2024 Annual Report | Civista Bancshares | 1
LETTER FROM
THE CEO
A Message from
Dennis G. Shaffer, President &
Chief Executive Officer
I am pleased to present to you the annual
report for Civista Bancshares, Inc. for the year
ending December 31, 2024. The year has been
one of meaningful progress and achievement
for our company, and I am proud to share our
accomplishments and future outlook with you.
FINANCIAL PERFORMANCE
In 2024, we reported net income of $31.7 million,
or $2.01 per diluted share, compared to $43.0
million, or $2.73 per diluted share, in 2023.
2024 was a transition year for us and for the
banking industry. Regulatory reform and margin
contraction brought on by a competitive deposit
rate environment impacted profitability across
the industry. Rising deposit costs caused interest
expense to increase, and deposits repriced faster
than loans, thus adversely impacting our net
interest margin.
In addition, we had to make up approximately
$5.2 million in non-interest income as we exited
the third-party tax processing business, we
2 | Focused On You | Letter from the CEO
Deposit costs were up significantly year-over-year
and as a result, our net interest margin declined
from 3.70% in 2023 to 3.21% in 2024. Our increase
in deposit cost was primarily attributable to more
competition for deposits, a greater reliance on
wholesale funding, and customers shifting out of
non-interest bearing deposits to interest bearing
deposits. Deposit costs did stabilize throughout the
year and our net interest margin troughed in the
second quarter. We had margin expansion during
the last two quarters of the year and are cautiously
optimistic for continued improvement in 2025.
Loan and Lease balances grew by $219.5 million,
an increase of 7.7%. Most of the growth occurred
in commercial, non-owner occupied commercial
real estate, residential real estate and real estate
construction loans. At December 31, 2024, our
loan to deposit ratio was 96%.
Despite the higher interest rate environment, our
credit quality continues to remain strong. We had
minimal delinquencies and charge-offs for the
year. Our allowance for loan losses to loans ratio
was 1.29% at year end, compared to 1.30% at
December 31, 2023.
CELEBRATING 140 YEARS
In 2024, Civista Bank proudly celebrated 140
years of serving our customers and communities.
Since our founding in 1884 as Citizens National
Bank, we have continuously adapted to the needs
of our customers while maintaining our strong
commitment to financial stewardship.
Over the decades, we have grown from a single
storefront in Sandusky, Ohio, into a regional
financial institution serving customers across Ohio,
Southeastern Indiana, and Northern Kentucky.
We have embraced advancements in banking,
reduced overdraft fees due to regulatory reform,
and we had to replace a one-time card brand
renewal fee.
Despite some of these challenges, our employees
rose to the occasion. We increased residential
mortgage production and had more gain on sale
of mortgage income; we increased loan and lease
production and earned more lease and residual
income; and we cross-sold more products which
increased service charge income. As a result,
our non-interest income of $37.7 million, was
approximately $585,000 higher in 2024 than the
previous year.
Deposit balances for the year grew by $226.8
million, an increase of 7.6%, as we had organic
growth in savings and money market accounts and
in time deposits. This was particularly encouraging
as organic deposit growth has been relatively flat
the last several years.
WORKING TOGETHER Community is at the heart of
all we do! Civista team members volunteered at Victory
Kitchen to prep food for the Sandusky community.
2024 Annual Report | Civista Bancshares | 3
from introducing Sandusky’s first ATM in 1976 to
launching mobile banking in 2011.
This anniversary was not just a reflection on our
past but a reaffirmation of our mission to build
strong, lasting relationships with our customers.
As we look ahead, we remain committed to
innovation, service excellence, and strengthening
the communities we proudly call home.
STRATEGIC PRIORITIES
Throughout 2024, we focused on several key
strategic priorities aimed at growing relationships
and core deposits, positioning digital to grow the
bank, leveraging technology to optimize profitability
and investing in our employees and culture.
These strategic priorities will be our primary focus
for the next several years and will help reduce our
dependency on higher interest funding sources,
enhance our overall customer experience, improve
profitability, and create a positive work environment.
We launched several
relationship-driven deposit
initiatives throughout the year,
which contributed to good
organic growth and positively
impacted our financial results.
Some of these initiatives
included deepening relationships
with loan customers to expand
deposit balances, moving
wealth management client
cash balances, which were held
outside the bank, back to our
balance sheet, and participating
in the State of Ohio’s Homebuyer
Plus program.
We continue to make strides
in positioning digital to grow the bank. In 2024,
we launched our new digital small business
lending platform which streamlines our existing
process providing quicker decisioning and greater
satisfaction for both customers and employees.
We upgraded our fraud detection platform, which
is used throughout the company and digitally,
GROWING OUR COMMUNITIES Civista Bank was a proud sponsor
of the Greater Sandusky Partnership's RISE (Regional Incubator for
Sustainability and Entrepreneurship) event. The objective of RISE is to
grow jobs and spearhead economic development by linking business
owners and aspiring entrepreneurs to regional service providers with
expertise in business start-up, development and acceleration.
140th ANNIVERSARY Dennis Shaffer, CEO and President of Civista Bancshares,
joins the Dublin office in their celebration of Civista Bank’s 140th Anniversary.
4 | Focused On You | Letter from the CEO
to provide greater protection for the bank and
our customers. Late in the year, we invested in a
new digital deposit origination system, which will
greatly improve our customers’ experience and
simplify our backroom operations.
Each year, we continue to invest significant dollars
in technology. Our focus is on improving our
processes to deliver greater operating efficiency,
higher levels of sales productivity, and improving
project execution. In 2024, we were successful
in automating several high labor-intensive
operational processes by expanded our use of
Robotic Process Automation across the company.
This allowed us to increase efficiency and provide
more time to serve our customers and grow our
business. Our quality control and operational
functions have benefited from this technology.
Our employees are our greatest resource and the
reason for our success. We strongly believe in
investing in our employees and our culture. We
want to provide them with tools and resources
that will improve their skills and allow them
to grow in their careers. We want all of our
employees to feel valued and supported and by
investing in them we believe this leads to greater
job satisfaction and engagement. A positive work
environment and an engaged workforce should
lead to long term business success.
CIVISTA BANK TEAM Civista Bank 2024 Day of Learning,
The Ohio State University
2024 Annual Report | Civista Bancshares | 5
A key highlight of our commitment to employee
development was our Bank-Wide Employee Day
of Learning, where Civista employees gathered
at The Ohio State University for a day of learning,
networking, and inspiration. This event provided
employees with an opportunity to hear directly
from executive leadership, gain a deeper
understanding of our strategic initiatives and how
their roles contribute to moving the bank forward
successfully. Employees left with a renewed sense
of purpose and clarity on how their efforts help
Civista achieve its strategic goals.
COMMUNITY ENGAGEMENT
Civista and its employees continue to donate
significant dollars in all the communities that we
serve and we strongly believe that our success is
closely tied to the well-being of our communities.
Our employees donate their time serving in
leadership roles or as active volunteers at
hundreds of organizations where we live and work.
Specific employee driven charitable fund-raising
events during the year included Casual for a
Cause, where employees donate money monthly
to a local charity of choice to be able to dress
casually at work; and Holiday Happenings where
employees donate items that are auctioned
off during the holiday season with all proceeds
donated to local charities. Civista employees are
also significant contributors to the local United
Way campaign in all of our markets. In the case
of United Way and our Holiday Happenings
Campaign, as in years past, the company provided
matching contributions to the designated charities.
We as an organization, take great pride in being
a community leader and through our donations
and volunteerism hope to make a difference in the
communities that we serve. I am also pleased to
report that in 2024, we were once again, named
by Crain’s Cleveland Business Journal as one of the
Best Employers in Ohio.
ASSISTING OUR NEIGHBORS IN NEED Civista Bank Akron team
members volunteered at the Akron Food Bank sorting, weighing, and
packaging 4,554 pounds food for distribution.
6 | Focused On You | Letter from the CEO
LOOKING AHEAD
As we look to the future, we will strive to
improve the customer experience at every
interaction. Understanding our customers’
needs, building relationships and making it easy
to do business with us, is what sets us apart from
others. As we grow, we need to leverage future
technological investments to make us more
efficient and increase customer satisfaction. We
will aspire to deepen customer relationships
by enhancing our digital and technological
capabilities both internally and externally.
In closing, I would like to express my gratitude
to our shareholders for their continued
support and confidence in us. Our goal is to
remain an independent community bank, and
I am confident that our disciplined approach
to managing Civista and our long-term focus
on driving shareholder value will continue to
produce positive results. Our mission remains
to improve the financial lives of our customers,
shareholders and employees, and to make a
difference in the communities that we serve.
As always, please read your proxy and vote
your shares. The Annual Shareholder meeting
is April 15, 2025, at 10 am and will be held at
BGSU Firelands College – Cedar Point Center,
One University Drive, Huron, Ohio. I encourage
shareholders to attend. Thank you for your
interest in our company.
Sincerely,
Dennis G. Shaffer
President and Chief Executive Officer
TOTAL ECLIPSE 2024 Civista Bank employees and family
members joined their communities in witnessing the Total
Solar Eclipse on April 8, 2024.
CELEBRATING OUR COMMUNITIES Civista Bank
employees decorated a float and participated in the
Aurora Farmer's Fair Parade.
VOLUNTEERING In 2024, Civista employees volunteered more
than 2,300 hours of their time to support their local communities.
2024 Annual Report | Civista Bancshares | 7
Board of Directors
Civista Bancshares & Civista Bank
Dennis E. Murray Jr.
Chairman of the Board,
Civista Bancshares, Inc. and Civista Bank
Partner, Murray & Murray Co., LPA
Dennis G. Shaffer
Vice Chairman of the Board,
President and CEO, Civista Bancshares, Inc.
and CEO, Civista Bank
Darci L. Congrove
CPA - Managing Director,
GBQ Partners, LLC
Mark J. Macioce
Vice President, Chief Information Officer
MASCO Corporation
Julie A. Mattlin
Principal and Owner,
DKMG Consulting, LLC.
James O. Miller
Former Chairman of the Board,
Civista Bancshares, Inc. and Civista Bank
M. Patricia Oliver
Retired Partner, Tucker, Ellis, LLP
Founder, The Oliver Consulting Group
Clyde A. “Chip” Perfect, Jr.
President and CEO, Perfect North Slopes
Harry Singer
President and CEO, Sandusco, Inc.
and ICM Distributing Company, Inc.
Nathan E. Weaks
President, Automatic Feed Company
Lorina W. Wise
Chief Human Resources Officer,
Nationwide Children’s Hospital
Gerald B. Wurm
President, Wurm’s Woodworking Co.
and Creative Plastics International
DIRECTORS EMERITUS
James D. Heckelman
Retired, Founder of Dan-Mar Co., Inc.
David A. Voight
Former Chairman of the Board
and Former President and CEO,
Civista Bancshares, Inc. and Civista Bank
LEADERSHIP
CIVISTA BANCSHARES BOARD OF DIRECTORS Front row: Congrove, Wise, Shaffer, Murray, Oliver, Mattlin, Miller.
Back row: Wurm, Perfect, Singer, Weaks, Macioce.
8 | Focused On You | Leadership
Aaron
Stephens
Regional Market
Executive,
Central Ohio
Jessica
Martin-Steuk
Private
Banking
Jarvis
Woodson III
Mortgage
Banking
Civista Bancshares Executive Officers
Ian Whinnem
Senior Vice President
Chief Financial Officer
Michael D. Mulford
Senior Vice President
Chief Credit Officer
Lance A. Morrison
Senior Vice President
General Counsel & Corporate Secretary
Charles A. Parcher
Executive Vice President
Chief Lending Officer
Dennis G. Shaffer
Chief Executive Officer
and President
Robert L. Curry, Jr.
Senior Vice President
Chief Risk Officer
Richard J. Dutton
Senior Vice President
Chief Operating Officer
Russell L. Edwards
Senior Vice President
Retail Banking
Donna M. Waltz-Jaskolski
Senior Vice President
Customer Experience Officer
Carl A. Kessler III
Senior Vice President
Chief Information Officer
Civista Bank Senior Management Team
Jeffrey
Morgan
Director of IT
Infrastructure
Debora
Kline
Strategic
Initiatives
Jason
Kuhnle
Wealth
Management
Brenda
Leal
Digital Banking
Jeffrey
Rolfsen
Loan
Operations
Mark
Sams
Regional Market
Executive,
SE IN/Cincinnati
David
Shaver
Deposit
Operations
Kimberly
Springer
Business
Solutions
Douglas
Greulich
Finance
Veronica
Doucette
Human Resources
Jodi
Greulich
Marketing and
Communications
Retired Dec. 2024
Richard
Finneran
Regional Market
Executive,
North Central Ohio
Robert
Katitus
Regional Market
Executive,
Northeast Ohio
Conrad
Eimers
Civista Leasing
& Finance
Brent
Beard
Controller
Kevin
Canepa
Civista Leasing
& Finance
LEADERSHIP
ANNUAL REPORT
CONTENTS
Three –Year Selected Consolidated Financial Data...............................................................................................
1
Common Shares 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 ................................................................................
18
Financial Statements
Management’s Report on Internal Control over Financial Reporting............................................................
21
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial
Statements.......................................................................................................................................................
22
Report of Independent Registered Public Accounting Firm on Financial Statements...................................
24
Consolidated Balance Sheets..........................................................................................................................
29
Consolidated Statements of Operations..........................................................................................................
30
Consolidated Statements of Comprehensive Income.....................................................................................
31
Consolidated Statements of Changes in Shareholders’ Equity ......................................................................
32
Consolidated Statements of Cash Flow..........................................................................................................
33
Notes to Consolidated Financial Statements ..................................................................................................
35
This page intentionally left blank.
1
Three-Year Selected Consolidated Financial Data
(Amounts in thousands, except per share data)
Year ended December 31,
2024
2023
2022
Statements of income:
Total interest and dividend income
$
206,695
$
182,734
$
126,155
Total interest expense
89,985
57,238
15,951
Net interest income
116,710
125,496
110,204
Provision for credit losses
5,364
4,435
1,752
Net interest income after provision for loan losses
111,346
121,061
108,452
Net gain (loss) on sale of securities
33
—
10
Other noninterest income
37,715
37,163
29,066
Total noninterest income
37,748
37,163
29,076
Total noninterest expense
112,520
107,611
90,493
Income before federal income taxes
36,574
50,613
47,035
Federal income tax expense
4,891
7,649
7,608
Net income
$
31,683
$
42,964
$
39,427
Allocation of earnings and dividends to participating securities
671
1,583
498
Net income available to common shareholders
$
31,012
$
41,381
$
38,929
Per common share:
Net income available to common shareholders (basic)
2.01
2.73
2.60
Net income available to common shareholders (diluted)
2.01
2.73
2.60
Dividends declared
0.64
0.61
0.56
Book value
24.69
23.70
21.29
Average common shares outstanding:
Basic
15,391,739
15,154,767
14,970,630
Diluted
15,391,739
15,154,767
14,970,630
Year-end balances:
Loans, net
$
3,041,561
$
2,824,568
$
2,619,770
Securities
680,840
650,439
651,177
Total assets
4,098,469
3,861,418
3,639,445
Deposits
3,211,870
2,985,028
2,619,984
Borrowings
111,888
116,194
249,651
Shareholders’ equity
388,502
372,002
334,835
Average balances:
Loans, net
$
2,945,414
$
2,688,983
$
2,259,207
Securities
649,088
646,650
605,581
Total assets
3,969,656
3,717,347
3,336,974
Deposits
3,086,961
2,852,037
2,614,423
Borrowings
448,672
470,623
330,219
Shareholders’ equity
377,359
343,724
316,143
Three-Year Selected Ratios
Year ended December 31,
2024
2023
2022
Net interest margin (1)
3.21%
3.70%
3.65%
Return on average total assets
0.80
1.16
1.18
Return on average shareholders’ equity
8.40
12.50
12.47
Dividend payout ratio
31.76
22.34
21.54
Average shareholders’ equity as a percent of
average total assets
9.51
9.25
9.47
Net loan charge-offs (recoveries) as a percent of
average total loans
0.11
0.04
(0.01)
Allowance for credit losses as a percent of loans at year-end
1.29
1.30
1.08
Shareholders’ equity as a percent of total year-end assets
9.48
9.63
9.20
(1) Calculated on a tax-equivalent basis using a statutory tax rate of 21% for 2024, 2023 and 2022
2
Shareholder Return Performance
Set forth below is a line graph comparing the five-year cumulative return of the common shares of Civista Bancshares, Inc.
(ticker symbol CIVB), based on an initial investment of $100 on December 31, 2019, and assuming reinvestment of dividends,
with the cumulative return of the Standard & Poor’s 500 Index, and the S&P U.S. BMI Banks Index. The comparative indices
were obtained from S&P Global Market Intelligence.
Annual Report on Form 10-K
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 Lance A. Morrison, Secretary of Civista Bancshares,
Inc., 100 East Water Street, Sandusky, Ohio 44870.
3
Common Shares and Shareholder Matters
The common shares of Civista Bancshares, Inc. (“CBI”) trade on The NASDAQ Capital Market under the symbol “CIVB”. As
of February 18, 2025, there were 15,487,667 common shares outstanding and held by approximately 1,651 shareholders of
record (not including the number of persons or entities holding stock in nominee or street name through various brokerage
firms).
CBI paid quarterly dividends on its common shares in the aggregate amounts of $0.64 per share and $0.61 per share in 2024
and 2023, respectively. The Company presently anticipates continuing to pay quarterly dividends in the future at similar levels,
subject to compliance with applicable restrictions on the payment of dividends as discussed in the “Liquidity and Capital
Resources” section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations and in
Note 19 to the Consolidated Financial Statements.
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 (the “GLBA”). 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 $4,098,469 at December 31, 2024.
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 banks using the “Citizens” name in our 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,
Norwalk, Berlin Heights, Huron, Port Clinton, Castalia, New Washington, Shelby, Willard, Greenwich, Plymouth, Shiloh,
Akron, Dublin, Plain City, Russells Point, Urbana, West Liberty, Quincy, Dayton, Beachwood, Gahanna, Napoleon, Malinta,
Liberty Center, Holgate, Bowling Green, and in the following Indiana communities: Lawrenceburg, Aurora, West Harrison,
Milan, Osgood and Versailles. Civista also operates loan production offices in Westlake, Ohio and Fort Mitchell, Kentucky
and a leasing company office in Pittsburgh, Pennsylvania. Civista and its consolidated subsidiaries as discussed below,
accounted for 99.4% of the Company’s consolidated assets at December 31, 2024.
FIRST CITIZENS INVESTMENTS, INC. (“FCI”) was formed in 2007 as a wholly owned subsidiary of Civista to hold and
manage its securities portfolio. The operations of FCI are located in Wilmington, Delaware.
CIVISTA LEASING & FINANCING (“CLF”) formerly known as Vision Financial Group, Inc. ("VFG") was acquired in the
fourth quarter of 2022 as a wholly owned subsidiary of Civista. Effective as of August 31, 2023, VFG was merged with and
into Civista, and CLF is now operated as a full-service general equipment leasing and financing division of Civista. The
operations of CLF are located in Pittsburgh, Pennsylvania.
FIRST CITIZENS INSURANCE AGENCY, INC. (“FCIA”) was formed as a wholly owned subsidiary of CBI to allow the
Company to participate in commission revenue generated through its third-party insurance agreement.
WATER STREET PROPERTIES, INC. (“WSP”) was formed as a wholly owned subsidiary of CBI to hold properties
repossessed by CBI subsidiaries.
CIVB RISK MANAGEMENT, INC. (“CRMI”), a wholly owned subsidiary of CBI which was formed and began operations
on December 26, 2017, is a Delaware-based captive insurance company which insures against certain risks unique to the
operations of the Company and for which insurance may not be currently available or economically feasible in today’s
insurance marketplace. CRMI pools resources with several other similar insurance company subsidiaries of financial
institutions to spread a limited amount of risk among themselves. CRMI is subject to regulations of the State of Delaware and
undergoes periodic examinations by the Delaware Department of Insurance.
4
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(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, 2024 and 2023, and during the
three-year period ended December 31, 2024. 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.
Financial Condition
At December 31, 2024, the Company’s total assets were $4,098,469, compared to $3,861,418 at December 31, 2023. Net loans
and securities available for sale increased $216,993 and $29,795 from December 31, 2023, to December 31, 2024, respectively.
Other factors contributing to the change in assets are discussed in the following sections.
Loans held for sale decreased $1,060, from $1,725 at December 31, 2023 to $665 at December 31, 2024. The decrease is due
to lower balances of held loans. At December 31, 2024, six loans totaling $665 were held for sale as compared to nine loans
totaling $1,725 at December 31, 2023.
At December 31, 2024, the Company’s net loans totaled $3,041,561 and increased by 7.7% from $2,824,568 at December 31,
2023. The increase in net loans was spread across most segments. Commercial & Agriculture loans increased $23,695,
Commercial Real Estate - Non-Owner Occupied loans increased $64,097, Residential Real Estate loans increased $104,028,
and Real Estate Construction loans increased $45,583. The increases in the foregoing loan segments were partially offset by
decreases of $17,901 in total for the remaining loan segments.
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, Lease financing receivables and Consumer and Other Loans outstanding as of
December 31, 2024, 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
Within
one year
After one
but within
five years
After five
but within
fifteen years
After fifteen
years
Total
(Dollars in thousands)
Commercial & Agriculture
$
160,054
$ 128,688
$
38,634
$
1,112
$
328,488
Commercial Real Estate:
Owner Occupied
24,000
100,428
219,311
30,628
374,367
Non-Owner Occupied
108,375
526,003
546,735
44,878
1,225,991
Residential Real Estate
9,342
42,181
235,068
477,278
763,869
Real Estate Construction
59,340
110,228
91,406
45,018
305,992
Farm Real Estate
1,783
5,582
13,107
2,563
23,035
Lease financing receivables
3,327
39,907
3,666
—
46,900
Consumer and Other
1,298
9,417
1,465
408
12,588
Total
$
367,519
$ 962,434
$
1,149,392
$ 601,885
$ 3,081,230
5
Due After One Year
Fixed Rate
Variable Rate
(Dollars in thousands)
Commercial & Agriculture
$
96,257
$
72,177
Commercial Real Estate:
Owner Occupied
80,020
270,347
Non-Owner Occupied
280,657
836,959
Residential Real Estate
154,957
599,570
Real Estate Construction
69,262
177,390
Farm Real Estate
5,242
16,010
Lease financing receivables
43,573
—
Consumer and Other
11,243
47
Total
$
741,211
$
1,972,500
The preceding maturity information is based on contract terms at December 31, 2024 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.
6
Analysis of the Allowance for Credit Losses
The following table shows the daily average loan balances and changes in the allowance for credit losses for the years indicated.
2024
2023
2022
(Dollars in thousands)
Total loans outstanding
$ 3,081,230
$ 2,861,727
$ 2,648,281
Allowance for credit losses at year end
39,669
37,160
28,511
Loans accounted for on a nonaccrual basis
30,950
12,467
6,507
Allowance for credit losses to total loans outstanding
1.29%
1.30%
1.08%
Nonaccrual loans to total loans outstanding
1.00%
0.44%
0.25%
Allowance for credit losses to nonaccrual loans
128.17%
298.07%
438.16%
Average loans outstanding:
Commercial & Agriculture
310,770
276,438
236,315
Commercial Real Estate—Owner
Occupied
374,965
372,214
322,132
Commercial Real Estate—Non-Owner
Occupied
1,198,569
1,086,895
896,562
Real Estate Mortgage
721,379
588,739
511,973
Real Estate Construction
286,264
254,429
179,183
Farm Real Estate
24,279
24,250
24,388
Lease financing receivables
53,392
44,014
8,382
Consumer and Other
15,294
10,651
20,147
Loan participations sold, reflected as secured borrowings
—
65,167
87,846
Total average loans outstanding
2,984,912
2,722,797
2,286,928
Net charge-offs (recoveries):
Commercial & Agriculture
1,942
1,122
(2)
Commercial Real Estate—Owner
Occupied
—
(15)
(42)
Commercial Real Estate—Non-Owner
Occupied
654
(46)
(74)
Real Estate Mortgage
(114)
(116)
(66)
Real Estate Construction
(12)
(37)
(4)
Farm Real Estate
—
—
(6)
Lease financing receivables
861
—
23
Consumer and Other
45
72
53
Total net charge-offs (recoveries)
3,376
980
(118)
Ratio of net charge-offs (recoveries) during
the year to average loans outstanding:
Commercial & Agriculture
0.62%
0.41%
(0.00)%
Commercial Real Estate—Owner
Occupied
—
(0.00)%
(0.01)%
Commercial Real Estate—Non-Owner
Occupied
0.05%
(0.00)%
(0.01)%
Real Estate Mortgage
(0.02)%
(0.02)%
(0.01)%
Real Estate Construction
(0.00)%
(0.01)%
(0.00)%
Farm Real Estate
—
—
(0.02)%
Lease financing receivables
1.61%
—
0.27%
Consumer and Other
0.29%
0.11%
0.06%
Total net charge-offs (recoveries)
0.11%
0.04%
(0.01)%
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 deterioration of specific businesses.
The determination of the balance of the allowance for credit losses is based on the CECL methodology and utilizes a lifetime
“expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity securities and other
receivables at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for
changes in expected lifetime credit losses. The methodology replaces the multiple existing impairment methods under prior
7
GAAP, which generally require that a loss be incurred before it is recognized.
In management’s judgment, the CECL
methodology produces a result that is adequate to provide for future probable credit losses.
Allocation of Allowance for Credit Losses
The following tables allocate the allowance for credit losses at December 31, 2024, 2023, and 2022, to each loan category. The
allowance has been allocated according to the amount deemed to be reasonably necessary to provide for expected lifetime
credit losses within the following categories of loans at the dates indicated.
2024
2023
Allowance
Percentage
of loans to
total loans
Allowance
Percentage
of loans to
total loans
(Dollars in thousands)
Commercial & Agriculture
$
6,586
10.8% $
7,587
10.6%
Commercial Real Estate—Owner Occupied
4,327
12.1%
4,723
13.2%
Commercial Real Estate—Non-Owner Occupied
11,404
39.8%
12,056
40.6%
Real Estate Mortgage
11,866
24.8%
8,489
23.1%
Real Estate Construction
3,708
9.9%
3,388
9.1%
Farm Real Estate
226
0.7%
260
0.9%
Lease financing receivables
1,361
1.5%
297
1.9%
Consumer and Other
191
0.4%
341
0.6%
Unallocated
—
—
19
—
$
39,669
100.0% $
37,160
100.0%
2022
Allowance
Percentage
of loans to
total loans
(Dollars in thousands)
Commercial & Agriculture
$
3,011
10.9%
Commercial Real Estate—Owner Occupied
4,565
14.5%
Commercial Real Estate—Non-Owner Occupied
14,138
40.0%
Real Estate Mortgage
3,145
21.7%
Real Estate Construction
2,293
9.6%
Farm Real Estate
291
1.0%
Lease financing receivables
429
1.5%
Consumer and Other
98
0.8%
Unallocated
541
—
$
28,511
100.0%
Civista measures the adequacy of the allowance for credit losses by using the CECL methodology and utilizes a lifetime
“expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity securities and other
receivables at the time the financial asset is originated or acquired. The allowance for credit losses to total loans decreased
slightly from 1.30% in 2023 to 1.29% in 2024.
Securities available for sale increased by $29,795, or 4.8%, from $618,272 at December 31, 2023 to $648,067 at December 31,
2024. U.S. Treasury securities and obligations of U.S. government agencies increased $29,729, or 43.9% from $67,658 at
December 31, 2023 to $97,387 at December 31, 2024. Mortgage-backed securities increased $13,546, or 6.4%, from $212,015
at December 31, 2023 to $225,561 at December 31, 2024. Obligations of states and political subdivisions available for sale
decreased by $13,480 from 2023 to 2024. 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, 2024, the Company
was in compliance with all applicable pledging requirements.
Mortgage-backed securities totaled $225,561 at December 31, 2024 and none were considered unusual or “high risk” securities
as defined by regulatory authorities. Of this total, $192,035 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 the remaining $33,526 of these securities were collateralized by mortgage-backed
securities issued or guaranteed by FNMA, FHLMC, or GNMA. The average interest rate of the mortgage-backed securities
portfolio at December 31, 2024 was 3.08%. The average maturity at December 31, 2024 was approximately 14.8 years.
8
Securities available for sale had a fair value at December 31, 2024 of $648,067. This fair value includes unrealized gains of
approximately $882 and unrealized losses of approximately $62,873. Net unrealized losses totaled $61,991 at December 31,
2024 compared to net unrealized losses of $54,620 at December 31, 2023. The change in unrealized losses is primarily due to
changes in market interest rates. Note 3 to the Consolidated Financial Statements provides additional information on unrealized
gains and losses.
The following table sets forth the maturities of securities at December 31, 2024 and the weighted average yields of such debt
securities. Maturities are reported based on stated maturities and do not reflect principal prepayment assumptions.
Within one year
After one
but within five
years
After five but
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
$ 38,567
3.86% $ 46,747
1.77% $
3,413
3.69% $
8,660
6.60%
Obligations of states and
political
subdivisions (1)
1,210
4.86
32,387
2.36
38,687
3.41
252,835
3.14
Mortgage-backed
securities in
government sponsored
entities
5,616
2.97
16,762
3.24
4,903
3.25
198,280
3.06
Total
$ 45,393
3.78% $ 95,896
2.22% $
47,003
3.41% $ 459,775
3.17%
(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.
Premises and equipment, net of accumulated depreciation, decreased $9,603 from December 31, 2023 to December 31,
2024. The decrease is the result of depreciation of $9,545 and net disposals exceeding new purchases by $58.
Goodwill remained unchanged from December 31, 2023 to December 31, 2024 at $125,520. Other intangible assets decreased
$1,625 from year-end 2023. The decrease includes $1,484 of amortization on core deposit intangibles and a decrease of $141
of mortgage servicing rights.
Swap assets decreased $7,173 from December 31, 2023 to December 31, 2024. The decrease is primarily the result of $6,330
in cash collateral posted by counterparties at December 31, 2024 that is netted against the fair value of the swap asset.
Bank owned life insurance ("BOLI") increased $1,448 from December 31, 2023 to December 31, 2024. The difference is the
result of increases in the cash surrender value of the underlying insurance policies partially offset by death benefits on life
insurance policies held on two former employees.
Year-end deposit balances totaled $3,211,870 in 2024 compared to $2,985,028 in 2023, an increase of $226,842, or 7.6%. This
increase in deposits at December 31, 2024 compared to December 31, 2023 included increases in savings and money market
accounts of $289,172, or 33.5%, and certificate of deposit accounts of $44,085, or 5.1%, partially offset by decreases in
noninterest bearing demand deposits of $76,605, or 9.9% and interest bearing demand accounts of $29,866 or 6.6%. Average
deposit balances for 2024 were $3,086,961 compared to $2,852,037 for 2023, an increase of 8.2%. Noninterest bearing deposits
averaged $701,397 for 2024, compared to $917,005 for 2023, decreasing $215,608, or 23.5%, which is primarily due to the
closure of our former tax refund processing program. Savings, NOW, and MMDA accounts averaged $1,000,865 for 2024
compared to $855,946 for 2023, increasing $144,919, or 16.9%, primarily due to deposits associated with the Ohio Home
Buyers Program. Average certificates of deposit increased $381,033 to total an average balance of $959,276 for 2024.
9
The average daily amount of deposits (all in domestic offices) and average rates paid on such deposits is summarized for the
years indicated.
2024
2023
Average
balance
Average
rate paid
Average
balance
Average
rate paid
(Dollars in thousands)
Noninterest-bearing demand deposits
$
701,397
N/A
$
900,124
N/A
Interest-bearing demand deposits
425,423
0.67%
497,512
0.03%
Savings, including Money Market deposit accounts
1,000,865
1.90%
858,551
1.15%
Certificates of deposit, including IRAs
959,276
4.58%
578,032
4.12%
$ 3,086,961
$ 2,834,219
Uninsured deposits at December 31, 2024 and 2023 were $431,713 and $499,429, respectively. Uninsured deposits as of
December 31, 2024 and 2023 are based on estimates and include portions of FDIC-insured deposit accounts that exceed the
insurance limit of $250,000 per separately insured depositor.
Maturities of certificates of deposits and individual retirement accounts (IRAs) of more than $250,000 outstanding at
December 31, 2024 are summarized as follows.
Certificates
of Deposits
Individual
Retirement
Accounts
Total
(Dollars in thousands)
3 months or less
$
42,338
$
1,064
$
43,402
Over 3 through 6 months
25,371
1,309
26,680
Over 6 through 12 months
26,420
2,262
28,682
Over 12 months
26,414
690
27,104
$
120,543
$
5,325
$
125,868
Other borrowings decreased $3,566 from December 31, 2023 to December 31, 2024. Other borrowings decreased due to lower
borrowings at the CLF division.
Civista no longer offers repurchase agreements in the form of sweep accounts to commercial checking account customers, as
of July 2023. These repurchase agreements totaled $0 at December 31, 2024 compared to $0 at December 31, 2023 and $25,143
at December 31, 2022. U.S. Treasury securities and obligations of U.S. government agencies maintained under Civista’s control
were pledged as collateral for the repurchase agreements.
Swap liabilities decreased $843 from December 31, 2023 to December 31, 2024. The decrease is primarily the result of
decreases in the fair value of swap liabilities as compared to December 31, 2023.
Total shareholders’ equity increased $16,500, or 4.4%, during 2024 to $388,502. Shareholders' equity increased due to net
income of $31,683, partially offset by $10,063 of dividends on common shares and $164 of repurchases of common shares as
treasury shares. Additionally, $871 was recognized as stock-based compensation in 2024 in connection with the grant of
restricted common shares. Accumulated other comprehensive loss decreased $5,827 due to a decrease in the fair value of
securities available for sale, net of tax. For further explanation of these items, see Note 1, Note 15 and Note 16 to the
Consolidated Financial Statements. The Company paid $0.64 per common share in dividends in 2024 compared to $0.61 per
common share in dividends in 2023.
Total outstanding common shares at December 31, 2024 were 15,487,667, which increased from 15,695,424 common shares
outstanding at December 31, 2023. Common shares outstanding was impacted by the Company’s repurchase of 8,956 common
shares during 2024 at an average repurchase price of $18.31. The Company repurchased 8,262 common shares pursuant to its
stock repurchase program announced on May 8, 2023, pursuant to which the Company is authorized to repurchase a maximum
aggregate value of $13,500 of the Company’s common shares until May 2, 2024. An additional 694 common shares were
surrendered by officers to the Company to pay taxes upon vesting of restricted shares and 1,518 restricted common shares
previously issued to officers were forfeited and 250,148 restricted shares issued as contingent consideration in the VFG
acquisition were forfeited, as the measurement period expired and required lease thresholds were not met. The repurchase of
common shares was offset by the grant of 42,239 restricted common shares to certain officers in 2024 under the Company’s
2014 Incentive Plan. In addition, 10,626 common shares were issued to Civista directors in 2024 as a retainer payment for
service on the Civista Board of Directors.
10
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 credit losses,
service charges, gains on the sale of assets, other non-interest income, noninterest expense and income taxes.
Comparison of Results of Operations for the Years Ended December 31, 2024 and December 31, 2023
Net Income
The Company’s net income for the year ended December 31, 2024 was $31,683, compared to $42,964 for the year ended
December 31, 2023. The change in net income was the result of the items discussed in the following sections.
Net Interest Income
Net interest income for 2024 was $116,710, a decrease of $8,786, or 7.0%, from 2023. From 2023 to 2024, average interest-
earning assets increased $263,582, which increased interest income by $23,961, while average interest-bearing liabilities
increased $435,723, which increased interest expense by $32,747. 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.
Total interest income increased $23,961 to $206,695 for the year ended December 31, 2024, which was attributable to an
increase of $22,823 in interest and fees on loans. This change was the result of an increase in the average balance of loans,
accompanied by a higher yield on the portfolio. The average balance of loans increased by $262,115, or 9.6%, to $2,984,912
for the year ended December 31, 2024, as compared to $2,722,797 for the year ended December 31, 2023. The loan yield
increased to 6.15% for 2024, from 5.90% in 2023.
Interest on taxable securities increased $921 to $12,639 for the year ended December 31, 2024, compared to $11,718 for the
same period in 2023. The average balance of taxable securities decreased $6,717 to $357,255 for the year ended December
31, 2024, as compared to $363,972 for the year ended December 31, 2023. The yield on taxable securities increased 30 basis
points to 3.18% for 2024, compared to 2.88% for 2023. Interest on tax-exempt securities increased $191 to $9,473 for the year
ended December 31, 2024, compared to $9,282 for the same period in 2023. The average balance of tax-exempt securities
increased $9,155 to $291,833 for the year ended December 31, 2024 as compared to $282,678 for the year ended December
31, 2023. The yield on tax-exempt securities increased 6 basis points to 3.85% for 2024 compared to 3.79% for 2023.
Total interest expense increased $32,747, or 57.2%, to $89,985 for the year ended December 31, 2024, compared to $57,238
for the same period in 2023. The increase in interest expense can be attributed to an increase in the average rate paid,
accompanied by an increase in the average balance of interest-bearing liabilities. For the year ended December 31, 2024, the
average balance of interest-bearing liabilities increased $435,723 to $2,841,378, as compared to $2,405,655 for the year ended
December 31, 2023. Interest incurred on deposits increased by $32,046 to $65,801 for the year ended December 31, 2024,
compared to $33,755 for the same period in 2023. The increase in deposit expense was due to a increase in the average rate
paid, as the average rate paid on demand and savings accounts increased from 0.57% in 2023 to 1.53% in 2024 and the average
rate paid on time deposits increased from 4.51% in 2023 to 4.58% in 2024, which was coupled with an increase in the average
balance of interest-bearing deposits of $450,532 for the year ended December 31, 2024 as compared to the same period in
2023. Interest expense incurred on FHLB advances and subordinated debentures increased 20.7% from 2023. The increase
was due to an increase in the average balance of short-term FHLB balances and subordinated debentures to $341,692 and
$104,017, respectively, accompanied by an increase in rates.
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 43 through 44 for
further analysis of the impact of changes in interest-bearing assets and liabilities on the Company’s net interest income.
11
Provision and Allowance for Credit Losses
The Company’s policy is to maintain the allowance for credit losses at a level sufficient to provide for probable future losses
in the current portfolio. Management believes the analysis of the allowance for credit losses supported a reserve of $39,669 at
December 31, 2024. The Company provides for credit losses through regular provisions to the allowance for credit losses as
necessary. The amount of the provision is affected by loan charge-offs, recoveries and changes in specific and general
allocations required for the allowance for credit losses. A number of factors impact the provisions for credit 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.
Provisions for credit losses totaled $5,364 in 2024, $4,435 in 2023 and $1,752 in 2022. The Company’s provision for credit
losses increased $929 during 2024, as compared to 2023, primarily to support organic loan growth in the portfolio.
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 indivdually evaluated,
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 credit losses.
Management analyzes each individually evaluated commercial and commercial real estate loan relationship 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. Loans held
for sale are excluded from consideration as individually evaluated. Loans are generally moved to nonaccrual status when 90
days or more past due. Individually evaluated loans or portions thereof are charged-off when deemed uncollectible.
Noninterest Income
Noninterest income increased $585, or 1.6%, to $37,748 for the year ended December 31, 2024, from $37,163 for the
comparable 2023 period. The increase was primarily due to increases in net gain on sale of loans and leases of $1,530, lease
revenue and residual income of $1,316, bank owned life insurance of $1,093 and wealth management fees of $752, which were
partially offset by decreases in service charges of $1,092 and the discontinuation of the tax refund processing center.
Net gain on sale of loans and leases increased by $1,530 for 2024, primarily as a result of an increase in volume of loans
sold. During the twelve-months ended December 31, 2024, 530 loans were sold, totaling $123,670. During the twelve-months
ended December 31, 2023, 349 loans were sold, totaling $103,036. Lease revenue and residual income increased due to higher
income from leasing operations at CLF. Bank owned life insurance increased by $1,093, primarily due to the receipt of death
benefits on life insurance policies on two former employees in the amount of $699. Service charges decreased by $1,092 as
the Company eliminated its representment fee and reduced overdraft charges.
Noninterest Expense
Noninterest expense increased $4,909, or 4.6%, to $112,520 for the year ended December 31, 2024, from $107,611 for the
comparable 2023 period. The increase was primarily due to increases in compensation expense of $3,530, FDIC assessments
of $994, professional services of $827 and software expense of $777, partially offset by decreases in equipment expense of
$1,532.
The increase in compensation expense was due to increased payroll and payroll taxes, both related to merit increases, and an
increase in employee insurance. The average full time equivalent ("FTE") employees was 531 at December 31, 2024, relatively
flat from 2023. Software expense increased due to a general increase in legacy software maintenance contracts as well as new
software contracts aimed at improving our ability to detect, deter, and mitigate fraud and fraud related losses. The increase in
FDIC assessments was attributable to higher assessment multipliers charged to Civista. The increase in professional services
was mainly due to utilizing consultants as we transitioned in our new finance team due to several tenured employee departures
in 2024. The decrease in equipment expense was related to operating lease contracts, as our CLF division continues to originate
fewer operating leases coupled with purchasing residual value insurance on those operating leases with a goal of eventually
eliminating depreciation expense related to operating leases.
12
Income Tax Expense
Income tax expense was $4,891 in 2024 compared to $7,649 in 2023. Income tax expense as a percentage of pre-tax income
was 13.4% in 2024 compared to 15.1% in 2023. A lower federal effective tax rate than the statutory rate of 21% in 2024 and
2023 is primarily due to tax-exempt interest income from state and municipal investments, municipal loans, income from BOLI
and low income housing tax credits.
Comparison of Results of Operations for the Years Ended December 31, 2023 and December 31, 2022
A discussion regarding our financial condition and results of operations for the year ended December 31, 2023 and year-to-
year comparisons between 2023 and 2022, which are not included in this Annual Report on Form 10-K, can be found under
"Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and are incorporated by reference herein.
13
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
2024 compared to 2023
Interest income:
Loans
$
15,926
$
6,897
$
22,823
Taxable securities
(308)
1,229
921
Nontaxable securities
40
151
191
Interest-bearing deposits in other banks
(45)
71
26
Total interest income
$
15,613
$
8,348
$
23,961
Interest expense:
Savings and interest-bearing demand accounts
$
413
$
13,751
$
14,164
Certificates of deposit
17,450
432
17,882
Short-term Federal Home Loan Bank advances
3,258
700
3,958
Long-term Federal Home Loan Bank advances
(23)
(1)
(24)
Securities sold under repurchase agreements
(4)
—
(4)
Federal funds purchased
(5)
(1)
(6)
Other borrowings
(5,033)
1,728
(3,305)
Subordinated debentures
7
75
82
Total interest expense
$
16,063
$
16,684
$
32,747
Net interest income
$
(450) $
(8,336) $
(8,786)
2023 compared to 2022
Interest income:
Loans
$
22,820
$
29,882
$
52,702
Taxable securities
1,106
1,489
2,595
Nontaxable securities
896
527
1,423
Interest-bearing deposits in other banks
(1,651)
1,510
(141)
Total interest income
$
23,171
$
33,408
$
56,579
Interest expense:
Savings and interest-bearing demand accounts
$
(70) $
6,317
$
6,247
Certificates of deposit
6,014
17,654
23,668
Short-term Federal Home Loan Bank advances
10,767
1,160
11,927
Long-term Federal Home Loan Bank advances
(710)
266
(444)
Securities sold under repurchase agreements
(6)
(1)
(7)
Federal funds purchased
—
—
—
Other borrowings
5
1,063
1,068
Subordinated debentures
(978)
(194)
(1,172)
Total interest expense
$
15,022
$
26,265
$
41,287
Net interest income
$
8,149
$
7,143
$
15,292
(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.
14
Distribution of Assets, Liabilities and Shareholders’ Equity;
Interest Rates and Interest Differential
The following table sets forth, for the years ended December 31, 2024, 2023 and 2022, the distribution of assets, including
interest amounts and average rates of major categories of interest-earning assets and noninterest-earning assets (Amounts in
thousands):
2024
2023
2022
Assets
Average
balance
Interest
Yield/
rate
Average
balance
Interest
Yield/
rate
Average
balance
Interest
Yield/
rate
Interest-earning assets:
Loans (1)(2)(3)(5)
$
2,984,912
$ 183,578
6.15% $
2,722,797
$ 160,755
5.90% $
2,286,928
$ 108,053
4.72%
Taxable securities (4)
357,255
12,639
3.18%
363,972
11,718
2.88%
341,600
9,123
2.49%
Non-taxable
securities (4)(5)
291,833
9,473
3.85%
282,678
9,282
3.79%
263,981
7,859
3.56%
Interest-bearing
deposits in other
banks
20,580
1,005
4.87%
21,551
979
4.54%
146,849
1,120
0.76%
Total interest
earning assets
3,654,580
206,695
5.62%
3,390,998
182,734
5.35%
3,039,358
126,155
4.16%
Noninterest-earning assets:
Cash and due from
financial institutions
34,494
39,219
84,777
Premises and
equipment, net
52,230
58,456
34,577
Accrued interest
receivable
13,349
11,499
8,650
Intangible assets
134,273
133,626
96,492
Other assets
57,879
63,152
50,765
Bank owned life
insurance
62,349
54,211
50,076
Less allowance for credit
losses
(39,498)
(33,814)
(27,721)
Total
$
3,969,656
$
3,717,347
$
3,336,974
(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 $2,952 in 2024, $2,960 in 2023 and $2,024 in 2022.
(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)
Yield/Rate is calculated using the tax-equivalent adjustment of 21% for 2024, 2023 and 2022.
15
Distribution of Assets, Liabilities and Shareholders’ Equity;
Interest Rates and Interest Differential (Continued)
The following table sets forth, for the years ended December 31, 2024, 2023 and 2022, the distribution of liabilities, including
interest amounts and average rates of major categories of interest-bearing liabilities and shareholders’ equity (Amounts in
thousands):
2024
2023
2022
Liabilities and
Shareholders’ Equity
Average
balance
Interest
Yield/
rate
Average
balance
Interest
Yield/
rate
Average
balance
Interest
Yield/
rate
Interest-bearing liabilities:
Savings and
interest-bearing
demand accounts
$
1,426,288
$ 21,853
1.53% $
1,356,789
$
7,689
0.57% $
1,423,134
$
1,442
0.01%
Time deposits
959,276
43,948
4.58%
578,243
26,066
4.51%
253,399
2,398
0.95%
Short-term Federal Home Loan
Bank
advances
341,692
18,451
5.39%
280,887
14,493
5.16%
66,875
2,566
3.84%
Long-term Federal Home Loan
Bank
advances
1,892
42
2.22%
2,909
66
2.27%
45,325
510
1.13%
Other borrowings
8,076
753
9.32%
74,025
4,058
5.48%
91,848
5,243
5.70%
Securities sold under
repurchase agreements
—
—
—
8,685
4
0.05%
22,293
11
0.05%
Federal funds purchased
137
7
5.11%
244
13
5.33%
137
6
4.38%
Subordinated debentures
104,017
4,931
4.74%
103,873
4,849
4.67%
103,741
3,781
3.64%
Total interest-bearing
liabilities
2,841,378
89,985
3.17%
2,405,655
57,238
2.38%
2,006,752
15,957
0.79%
Noninterest-bearing
liabilities:
Demand deposits
701,397
917,005
937,890
Other liabilities
49,522
50,963
76,189
750,919
967,968
1,014,079
Shareholders’ equity
377,359
343,724
316,143
Total
$
3,969,656
$
3,717,347
$
3,336,974
Net interest income and
interest rate spread (1)
$ 116,710
2.45%
$ 125,496
2.97%
$ 110,198
3.37%
Net interest margin (2)
3.21%
3.70%
3.65%
(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.
16
Liquidity and Capital Resources
Civista maintains a conservative liquidity position. All securities, with the exception of equity securities, are classified as
available for sale. At December 31, 2024, securities with maturities of one year or less totaled $3,227, or 0.5% of the total
securities 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.
Net cash provided by operating activities was $48,246, $62,698 and $25,183 for 2024, 2023 and 2022, respectively. The
primary additions to cash from operating activities are from net income, adjusted for amortization of intangible assets,
amortization of securities net of accretion, the provision for credit losses, depreciation and proceeds from sale of loans. The
primary use of cash from operating activities is from loans originated for sale. Net cash used for investing activities was
$258,801, $311,784 and $410,364 in 2024, 2023 and 2022, respectively, principally reflecting our loan and investment security
activities. Deposits, borrowings, and cash dividends paid to shareholders' comprised most of our financing activities, which
resulted in net cash provided of $213,304, $266,131 and $164,303 in 2024, 2023 and 2022, respectively.
Future loan demand of Civista can be funded by increases in deposit accounts, proceeds from payments on existing loans, the
maturity of securities 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, 2024, Civista had total credit
availability with the FHLB of $839,034, of which $370,133 was available.
On a separate entity basis, CBI’s primary source of funds is dividends paid by its subsidiaries, primarily by Civista. Generally,
subject to applicable minimum capital requirements, Civista may declare and pay a dividend without the approval of the Federal
Reserve Bank of Cleveland (the “Federal Reserve Bank”) and the ODFI, 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,
2024, Civista was able to pay approximately $51,007 of dividends to CBI without obtaining regulatory approval. During 2024,
Civista paid dividends totaling $20,300 to CBI. This represented approximately 57 percent of Civista’s earnings for the year.
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 may 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 “Item 7A. Quantitative and Qualitative Disclosures
about Market Risk” section below.
Capital Adequacy
Shareholders’ equity totaled $388,502 at December 31, 2024 compared to $372,002 at December 31, 2023. The increase in
shareholders’ equity resulted primarily from net income of $31,683, which was partially offset by dividends on common shares
of $10,063 and a decrease in the fair value of securities available for sale, net of tax, of $5,827.
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 other required capital ratios, the BASEL III rules also require the Company to
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.
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 credit losses, subject to certain 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).
17
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.
The BASEL III 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 at least 2.5 percent composed of CET1 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.
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.
However, 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, 2024 and 2023 in Note 17 to the
Consolidated Financial Statements. The fair value of loans at December 31, 2024 was 96.0% of the carrying value compared
to 94.9% at December 31, 2023. The fair value of time deposits at December 31, 2024 was 100.4% of the carrying value
compared to 99.8% at December 31, 2023. Changes in fair value were primarily due to changes in the discount values used to
measure fair value.
18
Item 7A. 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 OCC and FDIC, 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.
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 and
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 refinance 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.
19
The following table provides information about the Company’s financial instruments that were sensitive to changes in interest
rates as of December 31, 2024 and 2023, based on certain prepayment and account decay assumptions that management
believes are reasonable. Although the Company had derivative financial instruments as of December 31, 2024 and 2023, 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 22 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, 2024
December 31, 2023
Change in
Rates
Dollar
Amount
Dollar
Change
Percent
Change
Dollar
Amount
Dollar
Change
Percent
Change
+400bp
$
649,236
$
46,009
7.63% $
592,847
$
(14,886)
-2.45%
+300bp
640,723
37,496
6.22%
598,468
(9,265)
-1.52%
+200bp
630,945
27,718
4.59%
603,656
(4,077)
-0.67%
+100bp
620,021
16,794
2.78%
608,399
666
0.11%
Base
603,227
—
0.00%
607,733
—
0.00%
-100bp
584,528
(18,699)
-3.10%
605,047
(2,686)
-0.44%
-200bp
556,163
(47,064)
-7.80%
591,305
(16,428)
-2.70%
-300bp
530,688
(72,539)
-12.03%
583,229
(24,504)
-4.03%
-400bp
593,087
(10,140)
-1.68%
653,870
46,137
7.59%
The change in net portfolio value from December 31, 2023 to December 31, 2024, can be attributed to a couple of factors. The
yield curve has steepened since the end of 2023. Additionally, both the volume and mix of assets and funding sources has
changed. The volume of loans has increased, and the asset mix remains centered on loans. The volume of certificates of deposit
has increased and both non-maturing deposits and borrowed money have increased. The volume and mix shifts from the end
of the year contributed to an increase in the base net portfolio value. Beyond the change in the base level of net portfolio value,
projected movements in rates, up or down, would also lead to changes in market values. A 400 basis point change in the rates
up scenario would lead to a slightly larger decrease in the market value of liabilities than assets. Accordingly, we see an increase
in the net portfolio value. A 400 basis points change in the rates down scenario would lead to a larger increase in the market
value of liabilities than in assets, leading to a decrease in the net portfolio value.
Critical Accounting Policies
Allowance for Credit losses: The allowance for credit 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 evaluated 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 the Allowance for Credit
losses.
20
Goodwill: The Company accounts for business combinations using the acquisition method of accounting. Accordingly, the
identifiable assets acquired and the liabilities assumed are recorded at their estimated fair values as of the date of acquisition
with any excess of the cost of the acquisition over the fair value recorded as goodwill. The Company performs an evaluation
of goodwill for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset
might be impaired. The evaluation for impairment involves comparing the current estimated fair value of the Company to its
carrying value. If the current estimated fair value exceeds the carrying value, no additional testing is required and an impairment
loss is not recorded. If the estimated fair value is less than the carrying value, further valuation procedures are performed that
could result in impairment of goodwill being recorded. Management estimated the fair value of the Reporting Unit as of the
measurement date utilizing four valuation approaches: the comparable transactions approach, the control premium approach,
the public market peers control premium approach and the discounted cash flow approach.
These approaches were all
considered in reaching a conclusion on fair value. The estimated fair value of the Reporting Unit was then compared to the
current carrying value to determine if impairment had occurred.
It is our opinion that, as of the November 30, 2024
measurement date, the aggregate fair value of the Reporting Unit exceeds the carrying value of the Reporting Unit. Therefore
management concluded that goodwill was not impaired and made no adjustment in 2024.
Income Taxes: Management’s determination of the realization of net deferred tax assets is based upon management’s judgment
of various future events and uncertainties, including the timing and amount of future income, as well as the implementation of
various tax planning strategies to maximize realization of the deferred tax assets. A valuation allowance is provided when it is
more likely than not that some portion of the deferred tax asset will not be realized.
Management analyzes material tax positions taken in any income tax return for any tax jurisdiction and determines the
likelihood of the positions being sustained in a tax examination. A tax position is recognized as a benefit only if it is “more
likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur.
The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination.
For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.
Available for Sale (“AFS”) Debt Securities: For AFS securities in an unrealized loss position, management assesses whether
(i) we intend to sell, or (ii) it is more likely than not that we will be required to sell the security before recovery of its amortized
cost basis. If either case is affirmative, any previously recognized allowances are charged-off and the security's amortized cost
is written down to fair value through income. If neither case is affirmative, the security is evaluated to determine whether the
decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the
extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency and any
adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists,
the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the
security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and
an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized
cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other
comprehensive income. Adjustments to the allowance are reported in our income statement as a component of credit loss
expense. AFS securities are charged-off against the allowance or, in the absence of any allowance, written down through
income when deemed uncollectible by management or when either of the aforementioned criteria regarding intent or
requirement to sell is met.
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.”
Derivative Financial Instruments: In the ordinary course of business, the Company enters into derivative financial instruments
in connection with its asset/liability management activities and to accommodate the needs of its customers. Derivative financial
instruments are stated at fair value on the Consolidated Statement of Conditions with changes in fair value reposted in current
earnings.
21
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, 2024, 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, 2024, its system of internal control over financial
reporting is effective and meets the criteria of the “2013 Internal Control – Integrated Framework”. Plante & Moran,
PLLC, 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, 2024.
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, 2024.
Dennis G. Shaffer
Ian Whinnem
President and Chief Executive Officer
Senior Vice President, Chief Financial Officer
Sandusky, Ohio
March 10, 2025
22
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors
Civista Bancshares, Inc.
Sandusky, Ohio
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Civista Bancshares, Inc. (the “Company”) as of
December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), changes in
shareholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred
to as the “consolidated financial statements”). In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results
of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles
generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on
criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") and our report dated March 10, 2025, expressed an unqualified
opinion thereon.
Basis for Opinion
The Company's management is responsible for these consolidated financial statements. Our responsibility is to express
an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that
our audits provide a reasonable basis for our opinion.
Critical Audit Matters12F
The critical audit matter communicated below is a matter arising from the current-period audit of the consolidated
financial statements that were communicated or required to be communicated to the audit committee and that: (1)
relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way
our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter
below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Allowance for Credit Losses on Collectively Evaluated Loans - Refer to Notes 1 and 5 o the Consolidated
Financial Statements
Critical Audit Matter Description
As described in Notes 1 and 5 to the consolidated financial statements, management's estimate of the allowance for
credit losses ("ACL"), includes a reserve on collectively evaluated loans. The reserve on collectively evaluated loans
is calculated using a discounted cash flow method for all loan segments to estimate expected losses. Cash flow
projections are generated at the instrument level with probability of default and loss given default based on the
historical loss experience of a selected peer group over a defined lookback period and the correlation of that loss
experience to selected economic variables over a reasonable and supportable forecast period and further adjusted for
qualitative factors to address the impact of internal and external information both specific to the institution and the
environment that are not already captured in the quantitative calculation. Significant assumptions in management's
estimate of the reserve on collectively evaluated loans include (i) peer group selection. (ii) the lookback period, (iii)
selection of loss drivers, and (iv) qualitative factor adjustments.
23
Significant judgment was required by management in the selection and application of subjective assumptions.
Accordingly, performing audit procedures to evaluate the Company's estimated ACL involved a high degree of auditor
judgment and required significant effort, including the involvement of professionals with specialized skill and
knowledge.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company's estimate of the ACL included, but were not limited to, the following:
•
We tested the design and operating effectiveness of management's controls over the determination of the
current quantitative assumptions and qualitative factor adjustments.
•
We tested management's process for determining reserves on collectively evaluated loan including:
Evaluation of the appropriateness of management's methodology.
Testing of completeness and accuracy of data utilized by management.
Evaluation of the relevance and reliability of information used by management in the development
of the estimate.
Evaluation of the reasonableness of significant assumptions used in the estimate, including
consideration of whether the adjustments applied were reasonable given portfolio composition;
relevant external factors, including economic conditions; and consideration of historical or recent
experience and conditions and events affecting the Company.
Plante & Moran, PLLC
We have served as the Company’s auditor since 2024.
Auburn Hills, Michigan
March 10, 2025
24
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors
Civista Bancshares, Inc.
Sandusky, Ohio
Opinion on the Internal Control over Financial Reporting
We have audited the internal control over financial reporting as of December 31, 2024 of Civista Bancshares, Inc. (the
"Company"), based on criteria established in Internal Control – Integrated Framework: (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (the "COSO framework"). In our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of December 31,
2024, based on criteria established in the COSO framework.
We also have audited the accompanying consolidated balance sheet of the Company as of December 31, 2024, the
related consolidated statements of operations, comprehensive income (loss), changes in shareholders' equity, and cash
flows for the year ended December 31, 2024, and the related notes (collectively referred to as the "consolidated
financial statements"), in accordance with the standards of the Public Company Accounting Oversight Board (United
States) ("PCAOB"). Our report dated March 10, 2025, expresses an unqualified opinion thereon.
Basis for Opinion
The Company’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 Report
by Civista Bancshares, Inc.'s management 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 are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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 of internal control over financial reporting 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.
Definitions and Limitations of Internal Control over Financial Reporting
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 reliable 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 (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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.
25
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.
Plante & Moran, PLLC
We have served as the Company's auditor since 2024.
Auburn Hills, Michigan
March 10, 2025
26
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders, Board of Directors, and Audit Committee
Civista Bancshares, Inc.
Sandusky, Ohio
Opinion on the Consolidated Financial Statements
We have audited, before the effects of the adjustments to retrospectively apply the change in accounting described
in Notes 1 and Note 26 due to the adoption of Accounting Standards Update 2023-07, Segment Reporting (Topic
280): Improvements to Reportable Segment Disclosures, the accompanying consolidated balance sheets of Civista
Bancshares, Inc. (the “Company”) as of December 31, 2023, the related consolidated statements of operations,
comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the years in the two-year
period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In
our opinion, the consolidated financial statements, before the effects of the adjustments to retrospectively apply the
change in accounting described in Notes 1 and 26, referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for
each of the years in the two- year period ended December 31, 2023, in conformity with accounting principles
generally accepted in the United States of America.
We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the
change in accounting described in Notes 1 and 26 and, accordingly, we do not express an opinion or any other form
of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments
were audited by Plante & Moran PLLC.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023,
based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated March 14, 2024, expressed an
unqualified opinion thereon.
Change in Accounting Principle
As discussed in Notes 1 and 5 to the consolidated financial statements, the Company changed its method of
accounting for the allowance for credit losses as of January 1, 2023 due to the adoption of Accounting Standards
Update No. 2016-13, which established Accounting Standards Codification Topic 326, Financial Instruments -
Credit Losses.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on the Company’s financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud.
27
Our audits included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis
for our opinion.
/s/ Forvis Mazars, LLP
We served as the Company’s auditor from 2021 to 2024.
Cincinnati, Ohio
March 14, 2024
28
This page intentionally left blank.
29
CIVISTA BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
December 31, 2024 and 2023
(Amounts in thousands, except share data)
2024
2023
ASSETS
Cash and due from financial institutions
$
63,155
$
60,406
Cash and cash equivalents
63,155
60,406
Investments in time deposits
1,450
1,225
Securities available for sale
648,067
618,272
Equity securities
2,421
2,169
Loans held for sale
665
1,725
Loans, net of allowance of $39,669 and $37,160
3,041,561
2,824,568
Other securities
30,352
29,998
Premises and equipment, net
47,166
56,769
Accrued interest receivable
13,453
12,819
Goodwill
125,520
125,520
Other intangible assets
7,883
9,508
Bank owned life insurance
62,783
61,335
Swap assets
5,308
12,481
Deferred taxes
21,681
18,357
Other assets
27,004
26,266
Total assets
$
4,098,469
$
3,861,418
LIABILITIES
Deposits
Noninterest-bearing
$
695,094
$
771,699
Interest-bearing
2,516,776
2,213,329
Total deposits
3,211,870
2,985,028
Short-term Federal Home Loan Bank advances
339,000
338,000
Long-term Federal Home Loan Bank advances
1,501
2,392
Subordinated debentures, net
104,089
103,943
Other borrowings
6,293
9,859
Swap liabilities
11,638
12,481
Accrued expenses and other liabilities
35,576
37,713
Total liabilities
3,709,967
3,489,416
SHAREHOLDERS’ EQUITY
Common stock, no par value, 40,000,000 shares authorized, 19,340,021
shares issued at December 31, 2024 and 19,288,674 shares issued at
December 31, 2023
312,037
311,166
Accumulated earnings
205,408
183,788
Treasury stock, 3,852,354 common shares at December 31, 2024 and
3,593,250 common shares at December 31, 2023, at cost
(75,586)
(75,422)
Accumulated other comprehensive loss
(53,357)
(47,530)
Total shareholders’ equity
388,502
372,002
Total liabilities and shareholders’ equity
$
4,098,469
$
3,861,418
30
CIVISTA BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 2024, 2023 and 2022
(Amounts in thousands, except per share data)
2024
2023
2022
Interest and dividend income
Loans, including fees
$
183,578
$
160,755
$
108,053
Taxable securities
12,639
11,718
9,123
Tax-exempt securities
9,473
9,282
7,859
Federal funds sold and other
1,005
979
1,120
Total interest and dividend income
206,695
182,734
126,155
Interest expense
Deposits
65,801
33,755
3,840
Federal Home Loan Bank advances
18,493
14,559
3,076
Subordinated debentures
4,931
4,849
3,781
Securities sold under agreements to repurchase and other
760
4,075
5,254
Total interest expense
89,985
57,238
15,951
Net interest income
116,710
125,496
110,204
Provision for credit losses
5,364
4,435
1,752
Net interest income after provision for credit losses
111,346
121,061
108,452
Noninterest income
Service charges
6,114
7,206
7,074
Net gain on sale of securities
33
0
10
Net gain (loss) on equity securities
252
(21)
118
Net gain on sale of loans and leases
4,438
2,908
3,397
ATM/Interchange fees
5,841
5,880
5,499
Wealth management fees
5,519
4,767
4,902
Lease revenue & residual income
8,911
7,595
2,310
Bank owned life insurance
2,205
1,112
984
Tax refund processing fees
—
2,375
2,375
Swap fees
232
673
247
Other
4,203
4,668
2,160
Total noninterest income
37,748
37,163
29,076
Noninterest expense
Compensation expense
61,821
58,291
51,061
Net occupancy expense
5,097
5,395
4,701
Equipment expense
9,553
11,085
5,070
Contracted data processing
2,248
2,242
2,788
FDIC Assessment
2,631
1,637
797
State franchise tax
2,052
2,026
1,975
Professional services
5,779
4,952
5,388
Amortization of core deposit intangibles
1,484
1,579
1,296
ATM/Interchange expense
2,544
2,420
2,248
Marketing expense
2,088
1,352
1,513
Software maintenance expenses
4,944
4,167
3,433
Other operating expenses
12,279
12,465
10,223
Total noninterest expense
112,520
107,611
90,493
Income before income taxes
36,574
50,613
47,035
Income taxes
4,891
7,649
7,608
Net income
31,683
42,964
39,427
Net income available to common shareholders
$
31,683
$
42,964
$
39,427
Earnings per common share, basic
$
2.01
$
2.73
$
2.60
Earnings per common share, diluted
$
2.01
$
2.73
$
2.60
31
CIVISTA BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years ended December 31, 2024, 2023 and 2022
(Amounts in thousands)
2024
2023
2022
Net income
$
31,683
$
42,964
$
39,427
Other comprehensive income (loss):
Unrealized holding gains (loss) on available for sale securities
(7,338)
12,330
(85,517)
Tax effect
1,537
(2,583)
18,079
Reclassification of gains recognized in net income
(33)
—
(10)
Tax effect
7
—
2
Pension liability adjustment
—
972
736
Tax effect
—
(204)
(155)
Reclassification of actuarial gain recognized in net income
—
—
—
Tax effect
—
—
—
Total other comprehensive income (loss)
(5,827)
10,515
(66,865)
Comprehensive income (loss)
$
25,856
$
53,479
$
(27,438)
32
CIVISTA BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Years ended December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
Common Shares
Accumulated
Treasury
Accumulated
Other
Comprehensive
Total
Shareholders’
Shares
Amount
Earnings
Stock
Income (Loss)
Equity
Balance, December 31, 2021
14,954,200
$
277,741
$
125,558
$
(56,907) $
8,820
$
355,212
Net income
—
—
39,427
—
—
39,427
Other comprehensive income
—
—
—
—
(66,865)
(66,865)
Stock-based compensation
36,461
819
—
—
—
819
Common share dividends ($0.56 per share)
—
—
(8,493)
—
—
(8,493)
Stock issued for acquisition of Comunibanc
Corp.
984,723
21,122
—
—
—
21,122
Stock issued for acquisition of Vision
Financial Group, Inc.
500,293
10,500
—
—
—
10,500
Repurchase of common stock
(747,443)
—
—
(16,887)
—
(16,887)
Balance, December 31, 2022
15,728,234
$
310,182
$
156,492
$
(73,794) $
(58,045) $
334,835
Cumulative-effect adjustment for adoption
of ASC 326
—
—
(6,069)
—
—
(6,069)
Balance January 1, 2023
15,728,234
$ 310,182
$
150,423
$
(73,794) $
(58,045) $
328,766
Net income
—
—
42,964
—
—
42,964
Other comprehensive income
—
—
—
—
10,515
10,515
Stock-based compensation
57,613
984
—
—
—
984
Common share dividends ($0.61 per share)
—
—
(9,599)
—
—
(9,599)
Repurchase of common stock
(90,423)
—
—
(1,628)
—
(1,628)
Balance, December 31, 2023
15,695,424
$
311,166
$
183,788
$
(75,422) $
(47,530) $
372,002
Net income
—
—
31,683
—
—
31,683
Other comprehensive income
—
—
—
—
(5,827)
(5,827)
Stock-based compensation
51,347
871
—
—
—
871
Common share dividends ($0.64 per share)
—
—
(10,063)
—
—
(10,063)
Forfeited contingent consideration
(250,148)
—
—
—
—
—
Repurchase of common stock
(8,956)
—
—
(164)
—
(164)
Balance, December 31, 2024
15,487,667
$
312,037
$
205,408
$
(75,586) $
(53,357) $
388,502
33
CIVISTA BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 2024, 2023 and 2022
(Amounts in thousands)
2024
2023
2022
Cash flows from operating activities:
Net income
$
31,683
$
42,964
$
39,427
Adjustments to reconcile net income to net cash from
operating activities
Time deposits amortization
—
7
8
Security amortization, net
962
468
1,607
Depreciation
9,545
10,760
4,456
Amortization of core deposit intangible
1,484
1,579
1,296
Accretion of net deferred loan fees and purchase discounts
(1,166)
(1,299)
(2,859)
Loss (gain) on sale of fixed assets
5
(82)
—
Net gain on sale of OREO properties
(255)
—
—
Net gain on sale of securities
(33)
—
(10)
Net (gain) loss on equity securities
(252)
21
(118)
Provision for credit losses
5,364
4,435
1,752
Loans and leases originated for sale
(161,094)
(101,170)
(126,507)
Proceeds from sale of loans and leases
166,592
103,036
131,193
Net gain on sale of loans and leases
(4,438)
(2,908)
(3,397)
Increase in cash surrender value of bank owned life insurance
(2,205)
(1,112)
(984)
Share-based compensation
871
984
819
Deferred taxes
(1,853)
(675)
483
Change in:
Accrued interest payable
(7)
8,858
302
Accrued interest receivable
(634)
(1,641)
(2,049)
Cash collateral posted by derivative counterparties
6,330
—
—
Other, net
(2,653)
(1,527)
(20,236)
Net cash provided by operating activities
48,246
62,698
25,183
Cash flows used for investing activities:
Investments in time securities
Maturities
490
245
1,312
Purchases
(715)
—
(245)
Securities available for sale
Maturities, prepayments and calls
31,235
23,138
49,276
Sales
2,994
—
57,332
Purchases
(72,324)
(14,146)
(128,860)
Purchases of other securities
(14,179)
(32,311)
(16,646)
Redemption of other securities
13,825
35,898
1,625
Purchase of equity securities
—
—
(1,000)
Purchases of bank owned life insurance
(1,315)
(7,000)
—
Proceeds from bank owned life insurance
2,072
320
—
Net change in loans
(221,253)
(314,499)
(315,190)
Proceeds from sale of OREO properties
316
—
—
Acquisitions, net of cash
—
—
(51,643)
Premises and equipment purchases
(4,186)
(3,429)
(6,508)
Disposal of premises and equipment
4,239
—
183
Net cash used in investing activities
(258,801)
(311,784)
(410,364)
34
CIVISTA BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Years ended December 31, 2023, 2022 and 2021
(Amounts in thousands)
2024
2023
2022
Cash flows from financing activities:
Increase (decrease) in deposits
226,842
365,044
(67,911)
Net change in short-term FHLB advances
1,000
(1,186)
393,700
Repayment of long-term FHLB advances
(891)
(55,700)
(93,128)
Change in other borrowings
(3,420)
(5,657)
(42,626)
Increase (decrease) in securities sold under repurchase agreements
—
(25,143)
(352)
Repurchase of common stock
(164)
(1,628)
(16,887)
Cash dividends paid
(10,063)
(9,599)
(8,493)
Net cash provided by financing activities
213,304
266,131
164,303
Increase (decrease) in cash and due from financial institutions
2,749
17,045
(220,878)
Cash and cash equivalents at beginning of year
60,406
43,361
264,239
Cash and cash equivalents at end of year
$
63,155
$
60,406
$
43,361
Supplemental disclosures of cash flow information:
Interest paid
$
89,992
$
48,380
$
10,696
Income taxes paid
4,886
9,510
3,145
Transfer of loans from portfolio to other real estate owned
61
—
—
Securities purchased not settled
500
—
1,338
The Company purchased all of the capital stock of Comunibanc
Corp. for $46,090 on July 1, 2022. In conjunction with the
acquisition, liabilities were assumed as follows:
Fair value of assets acquired
$
340,649
Less: common stock issued
21,122
Less: cash paid for the capital
24,968
Liabilities assumed
$
294,559
The Company purchased all of the capital stock of Vision
Financial Group for $46,544 on October 1, 2022. In
conjunction with the acquisition, liabilities were assumed
as follows:
Fair value of assets acquired
$
126,852
Less: common stock issued
10,500
Less: cash paid for the capital
36,044
Liabilities assumed
$
80,308
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
35
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 Consolidated 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 direct and indirect subsidiaries: Civista Bank (“Civista”), First Citizens
Insurance Agency, Inc. (“FCIA”), Water Street Properties, Inc. (“WSP”), CIVB Risk Management, Inc. (“CRMI”), and First
Citizens Investments, Inc. (“FCI”). The above companies together are sometimes referred to as the “Company”. Intercompany
balances and transactions are eliminated in consolidation.
Civista provides financial services through its offices in the Ohio counties of Erie, Crawford, Champaign, Cuyahoga, Franklin,
Logan, Summit, Huron, Ottawa, Madison, Montgomery, Henry, Wood and Richland, in the Indiana counties of Dearborn and
Ripley and in the Kentucky county of Kenton. 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.
Civista Leasing and Finance ("CLF"), formerly known as Vision Financial Group, Inc. ("VFG") was acquired in the fourth
quarter of 2022 as a wholly owned subsidiary of Civista. Effective as of August 31, 2023, VFG was merged with and into
Civista, and CLF is now operated as a full-service general equipment leasing and financing division of Civista. The operations
of CLF are located in Pittsburgh, Pennsylvania.
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% of total revenue for each of the years ended December 31, 2024,
2023 and 2022. WSP was formed to hold repossessed assets of CBI’s subsidiaries. WSP revenue was less than 1% of total
revenue for each of the years ended December 31, 2024, 2023 and 2022. CRMI was formed in 2017 to provide property and
casualty insurance coverage to CBI and its subsidiaries for which insurance may not be currently available or economically
feasible in the insurance marketplace.
CRMI revenue was less than 1% of total revenue for each of the years ended
December 31, 2024, 2023 and 2022.
FCI is wholly-owned by Civista and holds and manages its securities portfolio. The
operations of FCI are located in Wilmington, Delaware.
Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United
States of America ("GAAP"), 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 credit losses, determination of goodwill impairment, and fair value measurements of financial
instruments 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. The Company
routinely maintains balances that exceed FDIC insured limits but believes the risk of loss is very low with respect to such
deposits.
Investments in time deposits: Investments in time deposits include certificates of deposit held in other financial institutions that
mature over the next two years and are carried at cost.
Securities available for sale: Debt securities are classified as available for sale when they might be sold before maturity.
Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive
income, net of tax.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
36
Interest income includes amortization of purchase premium and accretion of discount. Discounts are accreted into interest
income over the estimated life of the related security and premiums are amortized into income to the earlier of the call date or
estimated life of the related security using the level yield method without anticipated prepayments, except for mortgage backed
securities where prepayments are anticipated. Realized gains and losses on sales of securities, which are reported in net gain
on sale of securities on the Consolidated Statements of Operations, are recognized on the trade date and determined using the
specific identification method.
Equity securities: Equity securities are held at fair value. Holding gains and losses are recorded as noninterest income and
reported in net gain (loss) on equity securities in the Consolidated Statements of Operations. Dividends are recognized as
income when earned.
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 fair value, as determined by
outstanding commitments from investors. Net unrealized losses, if any, are recorded as a valuation allowance and charged to
earnings. Mortgage loans held for sale are generally sold with servicing rights retained. Gains and losses on sales of mortgage
loans are based on the difference between the selling price and the carrying value of the related mortgage loan sold, which is
reduced by the cost allocated to the servicing right.
Loans and leases: 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 premium and discounts associated with acquisition date fair values on
acquired loans, deferred loan fees and costs, any direct principal charge-offs, and an allowance for credit 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.
The Company provides financing leases for the purchase of business equipment. At the inception of each lease, the lease
receivables, together with the present value of the estimated unguaranteed residual values, are recorded as lease receivables
within loans in the consolidated financial statements. Direct financing leases are carried at the aggregate of lease payments
plus estimated residual value of the leased property, net of unamortized deferred lease origination fees and costs and unearned
income. Only those costs incurred as a direct result of closing a lease transaction are capitalized and all initial direct costs are
expensed immediately. Interest income on direct financing leases is recognized over the term of the lease to achieve a constant
periodic rate of return on the outstanding investment.
Allowance for Credit Losses: On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13,
Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments ("ASU 2016-
13"). ASU 2016-13 introduces a new credit loss methodology, Current Expected Credit Losses ("CECL"), which requires
earlier recognition of credit losses, while also providing additional transparency about credit risk. ASU 2016-13 amends
guidance on reporting credit losses for financial assets held at amortized cost basis and available for sale debt securities. ASU
2016-13 eliminates the probable initial recognition threshold previously required under GAAP and instead, requires an entity
to reflect its current estimate of all expected credit losses based on historical experience, current conditions and reasonable and
supportable forecasts. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of
the financial assets to present the net amount expected to be collected. ASU 2016-13 also expands the disclosure requirements
regarding an entity’s assumptions, models, and methods for estimating the reserve for credit losses. In addition, entities need
to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of
origination.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
37
The Company adopted Accounting Standards Certification ("ASC") 326 using the modified retrospective method for all
financial assets measured at amortized cost and off-balance sheet credit exposures. Results for the periods beginning after
January 1, 2023 are presented under Accounting Standards Codification (“ASC”) 326 while prior period amounts continue to
be reported in accordance with previously applicable GAAP. The Company adopted ASC 326 using the prospective transition
approach for purchased credit deteriorated ("PCD") financial assets that were previously classified as purchased credit impaired
("PCI") and accounted for under ASC 310-30. In accordance with ASC 326, management did not reassess whether PCI assets
met the criteria of PCD assets as of the date of adoption. On January 1, 2023, the amortized cost basis of the PCD assets was
adjusted to reflect the addition of $1,668 to the allowance for credit losses. The remaining noncredit discount (based on the
adjusted amortized cost basis) will be accreted into interest income at the effective interest rate as of January 1, 2023. The
adoption of CECL resulted in an increase to our total allowance for credit losses (“ACL”) on loans held for investment of $4.3
million, an increase in allowance for credit losses on unfunded loan commitments of $3.4 million, a reclassification of PCI
discount from loans to the ACL of $1.7 million, and an increase in deferred tax asset of $1.6 million. The Company also
recorded a net reduction of retained earnings of $6.1 million upon adoption.
The allowance for credit losses is evaluated on a regular basis and established through charges to earnings in the form of a
provision for credit losses. When a loan or portion of a loan is determined to be uncollectible, the portion deemed uncollectible
is charged against the allowance and subsequent recoveries, if any, are credited to the allowance. This evaluation is inherently
subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
Portfolio Segmentation (“Pooled Loans”)
Portfolio segmentation is defined as the pooling of loans based upon similar risk characteristics such that quantitative
methodologies and qualitative adjustment factors for estimating the allowance for credit losses are constructed for each
segment. The Company has identified nine portfolio segments of loans including Commercial & Agriculture, Commercial Real
Estate – Owner Occupied, Commercial Real Estate – Non-Owner Occupied, Residential Real Estate, Real Estate Construction,
Home Equity Line of Credit, Farm Real Estate, Lease Financing Receivable and Consumer and Other Loans.
The allowance for credit losses for Pooled Loans is estimated based upon periodic review of the collectability of the loans
quantitatively correlating historical loan experience with reasonable and supportable forecasts using forward looking
information. The Company utilized a discounted cash flow ("DCF") method to estimate the quantitative portion of the
allowance for credit losses for loans evaluated on a collective pooled basis. For each segment, a loss driver analysis ("LDA")
was performed in order to identify appropriate loss drivers and create a regression model for use in forecasting cash flows. The
LDA utilized the Company’s own Federal Financial Institutions Examination Council’s (“FFIEC”) Call Report data for all
segments except indirect auto and all new and unknown values. Peer data was incorporated into the analysis for all segments
except indirect auto and all new and unknown values. The Company uses regression analysis to determine suitable loss drivers
to utilize when modeling lifetime probability of default and loss given default for the changes in the economic factors for the
loss driver segments. The identified loss drivers for all segments as of December 31, 2024 are national unemployment rate and
national gross domestic product growth. Peer data is utilized in our model as more statistically supportable data. The Company
uses actual loss data for the lease portfolio due to a lack of appropriate peer leasing data to forecast loss drivers.
Key inputs into the DCF model include loan-level detail, including the amortized cost basis of individual loans, payment
structure, loss history, and forecasted loss drivers. The Company uses the central tendency midpoint seasonally adjusted
forecasts from the Federal Open Market Committee ("FOMC"). Other key assumptions include the probability of default
("PD"), loss given default (LGD), and prepayment/curtailment rates. When possible, the Company utilizes its own PDs for the
reasonable and supportable forecast period. When it is not possible to use the Company’s own PDs, the LDA is utilized to
determine PDs based on the forecasted economic factors. In all cases, the LDA is then utilized to determine the long-term
historical average, which is reached over the reversion period. When possible, the Company utilizes its own LGDs for the
reasonable and supportable forecast period. When it is not possible to use the Company’s own LGDs, the LGD is derived
using a method referred to as Frye Jacobs. The Frye Jacobs method is a mathematical formula that traces the relationship
between LGD and PD over time and projects the LGD based on the level of PD forecasted. In all cases, the Frye Jacobs method
is utilized to calculate LGDs during the reversion period and long-term historical average. Prepayment and curtailment rates
were calculated based on the Company’s own data utilizing a one-year average. When the discounted cash flow method is
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
38
used to determine the allowance for credit losses, management incorporates expected prepayments to determine the effective
interest rate utilized to discount expected cash flow.
Adjustments to the quantitative evaluation may be made to account for differences in current or expected qualitative risk
characteristics such as changes in: (i) lending policies and procedures; (ii) experience and depth of lending and management
staff; (iii) quality of credit review system; (iv) nature and volume of portfolio; (v) past due, classified and non accrual loans;
(vi) economic and business conditions; (vii) competition or legal and regulatory requirements; (viii) concentrations within the
portfolio; (ix) underlying collateral for collateral dependent loans.
Purchased Credit Deteriorated ("PCD") Loans
The Company has purchased loans, some of which have shown evidence of credit deterioration since origination. Upon
adoption of ASC 326, the Company elected to maintain pools of loans that were previously accounted for under ASC 310-30
and will continue to account for these pools as a unit of account. Loans are only removed from the existing pools if they are
written off, paid off, or sold. Upon adoption of ASC 326, the allowance for credit losses was determined for each pool and
added to the pool's carrying amount to establish a new amortized
cost basis. The difference between the unpaid principal balance of the pool and the new amortized cost basis is the noncredit
premium or discount which will be amortized into interest income over the remaining life of the pool. Changes to the allowance
for credit losses after adoption are recorded through provision expense.
Individually Evaluated Loans
The Company establishes a specific reserve for individually evaluated loans which do not share similar risk characteristics with
the loans included in the forecasted allowance for credit losses. These individually evaluated loans are removed from the
pooling approach discussed above for the forecasted allowance for credit losses, and include nonaccrual loans, loan and lease
modifications experiencing financial difficulty, and other loans deemed appropriate by management.
Available for Sale (“AFS”) Debt Securities
For AFS securities in an unrealized loss position, we first assess whether (i) we intend to sell, or (ii) it is more likely than not
that we will be required to sell the security before recovery of its amortized cost basis. If either case is affirmative, any
previously recognized allowances are charged-off and the security's amortized cost is written down to fair value through
income. If neither case is affirmative, the security is evaluated to determine whether the decline in fair value has resulted from
credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than
amortized cost, any changes to the rating of the security by a rating agency and any adverse conditions specifically related to
the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected
to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows
expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded
for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not
been recorded through an allowance for credit losses is recognized in other comprehensive income. Adjustments to the
allowance are reported in our income statement as a component of credit loss expense. AFS securities are charged-off against
the allowance or, in the absence of any allowance, written down through income when deemed uncollectible by management
or when either of the aforementioned criteria regarding intent or requirement to sell is met.
Accrued Interest Receivable
Upon adoption of ASU 2016-13 and its related amendments on January 1, 2023, the Company made the following elections
regarding accrued interest receivable:
•
Presenting accrued interest receivable balances separately within another line item on the statement of financial
condition. Accrued interest receivable on loans and leases totaled $9,077 and $8,413 as of December 31, 2024 and
2023, respectively. Accrued interest receivable on debt securities totaled $4,376 and $4,406 as of December 31,
2024 and 2023, respectively. Both are included in accrued interest receivable on the Consolidated Balance Sheets.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
39
•
Excluding accrued interest receivable that is included in the amortized cost of financing receivables and debt
securities from related disclosure requirements.
•
Continuing our policy to write off accrued interest receivable by reversing interest income. For both loans and
leases, the write off typically occurs upon becoming 90 days past due. Historically, the Company has not
experienced uncollectible accrued interest receivable on its investment securities. However, the Company would
generally write off accrued interest receivable by reversing interest income if the Company does not reasonably
expect to receive payments. Due to the timely manner in which accrued interest receivables are written off, the
amounts of such write offs are immaterial.
•
Not measuring an allowance for credit losses for accrued interest receivable due to the Company’s policy of writing
off uncollectible accrued interest receivable balances in a timely manner, as described above.
Reserve for Unfunded Commitments
The reserve for unfunded commitments (the “Unfunded Reserve”) represents the expected credit losses on off-balance sheet
commitments such as unfunded commitments to extend credit and standby letters of credit. No allowance is recognized if the
Company has the unconditional right to cancel the obligation. The Company is defining unconditionally cancelable in its literal
sense, meaning that a commitment may be cancelled by the Company for any, or for no reason whatsoever. However, the
Company in its business dealings, has no practical history of unconditionally canceling commitments. Commitments are not
typically cancelled until a default or a defined condition occurs. Being that its historical practice has been to not cancel credit
commitments unconditionally, the Company has made the decision to reserve for Unfunded Commitments. The Unfunded
Reserve is recognized as a liability (included within accrued expenses and other liabilities in the Consolidated Balance Sheets),
with adjustments to the reserve recognized as provision for credit losses in the Consolidated Statements of Operations. The
Unfunded Reserve is determined by estimating expected future fundings, under each segment, and applying the expected loss
rates. Expected future fundings over the estimated life of commitments are based on historical averages of funding rates (i.e.,
the likelihood of draws taken). To estimate future fundings on unfunded balances, current funding rates are compared to
historical funding rates. Estimate of credit losses are determined using the same loss rates as funded loans.
Adoption of New Accounting Standards:
In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-
13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The
ASU introduces a new credit loss methodology, CECL, which requires earlier recognition of credit losses, while also providing
additional transparency about credit risk. Since its original issuance in 2016, the FASB has issued several updates to the
original ASU.
The CECL methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses
for loans, held-to-maturity securities and other receivables at the time the financial asset is originated or acquired. The expected
credit losses are adjusted each period for changes in expected lifetime credit losses. The methodology replaces the multiple
existing impairment methods under prior GAAP, which generally require that a loss be incurred before it is recognized. For
available-for-sale securities where fair value is less than cost, credit-related impairment, if any, is recognized through an
allowance for credit losses and adjusted each period for changes in credit risk.
On January 1, 2023, the Company adopted the guidance prospectively with a cumulative adjustment to retained earnings. The
Company has not restated comparative information for 2022 and, therefore, the comparative information for 2022 is reported
under the old model and is not comparable to the information presented for the years December 31, 2023 and 2024..
At adoption, the Company recognized an incremental allowance for credit losses on its loans to customers of $4.3 million, a
liability for off-balance sheet unfunded commitments of $3.4 million and a reclassification of the discount on PCI loans to the
ACL of $1.7 million. Additionally, the Company recorded a $6.1 million after tax decrease in retained earnings associated with
the increased estimated credit losses. The “Day 1” impact of CECL adoption is summarized below:
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
40
CECL Adoption
Impact of
CECL
Adoption
Adopting ASC
326 -
December
31, 2022
Impact
PCD Loans
January 1,
2023
Allowance for Credit Losses:
Commercial & Agriculture
$
3,011
$
429
$
390
$
3,830
Commercial Real Estate:
Owner Occupied
4,565
1,075
179
5,819
Non-Owner Occupied
14,138
(2,847)
—
11,291
Residential Real Estate
3,145
2,762
386
6,293
Real Estate Construction
2,293
1,502
—
3,795
Farm Real Estate
291
(28)
—
263
Lease Financing Receivable
429
1,743
635
2,807
Consumer and Other
98
201
78
377
Unallocated
541
(541)
—
—
Total Allowance for Credit Losses
$
28,511
$
4,296
$
1,668
$
34,475
Reserve for Unfunded Commitments
—
3,386
—
3,386
Total Reserve for Credit Losses
$
28,511
$
7,682
$
1,668
$
37,861
Retained Earnings
Total Pre-tax Impact
$
(7,682)
Tax Effect
1,613
Decrease to Retained Earnings
$
(6,069)
The allowance for credit losses is evaluated on a regular basis and established through charges to earnings in the form of a
provision for credit losses. When a loan or portion of a loan is determined to be uncollectible, the portion deemed uncollectible
is charged against the allowance and subsequent recoveries, if any, are credited to the allowance. This evaluation is inherently
subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
The Company did not record an allowance for available-for-sale securities on Day 1 as the investment portfolio consists
primarily of debt securities explicitly or implicitly backed by the U.S. Government for which credit risk is deemed
minimal. The impact going forward will depend on the composition, characteristics, and credit quality of the securities portfolio
as well as the economic conditions at future reporting periods.
On January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt
Restructurings and Vintage Disclosures ("ASU 2022-02"). ASU 2022-02 eliminates the recognition and measurement guidance
for troubled debt restructurings and requires enhanced disclosures about loan modifications for borrowers experiencing
financial difficulty. This ASU also requires enhanced disclosure for loans that have been charged off. The adoption of ASU
2022-02 provisions did not have a significant impact on the Company’s Consolidated Financial Statements.
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 fair 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.
Prior to the adoption of ASU 2016-13, the allowance for loan losses (allowance) was calculated with the objective of
maintaining a reserve sufficient to absorb inherent loan losses in the loan portfolio. Management established the allowance for
loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio. In
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
41
determining the allowance and the related provision for loan losses, the Company considered 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, and (iii) allocations on all
other loans based principally on the use of a three-year period for loss migration analysis. These allocations were 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 analyzed its loan portfolio each quarter to determine the
appropriateness of its allowance for loan losses.
Transfers of Financial Assets: Transfers of financial assets are accounted for as sales when control over the assets has been
surrendered. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company,
the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange
the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement
to repurchase them before maturity.
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 Securities: Other securities include Federal Home Loan Bank ("FHLB") stock, Federal Reserve Bank (“FRB”) stock,
Federal Agricultural Mortgage Corporation stock, United Bankers' Bancorporation Inc. stock, and Norwalk Community
Development Corporation stock, all of which are carried at cost.
Federal Home Loan Bank ("FHLB") 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 FHLB stock was not
impaired at December 31, 2024 or 2023. FHLB Stock is included in Other Securities on the Consolidated Balance Sheet.
Federal Reserve Bank ("FRB") 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. FRB
Stock is included in Other Securities on the Consolidated Balance Sheet.
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.
Equipment Owned Under Operating Leases: As a lessor, the Company finances equipment under leases to a wide variety of
customers, from commercial and industrial to government and healthcare classified as operating leases. The equipment
underlying the operating leases is reported at cost, net of accumulated depreciation, within Premises and Equipment on the
Consolidated Balance Sheets. These operating lease arrangements require the lessee to make a fixed monthly rental payment
over a specified lease term generally ranging from three to six years. Revenue consists of the contractual lease payments and
is recognized on a straight-line basis over the lease term and reported in Noninterest Income on the Consolidated Statements
of Operations. Leased assets are depreciated on a straight-line method over the lease term to the estimate of the equipment’s
fair market value at lease termination, also referred to as “residual” value. The depreciation of these operating lease assets is
reported in Noninterest Expense on the Consolidated Statements of Operations. For equipment leases, fair value may be based
upon observable market prices, third-party valuations, or prices received on sales of similar assets at the end of the lease term.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
42
These residual values are reviewed annually to ensure the recorded amount does not exceed the fair market value at the lease
termination. At the end of the lease, the operating lease asset is either purchased by the lessee or returned to the Company.
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. Changes in the cash surrender value are recorded as
income in the period that the change occurs.
Goodwill and Core Deposit Intangibles: Goodwill results from 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.
Core deposit intangibles arising from whole bank and branch acquisitions are included in other intangible assets in the
Consolidated Balance Sheets. 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 12 years.
On January 1, 2023, the Company adopted ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test
for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill
impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine
the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following
the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business
combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill
impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an
impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss
recognized should not exceed the total amount of goodwill allocated to that reporting unit. A public business entity that is an
SEC filer, such as the Company, was to adopt the amendments in this Update for its annual or any interim goodwill impairment
tests in fiscal years beginning after December 15, 2019. In November 2019, however, the FASB issued ASU 2019-10,
Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which
deferred the effective date for ASC 350, Intangibles – Goodwill and Other, for SEC filers that were eligible to be smaller
reporting companies as of November 15, 2019, such as the Company, to fiscal years beginning after December 15, 2022, and
interim periods within those fiscal years. The adoption of the ASU provisions did not have a significant impact on the
Company's Consolidated Financial Statements.
Mortgage Servicing Rights: Mortgage servicing rights are recognized as assets for the allocated value of retained mortgage
servicing rights on loans sold and are recorded in other intangible assets in the Consolidated Balance Sheets. Mortgage servicing
rights are initially recorded at fair value at the date of transfer. The valuation technique uses the present value of estimated
future cash flows using current market discount rates. Mortgage 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-lived Assets: Premises and equipment 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.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
43
Debt Issuance Costs: Costs associated with the issuance of debt are presented in the Consolidated Balance Sheets as a direct
reduction from the carrying value of that debt liability. The deferred issuance costs are amortized over the life of the related
debt instrument and included within the debt's interest expense.
Advertising Costs: Advertising costs are expensed as incurred.
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
and directors, based on the fair value of these awards at the grant date. The market price of the Company’s common shares at
the date of the grant is used for restricted shares.
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 consists of the amount of
matching contributions. Deferred compensation allocates the benefits over the years of service.
Earnings per Common Share: Earnings per share is computed using the two-class method. Basic earnings per share are net
income available to common shareholders divided by the weighted average number of common shares outstanding during the
period, which excludes participating securities. 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 (Loss): Comprehensive income consists of net income and other comprehensive income (loss). Other
comprehensive income (loss) 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 is required to meet regulatory reserve and
clearing requirements. These balances do not earn interest. The required reserve amount at December 31, 2024 was $0. The
Company did not have any cash pledged as collateral on its interest rate swaps with third party financial institutions at
December 31, 2024.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
44
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 that reflect exit price value, 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 operating decision maker monitors the revenue streams of the Company’s
various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. The
Company has determined that all of its financial service operations meet the aggregation criteria of ASC 280, Segment
Reporting, as its current operating model is structured whereby financial service operations serve a similar base of retail and
commercial customers utilizing a company-wide offering of similar products and services managed through similar processes
that are collectively reviewed by the Company's Chief Financial Officer, who has been identified as the chief operating decision
maker ("CODM"). Therefore, all of the Company’s financial service operations are considered by the CODM to be aggregated
in one reportable operating segment.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures. The amendments in this ASU apply to all public entities that are required to report segment information in
accordance with FASB ASC Topic 280, Segment Reporting. The amendments in this ASU are intended to improve reportable
segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments
require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided
to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss. Public
entities are required to disclose, on an annual and interim basis, an amount for other segment items by reportable segment and
a description of its composition. In addition, public entities must provide all annual disclosures about a reportable segment’s
profit or loss and assets currently required by FASB ASC Topic 280, Segment Reporting, in interim periods. The amendments
clarify that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and
deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit.
However, at least one of the reported segment profit or loss measures (or the single reported measure, if only one is disclosed)
should be the measure that is most consistent with the measurement principles used in measuring the corresponding amounts
in the public entity’s consolidated financial statements. The amendments require that a public entity disclose the title and
position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing
segment performance and deciding how to allocate resources. Finally, the amendments require that a public entity that has a
single reportable segment provide all the disclosures required by the amendments in the ASU and all existing segment
disclosures in ASC Topic 280. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods
within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the
amendments retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense
categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified
and disclosed in the period of adoption. The Company adopted ASU 2023-07 in 2024 with little impact as currently, the
Company's financial service operations are considered by management to be aggregated in one reportable operating segment.
Treasury Stock: CBI common shares that are repurchased are recorded in treasury stock at cost.
Business Combinations: At the date of acquisition the Company records the assets and liabilities of acquired companies on the
Consolidated Balance Sheets at their 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.
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. Changes in fair value are recorded
as income or expense in the period that they occur. The Company is party to master netting arrangements with its financial
institution counterparties. The master netting arrangements provide for a single net settlement of all swap agreements, as well
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
45
as collateral, in the event of default on, or termination of, any one contract. Collateral, in the form of cash and marketable
securities, is posted by the counterparty with net liability positions in accordance with contract thresholds.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference
Rate Reform on Financial Reporting. The Update is designed to provide relief from the accounting analysis and impacts that
may otherwise be required for modifications to agreements necessitated by reference rate reform. The Update also provides
optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by
reference rate reform. The amendments in this Update are effective for all entities as of March 12, 2020 through December
31, 2022; however, a deferral of the implementation of reference rate reform was issued in December of 2022, which extended
the implementation to December 31, 2024. The Company has implemented a replacement for the reference rate using the
Secured Overnight Financing Rate ("SOFR") or the Prime Rate and has determined that the changes to the reference rate did
not have a material impact on our financial condition, results of operations or cash flows.
Revisions: Certain revisions have been made to the 2022 consolidated financial statements. The fair market value for loans
disclosed in Note 17 as of December 31, 2022, was revised from $2,160,920 to $2,528,906 due to an error in the
calculation. Loans and secured borrowings increased $101,615 in the Consolidated Balance Sheet as of December 31, 2022,
for certain loan participations sold that were deemed to not qualify for sales accounting under ASC 860. Interest income and
interest expense increased $4,902 and $3,312, respectively in the Consolidated Statement of Operations as of and for the year
ended December 31, 2022 for certain loan participations sold that were deemed to not qualify for sales accounting under ASC
860. These revisions did not have a significant impact on the Company's Consolidated Financial Statement line items impacted
and had no effect on net income.
Effect of Newly Issued but Not Yet Effective Accounting Standards:
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The
amendments in this ASU require that public business entities on an annual basis (a) disclose specific categories in the rate
reconciliation and (b) provide additional information for reconciling items that meet a quantitative threshold (if the effect of
those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by
the applicable statutory income tax rate). The amendments in this ASU also require that all entities disclose on an annual basis
the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, and the
amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid
(net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The
amendments require that all entities disclose income (or loss) from continuing operations before income tax expense (or benefit)
disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by
federal (national), state, and foreign. ASU 2023-09 is effective for public business entities for annual periods beginning after
December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available
for issuance. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company
does not intend to adopt early. The Company does not anticipate a material impact to the Company's Consolidated Financial
Statements.
In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits
Interest and Similar Awards. The amendments clarify how an entity determines whether a profits interest or similar award is
(i) within scope of Compensation - Stock Compensation (Topic 718) or (ii) not a share-based payment arrangements and
therefore within the scope of other guidance. The amendments are effective for fiscal years beginning after December 15,
2024. The Company does not anticipate these amendments will have a material impact on the Company's Consolidated
Financial Statements.
In November 2024, the FASB issued ASU 2024-03: Income Statement-Reporting Comprehensive Income Expense
Disaggregation Disclosures (Subtopic 220-40); Disaggregation of Income Statement Expenses. This ASU requires
disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial
statements. This ASU does not change the expense captions an entity presents on the face of the income statement. ASU 2024-
03 can be applied prospectively, and it is effective for annual periods beginning after December 15, 2026, and interim periods
within fiscal years beginning after December 15, 2027. Early adoption and retrospective applications are permitted. The
Company is currently evaluating the impact of ASU 2024-03 on its Consolidated Financial Statements.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
46
NOTE 2 - ACQUISITIONS
On July 1, 2022, CBI completed the acquisition by merger of Comunibanc Corp. in a stock and cash transaction for aggregate
consideration of approximately $46,090. As a result of the acquisition, the Company issued 984,723 common shares and paid
approximately $24,968 in cash to the former shareholders of Comunibanc Corp. The Company and Comunibanc Corp. had
first announced that they had entered into an agreement to merge in January of 2022. Immediately following the merger,
Comunibanc Corp.’s banking subsidiary, The Henry County Bank ("HCB"), was merged into CBI’s banking subsidiary, Civista
Bank.
The assets and liabilities of Comunibanc Corp. were recorded on the Company’s Consolidated Balance Sheet at their
preliminary estimated fair values as of July 1, 2022, the acquisition date. The Company recorded $26,209 in goodwill and
$4,426 in core deposit intangibles. None of the purchase price is deductible for tax purposes.
At the time of the merger, Comunibanc Corp had total consolidated assets of $315,083, including $175,500 in loans, and
$271,081 in deposits. The transaction was recorded as a purchase and, accordingly, the operating results of Comunibanc Corp.
and HCB have been included in the Company’s Consolidated Financial Statements since the close of business on July 1, 2022.
Identifiable intangibles are amortized to their estimated residual values over the expected useful lives. Such lives are also
periodically reassessed to determine if any amortization period adjustments are required. The identifiable intangible assets
consist of core deposit intangible which is being amortized over the estimated useful life. The gross carrying amount of the
core deposit intangible at December 31, 2022 was $3,999
.
In connection with the Comunibanc merger in 2022, the Company incurred additional third-party acquisition-related costs of
$2,900. These expenses were comprised of employee benefits of $210.7, occupancy and equipment expenses of $110.7,
software expense of $36.0, consulting and other professional fees of $905.2, data processing costs of $1,000 and other operating
expenses of $647.5 in the Company’s Consolidated Statement of Operations for the twelve-month period ended December 31,
2022.
As of December 31, 2022, the estimated future amortization expense for the core deposit intangible is as follows:
Core deposit
intangibles
2023
$
739
2024
684
2025
604
2026
523
2027
443
Thereafter
1,006
$
3,999
The following table presents financial information for the former Comunibanc Corp. included in the Consolidated Statements
of Operations from the date of acquisition through December 31, 2022.
Actual From
Acquisition Date
Through December 31,
2022
(in thousands)
Net interest income after provision for loan losses
$
3,428
Noninterest income
159
Net income
1,719
The following table presents pro forma information for the twelve-month periods ended December 31, 2022, 2021 and 2020 as
if the acquisition of Comunibanc Corp. had occurred on January 1, 2020. 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. Furthermore, the unaudited pro forma information does not reflect
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
47
management’s estimate of any revenue-enhancing opportunities nor anticipated cost savings as a result of the integration and
consolidation of the acquisition.
Pro Formas (unaudited) Twelve Months
ended December 31,
2022
2021
2020
Net interest income after provision for loan losses
$
113,689
$
103,583
$
88,293
Noninterest income
29,451
32,768
29,870
Net income
39,095
42,482
34,374
Pro forma earnings per share:
Basic
$
2.42
$
2.59
$
2.01
Diluted
$
2.42
$
2.59
$
2.01
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition
for Comunibanc Corp. Core deposit intangibles will be amortized over ten years using an accelerated method. Goodwill will
not be amortized, but instead will be evaluated for impairment.
Cash paid
$
24,968
Common shares issued (984,723 shares)
21,122
Total
$
46,090
Net assets acquired:
Cash and due from financial institutions
$
3,098
Securities available for sale
120,399
Time deposits
742
Loans, net
169,202
Other securities
1,553
Premises and equipment
4,665
Accrued interest receivable
670
Core deposit intangible
4,426
Bank owned life insurance
5,918
Other assets
3,767
Noninterest-bearing deposits
(122,642)
Interest-bearing deposits
(148,552)
Other borrowings
(21,706)
Other liabilities
(1,659)
19,881
Goodwill resulting from Comunibanc Corp. acquisition
$
26,209
Loans purchased with evidence of credit deterioration since origination and for which it was probable that all contractually
required payments would not be collected were considered to be credit impaired. Evidence of credit quality deterioration as of
the purchase date included information such as past-due and nonaccrual status, borrower credit scores and recent loan to value
percentages. Purchased credit-impaired loans were accounted for under the accounting guidance for loans and debt securities
acquired with deteriorated credit quality (ASC 310-30) and initially measured at fair value, which included estimated future
credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for credit losses related to these loans
was not carried over and recorded at the acquisition date. Management estimated the cash flows expected to be collected at
acquisition using our internal risk models, which incorporated the estimate of the current assumptions, such as default rates,
severity and prepayment speeds.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
48
The following table presents additional information regarding loans acquired and accounted for in accordance with ASC 310-
30:
At December 31, 2022
Acquired Loans with
Specific Evidence of
Deterioration of Credit
Quality (ASC 310-30)
(In Thousands)
Outstanding balance
$
4,768
Carrying amount
4,121
The gross principal due under the contract for acquired receivables not subject to ASC 310-30 is $171.1 million. The fair value
adjustment is $2.1 million and the contractual cash flows not expected to be collected is $5.7 million.
The acquired assets and liabilities were measured at estimated fair values. Management made certain estimates and exercised
judgment in accounting for the acquisition.
The amount of goodwill recorded reflects a 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. The goodwill represents the
excess purchase price over the estimated fair value of the net assets acquired. Additionally, the acquisition will provide
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 is also expected to create synergies on the operational side of
the Company by allowing noninterest expenses to be spread over a larger operating base.
On October 3, 2022, CBI and Civista completed the acquisition by Civista of all of the issued and outstanding shares of capital
stock of VFG for aggregate cash and stock consideration of approximately $46,544. As a result of the acquisition, the Company
issued 500,293 common shares and paid approximately $36,044 in cash.
The assets and liabilities of VFG were recorded on the Company’s Consolidated Balance Sheet at their preliminary estimated
fair values as of October 3, 2022, the acquisition date. The Company recorded $22,635 in goodwill. None of the purchase price
is deductible for tax purposes.
At the time of the acquisition, VFG had total consolidated assets of $93,870, including $62,712 in loans and leases. The
transaction was recorded as a purchase and, accordingly, the operating results of VFG have been included in the Company’s
Consolidated Financial Statements since the close of business on October 3, 2022. Effective as of August 31, 2023, VFG was
merged with and into Civista, and CLF is now operated as a full-service general equipment leasing and financing division of
Civista.
In connection with the VFG acquisition in 2022, the Company incurred additional third-party acquisition-related costs of
$814.3.
These expenses were mainly comprised of consulting and other professional fees of $812.8 in the Company’s
Consolidated Statement of Operations for the twelve-month period ended December 31, 2022.
The following table presents financial information for VFG included in the Consolidated Statements of Operations from the
date of acquisition through December 31, 2022.
Actual From
Acquisition Date
Through December 31,
2022
(in thousands)
Net interest income after provision for loan losses
$
403
Noninterest income
3,926
Net loss
(992)
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
49
Pro forma information for the twelve-month periods ended December 31, 2022, 2021 and 2020 is not presented as the
acquisition of VFG was determined to not be a significant transaction.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition
for VFG. Goodwill will not be amortized, but instead will be evaluated for impairment.
Cash paid
$
36,044
Common shares issued (250,145 shares)
5,250
Common shares issued (contingent consideration) (250,148 shares)
5,250
Total
$
46,544
Net assets acquired:
Cash and due from financial institutions
$
6,271
Time Deposits
80
Loans, net
61,418
Premises and equipment
35,039
Other assets
1,409
Other borrowings
(58,142)
Other liabilities
(22,166)
23,909
Goodwill resulting from VFG acquisition
$
22,635
Loans purchased with evidence of credit deterioration since origination and for which it was probable that all contractually
required payments would not be collected were considered to be credit impaired. Evidence of credit quality deterioration as of
the purchase date included information such as past-due and nonaccrual status, borrower credit scores and recent loan to value
percentages. Purchased credit-impaired loans were accounted for under the accounting guidance for loans and debt securities
acquired with deteriorated credit quality (ASC 310-30) and initially measured at fair value, which included estimated future
credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for credit losses related to these loans
was not carried over and recorded at the acquisition date. Management estimated the cash flows expected to be collected at
acquisition using our internal risk models, which incorporated the estimate of the current assumptions, such as default rates,
severity and prepayment speeds.
The contingent consideration arrangement required the Company to pay the former owners of VFG, over two years, and subject
to meeting certain lease origination thresholds for each year, or meeting a combined threshold for the two years, up to a
maximum amount of $5,250, undiscounted. The potential undiscounted amount of all future payments the Company could be
required to make under the contingent consideration arrangement was between $0 and $5,250. The fair value of the contingent
consideration arrangement of $5,250 was estimated based on significant inputs that are not observable in the market, which are
considered Level 3 inputs in accordance with ASC Topic 820. Key assumptions included the CIVB share price at close,
management’s assumptions and the probability that the vesting thresholds would be met. The common shares subject to the
contingent consideration arrangement were issued upon the closing of the transaction and were considered restricted with
participating rights with voting, dividends and distribution rights prior to vesting or forfeiture. As a result of the failure of the
lease thresholds to be met for the two-year periods ended December 31, 2024, the shares were forfeited and transferred from
outstanding common shares to treasury stock.
The following table presents additional information regarding loans acquired and accounted for in accordance with ASC 310-
30:
At December 31, 2022
Acquired Loans with
Specific Evidence of
Deterioration of Credit
Quality (ASC 310-30)
(In Thousands)
Outstanding balance
$
635
Carrying amount
—
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
50
The gross principal due under the contract for acquired receivables not subject to ASC 310-30 is $62.1 million. The fair value
adjustment is $2.3 million and the contractual cash flows not expected to be collected is $658.8.
The acquired assets and liabilities were measured at estimated fair values. Management made certain estimates and exercised
judgment in accounting for the acquisition.
The amount of goodwill recorded reflects the excess purchase price over the estimated fair value of the net assets acquired.
NOTE 3 - SECURITIES
The amortized cost and fair value of available for sale securities and the related gross unrealized gains and losses recognized
were as follows:
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
2024
U.S. Treasury securities and obligations of
U.S. government agencies
$
100,378
$
303
$
(3,294) $
97,387
Obligations of states and political subdivisions
351,635
482
(26,998)
325,119
Mortgage-back securities in government sponsored
entities
258,045
97
(32,581)
225,561
Total debt securities
$
710,058
$
882
$
(62,873) $
648,067
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
2023
U.S. Treasury securities and obligations of
U.S. government agencies
$
71,418
$
315
$
(4,075) $
67,658
Obligations of states and political subdivisions
359,452
2,725
(23,578)
338,599
Mortgage-back securities in government sponsored
entities
242,022
19
(30,026)
212,015
Total debt securities
$ 672,892
$
3,059
$
(57,679) $ 618,272
The amortized cost and fair value of securities at year-end 2024 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
$
39,927
$
39,777
Due from one to five years
84,249
79,134
Due from five to ten years
42,796
42,100
Due after ten years
285,041
261,495
Mortgage-backed securities in government sponsored
entities
258,045
225,561
Total securities available for sale
$
710,058
$
648,067
Securities with a carrying value of $206,600 and $211,616 were pledged as of December 31, 2024 and 2023, respectively, to
secure public deposits, other deposits and liabilities as required or permitted by law.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
51
Proceeds from sales of securities, gross realized gains and gross realized losses were as follows:
2024
2023
2022
Sale proceeds
$
2,994
$
—
$
57,332
Gross realized gains
33
—
—
Gross realized losses
—
—
—
Gains from securities called or settled by the
issuer
—
—
10
Debt securities with unrealized losses at year-end 2024 and 2023 not recognized in income were as follows:
2024
12 Months or less
More than 12 months
Total
Description of Securities
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
U.S. Treasury securities and obligations of
U.S. government agencies
$
32,388
$
(51)
$
55,000
$
(3,243)
$
87,388
$
(3,294)
Obligations of states and political
subdivisions
98,965
(806)
173,668
(26,192)
272,633
(26,998)
Mortgage-backed securities in gov’t
sponsored entities
28,322
(329)
186,173
(32,252)
214,495
(32,581)
Total
$
159,675
$
(1,186)
$ 414,841
$
(61,687)
$
574,516
$
(62,873)
2023
12 Months or less
More than 12 months
Total
Description of Securities
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
U.S. Treasury securities and obligations of
U.S. government agencies
$
224
$
(1)
$
56,760
$
(4,074)
$
56,984
$
(4,075)
Obligations of states and political
subdivisions
19,168
(78)
162,291
(23,500)
181,459
(23,578)
Mortgage-backed securities in gov’t
sponsored entities
20,112
(522)
189,319
(29,504)
209,431
(30,026)
Total
$
39,504
$
(601)
$
408,370
$
(57,078)
$
447,874
$
(57,679)
Each quarter, we perform an analysis to determine if any of the unrealized losses on securities available-for-sale are comprised
of credit losses as compared to unrealized losses due to market interest rate adjustments. Our assessment includes a review of
the unrealized loss for each security issuance held; the financial condition and near-term prospects of the issuer, including
external credit ratings and recent downgrades; and our ability and intent to hold the security for a period of time sufficient for
a recovery in value. We also consider the extent to which the securities are issued by the federal government or its agencies,
and any guarantee of issued amounts by those agencies. The portfolio continues to consist of a mix of fixed and floating-rate,
high quality securities, largely rated AA (or better), displaying an overall effective duration of approximately 3.0 years. No
credit losses were determined to be present as of December 31, 2024, as there was no credit quality deterioration noted.
Therefore, no provision for credit losses on securities was recognized for the year ended December 31, 2024.
At December 31, 2024, the Company owned 508 debt securities with estimated fair values totaling $574,516 and unrealized
losses aggregating $62,873. Securities with a fair value of $301,883, representing $35,875 of the unrealized losses, consisted
of bonds issued or guaranteed by agencies of the U.S. federal government, while the remaining $272,633 debt securities,
representing $26,998 in unrealized losses, consisted of bonds issued by state municipalities. 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. As of December 31, 2024, all securities were paying as agreed.
The following table presents the net gains and losses on equity investments recognized in earnings at year-end 2024 and 2023,
and the portion of unrealized gains and losses for the period that relates to equity investments held at year-end 2024 and 2023:
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
52
2024
2023
Net gains (losses) recognized on equity securities during the
year
$
252
$
(21)
Less: Net gains realized on the sale of equity securities
during the period
—
—
Unrealized gains (losses) recognized in equity securities held at
December 31
$
252
$
(21)
NOTE 4 - LOANS
Loans at year-end were as follows:
2024
2023
Commercial & Agriculture
$
328,488
$
304,793
Commercial Real Estate - Owner Occupied
374,367
377,321
Commercial Real Estate - Non-Owner Occupied
1,225,991
1,161,894
Residential Real Estate
763,869
659,841
Real Estate Construction
305,992
260,409
Farm Real Estate
23,035
24,771
Lease financing receivable
46,900
54,642
Consumer and Other
12,588
18,056
Total Loans
3,081,230
2,861,727
Allowance for credit losses
(39,669)
(37,160)
Net loans
$ 3,041,561
$ 2,824,567
Included in Commercial & Agriculture loans as of December 31, 2024 and 2023 was $177 and $326, respectively, of Paycheck
Protection Program (“PPP”) loans.
Included in total loans above are deferred loan fees of $2,686 and $2,743 at December 31, 2024 and 2023, respectively.
Lease financing receivables consist of sales-type and direct financing leases for equipment, with terms typically ranging from
two to six years. On direct financing leases, the Company obtains third-party residual value guarantees to reduce its residual
asset risk. The net investment in direct financing and sales-type leases was comprised of the following:
At December 31,
2024
2023
Minimum lease payments receivable
$
53,284 $
63,564
Unguaranteed residual assets
1,286
634
Unamortized direct costs
—
—
Unearned income
(7,670)
(9,556)
Total net investment in direct financing and sales-
type leases
$
46,900 $
54,642
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
53
Undiscounted future minimum lease payments receivable for direct financing and sales-type leases at December 31, 2024 were
as follows:
At December 31,
2024
2025
$
16,736
2026
14,360
2027
10,712
2028
7,307
2029
2,899
Thereafter
1,270
Total undiscounted future minimum lease
payments receivable for direct financing
and sales-type leases
$
53,284
Loans to principal officers, directors, and their affiliates at year-end 2024 and 2023 were as follows:
2024
2023
Balance - Beginning of year
$
10,550
$
21,107
New loans and advances
3,719
1,477
Repayments
(2,732)
(2,205)
Effect of changes to related parties
10,253
(9,829)
Balance - End of year
$
21,790
$
10,550
The Company had credit lines to principal officers, directors, and their affiliates with an availability of $7,520 and $7,231 as
of December 31, 2024 and 2023, respectively.
Paycheck Protection Program
In response to the novel COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act of 2020, as amended
(the "CARES Act"), was signed into law on March 27, 2020, to provide national emergency economic relief measures. The
CARES Act amended the loan program of the Small Business Administration (the "SBA"), in which Civista participates, to
create a guaranteed, unsecured loan program, the Paycheck Protection Program (the "PPP"), to fund operational costs of eligible
businesses, organizations and self-employed persons during the COVID-19 pandemic. During 2020, Civista processed over
2,300 PPP loans totaling $268.3 million.
The Consolidated Appropriations Act 2021, was signed into law on December 27, 2020 to provide an additional funding of
$284.5 billion under the PPP and the establishment of PPP Second Draw Loans under the Economic Aid to Hard-Hit Small
Businesses, Nonprofit, and Venues Act (the “Relief Act”). This additional funding was made available from original PPP
lenders on January 19, 2021, and the deadline (as extended) for submitting applications for PPP Second Draw Loans was May
31, 2021.
Funds provided under the Relief Act were earmarked both for first time PPP borrowers (subject to original PPP eligibility and
limits) as well as ‘Second Draw’ Loans for borrowers that already received an original PPP loan.
During 2021, Civista received SBA approval on, and funded, 1,340 PPP loans totaling $131,109 under the Relief Act.
At December 31, 2024 Civista had PPP loans outstanding of $177.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
54
NOTE 5 - ALLOWANCE FOR CREDIT LOSSES
The following tables present, by portfolio segment, the changes in the allowance for credit losses, the ending allocation of the
allowance for losses and the loan balances outstanding for the years ended December 31, 2024, 2023 and 2022.
Allowance for credit losses:
December 31, 2024
Beginning
balance
Charge-offs
Recoveries
Provision
(Credit)
Ending
Balance
Commercial & Agriculture
$
7,587
$
(2,197)
$
255
$
941
$
6,586
Commercial Real Estate:
Owner Occupied
4,723
—
—
(396)
4,327
Non-Owner Occupied
12,056
(672)
18
2
11,404
Residential Real Estate
8,489
(83)
197
3,263
11,866
Real Estate Construction
3,388
—
12
308
3,708
Farm Real Estate
260
—
—
(34)
226
Lease Financing Receivable
297
(881)
20
1,925
1,361
Consumer and Other
341
(82)
37
(105)
191
Unallocated
19
—
—
(19)
—
Total
$
37,160
$
(3,915)
$
539
$
5,885
$
39,669
For the year ended December 31, 2024, the Company provided $5,885 to the allowance for credit losses, as compared to a
provision of $4,435 for the year ended December 31, 2023. The increase in the provision was to support strong organic loan
growth in the portfolio.
For the year ended December 31, 2024, the allowance for Commercial & Agriculture loans decreased due to an increase in
charge-offs, mainly due to two commercial relationships. The allowance for Commercial Real Estate – Owner Occupied loans
decreased due to a decrease in loan balances. The allowance for Commercial Real Estate – Non-Owner Occupied loans
decreased due to an increase in charge-offs on two commercial relationships. The allowance for Residential Real Estate loans
increased due to an increase in loan balances and a decrease in prepayment speeds from 13.94% to 7.30%. The allowance for
Lease Financing Receivable increased as a result of an increase in charge-offs. The allowance for Consumer and Other loans
decreased due to a decrease in loan balances.
Allowance for credit losses:
December 31, 2023
Beginning
balance
CECL
Adoption Day
1 Impact
Impact of
Adopting ASC
326 - PCD
Loans 1
Charge-
offs
Recoveries
Provision
(Credit)
Ending
Balance
Commercial & Agriculture
$
3,011
$
429
$
— $ (1,300) $
177
$
5,270
$
7,587
Commercial Real Estate:
Owner Occupied
4,565
1,075
19
—
15
(951)
4,723
Non-Owner Occupied
14,138
(2,847)
—
—
46
719
12,056
Residential Real Estate
3,145
2,762
166
(17)
134
2,299
8,489
Real Estate Construction
2,293
1,502
—
—
37
(444)
3,388
Farm Real Estate
291
(28)
—
—
—
(3)
260
Lease Financing Receivable
429
1,743
635
—
—
(2,510)
297
Consumer and Other
98
201
77
(114)
43
36
341
Unallocated
541
(541)
—
—
—
19
19
Total
$
28,511
$
4,296
$
897 $ (1,431) $
452
$
4,435
$ 37,160
1 Day 1 impact of $1,668 of adopting ASC 326-PCD loans was netted by changes in estimates of $771
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
55
A one-time CECL adoption adjustment of $4,296 along with a $897 adjustment related to ASC 326 adoption was incurred in
the first quarter of 2023. For the year ended December 31, 2023, the allowance for Commercial & Agriculture loans increased
due to an increase in general reserves required for this type as a result of an increase in loan balances, accompanied by an
increase in classified loan balances. The result was represented as an increase in the provision. The allowance for Commercial
Real Estate – Owner Occupied loans increased due to an increase in general reserves required for this type as a result of
increased loan balances, partially offset by a decrease in classified loan balances. The result was represented as an increase in
the provision. The allowance for Commercial Real Estate – Non-Owner Occupied loans decreased due to a decrease in general
reserves required as a result of an increase in loan balances, offset by a decrease in loss rates and classified loan balances. This
was represented as a decrease in the provision. The allowance for Residential Real Estate loans increased due to an increase
in general reserves required for this type as a result of increased loan balances. The result was represented by an increase in the
provision. The allowance for Consumer and Other loans decreased due to a decrease in loan balances. This was represented as
a decrease in the provision.
Allowance for credit losses:
December 31, 2022
Beginning
balance
Charge-offs
Recoveries
Provision
(Credit)
Ending
Balance
Commercial & Agriculture
$
2,600
$
(22)
$
24
$
409
$
3,011
Commercial Real Estate:
Owner Occupied
4,464
—
42
59
4,565
Non-Owner Occupied
13,860
—
74
204
14,138
Residential Real Estate
2,597
(97)
163
482
3,145
Real Estate Construction
1,810
—
4
479
2,293
Farm Real Estate
287
—
6
(2)
291
Lease Financing Receivable
—
(23)
—
452
429
Consumer and Other
176
(80)
27
(25)
98
Unallocated
847
—
—
(306)
541
Total
$
26,641
$
(222)
$
340
$
1,752
$
28,511
For the year ended December 31, 2022, the Company provided $1,752 to the allowance for credit losses, as compared to a
provision of $830 for the year ended December 31, 2021. The increase in the provision was to support strong organic loan
growth in the portfolio. Of this increase, $452,000 was provided to cover lease production from our CLF subsidiary since
acquisition.
For the year ended December 31, 2022, the allowance for Commercial & Agriculture loans increased due to an increase in
general reserves required for this type as a result of an increase in loan balances, accompanied by an increase in classified loan
balances. The result was represented as an increase in the provision. The allowance for Commercial Real Estate – Owner
Occupied loans increased due to an increase in general reserves required for this type as a result of increased loan balances,
partially offset by a decrease in classified loan balances. The result was represented as an increase in the provision. The
allowance for Commercial Real Estate – Non-Owner Occupied loans increased due to an increase in general reserves required
as a result of an increase in loan balances, partially offset by a decrease in loss rates and classified loan balances. This was
represented as an increase in the provision. The allowance for Residential Real Estate loans increased due to an increase in
general reserves required for this type as a result of increased loan balances. The result was represented by an increase in the
provision. The allowance for Real Estate Construction loans increased due to an increase in loan balances. This was represented
as an increase in the provision. The allowance for Consumer and Other loans decreased due to a decrease in loan balances.
This was represented as a decrease in the provision. Management determined that the unallocated amount was appropriate and
within the relevant range for the allowance that was reflective of the risk in the portfolio at December 31, 2022.
The following tables represent credit exposures by internally assigned risk ratings for the periods ended December 31, 2024
and 2023. 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 grading system is based on experiences with similarly
graded loans.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
56
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.
Homogeneous loans, generally Residential Real Estate, Real Estate Construction, and Consumer and Other loans, are not risk-
graded, except when collateral is used for a business purpose.
These loans are monitored based on performance, with
performing loans included as Pass and nonperforming loans included in Substandard.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
57
Term Loans Amortized Cost Basis by Origination Year
Revolving
December 31, 2024
2024
2023
2022
2021
2020
Prior
Loans
Total
Commercial & Agriculture
Pass
$
74,397
$
55,540
$
37,078
$
33,164
$
7,477
$
13,449
$
86,804
$
307,909
Special Mention
255
1,225
511
32
1,286
—
4,173
7,482
Substandard
5,629
1,942
413
89
3
332
3,004
11,412
Doubtful
—
—
—
—
—
—
1,685
1,685
Total Commercial & Agriculture
$
80,281
$
58,707
$
38,002
$
33,285
$
8,766
$
13,781
$
95,666
$
328,488
Commercial & Agriculture:
Current-period gross charge-offs
$
1,520
$
339
$
204
$
53
$
48
$
33
$
—
$
2,197
Commercial Real Estate - Owner
Occupied
Pass
$
26,677
$
40,344
$
72,901
$
62,663
$
52,478
$
97,293
$
8,358
$
360,714
Special Mention
—
3,525
4,987
855
383
302
178
10,230
Substandard
—
—
—
—
—
3,189
234
3,423
Doubtful
—
—
—
—
—
—
—
—
Total Commercial Real Estate -
Owner Occupied
$
26,677
$
43,869
$
77,888
$
63,518
$
52,861
$ 100,784
$
8,770
$
374,367
Commercial Real Estate - Owner
Occupied:
Current-period gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Commercial Real Estate - Non-
Owner Occupied
Pass
$
59,635
$
227,608
$
299,079
$
170,534
$ 121,313
$ 280,870
$
29,219
$ 1,188,258
Special Mention
—
—
7,166
—
—
10,533
—
17,699
Substandard
—
—
—
8,000
—
12,034
—
20,034
Doubtful
—
—
—
—
—
—
—
—
Total Commercial Real Estate -
Non-Owner Occupied
$
59,635
$
227,608
$
306,245
$
178,534
$ 121,313
$ 303,437
$
29,219
$ 1,225,991
Commercial Real Estate - Non-
Owner Occupied:
Current-period gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
672
$
—
$
672
Residential Real Estate
Pass
$
97,552
$
127,090
$
113,877
$
90,198
$
64,528
$
91,785
$ 168,840
$
753,870
Special Mention
71
286
—
576
92
481
426
1,932
Substandard
—
316
967
859
675
2,655
1,180
6,652
Doubtful
1,115
—
—
—
—
—
300
1,415
Total Residential Real Estate
$
98,738
$
127,692
$
114,844
$
91,633
$
65,295
$
94,921
$ 170,746
$
763,869
Residential Real Estate:
Current-period gross charge-offs
$
2
$
—
$
—
$
3
$
—
$
78
$
—
$
83
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
58
Revolving
December 31, 2024
2024
2023
2022
2021
2020
Prior
Loans
Total
Real Estate Construction
Pass
$
90,417
$
133,695
$
52,564
$
10,348
$
6,841
$
2,369
$
9,449
$
305,683
Special Mention
154
—
—
155
—
—
—
309
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Total Real Estate
Construction
$
90,571
$
133,695
$
52,564
$
10,503
$
6,841
$
2,369
$
9,449
$
305,992
Real Estate Construction:
Current-period gross charge-
offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Farm Real Estate
Pass
$
571
$
2,125
$
495
$
2,099
$
4,122
$
11,525
$
1,490
$
22,427
Special Mention
—
—
388
—
—
158
62
608
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Total Farm Real Estate
$
571
$
2,125
$
883
$
2,099
$
4,122
$
11,683
$
1,552
$
23,035
Farm Real Estate:
Current-period charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Lease Financing Receivables
Pass
$
18,783
$
16,516
$
6,955
$
1,563
$
426
$
65
$
—
$
44,308
Special Mention
1,107
—
—
—
—
—
—
1,107
Substandard
—
466
1,000
—
19
—
—
1,485
Doubtful
—
—
—
—
—
—
—
-
Total Lease Financing
Receivables
$
19,890
$
16,982
$
7,955
$
1,563
$
445
$
65
$
—
$
46,900
Lease Financing Receivables:
Current-period charge-offs
$
—
$
199
$
607
$
12
$
63
$
—
$
—
$
881
Consumer and Other
Pass
$
2,521
$
3,717
$
2,329
$
1,787
$
677
$
206
$
1,339
$
12,576
Special Mention
—
—
—
—
—
—
—
—
Substandard
—
3
—
9
—
—
—
12
Doubtful
—
—
—
—
—
—
—
—
Total Consumer and Other
$
2,521
$
3,720
$
2,329
$
1,796
$
677
$
206
$
1,339
$
12,588
Consumer and Other:
Current-period charge-offs
$
25
$
7
$
21
$
5
$
6
$
18
$
—
$
82
Total Loans
$
378,884
$
614,398
$
600,710
$ 382,931
$
260,320
$ 527,246
$ 316,741
$ 3,081,230
Total Loans:
Current-period charge-offs
$
1,547
$
545
$
832
$
73
$
117
$
801
$
—
$
3,915
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
59
Term Loans Amortized Cost Basis by Origination Year
Revolving
December 31, 2023
2023
2022
2021
2020
2019
Prior
Loans
Total
Commercial &
Agriculture
Pass
$
56,359
$
64,250
$
52,258
$
17,622
$
9,516
$
14,088
$
82,982
$
297,075
Special Mention
774
—
287
1,690
—
106
169
3,026
Substandard
396
86
67
131
271
73
3,668
4,692
Doubtful
—
—
—
—
—
—
—
—
Total Commercial &
Agriculture
$
57,529
$
64,336
$
52,612
$
19,443
$
9,787
$
14,267
$
86,819
$
304,793
Commercial &
Agriculture:
Current-period gross
charge-offs
$
—
$
673
$
532
$
—
$
—
$
95
$
—
$
1,300
Commercial Real
Estate - Owner
Occupied
Pass
$
36,030
$
82,502
$
67,904
$
56,069
$
29,784
$
92,750
$
5,844
$
370,883
Special Mention
526
217
739
517
-
188
—
2,187
Substandard
—
231
—
—
3,098
922
—
4,251
Doubtful
—
—
—
—
—
—
—
—
Total Commercial Real
Estate - Owner
Occupied
$
36,556
$
82,950
$
68,643
$
56,586
$
32,882
$
93,860
$
5,844
$
377,321
Commercial Real
Estate - Owner
Occupied:
Current-period gross
charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Commercial Real
Estate - Non-Owner
Occupied
Pass
$
183,439
$
269,334
$ 198,832
$ 136,031
$ 120,659
$ 206,267
$
23,016
$1,137,578
Special Mention
—
5,774
6,171
—
—
8,688
277
20,910
Substandard
—
—
—
—
122
3,284
—
3,406
Doubtful
—
—
—
—
—
—
—
—
Total Commercial Real
Estate - Non-Owner
Occupied
$
183,439
$
275,108
$ 205,003
$ 136,031
$ 120,781
$ 218,239
$
23,293
$1,161,894
Commercial Real
Estate - Non-Owner
Occupied:
Current-period gross
charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Residential Real Estate
Pass
$
90,770
$
124,695
$
97,661
$
71,379
$
33,534
$
78,894
$
157,083
$
654,016
Special Mention
—
—
221
97
—
245
—
563
Substandard
186
342
684
82
582
2,063
1,323
5,262
Doubtful
—
—
—
—
—
—
—
—
Total Residential Real
Estate
$
90,956
$
125,037
$
98,566
$
71,558
$
34,116
$
81,202
$
158,406
$
659,841
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
60
Residential Real
Estate:
Current-period gross
charge-offs
$
—
$
6
$
—
$
—
$
—
$
11
$
—
$
17
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
61
Term Loans Amortized Cost Basis by Origination Year
Revolving
December 31, 2023
2023
2022
2021
2020
2019
Prior
Loans
Total
Real Estate Construction
Pass
$ 108,606
$ 105,222
$
20,960
$
6,739
$
2,699
$
2,635
$
9,335
$
256,196
Special Mention
—
1,226
926
2,019
—
—
—
4,171
Substandard
—
—
42
—
—
—
—
42
Doubtful
—
—
—
—
—
—
—
—
Total Real Estate
Construction
$ 108,606
$ 106,448
$
21,928
$
8,758
$
2,699
$
2,635
$
9,335
$
260,409
Real Estate
Construction:
Current-period gross
charge-offs
$
—
$
—
$
—
$
—
$
—
$
-
$
—
$
—
Farm Real Estate
Pass
$
2,207
$
967
$
2,256
$
4,462
$
789
$
12,528
$
1,292
$
24,501
Special Mention
—
—
—
—
—
20
—
20
Substandard
—
—
—
—
—
250
—
250
Doubtful
—
—
—
—
—
—
—
—
Total Farm Real Estate
$
2,207
$
967
$
2,256
$
4,462
$
789
$
12,798
$
1,292
$
24,771
Farm Real Estate:
Current-period charge-
offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Lease Financing
Receivables
Pass
$
28,177
$
13,924
$
6,620
$
3,678
$
1,725
$
1
$
—
$
54,125
Special Mention
—
—
—
—
—
—
—
-
Substandard
—
8
38
61
231
17
—
355
Doubtful
—
139
—
15
8
—
—
162
Total Lease Financing
Receivables
$
28,177
$
14,071
$
6,658
$
3,754
$
1,964
$
18
$
-
$
54,642
Lease Financing
Receivables:
Current-period charge-
offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Consumer and Other
Pass
$
6,510
$
4,135
$
3,615
$
1,578
$
509
$
248
$
1,424
$
18,019
Special Mention
—
—
—
—
—
—
—
—
Substandard
—
2
14
15
—
6
—
37
Doubtful
—
—
—
—
—
—
—
—
Total Consumer and
Other
$
6,510
$
4,137
$
3,629
$
1,593
$
509
$
254
$
1,424
$
18,056
Consumer and Other:
Current-period charge-
offs
$
6
$
40
$
40
$
7
$
13
$
3
$
5
$
114
Total Loans
$ 513,980
$ 673,054
$ 459,295
$ 302,185
$ 203,527
$ 423,273
$ 286,413
$
2,861,727
Total Loans:
Current-period charge-
offs
$
7
$
719
$
572
$
7
$
13
$
109
$
5
$
1,431
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
62
The following tables include an aging analysis of the recorded investment of past due loans outstanding as of December 31,
2024 and 2023.
December 31, 2024
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
Commercial & Agriculture
$
825
$
114
$
1,374
$
2,313
$
326,175
$
328,488
$
—
Commercial Real Estate:
Owner Occupied
—
—
225
225
374,142
374,367
225
Non-Owner Occupied
69
8,000
2,514
10,583
1,215,408
1,225,991
—
Residential Real Estate
5,504
1,634
2,273
9,411
754,458
763,869
—
Real Estate Construction
—
—
—
—
305,992
305,992
—
Farm Real Estate
—
—
—
—
23,035
23,035
—
Lease Financing Receivables
575
351
909
1,835
45,065
46,900
—
Consumer and Other
181
37
3
221
12,367
12,588
—
Total
$
7,154
$
10,136
$
7,298
$
24,588
$
3,056,642
$
3,081,230
$
225
December 31, 2023
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
Commercial & Agriculture
$
1,228
$
471
$
1,999
$
3,698
$
301,095
$
304,793
$
73
Commercial Real Estate:
Owner Occupied
4
—
123
127
377,194
377,321
—
Non-Owner Occupied
—
—
—
0
1,161,894
1,161,894
—
Residential Real Estate
4,581
1,180
1,642
7,403
652,438
659,841
—
Real Estate Construction
—
—
—
—
260,409
260,409
—
Farm Real Estate
—
—
—
—
24,771
24,771
—
Lease Financing
Receivables
950
410
373
1,733
52,909
54,642
—
Consumer and Other
172
23
2
197
17,859
18,056
—
Total
$
6,935
$
2,084
$
4,139
$
13,158
$
2,848,569
$
2,861,727
$
73
The following table presents loans on nonaccrual status as of December 31, 2024.
December 31, 2024
Nonaccrual
loans with a
related ACL
Nonaccrual
loans without
a related ACL
Total
Nonaccrual
loans
Interest
Income
Recognized
Commercial & Agriculture
$
8,901
$
3,370
$
12,271
$
1
Commercial Real Estate:
Owner Occupied
36
—
36
79
Non-Owner Occupied
2,514
8,000
10,514
—
Residential Real Estate
4,745
2,131
6,876
172
Real Estate Construction
—
—
-
—
Farm Real Estate
—
—
-
—
Lease Financing Receivables
638
600
1,238
—
Consumer and Other
15
—
15
4
Total
$
16,849
$
14,101
$
30,950
$
256
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
63
The following table presents loans on nonaccrual status as of December 31, 2023.
December 31, 2023
Nonaccrual
loans with a
related ACL
Nonaccrual
loans without
a related ACL
Total
Nonaccrual
loans
Interest
Income
Recognized
Commercial & Agriculture
$
914
$
4,891
$
5,805
$
9
Commercial Real Estate:
Owner Occupied
269
3
272
7
Non-Owner Occupied
—
1,167
1,167
—
Residential Real Estate
—
4,633
4,633
26
Real Estate Construction
—
41
41
—
Farm Real Estate
—
—
—
—
Lease Financing Receivables
15
492
507
—
Consumer and Other
—
42
42
4
Total
$
1,198
$
11,269
$
12,467
$
46
The following table presents loans on nonaccrual status as of December 31, 2022.
December 31, 2022
Total Nonaccrual
loans
Interest Income
Recognized
Commercial & Agriculture
$
774
$
—
Commercial Real Estate:
Owner Occupied
386
143
Non-Owner Occupied
1,109
—
Residential Real Estate
3,926
73
Real Estate Construction
221
—
Farm Real Estate
—
—
Lease Financing Receivables
—
—
Consumer and Other
91
235
Total
$
6,507
$
451
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 Civista 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 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 2024, 2023 and 2022 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 $657, $446 and $384, respectively. The amount of interest income on such loans
recognized on a cash basis was $256 in 2024, $343 in 2023 and $451 in 2022.
In accordance with the adoption of ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt
Restructurings and Vintage Disclosures, accounting guidance for Troubled Debt Restructurings ("TDRs") for creditors has
been eliminated. New guidance with respect to recognition, measurement, and disclosures of loans for borrowers experiencing
financial difficulties supersedes guidance on TDRs. Under ASU 2022-02, the Company is required to evaluate whether a loan
modification represents a new loan or a continuation of an existing loan. The amendment enhanced existing disclosure
requirements and introduced new requirements related to certain modifications of receivables made to borrowers experiencing
financial difficulty under criteria of principal forgiveness, interest rate reduction, other-than-insignificant payment delay, or
term extension.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
64
Of the loans modified as of December 31, 2024, $16.6 million were on non-accrual status and partial charge-offs have in some
cases been taken against the outstanding balance. The allowance for credit losses incorporates an estimate of lifetime expected
credit losses and is recorded on each loan upon loan origination or acquisition. The starting point for the estimate of the
allowance for credit losses is historical loss information, which includes losses from modifications of loans to borrowers
experiencing financial difficulty. The Company uses probability of default/loss given default, discounted cash flows or
remaining life method to determine the allowance for credit losses. An assessment of whether a borrower is experiencing
financial difficulty is made on the date of a modification. Because the effect of most modifications made to borrowers
experiencing financial difficulty is already included in the allowance for credit losses because of the measurement
methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon
modification.
The following table shows the amortized cost basis at the end of the reporting period of the loans modified to borrowers
experiencing financial difficulty, disaggregated by loan category and type of modification granted during the year ended
December 31, 2024. The percentage of the amortized cost basis of loans that were modified to borrowers experiencing financial
difficulty as compared to the amortized cost basis of each class of loan category is also presented below:
Loans Modifications Made to Borrowers Experiencing
Financial Difficulty
December 31, 2024
(Dollars in Thousands)
Term Extension
Payment Deferral
Loan Type
Amortized Cost
Basis
Percent of
total loans
by
category
Amortized Cost
Basis
Percent of
total loans
by
category
Commercial & Agriculture
$
4,549
1.38%
$
435
0.13%
Commercial Real Estate:
Owner Occupied
—
—
—
—
Non-Owner Occupied
8,000
0.65%
2,514
0.21%
Residential Real Estate
1,115
0.15%
—
—
Real Estate Construction
—
—
—
—
Farm Real Estate
—
—
—
—
Consumer and Other
—
—
—
—
Total Loan Modifications
$
13,664
$
2,949
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
65
The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty:
Term Extension
Loan Type
Financial Effect
Commercial & Agriculture
- 6 month, 12 month and 62 month term extensions
Commercial Real Estate:
Owner Occupied
Non-Owner Occupied
- 6 month term extension
Residential Real Estate
- 35 month term extension
Real Estate Construction
Farm Real Estate
Consumer and Other
Payment Deferral
Loan Type
Financial Effect
Commercial & Agriculture
- 5 month payment deferral
Commercial Real Estate:
Owner Occupied
Non-Owner Occupied
- 5 month and 7.5 month payment deferral
Residential Real Estate
Real Estate Construction
Farm Real Estate
Consumer and Other
Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the
loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible
amount and the allowance for credit losses is adjusted by the same amount. There were no modification loans that had a payment
default during the year ended December 31, 2024 and were modified in the twelve months prior to that default to borrowers
experiencing financial difficulty. There were no loans modified to borrowers experiencing financial difficulty during the period
ended December 31, 2023. There were no loans modified in a troubled debt restructuring during the period ended December
31, 2022.
The Company closely monitors the performance of the loans that were modified to borrowers experiencing financial difficulty
to understand the effectiveness of its modification efforts. Twelve of the modified loans are on nonaccrual as of December 31,
2024.
Individually Evaluated Loans: Larger (greater than $350) Commercial & Agricultural and Commercial Real Estate loan
relationships, as well as Residential Real Estate and Consumer loans and Lease financing receivables that are part of a larger
relationship are individually evaluated on a quarterly basis, when they do not share similar risk characteristics with the
collectively evaluated pools. 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 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 Company’s policy for
recognizing interest income on individually evaluated loans does not differ from its overall policy for interest recognition.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
66
The following tables present the amortized cost basis of collateral dependent loans, which are individually evaluated to
determine expected credit losses, and the related allowance for credit losses allocated to these loans.
December 31, 2024
Real Estate
Other
Allowance for Credit
Losses
Commercial & Agriculture
$
—
$
8,179
$
1,679
Commercial Real Estate:
Owner Occupied
—
—
—
Non-Owner Occupied
10,514
—
674
Residential Real Estate
2,131
—
—
Real Estate Construction
—
—
—
Farm Real Estate
—
—
—
Lease Financing Receivables
—
665
6
Consumer and Other
—
—
—
Total
$
12,645
$
8,844
$
2,359
December 31, 2023
Real Estate
Other
Allowance for Credit
Losses
Commercial & Agriculture
$
—
$
4,674
$
945
Commercial Real Estate:
Owner Occupied
308
—
37
Non-Owner Occupied
1,167
—
268
Residential Real Estate
149
—
—
Real Estate Construction
—
—
—
Farm Real Estate
—
—
—
Lease Financing Receivables
—
61
15
Consumer and Other
—
—
—
Total
$
1,624
$
4,735
$
1,265
Collateral-dependent loans consist primarily of Residential Real Estate, Commercial Real Estate and Commercial and
Agricultural loans. These loans are individually evaluated when foreclosure is probable or when the repayment of the loan is
expected to be provided substantially through the operation or sale of the underlying collateral. In the case of Commercial and
Agricultural loans secured by equipment, the fair value of the collateral is estimated by third-party valuation experts. Loan
balances are charged down to the underlying collateral value when they are deemed uncollectible. Note that the Company did
not elect to use the collateral maintenance agreement practical expedient available under CECL.
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, 2024 and 2023, there were no foreclosed assets included in
Other assets. As of December 31, 2024 and 2023, the Company had initiated formal foreclosure procedures on $669 and
$1,018, respectively, of Residential Real Estate loans.
Allowance for Credit Losses on Off-Balance-Sheet Credit Exposures
The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk from
a contractual obligation to extend credit. The allowance for credit losses on off-balance sheet credit exposures is recorded
within accrued expenses and other liabilities on the Consolidated Balance Sheet with adjustments recorded in provision for
credit losses on the Consolidated Statements of Operations. The estimated credit loss includes consideration of the likelihood
that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated
life. The estimate of expected credit loss is based on the historical loss rate for the loan class in which the loan commitments
would be classified as if funded.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
67
The following table lists the allowance for credit losses on off-balance sheet credit exposures as of December 31, 2024:
Twelve Months Ended
December 31,
2024
2023
Beginning of Period
$
3,901
—
CECL adoption adjustments
—
3,386
Charge-offs
—
—
Recoveries
—
—
Provision
(521)
515
End of Period
$
3,380
3,901
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
68
NOTE 6 - OTHER COMPREHENSIVE INCOME (LOSS)
The following table presents the components of other comprehensive income (loss), net of tax, as of December 31, 2024,
2023 and 2022:
Before Tax
Tax Effect
Net of Tax
Year Ended December 31, 2024
Net unrealized losses on investment securities:
Other comprehensive loss before reclassifications
$
(7,338)
$
(1,537)
$
(5,801)
Amounts reclassified from accumulated other comprehensive
loss
(33)
(7)
(26)
Net unrealized losses on investment securities
(7,371)
(1,544)
(5,827)
Defined benefit plans:
Other comprehensive income before reclassifications
—
—
—
Amounts reclassified from accumulated other comprehensive
loss
—
—
—
Defined benefit plans, net
—
—
—
Other comprehensive loss
$
(7,371)
$
(1,544)
$
(5,827)
Year Ended December 31, 2023
Net unrealized gains on investment securities:
Other comprehensive gain before reclassifications
$
12,330
$
2,583
$
9,747
Amounts reclassified from accumulated other comprehensive
loss
—
—
—
Net unrealized gains on investment securities
12,330
2,583
9,747
Defined benefit plans:
Other comprehensive income before reclassifications
972
204
768
Amounts reclassified from accumulated other comprehensive
loss
—
—
—
Defined benefit plans, net
972
204
768
Other comprehensive loss
$
13,302
$
2,787
$
10,515
Year Ended December 31, 2022
Net unrealized losses on investment securities:
Other comprehensive loss before reclassifications
$
(85,517)
$
(18,079)
$
(67,438)
Amounts reclassified from accumulated other comprehensive
loss
(10)
(2)
(8)
Net unrealized losses on investment securities
(85,527)
(18,081)
(67,446)
Defined benefit plans:
Other comprehensive income before reclassifications
736
155
581
Amounts reclassified from accumulated other comprehensive
loss
—
—
—
Defined benefit plans, net
736
155
581
Other comprehensive loss
$
(84,791)
$
(17,926)
$
(66,865)
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
69
The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax, as
of December 31, 2024, 2023 and 2022.
For the Year Ended
December 31, 2024
For the Year Ended
December 31, 2023
For the Year Ended
December 31, 2022
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
$
(43,024)
$
(4,506)
$ (47,530)
$
(52,771)
$ (5,274)
$ (58,045)
$
14,675
$
(5,855)
$
8,820
Other comprehensive income (loss)
before classifications
(5,801)
—
(5,801)
9,747
768
10,515
(67,438)
581
(66,857)
Amounts reclassified from
accumulated other comprehensive
income (loss)
(26)
—
(26)
—
—
—
(8)
—
(8)
Net current-period other comprehensive
income(loss)
(5,827)
—
(5,827)
9,747
768
10,515
(67,446)
581
(66,865)
Ending balance
$
(48,851)
$
(4,506)
$ (53,357)
$
(43,024)
$ (4,506)
$ (47,530)
$
(52,771)
$
(5,274)
$
(58,045)
The following table presents the amounts reclassified out of each component of accumulated other comprehensive loss as of
December 31, 2024, 2023 and 2022.
Amount Reclassified from
Accumulated Other
Comprehensive Loss (a)
For the year ended December 31,
Details about Accumulated Other
Comprehensive Income
(Loss) Components
2024
2023
2022
Affected Line Item in the
Statement Where Net Income
is
Presented
Unrealized gains (losses) on available for sale
securities
$
33
$
—
$
10
Net gain on sale of
securities
Tax effect
(7)
—
(2)
Income taxes
26
—
8
Amortization of defined benefit pension items
Actuarial losses
— (b)
— (b)
— (b)
Other operating expenses
Tax effect
—
—
—
Income taxes
—
—
—
Total reclassifications for the period
$
26
$
—
$
8
(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:
At December 31,
2024
2023
Land and improvements
$
8,303
$
8,392
Buildings and improvements
40,494
40,418
Furniture and equipment
66,352
76,564
Total
115,149
125,374
Accumulated depreciation
(67,983)
(68,605)
Premises and equipment, net
$
47,166
$
56,769
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
70
Depreciation expense was $9,545 in 2024, $10,760 in 2023 and $4,456 in 2022.
The Company is the lessor of equipment under operating leases to customers. The operating lease assets are presented within
furniture and equipment in the table above and classified on the Consolidated Balance Sheets as premises and equipment. The
total cost of leased assets at December 31, 2024 and 2023, was $31,168 and $41,730, respectively, and total accumulated
depreciation on leased assets was ($12,032) and ($15,163), respectively. Depreciation expense on lease assets for the years
ended December 31, 2024, 2023, and 2022 was $8,283, $9,636, and $1,918, respectively. The increase in depreciation expense
from 2022 is due to the acquisition of operating leases in connection with the acquisition of VFG during the fourth quarter of
2022, resulting in a partial year depreciation expense.
NOTE 8 - GOODWILL AND INTANGIBLE ASSETS
The balance of goodwill was $125,520 at December 31, 2024 and $125,520 at December 31, 2023.
Management performs an evaluation of goodwill for impairment on an annual basis, 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 2024. Based on this test, management concluded that the Company’s goodwill was not impaired at
December 31, 2024.
Acquired intangible assets were as follows as of year-end.
2024
2023
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Core deposit intangible assets(1):
Core deposit intangibles
12,668
7,662
5,006
12,668
6,178
6,490
Total core deposit intangible assets
$
12,668
$
7,662
$
5,006
$
12,668
$
6,178
$
6,490
(1)
Excludes fully amortized core deposit intangible assets
Aggregate core deposit intangible amortization expense was $1,484, $1,579 and $1,296 for 2024, 2023 and 2022, respectively.
Activity for mortgage servicing rights (MSRs) and the related valuation allowance follows:
2024
2023
2022
Mortgage Servicing Rights:
Beginning of year
$
3,018
$
2,689 $
2,642
Additions
202
659
397
Disposals
—
—
—
Amortized to expense
343
330
350
Other Charges
—
—
—
Change in valuation allowance
—
—
—
End of year
$
2,877
$
3,018 $
2,689
Valuation allowance:
Beginning of year
$
—
$
— $
—
Additions expensed
—
—
—
Reductions credited to operations
—
—
—
Direct write-offs
—
—
—
End of year
$
—
$
— $
—
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
71
The unpaid principal balance of mortgage loans serviced for third parties was $419,407 at December 31, 2024, compared to
$442,635 at December 31, 2023 and $456,149 at December 31, 2022.
Aggregate mortgage servicing rights (MSRs) amortization was $343, $330 and $350 for 2024, 2023 and 2022, respectively.
Mortgage loan contractual servicing fees were $1,085, $1,137 and $1,063 for 2024, 2023 and 2022, respectively. Mortgage
loan contractual servicing fees are included in Other income on the Consolidated Statements of Operations.
The fair value of servicing rights was $3,854, $3,018, and $2,689 at year-end 2024, 2023 and 2022, respectively. Fair value at
year-end 2024 was determined using a discount rate range of 5.3% to 10.4% with the average discount rate of 6.96%, weighted
average prepayment speed of 10.83%, depending on the stratification of the specific right, and a weighted average default rate
of 0.0%. Fair value at year-end 2023 was determined using a discount rate of 12.0%, prepayment speeds ranging from 4.6%
to 11.0%, depending on the stratification of the specific right, and a default rate of 0.0%.
Estimated amortization expense for each of the next five years and thereafter is as follows:
MSRs
Core deposit
intangibles
Total
2025
$
165
$
1,316
$
1,481
2026
163
1,193
1,356
2027
159
1,071
1,230
2028
153
782
935
2029
151
282
433
Thereafter
2,086
362
2,448
$
2,877
$
5,006
$
7,883
NOTE 9 - INTEREST-BEARING DEPOSITS
Interest-bearing deposits as of December 31, 2024 and 2023 were as follows:
2024
2023
Demand
$
419,583
$
449,449
Savings and Money markets
1,152,239
863,067
Certificates of Deposit:
$250 and over
120,543
92,933
Other
782,209
765,734
Individual Retirement Accounts
42,202
42,146
Total
$
2,516,776
$
2,213,329
Scheduled maturities of certificates of deposit ("CDs"), including IRAs, at December 31, 2024 were as follows:
2025
$
888,354
2026
34,928
2027
10,192
2028
5,620
2029
5,719
Thereafter
141
Total
$
944,954
Deposits from the Company’s principal shareholders, officers, directors, and their affiliates at year-end 2024 and 2023 were
$11,769 and $11,546, respectively.
As of December 31, 2024 and December 31, 2023, CDs and IRAs totaling $125,868 and $98,158, respectively, met or exceeded
the FDIC’s insurance limit of $250,000.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
72
As of December 31, 2024 and December 31, 2023, brokered deposits totaled $500,265 and $517,190, respectively.
NOTE 10 - SHORT-TERM BORROWINGS
Short-term borrowings, which consist of federal funds purchased and other short-term FHLB advances are summarized as
follows:
At December 31, 2024
At December 31, 2023
Federal
Funds
Purchased
Short-term
FHLB
Advances
Federal
Funds
Purchased
Short-term
FHLB
Advances
Outstanding balance at year end
$
—
$
339,000
$
—
$
338,000
Maximum indebtedness during the year
50,000
501,500
—
521,500
Average balance during the year
137
341,692
—
280,887
Average rate paid during the year
5.27%
5.23%
—
5.12%
Interest rate on year end balance
—
4.42%
—
5.41%
Average balances 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
December 31, 2024.
NOTE 11 - FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWINGS
Long-term advances from the FHLB were $1,501 and $2,392 at December 31, 2024 and December 31, 2023, respectively.
Outstanding balances have maturity dates between May 2025 and June 2028 with fixed rates ranging from 1.18% to 2.97%.
The weighted average rate on outstanding advances was 2.44% at December 31, 2024. Outstanding advances are prepayable
in whole or in part and could be subject to a termination fee.
Other borrowings totaled $6,293 at December 31, 2024, and included borrowings from the CLF division of Civista. The
weighted average rate on these borrowings was 6.72% and the weighted average life was 30 months.
Scheduled principal reductions of FHLB advances outstanding at December 31, 2024 were as follows:
2025
$
684
2026
470
2027
273
2028
74
Total
$
1,501
In addition to FHLB borrowings, the Company had outstanding letters of credit with the FHLB totaling $128,400 and $24,400
at year-end 2024 and 2023, respectively, used for pledging to secure public funds. FHLB borrowings and the letters of credit
were collateralized by FHLB stock and by $1,234,624 and $1,044,027 of residential mortgage loans under a blanket lien
arrangement at year-end 2024 and 2023, respectively.
The Company had a FHLB maximum borrowing capacity of $839,034 as of December 31, 2024, with remaining borrowing
capacity of approximately $370,133. The borrowing arrangement with the FHLB is subject to annual renewal. The maximum
borrowing capacity is recalculated at least quarterly.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
73
NOTE 12 - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
Effective in July 2023, the Company no longer sells securities under agreement to repurchase. Prior to that time, securities
sold under agreements to repurchase were used to facilitate the needs of our customers as well as to facilitate our short-term
funding needs. Securities sold under repurchase agreements were 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
were maintained with our safekeeping agents.
The following table presents detail regarding the securities pledged as collateral under repurchase agreements as of
December 31, 2024 and 2023. All of the repurchase agreements are overnight agreements.
December 31,
2024
December 31,
2023
Securities pledged for repurchase agreements:
U.S. Treasury securities
$
—
$
—
Obligations of U.S. government agencies
—
—
Total securities pledged
$
—
$
—
Gross amount of recognized liabilities for
repurchase agreements
$
—
$
—
Amounts related to agreements not included in
offsetting disclosures above
$
—
$
—
Information concerning securities sold under agreements to repurchase was as follows:
2024
2023
2022
Outstanding balance at year end
$
—
$
—
$
25,143
Average balance during the year
—
8,685
24,390
Average interest rate during the year
—
0.05%
0.05%
Maximum month-end balance during the year
$
—
$
21,658
$
26,044
Weighted average interest rate at year end
—
—
0.05%
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
74
NOTE 13 - SUBORDINATED DEBENTURES
The following table summarizes the Company's subordinated debentures at December 31, 2024 and 2023:
December 31, 2024
December 31, 2023
Subordinated Note - fixed interest rate until November 30, 2026 then variable
interest rate equal to SOFR plus 2.19%, the rate was 3.25% at December 31, 2024
and 2023, respectively - $75,000 maturing December 31, 2031; net of unamortized
debt issuance costs of $1,260 and $1,406 as of December 31, 2024 and 2023,
respectively
$
73,740
$
73,594
First Citizens Statutory Trust II - variable interest equal to 3-month CME Term
SOFR plus 3.15%, which was 8.07% and 8.81% at December 31, 2024 and 2023,
respectively - $7,732 maturing March 26, 2033
7,732
7,732
First Citizens Statutory Trust III - variable interest equal to 3-month CME Term
SOFR plus 2.25%, which was 7.32% and 7.91% at December 31, 2024 and 2023,
respectively - $12,887 maturing September 20, 2034
12,887
12,887
First Citizens Statutory Trust IV - variable interest equal to 3-month CME Term
SOFR plus 1.60%, which was 6.81% and 7.27% at December 31, 2024 and 2023,
respectively - $5,155 maturing March 23, 2037
5,155
5,155
Futura TPF Trust I - variable interest rate equal to 3-month CME Term SOFR
plus 1.66%, which was 6.87% and 7.33% at December 31, 2024 and 2023, and
respectively - $2,578 maturing June 15, 2035
2,578
2,578
Futura TPF Trust II - variable interest rate equal to 3-month CME Term SOFR
plus 1.66%, which was 6.87% and 7.33% at December 31, 2024 and 2023,
respectively - $2,070 maturing June 15, 2035; net of purchase discount of $73
1,997
1,997
Total subordinated debentures
$
104,089
$
103,943
On November 30, 2021, the Company entered into a Subordinated Note Purchase Agreement pursuant to which the Company
sold and issued $75,000 aggregate principal amount of its 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031(the
"Notes"). The Notes have a stated maturity of December 31, 2031.
The Notes initially bear interest at a fixed rate of 3.25% per annum, from and including November 30, 2021, to but excluding
December 1, 2026, with interest payable semi-annually in arrears. From and including December 1, 2026, to but excluding the
stated maturity date or early redemption date, the interest rate will reset quarterly to an annual floating rate equal the then-
current benchmark rate, which will initially be the three-month Secured Overnight Financing Rate (SOFR) plus 219 basis
points, with interest during such period payable quarterly in arrears. If three-month SOFR cannot be determined during the
applicable floating rate period, a different index will be determined and used in accordance with the terms of the Notes and
underlying Indenture.
Prior to December 1, 2026, the Company may redeem the Notes, in whole but not in part, only under certain limited
circumstances as set forth in the Indenture. On or after December 1, 2026, the Company may, at its option, redeem the Notes,
in whole or in part, on any interest payment date, subject to the receipt of any required regulatory approvals. Any redemption
by the Company would be at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus
accrued and unpaid interest to but excluding the date of redemption.
On March 26, 2003, the Company formed First Citizens Statutory Trust II. The Company issued $7,700 of subordinated
debentures to First Citizens Statutory Trust II in exchange for ownership of all the common securities of the First Citizens
Statutory Trust II. The Company is not considered the primary beneficiary of First Citizens Statutory Trust II; therefore, the
trust is not consolidated in the Company's financial statements, but rather the subordinated debentures are shown as a
liability. The Company's investment in the common stock of the trust was $232 and is included in Other assets.
On September 20, 2004, the Company formed First Citizens Statutory Trust III. The Company issued $12,900 of subordinated
debentures to First Citizens Statutory Trust III in exchange for ownership of all the common securities of the First Citizens
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
75
Statutory Trust III. The Company is not considered the primary beneficiary of First Citizens Statutory Trust III; therefore, the
trust is not consolidated in the Company's financial statements, but rather the subordinated debentures are shown as a
liability. The Company's investment in the common stock of the trust was $387 and is included in Other assets.
On March 23, 2007, the Company formed First Citizens Statutory Trust IV. The Company issued $5,200 of subordinated
debentures to First Citizens Statutory Trust IV in exchange for ownership of all the common securities of the First Citizens
Statutory Trust IV. The Company is not considered the primary beneficiary of First Citizens Statutory Trust IV; therefore, the
trust is not consolidated in the Company's financial statements, but rather the subordinated debentures are shown as a
liability. The Company's investment in the common stock of the trust was $155 and is included in Other assets.
In conjunction with the acquisition of Futura Banc Corp. ("Futura") on December 17, 2007, the Company assumed $4,700 of
subordinated debentures that were recorded at a fair value of $4,600 at the time of acquisition. On June 15, 2005, Futura issued
$2,600 of subordinated debentures to Futura TPF Trust I in exchange for ownership of all the common securities of the trust. On
June 15, 2005, Futura issued $2,100 of subordinated debentures to Futura TPF Trust II in exchange for ownership of all the
common securities of the trust. The Company is not considered the primary beneficiary of Futura TPF Trust I or Futura TPF
Trust II; therefore, the trusts are not consolidated in the Company's financial statements, but rather the subordinated debentures
are shown as a liability. The Company's investment in the common stock of the trusts was $148 and is included in Other assets.
For all the debentures mentioned above, interest is payable quarterly. The debentures and the common securities issued by each
of the trusts are redeemable in whole or in part on dates specified in the trust indenture document. All of the subordinated
debentures mentioned above may be included in Tier 1 capital (with certain limitations applicable) under current regulatory
guidelines and interpretations.
NOTE 14 - INCOME TAXES
Income taxes were as follows for the years ended December 31:
2024
2023
2022
Current - federal
$
6,498
$
8,256
$
6,973
Current - state
246
68
152
Deferred
(1,853)
(675)
483
Income taxes
$
4,891
$
7,649
$
7,608
Effective tax rates differed from the statutory federal income tax rate of 21% in 2024, 2023 and 2022 due to the following:
2024
2023
2022
Income taxes computed at the statutory federal tax
rate
$
7,681
$
10,629
$
9,878
Add (subtract) tax effect of:
Tax-exempt interest income, net
(1,975)
(1,938)
(1,666)
Low income housing investments
(555)
(620)
(679)
Cash surrender value of BOLI
(471)
(233)
(207)
Other
211
(189)
282
Income tax expense
$
4,891
$
7,649
$
7,608
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
76
Year-end deferred tax assets and liabilities were due to the following:
2024
2023
Deferred tax assets
Allowance for credit losses
$
8,554
$
7,711
Unrealized loss on securities available for sale
13,104
11,633
Unrealized loss on minimum pension liability
1,198
1,198
Deferred compensation
1,241
1,155
Unfunded commitment liability
733
819
Deferred loan fees, net
583
576
Purchase accounting adjustments
524
135
Accrued compensation
674
368
Lease liability
231
343
Other
74
287
Deferred tax asset
26,916
24,225
Deferred tax liabilities
Fixed assets depreciation
(1,968)
(2,198)
Prepaid pension
(1,602)
(1,343)
Loan servicing rights
(624)
(634)
Discount accretion on securities
(244)
(502)
FHLB stock dividends
(126)
(223)
Right of use asset
(231)
(343)
Prepaids
(297)
(314)
Other
(143)
(311)
Deferred tax liability
(5,235)
(5,868)
Net deferred tax asset
$
21,681
$
18,357
At December 31, 2024, the Company had no net operating losses subject to Section 382 limitations. As of December 31, 2023,
the Company had $30 in net operating losses subject to Section 382 limitations. No valuation allowance was established at
December 31, 2024 and 2023, due to the Company’s ability to carryforward net operating losses to taxes paid in future years
and certain tax strategies, coupled with the anticipated future income as evidenced by the Company’s earning potential.
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 2019 have been closed for purposes of examination by the Internal
Revenue Service.
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 $1,688, $1,608 and
$1,377 in 2024, 2023 and 2022, respectively. The Company’s matching contribution is 100% of an employee’s first three
percent contributed and 50% of the next two percent contributed.
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.
In October 2015, the Company, on behalf of it and its subsidiaries, entered into Pension Shortfall Agreements (the “Shortfall
Agreements”) with ten employees of Civista. 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
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
77
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 $82 in 2024, $118 in 2023 and $145 in 2022. Included in pension shortfall expense was interest
expense, totaling $36, $36 and $24 in 2024, 2023 and 2022, respectively, which was also recorded in and credited to the
accounts of the individuals covered by this plan.
Information about the pension plan is as follows:
2024
2023
Change in benefit obligation:
Beginning benefit obligation
$
8,019
$
10,123
Service cost
—
—
Interest cost
360
454
Curtailment gain
—
—
Settlement loss
—
—
Actuarial (gain)/loss
(537)
(637)
Benefits paid
(910)
(1,921)
Settlement payments
—
—
Ending benefit obligation
6,932
8,019
Change in plan assets, at fair value:
Beginning plan assets
9,953
10,934
Actual return
230
940
Employer contribution
—
—
Benefits paid
(910)
(1,921)
Settlement payments
—
—
Administrative expenses
—
—
Ending plan assets
9,273
9,953
Funded status at end of year
$
2,341
$
1,934
Amounts recognized in accumulated other comprehensive income (loss) at December 31, consist of unrecognized actuarial loss
of $4,506, net of $1,198 tax in 2024 and $4,506, net of $1,198 tax in 2023.
The accumulated benefit obligation for the defined benefit pension plan was $6,933 at December 31, 2024 and $8,019 at
December 31, 2023.
The components of net periodic pension expense were as follows:
2024
2023
2022
Service cost
$
—
$
—
$
—
Interest cost
360
454
392
Expected return on plan assets
(767)
(605)
(732)
Net amortization and deferral
—
—
—
Net periodic pension cost (benefit)
(407)
(151)
(340)
Additional loss due to settlement
—
—
—
Total pension cost (benefit)
$
(407) $
(151) $
(340)
Net loss (gain) recognized in other comprehensive
income
$
0
$
(972) $
(736)
Total recognized in net periodic benefit cost
and other comprehensive loss (before tax)
$
(407) $
(1,123) $
(1,076)
The components of net periodic benefit cost other than the service cost component are included in the line item “Other operating
expenses” in the Consolidated Statement of Operations.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
78
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 $80. The Company did not incur any settlement costs related to the
pension plan in 2024, 2023 or 2022.
The weighted average assumptions used to determine benefit obligations at year-end were as follows:
2024
2023
2022
Discount rate on benefit obligation
5.54%
4.76%
4.95%
Long-term rate of return on plan assets
5.00%
5.53%
4.84%
Rate of compensation increase
0.00%
0.00%
0.00%
The weighted average assumptions used to determine net periodic pension cost were as follows:
2024
2023
2022
Discount rate on benefit obligation
4.76%
4.95%
2.74%
Long-term rate of return on plan assets
5.53%
4.84%
3.84%
Rate of compensation increase
0.00%
0.00%
0.00%
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 2024, 2023 and 2022 was zero.
The Company’s pension plan asset allocation at year-end 2024 and 2023 and target allocation for 2024 by asset category are
as follows:
Target
Allocation
Percentage of Plan
Assets
at Year-end
Asset Category
2024
2024
2023
Equity securities
0-30%
20.0%
20.0%
Debt securities
70-100
80.0
80.0
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 seven diversified investment funds, which include four equity funds and three bond funds.
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 5.00% in 2024 and 5.53% in 2023. This return is based on the expected return for each of the asset categories,
weighted based on the target allocation for each class.
The Company does not expect to make any contribution to its pension plan in 2025. Employer contributions totaled $0 in 2024
and 2023. A decrease in the benefit obligations, offset by a decrease in the fair value of plan assets led to an increase in the
funded status from $1,934 at December 31, 2023 to a funded status of $2,341 at December 31, 2024.
Common/Collective Trust Funds
Common/Collective Trust Funds are valued at the daily net asset value ("NAV") as reported by the funds. These funds are not
traded in an active market or exchange, and the NAV per unit is calculated by dividing the net assets of the fund by the number
of units outstanding, which includes observable inputs. The method described above may
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
79
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 method is 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.
Certain investments that are measured at fair value using the NAV per share (or its equivalent) as a practical expedient are not
required to be categorized in the fair value hierarchy tables.
Fair Value of Investments in Entities That Use NAV
The following table summarizes investments measured at fair value based on NAV per share as of December 31, 2024 and
2023, respectively:
December 31, 2024
Fair Value
Unfunded
Commitments
Redemption
Frequency (if
currently eligible)
Redemption Notice
Period
Common/collective trust funds
$
9,273
N/A
Daily
Daily
December 31, 2023
Fair Value
Unfunded
Commitments
Redemption
Frequency (if
currently eligible)
Redemption Notice
Period
Common/collective trust funds
$
9,953
N/A
Daily
Daily
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 over the next ten years, which reflect expected future service, are as follows:
2025
$
219
2026
249
2027
272
2028
282
2029
305
2030 through 2034
2,564
Supplemental Executive Retirement Plan
Civista established a supplemental executive retirement plan (“SERP”) in 2011, which covers key members of management.
The SERP was amended and restated effective January 1, 2024. 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, 2024, was $4,593, compared to $4,083 at December 31, 2023. The expense related to the
SERP was $779, $233 and $420 for 2024, 2023 and 2022, respectively. Distributions to participants made in 2024, 2023 and
2022 totaled $270, $176, and $173, respectively.
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 authorized the Company to grant options, stock awards, stock units and other awards for up to 375,000
common shares of the Company. The 2014 Incentive Plan expired in accordance with its terms on April 16, 2024, and no
further awards may be granted under the 2014 Incentive Plan after April 16, 2024. On February 20, 2024, the Company's Board
of Director's adopted the Civista Bancshares, Inc. 2024 Incentive Plan (the "2024 Incentive Plan"), which was subsequently
approved by the shareholders of the Company at the Annual Meeting of Shareholders held on April 16, 2024. The 2024
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
80
Incentive Plan authorizes the Company to grant options, stock awards, stock units and other awards for up to 450,000 common
shares of the Company. There were 438,087 shares available for grants under this plan at December 31, 2024.
No options were granted under the 2014 Incentive Plan or the 2024 Incentive Plan during the years ended December 31, 2024
and 2023.
Annually, the Board of Directors has awarded restricted common shares to senior officers of the Company. The restricted
shares vest ratably over a three-year or five-year period following the grant date. 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 incentive plans. 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.
During the twelve months ended December 31, 2024, 2023 and 2022, directors of the Company’s banking subsidiary, Civista,
were paid a retainer in the form of non-restricted common shares of the Company. An aggregate of 10,626, 11,817 and 8,098
common shares were issued to Civista directors in 2024, 2023 and 2022, respectively, as payment of their retainer for their
service on the Civista Board of Directors. The issuances were expensed in their entirety when the shares were issued in the
amounts of $154, $189 and $196, respectively.
The Company includes share-based compensation for employees as “Compensation expense” in the Consolidated Statements
of Operations.
The following is a summary of the status of the Company’s restricted shares, and changes therein during the twelve months
ended December 31, 2024:
December 31, 2024
Number of
Restricted
Shares
Weighted
Average
Grant Date
Fair Value
Nonvested at beginning of period
85,670
$
21.88
Granted
42,239
15.51
Vested
(36,060)
21.47
Forfeited
(1,518)
21.41
Nonvested at end of period
90,331
19.14
The following is a summary of the status of the Company’s awarded restricted shares as of December 31, 2024:
At December 31, 2024
Date of Award
Shares
Remaining Expense
Remaining Vesting Period
(Years)
March 14, 2020
2,027
$
—
0.00
March 3, 2021
4,944
47
1.00
March 3, 2022
6,799
112
2.00
March 3, 2022
4,847
—
0.00
March 14, 2023
13,062
218
3.00
March 14, 2023
17,431
188
1.00
March 12, 2024
26,238
327
4.00
March 12, 2024
13,696
140
2.00
August 9, 2024
1,287
20
3.00
90,331
$
1,052
2.34
During the twelve months ended December 31, 2024, 2023 and 2022, the Company recorded share-based compensation
expense of $718, $801 and $630, respectively, for restricted shares granted under the Company's incentive plans. At
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
81
December 31, 2024, the total compensation cost related to unvested awards not yet recognized was $1,052, which is expected
to be recognized over the weighted average remaining life of the grants of 2.34 years.
NOTE 17 - FAIR VALUE MEASUREMENT
GAAP establishes 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 has two types of equity securities, one is not actively traded in an open market, while the other
is listed on an exchange and is less frequently traded. The fair value of equity securities available for sale not actively traded
in an open market is determined by using market data inputs for similar securities that are observable. (Level 2 inputs).
Fair value swap asset/liability: The fair value of swap assets and liabilities is based on an external derivative model using data
inputs as of the valuation date and classified Level 2.
Collateral Dependent Loans: The Company generally measures the fair value of collateral dependent loans 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 credit 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 below as a Level 3 measurement.
Assets and liabilities measured at fair value are summarized below.
Fair Value Measurements at December 31, 2024 using:
(Level 1)
(Level 2)
(Level 3)
Assets measured at fair value on a recurring basis:
Securities available for sale
U.S. Treasury securities and obligations of
U.S. Government agencies
$
—
$
97,387
$
—
Obligations of states and political subdivisions
—
325,119
—
Mortgage-backed securities in government
sponsored entities
—
225,561
—
Total securities available for sale
—
648,067
—
Equity securities
—
2,421
—
Swap asset
—
5,308
—
Liabilities measured at fair value on a recurring
basis:
Swap liability
—
11,638
—
Assets measured at fair value on a nonrecurring
basis:
Collateral-dependent loans
$
—
$
—
$
19,177
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
82
Fair Value Measurements at December 31, 2023 using:
(Level 1)
(Level 2)
(Level 3)
Assets measured at fair value on a recurring basis:
Securities available for sale
U.S. Treasury securities and obligations of
U.S. Government agencies
$
—
$
67,658
$
—
Obligations of states and political subdivisions
—
338,599
—
Mortgage-backed securities in government
sponsored entities
—
212,015
—
Total securities available for sale
—
618,272
—
Equity securities
—
2,169
—
Swap asset
—
12,481
—
Liabilities measured at fair value on a recurring
basis:
Swap liability
—
12,481
—
Assets measured at fair value on a nonrecurring
basis:
Collateral-dependent loans
$
—
$
—
$
5,083
The following tables present quantitative information about the Level 3 significant unobservable inputs for assets and liabilities
measured at fair value on a nonrecurring basis at December 31, 2024 and 2023.
Quantitative Information about Level 3 Fair Value Measurements
December 31, 2024
Fair Value
Valuation
Technique
Unobservable
Input
Range
Weighted
Average
Collateral-dependent loans
$
19,177
Appraisals which
utilize sales
comparison, net
income and cost
approach
Discounts for
collection issues
and changes in
market conditions
10 - 75%
25%
Quantitative Information about Level 3 Fair Value Measurements
December 31, 2023
Fair Value
Valuation
Technique
Unobservable
Input
Range
Weighted
Average
Collateral-dependent loans
$
5,083
Appraisals which
utilize sales
comparison, net
income and cost
approach
Discounts for
collection issues
and changes in
market conditions
20 - 50%
27%
Fair Value of Financial Instruments
Much of the information used to arrive at “fair value” is highly subjective and judgmental in nature and therefore the results
may not be precise. Subjective factors include, among other things, estimated cash flows, risk characteristics and interest rates,
all of which are subject to change. With the exception of investment securities, the Company’s financial instruments are not
readily marketable and market prices do not exist. Since negotiated prices for the instruments, which are not readily marketable,
depend greatly on the motivation of the buyer and seller, the amounts that will actually be realized or paid per settlement or
maturity of these instruments could be significantly different.
The carrying amount of cash and cash equivalents and accrued interest receivable, as a result of their short-term nature, is
considered to be equal to fair value and are classified as Level 1.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
83
The carrying amount of investments in time deposits is classified as Level 2.
It was not practicable to determine the fair value of FHLB stock due to restrictions placed on its transferability.
The Company uses an exit price income approach to determine the fair value of the loan portfolio. The model utilizes a
discounted cash flow approach to estimate the fair value of the loans using assumptions for the coupon rates, remaining
maturities, prepayment speeds, projected default probabilities, losses given defaults, and estimates of prevailing discount rates.
The discounted cash flow approach models the credit losses directly in the projected cash flows. The model applies various
assumptions regarding credit, interest, and prepayment risks for the loans based on loan types, payment types and fixed or
variable classifications. For all periods presented, the estimated fair value of individually analyzed loans is based on the fair
value of the collateral, less estimated cost to sell, or the present value of the loan’s expected future cash flows (discounted at
the loan’s effective interest rate). All individually analyzed loans are classified as Level 3 within the valuation hierarchy.
Mortgage servicing rights' fair value is calculated based off a discount rate, prepayment speeds and default rate and are
classified at Level 3.
The fair values of noninterest-bearing deposits are considered equal to the amount payable on demand at the reporting date
(i.e., carrying value) and are classified as Level 1. The fair value of savings, NOW and certain money market accounts are
equal to their carrying amounts and are a Level 1 classification. Fair values of fixed rate certificates of deposit are estimated
using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of
aggregated expected monthly maturities on time deposits resulting in a Level 3 classification.
The fair values of subordinated debentures are estimated using a discounted cash flow calculation that applies interest rates
currently being offered on subordinated debentures to the schedule of maturities on the subordinated debt tranches resulting in
a Level 3 classification.
FHLB advances with maturities greater than 90 days are valued based on discounted cash flow analysis, using interest rates
currently being quoted for similar characteristics and maturities resulting in a Level 3 classification.
The carrying amount and fair value of financial instruments carried at amortized cost were as follows:
December 31, 2024
Carrying
Amount
Total
Fair Value
Level 1
Level 2
Level 3
Financial Assets:
Cash and due from financial institutions
$
63,155
$
63,155
$
63,155
$
—
$
—
Investments in time deposits
1,450
1,450
—
$
1,450
—
Other securities
30,352
30,352
30,352
—
—
Loans, held for sale
665
665
665
—
—
Loans, net of allowance for credit losses
3,041,561
2,919,899
—
—
2,919,899
Mortgage servicing rights
2,877
3,854
—
—
3,854
Accrued interest receivable
13,453
13,453
13,453
—
—
Financial Liabilities:
Nonmaturing deposits
2,266,916
2,266,916
2,266,916
—
—
Time deposits
944,954
948,734
—
—
948,734
Short-term FHLB advances
339,000
339,000
339,000
—
—
Long-term FHLB advances
1,501
1,418
—
—
1,418
Subordinated debentures
104,089
101,175
—
—
101,175
Other borrowings
6,293
6,293
—
—
6,293
Accrued interest payable
9,518
9,518
9,518
—
—
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
84
December 31, 2023
Carrying
Amount
Total
Fair Value
Level 1
Level 2
Level 3
Financial Assets:
Cash and due from financial institutions
$
60,406
$
60,406
$
60,406
$
—
$
—
Investments in time deposits
1,225
1,225
—
$
1,225
—
Other securities
29,998
29,998
29,998
—
—
Loans, held for sale
1,725
1,725
1,725
—
—
Loans, net of allowance for credit losses
2,824,568
2,679,988
—
—
2,679,988
Mortgage servicing rights
3,018
3,018
—
—
3,018
Accrued interest receivable
12,819
12,819
12,819
—
—
Financial Liabilities:
Nonmaturing deposits
2,084,216
2,084,216
2,084,216
—
—
Time deposits
900,812
899,443
—
—
899,443
Short-term FHLB advances
338,000
337,267
337,267
—
—
Long-term FHLB advances
2,392
2,419
—
—
2,419
Subordinated debentures
103,943
101,563
—
—
101,563
Other borrowings
9,859
9,859
—
—
9,859
Accrued interest payable
9,525
9,525
9,525
—
—
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.
2024
2023
Fixed
Rate
Variable
Rate
Fixed
Rate
Variable
Rate
Commitments to extend credit:
Lines of credit and construction loans
$
31,940
$
657,401
$
58,318
$
668,893
Overdraft protection
10
55,085
10
59,489
Letters of credit
782
244
821
273
$
32,732
$
712,730
$
59,149
$
728,655
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 3.1% to 8.9% at December 31, 2024 and 3.5% to 8.5% at December 31, 2023. 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 $0 as of both December 31, 2024 and
December 31, 2023.
CBI and Civista are parties to various claims and proceedings arising in the normal course of business. Management, after
consultation with legal counsel, believes that the liabilities, if any, arising from such proceedings and claims will not be material
to the consolidated balance sheet or results of operations.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
85
NOTE 19 - CAPITAL REQUIREMENTS AND RESTRICTION ON RETAINED EARNINGS
CBI and Civista (collectively, the “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 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 factors.
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 Tier 1 capital to average assets. Management believes, as of December 31, 2024,
that the Companies met all capital adequacy requirements to which they were subject.
As of December 31, 2024, and 2023, the most recent notification from the Federal Reserve Bank categorized Civista as well
capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, Civista 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 below. There are no conditions or events since that notification that management believes
have changed Civista’s category.
The Company’s and Civista’s actual capital levels and minimum required capital levels at December 31, 2024 and 2023 were
as follows:
To Be Well
Capitalized Under
For Capital
Prompt Corrective
Actual
Adequacy Purposes
Action Purposes
Amount
Ratio
Amount
Ratio
Amount
Ratio
2024
Total Risk Based Capital
Consolidated
$
456,499
13.9%
$
261,904
8.0%
n/a
n/a
Civista
420,363
12.9%
261,693
8.0%
$
327,116
10.0%
Tier I Risk Based Capital
Consolidated
341,811
10.4%
196,428
6.0%
n/a
n/a
Civista
379,447
11.6%
196,270
6.0%
261,693
8.0%
CET1 Risk Based Capital
Consolidated
312,384
9.5%
147,321
4.5%
n/a
n/a
Civista
379,447
11.6%
147,202
4.5%
212,626
6.5%
Leverage
Consolidated
341,811
8.6%
158,679
4.0%
n/a
n/a
Civista
379,447
9.6%
157,823
4.0%
197,278
5.0%
2023
Total Risk Based Capital
Consolidated
$
429,080
14.4%
$
237,604
8.0%
n/a
n/a
Civista
400,047
13.5%
236,568
8.0%
$
295,710
10.0%
Tier I Risk Based Capital
Consolidated
318,322
10.7%
178,203
6.0%
n/a
n/a
Civista
363,033
12.3%
177,426
6.0%
236,568
8.0%
CET1 Risk Based Capital
Consolidated
288,895
9.7%
133,652
4.5%
n/a
n/a
Civista
363,033
12.3%
133,069
4.5%
192,211
6.5%
Leverage
Consolidated
318,322
8.8%
145,489
4.0%
n/a
n/a
Civista
363,033
10.0%
145,245
4.0%
181,556
5.0%
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
86
CBI’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 CBI 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 capital requirements. At
December 31, 2024, Civista had $51,007 of net profits available to pay dividends to CBI without requiring regulatory approval.
NOTE 20 - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Condensed financial information of CBI follows:
December 31,
Condensed Balance Sheets
2024
2023
Assets:
Cash
$
8,879
$
8,331
Equity securities
2,421
2,169
Investment in bank subsidiary
460,070
450,791
Investment in nonbank subsidiaries
4,041
3,917
Other assets
18,841
12,354
Total assets
$
494,252
$
477,562
Liabilities:
Other liabilities
$
1,661
$
1,618
Subordinated debentures
104,089
103,943
Total liabilities
105,750
105,561
Shareholders’ Equity:
Common stock
312,037
311,166
Accumulated earnings
205,408
183,787
Treasury stock
(75,586)
(75,422)
Accumulated other comprehensive loss
(53,357)
(47,530)
Total shareholders’ equity
388,502
372,001
Total liabilities and shareholders’ equity
$
494,252
$
477,562
For the years ended December 31,
Condensed Statements of Operations
2024
2023
2022
Dividends from bank subsidiaries
$
20,300
$
28,100
$
26,300
Dividends from non-bank subsidiaries
1,350
1,390
1,150
Interest expense
(4,931)
(4,849)
(3,781)
Pension benefit
407
150
340
Other expense, net
(2,223)
(1,518)
(2,384)
Income before equity in undistributed net
earnings of subsidiaries
14,903
23,273
21,625
Income tax benefit
1,418
1,309
1,140
Equity in undistributed net earnings of subsidiaries
15,362
18,382
16,662
Net income
$
31,683
$
42,964
$
39,427
Comprehensive income (loss)
$
25,856
$
53,489
$
(27,438)
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
87
For the years ended December 31,
Condensed Statements of Cash Flows
2024
2023
2022
Operating activities:
Net income
$ 31,683.00
$ 42,964.00
$ 39,427.00
Adjustment to reconcile net income to net cash
from operating activities:
Change in other assets and other liabilities
(5,546)
(12,836)
4,587
Equity in undistributed net earnings of
subsidiaries
(15,362)
(18,382)
(16,662)
Net cash provided by operating activities
10,775
11,746
27,352
Investing activities:
Acquisition and additional capitalization of
subsidiary, net of cash acquired
—
(14,000)
(25,960)
Net cash used in investing activities
—
(14,000)
(25,960)
Financing activities:
Purchase of treasury stock
(164)
(1,628)
(16,887)
Cash dividends paid
(10,063)
(9,599)
(8,493)
Net cash used in financing activities
(10,227)
(11,227)
(25,380)
Net change in cash and cash equivalents
548
(13,481)
(23,988)
Cash and cash equivalents at beginning of year
8,331
21,812
45,800
Cash and cash equivalents at end of year
$
8,879
$
8,331
$
21,812
NOTE 21 - EARNINGS PER COMMON SHARE
The factors used in the earnings per share computation follow.
2024
2023
2022
Basic
Net income
$
31,683 $
42,964 $
39,427
Less allocation of earnings and dividends to
participating securities
671
1,583
498
Net income available to common
shareholders—basic
$
31,012 $
41,381 $
38,929
Weighted average common shares outstanding
15,724,768
15,734,624
15,162,032
Less average participating securities
333,029
579,857
191,402
Weighted average number of shares outstanding
used in the calculation of basic earnings
per common share
15,391,739
15,154,767
14,970,630
Basic earnings per share
$
2.01 $
2.73 $
2.60
Diluted
Net income available to common
shareholders—basic
$
31,012 $
41,381 $
38,929
Net income available to common
shareholders—diluted
$
31,012 $
41,381 $
38,929
Weighted average common shares
outstanding used in the calculation of
earnings per common share basic
15,391,739
15,154,767
14,970,630
Average shares and dilutive potential
common shares outstanding—diluted
15,391,739
15,154,767
14,970,630
Diluted earnings per share
$
2.01 $
2.73 $
2.60
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
88
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.
NOTE 22 - 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 interest rate swaps are free-standing derivatives and are recorded at
fair value. 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 unless a significant difference in credit risk emerges between
the counterparties at either end of one of the swap contracts. None of the Company’s derivatives are designated as hedging
instruments.
The Company presents derivative positions gross on the balance sheet for customers and net for financial institution
counterparty positions subject to master netting arrangements. The fair value on the asset side was reduced by the margin call
adjustment per the Company's netting arrangement in the amount of $6,330 as of December 31, 2024.
The following table reflects the derivatives recorded on the balance sheet as of December 31:
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
89
2024
2023
Notional
Amount
Fair Value
Notional
Amount
Fair Value
Swap assets
Interest rate swaps with loan customers in an
asset position
$
68,621
$
1,169
$
44,773
$
2,114
Counterparty positions with financial
institutions in an asset position
247,727
10,469
228,873
10,367
Total before netting adjustments
11,638
12,481
Netting adjustments - cash collateral posted by
counterparties*
(6,330)
—
Total Swap assets
$
5,308
$
12,481
Swap liabilities
Interest rate swaps with loan customers in a
liability position
$
179,106
$
11,638
$
184,100
$
12,481
Counterparty positions with financial
institutions in a liability position
—
—
—
—
Total before netting adjustments
11,638
12,481
Netting adjustments - cash collateral posted to
counterparties**
—
—
Total Swap liabilities
$
11,638
$
12,481
*Cash collateral posted by counterparties represents the obligation to return cash collateral received from
counterparties.
**Cash collateral posted to counterparties represents the right to reclaim cash collateral that was paid to
counterparties.
Gross notional positions with customers
$
247,727
$
228,873
Gross notional positions with financial
institution counterparties
$
247,727
$
228,873
The effect of swap fair value changes on the Consolidated Statement of Operations for the years ended December 31, 2024,
2023 and 2022 are as follows:
Amount of Gain or (Loss) Recognized in
Income on Derivatives
Derivative Not Designated as
Hedging Instruments
Location of Gain or
(Loss) Recognized in
Income on Derivative
2024
2023
2022
Interest rate swaps related to
customer loans
Other income
$
—
$
—
$
—
Total
$
—
$
—
$
—
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. The Company classifies changes in the fair value of derivatives with “Other” in the
Consolidated Statements of Operation. Any fees paid to enter the swap contract at inception are recognized in earnings when
received. Such fees amounted to $232 and $673 during the years ended December 31, 2024 and 2023, respectively.
The Company did not have any cash or securities pledged as collateral on its interest rate swaps with third party financial
institutions at December 31, 2024 or 2023.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
90
NOTE 23 – QUALIFIED AFFORDABLE HOUSING PROJECT INVESTMENTS
The Company invests in qualified affordable housing projects. At December 31, 2024 and 2023, the balance of the Company’s
investments in qualified affordable housing projects was $15,850 and $15,122, respectively. 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 $5,668 and $5,722 at December 31, 2024 and 2023, respectively. These balances are
reflected in the Accrued expenses and other liabilities line on the Consolidated Balance Sheet.
During the years ended December 31, 2024, 2023 and 2022, the Company recognized amortization expense with respect to its
investments in qualified affordable housing projects of $1,273, $1,035 and $1,086, respectively, which was included within
pre-tax income on the Consolidated Statements of Operations.
Additionally, during the years ended December 31, 2024, 2023 and 2022, the Company recognized tax credits and other
benefits from its investments in affordable housing tax credits of $1,562, $1,655 and $1,391, respectively. During the years
ended December 31, 2024, 2023 and 2022, the Company did not incur impairment losses related to its investment in qualified
affordable housing projects.
NOTE 24 – REVENUE RECOGNITION
The Company accounts for revenues from contracts with customers under ASC 606, Revenue from Contracts with Customers.
Revenue associated with financial instruments, including revenue from loans and securities are outside the scope of the new
standard and accounted for under existing GAAP. In addition, certain noninterest income streams such as fees associated with
mortgage servicing rights, financial guarantees, derivatives and certain credit card fees are also not in scope of the new
guidance. Noninterest revenue streams in-scope of ASC 606 are discussed below.
Service Charges
Service charges consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts),
monthly service fees, and other deposit account related fees. The Company’s performance obligation for account analysis fees
and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is
provided. Other deposit account related fees are largely transactional based, and therefore, the Company’s performance
obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is
primarily received immediately or in the following month through a direct charge to customers’ accounts.
ATM/Interchange Fees
Fees, exchange, and other service charges are primarily comprised of debit and credit card income, ATM fees and other service
charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and
credit cards are processed through card payment networks such as Mastercard. ATM fees are primarily generated when a
Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. The Company’s
performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized,
when the services are rendered or upon completion. Payment is typically received immediately or in the following month.
Wealth Management Fees
Wealth management fees are primarily comprised of fees earned from the management and administration of trusts and other
customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized
monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is
generally received in the following month through a direct charge to customers’ accounts. The Company does not earn
performance-based incentives.
Tax Refund Processing Fees
The Company facilitates the payment of federal and state income tax refunds in partnership with a third-party vendor. Refund
Transfers (“RTs”) are fee-based products whereby a tax refund is issued to the taxpayer after the Company has received the
refund from the federal or state government. As part of this agreement the Company earns fee income, the majority of which
is received in the first quarter of the year. The Company’s fee income revenue is recognized based on the estimated percent of
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
91
business completed by each date. The Company exited this line of business in 2023 resulting in no fee income in 2024 or on a
go-forward basis.
Other
Other noninterest income consists of other recurring revenue streams such as check order fees, wire transfer fees, safety deposit
box rental fees, item processing fees and other miscellaneous revenue streams. Check order income mainly represents fees
charged to customers for checks. Wire transfer fees represent revenue from processing wire transfers. Safe deposit box rental
fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that
since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of
the performance obligation. Item processing fee income represents fees charged to other financial institutions for processing
their transactions. Payment is typically received in the following month.
The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the
years ended December 31, 2024, 2023 and 2022.
For the years ended December
31,
2024
2023
2022
Noninterest Income
In-scope of Topic 606:
Service charges
$
6,114
$
7,206
$
7,074
ATM/Interchange fees
5,841
5,880
5,499
Wealth management fees
5,519
4,767
4,902
Tax refund processing fees
—
2,375
2,375
Other
1,649
10,220
4,686
Noninterest Income (in-scope of Topic 606)
19,123
30,448
24,536
Noninterest Income (out-of-scope of Topic 606)
18,625
6,715
4,540
Total Noninterest Income
$ 37,748
$ 37,163
$ 29,076
NOTE 25 - LEASES
We have operating leases for several branch locations and office space. The Company’s lease agreements do not contain any
material residual value guarantees or material restrictive covenants. We also lease certain office equipment under operating
leases. Many of our leases include both lease (e.g., minimum rent payments) and non-lease (e.g., common-area or other
maintenance costs) components. The Company accounts for each component separately based on the standalone price of each
component. In addition, we have several operating leases with lease terms of less than one year and therefore, we have elected
the practical expedient to exclude these short-term leases from our right-of-use (ROU) assets and lease liabilities.
Most leases include one or more options to renew. The exercise of lease renewal options is typically at our sole discretion. The
majority of renewals to extend the lease terms are included in our ROU assets and lease liabilities as they are reasonably certain
of exercise.
As most of our leases do not provide an implicit rate, we use the fully collateralized FHLB borrowing rate, commensurate with
the lease terms based on the information available at the lease commencement date in determining the present value of the lease
payments.
CIVISTA BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024, 2023 and 2022
(Amounts in thousands, except share data)
92
The balance sheet information related to our operating leases were as follows as of December 31, 2024 and 2023:
Classification on
the Consolidated
Balance Sheet
December 31,
2024
December 31,
2023
Assets:
Operating lease
Other assets
$
1,063
$
1,632
Liabilities:
Operating lease
Accrued expenses
and other liabilities
$
1,063
$
1,632
The cost components of our operating leases were as follows for the periods ended December 31, 2024 and 2023:
December 31,
2024
December 31,
2023
Lease cost
Operating lease cost
$
631
$
499
Short-term lease cost
220
160
Sublease income
(28)
(26)
Total lease cost
$
823
$
633
Maturities of our lease liabilities for all operating leases for each of the next five years and thereafter is as follows:
2025
$
292
2026
241
2027
242
2028
171
2029
144
Thereafter
132
Total lease payments
$
1,222
Less: Imputed Interest
159
Present value of lease liabilities
$
1,063
The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of
December 31, 2024:
Weighted-average remaining lease term - operating leases (years)
5.89
Weighted-average discount rate - operating leases
2.94%
The Company is the lessor of equipment under operating leases to a wide variety of customers, from commercial and industrial
to government and healthcare. The operating lease assets are presented on the balance sheet as Premises and equipment. The
Company records lease revenue over the term of the lease and retains ownership of the related assets which are depreciated
over the estimated useful life, normally two to six years.
The Company also leases equipment to customers under direct financing leases. At the inception of each lease, the lease
receivables, together with the present value of the estimated unguaranteed residual values are presented on the balance sheet
as Loans. The excess of the lease receivables and residual values over the cost of the equipment is recorded as unearned lease
income and will be recognized over the lease term, normally two to six years as well.
93
NOTE 26 - SEGMENT REPORTING
The Company conducts its operations through one single business segment, which is determined by the Chief Financial
Officer, who is the designated chief operating decision maker, ("CODM").
This decision is based upon information provided about the Company's products and services offered. The segment
is also distinguished by the level of information provided to the CODM, who uses such information to review
performance of various components of the business, which are then
aggregated if operating performance,
products/services, and customers are similar. The CODM evaluates revenue streams, significant expenses, and budget
to actual results in assessing the Company's segment and in the determination of allocating resources. The CODM
uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return
on assets.
The CODM uses consolidated net income to benchmark the Company against its competitors.
The
benchmarking analysis coupled with monitoring of budget to actual results are used in assessment performance and
in establishing compensation. Loans and investments provide the majority of revenues in the banking operation.
Interest expense, provision for
credit losses, and compensation expense provide the significant expenses in the
banking operation.
The Company's segment assets represent its total assets as presented in the Consolidated Balance Sheet.
All of the Company's earnings relate to its operations within the United States.