Civista Bancshares, Inc. · NASDAQ:CIVB
Civista Bancshares — Investor Presentation (September 2015)
29 slides from Civista Bancshares's investor presentation, Sep 15, 2015
Slide 1: Shareholder Update Second Quarter 2015
Shareholder Update Second Quarter 2015 James O. Miller - Chairman, President & Chief Executive Officer Dennis G. Shaffer - Executive Vice President & President of Civista Bank Richard J. Dutton - Senior Vice President, Chief Operating Officer Exhibit 99.1
Slide 2: Forward-Looking Statements
2 Forward-Looking Statements Comments made in this presentation 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
Slide 3: Participants in the Solicitation
3 Participants in the Solicitation The directors and executive officers of Civista Bancshares, Inc. and other persons may be deemed to be participants in the solicitation of proxies in respect of the planned special meeting of shareholders to consider the governance matters referenced in this letter
Slide 4: Contact Information
4 Contact Information Civista Bancshares, Inc.’s common shares are traded on the NASDAQ Capital Market under the symbol “CIVB.” The Company’s depository shares, each representing ownership interest in a Series B Preferred Share, are traded on the NASDAQ Capital Market under the symbol “CIVBP.” Addit
Slide 5: Corporate Overview
Corporate Overview Key Facts 5 Corporate Rebranding ¹ Market data as of September 10, 2015. Corporate Overview th Largest Publicly Traded Commercial Bank in Ohio Community Banking Focused Operations in 12 Ohio Counties – 27 Branches & 1 Loan Production Office Operations in Stable Ohio Markets Acquis
Slide 6: Financial Highlights
6 - Tangible book value excludes Goodwill and other intangible assets from the book value calculation - ROATCE equals annualized net income, adjusted for amortization of intangibles, divided by average common equity minus average intangible assets Financial Highlights ($s in thousands, except per sh
Slide 7: Investment Highlights
7 Investment Highlights Experienced management team with strong track record Leading Ohio community bank franchise focused on rural and targeted urban markets Demonstrated organic growth and proven acquirer – Opened Loan Production Office on east side of Cleveland (Mayfield Heights) in Q1 2015 – Com
Slide 8: Experienced Management Team
8 James O. Miller Richard J. Dutton Dennis G. Shaffer James E. McGookey Todd A. Michel John A. Betts Paul J. Stark Experienced Management Team Chairman, President & CEO 41 years of banking experience Joined in 1986 SVP & Chief Operating Officer 29 years of banking experience Joined in 2007 EVP, Chie
Slide 9: Branch Footprint
9 Note: Branch information as of June 30, 2015. Branch Footprint Sandusky / Akron / Cleveland, Ohio $567 million in loans $614 million in deposits 11 branch locations #1 deposit market share in Sandusky, Ohio with ~ 43% market share North Central Ohio $93 million in loans $179 million in deposits br
Slide 10: Proven Acquirer & Attractive Organic Growth
10 Total Assets Total Gross Loans Total Deposits Proven Acquirer & Attractive Organic Growth Acquired six banks from 1998 – 2015, serving to increase assets by over $800 million Expanded commercial loan growth in Columbus, Cleveland, Akron and Dayton markets – Since year-end 2010, loan portfolios in
Slide 11: Why Rebrand?
11 Why Rebrand? Successful Rebranding Brand Differentiation 316 “Citizens” Banks in the United States 16 “Citizens” Banks in Ohio Alone Citizens / Champaign Bank Branding Confusing for Existing Customers Avoid Customer Identity Confusion on the Internet NASDAQ: CIVB
Slide 12: Peer Leading Net Interest Margin
12 Source: SNL Financial. Comparable peers represents banks located in Ohio, Indiana, and Kentucky with total assets between $1.0 billion and $5.0 billion; excludes merger targets. Peer Leading Net Interest Margin 3.94% 4.00% 3.98% 3.79% 3.79% 3.81% 3.88% 3.83% 3.71% 3.57% 3.59% 3.66% 2010Y 2011Y 20
Slide 13: Effectively Managing Duration
13 Effectively Managing Duration Asset duration of less than two years – Sell fixed rate mortgages – Encourage variable rate commercial lending or swap into variable, if appropriate – Limit fixed rate terms to five years Liability duration greater than three years – Focus on low-cost “sticky” demand
Slide 14: Non-Interest Metrics & Initiatives
14 ¹ From American Banker Magazine, September 2015 © 2015 SourceMedia, Inc. All rights reserved. Used by permission and protected by the Copyright Laws of the United States. The printing, copying, redistribution, or retransmission of this Content without expressed written permission is prohibited. E
Slide 15: Profitability & Returns Analysis
15 ¹ LTM basis. Diluted Earnings per Share ROATCE ROAA Net Income Available to Common Shareholders Profitability & Returns Analysis
Slide 16: Increasing Shareholder Value
16 Source: SNL Financial. Market Data as of June 30, 2015. ¹ Comparable peers represents banks located in Ohio, Indiana, and Kentucky with total assets between $1.0 billion and $5.0 billion; excludes merger targets. Stock Price Increasing Shareholder Value Dividend yield of 1.85% Dividend payout rat
Slide 17: Commitment to Shareholders
17 Commitment to Shareholders Long-term Shareholder Value through Growth and Profitability
Slide 18: Strategic Focus & Growth Strategy
18 Strategic Focus & Growth Strategy Organic growth – Capitalize on commercial and consumer lending opportunities – Grow core deposit base in rural and targeted urban markets – Identify and evaluate loan production opportunities in select metro markets Acquisition opportunities – Rural – Urban Asset
Slide 19: The Civista Story
19 Strong and Seasoned Management Team Leading Ohio Community Banking Franchise Proven and Disciplined Acquirer Platform to Support Future Growth Attractively Valued Versus Peers The Civista Story
Slide 20: Special Shareholders' Meeting
20 Special Shareholders’ Meeting Why a Special Shareholders’ Meeting?
Slide 21: Special Shareholders' Meeting
21 Special Shareholders’ Meeting We have had great recovery from the recession We are positioned to continue to grow the company Growth will add to the value of the company For continued growth we will need, at some point, additional capital – probably through the issuance of common shares While we
Slide 22: Special Shareholders' Meeting
22 Special Shareholders’ Meeting Cumulative voting and preemptive rights are relics of the 19 th Century, when they were created. They were more appropriate for smaller privately held companies or companies with concentrated ownership (as we were in 1987). These are uncommon provisions for a company
Slide 23: What is Cumulative Voting?
23 Special Shareholders’ Meeting What is Cumulative Voting? If you own 1,000 shares of common stock and there are 8 director nominees on the ballot, you may cast 8,000 votes for one director, 4,000 for two directors, or 1,000 for each of the eight.
Slide 24: The Impact of Cumulative Voting
24 Special Shareholders’ Meeting The Impact of Cumulative Voting If we were to issue 4,000,000 new common shares – existing shareholders purchase about 25%, or 1,000,000 shares, and the balance is sold to institutional investors. Would you want a block of 3,000,000 new shares to new owners enjoying
Slide 25: What are Preemptive Rights?
25 Special Shareholders’ Meeting What are Preemptive Rights? If we issue common stock, you have the right to purchase a proportional amount relative to your current ownership. This is done through a process called a rights offering.
Slide 26: The Challenge of Preemptive Rights
26 Special Shareholders’ Meeting The Challenge of Preemptive Rights Existing shareholders seldom purchase their proportional amount of shares. Therefore a company must have a backup purchaser – typically an institutional investor. For the backup institutional investor to make a commitment and wait (
Slide 27: Preemptive Rights Proposal
27 Special Shareholders’ Meeting Preemptive Rights Proposal The Board and Management want existing shareholders to purchase as much of a common stock offering as they would desire. But – we would like to do this in one step instead of two. By issuing in one step, the argument for discounted shares i
Slide 28: April 2015 Voting Results
28 April 2015 Voting Results Shares Voting (non broker) 4,509,000 Shares Required for Passage 3,875,000 Votes to Remove Cumulative Voting 3,376,000 Percent of Total Votes 75% Votes to Remove Preemptive Rights 3,603,000 Percent of Shares Voting 80%
Slide 29: Thank You
Thank You
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