8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 7, 2015

Civista Bancshares, Inc.

(Exact name of Registrant as specified in its charter)

Ohio	001-36192	34-1558688
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	( IRS Employer Identification No.)

100 East Water Street, P.O. Box 5016, Sandusky, Ohio 44870

(Address of principle executive offices)

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

First Citizens Banc Corp

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 7.01 Regulation FD Disclosure

From time-to-time between May 7, 2015 and May 29, 2015, the management team of Civista Bancshares, Inc. (“Civista”), including the President and Chief Executive Officer, the Executive Vice President and Senior Vice President, intend to conduct one or more meetings with investors and analysts. These individuals intend to use an investor presentation containing financial data and other information regarding Civista to assist the investors and analysts with their understanding of the business and financial performance of Civista. A copy of the investor presentation is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Current Report on Form 8-K is being furnished under Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits         99.1   Investor presentation

Safe Harbor Statement

This Current Report on Form 8-K and the investor presentation included as Exhibit 99.1 contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by the fact they are not historical facts and may include discussions of the strategic plans and objectives or anticipated future performance and events of Civista.

Civista encourages readers of this Current Report on Form 8-K to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance. Further, the information contained in this Current Report on Form 8-K and the investor presentation included as Exhibit 99.1 hereto should be read in conjunction with Civista’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (“Civista’s 2014 Form 10-K”) filed with the Securities and Exchange Commission (“SEC”) and available on the SEC’s website (www.sec.gov) or at Civista’s website (www.civb.com).

Readers are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed in Civista’ 2014 Form 10-K filed with the SEC under the section, “Risk Factors” in Part I, Item 1A. As such, actual results could differ materially from those contemplated by forward-looking statements made in

this Current Report on Form 8-K and the investor presentation included as Exhibit 99.1 hereto. Management believes the expectations in these forward-looking statements are based upon reasonable assumptions within the bounds of management’s knowledge of Civista’s business and operations. Civista disclaims any responsibility to update these forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K.

SIGNATURE

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.
	(Registrant)
Date: May 7, 2015	/s/ Todd A. Michel
	Todd A. Michel,
	Senior Vice President and Controller

EX-99.1

Investor Presentation

First Quarter 2015

James O. Miller -

Chairman, President & Chief Executive Officer

Dennis G. Shaffer -

Executive Vice President

Richard J. Dutton -

Senior Vice President, Chief Operating Officer

Exhibit 99.1

1

Cautionary Statement Regarding Forward-Looking Information

Comments

made

in

this

presentation

include

“forward-looking

statements”

within

the

meaning of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are subject to numerous assumptions, risks and uncertainties.

Although management believes that the expectations reflected in the forward-looking

statements

are

reasonable,

actual

results

or

future

events

could

differ,

possibly

materially,

from those anticipated in these forward-looking statements.  The forward-looking

statements speak only as of the date of this presentation, and Civista Bancshares, Inc.

assumes no duty to update any forward-looking statements to reflect events or

circumstances after the date of this

presentation,

except

to

the

extent

required

by

law. 

2

Contact Information

Civista Bancshares, Inc.’s common shares are traded on the NASDAQ Capital

Market under the symbol “CIVB.”

The Company’s depository shares, each

representing 1/40

th

ownership interest in a Series B Preferred Share, are traded

on the NASDAQ Capital Market under the symbol “CIVBP.”

Additional information can be found at:

www.civb.com

James O. Miller

Chairman, President & Chief Executive Officer

jomiller@civb.com

Telephone: 888.645.4121

3

Corporate Overview

9

th

Largest Publicly Traded Commercial Bank

in Ohio

Community Banking Focused Operations in

11 Ohio Counties

–

27 Branches & 1 Loan Production Office

Operations in Stable Ohio markets

Acquisitive franchise poised for future

growth

Corporate Overview

Full-service banking origination with

diversified revenue streams

–

Commercial Banking

–

Retail Banking

–

Wealth Management

–

Mortgage Banking

Key Facts

4

Corporate Rebranding

NASDAQ: CIVB

¹

Market data as of May 4, 2015.

As of March 31, 2015, $s millions

Assets

$1,407.2

Gross Loans

$987.0

Deposits

$1,197.3

Market Cap. ¹

$88.0

5

Financial Highlights

Financial Highlights

($s in thousands, except per share data)

March 31, 2015

March 31, 2014

% Change

Balance Sheet

Assets

$1,407,239

$1,250,887

12.50%

Gross Loans

987,024

857,913

15.05

Deposits

1,197,316

1,044,820

14.60

Performance Analysis

Net Income Available to Common

$2,767

2,057

34.52%

ROAA

0.92%

0.81%

13.71

ROAE

10.84

9.34

16.02

ROATCE

16.84

14.62

15.14

Market Data ¹

Market Capitalization

$86,350

$71,144

Price / Tangible Book Value

122.4%

122.6%

Dividend Yield

1.81

2.17

¹

Market data as of March 31, 2015.

6

Investment Highlights

Experienced management team with strong track record

Leading Ohio community bank franchise focused on rural and targeted urban markets

Demonstrated growth and proven acquirer

–

Completed acquisition of TCNB Financial Corp. in 2015 Q1

–

Opened Loan Production Office on east side of Cleveland (Mayfield Heights)

Initiated

unification

of

brand

identity

–

rebranding

Bank

and

Company

Improved credit quality and solid reserve coverage

Demonstrated earnings growth

–

Y-o-Y net income available to common shareholder’s growth of ~35%

–

ROATCE of 16.84% in Q1 2015

Improving operating leverage

–

Rightsizing

branch

network

with

projected

annual

cost

savings

of

$450

thousand

–

Revised retirement plans, net impact of $195 thousand of cost savings in 2014

–

Focused business strategies resulting in earnings growth

7

Experienced Management Team

Chairman, President &

CEO

40 years of banking

experience

Joined in 1987

James O. Miller

SVP & Chief Operating

Officer

11 years of banking

experience

Joined in 2007

Richard J. Dutton

EVP, Chief Lending

Officer & President of

Civista Bank

28 years of banking

experience

Joined in 2009

Dennis G. Shaffer

SVP & General Counsel

11 years of banking

experience

Joined in 2003

James E. McGookey

SVP and Controller

25 years of banking

experience

Joined in 1989

Todd A. Michel

SVP & Chief Risk

Officer

18 years of banking

experience

Joined in 2013

John A. Betts

SVP & Chief Credit

Officer

29 years of banking

experience

Joined in 2011

Paul J. Stark

8

Branch Footprint

Note: Branch information as of March 31,

2015.

Sandusky / Akron /

Cleveland, Ohio

$556 million in loans

$723 million in deposits

11 branch locations

#1 deposit market share in

Sandusky, Ohio with ~

43% market share

North Central Ohio

$96 million in loans

$184 million in deposits

7 branch locations

~40% deposit market

share

$259 million in loans

$202 million in deposits

7 branch locations

23% deposit market share

in the rural markets

West Central Ohio

Greater Dayton, Ohio

$76  million in loans

$88 million in deposits

3 branch locations

~1.47% deposit market

share

9

Attractive Target Markets

Sandusky / Akron / Cleveland

North Central Ohio

West Central Ohio

Greater Dayton Ohio

10

Proven Acquirer & Attractive Organic Growth

Acquired

six

banks

from

1998

–

2015

serving

to

increase

assets

by

approximately

$920

million

Expanded commercial loan growth in Columbus, Akron and Dayton markets

–

Since year-end 2010, loan portfolios in these markets have increased from $147 million to

$329

million

Low cost, locally generated deposit base

Expanded residential mortgage lending with 2013 Q3 hiring of experienced lending team in the

Columbus / Dublin, Ohio market

Positioned to capitalize on loan opportunities in greater Cleveland,  Akron, Columbus, Dayton

and other potential Ohio-based urban markets

Total Assets

$s in millions

Total Gross Loans

$s in millions

Total Deposits

$s in millions

11

TCNB Transaction Highlights

TCNB Financial Corp.

Citizens National Bank of Southwestern Ohio

Closed in March 2015

Single Bank Holding Company &

Bank

Organized in 1999

Total Assets of $105 million

Expands Civista’s Presence into the

Greater Dayton, Ohio Area

–

Dayton

–

Huber Heights

–

Miamisburg

Expected to be Accretive to

Earnings in 2015

Acquisitive Franchise Positioned for Future Growth

12

Successful Rebranding

Brand Differentiation

316 “Citizens”

Banks in the

United States

16 “Citizens”

Banks in Ohio

Alone

Citizens / Champaign Bank

Branding Confusing for Existing

Customers

Avoid Customer Identity

Confusion on the Internet

Why Rebrand?

NASDAQ: CIVB

13

Deposit Mix

Financial information as of March

31, 2015.

Q1 2015 Cost of Interest

Bearing Deposits: 0.29%

Total Deposits: $1,197 million

Non-Interest

Bearing Demand

38%

Interest Bearing

Demand

12%

Savings

30%

Certificates of

Deposit

16%

Brokered Deposits

4%

14

Loan Mix

Financial information as of March

31, 2015.

Q1 2015 Loan Yield: 4.49%

Total Gross Loans:

$987million

CRE Non-Owner

Occupied

25%

CRE Owner

Occupied

17%

Single Family

24%

C&I

11%

Multi-family

7%

Farmland &

Agriculture

6%

C&D & Land

8%

Consumer & Other

2%

15

Improving Asset Quality

Reserves / NPLs

NCOs / Average Loans

3.16%

3.51%

3.32%

2.22%

1.57%

1.36%

2010

2011

2012

2013

2014

2015 Q1

70.82%

58.02%

53.05%

64.17%

77.18%

76.81%

2010

2011

2012

2013

2014

2015 Q1

2.84%

2.70%

2.42%

1.92%

1.56%

1.45%

2010

2011

2012

2013

2014

2015 Q1

1.46%

1.35%

1.01%

0.53%

0.43%

0.40%

2010

2011

2012

2013

2014

2015 Q1

Loan Loss Reserves / Gross Loans

NPAs & 90+PD / Assets

Loan Loss Reserves / Gross Loans

NPAs & 90+PD / Assets

16

Asset Quality Improvement

NPAs & 90+ Days Delinquent as of 3/31/2015

NPAs & 90+ Days Delinquent as of 12/31/2010

Gross Loans: $767 million

Gross Loans: $987 million

Nonaccrual Loans -

Current,  $8.5

Nonaccrual Loans -

Past Due,  $13.7

Restructured

Loans,  $8.6

OREO,  $1.8

90+ Days

Delinquent,  $2.2

Nonaccrual

Loans -

Current, 

$8.3

Nonaccrual

Loans -

Past

Due,  $5.3

Restructured

Loans,  $5.0

OREO,  $0.5

17

Peer Leading Net Interest Margin

Source:

SNL

Financial.

Comparable

peers

represents

banks

located

in

Ohio,

Indiana,

and

Kentucky

with

total

assets

between

$1.0

billion

and

$5.0

billion;

excludes

merger

targets.

3.94%

4.00%

3.98%

3.79%

3.79%

3.65%

3.88%

3.83%

3.71%

3.57%

3.59%

3.53%

2010Y

2011Y

2012Y

2013Y

2014

2015 Q1

CIVB

Peer Median

18

Effectively Managing Duration

3.55

3.38

1.54

1.63

Q1 2015

Q1 2014

Assets

Liabilities

Asset duration of less than two

years

–

Sell fixed rate mortgages

–

Encourage variable rate

commercial lending or swap

into variable, if appropriate

–

Limit fixed rate terms to five

years

Liability duration greater than

three years

–

Focus on low-cost “sticky”

demand deposits

–

Don’t overprice or overextend

time deposits

19

Non-Interest Metrics & Initiatives

Net Operating Expense / Average Assets

Non-Interest Income / Average Assets

0.85%

0.89%

0.98%

1.00%

1.11%

1.29%

2010

2011

2012

2013

2014

2015 Q1

2.20%

2.24%

2.31%

2.63%

2.19%

1.82%

2010

2011

2012

2013

2014

2015 Q1

Growing fee income platform

Wealth management

–

~$464 million in AUM

–

Earned $3.2 million during 2014, a 19%

increase from the prior year

Income tax refund processing program

–

Evaluated / refined over five tax seasons

–

Specialized payment processing earned $1.6

and $1.9 million during Q1 2015 and 2014

Improving efficiency and operating leverage

Investment in people ¹

Revised retirement plan in Q2 2014 reducing net

expenses $195 thousand in 2014

Rightsizing branch network

–

Projected annual cost savings of $450 thousand

¹ From AB Magazine, November  © 2014 SourceMedia, Inc.. All rights reserved.  Used by permission and protected by the Copyright Laws of the United States.  The printing, copying,

redistribution, or retransmission of this Content without expressed written permission is prohibited.   Civista Bank, formerly Citizens and Champaign Banks.

20

Profitability & Returns Analysis

¹

LTM basis.

Diluted Earnings per Share

ROATCE

ROAA

Net Income Available to Common Shareholders

21

Increasing Shareholder Value

Stock Price

Dividend yield of 1.81%

Dividend payout ratio in 2014 was

approximately 15.4%

Price / Tangible Book Value of

125% as compared to peer

average of 142% ¹

Price / LTM EPS of 12.2x as

compared to peer average of

13.4x ¹

61.15% Total Return in 2014

Source: SNL Financial. Market Data as of May 4, 2015.

¹ Comparable peers represents banks located in Ohio, Indiana, and Kentucky with total assets between $1.0 billion and $5.0 billion; excludes merger targets.

22

Commitment to Shareholders

Long-term Shareholder Value

through

Growth and Profitability

23

Strategic Focus & Growth Strategy

Organic growth

–

Capitalize on commercial and consumer lending opportunities

–

Grow core deposit base in rural and targeted urban markets

–

Identify and evaluate loan production opportunities in select metro markets

Acquisition opportunities

–

Rural

–

Urban

Improving asset quality

Efficiency and operating leverage

Capital

24

Why Invest in CIVB?

Strong and Seasoned

Management Team

Leading Ohio

Community Banking

Franchise

Proven and

Disciplined Acquirer

Platform to Support

Future Growth

Attractively Valued

Versus Peers

Appendix

25

Operating Results

($s in thousands, except per share data)

For the Years Ended December 31,

LTM Q1

2009

2010

2011

2012

2013

2014

2015

Net Interest Income

$40,273

$41,461

$41,361

$40,578

$39,974

$41,866

$42,616

Provision for Loan Losses

13,323

17,940

9,800

6,400

1,100

1,500

1,150

Noninterest Income

9,633

9,154

9,971

11,200

12,662

13,874

13,652

Noninterest Expense

35,165

35,774

36,727

38,074

43,384

41,550

41,725

Net Income

1,655

(1,268)

3,958

5,579

6,179

9,528

9,987

Net Income Available to Common Shareholders

$700

($2,444)

$2,782

$4,386

$5,020

$7,655

$8,366

Diluted EPS per Common Share

$0.09

($0.32)

$0.36

$0.57

$0.64

$0.85

$0.92

Return on Average Assets (ROAA)

0.15%

(0.11%)

0.35%

0.49%

0.53%

0.77%

0.80%

Return on Average Equity (ROAE)

1.68

(1.27)

3.96

5.36

5.97

8.34

8.72

27

Thank You