<PAGE> 1
- - -------------------------------------------------------------------------------
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 March 31, 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 May 1, 1994
- - ---------------------------------- ------------------------------
Common Stock, without par value 3,492,904 shares
<PAGE> 2
THE CIVISTA CORPORATION
INDEX
Page No.
--------
Part I. Financial Information
Item 1: Financial Statements
Consolidated Statements of Condition
March 31, 1994 and September 30, 1993 . . . . . . . . . . . . . 3
Consolidated Statements of Operations
Three Months and Six Months Ended March 31, 1994 and 1993 . . . 4
Consolidated Statements of Cash Flows
Six Months Ended March 31, 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 . . . . . . . . . . . . . . . . . . . . . . . 11
Item 6: Exhibits and Reports on Form 8-K . . . . . . . . . . . . . 11
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Computation of Earnings Per Share . . . . . . . . . . . . . . . . 13
Review by Independent Auditors . . . . . . . . . . . . . . . . . . 14
2
<PAGE> 3
<TABLE>
PART I - FINANCIAL INFORMATION
THE CIVISTA CORPORATION
CONSOLIDATED STATEMENTS OF CONDITION
<CAPTION>
Unaudited
--------------
March 31, September 30,
Assets 1994 1993
------ ---------------- -----------------
<S> <C> <C>
Cash including short-term cash investments of
$9,387,576 and $6,537,815, respectively $ 25,533,777 19,189,901
Investment securities with market values of
$150,846,000 and $154,378,000, respectively 151,119,014 151,134,497
Mortgage-backed securities, net with market values of
$90,005,000 and $83,813,000, respectively 92,280,663 82,685,272
Mortgage loans, net 480,525,565 478,136,520
Other loans, net 22,733,617 23,821,520
---------------- ----------------
Total mortgage-backed securities and
loans receivable, net 595,539,845 584,643,312
---------------- ----------------
Accrued interest receivable, net 4,931,338 5,063,846
Real estate acquired in settlement of loans, net 1,347,292 1,449,456
Real estate investment property, net 12,803,030 13,543,632
Federal Home Loan Bank stock 5,683,900 5,618,200
Office properties and equipment, net 6,173,379 6,284,520
Real estate development assets, net 8,094,394 9,385,979
Other assets 3,423,174 2,701,953
---------------- ----------------
Total assets $ 814,649,143 799,015,296
================ ================
Liabilities and Shareholders' Equity
------------------------------------
Customer deposits $ 697,496,464 684,068,900
Notes payable to Federal Home Loan Bank 11,323,310 14,327,037
Mortgage loans payable 9,078,472 9,133,871
Advance payments by borrowers for taxes and insurance 3,109,447 2,991,037
Other liabilities 6,357,773 5,533,314
---------------- ----------------
Total liabilities 727,365,466 716,054,159
---------------- ----------------
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 75,560,382 71,276,053
Valuation allowance on mortgage-backed securities ( 29,890) --
Treasury shares, 8,248 shares, at cost ( 66,296) ( 66,296)
---------------- ----------------
Total shareholders' equity 87,283,677 82,961,137
Commitments (note 2)
---------------- ----------------
Total liabilities and shareholders' equity $ 814,649,143 799,015,296
================ ================
<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 March 31, Six Months Ended March 31,
---------------------------- --------------------------
1994 1993 1994 1993
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Interest on mortgage and other loans $10,149,032 11,224,488 20,692,210 22,658,109
Interest on mortgage-backed securities 1,337,901 1,409,841 2,607,731 3,115,553
Interest on investment securities 1,821,197 1,056,662 3,698,337 2,261,345
Other interest and dividend income 138,784 344,927 271,281 580,055
----------- ----------- ----------- -----------
Total interest income 13,446,914 14,035,918 27,269,559 28,615,062
Interest on customer deposits 5,705,518 5,949,253 11,601,771 12,206,776
Interest on notes payable to Federal
Home Loan Bank and other borrowings 309,538 245,106 584,289 490,053
----------- ----------- ----------- -----------
Total interest expense 6,015,056 6,194,359 12,186,060 12,696,829
----------- ----------- ----------- -----------
Net interest income 7,431,858 7,841,559 15,083,499 15,918,233
----------- ----------- ----------- -----------
Provision for loan losses 44,435 183,380 102,424 424,858
----------- ----------- ----------- -----------
Net interest income after provision
for loan losses 7,387,423 7,658,179 14,981,075 15,493,375
----------- ----------- ----------- -----------
Other income:
Real estate operations 1,044,253 1,011,779 2,169,461 2,010,666
Real estate development sales 326,050 242,181 659,031 708,389
Data processing sales and service 1,069,856 1,480,759 2,161,042 2,937,850
Commissions on annuity and mutual fund sales 354,822 327,928 705,200 609,455
Investment security gains, net 713,450 -- 729,075 625
Gains on sales of mortgage loans and
mortgage-backed securities, net 43,467 1,093,531 43,467 1,093,950
Customer service fees 267,169 260,482 556,199 561,717
Other income 366,057 171,779 490,532 461,226
----------- ----------- ----------- -----------
Total other income 4,185,124 4,588,439 7,514,007 8,383,878
Other expenses:
Compensation and related expenses 3,101,696 3,102,029 6,126,293 6,149,201
Office occupancy 699,189 803,846 1,427,837 1,593,324
Deposit insurance premiums 394,258 201,770 780,836 562,348
Ohio financial institution tax 277,240 249,445 583,870 509,202
Real estate operations 751,474 774,402 1,513,838 1,594,221
Cost of real estate development sales 340,869 204,064 664,004 623,944
Provision for real estate losses 564,487 50,000 564,487 50,000
Other expense 1,125,046 1,349,671 2,072,051 2,822,593
----------- ----------- ----------- -----------
Total other expenses 7,254,259 6,735,227 13,733,216 13,904,833
----------- ----------- ----------- -----------
Earnings before federal income taxes 4,318,288 5,511,391 8,761,866 9,972,420
Federal income taxes 1,443,000 1,832,000 2,906,000 3,355,000
----------- ----------- ----------- -----------
Net earnings $ 2,875,288 3,679,391 5,855,866 6,617,420
=========== =========== =========== ===========
Net earnings per share $ .78 1.02 1.60 1.84
====== ====== ====== ======
Cash dividends declared per share $ .10 .08 3/4 .45 .32 1/2
====== ====== ===== ======
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
4
<PAGE> 5
<TABLE>
THE CIVISTA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED MARCH 31,
<CAPTION>
Unaudited
-----------------------------------------
Operating activities: 1994 1993
-------- --------
<S> <C> <C>
Net earnings $ 5,855,866 6,617,420
Adjustments to reconcile net earnings
to net cash provided by operating activities:
Decrease in accrued interest receivable 132,508 629,462
Provision for loan losses 102,424 424,858
Provision for real estate losses 564,487 50,000
Depreciation and amortization 826,336 818,190
Federal Home Loan Bank stock dividend ( 128,800) ( 126,500)
Investment security gains, net ( 729,075) ( 625)
Increase (decrease) in deferred loan
origination fees, net ( 96,057) 138,729
Amortization of deferred loan origination fees ( 626,479) ( 512,361)
Gains on sales of real estate
acquired in settlement of loans, net ( 9,870) ( 57,805)
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 3,982,684 83,719
Gains on sales ( 43,467) ( 419)
Originations ( 3,939,217) ( 83,300)
Mortgage-backed securities available for sale:
Principal collected -- 9,100,900
Proceeds from sales -- 26,512,660
Gains on sales -- ( 1,093,531)
Proceeds from sales of other loans 605,307 588,460
Other 45,824 ( 531,534)
--------------- --------------
Net cash provided by operating activities 7,276,346 42,558,948
--------------- --------------
Investing activities:
Proceeds from maturities of investment securities 26,922,096 25,764,478
Purchases of investment securities ( 26,968,283) ( 35,728,094)
Principal collected on mortgage loans 50,580,081 40,615,114
Principal collected on mortgage-backed securities 8,918,504 3,237,106
Principal collected on other loans 7,860,253 7,304,712
Mortgage loan originations ( 52,896,238) ( 52,978,781)
Other loan originations ( 7,371,200) ( 6,652,407)
Purchase of mortgage loans ( 17,667) ( 216,404)
Purchase of mortgage-backed securities ( 18,625,799) ( 8,000,717)
Purchase of office properties and equipment, net ( 286,953) ( 663,938)
Proceeds from sale of mortgage loan 596,381 --
Proceeds from sales of real estate acquired
in settlement of loans 112,034 1,028,896
Proceeds from sales of real estate investment property 745,539 332,006
Investment in real estate investment property ( 204,150) ( 635,529)
Redemption of Federal Home Loan Bank stock 63,100 234,100
Purchase of Federal Home Loan Bank stock -- ( 2,400)
Sales of real estate development assets 659,031 708,389
Increase in real estate development assets ( 2,611) ( 15,275)
--------------- --------------
Net cash used
by investing activities ( 9,915,882) ( 25,668,744)
--------------- -----------------
(Continued)
</TABLE>
5
<PAGE> 6
<TABLE>
THE CIVISTA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED MARCH 31,
<CAPTION>
Unaudited
-----------------------------------------
1994 1993
-------- --------
<S> <C> <C>
Financing activities:
Net increase in customer transaction and
savings accounts 21,062,694 20,972,349
Proceeds from sales of certificates of deposit 9,027,542 11,493,437
Payments for maturing certificates of deposit ( 16,662,672) ( 24,690,378)
Principal payments on mortgage loans payable ( 55,399) ( 50,035)
Cash dividends ( 1,571,537) ( 1,130,189)
Stock options exercised 68,101 101,400
Borrowings from the Federal Home Loan Bank 40,600,000 --
Repayments to the Federal Home Loan Bank ( 43,603,727) ( 3,727)
Net increase in advance payments by
borrowers for taxes and insurance 118,410 110,903
--------------- --------------
Net cash provided by
financing activities 8,983,412 6,803,760
--------------- --------------
Net increase in cash
and cash equivalents 6,343,876 23,693,964
Cash and cash equivalents at beginning of period 19,189,901 36,682,364
--------------- --------------
Cash and cash equivalents at end of period $ 25,533,777 60,376,328
=============== ==============
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest on customer deposits and borrowings $ 12,188,931 12,687,131
=============== ==============
Federal income taxes $ 1,375,605 2,305,256
=============== ==============
Supplemental schedule of non-cash
investing and financing activities
Real estate acquired in settlement of loans $ -- 260,947
=============== ==============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
6
<PAGE> 7
THE CIVISTA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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 The CASNET Group, Inc., Crest Investments, Inc. and
Citizens Investment Corporation; two apartment complexes and short-term
investments. As discussed in the Annual Report to Shareholders, Citizens
Savings Bank of Canton paid a non-cash dividend to CIVISTA of 100% of the
stock of its wholly owned subsidiary, Citizens Savings Corporation on
January 1, 1994.
(2) Outstanding commitments to fund mortgage loans aggregated $12,666,000 and
$11,308,000 at March 31, 1994 and September 30, 1993, respectively.
CIVISTA also had commitments to fund consumer home equity and credit card
lines of credit of $29,853,000 and $30,820,000 at March 31, 1994 and
September 30, 1993, respectively. CIVISTA expects a significant portion
of these lines of credit to remain undrawn. At March 31, 1994, CIVISTA
had no commitments to sell mortgage loans or commitments to purchase
mortgage-backed securities.
(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 March 31, 1994 statement of
condition and the results of operations for the three months and
six months ended March 31, 1994 and 1993.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
At March 31, 1994, mortgage loans totaled $480.5 million which was $2.4 million
greater than the amount outstanding at September 30, 1993. During the first
six months of fiscal 1994, principal collections and loan payoffs continued at
record levels. Principal collections and loan payoffs on mortgage loans held
for investment increased $10.0 million compared to the first six months of
fiscal 1993. Refinancing activity has continued to affect the adjustable
rate loan portion of the portfolio. Since September 30, 1993, adjustable rate
loans have declined approximately $10.2 million to $110.0 million. At March
31, 1994, fixed rate loans amounted to 78% of total mortgage loans.
At March 31, 1994, 38% 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 $9.6 million as a
result of the purchase of $18.6 million of mortgage-backed securities with
ten-year maturities. During the six-month period, principal collections and
loan payoffs on mortgage-backed securities held for investment increased $5.7
million compared to the same six-month period of fiscal 1993.
Customer deposits increased $13.4 million during the six-month period as a
result of interest credits of $11.6 million and net cash inflows of $1.8
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 $21.6 million since
September 30, 1993. During the same period, certificates of deposit have
decreased $7.6 million. At March 31, 1994, passbook savings and transaction
accounts aggregated $456.5 million or 65% of total customer deposits and
certificates of deposit aggregated $241.0 million or 35% of total customer
deposits.
At March 31, 1994, cash, short-term cash investments and investment securities
totaled $176,652,791 or 21.7% 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
$603,000 of college loans.
Real estate investment property declined as a result of depreciation and the
sale of a property in California at a gain of $236,000.
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 March 31, 1994, sales have been closed
on sixteen of the lots. In March 1994, CIVISTA reserved $253,000 on this
development. During the quarter ended March 31, 1994, the last three homes in
a 37-unit residential development in Indio, California were closed. Also
during March 1994, CIVISTA charged off a $476,633 non-earning loan to a joint
venture.
During the six-month period CIVISTA used $40.6 million of short-term advances
from the Federal Home Loan Bank for short-term cash management purposes. At
March 31, 1994, $11.0 million of these advances remained outstanding.
8
<PAGE> 9
CIVISTA has a very strong capital position. At March 31, 1994, shareholders'
equity was $87,283,677 which represented 10.7% of assets and 12.0% of
liabilities. Citizens Savings Bank had shareholder's equity totalling 7.4% of
its assets and 8.0% of its liabilities at March 31, 1994. Citizens Savings
Bank's compliance with the capital requirements in effect at March 31, 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 $ 57,834 57,834 57,834 57,834 57,834
Adjustment:
General valuation reserves -- -- -- -- 2,780
---------- ---------- ---------- --------- ---------
Regulatory capital 57,834 57,834 57,834 57,834 60,614
Minimum capital requirement 11,656 23,311 38,852 20,407 27,209
---------- ---------- ---------- --------- ---------
Excess regulatory capital $ 46,178 34,523 18,982 37,427 33,405
========== ========== ========== ========= =========
Adjusted or risk-weighted
assets applicable to
calculation $ 777,044 777,044 777,044 340,117 340,117
========== ========== ========== ========= =========
Capital ratio 7.44% 7.44% 7.44% 17.00% 17.82%
========== ========== ========== ========= =========
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>
If the fully phased-in capital requirements which Citizens Savings Bank is
required to meet on July 1, 1996 had been in effect at March 31, 1994, Citizens
Savings Bank would have been in compliance.
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 MARCH 31, 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 8.5% for the quarter ended March 31, 1993 to 7.9% for the quarter
ended March 31, 1994. In addition, average balances on mortgage loans
decreased approximately $11.2 million from the same quarter last year.
Interest on mortgage-backed securities decreased from the same period one year
ago. Average balances on mortgage-backed securities increased approximately
$17.0 million from the same quarter last year. However, there was a decrease
in yield from 7.6% for the quarter ended March 31, 1993 to 6.0% for the quarter
ended March 31, 1994.
Interest on investment securities increased as a result of significantly higher
average investments. The average outstanding balance on investment securities
increased from $82.8 million for the quarter ended March 31, 1993 to $143.3
million for the quarter ended March 31, 1994, while yields were 5.1% for both
periods. 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
$29.3 million.
Interest expense on customer accounts decreased approximately $244,000. The
second quarter of fiscal 1994 reflects the continued shift of maturing
certificates of deposit into passbooks or transaction accounts. For the
quarter ended March 31, 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 March 31, 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 $666.8 million to $685.3 million for
the three-month periods ended March 31, 1993 and 1994.
During the quarter ended March 31, 1994, CIVISTA closed sales on the three
remaining Park Madison homes. This compared with two Park Madison closings
during the quarter ended March 31, 1993.
Data processing sales and service income decreased approximately $411,000.
This decrease resulted from a $495,000 decline in revenue from traditional
savings and loan customers. This decrease was offset by a net increase of
approximately $116,000 in microfiche sales and the sales and installation of
interactive voice response systems.
During the quarter, CIVISTA sold 15,000 shares of Student Loan Marketing
Association stock which resulted in a gain of $713,450.
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.
SIX MONTHS ENDED MARCH 31, 1994
Interest on loans decreased approximately $2.0 million from the same six-month
period one year ago. This decrease is directly related to the decrease in
mortgage loan yield from 8.6% for the six-month period ended March 31, 1993 to
7.9% for the six-month period ended March 31, 1994. Average balances on
mortgage loans also decreased approximately $5.9 million from the same
six-month period last year.
Interest on mortgage-backed securities decreased from the same six-month period
one year ago. Average balances on mortgage-backed securities increased
approximately $6.9 million from the same six-month period last year. However,
there was a decrease in yield from 7.8% for the six-month period ended March
31, 1993 to 6.0% for the six-month period ended March 31, 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 $85.6 million for the six-month period ended March 31, 1993 to
$143.1 million for the six-month period ended March 31, 1994, while yields
decreased for the same periods from 5.3% to 5.2%. 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 $22.0 million.
Interest expense on customer accounts decreased approximately $605,000. The
six-month period of fiscal 1994 reflects the continued shift of maturing
certificates of deposit into passbooks or transaction accounts. For the
six-month period ended March 31, 1994, interest expense on customer accounts
averaged 3.4%. This is a decrease from the 3.7% average interest rate paid on
customer accounts for the six-month period ended March 31, 1993. The impact of
the decrease in average interest rates from 3.7% to 3.4% was partially offset
by the increase in average total customer balances from $666.1 million to
$686.5 million for the six-month periods ended March 31, 1993 and 1994.
During the six-month period ended March 31, 1994, CIVISTA closed sales on the
six remaining Park Madison homes. This compared with four Park Madison
closings and one Enclave Mountain Estates lot closing during the six-month
period ended March 31,1993.
Data processing sales and service income decreased approximately $777,000.
This decrease resulted from a $923,000 decline in revenue from traditional
savings and loan customers. This decrease was offset by a net increase of
approximately $207,000 in microfiche sales and the sales and installation of
interactive voice response systems.
During the six-month period ended March 31, 1994, CIVISTA sold 15,000 shares of
Student Loan Marketing Association stock which resulted in a gain of $713,450.
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 May 12, 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 Six Months Ended
March 31, March 31,
----------------------------------- ----------------------------------
1994 1993 1994 1993
---------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Computation of primary earnings
per share:
Weighted average number of
common shares outstanding 3,492,604 3,477,504 3,491,081 3,475,112
Add common stock equivalents for shares
issuable under stock option plan (1) 168,670 124,104 160,823 118,046
------------- ------------- ------------- ------------
Weighted average number of shares
outstanding adjusted for common
stock equivalents 3,661,274 3,601,608 3,651,904 3,593,158
============= ============= ============= ============
Net earnings $ 2,875,288 3,679,391 5,855,866 6,617,420
============= ============= ============= ============
Primary earnings per share $ .78 1.02 1.60 1.84
============= ============= ============= ============
<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 March 31, 1994, and the related consolidated
statements of operations for the three- and six-month periods ended March 31,
1994 and 1993, and consolidated cash flows for the six-month periods ended
March 31, 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
May 6, 1994
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