Civista Bancshares(US:CIVB)2023-05-07 16:00PART I. Financial Information Financial Statements Unaudited consolidated financial statements for Civista Bancshares, Inc. as of March 31, 2023, detailing financial position, operations, and CECL accounting standards Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2023 ($ in thousands) | December 31, 2022 ($ in thousands) | | :--- | :--- | :--- | | Total Assets | 3,584,558 | 3,537,830 | | Loans, net of allowance | 2,545,870 | 2,518,155 | | Securities available-for-sale | 627,707 | 615,402 | | Total Liabilities | 3,236,861 | 3,202,995 | | Total Deposits | 2,843,516 | 2,619,984 | | Total Shareholders' Equity | 347,697 | 334,835 | Consolidated Statement of Operations Highlights (Unaudited, Three Months Ended) | Account | March 31, 2023 ($ in thousands) | March 31, 2022 ($ in thousands) | | :--- | :--- | :--- | | Net Interest Income | 32,601 | 22,932 | | Provision for Credit Losses | 620 | 300 | | Noninterest Income | 11,068 | 7,643 | | Noninterest Expense | 27,633 | 20,258 | | Net Income | 12,888 | 8,466 | | Earnings per share, diluted | $0.82 | $0.57 | Note 1: Consolidated Financial Statements Civista Bancshares, Inc. is a financial holding company primarily operating Civista Bank, offering diverse financial services across Ohio, Indiana, and Kentucky - The company's primary business is banking through its subsidiary Civista Bank, with operations concentrated in Ohio, Indiana, and Kentucky252 - In October 2022, the company acquired Vision Financial Group, Inc. (VFG), expanding into the equipment leasing and financing business252 Note 2: Significant Accounting Policies The company adopted the CECL standard on January 1, 2023, significantly changing credit loss estimation and impacting retained earnings - The company adopted the CECL accounting standard on January 1, 2023, using a modified retrospective method, requiring estimation of lifetime expected credit losses for financial assets255281 Day 1 Impact of CECL Adoption on January 1, 2023 ($ in thousands) | Component | Dec 31, 2022 Balance | Adoption Impact | Jan 1, 2023 Balance | | :--- | :--- | :--- | :--- | | Allowance for Credit Losses (Loans) | $28,511 | $5,964 (incl. PCD reclass) | $34,475 | | Reserve for Unfunded Commitments | $0 | $3,386 | $3,386 | | Total Reserve for Credit Losses | $28,511 | $9,350 | $37,861 | | Retained Earnings Impact (After-tax) | - | ($6,069) | - | - The CECL model utilizes a Discounted Cash Flow (DCF) method based on historical data, current conditions, and a one-year reasonable and supportable forecast, reverting to a long-term average260261 Note 3: Securities The AFS securities portfolio totaled $627.7 million at March 31, 2023, with $58.6 million in unrealized losses due to rising interest rates Available-for-Sale Securities Portfolio ($ in thousands) | Security Type | Amortized Cost (Mar 31, 2023) | Fair Value (Mar 31, 2023) | Fair Value (Dec 31, 2022) | | :--- | :--- | :--- | :--- | | U.S. Treasury & government agencies | $66,781 | $62,513 | $61,029 | | Obligations of states & political subdivisions | $356,250 | $330,638 | $317,248 | | Mortgage-backed securities | $261,324 | $234,556 | $237,125 | | Total Debt Securities | $684,355 | $627,707 | $615,402 | - At March 31, 2023, the AFS portfolio had $58.6 million in gross unrealized losses, primarily attributed to the impact of rising interest rates, which the company does not consider credit-related291299 - Securities with a carrying value of approximately $238.7 million were pledged to secure public deposits and other liabilities as of March 31, 2023296 Note 4: Loans Total loans increased to $2.58 billion at March 31, 2023, primarily driven by commercial real estate loans, with an ACL of 1.33% of total loans Loan Portfolio Composition ($ in thousands) | Loan Category | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Commercial & Agriculture | $271,160 | $278,595 | | Commercial Real Estate - Owner Occupied | $375,825 | $371,147 | | Commercial Real Estate - Non-Owner Occupied | $1,043,635 | $1,018,736 | | Residential Real Estate | $560,978 | $552,781 | | Real Estate Construction | $247,253 | $243,127 | | Lease Financing Receivable | $37,570 | $36,797 | | Other (Farm, Consumer) | $43,645 | $45,483 | | Total Loans | $2,580,066 | $2,546,666 | - Paycheck Protection Program (PPP) loan balances decreased to $464 thousand as of March 31, 2023, from $566 thousand at year-end 2022301 Note 5: Allowance for Credit Losses The ACL increased to $34.2 million at March 31, 2023, primarily due to CECL adoption and a $620 thousand provision, with net charge-offs of $128 thousand Changes in Allowance for Credit Losses (Q1 2023, $ in thousands) | Description | Amount | | :--- | :--- | | Beginning Balance (Dec 31, 2022) | $28,511 | | CECL Adoption Impact (Day 1) | $4,296 | | Adopting ASC 326 - PCD Loans | $897 | | Provision for Credit Losses | $620 | | Charge-offs | ($175) | | Recoveries | $47 | | Ending Balance (Mar 31, 2023) | $34,196 | - The company defines five internal risk grades for loans: Pass, Special Mention, Substandard, Doubtful, and Loss5 - Total nonaccrual loans were $7.0 million as of March 31, 2023, an increase from $6.5 million at December 31, 20222223 Note 6: Accumulated Other Comprehensive Loss AOCL improved to a loss of $49.9 million at March 31, 2023, driven by an $8.1 million positive change in AFS securities unrealized gains/losses Changes in Accumulated Other Comprehensive Loss (Q1 2023, $ in thousands) | Component | Beginning Balance (Dec 31, 2022) | Net Current-Period OCI | Ending Balance (Mar 31, 2023) | | :--- | :--- | :--- | :--- | | Unrealized Gains/Losses on AFS Securities | ($52,771) | $8,135 | ($44,636) | | Defined Benefit Pension Items | ($5,274) | $0 | ($5,274) | | Total AOCL | ($58,045) | $8,135 | ($49,910) | Note 7: Goodwill and Intangible Assets Goodwill decreased to $125.1 million due to fair value adjustments, while net amortized intangible assets were $7.7 million and MSRs increased to $3.1 million - Goodwill decreased by $617 thousand to $125.1 million during Q1 2023 due to adjustments to estimated fair values of assets acquired and liabilities assumed from a past acquisition53 Intangible Assets ($ in thousands) | Asset Type | Net Carrying Amount (Mar 31, 2023) | Net Carrying Amount (Dec 31, 2022) | | :--- | :--- | :--- | | Core deposit intangibles | $7,671 | $8,070 | | Total amortized intangible assets | $7,671 | $8,070 | - Mortgage servicing rights (MSRs) increased to $3.1 million at the end of Q1 2023, up from $2.7 million at year-end 2022, primarily due to new additions57 Note 8: Short-Term and Other Borrowings Short-term borrowings decreased to $212.0 million at March 31, 2023, with an increased average interest rate of 4.86%, and repurchase agreements also declined Short-Term Borrowings Overview ($ in thousands) | Metric | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Short-term Borrowings Outstanding | $212,000 | $393,700 | | Interest Rate on Balance | 4.86% | 4.24% | | Securities Sold Under Repurchase Agreements | $15,631 | $25,143 | Note 9: Earnings per Common Share Basic and diluted EPS for Q1 2023 were $0.82, an increase from $0.57 in Q1 2022, computed using the two-class method Earnings Per Share Calculation (Three Months Ended) | Item | March 31, 2023 | March 31, 2022 | | :--- | :--- | :--- | | Net Income ($ in thousands) | $12,888 | $8,466 | | Net Income Available to Common Shareholders ($ in thousands) | $12,436 | $8,434 | | Weighted Average Shares Outstanding (Basic) | 15,179,210 | 14,853,287 | | Basic EPS | $0.82 | $0.57 | | Diluted EPS | $0.82 | $0.57 | Note 10: Commitments, Contingencies and Off-Balance Sheet Risk Off-balance sheet commitments increased to $712.7 million at March 31, 2023, primarily lines of credit and construction loans, subject to standard credit policies Off-Balance Sheet Commitments ($ in thousands) | Commitment Type | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Lines of credit and construction loans | $665,458 | $641,369 | | Overdraft protection | $45,528 | $45,192 | | Letters of credit | $1,668 | $1,590 | | Total | $712,654 | $688,151 | Note 13: Fair Value Measurement The company uses a three-level fair value hierarchy, with most recurring measurements (AFS securities, swaps) as Level 2, and nonrecurring MSRs as Level 3 - Available-for-sale debt securities are valued using matrix pricing (Level 2 inputs)83 - Mortgage servicing rights (MSRs) are classified as Level 3 and valued using a discounted cash flow model with significant unobservable inputs like prepayment rates and discount rates86 Assets Measured at Fair Value on a Recurring Basis (Mar 31, 2023, $ in thousands) | Asset Type | Level 1 | Level 2 | Level 3 | | :--- | :--- | :--- | :--- | | Securities available-for-sale | $0 | $627,707 | $0 | | Equity securities | $0 | $2,122 | $0 | | Swap asset | $0 | $13,350 | $0 | Note 14: Derivatives The company uses interest rate swaps with customers and offsetting bank counterparties, holding $13.35 million in derivative assets and liabilities with a $211.1 million gross notional amount - The company acts as an intermediary in interest rate swap transactions for its customers, entering into offsetting positions with bank counterparties212 Derivative Positions (Fair Value, $ in thousands) | Position | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Swap Asset | $13,350 | $16,579 | | Swap Liability | $13,350 | $16,579 | | Gross Notional Amount | $211,117 | $212,570 | Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) Management discusses Q1 2023 financial condition and results, highlighting asset growth, increased net income, and expanded net interest margin Financial Condition Total assets increased by 1.3% to $3.58 billion at March 31, 2023, driven by loan and securities growth, with shareholders' equity at $347.7 million - Total assets increased by $46.7 million (1.3%) to $3.58 billion in Q1 2023, primarily due to increases in loans (+$27.7 million) and securities (+$12.3 million)106 Loan Portfolio Changes (Q1 2023, $ in thousands) | Loan Category | Change from Dec 31, 2022 | % Change | | :--- | :--- | :--- | | Commercial Real Estate—Non-Owner Occupied | $24,899 | 2.4% | | Residential Real Estate | $8,197 | 1.5% | | Commercial & Agriculture | ($7,435) | -2.7% | | Total Net Loans | $27,715 | 1.1% | Deposit Changes (Q1 2023, $ in thousands) | Deposit Type | Change from Dec 31, 2022 | % Change | | :--- | :--- | :--- | | Time deposits | $207,434 | 65.0% | | Noninterest-bearing demand | $42,634 | 4.8% | | Savings and money market | ($39,684) | -4.5% | | Total Deposits | $223,532 | 8.5% | - Shareholders' equity increased by $12.9 million, driven by net income of $12.9 million and an $8.1 million improvement in the fair value of AFS securities, offset by dividends and the CECL adoption impact132 Results of Operations Q1 2023 net income rose to $12.9 million ($0.82 diluted EPS), driven by a 42.2% increase in net interest income and expanded net interest margin to 4.11% - Net income increased by $4.4 million (52.2%) year-over-year for the first quarter134 - Net interest income grew by $9.7 million (42.2%) YoY, driven by a $541.5 million increase in the average balance of loans and a rise in the loan yield to 5.79% from 4.25%135136 - The fully tax-equivalent net interest margin was 4.11% for Q1 2023, compared to 3.38% for Q1 2022135 - Noninterest income increased by $3.4 million, primarily due to $2.0 million in new lease revenue and residual income from the VFG acquisition150 - Noninterest expense rose by $7.4 million, with compensation expense increasing by $2.9 million and equipment expense by $2.3 million, largely due to the acquisitions of Comunibanc Corp. and VFG151158 Capital Resources and Liquidity Capital ratios remained strong, with Total Risk-Based Capital at 14.7% and CET1 at 9.7%, supported by $632.2 million FHLB borrowing capacity and $19.8 million operating cash flow Regulatory Capital Ratios | Ratio | March 31, 2023 | Well Capitalized Minimum | | :--- | :--- | :--- | | Total Risk Based Capital | 14.7% | 10.0% | | Tier I Risk Based Capital | 10.8% | 8.0% | | CET1 Risk Based Capital | 9.7% | 6.5% | | Leverage Ratio | 8.6% | 5.0% | - As of March 31, 2023, the company had a remaining borrowing capacity of approximately $632.2 million with the FHLB162 Quantitative and Qualitative Disclosures About Market Risk Details the company's primary interest-rate risk, using asset/liability modeling to assess Net Portfolio Value sensitivity to hypothetical rate changes - The company's primary market risk exposure is interest-rate risk, which it manages through asset/liability management techniques, including analyzing its asset/liability gap165170 Interest Rate Sensitivity Analysis (Change in Net Portfolio Value) | Change in Rates | Dollar Change (Mar 31, 2023) | Percent Change (Mar 31, 2023) | | :--- | :--- | :--- | | +200bp | $20,539 | 4% | | +100bp | $14,021 | 2% | | Base | $0 | — | | -100bp | ($11,941) | (2)% | | -200bp | ($36,621) | (6)% | Controls and Procedures Management concluded disclosure controls and procedures were effective as of March 31, 2023, with no material changes to internal control over financial reporting - The principal executive and financial officers concluded that disclosure controls and procedures were effective as of March 31, 2023179 - No material changes to internal control over financial reporting occurred during the first quarter of 2023180 PART II. Other Information Legal Proceedings The company is subject to ordinary course legal proceedings, which management believes will not materially affect its financial position, operations, or liquidity - Management does not expect any pending or threatened legal proceedings to have a material adverse effect on the company185 Risk Factors Updates risk factors, adding a new risk concerning recent U.S. bank failures and their potential impact on customer confidence, funding, and regulatory costs - A new risk factor has been added concerning the potential impact of recent and future bank failures on customer confidence, funding, liquidity, and regulatory costs for the banking industry187 Unregistered Sales of Equity Securities and Use of Proceeds In Q1 2023, the company repurchased 5,620 common shares at $21.52 per share, primarily for tax payments on restricted stock vesting Share Repurchases (Q1 2023) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Jan 1 - Jan 31, 2023 | 5,620 | $21.52 | | Feb 1 - Feb 28, 2023 | 0 | $0 | | Mar 1 - Mar 31, 2023 | 0 | $0 | | Total | 5,620 | $21.52 | Exhibits Lists exhibits filed with Form 10-Q, including CEO and Principal Accounting Officer certifications and Inline XBRL financial statements - Exhibits include CEO and Principal Accounting Officer certifications (Rule 13a-14(a) and Section 1350) and Inline XBRL data192195196