Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 13, 2023


			CB FINANCIAL SERVICES, INC.
			(Exact name of registrant as specified in its charter)

Commission file number: 001-36706


Pennsylvania						51-0534721
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

100 N. Market Street,

Carmichaels,

15320

(Address of principal executive offices)

(Zip code)

(724)

966-5041

(Registrant’s telephone number, including area code)


			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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Common stock, par value $0.4167 per share

CBFV

The Nasdaq Stock Market, LLC

(Title of each class)

(Trading symbol)

(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. ☐

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 standard provided pursuant to Section 13(a) of the Exchange

Act. ☐

Item 8.01. Other Events.

On December 13, 2023, CB Financial Services, Inc. (the "Company") issued a press release regarding the execution of a balance sheet repositioning strategy related to its available-for-sale investment securities portfolio. For further information, refer to the copy of the press release which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.


Exhibit No.			Description

99.1.			Press Release Dated December 13, 2023
104.1.			Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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.


	CB FINANCIAL SERVICES, INC.


Date: December 13, 2023	By:	/s/ John H. Montgomery
		John H. Montgomery
		President and Chief Executive Officer

Immediate Release

CB Financial Services, Inc.

Repositions Balance Sheet

WASHINGTON, PA., December 13, 2023 -- CB Financial Services, Inc. (“CB” or the “Company”) (NASDAQGM: CBFV), the holding company of Community Bank (the “Bank”), implemented a balance sheet repositioning strategy of its portfolio of available-for-sale investment securities.

The Bank sold $79.4 million in book value of its lower-yielding investment securities, with an average yield of 1.89%, for an estimated after-tax realized loss of $8.0 million. Investment securities sold included $49.0 million of U,S. government agency securities, $20.0 million of mortgage-backed securities issued by the U.S. government-sponsored agencies and $10.4 million of municipal securities.

In addition, the Bank purchased $69.3 million of higher-yielding mortgage-backed securities/collateralized mortgage obligations issued by U.S government-sponsored agencies with an average yield of 5.49%, all of which were all classified as available-for-sale at time of purchase.

President and CEO John H. Montgomery stated, “We elected to proactively reposition our securities portfolio during the fourth quarter, which we anticipate will provide significant earnings benefit as we enter 2024. We expect the repositioning will add approximately 17 basis points to our net interest margin and approximately $0.36 to earnings per share. In conjunction with the recent sale of our insurance agency subsidiary, we believe this is a prudent use of capital designed to enhance long-term shareholder value as well as improve earnings”.

On an annualized basis, the purchased securities have a positive spread differential of about 360 basis points over the securities that were sold, which is expected to add approximately $1.8 million of after-tax earnings. The Bank expects to recover the estimated $8.0 million after-tax realized loss on the sale of securities in about 4.3 years.

The loss on the sale of securities is expected to have a neutral impact on the Company’s consolidated shareholders' equity and tangible book value per share. After the repositioning, the Bank's regulatory capital levels remained well above those required to be categorized as well-capitalized.

The Company expects the balance sheet repositioning to be accretive to earnings, net interest margin and return on assets in future periods.

About CB Financial Services, Inc.

CB Financial Services, Inc. is the bank holding company for Community Bank, a Pennsylvania-chartered commercial bank. Community Bank operates its branch network in southwestern Pennsylvania and West Virginia. Community Bank offers a broad array of retail and commercial lending and deposit services.

For more information about CB Financial Services, Inc. and Community Bank, visit our website at www.communitybank.tv.

Statement About Forward-Looking Statements

Statements contained in this press release that are not historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995 and such forward-looking statements are subject to significant risks and uncertainties. The Company intends such forward-looking statements to be covered by the safe harbor provisions contained in the Act. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the Company and its subsidiaries include, but are not limited to, general and local economic conditions, changes in market interest rates, deposit flows, demand for loans, real estate values and competition, competitive products and pricing, the ability of our customers to make scheduled loan payments, loan delinquency rates and trends, our ability to manage the risks involved in our business, our ability to control costs and expenses, inflation, market and monetary fluctuations, changes in federal and state legislation and regulation applicable to our business, actions by our competitors, and other factors that may be disclosed in the Company’s periodic reports as filed with the Securities and Exchange Commission. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company assumes no obligation to update any forward-looking statements except as may be required by applicable law or regulation.

Company Contact:

John H. Montgomery

President and Chief Executive Officer

Phone: (724) 225-2400

Cover	Dec. 13, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 13, 2023
Entity Registrant Name	CB FINANCIAL SERVICES, INC.
Entity File Number	001-36706
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	51-0534721
Entity Address, Address Line One	100 N. Market Street,
Entity Address, City or Town	Carmichaels,
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15320
City Area Code	(724)
Local Phone Number	966-5041
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.4167 per share
Trading Symbol	CBFV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001605301
Amendment Flag	false