8-K
Ameris Bancorp (ABCB)
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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): | December 13, 2021 | |
|---|---|---|
| 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.) |
| 3490 Piedmont Road N.E., Suite 1550, Atlanta, Georgia | 30305 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s telephone number, including area code: | (404) 639-6500 | |
| --- | --- | |
| (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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $1.00 per share | ABCB | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On December 13, 2021, Ameris Bancorp (the “Company”) issued a press release announcing its banking subsidiary, Ameris Bank, has acquired Balboa Capital Corporation (“Balboa”). The Company also issued an investor presentation with additional information regarding Balboa and the acquisition. Copies of the press release and presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statement and Exhibits.
| (d) | Exhibits. |
|---|---|
| 99.1 | Press release dated December 13, 2021 |
| 99.2 | Investor Presentation re: Acquisition of Balboa Capital Corporation |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| AMERIS BANCORP | |
|---|---|
| By: | /s/ Nicole S. Stokes |
| Nicole S. Stokes | |
| Chief Financial Officer |
Date: December 13, 2021
Exhibit 99.1
AMERIS BANK ACQUIRES BALBOA CAPITAL CORPORATION, A PREMIER ONLINE PROVIDER OF BUSINESS LENDING SOLUTIONS
ATLANTA, Dec. 13, 2021 /PRNewswire/ -- Ameris Bancorp (Nasdaq: ABCB) today announced that its banking subsidiary, Ameris Bank, has acquired Balboa Capital Corporation, an online provider of business lending solutions to small and mid-sized businesses nationwide.
The acquisition of Balboa Capital and its technology accelerates Ameris Bank's small business and C&I lending initiatives and increases its presence in the fast-growing point-of-sale financing market. The addition of Balboa Capital also diversifies Ameris Bank's already robust portfolio of nationwide lending platforms, which includes its premium finance, mortgage banking, and warehouse lending businesses.
"Balboa Capital has helped tens of thousands of businesses access growth capital with instant credit decisions and same day funding," said H. Palmer Proctor Jr., chief executive officer of Ameris Bancorp. "We look forward to providing Balboa Capital's lending technology and bringing a new digital lending option to more of our business customers. Just as important, Balboa Capital brings more than 30 years of technology expertise to Ameris Bank led by Patrick Byrne, its chief executive officer, and Phil Silva, company president. We are excited to have Pat, Phil and their team join our organization as we expand our online lending capabilities."
Ameris Bank expects significant earnings accretion from the core operating strategy of Balboa Capital with upside potential from identified operating synergies. This all-cash transaction results in manageable tangible book value dilution with a four year earn-back period and enhances Ameris's efficiency ratio profile.
Balboa Capital, which was founded in 1988 and will remain headquartered in Costa Mesa, California, uses proprietary technology to deliver innovative financing solutions to a diverse group of business customers nationwide. Balboa Capital's originations are expected to exceed $415 million during 2021.
"Balboa Capital's highly flexible technology enables Ameris Bank to provide a streamlined online experience to business owners with a variety of financing needs," noted James A. LaHaise, chief strategy officer of Ameris Bank. "Balboa Capital's dynamic solution, coupled with its high-performing team, complement Ameris Bank's financial strength and culture, enhancing our ability to help businesses gain financial peace of mind as they grow."
"We look forward to expanding our lending capabilities through the resources of a larger institution. Additionally, our team of industry veterans is eager to offer new financial solutions to Ameris Bank customers," stated Patrick Byrne, chief executive officer and founder of Balboa Capital.
For more information, please visit Balboa Capital and Ameris Bank.
Piper Sandler & Co. and Covington & Burling LLP are serving as financial and legal advisor, respectively, to Ameris. Keefe, Bruyette & Woods, Inc. is acting as financial advisor and Moore & Van Allen PLLC is serving as legal advisor to Balboa.
About Ameris Bank
Ameris Bancorp is a bank holding company headquartered in Atlanta, Georgia and the parent of Ameris Bank, a Georgia state-chartered bank. Ameris Bank currently has 165 branches in Georgia, Alabama, Florida, North Carolina and South Carolina.
About Balboa Capital Corporation
Balboa Capital Corporation is a financial technology company headquartered in Costa Mesa, California. Formed in 1988, Balboa offers funding solutions to small and medium-sized businesses across diverse industry sectors nationwide.
Forward-Looking StatementThis press release contains estimates, predictions, opinions, projections and other "forward-looking statements" as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements relating to the impact Ameris and Balboa expect the transaction to have on the combined entity's operations, financial condition, and financial results. The forward-looking statements also include predictions or expectations of future business or financial performance as well as goals and objectives for future operations, financial and business trends, business prospects, and management's outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations. The words "believe,""intend," "expect," "anticipate," "strategy," "plan," "estimate," "approximately," "target," "project," "propose," "possible," "potential," "should" and similar expressions, among others, generally identify forward-looking statements. Such forward-looking statements are based on various assumptions (many of which are beyond the control of Ameris and Balboa) and are subject to risks and uncertainties (which change over time) and other factors which could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties include, but are not limited to, the risk that the businesses of Ameris and Balboa will not be integrated successfully; the possibility that the cost savings and any synergies or other anticipated benefits from the acquisition maynot be fully realized or may take longer to realize than expected; disruption from the acquisition making it more difficult to maintain relationships with employees, customers or other parties with whom Ameris or Balboa have business relationships; legislative and regulatory changes; changes in U.S. government monetary and fiscal policy; the impact of the COVID-19 pandemic on the general economy, customers of Ameris and Balboa and the allowance for loan losses; the benefits that may be realized by customers from government assistance programs and regulatory actions related to the COVID-19 pandemic; and other factors, many of which are beyond the control of Ameris and Balboa.
We refer you to the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of Ameris Bancorp's Annual Report on Form10-K for the year ended December 31, 2020, and any updates to those risk factors set forth in Ameris Bancorp's Reports on Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed with the Securities and Exchange Commission (the "SEC") and are available on the SEC's website at www.sec.gov. All forward-looking statements, expressed or implied, included herein are expressly qualified in their entirety by the cautionary statements contained or referred to herein. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date on which they were made.
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CONTACT: Investor Contact, Nicole Stokes, Chief Financial Officer, nicole.stokes@amerisbank.com, or Media Contact, Sheryl Touchton, Communications Director, sheryl.touchton@amerisbank.com, 404-617-1919
Acquisition of Balboa Capital Corporation December 13, 2021 Exhibit 99.2
This presentation contains estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements relating to the impact Ameris and Balboa expect the transaction to have on the combined entity’s operations, financial condition, and financial results. The forward-looking statements also include predictions or expectations of future business or financial performance as well as goals and objectives for future operations, financial and business trends, business prospects, and management's outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations. The words “believe,” “intend,” “expect,” “anticipate,” “strategy,” “plan,” “estimate,” “approximately,” “target,” “project,” “propose,” “possible,” “potential,” “should” and similar expressions, among others, generally identify forward-looking statements. Such forward-looking statements are based on various assumptions (many of which are beyond the control of Ameris and Balboa) and are subject to risks and uncertainties (which change over time) and other factors which could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties include, but are not limited to, the risk that the businesses of Ameris and Balboa will not be integrated successfully; the possibility that the cost savings and any synergies or other anticipated benefits from the acquisition may not be fully realized or may take longer to realize than expected; disruption from the acquisition making it more difficult to maintain relationships with employees, customers or other parties with whom Ameris or Balboa have business relationships; legislative and regulatory changes; changes in U.S. government monetary and fiscal policy; the impact of the COVID-19 pandemic on the general economy, customers of Ameris and Balboa and the allowance for loan losses; the benefits that may be realized by customers from government assistance programs and regulatory actions related to the COVID-19 pandemic; and other factors, many of which are beyond the control of Ameris and Balboa. We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Ameris’s Annual Report on Form 10-K for the year ended December 31, 2020, and any updates to those risk factors set forth in Ameris’s Reports on Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed by Ameris with the SEC and are available on the SEC’s website at www.sec.gov. All forward-looking statements, expressed or implied, included herein are expressly qualified in their entirety by the cautionary statements contained or referred to herein. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date on which they were made. 1 Cautionary Statements
Originations and Portfolio Balance Company Overview Presented net of unearned income Note: Financial data as of September 30, 2021 unless otherwise noted 2 Overview of Balboa Capital Technology-Driven Lending Platform Powers a Broad Array of Credit Solutions Delivered through Multiple Distribution Channels Supported by Proven Underwriting and Risk Management Equipment Finance Market Provides Room for Expansion
Highly Automated
Online Mobile $350B Small Ticket Equipment Finance Market
- $320B SMB Working Capital Finance Market
= $670B Combined Market Opportunity Many more…
3 Technology-Driven Platform The Ultimate Sales Tool for Equipment Vendors
Engine that Fuels Quick, Efficient Credit Decisions and Fundings
Balboa’s Online Vendor Management Tool Balboa’s Robust Data & Analytics Balboa’s Proprietary Workflow Platform Customer Credit Database Collected Over 33 Years... & Extensive Portfolio Analytics Capabilities… Have Driven Excellent Credit Performance… & Effective Risk Management Over Multiple Economic Cycles
10% accretive to estimated 2022 EPS combined with upside potential from identified operating synergies Manageable tangible book value dilution with a four year earnback period and enhances our efficiency ratio profile Leverages balance sheet liquidity resulting in approximately 15bps accretion to estimated 2022 net interest margin Attractive IRR of 30+% Financially Compelling Strategic Rationale 4 Accelerates our C&I lending strategies by enhancing our capacity for small business lending and increasing our exposure to the fast-growing point of sale financing ecosystem Highly flexible platform can be leveraged across core bank to expand product offerings to existing customers Enhances Commercial Lending Business Strong Strategic Attributes Expands and diversifies on our already robust portfolio of nationwide lending platforms including our Premium Finance Division, Mortgage Division and Warehouse Lending business Small and medium business equipment financing market and working capital finance market represent a combined $670 billion market opportunity Potential Synergies with ABCB’s Current Customer Base Small and Medium Businesses in ABCB’s Top 5 Markets ¹ Top five largest MSAs by population within ABCB’s branch footprint Source: U.S. Census Bureau 2018 Statistics of U.S. Businesses released May 2021 Growth Opportunities Balboa has a robust and efficient relationship marketing strategy that will be leveraged Marketing strategy provides opportunity for synergies to our 100,000+ business deposit relationships Expand Balboa’s C&I products to serve core bank customers through this highly efficient delivery channel – currently about $1 billion annualized business loans produced in core bank with balances less than $250,000 Potential to market our other business and consumer products to the ~16,000 Balboa customers
5 Comprehensive Marketing Strategy Balboa is on the cutting edge of using all marketing tools to further the Balboa Capital brand and to reach small and medium businesses Direct salesforce follows up on applications and transactions generated from vendor partners Current portfolio includes over 5,800 different vendors Balboa has relationships with over 35,000 approved vendors Strategic Lead-Nurturing Campaigns Ongoing Email Efforts CRM Integration Reporting & Analytics Website generates 2,000 leads every month Top equipment finance website with the highest U.S. web traffic Search Engine Optimization 400 Keywords on First Page of Google Strong Social Media Presence – Twitter, Facebook, Instagram, LinkedIn etc. 35k + followers Video Testimonials on YouTube Channel Portal360 increases stickiness of Balboa’s relationship with vendors Allows Balboa to track vendor relationships over time Implicit endorsements from franchisors Potentially thousands of franchisees in each concept Whitepapers Infographics Video Content Blogs Press Releases e-Brochures Go-To Market Strategy Integrated Marketing Communication Efforts To All Sales Channels Deploying Marketing Automation Lead Generating Website Search Engine Marketing Email Communications Social Media Strategy Online Sales Management System Content Creation Vendor Franchise Marketing Exhibit and attend over 50 equipment related tradeshows per year Tradeshows Marketing Approach Balboa structured similar to an ad agency with professional writers/bloggers, technologists, and specialists in social media, organic search, email drip, and direct mail campaigns Also apply more traditional strategies, such as trade show attendance and graphic design Overall objective is to create incremental “at bats” or selling opportunities for the Company’s sales team AI Sales Assistant Lead Scoring AI Website Chat Bot
6 Source: ELFA Website / Equipment Finance in 2020: Special COVID-19 Impact Issue Management estimate U.S. Small Business Administration U.S. Small Business Economic Profile (as of 12/31/20) FRBNY Small Business Credit Survey 2020 Significant Market Opportunity U.S. Investment in Capital Goods and Software 1 Small Ticket Equipment Financing and SMB Working Capital Finance In 2021, the U.S. economy is expected to invest over $1.9 trillion in capital goods and software (excluding real estate) ~$900 billion is expected to be financed through loans, leases and other financial instruments $ in billions $670 Billion Combined Opportunity Small Ticket Equipment Financing Market SMB Working Capital Finance Market
Portfolio Summary Statistics Presented net of unearned income Note: Segmentation charts as of September 30, 2021; portfolio summary statistics as of September 30, 2021 7 High Quality Diverse Portfolio Segmentation by Equipment Segmentation by Geography Segmentation by Customer
8 Balboa maintains separate underwriting scorecards by channel and product including vendor, direct, working capital, commercial vehicle, office products, <$50k, >$50k Reflects average monthly net charge-off rate since 2017 Reflects net charge-off performance as of September 2021 Note: MLP is defined as Minimum Lease Payments Impressive Credit Performance Through Economic Cycles Balboa’s disciplined underwriting culture coupled with its immense database of customer credit data collected over 33 years have driven excellent credit performance and effective risk management over multiple economic cycles Data Driven, Disciplined Underwriting Avg. Customer Characteristics Proprietary Underwriting & Risk Management Proven Track Record of Managing Credit Performance Through Economic Cycles Commercial Data Consumer Data Robust Reporting & Analytics Economic Data Rich Data Repository Proprietary Scorecards Business Rules Vendor Monitoring Application Thorough, Prompt Decisions (96% < 1hr) Channel & Product Specific Underwriting 1 After experiencing a brief uptick in net charge-offs during the middle of the COVID-19 pandemic, the Company’s loss rates have moderated and are nearing pre-pandemic levels 0.24% 3 1.25% 2 (0.54%) 3