<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
---------------------------------------------
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1994 Commission file no. 0-17180
THE CIVISTA CORPORATION
---------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 34-1574988
------------------------------------ ------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
100 CENTRAL PLAZA SOUTH, CANTON, OHIO 44702-1403
------------------------------------- ------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (216) 456-7757
------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.
Class Outstanding at August 1, 1994
------------------------------------- -----------------------------
Common Stock, without par value 3,498,304 shares
<PAGE> 2
THE CIVISTA CORPORATION
INDEX
Page No.
--------
Part I. Financial Information
Item 1: Financial Statements
Consolidated Statements of Condition
June 30, 1994 and September 30, 1993 . . . . . . . . . . . . . 3
Consolidated Statements of Operations
Three-Months and Nine-Months Ended June 30, 1994 and 1993 . . . 4
Consolidated Statements of Cash Flows
Nine-Months Ended June 30, 1994 and 1993 . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . . . . . . . 7
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . 8
Part II. Other Information . . . . . . . . . . . . . . . . . . . . . . . 12
Item 6: Exhibits and Reports on Form 8-K . . . . . . . . . . . . . 12
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Computation of Earnings Per Share . . . . . . . . . . . . . . . . 14
Review by Independent Auditors . . . . . . . . . . . . . . . . . . 15
2
<PAGE> 3
<TABLE>
PART I - FINANCIAL INFORMATION
THE CIVISTA CORPORATION
CONSOLIDATED STATEMENTS OF CONDITION
<CAPTION>
Unaudited
--------------
June 30, September 30,
Assets 1994 1993
------ ---------------- -----------------
<S> <C> <C>
Cash including short-term cash investments of
$8,269,666 and $6,537,815, respectively $ 23,004,863 19,189,901
Investment securities with market values of
$140,527,000 and $154,378,000, respectively 145,534,365 151,134,497
Mortgage-backed securities, net with market values of
$92,152,000 and $83,813,000, respectively 96,601,261 82,685,272
Mortgage loans, net 479,689,829 478,136,520
Mortgage loans, available for sale, with
market value of $335,000 330,750 --
Other loans, net 22,779,851 23,821,520
---------------- ----------------
Total mortgage-backed securities and
loans receivable, net 599,401,691 584,643,312
---------------- ----------------
Accrued interest receivable, net 4,761,080 5,063,846
Real estate acquired in settlement of loans, net 843,911 1,449,456
Real estate investment property, net 12,686,045 13,543,632
Federal Home Loan Bank stock 5,279,900 5,618,200
Office properties and equipment, net 6,052,973 6,284,520
Real estate development assets, net 7,842,119 9,385,979
Other assets 2,802,920 2,701,953
---------------- ----------------
Total assets $ 808,209,867 799,015,296
================ ================
Liabilities and Shareholders' Equity
------------------------------------
Customer deposits $ 689,088,293 684,068,900
Notes payable to Federal Home Loan Bank 9,423,310 14,327,037
Mortgage loans payable 9,049,658 9,133,871
Advance payments by borrowers for taxes and insurance 5,040,300 2,991,037
Other liabilities 6,144,308 5,533,314
---------------- ----------------
Total liabilities 718,745,869 716,054,159
---------------- ----------------
Shareholders' equity:
Serial preferred stock, without par value;
authorized and unissued 5,000,000 shares -- --
Common shares, without par value, 5,000,000 shares
authorized; 3,501,152 and 3,493,352 shares issued,
respectively 11,819,481 11,751,380
Retained earnings, substantially restricted 77,760,371 71,276,053
Valuation allowance on mortgage-backed securities ( 49,558) --
Treasury shares, 8,248 shares, at cost ( 66,296) ( 66,296)
---------------- ----------------
Total shareholders' equity 89,463,998 82,961,137
Commitments (note 2)
---------------- ----------------
Total liabilities and shareholders' equity $ 808,209,867 799,015,296
================ ================
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
3
<PAGE> 4
<TABLE>
THE CIVISTA CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
Unaudited
--------------------------------------------------------------------
Three-Months Ended June 30, Nine-Months Ended June 30,
----------------------------- ----------------------------
1994 1993 1994 1993
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Interest on mortgage and other loans $ 10,036,068 11,119,626 30,728,278 33,777,735
Interest on mortgage-backed securities 1,353,240 1,265,743 3,960,971 4,381,296
Interest on investment securities 1,800,428 1,287,673 5,498,765 3,549,018
Other interest and dividend income 179,753 334,589 451,034 914,644
------------ ----------- ------------ ------------
Total interest income 13,369,489 14,007,631 40,639,048 42,622,693
Interest on customer deposits 5,722,359 6,005,295 17,324,130 18,212,071
Interest on notes payable to Federal
Home Loan Bank and other borrowings 269,647 244,048 853,936 734,101
------------ ----------- ------------ ------------
Total interest expense 5,992,006 6,249,343 18,178,066 18,946,172
------------ ----------- ------------ ------------
Net interest income 7,377,483 7,758,288 22,460,982 23,676,521
------------ ----------- ------------ ------------
Provision for loan losses 40,600 232,846 143,024 657,704
------------ ----------- ------------ ------------
Net interest income after provision
for loan losses 7,336,883 7,525,442 22,317,958 23,018,817
------------ ----------- ------------ ------------
Other income:
Real estate operations 1,158,383 1,040,459 3,327,844 3,051,125
Real estate development sales 303,750 253,550 962,781 961,939
Data processing sales and service 1,036,986 1,319,734 3,198,028 4,257,584
Commissions on annuity and mutual fund sales 312,681 330,222 1,017,881 939,677
Investment security gains, net -- -- 729,075 625
Gains (losses) on sales of mortgage loans and
mortgage-backed securities, net ( 20,615) 853,427 22,852 1,947,377
Customer service fees 276,441 270,313 832,640 832,030
Other income 119,868 157,558 610,400 618,784
------------ ----------- ------------ ------------
Total other income 3,187,494 4,225,263 10,701,501 12,609,141
Other expenses:
Compensation and related expenses 3,043,391 3,052,686 9,169,684 9,201,886
Office occupancy 790,228 772,734 2,218,065 2,366,058
Deposit insurance premiums 394,258 201,771 1,175,094 764,119
Ohio financial institution tax 267,630 241,043 851,500 750,245
Real estate operations 712,090 810,741 2,225,928 2,404,962
Cost of real estate development sales 287,994 237,084 951,998 861,028
Provision for real estate losses -- -- 564,487 50,000
Other expense 1,011,506 1,120,392 3,083,557 3,942,986
------------ ----------- ------------ ------------
Total other expenses 6,507,097 6,436,451 20,240,313 20,341,284
------------ ----------- ------------ ------------
Earnings before federal income taxes 4,017,280 5,314,254 12,779,146 15,286,674
Federal income taxes 1,468,000 1,784,000 4,374,000 5,139,000
------------ ----------- ------------ ------------
Net earnings $ 2,549,280 3,530,254 8,405,146 10,147,674
============ =========== ============ ============
Net earnings per share $ .69 .98 2.29 2.82
====== ======= ====== =======
Cash dividends declared per share $ .10 .08 3/4 .55 .41 1/4
====== ======= ====== =======
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
4
<PAGE> 5
THE CIVISTA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE-MONTHS ENDED JUNE 30,
<TABLE>
<CAPTION>
Unaudited
-----------------------------------
Operating activities: 1994 1993
-------- --------
<S> <C> <C>
Net earnings $ 8,405,146 10,147,674
Adjustments to reconcile net earnings
to net cash provided by operating activities:
Decrease in accrued interest receivable 302,766 498,081
Provision for loan losses 143,024 657,704
Provision for real estate losses 564,487 50,000
Depreciation and amortization 1,232,355 1,241,352
Federal Home Loan Bank stock dividend ( 269,100) ( 188,900)
Investment security gains, net ( 729,075) ( 625)
Increase (decrease) in deferred loan
origination fees, net ( 117,680) 75,351
Amortization of deferred loan origination fees ( 784,277) ( 910,014)
Gains on sales of real estate
acquired in settlement of loans, net ( 78,402) ( 81,922)
Investment securities available for sale:
Purchases ( 6,000,000) ( 500,000)
Proceeds from sales 6,733,875 500,625
Mortgage loans available for sale:
Proceeds from sales 5,603,520 510,857
Gains on sales ( 22,852) ( 6,367)
Originations ( 5,911,418) ( 504,490)
Mortgage-backed securities available for sale:
Principal collected -- 13,794,033
Proceeds from sales -- 44,021,796
Gains on sales -- ( 1,941,010)
Other loans available for sale:
Proceeds from sales 818,576 1,402,686
Originations ( 1,395,000) --
Other 669,541 ( 439,396)
--------------- --------------
Net cash provided by operating activities 9,165,486 68,327,435
--------------- --------------
Investing activities:
Proceeds from maturities of investment securities 42,808,359 34,602,097
Purchases of investment securities ( 37,378,127) ( 81,618,650)
Principal collected on mortgage loans 72,223,825 67,555,906
Principal collected on mortgage-backed securities 12,400,100 5,945,699
Principal collected on other loans 11,533,647 11,259,879
Mortgage loan originations ( 73,524,197) ( 74,804,949)
Other loan originations ( 9,915,200) ( 10,181,129)
Purchase of mortgage loans ( 17,667) ( 263,875)
Purchase of mortgage-backed securities ( 26,614,924) ( 36,752,193)
Purchase of office properties and equipment, net ( 358,351) ( 876,799)
Proceeds from sale of mortgage loan 596,381 --
Proceeds from sales of real estate acquired
in settlement of loans 662,723 1,055,985
Proceeds from sales of real estate investment property 745,539 324,976
(Continued)
</TABLE>
5
<PAGE> 6
<TABLE>
THE CIVISTA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE-MONTHS ENDED JUNE 30,
<CAPTION>
Unaudited
-----------------------------------
1994 1993
-------- --------
<S> <C> <C>
Investment in real estate investment property ( 305,947) ( 1,013,541)
Redemption of Federal Home Loan Bank stock 607,400 296,500
Purchase of Federal Home Loan Bank stock -- ( 2,400)
Sales of real estate development assets 962,781 961,939
Decrease (increase) in real estate development assets ( 4,855) 13,237
--------------- --------------
Net cash used
by investing activities ( 5,578,513) ( 83,497,318)
--------------- --------------
Financing activities:
Net increase in customer transaction and
savings accounts 14,121,738 30,901,824
Proceeds from sales of certificates of deposit 14,131,692 20,404,447
Payments for maturing certificates of deposit ( 23,234,037) ( 35,567,508)
Principal payments on mortgage loans payable ( 84,213) ( 76,028)
Cash dividends ( 1,920,828) ( 1,434,716)
Stock options exercised 68,101 124,625
Borrowings from the Federal Home Loan Bank 69,700,000 --
Repayments to the Federal Home Loan Bank ( 74,603,727) ( 3,727)
Net increase in advance payments by
borrowers for taxes and insurance 2,049,263 2,133,367
--------------- --------------
Net cash provided by
financing activities 227,989 16,482,284
--------------- --------------
Net increase in cash
and cash equivalents 3,814,962 1,312,401
Cash and cash equivalents at beginning of period 19,189,901 36,682,364
--------------- --------------
Cash and cash equivalents at end of period $ 23,004,863 37,994,765
=============== ==============
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest on customer deposits and borrowings $ 18,214,215 18,936,827
=============== ==============
Federal income taxes $ 2,375,605 4,055,256
=============== ==============
Supplemental schedule of non-cash
investing and financing activities
Real estate acquired in settlement of loans $ 250,336 300,465
=============== ==============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
6
<PAGE> 7
THE CIVISTA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1994
(1) The CIVISTA Corporation is a unitary savings and loan holding company
whose principal asset is the common stock of its wholly owned subsidiary,
Citizens Savings Bank of Canton. In addition, CIVISTA owns all of the
common stock of Citizens Savings Corporation, The CASNET Group, Inc.,
Crest Investments, Inc. and Citizens Investment Corporation; two
apartment complexes and short-term investments.
(2) Outstanding commitments to fund mortgage loans aggregated $4,603,000 and
$11,308,000 at June 30, 1994 and September 30, 1993, respectively.
CIVISTA also had commitments to fund consumer home equity and credit card
lines of credit of $31,000,000 and $30,820,000 at June 30, 1994 and
September 30, 1993, respectively. CIVISTA expects a significant portion
of these lines of credit to remain undrawn. At June 30, 1994, CIVISTA
had commitments to sell mortgage loans totalling $331,000 and commitments
to purchase mortgage-backed securities totalling $1,000,000.
(3) Management believes that the interim consolidated financial statements
reflect all adjustments, consisting only of normal recurring accruals,
necessary for a fair presentation of the June 30, 1994 statement of
condition and the results of operations for the three-months and
nine-months ended June 30, 1994 and 1993.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
At June 30, 1994, mortgage loans totaled $479.7 million which was $1.6 million
greater than the amount outstanding at September 30, 1993. Principal
collections and loan payoffs on mortgage loans held for investment increased
$4.7 million compared to the first nine months of fiscal 1993. The adjustable
rate loan portion of the portfolio has continued to decline. Since September
30, 1993, adjustable rate loans have decreased approximately $12.4 million to
$107.8 million. At June 30, 1994, fixed rate loans amounted to 79% of total
mortgage loans.
During fiscal 1994, CIVISTA has originated as available for sale approximately
$5.9 million of 30 year fixed rate mortgage loans. CIVISTA has been selling
these loans in order to reinvest the proceeds in mortgage loans with shorter
maturities.
At June 30, 1994, 39% of the mortgage loan portfolio consisted of loans with
original terms of fifteen years or less. The shorter maturities of these loans
are advantageous to CIVISTA since they materially reduce the average life of
the mortgage loan portfolio. These shorter maturity loans better match
CIVISTA's customer deposit liabilities and provide a higher level of
amortization than thirty-year loans.
Since September 30, 1993, mortgage-backed securities grew $13.9 million as a
result of the purchase of $26.6 million of mortgage-backed securities with
ten-year maturities. During the nine-month period, principal collections and
loan payoffs on mortgage-backed securities held for investment increased $6.5
million compared to the same nine-month period of fiscal 1993.
Customer deposits increased $5.0 million during the nine-month period as a
result of interest credits of $17.4 million and net cash outflows of $12.4
million. Due to the current lower interest rates, funds from certificates of
deposit continue to be transferred, at maturity, to passbooks or transaction
accounts. After consideration of interest credited on customer deposits,
passbook savings and transaction accounts have increased $14.7 million since
September 30, 1993. During the same period, certificates of deposit have
decreased $9.1 million. At June 30, 1994, passbook savings and transaction
accounts aggregated $449.6 million or 65% of total customer deposits and
certificates of deposit aggregated $239.5 million or 35% of total customer
deposits.
At June 30, 1994, cash, short-term cash investments and investment securities
totaled $168,539,228 or 20.9% of total assets. At September 30, 1993, these
liquid assets represented 21.3% of total assets. CIVISTA has been maintaining
a higher than normal portfolio of liquid assets as a hedge against higher
interest rates. If interest rates begin to rise, the yields on liquid assets
will adjust quickly and help offset increased interest on customer deposits.
In spite of this practice, liquidity was higher than planned due to cash flows
in excess of loan demand.
The other loan balance has decreased mainly due to the sale of approximately
$819,000 of college loans.
Real estate acquired in settlement of loans declined as a result of the sale of
a commercial office building and a residential lot in California.
Real estate investment property declined as a result of depreciation and the
sale of a property in California at a gain of $236,000.
8
<PAGE> 9
Real estate development assets primarily consists of one on-going development.
This project is a tract of 54 residential lots known as Enclave Mountain
Estates in La Quinta, California. As of June 30, 1994, sales have been closed
on seventeen of the lots. In March 1994, CIVISTA reserved $253,000 on this
development. Also during March 1994, CIVISTA charged off a $476,633
non-earning loan to a joint venture.
During the nine-month period CIVISTA used $69.7 million of short-term advances
from the Federal Home Loan Bank for short-term cash management purposes. At
June 30, 1994, $9.1 million of these short-term advances remained outstanding.
Advance payments by borrowers increased due to seasonal real estate tax
payments.
CIVISTA has a very strong capital position. At June 30, 1994, shareholders'
equity was $89,463,998 which represented 11.1% of assets and 12.4% of
liabilities. Citizens Savings Bank had shareholder's equity totalling 7.8% of
its assets and 8.4% of its liabilities at June 30, 1994. Citizens Savings
Bank's compliance with the fully phased-in capital requirements in effect at
June 30, 1994 is as follows (000's omitted):
<TABLE>
<CAPTION>
Tier 1 Tier 1 Total
Tangible Leverage Leverage Risk-Based Risk-Based
Capital Capital Capital Capital Capital
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Capital determined under generally
accepted accounting principles $ 59,982 59,982 59,982 59,982 59,982
Adjustment:
General valuation reserves -- -- -- -- 2,752
---------- ---------- ---------- --------- ---------
Regulatory capital 59,982 59,982 59,982 59,982 62,734
Minimum capital requirement 11,577 23,154 38,590 20,404 27,205
---------- ---------- ---------- --------- ---------
Excess regulatory capital $ 48,405 36,828 21,392 39,578 35,529
========== ========== ========== ========= =========
Adjusted or risk-weighted
assets applicable to
calculation $ 771,806 771,806 771,806 340,064 340,064
========== ========== ========== ========= =========
Capital ratio 7.77% 7.77% 7.77% 17.64% 18.45%
========== ========== ========== ========= =========
Required minimum
regulatory capital 1.50% 3.00% 8.00%
========== ========== =========
Ratio required to meet the
well capitalized definition 5.00% 6.00% 10.00%
========== ========= =========
</TABLE>
RESULTS OF OPERATIONS
The following is a discussion of the significant factors which produced the
differences in operating results for the periods of this report as compared
with the same periods one year ago.
9
<PAGE> 10
THREE-MONTHS ENDED JUNE 30, 1994
Interest on loans decreased approximately $1.1 million from the same period one
year ago. This decrease is directly related to the decrease in mortgage loan
yield from 8.3% for the quarter ended June 30, 1993 to 7.7% for the quarter
ended June 30, 1994. In addition, average balances on mortgage loans decreased
approximately $3.8 million from the same quarter last year.
Interest on mortgage-backed securities increased from the same period one year
ago. Average balances on mortgage-backed securities increased approximately
$22.7 million from the same quarter last year. However, there was a decrease
in yield from 7.2% for the quarter ended June 30, 1993 to 5.8% for the quarter
ended June 30, 1994.
Interest on investment securities increased as a result of significantly higher
average investments. The average outstanding balance on investment securities
increased from $102.9 million for the quarter ended June 30, 1993 to $148.7
million for the quarter ended June 30, 1994, while yields decreased from 5.0%
for the quarter ended June 30, 1993 to 4.8% for the quarter ended June 30,
1994. Other interest and dividend income decreased as a result of lower
average investments. The average investments in Federal Home Loan Bank
overnight deposits and other short-term investments decreased by approximately
$27.4 million.
Interest expense on customer accounts decreased approximately $283,000. The
third quarter of fiscal 1994 reflects the continued shift of maturing
certificates of deposit into passbooks or transaction accounts. For the
quarter ended June 30, 1994, interest expense on customer accounts averaged
3.3%. This is a decrease from the 3.6% average interest rate paid on customer
accounts for the quarter ended June 30, 1993. The impact of the decrease in
average interest rates from 3.6% to 3.3% was partially offset by the increase
in average total customer balances from $675.6 million to $694.6 million for
the three-month periods ended June 30, 1993 and 1994.
Data processing sales and service income decreased approximately $283,000.
This decrease resulted from a $354,000 decline in revenue from traditional
savings and loan customers. This decrease was offset by a net increase of
approximately $91,000 in microfiche sales and the sales and installation of
interactive voice response systems.
During the quarter ended June 30, 1993, CIVISTA was entitled to offset $181,217
of its remaining FSLIC secondary reserve against its deposit insurance premium.
This resulted in lower deposit insurance expense.
NINE-MONTHS ENDED JUNE 30, 1994
Interest on loans decreased approximately $3.0 million from the same nine-
month period one year ago. This decrease is directly related to the decrease
in mortgage loan yield from 8.5% for the nine-month period ended June 30, 1993
to 7.8% for the nine-month period ended June 30, 1994. Average balances on
mortgage loans also decreased approximately $3.8 million from the same
nine-month period last year.
Interest on mortgage-backed securities decreased from the same nine-month
period one year ago. Average balances on mortgage-backed securities increased
approximately $10.4 million from the same nine-month period last year.
However, there was a decrease in yield from 7.5% for the nine-month period
ended June 30, 1993 to 6.0% for the nine-month period ended June 30, 1994.
10
<PAGE> 11
Interest on investment securities increased as a result of significantly higher
average investments. The average outstanding balance on investment securities
increased from $91.4 million for the nine-month period ended June 30, 1993 to
$148.3 million for the nine-month period ended June 30, 1994, while yields
decreased for the same periods from 5.2% to 4.9%. Other interest and dividend
income decreased as a result of lower average investments. The average
investments in Federal Home Loan Bank overnight deposits and other short-term
investments decreased by approximately $23.8 million.
Interest expense on customer accounts decreased approximately $888,000. The
nine-month period of fiscal 1994 reflects the continued shift of maturing
certificates of deposit into passbooks or transaction accounts. For the
nine-month period ended June 30, 1994, interest expense on customer accounts
averaged 3.4%. This is a decrease from the 3.6% average interest rate paid on
customer accounts for the nine-month period ended June 30, 1993. The impact of
the decrease in average interest rates from 3.6% to 3.4% was partially offset
by the increase in average total customer balances from $669.3 million to
$688.7 million for the nine-month periods ended June 30, 1993 and 1994.
During the nine-month period ended June 30, 1994, CIVISTA closed sales on the
six remaining Park Madison homes and one Enclave Mountain Estates lot. This
matched six Park Madison closings and one Enclave Mountain Estates lot closing
during the nine-month period ended June 30,1993.
Data processing sales and service income decreased approximately $1,060,000.
This decrease resulted from a $1,277,000 decline in revenue from traditional
savings and loan customers. This decrease was offset by a net increase of
approximately $297,000 in microfiche sales and the sales and installation of
interactive voice response systems.
During the nine-month period ended June 30, 1994, CIVISTA sold 15,000 shares of
Student Loan Marketing Association stock which resulted in a gain of $713,450.
Deposit insurance premium expense was reduced during the nine-month period in
fiscal 1993. On January 1, 1993, savings associations were entitled to offset
their remaining FSLIC secondary reserve against their deposit insurance premium
for the six-months ended June 30, 1993. CIVISTA's remaining FSLIC secondary
reserve of $362,434 offset its deposit insurance premium.
CIVISTA provided $564,487 for real estate losses in order to reserve $253,000
on the Enclave Mountain Estates and to fully reserve and charge off a $476,633
non-earning loan.
Other expense declined as a result of reduced expenses on foreclosed real
estate, real estate development assets and a variety of individually
insignificant reductions in other expense accounts.
11
<PAGE> 12
PART II - OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
11.1 Computation of Earnings Per Share
15.1 Review by Independent Auditors
(b) Reports on Form 8-K
Not applicable.
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.
THE CIVISTA CORPORATION
Date August 11, 1994 /s/Jack R. Gravo
-------------------- ---------------------------
Jack R. Gravo, President
(Chief Financial and
Accounting Officer)
/s/David A. Sarver
---------------------------
David A. Sarver, Treasurer
12
<PAGE> 13
EXHIBIT INDEX
PAPER (P)
EXHIBIT OR ELECTRONIC (E)
------- -----------------
11.1 Computation of Earnings Per Share . . . . . . . . . . . . E
15.1 Review by Independent Auditors . . . . . . . . . . . . . . E
13
<PAGE> 1
<TABLE>
Exhibit 11.1
The CIVISTA Corporation
Computation of Earnings Per Share
<CAPTION>
Three-Months Ended Nine-Months Ended
June 30, June 30,
------------------------------------- -------------------------------------
1994 1993 1994 1993
---------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Computation of primary earnings
per share:
Weighted average number of
common shares outstanding 3,492,904 3,479,288 3,491,688 3,476,506
Add common stock equivalents for shares
issuable under stock option plan (1) 178,566 137,398 167,312 119,952
------------- ------------- ------------- ------------
Weighted average number of shares
outstanding adjusted for common
stock equivalents 3,671,470 3,616,686 3,659,000 3,596,458
============= ============= ============= ============
Net earnings $ 2,549,280 3,530,254 8,405,146 10,147,674
============= ============= ============= ============
Primary earnings per share $ .69 .98 2.29 2.82
============= ============= ============= ============
<FN>
(1) Additional shares issuable were derived under the treasury stock method using average market price during the period.
</TABLE>
14
<PAGE> 1
KPMG Peat Marwick Exhibit 15.1
Certified Public Accountants
1 Cascade Plaza, Suite 1100
Akron, Ohio 44308
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors
The CIVISTA Corporation:
We have reviewed the consolidated statement of condition of The CIVISTA
Corporation and subsidiaries as of June 30, 1994, and the related consolidated
statements of operations for the three- and nine-month periods ended June 30,
1994 and 1993, and consolidated cash flows for the nine-month periods ended
June 30, 1994 and 1993. These financial statements are the responsibility of
the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical review
procedures to financial data and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated statement of condition of The CIVISTA Corporation
and subsidiaries as of September 30, 1993, and the related consolidated
statements of operations, shareholders' equity, and cash flows for the year
then ended (not presented herein); and in our report dated November 24, 1993,
we expressed an unqualified opinion on those consolidated financial statements.
In our opinion, the information set forth in the accompanying consolidated
statement of condition as of September 30, 1993 is fairly presented, in all
material respects, in relation to the consolidated statement of condition from
which it has been derived.
KPMG Peat Marwick
August 5, 1994
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