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8-K

Civista Bancshares, Inc. (CIVB)

8-K 2020-04-24 For: 2020-04-24
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Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENTREPORT

Pursuant to section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 24, 2020

CivistaBancshares, Inc.

(Exact name of Registrant as specified in its charter)

Ohio 001-36192 34-1558688
(State or other jurisdiction of<br><br><br>incorporation or organization) (Commission<br><br><br>File Number) (IRS Employer<br><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 orformer 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<br>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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Securities registered pursuant to Section 12(b) of the Act:

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

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)

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 April 24, 2020, Civista Bancshares, Inc. announced preliminary unaudited earnings for the three month period ended March 31, 2020. 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 FinancialStatements and Exhibits

(d) Exhibit 99.1 Press release of Civista Bancshares, Inc. reporting financial results and earnings for the three month period ended March 31, 2020.

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: April 24, 2020 /s/ Todd A. Michel
Todd A. Michel,
Senior Vice President & Controller

EX-99.1

Exhibit 99.1

LOGO

Civista Bancshares, Inc. Announces First Quarter 2020 Earnings

Sandusky, Ohio, April 24, 2020 /PRNewswire/– Civista Bancshares, Inc. (NASDAQ:CIVB) (“Civista”) reported net income available to common shareholders of $7.8 million, or $0.47 per diluted share, for the first quarter of 2020, compared to $9.5 million, or $0.57 per diluted share, for the first quarter of 2019.

“We began 2020 with the expectation that one of the biggest challenges we were going to face during the year was an uncertain interest rate environment. The COVID-19 pandemic has created challenges that we, as well as other banks, could not have anticipated. Our organization has risen to the challenge and are working with our customers to assist through these unprecedented times. We have waived overdraft fees, accommodated requests for loan payment deferrals and are participating in the SBA’s Paycheck Protection Program. In light of all of these challenges, we are pleased with our first quarter earnings.” said Dennis G. Shaffer, President and CEO of Civista.

Results of Operations:

Net interest income increased $396 thousand, or 1.8%, for the first quarter of 2020 compared to the same period of 2019.

Interest income increased $418 thousand, or 1.7%, for the first quarter of 2020. Average earning assets increased $214.6 million, which resulted in a $2.3 million increase in interest income. Average yields decreased 40 basis points which resulted in a $1.9 million decrease in interest income. Accretion income associated with purchased loan portfolios totaled $755 thousand for the first quarter of 2020 and $982 for the first quarter of 2019.

Interest expense increased $22 thousand, or 0.8%, for the first quarter of 2020 compared to the same period of 2019. Average interest-bearing liabilities increased $110.4 million, resulting in a $360 thousand increase in interest expense. Average rates decreased 7 basis points, resulting in a $338 thousand decrease in interest expense.

Net interest margin decreased 35 basis points to 4.10% for the first quarter of 2020, compared to 4.45% for the same period a year ago. Accretion income associated with purchased loan portfolios contributed approximately 15 basis points and 22 basis points to net interest margin for the first quarter of 2020 and 2019, respectively.

Average Balance Analysis

(Unaudited - Dollars in thousands)

Three Months Ended March 31,
2020 2019
Average<br>balance Interest Yield/<br>rate * Average<br>balance Interest Yield/<br>rate *
Assets:
Interest-earning assets:
Loans** $ 1,725,685 $ 21,673 5.05 % $ 1,564,208 $ 20,963 5.44 %
Taxable securities 187,604 1,416 3.13 % 207,600 1,748 3.43 %
Non-taxable securities 197,583 1,512 4.22 % 157,619 1,351 4.49 %
Interest-bearing deposits in other banks 121,296 401 1.33 % 88,096 522 2.40 %
Total interest-earning assets $ 2,232,168 25,002 4.62 % $ 2,017,523 24,584 5.02 %
Noninterest-earning assets:
Cash and due from financial institutions 168,350 92,782
Premises and equipment, net 22,737 21,924
Accrued interest receivable 6,751 6,534
Intangible assets 85,083 86,116
Other assets 28,550 20,053
Bank owned life insurance 45,086 43,643
Less allowance for loan losses (14,927 ) (13,885 )
Total Assets $ 2,573,798 $ 2,274,690
Liabilities and Shareholders’ Equity:
Interest-bearing liabilities:
Demand and savings $ 894,892 $ 606 0.27 % $ 855,666 $ 708 0.34 %
Time 280,701 1,379 1.98 % 270,507 1,183 1.77 %
FHLB 157,749 581 1.48 % 97,267 597 2.49 %
Federal funds purchased 610 2 1.32 % 0.00 %
Subordinated debentures 29,427 313 4.28 % 29,427 372 5.13 %
Repurchase agreements 22,123 6 0.11 % 22,197 5 0.09 %
Total interest-bearing liabilities $ 1,385,502 2,887 0.84 % $ 1,275,064 2,865 0.91 %
Noninterest-bearing deposits 799,540 680,929
Other liabilities 56,154 17,041
Shareholders’ equity 332,602 301,656
Total Liabilities and Shareholders’ Equity $ 2,573,798 $ 2,274,690
Net interest income and interest rate spread $ 22,115 3.78 % $ 21,719 4.11 %
Net interest margin 4.10 % 4.45 %
* - 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 $406 thousand and 362 thousand for the periods ended March 31, 2020 and 2019, respectively.
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** - Average balance includes nonaccrual loans
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Provision for loan losses was $2.1 million for the first quarter of 2020 and $0 for the first quarter of 2019. The reserve ratio increased to 0.97% from 0.86% at December 31, 2019 due to an increase in the bank’s qualitative factors related to the economic shutdown that is driven by COVID-19. Economic impacts include the loss of revenue being experience by our business clients, additional employee costs for businesses due to the pandemic, higher unemployment rates throughout our footprint and a large percentage of customers requesting payment relief. We expect our Commercial, Commercial Real Estate and Consumer portfolios to be impacted the most.

For the first quarter of 2020, noninterest income totaled $6.9 million, an increase of $592 thousand, or 9.4%, compared to the prior year’s first quarter.

Noninterest income<br> <br>(unaudited -<br>dollars in thousands) Three months ended March 31,
2020 2019 change % change
Service charges $ 1,468 $ 1,456 0.8 %
Net gain on sale of securities 4 ) –100.0 %
Net gain (loss) on equity securities (141 ) 2 ) N/M
Net gain on sale of loans 827 331 149.8 %
ATM/Interchange fees 894 906 ) –1.3 %
Wealth management fees 1,006 847 18.8 %
Bank owned life insurance 250 247 1.2 %
Tax refund processing fees 1,900 2,200 ) –13.6 %
Swap fees 338 73 363.0 %
Other 334 218 53.2 %
Total noninterest income $ 6,876 $ 6,284 9.4 %

All values are in US Dollars.

N/M - not meaningful

The increased gain on sale of loans is primarily due to an increase in volume of loans sold of $18.9 million as well as an increase in the premium on sold loans of 34 basis points. Wealth management fees increased due to an increase in assets under management as a result of new trust accounts and positive market conditions in late 2019 through February of this year. Swap fees increased as a result of the declining interest rate environment and more customers looking to lock in lower fixed rate loans. Tax refund processing fees decreased due to a decline in volume processed.

For the first quarter of 2020, noninterest expense totaled $17.9 million, an increase of $1.4 million, or 8.6%, compared to the prior year’s first quarter

Noninterest expense<br> <br>(unaudited -<br>dollars in thousands) Three months ended March 31,
2020 2019 change % change
Compensation expense $ 10,871 $ 9,805 10.9 %
Net occupancy and equipment 1,482 1,503 ) –1.4 %
Contracted data processing 450 419 7.4 %
Taxes and assessments 579 593 ) –2.4 %
Professional services 737 694 6.2 %
Amortization of intangible assets 231 240 ) –3.8 %
ATM/Interchange expense 447 378 18.3 %
Marketing 356 340 4.7 %
Other 2,703 2,477 9.1 %
Total noninterest expense $ 17,856 $ 16,449 8.6 %

All values are in US Dollars.

Compensation expense increased due to an increase in employees, annual pay increases and employee insurance. FTE employees increased by 22, or 5.1%, to 452 FTE. Annual pay increases in 2019 were an average of 3.3%. Employee insurance increased 9.1% for 2020.

The increases in ATM/Interchange expense is primarily due to increases in monthly processing fees and increases in monitoring software costs.

The increase in other operating expense is primarily due to increases in software maintenance of $89 thousand and an increase in bad check losses of $79 thousand.

The efficiency ratio was 60.7% for the quarter ended March 31, 2020 compared to 58.0% for the quarter ended March 31, 2019. The change in the efficiency ratio is due primarily to the increase in noninterest expense.

Civista’s effective income tax rate for the first quarter 2020 was 13.1% compared to 16.3% in 2019.

Balance Sheet

Total assets increased $266.3 million, or 11.5%, from December 31, 2019 to March 31, 2020, due to an increase in cash of $207.5 million, primarily related to the temporary impact of our tax refund processing program, as well as a $7.0 million increase in Investment securities and a $34.2 million increase in the loan portfolio.

End of period loan balances<br> <br>(unaudited<br>- dollars in thousands)
March 31,<br>2020 December 31,<br>2019 Change % Change
Commercial and Agriculture $ 201,860 $ 203,110 ) –0.6 %
Commercial Real Estate:
Owner Occupied 255,633 245,606 4.1 %
Non-owner Occupied 616,192 592,222 4.0 %
Residential Real Estate 458,478 463,032 ) –1.0 %
Real Estate Construction 163,807 155,825 5.1 %
Farm Real Estate 32,152 34,114 ) –5.8 %
Consumer and Other 15,003 15,061 ) –0.4 %
Total Loans $ 1,743,125 $ 1,708,970 2.0 %

All values are in US Dollars.

Loan growth during 2020 totaled $34.2 million, led by increases of $34.0 million in Commercial Real Estate and $8.0 million in Real Estate Construction. The Commercial Real Estate growth was aided by some successful real estate projects we kept on balance sheet by using longer term swaps that might otherwise have been refinanced on the commercial mortgage-backed securities market. The mild Midwest winter has also contributed to our growth in the Construction category. The decrease in Residential Real Estate was expected as we refinanced many on balance sheet mortgages into a saleable mortgage product. All regions contributed to the growth in the first quarter with some significant transactions originated outside of our core metro regions.

Paycheck Protection Program

We began accepting applications for the Small Business Association’s Paycheck Protection Program (“PPP”) on April 3, 2020 and have processed 1,271 loans totaling $186.6 million. We estimate the SBA fees to be approximately $7.0 million. We have submitted the documentation, which has been reviewed and approved, to borrow from the Paycheck Protection Program Lending Facility. We expect to match this funding with the volume of PPP loans outstanding.

“I am extremely proud of our people and our ability to assist customers through this program. While the parameters of PPP changed frequently, we were able to scale up and streamline our process to assist 1,271 small business customers with $186.6 million in loans, impacting approximately 26,500 jobs. This program will make a real difference in the businesses and lives of our customers and their employees.” said Dennis G. Shaffer, President and CEO of Civista.

COVID-19 Loan Modifications

During the first quarter, Civista modified 66 loans totaling $39.9 million, primarily consisting of the deferral of principal and/or interest payments. Since March 31, Civista has received requests to modify an additional 727 loans totaling $410.6 million, also consisting of deferral of principal and/or interest payments. All of the loans modified were performing at the time of the modification and comply with the provisions of the CARES Act to not be considered a troubled debt restructuring. Details with respect to actual loan modifications processed through March 31, 2020 are as follows:

Loans modified under COVID-19 programs<br><br><br>(unaudited - dollars in thousands)
Type of Loan Number of<br>Loans Balance Weighted<br>average<br>interest rate
Commercial and Agriculture 26 $ 5,449 4.65 %
Commercial Real Estate:
Owner Occupied 25 10,077 4.82 %
Non-owner Occupied 12 24,122 4.86 %
Residential Real Estate 2 184 4.91 %
Farm Real Estate 1 89 5.00 %
66 $ 39,921 4.82 %

“In addition to the loans we modified during the first quarter we are actively working with several of our customers to provide additional relief during these trying times.” said Dennis G. Shaffer, President and CEO of Civista.

Total deposits increased $313.2 million, or 18.7%, from December 31, 2019 to March 31, 2020.

End of period deposit balances<br><br><br>(unaudited - dollars in thousands)
March 31,<br>2020 December 31,<br>2019 Change % Change
Noninterest-bearing demand $ 811,976 $ 512,553 58.4 %
Interest-bearing demand 332,756 301,674 10.3 %
Savings and money market 558,936 588,697 ) –5.1 %
Time deposits 288,271 275,840 4.5 %
Total Deposits $ 1,991,939 $ 1,678,764 18.7 %

All values are in US Dollars.

The increase in noninterest-bearing demand of $299.4 million was due to the increase in balances related to the tax refund processing program of $307.5 million, which is temporary. Interest-bearing demand deposits increased, primarily due to increases in public fund accounts. The increase in time deposits is centered on our special rate 9 month certificate.

FHLB advances totaled $142.0 million at March 31, 2020, a decrease of $84.5 million, or 37.3%, from December 31, 2019. The increase in deposits reduced the need for wholesale funding.

Stock Repurchase Program

Civista approved a share repurchase plan in December 2019, authorizing the repurchase of up to 672,000 shares of outstanding common stock. During the first quarter of 2020, Civista repurchased 646,703 shares for $11.0 million, which equates to a weighted average price of $17.01 per share. The repurchase plan was fully executed early in April.

Shareholder Equity

Total shareholders’ equity decreased $2.0 million, or 0.6%, from December 31, 2019 to March 31, 2020 as a result of the repurchase of shares. The $11.0 million decrease from stock repurchases was partially offset by a $6.0 million increase in retained earnings and an increase in other comprehensive income of $3.0 million.

Asset Quality

Civista recorded net recoveries of $55 thousand for the three months of 2020 compared to net recoveries of $143 thousand for the same period of 2019. The allowance for loan losses to loans was 0.97% at March 31, 2020 and 0.86% at December 31, 2019.

Allowance for Loan Losses<br> <br>(unaudited -<br>dollars in thousands)
March 31,<br>2020 March 31,<br>2019
Beginning of period $ 14,767 $ 13,679
Charge-offs (24 ) (239 )
Recoveries 79 382
Provision 2,126
End of period $ 16,948 $ 13,822

Non-performing assets at March 31, 2020 were $8.6 million, a 6.1% decrease from December 31, 2019. The non-performing assets to assets ratio decreased to 0.33% from 0.39% at December 31, 2019. The allowance for loan losses to non-performing loans increased to 197.97% from 161.95% At December 31, 2019.

Non-performing Assets<br><br><br>(unaudited - dollars in thousands) March 31,<br>2020 December 31,<br>2019
Non-accrual loans $ 6,072 $ 6,115
Restructured loans 2,489 3,004
Total non-performing loans 8,561 9,119
Other Real Estate Owned
Total non-performing assets $ 8,561 $ 9,119

Conference Call and Webcast

Civista Bancshares, Inc. will also host a conference call to discuss the Company’s financial results for the first quarter of 2020 at 1:00 p.m. ET on Friday, April 24, 2020. 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. first quarter 2020 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, 2019. 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.

Civista Bancshares, Inc. is a $2.6 billion financial holding company headquartered in Sandusky, Ohio. The Company’s banking subsidiary, Civista Bank, operates 37 locations in Northern, Central and Southwestern Ohio, Southeastern Indiana and Northern Kentucky. Civista Bancshares, Inc. may be accessed at HUwww.civb.comUH. The Company’s common shares are traded on the NASDAQ Capital Market under the symbol “CIVB”.

For additional information, contact:

Dennis G. Shaffer

President and CEO

Civista Bancshares, Inc.

888-645-4121

Civista Bancshares, Inc.

Financial Highlights

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

Consolidated Condensed Statement of Operations

Three Months Ended<br><br><br>March 31,<br> <br>(unaudited)
2020 2019
Interest and dividend income $ 25,002 $ 24,584
Interest expense 2,887 2,865
Net interest income 22,115 21,719
Provision for loan losses 2,126
Net interest income after provision 19,989 21,719
Noninterest income 6,876 6,284
Noninterest expense 17,856 16,449
Income before taxes 9,009 11,554
Income tax expense 1,176 1,885
Net income 7,833 9,669
Preferred stock dividends 164
Net income available to common shareholders $ 7,833 $ 9,505
Dividends per common share $ 0.11 $ 0.09
Earnings per common share,
basic $ 0.47 $ 0.61
diluted $ 0.47 $ 0.57
Average shares outstanding,
basic 16,517,745 15,607,655
diluted 16,517,745 16,901,830
Selected financial ratios:
Return on average assets 1.22 % 1.72 %
Return on average equity 9.47 % 13.00 %
Dividend payout ratio 23.20 % 14.53 %
Net interest margin (tax equivalent) 4.10 % 4.45 %

Selected Balance Sheet Items

March 31,<br>2020 December 31,<br>2019
(unaudited) (unaudited)
Cash and due from financial institutions $ 256,023 $ 48,535
Investment securities 366,689 359,690
Loans held for sale 7,632 2,285
Loans 1,743,125 1,708,970
Less allowance for loan losses 16,948 14,767
Net loans 1,726,177 1,694,203
Other securities 20,280 20,280
Premises and equipment, net 22,443 22,871
Goodwill and other intangibles 84,919 85,156
Bank owned life insurance 45,249 44,999
Other assets 46,444 31,538
Total assets $ 2,575,856 $ 2,309,557
Total deposits $ 1,991,939 $ 1,678,764
Federal Home Loan Bank advances 142,000 226,500
Securities sold under agreements to repurchase 22,699 18,674
Subordinated debentures 29,427 29,427
Accrued expenses and other liabilities 61,624 26,066
Total shareholders’ equity 328,167 330,126
Total liabilities and shareholders’ equity $ 2,575,856 $ 2,309,557
Shares outstanding at period end 16,064,010 16,687,542
Book value per share $ 20.43 $ 19.78
Equity to asset ratio 12.74 % 14.29 %
Selected asset quality ratios:
Allowance for loan losses to total loans 0.97 % 0.86 %
Non-performing assets to total assets 0.33 % 0.39 %
Allowance for loan losses to non-performing loans 197.97 % 161.95 %
Non-performing asset analysis
Nonaccrual loans $ 6,072 $ 6,115
Troubled debt restructurings 2,489 3,004
Other real estate owned
Total $ 8,561 $ 9,119

Supplemental Financial Information

(Unaudited - Dollars in thousands except share data)

End of Period Balances March 31,<br>2020 December 31,<br>2019 September 30,<br>2019 June 30,<br>2019 March 31,<br>2019
Assets
Cash and due from banks $ 256,023 $ 48,535 $ 62,219 $ 49,839 $ 164,094
Investment securities 366,689 359,690 356,439 360,512 351,006
Loans held for sale 7,632 2,285 8,983 2,563 1,444
Loans 1,743,125 1,708,970 1,648,640 1,598,770 1,573,193
Allowance for loan losses (16,948 ) (14,767 ) (14,144 ) (13,786 ) (13,822 )
Net Loans 1,726,177 1,694,203 1,634,496 1,584,984 1,559,371
Other securities 20,280 20,280 20,280 20,280 20,280
Premises and equipment, net 22,443 22,871 22,201 21,720 21,772
Goodwill and other intangibles 84,919 85,156 85,461 85,706 85,955
Bank owned life insurance 45,249 44,999 44,745 44,491 44,239
Other assets 46,444 31,538 34,241 32,900 29,541
Total Assets $ 2,575,856 $ 2,309,557 $ 2,269,065 $ 2,202,995 $ 2,277,702
Liabilities
Total deposits $ 1,991,939 $ 1,678,764 $ 1,632,621 $ 1,632,720 $ 1,765,801
Federal Home Loan Bank advances 142,000 226,500 236,100 176,300 127,100
Securities sold under agreement to repurchase 22,699 18,674 15,088 15,554 21,970
Subordinated debentures 29,427 29,427 29,427 29,427 29,427
Accrued expenses and other liabilities 61,624 26,066 26,566 24,782 21,347
Total liabilities 2,247,689 1,979,431 1,939,802 1,878,783 1,965,645
Shareholders’ Equity
Preferred shares, Series B 9,158 9,364 9,364
Common shares 276,546 276,422 267,559 267,275 266,990
Retained earnings 73,972 67,974 62,023 56,199 49,421
Treasury shares (32,239 ) (21,144 ) (21,144 ) (17,235 ) (17,235 )
Accumulated other comprehensive income 9,888 6,874 11,667 8,609 3,517
Total shareholders’ equity 328,167 330,126 329,263 324,212 312,057
Total Liabilities and Shareholders’ Equity $ 2,575,856 $ 2,309,557 $ 2,269,065 $ 2,202,995 $ 2,277,702
Quarterly Average Balances
Assets:
Earning assets $ 2,232,168 $ 2,070,175 $ 2,021,780 $ 1,986,841 $ 2,017,523
Securities 385,187 372,639 379,525 373,999 365,219
Loans 1,725,685 1,676,769 1,626,010 1,583,533 1,564,208
Liabilities and Shareholders’ Equity
Total deposits $ 1,975,133 $ 1,661,452 $ 1,622,527 $ 1,670,247 $ 1,807,102
Interest-bearing deposits 1,175,593 1,160,499 1,139,632 1,129,964 1,126,173
Other interest-bearing liabilities 209,909 252,908 246,235 186,140 148,891
Total shareholders’ equity 332,602 329,634 326,103 315,438 301,656

Supplemental Financial Information

(Unaudited - Dollars in thousands except share data)

Three Months Ended
Income statement March 31,<br>2020 December 31,<br>2019 September 30,<br>2019 June 30,<br>2019 March 31,<br>2019
Total interest and dividend income $ 25,002 $ 24,521 $ 24,023 $ 24,926 $ 24,584
Total interest expense 2,887 3,299 3,605 3,184 2,865
Net interest income 22,115 21,222 20,418 21,742 21,719
Provision for loan losses 2,126 885 150
Noninterest income 6,876 5,627 5,429 5,104 6,284
Noninterest expense 17,856 17,128 16,731 16,639 16,449
Income before taxes 9,009 8,836 8,966 10,207 11,554
Income tax expense 1,176 995 1,258 1,546 1,885
Net income 7,833 7,841 7,708 8,661 9,669
Preferred stock dividends 157 162 164 164
Net income available to common shareholders $ 7,833 $ 7,684 $ 7,546 $ 8,497 $ 9,505
Common shares dividend paid $ 1,835 $ 1,702 $ 1,722 $ 1,719 $ 1,404
Per share data
Basic earnings per common share $ 0.47 $ 0.49 $ 0.48 $ 0.54 $ 0.61
Diluted earnings per common share 0.47 0.47 0.46 0.51 0.57
Dividends per common share 0.11 0.11 0.11 0.11 0.09
Average common shares outstanding - basic 16,517,745 15,796,713 15,577,371 15,628,537 15,607,655
Average common shares outstanding - diluted 16,517,745 16,734,391 16,849,887 16,922,712 16,901,830
Asset quality
Allowance for loan losses, beginning of period $ 14,767 $ 14,144 $ 13,786 $ 13,822 $ 13,679
Charge-offs (24 ) (345 ) (36 ) (156 ) (239 )
Recoveries 79 83 244 120 382
Provision 2,126 885 150
Allowance for loan losses, end of period $ 16,948 $ 14,767 $ 14,144 $ 13,786 $ 13,822
Ratios
Allowance to total loans 0.97 % 0.86 % 0.86 % 0.86 % 0.88 %
Allowance to nonperforming assets 197.97 % 161.95 % 149.91 % 164.69 % 150.60 %
Allowance to nonperforming loans 197.97 % 161.95 % 149.91 % 164.69 % 150.60 %
Nonperforming assets
Nonperforming loans $ 8,561 $ 9,119 $ 9,435 $ 8,371 $ 9,178
Other real estate owned
Total nonperforming assets $ 8,561 $ 9,119 $ 9,435 $ 8,371 $ 9,178
Capital and liquidity
Tier 1 leverage ratio 10.66 % 12.35 % 12.37 % 12.44 % 11.64 %
Tier 1 risk-based capital ratio 14.33 % 15.26 % 15.50 % 15.94 % 15.64 %
Total risk-based capital ratio 15.25 % 16.10 % 16.32 % 16.78 % 16.48 %
Tangible common equity ratio ^(1)^ 9.82 % 11.08 % 10.81 % 10.89 % 9.96 %
(1) See reconciliation of non-GAAP measures at the end of this press release.
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Reconciliation of Non-GAAP Financial Measures

(Unaudited - Dollars in thousands except share data)

Three Months Ended
March 31,<br>2020 December 31,<br>2019 September 30,<br>2019 June 30,<br>2019 March 31,<br>2019
Tangible Common Equity
Total Shareholder’s Equity - GAAP $ 328,167 $ 330,126 $ 329,263 $ 324,212 $ 312,057
Less: Preferred Equity 9,158 9,364 9,364
Less: Goodwill and intangible assets 83,363 83,595 83,829 84,064 84,299
Tangible common equity (Non-GAAP) $ 244,804 $ 246,531 $ 236,276 $ 230,784 $ 218,394
Total Shares Outstanding 16,064,010 16,687,542 15,473,275 15,633,059 15,624,113
Tangible book value per share $ 15.24 $ 14.77 $ 15.27 $ 14.76 $ 13.98
Tangible Assets
Total Assets - GAAP $ 2,575,856 $ 2,309,557 $ 2,269,065 $ 2,202,995 $ 2,277,702
Less: Goodwill and intangible assets 83,363 83,595 83,829 84,064 84,299
Tangible assets (Non-GAAP) $ 2,492,493 $ 2,225,962 $ 2,185,236 $ 2,118,931 $ 2,193,403
Tangible common equity to tangible assets 9.82 % 11.08 % 10.81 % 10.89 % 9.96 %