Ameris Bancorp · NYSE:ABCB
Ameris Bancorp — Merger or Acquisition (January 2015)
28 slides from Ameris Bancorp's merger presentation, Jan 29, 2015
Slide 1: Acquisition of Merchants & Southern Banks of Florida, Inc.
Acquisition of Merchants & Southern Banks of Florida, Inc. Purchase of 18 South Georgia and North Florida Branches Private Placement of Common Stock January 29, 2015
Slide 2: This presentation contains certain performance measures determined by methods other than in accordance with
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
Slide 3: Significant Strategic Transactions Discussion Outline
Significant Strategic Transactions 3 Discussion Outline • Bank Acquisition • Branch Purchase • Capital Transaction and Pro Forma Results
Slide 4: Bank Acquisition
Bank Acquisition
Slide 5: Bank Acquisition – Transaction Terms and Multiples
(1) Financial information as of December 31, 2014 Bank Acquisition – Transaction Terms and Multiples Bank Acquisition Consideration Aggregate Purchase Price Required Approvals Expected Closing Price/Tangible Book Value (1) Price/LTM Net Income (1) Core Deposit Premium (1) Merchants & Southern Banks
Slide 6: Bank Acquisition – Pro Forma Franchise
(1) Profitability metrics adjusted using an assumed tax rate of 35% to account for S - Corp status Source: SNL Financial; financial data as of December 31, 2014; dollar amounts in millions Bank Acquisition – Pro Forma Franchise ABCB (72 Branches) Merchants & Southern (13 Branches) Gainesville Jackso
Slide 7: Bank Acquisition – Pro Forma Franchise
7 Bank Acquisition – Pro Forma Franchise Gainesville, FL June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 Wells Fargo & Co. (CA) 9 767,731 21.57 2 Bank of America Corp. (NC) 6 765,289 21.50 3 BBVA 4 354,799 9.97 4 SunTrust Banks Inc. (GA) 5 335,692 9.43 5 Mrchnt & Sth
Slide 8: Transaction Rationale
Transaction Rationale • Meaningful EPS accretion • Internal rate of return over 20% Strategic Rationale Operating Considerations Financial Impact • In - market extension with like - minded community bank • Leverages management experience and infrastructure in North Florida • Experienced Southeast ac
Slide 9: Branch Purchase
Branch Purchase
Slide 10: Branch Purchase – Transaction Terms and Multiples
(1) Non - cash assets include acquired loans and fixed assets (2) Aggregate purchase price will be based on the total average deposits for a defined period prior to closing Branch Purchase – Transaction Terms and Multiples Branch Purchase Deposits Acquired Non - Cash Assets Acquired Consideration Re
Slide 11: Branch Purchase – Pro Forma Franchise
Source: SNL Financial; financial information as of July 2014 Branch Purchase – Pro Forma Franchise Pro Forma Branch Map Deposit Composition – Southeastern Branches ABCB (72 Branches) 18 Southeastern Branches M&S (13 Branches) Noninterest Bearing ~21% NOW ~23% MMDA ~27% Savings ~8% CDs ~14% IRAs ~7%
Slide 12: Pro Forma Deposit Composition
24.3% 20.8% 33.5% 9.2% 12.2% 12 Pro Forma Deposit Composition 24.2% 22.3% 29.7% 11.5% 12.3% ~21% ~23% ~42% ~0% ~14% 32.9% 0.2% 53.0% 7.4% 6.5% ABCB Southeastern Branches (1) Merchants Non-Interest Bearing Deposits MMDA & Savings Interest-Bearing Transaction CDs < $100,000 CDs > $100,000 Pro Forma AB
Slide 13: Transaction Rationale
Transaction Rationale • Meaningful EPS accretion • Internal rate of return over 20% Strategic Rationale Operating Considerations Financial Impact • In - market expansion comprised primarily of deposit relationships • Minimal amount of complexities – grow loans and retain deposits • Leverages managem
Slide 14: Capital Transaction and Pro Forma Results
Capital Transaction and Pro Forma Results
Slide 15: Capital Transaction – Summary Overview
Capital Transaction – Summary Overview 15 • Private placement • Approximately $114.5 million net proceeds • Commitments for the sale of up to 5,320,000 primary shares • Issuance price per share: $ 22.50 • Transaction expected to be completed January 30, 2015
Slide 16: Key Pro Forma Assumptions and Financial Impact
Key Pro Forma Assumptions and Financial Impact Bank Acquisition • Balance sheet and earnings growth in line with past performance • Cost savings of 33%; 75% realized in 2015 and 100% realized in 2016 and thereafter • No revenue enhancements assumed • Credit loan mark of approximately 4% • OREO mark
Slide 17: Pro Forma Balance Sheet and Capitalization
Pro Forma Balance Sheet and Capitalization (1) 17 (1) Pro forma balance sheet and capital ratios include the bank acquisition, branch purchase and capital transaction Dollar Values in Millions, Except Per Share Amounts Estimated Pro Forma at Close (1) Balance Sheet June 30, 2015 Total Assets $5,534
Slide 18: Conclusion
Conclusion 18 • Ameris is a very attractive Southeastern banking franchise — Consistently profitable — Impressive returns…5 year total return over 170% (1) — Experienced acquiror with a seasoned management team — Well - positioned to capitalize on future growth and expansion opportunities • Pending
Slide 19: Appendix: Additional Information
Appendix: Additional Information
Slide 20: Merchants & Southern Banks of Florida, Inc.
Merchants & Southern Banks of Florida, Inc.
Slide 21: Historical Financial Summary
Historical Financial Summary (1) Profitability metrics adjusted using an assumed tax rate of 35% to account for S - Corp status Source: SNL Financial; bank - level data presented 21 Dollar Values in Millions, Except Per Share Amounts For the Fiscal Year Ended Quarter Ended 2009Y 2010Y 2011Y 2012Y 20
Slide 22: Historical Asset Quality
Historical Asset Quality Source: SNL Financial; bank - level data presented 22 $9,653 $22,125 $22,230 $16,275 $10,396 $7,040 $2,144 $7,343 $9,253 $8,430 $5,055 $3,436 2.93% 7.57% 8.02% 5.71% 3.59% 2.63% 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 6.00% 7.00% 8.00% 9.00% $0 $5,000 $10,000 $15,000 $20,000 $25
Slide 23: Loan & Deposit Composition
Loan & Deposit Composition Dollars in Thousands Loan Composition Type 9/30/2014 C&D Residential 7,255 C&D Nonresidential 27,958 1-4 Family 27,256 Multifamily 20,263 Owner-Occupied CRE 69,165 Non-Owner-Occupied CRE 49,770 Farm & Agriculture 342 C&I 13,511 Consumer & Other 2,815 Gross Loans $218,335 D
Slide 24: Southeastern Branches
Southeastern Branches
Slide 25: Deposit Market Share – Selected GA and FL Counties
Source: SNL Financial; deposit data as of June 2014 Deposit Market Share – Selected GA and FL Counties 25 Tift, GA June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 Synovus Financial Corp. (GA) 2 297,439 35.37 2 Pro Forma Company 3 199,237 23.69 2 South Georgia Bank Ho
Slide 26: Deposit Market Share – Selected GA and FL Counties
Deposit Market Share – Selected GA and FL Counties Source: SNL Financial; deposit data as of June 2014 26 Laurens, GA June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 Morris State Bancshares Inc. (GA) 2 284,967 32.46 2 Hogan Investments LP (GA) 4 163,495 18.62 3 Farme
Slide 27: Deposit Market Share – Selected GA and FL Counties
Deposit Market Share – Selected GA and FL Counties Source: SNL Financial; deposit data as of June 2014 27 Dixie, FL June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 Southeastern Branches (NC) 1 35,502 39.02 2 Drummond Banking Co. (FL) 2 34,220 37.61 3 Capital City Ban
Slide 28: Deposit Market Share – Selected GA and FL Counties
Deposit Market Share – Selected GA and FL Counties Hamilton, FL June '14 Total Market # of Deposits Share Rank Institution Branches ($000) (%) 1 First Federal Bancorp MHC (FL) 1 60,810 74.19 2 Southeastern Branches (NC) 1 21,152 25.81 1 Market Total 2 $81,962 100.00% Source: SNL Financial; deposit d
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