CIVB - NASDAQ

Good afternoon, ladies and gentlemen. Before we begin, I would like to remind you that this conference call may contain forward-looking statements with respect to the future performance and financial condition of Civista Bancshares, Inc. That involves risks and uncertainties. Various factors could cause actual results to be materially different from any future results expressed or implied by such forward-looking statements. These factors are discussed in the company's SEC filings, which are available on the company's website. The company disclaims any obligation to update any forward-looking statements made during the call. Additionally, management may refer to non-GAAP measures intended to supplement but not substitute the most directly comparable GAAP measures. The press release, also available on the company's website, contains the financial and other quantitative information to be discussed today as well as the reconciliation of the GAAP to non-GAAP measures. This call will be recorded and made available on Civista Bancshares' website at www.civb.com. At the conclusion of Mr. Shaffer's remarks, he and the Civista management team will take any questions you may have. Now I will turn the call over to Mr. Shaffer.

Good afternoon. This is Dennis Shaffer, President and CEO of Civista Bancshares, and I would like to welcome you to our fourth quarter and year-end 2025 earnings call. I'm joined today by Charles A. Parcher, EVP of the company and president of the bank, Ian Whinnem, SVP of the company and chief financial officer of the bank, and other members of our executive team. This morning, we reported net income for 2025 of $12.3 million or 61¢ per diluted share, which is consistent with our linked quarter and represents a $2.4 million or 24% increase over the fourth quarter in 2024. Included in the 2025 results were nonrecurring expenses related to our acquisition of Farmers Savings Bank that negatively impacted net income by $3.4 million on a pretax basis and $2.9 million on an after-tax basis, equating to 14¢ per common share. Going forward, we expect any additional expenses related to this transaction to be minimal. For the year, we reported net income of $46.2 million or $2.64 per diluted share, which compares to $31.7 million or $2.01 per diluted share for 2024. This is particularly impressive given that there are 2 million average additional shares outstanding as a result of our capital offering in July and our acquisition of Farmers Savings Bank in November. Taking into consideration the nonrecurring that occurred during 2025, our earnings per share for the year were reduced by $0.15. Backing out the nonrecurring fourth quarter expenses, our pre-provision net revenue increased by $6.7 million or 55% over the previous year's fourth quarter and by $2.2 million over our linked quarter. Our ROA for the quarter was 1.14% and excluding one-time expenses was 1.42%, continuing our string of improving our ROA for each quarter of 2025. For the year, our ROA was 1.11%. For the quarter, we were pleased to announce the closing of our transaction with Farmers Savings Bank, adding $106 million in loans and $236 million low-cost deposits to our balance sheet and are looking forward to a successful system conversion over the weekend of February. Our teams continue to work together towards the successful integration of our organization. Net interest income for the quarter totaled $36.5 million, which is a $1.9 million or 5.5% increase over the linked quarter and a $5.1 million or 6% increase over our fourth quarter in the previous year. During the quarter, our earning asset yield declined eight basis points while our funding costs declined 19 basis points. This resulted in the expansion of our net interest margin by 11 basis points to 3.69%. As we have discussed on previous calls, during 2025, we were focused on increasing our tangible common equity, reducing our CRE to risk-based capital ratio, and reducing our reliance on wholesale funding. To that end, we muted loan growth by keeping CRE loan rates somewhat elevated. The success of our July capital offering and the acquisition of Farmers Savings Bank have allowed us to become a little bit more aggressive in lending across our footprint. Excluding the newly acquired farmers' loans, our loan and lease portfolio grew $68.7 million, which represents an annualized growth rate of 8.7% during the fourth quarter. We anticipate mid-single-digit loan growth in 2026. For deposit funding continues to be a focus. And we were pleased that our nonbroker deposit funding, excluding deposits acquired through the Farmers Savings Bank transaction, grew organically by nearly $30 million during the quarter, allowing us to continue reducing our brokered funding. We believe this reduction in wholesale funding enhances the value of our core deposit franchise. Earlier this week, we announced an increase in our quarterly dividend to $0.18 per share, which represents a $0.01 increase over the prior quarter. Based on the December 31 closing market price of $22.22, this represents an annualized yield of 3.2% and a dividend payout ratio of nearly 30%. During the quarter, noninterest income increased $251,000 or 2.6% from our linked quarter and increased $869,000 or 9.6% from 2024. The primary drivers of the increase from our linked quarter were a $287,000 increase in interchange fees due to the typical elevated spending that comes during the holidays and a $380,000 increase in other fees related to leasing activity. These increases were partially offset by proceeds on a policy we received in the prior quarter and a $416,000 reduction in residual income from our leasing activity. As we have noted, leasing fees, particularly rent residual income, are less predictable than more traditional banking fees. For the year, noninterest income decreased by $3.8 million or 10% from 2024. This decline was primarily attributable to lease revenue and residual income. You will recall that we recognized a $1 million nonrecurring adjustment as part of our conversion to our new leasing system during the quarter. That, coupled with the overall decline in lease production this year, led to a reduction in lease-related revenues in 2025. We are confident the investments we have made in our leasing infrastructure this year will allow our leasing team to operate at a higher level in 2026. For the quarter, after adjusting for the $3.4 million in nonrecurring expenses related to the acquisition, noninterest expense was $27.6 million, which is consistent with the $27.7 million in our linked quarter after backing out $664,000 in nonrecurring farmers' expenses incurred in the third quarter. Year to date, after adjusting for the $3.8 million in nonrecurring expenses, noninterest expense decreased $2.4 million or 2.1% from our prior year. The primary drivers of this decline were a $3.1 million decline in compensation expense and a $1.4 million decline in equipment expense, which were partially offset by slight increases in a number of other expense categories. The decline in compensation expense was due to a slight reduction in FTEs, controlling overtime, and an increase in the amount of salaries and wages we defer related to loan origination. The decline in equipment expense was primarily the result of a decline in depreciation expense on leased equipment. This is the result of using residual value insurance to reduce depreciation expense related to operating leases. Our efficiency ratio for the quarter improved to 57.7% compared to 61.4% for the linked quarter and 68.3% for the prior year fourth quarter. Our effective tax rate was 16.8% for the quarter and 16.3% for the full year. Turning our focus to the balance sheet. As I mentioned, even after backing out the loans we acquired from Farmers Savings Bank, our lending team generated $68.7 million of organic net loan growth during the quarter, which is an annualized rate of 8.7%. While loans grew in nearly every category during the quarter, our most significant increase was a $90 million increase in residential real estate, which included the addition of $56 million in residential loans from Farmers. The loans we originate for our portfolio continue to be virtually all adjustable rate, and our leases all have maturities of five years or less. Although we were pleased with our success in bringing our CRE concentrations more in line with investor expectations, we will remain mindful of making sure we have the funding and capital to support future CRE growth. At December 31, our CRE to risk-based capital ratio was 275%. During the quarter, new and renewed commercial loans were originated at an average rate of 6.74%. Residential real estate loans were originated at 6.13%. And loans and leases originated by our leasing division at an average rate of 8.77%. Loans secured by office buildings make up only 4.5% of our total loan portfolio. As we have stated previously, these loans are not secured by high-rise metro office buildings. Rather, they are predominantly secured by single or two-story offices located outside of central business districts. Along with year-to-date loan production, our pipelines are strong, and our undrawn construction lines were $162 million at December 31. As previously mentioned, we anticipate our organic loan growth to be in the mid-single digits in 2026, as we leverage farmers' excess deposits and our loan pipeline to continue to build. On the funding side, we added $236.1 million in low-cost deposits from the Farmers transaction. In addition, we were able to continue our pattern of reducing broker deposits for the fourth consecutive quarter by nearly $30 million. Our continued focus on attracting and retaining lower-cost funding helped us lower our overall cost of funding by 19 basis points during the quarter to 2.08%. While we continue to see some migration from lower-rate demand accounts into higher-rate time deposits during the quarter, the addition of Farmers' lower-rate deposits allowed us to reduce our cost of deposits by four basis points to 1.59%. As shared during our last call, we launched our new digital deposit account opening platform during the third quarter, limiting online account opening to CDs. In the fourth quarter, we began offering online account opening for checking and money market accounts. In addition, we rolled out our deposit product redesign initiative. The goal of this initiative is to align our deposit product set with our new digital channels. We are seeing some success and look forward to launching a more comprehensive digital marketing campaign for online deposits once we get past the farmer's system conversion. Our deposit base continues to be fairly granular. Our average deposit account, excluding CDs, is approximately $28,000. At quarter end, our loan-to-deposit ratio was 94.3%, which is down slightly from our linked quarter. We anticipate maintaining this ratio within our targeted range of 90% to 95%. Other than the $464.4 million public funds with various municipalities across our footprint, we had no deposit concentrations at year-end. We believe our low-cost deposit franchise is one of Civista's most valuable characteristics, contributing significantly to our solid net interest margin and overall profitability. We view our security portfolio as a source of liquidity. At December 31, our security portfolio totaled $685 million, which represented 15.8% of our balance sheet and, when combined with our cash balances, represents 22% of our total deposit. At December 31, 100% of our securities were classified as available for sale and had $45 million of unrealized losses associated with them. This represents a decline in unrealized losses of $6 million for our linked quarter and a $17 million decline from 12/31/2024. So this is strong. Earnings continue to create capital. Our overall goal remains to maintain our capital at a level that supports organic and inorganic growth and allows for prudent investment into our company. We were happy to announce an 18¢ per share dividend earlier this week, which represents a penny per share increase in our quarterly dividend. We view this as a sign of confidence management and our board has in Civista's ability to continue generating strong earnings. We continue to operate with a $13.5 million repurchase authorization and a 10b5 share repurchase plan in place. While we have not repurchased any shares during the year, we believe our stock is a value and we will continue to evaluate repurchase opportunities. We ended the year with our tier one leverage ratio at 11.32%, which is deemed well-capitalized for regulatory purposes. Our tangible common equity ratio increased from 9.21% at September 30 to 9.54% at year-end on strong earnings. We feel this gives us capital to support organic growth and to invest in technology, people, and infrastructure. While economic conditions across the country remain mixed, the economy across Ohio and Southeastern Indiana is showing no systemic signs of deterioration. Our credit quality remains solid, and our credit metrics remain stable. Delinquencies remain low and are consistent with the prior year-end, while our net charge-offs were slightly lower in 2025 than the prior year. Our past due loans did increase $7 million during the quarter, and our nonperforming loans increased by $8.5 million to $31.3 million. Total nonperforming loans to total loans were 0.95%, up slightly from the linked quarter but down from the 1.06% at the end of 2024. The continued strong performance of our credits coupled with moderate loan growth resulted in a $585,000 provision for the quarter. Our ratio of allowance for credit losses to total loans is 1.28% at December 31, which is consistent with the 1.29% at 12/31/2024. And our allowance for credit losses to nonperforming loans is 135% at year-end, compared to 122% at 12/31/2024. In summary, our fourth quarter was an extension of what was a very productive and good year. Among the many initiatives we accomplished were a successful capital offering, the acquisition of Farmers Savings Bank, rolling out our new digital banking solution, and migrating to a new core lease system. All of which contributed to our achievement of two long-standing goals. We were able to increase our tangible common equity ratio from 6.43% a year ago to 9.54% at 12/31/2025. And reduced our CRE to risk-based capital ratio from 366% at the beginning of the year to 275% at year-end. These investments and efforts, coupled with our expanding net interest margin and controlling expenses, produced exceptional results as our full-year net income was $14.5 million or 46% higher than a year ago. Civista remains focused on creating shareholder value, serving our customers, and being a good corporate citizen in each of the communities that we serve. Thank you for your attention this afternoon and your investment. Now we'd be happy to address any questions you may have.

Ladies and gentlemen, we will now begin the question and answer session. You will hear a prompt that your hand has been raised. If you would like to withdraw from the polling process, please press star and the number two. If you are using a speakerphone, please make sure to lift your handset before pressing any keys. Your first question comes from the line of Justin Crowley from Piper Sandler. Please go ahead.

Hey, good afternoon, guys.

Hi, Justin. Hello.

Wanted to start out on the loan growth side of things. You know, some pretty decent growth in the quarter when you set aside farmers, and you mentioned the guidance for mid-single-digit growth looking out here. Just curious if you could talk a little more on how you think the complexion of that growth will take shape in terms of the split between commercial, where you talked about being a little bit more aggressive, and then on the residential side where you've seen some growth recently?

Yeah. Justin, this is Chuck. I think we'll see kind of go back to more normalized growth in '26. Being that the commercial area will believe that growth book both C&I and commercial real estate. You know, we did have quite a bit of growth in '25 in the residential side. A lot of that due to we didn't really have a good outlet for our construction product and our CRA product, so we held most of those on the book. If we get a little bit of a blip downward in interest rates, we feel like we'll probably move some of that to the secondary market. It'll come up our balance sheet. So I would focus more so on commercial and C&I growth, as we normally do, and hopefully a little bit more leasing growth as well, but that'll be in the C&I bucket.

And, Justin, I might just add that we don't want our funding to kind of keep pace with our loan growth. So we've been pretty successful in raising deposits over the last six, seven quarters. I think we've grown deposits six in the last seven quarters, but we kind of want to, you know, and those will those two things will kind of go hand in hand and we made some significant investments. Within some technology, particularly on the digital front, that we think will help us continue to raise deposits so that we can continue to fuel loan growth.

And then, you know, I guess, you know, you mentioned it, but, you know, on that digital channel, depending on the success you see there and how much you can grow that platform, could that potentially get you beyond mid-single-digit growth? Or would it be that that digital channel is just gonna come at, you know, obviously, it's gonna be higher cost there. So you, of course, gotta think about the spread on new business. Just curious there.

Right. I don't, you know, I don't think it substantially will jump that, you know, above that right now. I think, you know, again, we want to be mindful of our margin as well. So there's a number of factors that kind of play into that. But, you know, we just we'll be a little bit mindful of that. But we do think we have opportunities within our markets and stuff.

And we are excited. I mean, I think we'll see accelerated growth through the digital side in '26. It's just it's gonna be hard to quantify until we get all of our products, you know, up and running on there. And to see the success that we have.

Okay. Where is that digital channel now? Don't know you have the balances handy. And, you know, what kind of yields are we talking about there?

Well, we don't have the balances handy, you know, right off the top. You know, we just you know, we're kind of in the infancy stages of that, but we are seeing some success. I mean, we've shifted from, you know, just offering CDs online with what we recently rolled it out. We wanted to make sure that we had, you know, things working and, you know, all our fraud prevention in place and stuff. And then now we've added checking and savings and money market accounts. And just last month, I mean, just adding just like you were we were surprised that we opened 28 new checking accounts last month on the through the digital front and stuff. So just think there's opportunity, but we'll try to give updates on balance as we go, maybe get further along in the year and stuff.

Okay. Got it. And then, you know, maybe one on the NIM. Know, I've got the past few rate cuts, that'll continue to work their way through here. But you give us a sense for how the margin could trend through the year? You know, number one, I guess, if we get more of a pause out of the Fed, over the near or medium term, and then maybe square that to a scenario where, you know, we do eventually get a couple more cuts.

Hey, Justin. This is Ian. So right now, at say for the first quarter, we'd expect that margin to expand two to three basis points. And then into the second quarter and beyond, maybe another three to four and capping out around there.

Okay. And, you know, that forecast that sort of assume a flat rate scenario, or what does that what's embedded there?

Right now, we're assuming a cut in June and then again in the fourth quarter. And if it stays flat, it'll be a little bit higher at the end of the year.

Okay. And then maybe just one last one on expenses. Obviously, some noise with, you know, partial quarter of Farmers, but, you know, what's the best way to think about run rate, you know, certainly in the first quarter, but even just, you know, beyond that, considering the cost saves that'll come out of the acquisition once you get through conversion.

Yeah. So we have now the expenses that we have in the first quarter, still gonna have the higher expenses for farmers running their core as well as some personnel until the conversion occurs in February. Following that, then we'll have a reduction in some expenses, but that won't occur until that third month of the first quarter. So what we're anticipating is first quarter expenses to be, you know, similar to where we are maybe in that '29 range, 29 to 29 and a half. For the first quarter expenses. In the second quarter, gonna have the merit increases that come in once per year for our colleagues. And that'll offset those reductions I mentioned a little bit ago. And we're making some good investments into our company. Yep. Yeah. We're using some of that capital we raised to invest back in the company too. So that's you know, we are buying, you know, investing in some technology, investing in some people, and some resources to continue to grow the franchise.

Okay. Great. Very helpful. I appreciate it.

Thank you.

Your next question comes from the line of Jeff Rulis from D. A. Davidson. Please go ahead.

Thanks. Good afternoon.

Hi, Jeff.

Just a question on the credit side. It sounds like pretty steady state. You don't seem to I guess, tracking some of the linked quarter. The question being, was a lot of that acquired on the farmer side from the linked quarter increase?

Jeff, this is Mike Mulford. No. The quality we brought over from FSP was very good. So that was not the reason for the increase.

What was that? If you could just in terms of We have one we have one credit that we had participation with another bank that we put on non-accrual in the fourth quarter. It was about $8 million. And so we work we're working with that lead bank to resolve that. But it was a case of, you know, it had been current. It matured. In November, so it did hit thirty days at year-end. But, again, we put it on non-accrual until we get the situation resolved. And Jeff, $8 million as Mike mentioned, the 8 and a half million dollar increase in the non-performing. So you know, it really was just that one quick credit. So we think it's somewhat, you know, an isolated instance.

Got it. The nonperformance actually were down from the year. On a percentage basis. Yep. We're okay. That sounds like that credit might have some, you know, potential for a more expedited resolution or don't wanna put words in your mouth, but you feel good about that. Moving through.

Yeah. It's in the early stages. Again, we're working with the lead bank, and it did while it was not originated by us, we participated in it. It was a borrower that we had been familiar with and we had made loans to before. In the past. So again, we're working through it. I expect it'll the better part of twenty-six to work that out. And then even though we knew the good borrower, we have no other loans on the books. With that borrower. So and then, you know, just Jeff, we typically don't buy a lot of participations. We participate loans out, but typically have not been a bank that's bought a lot of participations just because we have such strong organic and such strong demand within our markets. So most of how we grow our portfolio is organically.

Got it. And just a follow on on the margin. Three sixty-nine, just trying to get what proportion of accretion assumptions, we're looking at kind of inching up from here? Any unpacking the core versus accretion?

Yeah. So within the fourth quarter, the accretion's gonna be in there for two full months. Of the three of the three month quarter. When we think in terms of the dollar impact, it's pretty minimal. It's an immaterial acquisition for the most part.

Okay. Alright. Thanks. Last one. Apologize. The tax rate is something in the mid-sixteens. Is that a level you'd subscribe to?

Correct. Yeah. We're anticipating 16 and a half for 2027.

Right. Thank you.

I sent that for at least 69 for 2026. My apologies.

If you'd like to ask a question, please. Your next question comes from the line of Terry McEvoy from Stephens. Please go ahead.

Hi, Terry. Hey, Terry. Hi, Terry. Guys. Good afternoon. Could you just talk about new commercial loan yields and maybe just comment on loan spreads and overall competition there?

Well, Ohio is still pretty competitive. Ohio and Indiana, I should say, is still relatively competitive. I think we put last December's new and renewed came on at $6.73. I would tell you some of the larger deals are coming in a little bit less than that. I would say the good deals are probably coming in six and a quarter, six and a half right now. But it's been relatively consistent. You know, the five-year treasury has been relatively constant here over the last sixty to ninety days. And you know, that margin is still coming in, you know, relatively $2.75, give or take, over the five-year. We do have some loans repricing in the first quarter and throughout the remainder of the year, Chuck, you wanna share that with. We're just bringing that for based on the twelve thirty-one year-end, we've got about $225 million of credit that we put on, you know, three or five-year adjustables. And they will reprice throughout 2026. And those rates, give or take, I would say, are coming off $4.75. And probably come back in the, you know, probably pick up. Point and a half on most of those.

That's helpful. Thank you. And then you've got a large a couple large Ohio banks focused elsewhere. Detroit's, I'm gonna guess, what, a 100 miles from Sandusky, which is another market going through some disruption. So how are you thinking about maybe playing some offense in 2026 given that backdrop, and could it impact your expenses if hiring picks up?

We feel good about it, Terry. I mean, we've already we've hired think we've got three new lenders coming on here beginning of the year. Now they were replacements or filling slots of people that got elevated within our organization. We got another couple people coming on at the end of the first quarter waiting to get their bonuses at their shops. So we feel good about where the talent's coming from. We're picking some up from banks that, to be honest with you, have either been that are either being acquired or already have been. You know, the obviously, the West Bank of Premier one was a big one that was last year, and we've got some talent, you know, from there. You know, Ian most of Ian's treasury area finance area came from Premier. And we feel really good about the disruptions. We're not only getting calls from those employees at those institutions, but we're also getting calls from the clients of those institutions as they go start to go through the changes. So we feel like we've got a lot of opportunity just because of the disruption.

Yeah. And that expense rate we and I mentioned earlier, does include some of those additions. Terry, should be that some of the investments we're making back into the company on the people side.

Right. Thanks for taking my questions. Have a good day.

Thanks, Terry. Thanks.

Your last question is from the line of Timothy Switzer from KBW. Please go ahead.

Hey, good afternoon. Thanks for taking my question.

Hey, Tim. Hi, Tim.

I apologize if any of this has already been covered. But the first question I have is, with regards to the capital stack, you guys are pretty healthy capital levels. Close to Farmers. You know, are there any is there any, like, optimization you need to make now that you've closed that deal? And then, you know, what are your thoughts on share repurchases going forward? Know historically, you guys have said you know, you think it's a good value at these prices.

Yeah. Yeah. We still think we're a value, so we continue to we didn't repurchase anything last year, but we do have our 13 and a half million dollar authorization in place. We have them, you know, we're set up there. And as long as we feel we're you know, there's some value there, we certainly will consider. We think that's a good way to deploy capital. But we kind of evaluate we've been in a blackout we weren't able to purchase that. Through the acquisition. So we continue to evaluate that and as long as we continue to have strong earnings, that's definitely a part of our capital stack. So, you know, we're always looking for ways to maximize our capital.

Got it. Okay. And I assume most everything on guidance has been covered by this point, but can you maybe discuss what you guys are seeing for leasing revenue next year? It's just always kind of a tougher item to model.

Yeah. So I can speak to that and are you talking about the noninterest income side of it there?

Exactly.

Yeah. So it is a little lumpy, and so within the fourth quarter, we did have a lease disposal gain that came in. It was about a half million dollars, about 500,000. So when we think in terms of the guidance, within the fourth quarter, we have a Mastercard annual volume bonus that we get. Of about $250,000 that comes in each year. We have those security gains which is about a $120,000. And then that first quarter, usually, we see a little bit of a slowdown. On the mortgage gain on sale as well as the leasing gain on sale. So you know, we expect that leasing revenue to drop off on the gain on sale. And maybe a little bit slower on the traditional leasing revenue. But total noninterest income, we probably guide you towards maybe $7.08 to $8.02. For the first quarter. And then increasing from there to the second quarter, maybe another half million.

Okay. Alright. That's all for me. Thank you, guys.

Thanks, Tim.

There are no further questions at this time. I would like to turn the call back to Mr. Dennis Shaffer for closing comments. Sir, please go ahead.

Thank you. Well, in closing, I just want to thank everyone for joining today's call. And for your investment in Civista. Our quarter and our year-end results were due in large part to the hard work and the discipline of our team. I remain confident that this quarter and this year's list of accomplishments are strong financial results, our disciplined approach to managing. So this positions us very well. For long-term future success. And just look forward to talking to everyone in a few months to share our first quarter results. So thank you for your time today.