8-K

CIVISTA BANCSHARES, INC. (CIVB)

8-K 2022-10-27 For: 2022-10-27
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 27, 2022

Civista Bancshares, Inc.

(Exact name of Registrant as specified in its charter)

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

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

(Address of principle executive offices)

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

N/A

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

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

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter)

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

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

Emerging growth company  ☐

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

Item 2.02 Results of Operations and Financial Condition

On October 27, 2022, Civista Bancshares, Inc. announced preliminary unaudited earnings for the three and nine month periods ended September 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated here by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibit 99.1 Press release of Civista Bancshares, Inc. reporting financial results and earnings for the three and nine month periods ended September 30, 2022.

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

2

SIGNATURE

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

Civista Bancshares, Inc.
(Registrant)
Date: October 27, 2022 /s/ Todd A. Michel
Todd A. Michel,
Senior Vice President & Controller

3

EX-99.1

Exhibit 99.1

LOGO

Civista Bancshares, Inc. Announces Third Quarter 2022 Financial Results

Sandusky, Ohio, October 27, 2022 /PRNewswire/– Civista Bancshares, Inc. (NASDAQ:CIVB) (“Civista”) announced its unaudited financial results for the three and nine month periods ending September 30, 2022.

Third quarter and year-to-date 2022 highlights:

Net income of $11.1 million, or $0.72 per diluted share, for the third quarter of 2022, compared to<br>$9.6 million, or $0.64 per diluted share, for the third quarter of 2021.
Net income of $27.3 million, or $1.82 per diluted share, compared to $29.6 million, or $1.90 per<br>diluted share, for the nine months ended September 30, 2022 and 2021, respectively.
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Low cost of deposits of 14 basis points and total funding costs of 29 basis points for the quarter.<br>
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Based on the September 30, 2022 market close share price of $20.76, the $0.14 third quarter dividend is<br>equivalent to an annualized yield of 2.70% and a dividend payout ratio of 19.44%.
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On July 1, 2022, we consummated the merger of Comunibanc Corp. with and into Civista and Henry County Bank,<br>a wholly owned subsidiary of Comunibanc, with and into Civista Bank.
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Negotiated the merger of Vision Financial Group, a leasing company based in Pittsburgh, PA, with and into Civista<br>Bank. The deal closed in the fourth quarter 2022.
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“We are extremely pleased with our third quarter results. Due to our strong core funding and rising interest rates, our net interest margin increased 60 basis points to 4.03% compared to the previous quarter. Net interest income increased 25.4% compared to the previous quarter as we primarily benefitted from our first full quarter of earnings from the Henry County Bank acquisition, the rising interest rate environment, and excellent organic loan growth” said Dennis G. Shaffer, CEO and President of Civista.

1

Results of Operations:

For the three-month period ended September 30, 2022 and 2021

Net interest income increased $6.0 million, or 24.6%, for the third quarter of 2022 compared to the same period of 2021. Interest income increased $6.7 million while interest expense increased $743 thousand. Both increases were primarily due to rates. Accretion of PPP fees was $122 thousand during the third quarter 2022 compared to $2.5 million for the same period in 2021.

Net interest margin increased 41 basis points to 4.03% for the third quarter of 2022, compared to 3.62% for the same period a year ago. The increase in margin is primarily due to increases in the volume of earning assets and to the yield on earning assets.

The increase in interest income was primarily due to a $254.8 million increase in average earning assets, which led to a $4.6 million increase in interest income. Additionally, increased interest rates led to a 48 basis point increase in asset yield and a $2.1 million increase in interest income.

Interest expense increased $743 thousand, or 55.0%, for the third quarter of 2022, compared to the same period last year. The average rate paid on interest-bearing liabilities increased 13 basis points, while average interest-bearing liabilities increased $177.5 million. The increase in the rate is primarily due to the issuance of $75 million, 3.25% subordinated debt in November 2021. The increase in interest rates has not yet translated to significant increases in deposit costs.

2

Average Balance Analysis

(Unaudited - Dollars in thousands)

Three Months Ended September 30,
2022 2021
Average<br>balance Interest Yield/<br>rate * Average<br>balance Interest Yield/<br>rate *
Assets:
Interest-earning assets:
Loans ** $ 2,289,588 $ 27,176 4.71 % $ 2,010,665 $ 22,704 4.48 %
Taxable securities *** 354,597 2,936 3.06 % 264,655 1,423 2.18 %
Non-taxable securities *** 268,327 1,998 3.47 % 217,987 1,555 3.91 %
Interest-bearing deposits in other banks 89,744 423 1.87 % 254,143 102 0.16 %
Total interest-earning assets *** $ 3,002,256 32,533 4.30 % $ 2,747,450 25,784 3.82 %
Noninterest-earning assets:
Cash and due from financial institutions 58,581 33,803
Premises and equipment, net 28,633 22,845
Accrued interest receivable 8,907 7,417
Intangible assets 84,265 84,949
Bank owned life insurance 53,131 46,557
Other assets 48,013 38,189
Less allowance for loan losses (27,546 ) (26,683 )
Total Assets $ 3,256,240 $ 2,954,527
Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
Demand and savings $ 1,457,112 $ 379 0.10 % $ 1,331,032 $ 302 0.09 %
Time 280,903 557 0.79 % 257,047 668 1.03 %
Short-term FHLB advances 6,713 48 2.84 % 0.00 %
Long-term FHLB advances 25,336 133 2.08 % 75,000 194 1.03 %
Subordinated debentures 103,751 975 3.73 % 29,427 182 2.45 %
Repurchase agreements 19,277 2 0.04 % 23,084 5 0.09 %
Total interest-bearing liabilities $ 1,893,092 2,094 0.44 % $ 1,715,590 1,351 0.31 %
Noninterest-bearing deposits 980,999 849,501
Other liabilities 77,015 40,466
Shareholders’ equity 305,134 348,970
Total Liabilities and Shareholders’ Equity $ 3,256,240 $ 2,954,527
Net interest income and interest rate spread $ 30,439 3.86 % $ 24,433 3.50 %
Net interest margin *** 4.03 % 3.62 %
* Average yields are presented on a tax equivalent basis. The tax equivalent effect associated with loans and<br>investments, included in the yields above, was $532 thousand and $414 thousand for the periods ended September 30, 2022 and 2021, respectively.
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** Average balance includes nonaccrual loans
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*** Average yield on investments were calculated by adjusting the average balances of taxable and nontaxable<br>securities by unrealized losses of $46.9 million in 2022 and by unrealized gains of $24.5 million in 2021. These adjustments were also made when calculating the yield on earning assets and the margin.
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3

For the nine-month period ended September 30, 2022 and 2021

Net interest income increased $5.5 million, or 7.7%, compared to the same period in 2021.

Interest income increased $6.3 million, or 8.1%, for the first nine months of 2022. Average earning assets increased $52.6 million, resulting in an increase in interest income of $6.1 million. While average yields increased 17 basis points, interest income only increased $152 thousand due to yield. During the nine-month period, the Bank had average PPP Loans totaling $13.7 million compared to $187.4 million for the same period last year. For the nine months ended September 30, 2022, these loans had an average yield of 17.82% including the amortization of PPP fees, which increased the margin by 7 basis points.

Interest expense increased $718 thousand, or 14.6%, for the first nine months of 2022 compared to the same period of 2021. Average rates increased 3 basis points and average interest-bearing liabilities increased $126.8 million, resulting in a $1.4 million increase in interest expense.

Net interest margin increased 14 basis points to 3.62% for the first nine months of 2022, compared to 3.48% for the same period a year ago.

4

Average Balance Analysis

(Unaudited - Dollars in thousands)

Nine Months Ended September 30,
2022 2021
Average<br>balance Interest Yield/<br>rate * Average<br>balance Interest Yield/<br>rate *
Assets:
Interest-earning assets:
Loans ** $ 2,111,019 $ 70,065 4.44 % $ 2,044,741 $ 68,140 4.46 %
Taxable securities *** 322,262 6,431 2.53 % 214,979 3,928 2.51 %
Non-taxable securities *** 262,790 5,669 3.55 % 211,538 4,599 4.02 %
Interest-bearing deposits in other banks 199,019 1,098 0.74 % 371,204 341 1.20 %
Total interest-earning assets *** $ 2,895,090 83,263 3.88 % $ 2,842,462 77,008 3.71 %
Noninterest-earning assets:
Cash and due from financial institutions 108,220 37,763
Premises and equipment, net 24,429 22,578
Accrued interest receivable 8,025 8,146
Intangible assets 84,268 84,817
Bank owned life insurance 48,965 46,310
Other assets 44,077 37,504
Less allowance for loan losses (27,168 ) (26,288 )
Total Assets $ 3,185,906 $ 3,053,292
Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
Demand and savings $ 1,414,215 $ 860 0.08 % $ 1,297,217 $ 979 0.10 %
Time 250,230 1,491 0.80 % 270,139 2,387 1.18 %
Short-term FHLB advances 2,380 49 2.75 % 0.00 %
Long-term FHLB advances 58,263 515 1.18 % 100,458 968 1.29 %
Subordinated debentures 103,726 2,701 3.48 % 29,427 553 2.51 %
Repurchase agreements 21,910 8 0.05 % 26,695 19 0.10 %
Total interest-bearing liabilities $ 1,850,724 5,624 0.41 % $ 1,723,936 4,906 0.38 %
Noninterest-bearing deposits 936,686 940,123
Other liabilities 76,748 39,952
Shareholders’ equity 321,748 349,281
Total Liabilities and Shareholders’ Equity $ 3,185,906 $ 3,053,292
Net interest income and interest rate spread $ 77,639 3.48 % $ 72,102 3.33 %
Net interest margin *** 3.62 % 3.48 %
* Average yields are presented on a tax equivalent basis. The tax equivalent effect associated with loans and<br>investments, included in the yields above, was $1.5 million and $1.2 million for the periods ended September 30, 2022 and 2021, respectively.
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** Average balance includes nonaccrual loans
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*** Average yield on investments were calculated by adjusting the average balances of taxable and nontaxable<br>securities by unrealized losses of $24.7 million in 2022 and by unrealized gains of $23.9 million in 2021. These adjustments were also made when calculating the yield on earning assets and the margin.
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5

Provision for loan losses was $300 thousand for the third quarter of 2022 while nothing was provided in the third quarter of 2021. Provision for loan losses was $1.0 million for the first nine months of 2022 compared to $830 thousand for the first nine months of 2021. The reserve ratio was 1.19% at September 30, 2022 and 1.33% at December 31, 2021. Loans outstanding at September 30, 2022 include approximately $174.3 million related to the acquisition of Comunibanc, including a $2.8 million credit mark.

For the third quarter of 2022, noninterest income totaled $5.7 million, a decrease of $692 thousand, or 10.8%, compared to the prior year’s third quarter.

Noninterest income

(unaudited - dollars in thousands)

Three months ended September 30,
2022 2021 change % change
Service charges $ 1,885 $ 1,519 24.1 %
Net gain on sale of securities 4 4 0.0 %
Net gain/(loss) on equity securities (133 ) 50 ) -366.0 %
Net gain on sale of loans 637 1,612 ) -60.5 %
ATM/Interchange fees 1,394 1,330 4.8 %
Wealth management fees 1,208 1,236 ) -2.3 %
Bank owned life insurance 255 261 ) -2.3 %
Other 484 373 29.8 %
Total noninterest income $ 5,734 $ 6,426 ) -10.8 %

All values are in US Dollars.

Service charges increased due to a $196 thousand increase service charges on deposit accounts and a $130 thousand increase in overdraft fees.

Net loss on equity securities increased as a result of market value decreases.

Net gain on sale of loans decreased primarily because of a decrease in volume of loans sold, which was driven by increased interest rates. Proceeds from the sale of loans sold totaled $11.7 million and $21.2 million during the three months ended September 30, 2022 and 2021, respectively.

Other income increased as result of an increase in servicing fee income. Loans serviced total $457.1 million at September 30, 2022 compared to $395.3 million at September 30, 2021.

6

For the nine months ended September 30, 2022, noninterest income totaled $19.0 million, a decrease of $5.6 million, or 22.8%, compared to the same period in the prior year.

Noninterest income

(unaudited - dollars in thousands)

Nine months ended September 30,
2022 2021 change % change
Service charges $ 5,004 $ 4,092 22.3 %
Net gain on sale of securities 10 1,787 ) -99.4 %
Net gain/(loss) on equity securities (44 ) 191 ) -123.0 %
Net gain on sale of loans 2,146 6,575 ) -67.4 %
ATM/Interchange fees 3,990 3,950 1.0 %
Wealth management fees 3,713 3,570 4.0 %
Bank owned life insurance 732 752 ) -2.7 %
Tax refund processing fees 2,375 2,375 0.0 %
Other 1,086 1,214 ) -10.5 %
Total noninterest income $ 19,012 $ 24,641 ) -22.8 %

All values are in US Dollars.

Service charges increased due to a $576 thousand increase overdraft fees and a $336 thousand increase in service charges on deposit accounts.

Net gain on sale of securities decreased due to the $1.8 million nonrecurring gain on the sale of Visa Class B shares in 2021.

Net loss on equity securities increased as a result of market value decreases.

Net gain on sale of loans decreased primarily because of a decrease in volume of loans sold, which was driven by increased interest rates. Proceeds from the sale of loans sold totaled $107.6 million and $204.7 million during the nine months ended September 30, 2022 and 2021, respectively.

Wealth management fees increased due to an increase in the average rate earned on the assets in 2022.

Other income decreased as result of a $203 thousand increase in insurance loss reserves at Civista’s reinsurance subsidiary. The loss reserve is an accrual against unpaid claims.

7

For the third quarter of 2022, noninterest expense totaled $22.6 million, an increase of $3.3 million, or 17.2%, compared to the prior year’s third quarter.

Noninterest expense

(unaudited - dollars in thousands)

Three months ended September 30,
2022 2021 change % change
Compensation expense $ 12,484 $ 11,390 9.6 %
Net occupancy and equipment 1,889 1,429 32.2 %
Contracted data processing 846 429 97.2 %
Taxes and assessments 799 758 5.4 %
Professional services 1,335 776 72.0 %
Amortization of intangible assets 456 223 104.5 %
ATM/Interchange expense 604 594 1.7 %
Marketing 372 359 3.6 %
Software maintenance expense 942 819 15.0 %
Other 2,828 2,474 14.3 %
Total noninterest expense $ 22,555 $ 19,251 17.2 %

All values are in US Dollars.

Compensation expense increased primarily due to the acquisition of Comunibanc Corp.

The increase in occupancy expense is due to increases in utilities and ground maintenance as a result of adding eight additional branches and general cost increases. Equipment expense increased due to office equipment purchases of $101 thousand.

Taxes and assessments increased as Franchise tax expense increased due to an increase in equity capital, which is the basis of the Ohio Financial Institutions tax. This was partially offset by a decrease in FDIC assessments due to lower assessment multipliers charged to Civista.

Professional services increased primarily due to one-time merger related legal and audit fees of $430 thousand, accompanied by increases in recruitment fees and fees related to increased call volumes at the Company’s call center.

The increase in amortization of intangible assets is related to the merger with Comunibanc Corp.

The increase in Software maintenance expense is due to both increases in software maintenance contracts as well as the implementation of the new digital banking platform, introduced in June 2021.

The increase in other operating expense is primarily due to merger related expenses of $116 thousand, travel, lodging and meals of $64 thousand.

The efficiency ratio was 61.4% for the quarter ended September 30, 2022 compared to 61.6% for the quarter ended September 30, 2021. The change in the efficiency ratio is primarily due to an increase in net interest income partially offset by an increase in noninterest expense.

Civista’s effective income tax rate for the third quarter 2022 was 16.6% compared to 16.9% in 2021.

8

For the nine months ended September 30, 2022, noninterest expense totaled $63.2 million, an increase of $2.5 million, or 4.1%, compared to the same period in the prior year.

Noninterest expense

(unaudited - dollars in thousands)

Nine months ended September 30,
2022 2021 change % change
Compensation expense $ 36,654 $ 34,578 6.0 %
Net occupancy and equipment 5,122 4,556 12.4 %
Contracted data processing 1,899 1,362 39.4 %
Taxes and assessments 2,416 2,436 ) -0.8 %
Professional services 3,593 2,255 59.3 %
Amortization of intangible assets 890 668 33.2 %
ATM/Interchange expense 1,659 1,843 ) -10.0 %
Marketing 1,069 1,000 6.9 %
Software maintenance expense 2,440 1,872 30.3 %
Other 7,450 10,132 ) -26.5 %
Total noninterest expense $ 63,192 $ 60,702 4.1 %

All values are in US Dollars.

The increase in compensation expense was due to increased payroll, 401k expenses, payroll taxes and commission and incentive-based costs. Payroll and payroll related expenses increased due to annual pay increases. The addition of Comunibanc also contributed to the increase.

Equipment expense increased due to a $354 thousand increase in computer and $202 thousand due to security equipment purchases.

Contracted data processing fees increased due to merger related system deconversion fees of $564, offset by a decrease in computer processing fees.

Professional services primarily increased due to a $991 thousand increase in merger related expenses legal and audit and a $264 thousand increase in consulting fees, including recruiter and call center costs.

The increase in software maintenance expense is due to both increases in software maintenance contracts as well as the implementation of the new digital banking platform, introduced in June 2021.

The decrease in other expense is due to the 2021 prepayment penalty of $3.7 million related to the early payoff of an FHLB long-term advance. This was partially offset by a credit to the valuation adjustment for mortgage servicing rights posted in 2021 and increases in travel, lodging and meals, stationery and supplies and bad check expense.

The efficiency ratio was 64.4% for the nine months ended September 30, 2022 compared to 62.0% for the nine months ended September 30, 2021. The change in the efficiency ratio is primarily due to an increase in noninterest expense and a decrease in noninterest interest income.

Civista’s effective income tax rate for the first nine months of 2022 was 16.0% compared to 16.0% in same period in 2021.

9

Balance Sheet

Total assets increased $228.8 million, or 7.6%, from December 31, 2021 to September 30, 2022, primarily due to the acquisition of Comunibanc Corp. on July 1, 2022.

End of period loan balances

(unaudited - dollars in thousands)

September 30,<br>2022 December 31,<br>2021 Change % Change
Commercial and Agriculture $ 226,568 $ 203,293 11.4 %
Paycheck protection program loans 819 43,209 ) -98.1 %
Commercial Real Estate:
Owner Occupied 364,468 295,452 23.4 %
Non-owner Occupied 956,169 829,310 15.3 %
Residential Real Estate 531,164 430,060 23.5 %
Real Estate Construction 202,793 157,127 29.1 %
Farm Real Estate 25,636 28,419 ) -9.8 %
Consumer and Other 20,997 11,009 90.7 %
Total Loans $ 2,328,614 $ 1,997,879 16.6 %

All values are in US Dollars.

Loan balances increased $330.7 million, or 16.6% since December 31, 2021, including the $174.3 million portfolio related to Comunibanc Corp. The growth is partially offset by a $43.4 million decrease in PPP loans. Removing the balances in the portfolio related to Comunibanc and PPP loans, the loan portfolio increased $198.8 million or 10.2%. Commercial Real Estate continued to grow due to consistent demand in both the Non-owner Occupied and Owner Occupied categories. The growth has come from all regions and has been strong in our major metropolitan areas of Cleveland, Columbus and Cincinnati. Residential Real Estate has increased due to more need this year for the on-balance sheet products of residential construction loans, Jumbo Loans and our Community View CRA product. Commercial and Agriculture loans continue to grow as we successfully onboard new clients. Commercial Line of Credit utilization remains low. Real Estate Construction continues to increase as the construction demand remains steady and construction availability continues to be near all-time highs.

Paycheck Protection Program

In total, we processed over 3,600 loans totaling $399.4 million of PPP loans, of which $398.6 million have been forgiven or have paid off. We recognized $122 thousand of PPP fees in income during the quarter and $1.7 million of PPP fees in income during the nine months ended September 30, 2022. As of September 30, 2022, $38 thousand of unearned PPP fees remain.

10

Deposits

Total deposits increased $291.6 million, or 12.1%, from December 31, 2021 to September 30, 2022, including the addition of the $250.8 million of deposits related to the Comunibanc deal.

End of period deposit balances

(unaudited - dollars in thousands)

September 30,<br>2022 December 31,<br>2021 Change % Change
Noninterest-bearing demand $ 944,241 $ 788,906 19.7 %
Interest-bearing demand 560,594 537,510 4.3 %
Savings and money market 931,393 843,837 10.4 %
Time deposits 272,025 246,448 10.4 %
Total Deposits $ 2,708,253 $ 2,416,701 12.1 %

All values are in US Dollars.

The increase in noninterest-bearing demand of $155.3 million was primarily due to $65.5 million of deposits related to the merger with Comunibanc Corp and to a $60.1 million increase in cash balances related to the Company’s participation in a tax refund processing program. In addition, demand deposit and public fund demand deposit accounts increased $19.7 million and $10.2 million, respectively. Interest-bearing demand deposits increased $23.1, primarily related to Comunibanc Corp balances, totaling $41.4 million. Personal and public-fund interest bearing demand accounts increased $8.0 million and $11.8 million, respectively. These increases were partially offset by decreases to business interest-bearing demand and Jumbo NOW accounts of $31.0 million and $9.5 million, respectively. Savings and money market balances increased $87.6 million, primarily related to Comunibanc Corp balances. Time deposits related to Comunibanc totaled $56.3 million, partially offset by a $17.4 million decrease to accounts over $100 thousand and a $ 11.4 million decrease to accounts under $100 thousand.

FHLB advances totaled $75.0 million at December 31, 2021. The entire outstanding balance was called in July. This was replaced by $6.7 million of term advances related to Comunibanc and to overnight advances of $55.0 million.

Stock Repurchase Program

During the first nine months of 2022, Civista repurchased 734,810 shares for $16.6 million at a weighted average price of $22.59 per share, including 392,847 shares repurchased under the previous authorization for $9.3 million. We have approximately $6.2 million remaining of the current $13.5 million repurchase authorization, which was approved in April 2022. In addition, Civista liquidated 5,403 shares held by employees, at $24.66 per share, to satisfy tax obligations stemming from vesting of restricted shares.

11

Shareholders’ Equity

Total shareholders’ equity decreased $52.6 million from December 31, 2021 to September 30, 2022, primarily due to a $78.8 million increase in accumulated other comprehensive loss caused by an increase in interest rates. The increase in other comprehensive loss does not impact our regulatory capital adequacy ratios. Shareholders’ equity also decreased due to a $16.7 million repurchase of treasury shares. The decrease in equity was partially offset by a $21.0 million increase in retained earnings and a $21.8 million increase in common stock. The increase in common stock was primarily a result of shares issued related to the Comunibanc acquisition.

Asset Quality

Civista recorded net recoveries of $132 thousand for the nine months of 2022 compared to net recoveries of $710 thousand for the same period of 2021. The allowance for loan losses to loans ratio was 1.19% at September 30, 2022 and 1.33% at December 31, 2021.

Allowance for Loan Losses

(dollars in thousands)

September 30,<br>2022 September 30,<br>2021
Beginning of period $ 26,641 $ 25,028
Charge-offs (164 ) (148 )
Recoveries 296 858
Provision 1,000 830
End of period $ 27,773 $ 26,568

Non-performing assets at September 30, 2022 were $5.8 million, an 8.6% increase from December 31, 2021. The non-performing assets to assets ratio 0.18% at both September 30, 2022 and December 31, 2021. The allowance for loan losses to non-performing loans decreased from 496.10% at December 31, 2021 to 476.24% at September 30, 2022.

Non-performing Assets

(dollars in thousands)

September 30,<br>2022 December 31,<br>2021
Non-accrual loans $ 5,002 $ 3,873
Restructured loans 830 1,497
Total non-performing loans 5,832 5,370
Other Real Estate Owned
Total non-performing assets $ 5,832 $ 5,370

12

Conference Call and Webcast

Civista Bancshares, Inc. will also host a conference call to discuss the Company’s financial results for the third quarter of 2022 at 1:00 p.m. ET on Thursday, October 27, 2022. Interested parties can access the live webcast of the conference call through the Investor Relations section of the Company’s website, www.civb.com. Participants can also listen to the conference call by dialing 855-238-2712 and ask to be joined into the Civista Bancshares, Inc. third quarter 2022 earnings call. Please log in or dial in at least 10 minutes prior to the start time to ensure a connection.

An archive of the webcast will be available for one year on the Investor Relations section of the Company’s website (www.civb.com).

Forward Looking Statements

This press release may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of Civista. For these statements, Civista claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in this press release should be considered in conjunction with the other information available about Civista, including the information in the filings we make with the Securities and Exchange Commission. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include risk factors relating to the banking industry and the other factors detailed from time to time in Civista’ reports filed with the Securities and Exchange Commission, including those described in “Item 1A Risk Factors” of Part I of Civista’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and any additional risks identified in the Company’s subsequent Form 10-Q’s. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Civista does not undertake, and specifically disclaims any obligation, to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.

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Civista Bancshares, Inc. is a $3.2 billion financial holding company headquartered in Sandusky, Ohio. Civista’s banking subsidiary, Civista Bank, operates 43 locations in Northern, Central, Northwestern and Southwestern Ohio, Southeastern Indiana and Northern Kentucky. Additional information on Civista may be accessed at www.civb.com, but information at that website is not part of this press release nor is it part of any filing by Civista with the Securities and Exchange Commission. Civista’s common shares are traded on the NASDAQ Capital Market under the symbol “CIVB”.

For additional information, contact:

Dennis G. Shaffer

CEO and President

Civista Bancshares, Inc.

888-645-4121

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Civista Bancshares, Inc.

Financial Highlights

(Unaudited, dollars in thousands, except share and per share amounts)

Consolidated Condensed Statement of Income

Three Months Ended Nine Months Ended
September 30, September 30,
2022 2021 2022 2021
Interest income $ 32,533 $ 25,784 $ 83,263 $ 77,008
Interest expense 2,094 1,351 5,624 4,906
Net interest income 30,439 24,433 77,639 72,102
Provision for loan losses 300 1,000 830
Net interest income after provision 30,139 24,433 76,639 71,272
Noninterest income 5,734 6,426 19,012 24,641
Noninterest expense 22,555 19,251 63,192 60,702
Income before taxes 13,318 11,608 32,459 35,211
Income tax expense 2,206 1,966 5,180 5,647
Net income 11,112 9,642 27,279 29,564
Dividends paid per common share $ 0.14 $ 0.14 $ 0.42 $ 0.38
Earnings per common share
Basic
Net income $ 11,112 $ 9,642 $ 27,279 $ 29,564
Less allocation of earnings and dividends to participating securities 52 46 122 122
Net income available to common shareholders - basic $ 11,060 $ 9,596 $ 27,157 $ 29,442
Weighted average common shares outstanding 15,394,898 15,168,233 14,974,863 15,543,488
Less average participating securities 71,604 72,071 67,323 64,064
Weighted average number of shares outstanding used to calculate basic earnings per share 15,323,294 15,096,162 14,907,540 15,479,424
Earnings per common share ^(1)^
Basic $ 0.72 $ 0.64 $ 1.82 $ 1.90
Diluted 0.72 0.64 1.82 1.90
Selected financial ratios:
Return on average assets 1.35 % 1.29 % 1.14 % 1.29 %
Return on average equity 14.45 % 10.96 % 11.34 % 11.32 %
Dividend payout ratio 19.40 % 22.02 % 23.06 % 19.98 %
Net interest margin (tax equivalent) 4.03 % 3.62 % 3.62 % 3.48 %

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Selected Balance Sheet Items

(Dollars in thousands, except share and per share amounts)

September 30,<br>2022 December 31,<br>2021
(unaudited) (unaudited)
Cash and due from financial institutions $ 40,914 $ 264,239
Investment in time deposits 1,479 1,730
Investment securities 604,074 560,946
Loans held for sale 3,491 1,972
Loans 2,328,614 1,997,879
Less: allowance for loan losses (27,773 ) (26,641 )
Net loans 2,300,841 1,971,238
Other securities 18,578 17,011
Premises and equipment, net 30,168 22,445
Goodwill and other intangibles 113,206 84,432
Bank owned life insurance 53,291 46,641
Other assets 75,677 42,251
Total assets $ 3,241,719 $ 3,012,905
Total deposits $ 2,708,253 $ 2,416,701
Federal Home Loan Bank advances 61,723 75,000
Securities sold under agreements to repurchase 20,155 25,495
Subordinated debentures 103,778 103,735
Securities purchased payable 2,611 3,524
Tax refunds in process 2,709 549
Accrued expenses and other liabilities 39,888 32,689
Total shareholders’ equity 302,602 355,212
Total liabilities and shareholders’ equity $ 3,241,719 $ 3,012,905
Shares outstanding at period end 15,235,545 14,954,200
Book value per share $ 19.86 $ 23.75
Equity to asset ratio 9.33 % 11.79 %
Selected asset quality ratios:
Allowance for loan losses to total loans 1.19 % 1.33 %
Non-performing assets to total assets 0.18 % 0.18 %
Allowance for loan losses to non-performing loans 476.24 % 496.10 %
Non-performing asset analysis
Nonaccrual loans $ 5,002 $ 3,873
Troubled debt restructurings 830 1,497
Other real estate owned
Total $ 5,832 $ 5,370

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Supplemental Financial Information

(Unaudited - dollars in thousands except share data)

End of Period Balances September 30,<br>2022 June 30,<br>2022 March 31,<br>2022 December 31,<br>2021 September 30,<br>2021
Assets
Cash and due from banks $ 40,914 $ 233,281 $ 412,698 $ 264,239 $ 250,943
Investment in time deposits 1,479 1,236 1,728 1,730 2,222
Investment securities 604,074 531,978 553,499 560,946 499,226
Loans held for sale 3,491 4,167 4,794 1,972 5,810
Loans 2,328,614 2,064,221 2,018,188 1,997,879 2,004,814
Allowance for loan losses (27,773 ) (27,435 ) (27,033 ) (26,641 ) (26,568 )
Net Loans 2,300,841 2,036,786 1,991,155 1,971,238 1,978,246
Other securities 18,578 18,511 18,511 17,011 17,011
Premises and equipment, net 30,168 24,151 22,110 22,445 22,716
Goodwill and other intangibles 113,206 84,021 84,251 84,432 84,589
Bank owned life insurance 53,291 47,118 46,885 46,641 46,728
Other assets 75,677 57,850 48,726 42,251 45,667
Total Assets $ 3,241,719 $ 3,039,099 $ 3,184,357 $ 3,012,905 $ 2,953,158
Liabilities
Total deposits $ 2,708,253 $ 2,455,502 $ 2,615,137 $ 2,416,701 $ 2,434,766
Federal Home Loan Bank advances 61,723 75,000 75,000 75,000 75,000
Securities sold under agreement to repurchase 20,155 17,479 23,931 25,495 23,331
Subordinated debentures 103,778 103,737 103,704 103,735 30,349
Securities purchased payable 2,611 15,025 1,876 3,524 3,857
Tax refunds in process 2,709 39,448 10,232 549 911
Accrued expenses and other liabilities 39,888 30,846 26,785 32,689 36,494
Total liabilities 2,939,117 2,737,037 2,856,665 2,657,693 2,604,708
Shareholders’ Equity
Common shares 299,515 278,240 277,919 277,741 277,627
Retained earnings 146,546 137,592 131,934 125,558 116,680
Treasury shares (73,641 ) (67,528 ) (61,472 ) (56,907 ) (55,155 )
Accumulated other comprehensive income(loss) (69,818 ) (46,242 ) (20,689 ) 8,820 9,298
Total shareholders’ equity 302,602 302,062 327,692 355,212 348,450
Total Liabilities and Shareholders’ Equity $ 3,241,719 $ 3,039,099 $ 3,184,357 $ 3,012,905 $ 2,953,158
Quarterly Average Balances
Assets:
Earning assets $ 3,002,256 $ 2,866,362 $ 2,814,589 $ 2,773,498 $ 2,747,450
Securities 622,924 556,352 575,359 522,058 482,642
Loans 2,289,588 2,033,378 2,006,984 1,973,989 2,010,665
Liabilities and Shareholders’ Equity
Total deposits $ 2,719,014 $ 2,524,971 $ 2,557,638 $ 2,430,613 $ 2,437,580
Interest-bearing deposits 1,738,015 1,630,084 1,623,984 1,619,560 1,588,079
Other interest-bearing liabilities 155,077 200,005 204,299 155,094 127,511
Total shareholders’ equity 305,134 313,272 347,302 348,971 348,970

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Supplemental Financial Information

(Unaudited - dollars in thousands except share data)

Three Months Ended
Income statement September 30,<br>2022 June 30,<br>2022 March 31,<br>2022 December 31,<br>2021 September 30,<br>2021
Total interest and dividend income $ 32,533 $ 26,064 $ 24,666 $ 24,735 $ 25,784
Total interest expense 2,094 1,796 1,734 1,412 1,351
Net interest income 30,439 24,268 22,932 23,323 24,433
Provision for loan losses 300 400 300
Noninterest income 5,734 5,635 7,643 6,811 6,426
Noninterest expense 22,555 20,379 20,258 16,963 19,251
Income before taxes 13,318 9,124 10,017 13,171 11,608
Income tax expense 2,206 1,423 1,551 2,189 1,966
Net income $ 11,112 $ 7,701 $ 8,466 $ 10,982 $ 9,642
Per share data
Earnings per common share
Basic
Net income $ 11,112 $ 7,701 $ 8,466 $ 10,982 $ 9,642
Less allocation of earnings and dividends to participating securities 52 39 32 51 46
Net income available to common shareholders - basic $ 11,060 $ 7,662 $ 8,434 $ 10,931 $ 9,596
Weighted average common shares outstanding 15,394,898 14,615,154 14,909,192 15,009,376 15,168,233
Less average participating securities 71,604 74,286 55,905 70,349 72,071
Weighted average number of shares outstanding used to calculate basic earnings per share 15,323,294 14,540,868 14,853,287 14,939,027 15,096,162
Earnings per common share
Basic $ 0.72 $ 0.53 $ 0.57 $ 0.73 $ 0.64
Diluted 0.72 0.53 0.57 0.73 0.64
Common shares dividend paid $ 2,158 $ 2,042 $ 2,091 $ 2,104 $ 2,140
Dividends paid per common share 0.14 0.14 0.14 0.14 0.14

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Supplemental Financial Information

(Unaudited - dollars in thousands except share data)

Three Months Ended
Asset quality September<br>2022 June<br>2022 March<br>2022 December 31,<br>2021 September 30,<br>2021
Allowance for loan losses, beginning of period $ 27,435 $ 27,033 $ 26,641 $ 26,568 $ 26,197
Charge-offs (74 ) (60 ) (30 ) (11 ) (77 )
Recoveries 112 62 122 84 448
Provision 300 400 300
Allowance for loan losses, end of period $ 27,773 $ 27,435 $ 27,033 $ 26,641 $ 26,568
Ratios
Allowance to total loans 1.19 % 1.33 % 1.34 % 1.33 % 1.33 %
Allowance to nonperforming assets 476.24 % 572.78 % 501.50 % 496.10 % 501.01 %
Allowance to nonperforming loans 476.24 % 572.78 % 501.50 % 496.10 % 503.50 %
Nonperforming assets
Nonperforming loans $ 5,832 $ 4,790 $ 5,390 $ 5,370 $ 5,277
Other real estate owned 26
Total nonperforming assets $ 5,832 $ 4,790 $ 5,390 $ 5,370 $ 5,303
Capital and liquidity
Tier 1 leverage ratio 9.32 % 9.87 % 9.50 % 10.21 % 10.01 %
Tier 1 risk-based capital ratio 11.62 % 13.63 % 14.02 % 14.35 % 14.18 %
Total risk-based capital ratio 15.62 % 18.24 % 18.74 % 19.17 % 15.43 %
Tangible common equity ratio ^(1)^ 6.05 % 7.38 % 7.85 % 9.25 % 9.20 %
(1) See reconciliation of non-GAAP measures at the end of this press<br>release.
--- ---

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Reconciliation of Non-GAAP Financial Measures

(Unaudited - dollars in thousands except share data)

Three Months Ended
September 30,<br>2022 June 30, 2022 March 31,<br>2022 December 31,<br>2021 September 30,<br>2021
Tangible Common Equity
Total Shareholder’s Equity - GAAP $ 302,602 $ 302,062 $ 327,692 $ 355,212 $ 348,450
Less: Goodwill and intangible assets 113,206 84,021 84,251 84,432 84,589
Tangible common equity (Non-GAAP) $ 189,396 $ 218,041 $ 243,441 $ 270,780 $ 263,861
Total Shares Outstanding 15,235,545 14,537,433 14,797,232 14,954,200 15,029,972
Tangible book value per share $ 12.43 $ 15.00 $ 16.45 $ 18.11 $ 17.56
Tangible Assets
Total Assets - GAAP $ 3,241,719 $ 3,039,099 $ 3,184,357 $ 3,011,983 $ 2,952,236
Less: Goodwill and intangible assets 113,206 84,021 84,251 84,432 84,589
Tangible assets (Non-GAAP) $ 3,128,513 $ 2,955,078 $ 3,100,106 $ 2,927,551 $ 2,867,647
Tangible common equity to tangible assets 6.05 % 7.38 % 7.85 % 9.25 % 9.20 %

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