UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 20202021 

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     

Commission File Number: 001-36192

 

Civista Bancshares, Inc.

(Exact name of registrant as specified in its charter)

 

 

Ohio

 

34-1558688

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

100 East Water Street, Sandusky, Ohio

 

44870

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (419) 625-4121

N/A

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

 

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common

 

CIVB

 

NASDAQ Capital Market

 

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

 

Accelerated filer

 

Non-accelerated filer

 

 

 

Smaller reporting company

 

Emerging growth company

 

 

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes      No  

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Shares, no par value, outstanding at August 6, 2020—16,052,9794, 2021—15,138,706 shares

 

 

 


 

CIVISTA BANCSHARES, INC.

Index

 

PART I.

 

Financial Information

  

 

 

 

Item 1.

 

Financial Statements:

  

 

 

 

 

 

Consolidated Balance Sheets (Unaudited) June 30, 20202021 and December 31, 20192020

  

 

2

 

 

 

Consolidated Statements of Operations (Unaudited) Three- and six-months ended June 30, 20202021 and 20192020

  

 

3

 

 

 

Consolidated Statements of Comprehensive Income (Unaudited)
Three- and six-months ended June 30, 20202021 and 20192020

  

 

4

 

 

 

Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)
Three- and six-months ended June 30, 20202021 and 20192020

  

 

5

 

 

 

Condensed Consolidated Statements of Cash Flows (Unaudited)
Six months ended June 30, 20202021 and 20192020

  

 

7

 

 

 

Notes to Interim Consolidated Financial Statements (Unaudited)

  

 

8-36

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

 

38-5037-50

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

  

 

51-5250-51

 

Item 4.

 

Controls and Procedures

  

 

5352

 

 

 

 

PART II.

 

Other Information

  

 

53

 

Item 1.

 

Legal Proceedings

  

 

5453

 

Item 1A.

 

Risk Factors

  

 

5453

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

  

 

5653

 

Item 3.

 

Defaults Upon Senior Securities

  

 

5653

 

Item 4.

 

Mine Safety Disclosures

  

 

5653

 

Item 5.

 

Other Information

  

 

5653

 

Item 6.

 

Exhibits

  

 

5754

 

Signatures

 

 

  

 

5855

 

 

 

 


 

Part I – Financial Information

ITEM 1.

Financial Statements

CIVISTA BANCSHARES, INC.

Consolidated Balance Sheets (Unaudited)

(In thousands, except share data)

 

 

June 30, 2021

 

 

 

 

 

 

June 30, 2020

 

 

December 31, 2019

 

 

(Unaudited)

 

 

December 31, 2020

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from financial institutions

 

$

196,520

 

 

$

48,535

 

 

$

237,376

 

 

$

128,222

 

Restricted cash

 

 

7,930

 

 

 

11,300

 

Cash and cash equivalents

 

 

245,306

 

 

 

139,522

 

Securities available for sale

 

 

368,383

 

 

 

358,499

 

 

 

457,804

 

 

 

363,464

 

Equity securities

 

 

798

 

 

 

1,191

 

 

 

1,027

 

 

 

886

 

Loans held for sale

 

 

18,523

 

 

 

2,285

 

 

 

6,618

 

 

 

7,001

 

Loans, net of allowance of $20,420 and $14,767

 

 

2,002,545

 

 

 

1,694,203

 

Loans, net of allowance of $26,197 and $25,028

 

 

1,992,999

 

 

 

2,032,474

 

Other securities

 

 

20,537

 

 

 

20,280

 

 

 

20,537

 

 

 

20,537

 

Premises and equipment, net

 

 

23,137

 

 

 

22,871

 

 

 

22,817

 

 

 

22,580

 

Accrued interest receivable

 

 

11,047

 

 

 

7,093

 

 

 

8,123

 

 

 

9,421

 

Goodwill

 

 

76,851

 

 

 

76,851

 

 

 

76,851

 

 

 

76,851

 

Other intangible assets

 

 

8,001

 

 

 

8,305

 

Other intangible assets, net

 

 

8,129

 

 

 

8,075

 

Bank owned life insurance

 

 

45,489

 

 

 

44,999

 

 

 

46,467

 

 

 

45,976

 

Swap assets

 

 

25,719

 

 

 

8,918

 

 

 

14,521

 

 

 

21,700

 

Other assets

 

 

14,603

 

 

 

15,527

 

 

 

23,444

 

 

 

20,375

 

Total assets

 

$

2,812,153

 

 

$

2,309,557

 

 

$

2,924,643

 

 

$

2,768,862

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing

 

$

693,848

 

 

$

512,553

 

 

$

853,724

 

 

$

720,809

 

Interest-bearing

 

 

1,375,413

 

 

 

1,166,211

 

 

 

1,549,268

 

 

 

1,468,589

 

Total deposits

 

 

2,069,261

 

 

 

1,678,764

 

 

 

2,402,992

 

 

 

2,189,398

 

Short-term Federal Home Loan Bank advances

 

 

 

 

 

101,500

 

Long-term Federal Home Loan Bank advances

 

 

125,000

 

 

 

125,000

 

 

 

75,000

 

 

 

125,000

 

Securities sold under agreements to repurchase

 

 

23,608

 

 

 

18,674

 

 

 

24,916

 

 

 

28,914

 

Other borrowings

 

 

183,695

 

 

 

 

Subordinated debentures

 

 

29,427

 

 

 

29,427

 

 

 

29,427

 

 

 

29,427

 

Swap liabilities

 

 

25,719

 

 

 

8,918

 

 

 

14,563

 

 

 

21,764

 

Accrued expenses and other liabilities

 

 

18,830

 

 

 

17,148

 

 

 

25,332

 

 

 

24,251

 

Total liabilities

 

 

2,475,540

 

 

 

1,979,431

 

 

 

2,572,230

 

 

 

2,418,754

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares, no par value, 20,000,000 shares authorized, 17,664,951 shares

issued at June 30, 2020 and 17,623,706 shares issued at December 31, 2019

 

 

276,841

 

 

 

276,422

 

Common shares, no par value, 20,000,000 shares authorized, 17,711,815 shares issued

at June 30, 2021 and 17,664,951 shares issued at December 31, 2020, including

Treasury Shares

 

 

277,495

 

 

 

277,039

 

Retained earnings

 

 

78,712

 

 

 

67,974

 

 

 

109,178

 

 

 

93,048

 

Treasury shares, 1,611,972 common shares at June 30, 2020 and 936,164 common

shares at December 31, 2019, at cost

 

 

(32,594

)

 

 

(21,144

)

Treasury shares, 2,277,223 common shares at June 30, 2021 and 1,766,919 common

shares at December 31, 2020, at cost

 

 

(45,953

)

 

 

(34,598

)

Accumulated other comprehensive income

 

 

13,654

 

 

 

6,874

 

 

 

11,693

 

 

 

14,619

 

Total shareholders’ equity

 

 

336,613

 

 

 

330,126

 

 

 

352,413

 

 

 

350,108

 

Total liabilities and shareholders’ equity

 

$

2,812,153

 

 

$

2,309,557

 

 

$

2,924,643

 

 

$

2,768,862

 

 

See notes to interim unaudited consolidated financial statements

Page 2


 

CIVISTA BANCSHARES, INC.

Consolidated Statements of Operations (Unaudited)

(In thousands, except per share data)

 

 

Three months ended

 

 

Six Months Ended

 

 

Three months ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Interest and dividend income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

21,613

 

 

$

21,657

 

 

$

43,286

 

 

$

42,619

 

 

$

22,653

 

 

$

21,613

 

 

$

45,436

 

 

$

43,286

 

Taxable securities

 

 

1,359

 

 

 

1,694

 

 

 

2,775

 

 

 

3,442

 

 

 

1,230

 

 

 

1,359

 

 

 

2,505

 

 

 

2,775

 

Tax-exempt securities

 

 

1,541

 

 

 

1,408

 

 

 

3,053

 

 

 

2,760

 

 

 

1,525

 

 

 

1,541

 

 

 

3,044

 

 

 

3,053

 

Federal funds sold and other

 

 

71

 

 

 

167

 

 

 

472

 

 

 

689

 

 

 

90

 

 

 

71

 

 

 

239

 

 

 

472

 

Total interest and dividend income

 

 

24,584

 

 

 

24,926

 

 

 

49,586

 

 

 

49,510

 

 

 

25,498

 

 

 

24,584

 

 

 

51,224

 

 

 

49,586

 

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

1,802

 

 

 

1,976

 

 

 

3,787

 

 

 

3,867

 

 

 

1,136

 

 

 

1,802

 

 

 

2,396

 

 

 

3,787

 

Federal Home Loan Bank advances

 

 

447

 

 

 

831

 

 

 

1,028

 

 

 

1,429

 

 

 

330

 

 

 

447

 

 

 

774

 

 

 

1,028

 

Subordinated debentures

 

 

250

 

 

 

372

 

 

 

563

 

 

 

744

 

 

 

185

 

 

 

250

 

 

 

371

 

 

 

563

 

Securities sold under agreements to repurchase and other

 

 

10

 

 

 

5

 

 

 

18

 

 

 

10

 

 

 

6

 

 

 

10

 

 

 

14

 

 

 

18

 

Total interest expense

 

 

2,509

 

 

 

3,184

 

 

 

5,396

 

 

 

6,050

 

 

 

1,657

 

 

 

2,509

 

 

 

3,555

 

 

 

5,396

 

Net interest income

 

 

22,075

 

 

 

21,742

 

 

 

44,190

 

 

 

43,460

 

 

 

23,841

 

 

 

22,075

 

 

 

47,669

 

 

 

44,190

 

Provision for loan losses

 

 

3,486

 

 

 

 

 

 

5,612

 

 

 

 

 

 

 

 

 

3,486

 

 

 

830

 

 

 

5,612

 

Net interest income after provision for loan losses

 

 

18,589

 

 

 

21,742

 

 

 

38,578

 

 

 

43,460

 

 

 

23,841

 

 

 

18,589

 

 

 

46,839

 

 

 

38,578

 

Noninterest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service charges

 

 

930

 

 

 

1,552

 

 

 

2,398

 

 

 

3,008

 

 

 

1,317

 

 

 

930

 

 

 

2,573

 

 

 

2,398

 

Net gain on sale of securities

 

 

 

 

 

10

 

 

 

 

 

 

14

 

 

 

1,784

 

 

 

 

 

 

1,783

 

 

 

 

Net loss on equity securities

 

 

(5

)

 

 

(33

)

 

 

(146

)

 

 

(31

)

Net gain (loss) on equity securities

 

 

53

 

 

 

(5

)

 

 

141

 

 

 

(146

)

Net gain on sale of loans

 

 

2,261

 

 

 

555

 

 

 

3,088

 

 

 

886

 

 

 

2,218

 

 

 

2,261

 

 

 

4,963

 

 

 

3,088

 

ATM/Interchange fees

 

 

1,149

 

 

 

951

 

 

 

2,043

 

 

 

1,857

 

 

 

1,373

 

 

 

1,149

 

 

 

2,620

 

 

 

2,043

 

Wealth management fees

 

 

904

 

 

 

911

 

 

 

1,910

 

 

 

1,758

 

 

 

1,188

 

 

 

904

 

 

 

2,334

 

 

 

1,910

 

Bank owned life insurance

 

 

240

 

 

 

252

 

 

 

490

 

 

 

499

 

 

 

248

 

 

 

240

 

 

 

491

 

 

 

490

 

Tax refund processing fees

 

 

475

 

 

 

550

 

 

 

2,375

 

 

 

2,750

 

 

 

475

 

 

 

475

 

 

 

2,375

 

 

 

2,375

 

Swap fees

 

 

764

 

 

 

15

 

 

 

1,102

 

 

 

88

 

 

 

17

 

 

 

764

 

 

 

94

 

 

 

1,102

 

Other

 

 

136

 

 

 

341

 

 

 

470

 

 

 

559

 

 

 

352

 

 

 

136

 

 

 

841

 

 

 

470

 

Total noninterest income

 

 

6,854

 

 

 

5,104

 

 

 

13,730

 

 

 

11,388

 

 

 

9,025

 

 

 

6,854

 

 

 

18,215

 

 

 

13,730

 

Noninterest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation expense

 

 

10,597

 

 

 

9,548

 

 

 

21,468

 

 

 

19,353

 

 

 

11,406

 

 

 

10,597

 

 

 

23,188

 

 

 

21,468

 

Net occupancy expense

 

 

1,064

 

 

 

964

 

 

 

2,040

 

 

 

2,004

 

 

 

1,007

 

 

 

1,064

 

 

 

2,231

 

 

 

2,040

 

Equipment expense

 

 

507

 

 

 

480

 

 

 

1,013

 

 

 

943

 

 

 

482

 

 

 

507

 

 

 

896

 

 

 

1,013

 

Contracted data processing

 

 

475

 

 

 

447

 

 

 

925

 

 

 

866

 

 

 

490

 

 

 

475

 

 

 

933

 

 

 

925

 

FDIC assessment

 

 

156

 

 

 

106

 

 

 

243

 

 

 

298

 

 

 

322

 

 

 

156

 

 

 

582

 

 

 

243

 

State franchise tax

 

 

475

 

 

 

499

 

 

 

967

 

 

 

899

 

 

 

471

 

 

 

475

 

 

 

1,096

 

 

 

967

 

Professional services

 

 

883

 

 

 

700

 

 

 

1,620

 

 

 

1,395

 

 

 

741

 

 

 

883

 

 

 

1,479

 

 

 

1,620

 

Amortization of intangible assets

 

 

228

 

 

 

235

 

 

 

459

 

 

 

475

 

 

 

223

 

 

 

228

 

 

 

445

 

 

 

459

 

ATM/Interchange expense

 

 

331

 

 

 

546

 

 

 

778

 

 

 

924

 

 

 

656

 

 

 

331

 

 

 

1,249

 

 

 

778

 

Marketing

 

 

339

 

 

 

367

 

 

 

695

 

 

 

707

 

 

 

343

 

 

 

339

 

 

 

641

 

 

 

695

 

Software maintenance expense

 

 

407

 

 

 

356

 

 

 

844

 

 

 

705

 

 

 

545

 

 

 

407

 

 

 

1,053

 

 

 

844

 

Other operating expenses

 

 

2,652

 

 

 

2,391

 

 

 

4,918

 

 

 

4,519

 

 

 

5,781

 

 

 

2,652

 

 

 

8,064

 

 

 

4,918

 

Total noninterest expense

 

 

18,114

 

 

 

16,639

 

 

 

35,970

 

 

 

33,088

 

 

 

22,467

 

 

 

18,114

 

 

 

41,857

 

 

 

35,970

 

Income before taxes

 

 

7,329

 

 

 

10,207

 

 

 

16,338

 

 

 

21,760

 

 

 

10,399

 

 

 

7,329

 

 

 

23,197

 

 

 

16,338

 

Income tax expense

 

 

825

 

 

 

1,546

 

 

 

2,001

 

 

 

3,430

 

 

 

1,235

 

 

 

825

 

 

 

3,275

 

 

 

2,001

 

Net Income

 

 

6,504

 

 

 

8,661

 

 

 

14,337

 

 

 

18,330

 

 

$

9,164

 

 

$

6,504

 

 

$

19,922

 

 

$

14,337

 

Preferred stock dividends

 

 

 

 

 

164

 

 

 

 

 

 

328

 

Net income available to common shareholders

 

$

6,504

 

 

$

8,497

 

 

$

14,337

 

 

$

18,002

 

Earnings per common share, basic

 

$

0.41

 

 

$

0.54

 

 

$

0.88

 

 

$

1.15

 

 

$

0.59

 

 

$

0.41

 

 

$

1.27

 

 

$

0.88

 

Earnings per common share, diluted

 

$

0.41

 

 

$

0.51

 

 

$

0.88

 

 

$

1.08

 

 

$

0.59

 

 

$

0.41

 

 

$

1.27

 

 

$

0.88

 

Weighted average common shares, basic

 

 

15,529,766

 

 

 

15,989,851

 

 

 

15,674,231

 

 

 

16,237,242

 

Weighted average common shares, diluted

 

 

15,529,766

 

 

 

15,989,851

 

 

 

15,674,231

 

 

 

16,237,242

 

See notes to interim unaudited consolidated financial statements

Page 3


 

CIVISTA BANCSHARES, INC.

Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net income

 

$

6,504

 

 

$

8,661

 

 

$

14,337

 

 

$

18,330

 

 

$

9,164

 

 

$

6,504

 

 

$

19,922

 

 

$

14,337

 

Other comprehensive income, net of reclassification adjustment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains on available for sale securities

 

 

4,695

 

 

 

6,299

 

 

 

8,438

 

 

 

12,441

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains (losses) on available for sale

securities

 

 

2,606

 

 

 

4,695

 

 

 

(3,870

)

 

 

8,438

 

Tax effect

 

 

(547

)

 

 

(986

)

 

 

813

 

 

 

(1,772

)

Reclassification of losses recognized in net income

 

 

1

 

 

 

 

 

 

2

 

 

 

 

Tax effect

 

 

(986

)

 

 

(1,323

)

 

 

(1,772

)

 

 

(2,612

)

 

 

 

 

 

 

 

 

 

 

 

 

Pension liability adjustment

 

 

72

 

 

 

147

 

 

 

145

 

 

 

294

 

 

 

81

 

 

 

72

 

 

 

163

 

 

 

145

 

Tax effect

 

 

(15

)

 

 

(31

)

 

 

(31

)

 

 

(62

)

 

 

(17

)

 

 

(15

)

 

 

(34

)

 

 

(31

)

Total other comprehensive income

 

 

3,766

 

 

 

5,092

 

 

 

6,780

 

 

 

10,061

 

Total other comprehensive income (loss)

 

 

2,124

 

 

 

3,766

 

 

 

(2,926

)

 

 

6,780

 

Comprehensive income

 

$

10,270

 

 

$

13,753

 

 

$

21,117

 

 

$

28,391

 

 

$

11,288

 

 

$

10,270

 

 

$

16,996

 

 

$

21,117

 

 

See notes to interim unaudited consolidated financial statements

Page 4


 

CIVISTA BANCSHARES, INC.

Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)

(In thousands, except share data)

 

 

Common Shares

 

 

 

 

 

 

 

 

 

 

Accumulated

Other

 

 

Total

 

 

Outstanding

Shares

 

 

Amount

 

 

Retained

Earnings

 

 

Treasury

Shares

 

 

Comprehensive

Income

 

 

Shareholders’

Equity

 

Balance, March 31, 2021

 

 

15,750,479

 

 

$

277,164

 

 

$

101,899

 

 

$

(38,574

)

 

$

9,569

 

 

$

350,058

 

Net Income

 

 

 

 

 

 

 

 

9,164

 

 

 

 

 

 

 

 

 

9,164

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,124

 

 

 

2,124

 

Stock-based compensation

 

 

7,725

 

 

 

331

 

 

 

 

 

 

 

 

 

 

 

 

331

 

Common stock dividends

($0.12 per share)

 

 

 

 

 

 

 

 

(1,885

)

 

 

 

 

 

 

 

 

(1,885

)

Purchase of common stock

 

 

(323,612

)

 

 

 

 

 

 

 

 

(7,379

)

 

 

 

 

 

(7,379

)

Balance, June 30, 2021

 

 

15,434,592

 

 

$

277,495

 

 

$

109,178

 

 

$

(45,953

)

 

$

11,693

 

 

$

352,413

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares

 

 

 

 

 

 

 

 

 

 

Accumulated

Other

 

 

Total

 

 

Common Shares

 

 

 

 

 

 

 

 

 

 

Accumulated

Other

 

 

Total

 

 

 

 

 

 

 

 

 

 

Outstanding

Shares

 

 

Amount

 

 

Retained

Earnings

 

 

Treasury

Shares

 

 

Comprehensive

Income

 

 

Shareholders’

Equity

 

 

Outstanding

Shares

 

 

Amount

 

 

Retained

Earnings

 

 

Treasury

Shares

 

 

Comprehensive

Income

 

 

Shareholders’

Equity

 

Balance, March 31, 2020

 

 

 

 

 

 

 

 

 

 

16,064,010

 

 

$

276,546

 

 

$

73,972

 

 

$

(32,239

)

 

$

9,888

 

 

$

328,167

 

 

 

16,064,010

 

 

$

276,546

 

 

$

73,972

 

 

$

(32,239

)

 

$

9,888

 

 

$

328,167

 

Net Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,504

 

 

 

 

 

 

 

 

 

6,504

 

 

 

 

 

 

 

 

 

6,504

 

 

 

 

 

 

 

 

 

6,504

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,766

 

 

 

3,766

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,766

 

 

 

3,766

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

14,266

 

 

 

295

 

 

 

 

 

 

 

 

 

 

 

 

295

 

 

 

14,266

 

 

 

295

 

 

 

 

 

 

 

 

 

 

 

 

295

 

Common stock dividends

($0.11 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,764

)

 

 

 

 

 

 

 

 

(1,764

)

 

 

 

 

 

 

 

 

(1,764

)

 

 

 

 

 

 

 

 

(1,764

)

Purchase of treasury stock

 

 

 

 

 

 

 

 

 

 

(25,297

)

 

 

 

 

 

 

 

 

(355

)

 

 

 

 

 

(355

)

Purchase of common stock

 

 

(25,297

)

 

 

 

 

 

 

 

 

(355

)

 

 

 

 

 

(355

)

Balance, June 30, 2020

 

 

 

 

 

 

 

 

 

 

16,052,979

 

 

$

276,841

 

 

$

78,712

 

 

$

(32,594

)

 

$

13,654

 

 

$

336,613

 

 

 

16,052,979

 

 

$

276,841

 

 

$

78,712

 

 

$

(32,594

)

 

$

13,654

 

 

$

336,613

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Shares

 

 

Common Shares

 

 

 

 

 

 

 

 

 

 

Accumulated

Other

 

 

Total

 

 

Outstanding

Shares

 

 

Amount

 

 

Outstanding

Shares

 

 

Amount

 

 

Retained

Earnings

 

 

Treasury

Shares

 

 

Comprehensive

Income

 

 

Shareholders’

Equity

 

Balance, March 31, 2019

 

 

10,120

 

 

$

9,364

 

 

 

15,624,113

 

 

$

266,990

 

 

$

49,421

 

 

$

(17,235

)

 

$

3,517

 

 

$

312,057

 

Net Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,661

 

 

 

 

 

 

 

 

 

8,661

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,092

 

 

 

5,092

 

Stock-based compensation

 

 

 

 

 

 

 

 

8,946

 

 

 

285

 

 

 

 

 

 

 

 

 

 

 

 

285

 

Common stock dividends

($0.11 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,719

)

 

 

 

 

 

 

 

 

(1,719

)

Preferred stock dividends

($16.25 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(164

)

 

 

 

 

 

 

 

 

(164

)

Balance, June 30, 2019

 

 

10,120

 

 

$

9,364

 

 

 

15,633,059

 

 

$

267,275

 

 

$

56,199

 

 

$

(17,235

)

 

$

8,609

 

 

$

324,212

 

 

See notes to interim unaudited consolidated financial statements

Page 5


 

CIVISTA BANCSHARES, INC.

Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)

(In thousands, except share data)

 

 

Common Shares

 

 

 

 

 

 

 

 

 

 

Accumulated

Other

 

 

Total

 

 

Outstanding

Shares

 

 

Amount

 

 

Retained

Earnings

 

 

Treasury

Shares

 

 

Comprehensive

Income

 

 

Shareholders’

Equity

 

Balance, December 31, 2020

 

 

15,898,032

 

 

$

277,039

 

 

$

93,048

 

 

$

(34,598

)

 

$

14,619

 

 

$

350,108

 

Net Income

 

 

 

 

 

 

 

 

19,922

 

 

 

 

 

 

 

 

 

19,922

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,926

)

 

 

(2,926

)

Stock-based compensation

 

 

46,864

 

 

 

456

 

 

 

 

 

 

 

 

 

 

 

 

456

 

Common stock dividends

($0.24 per share)

 

 

 

 

 

 

 

 

(3,792

)

 

 

 

 

 

 

 

 

(3,792

)

Purchase of common stock

 

 

(510,304

)

 

 

 

 

 

 

 

 

(11,355

)

 

 

 

 

 

(11,355

)

Balance, June 30, 2021

 

 

15,434,592

 

 

$

277,495

 

 

$

109,178

 

 

$

(45,953

)

 

$

11,693

 

 

$

352,413

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares

 

 

 

 

 

 

 

 

 

 

Accumulated

Other

 

 

Total

 

 

Common Shares

 

 

 

 

 

 

 

 

 

 

Accumulated

Other

 

 

Total

 

 

 

 

 

 

 

 

 

 

Outstanding

Shares

 

 

Amount

 

 

Retained

Earnings

 

 

Treasury

Shares

 

 

Comprehensive

Income

 

 

Shareholders’

Equity

 

 

Outstanding

Shares

 

 

Amount

 

 

Retained

Earnings

 

 

Treasury

Shares

 

 

Comprehensive

Income

 

 

Shareholders’

Equity

 

Balance, December 31, 2019

 

 

 

 

 

 

 

 

 

 

16,687,542

 

 

$

276,422

 

 

$

67,974

 

 

$

(21,144

)

 

$

6,874

 

 

$

330,126

 

 

 

16,687,542

 

 

$

276,422

 

 

$

67,974

 

 

$

(21,144

)

 

$

6,874

 

 

$

330,126

 

Net Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,337

 

 

 

 

 

 

 

 

 

14,337

 

 

 

 

 

 

 

 

 

14,337

 

 

 

 

 

 

 

 

 

14,337

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,780

 

 

 

6,780

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,780

 

 

 

6,780

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

41,245

 

 

 

419

 

 

 

 

 

 

 

 

 

 

 

 

419

 

 

 

41,245

 

 

 

419

 

 

 

 

 

 

 

 

 

 

 

 

419

 

Common stock dividends

($0.22 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,599

)

 

 

 

 

 

 

 

 

(3,599

)

 

 

 

 

 

 

 

 

(3,599

)

 

 

 

 

 

 

 

 

(3,599

)

Purchase of treasury stock

 

 

 

 

 

 

 

 

 

 

(675,808

)

 

 

 

 

 

 

 

 

(11,450

)

 

 

 

 

 

(11,450

)

Purchase of common stock

 

 

(675,808

)

 

 

 

 

 

 

 

 

(11,450

)

 

 

 

 

 

(11,450

)

Balance, June 30, 2020

 

 

 

 

 

 

 

 

 

 

16,052,979

 

 

$

276,841

 

 

$

78,712

 

 

$

(32,594

)

 

$

13,654

 

 

$

336,613

 

 

 

16,052,979

 

 

$

276,841

 

 

$

78,712

 

 

$

(32,594

)

 

$

13,654

 

 

$

336,613

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Shares

 

 

Common Shares

 

 

 

 

 

 

 

 

 

 

Accumulated

Other

 

 

Total

 

 

Outstanding

Shares

 

 

Amount

 

 

Outstanding

Shares

 

 

Amount

 

 

Retained

Earnings

 

 

Treasury

Shares

 

 

Comprehensive

Income (loss)

 

 

Shareholders’

Equity

 

Balance, December 31, 2018

 

 

10,120

 

 

$

9,364

 

 

 

15,603,499

 

 

$

266,901

 

 

$

41,320

 

 

$

(17,235

)

 

$

(1,452

)

 

$

298,898

 

Net Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18,330

 

 

 

 

 

 

 

 

 

18,330

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,061

 

 

 

10,061

 

Stock-based compensation

 

 

 

 

 

 

 

 

29,560

 

 

 

374

 

 

 

 

 

 

 

 

 

 

 

 

374

 

Common stock dividends

($0.20 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,123

)

 

 

 

 

 

 

 

 

(3,123

)

Preferred stock dividends

($32.50 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(328

)

 

 

 

 

 

 

 

 

(328

)

Balance, June 30, 2019

 

 

10,120

 

 

$

9,364

 

 

 

15,633,059

 

 

$

267,275

 

 

$

56,199

 

 

$

(17,235

)

 

$

8,609

 

 

$

324,212

 

 

See notes to interim unaudited consolidated financial statements

Page 6


 

CIVISTA BANCSHARES, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

 

Six Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

Net cash from operating activities

 

$

11,590

 

 

$

20,369

 

 

$

19,996

 

 

$

11,590

 

Cash flows used for investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturities and calls of securities, available-for-sale

 

 

27,439

 

 

 

25,887

 

Maturities, paydowns and calls of securities, available-for-sale

 

 

28,080

 

 

 

27,439

 

Purchases of securities, available-for-sale

 

 

(29,446

)

 

 

(43,998

)

 

 

(126,876

)

 

 

(29,446

)

Sale of securities available for sale

 

 

 

 

 

16,829

 

Purchase of other securities

 

 

(257

)

 

 

 

 

 

 

 

 

(257

)

Redemption of other securities

 

 

 

 

 

741

 

Sale of equity securities

 

 

247

 

 

 

 

 

 

1,785

 

 

 

247

 

Purchase of bank owned life insurance

 

 

 

 

 

(955

)

Net loan originations

 

 

(322,770

)

 

 

(36,593

)

 

 

39,449

 

 

 

(322,770

)

Proceeds from sale of other real estate owned properties

 

 

118

 

 

 

 

Premises and equipment purchases

 

 

(1,395

)

 

 

(651

)

 

 

(1,217

)

 

 

(1,395

)

Net cash used for investing activities

 

 

(326,182

)

 

 

(38,740

)

 

 

(58,661

)

 

 

(326,182

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from long-term FHLB advances

 

 

 

 

 

50,000

 

Repayment of long-term FHLB advances

 

 

(50,000

)

 

 

 

Net change in short-term FHLB advances

 

 

(101,500

)

 

 

(67,300

)

 

 

 

 

 

(101,500

)

Proceeds from other borrowings

 

 

183,695

 

 

 

 

 

 

 

 

 

183,695

 

Increase in deposits

 

 

390,497

 

 

 

52,827

 

 

 

213,594

 

 

 

390,497

 

Increase (decrease) in securities sold under repurchase agreements

 

 

4,934

 

 

 

(6,645

)

 

 

(3,998

)

 

 

4,934

 

Purchase of treasury shares

 

 

(11,450

)

 

 

 

 

 

(11,355

)

 

 

(11,450

)

Common dividends paid

 

 

(3,599

)

 

 

(3,123

)

 

 

(3,792

)

 

 

(3,599

)

Preferred dividends paid

 

 

 

 

 

(328

)

Net cash provided by financing activities

 

 

462,577

 

 

 

25,431

 

 

 

144,449

 

 

 

462,577

 

Increase in cash and due from financial institutions

 

 

147,985

 

 

 

7,060

 

Cash and due from financial institutions at beginning of period

 

 

48,535

 

 

 

42,779

 

Cash and due from financial institutions at end of period

 

$

196,520

 

 

$

49,839

 

Increase in cash and cash equivalents

 

 

105,784

 

 

 

147,985

 

Cash and cash equivalents at beginning of period

 

 

139,522

 

 

 

48,535

 

Cash and cash equivalents at end of period

 

$

245,306

 

 

$

196,520

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

$

5,434

 

 

$

6,018

 

 

$

3,607

 

 

$

5,434

 

Income taxes

 

 

 

 

 

2,350

 

 

 

4,250

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfer of loans from portfolio to other real estate owned

 

 

46

 

 

 

 

Change in fair value of swap asset

 

 

(16,801

)

 

 

 

 

 

7,201

 

 

 

(16,801

)

Change in fair value of swap asset liability

 

 

16,801

 

 

 

 

Change in fair value of swap liability

 

 

(7,201

)

 

 

16,801

 

Securities purchased not settled

 

 

 

 

 

2,102

 

 

 

1,469

 

 

 

 

Increase in right-of-use asset on leases

 

 

 

 

 

(251

)

Increase in lease liability

 

 

 

 

 

251

 

 

See notes to interim unaudited consolidated financial statements

 

 

Page 7


 

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(1) Consolidated Financial Statements

Nature of Operations and Principles of Consolidation: Civista Bancshares, Inc. (CBI) is an Ohio corporation and a registered financial holding company. The Consolidated Financial Statements include the accounts of CBI and its wholly-owned subsidiaries: Civista Bank (Civista), First Citizens Insurance Agency, Inc. (FCIA), Water Street Properties, Inc. (Water St.) and CIVB Risk Management, Inc. (CRMI). CRMI is a wholly-owned captive insurance company which allows the CompanyCBI and its subsidiaries to insure against certain risks unique to the operations of CBI and its subsidiaries.their operations. The operations of CRMI are located in Wilmington, Delaware. First Citizens Capital LLC (FCC) is wholly-owned by Civista and holds inter-company debt. The operations of FCC are located in Wilmington, Delaware. First Citizens Investments, Inc. (FCI) is wholly-owned by Civista and holds and manages its securities portfolio. The operations of FCI are located in Wilmington, Delaware. FCIA was formed to allow the Company to participate in commission revenue generated through its third party insurance agreement. Insurance commission revenue was less than 1.0% of total revenue through June 30, 2020. Water Street PropertiesSt. was formed to hold properties repossessed by CBI subsidiaries.  Revenue from Water St. was less than 1.0% of total revenue through June 30, 2020.  The above companies together are referred to as the “Company.” Intercompany balances and transactions are eliminated in consolidation. Management considers the Company to operate primarily in one reportable segment, banking.

The Consolidated Financial Statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the Company’s financial position as of June 30, 20202021 and its results of operations and changes in cash flows for the periods ended June 30, 20202021 and 20192020 have been made. The accompanying Unaudited Consolidated Financial Statements have been prepared in accordance with instructions of Form 10-Q, and therefore certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been omitted. The results of operations for the periodsperiod ended June 30, 20202021 are not necessarily indicative of the operating results for the full year. Reference is made to the accounting policies of the Company described in the notes to the audited financial statements contained in the Company’s 20192020 annual report. The Company has consistently followed these policies in preparing this Form 10-Q.

The CompanyCivista provides financial services through its offices in the Ohio counties of Erie, Crawford, Champaign, Franklin, Logan, Madison, Summit, Huron, Ottawa, Richland, Montgomery and Cuyahoga, in the Indiana counties of Dearborn and Ripley and in the Kentucky county of Kenton. Its primary deposit products are checking, savings, and term certificate accounts, and its primary lending products are residential mortgage, commercial, and installment loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets and commercial and residential real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. Civista has 2 loan concentrations, 1 is to Lessors of Non-Residential Buildings and Dwellings totaling $491,544,$561,320, or 24.1%27.7% of total loans, as of June 30, 2020,2021, and the other is to Lessors of Residential Buildings and Dwellings totaling $222,089,$276,050, or 10.9%13.6% of total loans, as of June 30, 2020.2021. These segments of the loan portfolio have been conservatively underwritten, monitored and managed by experienced commercial bankers. However, the customers’ ability to repay their loans is dependent on the real estate market and general economic conditions in the area. Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions that are in excess of federally insured limits.

(2) Significant Accounting Policies

Allowance for Loan Losses:  The allowance for loan losses is regularly reviewed by management to determine that the amount is considered adequate to absorb probable losses in the loan portfolio.  If not, an additional provision is made to increase the allowance.  This evaluation includes specific loss estimates on certain individually reviewed impaired loans, the pooling of commercial credits risk graded as special mention and substandard that are not individually analyzed, and general loss estimates that are based upon the size, quality, and concentration characteristics of the various loan portfolios, adverse situations that may affect a borrower’s ability to repay, and current economic and industry conditions, among other items.

Page 8


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Those judgments and assumptions that are most critical to the application of this accounting policy are assessing the initial and on-going credit-worthiness of the borrower, the amount and timing of future cash flows of the borrower that are available for repayment of the loan, the sufficiency of underlying collateral, the enforceability of third-party guarantees, the frequency and subjectivity of loan reviews and risk ratings, emerging or changing trends that might not be fully captured in the historical loss experience, and charges against the allowance for actual losses that are greater than previously estimated. These judgments and assumptions are dependent upon or can be influenced by a variety of factors, including the breadth and depth of experience of lending officers, credit administration and the corporate loan review staff that periodically review the status of the loan,

Page 8


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

changing economic and industry conditions, changes in the financial condition of the borrower and changes in the value and availability of the underlying collateral and guarantees.  

 

Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, consideration of impairment of goodwill, fair values of financial instruments, deferred taxes, swap assets/liabilities and pension obligations are particularly subject to change.

Reclassifications: Some items in the prior year financial statements were reclassified to conform to the current presentation. Such reclassifications had no effect on net income or shareholders’ equity.

 

Adoption of New Accounting Standards:

 

In August 2018,October 2020, the Financial Accounting Standards Board (“FASB”)(FASB) issued Accounting Standards Update (“ASU”) 2018-13,(ASU) 2020-08, Fair Value Measurement (Topic 820): Disclosure FrameworkCodification Improvements to Subtopic 310-20, ReceivablesChanges to the Disclosure RequirementsNonrefundable Fees and Other Costs, which clarifies that, for Fair Value Measurement.  The amendments in this Update remove the requirement to disclose the amount of and reasons for transfers between Level I and Level II of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level III fair value measurements. The amendments in this Update require disclosure of changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level III fair value measurements held at the end of theeach reporting period, andan entity should reevaluate whether a callable debt security is within the range and weighted averagescope of significant unobservable inputs used to develop Level III fair value measurements.ASC 310-20-35-33.  We adopted ASU 2018-132020-08 effective January 1, 2020,2021, which did not have a material impact on the Company’s Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40). The amendment in this ASU addressed customers’ accounting for implementation costs incurred in a cloud computing arrangement that is a service contract and also added certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements. The amendment in this ASU aligned the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). We adopted ASU 2018-15 effective January 1, 2020, which did not have a material impact on the Company’s Consolidated Financial Statements.

In October, 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810), which made improvements in (1) applying the variable interest entity (VIE) guidance to private companies under common control and (2) considering indirect interests held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interests.  Under the amendments in this Update, a private company may elect not to apply VIE guidance to legal entities under common control (including common control leasing arrangements) if both the parent and the legal entity being evaluated for consolidation are not public business entities.  In addition, indirect interests held through related parties in common control arrangements should be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests.  We adopted ASU 2018-17 effective January 1, 2020, which did not have a material impact on the Company’s Consolidated Financial Statements.

Page 9


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

In November, 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808), which made the following targeted improvements to generally accepted accounting principles (GAAP) for collaborative arrangements: (1) clarified that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account, (2) added unit-of-account guidance in Topic 808 to align with the guidance in Topic 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of Topic 606, and (3) required that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer.  We adopted ASU 2018-18 effective January 1, 2020, which did not have a material impact on the Company’s Consolidated Financial Statements.

Effect of Newly Issued but Not Yet Effective Accounting Standards:

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the impairment model for most financial assets. This ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of ASU 2016-13 is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. ASU 2016-13 was to be effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted for annual and interim periods beginning after December 15, 2018. In November 2019, however, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). This Update deferred the effective date of ASU 2016-13 for U.S. Securities and Exchange Commission (“SEC”) filers that are eligible to be smaller reporting companies, such as the Company, to fiscal years beginning after December 15, 2022, and interim periods within those fiscal years.  Management is in the process of evaluating the impact adoption of ASU 2016-13 will have on the Company’s Consolidated Financial Statements. This process has engaged multiple areas of the Company in evaluating loss estimation methods and application of these methods to specific segments of the loan portfolio. Management has been actively monitoring FASB developments and evaluating the use of different methods allowed.  Due to continuing development of our methodology, additional time is required to quantify the effect this ASU will have on the Company’s Consolidated Financial Statements. Management plans on running parallel calculations and finalizing a method or methods of adoption in time for the effective date.

 

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. A public business entity that is an SEC filer, such as the Company, was to adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. In November 2019, however, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which deferred the effective date for ASC 350, Intangibles – Goodwill and Other, for smaller reporting companies, such as the Company, to fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

 

Page 109


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, and Topic 825, Financial Instruments, which affects a variety of topics in the Codification and applies to all reporting entities within the scope of the affected accounting guidance. Topic 326, Financial Instruments – Credit Losses amendments are effective for SEC registrants for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently evaluating the potential impact of the Topic 326 amendments on the Company’s Consolidated Financial Statements. The amendments to Topic 825 were to be effective for interim and annual reporting periods beginning after December 15, 2019. In November 2019, however, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). This Update defers the effective date of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, such as the Company, to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. This Update is not expected to have a material impact on the Company’s financial statements.

 

In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses, Topic 326, which allows entities to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost upon adoption of the new credit losses standard. To be eligible for the transition election, the existing financial asset must otherwise be both within the scope of the new credit losses standard and eligible for applying the fair value option in ASC 825-10.3. The election must be applied on an instrument-by-instrument basis and is not available for either available-for-sale or held-to-maturity debt securities. For entities that elect the fair value option, the difference between the carrying amount and the fair value of the financial asset would be recognized through a cumulative-effect adjustment to opening retained earnings as of the date an entity adopted ASU 2016-13. Changes in fair value of that financial asset would subsequently be reported in current earnings. For entities that have not yet adopted ASU 2016-13, the effective dates and transition requirements are the same as those in ASU 2016-13. For entities that have adopted ASU 2016-13, ASU 2019-05 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted once ASU 2016-13 has been adopted. In November 2019, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). The Update defers the effective date of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, such as the Company, to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial statements.

 

In November 2019, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). The Update defers the effective dates of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, such as the Company, to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. This Update also amends the mandatory effective date for the elimination of Step 2 from the goodwill impairment test under ASU No. 2017-04, Intangibles ‒ Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (Goodwill),to align with those used for credit losses. Furthermore, the ASU provides a one-year deferral of the effective dates of the ASUs on derivatives and hedging and leases for companies that are not public business entities. The Company qualified as a smaller reporting company and does not expect to early adopt these ASUs.

In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, to clarify its new credit impairment guidance in ASC 326, based on implementation issues raised by stakeholders. This Update clarified, among other things, that expected recoveries are to be included in the allowance for credit losses for these financial assets; an accounting policy election can be made to adjust the effective interest rate for existing troubled debt restructurings based on the prepayment assumptions instead of the prepayment assumptions applicable immediately prior to the restructuring event; and extends the practical expedient to exclude accrued interest receivable from all additional relevant disclosures involving amortized cost basis. The effective dates in this Update are the same as those applicable for ASU 2019-10.The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments. This ASU was issued to improve and clarify various financial instruments topics, including the current expected credit losses (CECL) standard issued in 2016. The ASU includes seven issues that describe the areas of improvement and the related amendments to GAAP; they are intended to make the standards easier to understand and apply and to eliminate inconsistencies, and they are narrow in scope and are not expected to significantly change practice for most entities. Among its provisions, the ASU clarifies that all entities, other than public business entities that elected the fair value option, are required to provide certain fair value disclosures under ASC 825, Financial Instruments, in both interim and annual financial statements. It also clarifies that the contractual term of a net investment in a lease under Topic 842 should be the contractual term used to measure expected credit losses under Topic 326. Amendments related to ASU 2019-04 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is not permitted before an entity’s adoption of ASU 2016-01. Amendments related to ASU 2016-13 for entities that have not yet adopted that guidance are effective upon adoption of the amendments in ASU 2016-13. Early adoption is not permitted before an entity’s adoption of ASU 2016-13. Amendments related to ASU 2016-13 for entities that have adopted that guidance are effective for fiscal years beginning after December 15, 2019, including interim

Page 10


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

periods within those years. Other amendments are effective upon issuance of this ASU. This Update is not expected to have a significant impact on the Company’s financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.  The Update is designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements necessitated by reference rate reform.  The Update also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by reference rate reform.  The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022.  ManagementThe Company is currentlyworking through this transition via a multi-disciplinary project team.  We are still evaluating reference rate options and is reviewing loan agreements, debt securities, derivatives and borrowings impacted by reference rate reform.the impact the change to a benchmark like SOFR or Prime Rate will have on our financial condition, results of operations or cash flows.

 

Other recent ASU’s issued by the FASB did not, or are not believed by management to have, a material effect on the Company’s present or future Consolidated Financial Statements.

 

(3) Securities

The amortized cost and fair market value of available for sale securities and the related gross unrealized gains and losses recognized were as follows:

 

June 30, 2020

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

June 30, 2021

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

U.S. Treasury securities and obligations of U.S.

government agencies

 

$

19,124

 

 

$

377

 

 

$

(1

)

 

$

19,500

 

 

$

56,359

 

 

$

195

 

 

$

(151

)

 

$

56,403

 

Obligations of states and political subdivisions

 

 

206,192

 

 

 

18,139

 

 

 

(12

)

 

 

224,319

 

 

 

218,812

 

 

 

19,222

 

 

 

(65

)

 

 

237,969

 

Mortgage-backed securities in government sponsored

entities

 

 

118,322

 

 

 

6,247

 

 

 

(5

)

 

 

124,564

 

 

 

159,353

 

 

 

4,375

 

 

 

(296

)

 

 

163,432

 

Total debt securities

 

$

343,638

 

 

$

24,763

 

 

$

(18

)

 

$

368,383

 

 

$

434,524

 

 

$

23,792

 

 

$

(512

)

 

$

457,804

 

Page 11


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

December 31, 2019

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

December 31, 2020

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

U.S. Treasury securities and obligations of U.S.

government agencies

 

$

19,401

 

 

$

204

 

 

$

(4

)

 

$

19,601

 

 

$

21,479

 

 

$

220

 

 

$

(6

)

 

$

21,693

 

Obligations of states and political subdivisions

 

 

193,646

 

 

 

12,409

 

 

 

(21

)

 

 

206,034

 

 

 

208,013

 

 

 

21,000

 

 

 

(1

)

 

 

229,012

 

Mortgage-backed securities in government sponsored

entities

 

 

129,145

 

 

 

3,863

 

 

 

(144

)

 

 

132,864

 

 

 

106,824

 

 

 

5,963

 

 

 

(28

)

 

 

112,759

 

Total debt securities

 

$

342,192

 

 

$

16,476

 

 

$

(169

)

 

$

358,499

 

 

$

336,316

 

 

$

27,183

 

 

$

(35

)

 

$

363,464

 

 

The amortized cost and fair value of securities at June 30, 2020,2021, by contractual maturity, is shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Securities not due at a single maturity date, primarily mortgage-backed securities are shown separately.

 

Available for sale

 

Amortized

Cost

 

 

Fair

Value

 

 

Amortized

Cost

 

 

Fair

Value

 

Due in one year or less

 

$

8,185

 

 

$

8,252

 

 

$

12,161

 

 

$

12,246

 

Due after one year through five years

 

 

17,501

 

 

 

17,966

 

 

 

31,649

 

 

 

31,878

 

Due after five years through ten years

 

 

26,404

 

 

 

28,233

 

 

 

45,020

 

 

 

46,966

 

Due after ten years

 

 

173,226

 

 

 

189,368

 

 

 

186,341

 

 

 

203,282

 

Mortgage-backed securities

 

 

118,322

 

 

 

124,564

 

 

 

159,353

 

 

 

163,432

 

Total securities available for sale

 

$

343,638

 

 

$

368,383

 

 

$

434,524

 

 

$

457,804

 

Page 11


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

Proceeds from sales of securities available for sale, gross realized gains and gross realized losses were as follows:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Sale proceeds

 

$

 

 

$

 

 

$

 

 

$

16,829

 

 

$

1,785

 

 

$

0

 

 

$

1,785

 

 

$

0

 

Gross realized gains

 

 

 

 

 

 

 

 

 

 

 

47

 

 

 

1,785

 

 

 

0

 

 

 

1,785

 

 

 

0

 

Gross realized losses

 

 

 

 

 

 

 

 

 

 

 

43

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Gains from securities called or settled by

the issuer

 

 

 

 

 

10

 

 

 

 

 

 

10

 

Losses from securities called or settled by

the issuer

 

 

(1

)

 

 

 

 

 

(2

)

 

 

 

During the second quarter of 2021, the Company recorded a $1.785 million gain on the sale of its 7,361 shares of Visa Class B shares.  As a result of this sale, the Company no longer owns any Visa Class B shares.  The carrying value of the Visa Class B shares on the Company’s balance sheet was nominal as the Bank had no other historical cost basis in the shares.

 

Securities were pledged to secure public deposits, other deposits and liabilities as required by law. The carrying value of pledged securities was approximately $158,871$171,879 and $139,004$159,527 as of June 30, 20202021 and December 31, 2019,2020, respectively.

Securities with unrealized losses at June 30, 20202021 and December 31, 20192020 not recognized in income are as follows:set forth in the tables below, segregated by securities with maturities of 12 months or less and securities with maturities of more than 12 months:

 

June 30, 2020

 

12 Months or less

 

 

More than 12 months

 

 

Total

 

June 30, 2021

 

12 Months or less

 

 

More than 12 months

 

 

Total

 

Description of Securities

 

Fair

Value

 

 

Unrealized

Loss

 

 

Fair

Value

 

 

Unrealized

Loss

 

 

Fair

Value

 

 

Unrealized

Loss

 

 

Fair

Value

 

 

Unrealized

Loss

 

 

Fair

Value

 

 

Unrealized

Loss

 

 

Fair

Value

 

 

Unrealized

Loss

 

U.S. Treasury securities and obligations of

U.S. government agencies

 

$

 

 

$

 

 

$

142

 

 

$

(1

)

 

$

142

 

 

$

(1

)

 

$

25,292

 

 

$

(151

)

 

$

 

 

$

 

 

$

25,292

 

 

$

(151

)

Obligations of states and political subdivisions

 

 

1,333

 

 

 

(12

)

 

 

 

 

 

 

 

 

1,333

 

 

 

(12

)

 

 

6,428

 

 

 

(65

)

 

 

 

 

 

 

 

 

6,428

 

 

 

(65

)

Mortgage-backed securities in gov’t sponsored

entities

 

 

1,085

 

 

 

(5

)

 

 

 

 

 

 

 

 

1,085

 

 

 

(5

)

 

 

77,314

 

 

 

(239

)

 

 

2,633

 

 

 

(57

)

 

 

79,947

 

 

 

(296

)

Total temporarily impaired

 

$

2,418

 

 

$

(17

)

 

$

142

 

 

$

(1

)

 

$

2,560

 

 

$

(18

)

 

$

109,034

 

 

$

(455

)

 

$

2,633

 

 

$

(57

)

 

$

111,667

 

 

$

(512

)

Page 12


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

December 31, 2019

 

12 Months or less

 

 

More than 12 months

 

 

Total

 

December 31, 2020

 

12 Months or less

 

 

More than 12 months

 

 

Total

 

Description of Securities

 

Fair

Value

 

 

Unrealized

Loss

 

 

Fair

Value

 

 

Unrealized

Loss

 

 

Fair

Value

 

 

Unrealized

Loss

 

 

Fair

Value

 

 

Unrealized

Loss

 

 

Fair

Value

 

 

Unrealized

Loss

 

 

Fair

Value

 

 

Unrealized

Loss

 

U.S. Treasury securities and obligations of

U.S. government agencies

 

$

 

 

$

 

 

$

3,408

 

 

$

(4

)

 

$

3,408

 

 

$

(4

)

 

$

6,501

 

 

$

(5

)

 

$

126

 

 

$

(1

)

 

$

6,627

 

 

$

(6

)

Obligations of states and political subdivisions

 

 

1,947

 

 

 

(21

)

 

 

 

 

 

 

 

 

1,947

 

 

 

(21

)

 

 

1,874

 

 

 

(1

)

 

 

 

 

 

 

 

 

1,874

 

 

 

(1

)

Mortgage-backed securities in gov’t sponsored

entities

 

 

10,653

 

 

 

(91

)

 

 

7,732

 

 

 

(53

)

 

 

18,385

 

 

 

(144

)

 

 

5,755

 

 

 

(28

)

 

 

 

 

 

 

 

 

5,755

 

 

 

(28

)

Total temporarily impaired

 

$

12,600

 

 

$

(112

)

 

$

11,140

 

 

$

(57

)

 

$

23,740

 

 

$

(169

)

 

$

14,130

 

 

$

(34

)

 

$

126

 

 

$

(1

)

 

$

14,256

 

 

$

(35

)

 

At June 30, 2020,2021, there were a total of 625 securities in the portfolio with unrealized losses mainly due to higher current market rates when compared to the time of purchase. Unrealized losses on securities have not been recognized into income because the issuers’ securities are of high credit quality, management has the intent and ability to hold these securities for the foreseeable future, and the decline in fair value is largely due to currently higher market yields increasing.rates when compared to the time of purchase. The fair value is expected to recover as the securities approach their maturity date or reset date. The Company does not intend to sell until recovery and does not believe selling will be required before recovery.

Page 12


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following table presents the net gains and losses on equity investments recognized in earnings for the threethree- and six monthssix-months ended June 30, 20202021 and 2019,2020, and the portion of unrealized gains and losses for the period that relates to equity investments held at June 30, 20202021 and 2019:2020:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net losses recognized on equity securities

   during the period

 

$

(5

)

 

$

(33

)

 

$

(146

)

 

$

(31

)

Less: Net losses realized on the sale of

   equity securities during the period

 

 

 

 

 

 

 

 

6

 

 

 

 

Unrealized losses recognized on equity

   securities held at reporting date

 

$

(5

)

 

$

(33

)

 

$

(140

)

 

$

(31

)

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Net gains (losses) recognized on equity securities

   during the period

 

$

53

 

 

$

(5

)

 

$

141

 

 

$

(146

)

Less: Net losses realized on the sale of

   equity securities during the period

 

 

 

 

 

 

 

 

 

 

 

6

 

Unrealized gains (losses) recognized on equity

   securities held at reporting date

 

$

53

 

 

$

(5

)

 

$

141

 

 

$

(140

)

 

(4) Loans

Loan balances were as follows:

 

 

June 30, 2020

 

 

December 31, 2019

 

 

June 30, 2021

 

 

December 31, 2020

 

Commercial & Agriculture

 

$

442,444

 

 

$

203,110

 

 

$

328,871

 

 

$

409,876

 

Commercial Real Estate- Owner Occupied

 

 

252,914

 

 

 

245,606

 

 

 

271,667

 

 

 

278,413

 

Commercial Real Estate- Non-Owner Occupied

 

 

646,792

 

 

 

592,222

 

 

 

762,983

 

 

 

705,072

 

Residential Real Estate

 

 

453,067

 

 

 

463,032

 

 

 

426,731

 

 

 

442,588

 

Real Estate Construction

 

 

178,318

 

 

 

155,825

 

 

 

188,368

 

 

 

175,609

 

Farm Real Estate

 

 

35,441

 

 

 

34,114

 

 

 

28,616

 

 

 

33,102

 

Consumer and Other

 

 

13,989

 

 

 

15,061

 

 

 

11,960

 

 

 

12,842

 

Total loans

 

 

2,022,965

 

 

 

1,708,970

 

 

 

2,019,196

 

 

 

2,057,502

 

Allowance for loan losses

 

 

(20,420

)

 

 

(14,767

)

 

 

(26,197

)

 

 

(25,028

)

Net loans

 

$

2,002,545

 

 

$

1,694,203

 

 

$

1,992,999

 

 

$

2,032,474

 

 

Included in Commercial & Agriculture is $257,568loans above are $153,007 and $217,295 of Paycheck Protection Program (“PPP”) loans.loans as of June 30, 2021 and December 31, 2020, respectively.

 

Included in total loans above are net deferred loan fees of $9,303$6,848 and $488$5,998 at June 30, 20202021 and December 31, 2019,2020, respectively.  Included in net deferred loan fees is $8,678as of June 30, 2021 and December 31, 2020 are $5,855 and $5,194, respectively, of net deferred loans fees from PPP loans.

 

Loan Modifications/Troubled Debt RestructuringsPaycheck Protection Program

 

DuringIn response to the first six monthsnovel COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act of 2020, as amended (the “CARES Act”), was signed into law on March 27, 2020, to provide national emergency economic relief measures.  The CARES Act amended the loan program of the Small Business Administration (the “SBA”), in which Civista modified 813participates, to create a guaranteed, unsecured loan program, the Paycheck Protection Program (the “PPP”), to fund operational costs of eligible businesses, organizations and self-employed persons during COVID-19.  During 2020, Civista processed over 2,300 PPP loans totaling $431,283, primarily consisting$268.3 million.

The Consolidated Appropriations Act 2021, was signed into law on December 27, 2020 to provide an additional funding of $284.5 billion under the deferralPPP and the establishment of principal and/or interest payments in accordance with customer deferral requests relatedPPP Second Draw Loans under the Economic Aid to Hard-Hit Small Businesses, Nonprofit, and Venues Act (the “Relief Act”). This additional funding was made available from original PPP lenders on January 19, 2021.  As required by the Relief Act, on January 7, 2021, the SBA issued additional guidance (the “SBA Guidance”) providing additional details on certain changes to the COVID-19 pandemic.  Allexisting PPP structure and the new PPP Second Draw Loan, and the PPP Second Draw Loan applications were released on January 11, 2021.  

Funds provided under the Relief Act are earmarked both for first time PPP borrowers (subject to original PPP eligibility and limits) as well as ‘Second Draw’ loans for borrowers that already received an original PPP loan.  Additional Second Draw eligibility requirements are: (1) entities must have no more than 300 employees, (2) entities must have suffered a 25% of the loansmore reduction in gross revenues between comparable quarters in 2019 and 2020, (3) some entities previously excluded are eligible for

Page 13


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

were performing at the timethis round, such as local TV, newspaper, and radio, and (4) loan size limited to 2.5 times average monthly payroll with a maximum allowable amount of the modification and comply with the provisions of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to not be considered a troubled debt restructuring.  Details with respect to actual loan modifications are as follows:$2 million.

 

 

 

Number of

 

 

 

 

 

 

Weighted

Average

 

Type of Loan

 

Loans

 

 

Balance

 

 

Interest Rate

 

 

 

 

 

 

 

(In thousands)

 

 

 

 

 

Commercial & Agriculture

 

 

229

 

 

$

47,686

 

 

 

4.56

%

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

193

 

 

 

91,831

 

 

 

4.82

%

Non-Owner Occupied

 

 

179

 

 

 

234,543

 

 

 

4.47

%

Residential Real Estate

 

 

170

 

 

 

29,012

 

 

 

4.67

%

Real Estate Construction

 

 

18

 

 

 

26,296

 

 

 

4.39

%

Farm Real Estate

 

 

9

 

 

 

1,783

 

 

 

4.94

%

Consumer and Other

 

 

15

 

 

 

132

 

 

 

8.01

%

Total

 

 

813

 

 

$

431,283

 

 

 

4.57

%

For additional information regardingDuring the six months ended June 30, 2021, Civista received SBA approval on, and funded, 1,340 PPP loans modifiedtotaling $131,109 under the CARES Act, please see the subsequent events note.

Certain loans within our commercial and commercial real estate portfolios are expected to be disproportionately adversely affected by the COVID-19 pandemic.  Due to mandatory lockdowns and travel restrictions, certain industries, such as hospitality, travel, food service and restaurants and bars, may suffer greater losses as a result of the COVID-19 pandemic.  The following table provides information regarding our potential COVID-19 risk concentrations for commercial and commercial real estate loans by industry type at June 30, 2020.

 

 

Commercial &

Agriculture

 

 

Commercial

Real Estate-

Owner

Occupied

 

 

Commercial

Real Estate-

Non-Owner

Occupied

 

 

Total

 

Administration and support

 

$

365

 

 

$

952

 

 

$

 

 

$

1,317

 

Agriculture

 

 

153

 

 

 

811

 

 

 

 

 

 

964

 

Construction

 

 

3,895

 

 

 

298

 

 

 

1,370

 

 

 

5,563

 

Education

 

 

74

 

 

 

2,363

 

 

 

 

 

 

2,437

 

Entertainment and recreation

 

 

3,102

 

 

 

26,638

 

 

 

5,151

 

 

 

34,891

 

Health care

 

 

3,226

 

 

 

11,523

 

 

 

 

 

 

14,749

 

Hotels

 

 

1,802

 

 

 

979

 

 

 

52,309

 

 

 

55,090

 

Information, finance and insurance

 

 

175

 

 

 

 

 

 

 

 

 

175

 

Manufacturing

 

 

6,192

 

 

 

2,068

 

 

 

 

 

 

8,260

 

Other services

 

 

4,490

 

 

 

9,319

 

 

 

3,421

 

 

 

17,230

 

Professional and management

 

 

250

 

 

 

394

 

 

 

 

 

 

644

 

Real estate

 

 

590

 

 

 

15,631

 

 

 

168,606

 

 

 

184,827

 

Restaurants

 

 

17,818

 

 

 

12,998

 

 

 

3,042

 

 

 

33,858

 

Retail

 

 

3,838

 

 

 

4,637

 

 

 

644

 

 

 

9,119

 

Transportation and warehousing

 

 

216

 

 

 

542

 

 

 

 

 

 

758

 

Wholesalers

 

 

1,500

 

 

 

2,678

 

 

 

 

 

 

4,178

 

Total

 

$

47,686

 

 

$

91,831

 

 

$

234,543

 

 

$

374,060

 

Page 14


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)Relief Act.

 

(5) Allowance for Loan Losses

Management has an established methodology for determining the adequacy of the allowance for loan losses that assesses the risks and losses inherent in the loan portfolio. For purposes of determining the allowance for loan losses, the Company has segmented certain loans in the portfolio by product type. Loss migration rates for each risk category are calculated and used as the basis for calculating loan loss allowance allocations. Loss migration rates are calculated over a three-year period for all portfolio segments. Management also considers certain economic factors for trends that management uses to account for the qualitative and environmental changes in risk, which affects the level of the reserve.

The following economic factors are analyzed:

 

Changes in lending policies and procedures

 

Changes in experience and depth of lending and management staff

 

Changes in quality of credit review system

 

Changes in nature and volume of the loan portfolio

 

Changes in past due, classified and nonaccrual loans and TDRs

 

Changes in economic and business conditions

 

Changes in competition or legal and regulatory requirements

 

Changes in concentrations within the loan portfolio

 

Changes in the underlying collateral for collateral dependent loans

The total allowance reflects management’s estimate of loan losses inherent in the loan portfolio at the balance sheet date. The Company considers the allowance for loan losses of $20,420$26,197 adequate to cover loan losses inherent in the loan portfolio, at June 30, 2020.2021. The following tables present, by portfolio segment, the changes in the allowance for loan losses for the threethree- and sixsix-months ended June 30, 2021 and 2020.

Allowance for loan losses:

For the three months ended June 30, 2021

 

Beginning balance

 

 

Charge-offs

 

 

Recoveries

 

 

Provision

 

 

Ending Balance

 

Commercial & Agriculture

 

$

2,360

 

 

$

(15

)

 

$

18

 

 

$

(43

)

 

$

2,320

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

4,049

 

 

 

 

 

 

 

 

 

(22

)

 

 

4,027

 

Non-Owner Occupied

 

 

13,209

 

 

 

 

 

 

4

 

 

 

333

 

 

 

13,546

 

Residential Real Estate

 

 

2,509

 

 

 

 

 

 

37

 

 

 

(15

)

 

 

2,531

 

Real Estate Construction

 

 

2,902

 

 

 

 

 

 

 

 

 

(725

)

 

 

2,177

 

Farm Real Estate

 

 

283

 

 

 

 

 

 

3

 

 

 

4

 

 

 

290

 

Consumer and Other

 

 

170

 

 

 

(10

)

 

 

27

 

 

 

15

 

 

 

202

 

Unallocated

 

 

651

 

 

 

 

 

 

 

 

 

453

 

 

 

1,104

 

Total

 

$

26,133

 

 

$

(25

)

 

$

89

 

 

$

 

 

$

26,197

 

For the three months ended June 30, 2021, the Company provided $0 to the allowance for loan losses.  The decrease in the provision in the first quarter of 2021, as compared to the first quarter of 2020, was due to the stability of our metrics coupled with the stabilization and, 2019.in some cases, improvement of international, national, regional and local economic conditions that were adversely impacted by the 2020 economic shutdown and restrictions in response to the ongoing COVID-19 pandemic.  While vaccinations during the first six months of 2021 have created some level of optimism in the business community, we remain cautious given the level of classified loans in the portfolio, particularly loans to borrowers in the hotel industry.  

Page 14


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Economic impacts related to the COVID-19 pandemic since March 2020 have included the loss of revenue experienced by our business clients, disruption of supply chains, additional employee costs for businesses due to the pandemic, higher unemployment rates throughout our footprint and a large number of customers requesting payment relief.  While some of these pressures have eased, ongoing supply chain and staffing challenges, as well as the threat of inflation remain.  

During the three months ended June 30, 2021, the allowance for Commercial & Agriculture loans decreased due to a decrease in general reserves required for this type as a result of a decrease in loss rates. Loan balances decreased mainly from Civista’s participation in the PPP loan program.  The result was represented as a decrease in the provision. The allowance for Commercial Real Estate – Owner Occupied loans decreased due to a decrease in general reserves required for this type as a result of decreased loan balances, classified loans and loss rates. The result was represented as a decrease in the provision. The allowance for Commercial Real Estate – Non-Owner Occupied loans increased due to an increase in general reserves required as a result of an increase in loan balances, offset by decreases in classified loan balances and loss rates.  This was represented as an increase in the provision.  The allowance for Residential Real Estate loans increased due to an increase in recoveries for this type of loan. The result was represented by a decrease in the provision. The allowance for Real Estate Construction loans decreased due to a decrease in balances of substandard classified loan balances, offset by higher loan balances.  This was represented as a decrease in the provision.  Management feels that the unallocated amount is appropriate and within the relevant range for the allowance that is reflective of the risk in the portfolio at June 30, 2021.

Allowance for loan losses:

 

For the three months ended June 30, 2020

 

Beginning balance

 

 

Charge-offs

 

 

Recoveries

 

 

Provision

 

 

Ending Balance

 

Commercial & Agriculture

 

$

2,400

 

 

$

(15

)

 

$

3

 

 

$

411

 

 

$

2,799

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

2,810

 

 

 

(1

)

 

 

7

 

 

 

595

 

 

 

3,411

 

Non-Owner Occupied

 

 

7,617

 

 

 

 

 

 

37

 

 

 

1,515

 

 

 

9,169

 

Residential Real Estate

 

 

1,950

 

 

 

(74

)

 

 

31

 

 

 

527

 

 

 

2,434

 

Real Estate Construction

 

 

1,606

 

 

 

 

 

 

2

 

 

 

236

 

 

 

1,844

 

Farm Real Estate

 

 

310

 

 

 

 

 

 

4

 

 

 

47

 

 

 

361

 

Consumer and Other

 

 

246

 

 

 

(26

)

 

 

18

 

 

 

9

 

 

 

247

 

Unallocated

 

 

9

 

 

 

 

 

 

 

 

 

146

 

 

 

155

 

Total

 

$

16,948

 

 

$

(116

)

 

$

102

 

 

$

3,486

 

 

$

20,420

 

 

For the three months ended June 30, 2020, the Company provided $3,486 to the allowance for loan losses.  The provision was primarily the result of an increase in Civista’s qualitative factors, primarily changes in international, national, regional and local conditions, related to the economic shutdown driven by the ongoing COVID-19 pandemic. Economic impacts from the COVID-19 pandemic includeduring the first quarter of 2020 included the loss of revenue being experienceexperienced by our business clients, disruption of supply chains, additional employee costs for businesses due to the pandemic, higher unemployment rates throughout our footprint and a large number of customers requesting payment relief. In addition,

For the three months ended June 30, 2020, the allowance for Commercial & Agriculture loans increased due to an increase in general reserves required for this type as a result of an increase in loan balances mainly from Civista’s participatedparticipation in the PPP loan program. In the event of a loss resulting from a default on a PPP loan, and a determination by the U.S. Small Business Administration (“SBA”)SBA that there was a deficiency in the manner on which the PPP loan was originated or funded, the SBA may deny its liability under the guaranty. The result was represented as an increase in the provision. The allowance for Commercial Real Estate – Owner Occupied loans increased due to an increase in general reserves required for this type as a result of factors related to the COVID-19 pandemic, offset by a decrease in loan balances and loss rates. The result was represented as an increase in the provision. The allowance for Commercial Real Estate – Non-Owner Occupied loans increased due to an increase in general

Page 15


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

reserves required as a result of an increase in loan balances.  This was represented as an increase in the provision.  The allowance for Residential Real Estate loans increased due to an increase in general reserves required for this type as a result of factors related to the COVID-19 pandemic, offset by a decrease in loan balances and loss rates. The result was represented by an increase in the provision. The allowance for Real Estate Construction loans increased due to an increase in general reserves required as a result of an increase in loan balances, represented by an increase in the provision.  The allowance for Farm Real Estate loans increased due to an increase in general reserves required as a result of an increase in loan balances.  The result was represented as an increase in the provision. Management feels that the unallocated amount is appropriate and within the relevant range for the allowance that is reflective of the risk in the portfolio at June 30, 2020.

Page 15


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Allowance for loan losses:

 

For the three months ended June 30, 2019

 

Beginning balance

 

 

Charge-offs

 

 

Recoveries

 

 

Provision

 

 

Ending Balance

 

For the six months ended June 30, 2021

 

Beginning balance

 

 

Charge-offs

 

 

Recoveries

 

 

Provision

 

 

Ending Balance

 

Commercial & Agriculture

 

$

1,834

 

 

$

(27

)

 

$

3

 

 

$

18

 

 

$

1,828

 

 

$

2,810

 

 

$

(15

)

 

$

163

 

 

$

(638

)

 

$

2,320

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

1,979

 

 

 

 

 

 

17

 

 

 

13

 

 

 

2,009

 

 

 

4,057

 

 

 

 

 

 

6

 

 

 

(36

)

 

 

4,027

 

Non-Owner Occupied

 

 

5,989

 

 

 

 

 

 

30

 

 

 

(152

)

 

 

5,867

 

 

 

12,451

 

 

 

 

 

 

11

 

 

 

1,084

 

 

 

13,546

 

Residential Real Estate

 

 

1,434

 

 

 

(105

)

 

 

37

 

 

 

332

 

 

 

1,698

 

 

 

2,484

 

 

 

(37

)

 

 

179

 

 

 

(95

)

 

 

2,531

 

Real Estate Construction

 

 

971

 

 

 

 

 

 

 

 

 

164

 

 

 

1,135

 

 

 

2,439

 

 

 

 

 

 

1

 

 

 

(263

)

 

 

2,177

 

Farm Real Estate

 

 

366

 

 

 

 

 

 

1

 

 

 

(2

)

 

 

365

 

 

 

338

 

 

 

 

 

 

6

 

 

 

(54

)

 

 

290

 

Consumer and Other

 

 

251

 

 

 

(24

)

 

 

32

 

 

 

(58

)

 

 

201

 

 

 

209

 

 

 

(19

)

 

 

44

 

 

 

(32

)

 

 

202

 

Unallocated

 

 

998

 

 

 

 

 

 

 

 

 

(315

)

 

 

683

 

 

 

240

 

 

 

 

 

 

 

 

 

864

 

 

 

1,104

 

Total

 

$

13,822

 

 

$

(156

)

 

$

120

 

 

$

 

 

$

13,786

 

 

$

25,028

 

 

$

(71

)

 

$

410

 

 

$

830

 

 

$

26,197

 

 

For the threesix months ended June 30, 2019,2021, the Company provided $830 to the allowance for loan losses.  The decrease in the provision in the first six months of 2021 as compared to the same period of 2020, was due to the stability of our metrics coupled with the stabilization and, in some cases, improvement of international, national, regional and local economic conditions that were adversely impacted by the 2020 economic shutdown and restrictions in response to the ongoing COVID-19 pandemic.  While vaccinations during the six months of 2021 have created some level of optimism in the business community, we remain cautious given the level of classified loans in the portfolio, particularly loans to borrowers in the hotel industry.  Economic impacts related to the COVID-19 pandemic since March 2020 have included the loss of revenue experienced by our business clients, disruption of supply chains, additional employee costs for businesses due to the pandemic, higher unemployment rates throughout our footprint and a large number of customers requesting payment relief.  While some of these pressures have eased, ongoing supply chain and staffing challenges, as well as the threat of inflation remain.  

For the six months ended June 30, 2021, the allowance for Commercial & Agriculture loans decreased due to a decrease in general reserves required for this type as a result of a decrease in loss rates.  Loan balances decreased mainly from Civista’s participated in the PPP loan program.  The result was represented as a decrease in the provision. The allowance for Commercial Real Estate – Non-OwnerOwner Occupied loans decreased due to a decrease in general reserves required for this type as a result of a decrease indecreased loan balances and loss rates.  Thisclassified loan balances. The result was represented as a decrease in the provision. The allowance for ResidentialCommercial Real Estate loans increased due to an increase in general reserves required for this type as a result of an increase in loan balances and loss rates, represented by an increase in the provision. The allowance for Real Estate Construction– Non-Owner Occupied loans increased due to an increase in general reserves required as a result of an increase in loan balances.  The allowance for Consumerbalances, offset by a decrease in classified loan balances and Other loans was reduced by a decrease in loss rates.  This was represented as an increase in the provision.  The allowance for Residential Real Estate loans increased due to an increase in recoveries for this type of loan. The result was represented by a decrease in the provision. The allowance for Real Estate Construction loans decreased due to a decrease in loss rates and recoveries on previously charged off amounts.substandard classified loan balances, represented by a decrease in the provision.  The allowance for Farm Real Estate loans decreased due to a decrease in general reserves required for this type as a result of decreased loan balances.  The result was represented as a decrease in the provision.  Management determinedfeels that the unallocated amount wasis appropriate and within the relevant range for the allowance that wasis reflective of the risk in the portfolio at June 30, 2019.2021.

Allowance for loan losses:

For the six months ended June 30, 2020

 

Beginning balance

 

 

Charge-offs

 

 

Recoveries

 

 

Provision

 

 

Ending Balance

 

Commercial & Agriculture

 

$

2,219

 

 

$

(15

)

 

$

4

 

 

$

591

 

 

$

2,799

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

2,541

 

 

 

(1

)

 

 

14

 

 

 

857

 

 

 

3,411

 

Non-Owner Occupied

 

 

6,584

 

 

 

 

 

 

41

 

 

 

2,544

 

 

 

9,169

 

Residential Real Estate

 

 

1,582

 

 

 

(97

)

 

 

79

 

 

 

870

 

 

 

2,434

 

Real Estate Construction

 

 

1,250

 

 

 

 

 

 

2

 

 

 

592

 

 

 

1,844

 

Farm Real Estate

 

 

344

 

 

 

 

 

 

7

 

 

 

10

 

 

 

361

 

Consumer and Other

 

 

247

 

 

 

(27

)

 

 

34

 

 

 

(7

)

 

 

247

 

Unallocated

 

 

 

 

 

 

 

 

 

 

 

155

 

 

 

155

 

Total

 

$

14,767

 

 

$

(140

)

 

$

181

 

 

$

5,612

 

 

$

20,420

 

 

Page 16


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Allowance for loan losses:

For the six months ended June 30, 2020

 

Beginning balance

 

 

Charge-offs

 

 

Recoveries

 

 

Provision

 

 

Ending Balance

 

Commercial & Agriculture

 

$

2,219

 

 

$

(15

)

 

$

4

 

 

$

591

 

 

$

2,799

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

2,541

 

 

 

(1

)

 

 

14

 

 

 

857

 

 

 

3,411

 

Non-Owner Occupied

 

 

6,584

 

 

 

 

 

 

41

 

 

 

2,544

 

 

 

9,169

 

Residential Real Estate

 

 

1,582

 

 

 

(97

)

 

 

79

 

 

 

870

 

 

 

2,434

 

Real Estate Construction

 

 

1,250

 

 

 

 

 

 

2

 

 

 

592

 

 

 

1,844

 

Farm Real Estate

 

 

344

 

 

 

 

 

 

7

 

 

 

10

 

 

 

361

 

Consumer and Other

 

 

247

 

 

 

(27

)

 

 

34

 

 

 

(7

)

 

 

247

 

Unallocated

 

 

 

 

 

 

 

 

 

 

 

155

 

 

 

155

 

Total

 

$

14,767

 

 

$

(140

)

 

$

181

 

 

$

5,612

 

 

$

20,420

 

 

For the six months ended June 30, 2020, the Company provided $5,612 to the allowance for loan losses.  The provision was primarily the result of an increase in Civista’s qualitative factors, primarily changes in international, national, regional and local conditions, related to the economic shutdown driven by the ongoing COVID-19 pandemic. Economic impacts related to the COVID-19 pandemic includeduring the first six months of 2020 included the loss of revenue being experienceexperienced by our business clients, disruption of supply chains, additional employee costs for businesses due to the pandemic, higher unemployment rates throughout our footprint and a large number of customers requesting payment relief. In addition,

For the six months ended June 30, 2020, the allowance for Commercial & Agriculture loans increased due to an increase in general reserves required for this type as a result of an increase in loan balances mainly from Civista’s participated in the PPP loan program, offset by a decrease in loss rates.  . In the event of a loss resulting from a default on a PPP loan, and a determination by the SBA that there was a deficiency in the manner on which the PPP loan was originated or funded, the SBA may deny its liability under the.the guaranty.  The result was represented as an increase in the provision. The allowance for Commercial Real Estate – Owner Occupied loans increased due to an increase in general reserves required for this type as a result of higher loan balances and a decrease in loss rates. The result was represented as an increase in the provision. The allowance for Commercial Real Estate – Non-Owner Occupied loans increased due to an increase in general reserves required as a result of an increase in loan balances and a decrease in loss rates.  This was represented as an increase in the provision.  The allowance for Residential Real Estate loans increased due to an increase in general reserves required for this type as a result of factors related to the COVID-19 pandemic, offset by a decrease in loan balances and loss rates, represented by an increase in the provision. The allowance for Real Estate Construction loans increased due to an increase in general reserves required as a result of an increase in loan balances, represented by an increase in the provision.  The allowance for Farm Real Estate loans increased due to an increase in general reserves required as a result of an increase in loan balances.  The result was represented as an increase in the provision.  Management feels that the unallocated amount is appropriate and within the relevant range for the allowance that is reflective of the risk in the portfolio at June 30, 2020.

 

Allowance for loan losses:

For the six months ended June 30, 2019

 

Beginning balance

 

 

Charge-offs

 

 

Recoveries

 

 

Provision

 

 

Ending Balance

 

Commercial & Agriculture

 

$

1,747

 

 

$

(27

)

 

$

4

 

 

$

104

 

 

$

1,828

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

1,962

 

 

 

(60

)

 

 

239

 

 

 

(132

)

 

 

2,009

 

Non-Owner Occupied

 

 

5,803

 

 

 

 

 

 

44

 

 

 

20

 

 

 

5,867

 

Residential Real Estate

 

 

1,531

 

 

 

(203

)

 

 

162

 

 

 

208

 

 

 

1,698

 

Real Estate Construction

 

 

1,046

 

 

 

(24

)

 

 

 

 

 

113

 

 

 

1,135

 

Farm Real Estate

 

 

397

 

 

 

 

 

 

2

 

 

 

(34

)

 

 

365

 

Consumer and Other

 

 

284

 

 

 

(81

)

 

 

51

 

 

 

(53

)

 

 

201

 

Unallocated

 

 

909

 

 

 

 

 

 

 

 

 

(226

)

 

 

683

 

Total

 

$

13,679

 

 

$

(395

)

 

$

502

 

 

$

 

 

$

13,786

 

For the six months ended June 30, 2019, the allowance for Commercial & Agriculture loans increased due to an increase in general reserves required for this type as a result of higher loan balances, offset by a decrease in the loss rates. The result was represented as an increase in the provision. The allowance for Commercial Real Estate –Owner Occupied loans increased due to an increase in general reserves required as a result of higher loan balances, offset by net recoveries on previously charged off amounts, resulting in a decrease in the provision. The allowance for Commercial Real Estate – Non-Owner Occupied loans increased due to an increase in general reserves required as a result of higher loan balances, offset by a decrease in the loss rates.  This was represented as an increase in the provision.  The allowance for Residential Real Estate loans increased due to an increase in general reserves required for this type as a result of an increase in loan balances and loss rates, represented by an increase in the provision. The allowance for Real Estate Construction loans increased due to an increase in general reserves required as a result of higher loan balances.  The allowance for Farm Real Estate loans was reduced by a decrease in general reserves required for this type as a result of lower outstanding loan balances. The result was represented as a decrease in the provision. The allowance for Consumer and Other loans decreased due to a decrease in the general reserves required for the type as a result of a decrease in loan balances and loss rates.  The result was represented as a decrease in the provision.  Management determined that the unallocated amount was appropriate and within the relevant range for the allowance that was reflective of the risk in the portfolio at June 30, 2019.

Page 17


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following tables present, by portfolio segment, the allocation of the allowance for loan losses and related loan balances as of June 30, 20202021 and December 31, 2019.2020.

 

June 30, 2020

 

Loans acquired

with credit

deterioration

 

 

Loans individually

evaluated for

impairment

 

 

Loans collectively

evaluated for

impairment

 

 

Total

 

June 30, 2021

 

Loans acquired

with credit

deterioration

 

 

Loans individually

evaluated for

impairment

 

 

Loans collectively

evaluated for

impairment

 

 

Total

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Agriculture

 

$

 

 

$

 

 

$

2,799

 

 

$

2,799

 

 

$

 

 

$

 

 

$

2,320

 

 

$

2,320

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

 

 

 

8

 

 

 

3,403

 

 

 

3,411

 

 

 

 

 

 

8

 

 

 

4,019

 

 

 

4,027

 

Non-Owner Occupied

 

 

 

 

 

 

 

 

9,169

 

 

 

9,169

 

 

 

 

 

 

 

 

 

13,546

 

 

 

13,546

 

Residential Real Estate

 

 

 

 

 

84

 

 

 

2,350

 

 

 

2,434

 

 

 

 

 

 

18

 

 

 

2,513

 

 

 

2,531

 

Real Estate Construction

 

 

 

 

 

 

 

 

1,844

 

 

 

1,844

 

 

 

 

 

 

 

 

 

2,177

 

 

 

2,177

 

Farm Real Estate

 

 

 

 

 

 

 

 

361

 

 

 

361

 

 

 

 

 

 

 

 

 

290

 

 

 

290

 

Consumer and Other

 

 

 

 

 

 

 

 

247

 

 

 

247

 

 

 

 

 

 

 

 

 

202

 

 

 

202

 

Unallocated

 

 

 

 

 

 

 

 

155

 

 

 

155

 

 

 

 

 

 

 

 

 

1,104

 

 

 

1,104

 

Total

 

$

 

 

$

92

 

 

$

20,328

 

 

$

20,420

 

 

$

 

 

$

26

 

 

$

26,171

 

 

$

26,197

 

Outstanding loan balances:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Agriculture

 

$

 

 

$

 

 

$

442,444

 

 

$

442,444

 

 

$

 

 

$

 

 

$

328,871

 

 

$

328,871

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

 

 

 

403

 

 

 

252,511

 

 

 

252,914

 

 

 

 

 

 

299

 

 

 

271,368

 

 

 

271,667

 

Non-Owner Occupied

 

 

 

 

 

368

 

 

 

646,424

 

 

 

646,792

 

 

 

 

 

 

30

 

 

 

762,953

 

 

 

762,983

 

Residential Real Estate

 

 

463

 

 

 

1,183

 

 

 

451,421

 

 

 

453,067

 

 

 

379

 

 

 

557

 

 

 

425,795

 

 

 

426,731

 

Real Estate Construction

 

 

 

 

 

 

 

 

178,318

 

 

 

178,318

 

 

 

 

 

 

 

 

 

188,368

 

 

 

188,368

 

Farm Real Estate

 

 

 

 

 

653

 

 

 

34,788

 

 

 

35,441

 

 

 

 

 

 

592

 

 

 

28,024

 

 

 

28,616

 

Consumer and Other

 

 

 

 

 

 

 

 

13,989

 

 

 

13,989

 

 

 

 

 

 

 

 

 

11,960

 

 

 

11,960

 

Total

 

$

463

 

 

$

2,607

 

 

$

2,019,895

 

 

$

2,022,965

 

 

$

379

 

 

$

1,478

 

 

$

2,017,339

 

 

$

2,019,196

 

 

December 31, 2019

 

Loans acquired

with credit

deterioration

 

 

Loans individually

evaluated for

impairment

 

 

Loans collectively

evaluated for

impairment

 

 

Total

 

December 31, 2020

 

Loans acquired

with credit

deterioration

 

 

Loans individually

evaluated for

impairment

 

 

Loans collectively

evaluated for

impairment

 

 

Total

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Agriculture

 

$

 

 

$

 

 

$

2,219

 

 

$

2,219

 

 

$

 

 

$

73

 

 

$

2,737

 

 

$

2,810

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

 

 

 

9

 

 

 

2,532

 

 

 

2,541

 

 

 

 

 

 

5

 

 

 

4,052

 

 

 

4,057

 

Non-Owner Occupied

 

 

 

 

 

 

 

 

6,584

 

 

 

6,584

 

 

 

 

 

 

 

 

 

12,451

 

 

 

12,451

 

Residential Real Estate

 

 

 

 

 

82

 

 

 

1,500

 

 

 

1,582

 

 

 

 

 

 

29

 

 

 

2,455

 

 

 

2,484

 

Real Estate Construction

 

 

 

 

 

 

 

 

1,250

 

 

 

1,250

 

 

 

 

 

 

 

 

 

2,439

 

 

 

2,439

 

Farm Real Estate

 

 

 

 

 

 

 

 

344

 

 

 

344

 

 

 

 

 

 

 

 

 

338

 

 

 

338

 

Consumer and Other

 

 

 

 

 

 

 

 

247

 

 

 

247

 

 

 

 

 

 

 

 

 

209

 

 

 

209

 

Unallocated

 

 

 

 

 

 

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

240

 

 

 

240

 

Total

 

$

 

 

$

91

 

 

$

14,676

 

 

$

14,767

 

 

$

 

 

$

107

 

 

$

24,921

 

 

$

25,028

 

Outstanding loan balances:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Agriculture

 

$

 

 

$

367

 

 

$

202,743

 

 

$

203,110

 

 

$

 

 

$

74

 

 

$

409,802

 

 

$

409,876

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

 

 

 

426

 

 

 

245,180

 

 

 

245,606

 

 

 

 

 

 

980

 

 

 

277,433

 

 

 

278,413

 

Non-Owner Occupied

 

 

 

 

 

374

 

 

 

591,848

 

 

 

592,222

 

 

 

 

 

 

48

 

 

 

705,024

 

 

 

705,072

 

Residential Real Estate

 

 

467

 

 

 

1,764

 

 

 

460,801

 

 

 

463,032

 

 

 

388

 

 

 

946

 

 

 

441,254

 

 

 

442,588

 

Real Estate Construction

 

 

 

 

 

 

 

 

155,825

 

 

 

155,825

 

 

 

 

 

 

 

 

 

175,609

 

 

 

175,609

 

Farm Real Estate

 

 

 

 

 

666

 

 

 

33,448

 

 

 

34,114

 

 

 

 

 

 

618

 

 

 

32,484

 

 

 

33,102

 

Consumer and Other

 

 

 

 

 

 

 

 

15,061

 

 

 

15,061

 

 

 

 

 

 

 

 

 

12,842

 

 

 

12,842

 

Total

 

$

467

 

 

$

3,597

 

 

$

1,704,906

 

 

$

1,708,970

 

 

$

388

 

 

$

2,666

 

 

$

2,054,448

 

 

$

2,057,502

 

 

Page 18


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following tables present credit exposures by internally assigned risk grades as of June 30, 20202021 and December 31, 2019.2020. The risk rating analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all. The Company’s internal credit risk grading system is based on experiences with similarly graded loans.

The Company’s internally assigned risk grades are as follows:

 

Pass – loans which are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral.

 

Special Mention – loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.

 

Substandard – loans that have a well-defined weakness based on objective evidence and are characterized by the distinct possibility that Civista will sustain some loss if the deficiencies are not corrected.

 

Doubtful – loans classified as doubtful have all the weaknesses inherent in a substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.

 

Loss – loans classified as a loss are considered uncollectible, or of such value that continuance as an asset is not warranted.

Generally, Residential Real Estate, Real Estate Construction and Consumer and Other loans are not risk-graded, except when collateral is used for a business purpose. Only those loans that have been risk rated are included below.

 

June 30, 2020

 

Pass

 

 

Special Mention

 

 

Substandard

 

 

Doubtful

 

 

Ending Balance

 

June 30, 2021

 

Pass

 

 

Special Mention

 

 

Substandard

 

 

Doubtful

 

 

Ending Balance

 

Commercial & Agriculture

 

$

437,923

 

 

$

2,526

 

 

$

1,995

 

 

$

 

 

$

442,444

 

 

$

321,890

 

 

$

2,466

 

 

$

4,515

 

 

$

 

 

$

328,871

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

241,144

 

 

 

8,867

 

 

 

2,903

 

 

 

 

 

 

252,914

 

 

 

255,219

 

 

 

6,744

 

 

 

9,704

 

 

 

 

 

 

271,667

 

Non-Owner Occupied

 

 

643,612

 

 

 

1,773

 

 

 

1,407

 

 

 

 

 

 

646,792

 

 

 

676,152

 

 

 

50,669

 

 

 

36,162

 

 

 

 

 

 

762,983

 

Residential Real Estate

 

 

78,028

 

 

 

486

 

 

 

5,731

 

 

 

 

 

 

84,245

 

 

 

77,427

 

 

 

739

 

 

 

4,595

 

 

 

 

 

 

82,761

 

Real Estate Construction

 

 

165,678

 

 

 

485

 

 

 

8

 

 

 

 

 

 

166,171

 

 

 

172,910

 

 

 

279

 

 

 

491

 

 

 

 

 

 

173,680

 

Farm Real Estate

 

 

32,302

 

 

 

550

 

 

 

2,589

 

 

 

 

 

 

35,441

 

 

 

26,882

 

 

 

211

 

 

 

1,523

 

 

 

 

 

 

28,616

 

Consumer and Other

 

 

1,024

 

 

 

 

 

 

21

 

 

 

 

 

 

1,045

 

 

 

824

 

 

 

 

 

 

24

 

 

 

 

 

 

848

 

Total

 

$

1,599,711

 

 

$

14,687

 

 

$

14,654

 

 

$

 

 

$

1,629,052

 

 

$

1,531,304

 

 

$

61,108

 

 

$

57,014

 

 

$

 

 

$

1,649,426

 

 

December 31, 2019

 

Pass

 

 

Special Mention

 

 

Substandard

 

 

Doubtful

 

 

Ending Balance

 

December 31, 2020

 

Pass

 

 

Special Mention

 

 

Substandard

 

 

Doubtful

 

 

Ending Balance

 

Commercial & Agriculture

 

$

199,649

 

 

$

2,236

 

 

$

1,225

 

 

$

 

 

$

203,110

 

 

$

401,636

 

 

$

4,472

 

 

$

3,768

 

 

$

 

 

$

409,876

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

237,171

 

 

 

5,617

 

 

 

2,818

 

 

 

 

 

 

245,606

 

 

 

248,316

 

 

 

19,429

 

 

 

10,668

 

 

 

 

 

 

278,413

 

Non-Owner Occupied

 

 

588,633

 

 

 

2,155

 

 

 

1,434

 

 

 

 

 

 

592,222

 

 

 

604,909

 

 

 

58,270

 

 

 

41,893

 

 

 

 

 

 

705,072

 

Residential Real Estate

 

 

73,289

 

 

 

528

 

 

 

6,495

 

 

 

 

 

 

80,312

 

 

 

81,409

 

 

 

668

 

 

 

5,524

 

 

 

 

 

 

87,601

 

Real Estate Construction

 

 

145,251

 

 

 

 

 

 

9

 

 

 

 

 

 

145,260

 

 

 

158,207

 

 

 

962

 

 

 

492

 

 

 

 

 

 

159,661

 

Farm Real Estate

 

 

30,808

 

 

 

567

 

 

 

2,739

 

 

 

 

 

 

34,114

 

 

 

30,486

 

 

 

216

 

 

 

2,400

 

 

 

 

 

 

33,102

 

Consumer and Other

 

 

1,289

 

 

 

 

 

 

6

 

 

 

 

 

 

1,295

 

 

 

833

 

 

 

 

 

 

33

 

 

 

 

 

 

866

 

Total

 

$

1,276,090

 

 

$

11,103

 

 

$

14,726

 

 

$

 

 

$

1,301,919

 

 

$

1,525,796

 

 

$

84,017

 

 

$

64,778

 

 

$

 

 

$

1,674,591

 

 

Page 19


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following tables present performing and nonperforming loans based solely on payment activity for the periods ended June 30, 20202021 and December 31, 20192020 that have not been assigned an internal risk grade. The types of loans presented here are not assigned a risk grade unless there is evidence of a problem. Payment activity is reviewed by management on a monthly basis to evaluate performance. Loans are considered to be nonperforming when they become 90 days past due and if management determines that we may not collect all of our principal and interest. Nonperforming loans also include certain loans that have been modified in Troubled Debt Restructurings (TDRs) where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions due to economic status. Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months.

 

June 30, 2020

 

Residential

Real Estate

 

 

Real Estate

Construction

 

 

Consumer

and Other

 

 

Total

 

June 30, 2021

 

Residential

Real Estate

 

 

Real Estate

Construction

 

 

Consumer

and Other

 

 

Total

 

Performing

 

$

368,822

 

 

$

12,147

 

 

$

12,942

 

 

$

393,911

 

 

$

343,970

 

 

$

14,688

 

 

$

11,112

 

 

$

369,770

 

Nonperforming

 

 

 

 

 

 

 

 

2

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

368,822

 

 

$

12,147

 

 

$

12,944

 

 

$

393,913

 

 

$

343,970

 

 

$

14,688

 

 

$

11,112

 

 

$

369,770

 

 

December 31, 2019

 

Residential

Real Estate

 

 

Real Estate

Construction

 

 

Consumer

and Other

 

 

Total

 

December 31, 2020

 

Residential

Real Estate

 

 

Real Estate

Construction

 

 

Consumer

and Other

 

 

Total

 

Performing

 

$

382,720

 

 

$

10,565

 

 

$

13,766

 

 

$

407,051

 

 

$

354,987

 

 

$

15,948

 

 

$

11,976

 

 

$

382,911

 

Nonperforming

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

382,720

 

 

$

10,565

 

 

$

13,766

 

 

$

407,051

 

 

$

354,987

 

 

$

15,948

 

 

$

11,976

 

 

$

382,911

 

 

The following tables include an aging analysis of the recorded investment of past due loans outstanding as of June 30, 20202021 and December 31, 2019.2020.

 

June 30, 2020

 

30-59

Days

Past Due

 

 

60-89

Days

Past Due

 

 

90 Days

or Greater

 

 

Total Past

Due

 

 

Current

 

 

Purchased

Credit-

Impaired

Loans

 

 

Total Loans

 

 

Past Due

90 Days

and

Accruing

 

June 30, 2021

 

30-59

Days

Past Due

 

 

60-89

Days

Past Due

 

 

90 Days

or Greater

 

 

Total Past

Due

 

 

Current

 

 

Purchased

Credit-

Impaired

Loans

 

 

Total Loans

 

 

Past Due

90 Days

and

Accruing

 

Commercial & Agriculture

 

$

 

 

$

 

 

$

55

 

 

$

55

 

 

$

442,389

 

 

$

 

 

$

442,444

 

 

$

 

 

$

11

 

 

$

20

 

 

$

 

 

$

31

 

 

$

328,840

 

 

$

 

 

$

328,871

 

 

$

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

323

 

 

 

 

 

 

585

 

 

 

908

 

 

 

252,006

 

 

 

 

 

 

252,914

 

 

 

 

 

 

233

 

 

 

 

 

 

60

 

 

 

293

 

 

 

271,374

 

 

 

 

 

 

271,667

 

 

 

 

Non-Owner Occupied

 

 

 

 

 

 

 

 

7

 

 

 

7

 

 

 

646,785

 

 

 

 

 

 

646,792

 

 

 

 

 

 

 

 

 

 

 

 

5

 

 

 

5

 

 

 

762,978

 

 

 

 

 

 

762,983

 

 

 

 

Residential Real Estate

 

 

177

 

 

 

418

 

 

 

1,049

 

 

 

1,644

 

 

 

450,960

 

 

 

463

 

 

 

453,067

 

 

 

 

 

 

361

 

 

 

378

 

 

 

721

 

 

 

1,460

 

 

 

424,892

 

 

 

379

 

 

 

426,731

 

 

 

 

Real Estate Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

178,318

 

 

 

 

 

 

178,318

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

188,368

 

 

 

 

 

 

188,368

 

 

 

 

Farm Real Estate

 

 

 

 

 

 

 

 

4

 

 

 

4

 

 

 

35,437

 

 

 

 

 

 

35,441

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28,616

 

 

 

 

 

 

28,616

 

 

 

 

Consumer and Other

 

 

70

 

 

 

23

 

 

 

12

 

 

 

105

 

 

 

13,884

 

 

 

 

 

 

13,989

 

 

 

2

 

 

 

50

 

 

 

 

 

 

10

 

 

 

60

 

 

 

11,900

 

 

 

 

 

 

11,960

 

 

 

 

Total

 

$

570

 

 

$

441

 

 

$

1,712

 

 

$

2,723

 

 

$

2,019,779

 

 

$

463

 

 

$

2,022,965

 

 

$

2

 

 

$

655

 

 

$

398

 

 

$

796

 

 

$

1,849

 

 

$

2,016,968

 

 

$

379

 

 

$

2,019,196

 

 

$

 

 

December 31, 2019

 

30-59

Days

Past Due

 

 

60-89

Days

Past Due

 

 

90 Days

or Greater

 

 

Total Past

Due

 

 

Current

 

 

Purchased

Credit-

Impaired

Loans

 

 

Total Loans

 

 

Past Due

90 Days

and

Accruing

 

December 31, 2020

 

30-59

Days

Past Due

 

 

60-89

Days

Past Due

 

 

90 Days

or Greater

 

 

Total Past

Due

 

 

Current

 

 

Purchased

Credit-

Impaired

Loans

 

 

Total Loans

 

 

Past Due

90 Days

and

Accruing

 

Commercial & Agriculture

 

$

27

 

 

$

35

 

 

$

106

 

 

$

168

 

 

$

202,942

 

 

$

 

 

$

203,110

 

 

$

 

 

$

117

 

 

$

25

 

 

$

50

 

 

$

192

 

 

$

409,684

 

 

$

 

 

$

409,876

 

 

$

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

453

 

 

 

63

 

 

 

663

 

 

 

1,179

 

 

 

244,427

 

 

 

 

 

 

245,606

 

 

 

 

 

 

 

 

 

4

 

 

 

102

 

 

 

106

 

 

 

278,307

 

 

 

 

 

 

278,413

 

 

 

 

Non-Owner Occupied

 

 

 

 

 

 

 

 

8

 

 

 

8

 

 

 

592,214

 

 

 

 

 

 

592,222

 

 

 

 

 

 

 

 

 

 

 

 

6

 

 

 

6

 

 

 

705,066

 

 

 

 

 

 

705,072

 

 

 

 

Residential Real Estate

 

 

2,399

 

 

 

198

 

 

 

1,775

 

 

 

4,372

 

 

 

458,193

 

 

 

467

 

 

 

463,032

 

 

 

 

 

 

1,059

 

 

 

867

 

 

 

1,314

 

 

 

3,240

 

 

 

438,960

 

 

 

388

 

 

 

442,588

 

 

 

 

Real Estate Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

155,825

 

 

 

 

 

 

155,825

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

175,609

 

 

 

 

 

 

175,609

 

 

 

 

Farm Real Estate

 

 

 

 

 

 

 

 

7

 

 

 

7

 

 

 

34,107

 

 

 

 

 

 

34,114

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

4

 

 

 

33,098

 

 

 

 

 

 

33,102

 

 

 

 

Consumer and Other

 

 

129

 

 

 

46

 

 

 

 

 

 

175

 

 

 

14,886

 

 

 

 

 

 

15,061

 

 

 

 

 

 

59

 

 

 

1

 

 

 

16

 

 

 

76

 

 

 

12,766

 

 

 

 

 

 

12,842

 

 

 

 

Total

 

$

3,008

 

 

$

342

 

 

$

2,559

 

 

$

5,909

 

 

$

1,702,594

 

 

$

467

 

 

$

1,708,970

 

 

$

 

 

$

1,235

 

 

$

897

 

 

$

1,492

 

 

$

3,624

 

 

$

2,053,490

 

 

$

388

 

 

$

2,057,502

 

 

$

 

 

Page 20


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following table presents loans on nonaccrual status, excluding purchased credit-impaired (PCI) loans, as of June 30, 20202021 and December 31, 2019.2020.

 

 

June 30, 2020

 

 

December 31, 2019

 

 

June 30, 2021

 

 

December 31, 2020

 

Commercial & Agriculture

 

$

83

 

 

$

173

 

 

$

548

 

 

$

139

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

832

 

 

 

938

 

 

 

292

 

 

 

964

 

Non-Owner Occupied

 

 

7

 

 

 

8

 

 

 

5

 

 

 

6

 

Residential Real Estate

 

 

3,753

 

 

 

4,183

 

 

 

3,126

 

 

 

3,893

 

Real Estate Construction

 

 

8

 

 

 

9

 

 

 

6

 

 

 

7

 

Farm Real Estate

 

 

259

 

 

 

284

 

 

 

70

 

 

 

85

 

Consumer and Other

 

 

19

 

 

 

4

 

 

 

22

 

 

 

31

 

Total

 

$

4,961

 

 

$

5,599

 

 

$

4,069

 

 

$

5,125

 

 

Nonaccrual Loans: Loans are considered for nonaccrual status upon reaching 90 days delinquency, unless the loan is well secured and in the process of collection, although the Company may be receiving partial payments of interest and partial repayments of principal on such loans. When a loan is placed on nonaccrual status, previously accrued but unpaid interest is deducted from interest income. Payments received on nonaccrual loans are applied to the unpaid principal balance. A loan may be returned to accruing status only if one of three conditions are met: the loan is well-secured and none of the principal and interest has been past due for a minimum of 90 days; the loan is a TDR and has made a minimum of six months payments; or the principal and interest payments are reasonably assured and a sustained period of performance has occurred, generally six months.

Modifications: A modification of a loan constitutes a TDR when the Company for economic or legal reasons related to a borrower’s financial difficulties grants a concession to the borrower that it would not otherwise consider. Exceptions to this policy exist for loan modifications donegranted as part of the Company’s COVID-19 deferral program, which allows the Company to not classify a modification so long as certain criteria as established in the CARES Act are met at the time of the modification.  The Company offers various types of concessions when modifying a loan, however, forgiveness of principal is rarely granted. Commercial Real Estate loans modified in a TDR often involve reducing the interest rate lower than the current market rate for new debt with similar risk. Residential Real Estate loans modified in a TDR primarily involve interest rate reductions where monthly payments are lowered to accommodate the borrowers’ financial needs.

Loans modified in a TDR are typically already on non-accrual status and partial charge-offs have in some cases already been taken against the outstanding loan balance. As a result, loans modified in a TDR may have the financial effect of increasing the specific allowance associated with the loan. An allowance for impaired loans that have been modified in a TDR are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral, less any selling costs, if the loan is collateral dependent. Management exercises significant judgment in developing these estimates. As of June 30, 2020,2021, TDRs accounted for $92$26 of the allowance for loan losses. As of December 31, 2019,2020, TDRs accounted for $91$35 of the allowance for loan losses.

Page 21


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

There were 0 loans modified as TDRs during the three-monththree-and six-month periods ended June 30, 2020 and 2019 and for the six-month period ended June 30,2021 or 2020.Loan modifications that are considered TDRs completed during the six-month period ended June 30, 2019 were as follows:

 

 

For the Six-Month Period Ended

 

 

 

June 30, 2019

 

 

 

Number of

Contracts

 

 

Pre-

Modification

Outstanding

Recorded

Investment

 

 

Post-

Modification

Outstanding

Recorded

Investment

 

Commercial & Agriculture

 

 

 

 

$

 

 

$

 

Commercial Real Estate—Owner Occupied

 

 

 

 

 

 

 

 

 

Commercial Real Estate—Non-Owner Occupied

 

 

1

 

 

 

382

 

 

 

382

 

Residential Real Estate

 

 

 

 

 

 

 

 

 

Real Estate Construction

 

 

 

 

 

 

 

 

 

Farm Real Estate

 

 

 

 

 

 

 

 

 

Consumer and Other

 

 

 

 

 

 

 

 

 

Total Loan Modifications

 

 

1

 

 

$

382

 

 

$

382

 

 

Recidivism, or the borrower defaulting on its obligation pursuant to a modified loan, results in the loan once again becoming a non-accrual loan. Recidivism occurs at a notably higher rate than do defaults on new origination loans, so modified loans present a higher risk of loss than do new origination loans.

During both the three- and six-month periods ended June 30, 20202021 and June 30, 2019,2020, there were 0 defaults on loans that were modified and considered TDRs during the respective previous twelve months.

Impaired Loans: Larger (greater than $350) Commercial & Agricultural and Commercial Real Estate loan relationships, all TDRs and Residential Real Estate and Consumer loans that are part of a larger relationship are tested for impairment on a quarterly basis. These loans are analyzed to determine if it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. If management determines that the value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance.  The Company’s policy for recognizing interest income on impaired loans does not differ from its overall policy for interest recognition.

Page 21


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Loan Modifications/Troubled Debt Restructurings

In the second quarter of 2020, in the initial days of the pandemic, Civista booked 90-day payment modifications on 813 loans totaling $431.3 million.  Additional 90-day modifications were extended on 100 loans totaling $124.4 million.  Both deferral programs primarily consisted of the deferral of principal and/or interest payments.  All such modified loans were performing at December 31, 2019 and comply with the provisions of the CARES Act to not be considered a troubled debt restructuring.

As of June 30, 2021, Civista has 34 loans totaling $50,436 that remain on a CARES Act modification.  Details with respect to loan modifications that remain on deferred status are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Type of Loan

 

Number of Loans

 

 

Balance

 

 

Percent of Loans Outstanding

 

 

 

 

 

 

 

(In thousands)

 

 

 

 

 

Commercial & Agriculture

 

 

13

 

 

$

4,222

 

 

 

0.21

%

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

5

 

 

 

8,185

 

 

 

0.41

%

Non-Owner Occupied

 

 

15

 

 

 

37,544

 

 

 

1.86

%

Real Estate Construction

 

 

1

 

 

 

485

 

 

 

0.02

%

Total

 

 

34

 

 

$

50,436

 

 

 

2.50

%

The following table includes the recorded investment and unpaid principal balances for impaired loans, excluding purchased-credit impaired (“PCI”) loans, with the associated allowance amount, if applicable, as of June 30, 2021 and December 31, 2020.

 

 

June 30, 2021

 

 

December 31, 2020

 

 

 

Recorded

Investment

 

 

Unpaid

Principal

Balance

 

 

Related

Allowance

 

 

Recorded

Investment

 

 

Unpaid

Principal

Balance

 

 

Related

Allowance

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

$

86

 

 

$

86

 

 

 

 

 

 

$

757

 

 

$

757

 

 

 

 

 

Non-Owner Occupied

 

 

30

 

 

 

30

 

 

 

 

 

 

 

48

 

 

 

48

 

 

 

 

 

Residential Real Estate

 

 

526

 

 

 

551

 

 

 

 

 

 

 

915

 

 

 

940

 

 

 

 

 

Farm Real Estate

 

 

592

 

 

 

592

 

 

 

 

 

 

 

618

 

 

 

618

 

 

 

 

 

Total

 

 

1,234

 

 

 

1,259

 

 

 

 

 

 

 

2,338

 

 

 

2,363

 

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Agriculture

 

 

 

 

 

 

 

$

 

 

 

74

 

 

 

74

 

 

$

73

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

213

 

 

 

213

 

 

 

8

 

 

 

223

 

 

 

223

 

 

 

5

 

Residential Real Estate

 

 

31

 

 

 

35

 

 

 

18

 

 

 

31

 

 

 

35

 

 

 

29

 

Total

 

 

244

 

 

 

248

 

 

 

26

 

 

 

328

 

 

 

332

 

 

 

107

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Agriculture

 

 

 

 

 

 

 

 

 

 

 

74

 

 

 

74

 

 

 

73

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

299

 

 

 

299

 

 

 

8

 

 

 

980

 

 

 

980

 

 

 

5

 

Non-Owner Occupied

 

 

30

 

 

 

30

 

 

 

 

 

 

48

 

 

 

48

 

 

 

 

Residential Real Estate

 

 

557

 

 

 

586

 

 

 

18

 

 

 

946

 

 

 

975

 

 

 

29

 

Farm Real Estate

 

 

592

 

 

 

592

 

 

 

 

 

 

618

 

 

 

618

 

 

 

 

Total

 

$

1,478

 

 

$

1,507

 

 

$

26

 

 

$

2,666

 

 

$

2,695

 

 

$

107

 

Page 22


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following table includes the recorded investment and unpaid principal balances for impaired loans, excluding PCI loans, with the associated allowance amount, if applicable, as of June 30, 2020 and December 31, 2019.

 

 

June 30, 2020

 

 

December 31, 2019

 

 

 

Recorded

Investment

 

 

Unpaid

Principal

Balance

 

 

Related

Allowance

 

 

Recorded

Investment

 

 

Unpaid

Principal

Balance

 

 

Related

Allowance

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Agriculture

 

$

 

 

$

 

 

 

 

 

 

$

367

 

 

$

367

 

 

 

 

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

156

 

 

 

156

 

 

 

 

 

 

 

168

 

 

 

168

 

 

 

 

 

Non-Owner Occupied

 

 

368

 

 

 

368

 

 

 

 

 

 

 

374

 

 

 

374

 

 

 

 

 

Residential Real Estate

 

 

1,002

 

 

 

1,074

 

 

 

 

 

 

 

1,571

 

 

 

1,643

 

 

 

 

 

Farm Real Estate

 

 

653

 

 

 

653

 

 

 

 

 

 

 

666

 

 

 

666

 

 

 

 

 

Total

 

 

2,179

 

 

 

2,251

 

 

 

 

 

 

 

3,146

 

 

 

3,218

 

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

247

 

 

 

247

 

 

$

8

 

 

 

258

 

 

 

258

 

 

$

9

 

Residential Real Estate

 

 

181

 

 

 

186

 

 

 

84

 

 

 

193

 

 

 

197

 

 

 

82

 

Total

 

 

428

 

 

 

433

 

 

 

92

 

 

 

451

 

 

 

455

 

 

 

91

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Agriculture

 

 

 

 

 

 

 

 

 

 

 

367

 

 

 

367

 

 

 

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

403

 

 

 

403

 

 

 

8

 

 

 

426

 

 

 

426

 

 

 

9

 

Non-Owner Occupied

 

 

368

 

 

 

368

 

 

 

 

 

 

374

 

 

 

374

 

 

 

 

Residential Real Estate

 

 

1,183

 

 

 

1,260

 

 

 

84

 

 

 

1,764

 

 

 

1,840

 

 

 

82

 

Farm Real Estate

 

 

653

 

 

 

653

 

 

 

 

 

 

666

 

 

 

666

 

 

 

 

Total

 

$

2,607

 

 

$

2,684

 

 

$

92

 

 

$

3,597

 

 

$

3,673

 

 

$

91

 

 

The following table includes the average recorded investment and interest income recognized for impaired financing receivables for the three-monththree- and six-month periods ended June 30, 20202021 and 2019.2020.

 

 

June 30, 2020

 

 

June 30, 2019

 

 

June 30, 2021

 

 

June 30, 2020

 

For the three months ended

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

Commercial & Agriculture

 

$

 

 

$

 

 

$

367

 

 

$

6

 

Commercial Real Estate—Owner Occupied

 

 

409

 

 

 

7

 

 

 

465

 

 

 

9

 

 

$

304

 

 

$

5

 

 

$

409

 

 

$

7

 

Commercial Real Estate—Non-Owner Occupied

 

 

369

 

 

 

5

 

 

 

381

 

 

 

5

 

 

 

34

 

 

 

 

 

 

369

 

 

 

5

 

Residential Real Estate

 

 

1,462

 

 

 

11

 

 

 

1,137

 

 

 

15

 

 

 

563

 

 

 

8

 

 

 

1,462

 

 

 

11

 

Farm Real Estate

 

 

659

 

 

 

6

 

 

 

687

 

 

 

8

 

 

 

599

 

 

 

6

 

 

 

659

 

 

 

6

 

Total

 

$

2,899

 

 

$

29

 

 

$

3,037

 

 

$

43

 

 

$

1,500

 

 

$

19

 

 

$

2,899

 

 

$

29

 

 

 

 

June 30, 2020

 

 

June 30, 2019

 

 

June 30, 2021

 

 

June 30, 2020

 

For the six months ended

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

Commercial & Agriculture

 

$

122

 

 

$

4

 

 

$

367

 

 

$

12

 

 

$

25

 

 

$

 

 

$

122

 

 

$

4

 

Commercial Real Estate—Owner Occupied

 

 

415

 

 

 

14

 

 

 

472

 

 

 

17

 

 

 

529

 

 

 

11

 

 

 

415

 

 

 

14

 

Commercial Real Estate—Non-Owner Occupied

 

 

371

 

 

 

10

 

 

 

264

 

 

 

9

 

 

 

39

 

 

 

1

 

 

 

371

 

 

 

10

 

Residential Real Estate

 

 

1,563

 

 

 

24

 

 

 

1,184

 

 

 

31

 

 

 

690

 

 

 

16

 

 

 

1,563

 

 

 

24

 

Farm Real Estate

 

 

662

 

 

 

13

 

 

 

690

 

 

 

15

 

 

 

605

 

 

 

12

 

 

 

662

 

 

 

13

 

Total

 

$

3,133

 

 

$

65

 

 

$

2,977

 

 

$

84

 

 

$

1,888

 

 

$

40

 

 

$

3,133

 

 

$

65

 

 

Changes in the accretable yield for PCI loans were as follows, since acquisition: 

 

 

For the

Three-Month

Period Ended

June 30, 2021

 

 

For the

Three-Month

Period Ended

June 30, 2020

 

 

 

(In Thousands)

 

 

(In Thousands)

 

Balance at beginning of period

 

$

224

 

 

$

206

 

Acquisition of PCI loans

 

 

0

 

 

 

0

 

Accretion

 

 

(55

)

 

 

(7

)

Transfer from non-accretable to accretable

 

 

55

 

 

 

6

 

Balance at end of period

 

$

224

 

 

$

205

 

 

 

For the Six-Month

Period Ended

June 30, 2021

 

 

For the Six-Month

Period Ended

June 30, 2020

 

 

 

(In Thousands)

 

 

(In Thousands)

 

Balance at beginning of period

 

$

225

 

 

$

255

 

Acquisition of PCI loans

 

 

0

 

 

 

0

 

Accretion

 

 

(56

)

 

 

(169

)

Transfer fron non-accretable to accretable

 

 

55

 

 

 

119

 

Balance at end of period

 

$

224

 

 

$

205

 

Page 23


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

 

 

For the

Three-Month

Period Ended

June 30, 2020

 

 

For the

Three-Month

Period Ended

June 30, 2019

 

 

 

(In Thousands)

 

 

(In Thousands)

 

Balance at beginning of period

 

$

206

 

 

$

326

 

Acquisition of PCI loans

 

 

 

 

 

 

Accretion

 

 

(7

)

 

 

(67

)

Transfer from non-accretable to accretable

 

 

6

 

 

 

 

Balance at end of period

 

$

205

 

 

$

259

 

 

 

For the Six-Month

Period Ended

June 30, 2020

 

 

For the Six-Month

Period Ended

June 30, 2019

 

 

 

(In Thousands)

 

 

(In Thousands)

 

Balance at beginning of period

 

$

255

 

 

$

336

 

Acquisition of PCI loans

 

 

 

 

 

 

Accretion

 

 

(169

)

 

 

(77

)

Transfer fron non-accretable to accretable

 

 

119

 

 

 

 

Balance at end of period

 

$

205

 

 

$

259

 

The following table presents additional information regarding loans acquired and accounted for in accordance with ASC 310-30:

 

 

At June 30, 2020

 

 

At December 31, 2019

 

 

At June 30, 2021

 

 

At December 31, 2020

 

 

Acquired Loans with

Specific Evidence of

Deterioration of Credit

Quality (ASC 310-30)

 

 

Acquired Loans with

Specific Evidence of

Deterioration of Credit

Quality (ASC 310-30)

 

 

Acquired Loans with

Specific Evidence of

Deterioration of Credit

Quality (ASC 310-30)

 

 

Acquired Loans with

Specific Evidence of

Deterioration of Credit

Quality (ASC 310-30)

 

 

(In Thousands)

 

 

(In Thousands)

 

Outstanding balance

 

$

976

 

 

$

1,149

 

 

$

622

 

 

$

687

 

Carrying amount

 

 

463

 

 

 

467

 

 

 

379

 

 

 

388

 

 

There was 0 allowance for loan losses recorded for acquired loans with or without specific evidence of deterioration in credit quality as of June 30, 20202021 or December 31, 2019, respectively.2020.

Foreclosed Assets Held For Sale

Foreclosed assets acquired in settlement of loans are carried at fair value less estimated costs to sell and are included in other assets on the Consolidated Balance Sheet. As of June 30, 2020 and December 31, 2019, respectively,2021, there were 0 foreclosed assets included in otherOther assets.  As of December 31, 2020, there were $31 of foreclosed assets included in Other assets. As of June 30, 20202021 and December 31, 2019,2020, the Company had initiated formal foreclosure procedures on $867$495 and $1,022,$741, respectively, of consumer residential mortgages.

(6) Accumulated Other Comprehensive Income

The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax for the three month periods ended June 30, 2021 and June 30, 2020.

 

 

Unrealized

Gains and

(Losses) on

Available-for-

Sale

Securities (a)

 

 

Defined

Benefit

Pension

Items (a)

 

 

Total (a)

 

 

Unrealized

Gains and

(Losses) on

Available-for-

Sale

Securities (a)

 

 

Defined

Benefit

Pension

Items (a)

 

 

Total (a)

 

Beginning balance

 

$

16,332

 

 

$

(6,763

)

 

$

9,569

 

 

$

15,840

 

 

$

(5,952

)

 

$

9,888

 

Other comprehensive income before

   reclassifications

 

 

2,059

 

 

 

 

 

 

2,059

 

 

 

3,709

 

 

 

 

 

 

3,709

 

Amounts reclassified from accumulated other

   comprehensive income

 

 

1

 

 

 

64

 

 

 

65

 

 

 

 

 

 

57

 

 

 

57

 

Net current-period other comprehensive income

 

 

2,060

 

 

 

64

 

 

 

2,124

 

 

 

3,709

 

 

 

57

 

 

 

3,766

 

Ending balance

 

$

18,392

 

 

$

(6,699

)

 

$

11,693

 

 

$

19,549

 

 

$

(5,895

)

 

$

13,654

 

(a)

Amounts in parentheses indicate debits on the Consolidated Balance Sheets.

The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three month periods ended June 30, 2021 and June 30, 2020.

Details about Accumulated Other

Comprehensive Income (Loss)

Components

 

Amount Reclassified from

Accumulated Other Comprehensive

Income (Loss) (a)

 

 

Affected Line Item in the

Statement Where Net Income is

Presented

Unrealized losses on available-for-sale securities

 

$

(1

)

 

$

 

 

Net loss on sale

   of securities

Tax effect

 

 

 

 

 

 

 

Income tax expense

 

 

 

(1

)

 

 

 

 

 

Amortization of defined benefit pension items

 

 

 

 

 

 

 

 

 

 

Actuarial gains/(losses) (b)

 

 

(81

)

 

 

(72

)

 

Other operating expenses

Tax effect

 

 

17

 

 

 

15

 

 

Income tax expense

 

 

 

(64

)

 

 

(57

)

 

 

Total reclassifications for the period

 

$

(65

)

 

$

(57

)

 

 

Page 24


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

(6) Other Comprehensive Income

The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax.

 

 

For the Three-Month Period Ended

 

 

For the Three-Month Period Ended

 

 

 

June 30, 2020(a)

 

 

June 30, 2019(a)

 

 

 

Unrealized

Gains and

Losses on

Available-for-

Sale

Securities

 

 

Defined

Benefit

Pension

Items

 

 

Total

 

 

Unrealized

Gains and

Losses on

Available-for-

Sale

Securities

 

 

Defined

Benefit

Pension

Items

 

 

Total

 

Beginning balance

 

$

15,840

 

 

$

(5,952

)

 

$

9,888

 

 

$

7,200

 

 

$

(3,683

)

 

$

3,517

 

Other comprehensive income before

   reclassifications

 

 

3,709

 

 

 

 

 

 

3,709

 

 

 

4,984

 

 

 

 

 

 

4,984

 

Amounts reclassified from accumulated other

   comprehensive income (loss)

 

 

 

 

 

57

 

 

 

57

 

 

 

(8

)

 

 

116

 

 

 

108

 

Net current-period other comprehensive income

 

 

3,709

 

 

 

57

 

 

 

3,766

 

 

 

4,976

 

 

 

116

 

 

 

5,092

 

Ending balance

 

$

19,549

 

 

$

(5,895

)

 

$

13,654

 

 

$

12,176

 

 

$

(3,567

)

 

$

8,609

 

(a)

Amounts in parentheses indicate debits on the Consolidated Balance Sheets.

The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss).

 

 

Amount Reclassified from

Accumulated Other Comprehensive

Income (Loss) (a)

 

 

 

Details about Accumulated Other

Comprehensive Income (Loss)

Components

 

For the Three

months ended

June 30, 2020

 

 

For the Three

months ended

June 30, 2019

 

 

Affected Line Item in the

Statement Where Net Income is

Presented

Unrealized gains on available-for-sale securities

 

$

 

 

$

10

 

 

Net gain (loss) on sale

   of securities

Tax effect

 

 

 

 

 

(2

)

 

Income tax expense

 

 

 

 

 

 

8

 

 

 

Amortization of defined benefit pension items

 

 

 

 

 

 

 

 

 

 

Actuarial gains/(losses) (b)

 

 

(72

)

 

 

(147

)

 

Other operating expenses

Tax effect

 

 

15

 

 

 

31

 

 

Income tax expense

 

 

 

(57

)

 

 

(116

)

 

 

Total reclassifications for the period

 

$

(57

)

 

$

(108

)

 

 

 

(a)

Amounts in parentheses indicate expenses/losses and other amounts indicate income/benefit.

(b)

These accumulated other comprehensive income components are included in the computation of net periodic pension cost.

 

Page 25


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax.tax for the six month periods ended June 30, 2021 and June 30, 2020.

 

 

For the Six-Month Period Ended

 

 

For the Six-Month Period Ended

 

 

June 30, 2020(a)

 

 

June 30, 2019(a)

 

 

Unrealized

Gains and

Losses on

Available-for-

Sale

Securities

 

 

Defined

Benefit

Pension

Items

 

 

Total

 

 

Unrealized

Gains and

Losses on

Available-for-

Sale

Securities

 

 

Defined

Benefit

Pension

Items

 

 

Total

 

 

Unrealized

Gains and

(Losses) on

Available-for-

Sale

Securities (a)

 

 

Defined

Benefit

Pension

Items (a)

 

 

Total (a)

 

 

Unrealized

Gains and

(Losses) on

Available-for-

Sale

Securities (a)

 

 

Defined

Benefit

Pension

Items (a)

 

 

Total (a)

 

Beginning balance

 

$

12,883

 

 

$

(6,009

)

 

$

6,874

 

 

$

2,347

 

 

$

(3,799

)

 

$

(1,452

)

 

$

21,447

 

 

$

(6,828

)

 

$

14,619

 

 

$

12,883

 

 

$

(6,009

)

 

$

6,874

 

Other comprehensive income before

reclassifications

 

 

6,666

 

 

 

 

 

 

6,666

 

 

 

9,840

 

 

 

 

 

 

9,840

 

 

 

(3,057

)

 

 

 

 

 

(3,057

)

 

 

6,666

 

 

 

 

 

 

6,666

 

Amounts reclassified from accumulated other

comprehensive income (loss)

 

 

 

 

 

114

 

 

 

114

 

 

 

(11

)

 

 

232

 

 

 

221

 

Amounts reclassified from accumulated other

comprehensive income

 

 

2

 

 

 

129

 

 

 

131

 

 

 

 

 

 

114

 

 

 

114

 

Net current-period other comprehensive income

 

 

6,666

 

 

 

114

 

 

 

6,780

 

 

 

9,829

 

 

 

232

 

 

 

10,061

 

 

 

(3,055

)

 

 

129

 

 

 

(2,926

)

 

 

6,666

 

 

 

114

 

 

 

6,780

 

Ending balance

 

$

19,549

 

 

$

(5,895

)

 

$

13,654

 

 

$

12,176

 

 

$

(3,567

)

 

$

8,609

 

 

$

18,392

 

 

$

(6,699

)

 

$

11,693

 

 

$

19,549

 

 

$

(5,895

)

 

$

13,654

 

 

(a)Amounts in parentheses indicate debits on the Consolidated Balance Sheets

Amounts in parentheses indicate debits on the Consolidated Balance Sheets.

 

The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss). for the six month periods ended June 30, 2021 and June 30, 2020.

 

 

Amount Reclassified from

Accumulated Other Comprehensive

Income (Loss) (a)

 

 

 

Details about Accumulated Other

Comprehensive Income (Loss)

Components

 

For the Six

months ended

June 30, 2020

 

 

For the Six

months ended

June 30, 2019

 

 

Affected Line Item in the

Statement Where Net Income is

Presented

 

Amount Reclassified from

Accumulated Other Comprehensive

Income (Loss) (a)

 

 

Affected Line Item in the

Statement Where Net Income is

Presented

Unrealized gains on available-for-sale securities

 

$

 

 

$

14

 

 

Net gain (loss) on sale

   of securities

Unrealized losses on available-for-sale securities

 

$

(2

)

 

$

 

 

Net gain (loss) on sale

   of securities

Tax effect

 

 

 

 

 

(3

)

 

Income tax expense

 

 

 

 

 

 

 

Income tax expense

 

 

 

 

 

11

 

 

 

 

 

(2

)

 

 

 

 

 

Amortization of defined benefit pension items

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actuarial gains/(losses) (b)

 

 

(145

)

 

 

(294

)

 

Other operating expenses

 

 

(163

)

 

 

(145

)

 

Other operating expenses

Tax effect

 

 

31

 

 

 

62

 

 

Income tax expense

 

 

34

 

 

 

31

 

 

Income tax expense

 

 

(114

)

 

 

(232

)

 

 

 

 

(129

)

 

 

(114

)

 

 

Total reclassifications for the period

 

$

(114

)

 

$

(221

)

 

 

 

$

(131

)

 

$

(114

)

 

 

 

(a)

Amounts in parentheses indicate expenses/losses and other amounts indicate income/benefit.

(b)

These accumulated other comprehensive income components are included in the computation of net periodic pension cost.

(7) Goodwill and Intangible Assets

There was no change in the carrying amount of goodwill of $76,851 for the periods ended June 30, 2021 and December 31, 2020.

Acquired intangible assets, other than goodwill, as of June 30, 2021 and December 31, 2020 were as follows:

 

 

2021

 

 

2020

 

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

Amortized intangible assets(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core deposit intangibles

 

$

8,527

 

 

$

3,143

 

 

$

5,384

 

 

$

8,527

 

 

$

2,698

 

 

$

5,829

 

Total amortized intangible assets

 

$

8,527

 

 

$

3,143

 

 

$

5,384

 

 

$

8,527

 

 

$

2,698

 

 

$

5,829

 

Page 25


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(1)

Excludes fully amortized intangible assets.  Certain fully amortized assets were removed from the 2020 presentation.

Aggregate core deposit intangible amortization expense was $223, $228, $445 and $459 for the three- and six-months ended June 30, 2021 and 2020, respectively.

Activity for mortgage servicing rights (MSRs) and the related valuation allowance as of June 30, 2021 and March 31, 2020 were as follows:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Loan Servicing Rights:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at Beginning of Period

 

$

2,224

 

 

$

1,556

 

 

$

2,246

 

 

$

1,562

 

Additions

 

 

204

 

 

 

437

 

 

 

398

 

 

 

543

 

Disposals

 

 

 

 

 

 

 

 

 

 

 

 

Amortized to expense

 

 

(148

)

 

 

(155

)

 

 

(292

)

 

 

(226

)

Other charges

 

 

 

 

 

 

 

 

 

 

 

 

Change in valuation allowance

 

 

465

 

 

 

(121

)

 

 

393

 

 

 

(162

)

Balance at End of Period

 

$

2,745

 

 

$

1,717

 

 

$

2,745

 

 

$

1,717

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Valuation allowance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at Beginning of Period

 

$

276

 

 

$

143

 

 

$

204

 

 

$

102

 

Additions expensed

 

 

 

 

 

121

 

 

 

72

 

 

 

162

 

Reductions credited to operations

 

 

(465

)

 

 

 

 

 

(465

)

 

 

 

Direct write-offs

 

 

 

 

 

 

 

 

 

 

 

 

Balance at End of Period

 

$

(189

)

 

$

264

 

 

$

(189

)

 

$

264

 

Estimated amortization expense for each of the next five years and thereafter is as follows:

 

 

MSRs

 

 

Core deposit

intangibles

 

 

Total

 

2021

 

$

67

 

 

$

445

 

 

$

512

 

2022

 

 

133

 

 

 

868

 

 

 

1,001

 

2023

 

 

132

 

 

 

841

 

 

 

973

 

2024

 

 

131

 

 

 

804

 

 

 

935

 

2025

 

 

131

 

 

 

708

 

 

 

839

 

Thereafter

 

 

2,151

 

 

 

1,718

 

 

 

3,869

 

 

 

$

2,745

 

 

$

5,384

 

 

$

8,129

 

(8) Short-Term and Other Borrowings

Short-term and other borrowings, which consist of federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings, are summarized as follows:

At June 30, 2021

At December 31, 2020

Federal Funds

Purchased

Short-term

Borrowings

Federal Funds

Purchased

Short-term

Borrowings

Outstanding balance

$

$

$

$

Interest rate on balance

Page 26


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

(7) Goodwill and Intangible Assets

There was no change in the carrying amount of goodwill of $76,851 for the periods ended June 30, 2020 and December 31, 2019.

Acquired intangible assets, other than goodwill, as of June 30, 2020 and December 31, 2019 were as follows:

 

 

 

2020

 

 

2019

 

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

Amortized intangible assets(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core deposit intangibles

 

$

14,792

 

 

$

8,508

 

 

$

6,284

 

 

$

14,792

 

 

$

8,049

 

 

$

6,743

 

Total amortized intangible assets

 

$

14,792

 

 

$

8,508

 

 

$

6,284

 

 

$

14,792

 

 

$

8,049

 

 

$

6,743

 

(1)

Excludes fully amortized intangible assets

Aggregate core deposit intangible amortization expense was $228, $235, $459 and $475 for the three and six months ended June 30, 2020 and 2019, respectively.

Activity for mortgage servicing rights (MSRs) and the related valuation allowance as of June 30, 2020 and December 31, 2019 were as follows:

 

 

2020

 

 

2019

 

Loan Servicing Rights:

 

 

 

 

 

 

 

 

Beginning of year

 

$

1,562

 

 

$

1,664

 

Additions

 

 

543

 

 

 

247

 

Disposals

 

 

 

 

 

 

Amortized to expense

 

 

(226

)

 

 

(247

)

Other charges

 

 

 

 

 

 

Change in valuation allowance

 

 

(162

)

 

 

(102

)

End of year

 

$

1,717

 

 

$

1,562

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Valuation allowance:

 

 

 

 

 

 

 

 

Beginning of year

 

$

102

 

 

$

 

Additions expensed

 

 

162

 

 

 

102

 

Reductions credited to operations

 

 

 

 

 

 

Direct write-offs

 

 

 

 

 

 

End of year

 

$

264

 

 

$

102

 

Estimated amortization expense for each of the next five years and thereafter is as follows:

 

 

MSRs

 

 

Core deposit

intangibles

 

 

Total

 

2020

 

$

52

 

 

$

455

 

 

$

507

 

2021

 

 

104

 

 

 

891

 

 

 

995

 

2022

 

 

104

 

 

 

868

 

 

 

972

 

2023

 

 

103

 

 

 

841

 

 

 

944

 

2024

 

 

102

 

 

 

804

 

 

 

906

 

Thereafter

 

 

1,252

 

 

 

2,425

 

 

 

3,677

 

 

 

$

1,717

 

 

$

6,284

 

 

$

8,001

 

Page 27


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(8) Short-Term and Other Borrowings

Short-term borrowings, which consist of federal funds purchased and other short-term borrowings, are included in Short-term Federal Home Loan Bank advances on the Consolidated Balance Sheets and are summarized as follows:

 

 

At June 30, 2020

 

 

At June 30, 2019

 

 

 

Federal Funds

Purchased

 

 

Short-term

Borrowings

 

 

Federal Funds

Purchased

 

 

Short-term

Borrowings

 

Outstanding balance

 

$

 

 

$

 

 

$

 

 

$

121,300

 

Interest rate on balance

 

 

 

 

 

 

 

 

 

 

 

2.46

%

Maximum indebtedness

 

 

37,000

 

 

 

102,700

 

 

 

 

 

 

192,700

 

Average balance

 

 

305

 

 

 

16,391

 

 

 

 

 

 

102,108

 

Average rate paid

 

 

1.98

%

 

 

1.64

%

 

 

 

 

 

2.51

%

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2021

 

 

2020

 

 

2020

 

 

2021

 

 

2021

 

 

2020

 

 

2020

 

 

 

Federal Funds

Purchased

 

 

Short-term

Borrowings

 

 

Federal Funds

Purchased

 

 

Short-term

Borrowings

 

 

Federal Funds

Purchased

 

 

Short-term

Borrowings

 

 

Federal Funds

Purchased

 

 

Short-term

Borrowings

 

Maximum

   indebtedness

 

$

 

 

$

 

 

$

 

 

$

3,100

 

 

$

 

 

$

 

 

$

37,000

 

 

$

102,700

 

Average balance

 

 

 

 

 

 

 

 

 

 

 

34

 

 

 

 

 

 

 

 

 

305

 

 

 

16,391

 

Average rate paid

 

 

 

 

 

 

 

 

 

 

 

0.30

%

 

 

 

 

 

 

 

 

1.98

%

 

 

1.64

%

 

Average balance during the period represents daily averages. Average rate paid represents interest expense divided by the related average balances.

These borrowing transactions can range from overnight to six months in maturity. The average maturity was one day at December 31, 2019.

Other borrowings consist of the Paycheck Protection Program Lending Facility (“PPPLF”).  The PPPLF is intended to facilitate lending, by eligible borrowers, to small businesses under the PPP of the CARES Act.  Under the PPPLF, the Federal Reserve Banks will lend to eligible borrowers on a non-recourse basis, taking PPP loans as collateral.  During the second quarter of 2020, the Company borrowed $183,695 under the PPPLF.  The maturity date of the PPPLF borrowing will equal the maturity date of the PPP loans pledged to secure the borrowing.  The rate paid on the borrowing is at 0.35%.June 30, 2021.

Securities sold under agreements to repurchase are used to facilitate the needs of our customers as well as to facilitate our short-term funding needs. Securities sold under repurchase agreements are carried at the amount of cash received in association with the agreement. We continuously monitor the collateral levels and may be required, from time to time, to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agents.

The following table presents detail regarding the securities pledged as collateral under repurchase agreements as of June 30, 20202021 and December 31, 2019.2020. All of the repurchase agreements are overnight agreements.

 

 

June 30, 2020

 

 

December 31, 2019

 

 

June 30, 2021

 

 

December 31, 2020

 

Securities pledged for repurchase agreements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

917

 

 

$

810

 

 

$

7,306

 

 

$

899

 

Obligations of U.S. government agencies

 

 

22,691

 

 

 

17,864

 

 

 

17,610

 

 

 

28,015

 

Total securities pledged

 

$

23,608

 

 

$

18,674

 

 

$

24,916

 

 

$

28,914

 

Gross amount of recognized liabilities for repurchase

agreements

 

$

23,608

 

 

$

18,674

 

 

$

24,916

 

 

$

28,914

 

Amounts related to agreements not included in offsetting

disclosures above

 

$

 

 

$

 

 

$

0

 

 

$

0

 

 

Page 2827


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

(9) Earnings per Common Share

The Company has granted restricted stock awards with non-forfeitable rights, which are considered participating securities.  Accordingly, earnings per share is computed using the two-class method as required by ASC 260-10-45.  Basic earnings per common share are computed as net income available to common shareholders divided by the weighted average number of common shares outstanding during the period.period, which excludes the participating securities. Diluted earnings per common share include the dilutive effect, if any, of additional potential common shares issuable under the Company’s equity incentive plan, computed using the treasury stock method, and the impact of the Company’s convertible preferred shares using the “if converted” method.

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

6,504

 

 

$

8,661

 

 

$

14,337

 

 

$

18,330

 

Preferred stock dividends

 

 

 

 

 

164

 

 

 

 

 

 

328

 

Net income available to common shareholders—basic

 

$

6,504

 

 

$

8,497

 

 

$

14,337

 

 

$

18,002

 

Weighted average common shares outstanding—basic

 

 

16,044,125

 

 

 

15,628,537

 

 

 

16,280,935

 

 

 

15,618,154

 

Basic earnings per common share

 

$

0.41

 

 

$

0.54

 

 

$

0.88

 

 

$

1.15

 

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common shareholders—basic

 

$

6,504

 

 

$

8,497

 

 

$

14,337

 

 

$

18,002

 

Preferred stock dividends

 

 

 

 

 

164

 

 

 

0

 

 

 

328

 

Net income available to common shareholders—diluted

 

$

6,504

 

 

$

8,661

 

 

$

14,337

 

 

$

18,330

 

Weighted average common shares outstanding for basic

   earnings per common share

 

 

16,044,125

 

 

 

15,628,537

 

 

 

16,280,935

 

 

 

15,618,154

 

Add: Dilutive effects of convertible preferred shares

 

 

 

 

 

1,294,175

 

 

 

 

 

 

1,294,175

 

Average shares and dilutive potential common shares

   outstanding—diluted

 

 

16,044,125

 

 

 

16,922,712

 

 

 

16,280,935

 

 

 

16,912,329

 

Diluted earnings per common share

 

$

0.41

 

 

$

0.51

 

 

$

0.88

 

 

$

1.08

 

For  The Company had 0 dilutive securities for the three- and six-month periodssix-months ended June 30, 2019, there were 1,294,175 of average dilutive shares related to the Company’s convertible preferred shares.  Under the “if converted” method, all convertible preferred shares are assumed to be converted into common shares at the corresponding conversion rate. These additional shares are then added to the common shares outstanding to calculate diluted2021 and 2020.

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

9,164

 

 

$

6,504

 

 

$

19,922

 

 

$

14,337

 

Less allocation of earnings and dividends to participating securities

 

 

42

 

 

 

22

 

 

 

76

 

 

 

38

 

Net income available to common shareholders—basic

 

$

9,122

 

 

$

6,482

 

 

$

19,846

 

 

$

14,299

 

Weighted average common shares outstanding

 

 

15,602,329

 

 

 

16,044,125

 

 

 

15,734,226

 

 

 

16,280,935

 

Less average participating securities

 

 

72,563

 

 

 

54,274

 

 

 

59,995

 

 

 

43,693

 

Weighted average number of shares outstanding used in the calculation of basic earnings per common share

 

 

15,529,766

 

 

 

15,989,851

 

 

 

15,674,231

 

 

 

16,237,242

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.59

 

 

$

0.41

 

 

$

1.27

 

 

$

0.88

 

Diluted

 

 

0.59

 

 

 

0.41

 

 

 

1.27

 

 

 

0.88

 

The presentation for earnings per share. Effective December 20, 2019,common share for prior periods was revised to present under the Company redeemed all convertible preferred shares and corresponding depositary shares that remained outstanding.

Page 29


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, excepttwo-class method.  Earnings per common share data)for prior periods was not impacted.

 

(10) Commitments, Contingencies and Off-Balance Sheet Risk

Some financial instruments, such as loan commitments, credit lines, letters of credit and overdraft protection, are issued to meet customers’ financing needs. These are agreements to provide credit or to support the credit of others, as long as the conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk of credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of commitment. The contractual amounts of financial instruments with off-balance-sheet risk were as follows forat June 30, 20202021 and December 31, 2019:2020:

 

 

Contract Amount

 

 

Contract Amount

 

 

June 30, 2020

 

 

December 31, 2019

 

 

June 30, 2021

 

 

December 31, 2020

 

 

Fixed Rate

 

 

Variable

Rate

 

 

Fixed Rate

 

 

Variable

Rate

 

 

Fixed Rate

 

 

Variable

Rate

 

 

Fixed Rate

 

 

Variable

Rate

 

Commitment to extend credit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lines of credit and construction loans

 

$

10,291

 

 

$

431,564

 

 

$

15,155

 

 

$

396,516

 

 

$

33,617

 

 

$

465,458

 

 

$

38,474

 

 

$

427,864

 

Overdraft protection

 

 

6

 

 

 

41,231

 

 

 

5

 

 

 

37,286

 

 

 

7

 

 

 

42,608

 

 

 

6

 

 

 

41,707

 

Letters of credit

 

 

600

 

 

 

886

 

 

 

624

 

 

 

776

 

 

 

615

 

 

 

885

 

 

 

615

 

 

 

986

 

 

$

10,897

 

 

$

473,681

 

 

$

15,784

 

 

$

434,578

 

 

$

34,239

 

 

$

508,951

 

 

$

39,095

 

 

$

470,557

 

 

Commitments to make loans are generally made for a period of one year or less. Fixed rate loan commitments included in the table above had interest rates ranging from 3.50% to 8.00% at June 30, 20202021 and from 4.50%3.50% to 8.50%8.00% at December 31, 2019.2020. Maturities extend up to 30 years.

Civista is required to maintain certain reserve balances on hand in accordance with the Federal Reserve Board requirements. The reserve balance maintained in accordance with such requirements was $0 on June 30, 20202021 and $7,127 on December 31, 2019. Such amounts are included within cash and due from financial institutions on the2020.

Page 28


Civista Bancshares, Inc.

Notes to Interim Consolidated Balance Sheet.Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(11) Pension Information

The Company sponsors a pension plan which is a noncontributory defined benefit retirement plan. Annual payments, subject to the maximum amount deductible for federal income tax purposes, are made to a pension trust fund. In 2006, the Company amended the pension plan to provide that no employee could be added as a participant to the pension plan after December 31, 2006. In 2014, the Company amended the pension plan again to provide that 0 additional benefits would accrue beyond April 30, 2014.

Net periodic pension cost was as follows:

 

 

Three months ended

 

 

Six Months Ended

 

 

Three months ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

��

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Service cost

 

$

 

 

$

 

 

$

 

 

$

 

 

$

0

 

 

$

0

 

 

$

0

 

 

$

0

 

Interest cost

 

 

121

 

 

 

128

 

 

 

242

 

 

 

256

 

 

 

95

 

 

 

121

 

 

 

190

 

 

 

242

 

Expected return on plan assets

 

 

(187

)

 

 

(256

)

 

 

(374

)

 

 

(512

)

 

 

(160

)

 

 

(187

)

 

 

(320

)

 

 

(374

)

Other components

 

 

72

 

 

 

147

 

 

 

145

 

 

 

294

 

 

 

81

 

 

 

72

 

 

 

163

 

 

 

145

 

Net periodic pension cost

 

$

6

 

 

$

19

 

 

$

13

 

 

$

38

 

 

$

16

 

 

$

6

 

 

$

33

 

 

$

13

 

 

The Company does 0t expect to make any contribution to its pension plan in 2020.2021. The Company made 0 contribution to its pension plan in 2019.

Page 30


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)2020.

 

(12) Equity Incentive Plan

At the Company’s 2014 annual meeting, the shareholders adopted the Company’s 2014 Incentive Plan (“2014 Incentive Plan”). The 2014 Incentive Plan authorizes the Company to grant options, stock awards, stock units and other awards for up to 375,000 common shares of the Company. There were 198,756151,892 shares available for future grants under this plan at June 30, 2020.2021.

NaN options were granted under the 2014 Incentive Plan during the periods ended June 30, 20202021 and 2019.2020.

 

Each year, the Board of Directors has awarded restricted common shares to senior officers of the Company. The restricted shares vest ratably over a three-year period following the grant date. The product of the number of restricted shares granted and the grant date market price of the Company’s common shares determines the fair value of restricted shares awarded under the Company’s 2014 Incentive Plan. Management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period for the entire award.

On May 21, 2019,28, 2021, directors of the Company’s banking subsidiary, Civista, were paid a retainer in the form of non-restricted common shares of the Company. The aggregate of 8,9468,792 common shares were issued to Civista directors as payment of their retainer for their service on the Civista Board of Directors covering the period up to the 20202022 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $196.

On May 21, 2020, directors of the Company’s banking subsidiary, Civista, were paid a retainer in the form of non-restricted common shares of the Company. The aggregate of 14,266 common shares were issued to Civista directors as payment of their retainer for their service on the Civista Board of Directors covering the period up to the 2021 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $196.

The Company classifies share-based compensation for employees with “Compensation expense” in the Consolidated Statements of Operations.

The following is a summary of the Company’s outstanding restricted shares and changes therein for the three- and six-month periods ended June 30, 2020:2021:

 

 

Three months ended

 

 

Six Months Ended

 

 

Three months ended

 

 

Six Months Ended

 

 

June 30, 2020

 

 

June 30, 2020

 

 

June 30, 2021

 

 

June 30, 2021

 

 

Number of

Restricted

Shares

 

 

Weighted

Average Grant

Date Fair Value

 

 

Number of

Restricted

Shares

 

 

Weighted

Average Grant

Date Fair Value

 

 

Number of

Restricted

Shares

 

 

Weighted

Average Grant

Date Fair Value

 

 

Number of

Restricted

Shares

 

 

Weighted

Average Grant

Date Fair Value

 

Nonvested at beginning of period

 

 

54,274

 

 

$

20.90

 

 

 

44,027

 

 

$

20.48

 

 

 

73,138

 

 

$

20.13

 

 

 

54,274

 

 

$

20.90

 

Granted

 

 

 

 

 

 

 

 

26,979

 

 

 

21.26

 

 

 

0

 

 

 

0

 

 

 

39,139

 

 

 

19.17

 

Vested

 

 

 

 

 

 

 

 

(16,732

)

 

 

20.36

 

 

 

0

 

 

 

0

 

 

 

(20,275

)

 

 

20.35

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,067

)

 

 

19.56

 

 

 

(1,067

)

 

 

19.56

 

Nonvested at end of period

 

 

54,274

 

 

$

20.90

 

 

 

54,274

 

 

$

20.90

 

 

 

72,071

 

 

$

20.13

 

 

 

72,071

 

 

$

20.13

 

The following is a summary of the status of the Company’s outstanding restricted shares as of June 30, 2020:

At June 30, 2020

 

Date of Award

 

Shares

 

 

Remaining Expense

 

 

Remaining Vesting

Period (Years)

 

January 15, 2016

 

 

2,056

 

 

$

10

 

 

 

0.50

 

March 20, 2017

 

 

2,388

 

 

 

37

 

 

 

1.50

 

April 10, 2018

 

 

2,643

 

 

 

23

 

 

 

0.50

 

April 10, 2018

 

 

4,670

 

 

 

77

 

 

 

2.50

 

March 14, 2019

 

 

6,796

 

 

 

95

 

 

 

1.50

 

March 14, 2019

 

 

8,742

 

 

 

139

 

 

 

3.50

 

March 13, 2020

 

 

12,982

 

 

 

242

 

 

 

2.50

 

March 13, 2020

 

 

13,997

 

 

 

226

 

 

 

4.50

 

 

 

 

54,274

 

 

$

849

 

 

 

2.80

 

During the six months ended June 30, 2020, the Company recorded $223 of share-based compensation expense and $196 of director retainer fees for shares granted under the 2014 Incentive Plan. At June 30, 2020, the total compensation cost related to

Page 3129


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

The following is a summary of the status of the Company’s outstanding restricted shares as of June 30, 2021:

At June 30, 2021

 

Date of Award

 

Shares

 

 

Remaining Expense

 

 

Remaining Vesting

Period (Years)

 

March 20, 2017

 

 

1,198

 

 

$

14

 

 

 

0.50

 

April 10, 2018

 

 

3,114

 

 

 

46

 

 

 

1.50

 

March 14, 2019

 

 

3,401

 

 

 

32

 

 

 

0.50

 

March 14, 2019

 

 

6,560

 

 

 

99

 

 

 

2.50

 

March 14, 2020

 

 

9,139

 

 

 

135

 

 

 

1.50

 

March 14, 2020

 

 

10,390

 

 

 

172

 

 

 

3.50

 

March 3, 2021

 

 

16,277

 

 

 

259

 

 

 

4.50

 

March 3, 2021

 

 

21,992

 

 

 

364

 

 

 

2.50

 

 

 

 

72,071

 

 

$

1,121

 

 

 

2.80

 

The Company recorded $135 and $99, of share-based compensation expense during the three months ended June 30, 2021 and 2020, respectively.  During the six months ended June 30, 2021 and 2020, $260 and $223 of share-based compensation expense was recorded, respectively. The Company recorded $196 of director retainer fees for shares granted under the 2014 Incentive Plan during the three months ended June 30, 2021. At June 30, 2021, the total compensation cost related to unvested awards not yet recognized is $849,$1,121, which is expected to be recognized over the weighted average remaining life of the grants of 2.80 years.

(13) Fair Value Measurement

The Company uses a fair value hierarchy to measure fair value. This hierarchy describes three levels of inputs that may be used to measure fair value.value: Level 1: Quoted prices for identical assets in active markets that are identifiable on the measurement date; Level 2: Significant other observable inputs, such as quoted prices for similar assets, quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data; and Level 3: Significant unobservable inputs that reflect the Company’s own view about the assumptions that market participants would use in pricing an asset.

Debt securities: The fair values of securities available for sale are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

Equity securities: The Company’s equity securities are not actively traded in an open market. The fair value of these equity security available for sale not actively traded in an open market is determined by using market data inputs for similar securities that are observable (Level 2 inputs).

The fair value of the swap asset/liability: The fair value of the swap asset and liability is based on an external derivative model using data inputs based on similar transactions as of the valuation date and classified Level 2. The changes in fair value of these assets/liabilities had no impact on net income or comprehensive income.

Mortgage servicing rights: Mortgage servicing rights do not trade in an active market with readily observable market data. As a result, the Company estimates the fair value of mortgage servicing rights by using a discounted cash flow model to calculate the present value of estimated future net servicing income. The Company stratifies its mortgage servicing portfolio on the basis of loan type. The assumptions used in the discounted cash flow model are those that the Company believes market participants would use in estimating future net servicing income. Significant assumptions in the valuation of mortgage servicing rights include estimated loan repayment rates, the discount rate, servicing costs, and the timing of cash flows, among other factors. Mortgage servicing rights are classified as Level 3 measurements due to the use of significant unobservable inputs, as well as significant management judgment and estimation.

Impaired loans: The Company has measured impairment on impaired loans based on the discounted cash flows of the loan or the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties. In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. Additionally, management makes estimates about expected costs to sell the property which are also included in the net realizable value. If the fair value of the

Page 30


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

collateral dependent loan is less than the carrying amount of the loan, a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included as a Level 3 measurement. If the fair value of the collateral exceeds the carrying amount of the loan, then the loan is not included in the table below as it is not currently being carried at its fair value.

Assets and liabilities measured at fair value are summarized in the table below.

 

 

Fair Value Measurements at June 30, 2020 Using:

 

 

Fair Value Measurements at June 30, 2021 Using:

 

Assets:

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets measured at fair value on a recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of U.S.

Government agencies

 

$

 

 

$

19,500

 

 

$

 

 

$

 

 

$

56,403

 

 

$

 

Obligations of states and political subdivisions

 

 

 

 

 

224,319

 

 

 

 

 

 

 

 

 

237,969

 

 

 

 

Mortgage-backed securities in government sponsored

entities

 

 

 

 

 

124,564

 

 

 

 

 

 

 

 

 

163,432

 

 

 

 

Total securities available for sale

 

 

 

 

 

368,383

 

 

 

 

 

 

 

 

 

457,804

 

 

 

 

Equity securities

 

 

 

 

 

798

 

 

 

 

 

 

 

 

 

1,027

 

 

 

 

Swap asset

 

 

 

 

 

25,719

 

 

 

 

 

 

 

 

 

14,521

 

 

 

 

Liabilities measured at fair value on a recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swap liability

 

$

 

 

$

25,719

 

 

$

 

 

$

 

 

$

14,563

 

 

$

 

Assets measured at fair value on a nonrecurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage Servicing Rights

 

$

 

 

$

 

 

$

2,745

 

Impaired loans

 

 

 

 

 

 

 

 

11

 

 

 

Fair Value Measurements at December 31, 2020 Using:

 

Assets:

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets measured at fair value on a recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of U.S.

   Government agencies

 

$

 

 

$

21,693

 

 

$

 

Obligations of states and political subdivisions

 

 

 

 

 

229,012

 

 

 

 

Mortgage-backed securities in government

   sponsored entities

 

 

 

 

 

112,759

 

 

 

 

Total securities available for sale

 

 

 

 

 

363,464

 

 

 

 

Equity securities

 

 

 

 

 

886

 

 

 

 

Swap asset

 

 

 

 

 

21,700

 

 

 

 

Liabilities measured at fair value on a recurring

   basis:

 

 

 

 

 

 

 

 

 

 

 

 

Swap liability

 

 

 

 

 

21,764

 

 

 

 

Assets measured at fair value on a nonrecurring

   basis:

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage Servicing Rights

 

$

 

 

$

 

 

$

2,246

 

Impaired loans

 

 

 

 

 

 

 

 

1

 

Other real estate owned

 

 

 

 

 

 

 

 

31

 

Page 31


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following tables present quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis as of June 30, 2021 and December 31, 2020.

 

 

Quantitative Information about Level 3 Fair Value Measurements

 

June 30, 2021

 

Fair Value

 

 

Valuation Technique

 

Unobservable Input

 

Range

 

 

Weighted Average

 

Impaired loans

 

$

11

 

 

Appraisal of collateral

 

Appraisal adjustments

 

10%

 

 

10%

 

 

 

 

 

 

 

 

 

Holding period

 

24 Months

 

 

24 Months

 

Mortgage Servicing

   Rights

 

$

2,745

 

 

Discounted Cash Flow

 

Constant Prepayment Rate

 

9.5% - 30%

 

 

17%

 

 

 

 

 

 

 

 

 

Discount Rate

 

12%

 

 

12%

 

 

 

Quantitative Information about Level 3 Fair Value Measurements

 

December 31, 2020

 

Fair Value

 

 

Valuation Technique

 

Unobservable Input

 

Range

 

 

Weighted Average

 

Impaired loans

 

$

1

 

 

Appraisal of collateral

 

Appraisal adjustments

 

0% - 30%

 

 

19%

 

 

 

 

 

 

 

 

 

Holding period

 

23 months

 

 

23 months

 

Other real estate owned

 

$

31

 

 

Appraisal of collateral

 

Appraisal adjustments

 

10%

 

 

10%

 

Mortgage Servicing

   Rights

 

$

2,246

 

 

Discounted Cash Flow

 

Constant Prepayment Rate

 

12% - 50%

 

 

22%

 

 

 

 

 

 

 

 

 

Discount Rate

 

12%

 

 

12%

 

The carrying amount and fair values of financial instruments not measured at fair value on a recurring or nonrecurring basis at June 30, 2021 are as follows:

June 30, 2021

 

Carrying

Amount

 

 

Total

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from financial institutions

 

$

245,306

 

 

$

245,306

 

 

$

245,306

 

 

$

 

 

$

 

Other securities

 

 

20,537

 

 

 

20,537

 

 

 

20,537

 

 

 

 

 

 

 

Loans, held for sale

 

 

6,618

 

 

 

6,751

 

 

 

6,751

 

 

 

 

 

 

 

Loans, net of allowance

 

 

1,992,999

 

 

 

2,015,558

 

 

 

 

 

 

 

 

 

2,015,558

 

Bank owned life insurance

 

 

46,467

 

 

 

46,467

 

 

 

46,467

 

 

 

 

 

 

 

Accrued interest receivable

 

 

8,123

 

 

 

8,123

 

 

 

8,123

 

 

 

 

 

 

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonmaturing deposits

 

 

2,143,535

 

 

 

2,143,535

 

 

 

2,143,535

 

 

 

 

 

 

 

Time deposits

 

 

259,457

 

 

 

260,455

 

 

 

 

 

 

 

 

 

260,455

 

Long-term FHLB advances

 

 

75,000

 

 

 

80,862

 

 

 

 

 

 

 

 

 

80,862

 

Securities sold under agreement to repurchase

 

 

24,916

 

 

 

24,916

 

 

 

24,916

 

 

 

 

 

 

 

Subordinated debentures

 

 

29,427

 

 

 

29,986

 

 

 

 

 

 

 

 

 

29,986

 

Accrued interest payable

 

 

152

 

 

 

152

 

 

 

152

 

 

 

 

 

 

 

Page 32


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

 

 

Fair Value Measurements at December 31, 2019 Using:

 

Assets:

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets measured at fair value on a recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of U.S.

   Government agencies

 

$

 

 

$

19,601

 

 

$

 

Obligations of states and political subdivisions

 

 

 

 

 

206,034

 

 

 

 

Mortgage-backed securities in government

   sponsored entities

 

 

 

 

 

132,864

 

 

 

 

Total securities available for sale

 

 

 

 

 

358,499

 

 

 

 

Equity securities

 

 

 

 

 

1,191

 

 

 

 

Swap asset

 

 

 

 

 

8,918

 

 

 

 

Liabilities measured at fair value on a recurring

   basis:

 

 

 

 

 

 

 

 

 

 

 

 

Swap liability

 

 

 

 

 

8,918

 

 

 

 

Assets measured at fair value on a nonrecurring

   basis:

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

 

 

$

 

 

$

1

 

The following table presents quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at December 31, 2019.

 

 

Quantitative Information about Level 3 Fair Value Measurements

 

December 31, 2019

 

Fair Value

 

 

Valuation Technique

 

Unobservable Input

 

Range

 

Weighted Average

 

Impaired loans

 

$

1

 

 

Appraisal of collateral

 

Appraisal adjustments

 

30%

 

30%

 

 

 

 

 

 

 

 

 

Holding period

 

22 months

 

22 months

 

The carrying amount and fair values of financial instruments not measured at fair value on a recurring or nonrecurring basis at June 30, 2020 are as follows:

June 30, 2020

 

Carrying

Amount

 

 

Total

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from financial institutions

 

$

196,520

 

 

$

196,520

 

 

$

196,520

 

 

$

 

 

$

 

Other securities

 

 

20,537

 

 

 

20,537

 

 

 

20,537

 

 

 

 

 

 

 

Loans, held for sale

 

 

18,523

 

 

 

18,894

 

 

 

18,894

 

 

 

 

 

 

 

Loans, net of allowance

 

 

2,002,545

 

 

 

2,031,416

 

 

 

 

 

 

 

 

 

2,031,416

 

Bank owned life insurance

 

 

45,489

 

 

 

45,489

 

 

 

45,489

 

 

 

 

 

 

 

Accrued interest receivable

 

 

11,047

 

 

 

11,047

 

 

 

11,047

 

 

 

 

 

 

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonmaturing deposits

 

 

1,776,351

 

 

 

1,776,351

 

 

 

1,776,351

 

 

 

 

 

 

 

Time deposits

 

 

292,910

 

 

 

294,736

 

 

 

 

 

 

 

 

 

294,736

 

Long-term FHLB advances

 

 

125,000

 

 

 

129,753

 

 

 

 

 

 

 

 

 

129,753

 

Other borrowings

 

 

183,695

 

 

 

183,682

 

 

 

 

 

 

 

 

 

183,682

 

Securities sold under agreement to repurchase

 

 

23,608

 

 

 

23,608

 

 

 

23,608

 

 

 

 

 

 

 

Subordinated debentures

 

 

29,427

 

 

 

32,048

 

 

 

 

 

 

 

 

 

32,048

 

Accrued interest payable

 

 

240

 

 

 

240

 

 

 

240

 

 

 

 

 

 

 

Page 33


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The carrying amount and fair values of financial instruments not measured at fair value on a recurring or nonrecurring basis at December 31, 20192020 are as follows:

 

December 31, 2019

 

Carrying

Amount

 

 

Total

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

December 31, 2020

 

Carrying

Amount

 

 

Total

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from financial institutions

 

$

48,535

 

 

$

48,535

 

 

$

48,535

 

 

$

 

 

$

 

 

$

139,522

 

 

$

139,522

 

 

$

139,522

 

 

$

 

 

$

 

Other securities

 

 

20,280

 

 

 

20,280

 

 

 

20,280

 

 

 

 

 

 

 

 

 

20,537

 

 

 

20,537

 

 

 

20,537

 

 

 

 

 

 

 

Loans, held for sale

 

 

2,285

 

 

 

2,331

 

 

 

2,331

 

 

 

 

 

 

 

 

 

7,001

 

 

 

7,141

 

 

 

7,141

 

 

 

 

 

 

 

Loans, net of allowance

 

 

1,694,203

 

 

 

1,713,863

 

 

 

 

 

 

 

 

 

1,713,863

 

 

 

2,032,474

 

 

 

2,063,249

 

 

 

 

 

 

 

 

 

2,063,249

 

Bank owned life insurance

 

 

44,999

 

 

 

44,999

 

 

 

44,999

 

 

 

 

 

 

 

 

 

45,976

 

 

 

45,976

 

 

 

45,976

 

 

 

 

 

 

 

Accrued interest receivable

 

 

7,093

 

 

 

7,093

 

 

 

7,093

 

 

 

 

 

 

 

 

 

9,421

 

 

 

9,421

 

 

 

9,421

 

 

 

 

 

 

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonmaturing deposits

 

 

1,402,924

 

 

 

1,402,924

 

 

 

1,402,924

 

 

 

 

 

 

 

 

 

1,902,560

 

 

 

1,902,560

 

 

 

1,902,560

 

 

 

 

 

 

 

Time deposits

 

 

275,840

 

 

 

276,616

 

 

 

 

 

 

 

 

 

276,616

 

 

 

286,838

 

 

 

288,298

 

 

 

 

 

 

 

 

 

288,298

 

Short-term FHLB advances

 

 

101,500

 

 

 

101,500

 

 

 

101,500

 

 

 

 

 

 

 

Long-term FHLB advances

 

 

125,000

 

 

 

123,893

 

 

 

 

 

 

 

 

 

123,893

 

 

 

125,000

 

 

 

130,942

 

 

 

 

 

 

 

 

 

130,942

 

Securities sold under agreement to repurchase

 

 

18,674

 

 

 

18,674

 

 

 

18,674

 

 

 

 

 

 

 

 

 

28,914

 

 

 

28,914

 

 

 

28,914

 

 

 

 

 

 

 

Subordinated debentures

 

 

29,427

 

 

 

34,452

 

 

 

 

 

 

 

 

 

34,452

 

 

 

29,427

 

 

 

31,479

 

 

 

 

 

 

 

 

 

31,479

 

Accrued interest payable

 

 

277

 

 

 

277

 

 

 

277

 

 

 

 

 

 

 

 

 

204

 

 

 

204

 

 

 

204

 

 

 

 

 

 

 

 

(14) Derivatives

 

To accommodate customer need and to support the Company’s asset/liability positioning, on occasion we enter into interest rate swaps with a customer and a bank counterparty. The interest rate swaps are free-standing derivatives and are recorded at fair value. The Company enters into a floating rate loan and a fixed rate swap with our customer. Simultaneously, the Company enters into an offsetting fixed rate swap with a bank counterparty. In connection with each swap transaction, the Company agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on the same notional amount at a fixed interest rate. At the same time, the Company agrees to pay a bank counterparty the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. These transactions allow the Company’s customer to effectively convert variable rate loans to fixed rate loans. Since the Company acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts offset each other and do not significantly impact the Company’s results of operations. None of the Company’s derivatives are designated as hedging instruments.

 

The following table summarizes the Company’s interest rate swap positions as of June 30, 2020.2021.

 

 

Classification on the Consolidated Balance Sheet

 

Notional

Amount

 

 

Fair Value

 

 

Weighted

Average Rate

Received/(Paid)

 

 

Classification on the Consolidated Balance Sheet

 

Notional

Amount

 

 

Fair Value

 

Derivative Assets

 

Other Assets

 

$

219,075

 

 

$

25,719

 

 

 

4.61

%

 

Swap assets

 

$

242,087

 

 

$

14,521

 

Derivative Liabilities

 

Accrued expenses and other liabilities

 

 

(219,075

)

 

 

(25,719

)

 

 

-4.61

%

 

Swap liabilities

 

 

(242,087

)

 

 

(14,563

)

Net Exposure

 

 

 

$

 

 

$

 

 

 

 

 

 

 

 

$

0

 

 

$

(42

)

 

The following table summarizes the Company’s interest rate swap positions as of December 31, 2019.2020.

 

 

Classification on the Consolidated Balance Sheet

 

Notional

Amount

 

 

Fair Value

 

 

Weighted

Average Rate

Received/(Paid)

 

 

Classification on the Consolidated Balance Sheet

 

Notional

Amount

 

 

Fair Value

 

Derivative Assets

 

Other Assets

 

$

151,648

 

 

$

8,918

 

 

 

5.04

%

 

Swap assets

 

$

244,748

 

 

$

21,700

 

Derivative Liabilities

 

Accrued expenses and other liabilities

 

 

(151,648

)

 

 

(8,918

)

 

 

-5.04

%

 

Swap liabilities

 

 

(244,748

)

 

 

(21,764

)

Net Exposure

 

 

 

$

 

 

$

 

 

 

 

 

 

 

 

$

0

 

 

$

(64

)

 

The Company monitors and controls all derivative products with a comprehensive Board of Director approved commercial loan swap policy. All hedgeinterest rate swap transactions must be approved in advance by the Lenders Loan Committee or the Directors Loan Committee of the Board of Directors. The Company classifies changes in fair value of derivatives with “Other” in the Consolidated Statements of Operation.

At June 30, 2021, the Company had cash and securities with a fair value of $7,930 and $7,089, respectively, pledged for collateral on its interest rate swaps with third party financial institutions. At December 31, 2020, the Company had cash and

Page 33


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

securities with a fair value of $11,300 and $11,705, respectively, pledged as collateral.  Cash pledged for collateral on interest rate swaps is classified as restricted cash on the Consolidated Balance Sheet.

(15) Qualified Affordable Housing Project Investments

The Company invests in certain qualified affordable housing projects. At June 30, 2021 and December 31, 2020, the balance of the investment for qualified affordable housing projects was $11,506 and $11,911, respectively. These balances are reflected in the Other assets line on the Consolidated Balance Sheet. The unfunded commitments related to the investments in qualified affordable housing projects totaled $4,649 and $5,944 at June 30, 2021 and December 31, 2020, respectively. These balances are reflected in the Accrued expenses and other liabilities line on the Consolidated Balance Sheet.  Other assets and Accrued expenses and other liabilities were revised at December 31, 2020 to reflect the unfunded commitments of $5,944.

During the three months ended June 30, 2021 and 2020, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $202 and $164, respectively, offset by tax credits and other benefits from its investment in affordable housing tax credits of $338 and $301, respectively.  During the six months ended June 30, 2021 and 2020, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $405 and $333, respectively, offset by tax credits and other benefits from its investment in affordable housing tax credits of $676 and $584, respectively. During the three- and six-months ended June 30, 2021 and 2020, the Company did 0t incur any impairment losses related to its investments in qualified affordable housing projects.

Page 34


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

At June 30, 2020, the Company had cash and securities at fair value pledged for collateral on its interest rate swaps with third party financial institutions of $11,110 and $16,862, respectively. At December 31, 2019, securities with a fair value of $14,032 were pledged as collateral.

(15) Qualified Affordable Housing Project Investments

The Company invests in certain qualified affordable housing projects. At June 30, 2020 and December 31, 2019, the balance of the investment for qualified affordable housing projects was $5,353 and $5,154, respectively. These balances are reflected in the other assets line on the Consolidated Balance Sheet. The unfunded commitments related to the investments in qualified affordable housing projects totaled $4,885 and $5,417 at June 30, 2020 and December 31, 2019, respectively.

During the three months ended June 30, 2020 and 2019, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $164 and $133, respectively, offset by tax credits and other benefits from its investment in affordable housing tax credits of $301 and $276, respectively. During the six months ended June 30, 2020 and 2019, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $333 and $266, respectively, offset by tax credits and other benefits from its investment in affordable housing tax credits of $584 and $552, respectively.  During the three and six months ended June 30, 2020 and 2019, the Company did 0t incur impairment losses related to its investment in qualified affordable housing projects.

 

(16) Revenue Recognition

The Company accounts for revenues from contracts with customers under ASC 606, Revenue from Contracts with Customers.Customers. Revenue associated with financial instruments, including revenue from loans and securities are outside the scope of the new standard and accounted for under other existing GAAP. In addition, certain noninterest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives, and certain credit card fees are also not in scope of the new guidance. Noninterest revenue streams in-scope of ASC 606 are discussed below.

 

Service Charges

 

Service charges consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.

 

ATM/Interchange Fees

 

Fees, exchange, and other service charges are primarily comprised of debit and credit card income, ATM fees and other service charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as Mastercard. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

 

Wealth Management Fees

 

Wealth management fees are primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received in the following month through a direct charge to customers’ accounts. The Company does not earn performance-based incentives. The Company’s performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e., as incurred). Payment is received shortly after services are rendered.

 

Tax Refund Processing Fees

 

The Company facilitates the payment of federal and state income tax refunds in partnership with a third-party vendor. Refund Transfers (“RTs”) are fee-based products whereby a tax refund is issued to the taxpayer after the Company has received the

Page 35


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

refund from the federal or state government. As part of this agreement the Company earns fee income, the majority of which is received in the first quarter of the year. The Company’s fee income revenue is recognized based on the estimated percent of business completed by each date.

 

Other

 

Other noninterest income consists of other recurring revenue streams such as check order fees, wire transfer fees, safety deposit box rental fees, item processing fees and other miscellaneous revenue streams. Check order income mainly represents fees charged to customers for checks. Wire transfer fees represent revenue from processing wire transfers. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation.  Item processing fee income represents fees charged to other financial institutions for processing their transactions. Payment is typically received in the following month.

 

The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three and six months ended June 30, 2020 and 2019.

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Noninterest Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In-scope of Topic 606:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service charges

 

$

930

 

 

$

1,552

 

 

$

2,398

 

 

$

3,008

 

ATM/Interchange fees

 

 

1,149

 

 

 

951

 

 

 

2,043

 

 

 

1,857

 

Wealth management fees

 

 

904

 

 

 

911

 

 

 

1,910

 

 

 

1,758

 

Tax refund processing fees

 

 

475

 

 

 

550

 

 

 

2,375

 

 

 

2,750

 

Other

 

 

149

 

 

 

265

 

 

 

419

 

 

 

396

 

Noninterest Income (in-scope of Topic 606)

 

 

3,607

 

 

 

4,229

 

 

 

9,145

 

 

 

9,769

 

Noninterest Income (out-of-scope of Topic 606)

 

 

3,247

 

 

 

875

 

 

 

4,585

 

 

 

1,619

 

Total Noninterest Income

 

$

6,854

 

 

$

5,104

 

 

$

13,730

 

 

$

11,388

 

Page 3635


Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

(17) Subsequent Events

The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three- and six-months ended June 30, 2021 and 2020.

 

Loan Modification/Troubled Debt Restructurings

Civista has received second customer deferral requests related to the COVID-19 pandemic for loans that had been previously modified. Through August 5, 2020, Civista granted a second modification on 75 loans totaling $95,153. Most of the second modifications consisted of the deferral of principal and/or interest payments as was granted under the first modification. Included in the second modifications were 17 loans totaling $33,160 that migrated from principal and interest deferrals to interest only payments. NaN loans have returned to making principal and interest payments and 651 loans are still within the original 90-day modification period. Details with respect to the second loan modifications are as follows:

 

 

Number of

 

 

 

 

 

 

Weighted

Average

 

Type of Loan

 

Loans

 

 

Balance

 

 

Interest Rate

 

 

 

 

 

 

 

(In thousands)

 

 

 

 

 

Commercial & Agriculture

 

 

25

 

 

$

8,635

 

 

 

4.63

%

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

23

 

 

 

14,343

 

 

 

4.59

%

Non-Owner Occupied

 

 

25

 

 

 

65,640

 

 

 

4.42

%

Real Estate Construction

 

 

2

 

 

 

6,535

 

 

 

3.42

%

Total

 

 

75

 

 

$

95,153

 

 

 

4.40

%

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Noninterest Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In-scope of Topic 606:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service charges

 

$

1,317

 

 

$

930

 

 

$

2,573

 

 

$

2,398

 

ATM/Interchange fees

 

 

1,373

 

 

 

1,149

 

 

 

2,620

 

 

 

2,043

 

Wealth management fees

 

 

1,188

 

 

 

904

 

 

 

2,334

 

 

 

1,910

 

Tax refund processing fees

 

 

475

 

 

 

475

 

 

 

2,375

 

 

 

2,375

 

Other

 

 

265

 

 

 

149

 

 

 

677

 

 

 

419

 

Noninterest Income (in-scope of Topic 606)

 

 

4,618

 

 

 

3,607

 

 

 

10,579

 

 

 

9,145

 

Noninterest Income (out-of-scope of Topic 606)

 

 

4,407

 

 

 

3,247

 

 

 

7,636

 

 

 

4,585

 

Total Noninterest Income

 

$

9,025

 

 

$

6,854

 

 

$

18,215

 

 

$

13,730

 

 

 

 

 

Page 3736


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The following discussion focuses on the consolidated financial condition of the Company at June 30, 20202021 compared to December 31, 2019,2020, and the consolidated results of operations for the three- and six-month periods ended June 30, 2020,2021, compared to the same periods in 2019.2020. This discussion should be read in conjunction with the consolidated financial statementsConsolidated Financial Statements and footnotes included in this Form 10-Q.

Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to such matters as the Company’s financial condition, anticipated operating results, cash flows, business line results, credit quality expectations, prospects for new lines of business, economic trends (including interest rates) and similar matters. Forward-looking statements reflect our expectations, estimates or projections concerning future results or events. These statements are generally identified by the use of forward-looking words or phrases such as “believe,” “belief,” “expect,” “anticipate,” “may,” “could,” “intend,” “intent,” “estimate,” “plan,” “foresee,” “likely,” “will,” “should” or other similar words or phrases. Forward-looking statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results, performance or achievements to differ materially from those expressed in or implied by the forward-looking statements. Factors that could cause actual results, performance or achievements to differ from those discussed in the forward-looking statements include, but are not limited to, adverse affects from the ongoing COVID-19 pandemic, or an outbreak of another highly infectious or contagious disease; changes in financial markets or national or local economic conditions, including impacts from the COVID-19 pandemic on local, national and global economic conditions; higher default rates on loans made to our customers related to the impact of COVID-19 on our customers’ operations and financial conditions; the effects of various governmental responses to the COVID-19 pandemic, including stimulus packages and programs; potential litigation or other risks related to participating in the U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”), sustained weakness or deterioration in the real estate market; volatility and direction of market interest rates; credit risks of lending activities; changes in the allowance for loan losses; the transition away from LIBOR as a reference rate for financial contracts; legislation or regulatory changes or actions; increases in Federal Deposit Insurance Corporation (“FDIC”) insurance premiums and assessments; changes in tax laws; operational risks; failure of or breach in our information and data processing systems; unforeseen litigation; and other risks identified from time-to-time in the Company’s other public documents on file with the SEC, including those risks identified in “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019,2020, as supplemented by “Item 1A. Risk Factors” of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 and by “Item 1A. Risk Factors” of Part II of this Quarterly Report on FromForm 10-Q. The Company does not undertake, and specifically disclaims, any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements, except as required by law.

Financial Condition

Total assets of the Company at June 30, 20202021 were $2,812,153$2,924,643 compared to $2,309,557$2,768,862 at December 31, 2019,2020, an increase of $502,596,$155,781, or 21.8%5.6%. The increase in total assets was due to increases in cash and due from financial institutionscash equivalents of $147,985,$105,784, accompanied by other increases in securities available for sale loans held for sale, loans, accrued interest receivable and other assets of $9,884, $16,238, $308,342, $3,954$94,340 and $15,877,$3,069, respectively, partially offset by decreases in loans and swap assets of $39,475 and $7,179, respectively. Total liabilities at June 30, 20202021 were $2,475,540$2,572,230 compared to $1,979,431$2,418,754 at December 31, 2019,2020, an increase of $496,109,$153,476, or 25.1%6.3%. The increase in total liabilities was primarily attributable to increases in noninterest-bearing demand accounts and interest-bearing demand accounts other borrowingsof $132,915 and accrued expenses and other liabilities of $181,295, $209,202, $183,695 and $18,483,$80,679, respectively, partially offset by a decreasedecreases in short-term FHLBlong-term Federal Home Loan advances and swap liabilities of $101,500.$50,000 and $7,201, respectively.

Page 3837


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

Loans outstanding as of June 30, 20202021 and December 31, 20192020 were as follows:

 

 

June 30, 2020

 

 

December 31, 2019

 

 

$ Change

 

 

% Change

 

 

June 30, 2021

 

 

December 31, 2020

 

 

$ Change

 

 

% Change

 

Commercial & Agriculture

 

$

442,444

 

 

$

203,110

 

 

$

239,334

 

 

 

117.8

%

 

$

328,871

 

 

$

409,876

 

 

$

(81,005

)

 

 

-19.8

%

Commercial Real Estate—Owner Occupied

 

 

252,914

 

 

 

245,606

 

 

 

7,308

 

 

 

3.0

%

 

 

271,667

 

 

 

278,413

 

 

 

(6,746

)

 

 

-2.4

%

Commercial Real Estate—Non-Owner Occupied

 

 

646,792

 

 

 

592,222

 

 

 

54,570

 

 

 

9.2

%

 

 

762,983

 

 

 

705,072

 

 

 

57,911

 

 

 

8.2

%

Residential Real Estate

 

 

453,067

 

 

 

463,032

 

 

 

(9,965

)

 

 

-2.2

%

 

 

426,731

 

 

 

442,588

 

 

 

(15,857

)

 

 

-3.6

%

Real Estate Construction

 

 

178,318

 

 

 

155,825

 

 

 

22,493

 

 

 

14.4

%

 

 

188,368

 

 

 

175,609

 

 

 

12,759

 

 

 

7.3

%

Farm Real Estate

 

 

35,441

 

 

 

34,114

 

 

 

1,327

 

 

 

3.9

%

 

 

28,616

 

 

 

33,102

 

 

 

(4,486

)

 

 

-13.6

%

Consumer and Other

 

 

13,989

 

 

 

15,061

 

 

 

(1,072

)

 

 

-7.1

%

 

 

11,960

 

 

 

12,842

 

 

 

(882

)

 

 

-6.9

%

Total loans

 

 

2,022,965

 

 

 

1,708,970

 

 

 

313,995

 

 

 

18.4

%

 

 

2,019,196

 

 

 

2,057,502

 

 

 

(38,306

)

 

 

-1.9

%

Allowance for loan losses

 

 

(20,420

)

 

 

(14,767

)

 

 

(5,653

)

 

 

38.3

%

 

 

(26,197

)

 

 

(25,028

)

 

 

(1,169

)

 

 

4.7

%

Net loans

 

$

2,002,545

 

 

$

1,694,203

 

 

$

308,342

 

 

 

18.2

%

 

$

1,992,999

 

 

$

2,032,474

 

 

$

(39,475

)

 

 

-1.9

%

 

Included in Commercial & Agriculture loans above as of June 30, 2021 is $257,568$153,007 of PPP loans.

 

Loans held for sale increased $16,238Net loans have decreased $39,475 or 710.6%1.9% since December 31, 2019.2020. The increase is due to an increase in volume due to refinances as rates have declined.  At June 30, 2020, 82 loans totaling $18,523 were held for sale as compared to 15 loans totaling $2,285 at December 31, 2019.

Net loans haveCommercial Real Estate – Non-Owner Occupied and Real Estate Construction loan portfolios increased $308,342 or 18.2%$57,911 and $12,759, respectively, since December 31, 2019. The2020, while the Commercial & Agriculture, Commercial Real Estate – Owner Occupied, CommercialResidential Real Estate, – Non-Owner Occupied, Real Estate Construction and Farm Real Estate loan portfolios increased $239,334, $7,308, $54,570, $22,493 and $1,327, respectively, since December 31, 2019, while the Residential Real Estate and Consumer and Other loan portfolios decreased $9,965$81,005, $6,746, $15,857, $4,486 and $1,072,$882, respectively, since December 31, 2019.  The increase in Commercial & Agriculture loans is the result of PPP loans totaling $257,568 at June 30, 2020.  At June 30, 2020,2021, the net loan to deposit ratio was 96.8%82.9% compared to 100.9%92.8% at December 31, 2019.2020. The decrease in the net loan to deposit ratio is primarily the result of an increase in deposits.

 

During the first six months of 2020,2021, provisions made to the allowance for loan losses from earnings totaled $5,612,$830, compared to a provision of $0$5,612 during the same period in 2019.2020. The increasedecrease in provision was due to an increasethe stability of our metrics coupled with the stabilization and, in the bank’s qualitative factors, primarily changes insome cases, improvement of international, national, regional and local economic conditions related tothat were adversely impacted by the 2020 economic shutdown driven byand restrictions in response to the ongoing COVID-19 pandemic. While vaccinations in the first six months of 2021 have created some level of optimism in the business community, we remain cautious given the level of classified loans in the portfolio, particularly loans to borrowers in the hotel industry.  Economic impacts related to the COVID-19 pandemic since March 2020 include the loss of revenue being experienced by our business clients, disruption of supply chains, additional employee costs for businesses due to the pandemic, higher unemployment rates throughout our footprint and a large number of customers requesting payment relief.  While some of these pressures have eased, ongoing supply chain and staffing challenges, as well as the threat of inflation remain. Net recoveries for the first six months of 20202021 totaled $41,$339, compared to net recoveries of $107$41 in the first six months of 2019.2020. For the first six months of 2020,2021, the Company charged off a total of 15eleven loans. OneFour Residential Real Estate loans totaling $37, one Commercial and Agriculture loan totaling $15 one Commercial Real Estate – Owner Occupied totaling $1, seven Residential Real Estate loans totaling $97 and six Consumer and Other loans totaling $27$19 were charged off in the first six months of the year. In addition, during the first six months of 2020,2021, the Company had recoveries on previously charged-off Commercial and Agriculture loans of $4,$163, Commercial Real Estate – Owner Occupied loans of $14,$6, Commercial Real Estate – Non-Owner Occupied loans of $41,$11, Residential Real Estate loans of $79,$179, Real Estate Construction loans of $2,$1, Farm Real Estate loans of $7$6 and Consumer and Other loans of $34.$44. For each loan category, as well as in total, the percentage of net charge-offs to loans was less than one percent. Nonperforming loans decreased by $636$1,056 since December 31, 2019,2020, which was due to a decrease in loans on nonaccrual status of $638 and an increase in loans past due 90 days and accruing of $2.$1,056. Each of these factors was considered by management as part of the examination of both the level and mix of the allowance by loan type as well as the overall level of the allowance.

 

Management specifically evaluates loans that are impaired for estimates of loss. To evaluate the adequacy of the allowance for loan losses to cover probable losses in the portfolio, management considers specific reserve allocations for identified portfolio loans, reserves for delinquencies and historical reserve allocations. Loss migration rates are calculated over a three-year period for all portfolio segments. Management also considers certain economic factors for trends that management uses to account for the qualitative and environmental changes in risk, which affects the level of the reserve.

 

Page 3938


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

Management analyzes each impaired Commercial and Commercial Real Estate loan relationship with a balance of $350 or larger, on an individual basis and designates a loan as impaired when it is in nonaccrual status or when an analysis of the borrower’s operating results and financial condition indicates that underlying cash flows are not adequate to meet its debt service requirements. Loans held for sale are excluded from consideration as impaired. Loans are generally moved to nonaccrual status when 90 days or more past due. Impaired loans, or portions thereof, are charged-off when deemed uncollectible. The allowance for loan losses as a percent of total loans was 1.01%1.30% at June 30, 20202021 and 0.86%1.22% at December 31, 2019.2020.

 

The available for sale security portfolio increased by $9,884,$94,340, from $358,499$363,464 at December 31, 20192020 to $368,383$457,804 at June 30, 2020.2021.  Management continually evaluates our securities portfolio in response to established asset/liability management objectives, changing market conditions that could affect profitability and the level of interest rate risk to which the Company is exposed. These evaluations may cause the Company to change the level of funds it deploys into investment securities and change the composition of its investment securities portfolio. As of June 30, 2020,2021, the Company was in compliance with all pledging requirements.

 

Accrued interest receivable increased $3,954, from $7,093 at December 31, 2019 to $11,047 at June 30, 2020.  The increase is the result of loan modifications consisting of the deferral of principal and/or interest payments, which are the result of the COVID-19 pandemic.

Premises and equipment, net, increased $266$237 from December 31, 20192020 to June 30, 2020.2021. The increase is the result of new purchases of $1,395,$1,217, offset by depreciation of $1,119 and proceeds from the sale of premises and equipment of $10.$980.

 

Bank owned life insurance (BOLI) increased $490$491 from December 31, 20192020 to June 30, 2020.2021. The increase is the result of increases in the cash surrender value of the underlying insurance policies.

 

Swap assets increased $16,801decreased $7,179 from December 31, 20192020 to June 30, 2020.2021.  The increasedecrease of $16,801$7,179 is primarily the result of a decrease in market value.

Other assets increased $3,069 from December 31, 2020 to June 30, 2021.  The increase is the result of a $1,000 refund receivable related to an alternative minimum tax (AMT) credit refundable under the CARES Act and an increase in volumeprepaid expenses of swap activity related to our Commercial Real Estate loan growth.$1,695.  

Total deposits as of June 30, 20202021 and December 31, 20192020 were as follows:

 

 

June 30, 2020

 

 

December 31, 2019

 

 

$ Change

 

 

% Change

 

 

June 30, 2021

 

 

December 31, 2020

 

 

$ Change

 

 

% Change

 

Noninterest-bearing demand

 

$

693,848

 

 

$

512,553

 

 

$

181,295

 

 

 

35.4

%

 

$

853,724

 

 

$

720,809

 

 

$

132,915

 

 

 

18.4

%

Interest-bearing demand

 

 

408,980

 

 

 

301,674

 

 

 

107,306

 

 

 

35.6

%

 

 

480,281

 

 

 

410,139

 

 

 

70,142

 

 

 

17.1

%

Savings and money market

 

 

673,524

 

 

 

588,697

 

 

 

84,827

 

 

 

14.4

%

 

 

809,530

 

 

 

771,612

 

 

 

37,918

 

 

 

4.9

%

Time deposits

 

 

292,909

 

 

 

275,840

 

 

 

17,069

 

 

 

6.2

%

 

 

259,457

 

 

 

286,838

 

 

 

(27,381

)

 

 

-9.5

%

Total Deposits

 

$

2,069,261

 

 

$

1,678,764

 

 

$

390,497

 

 

 

23.3

%

 

$

2,402,992

 

 

$

2,189,398

 

 

$

213,594

 

 

 

9.8

%

 

Total deposits at June 30, 20202021 increased $390,497$213,594 from year-end 2019.2020. Noninterest-bearing deposits increased $181,295$132,915 from year-end 2019,2020, while interest-bearing deposits, including savings and time deposits, increased $209,202$80,679 from December 31, 2019.2020. The increase in noninterest-bearing deposits was partially due to increases in cash balances related to the Company’s participation in a tax refund processing program, which added noninterest-bearing deposits of $30,799.$50,828. This increase is temporary as transactions are processed and is expected to return to levels more consistent with December 31, 20192020 over the next two quarters.  In addition, personalbusiness demand deposit and businesspublic fund demand deposit accounts increased $21,364$61,065 and $134,055,$12,163, respectively.  Much of the increase in business demand deposit accounts is due to theresulted from customer deposits of PPP loan proceeds.  The increase in interest-bearing deposits was primarily due to an increase in non-public interest-bearing demand and public fund interest-bearing demand accounts of $26,726 and $47,649, respectively, accompanied by a decrease in Jumbo Now accounts of $3,201.  Statement savings, money market savings and public fund money marketsmarket savings increased by $40,889, $26,652 and $14,776, respectively, accompanied by decreases in business money market savings and brokered money market savings accounts of $37,731, $61,399$7,074 and $29,745,$40,141, respectively. Public fund interest-bearing demandTime certificates over $250, time certificates, Jumbo time certificates and public fund time deposit accounts increased $69,575decreased $7,128, $6,973, $4,999 and $17,411,$9,753, respectively.  The year-to-date average balance of total deposits increased $303,335$501,329 compared to the average balance for the same period in 20192020 mainly due to increases in noninterest-bearing business demand and tax refund processing program accounts of $96,754 and $133,376, respectively,$106,743, accompanied by increases in non-public interest-bearing demand, savings and money markets and public funds interest-bearing demand of $21,564, $33,665$56,713, $146,068 and $27,893, respectively.  In addition, the average balance of time deposits increased $14,332 as compared to the same period in 2019.

Short-term FHLB advances decreased $101,500 from December 31, 2019 to June 30, 2020. The decrease is due to a decrease in overnight borrowings. Securities sold under agreements to repurchase, which tend to fluctuate, have increased $4,934 from December 31, 2019 to June 30, 2020.

Page 4039


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

Other borrowings increased $183,695$47,356, respectively.  In addition, the average balance of time deposits decreased $8,386 as compared to the same period in 2020.

Securities sold under agreements to repurchase, which tend to fluctuate based on the liquidity needs of customers and short-term nature of the instrument, decreased $3,998 from December 31, 20192020 to June 30, 2020.2021.

Long-term Federal Home Loan advances decreased $50,000 from December 31, 2020 to June 30, 2021.  During the second quarter of 2021, the Company prepaid a $50,000 advance with a rate of 2.05% and a remaining maturity of approximately 8 years at a pre-tax loss of approximately $3,717.  The increase isprepayment penalty of $3,717 was recorded in other operating expenses on the resultConsolidated Statements of borrowings by Civista under the Paycheck Protection Program Lending Facility (“PPPLF”) to provide funding for PPP loans.Operations.

 

Swap liabilities increased $16,801decreased $7,201 from December 31, 20192020 to June 30, 2020.2021.  The increasedecrease of $16,801$7,201 is primarily the result of an increasea decrease in volume of swap activity related to our Commercial Real Estate loan growth.

Accrued expenses and other liabilities increased $1,682 from December 31, 2019 to June 30, 2020.  The increase is the result of an increase in a clearing account related to the tax refund processing program of $1,072.market value.

 

Shareholders’ equity at June 30, 20202021 was $336,613,$352,413, or 12.0% of total assets, compared to $330,126,$350,108, or 14.3%12.7% of total assets, at December 31, 2019.2020. The increase was the result of net income of $14,337,$19,922, a decrease in the Company’s pension liability, net of tax, of $114, and an increase$129, offset by a decrease in the fair value of securities available for sale, net of tax, of $6,666, offset by$3,055, dividends on common shares of $3,599$3,792 and the purchase of treasury shares of $11,450.$11,355.

 

Total outstanding common shares at June 30, 20202021 were 16,052,979,15,434,592, which decreased from 16,687,54215,898,032 common shares outstanding at December 31, 2019.2020. Common shares outstanding decreased as a result of 675,808510,304 common shares being repurchased by the Company at an average repurchase price of $16.94.$22.25.  The Company repurchased 672,000239,536 common shares pursuant to a stock repurchase program announced on December 17, 2019May 4, 2020 and 3,808265,703 common shares pursuant to a stock repurchase program announced on April 20, 2021.  An additional 5,065 common shares were surrendered to pay taxes upon vesting of restricted shares and the forfeiture of 1,067 restricted common shares.  The publicly-announced repurchase plan publicly-announced on May 4, 2020 authorized the Company to repurchase up to 672,000 sharesa maximum aggregate value of $13,500 of the Company’s common shares until December 17, 2020.April 20, 2021.  The decrease inrepurchase plan publicly-announced on April 20, 2020 authorized the Company to repurchase a maximum aggregate value of $13,500 of the Company’s common shares outstandinguntil April 19 2022.  The repurchase of common shares was offset by the grant of 26,97939,139 restricted common shares to certain officers under the Company’s 2014 Incentive Plan. In addition, 14,2668,792 common shares were issued to Civista directors as a retainer payment for service on the Civista Board of Directors.

Results of Operations

 

Three Months Ended June 30, 20202021 and 2019

2020

The Company had net income of $6,504$9,164 for the three months ended June 30, 2020, a decrease2021, an increase of $2,157$2,660 from net income of $8,661$6,504 for the same three months of 2019.2020. Basic earnings per common share were $0.41$0.59 for the quarter ended June 30, 2020,2021, compared to $0.54$0.41 for the same period in 2019.2020. Diluted earnings per common share were $0.41$0.59 for the quarter ended June 30, 2020,2021, compared to $0.51$0.41 for the same period in 2019.2020. The primary reasons for the changes in net income are explained below.

Net interest income for the three months ended June 30, 20202021 was $22,075,$23,841, an increase of $333$1,766 from $21,742 in$22,075 for the same three months of 2019.2020. This increase is the result of a decreasean increase of $342$914 in total interest income with a decrease of $675$852 in interest expense. Interest-earning assets averaged $2,776,131 during the three months ended June 30, 2021, an increase of $248,125 from $2,528,006 for the same period of 2020.  The Company’s average interest-bearing liabilities increased from $1,619,603 during the three months ended June 30, 2020 an increase of $541,165 from $1,986,841 for the same period of 2019.  The Company’s average interest-bearing liabilities increased from $1,316,104to $1,737,886 during the three months ended June 30, 2019 to $1,619,603 during the three months ended June 30, 2020.2021.  The Company’s fully tax equivalent net interest margin for the three months ended June 30, 2021 and 2020 was 3.53% and 2019 was 3.61% and 4.49%, respectively.

Total interest income was $24,584$25,498 for the three months ended June 30, 2020, a decrease2021, an increase of $342$914 from $24,926$24,584 of total interest income for the same period in 2019.2020.  The decreaseincrease in interest income is attributable to a decreasean increase of $44$1,040 in interest and fees on loans, which resulted from a lower yield on the portfolio, partially offset by an increase in the average balance of loans. The average balance of loans increased by $389,436$81,815 or 24.6%4.1% to $1,972,969$2,054,784 for the three months ended June 30, 20202021 as compared to $1,583,533$1,972,969 for the same period in 2019.2020.  The loan yield decreasedincreased to 4.41%4.42% for 2020, from 5.49% in 2019 mainly due to the impact of lower interest rates during the first three months of 2020 as compared toended June 30, 2021, from 4.41% for the same period of 2019.in 2020.  During the quarter, the average balance of PPP loans was $189,405.$207,511.  These loans had an average yield of 3.46% including6.34%, which includes the amortization of PPP fees.

Page 4140


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

Interest on taxable securities decreased $335$129 to $1,359$1,230 for the three months ended June 30, 2020,2021, compared to $1,694$1,359 for the same period in 2019.2020.  The average balance of taxable securities decreased $17,039increased $18,598 to $204,554 for the three months ended June 30, 2021 as compared to $185,956 for the same period in 2020.  The yield on taxable securities decreased 59 basis points to 2.47% for 2021, compared to 3.06% for 2020.  Interest on tax-exempt securities decreased $16 to $1,525 for the three months ended June 30, 2021, compared to $1,541 for the same period in 2020.  The average balance of tax-exempt securities increased $8,058 to $208,940 for the three months ended June 30, 2020 as compared to $202,995$200,882 for the same period in 2019.  The yield on taxable securities decreased 33 basis points to 3.06% for 2020, compared to 3.39% for 2019.  Interest on tax-exempt securities increased $133 to $1,541 for the three months ended June 30, 2020, compared to $1,408 for the same period in 2019.  The average balance of tax-exempt securities increased $29,878 to $200,882 for the three months ended June 30, 2020 as compared to $171,004 for the same period in 2019.2020.  The yield on tax-exempt securities decreased 2015 basis points to 4.04% for 2021, compared to 4.19% for 2020 compared to 4.39% for 2019 due to the impact of lower interest rates during the first three months of 2020in 2021 as compared to the same period of 2019.2020.

Interest expense decreased $675$852, or 21.2%34.0%, to $2,509$1,657 for the three months ended June 30, 2020,2021, compared with $3,184$2,509 for the same period in 2019.2020.  The change in interest expense can be attributed to an increase in the average balance of interest-bearing liabilities, offset by a decrease in rates on demand and savings accounts, FHLB borrowings and subordinated debentures.  For the three months ended June 30, 2020,2021, the average balance of interest-bearing liabilities increased $303,499$118,283 to $1,619,603,$1,737,886, as compared to $1,316,104$1,619,603 for the same period in 2019.2020.  Interest incurred on deposits decreased by $174$666 to $1,802$1,136 for the three months ended June 30, 2020,2021, compared to $1,976$1,802 for the same period in 2019.2020.  Although the average balance of interest-bearing deposits increased to $187,372$263,286 for the three months ended June 30, 20202021 as compared to the same period in 2019,2020, deposit expense decreased due to a decrease in the rate paid on demand and savings accounts from 0.34% in 2019 to 0.17% in 2020.2020 to 0.10% in 2021.  The rate paid on time deposits increaseddecreased from 1.86%1.89% to 1.89%1.19% in 2020 mainly due to special rates offered on time deposits during 2019 and through 2020.2021.  Interest expense incurred on FHLB advances and subordinated debentures decreased 42.1%26.1% from 2019.2020.  The average balance on FHLB balances decreased $13,237$23,111 for the three months ended June 30, 20202021 as compared to the same period in 2019, while2020 as a result of the rate paid decreased 97 basis points.prepayment of a long-term advance.  In addition, the rate paid on subordinated debentures decreased 16590 basis points for the three months ended June 30, 20202021 as compared to the same period in 2019. The average balance of other borrowings increased $124,819 for the three months ended June 30, 2020 as compared to the same period in 2019 as a result of the Company’s borrowings under the Paycheck Protection Program Liquidity Facility to fund PPP loans.2020.

Page 4241


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

The following table presents the condensed average balance sheets for the three months ended June 30, 20202021 and 2019.2020. The daily average loan amounts outstanding are net of unearned income and include loans held for sale and nonaccrual loans. The average balance of securities is computed using the carrying value of securities. Rates are annualized and taxable equivalent yields are computed using a 21% tax rate for tax-exempt interest income. The average yield has been computed using the historical amortized cost average balance for available-for-sale securities.

 

 

Three Months Ended June 30,

 

 

Three Months Ended June 30,

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

Assets:

 

Average

balance

 

 

Interest

 

 

Yield/

rate*

 

 

Average

balance

 

 

Interest

 

 

Yield/

rate*

 

 

Average

balance

 

 

Interest

 

 

Yield/

rate*

 

 

Average

balance

 

 

Interest

 

 

Yield/

rate*

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

1,972,969

 

 

$

21,613

 

 

 

4.41

%

 

$

1,583,533

 

 

$

21,657

 

 

 

5.49

%

Loans, including fees**

 

$

2,054,784

 

 

$

22,653

 

 

 

4.42

%

 

$

1,972,969

 

 

$

21,613

 

 

 

4.41

%

Taxable securities

 

 

185,956

 

 

 

1,359

 

 

 

3.06

%

 

 

202,995

 

 

 

1,694

 

 

 

3.39

%

 

 

204,554

 

 

 

1,230

 

 

 

2.47

%

 

 

185,956

 

 

 

1,359

 

 

 

3.06

%

Tax-exempt securities

 

 

200,882

 

 

 

1,541

 

 

 

4.19

%

 

 

171,004

 

 

 

1,408

 

 

 

4.39

%

 

 

208,940

 

 

 

1,525

 

 

 

4.04

%

 

 

200,882

 

 

 

1,541

 

 

 

4.19

%

Interest-bearing deposits in other banks

 

 

168,199

 

 

 

71

 

 

 

0.17

%

 

 

29,309

 

 

 

167

 

 

 

2.29

%

 

 

307,853

 

 

 

90

 

 

 

0.12

%

 

 

168,199

 

 

 

71

 

 

 

0.17

%

Total interest-earning assets

 

$

2,528,006

 

 

$

24,584

 

 

 

4.01

%

 

$

1,986,841

 

 

$

24,926

 

 

 

5.14

%

 

$

2,776,131

 

 

$

25,498

 

 

 

3.77

%

 

$

2,528,006

 

 

$

24,584

 

 

 

4.01

%

Noninterest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from financial institutions

 

 

84,961

 

 

 

 

 

 

 

 

 

 

 

38,558

 

 

 

 

 

 

 

 

 

 

 

45,626

 

 

 

 

 

 

 

 

 

 

 

84,961

 

 

 

 

 

 

 

 

 

Premises and equipment, net

 

 

22,535

 

 

 

 

 

 

 

 

 

 

 

21,819

 

 

 

 

 

 

 

 

 

 

 

22,375

 

 

 

 

 

 

 

 

 

 

 

22,535

 

 

 

 

 

 

 

 

 

Accrued interest receivable

 

 

9,312

 

 

 

 

 

 

 

 

 

 

 

7,324

 

 

 

 

 

 

 

 

 

 

 

8,463

 

 

 

 

 

 

 

 

 

 

 

9,312

 

 

 

 

 

 

 

 

 

Intangible assets

 

 

84,906

 

 

 

 

 

 

 

 

 

 

 

85,865

 

 

 

 

 

 

 

 

 

 

 

84,638

 

 

 

 

 

 

 

 

 

 

 

84,906

 

 

 

 

 

 

 

 

 

Other assets

 

 

43,297

 

 

 

 

 

 

 

 

 

 

 

22,193

 

 

 

 

 

 

 

 

 

 

 

37,173

 

 

 

 

 

 

 

 

 

 

 

43,297

 

 

 

 

 

 

 

 

 

Bank owned life insurance

 

 

45,334

 

 

 

 

 

 

 

 

 

 

 

44,328

 

 

 

 

 

 

 

 

 

 

 

46,305

 

 

 

 

 

 

 

 

 

 

 

45,334

 

 

 

 

 

 

 

 

 

Less allowance for loan losses

 

 

(17,098

)

 

 

 

 

 

 

 

 

 

 

(13,884

)

 

 

 

 

 

 

 

 

 

 

(26,580

)

 

 

 

 

 

 

 

 

 

 

(17,098

)

 

 

 

 

 

 

 

 

Total Assets

 

$

2,801,253

 

 

 

 

 

 

 

 

 

 

$

2,193,044

 

 

 

 

 

 

 

 

 

 

$

2,994,131

 

 

 

 

 

 

 

 

 

 

$

2,801,253

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand and savings

 

$

1,027,678

 

 

$

439

 

 

 

0.17

%

 

$

858,781

 

 

$

721

 

 

 

0.34

%

 

$

1,310,998

 

 

$

334

 

 

 

0.10

%

 

$

1,027,678

 

 

$

439

 

 

 

0.17

%

Time

 

 

289,658

 

 

 

1,363

 

 

 

1.89

%

 

 

271,183

 

 

 

1,255

 

 

 

1.86

%

 

 

269,624

 

 

 

802

 

 

 

1.19

%

 

 

289,658

 

 

 

1,363

 

 

 

1.89

%

Short-term FHLB advances

 

 

34

 

 

 

 

 

 

0.00

%

 

 

111,842

 

 

 

698

 

 

 

2.50

%

 

 

 

 

 

 

 

 

0.00

%

 

 

34

 

 

 

 

 

 

0.00

%

Long-term FHLB advances

 

 

125,000

 

 

 

447

 

 

 

1.44

%

 

 

26,429

 

 

 

133

 

 

 

2.02

%

 

 

101,923

 

 

 

330

 

 

 

1.30

%

 

 

125,000

 

 

 

447

 

 

 

1.44

%

Other borrowings

 

 

124,819

 

 

 

4

 

 

 

0.01

%

 

 

 

 

 

 

 

 

0.00

%

 

 

 

 

 

 

 

 

0.00

%

 

 

124,819

 

 

 

4

 

 

 

0.01

%

Subordinated debentures

 

 

29,427

 

 

 

250

 

 

 

3.42

%

 

 

29,427

 

 

 

372

 

 

 

5.07

%

 

 

29,427

 

 

 

185

 

 

 

2.52

%

 

 

29,427

 

 

 

250

 

 

 

3.42

%

Repurchase Agreements

 

 

22,987

 

 

 

6

 

 

 

0.10

%

 

 

18,442

 

 

 

5

 

 

 

0.11

%

 

 

25,914

 

 

 

6

 

 

 

0.09

%

 

 

22,987

 

 

 

6

 

 

 

0.10

%

Total interest-bearing liabilities

 

$

1,619,603

 

 

$

2,509

 

 

 

0.62

%

 

$

1,316,104

 

 

$

3,184

 

 

 

0.97

%

 

$

1,737,886

 

 

$

1,657

 

 

 

0.38

%

 

$

1,619,603

 

 

$

2,509

 

 

 

0.62

%

Noninterest-bearing deposits

 

 

790,891

 

 

 

 

 

 

 

 

 

 

 

540,283

 

 

 

 

 

 

 

 

 

 

 

867,561

 

 

 

 

 

 

 

 

 

 

 

790,891

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

60,235

 

 

 

 

 

 

 

 

 

 

 

21,219

 

 

 

 

 

 

 

 

 

 

 

39,428

 

 

 

 

 

 

 

 

 

 

 

60,235

 

 

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

330,524

 

 

 

 

 

 

 

 

 

 

 

315,438

 

 

 

 

 

 

 

 

 

 

 

349,256

 

 

 

 

 

 

 

 

 

 

 

330,524

 

 

 

 

 

 

 

 

 

Total Liabilities and Shareholders’ Equity

 

$

2,801,253

 

 

 

 

 

 

 

 

 

 

$

2,193,044

 

 

 

 

 

 

 

 

 

 

$

2,994,131

 

 

 

 

 

 

 

 

 

 

$

2,801,253

 

 

 

 

 

 

 

 

 

Net interest income and interest rate spread

 

 

 

 

 

$

22,075

 

 

 

3.39

%

 

 

 

 

 

$

21,742

 

 

 

4.17

%

 

 

 

 

 

$

23,841

 

 

 

3.39

%

 

 

 

 

 

$

22,075

 

 

 

3.39

%

Net interest margin

 

 

 

 

 

 

 

 

 

 

3.61

%

 

 

 

 

 

 

 

 

 

 

4.49

%

 

 

 

 

 

 

 

 

 

 

3.53

%

 

 

 

 

 

 

 

 

 

 

3.61

%

 

*—Average yields are presented on a tax equivalent basis.  The tax equivalent effect associated with loans and investments, included in the yields above, was $413$406 and $378$413 for the periods ended June 30, 2022021 and 2019,2020, respectively.

 

**—Average balance includes nonaccrual loans.

Page 4342


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

Net interest income may also be analyzed by comparing the volume and rate components of interest income and interest expense. The following table provides an analysis of the changes in interest income and expense between the three months ended June 30, 20202021 and 2019.2020.

 

 

Increase (decrease) due to:

 

 

Increase (decrease) due to:

 

 

Volume (1)

 

 

Rate (1)

 

 

Net

 

 

Volume (1)

 

 

Rate (1)

 

 

Net

 

 

(Dollars in thousands)

 

 

(Dollars in thousands)

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

4,740

 

 

$

(4,784

)

 

$

(44

)

 

$

901

 

 

$

139

 

 

$

1,040

 

Taxable securities

 

 

(172

)

 

 

(163

)

 

 

(335

)

 

 

146

 

 

 

(275

)

 

 

(129

)

Tax-exempt securities

 

 

201

 

 

 

(68

)

 

 

133

 

 

 

38

 

 

 

(54

)

 

 

(16

)

Interest-bearing deposits in other banks

 

 

178

 

 

 

(274

)

 

 

(96

)

 

 

46

 

 

 

(27

)

 

 

19

 

Total interest income

 

$

4,947

 

 

$

(5,289

)

 

$

(342

)

 

$

1,131

 

 

$

(217

)

 

$

914

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand and savings

 

$

122

 

 

$

(404

)

 

$

(282

)

 

$

101

 

 

$

(206

)

 

$

(105

)

Time

 

 

87

 

 

 

21

 

 

 

108

 

 

 

(89

)

 

 

(472

)

 

 

(561

)

Short-term FHLB advances

 

 

(698

)

 

 

 

 

 

(698

)

 

 

 

 

 

 

 

 

 

Long-term FHLB advances

 

 

363

 

 

 

(49

)

 

 

314

 

 

 

(77

)

 

 

(40

)

 

 

(117

)

Other borrowings

 

 

4

 

 

 

 

 

 

4

 

 

 

(4

)

 

 

 

 

 

(4

)

Subordinated debentures

 

 

 

 

 

(122

)

 

 

(122

)

 

 

 

 

 

(65

)

 

 

(65

)

Repurchase agreements

 

 

1

 

 

 

 

 

 

1

 

 

 

1

 

 

 

(1

)

 

 

 

Total interest expense

 

$

(121

)

 

$

(554

)

 

$

(675

)

 

$

(68

)

 

$

(784

)

 

$

(852

)

Net interest income

 

$

5,068

 

 

$

(4,735

)

 

$

333

 

 

$

1,199

 

 

$

567

 

 

$

1,766

 

 

(1)

The change in interest income and interest expense due to changes in both volume and rate, which cannot be segregated, has been allocated proportionately to the change due to volume and the change due to rate.

The Company provides for loan losses through regular provisions to the allowance for loan losses.  Provisions for loan losses totaled $3,486$0 and $0$3,486 during the quarters ended June 30, 20202021 and 2019.2020. The increasedecrease in the provision in the second quarter of 2021 was due to an increasethe stability of our metrics coupled with the stabilization and, in the bank’s qualitative factors, primarily changes insome cases, improvement of international, national, regional and local economic conditions related tothat were adversely impacted by the 2020 economic shutdown driven byand restrictions in response to the ongoing COVID-19 pandemic.  While vaccinations in the first six months of 2021 have created some level of optimism in the business community, we remain cautious given the level of classified loans in the portfolio, particularly loans to borrowers in the hotel industry.  Economic impacts relatingrelated to the COVID-19 pandemic includesince March 2020 have included the loss of revenue being experienceexperienced by our business clients, disruption of supply chains, additional employee costs for businesses due to the pandemic, higher unemployment rates throughout our footprint and a large number of customers requesting payment relief.  While some of the pressures have eased, ongoing supply chain and staffing challenges, as well as the threat of inflation remain. Our Commercial and Commercial Real Estate and Consumer portfolios have been, and are expected to continue to be impacted the most.

Noninterest income for the three-month periods ended June 30, 20202021 and 20192020 are as follows:

 

 

Three months ended June 30,

 

 

Three months ended June 30,

 

 

2020

 

 

2019

 

 

$ Change

 

 

% Change

 

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

Service charges

 

$

930

 

 

$

1,552

 

 

$

(622

)

 

 

-40.1

%

 

$

1,317

 

 

$

930

 

 

$

387

 

 

 

41.6

%

Net gain on sale of securities

 

 

 

 

 

10

 

 

 

(10

)

 

 

-100.0

%

 

 

1,784

 

 

 

 

 

 

1,784

 

 

 

0.0

%

Net loss on equity securities

 

 

(5

)

 

 

(33

)

 

 

28

 

 

 

-84.8

%

Net gain (loss) on equity securities

 

 

53

 

 

 

(5

)

 

 

58

 

 

 

1160.0

%

Net gain on sale of loans

 

 

2,261

 

 

 

555

 

 

 

1,706

 

 

 

307.4

%

 

 

2,218

 

 

 

2,261

 

 

 

(43

)

 

 

-1.9

%

ATM/Interchange fees

 

 

1,149

 

 

 

951

 

 

 

198

 

 

 

20.8

%

 

 

1,373

 

 

 

1,149

 

 

 

224

 

 

 

19.5

%

Wealth management fees

 

 

904

 

 

 

911

 

 

 

(7

)

 

 

-0.8

%

 

 

1,188

 

 

 

904

 

 

 

284

 

 

 

31.4

%

Bank owned life insurance

 

 

240

 

 

 

252

 

 

 

(12

)

 

 

-4.8

%

 

 

248

 

 

 

240

 

 

 

8

 

 

 

3.3

%

Tax refund processing fees

 

 

475

 

 

 

550

 

 

 

(75

)

 

 

-13.6

%

 

 

475

 

 

 

475

 

 

 

 

 

 

0.0

%

Swap fees

 

 

764

 

 

 

15

 

 

 

749

 

 

 

4993.3

%

 

 

17

 

 

 

764

 

 

 

(747

)

 

 

-97.8

%

Other

 

 

136

 

 

 

341

 

 

 

(205

)

 

 

-60.1

%

 

 

352

 

 

 

136

 

 

 

216

 

 

 

158.8

%

Total noninterest income

 

$

6,854

 

 

$

5,104

 

 

$

1,750

 

 

 

34.3

%

 

$

9,025

 

 

$

6,854

 

 

$

2,171

 

 

 

31.7

%

Page 4443


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

Noninterest income for the three months ended June 30, 20202021 was $6,854,$9,025, an increase of $1,750$2,171, or 34.3%31.7%, from $5,104$6,854 for the same period of 2019.2020. The increase was primarily due to increases in service charges, net gain on sale of loans,securities, net gain on equity securities, ATM/Interchange fees, wealth management fees and swap fees,other, offset by decreasesa decrease in serviceswap fees.  Service charges tax refund processingincreased as a result of higher overdraft fees and other.service charges.  During the second quarter of 2020, Civista waived service fees on deposit accounts of $93.  In addition, overdraft fees are rebounding to pre-pandemic levels.  Net lossgain on sale of securities increased as a result of the sale of Visa Class B shares.  Net gain on equity securities decreasedincreased as a result of market value decreases.  Net gain on sale of loans increased primarily as a result of an increase in volume of loans sold.  During the three-months ended June 30, 2020, 444 loans were sold, totaling $91,460.  During the three-months ended June 30, 2019, 149 loans were sold, totaling $27,941.increases.  ATM/Interchange fees increased as a result of increased transaction volume and incentives.  Wealth management fees increased primarily as a result of an increase in trust and the receiptbrokerage fees of member support$230 and $54, respectively. Trust income increased as a result of new accounts and market conditions while brokerage income has increased due to volume of business.  Other income increased due to increases in wire transfer fees, amortization of mortgage servicing rights and merchant credit card fees.  Swap fees increaseddecreased due to the volume of swaps performed during the quarter ended June 30, 20202021 as compared to the same period of 2019.  Service charges decreased as a result of Civista waiving $93 of service fees on deposits accounts related to the COVID-19 pandemic.  In addition, overdraft fees have decreased by $477.  Other income decreased due to the amortization of mortgage servicing rights as a result of higher loan payoffs.2020.

 

Additionally, the Company processes state and federal income tax refund payments for customers of third-party income tax preparation vendors for which we receive a fee for processing the refund payments.  Tax refund processing fees were $475 for each of the three months ended June 30, 2019, a decrease of $75 from $550 for the same period of 2019.  The decrease is the result of a decrease in volume of transactions processed during the period.2021 and 2020.  This fee income is seasonal in nature, the majority of which is earned in the first quarter of the year.

 

Noninterest expense for the three-month periods ended June 30, 20202021 and 20192020 are as follows:

 

 

Three months ended June 30,

 

 

Three months ended June 30,

 

 

2020

 

 

2019

 

 

$ Change

 

 

% Change

 

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

Compensation expense

 

$

10,597

 

 

$

9,548

 

 

$

1,049

 

 

 

11.0

%

 

$

11,406

 

 

$

10,597

 

 

$

809

 

 

 

7.6

%

Net occupancy expense

 

 

1,064

 

 

 

964

 

 

 

100

 

 

 

10.4

%

 

 

1,007

 

 

 

1,064

 

 

 

(57

)

 

 

-5.4

%

Equipment expense

 

 

507

 

 

 

480

 

 

 

27

 

 

 

5.6

%

 

 

482

 

 

 

507

 

 

 

(25

)

 

 

-4.9

%

Contracted data processing

 

 

475

 

 

 

447

 

 

 

28

 

 

 

6.3

%

 

 

490

 

 

 

475

 

 

 

15

 

 

 

3.2

%

FDIC assessment

 

 

156

 

 

 

106

 

 

 

50

 

 

 

47.2

%

 

 

322

 

 

 

156

 

 

 

166

 

 

 

106.4

%

State franchise tax

 

 

475

 

 

 

499

 

 

 

(24

)

 

 

-4.8

%

 

 

471

 

 

 

475

 

 

 

(4

)

 

 

-0.8

%

Professional services

 

 

883

 

 

 

700

 

 

 

183

 

 

 

26.1

%

 

 

741

 

 

 

883

 

 

 

(142

)

 

 

-16.1

%

Amortization of intangible assets

 

 

228

 

 

 

235

 

 

 

(7

)

 

 

-3.0

%

 

 

223

 

 

 

228

 

 

 

(5

)

 

 

-2.2

%

ATM/Interchange expense

 

 

331

 

 

 

546

 

 

 

(215

)

 

 

-39.4

%

 

 

656

 

 

 

331

 

 

 

325

 

 

 

98.2

%

Marketing

 

 

339

 

 

 

367

 

 

 

(28

)

 

 

-7.6

%

 

 

343

 

 

 

339

 

 

 

4

 

 

 

1.2

%

Software maintenance expense

 

 

407

 

 

 

356

 

 

 

51

 

 

 

14.3

%

 

 

545

 

 

 

407

 

 

 

138

 

 

 

33.9

%

Other

 

 

2,652

 

 

 

2,391

 

 

 

261

 

 

 

10.9

%

 

 

5,781

 

 

 

2,652

 

 

 

3,129

 

 

 

118.0

%

Total noninterest expense

 

$

18,114

 

 

$

16,639

 

 

$

1,475

 

 

 

8.9

%

 

$

22,467

 

 

$

18,114

 

 

$

4,353

 

 

 

24.0

%

 

Noninterest expense for the three months ended June 30, 20202021 was $18,114,$22,467, an increase of $1,475,$4,353, or 8.9%24.0%, from $16,639$18,114 reported for the same period of 2019.2020. The primary reasons for the increase were increases in compensation expense, net occupancy expense, FDIC assessment, professional services,ATM/Interchange expense, software maintenance expense and other expenses, offset by a decrease in ATM/Interchange expense.expense for professional services. The increase in compensation expense was due to increased payroll, payroll taxessalary and salary based expenses, commission and incentive based costs.  The quarter-to-date average full time equivalent (FTE) employees were 456.0 at June 30, 2020, an increase of 19.9 FTEs over 2019, which increased payrollcosts and payroll related expenses. Payroll and payroll related expenses also increased due to annual pay increases and increases in commission based costs as the result of increased loan activity.  The increase in net occupancy is the result of increased COVID-19 pandemic related expenses to janitorial services and supplies of $123.employee insurance costs.  The quarter-over-quarter increase in FDIC assessments was attributable to ansmall bank assessment credits applied to the 2020 assessments not repeated in 2021.  The quarter-over-quarter increase in the assessment base.  The increase in professional services costsATM/Interchange expense is the result of increased consulting services to implement cost savingsan increase in volume of transactions and customer services.  The decrease in ATM/Interchange expense is primarily due to a settlement received in the second quarter of 2020 and savings realized by a vendor change.2020.  The increase in software maintenance expense is due to a general increase in legacy software maintenance contracts and new maintenance contracts. The quarter-over-quarter increase in other operating expense is primarily due to increasesthe prepayment expense of $3,717 related to the early payoff of an FHLB long-term advance, offset by a credit to the valuation adjustment for mortgage servicing rights.  Professional services decreased due to a decrease in communications expense, educationconsulting fees related to cost savings initiatives and training, amortization on low income housing investment, other loan expense and MSR valuation expense.customer service programs the Company was undertaking during 2020.

 

Page 4544


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

Income tax expense for the three months ended June 30, 20202021 totaled $825, down $721$1,235, up $410 compared to the same period in 2019.2020. The effective tax rates for the three-month periods ended June 30, 2021 and 2020 were 11.9% and 2019 were 11.3% and 15.2%, respectively.  The difference between the statutory federal income tax rate and the Company’s effective tax rate is the permanent tax differences, primarily consisting of tax-exempt interest income from municipal investments and loans, low income housing tax credits and bank owned life insurance income.  The decrease in the effective tax rate is due to higher non-taxable income and lower taxable income for the three months ended June 30, 2020, as compared to the same period in 2019.

 

Six Months Ended June 30, 20202021 and 20192020

 

The Company had net income of $14,337$19,922 for the six months ended June 30, 2020, a decrease2021, an increase of $3,993$5,585 from net income of $18,330$14,337 for the same six months of 2019.2020. Basic earnings per common share were $0.88$1.27 for the period ended June 30, 2020,2021, compared to $1.15$0.88 for the same period in 2019.2020. Diluted earnings per common share were $0.88$1.27 for the period ended June 30, 2020,2021, compared to $1.08$0.88 for the same period in 2019.2020. The primary reasons for the changes in net income are explained below.

Net interest income for the six months ended June 30, 20202021 was $44,190,$47,669, an increase of $730$3,479 from $43,460$44,190 in the same six months of 2019.2020.  This increase is the result of an increase of $76$1,638 in total interest income with a decrease of $654$1,841 in interest expense.  Interest-earning assets averaged $2,380,088$2,890,755 during the six months ended June 30, 2020,2021, an increase of $377,989$510,667 from $2,002,099$2,380,088 for the same period of 2019.2020.  The Company’s average interest-bearing liabilities increased from $1,295,697$1,502,552 for the first six months of 2020 to $1,728,179 for the same period in 2019 to $1,502,552 in 2020.2021.  The Company’s fully tax equivalent net interest margin for the six months ended June 30, 2021 and 2020 was 3.41% and 2019 was 3.84% and 4.47%, respectively.

Total interest income increased $76$1,638 to $49,586$51,224 for the period ended June 30, 2020,2021, which is attributable to an increase of $667$2,150 in interest and fees on loans.  This change was the result of an increase in the average balance of loans, accompanied by a lower yield on the portfolio.  The average balance of loans increased by $275,403$212,734, or 17.5%11.5%, to $2,062,061 for the period ended June 30, 2021, as compared to $1,849,327 for the period ended June 30, 2020, as compared2020.  The loan yield decreased to $1,573,9244.44% for 2021, from 4.71% in 2020.  During the six months ended June 30, 2021, the average balance of PPP loans was $228,102.  These loans had an average yield of 6.22%, which includes the amortization of PPP fees.

Interest on taxable securities decreased $270 to $2,505 for the period ended June 30, 2019.2021, compared to $2,775 for the same period in 2020.  The loan yield decreased to 4.71% for 2020, from 5.46% in 2019.

Interest onaverage balance of taxable securities decreased $667increased $2,949 to $2,775$189,729 for the period ended June 30, 2020,2021 as compared to $3,442 for the same period in 2019.  The average balance of taxable securities decreased $18,505 to $186,780 for the period ended June 30, 2020 as2020.  The yield on taxable securities decreased 35 basis points to 2.75% for 2021, compared to $205,2853.10% for 2020.  Interest on tax-exempt securities decreased $9 to $3,044 for the period ended June 30, 2019.  The yield on taxable securities decreased 31 basis points to 3.10% for 2020,2021, compared to 3.41% for 2019.  Interest on tax-exempt securities increased $293 to $3,053 for the period ended June 30, 2020, compared to $2,760 for the same period in 2019.2020.  The average balance of tax-exempt securities increased $34,884$9,027 to $208,260 for the period ended June 30, 2021 as compared to $199,233 for the period ended June 30, 2020 as compared to $164,349 for the period ended June 30, 2019.2020.  The yield on tax-exempt securities decreased 2313 basis points to 4.08% for 2021, compared to 4.21% for 2020, compared to 4.44% for 2019.2020.

Interest on interest-bearing deposits in other banks decreased $217$233 to $472$239 for the period ended June 30, 2020,2021, compared to $689$472 for the same period in 2019.2020.  The average balance of interest-bearing deposits in other banks increased $86,207$285,957 to $430,705 for the period ended June 30, 2021 as compared to $144,748 for the period ended June 30, 2020 as compared to $58,541 for the period ended June 30, 2019.2020.  The yield on interest-bearing deposits in other banks decreased 17155 basis points to 0.11% for 2021, compared to 0.66% for 2020, compared to 2.37% for 2019.2020.  

Interest expense decreased $654$1,841, or 10.8%34.1%, to $5,396$3,555 for the period ended June 30, 2020,2021, compared with $6,050$5,396 for the same period in 2019.2020.  The change in interest expense can be attributed to an increase in the average balance of interest-bearing liabilities accompanied by a decrease in rate.  For the period ended June 30, 2020,2021, the average balance of interest-bearing liabilities increased $206,855$225,627 to $1,502,552,$1,728,179, as compared to $1,295,697$1,502,552 for the period ended June 30, 2019.2020.  Interest incurred on deposits decreased by $80$1,391 to $3,787$2,396 for the period ended June 30, 2020,2021, compared to $3,867$3,787 for the same period in 2019.2020. Although the average balance of interest-bearing deposits increased by $118,385$310,359 for the period ended June 30, 20202021 as compared to the same period in 2019,2020, deposit expense decreased due to a decrease in the rate paid on demand and savings accounts from 0.34% in 2019 to 0.22% in 2020.2020 to 0.11% in 2021.  The rate paid on time deposits increaseddecreased from 1.82%1.93% to 1.93%1.25% in 2020.2021.  Interest expense incurred on FHLB advances and subordinated debentures decreased 26.8%28.0% from 2019.2020.  The average balance on FHLB balances increased $23,509decreased $27,993 as a result of the prepayment of a long-term advance for the period ended June 30, 20202021 as compared to the same period in 2019,2020, while the rate paid decreased 988 basis points.  In addition, the rate paid on subordinated debentures decreased 125131 basis points for the period ended June 30, 20202021 as compared to the same period in 2019.2020. The average balance of other borrowings increaseddecreased $62,410 for the period ended June 30, 20202021 as compared to the same period in 20192020 as a result of the Company’s borrowings underrepayment of the Paycheck Protection Program Liquidity Facility to fund loans.Facility.

Page 4645


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

The following table presents the condensed average balance sheets for the six months ended June 30, 20202021 and 2019.2020. The daily average loan amounts outstanding are net of unearned income and include loans held for sale and nonaccrual loans. The average balance of securities is computed using the carrying value of securities. Rates are annualized and taxable equivalent yields are computed using a 21% tax rate for tax-exempt interest income. The average yield has been computed using the historical amortized cost average balance for available-for-sale securities.

 

 

Six Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

Assets:

 

Average

balance

 

 

Interest

 

 

Yield/

rate*

 

 

Average

balance

 

 

Interest

 

 

Yield/

rate*

 

 

Average

balance

 

 

Interest

 

 

Yield/

rate*

 

 

Average

balance

 

 

Interest

 

 

Yield/

rate*

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

1,849,327

 

 

$

43,286

 

 

 

4.71

%

 

$

1,573,924

 

 

$

42,619

 

 

 

5.46

%

Loans, including fees**

 

$

2,062,061

 

 

$

45,436

 

 

 

4.44

%

 

$

1,849,327

 

 

$

43,286

 

 

 

4.71

%

Taxable securities

 

 

186,780

 

 

 

2,775

 

 

 

3.10

%

 

 

205,285

 

 

 

3,442

 

 

 

3.41

%

 

 

189,729

 

 

 

2,505

 

 

 

2.75

%

 

 

186,780

 

 

 

2,775

 

 

 

3.10

%

Tax-exempt securities

 

 

199,233

 

 

 

3,053

 

 

 

4.21

%

 

 

164,349

 

 

 

2,760

 

 

 

4.44

%

 

 

208,260

 

 

 

3,044

 

 

 

4.08

%

 

 

199,233

 

 

 

3,053

 

 

 

4.21

%

Interest-bearing deposits in other banks

 

 

144,748

 

 

 

472

 

 

 

0.66

%

 

 

58,541

 

 

 

689

 

 

 

2.37

%

 

 

430,705

 

 

 

239

 

 

 

0.11

%

 

 

144,748

 

 

 

472

 

 

 

0.66

%

Total interest-earning assets

 

$

2,380,088

 

 

$

49,586

 

 

 

4.30

%

 

$

2,002,099

 

 

$

49,510

 

 

 

5.08

%

 

$

2,890,755

 

 

$

51,224

 

 

 

3.66

%

 

$

2,380,088

 

 

$

49,586

 

 

 

4.30

%

Noninterest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from financial institutions

 

 

126,655

 

 

 

 

 

 

 

 

 

 

 

65,567

 

 

 

 

 

 

 

 

 

 

 

39,777

 

 

 

 

 

 

 

 

 

 

 

126,655

 

 

 

 

 

 

 

 

 

Premises and equipment, net

 

 

22,636

 

 

 

 

 

 

 

 

 

 

 

21,872

 

 

 

 

 

 

 

 

 

 

 

22,442

 

 

 

 

 

 

 

 

 

 

 

22,636

 

 

 

 

 

 

 

 

 

Accrued interest receivable

 

 

8,031

 

 

 

 

 

 

 

 

 

 

 

6,931

 

 

 

 

 

 

 

 

 

 

 

8,515

 

 

 

 

 

 

 

 

 

 

 

8,031

 

 

 

 

 

 

 

 

 

Intangible assets

 

 

84,994

 

 

 

 

 

 

 

 

 

 

 

85,990

 

 

 

 

 

 

 

 

 

 

 

84,749

 

 

 

 

 

 

 

 

 

 

 

84,994

 

 

 

 

 

 

 

 

 

Other assets

 

 

36,229

 

 

 

 

 

 

 

 

 

 

 

22,394

 

 

 

 

 

 

 

 

 

 

 

37,157

 

 

 

 

 

 

 

 

 

 

 

36,229

 

 

 

 

 

 

 

 

 

Bank owned life insurance

 

 

45,210

 

 

 

 

 

 

 

 

 

 

 

43,987

 

 

 

 

 

 

 

 

 

 

 

46,185

 

 

 

 

 

 

 

 

 

 

 

45,210

 

 

 

 

 

 

 

 

 

Less allowance for loan losses

 

 

(16,013

)

 

 

 

 

 

 

 

 

 

 

(13,885

)

 

 

 

 

 

 

 

 

 

 

(26,087

)

 

 

 

 

 

 

 

 

 

 

(16,013

)

 

 

 

 

 

 

 

 

Total Assets

 

$

2,687,830

 

 

 

 

 

 

 

 

 

 

$

2,234,955

 

 

 

 

 

 

 

 

 

 

$

3,103,493

 

 

 

 

 

 

 

 

 

 

$

2,687,830

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand and savings

 

$

961,285

 

 

$

1,044

 

 

 

0.22

%

 

$

857,232

 

 

$

1,429

 

 

 

0.34

%

 

$

1,280,030

 

 

$

677

 

 

 

0.11

%

 

$

961,285

 

 

$

1,044

 

 

 

0.22

%

Time

 

 

285,179

 

 

 

2,743

 

 

 

1.93

%

 

 

270,847

 

 

 

2,438

 

 

 

1.82

%

 

 

276,793

 

 

 

1,719

 

 

 

1.25

%

 

 

285,179

 

 

 

2,743

 

 

 

1.93

%

Short-term FHLB advance

 

 

16,391

 

 

 

134

 

 

 

1.64

%

 

 

102,108

 

 

 

1,270

 

 

 

2.51

%

 

 

 

 

 

 

 

 

 

 

 

16,391

 

 

 

134

 

 

 

1.64

%

Long-term FHLB advance

 

 

125,000

 

 

 

894

 

 

 

1.44

%

 

 

15,774

 

 

 

159

 

 

 

2.03

%

 

 

113,398

 

 

 

774

 

 

 

1.38

%

 

 

125,000

 

 

 

894

 

 

 

1.44

%

Other borrowings

 

 

62,410

 

 

 

4

 

 

 

0.01

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

62,410

 

 

 

4

 

 

 

0.01

%

Federal funds purchased

 

 

305

 

 

 

3

 

 

 

1.98

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

305

 

 

 

3

 

 

 

1.98

%

Subordinated debentures

 

 

29,427

 

 

 

563

 

 

 

3.85

%

 

 

29,427

 

 

 

744

 

 

 

5.10

%

 

 

29,427

 

 

 

371

 

 

 

2.54

%

 

 

29,427

 

 

 

563

 

 

 

3.85

%

Repurchase Agreements

 

 

22,555

 

 

 

11

 

 

 

0.10

%

 

 

20,309

 

 

 

10

 

 

 

0.10

%

 

 

28,531

 

 

 

14

 

 

 

0.10

%

 

 

22,555

 

 

 

11

 

 

 

0.10

%

Total interest-bearing liabilities

 

$

1,502,552

 

 

$

5,396

 

 

 

0.72

%

 

$

1,295,697

 

 

$

6,050

 

 

 

0.94

%

 

$

1,728,179

 

 

$

3,555

 

 

 

0.41

%

 

$

1,502,552

 

 

$

5,396

 

 

 

0.72

%

Noninterest-bearing deposits

 

 

795,215

 

 

 

 

 

 

 

 

 

 

 

610,265

 

 

 

 

 

 

 

 

 

 

 

986,185

 

 

 

 

 

 

 

 

 

 

 

795,215

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

58,500

 

 

 

 

 

 

 

 

 

 

 

20,408

 

 

 

 

 

 

 

 

 

 

 

39,690

 

 

 

 

 

 

 

 

 

 

 

58,500

 

 

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

331,563

 

 

 

 

 

 

 

 

 

 

 

308,585

 

 

 

 

 

 

 

 

 

 

 

349,439

 

 

 

 

 

 

 

 

 

 

 

331,563

 

 

 

 

 

 

 

 

 

Total Liabilities and Shareholders’ Equity

 

$

2,687,830

 

 

 

 

 

 

 

 

 

 

$

2,234,955

 

 

 

 

 

 

 

 

 

 

$

3,103,493

 

 

 

 

 

 

 

 

 

 

$

2,687,830

 

 

 

 

 

 

 

 

 

Net interest income and interest rate spread

 

 

 

 

 

$

44,190

 

 

 

3.58

%

 

 

 

 

 

$

43,460

 

 

 

4.14

%

 

 

 

 

 

$

47,669

 

 

 

3.25

%

 

 

 

 

 

$

44,190

 

 

 

3.58

%

Net interest margin

 

 

 

 

 

 

 

 

 

 

3.84

%

 

 

 

 

 

 

 

 

 

 

4.47

%

 

 

 

 

 

 

 

 

 

 

3.41

%

 

 

 

 

 

 

 

 

 

 

3.84

%

 

*—Average yields are presented on a tax equivalent basis.  The tax equivalent effect associated with loans and investments, included in the yields above, was $819$814 and $741$819 for the periods ended June 30, 2022021 and 2019,2020, respectively.

 

**—Average balance includes nonaccrual loans.

Page 4746


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

Net interest income may also be analyzed by comparing the volume and rate components of interest income and interest expense. The following table provides an analysis of the changes in interest income and expense between the six months ended June 30, 20202021 and 2019.2020. The table is presented on a fully tax-equivalent basis.

 

 

Increase (decrease) due to:

 

 

 

Volume (1)

 

 

Rate (1)

 

 

Net

 

 

 

(Dollars in thousands)

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

4,786

 

 

$

(2,636

)

 

$

2,150

 

Taxable securities

 

 

54

 

 

 

(324

)

 

 

(270

)

Tax-exempt securities

 

 

95

 

 

 

(104

)

 

 

(9

)

Interest-bearing deposits in other banks

 

 

388

 

 

 

(621

)

 

 

(233

)

Total interest income

 

$

5,323

 

 

$

(3,685

)

 

$

1,638

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

Demand and savings

 

$

276

 

 

$

(643

)

 

$

(367

)

Time

 

 

(78

)

 

 

(946

)

 

 

(1,024

)

Short-term FHLB advance

 

 

(134

)

 

 

 

 

 

(134

)

Long-term FHLB advance

 

 

(80

)

 

 

(40

)

 

 

(120

)

Other borrowings

 

 

(4

)

 

 

 

 

 

(4

)

Federal funds purchased

 

 

(3

)

 

 

 

 

 

(3

)

Subordinated debentures

 

 

 

 

 

(192

)

 

 

(192

)

Repurchase agreements

 

 

3

 

 

 

 

 

 

3

 

Total interest expense

 

$

(20

)

 

$

(1,821

)

 

$

(1,841

)

Net interest income

 

$

5,343

 

 

$

(1,864

)

 

$

3,479

 

(1)The change in interest income and interest expense due to changes in both volume and rate, which cannot be segregated, has been allocated proportionately to the change due to volume and the change due to rate.

 

 

 

Increase (decrease) due to:

 

 

 

Volume (1)

 

 

Rate (1)

 

 

Net

 

 

 

(Dollars in thousands)

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

6,888

 

 

$

(6,221

)

 

$

667

 

Taxable securities

 

 

(373

)

 

 

(294

)

 

 

(667

)

Tax-exempt securities

 

 

436

 

 

 

(143

)

 

 

293

 

Interest-bearing deposits in other banks

 

 

523

 

 

 

(740

)

 

 

(217

)

Total interest income

 

$

7,474

 

 

$

(7,398

)

 

$

76

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

Demand and savings

 

$

158

 

 

$

(543

)

 

$

(385

)

Time

 

 

133

 

 

 

172

 

 

 

305

 

Short-term FHLB advance

 

 

(807

)

 

 

(329

)

 

 

(1,136

)

Long-term FHLB advance

 

 

794

 

 

 

(59

)

 

 

735

 

Other borrowings

 

 

4

 

 

 

 

 

 

4

 

Federal funds purchased

 

 

3

 

 

 

 

 

 

3

 

Subordinated debentures

 

 

 

 

 

(181

)

 

 

(181

)

Repurchase agreements

 

 

1

 

 

 

 

 

 

1

 

Total interest expense

 

$

286

 

 

$

(940

)

 

$

(654

)

Net interest income

 

$

7,188

 

 

$

(6,458

)

 

$

730

 

(1)

The change in interest income and interest expense due to changes in both volume and rate, which cannot be segregated, has been allocated proportionately to the change due to volume and the change due to rate.

The Company provides for loan losses through regular provisions to the allowance for loan losses.  Provisions for loan losses totaled $5,612$830 and $0$5,612 during the periods ended June 30, 202031, 2021 and 2019.2020. The increasedecrease in the provision in the second quarter of 2021 was due to an increasethe stability of our metrics coupled with the stabilization and, in the bank’s qualitative factors, primarily changes insome cases, improvement of international, national, regional and local economic conditions related tothat were adversely impacted by the 2020 economic shutdown driven byand restrictions in response to the ongoing COVID-19 pandemic.  While vaccinations in the first six months of 2021 have created some level of optimism in the business community, we remain cautious given the level of classified loans in the portfolio, particularly loans to borrowers in the hotel industry.  Economic impacts related to the COVID-19 pandemic includesince March 2020 have included the loss of revenue being experienceexperienced by our business clients, disruption of supply chains, additional employee costs for businesses due to the pandemic, higher unemployment rates throughout our footprint and a large number of customers requesting payment relief.  While some of the pressures have eased, ongoing supply chain and staffing challenges, as well as the threat of inflation remain.  Our Commercial and Commercial Real Estate and Consumer portfolios have been, and are expected to continue to be impacted the most.

Noninterest income for the six-month periods ended June 30, 20202021 and 20192020 are as follows:

 

 

Six months ended June 30,

 

 

Six months ended June 30,

 

 

2020

 

 

2019

 

 

$ Change

 

 

% Change

 

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

Service charges

 

$

2,398

 

 

$

3,008

 

 

$

(610

)

 

 

-20.3

%

 

$

2,573

 

 

$

2,398

 

 

$

175

 

 

 

7.3

%

Net gain (loss) on sale of securities

 

 

 

 

 

14

 

 

 

(14

)

 

 

-100.0

%

Net gain on equity securities

 

 

(146

)

 

 

(31

)

 

 

(115

)

 

 

371.0

%

Net gain on sale of securities

 

 

1,783

 

 

 

 

 

 

1,783

 

 

 

0.0

%

Net gain (loss) on equity securities

 

 

141

 

 

 

(146

)

 

 

287

 

 

 

-196.6

%

Net gain on sale of loans

 

 

3,088

 

 

 

886

 

 

 

2,202

 

 

 

248.5

%

 

 

4,963

 

 

 

3,088

 

 

 

1,875

 

 

 

60.7

%

ATM/Interchange fees

 

 

2,043

 

 

 

1,857

 

 

 

186

 

 

 

10.0

%

 

 

2,620

 

 

 

2,043

 

 

 

577

 

 

 

28.2

%

Wealth management fees

 

 

1,910

 

 

 

1,758

 

 

 

152

 

 

 

8.6

%

 

 

2,334

 

 

 

1,910

 

 

 

424

 

 

 

22.2

%

Bank owned life insurance

 

 

490

 

 

 

499

 

 

 

(9

)

 

 

-1.8

%

 

 

491

 

 

 

490

 

 

 

1

 

 

 

0.2

%

Tax refund processing fees

 

 

2,375

 

 

 

2,750

 

 

 

(375

)

 

 

-13.6

%

 

 

2,375

 

 

 

2,375

 

 

 

 

 

 

0.0

%

Swap fees

 

 

1,102

 

 

 

88

 

 

 

1,014

 

 

 

1152.3

%

 

 

94

 

 

 

1,102

 

 

 

(1,008

)

 

 

-91.5

%

Other

 

 

470

 

 

 

559

 

 

 

(89

)

 

 

-15.9

%

 

 

841

 

 

 

470

 

 

 

371

 

 

 

78.9

%

Total noninterest income

 

$

13,730

 

 

$

11,388

 

 

$

2,342

 

 

 

20.6

%

 

$

18,215

 

 

$

13,730

 

 

$

4,485

 

 

 

32.7

%

Page 4847


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

Noninterest income for the six months ended June 30, 202031, 2021 was $13,730,$18,215, an increase of $2,342$4,485, or 20.6%32.7%, from $11,388$13,730 for the same period of 2019.2020. The increase was primary due to increases in net gain (loss) on equity securities of $287, net gain on sale of securities of $1,783, net gain on sale of loans of $2,202,$1,875, ATM/Interchange fees of $186 and swap$577, wealth management fees of $1,014$424 and other income of $371, which was offset by a decrease in service charges of $610, tax refund processingswap fees of $375, other income$1,008.  Net gain on sale of $89 and an increase in net loss on equity securities increased as a result of $115.the sale of Visa Class B shares.  Net gain (loss) on equity securities decreasedincreased as a result of market value decreases.increases.  Net gain on sale of loans increased primarily as a result of an increase in volume of loans sold.  During the six-months ended June 30, 2020, 658752 loans were sold, totaling $126,828.$147,841.  During the six-months ended June 30, 2019, 2512020, 658 loans were sold, totaling $44,441.$126,828.  ATM/Interchange fees increased as a result of increased transaction fees and MasterCard fees.  Wealth management fees increased primarily as a result of an increase in trust and brokerage fees of $343 and $81, respectively. Trust income increased as a result of new accounts and market conditions while brokerage income has increased due to volume of business.  Swap fees increaseddecreased due to the volume of swaps performed during the six-months ended June 30, 20202021 as compared to the same period of 2019.  Service charges decreased2020.  Other income increased due to Civista waiving $93 of serviceincreases in wire transfer fees, on deposits accounts related to the COVID-19 pandemic. In addition, overdraft fees have decreased during the period.  Other income decreased due to the amortization of mortgage servicing rights, as a resultmerchant credit card fees and gains on the sale of higher loan payoffs.OREO properties.

 

Additionally, the Company processes state and federal income tax refund payments for customers of third-party income tax preparation vendors for which we receive a fee for processing the refund payments.  Tax refund processing fees were $2,375 for each of the periodsix months ended June 30, 2019, a decrease of $375 from $2,750 for the same period of 2019.  The decrease is the result of a decrease in volume of transactions processed during the period.2021 and 2020.  This fee income is seasonal in nature, the majority of which is earned in the first quarter of the year.

Noninterest expense for the six-month periods ended June 30, 20202021 and 20192020 are as follows:

 

 

Six months ended June 30,

 

 

Six months ended June 30,

 

 

2020

 

 

2019

 

 

$ Change

 

 

% Change

 

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

Compensation expense

 

$

21,468

 

 

$

19,353

 

 

$

2,115

 

 

 

10.9

%

 

$

23,188

 

 

$

21,468

 

 

$

1,720

 

 

 

8.0

%

Net occupancy expense

 

 

2,040

 

 

 

2,004

 

 

 

36

 

 

 

1.8

%

 

 

2,231

 

 

 

2,040

 

 

 

191

 

 

 

9.4

%

Equipment expense

 

 

1,013

 

 

 

943

 

 

 

70

 

 

 

7.4

%

 

 

896

 

 

 

1,013

 

 

 

(117

)

 

 

-11.5

%

Contracted data processing

 

 

925

 

 

 

866

 

 

 

59

 

 

 

6.8

%

 

 

933

 

 

 

925

 

 

 

8

 

 

 

0.9

%

FDIC assessment

 

 

243

 

 

 

298

 

 

 

(55

)

 

 

-18.5

%

 

 

582

 

 

 

243

 

 

 

339

 

 

 

139.5

%

State franchise tax

 

 

967

 

 

 

899

 

 

 

68

 

 

 

7.6

%

 

 

1,096

 

 

 

967

 

 

 

129

 

 

 

13.3

%

Professional services

 

 

1,620

 

 

 

1,395

 

 

 

225

 

 

 

16.1

%

 

 

1,479

 

 

 

1,620

 

 

 

(141

)

 

 

-8.7

%

Amortization of intangible assets

 

 

459

 

 

 

475

 

 

 

(16

)

 

 

-3.4

%

 

 

445

 

 

 

459

 

 

 

(14

)

 

 

-3.1

%

ATM/Interchange expense

 

 

778

 

 

 

924

 

 

 

(146

)

 

 

-15.8

%

 

 

1,249

 

 

 

778

 

 

 

471

 

 

 

60.5

%

Marketing

 

 

695

 

 

 

707

 

 

 

(12

)

 

 

-1.7

%

 

 

641

 

 

 

695

 

 

 

(54

)

 

 

-7.8

%

Software maintenance expense

 

 

844

 

 

 

705

 

 

 

139

 

 

 

19.7

%

 

 

1,053

 

 

 

844

 

 

 

209

 

 

 

24.8

%

Other operating expenses

 

 

4,918

 

 

 

4,519

 

 

 

399

 

 

 

8.8

%

 

 

8,064

 

 

 

4,918

 

 

 

3,146

 

 

 

64.0

%

Total noninterest expense

 

$

35,970

 

 

$

33,088

 

 

$

2,882

 

 

 

8.7

%

 

$

41,857

 

 

$

35,970

 

 

$

5,887

 

 

 

16.4

%

 

Noninterest expense for the six months ended June 30, 20202021 was $35,970,$41,857, an increase of $2,882,$5,887, or 8.7%16.4%, from $33,088$35,970 reported for the same period of 2019.2020. The primary reasons for the increase were increases in compensation expenses of $2,115, professional services costs$1,720, FDIC assessments of $225,$339, state franchise tax of $129, ATM/Interchange expense of $471, software maintenance expense of $139$209 and other operating expenses of $399, offset by decreases in FDIC assessments of $55 and ATM/Interchange expense of $146.$3,146.  The increase in compensation expense was due to increased payroll, overtime pay, 401k expenses, payroll taxes employee insurance and commission and incentive based costs.  The year-to-date average full time equivalent (FTE) employees were 454.2 at June 30, 2020, an increase of 20.9 FTEs over 2019, which increased payroll and payroll related expenses. Payroll and payroll related expenses also increased due to annual pay increases and increases in commission based costs are thea result of increased loan activity.  The year-over-year decreaseincrease in FDIC assessments was attributable to the remaining small bank assessment credits the bank carried over into 2020 and applied to its first quarter assessment.the 2020 assessments.  The state franchise tax increase in professional services costs is related to $172 of additional taxes paid on the Company’s 2019 franchise tax return as a result of increased consulting services to implement cost savings and customer services and increased recruitment costs.findings from a State of Ohio audit.  The decreaseincrease in ATM/Interchange expense is primarily due to increased transaction fees and a settlement received in the second quarter of 2020 and savings realized by a vendor change.2020.  The increase in software maintenance expense is due to a general increase in legacy software maintenance contracts and new maintenance contracts.  The increase in other operating expense is primarily due to increases in software depreciation, amortizationthe prepayment expense of low income housing investments, other loan expense and MSR valuation expense, employee education and training, ATM/debit card losses and communication expense,$3,717 related to the early payoff of an FHLB long-term advance, offset by decreases in travel and lodging and meals.

a credit to the valuation adjustment for mortgage servicing rights.

Page 4948


Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

 

Income tax expense for the six months ended June 30, 20202021 totaled $2,001, down $1,429$3,275, up $1,274 compared to the same period in 2019.2020. The effective tax rates for the six-month periods ended June 30, 2021 and 2020 were 14.1% and 2019 were 12.2% and 15.8%12.3%, respectively.  The difference between the statutory federal income tax rate and the Company’s effective tax rate is the permanent tax differences, primarily consisting of tax-exempt interest income from municipal investments and loans, low income housing tax credits and bank owned life insurance income.  The decreaseincrease in the effective tax rate is due to lowerhigher taxable income for the six-months ended June 30, 2020,2021, as compared to the same period in 2019.2020.

Capital Resources

Shareholders’ equity totaled $336,613$352,413 at June 30, 20202021 compared to $330,126$350,108 at December 31, 2019. The Company repurchased common shares during the period, which totaled $11,450. The increase in shareholders’2020. Shareholders’ equity was also impacted by net income of $14,337,$19,922, a $114$129 net decrease in the Company’s pension liability, which was offset by and an increasea decrease in the fair value of securities available for sale, net of tax, of $6,666, which was partially offset by$3,055, dividends on common stock of $3,599.$3,792 and the Company’s repurchase of common shares during the period, which totaled $11,355.

All of the Company’s capital ratios exceeded the regulatory minimum guidelines as of June 30, 20202021 and December 31, 20192020 as identified in the following table:

 

 

Total Risk

Based

Capital

 

 

Tier I Risk

Based

Capital

 

 

CET1 Risk

Based

Capital

 

 

Leverage

Ratio

 

 

Total Risk

Based

Capital

 

 

Tier I Risk

Based

Capital

 

 

CET1 Risk

Based

Capital

 

 

Leverage

Ratio

 

Company Ratios—June 30, 2020

 

 

14.0

%

 

 

13.0

%

 

 

11.6

%

 

 

10.4

%

Company Ratios—December 31, 2019

 

 

16.1

%

 

 

15.3

%

 

 

13.6

%

 

 

12.3

%

Company Ratios—June 30, 2021

 

 

15.9

%

 

 

14.6

%

 

 

13.2

%

 

 

9.9

%

Company Ratios—December 31, 2020

 

 

16.0

%

 

 

14.7

%

 

 

13.2

%

 

 

10.8

%

For Capital Adequacy Purposes

 

 

8.0

%

 

 

6.0

%

 

 

4.5

%

 

 

4.0

%

 

 

8.0

%

 

 

6.0

%

 

 

4.5

%

 

 

4.0

%

To Be Well Capitalized Under Prompt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corrective Action Provisions

 

 

10.0

%

 

 

8.0

%

 

 

6.5

%

 

 

5.0

%

 

 

10.0

%

 

 

8.0

%

 

 

6.5

%

 

 

5.0

%

 

Liquidity

The Company maintains a conservative liquidity position. All securities, with the exception of equity securities, are classified as available for sale. Securities, with maturities of one year or less, totaled $8,252,$12,246, or 2.2%2.7% of the total security portfolio at June 30, 2020.2021. The available for sale portfolio helps to provide the Company with the ability to meet its funding needs. The Condensed Consolidated Statements of Cash Flows (Unaudited) contained in the consolidated financial statementsConsolidated Financial Statements detail the Company’s cash flows from operating activities resulting from net earnings.

 

As reported in the Condensed Consolidated Statements of Cash Flows (Unaudited), our cash flows are classified for financial reporting purposes as operating, investing or financing cash flows. Net cash provided by operating activities was $11,590$19,996 and $20,369$11,590 for the six months ended June 30, 20202021 and 2019,2020, respectively. The primary additions to cash from operating activities are from proceeds from the sale of loans. In addition, in 2020, additions from the change in the provision of loan losses and net deferred loan fees of $5,612 and $8,816, respectively added to cash from operating activities. The primary use of cash from operating activities is from loans originated for sale.  The increase in originations and sales of loans held for sale is due to an increase in volume due to refinances as rates have declined.  Net cash used forby investing activities was $326,182$58,661 and $38,740$326,182 for the six months ended June 30, 20202021 and 2019,2020, respectively, principally reflecting our loan and investment security activities.  Cash provided by and used for deposits, borrowings and purchase of treasury shares comprised most of our financing activities, which resulted in net cash provided by of $462,577$144,449 and $25,431$462,577 for the six months ended June 30, 20202021 and 2019,2020, respectively.

Future loan demand of Civista may be funded by increases in deposit accounts, proceeds from payments on existing loans, the maturity of securities, and the sale of securities classified as available for sale. Additional sources of funds may also come from borrowing in the Federal Funds market and/or borrowing from the FHLB. Through its correspondent banks, Civista maintains federal funds borrowing lines totaling $50,000. As of June 30, 2020, Civista had total credit availability with the FHLB of $603,042$602,978 with standby letters of credit totaling $20,000$23,300 and a remaining borrowing capacity of approximately $458,042.$504,678. In addition, CBI maintains a credit line totaling $10,000.

 

 

 

Page 5049


Civista Bancshares, Inc.

Quantitative and Qualitative Disclosures About Market Risk

Form 10-Q

(Amounts in thousands, except share data)

 

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

The Company’s primary market risk exposure is interest-rate risk and, to a lesser extent, liquidity risk. All of the Company’s transactions are denominated in U.S. dollars with no specific foreign exchange exposure.

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

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

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

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

Several techniques may be used by an institution to minimize interest-rate risk. One approach used by the Company is to periodically analyze its assets and liabilities and make future financing and investment decisions based on payment streams, interest rates, contractual maturities, and estimated sensitivity to actual or potential changes in market interest rates. Such activities fall under the broad definition of asset/liability management. The Company’s primary asset/liability management technique is the measurement of the Company’s asset/liability gap, that is, the difference between the cash flow amounts of interest sensitive assets and liabilities that will be refinanced (or repriced) during a given period. For example, if the asset amount to be repriced exceeds the corresponding liability amount for a certain day, month, year, or longer period, the institution is in an asset sensitive gap position. In this situation, net interest income would increase if market interest rates rose or decrease if market interest rates fell. If, alternatively, more liabilities than assets will reprice, the institution is in a liability sensitive position. Accordingly, net interest income would decline when rates rose and increase when rates fell. Also, these examples assume that interest rate changes for assets and liabilities are of the same magnitude, whereas actual interest rate changes generally differ in magnitude for assets and liabilities.

Page 5150


Civista Bancshares, Inc.

Quantitative and Qualitative Disclosures About Market Risk

Form 10-Q

(Amounts in thousands, except share data)

 

Several ways an institution can manage interest-rate risk include selling existing assets or repaying certain liabilities; matching repricing periods for new assets and liabilities, for example, by shortening terms of new loans or securities; and hedging existing assets, liabilities, or anticipated transactions. An institution might also invest in more complex financial instruments intended to hedge or otherwise change interest-rate risk. Interest rate swaps, futures contracts, options on futures, and other such derivative financial instruments often are used for this purpose. Because these instruments are sensitive to interest rate changes, they require management expertise to be effective. The Company has not purchased derivative financial instruments to hedge interest rate risk in the past and does not currently intend to purchase such instruments in the near future. Financial institutions are also subject to prepayment risk in falling rate environments. For example, mortgage loans and other financial assets may be prepaid by a debtor so that the debtor may refinance its obligations at new, lower rates. Prepayments of assets carrying higher rates reduce the Company’s interest income and overall asset yields. A large portion of an institution’s liabilities may be short-term or due on demand, while most of its assets may be invested in long-term loans or securities. Accordingly, the Company seeks to have in place sources of cash to meet short-term demands. These funds can be obtained by increasing deposits, borrowing, or selling assets. FHLB advances and wholesale borrowings may also be used as important sources of liquidity for the Company.

The following table provides information about the Company’s financial instruments that were sensitive to changes in interest rates as of December 31, 20192020 and June 30, 2020,2021, based on certain prepayment and account decay assumptions that management believes are reasonable. The table shows the changes in the Company’s net portfolio value (in amount and percent) that would result from hypothetical interest rate increases of 200 basis points and 100 basis points and interest rate decreases of 100 basis points and 200 basis points at June 30, 20202021 and December 31, 2019.2020.

The Company had derivative financial instruments as of December 31, 20192020 and June 30, 2020.2021. The changes in fair value of the assets and liabilities of the underlying contracts offset each other. Expected maturity date values for interest-bearing core deposits were calculated based on estimates of the period over which the deposits would be outstanding. The Company’s borrowings were tabulated by contractual maturity dates and without regard to any conversion or repricing dates.

 

Net Portfolio Value

Net Portfolio Value

 

Net Portfolio Value

 

 

June 30, 2020

 

 

December 31, 2019

 

 

June 30, 2021

 

 

December 31, 2020

 

Change in Rates

 

Dollar

Amount

 

 

Dollar

Change

 

 

Percent

Change

 

 

Dollar

Amount

 

 

Dollar

Change

 

 

Percent

Change

 

 

Dollar

Amount

 

 

Dollar

Change

 

 

Percent

Change

 

 

Dollar

Amount

 

 

Dollar

Change

 

 

Percent

Change

 

+200bp

 

 

483,152

 

 

 

71,705

 

 

 

17

%

 

 

449,843

 

 

 

31,596

 

 

 

8

%

 

 

509,917

 

 

 

32,307

 

 

 

7

%

 

 

515,754

 

 

 

44,930

 

 

 

10

%

+100bp

 

 

455,738

 

 

 

44,291

 

 

 

11

%

 

 

437,195

 

 

 

18,948

 

 

 

5

%

 

 

496,630

 

 

 

19,020

 

 

 

4

%

 

 

503,010

 

 

 

32,186

 

 

 

7

%

Base

 

 

411,447

 

 

 

 

 

 

 

 

 

418,247

 

 

 

 

 

 

 

 

 

477,610

 

 

 

 

 

 

 

 

 

470,824

 

 

 

 

 

 

 

-100bp

 

 

438,284

 

 

 

26,837

 

 

 

7

%

 

 

394,943

 

 

 

(23,304

)

 

 

-6

%

 

 

515,533

 

 

 

37,923

 

 

 

8

%

 

 

501,686

 

 

 

30,862

 

 

 

7

%

-200bp

 

 

472,406

 

 

 

60,959

 

 

 

15

%

 

 

416,878

 

 

 

(1,369

)

 

 

0

%

 

 

551,942

 

 

 

74,332

 

 

 

16

%

 

 

527,360

 

 

 

56,536

 

 

 

12

%

 

The change in net portfolio value from December 31, 20192020 to June 30, 2020,2021, can be attributed to a couple of factors.  There was a nearly parallel drop inThe yield curve has shifted up and steepened on the yield curveshort end from the end of the year, and both the volume and mix of assets and funding sources has changed.  The volume of loans has increased, but the mix has shifted toward cash.  Both the increase in loans and cash are primarily a result of PPP loans and the proceeds of those loans on deposit, respectively.  Similarly,Cash also increased as a result of the tax refund processing program, as it does each year in the first half of the year.  The volume and mix of liabilities has shifted toward deposits and away from certificates of deposit and other borrowings.  Deposits increased as a result of PPP loan proceeds on deposit and other borrowings increasedalso as a result of PPP funding acquired from the PPPLF.influx of cash due to the tax refund processing program.  The mix shifts from the end of the year led to a slight decreasesmall increase in the base net portfolio value.  Generally, assets have shifted toward less volatile components while liabilities have shifted toward more volatile components.  Combined, this led to ana small increase in volatility.  Beyond the change in the base level of net portfolio value, projected movements in rates, up or down, would also lead to changes in market values.  The change in the rates up scenarios for both the 100 and 200 basis point movements would lead to a larger decrease in the market value of liabilities than assets.  Accordingly, we see an increase in the net portfolio value.  For 100 and 200 basis point downward changes in rates, the market value of liabilitiesassets would increase more quicklyfaster than the market value of assets,liabilities, leading to an increase in the net portfolio value.

 

 

Page 5251


Civista Bancshares, Inc.

Controls and Procedures

Form 10-Q

(Amounts in thousands, except share data)

 

ITEM 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive and our principal financial officers, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our principal executive and our principal financial officers concluded that our disclosure controls and procedures as of June 30, 2020,2021, were effective.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

 

Page 5352


Civista Bancshares, Inc.

Other Information

Form 10-Q

 

Part II—Other Information

Item 1.

 

NoneIn the ordinary course of their respective businesses, CBI or Civista or their respective properties may be named or otherwise subject as a plaintiff, defendant or other party to various pending and threatened legal proceedings and various actual and potential claims. In view of the inherent difficulty of predicting the outcome of such matters, CBI cannot state what the eventual outcome of any such matters will be. However, based on current knowledge and after consultation with legal counsel, management believes these proceedings will not have a material adverse effect on the consolidated financial position, results of operations or liquidity of CBI or Civista.

 

Item 1A.

Risk Factors

The following information updates our risk factors and should be read in conjunction with the risk factors disclosed in “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and in “Item 1A. Risk Factors” of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.2021.

As a participating lender in the SBA Paycheck Protection Program (“PPP”), Civista is subject to additional risks of litigation from its customers or other parties regarding Civista’s processing of loans for the PPP and risks that the SBA may not fund some or all PPP loan guaranties.CHANGES IN THE FEDERAL, STATE, OR LOCAL TAX LAWS MAY NEGATIVELY IMPACT OUR FINANCIAL PERFORMANCE.

On March 27, 2020,31, 2021, the President Trump signedunveiled his infrastructure plan, which includes a proposal to increase the CARES Act, which includedfederal corporate tax rate from 21% to 28% as part of a loan program administered throughpackage of tax reforms to help fund the SBA referred to as the PPP. Under the PPP, small businesses and other entities and individuals can apply for loans from existing SBA lenders and other approved regulated lenders that enrollspending proposals in the program, subject to numerous limitations and eligibility criteria. Civista has participated as a lenderplan.  The plan is in the PPP. The PPP opened on April 3, 2020; however, becauseearly stages of the short timeframe betweenlegislative process.  If adopted as proposed, the passingincrease of the CARES Act and the opening of the PPP, there was some ambiguity in the laws, rules and guidance regarding the operation of the PPP, which exposes Civista to risks relating to noncompliance with the PPP.

Since the opening of the PPP, several other larger banks have been subject to litigation regarding the process and procedures that such banks used in processing applications for the PPP and claims related to agent fees. Civista may be exposed to the risk of similar litigation, from both customers and non-customers that approached Civista regarding PPP loans, regarding its process and procedures used in processing applications for the PPP, or litigation from agents with respect to agent fees. If any such litigation is filed against Civista and is not resolved in a favorable manner, it may result in significant financial liability orcorporate tax rate would adversely affect the Company’s reputation. In addition, litigation can be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP-related litigation could have a material adverse impact on our business, financial condition and results of operations.

Civista also has credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which a PPP loan was originated, funded, or serviced by Civista, such as an issue with the eligibility of a borrower to receive a PPP loan, which may or may not be related to the ambiguity in the laws, rules and guidance regarding the operation of the PPP. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, funded, or serviced by Civista, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from Civista.

THE OUTBREAK OF THE RECENT COVID-19, OR AN OUTBREAK OF ANOTHER HIGHLY INFECTIOUS OR CONTAGIOUS DISEASE, COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Our business is dependent upon the willingness and ability of our customers to conduct banking and other financial transactions. The spread of a highly infectious or contagious disease, such as COVID-19. Could cause severe and prolonged disruptions to the economies in the U.S. and our market areas, which could in turn disrupt the business activities, and operations of our customers, as well as our business and operations. Since January 2020, the COVID-19 outbreak has caused significant disruption in the financial markets both globally and in the United States. The spread of COVID-19, or an outbreak of another highly infectious or contagious disease, including the time such outbreak takes to wane and the time it takes our markets to return to normal, may result in a significant decrease in business and/or cause our customers to be unable to meet existing payment or other obligations to us, particularly in the event of a significant spread of COVID-19 or an outbreak of an infectious disease in our market area. Although we maintain contingency plans for pandemic outbreaks, a spread of COVID-19, or an outbreak of another contagious disease could also negatively impact the availability of key personnel necessary to conduct our business activities. Such a spread or outbreak also negatively impacts the business and operations of third-party service providers who perform critical services for us. The spread of COVID-19, or another highly infectious or contagious disease, or the failure to contain such spread could have a material adverse effect to our business, financial condition, and results of operations.

Page 54


Civista Bancshares, Inc.

Other Information

Form 10-Q

On March 11. 2020, the World Health Organization announced that infections of COVID-19 had become pandemic, and on March 13, the U.S. President announced a national emergency relating to the disease. National, state and local authorities have recommended social distancing and imposed quarantine and isolation measures on large portions of the population, including mandatory stay-at-home orders and business closures. More recently, authorities have issued recommendations and mandates, including a state-wide mask mandate in Ohio, in connection with the reopening of businesses.  These measures, while intended to protect human life, are expected to continue to have serious adverse impacts on the U.S. and our local economies of uncertain severity and duration. The effectiveness of economic stabilization efforts, including government payments to affected citizens and industries, is uncertain. Some economists are predicting the United States will soon enter a recession. Any of the foregoing factors, or other cascading effects of the pandemic that are not currently foreseeable, could materially affect our business, including our customers’ willingness to conduct banking transactions, their ability to pay on existing obligations and the availability of liquidity, which would negatively affect our financial condition and results of operations. The duration of any such impacts cannot be predicted.

OPERATIONAL IMPACTS FROM THE COVID-19 PANDEMIC COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

In response to COVID-19, the Company has modified its business practices with a portion of employees working remotely from their homes to limit interruptions to operations as much as possible and to help reduce the risk of COVID-19 infecting entire departments.  Reduced workforces which may be caused by, but not limited to, illness, quarantine, stay at home or other government mandates, or difficulties transitioning back to an in office environment, could result in an adverse impact to the Company’s operations and financial performance.  Employees with health conditions putting them at higher risk of adverse effects from COVID-19 are working remotely.  The Company is encouraging virtual meetings and conference calls in place of in-person meetings, including the annual shareholders meeting which was held via teleconference this year.  Additionally, travel has been restricted.  The Company is promoting social distancing, frequent hand washing and thorough disinfection of all surfaces.  Civista’s financial service location lobbies have been closed except for advance appointments only.  Branch drive-ups, call center, ATMs and online/mobile banking services continue to operate and are the preferred option of service.  Even with the precautions undertaken, the continued spread or prolonged impact of COVID-19 could negatively impact the availability of key personnel or significant numbers of the Company's staff, who are necessary to conduct the Company' business.

Further, technology in employees’ homes may not be as robust as in the Company’s offices and could cause the networks, information systems, applications, and other tools available to employees to be more limited or less reliable than in our offices.  The continuation of these work-from-home measures also introduces additional operational risk, including increased cybersecurity risk.  These cybersecurity risks include greater phishing, malware, and other cybersecurity attacks, vulnerability to disruptions of the Company’s information technology infrastructure and telecommunications systems for remote operations, increased risk of unauthorized dissemination of confidential information, limited ability to restore the systems in the event of a systems failure or interruption, greater risk of a security breach resulting in destruction or misuse of valuable information, and potential impairment of the Company’s ability to perform critical functions, including wiring funds, all of which could expose the Company to risks of data or financial loss, litigation and liability and could seriously disrupt operations and the operations of any impacted customers.

The Company also relies on many third parties in business operations, including appraisers of real property collateral, vendors that supply essential services such as loan servicers, providers of financial information, systems and analytical tools and providers of electronic payment and settlement systems, and local and federal government agencies, offices, and courthouses.  In light of the developing measures responding to the pandemic, many of these entities may limit the availability and access of their services.  For example, loan originations could be delayed due to the limited availability of real estate appraisers for the underlying collateral.  Loan closings could be delayed due to reductions in available staff in recording offices or the closing of courthouses in certain counties, which slows the process for title work, and mortgage and UCC filings in those counties.  If the third-party service providers continue to have limited capacities for a prolonged period or if additional limitations or potential disruptions in these services materialize, it may negatively affect the Company’s operations.

Page 55


Civista Bancshares, Inc.

Other Information

Form 10-Q

THE COMPANY MAY BE EXPOSED TO INCREASED INTEREST RATE RISK AS A RESULT OF THE COVID-19 PANDEMIC.

The Company’s net interest income, lending activities, deposits and profitability could be negatively affected by volatility in interest rates caused by uncertainties stemming from COVID-19.  In March 2020, the Federal Reserve lowered the target range for the federal funds rate to a range from 0% to 0.25%, citing concerns about the impact of COVID-19 on markets and stress in the energy sector.  A prolonged period of extremely volatile and unstable market conditions would likely increase the Company’s funding costs and negatively affect market risk mitigation strategies.  Higher revenue volatility from changes in interest rates and spreads to benchmark indices could cause a loss of future net interest income and a decrease in the fair market values of the Company’s assets.  Fluctuations in interest rates will impact both the level of income and expense recorded on most of the Company’s assets and liabilities and the market value of all interest-earning assets and interest-bearing liabilities, which in turn could have a material adverse effect on the Company’s net income, results of operations and financial condition.  Low rates increase the risk in the U.S. of a negative interest rate environment in which interest rates drop below zero, either broadly or for some types of instruments.  Such an occurrence would likely further reduce the interest the Company earns on loans and other earning assets, while also likely requiring the Company to pay to maintain its deposits with the Federal Reserve. The Company’s systems may not be able to adequately handle a negative interest rate environment and not all variable rate instruments are designed for such a circumstance.  The Company cannot predict the nature or timing of future changes in monetary policies in response to the outbreak or the precise effects that they may have on the Company’s activities and financial results.periods.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

During the second quarter of 2020,2021, the Company purchased common shares as follows:

 

Period

 

Total Number of

Shares Purchased

 

 

Average Price Paid

per Share

 

 

Total Number of Shares

Purchased as Part of

Publicly Announced

Plans or Programs

 

 

Maximum Number

(or Approximate Dollar

Value) of Shares (Units)

that May Yet Be

Purchased Under the

Plans or Programs

 

April 1, 2020 -

   April 30, 2020

 

 

25,297

 

 

$

14.04

 

 

 

25,297

 

 

 

 

May 1, 2020 -

   May 31, 2020

 

 

 

 

$

 

 

 

 

 

 

 

June 1, 2020 -

   June 30, 2020

 

 

 

 

$

 

 

 

 

 

 

 

Total

 

 

25,297

 

 

$

14.04

 

 

 

25,297

 

 

 

 

Period

 

Total Number of

Shares Purchased

 

 

Average Price Paid

per Share

 

 

Total Number of Shares

Purchased as Part of

Publicly Announced

Plans or Programs

 

 

Maximum Number

(or Approximate Dollar

Value) of Shares (Units)

that May Yet Be

Purchased Under the

Plans or Programs

 

April 1, 2021 -

   April 30, 2021

 

 

125,437

 

 

$

20.90

 

 

 

125,437

 

 

$

11,951,125

 

May 1, 2021 -

   May 31, 2021

 

 

69,589

 

 

$

22.97

 

 

 

69,589

 

 

$

10,352,845

 

June 1, 2021 -

   June 30, 2021

 

 

128,586

 

 

$

22.62

 

 

 

128,586

 

 

$

7,443,773

 

Total

 

 

323,612

 

 

$

22.80

 

 

 

323,612

 

 

$

7,443,773

 

 

On December 17, 2019,April 21, 2021, the Company announced the implementation of a common share repurchase program which authorized the Company to buy up to 672,000 sharesrepurchase a maximum aggregate value of $13,500,000 of its outstanding common shares. The expiration date of the common share repurchase program is December 17, 2020.  AsApril 19, 2022.  A total of 265,703 common shares had been repurchased for an aggregate purchase price of $6,056,227 as of June 30, 2021 under the repurchase program.  On May 4, 2020, the Company announced the implementation of a common share repurchase program which authorized the Company to repurchase a maximum aggregate value of $13,500,000 of its outstanding common shares. The plan expired on April 20, 2021.  A total of 394,483 common shares had purchased the full amountbeen repurchased for an aggregate purchase price of 672,000 shares authorized$7,212,622 under the repurchase program.

 

Item 3.

Defaults Upon Senior Securities

 

None

 

Item 4.Mine Safety Disclosures

 

Not applicable

 

Item 5.

Other Information

None

 

Page 5653


Civista Bancshares, Inc.

Other Information

Form 10-Q

 

Item 6.

Exhibits

 

Exhibit

 

Description

 

Location

 

 

 

 

 

  3.1

 

Second Amended and Restated Articles of Incorporation of Civista Bancshares, Inc., as filed with the Ohio Secretary of State on November 15, 2018.

 

Filed as Exhibit 3.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K, filed on November 16, 2018 and incorporated herein by reference. (File No. 001-36192)

 

 

 

 

 

  3.2

 

Amended and Restated Code of Regulations of Civista Bancshares, Inc. (adopted April 15, 2008)

 

Filed as Exhibit 3.2 to Civista Bancshares, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2017, filed on November 8, 2017 and incorporated herein by reference.  (File No. 001-36192)

 

 

 

 

 

31.1

 

Rule 13a-14(a)/15-d-14(a) Certification of Chief Executive Officer.

 

Included herewith

 

 

 

 

 

31.2

 

Rule 13a-14(a)/15-d-14(a) Certification of Principal Accounting Officer.

 

Included herewith

 

 

 

 

 

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Included herewith

 

 

 

 

 

32.2

 

Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Included herewith

 

 

 

 

 

101

 

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020,2021, formatted in Inline Extensible Business Reporting Language: (i) Consolidated Balance Sheets (Unaudited) as of June 30, 20202021 and December 31, 2019;2020; (ii) Consolidated Statements of Income (Unaudited) for the three- and six- monthssix-months ended June 30, 20202021 and 2019;2020; (iii) Consolidated Statements of Comprehensive Income (Unaudited) for the three- and six- monthssix-months ended June 30, 20202021 and 2019;2020; (iv) Consolidated Statement of Shareholders’ Equity (Unaudited) for the three- and six- monthsthree-and six-months ended June 30, 20202021 and 2019;2020; (v)  Condensed Consolidated Statement of Cash Flows (Unaudited) for the six months ended June 30, 20202021 and 2019;2020; and (vi) Notes to Interim Consolidated Financial Statements (Unaudited).

 

Included herewith

 

 

 

 

 

104

 

Cover page formatted in Inline Extensible Business Reporting Language.

 

Included herewith

 

 

 

Page 5754


 

Civista Bancshares, Inc.

Signatures

Form 10-Q

 

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 thereunto duly authorized.

Civista Bancshares, Inc.

 

 

 

 

/s/ Dennis G. Shaffer

 

August 10, 20209, 2021

Dennis G. Shaffer

 

Date

Chief Executive Officer and President

 

 

 

 

 

 

/s/ Todd A. Michel

 

August 10, 20209, 2021

Todd A. Michel

 

Date

Senior Vice President, Controller

 

 

 

Page 5855