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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 - March 31, 2022 

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 May 4, 2022—14,586,651 shares

 

 

 

 

 

CIVISTA BANCSHARES, INC.

Index

 

PART I.

 

Financial Information

  

 

2

 

Item 1.

 

Financial Statements:

  

 

2

 

 

 

Consolidated Balance Sheets (Unaudited) March 31, 2022 and December 31, 2021

  

 

2

 

 

 

Consolidated Statements of Operations (Unaudited) Three-months ended March 31, 2022 and 2021

  

 

3

 

 

 

Consolidated Statements of Comprehensive Income (Unaudited)
Three-months ended March 31, 2022 and 2021

  

 

4

 

 

 

Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)
Three-months ended March 31, 2022 and 2021

  

 

5

 

 

 

Condensed Consolidated Statements of Cash Flows (Unaudited)
Three months ended March 31, 2022 and 2021

  

 

6

 

 

 

Notes to Interim Consolidated Financial Statements (Unaudited)

  

 

7-32

 

Item 2.

 

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

  

 

33-42

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

  

 

43-44

 

Item 4.

 

Controls and Procedures

  

 

45

 

 

 

 

PART II.

 

Other Information

  

 

46

 

Item 1.

 

Legal Proceedings

  

 

46

 

Item 1A.

 

Risk Factors

  

 

46

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

  

 

46

 

Item 3.

 

Defaults Upon Senior Securities

  

 

46

 

Item 4.

 

Mine Safety Disclosures

  

 

46

 

Item 5.

 

Other Information

  

 

46

 

Item 6.

 

Exhibits

  

 

47

 

Signatures

 

 

  

 

48

 

 

 

 

 

 

Part I – Financial Information

ITEM 1.

Financial Statements

CIVISTA BANCSHARES, INC.

Consolidated Balance Sheets

(In thousands, except share data)

 

 

 

March 31, 2022

 

 

 

 

 

 

 

(Unaudited)

 

 

December 31, 2021

 

ASSETS

 

 

 

 

 

 

 

 

Cash and due from financial institutions

 

$

411,858

 

 

$

253,459

 

Restricted cash

 

 

840

 

 

 

10,780

 

Cash and cash equivalents

 

 

412,698

 

 

 

264,239

 

Investments in time deposits

 

 

1,728

 

 

 

1,730

 

Securities available for sale

 

 

552,377

 

 

 

559,874

 

Equity securities

 

 

1,122

 

 

 

1,072

 

Loans held for sale

 

 

4,794

 

 

 

1,972

 

Loans, net of allowance of $27,033 and $26,641

 

 

1,991,155

 

 

 

1,971,238

 

Other securities

 

 

18,511

 

 

 

17,011

 

Premises and equipment, net

 

 

22,110

 

 

 

22,445

 

Accrued interest receivable

 

 

7,738

 

 

 

7,385

 

Goodwill

 

 

76,851

 

 

 

76,851

 

Other intangible assets, net

 

 

7,400

 

 

 

7,581

 

Bank owned life insurance

 

 

46,885

 

 

 

46,641

 

Swap assets

 

 

6,852

 

 

 

11,072

 

Other assets

 

 

34,136

 

 

 

23,794

 

Total assets

 

$

3,184,357

 

 

$

3,012,905

 

LIABILITIES

 

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

 

Noninterest-bearing

 

$

987,347

 

 

$

788,906

 

Interest-bearing

 

 

1,627,790

 

 

 

1,627,795

 

Total deposits

 

 

2,615,137

 

 

 

2,416,701

 

Long-term Federal Home Loan Bank advances

 

 

75,000

 

 

 

75,000

 

Securities sold under agreements to repurchase

 

 

23,931

 

 

 

25,495

 

Subordinated debentures

 

 

103,704

 

 

 

103,735

 

Swap liabilities

 

 

6,852

 

 

 

11,072

 

Accrued expenses and other liabilities

 

 

32,041

 

 

 

25,690

 

Total liabilities

 

 

2,856,665

 

 

 

2,657,693

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Common shares, no par value, 40,000,000 shares authorized, 17,741,358 shares issued at March 31, 2022 and 17,709,584 shares issued at December 31, 2021, including Treasury shares

 

 

277,919

 

 

 

277,741

 

Retained earnings

 

 

131,934

 

 

 

125,558

 

Treasury shares, 2,944,144 common shares at March 31, 2022 and 2,755,384 common shares at December 31, 2021, at cost

 

 

(61,472

)

 

 

(56,907

)

Accumulated other comprehensive income (loss)

 

 

(20,689

)

 

 

8,820

 

Total shareholders’ equity

 

 

327,692

 

 

 

355,212

 

Total liabilities and shareholders’ equity

 

$

3,184,357

 

 

$

3,012,905

 

 

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

 

 

 

March 31,

 

 

 

2022

 

 

2021

 

Interest and dividend income

 

 

 

 

 

 

 

 

Loans, including fees

 

$

21,038

 

 

$

22,783

 

Taxable securities

 

 

1,720

 

 

 

1,275

 

Tax-exempt securities

 

 

1,789

 

 

 

1,518

 

Deposits in other banks

 

 

119

 

 

 

149

 

Total interest and dividend income

 

 

24,666

 

 

 

25,725

 

Interest expense

 

 

 

 

 

 

 

 

Deposits

 

 

705

 

 

 

1,260

 

Federal Home Loan Bank advances

 

 

190

 

 

 

443

 

Subordinated debentures

 

 

836

 

 

 

186

 

Securities sold under agreements to repurchase and other

 

 

3

 

 

 

8

 

Total interest expense

 

 

1,734

 

 

 

1,897

 

Net interest income

 

 

22,932

 

 

 

23,828

 

Provision for loan losses

 

 

300

 

 

 

830

 

Net interest income after provision for loan losses

 

 

22,632

 

 

 

22,998

 

Noninterest income

 

 

 

 

 

 

 

 

Service charges

 

 

1,579

 

 

 

1,256

 

Net loss on sale of securities

 

 

—

 

 

 

(1

)

Net gain on equity securities

 

 

50

 

 

 

88

 

Net gain on sale of loans

 

 

936

 

 

 

2,745

 

ATM/Interchange fees

 

 

1,241

 

 

 

1,248

 

Wealth management fees

 

 

1,277

 

 

 

1,146

 

Bank owned life insurance

 

 

244

 

 

 

243

 

Tax refund processing fees

 

 

1,900

 

 

 

1,900

 

Swap fees

 

 

—

 

 

 

76

 

Other

 

 

416

 

 

 

489

 

Total noninterest income

 

 

7,643

 

 

 

9,190

 

Noninterest expense

 

 

 

 

 

 

 

 

Compensation expense

 

 

12,223

 

 

 

11,782

 

Net occupancy expense

 

 

1,150

 

 

 

1,224

 

Equipment expense

 

 

495

 

 

 

414

 

Contracted data processing

 

 

620

 

 

 

443

 

FDIC assessment

 

 

203

 

 

 

259

 

State franchise tax

 

 

591

 

 

 

625

 

Professional services

 

 

1,049

 

 

 

738

 

Amortization of intangible assets

 

 

217

 

 

 

223

 

ATM/Interchange expense

 

 

513

 

 

 

593

 

Marketing

 

 

317

 

 

 

299

 

Software maintenance expense

 

 

708

 

 

 

508

 

Other operating expenses

 

 

2,172

 

 

 

2,079

 

Total noninterest expense

 

 

20,258

 

 

 

19,187

 

Income before taxes

 

 

10,017

 

 

 

13,001

 

Income tax expense

 

 

1,551

 

 

 

2,243

 

Net Income

 

$

8,466

 

 

$

10,758

 

Earnings per common share, basic

 

$

0.57

 

 

$

0.68

 

Earnings per common share, diluted

 

$

0.57

 

 

$

0.68

 

Weighted average common shares, basic

 

 

14,853,287

 

 

 

15,820,301

 

Weighted average common shares, diluted

 

 

14,853,287

 

 

 

15,820,301

 

See notes to interim unaudited consolidated financial statements

Page 3

 

CIVISTA BANCSHARES, INC.

Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2022

 

 

2021

 

Net income

 

$

8,466

 

 

$

10,758

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

Unrealized holding losses on available for sale securities

 

 

(37,446

)

 

 

(6,476

)

Tax effect

 

 

7,882

 

 

 

1,360

 

Reclassification of gains recognized in net income

 

 

—

 

 

 

1

 

Tax effect

 

 

—

 

 

 

—

 

Pension liability adjustment

 

 

69

 

 

 

82

 

Tax effect

 

 

(14

)

 

 

(17

)

Total other comprehensive loss

 

 

(29,509

)

 

 

(5,050

)

Comprehensive income (loss)

 

$

(21,043

)

 

$

5,708

 

 

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 (Loss)

 

 

Shareholders’

Equity

 

Balance, December 31, 2021

 

 

14,954,200

 

 

$

277,741

 

 

$

125,558

 

 

$

(56,907

)

 

$

8,820

 

 

$

355,212

 

Net Income

 

 

—

 

 

 

—

 

 

 

8,466

 

 

 

—

 

 

 

—

 

 

 

8,466

 

Other comprehensive loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(29,509

)

 

 

(29,509

)

Stock-based compensation

 

 

31,774

 

 

 

178

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

178

 

Common stock dividends

   ($0.14 per share)

 

 

—

 

 

 

—

 

 

 

(2,090

)

 

 

—

 

 

 

—

 

 

 

(2,090

)

Purchase of common stock

 

 

(188,760

)

 

 

—

 

 

 

—

 

 

 

(4,565

)

 

 

—

 

 

 

(4,565

)

Balance, March 31, 2022

 

 

14,797,214

 

 

$

277,919

 

 

$

131,934

 

 

$

(61,472

)

 

$

(20,689

)

 

$

327,692

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

—

 

 

 

—

 

 

 

10,758

 

 

 

—

 

 

 

—

 

 

 

10,758

 

Other comprehensive loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(5,050

)

 

 

(5,050

)

Stock-based compensation

 

 

39,139

 

 

 

125

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

125

 

Common stock dividends

   ($0.12 per share)

 

 

—

 

 

 

—

 

 

 

(1,907

)

 

 

—

 

 

 

—

 

 

 

(1,907

)

Purchase of common stock

 

 

(186,692

)

 

 

—

 

 

 

—

 

 

 

(3,976

)

 

 

—

 

 

 

(3,976

)

Balance, March 31, 2021

 

 

15,750,479

 

 

$

277,164

 

 

$

101,899

 

 

$

(38,574

)

 

$

9,569

 

 

$

350,058

 

 

See notes to interim unaudited consolidated financial statements

Page 5

 

   CIVISTA BANCSHARES, INC.  

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Net cash from operating activities

 

$

9,114

 

 

$

15,910

 

Cash flows used for investing activities:

 

 

 

 

 

 

 

 

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

 

 

16,731

 

 

 

18,055

 

Purchases of securities, available-for-sale

 

 

(47,156

)

 

 

(18,149

)

Purchase of other securities

 

 

(1,500

)

 

 

—

 

Net change in loans

 

 

(18,809

)

 

 

722

 

Proceeds from sale of other real estate owned properties

 

 

—

 

 

 

118

 

Premises and equipment purchases

 

 

(138

)

 

 

(163

)

Net cash (used for) provided by investing activities

 

 

(50,872

)

 

 

583

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Increase in deposits

 

 

198,436

 

 

 

286,509

 

Increase (decrease) in securities sold under repurchase agreements

 

 

(1,564

)

 

 

599

 

Purchase of treasury shares

 

 

(4,565

)

 

 

(3,976

)

Common dividends paid

 

 

(2,090

)

 

 

(1,907

)

Net cash provided by financing activities

 

 

190,217

 

 

 

281,225

 

Increase in cash and cash equivalents

 

 

148,459

 

 

 

297,718

 

Cash and cash equivalents at beginning of period

 

 

264,239

 

 

 

137,049

 

Cash and cash equivalents at end of period

 

$

412,698

 

 

$

434,767

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

Interest

 

$

570

 

 

$

1,923

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

Transfer of premises to held-for-sale

 

 

—

 

 

 

46

 

Change in fair value of swap asset

 

 

4,220

 

 

 

9,091

 

Change in fair value of swap liability

 

 

(4,220

)

 

 

(9,111

)

Securities purchased not settled

 

 

1,876

 

 

 

1,967

 

 

See notes to interim unaudited consolidated financial statements

 

 

Page 6

 

 

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 CBI and its subsidiaries to insure against certain risks unique to 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. Water St. was formed to hold properties repossessed by CBI subsidiaries.  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 March 31, 2022 and its results of operations and changes in cash flows for the periods ended March 31, 2022 and 2021 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 period ended March 31, 2022 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 2021 annual report. The Company has consistently followed these policies in preparing this Form 10-Q.

Civista 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. 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.

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, 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.  

 

Page 7

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

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.

Effect of Newly Issued but Not Yet Effective Accounting Standards:

 

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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 were eligible to be smaller reporting companies as of November 15, 2019, 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, Intangibles – Goodwill and Other (Topic 350): 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 SEC filers that were eligible to be smaller reporting companies as of November 15, 2019, 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 8

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 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 were eligible to be smaller reporting companies as of November 15, 2019, 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 were eligible to be smaller reporting companies as of November 15, 2019, 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 were eligible to be smaller reporting companies as of November 15, 2019, 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, such as the Company, 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. 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.

Page 9

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

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.  The Company is working through this transition via a multi-disciplinary project team.  We are still evaluating the impact the change from LIBOR 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:

 

March 31, 2022

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

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

   agencies

 

$

46,291

 

 

$

23

 

 

$

(2,662

)

 

$

43,652

 

Obligations of states and political subdivisions

 

 

311,494

 

 

 

5,736

 

 

 

(11,246

)

 

 

305,984

 

Mortgage-backed securities in government sponsored entities

 

 

213,462

 

 

 

623

 

 

 

(11,344

)

 

 

202,741

 

Total debt securities

 

$

571,247

 

 

$

6,382

 

 

$

(25,252

)

 

$

552,377

 

 

December 31, 2021

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

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

   government agencies

 

$

48,390

 

 

$

30

 

 

$

(530

)

 

$

47,890

 

Obligations of states and political subdivisions

 

 

281,247

 

 

 

17,696

 

 

 

(107

)

 

 

298,836

 

Mortgage-backed securities in government sponsored

   entities

 

 

211,660

 

 

 

2,938

 

 

 

(1,450

)

 

 

213,148

 

Total debt securities

 

$

541,297

 

 

$

20,664

 

 

$

(2,087

)

 

$

559,874

 

 

The amortized cost and fair value of securities at March 31, 2022, 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

 

Due in one year or less

 

$

795

 

 

$

794

 

Due after one year through five years

 

 

34,667

 

 

 

33,381

 

Due after five years through ten years

 

 

65,215

 

 

 

63,177

 

Due after ten years

 

 

257,108

 

 

 

252,284

 

Mortgage-backed securities

 

 

213,462

 

 

 

202,741

 

Total securities available for sale

 

$

571,247

 

 

$

552,377

 

 

Page 10

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

 

 

 

March 31,

 

 

 

2022

 

 

2021

 

Sale proceeds

 

$

—

 

 

$

—

 

Gross realized gains

 

 

—

 

 

 

—

 

Gross realized losses

 

 

—

 

 

 

—

 

Losses from securities called or settled by the issuer

 

 

—

 

 

 

(1

)

 

Securities were pledged to secure public deposits, other deposits and liabilities as required by law. The carrying value of pledged securities was approximately $180,772 and $168,435 as of March 31, 2022 and December 31, 2021, respectively.

Securities with unrealized losses at March 31, 2022 and December 31, 2021 not recognized in income are 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:

 

March 31, 2022

 

12 Months or less

 

 

More than 12 months

 

 

Total

 

Description of Securities

 

Fair

Value

 

 

Unrealized

Loss

 

 

Fair

Value

 

 

Unrealized

Loss

 

 

Fair

Value

 

 

Unrealized

Loss

 

U.S. Treasury securities and obligations of

   U.S. government agencies

 

$

33,010

 

 

$

(2,064

)

 

$

9,936

 

 

$

(598

)

 

$

42,946

 

 

$

(2,662

)

Obligations of states and political subdivisions

 

 

146,815

 

 

 

(11,246

)

 

 

—

 

 

 

—

 

 

 

146,815

 

 

 

(11,246

)

Mortgage-backed securities in gov’t sponsored

   entities

 

 

156,426

 

 

 

(10,648

)

 

 

7,639

 

 

 

(696

)

 

 

164,065

 

 

 

(11,344

)

Total temporarily impaired

 

$

336,251

 

 

$

(23,958

)

 

$

17,575

 

 

$

(1,294

)

 

$

353,826

 

 

$

(25,252

)

 

December 31, 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

 

U.S. Treasury securities and obligations of

   U.S. government agencies

 

$

41,432

 

 

$

(473

)

 

$

2,014

 

 

$

(57

)

 

$

43,446

 

 

$

(530

)

Obligations of states and political subdivisions

 

 

25,797

 

 

 

(107

)

 

 

—

 

 

 

—

 

 

 

25,797

 

 

 

(107

)

Mortgage-backed securities in gov’t sponsored

   entities

 

 

141,327

 

 

 

(1,343

)

 

 

3,123

 

 

 

(107

)

 

 

144,450

 

 

 

(1,450

)

Total temporarily impaired

 

$

208,556

 

 

$

(1,923

)

 

$

5,137

 

 

$

(164

)

 

$

213,693

 

 

$

(2,087

)

 

At March 31, 2022, there were a total of 235 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 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.

The following table presents the net gains and losses on equity investments recognized in earnings for the three months ended March 31, 2022, and the portion of unrealized gains and losses for the period that relates to equity investments held at March 31, 2022 and 2021:

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Net gains recognized on equity securities

   during the period

 

$

50

 

 

$

88

 

Less: Net losses realized on the sale of

   equity securities during the period

 

 

—

 

 

 

—

 

Unrealized gains recognized on equity

   securities held at reporting date

 

$

50

 

 

$

88

 

 

Page 11

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

(4) Loans

Loan balances were as follows:

 

 

 

March 31, 2022

 

 

December 31, 2021

 

Commercial & Agriculture

 

$

218,443

 

 

$

246,502

 

Commercial Real Estate- Owner Occupied

 

 

301,352

 

 

 

295,452

 

Commercial Real Estate- Non-Owner Occupied

 

 

869,663

 

 

 

829,310

 

Residential Real Estate

 

 

432,770

 

 

 

430,060

 

Real Estate Construction

 

 

161,651

 

 

 

157,127

 

Farm Real Estate

 

 

24,648

 

 

 

28,419

 

Consumer and Other

 

 

9,661

 

 

 

11,009

 

Total loans

 

 

2,018,188

 

 

 

1,997,879

 

Allowance for loan losses

 

 

(27,033

)

 

 

(26,641

)

Net loans

 

$

1,991,155

 

 

$

1,971,238

 

 

Included in Commercial & Agriculture loans above are $15,529 and $43,209 of Paycheck Protection Program (“PPP”) loans as of March 31, 2022 and December 31, 2021, respectively.

 

Included in total loans above are net deferred loan fees of $1,849 and $2,924 at March 31, 2022 and December 31, 2021, respectively, which included net deferred loan fees from PPP loans of $583 and $1,762 as of March 31, 2022 and December 31, 2021, respectively.

 

Paycheck Protection Program

 

In total, we processed over 3,600 PPP loans totaling $399.4 million during 2020 and 2021.  Of the total PPP loans we originated, $383.9 million had been forgiven or paid off as of March 31, 2022.  We recognized $1.2 million of PPP fees in income during the quarter, and at March 31, 2022, $583 thousand of unearned PPP fees remain.

(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

Page 12

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

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 $27,033 adequate to cover loan losses inherent in the loan portfolio, at March 31, 2022. The following tables present, by portfolio segment, the changes in the allowance for loan losses for the three months ended March 31, 2022 and March 31, 2021.

 

Allowance for loan losses:

 

For the three months ended March 31, 2022

 

Beginning balance

 

 

Charge-offs

 

 

Recoveries

 

 

Provision

 

 

Ending Balance

 

Commercial & Agriculture

 

$

2,600

 

 

$

—

 

 

$

1

 

 

$

(17

)

 

$

2,584

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

4,464

 

 

 

—

 

 

 

—

 

 

 

130

 

 

 

4,594

 

Non-Owner Occupied

 

 

13,860

 

 

 

—

 

 

 

48

 

 

 

669

 

 

 

14,577

 

Residential Real Estate

 

 

2,597

 

 

 

(1

)

 

 

61

 

 

 

(45

)

 

 

2,612

 

Real Estate Construction

 

 

1,810

 

 

 

—

 

 

 

—

 

 

 

53

 

 

 

1,863

 

Farm Real Estate

 

 

287

 

 

 

—

 

 

 

2

 

 

 

(40

)

 

 

249

 

Consumer and Other

 

 

176

 

 

 

(29

)

 

 

10

 

 

 

(21

)

 

 

136

 

Unallocated

 

 

847

 

 

 

—

 

 

 

—

 

 

 

(429

)

 

 

418

 

Total

 

$

26,641

 

 

$

(30

)

 

$

122

 

 

$

300

 

 

$

27,033

 

 

For the three months ended March 31, 2022, the Company provided $300 to the allowance for loan losses, as compared to a provision of $830 for the three months ended March 31, 2021.  The decrease in the provision in the first quarter of 2022, as compared to the first quarter of 2021, was due to the stability of our credit quality metrics coupled with the continued stabilization and, in some cases, improvement of international, national, regional and local economic conditions that were adversely impacted by the prior economic shutdown and restrictions in response to the ongoing COVID-19 pandemic.  While vaccinations and improved treatments have created a level of optimism in the business community, there remains caution due to the lingering concerns over potential infection spikes.  We remain cautious given the level of classified loans in the portfolio, particularly loans to borrowers in the hotel industry as well as the challenges businesses face in today’s environment.  Economic impacts related to the COVID-19 pandemic have improved somewhat, but continued concerns linger due to the disruption of supply chains, additional employee costs, higher challenges throughout our footprint and rising inflationary pressures.  While some of these pressures have eased, ongoing supply chain and staffing challenges, as well as the impact of higher inflation remain.  

 

During the three months ended March 31, 2022, 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 PPP loan balances. Commercial and Agriculture loan balances decreased during the quarter mainly due to the forgiveness or payoff of PPP loans during the quarter.  The result was represented as a decrease 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 increased loan balances, accompanied by an increase in classified loans balances. 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.  This was represented as an increase in the provision.  The allowance for Residential Real Estate loans increased due to net 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 loan balances.  This was represented as a decrease in the provision.  The allowance for Consumer and Other loans decreased due to a decrease in 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 March 31, 2022.

Page 13

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 March 31, 2021

 

Beginning balance

 

 

Charge-offs

 

 

Recoveries

 

 

Provision

 

 

Ending Balance

 

Commercial & Agriculture

 

$

2,810

 

 

$

—

 

 

$

145

 

 

$

(595

)

 

$

2,360

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

4,057

 

 

 

—

 

 

 

6

 

 

 

(14

)

 

 

4,049

 

Non-Owner Occupied

 

 

12,451

 

 

 

—

 

 

 

7

 

 

 

751

 

 

 

13,209

 

Residential Real Estate

 

 

2,484

 

 

 

(37

)

 

 

142

 

 

 

(80

)

 

 

2,509

 

Real Estate Construction

 

 

2,439

 

 

 

—

 

 

 

1

 

 

 

462

 

 

 

2,902

 

Farm Real Estate

 

 

338

 

 

 

—

 

 

 

3

 

 

 

(58

)

 

 

283

 

Consumer and Other

 

 

209

 

 

 

(9

)

 

 

17

 

 

 

(47

)

 

 

170

 

Unallocated

 

 

240

 

 

 

—

 

 

 

—

 

 

 

411

 

 

 

651

 

Total

 

$

25,028

 

 

$

(46

)

 

$

321

 

 

$

830

 

 

$

26,133

 

 

For the three months ended March 31, 2021, the Company provided $830 to the allowance for loan losses.  The provision was primarily the result of changes 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 during the three months ended March 31, 2021 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.    

 

For the three months ended March 31, 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. While loan balances increased, they increased in balances 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 – Owner Occupied loans decreased due to a decrease in general reserves required for this type as a result of decreased loan balances 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 and by an increase 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 increased due to an increase in balances of substandard classified loan balances, represented by an increase 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 March 31, 2021.

 

Page 14

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 March 31, 2022 and December 31, 2021.

 

March 31, 2022

 

Loans acquired

with credit

deterioration

 

 

Loans individually

evaluated for

impairment

 

 

Loans collectively

evaluated for

impairment

 

 

Total

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Agriculture

 

$

—

 

 

$

—

 

 

$

2,584

 

 

$

2,584

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

—

 

 

 

6

 

 

 

4,588

 

 

 

4,594

 

Non-Owner Occupied

 

 

—

 

 

 

—

 

 

 

14,577

 

 

 

14,577

 

Residential Real Estate

 

 

—

 

 

 

12

 

 

 

2,600

 

 

 

2,612

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

1,863

 

 

 

1,863

 

Farm Real Estate

 

 

—

 

 

 

—

 

 

 

249

 

 

 

249

 

Consumer and Other

 

 

—

 

 

 

—

 

 

 

136

 

 

 

136

 

Unallocated

 

 

—

 

 

 

—

 

 

 

418

 

 

 

418

 

Total

 

$

—

 

 

$

18

 

 

$

27,015

 

 

$

27,033

 

Outstanding loan balances:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Agriculture

 

$

—

 

 

$

—

 

 

$

218,443

 

 

$

218,443

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

—

 

 

 

181

 

 

 

301,171

 

 

 

301,352

 

Non-Owner Occupied

 

 

—

 

 

 

—

 

 

 

869,663

 

 

 

869,663

 

Residential Real Estate

 

 

290

 

 

 

514

 

 

 

431,966

 

 

 

432,770

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

161,651

 

 

 

161,651

 

Farm Real Estate

 

 

—

 

 

 

507

 

 

 

24,141

 

 

 

24,648

 

Consumer and Other

 

 

—

 

 

 

—

 

 

 

9,661

 

 

 

9,661

 

Total

 

$

290

 

 

$

1,202

 

 

$

2,016,696

 

 

$

2,018,188

 

 

December 31, 2021

 

Loans acquired

with credit

deterioration

 

 

Loans individually

evaluated for

impairment

 

 

Loans collectively

evaluated for

impairment

 

 

Total

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Agriculture

 

$

—

 

 

$

—

 

 

$

2,600

 

 

$

2,600

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

—

 

 

 

7

 

 

 

4,457

 

 

 

4,464

 

Non-Owner Occupied

 

 

—

 

 

 

—

 

 

 

13,860

 

 

 

13,860

 

Residential Real Estate

 

 

—

 

 

 

11

 

 

 

2,586

 

 

 

2,597

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

1,810

 

 

 

1,810

 

Farm Real Estate

 

 

—

 

 

 

—

 

 

 

287

 

 

 

287

 

Consumer and Other

 

 

—

 

 

 

—

 

 

 

176

 

 

 

176

 

Unallocated

 

 

—

 

 

 

—

 

 

 

847

 

 

 

847

 

Total

 

$

—

 

 

$

18

 

 

$

26,623

 

 

$

26,641

 

Outstanding loan balances:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Agriculture

 

$

—

 

 

$

—

 

 

$

246,502

 

 

$

246,502

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

—

 

 

 

187

 

 

 

295,265

 

 

 

295,452

 

Non-Owner Occupied

 

 

—

 

 

 

0

 

 

 

829,310

 

 

 

829,310

 

Residential Real Estate

 

 

290

 

 

 

526

 

 

 

429,244

 

 

 

430,060

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

157,127

 

 

 

157,127

 

Farm Real Estate

 

 

—

 

 

 

509

 

 

 

27,910

 

 

 

28,419

 

Consumer and Other

 

 

—

 

 

 

—

 

 

 

11,009

 

 

 

11,009

 

Total

 

$

290

 

 

$

1,222

 

 

$

1,996,367

 

 

$

1,997,879

 

 

Page 15

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 March 31, 2022 and December 31, 2021. 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.

 

March 31, 2022

 

Pass

 

 

Special Mention

 

 

Substandard

 

 

Doubtful

 

 

Ending Balance

 

Commercial & Agriculture

 

$

208,752

 

 

$

8,351

 

 

$

1,340

 

 

$

—

 

 

$

218,443

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

292,064

 

 

 

7,844

 

 

 

1,444

 

 

 

—

 

 

 

301,352

 

Non-Owner Occupied

 

 

804,373

 

 

 

28,588

 

 

 

36,702

 

 

 

—

 

 

 

869,663

 

Residential Real Estate

 

 

78,620

 

 

 

170

 

 

 

4,405

 

 

 

—

 

 

 

83,195

 

Real Estate Construction

 

 

140,467

 

 

 

—

 

 

 

4

 

 

 

—

 

 

 

140,471

 

Farm Real Estate

 

 

23,353

 

 

 

200

 

 

 

1,095

 

 

 

—

 

 

 

24,648

 

Consumer and Other

 

 

575

 

 

 

—

 

 

 

22

 

 

 

—

 

 

 

597

 

Total

 

$

1,548,204

 

 

$

45,153

 

 

$

45,012

 

 

$

—

 

 

$

1,638,369

 

 

December 31, 2021

 

Pass

 

 

Special Mention

 

 

Substandard

 

 

Doubtful

 

 

Ending Balance

 

Commercial & Agriculture

 

$

244,787

 

 

$

526

 

 

$

1,189

 

 

$

—

 

 

$

246,502

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

290,617

 

 

 

3,119

 

 

 

1,716

 

 

 

—

 

 

 

295,452

 

Non-Owner Occupied

 

 

764,181

 

 

 

28,042

 

 

 

37,087

 

 

 

—

 

 

 

829,310

 

Residential Real Estate

 

 

77,594

 

 

 

164

 

 

 

4,455

 

 

 

—

 

 

 

82,213

 

Real Estate Construction

 

 

136,149

 

 

 

260

 

 

 

5

 

 

 

—

 

 

 

136,414

 

Farm Real Estate

 

 

27,023

 

 

 

205

 

 

 

1,191

 

 

 

—

 

 

 

28,419

 

Consumer and Other

 

 

764

 

 

 

—

 

 

 

20

 

 

 

—

 

 

 

784

 

Total

 

$

1,541,115

 

 

$

32,316

 

 

$

45,663

 

 

$

—

 

 

$

1,619,094

 

 

Page 16

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 March 31, 2022 and December 31, 2021 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.

 

March 31, 2022

 

Residential

Real Estate

 

 

Real Estate

Construction

 

 

Consumer

and Other

 

 

Total

 

Performing

 

$

349,575

 

 

$

21,180

 

 

$

9,064

 

 

$

379,819

 

Nonperforming

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

$

349,575

 

 

$

21,180

 

 

$

9,064

 

 

$

379,819

 

 

December 31, 2021

 

Residential

Real Estate

 

 

Real Estate

Construction

 

 

Consumer

and Other

 

 

Total

 

Performing

 

$

347,847

 

 

$

20,713

 

 

$

10,225

 

 

$

378,785

 

Nonperforming

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

$

347,847

 

 

$

20,713

 

 

$

10,225

 

 

$

378,785

 

 

The following tables include an aging analysis of the recorded investment of past due loans outstanding as of March 31, 2022 and December 31, 2021.

 

March 31, 2022

 

30-59

Days

Past Due

 

 

60-89

Days

Past Due

 

 

90 Days

or Greater

Past Due

 

 

Total Past

Due

 

 

Current

 

 

Purchased

Credit-

Impaired

Loans

 

 

Total Loans

 

 

Past Due

90 Days

and

Accruing

 

Commercial & Agriculture

 

$

22

 

 

$

—

 

 

$

78

 

 

$

100

 

 

$

218,343

 

 

$

—

 

 

$

218,443

 

 

$

—

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

62

 

 

 

—

 

 

 

93

 

 

 

155

 

 

 

301,197

 

 

 

—

 

 

 

301,352

 

 

 

—

 

Non-Owner Occupied

 

 

—

 

 

 

—

 

 

 

3

 

 

 

3

 

 

 

869,660

 

 

 

—

 

 

 

869,663

 

 

 

—

 

Residential Real Estate

 

 

1,598

 

 

 

34

 

 

 

1,223

 

 

 

2,855

 

 

 

429,625

 

 

 

290

 

 

 

432,770

 

 

 

—

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

161,651

 

 

 

—

 

 

 

161,651

 

 

 

—

 

Farm Real Estate

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

24,648

 

 

 

—

 

 

 

24,648

 

 

 

—

 

Consumer and Other

 

 

135

 

 

 

—

 

 

 

12

 

 

 

147

 

 

 

9,514

 

 

 

—

 

 

 

9,661

 

 

 

—

 

Total

 

$

1,817

 

 

$

34

 

 

$

1,409

 

 

$

3,260

 

 

$

2,014,638

 

 

$

290

 

 

$

2,018,188

 

 

$

—

 

 

December 31, 2021

 

30-59

Days

Past Due

 

 

60-89

Days

Past Due

 

 

90 Days

or Greater

Past Due

 

 

Total Past

Due

 

 

Current

 

 

Purchased

Credit-

Impaired

Loans

 

 

Total Loans

 

 

Past Due

90 Days

and

Accruing

 

Commercial & Agriculture

 

$

249

 

 

$

13

 

 

$

78

 

 

$

340

 

 

$

246,162

 

 

$

—

 

 

$

246,502

 

 

$

—

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

—

 

 

 

—

 

 

 

106

 

 

 

106

 

 

 

295,346

 

 

 

—

 

 

 

295,452

 

 

 

—

 

Non-Owner Occupied

 

 

—

 

 

 

—

 

 

 

4

 

 

 

4

 

 

 

829,306

 

 

 

—

 

 

 

829,310

 

 

 

—

 

Residential Real Estate

 

 

1,848

 

 

 

879

 

 

 

842

 

 

 

3,569

 

 

 

426,201

 

 

 

290

 

 

 

430,060

 

 

 

—

 

Real Estate Construction

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

157,127

 

 

 

—

 

 

 

157,127

 

 

 

—

 

Farm Real Estate

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

28,419

 

 

 

—

 

 

 

28,419

 

 

 

—

 

Consumer and Other

 

 

42

 

 

 

—

 

 

 

9

 

 

 

51

 

 

 

10,958

 

 

 

—

 

 

 

11,009

 

 

 

—

 

Total

 

$

2,139

 

 

$

892

 

 

$

1,039

 

 

$

4,070

 

 

$

1,993,519

 

 

$

290

 

 

$

1,997,879

 

 

$

—

 

 

Page 17

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 March 31, 2022 and December 31, 2021.

 

 

 

March 31, 2022

 

 

December 31, 2021

 

Commercial & Agriculture

 

$

78

 

 

$

78

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

Owner Occupied

 

 

292

 

 

 

334

 

Non-Owner Occupied

 

 

3

 

 

 

4

 

Residential Real Estate

 

 

3,326

 

 

 

3,232

 

Real Estate Construction

 

 

4

 

 

 

5

 

Farm Real Estate

 

 

—

 

 

 

—

 

Consumer and Other

 

 

22

 

 

 

20

 

Total

 

$

3,725

 

 

$

3,673

 

 

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 granted 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 Coronavirus Aid, Relief, and Economic Security Act of 2020, as amended (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 March 31, 2022, TDRs accounted for $18 of the allowance for loan losses. As of December 31, 2021, TDRs accounted for $18 of the allowance for loan losses.

There were no loans modified as TDRs during the three-month periods ended March 31, 2022 or 2021.

 

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 the three-month periods ended March 31, 2022 and March 31, 2021, there were no defaults on loans that were modified and considered TDRs during the respective previous twelve months.

Page 18

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

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.

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 with an aggregate principal balance outstanding of $431.3 million.  Additional 90-day modifications were extended on 100 loans with an aggregate principal balance outstanding of $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 complied with the provisions of the CARES Act to not be considered a TDR.

 

As of March 31, 2022, Civista had five loans with an aggregate principal balance outstanding of $2,764 that remained on CARES Act modifications.  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

 

 

1

 

 

$

245

 

 

 

0.01

%

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

Non-Owner Occupied

 

 

4

 

 

 

2,519

 

 

 

0.12

%

Total

 

 

5

 

 

$

2,764

 

 

 

0.14

%

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 March 31, 2022 and December 31, 2021.

 

 

 

March 31, 2022

 

 

December 31, 2021

 

 

 

Recorded

Investment

 

 

Unpaid

Principal

Balance

 

 

Related

Allowance

 

 

Recorded

Investment

 

 

Unpaid

Principal

Balance

 

 

Related

Allowance

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential Real Estate

 

$

491

 

 

$

516

 

 

 

 

 

 

$

503

 

 

$

528

 

 

 

 

 

Farm Real Estate

 

 

507

 

 

 

507

 

 

 

 

 

 

 

509

 

 

 

509

 

 

 

 

 

Total

 

 

998

 

 

 

1,023

 

 

 

 

 

 

 

1,012

 

 

 

1,037

 

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

181

 

 

 

181

 

 

$

6

 

 

 

187

 

 

 

187

 

 

$

7

 

Residential Real Estate

 

 

23

 

 

 

27

 

 

 

12

 

 

 

23

 

 

 

27

 

 

 

11

 

Total

 

 

204

 

 

 

208

 

 

 

18

 

 

 

210

 

 

 

214

 

 

 

18

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial & Agriculture

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Commercial Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner Occupied

 

 

181

 

 

 

181

 

 

 

6

 

 

 

187

 

 

 

187

 

 

 

7

 

Non-Owner Occupied

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Residential Real Estate

 

 

514

 

 

 

543

 

 

 

12

 

 

 

526

 

 

 

555

 

 

 

11

 

Farm Real Estate

 

 

507

 

 

 

507

 

 

 

—

 

 

 

509

 

 

 

509

 

 

 

—

 

Total

 

$

1,202

 

 

$

1,231

 

 

$

18

 

 

$

1,222

 

 

$

1,251

 

 

$

18

 

 

Page 19

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

The following table includes the average recorded investment and interest income recognized for impaired financing receivables for the three-month periods ended March 31, 2022 and 2021.

 

 

 

March 31, 2022

 

 

March 31, 2021

 

For the three months ended

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

Commercial & Agriculture

 

$

—

 

 

$

—

 

 

$

37

 

 

$

—

 

Commercial Real Estate—Owner Occupied

 

 

193

 

 

 

3

 

 

 

644

 

 

 

6

 

Commercial Real Estate—Non-Owner Occupied

 

 

—

 

 

 

—

 

 

 

43

 

 

 

1

 

Residential Real Estate

 

 

530

 

 

 

7

 

 

 

758

 

 

 

8

 

Farm Real Estate

 

 

514

 

 

 

6

 

 

 

611

 

 

 

6

 

Total

 

$

1,237

 

 

$

16

 

 

$

2,093

 

 

$

21

 

 

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

 

 

 

For the

Three-Month

Period Ended

March 31, 2022

 

 

For the

Three-Month

Period Ended

March 31, 2021

 

 

 

(In Thousands)

 

 

(In Thousands)

 

Balance at beginning of period

 

$

217

 

 

$

225

 

Acquisition of PCI loans

 

 

—

 

 

 

—

 

Accretion

 

 

(16

)

 

 

(1

)

Transfer from non-accretable to accretable

 

 

15

 

 

 

—

 

Balance at end of period

 

$

216

 

 

$

224

 

 

 

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

 

 

 

At March 31, 2022

 

 

At December 31, 2021

 

 

 

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)

 

Outstanding balance

 

$

498

 

 

$

512

 

Carrying amount

 

 

290

 

 

 

290

 

 

There was no allowance for loan losses recorded for acquired loans with or without specific evidence of deterioration in credit quality as of March 31, 2022 or December 31, 2021.

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 March 31, 2022 and December 31, 2021, there were no foreclosed assets included in Other assets. As of March 31, 2022 and December 31, 2021, the Company had initiated formal foreclosure procedures on $437 and $293, respectively, of consumer residential mortgages.

Page 20

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

(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 March 31, 2022 and March 31, 2021.

 

 

 

For the Three-Month Period Ended

 

 

For the Three-Month Period Ended

 

 

 

March 31, 2022(a)

 

 

March 31, 2021(a)

 

 

 

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

 

$

14,675

 

 

$

(5,855

)

 

$

8,820

 

 

$

21,447

 

 

$

(6,828

)

 

$

14,619

 

Other comprehensive loss before

   reclassifications

 

 

(29,564

)

 

 

—

 

 

 

(29,564

)

 

 

(5,116

)

 

 

—

 

 

 

(5,116

)

Amounts reclassified from accumulated other

   comprehensive income (loss)

 

 

—

 

 

 

55

 

 

 

55

 

 

 

1

 

 

 

65

 

 

 

66

 

Net current-period other comprehensive income

   (loss)

 

 

(29,564

)

 

 

55

 

 

 

(29,509

)

 

 

(5,115

)

 

 

65

 

 

 

(5,050

)

Ending balance

 

$

(14,889

)

 

$

(5,800

)

 

$

(20,689

)

 

$

16,332

 

 

$

(6,763

)

 

$

9,569

 

 

(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 March 31, 2022 and March 31, 2021.

 

 

 

Amount Reclassified from

Accumulated Other Comprehensive

Income (Loss) (a)

 

 

 

Details about Accumulated Other

Comprehensive Income (Loss)

Components

 

For the Three

months ended

March 31, 2022

 

 

For the Three

months ended

March 31, 2021

 

 

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)

 

 

(69

)

 

 

(82

)

 

Other operating expenses

Tax effect

 

 

14

 

 

 

17

 

 

Income tax expense

 

 

 

(55

)

 

 

(65

)

 

 

Total reclassifications for the period

 

$

(55

)

 

$

(66

)

 

 

 

(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 21

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 March 31, 2022 and December 31, 2021.

Acquired intangible assets, other than goodwill, as of March 31, 2022 and December 31, 2021 were as follows:

 

 

 

2022

 

 

2021

 

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

Amortized intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core deposit intangibles

 

$

8,527

 

 

$

3,805

 

 

$

4,722

 

 

$

8,527

 

 

$

3,588

 

 

$

4,939

 

Total amortized intangible assets

 

$

8,527

 

 

$

3,805

 

 

$

4,722

 

 

$

8,527

 

 

$

3,588

 

 

$

4,939

 

 

Aggregate core deposit intangible amortization expense was $217 and $223 for the three months ended March 31, 2022 and 2021, respectively.

Activity for mortgage servicing rights (MSRs) and the related valuation allowance for the three-month periods ended March 31, 2022 and March 31, 2021 were as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Loan Servicing Rights:

 

 

 

 

 

 

 

 

Balance at Beginning of Period

 

$

2,642

 

 

$

2,246

 

Additions

 

 

145

 

 

 

194

 

Disposals

 

 

—

 

 

 

—

 

Amortized to expense

 

 

(109

)

 

 

(144

)

Other charges

 

 

—

 

 

 

—

 

Change in valuation allowance

 

 

—

 

 

 

72

 

Balance at End of Period

 

$

2,678

 

 

$

2,224

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Valuation allowance:

 

 

 

 

 

 

 

 

Balance at Beginning of Period

 

$

—

 

 

$

204

 

Additions expensed

 

 

—

 

 

 

72

 

Reductions credited to operations

 

 

—

 

 

 

—

 

Direct write-offs

 

 

—

 

 

 

—

 

Balance at End of Period

 

$

—

 

 

$

276

 

 

 

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

 

 

 

MSRs

 

 

Core deposit

intangibles

 

 

Total

 

2022

 

$

105

 

 

$

651

 

 

$

756

 

2023

 

 

139

 

 

 

841

 

 

 

980

 

2024

 

 

138

 

 

 

804

 

 

 

942

 

2025

 

 

138

 

 

 

708

 

 

 

846

 

2026

 

 

137

 

 

 

670

 

 

 

807

 

Thereafter

 

 

2,021

 

 

 

1,048

 

 

 

3,069

 

 

 

$

2,678

 

 

$

4,722

 

 

$

7,400

 

 

Page 22

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 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 March 31, 2022

 

 

At December 31, 2021

 

 

 

Federal Funds

Purchased

 

 

Short-term

Borrowings

 

 

Federal Funds

Purchased

 

 

Short-term

Borrowings

 

Outstanding balance

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

Interest rate on balance

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2022

 

 

2021

 

 

2021

 

 

 

Federal Funds

Purchased

 

 

Short-term

Borrowings

 

 

Federal Funds

Purchased

 

 

Short-term

Borrowings

 

Maximum indebtedness

 

$

—

 

 

$

15,800

 

 

$

—

 

 

$

—

 

Average balance

 

 

—

 

 

 

358

 

 

 

—

 

 

 

—

 

Average rate paid

 

 

—

 

 

 

0.30

%

 

 

—

 

 

 

—

 

 

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 March 31, 2022.

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 March 31, 2022 and December 31, 2021. All of the repurchase agreements are overnight agreements.

 

 

 

March 31, 2022

 

 

December 31, 2021

 

Securities pledged for repurchase agreements:

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

18,370

 

 

$

16,478

 

Obligations of U.S. government agencies

 

 

5,561

 

 

 

9,017

 

Total securities pledged

 

$

23,931

 

 

$

25,495

 

Gross amount of recognized liabilities for repurchase

   agreements

 

$

23,931

 

 

$

25,495

 

Amounts related to agreements not included in offsetting

   disclosures above

 

$

—

 

 

$

—

 

 

Page 23

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, 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.  The Company had no dilutive securities for the three-months ended March 31, 2022 and 2021.

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2022

 

 

2021

 

Basic

 

 

 

 

 

 

 

 

Net income

 

$

8,466

 

 

$

10,758

 

Less allocation of earnings and dividends to participating

   securities

 

 

32

 

 

 

32

 

Net income available to common shareholders—basic

 

$

8,434

 

 

$

10,726

 

Weighted average common shares outstanding

 

 

14,909,192

 

 

 

15,867,588

 

Less average participating securities

 

 

55,905

 

 

 

47,286

 

Weighted average number of shares outstanding used in the

   calculation of basic earnings per common share

 

 

14,853,287

 

 

 

15,820,302

 

Earnings per common share:

 

 

 

 

 

 

 

 

Basic

 

$

0.57

 

 

$

0.68

 

Diluted

 

 

0.57

 

 

 

0.68

 

 

 

The presentation for earnings per common share for prior periods was revised to present under the two-class method.  Earnings per common share 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 at March 31, 2022 and December 31, 2021:

 

 

 

Contract Amount

 

 

 

March 31, 2022

 

 

December 31, 2021

 

 

 

Fixed Rate

 

 

Variable

Rate

 

 

Fixed Rate

 

 

Variable

Rate

 

Commitment to extend credit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lines of credit and construction loans

 

$

30,683

 

 

$

496,189

 

 

$

33,542

 

 

$

455,777

 

Overdraft protection

 

 

8

 

 

 

54,123

 

 

 

7

 

 

 

54,034

 

Letters of credit

 

 

615

 

 

 

675

 

 

 

615

 

 

 

731

 

 

 

$

31,306

 

 

$

550,987

 

 

$

34,164

 

 

$

510,542

 

 

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 3.65% to 8.00% at March 31, 2022 and from 3.25% to 8.00% at December 31, 2021. 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 March 31, 2022 and December 31, 2021.

Page 24

Civista Bancshares, Inc.

Notes to Interim Consolidated 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 no additional benefits would accrue beyond April 30, 2014.

Net periodic pension cost was as follows:

 

 

 

Three months ended

 

 

 

March 31,

 

 

 

2022

 

 

2021

 

Service cost

 

$

—

 

 

$

—

 

Interest cost

 

 

103

 

 

 

95

 

Expected return on plan assets

 

 

(144

)

 

 

(160

)

Other components

 

 

69

 

 

 

82

 

Net periodic pension cost

 

$

28

 

 

$

17

 

 

The Company does not expect to make any contribution to its pension plan in 2022. The Company made no contribution to its pension plan in 2021.

 

(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 122,349 shares available for future grants under this plan at March 31, 2022.

No options were granted under the 2014 Incentive Plan during the periods ended March 31, 2022 and 2021.

 

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 or five-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.

 

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-month period ended March 31, 2022:

 

 

 

Three months ended

 

 

 

March 31, 2022

 

 

 

Number of

Restricted

Shares

 

 

Weighted

Average Grant

Date Fair Value

 

Nonvested at beginning of period

 

 

69,840

 

 

$

20.14

 

Granted

 

 

31,774

 

 

 

24.51

 

Vested

 

 

(25,084

)

 

 

24.62

 

Forfeited

 

 

—

 

 

 

—

 

Nonvested at end of period

 

 

76,530

 

 

$

21.87

 

Page 25

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 March 31, 2022:

 

At March 31, 2022

 

Date of Award

 

Shares

 

 

Remaining Expense

 

 

Remaining Vesting

Period (Years)

 

April 10, 2018

 

 

1,559

 

 

$

23

 

 

 

0.75

 

March 14, 2019

 

 

4,373

 

 

 

69

 

 

 

1.75

 

March 14, 2020

 

 

4,304

 

 

 

64

 

 

 

0.75

 

March 14, 2020

 

 

7,798

 

 

 

135

 

 

 

2.75

 

March 3, 2021

 

 

13,030

 

 

 

212

 

 

 

3.75

 

March 3, 2021

 

 

13,692

 

 

 

230

 

 

 

1.75

 

March 3, 2022

 

 

14,750

 

 

 

325

 

 

 

4.75

 

March 3, 2022

 

 

17,024

 

 

 

374

 

 

 

2.75

 

 

 

 

76,530

 

 

$

1,432

 

 

 

2.92

 

 

The Company recorded $178 and $125 of share-based compensation expense during the three months ended March 31, 2022 and 2021, respectively, for shares granted under the 2014 Incentive Plan.  At March 31, 2022, the total compensation cost related to unvested awards not yet recognized is $1,432, which is expected to be recognized over the weighted average remaining life of the grants of 2.92 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: 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 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

Page 26

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

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 tables below.

 

 

 

Fair Value Measurements at March 31, 2022 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

 

$

—

 

 

$

43,652

 

 

$

—

 

Obligations of states and political subdivisions

 

 

—

 

 

 

305,984

 

 

 

—

 

Mortgage-backed securities in government sponsored

   entities

 

 

—

 

 

 

202,741

 

 

 

—

 

Total securities available for sale

 

 

—

 

 

 

552,377

 

 

 

—

 

Equity securities

 

 

—

 

 

 

1,122

 

 

 

—

 

Swap asset

 

 

—

 

 

 

6,852

 

 

 

—

 

Liabilities measured at fair value on a recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

Swap liability

 

$

—

 

 

$

6,852

 

 

$

—

 

Assets measured at fair value on a nonrecurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage servicing rights

 

$

—

 

 

$

—

 

 

$

2,678

 

Impaired loans

 

 

—

 

 

 

—

 

 

 

11

 

 

 

 

Fair Value Measurements at December 31, 2021 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

 

$

—

 

 

$

47,890

 

 

$

—

 

Obligations of states and political subdivisions

 

 

—

 

 

 

298,836

 

 

 

—

 

Mortgage-backed securities in government

   sponsored entities

 

 

—

 

 

 

213,148

 

 

 

—

 

Total securities available for sale

 

 

—

 

 

 

559,874

 

 

 

—

 

Equity securities

 

 

—

 

 

 

1,072

 

 

 

—

 

Swap asset

 

 

—

 

 

 

11,072

 

 

 

—

 

Liabilities measured at fair value on a recurring

   basis:

 

 

 

 

 

 

 

 

 

 

 

 

Swap liability

 

 

—

 

 

 

11,072

 

 

 

—

 

Assets measured at fair value on a nonrecurring

   basis:

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage servicing rights

 

$

—

 

 

$

—

 

 

$

2,642

 

Impaired loans

 

 

—

 

 

 

—

 

 

 

11

 

 

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 March 31, 2022 and December 31, 2021.

 

 

 

Quantitative Information about Level 3 Fair Value Measurements

 

March 31, 2022

 

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

 

$

2,678

 

 

Discounted Cash Flow

 

Constant Prepayment Rate

 

8.0% - 30%

 

 

10%

 

 

 

 

 

 

 

 

 

Discount Rate

 

12%

 

 

12%

 

 

Page 27

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

 

 

 

Quantitative Information about Level 3 Fair Value Measurements

 

December 31, 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

 

$

2,642

 

 

Discounted Cash Flow

 

Constant Prepayment Rate

 

8% - 35%

 

 

15%

 

 

 

 

 

 

 

 

 

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 March 31, 2022 were as follows:

 

March 31, 2022

 

Carrying

Amount

 

 

Total

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from financial institutions

 

$

412,698

 

 

$

412,698

 

 

$

412,698

 

 

$

—

 

 

$

—

 

Other securities

 

 

18,511

 

 

 

18,511

 

 

 

18,511

 

 

 

—

 

 

 

—

 

Loans, held for sale

 

 

4,794

 

 

 

4,890

 

 

 

4,890

 

 

 

—

 

 

 

—

 

Loans, net of allowance

 

 

1,991,155

 

 

 

1,931,961

 

 

 

—

 

 

 

—

 

 

 

1,931,961

 

Bank owned life insurance

 

 

46,885

 

 

 

46,885

 

 

 

46,885

 

 

 

—

 

 

 

—

 

Accrued interest receivable

 

 

7,738

 

 

 

7,738

 

 

 

7,738

 

 

 

—

 

 

 

—

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonmaturing deposits

 

 

2,380,074

 

 

 

2,380,074

 

 

 

2,380,074

 

 

 

—

 

 

 

—

 

Time deposits

 

 

235,063

 

 

 

235,295

 

 

 

—

 

 

 

—

 

 

 

235,295

 

Long-term FHLB advances

 

 

75,000

 

 

 

68,218

 

 

 

—

 

 

 

—

 

 

 

68,218

 

Securities sold under agreement to repurchase

 

 

23,931

 

 

 

23,931

 

 

 

23,931

 

 

 

—

 

 

 

—

 

Subordinated debentures

 

 

103,704

 

 

 

104,509

 

 

 

—

 

 

 

—

 

 

 

104,509

 

Accrued interest payable

 

 

914

 

 

 

914

 

 

 

914

 

 

 

—

 

 

 

—

 

 

The carrying amount and fair values of financial instruments not measured at fair value on a recurring or nonrecurring basis at December 31, 2021 were as follows:

 

December 31, 2021

 

Carrying

Amount

 

 

Total

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from financial institutions

 

$

264,239

 

 

$

264,239

 

 

$

264,239

 

 

$

—

 

 

$

—

 

Other securities

 

 

17,011

 

 

 

17,011

 

 

 

17,011

 

 

 

—

 

 

 

—

 

Loans, held for sale

 

 

1,972

 

 

 

2,011

 

 

 

2,011

 

 

 

—

 

 

 

—

 

Loans, net of allowance

 

 

1,971,238

 

 

 

1,945,638

 

 

 

—

 

 

 

—

 

 

 

1,945,638

 

Bank owned life insurance

 

 

46,641

 

 

 

46,641

 

 

 

46,641

 

 

 

—

 

 

 

—

 

Accrued interest receivable

 

 

7,385

 

 

 

7,385

 

 

 

7,385

 

 

 

—

 

 

 

—

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonmaturing deposits

 

 

2,170,253

 

 

 

2,170,253

 

 

 

2,170,253

 

 

 

—

 

 

 

—

 

Time deposits

 

 

246,448

 

 

 

247,053

 

 

 

—

 

 

 

—

 

 

 

247,053

 

Long-term FHLB advances

 

 

75,000

 

 

 

75,930

 

 

 

—

 

 

 

—

 

 

 

75,930

 

Securities sold under agreement to repurchase

 

 

25,495

 

 

 

25,495

 

 

 

25,495

 

 

 

—

 

 

 

—

 

Subordinated debentures

 

 

103,735

 

 

 

111,118

 

 

 

—

 

 

 

—

 

 

 

111,118

 

Accrued interest payable

 

 

315

 

 

 

315

 

 

 

315

 

 

 

—

 

 

 

—

 

 

Page 28

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

(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 Company presents derivative positions net on the balance sheet for customers and financial institution counterparty positions subject to master netting arrangements.  The following table reflects the derivatives recorded on the balance sheet as of March 31, 2022 and December 31, 2021: 

 

 

 

2022

 

 

2021

 

 

 

Notional

Amount

 

 

Fair Value

 

 

Notional

Amount

 

 

Fair Value

 

Included in other assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps with loan customers in an asset

   position

 

$

102,211

 

 

$

3,439

 

 

$

173,491

 

 

$

11,072

 

Counterparty positions with financial institutions in

   an asset position

 

 

236,090

 

 

 

3,413

 

 

 

—

 

 

 

—

 

Total included in other assets

 

 

 

 

 

$

6,852

 

 

 

 

 

 

$

11,072

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in accrued expenses and other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps with loan customers in a liability

   position

 

$

140,571

 

 

$

6,762

 

 

$

71,327

 

 

$

1,628

 

   Counterparty positions with financial institutions

     in a liability position

 

 

6,692

 

 

 

90

 

 

 

244,818

 

 

 

9,444

 

Total included in accrued expenses and other

   liabilities

 

 

 

 

 

$

6,852

 

 

 

 

 

 

$

11,072

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross notional positions with customers

 

$

242,782

 

 

 

 

 

 

$

244,818

 

 

 

 

 

Gross notional positions with financial institution

   counterparties

 

$

242,782

 

 

 

 

 

 

$

244,818

 

 

 

 

 

 

The presentation for derivatives for the current and prior periods was revised to present derivative positions net for customer positions.  Fair value of swap assets and liabilities for the prior period was not impacted. 

 

Page 29

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

The effect of swap fair value changes on the Consolidated Statement of Operations for March 31, 2022 and 2021 are as follows: 

 

 

 

Location of

 

Amount of Gain or (Loss)

 

Derivatives

 

Gain or (Loss)

 

Recognized in

 

Not Designated

 

Recognized in

 

Income on Derivatives

 

as Hedging Instruments

 

Income on Derivative

 

2022

 

 

2021

 

Interest rate swaps related to customer loans

 

Other income

 

$

—

 

 

$

20

 

Total

 

 

 

$

—

 

 

$

20

 

 

The Company monitors and controls all derivative products with a comprehensive Board of Director approved commercial loan swap policy. All interest 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 March 31, 2022, the Company had cash and securities with a fair value of $840 and $500, respectively, pledged for collateral on its interest rate swaps with third party financial institutions. At December 31, 2021, the Company had cash and securities with a fair value of $10,780 and $509, 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 March 31, 2022 and December 31, 2021, the balance of the investment for qualified affordable housing projects was $12,854 and $13,093, 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 $4,837 and $5,706 at March 31, 2022 and December 31, 2021, respectively. These balances are reflected in the Accrued expenses and other liabilities line on the Consolidated Balance Sheet.

During the three months ended March 31, 2022 and 2021, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $239 and $203, respectively, offset by tax credits and other benefits from its investment in affordable housing tax credits of $390 and $338, respectively.   During the three months ended March 31, 2022, the Company did not incur any impairment losses related to its investments in qualified affordable housing projects.  Other operating expenses and Income tax expense were reclassified at March 31, 2021 to reflect the change to proportional amortization method of accounting of $203.

 

 

(16) Revenue Recognition

The Company accounts for revenues from contracts with customers under ASC 606, Revenue from Contracts with 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

Page 30

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

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.

 

Page 31

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

 

 

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 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 months ended March 31, 2022.

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2022

 

 

2021

 

Noninterest Income

 

 

 

 

 

 

 

 

In-scope of Topic 606:

 

 

 

 

 

 

 

 

Service charges

 

$

1,579

 

 

$

1,256

 

ATM/Interchange fees

 

 

1,241

 

 

 

1,248

 

Wealth management fees

 

 

1,277

 

 

 

1,146

 

Tax refund processing fees

 

 

1,900

 

 

 

1,900

 

Other

 

 

277

 

 

 

412

 

Noninterest Income (in-scope of Topic 606)

 

 

6,274

 

 

 

5,962

 

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

 

 

1,369

 

 

 

3,228

 

Total Noninterest Income

 

$

7,643

 

 

$

9,190

 

 

 

 

 

Page 32

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 March 31, 2022 compared to December 31, 2021, and the consolidated results of operations for the three-month periods ended March 31, 2022, compared to the same periods in 2021. This discussion should be read in conjunction with the Consolidated 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:

 

 

•

effects of the continuing novel coronavirus (COVID-19) pandemic on national, regional and local economies, and on our customers, counterparties, employees and third-party service providers, as well as the effects of various responses of governmental and nongovernmental authorities to the COVID-19 pandemic, including public health actions directed toward the containment of the COVID-19 pandemic (such as quarantines, shut downs and other restrictions on travel and commercial, social or other activities), the development, availability and effectiveness of vaccines, and the implementation of fiscal stimulus packages;

 

•

current and future economic and financial market conditions, either nationally or in the states in which we do business, including the effects of inflation, U.S. fiscal debt, budget and tax matters, geopolitical matters (including the conflict in Ukraine), and any slowdown in global economic growth, in addition to the continuing impact of the COVID-19 pandemic on our customers’ operations and financial condition, any of which may result in adverse impacts on our deposit levels and composition, the quality of investment securities available for purchase, demand for loans, the ability of our borrowers to repay their loans, and the value of the collateral securing loans;

 

 

•

changes in unemployment levels in our market area, including as a result of the continuing COVID-19 pandemic;

 

•

changes in customers’, suppliers’, and other counterparties’ performance and creditworthiness may be different than anticipated due to the continuing impact of and the various responses to the COVID-19 pandemic;

 

•

changes in interest rates resulting from national and local economic conditions and the policies of regulatory authorities, including monetary policies of the Board of Governors of the Federal Reserve System, which may adversely affect interest rates, interest margins, loan demand and interest rate sensitivity;

 

•

the transition away from LIBOR as a reference rate for financial contracts, which could negatively impact our income and expenses and the value of various financial contracts;

 

•

operational risks, reputational risks, legal and compliance risks, and other risks related to potential fraud or theft by employees or outsiders, unauthorized transactions by employees or operational errors, or failures, disruptions or breaches in security of our systems, including those resulting from computer viruses or cyber-attacks;

 

 

•

our ability to secure sensitive or confidential client information against unauthorized disclose or access through computer systems and telecommunication networks, including those of our third-party vendors and other service providers, which may prove inadequate;

 

 

•

a failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors and other service providers, resulting in failures or disruptions in customer account management, general ledger, deposit, loan, or other systems, including as a result of cyber-attacks;

 

•

competitive pressures and factors among financial services organizations could increase significantly, including product and pricing pressures, changes to third-party relationships and our ability to recruit and retain qualified management and banking personnel;

 

•

unexpected losses of services of our key management personnel, or the inability to recruit and retain qualified personnel in the future;

 

•

the lack of assurances regarding the future revenues of our tax refund program;

Page 33

Civista Bancshares, Inc.

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

Form 10-Q

(Amounts in thousands, except share data)

 

 

 

•

risks inherent in pursuing strategic growth initiatives, including integration and other risks involved in past, pending and possible future acquisitions;  

 

•

uncertainty regarding the nature, timing, cost and effect of legislative or regulatory changes in the banking industry or otherwise affecting the Company, including major reform of the regulatory oversight structure of the financial services industry and changes in laws and regulations concerning taxes, FDIC insurance premium levels, pensions, bankruptcy, consumer protection, rent regulation and housing, financial accounting and reporting, environmental protection, insurance, bank products and services, bank and bank holding company capital and liquidity standards, fiduciary standards, securities and other aspects of the financial services industry, as well as the reforms provided for in the Coronavirus Aid, Relief and Economic Security (CARES) Act and the follow-up legislation in the Consolidated Appropriations Act, 2021 and the American Rescue Plan Act of 2021;

 

•

changes in federal, state and/or local tax laws;

 

•

the effect of changes in accounting policies and practices, as may be adopted by the Financial Accounting Standards Board (the “FASB”), the SEC, the Public Company Accounting Oversight Board and other regulatory agencies, may adversely affect our reported financial condition or results of operations;

 

•

litigation and regulatory compliance exposure, including the costs and effects of any adverse developments in legal proceedings or other claims and the costs and effects of unfavorable resolution of regulatory and other governmental examinations or inquiries;

 

•

continued availability of earnings and dividends from Civista and excess capital sufficient for us to service our debt and pay dividends to our shareholders in compliance with applicable legal and regulatory requirements;

 

•

our ability to anticipate and successfully keep pace with technological changes affecting the financial services industry;

 

•

the impact on our business, personnel, facilities or systems of losses related to acts of fraud, scams and schemes of third parties; 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, 2021.

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 March 31, 2022 were $3,184,357 compared to $3,012,905 at December 31, 2021, an increase of $171,452, or 5.7%. The increase in total assets was due to increases in cash and cash equivalents of $148,459, accompanied by other increases in other securities, loans held for sale, loans and other assets of $1,500, $2,822, $19,917 and $10,342, respectively, partially offset by decreases in securities available for sale and swap assets of $7,497 and $4,220, respectively. Total liabilities at March 31, 2022 were $2,856,665 compared to $2,657,693 at December 31, 2021, an increase of $198,972, or 7.5%. The increase in total liabilities was primarily attributable to an increase in noninterest-bearing demand accounts of $198,441, accompanied by an increase in accrued expenses and other liabilities of $6,351, partially offset by a decrease in swap liabilities of $4,220.

Page 34

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 March 31, 2022 and December 31, 2021 were as follows:

 

 

 

March 31, 2022

 

 

December 31, 2021

 

 

$ Change

 

 

% Change

 

Commercial & Agriculture

 

$

218,443

 

 

$

246,502

 

 

$

(28,059

)

 

 

-11.4

%

Commercial Real Estate—Owner Occupied

 

 

301,352

 

 

 

295,452

 

 

 

5,900

 

 

 

2.0

%

Commercial Real Estate—Non-Owner Occupied

 

 

869,663

 

 

 

829,310

 

 

 

40,353

 

 

 

4.9

%

Residential Real Estate

 

 

432,770

 

 

 

430,060

 

 

 

2,710

 

 

 

0.6

%

Real Estate Construction

 

 

161,651

 

 

 

157,127

 

 

 

4,524

 

 

 

2.9

%

Farm Real Estate

 

 

24,648

 

 

 

28,419

 

 

 

(3,771

)

 

 

-13.3

%

Consumer and Other

 

 

9,661

 

 

 

11,009

 

 

 

(1,348

)

 

 

-12.2

%

Total loans

 

 

2,018,188

 

 

 

1,997,879

 

 

 

20,309

 

 

 

1.0

%

Allowance for loan losses

 

 

(27,033

)

 

 

(26,641

)

 

 

(392

)

 

 

1.5

%

Net loans

 

$

1,991,155

 

 

$

1,971,238

 

 

$

19,917

 

 

 

1.0

%

 

Included in Commercial & Agriculture loans above were $15,529 of PPP loans as of March 31, 2022 and $43,209 of PPP loans as of December 31, 2021.

 

Loans held for sale increased $2,822, or 143.1%, since December 31, 2021.  The increase was due to an increase in the average loan balance held for sale.  At March 31, 2022, 24 loans totaling $4,794 were held for sale as compared to 14 loans totaling $1,972 at December 31, 2021.

 

Net loans have increased $19,917, or 1.0%, since December 31, 2021. The Commercial Real Estate – Owner Occupied, Commercial Real Estate – Non-Owner Occupied, Residential Real Estate and Real Estate Construction loan portfolios increased $5,900, $40,353, $2,710 and $4,524, respectively, since December 31, 2021, while the Commercial & Agriculture, Farm Real Estate and Consumer and Other loan portfolios decreased $28,059, $3,771 and $1,348, respectively, since December 31, 2021.  At March 31, 2022, the net loan to deposit ratio was 76.1% compared to 81.6% at December 31, 2021. The decrease in the net loan to deposit ratio is primarily the result of an increase in deposits.

 

During the first three months of 2022, provisions made to the allowance for loan losses totaled $300, compared to a provision of $830 during the same period in 2021. The decrease in provision was due to the stability of our credit quality metrics coupled with the continued stabilization and, in some cases, improvement of international, national, regional and local economic conditions that were adversely impacted by the prior economic shutdown and restrictions in response to the ongoing COVID-19 pandemic. While vaccinations and improved treatments have created a level of optimism in the business community, there remains caution due to the lingering concerns over potential infection spikes.  We remain cautious given the level of classified loans in the portfolio, particularly loans to borrowers in the hotel industry, as well as challenges businesses face in today’s environment.  Economic impacts related to the COVID-19 pandemic have improved somewhat, but continued concerns linger due to the disruption of supply chains, additional employee costs, hiring challenges throughout our footprint and rising inflationary pressures.  While some of these pressures have eased, ongoing supply chain and staffing challenges, as well as the impact of higher inflation remain.

 

Net recoveries for the first three months of 2022 totaled $92, compared to net recoveries of $275 in the first three months of 2021. For the first three months of 2022, the Company charged off a total of five loans. One Residential Real Estate loan totaling $1 and four Consumer and Other loans totaling $29 were charged off in the first three months of the year. In addition, during the first three months of 2022, the Company had recoveries on previously charged-off Commercial and Agriculture loans of $1, Commercial Real Estate – Non-Owner Occupied loans of $48, Residential Real Estate loans of $61, Farm Real Estate loans of $2 and Consumer and Other loans of $10. For each loan category, as well as in total, the percentage of net charge-offs to loans was less than one percent. Nonperforming loans increased by $52 since December 31, 2021, which was due to an increase in loans on nonaccrual status of $52. 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 35

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 1.34% at March 31, 2022 and 1.33% at December 31, 2021.

 

The available for sale security portfolio decreased by $7,497, from $559,874 at December 31, 2021 to $552,377 at March 31, 2022.  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 March 31, 2022, the Company was in compliance with all pledging requirements.

 

Other securities increased $1,500 from December 31, 2021 to March 31, 2022.  The increase is the result of additional investments in the Federal Reserve Bank of Cleveland.

 

Premises and equipment, net, decreased $335 from December 31, 2021 to March 31, 2022. The decrease is the result of new purchases of $138, offset by depreciation of $473.

 

Bank owned life insurance (BOLI) increased $244 from December 31, 2021 to March 31, 2022. The increase is the result of increases in the cash surrender value of the underlying insurance policies.

 

Swap assets decreased $4,220 from December 31, 2021 to March 31, 2022.  The decrease of $4,220 is primarily the result of a decreases in fair value of swap assets.

 

Other assets increased $10,342 from December 31, 2021 to March 31, 2022.  The increase is the result of an increase in prepaid franchise taxes of $1,990 and an increase in deferred taxes - securities of $7,881.  

 

Total deposits as of March 31, 2022 and December 31, 2021 were as follows:

 

 

 

March 31, 2022

 

 

December 31, 2021

 

 

$ Change

 

 

% Change

 

Noninterest-bearing demand

 

$

987,347

 

 

$

788,906

 

 

$

198,441

 

 

 

25.2

%

Interest-bearing demand

 

 

540,924

 

 

 

537,510

 

 

 

3,414

 

 

 

0.6

%

Savings and money market

 

 

851,803

 

 

 

843,837

 

 

 

7,966

 

 

 

0.9

%

Time deposits

 

 

235,063

 

 

 

246,448

 

 

 

(11,385

)

 

 

-4.6

%

Total Deposits

 

$

2,615,137

 

 

$

2,416,701

 

 

$

198,436

 

 

 

8.2

%

 

Total deposits at March 31, 2022 increased $198,436 from year-end 2021. Noninterest-bearing deposits increased $198,441 from year-end 2021, while interest-bearing deposits, including savings and time deposits, decreased $5 from December 31, 2021. 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 $199,393. This increase is temporary as transactions are processed and is expected to return to levels more consistent with December 31, 2021 over the next two quarters.  In addition, public fund demand deposit accounts increased $9,826, accompanied by a decrease in business demand deposit accounts of $10,647.  The increase in interest-bearing deposits was primarily due to an increase in public fund interest-bearing demand accounts of $20,402, accompanied by decreases in non-public interest-bearing demand and JUMBO NOW accounts of $15,507 and $2,109, respectively.  Statement savings, money market savings and public fund money market savings accounts increased by $21,036, $7,541 and $3,487, respectively, accompanied by decreases in business money market savings and brokered money market savings accounts of $6,073 and $19,005, respectively. Time certificates over $250, time certificates and Jumbo time certificates decreased $5,995, $3,331 and $3,958, respectively.  The year-to-date average balance of total deposits decreased $75,144 compared to the average balance for the same period in 2021 mainly due to a decrease in noninterest-bearing demand accounts of $166,369, accompanied by increases in interest-bearing demand and

Page 36

Civista Bancshares, Inc.

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

Form 10-Q

(Amounts in thousands, except share data)

 

savings and money markets accounts of $76,403 and $58,252, respectively.  In addition, the average balance of time deposits decreased $43,430 as compared to the same period in 2021.

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 $1,564 from December 31, 2021 to March 31, 2022.

 

Swap liabilities decreased $4,220 from December 31, 2021 to March 31, 2022.  The decrease of $4,220 is primarily the result of a decrease in fair value of swap liabilities.

Accrued expenses and other liabilities increased $6,351 from December 31, 2021 to March 31, 2022.  The increase is primarily the result of an increase in a clearing account related to our tax refund processing program of $9,683, offset by decreases in accrued commissions and securities purchased, not yet funded, of $1,755 and $1,648, respectively.

 

Shareholders’ equity at March 31, 2022 was $327,692, or 10.3% of total assets, compared to $355,212, or 11.8% of total assets, at December 31, 2021. The decrease was the result of net income of $8,466, accompanied by a decrease in the Company’s pension liability, net of tax, of $55, offset by a decrease in the fair value of securities available for sale, net of tax, of $29,564, dividends on common shares of $2,090 and the purchase of treasury shares of $4,565.

 

Total outstanding common shares at March 31, 2022 were 14,797,214, which decreased from 14,954,200 common shares outstanding at December 31, 2021. Common shares outstanding decreased as a result of 188,760 common shares being repurchased by the Company at an average repurchase price of $24.18.  The Company repurchased 183,357 common shares pursuant to a stock repurchase program announced on August 12, 2021, which authorized the Company to repurchase a maximum aggregate value of $13,500 of the Company’s common shares until August 10, 2022.  An additional 5,403 common shares were surrendered by officers to the Company to pay taxes upon vesting of restricted shares.  The repurchase of common shares was offset by the grant of 31,774 restricted common shares to certain officers under the Company’s 2014 Incentive Plan.

 

Results of Operations

 

Three Months Ended March 31, 2022 and 2021

The Company had net income of $8,466 for the three months ended March 31, 2022, a decrease of $2,292 from net income of $10,758 for the same three months of 2021. Basic earnings per common share were $0.57 for the quarter ended March 31, 2022, compared to $0.68 for the same period in 2021. Diluted earnings per common share were $0.57 for the quarter ended March 31, 2022, compared to $0.68 for the same period in 2021. The primary reasons for the changes in net income are explained below.

Net interest income for the three months ended March 31, 2022 was $22,932, a decrease of $896 from $23,828 for the same three months of 2021. This decrease is the result of a decrease of $1,059 in total interest income with a decrease of $163 in interest expense. Interest-earning assets averaged $2,814,589 during the three months ended March 31, 2022, a decrease of $192,064 from $3,006,653 for the same period of 2021.  The Company’s average interest-bearing liabilities increased from $1,719,286 during the three months ended March 31, 2021 to $1,828,283 during the three months ended March 31, 2022.  The Company’s fully tax equivalent net interest margin for the three months ended March 31, 2022 and 2021 was 3.38% and 3.30%, respectively.

Total interest income was $24,666 for the three months ended March 31, 2022, a decrease of $1,059 from $25,725 of total interest income for the same period in 2021.  The decrease in interest income is attributable to a decrease of $1,745 in interest and fees on loans, which resulted from decreases in loan yield and the average balance of loans. The average balance of loans decreased by $62,435, or 3.0% to $2,006,984 for the three months ended March 31, 2022 as compared to $2,069,419 for the same period in 2021.  The loan yield decreased to 4.25% for the three months ended March 31, 2022, from 4.47% for the same period in 2021.  During the quarter, the average balance of PPP loans was $24,262.  These loans had an average yield of 18.9%, which includes the amortization of PPP fees.

Page 37

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 increased $445 to $1,720 for the three months ended March 31, 2022, compared to $1,275 for the same period in 2021.  The average balance of taxable securities increased $139,753 to $314,493 for the three months ended March 31, 2022 as compared to $174,740 for the same period in 2021.  The yield on taxable securities decreased 88 basis points to 2.20% for 2022, compared to 3.08% for 2021.  Interest on tax-exempt securities increased $271 to $1,789 for the three months ended March 31, 2022, compared to $1,518 for the same period in 2021.  The average balance of tax-exempt securities increased $53,293 to $260,866 for the three months ended March 31, 2022 as compared to $207,573 for the same period in 2021.  The yield on tax-exempt securities decreased 45 basis points to 3.67% for 2022, compared to 4.12% for 2021 due to the impact of lower interest rates in 2022 as compared to the same period of 2021.

 

Interest expense decreased $163, or 8.6%, to $1,734 for the three months ended March 31, 2022, compared with $1,897 for the same period in 2021.  The change in interest expense can be attributed to both a decrease in rates on interest-bearing deposit accounts and Federal Home Loan Bank (FHLB) borrowings, offset by an increase in the average balance of interest-bearing liabilities.  For the three months ended March 31, 2022, the average balance of interest-bearing liabilities increased $108,997 to $1,828,283, as compared to $1,719,286 for the same period in 2021.  Interest incurred on deposits decreased by $555 to $705 for the three months ended March 31, 2022, compared to $1,260 for the same period in 2021.  Although the average balance of interest-bearing deposits increased by $91,225 for the three months ended March 31, 2022 as compared to the same period in 2021, deposit expense decreased due to a decrease in the rate paid on demand and savings accounts from 0.11% in 2021 to 0.07% in 2022.  The rate paid on time deposits decreased from 1.31% to 0.79% in 2022.  Interest expense incurred on FHLB advances decreased 57.1% from 2021.  The average balance on FHLB balances decreased $50,000 for the three months ended March 31, 2022 as compared to the same period in 2021 as a result of the prepayment of a long-term advance.  Interest expense incurred on subordinated debentures increased $650, to $836 for the three months ended March 31, 2022, compared to $186 for the same period in 2021.  For the three months ended March 31, 2022, the average balance of subordinated debentures increased $73,364 to $103,713, as compared to $30,349 for the same period in 2021.  During the fourth quarter of 2021, the Company entered into a Subordinated Note Purchase Agreement pursuant to which the Company sold and issued $75,000 aggregate principal amount of its 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031.

Page 38

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 March 31, 2022 and 2021. 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 March 31,

 

 

 

2022

 

 

2021

 

Assets:

 

Average

balance

 

 

Interest

 

 

Yield/

rate*

 

 

Average

balance

 

 

Interest

 

 

Yield/

rate*

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees**

 

$

2,006,984

 

 

$

21,038

 

 

 

4.25

%

 

$

2,069,419

 

 

$

22,783

 

 

 

4.47

%

Taxable securities

 

 

314,493

 

 

 

1,720

 

 

 

2.20

%

 

 

174,740

 

 

 

1,275

 

 

 

3.08

%

Tax-exempt securities

 

 

260,866

 

 

 

1,789

 

 

 

3.67

%

 

 

207,573

 

 

 

1,518

 

 

 

4.12

%

Interest-bearing deposits in other banks

 

 

232,246

 

 

 

119

 

 

 

0.21

%

 

 

554,921

 

 

 

149

 

 

 

0.11

%

Total interest-earning assets

 

$

2,814,589

 

 

$

24,666

 

 

 

3.63

%

 

$

3,006,653

 

 

$

25,725

 

 

 

3.55

%

Noninterest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from financial institutions

 

 

223,353

 

 

 

 

 

 

 

 

 

 

 

27,760

 

 

 

 

 

 

 

 

 

Premises and equipment, net

 

 

22,320

 

 

 

 

 

 

 

 

 

 

 

22,509

 

 

 

 

 

 

 

 

 

Accrued interest receivable

 

 

7,157

 

 

 

 

 

 

 

 

 

 

 

8,569

 

 

 

 

 

 

 

 

 

Intangible assets

 

 

84,374

 

 

 

 

 

 

 

 

 

 

 

84,862

 

 

 

 

 

 

 

 

 

Other assets

 

 

37,346

 

 

 

 

 

 

 

 

 

 

 

38,084

 

 

 

 

 

 

 

 

 

Bank owned life insurance

 

 

46,726

 

 

 

 

 

 

 

 

 

 

 

46,062

 

 

 

 

 

 

 

 

 

Less allowance for loan losses

 

 

(26,775

)

 

 

 

 

 

 

 

 

 

 

(25,590

)

 

 

 

 

 

 

 

 

Total Assets

 

$

3,209,090

 

 

 

 

 

 

 

 

 

 

$

3,208,909

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand and savings

 

$

1,383,372

 

 

$

234

 

 

 

0.07

%

 

$

1,248,717

 

 

$

343

 

 

 

0.11

%

Time

 

 

240,612

 

 

 

471

 

 

 

0.79

%

 

 

284,042

 

 

 

917

 

 

 

1.31

%

Long-term FHLB advances

 

 

75,000

 

 

 

190

 

 

 

1.03

%

 

 

125,000

 

 

 

443

 

 

 

1.44

%

Short-term FHLB advances

 

 

358

 

 

 

—

 

 

 

0.00

%

 

 

—

 

 

 

—

 

 

 

0.00

%

Subordinated debentures

 

 

103,713

 

 

 

836

 

 

 

3.27

%

 

 

30,349

 

 

 

186

 

 

 

2.56

%

Repurchase Agreements

 

 

25,228

 

 

 

3

 

 

 

0.05

%

 

 

31,178

 

 

 

8

 

 

 

0.10

%

Total interest-bearing liabilities

 

$

1,828,283

 

 

$

1,734

 

 

 

0.38

%

 

$

1,719,286

 

 

$

1,897

 

 

 

0.45

%

Noninterest-bearing deposits

 

 

933,654

 

 

 

 

 

 

 

 

 

 

 

1,100,023

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

99,851

 

 

 

 

 

 

 

 

 

 

 

39,975

 

 

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

347,302

 

 

 

 

 

 

 

 

 

 

 

349,625

 

 

 

 

 

 

 

 

 

Total Liabilities and Shareholders’ Equity

 

$

3,209,090

 

 

 

 

 

 

 

 

 

 

$

3,208,909

 

 

 

 

 

 

 

 

 

Net interest income and interest rate spread

 

 

 

 

 

$

22,932

 

 

 

3.25

%

 

 

 

 

 

$

23,828

 

 

 

3.10

%

Net interest margin

 

 

 

 

 

 

 

 

 

 

3.38

%

 

 

 

 

 

 

 

 

 

 

3.30

%

 

*—Average yields are presented on a tax equivalent basis.  The tax equivalent effect associated with loans and investments, included in the yields above, was $476 and $407 for the periods ended March 31, 2022 and 2021, respectively.

 

**—Average balance includes nonaccrual loans.

Page 39

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 March 31, 2022 and 2021.

 

 

 

Increase (decrease) due to:

 

 

 

Volume (1)

 

 

Rate (1)

 

 

Net

 

 

 

(Dollars in thousands)

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

(675

)

 

$

(1,070

)

 

$

(1,745

)

Taxable securities

 

 

888

 

 

 

(443

)

 

 

445

 

Tax-exempt securities

 

 

449

 

 

 

(178

)

 

 

271

 

Interest-bearing deposits in other banks

 

 

(117

)

 

 

87

 

 

 

(30

)

Total interest income

 

$

545

 

 

$

(1,604

)

 

$

(1,059

)

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

Demand and savings

 

$

34

 

 

$

(143

)

 

$

(109

)

Time

 

 

(125

)

 

 

(321

)

 

 

(446

)

Long-term FHLB advances

 

 

(177

)

 

 

(76

)

 

 

(253

)

Subordinated debentures

 

 

575

 

 

 

75

 

 

 

650

 

Repurchase agreements

 

 

(1

)

 

 

(4

)

 

 

(5

)

Total interest expense

 

$

306

 

 

$

(469

)

 

$

(163

)

Net interest income

 

$

239

 

 

$

(1,135

)

 

$

(896

)

 

(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 $300 and $830 during the quarters ended March 31, 2022 and 2021, respectively. The decrease in the provision in the first quarter of 2022 was due to the stability of our credit quality metrics coupled with the continued stabilization and, in some cases, improvement of international, national, regional and local economic conditions that were adversely impacted by the prior economic shutdown and restrictions in response to the ongoing COVID-19 pandemic.  While vaccinations and improved treatments have created a level of optimism in the business community, there remains caution due to the lingering concerns over potential infection spikes.  We remain cautious given the level of classified loans in the portfolio, particularly loans to borrowers in the hotel industry as well as challenges businesses face in today’s environment.  Economic impacts related to the COVID-19 pandemic have improved somewhat, but continued concerns linger due to the disruption of supply chains, additional employee costs, hiring challenges throughout our footprint and rising inflationary pressures.  While some of these pressures have eased, ongoing supply chain and staffing challenges, as well as the impact of higher inflation remain.  Our Commercial and Commercial Real Estate portfolios have been, and are expected to continue to be, impacted the most.

Noninterest income for the three-month periods ended March 31, 2022 and 2021 are as follows:

 

 

 

Three months ended March 31,

 

 

 

2022

 

 

2021

 

 

$ Change

 

 

% Change

 

Service charges

 

$

1,579

 

 

$

1,256

 

 

$

323

 

 

 

25.7

%

Net loss on sale of securities

 

 

—

 

 

 

(1

)

 

 

1

 

 

 

-100.0

%

Net gain on equity securities

 

 

50

 

 

 

88

 

 

 

(38

)

 

 

-43.2

%

Net gain on sale of loans

 

 

936

 

 

 

2,745

 

 

 

(1,809

)

 

 

-65.9

%

ATM/Interchange fees

 

 

1,241

 

 

 

1,248

 

 

 

(7

)

 

 

-0.6

%

Wealth management fees

 

 

1,277

 

 

 

1,146

 

 

 

131

 

 

 

11.4

%

Bank owned life insurance

 

 

244

 

 

 

243

 

 

 

1

 

 

 

0.4

%

Tax refund processing fees

 

 

1,900

 

 

 

1,900

 

 

 

—

 

 

 

0.0

%

Swap fees

 

 

—

 

 

 

76

 

 

 

(76

)

 

 

-100.0

%

Other

 

 

416

 

 

 

489

 

 

 

(73

)

 

 

-14.9

%

Total noninterest income

 

$

7,643

 

 

$

9,190

 

 

$

(1,547

)

 

 

-16.8

%

Page 40

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 March 31, 2022 was $7,643, a decrease of $1,547, or 16.8%, from $9,190 for the same period of 2021. The decrease was primarily due to decreases in net gain on equity securities, net gain on sale of loans, swap fees and other income, offset by increases in service charges and wealth management fees.  Net gain on equity securities decreased as a result of market value decreases.  Net gain on sale of loans decreased primarily as a result of a decrease in volume of loans sold.  During the three-months ended March 31, 2022, 208 loans were sold, totaling $38,164.  During the three-months ended March 31, 2021, 376 loans were sold, totaling $77,554.  Swap fees decreased due to the volume of swaps performed during the quarter ended March 31, 2022 as compared to the same period of 2021.  Other income decreased due to a decrease in gains on the sale of OREO properties of $72.  Service charges increased due to higher service charges and overdraft fees of $100 and $223, respectively.  Wealth management fees increased primarily as a result of an increase in trust and brokerage fees of $33 and $95, respectively. Brokerage income increased due to volume of business.    

Additionally, the Company processes state and federal income tax refunds 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 $1,900 for each of the three months ended March 31, 2022 and 2021.  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 March 31, 2022 and 2021 are as follows:

 

 

 

Three months ended March 31,

 

 

 

2022

 

 

2021

 

 

$ Change

 

 

% Change

 

Compensation expense

 

$

12,223

 

 

$

11,782

 

 

$

441

 

 

 

3.7

%

Net occupancy expense

 

 

1,150

 

 

 

1,224

 

 

 

(74

)

 

 

-6.0

%

Equipment expense

 

 

495

 

 

 

414

 

 

 

81

 

 

 

19.6

%

Contracted data processing

 

 

620

 

 

 

443

 

 

 

177

 

 

 

40.0

%

FDIC assessment

 

 

203

 

 

 

259

 

 

 

(56

)

 

 

-21.6

%

State franchise tax

 

 

591

 

 

 

625

 

 

 

(34

)

 

 

-5.4

%

Professional services

 

 

1,049

 

 

 

738

 

 

 

311

 

 

 

42.1

%

Amortization of intangible assets

 

 

217

 

 

 

223

 

 

 

(6

)

 

 

-2.7

%

ATM/Interchange expense

 

 

513

 

 

 

593

 

 

 

(80

)

 

 

-13.5

%

Marketing

 

 

317

 

 

 

299

 

 

 

18

 

 

 

6.0

%

Software maintenance expense

 

 

708

 

 

 

508

 

 

 

200

 

 

 

39.4

%

Other

 

 

2,172

 

 

 

2,079

 

 

 

93

 

 

 

4.5

%

Total noninterest expense

 

$

20,258

 

 

$

19,187

 

 

$

1,071

 

 

 

5.6

%

 

Noninterest expense for the three months ended March 31, 2022 was $20,258, an increase of $1,071, or 5.6%, from $19,187 reported for the same period of 2021. The primary reasons for the increase were increases in compensation expense, equipment expense, contracted data processing expense, professional services and software maintenance expense, offset by decreases in expense for FDIC assessment and ATM/Interchange expense. The increase in compensation expense was due to increased salary, payroll taxes and commission and incentive based costs, offset by a decrease in employer savings contributions.  Equipment expense increased due to an increase in computer equipment purchases of $61 and reimbursement of COVID-19 expenses of $12 in 2021.  Contracted data processing fees increased due to merger related system deconversion fees of $215.  Professional services increased due to merger related legal and audit and consulting fees of $118 and $150, respectively. The increase in software maintenance expense is due to a general increase in legacy software maintenance contracts and the implementation of our new digital banking.  The quarter-over-quarter decrease in FDIC assessments was attributable to lower assessment multipliers charged to Civista.  The quarter-over-quarter decrease in ATM/Interchange expense is the result of a decrease in billings from MasterCard of $57 in 2022.  

 

Income tax expense for the three months ended March 31, 2022 totaled $1,551, down $692 compared to the same period in 2021. The effective tax rates for the three-month periods ended March 31, 2022 and 2021 were 15.5% and 17.3%, 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.  

 

 

Page 41

Civista Bancshares, Inc.

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

Form 10-Q

(Amounts in thousands, except share data)

 

 

Capital Resources

Shareholders’ equity totaled $327,692 at March 31, 2022 compared to $355,212 at December 31, 2021. Shareholders’ equity was impacted by net income of $8,466, accompanied by a $55 net decrease in the Company’s pension liability, offset by a decrease in the fair value of securities available for sale, net of tax, of $29,564, dividends on common stock of $2,090 and the Company’s repurchase of common shares during the period, which totaled $4,565.

All of the Company’s capital ratios exceeded the regulatory minimum guidelines as of March 31, 2022 and December 31, 2021 as identified in the following table:

 

 

 

Total Risk

Based

Capital

 

 

Tier I Risk

Based

Capital

 

 

CET1 Risk

Based

Capital

 

 

Leverage

Ratio

 

Company Ratios—March 31, 2022

 

 

18.7

%

 

 

14.0

%

 

 

12.6

%

 

 

9.5

%

Company Ratios—December 31, 2021

 

 

19.2

%

 

 

14.3

%

 

 

12.9

%

 

 

10.2

%

For Capital Adequacy Purposes

 

 

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

%

 

 

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 $794, or 0.14% of the total security portfolio at March 31, 2022. 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 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 $9,114 and $15,910 for the three months ended March 31, 2022 and 2021, respectively. The primary additions to cash from operating activities are from proceeds from the sale of loans. The primary use of cash from operating activities is from loans originated for sale.  Net cash used by investing activities was $50,872 for the three months ended March 31, 2022 and net cash provided by investing activities was $583 for the three months ended March 31, 2021, principally reflecting our loan and investment security activities.  Cash provided by and used for deposits and purchase of treasury shares comprised most of our financing activities, which resulted in net cash provided by of $190,217 and $281,225 for the three months ended March 31, 2022 and 2021, 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 March 31, 2022, Civista had total credit availability with the FHLB of $713,784 with standby letters of credit totaling $21,300 and a remaining borrowing capacity of approximately $617,484. In addition, CBI maintains a credit line totaling $10,000.  No borrowings were outstanding by CBI under this credit line as of March 31, 2022.

 

 

 

Page 42

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, issue policy statements and guidance on sound practices for managing interest-rate risk, which form the basis for ongoing evaluation of the adequacy of interest-rate risk management at supervised institutions. The guidance also outlines fundamental elements of sound management and discusses the importance of these elements in the context of managing interest-rate risk. The 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 43

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, 2021 and March 31, 2022, 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 March 31, 2022 and December 31, 2021.

The Company had derivative financial instruments as of December 31, 2021 and March 31, 2022. 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

 

 

 

March 31, 2022

 

 

December 31, 2021

 

Change in Rates

 

Dollar

Amount

 

 

Dollar

Change

 

 

Percent

Change

 

 

Dollar

Amount

 

 

Dollar

Change

 

 

Percent

Change

 

+200bp

 

 

527,575

 

 

 

38,366

 

 

 

8

%

 

 

531,385

 

 

 

44,276

 

 

 

9

%

+100bp

 

 

515,386

 

 

 

26,177

 

 

 

5

%

 

 

521,707

 

 

 

34,598

 

 

 

7

%

Base

 

 

489,209

 

 

 

—

 

 

 

—

 

 

 

487,109

 

 

 

—

 

 

 

—

 

-100bp

 

 

450,254

 

 

 

(38,955

)

 

 

(8

)%

 

 

495,963

 

 

 

8,854

 

 

 

2

%

-200bp

 

 

494,834

 

 

 

5,625

 

 

 

1

%

 

 

548,326

 

 

 

61,217

 

 

 

13

%

 

The change in net portfolio value from December 31, 2021 to March 31, 2022, can be attributed to a couple of factors.  The yield curve has shifted up and inverted compared to the end of the year, and both the volume and mix of assets and funding sources has changed.  The volume of loans has decreased, and the mix has shifted toward cash.  The decrease in loans is result of PPP loan forgiveness.  Cash increased as a result of the increase in deposits.  The volume and mix of liabilities has shifted toward deposits and away from certificates of deposit and other borrowings. Deposits primarily increased related to the tax refund processing program, which is a seasonal increase.  The mix shifts from the end of the year, particularly to cash and deposits, contributed to a small increase in the base net portfolio value.  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 a 100-basis point downward changes in rates, the market value of liabilities would increase faster than the market value of assets, leading to a decrease in the net portfolio value.  For a 200-basis point downward changes in rates, the change in market value of liabilities is limited due to the low base cost of deposits while the increase in the market value of assets would expand, leading to a small increase in the net portfolio value.  

 

 

Page 44

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 March 31, 2022, 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 45

Civista Bancshares, Inc.

Other Information

Form 10-Q

 

 

Part II—Other Information

Item 1.

 

In 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

There were no material changes during the current period to 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, 2021.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

During the first quarter of 2022, 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

 

January 1, 2022 -

   January 31, 2022

 

 

—

 

 

$

—

 

 

 

—

 

 

$

9,308,655

 

February 1, 2022 -

   February 28, 2022

 

 

60,510

 

 

$

24.09

 

 

 

60,510

 

 

$

7,850,695

 

March 1, 2022 -

   March 31, 2022

 

 

122,847

 

 

$

24.20

 

 

 

122,847

 

 

$

4,877,238

 

Total

 

 

183,357

 

 

$

24.17

 

 

 

183,357

 

 

$

4,877,238

 

 

On August 12, 2021, the Company publicly announced a common share repurchase program, which replaced the Company’s previous repurchase program that was announced on April 20, 2020, and authorizes the Company to repurchase a maximum aggregate value of $13,500,000 of its outstanding common shares. The expiration date of the common share repurchase program is August 10, 2022.  Since inception of the current repurchase plan, a total of 364,732 common shares had been repurchased for an aggregate purchase price of $8,622,762 as of March 31, 2022 under this repurchase program.  

 

Item 3.

Defaults Upon Senior Securities

 

None

 

Item 4.Mine Safety Disclosures

 

Not applicable

 

Item 5.

Other Information

None

 

Page 46

Civista Bancshares, Inc.

Other Information

Form 10-Q

 

 

Item 6.

Exhibits

 

Exhibit

 

Description

 

Location

 

 

 

 

 

  2.1

 

Agreement and Plan of Merger, dated January 10, 2022 by and between Civista Bancshares, Inc. and Comunibanc Corp.

 

Filed as Exhibit 2.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on January 10, 2022 and incorporated herein by reference. (File No. 001-36192)

 

 

 

 

 

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 March 31, 2022, formatted in Inline Extensible Business Reporting Language: (i) Consolidated Balance Sheets (Unaudited) as of March 31, 2022 and December 31, 2021; (ii) Consolidated Statements of Income (Unaudited) for the three-months ended March 31, 2022 and 2021; (iii) Consolidated Statements of Comprehensive Income (Unaudited) for the three-months ended March 31, 2022 and 2021; (iv) Consolidated Statement of Shareholders’ Equity (Unaudited) for the three-months ended March 31, 2022 and 2021; (v)  Condensed Consolidated Statement of Cash Flows (Unaudited) for the three months ended March 31, 2022 and 2021; and (vi) Notes to Interim Consolidated Financial Statements (Unaudited).

 

Included herewith

 

 

 

 

 

104

 

Cover page formatted in Inline Extensible Business Reporting Language.

 

Included herewith

 

 

 

Page 47

 

 

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

 

May 10, 2022

Dennis G. Shaffer

 

Date

Chief Executive Officer and President

 

 

 

 

 

 

/s/ Todd A. Michel

 

May 10, 2022

Todd A. Michel

 

Date

Senior Vice President, Controller

 

 

 

Page 48