UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 20, 2012
Ameris Bancorp
(Exact Name of Registrant as Specified in Charter)
Georgia | 001-13901 | 58-1456434 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
310 First Street, S.E., Moultrie, Georgia | 31768 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (229) 890-1111
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. | Regulation FD Disclosure. |
On June 20, 2012, Edwin W. Hortman, Jr., President and Chief Executive Officer of Ameris Bancorp (the Company), and Dennis J. Zember Jr., Executive Vice President and Chief Financial Officer of the Company, gave certain presentations on an investor marketing trip with Keefe, Bruyette & Woods. A copy of the investor presentation materials is being furnished as an exhibit to this report and is incorporated by reference into this Item 7.01.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
99.1 Investor Presentation Materials
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERIS BANCORP | ||
By: | /s/ Dennis J. Zember Jr. | |
Dennis J. Zember Jr. | ||
Executive Vice President and Chief Financial Officer |
Dated: June 20, 2012
EXHIBIT INDEX
Exhibit No. |
Exhibit | |
99.1 | Investor Presentation Materials |
Exhibit 99.1
First Quarter 2012 Investor Presentation
Cautionary Statements
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 Companys performance. These measures are useful when evaluating the underlying performance and efficiency of the Companys operations and balance sheet. The Companys 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 Companys management believes that investors may use these non-GAAP financial measures to evaluate the Companys financial performance without the impact of unusual items that may obscure trends in the Companys 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 Companys 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 Companys periodic filings with the Securities and Exchange Commission for a summary of certain factors that may impact the Companys results of operations and financial conditio
2
Corporate Profile
Founded in 1971 as the American Banking Company
Historically grown through acquisitions of smaller banks in areas close to existing operations
Recent growth through de novo expansion strategy and 9 FDIC-assisted transactions
Four state footprint with 67 offices
Approximately 830 FTEs managing 200,000 core customer accounts
Assets $3.0 billion Loans $2.0 billion Deposits $2.7 billion
3
Experienced Management Team
Name, Position
Experience
(Banking / Ameris)
Previous Experience
Edwin W. Hortman Jr.
Chief Executive Officer
31/13
Colony Bankcorp, Inc.
Andrew B. Cheney
EVP & Chief Operating Officer
35/2
Barnett Bank, Mercantile Bank
Dennis J. Zember Jr.
EVP & Chief Financial Officer
18/6
Flag Financial Corporation
Jon S. Edwards
EVP & Chief Credit Officer
27/12
NationsBank, Federal Reserve
Stephen A. Melton
EVP, Chief Risk Officer
31/1
Columbus Bank & Trust (lead bank SNV)
Cindi H. Lewis
EVP, Chief Administrative Officer
35/35
Officer at Ameris Bank since 1987
T. Stan Limerick
EVP, Chief Information Officer
7/1
Whitney National Bank
Management and Board Ownership of Approximately 7%
4
Current Focus
Position Ameris Bank as a Consolidator in our 4 Southeastern States.
FDIC Assisted acquisitions Slowing pipeline of opportunities but our markets still have majority of potential deals. Interest in both Strategic (builds market share) and Financial (builds excess TCE and T1 capital).
Traditional M&A Rapidly growing pipeline of opportunities in our footprint on larger, thinly capitalized institutions.
Realize the positive impacts of our Earning Strategies.
Build momentum on growing earning assets and additional revenue opportunities.
Build unique non-interest lines of businesses to drive non-interest income to top quartile of our peer group.
Gain operating leverage from continued consolidation. Significantly reduce non-provision credit related costs such that strong PTPP earnings drive higher EPS.
Continue Improving Credit Quality.
Continue to manage strategies that restore historic quality to our Balance Sheet.
Reduce credit-related operating expenses incrementally throughout 2012.
5
First Quarter Update
dollars in millions, except per share data Q111 Q211 Q311 Q411 Q112 Change
BALANCE SHEET
Assets $2,918 $2,857 $3,010 $2,994 $3,043 4.28%
Loans, net 1,837 1,812 1,929 1,868 1,949 6.10
Tang Common Equity / Assets 7.51% 7.78% 7.96% 7.96% 7.95% 5.86
Tangible Book Value $9.20 $9.34 $10.08 $10.06 $10.15 10.33
PERFORMANCE
Pre-tax, pre-credit earnings $12,593 $13,491 $15,433 $15,030 $13,634 8.27%
as a percentage of average assets 1.73% 1.89% 2.05% 2.01% 1.79%
Revenue (ex acquisition gains) $30,400 $34,727 $34,880 $35,259 $34,954 14.98
as a percentage of average assets 4.17% 4.86% 4.64% 4.71% 4.59%
OPEX (ex credit costs) $19,358 $18,720 $20,501 $20,926 $21,507 11.10
as a percentage of average assets 2.65% 2.62% 2.72% 2.80% 2.83%
Diluted earnings per share 0.02 0.06 0.66 0.01 0.19 850.00
Net interest margin (TE) 4.04% 4.21% 4.44% 5.21% 4.48% 10.89
Efficiency ratio (ex credit costs) 63.68% 53.91% 58.78% 59.35% 61.53%(3.37)
CREDIT QUALITY (1)
NPAs / Assets 4.48% 4.27% 3.77% 4.05% 3.03%(32.37)%
Classified Assets / Capital 57.33 49.27 41.78 43.93 35.07(38.83)
Reserves / Loans 2.63 2.54 2.57 2.64 2.17(17.49)
Reserves / NPLs 51.82 57.02 59.66 49.64 54.90 5.94
(1) Excludes covered assets, where applicable
6
Earnings Growth Expansion/Remix of Earnings Assets
Short-term plan to convert low yielding assets into traditional earning asset mix.
Balance Type
40,035 Legacy OREO
85,803 Covered OREO
220,016 FDIC receivable
172,020 Covered NPLs
194,172 S/T assets
712,046 Total Low Yielding Assets
Majority of the conversion of low yielding assets expected inside of 2 years
Cash flows here do not factor in growth. Management believes growth is possible and costs of new deposits in
1Q 2012 was 0.39%.
Transition into traditional E/A mix
Pickup in net interest income from the strategy is approximately $26 million
Reshuffling asset mix is 100% incremental to ROA
After tax pickup of $0.71 per share and 57bps improvement in ROA
Loan generation engine in place, focused on lending niches, larger relationships in growth markets, existing customers
Some loan growth may come from additional FDIC transactions where assets have higher yields than calculated here.
Balance Type
498,432 Loans (70%)
142,409 Investments (20%)
71,205 S/T assets (10%)
712,046 Traditional E/A mix
7
Earnings Growth Non-Interest Income
1.50%
Non-Interest Income to Assets
1.25%
1.00%
0.94%
0.88% 0.92%
0.82% 0.82% 0.83% 0.83%
0.75% 0.81% 0.81%
0.50%
1Q 2010 3Q 2010 1Q 2011 3Q 2011 1Q 2012
Serious about building strength and diversification in non-interest income sources
Moving away from deposit charges
Researching unique lines of business
Momentum in our numbers coming from mortgage revenue. Strategy built in 12 months from scratch Peer group comparison are banks greater than $3 billion.
Believe we will surpass peer group average in 2012 and can achieve top quartile in 2015
Significant growth in mortgage revenue currently all from retail activities
Still hiring highly experienced, high volume teams
Current retail production is $20mm per month, potential and platform to double in 12-18 months Started wholesale activities in 2Q 2012
Hiring experienced relationship managers from large wholesale players
Larger volume opportunity in wholesale relative to retail activities.
1,600
Mortgage Revenue 1,475
1,200
1,209
930
800
806 713 675 554
400
450 382
0
1Q 2010 3Q 2010 1Q 2011 3Q 2011 1Q 2012
8
Earnings Growth Continued Growth in Revenue
Revenue growth through this cycle with opportunistic strategies:
15.0% compounded annual growth rate in total revenue over the last three years
Revenue has grown twice as fast as earning assets
Significant amount of assets that will be deployed over the next 3 years that will significantly boost revenue and earnings.
27.4%CGR for mortgage related revenue
23.6%CGR for debit interchange fees
7.8%CGR for analysis and overdraft fees
2011 revenue gains boosted by improved net interest margins from deployment of short-term assets
2012-2015 strategy demands:
Diversification of revenue with more emphasis on highly profitable non-interest income LOBs that enhance ROA and reduce burden on capital leverage
Protect our advantage from strong net interest margins with emphasis on creating a highly favorable funding mix.
9
Earnings Growth Operating Expense Leverage
5 Facts that Point To Significant Leverage in Operating Expense
SAD department fully staffed
$5.2 million in annualized cost will trend down over the next couple years as covered and classified assets decrease.
Corporate functions can accommodate growth with very little incremental cost
Incorporated 9 acquisitions and $1.5 billion in assets in less than 30 months with only 16 additions in staff (excluding SAD functions).
Headed by business experts with significant experience. Understand the efficiency element of M&A
FDIC Insurance is going to decrease substantially
$4.1 million reduction in FDIC insurance starting in January 2013 when the prepaid assessment is fully amortized.
M&A opportunities exist where primary catalyst for the deal is operating leverage
Our M&A strategy is building in existing markets where we can leverage current management and facilities
Our core processor contract allows for 50% reduction in processing costs in targets d/p costs.
Believe we can integrate targets with less than 2.00% incremental opex/assets
Non-provision credit costs are moderating quickly
$24.7 million in 2011 and $12.7 million in 1Q 2012. Expect moderation in these costs in 2H 2012 and into 2013 as credit quality has improved to peer level.
10
Local Deposit Customers
Drive Profitability & Long Term Franchise Value
40.7%Growth rate in Non-interest Bearing Demand during last 12 months
63.2%Percentage of deposits in retail oriented transaction style accounts
98.0%Percentage of Banks total funding through deposits that walks through our front doors (1Q 12)
Zero cost deposits 3/30/12
$1,200,$1,000,$800,$600,$400,1Q 10, 2Q 10, 3Q 10, 4Q 10, 1Q 11, 2Q 11, 3Q 11, 4Q 11, 1Q 12
15.0%, 25.0%, 35.0%, 34%, 25%,$539, $524, $539, $630, $585, $638, $688, $734, $779, $922
Deposits costing less than 0.25% (in millions)
% of total funding
Deposit Composition 3/31/12
DDA,17%, MMDA,23%, NOW&Sav,27%, Retail Time,30%. Brokered,2%
Zero cost deposits include non-interest bearing checking, NOW accounts and Savings accounts that cost less than 0.25% and are deemed to have very little sensitivity to changing interest rates
11
Strong Core Operating Performance
Pre-Tax, Pre-Credit Earnings(1) ($000s)
$18,000 $12,000 $6,000 $- Q4 09 Q1 10 Q210 Q310 Q410 Q111 Q211 Q311 Q411 Q112
$9,588 $13,864 1.66% 1.77% 1.94% 1.95% 1.72% 1.70% 1.86% 2.01% 1.97% 1.87% 2.50% 2.00% 1.50% 1.00%
PTPP ROA
Net Interest Margin(2) (%)
4.70 4.30 3.90 3.50 Q210 Q310 Q410 Q111 Q211 Q311 Q411 Q112
4.11 4.08 4.21 4.48 3.81
ABCB Net Interest Margin UBPR Peer Group
Earnings Power
28.3% - Average Growth rate in PTPP (2 years) Strong results, driven by cost containment and contribution from eight acquisitions during the eight quarters covered. Both strategies are still effective and management believes will continue to provide growth opportunity.
17.8% - Net reduction in normalized operating expenses (normalizes non-provision credit costs & excess FDIC insurance totals $24.7 million (annualized) compared to foregone compensation of $6.6 million (annualized))
(1) Credit expenses include provision, OREO losses, problem loan expense and interest reversals on non-accrual loans (2) Ameris Bank net interest margin on a fully taxable-equivalent basis, excludes H/C level TRUPs
12
Significant Capital Strength
Adequate for TARP Repayment and Further Growth
Stable Tangible Book Value per Share
11.00 9.00 7.00 1Q 10 2Q 10 3Q 10 4Q 10 1Q 11 2Q 11 3Q 11 4Q 11 1Q 12
$9.94 $9.43 $9.35 $9.22 $9.20 $9.34 $10.08 $10.06 $10.15
Significant Capital Left for Leverage
20.00% 16.00% 12.00% 8.00% 4.00% 1Q 10 2Q 10 3Q 10 4Q 10 1Q 11 2Q 11 3Q 11 4Q 11 1Q 12
13.38% 18.08% 18.01% 17.62% 17.82% 18.21% 18.45% 18.77% 19.01%
9.26% 12.19% 12.01% 11.05% 10.15% 10.58% 10.59% 10.88% 10.93%
Tier 1 Risk Based Capital Tier 1 Leverage
9.51% - Proforma Tier 1 capital assuming TARP repayment
7.95% Proforma TCE/TA assuming TARP repayment
Additional growth of $1.11 billion possible (leverages T1 Leverage to 8.00%) with no additional earnings or capital raise
8.7% increase in TBV over the past year.
Successfully earned our way through the economic cycle with strong core earnings from our core/relationship oriented balance sheet.
(1) Tangible book value per share adjusted for stock dividends
13
FDIC-Assisted Acquisitions
Leading the nation in number of deals
Acquisition Deposit Pretax Gain/
Bank Assets, FV Deposits, FV Discount Bid
Date Premium (Goodwill)
American United Bank Oct-09 120,994 100,470 (19,645) 262 12,445
United Security Bank Nov-09 169,172 141,094 (32,615) 228 26,121
Satilla Community Bank May-10 84,342 75,530 (14,395) 92 8,208
First Bank of Jacksonville Oct-10 77,705 71,869 (4,810) 2,382
Tifton Banking Company Nov-10 132,036 132,939 (3,973) -(955)
Darby Bank & Trust Nov-10 598,204 386,958 (45,002) 4,211
One Georgia Bank Jul-11 184,344 160,711 (22,500) 7,945
High Trust Bank Jul-11 183,880 170,967 (33,500) 18,922
Central Bank Georgia Feb-12 261,289 261,036 (33,900) 20,037
1,811,966 1,501,574 (210,340) 582 99,316
Line of business experienced teams managing workout of assets, fair value accounting and data conversions.
Self-capitalizing acquisition gain plus subsequent earnings have capitalized approximately 5.50% % of acquired assets.
Serious about Cost Savings- 10 of the 25 offices acquired have been closed or are scheduled to close before EOY 2012
14
Potential Consolidation Opportunities
(data for banks in our four state footprint)
Loss-Share M&A Opportunities(2)
20% of all banks under $2 billion in our four states have Tx ratio over 100%
Majority remaining are smaller banks where consolidation opportunities would favor Ameris Bank
Average assets of approximately $250 million
Intense regulatory pressure to make something happen on capital levels and problem assets
Average Tier 1 leverage (incl h/c debt) of approximately 5.00%
170 130 90 50 3Q 09 4Q 09 1Q 10 2Q 10 3Q 10 4Q 10 1Q 11 2Q 11 3Q 11 4Q 11 1Q 12
137 159 155 151 148 153 150 139 130 127 119
Traditional M&A Opportunities(1)
170 145 120 95 70 3Q 09 4Q 09 1Q 10 2Q 10 3Q 10 4Q 10 1Q 11 2Q 11 3Q 11 4Q 11 1Q 12
148 162 156 158 157 144 145 137 131 130 126
20% of all banks under $2 billion in our four states have Tx ratio between 50% and 100%
Some improvement in number of problem banks, but almost always from deleveraging vs. new capital or earnings growth
Credit marks in purchase transaction are very punitive given levels of classified assets and limit acquirers ability to maintain TBV levels in recapitalization
These banks are receiving significant pressure from regulatory agencies to strategically develop sources of capital and a rapid path to profitability.
Similar in average assets to loss share M&A opportunities
(1) Banks in Ga, Fl, Al and SC with Texas Ratio over 50% but below 100%. Total assets under $2 billion. Excludes banks with covered assets (2) Banks in Ga, Fl, Al and SC with Texas Ratio over 100%. Total assets under $2 billion. Excludes banks with covered assets
15
Loan Portfolio Detail
Loan Portfolio Detail 3/31/12
Average Loan
Loan Type Size Average Rate
Commercial R/E $ 339,377 5.53%
C&D 107,866 5.43 Residential 69,967 5.93 C&I 54,612 5.35 Consumer 6,969 6.69 Agriculture 101,177 5.93
Total $ 80,789 5.68%
Diversified loan portfolio across five regions
Inland Georgia 51% South Carolina 12% Coastal Georgia 16% Florida 13% Alabama 8%
In-house lending limit of $7.5 million versus $75 million legal limit
5 loans greater than $5 million
Loan participations less than 1.00% of total loans
Low average loan size ($81k)
Aggressive management of concentrations of credit
Top 25 relationships are only 10.9% of total loans
Covered 34% Agriculture 8% C & I 6% Construction 6% Non-owned occupied CRE 14% Owner Occupied CRE 14% Consumer Installment & Residential 18%
16
C&D and CRE Detail (in millions)
C&D Portfolio
C&D ONLY 6% OF LOAN PORTFOLIO
Reduced exposure by $272mm or 69% since peak
Average LTV is 66%
38% of all 2011 and 2010 NCOs
CRE Portfolio (Non Owner- Occupied)
50% of our CRE portfolio is owner-occupied
Average CRE loan is $339k
Data as of 3/31/12; excludes covered loans
Misc. Spec/model homes Owner Occupied Commercial Construction Raw - agriculture
Pre-sold homes Subdivisions Raw land - residential Raw land - Commercial Buildable lots
$2.0 $0.0 $2.1 $0.2 $3.3 $0.0 $7.6 $0.0 $7.7 $0.5 $8.0 $0.3 $7.4 $2.6 $12.2 $4.2
$24.3 $2.1$33.6 $3.8
$0.0 $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 $40.0
Land/ Golf Courses Auto Dealerships Misc Comm/ Res Rental Restaurant/ C-stores Strip Centers
Hotels/ Motels Warehouse Retail Properties Apartments Offices
$0.0 $4.0 $0.0 $5.7 $0.1 $12.0 $0.1 $14.6 $0.1 $24.6 $0.3 $20.3 $5.1 $36.8 $5.1 $36.8 $5.1 $41.7 $1.1
$39.6 $7.0 $42.4 $4.5
$0.0 $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 $40.0 $45.0 $50.0
Pass Grade Classified
Pass Grade Classified
17
Credit Quality Substantial Improvement
Trends in NPAs
OREO
Values are appropriate for sale to end users.
1Q 2012 Disposal activity More aggressive posture resulted in a $31.2 million reduction in classified assets at 63%, net of reserves.
NPLs down 43% from their peak levels over 2 years ago.
In-migration of new non-accrual loans reduced significantly from past levels.
Breakdown of OREO by Type
100 75 50 25 0 $90 $30 $92 $41 $88 $49 $79 $52 $68 $57 $61 $59 $59 $51 $70 $47 $52 $37
Q110 Q210 Q410 Q111 Q311 Q411 Q112 NPLS OREO
RRE Land, $10.20, 28%
Subdiv & lots, $6.10, 17% SFR, $1.30, 4%
CML Land $8.50, 23%
CML Properties, $10.00, 27%
AGRE Land $0.30, 1%
18
Credit Cycle
In-Migration of New Problem Loans(1)
45% Decline In-migration of new non-accrual loans down significantly in 2011 over 2010.
4th quarter 2011 increase in in-migration was concentrated in several larger relationships. All have resolution strategies implemented.
Management anticipates lower in-migration for
2012 over 2011 levels, although not visually linear.
Only $32.8 million of accruing substandard loans at September 2011. Down 55% from the peak in June 2009.
Non- Accrual loans held at 41.3% of original appraisal (51.7% of original loan amount, net of related reserves).
Conservative Carrying Values of Classified Assets(2)
$180
$102.1 $90
$49.8 $43.5
$30.5 $0
ClassifiedAccruing 62.7% Non-Accruing 41.3%
Original Appraisal Current Book Balance
(1) Cumulative losses defined as provision for loan losses plus (gains)/losses on the sale of OREO (2) Net Book balance of classified loans and non-accruing loans is net of specific LLRs
19
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