CIVISTA BANCSHARES INC
For the period ended Dec 31, 2024. Filed Mar 10, 2025.
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FY2024 · Filed Mar 10, 2025
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Notes to Consolidated Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the accounting policies adopted by Civista Bancshares, Inc., which have a significant effect on the Consolidated Financial Statements.
Nature of Operations and Principles of Consolidation: The Consolidated Financial Statements include the accounts of Civista Bancshares, Inc. (“CBI”) and its wholly-owned direct and indirect subsidiaries: Civista Bank (“Civista”), First Citizens Insurance Agency, Inc. (“FCIA”), Water Street Properties, Inc. (“WSP”), CIVB Risk Management, Inc. (“CRMI”), and First Citizens Investments, Inc. (“FCI”). The above companies together are sometimes referred to as the “Company”. Intercompany balances and transactions are eliminated in consolidation.
Civista provides financial services through its offices in the Ohio counties of Erie, Crawford, Champaign, Cuyahoga, Franklin, Logan, Summit, Huron, Ottawa, Madison, Montgomery, Henry, Wood and Richland, in the Indiana counties of Dearborn and Ripley and in the Kentucky county of Kenton. Its primary deposit products are checking, savings, and term certificate accounts, and its primary lending products are residential mortgage, commercial, and installment loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets and commercial and residential real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. There are no significant concentrations of loans to any one industry or customer. However, our customers’ ability to repay their loans is dependent on the real estate and general economic conditions in the area. Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions.
Civista Leasing and Finance ("CLF"), formerly known as Vision Financial Group, Inc. ("VFG") was acquired in the fourth quarter of 2022 as a wholly owned subsidiary of Civista. Effective as of August 31, 2023, VFG was merged with and into Civista, and CLF is now operated as a full-service general equipment leasing and financing division of Civista. The operations of CLF are located in Pittsburgh, Pennsylvania.
FCIA was formed to allow the Company to participate in commission revenue generated through its third party insurance agreement. Insurance commission revenue was less than 1% of total revenue for each of the years ended December 31, 2024, 2023 and 2022. WSP was formed to hold repossessed assets of CBI’s subsidiaries. WSP revenue was less than 1% of total revenue for each of the years ended December 31, 2024, 2023 and 2022. CRMI was formed in 2017 to provide property and casualty insurance coverage to CBI and its subsidiaries for which insurance may not be currently available or economically feasible in the insurance marketplace. CRMI revenue was less than 1% of total revenue for each of the years ended December 31, 2024, 2023 and 2022. FCI is wholly-owned by Civista and holds and manages its securities portfolio. The operations of FCI are located in Wilmington, Delaware.
Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for credit losses, determination of goodwill impairment, and fair value measurements of financial instruments are considered material estimates that are particularly susceptible to significant change in the near term.
Cash Flows: Cash and cash equivalents include cash on hand and demand deposits with financial institutions with original maturities of less than 90 days. Net cash flows are reported for customer loan and deposit transactions, interest bearing deposits in other financial institutions, federal funds purchased, short-term borrowings and repurchase agreements. The Company routinely maintains balances that exceed FDIC insured limits but believes the risk of loss is very low with respect to such deposits.
Investments in time deposits: Investments in time deposits include certificates of deposit held in other financial institutions that mature over the next two years and are carried at cost.
Securities available for sale: Debt securities are classified as available for sale when they might be sold before maturity. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax.
Interest income includes amortization of purchase premium and accretion of discount. Discounts are accreted into interest income over the estimated life of the related security and premiums are amortized into income to the earlier of the call date or estimated life of the related security using the level yield method without anticipated prepayments, except for mortgage backed securities where prepayments are anticipated. Realized gains and losses on sales of securities, which are reported in net gain on sale of securities on the Consolidated Statements of Operations, are recognized on the trade date and determined using the specific identification method.
Equity securities: Equity securities are held at fair value. Holding gains and losses are recorded as noninterest income and reported in net gain (loss) on equity securities in the Consolidated Statements of Operations. Dividends are recognized as income when earned.
Loans Held for Sale: Mortgage loans originated and intended for sale in the secondary market and loans that management no longer intends to hold for the foreseeable future, are carried at the lower of aggregate cost or fair value, as determined by outstanding commitments from investors. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings. Mortgage loans held for sale are generally sold with servicing rights retained. Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related mortgage loan sold, which is reduced by the cost allocated to the servicing right.
Loans and leases: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of premium and discounts associated with acquisition date fair values on acquired loans, deferred loan fees and costs, any direct principal charge-offs, and an allowance for credit losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.
Interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the credit is well-secured and in process of collection. Interest income on consumer loans is discontinued when management determines future collection is unlikely. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.
All interest accrued, but not received, for loans placed on nonaccrual, is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
The Company provides financing leases for the purchase of business equipment. At the inception of each lease, the lease receivables, together with the present value of the estimated unguaranteed residual values, are recorded as lease receivables within loans in the consolidated financial statements. Direct financing leases are carried at the aggregate of lease payments plus estimated residual value of the leased property, net of unamortized deferred lease origination fees and costs and unearned income. Only those costs incurred as a direct result of closing a lease transaction are capitalized and all initial direct costs are expensed immediately. Interest income on direct financing leases is recognized over the term of the lease to achieve a constant periodic rate of return on the outstanding investment.
Allowance for Credit Losses: On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 introduces a new credit loss methodology, Current Expected Credit Losses
("CECL"), which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. ASU 2016-13 amends guidance on reporting credit losses for financial assets held at amortized cost basis and available for sale debt securities. ASU 2016-13 eliminates the probable initial recognition threshold previously required under GAAP and instead, requires an entity to reflect its current estimate of all expected credit losses based on historical experience, current conditions and reasonable and supportable forecasts. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the reserve for credit losses. In addition, entities need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination.
The Company adopted Accounting Standards Certification ("ASC") 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for the periods beginning after January 1, 2023 are presented under Accounting Standards Codification (“ASC”) 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company adopted ASC 326 using the prospective transition approach for purchased credit deteriorated ("PCD") financial assets that were previously classified as purchased credit impaired ("PCI") and accounted for under ASC 310-30. In accordance with ASC 326, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. On January 1, 2023, the amortized cost basis of the PCD assets was adjusted to reflect the addition of $1,668 to the allowance for credit losses. The remaining noncredit discount (based on the adjusted amortized cost basis) will be accreted into interest income at the effective interest rate as of January 1, 2023. The adoption of CECL resulted in an increase to our total allowance for credit losses (“ACL”) on loans held for investmentof $4.3 million, an increase in allowance for credit losses on unfunded loan commitments of $3.4 million, a reclassification of PCI discount from loans to the ACL of $1.7 million, and an increase in deferred tax asset of $1.6 million. The Company also recorded a net reduction of retained earnings of $6.1 million upon adoption.
The allowance for credit losses is evaluated on a regular basis and established through charges to earnings in the form of a provision for credit losses. When a loan or portion of a loan is determined to be uncollectible, the portion deemed uncollectible is charged against the allowance and subsequent recoveries, if any, are credited to the allowance. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
Portfolio Segmentation (“Pooled Loans”)
Portfolio segmentation is defined as the pooling of loans based upon similar risk characteristics such that quantitative methodologies and qualitative adjustment factors for estimating the allowance for credit losses are constructed for each segment. The Company has identified nine portfolio segments of loans including Commercial & Agriculture, Commercial Real Estate – Owner Occupied, Commercial Real Estate – Non-Owner Occupied, Residential Real Estate, Real Estate Construction, Home Equity Line of Credit, Farm Real Estate, Lease Financing Receivable and Consumer and Other Loans.
The allowance for credit losses for Pooled Loans is estimated based upon periodic review of the collectability of the loans quantitatively correlating historical loan experience with reasonable and supportable forecasts using forward looking information. The Company utilized a discounted cash flow ("DCF") method to estimate the quantitative portion of the allowance for credit losses for loans evaluated on a collective pooled basis. For each segment, a loss driver analysis ("LDA") was performed in order to identify appropriate loss drivers and create a regression model for use in forecasting cash flows. The LDA utilized the Company’s own Federal Financial Institutions Examination Council’s (“FFIEC”) Call Report data for all segments except indirect auto and all new and unknown values. Peer data was incorporated into the analysis for all segments except indirect auto and all new and unknown values. The Company uses regression analysis to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default for the changes in the economic factors for the loss driver segments. The identified loss drivers for all segments as of December 31, 2024 are national unemployment rate and national gross domestic product growth. Peer data is utilized in our model as more statistically supportable data. The Company uses actual loss data for the lease portfolio due to a lack of appropriate peer leasing data to forecast loss drivers.
Key inputs into the DCF model include loan-level detail, including the amortized cost basis of individual loans, payment structure, loss history, and forecasted loss drivers. The Company uses the central tendency midpoint seasonally adjusted forecasts from the Federal Open Market Committee ("FOMC"). Other key assumptions include the probability of default ("PD"), loss given default (LGD), and prepayment/curtailment rates. When possible, the Company utilizes its own PDs for the reasonable and supportable forecast period. When it is not possible to use the Company’s own PDs, the LDA is utilized to determine PDs based on the forecasted economic factors. In all cases, the LDA is then utilized to determine the long-term historical average, which is reached over the reversion period. When possible, the Company utilizes its own LGDs for the reasonable and supportable forecast period. When it is not possible to use the Company’s own LGDs, the LGD is derived using a method referred to as Frye Jacobs. The Frye Jacobs method is a mathematical formula that traces the relationship between LGD and PD over time and projects the LGD based on the level of PD forecasted. In all cases, the Frye Jacobs method is utilized to calculate LGDs during the reversion period and long-term historical average. Prepayment and curtailment rates were calculated based on the Company’s own data utilizing a one-year average. When the discounted cash flow method is used to determine the allowance for credit losses, management incorporates expected prepayments to determine the effective interest rate utilized to discount expected cash flow.
Adjustments to the quantitative evaluation may be made to account for differences in current or expected qualitative risk characteristics such as changes in: (i) lending policies and procedures; (ii) experience and depth of lending and management staff; (iii) quality of credit review system; (iv) nature and volume of portfolio; (v) past due, classified and non accrual loans; (vi) economic and business conditions; (vii) competition or legal and regulatory requirements; (viii) concentrations within the portfolio; (ix) underlying collateral for collateral dependent loans.
Purchased Credit Deteriorated ("PCD") Loans
The Company has purchased loans, some of which have shown evidence of credit deterioration since origination. Upon adoption of ASC 326, the Company elected to maintain pools of loans that were previously accounted for under ASC 310-30 and will continue to account for these pools as a unit of account. Loans are only removed from the existing pools if they are written off, paid off, or sold. Upon adoption of ASC 326, the allowance for credit losses was determined for each pool and added to the pool's carrying amount to establish a new amortized
cost basis. The difference between the unpaid principal balance of the pool and the new amortized cost basis is the noncredit premium or discount which will be amortized into interest income over the remaining life of the pool. Changes to the allowance for credit losses after adoption are recorded through provision expense.
Individually Evaluated Loans
The Company establishes a specific reserve for individually evaluated loans which do not share similar risk characteristics with the loans included in the forecasted allowance for credit losses. These individually evaluated loans are removed from the pooling approach discussed above for the forecasted allowance for credit losses, and include nonaccrual loans, loan and lease modifications experiencing financial difficulty, and other loans deemed appropriate by management.
Available for Sale (“AFS”) Debt Securities
For AFS securities in an unrealized loss position, we first assess whether (i) we intend to sell, or (ii) it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either case is affirmative, any previously recognized allowances are charged-off and the security's amortized cost is written down to fair value through income. If neither case is affirmative, the security is evaluated to determine whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency and any adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. Adjustments to the allowance are reported in our income statement as a component of credit loss expense. AFS securities are charged-off against the allowance or, in the absence of any allowance, written down through income when deemed uncollectible by management or when either of the aforementioned criteria regarding intent or requirement to sell is met.
Accrued Interest Receivable
Upon adoption of ASU 2016-13 and its related amendments on January 1, 2023, the Company made the following elections regarding accrued interest receivable:
Presenting accrued interest receivable balances separately within another line item on the statement of financial condition. Accrued interest receivable on loans and leases totaled $9,077 and $8,413 as of December 31, 2024 and 2023, respectively. Accrued interest receivable on debt securities totaled $4,376 and $4,406 as of December 31, 2024 and 2023, respectively. Both are included in accrued interest receivable on the Consolidated Balance Sheets.
Excluding accrued interest receivable that is included in the amortized cost of financing receivables and debt securities from related disclosure requirements.
Continuing our policy to write off accrued interest receivable by reversing interest income. For both loans and leases, the write off typically occurs upon becoming 90 days past due. Historically, the Company has not experienced uncollectible accrued interest receivable on its investment securities. However, the Company would generally write off accrued interest receivable by reversing interest income if the Company does not reasonably expect to receive payments. Due to the timely manner in which accrued interest receivables are written off, the amounts of such write offs are immaterial.
Not measuring an allowance for credit losses for accrued interest receivable due to the Company’s policy of writing off uncollectible accrued interest receivable balances in a timely manner, as described above.
Reserve for Unfunded Commitments
The reserve for unfunded commitments (the “Unfunded Reserve”) represents the expected credit losses on off-balance sheet commitments such as unfunded commitments to extend credit and standby letters of credit. No allowance is recognized if the Company has the unconditional right to cancel the obligation. The Company is defining unconditionally cancelable in its literal sense, meaning that a commitment may be cancelled by the Company for any, or for no reason whatsoever. However, the Company in its business dealings, has no practical history of unconditionally canceling commitments. Commitments are not typically cancelled until a default or a defined condition occurs. Being that its historical practice has been to not cancel credit commitments unconditionally, the Company has made the decision to reserve for Unfunded Commitments. The Unfunded Reserve is recognized as a liability (included within accrued expenses and other liabilities in the Consolidated Balance Sheets), with adjustments to the reserve recognized as provision for credit losses in the Consolidated Statements of Operations. The Unfunded Reserve is determined by estimating expected future fundings, under each segment, and applying the expected loss rates. Expected future fundings over the estimated life of commitments are based on historical averages of funding rates (i.e., the likelihood of draws taken). To estimate future fundings on unfunded balances, current funding rates are compared to historical funding rates. Estimate of credit losses are determined using the same loss rates as funded loans.
Adoption of New Accounting Standards:
In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU introduces a new credit loss methodology, CECL, which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. Since its original issuance in 2016, the FASB has issued several updates to the original ASU.
The CECL methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity securities and other receivables at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The methodology replaces the multiple existing impairment methods under prior GAAP, which generally require that a loss be incurred before it is recognized. For available-for-sale securities where fair value is less than cost, credit-related impairment, if any, is recognized through an allowance for credit losses and adjusted each period for changes in credit risk.
On January 1, 2023, the Company adopted the guidance prospectively with a cumulative adjustment to retained earnings. The Company has not restated comparative information for 2022 and, therefore, the comparative information for 2022 is reported under the old model and is not comparable to the information presented for the years December 31, 2023 and 2024..
At adoption, the Company recognized an incremental allowance for credit losses on its loans to customers of $4.3 million, a liability for off-balance sheet unfunded commitments of $3.4 million and a reclassification of the discount on PCI loans to the ACL of $1.7 million. Additionally, the Company recorded a $6.1 million after tax decrease in retained earnings associated with the increased estimated credit losses. The “Day 1” impact of CECL adoption is summarized below:
| CECL Adoption | |||||
|---|---|---|---|---|---|
| Impact of | |||||
| CECL Adoption · Adopting ASC 326 - | |||||
| December 31, 2022 · Impact · PCD Loans · January 1, 2023 | |||||
| Allowance for Credit Losses: | |||||
| Commercial & Agriculture | $3,011 | $429 | $390 | $3,830 | |
| Commercial Real Estate: | |||||
| Owner Occupied | 4,565 | 1,075 | 179 | 5,819 | |
| Non-Owner Occupied | 14,138 | (2,847) | — | 11,291 | |
| Residential Real Estate | 3,145 | 2,762 | 386 | 6,293 | |
| Real Estate Construction | 2,293 | 1,502 | — | 3,795 | |
| Farm Real Estate | 291 | (28) | — | 263 | |
| Lease Financing Receivable | 429 | 1,743 | 635 | 2,807 | |
| Consumer and Other | 98 | 201 | 78 | 377 | |
| Unallocated | 541 | (541) | — | — | |
| Total Allowance for Credit Losses | $28,511 | $4,296 | $1,668 | $34,475 | |
| Reserve for Unfunded Commitments | — | 3,386 | — | 3,386 | |
| Total Reserve for Credit Losses | $28,511 | $7,682 | $1,668 | $37,861 | |
| Retained Earnings | |||||
| Total Pre-tax Impact | $(7,682) | ||||
| Tax Effect | 1,613 | ||||
| Decrease to Retained Earnings | $(6,069) | ||||
The allowance for credit losses is evaluated on a regular basis and established through charges to earnings in the form of a provision for credit losses. When a loan or portion of a loan is determined to be uncollectible, the portion deemed uncollectible is charged against the allowance and subsequent recoveries, if any, are credited to the allowance. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
The Company did not record an allowance for available-for-sale securities on Day 1 as the investment portfolio consists primarily of debt securities explicitly or implicitly backed by the U.S. Government for which credit risk is deemed minimal. The impact going forward will depend on the composition, characteristics, and credit quality of the securities portfolio as well as the economic conditions at future reporting periods.
On January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments -Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ("ASU 2022-02"). ASU 2022-02 eliminates the recognition and measurement guidance for troubled debt restructurings and requires enhanced disclosures about loan modifications for borrowers experiencing financial difficulty. This ASU also requires enhanced disclosure for loans that have been charged off. The adoption of ASU 2022-02 provisions didnot have a significant impact on the Company’s Consolidated Financial Statements.
Loan Charge-off Policies: All unsecured open- and closed-ended retail loans that become past due 90 days from the contractual due date are charged off in full. In lieu of charging off the entire loan balance, loans with non-real estate collateral may be written down to the net realizable value of the collateral, if repossession of collateral is assured and in process. For open- and closed-ended loans secured by residential real estate, a current assessment of fair value is made no later than 180 days past due. Any outstanding loan balance in excess of the net realizable value of the property is charged off. All other loans are generally charged down to the net realizable value when Civista recognizes the loan is permanently impaired, which is generally after the loan is 90 days past due.
Prior to the adoption of ASU 2016-13, the allowance for loan losses (allowance) was calculated with the objective of maintaining a reserve sufficient to absorb inherent loan losses in the loan portfolio. Management established the allowance for loan losses based upon its evaluation of the pertinent factors underlying the types and quality of loans in the portfolio. In determining the allowance and the related provision for loan losses, the Company considered three principal elements: (i) specific impairment reserve allocations (valuation allowances) based upon probable losses identified during the review of impaired loans in the Commercial loan portfolio, (ii) allocations established for adversely-rated loans in the Commercial loan portfolio and nonaccrual Real Estate Residential, Consumer installment and Home Equity loans, and (iii) allocations on all other loans based principally on the use of a three-year period for loss migration analysis. These allocations were adjusted for consideration of general economic and business conditions, credit quality and delinquency trends, collateral values, and recent loss experience for these similar pools of loans. The Company analyzed its loan portfolio each quarter to determine the appropriateness of its allowance for loan losses.
Transfers of Financial Assets: Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before maturity.
Other Real Estate: Other real estate acquired through or instead of loan foreclosure is initially recorded at fair value less costs to sell when acquired, establishing a new cost basis and any deficiency in the value is charged off through the allowance. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed.
Other Securities: Other securities include Federal Home Loan Bank ("FHLB") stock, Federal Reserve Bank (“FRB”) stock, Federal Agricultural Mortgage Corporation stock, United Bankers' Bancorporation Inc. stock, and Norwalk Community Development Corporation stock, all of which are carried at cost.
Federal Home Loan Bank ("FHLB") Stock: Civista is a member of the FHLB of Cincinnati and as such, is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB. The stock is bought from and sold to the FHLB based upon its $100 par value. The stock does not have a readily determinable fair value and as such is classified as restricted stock, carried at cost and evaluated for impairment by management. The stock’s value is determined by the ultimate recoverability of the par value rather than by recognizing temporary declines. The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following: (a) the significance of the decline in net assets of the FHLB as compared to the capital stock amount and the length of time this situation has persisted, (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance, (c) the impact of legislative and regulatory changes on the customer base of the FHLB, and (d) the liquidity position of the FHLB. With consideration given to these factors, management concluded that the FHLB stock was not impaired at December 31, 2024 or 2023. FHLB Stock is included in Other Securities on the Consolidated Balance Sheet.
Federal Reserve Bank ("FRB") Stock: Civista is a member of the Federal Reserve System. FRB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. FRB Stock is included in Other Securities on the Consolidated Balance Sheet.
Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed using both accelerated and straight-line methods over the estimated useful life of the asset, ranging from three toseven years for furniture and equipment andseven tofifty years for buildings and improvements.
Equipment Owned Under Operating Leases: As a lessor, the Company finances equipment under leases to a wide variety of customers, from commercial and industrial to government and healthcare classified as operating leases. The equipment underlying the operating leases is reported at cost, net of accumulated depreciation, within Premises and Equipment on the Consolidated Balance Sheets. These operating lease arrangements require the lessee to make a fixed monthly rental payment over a specified lease term generally ranging from three to six years. Revenue consists of the contractual lease payments and is recognized on a straight-line basis over the lease term and reported in Noninterest Income on the Consolidated Statements of Operations. Leased assets are depreciated on a straight-line method over the lease term to the estimate of the equipment’s fair market value at lease termination, also referred to as “residual” value. The depreciation of these operating lease assets is reported in Noninterest Expense on the Consolidated Statements of Operations. For equipment leases, fair value may be based upon observable market prices, third-party valuations, or prices received on sales of similar assets at the end of the lease term. These residual values are reviewed annually to ensure the recorded amount does not exceed the fair market value at the lease termination. At the end of the lease, the operating lease asset is either purchased by the lessee or returned to the Company.
Bank Owned Life Insurance ("BOLI"): Civista has purchased BOLI policies on certain key executives. BOLI is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement. Changes in the cash surrender value are recorded as income in the period that the change occurs.
Goodwill and Core Deposit Intangibles: Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed at least annually for impairment and any such impairment will be recognized in the period identified.
Core deposit intangibles arising from whole bank and branch acquisitions are included in other intangible assets in the Consolidated Balance Sheets. These intangible assets are measured at fair value and then amortized on an accelerated method over their estimated useful lives, which range from five to 12 years.
On January 1, 2023, the Company adopted ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): 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 an SEC filer, such as the Company, was to adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. In November 2019, however, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which deferred the effective date for ASC 350, Intangibles – Goodwill and Other, for SEC filers that were eligible to be smaller reporting companies as of November 15, 2019, such as the Company, to fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The adoption of the ASU provisions did not have a significant impact on the Company's Consolidated Financial Statements.
Mortgage Servicing Rights: Mortgage servicing rights are recognized as assets for the allocated value of retained mortgage servicing rights on loans sold and are recorded in other intangible assets in the Consolidated Balance Sheets. Mortgage servicing rights are initially recorded at fair value at the date of transfer. The valuation technique uses the present value of estimated future cash flows using current market discount rates. Mortgage servicing rights are amortized in proportion to, and over the period of, estimated net servicing revenues. Impairment is evaluated based on the fair value of the rights, using groupings of the underlying loans as to interest rates and then, secondarily, prepayment characteristics. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Any impairment of a grouping is reported as a valuation allowance to the extent that fair value is less than the capitalized asset for the grouping.
Long-lived Assets: Premises and equipment and other intangible assets, and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.
Repurchase Agreements: Substantially all repurchase agreement liabilities represent amounts advanced by various customers. Securities are pledged to cover these liabilities, which are not covered by federal deposit insurance.
Loan Commitments and Related Financial Instruments: Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay.
Debt Issuance Costs: Costs associated with the issuance of debt are presented in the Consolidated Balance Sheets as a direct reduction from the carrying value of that debt liability. The deferred issuance costs are amortized over the life of the related debt instrument and included within the debt's interest expense.
Advertising Costs: Advertising costs are expensed as incurred.
Income Taxes: 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.
The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information.
A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company recognizes interest and/or penalties related to income tax matters in income tax expense.
Stock-Based Compensation: Compensation cost is recognized for stock options and restricted stock awards issued to employees and directors, based on the fair value of these awards at the grant date. The market price of the Company’s common shares at the date of the grant is used for restricted shares.
Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.
Retirement Plans: Pension expense is the net of service and interest cost, expected return on plan assets and amortization of gains and losses not immediately recognized. Employee 401(k) and profit sharing plan expense consists of the amount of matching contributions. Deferred compensation allocates the benefits over the years of service.
Earnings per Common Share: Earnings per share is computed using the two-class method. Basic earnings per share are net income available to common shareholders divided by the weighted average number of common shares outstanding during the period, which excludes participating securities. Diluted earnings per common share include the dilutive effect of additional potential common shares issuable related to convertible preferred shares. Treasury shares are not deemed outstanding for earnings per share calculations.
Comprehensive Income (Loss): Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale and changes in the funded status of the pension plan.
Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe that any such loss contingencies currently exist that will have a material effect on the financial statements.
Restrictions on Cash: Cash on hand or on deposit with the Federal Reserve Bank is required to meet regulatory reserve and clearing requirements. These balances do not earn interest. The required reserve amount at December 31, 2024 was $0. The Company didnot have any cash pledged as collateral on its interest rate swaps with third party financial institutions at December 31, 2024.
Dividend Restriction: Banking regulations require maintaining certain capital levels and may limit the dividends paid by Civista to CBI or by CBI to shareholders. Additional information related to dividend restrictions can be found in Note 19.
Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions that reflect exit price value, as more fully disclosed in Note 17. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates.
Operating Segments: While the Company’s chief operating decision maker monitors the revenue streams of the Company’s various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. The Company has determined that all of its financial service operations meet the aggregation criteria of ASC 280, Segment Reporting, as its current operating model is structured whereby financial service operations serve a similar base of retail and commercial customers utilizing a company-wide offering of similar products and services managed through similar processes that are collectively reviewed by the Company's Chief Financial Officer, who has been identified as the chief operating decision maker ("CODM"). Therefore, all of the Company’s financial service operations are considered by the CODM to be aggregated inone reportable operating segment.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU apply to all public entities that are required to report segment information in accordance with FASB ASC Topic 280, Segment Reporting. The amendments in this ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss. Public entities are required to disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. In addition, public entities must provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by FASB ASC Topic 280, Segment Reporting, in interim periods. The amendments clarify that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit. However, at least one of the reported segment profit or loss measures (or the single reported measure, if only one is disclosed) should be the measure that is most consistent with the measurement principles used in measuring the corresponding amounts in the public entity’s consolidated financial statements. The amendments require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Finally, the amendments require that a public entity that has a single reportable segment provide all the disclosures required by the amendments in the ASU and all existing segment disclosures in ASC Topic 280. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company adopted ASU 2023-07 in 2024 with little impact as currently, the Company's financial service operations are considered by management to be aggregated in one reportable operating segment.
Treasury Stock: CBI common shares that are repurchased are recorded in treasury stock at cost.
Business Combinations: At the date of acquisition the Company records the assets and liabilities of acquired companies on the Consolidated Balance Sheets 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.
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. Changes in fair value are recorded as income or expense in the period that they occur. The Company is party to master netting arrangements with its financial institution 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, in the form of cash and marketable securities, is posted by the counterparty with net liability positions in accordance with contract thresholds.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The Update is designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements necessitated by reference rate reform. The Update also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by reference rate reform. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022; however, a deferral of the implementation of reference rate reform was issued in December of 2022, which extended the implementation to December 31, 2024. The Company has implemented a replacement for the reference rate using the Secured Overnight Financing Rate ("SOFR") or the Prime Rate and has determined that the changes to the reference rate did not have a material impact on our financial condition, results of operations or cash flows.
Revisions: Certain revisions have been made to the 2022 consolidated financial statements. The fair market value for loans disclosed in Note 17 as of December 31, 2022, was revised from $2,160,920 to $2,528,906 due to an error in the calculation. Loans and secured borrowings increased $101,615 in the Consolidated Balance Sheet as of December 31, 2022, for certain loan participations sold that were deemed to not qualify for sales accounting under ASC 860. Interest income and interest expense increased $4,902 and $3,312, respectively in the Consolidated Statement of Operations as of and for the year ended December 31, 2022 for certain loan participations sold that were deemed to not qualify for sales accounting under ASC 860. These revisions did not have a significant impact on the Company's Consolidated Financial Statement line items impacted and had no effect on net income.
Effect of Newly Issued but Not Yet Effective Accounting Standards:
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU require that public business entities on an annual basis (a) disclose specific categories in the rate reconciliation and (b) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). The amendments in this ASU also require that all entities disclose on an annual basis the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amendments require that all entities disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company does not intend to adopt early. The Company does not anticipate a material impact to the Company's Consolidated Financial Statements.
In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The amendments clarify how an entity determines whether a profits interest or similar award is (i) within scope of Compensation - Stock Compensation (Topic 718) or (ii) not a share-based payment arrangements and therefore within the scope of other guidance. The amendments are effective for fiscal years beginning after December 15, 2024. The Company does not anticipate these amendments will have a material impact on the Company's Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03: Income Statement-Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40); Disaggregation of Income Statement Expenses. This ASU requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This ASU does not change the expense captions an entity presents on the face of the income statement. ASU 2024-03 can be applied prospectively, and it is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption and retrospective applications are permitted. The Company is currently evaluating the impact of ASU 2024-03 on its Consolidated Financial Statements.
NOTE 2 - ACQUISITIONS
On July 1, 2022, CBI completed the acquisition by merger of Comunibanc Corp. in a stock and cash transaction for aggregate consideration of approximately $46,090. As a result of the acquisition, the Company issued 984,723 common shares and paid approximately $24,968 in cash to the former shareholders of Comunibanc Corp. The Company and Comunibanc Corp. had first announced that they had entered into an agreement to merge in January of 2022. Immediately following the merger, Comunibanc Corp.’s banking subsidiary, The Henry County Bank ("HCB"), was merged into CBI’s banking subsidiary, Civista Bank.
The assets and liabilities of Comunibanc Corp. were recorded on the Company’s Consolidated Balance Sheet at their preliminary estimated fair values as of July 1, 2022, the acquisition date. The Company recorded $26,209 in goodwill and $4,426 in core deposit intangibles. None of the purchase price is deductible for tax purposes.
At the time of the merger, Comunibanc Corp had total consolidated assets of $315,083, including $175,500 in loans, and $271,081 in deposits. The transaction was recorded as a purchase and, accordingly, the operating results of Comunibanc Corp. and HCB have been included in the Company’s Consolidated Financial Statements since the close of business on July 1, 2022.
Identifiable intangibles are amortized to their estimated residual values over the expected useful lives. Such lives are also periodically reassessed to determine if any amortization period adjustments are required. The identifiable intangible assets consist of core deposit intangible which is being amortized over the estimated useful life. The gross carrying amount of the core deposit intangible at December 31, 2022 was $3,999 .
In connection with the Comunibanc merger in 2022, the Company incurred additional third-party acquisition-related costs of $2,900. These expenses were comprised of employee benefits of $210.7, occupancy and equipment expenses of $110.7, software expense of $36.0, consulting and other professional fees of $905.2, data processing costs of $1,000 and other operating expenses of $647.5 in the Company’s Consolidated Statement of Operations for the twelve-month period ended December 31, 2022.
As of December 31, 2022, the estimated future amortization expense for the core deposit intangible is as follows:
| Core deposit intangibles | |
|---|---|
| 2023 | $739 |
| 2024 | 684 |
| 2025 | 604 |
| 2026 | 523 |
| 2027 | 443 |
| Thereafter | 1,006 |
| $3,999 | |
The following table presents financial information for the former Comunibanc Corp. included in the Consolidated Statements of Operations from the date of acquisition through December 31, 2022.
| Actual FromAcquisition DateThrough December 31,2022(in thousands) | |
|---|---|
| Net interest income after provision for loan losses | $3,428 |
| Noninterest income | 159 |
| Net income | 1,719 |
Thefollowing table presents pro forma information for the twelve-month periods ended December 31, 2022, 2021 and 2020 as if the acquisition of Comunibanc Corp. had occurred on January 1, 2020. This table has been prepared for comparative purposes only and is not indicative of the actual results that would have been attained had the acquisition occurred as of the beginning of the periods presented, nor is it indicative of future results. Furthermore, the unaudited pro forma information does not reflect management’s estimate of any revenue-enhancing opportunities nor anticipated cost savings as a result of the integration and consolidation of the acquisition.
| Pro Formas (unaudited) Twelve Monthsended December 31, | |||
|---|---|---|---|
| 2022 | 2021 | 2020 | |
| Net interest income after provision for loan losses | $113,689 | $103,583 | $88,293 |
| Noninterest income | 29,451 | 32,768 | 29,870 |
| Net income | 39,095 | 42,482 | 34,374 |
| Pro forma earnings per share: | |||
| Basic | $2.42 | $2.59 | $2.01 |
| Diluted | $2.42 | $2.59 | $2.01 |
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for Comunibanc Corp. Core deposit intangibles will be amortized over ten years using an accelerated method. Goodwill will not be amortized, but instead will be evaluated for impairment.
| Cash paid | $24,968 | |
|---|---|---|
| Common shares issued (984,723 shares) | 21,122 | |
| Total | $46,090 | |
| Net assets acquired: | ||
| Cash and due from financial institutions | $3,098 | |
| Securities available for sale | 120,399 | |
| Time deposits | 742 | |
| Loans, net | 169,202 | |
| Other securities | 1,553 | |
| Premises and equipment | 4,665 | |
| Accrued interest receivable | 670 | |
| Core deposit intangible | 4,426 | |
| Bank owned life insurance | 5,918 | |
| Other assets | 3,767 | |
| Noninterest-bearing deposits | (122,642) | |
| Interest-bearing deposits | (148,552) | |
| Other borrowings | (21,706) | |
| Other liabilities | (1,659) | |
| Goodwill resulting from Comunibanc Corp. acquisition | $26,209 | |
Loans purchased with evidence of credit deterioration since origination and for which it was probable that all contractually required payments would not be collected were considered to be credit impaired. Evidence of credit quality deterioration as of the purchase date included information such as past-due and nonaccrual status, borrower credit scores and recent loan to value percentages. Purchased credit-impaired loans were accounted for under the accounting guidance for loans and debt securities acquired with deteriorated credit quality (ASC 310-30) and initially measured at fair value, which included estimated future credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for credit losses related to these loans was not carried over and recorded at the acquisition date. Management estimated the cash flows expected to be collected at acquisition using our internal risk models, which incorporated the estimate of the current assumptions, such as default rates, severity and prepayment speeds.
The following table presents additional information regarding loans acquired and accounted for in accordance with ASC 310-30:
| Acquired Loans withSpecific Evidence ofDeterioration of CreditQuality (ASC 310-30) | |
|---|---|
| (In Thousands) | |
| Outstanding balance | $4,768 |
| Carrying amount | 4,121 |
The gross principal due under the contract for acquired receivables not subject to ASC 310-30 is $171.1 million. The fair value adjustment is $2.1 million and the contractual cash flows not expected to be collected is $5.7 million.
The acquired assets and liabilities were measured at estimated fair values. Management made certain estimates and exercised judgment in accounting for the acquisition.
The amount of goodwill recorded reflects a strategic opportunity to expand into new markets that, while similar to existing markets, are projected to be more vibrant in population growth and business opportunity growth. The goodwill represents the excess purchase price over the estimated fair value of the net assets acquired. Additionally, the acquisition will provide exposure to suburbs of larger urban areas without the commitment of operating inside large metropolitan areas dominated by regional and national financial organizations. The acquisition is also expected to create synergies on the operational side of the Company by allowing noninterest expenses to be spread over a larger operating base.
On October 3, 2022, CBI and Civista completed the acquisition by Civista of all of the issued and outstanding shares of capital stock of VFG for aggregate cash and stock consideration of approximately $46,544. As a result of the acquisition, the Company issued 500,293 common shares and paid approximately $36,044 in cash.
The assets and liabilities of VFG were recorded on the Company’s Consolidated Balance Sheet at their preliminary estimated fair values as of October 3, 2022, the acquisition date. The Company recorded $22,635 in goodwill. None of the purchase price is deductible for tax purposes.
At the time of the acquisition, VFG had total consolidated assets of $93,870, including $62,712 in loans and leases. The transaction was recorded as a purchase and, accordingly, the operating results of VFG have been included in the Company’s Consolidated Financial Statements since the close of business on October 3, 2022. Effective as of August 31, 2023, VFG was merged with and into Civista, and CLF is now operated as a full-service general equipment leasing and financing division of Civista.
In connection with the VFG acquisition in 2022, the Company incurred additional third-party acquisition-related costs of $814.3. These expenses were mainly comprised of consulting and other professional fees of $812.8 in the Company’s Consolidated Statement of Operations for the twelve-month period ended December 31, 2022.
The following table presents financial information for VFG included in the Consolidated Statements of Operations from the date of acquisition through December 31, 2022.
| Actual FromAcquisition DateThrough December 31,2022(in thousands) | |
|---|---|
| Net interest income after provision for loan losses | $403 |
| Noninterest income | 3,926 |
| Net loss | (992) |
Pro forma information for the twelve-month periods ended December 31, 2022, 2021 and 2020 is not presented as the acquisition of VFG was determined to not be a significant transaction.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for VFG. Goodwill will not be amortized, but instead will be evaluated for impairment.
| Cash paid | $36,044 | |
|---|---|---|
| Common shares issued (250,145 shares) | 5,250 | |
| Common shares issued (contingent consideration) (250,148 shares) | 5,250 | |
| Total | $46,544 | |
| Net assets acquired: | ||
| Cash and due from financial institutions | $6,271 | |
| Time Deposits | 80 | |
| Loans, net | 61,418 | |
| Premises and equipment | 35,039 | |
| Other assets | 1,409 | |
| Other borrowings | (58,142) | |
| Other liabilities | (22,166) | |
| Goodwill resulting from VFG acquisition | $22,635 | |
Loans purchased with evidence of credit deterioration since origination and for which it was probable that all contractually required payments would not be collected were considered to be credit impaired. Evidence of credit quality deterioration as of the purchase date included information such as past-due and nonaccrual status, borrower credit scores and recent loan to value percentages. Purchased credit-impaired loans were accounted for under the accounting guidance for loans and debt securities acquired with deteriorated credit quality (ASC 310-30) and initially measured at fair value, which included estimated future credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for credit losses related to these loans was not carried over and recorded at the acquisition date. Management estimated the cash flows expected to be collected at acquisition using our internal risk models, which incorporated the estimate of the current assumptions, such as default rates, severity and prepayment speeds.
The contingent consideration arrangement required the Company to pay the former owners of VFG, overtwo years, and subject to meeting certain lease origination thresholds for each year, or meeting a combined threshold for thetwo years, up to a maximum amount of $5,250, undiscounted. The potential undiscounted amount of all future payments the Company could be required to make under the contingent consideration arrangement was between $0 and $5,250. The fair value of the contingent consideration arrangement of $5,250 was estimated based on significant inputs that are not observable in the market, which are considered Level 3 inputs in accordance with ASC Topic 820. Key assumptions included the CIVB share price at close, management’s assumptions and the probability that the vesting thresholds would be met. The common shares subject to the contingent consideration arrangement were issued upon the closing of the transaction and were considered restricted with participating rights with voting, dividends and distribution rights prior to vesting or forfeiture. As a result of the failure of the lease thresholds to be met for the two-year periods ended December 31, 2024, the shares were forfeited and transferred from outstanding common shares to treasury stock.
The following table presents additional information regarding loans acquired and accounted for in accordance with ASC 310-30:
| Acquired Loans withSpecific Evidence ofDeterioration of CreditQuality (ASC 310-30) | |
|---|---|
| (In Thousands) | |
| Outstanding balance | $635 |
| Carrying amount | — |
The gross principal due under the contract for acquired receivables not subject to ASC 310-30 is $62.1 million. The fair value adjustment is $2.3 million and the contractual cash flows not expected to be collected is $658.8.
The acquired assets and liabilities were measured at estimated fair values. Management made certain estimates and exercised judgment in accounting for the acquisition.
The amount of goodwill recorded reflects the excess purchase price over the estimated fair value of the net assets acquired.
NOTE 3 - SECURITIES
The amortized cost and fair value of available for sale securities and the related gross unrealized gains and losses recognized were as follows:
| AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | Fair Value | |
|---|---|---|---|---|
| U.S. Treasury securities and obligations of U.S. government agencies | $100,378 | $303 | $(3,294) | $97,387 |
| Obligations of states and political subdivisions | 351,635 | 482 | (26,998) | 325,119 |
| Mortgage-back securities in government sponsored entities | 258,045 | 97 | (32,581) | 225,561 |
| Total debt securities | $710,058 | $882 | $(62,873) | $648,067 |
| AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | Fair Value | |
|---|---|---|---|---|
| U.S. Treasury securities and obligations of U.S. government agencies | $71,418 | $315 | $(4,075) | $67,658 |
| Obligations of states and political subdivisions | 359,452 | 2,725 | (23,578) | 338,599 |
| Mortgage-back securities in government sponsored entities | 242,022 | 19 | (30,026) | 212,015 |
| Total debt securities | $672,892 | $3,059 | $(57,679) | $618,272 |
The amortized cost and fair value of securities at year-end 2024 by contractual maturity were as follows. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.
| Available for sale | ||
|---|---|---|
| Amortized Cost | Fair Value | |
| Due in one year or less | $39,927 | $39,777 |
| Due from one to five years | 84,249 | 79,134 |
| Due from five to ten years | 42,796 | 42,100 |
| Due after ten years | 285,041 | 261,495 |
| Mortgage-backed securities in government sponsored entities | 258,045 | 225,561 |
| Total securities available for sale | $710,058 | $648,067 |
Securities with a carrying value of $206,600 and $211,616 were pledged as of December 31, 2024 and 2023, respectively, to secure public deposits, other deposits and liabilities as required or permitted by law.
Proceeds from sales of securities, gross realized gains and gross realized losses were as follows:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Sale proceeds | $2,994 | $— | $57,332 |
| Gross realized gains | 33 | — | — |
| Gross realized losses | — | — | — |
| Gains from securities called or settled by the issuer | — | — | 10 |
Debt securities with unrealized losses at year-end 2024 and 2023 not recognized in income were as follows:
| 2024 | 12 Months or less | More than 12 months | Total | |||
|---|---|---|---|---|---|---|
| Description of Securities | FairValue | UnrealizedLoss | FairValue | UnrealizedLoss | FairValue | UnrealizedLoss |
| U.S. Treasury securities and obligations of U.S. government agencies | $32,388 | $(51) | $55,000 | $(3,243) | $87,388 | $(3,294) |
| Obligations of states and political subdivisions | 98,965 | (806) | 173,668 | (26,192) | 272,633 | (26,998) |
| Mortgage-backed securities in gov’t sponsored entities | 28,322 | (329) | 186,173 | (32,252) | 214,495 | (32,581) |
| Total | $159,675 | $(1,186) | $414,841 | $(61,687) | $574,516 | $(62,873) |
| 2023 | 12 Months or less | More than 12 months | Total | |||
|---|---|---|---|---|---|---|
| Description of Securities | FairValue | UnrealizedLoss | FairValue | UnrealizedLoss | FairValue | UnrealizedLoss |
| U.S. Treasury securities and obligations of U.S. government agencies | $224 | $(1) | $56,760 | $(4,074) | $56,984 | $(4,075) |
| Obligations of states and political subdivisions | 19,168 | (78) | 162,291 | (23,500) | 181,459 | (23,578) |
| Mortgage-backed securities in gov’t sponsored entities | 20,112 | (522) | 189,319 | (29,504) | 209,431 | (30,026) |
| Total | $39,504 | $(601) | $408,370 | $(57,078) | $447,874 | $(57,679) |
Each quarter, we perform an analysis to determine if any of the unrealized losses on securities available-for-sale are comprised of credit losses as compared to unrealized losses due to market interest rate adjustments. Our assessment includes a review of the unrealized loss for each security issuance held; the financial condition and near-term prospects of the issuer, including external credit ratings and recent downgrades; and our ability and intent to hold the security for a period of time sufficient for a recovery in value. We also consider the extent to which the securities are issued by the federal government or its agencies, and any guarantee of issued amounts by those agencies. The portfolio continues to consist of a mix of fixed and floating-rate, high quality securities, largely rated AA (or better), displaying an overall effective duration of approximately 3.0 years. No credit losses were determined to be present as of December 31, 2024, as there was no credit quality deterioration noted. Therefore, no provision for credit losses on securities was recognized for the year ended December 31, 2024.
At December 31, 2024, the Company owned 508 debt securities with estimated fair values totaling $574,516 and unrealized losses aggregating $62,873. Securities with a fair value of $301,883, representing $35,875 of the unrealized losses, consisted of bonds issued or guaranteed by agencies of the U.S. federal government, while the remaining $272,633 debt securities, representing $26,998 in unrealized losses, consisted of bonds issued by state municipalities. The unrealized losses on these securities have not been recognized into income because the issuers’ bonds 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 changes in market interest rates. The Company also considers sector specific credit rating changes in its analysis. 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. As of December 31, 2024, all securities were paying as agreed.
The following table presents the net gains and losses on equity investments recognized in earnings at year-end 2024 and 2023, and the portion of unrealized gains and losses for the period that relates to equity investments held at year-end 2024 and 2023:
| 2024 | 2023 | |
|---|---|---|
| Net gains (losses) recognized on equity securities during the year | $252 | $(21) |
| Less: Net gains realized on the sale of equity securities during the period | — | — |
| Unrealized gains (losses) recognized in equity securities held at December 31 | $252 | $(21) |
NOTE 4 - LOANS
Loans at year-end were as follows:
| 2024 | 2023 | |
|---|---|---|
| Commercial & Agriculture | $328,488 | $304,793 |
| Commercial Real Estate - Owner Occupied | 374,367 | 377,321 |
| Commercial Real Estate - Non-Owner Occupied | 1,225,991 | 1,161,894 |
| Residential Real Estate | 763,869 | 659,841 |
| Real Estate Construction | 305,992 | 260,409 |
| Farm Real Estate | 23,035 | 24,771 |
| Lease financing receivable | 46,900 | 54,642 |
| Consumer and Other | 12,588 | 18,056 |
| Total Loans | 3,081,230 | 2,861,727 |
| Allowance for credit losses | (39,669) | (37,160) |
| Net loans | $3,041,561 | $2,824,567 |
Included in Commercial & Agriculture loans as of December 31, 2024 and 2023 was $177 and $326, respectively, of Paycheck Protection Program (“PPP”) loans.
Included in total loans above are deferred loan fees of $2,686 and $2,743 at December 31, 2024 and 2023, respectively.
Lease financing receivables consist of sales-type and direct financing leases for equipment, with terms typically ranging fromtwo tosix years. On direct financing leases, the Company obtains third-party residual value guarantees to reduce its residual asset risk. The net investment in direct financing and sales-type leases was comprised of the following:
| At December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Minimum lease payments receivable | $53,284 | $63,564 |
| Unguaranteed residual assets | 1,286 | 634 |
| Unamortized direct costs | — | — |
| Unearned income | (7,670) | (9,556) |
| Total net investment in direct financing and sales-type leases | $46,900 | $54,642 |
Undiscounted future minimum lease payments receivable for direct financing and sales-type leases at December 31, 2024 were as follows:
| At December 31, | |
|---|---|
| 2025 | $16,736 |
| 2026 | 14,360 |
| 2027 | 10,712 |
| 2028 | 7,307 |
| 2029 | 2,899 |
| Thereafter | 1,270 |
| Total undiscounted future minimum lease payments receivable for direct financing and sales-type leases | $53,284 |
Loans to principal officers, directors, and their affiliates at year-end 2024 and 2023 were as follows:
| 2024 | 2023 | |
|---|---|---|
| Balance - Beginning of year | $10,550 | $21,107 |
| New loans and advances | 3,719 | 1,477 |
| Repayments | (2,732) | (2,205) |
| Effect of changes to related parties | 10,253 | (9,829) |
| Balance - End of year | $21,790 | $10,550 |
The Company had credit lines to principal officers, directors, and their affiliates with an availability of $7,520 and $7,231 as of December 31, 2024 and 2023, respectively.
Paycheck Protection Program
In response to the novel COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act of 2020, as amended (the "CARES Act"), was signed into law on March 27, 2020, to provide national emergency economic relief measures. The CARES Act amended the loan program of the Small Business Administration (the "SBA"), in which Civista participates, to create a guaranteed, unsecured loan program, the Paycheck Protection Program (the "PPP"), to fund operational costs of eligible businesses, organizations and self-employed persons during the COVID-19 pandemic. During 2020, Civista processed over 2,300 PPP loans totaling $268.3 million.
The Consolidated Appropriations Act 2021, was signed into law on December 27, 2020 to provide an additional funding of $284.5 billion under the PPP and the establishment of PPP Second Draw Loans under the Economic Aid to Hard-Hit Small Businesses, Nonprofit, and Venues Act (the “Relief Act”). This additional funding was made available from original PPP lenders on January 19, 2021, and the deadline (as extended) for submitting applications for PPP Second Draw Loans was May 31, 2021.
Funds provided under the Relief Act were earmarked both for first time PPP borrowers (subject to original PPP eligibility and limits) as well as ‘Second Draw’ Loans for borrowers that already received an original PPP loan.
During 2021, Civista received SBA approval on, and funded,1,340 PPP loans totaling $131,109 under the Relief Act.
At December 31, 2024 Civista had PPP loans outstanding of $177.
NOTE 5 - ALLOWANCE FOR CREDIT LOSSES
The following tables present, by portfolio segment, the changes in the allowance for credit losses, the ending allocation of the allowance for losses and the loan balances outstanding for the years ended December 31, 2024, 2023 and 2022.
| December 31, 2024 | Beginningbalance | Charge-offs | Recoveries | Provision(Credit) | EndingBalance |
|---|---|---|---|---|---|
| Commercial & Agriculture | $7,587 | $(2,197) | $255 | $941 | $6,586 |
| Commercial Real Estate: | |||||
| Owner Occupied | 4,723 | — | — | (396) | 4,327 |
| Non-Owner Occupied | 12,056 | (672) | 18 | 2 | 11,404 |
| Residential Real Estate | 8,489 | (83) | 197 | 3,263 | 11,866 |
| Real Estate Construction | 3,388 | — | 12 | 308 | 3,708 |
| Farm Real Estate | 260 | — | — | (34) | 226 |
| Lease Financing Receivable | 297 | (881) | 20 | 1,925 | 1,361 |
| Consumer and Other | 341 | (82) | 37 | (105) | 191 |
| Unallocated | 19 | — | — | (19) | — |
| Total | $37,160 | $(3,915) | $539 | $5,885 | $39,669 |
For the year ended December 31, 2024, the Company provided $5,885 to the allowance for credit losses, as compared to a provision of $4,435 for the year ended December 31, 2023. The increase in the provision was to support strong organic loan growth in the portfolio.
For the year ended December 31, 2024, the allowance for Commercial & Agriculture loans decreased due to an increase in charge-offs, mainly due to two commercial relationships. The allowance for Commercial Real Estate – Owner Occupied loans decreased due to a decrease in loan balances. The allowance for Commercial Real Estate – Non-Owner Occupied loans decreased due to an increase in charge-offs on two commercial relationships. The allowance for Residential Real Estate loans increased due to an increase in loan balances and a decrease in prepayment speeds from 13.94% to 7.30%. The allowance for Lease Financing Receivable increased as a result of an increase in charge-offs. The allowance for Consumer and Other loans decreased due to a decrease in loan balances.
| December 31, 2023 | Beginningbalance | CECL Adoption Day 1 Impact | Impact of Adopting ASC 326 - PCD Loans 1 | Charge-offs | Recoveries | Provision(Credit) | EndingBalance |
|---|---|---|---|---|---|---|---|
| Commercial & Agriculture | $3,011 | $429 | $— | $(1,300) | $177 | $5,270 | $7,587 |
| Commercial Real Estate: | |||||||
| Owner Occupied | 4,565 | 1,075 | 19 | — | 15 | (951) | 4,723 |
| Non-Owner Occupied | 14,138 | (2,847) | — | — | 46 | 719 | 12,056 |
| Residential Real Estate | 3,145 | 2,762 | 166 | (17) | 134 | 2,299 | 8,489 |
| Real Estate Construction | 2,293 | 1,502 | — | — | 37 | (444) | 3,388 |
| Farm Real Estate | 291 | (28) | — | — | — | (3) | 260 |
| Lease Financing Receivable | 429 | 1,743 | 635 | — | — | (2,510) | 297 |
| Consumer and Other | 98 | 201 | 77 | (114) | 43 | 36 | 341 |
| Unallocated | 541 | (541) | — | — | — | 19 | 19 |
| Total | $28,511 | $4,296 | $897 | $(1,431) | $452 | $4,435 | $37,160 |
| 1 Day 1 impact of $1,668 of adopting ASC 326-PCD loans was netted by changes in estimates of $771 | |||||||
A one-time CECL adoption adjustment of $4,296 along with a $897 adjustment related to ASC 326 adoption was incurred in the first quarter of 2023. For the year ended December 31, 2023, the allowance for Commercial & Agriculture loans increased due to an increase in general reserves required for this type as a result of an increase in loan balances, accompanied by an increase in classified loan balances. The result was represented as an increase in the provision. The allowance for Commercial Real Estate – Owner Occupied loans increased due to an increase in general reserves required for this type as a result of increased loan balances, partially offset by a decrease in classified loan balances. The result was represented as an increase in the provision. The allowance for Commercial Real Estate – Non-Owner Occupied loans decreased due to a decrease in general reserves required as a result of an increase in loan balances, offset by a decrease in loss rates and classified loan balances. This was represented as a decrease in the provision. The allowance for Residential Real Estate loans increased due to an increase in general reserves required for this type as a result of increased loan balances. The result was represented by an increase in the provision. The allowance for Consumer and Other loans decreased due to a decrease in loan balances. This was represented as a decrease in the provision.
| December 31, 2022 | Beginningbalance | Charge-offs | Recoveries | Provision(Credit) | EndingBalance |
|---|---|---|---|---|---|
| Commercial & Agriculture | $2,600 | $(22) | $24 | $409 | $3,011 |
| Commercial Real Estate: | |||||
| Owner Occupied | 4,464 | — | 42 | 59 | 4,565 |
| Non-Owner Occupied | 13,860 | — | 74 | 204 | 14,138 |
| Residential Real Estate | 2,597 | (97) | 163 | 482 | 3,145 |
| Real Estate Construction | 1,810 | — | 4 | 479 | 2,293 |
| Farm Real Estate | 287 | — | 6 | (2) | 291 |
| Lease Financing Receivable | — | (23) | — | 452 | 429 |
| Consumer and Other | 176 | (80) | 27 | (25) | 98 |
| Unallocated | 847 | — | — | (306) | 541 |
| Total | $26,641 | $(222) | $340 | $1,752 | $28,511 |
For the year ended December 31, 2022, the Company provided $1,752 to the allowance for credit losses, as compared to a provision of $830 for the year ended December 31, 2021. The increase in the provision was to support strong organic loan growth in the portfolio. Of this increase, $452,000 was provided to cover lease production from our CLF subsidiary since acquisition.
For the year ended December 31, 2022, the allowance for Commercial & Agriculture loans increased due to an increase in general reserves required for this type as a result of an increase in loan balances, accompanied by an increase in classified loan balances. The result was represented as an increase in the provision. The allowance for Commercial Real Estate – Owner Occupied loans increased due to an increase in general reserves required for this type as a result of increased loan balances, partially offset by a decrease in classified loan balances. 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 as a result of an increase in loan balances, partially offset by a decrease in loss rates and classified loan balances. This was represented as an increase in the provision. The allowance for Residential Real Estate loans increased due to an increase in general reserves required for this type as a result of increased loan balances. The result was represented by an increase in the provision. The allowance for Real Estate Construction loans increased due to an increase in loan balances. This was represented as an increase in the provision. The allowance for Consumer and Other loans decreased due to a decrease in loan balances. This was represented as a decrease in the provision. Management determined that the unallocated amount was appropriate and within the relevant range for the allowance that was reflective of the risk in the portfolio at December 31, 2022.
The following tables represent credit exposures by internally assigned risk ratings for the periods ended December 31, 2024 and 2023. 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.
Homogeneous loans, generally Residential Real Estate, Real Estate Construction, and Consumer and Other loans, are not risk-graded, except when collateral is used for a business purpose. These loans are monitored based on performance, with performing loans included as Pass and nonperforming loans included in Substandard.
| Term Loans Amortized Cost Basis by Origination Year | ||||||||
|---|---|---|---|---|---|---|---|---|
| Revolving | ||||||||
| December 31, 2024 | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Loans | Total |
| Commercial & Agriculture | ||||||||
| Pass | $74,397 | $55,540 | $37,078 | $33,164 | $7,477 | $13,449 | $86,804 | $307,909 |
| Special Mention | 255 | 1,225 | 511 | 32 | 1,286 | — | 4,173 | 7,482 |
| Substandard | 5,629 | 1,942 | 413 | 89 | 3 | 332 | 3,004 | 11,412 |
| Doubtful | — | — | — | — | — | — | 1,685 | 1,685 |
| Total Commercial & Agriculture | $80,281 | $58,707 | $38,002 | $33,285 | $8,766 | $13,781 | $95,666 | $328,488 |
| Commercial & Agriculture: | ||||||||
| Current-period gross charge-offs | $1,520 | $339 | $204 | $53 | $48 | $33 | $— | $2,197 |
| Commercial Real Estate - Owner Occupied | ||||||||
| Pass | $26,677 | $40,344 | $72,901 | $62,663 | $52,478 | $97,293 | $8,358 | $360,714 |
| Special Mention | — | 3,525 | 4,987 | 855 | 383 | 302 | 178 | 10,230 |
| Substandard | — | — | — | — | — | 3,189 | 234 | 3,423 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Commercial Real Estate - Owner Occupied | $26,677 | $43,869 | $77,888 | $63,518 | $52,861 | $100,784 | $8,770 | $374,367 |
| Commercial Real Estate - Owner Occupied: | ||||||||
| Current-period gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— |
| Commercial Real Estate - Non-Owner Occupied | ||||||||
| Pass | $59,635 | $227,608 | $299,079 | $170,534 | $121,313 | $280,870 | $29,219 | $1,188,258 |
| Special Mention | — | — | 7,166 | — | — | 10,533 | — | 17,699 |
| Substandard | — | — | — | 8,000 | — | 12,034 | — | 20,034 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Commercial Real Estate - Non-Owner Occupied | $59,635 | $227,608 | $306,245 | $178,534 | $121,313 | $303,437 | $29,219 | $1,225,991 |
| Commercial Real Estate - Non-Owner Occupied: | ||||||||
| Current-period gross charge-offs | $— | $— | $— | $— | $— | $672 | $— | $672 |
| Residential Real Estate | ||||||||
| Pass | $97,552 | $127,090 | $113,877 | $90,198 | $64,528 | $91,785 | $168,840 | $753,870 |
| Special Mention | 71 | 286 | — | 576 | 92 | 481 | 426 | 1,932 |
| Substandard | — | 316 | 967 | 859 | 675 | 2,655 | 1,180 | 6,652 |
| Doubtful | 1,115 | — | — | — | — | — | 300 | 1,415 |
| Total Residential Real Estate | $98,738 | $127,692 | $114,844 | $91,633 | $65,295 | $94,921 | $170,746 | $763,869 |
| Residential Real Estate: | ||||||||
| Current-period gross charge-offs | $2 | $— | $— | $3 | $— | $78 | $— | $83 |
| Revolving | ||||||||
|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Loans | Total |
| Real Estate Construction | ||||||||
| Pass | $90,417 | $133,695 | $52,564 | $10,348 | $6,841 | $2,369 | $9,449 | $305,683 |
| Special Mention | 154 | — | — | 155 | — | — | — | 309 |
| Substandard | — | — | — | — | — | — | — | — |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Real Estate Construction | $90,571 | $133,695 | $52,564 | $10,503 | $6,841 | $2,369 | $9,449 | $305,992 |
| Real Estate Construction: | ||||||||
| Current-period gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— |
| Farm Real Estate | ||||||||
| Pass | $571 | $2,125 | $495 | $2,099 | $4,122 | $11,525 | $1,490 | $22,427 |
| Special Mention | — | — | 388 | — | — | 158 | 62 | 608 |
| Substandard | — | — | — | — | — | — | — | — |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Farm Real Estate | $571 | $2,125 | $883 | $2,099 | $4,122 | $11,683 | $1,552 | $23,035 |
| Farm Real Estate: | ||||||||
| Current-period charge-offs | $— | $— | $— | $— | $— | $— | $— | $— |
| Lease Financing Receivables | ||||||||
| Pass | $18,783 | $16,516 | $6,955 | $1,563 | $426 | $65 | $— | $44,308 |
| Special Mention | 1,107 | — | — | — | — | — | — | 1,107 |
| Substandard | — | 466 | 1,000 | — | 19 | — | — | 1,485 |
| Doubtful | — | — | — | — | — | — | — | - |
| Total Lease Financing Receivables | $19,890 | $16,982 | $7,955 | $1,563 | $445 | $65 | $— | $46,900 |
| Lease Financing Receivables: | ||||||||
| Current-period charge-offs | $— | $199 | $607 | $12 | $63 | $— | $— | $881 |
| Consumer and Other | ||||||||
| Pass | $2,521 | $3,717 | $2,329 | $1,787 | $677 | $206 | $1,339 | $12,576 |
| Special Mention | — | — | — | — | — | — | — | — |
| Substandard | — | 3 | — | 9 | — | — | — | 12 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Consumer and Other | $2,521 | $3,720 | $2,329 | $1,796 | $677 | $206 | $1,339 | $12,588 |
| Consumer and Other: | ||||||||
| Current-period charge-offs | $25 | $7 | $21 | $5 | $6 | $18 | $— | $82 |
| Total Loans | $378,884 | $614,398 | $600,710 | $382,931 | $260,320 | $527,246 | $316,741 | $3,081,230 |
| Total Loans: | ||||||||
| Current-period charge-offs | $1,547 | $545 | $832 | $73 | $117 | $801 | $— | $3,915 |
| Term Loans Amortized Cost Basis by Origination Year | ||||||||
|---|---|---|---|---|---|---|---|---|
| Revolving | ||||||||
| December 31, 2023 | 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Loans | Total |
| Commercial & Agriculture | ||||||||
| Pass | $56,359 | $64,250 | $52,258 | $17,622 | $9,516 | $14,088 | $82,982 | $297,075 |
| Special Mention | 774 | — | 287 | 1,690 | — | 106 | 169 | 3,026 |
| Substandard | 396 | 86 | 67 | 131 | 271 | 73 | 3,668 | 4,692 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Commercial & Agriculture | $57,529 | $64,336 | $52,612 | $19,443 | $9,787 | $14,267 | $86,819 | $304,793 |
| Commercial & Agriculture: | ||||||||
| Current-period gross charge-offs | $— | $673 | $532 | $— | $— | $95 | $— | $1,300 |
| Commercial Real Estate - Owner Occupied | ||||||||
| Pass | $36,030 | $82,502 | $67,904 | $56,069 | $29,784 | $92,750 | $5,844 | $370,883 |
| Special Mention | 526 | 217 | 739 | 517 | - | 188 | — | 2,187 |
| Substandard | — | 231 | — | — | 3,098 | 922 | — | 4,251 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Commercial Real Estate - Owner Occupied | $36,556 | $82,950 | $68,643 | $56,586 | $32,882 | $93,860 | $5,844 | $377,321 |
| Commercial Real Estate - Owner Occupied: | ||||||||
| Current-period gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— |
| Commercial Real Estate - Non-Owner Occupied | ||||||||
| Pass | $183,439 | $269,334 | $198,832 | $136,031 | $120,659 | $206,267 | $23,016 | $1,137,578 |
| Special Mention | — | 5,774 | 6,171 | — | — | 8,688 | 277 | 20,910 |
| Substandard | — | — | — | — | 122 | 3,284 | — | 3,406 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Commercial Real Estate - Non-Owner Occupied | $183,439 | $275,108 | $205,003 | $136,031 | $120,781 | $218,239 | $23,293 | $1,161,894 |
| Commercial Real Estate - Non-Owner Occupied: | ||||||||
| Current-period gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— |
| Residential Real Estate | ||||||||
| Pass | $90,770 | $124,695 | $97,661 | $71,379 | $33,534 | $78,894 | $157,083 | $654,016 |
| Special Mention | — | — | 221 | 97 | — | 245 | — | 563 |
| Substandard | 186 | 342 | 684 | 82 | 582 | 2,063 | 1,323 | 5,262 |
| Doubtful | — | — | — | — | — | — | — | — |
| Total Residential Real Estate | $90,956 | $125,037 | $98,566 | $71,558 | $34,116 | $81,202 | $158,406 | $659,841 |
|---|---|---|---|---|---|---|---|---|
| Residential Real Estate: | ||||||||
| Current-period gross charge-offs | $— | $6 | $— | $— | $— | $11 | $— | $17 |
| Term Loans Amortized Cost Basis by Origination Year | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Revolving | ||||||||||
| December 31, 2023 · 2023 · 2022 · 2021 · 2020 · 2019 · Prior · Loans · Total | ||||||||||
| Real Estate Construction | ||||||||||
| Pass | $108,606 | $105,222 | $20,960 | $6,739 | $2,699 | $2,635 | $9,335 | $256,196 | ||
| Special Mention | — | 1,226 | 926 | 2,019 | — | — | — | 4,171 | ||
| Substandard | — | — | 42 | — | — | — | — | 42 | ||
| Doubtful | — | — | — | — | — | — | — | — | ||
| Total Real Estate Construction | $108,606 | $106,448 | $21,928 | $8,758 | $2,699 | $2,635 | $9,335 | $260,409 | ||
| Real Estate Construction: | ||||||||||
| Current-period gross charge-offs | $— | $— | $— | $— | $— | $ | - | $— | $— | |
| Farm Real Estate | ||||||||||
| Pass | $2,207 | $967 | $2,256 | $4,462 | $789 | $12,528 | $1,292 | $24,501 | ||
| Special Mention | — | — | — | — | — | 20 | — | 20 | ||
| Substandard | — | — | — | — | — | 250 | — | 250 | ||
| Doubtful | — | — | — | — | — | — | — | — | ||
| Total Farm Real Estate | $2,207 | $967 | $2,256 | $4,462 | $789 | $12,798 | $1,292 | $24,771 | ||
| Farm Real Estate: | ||||||||||
| Current-period charge-offs | $— | $— | $— | $— | $— | $— | $— | $— | ||
| Lease Financing Receivables | ||||||||||
| Pass | $28,177 | $13,924 | $6,620 | $3,678 | $1,725 | $1 | $— | $54,125 | ||
| Special Mention | — | — | — | — | — | — | — | - | ||
| Substandard | — | 8 | 38 | 61 | 231 | 17 | — | 355 | ||
| Doubtful | — | 139 | — | 15 | 8 | — | — | 162 | ||
| Total Lease Financing Receivables | $28,177 | $14,071 | $6,658 | $3,754 | $1,964 | $18 | $ | - | $54,642 | |
| Lease Financing Receivables: | ||||||||||
| Current-period charge-offs | $— | $— | $— | $— | $— | $— | $— | $— | ||
| Consumer and Other | ||||||||||
| Pass | $6,510 | $4,135 | $3,615 | $1,578 | $509 | $248 | $1,424 | $18,019 | ||
| Special Mention | — | — | — | — | — | — | — | — | ||
| Substandard | — | 2 | 14 | 15 | — | 6 | — | 37 | ||
| Doubtful | — | — | — | — | — | — | — | — | ||
| Total Consumer and Other | $6,510 | $4,137 | $3,629 | $1,593 | $509 | $254 | $1,424 | $18,056 | ||
| Consumer and Other: | ||||||||||
| Current-period charge-offs | $6 | $40 | $40 | $7 | $13 | $3 | $5 | $114 | ||
| Total Loans | $513,980 | $673,054 | $459,295 | $302,185 | $203,527 | $423,273 | $286,413 | $2,861,727 | ||
| Total Loans: | ||||||||||
| Current-period charge-offs | $7 | $719 | $572 | $7 | $13 | $109 | $5 | $1,431 | ||
The following tables include an aging analysis of the recorded investment of past due loans outstanding as of December 31, 2024 and 2023.
| December 31, 2024 | 30-59DaysPast Due | 60-89DaysPast Due | 90 Daysor Greater | Total PastDue | Current | Total Loans | Past Due90 DaysandAccruing |
|---|---|---|---|---|---|---|---|
| Commercial & Agriculture | $825 | $114 | $1,374 | $2,313 | $326,175 | $328,488 | $— |
| Commercial Real Estate: | |||||||
| Owner Occupied | — | — | 225 | 225 | 374,142 | 374,367 | 225 |
| Non-Owner Occupied | 69 | 8,000 | 2,514 | 10,583 | 1,215,408 | 1,225,991 | — |
| Residential Real Estate | 5,504 | 1,634 | 2,273 | 9,411 | 754,458 | 763,869 | — |
| Real Estate Construction | — | — | — | — | 305,992 | 305,992 | — |
| Farm Real Estate | — | — | — | — | 23,035 | 23,035 | — |
| Lease Financing Receivables | 575 | 351 | 909 | 1,835 | 45,065 | 46,900 | — |
| Consumer and Other | 181 | 37 | 3 | 221 | 12,367 | 12,588 | — |
| Total | $7,154 | $10,136 | $7,298 | $24,588 | $3,056,642 | $3,081,230 | $225 |
| December 31, 2023 | 30-59DaysPast Due | 60-89DaysPast Due | 90 Daysor Greater | Total PastDue | Current | Total Loans | Past Due90 DaysandAccruing |
|---|---|---|---|---|---|---|---|
| Commercial & Agriculture | $1,228 | $471 | $1,999 | $3,698 | $301,095 | $304,793 | $73 |
| Commercial Real Estate: | |||||||
| Owner Occupied | 4 | — | 123 | 127 | 377,194 | 377,321 | — |
| Non-Owner Occupied | — | — | — | 0 | 1,161,894 | 1,161,894 | — |
| Residential Real Estate | 4,581 | 1,180 | 1,642 | 7,403 | 652,438 | 659,841 | — |
| Real Estate Construction | — | — | — | — | 260,409 | 260,409 | — |
| Farm Real Estate | — | — | — | — | 24,771 | 24,771 | — |
| Lease Financing Receivables | 950 | 410 | 373 | 1,733 | 52,909 | 54,642 | — |
| Consumer and Other | 172 | 23 | 2 | 197 | 17,859 | 18,056 | — |
| Total | $6,935 | $2,084 | $4,139 | $13,158 | $2,848,569 | $2,861,727 | $73 |
The following table presents loans on nonaccrual status as of December 31, 2024.
| December 31, 2024 | Nonaccrual loans with a related ACL | Nonaccrual loans without a related ACL | Total Nonaccrual loans | Interest Income Recognized |
|---|---|---|---|---|
| Commercial & Agriculture | $8,901 | $3,370 | $12,271 | $1 |
| Commercial Real Estate: | ||||
| Owner Occupied | 36 | — | 36 | 79 |
| Non-Owner Occupied | 2,514 | 8,000 | 10,514 | — |
| Residential Real Estate | 4,745 | 2,131 | 6,876 | 172 |
| Real Estate Construction | — | — | - | — |
| Farm Real Estate | — | — | - | — |
| Lease Financing Receivables | 638 | 600 | 1,238 | — |
| Consumer and Other | 15 | — | 15 | 4 |
| Total | $16,849 | $14,101 | $30,950 | $256 |
The following table presents loans on nonaccrual status as of December 31, 2023.
| December 31, 2023 | Nonaccrual loans with a related ACL | Nonaccrual loans without a related ACL | Total Nonaccrual loans | Interest Income Recognized |
|---|---|---|---|---|
| Commercial & Agriculture | $914 | $4,891 | $5,805 | $9 |
| Commercial Real Estate: | ||||
| Owner Occupied | 269 | 3 | 272 | 7 |
| Non-Owner Occupied | — | 1,167 | 1,167 | — |
| Residential Real Estate | — | 4,633 | 4,633 | 26 |
| Real Estate Construction | — | 41 | 41 | — |
| Farm Real Estate | — | — | — | — |
| Lease Financing Receivables | 15 | 492 | 507 | — |
| Consumer and Other | — | 42 | 42 | 4 |
| Total | $1,198 | $11,269 | $12,467 | $46 |
The following table presents loans on nonaccrual status as of December 31, 2022.
| December 31, 2022 | Total Nonaccrual loans | Interest Income Recognized |
|---|---|---|
| Commercial & Agriculture | $774 | $— |
| Commercial Real Estate: | ||
| Owner Occupied | 386 | 143 |
| Non-Owner Occupied | 1,109 | — |
| Residential Real Estate | 3,926 | 73 |
| Real Estate Construction | 221 | — |
| Farm Real Estate | — | — |
| Lease Financing Receivables | — | — |
| Consumer and Other | 91 | 235 |
| Total | $6,507 | $451 |
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 Civista 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. 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 borrower 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. The gross interest income that would have been recorded on nonaccrual loans in 2024, 2023 and 2022 if the loans had been current in accordance with their original terms and had been outstanding throughout the period or since origination, if held for part of the period, was $657, $446 and $384, respectively. The amount of interest income on such loans recognized on a cash basis was $256 in 2024, $343 in 2023 and $451 in 2022.
In accordance with the adoption of ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, accounting guidance for Troubled Debt Restructurings ("TDRs") for creditors has been eliminated. New guidance with respect to recognition, measurement, and disclosures of loans for borrowers experiencing financial difficulties supersedes guidance on TDRs. Under ASU 2022-02, the Company is required to evaluate whether a loan modification represents a new loan or a continuation of an existing loan. The amendment enhanced existing disclosure requirements and introduced new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty under criteria of principal forgiveness, interest rate reduction, other-than-insignificant payment delay, or term extension.
Of the loans modified as of December 31, 2024, $16.6 million were on non-accrual status and partial charge-offs have in some cases been taken against the outstanding balance. The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each loan upon loan origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of loans to borrowers experiencing financial difficulty. The Company uses probability of default/loss given default, discounted cash flows or remaining life method to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification.
The following table shows the amortized cost basis at the end of the reporting period of the loans modified to borrowers experiencing financial difficulty, disaggregated by loan category and type of modification granted during the year ended December 31, 2024. The percentage of the amortized cost basis of loans that were modified to borrowers experiencing financial difficulty as compared to the amortized cost basis of each class of loan category is also presented below:
| Loans Modifications Made to Borrowers Experiencing Financial Difficulty | |||||
|---|---|---|---|---|---|
| (Dollars in Thousands) | |||||
| Term Extension · Payment Deferral | |||||
| Loan Type · Amortized Cost Basis · Percent of total loans bycategory · Amortized Cost Basis · Percent of total loans bycategory | |||||
| Commercial & Agriculture | $4,549 | 1.38% | $435 | 0.13% | |
| Commercial Real Estate: | |||||
| Owner Occupied | — | — | — | — | |
| Non-Owner Occupied | 8,000 | 0.65% | 2,514 | 0.21% | |
| Residential Real Estate | 1,115 | 0.15% | — | — | |
| Real Estate Construction | — | — | — | — | |
| Farm Real Estate | — | — | — | — | |
| Consumer and Other | — | — | — | — | |
| Total Loan Modifications | $13,664 | $2,949 | |||
The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty:
| Term Extension | |
| Loan Type | Financial Effect |
|---|---|
| Commercial & Agriculture | - 6 month, 12 month and 62 month term extensions |
| Commercial Real Estate: | |
| Owner Occupied | |
| Non-Owner Occupied | - 6 month term extension |
| Residential Real Estate | - 35 month term extension |
| Real Estate Construction | |
| Farm Real Estate | |
| Consumer and Other | |
| Payment Deferral | |
| Loan Type | Financial Effect |
| Commercial & Agriculture | - 5 month payment deferral |
| Commercial Real Estate: | |
| Owner Occupied | |
| Non-Owner Occupied | - 5 month and 7.5 month payment deferral |
| Residential Real Estate | |
| Real Estate Construction | |
| Farm Real Estate | |
| Consumer and Other | |
Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount. There wereno modification loans that had a payment default during the year ended December 31, 2024 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty. There wereno loans modified to borrowers experiencing financial difficulty during the period ended December 31, 2023. There wereno loans modified in a troubled debt restructuring during the period ended December 31, 2022.
The Company closely monitors the performance of the loans that were modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. Twelve of the modified loans are on nonaccrual as of December 31, 2024.
Individually Evaluated Loans: Larger (greater than $350) Commercial & Agricultural and Commercial Real Estate loan relationships, as well as Residential Real Estate and Consumer loans and Lease financing receivables that are part of a larger relationship are individually evaluated on a quarterly basis, when they do not share similar risk characteristics with the collectively evaluated pools. 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 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. The Company’s policy for recognizing interest income on individually evaluated loans does not differ from its overall policy for interest recognition.
The following tables present the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related allowance for credit losses allocated to these loans.
| December 31, 2024 | Real Estate | Other | Allowance for Credit Losses |
|---|---|---|---|
| Commercial & Agriculture | $— | $8,179 | $1,679 |
| Commercial Real Estate: | |||
| Owner Occupied | — | — | — |
| Non-Owner Occupied | 10,514 | — | 674 |
| Residential Real Estate | 2,131 | — | — |
| Real Estate Construction | — | — | — |
| Farm Real Estate | — | — | — |
| Lease Financing Receivables | — | 665 | 6 |
| Consumer and Other | — | — | — |
| Total | $12,645 | $8,844 | $2,359 |
| December 31, 2023 | Real Estate | Other | Allowance for Credit Losses |
|---|---|---|---|
| Commercial & Agriculture | $— | $4,674 | $945 |
| Commercial Real Estate: | |||
| Owner Occupied | 308 | — | 37 |
| Non-Owner Occupied | 1,167 | — | 268 |
| Residential Real Estate | 149 | — | — |
| Real Estate Construction | — | — | — |
| Farm Real Estate | — | — | — |
| Lease Financing Receivables | — | 61 | 15 |
| Consumer and Other | — | — | — |
| Total | $1,624 | $4,735 | $1,265 |
Collateral-dependent loans consist primarily of Residential Real Estate, Commercial Real Estate and Commercial and Agricultural loans. These loans are individually evaluated when foreclosure is probable or when the repayment of the loan is expected to be provided substantially through the operation or sale of the underlying collateral. In the case of Commercial and Agricultural loans secured by equipment, the fair value of the collateral is estimated by third-party valuation experts. Loan balances are charged down to the underlying collateral value when they are deemed uncollectible. Note that the Company did not elect to use the collateral maintenance agreement practical expedient available under CECL.
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 December 31, 2024 and 2023, there wereno foreclosed assets included in Other assets. As of December 31, 2024 and 2023, the Company had initiated formal foreclosure procedures on $669 and $1,018, respectively, of Residential Real Estate loans.
Allowance for Credit Losses on Off-Balance-Sheet Credit Exposures
The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk from a contractual obligation to extend credit. The allowance for credit losses on off-balance sheet credit exposures is recorded within accrued expenses and other liabilities on the Consolidated Balance Sheet with adjustments recorded in provision for credit losses on the Consolidated Statements of Operations. The estimated credit loss includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The estimate of expected credit loss is based on the historical loss rate for the loan class in which the loan commitments would be classified as if funded.
The following table lists the allowance for credit losses on off-balance sheet credit exposures as of December 31, 2024:
| Twelve Months Ended | ||
|---|---|---|
| December 31, | ||
| 2024 | 2023 | |
| Beginning of Period | $3,901 | — |
| CECL adoption adjustments | — | 3,386 |
| Charge-offs | — | — |
| Recoveries | — | — |
| Provision | (521) | 515 |
| End of Period | $3,380 | 3,901 |
NOTE 6 - OTHER COMPREHENSIVE INCOME (LOSS)
The following table presents the components of other comprehensive income (loss), net of tax, as of December 31, 2024, 2023 and 2022:
| Before Tax | Tax Effect | Net of Tax | |
|---|---|---|---|
| Net unrealized losses on investment securities: | |||
| Other comprehensive loss before reclassifications | $(7,338) | $(1,537) | $(5,801) |
| Amounts reclassified from accumulated other comprehensive loss | (33) | (7) | (26) |
| Net unrealized losses on investment securities | (7,371) | (1,544) | (5,827) |
| Defined benefit plans: | |||
| Other comprehensive income before reclassifications | — | — | — |
| Amounts reclassified from accumulated other comprehensive loss | — | — | — |
| Defined benefit plans, net | — | — | — |
| Other comprehensive loss | $(7,371) | $(1,544) | $(5,827) |
| Net unrealized gains on investment securities: | |||
| Other comprehensive gain before reclassifications | $12,330 | $2,583 | $9,747 |
| Amounts reclassified from accumulated other comprehensive loss | — | — | — |
| Net unrealized gains on investment securities | 12,330 | 2,583 | 9,747 |
| Defined benefit plans: | |||
| Other comprehensive income before reclassifications | 972 | 204 | 768 |
| Amounts reclassified from accumulated other comprehensive loss | — | — | — |
| Defined benefit plans, net | 972 | 204 | 768 |
| Other comprehensive loss | $13,302 | $2,787 | $10,515 |
| Net unrealized losses on investment securities: | |||
| Other comprehensive loss before reclassifications | $(85,517) | $(18,079) | $(67,438) |
| Amounts reclassified from accumulated other comprehensive loss | (10) | (2) | (8) |
| Net unrealized losses on investment securities | (85,527) | (18,081) | (67,446) |
| Defined benefit plans: | |||
| Other comprehensive income before reclassifications | 736 | 155 | 581 |
| Amounts reclassified from accumulated other comprehensive loss | — | — | — |
| Defined benefit plans, net | 736 | 155 | 581 |
| Other comprehensive loss | $(84,791) | $(17,926) | $(66,865) |
The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax, as of December 31, 2024, 2023 and 2022.
| For the Year EndedDecember 31, 2024 | For the Year EndedDecember 31, 2023 | For the Year EndedDecember 31, 2022 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| UnrealizedGains andLosses onAvailablefor SaleSecurities | DefinedBenefitPensionItems | Total | UnrealizedGains andLosses onAvailablefor SaleSecurities | DefinedBenefitPensionItems | Total | UnrealizedGains andLosses onAvailablefor SaleSecurities | DefinedBenefitPensionItems | Total | |
| Beginning balance | $(43,024) | $(4,506) | $(47,530) | $(52,771) | $(5,274) | $(58,045) | $14,675 | $(5,855) | $8,820 |
| Other comprehensive income (loss) before classifications | (5,801) | — | (5,801) | 9,747 | 768 | 10,515 | (67,438) | 581 | (66,857) |
| Amounts reclassified from accumulated other comprehensive income (loss) | (26) | — | (26) | — | — | — | (8) | — | (8) |
| Net current-period other comprehensive income(loss) | (5,827) | — | (5,827) | 9,747 | 768 | 10,515 | (67,446) | 581 | (66,865) |
| Ending balance | $(48,851) | $(4,506) | $(53,357) | $(43,024) | $(4,506) | $(47,530) | $(52,771) | $(5,274) | $(58,045) |
The following table presents the amounts reclassified out of each component of accumulated other comprehensive loss as of December 31, 2024, 2023 and 2022.
| Amount Reclassified fromAccumulated OtherComprehensive Loss (a) | ||||
|---|---|---|---|---|
| For the year ended December 31, | ||||
| Details about Accumulated OtherComprehensive Income(Loss) Components | 2024 | 2023 | 2022 | Affected Line Item in theStatement Where Net Income isPresented |
| Unrealized gains (losses) on available for sale securities | $33 | $— | $10 | Net gain on sale of securities |
| Tax effect | (7) | — | (2) | Income taxes |
| 26 | — | 8 | ||
| Amortization of defined benefit pension items | ||||
| Actuarial losses | —(b) | —(b) | —(b) | Other operating expenses |
| Tax effect | — | — | — | Income taxes |
| — | — | — | ||
| Total reclassifications for the period | $26 | $— | $8 | |
(a)
Amounts in parentheses indicate expenses and other amounts indicate income.
(b)
These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost.
NOTE 7 - PREMISES AND EQUIPMENT
Year-end premises and equipment were as follows:
| At December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Land and improvements | $8,303 | $8,392 |
| Buildings and improvements | 40,494 | 40,418 |
| Furniture and equipment | 66,352 | 76,564 |
| Total | 115,149 | 125,374 |
| Accumulated depreciation | (67,983) | (68,605) |
| Premises and equipment, net | $47,166 | $56,769 |
Depreciation expense was $9,545 in 2024, $10,760 in 2023 and $4,456 in 2022.
The Company is the lessor of equipment under operating leases to customers. The operating lease assets are presented within furniture and equipment in the table above and classified on the Consolidated Balance Sheets as premises and equipment. The total cost of leased assets at December 31, 2024 and 2023, was $31,168 and $41,730, respectively, and total accumulated depreciation on leased assets was ($12,032) and ($15,163), respectively. Depreciation expense on lease assets for the years ended December 31, 2024, 2023, and 2022 was $8,283, $9,636, and $1,918, respectively. The increase in depreciation expense from 2022 is due to the acquisition of operating leases in connection with the acquisition of VFG during the fourth quarter of 2022, resulting in a partial year depreciation expense.
NOTE 8 - GOODWILL AND INTANGIBLE ASSETS
The balance of goodwill was $125,520 at December 31, 2024 and $125,520 at December 31, 2023.
Management performs an evaluation of goodwill for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Management performed an evaluation of the Company’s goodwill during the fourth quarter of 2024. Based on this test, management concluded that the Company’s goodwill was not impaired at December 31, 2024.
Acquired intangible assets were as follows as of year-end.
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| GrossCarryingAmount | AccumulatedAmortization | NetCarryingAmount | GrossCarryingAmount | AccumulatedAmortization | NetCarryingAmount | |
| Core deposit intangible assets(1): | ||||||
| Core deposit intangibles | 12,668 | 7,662 | 5,006 | 12,668 | 6,178 | 6,490 |
| Total core deposit intangible assets | $12,668 | $7,662 | $5,006 | $12,668 | $6,178 | $6,490 |
(1)
Excludes fully amortized core deposit intangible assets
Aggregate core deposit intangible amortization expensewas $1,484,$1,579 and $1,296 for 2024, 2023 and 2022, respectively.
Activity for mortgage servicing rights (MSRs) and the related valuation allowance follows:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Mortgage Servicing Rights: | |||
| Beginning of year | $3,018 | $2,689 | $2,642 |
| Additions | 202 | 659 | 397 |
| Disposals | — | — | — |
| Amortized to expense | 343 | 330 | 350 |
| Other Charges | — | — | — |
| Change in valuation allowance | — | — | — |
| End of year | $2,877 | $3,018 | $2,689 |
| Valuation allowance: | |||
| Beginning of year | $— | $— | $— |
| Additions expensed | — | — | — |
| Reductions credited to operations | — | — | — |
| Direct write-offs | — | — | — |
| End of year | $— | $— | $— |
The unpaid principal balance of mortgage loans serviced for third parties was $419,407 at December 31, 2024, compared to $442,635 at December 31, 2023 and $456,149 at December 31, 2022.
Aggregate mortgage servicing rights (MSRs) amortizationwas $343, $330 and $350 for 2024, 2023 and 2022, respectively.
Mortgage loan contractual servicing fees were $1,085, $1,137 and $1,063 for 2024, 2023 and 2022, respectively. Mortgage loan contractual servicing fees are included in Other income on the Consolidated Statements of Operations.
The fair value of servicing rights was $3,854, $3,018, and $2,689 at year-end 2024, 2023 and 2022, respectively. Fair value at year-end 2024 was determined using a discount rate range of 5.3% to 10.4% with the average discount rate of 6.96%, weighted average prepayment speed of 10.83%, depending on the stratification of the specific right, and a weighted average default rate of 0.0%. Fair value at year-end 2023 was determined using a discount rate of 12.0%, prepayment speeds ranging from 4.6% to 11.0%, depending on the stratification of the specific right, and a default rate of 0.0%.
Estimated amortization expense for each of the next five years and thereafter is as follows:
| MSRs · Core depositintangibles · Total | |||
|---|---|---|---|
| 2025 | $165 | $1,316 | $1,481 |
| 2026 | 163 | 1,193 | 1,356 |
| 2027 | 159 | 1,071 | 1,230 |
| 2028 | 153 | 782 | 935 |
| 2029 | 151 | 282 | 433 |
| Thereafter | 2,086 | 362 | 2,448 |
| $2,877 | $5,006 | $7,883 | |
NOTE 9 - INTEREST-BEARING DEPOSITS
Interest-bearing deposits as of December 31, 2024 and 2023 were as follows:
| 2024 | 2023 | |
|---|---|---|
| Demand | $419,583 | $449,449 |
| Savings and Money markets | 1,152,239 | 863,067 |
| Certificates of Deposit: | ||
| $250 and over | 120,543 | 92,933 |
| Other | 782,209 | 765,734 |
| Individual Retirement Accounts | 42,202 | 42,146 |
| Total | $2,516,776 | $2,213,329 |
Scheduled maturities of certificates of deposit ("CDs"), including IRAs, at December 31, 2024 were as follows:
| 2025 | $888,354 |
| 2026 | 34,928 |
| 2027 | 10,192 |
| 2028 | 5,620 |
| 2029 | 5,719 |
| Thereafter | 141 |
| Total | $944,954 |
Deposits from the Company’s principal shareholders, officers, directors, and their affiliates at year-end 2024 and 2023 were $11,769 and $11,546, respectively.
As of December 31, 2024 and December 31, 2023, CDs and IRAs totaling$125,868 and $98,158, respectively, met or exceeded the FDIC’s insurance limit of $250,000.
As of December 31, 2024 and December 31, 2023, brokered deposits totaled $500,265 and $517,190, respectively.
NOTE 10 - SHORT-TERM BORROWINGS
Short-term borrowings, which consist of federal funds purchased and other short-term FHLB advances are summarized as follows:
| At December 31, 2024 | At December 31, 2023 | |||
|---|---|---|---|---|
| FederalFundsPurchased | Short-term FHLB Advances | FederalFundsPurchased | Short-term FHLB Advances | |
| Outstanding balance at year end | $— | $339,000 | $— | $338,000 |
| Maximum indebtedness during the year | 50,000 | 501,500 | — | 521,500 |
| Average balance during the year | 137 | 341,692 | — | 280,887 |
| Average rate paid during the year | 5.27% | 5.23% | — | 5.12% |
| Interest rate on year end balance | — | 4.42% | — | 5.41% |
Average balances during the year represent daily averages. Average interest rates represent interest expense divided by the related average balances.
These borrowing transactions can range from overnight to six months in maturity. The average maturity wasone day at December 31, 2024.
NOTE 11 - FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWINGS
Long-term advances from the FHLB were $1,501 and $2,392 at December 31, 2024 and December 31, 2023, respectively. Outstanding balances have maturity dates between May 2025 and June 2028 with fixed rates ranging from 1.18% to 2.97%. The weighted average rate on outstanding advances was 2.44% at December 31, 2024. Outstanding advances are prepayable in whole or in part and could be subject to a termination fee.
Other borrowings totaled $6,293 at December 31, 2024, and included borrowings from the CLF division of Civista. The weighted average rate on these borrowings was 6.72%and the weighted average life was 30 months.
Scheduled principal reductions of FHLB advances outstanding at December 31, 2024 were as follows:
| 2025 | $684 |
| 2026 | 470 |
| 2027 | 273 |
| 2028 | 74 |
| Total | $1,501 |
In addition to FHLB borrowings, the Company had outstanding letters of credit with the FHLB totaling $128,400 and $24,400 at year-end 2024 and 2023, respectively, used for pledging to secure public funds. FHLB borrowings and the letters of credit were collateralized by FHLB stock and by$1,234,624 and $1,044,027 of residential mortgage loans under a blanket lien arrangement at year-end 2024 and 2023, respectively.
The Company had a FHLB maximum borrowing capacity of $839,034 as of December 31, 2024, with remaining borrowing capacity of approximately $370,133. The borrowing arrangement with the FHLB is subject to annual renewal. The maximum borrowing capacity is recalculated at least quarterly.
NOTE 12 - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
Effective in July 2023, the Company no longer sells securities under agreement to repurchase. Prior to that time, securities sold under agreements to repurchase were used to facilitate the needs of our customers as well as to facilitate our short-term funding needs. Securities sold under repurchase agreements were 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 were maintained with our safekeeping agents.
The following table presents detail regarding the securities pledged as collateral under repurchase agreements as of December 31, 2024 and 2023. All of the repurchase agreements are overnight agreements.
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Securities pledged for repurchase agreements: | ||
| U.S. Treasury securities | $— | $— |
| Obligations of U.S. government agencies | — | — |
| Total securities pledged | $— | $— |
| Gross amount of recognized liabilities for repurchase agreements | $— | $— |
| Amounts related to agreements not included in offsetting disclosures above | $— | $— |
Information concerning securities sold under agreements to repurchase was as follows:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Outstanding balance at year end | $— | $— | $25,143 |
| Average balance during the year | — | 8,685 | 24,390 |
| Average interest rate during the year | — | 0.05% | 0.05% |
| Maximum month-end balance during the year | $— | $21,658 | $26,044 |
| Weighted average interest rate at year end | — | — | 0.05% |
NOTE 13 - SUBORDINATED DEBENTURES
The following table summarizes the Company's subordinated debentures at December 31, 2024 and 2023:
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Subordinated Note - fixed interest rate until November 30, 2026 then variable interest rate equal to SOFR plus 2.19%, the rate was 3.25% at December 31, 2024 and 2023, respectively - $75,000 maturing December 31, 2031; net of unamortized debt issuance costs of $1,260 and $1,406 as of December 31, 2024 and 2023, respectively | $73,740 | $73,594 |
| First Citizens Statutory Trust II - variable interest equal to 3-month CME Term SOFR plus 3.15%, which was 8.07% and 8.81% at December 31, 2024 and 2023, respectively - $7,732 maturing March 26, 2033 | 7,732 | 7,732 |
| First Citizens Statutory Trust III - variable interest equal to 3-month CME Term SOFR plus 2.25%, which was 7.32% and 7.91% at December 31, 2024 and 2023, respectively - $12,887 maturing September 20, 2034 | 12,887 | 12,887 |
| First Citizens Statutory Trust IV - variable interest equal to 3-month CME Term SOFR plus 1.60%, which was 6.81% and 7.27% at December 31, 2024 and 2023, respectively - $5,155 maturing March 23, 2037 | 5,155 | 5,155 |
| Futura TPF Trust I - variable interest rate equal to 3-month CME Term SOFR plus 1.66%, which was 6.87% and 7.33% at December 31, 2024 and 2023, and respectively - $2,578 maturing June 15, 2035 | 2,578 | 2,578 |
| Futura TPF Trust II - variable interest rate equal to 3-month CME Term SOFR plus 1.66%, which was 6.87% and 7.33% at December 31, 2024 and 2023, respectively - $2,070 maturing June 15, 2035; net of purchase discount of $73 | 1,997 | 1,997 |
| Total subordinated debentures | $104,089 | $103,943 |
On November 30, 2021, the Company entered into a Subordinated Note Purchase Agreement pursuant to which the Company sold and issued $75,000 aggregate principal amount of its 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031(the "Notes"). The Notes have a stated maturity of December 31, 2031.
The Notes initially bear interest at a fixed rate of 3.25% per annum, from and including November 30, 2021, to but excluding December 1, 2026, with interest payable semi-annually in arrears. From and including December 1, 2026, to but excluding the stated maturity date or early redemption date, the interest rate will reset quarterly to an annual floating rate equal the then-current benchmark rate, which will initially be the three-month Secured Overnight Financing Rate (SOFR) plus 219 basis points, with interest during such period payable quarterly in arrears. If three-month SOFR cannot be determined during the applicable floating rate period, a different index will be determined and used in accordance with the terms of the Notes and underlying Indenture.
Priorto December 1, 2026, the Company may redeem the Notes, in whole but not in part, only under certain limited circumstances as set forth in the Indenture. On or after December 1, 2026, the Company may, at its option, redeem the Notes, in whole or in part, on any interest payment date, subject to the receipt of any required regulatory approvals. Any redemption by the Company would be at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption.
On March 26, 2003, the Company formed First Citizens Statutory Trust II. The Company issued $7,700 of subordinated debentures to First Citizens Statutory Trust II in exchange for ownership of all the common securities of the First Citizens Statutory Trust II. The Company is not considered the primary beneficiary of First Citizens Statutory Trust II; therefore, the trust is not consolidated in the Company's financial statements, but rather the subordinated debentures are shown as a liability. The Company's investment in the common stock of the trust was $232 and is included in Other assets.
On September 20, 2004, the Company formed First Citizens Statutory Trust III. The Company issued $12,900 of subordinated debentures to First Citizens Statutory Trust III in exchange for ownership of all the common securities of the First Citizens Statutory Trust III. The Company is not considered the primary beneficiary of First Citizens Statutory Trust III; therefore, the trust is not consolidated in the Company's financial statements, but rather the subordinated debentures are shown as a liability. The Company's investment in the common stock of the trust was $387 and is included in Other assets.
On March 23, 2007, the Company formed First Citizens Statutory Trust IV. The Company issued $5,200 of subordinated debentures to First Citizens Statutory Trust IV in exchange for ownership of all the common securities of the First Citizens Statutory Trust IV. The Company is not considered the primary beneficiary of First Citizens Statutory Trust IV; therefore, the trust is not consolidated in the Company's financial statements, but rather the subordinated debentures are shown as a liability. The Company's investment in the common stock of the trust was $155 and is included in Other assets.
In conjunction with the acquisition of Futura Banc Corp. ("Futura") on December 17, 2007, the Company assumed $4,700 of subordinated debentures that were recorded at a fair value of $4,600 at the time of acquisition. On June 15, 2005, Futura issued $2,600 of subordinated debentures to Futura TPF Trust I in exchange for ownership of all the common securities of the trust. On June 15, 2005, Futura issued $2,100 of subordinated debentures to Futura TPF Trust II in exchange for ownership of all the common securities of the trust. The Company is not considered the primary beneficiary of Futura TPF Trust I or Futura TPF Trust II; therefore, the trusts are not consolidated in the Company's financial statements, but rather the subordinated debentures are shown as a liability. The Company's investment in the common stock of the trusts was $148 and is included in Other assets.
For all the debentures mentioned above, interest is payable quarterly. The debentures and the common securities issued by each of the trusts are redeemable in whole or in part on dates specified in the trust indenture document. All of the subordinated debentures mentioned above may be included in Tier 1 capital (with certain limitations applicable) under current regulatory guidelines and interpretations.
NOTE 14 - INCOME TAXES
Income taxes were as follows for the years ended December 31:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Current - federal | $6,498 | $8,256 | $6,973 |
| Current - state | 246 | 68 | 152 |
| Deferred | (1,853) | (675) | 483 |
| Income taxes | $4,891 | $7,649 | $7,608 |
Effective tax rates differed from the statutory federal income tax rate of 21% in 2024, 2023 and 2022 due to the following:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Income taxes computed at the statutory federal tax rate | $7,681 | $10,629 | $9,878 |
| Add (subtract) tax effect of: | |||
| Tax-exempt interest income, net | (1,975) | (1,938) | (1,666) |
| Low income housing investments | (555) | (620) | (679) |
| Cash surrender value of BOLI | (471) | (233) | (207) |
| Other | 211 | (189) | 282 |
| Income tax expense | $4,891 | $7,649 | $7,608 |
Year-end deferred tax assets and liabilities were due to the following:
| 2024 | 2023 | |
|---|---|---|
| Deferred tax assets | ||
| Allowance for credit losses | $8,554 | $7,711 |
| Unrealized loss on securities available for sale | 13,104 | 11,633 |
| Unrealized loss on minimum pension liability | 1,198 | 1,198 |
| Deferred compensation | 1,241 | 1,155 |
| Unfunded commitment liability | 733 | 819 |
| Deferred loan fees, net | 583 | 576 |
| Purchase accounting adjustments | 524 | 135 |
| Accrued compensation | 674 | 368 |
| Lease liability | 231 | 343 |
| Other | 74 | 287 |
| Deferred tax asset | 26,916 | 24,225 |
| Deferred tax liabilities | ||
| Fixed assets depreciation | (1,968) | (2,198) |
| Prepaid pension | (1,602) | (1,343) |
| Loan servicing rights | (624) | (634) |
| Discount accretion on securities | (244) | (502) |
| FHLB stock dividends | (126) | (223) |
| Right of use asset | (231) | (343) |
| Prepaids | (297) | (314) |
| Other | (143) | (311) |
| Deferred tax liability | (5,235) | (5,868) |
| Net deferred tax asset | $21,681 | $18,357 |
At December 31, 2024, the Company hadno net operating losses subject to Section 382 limitations. As of December 31, 2023, the Company had $30 in net operating losses subject to Section 382 limitations. No valuation allowance was established at December 31, 2024 and 2023, due to the Company’s ability to carryforward net operating losses to taxes paid in future years and certain tax strategies, coupled with the anticipated future income as evidenced by the Company’s earning potential.
There is currentlyno liability for uncertain tax positions andno known unrecognized tax benefits.
The Company’s federal tax returns for taxable years through 2019 have been closed for purposes of examination by the Internal Revenue Service.
NOTE 15 - RETIREMENT PLANS
The Company sponsors a savings and retirement 401(k) plan, which covers all employees who meet certain eligibility requirements and who choose to participate in the plan. The matching contribution to the 401(k) plan was $1,688, $1,608 and $1,377 in 2024, 2023 and 2022, respectively. The Company’s matching contribution is 100% of an employee’s first three percent contributed and 50% of the next two percent contributed.
The Company also sponsors a pension plan which is a noncontributory defined benefit retirement plan for all employees who have attained the age of 20 1 ⁄ 2, completedsix months of service and work 1,000 or more hours per year. 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 April 2014, the Company amended the pension plan again to provide thatno additional benefits would accrue beyond April 30, 2014.
In October 2015, the Company, on behalf of it and its subsidiaries, entered into Pension Shortfall Agreements (the “Shortfall Agreements”) withten employees of Civista. When the Company ceased accruals to its defined benefit pension plan on April 30, 2014, the circumstances of some participants with limited periods until their anticipated retirement dates would not permit them to use other available alternatives to make up for the shortfall in their expected pension. The Company calculated the total amount of the shortfall for each of the referenced individuals after considering its contributions to other retirement benefits. Pension shortfall expense was $82 in 2024, $118 in 2023 and $145 in 2022. Included in pension shortfall expense was interest expense, totaling $36, $36 and $24 in 2024, 2023 and 2022, respectively, which was also recorded in and credited to the accounts of the individuals covered by this plan.
Information about the pension plan is as follows:
| 2024 | 2023 | |
|---|---|---|
| Change in benefit obligation: | ||
| Beginning benefit obligation | $8,019 | $10,123 |
| Service cost | — | — |
| Interest cost | 360 | 454 |
| Curtailment gain | — | — |
| Settlement loss | — | — |
| Actuarial (gain)/loss | (537) | (637) |
| Benefits paid | (910) | (1,921) |
| Settlement payments | — | — |
| Ending benefit obligation | 6,932 | 8,019 |
| Change in plan assets, at fair value: | ||
| Beginning plan assets | 9,953 | 10,934 |
| Actual return | 230 | 940 |
| Employer contribution | — | — |
| Benefits paid | (910) | (1,921) |
| Settlement payments | — | — |
| Administrative expenses | — | — |
| Ending plan assets | 9,273 | 9,953 |
| Funded status at end of year | $2,341 | $1,934 |
Amounts recognized in accumulated other comprehensive income (loss) at December 31, consist of unrecognized actuarial loss of $4,506, net of $1,198 tax in 2024 and $4,506, net of $1,198 tax in 2023.
The accumulated benefit obligation for the defined benefit pension plan was $6,932 at December 31, 2024 and $8,019 at December 31, 2023.
The components of net periodic pension expense were as follows:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Service cost | $— | $— | $— |
| Interest cost | 360 | 454 | 392 |
| Expected return on plan assets | (767) | (605) | (732) |
| Net amortization and deferral | — | — | — |
| Net periodic pension cost (benefit) | (407) | (151) | (340) |
| Additional loss due to settlement | — | — | — |
| Total pension cost (benefit) | $(407) | $(151) | $(340) |
| Net loss (gain) recognized in other comprehensive income | $0 | $(972) | $(736) |
| Total recognized in net periodic benefit cost and other comprehensive loss (before tax) | $(407) | $(1,123) | $(1,076) |
The components of net periodic benefit cost other than the service cost component are included in the line item “Other operating expenses” in the Consolidated Statement of Operations.
The estimated net loss for the defined benefit pension plan that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is $80. The Company didnot incur any settlement costs related to the pension plan in 2024, 2023 or 2022.
The weighted average assumptions used to determine benefit obligations at year-end were as follows:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Discount rate on benefit obligation | 5.54% | 4.76% | 4.95% |
| Long-term rate of return on plan assets | 5.00% | 5.53% | 4.84% |
| Rate of compensation increase | 0.00% | 0.00% | 0.00% |
The weighted average assumptions used to determine net periodic pension cost were as follows:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Discount rate on benefit obligation | 4.76% | 4.95% | 2.74% |
| Long-term rate of return on plan assets | 5.53% | 4.84% | 3.84% |
| Rate of compensation increase | 0.00% | 0.00% | 0.00% |
The Company uses long-term market rates to determine the discount rate on the benefit obligation. Declines in the discount rate lead to increases in the actuarial loss related to the benefit obligation.
The expectation for long-term rate of return on the pension assets and the expected rate of compensation increases are reviewed periodically by management in consultation with outside actuaries and primary investment consultants. Factors considered in setting and adjusting these rates are historic and projected rates of return on the portfolio and historic and estimated rates of increases of compensation. Since the pension plan is frozen, the rate of compensation increase used to determine the benefit obligation for 2024, 2023 and 2022 waszero.
The Company’s pension plan asset allocation at year-end 2024 and 2023 and target allocation for 2024 by asset category are as follows:
| Target Allocation · Percentage of Plan Assets at Year-end | |||
|---|---|---|---|
| Asset Category | 2024 | 2024 | 2023 |
| Equity securities | 0-30% | 20.0% | 20.0% |
| Debt securities | 70-100 | 80.0 | 80.0 |
| Total | 100.0% | 100.0% | |
The Company developed the pension plan investment policies and strategies for plan assets with its pension management firm. The assets are currently invested in seven diversified investment funds, which include four equity funds and three bond funds. The long-term guidelines from above were created to maximize the return on portfolio assets while reducing the risk of the portfolio. The management firm may allocate assets among the separate accounts within the established long-term guidelines. Transfers among these accounts will be at the management firm’s discretion based on their investment outlook and the investment strategies that are outlined at periodic meetings with the Company. The expected long-term rate of return on the plan assets was 5.00% in 2024 and 5.53% in 2023. This return is based on the expected return for each of the asset categories, weighted based on the target allocation for each class.
The Company doesnot expect to make any contribution to its pension plan in 2025. Employer contributions totaled $0 in 2024 and 2023. A decrease in the benefit obligations, offset by a decrease in the fair value of plan assets led to an increase in the funded status from $1,934 at December 31, 2023 toa funded status of $2,341 at December 31, 2024.
Common/Collective Trust Funds
Common/Collective Trust Funds are valued at the daily net asset value ("NAV") as reported by the funds. These funds are not traded in an active market or exchange, and the NAV per unit is calculated by dividing the net assets of the fund by the number of units outstanding, which includes observable inputs. The method described above may
produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the pension plan believes its valuation method is appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Certain investments that are measured at fair value using the NAV per share (or its equivalent) as a practical expedient are not required to be categorized in the fair value hierarchy tables.
Fair Value of Investments in Entities That Use NAV
The following table summarizes investments measured at fair value based on NAV per share as of December 31, 2024 and 2023, respectively:
| December 31, 2024 | Fair Value | Unfunded Commitments | Redemption Frequency (if currently eligible) | Redemption Notice Period |
|---|---|---|---|---|
| Common/collective trust funds | $9,273 | N/A | Daily | Daily |
| December 31, 2023 | Fair Value | Unfunded Commitments | Redemption Frequency (if currently eligible) | Redemption Notice Period |
|---|---|---|---|---|
| Common/collective trust funds | $9,953 | N/A | Daily | Daily |
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the pension plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Expected benefit payments over the next ten years, which reflect expected future service, are as follows:
| 2025 | $219 |
| 2026 | 249 |
| 2027 | 272 |
| 2028 | 282 |
| 2029 | 305 |
| 2030 through 2034 | 2,564 |
Supplemental Executive Retirement Plan
Civista established a supplemental executive retirement plan (“SERP”) in 2011, which covers key members of management. The SERP was amended and restated effective January 1, 2024. Under the SERP, participants will receive annually, following retirement, a percentage of their base compensations at the time of their retirement for a maximum often years. The SERP liability recorded at December 31, 2024, was $4,593, compared to $4,083 at December 31, 2023. The expense related to the SERP was $779, $233 and $420 for 2024, 2023 and 2022, respectively. Distributions to participants made in 2024, 2023 and 2022 totaled $270, $176, and $173, respectively.
NOTE 16 - 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 authorized the Company to grant options, stock awards, stock units and other awards for up to 375,000 common shares of the Company. The 2014 Incentive Plan expired in accordance with its terms on April 16, 2024, and no further awards may be granted under the 2014 Incentive Plan after April 16, 2024. On February 20, 2024, the Company's Board of Director's adopted the Civista Bancshares, Inc. 2024 Incentive Plan (the "2024 Incentive Plan"), which was subsequently approved by the shareholders of the Company at the Annual Meeting of Shareholders held on April 16, 2024. The 2024 Incentive Plan authorizes the Company to grant options, stock awards, stock units and other awards for up to 450,000 common shares of the Company. There were 438,087 shares available for grants under this plan at December 31, 2024.
No options were granted under the 2014 Incentive Plan or the 2024 Incentive Plan during the years ended December 31, 2024 and 2023.
Annually, the Board of Directors has awarded restricted common shares to senior officers of the Company. The restricted shares vest ratably over athree-year or five-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 incentive plans. 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.
During the twelve months ended December 31, 2024, 2023 and 2022, directors of the Company’s banking subsidiary, Civista, were paid a retainer in the form of non-restricted common shares of the Company. An aggregate of 10,626, 11,817 and 8,098 common shares were issued to Civista directors in 2024, 2023 and 2022, respectively, as payment of their retainer for their service on the Civista Board of Directors. The issuances were expensed in their entirety when the shares were issued in the amounts of $154,$189 and $196, respectively.
The Company includes share-based compensation for employees as “Compensation expense” in the Consolidated Statements of Operations.
The following is a summary of the status of the Company’s restricted shares, and changes therein during the twelve months ended December 31, 2024:
| Number ofRestrictedShares | WeightedAverageGrant DateFair Value | |
|---|---|---|
| Nonvested at beginning of period | 85,670 | $21.88 |
| Granted | 42,239 | 15.51 |
| Vested | (36,060) | 21.47 |
| Forfeited | (1,518) | 21.41 |
| Nonvested at end of period | 90,331 | 19.14 |
The following is a summary of the status of the Company’s awarded restricted shares as of December 31, 2024:
| At December 31, 2024 | |||
|---|---|---|---|
| Date of Award | Shares | Remaining Expense | Remaining Vesting Period (Years) |
| March 14, 2020 | 2,027 | $— | 0.00 |
| March 3, 2021 | 4,944 | 47 | 1.00 |
| March 3, 2022 | 6,799 | 112 | 2.00 |
| March 3, 2022 | 4,847 | — | 0.00 |
| March 14, 2023 | 13,062 | 218 | 3.00 |
| March 14, 2023 | 17,431 | 188 | 1.00 |
| March 12, 2024 | 26,238 | 327 | 4.00 |
| March 12, 2024 | 13,696 | 140 | 2.00 |
| August 9, 2024 | 1,287 | 20 | 3.00 |
| 90,331 | $1,052 | 2.34 | |
During the twelve months ended December 31, 2024, 2023 and 2022, the Company recorded share-based compensation expense of $718, $801 and $630, respectively, for restricted shares granted under the Company's incentive plans. At December 31, 2024, the total compensation cost related to unvested awards not yet recognized was $1,052, which is expected to be recognized over the weighted average remaining life of the grants of 2.34 years.
NOTE 17 - FAIR VALUE MEASUREMENT
GAAP establishes a hierarchal disclosure framework associated with the level of observable pricing utilized in measuring assets and liabilities at fair value. The three broad levels defined by the hierarchy are as follows: 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.
Securities: The fair values of securities available for sale are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).
Equity securities: The Company has two types of equity securities, one is not actively traded in an open market, while the other is listed on an exchange and is less frequently traded. The fair value of equity securities available for sale not actively traded in an open market is determined by using market data inputs for similar securities that are observable. (Level 2 inputs).
Fair value swap asset/liability: The fair value of swap assets and liabilities is based on an external derivative model using data inputs as of the valuation date and classified Level 2.
Collateral Dependent Loans: The Company generally measures the fair value of collateral dependent loans based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties. In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. Additionally, management makes estimates about expected costs to sell the property which are also included in the net realizable value. If the fair value of the collateral dependent loan is less than the carrying amount of the loan, a specific reserve for the loan is made in the allowance for credit losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table below as a Level 3 measurement.
Assets and liabilities measured at fair value are summarized below.
Fair Value Measurements at December 31, 2024 using:
| (Level 1) | (Level 2) | (Level 3) | |
|---|---|---|---|
| Assets measured at fair value on a recurring basis: | |||
| Securities available for sale | |||
| U.S. Treasury securities and obligations of U.S. Government agencies | $— | $97,387 | $— |
| Obligations of states and political subdivisions | — | 325,119 | — |
| Mortgage-backed securities in government sponsored entities | — | 225,561 | — |
| Total securities available for sale | — | 648,067 | — |
| Equity securities | — | 2,421 | — |
| Swap asset | — | 5,308 | — |
| Liabilities measured at fair value on a recurring basis: | |||
| Swap liability | — | 11,638 | — |
| Assets measured at fair value on a nonrecurring basis: | |||
| Collateral-dependent loans | $— | $— | $19,177 |
Fair Value Measurements at December 31, 2023 using:
| (Level 1) | (Level 2) | (Level 3) | |
|---|---|---|---|
| Assets measured at fair value on a recurring basis: | |||
| Securities available for sale | |||
| U.S. Treasury securities and obligations of U.S. Government agencies | $— | $67,658 | $— |
| Obligations of states and political subdivisions | — | 338,599 | — |
| Mortgage-backed securities in government sponsored entities | — | 212,015 | — |
| Total securities available for sale | — | 618,272 | — |
| Equity securities | — | 2,169 | — |
| Swap asset | — | 12,481 | — |
| Liabilities measured at fair value on a recurring basis: | |||
| Swap liability | — | 12,481 | — |
| Assets measured at fair value on a nonrecurring basis: | |||
| Collateral-dependent loans | $— | $— | $5,083 |
The following tables present quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at December 31, 2024 and 2023.
| Quantitative Information about Level 3 Fair Value Measurements | |||||
|---|---|---|---|---|---|
| December 31, 2024 | Fair Value | ValuationTechnique | UnobservableInput | Range | WeightedAverage |
| Collateral-dependent loans | $19,177 | Appraisals which utilize sales comparison, net income and cost approach | Discounts for collection issues and changes in market conditions | 10 - 75% | 25% |
| Quantitative Information about Level 3 Fair Value Measurements | |||||
|---|---|---|---|---|---|
| December 31, 2023 | Fair Value | ValuationTechnique | UnobservableInput | Range | WeightedAverage |
| Collateral-dependent loans | $5,083 | Appraisals which utilize sales comparison, net income and cost approach | Discounts for collection issues and changes in market conditions | 20 - 50% | 27% |
Fair Value of Financial Instruments
Much of the information used to arrive at “fair value” is highly subjective and judgmental in nature and therefore the results may not be precise. Subjective factors include, among other things, estimated cash flows, risk characteristics and interest rates, all of which are subject to change. With the exception of investment securities, the Company’s financial instruments are not readily marketable and market prices do not exist. Since negotiated prices for the instruments, which are not readily marketable, depend greatly on the motivation of the buyer and seller, the amounts that will actually be realized or paid per settlement or maturity of these instruments could be significantly different.
The carrying amount of cash and cash equivalents and accrued interest receivable, as a result of their short-term nature, is considered to be equal to fair value and are classified as Level 1.
The carrying amount of investments in time deposits is classified as Level 2.
It was not practicable to determine the fair value of FHLB stock due to restrictions placed on its transferability.
The Company uses an exit price income approach to determine the fair value of the loan portfolio. The model utilizes a discounted cash flow approach to estimate the fair value of the loans using assumptions for the coupon rates, remaining maturities, prepayment speeds, projected default probabilities, losses given defaults, and estimates of prevailing discount rates. The discounted cash flow approach models the credit losses directly in the projected cash flows. The model applies various assumptions regarding credit, interest, and prepayment risks for the loans based on loan types, payment types and fixed or variable classifications. For all periods presented, the estimated fair value of individually analyzed loans is based on the fair value of the collateral, less estimated cost to sell, or the present value of the loan’s expected future cash flows (discounted at the loan’s effective interest rate). All individually analyzed loans are classified as Level 3 within the valuation hierarchy.
Mortgage servicing rights' fair value is calculated based off a discount rate, prepayment speeds and default rate and are classified at Level 3.
The fair values of noninterest-bearing deposits are considered equal to the amount payable on demand at the reporting date (i.e., carrying value) and are classified as Level 1. The fair value of savings, NOW and certain money market accounts are equal to their carrying amounts and are a Level 1 classification. Fair values of fixed rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 3 classification.
The fair values of subordinated debentures are estimated using a discounted cash flow calculation that applies interest rates currently being offered on subordinated debentures to the schedule of maturities on the subordinated debt tranches resulting in a Level 3 classification.
FHLB advances with maturities greater than 90 days are valued based on discounted cash flow analysis, using interest rates currently being quoted for similar characteristics and maturities resulting in a Level 3 classification.
The carrying amount and fair value of financial instruments carried at amortized cost were as follows:
| December 31, 2024 | CarryingAmount | TotalFair Value | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|---|
| Financial Assets: | |||||
| Cash and due from financial institutions | $63,155 | $63,155 | $63,155 | $— | $— |
| Investments in time deposits | 1,450 | 1,450 | — | $1,450 | — |
| Other securities | 30,352 | 30,352 | 30,352 | — | — |
| Loans, held for sale | 665 | 665 | 665 | — | — |
| Loans, net of allowance for credit losses | 3,041,561 | 2,919,899 | — | — | 2,919,899 |
| Mortgage servicing rights | 2,877 | 3,854 | — | — | 3,854 |
| Accrued interest receivable | 13,453 | 13,453 | 13,453 | — | — |
| Financial Liabilities: | |||||
| Nonmaturing deposits | 2,266,916 | 2,266,916 | 2,266,916 | — | — |
| Time deposits | 944,954 | 948,734 | — | — | 948,734 |
| Short-term FHLB advances | 339,000 | 339,000 | 339,000 | — | — |
| Long-term FHLB advances | 1,501 | 1,418 | — | — | 1,418 |
| Subordinated debentures | 104,089 | 101,175 | — | — | 101,175 |
| Other borrowings | 6,293 | 6,293 | — | — | 6,293 |
| Accrued interest payable | 9,518 | 9,518 | 9,518 | — | — |
| December 31, 2023 | CarryingAmount | TotalFair Value | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|---|
| Financial Assets: | |||||
| Cash and due from financial institutions | $60,406 | $60,406 | $60,406 | $— | $— |
| Investments in time deposits | 1,225 | 1,225 | — | $1,225 | — |
| Other securities | 29,998 | 29,998 | 29,998 | — | — |
| Loans, held for sale | 1,725 | 1,725 | 1,725 | — | — |
| Loans, net of allowance for credit losses | 2,824,568 | 2,679,988 | — | — | 2,679,988 |
| Mortgage servicing rights | 3,018 | 3,018 | — | — | 3,018 |
| Accrued interest receivable | 12,819 | 12,819 | 12,819 | — | — |
| Financial Liabilities: | |||||
| Nonmaturing deposits | 2,084,216 | 2,084,216 | 2,084,216 | — | — |
| Time deposits | 900,812 | 899,443 | — | — | 899,443 |
| Short-term FHLB advances | 338,000 | 337,267 | 337,267 | — | — |
| Long-term FHLB advances | 2,392 | 2,419 | — | — | 2,419 |
| Subordinated debentures | 103,943 | 101,563 | — | — | 101,563 |
| Other borrowings | 9,859 | 9,859 | — | — | 9,859 |
| Accrued interest payable | 9,525 | 9,525 | 9,525 | — | — |
NOTE 18 - 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 customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk to 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 the commitment.
The contractual amount of financial instruments with off-balance-sheet risk was as follows at year-end.
| 2024 | 2023 | |||
|---|---|---|---|---|
| FixedRate | VariableRate | FixedRate | VariableRate | |
| Commitments to extend credit: | ||||
| Lines of credit and construction loans | $31,940 | $657,401 | $58,318 | $668,893 |
| Overdraft protection | 10 | 55,085 | 10 | 59,489 |
| Letters of credit | 782 | 244 | 821 | 273 |
| $32,732 | $712,730 | $59,149 | $728,655 | |
Commitments to make loans are generally made for a period ofone year or less. Fixed-rate loan commitments included above had interest rates ranging from 3.1% to 8.9%at December 31, 2024 and 3.5% to 8.5% at December 31, 2023. 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 $0 as of both December 31, 2024 and December 31, 2023.
CBI and Civista are parties to various claims and proceedings arising in the normal course of business. Management, after consultation with legal counsel, believes that the liabilities, if any, arising from such proceedings and claims will not be material to the consolidated balance sheet or results of operations.
NOTE 19 - CAPITAL REQUIREMENTS AND RESTRICTION ON RETAINED EARNINGS
CBI and Civista (collectively, the “Companies”) are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory-and possibly additional discretionary -actions by regulators that, if undertaken, could have a direct material effect on the financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Companies must meet specific capital guidelines that involve quantitative measures of the Companies’ assets, liabilities, and certain off-balance-sheet items as calculated under U.S. GAAP, regulatory reporting requirements, and regulatory capital standards. The Companies’ capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulatory capital standards to ensure capital adequacy require the Companies to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital to risk-weighted assets, common equity Tier 1 capital to total risk-weighted assets, and Tier 1 capital to average assets. Management believes, as of December 31, 2024, that the Companies met all capital adequacy requirements to which they were subject.
As of December 31, 2024, and 2023, the most recent notification from the Federal Reserve Bank categorized Civista as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, Civista must maintain minimum total risk-based capital, Tier 1 risk-based capital, common equity Tier 1 risk-based capital, and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed Civista’s category.
The Company’s and Civista’s actual capital levels and minimum required capital levels at December 31, 2024 and 2023 were as follows:
| To Be Well | ||||||
|---|---|---|---|---|---|---|
| Capitalized Under | ||||||
| For Capital · Prompt Corrective | ||||||
| Actual | Adequacy Purposes | Action Purposes | ||||
| Amount | Ratio | Amount | Ratio | Amount | Ratio | |
| Total Risk Based Capital | ||||||
| Consolidated | $456,499 | 13.9% | $261,904 | 8.0% | n/a | n/a |
| Civista | 420,363 | 12.9% | 261,693 | 8.0% | $327,116 | 10.0% |
| Tier I Risk Based Capital | ||||||
| Consolidated | 341,811 | 10.4% | 196,428 | 6.0% | n/a | n/a |
| Civista | 379,447 | 11.6% | 196,270 | 6.0% | 261,693 | 8.0% |
| CET1 Risk Based Capital | ||||||
| Consolidated | 312,384 | 9.5% | 147,321 | 4.5% | n/a | n/a |
| Civista | 379,447 | 11.6% | 147,202 | 4.5% | 212,626 | 6.5% |
| Leverage | ||||||
| Consolidated | 341,811 | 8.6% | 158,679 | 4.0% | n/a | n/a |
| Civista | 379,447 | 9.6% | 157,823 | 4.0% | 197,278 | 5.0% |
| Total Risk Based Capital | ||||||
| Consolidated | $429,080 | 14.4% | $237,604 | 8.0% | n/a | n/a |
| Civista | 400,047 | 13.5% | 236,568 | 8.0% | $295,710 | 10.0% |
| Tier I Risk Based Capital | ||||||
| Consolidated | 318,322 | 10.7% | 178,203 | 6.0% | n/a | n/a |
| Civista | 363,033 | 12.3% | 177,426 | 6.0% | 236,568 | 8.0% |
| CET1 Risk Based Capital | ||||||
| Consolidated | 288,895 | 9.7% | 133,652 | 4.5% | n/a | n/a |
| Civista | 363,033 | 12.3% | 133,069 | 4.5% | 192,211 | 6.5% |
| Leverage | ||||||
| Consolidated | 318,322 | 8.8% | 145,489 | 4.0% | n/a | n/a |
| Civista | 363,033 | 10.0% | 145,245 | 4.0% | 181,556 | 5.0% |
CBI’s primary source of funds for paying dividends to its shareholders and for operating expense is the cash accumulated from dividends received from Civista. Payment of dividends by Civista to CBI is subject to restrictions by Civista’s regulatory agencies. These restrictions generally limit dividends to the current and prior two years retained earnings as defined by the regulations. In addition, dividends may not reduce capital levels below minimum regulatory capital requirements. At December 31, 2024, Civista had$51,007 ofnet profits available topay dividends to CBI without requiring regulatory approval.
NOTE 20 - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Condensed financial information of CBI follows:
| December 31, | ||
|---|---|---|
| Condensed Balance Sheets | 2024 | 2023 |
| Assets: | ||
| Cash | $8,879 | $8,331 |
| Equity securities | 2,421 | 2,169 |
| Investment in bank subsidiary | 460,070 | 450,791 |
| Investment in nonbank subsidiaries | 4,041 | 3,917 |
| Other assets | 18,841 | 12,354 |
| Total assets | $494,252 | $477,562 |
| Liabilities: | ||
| Other liabilities | $1,661 | $1,618 |
| Subordinated debentures | 104,089 | 103,943 |
| Total liabilities | 105,750 | 105,561 |
| Shareholders’ Equity: | ||
| Common stock | 312,037 | 311,166 |
| Accumulated earnings | 205,408 | 183,787 |
| Treasury stock | (75,586) | (75,422) |
| Accumulated other comprehensive loss | (53,357) | (47,530) |
| Total shareholders’ equity | 388,502 | 372,001 |
| Total liabilities and shareholders’ equity | $494,252 | $477,562 |
| For the years ended December 31, | |||
|---|---|---|---|
| Condensed Statements of Operations | 2024 | 2023 | 2022 |
| Dividends from bank subsidiaries | $20,300 | $28,100 | $26,300 |
| Dividends from non-bank subsidiaries | 1,350 | 1,390 | 1,150 |
| Interest expense | (4,931) | (4,849) | (3,781) |
| Pension benefit | 407 | 150 | 340 |
| Other expense, net | (2,223) | (1,518) | (2,384) |
| Income before equity in undistributed net earnings of subsidiaries | 14,903 | 23,273 | 21,625 |
| Income tax benefit | 1,418 | 1,309 | 1,140 |
| Equity in undistributed net earnings of subsidiaries | 15,362 | 18,382 | 16,662 |
| Net income | $31,683 | $42,964 | $39,427 |
| Comprehensive income (loss) | $25,856 | $53,489 | $(27,438) |
| For the years ended December 31, | |||
|---|---|---|---|
| Condensed Statements of Cash Flows | 2024 | 2023 | 2022 |
| Operating activities: | |||
| Net income | $31,683.00 | $42,964.00 | $39,427.00 |
| Adjustment to reconcile net income to net cash from operating activities: | |||
| Change in other assets and other liabilities | (5,546) | (12,836) | 4,587 |
| Equity in undistributed net earnings of subsidiaries | (15,362) | (18,382) | (16,662) |
| Net cash provided by operating activities | 10,775 | 11,746 | 27,352 |
| Investing activities: | |||
| Acquisition and additional capitalization of subsidiary, net of cash acquired | — | (14,000) | (25,960) |
| Net cash used in investing activities | — | (14,000) | (25,960) |
| Financing activities: | |||
| Purchase of treasury stock | (164) | (1,628) | (16,887) |
| Cash dividends paid | (10,063) | (9,599) | (8,493) |
| Net cash used in financing activities | (10,227) | (11,227) | (25,380) |
| Net change in cash and cash equivalents | 548 | (13,481) | (23,988) |
| Cash and cash equivalents at beginning of year | 8,331 | 21,812 | 45,800 |
| Cash and cash equivalents at end of year | $8,879 | $8,331 | $21,812 |
NOTE 21 - EARNINGS PER COMMON SHARE
The factors used in the earnings per share computation follow.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Basic | |||
| Net income | $31,683 | $42,964 | $39,427 |
| Less allocation of earnings and dividends to participating securities | 671 | 1,583 | 498 |
| Net income available to common shareholders—basic | $31,012 | $41,381 | $38,929 |
| Weighted average common shares outstanding | 15,724,768 | 15,734,624 | 15,162,032 |
| Less average participating securities | 333,029 | 579,857 | 191,402 |
| Weighted average number of shares outstanding used in the calculation of basic earnings per common share | 15,391,739 | 15,154,767 | 14,970,630 |
| Basic earnings per share | $2.01 | $2.73 | $2.60 |
| Diluted | |||
| Net income available to common shareholders—basic | $31,012 | $41,381 | $38,929 |
| Net income available to common shareholders—diluted | $31,012 | $41,381 | $38,929 |
| Weighted average common shares outstanding used in the calculation of earnings per common share basic | 15,391,739 | 15,154,767 | 14,970,630 |
| Average shares and dilutive potential common shares outstanding—diluted | 15,391,739 | 15,154,767 | 14,970,630 |
| Diluted earnings per share | $2.01 | $2.73 | $2.60 |
Basic earnings per common share are calculated by dividing net income by the weighted-average number of common shares outstanding for 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.
NOTE 22 - 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 interest rate swaps are free-standing derivatives and are recorded at fair value. 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 unless a significant difference in credit risk emerges between the counterparties at either end of one of the swap contracts. None of the Company’s derivatives are designated as hedging instruments.
The Company presents derivative positions gross on the balance sheet for customers and net for financial institution counterparty positions subject to master netting arrangements. The fair value on the asset side was reduced by the margin call adjustment per the Company's netting arrangement in the amount of $6,330 as of December 31, 2024.
The following table reflects the derivatives recorded on the balance sheet as of December 31:
| 2024 · 2023 | |||||||
|---|---|---|---|---|---|---|---|
| NotionalAmount · Fair Value · NotionalAmount · Fair Value | |||||||
| Swap assets | |||||||
| Interest rate swaps with loan customers in an asset position | $68,621 | $1,169 | $44,773 | $2,114 | |||
| Counterparty positions with financial institutions in an asset position | 247,727 | 10,469 | 228,873 | 10,367 | |||
| Total before netting adjustments | 11,638 | 12,481 | |||||
| Netting adjustments - cash collateral posted by counterparties* | (6,330) | — | |||||
| Total Swap assets | $5,308 | $12,481 | |||||
| Swap liabilities | |||||||
| Interest rate swaps with loan customers in a liability position | $179,106 | $11,638 | $184,100 | $12,481 | |||
| Counterparty positions with financial institutions in a liability position | — | — | — | — | |||
| Total before netting adjustments | 11,638 | 12,481 | |||||
| Netting adjustments - cash collateral posted to counterparties** | — | — | |||||
| Total Swap liabilities | $11,638 | $12,481 | |||||
| *Cash collateral posted by counterparties represents the obligation to return cash collateral received from counterparties. | |||||||
| **Cash collateral posted to counterparties represents the right to reclaim cash collateral that was paid to counterparties. | |||||||
| Gross notional positions with customers | $247,727 | $228,873 | |||||
| Gross notional positions with financial institution counterparties | $247,727 | $228,873 | |||||
The effect of swap fair value changes on the Consolidated Statement of Operations for the years ended December 31, 2024, 2023 and 2022 are as follows:
| Amount of Gain or (Loss) Recognized in Income on Derivatives | ||||
|---|---|---|---|---|
| Derivative Not Designated as Hedging Instruments | Location of Gain or (Loss) Recognized in Income on Derivative | 2024 | 2023 | 2022 |
| Interest rate swaps related to customer loans | Other income | $— | $— | $— |
| Total | $— | $— | $— | |
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. The Company classifies changes in the fair value of derivatives with “Other” in the Consolidated Statements of Operation. Any fees paid to enter the swap contract at inception are recognized in earnings when received. Such fees amounted to $232 and $673 during the years ended December 31, 2024 and 2023, respectively.
The Company didnot have any cash or securities pledged as collateral on its interest rate swaps with third party financial institutions at December 31, 2024 or 2023.
NOTE 23 – QUALIFIED AFFORDABLE HOUSING PROJECT INVESTMENTS
The Company invests in qualified affordable housing projects. At December 31, 2024 and 2023, the balance of the Company’s investments in qualified affordable housing projects was $15,850 and $15,122, 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 $5,668 and $5,722 at December 31, 2024 and 2023, respectively. These balances are reflected in the Accrued expenses and other liabilities line on the Consolidated Balance Sheet.
During the years ended December 31, 2024, 2023 and 2022, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $1,273,$1,035 and $1,086, respectively, which was included withinpre-tax income on the Consolidated Statements of Operations.
Additionally, during the years ended December 31, 2024, 2023 and 2022, the Company recognizedtax credits and other benefits from itsinvestments in affordable housing tax credits of $1,562, $1,655 and $1,391, respectively. During the years ended December 31, 2024, 2023 and 2022, the Company didnot incur impairment losses related to its investment in qualified affordable housing projects.
NOTE 24 – REVENUE RECOGNITION
The Company accounts for revenues from contracts with customers under ASC 606, Revenue from Contracts with Customers. Revenue associated with financial instruments, including revenue from loans and securities are outside the scope of the new standard and accounted for under existing GAAP. In addition, certain noninterest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives and certain credit card fees are also not in scope of the new guidance. Noninterest revenue streams in-scope of ASC 606 are discussed below.
Service Charges
Service charges consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.
ATM/Interchange Fees
Fees, exchange, and other service charges are primarily comprised of debit and credit card income, ATM fees and other service charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as Mastercard. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.
Wealth Management Fees
Wealth management fees are primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received in the following month through a direct charge to customers’ accounts. The Company does not earn performance-based incentives.
Tax Refund Processing Fees
The Company facilitates the payment of federal and state income tax refunds in partnership with a third-party vendor. Refund Transfers (“RTs”) are fee-based products whereby a tax refund is issued to the taxpayer after the Company has received the refund from the federal or state government. As part of this agreement the Company earns fee income, the majority of which is received in the first quarter of the year. The Company’s fee income revenue is recognized based on the estimated percent of business completed by each date. The Company exited this line of business in 2023 resulting in no fee income in 2024 or on a go-forward basis.
Other
Other noninterest income consists of other recurring revenue streams such as check order fees, wire transfer fees, safety deposit box rental fees, item processing fees and other miscellaneous revenue streams. Check order income mainly represents fees charged to customers for checks. Wire transfer fees represent revenue from processing wire transfers. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation. Item processing fee income represents fees charged to other financial institutions for processing their transactions. Payment is typically received in the following month.
The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the years ended December 31, 2024, 2023 and 2022.
| For the years ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Noninterest Income | |||
| In-scope of Topic 606: | |||
| Service charges | $6,114 | $7,206 | $7,074 |
| ATM/Interchange fees | 5,841 | 5,880 | 5,499 |
| Wealth management fees | 5,519 | 4,767 | 4,902 |
| Tax refund processing fees | — | 2,375 | 2,375 |
| Other | 1,649 | 10,220 | 4,686 |
| Noninterest Income (in-scope of Topic 606) | 19,123 | 30,448 | 24,536 |
| Noninterest Income (out-of-scope of Topic 606) | 18,625 | 6,715 | 4,540 |
| Total Noninterest Income | $37,748 | $37,163 | $29,076 |
NOTE 25 - LEASES
We have operating leases for several branch locations and office space. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. We also lease certain office equipment under operating leases. Many of our leases include both lease (e.g., minimum rent payments) and non-lease (e.g., common-area or other maintenance costs) components. The Company accounts for each component separately based on the standalone price of each component. In addition, we have several operating leases with lease terms of less than one year and therefore, we have elected the practical expedient to exclude these short-term leases from our right-of-use (ROU) assets and lease liabilities.
Most leases include one or more options to renew. The exercise of lease renewal options is typically at our sole discretion. The majority of renewals to extend the lease terms are included in our ROU assets and lease liabilities as they are reasonably certain of exercise.
As most of our leases do not provide an implicit rate, we use the fully collateralized FHLB borrowing rate, commensurate with the lease terms based on the information available at the lease commencement date in determining the present value of the lease payments.
The balance sheet information related to our operating leases were as follows as of December 31, 2024 and 2023:
| Classification on the Consolidated Balance Sheet | December 31, 2024 | December 31, 2023 | |
|---|---|---|---|
| Assets: | |||
| Operating lease | Other assets | $1,063 | $1,632 |
| Liabilities: | |||
| Operating lease | Accrued expenses and other liabilities | $1,063 | $1,632 |
The cost components of our operating leases were as follows for the periods ended December 31, 2024 and 2023:
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Lease cost | ||
| Operating lease cost | $631 | $499 |
| Short-term lease cost | 220 | 160 |
| Sublease income | (28) | (26) |
| Total lease cost | $823 | $633 |
Maturities of our lease liabilities for all operating leases for each of the next five years and thereafter is as follows:
| 2025 | $292 |
| 2026 | 241 |
| 2027 | 242 |
| 2028 | 171 |
| 2029 | 144 |
| Thereafter | 132 |
| Total lease payments | $1,222 |
| Less: Imputed Interest | 159 |
| Present value of lease liabilities | $1,063 |
The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of December 31, 2024:
| Weighted-average remaining lease term - operating leases (years) | 5.89 |
|---|---|
| Weighted-average discount rate - operating leases | 2.94% |
The Company is the lessor of equipment under operating leases to a wide variety of customers, from commercial and industrial to government and healthcare. The operating lease assets are presented on the balance sheet as Premises and equipment. The Company records lease revenue over the term of the lease and retains ownership of the related assets which are depreciated over the estimated useful life, normallytwo tosix years.
The Company also leases equipment to customers under direct financing leases. At the inception of each lease, the lease receivables, together with the present value of the estimated unguaranteed residual values are presented on the balance sheet as Loans. The excess of the lease receivables and residual values over the cost of the equipment is recorded as unearned lease income and will be recognized over the lease term, normallytwo tosix years as well.
NOTE 26 - SEGMENT REPORTING
The Company conducts its operations throughone single business segment, which is determined by the Chief Financial Officer, who is the designated chief operating decision maker, ("CODM").
This decision is based upon information provided about the Company's products and services offered. The segment is also distinguished by the level of information provided to the CODM, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products/services, and customers are similar. The CODM evaluates revenue streams, significant expenses, and budget to actual results in assessing the Company's segment and in the determination of allocating resources. The CODM uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The CODM uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessment performance and in establishing compensation. Loans and investments provide the majority of revenues in the banking operation. Interest expense, provision for credit losses, and compensation expense provide the significant expenses in the banking operation.
The Company's segment assets represent its total assets as presented in the Consolidated Balance Sheet.
All of the Company's earnings relate to its operations within the United States.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.