![]() 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 |