ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
State or other jurisdiction of incorporation or organization |
(IRS Employer Identification No.) | |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
The NASDAQ Stock Market LLC ( |
Large accelerated filer | ☐ | ☒ | ||||
Non-accelerated filer |
☐ | Smaller reporting company | ||||
Emerging Growth Company |
• | 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. |
• | The Equal Credit Opportunity Act (prohibiting discrimination in any credit transaction on the basis of any of various criteria); |
• | The Truth in Lending Act (requiring that credit terms are disclosed in a manner that permits a consumer to understand and compare credit terms more readily and knowledgeably); |
• | The Fair Housing Act (making it unlawful for a lender to discriminate in its housing-related lending activities against any person on the basis of certain criteria); |
• | The Home Mortgage Disclosure Act (requiring financial institutions to collect data that enables regulatory agencies to determine whether financial institutions are serving the housing credit needs of the communities in which they are located); and |
• | The Real Estate Settlement Procedures Act (requiring that lenders provide borrowers with disclosures regarding the nature and cost of real estate settlements and prohibits abusive practices that increase borrowers’ costs). |
Within one year |
After one but within five years |
After five but within ten years |
After ten years |
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Amount |
Yield |
Amount |
Yield |
Amount |
Yield |
Amount |
Yield |
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(Dollars in thousands) |
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Available for Sale (2) |
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U.S. Treasury securities and obligations of U.S. government agencies |
$ | 3,252 | 1.32 | % | $ | 25,714 | 0.63 | % | $ | 18,691 | 1.29 | % | $ | 233 | 1.56 | % | ||||||||||||||||
Obligations of states and political subdivisions (1) |
537 | 3.56 | 8,904 | 4.03 | 42,211 | 2.72 | 247,184 | 2.90 | ||||||||||||||||||||||||
Mortgage-backed securities in government sponsored entities |
1,573 | 3.11 | 16,560 | 3.23 | 11,872 | 0.82 | 183,143 | 1.90 | ||||||||||||||||||||||||
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Total |
$ | 5,362 | 2.07 | % | $ | 51,178 | 2.07 | % | $ | 72,774 | 2.04 | % | $ | 430,560 | 2.51 | % | ||||||||||||||||
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(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 |
Maturing |
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Within one year |
After one but within five years |
After five but within fifteen years |
After fifteen years |
Total |
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(Dollars in thousands) |
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Commercial & Agriculture |
$ | 70,434 | $ | 115,810 | $ | 59,678 | $ | 580 | $ | 246,502 | ||||||||||
Commercial Real Estate: |
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Owner Occupied |
8,311 | 48,099 | 216,523 | 22,519 | 295,452 | |||||||||||||||
Non-Owner Occupied |
36,837 | 241,402 | 535,859 | 15,212 | 829,310 | |||||||||||||||
Residential Real Estate |
6,393 | 18,744 | 201,719 | 203,204 | 430,060 | |||||||||||||||
Real Estate Construction |
24,703 | 78,299 | 39,660 | 14,465 | 157,127 | |||||||||||||||
Farm Real Estate |
2,380 | 3,578 | 18,667 | 3,794 | 28,419 | |||||||||||||||
Consumer and Other |
2,512 | 6,139 | 2,017 | 341 | 11,009 | |||||||||||||||
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Total |
$ | 151,570 | $ | 512,071 | $ | 1,074,123 | $ | 260,115 | $ | 1,997,879 | ||||||||||
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Due After One Year |
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Fixed Rate |
Variable Rate |
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(Dollars in thousands) |
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Commercial & Agriculture |
$ | 78,080 | $ | 97,988 | ||||
Commercial Real Estate: |
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Owner Occupied |
54,777 | 232,364 | ||||||
Non-Owner Occupied |
197,951 | 594,522 | ||||||
Residential Real Estate |
121,192 | 302,475 | ||||||
Real Estate Construction |
24,962 | 107,462 | ||||||
Farm Real Estate |
7,283 | 18,756 | ||||||
Consumer and Other |
7,465 | 1,032 | ||||||
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Total |
$ | 491,710 | $ | 1,354,599 | ||||
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2021 |
2020 |
2019 |
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(Dollars in thousands) |
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Total loans outstanding |
$ | 1,997,879 | $ | 2,057,502 | $ | 1,708,970 | ||||||
Allowance for credit losses at year end |
26,641 | 25,028 | 14,767 | |||||||||
Loans accounted for on a nonaccrual basis |
3,673 | 5,125 | 5,599 | |||||||||
Allowance for credit losses to total loans outstanding |
1.33 | % | 1.22 | % | 0.86 | % | ||||||
Nonaccrual loans to total loans outstanding |
0.18 | % | 0.25 | % | 0.33 | % | ||||||
Allowance for credit losses to nonaccrual loans |
725.32 | % | 488.35 | % | 263.74 | % | ||||||
Average loans outstanding: |
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Commercial & Agriculture |
338,916 | 359,820 | 185,093 | |||||||||
Commercial Real Estate—Owner Occupied |
278,777 | 256,962 | 193,335 | |||||||||
Commercial Real Estate—Non-Owner Occupied |
755,578 | 643,622 | 576,383 | |||||||||
Real Estate Mortgage |
433,351 | 462,834 | 464,509 | |||||||||
Real Estate Construction |
176,775 | 175,573 | 140,184 | |||||||||
Farm Real Estate |
28,968 | 33,935 | 35,819 | |||||||||
Consumer and Other |
14,542 | 20,726 | 17,652 | |||||||||
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Total average loans outstanding |
2,026,907 | 1,953,472 | 1,612,975 | |||||||||
Net charge-offs (recoveries): |
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Commercial & Agriculture |
(150 | ) | 13 | 28 | ||||||||
Commercial Real Estate—Owner Occupied |
(7 | ) | (111 | ) | (128 | ) | ||||||
Commercial Real Estate—Non-Owner Occupied |
(395 | ) | (48 | ) | (102 | ) | ||||||
Real Estate Mortgage |
(182 | ) | 18 | 35 | ||||||||
Real Estate Construction |
(1 | ) | (4 | ) | 21 | |||||||
Farm Real Estate |
(12 | ) | (13 | ) | (5 | ) | ||||||
Consumer and Other |
(36 | ) | (4 | ) | 98 | |||||||
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Total net charge-offs (recoveries) |
(783 | ) | (149 | ) | (53 | ) | ||||||
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Ratio of net charge-offs (recoveries) during the year to average loans outstanding: |
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Commercial & Agriculture |
(0.04 | )% | 0.00 | % | 0.02 | % | ||||||
Commercial Real Estate—Owner Occupied |
(0.00 | )% | (0.04 | )% | (0.07 | )% | ||||||
Commercial Real Estate—Non-Owner Occupied |
(0.05 | )% | (0.01 | )% | (0.02 | )% | ||||||
Real Estate Mortgage |
(0.04 | )% | 0.00 | % | 0.01 | % | ||||||
Real Estate Construction |
(0.00 | )% | (0.00 | )% | 0.01 | % | ||||||
Farm Real Estate |
(0.04 | )% | (0.04 | )% | (0.01 | )% | ||||||
Consumer and Other |
(0.25 | )% | (0.02 | )% | 0.56 | % | ||||||
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Total net recoveries (charge-offs) |
(0.04 | )% | (0.01 | )% | (0.00 | )% | ||||||
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2021 |
2020 |
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Allowance |
Percentage of loans to total loans |
Allowance |
Percentage of loans to total loans |
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(Dollars in thousands) |
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Commercial and Agriculture |
$ | 2,600 | 12.3 | % | $ | 2,810 | 19.9 | % | ||||||||
Commercial Real Estate—Owner Occupied |
4,464 | 14.9 | 4,057 | 13.6 | ||||||||||||
Commercial Real Estate—Non-Owner Occupied |
13,860 | 41.5 | 12,451 | 34.3 | ||||||||||||
Real Estate Mortgage |
2,597 | 21.5 | 2,484 | 21.5 | ||||||||||||
Real Estate Construction |
1,810 | 7.9 | 2,439 | 8.5 | ||||||||||||
Farm Real Estate |
287 | 1.4 | 338 | 1.6 | ||||||||||||
Consumer and Other |
176 | 0.5 | 209 | 0.6 | ||||||||||||
Unallocated |
847 | — | 240 | — | ||||||||||||
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$ | 26,641 | 100.0 | % | $ | 25,028 | 100.0 | % | |||||||||
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2019 |
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Allowance |
Percentage of loans to total loans |
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(Dollars in thousands) |
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Commercial and Agriculture |
$ | 2,219 | 11.9 | % | ||||
Commercial Real Estate—Owner Occupied |
2,541 | 14.4 | ||||||
Commercial Real Estate—Non-Owner Occupied |
6,584 | 34.6 | ||||||
Real Estate Mortgage |
1,582 | 27.1 | ||||||
Real Estate Construction |
1,250 | 9.1 | ||||||
Farm Real Estate |
344 | 2.0 | ||||||
Consumer and Other |
247 | 0.9 | ||||||
Unallocated |
— | — | ||||||
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$ | 14,767 | 100.0 | % | |||||
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2021 |
2020 |
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Average balance |
Average rate paid |
Average balance |
Average rate paid |
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(Dollars in thousands) |
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Noninterest-bearing demand deposits |
$ | 907,591 | N/A | $ | 739,648 | N/A | ||||||||||
Interest-bearing demand deposits |
497,067 | 0.03 | % | 379,828 | 0.05 | % | ||||||||||
Savings, including Money Market deposit accounts |
818,153 | 0.13 | % | 670,716 | 0.24 | % | ||||||||||
Certificates of deposit, including IRA’s |
265,294 | 1.11 | % | 288,262 | 1.76 | % | ||||||||||
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$ | 2,488,105 | $ | 2,078,454 | |||||||||||||
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Certificates of Deposits |
Individual Retirement Accounts |
Total |
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(Dollars in thousands) |
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3 months or less |
$ | 12,532 | $ | 301 | $ | 12,833 | ||||||
Over 3 through 6 months |
6,784 | 611 | 7,395 | |||||||||
Over 6 through 12 months |
12,785 | 648 | 13,433 | |||||||||
Over 12 months |
23,410 | 1,296 | 24,706 | |||||||||
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$ | 55,511 | $ | 2,856 | $ | 58,367 | |||||||
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• | demand for our products and services may decline, making it difficult to grow assets and income; |
• | if the economy is unable to fully reopen or experiences additional or new closures or downturns as a result of the COVID-19 pandemic, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income; |
• | collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase; |
• | our allowance for loan losses may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect our net income; |
• | the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; |
• | a prolonged weakness in economic conditions resulting in a reduction of future projected earnings could result in our recording a valuation allowance against our current outstanding deferred tax assets; |
• | we rely on third party vendors for certain services, and the unavailability of a critical service due to COVID-19 could have an adverse effect on us; and |
• | continued adverse economic conditions could result in protracted volatility in the price of our common shares. |
• | inflation; |
• | recession; |
• | unemployment; |
• | money supply; |
• | international disorders; and |
• | instability in domestic and foreign financial markets. |
• | the time and expense associated with identifying and evaluating potential acquisitions or expansions; |
• | the potential inaccuracy of estimates and judgments used to evaluate credit, operations, management and market risk with respect to target institutions; |
• | the time and costs of evaluating new markets, hiring local management and opening new offices, and the delay between commencing these activities and the generation of profits from the expansion; |
• | any financing required in connection with an acquisition or expansion; |
• | the diversion of management’s attention to the negotiation of a transaction and the integration of the operations and personnel of the combining businesses; |
• | entry into unfamiliar markets and the introduction of new products and services into our existing business; |
• | the possible impairment of goodwill associated with an acquisition and possible adverse short-term effects on our results of operations; and |
• | the risk of loss of key employees and customers. |
• | 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. |
Period |
Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs |
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October 1, 2021 -October 31, 2021 | 4,000 | $ | 23.99 | 4,000 | $ | 10,964,868 | ||||||||||
November 1, 2021 - November 30, 2021 | 10,752 | $ | 23.72 | 10,752 | $ | 10,709,821 | ||||||||||
December 1, 2021 - December 31, 2021 | 58,789 | $ | 23.83 | 58,789 | $ | 9,308,655 | ||||||||||
Total |
73,541 | $ | 23.83 | 73,541 | $ | 9,308,655 |
Equity Compensation Plan Information | ||||||
Plan category |
(a) Number of Common Shares to be issued upon exercise of outstanding options, warrants and rights (a) |
(b) Weighted-average exercise price of outstanding options, warrants and rights (b) |
(c) Number of Common Shares remaining available for future issuance under equity compensation plans (excluding common shares reflected in column (a) ) | |||
Equity compensation plans approved by shareholders |
— |
— |
154,123 | |||
Equity compensation plans not approved by shareholders |
— |
— |
— | |||
Total |
— |
— |
154,123 | |||
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1. |
Financial Statements. |
2. |
Financial Statement Schedules. |
3. |
Exhibits |
Exhibit |
Description |
Location | ||
2.1 |
Filed as Exhibit 2.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on January 10, 2022 and incorporated herein by reference. (File No. 001-36192). | |||
3.1 |
Filed as Exhibit 3.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on November 16, 2018 and incorporated herein by reference (File No. 001-36192). | |||
3.2 |
Filed as Exhibit 3.2 to Civista Bancshares, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2017, filed on November 8, 2017 and incorporated herein by reference. (File No. 001-36192) | |||
4.1 |
Filed as Exhibit 4.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on November 30, 2022 and incorporated herein by reference (File No. 001-36192). | |||
4.2 |
Included as Exhibit A-1 and Exhibit A-2 to the Indenture filed as Exhibit 4.1 hereto. |
Exhibit |
Description |
Location | ||
4.3 |
|
Included herewith. | ||
4.4 |
Filed as Exhibit 4.2 to Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on March 15, 2021 and incorporated herein by reference (File No. 001-36192). | |||
10.1* |
Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on March 8, 2019 and incorporated herein by reference. (File No. 001-36192). | |||
10.2* |
Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K dated and filed on March 8, 2019 and incorporated herein by reference. (File No. 001-36192). | |||
10.3* |
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). | |||
10.4* |
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). | |||
10.5* |
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* |
Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2016, filed on August 9, 2016 and incorporated herein by reference (File No. 1-36192) | |||
10.7* |
Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2018, filed on August 8, 2018 and incorporated herein by reference (File No. 1-36192). | |||
10.8* |
Filed as Exhibit 10.1 to Civista Bancshares, Inc.’s Registration Statement on Form S-8 filed on February 26, 2015 and incorporated herein by reference (File No. 333-202316). | |||
10.9* |
Filed as Exhibit 10.8 to Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on March 15, 2019 and incorporated herein by reference. (File No. 1-36192) | |||
13.1 |
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Included herewith | ||
21.1 |
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Included herewith | ||
23.1 |
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Included herewith |
Exhibit |
Description |
Location | ||
23.2 |
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Included herewith | ||
31.1 |
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Included herewith | ||
31.2 |
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Included herewith | ||
32.1 |
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Included herewith | ||
32.2 |
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Included herewith | ||
101 |
The following materials from Civista Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of December 31, 2021 and 2020; (ii) Consolidated Statements of Operations for each of the three years ended December 31, 2021, 2020 and 2019; (iii) Consolidated Statements of Comprehensive Income for each of the three years ended December 31, 2021, 2020 and 2019; (iv) Consolidated Statements of Changes in Shareholders’ Equity for each of the three years ended December 31, 2021, 2020 and 2019; (v) Consolidated Statement of Cash Flows for each of the three years ended December 31, 2021, 2020 and 2019; and (vi) Notes to Consolidated Financial Statements . |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
(Registrant) Civista Bancshares, Inc. | ||
By |
/s/ Dennis G. Shaffer | |
Dennis G. Shaffer, President & CEO (Principal Executive Officer) |
/s/ Thomas A. Depler |
/s/ Allen R. Nickles, CPA , CFE , CICA | |
Thomas A. Depler, Director |
Allen R. Nickles, CPA, CFE , CICA , Director | |
/s/ Harry Singer |
/s/ Julie A. Mattlin | |
Harry Singer, Director |
Julie A. Mattlin, Director | |
/s/ Todd A. Michel |
/s/ M. Patricia Oliver | |
Todd A. Michel, Senior Vice President, |
M. Patricia Oliver, Director | |
(Principal Accounting Officer) |
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/s/ James O. Miller |
/s/ Daniel J. White | |
James O. Miller, Chairman of the Board |
Daniel J. White, Director | |
/s/ Dennis E. Murray, Jr. |
/s/ Dennis G. Shaffer | |
Dennis E. Murray, Jr., Director |
Dennis G. Shaffer, President & CEO, (Principal Executive Officer) | |
/s/ William F. Ritzmann |
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William F. Ritzmann, Director |