UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 31, 2020

 

 

Civista Bancshares, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Ohio		001-36192		34-1558688
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

100 East Water Street, P.O. Box 5016, Sandusky, Ohio 44870

(Address of principle executive offices)

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

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter)

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

 

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

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 8.01 Other Events

Civista Bancshares, Inc. is sending a letter to its shareholders along with the payment of a third quarter dividend of $0.11 per share. The letter discusses a number of issues that have had an impact on, and are expected to continue to impact, the Company. A copy of the letter as mailed is attached hereto as Exhibit 99.1.

Civista Bancshares, Inc. is a $2.8 billion financial holding company headquartered in Sandusky, Ohio and may be accessed at www.civb.com. The Company’s common shares are traded on the NASDAQ Capital Market under the symbol “CIVB”.

Item 9.01 Financial Statements and Exhibits

 

(a)	Exhibit 99.1 Letter to Shareholders dated August 1, 2020

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

		Civista Bancshares, Inc.
		(Registrant)
Date: July 31, 2020		/s/ Todd A. Michel
		Todd A. Michel,
		Senior Vice President and Controller

Exhibit 99.1

August 1, 2020

Dear Shareholder,

We are pleased to enclose (unless you have direct deposit) your August 1, 2020 dividend of $0.11 per common share. Our stock closed at $15.40 on June 30, 2020. Our second quarter 2020 earnings were released on July 24, 2020 and earnings are posted to our corporate website at CIVB.com.

Despite challenging times, we are extremely pleased with our second quarter earnings. We reported net income of $6.50 million despite a significant drop in interest rates and heavy loan provisioning expense during the quarter. As you may recall, the Federal Reserve lowered interest rates in March 2020 by 2.25%, thus the second quarter was our first full quarter operating in this lower interest rate environment. We also contributed $3.48 million of provision expense to our loan loss allowance for the quarter. Credit delinquencies and charge-offs remain low but given the uncertainty created by COVID-19, higher unemployment in the communities we serve and the loss of income for some of our business clients, we feel it is prudent to continue to build our loan loss allowance.

We are also keeping a close eye on the bank’s capital and liquidity and at this time believe that we are in a strong position. We have run several stress test scenarios that showed favorable results, indicating that the bank can maintain adequate capital and liquidity levels even in a severe stress environment.

As I previously mentioned in my May 2020 dividend letter, Civista has a long history of working with our customers, both in good times and in challenging times. As part of our efforts to help our clients, the bank participated in the SBA’s Paycheck Protection Program (PPP) which was part of the 2020 U.S. Federal Government Coronavirus Aid, Relief and Economic Security (CARES) Act designed to help businesses affected by COVID-19 to continue to pay their employees. To date, Civista originated 2,342 PPP loans totaling approximately $268 million. Nearly all of these loans were made to small businesses within our branch footprint and these businesses employed over 36,000 employees. I am extremely proud of our employees who worked countless hours and many long days to disburse this money quickly to those businesses in need in our communities.

I am also pleased to report that on June 15, 2020, we began re-opening our lobbies for walk-in services during select hours at all of our branch banking locations. On March 19, 2020, we had limited lobby services to appointment only to help protect the health and safety of our employees and customers. As we re-opened for walk-in services, we continued those efforts by implementing a number of protocols to safeguard against the spread of COVID-19. The safety and well-being of our employees and customers is our top priority. The COVID-19 situation remains very fluid and we will continue to monitor and assess the information made available to us by local and state agencies as we try to make the best decision to protect all of us from this virus.

At Civista, we value relationships and we seek to make a difference in the communities that we serve. If you have questions, a call is always welcome.

 

 

Cautionary Statement Regarding Forward-Looking Information Comments made in this letter include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to numerous assumptions, risks and uncertainties. Although management believes that the expectations reflected in the forward-looking statements are reasonable, actual results or future events could differ, possibly materially, from those anticipated in these forward-looking statements. The forward-looking statements speak only as of the date of this letter, and Civista Bancshares, Inc. assumes no duty to update any forward-looking statements to reflect events or circumstances after the date of this letter, except to the extent required by law.