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) November 2, 2020

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	CIVB	NASDAQ Capital Market

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events

Civista Bancshares, Inc. is sending a letter to its shareholders along with the payment of a fourth quarter dividend of $0.11 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 $2.8 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”.

Item 9.01 Financial Statements and Exhibits

(a)     Exhibit 99.1 Letter to Shareholders dated November 2, 2020

Exhibit 104    Cover Page Interactive File-the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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: November 2, 2020	/s/ Todd A. Michel
	Todd A. Michel,
	Senior Vice President and Controller

EX-99.1

Exhibit 99.1

November 2, 2020

Dear Shareholder,

We are pleased to enclose (unless you have direct deposit) your quarterly dividend of $0.11 per common share. Our stock closed at $12.52 on September 30, 2020. Our third quarter 2020 earnings were released on October 23, 2020 and the earnings are posted to our corporate website at CIVB.com.

Despite continued challenges created by the pandemic, we are extremely pleased with our third quarter earnings. We reported net income of approximately $7.68 million, which included $2.25 million of provision expense to our loan loss allowance for the quarter. Year-to-date, we have recorded over $7.86 million of provision expense, which represents a 53% increase over our fiscal year-end 2019 balance. Credit delinquencies and charge-offs remain low, but given higher unemployment in the communities we serve, the loss of income for some of our business clients and the disruption of supply chains, we felt it was prudent to build our loan loss reserve.

I previously mentioned in my August 2020 dividend letter that we continue to keep a close eye on the bank’s capital and liquidity, and at this time I believe we are in a strong position. We have run several stress test scenarios that showed favorable results indicating that the bank can maintain adequate capital and liquidity levels even in a severe stress environment.

As the pandemic persists, we continue to work closely with many of our customers who have been impacted by COVID-19. We are encouraged that many COVID–impacted customers who took advantage of our consumer, mortgage and commercial loan deferral programs have resumed payments. We recognize that these are challenging times and invite anyone needing assistance to reach out to your banking officer or local branch for assistance.

We have also started to take SBA Paycheck Protection Program (PPP) forgiveness applications on a select basis. Invitations to access the bank’s automated online portal are being sent to customers over an eight week period, beginning on September 28, 2020. We originated over 2,300 PPP loans in our communities and we believe this gradual invitation process will allow us to provide a better experience for each borrower. Borrowers are encouraged to visit the Civista Bank website for general information regarding the process and PPP forgiveness.

The COVID-19 situation remains very fluid. Approximately half of our employees continue to work from home and all of our branches are operating under restricted hours for walk-in lobby services (drive-thru services are available during normal business hours) so that proper cleaning protocol can take place. The safety and well-being of our employees and customers remains our top priority.

(continued on reverse side)

Despite all of these circumstances, we continue to perform at a very high level. In late September I was notified by the investment banking firm, Piper Sandler, that Civista Bank was selected as one of their “Bank and Thrift Small-Cap All-Stars”. To earn this status, banks had to have a market cap below $2.5 billion and clear multiple hurdles by outperforming the industry medium in areas of growth, profitability, credit quality, and capital. Of the 373 major exchange traded banks eligible in this category, Civista was one of just 35 banks that met this criteria. This is a significant achievement in this very difficult environment and I congratulate all Civista employees for helping to achieve this recognition.

At Civista, we value relationships and we seek to make a difference in our communities. If you have questions, a call is always welcome.

Sincerely,

Dennis G. Shaffer

CEO and President

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.

XML

Document and Entity Information	Nov. 02, 2020
Cover [Abstract]
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0000944745
Document Type	8-K
Document Period End Date	Nov. 02, 2020
Entity Registrant Name	Civista Bancshares, Inc.
Entity Incorporation State Country Code	OH
Entity File Number	001-36192
Entity Tax Identification Number	34-1558688
Entity Address, Address Line One	100 East Water Street
Entity Address, Address Line Two	P.O. Box 5016
Entity Address, City or Town	Sandusky
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44870
City Area Code	(419)
Local Phone Number	625-4121
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common
Trading Symbol	CIVB
Entity Emerging Growth Company	false