  |  |
Commercial & Industrial |  | $ | - |  |  | $ | - |
Commercial RE & Construction |  | $ | 1,432 |  |  | $ | 10 |
Agricultural & Farmland |  | $ | - |  |  | $ | - |
Residential Real Estate |  | $ | 1,992 |  |  | $ | 25 |
Consumer & Other |  | $ | 306 |  |  | $ | 3 |

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.

| 17 |

TDR Concession Types

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

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

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

| (1) | Lengthens the amortization period of the amortized principal beyond market terms. This concession reduces the minimum monthly payment and increases the amount of the balloon payment at the end of the term of the loan. Principal is generally not forgiven.

| (2) | Reduces the amount of loan principal to be amortized. This concession also reduces the minimum monthly payment and increases the amount of the balloon payment at the end of the term of the loan. Principal is generally not forgiven.

| (3) | Extends the maturity date or dates of the debt beyond what the collateral supports. This concession generally applies to loans without a balloon payment at the end of the term of the loan. In addition, there may be instances where renewing loans potentially require non-market terms and would then be reclassified as TDRs.

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

During the first three months of 2018 and 2017, there was no TDR activity.

TDRs modified in the past twelve-month period that have subsequently defaulted

($ in thousands) |  | Number of Contracts |  |  | Recorded Balance |
Residential Real Estate |  |  | 1 |  |  | $ | 61 |
Commercial Real Estate |  |  | 1 |  |  |  | 159 |
Total Modifications |  |  | 2 |  |  | $ | 220 |

| 18 |

NOTE 5 – 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 $1.0 billion at March 31, 2018 and $994.9 million at December 31, 2017. Contractually specified servicing fees of approximately $0.6 million and $0.6 million were included in mortgage loan servicing fees in the income statement for the periods ending March 31, 2018 and 2017, respectively.

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

($ in thousands) |  | 2018 |  |  | 2017 |
Carrying amount, January 1 |  | $ | 9,907 |  |  | $ | 8,422 |
Mortgage servicing rights capitalized during the year |  |  | 502 |  |  |  | 488 |
Mortgage servicing rights amortization during the year |  |  | (246 | ) |  |  | (218 | )
Net change in valuation allowance |  |  | 92 |  |  |  | 35 |
Carrying amount, March 31 |  | $ | 10,255 |  |  | $ | 8,727 |
Valuation allowance: |  |  |  |  |  |  |  |
January 1 |  | $ | 151 |  |  | $ | 228 |
Increase/(reduction) |  |  | (92 | ) |  |  | (35 | )
March 31 |  | $ | 59 |  |  | $ | 193 |

NOTE 6 – DERIVATIVE FINANCIAL INSTRUMENTS AND REPURCHASE AGREEMENTS

Risk Management Objective of Using Derivatives

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

Non-designated Hedges

The Company does not use derivatives for trading or speculative purposes. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously offset by interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. As of March 31, 2018 and December 31, 2017, the notional amount of customer-facing swaps was approximately $49.0 million and $39.3 million, respectively. The same amounts were offset with third party counterparties, as described above.

| 19 |

The Company has minimum collateral posting thresholds with its derivative counterparties. As of March 31, 2018 and December 31, 2017, the Company had no posted cash as collateral with correspondents. At March 31, 2018, we had cash from correspondents as collateral of $0.9 million.

The table below presents the fair value of the Company’s derivative financial instruments, as well as their classification on the Balance Sheet, as of March 31, 2018 and December 31, 2017.

|  | Asset Derivatives |  | Liability Derivatives
|  | March 31, 2018 |  | March 31, 2018
($ in thousands) |  | Balance Sheet |  | Fair |  |  | Balance Sheet |  | Fair |
|  | Location |  | Value |  |  | Location |  | Value |
Derivatives not designated as hedging instruments: |  |  |  |  |  |  |  |  |  |
Interest rate contracts |  | Other Assets |  | $ | 1,144 |  |  | Other Liabilities |  | $ | 1,144 |

|  | Asset Derivatives |  | Liability Derivatives
|  | December 31, 2017 |  | December 31, 2017
($ in thousands) |  | Balance Sheet |  | Fair |  |  | Balance Sheet |  | Fair |
|  | Location |  | Value |  |  | Location |  | Value |
Derivatives not designated as hedging instruments: |  |  |  |  |  |  |  |  |  |
Interest rate contracts |  | Other Assets |  | $ | 698 |  |  | Other Liabilities |  | $ | 698 |

The Company’s derivative financial instruments had no net effect on the condensed consolidated Income Statements for the three months ended March 31, 2018 and 2017.

Securities Sold Under Repurchase Agreements

State Bank 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. The agreements mature within one month. These repurchase agreements are secured by agency securities and mortgage-backed securities with corresponding liabilities of $5.0 million and of $14.2 million. These securities have various maturity dates beyond 2020.

NOTE 7 – 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

| 20 |

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

Available-for-Sale Securities

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

Interest Rate Contracts

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

The following table presents the fair value measurements of assets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2018 and December 31, 2017.

($ in thousands) Available-for-Sale Securities: |  | Fair Values at March 31, 2018 |  |  | (Level 1) |  |  | (Level 2) |  |  | (Level 3) |
U.S. Treasury and Government Agencies |  | $ | 14,166 |  |  | $ | - |  |  | $ | 14,166 |  |  | $ | - |
Mortgage-backed securities |  |  | 64,731 |  |  |  | - |  |  |  | 64,731 |  |  |  | - |
State and political subdivisions |  |  | 13,090 |  |  |  | - |  |  |  | 13,090 |  |  |  | - |
Interest rate contracts - assets |  |  | 1,144 |  |  |  | - |  |  |  | 1,144 |  |  |  | - |
Interest rate contracts - liabilities |  |  | (1,144 | ) |  |  | - |  |  |  | (1,144 | ) |  |  | - |

Fair Value Measurements Using:
($ in thousands) Available-for-Sale Securities: |  | Fair Values at December 31, 2017 |  |  | (Level 1) |  |  | (Level 2) |  |  | (Level 3) |
U.S. Treasury and Government Agencies |  | $ | 12,708 |  |  | $ | - |  |  | $ | 12,708 |  |  | $ | - |
Mortgage-backed securities |  |  | 56,762 |  |  |  | - |  |  |  | 56,762 |  |  |  | - |
State and political subdivisions |  |  | 13,250 |  |  |  | - |  |  |  | 13,250 |  |  |  | - |
Equity securities |  |  | 70 |  |  |  | - |  |  |  | 70 |  |  |  | - |
Interest rate contracts - assets |  |  | 698 |  |  |  | - |  |  |  | 698 |  |  |  | - |
Interest rate contracts - liabilities |  |  | (698 | ) |  |  | - |  |  |  | (698 | ) |  |  | - |

Level 1 – Quoted Prices in Active Markets for Identical Assets

Level 2 – Significant Other Observable Inputs

Level 3 – Significant Unobservable Inputs

| 21 |

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

Collateral-dependent Impaired Loans, NET of ALLL

Loans for which it is probable the Company will not collect all principal and interest due according to contractual terms are measured for impairment. The estimated fair value of collateral-dependent impaired loans is based on the appraised value of the collateral, less estimated cost to sell. Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy. This method requires obtaining an independent appraisal of the collateral, which is reviewed for accuracy and consistency by Credit Administration. These appraisers are selected from the list of approved appraisers maintained by management. The appraised values are reduced by applying a discount factor to the value based on the Company’s loan review policy. All impaired loans held by the Company were collateral dependent at March 31, 2018 and December 31, 2017.

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) Description |  | Fair Values at March 31, 2018 |  |  | (Level 1) |  |  | (Level 2) |  |  | (Level 3) |
Impaired loans |  | $ | 237 |  |  | $ | - |  |  | $ | - |  |  | $ | 237 |
Mortgage Servicing Rights |  |  | 754 |  |  |  | - |  |  |  | - |  |  |  | 754 |

($ in thousands) Description |  | Fair Values at December 31, 2017 |  |  | (Level 1) |  |  | (Level 2) |  |  | (Level 3) |
Impaired loans |  | $ | 982 |  |  | $ | - |  |  | $ | - |  |  | $ | 982 |
Mortgage Servicing Rights |  |  | 1,490 |  |  |  | - |  |  |  | - |  |  |  | 1,490 |

Level 1 - Quoted Prices in Active Markets for Identical Assets

Level 2 - Significant Other Observable Inputs

Level 3 - Significant Unobservable Inputs

| 22 |

|  | Fair Value at March 31, |  |  | Valuation |  |  |  |  |
($'s in thousands) |  | 2018 |  |  | Technique |  | Unobservable Inputs |  | Range |
Collateral-dependent impaired loans |  | $ | 237 |  |  | Market comparable properties |  | Comparability adjustments (%) |  |  | 20 | %
Mortgage servicing rights |  |  | 754 |  |  | Discounted cash flow |  | Discount Rate |  |  | 10.15 | %
|  |  |  |  |  |  |  | Constant prepayment rate |  |  | 6.39 | %
|  |  |  |  |  |  |  | P&I earnings credit |  |  | 1.88 | %
|  |  |  |  |  |  |  | T&I earnings credit |  |  | 2.62 | %
|  |  |  |  |  |  |  | Inflation for cost of servicing |  |  | 1.50 | %

|  | Fair Value at December 31, |  |  | Valuation |  |  |  |  |
($'s in thousands) |  | 2017 |  |  | Technique |  | Unobservable Inputs |  | Range |
Collateral-dependent impaired loans |  | $ | 982 |  |  | Market comparable properties |  | Comparability adjustments (%) |  |  | Not available |
Mortgage servicing rights |  |  | 1,490 |  |  | Discounted cash flow |  | Discount Rate |  |  | 9.65 | %
|  |  |  |  |  |  |  | Constant prepayment rate |  |  | 7.51 | %
|  |  |  |  |  |  |  | P&I earnings credit |  |  | 1.56 | %
|  |  |  |  |  |  |  | T&I earnings credit |  |  | 2.13 | %
|  |  |  |  |  |  |  | Inflation for cost of servicing |  |  | 1.50 | %

Unobservable (Level 3) Inputs

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

There were no changes in the inputs or methodologies used to determine fair value at March 31, 2018 as compared to December 31, 2017.

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

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

The carrying amount approximates the fair value.

Loans Held for Sale

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

Loans

The estimated fair value of loans as of March 31, 2018 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. The fair value estimate shown as of December 31, 2017 used an “entry price” approach. The fair value calculation for that date discounted estimated future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Consequently, the fair value disclosures for March 31, 2018 and December 31, 2017 are not directly comparable.

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.

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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, 2018 and December 31, 2017.

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, 2018 and December 31, 2017 and are not considered significant to this presentation.

Trust Preferred Securities

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

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

|  | March 31, 2018 |  |  |  |  |  |  |  |  |  |
|  | Carrying |  |  | Fair Value Measurements Using |
|  | Amount |  |  | (Level 1) |  |  | (Level 2) |  |  | (Level 3) |
($ in thousands) |  |  |  |  |  |  |  |  |  |  |  |
Financial assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 48,329 |  |  | $ | 48,329 |  |  | $ | - |  |  | $ | - |
Loans held for sale |  |  | 8,893 |  |  |  | - |  |  |  | 9,058 |  |  |  | - |
Loans, net of allowance for loan losses |  |  | 698,988 |  |  |  | - |  |  |  | - |  |  |  | 684,348 |
Federal Reserve and FHLB Bank stock |  |  | 3,748 |  |  |  | - |  |  |  | 3,748 |  |  |  | - |
Accrued interest receivable |  |  | 1,925 |  |  |  | - |  |  |  | 1,925 |  |  |  | - |
Financial liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits |  | $ | 748,795 |  |  | $ | 531,391 |  |  | $ | 215,158 |  |  | $ | - |
Repurchase agreements |  |  | 14,505 |  |  |  | - |  |  |  | 14,505 |  |  |  | - |
FHLB advances |  |  | 18,500 |  |  |  | - |  |  |  | 18,319 |  |  |  | - |
Trust preferred securities |  |  | 10,310 |  |  |  | - |  |  |  | 9,446 |  |  |  | - |
Accrued interest payable |  |  | 633 |  |  |  | - |  |  |  | 633 |  |  |  | - |

|  | December 31, 2017 |  |  |  |  |  |  |  |  |  |
|  | Carrying |  |  | Fair Value Measurements Using |
|  | Amount |  |  | (Level 1) |  |  | (Level 2) |  |  | (Level 3) |
($ in thousands) |  |  |  |  |  |  |  |  |  |  |  |
Financial assets |  |  |  |  |  |  |  |  |  |  |  |
Cash and due from banks |  | $ | 26,616 |  |  | $ | 26,616 |  |  | $ | - |  |  | $ | - |
Loans held for sale |  |  | 3,940 |  |  |  | - |  |  |  | 4,041 |  |  |  | - |
Loans, net of allowance for loan losses |  |  | 688,685 |  |  |  | - |  |  |  | - |  |  |  | 686,940 |
Federal Reserve and FHLB Bank stock, at cost |  |  | 3,748 |  |  |  | - |  |  |  | 3,748 |  |  |  | - |
Accrued interest receivable |  |  | 1,825 |  |  |  | - |  |  |  | 1,825 |  |  |  | - |
Financial liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits |  | $ | 729,600 |  |  | $ | 511,782 |  |  | $ | 220,823 |  |  | $ | - |
Repurchase agreements |  |  | 15,082 |  |  |  | - |  |  |  | 15,082 |  |  |  | - |
FHLB advances |  |  | 18,500 |  |  |  | - |  |  |  | 18,385 |  |  |  | - |
Trust preferred securities |  |  | 10,310 |  |  |  | - |  |  |  | 9,673 |  |  |  | - |
Accrued interest payable |  |  | 592 |  |  |  | - |  |  |  | 592 |  |  |  | - |

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NOTE 8 – SHARE BASED COMPENSATION

In April 2017, the 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. This plan permits the grant or award of incentive stock options, nonqualified stock options, stock appreciation rights ("SAR’s"), restricted stock, and restricted stock units (“RSU’s”) for up to 500,000 Common Shares of the Company.

The 2008 Plan, which was approved by the shareholders in April 2008, permits the grant or award of incentive stock options, nonqualified stock options, stock appreciation rights ("SARs"), and restricted stock for up to 250,000 Common Shares of the Company.

The 2008 and 2017 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.

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 three months of 2018.

A summary of incentive option activity under the Company’s plans as of March 31, 2018 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, 2017 |  |  | 92,500 |  |  | $ | 6.97 |  |  |  |  |  |  |  |  |
Granted |  |  | - |  |  |  | - |  |  |  |  |  |  |  |  |
Exercised |  |  | (5,750 | ) |  |  | 6.98 |  |  |  |  |  |  |  |  |
Forfeited |  |  | - |  |  |  | - |  |  |  |  |  |  |  |  |
Expired |  |  | - |  |  |  | - |  |  |  |  |  |  |  |  |
Outstanding, March 31, 2018 |  |  | 86,750 |  |  | $ | 6.97 |  |  |  | 1.87 |  |  | $ | 1,001 |
Exercisable, March 31, 2018 |  |  | 86,750 |  |  | $ | 6.97 |  |  |  | 1.87 |  |  | $ | 1,001 |

During 2018, the 5,750 option shares exercised had a total intrinsic value of $0.06 million and the cash received from these exercised options was $0.04 million. The tax benefit from these transactions was immaterial. As of March 31, 2018, there was no unrecognized compensation cost related to incentive option share-based compensation arrangements 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 2008 Plan. These restricted stock awards vest over a four-year period and are intended to assist the Company in retention of key executives. During 2017, the Company met certain performance targets and restricted stock awards were approved and issued in February of 2018. The compensation cost charged against income for the Long Term Incentive (LTI) Plan was $0.08 million, with a total income tax benefit recognized in the income statement of $0.03 million.

| 25 |

As of March 31, 2018, there was $0.70 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements related to the restricted stock awards under the 2008 and 2017 Plans which were granted in accordance with the Long Term Incentive (LTI) plan. That cost is expected to be recognized over a weighted-average period of 1.9 years.

A summary of restricted stock activity under the Company’s plans as of March 31, 2018 and changes during the quarter then ended, is presented below:

|  | Shares |  |  | Weighted-Average Value per Share |
Nonvested, December 31, 2017 |  |  | 52,258 |  |  | $ | 14.91 |
Granted |  |  | 15,268 |  |  |  | 17.60 |
Vested |  |  | (21,632 | ) |  |  | 13.95 |
Forfeited |  |  | - |  |  |  | - |
Nonvested, March 31, 2018 |  |  | 45,894 |  |  | $ | 16.26 |

In April, 2017, the Company’s shareholders approved a new equity-based incentive compensation plan, the 2017 Stock Incentive Plan (the “2017). The 2017 Plan permits the company to grant stock options, restricted stock and other equity-based awards and cash-based awards to employees and directors of the Company and its subsidiaries. A total of 500,000 common shares of the Company are available for grants of awards under the 2017 Plan. As of March 31, 2018, 17,268 shares had been granted under the 2017 Plan.

NOTE 9 – EQUITY CAPITAL

On February 9, 2018, the Company closed a common share capital raise, pursuant to which the Company issued and sold an aggregate of 1,666,666 common shares in a public offering registered with the Securities and Exchange Commission at a price of $18.00 per share, resulting in gross proceeds of $30.0 million. After fees and transaction expenses, the Company realized net proceeds of $27.9 million. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include (a) capital contributions to its bank subsidiary to increase regulatory capital and/or (b) investments at the holding company level.

NOTE 10 – 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 such claims, lawsuits and examinations will not have a material adverse effect on the consolidated financial position, results of operations and cash flow of the Company.

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

Cautionary Statement Regarding Forward-Looking Information

This Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains certain forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. Examples of forward-looking statements include: (a) projections of income or expense, earnings per share, the payment or non-payment of dividends, capital structure and other financial items; (b) statements of plans and objectives of the Company or our management or Board of Directors, including those relating to products or services; (c) statements of future economic performance; (d) statements regarding future customer attraction or retention; and (e) statements of assumptions underlying such statements. Words such as “anticipates”, “believes”, “plans”, “intends”, “expects”, “projects”, “estimates”, “should”, “may”, “would be”, “will allow”, “will likely result”, “will continue”, “will remain”, or other similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying those statements. Forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation, risks and uncertainties inherent in the national and regional banking industry, changes in economic conditions in the market areas in which the Company and its subsidiaries operate, changes in policies by regulatory agencies, changes in accounting standards and policies, changes in tax laws, fluctuations in interest rates, demand for loans in the market areas in which the Company and its subsidiaries operate, increases in FDIC insurance premiums, changes in the competitive environment, losses of significant customers, geopolitical events and the loss of key personnel. Additional detailed information concerning a number of important factors which could cause actual results to differ materially from the forward-looking statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations is available in the Company’s filings with the Securities and Exchange Commission, including the risks identified under the heading “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017. 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 bank holding company registered with the Federal Reserve Board. SB Financial’s wholly-owned subsidiary, The State Bank and Trust Company (“State Bank”), is an Ohio-chartered bank engaged in commercial banking. SB Financial’s technology subsidiary, Rurbanc Data Services, Inc. dba RDSI Banking Systems (“RDSI”), provides item processing services to community banks and businesses.

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

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

State Bank Insurance, LLC (“SBI”) is an Ohio corporation and a wholly owned subsidiary of State Bank 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.

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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, 2017 describes the significant accounting policies used in the development and presentation of the Company’s financial statements. The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States and conform to general practices within the banking industry. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. The Company’s financial position and results of operations can be affected by these estimates and assumptions and are integral to the understanding of reported results. Critical accounting policies are those policies that management believes are the most important to the portrayal of the Company’s financial condition and results, and they require management to make estimates that are difficult, subjective, and/or complex.

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

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

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

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

| 28 |

Three Months Ended March 31, 2018 compared to Three Months Ended March 31, 2017

Net Income: Net income for the first quarter of 2018 was $2.5 million compared to net income of $2.0 million for the first quarter of 2017, an increase of 23 percent. Earnings per diluted share (EPS) of $0.35 were up 13 percent from the $0.31 for the first quarter of 2017. The EPS for the quarter includes the average impact of the common capital raise completed in February 2018, which added 1.67 million shares.

Provision for Loan Losses: The first quarter provision for loan losses was $0.3 million compared to $0.0 million for the year-ago quarter. Net charge-offs for the quarter were $0.01 million compared to $0.05 million for the year-ago quarter. Total delinquent loans ended the quarter at $2.3 million, or 0.32 percent of total loans, which was up $0.1 million from the prior year.

Asset Quality Review – For the Period Ended ($’s in Thousands) |  | Mar. 31, 2018 |  |  | Mar. 31, 2017 |
Net charge-offs |  | $ | 10 |  |  | $ | 46 |
Nonaccruing loans |  |  | 2,321 |  |  |  | 2,382 |
Accruing Trouble Debt Restructures |  |  | 1,115 |  |  |  | 1,383 |
Nonaccruing and restructured loans |  |  | 3,436 |  |  |  | 3,765 |
OREO / OAO |  |  | 70 |  |  |  | 950 |
Nonperforming assets |  |  | 3,506 |  |  |  | 4,715 |
Nonperforming assets/Total assets |  |  | 0.38 | % |  |  | 0.56 | %
Allowance for loan losses/Total loans |  |  | 1.16 | % |  |  | 1.23 | %
Allowance for loan losses/Nonperforming loans |  |  | 239.2 | % |  |  | 204.0 | %

Consolidated Revenue: Total revenue, consisting of net interest income and noninterest income, was $11.9 million for the first quarter of 2018, an increase of $1.6 million, or 16 percent, from the $10.3 million generated during the 2017 first quarter.

Net interest income was $7.7 million, which is up $1.2 million from the prior year first quarter’s $6.5 million. The Company’s earning assets increased $68.0 million, coupled with a 37 basis point increase in the yield on earning assets. The net interest margin for the first quarter of 2018 was 3.86 percent compared to 3.59 percent for the first quarter of 2017. Funding cost for interest bearing liabilities for the first quarter of 2018 were 0.71 percent compared to 0.60 percent for the prior year first quarter.

Noninterest income was $4.2 million for the 2018 first quarter, which is up $0.4 million from the prior year first quarter’s $3.8 million. In addition to the mortgage revenue detailed below, gains from the sale of non-mortgage loans was $0.7 million and wealth management revenue was $0.7 million. The completed the sale of DCM in the first quarter of 2018, resulting in total revenue of $0.4 million. Noninterest income as a percentage of average assets for the first quarter of 2018 was 1.87 percent compared to 1.84 percent for the prior year first quarter.

State Bank originated $58.5 million of mortgage loans for the first quarter of 2018, of which $43.4 million was sold with the remainder in loans held for investment. This compares to $56.7 million for the first quarter of 2017, of which $46.4 million was sold with the remainder in loans held for investment. These first quarter 2018 originations and subsequent sales resulted in $1.1 million of gains, down $0.2 million from the gains for the first quarter of 2017. Net mortgage banking revenue was $1.6 million for the first quarter of 2018 compared to $1.6 million for the first quarter of 2017. The 2018 first quarter included an $0.09 million positive valuation impairment on our mortgage servicing rights, due to decreased prepayment speeds in the portfolio.

| 29 |

Consolidated Noninterest Expense: Noninterest expense for the first quarter of 2018 was $8.6 million, which is up $1.2 million compared to $7.4 million in the prior-year first quarter. The first quarter of 2018 included higher commission on SBA sales (of $0.1 million), expenses related to the sale of DCM (of $0.2 million) and several of the previously announced tax initiatives (of $0.2 million).

Income Taxes: Income taxes for the first quarter of 2018 were $0.6 million (effective rate 18.7 percent) compared to $0.9 million (effective rate 31.9 percent) for the first quarter of 2017. The lower tax level was driven by a slightly higher pretax income, which was well offset by the new rates under the Tax Cuts and Jobs Act.

Changes in Financial Condition

Total assets at March 31, 2018 were $925.6 million, an increase of $49.0 million or 5.6 percent since 2017 year end. Total loans, net of unearned income, were $707.2 million as of March 31, 2018, up $10.5 million from year-end, an increase of 1.5 percent.

Total deposits at March 31, 2018 were $748.8 million, an increase of $19.2 million or 2.6 percent since 2017 year end. Borrowed funds (consisting of FHLB advances, and REPOs) totaled $33.0 million at March 31, 2018. This is down from year-end when borrowed funds totaled $33.6 million due to an decrease in REPO balances. Total equity for the Company of $122.9 million now stands at 13.3 percent of total assets, which is up from the December 31, 2017 level of $94.0 million and 10.7 percent of total assets. Equity balances were higher due to the common capital raise completed by the Company in the first quarter of 2018 as detailed in Note 9.

The allowance for loan loss of $8.2 million is up from the 2017 year end by 3.6 percent. This increase combined with the loan increase of 1.4 percent results in an allowance to loans of 1.16 percent. The 1.16 percent level is considered appropriate by management given the risk profile of the portfolio.

Capital Resources

As of March 31, 2018, based on the computations for the call report the Bank is classified as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, State Bank must maintain capital ratios as set forth in the table below. There are no conditions or events since March 31, 2018 that management believes have changed State Bank’s capital classification.

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State Bank’s actual capital levels and ratios as of March 31, 2018 and December 31, 2017 are presented in the following table. Capital levels are presented for State Bank only as the Company is now exempt from quarterly reporting on capital levels at the holding company level ($’s in thousands):

|  | Actual |  |  | For Capital Adequacy Purposes |  |  | To Be Well Capitalized Under Prompt Corrective Action Procedures |
($ in thousands) |  | Amount |  |  | Ratio |  |  | Amount |  |  | Ratio |  |  | Amount |  |  | Ratio |
As of March 31, 2018 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Tier I Capital to average assets |  | $ | 99,840 |  |  |  | 11.25 | % |  | $ | 35,502 |  |  |  | 4.0 | % |  | $ | 44,378 |  |  |  | 5.0 | %
Tier I Common equity capital to risk-weighted assets |  |  | 99,840 |  |  |  | 12.23 | % |  |  | 36,721 |  |  |  | 4.5 | % |  |  | 53,042 |  |  |  | 6.5 | %
Tier I Capital to risk-weighted assets |  |  | 99,840 |  |  |  | 12.23 | % |  |  | 48,962 |  |  |  | 6.0 | % |  |  | 65,282 |  |  |  | 8.0 | %
Total Risk-based capital to risk-weighted assets |  |  | 108,059 |  |  |  | 13.24 | % |  |  | 65,282 |  |  |  | 8.0 | % |  |  | 81,603 |  |  |  | 10.0 | %
As of December 31, 2017 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Tier I Capital to average assets |  | $ | 83,807 |  |  |  | 9.72 | % |  | $ | 34,477 |  |  |  | 4.0 | % |  | $ | 43,097 |  |  |  | 5.0 | %
Tier I Common equity capital to risk-weighted assets |  |  | 83,807 |  |  |  | 10.54 | % |  |  | 35,786 |  |  |  | 4.5 | % |  |  | 51,691 |  |  |  | 6.5 | %
Tier I Capital to risk-weighted assets |  |  | 83,807 |  |  |  | 10.54 | % |  |  | 47,715 |  |  |  | 6.0 | % |  |  | 63,620 |  |  |  | 8.0 | %
Total Risk-based capital to risk-weighted assets |  |  | 91,737 |  |  |  | 11.54 | % |  |  | 63,620 |  |  |  | 8.0 | % |  |  | 79,524 |  |  |  | 10.0 | %

Effective January 1, 2015, new regulatory capital requirements commonly referred to as “Basel III” were implemented and are reflected in the March 31, 2018 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 Banks 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 $149.7 million at March 31, 2018, compared to $113.3 million at December 31, 2017.

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 $477.2 million at March 31, 2018 and $535.0 million at December 31, 2017, which can and has been used to collateralize borrowings, is an additional source of liquidity. Management believes the Company’s current liquidity level, without these borrowings, is sufficient to meet its liquidity needs. At March 31, 2018, all eligible commercial real estate, first mortgage residential and multi-family mortgage loans were pledged under an FHLB blanket lien.

The cash flow statements for the periods presented provide an indication of the Company’s sources and uses of cash, as well as an indication of the ability of the Company to maintain an adequate level of liquidity. A discussion of the cash flow statements for the three months ended March 31, 2018 and 2017 follows.

| 31 |

The Company experienced positive cash flows from operating activities for the three months ended March 31, 2018 and March 31, 2017. Net cash provided by operating activities was $3.4 million for the three months ended March 31, 2018 and $0.6 million for the three months ended March 31, 2017. Highlights for the current year include $43.4 million in proceeds from the sale of loans, which is down $3.0 million from the prior year. Originations of loans held for sale was a use of cash of $41.7 million, which is also down from the prior year, by $4.7 million. For the three months ended March 31, 2018, there was a gain on sale of loans of $1.8 million, and depreciation and amortization of $0.4 million.

The Company experienced negative cash flows from investing activities for the three months ended March 31, 2018 and March 31, 2017. Net cash flows used in investing activities was $27.4 million for the three months ended March 31, 2018 and $1.3 million for the three months ended March 31, 2017. Highlights for the three months ended March 31, 2018 include $13.1 million in purchases of available-for-sale securities. These cash payments were offset by $2.9 million in proceeds from maturities and sales of securities, which is down $2.6 million from the prior three-month period. The Company experienced a $16.9 million increase in loans, which is up $34.6 million from the prior year three-month period.

The Company experienced positive cash flows from financing activities for the three months ended March 31, 2018 and March 31, 2017. Net cash flow provided by financing activities was $45.8 million for the three months ended March 31, 2018 and $29.4 million for the three months ended March 31, 2017. Highlights for the current period include a $19.5 million increase in transaction deposits for the three months ended March 31, 2018, which is down from the $25.5 million increase in transaction deposits for the three months ended March 31, 2017. Certificates of deposit decreased by $0.3 million in the current year compared to an increase of $14.3 million for the prior year.

ALCO uses an economic value of equity (“EVE”) analysis to measure risk in the balance sheet incorporating all cash flows over the estimated remaining life of all balance sheet positions. The EVE analysis calculates the net present value of the Company’s assets and liabilities in rate shock environments that range from -400 basis points to +400 basis points. The likelihood of a decrease in rates as of March 31, 2018 and December 31, 2017 was considered unlikely given the current interest rate environment and therefore, only the minus 100 basis point rate change was included in this analysis. The results of this analysis are reflected in the following tables for March 31, 2018 and December 31, 2017.

March 31, 2018

Economic Value of Equity

($’s in thousands)

Change in Rates |  | $ Amount |  |  | $ Change |  |  | % Change |
+400 basis points |  | $ | 212,726 |  |  | $ | 23,704 |  |  |  | 12.54 | %
+300 basis points |  |  | 208,287 |  |  |  | 19,265 |  |  |  | 10.19 |
+200 basis points |  |  | 203,333 |  |  |  | 14,311 |  |  |  | 7.57 |
+100 basis points |  |  | 196,836 |  |  |  | 7,814 |  |  |  | 4.13 |
Base Case |  |  | 189,022 |  |  |  | - |  |  |  | - |
-100 basis points |  |  | 179,688 |  |  |  | (9,334 | ) |  |  | (4.94 | )

December 31, 2017

Economic Value of Equity

($’s in thousands)

Change in Rates |  | $ Amount |  |  | $ Change |  |  | % Change |
+400 basis points |  | $ | 182,859 |  |  | $ | 27,297 |  |  |  | 17.55 | %
+300 basis points |  |  | 177,619 |  |  |  | 22,058 |  |  |  | 14.18 |
+200 basis points |  |  | 171,759 |  |  |  | 16,197 |  |  |  | 10.41 |
+100 basis points |  |  | 164,348 |  |  |  | 8,786 |  |  |  | 5.65 |
Base Case |  |  | 155,562 |  |  |  | - |  |  |  | - |
-100 basis points |  |  | 145,678 |  |  |  | (9,884 | ) |  |  | (6.35 | )

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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 $477.2 million were pledged to meet FHLB collateralization requirements as of March 31, 2018. Based on the current collateralization requirements of the FHLB, the Company had approximately $75.6 million of additional borrowing capacity at March 31, 2018. The Company also had $27.0 million in unpledged securities to pledge for additional borrowings.

The Company’s contractual obligations as of March 31, 2018 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 $18.5 million and Trust Preferred Securities of $10.3 million. Total time deposits at March 31, 2018 were $217.5 million, of which $113.8 million mature beyond one year.

In addition, as of March 31, 2018, the Company had commitments to sell mortgage loans totaling $25.8 million. The Company believes that it has adequate resources to fund commitments as they arise and that it can adjust the rate on savings certificates to retain deposits in changing interest rate environments. If the Company requires funds beyond its internal funding capabilities, advances from the FHLB of Cincinnati and other financial institutions are available.

ASSET LIABILITY MANAGEMENT

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

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

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

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

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

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

| Item 3. | Quantitative and Qualitative Disclosures About Market Risk

Management believes there has been no material change in the Company’s market risk from the information contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2017.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

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

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

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the Company’s fiscal quarter ended March 31, 2018, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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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, 2017. There have been no material changes to the risk factors as presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

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

| (a) | Not Applicable

| (b) | Not Applicable

| (c) | Repurchases of Common Shares

There were no purchases of the Company’s common stock for the quarter ended March 31, 2018.

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)

| 35 |

SIGNATURES

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

| SB FINANCIAL GROUP, INC.
Date: May 9, 2018 | 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

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