8-K

SB FINANCIAL GROUP, INC. (SBFG)

8-K 2023-04-25 For: 2023-04-20
View Original
Added on April 08, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 8-K



CURRENT REPORTPursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 25, 2023 (April 20, 2023)

SB FINANCIAL GROUP, INC

(Exact name of registrant as specified in its charter)

Ohio 0-13507 34-1395608
(State or other jurisdiction <br><br>of incorporation) (Commission File Number) (IRS Employer<br><br> <br>Identification No.)
401 Clinton Street, Defiance, OH 43512
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(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (419) 783-8950

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading symbol(s) Name of each exchange on which<br><br> registererd
Common<br>Shares, No Par Value 6,934,488 Outstanding at April 25, 2023 SBFG The<br>NASDAQ Stock Market, LLC (NASDAQ Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On April 20, 2023, SB Financial Group, Inc. (the “Company”) issued a news release reporting financial results for the first quarter 2023. A copy of the April 20, 2023 news release is furnished as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(a) Not Applicable

(b) Not Applicable

(c) Not Applicable

(d) Exhibits

Exhibit No. Description
99.1 News release issued by SB Financial Group, Inc. on April 20, 2023, reporting financial results for the first quarter 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE

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

SB FINANCIAL GROUP, INC.
Dated: April 25, 2023 By: /s/ Anthony V. Cosentino
Anthony V. Cosentino
Chief Financial Officer
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INDEX TO EXHIBITS

Current Report on Form 8-K

Dated April 25, 2023

SB Financial Group, Inc.

Exhibit No. Description
99.1 News release issued by SB Financial Group, Inc. on April 20, 2023, reporting financial results for the first quarter 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Exhibit 99.1

SB Financial Group Announces First Quarter 2023Results

DEFIANCE, OH, April 20, 2023 -- SB FinancialGroup, Inc. (NASDAQ: SBFG) (“SB Financial” or the “Company”), a diversified financial services company providing full-service community banking, mortgage banking, wealth management, private client and title insurance services today reported earnings for the first quarter ended March 31, 2023.

First quarter 2023 highlights:

Net<br>income of $2.5 million decreased 12.9 percent compared to the prior year with diluted earnings per share (“EPS”) of $0.35
Adjusted<br>for Mortgage Servicing Rights recapture (“OMSR”), net income is higher by 14.0 percent compared to the prior year
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Noninterest<br>expense of $10.8 million declined 0.8 percent from the prior year
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Loan growth of $14.2 million from the linked quarter, or 5.9 percent annualized
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Deposit growth of $23.5 million from the linked quarter, or 8.6 percent annualized
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Stable asset quality with nonperforming assets at 35 basis points
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Earnings Highlights Three Months Ended
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($ in thousands, except per share & ratios) Mar. 2023 Mar. 2022 % Change
Operating revenue $ 13,990 $ 14,279 -2.0 %
Interest income 13,824 9,395 47.1 %
Interest expense 3,500 918 281.3 %
Net interest income 10,324 8,477 21.8 %
Provision for credit losses 250 - 0.0 %
Noninterest income 3,666 5,802 -36.8 %
Noninterest expense 10,773 10,859 -0.8 %
Net income 2,450 2,813 -12.9 %
Earnings per diluted share 0.35 0.40 -12.5 %
Return on average assets 0.73 % 0.83 % -12.0 %
Return on average equity 8.37 % 8.08 % 3.6 %

“Our Company experienced the volatility of the banking sector this quarter and it has impacted our earnings results” said Mark A. Klein, Chairman, President, and CEO of SB Financial. “Liquidity concerns resulted in a much more competitive arena for deposits and funding in the quarter, which drove our deposit beta significantly higher and reduced margin income. We still were able to add loan balances in the quarter even as we have begun to examine all of our credit underwriting standards.”


RESULTS OF OPERATIONS

Consolidated Revenue

Total operating revenue, consisting of net interest income and noninterest income, was down from both the linked quarter and the prior year quarter by 4.3 and 2.0 percent, respectively. Operating revenue was negatively impacted by the decline in mortgage banking revenue and higher funding costs.

Net interest income was down 5.3 percent from<br>the linked quarter but up 21.8 percent from the year ago quarter.
Net interest margin was up from the prior year<br>by 68 basis points, primarily from the shift in mix of our balance sheet with cash and securities reallocated to the loan portfolio offset<br>by the shift in our funding mix to higher cost term deposits.
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Noninterest income was down 36.8 percent from<br>the year ago quarter, due to lower mortgage volume and OMSR recapture.
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Mortgage Loan Business

Mortgage loan originations for the first quarter of 2023 were $49.3 million, down $48.0 million, or 49.3 percent, from the year-ago quarter; likewise, total sales of originated loans were $22.6 million, down $49.5 million, or 68.7 percent.

Net mortgage banking revenue, consisting of gains on the sale of mortgage loans and net loan servicing fees, was $1.2 million for the first quarter of 2023, compared to $2.9 million for the year-ago quarter. The mortgage servicing valuation adjustment for the first quarter of 2023 was a positive $0.1 million, compared to a positive adjustment of $0.9 million for the first quarter of 2022. The servicing portfolio at March 31, 2023, was $1.34 billion, which was down 2.3 percent to the prior year.

Mr. Klein noted, “While we added producers in our high growth markets of Indianapolis and Columbus, mortgage origination volume was constrained by the rate environment. Our pipelines are improving and notably nearly 75 percent of the pipeline is saleable product, which is back to our more normal business model.”

Mortgage Banking<br> ($ in thousands) Mar. 2023 Dec. 2022 Sep. 2022 Jun. 2022 Mar. 2022 Annual Growth
Mortgage originations $ 49,366 $ 51,219 $ 68,557 $ 95,454 $ 97,394 $ (48,028 )
Mortgage sales 25,803 23,590 39,176 49,915 72,154 (46,351 )
Mortgage servicing portfolio 1,344,158 1,352,016 1,362,666 1,369,732 1,375,554 (31,396 )
Mortgage servicing rights 13,548 13,503 13,473 13,408 13,135 413
Mortgage servicing revenue
Loan servicing fees 844 851 858 863 861 (17 )
OMSR amortization (292 ) (310 ) (396 ) (496 ) (547 ) 255
Net administrative fees 552 541 462 367 314 238
OMSR valuation adjustment 56 86 65 239 890 (834 )
Net loan servicing fees 608 627 527 606 1,204 (596 )
Gain on sale of mortgages 599 550 876 1,196 1,676 (1,077 )
Mortgage banking revenue, net $ 1,207 $ 1,177 $ 1,403 $ 1,802 $ 2,880 $ (1,673 )
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Noninterest Income and Noninterest Expense

Noninterest income declined for the first quarter, from both the linked quarter and prior year. Gain-on-sale from mortgage loans were down significantly from the prior year and total sales were down over $46 million. The Title insurance business was off nearly 40 percent, reflecting the lower level of residential volume.

For the first quarter of 2023, noninterest expense of $10.8 million was down $0.1 million or 0.8 percent compared to the prior year quarter. Overall head count is down from the linked quarter by 4.9 percent as we continue to right size the mortgage business line. Commission expense for both mortgage and SBA is down compared to the prior year due to the lower total origination volume.

Mr. Klein stated, “We have undertaken a full scale review of our expense structure as we understand the headwinds that revenue growth will encounter in 2023. Our mortgage business line infrastructure has been reduced and we are looking at other areas to provide meaningful expense reductions.”

Noninterest Income / Noninterest Expense Annual
($ in thousands, except ratios) Mar. 2023 Dec. 2022 Sep. 2022 Jun. 2022 Mar. 2022 Growth
Noninterest Income (NII) $ 3,666 $ 3,713 $ 4,043 $ 4,673 $ 5,802 $ (2,136 )
NII / Total Revenue 26.2 % 25.4 % 27.9 % 32.8 % 40.6 % -14.4 %
NII / Average Assets 1.1 % 1.1 % 1.2 % 1.4 % 1.7 % -0.6 %
Total Revenue Growth -2.0 % -6.7 % -13.2 % -9.1 % -46.9 % 44.9 %
Noninterest Expense (NIE) $ 10,773 $ 10,269 $ 10,384 $ 10,802 $ 10,859 $ (86 )
Efficiency Ratio 76.9 % 70.2 % 71.6 % 75.6 % 75.9 % 1.0 %
NIE / Average Assets 3.2 % 3.1 % 3.2 % 3.3 % 3.2 % 0.0 %
Net Noninterest Expense/Avg. Assets -2.1 % -2.0 % -2.0 % -1.9 % -1.5 % -0.6 %
Total Expense Growth -0.8 % -11.2 % -7.7 % -2.5 % -0.5 % -0.3 %

Balance Sheet

Total assets as of March 31, 2023, were $1.34 billion, or in line with the year ago quarter primarily due to the increase in the loan portfolio which was offset by declines in cash and investments. Total shareholders’ equity as of March 31, 2023, was $119.8 million, down from the prior year but compared to the linked quarter was higher due to the declining impairment of our bond portfolio. Excluding the impact of the valuation adjustment, equity increased $3.1 million or 2.1 percent. Our adoption of CECL on January 1^st^ resulted in a reduction of equity that was transferred into our allowance for credit losses. SB Financial repurchased 56,000 shares of our stock during the quarter.

The investment portfolio of $237.9 million, represented 17.7 percent of assets at March 31, 2023, and was down $27.4 million or 10.3 percent from the year-ago period. Total loans held for investment were $976.3 million at March 31, 2023, up $125.6 million, or 14.8 percent, from March 31, 2022.

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Deposit balances of $1.11 billion at March 31, 2023, decreased by $27.9 million, or 2.5 percent, since March 31, 2022. However, deposits have increased from the linked quarter by $23.5 million and have increased for three consecutive quarters. The growth in deposits has come with a significant shift in the mix as time deposits now comprise 21.1 percent of the total compared to 13.1 percent at March 31, 2022.

Mr. Klein continued, “Loan growth continued in the quarter and compared to the prior year we have increased our loan portfolio by over $125 million which has led to a positive mix shift on the asset side of the balance sheet. Like every community bank, the quest for deposits and low-cost funding was challenging. We are pleased that we have been able to grow deposits over the last three quarters, albeit at a higher cost.”

Loan Balances Annual
($ in thousands, except ratios) Mar. 2023 **** Dec. 2022 **** Sep. 2022 **** Jun. 2022 **** Mar. 2022 **** Growth ****
Commercial $ 126,065 $ 128,534 $ 128,565 $ 127,711 $ 124,857 $ 1,208
% of Total 12.9 % 13.4 % 13.9 % 14.3 % 14.7 % 1.0 %
Commercial RE 419,024 412,636 404,710 404,260 400,101 18,923
% of Total 42.9 % 42.9 % 43.7 % 45.1 % 47.0 % 4.7 %
Agriculture 57,761 64,388 60,522 60,586 55,741 2,020
% of Total 5.9 % 6.7 % 6.5 % 6.8 % 6.6 % 3.6 %
Residential RE 309,684 291,512 267,135 241,614 214,015 95,669
% of Total 31.7 % 30.3 % 28.9 % 27.0 % 25.2 % 44.7 %
Consumer & Other 63,778 65,005 64,317 61,440 55,957 7,821
% of Total 6.5 % 6.8 % 7.0 % 6.9 % 6.6 % 14.0 %
Total Loans $ 976,312 $ 962,075 $ 925,249 $ 895,611 $ 850,671 $ 125,641
Total Growth Percentage 14.8 %
Deposit Balances Annual
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($ in thousands, except ratios) Mar. 2023 Dec. 2022 Sep. 2022 Jun. 2022 Mar. 2022 Growth
Non-Int DDA $ 237,175 $ 256,799 $ 250,791 $ 239,676 $ 252,273 $ (15,098 )
% of Total 21.4 % 23.6 % 23.1 % 22.4 % 22.2 % -6.0 %
Interest DDA 188,497 191,719 199,523 198,286 211,152 (22,655 )
% of Total 17.0 % 17.6 % 18.4 % 18.5 % 18.6 % -10.7 %
Savings 227,974 191,272 201,402 215,285 236,394 (8,420 )
% of Total 20.5 % 17.6 % 18.5 % 20.1 % 20.8 % -3.6 %
Money Market 222,203 255,995 258,975 276,274 289,699 (67,496 )
% of Total 20.0 % 23.6 % 23.8 % 25.8 % 25.5 % -23.3 %
Time Deposits 234,295 190,880 175,202 142,258 148,553 85,742
% of Total 21.1 % 17.6 % 16.1 % 13.3 % 13.1 % 57.7 %
Total Deposits $ 1,110,144 $ 1,086,665 $ 1,085,893 $ 1,071,779 $ 1,138,071 $ (27,927 )
Total Growth Percentage -2.5 %
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Asset Quality

SB Financial reported nonperforming assets of $4.7 million as of March 31, 2023, down $0.9 million or 16.0 percent from the year-ago quarter. The coverage ratio of problem loans to the allowance for credit losses was at 382.4 percent at March 31, 2023, which was up over 100 basis points from the prior year due in large part to the expansion of the allowance from the CECL adjustment of $1.4 million.

Nonperforming Assets Annual
($ in thousands, except ratios) Mar. 2023 **** Dec. 2022 **** Sep. 2022 **** Jun. 2022 **** Mar. 2022 **** Change ****
Commercial & Agriculture $ 185 $ 114 $ 114 $ 140 $ 142 $ 43
% of Total Com./Ag. loans 0.10 % 0.06 % 0.06 % 0.07 % 0.08 % 30.3 %
Commercial RE 199 210 223 359 544 (345 )
% of Total CRE loans 0.05 % 0.05 % 0.06 % 0.09 % 0.14 % -63.4 %
Residential RE 2,742 2,967 3,129 3,176 3,198 (456 )
% of Total Res. RE loans 0.89 % 1.02 % 1.17 % 1.31 % 1.49 % -14.3 %
Consumer & Other 270 391 280 323 409 (139 )
% of Total Con./Oth. loans 0.42 % 0.60 % 0.44 % 0.53 % 0.73 % -34.0 %
Total Nonaccruing Loans 3,396 3,682 3,746 3,998 4,293 (897 )
% of Total loans 0.35 % 0.38 % 0.40 % 0.45 % 0.50 % -20.9 %
Accruing Restructured Loans 642 654 668 683 762 (120 )
Total Change (%) -15.7 %
Total Nonaccruing & Restructured Loans 4,038 4,336 4,414 4,681 5,055 (1,017 )
% of Total loans 0.41 % 0.45 % 0.48 % 0.52 % 0.59 % -20.1 %
Foreclosed Assets and Other Assets 650 777 756 730 527 123
Total Change (%) 23.3 %
Total Nonperforming Assets $ 4,688 $ 5,113 $ 5,170 $ 5,411 $ 5,582 $ (894 )
% of Total assets 0.35 % 0.38 % 0.40 % 0.42 % 0.42 % -16.0 %

Webcast and Conference Call

The Company will hold the first quarter 2023 earnings conference call and webcast on April 21, 2023, at 11:00 a.m. EDT. Interested parties may access the conference call by dialing 1-888-338-9469. The webcast can be accessed at ir.yourstatebank.com. An audio replay of the call will be available on the Company’s website.


About SB Financial Group

Headquartered in Defiance, Ohio, SB Financial is a diversified financial services holding company for the State Bank & Trust Company (State Bank) and SBFG Title, LLC dba Peak Title (Peak Title). State Bank provides a full range of financial services for consumers and small businesses, including wealth management, private client services, mortgage banking and commercial and agricultural lending, operating through a total of 23 offices: 22 in nine Ohio counties and one in Fort Wayne, Indiana, and 23 ATMs. State Bank has six loan production offices located throughout the Tri-State region of Ohio, Indiana and Michigan. Peak Title provides title insurance and title opinions throughout the Tri-State region. SB Financial’s common stock is listed on the NASDAQ Capital Market with the ticker symbol “SBFG”.


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Forward-Looking Statements

Certain statements within this document, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, and actual results may differ materially from those predicted by the forward-looking statements. These risks and uncertainties include, but are not limited to, the duration and scope of the COVID-19 outbreak in the United States and the market areas in which SB Financial and its subsidiaries operate, including the impact to the state and local economies of prolonged shelter in place orders and the pandemic generally, risks and uncertainties inherent in the national and regional banking industry, changes in economic conditions in the market areas in which SB Financial 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 SB Financial and its subsidiaries operate, increases in FDIC insurance premiums, changes in the competitive environment, losses of significant customers, geopolitical events, the loss of key personnel and other risks identified in SB Financial’s Annual Report on Form 10-K and documents subsequently filed by SB Financial with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made, and SB Financial undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made, except as required by law. All subsequent written and oral forward-looking statements attributable to SB Financial or any person acting on its behalf are qualified by these cautionary statements.

Non-GAAP Financial Measures

This press release contains financial information determined by methods other than in accordance with U.S. generally accepted accounting principles (“GAAP”). Non-GAAP financial measures, specifically pre-tax, pre-provision income, tangible common equity, tangible assets, tangible book value per common share, tangible common equity to tangible assets, return on average tangible common equity, total interest income – FTE, net interest income – FTE and net interest margin – FTE are used by the Company’s management to measure the strength of its capital and analyze profitability, including its ability to generate earnings on tangible capital invested by its shareholders. In addition, the Company excludes the OMSR impairment from net income to report anon-GAAP adjusted net income level. Although management believes these non-GAAP measures are useful to investors by providing a greater understanding of its business, they should not be considered a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Investor Contact Information:


Mark A. Klein

Chairman, President and

Chief Executive Officer

Mark.Klein@YourStateBank.com

Anthony V. Cosentino

Executive Vice President and

Chief Financial Officer

Tony.Cosentino@YourStateBank.com

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