Attached files
| file | filename |
|---|---|
| 8-K - 8-K - Ameris Bancorp | d691120d8k.htm |
| EX-2.1 - EX-2.1 - Ameris Bancorp | d691120dex21.htm |
| EX-99.1 - EX-99.1 - Ameris Bancorp | d691120dex991.htm |
 Acquisition of
Coastal Bankshares, Inc. March 11, 2014
Exhibit 99.2 |
 Cautionary
Statements 2
This
presentation
contains
certain
performance
measures
determined
by
methods
other
than
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(“GAAP”).
Management
of
Ameris
Bancorp
(the
“Company”)
uses
these
non-GAAP
measures
in
its
analysis
of
the
Company’s
performance.
These
measures
are
useful
when
evaluating
the
underlying
performance
and
efficiency
of
the
Company’s
operations
and
balance
sheet.
The
Company’s
management
believes
that
these
non-GAAP
measures
provide
a
greater
understanding
of
ongoing
operations,
enhance
comparability
of
results
with
prior
periods
and
demonstrate
the
effects
of
significant
gains
and
charges
in
the
current
period.
The
Company’s
management
believes
that
investors
may
use
these
non-GAAP
financial
measures
to
evaluate
the
Company’s
financial
performance
without
the
impact
of
unusual
items
that
may
obscure
trends
in
the
Company’s
underlying
performance.
These
disclosures
should
not
be
viewed
as
a
substitute
for
financial
measures
determined
in
accordance
with
GAAP,
nor
are
they
necessarily
comparable
to
non-GAAP
performance
measures
that
may
be
presented
by
other
companies.
Tangible
common
equity
and
Tier
1
capital
ratios
are
non-GAAP
measures.
The
Company
calculates
the
Tier
1
capital
using
current
call
report
instructions.
The
Company’s
management
uses
these
measures
to
assess
the
quality
of
capital
and
believes
that
investors
may
find
them
useful
in
their
evaluation
of
the
Company.
These
capital
measures
may,
or
may
not
be
necessarily
comparable
to
similar
capital
measures
that
may
be
presented
by
other
companies.
This
presentation
may
contain
statements
that
constitute
“forward-looking
statements”
within
the
meaning
of
Section
27A
of
the
Securities
Act
of
1933,
as
amended,
and
Section
21E
of
the
Securities
Exchange
Act
of
1934,
as
amended.
The
words
“believe”,
“estimate”,
“expect”,
“intend”,
“anticipate”
and
similar
expressions
and
variations
thereof
identify
certain
of
such
forward-looking
statements,
which
speak
only
as
of
the
dates
which
they
were
made.
The
Company
undertakes
no
obligation
to
publicly
update
or
revise
any
forward-looking
statements,
whether
as
a
result
of
new
information,
future
events
or
otherwise.
Readers
are
cautioned
that
any
such
forward-looking
statements
are
not
guarantees
of
future
performance
and
involve
risks
and
uncertainties
and
that
actual
results
may
differ
materially
from
those
indicated
in
the
forward-looking
statements
as
a
result
of
various
factors.
Readers
are
cautioned
not
to
place
undue
reliance
on
these
forward-looking
statements
and
are
referred
to
the
Company’s
periodic
filings
with
the
Securities
and
Exchange
Commission
for
a
summary
of
certain
factors
that
may
impact
the
Company’s
results
of
operations
and
financial
condition. |
 Overview of Pro
Forma Franchise 3
Pro Forma Highlights
(1)
Financial data as of 12/31/13
Map and branch count exclude Coastal’s administrative branch at 605 US Highway 80 West in
Savannah (1)
Excludes purchase accounting adjustments
•
Complementary in-market
transaction
•
Significant branch overlap
with 3 of 6 branches within
one mile
•
Expanding our presence in the
Savannah market
Savannah
Charleston
Jacksonville
Atlanta
Tallahassee
Montgomery
Greenville
Columbia
St. Augustine
Moultrie
Ameris
Coastal
Assets
……………
$4.1
bn
Loans
……………
2.8
Deposits
……………
3.4
Branches
……………
74 |
 4
•
In-market extension with like-minded community bank
•
Leverages management experience and infrastructure in Savannah
•
Experienced
Southeast
acquiror
–
11
deals
in
the
last
4
years
•
Thorough due diligence process completed with over 70% of the total loan and OREO
portfolios reviewed
Transaction Rationale
Strategic
Rationale
Financially
Accretive
Low-Risk
•
10% EPS accretion once cost savings are fully realized
•
Manageable initial tangible book value dilution and earnback period inside 3.0 years
•
Ameris to remain “well-capitalized”
•
Internal rate of return over 20%
•
Strengthens and solidifies our Savannah market presence
•
Significant market overlap allows for considerable cost savings opportunities
•
Improves
deposit
market
share
rank
in
Savannah
MSA
from
12
th
to
5
th
pro
forma
•
Positions
Ameris
as
the
largest
community
bank
by
market
share
along
the
Georgia
coast
(1)
Source: SNL Financial; deposit data as of 6/30/13
(1)
Includes the following Georgia counties: Bryan, Camden, Chatham, Glynn, Liberty and
McIntosh. Pro forma market share of 8.2%, behind SunTrust at 19.3%, Wells Fargo at 16.9% and Bank of America at 10.6% |
 Acquiror:
Ameris Bancorp (NASDAQ: ABCB)
Target:
Coastal Bankshares, Inc. (Private)
Transaction Value:
(1)
$36.7 million
Consideration Mix:
100% Stock
Per Share Consideration:
0.4671 shares of ABCB stock
Price / Tangible Book Value (%):
(1)
166%
Capital Raise:
No additional capital required to complete the transaction
Required Approvals:
Customary Regulatory and Coastal shareholder approvals
Expected Closing:
Late second quarter / early third quarter of 2014
(1)
Summary of Transaction Terms
5
Based on ABCB’s 3-day average closing price of $21.41 as of 3/7/14 and a fixed
exchange ratio of 0.4671x; includes in the money warrants; based upon total Coastal common shares outstanding
of 3,423,488 |
   Transaction
Assumptions 6
Assumptions
•
50% of Coastal's noninterest expense
•
50% realized in 2014 and 100% thereafter
•
Includes cost savings from Coastal and in-market Ameris cost savings
Merger-Related Expenses
•
$4.5 million after-tax
•
Gross credit mark to loans and OREO of $20.2 million
•
5.5% mark to loans, 22.1% mark to OREO
•
Loan mark represents 2.2x total nonperforming loans as of 12/31/13, including accruing
TDRs Revenue Synergies
•
None assumed
Core Deposit Intangible
•
1.5% of transaction accounts
Ameris Preferred Equity Repayment
•
Assumes repayment of Ameris' $28 million of preferred equity prior to the end of the first
quarter of 2014 Cost Savings
Credit Mark |
 Credit Due
Diligence 7
Credit Diligence Process
•
Comprehensive review process for Coastal’s loans and OREO portfolios
•
Experienced credit review team
+
Ameris has reviewed over $3.0 billion of loans and OREO through the evaluation of 30 FDIC
transactions
•
Completed
ten
FDIC-assisted
acquisitions
and
one
whole
bank
transaction
in
GA
and
FL
through cycle
•
Credit team reviewed 71% of the dollar balance of Coastal’s loan portfolio
+
100% of commercial loans greater than $300K
+
100% of all watch list loans over $200K
•
Reviewed 88% of OREO properties
+
On-site visits to the majority of OREO properties |
 Coastal’s
Core Earnings Ability 8
Source: SNL Financial
Note: Securities gain of $4.0 thousand not shown
(1)
Includes provision expense and losses on the sale of OREO
(2)
Based on Coastal’s reported 2013 noninterest expense of $17.4 million
•
Transaction will allow Ameris to unlock Coastal’s core earnings ability
•
Significant expense savings opportunities
2013 Core Earnings Reconciliation ($mm) |
 Source: SNL
Financial Ameris current capital ratios as of 12/31/13
(1)
Financial Impact
9
Transaction Impact
•
10% EPS accretion once cost savings are fully realized
•
No revenue synergies assumed in pro forma results but substantial
opportunities identified
•
Tangible book value earnback period inside 3.0 years
•
TCE / TA above 7.0% within 2 quarters
Pro Forma
Current
at Close
(1)
TCE / TA
6.8
%
6.8
%
Tier 1 Leverage Ratio
9.0
8.4
Tier 1 Risk-Based Ratio
14.2
12.8
Total Risk-Based Ratio
15.2
13.7
Estimated pro forma capital ratios at close; assumes transaction is 100% stock consideration;
includes repayment of legacy TARP preferred equity |
 Strengthened
Market Presence 10
•
Leverages our presence in the
Savannah market
+
On
a
pro
forma
basis,
Ameris
is
the
2
nd
largest
community bank in the Savannah MSA
Savannah MSA Deposit Market Share
Savannah MSA
Source: SNL Financial; deposit data as of 6/30/13
Market demographics deposit-weighted by county
Ameris
Coastal
Deposits
Market
Rank
Institution
($mm)
Share
1
Wells Fargo & Co.
$1,166
21.8
%
2
SunTrust Banks Inc.
1,050
19.6
3
Bank of America Corp.
664
12.4
4
First Financial Holdings Inc.
594
11.1
Pro Forma
390
7.3
5
BB&T Corp.
362
6.8
6
FCB Financial Corp.
342
6.4
7
Coastal Bankshares Inc.
315
5.9
8
Synovus Financial Corp.
181
3.4
9
Heritage Financial Group Inc.
131
2.4
10
Putnam-Greene Financial Corp.
104
2.0
11
United Community Banks Inc.
80
1.5
12
Ameris Bancorp
75
1.4
13
CertusHoldings Inc.
49
0.9
14
Regions Financial Corp.
46
0.9
15
Liberty Shares Inc.
45
0.9
’13 –
’18 Proj. Pop. Growth (%)
Proj. ’18 Median HHI ($)
4.3%
7.2%
0.0%
2.5%
5.0%
7.5%
ABCB
Coastal
$48,302
$52,945
$40,000
$45,000
$50,000
$55,000
ABCB
Coastal |
 Conclusion
11
•
Financially attractive for both of our shareholders
•
Enhances current footprint in a high-growth Southeastern
market
•
Compatible community banking model |
 Appendix:
Additional Information |
 Overview of
Coastal Bankshares, Inc. 13
•
Headquartered in Savannah, GA
•
Founded in 1954
•
6 branch Georgia footprint
+
Savannah MSA (5)
+
Hinesville MSA (1)
Financial Highlights
Company Highlights
Deposit Composition by County
(2)
Chatham
Liberty
Effingham
Total Assets
……………………………
$432.8
mm
Total Loans
……………………………
295.4
Total Deposits
……………………………
364.4
% Core Deposits
(1)
……………………………
83.4
%
Loans / Deposits
……………………………
81.1
Pro Forma Footprint
72%
15%
13%
Savannah
Montgomery
Moultrie
Ameris
Coastal
Source: SNL Financial; financial data as of 12/31/13
Branch count excludes Coastal’s administrative branch
Note: Map excludes Ameris’ branches in Northern Georgia, Northern South Carolina, and
Florida and Coastal’s administrative branch at 605 US Highway 80 West in Savannah
(1)
Core deposits defined as total deposits less jumbo time deposits greater than $100,000 (2)
Deposit data as of 6/30/13 |
 Strong Core
Funding 14
Dollars in millions
Source: SNL Financial
Data as of 12/31/13
Note: Jumbo time deposits defined as time deposits greater than $100,000
Ameris
Pro Forma
Coastal
Ameris Cost of Deposits: 0.32%
Coastal Cost of Deposits: 0.41%
Demand
Deposits
$179
6%
NOW Accounts
$129
4%
Money Market
& Savings
$1,940
65%
Retail Time
Deposits
$372
12%
Jumbo Time
Deposits
$379
13%
Demand
Deposits
$70
19%
NOW Accounts
$66
18%
Money Market
& Savings
$110
30%
Retail Time
Deposits
$58
16%
Jumbo Time
Deposits
$61
17%
Demand
Deposits
$249
7%
NOW Accounts
$196
6%
Money Market
& Savings
$2,050
61%
Retail Time
Deposits
$430
13%
Jumbo Time
Deposits
$440
13% |
 Pro Forma Loan
Composition 15
Ameris
Pro Forma
(1)
Dollars in millions
Source: SNL Financial
Data as of 12/31/13
(1)
Excludes purchase accounting adjustments
Ameris Yield on Loans: 5.57%
Coastal Yield on Loans: 5.83%
Coastal
C&D
$178
7%
Residential
$712
28%
CRE
$921
37%
C&I
$160
6%
Consumer &
Other
$164
7%
FDIC Covered
$390
15%
C&D
$37
12%
Residential
$100
34%
CRE
$130
44%
C&I
$23
8%
Consumer &
Other
$5
2%
C&D
$215
8%
Residential
$812
29%
CRE
$1,051
37%
C&I
$183
6%
Consumer &
Other
$169
6%
FDIC Covered
$390
14% |
 Branch Overlap
Detail 16
Map excludes Coastal’s administrative branch at 605 US Highway 80 West in Savannah
Pooler
Downtown Historic District
Southside |
 Branch
Locations 17
Hinesville Office
Godley Station
Rincon Office
Stephenson Avenue Office
Pooler Office
Johnson Square Office |