10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2015

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 incorporation or organization	(IRS Employer 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

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

Title of each class	Name of each exchange on which registered
Common shares, no par value	The NASDAQ Stock Market LLC (NASDAQ Capital Market)
Depositary Shares, each representing 1/40th of a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred share, Series B, no par value	The NASDAQ Stock Market LLC (NASDAQ Capital Market)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

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  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

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

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if smaller reporting company)	Smaller reporting company	¨

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

The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant based upon the closing market price as of June 30, 2015 was $79,868,467. For this purpose, shares held by non-affiliates include all outstanding shares except those held by the directors and executive officers of the registrant.

As of February 29, 2016, there were 7,846,308 common shares, no par value, of the registrant issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Annual Report to Shareholders for the fiscal year ended December 31, 2015 (the “2015 Annual Report”) are incorporated by reference into Parts I and II of this Form 10-K. Portions of the registrant’s Proxy Statement for the registrant’s 2016 Annual Meeting of Shareholders to be held on April 19, 2016 (the “2016 Proxy Statement”) are incorporated by reference into Part III of this Form 10-K.

INDEX

Part I
Item 1.	Business	4
Item 1A.	Risk Factors	20
Item 1B.	Unresolved Staff Comments	28
Item 2.	Properties	28
Item 3.	Legal Proceedings	28
Item 4.	Mine Safety Disclosures	29
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	29
Item 6.	Selected Financial Data	29
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 8.	Financial Statements and Supplementary Data	29
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	30
Item 9A.	Controls and Procedures	30
Item 9B.	Other Information	30
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	31
Item 11.	Executive Compensation	31
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
Item 13.	Certain Relationships and Related Transactions, and Director Independence	31
Item 14.	Principal Accountant Fees and Services	31
Part IV
Item 15.	Exhibits and Financial Statement Schedules	32
Signatures		35

PART I

Item 1. Business

(a) General Development of Business

CIVISTA BANCSHARES, INC. (“CBI”) was organized under the laws of the State of Ohio on February 19, 1987 and is a registered financial holding company under the Gramm-Leach-Bliley Act of 1999, as amended. CBI’s office is located at 100 East Water Street, Sandusky, Ohio. CBI and its subsidiaries are sometimes referred to together as the Company. The Company had total consolidated assets of $1,315,041 at December 31, 2015.

CIVISTA BANK (“Civista”), owned by the Company since 1987, opened for business in 1884 as The Citizens National Bank. In 1898, Civista was reorganized under Ohio banking law and was known as The Citizens Bank and Trust Company. In 1908, Civista surrendered its trust charter and began operation The Citizens Banking Company. The name Civista Bank was introduced during the first quarter of 2015 to solidify our dual Citizens/Champaign brand and distinguish ourselves from the many other Citizens’ Banks in existing and prospective markets. Civista maintains its main office at 100 East Water Street, Sandusky, Ohio and operates branch banking offices in the following Ohio communities: Sandusky (2), Norwalk (2), Berlin Heights, Huron, Port Clinton, Castalia, New Washington, Shelby (2), Willard, Greenwich, Plymouth, Shiloh, Akron, Dublin, Plain City, Russells Point, Urbana (2), West Liberty and Quincy. In January 2015, we added a loan production office in Mayfield Heights, Ohio and in March 2015 we acquired the three offices of TCNB Financial Corp. in Dayton, Ohio. Civista accounted for 99.8% of the Company’s consolidated assets at December 31, 2015.

FIRST CITIZENS INSURANCE AGENCY, INC. (“FCIA”) was formed in 2001 to allow the Company to participate in commission revenue generated through its third party insurance agreement. Assets of FCIA were not significant as of December 31, 2015.

WATER STREET PROPERTIES (“WSP”) was formed in 2003 to hold properties repossessed by CBI subsidiaries. Assets of WSP were not significant as of December 31, 2015.

FC REFUND SOLUTIONS, INC. (“FCRS”) was formed in 2012 and remained inactive for the periods presented. Assets of FCRS were not significant as of December 31, 2015.

FIRST CITIZENS INVESTMENTS, INC. (“FCI”) was formed in the fourth quarter of 2007 as a wholly-owned subsidiary of Civista to hold and manage its securities portfolio. The operations of FCI are located in Wilmington, Delaware.

FIRST CITIZENS CAPITAL LLC (“FCC”) was also formed in the fourth quarter of 2007 as a wholly-owned subsidiary of Civista to hold inter-company debt that is eliminated in consolidation. The operations of FCC are located in Wilmington, Delaware.

(b) Industry Segments

CBI is a financial holding company. Through its subsidiary bank, the Company is primarily engaged in the business of community banking, which accounts for substantially all of its revenue, operating income and assets.

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(c) Narrative Description of Business

General

The Company’s primary business is incidental to the subsidiary bank. Civista, located in Erie, Crawford, Champaign, Cuyahoga, Franklin, Logan, Madison, Montgomery, Summit, Huron, Ottawa and Richland Counties, Ohio, conducts a general banking business that involves collecting customer deposits, making loans, purchasing securities, and offering Trust services.

Interest and fees on loans accounted for 69% of total revenue for 2015, 67% of total revenue for 2014, and 68% of total revenue for 2013. The Company’s primary focus of lending continues to be real estate loans, both residential and commercial in nature. Residential real estate mortgages comprised 24% of the total loan portfolio in 2015, 23% of the total loan portfolio in 2014 and 23% of the total loan portfolio in 2013. Commercial real estate loans comprised 52% of the total loan portfolio in 2015, 49% in 2014, and 52% in 2013. Commercial and agriculture loans comprised 12% of the total loan portfolio in 2015, 12% in 2014, and 13% in 2013. Civista’s loan portfolio does not include any foreign-based loans, loans to lesser-developed countries or loans to CBI.

On a parent company only basis, CBI’s primary source of funds is the receipt of dividends paid by its subsidiaries, principally Civista. The ability of Civista to pay dividends is subject to limitations under various laws and regulations and to prudent and sound banking principles. Generally, subject to certain minimum capital requirements, Civista may declare a dividend without the approval of the State of Ohio Division of Financial Institutions unless the total of the dividends in a calendar year exceeds the total net profits of the bank for the year combined with the retained profits of the bank for the two preceding years. At December 31, 2015, Civista had $6,863 net profits available to pay dividends to CBI.

The Company’s business is not seasonal, nor is it dependent on a single or small group of customers.

In the opinion of management, the Company does not have exposure to material costs associated with compliance with environmental laws and regulations or material expenditures related to environmental hazardous waste mitigation or cleanup.

Competition

The market area for Civista is Erie, Crawford, Cuyahoga, Champaign, Franklin, Logan, Summit, Huron, Ottawa, Madison, Montgomery and Richland Counties in Ohio. Traditional financial service competition for Civista consists of large national and regional financial institutions, community banks, thrifts and credit unions operating within Civista’s market area. Nontraditional sources of competition for loan and deposit dollars come from captive auto finance companies, mortgage banking companies, internet banks, brokerage companies, insurance companies and direct mutual funds.

Civista experiences intense competition within several of its markets due to the presence of several national, regional and local financial institutions and other service providers. Civista primarily competes based on client service, convenience and responsiveness to customer needs, availability and selection of products, and rates of interest on loans and deposits. However, some of Civista’ competitors have greater resources and, as such, higher lending limits, which may adversely affect the ability of Civista to compete.

Employees

CBI has no employees. Civista employs approximately 326 full-time equivalent employees to whom a variety of benefits are provided. CBI and its subsidiaries are not parties to any collective bargaining agreements. Management considers its relationship with its employees to be good.

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Supervision and Regulation

The Bank Holding Company Act: As a financial holding company, CBI is subject to regulation under the Bank Holding Company Act of 1956, as amended (the BHCA), and the examination and reporting requirements of the Board of Governors of the Federal Reserve System (Federal Reserve Board). Under the BHCA, CBI is subject to periodic examination by the Federal Reserve Board and is required to file periodic reports regarding its operations and any additional information that the Federal Reserve Board may require. The Federal Reserve Board also has extensive enforcement authority over financial and bank holding companies, including the ability to assess civil money penalties, issue cease and desist and removal orders, and require that a financial or bank holding company divest subsidiaries, including its subsidiary banks.

Under Federal Reserve Board policy, a financial or bank holding company is expected to act as a source of strength to each of its subsidiary banks. In accordance with this policy, the Federal Reserve Board may require a financial or bank holding company to contribute additional capital to an undercapitalized subsidiary bank and may disapprove of the payment of dividends to shareholders if the Federal Reserve Board believes the payment of such dividends would be an unsafe or unsound practice.

The BHCA generally limits the activities of a bank holding company to banking, managing or controlling banks, furnishing services to or performing services for its subsidiaries and engaging in any other activities that the Federal Reserve Board has determined to be so closely related to banking or to managing or controlling banks as to be a proper incident to those activities. In addition, the BHCA requires every bank holding company to obtain the approval of the Federal Reserve Board prior to acquiring all or substantially all of the assets of any bank or another financial or bank holding company, acquiring direct or indirect ownership or control of more than 5% of the voting shares of any bank not already majority-owned by it, or merging or consolidating with another financial or bank holding company.

Gramm-Leach-Bliley Act: The Gramm-Leach-Bliley Act of 1999 (“GLBA”) permits qualifying bank holding companies to become financial holding companies and thereby affiliate with securities firms and insurance companies and engage in other activities that are financial in nature. A bank holding company may become a financial holding company if each of its subsidiary banks is well capitalized under the FDIC’s Deposit Insurance Corporation Act of 1991 prompt corrective action provisions, is well managed, and has at least a satisfactory rating under the Community Reinvestment Act, by filing a declaration that the bank holding company wishes to become a financial holding company. In March, 2000, CBI became a financial holding company. No regulatory approval is required for a financial holding company to acquire a company, other than a bank or a savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board.

The GLBA defines “financial in nature” to include:

• securities underwriting, dealing and market making;

• sponsoring mutual funds and investment companies;

• insurance underwriting and agency;

• merchant banking; and

• activities that the Federal Reserve Board has determined to be closely related to banking.

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Transactions with Affiliates, Directors, Executive Officers and Shareholders: Transactions between Civista and its affiliates, including CBI, are subject to Sections 23A and 23B of the Federal Reserve Act, and Federal Reserve Board Regulation W, which generally limit the extent to which Civista may engage in “covered transactions” with affiliates and require that the terms of such transactions be the same, or at least as favorable, to Civista as the terms provided in a similar transaction between Civista and an unrelated party. The term “covered transaction” includes the making of loans to an affiliate, the purchase of assets from an affiliate, the issuance of a guarantee on behalf of an affiliate, the purchase of securities issued by an affiliate and other similar types of transactions.

A bank’s authority to extend credit to executive officers, directors and greater than 10% shareholders, as well as entities such persons control, is subject to Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O promulgated thereunder by the Federal Reserve Board. Among other things, these loans must be made on terms (including interest rates charged and collateral required) substantially the same as those offered to unaffiliated individuals or be made as part of a benefit or compensation program and on terms widely available to employees, and must not involve a greater than normal risk of repayment. In addition, the amount of loans a bank may make to these affiliated persons is based, in part, on the bank’s capital position, and specified approval procedures must be followed in making loans which exceed specified amounts.

Banking subsidiaries of financial and bank holding companies are also subject to federal regulation regarding such matters as reserves, limitations on the nature and amount of loans and investments, issuance or retirement of its own securities, limitations on the payment of dividends and other aspects of banking operations.

Privacy Provisions of Gramm-Leach-Bliley Act: Under the GLBA, federal banking regulators adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about consumers to non-affiliated third parties. These rules contain extensive provisions on a customer’s right to privacy of non-public personal information. Except in certain cases, an institution may not provide personal information to unaffiliated third parties unless the institution discloses that such information may be disclosed and the customer is given the opportunity to opt out of such disclosure. The privacy provisions of the GLBA affect how consumer information is conveyed to outside vendors. CBI and its subsidiaries are also subject to certain state laws that deal with the use and distribution of non-public personal information.

Federal Deposit Insurance Corporation (“FDIC”): The FDIC is an independent federal agency which insures the deposits of federally-insured banks and savings associations up to certain prescribed limits and safeguards the safety and soundness of financial institutions. The deposits of Civista are subject to the deposit insurance assessments of the FDIC. Under the FDIC’s deposit insurance assessment system, insurance premiums for each insured depository institution are determined based upon the institution’s capital level and supervisory rating provided to the FDIC by the institution’s primary federal regulator and other information that the FDIC determines to be relevant to the risk posed to the Deposit Insurance Fund by the institution. The assessment rate determined by considering such information is then applied to the amount of the institution’s average assets minus average tangible equity to determine the institution’s insurance premium. In addition, the FDIC has proposed changing the deposit insurance premium assessment method for banks with less than $10 billion in assets that have been insured by the FDIC for at least five years. The proposed changes would revise the financial ratios method so that it would be based on a statistical model estimating the probability of failure of a bank over three years; update the financial measures used in the financial ratios method consistent with the statistical model; and eliminate risk categories for established small banks and use the financial ratios method to determine assessments rates for all such banks (subject to minimum or maximum initial assessment rates based upon a bank’s composite examination rating).

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The FDIC is authorized to prohibit any insured institution from engaging in any activity that poses a serious threat to the insurance fund and may initiate enforcement actions against a bank, after first giving the institution’s primary regulatory authority an opportunity to take such action. The FDIC may also terminate the deposit insurance of any institution that has engaged in or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, order or condition imposed by the FDIC.

Consumer Financial Protection Bureau: The Dodd-Frank Act established the Consumer Financial Protection Bureau (the “CFPB”), which regulates consumer financial products and services and certain financial services providers. The CFPB is authorized to prevent unfair, deceptive and abusive acts or practices and seeks to ensure consistent enforcement of laws so that consumers have access to fair, transparent and competitive markets for consumer financial products and services. The CFPB has rulemaking and interpretive authority.

Community Reinvestment Act: The Community Reinvestment Act requires depository institutions to assist in meeting the credit needs of their market areas, including low- and moderate-income areas, consistent with safe and sound banking practice. Under this Act, each institution is required to adopt a statement for each of its market areas describing the depositary institution’s efforts to assist in its community’s credit needs. Depositary institutions are periodically examined for compliance and assigned ratings. Banking regulators consider these ratings when considering approval of a proposed transaction by an institution.

USA Patriot Act of 2001: The Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“the USA Patriot Act”) gives the United States Government greater powers over financial institutions to combat money laundering and terrorist access to the financial system in our country. The USA Patriot Act requires the Company to establish a program for obtaining identifying information from customers seeking to open new accounts and establish enhanced due diligence policies, procedures and controls designed to detect and report suspicious activity.

Sarbanes-Oxley Act of 2002: As mandated by the Sarbanes-Oxley Act of 2002, the SEC has adopted rules and regulations governing, among other matters, corporate governance, auditing and accounting, executive compensation and enhanced and timely disclosure of corporate information. The NASDAQ Stock Market LLC (“Nasdaq”) has also adopted corporate governance rules. The Board of Directors of the Company has taken a series of actions to strengthen and improve the Company’s governance practices in light of the rules of the SEC and Nasdaq. The Board of Directors has adopted charters for the Audit Committee, the Compensation Committee and the Nominating Committee, as well as a Code of Conduct (Ethics) applicable to all directors, officers and employees of the Company. In addition, in accordance with Section 302(a) of the Sarbanes-Oxley Act, written certifications by CBI’s Chief Executive Officer and Chief Financial Officer are required. These certifications attest that CBI’s quarterly and annual reports filed with the SEC do not contain any untrue statement of a material fact. See Item 9A “Controls and Procedures” in Part II of this Form 10-K for CBI’s evaluation of its disclosure controls and procedures.

Regulation of Bank Subsidiary: As an Ohio chartered bank, Civista is subject to supervision and regulation by the State of Ohio Department of Commerce, Division of Financial Institutions (ODFI). In addition, Civista is a member of the Federal Reserve System and, therefore, is subject to supervision and regulation by the Federal Reserve Board. Civista is subject to periodic examinations by the ODFI, and Civista is additionally subject to periodic examinations by the Federal Reserve Board. These examinations are designed primarily for the protection of the depositors of the bank and not shareholders.

Regulatory Capital Requirements: The Federal Reserve Board has adopted risk-based guidelines for financial holding companies and other bank holding companies as well as state member banks, and the FDIC has adopted risk-based capital guidelines for state non-member banks. The guidelines provide a systematic analytical framework which makes regulatory capital requirements sensitive to differences in

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risk profiles among banking organizations, takes off-balance sheet exposures expressly into account in evaluating capital adequacy, and minimizes disincentives to holding liquid, low-risk assets. Capital levels as measured by these standards are also used to categorize financial institutions for purposes of certain prompt corrective action regulatory provisions.

Prior to January 1, 2015, the guidelines included a minimum for the ratio of total capital to risk-weighted assets of 8%, with at least half of the ratio composed of common shareholders’ equity, minority interests in certain equity accounts of consolidated subsidiaries and a limited amount of qualifying preferred stock and qualified trust preferred securities, less goodwill and certain other intangible assets (known as “Tier 1” risk-based capital). The guidelines also provided for a minimum ratio of Tier 1 capital to average assets, or “leverage ratio,” of 3% for financial holding companies and bank holding companies that met certain criteria, including having the highest regulatory rating, and 4% for all other financial holding companies and bank holding companies.

The risk-based capital guidelines adopted by the federal banking agencies are based on the “International Convergence of Capital Measurement and Capital Standard” (Basel I), published by the Basel Committee on Banking Supervision (the “Basel Committee”) in 1988. In 2004, the Basel Committee published a new capital adequacy framework (Basel II) for large, internationally active banking organizations, and in December 2010 and January 2011, the Basel Committee issued an update to Basel II (“Basel III”). The Basel Committee frameworks did not become applicable to banks supervised in the United States until adopted into United States law or regulations. Although the United States banking regulators imposed some of the Basel II and Basel III rules on banks with $250 billion or more in assets or $10 billion of on-balance sheet foreign exposure, it was not until July 2013 that the United States banking regulators issued final (or, in the case of the FDIC, interim final) new capital rules applicable to smaller banking organizations which also implement certain of the provisions of the Dodd-Frank Act (the “Basel III Capital Rules”). Community banking organizations, including CBI and Civista, began transitioning to the new rules on January 1, 2015. The new minimum capital requirements became effective on January 1, 2015, whereas a new capital conservation buffer and deductions from common equity capital phase in from January 1, 2016 through January 1, 2019, and most deductions from common equity tier 1 capital will phase in from January 1, 2015 through January 1, 2019.

The new rules include (a) a new common equity tier 1 capital ratio of at least 4.5%, (b) a Tier 1 capital ratio of at least 6.0%, rather than the former 4.0%, (c) a minimum total capital ratio that remains at 8.0%, and (d) a minimum leverage ratio of 4.0%.

Common equity for the common equity tier 1 capital ratio includes common stock (plus related surplus) and retained earnings, plus limited amounts of minority interests in the form of common stock, less the majority of certain regulatory deductions.

Tier 1 capital includes common equity as defined for the common equity tier 1 capital ratio, plus certain non-cumulative preferred stock and related surplus, cumulative preferred stock and related surplus and trust preferred securities that have been grandfathered (but which are not permitted going forward), and limited amounts of minority interests in the form of additional Tier 1 capital instruments, less certain deductions.

Tier 2 capital, which can be included in the total capital ratio, includes certain capital instruments (such as subordinated debt) and limited amounts of the allowance for loan and lease losses, subject to new eligibility criteria, less applicable deductions.

The deductions from common equity tier 1 capital include goodwill and other intangibles, certain deferred tax assets, mortgage-servicing assets above certain levels, gains on sale in connection with a securitization, investments in a banking organization’s own capital instruments and investments in the capital of unconsolidated financial institutions (above certain levels). The deductions phase in from 2015 through 2019.

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Under the guidelines, capital is compared to the relative risk related to the balance sheet. To derive the risk included in the balance sheet, one of several risk weights is applied to different balance sheet and off-balance sheet assets, primarily based on the relative credit risk of the counterparty. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Some of the risk weightings have been changed effective January 1, 2015.

The new rules also place restrictions on the payment of capital distributions, including dividends, and certain discretionary bonus payments to executive officers if the company does not hold a capital conservation buffer of greater than 2.5 percent composed of common equity tier 1 capital above its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5 percent at the beginning of the quarter. The capital conservation buffer phases in starting on January 1, 2016, at 0.625%. The implementation of Basel III is not expected to have a material impact on CBI’s or Civista’ capital ratios.

At December 31, 2015, both CBI and Civista were in compliance with all of the regulatory capital requirements to which they are subject. For CBI’s capital ratios, see Note 19 to the Company’s 2015 Consolidated Financial Statements.

The Federal Reserve Board has adopted regulations governing prompt corrective action to resolve the problems of capital deficient and otherwise troubled state-chartered member banks. At each successively lower defined capital category, a bank is subject to more restrictive and numerous mandatory or discretionary regulatory actions or limits, and the Federal Reserve Board has less flexibility in determining how to resolve the problems of the institution. In addition, the Federal Reserve Board generally can downgrade a bank’s capital category, notwithstanding its capital level, if, after notice and opportunity for hearings, the bank is deemed to be engaged in an unsafe or unsound practice, because it has not corrected deficiencies that resulted in it receiving a less than satisfactory examination rating on matters other than capital or it is deemed to be in an unsafe or unsound condition. Civista’ capital at December 31, 2015, met the standards for the highest capital category, a “well-capitalized” bank.

Federal Reserve Board regulations also limit the payment of dividends by Civista to CBI. Civista may not pay a dividend if it would cause Civista not to meet its capital requirements. In addition, the dividends that Civista may pay to CBI without prior approval of the Federal Reserve Board is limited to net income for the year plus its retained net income for the preceding two years.

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010: Federal regulators continue to implement many provisions of the Dodd-Frank Act, which was signed into law by President Obama on July 21, 2010. The Dodd-Frank Act created many new restrictions and an expanded framework of regulatory oversight for financial institutions, including depository institutions. Currently, federal regulators are still in the process of drafting the implementing regulations for some portions of the Dodd-Frank Act. CBI is closely monitoring all relevant sections of the Dodd-Frank Act to ensure continued compliance with these regulatory requirements.

The Volcker Rule: In December 2013, five federal agencies adopted a final regulation implementing the Volcker Rule provision of the Dodd-Frank Act (the “Volcker Rule”). The Volcker Rule places limits on the trading activity of insured depository institutions and entities affiliated with a depository institution, subject to certain exceptions. The trading activity includes a purchase or sale as principal of a security, derivative, commodity future or option on any such instrument in order to benefit from short-term price movements or to realize short-term profits. The Volcker Rule exempts specified U.S. Government, agency and/or municipal obligations, and it excepts trading conducted in certain capacities, including as a broker or other agent, through a deferred compensation or pension plan, as a fiduciary on behalf of customers, to satisfy a debt previously contracted, repurchase and securities lending agreements and risk-mitigating hedging activities.

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The Volcker Rule also prohibits a banking entity from having an ownership interest in, or certain relationships with, a hedge fund or private equity fund, with a number of exceptions. The Company does not engage in any of the trading activities or have any ownership interest in or relationship with any of the types of funds regulated by the Volcker Rule.

Many aspects of the Dodd-Frank Act are still subject to rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact on CBI, its subsidiaries, their respective customers or the financial services industry more generally.

Executive and Incentive Compensation

In June 2010, the Federal Reserve Board, the OCC and the FDIC issued joint interagency guidance on incentive compensation policies (“Joint Guidance”) intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. This principles-based guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (a) provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks, (b) be compatible with effective internal controls and risk management and (c) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.

Pursuant to the Joint Guidance, the Federal Reserve Board will review as part of a regular, risk-focused examination process, the incentive compensation arrangements of financial institutions such as CBI. Such reviews will be tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination and deficiencies will be incorporated into the institution’s supervisory ratings, which can affect the institution’s ability to make acquisitions and take other actions. Enforcement actions may be taken against an institution if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the organization’s safety and soundness and prompt and effective measures are not being taken to correct the deficiencies.

On February 7, 2011, federal banking regulatory agencies jointly issued proposed rules on incentive-based compensation arrangements under applicable provisions of the Dodd-Frank Act (“Proposed Rules”). The Proposed Rules generally apply to financial institutions with $1.0 billion or more in assets that maintain incentive-based compensation arrangements for certain covered employees. The Proposed Rules (i) prohibit covered financial institutions from maintaining incentive-based compensation arrangements that encourage covered persons to expose the institution to inappropriate risk by providing the covered person with “excessive” compensation, (ii) prohibit covered financial institutions from establishing or maintaining incentive-based compensation arrangements for covered persons that encourage inappropriate risks that could lead to a material financial loss, (iii) require covered financial institutions to maintain policies and procedures appropriate to their size, complexity and use of incentive-based compensation to help ensure compliance with the Proposed Rules and (iv) require covered financial institutions to provide enhanced disclosure to regulators regarding their incentive-based compensation arrangements for covered persons within 90 days following the end of the fiscal year.

Pursuant to rules adopted by the stock exchanges and approved by the SEC in January 2013 under the Dodd-Frank Act, public companies are required to implement “clawback” procedures for incentive compensation payments and to disclose the details of the procedures which allow recovery of incentive compensation that was paid on the basis of erroneous financial information necessitating a restatement due to material noncompliance with financial reporting requirements. This clawback policy is intended to apply to compensation paid within a three-year look-back window of the restatement and would cover all

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executives who received incentive awards. Public company compensation committee members are also required to meet heightened independence requirements and to consider the independence of compensation consultants, legal counsel and other advisors to the compensation committee. The compensation committees must have the authority to hire advisors and to have the company fund reasonable compensation of such advisors.

Effects of Government Monetary Policy

The earnings of the Company are affected by general and local economic conditions and by the policies of various governmental regulatory authorities. In particular, the Federal Reserve Board regulates money and credit conditions and interest rates to influence general economic conditions, primarily through open market acquisitions or dispositions of United States Government securities, varying the discount rate on member bank borrowings and setting reserve requirements against member and nonmember bank deposits. Federal Reserve Board monetary policies have had a significant effect on the interest income and interest expense of commercial banks, including Civista, and are expected to continue to do so in the future.

Available Information

CBI’s maintains an Internet website at www.civb.com (this uniform resource locator, or URL, is an inactive textual reference only and is not intended to incorporate CBI’s website into this Annual Report on Form 10-K). CBI makes available free of charge on or through its Internet website its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), as well as CBI’s definitive proxy statements filed pursuant to Section 14 of the Exchange Act, as soon as reasonably practicable after CBI electronically files such material with, or furnishes it to, the SEC.

Statistical Information

The following section contains certain financial disclosures related to the Company as required under the Securities and Exchange Commission’s Industry Guide 3, “Statistical Disclosures by Bank Holding Companies”, or a specific reference as to the location of the required disclosures in the Registrant’s 2015 Annual Report to Shareholders, portions of which are incorporated in this Form 10-K by reference.

I. Distribution of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential

Average balance sheet information and the related analysis of net interest income for the years ended December 31, 2015, 2014 and 2013 is included on pages 14 through 16 - “Distribution of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential” and “Changes in Interest Income and Interest Expense Resulting from Changes in Volume and Changes in Rate”, within Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s 2015 Annual Report to Shareholders and is incorporated into this Item I by reference.

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II. Investment Portfolio

The following table sets forth the carrying amount of securities at December 31.

	2015		2014		2013
	(Dollars in thousands)
Available for sale (1)
U.S. Treasury securities and obligations of U.S. Government agencies	$	40,937	$	42,902	$	51,560
Obligations of states and political subdivisions		92,152		88,021		80,625
Mortgage-backed securities in government sponsored entities		62,573		66,442		66,979
Total debt securities		195,662		197,365		199,164
Equity securities in financial institutions		587		540		449
Total	$	196,249	$	197,905	$	199,613

(1) The Corporation had no securities of an “issuer” where the aggregate carrying value of such securities exceeded ten percent of shareholders’ equity.

The following tables set forth the maturities of securities at December 31, 2015 and the weighted average yields of such debt securities. Maturities are reported based on stated maturities and do not reflect principal prepayment assumptions.

						After one					After five but
	Within one year					but within five years					within ten years					After ten years
	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
	(Dollars in thousands)
Available for Sale (2)
U.S. Treasury securities and obligations of U.S. government agencies	$	4,062		0.73	%	$	25,740		1.19	%	$	7,071		1.25	%	$	4,064		1.34	%
Obligations of states and political subdivisions (1)		1,016		1.59			5,702		2.71			26,535		4.50			58,899		3.91
Mortgage-backed securities in government sponsored entities		1,348		0.65			22,734		1.67			10,586		1.96			27,905		2.52
Total	$	6,426		0.85	%	$	54,176		1.55	%	$	44,192		3.37	%	$	90,868		3.37	%

(1) Weighted average yields on nontaxable obligations have been computed based on actual yields stated on the security.

(2) The weighted average yield has been computed using the historical amortized cost for available-for-sale securities.

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III. Loan Portfolio

Types of Loans

The amounts of gross loans outstanding at December 31 are shown in the following table according to types of loans.

	2015		2014		2013		2012		2011
	(Dollars in thousands)
Commercial and Agriculture	$	124,402	$	113,265	$	115,403	$	100,661	$	86,395
Commercial Real Estate:
Owner occupied		167,897		143,014		161,014		156,326		185,140
Non-owner occupied		348,439		308,666		282,832		278,482		186,712
Residential Real Estate		236,338		214,537		201,537		208,491		237,491
Real Estate Construction		58,898		65,452		39,964		19,677		39,790
Farm Real Estate		46,993		53,973		49,154		42,107		37,504
Consumer and other		18,560		15,950		11,337		9,809		12,236
Total	$	1,001,527	$	914,857	$	861,241	$	815,553	$	785,268

Commercial loans are those made for commercial, industrial and professional purposes to individuals, sole proprietorships, partnerships, corporations and other business enterprises. Agriculture loans are for financing agricultural production, including all costs associated with growing crops or raising livestock. Commercial and Agriculture loans may be secured, other than by real estate, or unsecured, requiring one single repayment or on an installment repayment schedule. Commercial and Agriculture loans involve certain risks relating to changes in local and national economic conditions and the resulting effect on the borrowing entities. Secured loans not collateralized by real estate mortgages maintain a loan-to-value ratio ranging from 50% in the case of certain stocks, to 100% in the case of savings or time deposit accounts. Unsecured credits rely on the financial strength and previous credit experience of the borrower and in many cases the financial strength of the principals when such credit is extended to a corporation.

Commercial Real Estate mortgage loans are made predicated on having a security interest in real property and are secured wholly or substantially by that lien on real property. Commercial Real Estate mortgage loans are generally underwritten with a maximum loan-to-value ratio of 80%.

Residential Real Estate mortgage loans and home equity lines of credit are made predicated on security interests in real property and secured wholly or substantially by those liens on real property. Such real estate mortgage loans are primarily loans secured by one-to-four family real estate. Residential Real Estate mortgage loans generally pose less risk to the Company due to the nature of the collateral being less susceptible to sudden changes in value.

Real Estate Construction loans are for the construction of residential homes, new buildings or additions to existing buildings. Generally, these loans are secured by one-to-four family real estate or commercial real estate. The Company controls disbursements in connection with construction loans.

Consumer loans are made to individuals for household, family and other personal expenditures. These expenditures include the purchase of vehicles or furniture, educational expenses, medical expenses, taxes or vacation expenses. Consumer loans may be secured, other than by real estate, or unsecured, generally requiring repayment on an installment repayment schedule. Consumer loans pose a relatively higher credit risk. This higher risk is moderated by the use of certain loan to value limits on secured credits and aggressive collection efforts. The collectability of consumer loans is influenced by local and national economic conditions.

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Letters of credit represent extensions of credit granted in the normal course of business, which are not reflected in the Company’s consolidated financial statements. As of December 31, 2015 and 2014, the Company was contingently liable for $950 and $1,207, respectively, with respect to outstanding letters of credit. In addition, Civista had issued lines of credit to customers. Borrowings under such lines of credit are usually for the working capital needs of the borrower. At December 31, 2015 and 2014, Civista had commitments to extend credit, excluding letters of credit, in the aggregate amounts of approximately $227,272 and $192,249, respectively. Of these amounts, $205,148 and $170,123 represented lines of credit and construction loans, and $22,124 and $22,126 represented overdraft protection commitments at December 31, 2015 and 2014, respectively. Such amounts represent the portion of total commitments that had not been used by customers as of December 31, 2015 and 2014.

Maturities and Sensitivities of Loans to Changes in Interest Rates

The following table shows the amount of commercial and agriculture, commercial real estate, residential real estate, real estate construction, farm real estate and consumer and other loans outstanding as of December 31, 2015, which, based on the contract terms for repayments of principal, are due in the periods indicated. In addition, the amounts due after one year are classified according to their sensitivity to changes in interest rates.

	Maturing
			After one
	Within one year		but within five years		After five years		Total
	(Dollars in thousands)
Commercial and Agriculture	$	45,028	$	52,204	$	27,170	$	124,402
Commercial Real Estate:
Owner Occupied		5,439		15,423		147,035		167,897
Non-Owner Occupied		12,517		72,502		263,420		348,439
Residential Real Estate		2,379		11,062		222,897		236,338
Real Estate Construction		6,941		23,472		28,485		58,898
Farm Real Estate		1,084		3,254		42,655		46,993
Consumer and Other		1,199		11,327		6,034		18,560
Total	$	74,587	$	189,244	$	737,696	$	1,001,527

	Interest Sensitivity
	Fixed rate		Variable rate
	(Dollars in thousands)
Due after one but within five years	$	91,118	$	98,127
Due after five years		143,297		594,398
	$	234,415	$	692,525

The preceding maturity information is based on contract terms at December 31, 2015 and does not include any possible “rollover” at maturity date. In the normal course of business, Civista considers and acts on the borrowers’ requests for renewal of loans at maturity. Evaluation of such requests includes a review of the borrower’s credit history, the collateral securing the loan and the purpose for such request.

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Risk Elements

The following table presents information concerning the amount of loans at December 31 that contain certain risk elements.

	2015		2014		2013		2012		2011
	(Dollars in thousands)
Loans accounted for on a nonaccrual basis (1)	$	9,890	$	13,558	$	20,459	$	29,855	$	25,768
Loans contractually past due 90 days or more as to principal or interest payments (2)		—		18		—		80		1,301
Loans whose terms have been renegotiated to provide a reduction or deferral of interest or principal because of deterioration in the financial position of the borrower (3)		5,085		4,928		5,234		7,250		10,284
Total	$	14,975	$	18,504	$	25,693	$	37,185	$	37,353
Impaired loans included in above totals	$	7,386	$	7,101	$	12,458	$	19,302	$	15,472
Impaired loans not included in above totals		99		4,048		5,599		6,788		11,908
Total impaired loans	$	7,485	$	11,149	$	18,057	$	26,090	$	27,380

(1) A loan is placed on nonaccrual status when doubt exists as to the collectability of the loan, including any accrued interest. With a few immaterial exceptions, commercial and agriculture, commercial real estate, residential real estate and construction loans past due 90 days are placed on nonaccrual unless they are well collateralized and in the process of collection. Generally, consumer loans are charged-off within 30 days after becoming past due 90 days unless they are well collateralized and in the process of collection. Once a loan is placed on nonaccrual, interest is only recognized on a cash basis where future collections of principal is probable.

(2) Excludes loans accounted for on a nonaccrual basis.

(3) Excludes loans accounted for on a nonaccrual basis and loans contractually past due 90 days or more as to principal or interest payments.

There were no loans as of December 31, 2015, other than those disclosed above, where known information about probable credit problems of borrowers caused management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms. There were no other interest-bearing assets that would be required to be disclosed in the table above, if such assets were loans as of December 31, 2015. The gross interest income that would have been recorded on nonaccrual loans and restructured loans in 2015 if the loans had been current in accordance with their original terms and had been outstanding throughout the period or since origination, if held for part of the period, was $1,793. The amount of interest income on such loans actually included in net income in 2015 was $799.

Interest income recognition associated with impaired loans was as follows.

	2015		2014		2013		2012		2011
	(Dollars in thousands)
Interest income on impaired loans, all of which was recognized on a cash basis	$	451	$	570	$	989	$	1,818	$	2,028

At December 31, 2015, Civista had two concentrations, one to Lessors of Non-Residential Buildings and Dwellings totaling $227,947, or 22.8 percent of total loans, as of December 31, 2015 and the other to Lessors of Residential Buildings and Dwellings totaling $126,137, or 12.6 percent of total loans, as of December 30, 2015.

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These segments of the portfolio are stable and have been conservatively underwritten, monitored and managed by experienced commercial bankers. However, the customers’ ability to repay their loans is dependent on the real estate market and general economic conditions in the area. There were no foreign loans outstanding at December 31, 2015.

IV. Summary of Loan Loss Experience

Analysis of the Allowance for Loan Losses

The following table shows the daily average loan balances and changes in the allowance for loan losses for the years indicated.

	2015			2014			2013			2012			2011
	(Dollars in thousands)
Daily average amount of loans net of unearned income	$	981,475		$	874,432		$	819,152		$	780,786		$	763,918
Allowance for loan losses at beginning of year	$	14,268		$	16,528		$	19,742		$	21,257		$	21,768
Loan charge-offs:
Commercial and Agriculture		190			338			483			840			2,447
Commercial Real Estate - Owner Occupied		523			1,661			989			1,643			2,145
Commercial Real Estate - Non-Owner Occupied		81			198			815			1,796			2,417
Real Estate Mortgage		1,135			2,449			2,800			4,506			3,518
Real Estate Construction		—			—			136			446			981
Farm Real Estate		—			—			107			2			229
Consumer and Other		120			135			220			246			193
Total charge-offs		2,049			4,781			5,550			9,479			11,930
Recoveries of loans previously charged-off:
Commercial and Agriculture		182			251			141			353			307
Commercial Real Estate - Owner Occupied		187			360			265			223			371
Commercial Real Estate - Non-Owner Occupied		115			50			184			242			20
Real Estate Mortgage		331			293			391			397			359
Real Estate Construction		5			6			108			131			386
Farm Real Estate		76			—			67			147			70
Consumer and Other		46			61			80			71			106
Total recoveries		942			1,021			1,236			1,564			1,619
Net charge-offs (1)		(1,107	)		(3,760	)		(4,314	)		(7,915	)		(10,311	)
Provision for loan losses (2)		1,200			1,500			1,100			6,400			9,800
Allowance for loan losses at year end	$	14,361		$	14,268		$	16,528		$	19,742		$	21,257
Allowance for loan losses as a percent of loans at year-end		1.43	%		1.56	%		1.92	%		2.42	%		2.71	%
Ratio of net charge-offs during the year to average loans outstanding		0.11	%		0.43	%		0.53	%		1.01	%		1.35	%

(1) The amount of net charge-offs fluctuates from year to year due to factors relating to the condition of the general economy, decline in market values of collateral and deteriorization of specific businesses.

(2) The determination of the balance of the allowance for loan losses is based on a detailed analysis of the loan portfolio and reflects an amount that, in management’s judgment, is adequate to provide for probable incurred loan losses. Such analysis is based on a review of specific loans, the character of the loan portfolio, current economic conditions, risk management practices and such other factors as management believes require current recognition in estimating probable incurred loan losses.

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Allocation of Allowance for Loan Losses

The following table allocates the allowance for loan losses at December 31 to each loan category. The allowance has been allocated according to the amount deemed to be reasonably necessary to provide for the probable losses estimated to be incurred within the following categories of loans at the dates indicated.

	2015					2014
	Allowance		Percentage of loans to total loans			Allowance		Percentage of loans to total loans
	(Dollars in thousands)
Commercial and Agriculture	$	1,478		12.4	%	$	1,819		12.4	%
Commercial Real Estate - Owner Occupied		2,467		16.8			2,221		15.6
Commercial Real Estate - Non-Owner Occupied		4,657		34.8			4,334		33.7
Real Estate Mortgage		4,086		23.6			3,747		23.5
Real Estate Construction		371		5.9			428		7.2
Farm Real Estate		538		4.7			822		5.9
Consumer and Other		382		1.9			200		1.7
Unallocated		382		—			697		—
	$	14,361		100.0	%	$	14,268		100.0	%

	2013					2012
	Allowance		Percentage of loans to total loans			Allowance		Percentage of loans to total loans
	(Dollars in thousands)
Commercial and Agriculture	$	2,838		13.4	%	$	2,811		12.3	%
Commercial Real Estate - Owner Occupied		2,931		18.7			4,565		19.2
Commercial Real Estate - Non-Owner Occupied		3,888		32.8			4,942		34.1
Real Estate Mortgage		5,224		23.4			5,780		25.6
Real Estate Construction		184		4.6			349		2.4
Farm Real Estate		740		5.7			632		5.2
Consumer and Other		217		1.3			246		1.2
Unallocated		506		—			417		—
	$	16,528		100.0	%	$	19,742		100.0	%

	2011
	Allowance		Percentage of loans to total loans
	(Dollars in thousands)
Commercial and Agriculture	$	2,876		11.0	%
Commercial Real Estate - Owner Occupied		5,774		23.6
Commercial Real Estate - Non-Owner Occupied		4,166		23.8
Real Estate Mortgage		5,796		30.2
Real Estate Construction		974		5.1
Farm Real Estate		631		4.8
Consumer and Other		719		1.6
Unallocated		321		—
	$	21,257		100.0	%

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Civista measures the adequacy of the allowance for loan losses by using both specific and general components. The specific component relates to the evaluation of each loan identified as impaired. The general component consists of a pooling of commercial credits risk graded as special mention and substandard, based on portfolio experience, and general reserves, which are based on an eight quarter loss migration analysis, adjusted for current economic factors. Factors in the determination of the economic reserve include items such as changes in the economic and business conditions of its market, changes in lending policies and procedures, changes in loan concentrations, as well as a few others. The allowance for loan losses to total loans decreased from 1.56% in 2014 to 1.43% in 2015. The unallocated reserve of Civista decreased to $382 in 2015 from $697 in 2014. Management considers both the decrease in unallocated and the end-of-period number to be insignificant and within the loan policy guidelines.

Deposits

The average daily amount of deposits (all in domestic offices) and average rates paid on such deposits is summarized for the years indicated.

	2015					2014					2013
	Average balance		Average rate paid			Average balance		Average rate paid			Average balance		Average rate paid
	(Dollars in thousands)
Noninterest-bearing demand deposits	$	340,360		N/A		$	297,003		N/A		$	233,592		N/A
Interest-bearing demand deposits		192,842		0.05	%		184,961		0.05	%		183,861		0.07	%
Savings, including Money Market deposit accounts		351,144		0.09	%		316,447		0.09	%		301,193		0.09	%
Certificates of deposit, including IRA’s		223,099		0.75	%		227,682		0.84	%		246,724		0.97	%
	$	1,107,445				$	1,026,093				$	965,370

Maturities of certificates of deposits and individual retirement accounts of $100,000 or more outstanding at December 31, 2015 are summarized as follows.

	Certificates of Deposits		Individual Retirement Accounts		Total
	(Dollars in thousands)
3 months or less	$	11,116	$	748	$	11,864
Over 3 through 6 months		12,841		1,030		13,871
Over 6 through 12 months		15,628		1,404		17,032
Over 12 months		13,914		2,209		16,123
	$	53,499	$	5,391	$	58,890

Return on Equity and Assets

Information required by this section is incorporated herein by reference from the information appearing under the caption “Five-Year Selected Consolidated Financial Data” located on pages 1 and 2 of the 2015 Annual Report. The common share dividend payout ratio was 12.3% in 2015, 15.4% in 2014, 18.7% in 2013, 16.6% in 2012 and 5.8% in 2011.

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Short-term Borrowings

See Note 10 to the consolidated financial statements (located on page 72 of the 2015 Annual Report) and “Distribution of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential” (located on pages 14 through 16 of the 2015 Annual Report) for the statistical disclosures for short-term borrowings for 2015 and 2014.

Item 1A. Risk Factors

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to such matters as 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 results discussed in the forward-looking statements include, but are not limited to, changes in financial markets or national or local economic conditions; sustained weakness or deterioration in the real estate market; volatility and direction of market interest rates; credit risks of lending activities; changes in the allowance for loan losses; legislation or regulatory changes or actions; increases in FDIC insurance premiums and assessments; changes in tax laws; failure of or breach in our information and data processing systems; unforeseen litigation; increased competition in our market area; failures to manage growth and/or effectively integrate acquisitions; and other risks identified from time-to-time in the Company’s other public documents on file with the Securities and Exchange Commission, including those risks set forth under Item 1A of Part 1 of this Annual Report on Form 10-K.

The forward-looking statements included in this report are only made as of the date of this report, and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances, except as required by law.

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements, and the purpose of this section is to secure the use of the safe harbor provisions.

CHANGES IN ECONOMIC AND POLITICAL CONDITIONS COULD ADVERSELY AFFECT OUR EARNINGS THROUGH DECLINES IN DEPOSITS, LOAN DEMAND, THE ABILITY OF OUR CUSTOMERS TO REPAY LOANS AND THE VALUE OF THE COLLATERAL SECURING OUR LOANS.

Our success depends to a significant extent upon local and national economic and political conditions, as well as governmental fiscal and monetary policies. Conditions such as inflation, recession, unemployment, changes in interest rates, money supply and other factors beyond our control can adversely affect our asset quality, deposit levels and loan demand and, therefore, our earnings and our capital. Economic turmoil in Europe and Asia and changes in oil production in the Middle East affect the economy and stock prices in the United States, which can affect our earnings and capital and the ability of our customers to repay loans. Because we have a significant amount of real estate loans, additional decreases in real estate values could adversely affect the value of property used as collateral and our ability to sell the collateral upon foreclosure. Adverse changes in the economy may also have a negative effect on the ability of our borrowers to make timely repayments of

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their loans, which would have an adverse impact on our earnings and cash flows. As a result, our success depends on the general economic conditions of these areas, particularly given that a significant portion of our lending relates to real estate located in these regions.

A SUBSTANTIAL AMOUNT OF OUR LOAN PORTFOLIO CONSISTS OF RESIDENTIAL AND COMMERCIAL REAL ESTATE LOANS. ADVERSE CHANGES IN THE REAL ESTATE MARKET COULD CAUSE INCREASES IN DELINQUENCIES AND NON-PERFORMING ASSETS, INCLUDING ADDITIONAL LOAN CHARGE-OFFS, AND COULD DEPRESS OUR INCOME, EARNINGS AND CAPITAL.

At December 31, 2015, approximately 23.6% and 51.6%, respectively, of our loan portfolio was comprised of residential and commercial real estate loans. Adverse changes in economic conditions both nationally and in the communities we serve have and may to cause deterioration to the value of real estate Civista uses to secure its loans. Adverse changes in the economy, deterioration of our real estate portfolio, a decrease in real estate values, an increase in unemployment, decreased or nonexistent housing price appreciation or increases in interest rates could reduce our earnings and consequently our financial condition because borrowers may not be able to repay their loans. The value of the collateral securing our loans and the quality of our loan portfolio may decline and customers may not want or need our products and services.

Any of these scenarios could cause us to make fewer loans, increase delinquencies and non-performing assets, require us to charge off a higher percentage of our loans or result in additional increases to our provision for loan losses in future periods, which could adversely affect our business, financial condition and results of operations.

WE MAY BE UNABLE TO MANAGE INTEREST RATE RISKS, WHICH COULD REDUCE OUR NET INTEREST INCOME.

Our results of operations are affected principally by net interest income, which is the difference between interest earned on loans and investments and interest expense paid on deposits and other borrowings. The spread between the yield on our interest-earning assets and our overall cost of funds has been compressed in the recent low interest rate environment, and our net interest income may continue to be adversely impacted by an extended period of continued low rates. We cannot predict or control changes in interest rates. National, regional and local economic conditions and the policies of regulatory authorities, including monetary policies of the Board of Governors of the Federal Reserve System, affect the movement of interest rates and our interest income and interest expense. If the interest rates paid on deposits and other borrowed funds increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowed funds.

In addition, certain assets and liabilities may react in different degrees to changes in market interest rates. For example, interest rates on some types of assets and liabilities may fluctuate prior to changes in broader market interest rates, while interest rates on other types may lag behind. Some of our assets, such as adjustable rate mortgages, have features that restrict changes in their interest rates, including rate caps.

Interest rates are highly sensitive to many factors that are beyond our control. Some of these factors include:

• inflation;

• recession;

• unemployment;

• money supply;

• international disorders; and

• instability in domestic and foreign financial markets.

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Changes in interest rates may affect the level of voluntary prepayments on our loans and may also affect the level of financing or refinancing by customers. We believe that the impact on our cost of funds from a rise in interest rates will depend on a number of factors, including but not limited to, the competitive environment in the banking sector for deposit pricing, opportunities for clients to invest in other markets such as fixed income and equity markets, and the propensity of customers to invest in their businesses. The effect on our net interest income from an increase in interest rates will ultimately depend on the extent to which the aggregate impact of loan re-pricings exceeds the impact of increases in our cost of funds.

THE MARKET PRICE OF OUR COMMON SHARES MAY BE SUBJECT TO FLUCTUATIONS AND VOLATILITY.

The market price of our common shares may fluctuate significantly due to, among other things, changes in market sentiment regarding our operations or business prospects, the banking industry generally or the macroeconomic outlook. Factors that could impact our trading price include:

• our operating and financial results, including how those results vary from the expectations of management, securities analysts and investors;

• developments in our business or operations or in the financial sector generally;

• future offerings by us of debt or preferred shares, which would be senior to our common shares upon liquidation and for purposes of dividend distributions;

• legislative or regulatory changes affecting our industry generally or our business and operations specifically;

• the operating and stock price performance of companies that investors consider to be comparable to us;

• announcements of strategic developments, acquisitions and other material events by us or our competitors;

• actions by our current shareholders, including future sales of common shares by existing shareholders, including our directors and executive officers; and

• other changes in U.S. or global financial markets, global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility.

Equity markets in general and our common shares in particular have experienced considerable volatility over the past few years. The market price of our common shares may continue to be subject to volatility unrelated to our operating performance or business prospects. Increased volatility could result in a decline in the market price of our common shares.

THE SALE OF SUBSTANTIAL AMOUNTS OF OUR COMMON SHARES OR SECURITIES CONVERTIBLE INTO OUR COMMON SHARES IN THE PUBLIC MARKET COULD DEPRESS THE PRICE OF OUR COMMON SHARES.

In recent years, the stock market has experienced a high level of price and volume volatility, and market prices for the stock of many companies have experienced wide fluctuations that have not necessarily been related to their operating performance. Therefore, our shareholders may not be able to sell their shares at the volumes, prices, or times that they desire. We cannot predict the effect, if any, that future sales of our common shares or securities convertible into our common shares in the market, or availability of shares of our common shares or securities convertible into our common shares for sale in the market, will have on the market price of our common shares. We can give no assurance that sales of substantial amounts of our common shares or securities convertible into our common shares in the market, or the potential for large amounts of sales in the market, would not cause the price of our securities to decline or impair our ability to raise capital through sales of our common shares.

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OUR INFORMATION SYSTEMS MAY EXPERIENCE AN INTERRUPTION OR SECURITY BREACH.

We rely heavily on communications and information systems to conduct our business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan and other systems. While we have policies and procedures designed to prevent or limit the effect of the possible failure, interruption or security breach of our information systems, there can be no assurance that any such failure, interruption or security breach will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failure, interruption or security breach of our information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability.

WE MAY ELECT OR NEED TO RAISE ADDITIONAL CAPITAL IN THE FUTURE, BUT CAPITAL MAY NOT BE AVAILABLE WHEN IT IS NEEDED.

We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. In addition, federal banking agencies have recently finalized extensive changes to their capital requirements, including the adoption of the final “Basel III” rules as discussed above, which will result in higher capital requirements and more restrictive leverage and liquidity ratios than those currently in place. The final impact on us is unknown at this time, but may require us to raise additional capital in the future. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many of which are outside our control, and are based on our financial performance. Accordingly, we cannot be assured of our ability to raise additional capital if needed or on terms acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our financial condition, results of operations and prospects.

STRONG COMPETITION WITHIN OUR MARKET AREA MAY REDUCE OUR ABILITY TO ATTRACT AND RETAIN DEPOSITS AND ORIGINATE LOANS.

We face competition both in originating loans and in attracting deposits within our market area, which includes North Central, West Central and South Western Ohio. We compete for clients by offering personal service and competitive rates on our loans and deposit products. The type of institutions we compete with include large regional financial institutions, community banks, thrifts and credit unions operating within our market areas. Nontraditional sources of competition for loan and deposit dollars come from captive auto finance companies, mortgage banking companies, internet banks, brokerage companies, insurance companies and direct mutual funds. As a result of their size and ability to achieve economies of scale, certain of our competitors offer a broader range of products and services than we offer. We expect competition to remain intense in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. In addition, to stay competitive in our markets we may need to adjust the interest rates on our products to match the rates offered by our competitors, which could adversely affect our net interest margin. As a result, our profitability depends upon our continued ability to successfully compete in our market areas while achieving our investment objectives.

LEGISLATIVE OR REGULATORY CHANGES OR ACTIONS COULD ADVERSELY IMPACT OUR BUSINESS.

The financial services industry is extensively regulated. We are subject to extensive state and federal regulation, supervision and legislation that govern almost all aspects of our operations. These laws and regulations are primarily intended for the protection of consumers, depositors, borrowers and the deposit insurance fund, not to benefit our shareholders. Changes to laws and regulations or other actions by regulatory agencies may negatively impact us, possibly limiting the services we provide, increasing the ability of non-banks to compete with us or requiring us to change the way we operate. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the ability to

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impose restrictions on the operation of an institution and the ability to determine the adequacy of an institution’s allowance for loan losses. Failure to comply with applicable laws, regulations and policies could result in sanctions being imposed by the regulatory agencies, including the imposition of civil money penalties, which could have a material adverse effect on our operations and financial condition.

In light of current conditions in the global financial markets and the global economy, regulators have increased their focus on the regulation of the financial services industry. In the last several years, Congress and the federal bank regulators have acted on an unprecedented scale in responding to the stresses experienced in the global financial markets. Some of the laws enacted by Congress and regulations promulgated by federal bank regulators subject us and other financial institutions to additional restrictions, oversight and costs that may have an adverse impact on our business and results of operations. In addition to laws, regulations and supervisory and enforcement actions directed at the operations of banks, proposals to reform the housing finance market contemplate winding down Fannie Mae and Freddie Mac, which could negatively affect our sales of loans.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law on July 21, 2010 and, although it became generally effective in July 2010, many of its provisions have extended implementation periods and delayed effective dates and have and will continue to require extensive rulemaking by regulatory authorities. In addition, we may be subjected to higher deposit insurance premiums to the FDIC. We may also be subject to additional regulations under the newly established Consumer Financial Protection Bureau, which was given broad authority to implement new consumer protection regulations. These and other provisions of the Dodd-Frank Act, including future rules implementing its provisions and the interpretation of those rules, may place significant additional costs on us, impede our growth opportunities and place us at a competitive disadvantage. In addition, we cannot predict whether there will be additional new laws or regulations that might affect the Company and result in material adverse effects on our financial condition and results of operations.

In July 2013, our primary federal regulator, the Federal Reserve, published final rules establishing a new comprehensive capital framework for U.S. banking organizations. The rules implement the Basel Committee’s December 2010 framework known as “Basel III” for strengthening international capital standards as well as certain provisions of the Dodd-Frank Act. The implementation of the final rules will lead to higher capital requirements and more restrictive leverage and liquidity ratios than those currently in place. In addition, in order to avoid limitations on capital distributions, such as dividend payments and certain bonus payments to executive officers, the rules require insured financial institutions to hold a capital conservation buffer of common equity tier 1 capital above the minimum risk-based capital requirements. The capital conservation buffer will be phased in over time, becoming effective on January 1, 2019, and will consist of an additional amount of common equity equal to 2.5% of risk-weighted assets. The rules will also revise the regulatory agencies’ prompt corrective action framework by incorporating the new regulatory capital minimums and updating the definition of common equity. The rules began to phase in on January 1, 2014 for larger institutions and January 1, 2015 for smaller, less complex banking organizations such as the Company, and will be fully phased in by January 1, 2019. Although the implementation of Basel III, once fully phased in, is not expected to have a material impact on our capital ratios, any future changes to capital requirements could have such an effect.

DEPOSIT INSURANCE PREMIUMS MAY INCREASE AND HAVE A NEGATIVE EFFECT ON THE COMPANY’S RESULTS OF OPERATIONS.

The Deposit Insurance Fund (the “DIF”) maintained by the FDIC to resolve bank failures is funded by fees assessed on insured depository institutions. The costs of resolving bank failures has increased during the last few years and decreased the DIF. The FDIC collected a special assessment in 2009 to replenish the DIF and also required a prepayment of an estimated amount of future deposit insurance premiums. If the costs of future bank failures increase, the deposit insurance premiums required to be paid by Civista may also increase. In addition, the FDIC has proposed changes to its assessment system for banks with less than $10

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billion in assets that have been insured by the FDIC for at least five years. It is unclear how a final new assessment system might impact Civista’s deposit insurance premiums in the future.

OUR ALLOWANCE FOR LOAN LOSSES MAY PROVE TO BE INSUFFICIENT TO ABSORB POTENTIAL LOSSES IN OUR LOAN PORTFOLIO.

We maintain an allowance for loan losses that we believe is a reasonable estimate of known and inherent losses within the loan portfolio. We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of loans. Through a periodic review and consideration of the loan portfolio, management determines the amount of the allowance for loan losses by considering general market conditions, the credit quality of the loan portfolio, the collateral supporting the loans and the performance of customers relative to their financial obligations with us. However, every loan we make carries a risk of non-payment. This risk is affected by, among other things, cash flow of the borrower and/or the project being financed, changes and uncertainties as to the future value of the collateral securing such loan, the credit history of the particular borrower, changes in economic and industry conditions, and the duration of the loan.

The amount of future losses is also susceptible to changes in economic, operating and other conditions, including changes in interest rates, which may be beyond our control, and these losses may exceed current estimates. We cannot fully predict the amount or timing of losses or whether the allowance for loan losses will be adequate in the future. If our assumptions prove to be incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to the allowance, which would adversely affect our earnings. Excessive loan losses and significant additions to our allowance for loan losses could have a material adverse impact on our financial condition and results of operations.

In addition, bank regulators periodically review our allowance for loan losses and may require us to increase our allowance for loan losses or recognize further loan charge-offs. Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities could have a material adverse effect on our financial condition and results of operations.

WE ARE A HOLDING COMPANY AND DEPEND ON OUR SUBSIDIARY BANK FOR DIVIDENDS.

As a financial holding company, we are a legal entity separate and distinct from our subsidiaries and affiliates. Our principal source of funds to support our operations, pay dividends on our common and preferred shares and service our debt is dividends from our subsidiary bank, Civista. In the event that Civista is unable to pay dividends to us, we may not be able to service our debt, pay our other obligations or pay dividends on our common or preferred shares. Accordingly, our inability to receive dividends from Civista could also have a material adverse effect on our business, financial condition and results of operations.

Various federal and state statutory provisions and regulations limit the amount of dividends that Civista may pay to us without regulatory approval. Generally, subject to certain minimum capital requirements, Civista may declare a dividend without the approval of the State of Ohio Division of Financial Institutions so long as the total amount of the dividends in a calendar year does not exceed Civista’s total net income for that year combined with its retained net income for the two preceding years. In addition, the Federal Reserve has issued policy statements that provide that insured banks and bank holding companies should generally only pay dividends out of current operating earnings. Thus, the ability of Civista to pay dividends in the future is currently influenced, and could be further influenced, by bank regulatory policies and capital guidelines and may restrict our ability to declare and pay dividends on our common or preferred shares.

THE TRADING VOLUMES FOR OUR COMMON SHARES MAY NOT PROVIDE ADEQUATE LIQUIDITY FOR INVESTORS.

Our common shares and our depositary shares are both listed on the NASDAQ Capital Market; however, the average daily trading volume in our common shares and our depositary shares is less than that of many larger

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financial services companies. A public trading market having the desired characteristics of depth, liquidity, and orderliness depends on the presence in the marketplace of a sufficient number of willing buyers and sellers of our shares at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Given the current daily average trading volume of our common and of our depositary shares, significant sales of our those in a brief period of time, or the expectation of these sales, could cause a material decline in the price of those shares.

OUR BUSINESS AND FINANCIAL RESULTS ARE SUBJECT TO RISKS ASSOCIATED WITH THE CREDITWORTHINESS OF OUR CUSTOMERS AND COUNTERPARTIES.

Credit risk is inherent in the financial services business and results from, among other things, extending credit to customers, purchasing securities, and entering into financial derivative transactions and certain guarantee contracts. Credit risk is one of our most significant risks, particularly given the high percentage of our assets represented directly or indirectly by loans, and the importance of lending to our overall business. We manage credit risk by assessing and monitoring the creditworthiness of our customers and counterparties and by diversifying our loan portfolio. Many factors impact credit risk.

A borrower’s ability to repay a loan can be adversely affected by individual factors, such as business performance, job losses or health issues. A weak or deteriorating economy and changes in the United States or global markets also could adversely impact the ability of our borrowers to repay outstanding loans. Any decrease in our borrowers’ ability to repay loans would result in higher levels of nonperforming loans, net charge-offs, and provision for loan losses.

Despite maintaining a diversified loan portfolio, in the ordinary course of business, we may have concentrated credit exposure to a particular person or entity, industry, region or counterparty. Events adversely affecting specific customers, industries, regions or markets, a decrease in the credit quality of a customer base or an adverse change in the risk profile of a market, industry, or group of customers could adversely affect us.

Our credit risk may be exacerbated when collateral held by us to secure obligations to us cannot be realized upon or is liquidated at prices that are not sufficient to recover the full amount of the loan or derivative exposure due us.

CHANGES IN TAX LAWS COULD ADVERSELY AFFECT OUR PERFORMANCE

We are subject to extensive federal, state and local taxes, including income, excise, sales/use, payroll, franchise, withholding and ad valorem taxes. Changes to our taxes could have a material adverse effect on our results of operations. In addition, our customers are subject to a wide variety of federal, state and local taxes. Changes in taxes paid by our customers may adversely affect their ability to purchase homes or consumer products, which could adversely affect their demand for our loans and deposit products. In addition, such negative effects on our customers could result in defaults on the loans we have made and decrease the value of mortgage-backed securities in which we have invested.

WE RELY HEAVILY ON OUR MANAGEMENT TEAM, AND THE UNEXPECTED LOSS OF KEY MANAGEMENT MAY ADVERSELY AFFECT OUR OPERATIONS.

Our success to date has been strongly influenced by our ability to attract and to retain senior management experienced in banking in the markets we serve. Our ability to retain executive officers and the current management teams will continue to be important to successful implementation of our strategies. The unexpected loss of services of any key management personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business and financial results.

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WE NEED TO CONSTANTLY UPDATE OUR TECHNOLOGY IN ORDER TO COMPETE AND MEET CUSTOMER DEMANDS.

The financial services market, including banking services, is undergoing rapid changes with frequent introductions of new technology-driven products and services. In addition to better serving customers, the effective use of technology increases efficiency and may enable us to reduce costs. Our future success will depend, in part, on our ability to use technology to provide products and services that provide convenience to customers and to create additional efficiencies in our operations. Some of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers.

WE MAY BE THE SUBJECT OF LITIGATION WHICH COULD RESULT IN LEGAL LIABILITY AND DAMAGE TO OUR BUSINESS AND REPUTATION.

From time to time, we may be subject to claims or legal action from customers, employees or others. Financial institutions like CBI and Civista are facing a growing number of significant class actions, including those based on the manner of calculation of interest on loans and the assessment of overdraft fees. Future litigation could include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. We are also involved from time to time in other reviews, investigations and proceedings (both formal and informal) by governmental and other agencies regarding our business. These matters also could result in adverse judgments, settlements, fines, penalties, injunctions or other relief. Like other large financial institutions, we are also subject to risk from potential employee misconduct, including non-compliance with policies and improper use or disclosure of confidential information. Substantial legal liability or significant regulatory action against us could materially adversely affect our business, financial condition or results of operations and/or cause significant reputational harm to our business.

WE DEPEND UPON THE ACCURACY AND COMPLETENESS OF INFORMATION ABOUT CUSTOMERS AND OTHER PARTIES.

In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on information provided to us by customers and other parties, including financial statements and other financial information. We may also rely on representations of customers and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. For example, in deciding whether to extend credit to a business, we may assume that the customer’s audited financial statements conform with accounting principles generally accepted in the United States and present fairly, in all material respects, the financial condition, results of operations and cash flows of the customer. We may also rely on the audit report covering those financial statements. Our financial condition and results of operations could be negatively impacted to the extent we rely on financial statements that do not comply with generally accepted accounting principles or that are materially misleading, or on other financial information that is inaccurate or incomplete.

WE HAVE IMPLEMENTED ANTI-TAKEOVER DEVICES THAT COULD MAKE IT MORE DIFFICULT FOR ANOTHER COMPANY TO PURCHASE US, EVEN THOUGH SUCH A PURCHASE MAY INCREASE SHAREHOLDER VALUE.

In many cases, shareholders may receive a premium for their shares if we were purchased by another company. State law and our Articles and Amended and Restated Code of Regulations (“Code of Regulations”) make it difficult for anyone to purchase us without the approval of our board of directors. Consequently, a takeover attempt may prove difficult, and shareholders may not realize the highest possible price for their securities.

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INVESTORS COULD BECOME SUBJECT TO REGULATORY RESTRICTIONS UPON OWNERSHIP OF OUR COMMON SHARES.

Under the federal Change in Bank Control Act, a person may be required to obtain prior approval from the Federal Reserve before acquiring the power to directly or indirectly control our management, operations, or policy or before acquiring 10% or more of our common shares.

WE COULD FACE LEGAL AND REGULATORY RISK ARISING OUT OF OUR RESIDENTIAL MORTGAGE BUSINESS.

Numerous federal and state governmental, legislative and regulatory authorities are investigating practices in the business of mortgage and home equity loan lending and servicing and in the mortgage-related insurance and reinsurance industries. We could face the risk of class actions, other litigation and claims from: the owners of or purchasers of such loans originated or serviced by us, homeowners involved in foreclosure proceedings or various mortgage-related insurance programs, downstream purchasers of homes sold after foreclosure, title insurers, and other potential claimants. Included among these claims are claims from purchasers of mortgage and home equity loans seeking the repurchase of loans where the loans allegedly breached origination covenants and representations and warranties made to the purchasers in the purchase and sale agreements. The CFPB has issued new rules for mortgage origination and mortgage servicing. Both the origination and servicing rules create new private rights of action for consumers against lenders and servicers in the event of certain violations.

WE MAY BE REQUIRED TO REPURCHASE LOANS WE HAVE SOLD OR INDEMNIFY LOAN PURCHASERS UNDER THE TERMS OF THE SALE AGREEMENTS, WHCICH COULD ADVERSELY AFFECT OUR LIQUIDITY, RESULTS OF OPERATIONS AND FINANCIAL STATEMENTS.

When Civista sells a mortgage loan, it agrees to repurchase or substitute a mortgage loan if it is later found to have breached any representation or warranty Civista made about the loan or if the borrower is later found to have committed fraud in connection with the origination of the loan. While we have underwriting policies and procedures designed to avoid breaches of representations and warranties as well as borrower fraud, there can be no assurance that no breach or fraud will ever occur. Required repurchases, substitutions or indemnifications could have an adverse effect on our liquidity, results of operations and financial statements.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

CBI neither owns nor leases any properties. Civista owns its main office at 100 East Water Street, Sandusky, Ohio, which is also the office of CBI. Civista also owns branch banking offices in the following Ohio communities: Sandusky (2), Norwalk, Berlin Heights, Castalia, Port Clinton, New Washington, Shelby (2), Greenwich, Plymouth, Shiloh, Dublin, Plain City, Russells Point, Urbana (2), Dayton (2)  and Quincy. Civista leases branch banking offices in the Ohio communities of Akron, Huron, Norwalk, West Liberty, Dayton and Willard.

Item 3. Legal Proceedings

The Company’s bank subsidiary, Civista Bank (“Civista”) has been named as the defendant in a legal action filed by United Bank, Division of the Park National Bank (“United”) on June 1, 2015 in Montgomery County, Ohio Common Pleas Court. The Company has requested, and the request has been granted, to move the case to Richland County, Ohio Common Pleas Court, where it is currently pending. The action suggests that Civista received payments on loans that came from the proceeds from the sale of collateral in which United held a security interest. United’s allegations include a claim that the payments to Civista constituted

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fraudulent transfers. While the amounts claimed by United are overlapping and unclear, it appears to be asking for $424,113.83, punitive damages and attorneys’ fees. Civista believes it has a number of defenses to United’s claims, including the fact that the most significant claims appear to have been previously rejected by Ohio courts.

There were no other new material legal proceedings or material changes to existing legal proceedings during the current period.

Item 4. Mine Safety Disclosures

Not Applicable

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Information regarding the market in which CBI’s common shares are traded, the prices at which such shares have traded and dividend information is incorporated herein by reference from the information appearing under the caption “Common Stock and Shareholder Matters” located on page 3 of the 2015 Annual Report.

As of February 19, 2016, there were approximately 1,224 shareholders of record (not including the number of persons or entities holding stock in nominee or street name through various brokerage firms) of the Company’s common shares.

Information regarding the restrictions on the Company’s payment of dividends is included under Item 1 of this Annual Report on Form 10-K and is incorporated herein by reference.

The Company did not repurchase any of its common shares during 2015.

Item 6. Selected Financial Data

Information required by this item is incorporated herein by reference from the information appearing under the caption “Five-Year Selected Consolidated Financial Data” located on pages 1 and 2 of the 2015 Annual Report.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Information required by this item is incorporated herein by reference from the information appearing under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located on pages 4 through 20 of the 2015 Annual Report.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Information required by this item is incorporated herein by reference from the disclosures included under the caption “Quantitative and Qualitative Disclosures About Market Risk” on pages 21 through 22 of the 2015 Annual Report.

Item 8. Financial Statements and Supplementary Financial Data

Civista Bancshares, Inc.’s Report of Independent Auditors and Consolidated Financial Statements and accompanying notes are listed below and are incorporated herein by reference from pages 33 through 95 of the 2015 Annual Report (included as Exhibit 13.1 hereto). The supplementary financial information specified by

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Item 302 of Regulation S-K, is included in Note 23 - “Quarterly Financial Data (Unaudited)” to the consolidated financial statements found on page 94 of the 2015 Annual Report.

Report of Independent Registered Public Accounting Firm on Financial Statements

Consolidated Balance Sheets

December 31, 2015 and 2014

Consolidated Statements of Operations

For the years ended December 31, 2015, 2014 and 2013

Consolidated Comprehensive Income Statements

For the years ended December 31, 2015, 2014 and 2013

Consolidated Statements of Changes in Shareholders’ Equity

For the years ended December 31, 2015, 2014 and 2013

Consolidated Statements of Cash Flows

For the years ended December 31, 2015, 2014 and 2013

Notes to Consolidated Financial Statements

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

The Company has had no disagreements with its independent accountants on matters of accounting principles or financial statement disclosure required to be reported under this Item.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Principal Accounting Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15 under the Exchange Act, as of the end of the fiscal year covered by this Annual Report on Form 10-K. Based upon that evaluation, our Chief Executive Officer and Principal Accounting Officer concluded that our disclosure controls and procedures as of December 31, 2015, were effective.

Report on Internal Control over Financial Reporting

The “Management’s Report on Internal Control over Financial Reporting” and the “Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting” located on pages 24 through 26 of the 2015 Annual Report are incorporated herein by reference.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

There was no information the Company was required to disclose in a current report on Form 8-K during the fourth quarter of 2015 that was not reported.

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PART III

Item 10. Directors, Executive Officers, and Corporate Governance

The information contained under the captions “Proposal 1 - Election of Directors”, “Executive Officers of the Corporation”, “Beneficial Ownership of Common Shares of the Corporation - Section 16(a) Beneficial Ownership Reporting Compliance”, “Board of Director Meetings and Committees – Audit Committee”, “Corporate Governance - Code of Ethics” and “Corporate Governance – Nominating Procedure” in the 2016 Proxy Statement is incorporated herein by reference in response to this item.

Item 11. Executive Compensation.

The information contained under the captions “Executive Compensation” and “2015 Compensation of Directors” in the 2016 Proxy Statement is incorporated herein by reference in response to this Item.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information contained under the caption “Beneficial Ownership of Common Shares of the Company” in the 2016 Proxy Statement is incorporated herein by reference in response to this Item.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information contained under the caption “Corporate Governance - Transactions with Directors, Officers and Associates” in the 2016 Proxy Statement is incorporated herein by reference in response to this item.

Item 14. Principal Accountant Fees and Services.

The information contained under the caption “Audit Committee Matters” of the 2016 Proxy Statement is incorporated herein by reference in response to this item.

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PART IV

Item 15. Exhibit and Financial Statement Schedules

(a) Documents filed as a Part of the Report

1 Financial Statements. Civista Bancshares, Inc.’s Report of Independent Auditors and Consolidated Financial Statements and accompanying notes are listed below and are incorporated herein by reference from pages 33 through 95 of the 2015 Annual Report (included as Exhibit 13.1 hereto).

Report of Independent Registered Public Accounting Firm on Financial Statements

Consolidated Balance Sheets

December 31, 2015 and 2014

Consolidated Statements of Operations

For the years ended December 31, 2015, 2014 and 2013

Consolidated Comprehensive Income Statements

For the years ended December 31, 2015, 2014 and 2013

Consolidated Statements of Changes in Shareholders’ Equity

For the years ended December 31, 2015, 2014 and 2013

Consolidated Statements of Cash Flows

For the years ended December 31, 2015, 2014 and 2013

Notes to Consolidated Financial Statements

2 Financial Statement Schedules. All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

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3 Exhibits

Exhibit	Description	Location
3.1	Amended Articles of Incorporation, as amended, of Civista Bancshares, Inc., as filed with the Ohio Secretary of State on December 4, 2015	Included herewith.
3.1(e)	Certificate of Amendment to Articles, filed with the Ohio Secretary of State on May 1, 2015, evidencing adoption of an amendment by the Board of Directors of the Company to Article FIRST to change the corporation’s name to Civista Bancshares, Inc.	Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated and filed on May 1, 2015 and incorporated herein by reference. (File No. 1-36192)
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 Annual Report on Form 10-Q for the period ended September 30, 2014, filed on November 7, 2014 and incorporated herein by reference. (File No. 001-36192)
4.3	Form of Certificate for 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Shares, Series B, of Civista Bancshares, Inc.	Filed as Exhibit 4.2 to Civista Bancshares, Inc.’s Pre-Effective Amendment No. 1 to Form S-1 Registration Statement filed November 1, 2013, and incorporated herein by reference. (File No. 333-191169)
4.4	Form of Depositary Receipt for Depositary Shares, each representing 1/40th of a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, of Civista Bancshares, Inc..	Filed as Exhibit 4.2 to Civista Bancshares, Inc.’s Pre-Effective Amendment No. 1 to Form S-1 Registration Statement filed November 1, 2013, and incorporated herein by reference. (File No. 333-191169)
4.5	Deposit Agreement dated December 1, 2013, among Civista Bancshares, Inc., Illinois Stock Transfer Company, as Depositary, and the holders from time to time of Depositary Receipts thereunder.	Filed as Exhibit 4.2 to Civista Bancshares, Inc.’s Pre-Effective Amendment No. 1 to Form S-1 Registration Statement filed November 1, 2013, and incorporated herein by reference. (File No. 333-191169)
4.6	Agreement to furnish instrument and agreements defining rights of holders of long-term debt.	Included herewith.
10.1*	Form of Change of Control Agreement by and among Civista Bancshares, Inc., Civista Bank and certain executive officers.	Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on October 29, 2015 and incorporated herein by reference. (File No. 001-36192).
10.2*	Form of Pension Shortfall Agreement by and among Civista Bancshares, Inc., Civista Bank and certain executive officers.	Filed as Exhibit 10.2 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on October 29, 2015 and incorporated herein by reference. (File No. 001-36192).
10.3	Supplemental Nonqualified Executive Retirement Plan	Filed as Exhibit 10.12 to Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on March 15, 2012 and incorporated herein by reference (File No. 0-25980).

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10.4	Amendment to Supplemental Nonqualified Executive Retirement Plan	Filed as Exhibit 10.13 to Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on March 15, 2012 and incorporated herein by reference (File No. 0-25980).
10.6	Civista Bancshares, Inc. 2014 Incentive Plan	Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Registration Statement Form S-8 filed on February 26, 2015 and incorporated herein by reference (File No. 333-202316).
11.1	Statement regarding earnings per share	Included in Note 21 to the Consolidated Financial Statements filed as Exhibit 13.1 of this Annual Report on Form 10-K.
13.1	Civista Bancshares, Inc. 2015 Annual Report to Shareholders (not deemed filed except for portions which are specifically incorporated by reference in this Annual Report on Form 10-K)	Included herewith
21.1	Subsidiaries of CBI	Included herewith
23.1	Consent of S.R. Snodgrass, P.C.	Included herewith
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 Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of December 31, 2015 and 2014; (ii) Consolidated Statements of Operations for each of the three years ended December 31, 2015 and 2013; (iii) Consolidated Comprehensive Income Statements for each of the three years ended December 31, 2015 and 2013; (iv) Consolidated Statements of Changes in Shareholders’ Equity for each of the three years ended December 31, 2015 and 2013; (v) Consolidated Statement of Cash Flows for each of the three years ended December 31, 2015 and 2013; and (vi) Notes to Consolidated Financial Statements .

* Management contract or compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

(Registrant) Civista Bancshares, Inc.

By	/s/ James O. Miller
	James O. Miller, President (Principal Executive Officer)

Date: March 15, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on March 15, 2016 by the following persons (including a majority of the Board of Directors of the Registrant) in the capacities indicated:

/s/ Thomas A. Depler	/s/ Allen R. Nickles, CPA, CFE, FCPA, CFF, CICA
Thomas A. Depler, Director	Allen R. Nickles, CPA, CFE, FCPA, CFF, CICA, Director
/s/ Allen R. Maurice	/s/ J. William Springer
Allen R. Maurice, Director	J. William Springer, Director
/s/ Todd A. Michel	/s/ David A. Voight
Todd A. Michel, Senior Vice President,	David A. Voight, Former Chairman of the Board
(Principal Accounting Officer)
/s/ James O. Miller	/s/ Daniel J. White
James O. Miller, President & CEO,	Daniel J. White, Director
Chairman of the Board
(Principal Executive Officer)
/s/ Dennis E. Murray, Jr.
Dennis E. Murray, Jr., Director

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CIVISTA BANCSHARES, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015

INDEX TO EXHIBITS

Exhibit	Description	Location
3.1	Amended Articles of Incorporation, as amended, of Civista Bancshares, Inc., as filed with the Ohio Secretary of State on December 4, 2015	Included herewith.
3.1(e)	Certificate of Amendment to Articles, filed with the Ohio Secretary of State on May 1, 2015, evidencing adoption of an amendment by the Board of Directors of the Company to Article FIRST to change the corporation’s name to Civista Bancshares, Inc.	Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated and filed on May 1, 2015 and incorporated herein by reference. (File No. 1-36192)
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 Annual Report on Form 10-Q for the period ended September 30, 2014, filed on November 7, 2014 and incorporated herein by reference. (File No. 001-36192)
4.3	Form of Certificate for 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Shares, Series B, of Civista Bancshares, Inc.	Filed as Exhibit 4.2 to Civista Bancshares, Inc.’s Pre-Effective Amendment No.1 to Form S-1 Registration Statement filed November 1, 2013, and incorporated herein by reference. (File No. 333-191169)
4.4	Form of Depositary Receipt for Depositary Shares, each representing 1/40th of a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, of Civista Bancshares, Inc..	Filed as Exhibit 4.2 to Civista Bancshares, Inc.’s Pre-Effective Amendment No.1 to Form S-1 Registration Statement filed November 1, 2013, and incorporated herein by reference. (File No. 333-191169)
4.5	Deposit Agreement dated December 1, 2013, among Civista Bancshares, Inc., Illinois Stock Transfer Company, as Depositary, and the holders from time to time of Depositary Receipts thereunder.	Filed as Exhibit 4.2 to Civista Bancshares, Inc.’s Pre-Effective Amendment No.1 to Form S-1 Registration Statement filed November 1, 2013, and incorporated herein by reference. (File No. 333-191169)
4.6	Agreement to furnish instrument and agreements defining rights of holders of long-term debt.	Included herewith.
10.1*	Form of Change of Control Agreement by and among Civista Bancshares, Inc., Civista Bank and certain executive officers.	Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on October 29, 2015 and incorporated herein by reference. (File No. 001-36192).
10.2*	Form of Pension Shortfall Agreement by and among Civista Bancshares, Inc., Civista Bank and certain executive officers.	Filed as Exhibit 10.2 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on October 29, 2015 and incorporated herein by reference. (File No. 001-36192).
10.3	Supplemental Nonqualified Executive Retirement Plan	Filed as Exhibit 10.12to Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on March 15, 2012 and incorporated herein by reference (File No. 0-25980).

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10.4	Amendment to Supplemental Nonqualified Executive Retirement Plan	Filed as Exhibit 10.13 to Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on March 15, 2012 and incorporated herein by reference (File No. 0-25980).
10.6	Civista Bancshares, Inc. 2014 Incentive Plan	Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Registration Statement Form S-8 filed on February 26, 2015 and incorporated herein by reference (File No. 333-202316).
11.1	Statement regarding earnings per share	Included in Note 21 to the Consolidated Financial Statements filed as Exhibit 13.1 of this Annual Report on Form 10-K.
13.1	Civista Bancshares, Inc. 2015 Annual Report to Shareholders (not deemed filed except for portions which are specifically incorporated by reference in this Annual Report on Form 10-K)	Included herewith
21.1	Subsidiaries of CBI	Included herewith
23.1	Consent of S.R. Snodgrass, P.C.	Included herewith
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 Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of December 31, 2015 and 2014; (ii) Consolidated Statements of Operations for each of the three years ended December 31, 2015 and 2013; (iii) Consolidated Comprehensive Income Statements for each of the three years ended December 31, 2015 and 2013; (iv) Consolidated Statements of Changes in Shareholders’ Equity for each of the three years ended December 31, 2015 and 2013; (v) Consolidated Statement of Cash Flows for each of the three years ended December 31, 2015 and 2013; and (vi) Notes to Consolidated Financial Statements .

* Management contract or compensatory plan or arrangement

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

CIVISTA BANCSHARES, INC.

* * * * *

THE UNDERSIGNED, desiring to form a corporation for profit, under Sections 1701.01 et seq. of the Revised Code of Ohio, do hereby certify:

FIRST: The name of said corporation shall be CIVISTA BANCSHARES, INC.

SECOND: The place in the State of Ohio where its principal office is to be located is Sandusky, in Erie County.

THIRD: The purpose for which it is formed are:

To engage in any lawful act or activity for which corporations may be formed under Sections 1701.02 to 1701.98 inclusive of the Ohio Revised Code.

FOURTH: The authorized number of shares of the Corporation shall be Twenty Million Two Hundred Thousand (20,200,000), consisting of Twenty Million (20,000,000) common shares, each without par value (the “common shares”), and Two Hundred Thousand (200,000) preferred shares, each without par value (the “Preferred shares”).

The directors of the Corporation are hereby authorized to provide for the issuance of, and to issue, one or more series of preferred shares and, in connection with the creation of any such series, to adopt an amendment or amendments to the Articles of the Corporation determining, in whole or in part, the express terms of any such series to the fullest extent now or hereafter permitted under Ohio law, including, but not limited to, determining: the division of such shares into series and the designation and authorized number of shares of each series; dividend or distribution rights; dividend rate; liquidation rights, preferences and price; redemption rights and price; sinking fund requirements; voting rights; pre-emptive rights; conversion rights; restrictions on the issuance of shares; and other relative, participating, optional or other special rights and privileges of each such series and the qualifications, limitations or restrictions thereof. Notwithstanding the foregoing, in no event shall the voting rights of any series of preferred shares be greater than the voting rights of the common shares, except to the extent specifically required with respect to any series of preferred shares which may be designated for issuance to the United States Department of the Treasury under the TARP Capital Purchase Program instituted under the Emergency Economic Stabilizations Act of 2008. In the event that at any time the directors of the Corporation shall have established and designated one or more series of preferred shares consisting of a number of shares which constitutes less than all of the authorized number of preferred shares, the remaining authorized preferred shares shall be deemed to be shares of an undesignated series of preferred shares until designated by the directors of the Corporation as being part of a series previously established or a new series then being established by the directors. Without limiting the generality of the foregoing, and subject to the rights of any series of preferred shares then outstanding, the amendment providing for issuance of any series of preferred shares may provide that such series shall be superior or rank equally or be junior to the preferred shares of any other series to the extent permitted by Ohio law.

SECTION I

EXPRESS TERMS OF FIXED RATE

CUMULATIVE PERPETUAL PREFERRED SHARES, SERIES A

Part 1. Designation and Number of Shares. There is hereby created out of the authorized and unissued preferred shares of the Corporation a series of preferred shares designated as the “Fixed Rate Cumulative Perpetual Preferred Shares, Series A” (the “Designated Preferred Stock”). The authorized number of shares of Designated Preferred Stock shall be 23,184.

Part 2. Standard Provisions. The Standard Provisions contained in Annex A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions had been set forth in full herein.

Part 3. Definitions. The following terms are used in this Section I (including the Standard Provisions in Annex A hereto) as defined below:

(a) “Common Stock” means the common shares, each without par value, of the Corporation.

(b) “Dividend Payment Date” means February 15, May 15, August 15 and November 15 of each year.

(c) “Junior Stock” means the Common Stock, and any other class or series of stock of the Corporation the terms of which expressly provide that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation.

(d) “Liquidation Amount” means $1,000 per share of Designated Preferred Stock.

(e) “Minimum Amount” means $5,796,000.

(f) “Parity Stock” means any class or series of stock of the Corporation (other than Designated Preferred Stock) the terms of which do not expressly provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).

(g) “Signing Date” means the Original Issue Date.

Part 4. Certain Voting Matters. Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.

ANNEX A

STANDARD PROVISIONS

Section 1. General Matters. Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred Stock. The Designated Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Certificate of Designations. The Designated Preferred Stock shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Corporation.

Section 2. Standard Definitions. As used herein with respect to Designated Preferred Stock:

(a) “Applicable Dividend Rate” means (i) during the period from the Original Issue Date to, but excluding, the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 5% per annum and (ii) from and after the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 9% per annum.

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(b) “Appropriate Federal Banking Agency” means the “appropriate Federal banking agency” with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

(c) “Business Combination” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Corporation’s shareholders.

(d) “Business Day” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

(e) “Certificate of Designations” means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

(f) “Charter” means the Corporation’s articles of incorporation or similar organizational document, as the same may be amended from time to time.

(g) “Dividend Period” has the meaning set forth in Section 3(a).

(h) “Dividend Record Date” has the meaning set forth in Section 3(a).

(i) “Liquidation Preference” has the meaning set forth in Section 4(a).

(j) “Original Issue Date” means the date on which shares of Designated Preferred Stock are first issued.

(k) “Preferred Director” has the meaning set forth in Section 7(b).

(l) “Preferred Stock” means any and all series of preferred stock of the Corporation, including the Designated Preferred Stock.

(m) “Qualified Equity Offering” means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).

(n) “Regulations” means the regulations of the Corporation, as they may be amended from time to time.

(o) “Share Dilution Amount” has the meaning set forth in Section 3(b).

(p) “Standard Provisions” mean these Standard Provisions that form a part of the Certificate of Designations relating to the Designated Preferred Stock.

(q) “Successor Preferred Stock” has the meaning set forth in Section 5(a).

(r) “Voting Parity Stock” means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Designations, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

Section 3. Dividends.

(a) Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend

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Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date.

Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

(b) Priority of Dividends. So long as any share of Designated Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred Stock on the applicable record date). The foregoing limitation shall not apply to (i) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan) and consistent with past practice, provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount; (ii) purchases or other acquisitions by a broker-dealer subsidiary of the Corporation solely for the purpose of market-making, stabilization or customer facilitation transactions in Junior Stock or Parity Stock in the ordinary course of its business; (iii) purchases by a broker- dealer subsidiary of the Corporation of capital stock of the Corporation for resale pursuant to an offering by the Corporation of such capital stock underwritten by such broker-dealer subsidiary; (iv) any dividends or distributions of rights or Junior Stock in connection with a shareholders’ rights plan or any redemption or repurchase of rights pursuant to any shareholders’ rights plan; (v) the acquisition by the Corporation or any of its subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Corporation or any of its subsidiaries), including as trustees or custodians; and (vi) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each

4

case, solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock. “Share Dilution Amount” means the increase in the number of diluted shares outstanding (determined in accordance with generally accepted accounting principles in the United States, and as measured from the date of the Corporation’s consolidated financial statements most recently filed with the Securities and Exchange Commission prior to the Original Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the holders thereof on the applicable record date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Designated Preferred Stock (including, if applicable as provided in Section 3(a) above, dividends on such amount) and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors or a duly authorized committee of the Board of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors or a duly authorized committee of the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide written notice to the holders of Designated Preferred Stock prior to such Dividend Payment Date.

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of Designated Preferred Stock shall not be entitled to participate in any such dividends.

Section 4. Liquidation Rights.

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to shareholders of the Corporation, subject to the rights of any creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Corporation ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the “Liquidation Preference”).

(b) Partial Payment. If in any distribution described in Section 4(a) above the assets of the Corporation or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.

5

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 4, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

Section 5. Redemption.

(a) Optional Redemption. Except as provided below, the Designated Preferred Stock may not be redeemed prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date. On or after the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption.

Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption; provided that (x) the Corporation (or any successor by Business Combination) has received aggregate gross proceeds of not less than the Minimum Amount (plus the “Minimum Amount” as defined in the relevant certificate of designations for each other outstanding series of preferred stock of such successor that was originally issued to the United States Department of the Treasury (the “Successor Preferred Stock”) in connection with the Troubled Asset Relief Program Capital Purchase Program) from one or more Qualified Equity Offerings (including Qualified Equity Offerings of such successor), and (y) the aggregate redemption price of the Designated Preferred Stock (and any Successor Preferred Stock) redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by the Corporation (or any successor by Business Combination) from such Qualified Equity Offerings (including Qualified Equity Offerings of such successor).

The redemption price for any shares of Designated Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.

(b) No Sinking Fund. The Designated Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred Stock will have no right to require redemption or repurchase of any shares of Designated Preferred Stock.

(c) Notice of Redemption. Notice of every redemption of shares of Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Designated Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other

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shares of Designated Preferred Stock. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Designated Preferred Stock at such time and in any manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

(d) Partial Redemption. In case of any redemption of part of the shares of Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

(e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Corporation, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.

(f) Status of Redeemed Shares. Shares of Designated Preferred Stock that are redeemed, repurchased or otherwise acquired by the Corporation shall revert to authorized but unissued shares of Preferred Stock (provided that any such cancelled shares of Designated Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Designated Preferred Stock).

Section 6. Conversion. Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities.

Section 7. Voting Rights.

(a) General. The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

(b) Preferred Stock Directors. Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive, the authorized number of directors of the Corporation shall automatically be increased by two and the holders of the Designated Preferred Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter the “Preferred Directors” and each a “Preferred Director”) to fill such newly created directorships at the Corporation’s next annual meeting of shareholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of shareholders until all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been declared and paid in full at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that

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the election of such Preferred Director shall not cause the Corporation to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Corporation may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

(c) Class Voting Rights as to Particular Matters. So long as any shares of Designated Preferred Stock are outstanding, in addition to any other vote or consent of shareholders required by law or by the Charter, the vote or consent of the holders of at least 66 2/3% of the shares of Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

(i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Designations for the Designated Preferred Stock or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Corporation ranking senior to Designated Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Corporation;

(ii) Amendment of Designated Preferred Stock. Any amendment, alteration or repeal of any provision of the Certificate of Designations for the Designated Preferred Stock or the Charter (including, unless no vote on such merger or consolidation is required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Designated Preferred Stock; or

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or reclassification involving the Designated Preferred Stock, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case (x) the shares of Designated Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such consummation, taken as a whole; provided, however, that for all purposes of this Section 7(c), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights granted by the Corporation to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding shares of the Designated Preferred Stock.

(d) Changes after Provision for Redemption. No vote or consent of the holders of Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.

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(e) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Charter, the Regulations, and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.

Section 8. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for Designated Preferred Stock may deem and treat the record holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

Section 9. Notices. All notices or communications in respect of Designated Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Charter or Regulations or by applicable law. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of Designated Preferred Stock in any manner permitted by such facility.

Section 10. No Preemptive Rights. No share of Designated Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

Section 11. Replacement Certificates. The Corporation shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Corporation of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Corporation.

Section 12. Other Rights. The shares of Designated Preferred stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter as provided by applicable law.

SECTION II

EXPRESS TERMS

OF

6.50% NONCUMULATIVE REDEEMABLE

CONVERTIBLE PERPETUAL PREFERRED SHARES, SERIES B

Section 1. Designation and Amount. There is hereby created out of the authorized and unissued preferred shares of the Corporation a series of preferred shares designated as the “6.50% Noncumulative Redeemable Convertible Perpetual Preferred Shares, Series B” (the “Series B Preferred Shares”). The Series B Preferred Shares shall be perpetual, subject to the provisions of Section 6 hereof. The authorized number of Series B Preferred Shares shall be 25,000 shares, each without par value, having a liquidation preference of $1,000 per share. The number of Series B Preferred Shares may be increased from time to time in accordance with Ohio law and the Amended and Restated Articles of Incorporation of the Corporation (the “Articles”) up to the maximum number of preferred shares authorized to be issued under the Articles, as amended, less all shares at the time authorized of any other series of preferred shares, and any such additional Series B Preferred Shares would form a single series with the Series B Preferred Shares. Outstanding Series B Preferred Shares that are redeemed, purchased or otherwise acquired by the Corporation, or converted into Common Shares, shall be cancelled and shall revert to authorized but unissued preferred shares undesignated as to series.

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Section 2. Definitions. As used herein with respect to the Series B Preferred Shares, in addition to those terms otherwise defined herein, the following terms shall have the following meanings:

(a) “Affiliate” shall mean, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with, such other Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) when used with respect to any Person, means the possession, directly or indirectly, of the power to cause the direction of management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

(b) “BHC Act” shall mean the Bank Holding Company Act of 1956, as amended.

(c) “Business Day” shall mean any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

(d) “CIBC Act” shall mean the Change in Bank Control Act of 1978, as amended.

(e) “Closing Sales Price” shall mean, with respect to a particular day, the closing sale price or, if no closing sale price is reported, the last reported sale price per Common Share (or share or unit of capital stock or other equity interest, as applicable) on such day on the NASDAQ Capital Market or such other national securities exchange or automated quotation system on which the Common Shares are then listed or authorized for quotation or, if the Common Shares are not so listed or authorized for quotation, an amount determined in good faith by the Board of Directors to be the fair value of the Common Shares.

(f) “Common Shares” shall mean the common shares, each without par value, of the Corporation, or any other class of capital stock resulting from (i) successive exchanges or reclassifications of such common shares consisting solely of changes in par value, or from no par value to par value, or (ii) a subdivision, combination, Reorganization Event or similar transaction in which the Corporation is a constituent corporation.

(g) “Conversion Date” shall have the meaning ascribed to such term in Section 8(c) hereof.

(h) “Conversion Price” shall mean, initially, $7.82 per Common Share, subject to adjustment from time to time as set forth in Section 11 hereof.

(i) “Conversion Ratio” shall mean the number of Common Shares into which each Series B Preferred Share may be converted at any time pursuant to and in accordance with Sections 8 or 9, and shall equal the Liquidation Preference divided by the Conversion Price applicable upon such conversion.

(j) “Conversion Right” shall have the meaning ascribed to such term in Section 8(a) hereof.

(k) “Corporation Conversion Notice” shall have the meaning ascribed to such term in Section 9(b) hereof.

(l) “Corporation Conversion Option” shall have the meaning ascribed to such term in Section 9(a) hereof.

(m) “Corporation Conversion Option Date” shall have the meaning ascribed to such term in Section 9(b) hereof.

(n) “Dividend Period” shall have the meaning ascribed to such term in Section 4(b) hereof.

(o) “Dividend Record Date” shall have the meaning ascribed to such term in Section 4(e) hereof.

(p) “Ex-Date” shall mean, when used with respect to any issuance, dividend or distribution giving rise to an adjustment to the Conversion Price pursuant to Section 11, the first date on which the Common Shares or other securities trade without the right to receive the issuance, dividend or distribution.

(q) “Federal Reserve” shall mean the Board of Governors of the Federal Reserve System.

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(r) “Holder” shall mean a holder of record of outstanding Series B Preferred Shares.

(s) “Issue Date” shall mean the original date of issuance of the Series B Preferred Shares.

(t) “Junior Shares” shall mean the Common Shares and any other class or series of capital stock of the Corporation now or hereafter authorized, issued or outstanding that, by its terms, does not expressly provide that it ranks pari passu with or senior to the Series B Preferred Shares with respect to dividend rights and rights upon liquidation, dissolution and winding up of the Corporation.

(u) “Liquidation Parity Shares” shall mean Parity Shares the terms of which expressly provide that it will rank pari passu with the Series B Preferred Shares as to rights upon liquidation, dissolution and winding up of the Corporation.

(v) “Liquidation Preference” shall mean, with respect to each Series B Preferred Share, $1,000, subject to equitable adjustment from time to time pursuant to Section 14(c).

(w) “Market Value” shall mean the average Closing Sale Price of a Common Share for a thirty (30) consecutive Trading Day period prior to the date of measurement.

(x) “Officer” shall mean the Chief Executive Officer, the President, any Vice President, the Treasurer, the Secretary or any Assistant Secretary of the Corporation.

(y) “Officers’ Certificate” shall mean a certificate signed by two duly authorized Officers.

(z) “Opinion of Counsel” shall mean a written opinion from legal counsel acceptable to the Transfer Agent. Such counsel may be an employee of or counsel to the Corporation or the Transfer Agent.

(aa) “Parity Shares” shall mean (i) the Series A Preferred Shares and (ii) any other class or series of capital stock of the Corporation hereafter authorized, issued or outstanding that, by its terms, expressly provides that it ranks pari passu with the Series B Preferred Shares with respect to dividend rights and rights upon liquidation, dissolution and winding up of the Corporation (without regard to whether dividends accrue cumulatively or non-cumulatively).

(bb) “Partial Dividend” shall have the meaning ascribed to such term in Section 4(d) hereof.

(cc) “Person” shall mean any individual, corporation, general partnership, limited partnership, limited liability partnership, joint venture, association, joint-stock corporation, trust, limited liability corporation, unincorporated organization, other entity or government or any agency or political subdivision thereof.

(dd) “Redemption Date” shall have the meaning ascribed to such term in Section 6(b) hereof.

(ee) “Redemption Notice” shall have the meaning ascribed to such term in Section 6(b) hereof.

(ff) “Redemption Price” shall have the meaning ascribed to such term in Section 6(a) hereof.

(gg) “Reorganization Event” shall have the meaning ascribed to such term in Section 7(b)(iii) hereof.

(hh) “Series A Preferred Shares” shall mean the Fixed Rate Cumulative Perpetual Preferred Shares, Series A, of the Corporation.

(ii) “Series B Preferred Shares” shall have the meaning ascribed to such term in Section 1 hereof.

(jj) “Senior Shares” shall mean any class or series of capital stock of the Corporation hereafter authorized, issued or outstanding that, by its terms, expressly provides that it ranks senior to the Series B Preferred Shares with respect to dividend rights or rights upon liquidation, dissolution and winding up of the Corporation.

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(kk) “Series B Dividend Payment Date” shall have the meaning ascribed to such term in Section 4(b).

(ll) “Trading Day” shall mean any day on which the NASDAQ Capital Market (or such other successor national securities exchange or automated quotation system on which the Common Shares are then listed or authorized for quotation) is open for the transaction of business.

(mm) “Transfer Agent” shall mean the Corporation’s duly appointed transfer agent, registrar, redemption, conversion and dividend disbursing agent for the Series B Preferred Shares and transfer agent and registrar for any Common Shares issued upon conversion of the Series B Preferred Shares, or any successor duly appointed by the Corporation.

(nn) “Voting Securities” shall have the meaning ascribed to such term in the BHC Act and any rules or regulations promulgated thereunder

Section 3. Ranking. The Series B Preferred Shares shall rank, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Corporation, (a) senior to all Junior Shares, (b) on parity with all Parity Shares and (c) junior to all Senior Shares.

Section 4. Dividends.

(a) Subject to the rights of any holders of Senior Shares, each Holder shall be entitled to receive, on each Series B Preferred Share held, if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of the Corporation’s net income, retained earnings or surplus related to other capital instruments that qualify as “Tier 1 capital” under applicable banking regulations, noncumulative cash dividends with respect to each Dividend Period at a rate per annum equal to 6.50% of the Liquidation Preference.

(b) If declared by the Board of Directors or a duly authorized committee of the Board of Directors, dividends shall be payable on the Series B Preferred Shares quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on March 15, 2014 (each such date, a “Series B Dividend Payment Date”). In the event that any Series B Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Series B Dividend Payment Date to, but excluding, the next Series B Dividend Payment Date is a “Dividend Period,” provided that the initial Dividend Period shall be the period from and including the Issue Date to, but excluding, the next Series B Dividend Payment Date.

(c) Dividends that are payable on the Series B Preferred Shares in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on the Series B Preferred Shares on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.

(d) In the event that the Board of Directors or a duly authorized committee of the Board of Directors declares a dividend on the Series B Preferred Shares with respect to a Dividend Period in an amount less than the full amount payable to the Holders with respect to such Dividend Period pursuant to Sections 4(a) and 4(b) (such lesser amount, a “Partial Dividend”), such Partial Dividend shall be distributed to the Holders on a pro rata basis with respect to the outstanding Series B Preferred Shares.

(e) Dividends that are payable on the Series B Preferred Shares on any Series B Dividend Payment Date will be payable to Holders of record of Series B Preferred Shares as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Series B Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Series B Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

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(f) Dividends on the Series B Preferred Shares will not be cumulative. If the Board of Directors or a duly authorized committee of the Board of Directors does not declare a dividend on the Series B Preferred Shares in respect of a Dividend Period, then no dividend shall be deemed to have accrued for such Dividend Period, be payable on the applicable Series B Dividend Payment Date or be cumulative, and the Corporation will have no obligation to pay any dividend for that Dividend Period, whether or not the Board of Directors or a duly authorized committee of the Board of Directors declares a dividend for any future Dividend Period with respect to the Series B Preferred Shares or any other class or series of the Corporation’s preferred shares.

(g) So long as any Series B Preferred Shares remain outstanding, unless the full dividends for the most recently completed Dividend Period have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside) on all outstanding Series B Preferred Shares, during a Dividend Period:

(i) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Shares (other than a dividend payable solely in Junior Shares);

(ii) no Junior Shares shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than (A) as a result of a reclassification of Junior Shares for or into other Junior Shares, (B) the exchange or conversion of one Junior Share for or into another Junior Share, (C) through the use of the proceeds of a substantially contemporaneous sale of other Junior Shares, (D) purchases, redemptions or other acquisitions of Junior Shares in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, or (E) the purchase of fractional interests in Junior Shares pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged) nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation; and

(iii) no Parity Shares shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, other than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series B Preferred Shares and such Parity Shares, except by conversion into or exchange for Junior Shares.

(h) When dividends are not paid in full upon the Series B Preferred Shares and Parity Shares, if any, all dividends declared upon Series B Preferred Shares and Parity Shares, if any, will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the Series B Preferred Shares, and accrued dividends, including any accumulations, on Parity Shares, if any, bear to each other for the then-current Dividend Period.

(i) Subject to the foregoing provisions of Section 4(g) and 4(h), and not otherwise, dividends (payable in cash, stock or otherwise), as may be determined by the Board of Directors or a duly authorized committee of the Board of Directors, may be declared and paid on the Common Shares and any other Junior Shares or any Parity Shares from time to time out of any assets legally available for such payment, and the Holders of Series B Preferred Shares shall not be entitled to participate in any such dividend.

(j) Dividends on the Series B Preferred Shares will not be declared, paid or set aside for payment to the extent such act would cause the Corporation to fail to comply with applicable laws and regulations, including applicable capital adequacy guidelines.

(k) Payments of cash for dividends will be delivered to the Holders at their addresses listed in the stock record books maintained by the Transfer Agent.

Section 5. Liquidation Preference.

(a) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, each Holder shall be entitled to receive, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to shareholders of the Corporation, subject to the prior rights of holders of any Senior Shares, the Liquidation Preference for each outstanding Series B Preferred Share held by such Holder, without interest to the date fixed for such liquidation, dissolution or winding up, in preference to the holders of, and before any payment or distribution is made on (or any setting apart for any payment or distribution), any Junior Shares, including, without limitation, on any Common Shares. After the payment to the Holders of the

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Liquidation Preference for each outstanding Series B Preferred Share, such Holders shall not be entitled to convert any Series B Preferred Shares into Common Shares and shall not be entitled to any further participation in distributions of, and shall have no right or claim to, any of the remaining assets of the Corporation in respect of the Series B Preferred Shares.

(b) Neither (i) the sale, lease, exchange or conveyance for cash, securities or other property of all or substantially all the assets of the Corporation (other than in connection with the voluntary or involuntary liquidation, dissolution or winding up of the Corporation) nor (ii) the merger, consolidation or share exchange of the Corporation into or with any other Person shall be deemed to be a liquidation, dissolution or winding up of the Corporation, voluntary or involuntary, for the purposes of this Section 5.

(c) In the event the assets of the Corporation legally available for distribution to the Holders upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a), no such distribution shall be made on account of any Liquidation Parity Shares upon such liquidation, dissolution or winding up of the Corporation unless proportionate distributable amounts shall be paid with equal priority on account of the Series B Preferred Shares, ratably, in proportion to the full distributable amounts for which Holders of the Series B Preferred Shares and holders of any Liquidation Parity Shares are entitled upon such liquidation, dissolution or winding up of the Corporation.

(d) All distributions made with respect to the Series B Preferred Shares in connection with any liquidation, dissolution or winding up of the Corporation shall be made pro rata to the Holders.

Section 6. Redemption.

(a) At any time on or after the sixth anniversary of the Issue Date, the Corporation shall have the right, at its option, to cause all or any portion of the outstanding Series B Preferred Shares to be redeemed, subject to the legal availability of funds therefor, at a price in cash equal to the Liquidation Preference per share, plus an amount in cash equal to any dividends declared and unpaid from the last preceding Dividend Payment Date, without interest (together, the “Redemption Price”).

(b) The Corporation shall furnish written notice of the redemption (the “Redemption Notice”) by issuing a press release for publication on a newswire service, in accordance with the federal securities laws or the rules of any stock exchange on which the Series B Preferred Shares or the Common Shares are then listed or traded, and in any case by first class mail to each Holder not less than 30 nor more than 60 days in advance of the date fixed for such redemption (the “Redemption Date”). In addition to any other information required by applicable law or regulation, the Redemption Notice shall state, as appropriate:

(i) the Redemption Date;

(ii) the total number of Series B Preferred Shares to be redeemed;

(iii) that each outstanding Series B Preferred Share will be redeemed for cash in an amount equal to the Redemption Price;

(iv) that dividends on the Series B Preferred Shares to be redeemed will cease to be payable on the Redemption Date, unless the Corporation defaults in the payment of the Redemption Price;

(v) that the right of the Holders to voluntarily convert Series B Preferred Shares into Common Shares will terminate at the close of business on the Business Day preceding the Redemption Date, unless the Corporation defaults in the payment of the Redemption Price; and

(vi) that if any Series B Preferred Shares held by any Holder are represented by one or more physical certificates, such Holder must surrender to the Corporation or the Transfer Agent, in the manner and at the place or places designated, such physical certificate or certificates representing the Series B Preferred Shares to receive the Redemption Price.

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(c) Each Holder of one or more physical certificates representing Series B Preferred Shares shall surrender such physical certificate or certificates to the Corporation or the Transfer Agent (properly endorsed or assigned for transfer, if the Corporation or the Transfer Agent shall so require and the Redemption Notice shall so state), in the manner and at the place or places designated in the Redemption Notice, and the full Redemption Price for such shares shall be payable in cash on the Redemption Date to the Holder, and each surrendered physical certificate shall be canceled and retired.

(d) In case of any redemption of only part of the Series B Preferred Shares at the time outstanding, the Series B Preferred Shares to be redeemed shall be selected either pro rata, by lot or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which Series B Preferred Shares shall be redeemed from time to time. Notwithstanding anything to the contrary contained herein, if a partial redemption of the Series B Preferred Shares would result in the delisting of the Series B Preferred Shares from any national securities exchange on which the Series B Preferred Shares are then listed, the Corporation may only redeem the Series B Preferred Shares in whole.

(e) On and after the Redemption Date, provided that the Redemption Price has been paid, dividends will no longer be payable on the Series B Preferred Shares called for redemption, such Series B Preferred Shares will no longer be deemed to be outstanding, and the holders of such Series B Preferred Shares will have no rights as shareholders, except the right to receive the Redemption Price, without interest, upon surrender of the certificates, if any, evidencing the Series B Preferred Shares to be redeemed.

(f) Any redemption of the Series B Preferred Shares is subject to receipt by the Corporation of any required prior approval by the Federal Reserve and to the satisfaction of any conditions set forth in the capital guidelines or regulations of the Federal Reserve applicable to redemption of the Series B Preferred Shares.

(g) The Series B Preferred Shares will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Series B Preferred Shares will have no right to require redemption or repurchase of any Series B Preferred Shares.

Section 7. Voting Rights.

(a) The Series B Preferred Shares shall have no voting rights except as set forth in this Section 7 and as otherwise required by Ohio law from time to time. Except as otherwise provided in this Section 7, in exercising any such voting rights, each Holder shall be entitled to one vote for each Series B Preferred Share held by such Holder.

(b) So long as any Series B Preferred Shares remain outstanding, unless a greater percentage shall then be required by law, the affirmative vote or consent of the Holders of at least two-thirds of all of the Series B Preferred Shares at the time outstanding, voting separately as a class, shall be required to:

(i) amend, alter or repeal any provision of the Corporation’s Articles (including the provisions hereof creating the Series B Preferred Shares), if the amendment, alteration or repeal of the Articles would materially and adversely affect the rights, preferences, powers or privileges of the Series B Preferred Shares;

(ii) create, authorize, issue or increase the authorized or issued amount of any class or series of any of the Corporation’s equity securities, or any warrants, options or other rights convertible or exchangeable into any class or series of any of the Corporation’s equity securities, which would constitute Senior Shares or Parity Shares or reclassify any authorized shares of the Corporation into any such shares, or create, authorize or issue any obligation or security convertible into, exchangeable or exercisable for, or evidencing the right to purchase any such shares; or

(iii) enter into or consummate any (A) reclassification of the outstanding Common Shares (other than a change in par value, or from no par value to par value, or from par value to no par value), (B) consolidation, merger or share exchange of the Corporation with or into another Person or any merger, consolidation or share exchange of another Person with or into the Corporation (other than a consolidation, merger or share exchange in which the Corporation is the resulting or surviving Person and which does not result in any reclassification of the outstanding Common Shares), or (C) sale, lease or other disposition to another Person of all or

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substantially all of the assets of the Corporation (computed on a consolidated basis), other than to one or more of the Corporation’s subsidiaries (any of the foregoing, a “Reorganization Event”); provided, however, that the Holders will have no right to vote under this Section 7 regarding the Corporation’s entry into or consummation of a Reorganization Event if, upon the consummation of the Reorganization Event, (I) the Series B Preferred Shares remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (II) such Series B Preferred Shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series B Preferred Shares, taken as a whole.

Notwithstanding the foregoing, except as otherwise required by law, the Corporation may, without the consent of any Holder, (x) authorize, increase the authorized amount of, or issue Parity Shares (provided that dividend rights are noncumulative) and Junior Shares or (y) increase the amount of authorized Series B Preferred Shares or issue any additional Series B Preferred Shares; provided, however, that with respect to clause (x), such Parity Shares or Junior Shares, as the case may be, does not rank senior to the Series B Preferred Shares as to dividend rights or rights upon liquidation, dissolution or winding up of the Corporation.

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series B Preferred Shares shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been set aside by the Corporation for the benefit of the holders of Series B Preferred Shares to effect such redemption.

Section 8. Conversion Rights.

(a) Each Holder shall have the right (the “Conversion Right”), at such Holder’s option, exercisable at any time and from time to time from the Issue Date, to convert, subject to the terms and provisions of Section 6 and this Section 8, any or all of such Holder’s Series B Preferred Shares (including any fraction thereof) into such whole number of Common Shares per Series B Preferred Share as is equal to the Conversion Ratio in effect on the date of conversion, plus cash in lieu of any fractional Common Share as provided in Section 10. Notwithstanding anything to the contrary set forth herein, each Holder shall be entitled to convert Series B Preferred Shares pursuant to this Section 8, or receive Common Shares upon any such conversion, to the extent (but only to the extent) that such conversion or receipt would not cause or result in such Holder and its Affiliates, collectively, being deemed to own, control or have the power to vote, for purposes of the BHC Act or the CIBC Act, and any rules and regulations promulgated thereunder, 10% or more of any class of Voting Securities of the Corporation outstanding at such time (it being understood, for the avoidance of doubt, that no Security shall be included in any such percentage calculation to the extent that it cannot by its terms be converted into or exercised for Voting Securities by such Holder or its Affiliates at the time of such measurement or transfer).

(b) A Holder of Series B Preferred Shares must complete each of the following procedures to exercise the Conversion Right:

(i) complete, manually sign and deliver to the Transfer Agent a written notice in the form provided by the Transfer Agent indicating that the Holder elects to convert the number of such Holder’s Series B Preferred Shares (including any fraction thereof) specified in such notice;

(ii) If the Series B Preferred Shares that the Holder wishes to convert are represented by one or more physical certificates, surrender such physical certificate(s) to the Transfer Agent;

(iii) if required by the Corporation or the Transfer Agent, furnish appropriate endorsements and transfer documents; and

(iv) if required, pay all transfer or similar taxes.

(c) The date on which a Holder complies with the applicable procedures set forth in Section 8(b) is the “Conversion Date.” Immediately prior to the close of business on the Conversion Date, each converting Holder shall be deemed to be the holder of record of Common Shares issuable upon conversion of such Holder’s Series B Preferred Shares notwithstanding that the share register of the Corporation shall then be closed or that, if applicable,

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physical certificates representing such Common Shares shall not then be actually delivered to such Holder. On the Conversion Date, all rights of any Holder with respect to the Series B Preferred Shares so converted, including the rights, if any, to receive distributions of the Corporation’s assets (including, but not limited to, the Liquidation Preference) or notices from the Corporation, will terminate, except only for the rights of any such Holder to (i) receive physical certificates (if applicable) for the number of fully paid and non-assessable whole Common Shares into which such Series B Preferred Shares have been converted and cash in lieu of any fractional share as provided in Section 10, and (ii) exercise the rights to which such Holder is entitled as a holder of Common Shares into which such Series B Preferred Shares have been converted.

(d) The Transfer Agent shall, on a Holder’s behalf, convert the Series B Preferred Shares into Common Shares, in accordance with the terms of the notice delivered by such Holder described in clause Section 8(b)(i) above. The Common Shares and cash in lieu of any fractional share due to a Holder surrendering physical certificates shall be delivered to the Holder and each surrendered physical certificate shall be canceled and retired. In the event that the Holders shall not by written notice designate the name in which Common Shares and/or cash, securities or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of Series B Preferred Shares should be registered or paid or the manner in which such shares should be delivered, the Corporation shall be entitled to register and deliver such shares, and make such payment, in the name of the Holders and in the manner shown on the records of the Corporation.

(e) If the Conversion Date occurs on or before the close of business on a Dividend Record Date, the Holder shall not be entitled to receive any portion of the dividend declared on such converted Series B Preferred Shares and paid or payable on the corresponding Dividend Payment Date.

(f) If the Conversion Date occurs after a Dividend Record Date but prior to the corresponding Series B Dividend Payment Date, the Holder on the Dividend Record Date shall receive on that Dividend Payment Date dividends declared and paid on those Series B Preferred Shares, notwithstanding the conversion of those Series B Preferred Shares prior to that Dividend Payment Date, because that Holder shall have been the Holder of record on the corresponding Dividend Record Date. However, at the time that such holder surrenders the Series B Preferred Shares for conversion, the holder shall pay to the Corporation an amount equal to the dividend that has been paid, or will be paid, on the related Series B Dividend Payment Date.

(g) A Holder of Series B Preferred Shares on a Dividend Record Date who exercises such Holder’s Conversion Right and converts such Series B Preferred Shares into Common Shares on or after the corresponding Dividend Payment Date shall be entitled to receive the dividend declared on such Series B Preferred Shares and paid or payable on such Series B Dividend Payment Date, and the converting Holder need not include payment of the amount of such dividend upon surrender for conversion of those Series B Preferred Shares.

(h) The Corporation shall reserve out of its authorized but unissued Common Shares, sufficient Common Shares to provide for the conversion of Series B Preferred Shares from time to time as such Series B Preferred Shares are presented for conversion. The Corporation shall take all action necessary so that all Common Shares that may be issued upon conversion of Series B Preferred Shares will upon issue be validly issued, fully paid and nonassessable, and free from all liens and charges in respect of the issuance or delivery thereof.

(i) If any Series B Preferred Shares are to be redeemed by the Corporation pursuant to Section 6 or to be converted by the Corporation pursuant to Section 9, such Holder’s right to voluntarily convert such Holder’s Series B Preferred Shares as provided in this Section 8 shall terminate at 5:00 p.m., New York City time, on the Trading Day immediately preceding the date fixed for redemption or the Corporation Conversion Option Date, as the case may be, and dividends on the Series B Preferred Shares will thereafter cease to be payable and all other rights of the Holders will terminate, except for the right to receive the Redemption Price or Common Shares and cash in lieu of fractional shares, as the case may be.

Section 9. Corporation Conversion Option.

(a) At any time on or after the sixth anniversary of the Issue Date, the Corporation shall have the option to require the Holders to convert all of the outstanding Series B Preferred Shares into that number of Common Shares that are issuable at the Conversion Ratio then in effect (the “Corporation Conversion Option”). The Corporation may

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exercise the Corporation Conversion Option only if: (i) the Closing Sale Price equals or exceeds 120% of the Conversion Price then in effect for at least 20 Trading Days in a period of 30 consecutive Trading Days (including the last Trading Day of such period) ending on the fifth Trading Day immediately prior to the Corporation’s issuance of a press release announcing its intent to exercise the Corporation Conversion Option on the Series B Preferred Shares in accordance with Section 9(b); and (ii) the Corporation has declared and paid full dividends for four consecutive quarters prior to the issuance of such press release.

(b) To exercise the Corporation Conversion Option pursuant to this Section 9, the Corporation shall issue a press release for publication on a newswire service in accordance with the federal securities laws or the rules of any stock exchange on which the Series B Preferred Shares or the Common Shares are then listed or traded, and in any case by first class mail to each Holder, providing the relevant information to the public prior to the opening of business on the fifth Trading Day following any date on which the conditions set forth in Section 9(a) shall have been satisfied, announcing the Corporation’s intention to exercise the Corporation Conversion Option. The Corporation shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders (not more than ten Trading Days after the date of the press release) of the exercise of the Corporation Conversion Option announcing the Corporation’s intention to convert the Series B Preferred Shares (“Corporation Conversion Notice”). The conversion date (the “Corporation Conversion Option Date”) shall be on the date that the Corporation issues such press release, and the date of the issuance of the press release shall be the record date for such conversion. In addition to any information required by applicable law or regulation, the press release and the Corporation Conversion Notice shall state, as appropriate:

(i) the Corporation Conversion Option Date;

(ii) the number of Common Shares to be issued upon conversion of each Series B Preferred Share; and

(iii) that dividends on the Series B Preferred Shares to be converted shall cease to accrue for that Dividend Period on the Corporation Conversion Option Date.

(c) Upon exercise of the Corporation Conversion Option and the surrender of Series B Preferred Shares by a Holder thereof, the Corporation shall issue and shall deliver or cause to be issued and delivered to such Holder, or to such other Person on such Holder’s written order (i) certificates representing the number of validly issued, fully paid and non-assessable whole Common Shares to which a Holder of Series B Preferred Shares being converted, or a Holder’s transferee, shall be entitled and (ii) cash in lieu of any fractional Common Share as provided in Section 10.

(d) Each conversion shall be deemed to have been made at the close of business on the Corporation Conversion Option Date so that the rights of the Holder shall cease except for the right to receive the number of fully paid and non-assessable Common Share at the Conversion Ratio (subject to adjustment in accordance with the provisions of Section 11), and cash in lieu of fractional shares as provided in Section 10, and the Person entitled to receive Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time.

(e) If the Corporation exercises the Corporation Conversion Option and the Corporation Conversion Option Date is a date that is prior to the close of business on any Dividend Record Date, the Holder shall not be entitled to receive any portion of the dividend payable for such Dividend Period on such converted shares on the corresponding Dividend Payment Date.

(f) If the Corporation exercises the Corporation Conversion Option and the Corporation Conversion Option Date is a date that is after the close of business on any Dividend Record Date and prior to the close of business on the corresponding Dividend Payment Date, all dividends for that Dividend Period with respect to the Series B Preferred Shares called for conversion on such date shall be payable on such Dividend Payment Date to the record holder of such shares on such record date.

Section 10. No Fractional Shares Upon Conversion. No fractional Common Shares or securities representing fractional Common Shares shall be issued upon any conversion of any Series B Preferred Shares. If more than one Series B Preferred Share held by the same Holder shall be subject to conversion at one time, the number of whole Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate Liquidation Preference of all of such Series B Preferred Shares as of the conversion date. If the conversion of one or more Series B Preferred Shares results in a fraction of a Common Share, an amount equal to such fraction multiplied by the Market Value shall be paid to such Holder in cash by the Corporation.

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Section 11. Anti-Dilution Adjustments.

(a) Any adjustment to the Conversion Price shall result in a change in the Conversion Ratio. The Conversion Price shall be subject to the following adjustments; provided, however, that notwithstanding anything to the contrary set forth herein, any adjustment to the Conversion Price to be made pursuant to this Section 11 shall be made to the extent (but only to the extent) that such adjustment would not cause or result in any Holder and its Affiliates, collectively, being deemed to own, control or have the power to vote, for purposes of the BHC Act or the CIBC Act and any rules and regulations promulgated thereunder, Voting Securities which (assuming, for this purpose only, full conversion and/or exercise of all such securities) would represent 10% or more of any class of Voting Securities of the Corporation outstanding at such time; provided, further, however, that any adjustment (or portion thereof) prohibited pursuant to this Section 11(a) shall be postponed and implemented on the first date on which such implementation would not result in the condition described above in this Section 11(a):

(i) Dividends and Distributions of Common Shares. If the Corporation pays dividends or other distributions on the Common Shares in Common Shares, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time, on the Trading Day immediately prior to the Ex-Date for such dividend or distribution by the following fraction:

  OS₀  

OS₁

	Where,
OS0	=	the number of Common Shares outstanding immediately prior to Ex-Date for such dividend or distribution.
OS1	=	the sum of the number of Common Shares outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of Common Shares constituting such dividend or distribution.

The adjustment pursuant to this clause (i) shall become effective at 9:00 a.m., New York City time on the Ex-Date for such dividend or distribution. For the purposes of this clause (i), the number of Common Shares at the time outstanding shall not include shares held in treasury by the Corporation. If any dividend or distribution described in this clause (i) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared.

(ii) Subdivisions, Splits and Combination of Common Shares. If the Corporation subdivides, splits or combines the Common Shares, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time, on the Trading Day immediately prior to the effective date of such subdivision, split or combination by the following fraction:

  OS₀  

OS₁

	Where,
OS0	=	the number of Common Shares outstanding immediately prior to the effective date of such subdivision, split or combination.
OS1	=	the number of Common Shares outstanding immediately after the opening of business on the effective date of such subdivision, split or combination.

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The adjustment pursuant to this clause (ii) shall become effective at 9:00 a.m., New York City time on the effective date of such subdivision, split or combination. For the purposes of this clause (ii), the number of Common Shares at the time outstanding shall not include shares held in treasury by the Corporation. If any subdivision, split or combination described in this clause (ii) is announced but the outstanding Common Shares are not subdivided, split or combined, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to subdivide, split or combine the outstanding Common Shares, to such Conversion Price that would be in effect if such subdivision, split or combination had not been announced.

(iii) Issuance of Stock Purchase Rights. If the Corporation issues to all holders of the Common Shares rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, to subscribe for or purchase the Common Shares at less than the Market Value on the date fixed for the determination of shareholders entitled to receive such rights or warrants, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time, on the Trading Day immediately prior to the Ex-Date for such issuance by the following fraction:

  OS₀ + Y  

OS₀ + X

	Where,
OS0	=	the number of Common Shares outstanding immediately prior to the Ex-Date for such distribution.
X	=	the total number of Common Shares issuable pursuant to such rights or warrants.
Y	=	the number of Common Shares equal to the aggregate price payable to exercise such rights or warrants divided by the Market Value as of the date immediately prior to the Ex-Date for such distribution.

Any adjustment pursuant to this clause (iii) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuance. For the purposes of this clause (iii), the number of Common Shares at the time outstanding shall not include shares held in treasury by the Corporation. The Corporation shall not issue any such rights or warrants in respect of Common Shares held in treasury by the Corporation. In the event that such rights or warrants described in this clause (iii) are not so issued, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not fully exercised prior to their expiration or Common Shares are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Conversion Price shall be readjusted to such Conversion Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of Common Shares actually delivered. In determining the aggregate exercise price payable for such Common Shares, there shall be taken into account any cash and non-cash consideration received for such rights or warrants and the value of any such non-cash consideration shall be reasonably determined by the Board of Directors.

(iv) Debt or Asset Distributions. If the Corporation distributes to all holders of Common Shares evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or

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distribution referred to in clause (i) above, any rights or warrants referred to in clause (iii) above, any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, and any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of certain spinoff transactions as described below), then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time, on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction:

  SP₀ - FMV  

SP₀

	Where,
SP0	=	the Market Value per Common Share on such date.
FMV	=	the fair market value of the portion of the distribution applicable to one Common Share on such date as reasonably determined by the Board of Directors.

In a “spin-off”, where the Corporation makes a distribution to all holders of Common Shares consisting of capital stock of any class or series, or similar equity interests of, or relating to, a subsidiary or other business unit, the Conversion Price will be adjusted on the 15^th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15^th Trading Day by the following fraction:

  MP₀  

MP₀ + MP_S

	Where,
MP0	=	the average of the Closing Sales Prices of the Common Shares over the first 10 Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution.
MPS	=	the average of the Closing Sales Prices of the capital stock or equity interests representing the portion of the distribution applicable to one Common Share over the first 10 Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution.

Any adjustment pursuant to this clause (iv) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such distribution. In the event that such distribution described in this clause (iv) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such distribution had not been declared.

(v) Cash Distributions. If the Corporation makes a distribution consisting exclusively of cash to all holders of Common Shares, excluding (a) any cash dividend on the Common Shares to the extent a corresponding cash dividend is paid on the Series B Preferred Shares pursuant to Section 4(b), (b) any cash that is distributed in a Reorganization Event or as part of a “spin-off” referred to in clause (iv) above, (c) any dividend or distribution in connection with the Corporation’s liquidation, dissolution or winding up, and (d) any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, then in each event, the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time, on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction:

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  SP₀ - DIS  

SP₀

	Where,
SP0	=	the Closing Sales Price per Common Share on the Trading Day immediately preceding the Ex-Date.
DIS	=	the amount per Common Share of the distribution.

Any adjustment pursuant to this clause (v) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such dividend or distribution. In the event that any distribution described in this clause (v) is not so made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such distribution, to the Conversion Price which would then be in effect if such distribution had not been declared.

(vi) Self Tender Offers and Exchange Offers. If the Corporation or any of its subsidiaries successfully completes a tender or exchange offer for the Common Shares where the cash and the value of any other consideration included in the payment per Common Share exceeds the Closing Sales Price per Common Share on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time, on the expiration date of the offer by the following fraction:

  OS₀ * SP₀  

  AC + (SP₀ * OS₁)  

	Where,
SP0	=	the Closing Sales Price per Common Share on the Trading Day immediately succeeding the expiration of the tender or exchange offer.
OS0	=	the number of Common Shares outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn.
OS1	=	the number of Common Shares outstanding immediately after the expiration of the tender or exchange offer.
AC	=	the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined by the Board of Directors.

Any adjustment made pursuant to this clause (vi) shall become effective immediately prior to 9:00 a.m., New York City time, on the Trading Day immediately following the expiration of the tender or exchange offer. For the purposes of this clause (vi), the number of Common Shares at the time outstanding shall not include shares held in treasury by the Corporation. In the event that the Corporation or one of its subsidiaries is obligated to purchase Common Shares pursuant to any such tender offer or exchange offer, but the Corporation or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Price shall be readjusted to be such Conversion Price that would then be in effect if such tender offer or exchange offer had not been made.

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(vii) Rights Plans. To the extent that the Corporation has a rights plan in effect with respect to the Common Shares on any Conversion Date, upon conversion of any Series B Preferred Shares, the Holders will receive, in addition to the Common Shares, the rights under the rights plan, unless, prior to such Conversion Date, the rights have separated from the Common Shares, in which case the Conversion Price will be adjusted at the time of separation as if the Corporation had made a distribution to all holders of Common Shares as described in clause (iv) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

(b) (i) All adjustments to the Conversion Price shall be calculated to the nearest 1/10th of a cent. No adjustment in the Conversion Price shall be required if such adjustment would be less than $0.01; provided that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, that on any Conversion Date adjustments to the Conversion Price will be made with respect to any such adjustment carried forward and which has not been taken into account before such date.

(ii) No adjustment to the Conversion Price shall be made if the Holders may participate in the transaction that would otherwise give rise to an adjustment, as a result of holding the Series B Preferred Shares (including without limitation pursuant to Section 4(b) hereof), without having to convert the Series B Preferred Shares, as if they held the full number of Common Shares into which a Series B Preferred Share may then be converted.

(c) Whenever the Conversion Price is to be adjusted in accordance with Section 11(a), the Corporation shall: (i) compute the Conversion Price in accordance with Section 11(a), taking into account the $0.01 threshold set forth in Section 11(c) hereof; (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Conversion Price pursuant to Section 11(a), taking into account the $0.01 threshold set forth in Section 11(b) hereof (or if the Corporation is not aware of such occurrence, as soon as practicable after becoming so aware), provide, or cause to be provided, a written notice to the Holders of the occurrence of such event; and (iii) as soon as practicable following the determination of the revised Conversion Price in accordance with Section 11(a) hereof, provide, or cause to be provided, a written notice to the Holders setting forth in reasonable detail the method by which the adjustment to the Conversion Price was determined and setting forth the revised Conversion Price.

(d) In the event of any Reorganization Event, each Series B Preferred Share thereafter remaining outstanding, if any, shall thereafter, without the consent of any Holder, become convertible at any time, at the option of the Holder thereof, or pursuant to and in accordance with the Corporation Conversion Option, only into the kind and amount of securities (of the Corporation or another issuer), cash and other property receivable upon such Reorganization Event by a holder of the number of Common Shares into which such Series B Preferred Share could have been converted immediately prior to such Reorganization Event, after giving effect to any adjustment event. The provisions of this Section 11(d) and any equivalent thereof in any such securities similarly shall apply to successive Reorganization Events. None of the provisions of this Section 11(d) shall affect the right of a Holder to convert the Holder’s Series B Preferred Shares into Common Shares prior to the effective date of a Reorganization Event.

Section 12. Form. Series B Preferred Shares may be issued in the form of physical certificates or in book entry form through the direct registration system of the Transfer Agent.

Section 13. No Preemptive Rights. The holders of Series B Preferred Shares shall have no preemptive rights with respect to any shares of the Corporation’s capital stock or any of its other securities convertible into or carrying rights or options to purchase any such capital stock.

Section 14. Other Provisions.

(a) With respect to any notice to a Holder required to be provided hereunder, such notice shall be mailed to the registered address of such Holder, and neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular Holder shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other Holders or affect the legality or validity of any redemption, conversion, distribution, rights, warrant, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, winding up or other action, or the vote upon any action with respect to which the Holders are entitled to vote. All

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notice periods referred to herein shall commence on the date of the mailing of the applicable notice. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder receives the notice.

(b) The Liquidation Preference and the annual dividend rate set forth in Section 4(a) shall be subject to adjustment whenever there shall occur a stock split, combination, reclassification or other similar event involving Series B Preferred Shares. Such adjustments shall be made in such manner and at such time as the Board of Directors of the Corporation in good faith determines to be equitable in the circumstances, any such determination to be evidenced in a resolution. Upon any such equitable adjustment, the Corporation shall promptly deliver to the Transfer Agent and each Holder an Officers’ Certificate attaching and certifying the resolution of the Board of Directors, describing in reasonable detail the event requiring the adjustment and the method of calculation thereof and specifying the increased or decreased Liquidation Preference or annual dividend rate in effect following such adjustment.

(c) All issued Series B Preferred Shares shall be deemed outstanding except (i) from any redemption date as set forth in the Redemption Notice, all Series B Preferred Shares that have been called for redemption on that Redemption Date; (ii) from the date of surrender of certificates representing Series B Preferred Shares, all Series B Preferred Shares converted into Common Shares; and (iii) from the date of registration of transfer, all Series B Preferred Shares held of record by the Corporation or any subsidiary of the Corporation.

(d) In case, at any time while any of the Series B Preferred Shares are outstanding:

(i) The Corporation shall declare a dividend (or any other distribution) on its Common Shares or any other Junior Shares;

(ii) The Corporation shall authorize the issuance to all holders of its Common Shares or any Junior Shares of rights or warrants to subscribe for or purchase Common Shares or of any other subscription rights or warrants;

(iii) There is any Reorganization Event; or

(iv) There is a voluntary or involuntary dissolution, liquidation or winding up of the Corporation;

then the Corporation shall cause to be mailed to the Transfer Agent, if any, for Series B Preferred Shares and the Transfer Agent shall cause to be mailed to the Holders of the outstanding Series B Preferred Shares at their respective addresses as they appear on the books of the Corporation, at least ten (10) days before the date hereinafter specified (or the earlier of the dates herein specified, in the event that more than one date is specified), a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares of record to be entitled to such dividend, distribution, rights or warrants are to be determined, (ii) the date on which any such Reorganization Event, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their shares for the applicable consideration, deliverable upon such Reorganization Event, dissolution, liquidation or winding up or (iii) the date after which the Series B Preferred Shares may be converted into Common Shares at the option of the Holder pursuant to Section 8(a) hereof.

(e) The headings of the various sections and subsections contained herein are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

(f) Except as may otherwise be required by law, the Series B Preferred Shares shall not have any powers, designations, preferences and relative, participating, optional or other special rights, other than those specifically set forth in this Section II of the Articles.

FIFTH: The following provisions are hereby agreed to for the purpose of defining, limiting and regulating the exercise of the authority of the Corporation, or of the directors, or of all of the shareholders:

The Board of Directors is expressly authorized to set apart out of any of the funds of the Corporation available (or dividends in reserve or reserves for any proper purpose or to abolish any such reserve in the manner in which it was created, and to purchase on behalf of the Corporation any shares issued by it to the extent of the surplus of the aggregate of its assets over the aggregate of its liabilities plus stated Capital.

24

The Corporation may in its regulations confer powers upon its board of directors in addition to the powers and authorities conferred upon it expressly by Section 1701.01 et seq. of the Revised Code of Ohio.

Any meeting of the shareholders or the board of directors may be held at any place within or without the State of Ohio in the manner provided for in the regulations of the Corporation.

Subject to Article SEVENTH, any amendments to the Articles may be made from time to time, and any proposal or proposition requiring the action of shareholders may be authorized from time to time by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Corporation.

SIXTH:

Evaluation of Business Combinations.

In connection with the exercise of its judgment in determining what is in the best interest of the Corporation and its shareholders when evaluating a Business Combination or a proposal by another Person or Persons to make a Business Combination or a tender exchange offer or a proposal by another Person or Persons to make tender exchange offer, the Board of Directors of the Corporation shall, in addition to considering the adequacy of the amount to be paid in connection with any such transaction, consider all the following factors and any other factors which it deems relevant: (i) the social and economic aspects of the transaction on the Corporation and its subsidiaries, employees, depositors, loan and other customers, creditors and other elements of the communication in which the Corporation and its subsidiaries operate or are located; (ii) the business and financial conditions and earnings prospects of the acquiring Person or Persons, including, but not limited to, debt service and other existing or likely financial obligations of the acquiring Person or Persons, and the possible effect of such conditions upon the Corporation and its subsidiaries operate or are located, and (iii) the competence, experience, and integrity of the acquiring Person or Persons and its or their management.

Therefore, the affirmative vote of the holders of not less than eighty percent (80%) of the Voting Stock shall be required for the approval or Authorization of any Business Combination with a Related Person, or any Business Combination in which a Related Person has an interest (except proportionately as a shareholder); provided, however, that the eighty percent (80%) voting requirement shall not be applicable if (i) the Continuing Directors, who at the time constitute at least a majority of the entire Board of Directors of the Corporation, have expressly approved the Business Combination by at least a two-thirds (2/3) vote of such Continuing Directors, or (ii) all of the following are satisfied:

(A) The Business Combination is a major or consolidation and cash fair market value of property, securities or other consideration to be received per share by holders of Common Stock of the Corporation (other than such Related Person) in the Business Combination is at least equal in value to such Related Person’s Highest Purchase Price;

(B) After such Related Person has become the Beneficial Owner of not less than ten percent (10%) of the Voting Stock of the Corporation and prior to the consummation of such Business Combination, such Related Person shall not become the Beneficial Owner of any additional shares of Voting Stock or securities convertible into Voting Stock, except (i) as part of the transaction which resulted in such Related person becoming the Beneficial Owner of not less than ten percent (10%) of the Voting Stock or (ii) as a result of a pro rata stock dividend or stoct split; and

(C) Prior to the consummation of such Business Combination, such Related Person shall not have, directly or indirectly, (i) received the benefit (except proportionately as a shareholder) of any loan, advances, guarantees, pledges, or other financial assistance or tax credits provided by the Corporation of any of its subsidiaries, or (ii) caused by any material change in the Corporation’s business or equity capital structure, including the issuance of shares of capital stock of the Corporation to any third party.

25

For the Purpose of This Article

(i) The Term “Business Combination” shall mean (a) any merger or consolidation involving the Corporation or a subsidiary of the Corporation, (b) any sale, lease, exchange, transfer or other disposition (in one transaction or a series of transactions), including without limitation a mortgage or any other security device, of all or any Substantial Part of the assets either of the Corporation or of a subsidiary of a Corporation, (c) any sale, lease, exchange, transfer or other disposition of all or any Substantial Part of the assets of an entity to the Corporation or a subsidiary of the corporation, (d) the issuance, sale, exchange, transfer or other disposition by the Corporation or a subsidiary of the Corporation of any Corporation, (e) any recapitalization or reclassification of the Corporation’s securities (including, without limitation, any reverse stock split) or other transaction that would have the effect of increasing the voting power of a Related Person, (f) if any liquidation, spin-off, split-up, or dissolution of the Corporation, and (g) any Agreement, contract or other arrangement providing for any of the transactions described in this definition of Business Transaction.

(ii) the terms “Related Person” shall (a) mean and include any individual, corporation, partnership, group, association or other person or entity which, together with is Affiliates and the Associates, is the Beneficial Owner of not less than ten percent (10%) of the voting stock of the corporation (1) at the time the definitive agreement providing for the Business Combination (including any amendment thereof ) was entered into (2) at the time a resolution approving the Business Combination was adopted by the Board of Directors of the Corporation, or (J) as of the record state for the determination of Shareholders entitled to notice of and to vote on, or consent to, the Business Combination, and (b) shall mean and include any Affiliate or Associate of any such individual, corporation, partnership, group, association or other person or entity; provided, however, and notwithstanding anything to the foregoing to the contrary, the term “Related Person” shall not include the Corporation, a wholly owned subsidiary of the Corporation, or any trustee of, or fiduciary with respect to, any such plan when acting in such capacity.

(iii) The term “Beneficial Owner: shall be defined by reference to Rule 13d-3 under the Securities Exchange Act of 1934, as in effect on March 1, 1994; provided, however, and without limitation, any individual, corporation, partnership, group. Association or other person or entity which has the right to acquire any Voting Stock at any time in the future, whether such right is contingent or absolute, pursuant to any agreement, arrangement or understanding upon exercise of the rights, warrants or options, or otherwise, shall be beneficial owner of such Voting Stock.

(iv) The term “Highest Purchase Price” shall mean the highest amount of consideration paid by such Related Person for a share of Common Stock of the Corporation paid by such Related Person for a share of Common Stock of the corporation within two (2) years prior to the date such Related Person became the Beneficial Owner of not less than ten percent (10%) of the Voting Stock; and if such stock is not listed on any principal exchange, the highest closing bid quotation with respect to a share of stock during the thirty (30) day period preceding the date in questions—of if no quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board in good faith.

(v) The term “Voting Stock” shall mean all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for the purpose of this Article as one class; provided however, that if the Corporation has shares of Voting Stock entitled to more or less than one vote for any such share, each reference to a proportion of shares of Voting Stock shall be deemed to refer to such proportion of the votes entitled to be cast by such shares.

(vi) The term “Continuing Director” shall mean a director who either was a member of the Board of Directors of the Corporation prior to the time such Related Person became a Related Person or who subsequently became a director of the Corporation and whose election, or nomination for election by the Corporation’s Stockholder, was approved by a vote of at least three-quarters (3/4) of the Continuing Directors then of the Board.

26

SEVENTH: No amendment of these Articles shall be effective to amend, alter, repeal or change the effect of any of the provisions of Article SIXTH unless such amendment shall receive the affirmative vote of the holders of at least eighty (80%) of the outstanding common shares of the Corporation entitled to vote thereon provided, however, that such voting requirement shall not be applicable to the approval of such an amendment if such amendment shall have been proposed and authorized by action of the Board of Directors of the Corporation by the affirmative vote of at least a two-thirds (2/3) vote of the Continuing Directors.

EIGHTH: The Corporation shall have the power to indemnify its present and past directors, officers, employees and agents, and such other persons as it shall have powers to indemnity, to the full extent permitted under, and subject to the limitations of, Title 17 of the Ohio Revised Code.

The Corporation may, upon the affirmative vote of a majority of its Board of Directors, purchase insurance for the purpose of indemnifying its directors, officers, employees and agents to the extent that such indemnification is allowed in the preceding paragraph.

NINTH: Except as may be specifically designated by the Board of Directors, no holder of shares of the corporation of any class, as such, shall have the pre-emptive right to subscribe for or to purchase any shares of any class of the corporation or any other securities of the corporation, including any warrant, right or option to subscribe for or purchase any share or other security, whether such share or security of such class is now or hereafter authorized.

TENTH: No holder of shares of the corporation of any class, as such, shall have any right to cumulate the voting power in respect of those shares in the election of directors, and the right to cumulate the voting power of the holder as provided in Section 1701.55 of the Ohio Revised Code is hereby specifically denied to all holders of shares of any class of the corporation.

ELEVENTH: These Amended and Restated Articles of Incorporation supersede and take the place of the existing Articles of Incorporation and all amendments thereto.

27

EX-4.6

Exhibit 4.6

[CIVISTA BANCSHARES, INC. LETTERHEAD]

March 15, 2016

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re: Civista Bancshares, Inc. Form 10-K for the fiscal year ended December 31, 2015

Ladies and Gentlemen:

Civista Bancshares, Inc., an Ohio corporation (“CBI”), is today filing an Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the Form 10-K), as executed on March 15, 2016.

Pursuant to the instructions relating to the Exhibits in Item 601(b)(4)(iii) of Regulation S-K, CBI hereby agrees to furnish the Commission, upon request, copies of instruments and agreements defining the rights of holders of its long-term debt and of the long-term debt of its consolidated subsidiaries, which are not being filed as exhibits to the Form 10-K. None of such long-term debt exceeds 10% of the total assets of CBI and its subsidiaries on a consolidated basis.

Very truly yours,

/s/ James O. Miller

James O. Miller

President, Chief Executive Officer and Chairman of the Board

EX-13.1

Exhibit 13.1

Dear Shareholders:

2015 was another successful year for your corporation. Net earnings (before preferred dividend) were $12,745,000. This was a 34% increase over 2014’s earnings of $9,528,000. This history of our continuing success from the depths of the recession is shown below in our earnings per share:

	2015		2014		2013		2012		2011
Net earnings per share (basic)	$	1.43	$	0.99	$	0.65	$	0.57	$	0.36
Net earnings per share (diluted)	$	1.17	$	0.85	$	0.64	$	0.57	$	0.36

The underlying driver of this success has been discipline. We have been and continue to be disciplined in our commitment to grow the company, to increase the value to the shareholders, to our business model, to our lending culture, and to our customers and community.

Growth will continue to come from new and existing markets and from acquisition. Contributing to our growth in 2015 was the successful completion of our Dayton acquisition and the opening of our loan production office in Mayfield Heights, Ohio. This follows our business model of supplementing our lending footprint with entry into active markets in Ohio where, with local skilled lenders, we can continue to add quality loans to our portfolio. The success can be seen in the total loan balances shown below:

(In thousands)	2015		2014		2013		2012		2011
Gross Loans	$	1,001,527	$	914,857	$	861,241	$	815,553	$	785,268

Since 2011 we have enjoyed net loan growth of over $216,000,000 or about 28% - keeping in mind that we receive on average $21,800,000 each month in payments which needs to be put back to work. In addition to loan growth reflected in our numbers, in 2015 we sold $48,457,000 in one-to-four family real estate mortgages. We sell these loans to limit interest rate risk to the company and generate fee income.

To fund this loan growth we remain disciplined in our focus on low cost deposits. Our noninterest bearing deposits (checking accounts), have increased nicely to $300,615,000 or 28.6% of total deposits as of December 31, 2015. In addition, the majority of our $751,418,000 in interest bearing deposits are lower cost interest bearing checking and savings. Below is a recap of our deposit growth.

(In thousands)	2015		2014		2013		2012		2011
Noninterest bearing deposits	$	300,615	$	250,701	$	234,976	$	202,416	$	189,382
Interest bearing deposits		751,418		718,217		707,499		723,973		711,864
Total	$	1,052,033	$	968,918	$	942,475	$	926,389	$	901,246

In addition to maintaining a loyal base of retail deposit customers, we have been successful in securing commercial deposits with our commercial loan transactions. These noninterest-bearing deposits also bring the opportunity to provide cash management services which contribute to fee income for the company.

Our net interest income, shown below as a per share amount, is a result of taking deposits and making loans and investments. The numbers show the impact and necessity for growth. The increase of approximately 11.6% from 2014 to 2015 reflects the addition of the Dayton acquisition, the Mayfield Heights office, and organic growth in other offices. Reflected as a percentage, our interest margin was 3.96% for the year. At the end of September 2015, the interest margin of the average bank in the State of Ohio was 3.33%.

	2015		2014		2013		2012		2011
Net interest income per share (basic)	$	6.06	$	5.43	$	5.19	$	5.26	$	5.37

Our net interest income is supplemented with noninterest income. Noninterest income is comprised of a number of items, primarily service charges, wealth management fees, ATM fees, and tax refund processing. For 2015, we enjoyed a 1.7% increase in our noninterest income shown below as per share contribution. Fee income is harder to grow as consumers are very fee sensitive.

	2015		2014		2013		2012		2011
Noninterest income per share (basic)	$	1.83	$	1.80	$	1.56	$	1.45	$	1.29

From our total income consisting of net interest and noninterest income we pay the expense of operating the company. These noninterest expenses, as shown on a per share below basis, increased approximately 1.9% from 2014. Beginning in March 2015, expenses included the addition of the Dayton operation.

	2015		2014		2013		2012		2011
Noninterest expense per share (basic)	$	5.49	$	5.39	$	5.63	$	4.94	$	4.76

Our results can be readily seen in the growth in our net interest income per share from $5.43 to $6.06 (11.6%) compared to the growth in our expenses of $5.39 per share to $5.49 (1.9%) in 2015. As we discussed before, we have positioned the company to take advantage of the benefits of expanding with minimal impact to the expenses. A key measure of this in the banking industry is the efficiency ratio. In this ratio, the lower the number the better. Our number at the end of 2014 was 71.7%. At the end of 2015 it was 67.0%. The efficiency ratio of the average bank in the State of Ohio at the end of the third quarter 2015 was 72.7%. Again, growth of the company has generated both efficiency and profitability.

An expense not included in the noninterest expense category is the provision for loan loss. For 2015, this amount was $1,200,000. You can see from the below chart the continued decrease in this expense (expressed per share) as we move further away from the recession.

	2015		2014		2013		2012		2011
Loan loss provision per share (basic)	$	0.15	$	0.19	$	0.14	$	0.83	$	1.27

Other accomplishments for the year were our rebranding of the company, the filing of a securities shelf offering, and the successful changes in our articles of incorporation.

We completed the rebranding of the bank and holding company by last April. As you may recall, the United States and Ohio are prolific with Citizens banks. Adding to the confusion, our Urbana offices operated as Champaign Bank to avoid confusion with another Citizens in Urbana. Unifying our brand under the Civista name eliminated market confusion and brought consistency to our customers. This is important as we continue to grow our deposit and loan customer base.

The shelf filing completed earlier in the year is a process of placing on file the necessary documents with the U. S. Securities and Exchange Commission to allow a securities offering. This will simply speed the process should an opportunity present itself in the future that requires us to issue additional capital.

In November, we held our special shareholder meeting to consider two changes to the articles of incorporation – to eliminate preemptive rights and cumulative voting. The first issue received over 92% positive votes and the second issue over 88% positive votes. The board and management offer its sincere thank you for your support and trust shown by this turnout and vote.

Looking at our common stock performance, we have enjoyed continued improvement. The closing price on the last business day of year was:

2015	2014		2013		2012		2011
$12.83	$	10.28	$	6.52	$	5.25	$	4.03

While we have seen steady increases in the market’s view of our value, we continue to trade below the average Ohio publicly traded bank. We are trading at about 9 times earnings and the average Ohio bank about 13 times earnings. We firmly believe this company is at least equal to or better than the average, but the markets understand that for us to materially grow we will need additional common capital (stock) which could temporarily depress the value because more shares would be outstanding.

To reiterate earlier comments, we will consider adding to capital if it’s needed to support growth or to support an acquisition. We also don’t believe in growth for growth’s sake but in growth and acquisition that will show you a respectable return, both in dollars and time frame. Finally, when the time comes for increasing common equity, you, the existing shareholders, will be invited to participate.

In spite of the erratic markets and contradicting business news articles, we are optimistic on 2016. We continue to see nice loan opportunities and have a solid loan pipeline as we enter the year. Competition is strong, but we remain disciplined in our lending standards and pricing. Any institution can gather deposits and make loans. The long term success comes from how well this is accomplished. I believe our track record speaks for itself.

As always, please read your proxy and vote your shares in your company. I hope to see you at the annual meeting.

Very truly yours,

James O. Miller

President & C.E.O.

ANNUAL REPORT

CONTENTS

Five –Year Selected Consolidated Financial Data	1
Common Stock and Shareholder Matters	3
General Development of Business	3
Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Quantitative and Qualitative Disclosures about Market Risk	21
Financial Statements
Management’s Report on Internal Control over Financial Reporting	24
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Statements	25
Report of Independent Registered Public Accounting Firm on Financial Statements	26
Consolidated Balance Sheets	27
Consolidated Statements of Operations	28
Consolidated Comprehensive Income Statements	29
Consolidated Statements of Changes in Shareholders’ Equity	30
Consolidated Statements of Cash Flow	31
Notes to Consolidated Financial Statements	33

Five-Year Selected Consolidated Financial Data

(Amounts in thousands, except per share data)

	Year ended December 31,
	2015			2014		2013		2012		2011
Statements of income:
Total interest and dividend income	$	50,701		$	45,970	$	44,881	$	46,762	$	48,861
Total interest expense		3,309			4,104		4,907		6,184		7,500
Net interest income		47,392			41,866		39,974		40,578		41,361
Provision for loan losses		1,200			1,500		1,100		6,400		9,800
Net interest income after provision for loan losses		46,192			40,366		38,874		34,178		31,561
Security gains/(losses)		(18	)		113		204		40		(8	)
Other noninterest income		14,296			13,761		11,858		11,160		9,979
Total noninterest income		14,278			13,874		12,062		11,200		9,971
Total noninterest expense		42,944			41,550		43,384		38,074		36,727
Income before federal income taxes		17,526			12,690		7,552		7,304		4,805
Federal income tax expense		4,781			3,162		1,373		1,725		847
Net income	$	12,745		$	9,528	$	6,179	$	5,579	$	3,958
Preferred stock dividends and discount accretion		1,577			1,873		1,159		1,193		1,176
Net income available to common shareholders	$	11,168		$	7,655	$	5,020	$	4,386	$	2,782
Per common share earnings:
Before preferred dividends (basic)	$	1.63		$	1.24	$	0.80	$	0.72	$	0.51
Before preferred dividends (diluted)		1.17			0.87		0.79		0.72		0.51
Available to common shareholders (basic)		1.43			0.99		0.65		0.57		0.36
Available to common shareholders (diluted)		1.17			0.85		0.64		0.57		0.36
Dividends		0.20			0.19		0.15		0.12		0.03
Book value		13.12			12.04		10.65		10.48		10.30
Average common shares outstanding:
Basic		7,822,369			7,707,917		7,707,917		7,707,917		7,707,917
Diluted		10,918,335			10,904,848		7,821,780		7,707,917		7,707,917
Year-end balances:
Loans, net	$	987,166		$	900,589	$	844,713	$	795,811	$	764,011
Securities		209,701			210,491		215,037		219,528		220,021
Total assets		1,315,041			1,213,191		1,167,546		1,136,971		1,112,977
Deposits		1,052,033			968,918		942,475		926,389		901,246
Borrowings		125,667			116,240		87,206		92,907		98,751
Shareholders’ equity		125,173			115,909		128,376		103,980		102,528
Average balances:
Loans, net	$	966,786		$	858,532	$	800,063	$	759,105	$	741,383
Securities		211,436			214,123		216,848		224,566		216,549
Total assets		1,336,645			1,234,406		1,172,819		1,127,989		1,124,553
Deposits		1,107,445			1,026,093		965,370		914,851		910,315
Borrowings		95,132			83,058		89,496		95,973		105,071
Shareholders’ equity		120,350			114,266		103,563		104,114		99,848

See accompanying notes to consolidated financial statements.

1

Five-Year Selected Ratios
	Year ended December 31,
	2015			2014			2013			2012			2011
Net interest margin		3.96	%		3.79	%		3.79	%		3.98	%		4.00	%
Return on average total assets		0.95			0.77			0.53			0.49			0.35
Return on average shareholders’ equity		10.59			8.34			5.97			5.36			3.96
Average shareholders’ equity as a percent of average total assets		9.00			9.26			8.83			9.23			8.88
Net loan charge-offs as a percent of average total loans		0.11			0.43			0.53			1.01			1.35
Allowance for loan losses as a percent of loans at year-end		1.43			1.56			1.92			2.42			2.71
Shareholders’ equity as a percent of total year-end assets		9.52			9.55			11.00			9.15			9.21

Stockholder Return Performance

Set forth below is a line graph comparing the five-year cumulative return of Civista Bancshares, Inc. (ticker symbol CIVB) common stock, based on an initial investment of $100 on December 31, 2010 and assuming reinvestment of dividends, with Standard & Poor’s 500 Index, the Nasdaq Bank Index and the SNL Bank Index. The comparative indices were obtained from SNL Securities.

A copy of the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, will be furnished, free of charge, to shareholders, upon written request to the Secretary of Civista Bancshares, Inc., 100 East Water Street, Sandusky, Ohio 44870.

See accompanying notes to consolidated financial statements.

2

Common Stock and Shareholder Matters

The common shares of Civista Bancshares, Inc. (“CBI”) trade on The NASDAQ Capital Market under the symbol “CIVB”. As of February 19, 2016, there were 7,846,308 shares outstanding held by approximately 1,224 shareholders of record (not including the number of persons or entities holding stock in nominee or street name through various brokerage firms). Information below is the range of sales prices of our common shares for each quarter for the last two years based upon the closing prices of CBI common shares as reported on The NASDAQ Capital Market.

2015
First Quarter	Second Quarter	Third Quarter	Fourth Quarter
$10.04 to $11.54	$10.11 to $11.47	$9.68 to $10.93	$9.81 to $13.65
2014
First Quarter	Second Quarter	Third Quarter	Fourth Quarter
$6.52 to $9.70	$8.34 to $9.47	$8.70 to $10.00	$9.14 to $10.70

Dividends per share declared on common shares by CBI were as follows:

	2015		2014
First quarter	$	0.05	$	0.04
Second quarter		0.05		0.05
Third quarter		0.05		0.05
Fourth quarter		0.05		0.05
	$	0.20	$	0.19

Information regarding potential restrictions on dividends paid can be found in Note 19 to the Consolidated Financial Statements.

On December 19, 2013, CBI completed a public offering of 1,000,000 depositary shares, each representing a 1/40th ownership interest in a Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B (the “Series B Preferred Shares”), of CBI. The depositary shares trade on The NASDAQ Capital Market under the symbol “CIVBP.” The terms of the Series B Preferred Shares provide for the payment of quarterly dividends on the Series B Preferred Shares (and, therefore, the depositary shares) at the rate of 6.50% per annum of the liquidation preference of $1,000 per Series B Preferred Share (or $25.00 per depositary share). Dividends are noncumulative and are payable if, when and as declared by the board of directors. However, no dividends may be declared or paid on the common shares of CBI during any calendar quarter unless full dividends on the Series B Preferred Shares (and, therefore, the depositary shares) have been declared for that quarter and all dividends previously declared on the Series B Preferred Shares (and, therefore, the depositary shares) have been paid in full.

General Development of Business

(Amounts in thousands)

CBI was organized under the laws of the State of Ohio on February 19, 1987 and is a registered financial holding company under the Gramm-Leach-Bliley Financial Modernization Act of 1999, as amended. CBI and its subsidiaries are sometimes referred to together as the Company. The Company’s office is located at 100 East Water Street, Sandusky, Ohio. The Company had total consolidated assets of $1,315,041 at December 31, 2015.

See accompanying notes to consolidated financial statements.

3

CIVISTA BANK (“Civista”), owned by the Company since 1987, opened for business in 1884 as The Citizens National Bank. In 1898, Civista was reorganized under Ohio banking law and was known as The Citizens Bank and Trust Company. In 1908, Civista surrendered its trust charter and began operation as The Citizens Banking Company. The name Civista Bank was introduced during the first quarter of 2015 to solidify our dual Citizens/Champaign brand and distinguish ourselves from the many other Citizens’ Banks in existing and prospective markets. Civista maintains its main office at 100 East Water Street, Sandusky, Ohio and operates branch banking offices in the following Ohio communities: Sandusky (2), Norwalk (2), Berlin Heights, Huron, Port Clinton, Castalia, New Washington, Shelby (2), Willard, Greenwich, Plymouth, Shiloh, Akron, Dublin, Plain City, Russells Point, Urbana (2), West Liberty and Quincy. In January 2015, we added a loan production office in Mayfield Heights, Ohio and in March 2015 we acquired the three offices of TCNB Financial Corp. (“TCNB”) in Dayton, Ohio. Civista accounted for 99.8% of the Company’s consolidated assets at December 31, 2015.

FIRST CITIZENS INSURANCE AGENCY INC. (“FCIA”) was formed to allow the Company to participate in commission revenue generated through its third party insurance agreement. Assets of FCIA were less than one percent of the Company’s consolidated assets as of December 31, 2015.

WATER STREET PROPERTIES, INC. (“WSP”) was formed to hold properties repossessed by CBI subsidiaries. WSP accounted for less than one percent of the Company’s consolidated assets as of December 31, 2015.

FC REFUND SOLUTIONS, INC. (“FCRS”) was formed during 2012 and remained inactive for the periods presented.

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.

FIRST CITIZENS CAPITAL LLC (“FCC”) is wholly-owned by Civista and holds inter-company debt that is eliminated in consolidation. The operations of FCC are located in Wilmington, Delaware.

Management’s Discussion and Analysis of Financial Condition and Results of Operations - As of December 31, 2015 and December 31, 2014 and for the Years Ended December 31, 2015, 2014 and 2013

(Amounts in thousands, except per share data)

General

The following paragraphs more fully discuss the significant highlights, changes and trends as they relate to the Company’s financial condition, results of operations, liquidity and capital resources as of December 31, 2015 and 2014, and during the three-year period ended December 31, 2015. This discussion should be read in conjunction with the Consolidated Financial Statements and Notes to the Consolidated Financial Statements, which are included elsewhere in this report.

Forward-Looking Statements

This report may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to such matters as 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,”

See accompanying notes to consolidated financial statements.

4

“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 results discussed in the forward-looking statements include, but are not limited to, changes in financial markets or national or local economic conditions; sustained weakness or deterioration in the real estate market; volatility and direction of market interest rates; credit risks of lending activities; changes in the allowance for loan losses; legislation or regulatory changes or actions; increases in FDIC insurance premiums and assessments; changes in tax laws; failure of or breach in our information and data processing systems; unforeseen litigation; increased competition in our market area; failures to manage growth and/or effectively integrate acquisitions; and other risks identified from time-to-time in the Company’s other public documents on file with the Securities and Exchange Commission.

The forward-looking statements included in this report are only made as of the date of this report, and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances, except as required by law.

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements, and the purpose of this section is to secure the use of the safe harbor provisions.

Financial Condition

At December 31, 2015, the Company’s total assets were $1,315,041, compared to $1,213,191 at December 31, 2014. The increase in assets is primarily the result of the acquisition of the TCNB offices in March. Other factors contributing to the change in assets are discussed in the following sections.

At $987,166, net loans increased from December 31, 2014 by 9.6%. The increase in net loans was spread across most segments and resulted primarily from the acquisition of net loans totaling $76,444 from TCNB. Real Estate Construction loans and Farm Real Estate loans declined in balance from December 31, 2014. Commercial & Agriculture loans increased $11,137, with a total of $13,799 of these loans being acquired as part of the TCNB acquisition. Commercial Real Estate – Owner Occupied loans increased $24,883, with a total of $23,029 of these loans being acquired as part of the TCNB acquisition. Commercial Real Estate - Non-Owner Occupied loans increased $39,773, with a total of $13,411 of these loans being acquired as part of the TCNB acquisition. Residential Real Estate loans increased $21,801, with a total of $17,541 of these loans being acquired as part of the TCNB acquisition. Real estate construction loans decreased $6,554, with a total of $3,863 of these loans being acquired as part of the TCNB acquisition. Farm Real Estate loans decreased $6,980, with a total of $397 of these loans being acquired as part of the TCNB acquisition. Consumer and other loans increased $2,610, with a total of $4,404 of these loans being acquired as part of the TCNB acquisition.

Securities available for sale decreased by $1,656, or 0.8%, from $197,905 at December 31, 2014 to $196,249 at December 31, 2015. U.S. Treasury securities and obligations of U.S. government agencies decreased $1,965, from $42,902 at December 31, 2014 to $40,937 at December 31, 2015. Obligations of states and political subdivisions available for sale increased $4,131 from 2014 to 2015. Mortgage-backed securities decreased by $3,869 to total $62,573 at December 31, 2015. The Company continues to utilize letters of credit from the Federal Home Loan Bank (FHLB) to replace maturing securities that were pledged for public entities. As of December 31, 2015, the Company was in compliance with all pledging requirements.

See accompanying notes to consolidated financial statements.

5

Mortgage-backed securities totaled $62,573 at December 31, 2015 and none were considered unusual or “high risk” securities as defined by regulatory authorities. Of this total, $50,599 consisted of pass-through securities issued by the Federal National Mortgage Association (“FNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”), and Government National Mortgage Association (“GNMA”), and $11,975 was collateralized by mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA. The average interest rate of the mortgage-backed portfolio at December 31, 2015 was 2.9%. The average maturity at December 31, 2015 was approximately 3.8 years. The Company has not invested in any derivative securities.

Securities available for sale had a fair value at December 31, 2015 of $196,249. This fair value includes unrealized gains of approximately $5,820 and unrealized losses of approximately $434. Net unrealized gains totaled $5,386 on December 31, 2015 compared to net unrealized gains of $5,653 on December 31, 2014. The change in unrealized gains is primarily due to changes in market interest rates. Note 3 to the Consolidated Financial Statements provides additional information on unrealized gains and losses.

Premises and equipment, net of accumulated depreciation, increased $2,544 from December 31, 2014 to December 31, 2015. The increase is attributed to the acquisition of TCNB assets of $1,738, consisting of branch offices and equipment within those branches. The Company has purchased the land and has plans to build a new branch office in Sandusky, Ohio in 2016. At December 31, 2015, construction in progress totaled $644. The remaining difference is attributed to new purchases of $1,355, offset by depreciation of $1,193.

Other assets increased $1,252 from December 31, 2014 to December 31, 2015. The increase is primarily the result of increases in the Company’s low income housing investment, bank owned life insurance, swap assets and deferred tax assets.

Year-end deposit balances totaled $1,052,033 in 2015 compared to $968,918 in 2014, an increase of $83,115, or 8.6%. Overall, the increase in deposits at December 31, 2015 compared to December 31, 2014 included increases in noninterest bearing demand deposits of $49,914, or 19.9%, statement and passbook savings accounts of $45,207, or 14.2%, offset in part by declines in interest bearing demand accounts of $3,085, or 1.7% and certificate of deposit accounts of $8,862, or 4.6%. A primary factor of the increase in deposits can be attributed to the acquisition of TCNB, which added $18,263 of noninterest-bearing deposits and $68,606 of interest-bearing deposits. Average deposit balances for 2015 were $1,107,445 compared to $1,026,093 for 2014, an increase of 7.9%. Noninterest bearing deposits averaged $340,360 for 2015, compared to $297,003 for 2014, increasing $43,357, or 14.6%. Savings, NOW, and MMDA accounts averaged $543,986 for 2015 compared to $501,408 for 2014. Average certificates of deposit decreased $4,583 to total an average balance of $223,099 for 2015.

Borrowings from the Federal Home Loan Bank (“FHLB”) of Cincinnati were $71,200 at December 31, 2015. The detail of these borrowings can be found in Note 10 and Note 11 to the Consolidated Financial Statements. The balance increased $6,000 from $65,200 at year-end 2014. The change in balance is mainly the result of a short term advance used as overnight funding to support loan growth offset by a matured advance. The advance matured on March 11, 2015, in the amount of $5,000. This advance had a term of eighty-four months with a fixed rate of 2.84%. The advance was not replaced.

Civista offers repurchase agreements in the form of sweep accounts to commercial checking account customers. These repurchase agreements totaled $25,040 at December 31, 2015 compared to $21,613 at December 31, 2014. U.S. Treasury securities and obligations of U.S. government agencies maintained under Civista’s control are pledged as collateral for the repurchase agreements. The detail related to these repurchase agreements can be found in Note 12 to the Consolidated Financial Statements

See accompanying notes to consolidated financial statements.

6

Total shareholders’ equity increased $9,264, or 8.0% during 2015 to $125,173. The change in shareholders’ equity resulted from net income of $12,745, offset by preferred dividends and common dividends of $1,577 and $1,562, respectively, and the decreased market value of securities available for sale, net of tax, of $176 and an increase in the Company’s pension liability, net of tax of $272. Additionally, $106 was recognized as stock-based compensation in connection with the grant of restricted common shares. For further explanation of these items, see Note 1, Note 15 and Note 16 to the Consolidated Financial Statements. The Company paid $0.20 per common share in dividends in 2015 compared to $0.19 per common share in dividends in 2014. Total outstanding common shares at December 31, 2015 were 7,843,578. Total outstanding common shares at December 31, 2014 were 7,707,917. The increase in common shares outstanding is the result of the conversion of 928 of the Company’s previously issued preferred shares into 118,678 common shares and the grant of 16,983 restricted common shares to certain officers under the Company’s 2014 Incentive Plan. The ratio of total shareholders’ equity to total assets was 9.5% and 9.6%, respectively, at December 31, 2015 and December 31, 2014.

Results of Operations

The operating results of the Company are affected by general economic conditions, the monetary and fiscal policies of federal agencies and the regulatory policies of agencies that regulate financial institutions. The Company’s cost of funds is influenced by interest rates on competing investments and general market rates of interest. Lending activities are influenced by the demand for real estate loans and other types of loans, which in turn is affected by the interest rates at which such loans are made, general economic conditions and the availability of funds for lending activities.

The Company’s net income primarily depends on its net interest income, which is the difference between the interest income earned on interest-earning assets, such as loans and securities, and interest expense incurred on interest-bearing liabilities, such as deposits and borrowings. The level of net interest income is dependent on the interest rate environment and the volume and composition of interest-earning assets and interest-bearing liabilities. Net income is also affected by provisions for loan losses, service charges, gains on the sale of assets, other income, noninterest expense and income taxes.

Comparison of Results of Operations for the Years Ended December 31, 2015 and December 31, 2014

Net Income

The Company’s net income for the year ended December 31, 2015 was $12,745, compared to $9,528 for the year ended December 31, 2014. The change in net income was the result of the items discussed in the following sections.

Net Interest Income

Net interest income for 2015 was $47,392, an increase of $5,526, or 13.2%, from 2014. Average earning assets increased 8.3% from 2014. Although market rates in 2015 remained at record lows, interest income increased $4,731, primarily due to increased loan volume. In addition, interest expense on interest-bearing liabilities decreased $795. The Company continually examines its rate structure to ensure that its interest rates are competitive and reflective of the current rate environment in which it competes. A change in the mix of deposits from certificates of deposit to non-maturing deposits also contributed to the decline in interest expense.

Total interest income increased $4,731, or 10.3%, from 2014. The increase was mainly a result of an increase in loan volume. Average loans increased $107,043 from 2014 to 2015. The yield on the Company’s loan portfolio declined 1 basis points from 2014. While the average balance of the securities portfolio for 2015 compared to 2014 decreased $2,687, this was primarily due to the Company not

See accompanying notes to consolidated financial statements.

7

replacing matured securities. Interest earned on the security portfolio, including bank stocks, decreased mainly due to decreases in yield. Average balances in interest-bearing deposits in other banks decreased in 2015 by $9,182.

Total interest expense decreased $795, or 19.4%, for 2015 compared to 2014. The decrease in interest expense can be attributed to declines in market rates and the corresponding repricing of deposits and other sources of funding. The total average balance of interest-bearing liabilities increased $50,069 while the average rate decreased 13 basis points in 2015. Average interest-bearing deposits increased $37,995 from 2014 to 2015. While average balances in interest-bearing deposits increased, the average balance in time deposits declined $4,583 and the rate on time deposits declined approximately 9 basis points, which caused interest expense on deposits to decrease by $205. Interest expense on FHLB borrowings decreased $573 due to a decline in rate of 203 basis points. The average balance in FHLB borrowings increased. The increase in FHLB borrowings is due to an increase in overnight borrowings, which are paying a low interest rate. The average balance in subordinated debentures did not change from 2014 to 2015, but the rate on these securities decreased 6 basis points, resulting in a decrease in interest expense of $17. Repurchase agreements increased $327 in average balance from 2014 to 2015.

Refer to “Distribution of Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential” and “Changes in Interest Income and Interest Expense Resulting from Changes in Volume and Changes in Rate” on pages 14 through 16 for further analysis of the impact of changes in interest-bearing assets and liabilities on the Company’s net interest income.

Provision and Allowance for Loan Losses

The following table contains information relating to the provision for loan losses, activity in and analysis of the allowance for loan losses as of and for each of the three years in the period ended December 31.

	As of and for year
	ended December 31,
	2015			2014			2013
Net loan charge-offs	$	1,107		$	3,760		$	4,314
Provision for loan losses charged to expense		1,200			1,500			1,100
Net loan charge-offs as a percent of average outstanding loans		0.11	%		0.43	%		0.53	%
Allowance for loan losses	$	14,361		$	14,268		$	16,528
Allowance for loan losses as a percent of year-end outstanding loans		1.43	%		1.56	%		1.92	%
Impaired loans	$	7,485		$	11,149		$	18,057
Impaired loans as a percent of gross year-end loans (1)		0.75	%		1.22	%		2.10	%
Nonaccrual and 90 days or more past due loans	$	9,890		$	13,576		$	20,459
Nonaccrual and 90 days or more past due loans as a percent of gross year-end loans (1)		0.99	%		1.48	%		2.38	%

(1) Nonperforming loans and impaired loans are defined differently. Some loans may be included in both categories, whereas other loans may only be included in one category. A loan is considered nonaccrual if it is maintained on a cash basis because of deterioration in the borrower’s financial condition, where payment in full of principal or interest is not expected and where the principal and interest have been in default for 90 days, unless the asset is both well-secured and in process of collection. A loan is considered impaired when it is probable that all of the interest and principal due will not be collected according to the terms of the original contractual agreement.

See accompanying notes to consolidated financial statements.

8

The Company’s policy is to maintain the allowance for loan losses at a level sufficient to provide for probable losses incurred in the current portfolio. The Company provides for loan losses through regular provisions to the allowance for loan losses. The amount of the provision is affected by loan charge-offs, recoveries and changes in specific and general allocations required for the allowance for loan losses. Provisions for loan losses totaled $1,200, $1,500 and $1,100 in 2015, 2014 and 2013, respectively. Management believes the analysis of the allowance for loan losses supported a reserve of $14,361 at December 31, 2015.

The Company’s provision for loan losses decreased $300 during 2015. The decrease in provision for loan losses is related to the decrease in the specific reserve required for loans and a decrease in net charge-offs compared to a year ago. A number of factors impact the provisions for loan losses, such as the level of higher risk loans in the portfolio, changes in practices related to loans, changes in collateral values and other factors. We continue to actively manage this process and have provided to maintain the reserve at a level that assures adequate coverage ratios.

Efforts are continually made to analyze each segment of the loan portfolio and quantify risk to assure that reserves are appropriate for each segment and the overall portfolio. Management specifically evaluates loans that are impaired, which includes restructured loans, to estimate potential loss. This analysis includes a review of the loss migration calculation for all loan categories as well as fluctuations and trends in various risk factors that have occurred within the portfolios’ economic life cycle. The analysis also includes assessment of qualitative factors such as credit trends, unemployment trends, vacancy trends and loan growth. The composition and overall level of the loan portfolio and charge-off activity are also factors used to determine the amount of the allowance for loan losses.

Management analyzes each impaired commercial and commercial real estate loan with a balance of $350 or larger, on an individual basis and 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. In addition, loans held for sale and leases 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.

Noninterest Income

Noninterest income increased $404, or 2.9%, to $14,278 for the year ended December 31, 2015, from $13,874 for the comparable 2014 period. The increase was primarily due to increases in earnings on service charges of $451, gain on sale of loans of $447, ATM fees of $136 and gain on sale of other real estate owned of $155 which were partially offset by decreases in Trust fees of $307, tax refund processing fees of $324 and gain on sale of securities of $131.

Service charges increased primarily due to increases in business service charges and overdraft fees. Gain on sale of loans increased due to an increase in volume of loans sold, as well as an increase in the premium earned. ATM fee income increased due to increased interchange fees. Sales of other real estate owned resulted in recognized gains of $199 on the sale of 17 properties in 2015 compared to gains of $44 on the sale of 16 properties in 2014. The decrease in trust fee income is related to a general decrease in brokerage transactions. Tax refund processing fees decreased due to new fee structure in place during 2015. The new fee calls for a flat processing fee, whereas in 2014, the Company received a per transaction fee. Gain on the sale of securities decreased compared to the same period of 2014. Management, from time to time, will reposition the investment portfolio to match liquidity needs of the Company.

See accompanying notes to consolidated financial statements.

9

Noninterest Expense

Noninterest expense increased $1,394 or 3.4%, to $42,944 for the year ended December 31, 2015, from $41,550 for the comparable 2014 period. The increase was primarily due to increases in salaries, wages and benefits of $1,337, contracted data processing of $261 and professional services of $606 which were partially offset by decreases in, ATM expense of $132, marketing expense of $565 and repossession expense of $165.

Salaries, wages and benefits increased mainly due to an increase in salaries and 401(k) expenses. Salaries and related payroll taxes increased mainly due to annual pay increases and overtime related to the acquisition of TCNB, as well as the addition of TCNB employees. In 2015, the Company adopted a Safe Harbor 401(k) plan which increased the match paid to participants. Contracted data processing costs increased due to the cost of technology services and core processing costs related to the acquisition of TCNB. Professional services increased due to increased legal and audit fees relating to the acquisition of TCNB, increased recruiting expenses and increased legal expenses related to the Company’s filing of a Form S-3 shelf registration statement with the SEC and matters related to the Special Meeting of Shareholders held on November 4, 2015 for the purpose of voting to eliminate preemptive rights and cumulative voting in the election of directors, as well as the previously disclosed litigation related to a proposed sale of real estate that the Company owns near one of its branches. The decrease in ATM costs is due to vendor credits that began in the second quarter of 2015. Marketing costs decreased in 2015, as the Company incurred increased marketing expenses in 2014 as part of its rebranding effort. The decrease in repossession expense is the result of a general decrease in expenses related to repossessions.

Income Tax Expense

Federal income tax expense was $4,781 in 2015 compared to $3,162 in 2014. Federal income tax expense as a percentage of income was 27.3% in 2015 compared to 24.9% in 2014. A lower federal effective tax rate than the statutory rate of 34% is primarily due to tax-exempt interest income from state and municipal investments, municipal loans, income from BOLI and low income housing credits. Federal income tax expense increased in 2015 primarily due to an increase in pretax income, which also led to the increase in the effective tax rate in 2015.

Comparison of Results of Operations for the Years Ended December 31, 2014 and December 31, 2013

Net Income

The Company’s net income for the year ended December 31, 2014 was $9,528, compared to $6,179 for the year ended December 31, 2013. The change in net income was the result of the items discussed in the following sections.

Net Interest Income

Net interest income for 2014 was $41,866, an increase of $1,892, or 4.7%, from 2013. Average earning assets increased 4.7% from 2013. Although market rates in 2014 continued to decline, interest income increased $1,089, primarily due to increased loan volume. In addition, interest expense on interest-bearing liabilities decreased $803. The Company continually examines its rate structure to ensure that its interest rates are competitive and reflective of the current rate environment in which it competes. A change in the mix of deposits from certificates of deposit to non-maturing deposits also contributed to the decline in interest expense.

See accompanying notes to consolidated financial statements.

10

Total interest income increased $1,089, or 2.4%, from 2013. The increase was mainly a result of an increase in loan volume. Average loans increased $55,280 from 2013 to 2014. The yield on the Company’s loan portfolio declined 16 basis points from 2013. While the average balance of the securities portfolio for 2014 compared to 2013 decreased $2,725, this was primarily due to the Company not replacing matured securities. Interest earned on the security portfolio, including bank stocks, decreased mainly due to decreases in yield. Average balances in interest-bearing deposits in other banks decreased in 2014 by $1,780.

Total interest expense decreased $803, or 16.4%, for 2014 compared to 2013. The decrease in interest expense can be attributed to declines in market rates and the corresponding repricing of deposits and other sources of funding. The total average balance of interest-bearing liabilities decreased $9,126 while the average rate decreased 9 basis points in 2014. Average interest-bearing deposits decreased $2,688 from 2013 to 2014. The decrease in average interest-bearing deposits, mainly in time deposit accounts, coupled by a decline in rate on time deposits of approximately 13 basis points, caused interest expense on deposits to decrease by $496. Interest expense on FHLB borrowings decreased $343 due to a decrease in average balance of $5,462. The average balance in subordinated debentures did not change from 2013 to 2014, but the rate on these securities increased 13 basis points, resulting in an increase in interest expense of $37. Repurchase agreements decreased $990 in average balance from 2013 to 2014.

Refer to “Distribution of Assets, Liabilities and Shareholders’ Equity, Interest Rates and Interest Differential” and “Changes in Interest Income and Interest Expense Resulting from Changes in Volume and Changes in Rate” on pages 14 through 16 for further analysis of the impact of changes in interest-bearing assets and liabilities on the Company’s net interest income.

Provision and Allowance for Loan Losses

The following table contains information relating to the provision for loan losses, activity in and analysis of the allowance for loan losses as of and for each of the three years in the period ended December 31.

	As of and for year
	ended December 31,
	2014			2013			2012
Net loan charge-offs	$	3,760		$	4,314		$	7,915
Provision for loan losses charged to expense		1,500			1,100			6,400
Net loan charge-offs as a percent of average outstanding loans		0.43	%		0.53	%		1.01	%
Allowance for loan losses	$	14,268		$	16,528		$	19,742
Allowance for loan losses as a percent of year-end outstanding loans		1.56	%		1.92	%		2.42	%
Impaired loans	$	11,149		$	18,057		$	26,090
Impaired loans as a percent of gross year-end loans (1)		1.22	%		2.10	%		3.20	%
Nonaccrual and 90 days or more past due loans	$	13,576		$	20,459		$	29,935
Nonaccrual and 90 days or more past due loans as a percent of gross year-end loans (1)		1.48	%		2.38	%		3.67	%

(1) Nonperforming loans and impaired loans are defined differently. Some loans may be included in both categories, whereas other loans may only be included in one category. A loan is considered nonaccrual if it is maintained on a cash basis because of deterioration in the borrower’s financial condition, where payment in full of principal or interest is not expected and where the principal and interest have been in default for 90 days, unless the asset is both well-secured and in process of collection. A loan is considered impaired when it is probable that all of the interest and principal due will not be collected according to the terms of the original contractual agreement.

See accompanying notes to consolidated financial statements.

11

The Company’s policy is to maintain the allowance for loan losses at a level sufficient to provide for probable losses incurred in the current portfolio. The Company provides for loan losses through regular provisions to the allowance for loan losses. The amount of the provision is affected by loan charge-offs, recoveries and changes in specific and general allocations required for the allowance for loan losses. Provisions for loan losses totaled $1,500, $1,100 and $6,400 in 2014, 2013 and 2012, respectively. Management believes the analysis of the allowance for loan losses supported a reserve of $14,268 at December 31, 2014.

The Company’s provision for loan losses increased $400 during 2014 to support the final resolutions in certain problem loans, coupled with solid loan growth of 6.2%. A number of factors impact the provisions for loan losses, such as the level of higher risk loans in the portfolio, changes in practices related to loans, changes in collateral values and other factors. We continue to actively manage this process and have provided to maintain the reserve at a level that assures adequate coverage ratios.

Efforts are continually made to analyze each segment of the loan portfolio and quantify risk to assure that reserves are appropriate for each segment and the overall portfolio. Management specifically evaluates loans that are impaired, which includes restructured loans, to estimate potential loss. This analysis includes a review of the loss migration calculation for all loan categories as well as fluctuations and trends in various risk factors that have occurred within the portfolios’ economic life cycle. The analysis also includes assessment of qualitative factors such as credit trends, unemployment trends, vacancy trends and loan growth. The composition and overall level of the loan portfolio and charge-off activity are also factors used to determine the amount of the allowance for loan losses.

Management analyzes each impaired commercial and commercial real estate loan with a balance of $350 or larger, on an individual basis and 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. In addition, loans held for sale and leases 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.

Noninterest Income

Noninterest income increased $1,812, or 15.0%, to $13,874 for the year ended December 31, 2014, from $12,062 for the comparable 2013 period. The increase was primarily due to increases in earnings on trust fees of $503 and tax refund processing fees of $1,894 which were partially offset by decreases in service charge income of $200, gain on sale of securities of $91, income on Bank Owned Life Insurance (BOLI) of $63 and other income of $183.

Trust fees increased due to both an increase in assets valuations as well as an increase in accounts. Tax refund processing fees primarily increased due to added volume from the addition of vendors to the tax processing program. The decrease in service charges was the result of a decrease in overdraft fees. The decrease in gain on sale of securities was due to a recovery of a security previously written off. This recovery was posted in 2013. The decrease in BOLI income is due to lower yields received in the current year. The decrease in other income was primarily the result of lower fees related to our customer derivative program and lower gains recognized on the sale of fixed assets.

Sales of other real estate owned resulted in recognized gains of $44 on the sale of 16 properties in 2014 compared to gains of $120 on the sale of 25 properties in 2013.

See accompanying notes to consolidated financial statements.

12

Noninterest Expense

Noninterest expense decreased $1,834, or 4.2%, to $41,550 for the year ended December 31, 2014, from $43,384 for the comparable 2013 period. The decrease was primarily due to decreases in salaries, wages and benefits of $2,465, FDIC assessment of $103, state franchise tax of $242, amortization of intangible assets of $77 and repossession expense of $291 which were partially offset by increases in contracted data processing of $233, professional services of $178, equipment expense of $148, ATM expense of $156 and marketing expense of $549.

Salaries, wages and benefits decreased primarily due to a decrease in pension costs. As of April 2014, the Company has frozen its pension plan. Several large pension disbursements were made in 2013, triggering settlement expense of $2,251. While the plan still exists, no new participants will be added and no additional benefits will accrue. FDIC assessments decreased due to a decrease in assessment rates. State franchise taxes decreased due to a change made by the State of Ohio. In 2014, the state replaced its corporate franchise tax with the financial institutions tax (FIT). The new tax is based on equity capital, whereas, the corporate franchise tax was based on net worth. In addition, the new law lowered tax rates. The decrease in amortization of intangible assets is the result of a decline in scheduled amortization of intangible assets associated with mergers. The decrease in repossession expense is the result of a general decrease in expenses related to repossessions. Contracted data processing increased due to increases in cost of technology services. Professional services increased primarily due to merger expenses and a general increase in consulting fees. Equipment expenses increased due to a change in the Company’s capitalization policy in 2014. ATM expense increased due to increased vendor charges. Marketing expenses increased as a result of our efforts to unify our marketing approach in order to improve the impact of marketing dollars spent.

Income Tax Expense

Federal income tax expense was $3,162 in 2014 compared to $1,373 in 2013. Federal income tax expense as a percentage of income was 24.9% in 2014 compared to 18.2% in 2013. A lower federal effective tax rate than the statutory rate of 34% is primarily due to tax-exempt interest income from state and municipal investments, municipal loans, income from BOLI and low income housing credits. Federal income tax expense increased in 2014 primarily due to an increase in pretax income, which also led to the increase in the effective tax rate in 2014.

See accompanying notes to consolidated financial statements.

13

Distribution of Assets, Liabilities and Shareholders’ Equity;

Interest Rates and Interest Differential

The following table sets forth, for the years ended December 31, 2015, 2014 and 2013, the distribution of assets, including interest amounts and average rates of major categories of interest-earning assets and interest-bearing liabilities (Amounts in thousands):

	2015								2014								2013
	Average					Yield/			Average					Yield/			Average					Yield/
	balance			Interest		rate			balance			Interest		rate			balance			Interest		rate
Assets
Interest-earning assets:
Loans (1)(2)(3)(5)	$	981,475		$	44,784		4.57	%	$	874,432		$	40,032		4.58	%	$	819,152		$	38,776		4.74	%
Taxable securities (4)		139,762			3,232		2.31	%		150,510			3,443		2.31	%		157,930			3,763		2.42	%
Non-taxable securities (4)(5)		71,674			2,583		5.70	%		63,613			2,356		5.80	%		58,918			2,211		5.90	%
Interest-bearing deposits in other banks		44,647			102		0.23	%		53,829			139		0.26	%		55,609			131		0.24	%
Total interest income assets		1,237,558			50,701		4.23	%		1,142,384			45,970		4.15	%		1,091,609			44,881		4.24	%
Noninterest-earning assets:
Cash and due from financial institutions		34,616								35,784								25,203
Premises and equipment, net		16,081								15,262								16,862
Accrued interest receivable		4,476								4,242								4,288
Intangible assets		28,568								24,122								24,464
Other assets		10,181								9,133								10,626
Bank owned life insurance		19,854								19,379								18,856
Less allowance for loan losses		(14,689	)							(15,900	)							(19,089	)
Total	$	1,336,645							$	1,234,406							$	1,172,819

(1) For purposes of these computations, the daily average loan amounts outstanding are net of unearned income and include loans held for sale.

(2) Included in loan interest income are loan fees of $542 in 2015, $387 in 2014 and $368 in 2013.

(3) Non-accrual loans are included in loan totals and do not have a material impact on the analysis presented.

(4) Average balance is computed using the carrying value of securities. The average yield has been computed using the historical amortized cost average balance for available-for-sale securities.

(5) Interest yield is calculated using the tax-equivalent adjustment.

See accompanying notes to consolidated financial statements.

14

Distribution of Assets, Liabilities and Shareholders’ Equity;

Interest Rates and Interest Differential (Continued)

The following table sets forth, for the years ended December 31, 2015, 2014 and 2013, the distribution of liabilities and shareholders’ equity, including interest amounts and average rates of major categories of interest-earning assets and interest-bearing liabilities (Amounts in thousands):

	2015							2014							2013
Liabilities and	Average				Yield/			Average				Yield/			Average				Yield/
Shareholders’ Equity	balance		Interest		rate			balance		Interest		rate			balance		Interest		rate
Interest-bearing liabilities:
Savings and interest- bearing demand accounts	$	543,986	$	422		0.08	%	$	501,408	$	376		0.07	%	$	485,054	$	401		0.08	%
Certificates of deposit		223,099		1,665		0.75	%		227,682		1,916		0.84	%		246,724		2,387		0.97	%
Federal Home Loan Bank advances		45,551		442		0.97	%		33,831		1,015		3.00	%		39,293		1,358		3.46	%
Securities sold under repurchase agreements		20,086		20		0.10	%		19,759		20		0.10	%		20,749		21		0.10	%
Federal funds purchased		68		—		0.00	%		41		—		0.00	%		27		—		0.00	%
Subordinated debentures		29,427		760		2.58	%		29,427		777		2.64	%		29,427		740		2.51	%
Total interest- bearing liabilities		862,217		3,309		0.38	%		812,148		4,104		0.51	%		821,274		4,907		0.60	%
Noninterest-bearing liabilities:
Demand deposits		340,360							297,003							233,592
Other liabilities		13,718							10,989							14,390
		354,078							307,992							247,982
Shareholders’ equity		120,350							114,266							103,563
Total	$	1,336,645						$	1,234,406						$	1,172,819
Net interest income and interest rate spread (1)			$	47,392		3.84	%			$	41,866		3.64	%			$	39,974		3.64	%
Net interest margin (2)						3.96	%						3.79	%						3.79	%

(1) Interest rate spread is calculated by subtracting the rate on average interest-bearing liabilities from the yield on average interest-earning assets.

(2) Net interest margin is calculated by dividing tax-equivalent adjusted net interest income by average interest-earning assets.

See accompanying notes to consolidated financial statements.

15

Changes in Interest Income and Interest Expense

Resulting from Changes in Volume and Changes in Rate

The following table sets forth, for the periods indicated, a summary of the changes in interest income and interest expense resulting from changes in volume and changes in rate (Amounts in thousands):

	Increase (decrease) due to:
	Volume(1)			Rate(1)			Net
2015 compared to 2014
Interest income:
Loans	$	4,885		$	(133	)	$	4,752
Taxable securities		(252	)		41			(211	)
Nontaxable securities		304			(77	)		227
Interest-bearing deposits in other banks		(22	)		(15	)		(37	)
Total interest income	$	4,915		$	(184	)	$	4,731
Interest expense:
Savings and interest-bearing demand accounts	$	33		$	13		$	46
Certificates of deposit		(38	)		(213	)		(251	)
Federal Home Loan Bank advances		271			(844	)		(573	)
Securities sold under repurchase agreements		—			—			—
Subordinated debentures		—			(17	)		(17	)
Total interest expense	$	266		$	(1,061	)	$	(795	)
Net interest income	$	4,649		$	877		$	5,526
2014 compared to 2013
Interest income:
Loans	$	2,562		$	(1,306	)	$	1,256
Taxable securities		(176	)		(144	)		(320	)
Nontaxable securities		273			(128	)		145
Interest-bearing deposits in other banks		(4	)		12			8
Total interest income	$	2,655		$	(1,566	)	$	1,089
Interest expense:
Savings and interest-bearing demand accounts	$	13		$	(38	)	$	(25	)
Certificates of deposit		(175	)		(296	)		(471	)
Federal Home Loan Bank advances		(176	)		(167	)		(343	)
Securities sold under repurchase agreements		(1	)		—			(1	)
Subordinated debentures		—			37			37
Total interest expense	$	(339	)	$	(464	)	$	(803	)
Net interest income	$	2,994		$	(1,102	)	$	1,892

(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.

See accompanying notes to consolidated financial statements.

16

Liquidity and Capital Resources

Civista maintains a conservative liquidity position. All securities are classified as available for sale. At December 31, 2015, securities with maturities of one year or less, totaled $5,078, or 2.6%, of the total security portfolio. The available for sale portfolio helps to provide Civista with the ability to meet its funding needs. The Consolidated Statements of Cash Flows contained in the Consolidated Financial Statements detail the Company’s cash flows from operating activities resulting from net earnings.

Cash from operations for 2015 was $15,073. The primary additions to cash from operating activities are from changes in amortization of intangible assets, amortization of securities net of accretion, the provision for loan losses, depreciation and proceeds from sale of loans. The primary use of cash from operating activities is from loans originated for sale. Cash used for investing activities was $11,904 in 2015. Security and property and equipment purchases along with loans to customers and purchased loans were offset by security maturities. Cash from financing activities in 2015 totaled $2,534. A major source of cash for financing activities is short-term borrowings from the FHLB. In 2015, the Company borrowed additional funds from the FHLB in overnight funds of $11,000. The primary uses of cash in financing activities include payment of dividends, repayment of FHLB advances and a decrease in the net change in deposits. Cash and cash equivalents increased from $29,858 at December 31, 2014 to $35,561 at December 31, 2015.

Future loan demand of Civista can be funded by increases in deposit accounts, proceeds from payments on existing loans, the maturity of securities, the issuances of trust preferred obligations, 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. As of December 31, 2015, Civista had total credit availability with the FHLB of $132,054 of which $71,200 was outstanding.

On a separate entity basis, CBI’s primary source of funds is dividends paid primarily by Civista. Generally, subject to applicable minimum capital requirements, Civista may declare a dividend without the approval of the Federal Reserve Bank of Cleveland and the State of Ohio Department of Commerce, Division of Financial Institutions, provided the total dividends in a calendar year do not exceed the total of its profits for that year combined with its retained profits for the two preceding years. At December 31, 2015, Civista was able to pay dividends to CBI without obtaining regulatory approval. During 2015, Civista paid dividends totaling $14,226 to CBI. This represented approximately 97 percent of Civista’s earnings for the year.

In addition to the restrictions placed on dividends by banking regulations, the Company is subject to restrictions on the payment of dividends as a result of the Company’s issuance of 1,000,000 depositary shares, each representing a 1/40th ownership interest in a Series B Preferred Share, of the Company on December 19, 2013. Under the terms of the Series B Preferred Shares, no dividends may be declared or paid on the common shares of the Company during any calendar quarter unless full dividends on the Series B Preferred Shares (and, therefore, the depositary shares) have been declared for that quarter and all dividends previously declared on the Series B Preferred Shares (and, therefore, the depositary shares) have been paid in full.

See accompanying notes to consolidated financial statements.

17

The Company manages its liquidity and capital through quarterly Asset/Liability Management Committee (ALCO) meetings. The ALCO discusses issues like those in the above paragraphs as well as others that will affect the future liquidity and capital position of the Company. The ALCO also examines interest rate risk and the effect that changes in rates will have on the Company. For more information about interest rate risk, please refer to the “Quantitative and Qualitative Disclosures about Market Risk” section.

Capital Adequacy

Shareholders’ equity totaled $125,173 at December 31, 2015 compared to $115,909 at December 31, 2014. The increase in shareholders’ equity resulted primarily from net income of $12,745, which was offset by dividends on preferred shares and common shares of $1,577 and $1,562, respectively.

During the first quarter of 2015, the Company adopted the new BASEL III regulatory capital framework as approved by the federal banking agencies. In addition to the existing regulatory capital rules, the final BASEL III rules also require the Company to now maintain minimum amounts and ratios of Common Equity Tier 1 (“CET1”) Capital to risk-weighted assets (as these terms are defined in the BASEL III rules). Under the BASEL III rules, the Company elected to opt-out of including accumulated other comprehensive income in regulatory capital. For December 31, 2014, the Company’s regulatory capital ratios were calculated under BASEL I rules because the BASEL III rules were not yet effective and, thus, the Common Equity Tier 1 Capital ratio was not required. All of the Company’s capital ratios exceeded the regulatory minimum guidelines as of December 31, 2015 and December 31, 2014 as identified in the following table:

	Total Risk Based Capital	Tier I Risk Based Capital	CET1 Risk Based Capital	Leverage Ratio
Company Ratios - December 31, 2015	14.0%	12.7%	7.6%	10.0%
Company Ratios - December 31, 2014	14.7%	13.4%	N/A	10.3%
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%

Common equity for the CET1 risk-based capital ratio includes common stock (plus related surplus) and retained earnings, plus limited amounts of minority interests in the form of common stock, less the majority of certain regulatory deductions.

Tier 1 capital includes common equity as defined for the CET1 risk-based capital ratio, plus certain non-cumulative preferred stock and related surplus, cumulative preferred stock and related surplus and trust preferred securities that have been grandfathered (but which are not permitted going forward), and limited amounts of minority interests in the form of additional Tier 1 capital instruments, less certain deductions.

Tier 2 capital, which can be included in the total capital ratio, includes certain capital instruments (such as subordinated debt) and limited amounts of the allowance for loan and lease losses, subject to new eligibility criteria, less applicable deductions.

The deductions from CET1 capital include goodwill and other intangibles, certain deferred tax assets, mortgage-servicing assets above certain levels, gains on sale in connection with a securitization, investments in a banking organization’s own capital instruments and investments in the capital of unconsolidated financial institutions (above certain levels). The deductions phase in from 2015 through 2019.

See accompanying notes to consolidated financial statements.

18

Under applicable regulatory guidelines, capital is compared to the relative risk related to the balance sheet. To derive the risk included in the balance sheet, one of several risk weights is applied to different balance sheet and off-balance sheet assets, primarily based on the relative credit risk of the counterparty. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Some of the risk weightings have been changed effective January 1, 2015.

The new regulatory capital rules and regulations also place restrictions on the payment of capital distributions, including dividends, and certain discretionary bonus payments to executive officers if the company does not hold a capital conservation buffer of greater than 2.5 percent composed of common equity tier 1 capital above its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5 percent at the beginning of the quarter. The capital conservation buffer phases in starting on January 1, 2016, at 0.625%. The implementation of Basel III is not expected to have a material impact on CBI’s or Civista’ capital ratios.

Effects of Inflation

The Company’s balance sheet is typical of financial institutions and reflects a net positive monetary position whereby monetary assets exceed monetary liabilities. Monetary assets and liabilities are those which can be converted to a fixed number of dollars and include cash assets, securities, loans, money market instruments, deposits and borrowed funds.

During periods of inflation, a net positive monetary position may result in an overall decline in purchasing power of an entity. No clear evidence exists of a relationship between the purchasing power of an entity’s net positive monetary position and its future earnings. Moreover, the Company’s ability to preserve the purchasing power of its net positive monetary position will be partly influenced by the effectiveness of its asset/liability management program. As part of the asset/liability management process, management reviews and monitors information and projections on inflation as published by the Federal Reserve Board and other sources. This information speaks to inflation as determined by its impact on consumer prices and also the correlation of inflation and interest rates. This information is but one component in an asset/liability management process designed to limit the impact of inflation on the Company. Management does not believe that the effect of inflation on its nonmonetary assets (primarily bank premises and equipment) is material as such assets are not held for resale and significant disposals are not anticipated.

Fair Value of Financial Instruments

The Company has disclosed the fair value of its financial instruments at December 31, 2015 and 2014 in Note 17 to the Consolidated Financial Statements. The fair value of loans at December 31, 2015 was 100.0% of the carrying value compared to 100.8% at December 31, 2014. The fair value of deposits was 100.1% of the carrying value at December 31, 2015 and December 31, 2014.

See accompanying notes to consolidated financial statements.

19

Contractual Obligations

The following table represents significant fixed and determinable contractual obligations of the Company as of December 31, 2015.

	One year		One to		Three to		Over five
Contractual Obligations	or less		three years		five years		years		Total
Deposits without a stated maturity	$	840,984	$	—	$	—	$	—	$	840,984
Certificates of deposit and IRAs		124,120		67,610		18,822		497		211,049
FHLB advances, securities sold under agreements to repurchase and U.S. Treasury interest-bearing demand note		78,740		12,500		5,000		—		96,240
Subordinated debentures (1)		—		—		—		29,427		29,427
Operating leases		529		799		311		—		1,639

(1) The subordinated debentures consist of $2,000, $2,500, $5,000, $7,500, and $12,500 debentures.

The Company has retail repurchase agreements with clients within its local market areas. These borrowings are collateralized with securities owned by the Company. See Note 12 to the Consolidated Financial Statements for further detail. The Company also has a cash management advance line of credit and outstanding letters of credit with the FHLB. For further discussion, refer to Note 10 and Note 11 to the Consolidated Financial Statements.

See accompanying notes to consolidated financial statements.

20

Quantitative and Qualitative Disclosures about Market Risk

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

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

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

The Federal Reserve Board, together with the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation, adopted a Joint Agency Policy Statement on interest-rate risk, effective June 26, 1996. The policy statement provides guidance to examiners and bankers on sound practices for managing interest-rate risk, which will form the basis for ongoing evaluation of the adequacy of interest-rate risk management at supervised institutions. The policy statement also outlines fundamental elements of sound management that have been identified in prior Federal Reserve guidance and discusses the importance of these elements in the context of managing interest-rate risk. Specifically, 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.

See accompanying notes to consolidated financial statements.

21

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.

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. 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 refund its obligations at new, lower rates. The Company does not have significant derivative financial instruments and does not intend to purchase a significant amount of such instruments in the near future. 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. Also, FHLB advances and wholesale borrowings may be used as important sources of liquidity for the Company.

The following table provides information about the Company’s financial instruments that are sensitive to changes in interest rates as of December 31, 2015 and 2014, based on certain prepayment and account decay assumptions that management believes are reasonable. The Company had derivative financial instruments as of December 31, 2015 and 2014. The changes in fair value of the assets and liabilities of the underlying contracts offset each other. For more information about derivative financial instruments see Note 24 to the Consolidated Financial Statements. 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
	December 31, 2015							December 31, 2014
Change in	Dollar		Dollar		Percent			Dollar		Dollar		Percent
Rates	Amount		Change		Change			Amount		Change		Change
+200bp	$	188,643	$	25,222		15	%	$	160,744	$	14,829		10	%
+100bp		180,892		17,471		11	%		155,452		9,537		7	%
Base		163,421		—		—			145,915		—		—
-100bp		163,804		383		0	%		151,829		5,914		4	%

The change in net portfolio value from December 31, 2014 to December 31, 2015, can be attributed to three factors. The yield curve has seen a slight upward, nearly parallel, shift since the end of 2014. The Company also completed an acquisition in the first quarter of the year, which directly impacted the base level. Finally, both the mix of assets and funding sources has changed. The mix of assets has shifted toward loans and away from securities, which tends to reduce volatility. The funding mix shifted from CDs to deposits and borrowed money, which tends to increase volatility. The acquisition, along with the shifts in mixes, led to an increase in the base. Further, projected movements in rates up will lead to larger changes in market values, compared to a year ago. The change in the rates up scenarios for both the 100 and 200 basis point movements would lead to a faster decrease in the fair value of liabilities, compared to assets. Accordingly we would see an increase in the net portfolio value. A downward change in rates would lead to a small increase in the net portfolio value as the fair value of assets would increase more quickly than the fair value of liabilities.

See accompanying notes to consolidated financial statements.

22

Critical 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.

Note 1 and Note 5 to the Consolidated Financial Statements provide additional information regarding Allowance for Loan Losses.

Goodwill: The Company performs an annual evaluation of goodwill for impairment, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Management performed an evaluation of the Company’s goodwill during the fourth quarter of 2015. In performing its evaluation, management obtained several commonly used financial ratios from pending and completed purchase transactions for banks based in the Midwest. Management used these ratios to determine an implied fair value for the Company. The implied fair value exceeded the carrying value including goodwill. Therefore management concluded that goodwill was not impaired and made no adjustment in 2015.

Other-Than-Temporary Impairment of Investment Securities: The Company performs a quarterly valuation to determine if a decline in the value of an investment security is other than temporary. Although the term “other than temporary” is not intended to indicate that the decline is permanent, it does indicate that the prospects for a near-term recovery of value are not necessarily favorable, or that there is lack of evidence to support fair values equal to or greater than the carrying value of the investment. Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized. Management utilizes criteria such as the magnitude and duration of the decline, in addition to the reasons underlying the decline, to determine whether the loss in value is other than temporary.

Pension Benefits: Pension costs and liabilities are dependent on assumptions used in calculating such amounts. These assumptions include discount rates, benefits earned, interest costs, expected return on plan assets, mortality rates, and other factors. In accordance with GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense and the recorded obligation of future periods. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the Company’s pension obligations and future expense. Our pension benefits are described further in Note 15 of the “Notes to Consolidated Financial Statements.”

See accompanying notes to consolidated financial statements.

23

Management’s Report on Internal Control over Financial Reporting

We, as management of Civista Bancshares, Inc., are responsible for establishing and maintaining effective internal control over financial reporting that is designed to produce reliable financial statements in conformity with United States generally accepted accounting principles. The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by management and tested for reliability through a program of internal audits. Actions are taken to correct potential deficiencies as they are identified. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.

Management assessed the Company’s system of internal control over financial reporting as of December 31, 2015, in relation to criteria for effective internal control over financial reporting as described in “2013 Internal Control – Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concludes that, as of December 31, 2015, its system of internal control over financial reporting is effective and meets the criteria of the “2013 Internal Control – Integrated Framework”. S.R. Snodgrass, P.C., independent registered public accounting firm, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015.

Management is responsible for compliance with the federal and state laws and regulations concerning dividend restrictions and federal laws and regulations concerning loans to insiders designated by the FDIC as safety and soundness laws and regulations.

Management has assessed compliance by the Company with the designated laws and regulations relating to safety and soundness. Based on the assessment, management believes that the Company complied, in all significant respects, with the designated laws and regulations related to safety and soundness for the year ended December 31, 2015.

James O. Miller	Todd A. Michel
President, Chief Executive Officer,	Senior Vice President, Controller
Chairman of the Board
Sandusky, Ohio
March 15, 2016

See accompanying notes to consolidated financial statements.

24

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

Board of Directors and Stockholders

Civista Bancshares, Inc.

Sandusky, Ohio

We have audited Civista Bancshares, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013. Civista Bancshares, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (b) provide reasonable assurance that transactions are recorded, as necessary, to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Civista Bancshares, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework issued by COSO in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Civista Bancshares Inc. and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015, and our report dated March 15, 2016, expressed an unqualified opinion.

Wexford, Pennsylvania

March 15, 2016

See accompanying notes to consolidated financial statements.

25

Report of Independent Registered Public Accounting Firm on Financial Statements

Board of Directors and Stockholders

Civista Bancshares, Inc.

Sandusky, Ohio

We have audited the accompanying consolidated balance sheets of Civista Bancshares, Inc. and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015. These consolidated financial statements are the responsibility of Civista Bancshares, Inc.’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Civista Bancshares, Inc. and subsidiaries as of December 31, 2015 and 2014, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Civista Bancshares, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 15, 2016, expressed an unqualified opinion on the effectiveness of Civista Bancshares, Inc.’s internal control over financial reporting.

Wexford, Pennsylvania

March 15, 2016

See accompanying notes to consolidated financial statements.

26

CIVISTA BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS

December 31, 2015 and 2014

(Amounts in thousands, except share data)

	2015			2014
ASSETS
Cash and due from financial institutions	$	35,561		$	29,858
Securities available for sale		196,249			197,905
Loans held for sale		2,698			2,410
Loans, net of allowance of $14,361 and $14,268		987,166			900,589
Other securities		13,452			12,586
Premises and equipment, net		16,944			14,400
Accrued interest receivable		3,902			3,852
Goodwill		27,095			21,720
Other intangible assets		2,409			2,025
Bank owned life insurance		20,104			19,637
Other assets		9,461			8,209
Total assets	$	1,315,041		$	1,213,191
LIABILITIES
Deposits
Noninterest-bearing	$	300,615		$	250,701
Interest-bearing		751,418			718,217
Total deposits		1,052,033			968,918
Federal Home Loan Bank advances		71,200			65,200
Securities sold under agreements to repurchase		25,040			21,613
Subordinated debentures		29,427			29,427
Accrued expenses and other liabilities		12,168			12,124
Total liabilities		1,189,868			1,097,282
SHAREHOLDERS’ EQUITY
Preferred stock, no par value, 200,000 shares authorized Series B Preferred stock, $1,000 liquidation preference, 24,072 shares issued at December 31, 2015 and 25,000 shares issued at December 31, 2014, net of issuance costs		22,273			23,132
Common stock, no par value, 20,000,000 shares authorized, 8,591,542 shares issued at December 31, 2015 and 8,455,881 shares issued at December 31, 2014		115,330			114,365
Accumulated earnings (deficit)		5,300			(4,306	)
Treasury stock, 747,964 shares at cost		(17,235	)		(17,235	)
Accumulated other comprehensive loss		(495	)		(47	)
Total shareholders’ equity		125,173			115,909
Total liabilities and shareholders’ equity	$	1,315,041		$	1,213,191

See accompanying notes to consolidated financial statements.

27

CIVISTA BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

	2015			2014		2013
Interest and dividend income
Loans, including fees	$	44,784		$	40,032	$	38,776
Taxable securities		3,232			3,443		3,763
Tax-exempt securities		2,583			2,356		2,211
Federal funds sold and other		102			139		131
Total interest and dividend income		50,701			45,970		44,881
Interest expense
Deposits		2,087			2,292		2,788
Federal Home Loan Bank advances		442			1,015		1,358
Subordinated debentures		760			777		740
Securities sold under agreements to repurchase		20			20		21
Total interest expense		3,309			4,104		4,907
Net interest income		47,392			41,866		39,974
Provision for loan losses		1,200			1,500		1,100
Net interest income after provision for loan losses		46,192			40,366		38,874
Noninterest income
Service charges		4,708			4,257		4,457
Net gain (loss) on sale of securities		(18	)		113		204
Net gain on sale of loans		1,106			659		753
ATM fees		1,986			1,850		1,740
Trust fees		2,823			3,130		2,627
Bank owned life insurance		467			492		555
Tax refund processing fees		2,000			2,324		430
Computer center item processing fees		267			260		248
Net gain on sale of other real estate owned		199			44		120
Other		740			745		928
Total noninterest income		14,278			13,874		12,062
Noninterest expense
Salaries, wages and benefits		23,630			22,293		24,758
Net occupancy expense		2,416			2,256		2,209
Equipment expense		1,503			1,421		1,273
Contracted data processing		1,821			1,560		1,327
FDIC Assessment		864			905		1,008
State franchise tax		847			888		1,130
Professional services		2,461			1,855		1,677
Amortization of intangible assets		711			769		846
ATM expense		674			806		650
Marketing expense		1,039			1,604		1,055
Repossession expense		508			673		964
Other operating expenses		6,470			6,520		6,487
Total noninterest expense		42,944			41,550		43,384
Income before income taxes		17,526			12,690		7,552
Income taxes		4,781			3,162		1,373
Net income		12,745			9,528		6,179
Preferred stock dividends		1,577			1,873		1,159
Net income available to common shareholders	$	11,168		$	7,655	$	5,020
Earnings per common share, basic	$	1.43		$	0.99	$	0.65
Earnings per common share, diluted	$	1.17		$	0.85	$	0.64

See accompanying notes to consolidated financial statements.

28

CIVISTA BANCSHARES, INC.

CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS

Years ended December 31, 2015, 2014 and 2013

(Amounts in thousands)

	2015			2014			2013
Net income	$	12,745		$	9,528		$	6,179
Other comprehensive income (loss):
Unrealized holding gains (loss) on available for sale securities		(267	)		5,134			(8,344	)
Tax effect		91			(1,745	)		2,836
Pension liability adjustment		(412	)		1,228			4,406
Tax effect		140			(417	)		(1,498	)
Total other comprehensive income (loss)		(448	)		4,200			(2,600	)
Comprehensive income	$	12,297		$	13,728		$	3,579

See accompanying notes to consolidated financial statements.

29

CIVISTA BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Years ended December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

																	Accumulated
											Accumulated						Other			Total
	Preferred Stock						Common Stock				(Deficit)			Treasury			Comprehensive			Shareholders’
	Shares			Amount			Shares		Amount		Earnings			Stock			Loss			Equity
Balance, December 31, 2012		23,184		$	23,184			7,707,917	$	114,365	$	(14,687	)	$	(17,235	)	$	(1,647	)	$	103,980
Net income												6,179									6,179
Other comprehensive loss																		(2,600	)		(2,600	)
Cash dividends ($0.15 per share)												(1,156	)								(1,156	)
Preferred stock dividends												(1,159	)								(1,159	)
Issuance of Series B preferred shares, net of issuance costs		25,000			23,132																23,132
Balance, December 31, 2013		48,184		$	46,316			7,707,917	$	114,365	$	(10,823	)	$	(17,235	)	$	(4,247	)	$	128,376
Net income												9,528									9,528
Other comprehensive income																		4,200			4,200
Redemption of Series A preferred stock		(23,184	)		(23,184	)						327									(22,857	)
Cash dividends ($0.19 per share)												(1,465	)								(1,465	)
Preferred stock dividends												(1,873	)								(1,873	)
Balance, December 31, 2014		25,000		$	23,132			7,707,917	$	114,365	$	(4,306	)	$	(17,235	)	$	(47	)	$	115,909
Net income												12,745									12,745
Other comprehensive loss																		(448	)		(448	)
Conversion of Series B preferred shares to common shares		(928	)		(859	)		118,678		859											—
Stock-based compensation								16,983		106											106
Cash dividends ($0.20 per share)												(1,562	)								(1,562	)
Preferred stock dividends												(1,577	)								(1,577	)
Balance, December 31, 2015		24,072		$	22,273			7,843,578	$	115,330	$	5,300		$	(17,235	)	$	(495	)	$	125,173

See accompanying notes to consolidated financial statements.

30

CIVISTA BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 2015, 2014 and 2013

(Amounts in thousands)

	2015			2014			2013
Cash flows from operating activities:
Net income	$	12,745		$	9,528		$	6,179
Adjustments to reconcile net income to net cash from operating activities
Security amortization, net		1,410			1,491			1,633
Depreciation		1,193			1,176			1,334
Amortization of intangible assets		711			769			846
Accretion of net deferred loan fees		(155	)		(123	)		(112	)
Net (gain) loss on sale of securities		18			(113	)		(204	)
Provision for loan losses		1,200			1,500			1,100
Loans originated for sale		(48,745	)		(31,206	)		(49,978	)
Proceeds from sale of loans		49,637			29,893			52,166
Net gain on sale of loans		(1,180	)		(659	)		(753	)
Net loss on sale of manufactured home loans		74			—			—
Net gain on sale of other real estate owned		(199	)		(44	)		(120	)
Gain on sale of fixed assets		—			(60	)		(107	)
Increase in cash surrender value of bank owned life insurance		(467	)		(492	)		(555	)
Decrease in prepaid FDIC Premium		—			—			1,775
Share-based compensation		106			—			—
Change in
Accrued interest payable		(11	)		(30	)		(29	)
Accrued interest receivable		144			29			(172	)
Deferred taxes		(410	)		11			1,362
Other, net		(998	)		3,216			(1,554	)
Net cash from operating activities		15,073			14,886			12,811
Cash flows used for investing activities:
Securities available for sale
Maturities, prepayments and calls		29,733			45,743			50,184
Sales		—			18,088			8,686
Purchases		(29,772	)		(58,367	)		(64,295	)
Redemption of Federal Reserve stock		138			—			143
Purchases of Federal Reserve stock		(288	)		(171	)		—
Redemption of FHLB stock		—			3,009			—
Net cash from acquisition		926			—			—
Net loan originations		(10,225	)		(53,562	)		(48,272	)
Loans purchased, installment		(4,774	)		(4,382	)		(1,898	)
Proceeds from sale of manufactured homes		3,492			—			—
Proceeds from sale of OREO properties		865			349			699
Premises and equipment purchases		(1,999	)		(485	)		(1,155	)
Proceeds from sale of premises and equipment		—			1,282			118
Net cash used for investing activities		(11,904	)		(48,496	)		(55,790	)

See accompanying notes to consolidated financial statements.

31

CIVISTA BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

Years ended December 31, 2015, 2014 and 2013

(Amounts in thousands)

	2015			2014			2013
Cash flows from financing activities:
Increase (decrease) in deposits		(3,754	)		26,443			16,086
Net change in short-term FHLB advances		11,000			42,700			—
Repayment of long-term FHLB advances		(5,000	)		(30,226	)		(2,535	)
Proceeds from long-term FHLB advances		—			15,000			—
Increase in securities sold under repurchase agreements		3,427			1,560			(3,166	)
Repayment of series A preferred stock		—			(22,857	)		—
Cash dividends paid		(3,139	)		(3,338	)		(2,315	)
Net proceeds from issuance of preferred stock		—			—			23,132
Net cash from financing activities		2,534			29,282			31,202
Increase (decrease) in cash and due from financial institutions		5,703			(4,328	)		(11,777	)
Cash and due from financial institutions at beginning of year		29,858			34,186			45,963
Cash and due from financial institutions at end of year	$	35,561		$	29,858		$	34,186
Supplemental disclosures of cash flow information:
Interest paid	$	3,315		$	4,134		$	4,936
Income taxes paid		3,650			1,745			1,010
Transfer of loans from portfolio to other real estate owned		222			691			280
Transfer of loans from portfolio to held for sale		—			—			4,756
Conversion of preferred stock to common stock		859			—			—
Acquisition of TCNB Financial Corp.
Noncash assets acquired:
Loans receivable	$	76,444
Other securities		716
Accrued interest receivable		194
Premises and equipment, net		1,738
Core deposit intangible		1,009
Other assets		472
Total non cash assets acquired		80,573
Liabilities assumed:
Deposits		86,869
Other liabilities		5
Total liabilities assumed		86,874
Net noncash liabilities acquired	$	6,301

See accompanying notes to consolidated financial statements.

32

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the accounting policies adopted by Civista Bancshares, Inc., which have a significant effect on the financial statements.

Nature of Operations and Principles of Consolidation: The Consolidated Financial Statements include the accounts of Civista Bancshares, Inc. (“CBI”) and its wholly-owned subsidiaries: Civista Bank (“Civista”), First Citizens Insurance Agency, Inc. (“FCIA”), Water Street Properties, Inc. (“WSP”) and FC Refund Solutions, Inc. (“FCRS”). First Citizens Capital LLC (“FCC”) is wholly-owned by Civista and holds inter-company debt. First Citizens Investments, Inc. (“FCI”) is wholly-owned by Civista and holds and manages its securities portfolio. The operations of FCI and FCC are located in Wilmington, Delaware. The above companies together are sometimes referred to as the Company. Intercompany balances and transactions are eliminated in consolidation.

The Company provides financial services through its offices in the Ohio counties of Erie, Crawford, Champaign, Cuyahoga, Franklin, Logan, Summit, Huron, Ottawa, Madison, Montgomery and Richland. 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. There are no significant concentrations of loans to any one industry or customer. However, our customers’ ability to repay their loans is dependent on the real estate and general economic conditions in the area. Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions.

FCIA was formed to allow the Company to participate in commission revenue generated through its third party insurance agreement. Insurance commission revenue was less than 1.0% of total revenue for the years ended December 31, 2015 and 2014. WSP was formed to hold repossessed assets of CBI’s subsidiaries. WSP revenue was less than 1% of total revenue for the years ended December 31, 2015 and 2014. FCRS was formed in 2012 and remained inactive for the periods presented.

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 the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, determination of goodwill impairment, fair values of financial instruments, valuation of deferred tax assets, pension obligations and other-than-temporary-impairment of securities are considered material estimates that are particularly susceptible to significant change in the near term.

Cash Flows: Cash and cash equivalents include cash on hand and demand deposits with financial institutions with original maturities of less than 90 days. Net cash flows are reported for customer loan and deposit transactions, interest bearing deposits in other financial institutions, federal funds purchased, short-term borrowings and repurchase agreements.

(Continued)

33

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Securities: Debt securities are classified as available-for-sale when they might be sold before maturity. Equity securities with readily determinable fair values are also classified as available for sale. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax.

Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage backed securities where prepayments are anticipated. Gains and losses on sales are based on the amortized cost of the security sold using the specific identification method.

The recent guidance specifies that if (a) a company does not have the intent to sell a debt security prior to recovery and (b) it is more-likely-than-not that it will not have to sell the debt security prior to recovery, the security would not be considered other-than-temporarily impaired unless there is a credit loss. When an entity does not intend to sell the security, and it is more-likely-than-not the entity will not have to sell the security before recovery of its cost basis, it will recognize the credit component of other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income. For held-to-maturity debt securities, the amount of other-than-temporary impairment recorded in other comprehensive income for the non-credit portion of a previous other-than-temporary impairment should be amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security.

For available-for-sale debt securities that management has no intent to sell and believes that it more-likely-than-not will not be required to sell prior to recovery, only the credit loss component of the impairment is recognized in earnings, while the non-credit loss is recognized in accumulated other comprehensive income. The credit loss component recognized in earnings is identified as the amount of principal cash flows not expected to be received over the remaining term of the security as projected based on cash flow projections.

Other securities which include FHLB stock, Federal Reserve Bank (“FRB”) stock, Bankers’ Bancshares Inc. (“BB”) stock, and Norwalk Community Development Corp (“NCDC”) stock are carried at cost.

Loans Held for Sale: Mortgage loans originated and intended for sale in the secondary market and loans that management no longer intends to hold for the foreseeable future, are carried at the lower of aggregate cost or market, as determined by outstanding commitments from investors. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings.

Loans: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan fees and costs, and an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.

(Continued)

34

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the credit is well-secured and in process of collection. Interest income on consumer loans is discontinued when management determines future collection is unlikely. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued, but not received, for loans placed on nonaccrual, is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Purchased Loans: The Company purchases individual loans and groups of loans. Purchased loans that show evidence of credit deterioration since origination are recorded at the amount paid (or allocated fair value in a purchase business combination), such that there is no carryover of the seller’s allowance for loan losses. After acquisition, incurred losses are recognized by an increase in the allowance for loan losses.

Purchased loans are accounted for individually or aggregated into pools of loans based on common risk characteristics (e.g., credit score, loan type, and date of origination). The Company estimates the amount and timing of expected cash flows for each purchased loan or pool, and the expected cash flows in excess of amount paid is recorded as interest income over the remaining life of the loan or pool (accretable yield). The excess of the loan’s, or pool’s, contractual principal and interest over expected cash flows is not recorded (nonaccretable difference).

Over the life of the loan or pool, expected cash flows continue to be estimated. If the present value of expected cash flows is less than the carrying amount, a loss is recorded. If the present value of expected future cash flows is greater than the carrying amount, the excess is recognized as part of future interest income.

Allowance for Loan Losses: The allowance for loan losses (allowance) is calculated with the objective of maintaining a reserve sufficient to absorb inherent loan losses in the loan portfolio. Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio. In determining the allowance and the related provision for loan losses, the Company considers three principal elements: (i) specific impairment reserve allocations (valuation allowances) based upon probable losses identified during the review of impaired loans in the Commercial loan portfolio, (ii) allocations established for adversely-rated loans in the Commercial loan portfolio and nonaccrual Real Estate Residential, Consumer installment and Home Equity loans, (iii) allocations on all other loans based principally on the use of a three-year period for loss migration analysis, except for the segment consisting of purchased automobile loans which is calculated over a two-year period. These allocations are adjusted for consideration of general economic and business conditions, credit quality and delinquency trends, collateral values, and recent loss experience for these similar pools of loans. The Company analyzes its loan portfolio each quarter to determine the appropriateness of its allowance for loan losses.

(Continued)

35

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

All commercial, commercial real estate and farm real estate loans are monitored on a regular basis with a detailed loan review completed for all loan relationships greater than $500. All commercial, commercial real estate and farm real estate loans that are 90 days past due or in nonaccrual status, are analyzed to determine if they are “impaired”, which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. All loans that are delinquent 90 days are classified as substandard and placed on nonaccrual status unless they are well-secured and in the process of collection. The remaining loans are evaluated and segmented with loans with similar risk characteristics. The Company allocates reserves based on risk categories and portfolio segments described below, which conform to the Company’s asset classification policy. In reviewing risk within Civista’s loan portfolio, management has identified specific segments to categorize loan portfolio risk: (i) Commercial & Agriculture loans; (ii) Commercial Real Estate – Owner Occupied loans; (iii) Commercial Real Estate – Non-Owner Occupied loans; (iv) Residential Real Estate loans; (v) Real Estate Construction loans; (vi) Farm Real Estate loans; and (vii) Consumer and Other loans. Additional information related to economic factors can be found in Note 5.

Loan Charge-off Policies: All unsecured open- and closed-ended retail loans that become past due 90 days from the contractual due date are charged off in full. In lieu of charging off the entire loan balance, loans with non-real estate collateral may be written down to the net realizable value of the collateral, if repossession of collateral is assured and in process. For open- and closed-ended loans secured by residential real estate, a current assessment of value is made no later than 180 days past due. Any outstanding loan balance in excess of the net realizable value of the property is charged off. All other loans are generally charged down to the net realizable value when Civista recognizes the loan is permanently impaired, which is generally after the loan is 90 days past due.

Troubled Debt Restructurings: In certain situations based on economic or legal reasons related to a borrower’s financial difficulties, management may grant a concession for other than an insignificant period of time to the borrower that would not otherwise be considered. The related loan is classified as a troubled debt restructuring (TDR). Management strives to identify borrowers in financial difficulty early and work with them to modify to more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. In cases where borrowers are granted new terms that provide for a reduction of either interest or principal, management measures any impairment on the restructuring as noted above for impaired loans. In addition to the allowance for the pooled portfolios, management has developed a separate reserve for loans that are identified as impaired through a TDR. These loans are excluded from pooled loss forecasts and a separate reserve is provided under the accounting guidance for loan impairment. Consumer loans whose terms have been modified in a TDR are also individually analyzed for estimated impairment.

Other Real Estate: Other real estate acquired through or instead of loan foreclosure is initially recorded at fair value less costs to sell when acquired, establishing a new cost basis and any deficiency in the value is charged off through the allowance. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed. Other real estate owned included in other assets totaled approximately $116 at December 31, 2015 and $560 at December 31, 2014.

(Continued)

36

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed using both accelerated and straight-line methods over the estimated useful life of the asset, ranging from three to seven years for furniture and equipment and seven to fifty years for buildings and improvements.

Federal Home Loan Bank Stock: Civista is a member of the FHLB of Cincinnati and as such, is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB. The stock is bought from and sold to the FHLB based upon its $100 par value. The stock does not have a readily determinable fair value and as such is classified as restricted stock, carried at cost and evaluated for impairment by management. The stock’s value is determined by the ultimate recoverability of the par value rather than by recognizing temporary declines. The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following: (a) the significance of the decline in net assets of the FHLB as compared to the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB. With consideration given to these factors, management concluded that the stock was not impaired at December 31, 2015 or 2014.

Federal Reserve Bank Stock: Civista is a member of the Federal Reserve System. FRB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value.

Bank Owned Life Insurance (BOLI): Civista has purchased BOLI policies on certain key executives. BOLI is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

Goodwill and Other Intangible Assets: Goodwill results from prior business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed at least annually for impairment and any such impairment will be recognized in the period identified.

Other intangible assets consist of core deposit intangibles arising from whole bank and branch acquisitions. These intangible assets are measured at fair value and then amortized on an accelerated method over their estimated useful lives, which range from five to twelve years.

Servicing Rights: Servicing rights are recognized as assets for the allocated value of retained servicing rights on loans sold. Servicing rights are initially recorded at fair value at the date of transfer. The valuation technique used is the present value of estimated future cash flows using current market discount rates. Servicing rights are amortized in proportion to, and over the period of, estimated net servicing revenues. Impairment is evaluated based on the fair value of the rights, using groupings of the underlying loans as to interest rates and then, secondarily, prepayment characteristics. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Any impairment of a grouping is reported as a valuation allowance to the extent that fair value is less than the capitalized asset for the grouping.

(Continued)

37

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Long-term Assets: Premises and equipment, core deposit and other intangible assets, and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.

Repurchase Agreements: Substantially all repurchase agreement liabilities represent amounts advanced by various customers. Securities are pledged to cover these liabilities, which are not covered by federal deposit insurance.

Loan Commitments and Related Financial Instruments: Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay.

Income Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax basis of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information.

A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

Stock-Based Compensation: Compensation cost is recognized for stock options and restricted stock awards issued to employees, based on the fair value of these awards at the grant date. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of the grant is used for restricted stock.

Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.

(Continued)

38

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Retirement Plans: Pension expense is the net of service and interest cost, expected return on plan assets and amortization of gains and losses not immediately recognized. Employee 401(k) and profit sharing plan expense is the amount of matching contributions. Deferred compensation allocates the benefits over the years of service.

Earnings per Common Share: Basic earnings per share are net income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share include the dilutive effect of additional potential common shares issuable related to convertible preferred shares. Treasury shares are not deemed outstanding for earnings per share calculations.

Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale and changes in the funded status of the pension plan.

Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe that any such loss contingencies currently exist that will have a material effect on the financial statements.

Restrictions on Cash: Cash on hand or on deposit with the Federal Reserve Bank was required to meet regulatory reserve and clearing requirements. These balances do not earn interest.

Dividend Restriction: Banking regulations require maintaining certain capital levels and may limit the dividends paid by Civista to CBI or by CBI to shareholders. Additional information related to dividend restrictions can be found in Note 19.

Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 17. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates.

Operating Segments: While the Company’s chief decision makers monitor the revenue streams of the Company’s various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Operating segments are aggregated into one as operating results for all segments are similar. Accordingly, all of the Company’s financial service operations are considered by management to be aggregated in one reportable operating segment.

Business Combinations: At the date of acquisition the Company records the assets and liabilities of the acquired companies on the Consolidated Balance Sheets at their estimated fair value. The results of operations for acquired companies are included in the Company’s Consolidated Statements of Operations beginning at the acquisition date. Expenses arising from acquisition activities are recorded in the Consolidated Statements of Operations during the period incurred.

(Continued)

39

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

Derivative Instruments and Hedging Activities: The Company enters into interest rate swap agreements to facilitate the risk management strategies of a small number of commercial banking customers. All derivatives are accounted for in accordance with ASC-815, Derivatives and Hedging. The Company mitigates the risk of entering into these agreements by entering into equal and offsetting swap agreements with highly rated third party financial institutions. The swap agreements are free-standing derivatives and are recorded at fair value in the Company’s Consolidated Balance Sheets. The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes because the Company does not currently intend to execute a setoff with its’ counterparties. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of marketable securities, is posted by the counterparty with net liability positions in accordance with contract thresholds.

Effect of Newly Issued but Not Yet Effective Accounting Standards:

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The Update’s core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this Update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is evaluating the effect of adopting this new accounting Update on the Company’s financial statements.

In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments when the Terms of an Award Provide that a Performance Target Could Be Achieved After the Requisite Service Period. The amendments in this Update require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

(Continued)

40

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). This Update clarifies how current U.S. GAAP should be interpreted in subjectively evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Public business entities are required to implement the new requirements in fiscal years and interim periods within those fiscal years beginning after December 15, 2015. This Update is not expected to have a significant impact on the Company’s financial statements.

In November 2014, the FASB issued ASU 2014-17, Business Combinations (Topic 805): Pushdown Accounting. The amendments in this Update apply to the separate financial statements of an acquired entity and its subsidiaries that are a business or nonprofit activity (either public or nonpublic) upon the occurrence of an event in which an acquirer (an individual or an entity) obtains control of the acquired entity. An acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period to the acquired entity’s most recent change-in-control event. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. This Update is not expected to have a significant impact on the Company’s financial statements.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810). The amendments in this Update affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities; (2) eliminate the presumption that a general partner should consolidate a limited partnership; (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and for interim periods within fiscal years beginning after December 15, 2017. This Update is not expected to have a significant impact on the Company’s financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30), as part of its initiative to reduce complexity in accounting standards. To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015,

(Continued)

41

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

and interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. This Update is not expected to have a significant impact on the Company’s financial statements.

In April 2015, the FASB issued ASU 2015-04, Compensation-Retirement Benefits (Topic 715), as part of its initiative to reduce complexity in accounting standards. For an entity with a fiscal year-end that does not coincide with a month-end, the amendments in this Update provide a practical expedient that permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. The practical expedient should be applied consistently to all plans if an entity has more than one plan. The amendments in this Update are effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. Earlier application is permitted. This Update is not expected to have a significant impact on the Company’s financial statements.

In May 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The Update applies to reporting entities that elect to measure the fair value of an investment using the net asset value per share (or its equivalent) practical expedient. Under the amendments in this Update, investments for which fair value is measured at net asset value per share (or its equivalent) using the practical expedient should not be categorized in the fair value hierarchy. Removing those investments from the fair value hierarchy not only eliminates the diversity in practice resulting from the way in which investments measured at net asset value per share (or its equivalent) with future redemption dates are classified, but also ensures that all investments categorized in the fair value hierarchy are classified using a consistent approach. Investments that calculate net asset value per share (or its equivalent), but for which the practical expedient is not applied will continue to be included in the fair value hierarchy. A reporting entity should continue to disclose information on investments for which fair value is measured at net asset value (or its equivalent) as a practical expedient to help users understand the nature and risks of the investments and whether the investments, if sold, are probable of being sold at amounts different from net asset value. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. A reporting entity should apply the amendments retrospectively to all periods presented. The retrospective approach requires that an investment for which fair value is measured using the net asset value per share practical expedient be removed from the fair value hierarchy in all periods presented in an entity’s financial statements. Earlier application is permitted. This Update is not expected to have a significant impact on the Company’s financial statements.

(Continued)

42

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In August 2015, the FASB issued ASU 2015-14, Revenue from Contract with Customers (Topic 606). The amendments in this Update defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. All other entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The Company is evaluating the effect of adopting this new accounting Update.

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805). The amendments in this Update require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this Update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this Update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. 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 January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This Update applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. Among other things, this Update (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (g) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (h) clarifies that an entity should evaluate the need for a valuation allowance on a

(Continued)

43

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities including not-for-profit entities and employee benefit plans within the scope of Topics 960 through 965 on plan accounting, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. All entities that are not public business entities may adopt the amendments in this Update earlier as of the fiscal years beginning after December 15, 2017, 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 position or results of operations.

NOTE 2 - MERGER

On March 6, 2015, CBI completed the acquisition by merger of TCNB Financial Corp. (“TCNB”) in an all-cash transaction for aggregate consideration of $17,226, or $23.50 per share of TCNB stock. The Company and TCNB had first announced that they had entered into an agreement to merge in September of 2014. Immediately following the merger, TCNB’s banking subsidiary, The Citizens National Bank of Southwestern Ohio, was merged into CBI’s banking subsidiary, Civista Bank.

At the time of the merger, TCNB had total assets of $97,479, including $76,771 in loans, and $86,708 in deposits. The transaction was recorded as a purchase and, accordingly, the operating results of TCNB have been included in the Company’s Consolidated Financial Statements since the close of business on March 6, 2015. The aggregate of the purchase price over the fair value of the net assets acquired of approximately $5,375 was recorded as goodwill and will be evaluated for impairment on an annual basis.

Merger related cost were $391 and $236, respectively as of December 31, 2015 and December 31, 2014. These cost were primarily included in salaries, wages and benefits, contracted data processing and professional services on the consolidated statements of operations.

The following table presents financial information for the former TCNB included in the Consolidated Statements of Operations from the date of acquisition through December 31, 2015.

	Actual From Acquisition Date Through December 31, 2015
	(in thousands)
Net interest income after provision for loan losses	$	3,155
Noninterest income		138
Net income		1,282

(Continued)

44

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 2 – MERGER (Continued)

The following table presents unaudited pro forma information for the periods ended December 31, 2015 and 2014 as if the acquisition of TCNB had occurred on January 1, 2014. This table has been prepared for comparative purposes only and is not indicative of the actual results that would have been attained had the acquisition occurred as of the beginning of the periods presented, nor is it indicative of future results.

	Pro Formas (unaudited)
	Twelve months ended December 31,
	2015		2014		2013
Net interest income after provision for loan losses	$	46,852	$	44,583	$	43,197
Noninterest income		14,699		14,297		12,486
Net income		11,931		10,045		7,024
Pro forma earnings per share:
Basic	$	1.32	$	1.06	$	0.76
Diluted	$	1.09	$	0.90	$	0.75

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for TCNB. Core deposit intangibles will be amortized over periods of between five and ten years using an accelerated method. Goodwill will not be amortized, but instead will be evaluated for impairment.

	At March 6, 2015
Total purchase price				$	17,226
Net assets acquired:
Cash and short-term investments		18,152
Loans, net		76,444
Other securities		716
Premises and equipment		1,738
Accrued interest receivable		194
Core deposit intangible		1,009
Other assets		472
Noninterest-bearing deposits		(18,263	)
Interest-bearing deposits		(68,606	)
Other liabilities		(5	)
					11,851
Goodwill				$	5,375

(Continued)

45

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 2 – MERGER (Continued)

The acquired assets and liabilities were measured at estimated fair values. Management made certain estimates and exercised judgment in accounting for the acquisition. The following is a description of the methods used to determine fair value of significant assets and liabilities at the acquisition date:

Cash and short-term investments: The Company acquired $18.2 million in cash and short-term investments, which management deemed to reflect fair value based on the short term nature of the asset.

Loans: The Company acquired $76.4 million in loans receivable with and without evidence of credit quality deterioration. The loans consisted of Commercial loans, Commercial Real Estate loans, and Residential Real Estate loans including home equity secured lines of credit, as well as Real Estate Construction, Farm Real Estate loans and Consumer and other loans. The fair value of the performing loan portfolio includes separate adjustments to reflect a credit risk and marketability component and a yield component reflecting the differential between portfolio and market yields. Additionally, certain loans were valued based on their observable sales price. Loans acquired with credit deterioration of $831 were individually evaluated to estimate credit losses and a net recovery amount for each loan. The net cash flows for each loan were then discounted to present value using a risk-adjusted market rate.

Deposits: The Company acquired $86.9 million in deposits. Savings and transaction accounts are variable, have no stated maturity and can be withdrawn on short notice with no penalty. Therefore, the fair value of such deposits is considered equal to the carrying value. The fair value of CD’s is determined by comparing the contractual cost of the CD’s to the market rates with corresponding maturities. The valuation adjustment reflects the present value of the difference between the cash flows attributable to the CD’s based on contractual and market rates. The core deposit intangible is determined by the present value difference of the net cost of the core deposit versus the same amount for an alternative funding source.

This acquisition provided the Company with the strategic opportunity to expand into new markets that, while similar to existing markets, are projected to be more vibrant in population growth and business opportunity growth. Additionally, the acquisition provides the Company with additional exposure to suburbs of larger urban areas without the commitment of operating inside large metropolitan areas dominated by regional and national financial organizations. The acquisition also creates synergies on the operational side of the Company by allowing noninterest expenses to be spread over a larger operating base.

(Continued)

46

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 3 - SECURITIES

The amortized cost and fair value of available for sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive loss were as follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
2015
U.S. Treasury securities and obligations of U.S. government agencies	$	40,992	$	74	$	(129	)	$	40,937
Obligations of states and political subdivisions		87,255		4,959		(62	)		92,152
Mortgage-back securities in government sponsored entities		62,135		681		(243	)		62,573
Total debt securities		190,382		5,714		(434	)		195,662
Equity securities in financial institutions		481		106		—			587
Total	$	190,863	$	5,820	$	(434	)	$	196,249
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
2014
U.S. Treasury securities and obligations of U.S.government agencies	$	42,910	$	115	$	(123	)	$	42,902
Obligations of states and political subdivisions		83,215		5,112		(306	)		88,021
Mortgage-back securities in government sponsored entities		65,646		976		(180	)		66,442
Total debt securities		191,771		6,203		(609	)		197,365
Equity securities in financial institutions		481		59		—			540
Total	$	192,252	$	6,262	$	(609	)	$	197,905

(Continued)

47

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 3 – SECURITIES (Continued)

The amortized cost and fair value of securities at year end 2015 by contractual maturity were as follows. 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	$	5,075	$	5,078
Due from one to five years		31,433		31,442
Due from five to ten years		31,754		33,606
Due after ten years		59,985		62,963
Mortgage-backed securities in government sponsored entities		62,135		62,573
Equity securities in financial institutions		481		587
Total	$	190,863	$	196,249

Securities with a carrying value of $142,888 and $137,898 were pledged as of December 31, 2015 and 2014, respectively, to secure public deposits, other deposits and liabilities as required or permitted by law.

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

	2015			2014			2013
Sale proceeds	$	—		$	18,088		$	8,686
Gross realized gains		—			113			144
Gross realized losses		—			(1	)		(89	)
Gains (losses) from securities called or settled by the issuer		(18	)		1			149

(Continued)

48

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 3 – SECURITIES (Continued)

Debt securities with unrealized losses at year end 2015 and 2014 not recognized in income are as follows:

	12 Months or less					More than 12 months					Total
2015	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
Description of Securities	Value		Loss			Value		Loss			Value		Loss
U.S. Treasury securities and obligations of U.S. government agencies	$	25,464	$	(112	)	$	1,132	$	(17	)	$	26,596	$	(129	)
Obligations of states and political subdivisions		2,932		(20	)		1,469		(42	)		4,401		(62	)
Mortgage-backed securities in gov’t sponsored entities		27,263		(172	)		5,041		(71	)		32,304		(243	)
Total temporarily impaired	$	55,659	$	(304	)	$	7,642	$	(130	)	$	63,301	$	(434	)
	12 Months or less					More than 12 months					Total
2014	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
Description of Securities	Value		Loss			Value		Loss			Value		Loss
U.S. Treasury securities and obligations of U.S. government agencies	$	7,664	$	(17	)	$	11,888	$	(106	)	$	19,552	$	(123	)
Obligations of states and political subdivisions		853		(11	)		5,647		(295	)		6,500		(306	)
Mortgage-backed securities in gov’t sponsored entities		12,289		(29	)		11,492		(151	)		23,781		(180	)
Total temporarily impaired	$	20,806	$	(57	)	$	29,027	$	(552	)	$	49,833	$	(609	)

The Company periodically evaluates securities for other-than-temporary impairment. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. Unrealized losses that are determined to be temporary in nature are recorded, net of tax, in accumulated other comprehensive loss on the Consolidated Balance Sheet.

(Continued)

49

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 3 – SECURITIES (Continued)

The Company has assessed each available-for-sale security position for credit impairment. Factors considered in determining whether a loss is temporary include:

• The length of time and the extent to which fair value has been below cost;

• The severity of impairment;

• The cause of the impairment and the financial condition and near-term prospects of the issuer;

• If the Company intends to sell the investment;

• If it’s more-likely-than-not the Company will be required to sell the investment before recovering its amortized cost basis; and

• If the Company does not expect to recover the investment’s entire amortized cost basis (even if the Company does not intend to sell the investment).

The Company’s review for impairment generally entails:

• Identification and evaluation of investments that have indications of impairment;

• Analysis of individual investments that have fair values less than amortized cost, including consideration of length of time each investment has been in unrealized loss position and the expected recovery period;

• Evaluation of factors or triggers that could cause individual investments to qualify as having other-than-temporary impairment; and

• Documentation of these analyses, as required by policy.

At December 31, 2015, the Company owned 50 securities that were considered temporarily impaired. The unrealized losses on these securities have not been recognized into income because the issuers’ bonds 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 changes in market interest rates. The Company also considers sector specific credit rating changes in its analysis. 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.

NOTE 4 - LOANS

Loans at year-end were as follows:

	2015			2014
Commercial and Agriculture	$	124,402		$	113,265
Commercial Real Estate - owner occupied		167,897			143,014
Commercial Real Estate - non-owner occupied		348,439			308,666
Residential Real Estate		236,338			214,537
Real Estate Construction		58,898			65,452
Farm Real Estate		46,993			53,973
Consumer and Other		18,560			15,950
Total Loans		1,001,527			914,857
Allowance for loan losses		(14,361	)		(14,268	)
Net loans	$	987,166		$	900,589

(Continued)

50

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 4 – LOANS (Continued)

Included in total loans above are deferred loan fees of $78 at December 31, 2015 and $237 at December 31, 2014.

Included in the totals above are loans acquired from TCNB at the acquisition date, net of fair value adjustments, of:

	March 6,
	2015
Commercial and Agriculture	$	13,799
Commercial Real Estate:
Owner Occupied		23,029
Non-Owner Occupied		13,411
Residential Real Estate		17,541
Real Estate Construction		3,863
Farm Real Estate		397
Consumer and Other		4,404
Net loans	$	76,444

Loans to principal officers, directors, and their affiliates at year-end 2015 and 2014 were as follows:

	2015			2014
Balance - Beginning of year	$	7,031		$	9,294
New loans and advances		2,147			2,700
Repayments		(2,947	)		(2,792	)
Effect of changes to related parties		8,916			(2,171	)
Balance - End of year	$	15,147		$	7,031

NOTE 5 - ALLOWANCE FOR LOAN LOSSES

Management has an established methodology to determine 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. Loans are segmented into the following pools: Commercial and Agriculture loans, Commercial Real Estate – Owner Occupied loans, Commercial Real Estate – Non-owner Occupied loans, Residential Real Estate loans, Real Estate Construction loans, Farm Real Estate loans and Consumer and Other loans. 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

(Continued)

51

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 5 - ALLOWANCE FOR LOAN LOSSES (Continued)

segments, except for the segment consisting of purchased automobile loans which is calculated over a two-year period. The use of a three-year period for loss migration analysis is a change in methodology. The Company began using the three-year period for loss migration during the third quarter of 2015. Previously, a two-year loss migration analysis had been used for the entire loan portfolio. With continued improvement and stability in economic conditions, regulatory guidance recommends a longer look-back period. In addition, Civista made significant changes to consumer and commercial lending policies in the first quarter of 2012. Combined, the stable economy and now seasoned policy changes indicate a three-year period is more reflective of future expectations. 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 Civista’s credit review system

• Changes in the nature and volume of the loan portfolio

• Changes in past due, classified and nonaccrual loans and TDRs

• Changes in economic and business conditions

• Changes in competition or legal and regulatory requirements

• Changes in concentrations within the loan portfolio

• Changes in the underlying collateral for collateral dependent loans

The total allowance reflects management’s estimate of loan losses inherent in the loan portfolio at the consolidated balance sheet date. The Company considers the allowance for loan losses of $14,361 adequate to cover loan losses inherent in the loan portfolio, at December 31, 2015. The following tables present, by portfolio segment, the changes in the allowance for loan losses, the ending allocation of the allowance for loan losses and the loan balances outstanding for the years ended December 31, 2015 and December 31, 2014. The changes can be impacted by overall loan volume, adversely graded loans, historical charge-offs and economic factors.

(Continued)

52

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 5 - ALLOWANCE FOR LOAN LOSSES (Continued)

	Beginning balance		Charge-offs			Recoveries		Provision			Ending Balance
Allowance for loan losses:
December 31, 2015
Commercial & Agriculture	$	1,819	$	(190	)	$	182	$	(333	)	$	1,478
Commercial Real Estate:
Owner Occupied		2,221		(523	)		187		582			2,467
Non-Owner Occupied		4,334		(81	)		115		289			4,657
Residential Real Estate		3,747		(1,135	)		331		1,143			4,086
Real Estate Construction		428		—			5		(62	)		371
Farm Real Estate		822		—			76		(360	)		538
Consumer and Other		200		(120	)		46		256			382
Unallocated		697		—			—		(315	)		382
Total	$	14,268	$	(2,049	)	$	942	$	1,200		$	14,361

For the year ended December 31, 2015, the allowance for Commercial and Agriculture loans was reduced due to decreases in specific reserves for impaired loans of $625. The decrease in specific reserves for impaired loans was primarily the result of the resolution of an impaired loan. The Company did not incur losses with this resolution. The result was represented as a decrease in the provision. The increase in the allowance for Commercial Real Estate - Owner Occupied loans was the result of an increase in loss migration rates, which is attributable to the change in the lookback period to a three-year period. The increase in the allowance for Commercial Real Estate – Non–Owner Occupied loans was the result of an increase in loss migration rates, which is attributable to the change in the lookback period to a three-year period. The ending reserve balance for Residential Real Estate loans increased from the end of the previous year due to an increase in loss migration rates, which is attributable to the change in the look-back period to a three-year period. The allowance for Real Estate Construction loans decreased as a result of decreasing loan balances. The allowance for Farm Real Estate loans decreased as a result of decreasing loan balances and loss rates offset by an increase in classified loans. The increase in the allowance for Consumer and other loans increased due to an increase in loss rates, which is attributable to the change in the look-back period. Unallocated reserves declined due to a change in the Company’s lookback period. As described above, the Company changed from a two-year lookback period to a three-year lookback period when calculating all but one segment’s loss migration rates during the third quarter of 2015. The change in methodology is reflected in a decline in the unallocated balance with corresponding increase in allocated balances within the reserve calculation. While loan balances are up, loss rates continue to trend downward, exclusive of the change in methodology, resulting in a lower allowance balance. While criticized loans have increased slightly, we have seen significant improvement in nonperforming loan balances resulting in a decline in specific reserves for impaired loans. 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.

(Continued)

53

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 5 - ALLOWANCE FOR LOAN LOSSES (Continued)

	Beginning balance		Charge-offs			Recoveries		Provision			Ending Balance
Allowance for loan losses:
December 31, 2014
Commercial & Agriculture	$	2,838	$	(338	)	$	251	$	(932	)	$	1,819
Commercial Real Estate:
Owner Occupied		2,931		(1,661	)		360		591			2,221
Non-Owner Occupied		3,888		(198	)		50		594			4,334
Residential Real Estate		5,224		(2,449	)		293		679			3,747
Real Estate Construction		184		—			6		238			428
Farm Real Estate		740		—			—		82			822
Consumer and Other		217		(135	)		61		57			200
Unallocated		506		—			—		191			697
Total	$	16,528	$	(4,781	)	$	1,021	$	1,500		$	14,268

For the year ended December 31, 2014, the allowance for Commercial and Agriculture loans was reduced not only by charge-offs, but also due to a decrease in both the loan balances outstanding and the specific reserve required for this type, which was driven by a decrease in the volume of impaired loans and classified loans. The net result of these changes was represented as a decrease in the provision. The decrease in the allowance for Commercial Real Estate - Owner Occupied loans was the result of eleven charge-offs, but also due to a decrease in loan balances outstanding and a decline in nonaccrual loans. The result of these changes was represented as a decrease in the allowance. The increase in the allowance for Commercial Real Estate - Non-Owner Occupied loans was the result of increasing loan balances and increased past-due balances. The allowance for Real Estate Construction loans increased as a result of a significant increase in loan balances. The ending reserve balance for Residential Real Estate loans declined from the end of the previous year due to charge-offs of loans that had a specific reserve previously applied. Additionally, a single relationship resulted in losses of $1,436 related to protecting the Company’s collateral. The net result of the changes was represented as a decrease in the allowance. The allowance for Consumer and Other loans decreased slightly during the year. While loan balances are up, loss rates continue to decrease resulting in the allowance being slightly lower. While we have seen improvement in asset quality, given the uncertainty in the economy, management determined that it was appropriate to maintain unallocated reserves at a slightly higher level at this time.

(Continued)

54

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 5 - ALLOWANCE FOR LOAN LOSSES (Continued)

	Beginning balance		Charge- offs			Recoveries		Provision			Ending Balance
Allowance for loan losses:
December 31, 2013
Commercial & Agriculture	$	2,811	$	(483	)	$	141	$	369		$	2,838
Commercial Real Estate:
Owner Occupied		4,565		(989	)		265		(910	)		2,931
Non-Owner Occupied		4,942		(815	)		184		(423	)		3,888
Residential Real Estate		5,780		(2,800	)		391		1,853			5,224
Real Estate Construction		349		(136	)		108		(137	)		184
Farm Real Estate		632		(107	)		67		148			740
Consumer and Other		246		(220	)		80		111			217
Unallocated		417		—			—		89			506
Total	$	19,742	$	(5,550	)	$	1,236	$	1,100		$	16,528

For the year ended December 31, 2013, the allowance for Commercial Real Estate loans was reduced not only by charge-offs, but also due to the specific reserve required for impaired loans within this segment. The net result of these changes was represented as a decrease in the provision. The allowance for Real Estate Construction loans was reduced as a result of changes to specific reserves required for impaired loans and a reduction in the historical charge-offs for this segment. The result of these changes was represented as a decrease in the provision. The ending reserve balance for Residential Real Estate loans declined from the end of the previous year due to charge-offs during the period. Since these charged-off loans already had specific reserves assigned to them, we no longer need to carry as large a reserve for this segment. While we have seen improvement in asset quality, given the uncertainty in the economy, management determined that it was appropriate to maintain unallocated reserves at a higher level at this time.

(Continued)

55

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 5 - ALLOWANCE FOR LOAN LOSSES (Continued)

	Loans acquired with credit deterioration		Loans individually evaluated for impairment		Loans collectively evaluated for impairment		Total
December 31, 2015
Allowance for loan losses:
Commercial & Agriculture	$	—	$	23	$	1,455	$	1,478
Commercial Real Estate:
Owner Occupied		—		103		2,364		2,467
Non-Owner Occupied		—		—		4,657		4,657
Residential Real Estate		123		137		3,826		4,086
Real Estate Construction		—		—		371		371
Farm Real Estate		—		—		538		538
Consumer and Other		—		—		382		382
Unallocated		—		—		382		382
Total	$	123	$	263	$	13,975	$	14,361
Outstanding loan balances:
Commercial & Agriculture	$	132	$	873	$	123,397	$	124,402
Commercial Real Estate:
Owner Occupied		—		2,141		165,756		167,897
Non-Owner Occupied		—		1,742		346,697		348,439
Residential Real Estate		131		1,642		234,565		236,338
Real Estate Construction		—		—		58,898		58,898
Farm Real Estate		—		953		46,040		46,993
Consumer and Other		—		3		18,557		18,560
Total	$	263	$	7,354	$	993,910	$	1,001,527

(Continued)

56

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 5 - ALLOWANCE FOR LOAN LOSSES (Continued)

	Loans acquired with credit deterioration		Loans individually evaluated for impairment		Loans collectively evaluated for impairment		Total
December 31, 2014
Allowance for loan losses:
Commercial & Agriculture	$	—	$	641	$	1,178	$	1,819
Commercial Real Estate:
Owner Occupied		—		4		2,217		2,221
Non-Owner Occupied		—		20		4,314		4,334
Residential Real Estate		—		305		3,442		3,747
Real Estate Construction		—		—		428		428
Farm Real Estate		—		53		769		822
Consumer and Other		—		—		200		200
Unallocated		—		—		697		697
Total	$	—	$	1,023	$	13,245	$	14,268
Outstanding loan balances:
Commercial & Agriculture	$	—	$	2,304	$	110,961	$	113,265
Commercial Real Estate:
Owner Occupied		—		3,348		139,666		143,014
Non-Owner Occupied		—		2,176		306,490		308,666
Residential Real Estate		—		3,108		211,429		214,537
Real Estate Construction		—		—		65,452		65,452
Farm Real Estate		—		208		53,765		53,973
Consumer and Other		—		5		15,945		15,950
Total	$	—	$	11,149	$	903,708	$	914,857

(Continued)

57

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 5 - ALLOWANCE FOR LOAN LOSSES (Continued)

The following tables represent credit exposures by internally assigned risk ratings for the periods ended December 31, 2015 and 2014. The remaining loans in the Residential Real Estate, Real Estate Construction and Consumer and Other loan categories that are not assigned a risk grade are presented in a separate table below. 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 rating system is based on experiences with similarly graded loans.

The Company’s internally assigned 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.

• Unrated – Generally, consumer loans are not risk-graded, except when collateral is used for a business purpose.

(Continued)

58

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 5 - ALLOWANCE FOR LOAN LOSSES (Continued)

	Pass		Special Mention		Substandard		Doubtful		Ending Balance
December 31, 2015
Commercial & Agriculture	$	117,739	$	3,090	$	3,573	$	—	$	124,402
Commercial Real Estate:
Owner Occupied		156,622		5,571		5,704		—		167,897
Non-Owner Occupied		339,734		6,100		2,605		—		348,439
Residential Real Estate		62,147		1,671		7,435		—		71,253
Real Estate Construction		52,399		216		29		—		52,644
Farm Real Estate		39,787		4,024		3,182		—		46,993
Consumer and Other		1,987		3		111		—		2,101
Total	$	770,415	$	20,675	$	22,639	$	—	$	813,729
	Pass		Special Mention		Substandard		Doubtful		Ending Balance
December 31, 2014
Commercial & Agriculture	$	106,989	$	3,446	$	2,830	$	—	$	113,265
Commercial Real Estate:
Owner Occupied		129,849		4,378		8,787		—		143,014
Non-Owner Occupied		299,167		5,682		3,817		—		308,666
Residential Real Estate		49,249		697		8,833		—		58,779
Real Estate Construction		59,584		19		41		—		59,644
Farm Real Estate		51,416		1,737		820		—		53,973
Consumer and Other		1,567		—		53		—		1,620
Total	$	697,821	$	15,959	$	25,181	$	—	$	738,961

(Continued)

59

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 5 - ALLOWANCE FOR LOAN LOSSES (Continued)

The following tables present performing and nonperforming loans based solely on payment activity for the years ended December 31, 2015 and December 31, 2014 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 or if management thinks 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.

	Residential Real Estate		Real Estate Construction		Consumer and Other		Total
December 31, 2015
Performing	$	165,048	$	6,254	$	16,458	$	187,760
Nonperforming		37		—		1		38
Total	$	165,085	$	6,254	$	16,459	$	187,798
	Residential Real Estate		Real Estate Construction		Consumer and Other		Total
December 31, 2014
Performing	$	155,758	$	5,808	$	14,312	$	175,878
Nonperforming		—		—		18		18
Total	$	155,758	$	5,808	$	14,330	$	175,896

(Continued)

60

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 5 - ALLOWANCE FOR LOAN LOSSES (Continued)

The following tables include an aging analysis of the recorded investment of past due loans outstanding as of December 31, 2015 and 2014.

	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Total Loans		Past Due 90 Days and Accruing
December 31, 2015
Commercial & Agriculture	$	9	$	32	$	37	$	78	$	124,324	$	124,402	$	—
Commercial Real Estate:
Owner Occupied		982		36		284		1,302		166,595		167,897		—
Non-Owner Occupied		269		330		123		722		347,717		348,439		—
Residential Real Estate		2,845		404		1,725		4,974		231,364		236,338		—
Real Estate Construction		8		—		—		8		58,890		58,898		—
Farm Real Estate		—		—		—		—		46,993		46,993		—
Consumer and Other		98		68		8		174		18,386		18,560		—
Total	$	4,211	$	870	$	2,177	$	7,258	$	994,269	$	1,001,527	$	—
	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Total Loans		Past Due 90 Days and Accruing
December 31, 2014
Commercial & Agriculture	$	58	$	—	$	187	$	245	$	113,020	$	113,265	$	—
Commercial Real Estate:		622		251		656		1,529		141,485		143,014		—
Owner Occupied
Non-Owner Occupied		520		5		2,103		2,628		306,038		308,666		—
Residential Real Estate		1,923		721		2,177		4,821		209,716		214,537		—
Real Estate Construction		33		—		8		41		65,411		65,452		—
Farm Real Estate		—		—		171		171		53,802		53,973		—
Consumer and Other		131		9		37		177		15,773		15,950		18
Total	$	3,287	$	986	$	5,339	$	9,612	$	905,245	$	914,857	$	18

(Continued)

61

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 5 - ALLOWANCE FOR LOAN LOSSES (Continued)

The following table presents loans on nonaccrual status as of December 31, 2015 and 2014.

	2015		2014
Commercial & Agriculture	$	1,185	$	1,264
Commercial Real Estate:
Owner Occupied		1,645		3,403
Non-Owner Occupied		1,428		2,134
Residential Real Estate		4,542		6,280
Real Estate Construction		29		41
Farm Real Estate		961		394
Consumer and Other		100		42
Total	$	9,890	$	13,558

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. 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 the borrower 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. The gross interest income that would have been recorded on nonaccrual loans in 2015, 2014 and 2013 if the loans had been current in accordance with their original terms and had been outstanding throughout the period or since origination, if held for part of the period, was $1,761, $1,477 and $1,783, respectively. The amount of interest income on such loans actually included in net income was $766 in 2015, $719 in 2014 and $1,155 in 2013.

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. 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. Real Estate loans modified in a TDR were primarily comprised of interest rate reductions where monthly payments were 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 estimated fair value of the collateral, less any selling costs, if the loan is collateral dependent. Management exercises significant judgment in developing these estimates. TDRs accounted for $286 of the allowance for loan losses for December 31, 2015, $895 as of December 31, 2014 and $750 as of December 31, 2013.

(Continued)

62

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 5 - ALLOWANCE FOR LOAN LOSSES (Continued)

Loan modifications that are considered TDRs completed during the twelve month periods ended December 31, 2015, 2014 and 2013 were as follows:

	For the Twelve Month Period Ended December 31, 2015
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		—	$	—	$	—
Commercial Real Estate:
Owner Occupied		—		—		—
Non-Owner Occupied		—		—		—
Residential Real Estate		—		—		—
Real Estate Construction		1		41		41
Farm Real Estate		—		—		—
Consumer and Other		—		—		—
Total Loan Modifications		1	$	41	$	41
	For the Twelve Month Period Ended December 31, 2014
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		—	$	—	$	—
Commercial Real Estate:
Owner Occupied		—		—		—
Non-Owner Occupied		—		—		—
Residential Real Estate		9		619		554
Real Estate Construction		1		35		35
Farm Real Estate		—		—		—
Consumer and Other		—		—		—
Total Loan Modifications		10	$	654	$	589

(Continued)

63

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 5 - ALLOWANCE FOR LOAN LOSSES (Continued)

	For the Twelve Month Period Ended December 31, 2013
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		—	$	—	$	—
Commercial Real Estate:
Owner Occupied		2		547		547
Non-Owner Occupied		—		—		—
Residential Real Estate		—		—		—
Real Estate Construction		—		—		—
Farm Real Estate		—		—		—
Consumer and Other		—		—		—
Total Loan Modifications		2	$	547	$	547

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 originations loans, so modified loans present a higher risk of loss than do new origination loans. During the twelve month period ended December 31, 2015, there was one default, totaling $107, on loans which were modified and considered TDRs during the previous twelve months. During the period ended December 31, 2014, there were no defaults on loans that were modified and considered TDRs during the previous twelve months.

Impaired Loans: Larger (greater than $350) commercial loans and commercial real estate loans, all TDRs and residential real estate and consumer loans that are part of a larger relationship are tested for impairment. 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.

(Continued)

64

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 5 - ALLOWANCE FOR LOAN LOSSES (Continued)

The following tables include the recorded investment and unpaid principal balances for impaired financing receivables with the associated allowance amount, if applicable, as of December 31, 2015 and 2014.

	December 31, 2015						December 31, 2014
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Commercial & Agriculture	$	851	$	1,034			$	1,377	$	1,504
Commercial Real Estate:
Owner Occupied		1,224		1,343				2,961		3,327
Non-Owner Occupied		1,742		1,826				92		140
Residential Real Estate		965		1,591				1,893		3,487
Farm Real Estate		953		1,026				—		—
Consumer and Other		3		3				5		5
Total		5,738		6,823				6,328		8,463
With an allowance recorded:
Commercial & Agriculture		22		23	$	23		927		1,056	$	641
Commercial Real Estate:
Owner Occupied		917		999		103		388		387		4
Non-Owner Occupied		—		—		—		2,083		2,287		20
Residential Real Estate		808		683		260		1,215		1,223		305
Farm Real Estate		—		—		—		208		256		53
Total		1,747		1,705		386		4,821		5,209		1,023
Total:
Commercial & Agriculture		873		1,057		23		2,304		2,560		641
Commercial Real Estate:
Owner Occupied		2,141		2,342		103		3,349		3,714		4
Non-Owner Occupied		1,742		1,826		—		2,175		2,427		20
Residential Real Estate		1,773		2,274		260		3,108		4,710		305
Farm Real Estate		953		1,026		—		208		256		53
Consumer and Other		3		3		—		5		5		—
Total	$	7,485	$	8,528	$	386	$	11,149	$	13,672	$	1,023

(Continued)

65

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 5 - ALLOWANCE FOR LOAN LOSSES (Continued)

Changes in the amortizable yield for purchased credit-impaired loans were as follows for the year ended December 31, 2015:

	At December 31, 2015
	(In Thousands)
Balance at beginning of period	$	—
Acquisition of impaired loans		140
Accretion		(60	)
Balance at end of period	$	80

Loans acquired with credit deterioration and of $831 and accounted for in accordance with ASC 310-30 were individually evaluated to estimate credit losses and a net recovery amount for each loan. The net cash flows for each loan were then discounted to present value using a risk-adjusted market rate. The table below presents the components of the purchase accounting adjustments.

	March 6, 2015
Contractually required payments	$	1,305
Non-accretable discount		(691	)
Expected cash flows		614
Accretable discount		(140	)
Estimated fair value	$	474

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

	At March 6, 2015		At December 31, 2015
	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	$	1,305	$	965
Carrying amount		474		263

There has been $123 in allowance for loan losses recorded for acquired loans with or without specific evidence of deterioration in credit quality as of December 31, 2015.

(Continued)

66

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 5 - ALLOWANCE FOR LOAN LOSSES (Continued)

The following tables include the average recorded investment and interest income recognized for impaired financing receivables as of, and for the years ended, December 31, 2015, 2014 and 2013.

	December 31, 2015				December 31, 2014
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
For the year ended:
Commercial & Agriculture	$	1,519	$	72	$	3,316	$	104
Commercial Real Estate:
Owner Occupied		2,738		139		5,720		200
Non-Owner Occupied		1,946		32		2,767		40
Residential Real Estate		2,544		152		3,291		207
Real Estate Construction		16		—		—		—
Farm Real Estate		653		56		219		19
Consumer and Other		4		—		6		—
Total	$	9,420	$	451	$	15,319	$	570

	December 31, 2013
	Average Recorded Investment		Interest Income Recognized
For the year ended:
Commercial & Agriculture	$	4,761	$	186
Commercial Real Estate:
Owner Occupied		6,065		417
Non-Owner Occupied		5,855		85
Residential Real Estate		4,792		282
Real Estate Construction		302		—
Farm Real Estate		246		19
Consumer and Other		30		—
Total	$	22,051	$	989

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 December 31, 2015 and December 31, 2014, a total of $116 and $560, respectively of foreclosed assets were included with other assets. As of December 31, 2015, included within the foreclosed assets is $116 of consumer residential mortgages that were foreclosed on or received via a deed in lieu transaction prior to the period end. As of December 31, 2015, the Company had initiated formal foreclosure procedures on $340 of consumer residential mortgages.

(Continued)

67

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 6 – OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents the changes in each component of accumulated other comprehensive loss, net of tax, as of December 31, 2015, 2014 and 2013.

	For the Year Ended									For the Year Ended									For the Year Ended
	December 31, 2015									December 31, 2014									December 31, 2013
	Unrealized Gains and Losses on Available for Sale Securities			Defined Benefit Pension Items			Total			Unrealized Gains and Losses on Available for Sale Securities			Defined Benefit Pension Items			Total			Unrealized Gains and Losses on Available for Sale Securities			Defined Benefit Pension Items			Total
Beginning balance	$	3,730		$	(3,777	)	$	(47	)	$	341		$	(4,588	)	$	(4,247	)	$	5,849		$	(7,496	)	$	(1,647	)
Other comprehensive income (loss) before reclassifications		(188	)		(449	)		(637	)		3,464			591			4,055			(5,373	)		—			(5,373	)
Amounts reclassified from accumulated other comprehensive loss		12			177			189			(75	)		220			145			(135	)		2,908			2,773
Net current-period other comprehensive income (loss)		(176	)		(272	)		(448	)		3,389			811			4,200			(5,508	)		2,908			(2,600	)
Ending balance	$	3,554		$	(4,049	)	$	(495	)	$	3,730		$	(3,777	)	$	(47	)	$	341		$	(4,588	)	$	(4,247	)

Amounts in parentheses indicate debits on the consolidated balance sheets.

(Continued)

68

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 6 - OTHER COMPREHENSIVE INCOME (LOSS) (Continued)

The following table presents the amounts reclassified out of each component of accumulated other comprehensive loss as of December 31, 2015, 2014 and 2013.

	Amount Reclassified from Accumulated Other Comprehensive Loss (a)
	For the year ended December 31,
Details about Accumulated Other Comprehensive Loss Components	2015			2014			2013			Affected Line Item in the Statement Where Net Income is Presented
Unrealized gains (losses) on available-for-sale securities	$	(18	)	$	113		$	204		Net gain (loss) on sale of securities
Tax effect		6			(38	)		(69	)	Income taxes
		(12	)		75			135
Amortization of defined benefit pension items
Actuarial losses		(270	)(b)		(334	)(b)		(4,406	)(b)	Salaries, wages and benefits
Tax effect		93			114			1,498		Income taxes
		(177	)		(220	)		(2,908	)
Total reclassifications for the period	$	(189	)	$	(145	)	$	(2,773	)

^(a)  Amounts in parentheses indicate expenses and other amounts indicate income.

^(b)  These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost.

NOTE 7 - PREMISES AND EQUIPMENT

Year-end premises and equipment were as follows:

	2015			2014
Land and improvements	$	4,225		$	3,770
Buildings and improvements		20,856			17,373
Furniture and equipment		15,996			13,942
Total		41,077			35,085
Accumulated depreciation		(24,133	)		(20,685	)
Premises and equipment, net	$	16,944		$	14,400

Depreciation expense was $1,193, $1,176 and $1,334 for 2015, 2014 and 2013, respectively.

(Continued)

69

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 7 - PREMISES AND EQUIPMENT (Continued)

Rent expense was $506, $377 and $367 for 2015, 2014 and 2013, respectively. Rent commitments under non-cancelable operating leases at December 31, 2015 were as follows, before considering renewal options that generally are present.

2016	$	529
2017		492
2018		307
2019		263
2020		48
Thereafter		—
Total	$	1,639

The rent commitments listed above are primarily for the leasing of seven financial services branches.

NOTE 8 – GOODWILL AND INTANGIBLE ASSETS

The carrying amount of goodwill increased from $21,720 on December 31, 2014 to $27,095 on December 31, 2015. The increase was the result of the goodwill related to the merger with TCNB Financial Corp. of $5,375.

Management performs an annual evaluation of goodwill for impairment, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Management performed an evaluation of the Company’s goodwill during the fourth quarter of 2015. In performing its evaluation, management obtained several commonly used financial ratios from pending and completed purchase transactions for banks based in the Midwest. Management used these ratios to determine an implied market value for the Company. The implied market value was then used to determine whether or not additional testing was required. Based on this test, management concluded that the Company’s goodwill was not impaired at December 31, 2015.

Acquired intangible assets were as follows as of year end.

	2015				2014
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Core deposit and other intangibles	$	7,697	$	5,876	$	6,688	$	5,165

Aggregate amortization expense was $711, $769 and $846 for 2015, 2014 and 2013, respectively.

(Continued)

70

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 8 – GOODWILL AND INTANGIBLE ASSETS (Continued)

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

2016	$	699
2017		587
2018		111
2019		88
2020		71
Thereafter		265
	$	1,821

NOTE 9 - INTEREST-BEARING DEPOSITS

Interest-bearing deposits as of December 31, 2015 and 2014 were as follows:

	2015		2014
Demand	$	176,303	$	179,388
Statement and Passbook Savings		364,066		318,859
Certificates of Deposit:
In excess of $100		53,499		53,669
Other		130,840		139,531
Individual Retirement Accounts		26,710		26,770
Total	$	751,418	$	718,217

Scheduled maturities of certificates of deposit, including IRA’s at December 31, 2015 were as follows:

2016	$	124,120
2017		53,071
2018		14,539
2019		13,508
2020		5,314
Thereafter		497
Total	$	211,049

Deposits from the Company’s principal officers, directors, and their affiliates at year-end 2015 and 2014 were $6,868 and $6,882, respectively.

As of December 31, 2015, CDs and IRAs totaling $17,904 met or exceeded the FDIC’s insurance limit.

(Continued)

71

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 10 – SHORT-TERM BORROWINGS

Short-term borrowings, which consist of federal funds purchased and other short-term borrowings are summarized as follows:

	At December 31, 2015						At December 31, 2014
	Federal						Federal
	Funds			Short-term			Funds			Short-term
	Purchased			Borrowings			Purchased			Borrowings
Outstanding balance at year end	$	—		$	53,700		$	—		$	42,700
Maximum indebtedness during the year		—			64,700			—			42,700
Average balance during the year		69			26,880			41			1,951
Average rate paid during the year		0.53	%		0.20	%		0.54	%		0.19	%
Interest rate on year end balance		—			0.35	%		—			0.14	%
	At December 31, 2013
	Federal
	Funds			Short-term
	Purchased			Borrowings
Outstanding balance at year end	$	—		$	—
Maximum indebtedness during the year		—			—
Average balance during the year		28			—
Average rate paid during the year		0.53	%		—
Interest rate on year end balance		—			—

Outstanding during the year represent daily averages. Average interest rates represent 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 both December 31, 2015 and December 31, 2014.

(Continued)

72

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 11 - FEDERAL HOME LOAN BANK ADVANCES

Long term advances from the FHLB were $17,500 at December 31, 2015 and $22,500 at December 31, 2014. Outstanding balances have maturity dates ranging from January 2017 to October 2019 and fixed rates ranging from 1.50% to 4.25%. The average rate on outstanding advances was 2.06%.

Scheduled principal reductions of FHLB advances outstanding at December 31, 2015 were as follows:

2016	$	—
2017		2,500
2018		10,000
2019		5,000
Total	$	17,500

In addition to the borrowings, the Company had outstanding letters of credit with the FHLB totaling $21,200 at year-end 2015 and $22,700 at year-end 2014 used for pledging to secure public funds. FHLB borrowings and the letters of credit are collateralized by FHLB stock and by $138,600 and $131,850 of residential mortgage loans under a blanket lien arrangement at year-end 2015 and 2014, respectively.

The Company had a FHLB maximum borrowing capacity of $132,054 as of December 31, 2015, with remaining borrowing capacity of approximately $39,654. The borrowing arrangement with the FHLB is subject to annual renewal. The maximum borrowing capacity is recalculated at least quarterly.

NOTE 12 – SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

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.

(Continued)

73

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 12 – SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE (Continued)

The following table presents detail regarding the securities pledged as collateral under repurchase agreements as of December 31, 2015 and December 31, 2014. All of the repurchase agreements are overnight agreements.

	December 31, 2015		December 31, 2014
Securities pledged for repurchase agreements:
U.S. Treasury securities	$	894	$	876
Obligations of U.S. government agencies		24,146		20,737
Total securities pledged	$	25,040	$	21,613
Gross amount of recognized liabilities for repurchase agreements	$	25,040	$	21,613
Amounts related to agreements not included in offsetting disclosures above	$	—	$	—

Information concerning securities sold under agreements to repurchase was as follows:

	2015			2014			2013
Outstanding balance at year end	$	25,040		$	21,613		$	20,053
Average balance during the year		20,086			19,759			20,749
Average interest rate during the year		0.10	%		0.10	%		0.10	%
Maximum month-end balance during the year	$	25,040		$	33,764		$	24,257
Weighted average interest rate at year end		0.10	%		0.10	%		0.10	%

Securities underlying repurchase agreements had a fair value of $25,040 at December 31, 2015 and $21,613 at December 31, 2014.

NOTE 13 – SUBORDINATED DEBENTURES

Trusts formed by the Company issued floating rate trust preferred securities, in the amounts of $5,000 and $7,500, through special purpose entities as part of pooled offerings of such securities. The Company issued subordinated debentures to the trusts in exchange for the proceeds of the offerings, which debentures represent the sole assets of the trusts. The Company may redeem the subordinated debentures, in whole but not in part, at face value. In April 2007, the Company elected to redeem and refinance the $5,000 floating rate subordinated debenture. The refinancing was done at face value and resulted in a 2.00% reduction in the rate. The new subordinated debenture has a 30-year maturity and is redeemable, in whole or in part, anytime without penalty. The replacement subordinated debenture does not have any deferred issuance cost associated with it. The interest rate at December 31, 2015 on the $7,500 debenture was 3.48% and the $5,000 debenture was 1.94%.

(Continued)

74

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 13 – SUBORDINATED DEBENTURES (Continued)

Additionally, the Company formed an additional trust that issued $12,500 of 6.05% fixed rate trust preferred securities for five years, then becoming floating rate trust preferred securities, through a special purpose entity as part of a pooled offering of such securities. The Company issued subordinated debentures to the trusts in exchange for the proceeds of the offerings, which debentures represent the sole assets of the trusts. The Company may redeem the subordinated debentures at face value without penalty. The current rate on the $12,500 subordinated debenture is 2.60%.

Finally, the Company acquired two additional trust preferred securities as part of its acquisition of Futura Banc Corp (Futura) in December 2007. Futura TPF Trust I and Futura TPF Trust II were formed in June of 2005 in the amounts of $2,500 and $1,927, respectively. Futura had issued subordinated debentures to the trusts in exchange for ownership of all of the common security of the trusts and the proceeds of the preferred securities sold by the trusts. The Company may redeem the subordinated debentures, in whole or in part, in a principal amount with integral multiples of $1,000, on or after June 15, 2010 at 100% of the principal amount, plus accrued and unpaid interest. The subordinated debentures mature on June 15, 2035. The subordinated debentures are also redeemable in whole or in part from time to time, upon the occurrence of specific events defined within the trust indenture. The current rate on the $2,500 subordinated debenture is variable at 2.00%. In June 2010, the rate on the $1,927 subordinated debenture switched from a fixed rate to a floating rate. The current rate on the $1,927 subordinated debenture is 2.00%.

NOTE 14 – INCOME TAXES

Income taxes were as follows:

	2015			2014		2013
Current	$	5,191		$	3,151	$	11
Deferred		(410	)		11		1,362
Income taxes	$	4,781		$	3,162	$	1,373

(Continued)

75

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 14 – INCOME TAXES (Continued)

Effective tax rates differ from the statutory federal income tax rate of 34% due to the following:

	2015			2014			2013
Income taxes computed at the statutory federal tax rate	$	5,959		$	4,315		$	2,568
Add (subtract) tax effect of:
Nontaxable interest income, net of nondeductible interest expense		(900	)		(824	)		(781	)
Low income housing tax credit		(303	)		(303	)		(280	)
Cash surrender value of BOLI		(159	)		(167	)		(189	)
Other		184			141			55
Income tax expense	$	4,781		$	3,162		$	1,373

There were no tax benefits attributable to security losses in 2015, 2014 and 2013, respectively.

Year-end deferred tax assets and liabilities were due to the following:

	2015			2014
Deferred tax assets
Allowance for loan losses	$	5,005		$	4,851
Deferred compensation		1,617			1,386
Intangible assets		224			—
Pension costs		232			198
Other		99			122
Deferred tax asset		7,177			6,557
Deferred tax liabilities
Tax depreciation in excess of book depreciation		(95	)		(351	)
Discount accretion on securities		(59	)		(63	)
Purchase accounting adjustments		(1,340	)		(1,189	)
FHLB stock dividends		(1,705	)		(1,687	)
Unrealized gain on securities available for sale		(1,831	)		(1,922	)
Other		(200	)		(196	)
Deferred tax liability		(5,230	)		(5,408	)
Net deferred tax asset	$	1,947		$	1,149

The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of the State of Ohio for all affiliates other than Civista. Civista is subject to tax in Ohio based upon its net worth.

There is currently no liability for uncertain tax positions and no known unrecognized tax benefits. The Company’s federal tax returns for taxable years through 2011 have been closed for purposes of examination by the Internal Revenue Service.

(Continued)

76

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 15 - RETIREMENT PLANS

The Company sponsors a savings and retirement 401(k) plan, which covers all employees who meet certain eligibility requirements and who choose to participate in the plan. The matching contribution to the 401(k) plan was $667, $394 and $204 in 2015, 2014 and 2013, respectively. In conjunction with freezing the pension plan, as discussed below, the Company changed the matching contribution calculation from twenty-five percent of the first six percent of an employee’s contribution to 100% of an employee’s first three percent contributed and 50% of the next two percent contributed. This change took place on July 1, 2014.

The Company also sponsors a pension plan which is a noncontributory defined benefit retirement plan for all employees who have attained the age of 20 ¹⁄₂, completed six months of service and work 1,000 or more hours per year. 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 April 2014, the Company amended the pension plan again to provide that no additional benefits would accrue beyond April 30, 2014. This curtailment resulted in a $4,039 reduction to the projected benefit obligation in 2014. Also, the curtailment resulted in an increase in accumulated other comprehensive loss of $2,666 in 2014.

In October 2015, the Company, on behalf of it and its subsidiaries, entered into Pension Shortfall Agreements (the “Shortfall Agreements”) with ten other employees of the Bank. When the Company ceased accruals to its defined benefit pension plan on April 30, 2014, the circumstances of some participants with limited periods until their anticipated retirement dates would not permit them to use other available alternatives to make up for the shortfall in their expected pension. The Company calculated the total amount of the shortfall for each of the referenced individuals after considering its contributions to other retirement benefits. Pension shortfall expense was $380 in 2015. A total of $11 of interest expense was also recorded and credited to the accounts of the ten individuals covered by this plan.

(Continued)

77

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 15 - RETIREMENT PLANS (Continued)

Information about the pension plan is as follows:

	2015			2014
Change in benefit obligation:
Beginning benefit obligation	$	16,953		$	18,456
Service cost		—			306
Interest cost		604			639
Curtailment gain		—			(4,039	)
Settlement loss		117			55
Actuarial (gain)/loss		(6	)		3,007
Benefits paid		(1,340	)		(1,471	)
Ending benefit obligation		16,328			16,953
Change in plan assets, at fair value:
Beginning plan assets		16,184			15,466
Actual return		129			703
Employer contribution		700			1,515
Benefits paid		(1,340	)		(1,471	)
Administrative expenses		(26	)		(29	)
Ending plan assets		15,647			16,184
Funded status at end of year	$	(681	)	$	(769	)

Amounts recognized in accumulated other comprehensive income at December 31, consist of unrecognized actuarial loss of $4,049, net of $2,086 tax in 2015 and $3,777, net of $1,946 tax in 2014.

The accumulated benefit obligation for the defined benefit pension plan was $16,328 at December 31, 2015 and $16,953 at December 31, 2014.

The components of net periodic pension expense were as follows:

	2015			2014			2013
Service cost	$	—		$	306		$	1,204
Interest cost		604			639			884
Expected return on plan assets		(1,088	)		(1,021	)		(965	)
Net amortization and deferral		270			334			698
Net periodic pension cost (benefit)	$	(214	)	$	258		$	1,821
Net loss (gain) recognized in other comprehensive loss		412			(1,228	)		(4,406	)
Total recognized in net periodic benefit cost and other comprehensive loss (before tax)	$	198		$	(970	)	$	(2,585	)

(Continued)

78

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 15 - RETIREMENT PLANS (Continued)

The estimated net loss for the defined benefit pension plan that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is $332.

The weighted average assumptions used to determine benefit obligations at year-end were as follows:

	2015			2014			2013
Discount rate on benefit obligation		4.16	%		3.69	%		4.38	%
Long-term rate of return on plan assets		7.00	%		7.00	%		7.00	%
Rate of compensation increase		0.00	%		0.00	%		3.00	%

The weighted average assumptions used to determine net periodic pension cost were as follows:

	2015			2014			2013
Discount rate on benefit obligation		3.69	%		4.38	%		3.72	%
Long-term rate of return on plan assets		7.00	%		7.00	%		7.00	%
Rate of compensation increase		0.00	%		3.00	%		3.00	%

The Company uses long-term market rates to determine the discount rate on the benefit obligation. Declines in the discount rate lead to increases in the actuarial loss related to the benefit obligation.

The expectation for long-term rate of return on the pension assets and the expected rate of compensation increases are reviewed periodically by management in consultation with outside actuaries and primary investment consultants. Factors considered in setting and adjusting these rates are historic and projected rates of return on the portfolio and historic and estimated rates of increases of compensation. Since the pension plan is frozen, the rate of compensation increase used to determine the benefit obligation for 2015 was zero.

The Company’s pension plan asset allocation at year-end 2015 and 2014 and target allocation for 2016 by asset category are as follows:

				Percentage of Plan
	Target			Assets
	Allocation			at Year-end
Asset Category	2016			2015			2014
Equity securities		20-50	%		48.2	%		46.7	%
Debt securities		30-60			47.0			48.3
Money market funds		20-30			4.8			5.0
Total					100.0	%		100.0	%

The Company developed the pension plan investment policies and strategies for plan assets with its pension management firm. The assets are currently invested in four diversified investment funds, which

(Continued)

79

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 15 - RETIREMENT PLANS (Continued)

include two equity funds, one money market fund and one bond fund. The long-term guidelines from above were created to maximize the return on portfolio assets while reducing the risk of the portfolio. The management firm may allocate assets among the separate accounts within the established long-term guidelines. Transfers among these accounts will be at the management firm’s discretion based on their investment outlook and the investment strategies that are outlined at periodic meetings with the Company. The expected long-term rate of return on the plan assets was 7.00% in 2015 and 2014. This return is based on the expected return for each of the asset categories, weighted based on the target allocation for each class.

Although the plan is frozen, the Company expects to make a $500 contribution to its pension plan in 2016. Employer contributions totaled $700 in 2015. The decrease in the benefit obligation, contributions and the increase in plan assets led to a change in funded status from $(769) at December 31, 2014 to $(681) at December 31, 2015.

The following tables set forth by level, within the fair value hierarchy, the pension plan’s assets at fair value as of December 31, 2015 and 2014:

	December 31, 2015
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	94	$	—	$	—	$	94
Bond mutual funds		23		—		—		23
Common/collective trust:
Bonds		7,338		—		—		7,338
Equities		6,315		—		—		6,315
Equity market funds:
International		357		—		—		357
Large cap		1,155		—		—		1,155
Mid cap		242		—		—		242
Small cap		123		—		—		123
Total assets at fair value	$	15,647	$	—	$	—	$	15,647

(Continued)

80

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 15 - RETIREMENT PLANS (Continued)

	December 31, 2014
	Level 1		Level 2		Level 3		Total
Assets:
Cash	$	3	$	—	$	—	$	3
Money market funds		91		—		—		91
Bond mutual funds		23		—		—		23
Common/collective trust:
Bonds		7,802		—		—		7,802
Equities		6,383		—		—		6,383
Equity market funds:
Commodity mutual funds		19		—		—		19
International		342		—		—		342
Large cap		1,150		—		—		1,150
Mid cap		253		—		—		253
Small cap		118		—		—		118
Total assets at fair value	$	16,184	$	—	$	—	$	16,184

Investment in equity securities, debt securities, money market funds and mutual funds are valued at the closing price reported on the active market on which the individual securities are traded.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Pension Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Expected benefit payments, which reflect expected future service, are as follows:

2016	$	1,520
2017		1,820
2018		528
2019		1,367
2020		1,033
2021 through 2025		5,565
Total	$	11,833

Supplemental Retirement Plan

Civista established a supplemental retirement plan (“SERP”) in 2013, which covers key members of management. Under the SERP, participants will receive annually, following retirement, a percentage of their base compensations at the time of their retirement for a maximum of ten years. The SERP liability

(Continued)

81

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 15 - RETIREMENT PLANS (Continued)

recorded at December 31, 2015, was $1,775, compared to $1,498 at December 31, 2014. The expense related to the SERP was $299, $398 and $412 for 2015, 2014 and 2013, respectively. Distributions to participants made in 2015 totaled $22. Distributions to participants made in 2014 totaled $11.

NOTE 16 – 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 358,017 shares available for grants under this plan at December 31, 2015.

Certain officers were granted an aggregate of 16,983 restricted shares on March 17, 2015. The 2015 restricted shares vest over a 3-year service period, with one third each vesting on January 2 of 2016, 2017 and 2018. 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 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 “Salaries, wages and benefits” in the consolidated statements of income. Additionally, generally accepted accounting principles require the Company to report: (1) the expense associated with the grants as an adjustment to operating cash flows, and (2) any benefits of realized tax deductions in excess of previously recognized tax benefits on compensation expense as a financing cash flow.

No options had been granted under the 2014 Incentive Plan as of December 31, 2015 and 2014.

During the year ended December 31, 2015, the Company recorded $106 of share-based compensation expense for restricted shares granted under the 2014 Incentive Plan. Expected future compensation expense relating to the 16,983 restricted shares at December 31, 2015, is $78 which will be recognized over the remaining vesting period of 2.00 years.

(Continued)

82

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 16 – EQUITY INCENTIVE PLAN (Continued)

The following is a summary of the status of the Company’s restricted shares as of December 31, 2015, and changes therein during the twelve months ended:

	December 31, 2015
			Weighted
	Number of		Average
	Restricted		Grant Date
	Shares		Fair Value
Nonvested at beginning of period		—	$	—
Granted		16,983		10.82
Vested		—		—
Forfeited		—		—
Nonvested at December 31, 2015		16,983		10.82

NOTE 17 – FAIR VALUE MEASUREMENT

U.S. generally accepted accounting principles establish a hierarchal disclosure framework associated with the level of observable pricing utilized in measuring assets and liabilities at fair value. The three broad levels defined by the hierarchy are as follows: 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; Level 3: Significant unobservable inputs that reflect the Company’s own view about the assumptions that market participants would use in pricing an asset.

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 values of these equity securities available for sale are determined by using market data inputs for similar securities that are observable. (Level 2 inputs).

Fair value swap asset/liability: The fair value of the swap asset and liability is based on an external derivative model using data inputs as of the valuation date and classified Level 2.

Impaired loans: The Company has measured impairment on impaired loans generally based on 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

(Continued)

83

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 17 – FAIR VALUE MEASUREMENT (Continued)

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 loan is included in the table above as a Level 3 measurement.

Other real estate owned: OREO is carried at the lower of cost or fair value, which is measured at the date foreclosure. If the fair value of the collateral exceeds the carrying amount of the loan, no charge-off or adjustment is necessary, the loan is not considered to be carried at fair value, and is therefore not included in the table below. If the fair value of the collateral is less than the carrying amount of the loan, management will charge the loan down to its estimated realizable value. 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. In these cases, the properties are categorized in the below table as Level 3 measurements since these adjustments are considered to be unobservable inputs. Income and expenses from operations are included in other operating expenses. Further declines in the fair value of the collateral subsequent to foreclosure are included in net gain on sale of other real estate owned.

Assets measured at fair value are summarized below.

Fair Value Measurements at December 31, 2015 Using:
	(Level 1)		(Level 2)		(Level 3)
Assets measured at fair value on a recurring basis:
U.S. Treasury securities and obligations of U.S. Government agencies	$	—	$	40,937	$	—
Obligations of states and political subdivisions		—		92,152		—
Mortgage-backed securities in government sponsored entities		—		62,573		—
Equity securities in financial institutions		—		587		—
Fair value swap asset		—		1,962		—
Liabilities:
Fair value swap liability		—		1,962		—
Assets measured at fair value on a nonrecurring basis:
Impaired Loans	$	—	$	—	$	759
Other Real Estate Owned		—		—		109

(Continued)

84

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 17 – FAIR VALUE MEASUREMENT (Continued)

Fair Value Measurements at December 31, 2014 Using:
	(Level 1)		(Level 2)		(Level 3)
Assets measured at fair value on a recurring basis:
U.S. Treasury securities and obligations of U.S. Government agencies	$	—	$	42,902	$	—
Obligations of states and political subdivisions		—		88,021		—
Mortgage-backed securities in government sponsored entities		—		66,442		—
Equity securities in financial institutions		—		540		—
Fair value swap asset		—		1,721		—
Liabilities:
Fair value swap liability		—		1,721		—
Assets measured at fair value on a nonrecurring basis:
Impaired Loans	$	—	$	—	$	2,690
Other Real Estate Owned		—		—		550

The following tables presents quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at December 31, 2015 and 2014.

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average
December 31, 2015
Impaired loans	$	759	Appraisal of collateral	Appraisal adjustments	10% - 30%	10%
				Liquidation expense	0% - 10%	10%
				Holding period	0 - 30 months	17 months
Other real estate owned	$	109	Appraisal of collateral	Appraisal adjustments	10% - 30%	10%
				Liquidation expense	0% - 10%	10%

(Continued)

85

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 17 – FAIR VALUE MEASUREMENT (Continued)

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average
December 31, 2014
Impaired loans	$	2,690	Appraisal of collateral	Appraisal adjustments	10% - 30%	10%
				Liquidation expense	0% - 10%	10%
				Holding period	0 - 30 months	16 months
Other real estate owned	$	550	Appraisal of collateral	Appraisal adjustments	10% - 30%	10%
				Liquidation expense	0% - 10%	10%

The carrying amount and fair value of financial instruments were as follows:

	Carrying		Total
	Amount		Fair Value		Level 1		Level 2		Level 3
December 31, 2015
Financial Assets:
Cash and due from financial institutions	$	35,561	$	35,561	$	35,561	$	—	$	—
Securities available for sale		196,249		196,249		—		196,249		—
Loans, held for sale		2,698		2,698		2,698		—		—
Loans, net of allowance for loan losses		987,166		986,848		—		—		986,848
Other securities		13,452		13,452		13,452		—		—
Bank owned life insurance		20,104		20,104		20,104		—		—
Accrued interest receivable		3,902		3,902		3,902		—		—
Swap asset		1,962		1,962		—		1,962		—
Financial Liabilities:
Nonmaturing deposits		840,984		840,984		840,984		—		—
Time deposits		211,049		212,006		—		—		212,006
Short-term FHLB advances		53,700		52,906		52,906		—		—
Long-term FHLB advances		17,500		17,687		—		—		17,687
Securities sold under agreement to repurchase		25,040		25,040		25,040		—		—
Subordinated debentures		29,427		25,572		—		—		25,572
Accrued interest payable		120		120		120		—		—
Swap liability		1,962		1,962		—		1,962		—

(Continued)

86

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 17 – FAIR VALUE MEASUREMENT (Continued)

	Carrying		Total
	Amount		Fair Value		Level 1		Level 2		Level 3
December 31, 2014
Financial Assets:
Cash and due from financial institutions	$	29,858	$	29,858	$	29,858	$	—	$	—
Securities available for sale		197,905		197,905		—		197,905		—
Loans, held for sale		2,410		2,410		2,410		—		—
Loans, net of allowance for loan losses		900,589		908,118		—		—		908,118
Other securities		12,586		12,586		12,586		—		—
Bank owned life insurance		19,637		19,637		19,637		—		—
Accrued interest receivable		3,852		3,852		3,852		—		—
Swap asset		1,721		1,721		—		1,721		—
Financial Liabilities:
Nonmaturing deposits		748,948		748,948		748,948		—		—
Time deposits		219,970		221,263		—		—		221,263
Short-term FHLB advances		42,700		42,700		42,700		—		—
Long-term FHLB advances		22,500		22,699		—		—		22,699
Securities sold under agreement to repurchase		21,613		21,613		21,613		—		—
Subordinated debentures		29,427		24,688		—		—		24,688
Accrued interest payable		126		126		126		—		—
Swap liability		1,721		1,721		—		1,721		—

The estimated fair value approximates carrying amount for all items except those described below. Estimated fair value for securities is based on quoted market values for the individual securities or for equivalent securities. For fixed rate loans or deposits and for variable rate loans or deposits with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the cash flow analysis or underlying collateral values. Fair value of debt is based on current rates for similar financing. The fair value of off-balance-sheet items is based on the current fees or cost that would be charged to enter into or terminate such arrangements and are considered nominal.

For certain homogeneous categories of loans, such as some residential mortgages, credit card receivables, and other consumer loans, fair value is estimated using the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics. The fair value of other types of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

(Continued)

87

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 18 - 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 customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk to 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 the commitment.

The contractual amount of financial instruments with off-balance-sheet risk was as follows at year-end.

	2015				2014
	Fixed		Variable		Fixed		Variable
	Rate		Rate		Rate		Rate
Commitments to extend credit:
Lines of credit and construction loans	$	9,416	$	195,732	$	9,405	$	160,718
Overdraft protection		5		22,119		4		22,122
Letters of credit		200		750		200		1,007
	$	9,621	$	218,601	$	9,609	$	183,847

Commitments to make loans are generally made for a period of one year or less. Fixed-rate loan commitments included above had interest rates ranging from 3.25% to 8.75% at December 31, 2015 and 3.05% to 8.75% at December 31, 2014, respectively. 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 average reserve balance maintained in accordance with such requirements was $2,448 on December 31, 2015 and $3,259 on December 31, 2014.

(Continued)

88

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 19 – CAPITAL REQUIREMENTS AND RESTRICTION ON RETAINED EARNINGS

The Company and Civista (“Companies”) are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory-and possibly additional discretionary-actions by regulators that, if undertaken, could have a direct material effect on the Companies’ financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Companies must meet specific capital guidelines that involve quantitative measures of the Companies’ assets, liabilities, and certain off-balance-sheet items as calculated under U.S. GAAP, regulatory reporting requirements, and regulatory capital standards. The Companies’ capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factor.

Quantitative measures established by regulatory capital standards to ensure capital adequacy require the Companies to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital to risk-weighted assets, common equity Tier 1 capital to total risk-weighted assets, and of Tier 1 capital to average assets. Management believes, as of December 31, 2015, that the Companies meet all capital adequacy requirements to which it is subject.

As of December 31, 2015, and December 31, 2014, the most recent notification from the Federal Reserve Bank categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Companies must maintain minimum total risk-based capital, Tier 1 risk-based capital, common equity Tier 1 risk-based capital, and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institution’s category.

(Continued)

89

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 19 – CAPITAL REQUIREMENTS AND RESTRICTION ON RETAINED EARNINGS (Continued)

The Company’s and Civista’s actual capital levels and minimum required levels at December 31, 2015 and 2014 were as follows:

											To Be Well
											Capitalized Under
						For Capital					Prompt Corrective
	Actual					Adequacy Purposes					Action Purposes
	Amount		Ratio			Amount		Ratio			Amount		Ratio
2015
Total Risk Based Capital
Consolidated	$	140,088		14.0	%	$	80,050		8.0	%		n/a		n/a
Civista		126,795		12.7			79,871		8.0		$	99,839		10.0	%
Tier I Risk Based Capital
Consolidated		127,519		12.7			60,245		6.0			n/a		n/a
Civista		113,883		11.4			59,938		6.0			79,918		8.0
CET1 Risk Based Capital
Consolidated		75,819		7.6			44,893		4.5			n/a		n/a
Civista		102,755		10.1			45,782		4.5			66,129		6.5
Leverage
Consolidated		127,519		10.0			51,008		4.0			n/a		n/a
Civista		113,883		8.9			51,183		4.0			63,979		5.0
2014
Total Risk Based Capital
Consolidated	$	131,581		14.7	%	$	71,609		8.0	%		n/a		n/a
Civista		111,470		12.5			71,341		8.0		$	89,176		10.0	%
Tier I Risk Based Capital
Consolidated		120,334		13.4			35,921		4.0			n/a		n/a
Civista		100,259		11.2			35,807		4.0			53,710		6.0
CET1 Risk Based Capital
Consolidated		n/a		n/a			n/a		n/a			n/a		n/a
Civista		n/a		n/a			n/a		n/a			n/a		n/a
Leverage
Consolidated		120,334		10.3			46,732		4.0			n/a		n/a
Civista		100,259		8.6			46,632		4.0			58,290		5.0

(Continued)

90

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 19 – CAPITAL REQUIREMENTS AND RESTRICTION ON RETAINED EARNINGS (Continued)

The Company’s primary source of funds for paying dividends to its shareholders and for operating expense is the cash accumulated from dividends received from Civista. Payment of dividends by Civista to the Company is subject to restrictions by Civista’s regulatory agencies. These restrictions generally limit dividends to the current and prior two years retained earnings as defined by the regulations. In addition, dividends may not reduce capital levels below minimum regulatory requirements. At December 31, 2015, Civista had $6,863 net profits available to pay dividends to CBI.

NOTE 20 - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION

Condensed financial information of CBI follows:

	December 31,
	2015			2014
Condensed Balance Sheets
Assets:
Cash	$	7,493		$	13,663
Securities available for sale		587			540
Investment in bank subsidiary		133,959			117,364
Investment in nonbank subsidiaries		12,615			12,605
Other assets		2,204			3,003
Total assets	$	156,858		$	147,175
Liabilities:
Deferred income taxes and other liabilities	$	2,258		$	1,839
Subordinated debentures		29,427			29,427
Total liabilities		31,685			31,266
Shareholders’ Equity:
Preferred stock		22,273			23,132
Common stock		115,330			114,365
Accumulated earnings (deficit)		5,300			(4,306	)
Treasury Stock		(17,235	)		(17,235	)
Accumulated other comprehensive loss		(495	)		(47	)
Total shareholders’ equity		125,173			115,909
Total liabilities and shareholders’ equity	$	156,858		$	147,175

(Continued)

91

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 20 - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (Continued)

	For the years ended December 31,
	2015			2014			2013
Condensed Statements of Operations
Dividends from bank subsidiaries	$	14,226		$	7,339		$	7,888
Interest expense		(760	)		(777	)		(740	)
Pension expense		(388	)		(397	)		(4,072	)
Other expense, net		(1,755	)		(1,150	)		(952	)
Income before equity in undistributed net earnings of subsidiaries		11,323			5,015			2,124
Income tax benefit		959			763			1,960
Equity in undistributed net earnings of subsidiaries		463			3,750			2,095
Net income	$	12,745		$	9,528		$	6,179
Comprehensive income	$	12,297		$	13,728		$	3,579
	For the years ended December 31,
	2015			2014			2013
Condensed Statements of Cash Flows
Operating activities:
Net income	$	12,745		$	9,528		$	6,179
Adjustment to reconcile net income to net cash from operating activities:
Change in other assets and other liabilities		1,324			1,508			(1,620	)
Equity in undistributed net earnings of subsidiaries		(463	)		(3,750	)		(2,095	)
Net cash from operating activities		13,606			7,286			2,464
Investing activities:
Acquisition and additional capitalization of subsidiary, net of cash acquired		(16,637	)		—			—
Net cash used for investing activities		(16,637	)		—			—
Financing activities:
Payment to repurchase preferred stock		—			(22,857	)		—
Proceeds from issuance of preferred stock		—			—			23,132
Cash dividends paid		(3,139	)		(3,338	)		(2,315	)
Net cash (used for) from financing activities		(3,139	)		(26,195	)		20,817
Net change in cash and cash equivalents		(6,170	)		(18,909	)		23,281
Cash and cash equivalents at beginning of year		13,663			32,572			9,291
Cash and cash equivalents at end of year	$	7,493		$	13,663		$	32,572

(Continued)

92

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 21 – PREFERRED SHARES

On December 19, 2013, the Company completed the sale of 1,000,000 depositary shares, each representing a 1/40th ownership interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, of the Company, with a liquidation preference of $1,000 per share (equivalent to $25.00 per depositary share). The Company sold the maximum of 1,000,000 depositary shares in the offering, resulting in gross proceeds to the Company of $25,000.

Using proceeds from the sale of the depositary shares, the Company redeemed all of its outstanding Series A Preferred Shares for an aggregate purchase price of $22,857, which redemption was completed as of February 15, 2014.

NOTE 22 – EARNINGS PER COMMON SHARE

The factors used in the earnings per share computation follow.

	2015		2014		2013
Basic
Net income	$	12,745	$	9,528	$	6,179
Preferred stock dividends		1,577		1,873		1,159
Net income available to common shareholders - basic	$	11,168	$	7,655	$	5,020
Weighted average common shares outstanding - basic		7,822,369		7,707,917		7,707,917
Basic earnings per share	$	1.43	$	0.99	$	0.65
Diluted
Net income available to common shareholders - basic	$	11,168	$	7,655	$	5,020
Preferred stock dividends on convertible preferred stock		1,577		1,606		—
Net income available to common shareholders - diluted	$	12,745	$	9,261	$	5,020
Weighted average common shares outstanding for earnings per common share basic		7,822,369		7,707,917		7,707,917
Add: dilutive effects of convertible preferred shares		3,095,966		3,196,931		113,863
Average shares and dilutive potential common shares outstanding - diluted		10,918,335		10,904,848		7,821,780
Diluted earnings per share	$	1.17	$	0.85	$	0.64

Basic earnings per common share are calculated by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share include the dilutive effect, if any, of additional potential common shares issuable under the equity incentive plan, computed using the treasury stock method, and the impact of the Company’s convertible preferred shares using the “if converted” method.

(Continued)

93

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 23 – QUARTERLY FINANCIAL DATA (UNAUDITED)

	Interest Income		Net Interest Income		Net Income		Basic Earnings per Common Share		Diluted Earnings per Common Share
2015
First quarter (1)(2)(3)	$	11,762	$	10,915	$	3,171	$	0.36	$	0.29
Second quarter (1)(2)		12,740		11,916		3,122		0.35		0.29
Third quarter (2)(4)		13,223		12,402		3,253		0.36		0.30
Fourth quarter (2)(5)		12,976		12,159		3,199		0.36		0.29
2014
First quarter (2)(3)	$	11,315	$	10,165	$	2,712	$	0.27	$	0.22
Second quarter (1)(2)		11,365		10,266		2,240		0.24		0.21
Third quarter (1)(2)		11,667		10,684		2,306		0.25		0.21
Fourth quarter (1)(2)		11,623		10,751		2,270		0.23		0.21

⁽¹⁾  Interest income and net interest income increased due to loan volume.

⁽²⁾  Net interest income increased due to interest expense decreasing as deposits repriced downward and the deposit mix shifted toward cheaper funding sources.

⁽³⁾  Net income increased due to fees on tax refund processing program.

⁽⁴⁾  Net income increased due to increased loan volume, offset by a decrease in fees on the tax refund processing program.

⁽⁵⁾  Interest income, net interest income and net income decreased due to decreased loan volume.

NOTE 24 - DERIVATIVE HEDGING INSTRUMENTS

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 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.

(Continued)

94

CIVISTA BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015, 2014 and 2013

(Amounts in thousands, except share data)

NOTE 24 - DERIVATIVE HEDGING INSTRUMENTS (Continued)

The following table summarizes the Company’s interest rate swap positions and the impact of a 1 basis point change in interest rates as of December 31, 2015.

				Weighted			Impact of a
	Notional			Average Rate			1 basis point change			Repricing
	Amount			Received/(Paid)			in interest rates			Frequency
Derivative Assets	$	35,534			5.31	%	$	20			Monthly
Derivative Liabilities		(35,534	)		-5.31	%		(20	)		Monthly
Net Exposure	$	—					$	—

The following table summarizes the Company’s interest rate swap positions and the impact of a 1 basis point change in interest rates as of December 31, 2014.

				Weighted			Impact of a
	Notional			Average Rate			1 basis point change			Repricing
	Amount			Received/(Paid)			in interest rates			Frequency
Derivative Assets	$	29,060			5.47	%	$	19			Monthly
Derivative Liabilities		(29,060	)		-5.47	%		(19	)		Monthly
Net Exposure	$	—					$	—

The Company monitors and controls all derivative products with a comprehensive Board of Director approved commercial loan swap policy. All hedge transactions must be approved in advance by the Lenders Loan Committee or the Directors Loan Committee of the Board of Directors.

NOTE 25 – QUALIFIED AFFORDABLE HOUSING PROJECT INVESTMENTS

The Company invests in qualified affordable housing projects. At December 31, 2015 and 2014, the balance of the investment for qualified affordable housing projects was $2,177 and $1,839. 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 $2,195 and $1,772 at December 31, 2015 and 2014, respectively.

During the year ended December 31, 2015 and 2014, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $240 and $202, respectively, which was included within pretax income on the consolidated statements of operations.

Additionally, during the years ended December 31, 2015 and 2014, the Company recognized tax credits and other benefits from its investment in affordable housing tax credits of $168 and $141, respectively. During the years ended December 31, 2015 and 2014, the Company did not incur impairment losses related to its investment in qualified affordable housing projects.

95

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF REGISTRANT

Subsidiary	Jurisdiction of Organization
Civista Bank	Ohio
First Citizens Insurance Agency, Inc.	Ohio
Water Street Properties, Inc.	Ohio
FC Refund Solutions, Inc.	Ohio
First Citizens Investments, Inc.	Delaware
First Citizens Capital LLC	Delaware
First Citizens Statutory Trust II	Connecticut
First Citizens Statutory Trust III	Delaware
First Citizens Statutory Trust IV	Delaware
Futura TPF Trust I	Delaware
Futura TPF Trust II	Delaware

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of Civista Bancshares, Inc.

We consent to the incorporation by reference in Registration Statement No. 333-99089 on Form S-8 of Civista Bancshares, Inc. of our report dated March 15, 2016, relating to our audit of the consolidated financial statements and the effectiveness of internal control over financial reporting, which is incorporated by reference in the Annual Report on Form 10-K of Civista Bancshares, Inc. for the year ended December 31, 2015.

/s/ S.R. Snodgrass, P.C.

Wexford, Pennsylvania

March 15, 2016

EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer

CERTIFICATIONS FOR ANNUAL REPORT ON FORM 10-K

I, James O. Miller, certify that:

1. I have reviewed this Annual Report on Form 10-K of Civista Bancshares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Signature and Title: /s/ James O. Miller, President, CEO,
Chairman of the Board Date: March 15, 2016

EX-31.2

Exhibit 31.2

Certification of Principal Financial Officer

CERTIFICATIONS FOR ANNUAL REPORT ON FORM 10-K

I, Todd A. Michel, certify that:

1. I have reviewed this Annual Report on Form 10-K of Civista Bancshares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Signature and Title: /s/ Todd A. Michel, Senior Vice President, Controller Date: March 15, 2016

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Civista Bancshares, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2015, as filed with the Securities and Exchange Commission on the date of this certification (the Report), I, James O. Miller, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James O. Miller

James O. Miller

Chief Executive Officer

March 15, 2016

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Civista Bancshares, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2015, as filed with the Securities and Exchange Commission on the date of this certification (the Report), I, Todd A. Michel, Senior Vice President and Controller of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Todd A. Michel

Todd A. Michel

Senior Vice President, Controller

March 15, 2016

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Feb. 29, 2016	Jun. 30, 2015
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY
Trading Symbol	civb
Entity Registrant Name	CIVISTA BANCSHARES, INC.
Entity Central Index Key	0000944745
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		7,846,308
Entity Public Float			$ 79,868,467

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
ASSETS
Cash and due from financial institutions	$ 35,561	$ 29,858
Securities available for sale	196,249	197,905
Loans held for sale	2,698	2,410
Loans, net of allowance of $14,361 and $14,268	987,166	900,589
Other securities	13,452	12,586
Premises and equipment, net	16,944	14,400
Accrued interest receivable	3,902	3,852
Goodwill	27,095	21,720
Other intangible assets	2,409	2,025
Bank owned life insurance	20,104	19,637
Other assets	9,461	8,209
Total assets	1,315,041	1,213,191
Deposits
Noninterest-bearing	300,615	250,701
Interest-bearing	751,418	718,217
Total deposits	1,052,033	968,918
Federal Home Loan Bank advances	71,200	65,200
Securities sold under agreements to repurchase	25,040	21,613
Subordinated debentures	29,427	29,427
Accrued expenses and other liabilities	12,168	12,124
Total liabilities	1,189,868	1,097,282
SHAREHOLDERS' EQUITY
Common stock, no par value, 20,000,000 shares authorized, 8,591,542 shares issued at December 31, 2015 and 8,455,881 shares issued at December 31, 2014	115,330	114,365
Accumulated earnings (deficit)	5,300	(4,306)
Treasury stock, 747,964 shares at cost	(17,235)	(17,235)
Accumulated other comprehensive loss	(495)	(47)
Total shareholders' equity	125,173	115,909
Total liabilities and shareholders' equity	1,315,041	1,213,191
Series B Preferred Stock [Member]
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 200,000 shares authorized Series B Preferred stock, $1,000 liquidation preference, 24,072 shares issued at December 31, 2015 and 25,000 shares issued at December 31, 2014, net of issuance costs	$ 22,273	$ 23,132

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Allowance for loan losses	$ 14,361	$ 14,268
Preferred shares,no par value
Preferred shares, shares authorized	200,000	200,000
Common stock, no par value
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	8,591,542	8,455,881
Treasury stock, shares	747,964	747,964
Series B Preferred Stock [Member]
Preferred shares, liquidation preference	$ 1,000	$ 1,000
Preferred shares, shares issued	24,072	25,000

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Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Interest and dividend income
Loans, including fees	$ 44,784	$ 40,032	$ 38,776
Taxable securities	3,232	3,443	3,763
Tax-exempt securities	2,583	2,356	2,211
Federal funds sold and other	102	139	131
Total interest and dividend income	50,701	45,970	44,881
Interest expense
Deposits	2,087	2,292	2,788
Federal Home Loan Bank advances	442	1,015	1,358
Subordinated debentures	760	777	740
Securities sold under agreements to repurchase	20	20	21
Total interest expense	3,309	4,104	4,907
Net interest income	47,392	41,866	39,974
Provision for loan losses	1,200	1,500	1,100
Net interest income after provision for loan losses	46,192	40,366	38,874
Noninterest income
Service charges	4,708	4,257	4,457
Net gain (loss) on sale of securities	(18)	113	204
Net gain on sale of loans	1,106	659	753
ATM fees	1,986	1,850	1,740
Trust fees	2,823	3,130	2,627
Bank owned life insurance	467	492	555
Tax refund processing fees	2,000	2,324	430
Computer center item processing fees	267	260	248
Net gain on sale of other real estate owned	199	44	120
Other	740	745	928
Total noninterest income	14,278	13,874	12,062
Noninterest expense
Salaries, wages and benefits	23,630	22,293	24,758
Net occupancy expense	2,416	2,256	2,209
Equipment expense	1,503	1,421	1,273
Contracted data processing	1,821	1,560	1,327
FDIC Assessment	864	905	1,008
State franchise tax	847	888	1,130
Professional services	2,461	1,855	1,677
Amortization of intangible assets	711	769	846
ATM expense	674	806	650
Marketing expense	1,039	1,604	1,055
Repossession expense	508	673	964
Other operating expenses	6,470	6,520	6,487
Total noninterest expense	42,944	41,550	43,384
Income before income taxes	17,526	12,690	7,552
Income taxes	4,781	3,162	1,373
Net income	12,745	9,528	6,179
Preferred stock dividends	1,577	1,873	1,159
Net income available to common shareholders	$ 11,168	$ 7,655	$ 5,020
Earnings per common share, basic	$ 1.43	$ 0.99	$ 0.65
Earnings per common share, diluted	$ 1.17	$ 0.85	$ 0.64

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Consolidated Comprehensive Income Statements - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Statement of Comprehensive Income [Abstract]
Net income	$ 12,745	$ 9,528	$ 6,179
Other comprehensive income (loss):
Unrealized holding gains (loss) on available for sale securities	(267)	5,134	(8,344)
Tax effect	91	(1,745)	2,836
Pension liability adjustment	(412)	1,228	4,406
Tax effect	140	(417)	(1,498)
Total other comprehensive income (loss)	(448)	4,200	(2,600)
Comprehensive income	$ 12,297	$ 13,728	$ 3,579

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Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	Total	Preferred Shares [Member]	Common Shares [Member]	Accumulated (Deficit) Earnings [Member]	Treasury Shares [Member]	Accumulated Other Comprehensive Loss [Member]
Balance at Dec. 31, 2012	$ 103,980	$ 23,184	$ 114,365	$ (14,687)	$ (17,235)	$ (1,647)
Balance, shares at Dec. 31, 2012		23,184	7,707,917
Net income	6,179			6,179
Other comprehensive income (loss)	(2,600)					(2,600)
Cash dividends ($0.15, $0.19 and $0.20 per share for the year 2013, 2014 and 2015 respectively)	(1,156)			(1,156)
Preferred stock dividends	(1,159)			(1,159)
Issuance of Series B preferred shares, net of issuance costs	23,132	$ 23,132
Issuance of Series B preferred shares, net of issuance costs, shares		25,000
Balance at Dec. 31, 2013	128,376	$ 46,316	$ 114,365	(10,823)	(17,235)	(4,247)
Balance, shares at Dec. 31, 2013		48,184	7,707,917
Net income	9,528			9,528
Other comprehensive income (loss)	4,200					4,200
Redemption of Series A preferred stock	(22,857)	$ (23,184)		327
Redemption of Series A preferred stock, shares		(23,184)
Cash dividends ($0.15, $0.19 and $0.20 per share for the year 2013, 2014 and 2015 respectively)	(1,465)			(1,465)
Preferred stock dividends	(1,873)			(1,873)
Balance at Dec. 31, 2014	115,909	$ 23,132	$ 114,365	(4,306)	(17,235)	(47)
Balance, shares at Dec. 31, 2014		25,000	7,707,917
Net income	12,745			12,745
Other comprehensive income (loss)	(448)					(448)
Conversion of Series B preferred shares to common shares		$ (859)	$ 859
Conversion of Series B preferred shares to common shares, shares		(928)	118,678
Stock-based compensation	106		$ 106
Stock-based compensation, shares			16,983
Cash dividends ($0.15, $0.19 and $0.20 per share for the year 2013, 2014 and 2015 respectively)	(1,562)			(1,562)
Preferred stock dividends	(1,577)			(1,577)
Balance at Dec. 31, 2015	$ 125,173	$ 22,273	$ 115,330	$ 5,300	$ (17,235)	$ (495)
Balance, shares at Dec. 31, 2015		24,072	7,843,578

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Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Cash dividends per share	$ 0.20	$ 0.19	$ 0.15
Accumulated (Deficit) Earnings [Member]
Cash dividends per share	$ 0.20	$ 0.19	$ 0.15

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Cash flows from operating activities:
Net income	$ 12,745	$ 9,528	$ 6,179
Adjustments to reconcile net income to net cash from operating activities
Security amortization, net	1,410	1,491	1,633
Depreciation	1,193	1,176	1,334
Amortization of intangible assets	711	769	846
Accretion of net deferred loan fees	(155)	(123)	(112)
Net (gain) loss on sale of securities	18	(113)	(204)
Provision for loan losses	1,200	1,500	1,100
Loans originated for sale	(48,745)	(31,206)	(49,978)
Proceeds from sale of loans	49,637	29,893	52,166
Net gain on sale of loans	(1,180)	(659)	(753)
Net loss on sale of manufactured home loans	74
Net gain on sale of other real estate owned	(199)	(44)	(120)
Gain on sale of fixed assets		(60)	(107)
Increase in cash surrender value of bank owned life insurance	(467)	(492)	(555)
Decrease in prepaid FDIC Premium			1,775
Share-based compensation	106
Change in Accrued interest payable	(11)	(30)	(29)
Accrued interest receivable	144	29	(172)
Deferred taxes	(410)	11	1,362
Other, net	(998)	3,216	(1,554)
Net cash from operating activities	15,073	14,886	12,811
Cash flows used for investing activities:
Maturities and calls of securities, available-for-sale	29,733	45,743	50,184
Sale of securities, available for sale		18,088	8,686
Purchases of securities, available-for-sale	(29,772)	(58,367)	(64,295)
Redemption of Federal Reserve stock	138		143
Purchases of Federal Reserve stock	(288)	(171)
Redemption of FHLB stock		3,009
Net cash from acquisition	926
Net loan originations	(10,225)	(53,562)	(48,272)
Loans purchased, installment	(4,774)	(4,382)	(1,898)
Proceeds from sale of manufactured homes	3,492
Proceeds from sale of OREO properties	865	349	699
Premises and equipment purchases	(1,999)	(485)	(1,155)
Proceeds from sale of premises and equipment		1,282	118
Net cash used for investing activities	(11,904)	(48,496)	(55,790)
Cash flows from financing activities:
Increase (decrease) in deposits	(3,754)	26,443	16,086
Net change in short-term FHLB advances	11,000	42,700
Repayment of long-term FHLB advances	(5,000)	(30,226)	(2,535)
Proceeds from long-term FHLB advances		15,000
Increase in securities sold under repurchase agreements	3,427	1,560	(3,166)
Repayment of series A preferred stock		(22,857)
Cash dividends paid	(3,139)	(3,338)	(2,315)
Net proceeds from issuance of preferred stock			23,132
Net cash (used for) from financing activities	2,534	29,282	31,202
Increase (decrease) in cash and due from financial institutions	5,703	(4,328)	(11,777)
Cash and due from financial institutions at beginning of year	29,858	34,186	45,963
Cash and due from financial institutions at end of year	35,561	29,858	34,186
Supplemental disclosures of cash flow information:
Interest paid	3,315	4,134	4,936
Income taxes paid	3,650	1,745	1,010
Transfer of loans from portfolio to other real estate owned	222	$ 691	280
Transfer of loans from portfolio to held for sale			$ 4,756
Conversion of preferred stock to common stock	859
Noncash assets acquired:
Loans receivable	76,444
Other securities	716
Accrued interest receivable	194
Premises and equipment, net	1,738
Core deposit intangible	1,009
Other assets	472
Total non cash assets acquired	80,573
Liabilities assumed:
Deposits	86,869
Other liabilities	5
Total liabilities assumed	86,874
Net noncash liabilities acquired	$ 6,301

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the accounting policies adopted by Civista Bancshares, Inc., which have a significant effect on the financial statements.

Nature of Operations and Principles of Consolidation: The Consolidated Financial Statements include the accounts of Civista Bancshares, Inc. (“CBI”) and its wholly-owned subsidiaries: Civista Bank (“Civista”), First Citizens Insurance Agency, Inc. (“FCIA”), Water Street Properties, Inc. (“WSP”) and FC Refund Solutions, Inc. (“FCRS”). First Citizens Capital LLC (“FCC”) is wholly-owned by Civista and holds inter-company debt. First Citizens Investments, Inc. (“FCI”) is wholly-owned by Civista and holds and manages its securities portfolio. The operations of FCI and FCC are located in Wilmington, Delaware. The above companies together are sometimes referred to as the Company. Intercompany balances and transactions are eliminated in consolidation.

The Company provides financial services through its offices in the Ohio counties of Erie, Crawford, Champaign, Cuyahoga, Franklin, Logan, Summit, Huron, Ottawa, Madison, Montgomery and Richland. 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. There are no significant concentrations of loans to any one industry or customer. However, our customers’ ability to repay their loans is dependent on the real estate and general economic conditions in the area. Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions.

FCIA was formed to allow the Company to participate in commission revenue generated through its third party insurance agreement. Insurance commission revenue was less than 1.0% of total revenue for the years ended December 31, 2015 and 2014. WSP was formed to hold repossessed assets of CBI’s subsidiaries. WSP revenue was less than 1% of total revenue for the years ended December 31, 2015 and 2014. FCRS was formed in 2012 and remained inactive for the periods presented.

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 the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, determination of goodwill impairment, fair values of financial instruments, valuation of deferred tax assets, pension obligations and other-than-temporary-impairment of securities are considered material estimates that are particularly susceptible to significant change in the near term.

Cash Flows: Cash and cash equivalents include cash on hand and demand deposits with financial institutions with original maturities of less than 90 days. Net cash flows are reported for customer loan and deposit transactions, interest bearing deposits in other financial institutions, federal funds purchased, short-term borrowings and repurchase agreements.

Securities: Debt securities are classified as available-for-sale when they might be sold before maturity. Equity securities with readily determinable fair values are also classified as available for sale. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax.

Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage backed securities where prepayments are anticipated. Gains and losses on sales are based on the amortized cost of the security sold using the specific identification method.

The recent guidance specifies that if (a) a company does not have the intent to sell a debt security prior to recovery and (b) it is more-likely-than-not that it will not have to sell the debt security prior to recovery, the security would not be considered other-than-temporarily impaired unless there is a credit loss. When an entity does not intend to sell the security, and it is more-likely-than-not the entity will not have to sell the security before recovery of its cost basis, it will recognize the credit component of other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income. For held-to-maturity debt securities, the amount of other-than-temporary impairment recorded in other comprehensive income for the non-credit portion of a previous other-than-temporary impairment should be amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security.

For available-for-sale debt securities that management has no intent to sell and believes that it more-likely-than-not will not be required to sell prior to recovery, only the credit loss component of the impairment is recognized in earnings, while the non-credit loss is recognized in accumulated other comprehensive income. The credit loss component recognized in earnings is identified as the amount of principal cash flows not expected to be received over the remaining term of the security as projected based on cash flow projections.

Other securities which include FHLB stock, Federal Reserve Bank (“FRB”) stock, Bankers’ Bancshares Inc. (“BB”) stock, and Norwalk Community Development Corp (“NCDC”) stock are carried at cost.

Loans Held for Sale: Mortgage loans originated and intended for sale in the secondary market and loans that management no longer intends to hold for the foreseeable future, are carried at the lower of aggregate cost or market, as determined by outstanding commitments from investors. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings.

Loans: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan fees and costs, and an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.

Interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the credit is well-secured and in process of collection. Interest income on consumer loans is discontinued when management determines future collection is unlikely. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued, but not received, for loans placed on nonaccrual, is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Purchased Loans: The Company purchases individual loans and groups of loans. Purchased loans that show evidence of credit deterioration since origination are recorded at the amount paid (or allocated fair value in a purchase business combination), such that there is no carryover of the seller’s allowance for loan losses. After acquisition, incurred losses are recognized by an increase in the allowance for loan losses.

Purchased loans are accounted for individually or aggregated into pools of loans based on common risk characteristics (e.g., credit score, loan type, and date of origination). The Company estimates the amount and timing of expected cash flows for each purchased loan or pool, and the expected cash flows in excess of amount paid is recorded as interest income over the remaining life of the loan or pool (accretable yield). The excess of the loan’s, or pool’s, contractual principal and interest over expected cash flows is not recorded (nonaccretable difference).

Over the life of the loan or pool, expected cash flows continue to be estimated. If the present value of expected cash flows is less than the carrying amount, a loss is recorded. If the present value of expected future cash flows is greater than the carrying amount, the excess is recognized as part of future interest income.

Allowance for Loan Losses: The allowance for loan losses (allowance) is calculated with the objective of maintaining a reserve sufficient to absorb inherent loan losses in the loan portfolio. Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio. In determining the allowance and the related provision for loan losses, the Company considers three principal elements: (i) specific impairment reserve allocations (valuation allowances) based upon probable losses identified during the review of impaired loans in the Commercial loan portfolio, (ii) allocations established for adversely-rated loans in the Commercial loan portfolio and nonaccrual Real Estate Residential, Consumer installment and Home Equity loans, (iii) allocations on all other loans based principally on the use of a three-year period for loss migration analysis, except for the segment consisting of purchased automobile loans which is calculated over a two-year period. These allocations are adjusted for consideration of general economic and business conditions, credit quality and delinquency trends, collateral values, and recent loss experience for these similar pools of loans. The Company analyzes its loan portfolio each quarter to determine the appropriateness of its allowance for loan losses.

All commercial, commercial real estate and farm real estate loans are monitored on a regular basis with a detailed loan review completed for all loan relationships greater than $500. All commercial, commercial real estate and farm real estate loans that are 90 days past due or in nonaccrual status, are analyzed to determine if they are “impaired”, which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. All loans that are delinquent 90 days are classified as substandard and placed on nonaccrual status unless they are well-secured and in the process of collection. The remaining loans are evaluated and segmented with loans with similar risk characteristics. The Company allocates reserves based on risk categories and portfolio segments described below, which conform to the Company’s asset classification policy. In reviewing risk within Civista’s loan portfolio, management has identified specific segments to categorize loan portfolio risk: (i) Commercial & Agriculture loans; (ii) Commercial Real Estate – Owner Occupied loans; (iii) Commercial Real Estate – Non-Owner Occupied loans; (iv) Residential Real Estate loans; (v) Real Estate Construction loans; (vi) Farm Real Estate loans; and (vii) Consumer and Other loans. Additional information related to economic factors can be found in Note 5.

Loan Charge-off Policies: All unsecured open- and closed-ended retail loans that become past due 90 days from the contractual due date are charged off in full. In lieu of charging off the entire loan balance, loans with non-real estate collateral may be written down to the net realizable value of the collateral, if repossession of collateral is assured and in process. For open- and closed-ended loans secured by residential real estate, a current assessment of value is made no later than 180 days past due. Any outstanding loan balance in excess of the net realizable value of the property is charged off. All other loans are generally charged down to the net realizable value when Civista recognizes the loan is permanently impaired, which is generally after the loan is 90 days past due.

Troubled Debt Restructurings: In certain situations based on economic or legal reasons related to a borrower’s financial difficulties, management may grant a concession for other than an insignificant period of time to the borrower that would not otherwise be considered. The related loan is classified as a troubled debt restructuring (TDR). Management strives to identify borrowers in financial difficulty early and work with them to modify to more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. In cases where borrowers are granted new terms that provide for a reduction of either interest or principal, management measures any impairment on the restructuring as noted above for impaired loans. In addition to the allowance for the pooled portfolios, management has developed a separate reserve for loans that are identified as impaired through a TDR. These loans are excluded from pooled loss forecasts and a separate reserve is provided under the accounting guidance for loan impairment. Consumer loans whose terms have been modified in a TDR are also individually analyzed for estimated impairment.

Other Real Estate: Other real estate acquired through or instead of loan foreclosure is initially recorded at fair value less costs to sell when acquired, establishing a new cost basis and any deficiency in the value is charged off through the allowance. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed. Other real estate owned included in other assets totaled approximately $116 at December 31, 2015 and $560 at December 31, 2014.

Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed using both accelerated and straight-line methods over the estimated useful life of the asset, ranging from three to seven years for furniture and equipment and seven to fifty years for buildings and improvements.

Federal Home Loan Bank Stock: Civista is a member of the FHLB of Cincinnati and as such, is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB. The stock is bought from and sold to the FHLB based upon its $100 par value. The stock does not have a readily determinable fair value and as such is classified as restricted stock, carried at cost and evaluated for impairment by management. The stock’s value is determined by the ultimate recoverability of the par value rather than by recognizing temporary declines. The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following: (a) the significance of the decline in net assets of the FHLB as compared to the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB. With consideration given to these factors, management concluded that the stock was not impaired at December 31, 2015 or 2014.

Federal Reserve Bank Stock: Civista is a member of the Federal Reserve System. FRB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value.

Bank Owned Life Insurance (BOLI): Civista has purchased BOLI policies on certain key executives. BOLI is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

Goodwill and Other Intangible Assets: Goodwill results from prior business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed at least annually for impairment and any such impairment will be recognized in the period identified.

Other intangible assets consist of core deposit intangibles arising from whole bank and branch acquisitions. These intangible assets are measured at fair value and then amortized on an accelerated method over their estimated useful lives, which range from five to twelve years.

Servicing Rights: Servicing rights are recognized as assets for the allocated value of retained servicing rights on loans sold. Servicing rights are initially recorded at fair value at the date of transfer. The valuation technique used is the present value of estimated future cash flows using current market discount rates. Servicing rights are amortized in proportion to, and over the period of, estimated net servicing revenues. Impairment is evaluated based on the fair value of the rights, using groupings of the underlying loans as to interest rates and then, secondarily, prepayment characteristics. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Any impairment of a grouping is reported as a valuation allowance to the extent that fair value is less than the capitalized asset for the grouping.

Long-term Assets: Premises and equipment, core deposit and other intangible assets, and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.

Repurchase Agreements: Substantially all repurchase agreement liabilities represent amounts advanced by various customers. Securities are pledged to cover these liabilities, which are not covered by federal deposit insurance.

Loan Commitments and Related Financial Instruments: Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay.

Income Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax basis of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information.

A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

Stock-Based Compensation: Compensation cost is recognized for stock options and restricted stock awards issued to employees, based on the fair value of these awards at the grant date. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of the grant is used for restricted stock.

Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.

Retirement Plans: Pension expense is the net of service and interest cost, expected return on plan assets and amortization of gains and losses not immediately recognized. Employee 401(k) and profit sharing plan expense is the amount of matching contributions. Deferred compensation allocates the benefits over the years of service.

Earnings per Common Share: Basic earnings per share are net income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share include the dilutive effect of additional potential common shares issuable related to convertible preferred shares. Treasury shares are not deemed outstanding for earnings per share calculations.

Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale and changes in the funded status of the pension plan.

Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe that any such loss contingencies currently exist that will have a material effect on the financial statements.

Restrictions on Cash: Cash on hand or on deposit with the Federal Reserve Bank was required to meet regulatory reserve and clearing requirements. These balances do not earn interest.

Dividend Restriction: Banking regulations require maintaining certain capital levels and may limit the dividends paid by Civista to CBI or by CBI to shareholders. Additional information related to dividend restrictions can be found in Note 19.

Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 17. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates.

Operating Segments: While the Company’s chief decision makers monitor the revenue streams of the Company’s various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Operating segments are aggregated into one as operating results for all segments are similar. Accordingly, all of the Company’s financial service operations are considered by management to be aggregated in one reportable operating segment.

Business Combinations: At the date of acquisition the Company records the assets and liabilities of the acquired companies on the Consolidated Balance Sheets at their estimated fair value. The results of operations for acquired companies are included in the Company’s Consolidated Statements of Operations beginning at the acquisition date. Expenses arising from acquisition activities are recorded in the Consolidated Statements of Operations during the period incurred.

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

Derivative Instruments and Hedging Activities: The Company enters into interest rate swap agreements to facilitate the risk management strategies of a small number of commercial banking customers. All derivatives are accounted for in accordance with ASC-815, Derivatives and Hedging. The Company mitigates the risk of entering into these agreements by entering into equal and offsetting swap agreements with highly rated third party financial institutions. The swap agreements are free-standing derivatives and are recorded at fair value in the Company’s Consolidated Balance Sheets. The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes because the Company does not currently intend to execute a setoff with its’ counterparties. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of marketable securities, is posted by the counterparty with net liability positions in accordance with contract thresholds.

Effect of Newly Issued but Not Yet Effective Accounting Standards:

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The Update’s core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this Update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is evaluating the effect of adopting this new accounting Update on the Company’s financial statements.

In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments when the Terms of an Award Provide that a Performance Target Could Be Achieved After the Requisite Service Period. The amendments in this Update require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. 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 November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force).This Update clarifies how current U.S. GAAP should be interpreted in subjectively evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Public business entities are required to implement the new requirements in fiscal years and interim periods within those fiscal years beginning after December 15, 2015. This Update is not expected to have a significant impact on the Company’s financial statements.

In November 2014, the FASB issued ASU 2014-17, Business Combinations (Topic 805): Pushdown Accounting. The amendments in this Update apply to the separate financial statements of an acquired entity and its subsidiaries that are a business or nonprofit activity (either public or nonpublic) upon the occurrence of an event in which an acquirer (an individual or an entity) obtains control of the acquired entity. An acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period to the acquired entity’s most recent change-in-control event. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. This Update is not expected to have a significant impact on the Company’s financial statements.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810). The amendments in this Update affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities; (2) eliminate the presumption that a general partner should consolidate a limited partnership; (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and for interim periods within fiscal years beginning after December 15, 2017. This Update is not expected to have a significant impact on the Company’s financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30), as part of its initiative to reduce complexity in accounting standards. To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015,

and interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. This Update is not expected to have a significant impact on the Company’s financial statements.

In April 2015, the FASB issued ASU 2015-04, Compensation-Retirement Benefits (Topic 715), as part of its initiative to reduce complexity in accounting standards. For an entity with a fiscal year-end that does not coincide with a month-end, the amendments in this Update provide a practical expedient that permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. The practical expedient should be applied consistently to all plans if an entity has more than one plan. The amendments in this Update are effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. Earlier application is permitted. This Update is not expected to have a significant impact on the Company’s financial statements.

In May 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The Update applies to reporting entities that elect to measure the fair value of an investment using the net asset value per share (or its equivalent) practical expedient. Under the amendments in this Update, investments for which fair value is measured at net asset value per share (or its equivalent) using the practical expedient should not be categorized in the fair value hierarchy. Removing those investments from the fair value hierarchy not only eliminates the diversity in practice resulting from the way in which investments measured at net asset value per share (or its equivalent) with future redemption dates are classified, but also ensures that all investments categorized in the fair value hierarchy are classified using a consistent approach. Investments that calculate net asset value per share (or its equivalent), but for which the practical expedient is not applied will continue to be included in the fair value hierarchy. A reporting entity should continue to disclose information on investments for which fair value is measured at net asset value (or its equivalent) as a practical expedient to help users understand the nature and risks of the investments and whether the investments, if sold, are probable of being sold at amounts different from net asset value. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. A reporting entity should apply the amendments retrospectively to all periods presented. The retrospective approach requires that an investment for which fair value is measured using the net asset value per share practical expedient be removed from the fair value hierarchy in all periods presented in an entity’s financial statements. Earlier application is permitted. This Update is not expected to have a significant impact on the Company’s financial statements.

In August 2015, the FASB issued ASU 2015-14, Revenue from Contract with Customers (Topic 606). The amendments in this Update defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. All other entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The Company is evaluating the effect of adopting this new accounting Update.

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805). The amendments in this Update require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this Update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this Update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. 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 January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This Update applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. Among other things, this Update (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (g) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (h) clarifies that an entity should evaluate the need for a valuation allowance on a

deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities including not-for-profit entities and employee benefit plans within the scope of Topics 960 through 965 on plan accounting, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. All entities that are not public business entities may adopt the amendments in this Update earlier as of the fiscal years beginning after December 15, 2017, 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 position or results of operations.

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Merger

12 Months Ended

Dec. 31, 2015

Business Combinations [Abstract]

Merger

NOTE 2 - MERGER

On March 6, 2015, CBI completed the acquisition by merger of TCNB Financial Corp. (“TCNB”) in an all-cash transaction for aggregate consideration of $17,226, or $23.50 per share of TCNB stock. The Company and TCNB had first announced that they had entered into an agreement to merge in September of 2014. Immediately following the merger, TCNB’s banking subsidiary, The Citizens National Bank of Southwestern Ohio, was merged into CBI’s banking subsidiary, Civista Bank.

At the time of the merger, TCNB had total assets of $97,479, including $76,771 in loans, and $86,708 in deposits. The transaction was recorded as a purchase and, accordingly, the operating results of TCNB have been included in the Company’s Consolidated Financial Statements since the close of business on March 6, 2015. The aggregate of the purchase price over the fair value of the net assets acquired of approximately $5,375 was recorded as goodwill and will be evaluated for impairment on an annual basis.

Merger related cost were $391 and $236, respectively as of December 31, 2015 and December 31, 2014. These cost were primarily included in salaries, wages and benefits, contracted data processing and professional services on the consolidated statements of operations.

The following table presents financial information for the former TCNB included in the Consolidated Statements of Operations from the date of acquisition through December 31, 2015.

	Actual From Acquisition Date Through December 31, 2015
	(in thousands)
Net interest income after provision for loan losses	$	3,155
Noninterest income		138
Net income		1,282

The following table presents unaudited pro forma information for the periods ended December 31, 2015 and 2014 as if the acquisition of TCNB had occurred on January 1, 2014. This table has been prepared for comparative purposes only and is not indicative of the actual results that would have been attained had the acquisition occurred as of the beginning of the periods presented, nor is it indicative of future results.

	Pro Formas (unaudited)
	Twelve months ended December 31,
	2015		2014		2013
Net interest income after provision for loan losses	$	46,852	$	44,583	$	43,197
Noninterest income		14,699		14,297		12,486
Net income		11,931		10,045		7,024
Pro forma earnings per share:
Basic	$	1.32	$	1.06	$	0.76
Diluted	$	1.09	$	0.90	$	0.75

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for TCNB. Core deposit intangibles will be amortized over periods of between five and ten years using an accelerated method. Goodwill will not be amortized, but instead will be evaluated for impairment.

	At March 6, 2015
Total purchase price				$	17,226
Net assets acquired:
Cash and short-term investments		18,152
Loans, net		76,444
Other securities		716
Premises and equipment		1,738
Accrued interest receivable		194
Core deposit intangible		1,009
Other assets		472
Noninterest-bearing deposits		(18,263	)
Interest-bearing deposits		(68,606	)
Other liabilities		(5	)
					11,851
Goodwill				$	5,375

The acquired assets and liabilities were measured at estimated fair values. Management made certain estimates and exercised judgment in accounting for the acquisition. The following is a description of the methods used to determine fair value of significant assets and liabilities at the acquisition date:

Cash and short-term investments: The Company acquired $18.2 million in cash and short-term investments, which management deemed to reflect fair value based on the short term nature of the asset.

Loans: The Company acquired $76.4 million in loans receivable with and without evidence of credit quality deterioration. The loans consisted of Commercial loans, Commercial Real Estate loans, and Residential Real Estate loans including home equity secured lines of credit, as well as Real Estate Construction, Farm Real Estate loans and Consumer and other loans. The fair value of the performing loan portfolio includes separate adjustments to reflect a credit risk and marketability component and a yield component reflecting the differential between portfolio and market yields. Additionally, certain loans were valued based on their observable sales price. Loans acquired with credit deterioration of $831 were individually evaluated to estimate credit losses and a net recovery amount for each loan. The net cash flows for each loan were then discounted to present value using a risk-adjusted market rate.

Deposits: The Company acquired $86.9 million in deposits. Savings and transaction accounts are variable, have no stated maturity and can be withdrawn on short notice with no penalty. Therefore, the fair value of such deposits is considered equal to the carrying value. The fair value of CD’s is determined by comparing the contractual cost of the CD’s to the market rates with corresponding maturities. The valuation adjustment reflects the present value of the difference between the cash flows attributable to the CD’s based on contractual and market rates. The core deposit intangible is determined by the present value difference of the net cost of the core deposit versus the same amount for an alternative funding source.

This acquisition provided the Company with the strategic opportunity to expand into new markets that, while similar to existing markets, are projected to be more vibrant in population growth and business opportunity growth. Additionally, the acquisition provides the Company with additional exposure to suburbs of larger urban areas without the commitment of operating inside large metropolitan areas dominated by regional and national financial organizations. The acquisition also creates synergies on the operational side of the Company by allowing noninterest expenses to be spread over a larger operating base.

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Securities

12 Months Ended

Dec. 31, 2015

Investments, Debt and Equity Securities [Abstract]

Securities

NOTE 3 - SECURITIES

The amortized cost and fair value of available for sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive loss were as follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
2015
U.S. Treasury securities and obligations of U.S. government agencies	$	40,992	$	74	$	(129	)	$	40,937
Obligations of states and political subdivisions		87,255		4,959		(62	)		92,152
Mortgage-back securities in government sponsored entities		62,135		681		(243	)		62,573
Total debt securities		190,382		5,714		(434	)		195,662
Equity securities in financial institutions		481		106		—			587
Total	$	190,863	$	5,820	$	(434	)	$	196,249
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
2014
U.S. Treasury securities and obligations of U.S.government agencies	$	42,910	$	115	$	(123	)	$	42,902
Obligations of states and political subdivisions		83,215		5,112		(306	)		88,021
Mortgage-back securities in government sponsored entities		65,646		976		(180	)		66,442
Total debt securities		191,771		6,203		(609	)		197,365
Equity securities in financial institutions		481		59		—			540
Total	$	192,252	$	6,262	$	(609	)	$	197,905

The amortized cost and fair value of securities at year end 2015 by contractual maturity were as follows. 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	$	5,075	$	5,078
Due from one to five years		31,433		31,442
Due from five to ten years		31,754		33,606
Due after ten years		59,985		62,963
Mortgage-backed securities in government sponsored entities		62,135		62,573
Equity securities in financial institutions		481		587
Total	$	190,863	$	196,249

Securities with a carrying value of $142,888 and $137,898 were pledged as of December 31, 2015 and 2014, respectively, to secure public deposits, other deposits and liabilities as required or permitted by law.

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

	2015			2014			2013
Sale proceeds	$	—		$	18,088		$	8,686
Gross realized gains		—			113			144
Gross realized losses		—			(1	)		(89	)
Gains (losses) from securities called or settled by the issuer		(18	)		1			149

Debt securities with unrealized losses at year end 2015 and 2014 not recognized in income are as follows:

	12 Months or less					More than 12 months					Total
2015	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
Description of Securities	Value		Loss			Value		Loss			Value		Loss
U.S. Treasury securities and obligations of U.S. government agencies	$	25,464	$	(112	)	$	1,132	$	(17	)	$	26,596	$	(129	)
Obligations of states and political subdivisions		2,932		(20	)		1,469		(42	)		4,401		(62	)
Mortgage-backed securities in gov’t sponsored entities		27,263		(172	)		5,041		(71	)		32,304		(243	)
Total temporarily impaired	$	55,659	$	(304	)	$	7,642	$	(130	)	$	63,301	$	(434	)
	12 Months or less					More than 12 months					Total
2014	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
Description of Securities	Value		Loss			Value		Loss			Value		Loss
U.S. Treasury securities and obligations of U.S. government agencies	$	7,664	$	(17	)	$	11,888	$	(106	)	$	19,552	$	(123	)
Obligations of states and political subdivisions		853		(11	)		5,647		(295	)		6,500		(306	)
Mortgage-backed securities in gov’t sponsored entities		12,289		(29	)		11,492		(151	)		23,781		(180	)
Total temporarily impaired	$	20,806	$	(57	)	$	29,027	$	(552	)	$	49,833	$	(609	)

The Company periodically evaluates securities for other-than-temporary impairment. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. Unrealized losses that are determined to be temporary in nature are recorded, net of tax, in accumulated other comprehensive loss on the Consolidated Balance Sheet.

The Company has assessed each available-for-sale security position for credit impairment. Factors considered in determining whether a loss is temporary include:

• The length of time and the extent to which fair value has been below cost;

• The severity of impairment;

• The cause of the impairment and the financial condition and near-term prospects of the issuer;

• If the Company intends to sell the investment;

• If it’s more-likely-than-not the Company will be required to sell the investment before recovering its amortized cost basis; and

• If the Company does not expect to recover the investment’s entire amortized cost basis (even if the Company does not intend to sell the investment).

The Company’s review for impairment generally entails:

• Identification and evaluation of investments that have indications of impairment;

• Analysis of individual investments that have fair values less than amortized cost, including consideration of length of time each investment has been in unrealized loss position and the expected recovery period;

• Evaluation of factors or triggers that could cause individual investments to qualify as having other-than-temporary impairment; and

• Documentation of these analyses, as required by policy.

At December 31, 2015, the Company owned 50 securities that were considered temporarily impaired. The unrealized losses on these securities have not been recognized into income because the issuers’ bonds 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 changes in market interest rates. The Company also considers sector specific credit rating changes in its analysis. 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.

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Loans

12 Months Ended

Dec. 31, 2015

Receivables [Abstract]

Loans

NOTE 4 - LOANS

Loans at year-end were as follows:

	2015			2014
Commercial and Agriculture	$	124,402		$	113,265
Commercial Real Estate - owner occupied		167,897			143,014
Commercial Real Estate - non-owner occupied		348,439			308,666
Residential Real Estate		236,338			214,537
Real Estate Construction		58,898			65,452
Farm Real Estate		46,993			53,973
Consumer and Other		18,560			15,950
Total Loans		1,001,527			914,857
Allowance for loan losses		(14,361	)		(14,268	)
Net loans	$	987,166		$	900,589

Included in total loans above are deferred loan fees of $78 at December 31, 2015 and $237 at December 31, 2014.

Included in the totals above are loans acquired from TCNB at the acquisition date, net of fair value adjustments, of:

	March 6,
	2015
Commercial and Agriculture	$	13,799
Commercial Real Estate:
Owner Occupied		23,029
Non-Owner Occupied		13,411
Residential Real Estate		17,541
Real Estate Construction		3,863
Farm Real Estate		397
Consumer and Other		4,404
Net loans	$	76,444

Loans to principal officers, directors, and their affiliates at year-end 2015 and 2014 were as follows:

	2015			2014
Balance - Beginning of year	$	7,031		$	9,294
New loans and advances		2,147			2,700
Repayments		(2,947	)		(2,792	)
Effect of changes to related parties		8,916			(2,171	)
Balance - End of year	$	15,147		$	7,031

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Allowance for Loan Losses

12 Months Ended

Dec. 31, 2015

Text Block [Abstract]

Allowance for Loan Losses

NOTE 5 - ALLOWANCE FOR LOAN LOSSES

Management has an established methodology to determine 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. Loans are segmented into the following pools: Commercial and Agriculture loans, Commercial Real Estate – Owner Occupied loans, Commercial Real Estate – Non-owner Occupied loans, Residential Real Estate loans, Real Estate Construction loans, Farm Real Estate loans and Consumer and Other loans. 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, except for the segment consisting of purchased automobile loans which is calculated over a two-year period. The use of a three-year period for loss migration analysis is a change in methodology. The Company began using the three-year period for loss migration during the third quarter of 2015. Previously, a two-year loss migration analysis had been used for the entire loan portfolio. With continued improvement and stability in economic conditions, regulatory guidance recommends a longer look-back period. In addition, Civista made significant changes to consumer and commercial lending policies in the first quarter of 2012. Combined, the stable economy and now seasoned policy changes indicate a three-year period is more reflective of future expectations. 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 Civista’s credit review system

• Changes in the nature and volume of the loan portfolio

• Changes in past due, classified and nonaccrual loans and TDRs

• Changes in economic and business conditions

• Changes in competition or legal and regulatory requirements

• Changes in concentrations within the loan portfolio

• Changes in the underlying collateral for collateral dependent loans

The total allowance reflects management’s estimate of loan losses inherent in the loan portfolio at the consolidated balance sheet date. The Company considers the allowance for loan losses of $14,361 adequate to cover loan losses inherent in the loan portfolio, at December 31, 2015. The following tables present, by portfolio segment, the changes in the allowance for loan losses, the ending allocation of the allowance for loan losses and the loan balances outstanding for the years ended December 31, 2015 and December 31, 2014. The changes can be impacted by overall loan volume, adversely graded loans, historical charge-offs and economic factors.

	Beginning balance		Charge-offs			Recoveries		Provision			Ending Balance
Allowance for loan losses:
December 31, 2015
Commercial & Agriculture	$	1,819	$	(190	)	$	182	$	(333	)	$	1,478
Commercial Real Estate:
Owner Occupied		2,221		(523	)		187		582			2,467
Non-Owner Occupied		4,334		(81	)		115		289			4,657
Residential Real Estate		3,747		(1,135	)		331		1,143			4,086
Real Estate Construction		428		—			5		(62	)		371
Farm Real Estate		822		—			76		(360	)		538
Consumer and Other		200		(120	)		46		256			382
Unallocated		697		—			—		(315	)		382
Total	$	14,268	$	(2,049	)	$	942	$	1,200		$	14,361

For the year ended December 31, 2015, the allowance for Commercial and Agriculture loans was reduced due to decreases in specific reserves for impaired loans of $625. The decrease in specific reserves for impaired loans was primarily the result of the resolution of an impaired loan. The Company did not incur losses with this resolution. The result was represented as a decrease in the provision. The increase in the allowance for Commercial Real Estate - Owner Occupied loans was the result of an increase in loss migration rates, which is attributable to the change in the lookback period to a three-year period. The increase in the allowance for Commercial Real Estate – Non–Owner Occupied loans was the result of an increase in loss migration rates, which is attributable to the change in the lookback period to a three-year period. The ending reserve balance for Residential Real Estate loans increased from the end of the previous year due to an increase in loss migration rates, which is attributable to the change in the look-back period to a three-year period. The allowance for Real Estate Construction loans decreased as a result of decreasing loan balances. The allowance for Farm Real Estate loans decreased as a result of decreasing loan balances and loss rates offset by an increase in classified loans. The increase in the allowance for Consumer and other loans increased due to an increase in loss rates, which is attributable to the change in the look-back period. Unallocated reserves declined due to a change in the Company’s lookback period. As described above, the Company changed from a two-year lookback period to a three-year lookback period when calculating all but one segment’s loss migration rates during the third quarter of 2015. The change in methodology is reflected in a decline in the unallocated balance with corresponding increase in allocated balances within the reserve calculation. While loan balances are up, loss rates continue to trend downward, exclusive of the change in methodology, resulting in a lower allowance balance. While criticized loans have increased slightly, we have seen significant improvement in nonperforming loan balances resulting in a decline in specific reserves for impaired loans. 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.

	Beginning balance		Charge-offs			Recoveries		Provision			Ending Balance
Allowance for loan losses:
December 31, 2014
Commercial & Agriculture	$	2,838	$	(338	)	$	251	$	(932	)	$	1,819
Commercial Real Estate:
Owner Occupied		2,931		(1,661	)		360		591			2,221
Non-Owner Occupied		3,888		(198	)		50		594			4,334
Residential Real Estate		5,224		(2,449	)		293		679			3,747
Real Estate Construction		184		—			6		238			428
Farm Real Estate		740		—			—		82			822
Consumer and Other		217		(135	)		61		57			200
Unallocated		506		—			—		191			697
Total	$	16,528	$	(4,781	)	$	1,021	$	1,500		$	14,268

For the year ended December 31, 2014, the allowance for Commercial and Agriculture loans was reduced not only by charge-offs, but also due to a decrease in both the loan balances outstanding and the specific reserve required for this type, which was driven by a decrease in the volume of impaired loans and classified loans. The net result of these changes was represented as a decrease in the provision. The decrease in the allowance for Commercial Real Estate - Owner Occupied loans was the result of eleven charge-offs, but also due to a decrease in loan balances outstanding and a decline in nonaccrual loans. The result of these changes was represented as a decrease in the allowance. The increase in the allowance for Commercial Real Estate - Non-Owner Occupied loans was the result of increasing loan balances and increased past-due balances. The allowance for Real Estate Construction loans increased as a result of a significant increase in loan balances. The ending reserve balance for Residential Real Estate loans declined from the end of the previous year due to charge-offs of loans that had a specific reserve previously applied. Additionally, a single relationship resulted in losses of $1,436 related to protecting the Company’s collateral. The net result of the changes was represented as a decrease in the allowance. The allowance for Consumer and Other loans decreased slightly during the year. While loan balances are up, loss rates continue to decrease resulting in the allowance being slightly lower. While we have seen improvement in asset quality, given the uncertainty in the economy, management determined that it was appropriate to maintain unallocated reserves at a slightly higher level at this time.

	Beginning balance		Charge- offs			Recoveries		Provision			Ending Balance
Allowance for loan losses:
December 31, 2013
Commercial & Agriculture	$	2,811	$	(483	)	$	141	$	369		$	2,838
Commercial Real Estate:
Owner Occupied		4,565		(989	)		265		(910	)		2,931
Non-Owner Occupied		4,942		(815	)		184		(423	)		3,888
Residential Real Estate		5,780		(2,800	)		391		1,853			5,224
Real Estate Construction		349		(136	)		108		(137	)		184
Farm Real Estate		632		(107	)		67		148			740
Consumer and Other		246		(220	)		80		111			217
Unallocated		417		—			—		89			506
Total	$	19,742	$	(5,550	)	$	1,236	$	1,100		$	16,528

For the year ended December 31, 2013, the allowance for Commercial Real Estate loans was reduced not only by charge-offs, but also due to the specific reserve required for impaired loans within this segment. The net result of these changes was represented as a decrease in the provision. The allowance for Real Estate Construction loans was reduced as a result of changes to specific reserves required for impaired loans and a reduction in the historical charge-offs for this segment. The result of these changes was represented as a decrease in the provision. The ending reserve balance for Residential Real Estate loans declined from the end of the previous year due to charge-offs during the period. Since these charged-off loans already had specific reserves assigned to them, we no longer need to carry as large a reserve for this segment. While we have seen improvement in asset quality, given the uncertainty in the economy, management determined that it was appropriate to maintain unallocated reserves at a higher level at this time.

	Loans acquired with credit deterioration		Loans individually evaluated for impairment		Loans collectively evaluated for impairment		Total
December 31, 2015
Allowance for loan losses:
Commercial & Agriculture	$	—	$	23	$	1,455	$	1,478
Commercial Real Estate:
Owner Occupied		—		103		2,364		2,467
Non-Owner Occupied		—		—		4,657		4,657
Residential Real Estate		123		137		3,826		4,086
Real Estate Construction		—		—		371		371
Farm Real Estate		—		—		538		538
Consumer and Other		—		—		382		382
Unallocated		—		—		382		382
Total	$	123	$	263	$	13,975	$	14,361
Outstanding loan balances:
Commercial & Agriculture	$	132	$	873	$	123,397	$	124,402
Commercial Real Estate:
Owner Occupied		—		2,141		165,756		167,897
Non-Owner Occupied		—		1,742		346,697		348,439
Residential Real Estate		131		1,642		234,565		236,338
Real Estate Construction		—		—		58,898		58,898
Farm Real Estate		—		953		46,040		46,993
Consumer and Other		—		3		18,557		18,560
Total	$	263	$	7,354	$	993,910	$	1,001,527

	Loans acquired with credit deterioration		Loans individually evaluated for impairment		Loans collectively evaluated for impairment		Total
December 31, 2014
Allowance for loan losses:
Commercial & Agriculture	$	—	$	641	$	1,178	$	1,819
Commercial Real Estate:
Owner Occupied		—		4		2,217		2,221
Non-Owner Occupied		—		20		4,314		4,334
Residential Real Estate		—		305		3,442		3,747
Real Estate Construction		—		—		428		428
Farm Real Estate		—		53		769		822
Consumer and Other		—		—		200		200
Unallocated		—		—		697		697
Total	$	—	$	1,023	$	13,245	$	14,268
Outstanding loan balances:
Commercial & Agriculture	$	—	$	2,304	$	110,961	$	113,265
Commercial Real Estate:
Owner Occupied		—		3,348		139,666		143,014
Non-Owner Occupied		—		2,176		306,490		308,666
Residential Real Estate		—		3,108		211,429		214,537
Real Estate Construction		—		—		65,452		65,452
Farm Real Estate		—		208		53,765		53,973
Consumer and Other		—		5		15,945		15,950
Total	$	—	$	11,149	$	903,708	$	914,857

The following tables represent credit exposures by internally assigned risk ratings for the periods ended December 31, 2015 and 2014. The remaining loans in the Residential Real Estate, Real Estate Construction and Consumer and Other loan categories that are not assigned a risk grade are presented in a separate table below. 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 rating system is based on experiences with similarly graded loans.

The Company’s internally assigned 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.

• Unrated – Generally, consumer loans are not risk-graded, except when collateral is used for a business purpose.

	Pass		Special Mention		Substandard		Doubtful		Ending Balance
December 31, 2015
Commercial & Agriculture	$	117,739	$	3,090	$	3,573	$	—	$	124,402
Commercial Real Estate:
Owner Occupied		156,622		5,571		5,704		—		167,897
Non-Owner Occupied		339,734		6,100		2,605		—		348,439
Residential Real Estate		62,147		1,671		7,435		—		71,253
Real Estate Construction		52,399		216		29		—		52,644
Farm Real Estate		39,787		4,024		3,182		—		46,993
Consumer and Other		1,987		3		111		—		2,101
Total	$	770,415	$	20,675	$	22,639	$	—	$	813,729
	Pass		Special Mention		Substandard		Doubtful		Ending Balance
December 31, 2014
Commercial & Agriculture	$	106,989	$	3,446	$	2,830	$	—	$	113,265
Commercial Real Estate:
Owner Occupied		129,849		4,378		8,787		—		143,014
Non-Owner Occupied		299,167		5,682		3,817		—		308,666
Residential Real Estate		49,249		697		8,833		—		58,779
Real Estate Construction		59,584		19		41		—		59,644
Farm Real Estate		51,416		1,737		820		—		53,973
Consumer and Other		1,567		—		53		—		1,620
Total	$	697,821	$	15,959	$	25,181	$	—	$	738,961

The following tables present performing and nonperforming loans based solely on payment activity for the years ended December 31, 2015 and December 31, 2014 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 or if management thinks 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.

	Residential Real Estate		Real Estate Construction		Consumer and Other		Total
December 31, 2015
Performing	$	165,048	$	6,254	$	16,458	$	187,760
Nonperforming		37		—		1		38
Total	$	165,085	$	6,254	$	16,459	$	187,798
	Residential Real Estate		Real Estate Construction		Consumer and Other		Total
December 31, 2014
Performing	$	155,758	$	5,808	$	14,312	$	175,878
Nonperforming		—		—		18		18
Total	$	155,758	$	5,808	$	14,330	$	175,896

The following tables include an aging analysis of the recorded investment of past due loans outstanding as of December 31, 2015 and 2014.

	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Total Loans		Past Due 90 Days and Accruing
December 31, 2015
Commercial & Agriculture	$	9	$	32	$	37	$	78	$	124,324	$	124,402	$	—
Commercial Real Estate:
Owner Occupied		982		36		284		1,302		166,595		167,897		—
Non-Owner Occupied		269		330		123		722		347,717		348,439		—
Residential Real Estate		2,845		404		1,725		4,974		231,364		236,338		—
Real Estate Construction		8		—		—		8		58,890		58,898		—
Farm Real Estate		—		—		—		—		46,993		46,993		—
Consumer and Other		98		68		8		174		18,386		18,560		—
Total	$	4,211	$	870	$	2,177	$	7,258	$	994,269	$	1,001,527	$	—
	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Total Loans		Past Due 90 Days and Accruing
December 31, 2014
Commercial & Agriculture	$	58	$	—	$	187	$	245	$	113,020	$	113,265	$	—
Commercial Real Estate:		622		251		656		1,529		141,485		143,014		—
Owner Occupied
Non-Owner Occupied		520		5		2,103		2,628		306,038		308,666		—
Residential Real Estate		1,923		721		2,177		4,821		209,716		214,537		—
Real Estate Construction		33		—		8		41		65,411		65,452		—
Farm Real Estate		—		—		171		171		53,802		53,973		—
Consumer and Other		131		9		37		177		15,773		15,950		18
Total	$	3,287	$	986	$	5,339	$	9,612	$	905,245	$	914,857	$	18

The following table presents loans on nonaccrual status as of December 31, 2015 and 2014.

	2015		2014
Commercial & Agriculture	$	1,185	$	1,264
Commercial Real Estate:
Owner Occupied		1,645		3,403
Non-Owner Occupied		1,428		2,134
Residential Real Estate		4,542		6,280
Real Estate Construction		29		41
Farm Real Estate		961		394
Consumer and Other		100		42
Total	$	9,890	$	13,558

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. 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 the borrower 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. The gross interest income that would have been recorded on nonaccrual loans in 2015, 2014 and 2013 if the loans had been current in accordance with their original terms and had been outstanding throughout the period or since origination, if held for part of the period, was $1,761, $1,477 and $1,783, respectively. The amount of interest income on such loans actually included in net income was $766 in 2015, $719 in 2014 and $1,155 in 2013.

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. 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. Real Estate loans modified in a TDR were primarily comprised of interest rate reductions where monthly payments were 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 estimated fair value of the collateral, less any selling costs, if the loan is collateral dependent. Management exercises significant judgment in developing these estimates. TDRs accounted for $286 of the allowance for loan losses for December 31, 2015, $895 as of December 31, 2014 and $750 as of December 31, 2013.

Loan modifications that are considered TDRs completed during the twelve month periods ended December 31, 2015, 2014 and 2013 were as follows:

	For the Twelve Month Period Ended December 31, 2015
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		—	$	—	$	—
Commercial Real Estate:
Owner Occupied		—		—		—
Non-Owner Occupied		—		—		—
Residential Real Estate		—		—		—
Real Estate Construction		1		41		41
Farm Real Estate		—		—		—
Consumer and Other		—		—		—
Total Loan Modifications		1	$	41	$	41
	For the Twelve Month Period Ended December 31, 2014
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		—	$	—	$	—
Commercial Real Estate:
Owner Occupied		—		—		—
Non-Owner Occupied		—		—		—
Residential Real Estate		9		619		554
Real Estate Construction		1		35		35
Farm Real Estate		—		—		—
Consumer and Other		—		—		—
Total Loan Modifications		10	$	654	$	589

	For the Twelve Month Period Ended December 31, 2013
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		—	$	—	$	—
Commercial Real Estate:
Owner Occupied		2		547		547
Non-Owner Occupied		—		—		—
Residential Real Estate		—		—		—
Real Estate Construction		—		—		—
Farm Real Estate		—		—		—
Consumer and Other		—		—		—
Total Loan Modifications		2	$	547	$	547

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 originations loans, so modified loans present a higher risk of loss than do new origination loans. During the twelve month period ended December 31, 2015, there was one default, totaling $107, on loans which were modified and considered TDRs during the previous twelve months. During the period ended December 31, 2014, there were no defaults on loans that were modified and considered TDRs during the previous twelve months.

Impaired Loans: Larger (greater than $350) commercial loans and commercial real estate loans, all TDRs and residential real estate and consumer loans that are part of a larger relationship are tested for impairment. 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 following tables include the recorded investment and unpaid principal balances for impaired financing receivables with the associated allowance amount, if applicable, as of December 31, 2015 and 2014.

	December 31, 2015						December 31, 2014
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Commercial & Agriculture	$	851	$	1,034			$	1,377	$	1,504
Commercial Real Estate:
Owner Occupied		1,224		1,343				2,961		3,327
Non-Owner Occupied		1,742		1,826				92		140
Residential Real Estate		965		1,591				1,893		3,487
Farm Real Estate		953		1,026				—		—
Consumer and Other		3		3				5		5
Total		5,738		6,823				6,328		8,463
With an allowance recorded:
Commercial & Agriculture		22		23	$	23		927		1,056	$	641
Commercial Real Estate:
Owner Occupied		917		999		103		388		387		4
Non-Owner Occupied		—		—		—		2,083		2,287		20
Residential Real Estate		808		683		260		1,215		1,223		305
Farm Real Estate		—		—		—		208		256		53
Total		1,747		1,705		386		4,821		5,209		1,023
Total:
Commercial & Agriculture		873		1,057		23		2,304		2,560		641
Commercial Real Estate:
Owner Occupied		2,141		2,342		103		3,349		3,714		4
Non-Owner Occupied		1,742		1,826		—		2,175		2,427		20
Residential Real Estate		1,773		2,274		260		3,108		4,710		305
Farm Real Estate		953		1,026		—		208		256		53
Consumer and Other		3		3		—		5		5		—
Total	$	7,485	$	8,528	$	386	$	11,149	$	13,672	$	1,023

Changes in the amortizable yield for purchased credit-impaired loans were as follows for the year ended December 31, 2015:

	At December 31, 2015
	(In Thousands)
Balance at beginning of period	$	—
Acquisition of impaired loans		140
Accretion		(60	)
Balance at end of period	$	80

Loans acquired with credit deterioration and of $831 and accounted for in accordance with ASC 310-30 were individually evaluated to estimate credit losses and a net recovery amount for each loan. The net cash flows for each loan were then discounted to present value using a risk-adjusted market rate. The table below presents the components of the purchase accounting adjustments.

	March 6, 2015
Contractually required payments	$	1,305
Non-accretable discount		(691	)
Expected cash flows		614
Accretable discount		(140	)
Estimated fair value	$	474

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

	At March 6, 2015		At December 31, 2015
	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	$	1,305	$	965
Carrying amount		474		263

There has been $123 in allowance for loan losses recorded for acquired loans with or without specific evidence of deterioration in credit quality as of December 31, 2015.

The following tables include the average recorded investment and interest income recognized for impaired financing receivables as of, and for the years ended, December 31, 2015, 2014 and 2013.

	December 31, 2015				December 31, 2014
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
For the year ended:
Commercial & Agriculture	$	1,519	$	72	$	3,316	$	104
Commercial Real Estate:
Owner Occupied		2,738		139		5,720		200
Non-Owner Occupied		1,946		32		2,767		40
Residential Real Estate		2,544		152		3,291		207
Real Estate Construction		16		—		—		—
Farm Real Estate		653		56		219		19
Consumer and Other		4		—		6		—
Total	$	9,420	$	451	$	15,319	$	570

	December 31, 2013
	Average Recorded Investment		Interest Income Recognized
For the year ended:
Commercial & Agriculture	$	4,761	$	186
Commercial Real Estate:
Owner Occupied		6,065		417
Non-Owner Occupied		5,855		85
Residential Real Estate		4,792		282
Real Estate Construction		302		—
Farm Real Estate		246		19
Consumer and Other		30		—
Total	$	22,051	$	989

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 December 31, 2015 and December 31, 2014, a total of $116 and $560, respectively of foreclosed assets were included with other assets. As of December 31, 2015, included within the foreclosed assets is $116 of consumer residential mortgages that were foreclosed on or received via a deed in lieu transaction prior to the period end. As of December 31, 2015, the Company had initiated formal foreclosure procedures on $340 of consumer residential mortgages.

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Other Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2015

Equity [Abstract]

Other Comprehensive Income (Loss)

NOTE 6 – OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents the changes in each component of accumulated other comprehensive loss, net of tax, as of December 31, 2015, 2014 and 2013.

	For the Year Ended									For the Year Ended									For the Year Ended
	December 31, 2015									December 31, 2014									December 31, 2013
	Unrealized Gains and Losses on Available for Sale Securities			Defined Benefit Pension Items			Total			Unrealized Gains and Losses on Available for Sale Securities			Defined Benefit Pension Items			Total			Unrealized Gains and Losses on Available for Sale Securities			Defined Benefit Pension Items			Total
Beginning balance	$	3,730		$	(3,777	)	$	(47	)	$	341		$	(4,588	)	$	(4,247	)	$	5,849		$	(7,496	)	$	(1,647	)
Other comprehensive income (loss) before reclassifications		(188	)		(449	)		(637	)		3,464			591			4,055			(5,373	)		—			(5,373	)
Amounts reclassified from accumulated other comprehensive loss		12			177			189			(75	)		220			145			(135	)		2,908			2,773
Net current-period other comprehensive income (loss)		(176	)		(272	)		(448	)		3,389			811			4,200			(5,508	)		2,908			(2,600	)
Ending balance	$	3,554		$	(4,049	)	$	(495	)	$	3,730		$	(3,777	)	$	(47	)	$	341		$	(4,588	)	$	(4,247	)

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 loss as of December 31, 2015, 2014 and 2013.

	Amount Reclassified from Accumulated Other Comprehensive Loss (a)
	For the year ended December 31,
Details about Accumulated Other Comprehensive Loss Components	2015			2014			2013			Affected Line Item in the Statement Where Net Income is Presented
Unrealized gains (losses) on available-for-sale securities	$	(18	)	$	113		$	204		Net gain (loss) on sale of securities
Tax effect		6			(38	)		(69	)	Income taxes
		(12	)		75			135
Amortization of defined benefit pension items
Actuarial losses		(270	)(b)		(334	)(b)		(4,406	)(b)	Salaries, wages and benefits
Tax effect		93			114			1,498		Income taxes
		(177	)		(220	)		(2,908	)
Total reclassifications for the period	$	(189	)	$	(145	)	$	(2,773	)

^(a)  Amounts in parentheses indicate expenses and other amounts indicate income.

^(b)  These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost.

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Premises and Equipment

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Premises and Equipment

NOTE 7 - PREMISES AND EQUIPMENT

Year-end premises and equipment were as follows:

	2015			2014
Land and improvements	$	4,225		$	3,770
Buildings and improvements		20,856			17,373
Furniture and equipment		15,996			13,942
Total		41,077			35,085
Accumulated depreciation		(24,133	)		(20,685	)
Premises and equipment, net	$	16,944		$	14,400

Depreciation expense was $1,193, $1,176 and $1,334 for 2015, 2014 and 2013, respectively.

Rent expense was $506, $377 and $367 for 2015, 2014 and 2013, respectively. Rent commitments under non-cancelable operating leases at December 31, 2015 were as follows, before considering renewal options that generally are present.

2016	$	529
2017		492
2018		307
2019		263
2020		48
Thereafter		—
Total	$	1,639

The rent commitments listed above are primarily for the leasing of seven financial services branches.

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Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

NOTE 8 – GOODWILL AND INTANGIBLE ASSETS

The carrying amount of goodwill increased from $21,720 on December 31, 2014 to $27,095 on December 31, 2015. The increase was the result of the goodwill related to the merger with TCNB Financial Corp. of $5,375.

Management performs an annual evaluation of goodwill for impairment, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Management performed an evaluation of the Company’s goodwill during the fourth quarter of 2015. In performing its evaluation, management obtained several commonly used financial ratios from pending and completed purchase transactions for banks based in the Midwest. Management used these ratios to determine an implied market value for the Company. The implied market value was then used to determine whether or not additional testing was required. Based on this test, management concluded that the Company’s goodwill was not impaired at December 31, 2015.

Acquired intangible assets were as follows as of year end.

	2015				2014
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Core deposit and other intangibles	$	7,697	$	5,876	$	6,688	$	5,165

Aggregate amortization expense was $711, $769 and $846 for 2015, 2014 and 2013, respectively.

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

2016	$	699
2017		587
2018		111
2019		88
2020		71
Thereafter		265
	$	1,821

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Interest-Bearing Deposits

12 Months Ended

Dec. 31, 2015

Text Block [Abstract]

Interest-Bearing Deposits

NOTE 9 - INTEREST-BEARING DEPOSITS

Interest-bearing deposits as of December 31, 2015 and 2014 were as follows:

	2015		2014
Demand	$	176,303	$	179,388
Statement and Passbook Savings		364,066		318,859
Certificates of Deposit:
In excess of $100		53,499		53,669
Other		130,840		139,531
Individual Retirement Accounts		26,710		26,770
Total	$	751,418	$	718,217

Scheduled maturities of certificates of deposit, including IRA’s at December 31, 2015 were as follows:

2016	$	124,120
2017		53,071
2018		14,539
2019		13,508
2020		5,314
Thereafter		497
Total	$	211,049

Deposits from the Company’s principal officers, directors, and their affiliates at year-end 2015 and 2014 were $6,868 and $6,882, respectively.

As of December 31, 2015, CDs and IRAs totaling $17,904 met or exceeded the FDIC’s insurance limit.

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Short-Term Borrowings

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Short-Term Borrowings

NOTE 10 – SHORT-TERM BORROWINGS

Short-term borrowings, which consist of federal funds purchased and other short-term borrowings are summarized as follows:

	At December 31, 2015						At December 31, 2014
	Federal						Federal
	Funds			Short-term			Funds			Short-term
	Purchased			Borrowings			Purchased			Borrowings
Outstanding balance at year end	$	—		$	53,700		$	—		$	42,700
Maximum indebtedness during the year		—			64,700			—			42,700
Average balance during the year		69			26,880			41			1,951
Average rate paid during the year		0.53	%		0.20	%		0.54	%		0.19	%
Interest rate on year end balance		—			0.35	%		—			0.14	%
	At December 31, 2013
	Federal
	Funds			Short-term
	Purchased			Borrowings
Outstanding balance at year end	$	—		$	—
Maximum indebtedness during the year		—			—
Average balance during the year		28			—
Average rate paid during the year		0.53	%		—
Interest rate on year end balance		—			—

Outstanding during the year represent daily averages. Average interest rates represent 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 both December 31, 2015 and December 31, 2014.

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Federal Home Loan Bank Advances

12 Months Ended

Dec. 31, 2015

Banking and Thrift [Abstract]

Federal Home Loan Bank Advances

NOTE 11 - FEDERAL HOME LOAN BANK ADVANCES

Long term advances from the FHLB were $17,500 at December 31, 2015 and $22,500 at December 31, 2014. Outstanding balances have maturity dates ranging from January 2017 to October 2019 and fixed rates ranging from 1.50% to 4.25%. The average rate on outstanding advances was 2.06%.

Scheduled principal reductions of FHLB advances outstanding at December 31, 2015 were as follows:

2016	$	—
2017		2,500
2018		10,000
2019		5,000
Total	$	17,500

In addition to the borrowings, the Company had outstanding letters of credit with the FHLB totaling $21,200 at year-end 2015 and $22,700 at year-end 2014 used for pledging to secure public funds. FHLB borrowings and the letters of credit are collateralized by FHLB stock and by $138,600 and $131,850 of residential mortgage loans under a blanket lien arrangement at year-end 2015 and 2014, respectively.

The Company had a FHLB maximum borrowing capacity of $132,054 as of December 31, 2015, with remaining borrowing capacity of approximately $39,654. The borrowing arrangement with the FHLB is subject to annual renewal. The maximum borrowing capacity is recalculated at least quarterly.

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Securities Sold Under Agreements to Repurchase

12 Months Ended

Dec. 31, 2015

Brokers and Dealers [Abstract]

Securities Sold Under Agreements to Repurchase

NOTE 12 – SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

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 December 31, 2015 and December 31, 2014. All of the repurchase agreements are overnight agreements.

	December 31, 2015		December 31, 2014
Securities pledged for repurchase agreements:
U.S. Treasury securities	$	894	$	876
Obligations of U.S. government agencies		24,146		20,737
Total securities pledged	$	25,040	$	21,613
Gross amount of recognized liabilities for repurchase agreements	$	25,040	$	21,613
Amounts related to agreements not included in offsetting disclosures above	$	—	$	—

Information concerning securities sold under agreements to repurchase was as follows:

	2015			2014			2013
Outstanding balance at year end	$	25,040		$	21,613		$	20,053
Average balance during the year		20,086			19,759			20,749
Average interest rate during the year		0.10	%		0.10	%		0.10	%
Maximum month-end balance during the year	$	25,040		$	33,764		$	24,257
Weighted average interest rate at year end		0.10	%		0.10	%		0.10	%

Securities underlying repurchase agreements had a fair value of $25,040 at December 31, 2015 and $21,613 at December 31, 2014.

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Subordinated Debentures

12 Months Ended

Dec. 31, 2015

Brokers and Dealers [Abstract]

Subordinated Debentures

NOTE 13 – SUBORDINATED DEBENTURES

Trusts formed by the Company issued floating rate trust preferred securities, in the amounts of $5,000 and $7,500, through special purpose entities as part of pooled offerings of such securities. The Company issued subordinated debentures to the trusts in exchange for the proceeds of the offerings, which debentures represent the sole assets of the trusts. The Company may redeem the subordinated debentures, in whole but not in part, at face value. In April 2007, the Company elected to redeem and refinance the $5,000 floating rate subordinated debenture. The refinancing was done at face value and resulted in a 2.00% reduction in the rate. The new subordinated debenture has a 30-year maturity and is redeemable, in whole or in part, anytime without penalty. The replacement subordinated debenture does not have any deferred issuance cost associated with it. The interest rate at December 31, 2015 on the $7,500 debenture was 3.48% and the $5,000 debenture was 1.94%.

Additionally, the Company formed an additional trust that issued $12,500 of 6.05% fixed rate trust preferred securities for five years, then becoming floating rate trust preferred securities, through a special purpose entity as part of a pooled offering of such securities. The Company issued subordinated debentures to the trusts in exchange for the proceeds of the offerings, which debentures represent the sole assets of the trusts. The Company may redeem the subordinated debentures at face value without penalty. The current rate on the $12,500 subordinated debenture is 2.60%.

Finally, the Company acquired two additional trust preferred securities as part of its acquisition of Futura Banc Corp (Futura) in December 2007. Futura TPF Trust I and Futura TPF Trust II were formed in June of 2005 in the amounts of $2,500 and $1,927, respectively. Futura had issued subordinated debentures to the trusts in exchange for ownership of all of the common security of the trusts and the proceeds of the preferred securities sold by the trusts. The Company may redeem the subordinated debentures, in whole or in part, in a principal amount with integral multiples of $1,000, on or after June 15, 2010 at 100% of the principal amount, plus accrued and unpaid interest. The subordinated debentures mature on June 15, 2035. The subordinated debentures are also redeemable in whole or in part from time to time, upon the occurrence of specific events defined within the trust indenture. The current rate on the $2,500 subordinated debenture is variable at 2.00%. In June 2010, the rate on the $1,927 subordinated debenture switched from a fixed rate to a floating rate. The current rate on the $1,927 subordinated debenture is 2.00%.

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Income Taxes

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 14 – INCOME TAXES

Income taxes were as follows:

	2015			2014		2013
Current	$	5,191		$	3,151	$	11
Deferred		(410	)		11		1,362
Income taxes	$	4,781		$	3,162	$	1,373

Effective tax rates differ from the statutory federal income tax rate of 34% due to the following:

	2015			2014			2013
Income taxes computed at the statutory federal tax rate	$	5,959		$	4,315		$	2,568
Add (subtract) tax effect of:
Nontaxable interest income, net of nondeductible interest expense		(900	)		(824	)		(781	)
Low income housing tax credit		(303	)		(303	)		(280	)
Cash surrender value of BOLI		(159	)		(167	)		(189	)
Other		184			141			55
Income tax expense	$	4,781		$	3,162		$	1,373

There were no tax benefits attributable to security losses in 2015, 2014 and 2013, respectively.

Year-end deferred tax assets and liabilities were due to the following:

	2015			2014
Deferred tax assets
Allowance for loan losses	$	5,005		$	4,851
Deferred compensation		1,617			1,386
Intangible assets		224			—
Pension costs		232			198
Other		99			122
Deferred tax asset		7,177			6,557
Deferred tax liabilities
Tax depreciation in excess of book depreciation		(95	)		(351	)
Discount accretion on securities		(59	)		(63	)
Purchase accounting adjustments		(1,340	)		(1,189	)
FHLB stock dividends		(1,705	)		(1,687	)
Unrealized gain on securities available for sale		(1,831	)		(1,922	)
Other		(200	)		(196	)
Deferred tax liability		(5,230	)		(5,408	)
Net deferred tax asset	$	1,947		$	1,149

The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of the State of Ohio for all affiliates other than Civista. Civista is subject to tax in Ohio based upon its net worth.

There is currently no liability for uncertain tax positions and no known unrecognized tax benefits. The Company’s federal tax returns for taxable years through 2011 have been closed for purposes of examination by the Internal Revenue Service.

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Retirement Plans

12 Months Ended

Dec. 31, 2015

Compensation and Retirement Disclosure [Abstract]

Retirement Plans

NOTE 15 - RETIREMENT PLANS

The Company sponsors a savings and retirement 401(k) plan, which covers all employees who meet certain eligibility requirements and who choose to participate in the plan. The matching contribution to the 401(k) plan was $667, $394 and $204 in 2015, 2014 and 2013, respectively. In conjunction with freezing the pension plan, as discussed below, the Company changed the matching contribution calculation from twenty-five percent of the first six percent of an employee’s contribution to 100% of an employee’s first three percent contributed and 50% of the next two percent contributed. This change took place on July 1, 2014.

The Company also sponsors a pension plan which is a noncontributory defined benefit retirement plan for all employees who have attained the age of 20 ¹⁄₂, completed six months of service and work 1,000 or more hours per year. 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 April 2014, the Company amended the pension plan again to provide that no additional benefits would accrue beyond April 30, 2014. This curtailment resulted in a $4,039 reduction to the projected benefit obligation in 2014. Also, the curtailment resulted in an increase in accumulated other comprehensive loss of $2,666 in 2014.

In October 2015, the Company, on behalf of it and its subsidiaries, entered into Pension Shortfall Agreements (the “Shortfall Agreements”) with ten other employees of the Bank. When the Company ceased accruals to its defined benefit pension plan on April 30, 2014, the circumstances of some participants with limited periods until their anticipated retirement dates would not permit them to use other available alternatives to make up for the shortfall in their expected pension. The Company calculated the total amount of the shortfall for each of the referenced individuals after considering its contributions to other retirement benefits. Pension shortfall expense was $380 in 2015. A total of $11 of interest expense was also recorded and credited to the accounts of the ten individuals covered by this plan.

Information about the pension plan is as follows:

	2015			2014
Change in benefit obligation:
Beginning benefit obligation	$	16,953		$	18,456
Service cost		—			306
Interest cost		604			639
Curtailment gain		—			(4,039	)
Settlement loss		117			55
Actuarial (gain)/loss		(6	)		3,007
Benefits paid		(1,340	)		(1,471	)
Ending benefit obligation		16,328			16,953
Change in plan assets, at fair value:
Beginning plan assets		16,184			15,466
Actual return		129			703
Employer contribution		700			1,515
Benefits paid		(1,340	)		(1,471	)
Administrative expenses		(26	)		(29	)
Ending plan assets		15,647			16,184
Funded status at end of year	$	(681	)	$	(769	)

Amounts recognized in accumulated other comprehensive income at December 31, consist of unrecognized actuarial loss of $4,049, net of $2,086 tax in 2015 and $3,777, net of $1,946 tax in 2014.

The accumulated benefit obligation for the defined benefit pension plan was $16,328 at December 31, 2015 and $16,953 at December 31, 2014.

The components of net periodic pension expense were as follows:

	2015			2014			2013
Service cost	$	—		$	306		$	1,204
Interest cost		604			639			884
Expected return on plan assets		(1,088	)		(1,021	)		(965	)
Net amortization and deferral		270			334			698
Net periodic pension cost (benefit)	$	(214	)	$	258		$	1,821
Net loss (gain) recognized in other comprehensive loss		412			(1,228	)		(4,406	)
Total recognized in net periodic benefit cost and other comprehensive loss (before tax)	$	198		$	(970	)	$	(2,585	)

The estimated net loss for the defined benefit pension plan that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is $332.

The weighted average assumptions used to determine benefit obligations at year-end were as follows:

	2015			2014			2013
Discount rate on benefit obligation		4.16	%		3.69	%		4.38	%
Long-term rate of return on plan assets		7.00	%		7.00	%		7.00	%
Rate of compensation increase		0.00	%		0.00	%		3.00	%

The weighted average assumptions used to determine net periodic pension cost were as follows:

	2015			2014			2013
Discount rate on benefit obligation		3.69	%		4.38	%		3.72	%
Long-term rate of return on plan assets		7.00	%		7.00	%		7.00	%
Rate of compensation increase		0.00	%		3.00	%		3.00	%

The Company uses long-term market rates to determine the discount rate on the benefit obligation. Declines in the discount rate lead to increases in the actuarial loss related to the benefit obligation.

The expectation for long-term rate of return on the pension assets and the expected rate of compensation increases are reviewed periodically by management in consultation with outside actuaries and primary investment consultants. Factors considered in setting and adjusting these rates are historic and projected rates of return on the portfolio and historic and estimated rates of increases of compensation. Since the pension plan is frozen, the rate of compensation increase used to determine the benefit obligation for 2015 was zero.

The Company’s pension plan asset allocation at year-end 2015 and 2014 and target allocation for 2016 by asset category are as follows:

				Percentage of Plan
	Target			Assets
	Allocation			at Year-end
Asset Category	2016			2015			2014
Equity securities		20-50	%		48.2	%		46.7	%
Debt securities		30-60			47.0			48.3
Money market funds		20-30			4.8			5.0
Total					100.0	%		100.0	%

The Company developed the pension plan investment policies and strategies for plan assets with its pension management firm. The assets are currently invested in four diversified investment funds, which

include two equity funds, one money market fund and one bond fund. The long-term guidelines from above were created to maximize the return on portfolio assets while reducing the risk of the portfolio. The management firm may allocate assets among the separate accounts within the established long-term guidelines. Transfers among these accounts will be at the management firm’s discretion based on their investment outlook and the investment strategies that are outlined at periodic meetings with the Company. The expected long-term rate of return on the plan assets was 7.00% in 2015 and 2014. This return is based on the expected return for each of the asset categories, weighted based on the target allocation for each class.

Although the plan is frozen, the Company expects to make a $500 contribution to its pension plan in 2016. Employer contributions totaled $700 in 2015. The decrease in the benefit obligation, contributions and the increase in plan assets led to a change in funded status from $(769) at December 31, 2014 to $(681) at December 31, 2015.

The following tables set forth by level, within the fair value hierarchy, the pension plan’s assets at fair value as of December 31, 2015 and 2014:

	December 31, 2015
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	94	$	—	$	—	$	94
Bond mutual funds		23		—		—		23
Common/collective trust:
Bonds		7,338		—		—		7,338
Equities		6,315		—		—		6,315
Equity market funds:
International		357		—		—		357
Large cap		1,155		—		—		1,155
Mid cap		242		—		—		242
Small cap		123		—		—		123
Total assets at fair value	$	15,647	$	—	$	—	$	15,647

	December 31, 2014
	Level 1		Level 2		Level 3		Total
Assets:
Cash	$	3	$	—	$	—	$	3
Money market funds		91		—		—		91
Bond mutual funds		23		—		—		23
Common/collective trust:
Bonds		7,802		—		—		7,802
Equities		6,383		—		—		6,383
Equity market funds:
Commodity mutual funds		19		—		—		19
International		342		—		—		342
Large cap		1,150		—		—		1,150
Mid cap		253		—		—		253
Small cap		118		—		—		118
Total assets at fair value	$	16,184	$	—	$	—	$	16,184

Investment in equity securities, debt securities, money market funds and mutual funds are valued at the closing price reported on the active market on which the individual securities are traded.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Pension Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Expected benefit payments, which reflect expected future service, are as follows:

2016	$	1,520
2017		1,820
2018		528
2019		1,367
2020		1,033
2021 through 2025		5,565
Total	$	11,833

Supplemental Retirement Plan

Civista established a supplemental retirement plan (“SERP”) in 2013, which covers key members of management. Under the SERP, participants will receive annually, following retirement, a percentage of their base compensations at the time of their retirement for a maximum of ten years. The SERP liability

recorded at December 31, 2015, was $1,775, compared to $1,498 at December 31, 2014. The expense related to the SERP was $299, $398 and $412 for 2015, 2014 and 2013, respectively. Distributions to participants made in 2015 totaled $22. Distributions to participants made in 2014 totaled $11.

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Equity Incentive Plan

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Equity Incentive Plan

NOTE 16 – 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 358,017 shares available for grants under this plan at December 31, 2015.

Certain officers were granted an aggregate of 16,983 restricted shares on March 17, 2015. The 2015 restricted shares vest over a 3-year service period, with one third each vesting on January 2 of 2016, 2017 and 2018. 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 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 “Salaries, wages and benefits” in the consolidated statements of income. Additionally, generally accepted accounting principles require the Company to report: (1) the expense associated with the grants as an adjustment to operating cash flows, and (2) any benefits of realized tax deductions in excess of previously recognized tax benefits on compensation expense as a financing cash flow.

No options had been granted under the 2014 Incentive Plan as of December 31, 2015 and 2014.

During the year ended December 31, 2015, the Company recorded $106 of share-based compensation expense for restricted shares granted under the 2014 Incentive Plan. Expected future compensation expense relating to the 16,983 restricted shares at December 31, 2015, is $78 which will be recognized over the remaining vesting period of 2.00 years.

The following is a summary of the status of the Company’s restricted shares as of December 31, 2015, and changes therein during the twelve months ended:

	December 31, 2015
			Weighted
	Number of		Average
	Restricted		Grant Date
	Shares		Fair Value
Nonvested at beginning of period		—	$	—
Granted		16,983		10.82
Vested		—		—
Forfeited		—		—
Nonvested at December 31, 2015		16,983		10.82

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Fair Value Measurement

12 Months Ended

Dec. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurement

NOTE 17 – FAIR VALUE MEASUREMENT

U.S. generally accepted accounting principles establish a hierarchal disclosure framework associated with the level of observable pricing utilized in measuring assets and liabilities at fair value. The three broad levels defined by the hierarchy are as follows: 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; Level 3: Significant unobservable inputs that reflect the Company’s own view about the assumptions that market participants would use in pricing an asset.

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 values of these equity securities available for sale are determined by using market data inputs for similar securities that are observable. (Level 2 inputs).

Fair value swap asset/liability: The fair value of the swap asset and liability is based on an external derivative model using data inputs as of the valuation date and classified Level 2.

Impaired loans: The Company has measured impairment on impaired loans generally based on 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 loan is included in the table above as a Level 3 measurement.

Other real estate owned: OREO is carried at the lower of cost or fair value, which is measured at the date foreclosure. If the fair value of the collateral exceeds the carrying amount of the loan, no charge-off or adjustment is necessary, the loan is not considered to be carried at fair value, and is therefore not included in the table below. If the fair value of the collateral is less than the carrying amount of the loan, management will charge the loan down to its estimated realizable value. 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. In these cases, the properties are categorized in the below table as Level 3 measurements since these adjustments are considered to be unobservable inputs. Income and expenses from operations are included in other operating expenses. Further declines in the fair value of the collateral subsequent to foreclosure are included in net gain on sale of other real estate owned.

Assets measured at fair value are summarized below.

Fair Value Measurements at December 31, 2015 Using:
	(Level 1)		(Level 2)		(Level 3)
Assets measured at fair value on a recurring basis:
U.S. Treasury securities and obligations of U.S. Government agencies	$	—	$	40,937	$	—
Obligations of states and political subdivisions		—		92,152		—
Mortgage-backed securities in government sponsored entities		—		62,573		—
Equity securities in financial institutions		—		587		—
Fair value swap asset		—		1,962		—
Liabilities:
Fair value swap liability		—		1,962		—
Assets measured at fair value on a nonrecurring basis:
Impaired Loans	$	—	$	—	$	759
Other Real Estate Owned		—		—		109

Fair Value Measurements at December 31, 2014 Using:
	(Level 1)		(Level 2)		(Level 3)
Assets measured at fair value on a recurring basis:
U.S. Treasury securities and obligations of U.S. Government agencies	$	—	$	42,902	$	—
Obligations of states and political subdivisions		—		88,021		—
Mortgage-backed securities in government sponsored entities		—		66,442		—
Equity securities in financial institutions		—		540		—
Fair value swap asset		—		1,721		—
Liabilities:
Fair value swap liability		—		1,721		—
Assets measured at fair value on a nonrecurring basis:
Impaired Loans	$	—	$	—	$	2,690
Other Real Estate Owned		—		—		550

The following tables presents quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at December 31, 2015 and 2014.

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average
December 31, 2015
Impaired loans	$	759	Appraisal of collateral	Appraisal adjustments	10% - 30%	10%
				Liquidation expense	0% - 10%	10%
				Holding period	0 - 30 months	17 months
Other real estate owned	$	109	Appraisal of collateral	Appraisal adjustments	10% - 30%	10%
				Liquidation expense	0% - 10%	10%

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average
December 31, 2014
Impaired loans	$	2,690	Appraisal of collateral	Appraisal adjustments	10% - 30%	10%
				Liquidation expense	0% - 10%	10%
				Holding period	0 - 30 months	16 months
Other real estate owned	$	550	Appraisal of collateral	Appraisal adjustments	10% - 30%	10%
				Liquidation expense	0% - 10%	10%

The carrying amount and fair value of financial instruments were as follows:

	Carrying		Total
	Amount		Fair Value		Level 1		Level 2		Level 3
December 31, 2015
Financial Assets:
Cash and due from financial institutions	$	35,561	$	35,561	$	35,561	$	—	$	—
Securities available for sale		196,249		196,249		—		196,249		—
Loans, held for sale		2,698		2,698		2,698		—		—
Loans, net of allowance for loan losses		987,166		986,848		—		—		986,848
Other securities		13,452		13,452		13,452		—		—
Bank owned life insurance		20,104		20,104		20,104		—		—
Accrued interest receivable		3,902		3,902		3,902		—		—
Swap asset		1,962		1,962		—		1,962		—
Financial Liabilities:
Nonmaturing deposits		840,984		840,984		840,984		—		—
Time deposits		211,049		212,006		—		—		212,006
Short-term FHLB advances		53,700		52,906		52,906		—		—
Long-term FHLB advances		17,500		17,687		—		—		17,687
Securities sold under agreement to repurchase		25,040		25,040		25,040		—		—
Subordinated debentures		29,427		25,572		—		—		25,572
Accrued interest payable		120		120		120		—		—
Swap liability		1,962		1,962		—		1,962		—

	Carrying		Total
	Amount		Fair Value		Level 1		Level 2		Level 3
December 31, 2014
Financial Assets:
Cash and due from financial institutions	$	29,858	$	29,858	$	29,858	$	—	$	—
Securities available for sale		197,905		197,905		—		197,905		—
Loans, held for sale		2,410		2,410		2,410		—		—
Loans, net of allowance for loan losses		900,589		908,118		—		—		908,118
Other securities		12,586		12,586		12,586		—		—
Bank owned life insurance		19,637		19,637		19,637		—		—
Accrued interest receivable		3,852		3,852		3,852		—		—
Swap asset		1,721		1,721		—		1,721		—
Financial Liabilities:
Nonmaturing deposits		748,948		748,948		748,948		—		—
Time deposits		219,970		221,263		—		—		221,263
Short-term FHLB advances		42,700		42,700		42,700		—		—
Long-term FHLB advances		22,500		22,699		—		—		22,699
Securities sold under agreement to repurchase		21,613		21,613		21,613		—		—
Subordinated debentures		29,427		24,688		—		—		24,688
Accrued interest payable		126		126		126		—		—
Swap liability		1,721		1,721		—		1,721		—

The estimated fair value approximates carrying amount for all items except those described below. Estimated fair value for securities is based on quoted market values for the individual securities or for equivalent securities. For fixed rate loans or deposits and for variable rate loans or deposits with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the cash flow analysis or underlying collateral values. Fair value of debt is based on current rates for similar financing. The fair value of off-balance-sheet items is based on the current fees or cost that would be charged to enter into or terminate such arrangements and are considered nominal.

For certain homogeneous categories of loans, such as some residential mortgages, credit card receivables, and other consumer loans, fair value is estimated using the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics. The fair value of other types of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

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Commitments, Contingencies and Off-Balance Sheet Risk

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments, Contingencies and Off-Balance Sheet Risk

NOTE 18 - 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 customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk to 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 the commitment.

The contractual amount of financial instruments with off-balance-sheet risk was as follows at year-end.

	2015				2014
	Fixed		Variable		Fixed		Variable
	Rate		Rate		Rate		Rate
Commitments to extend credit:
Lines of credit and construction loans	$	9,416	$	195,732	$	9,405	$	160,718
Overdraft protection		5		22,119		4		22,122
Letters of credit		200		750		200		1,007
	$	9,621	$	218,601	$	9,609	$	183,847

Commitments to make loans are generally made for a period of one year or less. Fixed-rate loan commitments included above had interest rates ranging from 3.25% to 8.75% at December 31, 2015 and 3.05% to 8.75% at December 31, 2014, respectively. 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 average reserve balance maintained in accordance with such requirements was $2,448 on December 31, 2015 and $3,259 on December 31, 2014.

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Capital Requirements and Restriction on Retained Earnings

12 Months Ended

Dec. 31, 2015

Text Block [Abstract]

Capital Requirements and Restriction on Retained Earnings

NOTE 19 – CAPITAL REQUIREMENTS AND RESTRICTION ON RETAINED EARNINGS

The Company and Civista (“Companies”) are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory-and possibly additional discretionary-actions by regulators that, if undertaken, could have a direct material effect on the Companies’ financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Companies must meet specific capital guidelines that involve quantitative measures of the Companies’ assets, liabilities, and certain off-balance-sheet items as calculated under U.S. GAAP, regulatory reporting requirements, and regulatory capital standards. The Companies’ capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factor.

Quantitative measures established by regulatory capital standards to ensure capital adequacy require the Companies to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital to risk-weighted assets, common equity Tier 1 capital to total risk-weighted assets, and of Tier 1 capital to average assets. Management believes, as of December 31, 2015, that the Companies meet all capital adequacy requirements to which it is subject.

As of December 31, 2015, and December 31, 2014, the most recent notification from the Federal Reserve Bank categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Companies must maintain minimum total risk-based capital, Tier 1 risk-based capital, common equity Tier 1 risk-based capital, and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institution’s category.

The Company’s and Civista’s actual capital levels and minimum required levels at December 31, 2015 and 2014 were as follows:

											To Be Well
											Capitalized Under
						For Capital					Prompt Corrective
	Actual					Adequacy Purposes					Action Purposes
	Amount		Ratio			Amount		Ratio			Amount		Ratio
2015
Total Risk Based Capital
Consolidated	$	140,088		14.0	%	$	80,050		8.0	%		n/a		n/a
Civista		126,795		12.7			79,871		8.0		$	99,839		10.0	%
Tier I Risk Based Capital
Consolidated		127,519		12.7			60,245		6.0			n/a		n/a
Civista		113,883		11.4			59,938		6.0			79,918		8.0
CET1 Risk Based Capital
Consolidated		75,819		7.6			44,893		4.5			n/a		n/a
Civista		102,755		10.1			45,782		4.5			66,129		6.5
Leverage
Consolidated		127,519		10.0			51,008		4.0			n/a		n/a
Civista		113,883		8.9			51,183		4.0			63,979		5.0
2014
Total Risk Based Capital
Consolidated	$	131,581		14.7	%	$	71,609		8.0	%		n/a		n/a
Civista		111,470		12.5			71,341		8.0		$	89,176		10.0	%
Tier I Risk Based Capital
Consolidated		120,334		13.4			35,921		4.0			n/a		n/a
Civista		100,259		11.2			35,807		4.0			53,710		6.0
CET1 Risk Based Capital
Consolidated		n/a		n/a			n/a		n/a			n/a		n/a
Civista		n/a		n/a			n/a		n/a			n/a		n/a
Leverage
Consolidated		120,334		10.3			46,732		4.0			n/a		n/a
Civista		100,259		8.6			46,632		4.0			58,290		5.0

The Company’s primary source of funds for paying dividends to its shareholders and for operating expense is the cash accumulated from dividends received from Civista. Payment of dividends by Civista to the Company is subject to restrictions by Civista’s regulatory agencies. These restrictions generally limit dividends to the current and prior two years retained earnings as defined by the regulations. In addition, dividends may not reduce capital levels below minimum regulatory requirements. At December 31, 2015, Civista had $6,863 net profits available to pay dividends to CBI.

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Parent Company Only Condensed Financial Information

12 Months Ended

Dec. 31, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Parent Company Only Condensed Financial Information

NOTE 20 - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION

Condensed financial information of CBI follows:

	December 31,
	2015			2014
Condensed Balance Sheets
Assets:
Cash	$	7,493		$	13,663
Securities available for sale		587			540
Investment in bank subsidiary		133,959			117,364
Investment in nonbank subsidiaries		12,615			12,605
Other assets		2,204			3,003
Total assets	$	156,858		$	147,175
Liabilities:
Deferred income taxes and other liabilities	$	2,258		$	1,839
Subordinated debentures		29,427			29,427
Total liabilities		31,685			31,266
Shareholders’ Equity:
Preferred stock		22,273			23,132
Common stock		115,330			114,365
Accumulated earnings (deficit)		5,300			(4,306	)
Treasury Stock		(17,235	)		(17,235	)
Accumulated other comprehensive loss		(495	)		(47	)
Total shareholders’ equity		125,173			115,909
Total liabilities and shareholders’ equity	$	156,858		$	147,175

	For the years ended December 31,
	2015			2014			2013
Condensed Statements of Operations
Dividends from bank subsidiaries	$	14,226		$	7,339		$	7,888
Interest expense		(760	)		(777	)		(740	)
Pension expense		(388	)		(397	)		(4,072	)
Other expense, net		(1,755	)		(1,150	)		(952	)
Income before equity in undistributed net earnings of subsidiaries		11,323			5,015			2,124
Income tax benefit		959			763			1,960
Equity in undistributed net earnings of subsidiaries		463			3,750			2,095
Net income	$	12,745		$	9,528		$	6,179
Comprehensive income	$	12,297		$	13,728		$	3,579
	For the years ended December 31,
	2015			2014			2013
Condensed Statements of Cash Flows
Operating activities:
Net income	$	12,745		$	9,528		$	6,179
Adjustment to reconcile net income to net cash from operating activities:
Change in other assets and other liabilities		1,324			1,508			(1,620	)
Equity in undistributed net earnings of subsidiaries		(463	)		(3,750	)		(2,095	)
Net cash from operating activities		13,606			7,286			2,464
Investing activities:
Acquisition and additional capitalization of subsidiary, net of cash acquired		(16,637	)		—			—
Net cash used for investing activities		(16,637	)		—			—
Financing activities:
Payment to repurchase preferred stock		—			(22,857	)		—
Proceeds from issuance of preferred stock		—			—			23,132
Cash dividends paid		(3,139	)		(3,338	)		(2,315	)
Net cash (used for) from financing activities		(3,139	)		(26,195	)		20,817
Net change in cash and cash equivalents		(6,170	)		(18,909	)		23,281
Cash and cash equivalents at beginning of year		13,663			32,572			9,291
Cash and cash equivalents at end of year	$	7,493		$	13,663		$	32,572

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Preferred Shares

12 Months Ended

Dec. 31, 2015

Equity [Abstract]

Preferred Shares

NOTE 21 – PREFERRED SHARES

On December 19, 2013, the Company completed the sale of 1,000,000 depositary shares, each representing a 1/40th ownership interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, of the Company, with a liquidation preference of $1,000 per share (equivalent to $25.00 per depositary share). The Company sold the maximum of 1,000,000 depositary shares in the offering, resulting in gross proceeds to the Company of $25,000.

Using proceeds from the sale of the depositary shares, the Company redeemed all of its outstanding Series A Preferred Shares for an aggregate purchase price of $22,857, which redemption was completed as of February 15, 2014.

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Earnings per Common Share

12 Months Ended

Dec. 31, 2015

Earnings Per Share [Abstract]

Earnings per Common Share

NOTE 22 – EARNINGS PER COMMON SHARE

The factors used in the earnings per share computation follow.

	2015		2014		2013
Basic
Net income	$	12,745	$	9,528	$	6,179
Preferred stock dividends		1,577		1,873		1,159
Net income available to common shareholders - basic	$	11,168	$	7,655	$	5,020
Weighted average common shares outstanding - basic		7,822,369		7,707,917		7,707,917
Basic earnings per share	$	1.43	$	0.99	$	0.65
Diluted
Net income available to common shareholders - basic	$	11,168	$	7,655	$	5,020
Preferred stock dividends on convertible preferred stock		1,577		1,606		—
Net income available to common shareholders - diluted	$	12,745	$	9,261	$	5,020
Weighted average common shares outstanding for earnings per common share basic		7,822,369		7,707,917		7,707,917
Add: dilutive effects of convertible preferred shares		3,095,966		3,196,931		113,863
Average shares and dilutive potential common shares outstanding - diluted		10,918,335		10,904,848		7,821,780
Diluted earnings per share	$	1.17	$	0.85	$	0.64

Basic earnings per common share are calculated by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share include the dilutive effect, if any, of additional potential common shares issuable under the equity incentive plan, computed using the treasury stock method, and the impact of the Company’s convertible preferred shares using the “if converted” method.

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Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2015

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data (Unaudited)

NOTE 23 – QUARTERLY FINANCIAL DATA (UNAUDITED)

	Interest Income		Net Interest Income		Net Income		Basic Earnings per Common Share		Diluted Earnings per Common Share
2015
First quarter (1)(2)(3)	$	11,762	$	10,915	$	3,171	$	0.36	$	0.29
Second quarter (1)(2)		12,740		11,916		3,122		0.35		0.29
Third quarter (2)(4)		13,223		12,402		3,253		0.36		0.30
Fourth quarter (2)(5)		12,976		12,159		3,199		0.36		0.29
2014
First quarter (2)(3)	$	11,315	$	10,165	$	2,712	$	0.27	$	0.22
Second quarter (1)(2)		11,365		10,266		2,240		0.24		0.21
Third quarter (1)(2)		11,667		10,684		2,306		0.25		0.21
Fourth quarter (1)(2)		11,623		10,751		2,270		0.23		0.21

⁽¹⁾  Interest income and net interest income increased due to loan volume.

⁽²⁾  Net interest income increased due to interest expense decreasing as deposits repriced downward and the deposit mix shifted toward cheaper funding sources.

⁽³⁾  Net income increased due to fees on tax refund processing program.

⁽⁴⁾  Net income increased due to increased loan volume, offset by a decrease in fees on the tax refund processing program.

⁽⁵⁾  Interest income, net interest income and net income decreased due to decreased loan volume.

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Derivative Hedging Instruments

12 Months Ended

Dec. 31, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Hedging Instruments

NOTE 24 - DERIVATIVE HEDGING INSTRUMENTS

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 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.

The following table summarizes the Company’s interest rate swap positions and the impact of a 1 basis point change in interest rates as of December 31, 2015.

				Weighted			Impact of a
	Notional			Average Rate			1 basis point change			Repricing
	Amount			Received/(Paid)			in interest rates			Frequency
Derivative Assets	$	35,534			5.31	%	$	20			Monthly
Derivative Liabilities		(35,534	)		-5.31	%		(20	)		Monthly
Net Exposure	$	—					$	—

The following table summarizes the Company’s interest rate swap positions and the impact of a 1 basis point change in interest rates as of December 31, 2014.

				Weighted			Impact of a
	Notional			Average Rate			1 basis point change			Repricing
	Amount			Received/(Paid)			in interest rates			Frequency
Derivative Assets	$	29,060			5.47	%	$	19			Monthly
Derivative Liabilities		(29,060	)		-5.47	%		(19	)		Monthly
Net Exposure	$	—					$	—

The Company monitors and controls all derivative products with a comprehensive Board of Director approved commercial loan swap policy. All hedge transactions must be approved in advance by the Lenders Loan Committee or the Directors Loan Committee of the Board of Directors.

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Qualified Affordable Housing Project Investments

12 Months Ended

Dec. 31, 2015

Federal Home Loan Banks [Abstract]

Qualified Affordable Housing Project Investments

NOTE 25 – QUALIFIED AFFORDABLE HOUSING PROJECT INVESTMENTS

The Company invests in qualified affordable housing projects. At December 31, 2015 and 2014, the balance of the investment for qualified affordable housing projects was $2,177 and $1,839. 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 $2,195 and $1,772 at December 31, 2015 and 2014, respectively.

During the year ended December 31, 2015 and 2014, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $240 and $202, respectively, which was included within pretax income on the consolidated statements of operations.

Additionally, during the years ended December 31, 2015 and 2014, the Company recognized tax credits and other benefits from its investment in affordable housing tax credits of $168 and $141, respectively. During the years ended December 31, 2015 and 2014, the Company did not incur impairment losses related to its investment in qualified affordable housing projects.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Nature of Operations and Principles of Consolidation

Nature of Operations and Principles of Consolidation: The Consolidated Financial Statements include the accounts of Civista Bancshares, Inc. (“CBI”) and its wholly-owned subsidiaries: Civista Bank (“Civista”), First Citizens Insurance Agency, Inc. (“FCIA”), Water Street Properties, Inc. (“WSP”) and FC Refund Solutions, Inc. (“FCRS”). First Citizens Capital LLC (“FCC”) is wholly-owned by Civista and holds inter-company debt. First Citizens Investments, Inc. (“FCI”) is wholly-owned by Civista and holds and manages its securities portfolio. The operations of FCI and FCC are located in Wilmington, Delaware. The above companies together are sometimes referred to as the Company. Intercompany balances and transactions are eliminated in consolidation.

The Company provides financial services through its offices in the Ohio counties of Erie, Crawford, Champaign, Cuyahoga, Franklin, Logan, Summit, Huron, Ottawa, Madison, Montgomery and Richland. 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. There are no significant concentrations of loans to any one industry or customer. However, our customers’ ability to repay their loans is dependent on the real estate and general economic conditions in the area. Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions.

FCIA was formed to allow the Company to participate in commission revenue generated through its third party insurance agreement. Insurance commission revenue was less than 1.0% of total revenue for the years ended December 31, 2015 and 2014. WSP was formed to hold repossessed assets of CBI’s subsidiaries. WSP revenue was less than 1% of total revenue for the years ended December 31, 2015 and 2014. FCRS was formed in 2012 and remained inactive for the periods presented.

Use of Estimates

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 the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, determination of goodwill impairment, fair values of financial instruments, valuation of deferred tax assets, pension obligations and other-than-temporary-impairment of securities are considered material estimates that are particularly susceptible to significant change in the near term.

Cash Flows

Cash Flows: Cash and cash equivalents include cash on hand and demand deposits with financial institutions with original maturities of less than 90 days. Net cash flows are reported for customer loan and deposit transactions, interest bearing deposits in other financial institutions, federal funds purchased, short-term borrowings and repurchase agreements.

Securities

Securities: Debt securities are classified as available-for-sale when they might be sold before maturity. Equity securities with readily determinable fair values are also classified as available for sale. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax.

Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage backed securities where prepayments are anticipated. Gains and losses on sales are based on the amortized cost of the security sold using the specific identification method.

The recent guidance specifies that if (a) a company does not have the intent to sell a debt security prior to recovery and (b) it is more-likely-than-not that it will not have to sell the debt security prior to recovery, the security would not be considered other-than-temporarily impaired unless there is a credit loss. When an entity does not intend to sell the security, and it is more-likely-than-not the entity will not have to sell the security before recovery of its cost basis, it will recognize the credit component of other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income. For held-to-maturity debt securities, the amount of other-than-temporary impairment recorded in other comprehensive income for the non-credit portion of a previous other-than-temporary impairment should be amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security.

For available-for-sale debt securities that management has no intent to sell and believes that it more-likely-than-not will not be required to sell prior to recovery, only the credit loss component of the impairment is recognized in earnings, while the non-credit loss is recognized in accumulated other comprehensive income. The credit loss component recognized in earnings is identified as the amount of principal cash flows not expected to be received over the remaining term of the security as projected based on cash flow projections.

Other securities which include FHLB stock, Federal Reserve Bank (“FRB”) stock, Bankers’ Bancshares Inc. (“BB”) stock, and Norwalk Community Development Corp (“NCDC”) stock are carried at cost.

Loans Held for Sale

Loans Held for Sale: Mortgage loans originated and intended for sale in the secondary market and loans that management no longer intends to hold for the foreseeable future, are carried at the lower of aggregate cost or market, as determined by outstanding commitments from investors. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings.

Loans

Loans: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan fees and costs, and an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.

Interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the credit is well-secured and in process of collection. Interest income on consumer loans is discontinued when management determines future collection is unlikely. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued, but not received, for loans placed on nonaccrual, is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured

Purchased Loans

Purchased Loans: The Company purchases individual loans and groups of loans. Purchased loans that show evidence of credit deterioration since origination are recorded at the amount paid (or allocated fair value in a purchase business combination), such that there is no carryover of the seller’s allowance for loan losses. After acquisition, incurred losses are recognized by an increase in the allowance for loan losses.

Purchased loans are accounted for individually or aggregated into pools of loans based on common risk characteristics (e.g., credit score, loan type, and date of origination). The Company estimates the amount and timing of expected cash flows for each purchased loan or pool, and the expected cash flows in excess of amount paid is recorded as interest income over the remaining life of the loan or pool (accretable yield). The excess of the loan’s, or pool’s, contractual principal and interest over expected cash flows is not recorded (nonaccretable difference).

Over the life of the loan or pool, expected cash flows continue to be estimated. If the present value of expected cash flows is less than the carrying amount, a loss is recorded. If the present value of expected future cash flows is greater than the carrying amount, the excess is recognized as part of future interest income.

Allowance for Loan Losses

Allowance for Loan Losses: The allowance for loan losses (allowance) is calculated with the objective of maintaining a reserve sufficient to absorb inherent loan losses in the loan portfolio. Management establishes the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio. In determining the allowance and the related provision for loan losses, the Company considers three principal elements: (i) specific impairment reserve allocations (valuation allowances) based upon probable losses identified during the review of impaired loans in the Commercial loan portfolio, (ii) allocations established for adversely-rated loans in the Commercial loan portfolio and nonaccrual Real Estate Residential, Consumer installment and Home Equity loans, (iii) allocations on all other loans based principally on the use of a three-year period for loss migration analysis, except for the segment consisting of purchased automobile loans which is calculated over a two-year period. These allocations are adjusted for consideration of general economic and business conditions, credit quality and delinquency trends, collateral values, and recent loss experience for these similar pools of loans. The Company analyzes its loan portfolio each quarter to determine the appropriateness of its allowance for loan losses.

All commercial, commercial real estate and farm real estate loans are monitored on a regular basis with a detailed loan review completed for all loan relationships greater than $500. All commercial, commercial real estate and farm real estate loans that are 90 days past due or in nonaccrual status, are analyzed to determine if they are “impaired”, which means that it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. All loans that are delinquent 90 days are classified as substandard and placed on nonaccrual status unless they are well-secured and in the process of collection. The remaining loans are evaluated and segmented with loans with similar risk characteristics. The Company allocates reserves based on risk categories and portfolio segments described below, which conform to the Company’s asset classification policy. In reviewing risk within Civista’s loan portfolio, management has identified specific segments to categorize loan portfolio risk: (i) Commercial & Agriculture loans; (ii) Commercial Real Estate – Owner Occupied loans; (iii) Commercial Real Estate – Non-Owner Occupied loans; (iv) Residential Real Estate loans; (v) Real Estate Construction loans; (vi) Farm Real Estate loans; and (vii) Consumer and Other loans. Additional information related to economic factors can be found in Note 5.

Loan Charge-off Policies

Loan Charge-off Policies: All unsecured open- and closed-ended retail loans that become past due 90 days from the contractual due date are charged off in full. In lieu of charging off the entire loan balance, loans with non-real estate collateral may be written down to the net realizable value of the collateral, if repossession of collateral is assured and in process. For open- and closed-ended loans secured by residential real estate, a current assessment of value is made no later than 180 days past due. Any outstanding loan balance in excess of the net realizable value of the property is charged off. All other loans are generally charged down to the net realizable value when Civista recognizes the loan is permanently impaired, which is generally after the loan is 90 days past due.

Troubled Debt Restructurings

Troubled Debt Restructurings: In certain situations based on economic or legal reasons related to a borrower’s financial difficulties, management may grant a concession for other than an insignificant period of time to the borrower that would not otherwise be considered. The related loan is classified as a troubled debt restructuring (TDR). Management strives to identify borrowers in financial difficulty early and work with them to modify to more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. In cases where borrowers are granted new terms that provide for a reduction of either interest or principal, management measures any impairment on the restructuring as noted above for impaired loans. In addition to the allowance for the pooled portfolios, management has developed a separate reserve for loans that are identified as impaired through a TDR. These loans are excluded from pooled loss forecasts and a separate reserve is provided under the accounting guidance for loan impairment. Consumer loans whose terms have been modified in a TDR are also individually analyzed for estimated impairment.

Other Real Estate

Other Real Estate: Other real estate acquired through or instead of loan foreclosure is initially recorded at fair value less costs to sell when acquired, establishing a new cost basis and any deficiency in the value is charged off through the allowance. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed. Other real estate owned included in other assets totaled approximately $116 at December 31, 2015 and $560 at December 31, 2014.

Premises and Equipment

Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed using both accelerated and straight-line methods over the estimated useful life of the asset, ranging from three to seven years for furniture and equipment and seven to fifty years for buildings and improvements.

Federal Home Loan Bank Stock

Federal Home Loan Bank Stock: Civista is a member of the FHLB of Cincinnati and as such, is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB. The stock is bought from and sold to the FHLB based upon its $100 par value. The stock does not have a readily determinable fair value and as such is classified as restricted stock, carried at cost and evaluated for impairment by management. The stock’s value is determined by the ultimate recoverability of the par value rather than by recognizing temporary declines. The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following: (a) the significance of the decline in net assets of the FHLB as compared to the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB. With consideration given to these factors, management concluded that the stock was not impaired at December 31, 2015 or 2014.

Federal Reserve Bank Stock

Federal Reserve Bank Stock: Civista is a member of the Federal Reserve System. FRB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value.

Bank Owned Life Insurance (BOLI)

Bank Owned Life Insurance (BOLI): Civista has purchased BOLI policies on certain key executives. BOLI is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets: Goodwill results from prior business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed at least annually for impairment and any such impairment will be recognized in the period identified.

Other intangible assets consist of core deposit intangibles arising from whole bank and branch acquisitions. These intangible assets are measured at fair value and then amortized on an accelerated method over their estimated useful lives, which range from five to twelve years.

Servicing Rights

Servicing Rights: Servicing rights are recognized as assets for the allocated value of retained servicing rights on loans sold. Servicing rights are initially recorded at fair value at the date of transfer. The valuation technique used is the present value of estimated future cash flows using current market discount rates. Servicing rights are amortized in proportion to, and over the period of, estimated net servicing revenues. Impairment is evaluated based on the fair value of the rights, using groupings of the underlying loans as to interest rates and then, secondarily, prepayment characteristics. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Any impairment of a grouping is reported as a valuation allowance to the extent that fair value is less than the capitalized asset for the grouping.

Long-term Assets

Long-term Assets: Premises and equipment, core deposit and other intangible assets, and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.

Repurchase Agreements

Repurchase Agreements: Substantially all repurchase agreement liabilities represent amounts advanced by various customers. Securities are pledged to cover these liabilities, which are not covered by federal deposit insurance.

Loan Commitments and Related Financial Instruments

Loan Commitments and Related Financial Instruments: Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay.

Income Taxes

Income Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax basis of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information.

A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

Stock-Based Compensation

Stock-Based Compensation: Compensation cost is recognized for stock options and restricted stock awards issued to employees, based on the fair value of these awards at the grant date. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of the grant is used for restricted stock.

Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.

Retirement Plans

Retirement Plans: Pension expense is the net of service and interest cost, expected return on plan assets and amortization of gains and losses not immediately recognized. Employee 401(k) and profit sharing plan expense is the amount of matching contributions. Deferred compensation allocates the benefits over the years of service.

Earnings per Common Share

Earnings per Common Share: Basic earnings per share are net income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share include the dilutive effect of additional potential common shares issuable related to convertible preferred shares. Treasury shares are not deemed outstanding for earnings per share calculations.

Comprehensive Income

Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale and changes in the funded status of the pension plan.

Loss Contingencies

Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe that any such loss contingencies currently exist that will have a material effect on the financial statements.

Restrictions on Cash

Restrictions on Cash: Cash on hand or on deposit with the Federal Reserve Bank was required to meet regulatory reserve and clearing requirements. These balances do not earn interest.

Dividend Restriction

Dividend Restriction: Banking regulations require maintaining certain capital levels and may limit the dividends paid by Civista to CBI or by CBI to shareholders. Additional information related to dividend restrictions can be found in Note 19.

Fair Value of Financial Instruments

Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 17. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates.

Operating Segments

Operating Segments: While the Company’s chief decision makers monitor the revenue streams of the Company’s various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Operating segments are aggregated into one as operating results for all segments are similar. Accordingly, all of the Company’s financial service operations are considered by management to be aggregated in one reportable operating segment.

Business Combinations

Business Combinations: At the date of acquisition the Company records the assets and liabilities of the acquired companies on the Consolidated Balance Sheets at their estimated fair value. The results of operations for acquired companies are included in the Company’s Consolidated Statements of Operations beginning at the acquisition date. Expenses arising from acquisition activities are recorded in the Consolidated Statements of Operations during the period incurred.

Reclassifications

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

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities: The Company enters into interest rate swap agreements to facilitate the risk management strategies of a small number of commercial banking customers. All derivatives are accounted for in accordance with ASC-815, Derivatives and Hedging. The Company mitigates the risk of entering into these agreements by entering into equal and offsetting swap agreements with highly rated third party financial institutions. The swap agreements are free-standing derivatives and are recorded at fair value in the Company’s Consolidated Balance Sheets. The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes because the Company does not currently intend to execute a setoff with its’ counterparties. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of marketable securities, is posted by the counterparty with net liability positions in accordance with contract thresholds.

Effect of Newly Issued but Not Yet Effective Accounting Standards

Effect of Newly Issued but Not Yet Effective Accounting Standards:

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The Update’s core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this Update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is evaluating the effect of adopting this new accounting Update on the Company’s financial statements.

In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments when the Terms of an Award Provide that a Performance Target Could Be Achieved After the Requisite Service Period. The amendments in this Update require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. 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 November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). This Update clarifies how current U.S. GAAP should be interpreted in subjectively evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Public business entities are required to implement the new requirements in fiscal years and interim periods within those fiscal years beginning after December 15, 2015. This Update is not expected to have a significant impact on the Company’s financial statements.

In November 2014, the FASB issued ASU 2014-17, Business Combinations (Topic 805): Pushdown Accounting. The amendments in this Update apply to the separate financial statements of an acquired entity and its subsidiaries that are a business or nonprofit activity (either public or nonpublic) upon the occurrence of an event in which an acquirer (an individual or an entity) obtains control of the acquired entity. An acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period to the acquired entity’s most recent change-in-control event. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. This Update is not expected to have a significant impact on the Company’s financial statements.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810). The amendments in this Update affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities; (2) eliminate the presumption that a general partner should consolidate a limited partnership; (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and for interim periods within fiscal years beginning after December 15, 2017. This Update is not expected to have a significant impact on the Company’s financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30), as part of its initiative to reduce complexity in accounting standards. To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. This Update is not expected to have a significant impact on the Company’s financial statements.

In April 2015, the FASB issued ASU 2015-04, Compensation-Retirement Benefits (Topic 715), as part of its initiative to reduce complexity in accounting standards. For an entity with a fiscal year-end that does not coincide with a month-end, the amendments in this Update provide a practical expedient that permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. The practical expedient should be applied consistently to all plans if an entity has more than one plan. The amendments in this Update are effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. Earlier application is permitted. This Update is not expected to have a significant impact on the Company’s financial statements.

In May 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The Update applies to reporting entities that elect to measure the fair value of an investment using the net asset value per share (or its equivalent) practical expedient. Under the amendments in this Update, investments for which fair value is measured at net asset value per share (or its equivalent) using the practical expedient should not be categorized in the fair value hierarchy. Removing those investments from the fair value hierarchy not only eliminates the diversity in practice resulting from the way in which investments measured at net asset value per share (or its equivalent) with future redemption dates are classified, but also ensures that all investments categorized in the fair value hierarchy are classified using a consistent approach. Investments that calculate net asset value per share (or its equivalent), but for which the practical expedient is not applied will continue to be included in the fair value hierarchy. A reporting entity should continue to disclose information on investments for which fair value is measured at net asset value (or its equivalent) as a practical expedient to help users understand the nature and risks of the investments and whether the investments, if sold, are probable of being sold at amounts different from net asset value. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. A reporting entity should apply the amendments retrospectively to all periods presented. The retrospective approach requires that an investment for which fair value is measured using the net asset value per share practical expedient be removed from the fair value hierarchy in all periods presented in an entity’s financial statements. Earlier application is permitted. This Update is not expected to have a significant impact on the Company’s financial statements.

In August 2015, the FASB issued ASU 2015-14, Revenue from Contract with Customers (Topic 606). The amendments in this Update defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. All other entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The Company is evaluating the effect of adopting this new accounting Update.

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805). The amendments in this Update require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this Update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this Update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. 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 January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This Update applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. Among other things, this Update (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (g) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (h) clarifies that an entity should evaluate the need for a valuation allowance on a

deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities including not-for-profit entities and employee benefit plans within the scope of Topics 960 through 965 on plan accounting, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. All entities that are not public business entities may adopt the amendments in this Update earlier as of the fiscal years beginning after December 15, 2017, 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 position or results of operations.

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Merger (Tables)

12 Months Ended

Dec. 31, 2015

Business Combinations [Abstract]

Schedule of Financial Information for Former TCNB Included in Consolidated Statement of Operations

The following table presents financial information for the former TCNB included in the Consolidated Statements of Operations from the date of acquisition through December 31, 2015.

	Actual From Acquisition Date Through December 31, 2015
	(in thousands)
Net interest income after provision for loan losses	$	3,155
Noninterest income		138
Net income		1,282

Business Acquisition, Unaudited Pro Forma Information

The following table presents unaudited pro forma information for the periods ended December 31, 2015 and 2014 as if the acquisition of TCNB had occurred on January 1, 2014. This table has been prepared for comparative purposes only and is not indicative of the actual results that would have been attained had the acquisition occurred as of the beginning of the periods presented, nor is it indicative of future results.

	Pro Formas (unaudited)
	Twelve months ended December 31,
	2015		2014		2013
Net interest income after provision for loan losses	$	46,852	$	44,583	$	43,197
Noninterest income		14,699		14,297		12,486
Net income		11,931		10,045		7,024
Pro forma earnings per share:
Basic	$	1.32	$	1.06	$	0.76
Diluted	$	1.09	$	0.90	$	0.75

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for TCNB. Core deposit intangibles will be amortized over periods of between five and ten years using an accelerated method. Goodwill will not be amortized, but instead will be evaluated for impairment.

	At March 6, 2015
Total purchase price				$	17,226
Net assets acquired:
Cash and short-term investments		18,152
Loans, net		76,444
Other securities		716
Premises and equipment		1,738
Accrued interest receivable		194
Core deposit intangible		1,009
Other assets		472
Noninterest-bearing deposits		(18,263	)
Interest-bearing deposits		(68,606	)
Other liabilities		(5	)
					11,851
Goodwill				$	5,375

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Securities (Tables)

12 Months Ended

Dec. 31, 2015

Investments, Debt and Equity Securities [Abstract]

Available for Sale Securities

The amortized cost and fair value of available for sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive loss were as follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
2015
U.S. Treasury securities and obligations of U.S. government agencies	$	40,992	$	74	$	(129	)	$	40,937
Obligations of states and political subdivisions		87,255		4,959		(62	)		92,152
Mortgage-back securities in government sponsored entities		62,135		681		(243	)		62,573
Total debt securities		190,382		5,714		(434	)		195,662
Equity securities in financial institutions		481		106		—			587
Total	$	190,863	$	5,820	$	(434	)	$	196,249
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
2014
U.S. Treasury securities and obligations of U.S.government agencies	$	42,910	$	115	$	(123	)	$	42,902
Obligations of states and political subdivisions		83,215		5,112		(306	)		88,021
Mortgage-back securities in government sponsored entities		65,646		976		(180	)		66,442
Total debt securities		191,771		6,203		(609	)		197,365
Equity securities in financial institutions		481		59		—			540
Total	$	192,252	$	6,262	$	(609	)	$	197,905

Fair Value of Securities by Contractual Maturity

The amortized cost and fair value of securities at year end 2015 by contractual maturity were as follows. 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	$	5,075	$	5,078
Due from one to five years		31,433		31,442
Due from five to ten years		31,754		33,606
Due after ten years		59,985		62,963
Mortgage-backed securities in government sponsored entities		62,135		62,573
Equity securities in financial institutions		481		587
Total	$	190,863	$	196,249

Proceeds from Sales of Securities, Gross Realized Gains and Losses

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

	2015			2014			2013
Sale proceeds	$	—		$	18,088		$	8,686
Gross realized gains		—			113			144
Gross realized losses		—			(1	)		(89	)
Gains (losses) from securities called or settled by the issuer		(18	)		1			149

Debt Securities with Unrealized Losses Not Recognized in Income

Debt securities with unrealized losses at year end 2015 and 2014 not recognized in income are as follows:

	12 Months or less					More than 12 months					Total
2015	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
Description of Securities	Value		Loss			Value		Loss			Value		Loss
U.S. Treasury securities and obligations of U.S. government agencies	$	25,464	$	(112	)	$	1,132	$	(17	)	$	26,596	$	(129	)
Obligations of states and political subdivisions		2,932		(20	)		1,469		(42	)		4,401		(62	)
Mortgage-backed securities in gov’t sponsored entities		27,263		(172	)		5,041		(71	)		32,304		(243	)
Total temporarily impaired	$	55,659	$	(304	)	$	7,642	$	(130	)	$	63,301	$	(434	)
	12 Months or less					More than 12 months					Total
2014	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
Description of Securities	Value		Loss			Value		Loss			Value		Loss
U.S. Treasury securities and obligations of U.S. government agencies	$	7,664	$	(17	)	$	11,888	$	(106	)	$	19,552	$	(123	)
Obligations of states and political subdivisions		853		(11	)		5,647		(295	)		6,500		(306	)
Mortgage-backed securities in gov’t sponsored entities		12,289		(29	)		11,492		(151	)		23,781		(180	)
Total temporarily impaired	$	20,806	$	(57	)	$	29,027	$	(552	)	$	49,833	$	(609	)

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Loans (Tables)

12 Months Ended

Dec. 31, 2015

Loan balances

Loans at year-end were as follows:

	2015			2014
Commercial and Agriculture	$	124,402		$	113,265
Commercial Real Estate - owner occupied		167,897			143,014
Commercial Real Estate - non-owner occupied		348,439			308,666
Residential Real Estate		236,338			214,537
Real Estate Construction		58,898			65,452
Farm Real Estate		46,993			53,973
Consumer and Other		18,560			15,950
Total Loans		1,001,527			914,857
Allowance for loan losses		(14,361	)		(14,268	)
Net loans	$	987,166		$	900,589

Loans to Directors and Executive Officers Including Immediate Families

Loans to principal officers, directors, and their affiliates at year-end 2015 and 2014 were as follows:

	2015			2014
Balance - Beginning of year	$	7,031		$	9,294
New loans and advances		2,147			2,700
Repayments		(2,947	)		(2,792	)
Effect of changes to related parties		8,916			(2,171	)
Balance - End of year	$	15,147		$	7,031

TCNB Financial Corp [Member]

Loan balances

Included in the totals above are loans acquired from TCNB at the acquisition date, net of fair value adjustments, of:

	March 6,
	2015
Commercial and Agriculture	$	13,799
Commercial Real Estate:
Owner Occupied		23,029
Non-Owner Occupied		13,411
Residential Real Estate		17,541
Real Estate Construction		3,863
Farm Real Estate		397
Consumer and Other		4,404
Net loans	$	76,444

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Allowance for Loan Losses (Tables)

12 Months Ended

Dec. 31, 2015

Text Block [Abstract]

Changes in the Allowance for Loan Losses and Loan Balances Outstanding

The following tables present, by portfolio segment, the changes in the allowance for loan losses, the ending allocation of the allowance for loan losses and the loan balances outstanding for the years ended December 31, 2015 and December 31, 2014. The changes can be impacted by overall loan volume, adversely graded loans, historical charge-offs and economic factors.

	Beginning balance		Charge-offs			Recoveries		Provision			Ending Balance
Allowance for loan losses:
December 31, 2015
Commercial & Agriculture	$	1,819	$	(190	)	$	182	$	(333	)	$	1,478
Commercial Real Estate:
Owner Occupied		2,221		(523	)		187		582			2,467
Non-Owner Occupied		4,334		(81	)		115		289			4,657
Residential Real Estate		3,747		(1,135	)		331		1,143			4,086
Real Estate Construction		428		—			5		(62	)		371
Farm Real Estate		822		—			76		(360	)		538
Consumer and Other		200		(120	)		46		256			382
Unallocated		697		—			—		(315	)		382
Total	$	14,268	$	(2,049	)	$	942	$	1,200		$	14,361

	Beginning balance		Charge-offs			Recoveries		Provision			Ending Balance
Allowance for loan losses:
December 31, 2014
Commercial & Agriculture	$	2,838	$	(338	)	$	251	$	(932	)	$	1,819
Commercial Real Estate:
Owner Occupied		2,931		(1,661	)		360		591			2,221
Non-Owner Occupied		3,888		(198	)		50		594			4,334
Residential Real Estate		5,224		(2,449	)		293		679			3,747
Real Estate Construction		184		—			6		238			428
Farm Real Estate		740		—			—		82			822
Consumer and Other		217		(135	)		61		57			200
Unallocated		506		—			—		191			697
Total	$	16,528	$	(4,781	)	$	1,021	$	1,500		$	14,268

	Beginning balance		Charge- offs			Recoveries		Provision			Ending Balance
Allowance for loan losses:
December 31, 2013
Commercial & Agriculture	$	2,811	$	(483	)	$	141	$	369		$	2,838
Commercial Real Estate:
Owner Occupied		4,565		(989	)		265		(910	)		2,931
Non-Owner Occupied		4,942		(815	)		184		(423	)		3,888
Residential Real Estate		5,780		(2,800	)		391		1,853			5,224
Real Estate Construction		349		(136	)		108		(137	)		184
Farm Real Estate		632		(107	)		67		148			740
Consumer and Other		246		(220	)		80		111			217
Unallocated		417		—			—		89			506
Total	$	19,742	$	(5,550	)	$	1,236	$	1,100		$	16,528

	Loans acquired with credit deterioration		Loans individually evaluated for impairment		Loans collectively evaluated for impairment		Total
December 31, 2015
Allowance for loan losses:
Commercial & Agriculture	$	—	$	23	$	1,455	$	1,478
Commercial Real Estate:
Owner Occupied		—		103		2,364		2,467
Non-Owner Occupied		—		—		4,657		4,657
Residential Real Estate		123		137		3,826		4,086
Real Estate Construction		—		—		371		371
Farm Real Estate		—		—		538		538
Consumer and Other		—		—		382		382
Unallocated		—		—		382		382
Total	$	123	$	263	$	13,975	$	14,361
Outstanding loan balances:
Commercial & Agriculture	$	132	$	873	$	123,397	$	124,402
Commercial Real Estate:
Owner Occupied		—		2,141		165,756		167,897
Non-Owner Occupied		—		1,742		346,697		348,439
Residential Real Estate		131		1,642		234,565		236,338
Real Estate Construction		—		—		58,898		58,898
Farm Real Estate		—		953		46,040		46,993
Consumer and Other		—		3		18,557		18,560
Total	$	263	$	7,354	$	993,910	$	1,001,527

	Loans acquired with credit deterioration		Loans individually evaluated for impairment		Loans collectively evaluated for impairment		Total
December 31, 2014
Allowance for loan losses:
Commercial & Agriculture	$	—	$	641	$	1,178	$	1,819
Commercial Real Estate:
Owner Occupied		—		4		2,217		2,221
Non-Owner Occupied		—		20		4,314		4,334
Residential Real Estate		—		305		3,442		3,747
Real Estate Construction		—		—		428		428
Farm Real Estate		—		53		769		822
Consumer and Other		—		—		200		200
Unallocated		—		—		697		697
Total	$	—	$	1,023	$	13,245	$	14,268
Outstanding loan balances:
Commercial & Agriculture	$	—	$	2,304	$	110,961	$	113,265
Commercial Real Estate:
Owner Occupied		—		3,348		139,666		143,014
Non-Owner Occupied		—		2,176		306,490		308,666
Residential Real Estate		—		3,108		211,429		214,537
Real Estate Construction		—		—		65,452		65,452
Farm Real Estate		—		208		53,765		53,973
Consumer and Other		—		5		15,945		15,950
Total	$	—	$	11,149	$	903,708	$	914,857

Credit Exposures by Internally Assigned Grades

	Pass		Special Mention		Substandard		Doubtful		Ending Balance
December 31, 2015
Commercial & Agriculture	$	117,739	$	3,090	$	3,573	$	—	$	124,402
Commercial Real Estate:
Owner Occupied		156,622		5,571		5,704		—		167,897
Non-Owner Occupied		339,734		6,100		2,605		—		348,439
Residential Real Estate		62,147		1,671		7,435		—		71,253
Real Estate Construction		52,399		216		29		—		52,644
Farm Real Estate		39,787		4,024		3,182		—		46,993
Consumer and Other		1,987		3		111		—		2,101
Total	$	770,415	$	20,675	$	22,639	$	—	$	813,729
	Pass		Special Mention		Substandard		Doubtful		Ending Balance
December 31, 2014
Commercial & Agriculture	$	106,989	$	3,446	$	2,830	$	—	$	113,265
Commercial Real Estate:
Owner Occupied		129,849		4,378		8,787		—		143,014
Non-Owner Occupied		299,167		5,682		3,817		—		308,666
Residential Real Estate		49,249		697		8,833		—		58,779
Real Estate Construction		59,584		19		41		—		59,644
Farm Real Estate		51,416		1,737		820		—		53,973
Consumer and Other		1,567		—		53		—		1,620
Total	$	697,821	$	15,959	$	25,181	$	—	$	738,961

Performing and Nonperforming Loans

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.

	Residential Real Estate		Real Estate Construction		Consumer and Other		Total
December 31, 2015
Performing	$	165,048	$	6,254	$	16,458	$	187,760
Nonperforming		37		—		1		38
Total	$	165,085	$	6,254	$	16,459	$	187,798

	Residential Real Estate		Real Estate Construction		Consumer and Other		Total
December 31, 2014
Performing	$	155,758	$	5,808	$	14,312	$	175,878
Nonperforming		—		—		18		18
Total	$	155,758	$	5,808	$	14,330	$	175,896

Aging Analysis of Past Due Loans

The following tables include an aging analysis of the recorded investment of past due loans outstanding as of December 31, 2015 and 2014.

	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Total Loans		Past Due 90 Days and Accruing
December 31, 2015
Commercial & Agriculture	$	9	$	32	$	37	$	78	$	124,324	$	124,402	$	—
Commercial Real Estate:
Owner Occupied		982		36		284		1,302		166,595		167,897		—
Non-Owner Occupied		269		330		123		722		347,717		348,439		—
Residential Real Estate		2,845		404		1,725		4,974		231,364		236,338		—
Real Estate Construction		8		—		—		8		58,890		58,898		—
Farm Real Estate		—		—		—		—		46,993		46,993		—
Consumer and Other		98		68		8		174		18,386		18,560		—
Total	$	4,211	$	870	$	2,177	$	7,258	$	994,269	$	1,001,527	$	—
	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Total Loans		Past Due 90 Days and Accruing
December 31, 2014
Commercial & Agriculture	$	58	$	—	$	187	$	245	$	113,020	$	113,265	$	—
Commercial Real Estate:		622		251		656		1,529		141,485		143,014		—
Owner Occupied
Non-Owner Occupied		520		5		2,103		2,628		306,038		308,666		—
Residential Real Estate		1,923		721		2,177		4,821		209,716		214,537		—
Real Estate Construction		33		—		8		41		65,411		65,452		—
Farm Real Estate		—		—		171		171		53,802		53,973		—
Consumer and Other		131		9		37		177		15,773		15,950		18
Total	$	3,287	$	986	$	5,339	$	9,612	$	905,245	$	914,857	$	18

Summary of Nonaccrual Loans

The following table presents loans on nonaccrual status as of December 31, 2015 and 2014.

	2015		2014
Commercial & Agriculture	$	1,185	$	1,264
Commercial Real Estate:
Owner Occupied		1,645		3,403
Non-Owner Occupied		1,428		2,134
Residential Real Estate		4,542		6,280
Real Estate Construction		29		41
Farm Real Estate		961		394
Consumer and Other		100		42
Total	$	9,890	$	13,558

Schedule of Troubled Debt Restructurings

Loan modifications that are considered TDRs completed during the twelve month periods ended December 31, 2015, 2014 and 2013 were as follows:

	For the Twelve Month Period Ended December 31, 2015
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		—	$	—	$	—
Commercial Real Estate:
Owner Occupied		—		—		—
Non-Owner Occupied		—		—		—
Residential Real Estate		—		—		—
Real Estate Construction		1		41		41
Farm Real Estate		—		—		—
Consumer and Other		—		—		—
Total Loan Modifications		1	$	41	$	41
	For the Twelve Month Period Ended December 31, 2014
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		—	$	—	$	—
Commercial Real Estate:
Owner Occupied		—		—		—
Non-Owner Occupied		—		—		—
Residential Real Estate		9		619		554
Real Estate Construction		1		35		35
Farm Real Estate		—		—		—
Consumer and Other		—		—		—
Total Loan Modifications		10	$	654	$	589

	For the Twelve Month Period Ended December 31, 2013
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		—	$	—	$	—
Commercial Real Estate:
Owner Occupied		2		547		547
Non-Owner Occupied		—		—		—
Residential Real Estate		—		—		—
Real Estate Construction		—		—		—
Farm Real Estate		—		—		—
Consumer and Other		—		—		—
Total Loan Modifications		2	$	547	$	547

Impaired Financing Receivables

The following tables include the recorded investment and unpaid principal balances for impaired financing receivables with the associated allowance amount, if applicable, as of December 31, 2015 and 2014.

	December 31, 2015						December 31, 2014
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Commercial & Agriculture	$	851	$	1,034			$	1,377	$	1,504
Commercial Real Estate:
Owner Occupied		1,224		1,343				2,961		3,327
Non-Owner Occupied		1,742		1,826				92		140
Residential Real Estate		965		1,591				1,893		3,487
Farm Real Estate		953		1,026				—		—
Consumer and Other		3		3				5		5
Total		5,738		6,823				6,328		8,463
With an allowance recorded:
Commercial & Agriculture		22		23	$	23		927		1,056	$	641
Commercial Real Estate:
Owner Occupied		917		999		103		388		387		4
Non-Owner Occupied		—		—		—		2,083		2,287		20
Residential Real Estate		808		683		260		1,215		1,223		305
Farm Real Estate		—		—		—		208		256		53
Total		1,747		1,705		386		4,821		5,209		1,023
Total:
Commercial & Agriculture		873		1,057		23		2,304		2,560		641
Commercial Real Estate:
Owner Occupied		2,141		2,342		103		3,349		3,714		4
Non-Owner Occupied		1,742		1,826		—		2,175		2,427		20
Residential Real Estate		1,773		2,274		260		3,108		4,710		305
Farm Real Estate		953		1,026		—		208		256		53
Consumer and Other		3		3		—		5		5		—
Total	$	7,485	$	8,528	$	386	$	11,149	$	13,672	$	1,023

The following tables include the average recorded investment and interest income recognized for impaired financing receivables as of, and for the years ended, December 31, 2015, 2014 and 2013.

	December 31, 2015				December 31, 2014
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
For the year ended:
Commercial & Agriculture	$	1,519	$	72	$	3,316	$	104
Commercial Real Estate:
Owner Occupied		2,738		139		5,720		200
Non-Owner Occupied		1,946		32		2,767		40
Residential Real Estate		2,544		152		3,291		207
Real Estate Construction		16		—		—		—
Farm Real Estate		653		56		219		19
Consumer and Other		4		—		6		—
Total	$	9,420	$	451	$	15,319	$	570

	December 31, 2013
	Average Recorded Investment		Interest Income Recognized
For the year ended:
Commercial & Agriculture	$	4,761	$	186
Commercial Real Estate:
Owner Occupied		6,065		417
Non-Owner Occupied		5,855		85
Residential Real Estate		4,792		282
Real Estate Construction		302		—
Farm Real Estate		246		19
Consumer and Other		30		—
Total	$	22,051	$	989

Schedule of Changes in Amortized Yield for Purchased Credit Impaired Loans

Changes in the amortizable yield for purchased credit-impaired loans were as follows for the year ended December 31, 2015:

	At December 31, 2015
	(In Thousands)
Balance at beginning of period	$	—
Acquisition of impaired loans		140
Accretion		(60	)
Balance at end of period	$	80

Components of Purchase Accounting Adjustments, Loans Acquired with Credit Deterioration

The table below presents the components of the purchase accounting adjustments.

	March 6, 2015
Contractually required payments	$	1,305
Non-accretable discount		(691	)
Expected cash flows		614
Accretable discount		(140	)
Estimated fair value	$	474

Schedule of Loans Acquired and Accounted

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

	At March 6, 2015		At December 31, 2015
	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	$	1,305	$	965
Carrying amount		474		263

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Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Dec. 31, 2015

Equity [Abstract]

Changes in Each Component of Accumulated Other Comprehensive Loss, Net of Tax

The following table presents the changes in each component of accumulated other comprehensive loss, net of tax, as of December 31, 2015, 2014 and 2013.

	For the Year Ended									For the Year Ended									For the Year Ended
	December 31, 2015									December 31, 2014									December 31, 2013
	Unrealized Gains and Losses on Available for Sale Securities			Defined Benefit Pension Items			Total			Unrealized Gains and Losses on Available for Sale Securities			Defined Benefit Pension Items			Total			Unrealized Gains and Losses on Available for Sale Securities			Defined Benefit Pension Items			Total
Beginning balance	$	3,730		$	(3,777	)	$	(47	)	$	341		$	(4,588	)	$	(4,247	)	$	5,849		$	(7,496	)	$	(1,647	)
Other comprehensive income (loss) before reclassifications		(188	)		(449	)		(637	)		3,464			591			4,055			(5,373	)		—			(5,373	)
Amounts reclassified from accumulated other comprehensive loss		12			177			189			(75	)		220			145			(135	)		2,908			2,773
Net current-period other comprehensive income (loss)		(176	)		(272	)		(448	)		3,389			811			4,200			(5,508	)		2,908			(2,600	)
Ending balance	$	3,554		$	(4,049	)	$	(495	)	$	3,730		$	(3,777	)	$	(47	)	$	341		$	(4,588	)	$	(4,247	)

Amounts Reclassified Out of Each Component of Accumulated Other Comprehensive Loss

The following table presents the amounts reclassified out of each component of accumulated other comprehensive loss as of December 31, 2015, 2014 and 2013.

	Amount Reclassified from Accumulated Other Comprehensive Loss (a)
	For the year ended December 31,
Details about Accumulated Other Comprehensive Loss Components	2015			2014			2013			Affected Line Item in the Statement Where Net Income is Presented
Unrealized gains (losses) on available-for-sale securities	$	(18	)	$	113		$	204		Net gain (loss) on sale of securities
Tax effect		6			(38	)		(69	)	Income taxes
		(12	)		75			135
Amortization of defined benefit pension items
Actuarial losses		(270	)(b)		(334	)(b)		(4,406	)(b)	Salaries, wages and benefits
Tax effect		93			114			1,498		Income taxes
		(177	)		(220	)		(2,908	)
Total reclassifications for the period	$	(189	)	$	(145	)	$	(2,773	)

^(a)  Amounts in parentheses indicate expenses and other amounts indicate income.

^(b)  These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost.

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Premises and Equipment (Tables)

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Year-End Premises and Equipment

Year-end premises and equipment were as follows:

	2015			2014
Land and improvements	$	4,225		$	3,770
Buildings and improvements		20,856			17,373
Furniture and equipment		15,996			13,942
Total		41,077			35,085
Accumulated depreciation		(24,133	)		(20,685	)
Premises and equipment, net	$	16,944		$	14,400

Rent Commitments Under Non-Cancelable Operating Leases

Rent expense was $506, $377 and $367 for 2015, 2014 and 2013, respectively. Rent commitments under non-cancelable operating leases at December 31, 2015 were as follows, before considering renewal options that generally are present.

2016	$	529
2017		492
2018		307
2019		263
2020		48
Thereafter		—
Total	$	1,639

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Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Acquired Intangible Assets

Acquired intangible assets were as follows as of year end.

	2015				2014
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Core deposit and other intangibles	$	7,697	$	5,876	$	6,688	$	5,165

Schedule of Estimated Amortization Expense

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

2016	$	699
2017		587
2018		111
2019		88
2020		71
Thereafter		265
	$	1,821

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Interest-Bearing Deposits (Tables)

12 Months Ended

Dec. 31, 2015

Text Block [Abstract]

Summary of Interest-Bearing Deposits

Interest-bearing deposits as of December 31, 2015 and 2014 were as follows:

	2015		2014
Demand	$	176,303	$	179,388
Statement and Passbook Savings		364,066		318,859
Certificates of Deposit:
In excess of $100		53,499		53,669
Other		130,840		139,531
Individual Retirement Accounts		26,710		26,770
Total	$	751,418	$	718,217

Scheduled Maturities of Certificates of Deposit

Scheduled maturities of certificates of deposit, including IRA’s at December 31, 2015 were as follows:

2016	$	124,120
2017		53,071
2018		14,539
2019		13,508
2020		5,314
Thereafter		497
Total	$	211,049

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Short-Term Borrowings (Tables)

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Summary of Federal Funds Purchased and Other Short-term Borrowings

Short-term borrowings, which consist of federal funds purchased and other short-term borrowings are summarized as follows:

	At December 31, 2015						At December 31, 2014
	Federal						Federal
	Funds			Short-term			Funds			Short-term
	Purchased			Borrowings			Purchased			Borrowings
Outstanding balance at year end	$	—		$	53,700		$	—		$	42,700
Maximum indebtedness during the year		—			64,700			—			42,700
Average balance during the year		69			26,880			41			1,951
Average rate paid during the year		0.53	%		0.20	%		0.54	%		0.19	%
Interest rate on year end balance		—			0.35	%		—			0.14	%
	At December 31, 2013
	Federal
	Funds			Short-term
	Purchased			Borrowings
Outstanding balance at year end	$	—		$	—
Maximum indebtedness during the year		—			—
Average balance during the year		28			—
Average rate paid during the year		0.53	%		—
Interest rate on year end balance		—			—

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Federal Home Loan Bank Advances (Tables)

12 Months Ended

Dec. 31, 2015

Banking and Thrift [Abstract]

Scheduled Principal Reductions of Federal Home Loan Bank Advances Outstanding

Scheduled principal reductions of FHLB advances outstanding at December 31, 2015 were as follows:

2016	$	—
2017		2,500
2018		10,000
2019		5,000
Total	$	17,500

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Securities Sold Under Agreements to Repurchase (Tables)

12 Months Ended

Dec. 31, 2015

Brokers and Dealers [Abstract]

Summary of Securities Pledged as Collateral Under Repurchase Agreements

The following table presents detail regarding the securities pledged as collateral under repurchase agreements as of December 31, 2015 and December 31, 2014. All of the repurchase agreements are overnight agreements.

	December 31, 2015		December 31, 2014
Securities pledged for repurchase agreements:
U.S. Treasury securities	$	894	$	876
Obligations of U.S. government agencies		24,146		20,737
Total securities pledged	$	25,040	$	21,613
Gross amount of recognized liabilities for repurchase agreements	$	25,040	$	21,613
Amounts related to agreements not included in offsetting disclosures above	$	—	$	—

Schedule of Securities Sold Under Agreements to Repurchase

Information concerning securities sold under agreements to repurchase was as follows:

	2015			2014			2013
Outstanding balance at year end	$	25,040		$	21,613		$	20,053
Average balance during the year		20,086			19,759			20,749
Average interest rate during the year		0.10	%		0.10	%		0.10	%
Maximum month-end balance during the year	$	25,040		$	33,764		$	24,257
Weighted average interest rate at year end		0.10	%		0.10	%		0.10	%

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Schedule of Income Tax

Income taxes were as follows:

	2015			2014		2013
Current	$	5,191		$	3,151	$	11
Deferred		(410	)		11		1,362
Income taxes	$	4,781		$	3,162	$	1,373

Effective Tax Rates Differ from Statutory Federal Income Tax Rate

Effective tax rates differ from the statutory federal income tax rate of 34% due to the following:

	2015			2014			2013
Income taxes computed at the statutory federal tax rate	$	5,959		$	4,315		$	2,568
Add (subtract) tax effect of:
Nontaxable interest income, net of nondeductible interest expense		(900	)		(824	)		(781	)
Low income housing tax credit		(303	)		(303	)		(280	)
Cash surrender value of BOLI		(159	)		(167	)		(189	)
Other		184			141			55
Income tax expense	$	4,781		$	3,162		$	1,373

Summary of Deferred Tax Assets and Liabilities

Year-end deferred tax assets and liabilities were due to the following:

	2015			2014
Deferred tax assets
Allowance for loan losses	$	5,005		$	4,851
Deferred compensation		1,617			1,386
Intangible assets		224			—
Pension costs		232			198
Other		99			122
Deferred tax asset		7,177			6,557
Deferred tax liabilities
Tax depreciation in excess of book depreciation		(95	)		(351	)
Discount accretion on securities		(59	)		(63	)
Purchase accounting adjustments		(1,340	)		(1,189	)
FHLB stock dividends		(1,705	)		(1,687	)
Unrealized gain on securities available for sale		(1,831	)		(1,922	)
Other		(200	)		(196	)
Deferred tax liability		(5,230	)		(5,408	)
Net deferred tax asset	$	1,947		$	1,149

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Retirement Plans (Tables)

12 Months Ended

Dec. 31, 2015

Information about Pension Plan

Information about the pension plan is as follows:

	2015			2014
Change in benefit obligation:
Beginning benefit obligation	$	16,953		$	18,456
Service cost		—			306
Interest cost		604			639
Curtailment gain		—			(4,039	)
Settlement loss		117			55
Actuarial (gain)/loss		(6	)		3,007
Benefits paid		(1,340	)		(1,471	)
Ending benefit obligation		16,328			16,953
Change in plan assets, at fair value:
Beginning plan assets		16,184			15,466
Actual return		129			703
Employer contribution		700			1,515
Benefits paid		(1,340	)		(1,471	)
Administrative expenses		(26	)		(29	)
Ending plan assets		15,647			16,184
Funded status at end of year	$	(681	)	$	(769	)

Components of Net Periodic Pension Expense

The components of net periodic pension expense were as follows:

	2015			2014			2013
Service cost	$	—		$	306		$	1,204
Interest cost		604			639			884
Expected return on plan assets		(1,088	)		(1,021	)		(965	)
Net amortization and deferral		270			334			698
Net periodic pension cost (benefit)	$	(214	)	$	258		$	1,821
Net loss (gain) recognized in other comprehensive loss		412			(1,228	)		(4,406	)
Total recognized in net periodic benefit cost and other comprehensive loss (before tax)	$	198		$	(970	)	$	(2,585	)

Schedule of Target Allocation and Expected Long-Term Rate of Return by Asset Category

The Company’s pension plan asset allocation at year-end 2015 and 2014 and target allocation for 2016 by asset category are as follows:

				Percentage of Plan
	Target			Assets
	Allocation			at Year-end
Asset Category	2016			2015			2014
Equity securities		20-50	%		48.2	%		46.7	%
Debt securities		30-60			47.0			48.3
Money market funds		20-30			4.8			5.0
Total					100.0	%		100.0	%

Plan's Assets at Fair Value Hierarchy

The following tables set forth by level, within the fair value hierarchy, the pension plan’s assets at fair value as of December 31, 2015 and 2014:

	December 31, 2015
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	94	$	—	$	—	$	94
Bond mutual funds		23		—		—		23
Common/collective trust:
Bonds		7,338		—		—		7,338
Equities		6,315		—		—		6,315
Equity market funds:
International		357		—		—		357
Large cap		1,155		—		—		1,155
Mid cap		242		—		—		242
Small cap		123		—		—		123
Total assets at fair value	$	15,647	$	—	$	—	$	15,647

	December 31, 2014
	Level 1		Level 2		Level 3		Total
Assets:
Cash	$	3	$	—	$	—	$	3
Money market funds		91		—		—		91
Bond mutual funds		23		—		—		23
Common/collective trust:
Bonds		7,802		—		—		7,802
Equities		6,383		—		—		6,383
Equity market funds:
Commodity mutual funds		19		—		—		19
International		342		—		—		342
Large cap		1,150		—		—		1,150
Mid cap		253		—		—		253
Small cap		118		—		—		118
Total assets at fair value	$	16,184	$	—	$	—	$	16,184

Summary of Expected Benefit Payments

Expected benefit payments, which reflect expected future service, are as follows:

2016	$	1,520
2017		1,820
2018		528
2019		1,367
2020		1,033
2021 through 2025		5,565
Total	$	11,833

Benefit Obligations [Member]

Weighted Average Assumptions Used to Determine Benefit Obligations

The weighted average assumptions used to determine benefit obligations at year-end were as follows:

	2015			2014			2013
Discount rate on benefit obligation		4.16	%		3.69	%		4.38	%
Long-term rate of return on plan assets		7.00	%		7.00	%		7.00	%
Rate of compensation increase		0.00	%		0.00	%		3.00	%

Net Periodic Pension Cost [Member]

Weighted Average Assumptions Used to Determine Benefit Obligations

The weighted average assumptions used to determine net periodic pension cost were as follows:

	2015			2014			2013
Discount rate on benefit obligation		3.69	%		4.38	%		3.72	%
Long-term rate of return on plan assets		7.00	%		7.00	%		7.00	%
Rate of compensation increase		0.00	%		3.00	%		3.00	%

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Equity Incentive Plan (Tables)

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of Company's Restricted Stock

The following is a summary of the status of the Company’s restricted shares as of December 31, 2015, and changes therein during the twelve months ended:

	December 31, 2015
			Weighted
	Number of		Average
	Restricted		Grant Date
	Shares		Fair Value
Nonvested at beginning of period		—	$	—
Granted		16,983		10.82
Vested		—		—
Forfeited		—		—
Nonvested at December 31, 2015		16,983		10.82

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Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2015

Fair Value Disclosures [Abstract]

Assets Measured at Fair Value

Assets measured at fair value are summarized below.

Fair Value Measurements at December 31, 2015 Using:
	(Level 1)		(Level 2)		(Level 3)
Assets measured at fair value on a recurring basis:
U.S. Treasury securities and obligations of U.S. Government agencies	$	—	$	40,937	$	—
Obligations of states and political subdivisions		—		92,152		—
Mortgage-backed securities in government sponsored entities		—		62,573		—
Equity securities in financial institutions		—		587		—
Fair value swap asset		—		1,962		—
Liabilities:
Fair value swap liability		—		1,962		—
Assets measured at fair value on a nonrecurring basis:
Impaired Loans	$	—	$	—	$	759
Other Real Estate Owned		—		—		109

Fair Value Measurements at December 31, 2014 Using:
	(Level 1)		(Level 2)		(Level 3)
Assets measured at fair value on a recurring basis:
U.S. Treasury securities and obligations of U.S. Government agencies	$	—	$	42,902	$	—
Obligations of states and political subdivisions		—		88,021		—
Mortgage-backed securities in government sponsored entities		—		66,442		—
Equity securities in financial institutions		—		540		—
Fair value swap asset		—		1,721		—
Liabilities:
Fair value swap liability		—		1,721		—
Assets measured at fair value on a nonrecurring basis:
Impaired Loans	$	—	$	—	$	2,690
Other Real Estate Owned		—		—		550

Quantitative Information about Level 3 Fair Value Measurements

The following tables presents quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at December 31, 2015 and 2014.

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average
December 31, 2015
Impaired loans	$	759	Appraisal of collateral	Appraisal adjustments	10% - 30%	10%
				Liquidation expense	0% - 10%	10%
				Holding period	0 - 30 months	17 months
Other real estate owned	$	109	Appraisal of collateral	Appraisal adjustments	10% - 30%	10%
				Liquidation expense	0% - 10%	10%

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average
December 31, 2014
Impaired loans	$	2,690	Appraisal of collateral	Appraisal adjustments	10% - 30%	10%
				Liquidation expense	0% - 10%	10%
				Holding period	0 - 30 months	16 months
Other real estate owned	$	550	Appraisal of collateral	Appraisal adjustments	10% - 30%	10%
				Liquidation expense	0% - 10%	10%

Carrying Amount and Fair Values of Financial Instruments

The carrying amount and fair value of financial instruments were as follows:

	Carrying		Total
	Amount		Fair Value		Level 1		Level 2		Level 3
December 31, 2015
Financial Assets:
Cash and due from financial institutions	$	35,561	$	35,561	$	35,561	$	—	$	—
Securities available for sale		196,249		196,249		—		196,249		—
Loans, held for sale		2,698		2,698		2,698		—		—
Loans, net of allowance for loan losses		987,166		986,848		—		—		986,848
Other securities		13,452		13,452		13,452		—		—
Bank owned life insurance		20,104		20,104		20,104		—		—
Accrued interest receivable		3,902		3,902		3,902		—		—
Swap asset		1,962		1,962		—		1,962		—
Financial Liabilities:
Nonmaturing deposits		840,984		840,984		840,984		—		—
Time deposits		211,049		212,006		—		—		212,006
Short-term FHLB advances		53,700		52,906		52,906		—		—
Long-term FHLB advances		17,500		17,687		—		—		17,687
Securities sold under agreement to repurchase		25,040		25,040		25,040		—		—
Subordinated debentures		29,427		25,572		—		—		25,572
Accrued interest payable		120		120		120		—		—
Swap liability		1,962		1,962		—		1,962		—

	Carrying		Total
	Amount		Fair Value		Level 1		Level 2		Level 3
December 31, 2014
Financial Assets:
Cash and due from financial institutions	$	29,858	$	29,858	$	29,858	$	—	$	—
Securities available for sale		197,905		197,905		—		197,905		—
Loans, held for sale		2,410		2,410		2,410		—		—
Loans, net of allowance for loan losses		900,589		908,118		—		—		908,118
Other securities		12,586		12,586		12,586		—		—
Bank owned life insurance		19,637		19,637		19,637		—		—
Accrued interest receivable		3,852		3,852		3,852		—		—
Swap asset		1,721		1,721		—		1,721		—
Financial Liabilities:
Nonmaturing deposits		748,948		748,948		748,948		—		—
Time deposits		219,970		221,263		—		—		221,263
Short-term FHLB advances		42,700		42,700		42,700		—		—
Long-term FHLB advances		22,500		22,699		—		—		22,699
Securities sold under agreement to repurchase		21,613		21,613		21,613		—		—
Subordinated debentures		29,427		24,688		—		—		24,688
Accrued interest payable		126		126		126		—		—
Swap liability		1,721		1,721		—		1,721		—

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

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Contractual Amount of Financial Instruments with Off-Balance-Sheet Risk

The contractual amount of financial instruments with off-balance-sheet risk was as follows at year-end.

	2015				2014
	Fixed		Variable		Fixed		Variable
	Rate		Rate		Rate		Rate
Commitments to extend credit:
Lines of credit and construction loans	$	9,416	$	195,732	$	9,405	$	160,718
Overdraft protection		5		22,119		4		22,122
Letters of credit		200		750		200		1,007
	$	9,621	$	218,601	$	9,609	$	183,847

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Capital Requirements and Restriction on Retained Earnings (Tables)

12 Months Ended

Dec. 31, 2015

Text Block [Abstract]

Actual Capital Levels and Minimum Required Levels

The Company’s and Civista’s actual capital levels and minimum required levels at December 31, 2015 and 2014 were as follows:

											To Be Well
											Capitalized Under
						For Capital					Prompt Corrective
	Actual					Adequacy Purposes					Action Purposes
	Amount		Ratio			Amount		Ratio			Amount		Ratio
2015
Total Risk Based Capital
Consolidated	$	140,088		14.0	%	$	80,050		8.0	%		n/a		n/a
Civista		126,795		12.7			79,871		8.0		$	99,839		10.0	%
Tier I Risk Based Capital
Consolidated		127,519		12.7			60,245		6.0			n/a		n/a
Civista		113,883		11.4			59,938		6.0			79,918		8.0
CET1 Risk Based Capital
Consolidated		75,819		7.6			44,893		4.5			n/a		n/a
Civista		102,755		10.1			45,782		4.5			66,129		6.5
Leverage
Consolidated		127,519		10.0			51,008		4.0			n/a		n/a
Civista		113,883		8.9			51,183		4.0			63,979		5.0
2014
Total Risk Based Capital
Consolidated	$	131,581		14.7	%	$	71,609		8.0	%		n/a		n/a
Civista		111,470		12.5			71,341		8.0		$	89,176		10.0	%
Tier I Risk Based Capital
Consolidated		120,334		13.4			35,921		4.0			n/a		n/a
Civista		100,259		11.2			35,807		4.0			53,710		6.0
CET1 Risk Based Capital
Consolidated		n/a		n/a			n/a		n/a			n/a		n/a
Civista		n/a		n/a			n/a		n/a			n/a		n/a
Leverage
Consolidated		120,334		10.3			46,732		4.0			n/a		n/a
Civista		100,259		8.6			46,632		4.0			58,290		5.0

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Parent Company Only Condensed Financial Information (Tables)

12 Months Ended

Dec. 31, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Schedule of Condensed Balance Sheets

	December 31,
	2015			2014
Condensed Balance Sheets
Assets:
Cash	$	7,493		$	13,663
Securities available for sale		587			540
Investment in bank subsidiary		133,959			117,364
Investment in nonbank subsidiaries		12,615			12,605
Other assets		2,204			3,003
Total assets	$	156,858		$	147,175
Liabilities:
Deferred income taxes and other liabilities	$	2,258		$	1,839
Subordinated debentures		29,427			29,427
Total liabilities		31,685			31,266
Shareholders’ Equity:
Preferred stock		22,273			23,132
Common stock		115,330			114,365
Accumulated earnings (deficit)		5,300			(4,306	)
Treasury Stock		(17,235	)		(17,235	)
Accumulated other comprehensive loss		(495	)		(47	)
Total shareholders’ equity		125,173			115,909
Total liabilities and shareholders’ equity	$	156,858		$	147,175

Schedule of Condensed Statements of Operations

	For the years ended December 31,
	2015			2014			2013
Condensed Statements of Operations
Dividends from bank subsidiaries	$	14,226		$	7,339		$	7,888
Interest expense		(760	)		(777	)		(740	)
Pension expense		(388	)		(397	)		(4,072	)
Other expense, net		(1,755	)		(1,150	)		(952	)
Income before equity in undistributed net earnings of subsidiaries		11,323			5,015			2,124
Income tax benefit		959			763			1,960
Equity in undistributed net earnings of subsidiaries		463			3,750			2,095
Net income	$	12,745		$	9,528		$	6,179
Comprehensive income	$	12,297		$	13,728		$	3,579

Schedule of Condensed Statements of Cash Flows

	For the years ended December 31,
	2015			2014			2013
Condensed Statements of Cash Flows
Operating activities:
Net income	$	12,745		$	9,528		$	6,179
Adjustment to reconcile net income to net cash from operating activities:
Change in other assets and other liabilities		1,324			1,508			(1,620	)
Equity in undistributed net earnings of subsidiaries		(463	)		(3,750	)		(2,095	)
Net cash from operating activities		13,606			7,286			2,464
Investing activities:
Acquisition and additional capitalization of subsidiary, net of cash acquired		(16,637	)		—			—
Net cash used for investing activities		(16,637	)		—			—
Financing activities:
Payment to repurchase preferred stock		—			(22,857	)		—
Proceeds from issuance of preferred stock		—			—			23,132
Cash dividends paid		(3,139	)		(3,338	)		(2,315	)
Net cash (used for) from financing activities		(3,139	)		(26,195	)		20,817
Net change in cash and cash equivalents		(6,170	)		(18,909	)		23,281
Cash and cash equivalents at beginning of year		13,663			32,572			9,291
Cash and cash equivalents at end of year	$	7,493		$	13,663		$	32,572

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Earnings per Common Share (Tables)

12 Months Ended

Dec. 31, 2015

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings per Common Share

The factors used in the earnings per share computation follow.

	2015		2014		2013
Basic
Net income	$	12,745	$	9,528	$	6,179
Preferred stock dividends		1,577		1,873		1,159
Net income available to common shareholders - basic	$	11,168	$	7,655	$	5,020
Weighted average common shares outstanding - basic		7,822,369		7,707,917		7,707,917
Basic earnings per share	$	1.43	$	0.99	$	0.65
Diluted
Net income available to common shareholders - basic	$	11,168	$	7,655	$	5,020
Preferred stock dividends on convertible preferred stock		1,577		1,606		—
Net income available to common shareholders - diluted	$	12,745	$	9,261	$	5,020
Weighted average common shares outstanding for earnings per common share basic		7,822,369		7,707,917		7,707,917
Add: dilutive effects of convertible preferred shares		3,095,966		3,196,931		113,863
Average shares and dilutive potential common shares outstanding - diluted		10,918,335		10,904,848		7,821,780
Diluted earnings per share	$	1.17	$	0.85	$	0.64

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Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2015

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Data

	Interest Income		Net Interest Income		Net Income		Basic Earnings per Common Share		Diluted Earnings per Common Share
2015
First quarter (1)(2)(3)	$	11,762	$	10,915	$	3,171	$	0.36	$	0.29
Second quarter (1)(2)		12,740		11,916		3,122		0.35		0.29
Third quarter (2)(4)		13,223		12,402		3,253		0.36		0.30
Fourth quarter (2)(5)		12,976		12,159		3,199		0.36		0.29
2014
First quarter (2)(3)	$	11,315	$	10,165	$	2,712	$	0.27	$	0.22
Second quarter (1)(2)		11,365		10,266		2,240		0.24		0.21
Third quarter (1)(2)		11,667		10,684		2,306		0.25		0.21
Fourth quarter (1)(2)		11,623		10,751		2,270		0.23		0.21

⁽¹⁾  Interest income and net interest income increased due to loan volume.

⁽²⁾  Net interest income increased due to interest expense decreasing as deposits repriced downward and the deposit mix shifted toward cheaper funding sources.

⁽³⁾  Net income increased due to fees on tax refund processing program.

⁽⁴⁾  Net income increased due to increased loan volume, offset by a decrease in fees on the tax refund processing program.

⁽⁵⁾  Interest income, net interest income and net income decreased due to decreased loan volume.

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Derivative Hedging Instruments (Tables)

12 Months Ended

Dec. 31, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Interest Rate Swap Transactions

The following table summarizes the Company’s interest rate swap positions and the impact of a 1 basis point change in interest rates as of December 31, 2015.

				Weighted			Impact of a
	Notional			Average Rate			1 basis point change			Repricing
	Amount			Received/(Paid)			in interest rates			Frequency
Derivative Assets	$	35,534			5.31	%	$	20			Monthly
Derivative Liabilities		(35,534	)		-5.31	%		(20	)		Monthly
Net Exposure	$	—					$	—

The following table summarizes the Company’s interest rate swap positions and the impact of a 1 basis point change in interest rates as of December 31, 2014.

				Weighted			Impact of a
	Notional			Average Rate			1 basis point change			Repricing
	Amount			Received/(Paid)			in interest rates			Frequency
Derivative Assets	$	29,060			5.47	%	$	19			Monthly
Derivative Liabilities		(29,060	)		-5.47	%		(19	)		Monthly
Net Exposure	$	—					$	—

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Summary of Significant Accounting Policies - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2015 USD ($) Segment $ / shares	Dec. 31, 2014 USD ($)	Dec. 31, 2013
Significant Accounting Policies [Line Items]
Allowance for loan losses related to commercial, commercial real estate and farm real estate loans	$ 500,000
Number of days reaching which loans are considered for nonaccrual status	90 days		90 days
Other assets	$ 9,461,000	$ 8,209,000
Federal Home Loan Bank par value | $ / shares	$ 100
Number of operating segments | Segment	1
Other Real Estate Owned [Member]
Significant Accounting Policies [Line Items]
Other assets	$ 116,000	$ 560,000
Unsecured Debt [Member]
Significant Accounting Policies [Line Items]
Retail loans past due charge off period	90 days
Secured Debt [Member]
Significant Accounting Policies [Line Items]
Residential real estate loans past due assessment of value period	180 days
Other Debt [Member]
Significant Accounting Policies [Line Items]
Loans past due charged down to the net realizable value period	90 days
Maximum [Member]
Significant Accounting Policies [Line Items]
Percentage of insurance commission revenue of total revenue	1.00%	1.00%
Original maturities for cash and cash equivalents	90 days
Estimated useful life of intangible assets	12 years
Maximum [Member] | Furniture and equipment [Member]
Significant Accounting Policies [Line Items]
Estimated useful life of asset	7 years
Maximum [Member] | Buildings and Improvements [Member]
Significant Accounting Policies [Line Items]
Estimated useful life of asset	50 years
Minimum [Member]
Significant Accounting Policies [Line Items]
Estimated useful life of intangible assets	5 years
Minimum [Member] | Furniture and equipment [Member]
Significant Accounting Policies [Line Items]
Estimated useful life of asset	3 years
Minimum [Member] | Buildings and Improvements [Member]
Significant Accounting Policies [Line Items]
Estimated useful life of asset	7 years
WSP [Member] | Maximum [Member]
Significant Accounting Policies [Line Items]
Percentage of insurance commission revenue of total revenue	1.00%	1.00%

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Merger - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Mar. 06, 2015	Dec. 31, 2015	Dec. 31, 2014
Business Combinations [Line Items]
Goodwill		$ 27,095	$ 21,720
Merger related costs		391	$ 236
Loans acquired with credit deterioration		$ 831
TCNB Financial Corp [Member]
Business Combinations [Line Items]
Cash paid for acquisition	$ 17,226
Acquisition value per share	$ 23.50
Total assets of TCNB prior to the merger	$ 97,479
Assets, loan	76,771
Assets, Deposit	86,708
Goodwill	5,375
Cash and short-term investments acquired	18,152
Loans acquired	76,444
Loans acquired with credit deterioration	831
Deposits acquired	$ 86,900
Minimum [Member]
Business Combinations [Line Items]
Core deposit intangibles and other intangibles, amortization period	5 years
Maximum [Member]
Business Combinations [Line Items]
Core deposit intangibles and other intangibles, amortization period	10 years

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Merger - Schedule of Financial Information for Former TCNB Financial Corp Included in Consolidated Statement of Operations (Detail) - USD ($) $ in Thousands	3 Months Ended								10 Months Ended	12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Net interest income after provision for loan losses										$ 46,192	$ 40,366	$ 38,874
Noninterest income										14,278	13,874	12,062
Net income	$ 3,199	$ 3,253	$ 3,122	$ 3,171	$ 2,270	$ 2,306	$ 2,240	$ 2,712		$ 12,745	$ 9,528	$ 6,179
Former TCNB Financial Corp [Member]
Business Acquisition [Line Items]
Net interest income after provision for loan losses									$ 3,155
Noninterest income									138
Net income									$ 1,282

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Merger - Business Acquisition, Unaudited Pro Forma Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Business Combination, Separately Recognized Transactions [Line Items]
Net interest income after provision for loan losses									$ 46,192	$ 40,366	$ 38,874
Noninterest income									14,278	13,874	12,062
Net income	$ 3,199	$ 3,253	$ 3,122	$ 3,171	$ 2,270	$ 2,306	$ 2,240	$ 2,712	$ 12,745	$ 9,528	$ 6,179
Basic	$ 0.36	$ 0.36	$ 0.35	$ 0.36	$ 0.23	$ 0.25	$ 0.24	$ 0.27	$ 1.43	$ 0.99	$ 0.65
Diluted	$ 0.29	$ 0.30	$ 0.29	$ 0.29	$ 0.21	$ 0.21	$ 0.21	$ 0.22	$ 1.17	$ 0.85	$ 0.64
Pro Forma [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Net interest income after provision for loan losses									$ 46,852	$ 44,583	$ 43,197
Noninterest income									14,699	14,297	12,486
Net income									$ 11,931	$ 10,045	$ 7,024
Basic									$ 1.32	$ 1.06	$ 0.76
Diluted									$ 1.09	$ 0.90	$ 0.75

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Merger - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands	Mar. 06, 2015	Dec. 31, 2015	Dec. 31, 2014
Net assets acquired:
Goodwill		$ 27,095	$ 21,720
TCNB Financial Corp [Member]
Business Acquisition [Line Items]
Total purchase price	$ 17,226
Net assets acquired:
Cash and short-term investments	18,152
Loans, net	76,444
Other securities	716
Premises and equipment	1,738
Accrued interest receivable	194
Core deposit intangible	1,009
Other assets	472
Noninterest-bearing deposits	(18,263)
Interest-bearing deposits	(68,606)
Other liabilities	(5)
Net assets acquired	11,851
Goodwill	$ 5,375

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Securities - Available for Sale Securities (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 190,863	$ 192,252
Gross Unrealized Gains	5,820	6,262
Gross Unrealized Losses	(434)	(609)
Total securities available for sale, Fair Value	196,249	197,905
U.S. Treasury Securities and Obligations of U.S. Government Agencies [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	40,992	42,910
Gross Unrealized Gains	74	115
Gross Unrealized Losses	(129)	(123)
Total securities available for sale, Fair Value	40,937	42,902
Obligations of States and Political Subdivisions [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	87,255	83,215
Gross Unrealized Gains	4,959	5,112
Gross Unrealized Losses	(62)	(306)
Total securities available for sale, Fair Value	92,152	88,021
Mortgage-backed Securities in Government Sponsored Entities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	62,135	65,646
Gross Unrealized Gains	681	976
Gross Unrealized Losses	(243)	(180)
Total securities available for sale, Fair Value	62,573	66,442
Total Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	190,382	191,771
Gross Unrealized Gains	5,714	6,203
Gross Unrealized Losses	(434)	(609)
Total securities available for sale, Fair Value	195,662	197,365
Equity Securities in Financial Institutions [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	481	481
Gross Unrealized Gains	106	59
Total securities available for sale, Fair Value	$ 587	$ 540

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Securities - Amortized Cost and Fair Value of Securities by Contractual Maturity (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Investments, Debt and Equity Securities [Abstract]
Due in one year or less, Amortized Cost	$ 5,075
Due from one to five years, Amortized Cost	31,433
Due from five to ten years, Amortized Cost	31,754
Due after ten years, Amortized Cost	59,985
Mortgage-backed securities in government sponsored entities, Amortized Cost	62,135
Equity securities in financial institutions, Amortized Cost	481
Amortized Cost	190,863	$ 192,252
Due in one year or less, Fair Value	5,078
Due from one to five years, Fair Value	31,442
Due from five to ten years, Fair Value	33,606
Due after ten years, Fair Value	62,963
Mortgage-backed securities in government sponsored entities, Fair Value	62,573
Equity securities in financial institutions, Fair Value	587
Total, Fair Value	$ 196,249	$ 197,905

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Securities - Additional Information (Detail) $ in Thousands	Dec. 31, 2015 USD ($) Security	Dec. 31, 2014 USD ($)
Amortized Cost and Fair Value Debt Securities [Abstract]
Carrying value of pledged securities | $	$ 142,888	$ 137,898
Number of securities in portfolio with unrealized losses | Security	50

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Securities - Proceeds from Sales of Securities, Gross Realized Gains and Losses (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Amortized Cost and Fair Value Debt Securities [Abstract]
Sale proceeds		$ 18,088	$ 8,686
Gross realized gains		113	144
Gross realized losses		(1)	(89)
Gains (losses) from securities called or settled by the issuer	$ (18)	$ 1	$ 149

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Securities - Debt Securities with Unrealized Losses Not Recognized in Income (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Schedule of Available-for-sale Securities [Line Items]
12 Months or less, Fair Value	$ 55,659	$ 20,806
12 Months or less, Unrealized Loss	(304)	(57)
More than 12 months, Fair Value	7,642	29,027
More than 12 months, Unrealized Loss	(130)	(552)
Total Fair Value	63,301	49,833
Total Unrealized Loss	(434)	(609)
U.S. Treasury Securities and Obligations of U.S. Government Agencies [Member]
Schedule of Available-for-sale Securities [Line Items]
12 Months or less, Fair Value	25,464	7,664
12 Months or less, Unrealized Loss	(112)	(17)
More than 12 months, Fair Value	1,132	11,888
More than 12 months, Unrealized Loss	(17)	(106)
Total Fair Value	26,596	19,552
Total Unrealized Loss	(129)	(123)
Obligations of States and Political Subdivisions [Member]
Schedule of Available-for-sale Securities [Line Items]
12 Months or less, Fair Value	2,932	853
12 Months or less, Unrealized Loss	(20)	(11)
More than 12 months, Fair Value	1,469	5,647
More than 12 months, Unrealized Loss	(42)	(295)
Total Fair Value	4,401	6,500
Total Unrealized Loss	(62)	(306)
Mortgage-backed Securities in Government Sponsored Entities [Member]
Schedule of Available-for-sale Securities [Line Items]
12 Months or less, Fair Value	27,263	12,289
12 Months or less, Unrealized Loss	(172)	(29)
More than 12 months, Fair Value	5,041	11,492
More than 12 months, Unrealized Loss	(71)	(151)
Total Fair Value	32,304	23,781
Total Unrealized Loss	$ (243)	$ (180)

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Loans - Loan balances (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Mar. 06, 2015	Dec. 31, 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans	$ 1,001,527		$ 914,857
Allowance for loan losses	(14,361)		(14,268)
Net loans	987,166		900,589
Commercial and Agriculture [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans	124,402		113,265
Commercial Real Estate Owner Occupied [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans	167,897		143,014
Commercial Real Estate Non Owner Occupied [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans	348,439		308,666
Residential Real Estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans	236,338		214,537
Real Estate Construction [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans	58,898		65,452
Farm Real Estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans	46,993		53,973
Consumer and Other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans	$ 18,560		$ 15,950
TCNB Financial Corp [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Net loans		$ 76,444
TCNB Financial Corp [Member] | Commercial and Agriculture [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans		13,799
TCNB Financial Corp [Member] | Commercial Real Estate Owner Occupied [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans		23,029
TCNB Financial Corp [Member] | Commercial Real Estate Non Owner Occupied [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans		13,411
TCNB Financial Corp [Member] | Residential Real Estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans		17,541
TCNB Financial Corp [Member] | Real Estate Construction [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans		3,863
TCNB Financial Corp [Member] | Farm Real Estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans		397
TCNB Financial Corp [Member] | Consumer and Other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans		$ 4,404

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Loans - Additional Information (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Receivables [Abstract]
Deferred loan fees	$ 78	$ 237

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Loans - Loans to Directors and Executive Officers Including Immediate Families (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Receivables, Other, Related Parties and Retainage [Abstract]
Balance - Beginning of year	$ 7,031	$ 9,294
New loans and advances	2,147	2,700
Repayments	(2,947)	(2,792)
Effect of changes to related parties	8,916	(2,171)
Balance - End of year	$ 15,147	$ 7,031

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Allowance for Loan Losses - Additional Information (Detail) $ in Thousands	3 Months Ended	6 Months Ended		12 Months Ended
	Sep. 30, 2015	Dec. 31, 2015 USD ($)	Jun. 30, 2015	Dec. 31, 2015 USD ($) SecurityLoan Loans	Dec. 31, 2014 USD ($) SecurityLoan	Dec. 31, 2013 USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Period for calculating Loss migration rates of portfolio segments	3 years	3 years
Allowance for loan losses		$ 14,361		$ 14,361	$ 14,268
Allowance for loan losses look back period	3 years		2 years
Number of loans charged off | Loans				11
Provision for loan losses				$ 1,200	1,500	$ 1,100
Number of days past due for loans to be considered as nonperforming				90 days
Reasonable period for nonperforming TDRs to be returned to performing status				6 months
Number of days reaching where loans are considered for nonaccrual status				90 days		90 days
Conditions where loans are considered for nonaccrual status				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 the borrower 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.
Gross interest income recorded on nonaccrual loans				$ 1,761	1,477	$ 1,783
Interest income on nonaccrual loans actually included in net income		766		$ 766	$ 719	1,155
Defaulted loans | SecurityLoan				1	0
Impaired loans				Greater than $350
Loans acquired with credit deterioration		831		$ 831
Allowance for loan losses recorded for acquired loans				123
Foreclosed assets		116		$ 116	$ 560
Scenario, Previously Reported [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Period for calculating Loss migration rates of portfolio segments	2 years
Purchased Automobile Loans Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Period for calculating Loss migration rates of portfolio segments				2 years
Commercial and Agriculture [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Decreases allowance for loans				$ (625)
Provision for loan losses				(333)	(932)	369
Residential Mortgage [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Foreclosed assets		116		116
Residential mortgages in process of foreclosure		340		340
TDRs [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses		$ 286		286	$ 895	$ 750
Company Collateral [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Provision for loan losses				$ 1,436

XML

Allowance for Loan Losses - Changes in the Allowance for Loan Losses and Loan Balances Outstanding (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	$ 14,268	$ 16,528	$ 19,742
Charge-offs	(2,049)	(4,781)	(5,550)
Recoveries	942	1,021	1,236
Provision	1,200	1,500	1,100
Ending Balance	14,361	14,268	16,528
Commercial and Agriculture [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	1,819	2,838	2,811
Charge-offs	(190)	(338)	(483)
Recoveries	182	251	141
Provision	(333)	(932)	369
Ending Balance	1,478	1,819	2,838
Commercial Real Estate Owner Occupied [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	2,221	2,931	4,565
Charge-offs	(523)	(1,661)	(989)
Recoveries	187	360	265
Provision	582	591	(910)
Ending Balance	2,467	2,221	2,931
Commercial Real Estate Non Owner Occupied [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	4,334	3,888	4,942
Charge-offs	(81)	(198)	(815)
Recoveries	115	50	184
Provision	289	594	(423)
Ending Balance	4,657	4,334	3,888
Residential Real Estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	3,747	5,224	5,780
Charge-offs	(1,135)	(2,449)	(2,800)
Recoveries	331	293	391
Provision	1,143	679	1,853
Ending Balance	4,086	3,747	5,224
Real Estate Construction [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	428	184	349
Charge-offs			(136)
Recoveries	5	6	108
Provision	(62)	238	(137)
Ending Balance	371	428	184
Farm Real Estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	822	740	632
Charge-offs			(107)
Recoveries	76		67
Provision	(360)	82	148
Ending Balance	538	822	740
Consumer and Other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	200	217	246
Charge-offs	(120)	(135)	(220)
Recoveries	46	61	80
Provision	256	57	111
Ending Balance	382	200	217
Unallocated [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	697	506	417
Provision	(315)	191	89
Ending Balance	$ 382	$ 697	$ 506

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Allowance for Loan Losses - Ending Allocation of Allowance for Loan Losses and Loan Balances Outstanding (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Accounts, Notes, Loans and Financing Receivable [Line Items]
Individually evaluated for impairment	$ 263	$ 1,023
Collectively evaluated for impairment	13,975	13,245
Total	14,361	14,268	$ 16,528	$ 19,742
Individually evaluated for impairment	7,354	11,149
Collectively evaluated for impairment	993,910	903,708
Total	1,001,527	914,857
Receivables Acquired with Deteriorated Credit Quality [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans acquired with credit deterioration	123
Loan balance of loans acquired with credit deterioration	263
Commercial and Agriculture [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Individually evaluated for impairment	23	641
Collectively evaluated for impairment	1,455	1,178
Total	1,478	1,819	2,838	2,811
Individually evaluated for impairment	873	2,304
Collectively evaluated for impairment	123,397	110,961
Total	124,402	113,265
Commercial and Agriculture [Member] | Receivables Acquired with Deteriorated Credit Quality [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loan balance of loans acquired with credit deterioration	132
Commercial Real Estate Owner Occupied [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Individually evaluated for impairment	103	4
Collectively evaluated for impairment	2,364	2,217
Total	2,467	2,221	2,931	4,565
Individually evaluated for impairment	2,141	3,348
Collectively evaluated for impairment	165,756	139,666
Total	167,897	143,014
Commercial Real Estate Non Owner Occupied [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Individually evaluated for impairment		20
Collectively evaluated for impairment	4,657	4,314
Total	4,657	4,334	3,888	4,942
Individually evaluated for impairment	1,742	2,176
Collectively evaluated for impairment	346,697	306,490
Total	348,439	308,666
Residential Real Estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Individually evaluated for impairment	137	305
Collectively evaluated for impairment	3,826	3,442
Total	4,086	3,747	5,224	5,780
Individually evaluated for impairment	1,642	3,108
Collectively evaluated for impairment	234,565	211,429
Total	236,338	214,537
Residential Real Estate [Member] | Receivables Acquired with Deteriorated Credit Quality [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans acquired with credit deterioration	123
Loan balance of loans acquired with credit deterioration	131
Real Estate Construction [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Collectively evaluated for impairment	371	428
Total	371	428	184	349
Collectively evaluated for impairment	58,898	65,452
Total	58,898	65,452
Farm Real Estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Individually evaluated for impairment		53
Collectively evaluated for impairment	538	769
Total	538	822	740	632
Individually evaluated for impairment	953	208
Collectively evaluated for impairment	46,040	53,765
Total	46,993	53,973
Consumer and Other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Collectively evaluated for impairment	382	200
Total	382	200	217	246
Individually evaluated for impairment	3	5
Collectively evaluated for impairment	18,557	15,945
Total	18,560	15,950
Unallocated [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Collectively evaluated for impairment	382	697
Total	$ 382	$ 697	$ 506	$ 417

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Allowance for Loan Losses - Credit Exposures by Internally Assigned Grades (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	$ 813,729	$ 738,961
Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	770,415	697,821
Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	20,675	15,959
Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	22,639	25,181
Commercial and Agriculture [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	124,402	113,265
Commercial and Agriculture [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	117,739	106,989
Commercial and Agriculture [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	3,090	3,446
Commercial and Agriculture [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	3,573	2,830
Commercial Real Estate Owner Occupied [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	167,897	143,014
Commercial Real Estate Owner Occupied [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	156,622	129,849
Commercial Real Estate Owner Occupied [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	5,571	4,378
Commercial Real Estate Owner Occupied [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	5,704	8,787
Commercial Real Estate Non Owner Occupied [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	348,439	308,666
Commercial Real Estate Non Owner Occupied [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	339,734	299,167
Commercial Real Estate Non Owner Occupied [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	6,100	5,682
Commercial Real Estate Non Owner Occupied [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	2,605	3,817
Residential Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	71,253	58,779
Residential Real Estate [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	62,147	49,249
Residential Real Estate [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	1,671	697
Residential Real Estate [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	7,435	8,833
Real Estate Construction [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	52,644	59,644
Real Estate Construction [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	52,399	59,584
Real Estate Construction [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	216	19
Real Estate Construction [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	29	41
Farm Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	46,993	53,973
Farm Real Estate [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	39,787	51,416
Farm Real Estate [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	4,024	1,737
Farm Real Estate [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	3,182	820
Consumer and Other [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	2,101	1,620
Consumer and Other [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	1,987	1,567
Consumer and Other [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	3
Consumer and Other [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	$ 111	$ 53

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Allowance for Loan Losses - Performing and Nonperforming Loans (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Financing Receivable, Recorded Investment [Line Items]
Performing	$ 187,760	$ 175,878
Nonperforming	38	18
Total	187,798	175,896
Residential Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Performing	165,048	155,758
Nonperforming	37
Total	165,085	155,758
Real Estate Construction [Member]
Financing Receivable, Recorded Investment [Line Items]
Performing	6,254	5,808
Total	6,254	5,808
Consumer and Other [Member]
Financing Receivable, Recorded Investment [Line Items]
Performing	16,458	14,312
Nonperforming	1	18
Total	$ 16,459	$ 14,330

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Allowance for Loan Losses - Aging Analysis of Past Due Loans (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	$ 7,258	$ 9,612
Current	994,269	905,245
Total Loans	1,001,527	914,857
Past Due 90 Days and Accruing		18
Commercial and Agriculture [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	78	245
Current	124,324	113,020
Total Loans	124,402	113,265
Commercial Real Estate Owner Occupied [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,302	1,529
Current	166,595	141,485
Total Loans	167,897	143,014
Commercial Real Estate Non Owner Occupied [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	722	2,628
Current	347,717	306,038
Total Loans	348,439	308,666
Residential Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	4,974	4,821
Current	231,364	209,716
Total Loans	236,338	214,537
Real Estate Construction [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	8	41
Current	58,890	65,411
Total Loans	58,898	65,452
Farm Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due		171
Current	46,993	53,802
Total Loans	46,993	53,973
Consumer and Other [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	174	177
Current	18,386	15,773
Total Loans	18,560	15,950
Past Due 90 Days and Accruing		18
30-59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	4,211	3,287
30-59 Days Past Due [Member] | Commercial and Agriculture [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	9	58
30-59 Days Past Due [Member] | Commercial Real Estate Owner Occupied [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	982	622
30-59 Days Past Due [Member] | Commercial Real Estate Non Owner Occupied [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	269	520
30-59 Days Past Due [Member] | Residential Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	2,845	1,923
30-59 Days Past Due [Member] | Real Estate Construction [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	8	33
30-59 Days Past Due [Member] | Consumer and Other [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	98	131
60-89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	870	986
60-89 Days Past Due [Member] | Commercial and Agriculture [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	32
60-89 Days Past Due [Member] | Commercial Real Estate Owner Occupied [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	36	251
60-89 Days Past Due [Member] | Commercial Real Estate Non Owner Occupied [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	330	5
60-89 Days Past Due [Member] | Residential Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	404	721
60-89 Days Past Due [Member] | Consumer and Other [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	68	9
90 Days or Greater [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	2,177	5,339
90 Days or Greater [Member] | Commercial and Agriculture [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	37	187
90 Days or Greater [Member] | Commercial Real Estate Owner Occupied [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	284	656
90 Days or Greater [Member] | Commercial Real Estate Non Owner Occupied [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	123	2,103
90 Days or Greater [Member] | Residential Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,725	2,177
90 Days or Greater [Member] | Real Estate Construction [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due		8
90 Days or Greater [Member] | Farm Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due		171
90 Days or Greater [Member] | Consumer and Other [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	$ 8	$ 37

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Allowance for Loan Losses - Summary of Nonaccrual Loans (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Financing Receivable, Recorded Investment [Line Items]
Total, Non-Accrual Status	$ 9,890	$ 13,558
Commercial and Agriculture [Member]
Financing Receivable, Recorded Investment [Line Items]
Total, Non-Accrual Status	1,185	1,264
Commercial Real Estate Owner Occupied [Member]
Financing Receivable, Recorded Investment [Line Items]
Total, Non-Accrual Status	1,645	3,403
Commercial Real Estate Non Owner Occupied [Member]
Financing Receivable, Recorded Investment [Line Items]
Total, Non-Accrual Status	1,428	2,134
Residential Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Total, Non-Accrual Status	4,542	6,280
Real Estate Construction [Member]
Financing Receivable, Recorded Investment [Line Items]
Total, Non-Accrual Status	29	41
Farm Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Total, Non-Accrual Status	961	394
Consumer and Other [Member]
Financing Receivable, Recorded Investment [Line Items]
Total, Non-Accrual Status	$ 100	$ 42

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Allowance for Loan Losses - Schedule of Troubled Debt Restructurings (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($) Contract	Dec. 31, 2014 USD ($) Contract	Dec. 31, 2013 USD ($) Contract
Financing Receivable, Recorded Investment, Past Due [Line Items]
Number of Contracts | Contract	1	10	2
Pre-Modification Outstanding Recorded Investment	$ 41	$ 654	$ 547
Post-Modification Outstanding Recorded Investment	$ 41	$ 589	$ 547
Commercial Real Estate Owner Occupied [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Number of Contracts | Contract			2
Pre-Modification Outstanding Recorded Investment			$ 547
Post-Modification Outstanding Recorded Investment			$ 547
Residential Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Number of Contracts | Contract		9
Pre-Modification Outstanding Recorded Investment		$ 619
Post-Modification Outstanding Recorded Investment		$ 554
Real Estate Construction [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Number of Contracts | Contract	1	1
Pre-Modification Outstanding Recorded Investment	$ 41	$ 35
Post-Modification Outstanding Recorded Investment	$ 41	$ 35

XML

Allowance for Loan Losses - Impaired Financing Receivables - Recorded Investment and Unpaid Principal Balances (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, with no related allowance recorded, Recorded Investment	$ 5,738	$ 6,328
Impaired financing receivables, with no related allowance recorded, Unpaid Principal Balance	6,823	8,463
Impaired financing receivables, with no related allowance recorded, Related Allowance	0	0
Impaired financing receivables, with an allowance recorded, Recorded Investment	1,747	4,821
Impaired financing receivables, with an allowance recorded, Unpaid Principal Balance	1,705	5,209
Impaired financing receivables, with an allowance recorded, Related Allowance	386	1,023
Impaired financing receivables, Recorded Investment, Total	7,485	11,149
Impaired financing receivables, Unpaid Principal Balance, Total	8,528	13,672
Impaired financing receivables, Related Allowance, Total	386	1,023
Commercial and Agriculture [Member]
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, with no related allowance recorded, Recorded Investment	851	1,377
Impaired financing receivables, with no related allowance recorded, Unpaid Principal Balance	1,034	1,504
Impaired financing receivables, with no related allowance recorded, Related Allowance	0	0
Impaired financing receivables, with an allowance recorded, Recorded Investment	22	927
Impaired financing receivables, with an allowance recorded, Unpaid Principal Balance	23	1,056
Impaired financing receivables, with an allowance recorded, Related Allowance	23	641
Impaired financing receivables, Recorded Investment, Total	873	2,304
Impaired financing receivables, Unpaid Principal Balance, Total	1,057	2,560
Impaired financing receivables, Related Allowance, Total	23	641
Commercial Real Estate Owner Occupied [Member]
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, with no related allowance recorded, Recorded Investment	1,224	2,961
Impaired financing receivables, with no related allowance recorded, Unpaid Principal Balance	1,343	3,327
Impaired financing receivables, with no related allowance recorded, Related Allowance	0	0
Impaired financing receivables, with an allowance recorded, Recorded Investment	917	388
Impaired financing receivables, with an allowance recorded, Unpaid Principal Balance	999	387
Impaired financing receivables, with an allowance recorded, Related Allowance	103	4
Impaired financing receivables, Recorded Investment, Total	2,141	3,349
Impaired financing receivables, Unpaid Principal Balance, Total	2,342	3,714
Impaired financing receivables, Related Allowance, Total	103	4
Commercial Real Estate Non Owner Occupied [Member]
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, with no related allowance recorded, Recorded Investment	1,742	92
Impaired financing receivables, with no related allowance recorded, Unpaid Principal Balance	1,826	140
Impaired financing receivables, with no related allowance recorded, Related Allowance	0	0
Impaired financing receivables, with an allowance recorded, Recorded Investment		2,083
Impaired financing receivables, with an allowance recorded, Unpaid Principal Balance		2,287
Impaired financing receivables, with an allowance recorded, Related Allowance		20
Impaired financing receivables, Recorded Investment, Total	1,742	2,175
Impaired financing receivables, Unpaid Principal Balance, Total	1,826	2,427
Impaired financing receivables, Related Allowance, Total		20
Residential Real Estate [Member]
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, with no related allowance recorded, Recorded Investment	965	1,893
Impaired financing receivables, with no related allowance recorded, Unpaid Principal Balance	1,591	3,487
Impaired financing receivables, with no related allowance recorded, Related Allowance	0	0
Impaired financing receivables, with an allowance recorded, Recorded Investment	808	1,215
Impaired financing receivables, with an allowance recorded, Unpaid Principal Balance	683	1,223
Impaired financing receivables, with an allowance recorded, Related Allowance	260	305
Impaired financing receivables, Recorded Investment, Total	1,773	3,108
Impaired financing receivables, Unpaid Principal Balance, Total	2,274	4,710
Impaired financing receivables, Related Allowance, Total	260	305
Farm Real Estate [Member]
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, with no related allowance recorded, Recorded Investment	953
Impaired financing receivables, with no related allowance recorded, Unpaid Principal Balance	1,026
Impaired financing receivables, with no related allowance recorded, Related Allowance	0	0
Impaired financing receivables, with an allowance recorded, Recorded Investment		208
Impaired financing receivables, with an allowance recorded, Unpaid Principal Balance		256
Impaired financing receivables, with an allowance recorded, Related Allowance		53
Impaired financing receivables, Recorded Investment, Total	953	208
Impaired financing receivables, Unpaid Principal Balance, Total	1,026	256
Impaired financing receivables, Related Allowance, Total		53
Consumer and Other [Member]
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, with no related allowance recorded, Recorded Investment	3	5
Impaired financing receivables, with no related allowance recorded, Unpaid Principal Balance	3	5
Impaired financing receivables, with no related allowance recorded, Related Allowance	0	0
Impaired financing receivables, Recorded Investment, Total	3	5
Impaired financing receivables, Unpaid Principal Balance, Total	$ 3	$ 5

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Allowance for Loan Losses - Changes in the Amortized Yield for Purchased Credit Impaired Loans (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($)
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield Movement Schedule [Roll Forward]
Acquisition of impaired loans	$ 140
Accretion	(60)
Balance at end of period	$ 80

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Allowance for Loan Losses - Components of Purchase Accounting Adjustments, Loans Acquired with Credit Deterioration (Detail) $ in Thousands	Mar. 06, 2015 USD ($)
Receivables [Abstract]
Contractually required payments	$ 1,305
Non-accretable discount	(691)
Expected cash flows	614
Accretable discount	(140)
Estimated fair value	$ 474

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Allowance for Loan Losses - Schedule of Loans Acquired and Accounted (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Mar. 06, 2015
Receivables [Abstract]
Outstanding balance	$ 965	$ 1,305
Carrying amount	$ 263	$ 474

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Allowance for Loan Losses - Impaired Financing Receivables - Average Recorded Investment and Interest Income Recognized (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, Average Recorded Investment, Total	$ 9,420	$ 15,319	$ 22,051
Impaired financing receivables, Interest Income Recognized, Total	451	570	989
Commercial and Agriculture [Member]
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, Average Recorded Investment, Total	1,519	3,316	4,761
Impaired financing receivables, Interest Income Recognized, Total	72	104	186
Commercial Real Estate Owner Occupied [Member]
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, Average Recorded Investment, Total	2,738	5,720	6,065
Impaired financing receivables, Interest Income Recognized, Total	139	200	417
Commercial Real Estate Non Owner Occupied [Member]
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, Average Recorded Investment, Total	1,946	2,767	5,855
Impaired financing receivables, Interest Income Recognized, Total	32	40	85
Residential Real Estate [Member]
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, Average Recorded Investment, Total	2,544	3,291	4,792
Impaired financing receivables, Interest Income Recognized, Total	152	207	282
Real Estate Construction [Member]
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, Average Recorded Investment, Total	16		302
Farm Real Estate [Member]
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, Average Recorded Investment, Total	653	219	246
Impaired financing receivables, Interest Income Recognized, Total	56	19	19
Consumer and Other [Member]
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, Average Recorded Investment, Total	$ 4	$ 6	$ 30

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Other Comprehensive Income (Loss) - Changes in Each Component of Accumulated Other Comprehensive Loss, Net of Tax (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	$ (47)	$ (4,247)	$ (1,647)
Other comprehensive income (loss) before reclassifications	(637)	4,055	(5,373)
Amounts reclassified from accumulated other comprehensive loss	189	145	2,773
Total other comprehensive income (loss)	(448)	4,200	(2,600)
Ending balance	(495)	(47)	(4,247)
Unrealized Gains (Losses) on Available-for-Sale Securities [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	3,730	341	5,849
Other comprehensive income (loss) before reclassifications	(188)	3,464	(5,373)
Amounts reclassified from accumulated other comprehensive loss	12	(75)	(135)
Total other comprehensive income (loss)	(176)	3,389	(5,508)
Ending balance	3,554	3,730	341
Defined Benefit Pension Items [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(3,777)	(4,588)	(7,496)
Other comprehensive income (loss) before reclassifications	(449)	591
Amounts reclassified from accumulated other comprehensive loss	177	220	2,908
Total other comprehensive income (loss)	(272)	811	2,908
Ending balance	$ (4,049)	$ (3,777)	$ (4,588)

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Other Comprehensive Income (Loss) - Amounts Reclassified Out of Each Component of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Income tax expense	$ (4,781)	$ (3,162)	$ (1,373)
Net income available to common shareholders	11,168	7,655	5,020
Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net income available to common shareholders	(189)	(145)	(2,773)
Reclassification out of Accumulated Other Comprehensive Income [Member] | Unrealized Gains (Losses) on Available-for-Sale Securities [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Unrealized gains (losses) on available-for-sale securities	(18)	113	204
Income tax expense	6	(38)	(69)
Net income available to common shareholders	(12)	75	135
Reclassification out of Accumulated Other Comprehensive Income [Member] | Defined Benefit Pension Items [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Actuarial losses	(270)	(334)	(4,406)
Income tax expense	93	114	1,498
Net income available to common shareholders	$ (177)	$ (220)	$ (2,908)

XML

Premises and Equipment - Year-End Premises and Equipment (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Premises and equipment, gross	$ 41,077	$ 35,085
Accumulated depreciation	(24,133)	(20,685)
Premises and equipment, net	16,944	14,400
Land and Improvements [Member]
Property, Plant and Equipment [Line Items]
Premises and equipment, gross	4,225	3,770
Buildings and Improvements [Member]
Property, Plant and Equipment [Line Items]
Premises and equipment, gross	20,856	17,373
Furniture and equipment [Member]
Property, Plant and Equipment [Line Items]
Premises and equipment, gross	$ 15,996	$ 13,942

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Premises and Equipment - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Property, Plant and Equipment [Abstract]
Depreciation	$ 1,193	$ 1,176	$ 1,334
Rent expense	$ 506	$ 377	$ 367

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Premises and Equipment - Rent Commitments Under Non-cancelable Operating Leases (Detail) $ in Thousands	Dec. 31, 2015 USD ($)
Leases [Abstract]
2016	$ 529
2017	492
2018	307
2019	263
2020	48
Thereafter	0
Total	$ 1,639

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Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Mar. 06, 2015
Goodwill And Intangible Assets [Line Items]
Goodwill	$ 27,095	$ 21,720
Amortization of intangible assets	711	$ 769	$ 846
TCNB Financial Corp [Member]
Goodwill And Intangible Assets [Line Items]
Goodwill				$ 5,375
Goodwill increased during period	$ 5,375

XML

Goodwill and Intangible Assets - Schedule of Acquired Intangible Assets (Detail) - Core Deposit and Other Intangibles [Member] - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 7,697	$ 6,688
Accumulated Amortization	$ 5,876	$ 5,165

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Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense (Detail) $ in Thousands	Dec. 31, 2015 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2016	$ 699
2017	587
2018	111
2019	88
2020	71
Thereafter	265
Estimated amortization expense	$ 1,821

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Interest-Bearing Deposits - Summary of Interest-Bearing Deposits (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Banking and Thrift [Abstract]
Demand	$ 176,303	$ 179,388
Statement and Passbook Savings	364,066	318,859
Certificates of Deposit: In excess of $100	53,499	53,669
Certificates of Deposit: Other	130,840	139,531
Individual Retirement Accounts	26,710	26,770
Total	$ 751,418	$ 718,217

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Interest-Bearing Deposits - Scheduled Maturities of Certificates of Deposit (Detail) $ in Thousands	Dec. 31, 2015 USD ($)
Banking and Thrift [Abstract]
2016	$ 124,120
2017	53,071
2018	14,539
2019	13,508
2020	5,314
Thereafter	497
Total	$ 211,049

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Interest-Bearing Deposits - Additional Information (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Deposits [Line Items]
Total deposits	$ 1,052,033	$ 968,918
Total of CDs and IRAs	17,904
Principal officers, directors, and their affiliates [Member]
Deposits [Line Items]
Total deposits	$ 6,868	$ 6,882

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Short-Term Borrowings - Summary of Federal Funds Purchased and Other Short-term Borrowings (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Federal Funds Purchased [Member]
Short-term Debt [Line Items]
Average balance during the year	$ 69,000	$ 41,000	$ 28,000
Average rate paid during the year	0.53%	0.54%	0.53%
Short Term Borrowings [Member]
Short-term Debt [Line Items]
Outstanding balance at year end	$ 53,700,000	$ 42,700,000
Maximum indebtedness during the year	64,700,000	42,700,000
Average balance during the year	$ 26,880,000	$ 1,951,000
Average rate paid during the year	0.20%	0.19%
Interest rate on year end balance	0.35%	0.14%

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Federal Home Loan Bank Advances - Additional Information (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Banking and Thrift [Abstract]
Advances from FHLB	$ 17,500	$ 22,500
Maturities from January 2017 through October 2019, fixed rates, minimum	1.50%
Maturities from January 2017 through October 2019, fixed rates, maximum	4.25%
Maturities from January 2017 through October 2019, fixed rates, averaging	2.06%
Maturities, year from	2017
Maturities, year to	2019
Outstanding letters of credit with FHLB	$ 21,200	22,700
FHLB borrowings collateralized by residential mortgage loans	138,600	$ 131,850
FHLB maximum borrowing capacity	132,054
FHLB remaining borrowing capacity	$ 39,654

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Federal Home Loan Bank Advances - Scheduled Principal Reductions of Federal Home Loan Bank Advances Outstanding (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Banking and Thrift [Abstract]
2016	$ 0
2017	2,500
2018	10,000
2019	5,000
Total	$ 17,500	$ 22,500

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Securities Sold Under Agreements To Repurchase - Summary of Securities Pledged as Collateral Under Repurchase Agreements (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Offsetting Liabilities [Line Items]
Gross amount of recognized liabilities for repurchase agreements	$ 25,040	$ 21,613
Gross amount of recognized liabilities for repurchase agreements	25,040	21,613
Amounts related to agreements not included in offsetting disclosures above	0	0
U.S.Treasury Securities [Member]
Offsetting Liabilities [Line Items]
Gross amount of recognized liabilities for repurchase agreements	894	876
Gross amount of recognized liabilities for repurchase agreements	894	876
Obligations of U.S. Government Agencies [Member]
Offsetting Liabilities [Line Items]
Gross amount of recognized liabilities for repurchase agreements	24,146	20,737
Gross amount of recognized liabilities for repurchase agreements	$ 24,146	$ 20,737

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Securities Sold Under Agreements to Repurchase - Schedule of Securities Sold Under Agreements to Repurchase (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Debt Disclosure [Abstract]
Outstanding balance at year end	$ 25,040	$ 21,613	$ 20,053
Average balance during the year	$ 20,086	$ 19,759	$ 20,749
Average interest rate during the year	0.10%	0.10%	0.10%
Maximum month-end balance during the year	$ 25,040	$ 33,764	$ 24,257
Weighted average interest rate at year end	0.10%	0.10%	0.10%

XML

Securities Sold Under Agreements to Repurchase - Additional Information (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Debt Disclosure [Abstract]
Securities underlying repurchase agreements	$ 25,040	$ 21,613	$ 20,053

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Subordinated Debentures - Additional Information (Detail)	1 Months Ended	12 Months Ended
	Apr. 30, 2007 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2007 Trust_Preferred_Securities
Subordinated Borrowing [Line Items]
Redeem and refinance of floating rate subordinated debenture	$ 5,000,000
Refinancing at face value, reduction rate		2.00%
Subordinated debenture, maturity period		30 years
Subordinated debentures, principal amount percentage		100.00%
Minimum [Member]
Subordinated Borrowing [Line Items]
Subordinated debentures may redeem part of principal amount		$ 1,000,000
Futura Ban Corp [Member]
Subordinated Borrowing [Line Items]
Number of additional trust preferred securities acquired | Trust_Preferred_Securities			2
2.60% Debenture [Member]
Subordinated Borrowing [Line Items]
Debt, face amount		$ 12,500,000
Debt, interest rate		2.60%
Redemption of subordinated debentures description		The Company may redeem the subordinated debentures, in whole or in part, in a principal amount with integral multiples of $1,000, on or after June 15, 2010 at 100% of the principal amount, plus accrued and unpaid interest.
Subordinated Debentures [Member]
Subordinated Borrowing [Line Items]
Subordinated debenture, maturity date		Jun. 15, 2035
3.48% Debenture [Member]
Subordinated Borrowing [Line Items]
Debt, face amount		$ 7,500,000
Debt, interest rate		3.48%
1.94% Debenture [Member]
Subordinated Borrowing [Line Items]
Debt, face amount		$ 5,000,000
Debt, interest rate		1.94%
6.05% Fixed Rate Trust Preferred Securities [Member]
Subordinated Borrowing [Line Items]
Debt, face amount		$ 12,500,000
Debt, interest rate		6.05%
Subordinated debenture, maturity term		5 years
2.00% Debenture [Member] | Futura TPF Trust I [Member]
Subordinated Borrowing [Line Items]
Debt, face amount		$ 2,500,000
Debt instrument, variable interest rate percentage		2.00%
2.00% Debenture [Member] | Futura TPF Trust II [Member]
Subordinated Borrowing [Line Items]
Debt, face amount		$ 1,927,000
Debt instrument, variable interest rate percentage		2.00%
Subordinated Debenture [Member]
Subordinated Borrowing [Line Items]
Issuance of Trust Preferred Securities in exchange for Subordinated Debentures		$ 5,000,000
Trust Preferred Securities [Member]
Subordinated Borrowing [Line Items]
Issuance of Trust Preferred Securities in exchange for Subordinated Debentures		7,500,000
Trust Preferred Securities [Member] | Futura TPF Trust I [Member]
Subordinated Borrowing [Line Items]
Acquired trust preferred securities		2,500,000
Trust Preferred Securities [Member] | Futura TPF Trust II [Member]
Subordinated Borrowing [Line Items]
Acquired trust preferred securities		$ 1,927,000

XML

Income Taxes - Schedule of Income Tax (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Tax Expense (Benefit), Continuing Operations [Abstract]
Current	$ 5,191	$ 3,151	$ 11
Deferred	(410)	11	1,362
Income tax expense	$ 4,781	$ 3,162	$ 1,373

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Income Taxes - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Statutory federal income tax rate			34.00%
Tax benefit attributable to security gains (losses)	$ 0	$ 0	$ 0
Liability for uncertain tax positions, current	0
Unrecognized tax benefits	$ 0

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Income Taxes - Effective Tax Rates Differ from Statutory Federal Income Tax Rate (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Income taxes computed at the statutory federal tax rate	$ 5,959	$ 4,315	$ 2,568
Add (subtract) tax effect of:
Nontaxable interest income, net of nondeductible interest expense	(900)	(824)	(781)
Low income housing tax credit	(303)	(303)	(280)
Cash surrender value of BOLI	(159)	(167)	(189)
Other	184	141	55
Income tax expense	$ 4,781	$ 3,162	$ 1,373

XML

Income Taxes - Summary of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Deferred tax assets
Allowance for loan losses	$ 5,005	$ 4,851
Deferred compensation	1,617	1,386
Intangible assets	224
Pension costs	232	198
Other	99	122
Deferred tax asset	7,177	6,557
Deferred tax liabilities
Tax depreciation in excess of book depreciation	(95)	(351)
Discount accretion on securities	(59)	(63)
Purchase accounting adjustments	(1,340)	(1,189)
FHLB stock dividends	(1,705)	(1,687)
Unrealized gain on securities available for sale	(1,831)	(1,922)
Other	(200)	(196)
Deferred tax liability	(5,230)	(5,408)
Net deferred tax asset	$ 1,947	$ 1,149

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Retirement Plans - Additional Information (Detail)	1 Months Ended	12 Months Ended
	Oct. 31, 2015 USD ($) Employee	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Matching contribution to 401(k) plan		$ 667,000	$ 394,000	$ 204,000
Employer matching contribution description		In conjunction with freezing the pension plan, as discussed below, the Company changed the matching contribution calculation from twenty-five percent of the first six percent of an employee's contribution to 100% of an employee's first three percent contributed and 50% of the next two percent contributed.
Pension plan eligibility age of employees		20 years 6 months
Pension plan eligibility service period of employees		6 months
Pension plan eligibility service hours of employees		1000 hours
Additional benefits under pension plan		$ 0
Effect of curtailment on projected benefit obligation		4,039,000
Accumulated other comprehensive loss		2,666,000
Interest expense		3,309,000	4,104,000	4,907,000
Unrecognized actuarial loss		4,049,000	3,777,000
Unrecognized actuarial net of tax		2,086,000	1,946,000
Accumulated benefit obligation for defined benefit pension plan		16,328,000	$ 16,953,000
Net periodic benefit cost over the next fiscal year		$ 332,000
Rate of compensation increase used to determine the benefit obligation		0.00%
Long-term rate of return on plan assets		7.00%	7.00%
Expected future employer contributions		$ 500,000
Employer contribution		700,000	$ 1,515,000
Fund status		(681,000)	(769,000)
Total distribution to participant		$ 1,340,000	1,471,000
Supplemental Retirement Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Maximum retirement year for participants		10 years
Liability recorded for supplemental retirement plan		$ 1,775,000	1,498,000
Expenses recorded for supplemental retirement plan		299,000	398,000	$ 412,000
Total distribution to participant		$ 22,000	$ 11,000
Shortfall Agreements [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension shortfall expense	$ 380,000
Interest expense	$ 11,000
Number of individuals under plan | Employee	10

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Retirement Plans - Information about Pension Plan (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Change in benefit obligation:
Beginning benefit obligation	$ 16,953	$ 18,456
Service cost		306	$ 1,204
Interest cost	604	639	884
Curtailment gain		(4,039)
Settlement loss	117	55
Actuarial (gain)/loss	(6)	3,007
Benefits paid	(1,340)	(1,471)
Ending benefit obligation	16,328	16,953	18,456
Change in plan assets, at fair value:
Beginning plan assets	16,184	15,466
Actual return	129	703
Employer contribution	700	1,515
Benefits paid	(1,340)	(1,471)
Administrative expenses	(26)	(29)
Ending plan assets	15,647	16,184	$ 15,466
Funded status at end of year	$ (681)	$ (769)

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Retirement Plans - Components of Net Periodic Pension Expense (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Compensation and Retirement Disclosure [Abstract]
Service cost		$ 306	$ 1,204
Interest cost	$ 604	639	884
Expected return on plan assets	(1,088)	(1,021)	(965)
Net amortization and deferral	270	334	698
Net periodic pension cost (benefit)	(214)	258	1,821
Net loss (gain) recognized in other comprehensive loss	412	(1,228)	(4,406)
Total recognized in net periodic benefit cost and other comprehensive loss (before tax)	$ 198	$ (970)	$ (2,585)

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Retirement Plans - Weighted Average Assumptions Used to Determine Benefit Obligations (Detail)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Defined Benefit Plan Disclosure [Line Items]
Rate of compensation increase	0.00%
Long-term rate of return on plan assets	7.00%	7.00%
Benefit Obligations [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate on benefit obligation	4.16%	3.69%	4.38%
Long-term rate of return on plan assets	7.00%	7.00%	7.00%
Rate of compensation increase	0.00%	0.00%	3.00%
Net Periodic Pension Cost [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate on benefit obligation	3.69%	4.38%	3.72%
Long-term rate of return on plan assets	7.00%	7.00%	7.00%
Rate of compensation increase	0.00%	3.00%	3.00%

XML

Retirement Plans - Schedule of Target Allocation and Expected Long-Term Rate of Return by Asset Category (Detail)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Defined Benefit Plan Disclosure [Line Items]
Percentage of Plan Assets at Year-end	100.00%	100.00%
Equity Securities in Financial Institutions [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Allocation, minimum	20.00%
Target Allocation, maximum	50.00%
Percentage of Plan Assets at Year-end	48.20%	46.70%
Total Debt Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Allocation, minimum	30.00%
Target Allocation, maximum	60.00%
Percentage of Plan Assets at Year-end	47.00%	48.30%
Money Market Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Target Allocation, minimum	20.00%
Target Allocation, maximum	30.00%
Percentage of Plan Assets at Year-end	4.80%	5.00%

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Retirement Plans - Plan's Assets at Fair Value Hierarchy (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value	$ 15,647	$ 16,184	$ 15,466
Supplemental Retirement Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value	15,647
Supplemental Retirement Plan [Member] | Cash [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value		3
Supplemental Retirement Plan [Member] | Money Market Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value	94	91
Supplemental Retirement Plan [Member] | Bond Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value	23	23
Supplemental Retirement Plan [Member] | Common/Collective Trust, Equities [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value	6,315	6,383
Supplemental Retirement Plan [Member] | Equity Market Funds, Commodity Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value		19
Supplemental Retirement Plan [Member] | Equity Market Funds, International [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value	357	342
Supplemental Retirement Plan [Member] | Equity Market Funds, Large Cap [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value	1,155	1,150
Supplemental Retirement Plan [Member] | Equity Market Funds, Mid Cap [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value	242	253
Supplemental Retirement Plan [Member] | Equity Market Funds, Small Cap [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value	123	118
Supplemental Retirement Plan [Member] | Common/Collective Trust, Bonds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value	7,338	7,802
(Level 1) [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value		16,184
(Level 1) [Member] | Supplemental Retirement Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value	15,647
(Level 1) [Member] | Supplemental Retirement Plan [Member] | Cash [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value		3
(Level 1) [Member] | Supplemental Retirement Plan [Member] | Money Market Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value	94	91
(Level 1) [Member] | Supplemental Retirement Plan [Member] | Bond Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value	23	23
(Level 1) [Member] | Supplemental Retirement Plan [Member] | Common/Collective Trust, Equities [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value	6,315	6,383
(Level 1) [Member] | Supplemental Retirement Plan [Member] | Equity Market Funds, Commodity Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value		19
(Level 1) [Member] | Supplemental Retirement Plan [Member] | Equity Market Funds, International [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value	357	342
(Level 1) [Member] | Supplemental Retirement Plan [Member] | Equity Market Funds, Large Cap [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value	1,155	1,150
(Level 1) [Member] | Supplemental Retirement Plan [Member] | Equity Market Funds, Mid Cap [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value	242	253
(Level 1) [Member] | Supplemental Retirement Plan [Member] | Equity Market Funds, Small Cap [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value	123	118
(Level 1) [Member] | Supplemental Retirement Plan [Member] | Common/Collective Trust, Bonds [Member]
Defined Benefit Plan Disclosure [Line Items]
Total assets at fair value	$ 7,338	$ 7,802

XML

Retirement Plans - Summary of Expected Benefit Payments (Detail) - Supplemental Retirement Plan [Member] $ in Thousands	Dec. 31, 2015 USD ($)
Defined Benefit Plan Disclosure [Line Items]
2016	$ 1,520
2017	1,820
2018	528
2019	1,367
2020	1,033
2021 through 2025	5,565
Total	$ 11,833

XML

Equity Incentive Plan - Additional Information (Detail) - USD ($) $ in Thousands		12 Months Ended
	Mar. 17, 2015	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted		16,983
Share based compensation expense		$ 106
Expected future compensation expense		$ 78
Expected future compensation expense, restricted shares vesting period		2 years
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted	16,983
Restricted shares vesting service period		3 years
2014 Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of shares under stock option plan authorized for issuance			375,000
Number of shares available for grant under stock option plan		358,017
2014 Incentive Plan [Member] | Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted		0	0

XML

Equity Incentive Plan - Summary of Company's Restricted Stock (Detail)	12 Months Ended
	Dec. 31, 2015 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options Outstanding, Weighted Average Exercise Price, and Additional Disclosures [Abstract]
Number of Restricted Shares, Granted | shares	16,983
Number of Restricted Shares, Vested | shares	0
Number of Restricted Shares, Forfeited | shares	0
Number of Restricted Shares, Nonvested at December 31, 2015 | shares	16,983
Weighted Average Grant Date Fair Value, Granted | $ / shares	$ 10.82
Weighted Average Grant Date Fair Value, Vested | $ / shares	0
Weighted Average Grant Date Fair Value, Forfeited | $ / shares	0
Weighted Average Grant Date Fair Value, Nonvested at December, 2015 | $ / shares	$ 10.82

XML

Fair Value Measurement - Assets Measured at Fair Value (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Impaired Loans [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 759	$ 2,690
Other Real Estate Owned [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	109	550
(Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value swap liability	1,962	1,721
(Level 2) [Member] | Assets Measured at Fair Value on a Recurring Basis [Member] | Swap [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value swap asset	1,962	1,721
Fair value swap liability	1,962	1,721
(Level 2) [Member] | Assets Measured at Fair Value on a Recurring Basis [Member] | U.S. Treasury Securities and Obligations of U.S. Government Agencies [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	40,937	42,902
(Level 2) [Member] | Assets Measured at Fair Value on a Recurring Basis [Member] | Obligations of States and Political Subdivisions [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	92,152	88,021
(Level 2) [Member] | Assets Measured at Fair Value on a Recurring Basis [Member] | Mortgage-backed Securities in Government Sponsored Entities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	62,573	66,442
(Level 2) [Member] | Assets Measured at Fair Value on a Recurring Basis [Member] | Equity Securities in Financial Institutions [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	587	540
(Level 3) [Member] | Assets Measured at Fair Value on a Nonrecurring Basis [Member] | Impaired Loans [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	759	2,690
(Level 3) [Member] | Assets Measured at Fair Value on a Nonrecurring Basis [Member] | Other Real Estate Owned [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 109	$ 550

XML

Fair Value Measurement - Quantitative Information about Level 3 Fair Value Measurements (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Impaired Loans [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Estimate	$ 759	$ 2,690
Impaired Loans [Member] | Appraisal of Collateral [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Measurements, Valuation Technique	Appraisal of collateral
Other Real Estate Owned [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Estimate	$ 109	$ 550
Other Real Estate Owned [Member] | Appraisal of Collateral [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Measurements, Valuation Technique	Appraisal of collateral
Maximum [Member] | Impaired Loans [Member] | Appraisal of Collateral [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions, Appraisal adjustments	30.00%	30.00%
Fair Value Assumptions, Liquidation expense	10.00%	10.00%
Fair Value Assumptions, Holding period	30 months	30 months
Maximum [Member] | Other Real Estate Owned [Member] | Appraisal of Collateral [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions, Appraisal adjustments	30.00%	30.00%
Fair Value Assumptions, Liquidation expense	10.00%	10.00%
Minimum [Member] | Impaired Loans [Member] | Appraisal of Collateral [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions, Appraisal adjustments	10.00%	10.00%
Fair Value Assumptions, Liquidation expense	0.00%	0.00%
Fair Value Assumptions, Holding period	0 months	0 months
Minimum [Member] | Other Real Estate Owned [Member] | Appraisal of Collateral [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions, Appraisal adjustments	10.00%	10.00%
Fair Value Assumptions, Liquidation expense	0.00%	0.00%
Weighted Average [Member] | Impaired Loans [Member] | Appraisal of Collateral [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions, Appraisal adjustments	10.00%	10.00%
Fair Value Assumptions, Liquidation expense	10.00%	10.00%
Fair Value Assumptions, Holding period	17 months	16 months
Weighted Average [Member] | Other Real Estate Owned [Member] | Appraisal of Collateral [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions, Appraisal adjustments	10.00%	10.00%
Fair Value Assumptions, Liquidation expense	10.00%	10.00%

XML

Fair Value Measurement - Carrying Amount and Fair Values of Financial Instruments (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Financial Assets:
Cash and due from financial institutions	$ 35,561	$ 29,858	$ 34,186	$ 45,963
Securities available for sale	196,249	197,905
Loans, net of allowance for loan losses	987,166	900,589
Other securities	13,452	12,586
Bank owned life insurance	20,104	19,637
Financial Liabilities:
Time deposits	211,049
Short-term FHLB advances	0
Long-term FHLB advances	17,500	22,500
Securities sold under agreement to repurchase	25,040	21,613	$ 20,053
Carrying Amount [Member]
Financial Assets:
Cash and due from financial institutions	35,561	29,858
Securities available for sale	196,249	197,905
Loans, held for sale	2,698	2,410
Loans, net of allowance for loan losses	987,166	900,589
Other securities	13,452	12,586
Bank owned life insurance	20,104	19,637
Accrued interest receivable	3,902	3,852
Swap asset	1,962	1,721
Financial Liabilities:
Nonmaturing deposits	840,984	748,948
Time deposits	211,049	219,970
Short-term FHLB advances	53,700	42,700
Long-term FHLB advances	17,500	22,500
Securities sold under agreement to repurchase	25,040	21,613
Subordinated debentures	29,427	29,427
Accrued interest payable	120	126
Swap liability	1,962	1,721
Total Fair Value [Member]
Financial Assets:
Cash and due from financial institutions	35,561	29,858
Securities available for sale	196,249	197,905
Loans, held for sale	2,698	2,410
Loans, net of allowance for loan losses	986,848	908,118
Other securities	13,452	12,586
Bank owned life insurance	20,104	19,637
Accrued interest receivable	3,902	3,852
Swap asset	1,962	1,721
Financial Liabilities:
Nonmaturing deposits	840,984	748,948
Time deposits	212,006	221,263
Short-term FHLB advances	52,906	42,700
Long-term FHLB advances	17,687	22,699
Securities sold under agreement to repurchase	25,040	21,613
Subordinated debentures	25,572	24,688
Accrued interest payable	120	126
Swap liability	1,962	1,721
(Level 1) [Member]
Financial Assets:
Cash and due from financial institutions	35,561	29,858
Loans, held for sale	2,698	2,410
Other securities	13,452	12,586
Bank owned life insurance	20,104	19,637
Accrued interest receivable	3,902	3,852
Financial Liabilities:
Nonmaturing deposits	840,984	748,948
Short-term FHLB advances	52,906	42,700
Securities sold under agreement to repurchase	25,040	21,613
Accrued interest payable	120	126
(Level 2) [Member]
Financial Assets:
Securities available for sale	196,249	197,905
Swap asset	1,962	1,721
Financial Liabilities:
Swap liability	1,962	1,721
(Level 3) [Member]
Financial Assets:
Loans, net of allowance for loan losses	986,848	908,118
Financial Liabilities:
Time deposits	212,006	221,263
Long-term FHLB advances	17,687	22,699
Subordinated debentures	$ 25,572	$ 24,688

XML

Commitments, Contingencies and Off-Balance-Sheet Risk - Contractual Amount of Financial Instruments with Off-Balance-Sheet Risk (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fixed Rate	$ 9,621	$ 9,609
Variable Rate	218,601	183,847
Lines of Credit and Construction Loans [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fixed Rate	9,416	9,405
Variable Rate	195,732	160,718
Overdraft Protection [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fixed Rate	5	4
Variable Rate	22,119	22,122
Letters of Credit [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fixed Rate	200	200
Variable Rate	$ 750	$ 1,007

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Commitments, Contingencies and Off-Balance-Sheet Risk - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Maximum period of commitments to make loans	1 year
Maximum time period of maturities	30 years
Average reserve balance under Federal Reserve Board requirements	$ 2,448	$ 3,259
Minimum [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Range of fixed interest rate loan commitments	3.25%	3.05%
Maximum [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Range of fixed interest rate loan commitments	8.75%	8.75%

XML

Capital Requirements and Restriction on Retained Earnings - Actual Capital Levels and Minimum Required Levels (Detail) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Consolidated [Member]
Compliance with Regulatory Capital Requirements for Mortgage Companies [Line Items]
Total Risk Based Capital, Actual, Amount	$ 140,088	$ 131,581
Tier I Risk Based Capital, Actual, Amount	127,519	120,334
CET1 Risk Based Capital, Actual, Amount	75,819
Leverage, Actual, Amount	$ 127,519	$ 120,334
Total Risk Based Capital, Actual, Ratio	14.00%	14.70%
Tier I Risk Based Capital, Actual, Ratio	12.70%	13.40%
CET1 Risk Based Capital, Actual, Ratio	7.60%
Leverage, Actual, Ratio	10.00%	10.30%
Total Risk Based Capital , For Capital Adequacy Purposes, Amount	$ 80,050	$ 71,609
Tier I Risk Based Capital, For Capital Adequacy Purposes, Amount	60,245	35,921
CET1 Risk Based Capital, For Capital Adequacy Purposes, Amount	44,893
Leverage, For Capital Adequacy Purposes, Amount	$ 51,008	$ 46,732
Total Risk Based Capital , For Capital Adequacy Purposes, Ratio	8.00%	8.00%
Tier I Risk Based Capital, For Capital Adequacy Purposes, Ratio	6.00%	4.00%
CET1 Risk Based Capital, For Capital Adequacy Purposes, Ratio	4.50%
Leverage, For Capital Adequacy Purposes, Ratio	4.00%	4.00%
Civista [Member]
Compliance with Regulatory Capital Requirements for Mortgage Companies [Line Items]
Total Risk Based Capital, Actual, Amount	$ 126,795	$ 111,470
Tier I Risk Based Capital, Actual, Amount	113,883	100,259
CET1 Risk Based Capital, Actual, Amount	102,755
Leverage, Actual, Amount	$ 113,883	$ 100,259
Total Risk Based Capital, Actual, Ratio	12.70%	12.50%
Tier I Risk Based Capital, Actual, Ratio	11.40%	11.20%
CET1 Risk Based Capital, Actual, Ratio	10.10%
Leverage, Actual, Ratio	8.90%	8.60%
Total Risk Based Capital , For Capital Adequacy Purposes, Amount	$ 79,871	$ 71,341
Tier I Risk Based Capital, For Capital Adequacy Purposes, Amount	59,938	35,807
CET1 Risk Based Capital, For Capital Adequacy Purposes, Amount	45,782
Leverage, For Capital Adequacy Purposes, Amount	$ 51,183	$ 46,632
Total Risk Based Capital , For Capital Adequacy Purposes, Ratio	8.00%	8.00%
Tier I Risk Based Capital, For Capital Adequacy Purposes, Ratio	6.00%	4.00%
CET1 Risk Based Capital, For Capital Adequacy Purposes, Ratio	4.50%
Leverage, For Capital Adequacy Purposes, Ratio	4.00%	4.00%
Total Risk Based Capital , To Be Well Capitalized Under Prompt Corrective Action Purposes, Amount	$ 99,839	$ 89,176
Tier I Risk Based Capital, To Be Well Capitalized Under Prompt Corrective Action Purposes, Amount	79,918	53,710
CET1 Risk Based Capital, To Be Well Capitalized Under Prompt Corrective Action Purposes, Amount	66,129
Leverage, To Be Well Capitalized Under Prompt Corrective Action Purposes, Amount	$ 63,979	$ 58,290
Total Risk Based Capital , To Be Well Capitalized Under Prompt Corrective Action Purposes, Ratio	10.00%	10.00%
Tier I Risk Based Capital, To Be Well Capitalized Under Prompt Corrective Action Purposes, Ratio	8.00%	6.00%
CET1 Risk Based Capital, To Be Well Capitalized Under Prompt Corrective Action Purposes, Ratio	6.50%
Leverage, To Be Well Capitalized Under Prompt Corrective Action Purposes, Ratio	5.00%	5.00%

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Capital Requirements and Restriction on Retained Earnings - Additional Information (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Net profits available to pay dividends to CBI	$ 6,863

XML

Parent Company Only Condensed Financial Information - Schedule of Condensed Balance Sheets (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Assets:
Securities available for sale	$ 196,249	$ 197,905
Other assets	9,461	8,209
Total assets	1,315,041	1,213,191
Liabilities:
Subordinated debentures	29,427	29,427
Total liabilities	1,189,868	1,097,282
Shareholders' Equity:
Common stock	115,330	114,365
Accumulated earnings (deficit)	5,300	(4,306)
Treasury Stock	(17,235)	(17,235)
Accumulated other comprehensive loss	(495)	(47)	$ (4,247)	$ (1,647)
Total shareholders' equity	125,173	115,909	128,376	103,980
Total liabilities and shareholders' equity	1,315,041	1,213,191
CBI[Member]
Assets:
Cash	7,493	13,663	$ 32,572	$ 9,291
Securities available for sale	587	540
Investment in bank subsidiary	133,959	117,364
Investment in nonbank subsidiaries	12,615	12,605
Other assets	2,204	3,003
Total assets	156,858	147,175
Liabilities:
Deferred income taxes and other liabilities	2,258	1,839
Subordinated debentures	29,427	29,427
Total liabilities	31,685	31,266
Shareholders' Equity:
Preferred stock	22,273	23,132
Common stock	115,330	114,365
Accumulated earnings (deficit)	5,300	(4,306)
Treasury Stock	(17,235)	(17,235)
Accumulated other comprehensive loss	(495)	(47)
Total shareholders' equity	125,173	115,909
Total liabilities and shareholders' equity	$ 156,858	$ 147,175

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Parent Company Only Condensed Financial Information - Schedule of Condensed Statements of Operations (Detail) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Interest expense									$ (3,309)	$ (4,104)	$ (4,907)
Income tax benefit									4,781	3,162	1,373
Net income	$ 3,199	$ 3,253	$ 3,122	$ 3,171	$ 2,270	$ 2,306	$ 2,240	$ 2,712	12,745	9,528	6,179
Comprehensive income									12,297	13,728	3,579
CBI[Member]
Condensed Financial Statements, Captions [Line Items]
Dividends from bank subsidiaries									14,226	7,339	7,888
Interest expense									(760)	(777)	(740)
Pension expense									(388)	(397)	(4,072)
Other expense, net									(1,755)	(1,150)	(952)
Income before equity in undistributed net earnings of subsidiaries									11,323	5,015	2,124
Income tax benefit									959	763	1,960
Equity in undistributed net earnings of subsidiaries									463	3,750	2,095
Net income									12,745	9,528	6,179
Comprehensive income									$ 12,297	$ 13,728	$ 3,579

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Parent Company Only Condensed Financial Information - Schedule of Condensed Statements of Cash Flows (Detail) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Operating activities:
Net income	$ 3,199	$ 3,253	$ 3,122	$ 3,171	$ 2,270	$ 2,306	$ 2,240	$ 2,712	$ 12,745	$ 9,528	$ 6,179
Investing activities:
Net cash used for investing activities									(11,904)	(48,496)	(55,790)
Financing activities:
Payment to repurchase preferred stock										(22,857)
Proceeds from issuance of preferred stock											23,132
Net cash (used for) from financing activities									2,534	29,282	31,202
Increase (decrease) in cash and due from financial institutions									5,703	(4,328)	(11,777)
CBI[Member]
Operating activities:
Net income									12,745	9,528	6,179
Adjustment to reconcile net income to net cash from operating activities:
Change in other assets and other liabilities									1,324	1,508	(1,620)
Equity in undistributed net earnings of subsidiaries									(463)	(3,750)	(2,095)
Net cash from operating activities									13,606	7,286	2,464
Investing activities:
Acquisition and additional capitalization of subsidiary, net of cash acquired									(16,637)
Net cash used for investing activities									(16,637)
Financing activities:
Payment to repurchase preferred stock										(22,857)
Proceeds from issuance of preferred stock											23,132
Cash dividends paid									(3,139)	(3,338)	(2,315)
Net cash (used for) from financing activities									(3,139)	(26,195)	20,817
Increase (decrease) in cash and due from financial institutions									(6,170)	(18,909)	23,281
Cash and cash equivalents at beginning of year				$ 13,663				$ 32,572	13,663	32,572	9,291
Cash and cash equivalents at end of year	$ 7,493				$ 13,663				$ 7,493	$ 13,663	$ 32,572

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Preferred Shares - Additional information (Detail) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Feb. 15, 2014	Dec. 19, 2013	Dec. 31, 2014	Dec. 31, 2015
Preferred Stock [Line Items]
Aggregate purchase price of Preferred stock			$ 22,857
Depositary Shares [Member]
Preferred Stock [Line Items]
Newly issued shares		1,000,000
Percentage of ownership Interest		2.50%
Share issued price per share		$ 25.00
Gross proceeds from public offering		$ 25,000
Series B Preferred Stock [Member]
Preferred Stock [Line Items]
Preferred shares, liquidation preference		$ 1,000	$ 1,000	$ 1,000
Dividend on preferred stock		6.50%
Series A Preferred Stock [Member]
Preferred Stock [Line Items]
Aggregate purchase price of Preferred stock	$ 22,857
Preferred stock redemption date	Feb. 15, 2014

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Earnings per Common Share - Computation of Basic and Diluted Earnings per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Basic
Net income	$ 3,199	$ 3,253	$ 3,122	$ 3,171	$ 2,270	$ 2,306	$ 2,240	$ 2,712	$ 12,745	$ 9,528	$ 6,179
Preferred stock dividends									1,577	1,873	1,159
Net income available to common shareholders - basic									$ 11,168	$ 7,655	$ 5,020
Weighted average common shares outstanding - basic									7,822,369	7,707,917	7,707,917
Basic earnings per share	$ 0.36	$ 0.36	$ 0.35	$ 0.36	$ 0.23	$ 0.25	$ 0.24	$ 0.27	$ 1.43	$ 0.99	$ 0.65
Diluted
Net income available to common shareholders - basic									$ 11,168	$ 7,655	$ 5,020
Preferred stock dividends on convertible preferred stock									1,577	1,606
Net income available to common shareholders - diluted									$ 12,745	$ 9,261	$ 5,020
Weighted average common shares outstanding for earnings per common share basic									7,822,369	7,707,917	7,707,917
Add: dilutive effects of convertible preferred shares									3,095,966	3,196,931	113,863
Average shares and dilutive potential common shares outstanding - diluted									10,918,335	10,904,848	7,821,780
Diluted earnings per share	$ 0.29	$ 0.30	$ 0.29	$ 0.29	$ 0.21	$ 0.21	$ 0.21	$ 0.22	$ 1.17	$ 0.85	$ 0.64

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Quarterly Financial Data (Unaudited) - Schedule of Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Statement [Abstract]
Interest Income	$ 12,976	$ 13,223	$ 12,740	$ 11,762	$ 11,623	$ 11,667	$ 11,365	$ 11,315	$ 50,701	$ 45,970	$ 44,881
Net Interest Income	12,159	12,402	11,916	10,915	10,751	10,684	10,266	10,165	47,392	41,866	39,974
Net income	$ 3,199	$ 3,253	$ 3,122	$ 3,171	$ 2,270	$ 2,306	$ 2,240	$ 2,712	$ 12,745	$ 9,528	$ 6,179
Basic Earnings per Common Share	$ 0.36	$ 0.36	$ 0.35	$ 0.36	$ 0.23	$ 0.25	$ 0.24	$ 0.27	$ 1.43	$ 0.99	$ 0.65
Diluted Earnings per Common Share	$ 0.29	$ 0.30	$ 0.29	$ 0.29	$ 0.21	$ 0.21	$ 0.21	$ 0.22	$ 1.17	$ 0.85	$ 0.64

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Derivative Hedging Instruments - Summary of Interest Rate Swap Transactions (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Net Exposure, Notional Amount	$ 0	$ 0
Derivative Financial Instruments, Assets [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Net Exposure, Notional Amount	$ 35,534,000	$ 29,060,000
Weighted Average Rate Received(Paid)	5.31%	5.47%
Net Exposure, Impact of a 1 basis point change in interest rates	$ 20,000	$ 19,000
Repricing Frequency	Monthly
Derivative Financial Instruments, Liabilities [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Net Exposure, Notional Amount	$ (35,534,000)	$ (29,060,000)
Weighted Average Rate Received(Paid)	5.31%	5.47%
Net Exposure, Impact of a 1 basis point change in interest rates	$ (20,000)	$ (19,000)
Repricing Frequency	Monthly

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Qualified Affordable Housing Project Investments - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Investments in Affordable Housing Projects [Abstract]
Investment for qualified affordable housing projects included in other assets	$ 2,177,000	$ 1,839,000
Unfunded commitments related to the investments in qualified affordable housing projects	2,195,000	1,772,000
Recognized amortization expense included in pretax income	240,000	202,000
Recognized tax credits and other benefits from its investment in affordable housing tax credits	168,000	141,000
Impairment losses related to its investment in qualified affordable housing projects	$ 0	$ 0