SB Financial Group, Inc. ("SB Financial"), is a financial holding company
registered with the Federal Reserve Board and subject to regulation under the
Bank Holding Company Act of 1956, as amended. Through its direct and indirect
subsidiaries, including The State Bank and Trust Company ("State Bank"), SB
Financial is engaged in commercial and retail banking, wealth management and
private client financial services.

The following discussion provides a review of the consolidated financial
condition and results of operations of SB Financial and its subsidiaries
(collectively, the "Company"). This discussion should be read in conjunction
with the Company's consolidated financial statements and related footnotes as of
and for the years ended December 31, 2022 and 2021.

Strategic Discussion



The focus and strategic goal of the Company is to grow into and remain a top
decile (>90th percentile) independent financial services company. The Company
intends to achieve and maintain that goal by executing our five key initiatives.

Increase profitability through ongoing diversification of revenue streams: For
the twelve months ended December 31, 2022, the Company generated $18.2 million
in noninterest income, or 31.6 percent of total operating revenue, from
fee-based products. These revenue sources include fees generated from saleable
residential mortgage loans, retail deposit products, wealth management services,
saleable business-based loans (small business and farm service) and title agency
revenue. For the twelve months ended December 31, 2021, the Company generated
$30.7 million in noninterest income, or 44.8 percent of total operating revenue
from fee-based products.

Strengthen our penetration in all markets served: Over our 119-year history of
continuous operation in Northwest Ohio, we have established a significant
presence in our traditional markets in Defiance, Fulton, Paulding and Williams
counties in Ohio. In our newer markets of Bowling Green, Columbus, Findlay,
Toledo (Ohio) and Ft. Wayne (Indiana), our current market penetration is minimal
but we believe our potential for growth is significant. In the past years, we
have expanded and committed additional resources to our presence in the Findlay
and Edgerton markets in particular; however, we continue to seek to expand the
presence and penetration in all of our markets.

Expand product utilization by new and existing customers: As of December 31,
2022, we operated in 14 counties in Northwest Ohio and Northeast Indiana with 23
full service offices, 23 ATM's and six loan production offices. Combined in the
14 counties of operation, we command 4.3 percent of the deposit market share,
which has steadily grown.


                                       33




Deliver gains in operational excellence: Our management team believes that
becoming and remaining a high-performance financial services company will depend
upon seamlessly and consistently delivering operational excellence, as
demonstrated by the Company's leadership in the origination and servicing of
residential mortgage loans. As of December 31, 2022, the Company serviced 8,514
residential mortgage loans with an aggregate principal balance of $1.35 billion.
As of December 31, 2021, the Company serviced 8,614 loans with an aggregate
principal balance of $1.36 billion.

Sustain asset quality: As of December 31, 2022, the Company's asset quality
metrics remained strong. Specifically, total nonperforming assets were $5.1
million, or 0.38 percent of total assets. Total delinquent loans at December 31,
2022 were 0.27 percent of total loans. As of December 31, 2021, the Company had
total nonperforming assets of $6.5 million, or 0.49 percent of total assets.
Total delinquent loans at December 31, 2021 were 0.46 percent of total loans.

The successful execution of these five strategies have enabled the Company to
improve financial performance across a broad series of metrics. These metrics
over the last five years are outlined in the following table. Specifically, the
Company has increased total assets by $348.8 million, or 35.3 percent. The
growth has been on both sides of the balance sheet over the five year period,
with loans growing
$190.2 million or 24.6 percent and deposits growing $284.1 million or 35.4
percent.

During the prior five-year period, the Company has raised capital through the
issuance of equity and debt to the market on two separate occasions during the
period, which has raised equity capital significantly and expanded liquidity for
potential strategic expansion. Strategic expansion has also occurred during the
period with the acquisition of a small community bank (The Edon State Bank of
Edon, Ohio) in 2020, the opening of three branch offices and the acquisition of
two full service title agencies.


                                       34




                              Financial Highlights
                            Year Ended December 31,


($ in thousands, except per
share data)                          2022            2021            2020            2019           2018
Earnings
Interest income                   $    44,569     $    41,904     $    42,635     $    44,400     $  39,479
Interest expense                        5,170           4,020           6,705           9,574         6,212
Net interest income                    39,399          37,884          35,930          34,826        33,267
Provision for loan losses                   -           1,050           4,500             800           600
Noninterest income                     18,231          30,697          30,096          18,016        16,624
Noninterest expense                    42,314          44,808          43,087          37,410        34,847
Provision for income taxes              2,795           4,446           3,495           2,659         2,806
Net income                             12,521          18,277          14,944          11,973        11,638
Preferred stock dividends                   -               -               -             950           975
Net income available to common
shareholders                           12,521          18,277          14,944          11,023        10,663


Per Common Share Data
Basic earnings                    $      1.79     $      2.58     $      1.96     $      1.71     $    1.72
Diluted earnings                         1.77            2.56            1.96            1.51          1.51
Cash dividends declared                  0.48            0.44            0.40            0.36          0.32
Total equity per share                  17.08           21.05           19.39           17.53         16.36


Average Balances
Average total assets              $ 1,318,781     $ 1,322,253     $ 1,161,396     $ 1,027,932     $ 947,266
Average equity                        126,963         144,223         139,197         133,190       121,094


Ratios
Return on average total assets           0.95 %          1.38 %          1.29 %          1.16 %        1.23 %
Return on average equity                 9.86           12.67           10.74            8.99          9.61
Cash dividend payout ratio1             27.25           17.18           20.54           23.84         19.60
Average equity to average
assets                                   9.63           10.91           11.99           12.96         12.78


Period End Totals
Total assets                      $ 1,335,633     $ 1,330,854     $ 1,257,839     $ 1,038,577     $ 986,828
Available-for-sale securities         238,780         263,259         149,406         100,948        90,969
Loans held for sale                     2,073           7,472           7,234           7,258         4,445
Total loans & leases                  962,075         822,714         872,723         825,510       771,883
Allowance for loan losses              13,818          13,805          12,574           8,755         8,167
Total deposits                      1,086,665       1,113,045       1,049,011         840,219       802,552
Advances from FHLB                     60,000           5,500           8,000          16,000        16,000
Trust preferred securities             10,310          10,310          10,310          10,310        10,310
Subordinated debt, net                 19,594          19,546               -               -             -
Total equity                          118,428         144,929         142,923         136,094       130,435



1 Cash dividends on common shares divided by net income available to common.





Critical Accounting Policies

The accounting and reporting policies of the Company are in accordance with
generally accepted accounting principles in the United States and conform to
general practices within the banking industry. The Company's significant
accounting policies are described in detail in the notes to the Company's
Consolidated Financial Statements for the years ended December 31, 2022 and
2021. 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 or complex.


                                       35




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 the nature and amount of problem assets and associated collateral,
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 each impaired 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 valuations, 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.

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 and 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.

Deferred Tax Asset: The Company has evaluated its deferred tax asset to
determine if it is more likely than not that the asset will be realized in the
future. The Company's most recent evaluation has determined that the Company
will more likely than not be able to realize the remaining deferred tax asset.

Income Tax Accounting: The Company files a consolidated federal income tax
return. The provision for income taxes is based upon income in the consolidated
financial statements, rather than amounts reported on our income tax return.
Deferred tax assets and liabilities are recognized for future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect of a change in rates on the deferred tax
assets and liabilities is recognized as income or expense in the period that
includes the enactment date.

Changes in Financial Condition



Total assets at December 31, 2022, were $1.34 billion, compared to $1.33 billion
at December 31, 2021. Loans (excluding loans held for sale) were $962.1 million
at December 31, 2022, compared to $822.7 million at December 31, 2021. Total
deposits were $1.09 billion at December 31, 2022, compared to $1.11 billion at
December 31, 2021. As client balance sheets and liquidity was utilized in the
economy, deposit levels moderated and assets were reallocated from cash and

securities into loans.


                                       36



The following are the condensed average balance sheets of the Company for the years ending December 31 and includes the interest earned or paid, and the average interest rate, on each asset and liability:



                                                     2022                                        2021                                        2020
($ in thousands)                      Average                      Average        Average                      Average        Average                      Average
                                      Balance       Interest        Rate          Balance       Interest        Rate          Balance       Interest        Rate
Assets

Taxable securities/cash             $   330,549     $   5,798          1.75 %   $   380,770     $   3,386          0.89 %   $   185,480     $   2,328          1.26 %
Non-taxable securities                    8,106           198          2.44 %         7,802           353          4.52 %         6,625           333          5.03 %
Loans, net1                             888,116        38,573          4.34 %       854,521        38,165          4.47 %       880,338        39,974          4.54 %
Total earning assets                  1,226,771        44,569          3.63 %     1,243,093        41,904          3.37 %     1,072,443        42,635          3.98 %
Cash and due from banks                   7,296                                       7,290                                      14,553
Allowance for loan losses               (13,808 )                                   (13,422 )                                   (10,165 )
Premises and equipment                   24,137                                      24,710                                      23,776
Other assets                             74,385                                      60,582                                      60,789

Total assets                        $ 1,318,781                                 $ 1,322,253                                 $ 1,161,396

Liabilities
Savings and interest-bearing
demand deposits                     $   693,271     $   2,258          0.33 %   $   672,296     $   1,813          0.27 %   $   492,267     $   3,152          0.64 %
Time deposits                           159,401         1,219          0.76 %       177,918         1,316          0.74 %       247,955         2,918          1.18 %

Repurchase agreements & other            20,481            39          0.19

%        22,821            42          0.18 %        22,832            70          0.31 %
Advances from FHLB                       16,420           515          3.14 %         6,507           188          2.89 %        14,186           309          2.18 %

Trust preferred securities               10,310           361          3.50

%        10,310           199          1.93 %        10,310           256          2.48 %
Subordianted debt                        19,570           778          3.98 %        12,057           462          3.83 %
Total interest-bearing
liabilities                             919,453         5,170          0.56 %       901,909         4,020          0.45 %       787,550         6,705          0.85 %

Demand deposits                         252,899                                     255,908                                     211,004
Other liabilities                        19,466                                      20,213                                      23,645
Total liabilities                     1,191,818                                   1,178,030                                   1,022,199
Shareholders' equity                    126,963                                     144,223                                     139,197

Total liabilities and
shareholders' equity                $ 1,318,781                                 $ 1,322,253                                 $ 1,161,396

Net interest income (tax
equivalent basis)                                   $  39,399                                   $  37,884                                   $  35,930

Net interest income as a percent
of average interest-earning
assets - GAAP measure                                                  3.21 %                                      3.05 %                                      3.35 %

Net interest income as a percent
of averageinterest-earning assets
- Non-GAAP measure 2                                                   3.22 %                                      3.06 %                              

3.36 %

-- Computed on a fully tax equivalent basis (FTE)

1 Nonaccruing loans and loans held for sale are included in the average balances.

2 Interest on tax exempt securities and loans is computed on a tax equivalent

basis using a 21 percent statutory tax rate, and added to the net interest

income. The tax equivalent adjustment was $0.15, $0.15 and $0.15 million in

2022, 2021 and 2020, respectively.

The following tables set forth the effect of volume and rate changes on interest income and expense for the periods indicated. For purposes of these tables, changes in interest due to volume and rate were determined as follows:

? Volume variance - change in volume multiplied by the previous year's rate.

? Rate variance - change in rate multiplied by the previous year's volume.

? Rate/volume variance - change in volume multiplied by the change in rate. This

variance allocates the volume variance and rate variance in proportion to the


   relationship of the absolute dollar amount of the change in each.




                                       37




                                                       Total
                                                      Variance         Variance Attributable To
($ in thousands)                                     2022/2021        Volume              Rate

Interest income
Taxable securities                                   $    2,412     $      (447 )     $       2,859
Non-taxable securities1                                    (155 )            14                (169 )
Loans, net of unearned income and deferred fees1            408           1,500              (1,092 )
Total interest income                                     2,665           1,067               1,598

Interest expense
Savings and interest-bearing demand deposits                445            

 57                 388
Time deposits                                               (97 )          (137 )                40
Repurchase agreements & other                                (3 )            (4 )                 1
Advances from FHLB                                          327             286                  41
Trust preferred securities                                  162               -                 162
Subordinated debt                                           316             316                   -
Total interest expense                                    1,150             518                 632

Net interest income                                  $    1,515     $       549       $         966



1 Interest on non-taxable securities and loans has been adjusted to fully tax


  equivalent




The maturity distribution and weighted-average interest rates of debt securities
available-for-sale at December 31, 2022, are set forth in the table below. The
weighted-average interest rates are based on coupon rates for securities
purchased at par value and on effective interest rates considering amortization
or accretion if the securities were purchased at a premium or discount:

                                                                                                 Maturing
($ in                                   Weighted                          Weighted                           Weighted          After         Weighted                        Weighted
thousands)         Within 1 Year      Average Yield      1-5 Years      Average Yield      5-10 Years      Average Yield     10 Years      Average Yield       Total       Average Yield

Available for sale:

U.S. Treasury
and Government
agencies          $           243              0.64 %   $     1,022              2.45 %   $      5,499              1.78 %   $       -                       $   6,764              1.84 %
Mortgage-backed
securities                      -                             1,827              2.74 %         29,142              1.65 %     174,866              1.36 %     205,835              1.41 %
State and
political
subdivisions                  837              3.38 %           792              2.85 %          1,893              4.37 %       7,581              2.64 %      11,103              2.97 %
Other corporate
securities                      -                                 -                             15,078              3.69 %           -                 

        15,078              3.69 %

Total
securities by
maturity          $         1,080              2.76 %   $     3,641
     2.68 %   $     51,612              2.36 %   $ 182,447              1.41 %   $ 238,780              1.64 %


1 Yields are presented on a tax-equivalent basis.






                                       38





($ in thousands)                                Years Ended December 31,
Total loans                                2022          2021         % Change

Commercial business & agriculture        $ 192,478     $ 179,653
7.1 %
Commercial real estate                     412,635       381,168            8.3 %
Residential real estate                    291,512       206,424           41.2 %
Consumer & other                            65,005        55,156           17.9 %

Total loans                                961,630       822,401           16.9 %

Net deferred costs (fees)                      445           313           42.2 %

Total loans, net deferred costs (fees)     962,075       822,714           16.9 %

Loans held for sale                      $   2,073     $   7,472          -72.3 %




Total deposits                   2022            2021          % Change

Noninterest bearing demand   $   256,799     $   247,044            3.9 %
Interest-bearing demand          191,719         195,464           -1.9 %
Savings & money market           447,267         514,033          -13.0 %
Time deposits                    190,880         156,504           22.0 %

Total deposits                 1,086,665       1,113,045           -2.4 %

Total shareholders' equity   $   118,428     $   144,929          -18.3 %



Loans held for investment increased $139.4 million, or 16.9 percent, to $962.1
million at December 31, 2022, which was due to an increase in residential and
commercial real estate lending during 2022. The Company booked a much higher
portion of residential real estate production on the balance sheet as saleable
pricing was not competitive during much of 2022.

Concentrations of Credit Risk: The Company makes commercial, real estate and
installment loans to customers located mainly in the Tri-State region of Ohio,
Indiana and Michigan. Commercial loans include loans collateralized by
commercial real estate, business assets and, in the case of agricultural loans,
crops and farm equipment and the loans are expected to be repaid from cash flow
from operations of businesses. As of December 31, 2022, commercial business and
agricultural loans made up approximately 29.6 percent of the loans held for
investment ("HFI") loan portfolio while commercial real estate loans accounted
for approximately 42.5 percent of the HFI loan portfolio. Residential first
mortgage loans made up approximately 20.9 percent of the HFI loan portfolio and
are secured by first mortgages on residential real estate, while consumer loans
to individuals made up approximately 7.0 percent of the HFI loan portfolio and
are primarily secured by consumer assets.

Maturities and Sensitivities of Loans to Changes in Interest Rates: The
following table shows the maturity distribution of loans outstanding as of
December 31, 2022. The amounts have been categorized between loans with a fixed
or floating interest rate (floating rate loans have an adjustable interest rate
that changes in accordance to a rate index).


                                       39




       Maturities and Sensitivities of Loans to Changes in Interest Rates
                            As of December 31, 2022

                                                   After one,       After five,         After
                                  Within one       but within       but within         fifteen
($ in thousands)                     year          five years      fifteen years        years          Total
Loans with fixed interest
rates:
Commercial & industrial           $     1,527     $     20,613     $      28,442     $        21     $  50,603
Commercial real estate - owner
occupied                                  461            3,662             7,822               -        11,945
Commercial real estate -
nonowner occupied                       3,181           19,356            13,257             142        35,936
Agricultural                              131            4,214             9,341           1,595        15,281
Residential real estate                   893              801            18,066          32,078        51,838
HELOC                                       -                -                 -               -             -
Consumer                                3,544            9,195             3,362              76        16,177
Total                             $     9,737     $     57,841     $      80,290     $    33,912     $ 181,780
Loans with floating interest
rates:
Commercial & industrial           $    32,554     $      9,351     $      35,159     $       423     $  77,487
Commercial real estate - owner
occupied                                2,642           12,108            44,116          40,037        98,903
Commercial real estate -
nonowner occupied                       3,596           35,334           110,556         116,365       265,851
Agricultural                              189            6,440            18,689          23,789        49,107
Residential real estate                 7,920              364            12,962         218,428       239,674
HELOC                                     112              262            32,710          11,977        45,061
Consumer                                  335            3,432                 -               -         3,767
Total                             $    47,348     $     67,291     $     254,192     $   411,019     $ 779,850
Total loans:
Commercial & industrial           $    34,081     $     29,964     $      63,601     $       444     $ 128,090
Commercial real estate - owner
occupied                                3,103           15,770            51,938          40,037       110,848
Commercial real estate -
nonowner occupied                       6,777           54,690           123,813         116,507       301,787
Agricultural                              320           10,654            28,030          25,384        64,388
Residential real estate                 8,813            1,165            31,028         250,506       291,512
HELOC                                     112              262            32,710          11,977        45,061
Consumer                                3,879           12,627             3,362              76        19,944
Total loans                       $    57,085     $    125,132     $     334,482     $   444,931     $ 961,630



Deposits decreased $26.4 million, or 2.4 percent, to $1.09 billion at December
31, 2022. Deposits declined in 2022 after experiencing over $200 million in
growth during 2021. Increased inflation and interest rates resulted in clients
seeking higher returns on their deposit accounts. As a result, during 2022, we
experienced a shift in the mix of our deposit balances as more of our clients
moved balances to long-term time deposit accounts. Specifically, during 2022,
time deposits increased $34.4 million, or 22 percent, while other deposits
decreased $60.8 million, or 6 percent.

The average amount of deposits and weighted-average rates paid are summarized as follows for the years ended December 31:



                                                         2022                          2021                         2020
                                                 Average        Average        Average        Average       Average       Average
($ in thousands)                                 Amount          Rate          Amount          Rate         Amount         Rate

Savings and interest bearing demand deposits $ 693,271 0.33 %

$   672,296          0.27 %   $ 492,267          0.64 %
Time deposits                                      159,401          0.76 % 

177,918 0.74 % 247,955 1.18 % Non interest bearing demand deposits

               252,899             -         255,908             -       211,004             -
Totals                                         $ 1,105,571          0.31 %   $ 1,106,122          0.28 %   $ 951,226          0.64 %



Time deposits that exceeded the FDIC insurance limit of $250,000 are summarized
as follows:

($ in thousands)                              2022        2021
Three months or less                        $  6,992     $ 1,033
Over three months through six months             102         415
Over six months and through twelve months      1,330       3,083
Over twelve months                             6,949         238

Total                                       $ 15,373     $ 4,769




                                       40




Shareholders' equity at December 31, 2022, was $118.4 million or 8.9 percent of
total assets compared to $144.9 million or 10.9 percent of total assets at
December 31, 2021. Retained earnings increased during the year due to earnings
of $12.5 million less dividends paid to common shareholders of $3.4 million and
repurchases of Company common shares of $5.8 million. The fair market value of
the bond portfolio regressed during 2022 due to the valuation adjustment on the
portfolio, which resulted in a decline in accumulated other comprehensive income
("AOCI") of $30.3 million.

The Company continued to repurchase its own stock during the year. Specifically,
the Company repurchased approximately 317,000 shares during 2022 at an average
price of $18.43 per share. As of December 31, 2022, the Company had 480,682
shares remaining of the 500,000 shares authorized for repurchase under the
Company's existing share repurchase program, which was authorized on December
21, 2022 and expires December 31, 2024.

Asset Quality                                                  Years Ended December 31,
($ in thousands)                                          2022          2021         % Change

Nonaccruing loans                                       $   3,682     $   3,652            0.8 %

Accruing restructured loans (TDRs)                            654           725           -9.8 %
Foreclosed assets and other assets held for sale, net         777         2,104          -63.1 %
Nonperforming assets                                        5,113         6,481          -21.1 %
Net recoveries                                                (13 )        (181 )        -92.8 %
Loan loss provision                                             -         1,050         -100.0 %
Allowance for loan losses                                  13,818        13,805            0.1 %

Nonaccruing loans/total loans                                0.38 %        0.44 %        -13.8 %
Allowance/nonaccruing loans                                375.29 %      378.01 %         -0.7 %

Nonperforming assets/total assets                            0.38 %       

0.49 %        -21.4 %
Net charge offs/average loans                                0.00 %       -0.02 %        -95.0 %
Allowance/loans                                              1.44 %        1.68 %        -14.4 %
Allowance/nonperforming loans                              318.68 %      315.40 %          1.0 %



Nonperforming assets consisting of loans, Other Real Estate Owned ("OREO") and
accruing TDRs totaled $5.1 million, or 0.38 percent of total assets at December
31, 2022, a decrease of $1.4 million, or 21.1 percent from 2021. The Company had
total net recoveries on loans in both 2022 and 2021, with $13,000 in net
recoveries in 2022, following $181,000 in net recoveries for all of 2021. The
Company's allowance for loan losses at December 31, 2022, now covers
nonperforming loans at 319 percent, up from 315 percent at December 31, 2021.


                                       41




The following schedule presents an analysis of the allowance for loan losses,
average loan data and related ratios at December 31 for the years indicated:

                                                                                                           Ratio of
                                                                                                          annualized
                                                                                                              net
                                                                                                         (chargeoffs)
                                             Provision for     Net (Chargeoffs)                          recoveries to
($ in thousands)                               Loan Loss         

Recoveries Average Loans average loans December 31, 2022 Commercial & industrial

$        (227 )   $               -     $       126,496              0.00 %
Commercial real estate - owner occupied               (135 )                   -             122,031              0.00 %
Commercial real estate - nonowner occupied            (366 )               

   -             276,805              0.00 %
Agricultural                                            12                     -              58,745              0.00 %
Residential real estate                                923                     -             239,162              0.00 %
HELOC                                                  (84 )                   -              43,210              0.00 %
Consumer                                              (123 )                  13              14,039              0.09 %
Total                                        $           -     $              13     $       880,488              0.00 %

December 31, 2021
Commercial & industrial                      $      (1,411 )   $             227     $       160,267              0.14 %

Commercial real estate - owner occupied                505                     -             118,713              0.00 %
Commercial real estate - nonowner occupied             825                 

   -             264,980              0.00 %
Agricultural                                           103                     -              53,122              0.00 %
Residential real estate                                975                     6             195,277              0.00 %
HELOC                                                  (16 )                   -              43,488              0.00 %
Consumer                                                69                   (52 )            11,546             -0.45 %
Total                                        $       1,050     $             181     $       847,393              0.02 %

December 31, 2020
Commercial & industrial                      $       1,757     $            (566 )   $       198,991             -0.28 %

Commercial real estate - owner occupied                721                     -             104,856              0.00 %
Commercial real estate - nonowner occupied           1,128                 

   -             269,924              0.00 %
Agricultural                                            62                     -              51,840              0.00 %
Residential real estate                                373                   (42 )           185,311             -0.02 %
HELOC                                                  203                    (8 )            47,227             -0.02 %
Consumer                                               256                   (65 )            11,595             -0.56 %
Total loans                                  $       4,500     $            (681 )   $       869,744             -0.08 %



The allowance for loan losses balance and the provision for loan losses are
determined by management based upon periodic reviews of the loan portfolio. In
addition, management considers the level of charge offs on loans, as well as the
fluctuations of charge offs and recoveries on loans, in the factors which caused
these changes. Estimating the risk of loss and the amount of loss is necessarily
subjective. Accordingly, the allowance is maintained by management at a level
considered adequate to cover losses that are currently anticipated based on past
loss experience, economic conditions, information about specific borrower
situations, including their financial position and collateral values, and other
factors and estimates which are subject to change over time.

The Company has substantially increased the reserve level over the last several
years. Specifically, since December 31, 2019 the allowance for loan losses
balance has increased from $8.8 million to $13.8 million at December 31, 2022,
which is an increase of $5.0 million or 59 percent. This increase was the result
of $5.6 million in provision expense during the period ($4.5 million in 2020 and
$1.1 million in 2021) and minimal charge-offs, which were just $0.5 million over
the two-year period. The reserve has remained flat in 2022 as a result of
increased loan growth that has been offset by improving economic conditions.


                                       42




The following schedule provides a breakdown of the allowance for loan losses
allocated by type of loan and related ratios at December 31 for the years
indicated:

                                           Percentage of                        Percentage                        Percentage
                                              Loans In                         of Loans In                        of Loans In
                                                Each                               Each                              Each
                            Allowance       Category to        Allowance       Category to        Allowance       Category to
                             Amount         Total Loans         Amount         Total Loans         Amount         Total Loans
($ in thousands)                        2022                               2021                              2020

Commercial & industrial    $     1,663               12.0 %   $     1,890               14.9 %   $     3,074              23.4 %
Commercial real estate -
owner occupied                   1,696               12.3 %         2,588               14.5 %         2,059              12.9 %
Commercial real estate -
nonowner occupied                4,584               33.2 %         4,193               31.9 %         3,392              29.5 %
Agricultural                       611                4.4 %           599                7.0 %           496               6.3 %
Residential real estate          4,438               32.1 %         3,515               25.1 %         2,534              20.8 %
Home equity line of
credit (HELOC)                     547                4.0 %           631                5.1 %           647               5.3 %
Consumer                           279                2.0 %           389                1.6 %           372               1.7 %
                           $    13,818              100.0 %   $    13,805              100.0 %   $    12,574             100.0 %



As detailed in the risk factors, the CARES Act provided for significant consumer
and small business relief due to the impact of the COVID-19 pandemic. The
Company provided payment relief to a number of consumer and small business
customers throughout 2020 and 2021, which we believe was successful and enabled
our clients to weather the pandemic effectively. All such COVID-related payment
deferrals had expired or been removed by December 31, 2021 and all clients were
back to contractual terms at such date.

Regulatory capital reporting is required for State Bank only, as the Company is
currently exempt from quarterly regulatory capital level measurement pursuant to
the Small Bank Holding Company Policy Statement. As of December 31, 2022, State
Bank met all regulatory capital levels required to be considered
well-capitalized (see Note 16 to the Consolidated Financial Statements).

On May 27, 2021, the Company issued and sold $20.0 million in aggregate
principal amount of its 3.65% Fixed to Floating Rate Subordinated Notes due 2031
in a private placement exempt from the registration requirements under the
Securities Act of 1933, as amended. The Subordinated Notes bear interest at a
fixed rate of 3.65% through May 31, 2026. From June 1, 2026 to the maturity date
or earlier redemption of the Subordinated Notes, the interest rate will reset
quarterly to an interest rate per annum, equal to the then-current-three-month
Secured Overnight Financing Rate ("SOFR") provided by the Federal Reserve Bank
of New York plus 296 basis points. The proceeds from the Subordinated Notes will
be used to assist the Company in meeting various corporate obligations,
including share buyback, acquisition costs and organic asset growth. The
Subordinated Notes have a maturity of 10 years.

Earnings Summary - 2022 vs. 2021


Net income for 2022 was $12.5 million, or $1.77 per diluted share, compared with
net income of $18.3 million, or $2.56 per diluted share, for 2021. State Bank
reported net income for 2022 of $13.4 million, which was down from the $18.6
million in net income in 2021. SBFG Title reported net income for 2022 of $0.4
million, which was down from net income of $0.5 million in 2021.

Positive results for 2022 included loan growth of $141.4 million when excluding
the impact of the PPP initiative, while deposits were slightly lower by $26.4
million. The Company completed the final forgiveness in December of 2022 from
the nearly 1,200 PPP loans processed during 2020 and 2021. The mortgage banking
business line, despite the headwinds from rapidly rising rates, continued to
contribute in both balance growth and gain on sale. For the full year of 2022,
residential real estate loan production was $313.0 million, with $4.3 million of
revenue from gains on sale. The level of mortgage origination was down from the
$600.0 million in 2021. The Company's loans serviced for others ended the year
at $1.35 billion, down slightly from $1.36 billion at December 31, 2021.

Operating revenue decreased by $11.0 million, or 3.9 percent, from $68.6 million
in 2021 to $57.6 million in 2022 due to decreased PPP fees, OMSR recapture and
significantly lower mortgage gain revenue. SBFG Title increased revenue by $0.1
million to $2.2 million for 2022.


                                       43




Operating expense decreased by $2.5 million, or 5.6 percent, from $44.8 million
in 2021 to $42.3 million in 2022, due to lower incentive and commission levels,
which were offset by higher medical costs and increased spending on technology.

Results of Operations

                                                  Years Ended December 31,

($ in thousands, except per share data)      2022            2021         %

Change

Total assets                              $ 1,335,633     $ 1,330,854           0.4 %
Total investments                             238,780         263,259          -9.3 %
Loans held for sale                             2,073           7,472         -72.3 %

Loans, net of unearned income                 962,075         822,714      

   16.9 %
Allowance for loan losses                      13,818          13,805           0.1 %
Total deposits                              1,086,665       1,113,045          -2.4 %

Total operating revenue1                  $    57,630     $    68,581         -16.0 %
Net interest income                            39,399          37,884           4.0 %
Loan loss provision                                 -           1,050        -100.0 %
Noninterest income                             18,231          30,697         -40.6 %
Noninterest expense                            42,314          44,808          -5.6 %
Net income                                     12,521          18,277         -31.5 %
Diluted earnings per share                       1.77            2.56         -30.9 %


1 Operating revenue equals net interest income plus noninterest income.





Net interest income was $39.4 million for 2022 compared to $37.9 million for
2021, an increase of $1.5 million or 4.0 percent. Despite the reduction in PPP
fees of $3.6 million compared to 2021, 2022 margin revenue was able to grow due
to a favorable shift in mix on the balance sheet. Average earning assets
decreased slightly to $1.23 billion in 2022, compared to $1.24 billion in 2021,
due lower cash and securities, partially offset by the increase in our loan
portfolio. The consolidated 2022 full year net interest margin on an FTE basis
increased 16 basis points to 3.22 percent compared to 3.06 percent for the full
year of 2021. The Company benefited from the Federal Reserve's seven interest
rate increases in 2022, which increased margin revenue from our variable rate
loans and securities.

Zero provision for loan losses was taken in 2022 compared to $1.0 million taken for 2021. For 2022, net recoveries totaled $0.01 million, compared to net recoveries of $0.18 million or (0.02) percent of average loans, for 2021.



Noninterest Income                                  Years Ended December 31,
($ in thousands)                                2022         2021        % Change
Wealth management fees                        $  3,728     $  3,814           -2.3 %
Customer service fees                            3,378        3,217            5.0 %

Gains on sale of residential loans & OMSR's      4,298       17,255          -75.1 %
Mortgage loan servicing fees, net                2,964        2,940           -0.8 %
Gain on sale of non-mortgage loans                 566          158        

 258.2 %
Title insurance income                           2,229        2,089            6.7 %
Other                                            1,068        1,224          -12.7 %
Total noninterest income                      $ 18,231     $ 30,697          -40.6 %




                                       44




Total noninterest income was $18.2 million for 2022 compared to $30.7 million
for 2021, representing a decrease of $12.5 million, or 40.6 percent,
year-over-year. Mortgage gain on sale was down significantly from the record
year in 2021 by $13.0 million. The Company sold $184.8 million of originated
mortgages into the secondary market in 2022, which due to being less than the
amortization on the serviced portfolio, reduced the size of our serviced loan
portfolio to $1.35 billion at December 31, 2022 from $1.36 billion at December
31, 2021. Sales of non-mortgage loans (small business and farm credits)
increased in 2022 as compared to 2021, as SBA activity returned to normal
production. The Company saw its wealth management assets under management
decline by $111.2 million to $507.13 million, however price increases and higher
brokerage activity held the revenue decline for the year to only 2.3 percent.

Noninterest Expense                   Years Ended December 31,
($ in thousands)                 2022         2021        % Change
Salaries & employee benefits   $ 24,142     $ 26,838          -10.0 %
Net occupancy expense             2,993        3,048           -1.8 %
Equipment expense                 3,616        3,281           10.2 %
Data processing fees              2,510        2,579           -2.7 %
Professional fees                 3,214        3,027            6.2 %
Marketing expense                   911          784           16.2 %

Telephone and communications 474 581 -18.4 % Postage and delivery expense 422 414

            1.9 %
State, local and other taxes      1,082        1,175           -7.9 %
Employee expense                    613          663           -7.5 %
Other expense                     2,337        2,418           (3.3 %)
Total noninterest expense      $ 42,314     $ 44,808           -5.6 %



Total noninterest expense was $42.3 million for 2022 compared to $44.8 million
for 2021, representing a $2.5 million, or 5.6 percent, decrease year-over-year.
Total full-time equivalent employees ended 2022 at 269, which was down one from
year end 2021.

Earnings Summary - 2021 vs. 2020


Net income for 2021 was $18.3 million, or $2.56 per diluted share, compared with
net income of $14.9 million, or $1.96 per diluted share, for 2020. State Bank
reported net income for 2021 of $18.6 million, which was up from the $16.0
million in net income in 2020. SBFG Title reported net income for 2021 of $0.5
million, which was down from net income of $0.6 million in 2020.

Positive results for 2021 included loan growth of $18.5 million when excluding
the impact of the PPP initiative, and deposit growth of $64.0 million. The
Company fully participated in both phases of PPP, with a total of $111.4 million
in loans to over 1,100 clients with revenue of $3.4 million for 2021 compared to
$1.4 million for 2020. The mortgage banking business line continued to
contribute significant revenues, with residential real estate loan production of
$600.0 million for the year, resulting in $17.3 million of revenue from gains on
sale. The level of mortgage origination was down from the $694.2 million in
2020. The Company's loans serviced for others ended the year at $1.36 billion,
up from $1.30 billion at December 31, 2020.

Operating revenue increased by $2.6 million, or 3.9 percent, from $66.0 million
in 2021 to $68.6 million in 2020 due to increased PPP fees and OMSR recapture
which offset lower mortgage gain revenue. SBFG Title increased revenue by $0.1
million to $2.1 million for 2022.

Operating expense increased by $1.7 million, or 4.0 percent, from $43.1 million
in 2021 to $44.8 million in 2020, due to compensation and fringe benefit cost
increases and higher spend on technology/digital initiatives. These expense
increases were offset by lower mortgage commission expense due to lower volume.


                                       45



Goodwill, Intangibles and Capital Purchases


The Company completed its most recent annual goodwill impairment review as of
December 31, 2022. At December 31, 2022, the Company concluded that it was more
likely than not that the fair value of the reporting unit exceeded its carrying
value, resulting in no impairment. The Company's goodwill is further discussed
in Note 6 to the Consolidated Financial Statements.

Management plans to continue from time to time to purchase additional premises
and equipment and improve current facilities to meet the current and future
needs of the Company's customers. These purchases will include buildings,
leasehold improvements, furniture and equipment. Management expects that cash on
hand and cash generated from current operations will fund these capital
expenditures and purchases.

Liquidity



Liquidity relates primarily to the Company's ability to fund loan demand, meet
deposit customers' withdrawal requirements and provide for operating expenses.
Sources used to satisfy these needs consist of cash and due from banks,
interest-bearing deposits in other financial institutions, securities
available-for-sale, loans held for sale and borrowings from various sources.
These assets, excluding the borrowings, are commonly referred to as liquid
assets. Liquid assets were $270.8 million at December 31, 2022, compared to
$422.9 million at December 31, 2021.

The Company does not have material cash requirements for capital expenditures
over the next year. Any cash needs for capital requirements would be funded by
cash existing at the Company. It is not anticipated that the Company will be
required to initiate external borrowings in order to fund ongoing operations.

The Company's commercial real estate, first mortgage residential, agricultural
and multi-family mortgage portfolio of $768.5 million at December 31, 2022, can
and is readily used to collateralize borrowings, which is an additional source
of liquidity. Management believes the Company's current liquidity level, without
these borrowings, is sufficient to meet its current and anticipated liquidity
needs. At December 31, 2022, all eligible commercial real estate, residential
first, multi-family mortgage and agricultural loans were pledged under a Federal
Home Loan Bank ("FHLB") blanket lien.

Significant additional off-balance-sheet liquidity is available in the form of
FHLB advances, unused federal funds lines from correspondent banks and the
national certificate of deposit market. Management expects the risk of changes
in off-balance-sheet arrangements to be immaterial to earnings. Based on the
current collateralization requirements of the FHLB, approximately $80.9 million
of additional borrowing capacity existed at December 31, 2022.

At December 31, 2022 and 2021, the Company had $56.0 million in federal funds
lines available. The Company also had $166.5 million in unpledged securities at
December 31, 2022 available for additional borrowings.

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 2022 and 2021 follows:

The Company experienced positive cash flows from operating activities in 2022
and 2021. Net cash from operating activities was $25.6 million and $17.3 million
for the years ended December 31, 2022 and 2021, respectively. Significant
operating items for 2022 included gain on sale of loans of $4.9 million and net
income of $12.5 million. Cash provided by the sale of loans held for sale were
$189.5 million. Cash used in the origination of loans held for sale were $181.2
million.

The Company experienced negative cash flows from investing activities in 2022
and 2021. Net cash used in investing activities was $165.7 million and $72.0
million for the years ended December 31, 2022 and 2021, respectively. The
changes for 2022 include the purchase of available-for-sale securities of $50.6
million, and net increase in loans of $139.7 million. The changes for 2021
include the purchase of available- for-sale securities of $170.7 million and net
decrease in loans of $48.5 million. The Company had proceeds from repayments,
maturities, sales and calls of securities of $35.9 million and $50.5 million in
2022 and 2021, respectively.


                                       46




The Company experienced positive cash flows from financing activities in 2022
and 2021. Net cash from financing activities was $18.4 million and $63.6 million
for the years ended December 31, 2022 and 2021, respectively. Negative cash
flows of $26.4 million and positive cash flows of $64.0 million is attributable
to the change in deposits for 2022 and 2021, respectively.

The Company 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 results of this analysis
are reflected in the following table.

Economic Value of Equity December 31, 2022


                     ($ in thousands)
Change in rates     $ Amount      $ Change      % Change
+400 basis points   $ 264,361     $ (61,360 )      -18.84 %
+300 basis points     284,602       (41,120 )      -12.62 %
+200 basis points     303,265       (22,457 )       -6.89 %
+100 basis points     319,473        (6,249 )       -1.92 %
Base Case             325,722             -             -
-100 basis points     321,550        (4,172 )       -1.28 %
-200 basis points     305,242       (20,480 )       -6.29 %
-300 basis points     293,718       (32,004 )       -9.83 %
-400 basis points     271,404       (54,318 )      -16.68 %


Economic Value of Equity December 31, 2021


                     ($ in thousands)
Change in rates     $ Amount      $ Change      % Change
+400 basis points   $ 278,254     $  35,684         14.71 %
+300 basis points     273,190        30,620         12.62 %
+200 basis points     265,711        23,142          9.54 %
+100 basis points     256,110        13,540          5.58 %
Base Case             242,570             -             -
-100 basis points     217,281       (25,289 )      -10.43 %

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