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)

February 1, 2017

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 8.01 Other Events

Civista Bancshares, Inc. is sending a letter to its shareholders regarding the payment of a first quarter dividend of $0.06 per share. The letter discusses a number of issues that have had an impact on, and are expected to continue to impact, the Company. A copy of the letter as mailed is attached hereto as Exhibit 99.1.

Civista Bancshares, Inc. is a $1.4 billion financial holding company headquartered in Sandusky, Ohio and may be accessed at www.civb.com. The Company’s common shares are traded on the NASDAQ Capital Market under the symbol “CIVB”. The Company’s depositary shares, each representing a 1/40^th ownership interest in a Series B Preferred Share, are traded on the NASDAQ Capital Market under the symbol “CIVBP”.

Item 9.01 Financial Statements and Exhibits

(a) Exhibit 99.1 Letter to Shareholders dated February 1, 2017

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: February 1, 2017	/s/ Todd A. Michel
	Todd A. Michel,
	Senior Vice President and Controller

EX-99.1

Exhibit 99.1

February 1, 2017

Dear Shareholder:

Enclosed (unless you have direct deposit) is your February 1, 2017, dividend for Civista Bancshares, Inc.

Based upon our preliminary determination, we are very pleased to report the earnings for 2016 were $15,727,000 or $1.57 diluted per share earnings available to common shareholders. This compares to 2015 earnings of $11,168,000, or $1.17 diluted per share earnings available to common shareholders, a 34% increase.

Total loans at year end were $1,055,506,000 compared to $1,001,527,000 for year-end 2015. This was an increase of $53,979,000 or 5.4%. In addition to that net growth in booked loans, we generated and sold $67,725,000 in real estate mortgages. Our deposits increased to $1,121,103,000 at year-end, up 6.6% from $1,052,033,000 from year-end 2015. Our noninterest deposits now comprise 30.8% of our total deposits, up from 28.6% a year ago. Our focus on noninterest-bearing deposits has contributed nicely to our interest margin.

Looking at our earnings components, net interest income (again, the money we earn by collecting deposits and putting them to work in loans and investments) was $50,259,000. This was up $2,867,000 or 6.0% from year-end 2015. We are very pleased with that increase given the interest rate environment in 2016.

Our provision for loan losses was a positive number for 2016. We received a recovery of $1,300,000 from a loan charged down during the recession that was refinanced elsewhere, allowing us a total recovery. In 2015 we had a provision of $1,200,000.

Our noninterest income for the year was $16,131,000. This was up $1,853,000 or 13.0% from 2015. Contributors to this increase were service charges, gain on the sale of mortgages (from the $67,725,000 in real estate mortgages described above), ATM fees, and a $750,000 increase in revenue from our tax refund processing business.

The fourth component of net income is noninterest expenses which were $43,837,000, up $893,000 or just 2.1%, from 2015. In 2016 we had a full year of expenses from the Dayton acquisition and a full year expense from our Mayfield Heights operation.

You will be receiving your annual report and proxy by mid-March. It will contain much more detail on the 2016 performance. As always, I would also encourage you to read the material and vote your shares. Your votes and comments are important. We do look at them.

The annual shareholders meeting will be April 18, 2017 at 10:00 A.M. at the Firelands Campus of BGSU in Huron, Ohio. We hope to see you there.

If you have any questions, a call is always welcomed.

Very truly yours,

James O. Miller

President and CEO

Cautionary Statement Regarding Forward-Looking Information

Comments made in this letter include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to numerous assumptions, risks and uncertainties. Although management believes that the expectations reflected in the forward-looking statements are reasonable, actual results or future events could differ, possibly materially, from those anticipated in these forward-looking statements. The forward-looking statements speak only as of the date of this letter, and Civista Bancshares, Inc. assumes no duty to update any forward-looking statements to reflect events or circumstances after the date of this letter, except to the extent required by law.