8-K

CIVISTA BANCSHARES, INC. (CIVB)

8-K 2023-07-28 For: 2023-07-28
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) July 28, 2023

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> <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 July 28, 2023, Civista Bancshares, Inc. announced preliminary unaudited earnings for the three and six-month periods ended June 30, 2023. 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 six-month periods ended June 30, 2023.

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: July 28, 2023 /s/ Todd A. Michel
Todd A. Michel,
Senior Vice President & Controller

3

EX-99.1

Exhibit 99.1

LOGO

Civista Bancshares, Inc. Announces Second Quarter 2023 Financial Results

Sandusky, Ohio, July 28, 2023 /PRNewswire/– Civista Bancshares, Inc. (NASDAQ:CIVB) (“Civista”) announced its unaudited financial results for the three and six month periods ending June 30, 2023.

Second quarter and year-to-date 2023 highlights:

Net income of $10.0 million, or $0.64 per diluted share, for the second quarter of 2023, compared to<br>$7.7 million, or $0.53 per diluted share, for the second quarter of 2022.
Net income of $22.9 million, or $1.45 per diluted share, compared to $16.2 million, or $1.10 per<br>diluted share, for the six months ended June 30, 2023 and 2022, respectively.
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Low cost of deposits of 107 basis points and total funding costs of 151 basis points for the quarter.<br>
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Based on the June 30, 2023 market close share price of $17.40, the $0.15 second quarter dividend is<br>equivalent to an annualized yield of 3.45% and a dividend payout ratio of 23.44%.
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“Our second quarter earnings were impacted by increased rate pressure on deposits and our decision to hold more of our newly originated leases on the balance sheet. Despite this, we continue to post strong profits and our earnings per share has increased 32 percent when compared to the same period a year ago”, said Dennis G. Shaffer, CEO and President of Civista.

1

Results of Operations:

For the three-month periods ended June 30, 2023 and 2022

Net interest income increased $7.1 million, or 29.1%, for the second quarter of 2023 compared to the same period of 2022. Interest income increased $17.3 million while interest expense increased $10.2 million. Both increases were driven by both increases in rates and increases in volumes.

Net interest margin increased 43 basis points to 3.86% for the second quarter of 2023, compared to 3.43% for the same period a year ago.

The increase in interest income was primarily due to a 164 basis point increase in asset yield, which led to $10.4 million of the increase in interest income. Additionally, a $392.4 million increase in average earning assets led to $6.9 million of the increase in interest income. The increase in volume can be attributed to both organic growth and to the acquisitions during 2022 of Comunibanc Corp (“Comunibanc”) and Vision Financial group (“VFG”).

Interest expense increased $10.2 million, or 567.9%, for the second quarter of 2023, compared to the same period last year. The average rate paid on interest-bearing liabilities increased 171 basis points, while average interest-bearing liabilities increased $458.5 million. The increase in interest-bearing liabilities was primarily in brokered time deposits and short-term borrowings to fund growth. This shift in the funding mix, as well as rising rates, is driving the increase in the funding rate. Interest-bearing deposit costs have increased 140 basis points compared to a year ago.

2

Average Balance Analysis

(Unaudited - Dollars in thousands)

Three Months Ended June 30,
2023 2022
Average Yield/ Average Yield/
balance Interest rate* balance Interest rate*
Assets:
Interest-earning assets:
Loans** $ 2,593,286 $ 37,978 5.87 % $ 2,033,378 $ 21,851 4.31 %
Taxable securities *** 370,002 2,984 2.93 % 297,256 1,775 2.23 %
Non-taxable securities *** 288,513 2,319 3.79 % 259,096 1,882 3.52 %
Interest-bearing deposits in other banks 6,937 54 3.12 % 276,632 556 0.81 %
Total interest-earning assets *** $ 3,258,738 $ 43,335 5.31 % $ 2,866,362 $ 26,064 3.67 %
Noninterest-earning assets:
Cash and due from financial institutions 47,560 44,538
Premises and equipment, net 61,220 22,264
Accrued interest receivable 11,191 7,993
Intangible assets 135,669 84,167
Bank owned life insurance 53,878 46,966
Other assets 60,253 46,608
Less allowance for loan losses (34,668 ) (27,174 )
Total Assets $ 3,593,841 $ 3,091,724
Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
Demand and savings $ 1,364,648 $ 1,546 0.45 % $ 1,401,351 $ 247 0.07 %
Time 548,307 5,988 4.38 % 228,733 463 0.81 %
Short-term FHLB borrowings 242,395 3,113 5.15 % 75,000 193 1.03 %
Long-term FHLB borrowings 3,107 17 2.19 % 0.00 %
Other borrowings 13,018 132 4.07 % 0.00 %
Subordinated debentures 103,854 1,198 4.62 % 103,714 890 3.44 %
Repurchase agreements 13,234 2 0.06 % 21,291 3 0.06 %
Total interest-bearing liabilities $ 2,288,563 $ 11,996 2.10 % $ 1,830,089 $ 1,796 0.39 %
Noninterest-bearing deposits 904,757 894,887
Other liabilities 52,874 53,476
Shareholders’ equity 347,647 313,272
Total Liabilities and Shareholders’ Equity $ 3,593,841 $ 3,091,724
Net interest income and interest rate spread $ 31,339 3.22 % $ 24,268 3.28 %
Net interest margin *** 3.86 % 3.43 %
* - 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 $617 thousand and $501 thousand for the periods ended June 30, 2023 and 2022, 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 $60.4 million and $34.3 million, respectively. These adjustments were also made when calculating the yield on earning assets and the margin.
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3

For the six-month periods ended June 30, 2023 and 2022

Net interest income increased $16.7 million, or 35.5%, compared to the same period in 2022.

Interest income increased $34.1 million, or 67.3%, for the six months of 2023. Average earning assets increased $394.8 million, resulting in an increase in interest income of $14.2 million. Average yields increased 162 basis points, resulting in an increase in interest income of $19.9 million. The increase in volume can be attributed to both organic growth and to the acquisitions during 2022 of Comunibanc and VFG.

Interest expense increased $17.4 million, or 493.0%, for the six months of 2023 compared to the same period of 2022. Average rates increased 149 basis points compared to 2022, resulting in $8.9 million of the increase in interest expense. Average interest-bearing liabilities increased $419.1 million, resulting in $8.5 million of the increase in interest expense.

Net interest margin increased 59 basis points to 3.99% for the six months of 2023, compared to 3.40% for the same period a year ago.

4

Average Balance Analysis

(Unaudited - Dollars in thousands)

Six Months Ended June 30,
2023 2022
Average Yield/ Average Yield/
balance Interest rate* balance Interest rate*
Assets:
Interest-earning assets:
Loans ** $ 2,571,020 $ 74,376 5.83 % $ 2,020,254 $ 42,889 4.28 %
Taxable securities *** 372,413 5,818 2.85 % 305,827 3,495 2.21 %
Non-taxable securities *** 284,845 4,581 3.80 % 259,976 3,671 3.59 %
Interest-bearing deposits in other banks 7,166 99 2.79 % 254,562 675 0.53 %
Total interest-earning assets *** $ 3,235,444 $ 84,874 5.27 % $ 2,840,619 $ 50,730 3.65 %
Noninterest-earning assets:
Cash and due from financial institutions 44,584 133,452
Premises and equipment, net 62,002 22,292
Accrued interest receivable 10,924 7,577
Intangible assets 135,625 84,270
Bank owned life insurance 53,754 46,847
Other assets 60,478 41,838
Less allowance for loan losses (32,555 ) (26,976 )
Total Assets $ 3,570,256 $ 3,149,919
Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
Demand and savings $ 1,374,305 $ 2,629 0.39 % $ 1,392,411 $ 481 0.07 %
Time 429,016 8,137 3.82 % 234,640 934 0.80 %
Short-term FHLB borrowings 306,952 7,370 4.84 % 178 0.00 %
Long-term FHLB borrowings 3,274 37 2.28 % 75,000 383 1.03 %
Other borrowings 13,918 390 5.66 % 0.00 %
Subordinated debentures 103,834 2,367 4.60 % 103,713 1,726 3.36 %
Repurchase agreements 17,008 4 0.05 % 23,249 6 0.05 %
Total interest-bearing liabilities $ 2,248,307 $ 20,934 1.88 % $ 1,829,191 $ 3,530 0.39 %
Noninterest-bearing deposits 926,929 914,163
Other liabilities 50,599 76,372
Shareholders’ equity 344,421 330,193
Total Liabilities and Shareholders’ Equity $ 3,570,256 $ 3,149,919
Net interest income and interest rate spread $ 63,940 3.39 % $ 47,200 3.26 %
Net interest margin *** 3.99 % 3.40 %
* - 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 $1.2 million and $977 thousand for the periods ended June 30, 2023 and 2022, respectively.
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** - Average balance includes nonaccrual loans
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*** - 2023 and 2022 average yield on investments were calculated by adjusting the average balances of taxable and<br>nontaxable securities by unrealized losses of $61.8 million and $13.4 million, respectively. These adjustments were also made when calculating the yield on earning assets and the margin.
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5

Provision for credit losses for the second quarter of 2023 was $861 thousand compared to $400 thousand for the second quarter of 2022, primarily related to loan and lease growth.

On January 1, 2023, Civista adopted CECL, which resulted in an adjustment to the reserve of approximately $4.3 million. For the six months ended June 30, 2023, provision for credit losses was $1.5 million, compared to $700 thousand for the same period of 2022. The reserve ratio increased to 1.33% as of June 30, 2023 from 1.12% at December 31, 2022.

The adoption of CECL also resulted in an additional $3.4 million reserve for unfunded commitments, which is reflected as a liability in the consolidated financial statements. Provision for unfunded commitments for the second quarter of 2023 was $264 thousand and $465 thousand for the six months ended June 30, 2023. There was no provision for unfunded commitments during the first six months of 2022.

For the second quarter of 2023, noninterest income totaled $9.1 million, an increase of $3.5 million, or 62.4%, compared to the prior year’s second quarter.

Noninterest income

(unaudited - dollars in thousands)

Three months ended June 30,
2023 2022 change % change
Service charges $ 1,831 $ 1,540 18.9 %
Net gain on sale of securities 6 ) -100.0 %
Net gain/(loss) on equity securities (170 ) 39 ) -535.9 %
Net gain on sale of loans 615 573 7.3 %
ATM/Interchange fees 1,450 1,355 7.0 %
Wealth management fees 1,180 1,228 ) -3.9 %
Lease revenue and residual income 2,201 0.0 %
Bank owned life insurance 311 233 33.5 %
Tax refund processing fees 475 475 0.0 %
Other 1,256 186 575.3 %
Total noninterest income $ 9,149 $ 5,635 62.4 %

All values are in US Dollars.

Service charges increased due to a $169 thousand, split between increases on personal and business deposit accounts. Overdraft fees also increased by $122 thousand.

Net gain/loss on equity securities change was the result of a market valuation adjustment.

Lease revenue and residual income increased $2.2 million due to the acquisition of VFG during 2022.

Other income increased as result of a $553 thousand increase related to the timing of claims at our risk management subsidiary, $354 thousand of interim rent at VFG, and $116 thousand increase in swap fee income.

6

For the six months ended June 30, 2023, noninterest income totaled $20.2 million, a decrease of $6.9 million, or 52.3%, compared to the same period in the prior year.

Noninterest income

(unaudited - dollars in thousands)

Six months ended June 30,
2023 2022 change % change
Service charges $ 3,604 $ 3,119 15.5 %
Net gain on sale of securities 6 ) -100.0 %
Net gain/(loss) on equity securities (238 ) 89 ) -367.4 %
Net gain on sale of loans 1,246 1,509 ) -17.4 %
ATM/Interchange fees 2,803 2,596 8.0 %
Wealth management fees 2,373 2,505 ) -5.3 %
Lease revenue and residual income 4,247 0.0 %
Bank owned life insurance 564 477 18.2 %
Tax refund processing fees 2,375 2,375 0.0 %
Other 3,243 602 438.7 %
Total noninterest income $ 20,217 $ 13,278 52.3 %

All values are in US Dollars.

Service charges increased due to a $273 thousand, split between increases on personal and business deposit accounts. Overdraft fees also increased by $212 thousand.

Net gain/loss on equity securities change was the result of a market valuation adjustment.

Net gain on sale of loans decreased primarily due to a decrease in volume of loans sold.

Lease revenue and residual income increased $4.20 million due to the acquisition of VFG during 2022.

Other income increased as result of a $1.5 million fee collected associated with the renewal of the company’s contract with MasterCard. Other income also increased as result of a $361 thousand increase related to the timing of claims at our risk management subsidiary, $581 thousand in interim rent at VFG, and $177 thousand increase in swap fee income.

7

For the second quarter of 2023, noninterest expense totaled $27.9 million, an increase of $7.5 million, or 37.0%, compared to the prior year’s second quarter.

Noninterest expense

(unaudited - dollars in thousands)

Three months ended June 30,
2023 2022 change % change
Compensation expense $ 14,978 $ 11,947 25.4 %
Net occupancy and equipment 4,135 1,588 160.4 %
Contracted data processing 559 433 29.1 %
Taxes and assessments 1,183 823 43.7 %
Professional services 1,239 1,209 2.5 %
Amortization of intangible assets 399 217 83.9 %
ATM/Interchange expense 615 542 13.5 %
Marketing 540 380 42.1 %
Software maintenance expense 1,059 790 34.1 %
Other 3,206 2,450 30.9 %
Total noninterest expense $ 27,913 $ 20,379 37.0 %

All values are in US Dollars.

Compensation expense increased primarily due to $2.3 million of salaries related to the acquisition of Comunibanc and VFG. The quarter-to-date average full time equivalent (FTE) employees were 532 at June 30, 2023, an increase of 80 FTEs over the same period in 2022. Annual merit increases, employee insurance and other payroll related expenses also increased.

The increase in occupancy and equipment expense is primarily due to a $2.0 million increase in equipment depreciation related to the acquisition of VFG. Additionally, equipment expense increased related to the acquisition of Comunibanc.

Contracted data processing fees increased due to an increase in monthly process fees.

Taxes and assessments increased due to an increase in the FDIC assessment rate charged.

The increase in amortization expense is due to $188 thousand related to the core deposit intangible associated with the acquisition of Comunibanc.

Marketing expense increased due to a general increase in marketing and increase marketing efforts in newly acquired markets related to the Comunibanc and VFG acquisitions.

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.

The increase in other operating expense is primarily due to a $264 thousand provision for credit losses on unfunded commitments. Travel & entertainment, donations, bad check loss and education & training all increased as well.

8

The efficiency ratio was 67.9% for the quarter ended June 30, 2023, compared to 67.0% for the quarter ended June 30, 2022. The change in the efficiency ratio is primarily due to an increase in noninterest expense, partially offset by an increase in net interest income.

Civista’s effective income tax rate for the second quarter 2023 was 14.3% compared to 15.6% in 2022.

For the six months ended June 30, 2023, noninterest expense totaled $55.5 million, an increase of $14.9 million, or 36.7%, compared to the same period in the prior year.

Noninterest expense

(unaudited - dollars in thousands)

Six months ended June 30,
2023 2022 change % change
Compensation expense $ 30,083 $ 24,170 24.5 %
Net occupancy and equipment 8,255 3,233 155.3 %
Contracted data processing 1,079 1,053 2.5 %
Taxes and assessments 1,957 1,617 21.0 %
Professional services 2,794 2,258 23.7 %
Amortization of intangible assets 797 434 83.6 %
ATM/Interchange expense 1,195 1,055 13.3 %
Marketing 1,045 697 49.9 %
Software maintenance expense 1,937 1,498 29.3 %
Other 6,404 4,622 38.6 %
Total noninterest expense $ 55,546 $ 40,637 36.7 %

All values are in US Dollars.

Compensation expense increased primarily due to $4.4 million of salaries related to the acquisition of Comunibanc and VFG. The year-to-date average full time equivalent (FTE) employees were 532 at June 30, 2023, an increase of 84 FTEs over the same period in 2022. Employee insurance and other payroll related expenses also increased.

The increase in occupancy and equipment expense is primarily due to a $4.1 million increase in equipment depreciation related to the acquisition of VFG. Additionally, Equipment expense increased related to the acquisition of Comunibanc.

Professional services primarily increased due to advisory fees for the company’s MasterCard contract of $400 thousand. Recruiter fees also increased $169 thousand.

The increase in amortization expense is due to $377 thousand related to the core deposit intangible associated with the acquisition of Comunibanc.

Marketing expense increased due to a general increase in marketing and increase marketing efforts in newly acquired markets related to the Comunibanc and VFG acquisitions.

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.

9

The increase in other operating expense is primarily due to a $465 thousand provision for credit losses on unfunded commitments. Business promotion, travel & entertainment, donations, bad check loss and education & training all increased as well.

The efficiency ratio was 65.1% for the six months ended June 30, 2023 compared to 66.1% for the six months ended June 30, 2022. The change in the efficiency ratio is primarily due to an increase in noninterest expense, partially offset by an increase in net interest income.

Civista’s effective income tax rate was 15.5% for the six months of both 2023 and 2022.

Balance Sheet

Total assets increased $78.2 million, or 2.2%, from December 31, 2022 to June 30, 2023, primarily due to growth in the loan portfolio.

End of period loan and lease balances

(unaudited - dollars in thousands)

June 30, December 31,
2023 2022 Change % Change
Commercial and Agriculture $ 292,091 $ 278,595 4.8 %
Commercial Real Estate:
Owner Occupied 367,797 371,147 ) -0.9 %
Non-owner Occupied 1,063,263 1,018,736 4.4 %
Residential Real Estate 589,066 552,781 6.6 %
Real Estate Construction 234,261 243,127 ) -3.6 %
Farm Real Estate 24,123 24,708 ) -2.4 %
Lease financing receivable 46,553 36,797 26.5 %
Consumer and Other 19,126 20,775 ) -7.9 %
Total Loans $ 2,636,280 $ 2,546,666 3.5 %

All values are in US Dollars.

Loan and lease balances increased $89.6 million, or 3.5% since December 31, 2022. Commercial revolving lines of credit balances continue to be less than forty percent advanced. Commercial growth is attributable to increased leasing production. Commercial Real Estate continued to grow due to consistent demand in the Non-owner Occupied category, especially in the multi-family area in the major Ohio metropolitan areas. Real Estate Construction diminished slightly with the caveat that undrawn construction availability continues to be near all-time highs. Residential Real Estate has grown with new production in our Community Reinvestment Act (“CRA”) product, more home construction loans, and more ARM products in this higher rate environment.

10

Deposits

Total deposits increased $322.8 million, or 12.3%, from December 31, 2022 to June 30, 2023.

End of period deposit balances

(unaudited - dollars in thousands)

June 30, December 31,
2023 2022 Change % Change
Noninterest-bearing demand $ 1,002,461 $ 896,333 11.8 %
Interest-bearing demand 503,726 527,879 ) -4.6 %
Savings and money market 854,231 876,427 ) -2.5 %
Time deposits 582,356 319,345 82.4 %
Total Deposits $ 2,942,774 $ 2,619,984 12.3 %

All values are in US Dollars.

The increase in noninterest-bearing demand of $106.1 million was primarily due to a $179.3 million increase in balances related to the tax refund processing program, which is a seasonal increase. This seasonal increase was partially offset by a $59.9 million decrease in noninterest-bearing business accounts and $26.4 million noninterest-bearing personal accounts. The $24.1 million decrease in interest-bearing demand deposits was spread across personal, business, and public fund accounts. The decrease in savings and money market was primarily due to a $39.7 million decrease in statement savings, a $26.4 million decrease in personal money markets, partially offset by a $40.0 million increase in brokered money market accounts. The increase in time certificates was primarily due to a $202.5 million increase in brokered time deposits. Jumbo time certificates also increased $44.2 million.

FHLB overnight advances totaled $142.0 million on June 30, 2023, down from $393.7 million on December 31, 2022. FHLB term advances totaled $2.9 million on June 30, 2023, down from $3.6 million on December 31, 2022.

Stock Repurchase Program

So far in 2023, Civista has not repurchased any shares, leaving the entire $13.5 million of the current repurchase authorization remaining. The current repurchase plan will expire in May 2024. In January, Civista liquidated 5,620 shares held by employees, at $21.52 per share, to satisfy tax obligations stemming from vesting of restricted shares.

Shareholders’ Equity

Total shareholders’ equity increased $15.0 million from December 31, 2022 to June 30, 2023, primarily due to a $12.3 million increase in retained earnings and a decrease in accumulated other comprehensive loss of $2.3 million.

11

Asset Quality

Civista recorded net losses of $36 thousand for the six months of 2023 compared to net recoveries of $94 thousand for the same period of 2022. The allowance for credit losses to loans ratio was 1.33% at June 30, 2023 and 1.12% at December 31, 2022.

Allowance for Credit Losses

(dollars in thousands)

June 30, June 30,
2023 2022
Beginning of period $ 28,511 $ 26,641
CECL adoption adjustments 5,193
Charge-offs (189 ) (90 )
Recoveries 153 184
Provision 1,481 700
End of period $ 35,149 $ 27,435

Allowance for Unfunded Commitments

(dollars in thousands)

June 30, June 30,
2023 2022
Beginning of period $ $
CECL adoption adjustments 3,386
Charge-offs
Recoveries
Provision 465
End of period $ 3,851 $

12

Non-performing assets at June 30, 2023 were $10.7 million, a 1.4% decrease from December 31, 2022. The non-performing assets to assets ratio was 0.30% at June 30, 2023 and 0.31% at December 31, 2022. The allowance for credit losses to non-performing loans increased from 261.45% at December 31, 2022 to 327.05% at June 30, 2023.

Non-performing Assets

(dollars in thousands)

June 30, December 31,
2023 2022
Non-accrual loans $ 7,972 $ 7,890
Restructured loans 2,775 3,015
Total non-performing loans 10,747 10,905
Other Real Estate Owned
Total non-performing assets $ 10,747 $ 10,905

Conference Call and Webcast

Civista Bancshares, Inc. will also host a conference call to discuss the Company’s financial results for the second quarter of 2023 at 1:00 p.m. ET on Friday, July 28, 2023. 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. second quarter 2023 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, 2022, and any additional risks identified in the Company’s subsequent Form 10-Q’s. Undue

13

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.

Civista Bancshares, Inc., is a $3.6 billion financial holding company headquartered in Sandusky, Ohio. Its primary subsidiary, Civista Bank, was founded in 1884 and provides full-service banking, commercial lending, mortgage, and wealth management services. Today, Civista Bank operates 43 locations across Ohio, Southeastern Indiana and Northern Kentucky. Civista Bank also offers commercial equipment leasing services for businesses nationwide through its subsidiary, Vision Financial Group, Inc., centered in Pittsburgh, Pennsylvania. Civista Bancshares’ common shares are traded on the NASDAQ Capital Market under the symbol “CIVB”. Learn more at www.civb.com.

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 Six Months Ended
June 30, June 30,
2023 2022 2023 2022
Interest income $ 43,335 $ 26,064 $ 84,874 $ 50,730
Interest expense 11,996 1,796 20,934 3,530
Net interest income 31,339 24,268 63,940 47,200
Provision for credit losses 861 400 1,481 700
Net interest income after provision 30,478 23,868 62,459 46,500
Noninterest income 9,149 5,635 20,217 13,278
Noninterest expense 27,913 20,379 55,546 40,637
Income before taxes 11,714 9,124 27,130 19,141
Income tax expense 1,680 1,423 4,208 2,974
Net income 10,034 7,701 22,922 16,167
Dividends paid per common share $ 0.15 $ 0.14 $ 0.29 $ 0.28
Earnings per common share
Basic
Net income $ 10,034 $ 7,701 $ 22,922 $ 16,167
Less allocation of earnings and dividends to participating securities 374 39 831 71
Net income available to common shareholders - basic $ 9,660 $ 7,662 $ 22,091 $ 16,096
Weighted average common shares outstanding 15,775,812 14,615,154 15,754,072 14,761,363
Less average participating securities 588,715 74,286 570,897 65,146
Weighted average number of shares outstanding used to calculate basic earnings per share 15,187,097 14,540,868 15,183,175 14,696,217
Earnings per common share
Basic $ 0.64 $ 0.53 $ 1.45 $ 1.10
Diluted 0.64 0.53 1.45 1.10
Selected financial ratios:
Return on average assets 1.12 % 1.00 % 1.29 % 1.04 %
Return on average equity 11.58 % 9.86 % 13.42 % 9.87 %
Dividend payout ratio 23.58 % 26.57 % 19.93 % 25.57 %
Net interest margin (tax equivalent) 3.86 % 3.43 % 3.99 % 3.40 %

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Selected Balance Sheet Items

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

June 30, December 31,
2023 2022
(unaudited) (unaudited)
Cash and due from financial institutions $ 41,354 $ 43,361
Investment in time deposits 1,719 1,477
Investment securities 619,250 617,592
Loans held for sale 3,014 683
Loans 2,636,280 2,546,666
Less: allowance for credit losses (35,149 ) (28,511 )
Net loans 2,601,131 2,518,155
Other securities 28,449 33,585
Premises and equipment, net 60,899 64,018
Goodwill and other intangibles 135,406 133,528
Bank owned life insurance 53,787 53,543
Other assets 70,971 71,888
Total assets $ 3,615,980 $ 3,537,830
Total deposits $ 2,942,774 $ 2,619,984
Federal Home Loan Bank advances - short term 142,000 393,700
Federal Home Loan Bank advances - long term 2,859 3,578
Securities sold under agreements to repurchase 6,788 25,143
Subordinated debentures 103,880 103,799
Other borrowings 12,568 15,516
Securities purchased payable 1,338
Tax refunds in process 7,208 278
Accrued expenses and other liabilities 48,027 39,658
Total shareholders’ equity 349,876 334,836
Total liabilities and shareholders’ equity $ 3,615,980 $ 3,537,830
Shares outstanding at period end 15,780,227 15,728,234
Book value per share $ 22.17 $ 21.29
Equity to asset ratio 9.68 % 9.46 %
Selected asset quality ratios:
Allowance for loan losses to total loans 1.33 % 1.12 %
Non-performing assets to total assets 0.30 % 0.31 %
Allowance for loan losses to non-performing loans 327.05 % 261.45 %
Non-performing asset analysis
Nonaccrual loans $ 7,972 $ 7,890
Restructured loans 2,775 3,015
Other real estate owned
Total $ 10,747 $ 10,905

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Supplemental Financial Information

(Unaudited - dollars in thousands except share data)

End of Period Balances June 30,<br>2023 March 31,<br>2023 December 31,<br>2022 September 30,<br>2022 June 30,<br>2022
Assets
Cash and due from banks $ 41,354 $ 52,723 $ 43,361 $ 40,914 $ 233,281
Investment in time deposits 1,719 1,721 1,477 1,479 1,236
Investment securities 619,250 629,829 617,592 604,074 531,978
Loans held for sale 3,014 1,465 683 3,491 4,167
Loans 2,636,280 2,580,066 2,546,666 2,328,614 2,064,221
Allowance for credit losses (35,149 ) (34,196 ) (28,511 ) (27,773 ) (27,435 )
Net Loans 2,601,131 2,545,870 2,518,155 2,300,841 2,036,786
Other securities 28,449 35,383 33,585 18,578 18,511
Premises and equipment, net 60,899 61,895 64,018 30,168 24,151
Goodwill and other intangibles 135,406 135,808 136,454 113,206 84,021
Bank owned life insurance 53,787 53,796 53,543 53,291 47,118
Other assets 70,971 66,068 68,962 75,677 57,850
Total Assets $ 3,615,980 $ 3,584,558 $ 3,537,830 $ 3,241,719 $ 3,039,099
Liabilities
Total deposits $ 2,942,774 $ 2,843,516 $ 2,619,984 $ 2,708,253 $ 2,455,502
Federal Home Loan Bank advances - short term 142,000 212,000 393,700 55,000
Federal Home Loan Bank advances - long term 2,859 3,361 3,578 6,723 75,000
Securities sold under agreement to repurchase 6,788 15,631 25,143 20,155 17,479
Subordinated debentures 103,880 103,841 103,799 103,778 103,737
Other borrowings 12,568 13,938 15,516
Securities purchased payable 1,338 2,611 15,025
Tax refunds in process 7,208 5,752 278 2,709 39,448
Accrued expenses and other liabilities 48,027 38,822 39,658 39,888 30,846
Total liabilities 3,266,104 3,236,861 3,202,994 2,939,117 2,737,037
Shareholders’ Equity
Common shares 310,784 310,412 310,182 299,515 278,240
Retained earnings 168,777 161,110 156,493 146,546 137,592
Treasury shares (73,915 ) (73,915 ) (73,794 ) (73,641 ) (67,528 )
Accumulated other comprehensive loss (55,770 ) (49,910 ) (58,045 ) (69,818 ) (46,242 )
Total shareholders’ equity 349,876 347,697 334,836 302,602 302,062
Total Liabilities and Shareholders’ Equity $ 3,615,980 $ 3,584,558 $ 3,537,830 $ 3,241,719 $ 3,039,099
Quarterly Average Balances
Assets:
Earning assets $ 3,258,738 $ 3,211,902 $ 3,099,501 $ 3,002,256 $ 2,866,362
Securities 658,515 655,987 630,127 622,924 556,352
Loans 2,593,286 2,548,518 2,458,980 2,289,588 2,033,378
Liabilities and Shareholders’ Equity
Total deposits $ 2,817,712 $ 2,654,356 $ 2,649,755 $ 2,719,014 $ 2,524,971
Interest-bearing deposits $ 1,912,955 1,692,470 1,710,019 1,738,015 1,630,084
Other interest-bearing liabilities 375,608 515,122 407,710 155,077 200,005
Total shareholders’ equity 347,647 341,159 299,509 305,134 313,272

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Supplemental Financial Information

(Unaudited - dollars in thousands except share data)

Three Months Ended
Income statement June 30,<br>2023 March 31,<br>2023 December 31,<br>2022 September 30,<br>2022 June 30,<br>2022
Total interest and dividend income $ 43,335 $ 41,539 $ 37,990 $ 32,533 $ 26,064
Total interest expense 11,996 8,938 5,425 2,094 1,796
Net interest income 31,339 32,601 32,565 30,439 24,268
Provision for loan losses 861 620 752 300 400
Noninterest income 9,149 11,068 10,064 5,734 5,635
Noninterest expense 27,913 27,633 27,301 22,555 20,379
Income before taxes 11,714 15,416 14,576 13,318 9,124
Income tax expense 1,680 2,528 2,428 2,206 1,423
Net income $ 10,034 $ 12,888 $ 12,148 $ 11,112 $ 7,701
Per share data
Earnings per common share
Basic
Net income $ 10,034 $ 12,888 $ 12,148 $ 11,112 $ 7,701
Less allocation of earnings and dividends to participating securities 374 453 432 52 39
Net income available to common shareholders - basic $ 9,660 $ 12,435 $ 11,716 $ 11,060 $ 7,662
Weighted average common shares outstanding 15,775,812 15,732,092 15,717,439 15,394,898 14,615,154
Less average participating securities 588,715 552,882 559,596 71,604 74,286
Weighted average number of shares outstanding used to calculate basic earnings per share 15,187,097 15,179,210 15,157,843 15,323,294 14,540,868
Earnings per common share
Basic $ 0.64 $ 0.82 $ 0.77 $ 0.72 $ 0.53
Diluted 0.64 0.82 0.77 0.72 0.53
Common shares dividend paid $ 2,367 $ 2,201 $ 2,202 $ 2,042 $ 2,091
Dividends paid per common share 0.15 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 June 30,<br>2023 March 31,<br>2023 December 31,<br>2022 September 30,<br>2022 June 30,<br>2022
Allowance for credit losses:
Beginning of period $ 34,196 $ 28,511 $ 27,773 $ 27,435 $ 27,033
CECL adoption adjustments 5,193
Charge-offs (14 ) (175 ) (58 ) (74 ) (60 )
Recoveries 106 47 44 112 62
Provision 861 620 752 300 400
End of period $ 35,149 $ 34,196 $ 28,511 $ 27,773 $ 27,435
Allowance for unfunded commitments:
Beginning of period $ 3,587 $ $ $ $
CECL adoption adjustments 3,386
Charge-offs
Recoveries
Provision 264 201
End of period $ 3,851 $ 3,587 $ $ $
Ratios
Allowance to total loans 1.33 % 1.33 % 1.12 % 1.19 % 1.33 %
Allowance to nonperforming assets 327.05 % 345.91 % 261.45 % 476.24 % 572.78 %
Allowance to nonperforming loans 327.05 % 345.82 % 261.45 % 476.24 % 572.78 %
Nonperforming assets
Nonperforming loans $ 10,747 $ 9,860 $ 10,905 $ 5,832 $ 4,790
Other real estate owned 26
Total nonperforming assets $ 10,747 $ 9,886 $ 10,905 $ 5,832 $ 4,790
Capital and liquidity
Tier 1 leverage ratio 8.86 % 8.63 % 8.92 % 9.32 % 9.87 %
Tier 1 risk-based capital ratio 10.93 % 10.80 % 10.78 % 11.62 % 13.63 %
Total risk-based capital ratio 14.83 % 14.73 % 14.52 % 15.62 % 18.24 %
Tangible common equity ratio ^(1)^ 6.16 % 6.14 % 5.83 % 6.05 % 7.38 %
(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
June 30, March 31, December 31, September 30, June 30,
2023 2023 2022 2022 2022
Tangible Common Equity
Total Shareholder’s Equity - GAAP $ 349,876 $ 347,697 $ 334,835 $ 302,602 $ 302,062
Less: Goodwill and intangible assets 135,406 135,808 136,454 113,206 84,021
Tangible common equity (Non-GAAP) $ 214,470 $ 211,889 $ 198,381 $ 189,396 $ 218,041
Total Shares Outstanding 15,780,227 15,732,092 15,728,234 15,235,545 14,537,433
Tangible book value per share $ 13.59 $ 13.47 $ 12.61 $ 12.43 $ 15.00
Tangible Assets
Total Assets - GAAP $ 3,615,980 $ 3,587,118 $ 3,537,830 $ 3,241,719 $ 3,039,099
Less: Goodwill and intangible assets 135,406 135,808 136,454 113,206 84,021
Tangible assets (Non-GAAP) $ 3,480,574 $ 3,451,310 $ 3,401,376 $ 3,128,513 $ 2,955,078
Tangible common equity to tangible assets 6.16 % 6.14 % 5.83 % 6.05 % 7.38 %

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