10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2017

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36192

Civista Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Ohio	34-1558688
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
100 East Water Street, Sandusky, Ohio	44870
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (419) 625-4121

(Former name, former address and former fiscal year, if changed since last report)

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒   No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” or an “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer	☐		Accelerated filer	☒
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Shares, no par value, outstanding at November 3, 2017—10,170,935 shares

CIVISTA BANCSHARES, INC.

Index

PART I.	Financial Information
Item 1.	Financial Statements:
	Consolidated Balance Sheets (Unaudited) September 30, 2017 and December 31, 2016	2
	Consolidated Statements of Operations (Unaudited) Three and nine months ended September 30, 2017 and 2016	3
	Consolidated Statements of Comprehensive Income (Unaudited) Three and nine months ended September 30, 2017 and 2016	4
	Condensed Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) Nine months ended September 30, 2017	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) Nine months ended September 30, 2017 and 2016	6
	Notes to Interim Consolidated Financial Statements (Unaudited)	7-33
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34-44
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	45-46
Item 4.	Controls and Procedures	47
PART II.	Other Information
Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 3.	Defaults upon Senior Securities	48
Item 4.	Mine Safety Disclosures	48
Item 5.	Other Information	48
Item 6.	Exhibits	48
Signatures		49

Part I – Financial Information

ITEM 1. Financial Statements

CIVISTA BANCSHARES, INC.

Consolidated Balance Sheets (Unaudited)

(In thousands, except share data)

	September 30, 2017			December 31, 2016
ASSETS
Cash and due from financial institutions	$	33,394		$	36,695
Securities available for sale		229,419			195,864
Loans held for sale		4,662			2,268
Loans, net of allowance of $12,946 and $13,305		1,129,046			1,042,201
Other securities		14,247			14,055
Premises and equipment, net		17,688			17,920
Accrued interest receivable		4,999			3,854
Goodwill		27,095			27,095
Other intangibles		1,360			1,784
Bank owned life insurance		24,981			24,552
Other assets		9,197			10,975
Total assets	$	1,496,088		$	1,377,263
LIABILITIES
Deposits
Noninterest-bearing	$	357,539		$	345,588
Interest-bearing		843,750			775,515
Total deposits		1,201,289			1,121,103
Federal Home Loan Bank advances		56,750			48,500
Securities sold under agreements to repurchase		15,148			28,925
Subordinated debentures		29,427			29,427
Accrued expenses and other liabilities		11,493			11,692
Total liabilities		1,314,107			1,239,647
SHAREHOLDERS’ EQUITY
Preferred shares, no par value, 200,000 shares authorized, Series B Preferred shares,    $1,000 liquidation preference, 18,975 shares issued at September 30, 2017 and 20,481 shares    issued at December 31, 2016, net of issuance costs		17,557			18,950
Common shares, no par value, 20,000,000 shares authorized, 10,918,899 shares issued at    September 30, 2017 and 9,091,473 shares issued at December 31, 2016		153,562			118,975
Retained earnings		28,494			19,263
Treasury shares, 747,964 common shares at cost		(17,235	)		(17,235	)
Accumulated other comprehensive loss		(397	)		(2,337	)
Total shareholders’ equity		181,981			137,616
Total liabilities and shareholders’ equity	$	1,496,088		$	1,377,263

See notes to interim unaudited consolidated financial statements

Page 2

CIVISTA BANCSHARES, INC.

Consolidated Statements of Operations (Unaudited)

(In thousands, except per share data)

	Three months ended September 30,					Nine months ended September 30,
	2017			2016		2017			2016
Interest and dividend income
Loans, including fees	$	13,022		$	11,824	$	37,211		$	35,311
Taxable securities		977			872		2,764			2,494
Tax-exempt securities		812			664		2,307			1,979
Federal funds sold and other		25			10		473			376
Total interest income		14,836			13,370		42,755			40,160
Interest expense
Deposits		607			506		1,500			1,480
Federal Home Loan Bank advances		276			111		534			312
Subordinated debentures		268			221		766			650
Other		5			6		16			17
Total interest expense		1,156			844		2,816			2,459
Net interest income		13,680			12,526		39,939			37,701
Provision (credit) for loan losses		—			—		—			(1,300	)
Net interest income after provision (credit) for loan losses		13,680			12,526		39,939			39,001
Noninterest income
Service charges		1,177			1,194		3,609			3,714
Net gain (loss) on sale of securities		(9	)		18		(9	)		20
Net gain on sale of loans		472			541		1,207			1,341
ATM fees		567			541		1,643			1,584
Wealth management fees		787			688		2,233			1,989
Bank owned life insurance		142			149		429			415
Tax refund processing fees		—			—		2,750			2,750
Other		329			522		842			1,176
Total noninterest income		3,465			3,653		12,704			12,989
Noninterest expense
Salaries, wages and benefits		7,389			6,375		21,684			19,053
Net occupancy expense		690			708		2,002			2,009
Equipment expense		350			494		1,097			1,158
Contracted data processing		357			397		1,174			1,147
FDIC assessment		115			166		414			597
State franchise tax		255			251		767			709
Professional services		534			431		1,718			1,450
Amortization of intangible assets		158			172		483			527
ATM expense		233			183		700			379
Marketing		240			249		768			810
Other operating expenses		1,846			1,769		5,410			5,314
Total noninterest expense		12,167			11,195		36,217			33,153
Income before taxes		4,978			4,984		16,426			18,837
Income tax expense		1,318			1,304		4,534			5,251
Net Income		3,660			3,680		11,892			13,586
Preferred stock dividends		308			374		935			1,156
Net income available to common shareholders	$	3,352		$	3,306	$	10,957		$	12,430
Earnings per common share, basic	$	0.33		$	0.41	$	1.12		$	1.57
Earnings per common share, diluted	$	0.29		$	0.34	$	0.97		$	1.24

See notes to interim unaudited consolidated financial statements

Page 3

CIVISTA BANCSHARES, INC.

Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)

	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Net income	$	3,660		$	3,680		$	11,892		$	13,586
Other comprehensive income (loss):
Unrealized holding gains (losses) on available for sale securities		86			(1,225	)		1,993			2,273
Tax effect		(29	)		417			(678	)		(772	)
Pension liability adjustment		426			83			946			249
Tax effect		(144	)		(28	)		(321	)		(84	)
Total other comprehensive income (loss)		339			(753	)		1,940			1,666
Comprehensive income	$	3,999		$	2,927		$	13,832		$	15,252

See notes to interim unaudited consolidated financial statements

Page 4

CIVISTA BANCSHARES, INC.

Condensed Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)

(In thousands, except share data)

	Preferred Shares						Common Shares												Accumulated Other			Total
	Outstanding Shares			Amount			Outstanding Shares			Amount			Retained Earnings			Treasury Shares			Comprehensive Loss			Shareholders’ Equity
Balance, December 31, 2016		20,481		$	18,950			8,343,509		$	118,975		$	19,263		$	(17,235	)	$	(2,337	)	$	137,616
Net Income		—			—			—			—			11,892			—			—			11,892
Other comprehensive income		—			—			—			—			—			—			1,940			1,940
Conversion of Series B preferred shares    to common shares		(1,506	)		(1,393	)		192,568			1,393			—			—			—			—
Common stock issuance, net of costs		—			—			1,610,000			32,821			—			—			—			32,821
Stock-based compensation		—			—			25,069			377			—			—			—			377
Common stock dividends    ($0.18 per share)		—			—			—			—			(1,726	)		—			—			(1,726	)
Preferred stock dividend		—			—			—			—			(935	)		—			—			(935	)
Retirement of common stock								(211	)		(4	)											(4	)
Balance, September 30, 2017		18,975		$	17,557			10,170,935		$	153,562		$	28,494		$	(17,235	)	$	(397	)	$	181,981

See notes to interim unaudited consolidated financial statements

Page 5

CIVISTA BANCSHARES, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	Nine months ended September 30,
	2017			2016
Net cash from operating activities	$	11,821		$	11,318
Cash flows used for investing activities:
Maturities and calls of securities, available-for-sale		23,529			23,264
Purchases of securities, available-for-sale		(57,005	)		(31,130	)
Sale of securities available for sale		953			4,379
Purchases of other securities		(192	)		(474	)
Purchase of bank owned life insurance		—			(3,885	)
Net loan originations		(86,678	)		(43,285	)
Loans purchased, installment		—			(1,643	)
Proceeds from sale of other real estate owned properties		72			238
Proceeds from sale of premises and equipment		139			—
Premises and equipment purchases		(755	)		(1,292	)
Net cash used for investing activities		(119,937	)		(53,828	)
Cash flows from financing activities:
Repayment of long-term FHLB advances		(2,500	)		—
Net change in short-term FHLB advances		10,750			(36,200	)
Increase in deposits		80,186			82,120
Decrease in securities sold under repurchase agreements		(13,777	)		(3,327	)
Net proceeds from common stock issuance		32,821			—
Cash payment for retirement of common stock		(4	)		—
Common dividends paid		(1,726	)		(1,259	)
Preferred dividends paid		(935	)		(1,156	)
Net cash provided by financing activities		104,815			40,178
Decrease in cash and due from financial institutions		(3,301	)		(2,332	)
Cash and due from financial institutions at beginning of period		36,695			35,561
Cash and due from financial institutions at end of period	$	33,394		$	33,229
Cash paid during the period for:
Interest	$	2,753		$	2,442
Income taxes		4,300			4,700
Supplemental cash flow information:
Transfer of loans from portfolio to other real estate owned		78			73
Transfer of premises to held-for-sale		3			—
Transfer of loans held for sale to portfolio		419			—
Conversion of preferred shares to common shares		1,393			2,497
Securities purchased not settled		1,609			—
Securities sold not settled		—			2,386

See notes to interim unaudited consolidated financial statements

Page 6

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(1) Consolidated Financial Statements

Nature of Operations and Principles of Consolidation : Civista Bancshares, Inc. (CBI) is an Ohio corporation and a registered financial holding company. The Consolidated Financial Statements include the accounts of CBI and its wholly-owned subsidiaries: Civista Bank (Civista), First Citizens Insurance Agency, Inc., Water Street Properties, Inc. (Water St.) and FC Refund Solutions, Inc. (FCRS). FCRS was formed to facilitate payment of individual state and federal income tax refunds. First Citizens Capital LLC (FCC) is wholly-owned by Civista and holds inter-company debt. The operations of FCC are located in Wilmington, Delaware. First Citizens Investments, Inc. (FCI) is wholly-owned by Civista and holds and manages its securities portfolio. The operations of FCI are located in Wilmington, Delaware. The above companies together are referred to as the “Company.” Intercompany balances and transactions are eliminated in consolidation. First Citizens Insurance Agency, Inc. was formed to allow the Company to participate in commission revenue generated through its third party insurance agreement. Insurance commission revenue was less than 1.0% of total revenue through September 30, 2017. Water Street Properties was formed to hold properties repossessed by CBI subsidiaries.  Revenue from Water St. was less than 1.0% of total revenue through September 30, 2017. Management considers the Company to operate primarily in one reportable segment, banking.

The Consolidated Financial Statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the Company’s financial position as of September 30, 2017 and its results of operations and changes in cash flows for the periods ended September 30, 2017 and 2016 have been made. The accompanying Consolidated Financial Statements have been prepared in accordance with instructions of Form 10-Q, and therefore certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been omitted. The results of operations for the periods ended September 30, 2017 are not necessarily indicative of the operating results for the full year. Reference is made to the accounting policies of the Company described in the notes to the audited financial statements contained in the Company’s 2016 annual report. The Company has consistently followed these policies in preparing this Form 10-Q.

The Company provides financial services through its offices in the Ohio counties of Erie, Crawford, Champaign, Franklin, Logan, Madison, Summit, Huron, Ottawa, Richland, Montgomery and Cuyahoga. Its primary deposit products are checking, savings, and term certificate accounts, and its primary lending products are residential mortgage, commercial, and installment loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets and commercial and residential real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. The bank has two concentrations, one is to Lessors of Non-Residential Buildings and Dwellings totaling $284,218, or 24.8% of total loans, as of September 30, 2017 and the other is to Lessors of Residential Buildings and Dwellings totaling $155,616, or 13.6% of total loans, as of September 30, 2017. These segments of the portfolio are stable and have been conservatively underwritten, monitored and managed by experienced commercial bankers. However, the customers’ ability to repay their loans is dependent on the real estate market and general economic conditions in the area. Other financial instruments that potentially represent concentrations of credit risk include Federal Funds sold and deposit accounts in other financial institutions that are in excess of federally insured limits.

(2) Significant Accounting Policies

Allowance for Loan Losses:  The allowance for loan losses is regularly reviewed by management to determine that the amount is considered adequate to absorb probable losses in the loan portfolio.  If not, an additional provision is made to increase the allowance.  This evaluation includes specific loss estimates on certain individually reviewed impaired loans, the pooling of commercial credits risk graded as special mention and substandard that are not individually analyzed, and general loss estimates that are based upon the size, quality, and concentration characteristics of the various loan portfolios, adverse situations that may affect a borrower’s ability to repay, and current economic and industry conditions, among other items.

Those judgments and assumptions that are most critical to the application of this accounting policy are assessing the initial and on-going credit-worthiness of the borrower, the amount and timing of future cash flows of the borrower that are available for repayment of the loan, the sufficiency of underlying collateral, the enforceability of third-party guarantees, the frequency and subjectivity of loan reviews and risk ratings, emerging or changing trends that might not be fully captured in the historical loss experience, and charges against the allowance for actual losses that are greater than previously estimated. These judgments and assumptions are dependent upon or can be influenced by a variety of factors, including the breadth and depth of experience of lending officers, credit administration and the corporate loan review staff that periodically review the status of the loan, changing economic and industry conditions, changes in the financial condition of the borrower and changes in the value and availability of the underlying collateral and guarantees.  

Pension Benefits:  Pension costs and liabilities are dependent on assumptions used in calculating such amounts.  These assumptions include discount rates, benefits earned, interest costs, expected return on plan assets, mortality rates, and other factors.  In accordance with GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense

Page 7

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

and the recorded obligation of future periods.  While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the Company’s pension obligations and future expense.

Use of Estimates : To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, impairment of goodwill, fair values of financial instruments, deferred taxes and pension obligations are particularly subject to change.

Income Taxes : Income tax expense is based on the effective tax rate expected to be applicable for the entire year. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax basis of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

Business Combinations: At the date of acquisition the Company records the assets and liabilities of the acquired companies on the Consolidated Balance Sheet at their fair value. The results of operations for acquired companies are included in the Company’s Consolidated Statements of Operations beginning at the acquisition date. Expenses arising from acquisition activities are recorded in the Consolidated Statements of Operations during the period incurred.

Reclassifications: Some items in the prior year financial statements were reclassified to conform to the current presentation. Such reclassifications had no effect on net income or shareholders’ equity.

Derivative Instruments and Hedging Activities : The Company enters into interest rate swap agreements to facilitate the risk management strategies of a small number of commercial banking customers. All derivatives are accounted for in accordance with ASC-815, Derivatives and Hedging . The Company mitigates the risk of entering into these agreements by entering into equal and offsetting swap agreements with highly rated third party financial institutions. The swap agreements are free-standing derivatives and are recorded at fair value in the Company’s consolidated balance sheets. The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes because the Company does not currently intend to execute a setoff with its’ counterparties. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of marketable securities, is posted by the counterparty with net liability positions in accordance with contract thresholds.

Effect of Newly Issued but Not Yet Effective Accounting Standards:

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The Update’s core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this Update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. However, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606) to defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. All other entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. Because the guidance does not apply to revenue associated with financial instruments, including loans and securities, we do not expect the new standard, or any of the amendments, to result in a material change from our current accounting for revenue because the majority of the Company’s financial instruments are not within the scope of Topic 606. However, we do expect that the standard will result in new disclosure requirements, which are currently being evaluated.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . This Update applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. Among other things, this Update (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk

Page 8

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (g) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (h) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s otherdeferred tax assets. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities including not-for-profit entities and employee benefit plans within the scope of Topics 960 through 965 on plan accounting, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. All entities that are not public business entities may adopt the amendments in this Update earlier as of the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The standard in this Update requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. A short-term lease is defined as one in which: (a) the lease term is 12 months or less, and (b) there is not an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For short-term leases, lessees may elect to recognize lease payments over the lease term on a straight-line basis. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently assessing the practical expedients it may elect at adoption, but does not anticipate the amendments will have a significant impact to the financial statements. Based on the Company’s preliminary analysis of its current portfolio, the impact to the Company’s balance sheet is estimated to result in less than a 1% increase in assets and liabilities. The Company also anticipates additional disclosures to be provided at adoption.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the impairment model for most financial assets. This ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of ASU 2016-13 is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment . To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. A public business entity that is a U.S. Securities and Exchange Commission (“SEC”) filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. A public business entity that is not an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2020. All other entities, including not-for-profit entities, that are adopting the amendments in this Update should do so for their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In March 2017, the FASB issued ASU 2017-07, Compensation—Retirement Benefits (Topic 715) . The amendments in this Update require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period.  The other components of net benefit cost as defined in paragraphs 715-30-35-4 and 715-60-35-9 are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other

Page 9

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

components of net benefit cost must be disclosed.  The guidance is effective for public business entities for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. For all other entities (including all nonprofit organizations “NPOs”), it is effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. This guidance is required to be applied on a retrospective basis for the presentation of the service cost component and the other components of net benefit cost and on a prospective basis for the capitalization of only the service cost component of net benefit cost.The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20). The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity should apply the amendments in this Update on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718) , which affects any entity that changes the terms or conditions of a share-based payment award. This Update amends the definition of modification by qualifying that modification accounting does not apply to changes to outstanding share-based payment awards that do not affect the total fair value, vesting requirements, or equity/liability classification of the awards. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied prospectively to an award modified on or after the adoption date. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivative and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down-round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down-round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down-round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down-round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down- round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options ), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Accounting Standards Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part I of this Update should be applied either retrospectively to outstanding financial instruments with a down-round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective or retrospectively to outstanding financial instruments with a down-round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 850), the objective of which is to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, the amendments in this Update make certain targeted improvements to simplify the application and disclosure of the hedge accounting guidance in current general accepted accounting principles.  For public business entities, the amendments in this Update are effective for fiscal

Page 10

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods beginning after December 15, 2020. Early application is permitted in any period after issuance.  For cash flow and net investment hedges existing at the date of adoption, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the amendments in this Update. The amended presentation and disclosure guidance is required only prospectively.  The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In September 2017, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.  The SEC Observer said that the SEC staff would not object if entities that are considered public business entities only because their financial statements or financial information is required to be included in another entity’s SEC filing use the effective dates for private companies when they adopt ASC 606, Revenue from Contracts with Customers, and ASC 842, Leases. The Update also supersedes certain SEC paragraphs in the Codification related to previous SEC staff announcements and moves other paragraphs, upon adoption of ASC 606 or ASC 842.  This Update is not expected to have a significant impact on the Company’s financial statements.

(3) Securities

The amortized cost and fair market value of available for sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive loss were as follows:

September 30, 2017	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities and obligations of U.S. government    agencies	$	30,972	$	178	$	(87	)	$	31,063
Obligations of states and political subdivisions		109,443		4,397		(225	)		113,615
Mortgage-backed securities in government sponsored entities		83,486		793		(356	)		83,923
Total debt securities		223,901		5,368		(668	)		228,601
Equity securities in financial institutions		481		337		—			818
Total	$	224,382	$	5,705	$	(668	)	$	229,419

December 31, 2016	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities and obligations of U.S. government    agencies	$	37,406	$	117	$	(77	)	$	37,446
Obligations of states and political subdivisions		92,177		3,395		(574	)		94,998
Mortgage-backed securities in government sponsored entities		62,756		483		(597	)		62,642
Total debt securities		192,339		3,995		(1,248	)		195,086
Equity securities in financial institutions		481		297		—			778
Total	$	192,820	$	4,292	$	(1,248	)	$	195,864

The amortized cost and fair value of securities at September 30, 2017, by contractual maturity, is shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Securities not due at a single maturity date, primarily mortgage-backed securities and equity securities are shown separately.

Available for sale	Amortized Cost		Fair Value
Due in one year or less	$	5,099	$	5,108
Due after one year through five years		30,106		30,180
Due after five years through ten years		33,441		35,104
Due after ten years		71,769		74,286
Mortgage-backed securities		83,486		83,923
Equity securities		481		818
Total securities available for sale	$	224,382	$	229,419

Page 11

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Proceeds from sales of securities, gross realized gains and gross realized losses were as follows:

	Three months ended					Nine Months Ended
	September 30,					September 30,
	2017			2016		2017			2016
Sale proceeds	$	953		$	2,385	$	953		$	4,379
Gross realized gains		—			18		—			18
Gross realized losses		—			—		—			—
Gains (losses) from securities called or settled by the issuer		(9	)		—		(9	)		2

Securities were pledged to secure public deposits, other deposits and liabilities as required by law. The carrying value of pledged securities was approximately $130,367 and $139,179 as of September 30, 2017 and December 31, 2016, respectively.

Securities with unrealized losses at September 30, 2017 and December 31, 2016 not recognized in income are as follows:

September 30, 2017	12 Months or less					More than 12 months					Total
Description of Securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Treasury securities and obligations of    U.S. government agencies	$	13,574	$	(48	)	$	3,761	$	(39	)	$	17,335	$	(87	)
Obligations of states and political subdivisions		4,960		(51	)		5,462		(174	)		10,422		(225	)
Mortgage-backed securities in gov’t sponsored entities		21,758		(108	)		15,062		(248	)		36,820		(356	)
Total temporarily impaired	$	40,292	$	(207	)	$	24,285	$	(461	)	$	64,577	$	(668	)

December 31, 2016	12 Months or less					More than 12 months					Total
Description of Securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Treasury securities and obligations of    U.S. government agencies	$	13,271	$	(61	)	$	893	$	(16	)	$	14,164	$	(77	)
Obligations of states and political subdivisions		17,167		(558	)		519		(16	)		17,686		(574	)
Mortgage-backed securities in gov’t sponsored entities		35,453		(566	)		2,849		(31	)		38,302		(597	)
Total temporarily impaired	$	65,891	$	(1,185	)	$	4,261	$	(63	)	$	70,152	$	(1,248	)

At September 30, 2017, there were fifty-eight securities in the portfolio with unrealized losses mainly due to higher market rates when compared to the time of purchase. Unrealized losses on securities have not been recognized into income because the issuers’ securities are of high credit quality, management has the intent and ability to hold these securities for the foreseeable future, and the decline in fair value is largely due to market yields increasing. The fair value is expected to recover as the securities approach their maturity date or reset date. The Company does not intend to sell until recovery and does not believe selling will be required before recovery.

(4) Loans

Loan balances were as follows:

	September 30, 2017			December 31, 2016
Commercial and agriculture	$	147,537		$	135,462
Commercial real estate- owner occupied		167,678			161,364
Commercial real estate- non-owner occupied		424,430			395,931
Residential real estate		267,839			247,308
Real estate construction		77,978			56,293
Farm Real Estate		38,966			41,170
Consumer and other		17,564			17,978
Total loans		1,141,992			1,055,506
Allowance for loan losses		(12,946	)		(13,305	)
Net loans	$	1,129,046		$	1,042,201

Included in total loans above are deferred loan (fees) costs of $(80) at September 30, 2017 and $94 at December 31, 2016.

Page 12

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(5) Allowance for Loan Losses

Management has an established methodology to determine the adequacy of the allowance for loan losses that assesses the risks and losses inherent in the loan portfolio. For purposes of determining the allowance for loan and lease losses, the Company has segmented certain loans in the portfolio by product type. Loss migration rates for each risk category are calculated and used as the basis for calculating loan loss allowance allocations. Loss migration rates are calculated over a three-year period for all portfolio segments. Management also considers certain economic factors for trends that management uses to account for the qualitative and environmental changes in risk, which affects the level of the reserve. The following economic factors are analyzed:

• Changes in lending policies and procedures

• Changes in experience and depth of lending and management staff

• Changes in quality of credit review system

• Changes in nature and volume of the loan portfolio

• Changes in past due, classified and nonaccrual loans and TDRs

• Changes in economic and business conditions

• Changes in competition or legal and regulatory requirements

• Changes in concentrations within the loan portfolio

• Changes in the underlying collateral for collateral dependent loans

The total allowance reflects management’s estimate of loan losses inherent in the loan portfolio at the balance sheet date. The Company considers the allowance for loan losses of $12,946 adequate to cover loan losses inherent in the loan portfolio, at September 30, 2017. The following tables present, by portfolio segment, the changes in the allowance for loan losses for the three and nine months ended September 30, 2017 and 2016.

Allowance for loan losses:

For the nine months ended September 30, 2017

September 30, 2017	Beginningbalance		Charge-offs			Recoveries		Provision			Ending Balance
Commercial & Agriculture	$	2,018	$	(11	)	$	134	$	(530	)	$	1,611
Commercial Real Estate:
Owner Occupied		2,171		(301	)		26		177			2,073
Non-Owner Occupied		4,606		(38	)		42		663			5,273
Residential Real Estate		3,089		(312	)		164		(462	)		2,479
Real Estate Construction		420		—			32		215			667
Farm Real Estate		442		—			2		(20	)		424
Consumer and Other		314		(135	)		38		108			325
Unallocated		245		—			—		(151	)		94
Total	$	13,305	$	(797	)	$	438	$	—		$	12,946

For the nine months ended September 30, 2017, the allowance for Commercial & Agriculture loans was reduced by a decrease in general reserves as a result of lower loss rates. The result was represented as a decrease in the provision. The allowance for Commercial Real Estate – Owner Occupied loans was reduced by a decrease in general reserves and charge-offs. The allowance for Commercial Real Estate – Non-Owner Occupied loans increased due to an increase in general reserves required for this type as a result of higher loan balances.  The allowance for Residential Real Estate loans was reduced by a decrease in general reserves required for this type as a result of a decrease in loss rates, represented by a decrease in the provision. The allowance for Real Estate Construction loans increased due to higher outstanding loan balances for this type of loan. The allowance for Farm Real Estate loans was reduced by a decrease in general reserves required for this type as a result of lower outstanding loan balances. The result was represented as a decrease in the provision. The allowance for Consumer and Other loans increased due to an increase in general reserves required for this type as a result of higher loss rates. Management feels that the unallocated amount is appropriate and within the relevant range for the allowance that is reflective of the risk in the portfolio.

Page 13

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Allowance for loan losses:

For the nine months ended September 30, 2016

	Beginning balance		Charge-offs			Recoveries		Provision			Ending Balance
Commercial & Agriculture	$	1,478	$	(870	)	$	79	$	1,023		$	1,710
Commercial Real Estate:
Owner Occupied		2,467		(166	)		53		(44	)		2,310
Non-Owner Occupied		4,657		(23	)		1,365		(1,456	)		4,543
Residential Real Estate		4,086		(280	)		384		(735	)		3,455
Real Estate Construction		371		(115	)		8		160			424
Farm Real Estate		538		—			—		(108	)		430
Consumer and Other		382		(85	)		40		0			337
Unallocated		382		—			—		(140	)		242
Total	$	14,361	$	(1,539	)	$	1,929	$	(1,300	)	$	13,451

For the nine months ended September 30, 2016, the allowance for Commercial & Agriculture loans increased due to an increase in general reserves as a result of higher balances and higher loss rates in criticized loans.  The result was represented as an increase in the provision.  The allowance for Commercial Real Estate – Owner Occupied loans was reduced not only by a decrease in specific reserves required for this type, but also by decreases in past due, classified and non-accrual loans for this type.  The result of these changes was represented as a decrease in the provision.  The decrease in allowance for Commercial Real Estate – Non-Owner Occupied loans was the result of a decrease in general reserves required as a result of lower loss rates and improvement in past due, classified and non-accrual loans for this type.  In addition, a payoff on a previously charged down loan was received resulting in a recovery of approximately $1,303. The net result was represented as a decrease in the provision. The allowance for Residential Real Estate loans was reduced by a decrease in general reserves required for this type as a result of a decrease in loss rates, represented by a decrease in the provision.  The allowance for Real Estate Construction loans increased due to an increase in loss rates for this type of loan, which was represented as an increase in the provision.  The allowance for Farm Real Estate loans was reduced by a decrease in general reserves required for this type as a result of lower outstanding loan balances and a decrease in loss rates.  The result of these changes was represented as a decrease in the provision.  Management feels that the unallocated amount is appropriate and within the relevant range for the allowance that is reflective of the risk in the portfolio.

Allowance for loan losses:

For the three months ended September 30, 2017

	Beginning balance		Charge-offs			Recoveries		Provision			Ending Balance
Commercial & Agriculture	$	1,608	$	(10	)	$	51	$	(38	)	$	1,611
Commercial Real Estate:
Owner Occupied		2,010		(91	)		8		146			2,073
Non-Owner Occupied		4,739		(38	)		33		539			5,273
Residential Real Estate		2,676		(116	)		77		(158	)		2,479
Real Estate Construction		482		—			13		172			667
Farm Real Estate		425		—			2		(3	)		424
Consumer and Other		324		(54	)		24		31			325
Unallocated		783		—			—		(689	)		94
Total	$	13,047	$	(309	)	$	208	$	—		$	12,946

For the three months ended September 30, 2017, the allowance for Commercial & Agriculture loans increased due to an increase in general reserves as a result of higher loan balances, offset by net recoveries. The result was represented as a decrease in the provision. The allowance for Commercial Real Estate – Owner Occupied loans increased due to an increase in general reserves as a result of higher outstanding loan balances and loss rates. The result was represented as an increase in the provision. The allowance for Commercial Real Estate – Non-Owner Occupied loans increased due to an increase in general reserves required for this type as a result of higher loan balances and by higher loss rates. The allowance for Residential Real Estate loans was reduced by a decrease in general reserves required for this type as a result of a decrease in loss rates, represented by a decrease in the provision. The allowance for Real Estate Construction loans increased due to higher outstanding loan balances for this type of loan and recoveries. Management feels that the unallocated amount is appropriate and within the relevant range for the allowance that is reflective of the risk in the portfolio.  

Page 14

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Allowance for loan losses:

For the three months ended September 30, 2016

	Beginning balance		Charge-offs			Recoveries		Provision			Ending Balance
Commercial & Agriculture	$	1,557	$	(828	)	$	44	$	937		$	1,710
Commercial Real Estate:
Owner Occupied		2,393		(124	)		1		40			2,310
Non-Owner Occupied		4,969		(23	)		6		(409	)		4,543
Residential Real Estate		3,899		(55	)		23		(412	)		3,455
Real Estate Construction		366		(115	)		6		167			424
Farm Real Estate		476		—			—		(46	)		430
Consumer and Other		358		(38	)		7		10			337
Unallocated		529		—			—		(287	)		242
Total	$	14,547	$	(1,183	)	$	87	$	—		$	13,451

For the three months ended September 30, 2016, the allowance for Commercial & Agriculture loans increased due to an increase in general reserves as a result of higher loss rates and an increase in loan balances.  The result was represented as an increase in the provision.  The decrease in allowance for Commercial Real Estate – Non-Owner Occupied loans was the result of a decrease in general reserves required as a result of lower loss rates and improvement in past due, classified and non-accrual loans for this type.  The net result was represented as a decrease in the provision.  The allowance for Residential Real Estate loans was reduced by a decrease in general reserves required for this type as a result of a decrease in loss rates, represented by a decrease in the provision. The allowance for Real Estate Construction loans increased due to an increase in loss rates for this type of loan, which was represented as an increase in the provision.  The allowance for Farm Real Estate loans was reduced by a decrease in general reserves required for this type as a result of lower outstanding loan balances, represented as a decrease in the provision.  Management feels that the unallocated amount is appropriate and within the relevant range for the allowance that is reflective of the risk in the portfolio.

The following tables present, by portfolio segment, the allocation of the allowance for loan losses and related loan balances as of September 30, 2017 and December 31, 2016.

September 30, 2017	Loans acquired with credit deterioration		Loans individually evaluated for impairment		Loans collectively evaluated for impairment		Total
Allowance for loan losses:
Commercial & Agriculture	$	81	$	122	$	1,408	$	1,611
Commercial Real Estate:
Owner Occupied		—		4		2,069		2,073
Non-Owner Occupied		—		—		5,273		5,273
Residential Real Estate		52		114		2,313		2,479
Real Estate Construction		—		—		667		667
Farm Real Estate		—		6		418		424
Consumer and Other		—		—		325		325
Unallocated		—		—		94		94
Total	$	133	$	246	$	12,567	$	12,946
Outstanding loan balances:
Commercial & Agriculture	$	89	$	1,170	$	146,278	$	147,537
Commercial Real Estate:
Owner Occupied		—		1,039		166,639		167,678
Non-Owner Occupied		—		50		424,380		424,430
Residential Real Estate		139		1,386		266,314		267,839
Real Estate Construction		—		—		77,978		77,978
Farm Real Estate		—		613		38,353		38,966
Consumer and Other		—		—		17,564		17,564
Total	$	228	$	4,258	$	1,137,506	$	1,141,992

Page 15

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

December 31, 2016	Loans acquired with credit deterioration		Loans individually evaluated for impairment		Loans collectively evaluated for impairment		Total
Allowance for loan losses:
Commercial & Agriculture	$	86	$	82	$	1,850	$	2,018
Commercial Real Estate:
Owner Occupied		—		4		2,167		2,171
Non-Owner Occupied		—		—		4,606		4,606
Residential Real Estate		89		102		2,898		3,089
Real Estate Construction		—		—		420		420
Farm Real Estate		—		—		442		442
Consumer and Other		—		—		314		314
Unallocated		—		—		245		245
Total	$	175	$	188	$	12,942	$	13,305
Outstanding loan balances:
Commercial & Agriculture	$	88	$	1,983	$	133,391	$	135,462
Commercial Real Estate:
Owner Occupied		—		1,896		159,468		161,364
Non-Owner Occupied		—		359		395,572		395,931
Residential Real Estate		168		1,686		245,454		247,308
Real Estate Construction		—		—		56,293		56,293
Farm Real Estate		—		614		40,556		41,170
Consumer and Other		—		1		17,977		17,978
Total	$	256	$	6,539	$	1,048,711	$	1,055,506

The following tables present credit exposures by internally assigned grades as of September 30, 2017 and December 31, 2016. The risk rating analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all. The Company’s internal credit risk grading system is based on experiences with similarly graded loans.

The Company’s internally assigned grades are as follows:

• Pass – loans which are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral.

• Special Mention – loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.

• Substandard – loans that have a well-defined weakness based on objective evidence and are characterized by the distinct possibility that Civista will sustain some loss if the deficiencies are not corrected.

• Doubtful – loans classified as doubtful have all the weaknesses inherent in a substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.

• Loss – loans classified as a loss are considered uncollectible, or of such value that continuance as an asset is not warranted.

Page 16

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Generally, Residential Real Estate, Real Estate Construction and Consumer and Other loans are not risk-graded, except when collateral is used for a business purpose.

September 30, 2017	Pass		Special Mention		Substandard		Doubtful		Ending Balance
Commercial & Agriculture	$	140,866	$	4,697	$	1,974	$	—	$	147,537
Commercial Real Estate:
Owner Occupied		156,583		7,119		3,976		—		167,678
Non-Owner Occupied		421,452		2,174		804		—		424,430
Residential Real Estate		63,081		2,054		5,998		—		71,133
Real Estate Construction		73,581		15		27		—		73,623
Farm Real Estate		30,604		6,513		1,849		—		38,966
Consumer and Other		1,598		—		75		—		1,673
Total	$	887,765	$	22,572	$	14,703	$	—	$	925,040

December 31, 2016	Pass		Special Mention		Substandard		Doubtful		Ending Balance
Commercial & Agriculture	$	127,867	$	4,300	$	3,295	$	—	$	135,462
Commercial Real Estate:
Owner Occupied		151,659		4,016		5,689		—		161,364
Non-Owner Occupied		393,592		1,676		663		—		395,931
Residential Real Estate		59,015		1,661		6,911		—		67,587
Real Estate Construction		50,678		16		27		—		50,721
Farm Real Estate		31,814		5,673		3,683		—		41,170
Consumer and Other		2,135		—		109		—		2,244
Total	$	816,760	$	17,342	$	20,377	$	—	$	854,479

The following tables present performing and nonperforming loans based solely on payment activity for the periods ended September 30, 2017 and December 31, 2016 that have not been assigned an internal risk grade. The types of loans presented here are not assigned a risk grade unless there is evidence of a problem. Payment activity is reviewed by management on a monthly basis to evaluate performance. Loans are considered to be nonperforming when they become 90 days past due or if management thinks that we may not collect all of our principal and interest. Nonperforming loans also include certain loans that have been modified in Troubled Debt Restructurings (TDRs) where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions due to economic status. Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months.

September 30, 2017	Residential Real Estate		Real Estate Construction		Consumer and Other		Total
Performing	$	196,706	$	4,355	$	15,847	$	216,908
Nonperforming		—		—		44		44
Total	$	196,706	$	4,355	$	15,891	$	216,952

December 31, 2016	Residential Real Estate		Real Estate Construction		Consumer and Other		Total
Performing	$	179,721	$	5,572	$	15,725	$	201,018
Nonperforming		—		—		9		9
Total	$	179,721	$	5,572	$	15,734	$	201,027

Page 17

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following tables include an aging analysis of the recorded investment of past due loans outstanding as of September 30, 2017 and December 31, 2016.

September 30, 2017	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Purchased Credit- Impaired Loans		Total Loans		Past Due 90 Days and Accruing
Commercial & Agriculture	$	389	$	—	$	664	$	1,053	$	146,395	$	89	$	147,537	$	—
Commercial Real Estate:
Owner Occupied		—		174		516		690		166,988		—		167,678		—
Non-Owner Occupied		164		108		420		692		423,738		—		424,430		—
Residential Real Estate		218		242		878		1,338		266,362		139		267,839		—
Real Estate Construction		—		68		27		95		77,883		—		77,978		—
Farm Real Estate		—		—		193		193		38,773		—		38,966		—
Consumer and Other		86		10		48		144		17,420		—		17,564		44
Total	$	857	$	602	$	2,746	$	4,205	$	1,137,559	$	228	$	1,141,992	$	44

December 31, 2016	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Purchased Credit- Impaired Loans		Total Loans		Past Due 90 Days and Accruing
Commercial & Agriculture	$	156	$	20	$	152	$	328	$	135,046	$	88	$	135,462	$	—
Commercial Real Estate:
Owner Occupied		722		553		280		1,555		159,809		—		161,364		—
Non-Owner Occupied		147		—		316		463		395,468		—		395,931		—
Residential Real Estate		1,812		507		1,049		3,368		243,772		168		247,308		—
Real Estate Construction		—		—		27		27		56,266		—		56,293		—
Farm Real Estate		93		—		—		93		41,077		—		41,170		—
Consumer and Other		215		31		31		277		17,701		—		17,978		9
Total	$	3,145	$	1,111	$	1,855	$	6,111	$	1,049,139	$	256	$	1,055,506	$	9

The following table presents loans on nonaccrual status, excluding purchased credit-impaired (PCI) loans, as of September 30, 2017 and December 31, 2016.

	September 30, 2017		December 31, 2016
Commercial & Agriculture	$	1,889	$	1,622
Commercial Real Estate:
Owner Occupied		1,989		1,461
Non-Owner Occupied		566		464
Residential Real Estate		2,798		3,266
Real Estate Construction		27		27
Farm Real Estate		193		2
Consumer and Other		70		101
Total	$	7,532	$	6,943

Nonaccrual Loans: Loans are considered for nonaccrual status upon reaching 90 days delinquency, unless the loan is well secured and in the process of collection, although the Company may be receiving partial payments of interest and partial repayments of principal on such loans. When a loan is placed on nonaccrual status, previously accrued but unpaid interest is deducted from interest income. Payments received on nonaccrual loans are applied to the unpaid principal balance. A loan may be returned to accruing status only if one of three conditions are met: the loan is well-secured and none of the principal and interest has been past due for a minimum of 90 days; the loan is a TDR and has made a minimum of six months payments; or the principal and interest payments are reasonably assured and a sustained period of performance has occurred, generally six months.

Page 18

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Modifications: A modification of a loan constitutes a TDR when the Company for economic or legal reasons related to a borrower’s financial difficulties grants a concession to the borrower that it would not otherwise consider. The Company offers various types of concessions when modifying a loan, however, forgiveness of principal is rarely granted. Commercial Real Estate loans modified in a TDR often involve reducing the interest rate lower than the current market rate for new debt with similar risk. Real Estate loans modified in a TDR were primarily comprised of interest rate reductions where monthly payments were lowered to accommodate the borrowers’ financial needs.

Loans modified in a TDR are typically already on non-accrual status and partial charge-offs have in some cases already been taken against the outstanding loan balance. As a result, loans modified in a TDR may have the financial effect of increasing the specific allowance associated with the loan. An allowance for impaired loans that have been modified in a TDR are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral, less any selling costs, if the loan is collateral dependent. Management exercises significant judgment in developing these estimates. As of September 30, 2017, TDRs accounted for $298 of the allowance for loan losses. As of December 31, 2016, TDRs accounted for $278 of the allowance for loan losses.

Loan modifications that are considered TDRs completed during the periods ended September 30, 2017 and September 30, 2016 were as follows:

	For the Nine-Month Period Ended September 30, 2017
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		—	$	—	$	—
Commercial Real Estate—Owner Occupied		—		—		—
Commercial Real Estate—Non-Owner Occupied		—		—		—
Residential Real Estate		1		13		13
Real Estate Construction		—		—		—
Farm Real Estate		—		—		—
Consumer and Other		—		—		—
Total Loan Modifications		1	$	13	$	13

	For the Nine-Month Period Ended September 30, 2016
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		4	$	529	$	529
Commercial Real Estate—Owner Occupied		—		—		—
Commercial Real Estate—Non-Owner Occupied		—		—		—
Residential Real Estate		2		308		308
Real Estate Construction		—		—		—
Farm Real Estate		3		700		700
Consumer and Other		—		—		—
Total Loan Modifications		9	$	1,537	$	1,537

Page 19

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

	For the Three-Month Period Ended September 30, 2017
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		—	$	—	$	—
Commercial Real Estate—Owner Occupied		—		—		—
Commercial Real Estate—Non-Owner Occupied		—		—		—
Residential Real Estate		—		—		—
Real Estate Construction		—		—		—
Farm Real Estate		—		—		—
Consumer and Other		—		—		—
Total Loan Modifications		—	$	—	$	—

	For the Three-Month Period Ended September 30, 2016
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		—	$	—	$	—
Commercial Real Estate—Owner Occupied		—		—		—
Commercial Real Estate—Non-Owner Occupied		—		—		—
Residential Real Estate		—		—		—
Real Estate Construction		—		—		—
Farm Real Estate		1		86		86
Consumer and Other		—		—		—
Total Loan Modifications		1	$	86	$	86

Recidivism, or the borrower defaulting on its obligation pursuant to a modified loan, results in the loan once again becoming a non-accrual loan. Recidivism occurs at a notably higher rate than do defaults on new origination loans, so modified loans present a higher risk of loss than do new origination loans.

During both the three- and nine-month periods ended September 30, 2017 and September 30, 2016, there were no defaults on loans that were modified and considered TDRs during the respective twelve previous months.

Impaired Loans: Larger (greater than $350) Commercial & Agricultural and Commercial Real Estate loan relationships, all TDRs and Residential Real Estate and Consumer loans that are part of a larger relationship are tested for impairment on a quarterly basis. These loans are analyzed to determine if it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. If management determines that the value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance.

Page 20

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following table includes the recorded investment and unpaid principal balances for impaired financing receivables, excluding PCI loans, with the associated allowance amount, if applicable, as of September 30, 2017 and December 31, 2016.

	September 30, 2017						December 31, 2016
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Commercial & Agriculture	$	—	$	—			$	1,230	$	1,751
Commercial Real Estate:
Owner Occupied		814		1,069				1,658		1,803
Non-Owner Occupied		50		53				359		386
Residential Real Estate		996		1,068				1,259		1,590
Farm Real Estate		149		149				614		614
Consumer and Other		—		—				1		1
Total		2,009		2,339				5,121		6,145
With an allowance recorded:
Commercial & Agriculture		1,170		1,720	$	122		753		1,303	$	82
Commercial Real Estate:
Owner Occupied		225		225		4		238		238		4
Non-Owner Occupied		—		—		—		—		—		—
Residential Real Estate		390		394		114		427		431		102
Farm Real Estate		464		464		6		—		—		—
Total		2,249		2,803		246		1,418		1,972		188
Total:
Commercial & Agriculture		1,170		1,720		122		1,983		3,054		82
Commercial Real Estate:
Owner Occupied		1,039		1,294		4		1,896		2,041		4
Non-Owner Occupied		50		53		—		359		386		—
Residential Real Estate		1,386		1,462		114		1,686		2,021		102
Farm Real Estate		613		613		6		614		614		—
Consumer and Other		—		—		—		1		1		—
Total	$	4,258	$	5,142	$	246	$	6,539	$	8,117	$	188

The following table includes the average recorded investment and interest income recognized for impaired financing receivables for the three- and nine-month periods ended September 30, 2017 and 2016.

	September 30, 2017				September 30, 2016
For the nine months ended:	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Commercial & Agriculture	$	1,609	$	27	$	1,453	$	19
Commercial Real Estate—Owner Occupied		1,632		66		1,954		66
Commercial Real Estate—Non-Owner Occupied		280		5		1,519		858
Residential Real Estate		1,554		56		1,699		60
Real Estate Construction		—		—		473		—
Farm Real Estate		614		21		1,123		17
Consumer and Other		—		—		2		—
Total	$	5,689	$	175	$	8,223	$	1,020

Page 21

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

	September 30, 2017				September 30, 2016
For the three months ended:	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Commercial & Agriculture	$	1,366	$	7	$	2,401	$	8
Commercial Real Estate—Owner Occupied		1,377		18		1,774		21
Commercial Real Estate—Non-Owner Occupied		202		2		556		1
Residential Real Estate		1,437		17		1,873		21
Real Estate Construction		—		—		—		—
Farm Real Estate		614		8		1,032		7
Consumer and Other		—		—		2		—
Total	$	4,996	$	52	$	7,638	$	58

Changes in the amortizable yield for PCI loans were as follows, since acquisition:

	For the Nine-Month Period Ended September 30, 2017			For the Nine-Month Period Ended September 30, 2016
	(In Thousands)			(In Thousands)
Balance at beginning of period	$	49		$	82
Acquisition of PCI loans		—			—
Accretion		(27	)		(24	)
Balance at end of period	$	22		$	58

	For the Three-Month Period Ended September 30, 2017			For the Three-Month Period Ended September 30, 2016
	(In Thousands)			(In Thousands)
Balance at beginning of period	$	31		$	66
Acquisition of PCI loans		—			—
Accretion		(9	)		(8	)
Balance at end of period	$	22		$	58

The following table presents additional information regarding loans acquired and accounted for in accordance with ASC 310-30:

	At September 30, 2017		At December 31, 2016
	Acquired Loans with Specific Evidence of Deterioration of Credit Quality (ASC 310-30)		Acquired Loans with Specific Evidence of Deterioration of Credit Quality (ASC 310-30)
	(In Thousands)
Outstanding balance	$	795	$	850
Carrying amount		228		256

There has been $133 and $175 in allowance for loan losses recorded for acquired loans with or without specific evidence of deterioration in credit quality as of September 30, 2017 and December 31, 2016, respectively.

Page 22

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Foreclosed Assets Held For Sale

Foreclosed assets acquired in settlement of loans are carried at fair value less estimated costs to sell and are included in other assets on the Consolidated Balance Sheet. As of September 30, 2017 and December 31, 2016, a total of $27 and $37, respectively of foreclosed assets were included with other assets. As of September 30, 2017, included within the foreclosed assets is $27 of consumer residential mortgages that were foreclosed on or received via a deed in lieu transaction prior to the period end. As of September 30, 2017 and December 31, 2016, the Company had initiated formal foreclosure procedures on $251 and $710, respectively, of consumer residential mortgages.

(6) Other Comprehensive Income

The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax.

	For the Nine-Month Period Ended								For the Nine-Month Period Ended
	September 30, 2017 (a)								September 30, 2016 (a)
	Unrealized Gains and Losses on Available-for- Sale Securities		Defined Benefit Pension Items			Total			Unrealized Gains and Losses on Available-for- Sale Securities			Defined Benefit Pension Items			Total
Beginning balance	$	2,008	$	(4,345	)	$	(2,337	)	$	3,554		$	(4,049	)	$	(495	)
Other comprehensive income before reclassifications		1,309		—			1,309			1,514			—			1,514
Amounts reclassified from accumulated other    comprehensive loss		6		625			631			(13	)		165			152
Net current-period other comprehensive income		1,315		625			1,940			1,501			165			1,666
Ending balance	$	3,323	$	(3,720	)	$	(397	)	$	5,055		$	(3,884	)	$	1,171

(a) Amounts in parentheses indicate debits on the consolidated balance sheets.

The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss).

	Amount Reclassified from Accumulated Other Comprehensive Income (Loss) (a)
Details about Accumulated Other Comprehensive (Loss) Components	For the nine months ended September 30, 2017			For the nine months ended September 30, 2016			Affected Line Item in the Statement Where Net Income is Presented
Unrealized gains and losses on available-for-sale securities	$	(9	)	$	20		Net gain (loss) on securities available for sale
Tax effect		3			(7	)	Income tax expense
		(6	)		13		Net of tax
Amortization of defined benefit pension items
Actuarial gains/(losses) (b)		(946	)		(249	)	Salaries, wages and benefits
Tax effect		321			84		Income tax expense
		(625	)		(165	)	Net of tax
Total reclassifications for the period	$	(631	)	$	(152	)	Net of tax

(a) Amounts in parentheses indicate expenses/losses and other amounts indicate income/benefit.

(b) These accumulated other comprehensive income components are included in the computation of net periodic pension cost.

Page 23

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

	For the Three-Month Period Ended								For the Three-Month Period Ended
	September 30, 2017 (a)								September 30, 2016 (a)
	Unrealized Gains and Losses on Available-for- Sale Securities		Defined Benefit Pension Items			Total			Unrealized Gains and Losses on Available-for- Sale Securities			Defined Benefit Pension Items			Total
Beginning balance	$	3,266	$	(4,002	)	$	(736	)	$	5,863		$	(3,939	)	$	1,924
Other comprehensive income before reclassifications		51		—			51			(796	)		—			(796	)
Amounts reclassified from accumulated other    comprehensive loss		6		282			288			(12	)		55			43
Net current-period other comprehensive income		57		282			339			(808	)		55			(753	)
Ending balance	$	3,323	$	(3,720	)	$	(397	)	$	5,055		$	(3,884	)	$	1,171

(a) Amounts in parentheses indicate debits on the consolidated balance sheets.

The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss).

	Amount Reclassified from Accumulated Other Comprehensive Income (Loss) (a)
Details about Accumulated Other Comprehensive (Loss) Components	For the three months ended September 30, 2017			For the three months ended September 30, 2016			Affected Line Item in the Statement Where Net Income is Presented
Unrealized gains and losses on available-for-sale securities	$	(9	)	$	18		Net gain (loss) on securities available for sale
Tax effect		3			(6	)	Income tax expense
		(6	)		12		Net of tax
Amortization of defined benefit pension items
Actuarial gains/(losses) (b)		(426	)		(83	)	Salaries, wages and benefits
Tax effect		144			28		Income tax expense
		(282	)		(55	)	Net of tax
Total reclassifications for the period	$	(288	)	$	(43	)	Net of tax

(a) Amounts in parentheses indicate expenses/losses and other amounts indicate income/benefit.

(b) These accumulated other comprehensive income components are included in the computation of net periodic pension cost.

(7) Goodwill and Intangible Assets

The balance of goodwill was $27,095 at September 30, 2017 and December 31, 2016. Management performs an annual evaluation of goodwill for impairment, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Management last performed an evaluation of the Company’s goodwill during the fourth quarter of 2016 and concluded that the Company’s goodwill was not impaired at December 31, 2016.

There was no change in the carrying amount of goodwill for the periods ended September 30, 2017 and December 31, 2016.

Acquired intangible assets, other than goodwill, as of September 30, 2017 and December 31, 2016 were as follows:

	2017						2016
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets(1):
MSRs	$	1,022	$	302	$	720	$	912	$	250	$	662
Core deposit intangibles		7,274		6,634		640		7,274		6,152		1,122
Total amortized intangible assets	$	8,296	$	6,936	$	1,360	$	8,186	$	6,402	$	1,784

(1) Excludes fully amortized intangible assets

Page 24

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Aggregate core deposit intangible amortization expense was $158, $172, $483 and $527 for the three and nine-months ended September 30, 2017 and 2016, respectively.

Aggregate mortgage servicing rights amortization was $23, $30, $51 and $45 for the three and nine-months ended September 30, 2017 and 2016, respectively.

Estimated amortization expense for each of the next five years and thereafter is as follows:

	MSRs		Core deposit intangibles		Total
2017	$	30	$	104	$	134
2018		40		111		151
2019		40		88		128
2020		40		72		112
2021		40		68		108
Thereafter		530		197		727
	$	720	$	640	$	1,360

(8) Short-Term Borrowings

Short-term borrowings, which consist of federal funds purchased and other short-term borrowings are included in Federal Home Loan Bank advances on the Consolidated Balance Sheets and are summarized as follows:

	At September 30, 2017						At December 31, 2016
	Federal Funds Purchased			Short-term Borrowings			Federal Funds Purchased			Short-term Borrowings
Outstanding balance	$	—		$	41,750		$	—		$	31,000
Maximum indebtedness		22,500			115,050			20,000			70,400
Average balance		156			42,102			116			10,483
Average rate paid		1.71	%		1.08	%		0.86	%		0.42	%
Interest rate on balance		—			1.17	%		—			0.64	%

Average balance during the period represent daily averages. Average rate paid represents interest expense divided by the related average balances.

These borrowing transactions can range from overnight to six months in maturity. The average maturity was one day at September 30, 2017 and December 31, 2016.

Securities sold under agreements to repurchase are used to facilitate the needs of our customers as well as to facilitate our short-term funding needs. Securities sold under repurchase agreements are carried at the amount of cash received in association with the agreement. We continuously monitor the collateral levels and may be required, from time to time, to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agents.

The following table presents detail regarding the securities pledged as collateral under repurchase agreements as of September 30, 2017 and December 31, 2016. All of the repurchase agreements are overnight agreements.

	September 30, 2017		December 31, 2016
Securities pledged for repurchase agreements:
U.S. Treasury securities	$	742	$	1,761
Obligations of U.S. government agencies		14,406		27,164
Total securities pledged	$	15,148	$	28,925
Gross amount of recognized liabilities for repurchase agreements	$	15,148	$	28,925
Amounts related to agreements not included in offsetting    disclosures above	$	—	$	—

Page 25

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(9) Earnings per Common Share

Basic earnings per common share are computed as net income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share include the dilutive effect, if any, of additional potential common shares issuable under the equity incentive plan, computed using the treasury stock method, and the impact of the Company’s convertible preferred stock using the “if converted” method.

	Three months ended				Nine months ended
	September 30,				September 30,
	2017		2016		2017		2016
Basic
Net income	$	3,660	$	3,680	$	11,892	$	13,586
Preferred stock dividends		308		374		935		1,156
Net income available to common shareholders—basic	$	3,352	$	3,306	$	10,957	$	12,430
Weighted average common shares outstanding—basic		10,170,734		8,042,303		9,815,118		7,922,170
Basic earnings per common share	$	0.33	$	0.41	$	1.12	$	1.57
Diluted
Net income available to common shareholders—basic	$	3,352	$	3,306	$	10,957	$	12,430
Preferred stock dividends		308		374		935		1,156
Net income available to common shareholders—diluted	$	3,660	$	3,680	$	11,892	$	13,586
Weighted average common shares outstanding for basic    earnings per common share		10,170,734		8,042,303		9,815,118		7,922,170
Add: Dilutive effects of convertible preferred shares		2,426,565		2,922,609		2,455,008		3,024,712
Average shares and dilutive potential common shares    outstanding—diluted		12,597,299		10,964,912		12,270,126		10,946,882
Diluted earnings per common share	$	0.29	$	0.34	$	0.97	$	1.24

For the three-month period ended September 30, 2017 there were 2,426,565 dilutive shares related to the Company’s convertible preferred stock. For the nine-month period ended September 30, 2017 there were 2,455,008 dilutive shares related to the Company’s convertible preferred stock. For the three-month period ended September 30, 2016 there were 2,922,609 dilutive shares related to the Company’s convertible preferred stock. For the nine-month period ended September 30, 2016 there were 3,024,712 dilutive shares related to the Company’s convertible preferred stock. Under the “if converted” method, all convertible preferred shares are assumed to be converted into common shares at the corresponding conversion rate. These additional shares are then added to the common shares outstanding to calculate diluted earnings per share.

(10) Commitments, Contingencies and Off-Balance Sheet Risk

Some financial instruments, such as loan commitments, credit lines, letters of credit and overdraft protection, are issued to meet customers’ financing needs. These are agreements to provide credit or to support the credit of others, as long as the conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk of credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of commitment. The contractual amounts of financial instruments with off-balance-sheet risk were as follows for September 30, 2017 and December 31, 2016:

	Contract Amount
	September 30, 2017				December 31, 2016
	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
Commitment to extend credit:
Lines of credit and construction loans	$	8,042	$	271,718	$	6,905	$	202,923
Overdraft protection		6		32,223		5		29,075
Letters of credit		624		317		600		349
	$	8,672	$	304,258	$	7,510	$	232,347

Page 26

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Commitments to make loans are generally made for a period of one year or less. Fixed rate loan commitments included in the table above had interest rates ranging from 3.25% to 8.00% at September 30, 2017 and from 3.25% to 8.75% at December 31, 2016. Maturities extend up to 30 years.

Civista is required to maintain certain reserve balances on hand in accordance with the Federal Reserve Board requirements. The average reserve balance maintained in accordance with such requirements was $5,223 on September 30, 2017 and $2,887 on December 31, 2016.

(11) Pension Information

The Company sponsors a pension plan which is a noncontributory defined benefit retirement plan. Annual payments, subject to the maximum amount deductible for federal income tax purposes, are made to a pension trust fund. In 2006, the Company amended the pension plan to provide that no employee could be added as a participant to the pension plan after December 31, 2006. In 2014, the Company amended the pension plan again to provide that no additional benefits would accrue beyond April 30, 2014.

Net periodic pension benefit was as follows:

	Three months ended						Nine months ended
	September 30,						September 30,
	2017			2016			2017			2016
Service cost	$	—		$	—		$	—		$	—
Interest cost		171			170			509			509
Expected return on plan assets		(283	)		(274	)		(844	)		(821	)
Other components		426			83			946			249
Net periodic pension benefit	$	314		$	(21	)	$	611		$	(63	)

The total amount of pension contributions expected to be paid by the Company in 2017 is $2,000. The Company contributed $500 in 2016.

(12) Equity Incentive Plan

At the Company’s 2014 annual meeting, the shareholders adopted the Company’s 2014 Incentive Plan (“2014 Incentive Plan”). The 2014 Incentive Plan authorizes the Company to grant options, stock awards, stock units and other awards for up to 375,000 common shares of the Company. There were 292,209 shares available for future grants under this plan at September 30, 2017.

During each of the last three years, the Board of Directors has awarded restricted common shares to senior officers of the Company. The restricted shares vest ratably over a three-year period following the grant date. The product of the number of restricted shares granted and the grant date market price of the Company’s common shares determines the fair value of restricted shares under the Company’s 2014 Incentive Plan. Management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period for the entire award.

On January 4, 2016, directors of the Company’s banking subsidiary, Civista, were paid a retainer in the form of non-restricted common shares of the Company. The aggregate of 2,730 common shares were issued to Civista directors as payment of their retainer for their service on the Civista Board of Directors covering the period up to the 2016 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $32.

On May 17, 2016, directors of the Company’s banking subsidiary, Civista, were paid a retainer in the form of non-restricted common shares of the Company. The aggregate of 12,285 common shares were issued to Civista directors as payment of their retainer for their service on the Civista Board of Directors covering the period up to the 2017 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $130.

On May 16, 2017, directors of the Company’s banking subsidiary, Civista, were paid a retainer in the form of non-restricted common shares of the Company. The aggregate of 6,804 common shares were issued to Civista directors as payment of their retainer for their service on the Civista Board of Directors covering the period up to the 2018 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $144.

Finally, on September 11, 2017, a newly appointed director of the Company’s banking subsidiary, Civista, was paid a retainer in the form of non-restricted common shares of the Company. The aggregate of 367 common shares was issued as payment of her retainer for her service on the Civista Board of Directors covering the period up to the 2018 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $8.

Page 27

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

No options had been granted under the 2014 Incentive Plan as of September 30, 2017 and 2016.

The Company classifies share-based compensation for employees with “Salaries, wages and benefits” in the consolidated statements of operations. Additionally, generally accepted accounting principles require the Company to report: (1) the expense associated with the grants as an adjustment to operating cash flows, and (2) any benefits of realized tax deductions in excess of previously recognized tax benefits on compensation expense as an operating cash flow.

The following is a summary of the status of the Company’s restricted shares and changes therein for the three- and nine-month periods ended September 30, 2017:

	Three months ended				Nine months ended
	September 30, 2017				September 30, 2017
	Number of Restricted Shares		Weighted Average Grant Date Fair Value		Number of Restricted Shares			Weighted Average Grant Date Fair Value
Nonvested at beginning of period		42,138	$	15.60		37,050		$	10.77
Granted		—		—		17,898			22.15
Vested		—		—		(12,810	)		10.76
Forfeited		—		—		—			—
Nonvested at September 30, 2017		42,138	$	15.60		42,138		$	15.60

The following is a summary of the status of the Company’s awarded restricted shares as of September 30, 2017:

At September 30, 2017
Date of Award	Shares		Remaining Expense		Remaining Vesting Period (Years)
March 17, 2015		16,699	$	9		0.25
March 11, 2016		15,748		41		1.25
March 20, 2017		11,713		126		2.25
January 15, 2016		10,260		72		3.25
March 20, 2017		6,185		119		4.25
		60,605	$	367		2.93

During the nine months ended September 30, 2017, the Company recorded $225 of share-based compensation expense and $152 of director retainer fees for shares granted under the 2014 Incentive Plan. At September 30, 2017, the total compensation cost related to unvested awards not yet recognized is $367, which is expected to be recognized over the weighted average remaining life of the grants of 2.93 years.

(13) Fair Value Measurement

The Company uses a fair value hierarchy to measure fair value. This hierarchy describes three levels of inputs that may be used to measure fair value. Level 1: Quoted prices for identical assets in active markets that are identifiable on the measurement date; Level 2: Significant other observable inputs, such as quoted prices for similar assets, quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data; Level 3: Significant unobservable inputs that reflect the Company’s own view about the assumptions that market participants would use in pricing an asset.

Debt securities: The fair values of securities available for sale are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

Equity securities: The Company’s equity securities are not actively traded in an open market. The fair values of these equity securities available for sale is determined by using market data inputs for similar securities that are observable (Level 2 inputs).

The fair value of the swap asset/liability: The fair value of the swap asset and liability is based on an external derivative model using data inputs as of the valuation date and classified Level 2. The changes in fair value of these assets/liabilities had no impact on net income or comprehensive income.

Page 28

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

Impaired loans: The Company has measured impairment on impaired loans generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties. In some cases, management may adjust the appraised value due to the ageof the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. Additionally, management makes estimates about expected costs to sell the property which are also included in the net realizable value. If the fair value of the collateral dependent loan is less than the carrying amount of the loan, a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included as a Level 3 measurement.

Other real estate owned: OREO is carried at the lower of cost or fair value, which is measured at the date of foreclosure. If the fair value of the collateral exceeds the carrying amount of the loan, no charge-off or adjustment is necessary, the loan is not considered to be carried at fair value, and is therefore not included in the table below. If the fair value of the collateral is less than the carrying amount of the loan, management will charge the loan down to its estimated realizable value. Management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. In these cases, the properties are categorized in the below table as Level 3 measurements since these adjustments are considered to be unobservable inputs. Income and expenses from operations are included in other operating expenses. Further declines in the fair value of the collateral subsequent to foreclosure are included in net gain on sale of other real estate owned.

Assets measured at fair value are summarized below.

	Fair Value Measurements at September 30, 2017 Using:
Assets:	(Level 1)		(Level 2)		(Level 3)
Assets measured at fair value on a recurring basis:
U.S. Treasury securities and obligations of U.S. Government    agencies	$	—	$	31,063	$	—
Obligations of states and political subdivisions		—		113,615		—
Mortgage-backed securities in government sponsored entities		—		83,923		—
Equity securities in financial institutions		—		818		—
Swap asset		—		1,706		—
Liabilities measured at fair value on a recurring basis:
Swap liability		—		1,706		—
Assets measured at fair value on a nonrecurring basis:
Impaired loans	$	—	$	—	$	1,639
Other real estate owned		—		—		27

	Fair Value Measurements at December 31, 2016 Using:
Assets:	(Level 1)		(Level 2)		(Level 3)
Assets measured at fair value on a recurring basis:
U.S. Treasury securities and obligations of U.S. Government    agencies	$	—	$	37,446	$	—
Obligations of states and political subdivisions		—		94,998		—
Mortgage-backed securities in government sponsored entities		—		62,642		—
Equity securities in financial institutions		—		778		—
Swap asset		—		1,839		—
Liabilities measured at fair value on a recurring basis:
Swap liability		—		1,839		—
Assets measured at fair value on a nonrecurring basis:
Impaired loans	$	—	$	—	$	952
Other real estate owned		—		—		37

Page 29

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The following table presents quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at September 30, 2017.

	Quantitative Information about Level 3 Fair Value Measurements
September 30, 2017	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average
Impaired loans	$	1,639	Appraisal of collateral	Appraisal adjustments	10% - 48%		34%
				Liquidation expense	0% - 10%		4%
				Holding period	0 - 30 months	20 months
Other real estate owned	$	27	Appraisal of collateral	Appraisal adjustments	10% - 30%		10%
				Liquidation expense	0% - 10%		10%

The following table presents quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at December 31, 2016.

	Quantitative Information about Level 3 Fair Value Measurements
December 31, 2016	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average
Impaired loans	$	952	Appraisal of collateral	Appraisal adjustments	10% - 67%		64%
				Liquidation expense	0% - 10%		4%
				Holding period	0 - 30 months	19 months
Other real estate owned	$	37	Appraisal of collateral	Appraisal adjustments	10% - 30%		10%
				Liquidation expense	0% - 10%		10%

The carrying amount and fair values of financial instruments are as follows:

September 30, 2017	Carrying Amount		Total Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from financial institutions	$	33,394	$	33,394	$	33,394	$	—	$	—
Securities available for sale		229,419		229,419		—		229,419		—
Other securities		14,247		14,247		14,247		—		—
Loans, held for sale		4,662		4,662		4,662		—		—
Loans, net of allowance for loan losses		1,129,046		1,130,083		—		—		1,130,083
Bank owned life insurance		24,981		24,981		24,981		—		—
Accrued interest receivable		4,999		4,999		4,999		—		—
Swap asset		1,706		1,706		—		1,706		—
Financial Liabilities:
Nonmaturing deposits		947,262		947,262		947,262		—		—
Time deposits		254,027		254,017		—		—		254,017
Short-term FHLB advances		41,750		41,722		41,722		—		—
Long-term FHLB advances		15,000		14,966		—		—		14,966
Securities sold under agreement to repurchase		15,148		15,148		15,148		—		—
Subordinated debentures		29,427		29,470		—		—		29,470
Accrued interest payable		244		244		244		—		—
Swap liability		1,706		1,706		—		1,706		—

Page 30

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

December 31, 2016	Carrying Amount		Total Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from financial institutions	$	36,695	$	36,695	$	36,695	$	—	$	—
Securities available for sale		195,864		195,864		—		195,864		—
Loans, held for sale		2,268		2,268		2,268		—		—
Loans, net of allowance for loan losses		1,042,201		1,047,329		—		—		1,047,329
Other securities		14,055		14,055		14,055		—		—
Bank owned life insurance		24,552		24,552		24,552		—		—
Accrued interest receivable		3,854		3,854		3,854		—		—
Swap asset		1,839		1,839		—		1,839		—
Financial Liabilities:
Nonmaturing deposits		913,677		913,677		913,677		—		—
Time deposits		207,426		207,784		—		—		207,784
Short-term FHLB advances		31,000		31,007		31,007		—		—
Long-term FHLB advances		17,500		17,553		—		—		17,553
Securities sold under agreement to repurchase		28,925		28,925		28,925		—		—
Subordinated debentures		29,427		27,414		—		—		27,414
Accrued interest payable		181		181		181		—		—
Swap liability		1,839		1,839		—		1,839		—

Cash and due from financial institutions: The carrying amounts for cash and due from financial institutions approximate fair value because they have original maturities of less than 90 days and do not present unanticipated credit concerns.

Securities available for sale: The fair value of securities are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). For equity securities, management uses market information related to the value of similar institutions to determine the fair value (Level 2 inputs).

Other securities: The carrying value of regulatory stock approximates fair value based on applicable redemption provisions.

Loans, held-for-sale: Loans held for sale are priced individually at market rates on the day that the loan is locked for commitment to an investor. Because the holding period of such loans is typically short, the carrying value generally approximates the fair value at the time the commitment is received. All loans inthe held-for-sale account conform to Fannie Mae underwriting guidelines, with specific intent of the loan being purchased by an investor at the predetermined rate structure.

Loans, net of allowance for loan losses: Fair values for loans, other than impaired, are estimated for portfolios of loans with similar financial characteristics. The fair value of performing loans has been estimated by discounting expected future cash flows of the underlying portfolios. The discount rates used in these calculations are generally derived from the treasury yield curve and are calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate inherent in the loan. The estimated maturity is based on the Company’s historical experience with repayments for each loan classification. Changes in these significant unobservable inputs used in discounted cash flow analysis, such as the discount rate or prepayment speeds, could lead to changes in the underlying fair value.

Bank owned life insurance: The carrying value of bank owned life insurance approximates the fair value based on applicable redemption provisions.

Accrued interest receivable and payable and securities sold under agreements to repurchase: The carrying amounts for accrued interest receivable, accrued interest payable and securities sold under agreements to repurchase approximate fair value because they are generally received or paid in 90 days or less and do not present unanticipated credit concerns.

Deposits: The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings and NOW accounts, and money market accounts, is equal to the amount payable on demand.

Page 31

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the market rates currently offered for deposits of similar remaining maturities.

The deposits’ fair value estimates do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market, commonly referred to as the core deposit intangible.

Federal Home Loan Bank (“FHLB”) advances: Rates available to the Company for borrowed funds with similar terms and remaining maturities are used to estimate the fair value of borrowed funds.

Subordinated debentures: The fair value of subordinated debentures is based on the discounted value of contractual cash flows of the underlying debt agreements. The discount rate is estimated using the current rate for the borrowing from the FHLB with the most similar terms.

Fair value swap asset and liability: The fair value of the swap asset and liability is based on an external derivative model using data inputs as of the valuation date.

(14) Derivative Hedging Instruments

To accommodate customer need and to support the Company’s asset/liability positioning, on occasion we enter into interest rate swaps with a customer and a bank counterparty. The Company enters into a floating rate loan and a fixed rate swap with our customer. Simultaneously, the Company enters into an offsetting fixed rate swap with a bank counterparty. In connection with each swap transaction, the Company agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on the same notional amount at a fixed interest rate. At the same time, the Company agrees to pay a bank counterparty the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. These transactions allow the Company’s customer to effectively convert variable rate loans to fixed rate loans. Since the Company acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts offset each other and do not significantly impact the Company’s results of operations.

The following table summarizes the Company’s interest rate swap positions and the impact of a 1 basis point change in interest rates as of September 30, 2017.

	Notional Amount			Weighted Average Rate Received/(Paid)			Impact of a 1 basis point change in interest rates			Repricing Frequency
Derivative Assets	$	60,711			5.09	%	$	35		Monthly
Derivative Liabilities		(60,711	)		-5.09	%		(35	)	Monthly
Net Exposure	$	—					$	—

The following table summarizes the Company’s interest rate swap positions and the impact of a 1 basis point change in interest rates as of December 31, 2016.

	Notional Amount			Weighted Average Rate Received/(Paid)			Impact of a 1 basis point change in interest rates			Repricing Frequency
Derivative Assets	$	52,975			5.07	%	$	30		Monthly
Derivative Liabilities		(52,975	)		-5.07	%		(30	)	Monthly
Net Exposure	$	—					$	—

The Company monitors and controls all derivative products with a comprehensive Board of Director approved commercial loan swap policy. All hedge transactions must be approved in advance by the Lenders Loan Committee or the Directors Loan Committee of the Board of Directors.

Page 32

Civista Bancshares, Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

Form 10-Q

(Amounts in thousands, except share data)

(15) Qualified Affordable Housing Project Investments

The Company invests in certain qualified affordable housing projects. At September 30, 2017 and December 31, 2016, the balance of the investment for qualified affordable housing projects was $3,079 and $2,754, respectively. These balances are reflected in the other assets line on the Consolidated Balance Sheet. The unfunded commitments related to the investments in qualified affordable housing projects totaled $4,741 and $2,313 at September 30, 2017 and December 31, 2016, respectively.

During the nine months ended September 30, 2017 and 2016, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $247 and $231, offset by tax credits and other benefits from its investment in affordable housing tax credits of $414 and $442, respectively. During the quarters ended September 30, 2017 and 2016, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $82 and $77, offset by tax credits and other benefits from its investment in affordable housing tax credits of $138 and $147, respectively. During the three and nine months ended September 30, 2017 and 2016, the Company did not incur impairment losses related to its investment in qualified affordable housing projects.

Page 33

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The following discussion focuses on the consolidated financial condition of the Company at September 30, 2017 compared to December 31, 2016, and the consolidated results of operations for the three- and nine-month period ended September 30, 2017, compared to the same period in 2016. This discussion should be read in conjunction with the consolidated financial statements and footnotes included in this Form 10-Q.

Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to such matters as the Company’s financial condition, anticipated operating results, cash flows, business line results, credit quality expectations, prospects for new lines of business, economic trends (including interest rates) and similar matters. Forward-looking statements reflect our expectations, estimates or projections concerning future results or events. These statements are generally identified by the use of forward-looking words or phrases such as “believe,” “belief,” “expect,” “anticipate,” “may,” “could,” “intend,” “intent,” “estimate,” “plan,” “foresee,” “likely,” “will,” “should” or other similar words or phrases. Forward-looking statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results, performance or achievements to differ materially from those expressed in or implied by the forward-looking statements. Factors that could cause actual results, performance or achievements to differ from results discussed in the forward-looking statements include, but are not limited to, changes in financial markets or national or local economic conditions; sustained weakness or deterioration in the real estate market; volatility and direction of market interest rates; credit risks of lending activities; changes in the allowance for loan losses; legislation or regulatory changes or actions; increases in Federal Deposit Insurance Corporation (“FDIC”) insurance premiums and assessments; changes in tax laws; failure of or breach in our information and data processing systems; unforeseen litigation; and other risks identified from time-to-time in the Company’s other public documents on file with the SEC, including those risks identified in “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. The Company does not undertake, and specifically disclaims, any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements, except as required by law.

Financial Condition

Total assets of the Company at September 30, 2017 were $1,496,088 compared to $1,377,263 at December 31, 2016, an increase of $118,825, or 8.6%. The increase in total assets was mainly attributable to increases in securities available for sale, loans held for sale and loans. Total liabilities at September 30, 2017 were $1,314,107 compared to $1,239,647 at December 31, 2016, an increase of $74,460, or 6.0%. The increase in total liabilities was mainly attributable to increases in total deposits and FHLB overnight advances offset by a decrease in securities sold under agreements to repurchase.

Loans outstanding as of September 30, 2017 and December 31, 2016 were as follows:

	September 30, 2017			December 31, 2016
Commercial & Agriculture	$	147,537		$	135,462
Commercial Real Estate—Owner Occupied		167,678			161,364
Commercial Real Estate—Non-Owner Occupied		424,430			395,931
Residential Real Estate		267,839			247,308
Real Estate Construction		77,978			56,293
Farm Real Estate		38,966			41,170
Consumer and Other		17,564			17,978
Total loans		1,141,992			1,055,506
Allowance for loan losses		(12,946	)		(13,305	)
Net loans	$	1,129,046		$	1,042,201

Net loans have increased $86,845 or 8.3% since December 31, 2016. The Commercial & Agriculture, Commercial Real Estate – Owner Occupied, Commercial Real Estate – Non-Owner Occupied, Residential Real Estate and Real Estate Construction loan portfolios increased $12,075, $6,314, $28,499, $20,531 and $21,685, respectively, since December 31, 2016, while the Farm Real Estate and Consumer and Other loan portfolios decreased $2,204 and $414, respectively, since December 31, 2016.

Page 34

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Loans held for sale have increased $2,394 or 105.6% since December 31, 2016, due to an increase in originations. At September 30, 2017, the net loan to deposit ratio was 94.0% compared to 93.0% at December 31, 2016.

During the first nine months of 2017, there were no provisions made to the allowance for loan losses from earnings. During the first nine months of 2016, the Company received a payoff on a nonperforming loan. This particular loan had been analyzed previously and had been charged down based on a deterioration of real estate collateral values during the recent recession. As a result of the payoff of the loan, the Company recovered the charged down amount of approximately $1,303. The result of the transaction was a credit of $1,300 from the allowance for loan losses during the nine months of operationsin 2016. Net charge-offs for the first nine months of 2017 totaled $359, compared to a net recovery of $390 in the first nine months of 2016. For the first nine months of 2017, the Company charged off a total of fifty-four loans. Twenty-four Real Estate Mortgage loans totaling $312, two Commercial and Agriculture loan totaling $11, four Commercial Real Estate – Owner Occupied loans totaling $301, one Commercial Real Estate – Non-Owner Occupied totaling $38 and twenty-three Consumer and Other loans totaling $135 were charged off in the first nine months of the year. In addition, during the first nine months of 2017, the Company had recoveries on previously charged-off Commercial and Agriculture loans of $134, Commercial Real Estate – Owner Occupied loans of $26, Commercial Real Estate – Non-Owner Occupied loans of $42, Real Estate Mortgage loans of $164, Real Estate Construction loans of $32, Farm Real Estate of $2 and Consumer and Other loans of $38. For each loan category, as well as in total, the percentage of net charge-offs to loans was less than one percent. Nonperforming loans increased by $624 since December 31, 2016, which was due to an increase in loans on nonaccrual status of $589 and an increase in loans past due 90 days and accruing of $35. Each of these factors was considered by management as part of the examination of both the level and mix of the allowance by loan type as well as the overall level of the allowance.

Management specifically evaluates loans that are impaired for estimates of loss. To evaluate the adequacy of the allowance for loan losses to cover probable losses in the portfolio, management considers specific reserve allocations for identified portfolio loans, reserves for delinquencies and historical reserve allocations. Loss migration rates are calculated over a three-year period for all portfolio segments. Management also considers certain economic factors for trends that management uses to account for the qualitative and environmental changes in risk, which affects the level of the reserve.

Management analyzes each impaired Commercial and Commercial Real Estate loan relationship with a balance of $350 or larger, on an individual basis and designates a loan as impaired when it is in nonaccrual status or when an analysis of the borrower’s operating results and financial condition indicate that underlying cash flows are not adequate to meet its debt service requirements. In addition, loans held for sale are excluded from consideration as impaired. Loans are generally moved to nonaccrual status when 90 days or more past due. Impaired loans, or portions thereof, are charged-off when deemed uncollectible. The allowance for loan losses as a percent of total loans was 1.13% at September 30, 2017 and 1.26% at December 31, 2016.

The available for sale security portfolio increased by $33,555, from $195,864 at December 31, 2016 to $229,419 at September 30, 2017. The increase in the available for sale security portfolio is due to the investment of the net proceeds from the public offering completed by the Company on February 24, 2017. Management continually evaluates our securities portfolio in response to established asset/liability management objectives, changing market conditions that could affect profitability and the level of interest rate risk to which the Company is exposed. These evaluations may cause the Company to change the level of funds it deploys into investment securities and change the composition of its investment securities portfolio. As of September 30, 2017, the Company was in compliance with all pledging requirements.

Premises and equipment, net, have decreased $232 from December 31, 2016 to September 30, 2017. The decrease is the result of new purchases of $755, offset by disposals, net of gains of $72, depreciation of $912 and the transfer of $3 of assets to premises and equipment held for sale.

Bank owned life insurance (BOLI) increased $429 from December 31, 2016 to September 30, 2017. The difference is the result of increases in the cash surrender value of the underlying insurance policies.

Total deposits as of September 30, 2017 and December 31, 2016 are as follows:

	September 30, 2017		December 31, 2016
Noninterest-bearing demand	$	357,539	$	345,588
Interest-bearing demand		188,570		183,759
Savings and money market		401,153		384,330
Time deposits		254,027		207,426
Total Deposits	$	1,201,289	$	1,121,103

Page 35

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Total deposits at September 30, 2017 increased $80,186 from year-end 2016. Noninterest-bearing deposits increased $11,951 from year-end 2016, while interest-bearing deposits, including savings and time deposits, increased $68,235 from December 31, 2016. The increase in noninterest-bearing deposits was primarily due to increases in public fund deposits and cash balances remaining related to the Company’s participation in a tax refund processing program. This increase is temporary as transactions are processed and is expected to return to levels more consistent with December 31, 2016 over the next quarter. The interest-bearing deposit increase was mainly due to increases in brokered deposits. The year-to-date average balance of total deposits increased $11,370 compared to the average balance of the same period in 2016 due to increases in demand deposits and savings and money market accounts. The increase in average balance is due to increases of $18,086 in demand deposit accounts, $11,867 in money market accounts, $6,332 in NOW accounts and $10,264 in statement saving accounts, offset by decreases of $18,569 in time certificates, $5,953 in CDARS deposits and $9,177 in interest-bearing public funds.

FHLB advances increased $8,250 from December 31, 2016 to September 30, 2017. The increase is due to an increase in overnight funds of $10,750. In addition, on January 11, 2017, an FHLB advance in the amount of $2,500 matured. This advance had terms of one hundred and twenty months with a fixed rate of 4.25%. The advance was not replaced. Securities sold under agreements to repurchase, which tend to fluctuate, have decreased $13,777 from December 31, 2016 to September 30, 2017.

Shareholders’ equity at September 30, 2017 was $181,981, or 12.2% of total assets, compared to $137,616, or 10.0% of total assets, at December 31, 2016. The increase in the ratio of equity to total assets was the result of increases in total assets as well as shareholders’ equity. The increase in shareholders’ equity resulted primarily from the completion of the Company’s public offering of its common stock on February 24, 2017, which resulted in net proceeds of $32,821. Shareholders’ equity was also positively impacted by net income of $11,892, a decrease in the Company’s pension liability, net of tax, of $625, an increase in the fair value of securities available for sale, net of tax, of $1,315 and offset by dividends on preferred stock and common stock of $935 and $1,726, respectively. Total outstanding common shares at September 30, 2017 were 10,170,935. Total outstanding common shares at December 31, 2016 were 8,343,509. The increase in common shares outstanding is the result of a public offering of 1,610,000 shares completed on February 24, 2017, the conversion of 1,506 shares of the Company’s previously issued preferred shares into 192,568 common shares, the grant of 17,898 restricted common shares to certain officers under the Company’s 2014 Incentive Plan, the grant of 7,171 common shares to directors of the Company as a retainer for their service and the retirement of 211 common shares on September 22, 2017.

Results of Operations

Nine Months Ended September 30, 2017 and 2016

The Company had net income of $11,892 for the nine months ended September 30, 2017, a decrease of $1,694 from net income of $13,586 for the same nine months of 2016. Basic earnings per common share were $1.12 for the period ended September 30, 2017, compared to $1.57 for the same period in 2016. Diluted earnings per common share were $0.97 for the period ended September 30, 2017, compared to $1.24 for the same period in 2016. The primary reasons for the changes in net income are explained below.

Net interest income for the nine months ended September 30, 2017 was $39,939, an increase of $2,238 from $37,701 in the same nine months of 2016. Total interest income for the nine months ended September 30, 2017 was $42,755, an increase of $2,595 from $40,160 in the same nine months of 2016. Average earning assets increased 5.0% during the nine months ended September 30, 2017 as compared to the same period in 2016. Average loans, taxable securities, non-taxable securities and bank stocks for the first nine months of 2017 increased 7.3%, 4.4%, 14.4% and 4.2%, respectively, compared to the first nine months of last year. The increases were offset by a decrease in interest-bearing deposits in other banks. Interest-bearing deposits in other banks decreased mainly due to our tax refund processing program. The timing of cash inflows and outflows leads to large, but temporary, fluctuations in cash on deposit. The yield on the loan portfolio decreased 8 basis points for the first nine months of 2017 compared to the first nine months of last year. The yield on earning assets increased 6 basis points for the first nine months of 2017 compared to the first nine months of last year. Total interest expense for the nine months ended September 30, 2017 was $2,816, an increase of $357 from $2,459 in the same nine months of 2016. Interest expense on time deposits decreased $48 in the first nine months of 2017 compared to the same period in 2016. Average time deposits for the first nine months of 2017 decreased 11.9% compared to the first nine months of 2016. Interest expense on demand and savings accounts, FHLB borrowings and trust preferred securities increased $68, $222 and $116, respectively, in the first nine months of 2017 compared to the same period in 2016. The interest rate paid on FHLB borrowings during the first nine months of 2017 decreased 10 basis points as compared to the same period in 2016, while the average balance increased 84.9%. The interest rate paid on trust preferred securities during the first nine months of 2017 increased 53 basis points as compared to the same period in 2016. The Company’s net interest margin for the nine months ended September 30, 2017 was 3.93% compared to 3.89% for the period ended September 30, 2016.

Page 36

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

The following table presents the condensed average balance sheets for the nine months ended September 30, 2017 and 2016. The daily average loan amounts outstanding are net of unearned income and include loans held for sale and nonaccrual loans. The average balance of securities is computed using the carrying value of securities. Rates are annualized and taxable equivalent yields are computed using a 35% tax rate for tax-exempt interest income. The average yield has been computed using the historical amortized cost average balance for available-for-sale securities.

	Nine Months Ended September 30,
	2017								2016
Assets:	Average balance			Interest		Yield/ rate*			Average balance			Interest		Yield/ rate*
Interest-earning assets:
Loans, including fees	$	1,094,401		$	37,211		4.55	%	$	1,019,793		$	35,311		4.63	%
Taxable securities		144,379			2,764		2.59	%		138,374			2,494		2.45	%
Tax-exempt securities		86,713			2,307		5.65	%		75,806			1,979		5.64	%
Interest-bearing deposits in other banks		78,576			473		0.80	%		103,336			376		0.49	%
Total interest-earning assets	$	1,404,069			42,755		4.20	%	$	1,337,309			40,160		4.14	%
Noninterest-earning assets:
Cash and due from financial institutions		53,487								58,864
Premises and equipment, net		18,084								16,860
Accrued interest receivable		4,446								4,262
Intangible assets		28,682								29,289
Other assets		10,164								9,986
Bank owned life insurance		24,747								23,111
Less allowance for loan losses		(13,156	)							(14,516	)
Total Assets	$	1,530,523							$	1,465,165
Liabilities and Shareholders Equity:
Interest-bearing liabilities:
Demand and savings	$	582,716		$	413		0.09	%	$	564,743		$	345		0.08	%
Time		181,931			1,087		0.80	%		206,620			1,135		0.73	%
FHLB		57,195			534		1.25	%		30,933			312		1.35	%
Federal funds purchased		156			2		1.71	%		155			1		0.86	%
Subordinated debentures		29,427			766		3.48	%		29,427			650		2.95	%
Repurchase Agreements		18,597			14		0.10	%		21,015			16		0.10	%
Total interest-bearing liabilities	$	870,022			2,816		0.43	%	$	852,893			2,459		0.39	%
Noninterest-bearing deposits		478,137								460,051
Other liabilities		12,881								20,211
Shareholders’ Equity		169,483								132,010
Total Liabilities and Shareholders’ Equity	$	1,530,523							$	1,465,165
Net interest income and interest rate spread				$	39,939		3.77	%				$	37,701		3.75	%
Net interest margin							3.93	%							3.89	%

*—All yields and costs are presented on an annualized basis

Page 37

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Net interest income may also be analyzed by comparing the volume and rate components of interest income and interest expense. The following table provides an analysis of the changes in interest income and expense between the nine months ended September 30, 2017 and 2016. The table is presented on a fully tax-equivalent basis.

	Increase (decrease) due to:
	Volume (1)			Rate (1)			Net
	(Dollars in thousands)
Interest income:
Loans, including fees	$	2,546		$	(646	)	$	1,900
Taxable securities		133			137			270
Tax-exempt securities		356			(28	)		328
Interest-bearing deposits in other banks		(106	)		203			97
Total interest income	$	2,929		$	(334	)	$	2,595
Interest expense:
Demand and savings	$	11		$	57		$	68
Time		(142	)		94			(48	)
FHLB		247			(25	)		222
Federal funds purchased		—			1			1
Subordinated debentures		—			116			116
Repurchase agreements		(2	)		—			(2	)
Total interest expense	$	114		$	243		$	357
Net interest income	$	2,815		$	(577	)	$	2,238

(1) The change in interest income and interest expense due to changes in both volume and rate, which cannot be segregated, has been allocated proportionately to the change due to volume and the change due to rate.

The Company provides for loan losses through regular provisions to the allowance for loan losses. No provision for loan losses was provided during the nine months ended September 30, 2017. During the first nine months of 2016, the Company received a payoff on a nonperforming loan. This particular loan had been analyzed previously and had been charged down based on a deterioration of real estate collateral values during the recent recession. As a result of the payoff of the loan, the Company recovered the charged-down amount of approximately $1,303. The result of the transaction was a reversal of $1,300 from the allowance for loan losses during the nine months of operations in 2016.

Noninterest income for the nine-month periods ended September 30, 2017 and 2016 are as follows:

	Nine months ended September 30,
	2017			2016
Service charges	$	3,609		$	3,714
Net gain on sale of securities		(9	)		20
Net gain on sale of loans		1,207			1,341
ATM fees		1,643			1,584
Wealth management fees		2,233			1,989
Bank owned life insurance		429			415
Tax refund processing fees		2,750			2,750
Other		842			1,176
Total noninterest income	$	12,704		$	12,989

Noninterest income for the nine months ended September 30, 2017 was $12,704, a decrease of $285 or 2.2% from $12,989 for the same period of 2016. The primary reasons for the decrease follow.

Service charge fee income for the period ended September 30, 2017 was $3,609, down $105 or 2.8% over the same period of 2016. The decrease is primarily due to decreases in business service charges and overdraft charges.

Gain on sale of loans decreased $134 during the first nine months of 2017 compared to the same period of 2016. The decrease is due to a decrease in the premium on loans sold.  The decrease in the premium was offset by an increase in the volume of loans sold during the first nine months of 2017.  Volume was $53,091, up $1,860 or 3.6% as compared to the same period in 2016.

Page 38

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Wealth management fee income is comprised of fees earned from the management and administration of trusts and other customer assets. These fees are largely based upon the market value of the assets that we manage and the fee rate charged to customers. Wealth management fee income increased $244 or 12.3% during the first nine months of 2017 compared to the same period in 2016. The increase is mainly related to increases in assets under management and market conditions compared to the same period in 2016.

The Company processes state and federal income tax refund payments for customers of third-party income tax preparation vendors. The third-party vendors pay us a fee for processing the payments. Tax refund processing fees were $2,750 during the first nine months of 2017 and 2016. This fee income is seasonal in nature, the majority of which is received in the first quarter of the year.

Other income decreased $334 during the first nine months of 2017 compared to the same period of 2016. The decrease is mainly due to decreases in swap related income and gain/loss on sale of OREO properties during the first nine months of 2017 as compared to the same period in 2016.

Noninterest expense for the nine-month periods ended September 30, 2017 and 2016 are as follows:

	Nine months ended September 30,
	2017		2016
Salaries, Wages and benefits	$	21,684	$	19,053
Net occupancy expense		2,002		2,009
Equipment expense		1,097		1,158
Contracted data processing		1,174		1,147
FDIC assessment		414		597
State franchise tax		767		709
Professional services		1,718		1,450
Amortization of intangible assets		483		527
ATM expense		700		379
Marketing		768		810
Other		5,410		5,314
Total noninterest expense	$	36,217	$	33,153

Noninterest expense for the nine months ended September 30, 2017 was $36,217, an increase of $3,064, from $33,153 reported for the same period of 2016. The primary reasons for the increase follow.

Salaries, wages and benefits were $21,684, up $2,631 or 13.8% as compared to the same period of 2016. These increases are mainly due to an increase in payroll and payroll related expenses resulting from an increase in full time equivalent (FTE) employees and annual pay increases. FTE employees increased 13.7, to 347 FTE, as compared to the same period of 2016. In addition, incentive based costs, higher employee insurance costs and pension costs increased, as compared to the same period of 2016.

FDIC assessments were $414, down $183 or 30.7% compared to the same period in 2016. The year-over-year decrease is the result of a new lower assessment rate schedule that became effective in 2016.

State franchise taxes were $767, up $58 or 8.2% compared to the same period in 2016. The year-over-year increase was attributable to an increase in the Company’s equity capital, on which the Ohio financial institutions tax is based.

Professional services costs increased $268, or 18.5% from the same period of 2016. The year-over-year increase was attributable to recruitment activities, facilities management and professional services to analyze workflow systems and recommend process improvements.

ATM costs were $700, up $321 or 84.7% compared to the same period in 2016. The increase is primarily due to vendor credits that expired in the second quarter of 2016, expenses incurred with the Company’s debit card program conversion, increased cardholder usage and ATM card related expenses.

Page 39

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Income tax expense for the nine months ended September 30, 2017 totaled $4,534, down $717 compared to the same period in 2016. The effective tax rates for the nine-month periods ended September 30, 2017 and September 30, 2016 were 27.6% and 27.9%, respectively. The difference between the statutory federal income tax rate and the Company’s effective tax rate is the permanent tax differences, primarily consisting of tax-exempt interest income from municipal investments and loans, low income housing tax credits and bank owned life insurance income.

Three Months Ended September 30, 2017 and 2016

The Company had net income of $3,660 for the three months ended September 30, 2017, a decrease of $20 from net income of $3,680 for the same three months of 2016. Basic earnings per common share were $0.33 for the quarter ended September 30, 2017, compared to $0.41 for the same period in 2016. Diluted earnings per common share were $0.29 for the quarter ended September 30, 2017, compared to $0.34 for the same period in 2016. The primary reasons for the changes in net income are explained below.

Net interest income for the three months ended September 30, 2017 was $13,680, an increase of $1,154 from $12,526 in the same three months of 2016. Total interest income for the three months ended September 30, 2017 was $14,836, an increase of $1,466 from $13,370 in the same three months of 2016. Average earning assets increased 8.3% during the quarter ended September 30, 2017 as compared to the same period in 2016. Average loans, taxable securities, non-taxable securities and bank stocks for the third quarter of 2017 increased 7.6%, 9.6%, 20.2% and 3.6%, respectively, compared to the third quarter of last year. The increases were partially offset by a decrease in interest-bearing deposits in other banks. The yield on the loan portfolio increased 9 basis points for the third quarter of 2017 compared to the third quarter of last year. The yield on earning assets increased 10 basis points for the third quarter of 2017 compared to the third quarter of last year. Total interest expense for the three months ended September 30, 2017 was $1,156, an increase of $312 from $844 in the same three months of 2016. Interest expense on time deposits increased $59 in the third quarter of 2017 compared to the same period in 2016. Average time deposits for the third quarter of 2017 decreased 6.5% compared to the same period in 2016. Interest expense on savings and money market accounts, FHLB borrowings and trust preferred securities increased $44, $165 and $47, respectively, in the third quarter of 2017 compared to the same period in 2016. The interest rate paid on FHLB borrowings during the third quarter of 2017 increased 4 basis points as compared to the same period in 2016, while the average balance increased 140.6%. The interest rate paid on trust preferred securities during the third quarter of 2017 increased 62 basis points as compared to the same period in 2016. The Company’s net interest margin for the three months ended September 30, 2017 and 2016 was 4.08% and 4.06%, respectively.

Page 40

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

The following table presents the condensed average balance sheets for the three months ended September 30, 2017 and 2016. The daily average loan amounts outstanding are net of unearned income and include loans held for sale and nonaccrual loans. The average balance of securities is computed using the carrying value of securities. Rates are annualized and taxable equivalent yields are computed using a 35% tax rate for tax-exempt interest income. The average yield has been computed using the historical amortized cost average balance for available-for-sale securities.

	Three Months Ended September 30,
	2017								2016
Assets:	Average balance			Interest		Yield/rate*			Average balance			Interest		Yield/rate*
Interest-earning assets:
Loans, including fees	$	1,122,131		$	13,022		4.60	%	$	1,042,721		$	11,824		4.51	%
Taxable securities		150,534			977		2.61	%		138,092			872		2.56	%
Tax-exempt securities		93,022			812		5.53	%		77,378			664		5.56	%
Interest-bearing deposits in other banks		11,450			25		0.87	%		12,878			10		0.31	%
Total interest-earning assets	$	1,377,137			14,836		4.42	%	$	1,271,069			13,370		4.32	%
Noninterest-earning assets:
Cash and due from financial institutions		24,652								24,591
Premises and equipment, net		18,000								16,975
Accrued interest receivable		4,460								4,134
Intangible assets		28,541								29,136
Other assets		10,352								10,196
Bank owned life insurance		24,889								24,308
Less allowance for loan losses		(12,988	)							(14,424	)
Total Assets	$	1,475,043							$	1,365,985
Liabilities and Shareholders Equity:
Interest-bearing liabilities:
Demand and savings	$	594,088		$	160		0.11	%	$	574,322		$	118		0.08	%
Time		194,364			447		0.91	%		207,947			388		0.74	%
FHLB		85,840			276		1.28	%		35,673			111		1.24	%
Federal funds purchased		462			2		1.72	%		462			1		0.86	%
Subordinated debentures		29,427			268		3.61	%		29,427			221		2.99	%
Repurchase Agreements		14,328			3		0.08	%		18,827			5		0.11	%
Total interest-bearing liabilities	$	918,509			1,156		0.50	%	$	866,658			844		0.39	%
Noninterest-bearing deposits		363,783								347,912
Other liabilities		12,826								14,678
Shareholders’ Equity		179,925								136,737
Total Liabilities and Shareholders’ Equity	$	1,475,043							$	1,365,985
Net interest income and interest rate spread				$	13,680		3.91	%				$	12,526		3.93	%
Net interest margin							4.08	%							4.06	%

*—All yields and costs are presented on an annualized basis

Page 41

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Net interest income may also be analyzed by comparing the volume and rate components of interest income and interest expense. The following table provides an analysis of the changes in interest income and expense between the three months ended September 30, 2017 and 2016. The table is presented on a fully tax-equivalent basis.

	Increase (decrease) due to:
	Volume (1)			Rate (1)			Net
	(Dollars in thousands)
Interest income:
Loans, including fees	$	917		$	281		$	1,198
Taxable securities		88			17			105
Tax-exempt securities		160			(12	)		148
Interest-bearing deposits in other banks		(1	)		16			15
Total interest income	$	1,164		$	302		$	1,466
Interest expense:
Demand and savings	$	4		$	38		$	42
Time		(27	)		86			59
FHLB		161			4			165
Federal funds purchased		—			1			1
Subordinated debentures		—			47			47
Repurchase agreements		(1	)		(1	)		(2	)
Total interest expense	$	137		$	175		$	312
Net interest income	$	1,027		$	127		$	1,154

(1) The change in interest income and interest expense due to changes in both volume and rate, which cannot be segregated, has been allocated proportionately to the change due to volume and the change due to rate.

The Company provides for loan losses through regular provisions to the allowance for loan losses. During the quarters ended September 30, 2017 and September 30, 2016, no provision for loan losses was provided.

Noninterest income for the three-month periods ended September 30, 2017 and 2016 are as follows:

	Three months ended September 30,
	2017			2016
Service charges	$	1,177		$	1,194
Net gain on sale of securities		(9	)		18
Net gain on sale of loans		472			541
ATM fees		567			541
Wealth management fees		787			688
Bank owned life insurance		142			149
Other		329			522
Total noninterest income	$	3,465		$	3,653

Noninterest income for the three months ended September 30, 2017 was $3,465, a decrease of $188 or 5.1% from $3,653 for the same period of 2016. The primary reasons for the increase follow.

Gain on sale of loans decreased $69 or 12.8% during the third quarter of 2017 compared to the same period of 2016. The decrease is due to a decrease in the premium on loans sold.  The decrease in the premium was offset by an increase in the volume of loans sold during the third quarter of 2017.  Volume was $22,153, up $629 or 2.9% as compared to the same period in 2016.  

Page 42

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

Wealth management fee income is comprised of fees earned from the management and administration of trusts and other customer assets. These fees are largely based upon the market value of the assets that we manage and the fee rate charged to customers. Wealth management fee income increased $99 or 14.4% during the third quarter of 2017 compared to the same period in 2016. The increase is mainly related to increases in assets under management and market conditions compared to the same period in 2016.

Other income decreased $193 during the third quarter of 2017 compared to the same period of 2016. The decrease is mainly due to decreases in swap related income and gain/loss on sale of OREO properties during the third quarter of 2017 as compared to the same period in 2016.

Noninterest expense for the three-month periods ended September 30, 2017 and 2016 are as follows:

	Three months ended September 30,
	2017		2016
Salaries, Wages and benefits	$	7,389	$	6,375
Net occupancy expense		690		708
Equipment expense		350		494
Contracted data processing		357		397
FDIC assessment		115		166
State franchise tax		255		251
Professional services		534		431
Amortization of intangible assets		158		172
ATM expense		233		183
Marketing		240		249
Other		1,846		1,769
Total noninterest expense	$	12,167	$	11,195

Noninterest expense for the three months ended September 30, 2017 was $12,167, an increase of $972, or 8.7%, from $11,195 reported for the same period of 2016. The primary reasons for the increase follow.

Salaries, wages and benefits were $7,389, up $1,014 or 15.9% as compared to the same period of 2016. These increases are mainly due to an increase in payroll and payroll related expenses due to an increase in full time equivalent (FTE) employees and annual pay increases. FTE employees increased 14.6, to 353.7 FTE, as compared to the same period of 2016. In addition, incentive based costs, employee insurance costs and pension costs increased, as compared to the same period of 2016.

Equipment expenses were $350, down $144 or 29.1% compared to the same period in 2016. The quarter-over-quarter increase was attributable to lower repair and maintenance expense during the third quarter of 2017 as compared to the same period.

FDIC assessments were $115, down $51 or 30.7% compared to the same period in 2016. The quarter-over-quarter decrease is the result of a new lower assessment rate schedule that became effective in 2016.

Professional services costs increased $103, or 23.9% from the same period of 2016. The quarter-over-quarter increase was attributable to recruitment activities, facilities management and professional services to analyze workflow systems and recommend process improvements.

ATM costs were $233, up $50 or 27.3% compared to the same period in 2016. The increase is primarily due to increases in cardholder usage and ATM card expenses during the third quarter of 2017.

Income tax expense for the three months ended September 30, 2017 totaled $1,318, up $14 compared to the same period in 2016. The effective tax rates for the three-month periods ended September 30, 2017 and September 30, 2016 were 26.5% and 26.2%, respectively. The difference between the statutory federal income tax rate and the Company’s effective tax rate is the permanent tax differences, primarily consisting of tax-exempt interest income from municipal investments and loans, low income housing tax credits and bank owned life insurance income.

Capital Resources

Shareholders’ equity totaled $181,981 at September 30, 2017 compared to $137,616 at December 31, 2016. The increase in shareholders’ equity resulted primarily from the completion of the Company’s public offering of its common stock on February 24, 2017, which resulted in net proceeds of $32,821. Shareholders’ equity was also positively impacted by net income of $11,892, a $625 net decrease in the Company’s pension

Page 43

Civista Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Form 10-Q

(Amounts in thousands, except share data)

liability and an increase in the fair value of securities available for sale, net of tax, of $1,315, which was offset by dividends on preferred stock and common stock of $935 and $1,726, respectively.

All of the Company’s capital ratios exceeded the regulatory minimum guidelines as of September 30, 2017 and December 31, 2016 as identified in the following table:

	Total Risk Based Capital			Tier I Risk Based Capital			CET1 Risk Based Capital			Leverage Ratio
Company Ratios—September 30, 2017		16.6	%		15.5	%		11.6	%		12.7	%
Company Ratios—December 31, 2016		14.2	%		13.0	%		8.6	%		10.6	%
For Capital Adequacy Purposes		8.0	%		6.0	%		4.5	%		4.0	%
To Be Well Capitalized Under Prompt
Corrective Action Provisions		10.0	%		8.0	%		6.5	%		5.0	%

The Company paid a cash dividend of $0.06 per common share on February 1, 2017, on May 1, 2017 and on August 1, 2017. In 2016, the Company paid a cash dividend of $0.05 per common share on February 1, 2016 and on May 1, 2016 and paid a cash dividend of $0.06 per common share on August 1, 2016. The Company also paid a 6.50% cash dividend on its Series B preferred shares in the amount of approximately $319 on March 15, 2017 and approximately $308 on June 15, 2017 and on September 15, 2017. In 2016, the Company paid a 6.50% cash dividend on its Series B preferred shares in the amount of approximately $391 on March 15, 2016 and on June 15, 2016 and approximately $374 on September 15, 2016.

Liquidity

The Company maintains a conservative liquidity position. All securities are classified as available for sale. Securities, with maturities of one year or less, totaled $5,108, or 2.2% of the total security portfolio at September 30, 2017. The available for sale portfolio helps to provide the Company with the ability to meet its funding needs. The Condensed Consolidated Statements of Cash Flows (Unaudited) contained in the consolidated financial statements detail the Company’s cash flows from operating activities resulting from net earnings.

As reported in the Condensed Consolidated Statements of Cash Flows (Unaudited), our cash flows are classified for financial reporting purposes as operating, investing or financing cash flows. Net cash provided by operating activities was $11,821 and $11,318 for the nine months ended September 30, 2017 and 2016, respectively. These amounts differ from net income due to a variety of cash receipts and disbursements that did not affect net income for the respective periods. Net cash used for investing activities was $119,937 and $53,828 for the nine months ended September 30, 2017 and 2016, respectively, principally reflecting our loan and investment security activities. Cash provided by deposits, borrowings and net proceeds from our common equity offering comprised most of our financing activities, which resulted in net cash provided of $104,815 and $40,178 for the nine months ended September 30, 2017 and 2016, respectively.

Future loan demand of Civista may be funded by increases in deposit accounts, proceeds from payments on existing loans, the maturity of securities, and the sale of securities classified as available for sale. Additional sources of funds may also come from borrowing in the Federal Funds market and/or borrowing from the FHLB. Through its correspondent banks, Civista maintains federal funds borrowing lines totaling $42,500. As of September 30, 2017, Civista had total credit availability with the FHLB of $355,367 with standby letters of credit totaling $19,600 and a remaining borrowing capacity of approximately $279,017. In addition, Civista Bancshares, Inc. maintains a credit line totaling $7,500.

Page 44

Civista Bancshares, Inc.

Quantitative and Qualitative Disclosures About Market Risk

Form 10-Q

(Amounts in thousands, except share data)

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

The Company’s primary market risk exposure is interest-rate risk and, to a lesser extent, liquidity risk. All of the Company’s transactions are denominated in U.S. dollars with no specific foreign exchange exposure.

Interest-rate risk is the exposure of a banking organization’s financial condition to adverse movements in interest rates. Accepting this risk can be an important source of profitability and shareholder value. However, excessive levels of interest-rate risk can pose a significant threat to the Company’s earnings and capital base. Accordingly, effective risk management that maintains interest-rate risk at prudent levels is essential to the Company’s safety and soundness.

Evaluating a financial institution’s exposure to changes in interest rates includes assessing both the adequacy of the management process used to control interest-rate risk and the organization’s quantitative level of exposure. When assessing the interest-rate risk management process, the Company seeks to ensure that appropriate policies, procedures, management information systems and internal controls are in place to maintain interest-rate risk at prudent levels with consistency and continuity. Evaluating the quantitative level of interest rate risk exposure requires the Company to assess the existing and potential future effects of changes in interest rates on its consolidated financial condition, including capital adequacy, earnings, liquidity and, where appropriate, asset quality.

The Federal Reserve Board, together with the Office of the Comptroller of the Currency and the Federal Deposit Insurance Company, adopted a Joint Agency Policy Statement on interest-rate risk, effective June 26, 1996. The policy statement provides guidance to examiners and bankers on sound practices for managing interest-rate risk, which will form the basis for ongoing evaluation of the adequacy of interest-rate risk management at supervised institutions. The policy statement also outlines fundamental elements of sound management that have been identified in prior Federal Reserve guidance and discusses the importance of these elements in the context of managing interest-rate risk. Specifically, the guidance emphasizes the need for active board of director and senior management oversight and a comprehensive risk-management process that effectively identifies, measures, and controls interest-rate risk.

Financial institutions derive their income primarily from the excess of interest collected over interest paid. The rates of interest an institution earns on its assets and owes on its liabilities generally are established contractually for a period of time. Since market interest rates change over time, an institution is exposed to lower profit margins (or losses) if it cannot adapt to interest-rate changes. For example, assume that an institution’s assets carry intermediate- or long-term fixed rates and that those assets were funded with short-term liabilities. If market interest rates rise by the time the short-term liabilities must be refinanced, the increase in the institution’s interest expense on its liabilities may not be sufficiently offset if assets continue to earn at the long-term fixed rates. Accordingly, an institution’s profits could decrease on existing assets because the institution will have either lower net interest income or, possibly, net interest expense. Similar risks exist when assets are subject to contractual interest-rate ceilings, or rate sensitive assets are funded by longer-term, fixed-rate liabilities in a decreasing-rate environment.

Several techniques may be used by an institution to minimize interest-rate risk. One approach used by the Company is to periodically analyze its assets and liabilities and make future financing and investment decisions based on payment streams, interest rates, contractual maturities, and estimated sensitivity to actual or potential changes in market interest rates. Such activities fall under the broad definition of asset/liability management. The Company’s primary asset/liability management technique is the measurement of the Company’s asset/liability gap, that is, the difference between the cash flow amounts of interest sensitive assets and liabilities that will be refinanced (or repriced) during a given period. For example, if the asset amount to be repriced exceeds the corresponding liability amount for a certain day, month, year, or longer period, the institution is in an asset sensitive gap position. In this situation, net interest income would increase if market interest rates rose or decrease if market interest rates fell. If, alternatively, more liabilities than assets will reprice, the institution is in a liability sensitive position. Accordingly, net interest income would decline when rates rose and increase when rates fell. Also, these examples assume that interest rate changes for assets and liabilities are of the same magnitude, whereas actual interest rate changes generally differ in magnitude for assets and liabilities.

Several ways an institution can manage interest-rate risk include selling existing assets or repaying certain liabilities; matching repricing periods for new assets and liabilities, for example, by shortening terms of new loans or securities; and hedging existing assets, liabilities, or anticipated transactions. An institution might also invest in more complex financial instruments intended to hedge or otherwise change interest-rate risk. Interest rate swaps, futures contracts, options on futures, and other such derivative financial instruments often are used for this purpose. Because these instruments are sensitive to interest rate changes, they require management expertise to be effective. The Company has not purchased derivative financial instruments in the past and does not currently intend to purchase such instruments in the near future. Financial institutions are also subject to prepayment risk in falling rate environments. For example, mortgage loans and other financial assets may be prepaid by a debtor so that the debtor may refinance its obligations at new, lower rates. Prepayments of assets carrying higher rates reduce the Company’s interest income and overall asset yields. A large portion of an institution’s liabilities may be short-term or due on demand, while most of its assets may be invested in long-term loans or securities. Accordingly, the Company seeks to have in place sources of cash to meet short-term demands. These funds can be obtained by increasing deposits, borrowing, or selling assets. FHLB advances and wholesale borrowings may also be used as important sources of liquidity for the Company.

Page 45

Civista Bancshares, Inc.

Quantitative and Qualitative Disclosures About Market Risk

Form 10-Q

(Amounts in thousands, except share data)

The following table provides information about the Company’s financial instruments that were sensitive to changes in interest rates as of December 31, 2016 and September 30, 2017, based on certain prepayment and account decay assumptions that management believes are reasonable. The table shows the changes in the Company’s net portfolio value (in amount and percent) that would result from hypothetical interest rate increases of 200 basis points and 100 basis points and an interest rate decrease of 100 basis points at September 30, 2017 and December 31, 2016.

The Company had derivative financial instruments as of December 31, 2016 and September 30, 2017. The changes in fair value of the assets and liabilities of the underlying contracts offset each other. Expected maturity date values for interest-bearing core deposits were calculated based on estimates of the period over which the deposits would be outstanding. The Company’s borrowings were tabulated by contractual maturity dates and without regard to any conversion or repricing dates.

Net Portfolio Value
	September 30, 2017								December 31, 2016
Change in Rates	Dollar Amount		Dollar Change			Percent Change			Dollar Amount		Dollar Change			Percent Change
+200bp		257,937		34,479			15	%		229,366		31,559			16	%
+100bp		246,494		23,036			10	%		219,008		21,201			11	%
Base		223,458		—			—			197,807		—			—
-100bp		221,782		(1,676	)		-1	%		186,624		(11,183	)		-6	%

The change in net portfolio value from December 31, 2016 to September 30, 2017, can be attributed to two factors. While the yield curve has flattened from the end of the year, both the volume and mix of assets and funding sources has changed.  Cash, as it relates to the tax refund processing program, has decreased while the volume of loans and securities have both increased.  This change in the mix of assets tends to increase volatility.  The funding volume and mix has shifted from borrowed money to deposits and CDs, which tends to increase volatility.  The increased volume of loans and securities led to the increase in the base.  Beyond the change in the base level of net portfolio value, projected movements in rates, up or down, would also lead to changes in market values.  The change in the rates up scenarios for both the 100 and 200 basis point movements would lead to a faster decrease in the fair value of liabilities, compared to assets.  Accordingly we would see an increase in the net portfolio value.  However, a downward change in rates would lead to a decrease in the net portfolio value as the fair value of liabilities would increase more quickly than the fair value of assets.

Page 46

Civista Bancshares, Inc.

Controls and Procedures

Form 10-Q

(Amounts in thousands, except share data)

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive and our principal financial officers, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our principal executive and our principal financial officers concluded that our disclosure controls and procedures as of September 30, 2017, were effective.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Page 47

Civista Bancshares, Inc.

Other Information

Form 10-Q

Part II—Other Information

Item 1. Legal Proceedings

There were no new material legal proceedings or material changes to existing legal proceedings during the current period.

Item 1A. Risk Factors

There were no material changes during the current period to the risk factors disclosed in “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

3.1 Amended and Restated Articles of Incorporation of the Company, as filed with the Ohio Secretary of State on December 4, 2015.

3.2 Amended and Restated Code of Regulations of the Company (adopted April 17, 2007).

31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting Officer.

32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 The following materials from Civista Bancshares Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, formatted in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of September 30, 2017 (Unaudited) and December 31, 2016; (ii) Consolidated Statements of Income (Unaudited) for the three and nine months ended September 30, 2017 and 2016; (iii) Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended September 30, 2017 and 2016; (iv) Condensed Consolidated Statement of Shareholders’ Equity (Unaudited) for the nine months ended September 30, 2017; (v) Condensed Consolidated Statement of Cash Flows (Unaudited) for the nine months ended September 30, 2017 and 2016; and (vi) Notes to Interim Consolidated Financial Statements (Unaudited)

Page 48

Civista Bancshares, Inc.

Signatures

Form 10-Q

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.

Civista Bancshares, Inc.

/s/ James O. Miller	November 8, 2017
James O. Miller	Date
President, Chief Executive Officer

/s/ Todd A. Michel	November 8, 2017
Todd A. Michel	Date
Senior Vice President, Controller

Page 49

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

CIVISTA BANCSHARES, INC.

* * * * *

THE UNDERSIGNED, desiring to form a corporation for profit, under Sections 1701.01 et seq. of the Revised Code of Ohio, do hereby certify:

FIRST:  The name of said corporation shall be CIVISTA BANCSHARES, INC.

SECOND:  The place in the State of Ohio where its principal office is to be located is Sandusky, in Erie County.

THIRD:  The purpose for which it is formed are:

To engage in any lawful act or activity for which corporations may be formed under Sections 1701.02 to 1701.98 inclusive of the Ohio Revised Code.

FOURTH:  The authorized number of shares of the Corporation shall be Twenty Million Two Hundred Thousand (20,200,000), consisting of Twenty Million (20,000,000) common shares, each without par value (the “common shares”), and Two Hundred Thousand (200,000) preferred shares, each without par value (the “Preferred shares”).

The directors of the Corporation are hereby authorized to provide for the issuance of, and to issue, one or more series of preferred shares and, in connection with the creation of any such series, to adopt an amendment or amendments to the Articles of the Corporation determining, in whole or in part, the express terms of any such series to the fullest extent now or hereafter permitted under Ohio law, including, but not limited to, determining:  the division of such shares into series and the designation and authorized number of shares of each series; dividend or distribution rights; dividend rate; liquidation rights, preferences and price; redemption rights and price; sinking fund requirements; voting rights; pre-emptive rights; conversion rights; restrictions on the issuance of shares; and other relative, participating,  optional or other special rights and privileges of each such series and the qualifications, limitations or restrictions thereof.  Notwithstanding the foregoing, in no event shall the voting rights of any series of preferred shares be greater than the voting rights of the common shares, except to the extent specifically required with respect to any series of preferred shares which may be designated for issuance to the United States Department of the Treasury under the TARP Capital Purchase Program instituted under the Emergency Economic Stabilizations Act of 2008.  In the event that at any time the directors of the Corporation shall have established and designated one or more series of preferred shares consisting of a number of shares which constitutes less than all of the authorized number of preferred shares, the remaining authorized preferred shares shall be deemed to be shares of an undesignated series of preferred shares until designated by the directors of the Corporation as being part of a series previously established or a new series then being established by the directors.  Without limiting the generality of the foregoing, and subject to the rights of any series of preferred shares then outstanding, the amendment providing for issuance of any series of preferred shares may provide that such series shall be superior or rank equally or be junior to the preferred shares of any other series to the extent permitted by Ohio law.

2407465.v2

SECTION I

EXPRESS TERMS OF FIXED RATE
CUMULATIVE PERPETUAL PREFERRED SHARES, SERIES A

     Part 1. Designation and Number of Shares. There is hereby created out of the authorized and unissued preferred shares of the Corporation a series of preferred shares designated as the “Fixed Rate Cumulative Perpetual Preferred Shares, Series A” (the “Designated Preferred Stock”). The authorized number of shares of Designated Preferred Stock shall be 23,184.

     Part 2. Standard Provisions. The Standard Provisions contained in Annex A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions had been set forth in full herein.

     Part 3. Definitions. The following terms are used in this Section I (including the Standard Provisions in Annex A hereto) as defined below:

     (a) “Common Stock” means the common shares, each without par value, of the Corporation.

     (b) “Dividend Payment Date” means February 15, May 15, August 15 and November 15 of each year.

     (c) “Junior Stock” means the Common Stock, and any other class or series of stock of the Corporation the terms of which expressly provide that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation.

     (d) “Liquidation Amount” means $1,000 per share of Designated Preferred Stock.

     (e) “Minimum Amount” means $5,796,000.

     (f) “Parity Stock” means any class or series of stock of the Corporation (other than Designated Preferred Stock) the terms of which do not expressly provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).

     (g) “Signing Date” means the Original Issue Date.

     Part 4. Certain Voting Matters. Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.

ANNEX A

STANDARD PROVISIONS

     Section 1. General Matters. Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred Stock. The Designated Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Certificate of Designations. The Designated Preferred Stock shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Corporation.

     Section 2. Standard Definitions. As used herein with respect to Designated Preferred Stock:

     (a) “Applicable Dividend Rate” means (i) during the period from the Original Issue Date to, but excluding, the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 5% per annum and (ii) from and after the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 9% per annum.

2

2407465.v2

     (b) “Appropriate Federal Banking Agency” means the “appropriate Federal banking agency” with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

     (c) “Business Combination” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Corporation’s shareholders.

     (d) “Business Day” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

     (e) “Certificate of Designations” means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

     (f) “Charter” means the Corporation’s articles of incorporation or similar organizational document, as the same may be amended from time to time.

     (g) “Dividend Period” has the meaning set forth in Section 3(a).

     (h) “Dividend Record Date” has the meaning set forth in Section 3(a).

     (i) “Liquidation Preference” has the meaning set forth in Section 4(a).

     (j) “Original Issue Date” means the date on which shares of Designated Preferred Stock are first issued.

     (k) “Preferred Director” has the meaning set forth in Section 7(b).

     (l) “Preferred Stock” means any and all series of preferred stock of the Corporation, including the Designated Preferred Stock.

     (m) “Qualified Equity Offering” means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).

     (n) “Regulations” means the regulations of the Corporation, as they may be amended from time to time.

     (o) “Share Dilution Amount” has the meaning set forth in Section 3(b).

     (p) “Standard Provisions” mean these Standard Provisions that form a part of the Certificate of Designations relating to the Designated Preferred Stock.

     (q) “Successor Preferred Stock” has the meaning set forth in Section 5(a).

     (r) “Voting Parity Stock” means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Designations, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

     Section 3. Dividends.

     (a)   Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend

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Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date.

     Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.

     Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

     Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

     (b)   Priority of Dividends. So long as any share of Designated Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred Stock on the applicable record date). The foregoing limitation shall not apply to (i) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan) and consistent with past practice, provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount; (ii) purchases or other acquisitions by a broker-dealer subsidiary of the Corporation solely for the purpose of market-making, stabilization or customer facilitation transactions in Junior Stock or Parity Stock in the ordinary course of its business; (iii) purchases by a broker- dealer subsidiary of the Corporation of capital stock of the Corporation for resale pursuant to an offering by the Corporation of such capital stock underwritten by such broker-dealer subsidiary; (iv) any dividends or distributions of rights or Junior Stock in connection with a shareholders’ rights plan or any redemption or repurchase of rights pursuant to any shareholders’ rights plan; (v) the acquisition by the Corporation or any of its subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Corporation or any of its subsidiaries), including as trustees or custodians; and (vi) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each

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case, solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock. “Share Dilution Amount” means the increase in the number of diluted shares outstanding (determined in accordance with generally accepted accounting principles in the United States, and as measured from the date of the Corporation’s consolidated financial statements most recently filed with the Securities and Exchange Commission prior to the Original Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

     When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the holders thereof on the applicable record date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Designated Preferred Stock (including, if applicable as provided in Section 3(a) above, dividends on such amount) and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors or a duly authorized committee of the Board of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors or a duly authorized committee of the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide written notice to the holders of Designated Preferred Stock prior to such Dividend Payment Date.

     Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of Designated Preferred Stock shall not be entitled to participate in any such dividends.

     Section 4. Liquidation Rights.

     (a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to shareholders of the Corporation, subject to the rights of any creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Corporation ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the “Liquidation Preference”).

     (b) Partial Payment. If in any distribution described in Section 4(a) above the assets of the Corporation or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

     (c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of

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the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.

     (d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 4, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

     Section 5. Redemption.

     (a) Optional Redemption. Except as provided below, the Designated Preferred Stock may not be redeemed prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date. On or after the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption.

     Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption; provided that (x) the Corporation (or any successor by Business Combination) has received aggregate gross proceeds of not less than the Minimum Amount (plus the “Minimum Amount” as defined in the relevant certificate of designations for each other outstanding series of preferred stock of such successor that was originally issued to the United States Department of the Treasury (the “Successor Preferred Stock”) in connection with the Troubled Asset Relief Program Capital Purchase Program) from one or more Qualified Equity Offerings (including Qualified Equity Offerings of such successor), and (y) the aggregate redemption price of the Designated Preferred Stock (and any Successor Preferred Stock) redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by the Corporation (or any successor by Business Combination) from such Qualified Equity Offerings (including Qualified Equity Offerings of such successor).

     The redemption price for any shares of Designated Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.

     (b) No Sinking Fund. The Designated Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred Stock will have no right to require redemption or repurchase of any shares of Designated Preferred Stock.

     (c) Notice of Redemption. Notice of every redemption of shares of Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Designated Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other

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shares of Designated Preferred Stock. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Designated Preferred Stock at such time and in any manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

     (d) Partial Redemption. In case of any redemption of part of the shares of Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

     (e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Corporation, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.

     (f) Status of Redeemed Shares. Shares of Designated Preferred Stock that are redeemed, repurchased or otherwise acquired by the Corporation shall revert to authorized but unissued shares of Preferred Stock (provided that any such cancelled shares of Designated Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Designated Preferred Stock).

     Section 6. Conversion. Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities.

     Section 7. Voting Rights.

     (a) General. The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

     (b) Preferred Stock Directors. Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive, the authorized number of directors of the Corporation shall automatically be increased by two and the holders of the Designated Preferred Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter the “Preferred Directors” and each a “Preferred Director”) to fill such newly created directorships at the Corporation’s next annual meeting of shareholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of shareholders until all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been declared and paid in full at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that

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the election of such Preferred Director shall not cause the Corporation to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Corporation may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

     (c) Class Voting Rights as to Particular Matters. So long as any shares of Designated Preferred Stock are outstanding, in addition to any other vote or consent of shareholders required by law or by the Charter, the vote or consent of the holders of at least 66 2/3% of the shares of Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

     (i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Designations for the Designated Preferred Stock or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Corporation ranking senior to Designated Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Corporation;

     (ii) Amendment of Designated Preferred Stock. Any amendment, alteration or repeal of any provision of the Certificate of Designations for the Designated Preferred Stock or the Charter (including, unless no vote on such merger or consolidation is required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Designated Preferred Stock; or

     (iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or reclassification involving the Designated Preferred Stock, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case (x) the shares of Designated Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such consummation, taken as a whole; provided, however, that for all purposes of this Section 7(c), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights granted by the Corporation to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding shares of the Designated Preferred Stock.

     (d) Changes after Provision for Redemption. No vote or consent of the holders of Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Designated Preferred Stock shall have

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been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.

     (e) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to

time, which rules and procedures shall conform to the requirements of the Charter, the Regulations, and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.

     Section 8. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent for Designated Preferred Stock may deem and treat the record holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

     Section 9. Notices. All notices or communications in respect of Designated Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Charter or Regulations or by applicable law. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of Designated Preferred Stock in any manner permitted by such facility.

     Section 10. No Preemptive Rights. No share of Designated Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

     Section 11. Replacement Certificates. The Corporation shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Corporation of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Corporation.

    Section 12.  Other Rights.  The shares of Designated Preferred stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter as provided by applicable law.

SECTION II

EXPRESS TERMS

OF

6.50% NONCUMULATIVE REDEEMABLE

CONVERTIBLE PERPETUAL PREFERRED SHARES, SERIES B

Section 1. Designation and Amount. There is hereby created out of the authorized and unissued preferred shares of the Corporation a series of preferred shares designated as the “6.50% Noncumulative Redeemable Convertible Perpetual Preferred Shares, Series B” (the “Series B Preferred Shares”). The Series B Preferred Shares shall be perpetual, subject to the provisions of Section 6 hereof. The authorized number of Series B Preferred Shares shall be 25,000 shares, each without par value, having a liquidation preference of $1,000 per share. The number of Series B Preferred Shares may be increased from time to time in accordance with Ohio law and the Amended and Restated Articles of Incorporation of the Corporation (the “Articles”) up to the maximum number of preferred shares authorized to be issued under the Articles, as amended, less all shares at the time authorized of any other series of preferred shares, and any such additional Series B Preferred Shares would form a single series with the Series B Preferred Shares. Outstanding Series B Preferred Shares that are redeemed, purchased or otherwise acquired by the Corporation, or converted into Common Shares, shall be cancelled and shall revert to authorized but unissued preferred shares undesignated as to series.

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Section 2. Definitions. As used herein with respect to the Series B Preferred Shares, in addition to those terms otherwise defined herein, the following terms shall have the following meanings:

(a) “Affiliate” shall mean, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with, such other Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) when used with respect to any Person, means the possession, directly or indirectly, of the power to cause the direction of management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

(b) “BHC Act” shall mean the Bank Holding Company Act of 1956, as amended.

(c) “Business Day” shall mean any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

(d) “CIBC Act” shall mean the Change in Bank Control Act of 1978, as amended.

(e) “Closing Sales Price” shall mean, with respect to a particular day, the closing sale price or, if no closing sale price is reported, the last reported sale price per Common Share (or share or unit of capital stock or other equity interest, as applicable) on such day on the NASDAQ Capital Market or such other national securities exchange or automated quotation system on which the Common Shares are then listed or authorized for quotation or, if the Common Shares are not so listed or authorized for quotation, an amount determined in good faith by the Board of Directors to be the fair value of the Common Shares.

(f) “Common Shares” shall mean the common shares, each without par value, of the Corporation, or any other class of capital stock resulting from (i) successive exchanges or reclassifications of such common shares consisting solely of changes in par value, or from no par value to par value, or (ii) a subdivision, combination, Reorganization Event or similar transaction in which the Corporation is a constituent corporation.

(g) “Conversion Date” shall have the meaning ascribed to such term in Section 8(c) hereof.

(h) “Conversion Price” shall mean, initially, $7.82 per Common Share, subject to adjustment from time to time as set forth in Section 11 hereof.

(i) “Conversion Ratio” shall mean the number of Common Shares into which each Series B Preferred Share may be converted at any time pursuant to and in accordance with Sections 8 or 9, and shall equal the Liquidation Preference divided by the Conversion Price applicable upon such conversion.

(j) “Conversion Right” shall have the meaning ascribed to such term in Section 8(a) hereof.

(k) “Corporation Conversion Notice” shall have the meaning ascribed to such term in Section 9(b) hereof.

(l) “Corporation Conversion Option” shall have the meaning ascribed to such term in Section 9(a) hereof.

(m) “Corporation Conversion Option Date” shall have the meaning ascribed to such term in Section 9(b) hereof.

(n) “Dividend Period” shall have the meaning ascribed to such term in Section 4(b) hereof.

(o) “Dividend Record Date” shall have the meaning ascribed to such term in Section 4(e) hereof.

(p) “Ex-Date” shall mean, when used with respect to any issuance, dividend or distribution giving rise to an adjustment to the Conversion Price pursuant to Section 11, the first date on which the Common Shares or other securities trade without the right to receive the issuance, dividend or distribution.

(q) “Federal Reserve” shall mean the Board of Governors of the Federal Reserve System.

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(r) “Holder” shall mean a holder of record of outstanding Series B Preferred Shares.

(s) “Issue Date” shall mean the original date of issuance of the Series B Preferred Shares.

(t) “Junior Shares” shall mean the Common Shares and any other class or series of capital stock of the Corporation now or hereafter authorized, issued or outstanding that, by its terms, does not expressly provide that it ranks pari passu with or senior to the Series B Preferred Shares with respect to dividend rights and rights upon liquidation, dissolution and winding up of the Corporation.

(u) “Liquidation Parity Shares” shall mean Parity Shares the terms of which expressly provide that it will rank pari passu with the Series B Preferred Shares as to rights upon liquidation, dissolution and winding up of the Corporation.

(v) “Liquidation Preference” shall mean, with respect to each Series B Preferred Share, $1,000, subject to equitable adjustment from time to time pursuant to Section 14(c).

(w) “Market Value” shall mean the average Closing Sale Price of a Common Share for a thirty (30) consecutive Trading Day period prior to the date of measurement.

(x) “Officer” shall mean the Chief Executive Officer, the President, any Vice President, the Treasurer, the Secretary or any Assistant Secretary of the Corporation.

(y) “Officers’ Certificate” shall mean a certificate signed by two duly authorized Officers.

(z) “Opinion of Counsel” shall mean a written opinion from legal counsel acceptable to the Transfer Agent. Such counsel may be an employee of or counsel to the Corporation or the Transfer Agent.

(aa) “Parity Shares” shall mean (i) the Series A Preferred Shares and (ii) any other class or series of capital stock of the Corporation hereafter authorized, issued or outstanding that, by its terms, expressly provides that it ranks pari passu with the Series B Preferred Shares with respect to dividend rights and rights upon liquidation, dissolution and winding up of the Corporation (without regard to whether dividends accrue cumulatively or non-cumulatively).

(bb) “Partial Dividend” shall have the meaning ascribed to such term in Section 4(d) hereof.

(cc) “Person” shall mean any individual, corporation, general partnership, limited partnership, limited liability partnership, joint venture, association, joint-stock corporation, trust, limited liability corporation, unincorporated organization, other entity or government or any agency or political subdivision thereof.

(dd) “Redemption Date” shall have the meaning ascribed to such term in Section 6(b) hereof.

(ee) “Redemption Notice” shall have the meaning ascribed to such term in Section 6(b) hereof.

(ff) “Redemption Price” shall have the meaning ascribed to such term in Section 6(a) hereof.

(gg) “Reorganization Event” shall have the meaning ascribed to such term in Section 7(b)(iii) hereof.

(hh) “Series A Preferred Shares” shall mean the Fixed Rate Cumulative Perpetual Preferred Shares, Series A, of the Corporation.

(ii) “Series B Preferred Shares” shall have the meaning ascribed to such term in Section 1 hereof.

(jj) “Senior Shares” shall mean any class or series of capital stock of the Corporation hereafter authorized, issued or outstanding that, by its terms, expressly provides that it ranks senior to the Series B Preferred Shares with respect to dividend rights or rights upon liquidation, dissolution and winding up of the Corporation.

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(kk) “Series B Dividend Payment Date” shall have the meaning ascribed to such term in Section 4(b).

(ll) “Trading Day” shall mean any day on which the NASDAQ Capital Market (or such other successor national securities exchange or automated quotation system on which the Common Shares are then listed or authorized for quotation) is open for the transaction of business.

(mm) “Transfer Agent” shall mean the Corporation’s duly appointed transfer agent, registrar, redemption, conversion and dividend disbursing agent for the Series B Preferred Shares and transfer agent and registrar for any Common Shares issued upon conversion of the Series B Preferred Shares, or any successor duly appointed by the Corporation.

(nn) “Voting Securities” shall have the meaning ascribed to such term in the BHC Act and any rules or regulations promulgated thereunder

Section 3. Ranking. The Series B Preferred Shares shall rank, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Corporation, (a) senior to all Junior Shares, (b) on parity with all Parity Shares and (c) junior to all Senior Shares.

Section 4. Dividends.

(a) Subject to the rights of any holders of Senior Shares, each Holder shall be entitled to receive, on each Series B Preferred Share held, if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of the Corporation’s net income, retained earnings or surplus related to other capital instruments that qualify as “Tier 1 capital” under applicable banking regulations, noncumulative cash dividends with respect to each Dividend Period at a rate per annum equal to 6.50% of the Liquidation Preference.

(b) If declared by the Board of Directors or a duly authorized committee of the Board of Directors, dividends shall be payable on the Series B Preferred Shares quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on March 15, 2014 (each such date, a “Series B Dividend Payment Date”). In the event that any Series B Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Series B Dividend Payment Date to, but excluding, the next Series B Dividend Payment Date is a “Dividend Period,” provided that the initial Dividend Period shall be the period from and including the Issue Date to, but excluding, the next Series B Dividend Payment Date.

(c) Dividends that are payable on the Series B Preferred Shares in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on the Series B Preferred Shares on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.

(d) In the event that the Board of Directors or a duly authorized committee of the Board of Directors declares a dividend on the Series B Preferred Shares with respect to a Dividend Period in an amount less than the full amount payable to the Holders with respect to such Dividend Period pursuant to Sections 4(a) and 4(b) (such lesser amount, a “Partial Dividend”), such Partial Dividend shall be distributed to the Holders on a pro rata basis with respect to the outstanding Series B Preferred Shares.

(e) Dividends that are payable on the Series B Preferred Shares on any Series B Dividend Payment Date will be payable to Holders of record of Series B Preferred Shares as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Series B Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Series B Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

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(f) Dividends on the Series B Preferred Shares will not be cumulative. If the Board of Directors or a duly authorized committee of the Board of Directors does not declare a dividend on the Series B Preferred Shares in respect of a Dividend Period, then no dividend shall be deemed to have accrued for such Dividend Period, be payable on the applicable Series B Dividend Payment Date or be cumulative, and the Corporation will have no obligation to pay any dividend for that Dividend Period, whether or not the Board of Directors or a duly authorized committee of the Board of Directors declares a dividend for any future Dividend Period with respect to the Series B Preferred Shares or any other class or series of the Corporation’s preferred shares.

(g) So long as any Series B Preferred Shares remain outstanding, unless the full dividends for the most recently completed Dividend Period have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside) on all outstanding Series B Preferred Shares, during a Dividend Period:

(i) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Shares (other than a dividend payable solely in Junior Shares);

(ii) no Junior Shares shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than (A) as a result of a reclassification of Junior Shares for or into other Junior Shares, (B) the exchange or conversion of one Junior Share for or into another Junior Share, (C) through the use of the proceeds of a substantially contemporaneous sale of other Junior Shares, (D) purchases, redemptions or other acquisitions of Junior Shares in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, or (E) the purchase of fractional interests in Junior Shares pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged) nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation; and

(iii) no Parity Shares shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, other than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series B Preferred Shares and such Parity Shares, except by conversion into or exchange for Junior Shares.

(h) When dividends are not paid in full upon the Series B Preferred Shares and Parity Shares, if any, all dividends declared upon Series B Preferred Shares and Parity Shares, if any, will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the Series B Preferred Shares, and accrued dividends, including any accumulations, on Parity Shares, if any, bear to each other for the then-current Dividend Period.

(i) Subject to the foregoing provisions of Section 4(g) and 4(h), and not otherwise, dividends (payable in cash, stock or otherwise), as may be determined by the Board of Directors or a duly authorized committee of the Board of Directors, may be declared and paid on the Common Shares and any other Junior Shares or any Parity Shares from time to time out of any assets legally available for such payment, and the Holders of Series B Preferred Shares shall not be entitled to participate in any such dividend.

(j) Dividends on the Series B Preferred Shares will not be declared, paid or set aside for payment to the extent such act would cause the Corporation to fail to comply with applicable laws and regulations, including applicable capital adequacy guidelines.

(k) Payments of cash for dividends will be delivered to the Holders at their addresses listed in the stock record books maintained by the Transfer Agent.

Section 5. Liquidation Preference.

(a) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, each Holder shall be entitled to receive, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to shareholders of the Corporation, subject to the prior rights of holders of any Senior Shares, the Liquidation Preference for each outstanding Series B Preferred Share held by such Holder, without interest to the date fixed for such liquidation, dissolution or winding up, in preference to the holders of, and before any payment or distribution is made on (or any setting apart for any payment or distribution), any Junior Shares, including, without limitation, on any Common Shares. After the payment to the Holders of the

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Liquidation Preference for each outstanding Series B Preferred Share, such Holders shall not be entitled to convert any Series B Preferred Shares into Common Shares and shall not be entitled to any further participation in distributions of, and shall have no right or claim to, any of the remaining assets of the Corporation in respect of the Series B Preferred Shares.

(b) Neither (i) the sale, lease, exchange or conveyance for cash, securities or other property of all or substantially all the assets of the Corporation (other than in connection with the voluntary or involuntary liquidation, dissolution or winding up of the Corporation) nor (ii) the merger, consolidation or share exchange of the Corporation into or with any other Person shall be deemed to be a liquidation, dissolution or winding up of the Corporation, voluntary or involuntary, for the purposes of this Section 5.

(c) In the event the assets of the Corporation legally available for distribution to the Holders upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 5(a), no such distribution shall be made on account of any Liquidation Parity Shares upon such liquidation, dissolution or winding up of the Corporation unless proportionate distributable amounts shall be paid with equal priority on account of the Series B Preferred Shares, ratably, in proportion to the full distributable amounts for which Holders of the Series B Preferred Shares and holders of any Liquidation Parity Shares are entitled upon such liquidation, dissolution or winding up of the Corporation.

(d) All distributions made with respect to the Series B Preferred Shares in connection with any liquidation, dissolution or winding up of the Corporation shall be made pro rata to the Holders.

Section 6. Redemption.

(a) At any time on or after the sixth anniversary of the Issue Date, the Corporation shall have the right, at its option, to cause all or any portion of the outstanding Series B Preferred Shares to be redeemed, subject to the legal availability of funds therefor, at a price in cash equal to the Liquidation Preference per share, plus an amount in cash equal to any dividends declared and unpaid from the last preceding Dividend Payment Date, without interest (together, the “Redemption Price”).

(b) The Corporation shall furnish written notice of the redemption (the “Redemption Notice”) by issuing a press release for publication on a newswire service, in accordance with the federal securities laws or the rules of any stock exchange on which the Series B Preferred Shares or the Common Shares are then listed or traded, and in any case by first class mail to each Holder not less than 30 nor more than 60 days in advance of the date fixed for such redemption (the “Redemption Date”). In addition to any other information required by applicable law or regulation, the Redemption Notice shall state, as appropriate:

(i) the Redemption Date;

(ii) the total number of Series B Preferred Shares to be redeemed;

(iii) that each outstanding Series B Preferred Share will be redeemed for cash in an amount equal to the Redemption Price;

(iv) that dividends on the Series B Preferred Shares to be redeemed will cease to be payable on the Redemption Date, unless the Corporation defaults in the payment of the Redemption Price;

(v) that the right of the Holders to voluntarily convert Series B Preferred Shares into Common Shares will terminate at the close of business on the Business Day preceding the Redemption Date, unless the Corporation defaults in the payment of the Redemption Price; and

(vi) that if any Series B Preferred Shares held by any Holder are represented by one or more physical certificates, such Holder must surrender to the Corporation or the Transfer Agent, in the manner and at the place or places designated, such physical certificate or certificates representing the Series B Preferred Shares to receive the Redemption Price.

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(c) Each Holder of one or more physical certificates representing Series B Preferred Shares shall surrender such physical certificate or certificates to the Corporation or the Transfer Agent (properly endorsed or assigned for transfer, if the Corporation or the Transfer Agent shall so require and the Redemption Notice shall so state), in the manner and at the place or places designated in the Redemption Notice, and the full Redemption Price for such shares shall be payable in cash on the Redemption Date to the Holder, and each surrendered physical certificate shall be canceled and retired.

(d) In case of any redemption of only part of the Series B Preferred Shares at the time outstanding, the Series B Preferred Shares to be redeemed shall be selected either pro rata, by lot or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which Series B Preferred Shares shall be redeemed from time to time. Notwithstanding anything to the contrary contained herein, if a partial redemption of the Series B Preferred Shares would result in the delisting of the Series B Preferred Shares from any national securities exchange on which the Series B Preferred Shares are then listed, the Corporation may only redeem the Series B Preferred Shares in whole.

(e) On and after the Redemption Date, provided that the Redemption Price has been paid, dividends will no longer be payable on the Series B Preferred Shares called for redemption, such Series B Preferred Shares will no longer be deemed to be outstanding, and the holders of such Series B Preferred Shares will have no rights as shareholders, except the right to receive the Redemption Price, without interest, upon surrender of the certificates, if any, evidencing the Series B Preferred Shares to be redeemed.

(f) Any redemption of the Series B Preferred Shares is subject to receipt by the Corporation of any required prior approval by the Federal Reserve and to the satisfaction of any conditions set forth in the capital guidelines or regulations of the Federal Reserve applicable to redemption of the Series B Preferred Shares.

(g) The Series B Preferred Shares will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Series B Preferred Shares will have no right to require redemption or repurchase of any Series B Preferred Shares.

Section 7. Voting Rights.

(a) The Series B Preferred Shares shall have no voting rights except as set forth in this Section 7 and as otherwise required by Ohio law from time to time. Except as otherwise provided in this Section 7, in exercising any such voting rights, each Holder shall be entitled to one vote for each Series B Preferred Share held by such Holder.

(b) So long as any Series B Preferred Shares remain outstanding, unless a greater percentage shall then be required by law, the affirmative vote or consent of the Holders of at least two-thirds of all of the Series B Preferred Shares at the time outstanding, voting separately as a class, shall be required to:

(i) amend, alter or repeal any provision of the Corporation’s Articles (including the provisions hereof creating the Series B Preferred Shares), if the amendment, alteration or repeal of the Articles would materially and adversely affect the rights, preferences, powers or privileges of the Series B Preferred Shares;

(ii) create, authorize, issue or increase the authorized or issued amount of any class or series of any of the Corporation’s equity securities, or any warrants, options or other rights convertible or exchangeable into any class or series of any of the Corporation’s equity securities, which would constitute Senior Shares or Parity Shares or reclassify any authorized shares of the Corporation into any such shares, or create, authorize or issue any obligation or security convertible into, exchangeable or exercisable for, or evidencing the right to purchase any such shares; or

(iii) enter into or consummate any (A) reclassification of the outstanding Common Shares (other than a change in par value, or from no par value to par value, or from par value to no par value), (B) consolidation, merger or share exchange of the Corporation with or into another Person or any merger, consolidation or share exchange of another Person with or into the Corporation (other than a consolidation, merger or share exchange in which the Corporation is the resulting or surviving Person and which does not result in any reclassification of the outstanding Common Shares), or (C) sale, lease or other disposition to another Person of all or

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substantially all of the assets of the Corporation (computed on a consolidated basis), other than to one or more of the Corporation’s subsidiaries (any of the foregoing, a “Reorganization Event”); provided, however, that the Holders will have no right to vote under this Section 7 regarding the Corporation’s entry into or consummation of a Reorganization Event if, upon the consummation of the Reorganization Event, (I) the Series B Preferred Shares remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (II) such Series B Preferred Shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series B Preferred Shares, taken as a whole.

Notwithstanding the foregoing, except as otherwise required by law, the Corporation may, without the consent of any Holder, (x) authorize, increase the authorized amount of, or issue Parity Shares (provided that dividend rights are noncumulative) and Junior Shares or (y) increase the amount of authorized Series B Preferred Shares or issue any additional Series B Preferred Shares; provided, however, that with respect to clause (x), such Parity Shares or Junior Shares, as the case may be, does not rank senior to the Series B Preferred Shares as to dividend rights or rights upon liquidation, dissolution or winding up of the Corporation.

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series B Preferred Shares shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been set aside by the Corporation for the benefit of the holders of Series B Preferred Shares to effect such redemption.

Section 8. Conversion Rights.

(a) Each Holder shall have the right (the “Conversion Right”), at such Holder’s option, exercisable at any time and from time to time from the Issue Date, to convert, subject to the terms and provisions of Section 6 and this Section 8, any or all of such Holder’s Series B Preferred Shares (including any fraction thereof) into such whole number of Common Shares per Series B Preferred Share as is equal to the Conversion Ratio in effect on the date of conversion, plus cash in lieu of any fractional Common Share as provided in Section 10. Notwithstanding anything to the contrary set forth herein, each Holder shall be entitled to convert Series B Preferred Shares pursuant to this Section 8, or receive Common Shares upon any such conversion, to the extent (but only to the extent) that such conversion or receipt would not cause or result in such Holder and its Affiliates, collectively, being deemed to own, control or have the power to vote, for purposes of the BHC Act or the CIBC Act, and any rules and regulations promulgated thereunder, 10% or more of any class of Voting Securities of the Corporation outstanding at such time (it being understood, for the avoidance of doubt, that no Security shall be included in any such percentage calculation to the extent that it cannot by its terms be converted into or exercised for Voting Securities by such Holder or its Affiliates at the time of such measurement or transfer).

(b) A Holder of Series B Preferred Shares must complete each of the following procedures to exercise the Conversion Right:

(i) complete, manually sign and deliver to the Transfer Agent a written notice in the form provided by the Transfer Agent indicating that the Holder elects to convert the number of such Holder’s Series B Preferred Shares (including any fraction thereof) specified in such notice;

(ii) If the Series B Preferred Shares that the Holder wishes to convert are represented by one or more physical certificates, surrender such physical certificate(s) to the Transfer Agent;

(iii) if required by the Corporation or the Transfer Agent, furnish appropriate endorsements and transfer documents; and

(iv) if required, pay all transfer or similar taxes.

(c) The date on which a Holder complies with the applicable procedures set forth in Section 8(b) is the “Conversion Date.” Immediately prior to the close of business on the Conversion Date, each converting Holder shall be deemed to be the holder of record of Common Shares issuable upon conversion of such Holder’s Series B Preferred Shares notwithstanding that the share register of the Corporation shall then be closed or that, if applicable,

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physical certificates representing such Common Shares shall not then be actually delivered to such Holder. On the Conversion Date, all rights of any Holder with respect to the Series B Preferred Shares so converted, including the rights, if any, to receive distributions of the Corporation’s assets (including, but not limited to, the Liquidation Preference) or notices from the Corporation, will terminate, except only for the rights of any such Holder to (i) receive physical certificates (if applicable) for the number of fully paid and non-assessable whole Common Shares into which such Series B Preferred Shares have been converted and cash in lieu of any fractional share as provided in Section 10, and (ii) exercise the rights to which such Holder is entitled as a holder of Common Shares into which such Series B Preferred Shares have been converted.

(d) The Transfer Agent shall, on a Holder’s behalf, convert the Series B Preferred Shares into Common Shares, in accordance with the terms of the notice delivered by such Holder described in clause Section 8(b)(i) above. The Common Shares and cash in lieu of any fractional share due to a Holder surrendering physical certificates shall be delivered to the Holder and each surrendered physical certificate shall be canceled and retired. In the event that the Holders shall not by written notice designate the name in which Common Shares and/or cash, securities or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of Series B Preferred Shares should be registered or paid or the manner in which such shares should be delivered, the Corporation shall be entitled to register and deliver such shares, and make such payment, in the name of the Holders and in the manner shown on the records of the Corporation.

(e) If the Conversion Date occurs on or before the close of business on a Dividend Record Date, the Holder shall not be entitled to receive any portion of the dividend declared on such converted Series B Preferred Shares and paid or payable on the corresponding Dividend Payment Date.

(f) If the Conversion Date occurs after a Dividend Record Date but prior to the corresponding Series B Dividend Payment Date, the Holder on the Dividend Record Date shall receive on that Dividend Payment Date dividends declared and paid on those Series B Preferred Shares, notwithstanding the conversion of those Series B Preferred Shares prior to that Dividend Payment Date, because that Holder shall have been the Holder of record on the corresponding Dividend Record Date. However, at the time that such holder surrenders the Series B Preferred Shares for conversion, the holder shall pay to the Corporation an amount equal to the dividend that has been paid, or will be paid, on the related Series B Dividend Payment Date.

(g) A Holder of Series B Preferred Shares on a Dividend Record Date who exercises such Holder’s Conversion Right and converts such Series B Preferred Shares into Common Shares on or after the corresponding Dividend Payment Date shall be entitled to receive the dividend declared on such Series B Preferred Shares and paid or payable on such Series B Dividend Payment Date, and the converting Holder need not include payment of the amount of such dividend upon surrender for conversion of those Series B Preferred Shares.

(h) The Corporation shall reserve out of its authorized but unissued Common Shares, sufficient Common Shares to provide for the conversion of Series B Preferred Shares from time to time as such Series B Preferred Shares are presented for conversion. The Corporation shall take all action necessary so that all Common Shares that may be issued upon conversion of Series B Preferred Shares will upon issue be validly issued, fully paid and nonassessable, and free from all liens and charges in respect of the issuance or delivery thereof.

(i) If any Series B Preferred Shares are to be redeemed by the Corporation pursuant to Section 6 or to be converted by the Corporation pursuant to Section 9, such Holder’s right to voluntarily convert such Holder’s Series B Preferred Shares as provided in this Section 8 shall terminate at 5:00 p.m., New York City time, on the Trading Day immediately preceding the date fixed for redemption or the Corporation Conversion Option Date, as the case may be, and dividends on the Series B Preferred Shares will thereafter cease to be payable and all other rights of the Holders will terminate, except for the right to receive the Redemption Price or Common Shares and cash in lieu of fractional shares, as the case may be.

Section 9. Corporation Conversion Option.

(a) At any time on or after the sixth anniversary of the Issue Date, the Corporation shall have the option to require the Holders to convert all of the outstanding Series B Preferred Shares into that number of Common Shares that are issuable at the Conversion Ratio then in effect (the “Corporation Conversion Option”). The Corporation may

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exercise the Corporation Conversion Option only if: (i) the Closing Sale Price equals or exceeds 120% of the Conversion Price then in effect for at least 20 Trading Days in a period of 30 consecutive Trading Days (including the last Trading Day of such period) ending on the fifth Trading Day immediately prior to the Corporation’s issuance of a press release announcing its intent to exercise the Corporation Conversion Option on the Series B Preferred Shares in accordance with Section 9(b); and (ii) the Corporation has declared and paid full dividends for four consecutive quarters prior to the issuance of such press release.

(b) To exercise the Corporation Conversion Option pursuant to this Section 9, the Corporation shall issue a press release for publication on a newswire service in accordance with the federal securities laws or the rules of any stock exchange on which the Series B Preferred Shares or the Common Shares are then listed or traded, and in any case by first class mail to each Holder, providing the relevant information to the public prior to the opening of business on the fifth Trading Day following any date on which the conditions set forth in Section 9(a) shall have been satisfied, announcing the Corporation’s intention to exercise the Corporation Conversion Option. The Corporation shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders (not more than ten Trading Days after the date of the press release) of the exercise of the Corporation Conversion Option announcing the Corporation’s intention to convert the Series B Preferred Shares (“Corporation Conversion Notice”). The conversion date (the “Corporation Conversion Option Date”) shall be on the date that the Corporation issues such press release, and the date of the issuance of the press release shall be the record date for such conversion. In addition to any information required by applicable law or regulation, the press release and the Corporation Conversion Notice shall state, as appropriate:

(i) the Corporation Conversion Option Date;

(ii) the number of Common Shares to be issued upon conversion of each Series B Preferred Share; and

(iii) that dividends on the Series B Preferred Shares to be converted shall cease to accrue for that Dividend Period on the Corporation Conversion Option Date.

(c) Upon exercise of the Corporation Conversion Option and the surrender of Series B Preferred Shares by a Holder thereof, the Corporation shall issue and shall deliver or cause to be issued and delivered to such Holder, or to such other Person on such Holder’s written order (i) certificates representing the number of validly issued, fully paid and non-assessable whole Common Shares to which a Holder of Series B Preferred Shares being converted, or a Holder’s transferee, shall be entitled and (ii) cash in lieu of any fractional Common Share as provided in Section 10.

(d) Each conversion shall be deemed to have been made at the close of business on the Corporation Conversion Option Date so that the rights of the Holder shall cease except for the right to receive the number of fully paid and non-assessable Common Share at the Conversion Ratio (subject to adjustment in accordance with the provisions of Section 11), and cash in lieu of fractional shares as provided in Section 10, and the Person entitled to receive Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time.

(e) If the Corporation exercises the Corporation Conversion Option and the Corporation Conversion Option Date is a date that is prior to the close of business on any Dividend Record Date, the Holder shall not be entitled to receive any portion of the dividend payable for such Dividend Period on such converted shares on the corresponding Dividend Payment Date.

(f) If the Corporation exercises the Corporation Conversion Option and the Corporation Conversion Option Date is a date that is after the close of business on any Dividend Record Date and prior to the close of business on the corresponding Dividend Payment Date, all dividends for that Dividend Period with respect to the Series B Preferred Shares called for conversion on such date shall be payable on such Dividend Payment Date to the record holder of such shares on such record date.

Section 10. No Fractional Shares Upon Conversion. No fractional Common Shares or securities representing fractional Common Shares shall be issued upon any conversion of any Series B Preferred Shares. If more than one Series B Preferred Share held by the same Holder shall be subject to conversion at one time, the number of whole Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate Liquidation Preference of all of such Series B Preferred Shares as of the conversion date. If the conversion of one or more Series

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B Preferred Shares results in a fraction of a Common Share, an amount equal to such fraction multiplied by the Market Value shall be paid to such Holder in cash by the Corporation.

Section 11. Anti-Dilution Adjustments.

(a) Any adjustment to the Conversion Price shall result in a change in the Conversion Ratio. The Conversion Price shall be subject to the following adjustments; provided, however, that notwithstanding anything to the contrary set forth herein, any adjustment to the Conversion Price to be made pursuant to this Section 11 shall be made to the extent (but only to the extent) that such adjustment would not cause or result in any Holder and its Affiliates, collectively, being deemed to own, control or have the power to vote, for purposes of the BHC Act or the CIBC Act and any rules and regulations promulgated thereunder, Voting Securities which (assuming, for this purpose only, full conversion and/or exercise of all such securities) would represent 10% or more of any class of Voting Securities of the Corporation outstanding at such time; provided, further, however, that any adjustment (or portion thereof) prohibited pursuant to this Section 11(a) shall be postponed and implemented on the first date on which such implementation would not result in the condition described above in this Section 11(a):

(i) Dividends and Distributions of Common Shares. If the Corporation pays dividends or other distributions on the Common Shares in Common Shares, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time, on the Trading Day immediately prior to the Ex-Date for such dividend or distribution by the following fraction:

OS₀

OS₁

Where,

OS0	=	the number of Common Shares outstanding immediately prior to Ex-Date for such dividend or distribution.
OS1	=	the sum of the number of Common Shares outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of Common Shares constituting such dividend or distribution.

The adjustment pursuant to this clause (i) shall become effective at 9:00 a.m., New York City time on the Ex-Date for such dividend or distribution. For the purposes of this clause (i), the number of Common Shares at the time outstanding shall not include shares held in treasury by the Corporation. If any dividend or distribution described in this clause (i) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared.

(ii) Subdivisions, Splits and Combination of Common Shares. If the Corporation subdivides, splits or combines the Common Shares, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time, on the Trading Day immediately prior to the effective date of such subdivision, split or combination by the following fraction:

OS₀

OS₁

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Where,

OS0	=	the number of Common Shares outstanding immediately prior to the effective date of such subdivision, split or combination.
OS1	=	the number of Common Shares outstanding immediately after the opening of business on the effective date of such subdivision, split or combination.

The adjustment pursuant to this clause (ii) shall become effective at 9:00 a.m., New York City time on the effective date of such subdivision, split or combination. For the purposes of this clause (ii), the number of Common Shares at the time outstanding shall not include shares held in treasury by the Corporation. If any subdivision, split or combination described in this clause (ii) is announced but the outstanding Common Shares are not subdivided, split or combined, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to subdivide, split or combine the outstanding Common Shares, to such Conversion Price that would be in effect if such subdivision, split or combination had not been announced.

(iii) Issuance of Stock Purchase Rights. If the Corporation issues to all holders of the Common Shares rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, to subscribe for or purchase the Common Shares at less than the Market Value on the date fixed for the determination of shareholders entitled to receive such rights or warrants, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time, on the Trading Day immediately prior to the Ex-Date for such issuance by the following fraction:

OS₀ + Y

OS₀ + X

Where,

OS0	=	the number of Common Shares outstanding immediately prior to the Ex-Date for such distribution.
X	=	the total number of Common Shares issuable pursuant to such rights or warrants.

Y = the number of Common Shares equal to the aggregate price payable to exercise such rights or warrants divided by the Market Value as of the date immediately prior to the Ex-Date for such distribution.

Any adjustment pursuant to this clause (iii) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuance. For the purposes of this clause (iii), the number of Common Shares at the time outstanding shall not include shares held in treasury by the Corporation. The Corporation shall not issue any such rights or warrants in respect of Common Shares held in treasury by the Corporation. In the event that such rights or warrants described in this clause (iii) are not so issued, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not fully exercised prior to their expiration or Common Shares are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Conversion Price shall be readjusted to such Conversion Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of Common Shares actually delivered. In determining the aggregate exercise price payable for such Common Shares, there shall be taken into account any cash and non-cash consideration received for such rights or warrants and the value of any such non-cash consideration shall be reasonably determined by the Board of Directors.

(iv) Debt or Asset Distributions. If the Corporation distributes to all holders of Common Shares evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or

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distribution referred to in clause (i) above, any rights or warrants referred to in clause (iii) above, any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, and any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of certain spinoff transactions as described below), then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time, on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction:

SP₀ - FMV

SP₀

Where,

SP0	=	the Market Value per Common Share on such date.
FMV	=	the fair market value of the portion of the distribution applicable to one Common Share on such date as reasonably determined by the Board of Directors.

In a “spin-off”, where the Corporation makes a distribution to all holders of Common Shares consisting of capital stock of any class or series, or similar equity interests of, or relating to, a subsidiary or other business unit, the Conversion Price will be adjusted on the 15^th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15^th Trading Day by the following fraction:

MP₀

MP₀ + MP_S

Where,

MP0	=	the average of the Closing Sales Prices of the Common Shares over the first 10 Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution.
MPS	=	the average of the Closing Sales Prices of the capital stock or equity interests representing the portion of the distribution applicable to one Common Share over the first 10 Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution.

Any adjustment pursuant to this clause (iv) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such distribution. In the event that such distribution described in this clause (iv) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such distribution had not been declared.

(v) Cash Distributions. If the Corporation makes a distribution consisting exclusively of cash to all holders of Common Shares, excluding (a) any cash dividend on the Common Shares to the extent a corresponding cash dividend is paid on the Series B Preferred Shares pursuant to Section 4(b), (b) any cash that is distributed in a Reorganization Event or as part of a “spin-off” referred to in clause (iv) above, (c) any dividend or distribution in connection with the Corporation’s liquidation, dissolution or winding up, and (d) any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, then in each event, the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time, on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction:

SP₀ - DIS

SP₀

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2407465.v2

Where,

SP0	=	the Closing Sales Price per Common Share on the Trading Day immediately preceding the Ex-Date.
DIS	=	the amount per Common Share of the distribution.

Any adjustment pursuant to this clause (v) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such dividend or distribution. In the event that any distribution described in this clause (v) is not so made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such distribution, to the Conversion Price which would then be in effect if such distribution had not been declared.

(vi) Self Tender Offers and Exchange Offers. If the Corporation or any of its subsidiaries successfully completes a tender or exchange offer for the Common Shares where the cash and the value of any other consideration included in the payment per Common Share exceeds the Closing Sales Price per Common Share on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time, on the expiration date of the offer by the following fraction:

OS₀ * SP₀

AC + (SP₀ * OS₁)

Where,

SP0	=	the Closing Sales Price per Common Share on the Trading Day immediately succeeding the expiration of the tender or exchange offer.
OS0	=	the number of Common Shares outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn.
OS1	=	the number of Common Shares outstanding immediately after the expiration of the tender or exchange offer.
AC	=	the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined by the Board of Directors.

Any adjustment made pursuant to this clause (vi) shall become effective immediately prior to 9:00 a.m., New York City time, on the Trading Day immediately following the expiration of the tender or exchange offer. For the purposes of this clause (vi), the number of Common Shares at the time outstanding shall not include shares held in treasury by the Corporation. In the event that the Corporation or one of its subsidiaries is obligated to purchase Common Shares pursuant to any such tender offer or exchange offer, but the Corporation or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Price shall be readjusted to be such Conversion Price that would then be in effect if such tender offer or exchange offer had not been made.

(vii) Rights Plans. To the extent that the Corporation has a rights plan in effect with respect to the Common Shares on any Conversion Date, upon conversion of any Series B Preferred Shares, the Holders will receive, in addition to the Common Shares, the rights under the rights plan, unless, prior to such Conversion Date, the rights have separated from the Common Shares, in which case the Conversion Price will be adjusted at the time of separation as if the Corporation had made a distribution to all holders of Common Shares as described in clause (iv) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

(b) (i) All adjustments to the Conversion Price shall be calculated to the nearest 1/10th of a cent. No adjustment in the Conversion Price shall be required if such adjustment would be less than $0.01; provided that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, further, that on any Conversion Date adjustments to the

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Conversion Price will be made with respect to any such adjustment carried forward and which has not been taken into account before such date.

(ii) No adjustment to the Conversion Price shall be made if the Holders may participate in the transaction that would otherwise give rise to an adjustment, as a result of holding the Series B Preferred Shares (including without limitation pursuant to Section 4(b) hereof), without having to convert the Series B Preferred Shares, as if they held the full number of Common Shares into which a Series B Preferred Share may then be converted.

(c) Whenever the Conversion Price is to be adjusted in accordance with Section 11(a), the Corporation shall: (i) compute the Conversion Price in accordance with Section 11(a), taking into account the $0.01 threshold set forth in Section 11(c) hereof; (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Conversion Price pursuant to Section 11(a), taking into account the $0.01 threshold set forth in Section 11(b) hereof (or if the Corporation is not aware of such occurrence, as soon as practicable after becoming so aware), provide, or cause to be provided, a written notice to the Holders of the occurrence of such event; and (iii) as soon as practicable following the determination of the revised Conversion Price in accordance with Section 11(a) hereof, provide, or cause to be provided, a written notice to the Holders setting forth in reasonable detail the method by which the adjustment to the Conversion Price was determined and setting forth the revised Conversion Price.

(d) In the event of any Reorganization Event, each Series B Preferred Share thereafter remaining outstanding, if any, shall thereafter, without the consent of any Holder, become convertible at any time, at the option of the Holder thereof, or pursuant to and in accordance with the Corporation Conversion Option, only into the kind and amount of securities (of the Corporation or another issuer), cash and other property receivable upon such Reorganization Event by a holder of the number of Common Shares into which such Series B Preferred Share could have been converted immediately prior to such Reorganization Event, after giving effect to any adjustment event. The provisions of this Section 11(d) and any equivalent thereof in any such securities similarly shall apply to successive Reorganization Events. None of the provisions of this Section 11(d) shall affect the right of a Holder to convert the Holder’s Series B Preferred Shares into Common Shares prior to the effective date of a Reorganization Event.

Section 12. Form. Series B Preferred Shares may be issued in the form of physical certificates or in book entry form through the direct registration system of the Transfer Agent.

Section 13. No Preemptive Rights. The holders of Series B Preferred Shares shall have no preemptive rights with respect to any shares of the Corporation’s capital stock or any of its other securities convertible into or carrying rights or options to purchase any such capital stock.

Section 14. Other Provisions.

(a) With respect to any notice to a Holder required to be provided hereunder, such notice shall be mailed to the registered address of such Holder, and neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular Holder shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other Holders or affect the legality or validity of any redemption, conversion, distribution, rights, warrant, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, winding up or other action, or the vote upon any action with respect to which the Holders are entitled to vote. All notice periods referred to herein shall commence on the date of the mailing of the applicable notice. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder receives the notice.

(b) The Liquidation Preference and the annual dividend rate set forth in Section 4(a) shall be subject to adjustment whenever there shall occur a stock split, combination, reclassification or other similar event involving Series B Preferred Shares. Such adjustments shall be made in such manner and at such time as the Board of Directors of the Corporation in good faith determines to be equitable in the circumstances, any such determination to be evidenced in a resolution. Upon any such equitable adjustment, the Corporation shall promptly deliver to the Transfer Agent and each Holder an Officers’ Certificate attaching and certifying the resolution of the Board of Directors, describing in reasonable detail the event requiring the adjustment and the method of calculation thereof

23

2407465.v2

and specifying the increased or decreased Liquidation Preference or annual dividend rate in effect following such adjustment.

(c) All issued Series B Preferred Shares shall be deemed outstanding except (i) from any redemption date as set forth in the Redemption Notice, all Series B Preferred Shares that have been called for redemption on that Redemption Date; (ii) from the date of surrender of certificates representing Series B Preferred Shares, all Series B Preferred Shares converted into Common Shares; and (iii) from the date of registration of transfer, all Series B Preferred Shares held of record by the Corporation or any subsidiary of the Corporation.

(d) In case, at any time while any of the Series B Preferred Shares are outstanding:

(i) The Corporation shall declare a dividend (or any other distribution) on its Common Shares or any other Junior Shares;

(ii) The Corporation shall authorize the issuance to all holders of its Common Shares or any Junior Shares of rights or warrants to subscribe for or purchase Common Shares or of any other subscription rights or warrants;

(iii) There is any Reorganization Event; or

(iv) There is a voluntary or involuntary dissolution, liquidation or winding up of the Corporation;

then the Corporation shall cause to be mailed to the Transfer Agent, if any, for Series B Preferred Shares and the Transfer Agent shall cause to be mailed to the Holders of the outstanding Series B Preferred Shares at their respective addresses as they appear on the books of the Corporation, at least ten (10) days before the date hereinafter specified (or the earlier of the dates herein specified, in the event that more than one date is specified), a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares of record to be entitled to such dividend, distribution, rights or warrants are to be determined, (ii) the date on which any such Reorganization Event, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their shares for the applicable consideration, deliverable upon such Reorganization Event, dissolution, liquidation or winding up or (iii) the date after which the Series B Preferred Shares may be converted into Common Shares at the option of the Holder pursuant to Section 8(a) hereof.

(e) The headings of the various sections and subsections contained herein are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

(f) Except as may otherwise be required by law, the Series B Preferred Shares shall not have any powers, designations, preferences and relative, participating, optional or other special rights, other than those specifically set forth in this Section II of the Articles.

FIFTH:  The following provisions are hereby agreed to for the purpose of defining, limiting and regulating the exercise of the authority of the Corporation, or of the directors, or of all of the shareholders:

The Board of Directors is expressly authorized to set apart out of any of the funds of the Corporation available (or dividends in reserve or reserves for any proper purpose or to abolish any such reserve in the manner in which it was created, and to purchase on behalf of the Corporation any shares issued by it to the extent of the surplus of the aggregate of its assets over the aggregate of its liabilities plus stated Capital.

The Corporation may in its regulations confer powers upon its board of directors in addition to the powers and authorities conferred upon it expressly by Section 1701.01 et seq. of the Revised Code of Ohio.

Any meeting of the shareholders or the board of directors may be held at any place within or without the State of Ohio in the manner provided for in the regulations of the Corporation.

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Subject to Article SEVENTH, any amendments to the Articles may be made from time to time, and any proposal or proposition requiring the action of shareholders may be authorized from time to time by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Corporation.

SIXTH:  

Evaluation of Business Combinations.

In connection with the exercise of its judgment in determining what is in the best interest of the Corporation and its shareholders when evaluating a Business Combination or a proposal by another Person or Persons to make a Business Combination or a tender exchange offer or a proposal by another Person or Persons to make tender exchange offer, the Board of Directors of the Corporation shall, in addition to considering the adequacy of the amount to be paid in connection with any such transaction, consider all the following factors and any other factors which it deems relevant:  (i) the social and economic aspects of the transaction on the Corporation and its subsidiaries, employees, depositors, loan and other  customers, creditors and other elements of the communication in which the Corporation and its subsidiaries operate or are located; (ii) the business and financial conditions and earnings prospects of the acquiring Person or Persons, including, but not limited to, debt service and other existing or likely financial obligations of the acquiring Person or Persons, and the possible effect of such conditions upon the Corporation and its subsidiaries operate or are located, and (iii) the competence, experience, and integrity of the acquiring Person or Persons and its or their management.

Therefore, the affirmative vote of the holders of not less than eighty percent (80%) of the Voting Stock shall be required for the approval or Authorization of any Business Combination with a Related Person, or any Business Combination  in which a Related Person has an interest (except proportionately as a shareholder); provided, however, that the eighty percent (80%) voting requirement shall not be applicable if (i)  the Continuing Directors, who at the time constitute at least a majority of the entire Board of Directors of the Corporation, have expressly  approved the Business Combination by at least a two-thirds (2/3) vote of such Continuing Directors, or (ii) all of the following are satisfied:

(A)  The Business Combination is a major or consolidation and cash fair market value of property, securities or other consideration to be received per share by holders of Common Stock of the Corporation (other than such Related Person) in the Business Combination is at least equal in value to such Related Person’s Highest Purchase Price;

(B)  After such Related Person has become the Beneficial Owner of not less than ten percent (10%) of the Voting Stock of the Corporation and prior to the consummation of such Business Combination, such Related Person shall not become the Beneficial Owner of any additional shares of Voting Stock or securities convertible into Voting Stock, except (i) as part of the transaction which resulted in such Related person becoming the Beneficial Owner of not less than ten percent (10%) of the Voting Stock or (ii) as a result of a pro rata stock dividend or stoct split; and

(C)  Prior to the consummation of such Business Combination, such Related Person shall not have, directly or indirectly, (i) received the benefit (except proportionately as a shareholder) of any loan, advances, guarantees, pledges, or other financial assistance or tax credits provided by the Corporation of any of its subsidiaries, or (ii) caused by any material change in the Corporation’s business or equity capital structure, including the issuance of shares of capital stock of the Corporation to any third party.

For the Purpose of This Article

(i) The Term “Business Combination” shall mean (a) any merger or consolidation involving the Corporation or a subsidiary of the Corporation, (b) any sale, lease, exchange, transfer or other disposition (in one transaction or a series of transactions), including without limitation a mortgage or any other security device, of all or any Substantial Part of the assets either of the Corporation or of a subsidiary of a Corporation, (c) any sale, lease, exchange, transfer or other disposition of all or any Substantial Part of the assets of an entity to the Corporation  or a subsidiary of the corporation, (d) the issuance, sale, exchange, transfer or other disposition by the Corporation or a

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subsidiary of the Corporation of any Corporation, (e) any recapitalization or reclassification of the Corporation’s securities (including, without limitation, any reverse stock split) or other transaction that would have the effect of increasing the voting power of a Related Person, (f) if any liquidation, spin-off, split-up, or dissolution of the Corporation, and (g) any Agreement, contract or other arrangement providing for any of the transactions described in this definition of Business Transaction.

(ii) the terms “Related Person” shall (a) mean and include any individual, corporation, partnership, group, association or other person or entity which, together with is Affiliates and the Associates, is the Beneficial Owner of not less than ten percent (10%) of the voting stock of the corporation (1) at the time the definitive agreement providing for the Business Combination (including any amendment thereof ) was entered into (2) at the time a resolution approving the Business Combination was adopted by the Board of Directors of the Corporation, or (J) as of the record state for the determination of Shareholders entitled to notice of and to vote on, or consent to, the Business Combination, and (b) shall mean and include any Affiliate or Associate of any such individual, corporation, partnership, group, association or other person or entity; provided, however, and notwithstanding anything to the foregoing to the contrary, the term “Related Person” shall not include the Corporation, a wholly owned subsidiary of the Corporation, or any trustee of, or fiduciary with respect to, any such plan when acting in such capacity.

(iii) The term “Beneficial Owner: shall be defined by reference to Rule 13d-3 under the Securities Exchange Act of 1934, as in effect on March 1, 1994; provided, however, and without limitation, any individual, corporation, partnership, group. Association or other person or entity which has the right to acquire any Voting Stock at any time in the future, whether such right is contingent or absolute, pursuant to any agreement, arrangement or understanding upon exercise of the rights, warrants or options, or otherwise, shall be beneficial owner of such Voting Stock.

(iv)  The term “Highest Purchase Price” shall mean the highest amount of consideration paid by such Related Person for a share of Common Stock of the Corporation paid by such Related Person for a share of Common Stock of the corporation within two (2) years prior to the date such Related Person became the Beneficial Owner of not less than ten percent (10%) of the Voting Stock; and if such stock is not listed on any principal exchange, the highest closing bid quotation with respect to a share of stock during the thirty (30) day period preceding the date in questions—of if no quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board in good faith.

(v)  The term “Voting Stock” shall mean all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for the purpose of this Article as one class; provided however, that if the Corporation has shares of Voting Stock entitled to more or less than one vote for any such share, each reference to a proportion of shares of Voting Stock shall be deemed to refer to such proportion of the votes entitled to be cast by such shares.

(vi)  The term “Continuing Director” shall mean a director who either was a member of the Board of Directors of the Corporation prior to the time such Related Person became a Related Person or who subsequently became a director of the Corporation and whose election, or nomination for election by the Corporation’s Stockholder, was approved by a vote of at least three-quarters (3/4) of the Continuing Directors then of the Board.

SEVENTH:  No amendment of these Articles shall be effective to amend, alter, repeal or change the effect of any of the provisions of Article SIXTH unless such amendment shall receive the affirmative vote of the holders of at least eighty (80%) of the outstanding common shares of the Corporation entitled to vote thereon provided, however, that such voting requirement shall not be applicable to the approval of such an amendment if such amendment shall have been proposed and authorized by action of the Board of Directors of the Corporation by the affirmative vote of at least a two-thirds (2/3) vote of the Continuing Directors.

EIGHTH:  The Corporation shall have the power to indemnify its present and past directors, officers, employees and agents, and such other persons as it shall have powers to indemnity, to the full extent permitted under, and subject to the limitations of, Title 17 of the Ohio Revised Code.

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The Corporation may, upon the affirmative vote of a majority of its Board of Directors, purchase insurance for the purpose of indemnifying its directors, officers, employees and agents to the extent that such indemnification is allowed in the preceding paragraph.

NINTH: Except as may be specifically designated by the Board of Directors, no holder of shares of the corporation of any class, as such, shall have the pre-emptive right to subscribe for or to purchase any shares of any class of the corporation or any other securities of the corporation, including any warrant, right or option to subscribe for or purchase any share or other security, whether such share or security of such class is now or hereafter authorized.

TENTH: No holder of shares of the corporation of any class, as such, shall have any right to cumulate the voting power in respect of those shares in the election of directors, and the right to cumulate the voting power of the holder as provided in Section 1701.55 of the Ohio Revised Code is hereby specifically denied to all holders of shares of any class of the corporation.

ELEVENTH: These Amended and Restated Articles of Incorporation supersede and take the place of the existing Articles of Incorporation and all amendments thereto.

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EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

CODE OF REGULATIONS

OF

FIRST CITIZENS BANC CORP

AMENDED AND RESTATED

CODE OF REGULATIONS

OF

FIRST CITIZENS BANC CORP

Table of Contents

			Page
ARTICLE I – Offices			3
	Section 1.	Principal Office	3
	Section 2.	Other Offices	3
ARTICLE II – Meetings of Shareholders			3
	Section 1.	Annual Meeting	3
	Section 2.	Special Meetings	3
	Section 3.	Place of Meetings	3
	Section 4.	Notice of Meetings	3
	Section 5.	Waiver of Notice	4
	Section 6.	Quorum	4
	Section 7.	Advance Notice of Shareholder Proposals	4
	Section 8.	Action Without Meeting	4
ARTICLE III – Directors			5
	Section 1.	Number and Term	5
	Section 2.	Nominations	5
	Section 3.	Removal	6
ARTICLE IV – Meeting and Compensation of Directors			6
	Section 1.	Meetings of the Board	6
	Section 2.	Quorum	7
	Section 3.	Action Without Meeting	7
	Section 4.	Compensation	7
	Section 5.	By-Laws	7
ARTICLE V – Committees			7
	Section 1.	Executive Committees	7
	Section 2.	Other Committees	7
ARTICLE VI – Officers			7
	Section 1.	General Provisions	7
	Section 2.	Term of Office	8
ARTICLE VII – Duties of Officers			8
	Section 1.	Chairman of the Board	8
	Section 2.	Vice Chairman of the Board	8
	Section 3.	President	8
	Section 4.	Vice Presidents	9
	Section 5.	Secretary	9
	Section 6.	Treasurer	9

	Section 7.	Assistant and Subordinate Officers	9
	Section 8.	Duties of Officers May Be Delegated	9
ARTICLE VIII – Indemnification			10
ARTICLE IX – Certificates For Shares			10
	Section 1.	Form and Execution	10
	Section 2.	Lost, Mutilated or Destroyed Certificates	11
	Section 3.	Registered Shareholders	11
ARTICLE X – Fiscal Year			11
ARTICLE XI – Amendments			11

AMENDED AND RESTATED

CODE OF REGULATIONS

OF

FIRST CITIZENS BANC CORP

ARTICLE I

Offices

Section 1.Principal Office.The principal office of the Corporation shall be at such place in the City of Sandusky, Ohio, as may be designated from time to time by the Board of Directors.

Section 2.Other Offices.The Corporation shall also have offices at such other places without, as well as within, the State of Ohio, as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1.Annual Meeting.The annual meeting of the shareholders of the Corporation for the purpose of electing directors and transacting such other business as may come before the meeting, shall be held between the hours of 8:00 a.m. and 5:00 p.m. on the third Tuesday of April of each year, but if a legal holiday, then on the next business day following, or at such other time as may be fixed by the Board of Directors.

Section 2.Special Meetings.Special meetings of the shareholder may be called at any time by the Chairman of the Board of Directors, the President, a majority of the Board of Directors acting with or without a meeting, or shareholders owning, in the aggregate, not less than twenty-five percent (25%) of the stock of the Corporation.

Section 3.Place of Meetings.Meetings of shareholders shall be held at the main office of the Corporation unless the Board of Directors decides that a meeting shall be held at some other place within or without the State of Ohio and causes the notice thereof to so state.

Section 4.Notice of Meetings.Unless waived, notice of each annual or special meeting shall be given in accordance with applicable law to each shareholder of record (a) as of the day next preceding the day on which notice is given or (b) if a record date thereof is duly fixed, of record as of said date.  Notice of such meeting shall be given or mailed, postage prepaid, at least seven (7) and not more than sixty (60) days prior to the date of the meeting.  If mailed, it shall be directed to a shareholder at his address as the name appears upon the records of the Corporation.

3

All notices with respect to any shares of record in the names of two or more persons may be given to whichever of such persons is named first on the books of the Corporation, and notice so given shall be effective as to all the holders of record of such shares.

Every person who by operation of law, transfer, or otherwise shall become entitled to any share or right or interest therein, shall be bound by every notice in respect of such share which, prior to his name and address being entered upon the books of the Corporation as the registered holder of such share, shall have been given to the person in whose name such share appeared of record.

Section 5.Waiver of Notice.Any shareholder, either before or after any meeting, may waive any notice required to be given by law or under these Regulations.

Section 6.Quorum.A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of the shareholders, unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and a meeting may be held, as adjourned, without further notice.  A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Incorporation.

Section 7.Advance Notice of Shareholder Proposals.At any annual meeting of shareholders, proposals by shareholders shall be considered if advance notice thereof has been timely given as provided in this Section 7 and such proposals are otherwise proper for consideration under applicable law, the Articles of Incorporation of the Corporation and these Regulations.  Notice of any proposal to be presented by any shareholder shall be given in writing to the Secretary of the Corporation and received at the Corporation's principal executive offices, not less than 60 nor more than 90 days prior to the shareholder's meeting; provided, however, that in the event that less than 75 days' notice to the shareholders or prior public disclosure of the date of the meeting is given or made, the written notice of such shareholder's intent to make such proposal must be received by the Secretary not later than the close of business on the fifteenth day following the earlier of the day on which such notice of the date of the meeting was given or such public disclosure was made.  Any shareholder who gives notice of any such proposal shall deliver therewith (a) the text of the proposal to be presented, (b) a brief written statement of the reasons why such shareholder favors the proposal, (c) such shareholder's name and record address, the number and class of all shares of each class of stock of the Corporation beneficially owned by such shareholder, and (d) any material interest of such shareholder in the proposal (other than as a shareholder).  The person presiding at the meeting in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall determine whether such notice under this Section 7 has not been given.  No proposals by shareholders shall be considered at any special meeting of shareholders unless the special meeting was called for the purpose of considering such proposal.  If, pursuant to law or rule of the Securities and Exchange Commission, the Corporation is required to set forth a proposal of a shareholder in its proxy statement, the provisions of such law or rule, to the extent applicable, shall prevail over any conflicting provisions of this Section 7 with respect to that shareholder's proposal.

Section 8.Action Without Meeting.Any action which may be authorized or taken at any meeting of shareholders may be authorized or taken without a meeting in a writing

4

or writings signed by all of the holders of shares who would be entitled to notice of a meeting of the shareholders held for such purpose.  Such writing or writings shall be filed with or entered upon the records of the Corporation.

ARTICLE III

Directors

Section 1.Number and Term.The property, business and affairs of the Corporation shall be managed and controlled by the Board of Directors, no member of which shall be of the age of seventy-five (75) years or more on the date of his or her election, or the date of his or her appointment in the event of such appointment to fill a vacancy on the Board of Directors; provided, however, that such age qualification shall not apply to any person who may be serving as a member of the Board of Directors on April 14, 1997.  The number of directors of the Corporation shall not be less than five nor more than twenty-five, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the whole Board of Directors.  As used in these Regulations, the term "whole Board" means the total number of directors which the Corporation would have if there were no vacancies.

Members of the Board of Directors shall be elected each year at the annual meeting of stockholders to a one-year term.  Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the number of directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, and any directors so chosen shall hold office until the next election of the directors and until their successors shall be elected and qualified.  No decrease in the number of directors shall shorten the term of any incumbent director.

Section 2.Nominations.Nominations of persons for election to the Board of the Corporation at a meeting of the stockholders may be made by or at the direction of the Board of Directors or may be made at a meeting of stockholders by any stockholder of the Corporation entitled to vote for the election of Directors at the meeting who complies with the notice procedures set forth in this Section 2 of Article III.  Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Secretary of the Corporation.  To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 14 days nor more than 50 days prior to the meeting; provided, however, that in the event that less than 21 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so delivered or mailed no later than the close of business on the 7th day following the day on which notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs, but in no event shall such timely notice of stockholder nomination be received by the Secretary of the Corporation less than seven (7) days prior to the stockholder meeting.  Such stockholder's notice to the Secretary shall set forth (a) as to each person whom the stockholder proposed to nominate for the election or re-election as a Director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, and (iii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person; and (b) as to the stockholder giving the notice (i) the name and record address of the stockholder and (ii)

5

the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder.  The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as Director of the Corporation.  No person shall be eligible for election as a Director of the Corporation at a meeting of the stockholders unless nominated in accordance with the procedures set forth herein.  The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure and the defective nomination shall be disregarded.

Section 3.Removal.Any director or the entire Board of Directors may be removed with or without cause by the affirmative vote of a majority of the shares then entitled to vote at the election of directors.  Notwithstanding the above, if, in the event of any proposed business combination transaction, as defined in Article Eighth of the Articles of Incorporation, the affirmative vote of eighty percent (80%) shall be required to remove any or the entire Board of Directors.

ARTICLE IV

Meetings and Compensation of Directors

Section 1.Meetings of the Board.A meeting of the Board of Directors shall be held immediately following the adjournment of each shareholders' meeting at which directors are elected, or within ten (10) days thereafter, and notice of such meeting need not be given.

The Board of Directors may, by by-laws or resolution, provide for other meetings of the Board.

Special meetings of the Board of Directors may be held at any time upon call of the Chairman of the Board of Directors, President, a Vice President, or any two members of the Board.

Notice of any special meeting of the Board of Directors shall be mailed to each director, addressed to him at his residence or usual place of business, at least two (2) days before the date on which the meeting is to be held, or shall be given to him in any other manner permitted by applicable law within the time limits specified in such law.  Every such notice shall state the time and place of the meeting but need not state the purposes thereof.  Notice of any meeting of the Board need not be given to any director, however, if duly waived by him whether before or after such meeting is held, or if he shall be present at such meeting; and any meeting of the Board shall be a legal meeting without any notice thereof having been given, if all the directors shall be present thereat.

Meetings of the Board shall be held at the office of the Corporation, or at such other place, within or without the State of Ohio, as the Board may determine from time to time and as may be specified in the notice thereof.  Meetings of the Board of Directors may also be held by the utilization of simultaneous telephonic communications linking all directors present at such meetings, and all such business conducted via such telephonic communication shall be considered legally enforceable by the Corporation.

6

Section 2.Quorum.A majority of the Board of Directors serving in such capacity shall constitute a quorum for the transaction of business, provided that whenever less than a quorum is present at the time and place appointed for any meeting of the Board, a majority of those present may adjourn the meeting from time to time, without notice other than by announcement at the meeting until a quorum shall be present.

Section 3.Action Without Meeting.Any action may be authorized or taken without a meeting in a writing or writings signed by all the directors, which writing or writings shall be filed with or entered upon the records of the Corporation.

Section 4.Compensation.The directors, as such, shall not receive any salary for their services, but by resolution of a majority of the stockholders entitled to vote for the election of directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.  Members of any standing or special committee may by resolution of the Board be allowed such compensation for their services as the Board may deem reasonable; additional compensation may be allowed to directors for special services rendered as the Board may deem reasonable.

Section 5.By-Laws.For the government of its actions, the Board of Directors may adopt by-laws consistent with the Articles of Incorporation and these Regulations.

ARTICLE V

Committees

Section 1.Executive Committee.The Board of Directors of the Corporation may form an Executive Committee of the Board of Directors and designate at least three of its members to constitute the members of such Executive Committee.  The Board of Directors may also designate one or more of its members to be alternate members of the Executive Committee to take the place of any absent member or members at any meeting of the Executive Committee.  The Executive Committee shall have and may exercise, between meetings of the Board, all the powers and authority of the Board in the management of the business and affairs of the Corporation, except that the Executive Committee shall not have the power or authority to fill vacancies in the Board of Directors or in any committee of the Directors.

Section 2.Other Committees.The Board of Directors may by resolution provide for such standing or special committees as it deems desirable, and discontinue the same at pleasure.  Each such committee shall have such powers and perform such duties, not inconsistent with law, as may be delegated to it by the Board of Directors.  Vacancies in such committees shall be filled by the Board of Directors or as it may provide.

ARTICLE VI

Officers

Section 1.General Provisions.The Board of Directors shall elect a President, such number of Vice Presidents as the Board may from time to time determine, a Secretary and

7

Treasurer, and, in its discretion, a Chairman of the Board of Directors and a Vice Chairman of the Board of Directors.  Any two or more offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the Articles of Incorporation or these Resolutions to be executed, acknowledged or verified by two or more officers.  If no such Chairman of the Board is elected by the Board of Directors, the President of the Corporation shall act as presiding officer of the Corporation.  The Board of Directors may from time to time create such offices and appoint such other officers, subordinate officers and assistance officers as it may determine.  The President and the Chairman of the Board shall be, but the other officers need not be, chosen from among the members of the Board of Directors.

Section 2.Term of Office.The officers of the Corporation shall hold office at the pleasure of the Board of Directors and, unless sooner removed by the Board of Directors, until the reorganization meeting of the Board of Directors following the date of their election and until their successors are chosen and qualified.

The Board of Directors may remove any officer at any time, with or without cause, by a majority vote.

A vacancy in any office, however created, may be filled by the Board of Directors.

ARTICLE VII

Duties of Officers

Section 1.Chairman of the Board.The Chairman of the Board, if one be elected, shall preside at all meetings of the shareholders and Board of Directors and shall have such other powers and duties as may be prescribed by the Board of Directors or by the Ohio Revised Code.

Section 2.Vice Chairman of the Board.The Vice Chairman of the Board, if one be elected, shall preside at all meetings of the shareholders and the Board of Directors, in the absence of the Chairman of the Board.  The Vice Chairman shall have such powers and duties as may be prescribed by the Board of Directors, or prescribed by the Chairman of the Board, or the Ohio Revised Code.

Section 3.President.The President shall be the chief executive officer of the Corporation and shall exercise supervision over the business of the Corporation and over its several officers, subject, however, to the control of the Board of Directors.  In the absence of or if a Chairman of the Board shall not have been elected or a Vice Chairman shall not have been elected, the President shall preside at meetings of the shareholders and Board of Directors.  He shall have authority to sign all certificates for shares and all deeds, mortgages, bonds, contracts, notes and other instruments requiring his signature; and shall have all the powers and duties prescribed by the Ohio Revised Code and such others as the Board of Directors may from time to time assign to him.

8

Section 4.Vice Presidents.The Vice Presidents shall perform such duties as are conferred upon them by these regulations or as may from time to time be assigned to them by the Board of Directors, the Chairman of the Board or the President.  At the request of the President, or in his absence or disability, the Vice President, designated by the President (or in the absence of such designation, the Vice President designated by the Board), shall perform all the duties of the President, and when so acting, shall have all the powers of the President.  The authority of Vice Presidents to sign in the name of the Corporation all certificates for shares and authorized deeds, mortgages, bonds, contracts, notes and other instruments, shall be coordinate with like authority of the President.  Any one or more of the Vice Presidents may be designated as an "Executive Vice President".

Section 5.Secretary.The Secretary shall keep minutes of all the proceedings of the shareholders and Board of Directors, and shall make proper record of the same, which shall be attested by him; sign all certificates for shares, and all deeds, mortgages, bonds, contracts, notes, and other instruments executed by the Corporation requiring his signature; give notice of meetings of shareholders and directors; produce on request at each meeting of shareholders for the election of directors a certified list of shareholders arranged in alphabetical order; keep such books as may be required by the Board of Directors and file all reports to States, to the Federal Government, and to foreign countries; and perform such other and further duties as may from time to time be assigned to him by the Board of Directors, the Chairman of the Board or by the President.

Section 6.Treasurer.The Treasurer shall have general supervision of all finances; he shall receive and have in charge all money, bills, notes, deeds, leases, mortgages and similar property belonging to the Corporation, and shall do with the same as may from time to time be required by the Board of Directors.  He shall cause to be kept adequate and correct accounts of the business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, stated capital, and shares, together with such other accounts as may be required, and, upon the expiration of his term of office, shall turn over to his successor or to the Board of Directors all property, books, papers and money of the Corporation in his hands; and he shall perform such other duties as from time to time may be assigned to him by the Board of Directors.

Section 7.Assistant and Subordinate Officers.The Board of Directors may appoint such assistant and subordinate officers as it may deem desirable.  Each such officer shall hold office during the pleasure of the Board of Directors, and perform such duties as the Board of Directors may prescribe.

The Board of Directors may, from time to time, authorize any officer to appoint and remove assistant and subordinate officers, to prescribe their authority and duties, and to fix their compensation.

Section 8.Duties of Officers may be Delegated.In the absence of any officer of the Corporation, or for any other reason the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any director.

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ARTICLE VIII

Indemnification

The Corporation shall indemnify, to the full extent permitted or authorized by applicable law, as it may from time to time be amended, any person made or threatened to be made a party to any suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, or employee of a bank, or other corporation, partnership, joint venture, trust or other enterprise, provided, however, that such person has acted in good faith and in a manner that the person reasonably believed to be in and not opposed to the best interest of the Corporation and, with respect to any criminal action or proceeding, such person has no reasonable cause to believe his or her conduct was unlawful, and provided further that the Corporation shall not indemnify a person with respect to such person's willful misconduct.  As a condition precedent to the indemnification provided by this Article VIII, the person to be indemnified must first: (1) promptly notify the President or the Secretary of the Corporation of any actual or potential action, suit or proceeding; and (2), except with respect to a criminal proceeding, authorize and permit the Corporation, in its sole discretion, to choose any legal counsel to defend and otherwise handle the action, suit or proceeding and matters related thereto (including, but not limited to, any counterclaims, cross-claims and defenses); and (3), except with respect to a criminal proceeding, permit the Corporation to assume total, complete and exclusive control of the action, suit or proceedings and all proceedings and matters related thereto (including, but not limited to, any counterclaims, cross-claims and defenses); and (4), in all respects, cooperate with the Corporation and its counsel in  the defense and/or settlement of the action, suit or proceeding and in the prosecution and/or settlement of any counterclaims, cross-claims and defenses.  The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under the Articles of Incorporation of the Corporation or these Regulations, or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, trustee, officer or employee and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE IX

Certificates for Shares

Section 1.Form and Execution.Certificates for shares shall be issued to each shareholder in such form as shall be approved by the Board of Directors.  Such certificates shall be executed in the manner provided by applicable law and shall certify the number and class of shares held by the shareholder in the Corporation, but no certificates for shares shall be delivered until such shares are fully paid.  When such a certificate is countersigned by an incorporated transfer agent or registrar, the signature of any of said officers of the Corporation may be a facsimile, or engraved, stamped or printed.  Although any officer of the Corporation whose manual or facsimile signature is affixed to a share certificate shall cease to be such officer before the certificate is delivered, such certificate, nevertheless, shall be effective in all respects when delivered.

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Such certificate for shares shall be transferable in person or by attorney, but, except as hereinafter provided in the case of lost, mutilated or destroyed certificates, no transfer of shares shall be entered upon the records of the Corporation until the previous certificates, if any, given for the same shall have been surrendered and canceled.

Section 2.Lost, Mutilated or Destroyed Certificates.If any certificate for shares is lost, mutilated or destroyed, the Board of Directors may authorize the issuance of a new certificate in place thereof, upon such terms and conditions as it may deem advisable.  The Board of Directors in its discretion may refuse to issue such new certificates until the Corporation has been indemnified by a final order or decree of a court of competent jurisdiction.

Section 3.Registered Shareholders.A person in whose name shares are of record on the books of the Corporation shall conclusively be deemed the unqualified owner thereof for all purposes and have capacity to exercise all rights of ownership.  Neither the Corporation nor any transfer agent of the Corporation shall be bound to recognize any equitable interest in or claim to such shares on the part of any other person, whether disclosed upon such certificate or otherwise, nor shall they be obliged to see to the execution of any trust or obligation.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall end on the 31st day of December in each year, or on such other day as may be fixed from time to time by the Board of Directors.

ARTICLE XI

Amendments

These Regulations may be amended or repealed at any meeting of shareholders called for that purpose by the affirmative vote of the holders of record of shares entitling them to exercise a majority of the voting power on such proposal or, without a meeting, by the written consent of the holders of record of shares entitling them to exercise two-thirds (2/3) of the voting power on such proposal.

/s/ James E. McGookey
		(Secretary)
Date:	April 17, 2007

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ANNEX A

ARTICLE IX

Stock

Section 1.Form and Execution.  Shares of the Corporation's stock may be owned either in (i) certificated form, in which ownership of the shares is represented by a physical certificate, or (ii) uncertificated form, pursuant to a Director Registration System in connection with which shares will be held in book-entry form and no physical certificate is printed.  Each shareholder shall be entitled upon request to a certificate or certificates which shall represent and certify the number and kind and class of shares owned in the Corporation.

Each certificate shall be executed in the manner provided by applicable law.  The signatures on a certificated stock certificate may be manual, facsimile, engraved, stamped or printed.  Even if any officer of the Corporation whose signature appears on a share certificate ceases to be such officer before the certificate is delivered, the certificate may be issued by the Corporation with the same effect as if the officer held such office on the date of its delivery.

Section 2.Transfers.  Transfers of shares of the Corporation's stock shall be accomplished either (i), if in certificated form, by a transfer of the stock certificate representing the shares, or (ii), if in uncertificated form, by electronic book-entry transfer pursuant to a Direct Registration System.  Upon surrender to the Corporation or its transfer agent of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, or upon transfer of book-entry ownership, the Corporation shall issue new shares to the person entitled thereto, cancel the old shares and record the transaction on its books.

EX-31.1

Section 302 Certification

For Principal Executive Officer

Exhibit 31.1

I, James O. Miller, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Civista Bancshares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Signature and Title: /s/ James O. Miller, President, Chief Executive Officer Date: November 8, 2017

EX-31.2

Section 302 Certification

For Principal Accounting Officer

Exhibit 31.2

I, Todd A. Michel, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Civista Bancshares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Signature and Title: /s/ Todd A. Michel, Senior Vice President, Controller Date: November 8, 2017

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Civista Bancshares, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2017 as filed with the Securities and Exchange Commission on the date of this certification (the “Report”), I, James O. Miller, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James O. Miller

James O. Miller

Chief Executive Officer

November 8, 2017

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Civista Bancshares, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2017 as filed with the Securities and Exchange Commission on the date of this certification (the “Report”), I, Todd A. Michel, Senior Vice President and Controller of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Todd A. Michel

Todd A. Michel

Senior Vice President and Controller

November 8, 2017

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 03, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Trading Symbol	Civb
Entity Registrant Name	CIVISTA BANCSHARES, INC.
Entity Central Index Key	0000944745
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		10,170,935

XML

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
ASSETS
Cash and due from financial institutions	$ 33,394	$ 36,695
Securities available for sale	229,419	195,864
Loans held for sale	4,662	2,268
Loans, net of allowance of $12,946 and $13,305	1,129,046	1,042,201
Other securities	14,247	14,055
Premises and equipment, net	17,688	17,920
Accrued interest receivable	4,999	3,854
Goodwill	27,095	27,095
Other intangibles	1,360	1,784
Bank owned life insurance	24,981	24,552
Other assets	9,197	10,975
Total assets	1,496,088	1,377,263
Deposits
Noninterest-bearing	357,539	345,588
Interest-bearing	843,750	775,515
Total deposits	1,201,289	1,121,103
Federal Home Loan Bank advances	56,750	48,500
Securities sold under agreements to repurchase	15,148	28,925
Subordinated debentures	29,427	29,427
Accrued expenses and other liabilities	11,493	11,692
Total liabilities	1,314,107	1,239,647
SHAREHOLDERS’ EQUITY
Preferred shares, no par value, 200,000 shares authorized, Series B Preferred shares, $1,000 liquidation preference, 18,975 shares issued at September 30, 2017 and 20,481 shares issued at December 31, 2016, net of issuance costs	17,557	18,950
Common shares, no par value, 20,000,000 shares authorized, 10,918,899 shares issued at September 30, 2017 and 9,091,473 shares issued at December 31, 2016	153,562	118,975
Retained earnings	28,494	19,263
Treasury shares, 747,964 common shares at cost	(17,235)	(17,235)
Accumulated other comprehensive loss	(397)	(2,337)
Total shareholders’ equity	181,981	137,616
Total liabilities and shareholders’ equity	$ 1,496,088	$ 1,377,263

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Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Statement Of Financial Position [Abstract]
Allowance for loan losses	$ 12,946	$ 13,305
Preferred shares, no par value
Preferred shares, shares authorized	200,000	200,000
Preferred shares, liquidation preference	$ 1,000	$ 1,000
Preferred shares, shares issued	18,975	20,481
Common shares, no par value
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	10,918,899	9,091,473
Treasury shares, common shares	747,964	747,964

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Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Interest and dividend income
Loans, including fees	$ 13,022	$ 11,824	$ 37,211	$ 35,311
Taxable securities	977	872	2,764	2,494
Tax-exempt securities	812	664	2,307	1,979
Federal funds sold and other	25	10	473	376
Total interest income	14,836	13,370	42,755	40,160
Interest expense
Deposits	607	506	1,500	1,480
Federal Home Loan Bank advances	276	111	534	312
Subordinated debentures	268	221	766	650
Other	5	6	16	17
Total interest expense	1,156	844	2,816	2,459
Net interest income	13,680	12,526	39,939	37,701
Provision (credit) for loan losses				(1,300)
Net interest income after provision (credit) for loan losses	13,680	12,526	39,939	39,001
Noninterest income
Service charges	1,177	1,194	3,609	3,714
Net gain (loss) on sale of securities	(9)	18	(9)	20
Net gain on sale of loans	472	541	1,207	1,341
ATM fees	567	541	1,643	1,584
Wealth management fees	787	688	2,233	1,989
Bank owned life insurance	142	149	429	415
Tax refund processing fees			2,750	2,750
Other	329	522	842	1,176
Total noninterest income	3,465	3,653	12,704	12,989
Noninterest expense
Salaries, wages and benefits	7,389	6,375	21,684	19,053
Net occupancy expense	690	708	2,002	2,009
Equipment expense	350	494	1,097	1,158
Contracted data processing	357	397	1,174	1,147
FDIC assessment	115	166	414	597
State franchise tax	255	251	767	709
Professional services	534	431	1,718	1,450
Amortization of intangible assets	158	172	483	527
ATM expense	233	183	700	379
Marketing	240	249	768	810
Other operating expenses	1,846	1,769	5,410	5,314
Total noninterest expense	12,167	11,195	36,217	33,153
Income before taxes	4,978	4,984	16,426	18,837
Income tax expense	1,318	1,304	4,534	5,251
Net Income	3,660	3,680	11,892	13,586
Preferred stock dividends	308	374	935	1,156
Net income available to common shareholders	$ 3,352	$ 3,306	$ 10,957	$ 12,430
Earnings per common share, basic	$ 0.33	$ 0.41	$ 1.12	$ 1.57
Earnings per common share, diluted	$ 0.29	$ 0.34	$ 0.97	$ 1.24

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Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Statement Of Income And Comprehensive Income [Abstract]
Net income	$ 3,660	$ 3,680	$ 11,892	$ 13,586
Other comprehensive income (loss):
Unrealized holding gains (losses) on available for sale securities	86	(1,225)	1,993	2,273
Tax effect	(29)	417	(678)	(772)
Pension liability adjustment	426	83	946	249
Tax effect	(144)	(28)	(321)	(84)
Total other comprehensive income (loss)	339	(753)	1,940	1,666
Comprehensive income	$ 3,999	$ 2,927	$ 13,832	$ 15,252

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Condensed Consolidated Statement of Changes in Shareholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Preferred Shares [Member]	Common Shares [Member]	Retained Earnings [Member]	Treasury Shares [Member]	Accumulated Other Comprehensive Loss [Member]
Beginning balance at Dec. 31, 2015						$ (495)
Net Income	$ 13,586
Other comprehensive income	1,666					1,666
Ending balance at Sep. 30, 2016						1,171
Beginning balance at Jun. 30, 2016						1,924
Net Income	3,680
Other comprehensive income	(753)					(753)
Ending balance at Sep. 30, 2016						1,171
Beginning balance at Dec. 31, 2016	137,616	$ 18,950	$ 118,975	$ 19,263	$ (17,235)	(2,337)
Balance, shares at Dec. 31, 2016		20,481	8,343,509
Net Income	11,892			11,892
Other comprehensive income	1,940					1,940
Conversion of Series B preferred shares to common shares		$ (1,393)	$ 1,393
Conversion of Series B preferred shares to common shares, shares		(1,506)	192,568
Common stock issuance, net of costs	32,821		$ 32,821
Common stock issuance, net of costs, shares			1,610,000
Stock-based compensation	377		$ 377
Stock-based compensation, shares			25,069
Common stock dividends ($0.18 per share)	(1,726)			(1,726)
Preferred stock dividend	(935)			(935)
Retirement of common stock	(4)		$ (4)
Retirement of common stock, shares			(211)
Ending balance at Sep. 30, 2017	181,981	$ 17,557	$ 153,562	28,494	(17,235)	(397)
Balance, shares at Sep. 30, 2017		18,975	10,170,935
Beginning balance at Jun. 30, 2017						(736)
Net Income	3,660
Other comprehensive income	339					339
Ending balance at Sep. 30, 2017	$ 181,981	$ 17,557	$ 153,562	$ 28,494	$ (17,235)	$ (397)
Balance, shares at Sep. 30, 2017		18,975	10,170,935

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Condensed Consolidated Statement of Changes in Shareholders' Equity (Unaudited) (Parenthetical)	9 Months Ended
	Sep. 30, 2017 $ / shares
Retained Earnings [Member]
Common stock dividends per share	$ 0.18

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Statement Of Cash Flows [Abstract]
Net cash from operating activities	$ 11,821	$ 11,318
Cash flows used for investing activities:
Maturities and calls of securities, available-for-sale	23,529	23,264
Purchases of securities, available-for-sale	(57,005)	(31,130)
Sale of securities available for sale	953	4,379
Purchases of other securities	(192)	(474)
Purchase of bank owned life insurance		(3,885)
Net loan originations	(86,678)	(43,285)
Loans purchased, installment		(1,643)
Proceeds from sale of other real estate owned properties	72	238
Proceeds from sale of premises and equipment	139
Premises and equipment purchases	(755)	(1,292)
Net cash used for investing activities	(119,937)	(53,828)
Cash flows from financing activities:
Repayment of long-term FHLB advances	(2,500)
Net change in short-term FHLB advances	10,750	(36,200)
Increase in deposits	80,186	82,120
Decrease in securities sold under repurchase agreements	(13,777)	(3,327)
Net proceeds from common stock issuance	32,821
Cash payment for retirement of common stock	(4)
Common dividends paid	(1,726)	(1,259)
Preferred dividends paid	(935)	(1,156)
Net cash provided by financing activities	104,815	40,178
Decrease in cash and due from financial institutions	(3,301)	(2,332)
Cash and due from financial institutions at beginning of period	36,695	35,561
Cash and due from financial institutions at end of period	33,394	33,229
Cash paid during the period for:
Interest	2,753	2,442
Income taxes	4,300	4,700
Supplemental cash flow information:
Transfer of loans from portfolio to other real estate owned	78	73
Transfer of premises to held-for-sale	3
Transfer of loans held for sale to portfolio	419
Conversion of preferred shares to common shares	1,393	2,497
Securities purchased not settled	$ 1,609
Securities sold not settled		$ 2,386

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Consolidated Financial Statements

9 Months Ended

Sep. 30, 2017

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Consolidated Financial Statements

(1) Consolidated Financial Statements

Nature of Operations and Principles of Consolidation : Civista Bancshares, Inc. (CBI) is an Ohio corporation and a registered financial holding company. The Consolidated Financial Statements include the accounts of CBI and its wholly-owned subsidiaries: Civista Bank (Civista), First Citizens Insurance Agency, Inc., Water Street Properties, Inc. (Water St.) and FC Refund Solutions, Inc. (FCRS). FCRS was formed to facilitate payment of individual state and federal income tax refunds. First Citizens Capital LLC (FCC) is wholly-owned by Civista and holds inter-company debt. The operations of FCC are located in Wilmington, Delaware. First Citizens Investments, Inc. (FCI) is wholly-owned by Civista and holds and manages its securities portfolio. The operations of FCI are located in Wilmington, Delaware. The above companies together are referred to as the “Company.” Intercompany balances and transactions are eliminated in consolidation. First Citizens Insurance Agency, Inc. was formed to allow the Company to participate in commission revenue generated through its third party insurance agreement. Insurance commission revenue was less than 1.0% of total revenue through September 30, 2017. Water Street Properties was formed to hold properties repossessed by CBI subsidiaries.  Revenue from Water St. was less than 1.0% of total revenue through September 30, 2017. Management considers the Company to operate primarily in one reportable segment, banking.

The Consolidated Financial Statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the Company’s financial position as of September 30, 2017 and its results of operations and changes in cash flows for the periods ended September 30, 2017 and 2016 have been made. The accompanying Consolidated Financial Statements have been prepared in accordance with instructions of Form 10-Q, and therefore certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been omitted. The results of operations for the periods ended September 30, 2017 are not necessarily indicative of the operating results for the full year. Reference is made to the accounting policies of the Company described in the notes to the audited financial statements contained in the Company’s 2016 annual report. The Company has consistently followed these policies in preparing this Form 10-Q.

The Company provides financial services through its offices in the Ohio counties of Erie, Crawford, Champaign, Franklin, Logan, Madison, Summit, Huron, Ottawa, Richland, Montgomery and Cuyahoga. Its primary deposit products are checking, savings, and term certificate accounts, and its primary lending products are residential mortgage, commercial, and installment loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets and commercial and residential real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. The bank has two concentrations, one is to Lessors of Non-Residential Buildings and Dwellings totaling $284,218, or 24.8% of total loans, as of September 30, 2017 and the other is to Lessors of Residential Buildings and Dwellings totaling $155,616, or 13.6% of total loans, as of September 30, 2017. These segments of the portfolio are stable and have been conservatively underwritten, monitored and managed by experienced commercial bankers. However, the customers’ ability to repay their loans is dependent on the real estate market and general economic conditions in the area. Other financial instruments that potentially represent concentrations of credit risk include Federal Funds sold and deposit accounts in other financial institutions that are in excess of federally insured limits.

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Significant Accounting Policies

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Significant Accounting Policies

(2) Significant Accounting Policies

Allowance for Loan Losses:  The allowance for loan losses is regularly reviewed by management to determine that the amount is considered adequate to absorb probable losses in the loan portfolio.  If not, an additional provision is made to increase the allowance.  This evaluation includes specific loss estimates on certain individually reviewed impaired loans, the pooling of commercial credits risk graded as special mention and substandard that are not individually analyzed, and general loss estimates that are based upon the size, quality, and concentration characteristics of the various loan portfolios, adverse situations that may affect a borrower’s ability to repay, and current economic and industry conditions, among other items.

Those judgments and assumptions that are most critical to the application of this accounting policy are assessing the initial and on-going credit-worthiness of the borrower, the amount and timing of future cash flows of the borrower that are available for repayment of the loan, the sufficiency of underlying collateral, the enforceability of third-party guarantees, the frequency and subjectivity of loan reviews and risk ratings, emerging or changing trends that might not be fully captured in the historical loss experience, and charges against the allowance for actual losses that are greater than previously estimated. These judgments and assumptions are dependent upon or can be influenced by a variety of factors, including the breadth and depth of experience of lending officers, credit administration and the corporate loan review staff that periodically review the status of the loan, changing economic and industry conditions, changes in the financial condition of the borrower and changes in the value and availability of the underlying collateral and guarantees.  

Pension Benefits:  Pension costs and liabilities are dependent on assumptions used in calculating such amounts.  These assumptions include discount rates, benefits earned, interest costs, expected return on plan assets, mortality rates, and other factors.  In accordance with GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense and the recorded obligation of future periods.  While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the Company’s pension obligations and future expense.

Use of Estimates : To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, impairment of goodwill, fair values of financial instruments, deferred taxes and pension obligations are particularly subject to change.

Income Taxes : Income tax expense is based on the effective tax rate expected to be applicable for the entire year. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax basis of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

Business Combinations: At the date of acquisition the Company records the assets and liabilities of the acquired companies on the Consolidated Balance Sheet at their fair value. The results of operations for acquired companies are included in the Company’s Consolidated Statements of Operations beginning at the acquisition date. Expenses arising from acquisition activities are recorded in the Consolidated Statements of Operations during the period incurred.

Reclassifications: Some items in the prior year financial statements were reclassified to conform to the current presentation. Such reclassifications had no effect on net income or shareholders’ equity.

Derivative Instruments and Hedging Activities : The Company enters into interest rate swap agreements to facilitate the risk management strategies of a small number of commercial banking customers. All derivatives are accounted for in accordance with ASC-815, Derivatives and Hedging . The Company mitigates the risk of entering into these agreements by entering into equal and offsetting swap agreements with highly rated third party financial institutions. The swap agreements are free-standing derivatives and are recorded at fair value in the Company’s consolidated balance sheets. The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes because the Company does not currently intend to execute a setoff with its’ counterparties. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of marketable securities, is posted by the counterparty with net liability positions in accordance with contract thresholds.

Effect of Newly Issued but Not Yet Effective Accounting Standards:

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The Update’s core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this Update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. However, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606) to defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. All other entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. Because the guidance does not apply to revenue associated with financial instruments, including loans and securities, we do not expect the new standard, or any of the amendments, to result in a material change from our current accounting for revenue because the majority of the Company’s financial instruments are not within the scope of Topic 606. However, we do expect that the standard will result in new disclosure requirements, which are currently being evaluated.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . This Update applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. Among other things, this Update (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (g) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (h) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities including not-for-profit entities and employee benefit plans within the scope of Topics 960 through 965 on plan accounting, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. All entities that are not public business entities may adopt the amendments in this Update earlier as of the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The standard in this Update requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. A short-term lease is defined as one in which: (a) the lease term is 12 months or less, and (b) there is not an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For short-term leases, lessees may elect to recognize lease payments over the lease term on a straight-line basis. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently assessing the practical expedients it may elect at adoption, but does not anticipate the amendments will have a significant impact to the financial statements. Based on the Company’s preliminary analysis of its current portfolio, the impact to the Company’s balance sheet is estimated to result in less than a 1% increase in assets and liabilities. The Company also anticipates additional disclosures to be provided at adoption.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the impairment model for most financial assets. This ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of ASU 2016-13 is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment . To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. A public business entity that is a U.S. Securities and Exchange Commission (“SEC”) filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. A public business entity that is not an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2020. All other entities, including not-for-profit entities, that are adopting the amendments in this Update should do so for their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In March 2017, the FASB issued ASU 2017-07, Compensation—Retirement Benefits (Topic 715) . The amendments in this Update require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period.  The other components of net benefit cost as defined in paragraphs 715-30-35-4 and 715-60-35-9 are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed.  The guidance is effective for public business entities for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. For all other entities (including all nonprofit organizations “NPOs”), it is effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. This guidance is required to be applied on a retrospective basis for the presentation of the service cost component and the other components of net benefit cost and on a prospective basis for the capitalization of only the service cost component of net benefit cost. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20). The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity should apply the amendments in this Update on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718) , which affects any entity that changes the terms or conditions of a share-based payment award. This Update amends the definition of modification by qualifying that modification accounting does not apply to changes to outstanding share-based payment awards that do not affect the total fair value, vesting requirements, or equity/liability classification of the awards. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied prospectively to an award modified on or after the adoption date. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivative and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down-round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down-round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down-round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down-round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down- round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options ), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Accounting Standards Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part I of this Update should be applied either retrospectively to outstanding financial instruments with a down-round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective or retrospectively to outstanding financial instruments with a down-round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 850), the objective of which is to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, the amendments in this Update make certain targeted improvements to simplify the application and disclosure of the hedge accounting guidance in current general accepted accounting principles.  For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods beginning after December 15, 2020. Early application is permitted in any period after issuance.  For cash flow and net investment hedges existing at the date of adoption, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the amendments in this Update. The amended presentation and disclosure guidance is required only prospectively.  The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In September 2017, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.  The SEC Observer said that the SEC staff would not object if entities that are considered public business entities only because their financial statements or financial information is required to be included in another entity’s SEC filing use the effective dates for private companies when they adopt ASC 606, Revenue from Contracts with Customers, and ASC 842, Leases. The Update also supersedes certain SEC paragraphs in the Codification related to previous SEC staff announcements and moves other paragraphs, upon adoption of ASC 606 or ASC 842.  This Update is not expected to have a significant impact on the Company’s financial statements.

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Securities

9 Months Ended

Sep. 30, 2017

Investments Debt And Equity Securities [Abstract]

Securities

(3) Securities

The amortized cost and fair market value of available for sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive loss were as follows:

September 30, 2017	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities and obligations of U.S. government    agencies	$	30,972	$	178	$	(87	)	$	31,063
Obligations of states and political subdivisions		109,443		4,397		(225	)		113,615
Mortgage-backed securities in government sponsored entities		83,486		793		(356	)		83,923
Total debt securities		223,901		5,368		(668	)		228,601
Equity securities in financial institutions		481		337		—			818
Total	$	224,382	$	5,705	$	(668	)	$	229,419

December 31, 2016	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities and obligations of U.S. government    agencies	$	37,406	$	117	$	(77	)	$	37,446
Obligations of states and political subdivisions		92,177		3,395		(574	)		94,998
Mortgage-backed securities in government sponsored entities		62,756		483		(597	)		62,642
Total debt securities		192,339		3,995		(1,248	)		195,086
Equity securities in financial institutions		481		297		—			778
Total	$	192,820	$	4,292	$	(1,248	)	$	195,864

The amortized cost and fair value of securities at September 30, 2017, by contractual maturity, is shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Securities not due at a single maturity date, primarily mortgage-backed securities and equity securities are shown separately.

Available for sale	Amortized Cost		Fair Value
Due in one year or less	$	5,099	$	5,108
Due after one year through five years		30,106		30,180
Due after five years through ten years		33,441		35,104
Due after ten years		71,769		74,286
Mortgage-backed securities		83,486		83,923
Equity securities		481		818
Total securities available for sale	$	224,382	$	229,419

Proceeds from sales of securities, gross realized gains and gross realized losses were as follows:

	Three months ended					Nine Months Ended
	September 30,					September 30,
	2017			2016		2017			2016
Sale proceeds	$	953		$	2,385	$	953		$	4,379
Gross realized gains		—			18		—			18
Gross realized losses		—			—		—			—
Gains (losses) from securities called or settled by the issuer		(9	)		—		(9	)		2

Securities were pledged to secure public deposits, other deposits and liabilities as required by law. The carrying value of pledged securities was approximately $130,367 and $139,179 as of September 30, 2017 and December 31, 2016, respectively.

Securities with unrealized losses at September 30, 2017 and December 31, 2016 not recognized in income are as follows:

September 30, 2017	12 Months or less					More than 12 months					Total
Description of Securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Treasury securities and obligations of    U.S. government agencies	$	13,574	$	(48	)	$	3,761	$	(39	)	$	17,335	$	(87	)
Obligations of states and political subdivisions		4,960		(51	)		5,462		(174	)		10,422		(225	)
Mortgage-backed securities in gov’t sponsored entities		21,758		(108	)		15,062		(248	)		36,820		(356	)
Total temporarily impaired	$	40,292	$	(207	)	$	24,285	$	(461	)	$	64,577	$	(668	)

December 31, 2016	12 Months or less					More than 12 months					Total
Description of Securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Treasury securities and obligations of    U.S. government agencies	$	13,271	$	(61	)	$	893	$	(16	)	$	14,164	$	(77	)
Obligations of states and political subdivisions		17,167		(558	)		519		(16	)		17,686		(574	)
Mortgage-backed securities in gov’t sponsored entities		35,453		(566	)		2,849		(31	)		38,302		(597	)
Total temporarily impaired	$	65,891	$	(1,185	)	$	4,261	$	(63	)	$	70,152	$	(1,248	)

At September 30, 2017, there were fifty-eight securities in the portfolio with unrealized losses mainly due to higher market rates when compared to the time of purchase. Unrealized losses on securities have not been recognized into income because the issuers’ securities are of high credit quality, management has the intent and ability to hold these securities for the foreseeable future, and the decline in fair value is largely due to market yields increasing. The fair value is expected to recover as the securities approach their maturity date or reset date. The Company does not intend to sell until recovery and does not believe selling will be required before recovery.

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Loans

9 Months Ended

Sep. 30, 2017

Receivables [Abstract]

Loans

(4) Loans

Loan balances were as follows:

	September 30, 2017			December 31, 2016
Commercial and agriculture	$	147,537		$	135,462
Commercial real estate- owner occupied		167,678			161,364
Commercial real estate- non-owner occupied		424,430			395,931
Residential real estate		267,839			247,308
Real estate construction		77,978			56,293
Farm Real Estate		38,966			41,170
Consumer and other		17,564			17,978
Total loans		1,141,992			1,055,506
Allowance for loan losses		(12,946	)		(13,305	)
Net loans	$	1,129,046		$	1,042,201

Included in total loans above are deferred loan (fees) costs of $(80) at September 30, 2017 and $94 at December 31, 2016.

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Allowance for Loan Losses

9 Months Ended

Sep. 30, 2017

Text Block [Abstract]

Allowance for Loan Losses

(5) Allowance for Loan Losses

Management has an established methodology to determine the adequacy of the allowance for loan losses that assesses the risks and losses inherent in the loan portfolio. For purposes of determining the allowance for loan and lease losses, the Company has segmented certain loans in the portfolio by product type. Loss migration rates for each risk category are calculated and used as the basis for calculating loan loss allowance allocations. Loss migration rates are calculated over a three-year period for all portfolio segments. Management also considers certain economic factors for trends that management uses to account for the qualitative and environmental changes in risk, which affects the level of the reserve. The following economic factors are analyzed:

• Changes in lending policies and procedures

• Changes in experience and depth of lending and management staff

• Changes in quality of credit review system

• Changes in nature and volume of the loan portfolio

• Changes in past due, classified and nonaccrual loans and TDRs

• Changes in economic and business conditions

• Changes in competition or legal and regulatory requirements

• Changes in concentrations within the loan portfolio

• Changes in the underlying collateral for collateral dependent loans

The total allowance reflects management’s estimate of loan losses inherent in the loan portfolio at the balance sheet date. The Company considers the allowance for loan losses of $12,946 adequate to cover loan losses inherent in the loan portfolio, at September 30, 2017. The following tables present, by portfolio segment, the changes in the allowance for loan losses for the three and nine months ended September 30, 2017 and 2016.

Allowance for loan losses:

For the nine months ended September 30, 2017

September 30, 2017	Beginningbalance		Charge-offs			Recoveries		Provision			Ending Balance
Commercial & Agriculture	$	2,018	$	(11	)	$	134	$	(530	)	$	1,611
Commercial Real Estate:
Owner Occupied		2,171		(301	)		26		177			2,073
Non-Owner Occupied		4,606		(38	)		42		663			5,273
Residential Real Estate		3,089		(312	)		164		(462	)		2,479
Real Estate Construction		420		—			32		215			667
Farm Real Estate		442		—			2		(20	)		424
Consumer and Other		314		(135	)		38		108			325
Unallocated		245		—			—		(151	)		94
Total	$	13,305	$	(797	)	$	438	$	—		$	12,946

For the nine months ended September 30, 2017, the allowance for Commercial & Agriculture loans was reduced by a decrease in general reserves as a result of lower loss rates. The result was represented as a decrease in the provision. The allowance for Commercial Real Estate – Owner Occupied loans was reduced by a decrease in general reserves and charge-offs. The allowance for Commercial Real Estate – Non-Owner Occupied loans increased due to an increase in general reserves required for this type as a result of higher loan balances.  The allowance for Residential Real Estate loans was reduced by a decrease in general reserves required for this type as a result of a decrease in loss rates, represented by a decrease in the provision. The allowance for Real Estate Construction loans increased due to higher outstanding loan balances for this type of loan. The allowance for Farm Real Estate loans was reduced by a decrease in general reserves required for this type as a result of lower outstanding loan balances. The result was represented as a decrease in the provision. The allowance for Consumer and Other loans increased due to an increase in general reserves required for this type as a result of higher loss rates. Management feels that the unallocated amount is appropriate and within the relevant range for the allowance that is reflective of the risk in the portfolio.

Allowance for loan losses:

For the nine months ended September 30, 2016

	Beginning balance		Charge-offs			Recoveries		Provision			Ending Balance
Commercial & Agriculture	$	1,478	$	(870	)	$	79	$	1,023		$	1,710
Commercial Real Estate:
Owner Occupied		2,467		(166	)		53		(44	)		2,310
Non-Owner Occupied		4,657		(23	)		1,365		(1,456	)		4,543
Residential Real Estate		4,086		(280	)		384		(735	)		3,455
Real Estate Construction		371		(115	)		8		160			424
Farm Real Estate		538		—			—		(108	)		430
Consumer and Other		382		(85	)		40		0			337
Unallocated		382		—			—		(140	)		242
Total	$	14,361	$	(1,539	)	$	1,929	$	(1,300	)	$	13,451

For the nine months ended September 30, 2016, the allowance for Commercial & Agriculture loans increased due to an increase in general reserves as a result of higher balances and higher loss rates in criticized loans.  The result was represented as an increase in the provision.  The allowance for Commercial Real Estate – Owner Occupied loans was reduced not only by a decrease in specific reserves required for this type, but also by decreases in past due, classified and non-accrual loans for this type.  The result of these changes was represented as a decrease in the provision.  The decrease in allowance for Commercial Real Estate – Non-Owner Occupied loans was the result of a decrease in general reserves required as a result of lower loss rates and improvement in past due, classified and non-accrual loans for this type.  In addition, a payoff on a previously charged down loan was received resulting in a recovery of approximately $1,303. The net result was represented as a decrease in the provision. The allowance for Residential Real Estate loans was reduced by a decrease in general reserves required for this type as a result of a decrease in loss rates, represented by a decrease in the provision.  The allowance for Real Estate Construction loans increased due to an increase in loss rates for this type of loan, which was represented as an increase in the provision.  The allowance for Farm Real Estate loans was reduced by a decrease in general reserves required for this type as a result of lower outstanding loan balances and a decrease in loss rates.  The result of these changes was represented as a decrease in the provision.  Management feels that the unallocated amount is appropriate and within the relevant range for the allowance that is reflective of the risk in the portfolio.

Allowance for loan losses:

For the three months ended September 30, 2017

	Beginning balance		Charge-offs			Recoveries		Provision			Ending Balance
Commercial & Agriculture	$	1,608	$	(10	)	$	51	$	(38	)	$	1,611
Commercial Real Estate:
Owner Occupied		2,010		(91	)		8		146			2,073
Non-Owner Occupied		4,739		(38	)		33		539			5,273
Residential Real Estate		2,676		(116	)		77		(158	)		2,479
Real Estate Construction		482		—			13		172			667
Farm Real Estate		425		—			2		(3	)		424
Consumer and Other		324		(54	)		24		31			325
Unallocated		783		—			—		(689	)		94
Total	$	13,047	$	(309	)	$	208	$	—		$	12,946

For the three months ended September 30, 2017, the allowance for Commercial & Agriculture loans increased due to an increase in general reserves as a result of higher loan balances, offset by net recoveries. The result was represented as a decrease in the provision. The allowance for Commercial Real Estate – Owner Occupied loans increased due to an increase in general reserves as a result of higher outstanding loan balances and loss rates. The result was represented as an increase in the provision. The allowance for Commercial Real Estate – Non-Owner Occupied loans increased due to an increase in general reserves required for this type as a result of higher loan balances and by higher loss rates. The allowance for Residential Real Estate loans was reduced by a decrease in general reserves required for this type as a result of a decrease in loss rates, represented by a decrease in the provision. The allowance for Real Estate Construction loans increased due to higher outstanding loan balances for this type of loan and recoveries. Management feels that the unallocated amount is appropriate and within the relevant range for the allowance that is reflective of the risk in the portfolio.  

Allowance for loan losses:

For the three months ended September 30, 2016

	Beginning balance		Charge-offs			Recoveries		Provision			Ending Balance
Commercial & Agriculture	$	1,557	$	(828	)	$	44	$	937		$	1,710
Commercial Real Estate:
Owner Occupied		2,393		(124	)		1		40			2,310
Non-Owner Occupied		4,969		(23	)		6		(409	)		4,543
Residential Real Estate		3,899		(55	)		23		(412	)		3,455
Real Estate Construction		366		(115	)		6		167			424
Farm Real Estate		476		—			—		(46	)		430
Consumer and Other		358		(38	)		7		10			337
Unallocated		529		—			—		(287	)		242
Total	$	14,547	$	(1,183	)	$	87	$	—		$	13,451

For the three months ended September 30, 2016, the allowance for Commercial & Agriculture loans increased due to an increase in general reserves as a result of higher loss rates and an increase in loan balances.  The result was represented as an increase in the provision.  The decrease in allowance for Commercial Real Estate – Non-Owner Occupied loans was the result of a decrease in general reserves required as a result of lower loss rates and improvement in past due, classified and non-accrual loans for this type.  The net result was represented as a decrease in the provision.  The allowance for Residential Real Estate loans was reduced by a decrease in general reserves required for this type as a result of a decrease in loss rates, represented by a decrease in the provision. The allowance for Real Estate Construction loans increased due to an increase in loss rates for this type of loan, which was represented as an increase in the provision.  The allowance for Farm Real Estate loans was reduced by a decrease in general reserves required for this type as a result of lower outstanding loan balances, represented as a decrease in the provision.  Management feels that the unallocated amount is appropriate and within the relevant range for the allowance that is reflective of the risk in the portfolio.

The following tables present, by portfolio segment, the allocation of the allowance for loan losses and related loan balances as of September 30, 2017 and December 31, 2016.

September 30, 2017	Loans acquired with credit deterioration		Loans individually evaluated for impairment		Loans collectively evaluated for impairment		Total
Allowance for loan losses:
Commercial & Agriculture	$	81	$	122	$	1,408	$	1,611
Commercial Real Estate:
Owner Occupied		—		4		2,069		2,073
Non-Owner Occupied		—		—		5,273		5,273
Residential Real Estate		52		114		2,313		2,479
Real Estate Construction		—		—		667		667
Farm Real Estate		—		6		418		424
Consumer and Other		—		—		325		325
Unallocated		—		—		94		94
Total	$	133	$	246	$	12,567	$	12,946
Outstanding loan balances:
Commercial & Agriculture	$	89	$	1,170	$	146,278	$	147,537
Commercial Real Estate:
Owner Occupied		—		1,039		166,639		167,678
Non-Owner Occupied		—		50		424,380		424,430
Residential Real Estate		139		1,386		266,314		267,839
Real Estate Construction		—		—		77,978		77,978
Farm Real Estate		—		613		38,353		38,966
Consumer and Other		—		—		17,564		17,564
Total	$	228	$	4,258	$	1,137,506	$	1,141,992

December 31, 2016	Loans acquired with credit deterioration		Loans individually evaluated for impairment		Loans collectively evaluated for impairment		Total
Allowance for loan losses:
Commercial & Agriculture	$	86	$	82	$	1,850	$	2,018
Commercial Real Estate:
Owner Occupied		—		4		2,167		2,171
Non-Owner Occupied		—		—		4,606		4,606
Residential Real Estate		89		102		2,898		3,089
Real Estate Construction		—		—		420		420
Farm Real Estate		—		—		442		442
Consumer and Other		—		—		314		314
Unallocated		—		—		245		245
Total	$	175	$	188	$	12,942	$	13,305
Outstanding loan balances:
Commercial & Agriculture	$	88	$	1,983	$	133,391	$	135,462
Commercial Real Estate:
Owner Occupied		—		1,896		159,468		161,364
Non-Owner Occupied		—		359		395,572		395,931
Residential Real Estate		168		1,686		245,454		247,308
Real Estate Construction		—		—		56,293		56,293
Farm Real Estate		—		614		40,556		41,170
Consumer and Other		—		1		17,977		17,978
Total	$	256	$	6,539	$	1,048,711	$	1,055,506

The following tables present credit exposures by internally assigned grades as of September 30, 2017 and December 31, 2016. The risk rating analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all. The Company’s internal credit risk grading system is based on experiences with similarly graded loans.

The Company’s internally assigned grades are as follows:

• Pass – loans which are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral.

• Special Mention – loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.

• Substandard – loans that have a well-defined weakness based on objective evidence and are characterized by the distinct possibility that Civista will sustain some loss if the deficiencies are not corrected.

• Doubtful – loans classified as doubtful have all the weaknesses inherent in a substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.

• Loss – loans classified as a loss are considered uncollectible, or of such value that continuance as an asset is not warranted.

Generally, Residential Real Estate, Real Estate Construction and Consumer and Other loans are not risk-graded, except when collateral is used for a business purpose.

September 30, 2017	Pass		Special Mention		Substandard		Doubtful		Ending Balance
Commercial & Agriculture	$	140,866	$	4,697	$	1,974	$	—	$	147,537
Commercial Real Estate:
Owner Occupied		156,583		7,119		3,976		—		167,678
Non-Owner Occupied		421,452		2,174		804		—		424,430
Residential Real Estate		63,081		2,054		5,998		—		71,133
Real Estate Construction		73,581		15		27		—		73,623
Farm Real Estate		30,604		6,513		1,849		—		38,966
Consumer and Other		1,598		—		75		—		1,673
Total	$	887,765	$	22,572	$	14,703	$	—	$	925,040

December 31, 2016	Pass		Special Mention		Substandard		Doubtful		Ending Balance
Commercial & Agriculture	$	127,867	$	4,300	$	3,295	$	—	$	135,462
Commercial Real Estate:
Owner Occupied		151,659		4,016		5,689		—		161,364
Non-Owner Occupied		393,592		1,676		663		—		395,931
Residential Real Estate		59,015		1,661		6,911		—		67,587
Real Estate Construction		50,678		16		27		—		50,721
Farm Real Estate		31,814		5,673		3,683		—		41,170
Consumer and Other		2,135		—		109		—		2,244
Total	$	816,760	$	17,342	$	20,377	$	—	$	854,479

The following tables present performing and nonperforming loans based solely on payment activity for the periods ended September 30, 2017 and December 31, 2016 that have not been assigned an internal risk grade. The types of loans presented here are not assigned a risk grade unless there is evidence of a problem. Payment activity is reviewed by management on a monthly basis to evaluate performance. Loans are considered to be nonperforming when they become 90 days past due or if management thinks that we may not collect all of our principal and interest. Nonperforming loans also include certain loans that have been modified in Troubled Debt Restructurings (TDRs) where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions due to economic status. Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months.

September 30, 2017	Residential Real Estate		Real Estate Construction		Consumer and Other		Total
Performing	$	196,706	$	4,355	$	15,847	$	216,908
Nonperforming		—		—		44		44
Total	$	196,706	$	4,355	$	15,891	$	216,952

December 31, 2016	Residential Real Estate		Real Estate Construction		Consumer and Other		Total
Performing	$	179,721	$	5,572	$	15,725	$	201,018
Nonperforming		—		—		9		9
Total	$	179,721	$	5,572	$	15,734	$	201,027

The following tables include an aging analysis of the recorded investment of past due loans outstanding as of September 30, 2017 and December 31, 2016.

September 30, 2017	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Purchased Credit- Impaired Loans		Total Loans		Past Due 90 Days and Accruing
Commercial & Agriculture	$	389	$	—	$	664	$	1,053	$	146,395	$	89	$	147,537	$	—
Commercial Real Estate:
Owner Occupied		—		174		516		690		166,988		—		167,678		—
Non-Owner Occupied		164		108		420		692		423,738		—		424,430		—
Residential Real Estate		218		242		878		1,338		266,362		139		267,839		—
Real Estate Construction		—		68		27		95		77,883		—		77,978		—
Farm Real Estate		—		—		193		193		38,773		—		38,966		—
Consumer and Other		86		10		48		144		17,420		—		17,564		44
Total	$	857	$	602	$	2,746	$	4,205	$	1,137,559	$	228	$	1,141,992	$	44

December 31, 2016	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Purchased Credit- Impaired Loans		Total Loans		Past Due 90 Days and Accruing
Commercial & Agriculture	$	156	$	20	$	152	$	328	$	135,046	$	88	$	135,462	$	—
Commercial Real Estate:
Owner Occupied		722		553		280		1,555		159,809		—		161,364		—
Non-Owner Occupied		147		—		316		463		395,468		—		395,931		—
Residential Real Estate		1,812		507		1,049		3,368		243,772		168		247,308		—
Real Estate Construction		—		—		27		27		56,266		—		56,293		—
Farm Real Estate		93		—		—		93		41,077		—		41,170		—
Consumer and Other		215		31		31		277		17,701		—		17,978		9
Total	$	3,145	$	1,111	$	1,855	$	6,111	$	1,049,139	$	256	$	1,055,506	$	9

The following table presents loans on nonaccrual status, excluding purchased credit-impaired (PCI) loans, as of September 30, 2017 and December 31, 2016.

	September 30, 2017		December 31, 2016
Commercial & Agriculture	$	1,889	$	1,622
Commercial Real Estate:
Owner Occupied		1,989		1,461
Non-Owner Occupied		566		464
Residential Real Estate		2,798		3,266
Real Estate Construction		27		27
Farm Real Estate		193		2
Consumer and Other		70		101
Total	$	7,532	$	6,943

Nonaccrual Loans: Loans are considered for nonaccrual status upon reaching 90 days delinquency, unless the loan is well secured and in the process of collection, although the Company may be receiving partial payments of interest and partial repayments of principal on such loans. When a loan is placed on nonaccrual status, previously accrued but unpaid interest is deducted from interest income. Payments received on nonaccrual loans are applied to the unpaid principal balance. A loan may be returned to accruing status only if one of three conditions are met: the loan is well-secured and none of the principal and interest has been past due for a minimum of 90 days; the loan is a TDR and has made a minimum of six months payments; or the principal and interest payments are reasonably assured and a sustained period of performance has occurred, generally six months.

Modifications: A modification of a loan constitutes a TDR when the Company for economic or legal reasons related to a borrower’s financial difficulties grants a concession to the borrower that it would not otherwise consider. The Company offers various types of concessions when modifying a loan, however, forgiveness of principal is rarely granted. Commercial Real Estate loans modified in a TDR often involve reducing the interest rate lower than the current market rate for new debt with similar risk. Real Estate loans modified in a TDR were primarily comprised of interest rate reductions where monthly payments were lowered to accommodate the borrowers’ financial needs.

Loans modified in a TDR are typically already on non-accrual status and partial charge-offs have in some cases already been taken against the outstanding loan balance. As a result, loans modified in a TDR may have the financial effect of increasing the specific allowance associated with the loan. An allowance for impaired loans that have been modified in a TDR are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral, less any selling costs, if the loan is collateral dependent. Management exercises significant judgment in developing these estimates. As of September 30, 2017, TDRs accounted for $298 of the allowance for loan losses. As of December 31, 2016, TDRs accounted for $278 of the allowance for loan losses.

Loan modifications that are considered TDRs completed during the periods ended September 30, 2017 and September 30, 2016 were as follows:

	For the Nine-Month Period Ended September 30, 2017
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		—	$	—	$	—
Commercial Real Estate—Owner Occupied		—		—		—
Commercial Real Estate—Non-Owner Occupied		—		—		—
Residential Real Estate		1		13		13
Real Estate Construction		—		—		—
Farm Real Estate		—		—		—
Consumer and Other		—		—		—
Total Loan Modifications		1	$	13	$	13

	For the Nine-Month Period Ended September 30, 2016
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		4	$	529	$	529
Commercial Real Estate—Owner Occupied		—		—		—
Commercial Real Estate—Non-Owner Occupied		—		—		—
Residential Real Estate		2		308		308
Real Estate Construction		—		—		—
Farm Real Estate		3		700		700
Consumer and Other		—		—		—
Total Loan Modifications		9	$	1,537	$	1,537

	For the Three-Month Period Ended September 30, 2017
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		—	$	—	$	—
Commercial Real Estate—Owner Occupied		—		—		—
Commercial Real Estate—Non-Owner Occupied		—		—		—
Residential Real Estate		—		—		—
Real Estate Construction		—		—		—
Farm Real Estate		—		—		—
Consumer and Other		—		—		—
Total Loan Modifications		—	$	—	$	—

	For the Three-Month Period Ended September 30, 2016
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		—	$	—	$	—
Commercial Real Estate—Owner Occupied		—		—		—
Commercial Real Estate—Non-Owner Occupied		—		—		—
Residential Real Estate		—		—		—
Real Estate Construction		—		—		—
Farm Real Estate		1		86		86
Consumer and Other		—		—		—
Total Loan Modifications		1	$	86	$	86

Recidivism, or the borrower defaulting on its obligation pursuant to a modified loan, results in the loan once again becoming a non-accrual loan. Recidivism occurs at a notably higher rate than do defaults on new origination loans, so modified loans present a higher risk of loss than do new origination loans.

During both the three- and nine-month periods ended September 30, 2017 and September 30, 2016, there were no defaults on loans that were modified and considered TDRs during the respective twelve previous months.

Impaired Loans: Larger (greater than $350) Commercial & Agricultural and Commercial Real Estate loan relationships, all TDRs and Residential Real Estate and Consumer loans that are part of a larger relationship are tested for impairment on a quarterly basis. These loans are analyzed to determine if it is probable that all amounts will not be collected according to the contractual terms of the loan agreement. If management determines that the value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance.

The following table includes the recorded investment and unpaid principal balances for impaired financing receivables, excluding PCI loans, with the associated allowance amount, if applicable, as of September 30, 2017 and December 31, 2016.

	September 30, 2017						December 31, 2016
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Commercial & Agriculture	$	—	$	—			$	1,230	$	1,751
Commercial Real Estate:
Owner Occupied		814		1,069				1,658		1,803
Non-Owner Occupied		50		53				359		386
Residential Real Estate		996		1,068				1,259		1,590
Farm Real Estate		149		149				614		614
Consumer and Other		—		—				1		1
Total		2,009		2,339				5,121		6,145
With an allowance recorded:
Commercial & Agriculture		1,170		1,720	$	122		753		1,303	$	82
Commercial Real Estate:
Owner Occupied		225		225		4		238		238		4
Non-Owner Occupied		—		—		—		—		—		—
Residential Real Estate		390		394		114		427		431		102
Farm Real Estate		464		464		6		—		—		—
Total		2,249		2,803		246		1,418		1,972		188
Total:
Commercial & Agriculture		1,170		1,720		122		1,983		3,054		82
Commercial Real Estate:
Owner Occupied		1,039		1,294		4		1,896		2,041		4
Non-Owner Occupied		50		53		—		359		386		—
Residential Real Estate		1,386		1,462		114		1,686		2,021		102
Farm Real Estate		613		613		6		614		614		—
Consumer and Other		—		—		—		1		1		—
Total	$	4,258	$	5,142	$	246	$	6,539	$	8,117	$	188

The following table includes the average recorded investment and interest income recognized for impaired financing receivables for the three- and nine-month periods ended September 30, 2017 and 2016.

	September 30, 2017				September 30, 2016
For the nine months ended:	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Commercial & Agriculture	$	1,609	$	27	$	1,453	$	19
Commercial Real Estate—Owner Occupied		1,632		66		1,954		66
Commercial Real Estate—Non-Owner Occupied		280		5		1,519		858
Residential Real Estate		1,554		56		1,699		60
Real Estate Construction		—		—		473		—
Farm Real Estate		614		21		1,123		17
Consumer and Other		—		—		2		—
Total	$	5,689	$	175	$	8,223	$	1,020

	September 30, 2017				September 30, 2016
For the three months ended:	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Commercial & Agriculture	$	1,366	$	7	$	2,401	$	8
Commercial Real Estate—Owner Occupied		1,377		18		1,774		21
Commercial Real Estate—Non-Owner Occupied		202		2		556		1
Residential Real Estate		1,437		17		1,873		21
Real Estate Construction		—		—		—		—
Farm Real Estate		614		8		1,032		7
Consumer and Other		—		—		2		—
Total	$	4,996	$	52	$	7,638	$	58

Changes in the amortizable yield for PCI loans were as follows, since acquisition:

	For the Nine-Month Period Ended September 30, 2017			For the Nine-Month Period Ended September 30, 2016
	(In Thousands)			(In Thousands)
Balance at beginning of period	$	49		$	82
Acquisition of PCI loans		—			—
Accretion		(27	)		(24	)
Balance at end of period	$	22		$	58

	For the Three-Month Period Ended September 30, 2017			For the Three-Month Period Ended September 30, 2016
	(In Thousands)			(In Thousands)
Balance at beginning of period	$	31		$	66
Acquisition of PCI loans		—			—
Accretion		(9	)		(8	)
Balance at end of period	$	22		$	58

The following table presents additional information regarding loans acquired and accounted for in accordance with ASC 310-30:

	At September 30, 2017		At December 31, 2016
	Acquired Loans with Specific Evidence of Deterioration of Credit Quality (ASC 310-30)		Acquired Loans with Specific Evidence of Deterioration of Credit Quality (ASC 310-30)
	(In Thousands)
Outstanding balance	$	795	$	850
Carrying amount		228		256

There has been $133 and $175 in allowance for loan losses recorded for acquired loans with or without specific evidence of deterioration in credit quality as of September 30, 2017 and December 31, 2016, respectively.

Foreclosed Assets Held For Sale

Foreclosed assets acquired in settlement of loans are carried at fair value less estimated costs to sell and are included in other assets on the Consolidated Balance Sheet. As of September 30, 2017 and December 31, 2016, a total of $27 and $37, respectively of foreclosed assets were included with other assets. As of September 30, 2017, included within the foreclosed assets is $27 of consumer residential mortgages that were foreclosed on or received via a deed in lieu transaction prior to the period end. As of September 30, 2017 and December 31, 2016, the Company had initiated formal foreclosure procedures on $251 and $710, respectively, of consumer residential mortgages.

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Other Comprehensive Income

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

Other Comprehensive Income

(6) Other Comprehensive Income

The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax.

	For the Nine-Month Period Ended								For the Nine-Month Period Ended
	September 30, 2017 (a)								September 30, 2016 (a)
	Unrealized Gains and Losses on Available-for- Sale Securities		Defined Benefit Pension Items			Total			Unrealized Gains and Losses on Available-for- Sale Securities			Defined Benefit Pension Items			Total
Beginning balance	$	2,008	$	(4,345	)	$	(2,337	)	$	3,554		$	(4,049	)	$	(495	)
Other comprehensive income before reclassifications		1,309		—			1,309			1,514			—			1,514
Amounts reclassified from accumulated other    comprehensive loss		6		625			631			(13	)		165			152
Net current-period other comprehensive income		1,315		625			1,940			1,501			165			1,666
Ending balance	$	3,323	$	(3,720	)	$	(397	)	$	5,055		$	(3,884	)	$	1,171

(a) Amounts in parentheses indicate debits on the consolidated balance sheets.

The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss).

	Amount Reclassified from Accumulated Other Comprehensive Income (Loss) (a)
Details about Accumulated Other Comprehensive (Loss) Components	For the nine months ended September 30, 2017			For the nine months ended September 30, 2016			Affected Line Item in the Statement Where Net Income is Presented
Unrealized gains and losses on available-for-sale securities	$	(9	)	$	20		Net gain (loss) on securities available for sale
Tax effect		3			(7	)	Income tax expense
		(6	)		13		Net of tax
Amortization of defined benefit pension items
Actuarial gains/(losses) (b)		(946	)		(249	)	Salaries, wages and benefits
Tax effect		321			84		Income tax expense
		(625	)		(165	)	Net of tax
Total reclassifications for the period	$	(631	)	$	(152	)	Net of tax

(a) Amounts in parentheses indicate expenses/losses and other amounts indicate income/benefit.

(b) These accumulated other comprehensive income components are included in the computation of net periodic pension cost.

	For the Three-Month Period Ended								For the Three-Month Period Ended
	September 30, 2017 (a)								September 30, 2016 (a)
	Unrealized Gains and Losses on Available-for- Sale Securities		Defined Benefit Pension Items			Total			Unrealized Gains and Losses on Available-for- Sale Securities			Defined Benefit Pension Items			Total
Beginning balance	$	3,266	$	(4,002	)	$	(736	)	$	5,863		$	(3,939	)	$	1,924
Other comprehensive income before reclassifications		51		—			51			(796	)		—			(796	)
Amounts reclassified from accumulated other    comprehensive loss		6		282			288			(12	)		55			43
Net current-period other comprehensive income		57		282			339			(808	)		55			(753	)
Ending balance	$	3,323	$	(3,720	)	$	(397	)	$	5,055		$	(3,884	)	$	1,171

(a) Amounts in parentheses indicate debits on the consolidated balance sheets.

The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss).

	Amount Reclassified from Accumulated Other Comprehensive Income (Loss) (a)
Details about Accumulated Other Comprehensive (Loss) Components	For the three months ended September 30, 2017			For the three months ended September 30, 2016			Affected Line Item in the Statement Where Net Income is Presented
Unrealized gains and losses on available-for-sale securities	$	(9	)	$	18		Net gain (loss) on securities available for sale
Tax effect		3			(6	)	Income tax expense
		(6	)		12		Net of tax
Amortization of defined benefit pension items
Actuarial gains/(losses) (b)		(426	)		(83	)	Salaries, wages and benefits
Tax effect		144			28		Income tax expense
		(282	)		(55	)	Net of tax
Total reclassifications for the period	$	(288	)	$	(43	)	Net of tax

(a) Amounts in parentheses indicate expenses/losses and other amounts indicate income/benefit.

(b) These accumulated other comprehensive income components are included in the computation of net periodic pension cost.

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Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2017

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

(7) Goodwill and Intangible Assets

The balance of goodwill was $27,095 at September 30, 2017 and December 31, 2016. Management performs an annual evaluation of goodwill for impairment, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Management last performed an evaluation of the Company’s goodwill during the fourth quarter of 2016 and concluded that the Company’s goodwill was not impaired at December 31, 2016.

There was no change in the carrying amount of goodwill for the periods ended September 30, 2017 and December 31, 2016.

Acquired intangible assets, other than goodwill, as of September 30, 2017 and December 31, 2016 were as follows:

	2017						2016
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets(1):
MSRs	$	1,022	$	302	$	720	$	912	$	250	$	662
Core deposit intangibles		7,274		6,634		640		7,274		6,152		1,122
Total amortized intangible assets	$	8,296	$	6,936	$	1,360	$	8,186	$	6,402	$	1,784

(1) Excludes fully amortized intangible assets

Aggregate core deposit intangible amortization expense was $158, $172, $483 and $527 for the three and nine-months ended September 30, 2017 and 2016, respectively.

Aggregate mortgage servicing rights amortization was $23, $30, $51 and $45 for the three and nine-months ended September 30, 2017 and 2016, respectively.

Estimated amortization expense for each of the next five years and thereafter is as follows:

	MSRs		Core deposit intangibles		Total
2017	$	30	$	104	$	134
2018		40		111		151
2019		40		88		128
2020		40		72		112
2021		40		68		108
Thereafter		530		197		727
	$	720	$	640	$	1,360

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Short-Term Borrowings

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Short-Term Borrowings

(8) Short-Term Borrowings

Short-term borrowings, which consist of federal funds purchased and other short-term borrowings are included in Federal Home Loan Bank advances on the Consolidated Balance Sheets and are summarized as follows:

	At September 30, 2017						At December 31, 2016
	Federal Funds Purchased			Short-term Borrowings			Federal Funds Purchased			Short-term Borrowings
Outstanding balance	$	—		$	41,750		$	—		$	31,000
Maximum indebtedness		22,500			115,050			20,000			70,400
Average balance		156			42,102			116			10,483
Average rate paid		1.71	%		1.08	%		0.86	%		0.42	%
Interest rate on balance		—			1.17	%		—			0.64	%

Average balance during the period represent daily averages. Average rate paid represents interest expense divided by the related average balances.

These borrowing transactions can range from overnight to six months in maturity. The average maturity was one day at September 30, 2017 and December 31, 2016.

Securities sold under agreements to repurchase are used to facilitate the needs of our customers as well as to facilitate our short-term funding needs. Securities sold under repurchase agreements are carried at the amount of cash received in association with the agreement. We continuously monitor the collateral levels and may be required, from time to time, to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agents.

The following table presents detail regarding the securities pledged as collateral under repurchase agreements as of September 30, 2017 and December 31, 2016. All of the repurchase agreements are overnight agreements.

	September 30, 2017		December 31, 2016
Securities pledged for repurchase agreements:
U.S. Treasury securities	$	742	$	1,761
Obligations of U.S. government agencies		14,406		27,164
Total securities pledged	$	15,148	$	28,925
Gross amount of recognized liabilities for repurchase agreements	$	15,148	$	28,925
Amounts related to agreements not included in offsetting    disclosures above	$	—	$	—

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Earnings per Common Share

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

Earnings per Common Share

(9) Earnings per Common Share

Basic earnings per common share are computed as net income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share include the dilutive effect, if any, of additional potential common shares issuable under the equity incentive plan, computed using the treasury stock method, and the impact of the Company’s convertible preferred stock using the “if converted” method.

	Three months ended				Nine months ended
	September 30,				September 30,
	2017		2016		2017		2016
Basic
Net income	$	3,660	$	3,680	$	11,892	$	13,586
Preferred stock dividends		308		374		935		1,156
Net income available to common shareholders—basic	$	3,352	$	3,306	$	10,957	$	12,430
Weighted average common shares outstanding—basic		10,170,734		8,042,303		9,815,118		7,922,170
Basic earnings per common share	$	0.33	$	0.41	$	1.12	$	1.57
Diluted
Net income available to common shareholders—basic	$	3,352	$	3,306	$	10,957	$	12,430
Preferred stock dividends		308		374		935		1,156
Net income available to common shareholders—diluted	$	3,660	$	3,680	$	11,892	$	13,586
Weighted average common shares outstanding for basic    earnings per common share		10,170,734		8,042,303		9,815,118		7,922,170
Add: Dilutive effects of convertible preferred shares		2,426,565		2,922,609		2,455,008		3,024,712
Average shares and dilutive potential common shares    outstanding—diluted		12,597,299		10,964,912		12,270,126		10,946,882
Diluted earnings per common share	$	0.29	$	0.34	$	0.97	$	1.24

For the three-month period ended September 30, 2017 there were 2,426,565 dilutive shares related to the Company’s convertible preferred stock. For the nine-month period ended September 30, 2017 there were 2,455,008 dilutive shares related to the Company’s convertible preferred stock. For the three-month period ended September 30, 2016 there were 2,922,609 dilutive shares related to the Company’s convertible preferred stock. For the nine-month period ended September 30, 2016 there were 3,024,712 dilutive shares related to the Company’s convertible preferred stock. Under the “if converted” method, all convertible preferred shares are assumed to be converted into common shares at the corresponding conversion rate. These additional shares are then added to the common shares outstanding to calculate diluted earnings per share.

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Commitments, Contingencies and Off-Balance Sheet Risk

9 Months Ended

Sep. 30, 2017

Commitments And Contingencies Disclosure [Abstract]

Commitments, Contingencies and Off-Balance Sheet Risk

(10) Commitments, Contingencies and Off-Balance Sheet Risk

Some financial instruments, such as loan commitments, credit lines, letters of credit and overdraft protection, are issued to meet customers’ financing needs. These are agreements to provide credit or to support the credit of others, as long as the conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk of credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of commitment. The contractual amounts of financial instruments with off-balance-sheet risk were as follows for September 30, 2017 and December 31, 2016:

	Contract Amount
	September 30, 2017				December 31, 2016
	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
Commitment to extend credit:
Lines of credit and construction loans	$	8,042	$	271,718	$	6,905	$	202,923
Overdraft protection		6		32,223		5		29,075
Letters of credit		624		317		600		349
	$	8,672	$	304,258	$	7,510	$	232,347

Commitments to make loans are generally made for a period of one year or less. Fixed rate loan commitments included in the table above had interest rates ranging from 3.25% to 8.00% at September 30, 2017 and from 3.25% to 8.75% at December 31, 2016. Maturities extend up to 30 years.

Civista is required to maintain certain reserve balances on hand in accordance with the Federal Reserve Board requirements. The average reserve balance maintained in accordance with such requirements was $5,223 on September 30, 2017 and $2,887 on December 31, 2016.

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Pension Information

9 Months Ended

Sep. 30, 2017

Compensation And Retirement Disclosure [Abstract]

Pension Information

(11) Pension Information

The Company sponsors a pension plan which is a noncontributory defined benefit retirement plan. Annual payments, subject to the maximum amount deductible for federal income tax purposes, are made to a pension trust fund. In 2006, the Company amended the pension plan to provide that no employee could be added as a participant to the pension plan after December 31, 2006. In 2014, the Company amended the pension plan again to provide that no additional benefits would accrue beyond April 30, 2014.

Net periodic pension benefit was as follows:

	Three months ended						Nine months ended
	September 30,						September 30,
	2017			2016			2017			2016
Service cost	$	—		$	—		$	—		$	—
Interest cost		171			170			509			509
Expected return on plan assets		(283	)		(274	)		(844	)		(821	)
Other components		426			83			946			249
Net periodic pension benefit	$	314		$	(21	)	$	611		$	(63	)

The total amount of pension contributions expected to be paid by the Company in 2017 is $2,000. The Company contributed $500 in 2016.

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Equity Incentive Plan

9 Months Ended

Sep. 30, 2017

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Equity Incentive Plan

(12) Equity Incentive Plan

At the Company’s 2014 annual meeting, the shareholders adopted the Company’s 2014 Incentive Plan (“2014 Incentive Plan”). The 2014 Incentive Plan authorizes the Company to grant options, stock awards, stock units and other awards for up to 375,000 common shares of the Company. There were 292,209 shares available for future grants under this plan at September 30, 2017.

During each of the last three years, the Board of Directors has awarded restricted common shares to senior officers of the Company. The restricted shares vest ratably over a three-year period following the grant date. The product of the number of restricted shares granted and the grant date market price of the Company’s common shares determines the fair value of restricted shares under the Company’s 2014 Incentive Plan. Management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period for the entire award.

On January 4, 2016, directors of the Company’s banking subsidiary, Civista, were paid a retainer in the form of non-restricted common shares of the Company. The aggregate of 2,730 common shares were issued to Civista directors as payment of their retainer for their service on the Civista Board of Directors covering the period up to the 2016 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $32.

On May 17, 2016, directors of the Company’s banking subsidiary, Civista, were paid a retainer in the form of non-restricted common shares of the Company. The aggregate of 12,285 common shares were issued to Civista directors as payment of their retainer for their service on the Civista Board of Directors covering the period up to the 2017 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $130.

On May 16, 2017, directors of the Company’s banking subsidiary, Civista, were paid a retainer in the form of non-restricted common shares of the Company. The aggregate of 6,804 common shares were issued to Civista directors as payment of their retainer for their service on the Civista Board of Directors covering the period up to the 2018 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $144.

Finally, on September 11, 2017, a newly appointed director of the Company’s banking subsidiary, Civista, was paid a retainer in the form of non-restricted common shares of the Company. The aggregate of 367 common shares was issued as payment of her retainer for her service on the Civista Board of Directors covering the period up to the 2018 Annual Meeting. This issuance was expensed in its entirety when the shares were issued in the amount of $8.

No options had been granted under the 2014 Incentive Plan as of September 30, 2017 and 2016.

The Company classifies share-based compensation for employees with “Salaries, wages and benefits” in the consolidated statements of operations. Additionally, generally accepted accounting principles require the Company to report: (1) the expense associated with the grants as an adjustment to operating cash flows, and (2) any benefits of realized tax deductions in excess of previously recognized tax benefits on compensation expense as an operating cash flow.

The following is a summary of the status of the Company’s restricted shares and changes therein for the three- and nine-month periods ended September 30, 2017:

	Three months ended				Nine months ended
	September 30, 2017				September 30, 2017
	Number of Restricted Shares		Weighted Average Grant Date Fair Value		Number of Restricted Shares			Weighted Average Grant Date Fair Value
Nonvested at beginning of period		42,138	$	15.60		37,050		$	10.77
Granted		—		—		17,898			22.15
Vested		—		—		(12,810	)		10.76
Forfeited		—		—		—			—
Nonvested at September 30, 2017		42,138	$	15.60		42,138		$	15.60

The following is a summary of the status of the Company’s awarded restricted shares as of September 30, 2017:

At September 30, 2017
Date of Award	Shares		Remaining Expense		Remaining Vesting Period (Years)
March 17, 2015		16,699	$	9		0.25
March 11, 2016		15,748		41		1.25
March 20, 2017		11,713		126		2.25
January 15, 2016		10,260		72		3.25
March 20, 2017		6,185		119		4.25
		60,605	$	367		2.93

During the nine months ended September 30, 2017, the Company recorded $225 of share-based compensation expense and $152 of director retainer fees for shares granted under the 2014 Incentive Plan. At September 30, 2017, the total compensation cost related to unvested awards not yet recognized is $367, which is expected to be recognized over the weighted average remaining life of the grants of 2.93 years.

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Fair Value Measurement

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Fair Value Measurement

(13) Fair Value Measurement

The Company uses a fair value hierarchy to measure fair value. This hierarchy describes three levels of inputs that may be used to measure fair value. Level 1: Quoted prices for identical assets in active markets that are identifiable on the measurement date; Level 2: Significant other observable inputs, such as quoted prices for similar assets, quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data; Level 3: Significant unobservable inputs that reflect the Company’s own view about the assumptions that market participants would use in pricing an asset.

Debt securities: The fair values of securities available for sale are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

Equity securities: The Company’s equity securities are not actively traded in an open market. The fair values of these equity securities available for sale is determined by using market data inputs for similar securities that are observable (Level 2 inputs).

The fair value of the swap asset/liability: The fair value of the swap asset and liability is based on an external derivative model using data inputs as of the valuation date and classified Level 2. The changes in fair value of these assets/liabilities had no impact on net income or comprehensive income.

Impaired loans: The Company has measured impairment on impaired loans generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties. In some cases, management may adjust the appraised value due to the ageof the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. Additionally, management makes estimates about expected costs to sell the property which are also included in the net realizable value. If the fair value of the collateral dependent loan is less than the carrying amount of the loan, a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included as a Level 3 measurement.

Other real estate owned: OREO is carried at the lower of cost or fair value, which is measured at the date of foreclosure. If the fair value of the collateral exceeds the carrying amount of the loan, no charge-off or adjustment is necessary, the loan is not considered to be carried at fair value, and is therefore not included in the table below. If the fair value of the collateral is less than the carrying amount of the loan, management will charge the loan down to its estimated realizable value. Management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. In these cases, the properties are categorized in the below table as Level 3 measurements since these adjustments are considered to be unobservable inputs. Income and expenses from operations are included in other operating expenses. Further declines in the fair value of the collateral subsequent to foreclosure are included in net gain on sale of other real estate owned.

Assets measured at fair value are summarized below.

	Fair Value Measurements at September 30, 2017 Using:
Assets:	(Level 1)		(Level 2)		(Level 3)
Assets measured at fair value on a recurring basis:
U.S. Treasury securities and obligations of U.S. Government    agencies	$	—	$	31,063	$	—
Obligations of states and political subdivisions		—		113,615		—
Mortgage-backed securities in government sponsored entities		—		83,923		—
Equity securities in financial institutions		—		818		—
Swap asset		—		1,706		—
Liabilities measured at fair value on a recurring basis:
Swap liability		—		1,706		—
Assets measured at fair value on a nonrecurring basis:
Impaired loans	$	—	$	—	$	1,639
Other real estate owned		—		—		27

	Fair Value Measurements at December 31, 2016 Using:
Assets:	(Level 1)		(Level 2)		(Level 3)
Assets measured at fair value on a recurring basis:
U.S. Treasury securities and obligations of U.S. Government    agencies	$	—	$	37,446	$	—
Obligations of states and political subdivisions		—		94,998		—
Mortgage-backed securities in government sponsored entities		—		62,642		—
Equity securities in financial institutions		—		778		—
Swap asset		—		1,839		—
Liabilities measured at fair value on a recurring basis:
Swap liability		—		1,839		—
Assets measured at fair value on a nonrecurring basis:
Impaired loans	$	—	$	—	$	952
Other real estate owned		—		—		37

The following table presents quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at September 30, 2017.

	Quantitative Information about Level 3 Fair Value Measurements
September 30, 2017	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average
Impaired loans	$	1,639	Appraisal of collateral	Appraisal adjustments	10% - 48%		34%
				Liquidation expense	0% - 10%		4%
				Holding period	0 - 30 months	20 months
Other real estate owned	$	27	Appraisal of collateral	Appraisal adjustments	10% - 30%		10%
				Liquidation expense	0% - 10%		10%

The following table presents quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at December 31, 2016.

	Quantitative Information about Level 3 Fair Value Measurements
December 31, 2016	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average
Impaired loans	$	952	Appraisal of collateral	Appraisal adjustments	10% - 67%		64%
				Liquidation expense	0% - 10%		4%
				Holding period	0 - 30 months	19 months
Other real estate owned	$	37	Appraisal of collateral	Appraisal adjustments	10% - 30%		10%
				Liquidation expense	0% - 10%		10%

The carrying amount and fair values of financial instruments are as follows:

September 30, 2017	Carrying Amount		Total Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from financial institutions	$	33,394	$	33,394	$	33,394	$	—	$	—
Securities available for sale		229,419		229,419		—		229,419		—
Other securities		14,247		14,247		14,247		—		—
Loans, held for sale		4,662		4,662		4,662		—		—
Loans, net of allowance for loan losses		1,129,046		1,130,083		—		—		1,130,083
Bank owned life insurance		24,981		24,981		24,981		—		—
Accrued interest receivable		4,999		4,999		4,999		—		—
Swap asset		1,706		1,706		—		1,706		—
Financial Liabilities:
Nonmaturing deposits		947,262		947,262		947,262		—		—
Time deposits		254,027		254,017		—		—		254,017
Short-term FHLB advances		41,750		41,722		41,722		—		—
Long-term FHLB advances		15,000		14,966		—		—		14,966
Securities sold under agreement to repurchase		15,148		15,148		15,148		—		—
Subordinated debentures		29,427		29,470		—		—		29,470
Accrued interest payable		244		244		244		—		—
Swap liability		1,706		1,706		—		1,706		—

December 31, 2016	Carrying Amount		Total Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from financial institutions	$	36,695	$	36,695	$	36,695	$	—	$	—
Securities available for sale		195,864		195,864		—		195,864		—
Loans, held for sale		2,268		2,268		2,268		—		—
Loans, net of allowance for loan losses		1,042,201		1,047,329		—		—		1,047,329
Other securities		14,055		14,055		14,055		—		—
Bank owned life insurance		24,552		24,552		24,552		—		—
Accrued interest receivable		3,854		3,854		3,854		—		—
Swap asset		1,839		1,839		—		1,839		—
Financial Liabilities:
Nonmaturing deposits		913,677		913,677		913,677		—		—
Time deposits		207,426		207,784		—		—		207,784
Short-term FHLB advances		31,000		31,007		31,007		—		—
Long-term FHLB advances		17,500		17,553		—		—		17,553
Securities sold under agreement to repurchase		28,925		28,925		28,925		—		—
Subordinated debentures		29,427		27,414		—		—		27,414
Accrued interest payable		181		181		181		—		—
Swap liability		1,839		1,839		—		1,839		—

Cash and due from financial institutions: The carrying amounts for cash and due from financial institutions approximate fair value because they have original maturities of less than 90 days and do not present unanticipated credit concerns.

Securities available for sale: The fair value of securities are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). For equity securities, management uses market information related to the value of similar institutions to determine the fair value (Level 2 inputs).

Other securities: The carrying value of regulatory stock approximates fair value based on applicable redemption provisions.

Loans, held-for-sale: Loans held for sale are priced individually at market rates on the day that the loan is locked for commitment to an investor. Because the holding period of such loans is typically short, the carrying value generally approximates the fair value at the time the commitment is received. All loans inthe held-for-sale account conform to Fannie Mae underwriting guidelines, with specific intent of the loan being purchased by an investor at the predetermined rate structure.

Loans, net of allowance for loan losses: Fair values for loans, other than impaired, are estimated for portfolios of loans with similar financial characteristics. The fair value of performing loans has been estimated by discounting expected future cash flows of the underlying portfolios. The discount rates used in these calculations are generally derived from the treasury yield curve and are calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate inherent in the loan. The estimated maturity is based on the Company’s historical experience with repayments for each loan classification. Changes in these significant unobservable inputs used in discounted cash flow analysis, such as the discount rate or prepayment speeds, could lead to changes in the underlying fair value.

Bank owned life insurance: The carrying value of bank owned life insurance approximates the fair value based on applicable redemption provisions.

Accrued interest receivable and payable and securities sold under agreements to repurchase: The carrying amounts for accrued interest receivable, accrued interest payable and securities sold under agreements to repurchase approximate fair value because they are generally received or paid in 90 days or less and do not present unanticipated credit concerns.

Deposits: The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings and NOW accounts, and money market accounts, is equal to the amount payable on demand.

The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the market rates currently offered for deposits of similar remaining maturities.

The deposits’ fair value estimates do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market, commonly referred to as the core deposit intangible.

Federal Home Loan Bank (“FHLB”) advances: Rates available to the Company for borrowed funds with similar terms and remaining maturities are used to estimate the fair value of borrowed funds.

Subordinated debentures: The fair value of subordinated debentures is based on the discounted value of contractual cash flows of the underlying debt agreements. The discount rate is estimated using the current rate for the borrowing from the FHLB with the most similar terms.

Fair value swap asset and liability: The fair value of the swap asset and liability is based on an external derivative model using data inputs as of the valuation date.

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Derivative Hedging Instruments

9 Months Ended

Sep. 30, 2017

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Hedging Instruments

(14) Derivative Hedging Instruments

To accommodate customer need and to support the Company’s asset/liability positioning, on occasion we enter into interest rate swaps with a customer and a bank counterparty. The Company enters into a floating rate loan and a fixed rate swap with our customer. Simultaneously, the Company enters into an offsetting fixed rate swap with a bank counterparty. In connection with each swap transaction, the Company agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on the same notional amount at a fixed interest rate. At the same time, the Company agrees to pay a bank counterparty the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. These transactions allow the Company’s customer to effectively convert variable rate loans to fixed rate loans. Since the Company acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts offset each other and do not significantly impact the Company’s results of operations.

The following table summarizes the Company’s interest rate swap positions and the impact of a 1 basis point change in interest rates as of September 30, 2017.

	Notional Amount			Weighted Average Rate Received/(Paid)			Impact of a 1 basis point change in interest rates			Repricing Frequency
Derivative Assets	$	60,711			5.09	%	$	35		Monthly
Derivative Liabilities		(60,711	)		-5.09	%		(35	)	Monthly
Net Exposure	$	—					$	—

The following table summarizes the Company’s interest rate swap positions and the impact of a 1 basis point change in interest rates as of December 31, 2016.

	Notional Amount			Weighted Average Rate Received/(Paid)			Impact of a 1 basis point change in interest rates			Repricing Frequency
Derivative Assets	$	52,975			5.07	%	$	30		Monthly
Derivative Liabilities		(52,975	)		-5.07	%		(30	)	Monthly
Net Exposure	$	—					$	—

The Company monitors and controls all derivative products with a comprehensive Board of Director approved commercial loan swap policy. All hedge transactions must be approved in advance by the Lenders Loan Committee or the Directors Loan Committee of the Board of Directors.

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Qualified Affordable Housing Project Investments

9 Months Ended

Sep. 30, 2017

Federal Home Loan Banks [Abstract]

Qualified Affordable Housing Project Investments

(15) Qualified Affordable Housing Project Investments

The Company invests in certain qualified affordable housing projects. At September 30, 2017 and December 31, 2016, the balance of the investment for qualified affordable housing projects was $3,079 and $2,754, respectively. These balances are reflected in the other assets line on the Consolidated Balance Sheet. The unfunded commitments related to the investments in qualified affordable housing projects totaled $4,741 and $2,313 at September 30, 2017 and December 31, 2016, respectively.

During the nine months ended September 30, 2017 and 2016, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $247 and $231, offset by tax credits and other benefits from its investment in affordable housing tax credits of $414 and $442, respectively. During the quarters ended September 30, 2017 and 2016, the Company recognized amortization expense with respect to its investments in qualified affordable housing projects of $82 and $77, offset by tax credits and other benefits from its investment in affordable housing tax credits of $138 and $147, respectively. During the three and nine months ended September 30, 2017 and 2016, the Company did not incur impairment losses related to its investment in qualified affordable housing projects.

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Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Allowance for Loan Losses

Allowance for Loan Losses:  The allowance for loan losses is regularly reviewed by management to determine that the amount is considered adequate to absorb probable losses in the loan portfolio.  If not, an additional provision is made to increase the allowance.  This evaluation includes specific loss estimates on certain individually reviewed impaired loans, the pooling of commercial credits risk graded as special mention and substandard that are not individually analyzed, and general loss estimates that are based upon the size, quality, and concentration characteristics of the various loan portfolios, adverse situations that may affect a borrower’s ability to repay, and current economic and industry conditions, among other items.

Those judgments and assumptions that are most critical to the application of this accounting policy are assessing the initial and on-going credit-worthiness of the borrower, the amount and timing of future cash flows of the borrower that are available for repayment of the loan, the sufficiency of underlying collateral, the enforceability of third-party guarantees, the frequency and subjectivity of loan reviews and risk ratings, emerging or changing trends that might not be fully captured in the historical loss experience, and charges against the allowance for actual losses that are greater than previously estimated. These judgments and assumptions are dependent upon or can be influenced by a variety of factors, including the breadth and depth of experience of lending officers, credit administration and the corporate loan review staff that periodically review the status of the loan, changing economic and industry conditions, changes in the financial condition of the borrower and changes in the value and availability of the underlying collateral and guarantees.  

Pension Benefits

Pension Benefits:  Pension costs and liabilities are dependent on assumptions used in calculating such amounts.  These assumptions include discount rates, benefits earned, interest costs, expected return on plan assets, mortality rates, and other factors.  In accordance with GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense and the recorded obligation of future periods.  While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the Company’s pension obligations and future expense.

Use of Estimates

Use of Estimates : To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, impairment of goodwill, fair values of financial instruments, deferred taxes and pension obligations are particularly subject to change.

Income Taxes

Income Taxes : Income tax expense is based on the effective tax rate expected to be applicable for the entire year. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax basis of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

Business Combinations

Business Combinations: At the date of acquisition the Company records the assets and liabilities of the acquired companies on the Consolidated Balance Sheet at their fair value. The results of operations for acquired companies are included in the Company’s Consolidated Statements of Operations beginning at the acquisition date. Expenses arising from acquisition activities are recorded in the Consolidated Statements of Operations during the period incurred.

Reclassifications

Reclassifications: Some items in the prior year financial statements were reclassified to conform to the current presentation. Such reclassifications had no effect on net income or shareholders’ equity.

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities : The Company enters into interest rate swap agreements to facilitate the risk management strategies of a small number of commercial banking customers. All derivatives are accounted for in accordance with ASC-815, Derivatives and Hedging . The Company mitigates the risk of entering into these agreements by entering into equal and offsetting swap agreements with highly rated third party financial institutions. The swap agreements are free-standing derivatives and are recorded at fair value in the Company’s consolidated balance sheets. The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes because the Company does not currently intend to execute a setoff with its’ counterparties. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of marketable securities, is posted by the counterparty with net liability positions in accordance with contract thresholds.

Effect of Newly Issued but Not Yet Effective Accounting Standards

Effect of Newly Issued but Not Yet Effective Accounting Standards:

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The Update’s core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this Update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. However, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606) to defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. All other entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. Because the guidance does not apply to revenue associated with financial instruments, including loans and securities, we do not expect the new standard, or any of the amendments, to result in a material change from our current accounting for revenue because the majority of the Company’s financial instruments are not within the scope of Topic 606. However, we do expect that the standard will result in new disclosure requirements, which are currently being evaluated.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . This Update applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. Among other things, this Update (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (g) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (h) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities including not-for-profit entities and employee benefit plans within the scope of Topics 960 through 965 on plan accounting, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. All entities that are not public business entities may adopt the amendments in this Update earlier as of the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The standard in this Update requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. A short-term lease is defined as one in which: (a) the lease term is 12 months or less, and (b) there is not an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For short-term leases, lessees may elect to recognize lease payments over the lease term on a straight-line basis. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently assessing the practical expedients it may elect at adoption, but does not anticipate the amendments will have a significant impact to the financial statements. Based on the Company’s preliminary analysis of its current portfolio, the impact to the Company’s balance sheet is estimated to result in less than a 1% increase in assets and liabilities. The Company also anticipates additional disclosures to be provided at adoption.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the impairment model for most financial assets. This ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of ASU 2016-13 is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment . To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. A public business entity that is a U.S. Securities and Exchange Commission (“SEC”) filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. A public business entity that is not an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2020. All other entities, including not-for-profit entities, that are adopting the amendments in this Update should do so for their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In March 2017, the FASB issued ASU 2017-07, Compensation—Retirement Benefits (Topic 715) . The amendments in this Update require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period.  The other components of net benefit cost as defined in paragraphs 715-30-35-4 and 715-60-35-9 are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed.  The guidance is effective for public business entities for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. For all other entities (including all nonprofit organizations “NPOs”), it is effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. This guidance is required to be applied on a retrospective basis for the presentation of the service cost component and the other components of net benefit cost and on a prospective basis for the capitalization of only the service cost component of net benefit cost. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20). The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity should apply the amendments in this Update on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718) , which affects any entity that changes the terms or conditions of a share-based payment award. This Update amends the definition of modification by qualifying that modification accounting does not apply to changes to outstanding share-based payment awards that do not affect the total fair value, vesting requirements, or equity/liability classification of the awards. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied prospectively to an award modified on or after the adoption date. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivative and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down-round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down-round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down-round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down-round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down- round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options ), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Accounting Standards Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part I of this Update should be applied either retrospectively to outstanding financial instruments with a down-round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective or retrospectively to outstanding financial instruments with a down-round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 850), the objective of which is to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, the amendments in this Update make certain targeted improvements to simplify the application and disclosure of the hedge accounting guidance in current general accepted accounting principles.  For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods beginning after December 15, 2020. Early application is permitted in any period after issuance.  For cash flow and net investment hedges existing at the date of adoption, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the amendments in this Update. The amended presentation and disclosure guidance is required only prospectively.  The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In September 2017, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.  The SEC Observer said that the SEC staff would not object if entities that are considered public business entities only because their financial statements or financial information is required to be included in another entity’s SEC filing use the effective dates for private companies when they adopt ASC 606, Revenue from Contracts with Customers, and ASC 842, Leases. The Update also supersedes certain SEC paragraphs in the Codification related to previous SEC staff announcements and moves other paragraphs, upon adoption of ASC 606 or ASC 842.  This Update is not expected to have a significant impact on the Company’s financial statements.

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Securities (Tables)

9 Months Ended

Sep. 30, 2017

Investments Debt And Equity Securities [Abstract]

Available for Sale Securities

The amortized cost and fair market value of available for sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive loss were as follows:

September 30, 2017	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities and obligations of U.S. government    agencies	$	30,972	$	178	$	(87	)	$	31,063
Obligations of states and political subdivisions		109,443		4,397		(225	)		113,615
Mortgage-backed securities in government sponsored entities		83,486		793		(356	)		83,923
Total debt securities		223,901		5,368		(668	)		228,601
Equity securities in financial institutions		481		337		—			818
Total	$	224,382	$	5,705	$	(668	)	$	229,419

December 31, 2016	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities and obligations of U.S. government    agencies	$	37,406	$	117	$	(77	)	$	37,446
Obligations of states and political subdivisions		92,177		3,395		(574	)		94,998
Mortgage-backed securities in government sponsored entities		62,756		483		(597	)		62,642
Total debt securities		192,339		3,995		(1,248	)		195,086
Equity securities in financial institutions		481		297		—			778
Total	$	192,820	$	4,292	$	(1,248	)	$	195,864

Fair Value of Securities by Contractual Maturity

The amortized cost and fair value of securities at September 30, 2017, by contractual maturity, is shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Securities not due at a single maturity date, primarily mortgage-backed securities and equity securities are shown separately.

Available for sale	Amortized Cost		Fair Value
Due in one year or less	$	5,099	$	5,108
Due after one year through five years		30,106		30,180
Due after five years through ten years		33,441		35,104
Due after ten years		71,769		74,286
Mortgage-backed securities		83,486		83,923
Equity securities		481		818
Total securities available for sale	$	224,382	$	229,419

Proceeds from Sales of Securities, Gross Realized Gains and Losses

Proceeds from sales of securities, gross realized gains and gross realized losses were as follows:

	Three months ended					Nine Months Ended
	September 30,					September 30,
	2017			2016		2017			2016
Sale proceeds	$	953		$	2,385	$	953		$	4,379
Gross realized gains		—			18		—			18
Gross realized losses		—			—		—			—
Gains (losses) from securities called or settled by the issuer		(9	)		—		(9	)		2

Securities with Unrealized Losses Not Recognized in Income

Securities with unrealized losses at September 30, 2017 and December 31, 2016 not recognized in income are as follows:

September 30, 2017	12 Months or less					More than 12 months					Total
Description of Securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Treasury securities and obligations of    U.S. government agencies	$	13,574	$	(48	)	$	3,761	$	(39	)	$	17,335	$	(87	)
Obligations of states and political subdivisions		4,960		(51	)		5,462		(174	)		10,422		(225	)
Mortgage-backed securities in gov’t sponsored entities		21,758		(108	)		15,062		(248	)		36,820		(356	)
Total temporarily impaired	$	40,292	$	(207	)	$	24,285	$	(461	)	$	64,577	$	(668	)

December 31, 2016	12 Months or less					More than 12 months					Total
Description of Securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. Treasury securities and obligations of    U.S. government agencies	$	13,271	$	(61	)	$	893	$	(16	)	$	14,164	$	(77	)
Obligations of states and political subdivisions		17,167		(558	)		519		(16	)		17,686		(574	)
Mortgage-backed securities in gov’t sponsored entities		35,453		(566	)		2,849		(31	)		38,302		(597	)
Total temporarily impaired	$	65,891	$	(1,185	)	$	4,261	$	(63	)	$	70,152	$	(1,248	)

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Loans (Tables)

9 Months Ended

Sep. 30, 2017

Receivables [Abstract]

Loan Balances

Loan balances were as follows:

	September 30, 2017			December 31, 2016
Commercial and agriculture	$	147,537		$	135,462
Commercial real estate- owner occupied		167,678			161,364
Commercial real estate- non-owner occupied		424,430			395,931
Residential real estate		267,839			247,308
Real estate construction		77,978			56,293
Farm Real Estate		38,966			41,170
Consumer and other		17,564			17,978
Total loans		1,141,992			1,055,506
Allowance for loan losses		(12,946	)		(13,305	)
Net loans	$	1,129,046		$	1,042,201

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Allowance for Loan Losses (Tables)

9 Months Ended

Sep. 30, 2017

Text Block [Abstract]

Changes in the Allowance for Loan Losses

The following tables present, by portfolio segment, the changes in the allowance for loan losses for the three and nine months ended September 30, 2017 and 2016.

Allowance for loan losses:

For the nine months ended September 30, 2017

September 30, 2017	Beginningbalance		Charge-offs			Recoveries		Provision			Ending Balance
Commercial & Agriculture	$	2,018	$	(11	)	$	134	$	(530	)	$	1,611
Commercial Real Estate:
Owner Occupied		2,171		(301	)		26		177			2,073
Non-Owner Occupied		4,606		(38	)		42		663			5,273
Residential Real Estate		3,089		(312	)		164		(462	)		2,479
Real Estate Construction		420		—			32		215			667
Farm Real Estate		442		—			2		(20	)		424
Consumer and Other		314		(135	)		38		108			325
Unallocated		245		—			—		(151	)		94
Total	$	13,305	$	(797	)	$	438	$	—		$	12,946

Allowance for loan losses:

For the nine months ended September 30, 2016

	Beginning balance		Charge-offs			Recoveries		Provision			Ending Balance
Commercial & Agriculture	$	1,478	$	(870	)	$	79	$	1,023		$	1,710
Commercial Real Estate:
Owner Occupied		2,467		(166	)		53		(44	)		2,310
Non-Owner Occupied		4,657		(23	)		1,365		(1,456	)		4,543
Residential Real Estate		4,086		(280	)		384		(735	)		3,455
Real Estate Construction		371		(115	)		8		160			424
Farm Real Estate		538		—			—		(108	)		430
Consumer and Other		382		(85	)		40		0			337
Unallocated		382		—			—		(140	)		242
Total	$	14,361	$	(1,539	)	$	1,929	$	(1,300	)	$	13,451

Allowance for loan losses:

For the three months ended September 30, 2017

	Beginning balance		Charge-offs			Recoveries		Provision			Ending Balance
Commercial & Agriculture	$	1,608	$	(10	)	$	51	$	(38	)	$	1,611
Commercial Real Estate:
Owner Occupied		2,010		(91	)		8		146			2,073
Non-Owner Occupied		4,739		(38	)		33		539			5,273
Residential Real Estate		2,676		(116	)		77		(158	)		2,479
Real Estate Construction		482		—			13		172			667
Farm Real Estate		425		—			2		(3	)		424
Consumer and Other		324		(54	)		24		31			325
Unallocated		783		—			—		(689	)		94
Total	$	13,047	$	(309	)	$	208	$	—		$	12,946

Allowance for loan losses:

For the three months ended September 30, 2016

	Beginning balance		Charge-offs			Recoveries		Provision			Ending Balance
Commercial & Agriculture	$	1,557	$	(828	)	$	44	$	937		$	1,710
Commercial Real Estate:
Owner Occupied		2,393		(124	)		1		40			2,310
Non-Owner Occupied		4,969		(23	)		6		(409	)		4,543
Residential Real Estate		3,899		(55	)		23		(412	)		3,455
Real Estate Construction		366		(115	)		6		167			424
Farm Real Estate		476		—			—		(46	)		430
Consumer and Other		358		(38	)		7		10			337
Unallocated		529		—			—		(287	)		242
Total	$	14,547	$	(1,183	)	$	87	$	—		$	13,451

September 30, 2017	Loans acquired with credit deterioration		Loans individually evaluated for impairment		Loans collectively evaluated for impairment		Total
Allowance for loan losses:
Commercial & Agriculture	$	81	$	122	$	1,408	$	1,611
Commercial Real Estate:
Owner Occupied		—		4		2,069		2,073
Non-Owner Occupied		—		—		5,273		5,273
Residential Real Estate		52		114		2,313		2,479
Real Estate Construction		—		—		667		667
Farm Real Estate		—		6		418		424
Consumer and Other		—		—		325		325
Unallocated		—		—		94		94
Total	$	133	$	246	$	12,567	$	12,946
Outstanding loan balances:
Commercial & Agriculture	$	89	$	1,170	$	146,278	$	147,537
Commercial Real Estate:
Owner Occupied		—		1,039		166,639		167,678
Non-Owner Occupied		—		50		424,380		424,430
Residential Real Estate		139		1,386		266,314		267,839
Real Estate Construction		—		—		77,978		77,978
Farm Real Estate		—		613		38,353		38,966
Consumer and Other		—		—		17,564		17,564
Total	$	228	$	4,258	$	1,137,506	$	1,141,992

December 31, 2016	Loans acquired with credit deterioration		Loans individually evaluated for impairment		Loans collectively evaluated for impairment		Total
Allowance for loan losses:
Commercial & Agriculture	$	86	$	82	$	1,850	$	2,018
Commercial Real Estate:
Owner Occupied		—		4		2,167		2,171
Non-Owner Occupied		—		—		4,606		4,606
Residential Real Estate		89		102		2,898		3,089
Real Estate Construction		—		—		420		420
Farm Real Estate		—		—		442		442
Consumer and Other		—		—		314		314
Unallocated		—		—		245		245
Total	$	175	$	188	$	12,942	$	13,305
Outstanding loan balances:
Commercial & Agriculture	$	88	$	1,983	$	133,391	$	135,462
Commercial Real Estate:
Owner Occupied		—		1,896		159,468		161,364
Non-Owner Occupied		—		359		395,572		395,931
Residential Real Estate		168		1,686		245,454		247,308
Real Estate Construction		—		—		56,293		56,293
Farm Real Estate		—		614		40,556		41,170
Consumer and Other		—		1		17,977		17,978
Total	$	256	$	6,539	$	1,048,711	$	1,055,506

Credit Exposures by Internally Assigned Grades

September 30, 2017	Pass		Special Mention		Substandard		Doubtful		Ending Balance
Commercial & Agriculture	$	140,866	$	4,697	$	1,974	$	—	$	147,537
Commercial Real Estate:
Owner Occupied		156,583		7,119		3,976		—		167,678
Non-Owner Occupied		421,452		2,174		804		—		424,430
Residential Real Estate		63,081		2,054		5,998		—		71,133
Real Estate Construction		73,581		15		27		—		73,623
Farm Real Estate		30,604		6,513		1,849		—		38,966
Consumer and Other		1,598		—		75		—		1,673
Total	$	887,765	$	22,572	$	14,703	$	—	$	925,040

December 31, 2016	Pass		Special Mention		Substandard		Doubtful		Ending Balance
Commercial & Agriculture	$	127,867	$	4,300	$	3,295	$	—	$	135,462
Commercial Real Estate:
Owner Occupied		151,659		4,016		5,689		—		161,364
Non-Owner Occupied		393,592		1,676		663		—		395,931
Residential Real Estate		59,015		1,661		6,911		—		67,587
Real Estate Construction		50,678		16		27		—		50,721
Farm Real Estate		31,814		5,673		3,683		—		41,170
Consumer and Other		2,135		—		109		—		2,244
Total	$	816,760	$	17,342	$	20,377	$	—	$	854,479

Performing and Nonperforming Loans

Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months.

September 30, 2017	Residential Real Estate		Real Estate Construction		Consumer and Other		Total
Performing	$	196,706	$	4,355	$	15,847	$	216,908
Nonperforming		—		—		44		44
Total	$	196,706	$	4,355	$	15,891	$	216,952

December 31, 2016	Residential Real Estate		Real Estate Construction		Consumer and Other		Total
Performing	$	179,721	$	5,572	$	15,725	$	201,018
Nonperforming		—		—		9		9
Total	$	179,721	$	5,572	$	15,734	$	201,027

Aging Analysis of Past Due Loans

The following tables include an aging analysis of the recorded investment of past due loans outstanding as of September 30, 2017 and December 31, 2016.

September 30, 2017	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Purchased Credit- Impaired Loans		Total Loans		Past Due 90 Days and Accruing
Commercial & Agriculture	$	389	$	—	$	664	$	1,053	$	146,395	$	89	$	147,537	$	—
Commercial Real Estate:
Owner Occupied		—		174		516		690		166,988		—		167,678		—
Non-Owner Occupied		164		108		420		692		423,738		—		424,430		—
Residential Real Estate		218		242		878		1,338		266,362		139		267,839		—
Real Estate Construction		—		68		27		95		77,883		—		77,978		—
Farm Real Estate		—		—		193		193		38,773		—		38,966		—
Consumer and Other		86		10		48		144		17,420		—		17,564		44
Total	$	857	$	602	$	2,746	$	4,205	$	1,137,559	$	228	$	1,141,992	$	44

December 31, 2016	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Purchased Credit- Impaired Loans		Total Loans		Past Due 90 Days and Accruing
Commercial & Agriculture	$	156	$	20	$	152	$	328	$	135,046	$	88	$	135,462	$	—
Commercial Real Estate:
Owner Occupied		722		553		280		1,555		159,809		—		161,364		—
Non-Owner Occupied		147		—		316		463		395,468		—		395,931		—
Residential Real Estate		1,812		507		1,049		3,368		243,772		168		247,308		—
Real Estate Construction		—		—		27		27		56,266		—		56,293		—
Farm Real Estate		93		—		—		93		41,077		—		41,170		—
Consumer and Other		215		31		31		277		17,701		—		17,978		9
Total	$	3,145	$	1,111	$	1,855	$	6,111	$	1,049,139	$	256	$	1,055,506	$	9

Summary of Nonaccrual Loans Excluding Purchased Credit-Impaired (PCI) Loans

The following table presents loans on nonaccrual status, excluding purchased credit-impaired (PCI) loans, as of September 30, 2017 and December 31, 2016.

	September 30, 2017		December 31, 2016
Commercial & Agriculture	$	1,889	$	1,622
Commercial Real Estate:
Owner Occupied		1,989		1,461
Non-Owner Occupied		566		464
Residential Real Estate		2,798		3,266
Real Estate Construction		27		27
Farm Real Estate		193		2
Consumer and Other		70		101
Total	$	7,532	$	6,943

Schedule of Troubled Debt Restructurings

Loan modifications that are considered TDRs completed during the periods ended September 30, 2017 and September 30, 2016 were as follows:

	For the Nine-Month Period Ended September 30, 2017
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		—	$	—	$	—
Commercial Real Estate—Owner Occupied		—		—		—
Commercial Real Estate—Non-Owner Occupied		—		—		—
Residential Real Estate		1		13		13
Real Estate Construction		—		—		—
Farm Real Estate		—		—		—
Consumer and Other		—		—		—
Total Loan Modifications		1	$	13	$	13

	For the Nine-Month Period Ended September 30, 2016
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		4	$	529	$	529
Commercial Real Estate—Owner Occupied		—		—		—
Commercial Real Estate—Non-Owner Occupied		—		—		—
Residential Real Estate		2		308		308
Real Estate Construction		—		—		—
Farm Real Estate		3		700		700
Consumer and Other		—		—		—
Total Loan Modifications		9	$	1,537	$	1,537

	For the Three-Month Period Ended September 30, 2017
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		—	$	—	$	—
Commercial Real Estate—Owner Occupied		—		—		—
Commercial Real Estate—Non-Owner Occupied		—		—		—
Residential Real Estate		—		—		—
Real Estate Construction		—		—		—
Farm Real Estate		—		—		—
Consumer and Other		—		—		—
Total Loan Modifications		—	$	—	$	—

	For the Three-Month Period Ended September 30, 2016
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & Agriculture		—	$	—	$	—
Commercial Real Estate—Owner Occupied		—		—		—
Commercial Real Estate—Non-Owner Occupied		—		—		—
Residential Real Estate		—		—		—
Real Estate Construction		—		—		—
Farm Real Estate		1		86		86
Consumer and Other		—		—		—
Total Loan Modifications		1	$	86	$	86

Impaired Financing Receivables Excluding PCI Loans

The following table includes the recorded investment and unpaid principal balances for impaired financing receivables, excluding PCI loans, with the associated allowance amount, if applicable, as of September 30, 2017 and December 31, 2016.

	September 30, 2017						December 31, 2016
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Commercial & Agriculture	$	—	$	—			$	1,230	$	1,751
Commercial Real Estate:
Owner Occupied		814		1,069				1,658		1,803
Non-Owner Occupied		50		53				359		386
Residential Real Estate		996		1,068				1,259		1,590
Farm Real Estate		149		149				614		614
Consumer and Other		—		—				1		1
Total		2,009		2,339				5,121		6,145
With an allowance recorded:
Commercial & Agriculture		1,170		1,720	$	122		753		1,303	$	82
Commercial Real Estate:
Owner Occupied		225		225		4		238		238		4
Non-Owner Occupied		—		—		—		—		—		—
Residential Real Estate		390		394		114		427		431		102
Farm Real Estate		464		464		6		—		—		—
Total		2,249		2,803		246		1,418		1,972		188
Total:
Commercial & Agriculture		1,170		1,720		122		1,983		3,054		82
Commercial Real Estate:
Owner Occupied		1,039		1,294		4		1,896		2,041		4
Non-Owner Occupied		50		53		—		359		386		—
Residential Real Estate		1,386		1,462		114		1,686		2,021		102
Farm Real Estate		613		613		6		614		614		—
Consumer and Other		—		—		—		1		1		—
Total	$	4,258	$	5,142	$	246	$	6,539	$	8,117	$	188

The following table includes the average recorded investment and interest income recognized for impaired financing receivables for the three- and nine-month periods ended September 30, 2017 and 2016.

	September 30, 2017				September 30, 2016
For the nine months ended:	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Commercial & Agriculture	$	1,609	$	27	$	1,453	$	19
Commercial Real Estate—Owner Occupied		1,632		66		1,954		66
Commercial Real Estate—Non-Owner Occupied		280		5		1,519		858
Residential Real Estate		1,554		56		1,699		60
Real Estate Construction		—		—		473		—
Farm Real Estate		614		21		1,123		17
Consumer and Other		—		—		2		—
Total	$	5,689	$	175	$	8,223	$	1,020

	September 30, 2017				September 30, 2016
For the three months ended:	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Commercial & Agriculture	$	1,366	$	7	$	2,401	$	8
Commercial Real Estate—Owner Occupied		1,377		18		1,774		21
Commercial Real Estate—Non-Owner Occupied		202		2		556		1
Residential Real Estate		1,437		17		1,873		21
Real Estate Construction		—		—		—		—
Farm Real Estate		614		8		1,032		7
Consumer and Other		—		—		2		—
Total	$	4,996	$	52	$	7,638	$	58

Schedule of Changes in Amortized Yield for PCI Loans

Changes in the amortizable yield for PCI loans were as follows, since acquisition:

	For the Nine-Month Period Ended September 30, 2017			For the Nine-Month Period Ended September 30, 2016
	(In Thousands)			(In Thousands)
Balance at beginning of period	$	49		$	82
Acquisition of PCI loans		—			—
Accretion		(27	)		(24	)
Balance at end of period	$	22		$	58

	For the Three-Month Period Ended September 30, 2017			For the Three-Month Period Ended September 30, 2016
	(In Thousands)			(In Thousands)
Balance at beginning of period	$	31		$	66
Acquisition of PCI loans		—			—
Accretion		(9	)		(8	)
Balance at end of period	$	22		$	58

Schedule of Loans Acquired and Accounted

The following table presents additional information regarding loans acquired and accounted for in accordance with ASC 310-30:

	At September 30, 2017		At December 31, 2016
	Acquired Loans with Specific Evidence of Deterioration of Credit Quality (ASC 310-30)		Acquired Loans with Specific Evidence of Deterioration of Credit Quality (ASC 310-30)
	(In Thousands)
Outstanding balance	$	795	$	850
Carrying amount		228		256

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Other Comprehensive Income (Tables)

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

Changes in Each Component of Accumulated Other Comprehensive Income (Loss), Net of Tax

The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax.

	For the Nine-Month Period Ended								For the Nine-Month Period Ended
	September 30, 2017 (a)								September 30, 2016 (a)
	Unrealized Gains and Losses on Available-for- Sale Securities		Defined Benefit Pension Items			Total			Unrealized Gains and Losses on Available-for- Sale Securities			Defined Benefit Pension Items			Total
Beginning balance	$	2,008	$	(4,345	)	$	(2,337	)	$	3,554		$	(4,049	)	$	(495	)
Other comprehensive income before reclassifications		1,309		—			1,309			1,514			—			1,514
Amounts reclassified from accumulated other    comprehensive loss		6		625			631			(13	)		165			152
Net current-period other comprehensive income		1,315		625			1,940			1,501			165			1,666
Ending balance	$	3,323	$	(3,720	)	$	(397	)	$	5,055		$	(3,884	)	$	1,171

	For the Three-Month Period Ended								For the Three-Month Period Ended
	September 30, 2017 (a)								September 30, 2016 (a)
	Unrealized Gains and Losses on Available-for- Sale Securities		Defined Benefit Pension Items			Total			Unrealized Gains and Losses on Available-for- Sale Securities			Defined Benefit Pension Items			Total
Beginning balance	$	3,266	$	(4,002	)	$	(736	)	$	5,863		$	(3,939	)	$	1,924
Other comprehensive income before reclassifications		51		—			51			(796	)		—			(796	)
Amounts reclassified from accumulated other    comprehensive loss		6		282			288			(12	)		55			43
Net current-period other comprehensive income		57		282			339			(808	)		55			(753	)
Ending balance	$	3,323	$	(3,720	)	$	(397	)	$	5,055		$	(3,884	)	$	1,171

(a) Amounts in parentheses indicate debits on the consolidated balance sheets.

Amounts Reclassified Out of Each Component of Accumulated Other Comprehensive Income (Loss)

The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss).

	Amount Reclassified from Accumulated Other Comprehensive Income (Loss) (a)
Details about Accumulated Other Comprehensive (Loss) Components	For the nine months ended September 30, 2017			For the nine months ended September 30, 2016			Affected Line Item in the Statement Where Net Income is Presented
Unrealized gains and losses on available-for-sale securities	$	(9	)	$	20		Net gain (loss) on securities available for sale
Tax effect		3			(7	)	Income tax expense
		(6	)		13		Net of tax
Amortization of defined benefit pension items
Actuarial gains/(losses) (b)		(946	)		(249	)	Salaries, wages and benefits
Tax effect		321			84		Income tax expense
		(625	)		(165	)	Net of tax
Total reclassifications for the period	$	(631	)	$	(152	)	Net of tax

(a) Amounts in parentheses indicate expenses/losses and other amounts indicate income/benefit.

(b) These accumulated other comprehensive income components are included in the computation of net periodic pension cost.

The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss).

	Amount Reclassified from Accumulated Other Comprehensive Income (Loss) (a)
Details about Accumulated Other Comprehensive (Loss) Components	For the three months ended September 30, 2017			For the three months ended September 30, 2016			Affected Line Item in the Statement Where Net Income is Presented
Unrealized gains and losses on available-for-sale securities	$	(9	)	$	18		Net gain (loss) on securities available for sale
Tax effect		3			(6	)	Income tax expense
		(6	)		12		Net of tax
Amortization of defined benefit pension items
Actuarial gains/(losses) (b)		(426	)		(83	)	Salaries, wages and benefits
Tax effect		144			28		Income tax expense
		(282	)		(55	)	Net of tax
Total reclassifications for the period	$	(288	)	$	(43	)	Net of tax

(a) Amounts in parentheses indicate expenses/losses and other amounts indicate income/benefit.

(b) These accumulated other comprehensive income components are included in the computation of net periodic pension cost.

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Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2017

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Acquired Intangible Assets, Other than Goodwill

Acquired intangible assets, other than goodwill, as of September 30, 2017 and December 31, 2016 were as follows:

	2017						2016
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets(1):
MSRs	$	1,022	$	302	$	720	$	912	$	250	$	662
Core deposit intangibles		7,274		6,634		640		7,274		6,152		1,122
Total amortized intangible assets	$	8,296	$	6,936	$	1,360	$	8,186	$	6,402	$	1,784

(1) Excludes fully amortized intangible assets

Schedule of Estimated Amortization Expense

Estimated amortization expense for each of the next five years and thereafter is as follows:

	MSRs		Core deposit intangibles		Total
2017	$	30	$	104	$	134
2018		40		111		151
2019		40		88		128
2020		40		72		112
2021		40		68		108
Thereafter		530		197		727
	$	720	$	640	$	1,360

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Short-Term Borrowings (Tables)

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Summary of Federal Funds Purchased and Other Short-term Borrowings are Included in Federal Home Loan Bank Advances on Consolidated Balance Sheets

Short-term borrowings, which consist of federal funds purchased and other short-term borrowings are included in Federal Home Loan Bank advances on the Consolidated Balance Sheets and are summarized as follows:

	At September 30, 2017						At December 31, 2016
	Federal Funds Purchased			Short-term Borrowings			Federal Funds Purchased			Short-term Borrowings
Outstanding balance	$	—		$	41,750		$	—		$	31,000
Maximum indebtedness		22,500			115,050			20,000			70,400
Average balance		156			42,102			116			10,483
Average rate paid		1.71	%		1.08	%		0.86	%		0.42	%
Interest rate on balance		—			1.17	%		—			0.64	%

Summary of Securities Pledged as Collateral Under Repurchase Agreements

The following table presents detail regarding the securities pledged as collateral under repurchase agreements as of September 30, 2017 and December 31, 2016. All of the repurchase agreements are overnight agreements.

	September 30, 2017		December 31, 2016
Securities pledged for repurchase agreements:
U.S. Treasury securities	$	742	$	1,761
Obligations of U.S. government agencies		14,406		27,164
Total securities pledged	$	15,148	$	28,925
Gross amount of recognized liabilities for repurchase agreements	$	15,148	$	28,925
Amounts related to agreements not included in offsetting    disclosures above	$	—	$	—

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Earnings per Common Share (Tables)

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings per Common Share

Diluted earnings per common share include the dilutive effect, if any, of additional potential common shares issuable under the equity incentive plan, computed using the treasury stock method, and the impact of the Company’s convertible preferred stock using the “if converted” method.

	Three months ended				Nine months ended
	September 30,				September 30,
	2017		2016		2017		2016
Basic
Net income	$	3,660	$	3,680	$	11,892	$	13,586
Preferred stock dividends		308		374		935		1,156
Net income available to common shareholders—basic	$	3,352	$	3,306	$	10,957	$	12,430
Weighted average common shares outstanding—basic		10,170,734		8,042,303		9,815,118		7,922,170
Basic earnings per common share	$	0.33	$	0.41	$	1.12	$	1.57
Diluted
Net income available to common shareholders—basic	$	3,352	$	3,306	$	10,957	$	12,430
Preferred stock dividends		308		374		935		1,156
Net income available to common shareholders—diluted	$	3,660	$	3,680	$	11,892	$	13,586
Weighted average common shares outstanding for basic    earnings per common share		10,170,734		8,042,303		9,815,118		7,922,170
Add: Dilutive effects of convertible preferred shares		2,426,565		2,922,609		2,455,008		3,024,712
Average shares and dilutive potential common shares    outstanding—diluted		12,597,299		10,964,912		12,270,126		10,946,882
Diluted earnings per common share	$	0.29	$	0.34	$	0.97	$	1.24

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Commitments, Contingencies and Off-Balance Sheet Risk (Tables)

9 Months Ended

Sep. 30, 2017

Commitments And Contingencies Disclosure [Abstract]

Contractual Amounts of Financial Instruments with Off-Balance-Sheet Risk

The contractual amounts of financial instruments with off-balance-sheet risk were as follows for September 30, 2017 and December 31, 2016:

	Contract Amount
	September 30, 2017				December 31, 2016
	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
Commitment to extend credit:
Lines of credit and construction loans	$	8,042	$	271,718	$	6,905	$	202,923
Overdraft protection		6		32,223		5		29,075
Letters of credit		624		317		600		349
	$	8,672	$	304,258	$	7,510	$	232,347

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Pension Information (Tables)

9 Months Ended

Sep. 30, 2017

Compensation And Retirement Disclosure [Abstract]

Components of Net Periodic Pension Benefit

Net periodic pension benefit was as follows:

	Three months ended						Nine months ended
	September 30,						September 30,
	2017			2016			2017			2016
Service cost	$	—		$	—		$	—		$	—
Interest cost		171			170			509			509
Expected return on plan assets		(283	)		(274	)		(844	)		(821	)
Other components		426			83			946			249
Net periodic pension benefit	$	314		$	(21	)	$	611		$	(63	)

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Equity Incentive Plan (Tables)

9 Months Ended

Sep. 30, 2017

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Company's Restricted Stock

The following is a summary of the status of the Company’s restricted shares and changes therein for the three- and nine-month periods ended September 30, 2017:

	Three months ended				Nine months ended
	September 30, 2017				September 30, 2017
	Number of Restricted Shares		Weighted Average Grant Date Fair Value		Number of Restricted Shares			Weighted Average Grant Date Fair Value
Nonvested at beginning of period		42,138	$	15.60		37,050		$	10.77
Granted		—		—		17,898			22.15
Vested		—		—		(12,810	)		10.76
Forfeited		—		—		—			—
Nonvested at September 30, 2017		42,138	$	15.60		42,138		$	15.60

The following is a summary of the status of the Company’s awarded restricted shares as of September 30, 2017:

At September 30, 2017
Date of Award	Shares		Remaining Expense		Remaining Vesting Period (Years)
March 17, 2015		16,699	$	9		0.25
March 11, 2016		15,748		41		1.25
March 20, 2017		11,713		126		2.25
January 15, 2016		10,260		72		3.25
March 20, 2017		6,185		119		4.25
		60,605	$	367		2.93

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Fair Value Measurement (Tables)

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Assets Measured at Fair Value

Assets measured at fair value are summarized below.

	Fair Value Measurements at September 30, 2017 Using:
Assets:	(Level 1)		(Level 2)		(Level 3)
Assets measured at fair value on a recurring basis:
U.S. Treasury securities and obligations of U.S. Government    agencies	$	—	$	31,063	$	—
Obligations of states and political subdivisions		—		113,615		—
Mortgage-backed securities in government sponsored entities		—		83,923		—
Equity securities in financial institutions		—		818		—
Swap asset		—		1,706		—
Liabilities measured at fair value on a recurring basis:
Swap liability		—		1,706		—
Assets measured at fair value on a nonrecurring basis:
Impaired loans	$	—	$	—	$	1,639
Other real estate owned		—		—		27

	Fair Value Measurements at December 31, 2016 Using:
Assets:	(Level 1)		(Level 2)		(Level 3)
Assets measured at fair value on a recurring basis:
U.S. Treasury securities and obligations of U.S. Government    agencies	$	—	$	37,446	$	—
Obligations of states and political subdivisions		—		94,998		—
Mortgage-backed securities in government sponsored entities		—		62,642		—
Equity securities in financial institutions		—		778		—
Swap asset		—		1,839		—
Liabilities measured at fair value on a recurring basis:
Swap liability		—		1,839		—
Assets measured at fair value on a nonrecurring basis:
Impaired loans	$	—	$	—	$	952
Other real estate owned		—		—		37

Quantitative Information about Level 3 Fair Value Measurements

The following table presents quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at September 30, 2017.

	Quantitative Information about Level 3 Fair Value Measurements
September 30, 2017	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average
Impaired loans	$	1,639	Appraisal of collateral	Appraisal adjustments	10% - 48%		34%
				Liquidation expense	0% - 10%		4%
				Holding period	0 - 30 months	20 months
Other real estate owned	$	27	Appraisal of collateral	Appraisal adjustments	10% - 30%		10%
				Liquidation expense	0% - 10%		10%

The following table presents quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at December 31, 2016.

	Quantitative Information about Level 3 Fair Value Measurements
December 31, 2016	Fair Value		Valuation Technique	Unobservable Input	Range	Weighted Average
Impaired loans	$	952	Appraisal of collateral	Appraisal adjustments	10% - 67%		64%
				Liquidation expense	0% - 10%		4%
				Holding period	0 - 30 months	19 months
Other real estate owned	$	37	Appraisal of collateral	Appraisal adjustments	10% - 30%		10%
				Liquidation expense	0% - 10%		10%

Carrying Amount and Fair Value of Financial Instruments

The carrying amount and fair values of financial instruments are as follows:

September 30, 2017	Carrying Amount		Total Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from financial institutions	$	33,394	$	33,394	$	33,394	$	—	$	—
Securities available for sale		229,419		229,419		—		229,419		—
Other securities		14,247		14,247		14,247		—		—
Loans, held for sale		4,662		4,662		4,662		—		—
Loans, net of allowance for loan losses		1,129,046		1,130,083		—		—		1,130,083
Bank owned life insurance		24,981		24,981		24,981		—		—
Accrued interest receivable		4,999		4,999		4,999		—		—
Swap asset		1,706		1,706		—		1,706		—
Financial Liabilities:
Nonmaturing deposits		947,262		947,262		947,262		—		—
Time deposits		254,027		254,017		—		—		254,017
Short-term FHLB advances		41,750		41,722		41,722		—		—
Long-term FHLB advances		15,000		14,966		—		—		14,966
Securities sold under agreement to repurchase		15,148		15,148		15,148		—		—
Subordinated debentures		29,427		29,470		—		—		29,470
Accrued interest payable		244		244		244		—		—
Swap liability		1,706		1,706		—		1,706		—

December 31, 2016	Carrying Amount		Total Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from financial institutions	$	36,695	$	36,695	$	36,695	$	—	$	—
Securities available for sale		195,864		195,864		—		195,864		—
Loans, held for sale		2,268		2,268		2,268		—		—
Loans, net of allowance for loan losses		1,042,201		1,047,329		—		—		1,047,329
Other securities		14,055		14,055		14,055		—		—
Bank owned life insurance		24,552		24,552		24,552		—		—
Accrued interest receivable		3,854		3,854		3,854		—		—
Swap asset		1,839		1,839		—		1,839		—
Financial Liabilities:
Nonmaturing deposits		913,677		913,677		913,677		—		—
Time deposits		207,426		207,784		—		—		207,784
Short-term FHLB advances		31,000		31,007		31,007		—		—
Long-term FHLB advances		17,500		17,553		—		—		17,553
Securities sold under agreement to repurchase		28,925		28,925		28,925		—		—
Subordinated debentures		29,427		27,414		—		—		27,414
Accrued interest payable		181		181		181		—		—
Swap liability		1,839		1,839		—		1,839		—

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Derivative Hedging Instruments (Tables)

9 Months Ended

Sep. 30, 2017

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Summary of Interest Rate Swap Transactions

The following table summarizes the Company’s interest rate swap positions and the impact of a 1 basis point change in interest rates as of September 30, 2017.

	Notional Amount			Weighted Average Rate Received/(Paid)			Impact of a 1 basis point change in interest rates			Repricing Frequency
Derivative Assets	$	60,711			5.09	%	$	35		Monthly
Derivative Liabilities		(60,711	)		-5.09	%		(35	)	Monthly
Net Exposure	$	—					$	—

The following table summarizes the Company’s interest rate swap positions and the impact of a 1 basis point change in interest rates as of December 31, 2016.

	Notional Amount			Weighted Average Rate Received/(Paid)			Impact of a 1 basis point change in interest rates			Repricing Frequency
Derivative Assets	$	52,975			5.07	%	$	30		Monthly
Derivative Liabilities		(52,975	)		-5.07	%		(30	)	Monthly
Net Exposure	$	—					$	—

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Consolidated Financial Statements - Additional Information (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2017 USD ($) Dwelling Segment
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items]
Number of loan concentration by bank to lessors and owners of Residential Buildings and Dwellings | Dwelling	2
Number of reportable segment | Segment	1
Non Residential Buildings and Dwellings [Member]
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items]
Amount payable to lessors	$ 284,218
Amount payable to lessors in percentage	24.80%
Residential Buildings and Dwellings [Member]
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items]
Amount payable to lessors	$ 155,616
Amount payable to lessors in percentage	13.60%
Maximum [Member]
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items]
Percentage of insurance commission revenue of total revenue	1.00%
Maximum [Member] | WSP [Member]
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items]
Percentage of insurance commission revenue of total revenue	1.00%

XML

Significant Accounting Policies - Additional Information (Detail) - Maximum [Member]	9 Months Ended
	Sep. 30, 2017
Significant Accounting Policies [Line Items]
Percentage of increase on assets due to new accounting standard updates	1.00%
Percentage of increase on liabilities due to new accounting standard updates	1.00%

XML

Securities - Available for Sale Securities (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 224,382	$ 192,820
Gross Unrealized Gains	5,705	4,292
Gross Unrealized Losses	(668)	(1,248)
Total securities available for sale, Fair Value	229,419	195,864
U.S. Treasury Securities and Obligations of U.S. Government Agencies [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	30,972	37,406
Gross Unrealized Gains	178	117
Gross Unrealized Losses	(87)	(77)
Total securities available for sale, Fair Value	31,063	37,446
Obligations of States and Political Subdivisions [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	109,443	92,177
Gross Unrealized Gains	4,397	3,395
Gross Unrealized Losses	(225)	(574)
Total securities available for sale, Fair Value	113,615	94,998
Mortgage-backed Securities in Government Sponsored Entities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	83,486	62,756
Gross Unrealized Gains	793	483
Gross Unrealized Losses	(356)	(597)
Total securities available for sale, Fair Value	83,923	62,642
Total Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	223,901	192,339
Gross Unrealized Gains	5,368	3,995
Gross Unrealized Losses	(668)	(1,248)
Total securities available for sale, Fair Value	228,601	195,086
Equity Securities in Financial Institutions [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	481	481
Gross Unrealized Gains	337	297
Total securities available for sale, Fair Value	$ 818	$ 778

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Securities - Amortized Cost and Fair Value of Securities by Contractual Maturity (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Investments Debt And Equity Securities [Abstract]
Amortized Cost, Due in one year or less	$ 5,099
Amortized Cost, Due after one year through five years	30,106
Amortized Cost, Due after five years through ten years	33,441
Amortized Cost, Due after ten years	71,769
Amortized Cost, Mortgage-backed securities	83,486
Amortized Cost, Equity securities	481
Amortized Cost	224,382	$ 192,820
Fair value, Due in one year or less	5,108
Fair value, Due after one year through five years	30,180
Fair value, Due after five years through ten years	35,104
Fair value, Due after ten years	74,286
Fair value, Mortgage-backed securities	83,923
Fair value, Equity securities	818
Fair value, Total securities available for sale	$ 229,419	$ 195,864

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Securities - Proceeds from Sales of Securities, Gross Realized Gains and Losses (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Investments Debt And Equity Securities [Abstract]
Sale proceeds	$ 953	$ 2,385	$ 953	$ 4,379
Gross realized gains	0	18	0	18
Gross realized losses	0	$ 0	0	0
Gains (losses) from securities called or settled by the issuer	$ (9)		$ (9)	$ 2

XML

Securities - Additional Information (Detail) $ in Thousands	Sep. 30, 2017 USD ($) Security	Dec. 31, 2016 USD ($)
Investments Debt And Equity Securities [Abstract]
Carrying value of pledged securities | $	$ 130,367	$ 139,179
Number of securities in portfolio with unrealized losses | Security	58

XML

Securities - Securities with Unrealized Losses Not Recognized in Income (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Schedule of Available-for-sale Securities [Line Items]
12 Months or less, Fair Value	$ 40,292	$ 65,891
12 Months or less, Unrealized Loss	(207)	(1,185)
More than 12 months, Fair Value	24,285	4,261
More than 12 months, Unrealized Loss	(461)	(63)
Total Fair Value	64,577	70,152
Total Unrealized Loss	(668)	(1,248)
U.S. Treasury Securities and Obligations of U.S. Government Agencies [Member]
Schedule of Available-for-sale Securities [Line Items]
12 Months or less, Fair Value	13,574	13,271
12 Months or less, Unrealized Loss	(48)	(61)
More than 12 months, Fair Value	3,761	893
More than 12 months, Unrealized Loss	(39)	(16)
Total Fair Value	17,335	14,164
Total Unrealized Loss	(87)	(77)
Obligations of States and Political Subdivisions [Member]
Schedule of Available-for-sale Securities [Line Items]
12 Months or less, Fair Value	4,960	17,167
12 Months or less, Unrealized Loss	(51)	(558)
More than 12 months, Fair Value	5,462	519
More than 12 months, Unrealized Loss	(174)	(16)
Total Fair Value	10,422	17,686
Total Unrealized Loss	(225)	(574)
Mortgage-backed Securities in Government Sponsored Entities [Member]
Schedule of Available-for-sale Securities [Line Items]
12 Months or less, Fair Value	21,758	35,453
12 Months or less, Unrealized Loss	(108)	(566)
More than 12 months, Fair Value	15,062	2,849
More than 12 months, Unrealized Loss	(248)	(31)
Total Fair Value	36,820	38,302
Total Unrealized Loss	$ (356)	$ (597)

XML

Loans - Loan Balances (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans	$ 1,141,992	$ 1,055,506
Allowance for loan losses	(12,946)	(13,305)
Net loans	1,129,046	1,042,201
Commercial and Agriculture [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans	147,537	135,462
Commercial Real Estate Owner Occupied [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans	167,678	161,364
Commercial Real Estate Non Owner Occupied [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans	424,430	395,931
Residential Real Estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans	267,839	247,308
Real Estate Construction [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans	77,978	56,293
Farm Real Estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans	38,966	41,170
Consumer and Other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total Loans	$ 17,564	$ 17,978

XML

Loans - Additional Information (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Receivables [Abstract]
Deferred loan (fees) costs	$ (80)	$ 94

XML

Allowance for Loan Losses - Additional Information (Detail) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017 USD ($) SecurityLoan	Sep. 30, 2016 SecurityLoan	Sep. 30, 2017 USD ($) SecurityLoan	Sep. 30, 2016 USD ($) SecurityLoan	Dec. 31, 2016 USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Period for calculating Loss migration rates of portfolio segments			3 years
Allowance for loan losses	$ 12,946		$ 12,946		$ 13,305
Proceeds from payoff on previously charged-off loans				$ 1,303
Number of days past due for loans to be considered as nonperforming			90 days
Reasonable period for nonperforming TDRs to be returned to performing status			6 months
Number of days reaching where loans are considered for nonaccrual status			90 days
Conditions where loans are considered for nonaccrual status			A loan may be returned to accruing status only if one of three conditions are met: the loan is well-secured and none of the principal and interest has been past due for a minimum of 90 days; the loan is a TDR and has made a minimum of six months payments; or the principal and interest payments are reasonably assured and a sustained period of performance has occurred, generally six months.
Defaulted loans | SecurityLoan	0	0	0	0
Impaired loans			greater than $350
Allowance for loan losses recorded for acquired loans			$ 133		175
Foreclosed assets	$ 27		27		37
Residential Mortgage [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Foreclosed assets	27		27
Residential mortgages in process of foreclosure	251		251		710
TDRs [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for loan losses	$ 298		$ 298		$ 278

XML

Allowance for Loan Losses - Changes in the Allowance for Loan Losses (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	$ 13,047	$ 14,547	$ 13,305	$ 14,361
Charge-offs	(309)	(1,183)	(797)	(1,539)
Recoveries	208	87	438	1,929
Provision				(1,300)
Ending Balance	12,946	13,451	12,946	13,451
Commercial and Agriculture [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	1,608	1,557	2,018	1,478
Charge-offs	(10)	(828)	(11)	(870)
Recoveries	51	44	134	79
Provision	(38)	937	(530)	1,023
Ending Balance	1,611	1,710	1,611	1,710
Commercial Real Estate Owner Occupied [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	2,010	2,393	2,171	2,467
Charge-offs	(91)	(124)	(301)	(166)
Recoveries	8	1	26	53
Provision	146	40	177	(44)
Ending Balance	2,073	2,310	2,073	2,310
Commercial Real Estate Non Owner Occupied [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	4,739	4,969	4,606	4,657
Charge-offs	(38)	(23)	(38)	(23)
Recoveries	33	6	42	1,365
Provision	539	(409)	663	(1,456)
Ending Balance	5,273	4,543	5,273	4,543
Residential Real Estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	2,676	3,899	3,089	4,086
Charge-offs	(116)	(55)	(312)	(280)
Recoveries	77	23	164	384
Provision	(158)	(412)	(462)	(735)
Ending Balance	2,479	3,455	2,479	3,455
Real Estate Construction [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	482	366	420	371
Charge-offs		(115)		(115)
Recoveries	13	6	32	8
Provision	172	167	215	160
Ending Balance	667	424	667	424
Farm Real Estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	425	476	442	538
Recoveries	2		2
Provision	(3)	(46)	(20)	(108)
Ending Balance	424	430	424	430
Consumer and Other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	324	358	314	382
Charge-offs	(54)	(38)	(135)	(85)
Recoveries	24	7	38	40
Provision	31	10	108	0
Ending Balance	325	337	325	337
Unallocated [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning balance	783	529	245	382
Provision	(689)	(287)	(151)	(140)
Ending Balance	$ 94	$ 242	$ 94	$ 242

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Allowance for Loan Losses - Ending Allocation of Allowance for Loan Losses and Loan Balances Outstanding (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Jun. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Individually evaluated for impairment	$ 246		$ 188
Collectively evaluated for impairment	12,567		12,942
Total	12,946	$ 13,047	13,305	$ 13,451	$ 14,547	$ 14,361
Individually evaluated for impairment	4,258		6,539
Collectively evaluated for impairment	1,137,506		1,048,711
Total	1,141,992		1,055,506
Receivables Acquired with Deteriorated Credit Quality [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans acquired with credit deterioration	133		175
Loan balance of loans acquired with credit deterioration	228		256
Commercial and Agriculture [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Individually evaluated for impairment	122		82
Collectively evaluated for impairment	1,408		1,850
Total	1,611	1,608	2,018	1,710	1,557	1,478
Individually evaluated for impairment	1,170		1,983
Collectively evaluated for impairment	146,278		133,391
Total	147,537		135,462
Commercial and Agriculture [Member] | Receivables Acquired with Deteriorated Credit Quality [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans acquired with credit deterioration	81		86
Loan balance of loans acquired with credit deterioration	89		88
Commercial Real Estate Owner Occupied [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Individually evaluated for impairment	4		4
Collectively evaluated for impairment	2,069		2,167
Total	2,073	2,010	2,171	2,310	2,393	2,467
Individually evaluated for impairment	1,039		1,896
Collectively evaluated for impairment	166,639		159,468
Total	167,678		161,364
Commercial Real Estate Non Owner Occupied [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Collectively evaluated for impairment	5,273		4,606
Total	5,273	4,739	4,606	4,543	4,969	4,657
Individually evaluated for impairment	50		359
Collectively evaluated for impairment	424,380		395,572
Total	424,430		395,931
Residential Real Estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Individually evaluated for impairment	114		102
Collectively evaluated for impairment	2,313		2,898
Total	2,479	2,676	3,089	3,455	3,899	4,086
Individually evaluated for impairment	1,386		1,686
Collectively evaluated for impairment	266,314		245,454
Total	267,839		247,308
Residential Real Estate [Member] | Receivables Acquired with Deteriorated Credit Quality [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans acquired with credit deterioration	52		89
Loan balance of loans acquired with credit deterioration	139		168
Real Estate Construction [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Collectively evaluated for impairment	667		420
Total	667	482	420	424	366	371
Collectively evaluated for impairment	77,978		56,293
Total	77,978		56,293
Farm Real Estate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Individually evaluated for impairment	6
Collectively evaluated for impairment	418		442
Total	424	425	442	430	476	538
Individually evaluated for impairment	613		614
Collectively evaluated for impairment	38,353		40,556
Total	38,966		41,170
Consumer and Other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Collectively evaluated for impairment	325		314
Total	325	324	314	337	358	382
Individually evaluated for impairment			1
Collectively evaluated for impairment	17,564		17,977
Total	17,564		17,978
Unallocated [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Collectively evaluated for impairment	94		245
Total	$ 94	$ 783	$ 245	$ 242	$ 529	$ 382

XML

Allowance for Loan Losses - Credit Exposures by Internally Assigned Grades (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	$ 925,040	$ 854,479
Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	887,765	816,760
Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	22,572	17,342
Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	14,703	20,377
Commercial and Agriculture [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	147,537	135,462
Commercial and Agriculture [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	140,866	127,867
Commercial and Agriculture [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	4,697	4,300
Commercial and Agriculture [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	1,974	3,295
Commercial Real Estate Owner Occupied [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	167,678	161,364
Commercial Real Estate Owner Occupied [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	156,583	151,659
Commercial Real Estate Owner Occupied [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	7,119	4,016
Commercial Real Estate Owner Occupied [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	3,976	5,689
Commercial Real Estate Non Owner Occupied [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	424,430	395,931
Commercial Real Estate Non Owner Occupied [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	421,452	393,592
Commercial Real Estate Non Owner Occupied [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	2,174	1,676
Commercial Real Estate Non Owner Occupied [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	804	663
Residential Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	71,133	67,587
Residential Real Estate [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	63,081	59,015
Residential Real Estate [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	2,054	1,661
Residential Real Estate [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	5,998	6,911
Real Estate Construction [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	73,623	50,721
Real Estate Construction [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	73,581	50,678
Real Estate Construction [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	15	16
Real Estate Construction [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	27	27
Farm Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	38,966	41,170
Farm Real Estate [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	30,604	31,814
Farm Real Estate [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	6,513	5,673
Farm Real Estate [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	1,849	3,683
Consumer and Other [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	1,673	2,244
Consumer and Other [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	1,598	2,135
Consumer and Other [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans with credit exposures as assigned an internal risk grade	$ 75	$ 109

XML

Allowance for Loan Losses - Performing and Nonperforming Loans (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Financing Receivable, Recorded Investment [Line Items]
Performing	$ 216,908	$ 201,018
Nonperforming	44	9
Total	216,952	201,027
Residential Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Performing	196,706	179,721
Total	196,706	179,721
Real Estate Construction [Member]
Financing Receivable, Recorded Investment [Line Items]
Performing	4,355	5,572
Total	4,355	5,572
Consumer and Other [Member]
Financing Receivable, Recorded Investment [Line Items]
Performing	15,847	15,725
Nonperforming	44	9
Total	$ 15,891	$ 15,734

XML

Allowance for Loan Losses - Aging Analysis of Past Due Loans (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	$ 4,205	$ 6,111
Current	1,137,559	1,049,139
Total Loans	1,141,992	1,055,506
Past Due 90 Days and Accruing	44	9
30-59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	857	3,145
60-89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	602	1,111
90 Days or Greater [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	2,746	1,855
Receivables Acquired with Deteriorated Credit Quality [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Purchased Credit-Impaired Loans	228	256
Commercial and Agriculture [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,053	328
Current	146,395	135,046
Total Loans	147,537	135,462
Commercial and Agriculture [Member] | 30-59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	389	156
Commercial and Agriculture [Member] | 60-89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due		20
Commercial and Agriculture [Member] | 90 Days or Greater [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	664	152
Commercial and Agriculture [Member] | Receivables Acquired with Deteriorated Credit Quality [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Purchased Credit-Impaired Loans	89	88
Commercial Real Estate Owner Occupied [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	690	1,555
Current	166,988	159,809
Total Loans	167,678	161,364
Commercial Real Estate Owner Occupied [Member] | 30-59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due		722
Commercial Real Estate Owner Occupied [Member] | 60-89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	174	553
Commercial Real Estate Owner Occupied [Member] | 90 Days or Greater [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	516	280
Commercial Real Estate Non Owner Occupied [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	692	463
Current	423,738	395,468
Total Loans	424,430	395,931
Commercial Real Estate Non Owner Occupied [Member] | 30-59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	164	147
Commercial Real Estate Non Owner Occupied [Member] | 60-89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	108
Commercial Real Estate Non Owner Occupied [Member] | 90 Days or Greater [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	420	316
Residential Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,338	3,368
Current	266,362	243,772
Total Loans	267,839	247,308
Residential Real Estate [Member] | 30-59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	218	1,812
Residential Real Estate [Member] | 60-89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	242	507
Residential Real Estate [Member] | 90 Days or Greater [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	878	1,049
Residential Real Estate [Member] | Receivables Acquired with Deteriorated Credit Quality [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Purchased Credit-Impaired Loans	139	168
Real Estate Construction [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	95	27
Current	77,883	56,266
Total Loans	77,978	56,293
Real Estate Construction [Member] | 60-89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	68
Real Estate Construction [Member] | 90 Days or Greater [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	27	27
Farm Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	193	93
Current	38,773	41,077
Total Loans	38,966	41,170
Farm Real Estate [Member] | 30-59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due		93
Farm Real Estate [Member] | 90 Days or Greater [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	193
Consumer and Other [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	144	277
Current	17,420	17,701
Total Loans	17,564	17,978
Past Due 90 Days and Accruing	44	9
Consumer and Other [Member] | 30-59 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	86	215
Consumer and Other [Member] | 60-89 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	10	31
Consumer and Other [Member] | 90 Days or Greater [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	$ 48	$ 31

XML

Allowance for Loan Losses - Summary of Nonaccrual Loans Excluding Purchased Credit-Impaired (PCI) Loans (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Financing Receivable, Recorded Investment [Line Items]
Total, Non-Accrual Status	$ 7,532	$ 6,943
Commercial and Agriculture [Member]
Financing Receivable, Recorded Investment [Line Items]
Total, Non-Accrual Status	1,889	1,622
Commercial Real Estate Owner Occupied [Member]
Financing Receivable, Recorded Investment [Line Items]
Total, Non-Accrual Status	1,989	1,461
Commercial Real Estate Non Owner Occupied [Member]
Financing Receivable, Recorded Investment [Line Items]
Total, Non-Accrual Status	566	464
Residential Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Total, Non-Accrual Status	2,798	3,266
Real Estate Construction [Member]
Financing Receivable, Recorded Investment [Line Items]
Total, Non-Accrual Status	27	27
Farm Real Estate [Member]
Financing Receivable, Recorded Investment [Line Items]
Total, Non-Accrual Status	193	2
Consumer and Other [Member]
Financing Receivable, Recorded Investment [Line Items]
Total, Non-Accrual Status	$ 70	$ 101

XML

Allowance for Loan Losses - Schedule of Troubled Debt Restructurings (Detail) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016 USD ($) Contract	Sep. 30, 2017 USD ($) Contract	Sep. 30, 2016 USD ($) Contract
Financing Receivable, Recorded Investment, Past Due [Line Items]
Number of Contracts | Contract	1	1	9
Pre- Modification Outstanding Recorded Investment	$ 86	$ 13	$ 1,537
Post-Modification Outstanding Recorded Investment	$ 86	$ 13	$ 1,537
Commercial and Agriculture [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Number of Contracts | Contract			4
Pre- Modification Outstanding Recorded Investment			$ 529
Post-Modification Outstanding Recorded Investment			$ 529
Residential Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Number of Contracts | Contract		1	2
Pre- Modification Outstanding Recorded Investment		$ 13	$ 308
Post-Modification Outstanding Recorded Investment		$ 13	$ 308
Farm Real Estate [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Number of Contracts | Contract	1		3
Pre- Modification Outstanding Recorded Investment	$ 86		$ 700
Post-Modification Outstanding Recorded Investment	$ 86		$ 700

XML

Allowance for Loan Losses - Impaired Financing Receivables Excluding PCI Loans - Recorded Investment and Unpaid Principal Balances (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, with no related allowance recorded, Recorded Investment	$ 2,009	$ 5,121
Impaired financing receivables, with no related allowance recorded, Unpaid Principal Balance	2,339	6,145
Impaired financing receivables, with no related allowance recorded, Related Allowance	0	0
Impaired financing receivables, with an allowance recorded, Recorded Investment	2,249	1,418
Impaired financing receivables, with an allowance recorded, Unpaid Principal Balance	2,803	1,972
Impaired financing receivables, with an allowance recorded, Related Allowance	246	188
Impaired financing receivables, Recorded Investment, Total	4,258	6,539
Impaired financing receivables, Unpaid Principal Balance, Total	5,142	8,117
Impaired financing receivables, Related Allowance, Total	246	188
Commercial and Agriculture [Member]
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, with no related allowance recorded, Recorded Investment		1,230
Impaired financing receivables, with no related allowance recorded, Unpaid Principal Balance		1,751
Impaired financing receivables, with no related allowance recorded, Related Allowance	0	0
Impaired financing receivables, with an allowance recorded, Recorded Investment	1,170	753
Impaired financing receivables, with an allowance recorded, Unpaid Principal Balance	1,720	1,303
Impaired financing receivables, with an allowance recorded, Related Allowance	122	82
Impaired financing receivables, Recorded Investment, Total	1,170	1,983
Impaired financing receivables, Unpaid Principal Balance, Total	1,720	3,054
Impaired financing receivables, Related Allowance, Total	122	82
Commercial Real Estate Owner Occupied [Member]
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, with no related allowance recorded, Recorded Investment	814	1,658
Impaired financing receivables, with no related allowance recorded, Unpaid Principal Balance	1,069	1,803
Impaired financing receivables, with no related allowance recorded, Related Allowance	0	0
Impaired financing receivables, with an allowance recorded, Recorded Investment	225	238
Impaired financing receivables, with an allowance recorded, Unpaid Principal Balance	225	238
Impaired financing receivables, with an allowance recorded, Related Allowance	4	4
Impaired financing receivables, Recorded Investment, Total	1,039	1,896
Impaired financing receivables, Unpaid Principal Balance, Total	1,294	2,041
Impaired financing receivables, Related Allowance, Total	4	4
Commercial Real Estate Non Owner Occupied [Member]
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, with no related allowance recorded, Recorded Investment	50	359
Impaired financing receivables, with no related allowance recorded, Unpaid Principal Balance	53	386
Impaired financing receivables, with no related allowance recorded, Related Allowance	0	0
Impaired financing receivables, Recorded Investment, Total	50	359
Impaired financing receivables, Unpaid Principal Balance, Total	53	386
Residential Real Estate [Member]
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, with no related allowance recorded, Recorded Investment	996	1,259
Impaired financing receivables, with no related allowance recorded, Unpaid Principal Balance	1,068	1,590
Impaired financing receivables, with no related allowance recorded, Related Allowance	0	0
Impaired financing receivables, with an allowance recorded, Recorded Investment	390	427
Impaired financing receivables, with an allowance recorded, Unpaid Principal Balance	394	431
Impaired financing receivables, with an allowance recorded, Related Allowance	114	102
Impaired financing receivables, Recorded Investment, Total	1,386	1,686
Impaired financing receivables, Unpaid Principal Balance, Total	1,462	2,021
Impaired financing receivables, Related Allowance, Total	114	102
Farm Real Estate [Member]
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, with no related allowance recorded, Recorded Investment	149	614
Impaired financing receivables, with no related allowance recorded, Unpaid Principal Balance	149	614
Impaired financing receivables, with no related allowance recorded, Related Allowance	0	0
Impaired financing receivables, with an allowance recorded, Recorded Investment	464
Impaired financing receivables, with an allowance recorded, Unpaid Principal Balance	464
Impaired financing receivables, with an allowance recorded, Related Allowance	6
Impaired financing receivables, Recorded Investment, Total	613	614
Impaired financing receivables, Unpaid Principal Balance, Total	613	614
Impaired financing receivables, Related Allowance, Total	6
Consumer and Other [Member]
Financing Receivable, Impaired [Line Items]
Impaired financing receivables, with no related allowance recorded, Recorded Investment		1
Impaired financing receivables, with no related allowance recorded, Unpaid Principal Balance		1
Impaired financing receivables, with no related allowance recorded, Related Allowance	$ 0	0
Impaired financing receivables, Recorded Investment, Total		1
Impaired financing receivables, Unpaid Principal Balance, Total		$ 1

XML

Allowance for Loan Losses - Impaired Loans - Average Recorded Investment and Interest Income Recognized (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Financing Receivable, Impaired [Line Items]
Average Recorded Investment	$ 4,996	$ 7,638	$ 5,689	$ 8,223
Interest Income Recognized	52	58	175	1,020
Commercial and Agriculture [Member]
Financing Receivable, Impaired [Line Items]
Average Recorded Investment	1,366	2,401	1,609	1,453
Interest Income Recognized	7	8	27	19
Commercial Real Estate Owner Occupied [Member]
Financing Receivable, Impaired [Line Items]
Average Recorded Investment	1,377	1,774	1,632	1,954
Interest Income Recognized	18	21	66	66
Commercial Real Estate Non Owner Occupied [Member]
Financing Receivable, Impaired [Line Items]
Average Recorded Investment	202	556	280	1,519
Interest Income Recognized	2	1	5	858
Residential Real Estate [Member]
Financing Receivable, Impaired [Line Items]
Average Recorded Investment	1,437	1,873	1,554	1,699
Interest Income Recognized	17	21	56	60
Real Estate Construction [Member]
Financing Receivable, Impaired [Line Items]
Average Recorded Investment				473
Farm Real Estate [Member]
Financing Receivable, Impaired [Line Items]
Average Recorded Investment	614	1,032	614	1,123
Interest Income Recognized	$ 8	7	$ 21	17
Consumer and Other [Member]
Financing Receivable, Impaired [Line Items]
Average Recorded Investment		$ 2		$ 2

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Allowance for Loan Losses - Schedule of Changes in Amortized Yield for PCI Loans (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Certain Loans Acquired In Transfer Not Accounted For As Debt Securities Accretable Yield Movement Schedule Roll Forward
Balance at beginning of period	$ 31	$ 66	$ 49	$ 82
Acquisition of PCI loans	0	0	0	0
Accretion	(9)	(8)	(27)	(24)
Balance at end of period	$ 22	$ 58	$ 22	$ 58

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Allowance for Loan Losses - Schedule of Loans Acquired and Accounted (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Receivables [Abstract]
Outstanding balance	$ 795	$ 850
Carrying amount	$ 228	$ 256

XML

Other Comprehensive Income - Changes in Each Component of Accumulated Other Comprehensive Income (Loss), Net of Tax (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance			$ 137,616
Amounts reclassified from accumulated other comprehensive loss	$ 288	$ 43	631	$ 152
Total other comprehensive income (loss)	339	(753)	1,940	1,666
Ending balance	181,981		181,981
Unrealized Gains (Losses) on Available-for-Sale Securities [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	3,266	5,863	2,008	3,554
Other comprehensive income before reclassifications	51	(796)	1,309	1,514
Amounts reclassified from accumulated other comprehensive loss	6	(12)	6	(13)
Total other comprehensive income (loss)	57	(808)	1,315	1,501
Ending balance	3,323	5,055	3,323	5,055
Defined Benefit Pension Items [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(4,002)	(3,939)	(4,345)	(4,049)
Amounts reclassified from accumulated other comprehensive loss	282	55	625	165
Total other comprehensive income (loss)	282	55	625	165
Ending balance	(3,720)	(3,884)	(3,720)	(3,884)
Accumulated Other Comprehensive Loss [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(736)	1,924	(2,337)	(495)
Other comprehensive income before reclassifications	51	(796)	1,309	1,514
Amounts reclassified from accumulated other comprehensive loss	288	43	631	152
Total other comprehensive income (loss)	339	(753)	1,940	1,666
Ending balance	$ (397)	$ 1,171	$ (397)	$ 1,171

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Other Comprehensive Income - Amounts Reclassified Out of Each Component of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net gain (loss) on sale of securities	$ 9	$ (18)	$ 9	$ (20)
Income taxes	1,318	1,304	4,534	5,251
Net of tax	(3,352)	(3,306)	(10,957)	(12,430)
Reclassifications, net of tax	(288)	(43)	(631)	(152)
Unrealized Gains (Losses) on Available-for-Sale Securities [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Reclassifications, net of tax	(6)	12	(6)	13
Unrealized Gains (Losses) on Available-for-Sale Securities [Member] | Reclassification out of Accumulated Other Comprehensive Loss [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net gain (loss) on sale of securities	(9)	18	(9)	20
Income taxes	3	(6)	3	(7)
Net of tax	(6)	12	(6)	13
Accumulated Defined Benefit Plans Adjustment, Actuarial Losses [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Salaries, wages and benefits	(426)	(83)	(946)	(249)
Defined Benefit Pension Items [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Income taxes	144	28	321	84
Reclassifications, net of tax	$ (282)	$ (55)	$ (625)	$ (165)

XML

Goodwill and Intangible Assets - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill	$ 27,095,000		$ 27,095,000		$ 27,095,000
Change in carrying amount of goodwill			0		$ 0
Amortization of core deposit intangible assets	158,000	$ 172,000	483,000	$ 527,000
Aggregate mortgage servicing rights amortization	$ 23,000	$ 30,000	$ 51,000	$ 45,000

XML

Goodwill and Intangible Assets - Schedule of Acquired Intangible Assets, Other than Goodwill (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 8,296	$ 8,186
Accumulated Amortization	6,936	6,402
Net Carrying Amount	1,360	1,784
MSRs [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,022	912
Accumulated Amortization	302	250
Net Carrying Amount	720	662
Core deposit intangibles [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	7,274	7,274
Accumulated Amortization	6,634	6,152
Net Carrying Amount	$ 640	$ 1,122

XML

Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Acquired Finite-Lived Intangible Assets [Line Items]
2017	$ 134
2018	151
2019	128
2020	112
2021	108
Thereafter	727
Net Carrying Amount	1,360	$ 1,784
MSRs [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
2017	30
2018	40
2019	40
2020	40
2021	40
Thereafter	530
Net Carrying Amount	720	662
Core deposit intangibles [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
2017	104
2018	111
2019	88
2020	72
2021	68
Thereafter	197
Net Carrying Amount	$ 640	$ 1,122

XML

Short-Term Borrowings - Summary of Federal Funds Purchased and Other Short-term Borrowings are Included in Federal Home Loan Bank Advances on Consolidated Balance Sheets (Detail) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Federal Funds Purchased [Member]
Short-term Debt [Line Items]
Maximum indebtedness	$ 22,500,000	$ 20,000,000
Average balance	$ 156,000	$ 116,000
Average rate paid	1.71%	0.86%
Short Term Borrowings [Member]
Short-term Debt [Line Items]
Outstanding balance	$ 41,750,000	$ 31,000,000
Maximum indebtedness	115,050,000	70,400,000
Average balance	$ 42,102,000	$ 10,483,000
Average rate paid	1.08%	0.42%
Interest rate on balance	1.17%	0.64%

XML

Short-Term Borrowings - Summary of Securities Pledged as Collateral Under Repurchase Agreements (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Offsetting Liabilities [Line Items]
Total securities pledged	$ 15,148	$ 28,925
Gross amount of recognized liabilities for repurchase agreements	15,148	28,925
Amounts related to agreements not included in offsetting disclosures above	0	0
U.S.Treasury Securities [Member]
Offsetting Liabilities [Line Items]
Total securities pledged	742	1,761
Obligations of U.S. Government Agencies [Member]
Offsetting Liabilities [Line Items]
Total securities pledged	$ 14,406	$ 27,164

XML

Earnings per Common Share - Computation of Basic and Diluted Earnings per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Basic
Net income	$ 3,660	$ 3,680	$ 11,892	$ 13,586
Preferred stock dividends	308	374	935	1,156
Net income available to common shareholders	$ 3,352	$ 3,306	$ 10,957	$ 12,430
Weighted average common shares outstanding for basic earnings per common share	10,170,734	8,042,303	9,815,118	7,922,170
Basic earnings per common share	$ 0.33	$ 0.41	$ 1.12	$ 1.57
Diluted
Net income available to common shareholders—basic	$ 3,352	$ 3,306	$ 10,957	$ 12,430
Preferred stock dividends	308	374	935	1,156
Net income available to common shareholders—diluted	$ 3,660	$ 3,680	$ 11,892	$ 13,586
Weighted average common shares outstanding for basic earnings per common share	10,170,734	8,042,303	9,815,118	7,922,170
Add: Dilutive effects of convertible preferred shares	2,426,565	2,922,609	2,455,008	3,024,712
Average shares and dilutive potential common shares outstanding—diluted	12,597,299	10,964,912	12,270,126	10,946,882
Diluted earnings per common share	$ 0.29	$ 0.34	$ 0.97	$ 1.24

XML

Earnings per Common Share - Additional Information (Detail) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Earnings Per Share [Abstract]
Dilutive shares related to convertible preferred stock	2,426,565	2,922,609	2,455,008	3,024,712

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Commitments, Contingencies and Off-Balance-Sheet Risk - Contractual Amounts of Financial Instruments with Off-Balance-Sheet Risk (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fixed Rate	$ 8,672	$ 7,510
Variable Rate	304,258	232,347
Lines of Credit and Construction Loans [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fixed Rate	8,042	6,905
Variable Rate	271,718	202,923
Overdraft Protection [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fixed Rate	6	5
Variable Rate	32,223	29,075
Letters of Credit [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fixed Rate	624	600
Variable Rate	$ 317	$ 349

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Commitments, Contingencies and Off-Balance-Sheet Risk - Additional Information (Detail) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Maximum period of commitments to make loans	1 year
Maximum time period of maturities	30 years
Average reserve balance under Federal Reserve Board requirements	$ 5,223	$ 2,887
Minimum [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Range of fixed interest rate loan commitments	3.25%	3.25%
Maximum [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Range of fixed interest rate loan commitments	8.00%	8.75%

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Pension Information - Additional Information (Detail) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Compensation And Retirement Disclosure [Abstract]
Additional benefits under pension plan	$ 0
Expected future employer contributions	$ 2,000,000
Employer contributions		$ 500,000

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Pension Information - Components of Net Periodic Pension Benefit (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Compensation And Retirement Disclosure [Abstract]
Service cost	$ 0	$ 0	$ 0	$ 0
Interest cost	171	170	509	509
Expected return on plan assets	(283)	(274)	(844)	(821)
Other components	426	83	946	249
Net periodic pension benefit	$ 314	$ (21)	$ 611	$ (63)

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Equity Incentive Plan - Additional Information (Detail) - USD ($) $ in Thousands					9 Months Ended
	Sep. 11, 2017	May 16, 2017	May 17, 2016	Jan. 04, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted common shares granted					60,605
Share based compensation expense					$ 225
Expected future compensation expense					$ 367
Civista [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation - Civista BOD	$ 8	$ 144	$ 130	$ 32
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares vesting service period				3 years
Restricted common shares granted	367	6,804	12,285	2,730	17,898
2014 Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of shares under stock option plan authorized for issuance							375,000
Number of shares available for grant under stock option plan					292,209
Options granted					0	0
Expected future compensation expense					$ 367
Weighted average remaining life of grants related to unvested awards not yet recognized					2 years 11 months 5 days
2014 Incentive Plan [Member] | Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense					$ 152

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Equity Incentive Plan - Summary of Company's Restricted Stock (Detail) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended	9 Months Ended
	Sep. 11, 2017	May 16, 2017	May 17, 2016	Jan. 04, 2016	Sep. 30, 2017	Sep. 30, 2017
Schedule Of Nonvested Stock Option Activity [Line Items]
Number of Restricted Shares, Granted						60,605
Expected future remaining compensation expense					$ 367	$ 367
Expected future compensation expense, restricted shares remaining vesting period						2 years 11 months 4 days
Restricted Shares Awarded on March 17, 2015 [Member]
Schedule Of Nonvested Stock Option Activity [Line Items]
Number of Restricted Shares, Granted						16,699
Date of Award						Mar. 17, 2015
Expected future remaining compensation expense					9	$ 9
Expected future compensation expense, restricted shares remaining vesting period						2 months 30 days
Restricted Shares Awarded on March 11, 2016 [Member]
Schedule Of Nonvested Stock Option Activity [Line Items]
Number of Restricted Shares, Granted						15,748
Date of Award						Mar. 11, 2016
Expected future remaining compensation expense					41	$ 41
Expected future compensation expense, restricted shares remaining vesting period						1 year 2 months 30 days
Restricted Shares Awarded on March 20, 2017 [Member]
Schedule Of Nonvested Stock Option Activity [Line Items]
Number of Restricted Shares, Granted						11,713
Date of Award						Mar. 20, 2017
Expected future remaining compensation expense					126	$ 126
Expected future compensation expense, restricted shares remaining vesting period						2 years 2 months 30 days
Restricted Shares Awarded on January 15, 2016 [Member]
Schedule Of Nonvested Stock Option Activity [Line Items]
Number of Restricted Shares, Granted						10,260
Date of Award						Jan. 15, 2016
Expected future remaining compensation expense					72	$ 72
Expected future compensation expense, restricted shares remaining vesting period						3 years 2 months 30 days
Restricted Shares Awarded on March 20, 2017 [Member]
Schedule Of Nonvested Stock Option Activity [Line Items]
Number of Restricted Shares, Granted						6,185
Date of Award						Mar. 20, 2017
Expected future remaining compensation expense					$ 119	$ 119
Expected future compensation expense, restricted shares remaining vesting period						4 years 2 months 30 days
Restricted Stock [Member]
Schedule Of Nonvested Stock Option Activity [Line Items]
Number of Restricted Shares, Nonvested at beginning of period					42,138	37,050
Number of Restricted Shares, Granted	367	6,804	12,285	2,730		17,898
Number of Restricted Shares, Vested						(12,810)
Number of Restricted Shares, Forfeited					0	0
Number of Restricted Shares, Nonvested at September 30, 2017					42,138	42,138
Weighted Average Grant Date Fair Value, Nonvested at beginning of period					$ 15.60	$ 10.77
Weighted Average Grant Date Fair Value, Granted						22.15
Weighted Average Grant Date Fair Value, Vested						10.76
Weighted Average Grant Date Fair Value, Forfeited					0	0
Weighted Average Grant Date Fair Value, Nonvested at September 30, 2017					$ 15.60	$ 15.60

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Fair Value Measurement - Assets Measured at Fair Value (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Impaired Loans [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 1,639	$ 952
Other Real Estate Owned [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	27	37
(Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value swap asset	1,706	1,839
(Level 2) [Member] | Assets Measured at Fair Value on a Recurring Basis [Member] | Swap [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value swap asset	1,706	1,839
Fair value swap liability	1,706	1,839
(Level 2) [Member] | Assets Measured at Fair Value on a Recurring Basis [Member] | U.S. Treasury Securities and Obligations of U.S. Government Agencies [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	31,063	37,446
(Level 2) [Member] | Assets Measured at Fair Value on a Recurring Basis [Member] | Obligations of States and Political Subdivisions [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	113,615	94,998
(Level 2) [Member] | Assets Measured at Fair Value on a Recurring Basis [Member] | Mortgage-backed Securities in Government Sponsored Entities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	83,923	62,642
(Level 2) [Member] | Assets Measured at Fair Value on a Recurring Basis [Member] | Equity Securities in Financial Institutions [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	818	778
(Level 3) [Member] | Assets Measured at Fair Value on a Nonrecurring Basis [Member] | Impaired Loans [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	1,639	952
(Level 3) [Member] | Assets Measured at Fair Value on a Nonrecurring Basis [Member] | Other Real Estate Owned [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 27	$ 37

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Fair Value Measurement - Quantitative Information about Level 3 Fair Value Measurements (Detail) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Impaired Loans [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Estimate	$ 1,639	$ 952
Fair Value Measurements, Valuation Technique	Appraisal of collateral	Appraisal of collateral
Impaired Loans [Member] | Minimum [Member] | Appraisal of Collateral [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions, Appraisal adjustments	10.00%	10.00%
Fair Value Assumptions, Liquidation expense	0.00%	0.00%
Fair Value Assumptions, Holding period	0 months	0 months
Impaired Loans [Member] | Maximum [Member] | Appraisal of Collateral [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions, Appraisal adjustments	48.00%	67.00%
Fair Value Assumptions, Liquidation expense	10.00%	10.00%
Fair Value Assumptions, Holding period	30 months	30 months
Impaired Loans [Member] | Weighted Average [Member] | Appraisal of Collateral [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions, Appraisal adjustments	34.00%	64.00%
Fair Value Assumptions, Liquidation expense	4.00%	4.00%
Fair Value Assumptions, Holding period	20 months	19 months
Other Real Estate Owned [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Estimate	$ 27	$ 37
Fair Value Measurements, Valuation Technique	Appraisal of collateral	Appraisal of collateral
Other Real Estate Owned [Member] | Minimum [Member] | Appraisal of Collateral [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions, Appraisal adjustments	10.00%	10.00%
Fair Value Assumptions, Liquidation expense	0.00%	0.00%
Other Real Estate Owned [Member] | Maximum [Member] | Appraisal of Collateral [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions, Appraisal adjustments	30.00%	30.00%
Fair Value Assumptions, Liquidation expense	10.00%	10.00%
Other Real Estate Owned [Member] | Weighted Average [Member] | Appraisal of Collateral [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions, Appraisal adjustments	10.00%	10.00%
Fair Value Assumptions, Liquidation expense	10.00%	10.00%

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Fair Value Measurement - Carrying Amount and Fair Value of Financial Instruments (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Financial Assets:
Cash and due from financial institutions	$ 33,394	$ 36,695	$ 33,229	$ 35,561
Securities available for sale	229,419	195,864
Other securities	14,247	14,055
Loans, net of allowance for loan losses	1,129,046	1,042,201
Bank owned life insurance	24,981	24,552
Accrued interest receivable	4,999	3,854
Financial Liabilities:
Securities sold under agreement to repurchase	15,148	28,925
Carrying Amount [Member]
Financial Assets:
Cash and due from financial institutions	33,394	36,695
Securities available for sale	229,419	195,864
Other securities	14,247	14,055
Loans, held for sale	4,662	2,268
Loans, net of allowance for loan losses	1,129,046	1,042,201
Bank owned life insurance	24,981	24,552
Accrued interest receivable	4,999	3,854
Fair value swap asset	1,706	1,839
Financial Liabilities:
Nonmaturing deposits	947,262	913,677
Time deposits	254,027	207,426
Short-term FHLB advances	41,750	31,000
Long-term FHLB advances	15,000	17,500
Securities sold under agreement to repurchase	15,148	28,925
Subordinated debentures	29,427	29,427
Accrued interest payable	244	181
Swap liability	1,706	1,839
Total Fair Value [Member]
Financial Assets:
Cash and due from financial institutions	33,394	36,695
Securities available for sale	229,419	195,864
Other securities	14,247	14,055
Loans, held for sale	4,662	2,268
Loans, net of allowance for loan losses	1,130,083	1,047,329
Bank owned life insurance	24,981	24,552
Accrued interest receivable	4,999	3,854
Fair value swap asset	1,706	1,839
Financial Liabilities:
Nonmaturing deposits	947,262	913,677
Time deposits	254,017	207,784
Short-term FHLB advances	41,722	31,007
Long-term FHLB advances	14,966	17,553
Securities sold under agreement to repurchase	15,148	28,925
Subordinated debentures	29,470	27,414
Accrued interest payable	244	181
Swap liability	1,706	1,839
(Level 1) [Member]
Financial Assets:
Cash and due from financial institutions	33,394	36,695
Other securities	14,247	14,055
Loans, held for sale	4,662	2,268
Bank owned life insurance	24,981	24,552
Accrued interest receivable	4,999	3,854
Financial Liabilities:
Nonmaturing deposits	947,262	913,677
Short-term FHLB advances	41,722	31,007
Securities sold under agreement to repurchase	15,148	28,925
Accrued interest payable	244	181
(Level 2) [Member]
Financial Assets:
Securities available for sale	229,419	195,864
Fair value swap asset	1,706	1,839
Financial Liabilities:
Swap liability	1,706	1,839
(Level 3) [Member]
Financial Assets:
Loans, net of allowance for loan losses	1,130,083	1,047,329
Financial Liabilities:
Time deposits	254,017	207,784
Long-term FHLB advances	14,966	17,553
Subordinated debentures	$ 29,470	$ 27,414

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Derivative Hedging Instruments - Summary of Interest Rate Swap Transactions (Detail) - USD ($)	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Net Exposure, Notional Amount	$ 0	$ 0
Derivative Financial Instruments, Assets [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Net Exposure, Notional Amount	$ 60,711,000	$ 52,975,000
Weighted Average Rate Received/(Paid)	5.09%	5.07%
Net Exposure, Impact of a 1 basis point change in interest rates	$ 35,000	$ 30,000
Repricing Frequency	Monthly
Derivative Financial Instruments, Liabilities [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Net Exposure, Notional Amount	$ (60,711,000)	$ (52,975,000)
Weighted Average Rate Received/(Paid)	5.09%	5.07%
Net Exposure, Impact of a 1 basis point change in interest rates	$ (35,000)	$ (30,000)
Repricing Frequency	Monthly

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Qualified Affordable Housing Project Investments - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Investments In Affordable Housing Projects [Abstract]
Investment for qualified affordable housing projects included in other assets	$ 3,079,000		$ 3,079,000		$ 2,754,000
Unfunded commitments related to the investments in qualified affordable housing projects	4,741,000		4,741,000		$ 2,313,000
Recognized amortization expense	82,000	$ 77,000	247,000	$ 231,000
Recognized tax credits and other benefits from its investment in affordable housing tax credits	138,000	147,000	414,000	442,000
Impairment losses related to its investment in qualified affordable housing projects	$ 0	$ 0	$ 0	$ 0