CB Financial Services Inc
For the period ended Dec 31, 2023. Filed Mar 13, 2024.
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FY2023 · Filed Mar 13, 2024
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ITEM 15. Exhibits and Financial Statement Schedules
| (a)(1) | Financial Statements |
|---|---|
| (A) | Report of Independent Registered Public Accounting Firm; |
| (B) | Consolidated Statements of Financial Condition at December 31, 2023 and 2022; |
| (C) | Consolidated Statements of Income for the Years Ended December 31, 2023 and 2022; |
| (D) | Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023 and 2022; |
| (E) | Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023 and 2022; |
| (F) | Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022; and |
| (G) | Notes to Consolidated Financial Statements. |
| (a)(2) | Financial Statement Schedules |
| All financial statement schedules have been omitted as the required information is inapplicable or has been included in the Notes to Consolidated Financial Statements. | |
| (a)(3) | Exhibits |
| 3.1 | Amended and Restated Articles of Incorporation of CB Financial Services, Inc. (1) |
| 3.2 | Bylaws of CB Financial Services, Inc. (2) |
| 4.1 | Form of Stock Certificate of CB Financial Services, Inc. (1) |
| 4.2 | Description of Registrant's Securities (3) |
| 10.1 | Employment Agreement by and between Community Bank and John H. Montgomery (4) |
| 10.2 | Executive Consultant Agreement by and between Community Bank and Ralph Burchianti (5) |
| 10.3 | Employment Agreement by and between Community Bank and Jamie L. Prah (6) |
| 10.4 | Employment Agreement by and among Community Bank, Exchange Underwriters, Inc., and Richard B. Boyer dated April 14, 2014 (1) |
| 10.8 | Split Dollar Life Insurance Agreement by and between Community Bank and John H. Montgomery, dated November 2, 2020 (7) |
| 10.9 | Split Dollar Life Insurance Agreement by and between Community Bank and Ralph Burchianti dated April 1, 2005 (1) |
| 10.10 | Split Dollar Life Insurance Agreement dated as of June 1, 2002, by and between First Federal Savings Bank and Richard B. Boyer (8) |
| 10.11 | Amendment dated as of July 19, 2002, to the Life Insurance Endorsement Method Split Dollar Plan Agreement by and between First Federal Savings Bank and Richard B. Boyer (9) |
| 10.12 | Amendment dated as of September 13, 2005, to the Life Insurance Endorsement Method Split Dollar Plan Agreement by and between First Federal Savings Bank and Richard B. Boyer (10) |
| 10.15 | CB Financial Services, Inc., 2015 Equity Incentive Plan (11) |
| 10.16 | CB Financial Services, Inc., 2021 Equity Incentive Plan (12) |
| 10.17 | Subordinated Note Purchase Agreement (13) |
| 10.18 | Employment Agreement by and between Community Bank and Jennifer L. George (14) |
| 10.19 | Asset Purchase Agreement among World Insurance Associates, LLC, Exchange Underwriters, Inc. and Community Bank (15) |
| 21 | Subsidiaries |
| 23.1 | Consent of FORVIS, LLP |
| 31.1 | Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97 | CB Financial Services, Inc., Clawback Policy |
| 101.0 | The following materials for the year ended December 31, 2023, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive (Loss) Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Audited Consolidated Financial Statements. |
| 104 | Cover Page Interactive Data File (embedded in Inline XBRL contained in Exhibit 101) |
(1) Incorporated herein by reference to the Exhibits to the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on June 13, 2014 (File No. 333-196749).
(2) Incorporated herein by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2021.
(3) Incorporated herein by reference to Exhibit 4.2 to the Company’s Form 10-K for the year ended December 31, 2020, filed on March 17, 2021.
(4) Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 14, 2020.
(5) Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K , filed on February 21, 2023.
(6) Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 24, 2020.
(7) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 6, 2020.
(8) Incorporated herein by reference to Exhibit 10.11 to FedFirst Financial Corporation’s Registration Statement on Form SB-2, as amended (File No. 333-121405), initially filed on December 17, 2004.
(9) Incorporated herein by reference to Exhibit 10.2 to FedFirst Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed on May 9, 2008.
(10) Incorporated herein by reference to Exhibit 10.4 to FedFirst Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed on May 9, 2008.
(11) Incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement, filed on April 16, 2015.
(12) Incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement, filed on April 9, 2021.
(13) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 10, 2021.
(14) Incorporated by reference to Exhibit 10.18 to the Company's Form 10-K for the year ended December 31, 2022, filed on March 10, 2023.
(15) Incorporated herein by reference to Exhibit 2 to the Company's Current Report on Form 8-K, filed on December 1, 2023.
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