Civista Bancshares, Inc. · NASDAQ:CIVB
Civista Bancshares — Merger or Acquisition (May 2018)
29 slides from Civista Bancshares's merger presentation, May 10, 2018
Slide 1: Investor Presentation Fourth Quarter 2017
Investor Presentation Fourth Quarter 2017 Dennis G. Shaffer - President & Chief Executive Officer Richard J. Dutton - Senior Vice President, Chief Operating Officer NASDAQ: CIVB Exhibit 99.1
Slide 2: Forward-Looking Statements
Forward-Looking Statements This investor presentation contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking st
Slide 3: Additional Information
Additional Information ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION This investor presentation contains information with respect to the proposed transaction involving Civista and United. In connection with the proposed transaction, Civista intends to file a registration statement on Form S-
Slide 4: Contact Information
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 1/40th ownership interest in a Series B Preferred Share, are traded on the NASDAQ Capital Market under the symbol “CIVBP.”
Slide 5: Corporate Overview
Corporate Overview Bank originally founded in 1884 10th Largest Publicly Traded Commercial Bank Headquartered in Ohio Community Banking Focused Operations in 12 Ohio Counties 1 27 Branches & 2 Loan Production Offices Operations in 4 of the 5 largest Ohio MSAs Franchise Poised for Acquisitions and Or
Slide 6: Experienced Management Team
Experienced Management Team Dennis G. Shaffer SVP & Chief Operating Officer 32 years of banking experience Joined in 2007 Richard J. Dutton SVP & Chief Lending Officer 29 years of banking experience Joined in 2016 Charles A. Parcher SVP & General Counsel 16 years of banking experience Joined in 2002
Slide 7: Branch Footprint
Branch Footprint Note: Market share information as of June 30, 2017. Sandusky / Akron / Cleveland, Ohio $715 million in loans $728 million in deposits 12 locations #1 deposit market share in Sandusky, Ohio with ~ 50% market share North Central Ohio $86 million in loans $182 million in deposits 7 loc
Slide 8: Attractive Target Markets
Attractive Target Markets North Central Ohio West Central Ohio Greater Dayton Ohio Sandusky / Akron / Cleveland Development Opportunity - Toledo
Slide 9: Investment Highlights
Investment Highlights Experienced management team with a deep bench Community bank franchise in growth markets with an established operating model Gather attractive low-cost rural deposits (19 bps total cost of deposits) Generate loans in select growing urban markets (operations in 4 of the 5 larges
Slide 10: Financial Highlights
Financial Highlights Source: Company Management and SNL Financial. 1 Page 27 shows 2016 ratios adjusted for nonrecurring recovery 2 Non-GAAP reconciliation on page 28.
Slide 11: Increasing Shareholder Value
Increasing Shareholder Value Source: Company management and SNL Financial. 2 Non-GAAP reconciliation on page 28 . Tangible Book Value per Share2 Diluted EPS
Slide 12: Proven Acquirer & Attractive Organic Growth
Proven Acquirer & Attractive Organic Growth Source: Company Management and SNL Financial. Completed 6 acquisitions since the formation of the holding company in 1987 Expanded commercial loan growth in Columbus, Cleveland, Akron and Dayton markets Since year-end 2011, loan portfolios in these markets
Slide 13: Deposit Mix and Cost of Deposits vs Peers
Source: Company Management and SNL Financial. 2017 Peer data as of 12/31/2017, or the latest available date. Note: Comparable peers include Management selected public banks located in PA, IN, WV, MI, OH, and WI with total assets between $1.0 billion and $2.0 billion. Deposit Mix Total Deposits: $1.2
Slide 14: Loan Mix and Loan Yield vs Peers
Source: Company Management and SNL Financial. 2017 Peer data as of 12/31/2017, or the latest available date. Note: Comparable peers include Management selected public banks located in PA, IN, WV, MI, OH, and WI with total assets between $1.0 billion and $2.0 billion. Loan Mix Total Gross Loans: $1.2
Slide 15: Peer Leading FTE Net Interest Margin
Peer Leading FTE Net Interest Margin Source: SNL Financial. 2017 Peer data as of 12/31/2017, or the latest available date. Note: Comparable peers include Management selected public banks located in PA, IN, WV, MI, OH, and WI with total assets between $1.0 billion and $2.0 billion.
Slide 16: Effectively Managing Assets & Liabilities
Effectively Managing Assets & Liabilities Assets Asset duration of less than two years Sell fixed-rate mortgages Encourage variable-rate commercial lending or swap into variable, if appropriate Generally limit fixed-rate terms to five years Liabilities Liability duration greater than three years Foc
Slide 17: Strong Asset Quality
Source: Company Management and SNL Financial. 1 LTM basis 2 Excluding PCI (purchased credit impaired loans). Strong Asset Quality Reserves / NPLs NCOs / Average Loans Loan Loss Reserves / Gross Loans NPAs & 90+PD / Assets Loan Loss Reserves / Gross Loans Nonaccrual & 90 days Past Due2 / Gross Loans
Slide 18: Fee Income / Operating Efficiencies
Fee Income / Operating Efficiencies Source: Company Management. Efficiency Ratio Noninterest Income / Average Assets Fee income platform Service charges on deposit accounts were $4.8 million for both 2017 and 2016 Mortgage Banking Gain on sale of loans, primarily mortgage loans, was $1.7 million for
Slide 19: Profitability & Returns Analysis
Profitability & Returns Analysis Source: Company Management and SNL Financial. 1 Page 22 shows 2016 ratios adjusted for nonrecurring recovery Diluted Earnings per Share ROAE 1 ROAA 1 Net Income Available to Common Shareholders
Slide 20: Capital Position
1 Illustrates CIVB’s capital position if all of the convertible preferred equity issued on 12/19/2013 (coupon: 6.5%, initial conversion price: $7.82) was converted into common equity. 2 TCE Non-GAAP reconciliation on page 23. Capital Position
Slide 21: Operating Results
Source: Company Management and SNL Financial. Operating Results
Slide 22: Compelling Investment Opportunity
Compelling Investment Opportunity Strong asset quality Proven acquirer Completed 6 acquisitions since the formation of the holding company in 1987 Peer leading NIM Low cost deposits – 17 bps lower than peers High yield loan portfolio – 17 bps higher than peers Experienced management team with an ave
Slide 23: Transaction Rationale
Transaction Rationale ¹ As measured on a fully diluted basis, which assumes the conversion of CIVB’s outstanding preferred stock into common shares. Refer to the Appendix for additional information and the associated calculation. Significant Opportunities for Continued Growth and Long-Term Value Cre
Slide 24: Pro Forma Footprint
$296 million in loans $462 million in deposits 81% of deposits within Cincinnati MSA #1 deposit market share in Dearborn County (IN) & #4 in Ripley County (IN) Footprint Source: S&P Global Market Intelligence, FDIC. Deposit market share information as of June 30, 2017. Loan and deposit balances as o
Slide 25: Pro Forma Deposit Composition
Pro Forma Deposit Composition Source: S&P Global Market Intelligence. As of December 31, 2017.
Slide 26: Pro Forma Loan Composition
Pro Forma Loan Composition Source: S&P Global Market Intelligence. Holding company regulatory loan information shown for Civista and bank level regulatory loan information shown for United as of December 31, 2017. ¹ Bank level total risk based capital ratios. Estimated PF bank level total risk based
Slide 27: Civista Non-GAAP Information
CIVISTA Non-GAAP Information BANCSHARES, INC. (Ss in thousands, except per share data) Actual Recovery Adjusted 2016 2016 Net Interest Income $50,259 ($919) $49,340 $54,502 Provision for Loan Losses (1,300) 1,300 ° ° Noninterest Income 16,132 0 16,132 16,334 Noninterest Expense 43,855 0 43,855 48,60
Slide 28: Civista Non-GAAP Reconciliation
CIVISTA Non-GAAP Reconciliation BANCSHARES, INC. ($s in thousands, except per share data) As of and for the Years Ended December 31, 2013 2014 2015 ‘Tangible Common Equity Total Equity $ 103,980 $ 128,376 $ 115,909 $ 125,173 $ 137,616|/$ 184,461 Less: Preferred Equity 23,184 46,316 23,132 22,273 18,
Slide 29: Thank You
Thank You
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