What the changes say
- Civista Bancshares added internal control reporting risks following staff turnover and the CLF acquisition.
- The company shifted M&A risk focus from general expansion to specific FSB integration.
- Deposit insurance risk now explicitly references Silicon Valley Bank and Signature Bank failures.
What changed since the prior 10-K
New
- NewRISKS RELATED TO OUR BUSINESS OPERATIONS
be unable to accurately report our financial results and the market price of our securities may be adversely affected
Turnover in accounting staff, the CLF acquisition, and investments in finance talent highlight internal control over financial reporting risks.
Dropped
- Dropped
A transition away from LIBOR as a reference rate for financial contracts could negatively IMPACT our income and expenses and the value of various financial contracts
- DroppedRISKS RELATED TO OUR BUSINESS OPERATIONS
loan losses and significant additions to our allowance for credit losses could have a material adverse impact on our financial condition and results of operations
Reworded
- 78% rewrittenRISKS RELATED TO OUR BUSINESS OPERATIONS
the risk of loss of key employees and customers
Replaced general expansion and acquisition risks with specific integration and synergy risks regarding the FSB acquisition.
- 60% rewrittenRISKS RELATED TO OUR BUSINESS OPERATIONS
OUR ALLOWANCE FOR CREDIT LOSSES MAY PROVE TO BE INSUFFICIENT TO ABSORB POTENTIAL LOSSES IN OUR LOAN PORTFOLIO
Updated allowance for credit losses assumptions from known and inherent losses to expected and inherent losses.
- 27% rewrittenRISKS RELATED TO OUR BUSINESS OPERATIONS
DEPOSIT INSURANCE PREMIUMS MAY INCREASE AND HAVE A NEGATIVE EFFECT ON THE COMPANY’S RESULTS OF OPERATIONS
Added specific references to the 2023 failures of Silicon Valley Bank and Signature Bank regarding FDIC deposit insurance premiums.
All 38 risk factors
Headings as the filing states them, in filing order.
Other
- 01FORWARD-LOOKING STATEMENTS
- 02The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements, and the purpose of this section is to secure the use of the safe harbor provisions
- 03CHANGES IN ECONOMIC AND POLITICAL CONDITIONS COULD ADVERSELY AFFECT OUR EARNINGS THROUGH DECLINES IN DEPOSITS, LOAN DEMAND, THE ABILITY OF OUR CUSTOMERS TO REPAY LOANS AND THE VALUE OF THE COLLATERAL SECURING OUR LOANS
- 04WE ARE SUBJECT TO LIQUIDITY RISK
- 05ADVERSE CHANGES IN THE REAL ESTATE MARKET COULD CAUSE INCREASES IN DELINQUENCIES AND NON-PERFORMING ASSETS, INCLUDING ADDITIONAL LOAN CHARGE-OFFS, AND COULD DEPRESS OUR INCOME, EARNINGS AND CAPITAL
- 06CHANGES IN INTEREST RATES COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR NET INTEREST INCOME
- 07instability in domestic and foreign financial markets
RISKS RELATED TO OUR BUSINESS OPERATIONS
- 08WE ARE EXPOSED TO OPERATIONAL RISK
- 09We rely heavily on communications and information systems to conduct our business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan and other systems
- 10UNAUTHORIZED DISCLOSURE OF SENSITIVE OR CONFIDENTIAL CLIENT INFORMATION OR BREACHES IN SECURITY OF OUR SYSTEMS, COULD SEVERELY HARM OUR BUSINESS
- 11Noncompliance with the Bank Secrecy Act ("BSA") and other anti-money laundering statutes and regulations could cause a material financial loss
- 12Our business could be adversely affected through third parties who perform significant operational services on our behalf
- 13STRONG COMPETITION WITHIN OUR MARKET AREA MAY REDUCE OUR ABILITY TO ATTRACT AND RETAIN DEPOSITS AND ORIGINATE LOANS
- 14OUR ALLOWANCE FOR CREDIT LOSSES MAY PROVE TO BE INSUFFICIENT TO ABSORB POTENTIAL LOSSES IN OUR LOAN PORTFOLIO60% rewritten
- 15THE SMALL TO MEDIUM SIZED BUSINESSES THAT WE LEND TO MAY HAVE FEWER RESOURCES TO WEATHER ADVERSE BUSINESS CONDITIONS, WHICH MAY IMPAIR THEIR ABILITY TO REPAY LOANS, AND SUCH IMPAIRMENT COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION
- 16OUR BUSINESS AND FINANCIAL RESULTS ARE SUBJECT TO RISKS ASSOCIATED WITH THE CREDITWORTHINESS OF OUR CUSTOMERS AND COUNTERPARTIES
- 17Our credit risk may be exacerbated when collateral held by us to secure obligations to us cannot be realized upon or is liquidated at prices that are not sufficient to recover the full amount of the loan or derivative exposure due to us
- 18WE RELY HEAVILY ON OUR MANAGEMENT TEAM, AND THE UNEXPECTED LOSS OF KEY MANAGEMENT MAY ADVERSELY AFFECT OUR OPERATIONS
- 19WE DEPEND UPON THE ACCURACY AND COMPLETENESS OF INFORMATION ABOUT CUSTOMERS AND OTHER PARTIES
- 20ACQUISITIONS OR OTHER EXPANSION MAY ADVERSELY AFFECT OUR FINANCIAL CONDITION AND RESULT OF OPERATIONS
- 21the risk of loss of key employees and customers78% rewritten
- 22be unable to accurately report our financial results and the market price of our securities may be adversely affectedNew
- 23LEGISLATIVE OR REGULATORY CHANGES OR ACTIONS COULD ADVERSELY IMPACT OUR BUSINESS
- 24DEPOSIT INSURANCE PREMIUMS MAY INCREASE AND HAVE A NEGATIVE EFFECT ON THE COMPANY’S RESULTS OF OPERATIONS27% rewritten
- 25We are subject to examinations and challenges by tax authorities
- 26Accounting changes could impact our reported financial condition or results of operations
- 27WE MAY BE THE SUBJECT OF LITIGATION WHICH COULD RESULT IN LEGAL LIABILITY AND DAMAGE TO OUR BUSINESS AND REPUTATION
RISKS RELATED TO OUR CAPITAL AND STOCK
- 28WE MAY ELECT OR NEED TO RAISE ADDITIONAL CAPITAL IN THE FUTURE, BUT CAPITAL MAY NOT BE AVAILABLE WHEN IT IS NEEDED
- 29WE ARE A HOLDING COMPANY AND DEPEND ON OUR SUBSIDIARY BANK FOR DIVIDENDS
- 30THE MARKET PRICE OF OUR COMMON SHARES MAY BE SUBJECT TO FLUCTUATIONS AND VOLATILITY
- 31other changes in U.S. or global financial markets, global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility
- 32THE SALE OF SUBSTANTIAL AMOUNTS OF OUR COMMON SHARES OR SECURITIES CONVERTIBLE INTO OUR COMMON SHARES IN THE PUBLIC MARKET COULD DEPRESS THE PRICE OF OUR COMMON SHARES
- 33ADVERSE CHANGES IN FINANCIAL MARKETS AND ECONOMIC CONDITIONS MAY ADVERSELY IMPACT OUR RESULTS OF OPERATIONS
- 34We may experience increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to the Company’s environmental, social and governance practices
- 35CHANGES IN TAX LAWS COULD ADVERSELY AFFECT OUR PERFORMANCE
- 36WE NEED TO CONSTANTLY UPDATE OUR TECHNOLOGY IN ORDER TO COMPETE AND MEET CUSTOMER DEMANDS
- 37WE ARE SUBJECT TO ENVIRONMENTAL LIABILITY RISK ASSOCIATED WITH CIVISTA’S LENDING ACTIVITIES
- 38Climate change, severe weather, natural disasters, acts of war or terrorism and other external events could significantly impact our business
Other Civista Bancshares 10-Ks
- FY2024 10-K risk factors39 risks
This is Civista Bancshares' initial risk filing, with a primary focus on economic, credit, cybersecurity, and regulatory risks.
Filed Mar 10, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.