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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: September 30, 2017
OR
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☐ |
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)
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Ohio |
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34-1558688 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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incorporation or organization) |
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Identification No.) |
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100 East Water Street, Sandusky, Ohio |
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44870 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (419) 625-4121
(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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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” or an “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one):
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☒ |
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Non-accelerated filer |
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☐ |
(Do not check if a smaller reporting company) |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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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 November 3, 2017—10,170,935 shares
Index
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PART I. |
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Item 1. |
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Consolidated Balance Sheets (Unaudited) September 30, 2017 and December 31, 2016 |
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2 |
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3 |
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4 |
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5 |
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6 |
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Notes to Interim Consolidated Financial Statements (Unaudited) |
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7-33 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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34-44 |
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Item 3. |
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45-46 |
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Item 4. |
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47 |
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||||
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PART II. |
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Item 1. |
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48 |
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Item 1A. |
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48 |
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Item 2. |
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48 |
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Item 3. |
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48 |
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Item 4. |
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48 |
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Item 5. |
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48 |
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Item 6. |
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48 |
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49 |
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CIVISTA BANCSHARES, INC.
Consolidated Balance Sheets (Unaudited)
(In thousands, except share data)
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September 30, 2017 |
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December 31, 2016 |
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ASSETS |
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Cash and due from financial institutions |
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$ |
33,394 |
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$ |
36,695 |
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Securities available for sale |
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229,419 |
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195,864 |
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Loans held for sale |
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4,662 |
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2,268 |
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Loans, net of allowance of $12,946 and $13,305 |
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1,129,046 |
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1,042,201 |
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Other securities |
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14,247 |
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14,055 |
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Premises and equipment, net |
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17,688 |
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17,920 |
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Accrued interest receivable |
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4,999 |
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3,854 |
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Goodwill |
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27,095 |
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27,095 |
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Other intangibles |
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1,360 |
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1,784 |
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Bank owned life insurance |
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24,981 |
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24,552 |
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Other assets |
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9,197 |
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10,975 |
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Total assets |
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$ |
1,496,088 |
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$ |
1,377,263 |
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LIABILITIES |
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Deposits |
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Noninterest-bearing |
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$ |
357,539 |
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$ |
345,588 |
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Interest-bearing |
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843,750 |
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775,515 |
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Total deposits |
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1,201,289 |
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1,121,103 |
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Federal Home Loan Bank advances |
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56,750 |
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48,500 |
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Securities sold under agreements to repurchase |
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15,148 |
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28,925 |
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Subordinated debentures |
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29,427 |
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29,427 |
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Accrued expenses and other liabilities |
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11,493 |
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11,692 |
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Total liabilities |
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1,314,107 |
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1,239,647 |
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SHAREHOLDERS’ EQUITY |
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Preferred shares, no par value, 200,000 shares authorized, Series B Preferred shares, $1,000 liquidation preference, 18,975 shares issued at September 30, 2017 and 20,481 shares issued at December 31, 2016, net of issuance costs |
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17,557 |
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18,950 |
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Common shares, no par value, 20,000,000 shares authorized, 10,918,899 shares issued at September 30, 2017 and 9,091,473 shares issued at December 31, 2016 |
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153,562 |
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118,975 |
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Retained earnings |
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28,494 |
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19,263 |
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Treasury shares, 747,964 common shares at cost |
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(17,235 |
) |
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(17,235 |
) |
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Accumulated other comprehensive loss |
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(397 |
) |
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(2,337 |
) |
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Total shareholders’ equity |
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181,981 |
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137,616 |
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Total liabilities and shareholders’ equity |
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$ |
1,496,088 |
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$ |
1,377,263 |
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See notes to interim unaudited consolidated financial statements
Page 2
Consolidated Statements of Operations (Unaudited)
(In thousands, except per share data)
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Three months ended September 30, |
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Nine months ended September 30, |
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||||||||||
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2017 |
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2016 |
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2017 |
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2016 |
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||||
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Interest and dividend income |
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Loans, including fees |
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$ |
13,022 |
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$ |
11,824 |
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$ |
37,211 |
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$ |
35,311 |
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Taxable securities |
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977 |
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872 |
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2,764 |
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2,494 |
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Tax-exempt securities |
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812 |
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664 |
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|
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2,307 |
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1,979 |
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Federal funds sold and other |
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25 |
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10 |
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473 |
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|
376 |
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Total interest income |
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14,836 |
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13,370 |
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42,755 |
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40,160 |
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Interest expense |
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Deposits |
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607 |
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506 |
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1,500 |
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1,480 |
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Federal Home Loan Bank advances |
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276 |
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111 |
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|
534 |
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|
|
312 |
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Subordinated debentures |
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268 |
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221 |
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|
766 |
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|
650 |
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Other |
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5 |
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6 |
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16 |
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|
|
17 |
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Total interest expense |
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1,156 |
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|
844 |
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|
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2,816 |
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|
|
2,459 |
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Net interest income |
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13,680 |
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|
12,526 |
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|
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39,939 |
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|
37,701 |
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Provision (credit) for loan losses |
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— |
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— |
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|
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— |
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|
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(1,300 |
) |
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Net interest income after provision (credit) for loan losses |
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|
13,680 |
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12,526 |
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39,939 |
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|
|
39,001 |
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Noninterest income |
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|
|
|
|
|
|
|
|
|
|
|
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|
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Service charges |
|
|
1,177 |
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|
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1,194 |
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|
|
3,609 |
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|
|
3,714 |
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Net gain (loss) on sale of securities |
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(9 |
) |
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18 |
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(9 |
) |
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20 |
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Net gain on sale of loans |
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|
472 |
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|
|
541 |
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|
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1,207 |
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|
|
1,341 |
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ATM fees |
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|
567 |
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|
|
541 |
|
|
|
1,643 |
|
|
|
1,584 |
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Wealth management fees |
|
|
787 |
|
|
|
688 |
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|
|
2,233 |
|
|
|
1,989 |
|
|
Bank owned life insurance |
|
|
142 |
|
|
|
149 |
|
|
|
429 |
|
|
|
415 |
|
|
Tax refund processing fees |
|
|
— |
|
|
|
— |
|
|
|
2,750 |
|
|
|
2,750 |
|
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Other |
|
|
329 |
|
|
|
522 |
|
|
|
842 |
|
|
|
1,176 |
|
|
Total noninterest income |
|
|
3,465 |
|
|
|
3,653 |
|
|
|
12,704 |
|
|
|
12,989 |
|
|
Noninterest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries, wages and benefits |
|
|
7,389 |
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|
|
6,375 |
|
|
|
21,684 |
|
|
|
19,053 |
|
|
Net occupancy expense |
|
|
690 |
|
|
|
708 |
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|
|
2,002 |
|
|
|
2,009 |
|
|
Equipment expense |
|
|
350 |
|
|
|
494 |
|
|
|
1,097 |
|
|
|
1,158 |
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Contracted data processing |
|
|
357 |
|
|
|
397 |
|
|
|
1,174 |
|
|
|
1,147 |
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FDIC assessment |
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|
115 |
|
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|
166 |
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|
414 |
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|
597 |
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State franchise tax |
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|
255 |
|
|
|
251 |
|
|
|
767 |
|
|
|
709 |
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Professional services |
|
|
534 |
|
|
|
431 |
|
|
|
1,718 |
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|
|
1,450 |
|
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Amortization of intangible assets |
|
|
158 |
|
|
|
172 |
|
|
|
483 |
|
|
|
527 |
|
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ATM expense |
|
|
233 |
|
|
|
183 |
|
|
|
700 |
|
|
|
379 |
|
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Marketing |
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|
240 |
|
|
|
249 |
|
|
|
768 |
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|
|
810 |
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Other operating expenses |
|
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1,846 |
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|
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1,769 |
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5,410 |
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|
|
5,314 |
|
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Total noninterest expense |
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|
12,167 |
|
|
|
11,195 |
|
|
|
36,217 |
|
|
|
33,153 |
|
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Income before taxes |
|
|
4,978 |
|
|
|
4,984 |
|
|
|
16,426 |
|
|
|
18,837 |
|
|
Income tax expense |
|
|
1,318 |
|
|
|
1,304 |
|
|
|
4,534 |
|
|
|
5,251 |
|
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Net Income |
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|
3,660 |
|
|
|
3,680 |
|
|
|
11,892 |
|
|
|
13,586 |
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Preferred stock dividends |
|
|
308 |
|
|
|
374 |
|
|
|
935 |
|
|
|
1,156 |
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Net income available to common shareholders |
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$ |
3,352 |
|
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$ |
3,306 |
|
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$ |
10,957 |
|
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$ |
12,430 |
|
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Earnings per common share, basic |
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$ |
0.33 |
|
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$ |
0.41 |
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$ |
1.12 |
|
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$ |
1.57 |
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Earnings per common share, diluted |
|
$ |
0.29 |
|
|
$ |
0.34 |
|
|
$ |
0.97 |
|
|
$ |
1.24 |
|
See notes to interim unaudited consolidated financial statements
Page 3
Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands)
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|
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Three months ended September 30, |
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Nine months ended September 30, |
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||||||||||
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2017 |
|
|
2016 |
|
|
2017 |
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|
2016 |
|
||||
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Net income |
|
$ |
3,660 |
|
|
$ |
3,680 |
|
|
$ |
11,892 |
|
|
$ |
13,586 |
|
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Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Unrealized holding gains (losses) on available for sale securities |
|
|
86 |
|
|
|
(1,225 |
) |
|
|
1,993 |
|
|
|
2,273 |
|
|
Tax effect |
|
|
(29 |
) |
|
|
417 |
|
|
|
(678 |
) |
|
|
(772 |
) |
|
Pension liability adjustment |
|
|
426 |
|
|
|
83 |
|
|
|
946 |
|
|
|
249 |
|
|
Tax effect |
|
|
(144 |
) |
|
|
(28 |
) |
|
|
(321 |
) |
|
|
(84 |
) |
|
Total other comprehensive income (loss) |
|
|
339 |
|
|
|
(753 |
) |
|
|
1,940 |
|
|
|
1,666 |
|
|
Comprehensive income |
|
$ |
3,999 |
|
|
$ |
2,927 |
|
|
$ |
13,832 |
|
|
$ |
15,252 |
|
See notes to interim unaudited consolidated financial statements
Page 4
Condensed Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)
(In thousands, except share data)
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|
|
Preferred Shares |
|
|
Common Shares |
|
|
|
|
|
|
|
|
|
|
Accumulated Other |
|
|
Total |
|
||||||||||||
|
|
|
Outstanding Shares |
|
|
Amount |
|
|
Outstanding Shares |
|
|
Amount |
|
|
Retained Earnings |
|
|
Treasury Shares |
|
|
Comprehensive Loss |
|
|
Shareholders’ Equity |
|
||||||||
|
Balance, December 31, 2016 |
|
|
20,481 |
|
|
$ |
18,950 |
|
|
|
8,343,509 |
|
|
$ |
118,975 |
|
|
$ |
19,263 |
|
|
$ |
(17,235 |
) |
|
$ |
(2,337 |
) |
|
$ |
137,616 |
|
|
Net Income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,892 |
|
|
|
— |
|
|
|
— |
|
|
|
11,892 |
|
|
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,940 |
|
|
|
1,940 |
|
|
Conversion of Series B preferred shares to common shares |
|
|
(1,506 |
) |
|
|
(1,393 |
) |
|
|
192,568 |
|
|
|
1,393 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Common stock issuance, net of costs |
|
|
— |
|
|
|
— |
|
|
|
1,610,000 |
|
|
|
32,821 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
32,821 |
|
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
25,069 |
|
|
|
377 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
377 |
|
|
Common stock dividends ($0.18 per share) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,726 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,726 |
) |
|
Preferred stock dividend |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(935 |
) |
|
|
— |
|
|
|
— |
|
|
|
(935 |
) |
|
Retirement of common stock |
|
|
|
|
|
|
|
|
|
|
(211 |
) |
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
|
Balance, September 30, 2017 |
|
|
18,975 |
|
|
$ |
17,557 |
|
|
|
10,170,935 |
|
|
$ |
153,562 |
|
|
$ |
28,494 |
|
|
$ |
(17,235 |
) |
|
$ |
(397 |
) |
|
$ |
181,981 |
|
See notes to interim unaudited consolidated financial statements
Page 5
CIVISTA BANCSHARES, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
|
|
|
Nine months ended September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
Net cash from operating activities |
|
$ |
11,821 |
|
|
$ |
11,318 |
|
|
Cash flows used for investing activities: |
|
|
|
|
|
|
|
|
|
Maturities and calls of securities, available-for-sale |
|
|
23,529 |
|
|
|
23,264 |
|
|
Purchases of securities, available-for-sale |
|
|
(57,005 |
) |
|
|
(31,130 |
) |
|
Sale of securities available for sale |
|
|
953 |
|
|
|
4,379 |
|
|
Purchases of other securities |
|
|
(192 |
) |
|
|
(474 |
) |
|
Purchase of bank owned life insurance |
|
|
— |
|
|
|
(3,885 |
) |
|
Net loan originations |
|
|
(86,678 |
) |
|
|
(43,285 |
) |
|
Loans purchased, installment |
|
|
— |
|
|
|
(1,643 |
) |
|
Proceeds from sale of other real estate owned properties |
|
|
72 |
|
|
|
238 |
|
|
Proceeds from sale of premises and equipment |
|
|
139 |
|
|
|
— |
|
|
Premises and equipment purchases |
|
|
(755 |
) |
|
|
(1,292 |
) |
|
Net cash used for investing activities |
|
|
(119,937 |
) |
|
|
(53,828 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Repayment of long-term FHLB advances |
|
|
(2,500 |
) |
|
|
— |
|
|
Net change in short-term FHLB advances |
|
|
10,750 |
|
|
|
(36,200 |
) |
|
Increase in deposits |
|
|
80,186 |
|
|
|
82,120 |
|
|
Decrease in securities sold under repurchase agreements |
|
|
(13,777 |
) |
|
|
(3,327 |
) |
|
Net proceeds from common stock issuance |
|
|
32,821 |
|
|
|
— |
|
|
Cash payment for retirement of common stock |
|
|
(4 |
) |
|
|
— |
|
|
Common dividends paid |
|
|
(1,726 |
) |
|
|
(1,259 |
) |
|
Preferred dividends paid |
|
|
(935 |
) |
|
|
(1,156 |
) |
|
Net cash provided by financing activities |
|
|
104,815 |
|
|
|
40,178 |
|
|
Decrease in cash and due from financial institutions |
|
|
(3,301 |
) |
|
|
(2,332 |
) |
|
Cash and due from financial institutions at beginning of period |
|
|
36,695 |
|
|
|
35,561 |
|
|
Cash and due from financial institutions at end of period |
|
$ |
33,394 |
|
|
$ |
33,229 |
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
2,753 |
|
|
$ |
2,442 |
|
|
Income taxes |
|
|
4,300 |
|
|
|
4,700 |
|
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
|
Transfer of loans from portfolio to other real estate owned |
|
|
78 |
|
|
|
73 |
|
|
Transfer of premises to held-for-sale |
|
|
3 |
|
|
|
— |
|
|
Transfer of loans held for sale to portfolio |
|
|
419 |
|
|
|
— |
|
|
Conversion of preferred shares to common shares |
|
|
1,393 |
|
|
|
2,497 |
|
|
Securities purchased not settled |
|
|
1,609 |
|
|
|
— |
|
|
Securities sold not settled |
|
|
— |
|
|
|
2,386 |
|
See notes to interim unaudited consolidated financial statements
Page 6
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., Water Street Properties, Inc. (Water St.) and FC Refund Solutions, Inc. (FCRS). FCRS was formed to facilitate payment of individual state and federal income tax refunds. 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. The above companies together are referred to as the “Company.” Intercompany balances and transactions are eliminated in consolidation. First Citizens Insurance Agency, Inc. 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 September 30, 2017. 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 September 30, 2017. 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 September 30, 2017 and its results of operations and changes in cash flows for the periods ended September 30, 2017 and 2016 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 periods ended September 30, 2017 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 2016 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. 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. The bank has two concentrations, one is to Lessors of Non-Residential Buildings and Dwellings totaling $284,218, or 24.8% of total loans, as of September 30, 2017 and the other is to Lessors of Residential Buildings and Dwellings totaling $155,616, or 13.6% of total loans, as of September 30, 2017. 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.
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.
Pension Benefits: Pension costs and liabilities are dependent on assumptions used in calculating such amounts. These assumptions include discount rates, benefits earned, interest costs, expected return on plan assets, mortality rates, and other factors. In accordance with GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense
Page 7
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
and the recorded obligation of future periods. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the Company’s pension obligations and future expense.
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 the 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.
Effect of Newly Issued but Not Yet Effective Accounting Standards:
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The Update’s core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this Update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. However, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606) to defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. All other entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. Because the guidance does not apply to revenue associated with financial instruments, including loans and securities, we do not expect the new standard, or any of the amendments, to result in a material change from our current accounting for revenue because the majority of the Company’s financial instruments are not within the scope of Topic 606. However, we do expect that the standard will result in new disclosure requirements, which are currently being evaluated.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . This Update applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. Among other things, this Update (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk
Page 8
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (g) requires se parate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (h) clarifi es that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. For public business entities, the amendments in this Update ar e effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities including not-for-profit entities and employee benefit plans within the scope of Topics 960 through 965 on plan acco unting, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. All entities that are not public business entities may adopt the amendments i n this Update earlier as of the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position o r results of operations.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The standard in this Update requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. A short-term lease is defined as one in which: (a) the lease term is 12 months or less, and (b) there is not an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For short-term leases, lessees may elect to recognize lease payments over the lease term on a straight-line basis. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently assessing the practical expedients it may elect at adoption, but does not anticipate the amendments will have a significant impact to the financial statements. Based on the Company’s preliminary analysis of its current portfolio, the impact to the Company’s balance sheet is estimated to result in less than a 1% increase in assets and liabilities. The Company also anticipates additional disclosures to be provided at adoption.
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. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the Company’s consolidated financial statements.
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 should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. A public business entity that is not an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2020. All other entities, including not-for-profit entities, that are adopting the amendments in this Update should do so for their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. 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 March 2017, the FASB issued ASU 2017-07, Compensation—Retirement Benefits (Topic 715) . The amendments in this Update require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost as defined in paragraphs 715-30-35-4 and 715-60-35-9 are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other
Page 9
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
components of net benefit cost must be disclosed. The guidance is effe ctive for public business entities for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. For all other entities (including all nonprofit organizations “NPOs”), it is effective for annual periods b eginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. This guidance is required to be applied on a retrospective basis for the presentation of the service cost component and the other components of n et benefit cost and on a prospective basis for the capitalization of only the service cost component of net benefit cost. 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 March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20). The amendments in this Update 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. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity should apply the amendments in this Update on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. 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 May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718) , which affects any entity that changes the terms or conditions of a share-based payment award. This Update amends the definition of modification by qualifying that modification accounting does not apply to changes to outstanding share-based payment awards that do not affect the total fair value, vesting requirements, or equity/liability classification of the awards. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied prospectively to an award modified on or after the adoption date. 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 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. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down-round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down-round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down-round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down- round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options ), including related EPS guidance (in Topic 260). 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. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part I of this Update should be applied either retrospectively to outstanding financial instruments with a down-round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective or retrospectively to outstanding financial instruments with a down-round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. 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 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. For public business entities, the amendments in this Update are effective for fiscal
Page 10
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
years beginning after D ecember 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods beginning after December 15, 2020. Early application is permitted in any period after issuance. For cash flow and net investment hedges existing at the date of adoption, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehen sive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the amendments in this Update. The amended presentation and disclosure guidance is required only prospectiv ely. 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 September 2017, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842 ): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments. The SEC Observer said that the SEC staff would not object if entities that are considered public business entities only because their financial statements or financial information is required to be included in another entity’s SEC filing use the effective dates for private companies when they adopt ASC 606, Revenue from Contracts with Customers , and ASC 842, Leases . The Update also supersedes certain SEC paragraphs in the Codification related to previous SEC staff announcements and moves other paragraphs, upon adoption of ASC 606 or ASC 842. This Update is not expected to have a significant impact on the Company’s financial statements.
(3) Securities
The amortized cost and fair market value of available for sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive loss were as follows:
|
September 30, 2017 |
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Fair Value |
|
||||
|
U.S. Treasury securities and obligations of U.S. government agencies |
|
$ |
30,972 |
|
|
$ |
178 |
|
|
$ |
(87 |
) |
|
$ |
31,063 |
|
|
Obligations of states and political subdivisions |
|
|
109,443 |
|
|
|
4,397 |
|
|
|
(225 |
) |
|
|
113,615 |
|
|
Mortgage-backed securities in government sponsored entities |
|
|
83,486 |
|
|
|
793 |
|
|
|
(356 |
) |
|
|
83,923 |
|
|
Total debt securities |
|
|
223,901 |
|
|
|
5,368 |
|
|
|
(668 |
) |
|
|
228,601 |
|
|
Equity securities in financial institutions |
|
|
481 |
|
|
|
337 |
|
|
|
— |
|
|
|
818 |
|
|
Total |
|
$ |
224,382 |
|
|
$ |
5,705 |
|
|
$ |
(668 |
) |
|
$ |
229,419 |
|
|
December 31, 2016 |
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Fair Value |
|
||||
|
U.S. Treasury securities and obligations of U.S. government agencies |
|
$ |
37,406 |
|
|
$ |
117 |
|
|
$ |
(77 |
) |
|
$ |
37,446 |
|
|
Obligations of states and political subdivisions |
|
|
92,177 |
|
|
|
3,395 |
|
|
|
(574 |
) |
|
|
94,998 |
|
|
Mortgage-backed securities in government sponsored entities |
|
|
62,756 |
|
|
|
483 |
|
|
|
(597 |
) |
|
|
62,642 |
|
|
Total debt securities |
|
|
192,339 |
|
|
|
3,995 |
|
|
|
(1,248 |
) |
|
|
195,086 |
|
|
Equity securities in financial institutions |
|
|
481 |
|
|
|
297 |
|
|
|
— |
|
|
|
778 |
|
|
Total |
|
$ |
192,820 |
|
|
$ |
4,292 |
|
|
$ |
(1,248 |
) |
|
$ |
195,864 |
|
The amortized cost and fair value of securities at September 30, 2017, 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 |
|
$ |
5,099 |
|
|
$ |
5,108 |
|
|
Due after one year through five years |
|
|
30,106 |
|
|
|
30,180 |
|
|
Due after five years through ten years |
|
|
33,441 |
|
|
|
35,104 |
|
|
Due after ten years |
|
|
71,769 |
|
|
|
74,286 |
|
|
Mortgage-backed securities |
|
|
83,486 |
|
|
|
83,923 |
|
|
Equity securities |
|
|
481 |
|
|
|
818 |
|
|
Total securities available for sale |
|
$ |
224,382 |
|
|
$ |
229,419 |
|
Page 11
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
Proceeds from sales of securities, gross realized gains and gross realized losses were as follows:
|
|
|
Three months ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
||||
|
Sale proceeds |
|
$ |
953 |
|
|
$ |
2,385 |
|
|
$ |
953 |
|
|
$ |
4,379 |
|
|
Gross realized gains |
|
|
— |
|
|
|
18 |
|
|
|
— |
|
|
|
18 |
|
|
Gross realized losses |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Gains (losses) from securities called or settled by the issuer |
|
|
(9 |
) |
|
|
— |
|
|
|
(9 |
) |
|
|
2 |
|
Securities were pledged to secure public deposits, other deposits and liabilities as required by law. The carrying value of pledged securities was approximately $130,367 and $139,179 as of September 30, 2017 and December 31, 2016, respectively.
Securities with unrealized losses at September 30, 2017 and December 31, 2016 not recognized in income are as follows:
|
September 30, 2017 |
|
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 |
|
$ |
13,574 |
|
|
$ |
(48 |
) |
|
$ |
3,761 |
|
|
$ |
(39 |
) |
|
$ |
17,335 |
|
|
$ |
(87 |
) |
|
Obligations of states and political subdivisions |
|
|
4,960 |
|
|
|
(51 |
) |
|
|
5,462 |
|
|
|
(174 |
) |
|
|
10,422 |
|
|
|
(225 |
) |
|
Mortgage-backed securities in gov’t sponsored entities |
|
|
21,758 |
|
|
|
(108 |
) |
|
|
15,062 |
|
|
|
(248 |
) |
|
|
36,820 |
|
|
|
(356 |
) |
|
Total temporarily impaired |
|
$ |
40,292 |
|
|
$ |
(207 |
) |
|
$ |
24,285 |
|
|
$ |
(461 |
) |
|
$ |
64,577 |
|
|
$ |
(668 |
) |
|
December 31, 2016 |
|
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 |
|
$ |
13,271 |
|
|
$ |
(61 |
) |
|
$ |
893 |
|
|
$ |
(16 |
) |
|
$ |
14,164 |
|
|
$ |
(77 |
) |
|
Obligations of states and political subdivisions |
|
|
17,167 |
|
|
|
(558 |
) |
|
|
519 |
|
|
|
(16 |
) |
|
|
17,686 |
|
|
|
(574 |
) |
|
Mortgage-backed securities in gov’t sponsored entities |
|
|
35,453 |
|
|
|
(566 |
) |
|
|
2,849 |
|
|
|
(31 |
) |
|
|
38,302 |
|
|
|
(597 |
) |
|
Total temporarily impaired |
|
$ |
65,891 |
|
|
$ |
(1,185 |
) |
|
$ |
4,261 |
|
|
$ |
(63 |
) |
|
$ |
70,152 |
|
|
$ |
(1,248 |
) |
At September 30, 2017, there were fifty-eight 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.
(4) Loans
Loan balances were as follows:
|
|
|
September 30, 2017 |
|
|
December 31, 2016 |
|
||
|
Commercial and agriculture |
|
$ |
147,537 |
|
|
$ |
135,462 |
|
|
Commercial real estate- owner occupied |
|
|
167,678 |
|
|
|
161,364 |
|
|
Commercial real estate- non-owner occupied |
|
|
424,430 |
|
|
|
395,931 |
|
|
Residential real estate |
|
|
267,839 |
|
|
|
247,308 |
|
|
Real estate construction |
|
|
77,978 |
|
|
|
56,293 |
|
|
Farm Real Estate |
|
|
38,966 |
|
|
|
41,170 |
|
|
Consumer and other |
|
|
17,564 |
|
|
|
17,978 |
|
|
Total loans |
|
|
1,141,992 |
|
|
|
1,055,506 |
|
|
Allowance for loan losses |
|
|
(12,946 |
) |
|
|
(13,305 |
) |
|
Net loans |
|
$ |
1,129,046 |
|
|
$ |
1,042,201 |
|
Included in total loans above are deferred loan (fees) costs of $(80) at September 30, 2017 and $94 at December 31, 2016.
Page 12
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
Management has an established methodology to determine 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 $12,946 adequate to cover loan losses inherent in the loan portfolio, at September 30, 2017. The following tables present, by portfolio segment, the changes in the allowance for loan losses for the three and nine months ended September 30, 2017 and 2016.
Allowance for loan losses:
For the nine months ended September 30, 2017
|
September 30, 2017 |
|
Beginning balance |
|
|
Charge-offs |
|
|
Recoveries |
|
|
Provision |
|
|
Ending Balance |
|
|||||
|
Commercial & Agriculture |
|
$ |
2,018 |
|
|
$ |
(11 |
) |
|
$ |
134 |
|
|
$ |
(530 |
) |
|
$ |
1,611 |
|
|
Commercial Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owner Occupied |
|
|
2,171 |
|
|
|
(301 |
) |
|
|
26 |
|
|
|
177 |
|
|
|
2,073 |
|
|
Non-Owner Occupied |
|
|
4,606 |
|
|
|
(38 |
) |
|
|
42 |
|
|
|
663 |
|
|
|
5,273 |
|
|
Residential Real Estate |
|
|
3,089 |
|
|
|
(312 |
) |
|
|
164 |
|
|
|
(462 |
) |
|
|
2,479 |
|
|
Real Estate Construction |
|
|
420 |
|
|
|
— |
|
|
|
32 |
|
|
|
215 |
|
|
|
667 |
|
|
Farm Real Estate |
|
|
442 |
|
|
|
— |
|
|
|
2 |
|
|
|
(20 |
) |
|
|
424 |
|
|
Consumer and Other |
|
|
314 |
|
|
|
(135 |
) |
|
|
38 |
|
|
|
108 |
|
|
|
325 |
|
|
Unallocated |
|
|
245 |
|
|
|
— |
|
|
|
— |
|
|
|
(151 |
) |
|
|
94 |
|
|
Total |
|
$ |
13,305 |
|
|
$ |
(797 |
) |
|
$ |
438 |
|
|
$ |
— |
|
|
$ |
12,946 |
|
For the nine months ended September 30, 2017, the allowance for Commercial & Agriculture loans was reduced by a decrease in general reserves as a result of 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 loss rates, represented by a decrease in the provision. The allowance for Real Estate Construction loans increased due to higher outstanding loan balances for this type of loan. 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 increased due to an increase in general reserves required for this type as a result of higher loss rates. 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.
Page 13
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
For the nine months ended September 30, 2016
|
|
|
Beginning balance |
|
|
Charge-offs |
|
|
Recoveries |
|
|
Provision |
|
|
Ending Balance |
|
|||||
|
Commercial & Agriculture |
|
$ |
1,478 |
|
|
$ |
(870 |
) |
|
$ |
79 |
|
|
$ |
1,023 |
|
|
$ |
1,710 |
|
|
Commercial Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owner Occupied |
|
|
2,467 |
|
|
|
(166 |
) |
|
|
53 |
|
|
|
(44 |
) |
|
|
2,310 |
|
|
Non-Owner Occupied |
|
|
4,657 |
|
|
|
(23 |
) |
|
|
1,365 |
|
|
|
(1,456 |
) |
|
|
4,543 |
|
|
Residential Real Estate |
|
|
4,086 |
|
|
|
(280 |
) |
|
|
384 |
|
|
|
(735 |
) |
|
|
3,455 |
|
|
Real Estate Construction |
|
|
371 |
|
|
|
(115 |
) |
|
|
8 |
|
|
|
160 |
|
|
|
424 |
|
|
Farm Real Estate |
|
|
538 |
|
|
|
— |
|
|
|
— |
|
|
|
(108 |
) |
|
|
430 |
|
|
Consumer and Other |
|
|
382 |
|
|
|
(85 |
) |
|
|
40 |
|
|
|
0 |
|
|
|
337 |
|
|
Unallocated |
|
|
382 |
|
|
|
— |
|
|
|
— |
|
|
|
(140 |
) |
|
|
242 |
|
|
Total |
|
$ |
14,361 |
|
|
$ |
(1,539 |
) |
|
$ |
1,929 |
|
|
$ |
(1,300 |
) |
|
$ |
13,451 |
|
For the nine months ended September 30, 2016, the allowance for Commercial & Agriculture loans increased due to an increase in general reserves as a result of higher balances and higher loss rates in criticized loans. The result was represented as an increase in the provision. The allowance for Commercial Real Estate – Owner Occupied loans was reduced not only by a decrease in specific reserves required for this type, but also by decreases in past due, classified and non-accrual loans for this type. The result of these changes was represented as a decrease in the provision. The decrease in allowance for Commercial Real Estate – Non-Owner Occupied loans was the result of a decrease in general reserves required as a result of lower loss rates and improvement in past due, classified and non-accrual loans for this type. In addition, a payoff on a previously charged down loan was received resulting in a recovery of approximately $1,303. The net result was represented as a decrease 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, represented by a decrease in the provision. The allowance for Real Estate Construction loans increased due to an increase in loss rates for this type of loan, which was represented as an increase 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 and a decrease in loss rates. The result of these changes 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.
Allowance for loan losses:
For the three months ended September 30, 2017
|
|
|
Beginning balance |
|
|
Charge-offs |
|
|
Recoveries |
|
|
Provision |
|
|
Ending Balance |
|
|||||
|
Commercial & Agriculture |
|
$ |
1,608 |
|
|
$ |
(10 |
) |
|
$ |
51 |
|
|
$ |
(38 |
) |
|
$ |
1,611 |
|
|
Commercial Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owner Occupied |
|
|
2,010 |
|
|
|
(91 |
) |
|
|
8 |
|
|
|
146 |
|
|
|
2,073 |
|
|
Non-Owner Occupied |
|
|
4,739 |
|
|
|
(38 |
) |
|
|
33 |
|
|
|
539 |
|
|
|
5,273 |
|
|
Residential Real Estate |
|
|
2,676 |
|
|
|
(116 |
) |
|
|
77 |
|
|
|
(158 |
) |
|
|
2,479 |
|
|
Real Estate Construction |
|
|
482 |
|
|
|
— |
|
|
|
13 |
|
|
|
172 |
|
|
|
667 |
|
|
Farm Real Estate |
|
|
425 |
|
|
|
— |
|
|
|
2 |
|
|
|
(3 |
) |
|
|
424 |
|
|
Consumer and Other |
|
|
324 |
|
|
|
(54 |
) |
|
|
24 |
|
|
|
31 |
|
|
|
325 |
|
|
Unallocated |
|
|
783 |
|
|
|
— |
|
|
|
— |
|
|
|
(689 |
) |
|
|
94 |
|
|
Total |
|
$ |
13,047 |
|
|
$ |
(309 |
) |
|
$ |
208 |
|
|
$ |
— |
|
|
$ |
12,946 |
|
For the three months ended September 30, 2017, the allowance for Commercial & Agriculture loans increased due to an increase in general reserves as a result of higher loan balances, offset by net recoveries. The result was represented as a decrease in the provision. The allowance for Commercial Real Estate – Owner Occupied loans increased due to an increase in general reserves as a result of higher outstanding loan balances and loss rates. The result was represented as an increase in the provision. The allowance for Commercial Real Estate – Non-Owner Occupied loans increased due to an increase in general reserves required for this type as a result of higher loan balances and by higher loss rates. 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, represented by a decrease in the provision. The allowance for Real Estate Construction loans increased due to higher outstanding loan balances for this type of loan and recoveries. 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.
Page 14
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
For the three months ended September 30, 2016
|
|
|
Beginning balance |
|
|
Charge-offs |
|
|
Recoveries |
|
|
Provision |
|
|
Ending Balance |
|
|||||
|
Commercial & Agriculture |
|
$ |
1,557 |
|
|
$ |
(828 |
) |
|
$ |
44 |
|
|
$ |
937 |
|
|
$ |
1,710 |
|
|
Commercial Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owner Occupied |
|
|
2,393 |
|
|
|
(124 |
) |
|
|
1 |
|
|
|
40 |
|
|
|
2,310 |
|
|
Non-Owner Occupied |
|
|
4,969 |
|
|
|
(23 |
) |
|
|
6 |
|
|
|
(409 |
) |
|
|
4,543 |
|
|
Residential Real Estate |
|
|
3,899 |
|
|
|
(55 |
) |
|
|
23 |
|
|
|
(412 |
) |
|
|
3,455 |
|
|
Real Estate Construction |
|
|
366 |
|
|
|
(115 |
) |
|
|
6 |
|
|
|
167 |
|
|
|
424 |
|
|
Farm Real Estate |
|
|
476 |
|
|
|
— |
|
|
|
— |
|
|
|
(46 |
) |
|
|
430 |
|
|
Consumer and Other |
|
|
358 |
|
|
|
(38 |
) |
|
|
7 |
|
|
|
10 |
|
|
|
337 |
|
|
Unallocated |
|
|
529 |
|
|
|
— |
|
|
|
— |
|
|
|
(287 |
) |
|
|
242 |
|
|
Total |
|
$ |
14,547 |
|
|
$ |
(1,183 |
) |
|
$ |
87 |
|
|
$ |
— |
|
|
$ |
13,451 |
|
For the three months ended September 30, 2016, the allowance for Commercial & Agriculture loans increased due to an increase in general reserves as a result of higher loss rates and an increase in loan balances. The result was represented as an increase in the provision. The decrease in allowance for Commercial Real Estate – Non-Owner Occupied loans was the result of a decrease in general reserves required as a result of lower loss rates and improvement in past due, classified and non-accrual loans for this type. The net result was represented as a decrease 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, represented by a decrease in the provision. The allowance for Real Estate Construction loans increased due to an increase in loss rates for this type of loan, which was represented as an increase 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, 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.
The following tables present, by portfolio segment, the allocation of the allowance for loan losses and related loan balances as of September 30, 2017 and December 31, 2016.
|
September 30, 2017 |
|
Loans acquired with credit deterioration |
|
|
Loans individually evaluated for impairment |
|
|
Loans collectively evaluated for impairment |
|
|
Total |
|
||||
|
Allowance for loan losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial & Agriculture |
|
$ |
81 |
|
|
$ |
122 |
|
|
$ |
1,408 |
|
|
$ |
1,611 |
|
|
Commercial Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owner Occupied |
|
|
— |
|
|
|
4 |
|
|
|
2,069 |
|
|
|
2,073 |
|
|
Non-Owner Occupied |
|
|
— |
|
|
|
— |
|
|
|
5,273 |
|
|
|
5,273 |
|
|
Residential Real Estate |
|
|
52 |
|
|
|
114 |
|
|
|
2,313 |
|
|
|
2,479 |
|
|
Real Estate Construction |
|
|
— |
|
|
|
— |
|
|
|
667 |
|
|
|
667 |
|
|
Farm Real Estate |
|
|
— |
|
|
|
6 |
|
|
|
418 |
|
|
|
424 |
|
|
Consumer and Other |
|
|
— |
|
|
|
— |
|
|
|
325 |
|
|
|
325 |
|
|
Unallocated |
|
|
— |
|
|
|
— |
|
|
|
94 |
|
|
|
94 |
|
|
Total |
|
$ |
133 |
|
|
$ |
246 |
|
|
$ |
12,567 |
|
|
$ |
12,946 |
|
|
Outstanding loan balances: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial & Agriculture |
|
$ |
89 |
|
|
$ |
1,170 |
|
|
$ |
146,278 |
|
|
$ |
147,537 |
|
|
Commercial Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owner Occupied |
|
|
— |
|
|
|
1,039 |
|
|
|
166,639 |
|
|
|
167,678 |
|
|
Non-Owner Occupied |
|
|
— |
|
|
|
50 |
|
|
|
424,380 |
|
|
|
424,430 |
|
|
Residential Real Estate |
|
|
139 |
|
|
|
1,386 |
|
|
|
266,314 |
|
|
|
267,839 |
|
|
Real Estate Construction |
|
|
— |
|
|
|
— |
|
|
|
77,978 |
|
|
|
77,978 |
|
|
Farm Real Estate |
|
|
— |
|
|
|
613 |
|
|
|
38,353 |
|
|
|
38,966 |
|
|
Consumer and Other |
|
|
— |
|
|
|
— |
|
|
|
17,564 |
|
|
|
17,564 |
|
|
Total |
|
$ |
228 |
|
|
$ |
4,258 |
|
|
$ |
1,137,506 |
|
|
$ |
1,141,992 |
|
Page 15
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
|
December 31, 2016 |
|
Loans acquired with credit deterioration |
|
|
Loans individually evaluated for impairment |
|
|
Loans collectively evaluated for impairment |
|
|
Total |
|
||||
|
Allowance for loan losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial & Agriculture |
|
$ |
86 |
|
|
$ |
82 |
|
|
$ |
1,850 |
|
|
$ |
2,018 |
|
|
Commercial Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owner Occupied |
|
|
— |
|
|
|
4 |
|
|
|
2,167 |
|
|
|
2,171 |
|
|
Non-Owner Occupied |
|
|
— |
|
|
|
— |
|
|
|
4,606 |
|
|
|
4,606 |
|
|
Residential Real Estate |
|
|
89 |
|
|
|
102 |
|
|
|
2,898 |
|
|
|
3,089 |
|
|
Real Estate Construction |
|
|
— |
|
|
|
— |
|
|
|
420 |
|
|
|
420 |
|
|
Farm Real Estate |
|
|
— |
|
|
|
— |
|
|
|
442 |
|
|
|
442 |
|
|
Consumer and Other |
|
|
— |
|
|
|
— |
|
|
|
314 |
|
|
|
314 |
|
|
Unallocated |
|
|
— |
|
|
|
— |
|
|
|
245 |
|
|
|
245 |
|
|
Total |
|
$ |
175 |
|
|
$ |
188 |
|
|
$ |
12,942 |
|
|
$ |
13,305 |
|
|
Outstanding loan balances: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial & Agriculture |
|
$ |
88 |
|
|
$ |
1,983 |
|
|
$ |
133,391 |
|
|
$ |
135,462 |
|
|
Commercial Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owner Occupied |
|
|
— |
|
|
|
1,896 |
|
|
|
159,468 |
|
|
|
161,364 |
|
|
Non-Owner Occupied |
|
|
— |
|
|
|
359 |
|
|
|
395,572 |
|
|
|
395,931 |
|
|
Residential Real Estate |
|
|
168 |
|
|
|
1,686 |
|
|
|
245,454 |
|
|
|
247,308 |
|
|
Real Estate Construction |
|
|
— |
|
|
|
— |
|
|
|
56,293 |
|
|
|
56,293 |
|
|
Farm Real Estate |
|
|
— |
|
|
|
614 |
|
|
|
40,556 |
|
|
|
41,170 |
|
|
Consumer and Other |
|
|
— |
|
|
|
1 |
|
|
|
17,977 |
|
|
|
17,978 |
|
|
Total |
|
$ |
256 |
|
|
$ |
6,539 |
|
|
$ |
1,048,711 |
|
|
$ |
1,055,506 |
|
The following tables present credit exposures by internally assigned grades as of September 30, 2017 and December 31, 2016. 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 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. |
Page 16
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
Generally, Residential Real Estate, Real Estate Construction and Consumer and Other loa ns are not risk-graded, except when collateral is used for a business purpose.
|
September 30, 2017 |
|
Pass |
|
|
Special Mention |
|
|
Substandard |
|
|
Doubtful |
|
|
Ending Balance |
|
|||||
|
Commercial & Agriculture |
|
$ |
140,866 |
|
|
$ |
4,697 |
|
|
$ |
1,974 |
|
|
$ |
— |
|
|
$ |
147,537 |
|
|
Commercial Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owner Occupied |
|
|
156,583 |
|
|
|
7,119 |
|
|
|
3,976 |
|
|
|
— |
|
|
|
167,678 |
|
|
Non-Owner Occupied |
|
|
421,452 |
|
|
|
2,174 |
|
|
|
804 |
|
|
|
— |
|
|
|
424,430 |
|
|
Residential Real Estate |
|
|
63,081 |
|
|
|
2,054 |
|
|
|
5,998 |
|
|
|
— |
|
|
|
71,133 |
|
|
Real Estate Construction |
|
|
73,581 |
|
|
|
15 |
|
|
|
27 |
|
|
|
— |
|
|
|
73,623 |
|
|
Farm Real Estate |
|
|
30,604 |
|
|
|
6,513 |
|
|
|
1,849 |
|
|
|
— |
|
|
|
38,966 |
|
|
Consumer and Other |
|
|
1,598 |
|
|
|
— |
|
|
|
75 |
|
|
|
— |
|
|
|
1,673 |
|
|
Total |
|
$ |
887,765 |
|
|
$ |
22,572 |
|
|
$ |
14,703 |
|
|
$ |
— |
|
|
$ |
925,040 |
|
|
December 31, 2016 |
|
Pass |
|
|
Special Mention |
|
|
Substandard |
|
|
Doubtful |
|
|
Ending Balance |
|
|||||
|
Commercial & Agriculture |
|
$ |
127,867 |
|
|
$ |
4,300 |
|
|
$ |
3,295 |
|
|
$ |
— |
|
|
$ |
135,462 |
|
|
Commercial Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owner Occupied |
|
|
151,659 |
|
|
|
4,016 |
|
|
|
5,689 |
|
|
|
— |
|
|
|
161,364 |
|
|
Non-Owner Occupied |
|
|
393,592 |
|
|
|
1,676 |
|
|
|
663 |
|
|
|
— |
|
|
|
395,931 |
|
|
Residential Real Estate |
|
|
59,015 |
|
|
|
1,661 |
|
|
|
6,911 |
|
|
|
— |
|
|
|
67,587 |
|
|
Real Estate Construction |
|
|
50,678 |
|
|
|
16 |
|
|
|
27 |
|
|
|
— |
|
|
|
50,721 |
|
|
Farm Real Estate |
|
|
31,814 |
|
|
|
5,673 |
|
|
|
3,683 |
|
|
|
— |
|
|
|
41,170 |
|
|
Consumer and Other |
|
|
2,135 |
|
|
|
— |
|
|
|
109 |
|
|
|
— |
|
|
|
2,244 |
|
|
Total |
|
$ |
816,760 |
|
|
$ |
17,342 |
|
|
$ |
20,377 |
|
|
$ |
— |
|
|
$ |
854,479 |
|
The following tables present performing and nonperforming loans based solely on payment activity for the periods ended September 30, 2017 and December 31, 2016 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.
|
September 30, 2017 |
|
Residential Real Estate |
|
|
Real Estate Construction |
|
|
Consumer and Other |
|
|
Total |
|
||||
|
Performing |
|
$ |
196,706 |
|
|
$ |
4,355 |
|
|
$ |
15,847 |
|
|
$ |
216,908 |
|
|
Nonperforming |
|
|
— |
|
|
|
— |
|
|
|
44 |
|
|
|
44 |
|
|
Total |
|
$ |
196,706 |
|
|
$ |
4,355 |
|
|
$ |
15,891 |
|
|
$ |
216,952 |
|
|
December 31, 2016 |
|
Residential Real Estate |
|
|
Real Estate Construction |
|
|
Consumer and Other |
|
|
Total |
|
||||
|
Performing |
|
$ |
179,721 |
|
|
$ |
5,572 |
|
|
$ |
15,725 |
|
|
$ |
201,018 |
|
|
Nonperforming |
|
|
— |
|
|
|
— |
|
|
|
9 |
|
|
|
9 |
|
|
Total |
|
$ |
179,721 |
|
|
$ |
5,572 |
|
|
$ |
15,734 |
|
|
$ |
201,027 |
|
Page 17
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
The following tables include an aging analysis of the recorded investment of past due loans outstanding as of September 30, 2017 and December 31, 2016.
|
September 30, 2017 |
|
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 |
|
$ |
389 |
|
|
$ |
— |
|
|
$ |
664 |
|
|
$ |
1,053 |
|
|
$ |
146,395 |
|
|
$ |
89 |
|
|
$ |
147,537 |
|
|
$ |
— |
|
|
Commercial Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owner Occupied |
|
|
— |
|
|
|
174 |
|
|
|
516 |
|
|
|
690 |
|
|
|
166,988 |
|
|
|
— |
|
|
|
167,678 |
|
|
|
— |
|
|
Non-Owner Occupied |
|
|
164 |
|
|
|
108 |
|
|
|
420 |
|
|
|
692 |
|
|
|
423,738 |
|
|
|
— |
|
|
|
424,430 |
|
|
|
— |
|
|
Residential Real Estate |
|
|
218 |
|
|
|
242 |
|
|
|
878 |
|
|
|
1,338 |
|
|
|
266,362 |
|
|
|
139 |
|
|
|
267,839 |
|
|
|
— |
|
|
Real Estate Construction |
|
|
— |
|
|
|
68 |
|
|
|
27 |
|
|
|
95 |
|
|
|
77,883 |
|
|
|
— |
|
|
|
77,978 |
|
|
|
— |
|
|
Farm Real Estate |
|
|
— |
|
|
|
— |
|
|
|
193 |
|
|
|
193 |
|
|
|
38,773 |
|
|
|
— |
|
|
|
38,966 |
|
|
|
— |
|
|
Consumer and Other |
|
|
86 |
|
|
|
10 |
|
|
|
48 |
|
|
|
144 |
|
|
|
17,420 |
|
|
|
— |
|
|
|
17,564 |
|
|
|
44 |
|
|
Total |
|
$ |
857 |
|
|
$ |
602 |
|
|
$ |
2,746 |
|
|
$ |
4,205 |
|
|
$ |
1,137,559 |
|
|
$ |
228 |
|
|
$ |
1,141,992 |
|
|
$ |
44 |
|
|
December 31, 2016 |
|
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 |
|
$ |
156 |
|
|
$ |
20 |
|
|
$ |
152 |
|
|
$ |
328 |
|
|
$ |
135,046 |
|
|
$ |
88 |
|
|
$ |
135,462 |
|
|
$ |
— |
|
|
Commercial Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owner Occupied |
|
|
722 |
|
|
|
553 |
|
|
|
280 |
|
|
|
1,555 |
|
|
|
159,809 |
|
|
|
— |
|
|
|
161,364 |
|
|
|
— |
|
|
Non-Owner Occupied |
|
|
147 |
|
|
|
— |
|
|
|
316 |
|
|
|
463 |
|
|
|
395,468 |
|
|
|
— |
|
|
|
395,931 |
|
|
|
— |
|
|
Residential Real Estate |
|
|
1,812 |
|
|
|
507 |
|
|
|
1,049 |
|
|
|
3,368 |
|
|
|
243,772 |
|
|
|
168 |
|
|
|
247,308 |
|
|
|
— |
|
|
Real Estate Construction |
|
|
— |
|
|
|
— |
|
|
|
27 |
|
|
|
27 |
|
|
|
56,266 |
|
|
|
— |
|
|
|
56,293 |
|
|
|
— |
|
|
Farm Real Estate |
|
|
93 |
|
|
|
— |
|
|
|
— |
|
|
|
93 |
|
|
|
41,077 |
|
|
|
— |
|
|
|
41,170 |
|
|
|
— |
|
|
Consumer and Other |
|
|
215 |
|
|
|
31 |
|
|
|
31 |
|
|
|
277 |
|
|
|
17,701 |
|
|
|
— |
|
|
|
17,978 |
|
|
|
9 |
|
|
Total |
|
$ |
3,145 |
|
|
$ |
1,111 |
|
|
$ |
1,855 |
|
|
$ |
6,111 |
|
|
$ |
1,049,139 |
|
|
$ |
256 |
|
|
$ |
1,055,506 |
|
|
$ |
9 |
|
The following table presents loans on nonaccrual status, excluding purchased credit-impaired (PCI) loans, as of September 30, 2017 and December 31, 2016.
|
|
|
September 30, 2017 |
|
|
December 31, 2016 |
|
||
|
Commercial & Agriculture |
|
$ |
1,889 |
|
|
$ |
1,622 |
|
|
Commercial Real Estate: |
|
|
|
|
|
|
|
|
|
Owner Occupied |
|
|
1,989 |
|
|
|
1,461 |
|
|
Non-Owner Occupied |
|
|
566 |
|
|
|
464 |
|
|
Residential Real Estate |
|
|
2,798 |
|
|
|
3,266 |
|
|
Real Estate Construction |
|
|
27 |
|
|
|
27 |
|
|
Farm Real Estate |
|
|
193 |
|
|
|
2 |
|
|
Consumer and Other |
|
|
70 |
|
|
|
101 |
|
|
Total |
|
$ |
7,532 |
|
|
$ |
6,943 |
|
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.
Page 18
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
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 Comp any 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. Real Estate loans modified in a TDR were primarily comprised of interest rate reductions where monthly payments were 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 September 30, 2017, TDRs accounted for $298 of the allowance for loan losses. As of December 31, 2016, TDRs accounted for $278 of the allowance for loan losses.
Loan modifications that are considered TDRs completed during the periods ended September 30, 2017 and September 30, 2016 were as follows:
|
|
|
For the Nine-Month Period Ended September 30, 2017 |
|
|||||||||
|
|
|
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 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Residential Real Estate |
|
|
1 |
|
|
|
13 |
|
|
|
13 |
|
|
Real Estate Construction |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Farm Real Estate |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Consumer and Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total Loan Modifications |
|
|
1 |
|
|
$ |
13 |
|
|
$ |
13 |
|
|
|
|
For the Nine-Month Period Ended September 30, 2016 |
|
|||||||||
|
|
|
Number of Contracts |
|
|
Pre- Modification Outstanding Recorded Investment |
|
|
Post- Modification Outstanding Recorded Investment |
|
|||
|
Commercial & Agriculture |
|
|
4 |
|
|
$ |
529 |
|
|
$ |
529 |
|
|
Commercial Real Estate—Owner Occupied |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Commercial Real Estate—Non-Owner Occupied |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Residential Real Estate |
|
|
2 |
|
|
|
308 |
|
|
|
308 |
|
|
Real Estate Construction |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Farm Real Estate |
|
|
3 |
|
|
|
700 |
|
|
|
700 |
|
|
Consumer and Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total Loan Modifications |
|
|
9 |
|
|
$ |
1,537 |
|
|
$ |
1,537 |
|
Page 19
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
|
|
|
For the Three-Month Period Ended September 30, 2017 |
|
|||||||||
|
|
|
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 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Residential Real Estate |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Real Estate Construction |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Farm Real Estate |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Consumer and Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total Loan Modifications |
|
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
For the Three-Month Period Ended September 30, 2016 |
|
|||||||||
|
|
|
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 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Residential Real Estate |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Real Estate Construction |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Farm Real Estate |
|
|
1 |
|
|
|
86 |
|
|
|
86 |
|
|
Consumer and Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total Loan Modifications |
|
|
1 |
|
|
$ |
86 |
|
|
$ |
86 |
|
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 both the three- and nine-month periods ended September 30, 2017 and September 30, 2016, there were no defaults on loans that were modified and considered TDRs during the respective twelve previous 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 20
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 financing receivables, excluding PCI loans, with the associated allowance amount, if applicable, as of September 30, 2017 and December 31, 2016.
|
|
|
September 30, 2017 |
|
|
December 31, 2016 |
|
||||||||||||||||||
|
|
|
Recorded Investment |
|
|
Unpaid Principal Balance |
|
|
Related Allowance |
|
|
Recorded Investment |
|
|
Unpaid Principal Balance |
|
|
Related Allowance |
|
||||||
|
With no related allowance recorded: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial & Agriculture |
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
$ |
1,230 |
|
|
$ |
1,751 |
|
|
|
|
|
|
Commercial Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owner Occupied |
|
|
814 |
|
|
|
1,069 |
|
|
|
|
|
|
|
1,658 |
|
|
|
1,803 |
|
|
|
|
|
|
Non-Owner Occupied |
|
|
50 |
|
|
|
53 |
|
|
|
|
|
|
|
359 |
|
|
|
386 |
|
|
|
|
|
|
Residential Real Estate |
|
|
996 |
|
|
|
1,068 |
|
|
|
|
|
|
|
1,259 |
|
|
|
1,590 |
|
|
|
|
|
|
Farm Real Estate |
|
|
149 |
|
|
|
149 |
|
|
|
|
|
|
|
614 |
|
|
|
614 |
|
|
|
|
|
|
Consumer and Other |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
Total |
|
|
2,009 |
|
|
|
2,339 |
|
|
|
|
|
|
|
5,121 |
|
|
|
6,145 |
|
|
|
|
|
|
With an allowance recorded: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial & Agriculture |
|
|
1,170 |
|
|
|
1,720 |
|
|
$ |
122 |
|
|
|
753 |
|
|
|
1,303 |
|
|
$ |
82 |
|
|
Commercial Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owner Occupied |
|
|
225 |
|
|
|
225 |
|
|
|
4 |
|
|
|
238 |
|
|
|
238 |
|
|
|
4 |
|
|
Non-Owner Occupied |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Residential Real Estate |
|
|
390 |
|
|
|
394 |
|
|
|
114 |
|
|
|
427 |
|
|
|
431 |
|
|
|
102 |
|
|
Farm Real Estate |
|
|
464 |
|
|
|
464 |
|
|
|
6 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total |
|
|
2,249 |
|
|
|
2,803 |
|
|
|
246 |
|
|
|
1,418 |
|
|
|
1,972 |
|
|
|
188 |
|
|
Total: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial & Agriculture |
|
|
1,170 |
|
|
|
1,720 |
|
|
|
122 |
|
|
|
1,983 |
|
|
|
3,054 |
|
|
|
82 |
|
|
Commercial Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owner Occupied |
|
|
1,039 |
|
|
|
1,294 |
|
|
|
4 |
|
|
|
1,896 |
|
|
|
2,041 |
|
|
|
4 |
|
|
Non-Owner Occupied |
|
|
50 |
|
|
|
53 |
|
|
|
— |
|
|
|
359 |
|
|
|
386 |
|
|
|
— |
|
|
Residential Real Estate |
|
|
1,386 |
|
|
|
1,462 |
|
|
|
114 |
|
|
|
1,686 |
|
|
|
2,021 |
|
|
|
102 |
|
|
Farm Real Estate |
|
|
613 |
|
|
|
613 |
|
|
|
6 |
|
|
|
614 |
|
|
|
614 |
|
|
|
— |
|
|
Consumer and Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
1 |
|
|
|
— |
|
|
Total |
|
$ |
4,258 |
|
|
$ |
5,142 |
|
|
$ |
246 |
|
|
$ |
6,539 |
|
|
$ |
8,117 |
|
|
$ |
188 |
|
The following table includes the average recorded investment and interest income recognized for impaired financing receivables for the three- and nine-month periods ended September 30, 2017 and 2016.
|
|
|
September 30, 2017 |
|
|
September 30, 2016 |
|
||||||||||
|
For the nine months ended: |
|
Average Recorded Investment |
|
|
Interest Income Recognized |
|
|
Average Recorded Investment |
|
|
Interest Income Recognized |
|
||||
|
Commercial & Agriculture |
|
$ |
1,609 |
|
|
$ |
27 |
|
|
$ |
1,453 |
|
|
$ |
19 |
|
|
Commercial Real Estate—Owner Occupied |
|
|
1,632 |
|
|
|
66 |
|
|
|
1,954 |
|
|
|
66 |
|
|
Commercial Real Estate—Non-Owner Occupied |
|
|
280 |
|
|
|
5 |
|
|
|
1,519 |
|
|
|
858 |
|
|
Residential Real Estate |
|
|
1,554 |
|
|
|
56 |
|
|
|
1,699 |
|
|
|
60 |
|
|
Real Estate Construction |
|
|
— |
|
|
|
— |
|
|
|
473 |
|
|
|
— |
|
|
Farm Real Estate |
|
|
614 |
|
|
|
21 |
|
|
|
1,123 |
|
|
|
17 |
|
|
Consumer and Other |
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
Total |
|
$ |
5,689 |
|
|
$ |
175 |
|
|
$ |
8,223 |
|
|
$ |
1,020 |
|
Page 21
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
|
|
|
September 30, 2017 |
|
|
September 30, 2016 |
|
||||||||||
|
For the three months ended: |
|
Average Recorded Investment |
|
|
Interest Income Recognized |
|
|
Average Recorded Investment |
|
|
Interest Income Recognized |
|
||||
|
Commercial & Agriculture |
|
$ |
1,366 |
|
|
$ |
7 |
|
|
$ |
2,401 |
|
|
$ |
8 |
|
|
Commercial Real Estate—Owner Occupied |
|
|
1,377 |
|
|
|
18 |
|
|
|
1,774 |
|
|
|
21 |
|
|
Commercial Real Estate—Non-Owner Occupied |
|
|
202 |
|
|
|
2 |
|
|
|
556 |
|
|
|
1 |
|
|
Residential Real Estate |
|
|
1,437 |
|
|
|
17 |
|
|
|
1,873 |
|
|
|
21 |
|
|
Real Estate Construction |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Farm Real Estate |
|
|
614 |
|
|
|
8 |
|
|
|
1,032 |
|
|
|
7 |
|
|
Consumer and Other |
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
Total |
|
$ |
4,996 |
|
|
$ |
52 |
|
|
$ |
7,638 |
|
|
$ |
58 |
|
Changes in the amortizable yield for PCI loans were as follows, since acquisition:
|
|
|
For the Nine-Month Period Ended September 30, 2017 |
|
|
For the Nine-Month Period Ended September 30, 2016 |
|
||
|
|
|
(In Thousands) |
|
|
(In Thousands) |
|
||
|
Balance at beginning of period |
|
$ |
49 |
|
|
$ |
82 |
|
|
Acquisition of PCI loans |
|
|
— |
|
|
|
— |
|
|
Accretion |
|
|
(27 |
) |
|
|
(24 |
) |
|
Balance at end of period |
|
$ |
22 |
|
|
$ |
58 |
|
|
|
|
For the Three-Month Period Ended September 30, 2017 |
|
|
For the Three-Month Period Ended September 30, 2016 |
|
||
|
|
|
(In Thousands) |
|
|
(In Thousands) |
|
||
|
Balance at beginning of period |
|
$ |
31 |
|
|
$ |
66 |
|
|
Acquisition of PCI loans |
|
|
— |
|
|
|
— |
|
|
Accretion |
|
|
(9 |
) |
|
|
(8 |
) |
|
Balance at end of period |
|
$ |
22 |
|
|
$ |
58 |
|
The following table presents additional information regarding loans acquired and accounted for in accordance with ASC 310-30:
|
|
|
At September 30, 2017 |
|
|
At December 31, 2016 |
|
||
|
|
|
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 |
|
$ |
795 |
|
|
$ |
850 |
|
|
Carrying amount |
|
|
228 |
|
|
|
256 |
|
There has been $133 and $175 in allowance for loan losses recorded for acquired loans with or without specific evidence of deterioration in credit quality as of September 30, 2017 and December 31, 2016, respectively.
Page 22
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
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 September 30, 2017 and December 31, 2016, a total of $27 and $37, respectively of foreclosed assets were included with other assets. As of September 30, 2017, included within the foreclosed assets is $27 of consumer residential mortgages that were foreclosed on or received via a deed in lieu transaction prior to the period end. As of September 30, 2017 and December 31, 2016, the Company had initiated formal foreclosure procedures on $251 and $710, 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 Nine-Month Period Ended |
|
|
For the Nine-Month Period Ended |
|
||||||||||||||||||
|
|
|
September 30, 2017 (a) |
|
|
September 30, 2016 (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 |
|
$ |
2,008 |
|
|
$ |
(4,345 |
) |
|
$ |
(2,337 |
) |
|
$ |
3,554 |
|
|
$ |
(4,049 |
) |
|
$ |
(495 |
) |
|
Other comprehensive income before reclassifications |
|
|
1,309 |
|
|
|
— |
|
|
|
1,309 |
|
|
|
1,514 |
|
|
|
— |
|
|
|
1,514 |
|
|
Amounts reclassified from accumulated other comprehensive loss |
|
|
6 |
|
|
|
625 |
|
|
|
631 |
|
|
|
(13 |
) |
|
|
165 |
|
|
|
152 |
|
|
Net current-period other comprehensive income |
|
|
1,315 |
|
|
|
625 |
|
|
|
1,940 |
|
|
|
1,501 |
|
|
|
165 |
|
|
|
1,666 |
|
|
Ending balance |
|
$ |
3,323 |
|
|
$ |
(3,720 |
) |
|
$ |
(397 |
) |
|
$ |
5,055 |
|
|
$ |
(3,884 |
) |
|
$ |
1,171 |
|
|
(a) |
Amounts in parentheses indicate debits on the consolidated balance sheets. |
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 nine months ended September 30, 2017 |
|
|
For the nine months ended September 30, 2016 |
|
|
Affected Line Item in the Statement Where Net Income is Presented |
||
|
Unrealized gains and losses on available-for-sale securities |
|
$ |
(9 |
) |
|
$ |
20 |
|
|
Net gain (loss) on securities available for sale |
|
Tax effect |
|
|
3 |
|
|
|
(7 |
) |
|
Income tax expense |
|
|
|
|
(6 |
) |
|
|
13 |
|
|
Net of tax |
|
Amortization of defined benefit pension items |
|
|
|
|
|
|
|
|
|
|
|
Actuarial gains/(losses) (b) |
|
|
(946 |
) |
|
|
(249 |
) |
|
Salaries, wages and benefits |
|
Tax effect |
|
|
321 |
|
|
|
84 |
|
|
Income tax expense |
|
|
|
|
(625 |
) |
|
|
(165 |
) |
|
Net of tax |
|
Total reclassifications for the period |
|
$ |
(631 |
) |
|
$ |
(152 |
) |
|
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. |
Page 23
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
|
|
|
For the Three-Month Period Ended |
|
|
For the Three-Month Period Ended |
|
||||||||||||||||||
|
|
|
September 30, 2017 (a) |
|
|
September 30, 2016 (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 |
|
$ |
3,266 |
|
|
$ |
(4,002 |
) |
|
$ |
(736 |
) |
|
$ |
5,863 |
|
|
$ |
(3,939 |
) |
|
$ |
1,924 |
|
|
Other comprehensive income before reclassifications |
|
|
51 |
|
|
|
— |
|
|
|
51 |
|
|
|
(796 |
) |
|
|
— |
|
|
|
(796 |
) |
|
Amounts reclassified from accumulated other comprehensive loss |
|
|
6 |
|
|
|
282 |
|
|
|
288 |
|
|
|
(12 |
) |
|
|
55 |
|
|
|
43 |
|
|
Net current-period other comprehensive income |
|
|
57 |
|
|
|
282 |
|
|
|
339 |
|
|
|
(808 |
) |
|
|
55 |
|
|
|
(753 |
) |
|
Ending balance |
|
$ |
3,323 |
|
|
$ |
(3,720 |
) |
|
$ |
(397 |
) |
|
$ |
5,055 |
|
|
$ |
(3,884 |
) |
|
$ |
1,171 |
|
|
(a) |
Amounts in parentheses indicate debits on the consolidated balance sheets. |
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 September 30, 2017 |
|
|
For the three months ended September 30, 2016 |
|
|
Affected Line Item in the Statement Where Net Income is Presented |
||
|
Unrealized gains and losses on available-for-sale securities |
|
$ |
(9 |
) |
|
$ |
18 |
|
|
Net gain (loss) on securities available for sale |
|
Tax effect |
|
|
3 |
|
|
|
(6 |
) |
|
Income tax expense |
|
|
|
|
(6 |
) |
|
|
12 |
|
|
Net of tax |
|
Amortization of defined benefit pension items |
|
|
|
|
|
|
|
|
|
|
|
Actuarial gains/(losses) (b) |
|
|
(426 |
) |
|
|
(83 |
) |
|
Salaries, wages and benefits |
|
Tax effect |
|
|
144 |
|
|
|
28 |
|
|
Income tax expense |
|
|
|
|
(282 |
) |
|
|
(55 |
) |
|
Net of tax |
|
Total reclassifications for the period |
|
$ |
(288 |
) |
|
$ |
(43 |
) |
|
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
The balance of goodwill was $27,095 at September 30, 2017 and December 31, 2016. Management performs an annual evaluation of goodwill for impairment, 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 2016 and concluded that the Company’s goodwill was not impaired at December 31, 2016.
There was no change in the carrying amount of goodwill for the periods ended September 30, 2017 and December 31, 2016.
Acquired intangible assets, other than goodwill, as of September 30, 2017 and December 31, 2016 were as follows:
|
|
|
2017 |
|
|
2016 |
|
||||||||||||||||||
|
|
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Net Carrying Amount |
|
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Net Carrying Amount |
|
||||||
|
Amortized intangible assets(1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MSRs |
|
$ |
1,022 |
|
|
$ |
302 |
|
|
$ |
720 |
|
|
$ |
912 |
|
|
$ |
250 |
|
|
$ |
662 |
|
|
Core deposit intangibles |
|
|
7,274 |
|
|
|
6,634 |
|
|
|
640 |
|
|
|
7,274 |
|
|
|
6,152 |
|
|
|
1,122 |
|
|
Total amortized intangible assets |
|
$ |
8,296 |
|
|
$ |
6,936 |
|
|
$ |
1,360 |
|
|
$ |
8,186 |
|
|
$ |
6,402 |
|
|
$ |
1,784 |
|
|
(1) |
Excludes fully amortized intangible assets |
Page 24
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
Aggregate core deposit intangible amortization expense was $158, $172, $ 483 and $ 527 for the three and nine -months ended September 30, 2017 and 2016, respectively.
Aggregate mortgage servicing rights amortization was $23, $30, $51 and $45 for the three and nine-months ended September 30, 2017 and 2016, respectively.
Estimated amortization expense for each of the next five years and thereafter is as follows:
|
|
|
MSRs |
|
|
Core deposit intangibles |
|
|
Total |
|
|||
|
2017 |
|
$ |
30 |
|
|
$ |
104 |
|
|
$ |
134 |
|
|
2018 |
|
|
40 |
|
|
|
111 |
|
|
|
151 |
|
|
2019 |
|
|
40 |
|
|
|
88 |
|
|
|
128 |
|
|
2020 |
|
|
40 |
|
|
|
72 |
|
|
|
112 |
|
|
2021 |
|
|
40 |
|
|
|
68 |
|
|
|
108 |
|
|
Thereafter |
|
|
530 |
|
|
|
197 |
|
|
|
727 |
|
|
|
|
$ |
720 |
|
|
$ |
640 |
|
|
$ |
1,360 |
|
(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 September 30, 2017 |
|
|
At December 31, 2016 |
|
||||||||||
|
|
|
Federal Funds Purchased |
|
|
Short-term Borrowings |
|
|
Federal Funds Purchased |
|
|
Short-term Borrowings |
|
||||
|
Outstanding balance |
|
$ |
— |
|
|
$ |
41,750 |
|
|
$ |
— |
|
|
$ |
31,000 |
|
|
Maximum indebtedness |
|
|
22,500 |
|
|
|
115,050 |
|
|
|
20,000 |
|
|
|
70,400 |
|
|
Average balance |
|
|
156 |
|
|
|
42,102 |
|
|
|
116 |
|
|
|
10,483 |
|
|
Average rate paid |
|
|
1.71 |
% |
|
|
1.08 |
% |
|
|
0.86 |
% |
|
|
0.42 |
% |
|
Interest rate on balance |
|
|
— |
|
|
|
1.17 |
% |
|
|
— |
|
|
|
0.64 |
% |
Average balance during the period represent 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 September 30, 2017 and December 31, 2016.
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 September 30, 2017 and December 31, 2016. All of the repurchase agreements are overnight agreements.
|
|
|
September 30, 2017 |
|
|
December 31, 2016 |
|
||
|
Securities pledged for repurchase agreements: |
|
|
|
|
|
|
|
|
|
U.S. Treasury securities |
|
$ |
742 |
|
|
$ |
1,761 |
|
|
Obligations of U.S. government agencies |
|
|
14,406 |
|
|
|
27,164 |
|
|
Total securities pledged |
|
$ |
15,148 |
|
|
$ |
28,925 |
|
|
Gross amount of recognized liabilities for repurchase agreements |
|
$ |
15,148 |
|
|
$ |
28,925 |
|
|
Amounts related to agreements not included in offsetting disclosures above |
|
$ |
— |
|
|
$ |
— |
|
Page 25
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
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 equity incentive plan, computed using the treasury stock method, and the impact of the Company’s convertible preferred stock using the “if converted” method.
|
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
||||
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
3,660 |
|
|
$ |
3,680 |
|
|
$ |
11,892 |
|
|
$ |
13,586 |
|
|
Preferred stock dividends |
|
|
308 |
|
|
|
374 |
|
|
|
935 |
|
|
|
1,156 |
|
|
Net income available to common shareholders—basic |
|
$ |
3,352 |
|
|
$ |
3,306 |
|
|
$ |
10,957 |
|
|
$ |
12,430 |
|
|
Weighted average common shares outstanding—basic |
|
|
10,170,734 |
|
|
|
8,042,303 |
|
|
|
9,815,118 |
|
|
|
7,922,170 |
|
|
Basic earnings per common share |
|
$ |
0.33 |
|
|
$ |
0.41 |
|
|
$ |
1.12 |
|
|
$ |
1.57 |
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common shareholders—basic |
|
$ |
3,352 |
|
|
$ |
3,306 |
|
|
$ |
10,957 |
|
|
$ |
12,430 |
|
|
Preferred stock dividends |
|
|
308 |
|
|
|
374 |
|
|
|
935 |
|
|
|
1,156 |
|
|
Net income available to common shareholders—diluted |
|
$ |
3,660 |
|
|
$ |
3,680 |
|
|
$ |
11,892 |
|
|
$ |
13,586 |
|
|
Weighted average common shares outstanding for basic earnings per common share |
|
|
10,170,734 |
|
|
|
8,042,303 |
|
|
|
9,815,118 |
|
|
|
7,922,170 |
|
|
Add: Dilutive effects of convertible preferred shares |
|
|
2,426,565 |
|
|
|
2,922,609 |
|
|
|
2,455,008 |
|
|
|
3,024,712 |
|
|
Average shares and dilutive potential common shares outstanding—diluted |
|
|
12,597,299 |
|
|
|
10,964,912 |
|
|
|
12,270,126 |
|
|
|
10,946,882 |
|
|
Diluted earnings per common share |
|
$ |
0.29 |
|
|
$ |
0.34 |
|
|
$ |
0.97 |
|
|
$ |
1.24 |
|
For the three-month period ended September 30, 2017 there were 2,426,565 dilutive shares related to the Company’s convertible preferred stock. For the nine-month period ended September 30, 2017 there were 2,455,008 dilutive shares related to the Company’s convertible preferred stock. For the three-month period ended September 30, 2016 there were 2,922,609 dilutive shares related to the Company’s convertible preferred stock. For the nine-month period ended September 30, 2016 there were 3,024,712 dilutive shares related to the Company’s convertible preferred stock. 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 September 30, 2017 and December 31, 2016:
|
|
|
Contract Amount |
|
|||||||||||||
|
|
|
September 30, 2017 |
|
|
December 31, 2016 |
|
||||||||||
|
|
|
Fixed Rate |
|
|
Variable Rate |
|
|
Fixed Rate |
|
|
Variable Rate |
|
||||
|
Commitment to extend credit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lines of credit and construction loans |
|
$ |
8,042 |
|
|
$ |
271,718 |
|
|
$ |
6,905 |
|
|
$ |
202,923 |
|
|
Overdraft protection |
|
|
6 |
|
|
|
32,223 |
|
|
|
5 |
|
|
|
29,075 |
|
|
Letters of credit |
|
|
624 |
|
|
|
317 |
|
|
|
600 |
|
|
|
349 |
|
|
|
|
$ |
8,672 |
|
|
$ |
304,258 |
|
|
$ |
7,510 |
|
|
$ |
232,347 |
|
Page 26
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 3.25% to 8.00% at September 30, 2017 and from 3.25% to 8.75% at December 31, 2016. Maturities extend up to 30 years.
Civista is required to maintain certain reserve balances on hand in accordance with the Federal Reserve Board requirements. The average reserve balance maintained in accordance with such requirements was $5,223 on September 30, 2017 and $2,887 on December 31, 2016.
(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 |
|
|
Nine months ended |
|
||||||||||
|
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
||||
|
Service cost |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
Interest cost |
|
|
171 |
|
|
|
170 |
|
|
|
509 |
|
|
|
509 |
|
|
Expected return on plan assets |
|
|
(283 |
) |
|
|
(274 |
) |
|
|
(844 |
) |
|
|
(821 |
) |
|
Other components |
|
|
426 |
|
|
|
83 |
|
|
|
946 |
|
|
|
249 |
|
|
Net periodic pension benefit |
|
$ |
314 |
|
|
$ |
(21 |
) |
|
$ |
611 |
|
|
$ |
(63 |
) |
The total amount of pension contributions expected to be paid by the Company in 2017 is $2,000. The Company contributed $500 in 2016.
(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 292,209 shares available for future grants under this plan at September 30, 2017.
During each of the last three years, 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 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 January 4, 2016, 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 2,730 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 2016 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $32.
On May 17, 2016, 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 12,285 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 2017 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $130.
On May 16, 2017, 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 6,804 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 2018 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $144.
Finally, on September 11, 2017, a newly appointed director of the Company’s banking subsidiary, Civista, was paid a retainer in the form of non-restricted common shares of the Company. The aggregate of 367 common shares was issued as payment of her retainer for her service on the Civista Board of Directors covering the period up to the 2018 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $8.
Page 27
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
No options had been granted under the 2014 Incentive Plan as of September 30, 2017 and 2016.
The Company classifies share-based compensation for employees with “Salaries, wages and benefits” in the consolidated statements of operations. Additionally, generally accepted accounting principles require the Company to report: (1) the expense associated with the grants as an adjustment to operating cash flows, and (2) any benefits of realized tax deductions in excess of previously recognized tax benefits on compensation expense as an operating cash flow.
The following is a summary of the status of the Company’s restricted shares and changes therein for the three- and nine-month periods ended September 30, 2017:
|
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
|
September 30, 2017 |
|
|
September 30, 2017 |
|
||||||||||
|
|
|
Number of Restricted Shares |
|
|
Weighted Average Grant Date Fair Value |
|
|
Number of Restricted Shares |
|
|
Weighted Average Grant Date Fair Value |
|
||||
|
Nonvested at beginning of period |
|
|
42,138 |
|
|
$ |
15.60 |
|
|
|
37,050 |
|
|
$ |
10.77 |
|
|
Granted |
|
|
— |
|
|
|
— |
|
|
|
17,898 |
|
|
|
22.15 |
|
|
Vested |
|
|
— |
|
|
|
— |
|
|
|
(12,810 |
) |
|
|
10.76 |
|
|
Forfeited |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Nonvested at September 30, 2017 |
|
|
42,138 |
|
|
$ |
15.60 |
|
|
|
42,138 |
|
|
$ |
15.60 |
|
The following is a summary of the status of the Company’s awarded restricted shares as of September 30, 2017:
|
At September 30, 2017 |
|
|||||||||||
|
Date of Award |
|
Shares |
|
|
Remaining Expense |
|
|
Remaining Vesting Period (Years) |
|
|||
|
March 17, 2015 |
|
|
16,699 |
|
|
$ |
9 |
|
|
|
0.25 |
|
|
March 11, 2016 |
|
|
15,748 |
|
|
|
41 |
|
|
|
1.25 |
|
|
March 20, 2017 |
|
|
11,713 |
|
|
|
126 |
|
|
|
2.25 |
|
|
January 15, 2016 |
|
|
10,260 |
|
|
|
72 |
|
|
|
3.25 |
|
|
March 20, 2017 |
|
|
6,185 |
|
|
|
119 |
|
|
|
4.25 |
|
|
|
|
|
60,605 |
|
|
$ |
367 |
|
|
|
2.93 |
|
During the nine months ended September 30, 2017, the Company recorded $225 of share-based compensation expense and $152 of director retainer fees for shares granted under the 2014 Incentive Plan. At September 30, 2017, the total compensation cost related to unvested awards not yet recognized is $367, which is expected to be recognized over the weighted average remaining life of the grants of 2.93 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’s equity securities are not actively traded in an open market. The fair values of these equity securities available for sale is determined by using market data inputs for similar securities that are observable (Level 2 inputs).
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 28
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 adjus t 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 loa n to the fair value of the collateral (less estimated selling costs) and the loan is included as a Level 3 measurement.
Other real estate owned: OREO is carried at the lower of cost or fair value, which is measured at the date of foreclosure. If the fair value of the collateral exceeds the carrying amount of the loan, no charge-off or adjustment is necessary, the loan is not considered to be carried at fair value, and is therefore not included in the table below. If the fair value of the collateral is less than the carrying amount of the loan, management will charge the loan down to its estimated realizable value. 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. In these cases, the properties are categorized in the below table as Level 3 measurements since these adjustments are considered to be unobservable inputs. Income and expenses from operations are included in other operating expenses. Further declines in the fair value of the collateral subsequent to foreclosure are included in net gain on sale of other real estate owned.
Assets measured at fair value are summarized below.
|
|
|
Fair Value Measurements at September 30, 2017 Using: |
|
|||||||||
|
Assets: |
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|||
|
Assets measured at fair value on a recurring basis: |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of U.S. Government agencies |
|
$ |
— |
|
|
$ |
31,063 |
|
|
$ |
— |
|
|
Obligations of states and political subdivisions |
|
|
— |
|
|
|
113,615 |
|
|
|
— |
|
|
Mortgage-backed securities in government sponsored entities |
|
|
— |
|
|
|
83,923 |
|
|
|
— |
|
|
Equity securities in financial institutions |
|
|
— |
|
|
|
818 |
|
|
|
— |
|
|
Swap asset |
|
|
— |
|
|
|
1,706 |
|
|
|
— |
|
|
Liabilities measured at fair value on a recurring basis: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap liability |
|
|
— |
|
|
|
1,706 |
|
|
|
— |
|
|
Assets measured at fair value on a nonrecurring basis: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,639 |
|
|
Other real estate owned |
|
|
— |
|
|
|
— |
|
|
|
27 |
|
|
|
|
Fair Value Measurements at December 31, 2016 Using: |
|
|||||||||
|
Assets: |
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|||
|
Assets measured at fair value on a recurring basis: |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of U.S. Government agencies |
|
$ |
— |
|
|
$ |
37,446 |
|
|
$ |
— |
|
|
Obligations of states and political subdivisions |
|
|
— |
|
|
|
94,998 |
|
|
|
— |
|
|
Mortgage-backed securities in government sponsored entities |
|
|
— |
|
|
|
62,642 |
|
|
|
— |
|
|
Equity securities in financial institutions |
|
|
— |
|
|
|
778 |
|
|
|
— |
|
|
Swap asset |
|
|
— |
|
|
|
1,839 |
|
|
|
— |
|
|
Liabilities measured at fair value on a recurring basis: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap liability |
|
|
— |
|
|
|
1,839 |
|
|
|
— |
|
|
Assets measured at fair value on a nonrecurring basis: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
952 |
|
|
Other real estate owned |
|
|
— |
|
|
|
— |
|
|
|
37 |
|
Page 29
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 September 30, 2017.
|
|
|
Quantitative Information about Level 3 Fair Value Measurements |
|
|||||||||||
|
September 30, 2017 |
|
Fair Value |
|
|
Valuation Technique |
|
Unobservable Input |
|
Range |
|
Weighted Average |
|
||
|
Impaired loans |
|
$ |
1,639 |
|
|
Appraisal of collateral |
|
Appraisal adjustments |
|
10% - 48% |
|
|
34% |
|
|
|
|
|
|
|
|
|
|
Liquidation expense |
|
0% - 10% |
|
|
4% |
|
|
|
|
|
|
|
|
|
|
Holding period |
|
0 - 30 months |
|
20 months |
|
|
|
Other real estate owned |
|
$ |
27 |
|
|
Appraisal of collateral |
|
Appraisal adjustments |
|
10% - 30% |
|
|
10% |
|
|
|
|
|
|
|
|
|
|
Liquidation expense |
|
0% - 10% |
|
|
10% |
|
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, 2016.
|
|
|
Quantitative Information about Level 3 Fair Value Measurements |
|
|||||||||||
|
December 31, 2016 |
|
Fair Value |
|
|
Valuation Technique |
|
Unobservable Input |
|
Range |
|
Weighted Average |
|
||
|
Impaired loans |
|
$ |
952 |
|
|
Appraisal of collateral |
|
Appraisal adjustments |
|
10% - 67% |
|
|
64% |
|
|
|
|
|
|
|
|
|
|
Liquidation expense |
|
0% - 10% |
|
|
4% |
|
|
|
|
|
|
|
|
|
|
Holding period |
|
0 - 30 months |
|
19 months |
|
|
|
Other real estate owned |
|
$ |
37 |
|
|
Appraisal of collateral |
|
Appraisal adjustments |
|
10% - 30% |
|
|
10% |
|
|
|
|
|
|
|
|
|
|
Liquidation expense |
|
0% - 10% |
|
|
10% |
|
The carrying amount and fair values of financial instruments are as follows:
|
September 30, 2017 |
|
Carrying Amount |
|
|
Total Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||||
|
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from financial institutions |
|
$ |
33,394 |
|
|
$ |
33,394 |
|
|
$ |
33,394 |
|
|
$ |
— |
|
|
$ |
— |
|
|
Securities available for sale |
|
|
229,419 |
|
|
|
229,419 |
|
|
|
— |
|
|
|
229,419 |
|
|
|
— |
|
|
Other securities |
|
|
14,247 |
|
|
|
14,247 |
|
|
|
14,247 |
|
|
|
— |
|
|
|
— |
|
|
Loans, held for sale |
|
|
4,662 |
|
|
|
4,662 |
|
|
|
4,662 |
|
|
|
— |
|
|
|
— |
|
|
Loans, net of allowance for loan losses |
|
|
1,129,046 |
|
|
|
1,130,083 |
|
|
|
— |
|
|
|
— |
|
|
|
1,130,083 |
|
|
Bank owned life insurance |
|
|
24,981 |
|
|
|
24,981 |
|
|
|
24,981 |
|
|
|
— |
|
|
|
— |
|
|
Accrued interest receivable |
|
|
4,999 |
|
|
|
4,999 |
|
|
|
4,999 |
|
|
|
— |
|
|
|
— |
|
|
Swap asset |
|
|
1,706 |
|
|
|
1,706 |
|
|
|
— |
|
|
|
1,706 |
|
|
|
— |
|
|
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonmaturing deposits |
|
|
947,262 |
|
|
|
947,262 |
|
|
|
947,262 |
|
|
|
— |
|
|
|
— |
|
|
Time deposits |
|
|
254,027 |
|
|
|
254,017 |
|
|
|
— |
|
|
|
— |
|
|
|
254,017 |
|
|
Short-term FHLB advances |
|
|
41,750 |
|
|
|
41,722 |
|
|
|
41,722 |
|
|
|
— |
|
|
|
— |
|
|
Long-term FHLB advances |
|
|
15,000 |
|
|
|
14,966 |
|
|
|
— |
|
|
|
— |
|
|
|
14,966 |
|
|
Securities sold under agreement to repurchase |
|
|
15,148 |
|
|
|
15,148 |
|
|
|
15,148 |
|
|
|
— |
|
|
|
— |
|
|
Subordinated debentures |
|
|
29,427 |
|
|
|
29,470 |
|
|
|
— |
|
|
|
— |
|
|
|
29,470 |
|
|
Accrued interest payable |
|
|
244 |
|
|
|
244 |
|
|
|
244 |
|
|
|
— |
|
|
|
— |
|
|
Swap liability |
|
|
1,706 |
|
|
|
1,706 |
|
|
|
— |
|
|
|
1,706 |
|
|
|
— |
|
Page 30
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
|
December 31, 2016 |
|
Carrying Amount |
|
|
Total Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||||
|
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from financial institutions |
|
$ |
36,695 |
|
|
$ |
36,695 |
|
|
$ |
36,695 |
|
|
$ |
— |
|
|
$ |
— |
|
|
Securities available for sale |
|
|
195,864 |
|
|
|
195,864 |
|
|
|
— |
|
|
|
195,864 |
|
|
|
— |
|
|
Loans, held for sale |
|
|
2,268 |
|
|
|
2,268 |
|
|
|
2,268 |
|
|
|
— |
|
|
|
— |
|
|
Loans, net of allowance for loan losses |
|
|
1,042,201 |
|
|
|
1,047,329 |
|
|
|
— |
|
|
|
— |
|
|
|
1,047,329 |
|
|
Other securities |
|
|
14,055 |
|
|
|
14,055 |
|
|
|
14,055 |
|
|
|
— |
|
|
|
— |
|
|
Bank owned life insurance |
|
|
24,552 |
|
|
|
24,552 |
|
|
|
24,552 |
|
|
|
— |
|
|
|
— |
|
|
Accrued interest receivable |
|
|
3,854 |
|
|
|
3,854 |
|
|
|
3,854 |
|
|
|
— |
|
|
|
— |
|
|
Swap asset |
|
|
1,839 |
|
|
|
1,839 |
|
|
|
— |
|
|
|
1,839 |
|
|
|
— |
|
|
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonmaturing deposits |
|
|
913,677 |
|
|
|
913,677 |
|
|
|
913,677 |
|
|
|
— |
|
|
|
— |
|
|
Time deposits |
|
|
207,426 |
|
|
|
207,784 |
|
|
|
— |
|
|
|
— |
|
|
|
207,784 |
|
|
Short-term FHLB advances |
|
|
31,000 |
|
|
|
31,007 |
|
|
|
31,007 |
|
|
|
— |
|
|
|
— |
|
|
Long-term FHLB advances |
|
|
17,500 |
|
|
|
17,553 |
|
|
|
— |
|
|
|
— |
|
|
|
17,553 |
|
|
Securities sold under agreement to repurchase |
|
|
28,925 |
|
|
|
28,925 |
|
|
|
28,925 |
|
|
|
— |
|
|
|
— |
|
|
Subordinated debentures |
|
|
29,427 |
|
|
|
27,414 |
|
|
|
— |
|
|
|
— |
|
|
|
27,414 |
|
|
Accrued interest payable |
|
|
181 |
|
|
|
181 |
|
|
|
181 |
|
|
|
— |
|
|
|
— |
|
|
Swap liability |
|
|
1,839 |
|
|
|
1,839 |
|
|
|
— |
|
|
|
1,839 |
|
|
|
— |
|
Cash and due from financial institutions: The carrying amounts for cash and due from financial institutions approximate fair value because they have original maturities of less than 90 days and do not present unanticipated credit concerns.
Securities available for sale: The fair value of securities 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 specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). For equity securities, management uses market information related to the value of similar institutions to determine the fair value (Level 2 inputs).
Other securities: The carrying value of regulatory stock approximates fair value based on applicable redemption provisions.
Loans, held-for-sale: Loans held for sale are priced individually at market rates on the day that the loan is locked for commitment to an investor. Because the holding period of such loans is typically short, the carrying value generally approximates the fair value at the time the commitment is received. All loans in the held-for-sale account conform to Fannie Mae underwriting guidelines, with specific intent of the loan being purchased by an investor at the predetermined rate structure.
Loans, net of allowance for loan losses: Fair values for loans, other than impaired, are estimated for portfolios of loans with similar financial characteristics. The fair value of performing loans has been estimated by discounting expected future cash flows of the underlying portfolios. The discount rates used in these calculations are generally derived from the treasury yield curve and are calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate inherent in the loan. The estimated maturity is based on the Company’s historical experience with repayments for each loan classification. Changes in these significant unobservable inputs used in discounted cash flow analysis, such as the discount rate or prepayment speeds, could lead to changes in the underlying fair value.
Bank owned life insurance: The carrying value of bank owned life insurance approximates the fair value based on applicable redemption provisions.
Accrued interest receivable and payable and securities sold under agreements to repurchase: The carrying amounts for accrued interest receivable, accrued interest payable and securities sold under agreements to repurchase approximate fair value because they are generally received or paid in 90 days or less and do not present unanticipated credit concerns.
Deposits: The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings and NOW accounts, and money market accounts, is equal to the amount payable on demand.
Page 31
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the market rates currently offered for deposits of similar remaining maturities.
The deposits’ fair value estimates do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market, commonly referred to as the core deposit intangible.
Federal Home Loan Bank (“FHLB”) advances: Rates available to the Company for borrowed funds with similar terms and remaining maturities are used to estimate the fair value of borrowed funds.
Subordinated debentures: The fair value of subordinated debentures is based on the discounted value of contractual cash flows of the underlying debt agreements. The discount rate is estimated using the current rate for the borrowing from the FHLB with the most similar terms.
Fair value swap asset and 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.
(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 September 30, 2017.
|
|
|
Notional Amount |
|
|
Weighted Average Rate Received/(Paid) |
|
|
Impact of a 1 basis point change in interest rates |
|
|
Repricing Frequency |
|||
|
Derivative Assets |
|
$ |
60,711 |
|
|
|
5.09 |
% |
|
$ |
35 |
|
|
Monthly |
|
Derivative Liabilities |
|
|
(60,711 |
) |
|
|
-5.09 |
% |
|
|
(35 |
) |
|
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, 2016.
|
|
|
Notional Amount |
|
|
Weighted Average Rate Received/(Paid) |
|
|
Impact of a 1 basis point change in interest rates |
|
|
Repricing Frequency |
|||
|
Derivative Assets |
|
$ |
52,975 |
|
|
|
5.07 |
% |
|
$ |
30 |
|
|
Monthly |
|
Derivative Liabilities |
|
|
(52,975 |
) |
|
|
-5.07 |
% |
|
|
(30 |
) |
|
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.
Page 32
Civista Bancshares, Inc.
Notes to Interim Consolidated Financial Statements (Unaudited)
Form 10-Q
(Amounts in thousands, except share data)
(15) Qualified Affordable Housing Project Investments
The Company invests in certain qualified affordable housing projects. At September 30, 2017 and December 31, 2016, the balance of the investment for qualified affordable housing projects was $3,079 and $2,754, 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 $4,741 and $2,313 at September 30, 2017 and December 31, 2016, respectively.
During the nine months ended September 30, 2017 and 2016, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $247 and $231, offset by tax credits and other benefits from its investment in affordable housing tax credits of $414 and $442, respectively. During the quarters ended September 30, 2017 and 2016, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $82 and $77, offset by tax credits and other benefits from its investment in affordable housing tax credits of $138 and $147, respectively. During the three and nine months ended September 30, 2017 and 2016, the Company did not incur impairment losses related to its investment in qualified affordable housing projects.
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)
Introduction
The following discussion focuses on the consolidated financial condition of the Company at September 30, 2017 compared to December 31, 2016, and the consolidated results of operations for the three- and nine-month period ended September 30, 2017, compared to the same period in 2016. 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 results 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, 2016. 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 September 30, 2017 were $1,496,088 compared to $1,377,263 at December 31, 2016, an increase of $118,825, or 8.6%. The increase in total assets was mainly attributable to increases in securities available for sale, loans held for sale and loans. Total liabilities at September 30, 2017 were $1,314,107 compared to $1,239,647 at December 31, 2016, an increase of $74,460, or 6.0%. The increase in total liabilities was mainly attributable to increases in total deposits and FHLB overnight advances offset by a decrease in securities sold under agreements to repurchase.
Loans outstanding as of September 30, 2017 and December 31, 2016 were as follows:
|
|
|
September 30, 2017 |
|
|
December 31, 2016 |
|
||
|
Commercial & Agriculture |
|
$ |
147,537 |
|
|
$ |
135,462 |
|
|
Commercial Real Estate—Owner Occupied |
|
|
167,678 |
|
|
|
161,364 |
|
|
Commercial Real Estate—Non-Owner Occupied |
|
|
424,430 |
|
|
|
395,931 |
|
|
Residential Real Estate |
|
|
267,839 |
|
|
|
247,308 |
|
|
Real Estate Construction |
|
|
77,978 |
|
|
|
56,293 |
|
|
Farm Real Estate |
|
|
38,966 |
|
|
|
41,170 |
|
|
Consumer and Other |
|
|
17,564 |
|
|
|
17,978 |
|
|
Total loans |
|
|
1,141,992 |
|
|
|
1,055,506 |
|
|
Allowance for loan losses |
|
|
(12,946 |
) |
|
|
(13,305 |
) |
|
Net loans |
|
$ |
1,129,046 |
|
|
$ |
1,042,201 |
|
Net loans have increased $86,845 or 8.3% since December 31, 2016. The Commercial & Agriculture, Commercial Real Estate – Owner Occupied, Commercial Real Estate – Non-Owner Occupied, Residential Real Estate and Real Estate Construction loan portfolios increased $12,075, $6,314, $28,499, $20,531 and $21,685, respectively, since December 31, 2016, while the Farm Real Estate and Consumer and Other loan portfolios decreased $2,204 and $414, respectively, since December 31, 2016.
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)
Loans held for sale have increased $2, 394 or 10 5 . 6 % since December 31, 2016, due to an increase in originations. At September 30, 2017, the net loan to deposit ratio was 9 4 . 0 % compared to 93.0% at December 31, 2016.
During the first nine months of 2017, there were no provisions made to the allowance for loan losses from earnings. During the first nine months of 2016, the Company received a payoff on a nonperforming loan. This particular loan had been analyzed previously and had been charged down based on a deterioration of real estate collateral values during the recent recession. As a result of the payoff of the loan, the Company recovered the charged down amount of approximately $1,303. The result of the transaction was a credit of $1,300 from the allowance for loan losses during the nine months of operations in 2016. Net charge-offs for the first nine months of 2017 totaled $359, compared to a net recovery of $390 in the first nine months of 2016. For the first nine months of 2017, the Company charged off a total of fifty-four loans. Twenty-four Real Estate Mortgage loans totaling $312, two Commercial and Agriculture loan totaling $11, four Commercial Real Estate – Owner Occupied loans totaling $301, one Commercial Real Estate – Non-Owner Occupied totaling $38 and twenty-three Consumer and Other loans totaling $135 were charged off in the first nine months of the year. In addition, during the first nine months of 2017, the Company had recoveries on previously charged-off Commercial and Agriculture loans of $134, Commercial Real Estate – Owner Occupied loans of $26, Commercial Real Estate – Non-Owner Occupied loans of $42, Real Estate Mortgage loans of $164, Real Estate Construction loans of $32, Farm Real Estate of $2 and Consumer and Other loans of $38. For each loan category, as well as in total, the percentage of net charge-offs to loans was less than one percent. Nonperforming loans increased by $624 since December 31, 2016, which was due to an increase in loans on nonaccrual status of $589 and an increase in loans past due 90 days and accruing of $35. 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. In addition, 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 1.13% at September 30, 2017 and 1.26% at December 31, 2016.
The available for sale security portfolio increased by $33,555, from $195,864 at December 31, 2016 to $229,419 at September 30, 2017. The increase in the available for sale security portfolio is due to the investment of the net proceeds from the public offering completed by the Company on February 24, 2017. 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 September 30, 2017, the Company was in compliance with all pledging requirements.
Premises and equipment, net, have decreased $232 from December 31, 2016 to September 30, 2017. The decrease is the result of new purchases of $755, offset by disposals, net of gains of $72, depreciation of $912 and the transfer of $3 of assets to premises and equipment held for sale.
Bank owned life insurance (BOLI) increased $429 from December 31, 2016 to September 30, 2017. The difference is the result of increases in the cash surrender value of the underlying insurance policies.
Total deposits as of September 30, 2017 and December 31, 2016 are as follows:
|
|
|
September 30, 2017 |
|
|
December 31, 2016 |
|
||
|
Noninterest-bearing demand |
|
$ |
357,539 |
|
|
$ |
345,588 |
|
|
Interest-bearing demand |
|
|
188,570 |
|
|
|
183,759 |
|
|
Savings and money market |
|
|
401,153 |
|
|
|
384,330 |
|
|
Time deposits |
|
|
254,027 |
|
|
|
207,426 |
|
|
Total Deposits |
|
$ |
1,201,289 |
|
|
$ |
1,121,103 |
|
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)
Total deposits at September 30, 2017 increased $ 80 , 186 from year-end 2016. Noninterest-bearing deposits increased $ 11 , 951 from year-end 2016, while interest-bearing deposits, including savings and time deposits, in creased $ 68 , 235 from December 31, 2016. The increase in noninterest-bearing deposits was primarily due to increase s in public fund deposits and cash balances remai ning related to the Company’s participation in a tax refund processing program . This increase is temporary as transactions are processed and is expected to return to levels more consistent with December 31, 2016 over the next quarter. The interest-bearing deposit in crease was mainly due to in creases in brokered deposits . The year-to-date average balance of total deposits increased $ 11,370 compared to the average balance of the same period in 2016 due to increases in demand deposits and savings and money mar ket accounts. The increase in average balance is due to increases of $ 18 , 086 in demand deposit accounts, $11, 867 in money market accounts, $ 6 , 332 in NOW accounts and $10, 264 in statement saving accounts, offset by decreases of $1 8 , 569 in time certificates, $ 5 , 953 in CDARS deposits and $ 9 , 177 in interest-bearing public funds.
FHLB advances increased $8,250 from December 31, 2016 to September 30, 2017. The increase is due to an increase in overnight funds of $10,750. In addition, on January 11, 2017, an FHLB advance in the amount of $2,500 matured. This advance had terms of one hundred and twenty months with a fixed rate of 4.25%. The advance was not replaced. Securities sold under agreements to repurchase, which tend to fluctuate, have decreased $13,777 from December 31, 2016 to September 30, 2017.
Shareholders’ equity at September 30, 2017 was $181,981, or 12.2% of total assets, compared to $137,616, or 10.0% of total assets, at December 31, 2016. The increase in the ratio of equity to total assets was the result of increases in total assets as well as shareholders’ equity. The increase in shareholders’ equity resulted primarily from the completion of the Company’s public offering of its common stock on February 24, 2017, which resulted in net proceeds of $32,821. Shareholders’ equity was also positively impacted by net income of $11,892, a decrease in the Company’s pension liability, net of tax, of $625, an increase in the fair value of securities available for sale, net of tax, of $1,315 and offset by dividends on preferred stock and common stock of $935 and $1,726, respectively. Total outstanding common shares at September 30, 2017 were 10,170,935. Total outstanding common shares at December 31, 2016 were 8,343,509. The increase in common shares outstanding is the result of a public offering of 1,610,000 shares completed on February 24, 2017, the conversion of 1,506 shares of the Company’s previously issued preferred shares into 192,568 common shares, the grant of 17,898 restricted common shares to certain officers under the Company’s 2014 Incentive Plan, the grant of 7,171 common shares to directors of the Company as a retainer for their service and the retirement of 211 common shares on September 22, 2017.
Results of Operations
Nine Months Ended September 30, 2017 and 2016
The Company had net income of $11,892 for the nine months ended September 30, 2017, a decrease of $1,694 from net income of $13,586 for the same nine months of 2016. Basic earnings per common share were $1.12 for the period ended September 30, 2017, compared to $1.57 for the same period in 2016. Diluted earnings per common share were $0.97 for the period ended September 30, 2017, compared to $1.24 for the same period in 2016. The primary reasons for the changes in net income are explained below.
Net interest income for the nine months ended September 30, 2017 was $39,939, an increase of $2,238 from $37,701 in the same nine months of 2016. Total interest income for the nine months ended September 30, 2017 was $42,755, an increase of $2,595 from $40,160 in the same nine months of 2016. Average earning assets increased 5.0% during the nine months ended September 30, 2017 as compared to the same period in 2016. Average loans, taxable securities, non-taxable securities and bank stocks for the first nine months of 2017 increased 7.3%, 4.4%, 14.4% and 4.2%, respectively, compared to the first nine months of last year. The increases were offset by a decrease in interest-bearing deposits in other banks. Interest-bearing deposits in other banks decreased mainly due to our tax refund processing program. The timing of cash inflows and outflows leads to large, but temporary, fluctuations in cash on deposit. The yield on the loan portfolio decreased 8 basis points for the first nine months of 2017 compared to the first nine months of last year. The yield on earning assets increased 6 basis points for the first nine months of 2017 compared to the first nine months of last year. Total interest expense for the nine months ended September 30, 2017 was $2,816, an increase of $357 from $2,459 in the same nine months of 2016. Interest expense on time deposits decreased $48 in the first nine months of 2017 compared to the same period in 2016. Average time deposits for the first nine months of 2017 decreased 11.9% compared to the first nine months of 2016. Interest expense on demand and savings accounts, FHLB borrowings and trust preferred securities increased $68, $222 and $116, respectively, in the first nine months of 2017 compared to the same period in 2016. The interest rate paid on FHLB borrowings during the first nine months of 2017 decreased 10 basis points as compared to the same period in 2016, while the average balance increased 84.9%. The interest rate paid on trust preferred securities during the first nine months of 2017 increased 53 basis points as compared to the same period in 2016. The Company’s net interest margin for the nine months ended September 30, 2017 was 3.93% compared to 3.89% for the period ended September 30, 2016.
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 presen ts the condensed average balance sheets for the nine months ended September 30, 2017 and 2016. 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 3 5 % tax rate for tax-exempt interest income. The average yield has been computed using the historical amortized cost average balance fo r available-for-sale securities.
|
|
|
Nine Months Ended September 30, |
|
|||||||||||||||||||||
|
|
|
2017 |
|
|
2016 |
|
||||||||||||||||||
|
Assets: |
|
Average balance |
|
|
Interest |
|
|
Yield/ rate* |
|
|
Average balance |
|
|
Interest |
|
|
Yield/ rate* |
|
||||||
|
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, including fees |
|
$ |
1,094,401 |
|
|
$ |
37,211 |
|
|
|
4.55 |
% |
|
$ |
1,019,793 |
|
|
$ |
35,311 |
|
|
|
4.63 |
% |
|
Taxable securities |
|
|
144,379 |
|
|
|
2,764 |
|
|
|
2.59 |
% |
|
|
138,374 |
|
|
|
2,494 |
|
|
|
2.45 |
% |
|
Tax-exempt securities |
|
|
86,713 |
|
|
|
2,307 |
|
|
|
5.65 |
% |
|
|
75,806 |
|
|
|
1,979 |
|
|
|
5.64 |
% |
|
Interest-bearing deposits in other banks |
|
|
78,576 |
|
|
|
473 |
|
|
|
0.80 |
% |
|
|
103,336 |
|
|
|
376 |
|
|
|
0.49 |
% |
|
Total interest-earning assets |
|
$ |
1,404,069 |
|
|
|
42,755 |
|
|
|
4.20 |
% |
|
$ |
1,337,309 |
|
|
|
40,160 |
|
|
|
4.14 |
% |
|
Noninterest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from financial institutions |
|
|
53,487 |
|
|
|
|
|
|
|
|
|
|
|
58,864 |
|
|
|
|
|
|
|
|
|
|
Premises and equipment, net |
|
|
18,084 |
|
|
|
|
|
|
|
|
|
|
|
16,860 |
|
|
|
|
|
|
|
|
|
|
Accrued interest receivable |
|
|
4,446 |
|
|
|
|
|
|
|
|
|
|
|
4,262 |
|
|
|
|
|
|
|
|
|
|
Intangible assets |
|
|
28,682 |
|
|
|
|
|
|
|
|
|
|
|
29,289 |
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
10,164 |
|
|
|
|
|
|
|
|
|
|
|
9,986 |
|
|
|
|
|
|
|
|
|
|
Bank owned life insurance |
|
|
24,747 |
|
|
|
|
|
|
|
|
|
|
|
23,111 |
|
|
|
|
|
|
|
|
|
|
Less allowance for loan losses |
|
|
(13,156 |
) |
|
|
|
|
|
|
|
|
|
|
(14,516 |
) |
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
1,530,523 |
|
|
|
|
|
|
|
|
|
|
$ |
1,465,165 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand and savings |
|
$ |
582,716 |
|
|
$ |
413 |
|
|
|
0.09 |
% |
|
$ |
564,743 |
|
|
$ |
345 |
|
|
|
0.08 |
% |
|
Time |
|
|
181,931 |
|
|
|
1,087 |
|
|
|
0.80 |
% |
|
|
206,620 |
|
|
|
1,135 |
|
|
|
0.73 |
% |
|
FHLB |
|
|
57,195 |
|
|
|
534 |
|
|
|
1.25 |
% |
|
|
30,933 |
|
|
|
312 |
|
|
|
1.35 |
% |
|
Federal funds purchased |
|
|
156 |
|
|
|
2 |
|
|
|
1.71 |
% |
|
|
155 |
|
|
|
1 |
|
|
|
0.86 |
% |
|
Subordinated debentures |
|
|
29,427 |
|
|
|
766 |
|
|
|
3.48 |
% |
|
|
29,427 |
|
|
|
650 |
|
|
|
2.95 |
% |
|
Repurchase Agreements |
|
|
18,597 |
|
|
|
14 |
|
|
|
0.10 |
% |
|
|
21,015 |
|
|
|
16 |
|
|
|
0.10 |
% |
|
Total interest-bearing liabilities |
|
$ |
870,022 |
|
|
|
2,816 |
|
|
|
0.43 |
% |
|
$ |
852,893 |
|
|
|
2,459 |
|
|
|
0.39 |
% |
|
Noninterest-bearing deposits |
|
|
478,137 |
|
|
|
|
|
|
|
|
|
|
|
460,051 |
|
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
12,881 |
|
|
|
|
|
|
|
|
|
|
|
20,211 |
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity |
|
|
169,483 |
|
|
|
|
|
|
|
|
|
|
|
132,010 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Equity |
|
$ |
1,530,523 |
|
|
|
|
|
|
|
|
|
|
$ |
1,465,165 |
|
|
|
|
|
|
|
|
|
|
Net interest income and interest rate spread |
|
|
|
|
|
$ |
39,939 |
|
|
|
3.77 |
% |
|
|
|
|
|
$ |
37,701 |
|
|
|
3.75 |
% |
|
Net interest margin |
|
|
|
|
|
|
|
|
|
|
3.93 |
% |
|
|
|
|
|
|
|
|
|
|
3.89 |
% |
*—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 comparin g 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 nine months ended September 30, 2017 and 2016. The table is presented on a fully ta x-equivalent basis.
|
|
|
Increase (decrease) due to: |
|
|||||||||
|
|
|
Volume (1) |
|
|
Rate (1) |
|
|
Net |
|
|||
|
|
|
(Dollars in thousands) |
|
|||||||||
|
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, including fees |
|
$ |
2,546 |
|
|
$ |
(646 |
) |
|
$ |
1,900 |
|
|
Taxable securities |
|
|
133 |
|
|
|
137 |
|
|
|
270 |
|
|
Tax-exempt securities |
|
|
356 |
|
|
|
(28 |
) |
|
|
328 |
|
|
Interest-bearing deposits in other banks |
|
|
(106 |
) |
|
|
203 |
|
|
|
97 |
|
|
Total interest income |
|
$ |
2,929 |
|
|
$ |
(334 |
) |
|
$ |
2,595 |
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand and savings |
|
$ |
11 |
|
|
$ |
57 |
|
|
$ |
68 |
|
|
Time |
|
|
(142 |
) |
|
|
94 |
|
|
|
(48 |
) |
|
FHLB |
|
|
247 |
|
|
|
(25 |
) |
|
|
222 |
|
|
Federal funds purchased |
|
|
— |
|
|
|
1 |
|
|
|
1 |
|
|
Subordinated debentures |
|
|
— |
|
|
|
116 |
|
|
|
116 |
|
|
Repurchase agreements |
|
|
(2 |
) |
|
|
— |
|
|
|
(2 |
) |
|
Total interest expense |
|
$ |
114 |
|
|
$ |
243 |
|
|
$ |
357 |
|
|
Net interest income |
|
$ |
2,815 |
|
|
$ |
(577 |
) |
|
$ |
2,238 |
|
|
(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. No provision for loan losses was provided during the nine months ended September 30, 2017. During the first nine months of 2016, the Company received a payoff on a nonperforming loan. This particular loan had been analyzed previously and had been charged down based on a deterioration of real estate collateral values during the recent recession. As a result of the payoff of the loan, the Company recovered the charged-down amount of approximately $1,303. The result of the transaction was a reversal of $1,300 from the allowance for loan losses during the nine months of operations in 2016.
Noninterest income for the nine-month periods ended September 30, 2017 and 2016 are as follows:
|
|
|
Nine months ended September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
Service charges |
|
$ |
3,609 |
|
|
$ |
3,714 |
|
|
Net gain on sale of securities |
|
|
(9 |
) |
|
|
20 |
|
|
Net gain on sale of loans |
|
|
1,207 |
|
|
|
1,341 |
|
|
ATM fees |
|
|
1,643 |
|
|
|
1,584 |
|
|
Wealth management fees |
|
|
2,233 |
|
|
|
1,989 |
|
|
Bank owned life insurance |
|
|
429 |
|
|
|
415 |
|
|
Tax refund processing fees |
|
|
2,750 |
|
|
|
2,750 |
|
|
Other |
|
|
842 |
|
|
|
1,176 |
|
|
Total noninterest income |
|
$ |
12,704 |
|
|
$ |
12,989 |
|
Noninterest income for the nine months ended September 30, 2017 was $12,704, a decrease of $285 or 2.2% from $12,989 for the same period of 2016. The primary reasons for the decrease follow.
Service charge fee income for the period ended September 30, 2017 was $3,609, down $105 or 2.8% over the same period of 2016. The decrease is primarily due to decreases in business service charges and overdraft charges.
Gain on sale of loans decreased $134 during the first nine months of 2017 compared to the same period of 2016. The decrease is due to a decrease in the premium on loans sold. The decrease in the premium was offset by an increase in the volume of loans sold during the first nine months of 2017. Volume was $53,091, up $1,860 or 3.6% as compared to the same period in 2016.
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)
Wealth management fee income is comprised of fees earned from the management and administration of trusts and other customer assets. These fees are largely based upon the market value of the assets that we manage and the fee rate charged to customers. Wealth management fee income increased $ 244 or 1 2 . 3 % during the first nine months of 2017 compared to the same period in 2016. The increase is mainly related to increases in a ssets under management and market conditions compared to the same period in 2016.
The Company processes state and federal income tax refund payments for customers of third-party income tax preparation vendors. The third-party vendors pay us a fee for processing the payments. Tax refund processing fees were $2,750 during the first nine months of 2017 and 2016. This fee income is seasonal in nature, the majority of which is received in the first quarter of the year.
Other income decreased $334 during the first nine months of 2017 compared to the same period of 2016. The decrease is mainly due to decreases in swap related income and gain/loss on sale of OREO properties during the first nine months of 2017 as compared to the same period in 2016.
Noninterest expense for the nine-month periods ended September 30, 2017 and 2016 are as follows:
|
|
|
Nine months ended September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
Salaries, Wages and benefits |
|
$ |
21,684 |
|
|
$ |
19,053 |
|
|
Net occupancy expense |
|
|
2,002 |
|
|
|
2,009 |
|
|
Equipment expense |
|
|
1,097 |
|
|
|
1,158 |
|
|
Contracted data processing |
|
|
1,174 |
|
|
|
1,147 |
|
|
FDIC assessment |
|
|
414 |
|
|
|
597 |
|
|
State franchise tax |
|
|
767 |
|
|
|
709 |
|
|
Professional services |
|
|
1,718 |
|
|
|
1,450 |
|
|
Amortization of intangible assets |
|
|
483 |
|
|
|
527 |
|
|
ATM expense |
|
|
700 |
|
|
|
379 |
|
|
Marketing |
|
|
768 |
|
|
|
810 |
|
|
Other |
|
|
5,410 |
|
|
|
5,314 |
|
|
Total noninterest expense |
|
$ |
36,217 |
|
|
$ |
33,153 |
|
Noninterest expense for the nine months ended September 30, 2017 was $36,217, an increase of $3,064, from $33,153 reported for the same period of 2016. The primary reasons for the increase follow.
Salaries, wages and benefits were $21,684, up $2,631 or 13.8% as compared to the same period of 2016. These increases are mainly due to an increase in payroll and payroll related expenses resulting from an increase in full time equivalent (FTE) employees and annual pay increases. FTE employees increased 13.7, to 347 FTE, as compared to the same period of 2016. In addition, incentive based costs, higher employee insurance costs and pension costs increased, as compared to the same period of 2016.
FDIC assessments were $414, down $183 or 30.7% compared to the same period in 2016. The year-over-year decrease is the result of a new lower assessment rate schedule that became effective in 2016.
State franchise taxes were $767, up $58 or 8.2% compared to the same period in 2016. The year-over-year increase was attributable to an increase in the Company’s equity capital, on which the Ohio financial institutions tax is based.
Professional services costs increased $268, or 18.5% from the same period of 2016. The year-over-year increase was attributable to recruitment activities, facilities management and professional services to analyze workflow systems and recommend process improvements.
ATM costs were $700, up $321 or 84.7% compared to the same period in 2016. The increase is primarily due to vendor credits that expired in the second quarter of 2016, expenses incurred with the Company’s debit card program conversion, increased cardholder usage and ATM card related expenses.
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)
Income tax expense for the nine months ended September 30, 2017 totaled $ 4 , 534 , down $7 17 compared to the same period in 2016. The effective tax rates for the nine -month periods ended September 30, 2017 and September 30, 2016 were 2 7 . 6 % and 2 7 . 9 %, 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 muni cipal investments and loans, low income housing tax credits and bank owned life insurance income.
Three Months Ended September 30, 2017 and 2016
The Company had net income of $3,660 for the three months ended September 30, 2017, a decrease of $20 from net income of $3,680 for the same three months of 2016. Basic earnings per common share were $0.33 for the quarter ended September 30, 2017, compared to $0.41 for the same period in 2016. Diluted earnings per common share were $0.29 for the quarter ended September 30, 2017, compared to $0.34 for the same period in 2016. The primary reasons for the changes in net income are explained below.
Net interest income for the three months ended September 30, 2017 was $13,680, an increase of $1,154 from $12,526 in the same three months of 2016. Total interest income for the three months ended September 30, 2017 was $14,836, an increase of $1,466 from $13,370 in the same three months of 2016. Average earning assets increased 8.3% during the quarter ended September 30, 2017 as compared to the same period in 2016. Average loans, taxable securities, non-taxable securities and bank stocks for the third quarter of 2017 increased 7.6%, 9.6%, 20.2% and 3.6%, respectively, compared to the third quarter of last year. The increases were partially offset by a decrease in interest-bearing deposits in other banks. The yield on the loan portfolio increased 9 basis points for the third quarter of 2017 compared to the third quarter of last year. The yield on earning assets increased 10 basis points for the third quarter of 2017 compared to the third quarter of last year. Total interest expense for the three months ended September 30, 2017 was $1,156, an increase of $312 from $844 in the same three months of 2016. Interest expense on time deposits increased $59 in the third quarter of 2017 compared to the same period in 2016. Average time deposits for the third quarter of 2017 decreased 6.5% compared to the same period in 2016. Interest expense on savings and money market accounts, FHLB borrowings and trust preferred securities increased $44, $165 and $47, respectively, in the third quarter of 2017 compared to the same period in 2016. The interest rate paid on FHLB borrowings during the third quarter of 2017 increased 4 basis points as compared to the same period in 2016, while the average balance increased 140.6%. The interest rate paid on trust preferred securities during the third quarter of 2017 increased 62 basis points as compared to the same period in 2016. The Company’s net interest margin for the three months ended September 30, 2017 and 2016 was 4.08% and 4.06%, respectively.
Page 40
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 September 30, 2017 and 2016. The daily averag e 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 compute d using a 3 5 % 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 September 30, |
|
|||||||||||||||||||||
|
|
|
2017 |
|
|
2016 |
|
||||||||||||||||||
|
Assets: |
|
Average balance |
|
|
Interest |
|
|
Yield/rate* |
|
|
Average balance |
|
|
Interest |
|
|
Yield/rate* |
|
||||||
|
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, including fees |
|
$ |
1,122,131 |
|
|
$ |
13,022 |
|
|
|
4.60 |
% |
|
$ |
1,042,721 |
|
|
$ |
11,824 |
|
|
|
4.51 |
% |
|
Taxable securities |
|
|
150,534 |
|
|
|
977 |
|
|
|
2.61 |
% |
|
|
138,092 |
|
|
|
872 |
|
|
|
2.56 |
% |
|
Tax-exempt securities |
|
|
93,022 |
|
|
|
812 |
|
|
|
5.53 |
% |
|
|
77,378 |
|
|
|
664 |
|
|
|
5.56 |
% |
|
Interest-bearing deposits in other banks |
|
|
11,450 |
|
|
|
25 |
|
|
|
0.87 |
% |
|
|
12,878 |
|
|
|
10 |
|
|
|
0.31 |
% |
|
Total interest-earning assets |
|
$ |
1,377,137 |
|
|
|
14,836 |
|
|
|
4.42 |
% |
|
$ |
1,271,069 |
|
|
|
13,370 |
|
|
|
4.32 |
% |
|
Noninterest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from financial institutions |
|
|
24,652 |
|
|
|
|
|
|
|
|
|
|
|
24,591 |
|
|
|
|
|
|
|
|
|
|
Premises and equipment, net |
|
|
18,000 |
|
|
|
|
|
|
|
|
|
|
|
16,975 |
|
|
|
|
|
|
|
|
|
|
Accrued interest receivable |
|
|
4,460 |
|
|
|
|
|
|
|
|
|
|
|
4,134 |
|
|
|
|
|
|
|
|
|
|
Intangible assets |
|
|
28,541 |
|
|
|
|
|
|
|
|
|
|
|
29,136 |
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
10,352 |
|
|
|
|
|
|
|
|
|
|
|
10,196 |
|
|
|
|
|
|
|
|
|
|
Bank owned life insurance |
|
|
24,889 |
|
|
|
|
|
|
|
|
|
|
|
24,308 |
|
|
|
|
|
|
|
|
|
|
Less allowance for loan losses |
|
|
(12,988 |
) |
|
|
|
|
|
|
|
|
|
|
(14,424 |
) |
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
1,475,043 |
|
|
|
|
|
|
|
|
|
|
$ |
1,365,985 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand and savings |
|
$ |
594,088 |
|
|
$ |
160 |
|
|
|
0.11 |
% |
|
$ |
574,322 |
|
|
$ |
118 |
|
|
|
0.08 |
% |
|
Time |
|
|
194,364 |
|
|
|
447 |
|
|
|
0.91 |
% |
|
|
207,947 |
|
|
|
388 |
|
|
|
0.74 |
% |
|
FHLB |
|
|
85,840 |
|
|
|
276 |
|
|
|
1.28 |
% |
|
|
35,673 |
|
|
|
111 |
|
|
|
1.24 |
% |
|
Federal funds purchased |
|
|
462 |
|
|
|
2 |
|
|
|
1.72 |
% |
|
|
462 |
|
|
|
1 |
|
|
|
0.86 |
% |
|
Subordinated debentures |
|
|
29,427 |
|
|
|
268 |
|
|
|
3.61 |
% |
|
|
29,427 |
|
|
|
221 |
|
|
|
2.99 |
% |
|
Repurchase Agreements |
|
|
14,328 |
|
|
|
3 |
|
|
|
0.08 |
% |
|
|
18,827 |
|
|
|
5 |
|
|
|
0.11 |
% |
|
Total interest-bearing liabilities |
|
$ |
918,509 |
|
|
|
1,156 |
|
|
|
0.50 |
% |
|
$ |
866,658 |
|
|
|
844 |
|
|
|
0.39 |
% |
|
Noninterest-bearing deposits |
|
|
363,783 |
|
|
|
|
|
|
|
|
|
|
|
347,912 |
|
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
12,826 |
|
|
|
|
|
|
|
|
|
|
|
14,678 |
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity |
|
|
179,925 |
|
|
|
|
|
|
|
|
|
|
|
136,737 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Equity |
|
$ |
1,475,043 |
|
|
|
|
|
|
|
|
|
|
$ |
1,365,985 |
|
|
|
|
|
|
|
|
|
|
Net interest income and interest rate spread |
|
|
|
|
|
$ |
13,680 |
|
|
|
3.91 |
% |
|
|
|
|
|
$ |
12,526 |
|
|
|
3.93 |
% |
|
Net interest margin |
|
|
|
|
|
|
|
|
|
|
4.08 |
% |
|
|
|
|
|
|
|
|
|
|
4.06 |
% |
*—All yields and costs are presented on an annualized basis
Page 41
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 September 30 , 2017 and 2016. 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 |
|
$ |
917 |
|
|
$ |
281 |
|
|
$ |
1,198 |
|
|
Taxable securities |
|
|
88 |
|
|
|
17 |
|
|
|
105 |
|
|
Tax-exempt securities |
|
|
160 |
|
|
|
(12 |
) |
|
|
148 |
|
|
Interest-bearing deposits in other banks |
|
|
(1 |
) |
|
|
16 |
|
|
|
15 |
|
|
Total interest income |
|
$ |
1,164 |
|
|
$ |
302 |
|
|
$ |
1,466 |
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand and savings |
|
$ |
4 |
|
|
$ |
38 |
|
|
$ |
42 |
|
|
Time |
|
|
(27 |
) |
|
|
86 |
|
|
|
59 |
|
|
FHLB |
|
|
161 |
|
|
|
4 |
|
|
|
165 |
|
|
Federal funds purchased |
|
|
— |
|
|
|
1 |
|
|
|
1 |
|
|
Subordinated debentures |
|
|
— |
|
|
|
47 |
|
|
|
47 |
|
|
Repurchase agreements |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(2 |
) |
|
Total interest expense |
|
$ |
137 |
|
|
$ |
175 |
|
|
$ |
312 |
|
|
Net interest income |
|
$ |
1,027 |
|
|
$ |
127 |
|
|
$ |
1,154 |
|
|
(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 September 30, 2017 and September 30, 2016, no provision for loan losses was provided.
Noninterest income for the three-month periods ended September 30, 2017 and 2016 are as follows:
|
|
|
Three months ended September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
Service charges |
|
$ |
1,177 |
|
|
$ |
1,194 |
|
|
Net gain on sale of securities |
|
|
(9 |
) |
|
|
18 |
|
|
Net gain on sale of loans |
|
|
472 |
|
|
|
541 |
|
|
ATM fees |
|
|
567 |
|
|
|
541 |
|
|
Wealth management fees |
|
|
787 |
|
|
|
688 |
|
|
Bank owned life insurance |
|
|
142 |
|
|
|
149 |
|
|
Other |
|
|
329 |
|
|
|
522 |
|
|
Total noninterest income |
|
$ |
3,465 |
|
|
$ |
3,653 |
|
Noninterest income for the three months ended September 30, 2017 was $3,465, a decrease of $188 or 5.1% from $3,653 for the same period of 2016. The primary reasons for the increase follow.
Gain on sale of loans decreased $69 or 12.8% during the third quarter of 2017 compared to the same period of 2016. The decrease is due to a decrease in the premium on loans sold. The decrease in the premium was offset by an increase in the volume of loans sold during the third quarter of 2017. Volume was $22,153, up $629 or 2.9% as compared to the same period in 2016.
Page 42
Civista Bancshares, Inc.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
Wealth management fee income is comprised of fees earned from the management and administration of trusts and other customer assets. These fees are largely based upon the market value of the assets that we manage and the fee rate charged to customers. Wealth management fee income inc reased $ 99 or 1 4 . 4 % during the third quarter of 2017 compared to the same period in 2016. The increase is mainly related to increases in assets under management and market conditions compared to the same period in 2016.
Other income decreased $193 during the third quarter of 2017 compared to the same period of 2016. The decrease is mainly due to decreases in swap related income and gain/loss on sale of OREO properties during the third quarter of 2017 as compared to the same period in 2016.
Noninterest expense for the three-month periods ended September 30, 2017 and 2016 are as follows:
|
|
|
Three months ended September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
Salaries, Wages and benefits |
|
$ |
7,389 |
|
|
$ |
6,375 |
|
|
Net occupancy expense |
|
|
690 |
|
|
|
708 |
|
|
Equipment expense |
|
|
350 |
|
|
|
494 |
|
|
Contracted data processing |
|
|
357 |
|
|
|
397 |
|
|
FDIC assessment |
|
|
115 |
|
|
|
166 |
|
|
State franchise tax |
|
|
255 |
|
|
|
251 |
|
|
Professional services |
|
|
534 |
|
|
|
431 |
|
|
Amortization of intangible assets |
|
|
158 |
|
|
|
172 |
|
|
ATM expense |
|
|
233 |
|
|
|
183 |
|
|
Marketing |
|
|
240 |
|
|
|
249 |
|
|
Other |
|
|
1,846 |
|
|
|
1,769 |
|
|
Total noninterest expense |
|
$ |
12,167 |
|
|
$ |
11,195 |
|
Noninterest expense for the three months ended September 30, 2017 was $12,167, an increase of $972, or 8.7%, from $11,195 reported for the same period of 2016. The primary reasons for the increase follow.
Salaries, wages and benefits were $7,389, up $1,014 or 15.9% as compared to the same period of 2016. These increases are mainly due to an increase in payroll and payroll related expenses due to an increase in full time equivalent (FTE) employees and annual pay increases. FTE employees increased 14.6, to 353.7 FTE, as compared to the same period of 2016. In addition, incentive based costs, employee insurance costs and pension costs increased, as compared to the same period of 2016.
Equipment expenses were $350, down $144 or 29.1% compared to the same period in 2016. The quarter-over-quarter increase was attributable to lower repair and maintenance expense during the third quarter of 2017 as compared to the same period.
FDIC assessments were $115, down $51 or 30.7% compared to the same period in 2016. The quarter-over-quarter decrease is the result of a new lower assessment rate schedule that became effective in 2016.
Professional services costs increased $103, or 23.9% from the same period of 2016. The quarter-over-quarter increase was attributable to recruitment activities, facilities management and professional services to analyze workflow systems and recommend process improvements.
ATM costs were $233, up $50 or 27.3% compared to the same period in 2016. The increase is primarily due to increases in cardholder usage and ATM card expenses during the third quarter of 2017.
Income tax expense for the three months ended September 30, 2017 totaled $1,318, up $14 compared to the same period in 2016. The effective tax rates for the three-month periods ended September 30, 2017 and September 30, 2016 were 26.5% and 26.2%, 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.
Capital Resources
Shareholders’ equity totaled $181,981 at September 30, 2017 compared to $137,616 at December 31, 2016. The increase in shareholders’ equity resulted primarily from the completion of the Company’s public offering of its common stock on February 24, 2017, which resulted in net proceeds of $32,821. Shareholders’ equity was also positively impacted by net income of $11,892, a $625 net decrease in the Company’s pension
Page 43
Civista Bancshares, Inc.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Form 10-Q
(Amounts in thousands, except share data)
liability and an increase in the fair value of securities available for sale, net of tax, of $1, 315 , which was offset by dividends on preferred stock and common stock of $ 935 and $1, 726 , respectively.
All of the Company’s capital ratios exceeded the regulatory minimum guidelines as of September 30, 2017 and December 31, 2016 as identified in the following table:
|
|
|
Total Risk Based Capital |
|
|
Tier I Risk Based Capital |
|
|
CET1 Risk Based Capital |
|
|
Leverage Ratio |
|
||||
|
Company Ratios—September 30, 2017 |
|
|
16.6 |
% |
|
|
15.5 |
% |
|
|
11.6 |
% |
|
|
12.7 |
% |
|
Company Ratios—December 31, 2016 |
|
|
14.2 |
% |
|
|
13.0 |
% |
|
|
8.6 |
% |
|
|
10.6 |
% |
|
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 $0.06 per common share on February 1, 2017, on May 1, 2017 and on August 1, 2017. In 2016, the Company paid a cash dividend of $0.05 per common share on February 1, 2016 and on May 1, 2016 and paid a cash dividend of $0.06 per common share on August 1, 2016. The Company also paid a 6.50% cash dividend on its Series B preferred shares in the amount of approximately $319 on March 15, 2017 and approximately $308 on June 15, 2017 and on September 15, 2017. In 2016, the Company paid a 6.50% cash dividend on its Series B preferred shares in the amount of approximately $391 on March 15, 2016 and on June 15, 2016 and approximately $374 on September 15, 2016.
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 $5,108, or 2.2% of the total security portfolio at September 30, 2017. 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 $11,821 and $11,318 for the nine months ended September 30, 2017 and 2016, 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 used for investing activities was $119,937 and $53,828 for the nine months ended September 30, 2017 and 2016, respectively, principally reflecting our loan and investment security activities. Cash provided by deposits, borrowings and net proceeds from our common equity offering comprised most of our financing activities, which resulted in net cash provided of $104,815 and $40,178 for the nine months ended September 30, 2017 and 2016, 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 September 30, 2017, Civista had total credit availability with the FHLB of $355,367 with standby letters of credit totaling $19,600 and a remaining borrowing capacity of approximately $279,017. In addition, Civista Bancshares, Inc. maintains a credit line totaling $7,500.
Page 44
Civista Bancshares, Inc.
Quantitative and Qualitative Disclosures About Market Risk
Form 10-Q
(Amounts in thousands, except share data)
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 Company, 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 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 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.
Page 45
Civista Bancshares, Inc.
Quantitative and Qualitative Disclosures About Market Risk
Form 10-Q
(Amounts in thousands, except share data)
The following table provides inf ormation about the Company’s financial instruments that were sensitive to changes in interest rates as of December 31, 2016 and September 30, 2017, 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 September 30, 2017 and December 31, 2016.
The Company had derivative financial instruments as of December 31, 2016 and September 30, 2017. 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 |
|
|||||||||||||||||||||||
|
|
|
September 30, 2017 |
|
|
December 31, 2016 |
|
||||||||||||||||||
|
Change in Rates |
|
Dollar Amount |
|
|
Dollar Change |
|
|
Percent Change |
|
|
Dollar Amount |
|
|
Dollar Change |
|
|
Percent Change |
|
||||||
|
+200bp |
|
|
257,937 |
|
|
|
34,479 |
|
|
|
15 |
% |
|
|
229,366 |
|
|
|
31,559 |
|
|
|
16 |
% |
|
+100bp |
|
|
246,494 |
|
|
|
23,036 |
|
|
|
10 |
% |
|
|
219,008 |
|
|
|
21,201 |
|
|
|
11 |
% |
|
Base |
|
|
223,458 |
|
|
|
— |
|
|
|
— |
|
|
|
197,807 |
|
|
|
— |
|
|
|
— |
|
|
-100bp |
|
|
221,782 |
|
|
|
(1,676 |
) |
|
|
-1 |
% |
|
|
186,624 |
|
|
|
(11,183 |
) |
|
|
-6 |
% |
The change in net portfolio value from December 31, 2016 to September 30, 2017, can be attributed to two factors. While the yield curve has flattened from the end of the year, both the volume and mix of assets and funding sources has changed. Cash, as it relates to the tax refund processing program, has decreased while the volume of loans and securities have both increased. This change in the mix of assets tends to increase volatility. The funding volume and mix has shifted from borrowed money to deposits and CDs, which tends to increase volatility. The increased volume of loans and securities led to the increase in the base. 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 faster decrease in the fair value of liabilities, compared to assets. Accordingly we would see an increase in the net portfolio value. However, a downward change in rates would lead to a decrease in the net portfolio value as the fair value of liabilities would increase more quickly than the fair value of assets.
Page 46
Civista Bancshares, Inc.
Controls and Procedures
Form 10-Q
(Amounts in thousands, except share data)
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 September 30, 2017, 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 47
Other Information
Form 10-Q
There were no new material legal proceedings or material changes to existing legal proceedings during the current period.
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, 2016.
None
None
Not applicable
None
|
101 |
The following materials from Civista Bancshares Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, formatted in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of September 30, 2017 (Unaudited) and December 31, 2016; (ii) Consolidated Statements of Income (Unaudited) for the three and nine months ended September 30, 2017 and 2016; (iii) Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended September 30, 2017 and 2016; (iv) Condensed Consolidated Statement of Shareholders’ Equity (Unaudited) for the nine months ended September 30, 2017; (v) Condensed Consolidated Statement of Cash Flows (Unaudited) for the nine months ended September 30, 2017 and 2016; and (vi) Notes to Interim Consolidated Financial Statements (Unaudited) |
Page 48
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/ James O. Miller |
|
November 8, 2017 |
|
James O. Miller |
|
Date |
|
President, Chief Executive Officer |
|
|
|
|
|
|
|
/s/ Todd A. Michel |
|
November 8, 2017 |
|
Todd A. Michel |
|
Date |
|
Senior Vice President, Controller |
|
|
Page 49
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|