8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

August 2, 2016

Civista Bancshares, Inc.

(Exact name of Registrant as specified in its charter)

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

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

(Address of principle executive offices)

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

N/A

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

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

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

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

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

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

Item 7.01 Regulation FD Disclosure

On August 2, 2016, management of Civista Bancshares, Inc. (“Civista”), including the James O. Miller, President and Chief Executive Officer, Dennis G. Shaffer, Executive Vice President and Richard J. Dutton, Senior Vice President, met with several investors while at the KBW Community Bank Investor Conference in New York City. A copy of the investor presentation is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits     99.1 Investor presentation

Safe Harbor Statement

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

Civista encourages readers of this Current Report on Form 8-K to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance. Further, the information contained in this Current Report on Form 8-K and the investor presentation included as Exhibit 99.1 hereto should be read in conjunction with Civista’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (“Civista’s 2015 Form 10-K”) filed with the Securities and Exchange Commission (“SEC”) and available on the SEC’s website (www.sec.gov) or at Civista’s website (www.civb.com).

Readers are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed in Civista’ 2015 Form 10-K filed with the SEC under the section, “Risk Factors” in Part I, Item 1A. As such, actual results could differ materially from those contemplated by forward-looking statements made in this Current Report on Form 8-K and the investor presentation included as Exhibit 99.1 hereto. Management believes the expectations in these forward-looking statements are based upon reasonable assumptions within the bounds of management’s knowledge of Civista’s business and operations. Civista disclaims any responsibility to update these forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Civista Bancshares, Inc.
	(Registrant)
Date: August 2, 2016	/s/ Todd A. Michel
	Todd A. Michel,
	Senior Vice President and Controller

EX-99.1

Investor Presentation

Second Quarter 2016

James

O.

Miller

-

Chairman,

President

&

Chief

Executive

Officer

Dennis

G.

Shaffer

-

Executive

Vice

President

&

President

of

Civista

Bank

Richard

J.

Dutton

-

Senior

Vice

President,

Chief

Operating

Officer

1

Exhibit 99.1

Forward-Looking Statements

Comments

made

in

this

presentation

include

“forward-looking

statements”

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

Forward-looking

statements

are

subject

to

numerous

assumptions,

risks

and

uncertainties.

Although

management

believes

that

the

expectations

reflected

in

the

forward-looking

statements

are

reasonable,

actual

results

or

future

events

could

differ,

possibly

materially,

from

those

anticipated

in

these

forward-looking

statements.

For

factors

that

could

cause

actual

results

to

differ

from

our

forward-looking

statements,

please

refer

to

“Risk

Factors”

in

the

Company’s

Form

10-K

filed

with

the

SEC

on

March

15,

2016.

The

forward-looking

statements

speak

only

as

of

the

date

of

this

presentation,

and

Civista

Bancshares,

Inc.

assumes

no

duty

to

update

any

forward-looking

statements

to

reflect

events

or

circumstances

after

the

date

of

this

presentation,

except

to

the

extent

required

by

law.

2

Contact Information

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

Market under the symbol “CIVB.” The Company’s depository shares, each

representing

1/40

th

ownership

interest

in

a

Series

B

Preferred

Share,

are

traded

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

Additional information can be found at:

www.civb.com

James O. Miller

Chairman, President & Chief Executive Officer

jomiller@civb.com

Telephone: 888.645.4121

3

Corporate Overview

8

th

Largest Publicly Traded Commercial Bank

in Ohio

Community Banking Focused Operations in

12 Ohio Counties

–

27 Branches & 1 Loan Production Office

Operations in 4 of the top 5 Ohio MSAs

Acquisitive Franchise Poised for Future

Growth

Corporate Overview

Full-Service Banking Organization with

Diversified Revenue Streams

–

Commercial Banking

–

Retail Banking

–

Wealth Management

–

Mortgage Banking

Key Facts

4

Corporate Rebranding

NASDAQ: CIVB

¹ Market data as of July 22, 2016.

As of June 30, 2016, ($ in millions)

Assets

$1,359.9

Gross Loans

$1,028.9

Deposits

$1,115.0

Market Cap. ¹

$114.0

5

Financial Highlights

-

Diluted EPS calculated as if all preferred shares have converted to common

-

ROATCE

equals

annualized

net

income,

adjusted

for

amortization

of

intangibles,

divided

by

average

common

equity

minus

average

intangible

assets

Financial Highlights

($s in thousands, except per share data)

June 30, 2016

June 30, 2015

% Change

Balance Sheet

Assets

$1,359,911

$1,317,272

3.24%

Gross Loans

1,028,922

1,002,917

2.59%

Deposits

1,115,007

1,075,806

3.64%

Performance Analysis

Net Income Available to Common

$9,124

$5,497

65.98%

ROAA

1.21%

0.82%

48.53%

ROAE

14.16%

9.38%

50.84%

ROATCE

23.77%

16.80%

41.48%

Market Data

Market Capitalization

$103,349

$84,711

Price / Tangible Book Value

122.0%

124.3%

Price/LTM diluted EPS

8.8x

10.8x

6

Investment Highlights

Experienced management team with strong track record

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

–

Gather attractive low-cost rural deposits and lend in select urban markets

Demonstrated organic growth and proven acquirer

–

Opened Loan Production Office on east side of Cleveland (Mayfield Heights) in Q1 2015

–

Completed TCNB Financial Corp. acquisition and successful operational integration in Q1 2015

Successful unification into Civista brand in Q2 2015

Stable credit quality

–

Decline

in

NPAs

to

Assets

of

70%

from

3.39%

in

2011

to

1.02%

in

2016

1

Defined as nonaccrual loans and leases, renegotiated loans and leases and other real estate owned

1

7

Investment Highlights

Demonstrated earnings growth

–

YTD

FTE

Net

Interest

Margin

3.81%

-

We

have

maintained

this

level

over

the

last

twelve

months

in

this

low-rate,

flatter yield curve environment. 

–

Strong noninterest income growth enhanced by unique tax refund processing platform

–

Y-o-Y net income available to common shareholders growth of ~66%

–

ROATCE of 23.77% for 2016

Improving operating leverage

–

29% growth in gain on sale of loans, primarily mortgage loans, through Q2 2016 over Q2 2015

–

Continued

focus

on

costs

–

YTD

noninterest

expense

up

2.0%

over

YTD

2015

–

Achieved cost synergy targets in TCNB acquisition within first year while maintaining revenue and loan growth goals

Capital

–

$50 million shelf registration statement went effective with SEC in August 2015

–

Shareholders recently approved proposals to eliminate preemptive rights and cumulative voting

•

Approved by greater than 88% of CIVB shareholders

•

Ability to grow capital organically (TCE increased from 4.93% in 2011 to 6.38% Q2 2016)

-

ROATCE

equals

annualized

net

income,

adjusted

for

amortization

of

intangibles,

divided

by

average

common

equity

minus

average

intangible

assets

8

Experienced Management Team

Chairman, President &

CEO

42 years of banking

experience

Joined in 1986

James O. Miller

SVP & Chief Operating

Officer

30 years of banking

experience

Joined in 2007

Richard J. Dutton

SVP & Chief Lending

Officer

28 years of banking

experience

Joined in 2016

Charles A. Parcher

SVP & General Counsel

14 years of banking

experience

Joined in 2002

James E. McGookey

SVP & Controller

28 years of banking

experience

Joined in 1988

Todd A. Michel

SVP & Chief Risk

Officer

20 years of banking

experience

Joined in 2013

John A. Betts

SVP & Chief Credit

Officer

31 years of banking

experience

Joined in 2010

Paul J. Stark

Dennis G. Shaffer

EVP

President, Civista Bank

30 years of banking

experience

Joined in 2009

9

Branch Footprint

Note: Market share information as of June 30, 2015.

Sandusky / Akron /

Cleveland, Ohio

$612 million in loans

$656 million in deposits

11 branch locations

#1 deposit market share in

Sandusky,

Ohio

with

~

43% market share

North Central Ohio

$86 million in loans

$176 million in deposits

7

branch locations

~40% deposit share in

our markets

$253 million in loans

$201

million in deposits

7 branch locations

23%

deposit market

share in the rural

markets

West Central Ohio

Greater Dayton, Ohio

$78  million in loans

$82 million in deposits

3

branch locations

~1.47% deposit share in

our markets

10

10

Attractive Target Markets

North Central Ohio

Sandusky / Akron / Cleveland

West Central Ohio

Greater Dayton Ohio

11

Proven Acquirer & Attractive Organic Growth

Expanded commercial loan growth in Columbus, Cleveland, Akron and Dayton markets

–

Since year-end 2011, loan portfolios in these markets have increased from $163

million to $415 million through Q2 2016

Maintain a low cost, locally generated deposit base

Expanded residential mortgage lending by hiring of experienced lending team in the

Columbus / Dublin, Cleveland and Dayton Ohio markets

Total Assets

$ in millions

Total Gross Loans

$ in millions

Total Deposits

$ in millions

$1,113

$1,137

$1,168

$1,213

$1,315

$1,360

2011

2012

2013

2014

2015

2016

Q2

$785

$816

$861

$915

$1,002

$1,029

2011

2012

2013

2014

2015

2016

Q2

$901

$926

$942

$969

$1,052

$1,115

2011

2012

2013

2014

2015

2016

Q2

12

2016 Peer data as of June 30, 2016, or the latest available date.

Source: SNL Financial. Comparable peers represents banks located in OH, IN, IL, MI, WI, WV and PA with total assets between $1.0 billion and $2.0 billion.

Deposit Mix

2016 Total Cost of Deposits: 0.15%

31.7% Noninterest Bearing Demand

Deposits

Total Deposits: $1.1 billion

2016 Loan/Deposit Ratio: 92.3%

Total Cost of Deposits (%)

Non-Interest

Bearing

Demand

32%

Interest Bearing

Demand

17%

Savings

34%

Certificates of

Deposit

14%

Brokered

Deposits

3%

0.56%

0.42%

0.29%

0.22%

0.19%

0.15%

0.96%

0.64%

0.50%

0.44%

0.32%

0.38%

2011Y

2012Y

2013Y

2014Y

2015Y

Q2 2016

CIVB

Peer Median

13

2016 Peer data as of June 30, 2016, or the latest available date.

Source: SNL Financial. Comparable peers represents banks located in OH, IN, IL, MI, WI, WV and PA with total assets between $1.0 billion and $2.0 billion.

Loan Mix

2016 Loan Yield: 4.69%

Total Gross Loans: $1.0 billion

Yield on Loans (%)

CRE Non-Owner

Occupied

29%

CRE Owner

Occupied

16%

Single Family

24%

C&I

11%

Multi-family

7%

Farmland &

Agriculture

5%

C&D & Land

6%

Consumer &

Other

2%

5.45%

5.13%

4.74%

4.58%

4.57%

4.69%

5.57%

5.30%

4.78%

4.52%

4.44%

4.35%

2011Y

2012Y

2013Y

2014Y

2015Y

Q2 2016

CIVB

Peer Median

14

Improving Asset Quality

Reserves / NPLs

NCOs / Average Loans

Loan Loss Reserves / Gross Loans

NPAs & 90+PD / Assets

Loan Loss Reserves / Gross Loans

NPAs & 90+PD / Assets

3.51%

3.32%

2.22%

1.57%

1.01%

1.02%

2011

2012

2013

2014

2015

Q2 2016

2.70%

2.42%

1.92%

1.56%

1.43%

1.41%

2011

2012

2013

2014

2015

Q2 2016

58.02%

53.05%

64.17%

77.18%

108.93%

106.02%

2011

2012

2013

2014

2015

Q2 2016

1.35%

1.01%

0.53%

0.43%

0.11%

0.07%

2011

2012

2013

2014

2015

Q2 2016

15

Effectively Managing Assets & Liabilities

Asset duration of less than two years

Sell fixed-rate mortgages

Encourage variable-rate commercial lending or swap

into variable, if appropriate

Limit fixed-rate terms to five years

Liability duration greater than three years

Focus on low-cost “sticky” demand deposits

Don’t overprice or overextend time deposits

Investment Portfolio Snapshot

3.54

3.38

1.46

1.64

Q2 2016

Q2 2015

Asset Duration

Liability Duration

Treasuries

Agency Debt

Fixed MBS

MBS ARMs

Agency CMO

Agency Multifamily

SBA

Corporates

Municipals

Student Loans

Book

% of

Gain /

Book Yield

Effective Duration

Value

Total

(Loss) $

Flat

+300bps

Treasuries (1)

1.0

0.5%

0.0

0.5

0.5

Agency Debt (15)

33.9

17.8%

0.2

1.7

2.0

Fixed MBS (50)

23.2

12.2%

0.7

2.3

3.7

MBS ARMs (10)

1.7

0.9%

0.1

1.7

2.2

Agency CMO (18)

9.0

4.7%

0.1

1.7

3.2

Agency Multifamily (19)

28.1

14.7%

0.3

2.0

2.5

SBA (7)

6.4

3.4%

0.1

0.6

0.5

Municipals (171)

82.8

43.4%

6.7

3.1

4.2

Other (9)

4.5

2.4%

0.5

-

-

TOTAL (300)

190.7

100.0%

8.8

2.4

3.3

SECTOR BREAKDOWN

3m Speed

0.50%

1.23%

2.35%

3.23%

2.50%

1.49%

1.92%

4.99%

-

3.20%

16

Peer Leading FTE Net Interest Margin

2016 Peer data as of June 30, 2016, or the latest available date.

Source: SNL Financial. Comparable peers represents banks located in OH, IN, IL, MI, WI, WV and PA with total assets between $1.0 billion and $2.0 billion.

4.00%

3.98%

3.79%

3.79%

3.96%

3.81%

3.72%

3.56%

3.56%

3.54%

3.49%

3.37%

2011Y

2012Y

2013Y

2014Y

2015Y

Q2 2016

CIVB

Peer Median

17

Non-Interest Metrics & Initiatives

¹ From American Banker Magazine, September 2015  © 2015 SourceMedia, Inc. All rights reserved.  Used by permission and protected by the Copyright Laws of the United

States.  The printing, copying, redistribution, or retransmission of this Content without expressed written permission is prohibited.  

Efficiency Ratio

Non-Interest Income / Average Assets

Growing fee income platform

–

Service charges on deposit accounts were $2.5 million

and $2.2 million YTD 2016 and 2015, respectively

Mortgage Banking

–

Gain on sale of loans, primarily mortgage loans, was

$800 thousand and $619 thousand YTD 2016 and 2015,

respectively

Wealth management

–

~$413 million in Assets Under Management as of June

30, 2016

Income tax refund processing program

–

Specialized refund processing earned $2.8 and $2.0

million YTD 2016 and 2015, respectively

Continuing focus on improving efficiency and

operating leverage

Investment in people ¹

Continuing evaluation of branch network and

opportunities

0.89%

0.98%

1.00%

1.11%

1.07%

1.24%

2011

2012

2013

2014

2015

Q2 2016

67.34%

70.57%

80.44%

71.77%

66.99%

61.40%

2011

2012

2013

2014

2015

Q2 2016

18

Profitability & Returns Analysis

1

LTM basis

Diluted Earnings per Share

ROATCE

ROAA

Net Income Available to Common Shareholders

$2,782

$4,386

$5,020

$7,655

$11,168

$14,794

2011

2012

2013

2014

2015

2016 Q2¹

0.35%

0.49%

0.53%

0.77%

0.95%

1.21%

2011

2012

2013

2014

2015

2016 Q2

$0.36

$0.57

$0.64

$0.85

$1.17

$1.49

2011

2012

2013

2014

2015

2016 Q2¹

7.00%

9.06%

9.93%

12.45%

16.33%

23.77%

2011

2012

2013

2014

2015

2016 Q2

19

Capital Position

($s in thousands, except per share data)

As

2011

2012

2013

2014

2015

2016 Q2

Converted

Total Equity

$102,528

$103,980

$128,376

$115,909

$125,173

$136,203

$136,203

Preferred Equity

$23,151

$23,184

$46,316

$23,132

$22,273

$22,124

$0

Common Equity

$79,377

$80,796

$82,060

$92,777

$102,900

$114,079

$136,203

TCE / TA

4.93%

5.03%

5.08%

5.80%

5.71%

6.38%

7.23%

CET1 Risk-based Capital Ratio

6.77%

6.87%

6.81%

7.57%

7.55%

7.93%

10.00%

Tier 1 Leverage Ratio

9.30%

9.34%

11.64%

10.70%

9.96%

9.85%

9.85%

Tier 1 Risk-based Capital Ratio

13.80%

13.25%

15.82%

13.44%

12.70%

12.76%

12.76%

Total Risk-based Capital Ratio

15.10%

14.84%

17.08%

14.70%

13.96%

14.01%

14.01%

For the Years Ended December 31,

20

Increasing Shareholder Value

Source: SNL Financial. Market Data as of June 30, 2016, or the latest available date.

¹ Comparable peers represents banks located in OH, IN, IL, MI, WI, WV and PA with total assets between $1.0 billion and $2.0 billion.

Stock Price

Price / Tangible Book Value of 122% as

compared to peer median of 141% ¹

Price / LTM EPS of 8.8x as compared to

peer median of 14.9x ¹

Stock Price Performance vs. Peers

$4.03

$5.25

$6.52

$10.28

$12.83

$13.10

2011

2012

2013

2014

2015

2016

(25%)

25%

75%

125%

175%

225%

275%

6/30/2011

6/30/2012

6/30/2013

6/30/2014

6/30/2015

6/30/2016

CIVB

CIVB Peers

NASDAQ Bank

245.6%

74.7%

55.5%

21

Commitment to Shareholders

Long-term Shareholder Value

through

Growth and Profitability

22

Strategic Focus & Growth Strategy

Organic growth

–

Capitalize on commercial and consumer lending opportunities

–

Grow core deposit base in rural and targeted urban markets

–

Identify and evaluate loan production opportunities in select metro markets

Acquisition opportunities

–

Rural

–

Urban

Asset quality

Efficiency and operating leverage

Capital

23

Operating Results

($s in thousands, except per share data)

LTM Q2

2011

2012

2013

2014

2015

2016

Net Interest Income

$41,361

$40,578

$39,974

$41,866

$47,392

$49,738

Provision for Loan Losses

9,800

6,400

1,100

1,500

1,200

(900)

Noninterest Income

9,971

11,200

12,062

13,874

14,278

15,557

Noninterest Expense

36,727

38,074

43,384

41,550

42,944

43,364

Net Income/(Loss)

3,958

5,579

6,179

9,528

12,745

16,358

Net Income Available to Common Shareholders

$2,782

$4,386

$5,020

$7,655

$11,168

$14,794

Diluted Earnings/(Loss) per Common Share

$0.36

$0.57

$0.64

$0.85

$1.17

$1.49

Return on Average Assets (ROAA)

0.35%

0.49%

0.53%

0.77%

0.95%

1.16%

Return on Average Equity (ROAE)

3.96

5.36

5.97

8.34

10.59

12.97%

For the Years Ended December 31,

24

The Civista Story

Attractively Valued

Versus Peers

Strong and Seasoned

Management Team

Leading Ohio

Community Banking

Franchise

Platform to Support

Future Growth

Proven and

Disciplined Acquirer

25

Compelling Investment Opportunity

Trading at a discount to peers on a Price/Tangible Book Value basis and a substantial discount on a

Price/LTM EPS basis.

Superior asset quality

Proven acquirer

Peer leading NIM

–

Low cost deposits –

23 BPs lower than peers

–

High

quality

loan

portfolio

–

34

BPs

higher

than

peers

Experienced Ohio based management team with an of average 28 years in banking

Strategically positioned in high quality Ohio lending markets as well as low cost deposit markets

–

Seasoned lending teams in all markets incentivized to underwrite high-quality loans

Superior profitability improvement from 2011 to Q2 2016

–

Net Income CAGR: 45.0%

–

ROAA CAGR: 31.7%

–

EPS CAGR: 37.1%

–

ROATCE CAGR: 31.2%

Peer data as of June 30, 2016, or the latest available date.

26

Thank You