CIVISTA BANCSHARES, INC. - Quarter Report: 2019 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2019

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36192

Civista Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Ohio		34-1558688
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

100 East Water Street, Sandusky, Ohio		44870
(Address of principal executive offices)		(Zip Code)

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

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Shares, no par value, outstanding at May 6, 2019—15,624,113 shares

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	CIVB	NASDAQ Capital Market
Preferred	CIVBP	NASDAQ Capital Market

CIVISTA BANCSHARES, INC.

Index

PART I.	Financial Information
Item 1.	Financial Statements:
	Consolidated Balance Sheets (Unaudited) March 31, 2019 and December 31, 2018	2
	Consolidated Statements of Operations (Unaudited) Three months ended March 31, 2019 and 2018	3
	Consolidated Statements of Comprehensive Income (Unaudited) Three months ended March 31, 2019 and 2018	4
	Condensed Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) Three months ended March 31, 2019 and 2018	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) Three months ended March 31, 2019 and 2018	6
	Notes to Interim Consolidated Financial Statements (Unaudited)	7-32
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33-40
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	41-42
Item 4.	Controls and Procedures	43

PART II.	Other Information
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
Signatures		46

Part I – Financial Information

ITEM 1.

Financial Statements

CIVISTA BANCSHARES, INC.

Consolidated Balance Sheets (Unaudited)

(In thousands, except share data)

	March 31, 2019			December 31, 2018
ASSETS
Cash and due from financial institutions	$	164,094		$	42,779
Securities available for sale		349,934			346,294
Equity securities		1,072			1,070
Loans held for sale		1,444			1,391
Loans, net of allowance of $13,822 and $13,679		1,559,371			1,548,262
Other securities		20,280			21,021
Premises and equipment, net		21,772			22,021
Accrued interest receivable		7,304			6,723
Goodwill		76,851			76,851
Other intangible assets		9,104			9,352
Bank owned life insurance		44,239			43,037
Other assets		22,237			20,153
Total assets	$	2,277,702		$	2,138,954
LIABILITIES
Deposits
Noninterest-bearing	$	657,510		$	468,083
Interest-bearing		1,108,291			1,111,810
Total deposits		1,765,801			1,579,893
Federal Home Loan Bank advances		127,100			193,600
Securities sold under agreements to repurchase		21,970			22,199
Subordinated debentures		29,427			29,427
Accrued expenses and other liabilities		21,347			14,937
Total liabilities		1,965,645			1,840,056
SHAREHOLDERS’ EQUITY
Preferred shares, no par value, 200,000 shares authorized, Series B Preferred shares, $1,000 liquidation preference, 10,120 shares issued at March 31, 2019 and 10,120 shares issued at December 31, 2018, net of issuance costs		9,364			9,364
Common shares, no par value, 20,000,000 shares authorized, 16,372,077 shares issued at March 31, 2019 and 16,351,463 shares issued at December 31, 2018		266,990			266,901
Retained earnings		49,421			41,320
Treasury shares, 747,964 common shares at cost		(17,235	)		(17,235	)
Accumulated other comprehensive income (loss)		3,517			(1,452	)
Total shareholders’ equity		312,057			298,898
Total liabilities and shareholders’ equity	$	2,277,702		$	2,138,954

See notes to interim unaudited consolidated financial statements

Page 2

CIVISTA BANCSHARES, INC.

Consolidated Statements of Operations (Unaudited)

(In thousands, except per share data)

	Three months ended
	March 31,
	2019		2018
Interest and dividend income
Loans, including fees	$	20,963	$	13,639
Taxable securities		1,748		986
Tax-exempt securities		1,351		878
Federal funds sold and other		522		421
Total interest and dividend income		24,584		15,924
Interest expense
Deposits		1,891		707
Federal Home Loan Bank advances		597		152
Subordinated debentures		372		288
Securities sold under agreements to repurchase and other		5		5
Total interest expense		2,865		1,152
Net interest income		21,719		14,772
Provision for loan losses		—		—
Net interest income after provision for loan losses		21,719		14,772
Noninterest income
Service charges		1,456		1,134
Net gain on sale of securities		4		—
Net gain on equity securities		2		40
Net gain on sale of loans		331		333
ATM/Interchange fees		906		554
Wealth management fees		847		852
Bank owned life insurance		247		142
Tax refund processing fees		2,200		2,200
Other		291		361
Total noninterest income		6,284		5,616
Noninterest expense
Compensation expense		9,805		7,374
Net occupancy expense		1,040		761
Equipment expense		463		374
Contracted data processing		419		348
FDIC assessment		192		151
State franchise tax		401		318
Professional services		694		552
Amortization of intangible assets		240		33
ATM expense		378		218
Marketing		340		318
Other operating expenses		2,477		1,758
Total noninterest expense		16,449		12,205
Income before taxes		11,554		8,183
Income tax expense		1,885		1,194
Net Income		9,669		6,989
Preferred stock dividends		164		303
Net income available to common shareholders	$	9,505	$	6,686
Earnings per common share, basic	$	0.61	$	0.65
Earnings per common share, diluted	$	0.57	$	0.55

See notes to interim unaudited consolidated financial statements

Page 3

CIVISTA BANCSHARES, INC.

Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)

	Three Months Ended
	March 31,
	2019			2018
Net income	$	9,669		$	6,989
Other comprehensive income (loss), net of reclassification adjustment:
Unrealized holding gains (losses) on available for sale securities		6,142			(3,214	)
Tax effect		(1,289	)		675
Pension liability adjustment		147			143
Tax effect		(31	)		(30	)
Total other comprehensive income (loss)		4,969			(2,426	)
Comprehensive income	$	14,638		$	4,563

See notes to interim unaudited consolidated financial statements

Page 4

CIVISTA BANCSHARES, INC.

Condensed Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)

(In thousands, except share data)

	Preferred Shares						Common Shares										Accumulated Other			Total
	Outstanding Shares			Amount			Outstanding Shares		Amount		Retained Earnings			Treasury Shares			Comprehensive Income (loss)			Shareholders’ Equity
Balance, December 31, 2018		10,120		$	9,364			15,603,499	$	266,901	$	41,320		$	(17,235	)	$	(1,452	)	$	298,898
Net Income		—			—			—		—		9,669			—			—			9,669
Other comprehensive income		—			—			—		—		—			—			4,969			4,969
Stock-based compensation		—			—			20,614		89		—			—			—			89
Common stock dividends ($0.09 per share)		—			—			—		—		(1,404	)		—			—			(1,404	)
Preferred stock dividends ($16.25 per share)		—			—			—		—		(164	)		—			—			(164	)
Balance, March 31, 2019		10,120		$	9,364			15,624,113	$	266,990	$	49,421		$	(17,235	)	$	3,517		$	312,057

	Preferred Shares						Common Shares										Accumulated Other			Total
	Outstanding Shares			Amount			Outstanding Shares		Amount		Retained Earnings			Treasury Shares			Comprehensive Loss			Shareholders’ Equity
Balance, December 31, 2017		18,760		$	17,358			10,198,475	$	153,810	$	31,652		$	(17,235	)	$	(1,124	)	$	184,461
Change in accounting principle for adoption of ASU 2016-01		—			—			—		—		278			—			(278	)		—
Net Income		—			—			—		—		6,989			—			—			6,989
Other comprehensive loss		—			—			—		—		—			—			(2,426	)		(2,426	)
Conversion of Series B preferred shares to common shares		(351	)		(324	)		44,799		324		—			—			—			—
Stock-based compensation		—			—			—		36		—			—			—			36
Common stock dividends ($0.07 per share)		—			—			—		—		(714	)		—			—			(714	)
Preferred stock dividends ($16.25 per share)		—			—			—		—		(303	)		—			—			(303	)
Balance, March 31, 2018		18,409		$	17,034			10,243,274	$	154,170	$	37,902		$	(17,235	)	$	(3,828	)	$	188,043

See notes to interim unaudited consolidated financial statements

Page 5

CIVISTA BANCSHARES, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	Three Months Ended March 31,
	2019			2018
Net cash from operating activities	$	12,905		$	6,613
Cash flows used for investing activities:
Maturities and calls of securities, available-for-sale		12,396			3,563
Purchases of securities, available-for-sale		(27,749	)		(10,898	)
Sale of securities available for sale		17,570			—
Redemption of other securities		741			—
Purchase of bank owned life insurance		(955	)		—
Net loan repayments (originations)		(10,988	)		10,743
Proceeds from sale of other real estate owned properties		—			6
Proceeds from sale of premises and equipment		—			1
Premises and equipment purchases		(216	)		(105	)
Net cash provided by (used for) investing activities		(9,201	)		3,310
Cash flows from financing activities:
Repayment of long-term FHLB advances		—			(10,000	)
Net change in short-term FHLB advances		(66,500	)		(1,900	)
Increase in deposits		185,908			85,748
Decrease in securities sold under repurchase agreements		(229	)		(4,303	)
Common dividends paid		(1,404	)		(714	)
Preferred dividends paid		(164	)		(303	)
Net cash provided by financing activities		117,611			68,528
Increase in cash and due from financial institutions		121,315			78,451
Cash and due from financial institutions at beginning of period		42,779			40,519
Cash and due from financial institutions at end of period	$	164,094		$	118,970
Cash paid during the period for:
Interest	$	2,834		$	1,462
Supplemental cash flow information:
Transfer of loans held for sale to portfolio		—			85
Conversion of preferred shares to common shares		—			324
Securities purchased not settled		1,061			1,264
Increase in right-of-use asset on leases		(2,201	)		—
Increase in lease liability		2,201			—

See notes to interim unaudited consolidated financial statements

Page 6

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(1) Consolidated Financial Statements

Nature of Operations and Principles of Consolidation: Civista Bancshares, Inc. (CBI) is an Ohio corporation and a registered financial holding company. The Consolidated Financial Statements include the accounts of CBI and its wholly-owned subsidiaries: Civista Bank (Civista), First Citizens Insurance Agency, Inc. (FCIA), Water Street Properties, Inc. (Water St.), FC Refund Solutions, Inc. (FCRS) and CIVB Risk Management, Inc. (CRMI). FCRS was formed to facilitate payment of individual state and federal income tax refunds. CRMI is a wholly-owned captive insurance company which allows the Company to insure against certain risks unique to the operations of CBI and its subsidiaries. The operations of CRMI are located in Wilmington, Delaware. First Citizens Capital LLC (FCC) is wholly-owned by Civista and holds inter-company debt. The operations of FCC are located in Wilmington, Delaware. First Citizens Investments, Inc. (FCI) is wholly-owned by Civista and holds and manages its securities portfolio. The operations of FCI are located in Wilmington, Delaware. FCIA was formed to allow the Company to participate in commission revenue generated through its third party insurance agreement. Insurance commission revenue was less than 1.0% of total revenue through March 31, 2019. Water Street Properties was formed to hold properties repossessed by CBI subsidiaries. Revenue from Water St. was less than 1.0% of total revenue through March 31, 2019. The above companies together are referred to as the “Company.” Intercompany balances and transactions are eliminated in consolidation. Management considers the Company to operate primarily in one reportable segment, banking.

The Consolidated Financial Statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the Company’s financial position as of March 31, 2019 and its results of operations and changes in cash flows for the periods ended March 31, 2019 and 2018 have been made. The accompanying Consolidated Financial Statements have been prepared in accordance with instructions of Form 10-Q, and therefore certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been omitted. The results of operations for the period ended March 31, 2019 are not necessarily indicative of the operating results for the full year. Reference is made to the accounting policies of the Company described in the notes to the audited financial statements contained in the Company’s 2018 annual report. The Company has consistently followed these policies in preparing this Form 10-Q.

The Company provides financial services through its offices in the Ohio counties of Erie, Crawford, Champaign, Franklin, Logan, Madison, Summit, Huron, Ottawa, Richland, Montgomery and Cuyahoga, in the Indiana counties of Dearborn and Ripley and in the Kentucky county of Kenton. Its primary deposit products are checking, savings, and term certificate accounts, and its primary lending products are residential mortgage, commercial, and installment loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets and commercial and residential real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. Civista has two concentrations, one is to Lessors of Non-Residential Buildings and Dwellings totaling $410,192, or 26.0% of total loans, as of March 31, 2019, and the other is to Lessors of Residential Buildings and Dwellings totaling $164,613, or 10.5% of total loans, as of March 31, 2019. These segments of the portfolio are stable and have been conservatively underwritten, monitored and managed by experienced commercial bankers. However, the customers’ ability to repay their loans is dependent on the real estate market and general economic conditions in the area. Other financial instruments that potentially represent concentrations of credit risk include Federal Funds sold and deposit accounts in other financial institutions that are in excess of federally insured limits.

(2) Significant Accounting Policies

Allowance for Loan Losses: The allowance for loan losses is regularly reviewed by management to determine that the amount is considered adequate to absorb probable losses in the loan portfolio. If not, an additional provision is made to increase the allowance. This evaluation includes specific loss estimates on certain individually reviewed impaired loans, the pooling of commercial credits risk graded as special mention and substandard that are not individually analyzed, and general loss estimates that are based upon the size, quality, and concentration characteristics of the various loan portfolios, adverse situations that may affect a borrower’s ability to repay, and current economic and industry conditions, among other items.

Page 7

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Those judgments and assumptions that are most critical to the application of this accounting policy are assessing the initial and on-going credit-worthiness of the borrower, the amount and timing of future cash flows of the borrower that are available for repayment of the loan, the sufficiency of underlying collateral, the enforceability of third-party guarantees, the frequency and subjectivity of loan reviews and risk ratings, emerging or changing trends that might not be fully captured in the historical loss experience, and charges against the allowance for actual losses that are greater than previously estimated. These judgments and assumptions are dependent upon or can be influenced by a variety of factors, including the breadth and depth of experience of lending officers, credit administration and the corporate loan review staff that periodically review the status of the loan, changing economic and industry conditions, changes in the financial condition of the borrower and changes in the value and availability of the underlying collateral and guarantees.

Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, impairment of goodwill, fair values of financial instruments, deferred taxes and pension obligations are particularly subject to change.

Income Taxes: Income tax expense is based on the effective tax rate expected to be applicable for the entire year. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax basis of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

Business Combinations: At the date of acquisition the Company records the assets and liabilities of acquired companies on the Consolidated Balance Sheet at their fair value. The results of operations for acquired companies are included in the Company’s Consolidated Statements of Operations beginning at the acquisition date. Expenses arising from acquisition activities are recorded in the Consolidated Statements of Operations during the period incurred.

Reclassifications: Some items in the prior year financial statements were reclassified to conform to the current presentation. Such reclassifications had no effect on net income or shareholders’ equity.

Derivative Instruments and Hedging Activities: The Company enters into interest rate swap agreements to facilitate the risk management strategies of a small number of commercial banking customers. All derivatives are accounted for in accordance with ASC-815, Derivatives and Hedging. The Company mitigates the risk of entering into these agreements by entering into equal and offsetting swap agreements with highly rated third party financial institutions. The swap agreements are free-standing derivatives and are recorded at fair value in the Company’s consolidated balance sheets. The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes because the Company does not currently intend to execute a setoff with its counterparties. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of marketable securities, is posted by the counterparty with net liability positions in accordance with contract thresholds.

Change in Accounting Principal:

In March 2017, the Financial Accounting Standards Board ('FASB') issued Accounting Standards Update ('ASU') 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20). These amendments shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. We adopted ASU 2017-08, effective January 1, 2019, which did not have a material impact on the Company’s Consolidated Financial Statements.

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Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Adoption of New Accounting Standards:

Effective January 1, 2019, the Company adopted FASB ASU 2016-02, Leases, which requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. The original guidance required application on a modified retrospective basis with the earliest period presented. In August 2018, the FASB issued ASU 2018-11, Targeted Improvements to ASC 842, which included an option to not restate comparative periods in transition and elect to use the effective date of ASC 842, Leases, as the date of initial application of transition, which we elected. As a result of the adoption of ASC 842 on January 1, 2019, we recorded both operating lease right-of-use ('ROU') assets of $2,210 and lease liabilities of $2,210. The adoption of ASC 842 had an immaterial impact on our Condensed Consolidated Statement of Earnings and Condensed Consolidated Statement of Cash Flows for the three-month period ended March 31, 2019. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard which allowed us to carry forward the historical lease classification. There was no cumulative effect adjustment to the opening balance of retained earnings required.

Additional information and disclosures required by this new standard are contained in Note 17, 'Leases'.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivative and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down-round features. The amendments also clarify existing disclosure requirements for equity-classified instruments. The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Accounting Standards Codification, to a scope exception. Those amendments do not have an accounting effect. We adopted ASU 2017-11, effective January 1, 2019, which did not have a material impact on the Company’s Consolidated Financial Statements.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 850), the objective of which is to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, the amendments in this Update make certain targeted improvements to simplify the application and disclosure of the hedge accounting guidance in current general accepted accounting principles. We adopted ASU 2017-12, effective January 1, 2019, which did not have a material impact on the Company’s Consolidated Financial Statements.

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718), which simplified the accounting for nonemployee share-based payment transactions. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments in this Update improve the following areas of nonemployee share-based payment accounting; (a) the overall measurement objective, (b) the measurement date, (c) awards with performance conditions, (d) classification reassessment of certain equity-classified awards, (e) calculated value (nonpublic entities only), and (f) intrinsic value (nonpublic entities only). We adopted ASU 2018-07, effective January 1, 2019, which did not have a material impact on the Company’s financial statements.

Effect of Newly Issued but Not Yet Effective Accounting Standards:

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the impairment model for most financial assets. This ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of ASU 2016-13 is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. Management is in the process of evaluating the impact adoption of this update will have on the Company’s Consolidated Financial Statements. This process has engaged multiple area’s of the bank in evaluating loss estimation methods and application of these methods to specific segments of the loan portfolio. Management has been actively monitoring FASB developments and evaluating the use of different methods allowed. Due to continuing development of our methodology, additional time is required to quantify the affect this ASU will have on the Company’s Consolidated Financial Statements. Management plans on running parallel calculations during the year and finalizing a method or methods of adoption in time for the effective date.

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Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. A public business entity that is a U.S. Securities and Exchange Commission (“SEC”) filer, such as the Company, should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes the Disclosure Requirements for Fair Value Measurements. The Update removes the requirement to disclose the amount of and reasons for transfers between Level I and Level II of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level III fair value measurements. The Update requires disclosure of changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level III fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level III fair value measurements. This Update is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. This Update is not expected to have a significant impact on the Company’s financial statements.

In October, 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810), which made improvements in 1) applying the variable interest entity (VIE) guidance to private companies under common control and 2) considering indirect interests held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interests. Under the amendments in this Update, a private company may elect not to apply VIE guidance to legal entities under common control (including common control leasing arrangements) if both the parent and the legal entity being evaluated for consolidation are not public business entities. In addition, indirect interests held through related parties in common control arrangements should be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. For entities other than private companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The amendments in this Update are effective for a private company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. This Update is not expected to have a significant impact on the Company’s financial statements.

In November, 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808), which made the following targeted improvements to generally accepted accounting principles (GAAP) for collaborative arrangements (1) clarified that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account, (2) add unit-of-account guidance in Topic 808 to align with the guidance in Topic 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of Topic 606, and (3) require that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer. For public business entities, such as the Company, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. This Update is not expected to have a significant impact on the Company’s financial statements.

Page 10

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(3) Securities

The amortized cost and fair market value of available for sale securities and the related gross unrealized gains and losses recognized were as follows:

March 31, 2019	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities and obligations of U.S. government agencies	$	22,098	$	147	$	(76	)	$	22,169
Obligations of states and political subdivisions		175,863		7,543		(81	)		183,325
Mortgage-backed securities in government sponsored entities		142,860		2,199		(619	)		144,440
Total debt securities	$	340,821	$	9,889	$	(776	)	$	349,934

December 31, 2018	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities and obligations of U.S. government agencies	$	30,623	$	202	$	(140	)	$	30,685
Obligations of states and political subdivisions		168,993		3,680		(602	)		172,071
Mortgage-backed securities in government sponsored entities		143,707		1,024		(1,193	)		143,538
Total debt securities	$	343,323	$	4,906	$	(1,935	)	$	346,294

The amortized cost and fair value of securities at March 31, 2019, by contractual maturity, is shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Securities not due at a single maturity date, primarily mortgage-backed securities and equity securities, are shown separately.

Available for sale	Amortized Cost		Fair Value
Due in one year or less	$	10,927	$	10,877
Due after one year through five years		16,275		16,469
Due after five years through ten years		24,424		25,631
Due after ten years		146,335		152,517
Mortgage-backed securities		142,860		144,440
Total securities available for sale	$	340,821	$	349,934

Proceeds from sales of securities, gross realized gains and gross realized losses were as follows:

	Three Months Ended
	March 31,
	2019		2018
Sale proceeds	$	17,570	$	—
Gross realized gains		47		—
Gross realized losses		43		—

Securities were pledged to secure public deposits, other deposits and liabilities as required by law. The carrying value of pledged securities was approximately $134,315 and $114,145 as of March 31, 2019 and December 31, 2018, respectively.

Page 11

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Securities with unrealized losses at March 31, 2019 and December 31, 2018 not recognized in income are as follows:

March 31, 2019	12 Months or less				More than 12 months					Total
Description of Securities	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Treasury securities and obligations of U.S. government agencies	$	—	$	—	$	11,486	$	(76	)	$	11,486	$	(76	)
Obligations of states and political subdivisions		—		—		5,907		(81	)		5,907		(81	)
Mortgage-backed securities in gov’t sponsored entities		—		—		37,584		(619	)		37,584		(619	)
Total temporarily impaired	$	—	$	—	$	54,977	$	(776	)	$	54,977	$	(776	)

December 31, 2018	12 Months or less					More than 12 months					Total
Description of Securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Treasury securities and obligations of U.S. government agencies	$	—	$	—		$	16,469	$	(140	)	$	16,469	$	(140	)
Obligations of states and political subdivisions		8,008		(71	)		25,890		(531	)		33,898		(602	)
Mortgage-backed securities in gov’t sponsored entities		6,630		(90	)		40,333		(1,103	)		46,963		(1,193	)
Total temporarily impaired	$	14,638	$	(161	)	$	82,692	$	(1,774	)	$	97,330	$	(1,935	)

At March 31, 2019, there were fifty-nine securities in the portfolio with unrealized losses mainly due to higher market rates when compared to the time of purchase. Unrealized losses on securities have not been recognized into income because the issuers’ securities are of high credit quality, management has the intent and ability to hold these securities for the foreseeable future, and the decline in fair value is largely due to market yields increasing. The fair value is expected to recover as the securities approach their maturity date or reset date. The Company does not intend to sell until recovery and does not believe selling will be required before recovery.

The following table presents the net gains and losses on equity investments recognized in earnings for the three-months ended March 31, 2019 and 2018, and the portion of unrealized gains and losses for the period that relates to equity investments held at March 31, 2019 and 2018:

	Three Months Ended March 31,
	2019		2018
Net gains recognized on equity securities during the period	$	2	$	40
Less: Net gains (losses) realized on the sale of equity securities during the period		—		—
Unrealized gains recognized in equity securities held at reporting date	$	2	$	40

Page 12

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(4) Loans

Loan balances were as follows:

	March 31, 2019			December 31, 2018
Commercial & Agriculture	$	179,200		$	177,101
Commercial Real Estate- Owner Occupied		217,030			210,121
Commercial Real Estate- Non-Owner Occupied		539,420			523,598
Residential Real Estate		461,340			457,850
Real Estate Construction		123,905			135,195
Farm Real Estate		35,645			38,513
Consumer and Other		16,653			19,563
Total loans		1,573,193			1,561,941
Allowance for loan losses		(13,822	)		(13,679	)
Net loans	$	1,559,371		$	1,548,262

Included in total loans above are net deferred loan fees of $267 and $389 at March 31, 2019 and December 31, 2018, respectively.

(5) Allowance for Loan Losses

Management has an established methodology for determining the adequacy of the allowance for loan losses that assesses the risks and losses inherent in the loan portfolio. For purposes of determining the allowance for loan and lease losses, the Company has segmented certain loans in the portfolio by product type. Loss migration rates for each risk category are calculated and used as the basis for calculating loan loss allowance allocations. Loss migration rates are calculated over a three-year period for all portfolio segments. Management also considers certain economic factors for trends that management uses to account for the qualitative and environmental changes in risk, which affects the level of the reserve.

The following economic factors are analyzed:

•

Changes in lending policies and procedures

•

Changes in experience and depth of lending and management staff

•

Changes in quality of credit review system

•

Changes in nature and volume of the loan portfolio

•

Changes in past due, classified and nonaccrual loans and TDRs

•

Changes in economic and business conditions

•

Changes in competition or legal and regulatory requirements

•

Changes in concentrations within the loan portfolio

•

Changes in the underlying collateral for collateral dependent loans

The total allowance reflects management’s estimate of loan losses inherent in the loan portfolio at the balance sheet date. The Company considers the allowance for loan losses of $13,822 adequate to cover loan losses inherent in the loan portfolio, at March 31, 2019. The following tables present, by portfolio segment, the changes in the allowance for loan losses for the three months ended March 31, 2019 and 2018.

Page 13

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Allowance for loan losses:

March 31, 2019	Beginning balance		Charge-offs			Recoveries		Provision			Ending Balance
Commercial & Agriculture	$	1,747	$	—		$	1	$	86		$	1,834
Commercial Real Estate:
Owner Occupied		1,962		(60	)		223		(146	)		1,979
Non-Owner Occupied		5,803		—			14		172			5,989
Residential Real Estate		1,531		(98	)		124		(123	)		1,434
Real Estate Construction		1,046		(24	)		—		(51	)		971
Farm Real Estate		397		—			1		(32	)		366
Consumer and Other		284		(57	)		19		5			251
Unallocated		909		—			—		89			998
Total	$	13,679	$	(239	)	$	382	$	—		$	13,822

For the three months ended March 31, 2019, the allowance for Commercial & Agriculture loans increased due to an increase in general reserves required for this type as a result of higher loan balances. The result was represented as an increase in the provision. The allowance for Commercial Real Estate –Owner Occupied loans increased due to an increase in general reserves required as a result of higher loan balances, offset by lower loss rates and recoveries on previously charged off amounts. This was represented as a decrease in the provision. The allowance for Commercial Real Estate – Non-Owner Occupied loans increased due to an increase in general reserves required as a result of higher loan balances. This was represented as an increase in the provision. The allowance for Residential Real Estate loans was reduced by a decrease in general reserves required for this type as a result of a decrease in loss rates and recoveries on previously charged off amounts, represented by a decrease in the provision. The allowance for Real Estate Construction loans decreased due to a decrease in general reserves required as a result of lower loan balances. The allowance for Farm Real Estate loans was reduced by a decrease in general reserves required for this type as a result of lower outstanding loan balances. The result was represented as a decrease in the provision. Management feels that the unallocated amount is appropriate and within the relevant range for the allowance that is reflective of the risk in the portfolio at March 31, 2019.

Allowance for loan losses:

March 31, 2018	Beginning balance		Charge-offs			Recoveries		Provision			Ending Balance
Commercial & Agriculture	$	1,562	$	(125	)	$	19	$	(97	)	$	1,359
Commercial Real Estate:
Owner Occupied		2,043		(193	)		9		171			2,030
Non-Owner Occupied		5,307		(44	)		14		393			5,670
Residential Real Estate		1,910		(22	)		58		(196	)		1,750
Real Estate Construction		834		—			—		(14	)		820
Farm Real Estate		430		—			1		(20	)		411
Consumer and Other		290		(41	)		4		(6	)		247
Unallocated		758		—			—		(231	)		527
Total	$	13,134	$	(425	)	$	105	$	—		$	12,814

For the three months ended March 31, 2018, the allowance for Commercial & Agriculture loans was reduced by a decrease in general reserves as a result of lower outstanding balances and lower loss rates. The result was represented as a decrease in the provision. The allowance for Commercial Real Estate – Owner Occupied loans was reduced by a decrease in general reserves and charge-offs. The allowance for Commercial Real Estate – Non-Owner Occupied loans increased due to an increase in general reserves required for this type as a result of higher loan balances. The allowance for Residential Real Estate loans was reduced by a decrease in general reserves required for this type as a result of a decrease in outstanding loan balances and loss rates, represented by a decrease in the provision. The allowance for Real Estate Construction loans decreased due to lower outstanding loan balances for this type of loan. The result was represented as a decrease in the provision. The allowance for Farm Real Estate loans was reduced by a decrease in general reserves required for this type as a result of lower outstanding loan balances. The result was represented as a decrease in the provision. The allowance for Consumer and Other loans decreased due to a decrease in general reserves required for this type as a result of lower loss rates, lower outstanding balances and net charge-offs. The result was represented as a decrease in the provision.

Page 14

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following tables present, by portfolio segment, the allocation of the allowance for loan losses and related loan balances as of March 31, 2019 and December 31, 2018.

March 31, 2019	Loans acquired with credit deterioration		Loans individually evaluated for impairment		Loans collectively evaluated for impairment		Total
Allowance for loan losses:
Commercial & Agriculture	$	—	$	53	$	1,781	$	1,834
Commercial Real Estate:
Owner Occupied		—		10		1,969		1,979
Non-Owner Occupied		—		—		5,989		5,989
Residential Real Estate		—		124		1,310		1,434
Real Estate Construction		—		—		971		971
Farm Real Estate		—		7		359		366
Consumer and Other		—		—		251		251
Unallocated		—		—		998		998
Total	$	—	$	194	$	13,628	$	13,822
Outstanding loan balances:
Commercial & Agriculture	$	35	$	367	$	178,798	$	179,200
Commercial Real Estate:
Owner Occupied		—		472		216,558		217,030
Non-Owner Occupied		—		382		539,038		539,420
Residential Real Estate		823		1,148		459,369		461,340
Real Estate Construction		—		—		123,905		123,905
Farm Real Estate		—		692		34,953		35,645
Consumer and Other		—		—		16,653		16,653
Total	$	858	$	3,061	$	1,569,274	$	1,573,193

December 31, 2018	Loans acquired with credit deterioration		Loans individually evaluated for impairment		Loans collectively evaluated for impairment		Total
Allowance for loan losses:
Commercial & Agriculture	$	—	$	—	$	1,747	$	1,747
Commercial Real Estate:
Owner Occupied		—		12		1,950		1,962
Non-Owner Occupied		—		—		5,803		5,803
Residential Real Estate		8		122		1,401		1,531
Real Estate Construction		—		—		1,046		1,046
Farm Real Estate		—		7		390		397
Consumer and Other		—		—		284		284
Unallocated		—		—		909		909
Total	$	8	$	141	$	13,530	$	13,679
Outstanding loan balances:
Commercial & Agriculture	$	41	$	367	$	176,693	$	177,101
Commercial Real Estate:
Owner Occupied		—		484		209,637		210,121
Non-Owner Occupied		—		31		523,567		523,598
Residential Real Estate		883		1,279		455,688		457,850
Real Estate Construction		—		—		135,195		135,195
Farm Real Estate		—		696		37,817		38,513
Consumer and Other		—		—		19,563		19,563
Total	$	924	$	2,857	$	1,558,160	$	1,561,941

Page 15

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following tables present credit exposures by internally assigned risk grades as of March 31, 2019 and December 31, 2018. The risk rating analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all. The Company’s internal credit risk grading system is based on experiences with similarly graded loans.

The Company’s internally assigned risk grades are as follows:

•

Pass – loans which are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral.

•

Special Mention – loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.

•

Substandard – loans that have a well-defined weakness based on objective evidence and are characterized by the distinct possibility that Civista will sustain some loss if the deficiencies are not corrected.

•

Doubtful – loans classified as doubtful have all the weaknesses inherent in a substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.

•

Loss – loans classified as a loss are considered uncollectible, or of such value that continuance as an asset is not warranted.

Generally, Residential Real Estate, Real Estate Construction and Consumer and Other loans are not risk-graded, except when collateral is used for a business purpose. Only those loans that have been risk rated are included below.

March 31, 2019	Pass		Special Mention		Substandard		Doubtful		Ending Balance
Commercial & Agriculture	$	174,339	$	2,978	$	1,883	$	—	$	179,200
Commercial Real Estate:
Owner Occupied		208,242		3,532		5,256		—		217,030
Non-Owner Occupied		536,178		2,384		858		—		539,420
Residential Real Estate		73,163		490		6,143		—		79,796
Real Estate Construction		115,899		12		12		—		115,923
Farm Real Estate		31,218		1,955		2,472		—		35,645
Consumer and Other		776		—		24		—		800
Total	$	1,139,815	$	11,351	$	16,648	$	—	$	1,167,814

December 31, 2018	Pass		Special Mention		Substandard		Doubtful		Ending Balance
Commercial & Agriculture	$	173,783	$	1,509	$	1,809	$	—	$	177,101
Commercial Real Estate:
Owner Occupied		201,228		3,512		5,381		—		210,121
Non-Owner Occupied		520,487		2,023		1,088		—		523,598
Residential Real Estate		70,908		580		7,363		—		78,851
Real Estate Construction		124,769		13		41		—		124,823
Farm Real Estate		32,908		3,096		2,509		—		38,513
Consumer and Other		1,713		—		20		—		1,733
Total	$	1,125,796	$	10,733	$	18,211	$	—	$	1,154,740

Page 16

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following tables present performing and nonperforming loans based solely on payment activity for the periods ended March 31, 2019 and December 31, 2018 that have not been assigned an internal risk grade. The types of loans presented here are not assigned a risk grade unless there is evidence of a problem. Payment activity is reviewed by management on a monthly basis to evaluate performance. Loans are considered to be nonperforming when they become 90 days past due or if management thinks that we may not collect all of our principal and interest. Nonperforming loans also include certain loans that have been modified in Troubled Debt Restructurings (TDRs) where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions due to economic status. Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months.

March 31, 2019	Residential Real Estate		Real Estate Construction		Consumer and Other		Total
Performing	$	381,544	$	7,982	$	15,843	$	405,369
Nonperforming		—		—		10		10
Total	$	381,544	$	7,982	$	15,853	$	405,379

December 31, 2018	Residential Real Estate		Real Estate Construction		Consumer and Other		Total
Performing	$	378,999	$	10,372	$	17,830	$	407,201
Nonperforming		—		—		—		—
Total	$	378,999	$	10,372	$	17,830	$	407,201

The following tables include an aging analysis of the recorded investment of past due loans outstanding as of March 31, 2019 and December 31, 2018.

March 31, 2019	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Purchased Credit- Impaired Loans		Total Loans		Past Due 90 Days and Accruing
Commercial & Agriculture	$	80	$	13	$	107	$	200	$	178,965	$	35	$	179,200	$	—
Commercial Real Estate:
Owner Occupied		862		336		534		1,732		215,298		—		217,030		—
Non-Owner Occupied		72		—		159		231		539,189		—		539,420		—
Residential Real Estate		3,031		201		758		3,990		456,527		823		461,340		—
Real Estate Construction		11		—		—		11		123,894		—		123,905		—
Farm Real Estate		—		70		152		222		35,423		—		35,645		—
Consumer and Other		118		42		25		185		16,468		—		16,653		10
Total	$	4,174	$	662	$	1,735	$	6,571	$	1,565,764	$	858	$	1,573,193	$	10

December 31, 2018	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Purchased Credit- Impaired Loans		Total Loans		Past Due 90 Days and Accruing
Commercial & Agriculture	$	225	$	—	$	92	$	317	$	176,743	$	41	$	177,101	$	—
Commercial Real Estate:
Owner Occupied		547		413		564		1,524		208,597		—		210,121		—
Non-Owner Occupied		288		290		372		950		522,648		—		523,598		—
Residential Real Estate		7,118		677		806		8,601		448,366		883		457,850		—
Real Estate Construction		—		12		27		39		135,156		—		135,195		—
Farm Real Estate		33		—		158		191		38,322		—		38,513		—
Consumer and Other		117		57		9		183		19,380		—		19,563		—
Total	$	8,328	$	1,449	$	2,028	$	11,805	$	1,549,212	$	924	$	1,561,941	$	—

Page 17

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following table presents loans on nonaccrual status, excluding purchased credit-impaired (PCI) loans, as of March 31, 2019 and December 31, 2018.

	March 31, 2019		December 31, 2018
Commercial & Agriculture	$	333	$	270
Commercial Real Estate:
Owner Occupied		917		942
Non-Owner Occupied		160		374
Residential Real Estate		3,240		3,886
Real Estate Construction		12		41
Farm Real Estate		329		338
Consumer and Other		21		18
Total	$	5,012	$	5,869

Nonaccrual Loans: Loans are considered for nonaccrual status upon reaching 90 days delinquency, unless the loan is well secured and in the process of collection, although the Company may be receiving partial payments of interest and partial repayments of principal on such loans. When a loan is placed on nonaccrual status, previously accrued but unpaid interest is deducted from interest income. Payments received on nonaccrual loans are applied to the unpaid principal balance. A loan may be returned to accruing status only if one of three conditions are met: the loan is well-secured and none of the principal and interest has been past due for a minimum of 90 days; the loan is a TDR and has made a minimum of six months payments; or the principal and interest payments are reasonably assured and a sustained period of performance has occurred, generally six months.

Modifications: A modification of a loan constitutes a TDR when the Company for economic or legal reasons related to a borrower’s financial difficulties grants a concession to the borrower that it would not otherwise consider. The Company offers various types of concessions when modifying a loan, however, forgiveness of principal is rarely granted. Commercial Real Estate loans modified in a TDR often involve reducing the interest rate lower than the current market rate for new debt with similar risk. Residential Real Estate loans modified in a TDR primarily involve interest rate reductions where monthly payments are lowered to accommodate the borrowers’ financial needs.

Loans modified in a TDR are typically already on non-accrual status and partial charge-offs have in some cases already been taken against the outstanding loan balance. As a result, loans modified in a TDR may have the financial effect of increasing the specific allowance associated with the loan. An allowance for impaired loans that have been modified in a TDR are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral, less any selling costs, if the loan is collateral dependent. Management exercises significant judgment in developing these estimates. As of March 31, 2019, TDRs accounted for $194 of the allowance for loan losses. As of December 31, 2018, TDRs accounted for $143 of the allowance for loan losses.

Loan modifications that are considered TDRs completed during the periods ended March 31, 2019 and March 31, 2018 were as follows:

	For the three months ended
	March 31, 2019
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		—	$	—	$	—
Commercial Real Estate—Owner Occupied		—		—		—
Commercial Real Estate—Non-Owner Occupied		1		382		382
Residential Real Estate		—		—		—
Real Estate Construction		—		—		—
Farm Real Estate		—		—		—
Consumer and Other		—		—		—
Total Loan Modifications		1	$	382	$	382

Page 18

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

	For the three months ended
	March 31, 2018
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		3	$	591	$	591
Commercial Real Estate—Owner Occupied		—		—		—
Commercial Real Estate—Non-Owner Occupied		—		—		—
Residential Real Estate		—		—		—
Real Estate Construction		—		—		—
Farm Real Estate		—		—		—
Consumer and Other		—		—		—
Total Loan Modifications		3	$	591	$	591

Recidivism, or the borrower defaulting on its obligation pursuant to a modified loan, results in the loan once again becoming a non-accrual loan. Recidivism occurs at a notably higher rate than do defaults on new origination loans, so modified loans present a higher risk of loss than do new origination loans.

During the three-month periods ended March 31, 2019 and March 31, 2018, there were no defaults on loans that were modified and considered TDRs during the respective previous twelve months.

Impaired Loans: Larger (greater than $350) Commercial & Agricultural and Commercial Real Estate loan relationships, all TDRs and Residential Real Estate and Consumer loans that are part of a larger relationship are tested for impairment on a quarterly basis. These loans are analyzed to determine if it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. If management determines that the value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance.

Page 19

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following table includes the recorded investment and unpaid principal balances for impaired loans, excluding PCI loans, with the associated allowance amount, if applicable, as of March 31, 2019 and December 31, 2018.

	March 31, 2019						December 31, 2018
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Commercial & Agriculture	$	168	$	168			$	367	$	367
Commercial Real Estate:
Owner Occupied		187		187				193		193
Non-Owner Occupied		382		382				31		34
Residential Real Estate		892		964				1,017		1,089
Farm Real Estate		252		252				256		256
Total		1,881		1,953				1,864		1,939
With an allowance recorded:
Commercial & Agriculture		199		199	$	53		—		—	$	—
Commercial Real Estate:
Owner Occupied		285		285		10		291		291		12
Residential Real Estate		256		260		124		262		265		122
Farm Real Estate		440		440		7		440		440		7
Total		1,180		1,184		194		993		996		141
Total:
Commercial & Agriculture		367		367		53		367		367		—
Commercial Real Estate:
Owner Occupied		472		472		10		484		484		12
Non-Owner Occupied		382		382		—		31		34		—
Residential Real Estate		1,148		1,224		124		1,279		1,354		122
Farm Real Estate		692		692		7		696		696		7
Total	$	3,061	$	3,137	$	194	$	2,857	$	2,935	$	141

The following table includes the average recorded investment and interest income recognized for impaired financing receivables for the three-month periods ended March 31, 2019 and 2018.

	March 31, 2019				March 31, 2018
For the three months ended	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Commercial & Agriculture	$	367	$	6	$	732	$	7
Commercial Real Estate—Owner Occupied		478		8		771		9
Commercial Real Estate—Non-Owner Occupied		206		4		43		1
Residential Real Estate		1,213		16		1,348		17
Farm Real Estate		694		7		701		7
Total	$	2,958	$	41	$	3,595	$	41

Changes in the amortizable yield for PCI loans were as follows, since acquisition:

	For the Three-Month Period Ended March 31, 2019			For the Three-Month Period Ended March 31, 2018
	(In Thousands)			(In Thousands)
Balance at beginning of period	$	336		$	15
Acquisition of PCI loans		—			—
Accretion		(10	)		(7	)
Balance at end of period	$	326		$	8

Page 20

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following table presents additional information regarding loans acquired and accounted for in accordance with ASC 310-30:

	At March 31, 2019		At December 31, 2018
	Acquired Loans with Specific Evidence of Deterioration of Credit Quality (ASC 310-30)		Acquired Loans with Specific Evidence of Deterioration of Credit Quality (ASC 310-30)
	(In Thousands)
Outstanding balance	$	1,693	$	1,805
Carrying amount		858		924

There has been $0 and $8 in allowance for loan losses recorded for acquired loans with or without specific evidence of deterioration in credit quality as of March 31, 2019 and December 31, 2018, respectively.

Foreclosed Assets Held For Sale

Foreclosed assets acquired in settlement of loans are carried at fair value less estimated costs to sell and are included in other assets on the Consolidated Balance Sheet. As of March 31, 2019 and December 31, 2018, respectively, foreclosed assets included in other assets totaled $0. As of March 31, 2019 and December 31, 2018, the Company had initiated formal foreclosure procedures on $365 and $311, respectively, of consumer residential mortgages.

(6) Other Comprehensive Income

The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax.

	For the Three-Month Period Ended								For the Three-Month Period Ended
	March 31, 2019(a)								March 31, 2018(a)
	Unrealized Gains and Losses on Available-for- Sale Securities		Defined Benefit Pension Items			Total			Unrealized Gains and Losses on Available-for- Sale Securities			Defined Benefit Pension Items			Total
Beginning balance	$	2,347	$	(3,799	)	$	(1,452	)	$	3,185		$	(4,309	)	$	(1,124	)
Other comprehensive income before reclassifications		4,850		—			4,850			(2,539	)		—			(2,539	)
Amounts reclassified from accumulated other comprehensive loss		3		116			119			—			113			113
Net current-period other comprehensive income		4,853		116			4,969			(2,539	)		113			(2,426	)
Reclassification of equity securities from accumulated other comprehensive loss		—		—			—			(278	)		—			(278	)
Ending balance	$	7,200	$	(3,683	)	$	3,517		$	368		$	(4,196	)	$	(3,828	)

(a)	Amounts in parentheses indicate debits on the Consolidated Balance Sheets.

Page 21

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss).

	Amount Reclassified from Accumulated Other Comprehensive Income (Loss) (a)
Details about Accumulated Other Comprehensive Loss Components	For the Three months ended March 31, 2019			For the Three months ended March 31, 2018			Affected Line Item in the Statement Where Net Income is Presented
Unrealized gains on available-for-sale securities	$	(4	)	$	—		Net gain on securities available for sale
Tax effect		1			—		Income tax expense
		(3	)		—		Net of tax
Amortization of defined benefit pension items
Actuarial gains/(losses) (b)		(147	)		(143	)	Other operating expenses
Tax effect		31			30		Income tax expense
		(116	)		(113	)	Net of tax
Total reclassifications for the period	$	(119	)	$	(113	)	Net of tax

(a)	Amounts in parentheses indicate expenses/losses and other amounts indicate income/benefit.

(b)	These accumulated other comprehensive income components are included in the computation of net periodic pension cost.

(7) Goodwill and Intangible Assets

There has been no change in the carrying amount of goodwill of $76,851 for the periods ended March 31, 2019 and 2018. Goodwill is not amortized, however, management performs an evaluation of goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Management last performed an evaluation of the Company’s goodwill during the fourth quarter of 2018 and concluded that the Company’s goodwill was not impaired at December 31, 2018.

Acquired intangible assets, other than goodwill, as of March 31, 2019 and December 31, 2018 were as follows:

	2019						2018
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets(1):
MSRs	$	2,141	$	485	$	1,656	$	2,110	$	446	$	1,664
Core deposit intangibles		14,792		7,344		7,448		14,792		7,104		7,688
Total amortized intangible assets	$	16,933	$	7,829	$	9,104	$	16,902	$	7,550	$	9,352

(1)	Excludes fully amortized intangible assets

Aggregate core deposit intangible amortization expense was $240 and $33 for the three-months ended March 31, 2019 and 2018, respectively.

Aggregate mortgage servicing rights amortization was $39 and $16 for the three-months ended March 31, 2019 and 2018, respectively.

Page 22

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Estimated amortization expense for each of the next five years and thereafter is as follows:

	MSRs		Core deposit intangibles		Total
2019	$	66	$	705	$	771
2020		88		913		1,001
2021		87		891		978
2022		88		868		956
2023		86		841		927
Thereafter		1,241		3,230		4,471
	$	1,656	$	7,448	$	9,104

(8) Short-Term Borrowings

Short-term borrowings, which consist of federal funds purchased and other short-term borrowings are included in Federal Home Loan Bank advances on the Consolidated Balance Sheets and are summarized as follows:

	At March 31, 2019					At December 31, 2018
	Federal Funds Purchased		Short-term Borrowings			Federal Funds Purchased			Short-term Borrowings
Outstanding balance	$	—	$	122,100		$	—		$	188,600
Maximum indebtedness		—		192,700			20,000			225,300
Average balance		—		92,267			116			113,520
Average rate paid		—		2.51	%		2.58	%		2.07	%
Interest rate on balance		—		2.51	%		—			2.45	%

Average balance during the period represents daily averages. Average rate paid represents interest expense divided by the related average balances.

These borrowing transactions can range from overnight to six months in maturity. The average maturity was one day at March 31, 2019 and December 31, 2018.

Securities sold under agreements to repurchase are used to facilitate the needs of our customers as well as to facilitate our short-term funding needs. Securities sold under repurchase agreements are carried at the amount of cash received in association with the agreement. We continuously monitor the collateral levels and may be required, from time to time, to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agents.

The following table presents detail regarding the securities pledged as collateral under repurchase agreements as of March 31, 2019 and December 31, 2018. All of the repurchase agreements are overnight agreements.

	March 31, 2019		December 31, 2018
Securities pledged for repurchase agreements:
U.S. Treasury securities	$	858	$	861
Obligations of U.S. government agencies		21,112		21,338
Total securities pledged	$	21,970	$	22,199
Gross amount of recognized liabilities for repurchase agreements	$	21,970	$	22,199
Amounts related to agreements not included in offsetting disclosures above	$	—	$	—

Page 23

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(9) Earnings per Common Share

Basic earnings per common share are computed as net income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share include the dilutive effect, if any, of additional potential common shares issuable under the Company’s equity incentive plan, computed using the treasury stock method, and the impact of the Company’s convertible preferred shares using the “if converted” method.

	Three Months Ended
	March 31,
	2019		2018
Basic
Net income	$	9,669	$	6,989
Preferred stock dividends		164		303
Net income available to common shareholders—basic	$	9,505	$	6,686
Weighted average common shares outstanding—basic		15,607,655		10,213,264
Basic earnings per common share	$	0.61	$	0.65
Diluted
Net income available to common shareholders—basic	$	9,505	$	6,686
Preferred stock dividends		164		303
Net income available to common shareholders—diluted	$	9,669	$	6,989
Weighted average common shares outstanding for basic earnings per common share		15,607,655		10,213,264
Add: Dilutive effects of convertible preferred shares		1,294,175		2,384,130
Average shares and dilutive potential common shares outstanding—diluted		16,901,830		12,597,394
Diluted earnings per common share	$	0.57	$	0.55

For the quarters ended March 31, 2019 and March 31, 2018, there were 1,294,175 and 2,384,130, respectively, of average dilutive shares related to the Company’s convertible preferred shares. Under the “if converted” method, all convertible preferred shares are assumed to be converted into common shares at the corresponding conversion rate. These additional shares are then added to the common shares outstanding to calculate diluted earnings per share.

(10) Commitments, Contingencies and Off-Balance Sheet Risk

Some financial instruments, such as loan commitments, credit lines, letters of credit and overdraft protection, are issued to meet customers’ financing needs. These are agreements to provide credit or to support the credit of others, as long as the conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk of credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of commitment. The contractual amounts of financial instruments with off-balance-sheet risk were as follows for March 31, 2019 and December 31, 2018:

	Contract Amount
	March 31, 2019				December 31, 2018
	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
Commitment to extend credit:
Lines of credit and construction loans	$	14,051	$	360,954	$	14,984	$	359,220
Overdraft protection		4		47,276		3		37,201
Letters of credit		624		921		624		850
	$	14,679	$	409,151	$	15,611	$	397,271

Page 24

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Commitments to make loans are generally made for a period of one year or less. Fixed rate loan commitments included in the table above had interest rates ranging from 2.88% to 8.50% at March 31, 2019 and December 31, 2018, respectively. Maturities extend up to 30 years.

Civista is required to maintain certain reserve balances on hand in accordance with the Federal Reserve Board requirements. The reserve balance maintained in accordance with such requirements was $87,310 on March 31, 2019 and $8,891 on December 31, 2018.

(11) Pension Information

The Company sponsors a pension plan which is a noncontributory defined benefit retirement plan. Annual payments, subject to the maximum amount deductible for federal income tax purposes, are made to a pension trust fund. In 2006, the Company amended the pension plan to provide that no employee could be added as a participant to the pension plan after December 31, 2006. In 2014, the Company amended the pension plan again to provide that no additional benefits would accrue beyond April 30, 2014.

Net periodic pension benefit was as follows:

	Three months ended
	March 31,
	2019			2018
Service cost	$	—		$	—
Interest cost		128			125
Expected return on plan assets		(256	)		(273	)
Other components		147			143
Net periodic pension cost (benefit)	$	19		$	(5	)

The Company does not expect to make any contribution to its pension plan in 2019. The Company made no contribution to its pension plan in 2018.

(12) Equity Incentive Plan

At the Company’s 2014 annual meeting, the shareholders adopted the Company’s 2014 Incentive Plan (“2014 Incentive Plan”). The 2014 Incentive Plan authorizes the Company to grant options, stock awards, stock units and other awards for up to 375,000 common shares of the Company. There were 248,736 shares available for future grants under this plan at March 31, 2019.

No options had been granted under the 2014 Incentive Plan as of March 31, 2019 and 2018.

Each year, the Board of Directors has awarded restricted common shares to senior officers of the Company. The restricted shares vest ratably over a three-year period following the grant date. The product of the number of restricted shares granted and the grant date market price of the Company’s common shares determines the fair value of restricted shares awarded under the Company’s 2014 Incentive Plan. Management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period for the entire award.

On May 17, 2018, directors of the Company’s banking subsidiary, Civista, were paid a retainer in the form of non-restricted common shares of the Company. The aggregate of 6,204 common shares were issued to Civista directors as payment of their retainer for their service on the Civista Board of Directors covering the period up to the 2019 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $144.

On September 25, 2018, newly appointed directors of the Company’s banking subsidiary, Civista, were paid a retainer in the form of non-restricted common shares of the Company. The aggregate of 867 common shares were issued for their service on the Civista Board of Directors covering the period up to the 2019 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $21.

Page 25

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The Company classifies share-based compensation for employees with “Compensation expense” in the Consolidated Statements of Operations.

The following is a summary of the Company’s outstanding restricted shares and changes therein for the three-month period ended March 31, 2019:

	Three months ended
	March 31, 2019
	Number of Restricted Shares			Weighted Average Grant Date Fair Value
Nonvested at beginning of period		39,970		$	19.10
Granted		21,106			20.65
Vested		(16,557	)		17.31
Forfeited		(492	)		22.41
Nonvested at end of period		44,027		$	20.48

The following is a summary of the status of the Company’s outstanding restricted shares as of March 31, 2019:

At March 31, 2019
Date of Award	Shares		Remaining Expense		Remaining Vesting Period (Years)
January 15, 2016		4,108	$	37		1.75
March 20, 2017		3,725		37		0.75
March 20, 2017		3,581		67		2.75
April 10, 2018		5,282		86		1.75
April 10, 2018		6,225		117		3.75
March 14, 2019		10,188		198		2.75
March 14, 2019		10,918		203		4.75
		44,027	$	745		3.00

During the three months ended March 31, 2019, the Company recorded $89 of share-based compensation expense for shares granted under the 2014 Incentive Plan. At March 31, 2019, the total compensation cost related to unvested awards not yet recognized is $745, which is expected to be recognized over the weighted average remaining life of the grants of 3.00 years.

(13) Fair Value Measurement

The Company uses a fair value hierarchy to measure fair value. This hierarchy describes three levels of inputs that may be used to measure fair value. Level 1: Quoted prices for identical assets in active markets that are identifiable on the measurement date; Level 2: Significant other observable inputs, such as quoted prices for similar assets, quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data; Level 3: Significant unobservable inputs that reflect the Company’s own view about the assumptions that market participants would use in pricing an asset.

Debt securities: The fair values of securities available for sale are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

Equity securities: The Company has two types of equity securities, one is not actively traded in an open market, while the other is listed on an exchange and is less frequently traded. The fair value of the equity security available for sale not actively traded in an open market is determined by using market data inputs for similar securities that are observable (Level 2 inputs). The fair value of the other equity security is determined from third-party pricing services or a computerized pricing model and classified Level 2.

The fair value of the swap asset/liability: The fair value of the swap asset and liability is based on an external derivative model using data inputs as of the valuation date and classified Level 2. The changes in fair value of these assets/liabilities had no impact on net income or comprehensive income.

Page 26

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Impaired loans: The Company has measured impairment on impaired loans generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties. In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. Additionally, management makes estimates about expected costs to sell the property which are also included in the net realizable value. If the fair value of the collateral dependent loan is less than the carrying amount of the loan, a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included as a Level 3 measurement.

Assets and liabilities measured at fair value are summarized in the table below.

	Fair Value Measurements at March 31, 2019 Using:
Assets:	(Level 1)		(Level 2)		(Level 3)
Assets measured at fair value on a recurring basis:
Securities available for sale
U.S. Treasury securities and obligations of U.S. Government agencies	$	—	$	22,169	$	—
Obligations of states and political subdivisions		—		183,325		—
Mortgage-backed securities in government sponsored entities		—		144,440		—
Total securities available for sale		—		349,934		—
Equity securities		—		1,072		—
Swap asset		—		4,910		—
Liabilities measured at fair value on a recurring basis:
Swap liability		—		4,910		—
Assets measured at fair value on a nonrecurring basis:
Impaired loans	$	—	$	—	$	2,150

	Fair Value Measurements at December 31, 2018 Using:
Assets:	(Level 1)		(Level 2)		(Level 3)
Assets measured at fair value on a recurring basis:
Securities available for sale
U.S. Treasury securities and obligations of U.S. Government agencies	$	—	$	30,685	$	—
Obligations of states and political subdivisions		—		172,071		—
Mortgage-backed securities in government sponsored entities		—		143,538		—
Total securities available for sale		—		346,294		—
Equity securities		—		1,070		—
Swap asset		—		2,837		—
Liabilities measured at fair value on a recurring basis:
Swap liability		—		2,837		—
Assets measured at fair value on a nonrecurring basis:
Impaired loans	$	—	$	—	$	1,803

The following table presents quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at March 31, 2019.

Quantitative Information about Level 3 Fair Value Measurements

March 31, 2019

Fair Value

Valuation Technique

Unobservable Input

Range

Weighted Average

Impaired loans

2,150

Appraisal of collateral

Appraisal adjustments

10% - 30%

23%

Liquidation expense

0% - 10%

Holding period

0 - 30 months

21 months

Page 27

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following table presents quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at December 31, 2018.

Quantitative Information about Level 3 Fair Value Measurements

December 31, 2018

Fair Value

Valuation Technique

Unobservable Input

Range

Weighted Average

Impaired loans

1,803

Appraisal of collateral

Appraisal adjustments

0% - 30%

26%

Liquidation expense

0% - 10%

Holding period

0 - 30 months

21 months

The carrying amount and fair values of financial instruments not measured at fair value on a recurring or nonrecurring basis at March 31, 2019 are as follows:

March 31, 2019	Carrying Amount		Total Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from financial institutions	$	164,094	$	164,094	$	164,094	$	—	$	—
Other securities		20,280		20,280		20,280		—		—
Loans, held for sale		1,444		1,444		1,444		—		—
Loans, net of allowance		1,559,371		1,517,557		—		—		1,517,557
Bank owned life insurance		44,239		44,239		44,239		—		—
Accrued interest receivable		7,304		7,304		7,304		—		—
Financial Liabilities:
Nonmaturing deposits		1,492,469		1,492,469		1,492,469		—		—
Time deposits		273,332		273,514		—		—		273,514
Short-term FHLB advances		122,100		122,100		122,100		—		—
Long-term FHLB advances		5,000		5,001		—		—		5,001
Securities sold under agreement to repurchase		21,970		21,970		21,970		—		—
Subordinated debentures		29,427		35,150		—		—		35,150
Accrued interest payable		261		261		261		—		—

The carrying amount and fair values of financial instruments not measured at fair value on a recurring or nonrecurring basis at December 31, 2018 are as follows:

December 31, 2018	Carrying Amount		Total Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from financial institutions	$	42,779	$	42,779	$	42,779	$	—	$	—
Other securities		21,021		21,021		21,021		—		—
Loans, held for sale		1,391		1,391		1,391		—		—
Loans, net of allowance		1,548,262		1,517,278		—		—		1,517,278
Bank owned life insurance		43,037		43,037		43,037		—		—
Accrued interest receivable		6,723		6,723		6,723		—		—
Financial Liabilities:
Nonmaturing deposits		1,312,207		1,312,207		1,312,207		—		—
Time deposits		267,686		267,943		—		—		267,943
Short-term FHLB advances		188,600		188,600		188,600		—		—
Long-term FHLB advances		5,000		4,983		—		—		4,983
Securities sold under agreement to repurchase		22,199		22,199		22,199		—		—
Subordinated debentures		29,427		34,620		—		—		34,620
Accrued interest payable		230		230		230		—		—

Page 28

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(14) Derivative Hedging Instruments

To accommodate customer need and to support the Company’s asset/liability positioning, on occasion we enter into interest rate swaps with a customer and a bank counterparty. The Company enters into a floating rate loan and a fixed rate swap with our customer. Simultaneously, the Company enters into an offsetting fixed rate swap with a bank counterparty. In connection with each swap transaction, the Company agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on the same notional amount at a fixed interest rate. At the same time, the Company agrees to pay a bank counterparty the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. These transactions allow the Company’s customer to effectively convert variable rate loans to fixed rate loans. Since the Company acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts offset each other and do not significantly impact the Company’s results of operations.

The following table summarizes the Company’s interest rate swap positions and the impact of a 1 basis point change in interest rates as of March 31, 2019.

	Notional Amount			Weighted Average Rate Received/(Paid)			Impact of a 1 basis point change in interest rates			Repricing Frequency
Derivative Assets	$	125,151			5.19	%	$	76		Monthly
Derivative Liabilities		(125,151	)		-5.19	%		(76	)	Monthly
Net Exposure	$	—					$	—

The following table summarizes the Company’s interest rate swap positions and the impact of a 1 basis point change in interest rates as of December 31, 2018.

	Notional Amount			Weighted Average Rate Received/(Paid)			Impact of a 1 basis point change in interest rates			Repricing Frequency
Derivative Assets	$	120,131			5.19	%	$	72		Monthly
Derivative Liabilities		(120,131	)		-5.19	%		(72	)	Monthly
Net Exposure	$	—					$	—

The Company monitors and controls all derivative products with a comprehensive Board of Director approved commercial loan swap policy. All hedge transactions must be approved in advance by the Lenders Loan Committee or the Directors Loan Committee of the Board of Directors.

(15) Qualified Affordable Housing Project Investments

The Company invests in certain qualified affordable housing projects. At March 31, 2019 and December 31, 2018, the balance of the investment for qualified affordable housing projects was $4,585 and $4,276, respectively. These balances are reflected in the other assets line on the Consolidated Balance Sheet. The unfunded commitments related to the investments in qualified affordable housing projects totaled $4,524 and $4,922 at March 31, 2019 and December 31, 2018, respectively.

During the three months ended March 31, 2019 and 2018, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $133 and $129, respectively, offset by tax credits and other benefits from its investment in affordable housing tax credits of $276 and $219, respectively. During the three months ended March 31, 2019 and 2018, the Company did not incur impairment losses related to its investment in qualified affordable housing projects.

Page 29

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(16) Revenue Recognition

The Company accounts for revenues from contracts with customers under ASC 606, Revenue from Contracts with Customers. Revenue associated with financial instruments, including revenue from loans and securities are outside the scope of the new standard and accounted for under other existing GAAP. In addition, certain noninterest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives, and certain credit card fees are also not in scope of the new guidance. Noninterest revenue streams in-scope of ASC 606 are discussed below.

Service Charges

Service charges consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.

ATM/Interchange Fees

Fees, exchange, and other service charges are primarily comprised of debit and credit card income, ATM fees and other service charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as Mastercard. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

Wealth Management Fees

Wealth management fees are primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received in the following month through a direct charge to customers’ accounts. The Company does not earn performance-based incentives. The Company’s performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e., as incurred). Payment is received shortly after services are rendered.

Tax Refund Processing Fees

The Company facilitates the payment of federal and state income tax refunds in partnership with a third-party vendor. Refund Transfers (“RTs”) are fee-based products whereby a tax refund is issued to the taxpayer after the Company has received the refund from the federal or state government. As part of this agreement the Company earns fee income, the majority of which is received in the first quarter of the year. The Company’s fee income revenue is recognized based on the estimated percent of business completed by each date.

Other

Other noninterest income consists of other recurring revenue streams such as check order fees, wire transfer fees, safety deposit box rental fees, item processing fees and other miscellaneous revenue streams. Check order income mainly represents fees charged to customers for checks. Wire transfer fees represent revenue from processing wire transfers. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation. Item processing fee income represents fees charged to other financial institutions for processing their transactions. Payment is typically received in the following month.

Page 30

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three-months ended March 31, 2019 and 2018.

	Three Months Ended
	March 31,
	2019		2018
Noninterest Income
In-scope of Topic 606:
Service charges	$	1,456	$	1,134
ATM/Interchange fees		906		554
Wealth management fees		847		852
Tax refund processing fees		2,200		2,200
Other		131		220
Noninterest Income (in-scope of Topic 606)		5,540		4,960
Noninterest Income (out-of-scope of Topic 606)		744		656
Total Noninterest Income	$	6,284	$	5,616

Contract Balances

A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The Company’s noninterest revenue streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of March 31, 2019 and December 31, 2018, the Company did not have any significant contract balances.

Contract Acquisition Costs

In connection with the adoption of Topic 606, an entity is required to capitalize, and subsequently amortize into expense, certain incremental costs of obtaining a contract with a customer if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, sales commission). The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less. Upon adoption of Topic 606, the Company did not capitalize any contract acquisition cost.

(17) Leases

We have operating leases for several branch locations and office space. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. We also lease certain office equipment under operating leases. Many of our leases include both lease (e.g., minimum rent payments) and non-lease components (e.g., common-area or other maintenance costs). The Company accounts for each component separately based on the standalone price of each component. In addition, we have several operating leases with lease term of less than one year and therefore, we have elected the practical expedient to exclude these short-term leases from our ROU assets and lease liabilities.

Most leases include one or more options to renew. The exercise of lease renewal options is typically at our sole discretion. The majority of renewals to extend the lease terms are included in our ROU assets and lease liabilities as they are reasonably certain of exercise.

As most of our leases do not provide an implicit rate, we use the fully collateralized FHLB borrowing rate, commensurate with the lease terms based on the information available at the lease commencement date in determining the present value of the lease payments.

Page 31

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The balance sheet information related to our operating leases were as follows as of March 31, 2019:

	Classification on the Consolidated Balance Sheet	March 31, 2019
Assets:
Operating lease	Other assets	$	2,133
Total lease assets		$	2,133
Liabilities:
Operating lease	Accrued expenses and other liabilities	$	2,133
Total lease liabilities		$	2,133

The cost components of our operating leases were as follows for the period ended March 31, 2019:

	Three Months Ended
	March 31,
	2019
Lease cost
Operating lease cost	$	95
Short-term lease cost		71
Sublease income		(17	)
Total lease cost	$	149

Maturities of our lease liabilities for all operating leases are as follows as of March 31, 2019:

	Three Months Ended
	March 31,
	2019
2019	$	285
2020		370
2021		357
2022		296
2023		288
Thereafter		812
Total lease payments	$	2,408
Less: Imputed Interest		275
Present value of lease liabilities	$	2,133

The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of March 31, 2019:

	Three Months Ended
	March 31,
	2019
Weighted-average remaining lease term-operating leases (years)		6.30
Weighted-average discount rate-operating leases		3.17	%

Page 32

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The following discussion focuses on the consolidated financial condition of the Company at March 31, 2019 compared to December 31, 2018, and the consolidated results of operations for the three-month period ended March 31, 2019, compared to the same period in 2018. This discussion should be read in conjunction with the consolidated financial statements and footnotes included in this Form 10-Q.

Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to such matters as the Company’s financial condition, anticipated operating results, cash flows, business line results, credit quality expectations, prospects for new lines of business, economic trends (including interest rates) and similar matters. Forward-looking statements reflect our expectations, estimates or projections concerning future results or events. These statements are generally identified by the use of forward-looking words or phrases such as “believe,” “belief,” “expect,” “anticipate,” “may,” “could,” “intend,” “intent,” “estimate,” “plan,” “foresee,” “likely,” “will,” “should” or other similar words or phrases. Forward-looking statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results, performance or achievements to differ materially from those expressed in or implied by the forward-looking statements. Factors that could cause actual results, performance or achievements to differ from those discussed in the forward-looking statements include, but are not limited to, changes in financial markets or national or local economic conditions; sustained weakness or deterioration in the real estate market; volatility and direction of market interest rates; credit risks of lending activities; changes in the allowance for loan losses; legislation or regulatory changes or actions; increases in Federal Deposit Insurance Corporation (“FDIC”) insurance premiums and assessments; changes in tax laws; failure of or breach in our information and data processing systems; unforeseen litigation; and other risks identified from time-to-time in the Company’s other public documents on file with the SEC, including those risks identified in “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. The Company does not undertake, and specifically disclaims, any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements, except as required by law.

Financial Condition

Total assets of the Company at March 31, 2019 were $2,277,702 compared to $2,138,954 at December 31, 2018, an increase of $138,748, or 6.5%. The increase in total assets was due to increases in cash and due from financial institutions of $121,315, accompanied by other increases in securities available for sale, loans, bank owned life insurance and other assets. Total liabilities at March 31, 2019 were $1,965,645 compared to $1,840,056 at December 31, 2018, an increase of $125,589, or 6.8%. The increase in total liabilities was mainly attributable to an increase in total deposits, mainly due to our participation in the tax refund processing program and accrued expenses and other liabilities, partially offset by a decrease in FHLB advances of $66,500.

Loans outstanding as of March 31, 2019 and December 31, 2018 were as follows:

	March 31, 2019			December 31, 2018
Commercial & Agriculture	$	179,200		$	177,101
Commercial Real Estate—Owner Occupied		217,030			210,121
Commercial Real Estate—Non-Owner Occupied		539,420			523,598
Residential Real Estate		461,340			457,850
Real Estate Construction		123,905			135,195
Farm Real Estate		35,645			38,513
Consumer and Other		16,653			19,563
Total loans		1,573,193			1,561,941
Allowance for loan losses		(13,822	)		(13,679	)
Net loans	$	1,559,371		$	1,548,262

Net loans have increased $11,109 or 0.7% since December 31, 2018. The Commercial & Agriculture, Commercial Real Estate – Owner Occupied, Commercial Real Estate – Non-Owner Occupied and Residential Real Estate loan portfolios increased $2,099, $6,909, $15,822 and $3,490, respectively since December 31, 2018, while the Real Estate Construction, Farm Real Estate and Consumer and Other loan portfolios decreased $11,290, $2,868 and $2,910, respectively since December 31, 2018. At March 31, 2019, the net loan to deposit ratio was 88.3% compared to 98.0% at December 31, 2018.

Page 33

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

During the first three months of 2019 and 2018, there were no provisions made to the allowance for loan losses from earnings. Net recoveries for the first three months of 2019 totaled $143, compared to net charge offs of $320 in the first three months of 2018. For the first three months of 2019, the Company charged off a total of 13 loans. Five Real Estate Mortgage loans totaling $98, one Commercial Real Estate – Owner Occupied loan totaling $60, one Real Estate Construction loan totaling $24 and six Consumer and Other loans totaling $57 were charged off in the first three months of the year. In addition, during the first three months of 2019, the Company had recoveries on previously charged-off Commercial and Agriculture loans of $1, Commercial Real Estate – Owner Occupied loans of $223, Commercial Real Estate – Non-Owner Occupied loans of $14, Real Estate Mortgage loans of $124, Farm Real Estate loans of $1 and Consumer and Other loans of $19. For each loan category, as well as in total, the percentage of net charge-offs to loans was less than one percent. Nonperforming loans decreased by $847 since December 31, 2018, which was due to a decrease in loans on nonaccrual status of $857, partially offset by an increase in loans past due 90 days and accruing of $10. Each of these factors was considered by management as part of the examination of both the level and mix of the allowance by loan type as well as the overall level of the allowance.

Management specifically evaluates loans that are impaired for estimates of loss. To evaluate the adequacy of the allowance for loan losses to cover probable losses in the portfolio, management considers specific reserve allocations for identified portfolio loans, reserves for delinquencies and historical reserve allocations. Loss migration rates are calculated over a three-year period for all portfolio segments. Management also considers certain economic factors for trends that management uses to account for the qualitative and environmental changes in risk, which affects the level of the reserve.

Management analyzes each impaired Commercial and Commercial Real Estate loan relationship with a balance of $350 or larger, on an individual basis and designates a loan as impaired when it is in nonaccrual status or when an analysis of the borrower’s operating results and financial condition indicate that underlying cash flows are not adequate to meet its debt service requirements. Loans held for sale are excluded from consideration as impaired. Loans are generally moved to nonaccrual status when 90 days or more past due. Impaired loans, or portions thereof, are charged-off when deemed uncollectible. The allowance for loan losses as a percent of total loans was 0.88% at March 31, 2019 and December 31, 2018, respectively.

The available for sale security portfolio increased by $3,640, from $346,294 at December 31, 2018 to $349,934 at March 31, 2019. Management continually evaluates our securities portfolio in response to established asset/liability management objectives, changing market conditions that could affect profitability and the level of interest rate risk to which the Company is exposed. These evaluations may cause the Company to change the level of funds it deploys into investment securities and change the composition of its investment securities portfolio. As of March 31, 2019, the Company was in compliance with all pledging requirements.

Premises and equipment, net, decreased $249 from December 31, 2018 to March 31, 2019. The decrease is the result of new purchases of $216, offset by depreciation of $465.

Bank owned life insurance (BOLI) increased $1,202 from December 31, 2018 to March 31, 2019. The Company purchased additional policies totaling $955 during the period ended March 31, 2019. The remaining difference is the result of increases in the cash surrender value of the underlying insurance policies.

Other assets increased $2,084 from December 31, 2018 to March 31, 2019. The increase is the result of increases in the market value of swap assets and right-of-use (ROU) assets. We adopted ASU 2016-02, effective January 1, 2019, which requires the recognition of lease assets for those leases classified as operating leases. At March 31, 2019, the ROU assets totaled $2,133.

Total deposits as of March 31, 2019 and December 31, 2018 were as follows:

	March 31, 2019		December 31, 2018
Noninterest-bearing demand	$	657,510	$	468,083
Interest-bearing demand		284,369		261,996
Savings and money market		550,591		582,128
Time deposits		273,331		267,686
Total Deposits	$	1,765,801	$	1,579,893

Page 34

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Total deposits at March 31, 2019 increased $185,908 from year-end 2018. Noninterest-bearing deposits increased $189,427 from year-end 2018, while interest-bearing deposits, including savings and time deposits, decreased $3,519 from December 31, 2018. The increase in noninterest-bearing deposits was primarily due to increases in cash balances related to the Company’s participation in a tax refund processing program, which added noninterest-bearing deposits of $187,134. This increase is temporary as transactions are processed and is expected to return to levels more consistent with December 31, 2018 over the next two quarters. The year-to-date average balance of total deposits increased $426,689 compared to the average balance for the same period in 2018 mainly due to the United Community Bancorp (“UCB”) acquisition in the third quarter of 2018.

FHLB advances decreased $66,500 from December 31, 2018 to March 31, 2019. The decrease is due to a decrease in overnight funds of $66,500. Securities sold under agreements to repurchase, which tend to fluctuate, have decreased $229 from December 31, 2018 to March 31, 2019.

Accrued expenses and other liabilities increased $6,410 from December 31, 2018 to March 31, 2019. The increase is primarily the result of increases in lease liabilities of $2,133, swap liabilities of $2,073 and a clearing account related to the tax refund processing program of $2,037.

Shareholders’ equity at March 31, 2019 was $312,057, or 13.7% of total assets, compared to $298,898, or 14.0% of total assets, at December 31, 2018. The increase was the result of net income of $9,669, a decrease in the Company’s pension liability, net of tax, of $116, an increase in the fair value of securities available for sale, net of tax, of $4,853 and offset by dividends on preferred shares and common shares of $164 and $1,404, respectively. Total outstanding common shares at March 31, 2019 were 15,624,113, which increased from 15,603,499 common shares outstanding at December 31, 2018. Common shares outstanding increased as a result of the grant of 21,106 restricted common shares to certain officers under the Company’s 2014 Incentive Plan.

Results of Operations

Three Months Ended March 31, 2019 and 2018

The Company had a net income of $9,669 for the three months ended March 31, 2019, an increase of $2,680 from net income of $6,989 for the same three months of 2018. Basic earnings per common share were $0.61 for the quarter ended March 31, 2019, compared to $0.65 for the same period in 2018. Diluted earnings per common share were $0.57 for the quarter ended March 31, 2019, compared to $0.55 for the same period in 2018. The primary reasons for the changes in net income are explained below.

Net interest income for the three months ended March 31, 2019 was $21,719, an increase of $6,947 from $14,772 in the same three months of 2018. This increase is the result of an increase of $8,660 in total interest income with only an increase of $1,713 in interest expense. Interest-earning assets averaged $2,017,523 during the three months ended March 31, 2019, an increase of $514,580 from $1,502,943 for the same period of 2018. The Company’s average interest-bearing liabilities increased from $891,071 in 2018 to $1,275,064 in 2019, largely due to the UCB acquisition in the third quarter of 2018. The Company’s fully tax equivalent net interest margin for the three months ended March 31, 2019 and 2018 was 4.45% and 4.05%, respectively.

Total interest income increased $8,660 to $24,584 for the period ended March 31, 2019 which is attributable to an increase of $7,324 in interest and fees on loans. This change was the result of an increase in the average balance of loans, accompanied by a higher yield on the portfolio. The average balance of loans increased by $416,767 or 36.3% to $1,564,208 for the period ended March 31, 2019 as compared to $1,147,441 for the period ended March 31, 2018. The loan yield increased to 5.44% for 2019, from 4.82% in 2018. The net increase in interest and fees earned on loans attributable to the UCB acquisition was $3,504 for the period ended March 31, 2019.

Interest on taxable securities increased $762 to $1,748 for the period ended March 31, 2019, compared to $986 for the same period in 2018. The average balance of taxable securities increased $66,601 to $207,600 for the period ended March 31, 2019 as compared to $140,999 for the period ended March 31, 2018. The yield on taxable securities increased 60 basis points to 3.43% for 2019, compared to 2.83% for 2018. Interest on tax-exempt securities increased $473 to $1,351 for the period ended March 31, 2019, compared to $878 for the same period in 2018. The average balance of tax-exempt securities increased $56,141 to $157,619 for the period ended March 31, 2019 as compared to $101,478 for the period ended March 31, 2018. The yield on tax-exempt securities decreased 4 basis points to 4.49% for 2019, compared to 4.53% for 2018.

Page 35

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Interest expense increased $1,713 or 148.7% to $2,865 for the period ended March 31, 2019, compared with $1,152 for the same period in 2018. The change in interest expense can be attributed to an increase in the average balance of interest-bearing liabilities and rate. For the period ended March 31, 2019 the average balance of interest-bearing liabilities increased $383,993 to $1,275,064 as compared to $891,071 for the period ended March 31, 2018. Interest incurred on deposits increased by $1,184 to $1,891 for the period ended March 31, 2019, compared to $707 for the same period in 2018. The change in deposit expense was due to an increase in the average balance of interest-bearing deposits of $322,569 for the period ended March 31, 2019 as compared to the same period in 2018. In addition, the rate paid on demand and savings accounts increased from0.17% in 2018 to 0.34% in 2019 and the rate paid on time deposits increased from 0.98% to 1.77% in 2019. Interest expense incurred on FHLB advances and subordinated debentures increased 120.2% from 2018. The increase was due to a $57,625 increase in average balance from 2018 and a 52 basis point increase in rate from 2018. The UCB acquisition resulted in a net increase of interest expense of $792 for the period ended March 31, 2019.

Page 36

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

The following table presents the condensed average balance sheets for the three months ended March 31, 2019 and 2018. The daily average loan amounts outstanding are net of unearned income and include loans held for sale and nonaccrual loans. The average balance of securities is computed using the carrying value of securities. Rates are annualized and taxable equivalent yields are computed using a 21% tax rate for tax-exempt interest income. The average yield has been computed using the historical amortized cost average balance for available-for-sale securities.

	Three Months Ended March 31,
	2019								2018
Assets:	Average balance			Interest		Yield/rate*			Average balance			Interest		Yield/rate*
Interest-earning assets:
Loans, including fees	$	1,564,208		$	20,963		5.44	%	$	1,147,441		$	13,639		4.82	%
Taxable securities		207,600			1,748		3.43	%		140,999			986		2.83	%
Tax-exempt securities		157,619			1,351		4.49	%		101,478			878		4.53	%
Interest-bearing deposits in other banks		88,096			522		2.40	%		113,025			421		1.51	%
Total interest-earning assets	$	2,017,523		$	24,584		5.02	%	$	1,502,943		$	15,924		4.37	%
Noninterest-earning assets:
Cash and due from financial institutions		92,782								90,358
Premises and equipment, net		21,924								17,529
Accrued interest receivable		6,534								4,445
Intangible assets		86,116								28,368
Other assets		20,053								11,243
Bank owned life insurance		43,643								25,175
Less allowance for loan losses		(13,885	)							(13,141	)
Total Assets	$	2,274,690							$	1,666,920
Liabilities and Shareholders Equity:
Interest-bearing liabilities:
Demand and savings	$	855,666		$	708		0.34	%	$	616,213		$	252		0.17	%
Time		270,507			1,183		1.77	%		187,391			455		0.98	%
FHLB advance		97,267			597		2.49	%		39,642			152		1.56	%
Subordinated debentures		29,427			372		5.13	%		29,427			288		3.97	%
Repurchase Agreements		22,197			5		0.09	%		18,398			5		0.11	%
Total interest-bearing liabilities	$	1,275,064		$	2,865		0.91	%	$	891,071		$	1,152		0.52	%
Noninterest-bearing deposits		680,929								576,809
Other liabilities		17,041								14,608
Shareholders’ Equity		301,656								184,432
Total Liabilities and Shareholders’ Equity	$	2,274,690							$	1,666,920
Net interest income and interest rate spread				$	21,719		4.11	%				$	14,772		3.85	%
Net interest margin							4.45	%							4.05	%

*—All yields and costs are presented on an annualized basis

Page 37

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Net interest income may also be analyzed by comparing the volume and rate components of interest income and interest expense. The following table provides an analysis of the changes in interest income and expense between the three months ended March 31, 2019 and 2018. The table is presented on a fully tax-equivalent basis.

	Increase (decrease) due to:
	Volume (1)			Rate (1)			Net
	(Dollars in thousands)
Interest income:
Loans, including fees	$	5,421		$	1,903		$	7,324
Taxable securities		524			238			762
Tax-exempt securities		480			(7	)		473
Interest-bearing deposits in other banks		(108	)		209			101
Total interest income	$	6,317		$	2,343		$	8,660
Interest expense:
Demand and savings	$	126		$	330		$	456
Time		259			469			728
FHLB advance		315			130			445
Subordinated debentures		—			84			84
Repurchase agreements		1			(1	)		—
Total interest expense	$	701		$	1,012		$	1,713
Net interest income	$	5,616		$	1,331		$	6,947

(1)	The change in interest income and interest expense due to changes in both volume and rate, which cannot be segregated, has been allocated proportionately to the change due to volume and the change due to rate.

The Company provides for loan losses through regular provisions to the allowance for loan losses. During the quarters ended March 31, 2019 and March 31, 2018, no provision for loan losses was provided. Management’s analysis of the provision for the quarters ended March 31, 2019 and March31, 2018, indicated that no provision was required.

Noninterest income for the three-month periods ended March 31, 2019 and 2018 are as follows:

	Three months ended March 31,
	2019		2018
Service charges	$	1,456	$	1,134
Net loss on sale of securities		4		—
Net gain on equity securities		2		40
Net gain on sale of loans		331		333
ATM/Interchange fees		906		554
Wealth management fees		847		852
Bank owned life insurance		247		142
Tax refund processing fees		2,200		2,200
Other		291		361
Total noninterest income	$	6,284	$	5,616

Noninterest income for the three months ended March 31, 2019 was $6,284, an increase of $668 or 11.9% from $5,616 for the same period of 2018. The increase was primary due to increases in service charge fees of $322, ATM/Interchange fees of $352 and bank owned life insurance of $105 which was offset by a decrease in other income of $70.

The increases in service charge fee income, ATM/Interchange fees and bank owned life insurance income is primarily attributable to the Company’s acquisition of UCB during the third quarter of 2018. Other income decreased primarily as a result of lower swap fee income.

Page 38

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Additionally, the Company processes state and federal income tax refund payments for customers of third-party income tax preparation vendors for which we receive a fee for processing the refund payments. Tax refund processing fees were $2,200 during the period ended March 31, 2019 and 2018. This fee income is seasonal in nature, the majority of which is earned in the first quarter of the year.

Noninterest expense for the three-month periods ended March 31, 2019 and 2018 are as follows:

	Three months ended March 31,
	2019		2018
Compensation expense	$	9,805	$	7,374
Net occupancy expense		1,040		761
Equipment expense		463		374
Contracted data processing		419		348
FDIC assessment		192		151
State franchise tax		401		318
Professional services		694		552
Amortization of intangible assets		240		33
ATM expense		378		218
Marketing		340		318
Other operating expenses		2,477		1,758
Total noninterest expense	$	16,449	$	12,205

Noninterest expense for the three months ended March 31, 2019 was $16,449, an increase of $4,244, or 34.8%, from $12,205 reported for the same period of 2018. The primary reasons for the increase were increases in compensation expenses of $2,431, net occupancy expense of $279, equipment expense of $89, contracted data processing expenses of $71, FDIC assessments of $41, state franchise taxes of $83, professional services costs of $142, amortization expense of $207, ATM expense of $160 and other operating expenses of $719.

The increase in compensation expense is mainly due to being a larger company as a result of the acquisition of UCB. In addition, the increase can be attributed to payroll and payroll related expenses due to annual pay increases, commission based costs, stock-based compensation and employee insurance cost increases. The increases in net occupancy expense, equipment expense, contracted data processing expenses, FDIC assessments, amortization expense, ATM expense and other operating expenses are primarily due to being a larger company as a result of the acquisition of UCB. The quarter-over-quarter increase in state franchise taxes was attributable to an increase in equity capital, which is the basis of the Ohio Financial Institutions tax. The increase in professional services costs is due to increases in shareholder expense, investment advisory services and consulting expenses.

Income tax expense for the three months ended March 31, 2019 totaled $1,885, up $691 compared to the same period in 2018. The effective tax rates for the three-month periods ended March 31, 2019 and 2018 were 16.3% and 14.6%, respectively. The difference between the statutory federal income tax rate and the Company’s effective tax rate is the permanent tax differences, primarily consisting of tax-exempt interest income from municipal investments and loans, low income housing tax credits and bank owned life insurance income.

Page 39

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Capital Resources

Shareholders’ equity totaled $312,057 at March 31, 2019 compared to $298,898 at December 31, 2018. The increase in shareholders’ equity included net income of $9,669, a $116 net decrease in the Company’s pension liability and an increase in the fair value of securities available for sale, net of tax, of $4,853, which was partially offset by dividends on preferred stock and common stock of $164 and $1,404, respectively.

All of the Company’s capital ratios exceeded the regulatory minimum guidelines as of March 31, 2019 and December 31, 2018 as identified in the following table:

	Total Risk Based Capital			Tier I Risk Based Capital			CET1 Risk Based Capital			Leverage Ratio
Company Ratios—March 31, 2019		16.5	%		15.6	%		13.3	%		11.6	%
Company Ratios—December 31, 2018		16.1	%		15.3	%		12.9	%		12.2	%
For Capital Adequacy Purposes		8.0	%		6.0	%		4.5	%		4.0	%
To Be Well Capitalized Under Prompt
Corrective Action Provisions		10.0	%		8.0	%		6.5	%		5.0	%

The Company paid a cash dividend of $0.09 per common share on February 1, 2019. In 2018, the Company paid a cash dividend of $0.07 per common share on February 1, 2018. The Company also paid a 6.50% cash dividend on its Series B preferred shares in the amount of approximately $164 on March 15, 2019. In 2018, the Company paid a 6.50% cash dividend on its Series B preferred shares in the amount of approximately $303 on March 15, 2018.

Liquidity

The Company maintains a conservative liquidity position. All securities are classified as available for sale. Securities, with maturities of one year or less, totaled $10,877, or 3.1% of the total security portfolio at March 31, 2019. The available for sale portfolio helps to provide the Company with the ability to meet its funding needs. The Condensed Consolidated Statements of Cash Flows (Unaudited) contained in the consolidated financial statements detail the Company’s cash flows from operating activities resulting from net earnings.

As reported in the Condensed Consolidated Statements of Cash Flows (Unaudited), our cash flows are classified for financial reporting purposes as operating, investing or financing cash flows. Net cash provided by operating activities was $12,905 and $6,613 for the three months ended March 31, 2019 and 2018, respectively. These amounts differ from net income due to a variety of cash receipts and disbursements that did not affect net income for the respective periods. Net cash provided by (used for) investing activities was ($9,201) and $3,310 for the three months ended March 31, 2019 and 2018, respectively, principally reflecting our loan and investment security activities. Cash provided by and used for deposits and borrowings comprised most of our financing activities, which resulted in net cash provided by of $117,611 and $68,528 for the three months ended March 31, 2019 and 2018, respectively.

Future loan demand of Civista may be funded by increases in deposit accounts, proceeds from payments on existing loans, the maturity of securities, and the sale of securities classified as available for sale. Additional sources of funds may also come from borrowing in the Federal Funds market and/or borrowing from the FHLB. Through its correspondent banks, Civista maintains federal funds borrowing lines totaling $42,500. As of March 31, 2019, Civista had total credit availability with the FHLB of $552,662 with standby letters of credit totaling $20,100 and a remaining borrowing capacity of approximately $405,462. In addition, Civista Bancshares, Inc. maintains a credit line totaling $10,000.

Page 40

Civista Bancshares, Inc.

Quantitative and Qualitative Disclosures About Market Risk

Form 10-Q

(Amounts in thousands, except share data)

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

The Company’s primary market risk exposure is interest-rate risk and, to a lesser extent, liquidity risk. All of the Company’s transactions are denominated in U.S. dollars with no specific foreign exchange exposure.

Interest-rate risk is the exposure of a banking organization’s financial condition to adverse movements in interest rates. Accepting this risk can be an important source of profitability and shareholder value. However, excessive levels of interest-rate risk can pose a significant threat to the Company’s earnings and capital base. Accordingly, effective risk management that maintains interest-rate risk at prudent levels is essential to the Company’s safety and soundness.

Evaluating a financial institution’s exposure to changes in interest rates includes assessing both the adequacy of the management process used to control interest-rate risk and the organization’s quantitative level of exposure. When assessing the interest-rate risk management process, the Company seeks to ensure that appropriate policies, procedures, management information systems and internal controls are in place to maintain interest-rate risk at prudent levels with consistency and continuity. Evaluating the quantitative level of interest rate risk exposure requires the Company to assess the existing and potential future effects of changes in interest rates on its consolidated financial condition, including capital adequacy, earnings, liquidity and, where appropriate, asset quality.

The Federal Reserve Board, together with the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation, adopted a Joint Agency Policy Statement on interest-rate risk, effective June 26, 1996. The policy statement provides guidance to examiners and bankers on sound practices for managing interest-rate risk, which will form the basis for ongoing evaluation of the adequacy of interest-rate risk management at supervised institutions. The policy statement also outlines fundamental elements of sound management that have been identified in prior Federal Reserve guidance and discusses the importance of these elements in the context of managing interest-rate risk. Specifically, the guidance emphasizes the need for active board of director and senior management oversight and a comprehensive risk-management process that effectively identifies, measures, and controls interest-rate risk.

Financial institutions derive their income primarily from the excess of interest collected over interest paid. The rates of interest an institution earns on its assets and owes on its liabilities generally are established contractually for a period of time. Since market interest rates change over time, an institution is exposed to lower profit margins (or losses) if it cannot adapt to interest-rate changes. For example, assume that an institution’s assets carry intermediate- or long-term fixed rates and that those assets were funded with short-term liabilities. If market interest rates rise by the time the short-term liabilities must be refinanced, the increase in the institution’s interest expense on its liabilities may not be sufficiently offset if assets continue to earn at the long-term fixed rates. Accordingly, an institution’s profits could decrease on existing assets because the institution will have either lower net interest income or, possibly, net interest expense. Similar risks exist when assets are subject to contractual interest-rate ceilings, or rate sensitive assets are funded by longer-term, fixed-rate liabilities in a decreasing-rate environment.

Several techniques may be used by an institution to minimize interest-rate risk. One approach used by the Company is to periodically analyze its assets and liabilities and make future financing and investment decisions based on payment streams, interest rates, contractual maturities, and estimated sensitivity to actual or potential changes in market interest rates. Such activities fall under the broad definition of asset/liability management. The Company’s primary asset/liability management technique is the measurement of the Company’s asset/liability gap, that is, the difference between the cash flow amounts of interest sensitive assets and liabilities that will be refinanced (or repriced) during a given period. For example, if the asset amount to be repriced exceeds the corresponding liability amount for a certain day, month, year, or longer period, the institution is in an asset sensitive gap position. In this situation, net interest income would increase if market interest rates rose or decrease if market interest rates fell. If, alternatively, more liabilities than assets will reprice, the institution is in a liability sensitive position. Accordingly, net interest income would decline when rates rose and increase when rates fell. Also, these examples assume that interest rate changes for assets and liabilities are of the same magnitude, whereas actual interest rate changes generally differ in magnitude for assets and liabilities.

Several ways an institution can manage interest-rate risk include selling existing assets or repaying certain liabilities; matching repricing periods for new assets and liabilities, for example, by shortening terms of new loans or securities; and hedging existing assets, liabilities, or anticipated transactions. An institution might also invest in more complex financial instruments intended to hedge or otherwise change interest-rate risk. Interest rate swaps, futures contracts, options on futures, and other such derivative financial instruments often are used for this purpose. Because these instruments are sensitive to interest rate changes, they require management expertise to be effective. The Company has not purchased derivative financial instruments to hedge interest rate risk in the past and does not currently intend to purchase such instruments in the near future. Financial institutions are also subject to prepayment risk in falling rate environments. For example, mortgage loans and other financial assets may be prepaid by a debtor

Page 41

Civista Bancshares, Inc.

Quantitative and Qualitative Disclosures About Market Risk

Form 10-Q

(Amounts in thousands, except share data)

so that the debtor may refinance its obligations at new, lower rates. Prepayments of assets carrying higher rates reduce the Company’s interest income and overall asset yields. A large portion of an institution’s liabilities may be short-term or due on demand, while most of its assets may be invested in long-term loans or securities. Accordingly, the Company seeks to have in place sources of cash to meet short-term demands. These funds can be obtained by increasing deposits, borrowing, or selling assets. FHLB advances and wholesale borrowings may also be used as important sources of liquidity for the Company.

The following table provides information about the Company’s financial instruments that were sensitive to changes in interest rates as of December 31, 2018 and March 31, 2019, based on certain prepayment and account decay assumptions that management believes are reasonable. The table shows the changes in the Company’s net portfolio value (in amount and percent) that would result from hypothetical interest rate increases of 200 basis points and 100 basis points and an interest rate decrease of 100 basis points at March 31, 2019 and December 31, 2018.

The Company had derivative financial instruments as of December 31, 2018 and March 31, 2019. The changes in fair value of the assets and liabilities of the underlying contracts offset each other. Expected maturity date values for interest-bearing core deposits were calculated based on estimates of the period over which the deposits would be outstanding. The Company’s borrowings were tabulated by contractual maturity dates and without regard to any conversion or repricing dates.

Net Portfolio Value
	March 31, 2019								December 31, 2018
Change in Rates	Dollar Amount		Dollar Change			Percent Change			Dollar Amount		Dollar Change			Percent Change
+200bp		462,458		43,915			10	%		417,572		29,451			8	%
+100bp		447,282		28,739			7	%		409,514		21,393			6	%
Base		418,543		—			—			388,121		—			—
-100bp		391,450		(28,739	)		-6	%		366,486		(21,393	)		-6	%

The change in net portfolio value from December 31, 2018 to March 31, 2019, can be attributed to a couple of factors. While the yield curve has fallen from the end of the year, both the volume and mix of assets and funding sources has changed. The volume of loans has increased, but the mix has shifted toward cash. Similarly, the volume of deposits has increased, while the mix has shifted away from borrowed money toward deposits. The balance change from the end of the year led to an increase in the base net portfolio value. Assets have shifted toward less volatile components while liabilities have shifted toward more volatile components. Combined, this led to a small increase in volatility. Beyond the change in the base level of net portfolio value, projected movements in rates, up or down, would also lead to changes in market values. The change in the rates up scenarios for both the 100 and 200 basis point movements would lead to a larger decrease in the market value of liabilities. Accordingly, we see a small increase in the net portfolio value. However, a downward change in rates would lead to a decrease in the net portfolio value as the market value of liabilities would increase more quickly than the market value of assets.

Page 42

Civista Bancshares, Inc.

Controls and Procedures

Form 10-Q

(Amounts in thousands, except share data)

ITEM 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive and our principal financial officers, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our principal executive and our principal financial officers concluded that our disclosure controls and procedures as of March 31, 2019, were effective.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Page 43

Civista Bancshares, Inc.

Other Information

Form 10-Q

Part II—Other Information

Item 1.

Legal Proceedings

None

Item 1A.

Risk Factors

There were no material changes during the current period to the risk factors disclosed in “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.

Defaults Upon Senior Securities

None

Item 4.

Mine Safety Disclosures

Not applicable

Item 5.

Other Information

None

Page 44

Civista Bancshares, Inc.

Other Information

Form 10-Q

Item 6.

Exhibits

Exhibit	Description	Location

3.1	Second Amended and Restated Articles of Incorporation of Civista Bancshares, Inc., as filed with the Ohio Secretary of State on November 15, 2018.	Filed as Exhibit 3.1 to Civista Bancshares, Inc.’s Current Report on Form 8-K, filed on November 16, 2018 and incorporated herein by reference. (File No. 001-36192)
3.2	Amended and Restated Code of Regulations of Civista Bancshares, Inc. (adopted April 15, 2008)	Filed as Exhibit 3.2 to Civista Bancshares, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2017, filed on November 8, 2017 and incorporated herein by reference. (File No. 001-36192)
31.1	Rule 13a-14(a)/15-d-14(a) Certification of Chief Executive Officer.	Included herewith
31.2	Rule 13a-14(a)/15-d-14(a) Certification of Principal Accounting Officer.	Included herewith
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Included herewith
32.2	Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Included herewith
101	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, formatted in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets (Unaudited) as of March 31, 2019 and December 31, 2018; (ii) Consolidated Statements of Income (Unaudited) for the three months ended March 31, 2019 and 2018; (iii) Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended March 31, 2019 and 2018; (iv) Condensed Consolidated Statement of Shareholders’ Equity (Unaudited) for the three months ended March 31, 2019 and 2018; (v) Condensed Consolidated Statement of Cash Flows (Unaudited) for the three months ended March 31, 2019 and 2018; and (vi) Notes to Interim Consolidated Financial Statements (Unaudited).	Included herewith

Page 45

Civista Bancshares, Inc.

Signatures

Form 10-Q

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.


/s/ Dennis G. Shaffer		May 10, 2019
Dennis G. Shaffer		Date
President, Chief Executive Officer


/s/ Todd A. Michel		May 10, 2019
Todd A. Michel		Date
Senior Vice President, Controller

Page 46