First Bancshares, Inc. · OTC:FIBH
First Bancshares — Investor Presentation (October 2016)
35 slides from First Bancshares's investor presentation, Oct 14, 2016
Slide 1: $63,250,000 Private Placement
Filed Pursuant to Rule 433Registration Statement No. __________Issuer Free Writing Prospectus Dated October __, 2015Relating to Preliminary Prospectus Supplement Dated October __, 2015 1 $63,250,000 Private PlacementOctober 2016Strictly Confidential
Slide 2: Caution Regarding Forward Looking Statements
Caution Regarding Forward Looking Statements This presentation contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, descriptions of the fi
Slide 3: Non-GAAP Financial Measures
These slides may contain non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of the registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the e
Slide 4: Offering Summary
Offering Summary Issuer: The First Bancshares, Inc. Ticker: NASDAQ: FBMS Offering Type: Private placement Security Type: Mandatorily convertible preferred stock Offering Amount: $63,250,000 Expected Closing Date: October 2016 Conversion: Convertible into common stock; mandatory conversion immediatel
Slide 5: Offering Rationale
Offering Rationale Supports the acquisitions of Gulf Coast Community Bank and Iberville BankGulf Coast Community Bank - $133 million in assets, headquartered in Pensacola, FLIberville Bank - $258 million in assets, headquartered in Plaquemine, LAAcquisitions are consistent with the Company’s expansi
Slide 6: Company Overview: The First Bancshares, Inc.
Balance Sheet (06/30/16):Assets - $1.2 billionGross Loans - $833.0 millionDeposits - $1.0 billionCDCI Preferred - $17.1 millionTangible Common Equity - $77.5 millionProfitability (6/30/16 YTD):Net Income of $5.3 million vs $4.2 million YTD 2015ROAA - 0.87%ROATCE - 14.1%Efficiency Ratio of 68.0% vs 7
Slide 7: Executive Leadership Team
M. Ray “Hoppy” Cole, Jr. Dee Dee Lowery President, CEO30 years experience Executive VP, CFO26 years experience Ion Mixon Eric Waldron Executive VP, Risk Manager17 years experience President, Northern Region21 years experience Chris Ryals Carol Daniel Executive VP, COO22 years experience Executive VP
Slide 8: Recent Franchise Expansion
Source: Company documents Recent Franchise Expansion 2011 Acquired 8 Whitney Branches in MS: $179 million Deposits 2013 De Novo Expansion: Ocean Springs, MS Branch 2013 Successful Private Placement: $20 million 2013 Acquired First National Bank of Baldwin County in a bankruptcy transaction: $187 mil
Slide 9: Financial Performance Since 2009
1 As of June 30, 20162 CAGR based on YTD annualized net income of $10.6 million3 CAGR based on YTD annualized diluted EPS of $1.86Source: SNL Financial; GAAP Data; Company documents Financial Performance Since 2009 $ In Millions 2009 2010 2011 2012 2013 2014 2015 YTD1 CAGR Since 2009 Balance Sheet T
Slide 10: Execution on 5-Year Plan
Execution on 5-Year Plan CAGR since 2009 (w/ pending deals): 20.6%CAGR since 2009 (w/o pending deals): 15.6%Legacy CAGR since 2009: 7.8% $ in millions 10 *YTD is as of June 30, 2016Note: Acquired assets excludes Mortgage Connection acquisition and includes pending acquisitions of Gulf Coast Communit
Slide 11: Execution on 5-Year Plan
Execution on 5-Year Plan 11 *YTD is as of June 30, 2016Source: Company documents
Slide 12: Execution on 5-Year Plan
Execution on 5-Year Plan 12 *YTD is as of June 30, 2016Source: Company documents
Slide 13: Execution on 5-Year Plan: Deposits by Market
Execution on 5-Year Plan 13 2015 Deposits by Market 2009 Deposits by Market Source: Company documents
Slide 14: Market Demographics
Market Demographics 14 *FBMS represents an average rate weighted by deposits for each county in which the Company operatesSource: SNL Financial FBMS operates in diverse markets within the growing Gulf South Hattiesburg is home to University of Southern Mississippi, and its economy is driven by stron
Slide 15: Commercial Real Estate Portfolio
Commercial Real Estate Portfolio 15 1 Based on internal Company calculationsNote: CRE loans do not include Owner Occupied CRESource: Internal Company documents 2Q 2013 2Q 2014 2Q 2015 2Q 2016 CRE Loans: $177.8 $166.9 $206.8 $250.1 CRE Annual Growth: - (6%) 24% 21% 3 Year CRE Growth - - - 41% CRE Con
Slide 16: Net Interest Margin Analysis
Net Interest Margin Analysis 16 Source: GAAP data; Company documents
Slide 17: Asset Liability Management
Asset Liability Management 17 Source: ALM report by First National Bankers Bank The Company maintains an asset sensitive balance sheet that would benefit from an increase in interest rates Changes to net interest income and economic value of equity are well within policy limits in all rate shock sce
Slide 18: Capital Raising Thought Process
Capital Raising Thought Process 18 Since early 2015, FBMS has been evaluating the timing of a smaller capital raise intended to strengthen TCE / TADuring the course of evaluating the capital raise, FBMS was presented with the opportunity to minimize the dilutive effects of the offering Strengthen Ca
Slide 19: Proposed Acquisition: Gulf Coast Community Bank
19 Proposed Acquisition Transaction Value: $2.3 million Price / TBV: 39% Exchange Ratio1: 0.0285x Consideration: 100% Stock Shares Issued2: 128,643 FBMS shares issued PF Ownership3: 2.3% Cost Saves4: 46% Transaction Expenses: $3.3 million (pre-tax) Intangibles Created: $2.4 million Expected Closing:
Slide 20: Gulf Coast Strategic Rationale and Credit Risk Management
Expansion into attractive contiguous marketExisting knowledge of the Pensacola market with management structure already in placeAbility to leverage the Company’s lending expertise and higher lending limit to better serve new and existing clientsLow cost deposit base and well-situated offices provide
Slide 21: Expansion into the Pensacola Market
Expansion into the Pensacola Market 21 Growing economy based on tourism, military and educationVisitors to Pensacola spent $849 million in 2015 and supported approximately 20,000 jobs in the area Location of Naval Air Station Pensacola, employing more than 16,000 military and 7,400 civilian personne
Slide 22: Proposed Acquisition: Iberville Bank
22 Proposed Acquisition Iberville Bank 1 75% realized in 2017, 100% thereafter Transaction Value: $31.1 million Price / TBV: 122% Consideration: 100% Cash Cost Saves1: 40% Transaction Expenses: $6.0 million (pre-tax) Intangibles Created: $6.6 million Board Representation: 1 seat on bank level Board
Slide 23: Iberville Bank Franchise and Due Diligence
Founded in 1931, Iberville Bank is an established franchise with deep ties to the local communityIncreases the Company’s presence in one of the Gulf South’s premier markets, ranking in the top 10 in deposit market share in the Baton Rouge MSA Leverages existing local infrastructure for maximum effic
Slide 24: Iberville provides stable, low cost deposits
Iberville provides FBMS with stable, low cost deposits and… 24 Note: All data is representative of Iberville Bank unless indicated otherwise1Net income tax-effected at 35%Source: SNL Financial …the ability to generate significant operating efficiencies Loans / Deposits Cost of Interest-Bearing Depos
Slide 25: Core Earnings Capacity
Core Earnings Capacity 25 Last Twelve Months Core Earnings Reconciliation ($000)1 Baseline earnings of $3.6 million Excludes revenue synergies opportunities Excludes ability to leverage excess liquidity of 61.9% Loan / Deposit ratio 1Data for the twelve months ended 6/30/162Tax rate of 35%3Based on
Slide 26: Strengthened Market Presence
Strengthened Market Presence 26 Strong, diverse economy focused on government, education and energyAs the capitol of Louisiana, more than 22,000 people are employed in state and local government jobs Louisiana State University is one of the largest universities in the country with more than 31,000 s
Slide 27: Pro Forma Map
Pro Forma Map Source: SNL Financial 27 FBMS Locations FBMS LPO LocationsGulf Coast Locations Iberville Locations
Slide 28: Pro Forma Deposit Market Composition
28 Pro Forma Deposit Market Composition 2009 Deposits by State 2015 Deposits by State Pro Forma Deposits by State Note: Based on June 30, 2015 deposit data Since 2009, FBMS has significantly improved its geographic diversity and reduced risk by decreasing its percentage of Mississippi deposits from
Slide 29: Pro Forma Loans
Pro Forma Loans 1 Includes purchase accounting adjustments and $63.25 million capital offering with 5% selling expensesNote: FBMS concentration ratios based on internal Company calculationsSource: SNL Financial, internal Company documents FBMS Gulf Coast Iberville Pro Forma1 29 Gross Loans: $143 mil
Slide 30: Pro Forma Deposits
Pro Forma Deposits Note: Does not include purchase accounting adjustmentsSource: SNL Financial 30 FBMS Gulf Coast Iberville Pro Forma Deposits: $231 million MRQ Cost of Deposits: 0.16% Loans / Deposits: 62% Deposits: $116 million MRQ Cost of Deposits: 0.28% Loans / Deposits: 75% Deposits: $1,032 mil
Slide 31: Pro Forma Balance Sheet
Pro Forma Balance Sheet 31 Note: See footnotes on next page for additional detail
Slide 32: Pro Forma Balance Sheet Footnotes
Pro Forma Balance Sheet Footnotes 32 Footnotes a. Proceeds from sale of loans and OREO, net of transaction costs b. $2.8 million reversal of reserves, $3.5 million loan credit mark, $1.4 million loan rate mark up, and $3.4 million reduction from loan sale c. $12.0 million OREO fair value mark plus $
Slide 33: Pro Forma Impact
Pro Forma Impact 33 $63,250,000 common stock raise The transaction is $0.64 dilutive1 to tangible book value at close, earned back over approximately 4.1 yearsPro forma capital ratios: FBMS(6/30/2016) Transactions & $63.25 Million Base Offering (6/30/2016) TCE / TA: 6.4% 8.0% Leverage Ratio: 8.5% 9.
Slide 34: Investment Highlights
Investment Highlights FBMS presents an opportunity to invest in a premier Gulf South franchise with an experienced management team and attractive growth opportunities Attractive entry point for a growing Gulf South franchise with excellent operating metricsThe community bank of choice in southern Mi
Slide 35: Growing in the Gulf South
», BANCSHARES, INC2: Growing in the Gulf South
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